1289626250989

Letter of Offer for Equity Shareholders of the Company only
JMC PROJECTS (INDIA) LIMITED

(The Company was originally incorporated as Civen Construction Private Limited on June 5, 1986 under the Companies Act, 1956 with its registered office at
Ahmedabad. Subsequently on December 10, 1987, the name was changed to Joshi & Modi Constructions Private Limited. The name was further changed to JMC
Projects (India) Private Limited on January 21, 1994 and was subsequently converted into a Public Limited Company in the name of JMC Projects (India) Limited
on February 4, 1994)
Registered & Corporate Office: A-104, Shapath-4, Opposite Karnavati Club,
S.G.Road, Ahmedabad – 380 051, India.
Tel: +91-79-3001 1500; Fax: +91-79-3001 1600/1700
Company Secretary & Compliance Officer: Mr. Ashish Shah; E-mail: cs@jmcprojects.com; Website: www.jmcprojects.com
(The Registered Office of the Company was shifted from People’s Plaza Near Memnagar Fire Station, Navrangpura, Ahmedabad- 380 009 to 4, Kuldip Society, Near
Ishvar Bhuvan, Navrangpura, Ahmedabad – 380 009 w.e.f. May 9, 1988 and subsequently to Level-11, JMC House, Ambawadi, Ahmedabad - 380 006 w.e.f. April
5, 2002 and to the present registered office w.e.f. November 7, 2005)
LETTER OF OFFER
ISSUE OF 36,28,058 EQUITY SHARES OF Rs. 10/- EACH AT A PREMIUM OF Rs. 100/- PER EQUITY SHARE AGGREGATING TO
Rs. 3,990.86 LAKHS TO THE EQUITY SHAREHOLDERS ON RIGHTS BASIS IN THE RATIO OF 1 (ONE) EQUITY SHARE FOR
EVERY 5 (FIVE) EQUITY SHARES HELD ON THE BOOK CLOSURE DATE i.e. JULY 31, 2009 (“ISSUE”). THE ISSUE PRICE IS
11 TIMES THE FACE VALUE OF THE EQUITY SHARE.
GENERAL RISKS
Investment in equity and equity related securities involve a degree of risk and investors should not invest any funds in this Issue unless they can
afford to take the risk of losing their investment. Investors are advised to read the Risk Factors carefully before taking an investment decision in
this Issue. For taking an investment decision, investors must rely on their own examination of the Issuer and the Issue including the risks involved.
The securities have not been recommended or approved by Securities and Exchange Board of India (“SEBI”) nor does SEBI guarantee the
accuracy or adequacy of this document. Investors are advised to refer to “Risk Factors” on page viii of this Letter of Offer before making
an investment in this Issue.
ISSUER’S ABSOLUTE RESPONSIBILITY

The Issuer, having made all reasonable inquiries, accepts responsibility for, and confirms that this Letter of Offer contains all information with
regard to the Issuer and the Issue, which is material in the context of this Issue, that the information contained in this Letter of Offer is true and
correct in all material respects and is not misleading in any material respect, that the opinions and intentions expressed herein are honestly held
and that there are no other facts, the omission of which makes this document as a whole or any of such information or the expression of any such
opinions or intentions misleading in any material respect.
LISTING
The existing Equity Shares of the Company are listed on the Bombay Stock Exchange Limited (“BSE”) and the National Stock Exchange of India
Limited (“NSE”). The Company has made an application for in-principle approval for listing to BSE and NSE. The Company has received the
“in-principle” approval from BSE and NSE for listing the Equity Shares arising from this Issue vide letters dated April 28, 2009 and May 06, 2009
respectively. For the purposes of the Issue, the Designated Stock Exchange will be BSE.
LEAD MANAGER TO THE ISSUE REGISTRAR TO THE ISSUE
Collins Stewart Inga Private Limited Link Intime India Private Limited
A-404, Neelam Centre, (formerly known as Intime Spectrum Registry Limited)
Hind Cycle Road, C-13, Pannalal Silk Mills Compound,LBS Road,
Worli, Mumbai – 400 030. Bhandup West, Mumbai – 400 078.
Tel: +91-22-2498 2937/19/54 Tel: +91-22- 2596 0320
Fax :+91-22-2498 2956 Fax: +91-22-2596 0329
Email: jmc.rights@csinga.com E-mail: jmc.rights@linkintime.co.in
Contact Person: Mr. Ashwani Tandon / Ms. Deepa Mutha Contact Person: Mr. Praveen Kasare
Website: www.csinga.com Website: www.linkintime.co.in
SEBI Registration No.: INM000010924 SEBI Registration No.: INR000004058
ISSUE PROGRAMME
ISSUE OPENS ON LAST DATE FOR RECEIVING REQUESTS ISSUE CLOSES ON
FOR SPLIT FORMS
Monday, September 07, 2009 Tuesday, September 15, 2009 Wednesday, September 23, 2009
TABLE OF CONTENTS
GLOSSARY OF TERMS AND ABBREVIATIONS ii
PRESENTATION OF FINANCIAL, INDUSTRY AND MARKET DATA vi
FORWARD LOOKING STATEMENTS vii
RISK FACTORS viii
THE ISSUE 1
SUMMARY FINANCIAL INFORMATION 2
GENERAL INFORMATION 9
CAPITAL STRUCTURE 13
OBJECTS OF THE ISSUE 31
BASIS FOR ISSUE PRICE 38
STATEMENT OF TAX BENEFITS 40
INDUSTRY OVERVIEW 47
BUSINESS OVERVIEW 58
HISTORY AND CORPORATE STRUCTURE 60
MANAGEMENT 68
PROMOTERS 95
FINANCIAL STATEMENTS 100
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND 220
RESULTS OF OPERATIONS
UNAUDITED WORKING RESULTS 230
OUTSTANDING LITIGATIONS AND DEFAULTS 231
GOVERNMENT APPROVALS 337
STATUTORY AND OTHER INFORMATION 343
TERMS OF THE ISSUE 356
MAIN PROVISIONS OF ARTICLES OF ASSOCIATION 384
MATERIAL CONTRACTS AND DOCUMENTS FOR INSPECTION 405
DECLARATION 407
GLOSSARY OF TERMS AND ABBREVIATIONS
Company 1JMC / Issuer JMC Projects (India) Limited

Issue related
Act The Companies Act, 1956 and amendments thereto
Articles Articles of Association of the Company
Banker to the Issue IDBI Bank Limited
Board Board of Directors of JMC Projects (India) Limited
Committee of Directors Committee of the Board of Directors of JMC Projects (India) Limited
authorized to take decisions on matters related to / incidental to this Issue
Depositories NSDL and CDSL
Designated Stock Exchange Bombay Stock Exchange Limited (BSE)
DP Depository Participant
Director(s) Directors on the Board of the Company
Equity Share(s) Equity Shares of the Company of Rs.10/- each
Equity Shareholders Equity shareholders whose names appear as beneficial owners as per the list
furnished by the depositories in respect of the shares held in the electronic
form and / or on the Register of Members of the Company in respect of the
shares held in Physical Form on the Book Closure Date i.e. July 31, 2009 and
to whom this Offer is being made.
Financial Year/Fiscal Any period of 12 months ended March 31 of that particular year, unlesss
Year/FY otherwise stated
Issue or Rights Issue or Issue by the Company of 36,28,058 Equity Shares of Rs. 10/- each for cash
Offer at Rs. 110/- per Equity Share (including a premium of Rs. 100/- per Equity
Share) aggregating to Rs. 3,990.86 lakhs on Rights basis to the existing
Equity Shareholders of the Company in the ratio of 1 (One) Equity Share for
every 5 (Five) Equity Shares held on the Book Closure Date i.e. July 31,
2009.
Issue price Rs. 110/- per Equity Share
Issue Opening Date Monday, September 07, 2009
Issue Closing Date Wednesday, September 23, 2009
Lead Manager to the Issue Collins Stewart Inga Private Limited
Letter of Offer / LOO/ Offer This Letter of Offer circulated to the Equity Shareholders of the Company
Document
Memorandum Memorandum of Association of the Company
Book Closure Date July 31, 2009
Registrar to the Issue Link Intime India Private Limited
Rights Entitlement The number of Equity Shares that an Equity Shareholder is entitled to under
this Letter of Offer in proportion to his / her / its existing shareholding in the
Company as on the Book Closure Date
Security certificates Equity Share certificates
ii
SPA Share Purchase Agreement dated October 14, 2004 executed between the
‘Purchaser’ being ‘Kalpataru Power Transmission Limited, Kalpataru Energy
Venture (Private) Limited and the ‘Sellers’ being Late Mr. I. K. Modi, Mr.
Hemant Modi, Mr. Suhas Joshi, Mrs. Sonal Modi, Mrs. Suverna Modi, Mrs.
Madhuri Joshi, Late Mrs. Malti Joshi, Ms. Ami Modi, Ms. Anar Modi, Minar
Investments and Finance Private Limited and the Company
Stock Exchanges BSE and NSE where the Equity Shares of the Company are presently listed
Takeover Code Securities & Exchange Board of India (Substantial Acquisition of Shares and
Takeovers) Regulation, 1997 and amendments thereto
Company/Industry related
APDRP Accelerated Power Development and Reform Programme
BOT Build Operate and Transfer
BOOT Build Own Operate and Transfer
BOLT Build Own Lease and Transfer
CAR Contractors All Risk
EPC Engineering, Procurement and Commissioning
MORTH Ministry of Road Transport and Highways
NH National Highway
NHAI National Highway Authority of India
NHDP National Highway Development Programme
Abbreviations
AGM Annual General Meeting
Accounting Standards issued by the Institute of Chartered Accountants of
AS
India
ASBA Applications Supported by Blocked Amount
Asst. Assistant
Anr. Another
BSE Bombay Stock Exchange Limited
BUTP Bombay Urban Transport Project
CDSL Central Depository Services (India) Limited
CAF Composite Application Form
CEO Chief Executive Officer
DD Demand Draft
GM General Meeting
EBIDTA Earnings before Interest, Depreciation, Tax and Appropriation
EGM Extra-ordinary General Meeting
EIO Eastern India Operation
EPS Earnings Per Share
iii
EOU Export Oriented Unit
FCNR Foreign Currency Non-Resident account
FDI Foreign Direct Investment
FEMA Foreign Exchange Management Act, 1999 read with rules and regulations
there under and amendments thereto
FIFO First In First Out
FII(s) Foreign Institutional Investors registered with SEBI under applicable laws
FIPB Foreign Investment Promotion Board
FY Financial year being a period commencing on April 1st and ending on March
31st of the following year
GDP Gross Domestic Product
GIR Number General Index Registry Number
GoI Government of India
HUF Hindu Undivided Family
IT/ITES Information Technology/Information Technology Enabled Services
IT Act The Income Tax Act, 1961 and amendments thereto
JV Joint Venture
Kms Kilometers
KPTL Kalpataru Power Transmission Limited
KV Kilo Volt
Kwh Kilowatt-hour
LC Letter of Credit
LIC Life Insurance Corporation of India
Ltd. Limited
MD Managing Director
MoU Memorandum of Understanding
MT Metric Ton
MUTP Mumbai Urban Transport Project
MW Mega Watt
NA Not Applicable
NAV Net Asset Value
NCPS Non-Cumulative Redeemable Preference Shares
NOC No Objection Certificate
NR Non-resident
NRI(s) Non-resident Indian(s)
NRE Account Non Resident External account
NRO Account Non Resident Ordinary account
NSDL National Securities Depository Limited
iv
NSE The National Stock Exchange of India Limited
OCB(s) Overseas Corporate Body(ies)
OCC Overdraft and cash credit
OCPS Optionally Convertible Preference Shares
Ors. Others
PAC Persons Acting in Concert
P/E or P/E ratio Price-Earnings Ratio
p.a. Per annum
PAN Permanent Account Number
PAT Profit After Tax
PBDIT Profit Before Depreciation Interest and Tax
PBT Profit Before Tax
PGCIL Power Grid Corporation of India Limited
PSU Public Sector Undertaking
PWD Public Works Department
R&D Research & Development
RONW Return on Networth
SCSB Self Certified Syndicate Bank
SEB State Electricity Board
SEBI Securities and Exchange Board of India
SEBI Guidelines/ SEBI SEBI (Disclosure & Investor Protection) Guidelines, 2000 as amended from
(DIP) time to time
SEBI (SAST) Securities and Exchange Board of India (Substantial Acquisition of Shares
and Takeovers) Regulations, 1997 and subsequent amendments thereto
SIO Southern India Operations
SPV Special Purpose Vehicle
sq. ft. Square feet
SSI Small Scale Industry
TDS Tax Deducted at Source
TPH Ton per hour
UTI Unit Trust of India
Vol Volume
w.e.f. With effect from
WIO Western India Operations
WPI Wholesale Price Index
v
PRESENTATION OF FINANCIAL, INDUSTRY AND MARKET DATA
In this Letter of Offer, unless the context otherwise requires, all references to one gender also refers to
another gender and the word "Lakh" or "Lac" means "one hundred thousand" and the word "million"
means "ten lac" and the word "Crore" means "ten million" and the word “One hundred crore” means
“Billion”.
In this Letter of Offer, any discrepancies in any table between total and the sum of the amounts listed are
due to rounding-off.
Unless stated otherwise, the financial information used in this Letter of Offer is derived from the
Company’s consolidated and unconsolidated restated financial information as of March 31, 2009 (12
months), March 31, 2008 (12 months), March 31, 2007 (12 months), March 31, 2006 (6 months),
September 30, 2005 (18 months) prepared in accordance with Indian GAAP, the Companies Act, 1956
and applicable SEBI DIP Guidelines.
Throughout this Letter of Offer, all figures have been expressed in Lakhs unless otherwise stated. All
references to “India” contained in this Letter of Offer are to the Republic of India.
For additional definitions used in this Letter of Offer, see the section “Glossary of Terms and
Abbreviations” on page ii of this Letter of Offer. Industry data used throughout this Letter of Offer has
been obtained from industry publications and other authenticated published data. Industry publications
generally state that the information contained in those publications has been obtained from sources
believed to be reliable but that their accuracy and completeness are not guaranteed and their reliability
cannot be assured. Although the Company believes that the industry data used in this Letter of Offer is
reliable, it has not been independently verified. Similarly, internal Company reports, while believed by
the Company to be reliable, have not been verified by any independent sources.
CURRENCY OF PRESENTATION
In this Letter of Offer, all references to “Rupees” and “Rs.” are to the legal currency of India.
vi
FORWARD LOOKING STATEMENTS
This Letter of Offer contains certain “forward-looking statements”. These forward looking statements can
generally be identified by words or phrases such as “aim”, “anticipate”, “believe”, “expect”, “estimate”,
“intend”, “objective”, “plan”, “project”, “shall”, “will”, “will continue”, “will pursue” or other words or
phrases of similar import. Similarly, statements that describe the objectives, plans or goals also are
forward-looking statements.
All forward looking statements are subject to risks, uncertainties and assumptions about the Company that
could cause actual results to differ materially from those contemplated by the relevant forward looking
statement. Important factors that could cause actual results to differ materially from the expectations
include, among others:
• General economic and business conditions in India;

• The ability to successfully implement the strategy, growth and expansion plans and technological
changes;
• Changes in the value of Rupee and other currency changes;
• Changes in the Indian and international interest rates;
• Allocations of funds by the Government;
• Changes in laws and regulations that apply to the customers of the Company;
• Increasing competition in and the conditions of the customers of the Company and
• Changes in political conditions in India.
For further discussion of factors that could cause actual results to differ, please see the section titled “Risk
Factors” beginning on page no. viii of this Letter of Offer. By their nature, certain market risk disclosures
are only estimates and could be materially different from what actually occurs in the future. As a result,
actual future gains or losses could materially differ from those that have been estimated. Neither the
Company, the Directors, any member of the Lead Manager team nor any of their respective affiliates have
any obligation to update or otherwise revise any statements reflecting circumstances arising after the date
hereof or to reflect the occurrence of underlying events, even if the underlying assumptions do not come
to fruition. In accordance with SEBI requirements, the Company and the Lead Manager will ensure that
investors in India are informed of material developments until such time as the grant of listing and trading
permission by the Stock Exchanges.
vii
RISK FACTORS
An investment in equity involves a high degree of risk and you should not invest any funds in this Issue
unless you can afford to take the risk of losing your investment. You should carefully consider all of
the information in this Letter of Offer, including the risks and uncertainties described below, before
making an investment. If any of the following risks, or other risks that are not currently known or are
now deemed immaterial, actually occur, the Company’s business, financial condition and results of
operations could suffer, the trading price of the Equity Shares could decline and you may lose all or
part of your investment. The financial and other implications or material impact of risks concerned,
wherever quantifiable, have been disclosed in the risk factors mentioned below. However, there are
some risk factors where the impact is not quantifiable and hence has not been disclosed below. The
ordering of the risk factors is intended to facilitate ease of reading and reference and does not in any
manner indicate the importance of one risk factor over another.
You are advised to read the following risk factors carefully before making an investment in the Equity
Shares offered in this Issue. You must rely on your own examination of the Company and this Issue,
including the risks and uncertainties involved. The Securities have not been recommended or approved
by SEBI nor does SEBI guarantee the accuracy or adequacy of this document.
1. Litigations against the Issuer Company

The Company/ its Directors/ Promoters / Group Companies / Subsidiaries/ Ventures of the
Promoters are defendants in certain legal proceedings, incidental to the business and operations.
These legal proceedings are pending at different levels of adjudication before various courts and
tribunals. Should any new development arise, such as a change in Indian law or rulings by
appellate courts or tribunals, the Company would need to make provisions in its financial
statements which could adversely impact its business results. A brief of the outstanding litigations
are as follows:
Litigations against JMC
I. A summary of the outstanding litigations in which the Company is involved is set out below:
By the Company Against the Company
Number Amount Number Amount

Sr. No. Particulars of cases involved, where of cases involved, where
quantifiable quantifiable
Rs. Lakhs Rs. Lakhs
1 Taxation Matters 8 1596.54 Nil Nil
2 Civil cases including money 9 2434.34 10 1261.96
suits
3 Criminal Cases Nil Nil Nil Nil
4 Labour Matters Nil Nil 8 44.49
5 Arbitration 5 3313.00 Nil Nil
6 Miscellaneous/Notices Nil Nil 22 143.87
7 Other Cases (Motor Accident Nil Nil 10 77.42
Claims)
viii
II. Criminal Litigations
Against the Company
Nil
Past Criminal Cases
• A criminal litigation was filed against the Issuer before the Court of Additional Chief
Metropolitan Magistrate; vide criminal case no.: 900/98 by the Assistant Registrar of
Companies, Ahmedabad alleging violation of Section 383 (1A) of the Companies Act, 1956.
For further details please refer section “Outstanding Litigations and Defaults” beginning on
page 231 of this Letter of Offer.
• A criminal litigation was filed against the Issuer before the Court of XIII Additional Chief
Metropolitan Magistrate, Bangalore; vide criminal case no. 29219 of 2005 by Mr. M.H
Ramesh Proprietor of MHN Associates alleging bouncing of cheque issued by the Issuer
Company. For further details please refer section “Outstanding Litigations and Defaults”
beginning on page 231 of this Letter of Offer.
• A criminal case was filed against the Issuer before the Judicial Magistrate, First Class,
Ahmedabad; vide criminal case no. 2678 of 1999 by the Government Labour Officer alleging
violation of Section 3 of Child Labour (Prohibition and Regulation) Act, 1986 and rules
framed thereunder at one of the JMC Project site. For further details please refer section
“Outstanding Litigations and Defaults” beginning on page 231 of this Letter of Offer.
• A criminal case was filed against the Issuer before the Additional Chief Metropolitan
Magistrate, Mumbai; vide criminal case no. 420 of 2006 by Mr. S. L. Naik charging the
Issuer Company for offences under clause 42 for contravention of clause 13(1)(c) of the
Private Security Guards (Regulation of Employment & Welfare) Scheme – 2002 read with
Section 3(3) of Maharashtra Private Security Guards (Regulation of Employment & Welfare)
Act, 1981. For further details please refer section “Outstanding Litigations and Defaults”
Against the Promoter of the Company
Past Criminal Cases
• Kalpataru Power Transmission Limited
o A criminal case was filed against Kalpataru Power Transmission Limited before the Sub-
divisional Judicial Magistrate, Alipurduar, Silguri, West Bengal; vide criminal case no.
C.R.101/2004 by the Labour Enforcement Officer (Central) Siguri alleging violation of
Section 23 and 24 of the Contract Labour (Regulation and Abolition) Act, 1970 and rules
framed thereunder. For further details please refer section “Outstanding Litigations and
Defaults” beginning on page 231 of this Letter of Offer.
ix
Against Directors of the Company
• Mr. Hemant Modi
o Mr. Hemant Modi was involved in criminal case no. 2678 of 1999 filed against the Issuer
Company. For further details please refer section “Outstanding Litigations and Defaults”
o A criminal case no. 270/2002 was filed against Mr. Hemant Modi before the Judicial
Magistrate (1st Court), Malda by Mr. Mantu; alleging that a cheque issued by the Issuer
was returned unpaid and violation in terms of section 138 of Negotiable Instruments Act,
1881 was charged against Mr. Hemant Modi. For further details please refer section
o Mr. Hemant Modi was involved in criminal case no. 420 of 2006 filed against the Issuer.
For further details please refer section “Outstanding Litigations and Defaults” beginning
on page 231 of this Letter of Offer
• Mr. Suhas Joshi
o Mr. Suhas Joshi was involved in criminal case no. 420 of 2006 filed against the Issuer.
For further details please refer section “Outstanding Litigations and Defaults” beginning
on page 231 of this Letter of Offer
Besides, there are litigations filed by the Issuer and notices against the Issuer, its Directors,
Promoters and Group Companies of Promoters which have been detailed under the section
2. One of the objects of the present Issue is redemption of non-cumulative redeemable Preference
Shares held by the promoters and 63.27% of the issue size will be utilized towards the redemption
of the said Preference Shares.
The Company had issued 12,50,000 6% Optionally Convertible Preference Shares (OCPS) of the face
value of Rs. 202/- each on a preferential basis to the Promoters of the Company namely KPTL, Mr.
Hemant Modi and Mr. Suhas Joshi. The holder of OCPS had an option to convert their OCPS to
convert into Equity Shares of the Company during the exercise period. The option to convert into
Equity Shares was not exercised by the holders within the exercise period and the same was
automatically converted into 6% Non Cumulative Redeemable Preference Shares as per the terms of
OCPS issue. The proceeds from the present Issue to the extent of Rs. 2,525 lakhs which constitutes
63.27 % of the issue size will be utilized towards the redemption of the said Preference Shares.
3. There are certain restrictive covenants in the Share Purchase Agreement which require certain key
decisions to be taken up for consideration at a Board Meeting only after approval by KPTL in
writing.
A MOU was entered into between Late Mr. I.K. Modi, Mr. Hemant Modi, Mr. Suhas Joshi and their
relatives and Minar Investments and Finance Pvt. Ltd. (“Sellers”) and Kalpataru Power Transmission
Limited and Kalpataru Energy Venture Pvt. Ltd. (“Purchaser”) on October 1, 2004. Subsequently a
Share Purchase Agreement was entered into between the aforesaid parties on October 14, 2004 for
purchase of 15,00,000 Equity Shares at Rs. 40/- each representing 32.28% of the share capital of
x
JMC. There are certain restrictive covenants in the Share Purchase Agreement. These covenants
require certain key decisions to be taken up for consideration at a Board meeting after they have been
approved by Kalpataru Power Transmission Limited in writing.
Internal Risk factors and Risks relating to the business of the Company
Project Related Risks
4. Company operates in a highly competitive industry which may result in the Company changing its
pricing policies which may have an adverse impact on the operations and profitability of the
Company.
The Company operates in an intensely competitive industry wherein it has to face significant
competition from other infrastructure development companies. Various factors like availability of raw
material, proximity to local markets for raw materials, availability of sub-contractors, labour and
general economic conditions play an important role in the Company’s business operations. Some of
the competitors may have greater economies of scale, greater resources like capital, equipments,
labour, technology, marketing, etc., thereby having an upper hand. Price being a major factor in the
contract tenders, due to severe competition the Company at times needs to change its pricing policies
which may have an adverse impact on the operations and profitability of the Company.
5. Unavailability of or increased cost of raw materials could significantly reduce the Company’s
profitability.
The Company depends on significant amount of raw materials such as cement, steel, aggregates,
timber, bitumen, etc. for its construction and civil activities. While the Company maintains relations
with many different suppliers to ensure continuous supply, the unavailability of such resources could
disrupt the operations of the Company. Fluctuations in the cost of raw materials have a direct impact
on the cost of operations thereby reducing the profitability.
6. Fixed price contracts and cost overruns could adversely affect the results of operations and
profitability of the Company.
Some of the construction contracts are fixed price contracts. Costs often vary from the original
estimates due to factors such as fluctuations in cost of raw materials, labour, equipment, etc.
Although the Company normally provides a margin in its cost estimates, significant costs overruns
may still occur, and could adversely affect the results of operations and profitability. In some of the
contracts, there is a price variation clause, however it does not fully compensate the increase in the
actual cost of materials and labour.
7. Delays in the completion of current and future projects could have adverse effects on the operating
results of the Company.
The Company provides performance guarantees to its clients which require the Company to complete
the projects within the stipulated time frame. In case the projects are not completed as scheduled, the
Company may be held liable for penalties in the form of agreed liquidated damages, which normally
ranges between 5% to 10% of the total project cost. In such cases the cost of the project would
exceed the original estimates and this could adversely affect the results of operations.
xi
8. Failure of joint venture partner to perform its obligations could impose additional financial and
performance obligation on the Company.
The Company enters into joint ventures with other construction companies for certain projects. The
success of the joint ventures depends significantly on the performance and fulfillment of obligations
by the joint venture partners. If the partners fail to perform their obligations, the Company may be
required to make additional investments and provide additional services to ensure necessary
performance as per the terms and conditions of the contract. These additional obligations could have
an impact on the profits of the Company.
9. The Company utilizes independent construction contractors in some of its projects, who are not
under its control which may in turn lead to delay in projects and result in impacting the operations
and profitability of the Company.
Small portions of work in some of the projects are sub-contracted to independent construction
contractors. The Company does not have absolute control on these sub-contractors. Any lapses or
non performance of obligation by these contractors could delay the projects and the Company may be
required to incur additional costs and time to complete the projects which could result in reduced
profits or in some cases, significant losses.
10. Breakdown of machinery and equipments may adversely affect the operations of the Company.
The Company owns a large fleet of equipments which are used at various project sites. Breakdown of
any of the major machinery may cause a delay in the execution of the project which could affect the
results of operations.
11. Projects included in the order book may be delayed or modified, which could adversely affect the
cash flow and income from operations.
The order book presented may not necessarily indicate future income. The projects mentioned in the
order book may undergo unanticipated variations in scope of work or schedule of implementation,
etc. which could adversely affect the budgeted cash flow and results of operations.
12. The Company operates in a capital intensive industry. Inability to obtain adequate financing to
meet the Company’s liquidity and capital resource requirements may have an adverse effect on the
Company’s results of operations.
The Company has a mix of financial resources comprising of advance from customers, payables and
borrowings from external sources. The Company’s inability to obtain such financing or delays in
obtaining advances could affect the cash flow and results of operations. There can be no assurance
that finance from external sources will be available at the times or in the amounts necessary to meet
the Company’s requirements. The Company’s attempts to complete future financings may not be
successful or favourable and failure to obtain financing on terms favourable to the Company could
have an adverse effect on the business and results of operations of the Company.
13. The Company is dependent upon the experience and skills of senior management team and skilled
employees. Inability to retain them may have an adverse effect on the operations and profitability
of the Company.
The senior management of the Company has vast experience in the construction business and is
difficult to replace. Competition for experienced senior management and skilled employees is intense
xii
and the Company may not be able to retain the services of its key managerial personnel or attract
and retain such key managerial personnel in the future. For some of the projects the Company
contracts with subcontractors and third parties for the provision of labour.
It cannot be assured that skilled labour will continue to be available at reasonable rates and in the
areas the projects are executed. As a result, the Company may be required to mobilize additional
resources at a greater cost to ensure quality performance and delivery of contracted services.
14. The Company relies on various sub-contractors or certain third parties for their labour
requirement, any strained relations with these agencies will severely affect the operations of
the Company
The Company operates in an industry which is highly labour intensive and continuous labour is
critical to its business. The Company relies on external agency and certain sub-contractors to
meet its labour requirements. Till date the Company shares a cordial relation with these external
agencies and sub-contractors. However, it cannot be assured that the same will continue in
future. Any strained relations with these agencies will severely affect the operations of the
Company as it may not be able to meet any shortages arising due to this. There can also be no
assurance that the external agencies and contractors will always be able to meet the Company’s
labour requirement.
15. The significant portion of the Company’s order book consists of contracts from private clients
which may not progress as expected considering the current economic scenario. Any delay in
the execution of the contracts could have an adverse effect on the financial performance of the
Company.
The Company has been executing few major projects which are from private clients. In view of
slowdown in the over all economy, there can be uncertainty about such projects being completed
as per the schedule due to liquidity crunch and sluggish demand in reality sector. Heavy
dependence on private clients may affect the results of operations and cash flow position of the
Company.
16. The business may be affected by uninsured losses or losses exceeding the insurance limits to
the extent of the risk not covered or claims not honoured fully by the Insurance Company(s) .
The Company has taken contractor’s all risk insurance policy in respect of projects, workmen’s
compensation policies and for a variety of risks, including, among others, for risks relating to fire,
burglary and certain other losses and damages and employee related risks. While the insurance
coverage maintained would be reasonably adequate to cover all normal risks associated with the
operation of the business, there can be no assurance that any claim under the insurance policies
taken by us will be honoured fully, in part or on time. To the extent losses suffered by the
Company or the damages not covered by insurance or which exceeds the insurance coverage, the
results of operation or cash flows may be affected.
17. Monitoring the use of Issue proceeds will not be done by any independent body and the
deployment of funds would be at the sole discretion of the Company
The aggregate fund requirements have not been appraised by any bank or financial institution.
The deployment of funds in various projects will be entirely at the discretion of the Company and
as such no independent body will monitor the utilization of the Issue proceeds.
xiii
18. The Company has entered into various related party transactions which may potentially involve
a conflict of interest which may adversely affect the operations of the Company.
The Company has entered into various transactions with related parties, including the
promoters/relatives of the promoters/entities promoted by the promoters. Such transactions are
made on an arm’s length basis and on no less favourable terms than if such transactions were
carried out with unaffiliated third parties. These transactions in the present and future may
potentially involve a conflict of interest which may adversely affect the operations of the
Company.
19. The funding requirements and the deployment of the Net Proceeds of the Issue are based on
management estimates and have not been independently appraised.These management
estimates may have to be revised which may result in reschedulement of expenditure
programme.
The funding requirements and the deployment of the Net Proceeds of the Issue are based on
management estimates and have not been appraised by any bank or financial institution. In view
of the highly competitive nature of the industry in which the Company operates, the management
estimates may have to be revised from time to time which may result in rescheduling of the
expenditure programme.
20. Inability to obtain or maintain approvals or licenses required for its operations may adversely
affect the operations of the Company.
The Company requires certain approvals, licenses, registrations and permissions for operating its
business, some of which may have expired and for which the Company has either made or is in
the process of making an application for obtaining the approval or its renewal. The Company has
applied for renewal of 5 Licenses which are still pending. For more information see the section
titled Government Approvals beginning on page 337 of this Letter of Offer. There can be no
assurance that the Company will be able to obtain the relevant licenses/approvals required within
the statutory time limit and that the relevant authorities will issue any such permits, licenses or
approvals in time or at all. Failure by the Company to renew, maintain or obtain the required
permits, licenses or permits may adversely affect on the business of the Company.
21. The Company currently enjoys certain tax benefits, and any adverse change in the tax policies
applicable to it may affect the profitability of the Company.
Presently, the Company enjoys certain benefits under Section 80IA of the Income Tax Act, 1961.
As a result of these incentives, some of the infrastructure projects are subject to relatively low tax
liabilities. There is no assurance that the projects will continue to enjoy the tax benefits under
Section 80IA in future. When these incentives expire or terminate, the tax expense will
materially increase, thereby reducing the profitability.
22. The Company may not be selected for any of the projects for which it has submitted a bid
which may adversily affect overall performance of the Company.
There are certain proposed projects for which the Company has submitted bids or are qualified to
submit bids, individually and or jointly with other Companies. Preparing and submitting bids
involve significant costs which are one time costs. There is no assurance that the Company’s bid
would be accepted and that there might be a delay in the selection process and may not be
finalized within the expected time frame.
xiv
23. Changes in technology may render the current technologies obsolete or require the Company
to make substantial capital investments which may affect the profitability of the Company.
The technology requirements in the Industry in which the Company operates are subject to
continuing change and development. Some of the existing technologies may become obsolete,
performing less efficiently compared to the latest technologies and processes in future. The cost
of upgrading or implementing new technologies, upgrading the existing equipment or replacing
the old equipment could be significant and could adversely affect the results of operation of the
Company.
Risks Internal to the Company
24. Certain entities in the Promoter Group are engaged in business activities similar to the
Company, which could result in a conflict of interest and may adversely affect the operations
and the financial performance of the Company.
Mr. Hemant Modi and Mr. Suhas Joshi, Promoters of the Company, (individually or jointly)
together with their relatives have interest in the following ventures which are authorized by its
main objects clause to carry on a similar line of activities. At present there are no conflicting
interest however in future there may be a conflict of business interests among these ventures and
the Company. Their interest in the companies is given below:
Name of the venture Nature of interest

JMC Infrastructure Limited Shareholding (99.20%)
SAI Consulting Engineers Private Limited Shareholding (70.00%)
JMC Consultants and Developers Private Shareholding (100.00%)
Limited
JM Construction (Partnership Firm) Profit sharing (100.00%)
Apart from JMC Infrastructure Ltd., the Company does not have business transactions with any
of the above mentioned ventures.
25. The Promoters and Directors of the Company have interest in the Company other than
reimbursement of expenses incurred or normal remuneration or benefits.
The Promoters and Directors are interested in the Company to the extent of their shareholding in
the Company. They are also interested to the extent of any dividend payable to them. KPTL is
interested to the extent of rent received for office premises and guest house that has been leased
to the Company, interest on inter corporate deposits and income from sale of goods and providing
erection & commissioning services to the Company.
26. Some of the Group Companies and subsidiaries of the Promoter have incurred losses in the
last three fiscal years.
Some of the Group Companies and subsidiaries of the Promoter have incurred losses in the last
three fiscal years, as set forth in the table below:
xv
Name of the Company For the year ended March 31,
2009 2008 2007
Rs. Lakhs
JMC Consultants and Developers Private Limited* -- (0.13) (0.06)
J M Construction (Partnership Firm) (0.06) (0.04) (0.38)
Energylink (India) Limited 18.81 (0.27) 0.00
Shree Shubham Logistics Limited 16.94 52.32 (11.14)
Amber Real Estate Limited (2.13) (0.83) --
Saicharan Properties Limited (0.64) (1.01) --
* The financial statements for the financial year 2008 – 2009 are under preparation and hence the
figures are not available.
27. The Company has given guarantee in relation to certain debt facilities provided to its
subsidiary by banks, if the same are invoked the profitability of the Company may be affected.
JMC Mining and Quarries Limited, the Company’s subsidiary has procured certain debt facilities
for which the Company has provided guarantee. The Company has provided guarantee to the
obligations undertaken by JMC Mining and Quarries Limited, its subsidiary. In the event that
there is any default in any of these obligations, the guarantees given by the Company may be
invoked.
28. The premises from where the branch offices of the Company operate are not owned by the
Company. In an event the agreements for rent and /or lease are not renewed, the operations of
the Company may be affected.
The Company’s branch offices operate from rented and/or leased premises. If any of the owners
of these premises do not renew the agreement under which the Company has occupied the
premises or renew such agreements on terms and conditions favourable to the Company, then the
operations could get disrupted.
29. There has been a shortfall in the financial performance of the Company for the year 1995 vis-
à-vis projections made in their prospectus dated September 2, 1994. The details are as under:
Year ending 1995 1996 1997
March 31
Particulars Promised Actual Variation Promised Actual Variation Promised Actual Variation
A B (B-A) A B (B-A) A B (B-A)
Rs.Lakhs
Income 1500.00 1372.63 -127.37 1750.00 3005.72 1255.72 2100.00 4910.07 2810.07
PBDIT 213.04 195.52 -17.52 285.01 485.61 200.60 344.86 738.34 393.48
Profit Before
Tax 168.11 143.04 -25.07 232.63 308.84 76.21 292.90 403.74 110.84
Profit After
Tax 159.84 140.41 -19.43 191.64 232.55 40.91 193.79 287.49 93.70
EPS (Rs.) 5.33 4.53 -0.80 6.39 7.51 1.12 6.46 9.28 2.82
xvi
30. Contingent liabilities: As per the last audited accounts, the contingent liabilities are as follows:
Particulars As at March
31, 2009
A. Bank Guarantees 63.54
B. Guarantee given in respect of financial assistance and performance in 151.07
favour of subsidiary company to Bank and others
C. Guarantee given in respect of performance of contracts of Joint Venture 14219.07
entities in which Company is one of the member
D. Claims against the Company not acknowledged as debts
a) in respect of suits filed against the Company by suppliers/sub- 1516.79
contractors/others
b) In respect of legal notices issued against the company by 78.77
suppliers/sub-contractors
E. Sales Tax, Service Tax and Royalty disputes 2053.55
31. The Company has experienced negative cash flows in the prior periods
(Rs. Lakhs)
Particulars Year ended Year Year 6 months 18 months
on March ended on ended on ended on ended on
31, 2009 March March March September
31, 2008 31, 2007 31, 2006 30, 2005
Net cash from (used in) 454.58 1680.28 1028.47 3516.72 (701.63)
operating activities
Net cash from (used in) (5202.03) (8366.84) (6898.44) (1030.73) (1409.31)
investment activities
Net cash from (used in) 5125.60 6377.14 6795.99 (2520.00) 1927.37
financing activities
32. There are certain restrictive covenants in certain debt facilities provided to the Company by the
bankers to the Company. In case of non-compliance the lenders may take an adverse stand
which may affect the financial position & operations of the Company
There are certain restrictive covenants in the agreements the Company has entered into with
certain banks and financial institutions for secured and unsecured loans. These restrictive
covenants requires KPTL, one of the Promoter to maintain majority stake in the Company and
that the Company to obtain either the prior permission of such banks or financial institutions or
requires the Company to inform them of various activities, including among others, alteration of
capital structure, raising of fresh capital or debt, payment of dividend, undertaking new projects
or undertaking any merger, amalgamation, restructuring or change in management, obtaining any
financial assistance from any other source.
xvii
33. The past history of dividend declaration/payment does not assure that the Company will pay
dividend to its shareholders in the near future.
The Company has declared dividends in the last two fiscal years. However, there can be no
assurance that dividend will be paid in the future. The declaration and payment of dividends, if
any in the future will be recommended by the Board of Directors of the Company, at their
discretion and will depend on a number of factors, including legal requirements, its earnings, cash
generated from operations, capital requirements and overall financial condition.
External Risk Factors
The following factors which are beyond the control of the Company could have a negative impact on
its performance.
34. The Company’s operations are sensitive to weather conditions. Severe weather conditions may
have an adverse effect on the results of operations of the Company
The business activities of the Company could be materially and adversely affected by severe
weather conditions. Severe weather conditions may require the Company to evacuate personnel
or curtail services and may result in damage to the equipment or facilities, resulting in the
suspension of operations and may further prevent delivery of materials to the project sites in
accordance with the contract schedules and thereby slow down the activities. This could have an
adverse effect on the results of operations of the Company.
35. Natural calamities and other factors could have a negative impact on the Indian economy and
adversely affect the business.
India has experienced natural calamities like earthquakes, tsunami, floods and drought in the past
few years. Our country has also witnessed political, economic, social development, acts of
violence or war. All the above factors could have a negative impact on the Indian economy and
may cause suspension, delays or damage to the current projects and operations, which may
adversely affect the business and results of operations of the Company. Such events could also
create a perception that investments in Indian companies involve a higher degree of risk, which
could have an adverse effect on the market for securities of Indian companies.
36. Change in Government policies and fluctuating interest rates could have an adverse impact on
the results of operations of the Company.
Interest rates, rates of economic growth, fiscal and monetary policies of governments, inflation,
deflation, tax rates and policy and other matters could significantly influence the results of
operations of the business. Increasing volatility in financial markets may cause these factors to
change with a greater degree of frequency and magnitude. Increase in interest rates may increase
the Company’s financing costs. The taxation system within the country still remains complex.
Any change in the regulatory environment may have an impact on the business of the Company.
37. A global recession and adverse market conditions could have an adverse impact on the
business of the Company.
The developed economies of the world viz. US, Europe, Japan and other are on the verge of a
major recession which is affecting the economic condition and markets of not only these
economies but also the economies of the emerging markets like Brazil, Russia, India and China.
xviii
General business and consumer sentiment has been adversely affected due to the global
slowdown and there can be no assurance that the developed economies will see good economic
growth in the near future.
38. Unfavourable changes in the Exchange rates could have an adverse effect on the profitability
of the Company.
The Company has been importing raw materials & capital goods depending on the project
requirements. This involves risk of exchange rate variations. In cases where the Company does
not take forward cover to protect against major unfavorable variations in the exchange rate, high
volatility in exchange rate may have some adverse impact on cost estimates and thereby financial
performance of the Company.
39. After the present Issue, the Equity Shares of the Company may experience price and volume
fluctuation or an active trading market for the Equity Shares may not develop.
The price of the Equity Shares may fluctuate after this Issue as a result of several factors,
including among other things, volatility in the Indian and global securities markets, results of
operations and performance of the Company, performance of the competitors, developments in
the construction and infrastructure segment, changes in perceptions in the market about
investments in the construction and infrastructure sector, adverse media reports on the Company
or on the sector in which the Company operates, changes in the estimates of performance of the
Company, significant developments in India’s economic liberalization and deregulation policies
and significant developments in India’s fiscal regulations.
Notes to Risk Factors
1. Investors are advised to refer to “Basis for Issue Price” on page 38 of this Letter of Offer.
2. Net worth of the Company as on March 31, 2009 is Rs. 20195.22lakhs. The size of the Issue is Rs.
3,990.86 lakhs. The net asset value per share (book value) as on March 31, 2009 is Rs. 111.33 per
share.
3. Average cost of acquisition per share by the promoters :
Name of the Promoter Rs. per share

Mr. Suhas Joshi 75.29
Mr. Hemant Modi 74.10
Kalpataru Power Transmission Limited 76.00
4. The Company had entered into certain related party transactions for the period ended March 31,
2009, 2008, 2007, 2006 & September 30, 2005. The summary is as under:
(Rs. Lakhs)
Nature of Relationship FY 08-09 FY 07-08 FY 06-07 FY 05-06 FY 04-05
Transaction
Purchase of Holding Company 60.44 1185.09 2521.00 - -
Materials Associates Company 72.53 20.90 1.43 - -
Subsidiary Company 250.31 148.75 136.98 67.84 280.48
Contract Holding Company - - - - -
xix
Revenue Associates Company 24573.12 16350.91 7106.40 124.79 -
Contract Charges Holding Company - - - - -
Paid Associates Company - - - - 60.19
Sale of Material Holding Company - - - - -

Associates Company - - - 11.96 -
Income earned Holding Company - - - - -
on Services Associates Company - - 60.00 33.05 0.74
rendered
Rent / Holding Company 72.43 60.50 57.31 - -
Professional Associates Company 41.58 46.41 61.36 47.12 70.20
Fees Paid
Subsidiary Company - - 4.68 - -
Rent Received Holding Company 0.69 0.76 - - -
Associates Company - - - - -
Subsidiary Company - - 2.76 7.65 26.40
Reimbursement Holding Company 17.06 128.87 16.51 - -
of expenses Associates Company - - - - -
(paid)
Subsidiary Company - - - - -
Reimbursement Holding Company - - - - -
of expenses Associates Company - - 4.65 - -
(Received)
Loans/Deposits Holding Company 5000.00 1150.00 1230.00 - -
received during
the year /period
Associates Company - - - 674.64 1649.00
Loans/Deposits Holding Company 5201.56 1389.30 1701.89 - -
given /repaid Associates Company - 30.90 - 672.36 997.00
during the year
/period
Guarantees Subsidiary Company 151.07 151.07 151.07 79.10 79.10
Given
Outstanding Holding Company - 0.61 - - -
balance included Associates Company 5443.95 3049.58 1214.29 122.15 13.68
in Debtors
Outstanding Holding Company - - - - -

in Loans
(Assets) Subsidiary Company - 18.60 - - -
Outstanding Holding Company - 15.97 239.30 - -
balance included Associates Company - - - 660.52 658.24
Unsecured Loan
Outstanding Holding Company 18.20 377.54 490.54 - -
in Current
Liabilities Subsidiary Company 24.40 - 8.32 35.16 23.23
Interest Received Holding Company - - - - -
xx
Associates Company 11.22 9.11 2.78 - -
Interest Paid Holding Company 196.74 20.11 50.67 - -
Associates Company - - - 44.84 62.69
Dividend Paid Holding Company 322.68 135.60 - - -
Associates Company - - - - -
Share of Profit in Holding Company - - - - -
Joint Venture Associates Company 296.43 90.52 - - -
Share of Loss in Holding Company - - - - -
Joint Venture Associates Company 147.38 12.43 11.26 0.15 1.88
Note: Associate Company includes Joint Ventures and Associates Firms.
Transactions with key management personnel and their relatives:

(Rs. Lakhs)
Nature of Relationship FY 08-09 FY 07-08 FY 06-07 FY 05-06 FY 04-05
Transaction
Unsecured Directors - - 60.64 - 524.81

Loans Received
Repayment of Directors - 39.75 510.85 41.26 100.49
Unsecured
Loans
Fixed Deposit Relatives of - 1.00 3.75 2.75 3.75
Matured and Directors
Renewed
During the Year
Fixed Deposit Relatives of 1.00 - - - 6.00
Matured and Directors
Repaid During
the period
Outstanding Directors - - 39.75 489.96 531.22
balance
included in
Unsecured Loan
Interest Paid Relatives of 0.00 0.28 0.42 0.17 0.77
Directors
Salary Directors 168.02 199.18 154.90 42.28 69.38
/Remuneration
Dividend Paid Directors & 27.47 10.80 - - -
Relatives of
Directors
5. For details of transactions in Equity Shares of the Company by the Promoter and Promoter Group
in the last six months preceding the date of this Letter of Offer please refer section “Capital
Structure” beginning on page 13 of this Letter of Offer.
xxi
6. For details of loans and advances made by the Company to companies in which the Directors are
interested please refer “Financial Statements” beginning on page 100 of this Letter of Offer.
7. For details of interests of Company’s Directors and key managerial personnel, please see the
section “Management” beginning on page 68 of this Letter of Offer. For details of interests of the
Promoters see the section “Promoters” beginning on page 95 of this Letter of Offer.
8. See section “Terms of the Issue” for details of Basis of Allotment begining on page 356 of this
Letter of Offer.
9. The Lead Manager and the Company are obliged to keep this Letter of Offer updated and inform
the public of any material change/development until the listing and trading of Equity Shares offered
under the Issue commences.
10. All information shall be made available by the Lead Manager and the Company to the public and
investors at large and no selective or additional information would be available only to a section of
the investors in any manner whatsoever.
xxii
THE ISSUE
(Terms appearing on this page are an inherent part of the “Terms of the Issue” as described in this
Letter of Offer and should be read in conjunction with all other terms)
No. of Equity Shares to be issued : 36,28,058 Equity Shares

Issue Size : Rs. 3,990.86 lakhs
Entitlement Ratio (Equity Shares) : The Equity Shares are being offered on rights basis to the
existing Equity Shareholders of the Company in the ratio of
1 (One) Equity Share for every 5 (Five) Equity Shares held
as on the Book Closure Date i.e. July 31, 2009.
Face Value : Rs 10/-
Offer Price : Rs. 110/- per Equity Share
Application Money : Rs. 110/- per Equity Share
Equity Shares outstanding prior to : 1,81,40,290 Equity Shares
the Issue
Equity Shares outstanding after : 2,17,68,348 Equity Shares
the Issue
Use of proceeds
Please see section titled “Objects of the Issue” beginning on page 31 of this Letter of Offer.
1
SUMMARY FINANCIAL INFORMATION
SUMMARY STATEMENT OF ASSETS AND LIABILITIES (AS RESTATED)
Particulars As at As at As at As at As at
March 31, March 31, March 31, March 31, September
2009 2008 2007 2006 30, 2005
A Fixed Assets
Gross Block 29074.97 23104.04 12652.37 8173.94 7249.96
Less : Depreciation 7053.30 4308.12 2887.04 2361.01 2172.07
Net Block 22021.67 18795.92 9765.33 5812.93 5077.89
Capital Work in 203.07 148.87 0.00 125.21 30.92
Progress
Total 22224.74 18944.79 9765.33 5938.14 5108.81
B Investments 51.15 51.15 51.15 51.15 51.15
C Deferred Tax Assets 0.00 0.00 0.00 20.60 95.74
D Current Assets, Loans

and Advances
Inventories 8084.72 10304.92 2903.98 1466.93 1433.38
Sundry Debtors 43194.77 26984.31 16745.53 8104.74 6921.78
Cash and Bank Balances 1174.60 1615.97 4156.87 878.58 894.07
*
Loans and Advances 6879.18 5971.76 2785.92 1654.45 1377.29
Total 59333.27 44876.96 26592.30 12104.70 10626.52
E Liabilities and
Provisions
Loan Funds
Secured 17483.41 11096.44 5723.02 4186.66 6009.86
Unsecured 2160.41 183.16 563.68 1521.55 1676.36
Total 19643.82 11279.60 6286.70 5708.21 7686.22
F Deferred Tax Liability 770.01 1139.57 833.00 0.00 0.00
G Current Liabilities and

Provisions
Current Liabilities 38042.05 32347.68 15948.07 8345.25 4343.97
Provisions 2958.06 2052.51 969.83 338.64 261.04
Total 41000.11 34400.19 16917.90 8683.89 4605.01
H Net Worth 20195.22 17053.54 12371.18 3722.49 3590.99
* Cash and Bank balance includes Fixed Deposits on which the Banks have a lien.
2
(Rs. Lakhs)
2009 2008 2007 2006 30, 2005
Represented by :
I Shareholder's Funds
Share Capital 4339.03 4339.03 1814.03 1161.64 1161.64
Reserves 16015.60 12989.51 10557.15 2560.85 2468.54
Total 20354.63 17328.54 12371.18 3722.49 3630.18
Less
J Profit & Loss Account 0.00 0.00 0.00 0.00 39.19
( Debit Balance )
Miscellaneous 159.41 275.00 0.00 0.00 0.00
Expenditure (to the
extent not written off or
K adjusted)
L Net Worth 20195.22 17053.54 12371.18 3722.49 3590.99
3
STATEMENT OF PROFITS AND LOSSES AS RESTATED
(Rs. Lakhs)
Particulars For the For the For the For The 6 For the 18
year ended year ended year ended months months
on March on March on March ended on ended on
31, 2009 31, 2008 31, 2007 March 31, September
2006 30, 2005
Income
Contract Receipts 130898.53 91498.18 50021.29 14199.62 35023.75
Other Income 1045.84 564.16 173.45 131.40 468.12
Increase / (Decrease) in Work (2103.46) 2396.49 426.95 (75.84) 614.13
in Progress
Total Income 129840.91 94458.83 50621.69 14255.18 36106.00
Expenditure
Cost of Materials 55812.01 44191.88 22088.68 7030.79 18011.27
Work Charges 34254.98 22978.71 15120.49 3077.41 8868.03
Construction Expenses 12428.96 8720.24 3572.88 1329.83 3817.04
Payment to Employees 8868.24 6069.30 3108.36 1018.36 2312.54
Other Expenses 7052.53 4818.37 2497.91 879.84 2650.28
Total Expenditure Before 118416.72 86778.50 46388.32 13336.23 35659.16
Interest, Depreciation, Tax
Profit/ (Loss) Before 11424.19 7680.33 4233.37 918.95 446.84
Interest 3245.96 1255.96 1018.03 493.10 1689.09
Depreciation 2983.36 1654.99 686.52 201.04 531.64
Total 6229.32 2910.95 1704.55 694.14 2220.73
Profit/ (Loss) before Tax 5194.87 4769.38 2528.82 224.81 (1773.89)
Taxation (Current Year) 1811.32 1290.58 28.26 0.00 0.00
Deferred Tax Provision (369.56) 341.43 853.60 75.14 (627.46)
Fringe Benefit Tax 77.00 65.78 41.49 18.18 10.55
Net Profit/ (Loss) after Tax 3676.11 3071.59 1605.47 131.49 (1156.98)
Notes:
1. For adjustments / regrouping in the financial statements, financial year 2008-2009 is taken as
base and corresponding changes are made in the earlier years, wherever necessary, major
being:
a. Figures of increase / (decrease) in Work In Progress are shown separately and excluded from
Cost of Materials.
b. Figures of Work Charges are shown separately and excluded from Construction expenses.
c. Figures of heavy vehicle maintenance charges are excluded from Other Expenses and included
into Construction expenses
4
CONSOLIDATED SUMMARY STATEMENT OF ASSETS AND LIABILITIES, AS
RESTATED
(Rs. Lakhs)
March March 31, March March September
31, 2009 2008 31, 2007 31, 2006 30, 2005
A Fixed Assets
Gross Block 29423.77 23452.71 12896.87 8404.37 7467.31
Net Block 22214.50 19011.47 9897.52 5942.09 5198.77
203.07
Capital Work in Progress 148.87 95.21 125.21 30.92
Total 22417.57 19160.34 9992.73 6067.30 5229.69
B Investments 3.62 3.62 3.62 3.62 3.62
Current Assets, Loans and

D Advances
Inventories 8125.60 10337.82 2944.32 1518.60 1475.63
Sundry Debtors 43217.93 26991.19 16757.66 8156.04 6947.02
Cash and Bank Balances * 1180.06 1634.47 4160.96 879.27 896.70
Total 59424.14 44950.76 26671.14 12220.28 10708.91
E Liabilities and Provisions

Loan Funds
Secured 17602.36 11216.82 5865.71 4252.65 6069.14
Unsecured 2160.41 183.16 563.68 1521.55 1676.36
Total 19762.77 11399.98 6429.39 5774.20 7745.50

G Current Liabilities and Provisions
Provisions 2960.20 2052.51 969.83 338.64 262.40
Total 41092.83 34504.43 17002.53 8743.76 4636.20
H Net Worth 20229.48 17083.18 12410.96 3789.50 3652.67

* Cash and Bank Balances include fixed deposit on which the Banks have a lien.
5
Represented by :
Share Capital 4339.03 4339.03 1814.03 1161.64 1161.64
Reserves 16050.29 13019.66 10597.52 2628.52 2491.73
Total 20389.32 17358.69 12411.55 3790.16 3653.37
J Miscellaneous Expenditure (to

the extent not written off or 159.84 275.51 0.59 0.66 0.70
adjusted)
k Net Worth 20229.48 17083.18 12410.96 3789.50 3652.67
6
CONSOLIDATED SUMMARY STATEMENT OF PROFIT & LOSS, AS RESTATED
(Rs. Lakhs)
year ended year year months months
31, 2009 March 31, March 31, March 31, September
2008 2007 2006 30, 2005
Income
Other Income 1051.74 569.56 171.74 124.30 443.36
Increase / (Decrease) in Work
(2094.28) 2397.25 416.33 (75.84) 611.62
in Progress
Total Income 130152.67 94813.65 50808.04 14484.94 36406.37
Expenditure
Work Charges 34438.32 23146.96 15175.28 3077.41 8868.03
Other Expenses 7187.59 4937.55 2629.59 957.61 2846.57
Total Expenditure before
118681.79 87109.04 46592.86 13550.09 35909.57
Profit/ (Loss) Before
11470.88 7704.61 4215.18 934.85 496.80
Interest 3260.27 1272.18 1028.38 496.54 1701.46
Depreciation 3006.21 1676.90 697.55 205.84 547.01
Total 6266.48 2949.08 1725.93 702.38 2248.47
Net Profit/ (Loss) after tax 3681.86 3061.36 1578.17 136.00 (1136.07)
base and corresponding changes are made in the earlier years, wherever necessary, major
being:
Cost of Materials.
into Construction expenses
7
(i) The increase in net block of fixed assets of Rs. 9113.95 lakhs from March 31, 2007 to March
31, 2008 was mainly due to the net addition of plant & machinery to the tune of Rs. 8491 lakhs.
During the year 2007-08, the Company had to execute few major infrastructure projects which
needed substantial investment in crushing plant, motor graders, batching plant, piling rig,
compactors etc. The company also had to make additional investments to expedite some of the
existing and new building projects. The increase in plant and machinery was inevitable for
achieving major growth during 2007-08. This will also increase execution capacity of the
company in the long run.
(ii) The level of inventory increased from Rs. 2944.32 lakhs as at March 31, 2007 to Rs. 10337.82
lakhs as on March 31, 2008 due to increase in overall turnover as well as no. of projects. The
level of inventory also depends on the nature of projects, contractual conditions etc. If the
scope of the project includes steel and cement to be supplied by the Company, the level of
inventory will be higher. Most of the projects executed during the year 2007-08 were having
steel and cement in the scope of the Company which resulted into higher inventory. In one of
the projects, the company had to import raw materials in bulk which was required to be
consumed over few months. This has also resulted into additional inventory as on March 31,
2008.
(iii) The debtors have increased during the period March 31, 2007 to March 31, 2009. Though the
value of debtors in absolute terms have gone up, there is an improvement in terms of the no. of
day’s sales outstanding as per the figures shown below.
Particulars As at March As at March As at March

31, 2009 31, 2008 31, 2007
Debtors ( Rs. Lakhs) 43217.93 26991.19 16757.66
Annual Turnover (Rs. Lakhs) 131195.21 91846.84 50219.97
Avg. Daily Turnover (Rs. Lakhs) 359.44 251.63 137.58
Debtors outstanding as a no. of Day’s 120 107 122
Turnover (Days)
The above analysis indicates that, the debtors have increased in absolute terms mainly due to
increase in the turnover of the company but relatively it has not increased in the same
proportion as that of increase in turnover. The debtors in terms of no. of day’s turnover
outstanding has improved in FY 2007-08 and remained constant in FY 2008-09 as compared to
FY 2006-07.
(iv) The amount of loans and advances have gone up during the period March 31, 2007 to March,
31, 2009 due to major growth in turnover, advance payment to the suppliers and back to back
services agencies such as lift, fire fighting, air-conditioning, electrical work etc. There is also
major increase in advance income tax on account of tax deducted at source by clients during
the same period. Further, due to increase in prepaid expenses such as bank guarantee
commission, site infrastructure etc. the overall amount of loans and advances have gone up.
8
GENERAL INFORMATION
Dear Shareholder(s)
Pursuant to the resolution passed by the Board of Directors at their meeting held on January 29, 2009,
it has been decided to make the following offer to the Equity Shareholders of the Company:
ISSUE OF 36,28,058 EQUITY SHARES OF Rs. 10/- EACH AT A PREMIUM OF Rs. 100/-
PER EQUITY SHARE AGGREGATING TO RS. 3,990.86 LAKHS TO THE EQUITY
SHAREHOLDERS ON RIGHTS BASIS IN THE RATIO OF 1 (ONE) EQUITY SHARE FOR
EVERY 5 (FIVE) EQUITY SHARES HELD ON THE BOOK CLOSURE DATE i.e. JULY 31,
2009 (“ISSUE”). THE ISSUE PRICE IS 11 TIMES THE FACE VALUE OF THE EQUITY
SHARE.
Registered Office of the Company:
JMC Projects (India) Limited

CIN No.: L45200GJ1986PLC008717
Registered Office: A-104, Shapath-4, Opposite Karnavati Club, S. G. Road,
Ahmedabad – 380 051, India.
Tel: +91-79- 3001 1500 Fax: +91-79-3001 1600/1700
E-mail: cs@jmcprojects.com
Website: www.jmcprojects.com
Address of the Registrar of Companies, Gujarat, Dadra & Nagar Haveli: ROC Bhavan, Opp.
Rupal Park Society, Near Ankur Bus Stand, Naranpura, Ahmedabad – 380 013.
The Equity Shares of the Company are listed on BSE and NSE.
Board of Directors
Name of the Director Designation

Mr. D. R. Mehta Chairman
Mr. Hemant Modi Vice Chairman & Managing Director
Mr.Suhas Joshi Managing Director
Mr.Kamal Jain Director
Mr.Mahendra G Punatar Director
Mr.Ramesh Sheth Director
Mr.Manish Mohnot Director
For more details regarding the Directors please refer to “Management” beginning on page 68 of this
Letter of Offer.
Company Secretary & Compliance Officer

Mr. Ashish Shah
A-104, Shapath –4
Opposite Karnavati Club, S.G. Road
Ahmedabad – 380 051
Tel: +91-79- 3001 1500
Fax: +91-79-3001 1600/1700
Email: cs@jmcprojects.com
9
Investors may contact the Compliance Officer for any pre-Issue/post Issue related matter.
Legal Advisors to the Company
Singhi & Co.

Advocates, Solicitor & Notary
7-8, Premchand House Annexe
Ashram Road
Ahmedabad – 380 009.
Tel: +91-79-2658 8336
Fax: +91-79-2658 7536
Email: singhi@icenet.net
Bankers of the Company
Oriental Bank of Commerce

“Neel Kamal”, Opp: Sales India
Ashram Road
Tel: +91- 79-2754 2029
Fax: +91-79-2754 1113
Email: bm0170@obc.co.in
The Karur Vysya Bank Limited

Sakar VII, B Block, Ashram Road
Tel: +91-79-2754 6247
Fax: +91-79-2754 6087
Email: swaminathankp@kvbmail.com
State Bank of India

“Paramsiddhi Complex”
Opp: V S Hospital, Ellisbridge
Tel: +91-79-2658 5623
Fax: +91-79-2658 1512
Email: v.kumar@sbi.co.in
Indian Bank
Ahmedabad Main Branch
Mission Road
Bhadra, Ahmedabad - 380 001.
Tel: +91-79-2550 6641/7087
Fax: +91-79-2550 6583
Email: ahmedabadmain@indianbank.co.in
Punjab National Bank

Shastri Park Branch
Nehrunagar Circle
Ahmedabad - 380 015.
10
Tel: +91-79-2630 5447
Fax: +91-79-2630 9353
Email: rajivsaxena@pnb.co.in
Axis Bank
“Trishul”, Opp. Samartheshwar Mahadev Temple
Law Garden Road
Ahmedabad 380 006
Tel: +91-79-6630 6102
Fax: +91-79-6630 6109
Email: santoshkumar.bajpai@axisbank.com
Lead Manager to the Issue
Collins Stewart Inga Private Limited

A-404, Neelam Centre
Hind Cycle Road, Worli
Mumbai – 400 030.
Tel: +91-22-2498 2937/19/54
Fax :+91-22-2498 2956
Email: jmc.rights@csinga.com
Website: www.csinga.com
Contact Person: Mr. Ashwani Tandon / Ms. Deepa Mutha
Bankers to the Issue
IDBI Bank Ltd.

IDBI Complex
Opp. Muni. Staff Quarters
Nr. Lal Bungalow, Off. C. G. Road
Post Bag No. 22
Ahmedabad - 380 006.
Tel: +91-79-2656 3911/4149/4994
Fax: +91-79-2640 0814
Email: sg.nadkarni@idbi.co.in
Website: www.idbi.com
Contact Person: Mr. S. G. Nadkarni
Registrar to the Issue
Link Intime India Pvt. Ltd.

C-13, Pannalal Silk Mills Compound
LBS Marg, Bhandup (West)
Mumbai - 400 078.
Tel: +91-22-2596 0320
Fax: +91-22-2596 0329
Email: jmc.rights@linkintime.co.in
Website: www.linkintime.co.in
Contact Person: Mr. Praveen Kasare
11
Auditors of the Company
Sudhir N Doshi & Co.

Chartered Accountants
22, Empire Tower, 2nd Floor,
Adjoining Associated Petrol Pump,
C. G. Road, Ellisbridge,
Tel: +91-79-2644 9403
Email: sudhirdoshi@rediffmail.com
Kishan M Mehta & Co.

Chartered Accountants
6, Premchand House Annexe
Ashram Road
Ahmedabad - 380 009
Tel: +91-79-2658 1570
Fax: +91-79-2658 5229
Email: kishanmmehtaco@gmail.com
Registrar to the Company
Pinnacle Shares Registry Pvt. Ltd.

Near Asoka Mills
Naroda Road
Tel: +91-79-2220 0338
Fax: +91-79-2220 2963
Email: girish.patel@psrpl.com
Credit Rating
This being an issue of Equity Shares, no credit rating is required.
Minimum Subscription Clause
If the Company does not receive application money for atleast 90% of the Issued amount the entire
subscription will be refunded to the Applicants within 15 days from the date of closure of the Issue. If
there is a delay in the refund of application money by more than eight days after the Company
becomes liable to pay the amount (15 days after closure of the Issue), the Company will pay interest
for the delayed period at prescribed rates in sub-sections (2) and (2A) of Section 73 of the Companies
Act, 1956.
12
CAPITAL STRUCTURE
The Capital Structure of the Company and related information is set forth below:
Particulars Aggregate Aggregate

Nominal Value at
Value Issue Price
(Rs.) (Rs.)
Authorised Share Capital
2,47,50,000 Equity Shares of Rs. 10/- each 24,75,00,000
12,50,000 Preference Shares of Rs. 202/- each 25,25,00,000
Issued, subscribed and paid up capital

12,50,000 Preference Shares of Rs. 202/- each 25,25,00,000
Present Issue being offered to the Equity Shareholders

through the Letter of Offer
36,28,058 Equity Shares of Rs. 10/- each at a premium of
3,62,80,580 39,90,86,380
Rs. 100/- each
Issued, subscribed and paid up capital after the Issue

Securities Premium Account

Existing securities premium account 90,87,14,898
Securities premium account after the Issue 1,27,15,20,698
13
Notes to Capital Structure
1. Details of Capital Structure of the Company since inception
No. of
Face Issue Cumulative
Equity Consider
Date of allotment value Price no. of Remarks
Shares ation
(Rs.) (Rs.) shares
allotted
June 26, 1986 200 100 100 200 Cash Initial Subscription
June 27, 1987 500 100 100 700 Cash Issue to Promoters
March 20, 1988 1300 100 100 2000 Cash Issue to Promoters
March 31, 1989 4000 100 100 6000 Cash Issue to Promoters
July 10, 1990 2000 100 100 8000 Cash Issue to Promoters
June 20, 1993 80000 10 - 80000 -- Split of Equity
Shares from face
value Rs. 100/- each
to Rs. 10/- each
June 20, 1993 500000 10 Nil 580000 N.A Bonus Issue
May 3, 1994 471100 10 Nil 1144100 N.A Bonus Issue
December 2, 1994 1597700 10 24 3097700 Cash Public Issue
February 24, 2000 1548850 10 Nil 4646550 N.A Bonus Issue
September 9, 2005 6969825 10 45 11616375 Cash Rights Issue
October 9, 2006 38013 10 107 11654388 Cash Warrant Conversion
November 9, 2006 286507 10 106 11940895 Cash Warrant Conversion
November 17, 2006 4646550 10 100 16587445 Cash Rights Issue
December 10, 2006 105725 10 119 16693170 Cash Warrant Conversion
January 9, 2007 64698 10 134 16757868 Cash Warrant Conversion
February 6, 2007 1328767 10 152 18086635 Cash Warrant Conversion
March 10, 2007 53655 10 182 18140290 Cash Warrant Conversion
Build up of Preference Share Capital
No. of
Face Issue Cumulative
Date of preference Consider
value Price no. of Remarks
allotment shares ation
(Rs.) (Rs.) shares
allotted
June 11, 2007 12,50,000 202 202 12,50,000 Cash Preferential allotment
of 6% Optionally
Convertible Preference
Shares to the Promoters
of the Company.
The holder of OCPS

had an option to
convert their OCPS into
14
Equity Shares of the
Company during the
exercise period. The
option was not
exercised by the
holders within the
exercise period and the
same was automatically
converted into 6% Non
Cumulative
Redeemable Preference
Shares as per the terms
of OCPS issue on
December 11, 2008.
2. Build up of Promoter and Promoter Group
Name of No. of Face Date of Date of Price/ Nature of Issue

Promoter and shares value allotment / making fully Consider
Promoter Group (Rs.) acquisition / paid ation
sale Rs. per
share
Hemant Modi 100 100 100.00 Subscriber to
June 26, 1986 June 26, 1986 Memorandum
250 100 100.00 Allotment
June 27, 1987 June 27, 1987 against Cash
150 100 March 20, 100.00 Allotment
March 20, 1988 1988 against Cash
2040 100 March 31, 100.00 Allotment
March 31, 1989 1989 against Cash
25400 10 June 20, 1993 June 20, 1993 - Split of Equity
Shares from face
value Rs. 100/-
each to Rs. 10/-
each
158750 10 June 20, 1993 June 20, 1993 0.00 Bonus Shares
128905 10 May 3, 1994 May 3, 1994 0.00 Bonus Shares
14 10 10.00 Allotment
200 10 December 2, December 2, 24.00 Allotment in
1994 1994 Public Issue
(1700) 10 January 31, January 31, (24.00) Sold
1995 1995
(1100) 10 February 28, February 28, (24.00) Sold
1995 1995
(500) 10 March 31, (24.00) Sold
March 31, 1995 1995
(1000) 10 April 29, 1995 April 29, 1995 (24.00) Sold
(1100) 10 July 15, 1995 July 15, 1995 (24.00) Sold
(200) 10 October 31, October 31, (40.00) Sold
1995 1995
15
sale Rs. per
share
1500 10 December 31, December 31, 40.00 Purchased
1995 1995
2000 10 January 31, January 31, 40.00 Purchased
1996 1996
3000 10 August 20, August 20, 40.00 Purchased
1997 1997
2300 10 November 29, November 29, 45.96 Purchased
1997 1997
1998 1998
2000 10 March 16, March 16, 50.00 Purchased
1998 1998
300 10 June 30, 1998 June 30, 1998 45.94 Purchased
100 10 July 30, 1998 July 30, 1998 70.00 Purchased
1998 1998
(5) 10 December 31, December 31, 0.00 Sold (gifted)
1999 1999
159832 10 February 24, February 24, 0.00 Bonus Shares
2000 2000
2000 2000
2001 2001
(3500) 10 December 31, December 31, (20.00) Sold
2001 2001
(3500) 10 July 15, 2002 July 15, 2002 (20.00) Sold
1000 10 September 17, September 17, 22.00 Purchased
2004 2004
(352243) 10 February 28, February 28, (40.00) Acquisition by
2005 2005 KPTL
(100000) 10 March 1, 2005 March 1, 2005 (40.00) Acquisition by
KPTL
136451 10 September 9, September 9, 45.00 Allotment in 1st
2005 2005 Rights Issue
2005 2005
2005 2005
2005 2005
107959 10 November 17, November 17, 100.00 Allotment in 2nd
45483 10 February 6, February 6, 152.00 Allotment
2007 2007 pursuant to
warrant
conversion
(2337) 10 November 27, November 27, 510.06 Sold
2007 2007
16
sale Rs. per
share
2007 2007
2007 2007
(6000) 10 December 5, December 5, 507.99 Sold
2007 2007
33754 10 July 11, 2008 July 11, 2008 0.00 Received gift
from Nina
Shishir Modi
Shares available 334000 10
with Mr. Hemant
Modi as on date
Suhas Joshi 100 100 June 26, 1986 June 26, 1986 100.00 Subscriber to
Memorandum
250 100 June 27, 1987 June 27, 1987 100.00 Allotment
against Cash
630 100 March 20, March 20, 100.00 Allotment
1988 1988 against Cash
1960 100 March 31, March 31, 100.00 Allotment
1989 1989 against Cash
Shares from face
value Rs. 100/-
each to Rs. 10/-
each
200 10 December 2, December 2, 24.00 Allotment in
1994 1994 Public Issue
(3900) 10 January 31, January 31, (24.00) Sold
1995 1995
(1200) 10 February 28, February 28, (24.00) Sold
1995 1995
(100) 10 March 31, March 31, (24.00) Sold
1995 1995
1995 1995
1997 1997
(5) 10 December 31, December 31, 0.00 Sold (gifted)
1999 1999
2000 2000
(432322) 10 February 28, February 28, (40.00) Sold to KPTL
2005 2005 pursuant to SPA
17
sale Rs. per
share
(100000) 10 March 1, 2005 March 1, 2005 (40.00) Sold to KPTL
pursuant to SPA
warrant
conversion
2007 2007
2007 2007
Balance available 83727 10
with Mr. Suhas
Joshi as on date
Kalpataru Power 1640000 10 February 28, February 28, 40.00 Acquired from
Transmission Ltd 2005 2005 Promoters &
their relatives
200000 10 March 1, 2005 March 1, 2005 40.00 Acquired from
Promoters &
their relatives
10300 10 March 10, March 10, 40.00 Received in
2005 2005 open offer
58142 10 March 21, March 21, 40.00 Received in open
2005 2005 offer
2005 2005
2005 2005
2006 2006
2006 2006
warrant
conversion
2007 2007
18
sale Rs. per
share
March 28, March 28, Purchased
180.69
4173 10 2007 2007
December 30, December 30, Purchased
54.37
3000 10 2008 2008
December 31, December 31, Purchased
56.31
49171 10 2008 2008
January 2, January 2, Purchased
64.53
351 10 2009 2009
64.70
15377 10 2009 2009
59.43
1391 10 2009 2009
60.42
4228 10 2009 2009
60.36
1751 10 2009 2009
61.23
830 10 2009 2009
59.95
3505 10 2009 2009
53.71
4255 10 2009 2009
February 2, February 2, Purchased
50.30
2225 10 2009 2009
49.74
3914 10 2009 2009
53.61
6700 10 2009 2009
55.16
9315 10 2009 2009
54.62
893 10 2009 2009
3874 10 March 3, 2009 March 3, 2009 54.75 Purchased
52.36
531 10 2009 2009
55.97
30000 10 2009 2009
Balance available
with Kalpataru
Power 9617965 10
Transmission Ltd.
as on date
19
sale Rs. per
share
620 100 July 10, 1990 July 10, 1990 100.00 Allotment
Sonal Modi Against Cash
6200 10 June 20, 1993 June 20, 1993 10.00 Split of Equity
Shares from face
value Rs. 100/-
each to Rs. 10/-
each
21500 10 10.00 Allotment
1996 1996
1996 1996
500 10 October 29, October 29, 40.00 Purchased
1997 1997
700 10 April 15, 1998 April 15, 1998 50.00 Purchased
(400) 10 September 30, September 30, (60.00) Sold
1999 1999
1999 1999
1000 10 February 22, February 22, 54.00 Purchased
2000 2000
2000 2000
5800 10 April 30, 2000 April 30, 2000 32.07 Purchased
600 10 May 15, 2000 May 15, 2000 30.00 Purchased
1300 10 May 23, 2000 May 23, 2000 30.00 Purchased
2000 2000
2000 2000
2000 2000
2001 2001
2001 2001
2001 2001
20
sale Rs. per
share
2003 2003
2004 2004
2004 2004
1000 10 February 28, February 28, 72.00 Purchased
2005 2005
2007 2007
warrant
conversion
33746 10 July 11, 2008 July 11, 2008 0.00 Gift received
from Nina
Shishir Modi
with Sonal Modi
as on date
Rasilaben 800 10 June 20, 1994 June 20, 1994 10.00 Allotment
Vindochandra against cash
Modi
400 10 February 24, February 24, 0.00 Bonus shares
2000 2000
750 10 September 15, September 15, 0.00 Transferred from
2005 2005 Vinodchandra
Keshavlal Modi
due to death
(1950) 10 September 19, September 19, 107.00 Sold
2005 2005
1017 10 November 9, November 9, 106.00 Allotment
warrant
conversion
21
sale Rs. per
share
50 10 December 10, December 10, 119.00 Allotment
warrant
conversion
with Rasilaben
Vinodchandra
Modi as on date
Varsha Hiren 500 10 June 30, 1999 June 30, 1999 48.00 Purchased
Gandhi
250 10 February 24, February 24, 0.00 Bonus shares
2000 2000
warrant
conversion
with Varsha
Hiren Gandhi as
on date
Ami Hemantbhai 200 100 July 10, 1990 July 10, 1990 100.00 Allotment
Modi against cash
Shares from face
value Rs. 100/-
each to Rs. 10/-
each
2000 2000
2004 2004
2005 2005
2005 2005
2005 2005
22
sale Rs. per
share
1000 10 September 22, September 22, 146.61 Purchased
2008 2008
with Ami
Hemantbhai Modi
as on date
3. Shareholding pattern as per clause 35 of the Listing Agreement as on July 31, 2009
Total Shareholding as a Shares Pledged or

No. of
Cate percentage of number otherwise encumbered
No. of shares in
gory Total no. of shares
Category of Shareholder share Demate-
Cod of shares As a As a No. of As a
holders rialized
e percentage percentage shares percentage
mode
of (A+B) of (A+B+C)
(IX) =
(I) (II) (III) (IV) (V) (VI) (VII) (VIII) (VIII) / IV
* 100
A Shareholding of Promoter and Promoter Group
1 Indian
(a) Individuals/ Hindu
8 475266 475266 2.62 2.62 0 0.00
Undivided Family
(b) Central Government/ State
Government(s)
(c) Bodies Corporate 1 9617965 9617965 53.02 53.02 0 0.00
(d) Financial Institutions/
Banks
(e) Any Others(Specify)
Sub Total(A)(1) 9 10093231 10093231 55.64 55.64 0 0.00
2 Foreign
(a) Individuals (Non-
Residents Individuals/
Foreign Individuals)
(b) Bodies Corporate
(c) Institutions
(d) Any Others(Specify)
Sub Total(A)(2) 0 0 0 0.00 0.00 0 0.00
Total Shareholding of
Promoter and Promoter
9 10093231 10093231 55.64 55.64 0 0.00
Group (A)=
(A)(1)+(A)(2)
B Public Shareholding
1 Institutions N.A. N.A.
(a) Mutual Funds/ UTI 6 1173328 1172728 6.47 6.47
(b) Financial Institutions /
Banks
(c) Central Government/ State
Government(s)
(d) Venture Capital Funds
(e) Insurance Companies
(f) Foreign Institutional 9 1423975 1423975 7.85 7.85
23
Investors
(g) Foreign Venture Capital
Investors
(h) Any Other (specify)
Sub-Total (B)(1) 15 2597303 2596703 14.32 14.32
2 Non-Institution
(a) Bodies Corporate 327 661320 658519 3.65 3.65
(b) Individuals
i. Individual shareholders
holding nominal share 10114 3126754 2975121 17.24 17.24
capital up to Rs 1 lakh
ii. Individual shareholders
holding nominal share
31 974177 974177 5.37 5.37
capital in excess of Rs. 1
lakh.
(c) Any other (pl. specify)
i. Non-Resident Indians 150 453750 453700 2.50 2.50
ii. Trust 2 75000 75000 0.41 0.41
iii. Clearing Members 51 158755 158755 0.88 0.88
Sub-Total (B)(2) 10675 5449756 5295272 30.04 30.04
Total Public
Shareholding 10690 8047059 7891975 44.36 44.36 N.A. N.A.
(B)=(B)(1)+(B)(2)
Total (A +B) 10699 18140290 17985206 100.00 100.00
C Shares held by
Custodians and against
which Depository Nil Nil Nil Nil Nil N.A. N.A.
Receipts have been
issued
GRAND TOTAL 10699 18140290 17985206 N.A. 100.00
4. None of the Promoters and persons forming part of the Promoter Group have been restrained
from accessing the capital market for any reasons by SEBI or any other authorities.
5. Details of Promoters’ shares pledged with Banks/Financial Institutions
No shares have been pledged.
6. Details of transactions in Equity Shares by the Promoter and Promoter Group during the
last six months
a. Purchase
Name of Promoter Date of No. of Cost Total

transaction Shares per amount
share Rs.
Kalpataru Power Transmission
Ltd. February 2, 2009 1163 50.35 58557.19
1062 50.25 53366.20
February 3, 2009 3056 49.65 151718.58
858 50.06 42951.30
February 4, 2009 3767 53.42 201231.90
2933 53.86 157962.65
February 5, 2009 4366 55.01 240176.43
24
4949 55.28 273600.63
February 26, 2009 112 55.12 6173.40
781 54.54 42597.90
March 3, 2009 2026 54.60 110614.81
1848 54.92 101500.78
March 4, 2009 248 54.87 13608.72
March 5, 2009 1050 54.90 57643.18
753 54.81 41269.61
March 6, 2009 372 55.05 20479.35
460 55.38 25473.92
March 9, 2009 3500 52.92 185217.64
2500 52.26 130653.87
March 12, 2009 231 52.36 12094.90
300 52.36 15708.50
March 18, 2009 30000 55.97 1678960.26
b. Market Sale
No shares have been sold by the Promoter and Promoter Group in the last six months.
c. Maximum and minimum price details for above market purchases and sales
transactions
Purchases Sale
Max. Price Date of Min.Price Date of
Name of Promoter
(Rs. per Purchase (Rs. per Purchase
share) share)
Kalpataru Power 55.97 March 18, 49.65 February 3, N.A
Transmission Ltd. 2009 2009
7. Top Ten shareholders
a. Top Ten Shareholders as on August 21, 2009.
Sr. Name of Shareholder % to

No. of
No. total
shares
paid up
held
capital
1 Kalpataru Power Transmission Limited 9617965 53.02
2 Acacia Partners, LP 594190 3.28
3 Templeton Mutual Fund A/C Franklin India Prima Fund 463345 2.55
4 Hemant Modi 334000 1.84
5 Wellington Management Company, LLP A/C Bay Pond MB 301853 1.66
25
6 Birla Sun Life Trustee Company Pvt. Limited A/C Birla Sun 277304 1.53
Life Long Term Advantage Fund - Series 1
7 Acacia Institutional Partners, LP 263001 1.45

8 Dr Sanjeev Arora 255975 1.41
9 Rahul Goenka 163750 0.90
10 Tata Trustee Company Private Ltd A/C Tata Mutual Fund A/C 155545 0.86
Tata Service Industries Fund
b. Top Ten Shareholders as on August 14, 2009
Sr. Name of the shareholder No. of % to total

Shares paid up
capital
5 Wellington Management Company, LLP A/C Bay Pond 301853 1.66
MB
6 Birla Sun Life Trustee Company Pvt Limited A/C Birla 277304 1.53
Sun Life Long Term Advantage Fund - Series 1
8 Dr. Sanjeev Arora 255975 1.41
9 Rahul Goenka 163750 0.90
10 Tata Trustee Company Private Ltd A/C Tata Mutual Fund 155545 0.86
A/C Tata Service Industries Fund
c. Top Ten Shareholders as on August 10, 2007
Sr. Name of Shareholders No. of % to total

shares held paid up
capital
5 Morgan Stanley and Co.International Limited A/C Morgan 210344 1.16
Stanley Dean Witter Mauritius Company Limited
6 Dr. Sanjeev Arora 196675 1.08
7 Kotak Emerging Equity Scheme 195000 1.07
9 Shivani T. Trivedi 158350 0.87
10 Tata Trustee Company Private Ltd A/C Tata Mutual Fund 156393 0.86
A/C Tata Service Industries Fund
26
8. Employee Stock Option Scheme (“ESOS”)
The Company has instituted an Employee Stock Option Scheme to reward and retain its
employees and to enable them to participate in the Company’s future growth and financial
success. Pursuant to the resolutions passed at the shareholders meeting and Remuneration
Committee dated July 13, 2007 and July 21, 2007 respectively, the Company has granted
6,00,000 Employee Stock options exercisable into 6,00,000 Equity Shares of Rs. 10/- each to
eligible employees at a price of Rs. 217/- per share being 20% discount of the market price of Rs.
272/- prevailing on the date prior to the date of the meeting on July 21, 2007 of the Remuneration
Committee duly authorized, in which the ESOP was granted.
The following table sets forth the particulars of options granted under the ESOS as on June 30,
2009.
Options granted 6,00,000 Employee stock Options
The Pricing Formula 20% discount to the closing market price on the date
prior to the date of the meeting of the Remuneration
Committee in which Options were granted. The closing
market price quoted on BSE on July 20, 2007 was Rs.
272/- per Equity Share and options were granted at Rs.
217/- per share on July 21, 2007.
Options vested as on July 21, 86,807
2008
Options exercised Nil
Total number of Equity Shares Nil
arising as a result of exercise of
options (Equity Shares of Rs. 10/-
each)
Fund raised by exercise of Nil
Options
Options lapsed 115,626
Variation of terms of options Nil
Total number of options in force
as on June 30, 2009
Vested 82,715
4,01,659
Unvested
Person wise details of options Directors and key managerial employees Directors
granted to
Directors:
Name Options granted
Mr. Kamal Jain 32,550
27
Key Managerial Employees (excluding Directors) :
Name Options granted
V. Lanka 10,000
Atul Shah 10,000
Alok C Sapre 10,000
Anupam Dhiman 11,300
Narendra 10,400
Kantawala
Nitin C Parikh 11,300
Shanthakumar G M 11,300
D. Lakshinarayana 6,100
Nawrang Singh 6,500
Punia
B. N. Nagaraj 9,000
Amit K Raval 11,300
Virendra Kumbhat 10,400
Total 1,17,600
Any other Director/ key 32,550 options granted to Mr. Kamal Jain, Non-
managerial employee who Executive Director
received a grant in any one year
of options amounting to 5% or
more of the options granted
during the year
Identified employees who are Nil
granted options, during any one
year equal to or exceeding 1% of
the issued capital (excluding
outstanding warrants and
conversions) of the Company at
the time of grant
SEBI (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999
have been complied with by the Company.
9. The total number of shareholders as on August 21, 2009 are 10,949.
10. The present Issue being a Rights Issue, as per clause 4.10.1(c) of extant SEBI guidelines, the
requirement of Promoters’ contribution and lock-in are not applicable.
11. As on date there are no outstanding warrants.
12. None of the Directors of KPTL, the Promoter hold shares in JMC.
28
13. The Company has not raised any bridge loan against the proceeds of the present Issue.
14. The Directors of the Company and the Lead Manager of the Issue have not entered into any buy-
back, standby or similar arrangements for any of the securities being issued through this Letter of
Offer.
15. Promoter and promoter group have confirmed by their letters dated March 31, 2009 that they
intend to subscribe to the full extent of their entitlement, being 55.64% of the Issue size, in the
Issue. The Promoter and the promoter group reserve their right to subscribe to their entitlement
and/or apply for additional Equity Shares in the Issue either by themselves or a combination of
entities controlled by them, including by subscribing for renunciation, if any, made by any other
shareholder.
As a result of subscription to their entitlement and any unsubscribed portion and consequent
allotment, the Promoter and the promoter group may acquire shares over and above their
entitlement in the Issue, which may result in an increase of their shareholding in the Company.
This subscription and acquisition of such additional Equity Shares by the Promoter and the
promoter group, if any, will not result in change of control of the management of the Company
and shall be exempt in terms of the proviso to Regulation 3(1)(b)(ii) of the Takeover Code. As
such, other than meeting the requirements indicated in the section on “Objects of the Issue”
beginning on page 31 of this Letter of Offer, there is no other intention/purpose for this Issue,
including any intention to delist the Company, even if, as a result of allotments to the Promoter
and the Promoter Group, in this Issue, the Promoter’s and the promoter group’s shareholding in
the Company exceeds their current shareholding. Allotment to the Promoter of any subscribed
portion of Equity Shares, over and above its entitlement shall be done in compliance with the
Listing Agreement and other applicable laws prevailing at that time relating to continuous listing
requirements.
For the Equity Shares being offered on rights basis under this Issue, if the shareholding of any of
the Equity Shareholders is less than 5 or is not in the multiples of 5 then the fractional entitlement
of such holders for Equity Shares shall be rounded off to the next higher integer.
The additional Equity Shares needed for such adjustment will be first adjusted from the
unsubscribed portion of the Issue, if any and should there be further requirement, from the
Promoter / Promoter group’s entitlement at the time of the allotment.
The Company hereby confirms that, in case the Issue is completed with the Promoter and the
promoter group subscribing to Equity Shares over and above their entitlement, the public
shareholding in the Company after the Issue will not fall below the minimum level of public
shareholding as specified in the listing conditions or listing agreement as per clause 40A.
16. The terms of issue to Non-Resident Equity Shareholders/Applicants have been presented under
the section “Terms of the Issue” beginning on page 356 of this Letter of Offer.
17. At any given time, there shall be only one denomination of the Equity Shares of the Company
and the disclosures and accounting norms specified by SEBI from time to time will be complied
with.
18. The Company does not have any partly paid Equity Shares.
29
19. The Company has not issued any shares out of the revaluation reserves.
20. The Company has complied with the provisions of chapter XV of the SEBI guidelines. In terms
of provisions 15.1.10, a certificate duly signed by the Issuer and counter signed by the Company
Secretary in practice has been submitted to SEBI on February 26, 2000 certifying compliance of
all terms and conditions (as provided in the guidelines) for issue of 15,48,850 bonus shares.
21. There has been no issue of shares for consideration other than cash except to the extent of Bonus
Shares issued to the existing shareholders by capitalisation of free reserves.
22. The Company as well as major shareholders have duly complied with the provisions of Chapter
II of SEBI (SAST) Regulations, 1997 but with a delay for the years 1997-2002. The Company
has filed necessary disclosures on March 31, 2003 under the SEBI Regularisation Scheme, 2002.
The filings for the subsequent years i.e. March 31, 2003, 2004, 2005, 2006, 2007,2008 and 2009
were done on April 8, 2003 and September 23, 2003 (for dividend), April 12, 2004, April 14,
2005 and April 12, 2006, April 14, 2007 and August 1, 2007 (For dividend), April 18, 2008 and
August 8, 2008 (for dividend), April 08, 2009 and August 01, 2009 (for dividend) respectively.
23. The Company has complied during the financial year 2008 – 2009 with the following:
a. provisions of the Listing Agreement with respect to reporting and compliance under clauses
35, 40 A, 41 and 49;
b. provisions of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations 1997,
with respect to reporting in terms of Regulation 8(3) pertaining to disclosure of changes in
shareholding and regulation 8A pertaining to disclosure of pledged shares
c. provisions of the SEBI (Prohibition of Insider Trading) Regulations, 1992 with respect to
reporting in terms of Regulation 13.
24. No further issue of capital by way of issue of bonus Equity Shares, preferential allotment, rights
issue or public issue or in any other manner, which will affect the capital of the Company shall be
made during the period commencing from the filing of this Letter of Offer with the SEBI till the
Equity Shares issued under this Letter of Offer have been listed or application moneys are
refunded on account of the failure of the Issue, except on account of allotment of shares to the
employees upon their exercise of ESOP granted to them. Further, presently the Company does not
have any proposal, intention, negotiation or consideration to alter the capital structure by way of
split / consolidation of the denomination of the shares / issue of shares on a preferential basis or
issue of bonus or rights or public issue of Equity Shares or any other securities within a period of
six months from the date of opening of the present Issue.
However, if the business needs of the Company so require, the Company may alter the capital
structure by way of split / consolidation of the denomination of the shares / issue of shares on a
preferential basis or issue of bonus or rights or public issue of shares or any other securities
during the period of six months from the date of listing of the Equity Shares issued under this
Letter of Offer or from the date the application moneys are refunded on account of failure of the
Issue, after seeking and obtaining all the approvals which may be required for such alteration.
25. The Issue will remain open for atleast 15 days. However, the Board/Committee of Directors will
have the right to extend the Issue period as it may determine from time to time but not exceeding
30 days from the Issue Opening Date.
30
OBJECTS OF THE ISSUE
The net proceeds of the Issue, after deduction of Issue expenses, are estimated to be approximately
Rs. 3,925.00 lakhs (“Net Proceeds”).
The Objects of the Issue are as follows:
1. Redemption of Preference Shares

2. Working Capital Margin
3. Issue Expenses
The main Objects clause and objects incidental or ancillary to the main objects set out in
Memorandum of Association enables the Company to undertake the existing activities and the
activities for which funds are being raised through the present Issue.
Proceeds of the Issue
Sr. No. Description Rs. Lakhs

1. Gross proceeds of the Issue 3990.86
2. Issue Expenses 65.86
3. Net proceeds of the Issue 3,925.00
Requirement of Funds and Means of Finance

1. Redemption of Preference Shares 2525.00
2. Working Capital Margin 1400.00
3. Issue expenses 65.86
TOTAL 3990.86
Means of Finance

1. Proceeds from the present Rights Issue 3990.86
TOTAL 3990.86
The Company’s fund requirement and deployment are based on internal management estimates and
have not been appraised by any bank or financial institution. In view of the competitive and dynamic
nature of the industry in which the Company operates, the Company may have to revise its business
plan from time to time and consequently, the funding requirements may also change.
31
Details of utilization of funds
1. Redemption of Preference Shares
The Company had issued 12,50,000 6% Optionally Convertible Preference Shares (OCPS) of the
face value of Rs. 202/- each on a preferential basis to the Promoters of the Company namely
KPTL, Mr. Hemant Modi and Mr. Suhas Joshi on June 11, 2007. The terms of conversion of the
OCPS were as follows:
Each OCPS was convertible into an Equity Share of Rs. 10/- each at premium of Rs. 192/- per
share within 18 months from the date of allotment i.e. on or before December 10, 2008 at the
option of the holders. If the option is not exercised by the holder the same shall be converted into
6% Non Cumulative Redeemable Preference Share of Rs. 202/- each redeemable at the end of 5th
year from the date of allotment or early redemption as may be decided by the Board of Directors.
The conversion option was not exercised by the holders during the exercise period. The Board of
Directors at their meeting held on December 11, 2008 took on record the automatic conversion of
the said OCPS into 6% Non Cumulative Redeemable Preference Shares of Rs. 202/- each with
immediate effect.
The Board of Directors, at their meeting held on January 29, 2009 approved the redemption of the
12,50,000 Non Cumulative Redeemable Preference Shares at a redemption price of Rs. 202/-
each aggregating to Rs.2525 lakhs. The Company will utilize part of the proceeds of the Issue
aggregating Rs. 2525 lakhs towards redemption of the said Preference Shares.
Clausewise compliance with Section 80 of the Companies Act, 1956 regarding redemption of
Preference Shares is as under:
Section Particulars Compliance Status

80 (1) Subject to the provisions of this section, a Complied with, the
company limited by shares may, if so authorised Company is redeeming the
by its articles, issue preference shares which are, or preference shares out of the
at the option of the company are to be liable, to be fresh issue i.e. Rights Issue
redeemed:
Provided that-
(a) no such shares shall be redeemed except out of

profits of the company which would otherwise be
available for dividend or out of the proceeds of a
fresh issue of shares made for the purposes of the
redemption;
(b) no such shares shall be redeemed unless they Complied with as the
are fully paid; Preference Shares are fully
paid up
(c) the premium, if any, payable on redemption Not Applicable as the
shall have been provided for out of the profits of Preference Shares will be
the company or out of the company's security redeemed at par and no
premium account, before the shares are redeemed; premium will be payable on
redemption
32
(d) where any such shares are redeemed otherwise Not Applicable as the
than out of the proceeds of a fresh issue, there Company will redeem the
shall, out of profits which would otherwise have Preference Shares out of
been available for dividend, be transferred to a the proceeds of the fresh
reserve fund, to be called the capital redemption issue i.e. present Rights
reserve account, a sum equal to the nominal Issue
amount of the shares redeemed; and the provisions
of this Act relating to the reduction of the share
capital of a company shall, except as provided in
this section, apply as if the capital redemption
reserve account were paid-up share capital of the
company.
80(2) Subject to the provisions of this section, the Complied with
redemption of preference shares there under may
be effected on such terms and in such manner as
may be provided by the articles of the company.
80(3) The redemption of preference shares under this Complied with - by
section by a company shall not be taken as redemption of preference
reducing the amount of its authorised share capital. shares, the Authorised
Share Capital will not be
affected
80(4) Wherein pursuance of this section, a company has Noted for Compliance
redeemed or is about to redeem any preference
shares, it shall have power to issue shares up to the
nominal amount of the shares redeemed or to be
redeemed as if those shares had never been issued;
and accordingly the share capital of the company
shall not, for the purpose of calculating the fees
payable under section 611, be deemed to be
increased by the issue of shares in pursuance of
this sub-section:
Provided that, where new shares are issued before

the redemption of the old shares, the new shares
shall not, so far as relates to stamp duty, be deemed
to have been issued in pursuance of this sub-
section unless the old shares are redeemed within
one month after the issue of the new shares.
80(5) The capital redemption reserve account may, Not Applicable
notwithstanding anything in this section, be
applied by the company, in paying up unissued
shares of the company to be issued to members of
the company as fully paid bonus shares.
80(5A) Notwithstanding anything contained in this Act, no Not Applicable, as
company limited by shares shall, after the Company has issued
commencement of the Companies (Amendment) Preference Shares for a
Act, 1996, issue any preference share which is period of 5 years
irredeemable or is redeemable after the expiry of a
period of twenty years from the date of its issue.
33
80(6) If a company fails to comply with the provisions of Not Applicable as the
this section, the company, and every officer of the Company has complied
company who is in default, shall be punishable with the provisions of
with fine which may extend to ten thousand Section 80
rupees.
2. Working Capital Margin
The Company has estimated its working capital requirements as under:
(Rs. Lakhs)
Particulars 2009-10 2008-09
(Estimated) (Actual)
Inventory 10500 8085

Sundry Debtors 52500 43195
Loans & Advances 7500 6879
Cash & Bank Balance 1250 1175
Sub Total 71750 59334
Less:
Sundry Creditors 23500 19051
Other Current Liabilities and Provisions 22500 21949
Sub Total 46000 41000
Net Working Capital Requirement 25750 18334
Fund based limit from Banks (including proposed enhancement) 20000 14500
Source of finance availed till date -- 12555
Additional funds for working capital required 5750 3834
Balance to be financed through proceeds of the Issue 1400 --
Balance to be funded from Internal Accruals & market 4350 3834
borrowings
Assumptions for the calculation of working capital requirement

(Estimated) (Actual)
Inventory days 65 58
Sundry Debtors days 120 120
34
Sundry Creditor days 84 79
Sources of Finance for the Working Capital as at March 31, 2009
Particulars Rs. Lakhs.

Fund Based Limits from Banks 10555
Commercial Paper (part of fund based limit of bank finance) 2000
Fixed Deposits 160
Total 12715
Existing Working Capital Facilities

(Rs. Lakhs)
Particulars Total
Fund Based Limits from Banks (Cash Credit)
Oriental Bank of Commerce 6525.00
The Karur Vysya Bank Ltd. 1812.50
State Bank of India 1900.00
Punjab National Bank 1087.50
Indian Bank 2087.50
Axis Bank 1087.50
Total of Fund Based Limits 14500.00
Non-Fund Based Limits

Oriental Bank of Commerce
Bank Guarantee 40500.00
Letter of Credit 1575.00 42075.00
The Karur Vysya Bank Ltd.

Sub Limit for Letter of Credit 750.00 11687.50
State Bank of India

Punjab National Bank

Indian Bank
Letter of Credit 612.50 14212.50
Axis Bank
35
Total Non Fund Based Limits 93500.00
3. Issue Expenses
The Issue expenses are estimated at Rs. 65.86 lakhs, comprising of fees and expenses payable to
the Lead Manager to the Issue, Advisors, printing and stationery expenses, advertising expenses
and other statutory expenses like SEBI/Stock Exchange fees and all other incidental and
miscellaneous expenses for listing of the Equity Share on the Stock Exchanges.
Particulars Rs. Lakhs % of total % of Issue

expenses size
Fees to Lead Manager, Advisor and Auditors 29.23 44.38 0.73
Registrar’s fee 1.80 2.73 0.05
Printing & Stationery expenses 16.76 25.45 0.42
Regulatory & Statutory expenses 12.07 18.33 0.30
Miscellaneous & Contingencies 6.00 9.11 0.15
Total 65.86 100.00 1.65
Schedule of Implementation
(Rs. Lakhs)
Utilization of Funds April’ 09 October’ 09 Total
to to
September’ December’ 09
09
Redemption of Preference Shares 2525.00 -- 2525.00
Working Capital Margin 1000.00 400.00 1400.00
Issue Expenses 50.00 15.86 65.86
Total 3575.00 415.86 3990.86
Statement of Sources & Deployment of fund
Sources & Deployment of funds as on August 06, 2009
Particulars Rs. Lakhs

A Deployment
Rights Issue expenses 16.28
B Sources
Internal Accruals 16.28
The above statement of Sources & Deployment of funds has been certified by Joint Statutory
Auditors, Sudhir N Doshi & Co. and Kishan M Mehta & Co. vide their letter dated August 06, 2009.
36
The internal accruals utilized till date towards the Objects will be recouped from the proceeds of the
Issue.
Monitoring the use of funds
There is no external monitoring agency appointed for the purpose of monitoring the use of funds.
The Audit Committee and the Board will review the use of funds.
Interim use of funds
Pending utilization of the Net Proceeds for the purposes described above, the Company intends to
temporarily invest the funds in high quality interest bearing liquid instruments including deposits with
banks or investments in Mutual Funds or temporarily deploy the funds in working capital loan
accounts. Such investments would be in accordance with the investment policies or investment
approvals approved by the Board/Committee of Directors from time to time.
Further, the Company confirms that no part of the Issue proceeds will be paid as consideration to any
of its Promoters, Directors, key management personnel, associates or group companies except in the
ordinary course of business and towards the redemption of preference shares allotted to the Promoters
as mentioned in the Objects of the Issue.
In accordance with clause 43A of the Listing Agreement the Company shall furnish to the Stock
Exchanges on a quarterly basis, a statement including material deviations if any, in the utilization of
the proceeds of the Issue for the objects of the Issue as stated above. This information will also be
published in newspapers simultaneously with the interim or annual financial results, after placing the
same before the Audit Committee.
Basic terms of the Issue
The Equity Shares being offered are subject to the provisions of the Companies Act, 1956, the
Memorandum and Articles of Association of the Company, the terms of this Letter of offer and other
terms and conditions as may be incorporated in the Allotment advice and other documents/
certificates that may be executed in respect of the Issue. The Equity Shares shall also be subjected to
laws as applicable, guidelines, notifications and regulations relating to the issue of capital and listing
and trading of securities issued from time to time by SEBI, GOI, RBI, ROC and /or other authorities
as in force on the date of issue and to the extent applicable.
37
BASIS FOR ISSUE PRICE
Investors should also refer to the section “Risk Factors” and “Auditors’ Report” to get a more
informed view before making the investment decision.
Qualitative Factors
• Promoters of the Company have a long standing experience in the construction industry.
• The Company was ranked 6th amongst the ‘India’s Fastest Growing Small Companies (Revenues
below 1,000 crore)’ by Business Today – June 15, 2008 edition.
• JMC has execution capabilities across a variety of construction segments including Industrial,
Institutional, Commercial, Residential, Infrastructure and Power.
• JMC has 23 years track record of project execution. It has executed major institutional buildings
and projects on a turnkey basis, demonstrating an adequate integrating and project management
capacity.
• Established track record of completion of projects on time as per schedule.
• The maximum bid capacity as on date of the Company for NHAI projects is Rs. 3,12,300 lakhs.
• Repeat orders from prestigious customers.
• The Quality Management System for construction of Industrial, Institutional, Commercial,
Residential, Infrastructure and Power Projects has been ISO 9001:2000 certified by TUV SUD
South Asia Private Ltd.
Quantitative Factors
The information presented in this section is derived from the Company’s standalone restated financial
statements, as at and for the years ended March 31, 2009, 2008 and 2007.
1. Earnings Per Share (EPS)
Particular Basic EPS Rs. Weight

12 months ended March 31, 2009 19.29 3
Weighted Average EPS 16.85
2. Price/Earning Ratio (P/E) in relation to Issue Price at Rs. 110/- per share.
(a) Based on EPS as per standalone restated financial statements for the year ended March 31,
2009 – Rs. 5.70
(b) Industry P/E
(i) Highest 122.5
(ii) Lowest 2.9
(iii) Industry composite 22.1
Source: Capital Market July 27 – August 09, 2009; Category: Construction
3. Return on Net Worth (RONW)
Particular RONW (%) Weight

38
Weighted Average RONW 17.27
4. Minimum Return on Total Net Worth after Issue Needed to maintain EPS: 19.39 %
5. Net Asset Value (NAV) per Equity Share
(a) As on March 31, 2009: Rs. 111.33

(b) After Issue: Rs. 99.51
(c) Rights Issue price: Rs. 110.00
6. Comparison with Financial Ratios of Peer Group
Name of the Peer Group Accounting Ratios for the FY 2008 - 2009
Company Book RONW EPS P/E Ratio
Value Rs. % Rs. (price as
on July
20, 2009)
JMC Projects (India) Ltd. 111.33 18.20 19.29 8.83
Ahluwalia Contracts (India) Ltd. 28.2 50.9 9.2 11.8
BL Kashyap & Sons Ltd. 232.3 33.1 37.7 8.4
Consolidated Construction 137.4 14.4 18.2 15.3
Consortium Ltd.
Gammon India Ltd. 138.1 9.2 13.1 11.5
Gayatri Projects Ltd. 177.4 24.6 41.2 4.5
Sadbhav Engineering Ltd. 274.8 24.2 50.6 14.6
Subhash Projects and Marketing 97.6 27.0 14.5 9.5
Ltd.
Note Accounting Ratios for JMC Projects (India) Ltd. are derived from the restated financials.
Source: Capital Market July 27 – August 09, 2009; Category: Construction.
7. Issue Price
In view of the reasons mentioned above, the Company and the Lead Manager to the Issue, in
consultation with whom the premium has been decided, are of the opinion that the premium is
reasonable and justified.
The face value of each Equity Share is Rs. 10/- per Equity Share and the Issue Price of Rs. 110/-
per Equity Share is 11 times the face value.
39
STATEMENT OF TAX BENEFITS
To
The Board of Directors
JMC Projects (India) Ltd.
A-104, Shapath -4
Opp. Karnavati Club
S. G. Road
Ahmedabad 380 051
We hereby enclose annexure stating the tax benefits available to JMC Projects (India) Ltd. (“the
Company”) and to the Shareholders of the Company under the provisions of Income Tax Act, 1961
and other direct tax laws presently in force.
The content of this annexure are based on information, explanations and representations obtained
from the Company and on the basis of our understanding of the business activities and operations of
the Company.
A Shareholder is advised to consider his / her / its own tax implication of an investment in the Equity
Shares particularly in view of the fact that certain recently enacted legislation may not have a direct
legal precedent or may have a different interpretation on the benefits which an investor can avail.
For Sudhir N. Doshi & Co. For Kishan M Mehta & Co.
Chartered Accountants Chartered Accountants
Sudhir N. Doshi Kishan M Mehta

Proprietor Partner
Membership No. 30539 Membership No. 13707
Place : Ahmedabad Place : Ahmedabad

Date : August 12, 2009 Date : August 12, 2009
40
ANNEXURE
Under the present direct tax laws, the following key tax benefits, inter alia will be available to the
Company and its shareholders based on the provisions of law as amended by Finance (No.2) Act
2009.
The tax benefits listed below are the possible benefits available under the current tax laws presently in
force in India. Several of these benefits are dependent on the Company or its shareholders fulfilling
the conditions prescribed under the relevant tax laws. Hence the ability of the Company or its
shareholders to derive the tax benefits is dependent upon fulfilling such conditions, which based on
business imperatives it faces in the future, it may not choose to fulfill. This statement is only intended
to provide the tax benefits to the Company and its shareholders in a general and summary manner and
does not purport to be a complete analysis or listing of all the provisions or possible tax consequences
of the subscription, purchase, ownership or disposal etc. of shares, In view of the individual nature of
tax consequence and the changing tax laws, each investor is advised to consult his/her own tax
adviser with respect to specific tax implications arising out of their participation in the issue.
TAX BENEFITS UNDER THE INCOME TAX ACT, 1961
I. SPECIAL TAX BENEFITS
1. SPECIAL TAX BENEFITS AVAILABLE TO THE COMPANY
There are no special tax benefits available to the Company.
2. SPECIAL TAX BENEFITS AVAILABLE TO THE SHAREHOLDERS OF

THE COMPANY
There are no special tax benefits available to the Shareholders of the Company.
II GENERAL TAX BENEFITS
A. TO THE COMPANY
1. Under section 10(34) of the Income Tax Act, 1961 (the I.T. Act), any income by way of
dividend referred to in section 115 O (i.e. any amount declared ,distributed or paid by
way of dividend either interim or otherwise by domestic companies) on the shares of any
company is exempt from tax.
2. Under section 10(38) of the I.T. Act, any long-term capital gains arising to a shareholder
from transfer of long term capital asset, being equity shares in a company or a unit of an
equity oriented fund (i.e. if the shares or units are held for more than twelve months)
would not be liable to tax in the hands of the shareholder, if the transaction is chargeable
to securities transaction tax.
Provided that the income by way of long-term capital gain of a company shall be taken
into account in computing the book profit and income-tax payable under section 115JB.
3. Under Section 115 JAA (1A) of the I.T. Act, tax credit shall be allowed for any tax paid
(MAT) under section 115 JB of the said Act, for any Assessment Year commencing on or
41
after April 1, 2006. Credit eligible for carry forward is the difference between MAT Paid
and the tax computed as per the normal provisions of the Income Tax Act. Such MAT
credit shall not be available for set-off beyond 10 assessment years succeeding the
assessment year in which the MAT Credit initially arose.
4. The Company is entitled to claim depreciation on depreciable fixed assets owned by it

and used for the purposes of its business under Section 32 of the I.T. Act.
In terms of the provisions of section 32 of the I.T. Act, the Company is entitled to set off
unabsorbed depreciation against its income in the future years.
5. In terms of the provisions of section 72 of the I.T. Act, the company is entitled to set of
its brought forward business losses against its business profits in the future years
.Business losses are allowed to be carried forward for 8 years immediately succeeding the
assessment year to which such losses pertain to.
6. The Company is eligible for tax holiday as per the provisions of section 80IA of the I.T.
Act for few projects, up to 100 % of profit and gains derived from business of (i)
developing or (ii) operating and maintaining or (iii) developing, operating and
maintaining any infrastructure facility on fulfillment of conditions specified in that
section for a period of 10 years out of 20 years
7. As per the provisions of section 111A of the I.T. Act, tax on short term capital gain is
charged to tax @ 15% (plus applicable surcharge and education cess) provided the capital
gain arises from the transfer of equity shares of the company which are held for a period
of not more than 12 months and on which security transaction tax has been charged.
8. As per the provisions of section 112 of the I.T. Act, the long term capital gains arising
from the transfer of shares of the company being long term capital asset, other than as
mentioned in point 2 above, shall be chargeable to tax @ 20% (plus applicable surcharge
and education cess) after indexation as provided in the second proviso to Section 48, or
@ 10% (plus applicable surcharge and education cess) without indexation.
9. Long term capital gains as stated in point 8 above on sale of shares of the company shall
be exempt from income tax if such gains are invested in bonds specified in section 54EC
of the I.T. Act, to the extent of Rs. 50 Lakhs in a financial year subject to the fulfillment
of the conditions specified in the said section.
B. TO THE SHAREHOLDERS OF THE COMPANY
I Resident Shareholders
1. Under Section 10(34) of the I.T. Act, any income by way of dividends referred to in
section 115O (i.e. any amount declared, distributed or paid by way of dividend either
interim or otherwise by domestic companies) on the shares of the company is exempt
from tax.
2. Under Section 10(38) of the I.T. Act, any long term capital gains arising to a shareholder
from transfer of long term capital asset, being equity shares in a company (i.e. if the
shares are held for more than twelve months) would not be liable to tax in the hands of
the shareholder, if the transaction is chargeable to securities transaction tax.
42
3. As per the provisions of section 111A of the I.T. Act, tax on short term capital gain is
charged to tax @ 15% plus applicable surcharge and education cess in case of companies
and in case of other persons applicable education cess, provided the capital gain arises
from the transfer of equity shares of the company which are held for a period of not more
than 12 months and on which security transaction tax has been charged.
4. As per the provisions of section 112 of the I.T. Act, the long term capital gains arising
from the transfer of shares of the company being long term capital asset, other than as
mentioned in point 2 above, shall be chargeable to tax @ 20% plus applicable surcharge
and education cess in case of companies and in case of other persons applicable education
cess, after indexation as provided in the second proviso to Section 48, or @ 10% plus
applicable surcharge and education cess in case of companies and in case of other persons
applicable education cess, without indexation.
5. Long term capital gains as stated in point 4 above on sale of shares of the company shall
be exempt from income tax if such gains are invested in bonds specified in section 54EC
of the I.T. Act, to the extent of Rs. 50 Lakhs in a financial year subject to the fulfillment
of the conditions specified in the said section.
.
6. Under section 54F of the I.T. Act, long-term capital gains arising to an individual or
Hindu Undivided Family (‘HUF’) on transfer of shares of the company will be exempt
from tax, if the net consideration from such shares are used for the purchases /
construction of a residential house subject to the fulfillment of the conditions specified in
the said section.
II. Non-Resident Indians/Non Resident Shareholders (Other than FIIs)
1. Under section 10(34) of the I.T. Act, any income by way of dividends referred to in
section 115 O (i.e. any amount declared, distributed or paid by way of dividend either
interim or otherwise by domestic companies) on the shares of any company is exempt
from tax.
2. In the case of Non Resident Indians, taxability of long term capital gains and short term
capital gains is similar to resident Indian share holders as per para B. I. 2 to B. I. 6 above.
3. Special provision in respect of income / long term capital gain from specified foreign
exchange assets available to non-resident Indians under Chapter XII-A.
a) Non-Resident Indian (NRI) means a citizen of India or a Person of Indian Origin

who is not a resident. Person is deemed to be of Indian Origin if he, or either of
his parents or any of his grand parents, was born in undivided India.
b) Specified foreign exchange assets includes share of an Indian Company /
acquired / purchased / subscribed by NRI in convertible foreign exchange.
c) As per section 115E of the I.T. Act, Income (other than dividend which is exempt
under section 10 (34) of the I.T. Act) from investments and log term capital gain
from assets (other than specified foreign exchange assets) shall be taxable @ 20
% ,plus education cess... No deduction in respect of any expenditure allowance
from such income will be allowed and no deduction under chapter VI-A will be
allowed from such income.
43
d) As per section 115E of the I.T. Act, log term capital gain arising from transfer or
specified foreign exchange asset shall be taxable @ 10 % plus education cess.
e) Under section 115F of the I.T. Act, long-term capital gains arising to a Non-
Resident Indian from the transfer of shares of the company subscribed to in
convertible Foreign Exchange shall be exempt from Income tax, if the net
consideration is reinvested in specified assets within six months of the date of
transfer. If only part of the net consideration is so reinvested, the exemption shall
be proportionately reduced. The amount so exempted shall be chargeable to tax
subsequently, if the specified assets are transferred or converted into money
within three years from the date of their acquisition.
f) Under provisions of section 115G of the I.T. Act, Non –Resident Indians are not
required to file a return of income under section 139(1) of the I.T. Act, if their
only income is from foreign exchange asset investment or long term capital gains
in respect of those assets or both, provided tax deductible has been deducted at
source from such income as per the provisions of Chapter XVII-B of the I.T. Act.
g) Under section 115H of the I.T. Act, where the Non-Resident Indian becomes
assessable as a resident in India in any subsequent year, he may furnish a
declaration in writing to the Assessing officer, along with his return of income
for that year under section 139 of the I.T. Act, to the effect that the provisions of
the Chapter XIIA shall continue to apply to him in relation to such investment
income derived from the specified assets for that year and subsequent assessment
years until such assets are converted into money.
4. Under section 90(2) of the I.T. Act, if the double tax avoidance agreement (‘tax treaty’)
has been entered between India and the Country of fiscal domicile of the non-resident, a
non resident (including NRI) assessee to whom such agreement applies the provisions of
I.T. Act shall apply to the extent they are more beneficial to the assessee. Thus, a non-
resident (including NRI) can opt to be governed by the provisions of the I.T. Act or the
applicable tax treaty, whichever is more beneficial.
III Foreign Institutional Investors (FIIs)
1. Under section 10(34) of the I.T. Act, any income by way of dividends referred to in
section 115 O (i.e. any amount declared, distributed or paid by way of dividend either
interim or otherwise by domestic companies) on the shares of any company is exempt
from tax.
2. Under Section 10(38) of the I.T. Act, any long term capital gains arising to a shareholder
from transfer of long term capital asset, being equity shares in a company (i.e. if the
shares are held for more than twelve months) would not be liable to tax in the hands of
the shareholder, if the transaction is chargeable to securities transaction tax.
3. Capital Gains
i. Under Section 115AD of the I.T. Act, income (other than income by way of
dividends referred to in Section 115-O of the I.T. Act) received in respect of
securities (other than units referred to in Section 115AB of the I.T. Act) shall be
taxable at the rate of 20 % plus applicable surcharge and education cess in case of
companies and in case of other persons applicable education cess. No deduction in
respect of any expenditure / allowance shall be allowed from such income.
44
ii. Under Section 115AD of the I.T. Act, capital gains arising from transfer of securities
(other than units referred to in section 115AB of the I.T. Act), shall be taxable as
follows:
• As per Section 111A of the I.T. Act, short term capital gain arising on transfer of
securities where such transaction is chargeable to security transaction tax, shall
be taxable at the rate 15 % plus applicable surcharge and education cess in case
of companies and in case of other persons applicable education cess, short term
capital gain arising on transfer of securities where such transaction is not
chargeable to security transaction tax shall be taxable at the rate of 30 % plus
applicable surcharge and education cess in case of companies and in case of other
persons applicable education cess.
• Long term capital gain arising on transfer of securities where such transaction is
not chargeable to security transaction tax, shall be taxable at the rate of 10% plus
applicable surcharge and education cess in case of companies and in case of other
persons applicable education cess. The benefit of foreign currency fluctuation
and indexation of cost of acquisition, as mentioned under 1st and 2nd proviso
respectively to Section 48 of the I.T. Act would not be allowed while computing
the capital gains
4. Long term capital gain as stated in point 3 above on sale of shares of the company shall
be exempt from income tax, if such gains are invested in bonds specified in section 54EC
of the Income Tax Act, 1961 to the extent of to Rs. 50 Lakhs in a financial year subject to
the fulfillment of the conditions specified in the said section.
5. Under section 90(2) of the I.T. Act, if the double tax avoidance agreement (‘tax treaty’)
has been entered between India and the Country of fiscal domicile of the non-resident, if
any in relation to a non resident assessee to whom such agreement applies, the provision
of I.T. Act shall apply to the extent they are more beneficial to the assessee. Thus, a non-
resident can opt to be governed by the provisions of the I.T. Act or the applicable tax
treaty, whichever is more beneficial.
IV Mutual Funds
1. As per the provisions of section 10(23D) of the Income Tax Act, 1961 any income of
Mutual funds registered under the Securities and Exchange Board of India Act, 1992 or
Regulations made there under or any other Mutual Funds set up by public sector banks or
public financial institutions or authorized by the Reserve Bank of India would be exempt
from income tax subject to the provisions of Chapter XII E.
45
TAX BENEFIT UNDER WEALTH TAX ACT, 1957
Shares of the Company held by the shareholder will not be treated as an asset within the
meaning of section 2(ea) of Wealth Tax Act, 1957. Hence, shares are not liable to Wealth
Tax.
Notes:
1. The stated benefits will be available only to the beneficial owners of the Assets.
2. In respect of non-residents, the tax rates and the consequent taxation mentioned above
shall be further subject to any benefits available under the Double Taxation Avoidance
Agreements, if any, between India and the country in which the non resident has fiscal
domicile.
3. The Gift Tax Act, 1957 is not applicable to gifts made after October 1, 1998. Hence Gift
Tax is presently not payable on gift of shares.
In view of the individual nature of tax consequences, each investor is advised to consult his/her/its
own tax advisor with respect to specific tax consequences of his/her participation in the rights issue.
For Sudhir N. Doshi & Co. For Kishan M Mehta & Co.
Sudhir N. Doshi Kishan M Mehta

Proprietor Partner
Membership No. 30539 Membership No. 13707
Place : Ahmedabad Place : Ahmedabad

Date : August 12, 2009 Date : August 12, 2009
46
INDUSTRY OVERVIEW
Introduction
Construction activity is an integral part of a country’s infrastructure and industrial development. It

includes hospitals, schools, townships, offices, houses and other buildings; urban infrastructure
including water supply sewerage, drainage); highways, roads, ports, railways, airports; power
systems, irrigation and agriculture systems; telecommunications etc. Covering as it does such a wide
spectrum, construction becomes the basic input fro socio-economic development. The construction
industry provides a growth impetus to other sectors through backward and forward linkages. For
instance, the well being of sectors such as steel, cement and construction equipment depends upon the
growth of the construction industry. Construction industry also generates substantial opportunities
for direct and indirect employment making it the second largest employer after agriculture.
The present size of Construction Industry in terms of annual monetary values is estimated at Rs.
310,000 crores (includes Public & Private Investments), with an employment status of 31 million
man-years/year. Due to the conscious thrust of the Government to improve the state of physical
infrastructure, the Construction Industry is experiencing a great surge in the quantum of the workload,
and has grown at the rate of over 10 % annually during last five years.(Source:
http://planningcommission.nic.in)
Sector wise break up of the construction industry:
Particulars % of share of the total

construction sector
Group A RCC/Brick Load bearing/ Steel structure building 9%
-Building (Residential & Institutional)
Group B Highways / Small bridges & Roads 15%
Group C Major Bridges 9%
Group D Core sector- Power, Railways ,Minerals, Transmission sector 43%
etc
Group E Urban Infrastructure / Maintenance 12%
Group F Irrigation, Power Resource- Dam / Hydro Power Plants etc. 12%
(Source: The ET Knowledge Series- Infrastructure Construction in India)
Financial Requirement
The construction industry has two types of financial requirements- Fund based and non fund based.
The fund based requirements comprise the loans or equity that a company needs to raise for capital
expenditure or working capital. This type of financing is expected to become more common as
private participation in infrastructure projects increases.
Non- fund based requirements include the various guarantees that the firm has to furnish at various
stages in a project. This type of financing is expected to become more common for Indian contractors
so far. (Source: Publication- The ET Knowledge Series- Infrastructure Construction in India)
47
Challenges of Construction industry
The Indian construction industry is plagued by some of the challenges / shortcomings such as
• Shortages in skilled workmen, construction professionals and mega project managers
• Lack of interest in the engineering professionals to seek careers in the construction industry
• Haphazard delivery schedules for certain critical plant and equipment
• Supply chain constraints
• Issue and complexities in taxation / government levies
• Absence of equitable and quick dispute resolution mechanisms
• Standardization of bid and contractual documents
• Unprecedented price escalations and shortages in basic construction material
• Interface with multiple agencies /authorities / bodies for project execution leading to a
vulnerable situation
• Exposure to geo-political risks
(Source: Publication “Indian Construction”, November 2008 edition)
INFRASTRUCTURE CONSTRUCTION
Infrastructure construction encompasses the design and construction of buildings (related to

infrastructure projects), urban infrastructure, roads, bridges, canals, dams and ports. Larger projects
such as highways, dams and bridges are different from the construction of buildings and houses
specifically in terms of size. Infrastructure projects can range from a few hundred to several thousand
crore rupees in size. Such projects are more complicated as far as the design, engineering and
technology aspects are concerned. Indian Infrastructure construction industry is characterized by
large number of small companies. No single company controls a large share of the overall market.
Low entry barriers are the major reason for this degree of fragmentation. Due to the fragmented
nature, the industry is very competitive.
Traditionally, roads, railways, power, ports, airports and telecommunications were the exclusive
domain of the government. Policy has changed gradually over the past two decades under the
pressure of rising gaps between demand and supply of infrastructure and deteriorating quality of
assets. Government has made an effort to facilitate the entry of private enterprise into this sector
through changes in the legal framework.
A role for private sector participation has also been facilitated by technological change that allow
unbundling of infrastructure, so that the public and the private sectors can take up the components
most suited to their capacities. Government continues to invest significant sums in areas where
private participation is minimal or not forthcoming. It will continue to play a lead role in
infrastructure development during the Eleventh Plan.
(Source: www. indiabudget.nic.in)
Key Segment of Infrastructure Sector
Urban Infrastructure:
Urban infrastructure includes water supply and sanitation, solid waste management, sewerage and
urban transport [including Metro Rapid Transit System (MRTS)].
48
Urban infrastructure has been a neglected domain for some time. But with growing urbanization and
the resultant increase in encroachments on the scarce and weak urban infrastructure, the government
has renewed its thrust on upgrading and creating new utilities in the urban areas. Over the past two
years, the sector has witnessed heightened activity with the launch of the Jawaharlal Nehru National
Urban Renewal Mission (JNNURM) for the 63 identifies cities and Urban Infrastructure
Development scheme for small and Medium Towns (UIDSSMT) and Integrated Housing and Slum
Development Programme (IHSDP) for other cities. JNNURM is a reform-linked initiative of the
central government to improve urban infrastructure. It entails a budget of Rs. 1200 billion and will
run for 7 years (2005-06 to 2011-12).
The share of urban infrastructure investment is forecasted to rise from 7.5 per cent during the 10th
Plan to 13 per cent in the 11th Plan, with investment surging from Rs. 648 billion to Rs. 2,051 billion,
respectively. This translates into construction investments worth Rs 1230 billion during the 11th Plan
as compared to Rs. 389 billion in the previous plan period. Its share in total construction investments
is expected to soar 17 per cent from 10 per cent. Even though urban utilities are predominantly a state
subject substantial financial and technical support is sought from the central government.
Urban transport is one of the key elements of urban infrastructure. Effective urban transportation
enhances productivity and growth of the economy. (Source: http://indiabudget.nic.in)
Indian Roads
Road transport is vital to the economical development and social integration of the country. Easy
availability, adaptability to individual needs and cost savings are some of the factors working in
favour of road transport. Road transport also acts as a feeder service to railway, shipping and air
traffic. (Source: Annual Report 2007-08, on www.morth.nic.in - website of Department of Road
Transport & Highways, Ministy of Shipping, Road Transport & Highways )
India has one of the largest road networks in the world, aggregating to about 3.3 million kilometers at
present. Indian roads are divided into the following five categories:-
Indian Road Network Length (in km)
Express ways 200
National Highways 66,590
State Highways 131,899
Major District Roads 467,763
Rural and Other Roads 2,650,000
Total Length 3,316,452
Roads form the most common mode of transportation and accounted for about 80% of passenger
traffic and 65% of freight. Though National Highways account for only 2 per cent of the total length
of roads, they account for about 40 per cent of the total traffic. The number of vehicles has been
growing at an average pace of 10.16% per annum over the last five years.
Status of National Highways as on March 31, 2008:
Single lane/ Intermediate lane 32 %

Double lane 56%
Four & More Lane 12%
Total 100%
(Source: http://www.nhai.org)
49
National Highways Authority of India (NHAI)
NHAI was constituted by an act of Parliament, the National Highways Authority of India Act, 1988.
It is entrusted with the responsibilities of development, maintenance and management of National
Highways.
The NHAI’s primary mandate is the time and cost bound implementation of the National Highways
Development Project (NHDP) through a variety of funding options, which includes funding from
external multilateral agencies like the World Bank, the Asian Development Bank and the JBIC. The
NHAI is mainly focused on strengthening and four-laning of high-density corridors around 13,146
kilometers.
NHDP is being implemented in 4 phases I, II, IIIA & V at present. The present phases under Phase I,
II & IIIA envisages improving more than 25,785 km of arterial routes of NH Network to international
standards. NHDP Phase I & II are likely to be completed by December 2008 whereas NHDP Phase
IIIA is scheduled for completion by December 2009. In addition to above, 6 laning of 148 km has
been awarded. 6 laning is proposed under NHDP Phase V.
The project-wise details NHDP Phase I, II, IIIA & V

NHDP & Other NHAI Projects
(Status :30th November, 2008)
NHDP
Total by
NS - EW NHDP NHDP Port Others
NHDP NHAI
GQ Ph. I & Phase Phase
Total
II III V
Total Length
5,846 7,300 12,109 6,500 31,755 380 962 33,097
(Km.)
Already 4-
Laned 5,701 2,965 584 38 9,288 203 726 10,217
(Km.)
Under
Implementation 145 3,356 1,491 992 5,984 171 216 6,317
(Km.)
Contracts
Under
15 137 30 2 184 8 15 207
Implementation
(No.)
Balance length
for award
- 821 10,034 5,470 16,325 6 20 16,351
(Km.)
50
As per Annual Report 2007-08 available on website of Department of Road Transport & highways,
the completion date of all the phases of NHDP is as follows:
Phase Description Total Likely date of completion

Length
(in km )
I Golden Quadrilateral (GQ), East West-North 7,498 97% of GQ to be completed
South corridors, Port connectivity & others by March-08.
II 4/6-laning North South- East West Corridor, 6,647 Dec – 2009
Others
III Upgradation,4/6-laning 12,109 Dec – 2013
IV 2 - laning with paved shoulders 20,000 Dec – 2015 (as per
financing Plan)
V 6-laning of GQ and High density corridor 6,500 Dec – 2012
VI Expressways 1000 Dec – 2015
VII Ring Roads, bypasses & flyovers & other 700 km of Dec-2014
structure ring
roads/bypass
+flyovers etc.
(Source: http://morth.nic.in)
Public Private Participation (PPP)
Traditionally, the road projects were fully financed and controlled/ supervised by the Government.
The implementation of road projects was purely dependent on the availability/allocation of funds out
of the budget of the Government. (Source: http://www.nhai.org)
Government Policy Initiatives for Attracting Private Investment in Roads
The Government of India (GOI) has made the following provisions in order to attract private
investment in roads:
• The GOI will carry out all preparatory work, including land acquisition and utility removal and
rights of way are to be made available to concessionaires free from all encumbrances;
• The NHAI or GOI are to provide capital grants of up to 40% of the project cost to enhance
viability on a case by case basis;
• 100% tax exemption for five years and 30% relief for next five years, which may be availed of
in next twenty years;
• Concession periods of up to thirty (30) years;
• Arbitration and Conciliation Act, 1996 based on UNCITRAL provisions;
• In BOT projects entrepreneur are allowed to collect and retail tolls; and
• Duty free import of specified modern high-capacity equipment for highway construction.
(Source: http://www.nhai.org)
Investment Projected for the Eleventh Five Year Plan
The Eleventh Five Year Plan places high priority to the expeditious completion of works approved
under the different phases of the NHDP. For the roads and bridges sector, the Eleventh Five Year
Plan envisages a total investment of Rs. 3,14,152 crore over the five-year period starting from 2007-
51
08. Of this the shares of the Centre, the States and the private sector are expected to be 34.2, 31.8 and
34 per cent, respectively.
(Source: http://indiabudget.nic.in)
Indian Railways
The Indian Railways the premier transport organisation of the country is the largest rail network in
Asia & the world’s second largest rail network under a single management. It has been contributing to
the industrial and economic development of the country for more than150 years. Indian Railways runs
around 11000 trains everyday, of which 7000 are passenger trains. (Source:
http://www.indianrailways.gov.in)
Freight and passenger traffic are the two major segments of the railways of which the freight segment
accounts for about 70 per cent of the revenue. Within the freight segment, bulk traffic accounts for
nearly 84 per cent of revenue earning freight traffic. (Source: http://indiabudget.nic.in)
The Railways plan to increase their market share in both bulk and non-bulk freight traffic by
improving the quality of service with reduction in transit time and better reliability and availability.
The Railways will facilitate building of logistic parks, container and other freight terminals through
public-private participation to encourage the movement of non bulk commodities by rail. (Source:
Metro Projects
In cities with large populations, the provision of a rail-based mass transport system has become a
necessity.
Delhi has responded by implementing the Delhi Metro Railway Project. The Delhi Metro is one of the
largest infrastructure projects and the first one of its kind to be undertaken in India and to meet world
standards (Source: The ET Knowledge Series- Infrastructure Construction in India)
The Government of West Bengal is also planning to set up an East-West Corridor metro rail project
for Kolkata on the Delhi Metro model. (Source: http://www.mmrdamumbai.org)
The Government of Maharastra (GOM) through MMRDA, in order to improve the traffic and
transportation scenario in Mumbai and to cater to the future travel needs in the next 2-3 decades has
been exploring the viability of various alternative Mass Rapid Transit Systems (MRTS) which are
efficient, economically viable, environment friendly etc.
GOM declared the Mumbai Metro Rail project as ‘public vital infrastructure project’. It is the first
Mass Rapid Transit System project in India being implemented on Public Private Partnership (PPP)
format. (Source: http://www.mmrdamumbai.org)
Mumbai Metro Rail project will be completed in phased manner as follows:
The scheduled
Length project
Phases Corridor
(in Km) construction
period
Versova - Andheri – Ghatkopar 11.07
I 2006-2011
Colaba - Bandra – Charkop 38.24
52
Bandra - Kurla – Mankhurd 13.37
Charkop – Dahisar 7.5
II 2011-2016
Ghatkopar – Mulund 12.4
BKC - Kanjur Marg via Airport 19.5
Andheri(E) - Dahisar(E) 18
III 2016-2021
Hutatma Chowk – Ghatkopar 21.8
Sewri – Prabhadevi 3.5
Total Length 146.5
(Source: http://www.mmrdamumbai.org)
Power
Energy is an important input required for economic and social development of the country. India
ranks world’s sixth energy consumer accounting for about 3.5% of the world’s total annual energy
consumption, but, per capita consumption of energy is very low at 631 kwh as compared to world
consumption of 2873 kwh which needs to be increased to meet the goals of economic and social
development. (Source: http://www.powermin.nic.in)
Installed Capacity
The all India installed power generation capacity as on 30.11.2008 was 146902.8 MW comprising of
92892.8 MW thermal, 36647.7 MW hydro, 4120 MW nuclear and 13242.4 MW R.E.S
The details of installed capacity as on November 30, 2008 is as follows:
Sector Hydro Thermal (MW) Nuclear R.E.S. Total

(MW) (MW) (MNRE) (MW)
Coal Gas Diesel Total
Central 8592.0 29260.0 6639.0 0.0 35899.0 4120.0 0.0 48611.0
State 26825.7 42457.5 3912.1 602.6 46972.2 0.0 2247.7 76045.6
Private 1230.0 5241.4 4183.0 597.1 10021.5 0.0 10994.7 22246.2
Total 36647.7 76958.9 14734.1 1199.8 92892.8 4120.0 13242.4 146902.8
Renewable Energy Resource (R.E.S) includes Small Hydro Power (SHP) - 2160.48 MW, Biogas
Plant & Biomass Power (B.P. & B.G.) -1650.43 MW, Urban & Industrial Waste (U&I) & Solar-
87.37 MW.(Source: http://www.cea.nic.in)
Future Capacity Addition
The National Electricity Policy (NEP) stipulates power for all by 2012 and annual per capita
consumption of electricity to rise to 1000 units from the present level of 631 units. To fulfill the
objectives of the NEP, a capacity addition of 78,577 MW has been proposed for the 11th plan. This
capacity addition is expected to provide a growth of 9.5 % to the power sector.
The break-up of Eleventh plan power capacity addition targets (MW & per cent)
Sector Hydro Thermal Nuclear Total (MW)
Central 9685 26800 3380 39865(50.7%)
State 3605 24347 0 27952(35.5%)
Private 3263 7497 0 10760(13.8%)
Total 16553 (21%) 58644(74.6%) 3380(4.4%) 78577(100%)
53
(Source: http://www.powermin.nic.in)
The capacity addition programme is being continuously kept under watch by the Central Government
in consultation with the State Governments.
Power deficit
The installed power generation capacity has grown up 94 times since independence and the total
installed capacity of power generation in India has reached 1,40,627 MW (as on 5.01.2008).
However, there is still a peak demand shortage of around 14.8% and an energy deficit of 8.4% in the
country. (Source: http://www.powermin.nic.in)
Energy conservation
To mitigate shortage of energy in general and electricity in particular, in addition to increasing the
capacity of energy supply, its efficient use and conservation is also essential. Keeping this in view &
to maintain GDP growth of 8 to 10%, the government has initiated several policy measures to
accelerate power generation & promote energy efficiency to meet power requirements.
In order to institutionalize energy conservation efforts in the country, the Government has passed the
Energy Conservation Act in 2001, and established the Bureau of Energy Efficiency (BEE), under
Ministry of Power, Government of India, to promote the efficient use of energy and its conservation.
(Source: http://www.powermin.nic.in)
REAL ESTATE
India's economic performance has provided strong impetus to the real estate sector, which has been
witnessing heightened activity in the recent years. Large scale investment in infrastructure and rapid
urbanization has contributed to the growth trajectory of the Indian real estate sector which is evident
with urban centres such as Delhi, Mumbai and Bengaluru acquiring global character and recognition.
(Source: http://www.ibef.org)
A. Residential / Housing construction segment
Housing, besides being a very basic requirement for the urban settlers, also holds the key to accelerate
the pace of development. Investments in housing, like any other industry, have multiplier effect on
income and employment. Housing provides opportunities for home-based economic activities.
Housing has direct impact on the steel and cement, marble/ceramic tiles, electric wiring, PVC pipes,
and various types of fittings industry, which make a significant contribution to the national economy.
The National Urban Housing & habitat Policy provides for the basic framework for achieving the
objective of ‘Shelter for all’. It was formulated to address the issue of sustainable development,
infrastructure development, and for strong PPPs for shelter delivery with the object of creating
surpluses in housing stock and facilitating construction of two million dwelling units each year in
pursuance of the National Agenda for Governance.
In order to improve the quality of life in urban areas, it is of critical significance that the housing
stock is improved through urban renewal, in situ slum improvement, and development of new
housing stock in existing cities as well as new township.
54
According to the report of the Technical Group on the estimation of housing shortage constituted in
the context of formulation of Elevanth Five-Year Plan, housing shortage is estimated to be around
24.71 million. About 99% of such households are from Economically Weaker Section (EWS) and
Low Income Groups (LIG).
During the Eleventh Plan period, total housing requirement, including the backlog, is estimated at
26.53 million. (Source: http://planningcommission.nic.in/ Eleventh Five Year Plan)
B. Commercial construction segment
Hospitality
According to Eleventh Five Year Plan, quality infrastructure may be created for developing tourist
products and for providing better services to both domestic and international tourists. Creation of
tourism infrastructure has favorable impact on overall economic growth and employment and on the
preservation of art, culture, and heritage. Large revenue projects such as setting up of hotels,
convention centers, golf courses, tourist trains etc., normally have substantial gestation periods. These
facilities may be created by private initiatives with the government acting as a facilitator and catalyst.
According to Eleventh Five Year Plan, there is acute shortage of hotel accommodation and in
particular budget accommodation all over the country. The Ministry of Tourism (MoT) has estimated
that there is shortage of 1,50,000 hotel rooms all over the country. Out of this 1, 10,000 rooms are in
budget category. It is estimated that 2,00,000 approved quality accommodation rooms would be
required in 2011 against the current level of about 1,00,000 rooms. (Source:
Healthcare infrastructure
Poor healthcare infrastructure can severely impact economic growth. The link between health and
economic growth suggest that a 5 year gain in the life expectancy leads to increase of growth rate by
0.06 to 0.58 per cent of GDP (Every bed added creates direct employment of five persons and indirect
employment of twenty five persons)
As the Indian economy matures further, the healthcare spending is expected to increase on the lines of
other developed countries. Overall the industry has grown manifold during the past few years and the
healthcare infrastructure is fast improving with initiatives by the government and the private sector.
The huge healthcare infrastructure gap has lead to an opportunity for private sector medical players,
who occupy close to 80 per cent of the country’s medical universe and Privet Equity (PE) funds to
invest in superspeciality hospitals and clinics. (Source: Publication-Infrastructure, November 2008,
Volume 6 No. 4)
As India is globally positioned as a provider of cost effective healthcare facilities maintaining

international quality standards, Medical Tourism will drive the realty growth in terms of more
demand for building healthcare facilities across India. (Source: Project Reporter, Volume 4 No. 12,
December 15, 2008, Published by ASAPP Media Pvt Ltd.)
Retail
The Indian retail industry is witnessing a structural change with individual small format stores
making way for large format shopping malls and hyper-markets.
55
India has one of the largest numbers of retail outlets in the world. Of the 12 million retail outlets
present in the country, nearly five million sell food and related products. Thought the market has been
dominated by unorganized players, the entry of domestic and international organized players is set to
change the scenario.
Mall space, from a meager one million square feet in 2002, is expected to touch an estimated 60
million square feet by end 2008, says Jones Lang LaSalle's third annual Retailer Sentiment Survey-
Asia. A report by Images Retail estimates the number of operational malls to grow more than two-
fold, to cross 412, with 205 million square feet by 2010, and a further 715 malls to be added by 2015,
with major retail developments even in tier-II and tier-III cities in India.
Even as the organized retail market is starting to take off, there is an associated surge in branded
discount outlets in India. Top realtors and local retail chains are developing malls in regional
boroughs, specifically to sell premium branded goods. (Source: www.ibef.org)
Educational Infrastructure
The role of education in facilitating social and economic progress is well recognized. It opens up
opportunities leading to both individual and group entitlements. Education, in its broadest sense of
development of youth, is the most crucial input for empowering people with skills and knowledge and
giving them access to productive employment in future. Improvements in education are not only
expected to enhance efficiency but also augment the overall quality of life.
The Eleventh (XI) Plan places the highest priority on education as a central instrument for achieving
rapid and inclusive growth. (Source: www.education.nic.in).
During the Tenth (X) plan the basic infrastructure has improved through the opening of 1.87 lakh
schools, appointment of 8.12 lakh teachers, construction of 1.70 lakh buildings and 7.13.lakh
additional classrooms. Also 1.72 lakh drinking water facilities and 2.18 lakh toilet have been created.
The XI plan outlay for higher education is Rs. 85000 crore which marks an over 9 times increase (at
current price) over the X plan expenditure.
The major initiatives which will be implemented in the XI plan are:
• Establishment of 8 new IITs

• Establishment of 7 new IIMs
• Establishment of 3 new Indian Institutes of Science Education and Research
• Establishment of 16 Central Universities in states which have no Central university at present
• Establishment of 20 Indian Institute of Indian Technology as far as possible in Public Private
Partnership (PPP) mode
• Assistance would be given to encourage setting up of about 700 polytechnics through PPP/
Private Mode
• Providing assistance for the establishment of women’s Hostels for Universities, Colleges and
polytechnics on a large scale (Source: www.education.nic.in)
Growth potential in real estate construction
Several factors are expected to contribute to the rapid growth in real estate
56
• Large demand-supply gap in affordable housing, with demand being fuelled by tax incentives
and a growing middle class with higher savings
• Increasing demand for commercial and office space especially from the rapidly growing
Retail, IT/ITES and Hospitality sectors
57
BUSINESS OVERVIEW
JMC Projects (India) Ltd. caters to all major sectors of the economy namely Industries, Buildings,
Infrastructure and Power. The Company provides all types of construction services including
fabrication and erection of structural steel components, pre-casting and allied works. It has
successfully ventured into fields of turnkey execution involving Civil, Mechanical, Electrical, HVAC,
Fire Fighting, Architectural and Landscaping works.
JMC has implemented various fast-track projects in the construction industry. The Company has been
certified with ISO 9001:2000 certificate from TUV SUD Management Service for Quality
Management System, for construction of industrial, institutional and infrastructure projects. The
Company’s logo is registered vide Trademark no. 722765 in class 16.
The maximum bid capacity as on date of the Company for NHAI projects is Rs. 3,12,300 lakhs.
Over the last 2 decades, JMC has executed a variety of projects in the following sectors:
Industrial Buildings Infrastructure & Power

Agrochemicals, Automobiles, Commercial Complexes, Hotels Bridges & Flyovers, Bus
Cement & Steel, Paints, & Hostels, Hospitals & Health Terminus, Railway stations,
Chemicals and Centres, High-rise Buildings, Drainage works, Effluent
Petrochemicals, Electronics, Institutional Buildings, Treatment Plants, Highways,
Heavy Engineering, Textiles, Information Technology Parks, Heliports, Water Supply and
Pharmaceuticals and Sugar Multiplexes & Shopping Malls, Treatment Plants, Marine
Research & Development Works, Captive Power Plants
Centres, Residential Campus, and Underpasses
Townships, Educational
institutes, Hostels and Sports
Complex
The work on hand as onJune 30, 2009 is Rs. 2,28,716.58 lakhs. This also includes projects being
executed through joint ventures. Post June 30, 2009, the Company has been awarded two projects of
contract value of Rs. 17,033.00 lakhs. The Company has submitted bid for various number of projects
to the tune of approximately Rs 5,19,172.00 lakhs.
The work on hand as on June 30, 2009

(Rs. Lakhs)
Sr. Types of Projects No. of Order Value Work On
No. Projects Hand
I Building
Commercial Complex 9 32588.13 25271.48
Hospital 2 9267.00 9078.10
Hostel 1 3396.09 3396.09
Hotel 1 7677.43 3512.00
Institutional 2 7425.95 269.92
IT Park 5 29048.40 1862.06
Malls 4 14478.79 8603.60
Residential 7 57772.20 52753.36
Riverfront Development 2 5880.31 1805.71
58
Sports Complex 3 26955.75 15923.31
36 194490.05 122475.63
II Industrial
Aluminum Projects 2 15053.29 7338.29
Chemical 1 2743.63 995.89
Factory 3 12125.47 6849.56
Pharmaceuticals 1 6150.21 3518.11
7 36072.60 18701.85
III Infrastructure
Flyover 1 6964.00 5532.47
Pipeline 4 10836.84 3868.02
Road 4 90624.92 38941.36
9 108425.76 48341.85
IV Power Plant 10 63426.67 39197.25

Grand Total 62 402415.08 228716.58
Key Industrial Regulations
• Mines Act, 1952

• The Mine & Minerals Act, 1957
• The Explosives Act, 1884
• The Standards of Weights & Measures Act, 1976
• Industrial Dispute Act, 1947
• Workmen’s Compensation Act, 1923
• The Contract Labour (Regulation & Abolition) Act, 1970
• The Building & Other Construction Workers (Regulation of Employment & Conditions of
Services) Act, 1996
• Environment Protection Act, 1986
• The Employees’ Provident Funds & Miscellaneous Provision Act, 1952
• E.S.I. Act, 1948
• Gratuity Act, 1972
• Minimum Wages Act, 1948
• Child Labour (Prohibition and Regulation) Act, 1986
Insurance
The Company maintains insurance policies for all its projects, which it believes is sufficient to cover
all material risks to operations and revenue.
The insurance policies include group personal accident insurance, fire and special perils insurance,
vehicle insurance, cash insurance, special contingency insurance, fire and burglary insurance, marine
transit insurance, equipment insurance, contractors all risk insurance, directors and officers liability
insurance workmen compensation policy and group mediclaim insurances.
59
HISTORY AND CORPORATE STRUCTURE
Brief History
The Company was originally incorporated as Civen Construction Private Limited on June 5, 1986
under the Companies Act, 1956 with its Registered Office at Ahmedabad. Subsequently on December
10, 1987, the name was changed to Joshi & Modi Construction Private Limited, to reflect the names
of the promoters. As the Company expanded its business, the first alphabet from each word of the
Company name was taken and the name was further changed to JMC Projects (India) Private Limited
on January 21, 1994. Subsequently the Company was converted into a Public Limited Company in
the name of JMC Projects (India) Limited on February 4, 1994. The Company made its maiden
Public Issue in 1994.
Due to space constraints, the registered office of the Company was shifted from People’s Plaza Near
Memnagar Fire Station, Navrangpura, Ahmedabad - 380 009 to 4, Kuldip Society, Near Ishvar
Bhuvan, Navrangpura, Ahmedabad – 380 009 w.e.f May 9, 1988. As the Company’s business
expanded, the registered office of the Company was shifted to Level -11, JMC House, Ambawadi,
Ahmedabad – 380 006 w.e.f April 5, 2002. The Company again shifted its registered office to A-104,
Shapath – 4, Opp. Karnavati Club, S.G.Road, Ahmedabad – 380 051 w.e.f. November 7, 2005. The
Company has regional/branch offices at Mumbai, Bangalore, Hyderabad, Delhi and Kotkata.
The Company was originally promoted by Late Mr. I.K. Modi, Mr. Hemant Modi and Mr. Suhas
Joshi.
Change in Management Control
Limited and Kalpataru Energy Venture Pvt. Ltd. (“Purchaser”) on October 1, 2004 for purchase of
Equity Shares of JMC constituting 32.28% of the paid up capital of JMC.
Pursuant to the said MOU, Public Announcement was made on October 2, 2004 by the Purchaser, to
acquire 25% (11,61,638 Equity Shares) of the share capital of JMC from the existing shareholders of
JMC pursuant to Regulations 10 & 12 of SEBI (SAST) Regulations, 1997 on account of proposed
substantial acquisition of Equity Shares and change in control of JMC.
A Share Purchase Agreement was entered into between the aforesaid parties on October 14, 2004 for
purchase of 15,00,000 Equity Shares at Rs. 40/- each representing 32.28% of the share capital of
JMC.
Kalpataru Energy Ventures Private Ltd. which was one of the Purchasers in the SPA have
relinquished and surrendered all their rights, powers and claims in relation to the operation of JMC
arising out of or pursuant to the SPA, including right to participate in the management of JMC in
favour of KPTL, vide their letter dated February 11, 2005 addressed to KPTL.
By virtue of the above transaction, the promoters of JMC are Kalpataru Power Transmision Limited
(KPTL), Mr. Suhas Joshi and Mr. Hemant Modi. JMC became the subsidiary of KPTL w.e.f
February 6, 2007.
60
Awards / Citation won by the Company
• ACCE Billimoria Award 2000 for “Excellence in Construction of High Rise Building” was
presented by Association of Consulting Civil Engineering (India) for JMC House at Ahmedabad
in the year 2000
• Safety Award from Bovis Lend Lease for exceptional work done by the Company
• Letter of Appreciation for completion of 20,00,000 safe man hours at Vardhman Fabrics Project,
Budhni presented by Vardhman Fabrics
• Letter of Appreciation for completion of 10,00,000 safe man hours at RMLH Project, Delhi
presented by HSCC (India) Limited
• Citation from Prestige Group for exemplary services rendered towards successful completion of
Prestige Obelisk
• Citation from Prestige Group for exemplary services rendered towards successful completion of
Intel India Design centre
• Letter of Appreciation for completion of 30,00,000 safe man hours from Clough Engineering
Limited for the Lakshmi Project, Surat
• Letter of Appreciation for completion of 18,30,000 safe man hours at Gelatin Capacity Expansion
Project, Karkhadi from Sterling Gelatin
• Certificate from Lend Lease Project Pvt. Ltd. for completing 5,60,000 safe working man hours at
Hindustan Coca Cola Project
• Award for “Perfection in Time & Quality” was presented by Management Association for
Construction of World Class Management Institution Building at Ahmedabad in the year 1997
• 500000 man-hours without a lost time incident presented by Kvaerner – Dupont
• 1000000 man-hours without a lost time incident presented by SABIC Research & Technology
Pvt. Ltd.
Main Objects of the Company
The main objects of the Company as set forth in the Memorandum of Association, inter alia are:
1. To undertake or carry on in India or elsewhere in the world, whether independently or in joint

venture with any other person(s), either as engineers or contractor or sub-contractor or builder
or owner or developer, the business of designing, development, construction, maintenance,
operation, renovation, demolition, reconstruction, erection, installation, commissioning,
furnishing, finishing, decoration, fabrication, surveying, investigation, testing, grouting,
digging, excavation, repairing , alteration, restoration of :
a) industrial plants, buildings, structures, commercial complexes, residential buildings,

malls, multiplexes, theaters, auditoriums, information technology and software parks,
business and industrial parks, amusement & entertainment parks, convention &
conference centers, hotels, clubs, hospitals, educational and institutional buildings,
townships, housing colonies, research and development centers, Special Economic
Zones, sports complexes, warehouses, storage depots, training centers, leisure parks ;
b) roads, highways, super highways, expressways, culverts, dams, tramways, water tanks,
canals, reservoirs, structures, drainage & sewage works, water distribution & filtration
systems, laying of pipelines, docks, harbors, piers, irrigation works, foundation works,
power plants, railway terminus, bus terminus, bridges, tunnels, powerhouse whether
surface or underground, flyovers, water treatment plants, effluent treatment plants,
underpass, subways, airports, heliports, ports, runways, transmission line(s) towers,
61
telecommunication facilities, water, oil and gas pipe line, sanitation and sewerage system,
solid waste management system or any other public utilities of similar nature;
c) rail system, mass rapid transit system, light rain transit system, rapid bus systems, Inland
Container Depot (ICD) and Central Freight Station (CFS);
d) turnkey jobs including engineering, procurement, construction or commissioning (EPC)

projects;
e) any other facility that may be notified in future as infrastructure facility either by the state
Governments and/or the Government of India or any other appropriate authority or body.
2. To undertake and carry on the business of providing financial assistance by way of

subscription to or investing in the Equity Shares, preference shares, debentures, bonds
including providing long term and short term loans, lease-finance, subscription to fully
convertible bonds, non convertible bonds, partially convertible bonds, optional convertible
bonds etc., giving guarantees or any other financial assistance as may be conducive for
development, construction, operation, maintenance etc., of infrastructure projects in the fields
of road, highway, power generation and for power distribution or any other form of power,
telecommunication services, bridge(s), airport(s), ports, rail system(s), water supply,
irrigation, sanitation and sewerage system(s) or any other public facility of similar nature that
may be notified in future as infrastructure facility either by the State Governments and/or the
Government of India or any other appropriate authority or body.
3. To purchase, acquire, take on lease or in exchange, hire or otherwise, any immovable and/or
movable property and/or any rights or privileges in respect thereof and further to construct,
develop, maintain, operate, sell, exchange, improve, manage, lease out, mortgage, dispose off
or turn to account and/or otherwise to deal with all or any such movable or immovable
property, rights and privileges thereof, upon any terms and for any consideration as may
thought fit.
4. To carry on the business of any or all the objects of the company by way of entering into an
agreement with the central Government or a state Government or a local authority or any
other statutory body on Build-Operate-Transfer (BOT) or on Build-Own-Operate-Transfer
(BOOT) basis, Build-own-Lease-Transfer (BOLT) scheme wherein the company will provide
the necessary and crucial components of infrastructure system and/ or own them for a
stipulated period, maintain or operate the same and to lease the asset of necessary and crucial
components of the infrastructure for maintenance and operation and shall ultimately transfer
to the Government bodies or authorities.
5. To carry on the business of purchase, extract, produce, manufacture, supply or sale of all
kinds of materials and stores for the purpose of any of the aforesaid objects.
6. To carry on business of consultancy in the field of civil, mechanical, electrical, industrial or

any other discipline of engineering.
62
Changes in the Memorandum of the Company
Sr.No. Date of AGM/EGM Changes in the Memorandum

1. June 20, 1993 Split of shares from face value of Rs. 100/- each to Rs. 10/- each.
2. January 20, 1994 The name of the Company was changed to JMC Projects (India)
Ltd.
3. April 5, 1994 Increase in authorised capital from Rs. 300 lakhs comprising of
30,00,000 Equity Shares of Rs. 10/- each to Rs. 350 lakhs
comprising of 35,00,000 Equity Shares of Rs. 10/- each
4. October 18, 1999 Increase in authorised capital from Rs. 350 lakhs comprising of
35,00,000 Equity Shares of Rs. 10/- each to Rs. 800 lakhs
comprising of 65,00,000 Equity Shares of Rs. 10/- each and
1,50,000 Preference Shares of Rs. 100/- each
5. March 14, 2005 Increase and reclassification of authorised capital from Rs. 800
lakhs divided into 65,00,000 Equity Shares of Rs. 10/- each and
1,50,000 Preference Shares of Rs. 100 each to Rs. 1600 lakhs
divided into 1,60,00,000 Equity Shares of Rs. 10/- each
6. December 10, 2005 Increase in authorised capital from Rs.1600 lakhs divided into
1,60,00,000 Equity Shares of Rs. 10/- each to Rs. 2000 lakhs,
divided into 2,00,00,000 Equity Shares of Rs. 10/- each
7. February 7, 2007 Increase and reclassification of authorised share capital from Rs.
2000 lakhs divided into 2,00,00,000 Equity Shares of Rs. 10/- each
to Rs. 5000 lakhs divided into 2,47,50,000 Equity Shares of Rs.
10/- each and 12,50,000 Preference Shares of Rs. 202/- each
8. October 9, 2007 Change in the Main Objects of the Company by way of additions
of new Objects.
Subsidiary of JMC Projects (India) Ltd.
JMC Mining and Quarries Ltd.
JMC Mining and Quarries Ltd. was incorporated as JMC Mining and Quarries Private Ltd. on
February 1, 1996. It was subsequently converted into a Public Limited Company on June 10, 1998
pursuant to the erstwhile section 43A of the Companies Act, the same being a wholly owned
subsidiary company of JMC. The Registered Office is situated at A-104, Shapath-4, Opp. Karnavati
Club, S. G. Road, Ahmedabad - 380 051.
JMC Mining and Quarries Ltd. has facilities at Thasara, Dist. Kheda for manufacturing aggregates
like kapchi, grit and rubble, which are the basic raw materials required for construction activity. It
supplies this basic material of consistent quality to supplement the raw material requirements of the
projects handled by JMC as well as to other external clients.
Due to the quality advantage available to JMC Mining and Quarries Ltd., it has established its name
in the supply of crushed aggregate in and around Kheda district. With the increased expenditure on
road development projects by the Government, across the country and more particularly, in the
vicinity of the operations of JMC has increased and hence advantageous to JMC Mining and Quarries
Ltd.
Board of Directors
63
1. Mr. Hemant Modi
2. Mr. Suhas Joshi
3. Mrs. Sonal Modi
4. Mr. Kamal Jain
Shareholding Pattern as on June 30, 2009
Name No. of % of capital

Shares
JMC Projects (India) Ltd. 499400 99.88%
Nominees of JMC Projects (India) Ltd. 600 0.12%
Total 500000 100.00%
For Financials refer “Financial Statements” beginning on page 100 of this Letter of Offer
Conflict of Interest
JMC Mining and Quarries Ltd. is into manufacturing and trading of aggregates that supplements the
construction business of JMC. There are no conflicting businesses or interests amongst JMC and JMC
Mining and Quarries Ltd.
Litigations
For details refer ‘Outstanding Litigations and Defaults’ on page 231 of the Letter of Offer.
Shareholders’ Agreement
Limited and Kalpataru Energy Venture Pvt. Ltd. (“Purchaser”) on October 1, 2004 for purchase of
Equity Shares of JMC. A Share Purchase Agreement was entered into between the aforesaid parties
on October 14, 2004 for purchase of 15,00,000 Equity Shares JMC. For further details refer Change
in Management Control under “History and Corporate Structure” beginning on page 60 of this Letter
of Offer.
Strategic Partners
The Company has not entered into any strategic partnership with any other company.
Financial Partners
The Company has not entered into any financial partnership with any other company.
Joint Venture Agreements
The Company has entered into the following joint ventures agreements for its ongoing projects:
Sr. Project Name Name of Joint Venture Sharing Date of Contract

No. Joint Partners and Ratio (%) Joint Value
Venture sharing pattern Venture (Rs.
64
Agreeme Lakhs)
nt
1. Design, detailed JMC- JMC Projects 51:49 August 887.15
engineering, supply, Associated (India) Ltd. and 17, 2002
fabrication, erection, Associated
construction, testing, Environmental
commissioning and Engineers Pvt.
guaranteeing of combine Ltd. (subsequently
effluent treatment plant name changed to
included raw effluent UPL Environment
pumping stations rising Engineers Ltd.)
mains and appurtenant
works at Najafgarh Road
Industrial Area.
2. Four laning and Aggarwal- Dineshchandra 50:50 August 4, 20498.14
strengthening of existing JMC Aggrawal 2004 21498.34
two lane National Infracon Pvt. Ltd.
Highway No. 45-B from and JMC Projects
Trichy Bypass End to (India) Ltd.
Madurai via Melur From
Km. 0.00 to Km. 124.84.
(Package I &II)
3. Construction of new four JMC- JMC Projects 50.50:49.50 March 27, 32670.13
lane Agra bypass Sadbhav (India) Ltd. and 2007
connecting Km. 176.80 of Sadbhav
NH_2 to Km. 13.03 of Engineering Ltd.
NH-3 in the state of Uttar
Pradesh
4. Providing, construction JMC – JMC Projects 70:30 January 5556.49
Break Pressure Tank and Taher Ali (India) Ltd. and 15, 2007
supply and laying of M.S. Taher Ali Joint
Pipe Gravity main from Venture
Break Pressure Tank to
Control Point at Bijalpur-
Lot 1: construction Break
Pressure Tank and supply
and laying of M.S. Pipe
Gravity main from Break
Pressure Tank to Mhow
Military Area (Ch. 0 m to
23165 m) Package No.
IND/WS/12
65
Agreeme Lakhs)
nt
5. Providing, construction JMC – JMC Projects 70:30 January 5283.36
Break Pressure Tank and Taher Ali (India) Ltd. and 15, 2007
supply and laying of M.S. Taher Ali Joint
Pipe Gravity main from Venture
Break Pressure Tank to
Control Point at Bijalpur-
Lot 2: Supply and laying
of M.S. Pipe Gravity main
from Mhow Military Area
to Control Point
Bijalpur(Ch. 23165 m to
43055 m) Package No.
IND/WS/12
6. Supply, Laying, Jointing, JMC – JMC Projects 60:40 January 4809.01
Testing and Taher Ali (India) Ltd. and 15, 2007
Commissioning of Raw Taher Ali Joint
Water Pumping Main and Venture
Allied Works- Lot No. 1 -
Replacement of pipe from
intake to existing WTP
(Ch. 210 m to 3290 m)
Lot No. 2 Raw Water
Pumping Main from
intake well to WTP (Ch.
210 m to 14250 m)
Package No. IND/WS11
7. Supplying, Laying, JMC-PPPL JMC Projects 75:25 April 27, 991.94
Jointing, Testing and (India) Ltd. and 2007
Commissioning of Permanent
Distribution Network in Prestress Pvt. Ltd.
Ward Nos. 5, 19 to 25 of *
Bhopal, Contract Package
No. BPL-WS-08
8. Part Design and GIL-JMC Gammon India 70:30 September 19535.00
Construction of Viaduct Ltd. and JMC 20, 2006
and Structural work of Projects (India)
three elevated Stations Ltd.
(Botanical Garden, Golf
Course and Noida City
Centre) on New Ashok
Nagar- Noida Corridor of
Phase-II of Delhi MRTS
Project
66
Agreeme Lakhs)
nt
9. Construction of New JMC-Tantia JMC Projects 50:50 July 2, 3674.74
Terminal Building and (India) Ltd. and 2005
allied works at Dibrugrh Tantia
Airport Constructions
Co. Ltd.
10. Construction of New JMC- JMC Projects 60:40 October 8, 8386.00
International Terminal MSKE (India) Ltd. and 2007
Building (Phase II) and M.S. Khurana
Inter Terminal Link at Engineering Ltd.
Ahmedabad Airport
* Permanent Prestress Pvt. Ltd has merged with Vishal Nirmiti Pvt. Ltd. w.e.f April 1, 2006.
67
MANAGEMENT
Board of Directors
Sr. Name, Designation, Age Date of Details of other directorships held

No. Address & Occupation joining the
Company as
Director
1. Mr. D. R. Mehta 72 December 11, • Jain Irrigation Systems Ltd.
Non-executive Independent 2008 • Poly Medicare Ltd.
Chairman • Spice Investment and Finance
DIN: 01067895 Advisors Pvt. Ltd.
• Spice Innovative Technologies
S/o Mr. Hanwant Raj Mehta Pvt. Ltd.
B-5, Mahavir Udyan Marg

Bajaj Nagar
Jaipur, Rajasthan -302015
Occupation: Retired
2. Mr. Hemant Modi 54 June 5, 1986 • JMC Infrastructure Ltd.

Executive Promoter • SAI Consulting Engineers Pvt.
Director Ltd.
DIN: 00171161 • JMC Mining and Quarries Ltd.
• JMC Consultants & Developers
S/o Late. Mr. I.K. Modi Pvt. Ltd.
Plot No. 363/A, Lane 18,

Satyagrah Chhavni Society
Satellite Rd, Ahmedabad –
380 015.
Occupation: Business
3. Mr. Suhas Joshi 54 June 5, 1986 • JMC Infrastructure Ltd.

Executive Promoter • JMC Mining & Quarries Ltd
Director • JMC Consultants and Developers
Pvt. Ltd.
DIN: 00171232 • JMC B&R Infra Bharat Deesa
Toll Road Pvt. Ltd.
S/o Mr. Vasantrao Joshi
14, Vrundavan, Part-2

Thaltej Shilaj Road,
Thaltej,
68
S.No Name, Designation, Age Date of Details of other directorships held
Address & Occupation joining the
Company as
Director
4. Mr. Kamal Jain 52 February 5, • Energylink (India) Pvt. Ltd.
Non-executive Director 2005 • JMC Mining and Quarries Ltd.
• Shree Shubham Logistics Ltd.
DIN: 00269810 • N.G. Realty Pvt. Ltd.
• Adeshwar Infrabuild Limited
S/o Mr. Mohanlalji • Kalpataru Power Transmission
Kanaiyalalji Jain (Mauritius) Ltd.
• Kalpataru SA (Proprietary) Ltd.
‘NINAAD’ C-24, GIDC
Opp. Videocon Factory,
K Road, Sector 26,
Gandhinagar - 382 044
Occupation: Service
5. Mr. Mahendra. G. Punatar 73 January 30, Kalpataru Power Transmission Ltd.

Non-executive 2006
Independent Director
DIN: 00533198
S/o Mr. Gulabrai Punatar
1302, 13th Floor, Raheja

Majestic, Nr. Starcity
Cinema, Manmala Road,
Matunga (W), Mumbai –
400 016
6. Mr. Ramesh Sheth 76 October 1, • VMS Consultants Pvt. Ltd.

Non-executive 2007
Independent Director
DIN: 00461393
S/o Mr. Maganlal Sheth
Kanak Vihar, 511

Adenwala Road
Mumbai – 400 019.
69
7. Mr. Manish Mohnot 37 May 29, 2009 • Kalpataru Power Tranmission
Non-Executive Director Ltd.
• Shree Shubham Logistics Ltd.
DIN : 01229696 • Adeshwar Infrabuild Limited
• Kalpataru SA (Proprietary) Ltd.
S/o. Mr. Dashrathmal • Kalpataru Power Transmission
Mohnot Nigeria Ltd.
C/4/11, Sunder Nagar
S. V. Road
Malad (W),
Mumbai 400 064
Occupation : Service
Mr. Ajay Munot and Mr. Kamal Jain were Directors nominated by KPTL as per the terms of the SPA
dated October 14, 2004. However Mr. Ajay Munot has resigned from the Board of the Company
w.e.f April 1, 2009. Mr. Kamal Jain is the Chief Financial Officer (CFO) of KPTL. Further, Mr.
Manish Mohnot has been nominated by KPTL w.e.f. May 29, 2009 on the Board of the Company.
Except the above, there is no arrangement or understanding with major shareholders, customers,
suppliers or others pursuant to which any person was selected as a director. None of the directors
have any relationship with the promoters or other directors of the Company.
There is no bonus/profit sharing plan with the directors except that Mr. Hemant Modi and Mr. Suhas
Joshi are entitled to 1% commission/performance linked pay/profit sharing, within the permissible
limits under the provisions of the Companies Act, 1956.
Brief Details of the Directors
For details of Mr. Hemant Modi and Mr. Suhas Joshi, Promoter Directors refer section “Promoters”
on page 95 of this Letter of Offer.
Brief profile of other Directors
Mr. D.R. Mehta (72) holds a BA degree and is a Bachelor of Law. He has also done management
courses from institutions in London and USA. During his 41 years of tenure in civil service, he held
various positions in the Government of Rajasthan, Government of India and also in Regulatory
Bodies. He was the Deputy Governor of Reserve Bank of India (RBI) and Chairman of Securities and
Exchange Board of India. He has been appointed as an Independent Director of the Company and has
also been elected as the Chairman of the Company.
Mr. Kamal Jain (52) is a Chartered Accountant having experience of 25 years in the field of finance,
taxation, corporate affairs and human resource development.
Mr. Mahendra G Punatar (73) holds a Masters Degree in Structural Engineering and has profound
experience of over 48 years in planning and designing structures like bridges, transmission line
towers, production etc.
Mr. Ramesh Sheth (76) holds a Masters Degree in Civil Engineering and has over 52 years of
experience in design of civil and structural work for factories, industries, institutional buildings and
large housing projects.
70
Mr. Manish Mohnot (37) is a Chartered Accountant and Cost Accountant having experience of 15
years of business consulting in the field of Power, Oil & Gas, Ports, Water Shipping, Tourism,
Railways / Containers & Airports.
Borrowing Powers of Directors
Vide a resolution passed at the Extra-Ordinary General Meeting of the Company held on February 7,
2007, consent of the members of the Company was accorded to the Board of Directors of the
Company pursuant to Section 293(1)(d) of the Companies Act, 1956 for borrowing from time to time
any sum or sums of monies which together with the monies already borrowed by the Company (apart
from temporary loans obtained from the Company’s bankers in the ordinary course of business) may
exceed the aggregate for the time being of the paid up capital of the Company and its free reserves,
that is to say, reserves not set apart for any specific purpose, provided that the total amount so
borrowed by the Company shall not at any time exceed the limit of Rs. 500 crore.
Compensation to Vice Chairman and Managing Directors
Mr. Hemant Modi – Vice Chairman and Managing Director
In accordance with a resolution passed at the Board Meeting held on January 29, 2009 and the
agreement dated January 31, 2009 entered into by the Company with Mr. Hemant Modi, Vice
Chairman and Managing Director, the remuneration during his term of appointment upto March 31,
2012 has been fixed as follows w.e.f April 1, 2009. He is entitled to a basic salary of Rs. 2.50 lakhs
p.m., other allowance of Rs. 1.50 lakhs p.m, perquisites such as fully furnished house or House Rent
Allowance of Rs. 1 lakh p.m., expenditure incurred on gas, electricity, water and furnishing, medical
benefits for self and family, Leave Travel Concession, club fees, personal accident insurance
premium (not exceeding Rs. 10,000 p.a); perquisties not to exceed an amount equal to the annual
salary. The salary and perquisites shall be exclusive of (i) contribution to provident fund,
superannuation fund or annuity fund to the extent of these either singly or put together, are not
taxable under the Income-Tax Act, 1961; and (ii) Gratuity payable at the rate not exceeding half a
month’s salary for each completed year of service. Mr. Hemant Modi is also entitled to 1%
commission/performance linked pay/profit sharing, within the permissible limits under the provisions
of the Companies Act, 1956. Apart from remuneration Mr. Hemant Modi is also entitled to free use of
the Company’s car with driver for the business of the Company and a telephone at his residence. In
case of absence or inadequacy of profits in any financial year, Mr. Hemant Modi will be entitled to a
minimum remuneration in accordance with the provisions in the Companies Act, 1956.
The above terms of appointment and remuneration have been approved by the shareholders of the
Company in the AGM held on July 28, 2009.
Mr. Suhas Joshi –Managing Director
In accordance with a resolution passed at the Board Meeting held on January 29, 2009 and the
agreement dated January 31, 2009 entered into by the Company with Mr. Suhas Joshi, Managing
Director the remuneration during his term of appointment upto March 31, 2012 has been fixed as
follows w.e.f April 1, 2009. He is entitled to a basic salary of Rs. 2.50 lakhs p.m., other allowance of
Rs. 1.50 lakhs p.m, perquisites such as fully furnished house or House Rent Allowance of Rs. 1 lakh
p.m., expenditure incurred on gas, electricity, water and furnishing, medical benefits for self and
family, Leave Travel Concession, club fees, personal accident insurance premium (not exceeding Rs.
10,000 p.a); perquisties not to exceed an amount equal to the annual salary. The salary and perquisites
71
shall be exclusive of (i) contribution to provident fund, superannuation fund or annuity fund to the
extent of these either singly or put together, are not taxable under the Income-Tax Act, 1961; and (ii)
Gratuity payable at the rate not exceeding half a month’s salary for each completed year of service.
Mr. Suhas Joshi is also entitled to1% commission/performance linked pay/profit sharing, within the
permissible limits under the provisions of the Companies Act, 1956. Apart from remuneration Mr.
Suhas Joshi is also entitled to free use of the Company’s car with driver for the business of the
Company and a telephone at his residence. In case of absence or inadequacy of profits in any
financial year, Mr. Suhas Joshi will be entitled to a minimum remuneration in accordance with the
provisions in the Companies Act, 1956.
The above terms of appointment and remuneration have been approved by the shareholders of the
Company in the AGM held on July 28, 2009.
Compensation to Non-Executive Directors
The non-executive directors are paid no other remuneration apart from sitting fees of Rs. 10,000 per
board meeting and Rs. 5000 per audit committee meeting. Mr. Kamal Jain, Non – Executive Director
has been granted 32,550 Employee Stock Options. For details please refer ‘Notes to Capital
Structure’, on Page 14 of this Letter of Offer.
Term of Directors
Mr. Hemant Modi and Mr. Suhas Joshi have been appointed as non-retiring directors. All other
Directors are liable to retire by rotation and are eligible for re-appointment in General Meeting
subject to the approval of the shareholders in terms of Section 257 of the Companies Act, 1956.
Compliance with Corporate Governance requirements
JMC Projects (India) Ltd. is fully compliant with the code of Corporate Governance as prescribed by
the Listing Agreement.
The Company has complied with SEBI Guidelines in respect of Corporate Governance especially
with respect to broad basing of Board, constituting the Committees such as Shareholders’ Grievance
Committee, etc.
Board Composition
Name of Director Designation

Mr. D.R. Mehta Chairman, Non-executive Independent Director
Mr. Hemant Modi Executive Promoter Director
Mr. Suhas Joshi Executive Promoter Director
Mr. Kamal Jain Non-executive Director
Mr. Mahendra. G. Punatar Non-executive Independent Director
Mr. Ramesh Sheth Non-executive Independent Director
Mr. Manish Mohnot Non-executive Director
Audit Committee
72
The Audit Committee was reconstituted on March 31, 2009 and it continues to function as prescribed
under Section 292(A) of the Companies Act, 1956 and the terms of Reference of Audit Committee.
The utilization of proceeds of the present Issue will be monitored on a quarterly basis by the Audit
Committee.
The members of the Audit Committee are:
Name Category
Mr. D.R. Mehta Non- Executive Independent Director/Chairman
Mr. Kamal Jain Non -Executive Director/Member
Mr. Mahendra G Punatar Non-Executive Independent Director/Member
Broad Terms of Reference of the Audit Committee
The terms of reference for the Committee as laid down by the Board include the following:
1. To discuss with the auditors periodically about internal control systems, the scope of audit
including the observations of the auditors
2. To review quarterly and annual financial statements before submission to the Board
3. To ensure compliance with the internal audit / statutory audit reports
4. To make recommendations to the Board on any matters relating to financial management and
enforce implementation of the same
5. Overseeing of the Company’s financial reporting process and the disclosure of its financial
information to ensure that the financial statement is correct, sufficient and credible
6. Recommending to the Board, the appointment, re-appointment and, if required, the
replacement or removal of the statutory auditor and the fixation of audit fees
7. Recommending the Board, the appointment, re-appointment of Internal Auditor, Scope of
Internal Audit and the fixation of audit fees
8. Reviewing, with the management, the annual financial statements before submission to the
board for approval, with particular reference to:
a. Matters required to be included in the Director’s Responsibility Statement to be
included in the Board’s report in terms of clause (2AA) of section 217 of the
Companies Act, 1956
b. Changes, if any, in accounting policies and practices and reasons for the same
c. Compliance with listing and other legal requirements relating to financial statements
d. Disclosure of any related party transactions
e. Qualifications, if any in the draft audit report
9. Discussion with Internal Auditors any significant findings and follow up there on
During the year ended March 31, 2009, four meetings were held on May 22, 2008, July 30, 2008,
October 24, 2008 and January 29, 2009. Further, two Audit Committee meetings were held on May
29, 2009 and July 28, 2009 during the current financial year.
Remuneration Committee
The Company has reconstituted the Remuneration committee on March 31, 2009. The Committee has
been formed for the purpose of approving remuneration payable to Executive Directors, to review the
remuneration package of the executive directors periodically, to frame and approve terms &
conditions of Employee Stock Option Scheme and to discharge any other statutory duties and
73
functions as may be specified under the law or to perform such task(s) as may be entrusted by the
Board of Directors from time to time. The committee members are:
Name Category
Mr. D.R. Mehta Non-Executive Independent Director/Chairman
Mr. Kamal Jain Non -Executive Director/Member
Mr. Mahendra G Punatar Non-Executive Independent Director/Member
Terms of Reference
The broad terms of reference of the Committee is to review the terms of appointment of executive
directors, their remuneration package including commission, to frame, approve and to determine the
detailed terms and conditions of the Employee Stock Option Scheme in accordance with SEBI
Guidelines.
During the year ended March 31, 2009 the Remuneration Committee met on January 29, 2009 for
recommendation of remuneration payable to Mr. Hemant Modi, Vice Chairman and Managing
Director and Mr. Suhas Joshi, Managing Director on their re-appointment.
Shareholders’ Grievances Committee
This Committee was reconstituted on December 11, 2008 to specifically look into shareholders’
complaints like non-receipt of transferred shares, annual report, declared dividend, revalidation of
refund order, etc. and to redress the same expeditiously. The members of this committee are:
Name Category
Mr. Kamal Jain Non- Executive Director/Chairman
Mr. Suhas Joshi Executive Director/Member
Mr. Hemant Modi Executive Director/Member
Terms of Reference
1. To discuss and take steps to resolve any of the shareholders’ complaints relating to share transfer,
payment of dividend, non-receipt of the Annual Report and Notices of the Members’ meetings,
furnishing of various information, production of statutory records for inspection, issue of
duplicate shares etc.
2. To issue necessary instructions to the Secretarial Department and the Share Transfer Agents of
the Company to resolve any of the queries or complaints received from the shareholders.
3. To periodically review the shareholders’ complaints received and steps taken to resolve the same.
During the year ended March 31, 2009 the committee meetings were held on May 13, 2008, July 30,
2008, October 24, 2008 and January 29, 2009. Further, two Shareholders’ Grievance Committee
meetings were held on May 29, 2009 and July 28, 2009 during the current financial year.
During the year ended March 31, 2009 the Company had received 4 complaints, all of which were
resolved and there are no complaints pending. Further, the Company has not received any complaints
during the quarter ended June 30, 2009.
Policy on disclosures and internal procedure for prevention of insider trading
74
Regulation 12 (1) of the SEBI (Prohibition of Insider Trading) regulations, 1992 is applicable to the
Company and its employees, which requires implementation of code of internal procedures and
conduct for the prevention of insider trading. The Company has implemented the policy in line with
the SEBI guidelines issued in this regard.
Interest of the Directors
All the Directors of the Company, apart from the normal remuneration and other benefits including
reimbursement of expenses incurred and their shareholding in the Company (including rights
entitlement, if any) have no other interests in the Company except in respect of commercial
transactions between the Company, its subsidiaries and other companies in which they are interested
in the capacity of promoter directors.
Qualification Shares
A Director need not hold any shares in the Company to qualify for the office of a Director of the
Company.
Shareholding of Directors
Director No. of Shares held in JMC % to total share capital
Mr. Suhas Joshi 83,727 0.46%

Mr. Hemant Modi 3,34,000 1.84%
Apart from the above, none of the directors hold any shares in JMC.
Changes in the Directors in the last three years
Director Date of Appointment Date of Cessation Reason

Mr. Manish Mohnot May 29, 2009 -- Appointed
Mr. Ajay Munot February 5, 2005 April 1, 2009 Resigned
Mr. Vijay Choraria February 5, 2005 December 11, 2008 Resigned

Mr. Kamal Jain February 5, 2005 -- Appointed
Mr. M .D Khattar November 21, 2005 April 1, 2008 Resigned
Mr. Mahendra G Punatar January 30, 2006 -- Appointed

Mr. Ramesh Sheth October 1, 2007 -- Appointed
Mr. D.R. Mehta December 11, 2008 -- Appointed
75
Key Management Personnel
S.No. Name, Age, Previous Total JMC Date of Responsibility Remuner

Designation & Employment Exp. Exp. (in Joining ation p.a.
Qualification (in Years) (Rs. In
Years) Lakhs)*
1 Mr. V. Lanka, 62 • Bharat Heavy 45 13 July 2, 1996 1. Strategic Business 36.00
President (SIO) Electrical Ltd. Unit Head for
B E Civil • Bharat Heavy South India
Plates & Operations
Vessel Ltd. 2. Identifying
opportunities and
business
expansion
3. Negotiation,
finalizing and
monitoring
contracts
2 Mr. Shailendra • Oriental 25 1 July 7, 2008 Responsible to 48.00
Kumar Tripathi, 45 Structural handle overall
President & COO Engineers operations of
(INFRA) • L&T Infrastructure
B E Civil • Gammon division
India Ltd.
3 Mr. Atul Shah, 50 • HCC Ltd. 28 10.2 April 21, Strategic Business 39.00
Sr. Vice President • Cemindia Co 1999 Unit Head for
(WIO) Ltd. Western India
BE Civil, MBEM Operations
4 Mr.Anupam Dhiman, • Punj Lloyd 27 2.7 September 1. Strategic Business 27.00

49 Ltd 25, 2006 Unit Head for
Vice President - Power Projects.
Power 2. Identifying
B. Tech – Civil, opportunities and
M. Tech business
expansion
3. Negotiation,
finalizing and
monitoring
contracts
5 Mr. Moloy Roy, 54 • Bridge & 32 1.8 August 20, 1. Strategic 24.70
Vice President (EIO) Roof Co.(I) 2007 Business Unit
B. Tech Civil Ltd Head for East
India Operations
2. Identifying
opportunities and
business
expansion
3. Negotiation,
finalizing and
monitoring
contracts
76
6 Mr. Narendra R • Ramjibhai 36 17.7 September 1. Responsible for 21.00
Kantawala, 58 Jirjibhai & 20, 1991 exploring,
Vice President - Sons compiling &
Contracts • Ruchi presenting data
B.E Civil Constructions as required by
Arbitrators /
Advocates.
2. Reviewing
contractual
claims
3. Guiding project
team on
contractual
matters of on-
going projects.
7 Mr. Ashwani Kumar • EMMAR 28 0.7 October 15, 1. In-charge of 32.00
Gulati, 52 MGF 2008 operations in
Vice President - • Reliance Mumbai / MP /
Projects Industries Ltd Goa.
B.T ech - Civil • Simplex 2. Monitoring of
Concrete the projects for
Piles India timely
Ltd completion and
safety
requirements
8 Mr. Nitin Parikh, 53 • Tata Textile 33 20.3 February 1, 1. In-charge of 28.20
Asst. Vice President - • Arbuda Mills 1989 Accounting
Accounts Ltd. System of South
B.Com India Operations
2. To manage all
commercial
aspects of
Purchase and
Sub contracts.
3. To manage cash
flow of Southern
India Operations
4. Review of
monthly
profitability
9 Mr. Shanthakumar • NS 21 8.1 April 9, Monitoring of 28.20
G. M., 43 Constructions 2001 projects at Bangalore
Asst. Vice President - • Skyline for timely completion
Project Construction and safety
B.E Civil Pvt Ltd requirements
10 Mr. K.R. • Ahluwalia 28 1.3 March 26, Monitoring of 23.00
Jayaprakasan, 51 Contracts (I) 2008 projects at Bangalore
Asst. Vice President Ltd and Chennai for
D. C. E. timely completion
and safety
requirements
11 Mr. D. Lakshmi • Gannon 23 4.3 February 1, Monitoring of 24.00
Narayana, 44 Dunkerley 2005 projects at Hyderabad
Asst. Vice President • Shahpoorji & for timely completion
B.E Civil Pallonji Co. and safety
77
Ltd. requirements.
12 Mr. Nawrang Singh • B.L. Kashyap 29 2.1 April 20, Monitoring of project 24.00
Punia, 51 & Sons Ltd. 2007 execution for
Asst. Vice President - • Gujarat Northern Region.
Project Ambuja
D. C. E. Cements
• Flex
Industries
13 Mr. P.K. Mishra, 50 • AFCONS 26 0.8 August 26, Responsible for 23.00
Asst. Vice President Infrastructure 2008 upcoming Building
B.E - Civil Ltd, &Factories projects
• Elecon, in outskirts of Delhi
• HCC & NCR and
infrastructure projects
in Delhi.
14 Mr. B. N. Nagaraj, • L&T 22 2.0 June 26, 1. Monitoring of 30.00
44 • Konkan 2007 the project for
Asst. Vice President - Railway timely
Project Corporation completion and
BE Civil safety
requirements
2. Facilitating
between Project
Execution Team
and Regional
Office.
15 Mr. Shripad Ganesh • HCC Ltd. 41 1.0 June 16, Incharge of Plant 30.00
Edkee, 61 2008 &Machinery
Advisor - P&M Function –
B.E -Mechanical Infrastructure
Division.
16 Mr. Rabindra Nath • ITD 27 0.9 July 7, 2008 Responsible for 21.00
Bose, 50 Cementation establishing the
Asst. Vice President India Ltd. piling business
B.E - Civil
17 Mr. Aloke Kumar • India Bulls 23 0.7 October 3, Monitoring of the 25.00
Dey, 45 Real Estate 2008 power projects for
Asst. Vice President • L&T timely completion
B.E - Civil • ECC and safety
• Elecon requirements
18 Mr. Amit K Raval, • Fisher 21 9.3 November 1. In-charge of 24.00
43 Rosemount 2, 2000 Accounts and
Asst. Vice President India Ltd. Taxation
& CFO • Yokogawa 2. MIS
B. Com, FICWA, Bluestar Ltd.
MBA, CS (INTER)
78
19 Mr. Virendra • Self 18 4.2 March 1, 1. In-charge of 21.60
Kumbhat, 43 Employed 2005 costing &
Asst. Vice President - Auditing of
Commercial Western India
M.Com, CA 2. Developing
auditing system
3. Monitoring Zero
base budgeting
4. Cost control
20 Mr. Ashish Shah, 29, • JMC Projects 5 3.5 January 1, 1. Secretarial 4.50
Company Secretary (India) Ltd. 2009 related matters (Anualise
B.Com, LLB, ACS • Kalpataru d)
Power
Transmission
Ltd.
• Provogue
(India) Ltd.
21 Mr. Subrata Kumar • Punj Lloyd 24 2.7 September Responsible for 21.90
Sahani ** • NBC Ltd. 6, 2006 Business
50, Asst. Vice • Kumbardhubi Development &
President, D. C. E. Fireclary & Tendering related
Silica Works activities of Power
• Hindustan Division
Construction
Company
Ltd.
22 Mr. Sauranbh • L &T Ltd., 20 0.2 April 27, Monitoring of 27.00
Shrirup, 42, Asst. • PSL Holdings 2009 Projects in Gujarat
Vice President, Ltd. for timely completion
B.Tech. - Civil • Studio Plus and safety
• Aakaar requirements
Consulting
Engineers
* Actual Remuneration paid during Financial Year 2008-09.
** Mr. Subrata Kumar Sahani has been promoted as Asst. Vice President w.e.f. April 1, 2009.
Note: Mr. Sauranbh Shrirup has joined as Asst. Vice President on April 27, 2009.
The persons whose names appear as key management personnel are on the rolls of the Company as
permanent employees. Employees of the Company’s subsidiaries / group companies have not been
included in the key managerial personnel. There is no arrangement or understanding with major
shareholders, customers, suppliers or others pursuant to which any person was selected as a member
of senior management. None of the Key Managerial Personnel have any relationship with the
promoters or the directors of the Company. There is no bonus/profit sharing plan with the key
managerial personnel.
Details of shares held by Key Managerial Personnel as on July 31, 2009
Sr.No Name of the key managerial personnel No. of shares held % to total capital
1 Mr. V. Lanka 5562 0.03
2 Mr. Nitin C. Parikh 100 0.00
3 Mr. Amit K Raval 200 0.00
4. Mr. N. S. Punia 10 0.00
5. Mr. Ashish Shah 103 0.00
79
The above-mentioned shares have been acquired by them through market purchases and / or allotted
in the rights issue.
Changes in Key Managerial Personnel during the last three years
Name Designation Date of Reason/

appointment/resignation Change
2009-10
Mr. Alok C Sapre Sr. Vice President August 07, 2009 Resigned
Mr. Subrata Kumar Sahani Asst. Vice President September 6, 2006 Promoted
w.e.f. April
1, 2009
Mr. Saurabh Shrirup Asst. Vice President April 27, 2009 Joined
2008-09
Mr. Ashish Shah Company Secretary January 1, 2009 Joined
Mr. Ashwani Kumar Gulati Vice President October 15, 2008 Joined
Mr. Aloke Kumar Dey Asst. Vice President October 3, 2008 Joined
Mr. P.K. Mishra Asst. Vice President August 26, 2008 Joined
Mr. Shailendra Kumar Tripathi President July 7, 2008 Joined
Mr. Rabindranath Bose Asst. Vice President July 7, 2008 Joined
Mr. Shripad Ganesh Edkee Advisor P & M June 16, 2008 Joined
Mr. Pranab Chakraborty Asst. Vice President April 30, 2008 Resigned
2007-08
Mr. K. R. Jayaprakasan Asst. Vice President March 26, 2008 Joined
Mr. Moloy Kumar Roy Vice President August 20, 2007 Joined
Mr. Naresh Kachhwah Asst. Vice President May 31, 2007 Resigned
Mr. Nawrang Singh Punia Asst. Vice President April 20, 2007 Joined
Mr. Ashish Shah Company Secretary February 29, 2008 Resigned
Bonus or Profit Sharing Plan for the Key Managerial Personnel
There is no profit sharing plan for the key managerial personnel. The Company makes bonus
payments as per their terms of appointment.
Employees Stock Option Scheme
The Company has implemented the Employee Stock Option Scheme 2007 (ESOP) pursuant to the
resolution passed by the members at the Annual General Meeting held on July 13, 2007. The
Company granted 6,00,000 Employee Stock Options exercisable into 6,00,000 Equity Shares of Rs.
10/- each to eligible employees at a price of Rs. 217/- per share being 20% discount to the market
price of Rs. 272/- prevailing on the date prior to the date of the meeting on July 21, 2007 of
Remuneration Committee duly authorized, in which the ESOP was granted. For further details
please refer section “Capital Structure” beginning on page 13 of this Letter of Offer.
80
Employees
JMC had 2,148 employees as on June 30, 2009. The broad break up of these employees is given
below:
Category Nos.
Engineers & Supervisors 1330
Supporting Staff - Admin & Commercial 468
Plants &Machinery Staff 250
Execution staff 100
Grand Total 2148
Payment or Benefit to officers of the Company (non- salary related)
The Company provides Medical Insurance for all its employees. It also provides Group Personal
Accident Insurance for all its permanent employees. The on-site labourers hired by the Company are
covered under the Workmen Compensation policy. For senior officials the Company has policies for
leased accommodation and company owned car scheme on a case-to-case basis.
Ventures Promoted by the Promoters (Mr. Hemant Modi and Mr. Suhas Joshi)
JMC Infrastructure Ltd.
JMC Infrastructure Ltd. was incorporated on January 13, 1995 as Interlink Aeroproducts Private Ltd.
It was subsequently converted into a Public Limited Company on December 13, 1999. The name was
subsequently changed to JMC Infrastructure Ltd. on December 16, 1999. The promoters of JMC
Infrastructure Ltd. are Mr. Hemant Modi and Mr. Suhas Joshi
JMC Infrastructure Ltd. was incorporated mainly with the objective to execute Infrastructure projects
on its own or through Joint Venture / tie ups with other companies. In the financial year 2000-01, it
commenced the flyover project at Worli, Mumbai which was completed in the financial year 2002-
03. Apart from letting out machineries on hire, presently no business is being carried out by JMC
Infrastructure Ltd.
The Directors on the Board are Mr. Hemant Modi, Mr. Suhas Joshi and Ms. Sonal Modi
Name of Shareholder No. of shares held % to total

capital
Hemant Modi 23800 47.60
Sonal Modi 1000 2.00
Suhas Joshi 24800 49.60
Others 400 0.80
Total 50000 100.00
81
Financials
(Rs. Lakhs)
Particulars 2007-08 2006-07 2005-06
Equity Capital 5.00 5.00 5.00
Reserves 27.05 30.24 24.24
Income 85.85 61.41 84.30
Profit after tax 3.29 6.11 17.85
Earnings per share (EPS) (in Rs.) 6.58 12.21 35.70
Net Asset Value (NAV) per share (Rs.) 64.09 70.48 58.47
The financial statements for financial year 2008-09 are under preparation and hence the same is not
available at present.
There is no conflict of business interests between JMC and JMC Infrastructure Ltd.
Litigations
For litigations refer “Outstanding Litigations and Defaults” beginning on page 231 of this Letter of
Offer.
SAI Consulting Engineers Pvt. Ltd. (Formerly known as Sheladia Associates & Consultants
India Pvt. Ltd.)
SAI Consulting Engineers Private Ltd. was founded by Mr. Hemant Modi. It was incorporated on
February 14, 1983 to carry on the business as Consulting Engineer in the areas of Civil Engineering,
Architects, Structural Engineering, Electrical Engineering, Mechanical Engineering, Industrial
Engineering, Electronics Engineering, and Design Engineering for Highway Design and traffic
Transportation, water and environment, urban planning, project management and building
engineering. The name was changed from Sheladia Associates and Consultants (India) Pvt. Ltd. to
SAI Consulting Engineers Private Ltd. with effect from February 21, 2005. SAI Consulting Engineers
Pvt. Ltd. carries out its business activities independent of JMC.
SAI Consulting Engineers Pvt. Ltd. is a fast growing multidisciplinary consultancy organization
engaged in the areas of civil engineering and project management consulting services in various
sectors like Highways, Bridges, Urban and Regional Planning, Buildings, Water Resources, Water
and Waste Water, Irrigation, Railways, Environmental Studies in India and other countries.
SAI provides services of a project ranging from feasibility studies, thorough planning, detailed
engineering design, architectural and structural engineering, survey and geo-technical engineering,
tender assistance, procurement assistance, construction supervision, quality control and third party
quality assurance and complete project management as single point responsibility.
The Directors are Mr. Hemant Modi, Mr. Vijay Choraria, Ms. Sonal Modi, Mr. Deval Shah, Mr. S.
Ramanathan, Mr. Dhaval Parikh and Mr. Mukesh Jethwani.
82
The shareholding pattern as on June 30, 2009
Name of Shareholder No. of shares held % to total capital

Ami Hemant Modi 133250 4.75
Sonal H Modi 50000 1.78
Sharyans Resources Ltd. 841371 30.00
Total 2804571 100.00
Financials
(Rs. Lakhs)
Particulars 2007-08 2006-07 2005-06
Equity Capital 280.46 200.00 17.13*
Reserves 1024.93 312.80 341.47
Income 2798.10 1695.57 1298.24
Profit after tax 302.43 153.91 91.38
Earnings per share (EPS) (in Rs.) 11.62 7.70 533.59*
Net Asset Value (NAV) per share (Rs.) 50.16 25.64 2093.96*
Equity Shares subdivided from nominal value of Rs. 100/- each to Rs. 10/- each.
There is no conflict of business interest between JMC and SAI Consulting Engineers Private Ltd.
Litigations
Offer.
JMC Consultants and Developers Pvt. Ltd.
JMC Consultants and Developers Pvt. Ltd. was originally incorporated as L&M – JMC India Pvt.
Ltd. on December 4, 2000 by Mr. Hemant Modi and Mr. Suhas Joshi as a SPV to bid for and execute
an IT park project in Bangalore in Joint Venture Partnership with an Indonesian company. However,
the project was not awarded to the Joint Venture.
The name was changed to JMC Consultants and Developers Pvt. Ltd. on February 20, 2004
subsequent to the resignation of the directors of the Indonesian Company. At present no business is
being carried out by the Company. Mr. Hemant Modi and Mr. Suhas Joshi are the Directors.

Suhas Joshi 5000 50.00
Total 10000 100.00
83
Financials
(Rs. Lakhs)
Particulars 2007-08 2006-07 2005-06
Equity Capital 1.00 1.00 1.00
Reserves (0.67) (0.55) (0.48)
Income 0.00 0.00 0.00
Profit after tax (0.13) (0.06) (0.13)
Earnings per share (EPS) (in Rs.) -- -- --
There is no conflict of business interest between JMC and JMC Consultants and Developers Pvt. Ltd.
Litigations
Offer.
J.M. Construction
J.M Construction is a partnership firm formed on January 20, 1994 by Mr. Hemant Modi and Mr.
Suhas Joshi. It was formed for the purpose of carrying on construction business as civil contractors,
engineers and designers. JMC sub-contracts small size construction work to J.M. Construction.
The profit sharing ratio of the partners is as follows:

Mr. Hemant Modi – 50%
Mr. Suhas Joshi – 50%
Financials
(Rs. Lakhs)
Particulars 2008-09 2007-08 2006-07 2005-06
Total Income -- -- 0.04 --
Net Profit/(Loss) (0.06) (0.04) (0.38) (0.20)
Partners Capital (2.77) (42.81) (42.77) (42.39)
Conflict of interest
There is no conflict of business interest between JMC Projects (India) Ltd. and J.M. Construction.
Litigations
Offer.
84
Subsidiaries of Kalpataru Power Transmission Ltd.
Energylink (India) Ltd.
Energylink (India) Ltd. was incorporated as Energylink (India) Private Ltd. on January 16, 2001 and
subsequently converted into a Public Limited Company w.e.f May 21, 2007. It was incorporated to
carry out the business of construction of residential projects with its focus being constructions of large
integrated township targeting middle and upper middle class income households. The Company
became a subsidiary of KPTL w.e.f January 30, 2007. The Board of Directors comprise of Mr. Imtiaz
I Kanga, Mr. Parag M Munot and Mr. Kamal Jain. The Company has identified a location near
Ahmedabad to set up multi product SEZ and started acquiring land for the same.
Shareholding Pattern as on date
Name of Shareholder No. of shares % to total capital

held
Kalpataru Power Transmission Ltd. (KPTL) 999400 99.94
Nominees of KPTL 600 0.06
Total 1000000 100.00
Financials
(Rs. Lakhs)
Particulars 2008-09 2007-08 2006-07 2005-06
Equity Capital 100.00 100.00 100.00 1.00
Reserves 18.22 (0.59) 0.00 0.00
Income 47.85 0.28 0.00 0.00
Profit / (Loss) after tax 18.81 (0.27) 0.00 0.00
Earnings per share (EPS) (Rs.) 1.88 -- -- --
Net Asset Value (NAV) per share (Rs.) 11.82 9.94 10.00 10.00
There is no conflict of business interest with that of JMC Projects (India) Limited.
Litigations
Offer.
Saicharan Properties Limited (a 100% Subsidiary of Energylink (India) Limited)
Saicharan Properties Limited was incorporated as Saicharan Properties Private Limited on December
29, 2006 and subsequently converted into a Public Limited Company w.e.f April 29, 2009. It was
incorporated to develop real estate projects. The Company became a subsidiary of Energylink (India)
Limited w.e.f 30th June, 2009. The Board of Directors of the Company are Mr. Narendra S. Lodha,
Mr. Parag M Munot and Mr. Anuj A. Munot.
85
Shareholding Pattern

held
Energylink (India) Ltd. 49400 98.80
6 Nominees of Energylink 600 1.20
Total 50000 100.00
Financials
Rs. in lakhs
Equity Capital 5.00 1.00
Reserves 0.00 0.00
Income 0.00 0.00
Profit/(Loss) after tax (0.64) (1.01)
Earnings per share (EPS)(Rs.) (5.93) (10.06)
Net Asset Value (NAV) per share (Rs.) 9.96 9.76
Litigations
There is no past and present outstanding litigation by or against the Company.
Adeshwar Infrabuild Limited
Adeshwar Infrabuild Limited was incorporated on August 11, 2009 as a Limited Company and a
wholly owned subsidiary of KPTL. The main business activities of the Company include
manufacturing and dealing in Cement.
The Board of Directors of the Company consists of Mr. Kamal Jain, Mr. Manish Mohnot and Mr.
Parag Munot.
Shareholding Pattern as on August 12, 2009
held
6 Nominees of KPTL 6 0.001
Total 50000 100.00
Financials
Adeshwar Infrabuild Limited is newly incorporated and hence the financials have not been prepared.
86
Litigations
There is no past or present outstanding litigation by or against the Company.
Shree Shubham Logistics Ltd.
Shree Shubham Logistics Ltd. was incorporated on January 19, 2007 as a Private Limited Company
and subsequently changed to Public Limited Company w.e.f April 20, 2007. The Company is in the
business of providing cold storage, logistics and warehousing. It has warehousing facilities at various
locations in the States of Rajashtan, Gujarat and Maharashtra. Shree Shubham Logistics Ltd. became
a subsidiary of KPTL w.e.f. March 19, 2007. The board of the Company consists of Mr. Aditya
Bafna, Mr. Shubhendra Kumar Bafna, Ms. Sumitra Bafna, Mr. Manish Mohnot and Mr. Kamal Jain.

Kalpataru Power Transmission Ltd. (KPTL) 1,60,00,000 80.00
Others 40,00,000 20.00
Total 2,00,00,000 100.00
Financials
(Rs. Lakhs)
Particulars 2008-09 2007-08 2006-07
Equity Capital 2,000.00 1,600.00 616.25
Reserves 51.86 33.61 (11.14)
Income 5,128.07 4077.37 150.83
Profit after tax 16.94 52.32 (11.14)
Earnings per share (EPS) (Rs.) 0.09 0.59 --
Litigations
Offer.
Amber Real Estate Ltd.
Amber Real Estate Ltd. was incorporated as a Private Limited Company on August 21, 2007 and
subsequently converted into a Public Limited Company w.e.f March 31, 2008 and became subsidiary
of KPTL w.e.f May 16, 2008. The main business activities include construction of real estate project
with its main focus on IT Parks. The board of the Company consists of Mr. Anuj A Munot, Mr.
Narendra S Lodha and Ms. Sudha R Golecha.
87

held
6 Nominees of KPTL 100 0.01
Total 990000 100.00
Financials
(Rs. Lakhs)
Equity Capital 99.00 5.00
Reserves (2.96) (0.83)
Income 0.00 0.00
Profit after tax (2.13) (0.83)
Earnings per share (EPS) --
Net Asset Value (NAV) per share (Rs) 9.70 8.35
Litigations
Offer.
Kalpataru Power Transmission Nigeria Ltd.
Kalpataru Power Transmission Nigeria Ltd. was incorporated as a subsidiary of Kalpataru Power
Transmission Ltd. on May 19, 2008 in Nigeria under the Companies and Allied Matters Decree,
1990. The registered office is situated in Nigeria. It was incorporated to undertake the business of
construction of Power Transmission Line Towers. It has not commenced activities.
The Board of Directors consists of Kalpataru Power Transmission Ltd, Mr. Manish Mohnot and Mr.
N. Sai Mohan.
Name of Shareholder No. of ordinary % to total

shares held capital
Kalpataru Power Transmission Ltd. 2499998 100.00
Manish Mohnot 1 0.00
Mr. N. Sai Mohan 1 0.00
Total 2500000 100.00
88
Financial Information
Kalpataru Power Transmission Nigeria Ltd. is yet to prepare its first Annual Financial Statements.
Litigations
Offer.
Kalpataru Power Transmission (Mauritius) Ltd.
Kalpataru Power Transmission (Mauritius) Ltd. was incorporated as a subsidiary of Kalpataru Power
Transmission Ltd. under Section 24 of the Companies Act, 1921 on January 9, 2009 in the Republic
of Mauritius. It was incorporated as an investment company.
The Board of Directors consists of Mr. Couldiplall Basanta Lala, Mr. Akshar Maherally,
Ms. Rubina Toorawa, Mr. Kamal Jain and Mr. Parag M Munot.

shares held capital
Kalpataru Power Transmission Ltd. 11275 100
Total 11275 100
Kalpataru Power Transmission (Mauritius) Ltd. has been newly incorporated and hence financials
have not been prepared.
Litigations
Offer.
Kalpataru SA (Proprietary) Limited
Kalpataru SA (Proprietary) Ltd. was incorporated as Newshelf 961 (Proprietary) Ltd. under Section
64 of Companies Act, 1973 in the Republic of South Africa on February 29, 2008. The name was
subsequently changed to the present name w.e.f October 16, 2008. It was incorporated to carry on the
business of supply of all materials and equipment needed for the electric power transmission lines, the
erection thereof and the reticulation and distribution of electricity transmission lines and related work.
89
It became the subsidiary of Kalpataru Power Transmission Limited w.e.f September 3, 2008. It has
not commenced activities.
The Board of Directors consists of Mr. Manish Mohnot, Mr. N. Sai Mohan, Mr. Kamal Jain,
Mr.Dhavelin Reddy and Mr. Aligasen Naidu.

shares held capital
Kalpataru Power Transmission Limited 374500 74.90
PDNA Industrial Projects (Proprietary) Limited 125500 25.10
Total 500000 100.00
Kalpataru SA (Proprietary) Ltd. is yet to prepare its first Annual Financial Statements.
Litigations
Offer.
Group Companies
Kalpataru Constructions Private Limited
Kalpataru Constructions Private Ltd. was incorporated on October 29, 1981 as Kalpataru
Constructions Pvt. Ltd. The name was subsequently changed to Kalpataru (Indo Saigon)
Constructions Pvt. Ltd. w.e.f February 24, 1984. Subsequently the name was changed to Kalpataru
Constructions Pvt. Ltd. w.e.f September 6, 1993. Kalpataru Constructions Pvt. Ltd. is a Real Estate
Development and Construction Company. The main area of focus being residential real estate
development projects in Mumbai. The operations of Kalpataru Constructions Pvt. Ltd. cover all
aspects of real estate development right from the identification and acquisition of land, to the
planning, execution and marketing of the projects. It is also involved in trade investment activities.
The Board members are Mr. Mofatraj P Munot, Mr. Parag M Munot, Ms. Monica P Munot, and Mr.
Imtiaz I Kanga.
Name of Shareholder No. of shares % to total

held capital
Kalpataru Properties Private Ltd. 15650 2.52
K.C. Holdings Private Ltd. 195900 31.60
MPM Holding Private Ltd. 38000 6.13
90
Moftaraj P Munot 120337 19.41
Mofatraj P Munot- HUF 66382 10.71
Parag M Munot 33425 5.39
Monica P Munot 23875 3.85
Sudha R Golecha 500 0.08
Sunita V Choraria 500 0.08
Mofatraj P Munot- Trustee of Sudha Trust 29566 4.77
Mofatraj P Munot-Trustee of Sunita Trust 29566 4.77
Mofatraj P Munot- Partner of Kalpataru Builders 100 0.02
Mofatraj P Munot – Partner of Kalpataru Theatres 100 0.02
Parag M Munot jointly with Monica P Munot 36729 5.92
Monica P Munot jointly with Parag M Munot 26235 4.23
Imtiaz I Kanga jointly with Yasmin I Kanga 1110 0.18
Yasmin I Kanga 132 0.02
Imran I Kanga thru Imtiaz I Kanga 133 0.02
Imtiaz I Kanga jointly with Imran I Kanga 1759 0.28
Total 619999 100.00
Financials
(Rs. Lakhs)
Particulars 2007-08 2006-07 2005-06
Equity Capital 620.00 620.00 620.00
Reserves 1319.83 581.08 353.67
Income 827.71 309.13 1310.39
Profit after tax 740.17 227.41 203.50
Earnings per share (EPS) (Rs.) 119.38 36.68 32.82
Net Asset Value (NAV) per share (Rs) 312.88 193.72 157.04
There is no conflict of business interest with that of JMC Projects (India) Ltd.
Litigations
Offer.
91
Kalpataru Properties Pvt. Ltd. (previously known as Kalpataru Construction Overseas Pvt.
Ltd.)
The Company was incorporated on June 9, 1975 as Kalpataru Consultants Private Ltd. The name was
changed to Kalpataru Construction Overseas Pvt. Ltd. on January 21, 1982 and subsequently changed
to Kalpataru Properties Pvt. Ltd. w.e.f June 6, 2006.
The main business activities of Kalpataru Properties Pvt. Ltd. include Construction, Real Estate
Development and Real Estate Consultancy. It is actively involved in development of residential
projects. The major locations include Mumbai, Thane and Pune. Its operations cover all aspects of
real estate development, beginning from the identification and acquisition of land, to the planning,
execution and marketing of the projects. Kalpatraru Properties Pvt. Ltd. also carries out business
through various partnership firms in which it has made investments.
The Directors are Mr. Mofatraj P Munot, Mr. Sajjanraj H Mehta, Mr. Parag M Munot, Mr. Imtiaz I
Kanga, Mr. Sharad V Bhansali, Mr. Suhas R Merchant, Mr. Anuj A Munot and Mr. Satish R Bhujbal.

held capital
Aseem Properties Private Ltd. 52050 8.33
Kalpataru Holdings Private Ltd. 48065 7.69
K.C. Holdings Private Ltd. 19641 3.14
Kalpataru Viniyog Private Ltd. 52082 8.33
Kalpataru Ltd. 1 0.00
MPM Holding Private Ltd. 56000 8.96
Shouri Investment & Trading Co. Private Ltd. 28000 4.48
Mrigashish Investemnt & Trading Co. Private Ltd. 28000 4.48
Mofatraj P Munot- Partner of Kalpataru Constructions (Pune) 10 0.00
Mofatraj P Munot- Partner of Kalpataru Builders 10 0.00
Mofatraj P Munot- Partner of Kalpataru Builders (Mumbai) 10 0.00
Moftaraj P Munot 58292 9.33
Mofatraj P Munot- HUF 58314 9.33
Parag M Munot 59111 9.46
Monica P Munot 58600 9.38
Sudha R Golecha 11451 1.83
Sunita V Choraria 11450 1.83
Mofatraj P Munot- Trustee of Sudha Trust 19109 3.06
Mofatraj P Munot-Trustee of Sunita Trust 19109 3.06
Imtiaz I Kanga jointly with Yasmin I Kanga 4748 0.76
Tara I Kanga jointly with Imtiaz I Kanga 32439 5.19
Imtiaz I Kanga 1269 0.20
Yasmin I Kanga 2166 0.35
Ismail M Kanga jointly with Imtiaz I Kanga 5000 0.80
Total 624927 100.00
92
Financials
(Rs. Lakhs)
Particulars 2007-08 2006-07 2005-06
Equity Capital 624.93 624.93 624.93
Reserves 9555.03 8549.31 4504.77
Income 7601.14 11824.78 5368.19
Profit after tax 1031.73 4044.54 922.88
Litigations
Offer.
K.C. Holdings Pvt. Ltd.
K.C. Holdings Pvt. Ltd. was incorporated on June 24, 1981. The main activity of the Company is
investment in shares and real estate. The Directors are Mr. Mofatraj P Munot, Mr. Parag M Munot,
Mr. Imtiaz I Kanga and Ms. Monica P Munot.

held capital
Kalpataru Properties Private Ltd. 99975 99.98
Mofatraj P Munot- Nominee of Kalpataru Properties Private Ltd. 25 0.03
Total 100000 100.00
Financials
(Rs. Lakhs)
Particulars 2007-08 2006-07 2005-06
Equity Capital 100.00 100.00 100.00
Reserves 1731.31 1261.85 826.32
Income 989.31 574.38 266.34
Profit after tax 469.46 435.53 145.24
93
Litigations
Offer.
COMPANY/FIRM FROM WHICH THE PROMOTERS HAVE DISASSOCIATED

THEMSELVES DURING PRECEDING THREE YEARS
The promoters have not disassociated themselves from any of the companies during three preceding
years.
94
PROMOTERS
Mr. Hemant Modi, 54, is the Vice Chairman & Managing Director of the Company. He holds a
masters’ degree in Civil Engineering from Rutgers, the State University of New Jersey, U.S.A.
During 1980 to 1981, he worked as design engineer in Iffland Kavanagh Water Burry, P. C. New
York, U.S.A. and during the years 1981 to 1983, he worked as a design engineer with Sheladia
Associates Inc. Washington D.C., USA. From 1983 to 1986, he was one of the partners of Joshi &
Modi Associates (partnership firm). Since June 1986 he is associated with JMC Projects (India) Ltd.
He has a total experience of over 27 years in project management, execution and construction of
Industrial structures and institutional and infrastructure projects.
Mr. Suhas Joshi, 54, is the Managing Director. He holds a bachelor’s degree in Civil Engineering
from M. S. University, Baroda. During 1980 to 1983, he worked as a partner with M/s Kanshiram A
Patel, AA Class Contractors, Visnagar, and Gujarat. During 1983 to 1986, he was one of the partners
of Joshi & Modi Associates (partnership firm). Since June 1986, he is associated with JMC Projects
(India) Ltd. He has a total experience of over 28 years in execution of various projects. He is involved
in operations and is responsible for all activities at various sites, which inter alia include planning and
scheduling, site management, procurement and control of material usage.
Kalpataru Power Transmission Ltd. (KPTL)
Kalpataru Power Transmission Ltd. was incorporated on April 23, 1981 as HT Power Structure
Private Limited with a registration no. of 04-4281 and is registered in Gujarat. The promoters of
KPTL are Mr. Mofatraj Munot, Mr. Parag M. Munot and Mr. Ismail. M. Kanga. It was converted
into a public limited company on December 20, 1993 and the name was changed to Kalpataru Power
Transmission Ltd. on January 4, 1994
The Registered Office is located 101, Part III, G.I.D.C Estate, Sector -28, Gandhinagar, Gujarat and
Corporate Office is located at Kalpataru Synergy, Opposite Grand Hyatt, Santacruz (East), Mumbai.
KPTL made an initial public offer of its Equity Shares in December 1994 and is listed on the Bombay
Stock Exchange Limited (BSE) and National Stock Exchange of India Limited (NSE).
KPTL is an engineering, procurement and construction company that provides integrated design,
testing, fabrication, erection and construction services to the Indian Power Transmission Industry. It
also provides EPC services to power transmission utilities outside India, particularly Africa, Middle
East and Southeast Asia. It also provides EPC services to power distribution utilities in India. KPTL
is involved in construction of cross country oil and gas pipeline networks in India and generation of
biomass energy. KPTL also has interests in real estate and property development business in India
through Kalpataru Properties Pvt. Ltd., a Kalpataru Group Company.
The Board of KPTL consists of Mr. Mofatraj P. Munot, Mr. K. V. Mani, Mr. M. G. Punatar, Mr.
Pankaj Sachdeva, Mr. Parag Munot, Mr. Manish Mohnot, Mr. Sajjanraj Mehta, Mr. Vimal Bhandari,
Mr. Shitin Desai, Mr. Narayan K Seshadri and Mr. Satya Pal Talwar.
Mr. M. G. Punatar was inducted on the Board w.e.f. June 01, 2009 and Mr. Sanju Ahooja resigned
from the Directorship w.e.f. May 30, 2009.
The subsidiaries of KPTL include JMC Projects (India) Limited, JMC Mining and Quarries Limited,
Shree Shubham Logistics Limited, Energylink (India) Limited, Amber Real Estate Limited Kalpataru
Power Transmission (Mauritius) Limited, Kalpataru SA (Proprietary) Limited, Kalpataru Power
Transmission Nigeria Limited.
95
W.e.f. June 30, 2009, Saicharan Properties Limited has become a Wholly Owned Subsidiary of
Energylink (India) Limited, which is a Wholly Owned Subsidiary of KPTL.
W.e.f. August 11, 2009, Adeshwar Infrabuild Limited has become a Wholly Owned Subsidiary of
KPTL.
For further details of subsidiaries of KPTL please refer section “Management” beginning on page 68
of this Letter of Offer.
Shareholding Pattern as on June 30, 2009:
Sr. Category of shareholder Total no. of % of total

No. shares capital
A Shareholding of Promoter and Promoter Group
Indian
Individuals 5002266 18.88
Bodies Corporate 11874000 44.81
Foreign --
Sub total 16876266 63.68
B Public Shareholding
Institutions
Mutual Funds/UTI 3152901 11.90
Financial Institutions/Banks 59319 0.22
Venture Capital Funds 1514000 5.71
Insurance Companies 695718 2.63
Foreign Institutional Investors 2402051 9.06
Trusts 306 0.00
Foreign Financial Institution 200 0.00
Sub total 7824495 29.52
Non Institutions
Bodies Corporate 370785 1.40
Individuals
Individual shareholders holding nominal share capital 1138919 4.30
upto Rs. 1 lakh
Individual shareholders holding nominal share capital in 0 0.00
excess of Rs. 1 lakh
Others
clearing Members 18742 0.07
Market Makers 0 0.00
NRIs/OCBs 270793 1.02
Sub total 1799239 6.79
Total Public Shareholding 9623734 36.32
Grand Total 26500000 100.00
96
Financial Performance
(Rs. Lakhs)
Particulars 2008-09 2007-08 2006-07
Equity Capital 2650.00 2,650.00 2650.00
Reserves 81,045.03 74,127.03 61593.36
Income 1,91,325.48 1,75,905.51 153682.53
Profit / (Loss) after tax 9,441.09 14,995.23 15949.53
Net Asset Value (NAV) per share 315.83 289.72 242.43
(Rs.)
Stock Market data of KPTL
BSE
Highest and lowest price on BSE in the last six months
Month Monthly High Monthly Low

(Rs.) (Rs.)
February 2009 274.65 232.00
March 2009 335.20 227.65
April 2009 407.00 327.00
May 2009 742.40 395.10
June 2009 831.10 680.25
July 2009 790.95 663.65
Closing price on the BSE on August 24, 2009 was Rs. 793.50 per share.
Market Capitalisation on the BSE as of August 24, 2009 was Rs. 210277.50 lakhs.
NSE
Highest and lowest price on NSE in the last six months
Month Monthly High Monthly Low

(Rs.) (Rs.)
February 2009 272.25 231.35
March 2009 333.90 227.45l
April 2009 408.15 329.35
May 2009 743.55 395.35
June 2009 829.45 677.45
July 2009 786.75 660.05
Closing price on the NSE on August 24, 2009 was Rs. 794.95 per share.
Market Capitalisation on the NSE as of August 24, 2009 was Rs. 210661.75 lakhs.
Capital Issue during the preceding three years by KPTL
KPTL has not made any Public or Rights Issue in the last three years.
97
Mechanism for redressal of investor grievance of KPTL
KPTL has Shareholders’ Grievance Committee, the main function of which is to review and provide
redressal for shareholders’ complaints relating to areas such as share transfers, failure to receive
dividends and failure to receive copies of the Company’s financial statements. The Committee also
reviews the issuance of duplicate share certificates, the issuance of certificates after share splits,
consolidations and renewals and the transmission of shares, which actions are executed by a
committee of senior executives as delegated by the Board. As on date there are no investor
complaints pending against KPTL.
The following details of the Promoters of JMC Projects (India) Ltd. have been submitted to the Stock
Exchanges.
Name Details Photograph

Mr. Hemant Modi PAN: AAYPM5722B
Bank Account: 002401000173, ICICI
Bank Ltd., JMC House, Ahmedabad
Passport No.:F2564262
Driving License: 187519/AR
Voters ID: NA
Mr. Suhas Joshi PAN: ADDPJ0867A

Bank Account: 002401000172, ICICI
Bank Ltd., JMC House, Ahmedabad
Passport No.:F4235868
Driving License: GJ01/126221/03
Voters ID:GJ/11/079/555036
Kalpataru Power Transmission Ltd CIN: L40100GJ1981PLC004281

PAN No.: AAACK8387R
Bank Account: OCC A/C No.
416207073- Indian Bank, B Wing, 210,
Mittal Tower, Nariman Point Branch,
Mumbai; OCC A/c No. 01704010000040-
Oriental Bank of Commerce, “Neel
Kamal Building”, Ashram Road,
Ahmedabad; OCC A/C No. 10301048095
– State Bank of India, “Paramsiddhi
Complex”, Opp. V. S. Hospital,
Ellisbridge, Ahmedabad; OCC A/C No.
359305010077603 – Union Bank of India,
Sector – 17, Gandhinagar
Mumbai; Address of the Registrar of
Companies: Registrar of Companies,
Ahmedabad, ROC Bhavan, Opposite
Rupal Park Society, Behind Ankur
Bus Stop, Naranpura, Ahmedabad –
380 013, Gujarat.
98
Interest of the Promoters in JMC Projects (India) Limited
Mr. Hemant Modi, Mr. Suhas Joshi and KPTL, promoters of JMC Projects (India) Limited, the Issuer
Company are interested in the Company to the extent of their shareholding for which they are entitled
to receive dividend declared, if any. KPTL is interested to the extent of rent received for office
premises and guest house that has been leased to the Company, interest on inter corporate deposits
and income from sale of goods and providing erection & commissioning services to the Company.
Mr. Suhas Joshi, Managing Director and Mr. Hemant Modi, Vice Chairman & Managing Director are
interested to the extent of remuneration from the Company as disclosed under “Management -
Compensation to Vice Chairman and Managing Directors” beginning on page 68 of the Letter of
Offer.
Mr. Hemant Modi and Mr. Suhas Joshi are also promoter directors of JMC Mining and Quarries Ltd.,
subsidiary of JMC Projects (India) Ltd., JMC Infrastructure Ltd. and JMC Consultants and
Developers Private Ltd. Mr. Hemant Modi is also promoter director of SAI Consulting Engineers
Pvt. Ltd. The Company has entered into related party transaction with these Companies. The details
of these transactions are given under “Related Party Transactions” in Financial Statement section of
this Letter of Offer.
Payment or benefit to Promoter of the Company

(Rs. Lakhs)
Particulars For the year ended March 31, 2009
Hemant Suhas KPTL
Modi Joshi
Remuneration including perquisites and retirement 31.09 31.05 --
benefits
Commission 52.94 52.94 --
Interest -- -- 196.74
Dividend on Equity Shares 6.68 1.67 189.36
Dividend on OCPS 9.09 9.09 133.32
Supply of Materials -- -- 60.44
Rent -- -- 72.43
Site Expenses & Erection / Commissioning charges -- -- 17.06
Exchange Rates
Presently the Company is concentrating on the domestic market only and hence its revenues are not
directly affected by the fluctuations in the foreign exchange rates. However exchange rate fluctuation
may have an impact in cases where capital goods and raw materials are imported and payments are
made in foreign currencies.
Currency of Presentation
In this Offer Document, all references to “Rupees” and “Rs.” are to the legal currency of India and
“USD/$” refers to US Dollar.
Dividend Policy
The Company does not have any written policy for dividend payment.
99
FINANCIAL STATEMENTS
Auditor’s report as required by Part II of Schedule II of the Companies Act, 1956
To,
Dear Sirs,
1. We have examined the attached consolidated financial information of JMC Projects (India)
Ltd. (“the Company”) and its subsidiary JMC Mining & Quarries Limited, as approved by the
Board of Directors of the Company, prepared in terms of the requirements of Paragraph B,
Part II of Schedule II of the Companies Act, 1956 (“the Act”) and the Securities and
Exchange Board of India (Disclosure and Investor Protection) guidelines, 2000, as amended
to date (“the SEBI Guidelines”) and in terms of our engagement agreed upon with you in
accordance with our Engagement Letter dated January 31, 2009 in connection with the Draft
Letter of Offer / Letter of Offer (collectively hereinafter referred to as “offer document”) for
the proposed Rights Issue of Equity Shares of the Company.
2. This information has been extracted by the management from financial statements for the
period ended March 31, 2009, 2008, 2007, 2006 and September 30, 2005. Audit for the
period ended March 31, 2007, 2006 and September 30, 2005, was conducted by joint auditors
M/s Sudhir N. Doshi & Co. only and joint auditors M/s Kishan M. Mehta & Co. have not
audited the financial statement for these periods and the accounts audited by M/s Sudhir N.
Doshi & Co. have been relied upon for these periods.
3. We did not audit the financial statements of the subsidiary for the period ended March 31,
2009, 2008, 2007, 2006 and September 30, 2005. The financial statements of the subsidiary
have been audited by other auditors, M/s. Shah Narielwala & Co., Chartered Accountants and
whose reports are incorporated in the consolidated financial statements and are relied on by
us and for the purposes of our examination; we have relied upon these financial statements
for the respective years.
4. In accordance with the requirements of Paragraph B of Part II of Schedule II of the Act, the
SEBI Guidelines and terms of our engagement agreed with you, we further report that:
A. The Consolidated Summary Statement of Assets and Liabilities, as restated, of the

Company and its subsidiary as at March 31, 2009, 2008, 2007, 2006 and September 30,
2005, examined by us, as set out in Annexure I to this report are after making
adjustment and regrouping as in our opinion were appropriate and more fully described
in Significant Accounting Policies, Notes and Changes in Significant Accounting
Policies (refer Annexure IV).
B. The Consolidated Summary Statement of Profit and Loss, as restated, of the Company
and its subsidiary for the period ended March 31, 2009, 2008, 2007, 2006 and
September 30, 2005, examined by us, as set out in Annexure II to this report are after
making adjustments and regroupings as in our opinion were appropriate and more fully
described in Significant Accounting Policies, Notes and Changes in Significant
Accounting Policies (refer Annexure IV).
100
C. The Consolidated Summary Statement of Cash Flow, as restated, of the Company and
its subsidiary for the period ended March 31, 2009, 2008, 2007, 2006 and September
30, 2005 examined by us, as set out in Annexure III to this report are after making
adjustments and regroupings as in our opinion were appropriate and more fully
The Summary Statement of Consolidated Assets and Liabilities, Consolidated Profit

and Loss and Consolidated Cash Flow, as restated, and most specifically described in
point 3(A), 3(B), and 3(C) above are together hereinafter referred to as “Restated
Financial Information”.
D. Based on the above, we are of the opinion that the Restated Financial Information has
been made after incorporating:
i) Adjustments for the changes in accounting policies retrospectively in the respective

financial years to reflect the same accounting treatment as per changed accounting
policy for all the reporting periods.
ii) Adjustments for the material amount on the respective financial years to which they
relate.
iii) And there are no extra-ordinary items that need to be disclosed separately in the
accounts and no audit qualifications requiring adjustments.
E. We have also examined the following consolidated financial information as restated set
out in the Annexure prepared by the management and approved by the Board of
Directors relating to the Company and its subsidiary for the period ended March 31,
2009, 2008, 2007, 2006 and September 30, 2005, after taking adjustments / regrouping
in these financial information. The financial year 2008-2009 has been taken as base and
the corresponding changes have been made in the earlier years/period, wherever
necessary.
• Consolidated Statement of Capitalisation, as at March 31, 2009(Annexure V)

• Consolidated Statement of Accounting Ratios, as restated (Annexure VI)
• Consolidated Statement of Other Income, as restated. (Annexure VII)
• Consolidated Statement of Contingent Liabilities, as restated (Annexure VIII)
• Consolidated Statement of Unsecured Loans, as restated (Annexure IX)
• Consolidated Statement of Secured Loans, as restated (Annexure X)
• Consolidated Statement of Loans & Advances, as restated (Annexure XI)
• Consolidated Statement of Debtors, as restated (Annexure XII)
• Consolidated Statement of Related Party Transactions (Annexure XIII)
• Consolidated Statement of Investments (Annexure XIV)
• Consolidated Statement of Current Liabilities and Provisions, as restated
(Annexure XV)
In our opinion, the financial information contained in Annexure I to XV as above of

this report read along with the Significant Accounting Policies, Changes in
Significant Accounting Policies, and Notes prepared after making adjustments and
regroupings, as considered appropriate, have been prepared in accordance with Para
B of Part II of Schedule II of the Companies Act, 1956 and the SEBI Guidelines.
101
5. Our report is intended solely for use of the management and for inclusion in the offer
document in connection with the proposed Rights Issue of Equity Shares of the
Company. Our report should not be used for any other purpose except with our consent in
writing.
Yours faithfully. Yours faithfully.

For Sudhir N. Doshi & Company, For Kishan M. Mehta & Company,
Sudhir N. Doshi Kishan M. Mehta

Proprietor Partner
M No.30539 M No. 13707
Place: Ahmedabad Place: Ahmedabad

Date: 06/08/2009 Date: 06/08/2009
102
ANNEXURE I
CONSOLIDATED SUMMARY STATEMENT OF ASSETS AND LIABILITIES,
AS RESTATED
(Rs. Lakhs)
March March March March September
31, 2009 31, 2008 31, 2007 31, 2006 30, 2005
A Fixed Assets
Gross Block 29423.77 23452.71 12896.87 8404.37 7467.31
Net Block 22214.50 19011.47 9897.52 5942.09 5198.77
203.07
Capital Work in Progress 148.87 95.21 125.21 30.92
Total 22417.57 19160.34 9992.73 6067.30 5229.69
B Investments 3.62 3.62 3.62 3.62 3.62

D Advances
Inventories 8125.60 10337.82 2944.32 1518.60 1475.63
Sundry Debtors 43217.93 26991.19 16757.66 8156.04 6947.02
Cash and Bank Balances * 1180.06 1634.47 4160.96 879.27 896.70
Total 59424.14 44950.76 26671.14 12220.28 10708.91

Loan Funds
Secured 17602.36 11216.82 5865.71 4252.65 6069.14
Unsecured 2160.41 183.16 563.68 1521.55 1676.36
Total 19762.77 11399.98 6429.39 5774.20 7745.50

G Current Liabilities and Provisions
* Cash and Bank Balances include fixed deposit on which the Banks have a lien.
103
(Rs. Lakhs)
31, 2009 31, 2008 31, 2007 31, 30, 2005
2006
Provisions 2960.20 2052.51 969.83 338.64 262.40
Total 41092.83 34504.43 17002.53 8743.76 4636.20
H Net Worth 20229.48 17083.18 12410.96 3789.50 3652.67
Represented by :
Share Capital 4339.03 4339.03 1814.03 1161.64 1161.64
Reserves 16050.29 13019.66 10597.52 2628.52 2491.73
Total 20389.32 17358.69 12411.55 3790.16 3653.37
J Miscellaneous Expenditure (to

the extent not written off or 159.84 275.51 0.59 0.66 0.70
adjusted)
k Net Worth 20229.48 17083.18 12410.96 3789.50 3652.67
104
ANNEXURE II
CONSOLIDATED SUMMARY STATEMENT OF PROFIT & LOSS, AS RESTATED
Rs. Lakhs) (
31, 2009 March 31, March 31, March 31, September
2008 2007 2006 30, 2005
Income
Other Income 1051.74 569.56 171.74 124.30 443.36
Increase / (Decrease) in Work
(2094.28) 2397.25 416.33 (75.84) 611.62
in Progress
Total Income 130152.67 94813.65 50808.04 14484.94 36406.37
Expenditure
Work Charges 34438.32 23146.96 15175.28 3077.41 8868.03
Other Expenses 7187.59 4937.55 2629.59 957.61 2846.57
Total Expenditure before
118681.79 87109.04 46592.86 13550.09 35909.57
Profit/ (Loss) Before
11470.88 7704.61 4215.18 934.85 496.80
Interest 3260.27 1272.18 1028.38 496.54 1701.46
Depreciation 3006.21 1676.90 697.55 205.84 547.01
Total 6266.48 2949.08 1725.93 702.38 2248.47
Net Profit/ (Loss) after tax 3681.86 3061.36 1578.17 136.00 (1136.07)
Note:
1. For adjustments/regrouping in the financial statements, financial year 2008-2009 is taken as base and
corresponding changes are made in the earlier years/periods, wherever necessary, major being:
a. Figures of Increase/(Decrease) in Work In Progress are shown separately, and excluded from Cost of
Materials.
b. Figures of Work Charges are shown separately and excluded from Construction Expenses.
c. Figures of heavy vehicle maintenance charges are excluded from Other Expenses and included into
Construction Expenses.
105
ANNEXURE III
JMC PROJECTS (INDIA) LTD
CONSOLIDATED SUMMARY STATEMENT OF CASH FLOW, AS RESTATED
(Rs. Lakhs)
For the year For the For the For the 6 For the 18
ended year ended year ended months months
Particulars March 31, March 31, March 31, ended ended
2009 2008 2007 March 31, September
2006 30, 2005
CASH FLOW FROM

OPERATING ACTIVITIES
Profit/ (Loss) Before Taxation 5204.40 4755.53 2489.25 232.47 (1751.67)
Adjustment For :
Interest 1802.31 844.92 1019.51 496.54 1701.46

Depreciation 3006.21 1676.90 697.55 205.84 547.01
Bad Debts Written Off 4.81 499.19 49.11 0.00 994.83
Exchange Rate Variation 296.07 36.36 35.47 48.90 30.80
Loss on Sale of Assets / Assets Lost 102.39 95.96 121.15 13.34 28.45
Preliminary Expenses written off 115.67 55.00 0.08 0.04 0.16
Interest & Dividend Income (131.53) (219.21) (94.66) (31.57) (51.30)
Profit on Sale of Asset (65.24) (35.25) (5.74) (0.04) (214.57)
Share of ( profit) / loss in the joint (149.05) (78.09) 11.26 0.00 1.88
venture (net)
OPERATING PROFIT BEFORE 10186.04 7631.31 4322.98 965.52 1287.05

WORKING CAPITAL CHANGES
Changes in Working Capital (

Increase ) / Decrease
Trade & Other Receivables (17511.11) (16040.40) (9790.37) (1485.83) (1329.64)

Inventories 2212.23 (7393.51) (1425.72) (42.97) (519.70)
Trade Payables 6954.67 17813.99 8028.78 4116.57 (100.12)
CASH GENERATED FROM 1841.83 2011.39 1135.67 3553.29 (662.41)

OPERATIONS
Direct taxes paid (1948.78) (287.75) (70.20) (20.61) (12.08)

Prior Period / Extra ordinary item 9.85 0.00 0.00 (0.80) 0.00
NET CASH FROM OPERATING (97.10) 1723.64 1065.47 3531.88 (674.49)

ACTIVITIES (A)
106
(Rs. Lakhs)
For the year For the For the For the 6 For the 18
ended year ended year ended months months
Particulars March 31, March 31, March 31, ended ended
2006 30, 2005
CASH FLOW FROM
INVESTMENT ACTIVITIES :
Purchase of Fixed Assets (6025.26) (11116.98) (4792.42) (1058.13) (1424.67)
Sale of Fixed Assets (275.31) 211.76 54.02 1.41 290.07
Purchase of Investments 0.00 0.00 0.00 0.00 (0.49)
Deposits with Banks 829.61 2231.49 (2352.26) (18.52) (336.82)
Share of profit/ (loss) in the joint 149.05 78.09 (11.26) 0.00 (1.88)
venture (net)
Interest Received 130.99 215.43 94.03 31.57 50.13
Dividend Received 0.54 3.78 0.65 0.00 1.17
NET CASH USED IN INVESTING (5190.38) (8376.43) (7007.24) (1043.67) (1422.49)
ACTIVITIES (B)
CASH FLOW FROM
FINANCING ACTIVITIES
Increase / ( Decrease ) in Share 0.00 2525.00 7271.00 0.00 3096.73
Capital
Proceeds from Term Borrowings 3883.05 2661.38 1120.84 0.00 0.36
Working Capital Finance 4668.69 3414.31 1912.95 (1886.71) 1609.27
Repayment of Term Loans (188.96) (1105.10) (2378.61) (93.59) (1058.75)
Interest paid (1802.31) (844.92) (1019.51) (496.54) (1701.46)
Dividend paid on Preference Shares (151.50) (46.49) 0.00 0.00 0.00
Corporate Dividend Tax (87.41) (38.73) 0.00 0.00 0.00
Dividend paid on Equity Shares (362.81) (181.40) 0.00 0.00 0.00
Exchange Rate Variation (296.07) (36.36) (35.47) (48.91) (30.80)
NET CASH USED IN 5662.68 6347.70 6871.20 (2525.75) 1915.35
FINANCING ACTIVITIES ( C )
Net Change in cash and cash
equivalents
(A+B+C) 375.20 (305.09) 929.43 (35.96) (181.65)
Cash and Cash equivalents 698.47 1003.56 74.13 110.09 291.74
(opening balance)
Cash and Cash equivalents (Closing 1180.06 1634.47 4160.96 879.26 896.70
balance) as per Balance Sheet
Less: Fixed Deposit 106.39 936.00 3157.40 805.13 786.61
(Closing balance) as per Cash Flow
Statement
Difference in cash & cash 375.20 (305.09) 929.43 (35.96) (181.65)
equivalents (CLG. - OPG.)
107
ANNEXURE IV
SIGNIFICANT ACCOUNTING POLICIES AND NOTES FORMING PARTS OF

CONSOLIDATED ACCOUNTS
1. Significant Accounting Policies
i. Consolidation of Accounts
The Consolidated Financial Statements are prepared in accordance with Accounting Standard
21- ‘Consolidated Financial Statements’ issued by the Institute of Chartered Accountants of
India. The Consolidated Financial Statements comprise the financial statements of JMC
Projects (India) Ltd. (hereinafter referred to as 'holding company') and its subsidiary
company, JMC Mining and Quarries Ltd.
ii. Accounting Convention

Financial statements are prepared in accordance with applicable Accounting Standards under
the historical cost convention on accrual basis.
iii. Principles of Consolidation

a. The financial statement of the subsidiary company used in the consolidation are drawn
upto the same reporting date as of the company.
b. The Consolidated Financial Statements of the Company and its subsidiary have been
combined on line to line basis by adding together like items of assets, liabilities, income
and expenses. Inter company balances and transactions and unrealized profits or losses
have been fully eliminated.
c. In the financial statement, interest in jointly controlled entities have been reported by not
using proportionate consolidation and share in the profit/loss from joint venture entities
only has been accounted for, as per the reasons explained in note no.10 here in.
iv. Use of Estimates

The presentation of financial statements requires certain estimates and assumptions. These
estimates and assumptions affect the reported amount of assets and liabilities on the date of the
financial statements and the reported amount of revenues and expenses during the reporting
period. Difference between the actual result and estimates are recognized in the period in
which the results are known / materialized.
v. Revenue Recognition
a. Construction Contracts
Running Account Bills for work completed are recognized on percentage of completion
method based on completion of physical proportion of the contract work. Income on
account of claims and extra item work is recognized to the extent company expects
reasonable certainty about receipts or acceptance from the client. When it is probable that
total contract cost will exceed the total contract revenue, the expected loss is recognized
immediately.
108
b. Others
Dividends are recorded when the right to receive the payment is established. Interest
income is recognized in time proportionate basis.
vi. Fixed Assets
Fixed Assets are stated at cost of acquisition less accumulated depreciation less impairment
losses, if any. Cost is inclusive of all identifiable expenditure incurred to bring the assets to
their working condition for intended use. When an asset is disposed off, demolished or
destroyed, the cost and related depreciation are removed from the books of accounts and the
resultant profit or loss is reflected in the Profit and Loss Account.
Direct costs as well as related incidental and identifiable expenses incurred on acquisition of
Fixed Assets that are not yet ready for their intended use or not put to use as on the Balance
Sheet date are stated as Capital Work in Progress.
vii. Depreciation
a. For the period ended on March 31, 2009, depreciation is provided on the straight line
method on all depreciable assets at the rate prescribed in schedule XIV of the Companies
Act, 1956 on pro-rata basis except that considering the useful life based on technical
evaluation by the management, higher rate than the prescribed rates are applied on a few
shuttering items of Machinery @ 30%, on office equipments @ 12.5%, on all vehicles @
15% and on remaining Plant and Machineries which are acquired on or after 1st
October,2005 @ 12.5% .
b. For the period ended on March 31, 2008, depreciation is provided on the straight line
method on all depreciable assets at the rates prescribed in schedule XIV of the
Companies Act, 1956 on pro-rata basis, except that, considering the useful life based on
technical evaluation by the management, higher rates are applied on Plant and
Machineries @12.5% and on Vehicles @ 15% that have been acquired on or after
October 1, 2005.
c. For the period ended on March 31, 2007 and March 31, 2006, depreciation on the Fixed
Assets has been provided on the straight line method in accordance with the Companies
Act, 1956 except for the Plant & Machineries acquired on or after October 1, 2005 which
are depreciated @ 12.5% instead of 4.75% considering the useful life based on technical
evaluation.
d. For the period ended on September 30, 2005, the depreciation on the Fixed Assets has
been provided on the straight line method in accordance with the Companies Act, 1956.
e. Depreciation on addition to assets or on sale/disposal of assets is calculated pro-rata from

the date of such addition or up to the date of such sale/disposal as the case may be.
109
viii. Impairment of Assets
The carrying cost of assets is reviewed at each Balance Sheet date to determine whether there
is any indication of impairment of assets. If any indication exists, the recoverable value of
such assets is estimated. If impairment loss is reversed if there has been a change in the
estimates used to determine the recoverable amount and recognized in compliance with AS –
28.
ix. Investments
Investments are stated at cost. Provision for diminution in the value of long term investments
is made only if such a decline is other than temporary in the opinion of the management.
x. Retirement Benefits
a. Gratuity liability is covered by payment there of to Gratuity fund the Defined Benefit Plan
under Group Gratuity Cash Accumulation Scheme of Life Insurance Corporation of India
under irrevocable trust. The Company’s liability towards gratuity are determined on the
basis of actuarial valuation done by as an independent actuary.
b. Contribution to Provident Fund and Superannuation Fund, the defined contribution plans as
per the schemes are charged to Profit & Loss Account.
c. For the period ended March 31, 2009 and March 31, 2008, provision for Leave encashment
liability is made based on Actuarial valuation as at the Balance Sheet date.
d. All other short term employee benefits are recognised as an expense at the undiscounted
amount in the Profit and Loss account of the year in which the related service is rendered.
xi. Inventories
Construction material, stores and spares are valued at lower of cost or net realizable value.
Cost includes cost of purchase and other expenses incurred in bringing inventories to their
respective present location and condition. Cost is determined using FIFO method of inventory
valuation. Work in Progress is valued at lower of cost or net realizable value. In case where
work is completed but Running Account bill cannot be raised on the client due to contractual
conditions, the Work in Progress is valued at contract rates.
xii. Provision for Taxes
a. Current Tax:
Provision for Income Tax is determined in accordance with the provisions of Income Tax
Act, 1961.
110
b. Deferred Tax Provision:
Deferred Tax is recognized, on timing differences, being the difference between the
taxable income and accounting income that originate in one period and are capable of
reversal in one or more subsequent periods. It is calculated using the applicable tax rates
and tax laws that have been enacted or substantially enacted as on the Balance Sheet date.
Deferred tax assets which arises mainly on account of unabsorbed losses or unabsorbed
depreciation are recognized and carried forward only to the extent that there is virtual
certainty supported by convincing evidence that sufficient future taxable income will be
available against which such deferred assets can be realized.
c. Fringe Benefit Tax
Tax on Fringe Benefits is measured at the specified rates on the value of Fringe Benefits
in accordance with the provisions of the Section 115WC of the Income Tax Act, 1961.
xiii. Foreign Currency Transactions
a. Transactions denominated in Foreign Currency are recorded at the exchange rate

prevailing at the time of the transaction.
b. In respect of transactions, covered by Forward Exchange Contracts, the difference

between the forward rate and the exchange rate at the date of the transaction is
recognized as income or expense over the life of the contract. Any income or expense
on account of exchange rate difference either on settlement or on translation is
recognized in the Profit and Loss Account.
c. For the period ended on March 31, 2009 and March 31, 2008, assets & liabilities other
than fixed assets remaining unsettled at the end of the year, other than covered by
forward exchange contract are translated at exchange rate prevailing at the end of the
year / period and the difference is adjusted in the Profit & Loss Account (Refer note
no. 17).
d. For the period ended on March 31, 2007, March 31, 2006 and September 30, 2005, in
respect of liabilities incurred for acquisition of Fixed Assets, the exchange gain or loss
between forward contract rate and exchange rate at the date of transaction is adjusted
to the carrying cost of the fixed assets.
xiv. Borrowing Costs
Borrowing Costs that are attributable to the acquisition or construction of qualifying assets
are capitalized as a part of the cost of such assets. A qualifying asset is one that takes
necessarily substantial period of time to get ready for its intended use. All other Borrowing
Costs are charged to revenue.
xv. Provisions, Contingent Liabilities and Contingent Assets
Provisions involving substantial degree of estimation in measurement are recognised when

there is a present obligation as a result of past events and that probability requires an outflow
of resources.
111
A disclosure for contingent liability is meant when there is a possible obligation or a present
obligation that may, but probably will not, require an outflow of resources. When there is a
possible obligation or a present obligation in respect of which the likelihood of outflow of
resources is remote, no disclosure is made.
xvi. Accounting for Project Mobilisation expenses
Expenditure incurred on mobilisation and creation of facilities for site is written off in
proportion to work done at respective sites so as to absorb such expenditure during the tenure
of the contract.
xvii. Other Accounting Policies
Accounting Policies not specifically referred to are consistent with the Indian Generally
Accepted Accounting Practices (“Indian GAAP”).
xviii. Particulars of subsidiary
Name of the company : JMC Mining and Quarries Limited
With effect from : February 1, 1996
Country of Incorporation : India
Percentage of Holding : 100%
112
Notes forming part of Accounts:
2. Contingent Liabilities in respect of :

(Rs. Lakhs)
March 31, March March March September
2009 31, 2008 31, 2007 31, 2006 30, 2005
A Bank Guarantees 63.54 13.50 3.20 3.20 3.20
. (Refer Note no. 3)
B Guarantee given in 151.07 151.07 151.07 79.10 79.10
. respect of financial
assistance &
performance in favour of
Subsidiary Company to
bank & others.
C Guarantee given in 14219.07 17881.27 6299.47 0.00 0.00
. respect of performance of
contracts of Joint
Venture entities in which
company is one of the
member.
D Claims against the
. Company not
acknowledged as debts.
(Refer note 1 & 2)
a) In respect of suits 1516.79 882.31 84.88 504.19 504.77
filed against the company
by suppliers/ sub-
contractors/ Others
b) In respect of Legal 78.77 35.14 37.79 32.10 31.80
notices issued against the
company by suppliers/
sub-contractors
E Sales Tax, Service Tax 2053.55 1352.65 426.90 0.00 0.00
. and Royalty disputes
Note:
1. For the period ended on March 31, 2009 and March 31, 2008, in case where the Company has
raised claims on clients against which counter claims have been raised by clients, the excess of
counter claims raised by client over the amount of claims raised by the Company are only
considered in the above figures.
2. For the period ended on March 31, 2007, March 31, 2006 and September 30, 2005 claim against
the Company does not include amount of claims raised by way of counter claims by the clients
against the claim raised by the Company.
3. Accounting Standard 29- ‘Provisions, Contingent Liabilities and Contingent Assets’ became
effective from April 1, 2004, Bank Guarantees other than performance guarantees and bid
guarantees are considered as contingent liabilities. For Bank Guarantees pertaining to
113
performance guarantees and bid guarantees, the outflow of resources is considered remote by the
management and therefore the same are not required to be disclosed in other years / periods.
3. Estimates of Contracts remaining to be executed on Capital Account

(Rs. Lakhs)
2009 31, 2008 31, 2007 31, 2006 30, 2005
Estimated amount of 9.06 1087.40 190.00 486.90 41.43
contracts remaining to be
executed on Capital
Account and not provided
for (net-off advances)
4. Remuneration to Managerial Personnel

(Rs. Lakhs)
Particulars For the For the For the For the 6 For the 18
year Year Year months months
ended ended ended ended ended
2009 31, 2008 31, 2007 31, 2006 30, 2005
Salaries 54.00 89.10 89.10 37.80 60.55
Contribution to Provident 6.48 11.07 11.07 4.20 7.24
Fund and Superannuation
Fund
Perquisites 1.66 1.72 1.51 0.30 1.60
Commission on Profit 105.88 97.29 53.22 0.00 0.00
5. Deferred Tax Liabilities / (Assets)

(Rs. Lakhs)
31, 2009 31, 2008 31, 2007 31, 2006 30, 2005
Deferred Tax Liabilities
Depreciation 1183.82 1201.59 998.94 942.86 982.53
(A) 1183.82 1201.59 998.94 942.86 982.53
Deferred Tax Assets

Unabsorbed Depreciation 0.00 0.00 0.00 383.33 383.33
Business loss to be carried 13.20 16.75 11.81 575.79 691.33
forward to the next period
Others 410.37 57.71 162.51 0.00 0.00
(B) 423.57 74.46 174.32 959.12 1074.66
Net Deferred Tax 760.25 1127.13 824.62 (16.26) (92.13)

Liabilities/(Assets) (A-
B)
Recognition of Deferred Tax Assets for unabsorbed depreciation and business loss to be carried
forward
114
Deferred Tax Assets has been recognized in respect of unabsorbed depreciation and business loss
incurred during the year. Considering the order backlog, the management of the Company expects
reasonable certainty of earning.
Change in tax rates
For the period ending September 30, 2005 net deferred tax liability recognized in earlier periods have
been written back in the current period by Rs 32.83 Lakhs due to decrease in tax rate from 35.875 % to
33.660%. The resulting decrease in net deferred tax liability is credited to the Profit & Loss Account.
6. RELATED PARTY DISCLOSURE
(A) Particulars of Joint Ventures / Associate Companies / Associate Firm
(1) JMC – MSKE JV - Joint Venture

(2) Aggrawal – JMC JV - Joint Venture
(3) JMC – Sadbhav JV - Joint Venture
(4) JMC – Taher ALI JV - Joint Venture
(5) JMC – PPPL JV - Joint Venture
(6) JMC-Tantia JV - Joint Venture
(7) JMC – Associated JV - Joint Venture
(8) Kalpataru Power Transmission Ltd. - Holding Company
(w.e.f February 6, 2007)
(9) JMC Infrastructure Ltd. - Associate Company
(10) SAI Consulting Engineers Private Ltd. - Associate Company
(Formerly known as Sheladia Associates & Consultants (India)
Pvt. Ltd.)
(11) JMC Consultants & Developers Pvt. Ltd. - Associate Company
(12) J M Construction - Associate Firm
(B) Key Management Personnel (KMP)

Name of KMP Nature of Relationship
(1) Mr. Hemant Modi - Vice Chairman & Managing

Director
(2) Mr. Suhas Joshi - Managing Director
(3) Mr. M. D. Khattar (up to - Managing Director
March 31, 2008)
(4) Mr. Deval Shah (up to - Director
January 30, 2006)
115
(C) Relatives of Key Management Personnel (RKMP)
Name of RKMP Nature of Relationship

(1) Late Mr. I. K. Modi - Father of Mr. Hemant Modi
(2) Mrs. Suverna I. Modi - Mother of Mr. Hemant Modi
(3) Mrs. Sonal H. Modi - Wife of Mr. Hemant Modi
(4) Mrs. Madhuri Joshi - Wife of Mr. Suhas Joshi
(5) Late Mrs. Malti Joshi - Mother of Mr. Suhas Joshi
(6) Ms. Ami H. Modi - Daughter of Mr. Hemant Modi
Following are the Transactions undertaken with related parties:
Holding Company of JMC Projects (India) Ltd.

(Rs. Lakhs)
Sr. Particulars For the For the For the For the 6 For the 18
No. year ended year year months months
March 31, ended ended ended ended
2009 March March March September
31, 2008 31, 2007 31, 2006 30, 2005
1 Purchase of 60.44 1185.09 2521.00 - -
Materials/Assets
2 Rent Received 0.69 0.76 - - -
3 Rent Paid 72.43 60.50 57.31 - -
4 Reimbursement of 17.06 128.87 16.51 - -
expenses (Paid)
5 Loans / deposits 5000.00 1150.00 1230.00 - -
received during the
year / period
6 Loans / deposits 5201.56 1389.30 1701.89 - -
given / repaid during
the year / period
7 Outstanding balance - 0.61 - - -
included in Debtors
8 Outstanding balance - 15.97 239.30 - -
included in
Unsecured Loans
9 Outstanding balance 18.20 377.54 490.54 - -
included in Current
Liabilities
10 Interest paid 196.74 20.11 50.67 - -
11 Dividend Paid 322.68 135.60 - - -
116
Key Management Personnel & Relatives of Key Management Personnel
(Rs. Lakhs)
No. year ended year ended year months months
March 31, March 31, ended ended ended
2009 2008 March March September
31, 2007 31, 2006 30, 2005
1 Managerial 168.02 199.18 154.90 42.30 69.39
Remuneration
2 Loans / deposits - - 60.64 - 524.81
received during the
year / period
3 Loans / deposits - 39.75 510.85 41.26 100.49
the year / period
4 Outstanding balance - - 39.75 489.96 531.22
included in
Unsecured Loans
5 Fixed Deposits - 1.00 3.75 2.75 3.75
matured and renewed
during the year /
period
6 Fixed deposits repaid 1.00 - - - 6.00
during the period /
year
7 Interest paid - 0.28 0.42 0.17 0.77
8 Dividend paid 27.47 10.80 - - -
Joint Ventures, Associate Companies and Associate Firm
(Rs. Lakhs)
31, 2007 31, 2006 30, 2005
1 Purchase of 72.53 20.90 1.43 - -
Materials/Assets
2 Contract Revenue 24573.12 16350.91 7106.40 124.79 -
Received
3 Contract Charges - - - - 60.19
Paid
4 Sale of Materials - - - 11.96 -
5 Income earned on - - 60.00 33.05 0.74
Services rendered
6 Rent / Professional 41.58 46.41 61.36 47.12 70.20
fees Paid
7 Reimbursement of - - 4.65 - -
Expenses (Received)
8 Loans / deposits - - - 674.64 1649.00
received during the
117
year / period
9 Loans / deposit given - 30.90 - 672.36 997.00
/ repaid during the
year / period
10 Outstanding balance 5443.95 3049.58 1214.29 122.15 13.68
included in Debtors
included in Loans
(Assets)
12 Outstanding balance - - - 660.52 658.24
included in
Unsecured Loans
included in Current
Liabilities
14 Interest income 11.22 9.11 2.80 - -
15 Interest paid - - - 44.84 62.69
16 Share of Profit in 296.43 90.52 - - -
Joint Venture
17 Share of loss in Joint 147.38 12.43 11.26 0.15 1.88
Venture
7. Disclosure as per Accounting Standard 7- ‘Construction Contracts’

(Rs. Lakhs)
Particulars For the For theFor the For the 6 For the 18
year ended year ended year months months
on March on March ended on ended on ended on
31, 2009 31, 2008 March March September
31, 2007 31, 2006 30, 2005
(1) Amount of contract 130898.53 91498.18 50021.29 14199.62 35023.75
revenue recognised
as revenue in the
period
(2) Disclosure in
respect of contracts
in progress at the
reporting date
( Refer Note 1)
(a) Contract costs 274625.68 114316.93 41718.95 15912.92 14116.19
incurred and
recognised profit
less recognised
losses up to the
reporting date
(b) Advances received 12215.14 10951.26 9067.04 4561.39 2040.34
(c) Retention amount 6964.60 5431.45 1669.82 842.84 406.91
(3) Amount Due from 1339.75 1531.21 697.63 317.14 305.74
Customer for
Contract Work
118
Note:-
1. The information in point no. (2) above is provided only in respect of contracts received on or
after April 01, 2003 and remained incomplete on Balance Sheet date.
2. The information for the period ended on March 31, 2008, March 31, 2007, March 31, 2006 and
September 30, 2005 is included to bring it in line with the information for the period ended on
March 31, 2009.
8. Lease Transactions
The Company’s significant leasing/licensing arrangements are mainly in respect of

residential/office premises and equipments (Operating Lease). The aggregate lease rental payable
on these leasing arrangements and hire charges are charged as Rent & Hire charges as mentioned
below:
(Rs. Lakhs)
year year year months months
2009 31, 2008 31, 2007 31, 2006 30, 2005
Rent & Hire charges 907.70 572.75 230.65 117.92 152.54
The information for the period ended on March 31, 2008, March 31, 2007, March 31, 2006 and
March 31, 2009.
These leasing arrangements are for a period not exceeding 5 years and are in most cases
renewable by mutual consent on mutually agreeable terms. Future lease rentals payable in respect
of assets on lease is as follows:
(Rs. Lakhs)
Future minimum As at As at As at As at As at
lease payments March 31, March March March September
under cancelable / 2009 31, 2008 31, 2007 31, 2006 30, 2005
non - cancelable
Operating Lease
a. Not later than one
year - 5.94 7.76 - -
b. Later than one
year and not later
than 5 years 1301.03 367.50 13.30 39.30 21.78
9. Segmental Reporting
The Management of the Company recognizes and monitors "Construction" as the only business
segment.
10. Joint Ventures
For the Year ended on March 31, 2009
119
The Company has entered into consortium Joint Venture named JMC-Associated JV, JMC-Tantia
JV, JMC-Taher Ali JV, JMC- PPPL JV, JMC-MSKE JV, and GIL-JMC JV under work sharing
arrangement. The revenue for work done is accounted in accordance with the accounting policy
followed by the Company as that of independent contractor to the extent work is executed.
In respect of contracts executed in Joint Ventures entities, the services rendered to the Joint
Venture entities are accounted as income for the work done. The share of profit / loss in Joint
Venture entities has been accounted for and the same is reflected as investments or current
liabilities in books of the Company.
The list of Joint Venture entities:
Name of the Joint Venture Name of the Joint Venture Method of Share of
Member Accounting Interest
Aggrawal - JMC JV Dineshchandra Aggrawal Percentage of 50%
Infracon Pvt. Ltd. Completion
JMC - Sadbhav JV Sadbhav Engineering Ltd. Percentage of 50.50%
Completion
(Rs. Lakhs)
Aggrawal - JMC JV JMC - Sadbhav JV
Particulars For the Year For the Year ended
ended March 31, 2009 March 31, 2009
% of Holding 50.00% 50.50%

Assets 2161.90 967.10
Liabilities 2016.40 1047.76
Income 8961.32 425.55
Expenditure 8845.04 499.97
For the year ended on March 31, 2008
I. The company has entered into consortium Joint Venture named JMC-Associated JV, JMC-
Tantia JV, JMC-Taher Ali JV, JMC- PPPL JV, JMC-MSKE JV, GIL-JMC JV under work
sharing arrangement. The revenue for work done is accounted in accordance with the
accounting policy followed by the Company as that of independent contractor to the extent
work is executed.
II. In respect of contracts executed in Joint Ventures entities, the services rendered to the Joint
Name of the Joint Name of the Joint Method of Accounting Share of

Venture Venture Member Interest
Aggrawal - JMC JV Dineshchandra Aggrawal Percentage of Completion 50%
120
Infracon Pvt. Ltd.
JMC - Sadbhav JV Sadbhav Engineering Ltd. Percentage of Completion 50.50%
Details of proportionate share in the Assets, Liabilities, Income and Expenditure of the
Company in its Joint Venture entities.
(Rs. Lakhs)
Particulars Aggrawal - JMC JV JMC - Sadbhav JV
For the Year ended For the Year ended
March 31, 2008 March 31, 2008
% of Holding 50.00% 50.50%
Assets 1284.30 994.40
Income 7757.60 169.50

The Company has entered into joint venture with Associated Environmental Engineers Pvt. Ltd.
in respect of execution of a contract. The Company's share of interest in the Joint Venture is 51%.
The Joint Venture has no independent assets and liabilities except for Trade Receivables from
client and Payables to the venture partners in respect of work executed by them in their respective
capacities. Due to non-availability of the site by the client the work was suspended for more than
3 years. As there was no transaction for this project during last two accounting periods, no share
of Profit /(Loss) for the period is considered in the financial statement.
The Company has also entered into joint venture with M/s. Dineshchandra R Aggrawal Infracon
Pvt. Ltd. for the execution of the road project awarded by the NHAI. For the financial year 2005-
06, there was a loss in the joint venture entity named Aggrawal-JMC JV. As the accounts of the
joint venture for the financial year 2005-06 was not finalized till finalization of accounts for the
period ended March 31, 2006, the share of loss to the extent of Rs. 11.26 lakhs was considered in
the financial statement of JMC Projects (India) Ltd. in the financial year 2006-07. Further,
proportionate consolidation was also not considered as jointly controlled entity was formed with a
view to subsequent disposal in near future. Considering the size and facts stated, it falls in the
exceptions for proportionate consolidation as per Para 29 of Accounting Standard 27- ‘Financial
Reporting of Interests in Joint Ventures’.
For the 6 months ended on March 31, 2006

The Company has entered into joint venture with Associated Environmental Engineers Pvt. Ltd.
in respect of execution of a contract. The Company's share of interest in the Joint Venture is 51%.
The Joint Venture has no independent assets and liabilities except for Trade receivables from
client and Payables to the venture partners in respect of work executed by them in their respective
capacities. The Company has recognized share of loss in JV Firm to the extent of 51 % i.e. Rs.
0.15 Lakhs during 6 months ended on March 31,2006.The cumulative loss incurred by the JV
Firm upto F.Y.2004-05 of Rs. 2.15 Lakhs is considered in Financial statement of JMC Projects (
India ) Ltd up to March 31, 2006. Due to non-availability of the site by the client the work was
suspended for more than 2 years.
The Company has also entered into joint venture with M/s. Dineshchandra R Aggrawal Infracon
Pvt. Ltd. for the execution of the road project awarded by the NHAI. The Company’s share of
profit / (loss) in the Joint Venture is 50%. No share of profit / (loss) for the period is considered in
121
the financial statement. Further, proportionate consolidation was also not considered as jointly
controlled entity was formed with a view to subsequent disposal in near future. Considering the
size and facts stated, it falls in the exceptions for proportionate consolidation as per Para 29 of
Accounting Standard 27- ‘Financial Reporting of Interests in Joint Ventures’.
11. The disclosure in respect of Provision for Defect Liability Period Expenses is as under.
(Rs. Lakhs)
ended on ended on ended on ended on ended on
March March March March 31, September
31, 2009 31, 2008 31, 2007 2006 30, 2005
Carrying amount at 1267.05 679.94 338.64 261.04 -
the beginning
Add : Provision 980.85 687.01 376.92 105.40 264.68
during the period
Less : Reversal of 181.85 74.90 20.43 13.00 -
Provision
Less : Utilisation 28.47 25.00 15.19 14.80 3.65
during the year
Carrying amount 2037.58 1267.05 679.94 338.64 261.04
at the end
12. The Company had allotted 12,50,000 6% Optionally Convertible Preference Shares (OCPS) of
Rs.202/- each on June 11, 2007 to the promoters on preferential basis with an option to convert
the same into Equity Share of Rs.10/- each at a premium of Rs. 192/- per share before December
11, 2008. As the holders of these OCPS did not exercise their option before December 11, 2008,
the OCPS has been converted into 6% Non Cumulative Redeemable Preference Shares (NCPS)
of Rs. 202/- each on December 11, 2008.
13. Interest Income comprises of :

(Rs. Lakhs)
2009 31, 2008 31, 2007 31, 2006 30, 2005
a Margin money with
banks 65.15 171.30 83.70 22.98 35.58
b Loans to Associate 11.22 9.10 2.80 - -
c Client's Account 5.21 19.97 3.63 2.13 2.99
d Others 49.41 15.06 3.90 6.46 11.56
TOTAL 130.99 215.43 94.03 31.57 50.13
The information for the period ended on March 31, 2008, March 31, 2007, March 31, 2006,
September 30, 2005 and March 31, 2004 is included to bring it in line with the information for the
period ended on March 31, 2009.
122
14. Depreciation
For the period ended on March 31, 2009, the Company has charged the rates of depreciation on
some of Office Equipments from 4.75% and 6.33% to 12.50% considering the useful life based
on technical evaluation by the management. Due to this the Company has charged additional
depreciation of Rs. 8.90 Lakhs to the Profit & Loss Account of the current year and consequently
the Profit for the year is lower to that extent.
For the Period ended March 31, 2008, the Company has changed the rates of depreciation on
vehicles / heavy vehicles from 9.5% to 15% and on the roofing sheets from 6.33% to 12.5% as
applicable to general Plant & Machineries considering the useful life based on technical
evaluation by the management. Due to this the Company has charged additional depreciation of
Rs.60.70 lakhs in the Profit & Loss Account of the current year and consequently the profit for
the year is lower to that extent.
For the period ended March 31, 2006, the Company has revised estimated useful life of new Plant
and Machineries and has started charging depreciation at the accelerated rate on such assets
purchased during the period. This has resulted into additional depreciation charge of Rs.8.33
lakhs and the profit for the period is reduced to that extent.
For the period ended on September 30, 2005, depreciation on the tangible assets has been
provided at the rates and in the manner prescribed in schedule XIV of the Companies Act, 1956
on straight line basis.
15. Earnings Per Share
year year year ended months months
ended ended March 31, ended ended
March 31, March 31, 2007 March 31, September
2009 2008 2006 30, 2005
a Profit / (Loss) for 3504.61 2918.35 1578.17 135.99 (1136.09)
calculation of Basic
EPS (Rs. Lakhs)
b Weighted average 18140290 18140290 14695932 12081030 6756321
number of Equity
Shares used in
computing Basic
EPS
c EPS (Basic) (Rs.) 19.32 16.09 10.74 1.13 (16.82)
(a/b)
d Profit / (Loss) for 3504.61 3061.36 1578.17 135.99 (1136.09)
calculation of
Diluted EPS (Rs.
Lakhs)
e Weighted average 18140290 19364256 14695932 12081030 6756321
number of Equity
Shares used in
computing Diluted
EPS
123
f EPS (Diluted) (Rs.) 19.32 15.81 10.74 1.13 (16.82)
(d/e)
(i) On September 09, 2005, Company had issued an allotted 46, 46,493 detachable warrants
simultaneously with the equity shares to the shareholders on Right basis. These warrants
were convertible into equity share in the ratio of 1 equity share for 2 warrants at the option of
the holders from September 09. 2006 till March 08, 2007 at a price which is at a discount of
10% to the average daily closing market price of the shares during the 3 calendar months
immediately preceding the month in which the warrant conversion is exercised.
As there is no fixed exercised price of said warrants and the same as explained, is at average
fair value, they are assumed to be neither dilutive nor anti dilutive and therefore the
calculation as to dilutive EPS is not applicable under Accounting Standard 20- ‘Earnings Per
Share’.
(ii) The positions and explanations are the same as in (i) above for such options as on period
ended March 31, 2006 and therefore they are assumed to be neither dilutive nor anti dilutive
and therefore under Accounting Standard 20- ‘Earnings Per Share’ the calculation as to
dilutive EPS is not applicable.
(iii) During the financial year 2008-09, as per the terms of the issue, the Optionally Convertible
Preference Share (OCPS) holders had an option to convert the OCPS into Equity Shares
before December 11, 2008. However, none of the holders exercised this option and the same
has been converted into 6% Non Cumulative Redeemable Preference Shares on December
11, 2008. There being no option available on March 31 2009, the question of dilution under
Accounting Standard – 20 “Earning Per Share” for OCPS does not arise and the Option
available under ESOP coming to anti dilution, the diluted EPS remains same as basic EPS.
16. Share Warrants
The Company had allotted 46,46,493 detachable warrants on September 9, 2005 to the
shareholders pursuant to the Rights Issue of the Company vide its Letter of Offer dated June 20,
2005. These warrants were optionally exercisable by the warrant holders for a period of six
months starting from September 9, 2006 to March 8, 2007.
Out of the above warrants, 3,754,730 warrants were converted into 1,877,365 Equity Shares of
Rs. 10/- during the exercise period. At the end of the exercise period there were 891763
unexercised warrants which lapsed.
17. Pursuant to the retrospective amendment (with effect from December 7, 2006) to the Accounting
standard (AS 11) on "Effects of Changes in foreign exchange rates" vide GSR notification 225
(E) dated March 31, 2009, the Company has capitalised the exchange rate variation of Rs. 91.52
Lakhs for the current year and the impact of depreciation thereon being Rs. 4.16 Lakhs has been
charged to the Profit and Loss Account of the current year. The Company has also capitalised the
exchange variation loss of Rs. 5.32 Lakhs for the financial year 2007-08 and the corresponding
adjustment has been given in General Reserve. Depreciation on fixed assets relating to above
amounting to Rs. 0.66 Lakhs has also been charged to current year's Profit and Loss Account.
124
18. Employees Stock Option
The Company implemented the ‘Employee Stock Option Scheme 2007’ (ESOP) pursuant to the
Company granted 6,00,000 Employee Stock Options exercisable into 6,00,000 Equity Shares of Rs.
10/- each, to eligible employees at a price of Rs. 217/- per share being 20% discount on the market
price of Rs. 272/- prevailing on the date prior to the date of the meeting on July 21, 2007 of
Remuneration Committee duly authorized, in which the ESOP were granted. Such discount of Rs.55/-
per share on 6,00,000 Equity Shares aggregating to Rs.330 Lakhs is amortised in 48 months on
straight line basis as per the Accounting Policy prescribed by SEBI under “Employee Stock Option
Scheme and Employee Stock Purchase Scheme” Guidelines, 1999 and consequential sum of Rs. 55
Lakhs and Rs. 58.86 Lakhs for the period ended on March 31, 2008 and March 31, 2009 respectively
charged to the Profit & Loss Account. The options would vest after a period of one year but not later
than five years from the date of grant.
The details of activity under ESOP have been summarized below:
Sr. No. Particulars Number of Options

2008 – 09 2007 – 08
A Outstanding at the beginning of the year 5,95,000 0
B Add: Granted during the year 0 6,00,000
C Less: Forfeited during the year 0 0
D Less: Exercised during the year 0 0
E Less: Expired during the year 98,137 5,000
F Outstanding at the end of the year 4,96,863 5,95,000
G Unvested at the end of the year 4,12,859 5,95,000
H Exercisable at the end of the year 84,004 0
I Weighted average fair value for each options granted on the 126.57 126.57
date of grant (Rs.)
Since Employee Stock Option was not in existence during period ended on March 31, 2007,
March 31, 2006 and September 30, 2005, no such disclosure is applicable.
19. Previous Year/Period figures have been regrouped and/or rearranged wherever considered
necessary.
20. Audited statement of accounts ended on September 30, 2005 and March 31, 2006 being for 18
months and 6 months respectively, the word "period ended" is used instead of year and/ or period.
21. Figures pertaining to the group companies have been reclassified wherever necessary to bring
them inline with the company’s financial statement.
base and corresponding changes are made in the earlier years/period, wherever necessary.
125
ANNEXURE V
CONSOLIDATED STATEMENT OF CAPITALISATION
(Rs. Lakhs)
Particulars Pre-issue as at Post-issue
March 31, 2009
Borrowings
Short - term debt 12705.56 12705.56
Long - term debt 7057.21 7057.21
Total Debts 19762.77 19762.77
Shareholders' Funds
Equity Share Capital 1814.03 2176.84
Preference Share Capital 2525.00 NIL
Reserves and Surplus 16050.29 19678.35
Less:
Profit & Loss Account (Debit - -
Balance)
Miscellaneous Expenses to the 159.84 159.84
extent not written off
Total Shareholders Funds 20229.48 21695.35
Long Term Debt / Equity Ratio 0.40 0.33
Note: Debt exceeding 12 months is considered as long term debt.
Long term debt / Equity ratio = Long term debt / (Equity share capital (+) Reserves and Surplus (-)
Miscellaneous expenditure to the extent not written off )
126
ANNEXURE VI
CONSOLIDATED STATEMENT OF ACCOUNTING RATIOS, AS RESTATED
(Rs. Lakhs)
ACCOUNTING RATIO For the For the For the For the 6 For the 18
year year ended year ended months months
ended March 31, March 31, ended ended
March 31, 2008 2007 March 31, September
2009 2006 30, 2005
Earnings Per Share -
Basic
Profit / (Loss) for 3504.61 2918.35 1578.17 136.00 (1136.07)
calculation of Basic EPS (A)
(Rs. Lakhs)
Weighted average number 18140290 18140290 14695932 12081030 6756321
of Equity Shares
(B)
outstanding during the
period
Earnings Per Share (Rs.) (A/B) 19.32 16.09 10.74 1.13 (16.82)

Diluted
Profit / (Loss) for 3504.61 3061.36 1578.17 136.00 (1136.07)
calculation of Diluted EPS (C)
(Rs. Lakhs)
Weighted average number 18140290 19364257 14695932 12081030 6756321
of Equity Shares
(D)
outstanding during the
period
Earnings Per Share (Rs.) (C/D) 19.32 15.81 10.74 1.13 (16.82)
Net Profit (Rs.) (E) 3681.86 3061.36 1578.17 136.00 (1136.07)

Net Worth (Rs.) (F) 20229.48 17083.18 12410.96 3789.50 3652.67
Return on Net Worth (%) (E/F) 18.20 17.92 12.72 3.59 (31.10)
No. of Equity Shares 18140290 18140290 18140290 11616375 11616375

Outstanding at the end of (G)
the period
Net Asset Value Per Share 111.52 94.17 68.42 32.62 31.44
(F/G)
(Rs.)
DEFINITIONS:
EPS = Net profit after tax, as restated, attributable to equity shareholders
Weighted average number of Equity Shares outstanding during the period
Return on Net Worth = Net profit after tax, as restated X 100
Net Worth as restated at the end of the period
Net Asset Value per Share = Net Worth, as restated, at the end of the period
Number of Equity Shares outstanding at the end of the period
127
ANNEXURE VII
CONSOLIDATED STATEMENT OF OTHER INCOME, AS RESTATED
(Rs. Lakhs)
2009 31, 2008 31, 2007 31, 2006 30, 2005
Profit Before Tax 5204.40 4755.53 2489.25 232.47 (1751.70)
20% of Net Profit Before Tax 1040.88 951.11 497.85 46.49 (350.34)
Other Income for the Year 1051.74 569.56 171.74 124.30 443.36
Other Income Details

Recurring, From Business
Activities
Miscellaneous receipts 358.92 126.41 19.74 46.22 78.37
Share of profit in J V 296.43 90.52 0.00 0.00 0.00
Rentals on Machineries 2.02 0.76 7.46 41.60 127.52
Insurance Claim 128.05 113.01 20.32 0.00 0.00
Subtotal 785.42 330.70 47.52 87.82 205.89
Non Recurring, From Business

Activities
Profit on Sale of Assets (Net) 13.43 - - - 186.17
Bad debts recovered - 4.13 - - -
Liabilities written back 121.36 15.52 29.55 4.91 -
Subtotal 134.79 19.65 29.55 4.91 186.17
Income from Investment

Activities
Dividend 0.54 3.78 0.65 - 1.17
Interest 130.99 215.43 94.02 31.57 50.13
Subtotal 131.53 219.21 94.67 31.57 51.30
Total Other Income 1051.74 569.56 171.74 124.30 443.36
128
ANNEXURE VIII
CONSOLIDATED STATEMENT OF CONTINGENT LIABILITIES, AS RESTATED
(Rs. Lakhs)
2009 31, 2008 31, 2007 31, 2006 30, 2005
(Refer Note no. 3)
respect of financial
assistance &
performance in favour
of Subsidiary Company
to bank & others.
respect of performance
of contracts of Joint
Venture entities in
which company is one
of the members.
Company not
(Refer note 1 & 2)
filed against the
sub-contractors/ Others
notices issued against
the company by
suppliers/ sub-
contractors
and Royalty disputes
Note:
1. For the period ended on March 31, 2009 and March 31, 2008, in case where the Company has raised claims on
clients against which counter claims have been raised by the clients, excess of counter claims raised by the client
over the amount of claims raised by the Company are only considered in the above figures.
2. For the period ended on March 31, 2007, March 31, 2006 and September 30, 2005, claim against the Company
does not include amount of claims raised by way of counter claims by the clients against the claim raised by the
Company.
3. Accounting Standard 29- ‘Provisions, Contingent Liabilities and Contingent Assets’ became effective from April 1,
2004. Bank Guarantees other than performance guarantees and bid guarantees are considered as contingent
liabilities. For Bank Guarantees pertaining to performance guarantees and bid guarantees, the outflow of resources
is considered remote by the management and therefore the same are not required to be disclosed in other periods
129
ANNEXURE IX
CONSOLIDATED STATEMENT OF UNSECURED LOANS, AS RESTATED

(Rs. Lakhs)
Name of the Lender. Balance as Rate of Repayment schedule
at March 31, Interest
2009
(Rs. Lakhs)
Fixed deposits
Fixed Deposits – Public / Share holders 160.41 8%-9.50% Within 1 Year
Sub Total 160.41
Short term loan
Commercial Paper 2000.00 10.45% Repayment after 179 days from the
date of borrowings
Sub Total 2000.00
Grand Total 2160.41
130
ANNEXURE X
CONSOLIDATED STATEMENT OF SECURED LOANS, AS RESTATED
(Rs. Lakhs)
Sr. Name of the Facility Sanctioned Balance Rate of Repayment Security
No. Lender as at Interest Schedule
March
31, 2009
1 Indian Bank Working 2087.50 910.39 11.75% Renewed on As per Note (1)
Capital yearly basis. mentioned below
Demand
Loan
2 Karur Vyasya Working 1812.50 1229.68 12.75% Renewed on As per Note (1)
Bank Ltd. Capital yearly basis. mentioned below
Demand
Loan
3 Oriental Bank Working 6525.00 5895.24 11.75% Renewed on As per Note (1)
Of Commerce Capital yearly basis. mentioned below
Demand
Loan
4 State Bank Of Working 1900.00 1808.60 11.50% Renewed on As per Note (1)
India Capital yearly basis. mentioned below
Demand
Loan
5 Punjab Working 1087.50 696.71 11.75% Renewed on As per Note (1)
National Bank Capital yearly basis. mentioned below
Demand
Loan
6 Axis Bank Working 1087.50 14.44 13.00% Renewed on As per Note (1)
Demand
Loan
7 Nutan Nagrik Working 80.00 77.92 13.00% Renewed on Against
Sahakari Bank Capital yearly basis. hypothecation of
Demand Stock & Book
Loan Debts and also
secured by way
of equitable
mortgage of over
freehold land
situated at S.No.
31 (Hissa No. 1
to 5) mouje
Sonipur, Taluka,
Thasra, Dist. :
Kheda
TOTAL 14580.00 10632.98
131
(Rs. Lakhs)
March
31, 2009
8 The bank of Term 4000.00 3885.70 11.75% Repayment As per Note (2)
Rajasthan Ltd. Loan from March mentioned below
2009 in 36
Instalments
9 Standard Term 1000.00 504.07 12.40% Repayment As per Note (1)
Chartered Bank Loan in 36monthly mentioned below
Instalments
starting from
the next
month of
disbursement
, 1st started in
Oct.-08
10 Oriental Bank Term 2700.00 2202.30 12.25% Repayment As per Note (1)
Of Commerce Loan in 16 equal mentioned below
quarterly
Installments
commence
from quarter
ending
March –
2010
11 Indian Bank Term 600.00 139.47 12.25% Repayment As per Note (2)
Loan in 16 equal mentioned below
quarterly
Installments
commence
from quarter
ending
March - 2010
TOTAL 8300.00 6731.54
12 HDFC Bank Hire 32.14 5.90 6.25% 48 Hypothecation of
Ltd. Purchase Installments the Underlying
Loan of Rs.75464/- Assets - Car
each
each
each
132
each
each
each
each
each
Loan of Rs.15480/- Assets – Car
each
each
each
each
each
each
133
each
each
each
each
each
each
each
each
each
each
each
134
Loan of Rs.11408/- Assets - Tata 207
each
Loan of Rs.11250/- Assets - Tata 207
each
each
each
each
each
each
Loan of Rs.36134/- Assets - Bolero
each jeep - 2 NOS.
Loan of Rs.23683/- Assets - Scorpio
each Jeep
each
each
each
135
each
each
each
each
53 ICICI Bank Hire 4.25 1.08 7.38% 48 Hypothecation of
Ltd. Purchase Installment the Underlying
each
54 L & T Finance Hire 71.97 38.17 10.16% 60 Hypothecation of
Loan of Assets –
Rs.183368/- Crushing Plant
each
55 Kotak Hire 4.95 3.17 9.88% 36 Hypothecation of
Mahindra Purchase Installments the Underlying
Prime Ltd. Loan of Rs.15815/- Assets - Car
each
Prime Ltd. Loan of Rs.30135/- Assets - Car
each
Prime Ltd Loan of Rs.13087/- Assets - Car
each
58 Axis Bank Hire 4.20 3.79 11.50% 60 Hypothecation of
Purchase Installments the Underlying
each
59 Axis Bank Hire 7.30 6.68 11.50% 60 Hypothecation of
Purchase Installments the Underlying
Loan of Rs.15903/- Assets - Scorpio
each Jeep
60 Srei Hire 180.42 1.40 9.50% 57 Hypothecation of
Infrastructure Purchase Installments the Underlying
Finance Ltd. Loan payable Assets -
monthly Machinery
136
monthly Machinery
monthly Machinery
monthly Machinery
monthly Machinery
monthly Machinery
monthly Machinery
monthly Machinery
monthly Machinery
monthly Machinery
TOTAL 798.59 237.83
GRAND 17602.36
TOTAL
Notes:
(1) The term loan from banks are secured by first charge on specific plant & Machinery financed by
them.
(2) Working capital facilities are secured in favour of consortium bankers, by way of first charge
against hypothecation of stocks, stock in process, store and spares, bills receivables, book debts
and other movables except 2nd charge on current assets and receivables in favour of a bank for
bank guarantee of Rs. 5000 Lakhs provided on behalf of Joint Venture in which the Company is
one of the member and except first charge over machineries and equipments financed by others
for term loans and further secured by second pari-passu charged on machineries and equipments
financed by others for term loans and first charge on the office premises of the Company.
(3) Loan against vehicles / equipments are secured by way of charge on specific vehicles and
equipments.
137
ANNEXURE XI
CONSOLIDATED STATEMENT OF LOANS & ADVANCES, AS RESTATED
(Rs. Lakhs)
31, 2009 31, 2008 31, 2007 31, 2006 30, 2005
Advance recoverable in cash or
in kind or for value to be 1332.60 1277.85 374.00 428.49 413.55
received
Advances to related parties 415.76 185.68 72.96 25.96 19.24
Loans to employees 4.16 4.82 5.12 5.90 8.12
Security / Margin Money
561.89 760.09 607.82 302.65 250.21
Deposits
Advance Income Tax 1088.68 802.62 369.58 161.20 171.57
VAT /Entry Tax [ Net off
783.63 366.26 199.28 172.33 172.71
Provision ]
Pre - Paid Expenses 2195.35 2374.68 1117.01 500.38 309.20
Other Current Assets 462.72 204.28 44.41 41.70 22.53
Accrued Income 55.77 11.01 18.02 27.76 22.43
Total (Rs.) 6900.55 5987.28 2808.20 1666.37 1389.56
Details of loans and advances given to related parties

(Rs. Lakhs)
Name of the Nature As at As at As at As at As at
Party March 31, March March March September
2009 31, 2008 31, 2007 31, 2006 30, 2005
JMC Associate 119.26 96.92 63.46 14.33 15.24
Infrastructure Company
Ltd.
SAI Consulting Associate - 4.03 4.03 4.03 4.00
Engineers Pvt. Company
Ltd.
J.M. Associate 5.47 5.47 5.47 3.88 -
Construction Company
AGRAWAL - Joint 291.03 79.26 - 3.72 -
JMC JV Venture
TOTAL 415.76 185.68 72.96 25.96 19.24
138
ANNEXURE XII
CONSOLIDATED STATEMENT OF DEBTORS, AS RESTATED
(Rs. Lakhs)
2009 31, 2008 31, 2007 31, 2006 30, 2005
Debtors outstanding for a 6348.22 2105.06 2348.01 2175.71 2082.14
period exceeding 6 months
(excluding retention money)
period not exceeding 6 months
Retention Money 7560.87 6914.69 3215.26 1565.26 1550.79
TOTAL 43217.93 26991.19 16757.66 8156.04 6947.02
Break- up of sundry debtors outstanding for more than six months
(Rs. Lakhs)
2009 31, 2008 31, 2007 31, 2006 30, 2005
period exceeding 6 months but
less than 12 months
less than 18 months
less than 24 months
less than 30 months
less than 36 months
TOTAL 6348.22 2105.06 2348.01 2175.71 2082.14
Debtors includes receivable from JMC Infrastructure Limited – a related party as set out below:
(Rs. Lakhs)
March 31, March 31, March March September
2009 2008 31, 2007 31, 2006 30, 2005
Debtors outstanding for a
period exceeding 6 months 13.68 13.68 13.68 13.68 13.68
TOTAL 13.68 13.68 13.68 13.68 13.68
Note: All debtors outstanding as on March 31, 2009, exceeding 36 months are good and
recoverable.
139
ANNEXURE XIII
CONSOLIDATED STATEMENT OF RELATED PARTY TRANSACTIONS
(A) Particulars of Joint Ventures / Associate Companies / Associate Firm

(4) JMC – Taher ALI JV - Joint Venture
Pvt. Ltd.)

Director
March 31, 2008)
January 30, 2006)
140

(Rs. Lakhs)
31, 2008 31, 2007 31, 2006 30, 2005
1 Purchase of 60.44 1185.09 2521.00 - -
Materials/Assets
2 Rent Received 0.69 0.76 - - -
3 Rent Paid 72.43 60.50 57.31 - -
expenses (Paid)
5 Loans / deposits 5000.00 1150.00 1230.00 - -
received during the
year / period
6 Loans / deposits 5201.56 1389.30 1701.89 - -
the year / period
included in Debtors
included in
Unsecured Loans
included in Current
Liabilities
10 Interest paid 196.74 20.11 50.67 - -
11 Dividend Paid 322.68 135.60 - - -
141
(Rs. Lakhs)
31, 2007 31, 2006 30, 2005
1 Managerial 168.02 199.18 154.90 42.30 69.39
Remuneration
2 Loans / deposits - - 60.64 - 524.81
received during the
year / period
3 Loans / deposits - 39.75 510.85 41.26 100.49
the year / period
included in
Unsecured Loans
5 Fixed Deposits - 1.00 3.75 2.75 3.75
matured and renewed
during the year /
period
during the period /
year
7 Interest paid - 0.28 0.42 0.17 0.77
8 Dividend paid 27.47 10.80 - - -
142
(Rs. Lakhs)
31, 2007 31, 2006 30, 2005
1 Purchase of 72.53 20.90 1.43 - -
Materials/Assets
Received
Paid
5 Income earned on - - 60.00 33.05 0.74
Services rendered
fees Paid
Expenses (Received)
8 Loans / deposits - - - 674.64 1649.00
received during the
year / period
9 Loans / deposit given - 30.90 - 672.36 997.00
/ repaid during the
year / period
included in Debtors
included in Loans
(Assets)
included in
Unsecured Loans
included in Current
Liabilities
14 Interest income 11.22 9.11 2.80 - -
15 Interest paid - - - 44.84 62.69
Joint Venture
Venture
143
ANNEXURE XIV
CONSOLIDATED STATEMENT OF INVESTMENTS
(Rs. Lakhs)
Sr. Particulars As at As at As at As at As at
No. March March March March September
31, 2009 31, 2008 31, 2007 31, 2006 30, 2005
(a) Investments in Shares-
(Unquoted Long Term -
Trade)
14,476 Equity Shares of 3.62 3.62 3.62 3.62 3.62
Rs. 25/- each of Nutan Nagrik
Sahakari Bank Ltd.
TOTAL (Rs.) 3.62 3.62 3.62 3.62 3.62
144
ANNEXURE XV
CONSOLIDATED STATEMENT OF CURRENT LIABILITIES & PROVISIONS, AS

RESTATED
(Rs. Lakhs)
31, 2008 31, 2008 31, 2007 31, 2006 30, 2005
(A) Current Liabilities
Sundry Creditors 19126.28 12865.42 7798.39 4492.87 3479.98
Advances From Clients 12025.58 14910.76 6531.18 3008.61 69.08
Bills Payable 512.58 - - - 10.35
Payable under Letter of Credit 1835.11 1749.88 172.22 - -
Interest accrued but not due 13.27 39.96 12.45 19.65 76.52
Unclaimed Dividend 3.48 3.00 3.29 5.64 8.96
Unclaimed Matured Fixed Deposits 2.85 6.75 3.63 7.12 9.01
Unclaimed Fixed Deposits Interest 0.52 - - - -
Unclaimed Share Application Money 0.43 0.43 1.73 1.94 -
Other Liabilities 3803.82 2338.29 1259.91 661.01 548.53
VAT / Sales tax payable 808.71 537.43 249.90 208.28 171.37
TOTAL (Rs.) (A) 38132.63 32451.92 16032.70 8405.12 4373.80
(B) Provisions
Provision for Defect Liability Period
2037.58 1267.05 679.94 338.64 262.40
Expense
Provision for Fringe Benefit Tax (Net
- 2.24 0.54 - -
of Advance Tax)
Proposed Dividend on Preference
75.75 75.75 - - -
Shares
Proposed Dividend on Equity Shares 362.81 362.81 181.40 - -
Corporate Tax on Proposed Dividend
61.66 61.66 30.83 - -
on Equity Shares
Corporate Tax on Proposed Dividend
12.87 12.87 - - -
on Preference Shares
Provision for leave encashment 229.18 158.93 77.12 - -
Provision for Gratuity 180.35 111.20 - - -
TOTAL (Rs.) (B) 2960.20 2052.51 969.83 338.64 262.40
TOTAL (Rs.) (A+B) 41092.83 34504.43 17002.53 8743.76 4636.20
145
To,
Dear Sirs,
1. We have examined the attached financial information of JMC Projects (India) Ltd. (“the
Company”), as approved by the Board of Directors of the Company, prepared in terms of
the requirements of Paragraph B, Part II of Schedule II of the Companies Act, 1956 (“ the
Act”) and the Securities and Exchange Board of India (Disclosure and Investor
Protection) Guidelines, 2000, as amended to date (“the SEBI Guidelines”) and in terms of
our engagement agreed upon with you in accordance with our Engagement Letter dated
January 31, 2009 in connection with the Draft Letter of Offer \ Letter of Offer
(collectively hereinafter referred to as “offer document”) for proposed Rights Issue of
Equity Shares of the Company.
2. This information has been extracted by the management from financial statements for the
period ended March 31, 2009, 2008, 2007, 2006 and September 30, 2005. Audit for the
period ended March 31, 2007, 2006 and September 30, 2005, was conducted by joint
auditors M/s Sudhir N. Doshi & Co. only and joint auditors M/s Kishan M. Mehta & Co.
have not audited the financial statement for these periods and the accounts audited by M/s
Sudhir N. Doshi & Co. have been relied upon for these periods.
3. In accordance with the requirements of Paragraph B of Part II of Schedule II of the Act,

the SEBI Guidelines and in terms of our engagement agreed with you, we further report
that:
A. The Summary Statement of Assets and Liabilities, as restated, of the Company as at

March 31, 2009,2008, 2007, 2006 and September 30, 2005, examined by us, as set
out in Annexure I to this report are after making adjustment and regrouping as in our
opinion were appropriate and more fully described in Significant Accounting
Policies, Notes and Changes in Significant Accounting Policies (refer Annexure IV).
B. The Summary Statement of Profit and Loss, as restated, of the Company for the
period ended March 31, 2009, 2008, 2007, 2006 and September 30, 2005, examined
by us, as set out in Annexure II to this report are after making adjustments and
regroupings as in our opinion were appropriate and more fully described in
Significant Accounting Policies, Notes and Changes in Significant Accounting
C. The Summary Statement of Cash Flow, as restated, of the Company for the period
ended March 31, 2009, 2008, 2007, 2006 and September 30, 2005, examined by us,
as set out in Annexure III to this report are after making adjustments and regroupings
as in our opinion were appropriate and more fully described in Significant
Accounting Policies, Notes and Changes in Significant Accounting Policies (refer
Annexure IV).
146
The Summary Statement of Assets and Liabilities, Profit and Loss and Cash Flow, as
restated, and most specifically described in point 3(A), 3(B), and 3(C) above are
together hereinafter referred to as “Restated Financial Information”.
been made after incorporating
i) Adjustments for the changes in accounting policies retrospectively in the

respective financial years to reflect the same accounting treatment as per
changed accounting policy for all the reporting periods.
ii) Adjustments for the material amount in the respective financial years to
which they relate.
iii) And there are no extra-ordinary items that need to be disclosed separately in
the accounts and no audit qualifications requiring adjustments.
E. We have also examined the following other financial information as restated set out
in the annexure prepared by the management and approved by the Board of Directors
relating to the Company for the period ended March 31, 2009, 2008, 2007, 2006 and
September 30, 2005 after taking adjustments / regrouping in these financial
information. The financial year 2008-2009 has been taken as base and the
corresponding changes have been made in the earlier years/period, wherever
necessary.
• Statement of Capitalisation (Annexure V)

• Statement of Accounting Ratios, as restated (Annexure VI)
• Statement of Dividend (Annexure VII)
• Statement of Other Income, as restated (Annexure VIII)
• Statement of Contingent Liabilities, as restated (Annexure IX)
• Statement of Unsecured Loans, as restated (Annexure X)
• Statement of Secured Loans, as restated (Annexure XI)
• Statement of Loans & Advances, as restated (Annexure XII)
• Statement of Debtors, as restated (Annexure XIII)
• Statement of Tax Shelter, as restated (Annexure XIV)
• Statement of Related Party Transactions (Annexure XV)
• Statement of Investments (Annexure XVI)
• Statement of Current liabilities and Provisions, as restated (Annexure
XVII)
• Statement of Major Borrowings (Annexure XVIII)
In our opinion, the financial information contained in Annexure I to XVIII as above

of this report read along with the Significant Accounting Policies, Changes in
147
writing.
Yours Faithfully. Yours Faithfully.

For Sudhir N. Doshi & Co. For Kishan M. Mehta & Co.

Proprietor Partner
M No.30539 M No. 13707

Date: 06/08/2009 Date: 06/08/2009
148
ANNEXURE I
SUMMARY STATEMENT OF ASSETS AND LIABILITIES, AS RESTATED
(Rs. Lakhs)
2009 2008 2007 2006 30, 2005
A Fixed Assets
Gross Block 29074.97 23104.04 12652.37 8173.94 7249.96
Net Block 22021.67 18795.92 9765.33 5812.93 5077.89
Capital Work in 203.07 148.87 0.00 125.21 30.92
Progress
Total 22224.74 18944.79 9765.33 5938.14 5108.81
B Investments 51.15 51.15 51.15 51.15 51.15
D Current Assets, Loans

and Advances
Inventories 8084.72 10304.92 2903.98 1466.93 1433.38
Sundry Debtors 43194.77 26984.31 16745.53 8104.74 6921.78
*
Total 59333.27 44876.96 26592.30 12104.70 10626.52
E Liabilities and
Provisions
Loan Funds
Secured 17483.41 11096.44 5723.02 4186.66 6009.86
Unsecured 2160.41 183.16 563.68 1521.55 1676.36
Total 19643.82 11279.60 6286.70 5708.21 7686.22

Provisions
Provisions 2958.06 2052.51 969.83 338.64 261.04
Total 41000.11 34400.19 16917.90 8683.89 4605.01
H Net Worth 20195.22 17053.54 12371.18 3722.49 3590.99
* Cash and Bank balance includes Fixed Deposits on which the Banks have a lien.
149
(Rs. Lakhs)
2009 2008 2007 2006 30, 2005
Represented by :
Share Capital 4339.03 4339.03 1814.03 1161.64 1161.64
Reserves 16015.60 12989.51 10557.15 2560.85 2468.54
Total 20354.63 17328.54 12371.18 3722.49 3630.18
Less
J Profit & Loss Account 0.00 0.00 0.00 0.00 39.19
( Debit Balance )
K Miscellaneous 159.41 275.00 0.00 0.00 0.00
Expenditure (to the
extent not written off or
adjusted)
L Net Worth 20195.22 17053.54 12371.18 3722.49 3590.99
150
ANNEXURE II
SUMMARY STATEMENT OF PROFIT AND LOSS, AS RESTATED
(Rs. Lakhs)
year ended year ended year ended months months
on March on March on March ended on ended on
31, 2009 31, 2008 31, 2007 March 31, September
2006 30, 2005
Income
Other Income 1045.84 564.16 173.45 131.40 468.12
Increase / (Decrease) in Work (2103.46) 2396.49 426.95 (75.84) 614.13
in Progress
Total Income 129840.91 94458.83 50621.69 14255.18 36106.00
Expenditure
Work Charges 34254.98 22978.71 15120.49 3077.41 8868.03
Other Expenses 7052.53 4818.37 2497.91 879.84 2650.28
Total Expenditure Before 118416.72 86778.50 46388.32 13336.23 35659.16
Profit/ (Loss) Before 11424.19 7680.33 4233.37 918.95 446.84
Interest 3245.96 1255.96 1018.03 493.10 1689.09
Depreciation 2983.36 1654.99 686.52 201.04 531.64
Total 6229.32 2910.95 1704.55 694.14 2220.73
Net Profit/ (Loss) after Tax 3676.11 3071.59 1605.47 131.49 (1156.98)
Notes:
base and corresponding changes are made in the earlier years, wherever necessary, major being:
Cost of Materials.
into Construction expenses.
151
ANNEXURE III
JMC PROJECTS (INDIA) LTD
STATEMENT OF CASH FLOW, AS RESTATED OF JMC PROJECTS ( INDIA ) LTD.
(Rs. Lakhs)
year year ended year ended months months
ended on on March on March ended on ended on
March 31, 31, 2008 31, 2007 March 31, September
2009 2006 30, 2005
CASH FLOW FROM
Profit / (Loss) Before Taxation 5194.87 4769.38 2528.82 224.81 (1773.89)
Adjustment For :
Interest 2340.84 837.77 1018.03 493.10 1689.09
Depreciation 2983.36 1654.99 686.52 201.04 531.64
Bad Debts Written Off 4.81 499.19 49.11 0.00 993.92
Exchange Rate Variation 296.07 36.36 35.47 48.90 30.80
Loss on Sale of Assets / Assets Lost 102.38 95.96 121.15 13.34 28.40
Preliminary Expenses written off 115.59 55.00 0.00 0.00 0.00
Profit on Sale of Asset (65.24) (35.16) (5.74) (0.04) (214.57)
Share of (profit) / loss in Joint (149.05) (78.09) 11.26 0.00 1.88
Venture (Net)
OPERATING PROFIT BEFORE 10693.80 7616.56 4350.43 949.71 1236.77
WORKING CAPITAL
CHANGES
Trade & Other Receivables (17122.71) (13923.81) (9821.37) (1460.12) (1322.42)

Inventories 2220.20 (7400.94) (1437.05) (33.55) (484.40)
Trade Payables 6599.93 15676.22 8006.21 4078.86 (121.03)
CASH GENERATED FROM 2391.22 1968.03 1098.22 3534.90 (691.08)

OPERATIONS

Prior Period/Extraordinary Items 11.59 (71.75) 0.00 0.00 0.00
NET CASH FROM 454.58 1680.28 1028.47 3516.72 (701.63)
OPERATING ACTIVITIES (A)
CASH FLOW FROM

Sale of Fixed Assets 132.69 211.29 54.02 1.39 289.97
Deposits with Banks 819.53 2231.49 (2352.26) (18.52) (336.82)
Share of profit / (loss) in Joint 149.05 78.09 (11.26) 0.00 (1.88)
152
Venture (Net)
NET CASH USED IN (5202.03) (8366.84) (6898.44) (1030.73) (1409.31)
INVESTING ACTIVITIES (B)
CASH FLOW FROM
Increase / (Decrease) in Share 0.00 2525.00 7271.00 0.00 3096.73
Capital
Proceeds from Term Borrowings 3892.92 2656.11 1049.15 0.00 0.00
Working Capital Finance 4660.24 3423.96 1896.46 (1884.40) 1609.28
Repayment of Term Loans (188.94) (1087.17) (2367.12) (93.60) (1058.75)
Interest Paid (2340.84) (837.77) (1018.03) (493.10) (1689.09)
Dividend Paid on Preference Shares (151.50) (46.49) 0.00 0.00 0.00
Dividend Paid on Equity Shares (362.81) (181.41) 0.00 0.00 0.00
Corporate Dividend Tax (87.40) (38.73) 0.00 0.00 0.00
Exchange Rate Variation (296.07) (36.36) (35.47) (48.90) (30.80)
NET CASH USED IN 5125.60 6377.14 6795.99 (2520.00) 1927.37

FINANCING ACTIVITIES ( C )

equivalents
(A+B+C) 378.15 (309.42) 926.02 (34.01) (183.57)

(opening balance)
Cash and Cash equivalents (Closing 1174.60 1615.97 4156.87 878.58 894.07
balance) as per Balance Sheet
Less: Fixed Deposit 106.39 925.92 3157.40 805.12 786.61
(Closing balance) as per Cash
Flow Statement
Difference in cash & cash 378.15 (309.42) 926.02 (34.01) (183.57)
153
ANNEXURE IV
SIGNIFICANT ACCOUNTING POLICIES AND NOTES FORMING PART OF

ACCOUNTS
i Accounting Convention
Financial statements are prepared in accordance with applicable Accounting Standards under
the historical cost convention on accrual basis.
ii Use of Estimates
The presentation of financial statements requires certain estimates and assumptions. These
estimates and assumptions affect the reported amount of assets and liabilities on the date of the
financial statements and the reported amount of revenues and expenses during the reporting
period. Difference between the actual result and estimates are recognized in the period in
which the results are known / materialized.
iii. Revenue Recognition
a. Construction contracts
Running Account Bills for work completed are recognized on percentage of completion
method based on completion of physical proportion of the contract work. Income on account
of claims and extra item work is recognized to the extent company expects reasonable
certainty about receipts or acceptance from the client. When it is probable that total contract
cost will exceed the total contract revenue, the expected loss is recognized immediately.
b. Others
Dividends are recorded when the right to receive the payment is established. Interest income is
recognized in time proportionate basis.
iv. Fixed Assets
Fixed Assets are stated at cost of acquisition less accumulated depreciation less impairment
losses, if any, Cost is inclusive of all identifiable expenditure incurred to bring the assets to
their working condition for intended use. When an asset is disposed of, demolished, destroyed,
the cost and related depreciation are removed from the books of accounts and the resultant
profit or loss is reflected in the Profit and Loss Account.
Direct costs as well as related incidental and identifiable expenses incurred on acquisition of
fixed assets that are not yet ready for their intended use or not put to use as on the Balance sheet
date are stated as Capital Work in progress.
154
v Depreciation
a. For the period ended on March 31, 2009, depreciation is provided on the straight line
evaluation by the management, higher rate than the prescribed rates are applied on a few
shuttering items of Machinery @ 30%, on office equipments @ 12.5%, on all vehicles @
15% and on remaining Plant and Machineries which are acquired on or after 1st
October,2005 @ 12.5% .
b. For the period ended on March 31, 2008, depreciation is provided on the straight line
evaluation by the management, higher rates are applied on Plant and Machineries
@12.5% and on Vehicles @ 15% that have been acquired on or after October 1, 2005.
c. For the period ended on March 31, 2007 and March 31, 2006, depreciation on the Fixed
Assets has been provided on the straight line method in accordance with the Companies
Act, 1956 except for the Plant & Machineries acquired on or after October 1, 2005 which
are depreciated @ 12.5% instead of 4.75% considering the useful life based on technical
evaluation.
d. For the period ended on September 30, 2005, the depreciation on the fixed assets has been
provided on the straight line method in accordance with the Companies Act, 1956
e. Depreciation on addition to assets or on sale/disposal of assets is calculated pro-rata from

the date of such addition or up to the date of such sale/disposal as the case may be.
vi Impairment of Assets
The carrying cost of assets is reviewed at each Balance Sheet date to determine whether there
is any indication of impairment of assets. If any indication exists, the recoverable value of such
assets is estimated. If impairment loss is reversed if there has been a change in the estimates
used to determine the recoverable amount and recognized in compliance with AS – 28.
vii Investments
Investments are stated at cost. Provision for diminution in the value of long term investments
is made only if such a decline is other than temporary in nature in the opinion of the
management.
viii Retirement Benefits
a. Gratuity liability is covered by payment there of to Gratuity fund the Defined Benefit Plan
under Group Gratuity Cash Accumulation Scheme of Life Insurance Corporation of India
under irrevocable trust. The Company’s liability towards gratuity are determined on the basis
of actuarial valuation done by as an independent actuary.
b. Contribution to Provident Fund and Superannuation Fund, the defined contribution plans as
per the schemes are charged to Profit & Loss Account.
155
c. For the period ended March 31, 2009 and March 31, 2008, provision for Leave encashment
liability is made based on Actuarial valuation as at the Balance Sheet date.
d. All other short term employee benefits are recognised as an expense at the undiscounted
amount in the Profit and Loss account of the year in which the related service is rendered.
ix Inventories
Construction material, stores and spares are valued at lower of cost or net realizable value.
Cost includes cost of purchase and other expenses incurred in bringing inventory to their
respective present location and condition. Cost is determined using FIFO method of inventory
valuation. Work in progress is valued at lower of cost and net realizable value. In case where
work is completed but Running Account bill cannot be raised on client due to contractual
conditions, the Work in Progress is valued at contract rates.
x Provision for Taxes
a Current Tax:
Tax on Income is determined in accordance with the provisions of Income Tax Act, 1961.
b Deferred Tax:
Deferred Tax is recognized, on timing differences, being the difference between the taxable
incomes and accounting income that originate in one period and are capable of reversal in one
or more subsequent periods. It is calculated using the applicable tax rates and tax laws that
have been enacted or substantially enacted as on the Balance Sheet date. Deferred Tax Assets
which arises mainly on account of unabsorbed losses or unabsorbed depreciation are
recognized and carried forward only to the extent that there is virtual certainty supported by
convincing evidence that sufficient future taxable income will be available against which such
deferred assets can be realized.
c Fringe Benefit Tax:

Tax on Fringe Benefits is measured at the specified rates on the value of Fringe Benefits in
accordance with the provisions of the Section 115WC of the Income Tax Act, 1961.
xi Foreign Currency Transactions
a. Transactions denominated in Foreign Currency are recorded at the exchange rate prevailing
at the time of the transaction.
b. In respect of transactions, covered by Forward Exchange Contracts, the difference between

the forward rate and the exchange rate at the date of the transaction is recognized as income
or expense over the life of the contract. Any income or expense on account of exchange rate
difference either on settlement or on translation is recognized in the Profit and Loss
Account.
c. For the period ended on March 31, 2009 and March 31, 2008, assets & liabilities other than
fixed assets remaining unsettled at the end of the year other than covered by forward
exchange contract are translated at exchange rate prevailing at the end of the year and the
difference is adjusted in the Profit & Loss Account. (Refer Note No. 28)
156
d. For the period ended on March 31, 2007, March 31, 2006 and September 30, 2005, in
respect of liabilities incurred for acquisition of Fixed Assets, the exchange gain or loss
between forward contract rate and exchange rate at the date of transaction is adjusted to the
carrying cost of the fixed assets.
xii Borrowing Costs
Borrowing Costs that are attributable to the acquisition or construction of qualifying assets
are capitalized as a part of the cost of such assets. A qualifying asset is one that takes
necessarily substantial period of time to get ready for its intended use. All other Borrowing
Costs are charged to revenue.
xiii Provisions, Contingent Liabilities and Contingent Assets
Provisions involving substantial degree of estimation in measurement are recognised when

there is a present obligation as a result of past events and that probability requires an outflow
of resources.
A disclosure for contingent liability is meant when there is a possible obligation or a present
obligation that may, but probably will not, require an outflow of resources. When there is a
possible obligation or a present obligation in respect of which the likelihood of outflow of
resources is remote, no disclosure is made.
xiv Accounting for Project Mobilisation expenses
Expenditure incurred on mobilisation and creation of facilities for site is written off in
proportion to work done at respective sites so as to absorb such expenditure during the tenure
of the contract.
xv Other Accounting Policies
Accounting Policies not specifically referred to are consistent with the Indian Generally
Accepted Accounting Practices (“Indian GAAP”).
157
Notes forming part of Accounts:
2. Contingent Liabilities in respect of :
(Rs. Lakhs)
2009 31, 2008 31, 2007 31, 2006 30, 2005
(Refer Note no. 3)
assistance &
performance in favour of
Subsidiary Company to
bank & others.
C Guarantee given in 14219.07 17881.27 6299.47 - -
respect of performance of
contracts of Joint
Venture entities in which
company is one of the
member.
Company not
(Refer note 1 & 2)
filed against the company
by suppliers/ sub-
contractors/ Others
notices issued against the
sub-contractors
E Sales Tax, Service Tax 2053.55 1352.65 426.90 - -
Note:
raised claims on clients against which counter claims have been raised by clients, the excess of
counter claims raised by client over the amount of claims raised by the Company are only
2. For the period ended on March 31, 2007, March 31, 2006 and September 30, 2005 claim against
158
effective from April 1, 2004, Bank Guarantees other than performance guarantees and bid
guarantees are considered as contingent liabilities. For Bank Guarantees pertaining to
performance guarantees and bid guarantees, the outflow of resources is considered remote by the
management and therefore the same are not required to be disclosed in other years / periods.
3. Estimates of Contracts remaining to be executed on Capital Account

(Rs. Lakhs)
2009 31, 2008 31, 2007 31, 2006 30, 2005
Estimated amount of 9.06 1087.40 190.00 486.90 41.43
contracts remaining
to be executed on
Capital Account and
not provided for (net-
off advances)
4. Remuneration to Managerial Personnel

(Rs. Lakhs)
31, 2008 31, 2007 31, 2006 30, 2005
Salaries 54.00 89.10 89.10 37.80 60.55
Contribution to 6.48 11.07 11.07 4.20 7.24
Provident Fund and
Superannuation Fund
Perquisites 1.66 1.72 1.51 0.30 1.60
Commission on Profit 105.88 97.29 53.22 - -
5. Computation of Managerial Commission

Computation of Net Profit in accordance with Section 198(1) & 349 of the Companies Act, 1956
(Rs. Lakhs)
31, 2008 31, 2007 31, 2006 30, 2005
Profit Before Tax as 5194.87 4769.38 2528.82 - -
per Profit & Loss A/c
Add: Loss on sale of 102.38 95.96 121.15 - -
Assets / Assets Lost
Add: Managing and 168.02 199.18 154.90 - -
Whole time
Director's
remuneration &
159
commission
Less: Employee - 67.69 - - -

Benefits debited to
General Reserves
Less: Profit on sale 65.24 35.16 5.74 - -
of Assets
Net Profit before 5400.03 4961.67 2799.13 - -
Managerial
Remuneration
Less: Managerial 105.88 97.29 53.22 - -
Commission
Net Profit as per 5294.15 4864.38 2745.91 - -
section 198 of the
Companies Act, 1956
Aggregate of 105.88 97.29 53.22 - -
Commission @ 1%
each of Net Profit to
Mr. Hemant Modi
and Mr. Suhas Joshi
Note:- For the period ended on March 31, 2006 and September 30, 2005 since no
commission was payable to Directors, computation is not given.
6. Payment to Auditors
(Rs. Lakhs)
31, 2008 31, 2007 31, 2006 30, 2005
Audit Fees 20.96 16.85 5.61 3.99 4.96
Taxation matters 5.76 3.90 3.70 4.15 6.37
Company Law 1.65 - - - -
matters
For Certification 5.92 3.43 4.30 0.19 0.36
and Other Services
Reimbursement of 1.70 1.28 0.22 0.51 0.46
Expenses
7. Deferred Tax Liabilities / (Assets)

(Rs. Lakhs)
2009 31, 2008 31, 2007 31, 2006 30, 2005
Deferred Tax
Liabilities
Depreciation 1179.95 1197.29 995.51 938.52 978.92
(A) 1179.95 1197.29 995.51 938.52 978.92
Deferred Tax Assets
160
Unabsorbed - - - 383.33 383.33
Depreciation
Business Loss to be - - - 575.79 691.33
carried forward to
next period
Others 409.94 57.72 162.51 - -
(B) 409.94 57.72 162.51 959.12 1074.66
Net Deferred Tax 770.01 1139.57 833.00 (20.60) (95.74)
Liabilities/(Assets):
(A-B)
Recognition of Deferred Tax Asset for Unabsorbed Depreciation and Business Loss to be
carried forward
For the period ending March 31, 2006 and September 30, 2005, Deferred Tax Assets has been
recognised in respect of unabsorbed depreciation and business loss incurred during the year.
Considering the current order backlog, the management of the Company expects reasonable
certainty of earning.
Change in Tax rates
For the period ending September 30, 2005 net deferred tax liability recognized in earlier
periods have been written back in the current period by Rs 32.83 Lakhs due to decrease in tax
rate from 35.875 % to 33.660%. The resulting decrease in net deferred tax liability is credited
to the Profit & Loss Account.
8. RELATED PARTY DISCLOSURE
(A) Particulars of Subsidiary / Joint Ventures / Associate Companies / Associate Firm
(1) JMC Mining and Quarries Ltd. - Wholly Owned

Subsidiary Company
(5) JMC – Taher Ali JV - Joint Venture
Pvt. Ltd.)
161

Director
March 31, 2008)
January 30, 2006)

Subsidiary Company
(Rs. Lakhs)
31, 2008 31, 2007 31, 2006 30, 2005
1 Purchase of Materials / 250.31 148.75 136.98 67.84 280.48
Assets (Inclusive of
Transportation Charges)
2 Rent Received - - 2.76 7.65 26.40
3 Rent Paid - - 4.68 - -
4 Guarantees Given 151.07 151.07 151.07 79.10 79.10
included in Loans (Assets)
6 Outstanding balance 24.40 - 8.32 35.16 23.23
included in Current
Liabilities
162
(Rs. Lakhs)
31, 2008 31, 2007 31, 2006 30, 2005
1 Purchase of Materials/Assets 60.44 1185.09 2521.00 - -
2 Rent Received 0.69 0.76 - - -
3 Rent Paid 72.43 60.50 57.31 - -
4 Reimbursement of expenses 17.06 128.87 16.51 - -
(Paid)
5 Loans / deposits received 5000.00 1150.00 1230.00 - -
during the year / period
6 Loans / deposits given / 5201.56 1389.30 1701.89 - -
repaid during the year /
period
included in Debtors
included in Unsecured Loans
included in Current
Liabilities
10 Interest paid 196.74 20.11 50.67 - -
11 Dividend Paid 322.68 135.60 - - -

(Rs. Lakhs)
31, 2007 31, 2006 30, 2005
1 Managerial 168.02 199.18 154.90 42.30 69.39
Remuneration
2 Loans / deposits received - - 60.64 - 524.81
3 Loans / deposits given / - 39.75 510.85 41.26 100.49
period
included in Unsecured
Loans
5 Fixed Deposits matured - 1.00 3.75 2.75 3.75
and renewed during the
year / period
during the period / year
7 Interest paid - 0.28 0.42 0.17 0.77
163
8 Dividend paid 27.47 10.80 - - -

(Rs. Lakhs)
31, 2007 31, 2006 30, 2005
1 Purchase of 72.53 20.90 1.43 - -
Materials/Assets
Received
3 Contract Charges Paid - - - - 60.19
5 Income earned on Services - - 60.00 33.05 0.74
rendered
6 Rent / Professional fees 41.58 46.41 61.36 47.12 70.20
Paid
Expenses (Received)
8 Loans / deposits received - - - 674.64 1649.00
9 Loans / deposit given / - 30.90 - 672.36 997.00
period
included in Debtors
included in Loans (Assets)
included in Unsecured
Loans
included in Current
Liabilities
14 Interest income 11.22 9.11 2.80 - -
15 Interest paid - - - 44.84 62.69
16 Share of Profit in Joint 296.43 90.52 - - -
Venture
Venture
9. Disclosure as per Accounting Standard 7- ‘Construction Contracts’

(Rs. Lakhs)
year ended year ended year months months
31, 2009 31, 2008 March March September
31, 2007 31, 2006 30, 2005
164
(1) Amount of contract 130898.53 91498.18 50021.29 14199.62 35023.75
revenue recognised as
revenue in the period /
year
(2) Disclosure in respect of
contracts in progress at the
reporting date
( Refer Note 1)
(a) Contract costs incurred 274625.68 114316.93 41718.95 15912.92 14116.19
and recognised profit less
recognised losses up to the
reporting date
(b) Advances received 12215.14 10951.26 9067.04 4561.39 2040.34
(c) Retention amount 6964.60 5431.45 1669.82 842.84 406.91
(3) Amount Due from 1339.75 1531.21 697.63 317.14 305.74
Customer for Contract
Work
Note:-
1. The information in point no. (2) above is provided only in respect of contracts received on or
after April 01, 2003 and remained incomplete on Balance Sheet date.
2. The information for the period ended on March 31, 2008, March 31, 2007, March 31, 2006 and
March 31, 2009.
10. Lease Transactions
The Company's significant leasing/licensing arrangements are mainly in respect of

residential/office premises and equipments (operating lease). The aggregate lease rental payable
on these leasing arrangements and hire charges are charged as Rent & Hire charges as
mentioned below.
(Rs. Lakhs)
year ended year year ended months months
on March ended on on March ended on ended on
31, 2009 March 31, 2007 March 31, September
31, 2008 2006 30, 2005
Rent & Hire Charges 907.70 572.75 230.65 117.92 152.54
These leasing arrangements are for a period not exceeding 5 years and are in most cases
renewable by mutual consent on mutually agreeable terms. Future lease rentals payable in
respect of assets on lease for not later than 1 years and for later than 1 year but not later than 5
years is as follows:
(Rs. Lakhs)
Future minimum lease As at As at As at As at As at
payments under March 31, March March March September
165
cancelable / non - 2009 31, 2008 31, 2007 31, 2006 30, 2005
cancelable Operating
Lease
a. Not later than one year 0.00 5.94 7.76 - -
b. Later than one year and 1301.03 367.50 13.30 39.30 21.78
not later than 5 years
11. Segmental Reporting
The Management of the Company recognizes and monitors "Construction" as the only business
segment.
12. Quantitative Particulars
For the period ended on March 31, 2009 and March 31, 2008, as the RCC pipes manufactured in
the plant, are being used for captive consumption of the Company in its construction activities
only and since the Company is engaged in construction business, the provisions of Para 3 of Part
II of Schedule VI of the Companies Act, 1956 regarding quantitative details, are not applicable.
For the period ended on March 31, 2009, March 31, 2008, March 31, 2007, March 31, 2006 and
September 30, 2005, since the Company is engaged in construction activity, the provisions of
Para 3 of Part II of Schedule VI of the Companies Act, 1956 regarding quantitative details, are
not applicable to the Company.
13. Joint Ventures
The Company has entered into consortium Joint Venture named JMC-Associated JV, JMC-
sharing arrangement. The revenue for work done is accounted in accordance with the accounting
policy followed by the Company as that of independent contractor to the extent work is
executed.
Name of the Joint Venture Name of the Joint Venture Method of Share of
Member Accounting Interest
Aggrawal - JMC JV Dineshchandra Aggrawal Percentage of 50%
Infracon Pvt. Ltd. Completion
JMC - Sadbhav JV Sadbhav Engineering Ltd. Percentage of 50.50%
Completion
166
(Rs. Lakhs)
Aggarwal - JMC JV JMC - Sadbhav JV
Particulars For the year ended For the year ended on
on March 31, 2009 March 31, 2009
% of Holding 50.00% 50.50%

Assets 2161.90 967.10
Income 8961.32 425.55
The Company has entered into consortium Joint Venture named JMC-Associated JV, JMC-
sharing arrangement. The revenue for work done is accounted in accordance with the
accounting policy followed by the Company as that of independent contractor to the extent
work is executed.
The list of Joint Venture entities
Name of the Joint Name of Joint Method of Share of

Venture Venture Member Accounting Interest
Aggrawal – JMC JV Dineshchandra Percentage of 50%
Aggrawal Infracon Completion
Pvt. Ltd.
JMC – Sadbhav JV Sadbhav Engineering Percentage of 50.50%
Ltd. Completion
(Rs.Lakhs)
Particulars Aggarwal - JMC JV JMC - Sadbhav JV
For the year ended For the year ended

on March 31, 2008 on March 31, 2008
% of Holding 50.00% 50.50%
Assets 1284.30 994.40
Income 7757.60 169.50
167
The Company has entered into joint venture with Associated Environmental Engineers Pvt.
Ltd. in respect of execution of a contract. The Company's share of interest in the Joint
Venture is 51%. The Joint Venture has no independent assets and liabilities except for Trade
Receivables from client and Payables to the venture partners in respect of work executed by
them in their respective capacities. Due to non-availability of the site by the client, the work
was suspended for more than 3 years. As there was no transaction for this project during last
two accounting periods, no share of Profit /(Loss) for the period is considered in the financial
statement.
The Company has also entered into joint venture with M/s. Dineshchandra R Aggrawal
Infracon Pvt. Ltd. for the execution of the road project awarded by the NHAI. For the
financial year 2005-06, there was a loss in the joint venture entity named Aggrawal-JMC JV.
As the accounts of the joint venture for the financial year 2005-06 was not finalized till
finalization of accounts for the period ended March 31, 2006, the share of loss to the extent of
Rs. 11.26 lakhs was considered in the financial statement of JMC Projects (India) Ltd. in the
financial year 2006-07. Further, proportionate consolidation was also not considered as
jointly controlled entity was formed with a view to subsequent disposal in near future.
Considering the size and facts stated, it falls in the exceptions for proportionate consolidation
as per Para 29 of Accounting Standard 27- ‘Financial Reporting of Interests in Joint
Ventures’.
For the 6 months ended on March 31, 2006
The Company has entered into joint venture with Associated Environmental Engineers Pvt.
Ltd. in respect of execution of a contract. The Company's share of interest in the Joint
Venture is 51%. The Joint Venture has no independent assets and liabilities except for Trade
receivables from client and Payables to the venture partners in respect of work executed by
them in their respective capacities. The Company has recognized share of loss in JV Firm to
the extent of 51 % i.e. Rs. 0.15 Lakhs during 6 months ended on March 31,2006.The
cumulative loss incurred by the JV Firm upto F.Y.2004-05 of Rs. 2.15 Lakhs is considered in
Financial statement of JMC Projects ( India ) Ltd up to March 31, 2006. Due to non-
availability of the site by the client, the work was suspended for more than 2 years.
The Company has also entered into joint venture with M/s. Dineshchandra R Aggrawal
Infracon Pvt. Ltd. for the execution of the road project awarded by the NHAI. The
Company’s share of profit / (loss) in the Joint Venture is 50%. No share of profit / (loss) for
the period is considered in the financial statement. Further, proportionate consolidation was
also not considered as jointly controlled entity was formed with a view to subsequent disposal
in near future. Considering the size and facts stated, it falls in the exceptions for proportionate
consolidation as per Para 29 of Accounting Standard 27- ‘Financial Reporting of Interests in
Joint Ventures’.
168
14. The disclosure in respect of Provision for Defect Liability Period Expenses is as under:
(Rs. Lakhs)
For the For the For the For the 6 For the 18
31, 2009 March March March 31, September
31, 2008 31, 2007 2006 30, 2005
Carrying amount at the 1267.05 679.94 338.64 261.04 0.00
beginning
Add : Provision during the 980.85 687.01 376.92 105.40 264.68
period
Less : Reversal of 181.85 74.90 20.43 13.00 0.00
Provision
Less : Utilisation during 28.47 25.00 15.19 14.80 3.65
the year
Carrying amount at the 2037.58 1267.05 679.94 338.64 261.04
end
15. Additional information pursuant to the provision of Part II Schedule VI of the Companies Act, 1956.
(Rs. Lakhs)
31, 2008 31, 2007 31, 2006 30, 2005
A. Value of imports
Calculation on CIF
Basis :
- Capital Goods 930.86 770.99 70.24 4.40 46.62
-Materials 2017.06 1519.79 - 60.40 54.48
B. Expenditure in Foreign
Currencies
- Subscription - - - - -
- Traveling - 11.38 3.15 0.50 2.33
- Interest 133.36 138.22 186.19 118.20 283.14
Note:
The information for the period ended on March 31, 2008, March 31, 2007, March 31, 2006 and
March 31, 2009.
16. For the period ended on March 31, 2009 and March 31, 2008, Provision of Income Tax is made
after considering depreciation, deduction and allowances allowable under Income Tax
Regulations.
For the period ended on March 31, 2007, the Company has made Provisions for Minimum
Alternate Tax (MAT) of Rs.113.10 lakhs. Considering the future expected benefits, the
169
Company has recognised Rs.80.60 lakhs as MAT entitlement credit representing excess of MAT
provision over current tax.
Since there is no taxable income and tax liability due to loss or carried forward allowances for
the period ended on March 31, 2006 and September 31, 2005, no provision for Income Tax was
required to be made in the books of accounts.
17. In the opinion of the management, the balances shown under sundry debtors & loans &
advances have approximately the same realisable value as shown in accounts.
18. The Management is of the opinion that as on the Balance sheet date, there are no indications of a
material impairment loss on Fixed Assets. Hence, the need to provide for impairment loss does
not arise.
19. Retirement Benefits
A. Defined contribution plan
The Company made contribution towards Provident Fund and Superannuation fund to
Defined Contribution Retirement Benefit Plans for qualifying employees. The Provident
Fund Plan is operated by the Regional Provident Fund Commissioner and the
Superannuation Fund is administered by the LIC. Under the schemes, the Company is
required to contribute a specified percentage of payroll cost to the Retirement Benefit
Schemes to fund the benefits.
B. Defined benefit plan
The Company made annual contributions to the Employee's Group Gratuity Cash
Accumulation Scheme of the Life Insurance Corporation of India, a funded benefit plan for
qualifying employees. The scheme provides for lump sum payment to vested employees at
retirement, death while in employment or on termination of employment of an amount
equivalent to 15 days salary payable for each completed year of service or part thereof in
excess of six months. Vesting occurs upon completion of five years of service.
The present value of the defined benefit obligation and the related current service costs
were measured using the projected unit credit method as per Actuarial valuation carried out
at Balance Sheet date.
The following table sets out the funded status of the Gratuity Plan and the amount
recognised by the Company's financial statements as at March 31, 2009.

2008-09
I Change in benefit obligations:
Projected benefit obligation, beginning of the year 299.50
Service cost 105.22
Interest cost 23.96
Actuarial gain (51.65)
Benefits paid (9.98)
170
II Projected benefit obligation, end of the year 367.05
Change in plan assets
Fair value of plan assets, at the beginning of the
year 95.98
Expected return on plan assets 7.68
Employer's contribution 85.86
Benefit paid (9.98)
Actuarial gain 8.52
III Fair value of plan assets, end of the year 188.07

Net gratuity cost for the year ended
Service cost 105.22
Interest of defined benefit obligation 23.96
Expected return on plan assets (7.68)
Net actuarial gain recognised in the year (60.17)
IV Net gratuity cost 61.33

Actual Return on plan assets 16.20
Assumption used in accounting for the gratuity
plan:
Discount rate 8.00 %
Salary Escalation rate 7.00 %
Expected rate of return on plan assets 8.00 %
V Amount recognised in the Balance Sheet

Liability at the end of the year 367.05
Fair Value of Plan Assets at the end of year 188.07
Amount to be recognised in Balance Sheet 178.98
Less : Paid to LIC on March 31, 2009 0.00
Amount as liability in Balance Sheet 178.98
VI Transitional Liability
As per Accounting Standard 15 Transitional
liability as on April 1, 2008 areas comes as under
Obligation as on April 1, 2008 0.00
Less Value of plan assets as on April 1, 2008 0.00
Balance Transitional Gratuity liability as on April 0.00
1, 2008
Transitional Gratuity liability net of tax charge to 0.00
General Reserve
Since Accounting Standard 15 - ‘Employee Benefits (Revised 2005)’ came into effect from
April, 2007. Hence, no disclosure is provided for the period ended on March 31, 2007,
March 31, 2006 and September 30, 2005.
20. Employees Stock Option
The Company implemented the ‘Employee Stock Option Scheme 2007’ (ESOP) pursuant to the
171
Company granted 6,00,000 Employee Stock Options exercisable into 6,00,000 Equity Shares of
Rs. 10/- each, to eligible employees at a price of Rs. 217/- per share being 20% discount on the
market price of Rs. 272/- prevailing on the date prior to the date of the meeting on July 21, 2007
of Remuneration Committee duly authorized, in which the ESOP were granted. Such discount of
Rs.55/- per share on 6,00,000 Equity Shares aggregating to Rs.330 Lakhs is amortised in 48
months on straight line basis as per the Accounting Policy prescribed by SEBI under “Employee
Stock Option Scheme and Employee Stock Purchase Scheme” Guidelines, 1999 and
consequential sum of Rs. 55 Lakhs and Rs. 58.86 Lakhs for the period ended on March 31, 2008
and March 31, 2009 respectively charged to the Profit & Loss Account. The options would vest
after a period of one year but not later than five years from the date of grant.
The details of activity under ESOP have been summarized below:
Sr. Particulars Number of Options

No.
2008 – 09 2007 – 08
A Outstanding at the beginning of the year 5,95,000 0
B Add: Granted during the year 0 6,00,000
C Less: Forfeited during the year 0 0
D Less: Exercised during the year 0 0
E Less: Expired during the year 98,137 5,000
F Outstanding at the end of the year 4,96,863 5,95,000
G Unvested at the end of the year 4,12,859 5,95,000
H Exercisable at the end of the year 84,004 0
I Weighted average fair value for each options granted on the 126.57 126.57
date of grant (Rs.)
Since Employee Stock Option was not in existence during period ended on March 31, 2007,
March 31, 2006 and September 30, 2005, no such disclosure is applicable.
21. Micro & Small Enterprises
The Management has initiated the process of identifying enterprises which have provided goods
& services to the Company and which qualify under the definition of Micro and Small
Enterprises, as defined under Micro, Small and Medium Enterprises Development Act, 2006.
Accordingly, the disclosure in respect of the amounts payable to such enterprises has been made
in the financials statements based on information received and such amount outstanding as on
March 31, 2008 and March 31, 2009 from Micro and Small Enterprises is Nil in both the years.
Further, in the view of the management, the impact of interest, if any, that may be payable in
accordance with the provisions of the Act is not expected to be material.
Micro, Small and Medium Enterprises Development Act, 2006 was not in existence during
period ended on March 31, 2006 and September 30, 2005, no such disclosure is provided.
22. Compliance of clause 32 of Listing Agreement
The Company has given loan to JMC Infrastructure Ltd., an associate, having no repayment
schedule and outstanding balance are as under:-
172
(Rs. Lakhs)
2009 31, 2008 31, 2007 31, 2006 30, 2005
Outstanding Balances 120.50 96.90 63.45 14.33 15.24
included in Loans &
Advances.
Note: The information for the period ended on March 31, 2008, March 31, 2007, March 31,
2006 and September 30, 2005 is included to bring it in line with the information for the period
ended on March 31, 2009.
23. Interest Income comprises of :

(Rs. Lakhs)
Year Year Year months months
2009 31, 2008 31, 2007 31, 2006 30, 2005
Margin money with banks 65.15 171.26 83.70 22.98 35.58
Loans to Associate 11.22 9.11 2.80 - -
Client's Account 5.21 13.43 3.63 2.13 2.99
Others 48.08 21.63 3.86 6.33 11.52
TOTAL 129.66 215.43 93.99 31.44 50.09
Note:
The information for the period ended on March 31,2008, March 31,2007, March 31,2006 and
September 30,2005 is included to bring it in line with the information for the period ended on
March 31,2009.
24. Earnings Per Share
31, 2009 31, 2008 31, 2007 31, 2006 30, 2005
a. Profit / (Loss) for 3498.87 2928.58 1605.47 131.49 (1156.98)
EPS (Rs. Lakhs)
b. Weighted average 18140290 18140290 14695932 12081030 6756321
number of Equity
Shares used in
computing Basic
EPS
c. EPS (Basic) (Rs.) 19.29 16.14 10.92 1.09 (17.12)
(a/b)
173
d. Profit / (Loss) for 3498.87 3071.59 1605.47 131.49 (1156.98)
calculation of
Diluted EPS (Rs.
Lakhs)
e. Weighted average 18140290 19364256 14695932 12081030 6756321
number of Equity
Shares used in
computing Diluted
EPS
f. EPS (Diluted) 19.29 15.86 10.92 1.09 (17.12)
(Rs.) (d/e)
(iv) On September 09, 2005, Company had issued an allotted 46,46,493 detachable warrants
simultaneously with the equity shares to the shareholders on Right basis. These warrants
were convertible into equity share in the ratio of 1 equity share for 2 warrants at the option of
the holders from September 09. 2006 till March 08, 2007 at a price which is at a discount of
10% to the average daily closing market price of the shares during the 3 calendar months
immediately preceding the month in which the warrant conversion is exercised.
As there is no fixed exercised price of said warrants and the same as explained, is at average
fair value, they are assumed to be neither dilutive nor anti dilutive and therefore the
calculation as to dilutive EPS is not applicable under Accounting Standard 20- ‘Earnings Per
Share’.
(v) The positions and explanations are the same as in (i) above for such options as on period
ended March 31, 2006 and therefore they are assumed to be neither dilutive nor anti dilutive
and therefore under Accounting Standard 20- ‘Earnings Per Share’ the calculation as to
dilutive EPS is not applicable.
(vi) During the financial year 2008-09, as per the terms of the issue, the Optionally Convertible
Preference Share (OCPS) holders had an option to convert the OCPS into Equity Shares
before December 11, 2008. However, none of the holders exercised this option and the same
has been converted into 6% Non Cumulative Redeemable Preference Shares on December
11, 2008. There being no option available on March 31 2009, the question of dilution under
Accounting Standard – 20 “Earning Per Share” for OCPS does not arise and the Option
available under ESOP coming to anti dilution, the diluted EPS remains same as basic EPS.
25. Depreciation
For the period ended on March 31, 2009, the Company has charged the rates of depreciation on
some of Office Equipments from 4.75% and 6.33% to 12.50% considering the useful life based
on technical evaluation by the management. Due to this the Company has charged additional
depreciation of Rs. 8.90 Lakhs to the Profit & Loss Account of the current year and
consequently the Profit for the year is lower to that extent.
For the period ended on March 31, 2008, the Company has changed the rates of depreciation on
vehicles / heavy vehicles from 9.5% to 15% and on the roofing sheets from 6.33% to 12.5% as
applicable to general plant & machinery considering the useful life based on technical
evaluation by the management. Due to this the Company has charged additional depreciation of
Rs. 60.70 lakhs in the Profit & Loss Account of the financial year 2007-08 and consequently the
profit for the year is lower to that extent.
174
For the period ended on March 31, 2006, the Company has revised estimated useful life of new
plant and machineries and has started charging depreciation at the accelerated rate on such assets
purchased during the period. This has resulted into additional depreciation charge of Rs.8.33
lakhs and the profit for the period is reduced to that extent.
For the period ended on September 30, 2005, the depreciation on the tangible assets has been
provided at the rates and in the manner prescribed in schedule XIV of the Companies Act, 1956
on straight line basis.
26. The Company had allotted 12,50,000 6% Optionally Convertible Preference Shares (OCPS) of
Rs.202/- each on June 11, 2007 to the promoters on preferential basis with an option to convert
the same into Equity Share of Rs.10/- each at a premium of Rs. 192/- per share before December
11, 2008. As the holders of these OCPS did not exercise their option before December 11,
2008, the OCPS has been converted into 6% Non Cumulative Redeemable Preference Shares
(NCPS) of Rs. 202/- each on December 11, 2008.
27. During the period ended September, 2005, the Company has issued and allotted 69,69,825 fully
paid Equity Shares of Rs. 10/- each for cash at a premium of Rs. 35/- per Equity Share at an
issue price of Rs. 45/- per Equity Share aggregating to Rs. 3136.42 lakhs on right basis along
with detachable warrants. The utilisation of the fund raised through Right Issue upto March 31,
2006 is as under :
(Rs. Lakhs)
Particulars Proposed Actual
New office Premises 165.00 164.32
Purchase of Capital Equipments 900.00 634.15
Repayment of Debts 1035.00 1038.54
Reduction in working capital 985.00 981.46
Issue Expenses 51.42 39.68
Unutilised Balance
Balance in Cash Credit Account with banks 278.27
Total 3136.42 3136.42
28. Pursuant to the retrospective amendment (with effect from December 7, 2006) to the Accounting
standard (AS 11) on "Effects of Changes in foreign exchange rates" vide GSR notification 225
(E) dated March 31, 2009, the Company has capitalised the exchange rate variation of Rs. 91.52
Lakhs for the current year and the impact of depreciation thereon being Rs. 4.16 Lakhs has been
charged to the Profit and Loss Account of the current year. The Company has also capitalised
the exchange variation loss of Rs. 5.32 Lakhs for the financial year 2007-08 and the
corresponding adjustment has been given in General Reserve. Depreciation on fixed assets
relating to above amounting to Rs. 0.66 Lakhs has also been charged to current year's Profit and
Loss Account.
29. Share Warrants
The Company had allotted 46,46,493 detachable warrants on September 9, 2005 to the
shareholders pursuant to the Rights Issue of the Company vide its Letter of Offer dated June 20,
2005. These warrants were optionally exercisable by the warrant holders for a period of six
months starting from September 9, 2006 to March 10, 2007.
175
Out of the above warrants, 3,754,730 warrants were converted into 1,877,365 Equity Shares of
Rs. 10/- during the exercise period. At the end of the exercise period there were 891763
unexercised warrants which lapsed.
30. Audited statement of accounts ended on September 30, 2005 and March 31, 2006 being for 18
months and 6 months respectively, the word "period ended" is used instead of year and/ or
period.
31. Previous year figures have been regrouped and/or rearranged wherever considered necessary.
base and corresponding changes are made in the other years/periods, wherever necessary.
176
ANNEXURE V
STATEMENT OF CAPITALISATION
(Rs. Lakhs)
Particulars Pre-Issue as at Post – Issue
March 31, 2009
Borrowings
Short - term debt 12627.64 12627.64
Long - term debt 7016.19 7016.19
Total Debts 19643.82 19643.82
Shareholders' Funds
Share Capital
Equity Share Capital 1814.03 2176.84
Preference Share Capital 2525.00 NIL
Reserves and Surplus 16015.60 19643.66
Less:
Profit & Loss Account (Debit Balance) - -
Miscellaneous Expenditure to the extent not
written off 159.41 159.41
Total Shareholders Funds 20195.22 21661.09
Long Term Debt / Equity Ratio 0.40 0.32
Note: Debt exceeding 12 months is considered as long term debt.
Long term debt / Equity ratio = Long term debt / (Equity share capital (+) Reserves and
Surplus (-) Miscellaneous expenditure to the extent not
written off)
177
ANNEXURE VI
STATEMENT OF ACCOUNTING RATIOS, AS RESTATED
(Rs. Lakhs)
ACCOUNTING For the For the For the For the 6 For the 18
RATIO year ended year ended year ended months months
March 31, March 31, March 31, ended ended
2006 30, 2005
Basic
Profit / (Loss) for (A) 3498.87 2928.58 1605.47 131.49 (1156.98)
EPS (Rs. Lakhs)
Weighted average (B) 18140290 18140290 14695932 12081030 6756321
number of Equity
Shares outstanding
during the period
Basic Earnings Per (A/B) 19.29 16.14 10.92 1.09 (17.12)
Share (Rs.)
Diluted
Profit / (Loss) for (C) 3498.87 3071.59 1605.47 131.49 (1156.98)
calculation of Diluted
EPS (Rs. Lakhs)
Weighted average (D) 18140290 19364256 14695932 12081030 6756321
number of Equity
Shares outstanding
during the period
Diluted Earnings Per (C/D) 19.29 15.86 10.92 1.09 (17.12)
Share (Rs.)
Net Profit (Rs.) (E) 3676.11 3071.59 1605.47 131.49 (1156.98)
Net Worth (Rs.) (F) 20195.22 17053.54 12371.18 3722.49 3590.99
Return on Net Worth (E/F) 18.20 18.01 12.98 3.53 (32.22)
(%)
No. of Equity Shares (G) 18140290 18140290 18140290 11616375 11616375
Outstanding at the end
of the period
Net Asset Value Per (F/G) 111.33 94.01 68.20 32.05 30.91
Share (Rs.)
DEFINITIONS:
EPS = Net profit after tax, as restated, attributable to equity shareholders
Weighted average number of Equity Shares outstanding during the period
Return on Net Worth = Net profit after tax, as restated X 100
Net Worth as restated at the end of the period
Net Asset Value per Share = Net Worth, as restated, at the end of the period
Number of Equity Shares outstanding at the end of the period
178
ANNEXURE VII
STATEMENT OF DIVIDEND DECLARED
For the For the For theFor the 6 For the 18

year ended year ended year endedmonths months
March 31, March 31, March 31, ended ended
2006 30, 2005
Equity Shares (Nos.) 18140290 18140290 18140290 11616375 4646550
Face Value (Rupees) 10 10 10 10 10
Paid up value per share 10 10 10 10 10
(Rupees)
Rate of Dividend ( % ) 20 20 10 - -
Total amount of Dividend on 362.81 362.81 181.40
Equity shares (Rs. Lakhs)
Tax on Dividend (Rs. Lakhs) 61.66 61.66 30.83 - -
Preference Shares (Nos.) 1250000 1250000 - - -
Face value ( Rupees) 202 202 - - -
Paid up value per share 202 202 - - -
(Rupees)
Rate of Dividend ( % ) 6 6 - - -
Total amount of Dividend on 151.50 122.24 - - -
Preference Shares (Rs. Lakhs)
Tax on Dividend (Rs. Lakhs) 25.75 20.77 - - -
179
ANNEXURE VIII
STATEMENT OF OTHER INCOME, AS RESTATED

(Rs. Lakhs)
Particulars For theFor the For the For the 6 For the 18
31, 2008 31, 2007 31, 2006 30, 2005
Profit Before Tax 5194.87 4769.38 2528.82 224.81 (1773.89)
20% of Net Profit Before 1038.97 953.88 505.76 44.96 (354.78)
Tax
Other Income for the 1045.84 564.16 173.45 131.40 468.12
Year
Other Income Details
Recurring, From
Business Activities
Miscellaneous receipts 356.06 121.38 26.42 53.45 103.93
Share of profit in J V 296.43 90.52 - - -
Rentals on Machineries 0.69 0.76 2.96 41.60 127.52
Insurance Claim 128.05 113.01 20.32 - -
Subtotal 781.23 325.67 49.70 95.05 231.45
Non Recurring, From

Business Activities
Profit on Sale of Assets 13.43 - - - 186.17
(Net)
Bad debts recovered - 4.13 - - -
Liabilities Written Back 121.36 15.52 29.55 4.91 -
Subtotal 134.79 19.65 29.55 4.91 186.17
Income from
Investment Activities
Dividend 0.17 3.41 0.21 - 0.41
Interest 129.66 215.43 93.99 31.44 50.09
Subtotal 129.83 218.84 94.20 31.44 50.50
Total Other Income 1045.84 564.16 173.45 131.40 468.12
180
ANNEXURE IX
STATEMENT OF CONTINGENT LIABILITIES, AS RESTATED

(Rs. Lakhs)
2009 31, 2008 31, 2007 31, 2006 30, 2005
(Refer Note no. 3)
assistance &
performance in favour
of Subsidiary Company
to bank & others.
respect of performance
of contracts of Joint
Venture entities in
which company is one
of the members.
Company not
(Refer note 1 & 2)
filed against the
sub-contractors/ Others
notices issued against
the company by
suppliers/ sub-
contractors
Total 18082.79 20315.94 7003.31 618.59 618.87
Note:
raised claims on clients against which counter claims have been raised by the clients, excess of
counter claims raised by the client over the amount of claims raised by the Company are only
2. For the period ended on March 31, 2007, March 31, 2006 and September 30, 2005, claim against
181
effective from April 1, 2004. Bank Guarantees other than performance guarantees and bid
guarantees are considered as contingent liabilities. For Bank Guarantees pertaining to performance
guarantees and bid guarantees, the outflow of resources is considered remote by the management
and therefore the same are not required to be disclosed in other periods
182
ANNEXURE X
STATEMENT OF UNSECURED LOANS, AS RESTATED
Name of the Lender Balance as Rate of Repayment Schedule

at March Interest
31, 2009
(Rs. Lakhs)
FIXED DEPOSITS
Fixed Deposits – Public/Share holders 160.41 8% - 9.50% Within 1 Year
Sub Total 160.41
SHORT TERM LOAN
Commercial Paper 2000.00 10.45% Repayment after 179 days
from the date of borrowings
Sub Total 2000.00
Grand Total 2160.41
183
ANNEXURE XI
STATEMENT OF SECURED LOANS, AS RESTATED

(Rs. Lakhs)
March
31, 2009
1 Indian Bank Working 2087.50 910.39 11.75% Renewed on As per Note (1)
Demand
Loan
2 Karur Vyasya Working 1812.50 1229.68 12.75% Renewed on As per Note (1)
Bank Ltd. Capital yearly basis. mentioned below
Demand
Loan
3 Oriental Bank Working 6525.00 5895.24 11.75% Renewed on As per Note (1)
Of Commerce Capital yearly basis. mentioned below
Demand
Loan
4 State Bank Of Working 1900.00 1808.60 11.50% Renewed on As per Note (1)
India Capital yearly basis. mentioned below
Demand
Loan
5 Punjab Working 1087.50 696.71 11.75% Renewed on As per Note (1)
National Bank Capital yearly basis. mentioned below
Demand
Loan
6 Axis Bank Working 1087.50 14.44 13.00% Renewed on As per Note (1)
Demand
Loan
TOTAL 14500.00 10555.06
7 The bank of Term 4000.00 3885.70 11.75% Repayment As per Note (2)
Rajasthan Ltd. Loan from March mentioned below
2009 in 36
Installments
8 Standard Term 1000.00 504.07 12.40% Repayment As per Note (1)
Chartered Bank Loan in 36monthly mentioned below
Installments
starting from
the next
month of
disbursement
, 1st started in
Oct.-08
184
(Rs. Lakhs)
Sr. Name of the Facility Sanctio Balance Rate of Repayment Security
No Lender ned as at Interest Schedule
. March
31, 2009
9 Oriental Term 2700.00 2202.30 12.25% Repayment in As per Note
Bank Of Loan 16 equal (1) mentioned
Commerce quarterly below
Installments
commence
from quarter
ending March
– 2010
10 Indian Bank Term 600.00 139.47 12.25% Repayment in As per Note
Loan 16 equal (2) mentioned
quarterly below
Installments
commence
from quarter
ending March
- 2010
TOTAL 8300.00 6731.54
11 HDFC Bank Hire 32.14 5.90 6.25% 48 Hypothecation
Ltd. Purchase Installments of the
Loan of Rs.75464/- Underlying
each Assets - Car
each Assets - Car
each Assets - Car
each Assets - Car
each Assets - Car
each Assets - Car
each Assets - Car
185
each Assets - Car
each Assets – Car
each Assets - Car
each Assets - Car
each Assets - Car
each Assets - Car
each Assets - Car
each Assets - Car
each Assets - Car
each Assets - Car
each Assets - Car
each Assets - Car
186
each Assets - Car
each Assets - Car
each Assets - Car
each Assets - Car
each Assets - Car
each Assets - Car
each Assets - Tata
207
each Assets - Tata
207
each Assets - Car
each Assets - Car
each Assets - Car
each Assets - Car
187
each Assets - Car
each Assets -
Bolero jeep - 2
NOS.
each Assets -
Scorpio Jeep
each Assets - Car
each Assets - Car
each Assets - Car
each Assets - Car
each Assets - Car
each Assets - Car
51 ICICI Bank Hire 4.25 1.08 7.38% 48 Installment Hypothecation
Ltd. Purchase of Rs.10190/- of the
Loan each Underlying
Assets - Car
52 Kotak Hire 4.95 3.17 9.88% 36 Hypothecation
Mahindra Purchase Installments of the
Prime Ltd. Loan of Rs.15815/- Underlying
each Assets - Car
Prime Ltd. Loan of Rs.30135/- Underlying
each Assets - Car
188
Prime Ltd Loan of Rs.13087/- Underlying
each Assets - Car
55 Axis Bank Hire 4.20 3.79 11.50% 60 Hypothecation
Purchase Installments of the
each Assets - Car
56 Axis Bank Hire 7.30 6.68 11.50% 60 Hypothecation
Purchase Installments of the
each Assets -
Scorpio Jeep
57 Srei Hire 180.42 1.40 9.50% 57 Hypothecation
Infrastructur Purchase Installments of the
e Finance Loan payable Underlying
Ltd. monthly Assets -
Machinery
Machinery
Machinery
Machinery
Machinery
Machinery
Machinery
189
Machinery
Machinery
Machinery
TOTAL 721.22 196.81
GRAND 17483.41
TOTAL
Notes:
1. The term loans from banks are secured by first charge on specific plant & Machinery financed by
them.
2. Working capital facilities are secured in favour of consortium bankers, by way of first charge
against hypothecation of stocks, stock in process, store and spares, bills receivables, book debts
and other movables except 2nd charge on current assets and receivables in favour of a bank for
bank guarantee of Rs. 5000 Lakhs provided on behalf of Joint Venture in which the Company is
one of the member and except first charge over machineries and equipments financed by others
for term loans and further secured by second pari-passu charged on machineries and equipments
financed by others for term loans and first charge on the office premises of the Company.
3. Loan against vehicles / equipments are secured by way of charge on specific vehicles and
equipments.
190
ANNEXURE XII
STATEMENT OF LOANS & ADVANCES, AS RESTATED

(Rs. Lakhs)
2009 31, 2008 31, 2007 31, 2006 30, 2005
Advance recoverable in 1331.41 1255.19 370.60 425.69 412.50
cash or in kind or for value
to be received
Advances to related parties 415.76 204.28 72.96 25.96 19.24
Loans to employees 4.16 4.82 5.12 5.90 8.10
Security / Margin Money 555.61 763.89 601.64 295.64 244.06
Deposits
Advance Income Tax 1080.84 791.44 360.97 159.86 167.52
VAT / Entry Tax [ Net-off 783.63 366.26 198.13 172.33 172.71
Provision ]
Pre - Paid Expenses 2189.42 2370.67 1114.16 499.65 308.19
Other Current Assets 462.60 204.20 53.33 41.66 22.54
Accrued Income 55.76 11.01 9.01 27.76 22.43
Total 6879.18 5971.76 2785.92 1654.45 1377.29
Details of loans and advances given to related parties

(Rs. Lakhs)
Name of the Nature As at As at As at As at As at
Party March 31, March March March September
2009 31, 2008 31, 2007 31, 2006 30, 2005
JMC Mining & Subsidiary 0.00 18.60 0.00 0.00 0.00
Quarries Ltd. company
JMC Associate 119.26 96.92 63.46 14.33 15.24
Infrastructure Company
Ltd.
SAI Consulting Associate 0.00 4.03 4.03 4.03 4.00
Engineers Pvt. Company
Ltd.
J.M. Associate 5.47 5.47 5.47 3.88 0.00
Construction Firm
Aggrawal - Joint 291.03 79.26 0.00 3.72 0.00
JMC JV Venture
TOTAL 415.76 204.28 72.96 25.96 19.24
191
ANNEXURE XIII
STATEMENT OF DEBTORS, AS RESTATED
(Rs. Lakhs)
2009 31, 2008 31, 2007 31, 2006 30, 2005
(excluding retention money)
period not exceeding 6
months
Retention Money 7560.87 6914.68 3215.26 1565.26 1550.79
TOTAL 43194.77 26984.31 16745.53 8104.74 6921.78
Break-up of Sundry Debtors outstanding for more than six months
(Rs. Lakhs)
2009 31, 2008 31, 2007 31, 2006 30, 2005
but less than 12 months 4048.66 678.04 334.37 480.40 646.55
period exceeding 12
months but less than 18
months 859.41 460.21 584.34 382.97 239.64
period exceeding 18
months 299.67 118.29 163.37 110.69 141.81
period exceeding 24
months 92.72 219.85 209.17 139.18 267.95
period exceeding 30
months 193.09 19.00 48.61 273.16 556.94
period exceeding 36
months 862.51 602.72 1002.69 783.50 222.01
TOTAL 6356.04 2098.11 2342.55 2169.89 2074.90
192
Debtors includes receivable from JMC Infrastructure Limited – a related party as set out below:
(Rs. Lakhs)
Description As at As at As at As at As at
2009 31, 2008 31, 2007 31, 2006 30, 2005
period exceeding 6 months 13.68 13.68 13.68 13.68 13.68
TOTAL 13.68 13.68 13.68 13.68 13.68
Note: All debtors outstanding as on March 31, 2009, exceeding 36 months are good and
recoverable.
193
ANNEXURE XIV
STATEMENT OF TAX SHELTER, AS RESTATED

(Rs. Lakhs)
Assessment Year 2008-2009 2007-2008 2006-2007 2005-2006 2004-2005
Financial year 2007-2008 2006-2007 2005-2006 2004-2005 2003-2004
Profit / (Loss) as per books of 4769.38 2528.82 101.33 (1064..51) (633.86)
account
Tax rate (including surcharge) 33.99 33.66 33.66 36.93 35.88
(%)
Notional Tax Payable ( A ) 1621.11 851.20 34.11 (393.07) (227.40)
B) Permanent Difference
(I) Wealth Tax 0.62 0.59 0.25 0.28 0.27
(ii) Dividend (3.40) (0.21) (0.21) (0.21) (0.21)
(iii) Capital Gains/ Loss 60.80 115.41 26.22 (197.21) 18.42
(different treatment in Tax)
(iv) Donation 5.82 1.98 0.64 1.17 1.34
(v) Others (116.67) 36.88 (0.85) 14.78 0.13
(vi) Deferred Revenue 55.00 0.00 0.00 0.00 0.00
Expenditure - ESOP
(vii)Excess Income Tax Provision 0.00 0.00 0.00 0.00 (8.60)
of Previous years
(viii) Deferred Tax Provisions 0.00 0.00 0.00 (585.89) 0.00
Subtotal ( B ) 2.17 154.65 26.05 (767.08) 11.36
C) Timing Difference
(I) Difference in Book & Tax (473.02) (254.47) (47.39) (253.09) (221.21)
depreciation
(ii) Deferred revenue expenditure 0.00 0.00 0.00 0.00 2.60
(iii) Expenses u/s 43B 205.86 97.33 15.62 0.00 3.71
(iv) Pre-operative expenses and 0.00 0.00 0.00 0.00 0.00
Interest Capitalized claimed
as deduction
(v) Other Timing Difference (99.42) 238.43 173.23 93.49 0.00
Subtotal ( C ) (366.58) 81.29 141.46 (159.60) (214.90)
Net Adjustments (B+C) (364.41) 235.94 167.51 (926.68) (203.54)
Tax Burden / (Savings) thereon (123.86) 79.42 56.38 (342.18) (73.02)
(D)
Total Tax Burden / ( Savings ) 1497.25 930.62 90.49 (735.25) (300.42)
(A+D)
Tax Paid / Provision u/s 115JB 1170.63 213.55 0.00 0.00 0.00
Unabsorbed Depreciation and 0.00 0.00 0.00 (1990.98) (837.41)
Business loss
Notes:
1. The figures in the above statement are taken as per the Returns of Income filed.
2. Similar nature of deduction and allowances under Income Tax Act, 1961 are taken net.
3. Other differences include different nature of items of deduction and allowances are taken net.
4. As return of Income for financial year 2008-09 has not yet been submitted, the information for
the same is not presented.
194
ANNEXURE XV
STATEMENT OF RELATED PARTY TRANSACTIONS
(A) Particulars of Subsidiary / Joint Ventures / Associate Companies / Associate Firm
(1) JMC Mining and Quarries Ltd. - Wholly Owned Subsidiary

Company
(5) JMC – Taher Ali JV - Joint Venture
(Formerly known as Sheladia Associates & Consultants
(India) Pvt. Ltd.)

Director
March 31, 2008)
January 30, 2006)
195

5) Late Mrs. Malti Joshi - Mother of Mr. Suhas Joshi
6) Ms. Ami H. Modi - Daughter of Mr. Hemant Modi
Subsidiary Company
(Rs. Lakhs)
31, 2008 31, 2007 31, 2006 30, 2005
1 Purchase of Materials 250.31 148.75 136.98 67.84 280.48
/ Assets (Inclusive of
Transportation
Charges)
2 Rent Received - - 2.76 7.65 26.40
3 Rent Paid - - 4.68 - -
4 Guarantees Given 151.07 151.07 151.07 79.10 79.10
included in Loans
(Assets)
6 Outstanding balance 24.40 - 8.32 35.16 23.23
included in Current
Liabilities

(Rs. Lakhs)
31, 2008 31, 2007 31, 2006 30, 2005
1 Purchase of 60.44 1185.09 2521.00 - -
Materials/Assets
2 Rent Received 0.69 0.76 - - -
3 Rent Paid 72.43 60.50 57.31 - -
expenses (Paid)
5 Loans / deposits 5000.00 1150.00 1230.00 - -
received during the
year / period
196
6 Loans / deposits 5201.56 1389.30 1701.89 - -
the year / period
included in Debtors
included in
Unsecured Loans
included in Current
Liabilities
10 Interest paid 196.74 20.11 50.67 - -
11 Dividend Paid 322.68 135.60 - - -

(Rs. Lakhs)
31, 2007 31, 2006 30, 2005
1 Managerial 168.02 199.18 154.90 42.30 69.39
Remuneration
2 Loans / deposits - - 60.64 - 524.81
received during the
year / period
3 Loans / deposits - 39.75 510.85 41.26 100.49
the year / period
included in
Unsecured Loans
5 Fixed Deposits - 1.00 3.75 2.75 3.75
matured and renewed
during the year /
period
during the period /
year
7 Interest paid - 0.28 0.42 0.17 0.77
8 Dividend paid 27.47 10.80 - - -
197
(Rs. Lakhs)
Sr. Particulars For the For the For the For the 6 For the
No. year ended year ended year months 18
March 31, March 31, ended ended months
2009 2008 March March ended
31, 2007 31, 2006 Septemb
er 30,
2005
1 Purchase of Materials 72.53 20.90 1.43 - -
/ Assets
Received
Paid
5 Income earned on - - 60.00 33.05 0.74
Services rendered
fees Paid
Expenses (Received)
8 Loans / deposits - - - 674.64
received during the 1649.00
year / period
9 Loans / deposit given - 30.90 - 672.36
/ repaid during the 997.00
year / period
included in Debtors
included in Loans
(Assets)
included in
Unsecured Loans
included in Current
Liabilities
14 Interest income 11.22 9.11 2.78 - -
15 Interest paid - - - 44.84 62.69
Joint Venture
Venture
198
ANNEXURE XVI
STATEMENT OF INVESTMENTS
(Rs. Lakhs)
2009 31, 2008 31, 2007 31, 2006 30, 2005
(A) Investment in
Subsidiary Company
(Unquoted Long
Term)
JMC Mining and 50.00 50.00 50.00 50.00 50.00
Quarries Ltd.
5,00,000 Equity Shares
of Rs. 10/- each fully
paid up
(B) Investments in
Shares- (Unquoted
Long Term - Trade)
4,600 Equity Shares of 1.15 1.15 1.15 1.15 1.15
Rs. 25/- each of Nutan
Nagrik Sahakari Bank
Ltd.
TOTAL (Rs.) 51.15 51.15 51.15 51.15 51.15
199
ANNEXURE XVII
STATEMENT OF CURRENT LIABILITIES & PROVISIONS, AS RESTATED

(Rs. Lakhs)
2009 31, 2008 31, 2007 31, 2006 30, 2005
(A) Current Liabilities
Sundry Creditors 19051.06 12818.71 7729.41 4441.71 3460.74
Advances From Clients 12018.37 14865.46 6528.72 3005.92 65.81
Bills Payable 512.58 0.00 0.00 0.00 10.35
Payable under Letter of 1835.11 1749.88 172.22 0.00 0.00
Credit
Interest accrued but not due 13.27 39.96 12.45 19.65 76.52
Unclaimed Dividend 3.48 3.00 3.29 5.64 8.96
Unclaimed Matured Fixed 2.85 6.75 3.63 7.12 9.01
Deposits
Unclaimed Fixed Deposits 0.52 0.00 0.00 0.00 0.00
Interest
Unclaimed Share Application 0.43 0.43 1.73 0.00 0.00
Money
Other Liabilities 3796.68 2327.60 1247.24 656.93 541.21
VAT / Sales tax payable 807.70 535.89 249.38 208.28 171.37
TOTAL (Rs.) A 38042.05 32347.68 15948.07 8345.25 4343.97
(B) Provisions
Provision for Defect Liability 2037.58 1267.05 679.94 338.64 261.04
Period
Provision for Fringe Benefit 0.00 2.24 0.54 0.00 0.00
Tax (Net of Advance)
Proposed Dividend on 75.75 75.75 0.00 0.00 0.00
Preference Shares
Proposed Dividend on Equity 362.81 362.81 181.40 0.00 0.00
Shares
Corporate Tax on Proposed 61.66 61.66 30.83 0.00 0.00
Dividend on Equity Shares
Corporate Tax on Proposed 12.87 12.87 0.00 0.00 0.00
Dividend on Preference Shares
Provision for leave encashment 228.41 158.93 77.12 0.00 0.00
Provision for Gratuity 178.98 111.20 0.00 0.00 0.00
TOTAL (Rs.) B 2958.06 2052.51 969.83 338.64 261.04
TOTAL (Rs.) (A+B) 41000.11 34400.19 16917.90 8683.89 4605.01
Notes:
1. Sundry Creditors includes creditors for capital goods.
200
ANNEXURE XVIII
STATEMENT OF MAJOR BORROWINGS
THE TOP 25 BORROWINGS OF THE COMPANY AS AT MARCH 31, 2009
(Rs. Lakhs)
Sr. Name of Facility Balance Rate of Repay- Date of Whether Whether Whether
No. the Lender as at Interest ment Sanctioning Personal Affiliate/ Roll
March Schedule / Borrowing Guarantee Associat over for
31, 2009 given by e/compa Default
directors ny/
firm
1 Oriental Working 5895.24 11.75 Renewed 17-Sep-08 No No No
Bank Of Capital on yearly
Commerce Loan basis.
2 The Bank of Term 3885.70 11.75 Repayme 05-Feb-08 No No No
Rajasthan Loan nt in 36
Ltd. monthly
Installme
nts from
1st
April’20
09
3 Oriental Term 2202.30 12.25 Repayme 17-Sep-08 No No No
Bank Of Loan nt in 16
Commerce equal
quarterly
Installme
nts
commenc
e from
quarter
ending
March –
2010
4 State Bank Working 1808.60 11.50 Renewed 19-Sep-07 No No No
Of India Capital on yearly
Loan basis.
5 Karur Working 1229.68 12.75 Renewed 07-Oct-08 No No No
Vyasya Capital on yearly
Bank Ltd. Loan basis.
6 Indian bank Working 910.39 11.75 Renewed 05-Nov-08 No No No
Capital on yearly
Loan basis.
7 Punjab Working 696.71 11.75 Renewed 31-Oct-08 No No No
National Capital on yearly
Bank Loan basis.
201
8 Standard Term 504.07 12.40 Repayme On various No No No
Chartered Loan nt in 36 dates
Bank monthly
Installme
nts from
the date
of
borrowin
gs
9 Indian bank Term 139.47 12.25 Repayme 05-Nov-08 No No No
Loan nt in 16
equal
quarterly
Installme
nts
commenc
e from
quarter
ending
March –
2010.
10 Axis Bank Working 14.44 13.00 Renewed 25-Oct-08 No No No
Capital on yearly
Loan basis.
11 HDFC Bank Hire 8.65 10.60 Repayme 07-Jul-08 No No No

Ltd. Purchase nt in 36
Loan monthly
Installme
nts
12 HDFC Bank Hire 8.57 10.20 Repayme 09-May-08 No No No
Loan monthly
Installme
nts
13 HDFC Bank Hire 6.74 9.40 Repayme 07-Jan-08 No No No
Loan monthly
Installme
nts
14 Axis Bank Hire 6.68 11.50 Repayme 26-Sep-08 No No No
Purchase nt in 60
Loan monthly
Installme
nts
202
15 SREI Hire 6.48 8.00 Repayme 22-Jan-05 No No No
Infrastructur Purchase nt in 58
e Finance Loan monthly
Ltd. Installme
nts
16 Kotak Hire 6.05 9.75 Repayme 01-Feb-08 No No No

Mahindra Purchase nt in 36
Prime Ltd. Loan monthly
Installme
nts
17 HDFC Bank Hire 5.90 6.25 Repayme 13-Dec-05 No No No

Loan monthly
Installme
nts
18 HDFC Bank Hire 5.87 11.00 Repayme 12-Mar-09 No No No

Loan monthly
Installme
nts
19 HDFC Bank Hire 5.67 10.50 Repayme 07-Jul-08 No No No

Loan monthly
Installme
nts
20 HDFC Bank Hire 5.08 12.50 Repayme 29-Nov-08 No No No

Loan monthly
Installme
nts
21 SREI – Hire 5.02 8.07 Repayme 15-Aug-04 No No No

Ltd. Installme
nts
203
22 SREI – Hire 4.86 8.07 Repayme 27-Jul-04 No No No
Ltd. Installme
nts
23 HDFC Bank Hire 4.84 9.25 Repayme 05-Apr-08 No No No

Loan monthly
Installme
nts
24 SREI – Hire 4.82 9.50 Repayme 27-Jul-04 No No No

Ltd. Installme
nts
25 SREI – Hire 4.68 8.00 Repayme 01-Apr-05 No No No

Ltd. Installme
nts
204
To,
Dear Sirs,
1. We have examined the attached financial information of the subsidiary company viz.
JMC Mining & Quarries Ltd. (“the Company”), as approved by the Board of Directors of
the Company, prepared in terms of the requirements of Paragraph B, Part II of Schedule
II of the Companies Act, 1956 (“the Act”) and the Securities and Exchange Board of
India (Disclosure and Investor Protection) Guidelines, 2000, as amended to date (“the
SEBI Guidelines”) and in terms of our engagement agreed upon with you in accordance
with our Engagement Letter dated January 31, 2009 in connection with the Draft Letter
of Offer / Letter of Offer (collectively hereinafter referred to as “offer document”) for
proposed Rights Issue of Equity Shares of the Company.
2. This information have been extracted by the management from financial statements for
the period ended March 31, 2009, March 31, 2008, 2007, 2006 and September 30, 2005.
Audit for the period ended March 31, 2009, March 31, 2008, 2007, 2006 and September
30, 2005. was conducted by other auditors, M/s. Shah Narielwala & Co.
We did not audit the financial statements of the subsidiary for the period ended March 31,
2009, March 31, 2008, 2007, 2006 and September 30, 2005 for the purposes of our
examination, we have relied upon the financial statements audited by M/s Shah
Narialwala & Co.
3. In accordance with the requirements of Paragraph B of Part II of Schedule II of the Act,

the SEBI Guidelines and in terms of our engagement agreed with you, we further report
that:
A. The Summary Statements of Assets and Liabilities, as restated, of the Company as at

March 31, 2009, March 31, 2008, 2007, 2006 and September 30, 2005, examined by
us, as set out in Annexure I to this report are after making adjustment and regrouping
as in our opinion were appropriate and more fully described in Significant
Accounting Policies, Notes and Changes in Significant Accounting Policies (refer
Annexure IV).
B. The Summary Statement of Profit and Loss, as restated, of the Company for the
period ended March 31, 2009, March 31, 2008, 2007, 2006 and September 30,
2005examined by us, as set out in Annexure II to this report are after making
adjustments and regroupings, as in our opinion were appropriate and more fully
C. The Summary Statement of Cash Flow, as restated, of the Company for the period
ended March 31, 2009, March 31, 2008, 2007, 2006 and September 30, 2005
examined by us, as set out in Annexure III to this report are after making adjustments
and regroupings as in our opinion were appropriate and more fully described in
205
Significant Accounting Policies, Notes and Changes in Significant Accounting
The Summary Statement of Assets and Liabilities, Profit and Loss and Cash Flow, as
restated, and most specifically described in point 3(A), 3(B), and 3(C) above are
together hereinafter referred to as “Restated Financial Information”.
been made after incorporating.
i) Adjustments for the changes in accounting policies retrospectively in

the respective financial years to reflect the same accounting treatment
as per changed accounting policy for all the reporting periods.
ii) Adjustments for the material amount in the respective financial years
to which they relate.
iii) And there are no extra-ordinary items that need to be disclosed
separately in the accounts and no audit qualifications requiring
adjustments.
iv) For adjustments / regrouping in the financial statements, financial year
2008-2009 is taken as base and corresponding changes are made in the
earlier years/period, wherever necessary.
In our opinion, the financial information contained in Annexure I to IV as above of

this report read along with the Significant Accounting Policies, Changes in
writing.
Yours faithfully. Yours faithfully.

For Sudhir N. Doshi & Co. For Kishan M. Mehta & Co.

Proprietor Partner
M No. 30539 M No. 13707

Date: 06/08/2009 Date: 06/08/2009
206
ANNEXURE – I
JMC MINING & QUARRIES LTD (Subsidiary of JMC Projects (INDIA) Ltd)
SUMMARY STATEMENT OF ASSETS AND LIABILITIES, AS RESTATED
(Rs. In Lakhs)
2009 2008 2007 2006 30, 2005
A Fixed Assets
Gross Block 343.94 343.81 334.86 225.58 212.50
Net Block 192.83 215.55 227.41 129.15 120.88
Capital Work in Progress - - - - -
Total 192.83 215.55 227.41 129.15 120.88
B Investments 2.47 2.47 2.47 2.47 2.47
C Deferred Tax Assets (Net) 9.76 12.45 8.38 0.00 0.00

D Advances
Inventories 41.31 33.33 40.34 51.24 42.84
Sundry Debtors 47.56 25.46 20.47 51.31 48.48
Total 119.36 92.82 84.97 115.15 104.85
Loan Funds
Secured 118.95 120.38 142.69 65.99 59.28
Total 118.95 120.38 142.69 65.99 59.28
Deferred Tax Liability

F (Net) 0.00 0.00 0.00 4.34 3.61

Provisions
Total 120.78 122.84 90.75 59.86 53.06
H Net Worth 84.69 80.07 89.79 116.58 112.26

Represented by :
Share Capital 50.00 50.00 50.00 50.00 50.00
Reserves 35.12 30.58 40.38 67.24 62.96
Total 85.12 80.58 90.38 117.24 112.96
Less
207
J Miscellaneous Expenditure
(to the extent not written off
or adjusted) 0.43 0.51 0.59 0.66 0.70
K Net Worth 84.69 80.07 89.79 116.58 112.26
208
ANNEXURE - II
JMC MINING & QUARRIES LTD (Subsidiary of JMC Projects (INDIA) Ltd)
SUMMARY STATEMENT OF PROFIT AND LOSS, AS RESTATED
(Rs. In Lakhs)
year ended year ended Year months months
31, 2009 31, 2008 March 31, March 31, September
2007 2006 30, 2005
Income From Operations 546.99 497.38 335.66 236.86 608.11

Other Income 5.90 5.48 5.73 0.55 1.64
Total Income 552.89 502.87 341.39 237.40 609.75
Expenditure
Trading Purchase 1.03 0.38 0.04 0.00 5.30
Mining And Manufacturing 327.08 315.90 186.00 128.91 304.68
Expenses (Net off change in
inventory)
Payment to Employee 40.46 40.48 36.56 15.84 40.00
Office, Administration & Selling 137.64 121.38 136.54 77.77 222.70
Expenses
Total Expenditure before 506.21 478.15 359.15 222.53 572.69
Interest, Depreciation & Tax
Profit/ (Loss) Before Interest, 46.68 24.72 (17.76) 14.88 37.07

Depreciation, & Tax
Interest 14.31 16.23 10.35 3.43 12.37

Depreciation 22.85 21.91 11.02 4.80 15.36
Total 37.16 38.14 21.37 8.24 27.74
Net Profit/ (Loss) Before Tax 9.52 (13.42) (39.14) 6.64 9.33

Deferred Tax Provision 3.23 (4.07) (12.71) 0.73 (0.23)
Net Profit/ (Loss) After Tax 5.74 (9.80) (26.87) 3.48 8.03
Prior Period Items 0.00 0.00 0.00 0.80 0.00
Net Profit/ (Loss) 5.74 (9.80) (26.87) 4.28 8.03
209
ANNEXURE III
JMC MINING ANS QUARRIES LTD
SUMMARY STATEMENT OF CASH FLOW, AS RESTATED

(Rs. In Lakhs)
Year Year Year months months
2009 2008 2007 2006 30, 2005
CASH FLOW FROM
Profit/ (Loss) Before Taxation 9.52 (13.42) (39.14) 6.64 9.33
Adjustment For :
Interest 14.31 16.23 10.36 3.43 11.89
Depreciation 22.85 21.91 11.02 4.80 15.36
Prior Period Adjustment 0.00 0.00 0.00 0.80 0.00
Loss on Sale of Assets 0.00 0.00 0.00 0.00 0.05
Deferred Revenue Expenses 0.08 0.08 0.08 0.04 0.16
written off
Profit on Sale of Asset 0.00 (0.09) 0.00 0.00 0.00
OPERATING PROFIT
BEFORE WORKING
CAPITAL CHANGES 45.05 24.34 (18.16) 15.60 36.00
Changes in Working Capital
( Increase ) / Decrease
Trade & Other Receivables (21.19) (5.75) 27.73 (5.19) 53.51

Inventories (7.98) 7.00 10.90 (8.40) (22.95)
Trade Payables (4.35) 29.43 30.44 6.81 (28.07)
CASH GENERATED FROM 11.53 55.02 50.91 8.81 38.49
OPERATIONS

NET CASH FROM 11.21 52.45 45.85 7.73 36.95
(A)
CASH FLOW FROM

Sale of Fixed Assets 0.00 0.48 0.00 0.00 0.09
Purchase of Investments 0.00 0.00 0.00 0.00 (0.49)
NET CASH USED IN 1.58 (9.59) (108.80) (12.95) (23.51)
210
INVESTING ACTIVITIES (B)
CASH FLOW FROM
Increase / ( Decrease ) in Share (1.43) (22.31) 76.70 6.71 (11.39)

Capital/ Borrowings
Proceeds From Term Borrowings 0.00 0.00 0.00 0.00 0.00
Working Capital Finance 0.00 0.00 0.00 0.00 11.76
Repayment of Term Loans 0.00 0.00 0.00 0.00 0.00
Interest Paid (14.31) (16.23) (10.35) (3.43) (11.89)
Dividend 0.00 0.00 0.00 0.00 0.00
Corporate Dividend Tax 0.00 0.00 0.00 0.00 0.00
NET CASH USED IN (15.74) (38.54) 66.35 3.28 (11.53)
FINANCING ACTIVITIES (C)

equivalents
(A+B+C) (2.95) 4.32 3.40 (1.94) 1.92

(opening balance)

(Closing balance)
Difference in cash & cash (2.95) 4.32 3.40 (1.94) 1.92
211
ANNEXURE IV
SIGNIFICANT ACCOUNTING POLICIES AND NOTES FORMING PARTS OF ACCOUNTS
a. Accounting Convention
The financial statements have been prepared in accordance with Generally Accepted Accounting
Principles ("GAAP") in India, the Accounting standards issued by the Institute of Chartered
Accountants of India and the relevant provisions of the Companies Act, 1956 and are based on
the historical cost convention on an accrual basis.
b. Use of Estimates
The preparation of financial statements in conformity with GAAP requires the management to
make estimates and assumption that affect the reported amounts of assets and liabilities,
disclosures of contingent assets and liabilities at the financial statements and the reported
amounts of revenues and expenses during the reporting period. Actual results could differ from
these estimates. Any revision to accounting estimates is recognised prospectively in current and
future period.
c. Fixed Assets
Fixed Assets are stated at cost less accumulated depreciation. Cost of acquisition is inclusive of
freight, duties, taxes and other directly attributable costs incurred to bring the assets to their
working condition for intended use.
d. Depreciation
The Depreciation on the tangible assets has been provided at the rates and in the manner
prescribed in schedule XIV if the Companies Act, 1956 on written down value basis.
e. Inventories
Inventories are valued at lower of cost or net realizable value. Cost of Inventories has been
arrived at considering all cost of purchases, direct cost of production and other costs incurred in
bringing them to their respective present location and condition.
f. Investments
Investments are valued at cost.
g. Provision for Taxation
i) Current Tax
Provision for Income -Tax is determined in accordance with the provisions of Income-Tax Act,
1961
ii) Deferred Tax Provision

Deferred Tax is recognized, subject to consideration of prudence, on timing differences, being the
difference between the taxable income and accounting income that originate in one period and are
capable or reversal in one or more subsequent periods. It is calculated using the applicable tax
rates and tax laws that have been enacted by the balance sheet date.
iii) Fringe Benefit Tax
212
Tax on Fringe Benefits is measured at the specified rates on the value of Fringe Benefits in
accordance with the provisions of the Section 115WC of the Income Tax Act, 1961. Accounting
for Fringe Benefit Tax is done as per the Guidance note issued by ICAI.
h. Borrowing Costs
Borrowing Costs that are attributable to the acquisition of qualifying assets are capitalized as a
part of the cost of such assets till such time the assets is ready for its intended use. All other
borrowing costs are charged to revenue.
i. Employee Benefits
a) Gratuity Liability is covered by payment thereof to Gratuity fund, the defined benefit plan under
Group Gratuity cash accumulation scheme of Life Insurance Corporation of India under
irrevocable trust.
b) Contribution to provident fund, the defined contribution plan as per the scheme is charged to
Profit & Loss Account
c) Provision for Leave encashment liability is made based on actuarial valuation as at Balance Sheet
date.
Notes forming Part of Account
2 Previous year's figures have been re-grouped and re-arranged wherever necessary.
3 In the Opinion of the Board, Current Assets, Loans & Advances and Deposits are of the value
stated in the Balance Sheet, if realized in the normal course of business. The provision for all
known liabilities made in the books of accounts are adequate and not in excess of the amount
reasonably required.
4 Balance of Debtors, Creditors, Loans, Advances and other liabilities are as per books and subject
to confirmation from respective parties, and reconciliation, if any.
5 Contingent Liability: Claim against company, not acknowledge as debt - Rs. 1,20,000 in respect
of claims made by Ramabhai Raijibhai Macchi and others for compensation at mines for alleged
damages to crops and hazard to health due to mining operations.
6 During the year, there was no import of raw materials, stores and spares or capital goods nor were
there any remittance in foreign currency on account of dividend.
7 It is not possible to identify SSI undertakings from amongst sundry creditors. Hence details of
dues to SSI undertaking are not given
8 The Company has not received Information from Vendors regarding their status under micro,
small and medium Enterprise Development Act, 2006 and hence disclosure relating to amount
unpaid as at the year end together with interest paid / payable under this account have not been
given.
9 Deferred Taxation:
The deferred tax liability at the end of the year comprises of tax effect of following timing
differences:
213
(Amt.Rs.)
PARTICULARS As at As at As at As at As at
March 31, March March 31, March 31, September
2009 31, 2008 2007 2006 30, 2005
Deferred Tax Assets
Unabsorbed 1,320,181 1,675,025 1,180,915 - -
Depreciation/Business Loss
Gratuity Payable / 42,396
(Reverse)
Deferred Tax Liability
Diff between WDV as per 386,673 430,312 343,050 433,576 360,639
books &Income Tax Act.
Net Deferred Tax 975,904 1,244,713 837,865 (433,576) (360,639)
Asset/(Liabilities)
10 MAT
During the year, Company has made provision for Minimum Alternate Tax (MAT) of Rs. 24,431.
Considering the future expected Benefits, the company has recognised Rs. 12,986 as MAT
entitlement credit representing excess of MAT provision over current tax.
11 Segmental Reporting
As the management of the Company recognises and monitors "Mining & Quarries" as the only
business segment.
12 Impairment of Assets
The management of the company has during the year carried out technical evaluation for
identification of impairment of assets, if any in accordance with the Accounting Standard (AS) 28,
issued by the Institute of Chartered Accountants of India. Based on the judgment of the
management and as certified by the directors, no provision for impairment of the asset is
considered necessary in respect of any of the assets of the company.
13 Retirement Benefits
a Defined contribution plans
The company made contribution towards provident fund to defined contribution retirement
benefit plans for qualifying employees. The provident fund plan is operated by the regional
provident fund commissioner. The company is required to contribute a specified percentage of
payroll cost to the retirement benefit schemes to fund the benefits.
The company recognised Rs. 1.98 Lakhs (P.Y. Rs. 1.93 Lakhs) for provident fund
contributions in the profit and loss account. The contribution payable to this plan by the
company is at rate specified in the rules of the scheme.
b Defined benefit plan

The company made annual contributions to the Employee's Group Gratuity Cash
Accumulation Scheme of the Life Insurance Corporation of India, a funded benefit plan for
qualifying employees. The scheme provides for lump sum payment to vested employees on
retirement, death while in employment or on termination of employment of an amount
214
equivalent to 15 days salary payable for each completed year of service or part thereof in
excess of six months. Vesting occurs upon completion of five years of service.
The present value of the defined benefit obligation and the related current service cost were
measured using the projected unit credit method as per actuarial valuation carried out at
balance sheet date.
The following table sets out the funded status of the gratuity plan and the amount recognised
by the company's financial statements as at March 31, 2009.
Particulars Rs. In Lakhs
i Change in benefit obligations:

Projected benefit obligation, beginning of the year 4.31
Service Cost 0.66
Interest Cost 0.34
Actuarial Gain (0.56)
Benefits Paid 0.00
Projected benefit obligation, end of the year 4.75
ii Change in plan assets:

Fair value of plan assets, at the beginning of the year 2.56
Expected return on plan assets 0.21
Employer's contribution 0.56
Benefit Paid 0.00
Actuarial gain 0.05
Fair value of plan assets, end of the year 3.38
iii Net gratuity cost for the year ended

Service Cost 0.66
Interest of defined benefit obligation 0.34
Expected return on plan assets (0.21)
Net actuarial gain recognised in the year (0.62)
Net gratuity cost 0.17
Actual Return on plan assets 0.26
iv Assumption used in accounting for the gratuity plan:

Discount rate 8.00%
Salary Escalation rate 7.00%
Expected rate of return on plan assets 8.00%
v Amount recognised in the Balance Sheet

Liability at the end of the year 4.75
Fair Value of Plan Assets at the end of year 3.38
Amount to be recognised in Balance Sheet 1.37
Less: Paid to LIC on 31/03/2009 0.00
Amount as liability in Balance Sheet 1.37
vi Transitional Liability
As per Accounting Standard 15 Transitional liability as on
01/04/2008 comes as under
215
Obligation as on 01/04/2008 4.31
Less Value of plan assets as on 01/04/2008 2.56
Balance Transitional Gratuity liability as on 01/04/2008 1.75
Transitional Gratuity liability net of tax charge to General Reserve 1.21
14 Related Party Disclosure
Name of the Party Nature of Relationship
(A) Particulars of Holding Company
JMC Projects (India) Ltd. Holding Company

Kaplpataru Power Transmission Ltd. Holding Company
of Holding
Company
(B) Key Management Personnel
(1) Mr. Hemant Modi Director

(2) Mr. Suhas Joshi Director
(3) Mrs. Sonal Modi Director
(4) Mr. Kamal Jain Director
(c) Transaction with Holding Company (Rs. in Lakhs)
Particulars Holding Company
Sales of Materials 131.31

Income Earned on Services Rendered 118.99
Outstanding balance included in Sundry Debtors 24.40
Guarantee Given by Holding Company 151.07
15 Quantitative information as required under para3, 4C and 4D of part II of Schedule VI are as

under:
(Quantity in Ton)
Year Year ended Year months months
ended on on March ended on ended on ended on
March 31, 31, 2008 March March 31, September
2009 31, 2007 2006 30, 2005
a. Installed Capacity 244000 244000 120000 120000 120000
( Based on 305 Working days, 8 p.a. p.a. p.a. p.a. p.a.

hours Single Shift / Day @ 100
TPH / 50 TPH)
216
b. Actual Production
( Quantity in Ton )
Year Year ended Year months months
ended on on March ended on ended on ended on
March 31, 31, 2008 March March 31, September
2009 31, 2007 2006 30, 2005
Rubble 286206 321154 154648 156336 376912
Kapchi 63301 70891 40304 50912 152868
Grit 38530 44664 8260 28968 47208
Metal 72315 85339 35912 17892 53280
Dust 53998 60595 22044 24896 61620
c. Turnover
Product Value Quantity Value Quantity Value Quantity Value Quantity Value Quantity
(Rs.) (Tons) (Rs.) (Tons) (Rs.) (Tons) (Rs.) (Tons) (Rs.) (Tons)
For the For the For the For the For the For the For the 6 For the 6 For the 18 For the 18
Year Year Year Year Year Year months months months months
ended on ended ended on ended ended ended ended on ended on ended on ended on
March 31, on March on on on March March September September
2009 March 31, 2008 March March March 31, 2006 31, 2006 30, 2005 30, 2005
31, 2009 31, 2008 31, 2007 31, 2007
Rubble 8,730,158 72167 6567463 55824 6789477 63136 2900060 25800 4947408 362608
Kapchi 13,433,133 63157 14226491 72171 7949782 42056 8687217 47904 22695637 153388
Grit 4,955,554 34399 5181813 39331 2323958 20960 2447722 18732 7490035 57328
Metal 11,713,683 72388 12614276 86402 5429898 37580 2367665 15696 6789765 53552
Dust 161,475 3391 749986 21453 650317 11592 393666 15604 2709089 71212
Others 2,135,618 12501 22917 149 0 0 0 0 0 0
d. Details of Trading Purchase
Product Value Quantity Value Quantity Value Quantity Value Quantity Value Quantity
(Rs.) (Tons) (Rs.) (Tons) (Rs.) (Tons) (Rs.) (Tons) (Rs.) (Tons)
For the For the For the For the For the For the For the 6 For the 6 For the 18 For the 18
Year Year Year Year Year Year months months months months
ended on ended ended on ended ended ended ended on ended on ended on ended on
March 31, on March on on on March March September September
2009 March 31, 2008 March March March 31, 2006 31, 2006 30, 2005 30, 2005
31, 2009 31, 2008 31, 2007 31, 2007
Kapchi - - - - - - - - 3,900 28
Grit - - - - 4,160 32 - - 103,818 1,044
Metal - - - - - - - - 69,000 576
Dust - - - - - - - - 353,407 11,836
e. Opening Stock
Product Value Quantity Value Quantity Value Quantity Value Quantity Value (Rs.) Quantity
(Rs.) (Tons) (Rs.) (Tons) (Rs.) (Tons) (Rs.) (Tons) (Tons)
217
As at As at As at As at As at As at As at As at As at As at
March 31, March March March March March March March September September
2009 31, 2009 31, 2008 31, 2008 31, 2007 31, 2007 31, 2006 31, 2006 30, 2005 30, 2005
Rubble 1,045,933 19,109 1,124,111 15,268 1,639,028 27,640 1,922,506 19,772 251,528 5,468
Kapchi 17,174 101 226,563 1,380 303,332 3,140 22,732 132 51,636 624
Grit 1,217,686 7,161 162,536 988 1,318,822 13,652 588,194 3,416 1,033,713 12,492
Metal 68,868 405 241,507 1,468 372,499 3,856 285,833 1,660 112,209 1,356
Dust 389,190 12,973 908,640 22,716 91,980 12,264 148,600 2,972 60,242 728
f. Closing Stock
Product Value (Rs.) Quantity Value Quantity Value Quantity Value Quantity Value (Rs.) Quantity
(Tons) (Rs.) (Tons) (Rs.) (Tons) (Rs.) (Tons) (Tons)
As at As at As at As at As at As at As at As at As at As at
March 31, March March March March March March March September September
2009 31, 2009 31, 2008 31, 2008 31, 2007 31, 2007 31, 2006 31, 2006 30, 2005 30, 2005
Rubble 324,902 5,005 1,045,933 19,109 1,124,111 15,268 1,639,028 27,640 1,922,506 19,772
Kapchi 50,430 244 17,174 101 226,563 1,380 303,332 3,140 22,732 132
Grit 2,333,819 11,292 1,217,686 7,161 162,536 988 1,318,822 13,652 588,194 3,416
Metal 68,411 331 68,868 405 241,507 1,468 372,499 3,856 285,833 1,660
Dust 858,270 858,270 389,190 12,973 908,640 22,716 91,980 12,264 148,600 2,972
16 Auditor's Remuneration includes:
Particulars For the Year For the Year For the Year For the 6 For the 18
ended on ended on ended on months ended months ended
March 31, March 31, March 31, on March 31, on September
2009 2008 2007 2006 30, 2005
Audit fees 57,908 39,326 31,120 25,000 40,000
Tax Audit & Income - - - - -
Tax Matters
Total : 57,908 39,326 31,120 25,000 40,000
17 The basic & diluted earnings per share are
Particulars For the Year For the Year For the Year For the 6 For the 18
ended on ended on ended on months ended months
March 31, March 31, March 31, on March 31, ended on
2009 2008 2007 2006 September
30, 2005
Net profit/(loss) with 574 (979) (2,687) 428 803
exceptional item
(Rs.in 000’s) (a)
Net profit/(loss) 574 (979) (2,687) 348 803
without exceptional
item (Rs.in 000’s)
(b)
No. of Equity Shares 500 500 500 500 500
(000’s)
(c)
218
Basic & Diluted 1.15 (1.96) (5.37) 0.86 1.61
EPS with
exceptional Item
(Rs.) (a/c)
Basic & Diluted 1.15 (1.96) (5.37) 0.70 1.61
EPS without
exceptional Item
(Rs.) (b/c)
Nominal value of 5,000 5,000 5,000 5,000 5,000
shares (500,000
Equity Shares of
Rs.10/- each ) (Rs.in
000’s)
219
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
You should read the following discussions of financial condition and results of operations together
with audited restated unconsolidated financial statement for the years ended on March 31, 2009,
March 31, 2008, March 31, 2007 and period of six months ended on March 31, 2006 and eighteen
months ended on September 30, 2005 under Indian GAAP including scheduled, annexure and notes
thereto and the reports thereon, which appear on page 100 in this Letter of Offer. These financial
statements are prepared in accordance with Indian GAAP, the Companies Act and SEBI Guidelines.
Overview of the Business
Since 1986, the Company has been engaged in the construction of industrial, commercial,
institutional and residential buildings. Presently, the major areas of operation of the Company are
industrial plants which include automobiles, textiles, heavy engineering, chemicals, cement,
pharmaceuticals, sugar, power plants, consumer durables, aluminum etc.; buildings comprising
commercial complexes, malls, hospitals, software parks, hotels, educational institutes, sports complex
etc. and infrastructure projects involving construction of roads, bridges, urban infrastructure projects,
railway terminus, water & sewerage pipelines etc. Over the years the Company has established its
presence in the Western, Southern and Northern parts of the country and it has expanded geographical
spread in Eastern part of the country during the last one year. The Company is ranked the sixth fastest
growing company and has been included in the top seven among the building and factory construction
companies in India (Source: Business Today; June 15, 2008 edition). The Company has been pre-
qualified for NHAI road project upto Rs. 3,12,300 lakhs on stand alone basis. The enhanced bidding
capacity is going to contribute towards the future growth of the Company.
The Company has been successful in getting orders from prestigious clients due to its commitment
towards customer satisfaction through engineering excellence and quality construction. The Company
is certified under ISO 9001:2000 quality system by TUV Management Services of Germany.
Compliance with high degree of safety standards has been one of the key drivers at work.
Significant developments subsequent to the last financial year
The Directors of the Company confirm that in their opinion, no circumstances have arisen since the
date of the last financial statements as disclosed in the Letter of Offer and which materially and
adversely affect or is likely to affect the trading or profitability of the Company, or the value of its
assets, or its ability to pay its liabilities within the next twelve months.
Factors that may affect Results of the Operations
The following developments may have material and adverse effect on the business and profitability of
the Company:
(a) Increase in prices of major inputs such as steel, cement and petroleum products
To the extent possible, the Company has decided to avoid fixed price contracts and preferably
pursue those projects where either steel / cement is supplied by the client free of charge or at
basic rate or price escalation is provided in the contract. This will enable the Company to
minimize the impact of adverse price fluctuations in the future. The Company also ensures
the supply of these materials directly from the manufacturer and enters into MOU / Project
specific Rate contracts.
220
(b) Exchange rate variations can have an sever impact on the cost estimates
The Company has been importing raw materials & capital goods depending on the project
requirements. This involves risk of exchange rate variations. In cases where the Company
does not take forward cover to protect against major unfavorable variations in the exchange
rate, high volatility in exchange rate may have some adverse impact on cost estimates and
thereby financial performance of the Company.
(c) Increasing competition in the construction industry
To face the challenges posed by the increasing competition, the Company has adopted quite a
selective approach in pursuing new business with adequate focus on risk-return analysis. The
Company identifies the new business areas and geographical locations for expansion thereby
building up its order book.
(d) Change in political and regulatory environment:
The changes in fiscal and monetary policies of governments, inflation, deflation, tax rates and
other matters could significantly influence the results of operations of the business. Change
in focus of the Government and its policies on particular sectors can also have an impact on
the business of the Company.
(e) General economic and business conditions
Global recession and overall economic slowdown could have a negative impact on the
construction and real estate business and in turn on the operations of the Company.
Overview of Income and Expenditure
Income
Income comprises of contract receipts (turnover), other income and net increase / (decrease) in Work in
Progress.
Contract Receipts
Contract receipts consist of income from construction activities. Running account bills for work
completed are recognized on percentage of completion method based on completion of physical
proportion of the contract work.
Other Income
Other income comprises of income from interest, profit from joint ventures, rentals on machineries,
insurance claims, profit on sale of assets and miscellaneous receipts like sale of scrap materials etc.
Expenditure
Expenditure consists of cost of materials, work charges, construction expenses, employee cost, other
expenses, depreciation and interest and finance charges.
221
Cost of materials
Cost of material primarily includes cost of material consumed such as steel, cement, and other materials
used in the construction activities.
Work charges
Work charges include cost incurred towards labour charges and composite work charges i.e. sub-contracts
with material & labour on back to back basis.
Construction Expenses
Construction expenses include repairs and maintenance, electricity & fuel charges, rent and hire charges,
Site infrastructure exp., defect liability exp. etc.
Employee Cost
Employee cost includes employee compensation such as salaries, wages, bonuses, gratuities and other
statutory benefits paid.
Other Expenses
Other expenses primarily consists of administrative expenses such as traveling, conveyance, insurance,
printing and stationery, office rent, office expenses, advertisement expenses, professional and legal
charges, auditor’s remuneration and other miscellaneous expenses.
Interest and Finance Charges
The interest component consists of interest on term loan and working capital borrowings. Finance
charges include letter of credit charges, bank guarantee and other commissions.
Depreciation
Depreciation is provided on a straight line method (except for fixed assets used in activity of mining at
written down value method). The depreciation on assets is provided at the rates prescribed in schedule
XIV of the Companies act, 1956 on pro-rata basis except that considering the useful life based on
technical evaluation made by the management, higher rate than the prescribed rates are applied on a few
Shuttering items of machinery @ 30%, on Office Equipments @ 12.5%, on all Vehicles @ 15% and on
remaining Plant and Machineries which are acquired on or after October 1, 2005 @ 12.5% and.
Discussion on Results of Operations of JMC Projects (India) Limited
Results of Operation
(Rs. lakhs)
Particulars For the year ended For the year ended For the year ended For six months ended
March 31, 2009 March 31, 2008 March 31, 2007 March 31, 2006
Rs. % of Rs. % of Rs. % of Rs. % of

turnover turnover turnover turnover
INCOME
222
Contract Receipts 130898.53 100.00 91498.18 100.00 50021.29 100.00 14199.62 100.00
(Turnover)
Other Income 1045.84 0.80 564.16 0.62 173.45 0.35 131.40 0.93
TOTAL 131944.37 92062.34 50194.74 14331.02

EXPENDITURE
Material Consumption 57915.47 44.24 41795.39 45.68 21661.73 43.31 7106.63 50.05
Work Charges 34254.98 26.17 22978.71 25.11 15120.49 30.23 3077.41 21.67
Construction Expenses 12428.96 9.50 8720.24 9.53 3572.88 7.14 1329.83 9.37
Employee Cost 8868.24 6.77 6069.3 6.63 3108.36 6.21 1018.36 7.17
Other General & 7052.53 5.39 4818.37 5.27 2497.91 4.99 879.84 6.20
Administrative
Expenses
Profit before Interest, 11424.19 8.73 7680.33 8.39 4233.37 8.46 918.95 6.47
Depreciation, Tax and
exceptional items
Interest & Finance 3245.96 2.48 1255.96 1.37 1018.03 2.04 493.1 3.47
Charges
Profit / (Loss) before 8178.23 6.25 6424.37 7.02 3215.34 6.43 425.85 3.00
Depreciation, Tax &
exceptional items
Depreciation 2983.36 2.28 1654.99 1.81 686.52 1.37 201.04 1.42
Profit / (Loss) before 5194.87 3.97 4769.38 5.21 2528.82 5.06 224.81 1.58
Tax
Tax (current year) 1811.32 1.38 1290.58 1.41 28.26 0.06 0.00 0.00
Deferred Tax -369.56 (0.28) 341.43 0.37 853.6 1.71 75.14 0.53
Fringe Benefit Tax 77.00 0.06 65.78 0.07 41.49 0.08 18.18 0.13
Net Profit / (Loss) for 3676.11 2.81 3071.59 3.36 1605.47 3.21 131.49 0.93
the year / period
FY 2008-09 compared to FY 2007-08

Revenues
The Company has achieved total Contract Receipts of Rs. 130898.53 Lakhs for Financial Year 2008-09
reflecting growth of over 43% over the previous year. The major reasons for this achievement was
execution of some of the fast track projects during the year.
Other Income
Other Income has increased over 85% from Rs. 564.16 Lakhs in FY 2008-09 to Rs.1045.84 Lakhs,
primarily on account of increase in income in respect of profit from Joint ventures, sale of scrap and write
back of liabilities.
Operating Margin
Operating margin i.e. Profit before Depreciation, Interest and Taxes (PBDIT) as a % of Contract Receipts
has marginally improved and stood at 8.73% for FY 2008-09 as compared to 8.39% during previous year.
This is due to some reduction in material cost in the last two quarters of the year.
Costs & Expenses
223
Cost of Material
Cost of material has increased from Rs. 41,795.39 Lakhs in the FY 2007-08 to Rs. 57915.47 Lakhs., an
increase of approx. 39% over the previous year. However as a percentage of turnover it has reduced from
45.68% to 44.24%. The decrease in cost of materials is mainly due to marginal reduction in price of steel,
cement, bitumen etc. during the current year as compared to the previous year.
Work Charges
Work charges have increased from Rs. 22978.71 Lakhs in the FY 2007-08 to Rs. 34254.98 Lakhs. Work
charges as a % of turnover has marginally increased from 25.11% in previous year to 26.17% in the
current year. This is due to higher composition of turnover of few projects where proportion of composite
work charges is relatively higher as compared to other projects.
The construction expenses have increased from Rs.8720.24 Lakhs. in the FY 2007-08 to Rs.12428.96
Lakhs in FY 2008-09. These expenses as a % of turnover during the current year have remained constant
in line with the previous year.
Employee Costs
The employee cost as a % of Contract Receipts has gone up from 6.63 % in Financial Year 2007-08 to
6.77% in the Financial Year 2008-09 mainly due to increase in manpower strength and increase in the
average remuneration per employee. A net amount of Rs. 58.86 Lakhs has been charged to Profit & Loss
Account of the current year as employee compensation in respect of Employee Stock Options (ESOP).
Other Expenses
Other expenses include General and Administrative expenses such as traveling and conveyance,
communications, security, insurance, IT expenses, sundry expenses, rates and taxes, professional and
legal charges, bad debts etc. Other expenses as a % of Contract Receipts has marginally increased from
5.27 % in FY 2007-08 to 5.39% in FY 2008-09 mainly due to increase in Rates and taxes.
Interest & Finance charges
Interest and finance charges as a % of Contract Receipts have gone up from 1.37% in FY 2007-08 to
2.48% in FY 2008-09. The increase in the rate of interest, delay in collection of few receivables and
increase in the term loans are the major factors which have contributed to additional interest cost.
Depreciation
Depreciation cost as a % of Contract Receipts has gone up from 1.81% in FY 2007-08 to 2.28% in FY
2008-09 primarily due to additional capital investment. The Company had to make substantial investment
in plant & machinery for timely execution of infrastructure and fast track building projects. Having regard
to useful economic life, the Company has charged accelerated rate of depreciation in respect specialized
shuttering equipments (classified under Plant & Machinery) which has also resulted into higher charge of
depreciation during the current year.
224
Taxes on Income and Deferred Tax provision
The Company has created Deferred Tax Asset of Rs. 369.56 Lakhs and credited in the Profit and Loss A/c
for FY 2008-09. As on 31st March, 2009, the balance of deferred tax liability stood at Rs. 770.01 Lakhs.
Fringe Benefit Tax
The Company has ascertained and provided Rs. 77.00 Lakhs as Fringe Benefit Tax for the current
financial year and the same is separately reflected in the Profit and Loss Account.
FY 2007-08 compared to FY 2006-07

Revenues
The turnover for the year ended March 31, 2008 was Rs. 91498.18 lakhs recording a growth of around
83% over the turnover for the year ended March 31, 2007. The increase in turnover is due to the strong
order book position of the Company. The opening balance of the order book was Rs.116190 lakhs and
during the year the Company received new projects of value approximately Rs.184130 lakhs.
Other Income
Other income increased from Rs. 173.45 lakhs in the FY 2006-07 to Rs. 564.16 lakhs in FY 2007-08 on
account of higher income from interest on margin money deposits, sale of scrap, insurance claims and
profits from project specific joint ventures.
Operating Margin
Operating Margin increased from Rs. 4233.37 lakhs in the FY 2006-07 to Rs. 7680.33 lakhs in the FY
2007-08, however as a percentage of the turnover it remained at 8.39% in FY 2007 - 08as compared to
8.46% in FY 2006-07.
Cost & Expenses
Cost of Material
Cost of material has increased from Rs. 21,661.73 lakhs in the FY 2006-07 to Rs. 41,795.39 lakhs in the
FY 2007-08, an increase of approx. 93% over the previous year. However as a percentage of income it
has increased from 43.31% to 45.68%. The increase in cost of materials is mainly due to increase in price
of steel, cement, bitumen etc.
Work Charges
Work charges have increased from Rs. 15120.49 lakhs in the FY 2006-07 to Rs. 22978.71 lakhs in the FY
2007-08 However, work charges as a percentage of Income has improved from 30.23% to 25.11% . This
is due to higher composition of turnover of infrastructure projects where proportion of work charges is
relatively lower as compared to other projects.
The construction expenses have increased from Rs. 3572.88 lakhs in the FY 2006-07 to Rs.8720.24 lakhs
in the FY 2007-08. These expenses have increased mainly due to increase in machinery repairs and
225
maintenance charges, electricity charges, equipment rental charges, site infrastructure expenses and
security expenses.
Employee Costs
Employee cost has increased from Rs. 3108.36 lakhs in the FY 2006-07 to Rs. 6069.30 lakhs in the FY
2007-08 indicating an increase of 95% over the previous year cost. It has also marginally increased as a
percentage of income from 6.21% to 6.63%. The increase in cost is due to the increase in average
manpower strength from 1140 in the FY 2006-07 to 1871 in the FY 2007-08 and increase in the average
remuneration per employee. A sum of Rs. 55 lakhs has been charged as employee compensation in
respect of ESOP. During the FY 2007 - 08 the Company has also provided additional expense of Rs.
102.50 lakhs towards accrued liability of gratuity.
Other Expenses
Other Expenses increased from Rs. 2497.91 lakhs in the FY 2006-07 to Rs. 4818.37 lakhs in the FY
2007-08 i.e. 92.90% increase over the previous year. However as a percentage of Income it has
marginally increased from 4.99% to 5.27%. This increase is mainly due to increase in taxes and duties,
professional & legal charges and bad debts write-off.
Interest & Finance Charges
Interest and finance charges as a percentage of income has reduced from 2.04% in the FY 2006-07 to
1.37% in the FY 2007-08. This is due to infusion of funds through issue of preference shares,
improvement in collection cycle, reduction in margin money and bank guarantee commission and
conversion of rupee denominated working capital into FCNR (B) loan thereby reducing the interest cost.
Depreciation
Depreciation has increased from Rs. 686.52 lakhs in the FY 2006-07 to Rs. 1654.99 lakhs in the FY
2007-08 indicating 141% increase over the previous year. This increase is due to substantial investment
made in plant and machinery by the Company. The additions to gross block during the year were Rs.
10957.66 lakhs to ensure timely execution of infrastructure and building projects. During the FY 2007-08
the Company also has charged an accelerated rate of depreciation for vehicles and plant and machinery
which has resulted into higher charge of depreciation.
FY 2006-07 compared to the period 2005-06.

The users of Financial statements are requested to a take note that the figures for Financial Year
2006-07 comprises of a period of twelve months i.e. April 1, 2006 – March 31, 2007, where as the
figures for the period 2005-06 comprises a period of six months i.e. October 1, 2005 – March 31,
2006. Hence, the figures between these two periods are not comparable in absolute terms.
Results of Operations
Revenues
The Company has achieved major milestone in terms of turnover which stood at Rs. 50021.29 lakhs for
the FY 2006-07. The turnover for the FY 2006-07 has gone up by 76% compared to the period 2005-06
on annualized basis. The major reasons for this increase are good order backlog position of Rs. 79580
lakhs at the beginning of the financial year and execution of few high value fast track projects during the
FY 2006-07.
226
Other Income
Other Income has increased from Rs. 131.40 lakhs in the period 2005-06 to Rs. 173.45 lakhs in the FY
2006-07. Income from interest on margin money deposits and sale of scrap has contributed to increase in
other income for the FY 2006-07.
Cost & Expenses
Cost of Material
Cost of material as percentage of income has reduced from Rs. 50.05% in the period 2005-06 to 43.31%
in the FY 2006-07. The decrease in cost of materials is mainly due to change in the mix of orders and
nature of projects where steel / cement is supplied by client on free of cost basis. During the year, the
Company also executed few orders having reasonably better margin resulting into improvement in cost of
materials consumed.
Work Charges
Work charges as percentage of income has increased from 21.67% in the period 2005-06 to 30.23% in the
FY 2006-07 mainly due to increase in some of the labour oriented jobs where steel/ cement were supplied
by client on free of charge basis.
The construction expenses has declined from 9.37% in the period 2005-06 to 7.14% in the FY 2006-07
mainly due to reduction in machinery rentals, repairs charges and power & fuel charges. The Company
also achieved leverage in terms of better absorption of some of the fixed expenses due to major increase
in turnover during the FY 2006-07.
Operating Margin
Operating margin i.e. Profit before Depreciation, Interest and Taxes (PBDIT) as a percentage of Turnover
has improved from 6.47% in the period 2005-06 to 8.46% in the FY 2006-07. This is mainly due to better
margins in industrial and building projects, increase in average size of the project resulting into better
economies of scale, considerable reduction in hire charges of machinery and equipments due to additional
investments in owned equipments, and initiatives taken for rigorous operational controls and project
monitoring. The adequacy of price variations clause in majority of the contracts have also protected the
margins against adverse changes in the cost of critical inputs.
Employee Costs
The manpower costs as a percentage of Turnover has come down from 7.17% in the period 2005-06 to
6.21% in the FY 2006-07 due to increase in overall productivity. The total number of employees has
increased from 957 in March, 06 to 1400 in March, 07.
Other Expenses
Other expenses include General and administrative expenses such as traveling and conveyance,
communications, security, insurance, IT expenses, sundry expenses., rates and taxes, professional and
legal charges etc. Other expenses in absolute value has gone up from Rs. 879.84 lakhs in the period
227
2005-06 to Rs. 2497.91 lakhs in the FY 2006-07 mainly due to increase in insurance expenses, office
rent, security expenses, legal and professional charges and loss on sale / scrap of assets . However as a
percentage of turnover, total other expenses have reduced from 6.20% in the period 2005-06 to 4.99% in
the FY 2006-07.
Interest & Finance charges
Interest and finance charges as a percentage turnover have improved from 3.47% in the period 2005-06 to
2.04% during the FY 2006-07. Infusion of fresh equity through Rights Issue and conversion of warrants,
improvement in collection cycle, reduction in average borrowings, reduction in margin money and
commission on bank guarantees and conversion of Rupee denominated working capital into FCNR(B)
loan have helped the Company in containing the interest cost.
Depreciation
Depreciation cost as a percentage of Turnover has reduced from 1.42% in the period 2005-06 to 1.37%
during the FY 2006-07 showing marginal improvement. The Company had to make substantial
investment in plant & machinery required for execution of infrastructure and building projects. The
Company has started charging accelerated rate of depreciation in respect of machineries / equipments
purchased after October, 2005 so as to charge-off the assets within its useful life.
Taxes on Income and Deferred Tax provision
The Company has created Deferred Tax Liability of Rs. 853.60 lakhs and debited the same in the Profit
and Loss A/c for FY 2006-07. As on March 31, 2007, the balance of deferred tax liability stood at Rs.
833.00 lakhs.
For the FY 2006-07, the Company has provided for Rs.113 lakhs as Minimum Alternate Tax (MAT)
under section 115JB of the Income Tax Act, 1961. In view of the virtual certainty that the Company will
be paying normal income tax in the subsequent years, the Company is eligible for MAT credit entitlement
of Rs. 85 lakhs against total MAT liability of Rs. 113 lakhs.
Fringe Benefit Tax
The Company has ascertained and provided Rs. 41.49 lakhs as Fringe Benefit Tax for the FY 2006-07
and the same is separately reflected in the Profit and Loss Account.
An analysis of reasons for the changes in significant items of income and expenditure is given
hereunder:
Unusual or infrequent events or transactions:
There have been no unusual or infrequent transactions that have taken place during the last three years.
Significant Economic changes that materially affected or are likely to affect income from
continuing operations:
Any major changes in policies of the Government would have significant impact on the profitability of
the Company.
228
Except the above, there are no significant economic changes that may materially affect or are likely to
affect income from continuing operations.
Known trends or uncertainties that have had or are expected to have a material adverse impact on
sales, revenue or income from continuing operations:
Apart from the risks as disclosed in Risk Factors on page viii of this Letter of Offer, there are no other
known trends or uncertainties that have had or are expected to have a material adverse impact on revenue
or income from continuing operations.
Future changes in relationship between costs and revenues, in case of events such as future increase
in labour or material costs or prices that will cause a material change are known:
The material cost, work charges and construction expenses contribute 80%-85% of the total revenue.
Any significant change in the above cost components will change the relationship between cost and
revenue. Keeping in mind the volatility of the cost components involved escalation costs are in built in the
tenders quoted for contracts.
The extent to which material increases in net sales or revenue are due to increased sales volume,
introduction of new products or services or increased sales prices:
The increase in revenue is due to increase in the order book position.
Total turnover of each major industry segment in which the Company operated:
The Company is operating only in one segment namely the construction industry. However, there are no
published data available to the Company for total turnover of the Construction Industry.
The extent to which business is seasonal:
The business of the Company is not seasonal in nature. However, the construction activities are affected
sometimes, due to heavy rains and adverse weather conditions.
Any significant dependence on a single or few suppliers or customers:
The Company sources its raw materials from a set of known suppliers and is not under threat from
excessive dependence on any single supplier. Moreover, in some cases the raw material is supplied by the
clients. The Company has a diversified client base as it is engaged in construction activities for roads, bus
terminus, infrastructure, institutional & industrial complexes, multiplexes and residential buildings
catering to both PSUs and private sector and hence there is no dependence on any single customer.
Competitive conditions
The Company faces stiff competition from larger and well-established players. The Company is moderate
in size compared to the market leaders, which acts as deterrent for very large projects. However, the
Company had bid for large projects in the past and bagged a few large projects in spite of big companies
in the fray.
Material Development after the date of the latest Balance Sheet
There are no material developments after the date of the latest Balance Sheet.
229
UNAUDITED WORKING RESULTS
Information relating to the Company sales, gross profit etc., as required by Government letter No.
F2/5/SE/76 dated February 5, 1977 read with the amendments of even No. dated March 8, 1977 is as
under:
Unaudited Working Results for the period April 1, 2009 to June 30, 2009

Net sales / Income from operations (Contract receipts) 28813.00
Other income 401.95
Total expenditure 26861.10
Interest 609.06
Profit/ (loss) before depreciation and tax 1744.79
Depreciation 839.65
Profit / (loss) before tax 905.14
Provision for tax 255.82
Net profit / (loss) 649.32
230
OUTSTANDING LITIGATIONS AND DEFAULTS
A. PROCEEDINGS INVOLVING JMC PROJECTS (INDIA) LIMITED (JMC)
I. Notices received by JMC
Sr. Noticer’s Date of Claim Charges / Brief details of the case

No. Name Notice Amount (Rs. Allegations
in lacs)
(Rounded
off)
1. Shiva 02.06.04 6.00 • Non payment SBPL was the contractor for
Buildtech Pvt. alongwith of outstanding constructing the internal roads at a
Ltd. interest @ dues site at Gurgaon. SBPL raised bills
(SBPL) 18% per against the work done by it. SBPL
annum since issued a notice dated 2.6.2004 for
December release of its dues. JMC replied to
2002 the said Notice on 29.7.2004, inter
alia, disputing the amount so
claimed and called upon SBPL for
reconciliation of accounts.
There has been no further

development thereafter.
2. M/s Victor 17.01.05 Aggregate • Recovery of VI was awarded fabrication and
India amount of outstanding erection work by JMC. VI issued a
(VI) 12.64 dues notice dated 17.1.2005 under
section 433 and 434 of the
Companies Act, 1956 for
outstanding amount, allegedly on
account of unpaid bills. JMC replied
to the said notice on 26.2.2005
denying the allegations made by VI
and further denying that any amount
is payable. JMC has, in its reply,
contended that an amount of Rs.
7,39,425/- is recoverable on account
of over-payment to VI.
There has been no further

development thereafter.
3. M/s AOS 21.04.03 5.84 • Wrongful AOS was awarded an order by JMC
Systems alongwith termination of for supply of goods / materials. But
(AOS) interest @ contract due to defect in the goods/materials
18% per • Recovery of installed by AOS, AOS was asked
annum till outstanding to rectify the same by JMC. Due to
payment dues non-compliance by AOS, JMC
cancelled the order vide letter dated
20.2.03. In response, AOS gave a
notice dated 21.04.03 calling upon
JMC to pay alleged outstanding bill
231
amounts. JMC replied to the said
notice vide letter dated 14.05.2003
denying the contents and allegations
of the notice. AOS, vide letter dated
21.5.2003 replied reiterating its
demand. JMC gave further reply
vide letter dated 19.7.2003 to AOS
denying the liability. JMC has
thereafter, vide its letters dated
19.2.2004 and 3.5.2004, asked AOS
to remove the defective goods
/materials supplied at the site,
failing which, JMC would be
constrained to dispose of the same
at the risk and cost of AOS.
Subsequently, JMC has returned

back the said goods to AOS.
4. T. Arjun Singh 24.09.04 3.35 • Non Release of Mr. Singh had done works at certain
(Mr. Singh) outstanding sites. As per Mr. Singh, the
dues payments under different heads
• Some amounts were not made to him by JMC. As a
wrongly consequence, Mr. Singh gave a
debited by notice dated 24.9.2004 for payment
JMC without of the alleged outstanding amounts.
clarifications
• Non
reimburse-
ment of the
compensati-on
by JMC paid
for the death of
labourer at site
by Mr. Singh.
5. M/s Ganapathy 12.10.04 1.34 • Non payment Ganapathy carried out electrical
Electrical alongwith of outstanding works at one of the sites. Ganapathy
Engineering interest @ amounts. has given a notice for release of
Company 18% per outstanding amounts. JMC has, vide
(Gana- annum from its letter dated 15.03.2005, replied
pathy) due date to the said notice, pointing out that
as per discussions held between
JMC and Ganapathy, the latter was
to identify and mark the quantity
and material described in their bill,
to enable JMC to process their
claim.
Vide its letter dated 16.5.2005, to

JMC, Ganapathy has stated that
Rs.1,34,026/- is balance outstanding
and has further requested for
payment of the same.
6. Bharati 16.07.05 0.25 Notice for BCL has alleged that an amount of
Cellular conciliation under Rs. 24,533.16 (after adjusting
232
Limited (BCL) provisions of deposit, if any) is due and payable
Arbitration & by JMC to BCL and that BCL had
Conciliation Act, issued several reminders on this
1996, seeking behalf. Vide the said letter, BCL
conciliation for sought conciliation in this regard on
dispute regarding 08.08.2005, failing which BCL has
non payment of threatened to initiate legal action.
outstanding
amount.
JMC has replied, vide its letter
dated 13.08.2005, inter alia,
denying any balance due to BCL as
also the alleged correspondence.
7. Bharati 15.07.05 0.14 Notice under BCL has alleged that an amount of
Cellular section 405, 406 Rs. 13,845.13/- (after adjusting
Limited (BCL) & 420 of Indian deposit, if any) is due and payable
Penal Code, 1860 by JMC to BCL. Vide the said
relating to non letter, BCL has called on JMC to
payment of pay the said amount within 7 days
outstanding from the date of receipt of the
amount. notice, failing which, it shall initiate
civil and criminal proceedings
including orders for attaching
income of JMC.
JMC has replied, vide its letter
dated 13.08.2005, interalia, denying
that the said connection was ever
availed by JMC and has further
contended that no balance is due as
alleged.
8. New S. Kumar 24.09.05 0.21 Notice for SK claims to have been awarded
Roadlines alongwith the recovery of work order, whereunder, it had
(SK) running outstanding carried out transportation of certain
interest @ amount goods consignments and claims that
18% from 7th an amount of Rs. 21,000/- is
July’ 05 outstanding since July-2005. Vide
the said notice SK has called on
JMC to pay the said amount
alongwith running interest @ 18%
from July-2005 within 7 days of the
receipt of the notice.
JMC had sent its reply dated
December 22, 2005 to SK’s
advocate inter alia, denying the
contents of the said notice as well as
the alleged dues, by registered post
AD. However, the said letter
returned unserved. Therefore, JMC,
vide its advocate’s letter dated
December 31, 2005, forwarded a
copy of the earlier reply, along with
the copy of the Registered A. D.
Slip, evidencing dispatch of the
233
earlier reply to Mr. P. Sureshkumar
Sharma, the Proprietor of SK.
9. Mr. P.L. 14.10.05 0.33 Alleged Non PLN has stated that on account of
Nachiappan. release of salary his resignation due to family
(PLN) for March’02 and reasons, he has not received salary
14 days of salary for the entire month for March’02
of April ’02, local and 14 days of salary of April ’02,
conveyance local conveyance reimbursement
reimbursement from Jan ’02 to April ’02 @ 1250/-
from Jan’02 to per month, leave travel allowance
April’02 @ for 2000-01 and 2001-02, statutory
1250/- per month, bonus for 01-02, and Rs. 1000
leave travel towards notice cost.
allowance from
2000-01 to 2001- JMC has vide its letter dated
02, statutory 25.11.2005 replied to the said notice
bonus for 01-02, whereby it has pointed out that vide
and notice cost. its cheque no. 704988 dated
27.02.2003, JMC has already paid
the net outstanding to the tune of
Rs. 13,179/- and further that there
are no dues of PLN outstanding
against JMC.
10. Nrusingh 11.11.05 0.48 Claim towards NCS was a sub contractor under
Charan Swain outstanding JMC at M/s. Pushpgiri Institute of
(NCS) labour payment Medical Science, Thiruvalla, Kerala
and claims to have worked from
22.04.05 to 22.05.05 with 23
labourers. NCS claims that he was
entitled to Rs. 53,700/- allegedly
towards the payment of labour
wages but was paid only Rs. 5,556/-
on different occasions.
11. M/s Natcoms 07.04.05 0.19 • Claims towards NHS alleges that JMC has hired de-
Hiring outstanding watering pumps for work
Services charges for undertaken at Bandra, Mumbai,
(NHS) hiring de- Mhape, Navi Mumbai, BSM Site
watering pump. and D.Y. Patil College, Nerul, Navi
Mumbai. Bills certified by JMC to
the extent of Rs.69,099/- have been
part paid by JMC to the extent of
Rs.50,500/- leaving balance of
Rs.18,599/- as outstanding.
12. H. R. 18.01.06 6.46 plus • Non payment of HRC was deployed by JMC for
Construction interest @ alleged balance execution of work at the Indore
(HRC) 18% per amount of Rs. Municipal Corporation Site for
annum 45,909 and Rs. work pertaining to 1200 m.m. dia
6,00,000 on R.C.C. Bored Case in situ piles at
account of Manik Baugh Railways Crossing
alleged Bridge Indore, which HRC claimed
outstandings on to be completed. HRC, alleging a
bills and on joint meeting between P. Joshi and
account of total K. C. Goyal of JMC, claimed an
234
idling of labour, amount of Rs. 6 Lakhs towards
respectively. idiling of labours.Furthermore,
independent of claim based on
meeting, it has claimed that an
amount of Rs. 45,909/- is due
towards outstanding on its bills and
called upon to pay the said amounts
within 7 days of receipt of the notice
along with interest @ 18% from
January 2005 together with costs of
the notice at Rs. 500/-.
JMC, vide its reply dated May 6,
2006, whilst denying the allegations
/ contents of the notice, has
indicated that the said amount of Rs.
6 Lakhs will be paid only if such
claim is acceptable to Indore
Municipal Corporation and that too
after the payment from the Principal
(i.e. Indore Municipal Corporation)
is received and furthermore that the
claim of Rs. 45,909/- needs
reconciliation.
HRC, vide its letter dated

12.07.2006, denied the stand of
JMC stated in JMC’s letter dated
6.05.2006 and has reiterated its
demand for payment of Rs.6 lakhs
plus Rs.45,909/- and has stated that
failing such payment, JMC shall be
liable to pay interest @18% on the
aforesaid sums. HRC has also stated
that failing the receipt of payment
from JMC, it shall file a suit for
recovery for such amounts.
13. Messers Asian 21.03.06 NIL • Notice calling AHI had retained the services of
Heart Institute on JMC inter JMC for execution of Structural and
and Research alia to rectify / Civil Works for the sub structure
Center (AHI) repair water and super structure for Hospital
proofing and Block, at Bandra (E), Mumbai.
leakage However, after completion of the
problems, due work, AHI, alleging poor quality of
to alleged poor work, has called on JMC to inter
workmanship alia rectify / repair the alleged water
and use of proofing and leaking problems at
alleged sub- various floors. It has alleged that
standard JMC is liable for breach of contract,
construction supposedly on account of poor
material by workmanship and sub-standard
JMC. construction material allegedly used
• Threat of by JMC. AHI has also alleged that
initiating JMC has committed criminal breach
Criminal Action of trust and fraud / cheating under
235
and approaching sections 405, 406, 415, 417, 499 and
media, 500 of the Indian Penal Code, 1908
including the and has threatened criminal action
print, television against JMC.
and such other
agencies, with JMC, vide its reply dated 12.4.2006
the aforesaid has denied its alleged liability and
issue. has contended that the works sought
from JMC were not covered under
the guarantee as they had occurred
solely on account of decisions taken
by AHI and for factors beyond
purview and control of JMC. JMC
has also stated that the
waterproofing treatment has been
damaged and tampered with by
actions taken by AHI after
completion of activity and hence the
guarantee referred to by AHI has
been rendered void. JMC has denied
that it has committed breach of
contract. JMC has stated that it had
gone out of the way, though not
bound contractually / legally, and
had suggested remedial measures to
address the problems faced by AHI.
JMC has stated that the main cause
for non commencement of the repair
was the lack of taking a decision on
the part of AHI. Furthermore, JMC
has also cautioned AHI against false
criminal litigation, and that such
action shall be met with strong and
appropriate resistance, entirely at
the risk and cost of AHI. It has
further cautioned AHI against the
threatened false public maligning of
JMC and that in such eventuality,
JMC has stated that it shall be
constrained to take appropriate and
fitting action against AHI, including
action for defamation. AHI, vide its
letter dated 26.06.2006, has denied
the contents of the reply by JMC
and alleged that it had informed
JMC of the leakages within
reasonable time. AHI has also
denied that it has done tampering of
any kind on main terrace or on any
of the floors. It has also denied that
guarantee has become inoperative. It
has called upon JMC to rectify/
repair the water proofing, failing
which it has threatened to
commence repair works by itself, as
236
also initiate legal proceedings, both
civil and criminal, at the risks and
costs / liability of JMC.
JMC thereafter on 4.6.2007 sent a

reply to the counter reply of AHI
and denied the contents thereof.
14. Office of the 16.03.06 1.32 • Claim towards The subject notice has been issued
Regional Labour non payment to by the Office of the Regional
Commissioner I, Dilip Yadav & Labour CommissionI(C), New
New Delhi 13 others from Delhi on receipt of complaint from
08.10.2005 to one Mr. Dilip Yadav and others. In
06.02.2006 the said complaint, it has been
alleged that Mr. Dilip Yadav and 13
others had not been paid a sum of
Rs. 1,32,491, being the balance
outstanding of their alleged dues for
work done from 8.10.2005 to
6.2.2006 for work done by them
towards the digging, etc. of Sewer
lines for DMRC project from Moti
Nagar to Tilak Nagar. The Labour
Office, vide the subject notice, has
called upon JMC to offer its
comments and attend its office with
records and registers related to the
complaint.
JMC, in this connection, has

addressed a letter to M/s. AIM
Construction (the Labour
Contractor), with a copy marked to
the Asst. Labour Commissioner,
seeking the details of the dispute
regarding the payment to the
workers.
15. S. K. Nayak 10.12.05 0.95 • Non payment of S. K. Nayak got certain work orders
alleged security as PRW (Piece Rate Worker) on
deposits. various site of JMC. Vide the
notice, Mr. Nayak has contended
that security deposit deducted from
his bills has not been remitted to
him and on this count he has
claimed an aggregate amount of Rs.
95,463.45.
JMC, vide its reply dated

05.01.2006 has contended that only
a meger sum of Rs. 308 is
outstanding in his account, which
shall be released after Mr. Nayak’s
acceptance of the same with no
claim declaration as per the format.
16. M/s. Quality 3.10.07 6.09 • Recovery of QI was awarded certain work order
237
Intex (QI) alongwith outstanding as per the letter of intent dated
interest @ dues. 7.9.2001 and work order dated
18% per • Threat of 23.9.2001 of Aluminum and
annum initiating Fabrication Work for M/s. Saksheri
criminal and Chemicals Limited (Saksheri) by
civil action JMC on back to back basis. Vide the
including filing notice through its advocate, QI has
of winding up contended that invoices no. 84 dated
proceedings. 2.4.2002 and no.98 dated 28.5.2008
raised are not fully paid and an
amount of Rs.6,09,365.88 is unpaid.
JMC vide reply dated 21.3.2008,
inter alia, denied the liability and
has contended that due to poor
workmanship and due to leakage
through the aluminum windows in
the monsoon Saksheri has suffered
damages which made Saksheri to
carry out rectification work.
Saksheri has imposed upon JMC
penalty due to the said loss and that
since the work was awarded to QI
on back to back basis, the penalty
has been passed on to QI.
17. M/s. V. K. 03.04.08 35 lacs • Notice for VK was awarded the work for
Trans recovery of shifting, loading, transporting,
Engineering outstanding erection / launching of pre-cast
Pvt. Ltd. (VK) amount as well girders for the construction of
as asking to flyover at Green Land Flyover
continue with Project, Hyderabad.
the work.
In the said notice VK has, inter alia,
alleged that due to failure of JMC to
pay bills it is facing lot of problems.
It is alleged in the notice that so far
VK has incurred an amount of
Rs.35 lacs on the project and the
same are payable by JMC to VK. It
was further alleged that VK has
learnt that JMC’s aim is not to pay
the said amount to it and to entrust
the said work to some other agency.
JMC has through its advocates letter

dated 6.5.2008 responded to the said
notice. In the said reply JMC has,
inter alia, denied the allegations /
claim raised by VK as the same
being baseless and stated that the
contract with VK was terminated by
JMC vide letter dated 31.03.2007 as
per the terms of the contract.
18. Avtar Singh 22.9.2008 50.24 • For recovery of Avatar Singh was allotted work for
Construction alongwith outstanding Trichy, Madurai NH-45 B Road
Company (p) interest Project by JMC. In the said notice
238
Ltd. (Avtar @24% amount Avatar Singh has alleged that
Singh) inspite of several reminders as well
as assurance from various officers
of JMC including Vice President
and Managing Director, an amount
of Rs.6,77,732/-, which was
allegedly wrongly debited, was not
released to him. He has further
claimed that inspite of his request to
return Bank Guarantee of
Rs.20,00,000/-, refund security
deposit amounting to Rs.43,46,
604/- JMC has not returned /
refunded the same. Avatar Singh
has therefore claimed an amount of
Rs.50,24,336/- alongwith interest at
the rate of 24% p.a. and also asked
JMC to return Bank Guarantee of
Rs.20 lacs within 15 days.
JMC vide its reply dated

26.12.2008, inter alia, denied the
contentions / liability raised in the
notice and stated that the work
referred in the notice were duly
completed as per the terms and
conditions. It is further stated that
Avatar singh has neither submitted
the final bill of his claim nor obtain
the desired store clearance. It was
further stated in the reply that
Avatarsingh has committed the
breach of the terms of the agreement
and therefore is liable for liquidated
damages as provided under the
terms of the agreement.
Avatar Singh vide letter dated

12.2.2009 responded to the reply of
JMC dated 26.12.2008. In the said
reply while denying the contentions
raised in JMC’s reply, forwarded
the final bill No.1 & 2 and stated
that he is willing to settle the
disputes and differences amicably
with mutual negotiation and called
upon JMC to release the total
amount demanded vide notice dated
22.9.2008 and settle the bill within a
period of 20 days in case of denial.
It is further stated in the said reply
that in case if JMC is not ready to
make payment and settle the dispute
amicably then he shall appoint
Arbitrator within a period of 30
239
days from the date of receipt of this
request as per the terms of
arbitration clause.
19. The Regional 28.9.04 NIL • Non- A Show cause notice dated
Director, submission of 28.9.2004 from the Office of the
Employee declaration Regional Director, ESIC was
State Insurance forms under received by JMC, Mr. I. K. Modi,
Corporation, Regulation Mr. Hemant Modi, Mr. Suhas Joshi,
Ahmedabad No. 11, 12 and Mr. Arun Gandhi, Mr. N. K. Patel
(ESIC) 14 of the ESI and Mr. Ajay Mehta who are stated
(General) to be the principal employers of the
Regulations, factory / establishment of JMC
1950. requiring JMC to show cause as to
why they should not be prosecuted
• Non- for the charges, under sections
submission of 85/85-A/85-C of the ESI Act, 1948.
particulars in
Form–01 as It is also stated that under section
required under 85-B of the ESI Act, the
section 2A of Corporation is entitled to recover
the ESI Act, the amounts payable under the ESI
1948 read with Act from the Employers.
the ESI
(General) JMC replied on 8.10.2004, inter alia
Regulations, giving detailed reasons for not
1950. providing the information to the
• Non- Area Inspector. JMC requested that
submission of an officer be deputed for inspection.
return of
contribution Pursuant thereto, ESIC officials
under conducted inspection on 4th, 5th and
Regulation 13th April 2005 and called upon
No. 31 of ESI JMC for certain compliances which
(General) JMC abided by way of deposit of
Regulations, Rs. 1,06,351/- and Rs. 4,817/- on
1950 April 20, 2005 and April 30, 2005
respectively. Subsequently, JMC,
vide its letter dated May 6, 2005,
has brought to the notice of ESIC,
the aforesaid compliances and has
requested that the show cause notice
dated September 28, 2004 be
withdrawn.
20. Letter from the 12.01.06 5.51 • Claim towards The letter has been addressed to the
Office of the non payment of Managing Director of JMC. The
Assistant arrears to 60 letter states that two groups of
Labour workers. workers had filed separate
Officer, complaints before the Office of the
Balugaon, Assistant Labour Officer, Balugaon,
Dist. Khurda, Khurda alleging that the Labour
Orissa. Contractor, one Mr. Dhrub Guru,
had not paid their wages to the tune
of Rs.2,87,454 and Rs.2,63,942 in
respect to the work done by them at
Surya Park Site and the Digital Site
240
of JMC, respectively. The notice
further records that in course of
inquiry / discussion, the Labour
Contractor alleged that it had not
received payment to the tune of
Rs.6,48,550/- from JMC. The notice
records that letters issued to Project
Manager of JMC, forwarding details
of alleged claims of the workers and
the alleged dues of the Labour
Contractor, remained unattended,
and hence the subject letter. The
letter calls upon JMC to look into
the matter and send authorised
representative, conversant with the
facts accompanied by supportive
documents to the office of the
District Labour Office for finalizing
the claim of the workers. It further
records that in case such
representative does not appear at the
office of the Asst. Labour Officer,
then it would be presumed that JMC
has nothing to say in the matter and
in that eventuality, appropriate
further action shall be taken.
JMC has thereafter addressed a

letter to Mr. Dhruva Guru (the
Labour Contractor), with a copy
thereof marked to the Office of the
Assitanct Labour Officer, Balugaon,
Khurda, informing that JMC has
settled all its payments and that a
certain difference of payments to the
tune of Rs. 10,322/- has also been
deposited JMC has thereafter
requested Mr. Guru to settle his
labour dues.
Thereafter JMC has written a letter

dated 21.01.06 to the Assistant
Labour Officer (Khurda)
Bhubaneshwar, mentioning inter
alia, that Rs. 10,322/- apart from the
earlier payment, have been
forwarded to the Labour Officer and
that no further amount remains
outstanding towards the said
contractor. The said letter also states
that the matter be dropped
accordingly.
21. Office of the 11.04.05 NIL • Non compliance Senior Labour Inspector, 14th Circle
Senior Labour of provisions and 18th Circle and Labour
Inspector, 18th relating to inter Inspector, 18th Circle carried out an
241
Circle, state migrant inspection of the records pertaining
Bangalore. labour to the labour, who were working
• Copies of forms with the JMC at its site at Banglore
etc., required to namely, M/s. RGA Software
be filed in Systems (P) Ltd., Surya Sapphire,
compliance of Surya Park-III, Banglore. The
regulatory inspection report of the even date
requirements pointed out certain lapses by JMC
concerning under the Inter State Migrant
labour sought, Workmen Act, 1979, including but
on the not limited to non availability of full
assumption that wages and return journey fare to the
such (Inter State) Migrant Workmen as
compliance has also the non availability of facilities
not been made. such as drinking water, rest room
etc. The report mentions of certain
applications concerning Mr. Druva
Guru (refer item no.A.I.20). Certain
other records too were sought but
apparently not produced. In
pursuance of the said report dated
11.04.05, a notice of even date came
to be issued whereby JMC was
called on to produce records, mostly
forms prescribed under legislations
pertaining to contract labour and
records pertaining to contract labour
within 7 days of the date of the
notice.
JMC, vide its reply dated

05.05.2005 has stated that the
principle employer has obtained
certificate of registration from
concerned Assistant Labour
Commissioner and that JMC has
obtained the contract labour license
from the concerned Assistant
Labour Commissioner. It has
contended that it does not employ
any Migrant Worker and therefore
the issue of compliances of the
requirement of Interstate Migrant
Workmen Act does not arise.
Furthermore, the letter states that
various facilities, such as drinking
water, rest room etc. are being
provided to the labour.
Vide a further letter dated 01.07.05,

JMC has clarified that the claim of
Dhruva Guru is exaggerated and
that the mode of payment to Labour
Contractor is on ‘piece rated’ basis
and hence the question of overtime
242
does not arise. JMC has reiterated
that it does not employ any
interstate migrant worker.
Furthermore, a Demand Draft of Rs.
10,322/- being the amount of the
difference of the minimum wages of
the workers working at the site and
amount actually paid was also
forwarded to the Labour Officer
with a request to distribute the same
amongst the labour.
22 M/s. Metal 04.05.06 7.53 plus • Notice calling MB has alleged that it has
Brites (MB) interest @ on JMC to pay completed aluminum and glass
18% per alleged fabrication work at two projects
annum and outstandings. undertaken by JMC at Chennai
the cost of Mofussil Bus Terminal, Koyambedu
notice to the (hereinafter, ‘CMB’) and National
tune of Rs. Institute of Fashion Technology,
2,500/- Taramani (hereinafter, ‘NFT’).
However, the bills of MB, though
raised, have not been cleared. MB
has alleged that a balance of
Rs.2,88,098 is due and payable out
of the total amount payable for the
bills in respect to CMB. It has also
alleged that a sum of Rs.4,65,139 is
payable out of the total amount
payable for the bills in respect to
NFT. Therefore, it has alleged that a
total amount due to MB is Rs.
7,53,457/- (this alleged aggregate
amount is wrongly mentioned in the
notice as Rs.7,53,457/- instead of
Rs.7,53,237/-). MB has also sought
interest at the rate of 18% p.a. from
the alleged due dates on which
amounts as aforesaid allegedly
became due along with cost of the
notice to the tune of Rs.2,500/-. All
of the aforesaid payments have been
sought by MB within 15 days of the
receipt of notice, failing which, MB
has threatened to initiate legal
proceedings, both civil and criminal.
JMC vide its reply dated 5.07.2006,

has replied to the said notice. JMC,
by the said reply, has forwarded its
Statement of Accounts for NFT and
CMB, stating that the said
Statement of Account has been
prepared on the basis of detais given
by MB. The said annexures also had
reasons for differences. The reply
states that its is JMC who is to
243
recover Rs. 2,50,674/- for CMB
work and is to pay Rs. 25,698/-
towards NFT Work. Hence, as per
JMC, the net recoverable amount
from MB is Rs. 2,24,976/-.
II. OUTSTANDING LITIGATIONS filed against JMC.

(a) Civil Cases.
Sr. Case No Parties Court / Place Amount Brief details of the case
No of Institution claimed (Rs. in
(lacs) (Rounded
off)
1. Special 1. Hemant Court of Civil 12.98 (being the M/s. Victor India (VI) through its
Civil Suit H. Judge (S.D.) at aggregate proprietor Mr. Sanjani (the Plaintiff),
Nos. 5 & 6 Sajnani Anjar, Kutch amount in both was awarded fabrication and erection
of 2005 V/s. and Court of the suits) with work at different sites. The Plaintiff
JMC & Civil Judge further interest filed the present suits, inter alia,
anr. (S.D.) at @ 12% per contending that the Plaintiff’s
Gandhidham annum on machineries have been illegally
principal. detained and for outstanding
2. Hemant payments by JMC. Subsequently,
H. pursis dated 10.2.05 for compromise
Sajnani regarding detention of machineries
V/s. were filed in the said suits by the
JMC & respective parties whereon the Court
anr. passed order dated 10.2.2005
granting the said pursis in both the
suits. The Plaintiff, under the said
orders, has been permitted to take
away the machineries. The Plaintiff
has made applications in each of the
said suits under Order 38 Rule 5 of
Civil Procedure Code, 1908 praying
for deposit of claim amount or
attachment of properties lying at the
site described in the said
Applications. Subsequent to the
filing of said applications, JMC has
filed an application for rejecting the
plaint under Order 7 Rule 11 of Civil
Procedure Code, 1908 in both the
suits. VI has filed its reply to the said
applications in both the suits
whereby it has contended that the
said applications filed by JMC are
solely to delay the proceedings and
have denied all the averments in the
said applications and have prayed for
dismissal of the said applications.
During the pendency of this

application, Special Civil Suit No. 5
244
of 2005 has been transferred to Court
of Civil Judge (S.D.) at Gandhidham.
In Civil Suit No. 5 of 2005 the

application under order 7, rule 11
was rejected on 10.5.2007. In
application under order 38 rule 5
filed for attachment of the property
in the Civil Suit No. 5 of 2005, the
Hon’ble Court has passed the order
directing JMC to furnish bank
guarantee of Rs.6 lacs. JMC has,
accordingly, furnished the bank
guarantee of Rs.6 lacs. The matter is
now kept for framing the issue.
In Civil Suit No. 6 of 2005, the

Hon’ble Court has passed an order to
hear both the applications, i.e.
application under order 7, rule 11
and an application under order 38,
rule 5, with suit. The matter is now
kept for framing the issue.
2. Special Congni-zant The Court of NA CTS had awarded a contract to JMC
Civil Suit Technology Civil Judge Sr. (as the suit for construction of Civil and
No. 658 of Solutions Div. Pune, at prayer is for Plumbing works at the office
2005 India Pvt. Pune declaration and building of CTS at Hinjawadi, Pune.
Limited permanent Disputes arose between JMC and
(CTS) restrainment) CTS in respect to the amount
V/s. payable by CTS to JMC. CTS has
JMC therefore filed the subject suit
seeking declaration that JMC is not
entitled to claim more than an
aggregate of Rs. 7,62,592/- from
CTS for the aforesaid contract and
further permanently restraining JMC
from demanding any further amount
from CTS.
JMC has objected to the jurisdiction

of the Court by an application dated
19.9.2005, preferred under Section 8
read with Section 5 of the Arbitration
and Conciliation Act, 1996,
contending inter alia, that in view of
arbitration clause mentioned in the
Contract Document, the disputes
raised by CTS before the Court can
only be adjudicated by an Arbitration
Tribunal. Vide the said application,
JMC has sought the disputes raised
in the suit to be referred for
arbitration.
JMC also preferred an application for
directing the Plaintiff to supply
245
copies of certain documents on
7.10.2005.
CTSL has not filed its reply to the

application dated 7.10.2005.
3. Suit No. M/s. Avtar The Court of 3.30 along with ASC was awarded sub contract by
29/06 Singh, Additional pendentalite JMC at M/s. Power Welfare
Contractors District Judge, interest therein Organization Site at Gurgaon,
(ASC) V/s. Delhi w.e.f. 01.04.06 Haryana.
JMC and costs
It is alleged by ASC that in order to
avoid delay in execution of the
project, a 5% incentive was promised
(quantified at Rs. 1,25,000/- approx)
provided the work was completed in
time. ASC alleges that the work was
finished before time but JMC did not
pay the promised incentive.
Furthermore, of the amount alleged
to be due after completion of the
work, i.e. Rs.5,83,634/-, balance
outstanding of Rs. 2,83,634 is
allegedly due and payable and thus, a
total amount of Rs. 4,08,634 was due
and payable.
Thereafter, it is alleged that on

15.09.04, ASC was handed over a
cheque for an amount of Rs.
1,72,000/- vide cheque no. 213301 of
the even date, as full and final
amount payable. ASC had deposited
the cheque and the cheque was
cleared. ASC has denied that the
matter was settled for the said
amount of 1,72,000/- citing certain
exchange of notices between the
parties, wherein JMC has alleged
that the account has been settled for
all times to come. The suit is for the
recovery of the alleged balance
outstanding amount of Rs.2,64,216/-,
along with interest amount of Rs.
65,389/- (@ 18% from the period of
15.09.04 to 31.3.06) and thus the
amount comes to Rs. 3,29,605/- and
further interest pendentelite.
The Hon’ble Court vide order dated

1.12.2006 passed a decree directing
JMC to pay Rs.1,10,000/-.
4. Civil Misc. BASF India City Civil 671 lacs JMC was awarded the civil and
Appln. No. Limited Court, structural work by ACCO at Mumbai
336 of (BIL) v/s. Ahmedabad in February 2000 with a stipulated
246
2007 JMC completion period of six months.
According to JMC, the work was
delayed due to delay in providing
drawings and other details and in
handling over of site by ACCO. As a
consequence, JMC had to incur extra
expenditure. JMC invoked
arbitration clause and initiated
arbitral proceedings for a claim of
Rs.84,66,217/-.
BIL thereafter filed its counter claim

on 15.10.2004 for alleged damages
of Rs.670.21 lacs.
On 27.1.2007, the Hon’ble Arbitrator

has passed an award and rejected the
claim of JMC as well as the counter
claim of BIL.
BIL has filed section 34 application

challenging the award. JMC has
filed its reply. The matter is pending
for further hearing.
5. Civil Suit Vasudev v/s. Senior Civil 1.32 Vasudev was the labour contractor of
No. 337 of 1. Delhi Judge, Tis AMI Construction Company (AMI),
2007 Metro; 2. Hazari Court, sub-contractor of JMC, for DMRC
JMC and 3. Delhi. project at DMRC site.
AIM
Construction Vasudev had preferred the Civil Suit
Company against Delhi Metro Rrail
Corporation (DMRC), JMC and AMI
for recovery of an amount Rs.1.32
lacs. It is JMC’s case that since
Vasudev was employed by AMI,
JMC was not responsible for any of
the outstanding claim.
JMC had filed reply on 24.1.2008

and the matter is pending before the
Court.
6. Civil Suit Wonderproof Civil Judge 19.00 alongwith WP was the subcontractor for
No. 339 of (WP) v/s. (SD), Gurgaon interest @18% waterproofing works at Gurgaon site.
2007 JMC per annum After the work-order was issued to
WP by JMC, WP asked for rate
revision, which was not approved by
JMC. After completion of work, WP
issued a notice to JMC for extra
compensation towards rate revision
& balance outstanding on 03/05/04.
Thereafter another notice dated
28.6.2004 was issued by WP to JMC
intimating about non-requirement of
furnishing Performance Bank
247
Guarantee to JMC for Warranty.
Both the notices were replied by
JMC on 28.07.2004 inter alia,
contending that:
• Warranty was necessary as per
the Work Order placed by JMC
on WP.
• Payments were withheld by
JMC for non-compliance of
submission of Performance
Bank Guarantee by WP.
Thereafter JMC had addressed a
legal notice dt. 24.12.2005
reminding WP to provide, in terms
of sub-contract, a bank guarantee for
the amount of 10% of the costs of
works, valid upto 180 days.
WP has preferred the Civil Suit for

claiming an amount of Rs.19 lacs
with interest @18% per annum.
JMC has filed its reply and the
matter is now fixed for evidence.
No interim order has been passed.

7. Civil Suit Shailja City Civil 1.13 M/s. Hester Pharmaceutical Ltd. had
No. 460/ Aluminum Court, awarded the contract for the
2008 P. Ltd. Ahmedabad construction of vaccine facility at
(Shailja) village Adrej, Mehsana In the said
v/s. JMC project the work relating Aluminium
doors and windows was given to
Shailja by JMC.
According to JMC due to the poor

workmanship by Shailja, it had asked
Shailja to rectify the defects but
Shailja failed to rectify the same and
hence JMC requested Shailja to
extend the validity of the Bank
Guarantee up to 28.02.2009. JMC
also advised the bank to extend the
validity of the said Bank Guarantee
failing which the same shall be
encashed. In the meanwhile, Shailja
has preferred the Civil Suit against
JMC praying for stay order against
the encashment of the bank
guarantee. However, JMC has
encashed the said Bank Guarantee.
JMC has filed reply as well as

application under section 8 of the
Arbitration and Conciliation Act,
1996 in view of the arbitration clause
in the work order. Shailja has filed a
248
reply to the said application on
06.05.2009 to which counter reply is
filed by JMC on 24.06.2009. The
matter is pending for hearing.
In the meanwhile in view of

encashment of the bank guarantee by
JMC, Shailja has filed an application
for seeking direction against JMC for
depositing of the amount of Rs.1.13
lacs in the Court. The said
application is pending.
8. Special Protex Civil Judge 42.86 M/s. Bajaj Auto Ltd. (Bajaj) awarded
Summary Engineering (SD) Pune contract to JMC for construction of
Suit No. Pvt. Ltd. its product Engineering Test House
45/2008 (Protex) (PE test house) at Akurdi, PCMC,
v/s. JMC Pune, where JMC had entered in the
contract with Protex and allotted the
work of Heating Ventilating Air
Conditioning (HVAC) and
mechanical services at above
mentioned PE Test project.
According to JMC due to the delay

on the part of Protex the overall
completion of the project was
delayed and Bajaj had imposed the
penalty on JMC. As per JMC, the
contract was on back to back basis
with Protex and therefore JMC has
recovered some amount from Protex
as penalty, as per the terms of the
contract.
Protex had issued the legal notice to

JMC on dated 23.2.2007 and same
was replied by JMC.
Afterwards Protex has preferred

summary suit under order 37 of the
civil procedure code and claimed the
amount of Rs.42.86 lacs and JMC
had filed the leave to defend
application against the summons for
judgment.
Protex, thereafter, on 12.12.2008

filed reply to the leave to defend
application filed by JMC.
The matter was argued at length on
20.1.2009 and now it is pending for
orders.
9. AOP 1118 Bharat Heavy The Principal Arbitral Award JMC was awarded the civil and
of 2008 Plate & District Judge for 64.78 with structural work (the Work) for
249
Vessels at interest @ 9 % BHPV at Mumbai in February 2000
Limited Visakhapatana in favour of JMC with a stipulated completion period
(BHPV) m. is challenged of 11½ months. According to JMC
v/s. the said Work was delayed due to the
JMC delay in providing drawings and
materials by BHPV. As a
consequence JMC had to incur extra
expenditure. During pendency of
JMC’s representation for
consideration of its claims for delay
in payment, overheads incurred
during the extended period etc.,
BHPV unilaterally decided and
levied Liquidated Damages on JMC
for the delay in completion of work.
JMC thereafter invoked the
Arbitration clause leading to the
present proceedings.
BHPV has filed a reference to Board

for Industrial and Financial
Reconstruction (BIFR) under the
Sick Industrial Companies (Special
Provisions) Act, 1985. BHPV also
preferred an application for staying
the arbitration proceedings in view of
the said reference. However, the
Arbitral Tribunal rejected the same
on 4.2.2005. BHPV has approached
the High Court of Judicature of
Andhra Pradesh at Hyderabad by
writ petition no. 2783 of 2005
challenging the order dated 4.2.2005.
The Hon’ble High Court by its order
dated 11.3.2005 has suspended the
operation of the impugned order
dated 4.2.2005.
Subsequent to the same, JMC has

filed a counter affidavit in the said
writ petition to vacate the stay
granted and to dismiss the writ
petition with costs. JMC has also
filed a Vacate Stay Petition to vacate
the stay granted in the writ petition.
Vide order dated 21.9.2004 the
Hon’ble High Court dismissed the
writ petition no. 2783 of 2005.
Subsquently, the Hon’ble Arbitral

Tribunal passed an award dated
18.7.2008 directing BHPV to pay
JMC an amount of Rs.64.78 lacs plus
interest @9% per annum from
21.2.2002 till payment thereof with
250
arbitration cost of Rs.1,50,000/-. The
rest of the claim of JMC was
dismissed without cost.
BHPV has filed this application for

setting aside the said award dated
18.7.2008 passed by the Arbitral
Tribunal. JMC has filed reply to this
application on 17.06.2009. The
10. Civil Misc. Larsen & The City Civil Arbitral Award The work for construction of
Application Toubro Ltd. Court at in favour of JMC Ahmedabad-Mehsana Road, (from
No. 80 of (L&T) Ahmedabad. for 445.59 with km 47.70 to km 70.6) was awarded
2009 v/s. 15 % interest is to JMC by L&T in July-2000 with a
JMC challenged stipulated completion period of 24
months. Apparently, during the
period of execution, JMC was
instructed to execute certain tasks
that were beyond the items specified
in Bill of Quantities and the project
was delayed due to the reasons not
attributable to JMC. JMC claimed
reimbursement of escalation as per
the escalation formulae given in the
contract. The claim of JMC was not
honoured and hence JMC, after
appointing an arbitrator of its own,
preferred Arbitration Petition No. 5
of 2004 before the High Court of
Gujarat for appointment of the
second arbitrator. However, the
Hon’ble High Court by its order
dated 30.06.2005 appointed Retd.
High Court Judge, Mr. Justice N. G.
Nandi, as Sole Arbitrator. The Sole
Arbitrator had entered upon
reference and fixed the first hearing
on 08.01.2006.
However, the Hon'ble Retr. Mr.

Justice N. G. Nandi expressed his
inability to conduct the arbitration in
view of his appointment as the
President of Gujarat State Consumer
Dispute Redressal Commission. JMC
thereafter filed an application dated
23.3.2006 for appointment of Sole
Arbitrator before the Hon'ble High
Court of Gujarat. The Hon’ble Court
vide its order dated 24.8.2006
appointed Hon’ble Mr. Justice M. S.
Parikh (Retd.) to act as a sole
arbitrator.
The Hon’ble Arbitral Tribunal
251
passed an award on 14.11.2008
directing L&T to pay sum of
Rs.4,45,59,541/- plus interest @ 15%
from the date of reference till date of
award, within three months, failing
which further interest @18% from
the date of award till payment.
L&T has filed this application for
setting aside the said award dated
14.11.2008 passed by the Arbitral
Tribunal. JMC has yet not filed reply
to this application.
(b) Labour Matters
Sr. Reference No Parties Place and Amount Involved/ Brief details of the case
No Court of Claims made
Institution
1. WC 123 of Pratap- Workmen Rs. 2,50,000 The case was filed by POR,who
1998 bhai Compensat- alongwith was working as a sub-contractor’s
Odhar- ion Commiss- compound interest employee at M/s Hindustan
bhai ioner, @18% per annum Erection Co. site. He has claimed
Rabari Ahmedabad from 4.3.1996, 50% compensation for 100% disability
(POR) penalty thereon and pursuant to an accident. JMC has
v/s. JMC for costs. filed Written Statement dated
and anr. 8.1.1999. Vide the said written
statement JMC has denied that
POR is its workman and also
denied that the said accident
happened while POR was on
official duty.
The matter has been settled and
the award is awaited.
2. Recovery Pratap Presiding Rs. 1,01,640/- Mr. Pratap Odharbhai Rabari,
Application Odhar- Officer, Labour plus Rs.5000/- as claiming to be the sub
No. 1485 of bhai Court, costs and interest contractor’s workman, has filed
1998 Rabari v/s. Ahmedabad @18% per annum the Recovery Application
JMC & from due date till alleging that he was illegally
another. actual realization. terminated by JMC. JMC has
filed Written Statement dated
28.9.1998 denying the allegations
and contending, inter alia, that he
is not JMC’s workman. The
matter has been settled and the
award is awaited.
3. Recovery Ramesh- Presiding Rs. 1,19,015/- plus Mr. Rameshbhai, claiming to be
Application bhai alias Officer, Labour Rs. 5000/- as costs the sub contractor’s workman,
No. 1486 of Karshanbh Court, and interest @ 18% has filed the Recovery
1998 ai Odhar- Ahmedabad per annum from due Application alleging that he was
bhai v/s. date till actual illegally terminated by JMC. JMC
JMC & realization. has filed Written Statement dated
252
anr. 28.9.1998 denying the allegations
and contending, inter alia, that he
is not JMC’s workman. The
matter is pending and coming up
on 07.07.2006 for recording
evidence. However Union
objected to the appearance of the
company advocate under section
36 of ID Act, 1946. The matter
has been reserved for orders in
respect of the said objection.
There after the matter has been
settled and the award is awaited.
4. Ref. L.C. No. JMC & Presiding Rs. 2,06,526/- Mr. Pratapbhai Rabari claiming to
1267 of 1998 ors (First Officer, Labour (amount is be contractor’s workman has, in
Party) & Court, calculated from the the subject reference, alleged that
Pratap- Ahmedabad date of termination he was illegally terminated. He
bhai upto 31.03.2006) has sought, inter alia,
Odhar- Reinstatement with reinstatement with back wages.
bhai back wages and JMC has filed Written Statement
Rabari & incidental benefits dated 11.07.2005 denying the
anr allegation and contending, inter
(Second alia, that he was not JMC’s
Party) workman. The matter has been
settled and the award is awaited.
5. Ref. L.C. No. JMC Labour Court, Rs. 2,70,000/- Ramjibhai Gohil claims that he
261 of 2002 (First Ahmedabad (amount is was working as civil supervisor
Party) and calculated from the and his services were illegally
Ramji- date of termination terminated. He has inter alia,
bhai upto 31.03.2006) sought reinstatement with back
Ganga- Reinstatement with wages and benefits. JMC has
ram Gohil back wages, filed Written Statement dated
(Second incidental benefit 11.10.2005 denying the
Party) and costs of allegations and has contended
Rs.10,000/- inter alia that the Second Party
workman, had gone on leave
from 07.04.01 and since
abstained from reporting back on
duty. The matter is pending for
recording evidence.
6. Workmen’s Satyana- Court of Rs. 6,90,080/- SO has alleged that he met with
Compensa- rayan Commission-er along with interest an accident on 13.07.99. SO, in
tion Non-fatal Ozha for Workmen’s at the rate of 18% his application, alleges that he
Case No. 32 / (SO) V/s. Compensati-on, per annum payable being a project engineer, is a
2004 JMC at Bhavnagar. from the date of workman in terms of the
accident & penalty Workmen’s Compensation Act.
equivalent to 50% He claims that he has sustained
of the compensation multiple fracture on his body due
amount. to an accident which he claims to
have met while on official duty.
He alleges that as a result of the
said accident, he has suffered
100% permanent disability and
has therefore claimed Rs.
253
6,90,080/- along with interest at
the rate of 18% per annum
payable from the date of accident.
He has alleged that the
compensation, allegedly payable
by JMC (the Opponent), has not
been deposited by JMC within 30
days with the Commissioner and
for the said reason, he has prayed
that JMC may be called upon to
pay penalty equivalent to 50% of
the compensation amount.
The matter is pending.
7. Recovery Rakesh G. Labour Court, Rs. 1,08,455/- and RP filed the subject application
Application Patel (RP) Ahmedabad costs to the tune of in the Labour Court, Ahmedabad,
No. 435/06 V/s. JMC Rs. 5000 claiming an amount of Rs.
1,08,455/- allegedly being, the
aggregate of Rs. 87,731.83
towards over time, Rs. 10,724.00
towards leave encashment and
Rs. 10,000/- towards deduction of
the employers share to PF
contribution from his salary.
Apart from the above, he has also
prayed for costs to the tune of Rs.
5000/-. A copy of the said
recovery application has been
served on JMC vide notice, dated
13.4.2006.
The matter is pending for hearing.
8. Recovery Sukhab- Labour Court, Rs. 27,03,640/- plus SR has filed the recovery
Application hai Rama- Godhara Rs. 500 towards application claiming to be a
No. 11 / 2006 bhai (SR) costs and interest labourer. Whilst giving the
V/s. JMC breakup of his claim against
JMC, he has alleged that out of
his alleged aggregate dues of Rs.
5,56,410/- only an amount of Rs.
3,80,000/- has been paid and a
balance of Rs. 1,16,410/- is
allegedly outstanding. To the said
alleged outstanding, he has made
further claims of Rs. 44,050/-, Rs.
33,180/- and Rs. 16,724/-
towards plastering and attendance
which aggregates to a sum of
Rs.2,70,364/-. SR has claimed an
amount of Rs. 27,03,640/- being
ten times the amount of the claim
calculated as aforesaid and
interest thereon plus Rs. 500
towards costs.
(c) Past Criminal Cases.
254
Sr. Reference No Parties Place and Court Verdict Brief details of the case
No Court of
Institution
1. Summary Registrar Court of Addl. Fine imposed on The Registrar of Companies had
Case No. of Compa- Chief JMC & other issued a show cause notice to
900/98 nies, Metropolitan accused. JMC and its directors under
Ahmed- Magistrate, Section 383(1A) of the
abad Ahmedabad Companies Act, 1956 stating that
V/s despite the paid up capital of
JMC JMC being higher than Rs. 50
& others Lacs, JMC did not have a whole
time Company Secretary. JMC,
vide its reply dated 5.10.1998
stated inter alia, that it was
looking for Whole time Company
Secretary through internal sources
and also through some agencies
and had published newspaper
advertisement, but had so far
failed to find a suitable candidate.
Thereafter, the Registrar of

Companies, Gujarat filed a
complaint, before the Court of
Addl. Chief Metropolitan
Magistrate, Ahmedabad, on the
aforesaid grounds against JMC
and two of its directors, namely,
Mr. Hemant Modi and Mr. Ajay
Mehta.
The Hon'ble Court, vide its order

dated 13/12/1999, ordered a fine
of Rs. 742 each to JMC and Mr.
Hemant Modi and a fine of Rs.
375 to Mr. Ajay Mehta, which
were paid on the same day. In
addition to the same, Mr. Hemant
Modi was ordered to pay a sum of
Rs. 100 towards costs, which too
was paid on the same day.
2. C. Case No. M. H. Court of XIII Rs.4,00,000/- being MHN Associates, though its
29219 of 2005 Ramesh, Add. Chief the amount of the Proprietor, M. H. Ramesh, claims
Proprietor, Metropolitan dishonoured that JMC had issued two post
MHN Magistrate, at cheque; and, dated cheques for the aggregate
Associates Bangalore compensation amount of Rs.4,00,000/- towards
(MHR) amount. certain work orders duly
v/s. completed by MHR. MHR claims
JMC and that the cheques were presented
others on 24.07.2005 but came to be
returned on 26.07.2005 with an
endorsement , ‘Payment stopped
by Drawer’. MHR states that it
255
issued a notice of demand on
05.08.2005 which has beenm
served on JMC but JMC has not
paid the said amount of Rs.4
lakhs and therefore he has filed
this complaint. Apart from the
amount under the cheques, MHR
has claimed compensation
amount out of fine amount under
section 357 of CrPC.
Summons having been served, the

General Manager has appeared in
the Court on 11.7.2006 and his
bail application has been allowed
on giving of personal bond of
Rs.20,000/-.
Subsequently, vide order dated

29.9.2005 the Hon’ble Court
deleted JMC as a party.
The matter was subsequently

settled and the matter was
withdrawn.
3 Ciminal Case Mr. Addl. Chief Charges for The Complainant had alleged that
No. 420 of S.L.Naik Metropolitan offences under he had visited the establishment
2006 (Complain Magistrate, clause 42 for of the accused. On enquiry it was
ant)V/s Mumbai contravention of learnt that the accused were
JMC & clause 13(1) (c) of engaging 5 non-exempted
ors the Private Security security personnel through the
Guards (Regulation said agency. According to the
of Employment & complainant the accused were
Welfare) Scheme – employing private security guards
2002 read with and therefore they are the
Section 3 (3) of principal employers within the
Maharashtra Private meaning of Section 2 (8) of the
Security Guards Maharashtra Private Security
(Regulation of Guards (Regulation of
Employment & Employment & Welfare) Act,
Welfare) Act, 1981 1981 and clause 13 of the Private
Security Guards (Regulation of
Employment & Welfare) Scheme
– 2002 and that they were
therefore required to get
themselves registered with the
board.
As per the complaint, the

complainant issued a show cause
notice dated 17.3.2006 calling
upon accused to show cause why
penal action should not taken
against them.
256
According to the Complainant,
the Accused had failed to get
themselves registered and
therefore committed offence
under clause 42 for contravention
of clause 13(1) (c) of the Private
Security Guards (Regulation of
Employment & Welfare) Scheme
– 2002 read with Section 3 (3) of
Maharashtra Private Security
Guards (Regulation of
Employment & Welfare) Act,
1981.
The Addl. Chief Metropolitan

Magistrate, Mumbai issued
summons on 2.1.2007. JMC,
Hemant Modi and Suhas Joshi
pleaded guilty and hence the
Court vide Order dated 4.4.2009
imposed a fine of Rs.1,500/-,
which has been paid by JMC and
others, and accordingly the matter
stands disposed off
4. Criminal Case Gover- Judicial Fine of Rs. 10,000/- The Government Labour Officer
No. 2678 of nment Magistrate, up to Rs. 20,000/- has alleged that he found child
1999 Labour First Class, workers on a JMC site. Initially
Officer Ahmedabad Violation of Section JMC had denied any violation of
(Compl- 3 of Child Labour the said Act. The examination-in-
ainant) (Prohibition and chief of the complainant had been
V/s. Regulation) Act, concluded. The cross-
JMC & 1986 and rules examination was partly done on
others framed thereunder. 15.10.2003. An application was
(Accus- filed on behalf of JMC dated
ed) 16.10.2003 seeking certain
particulars, documents, on which
the prosecution (complainant)
sought to rely, so that cross-
examination could be done in
respect thereof.
Further cross-examination was
postponed.
JMC and Hemant Modi pleaded
guilty and hence the Court vide
Order dated 14.4.2009 imposed a
fine of Rs.20,600/-, which was
paid by JMC and Mr. Hemant
Modi and accordingly the matter
stands disposed off.
(d) Other Cases
257
JMC is one of the Defendants / Opponents in 10 (ten) Motor Accident Claim Petitions
pending before Various Motor Accident Claims Tribunals. In each of the matters, the Vehicle
involved, which is of the ownership of JMC, is insured with Insurance Company. The total
claim of the aforesaid ten Petitions is Rs. 77,42,559/-. The Insurance Company has certified
that the subject Vehicle is covered by the Insurance Policy and that the said Insurance
Company will pay the award, if any, if passed by the Tribunals.
III. OUTSTANDING LITIGATIONS filed By JMC

(a) Civil Cases
Sr. Reference No Parties Place and Amount Involved Brief details of the case
No Court of (Rs. in lacs)
Institution (Rounded off)
1. Writ petition JMC V/s. The High Court of 426.90 JMC was awarded contract by
No. 43652 & State of Judicature at being aggregate Chennai Metropolitan
43714 of 2002 Tamilnadu, Madras amount claimed as Development Authority
and others Seigniorage fee (CMDA), inter alia, for
payable to the supply and filling with
Government approved quality gravel
including penalty transported to site and spread
under Tamil Nadu evenly in layers for the
Minor Mineral construction of Chennai
Concession Rules, Mofussil Bus Terminal.
1959. However, as the gravel being
mined by JMC for the site
was inadequate, additional
quantity of gravels was
purchased from other
suppliers with the concurrence
of CMDA.
The authorities required JMC

to pay the Seigniorage fee for
the said additional quantities.
As per the Tamil Nadu Minor
Mineral Concession Rules,
1959, Seigniorage fee for
mining is to be paid by the
person who mines. Hence the
subject Petition. JMC has
thereby challenged
communications dated
2.4.2002 and 9.5.2002,
imposing Seigniorage fee of
Rs.4,26,90,555/- being 15
times of Rs.28,46,037/-, inter
alia, on the ground that no fee
is payable at all by JMC, apart
from the same being
unreasonable.
The interim orders prayed for

by JMC are declined by the
High Court and the Writ
258
Petitions are pending for final
hearing.
2. Special Civil JMC and High Court of The liability will By the said Special Civil
Application another v/s Gujarat at be to the extent of Application, JMC has
No. 3331 of State of Ahmedabad royalty payable. challenged the action of
2001 & Civil Gujarat, District Assistant Geologist,
Application Industries & Mehsana in seeking to compel
No.4405 of Mines JMC to pay royalty in respect
2008 Department of Ordinary Earth being
and Anr. excavated for the execution of
the project of widening and
strengthening of Ahmedabad-
Mehsana Highway inspite of
the fact that Government
Resolution dated 25-01-1991
exempts Ordinary Earth being
used for such projects, from
payment of royalty. The
Petition was admitted on
26.11.2001 and interim relief
is continued till further orders.
Subsequently, JMC has filed
an application, being Civil
Application No.4405 of 2008
for fixing the date of hearing
of special Civil Application.
The said application is
pending.
3. Regular Long JMC V/s. M/s Ahmedabad / 5.00 being the JMC claiming to have made
Cause Suit Victor India City Civil excess amount paid certain excess payments to
No.1024 / 2005 (Victor) Court at to Victor Victor, has filed a summary
Ahmedabad suit dated 28.04.05 for
recovery of such excess
amount paid against the
works done by Victor at
Indian Steel Corporation
Limited site. Summons for
Judgment dated 30.07.05 was
filed by JMC. Victor filed
Leave to Defend and the
Hon’ble City Civil Court
granted Unconditional Leave
to Defend vide its order dated
24.2.2006. Subsequently, the
Suit has been treated as
Regular Long Cause Suit.
Victor has also filed its
purshis dated 31.3.2006
stating that its Leave to
Defend may be considered as
its Written Statement to the
Suit. Now the matter shall
come up for final hearing in
due course.
259
4 Regular Long JMC V/s. M/s Ahmedabad / 3.04 being the JMC claiming to have made
Cause Suit No. Victor India City Civil excess amount paid certain excess payments to
1010 / 2005 (Victor) Court at to Victor Victor, has filed Summary
Ahmedabad Suit dated 28.04.05 for
recovery of such excess
amounts paid against the
works done by Victor at
Welspun India Limited site.
Summons for Judgment dated
30.07.05 was filed by JMC.
Victor filed Leave to Defend
and the Hon’ble City Civil
Court granted Unconditional
Leave to Defend vide its order
dated 24.2.2006.
Subsequently, the Suit has
been treated as Regular Long
Cause Suit. Victor has also
filed its purshis dated
31.3.2006 stating that its
Leave to Defend may be
considered as its Written
Statement to the Suit.
5. Civil Suit No. JMC v/s. High Court of 353.74 with Rites had invited a tender for
1632 of 2006 RITES Delhi at Delhi interest at 18% per construction of its office
Limited annum from date complex, which ultimately
(Rites) of filing of suit till came to be awarded to JMC
payment. for a price of Rs.15.16 Crores.
The completion of the project
got delayed due to various
factors not attributable to
JMC. Hence work could not
be completed in the time
stipulated under the contract.
JMC asked for extension of
time on various occasions,
however, the said requests
were not responded to within
the time frame provided under
the contract. Rites claimed
compensation for delay
without adequate justification,
On the other hand, JMC has
claimed that an aggregate
amount of Rs.353.74 lakhs is
payable by Rites to JMC
towards various claims of
JMC.
JMC further stated that there

exists a narrow and limited
Arbitration Agreement
between the parties. JMC had
initiated arbitration but as
claims falling under ‘excepted
260
matters’ are not arbitral and
because, according to JMC,
bulk of the claims of JMC
constitute excepted matters,
JMC has also resorted to filing
of the subject suit. In the said
suit, JMC has inter alia prayed
for termination of arbitral
proceedings and for decree of
Rs.353.74 lakhs with 18%
interest from the date of filing
of the suit till the date of
decree and payment and also
for the termination of the
arbitral proceedings pending
between the parties.
Thereafter Rites had preferred

an application under section 8
of Arbitration and
Conciliation Act, 1996. The
said application was rejected
by the Hon’ble Court. Rites
preferred FAO (OS) No. 173
of 2007 against the said order
of rejection and also prayed
for stay in the suit
proceedings. JMC has filed
reply in the said proceedings. .
The said appeal was argued at
length on 10.2.2009 and The
Hon’ble court has dismissed
the said FAO (OS) No. 173 of
2007.
Rites filed the Written
Statement in the matter. JMC
is yet to file the Rejoinder in
the matter. The matter is
pending at this stage.
6. Civil Suit No. JMC v/s. City Civil 84.66 JMC was awarded the civil
331 of 2007 BASF India Court, and structural work by ACCO
Ltd. (BASF) Ahmedabad at Mumbai in February 2000
with a stipulated completion
period of six months.
According to JMC the work
was delayed due to delay in
providing drawings and other
details and in handling over of
site by ACCO. As a
consequence, JMC had to
incur extra expenditure. JMC
invoked arbitration clause.
BIL thereafter filed its counter

claim on 15.10.2004 for
261
alleged damages of Rs.670.21
lacs.
On 27.1.2007, the Hon’ble

Arbitrator has passed an
award and rejected the claim
of JMC as well as the counter
claim of BIL.
JMC has filed section 34

application challenging the
award. BIL has filed its reply.
The matter is pending for
further hearing.
7. Arbitration JMC v/s. High Court of 1248 (same DMRC had awarded the work
Petition No. Delhi Metro Delhi disputed amount as for the construction of six
392 of 2008 Rail in A. III (b) 5.) elevated Stations of Delhi
Corportation MRTS Project. Disputes have
(DMRC) arisen between DMRC and
JMC pertaining to the
payment of claims raised by
JMC. DMRC & JMC have
nominated their respective
arbitrators. However, JMC has
preferred the arbitration
application before the Delhi
High Court challenging the
appointment of Mr. S. M.
Mittal, Arbitrator nominated
by the Delhi Metro Rail
Corporation and Mr.
Kanwarjit Singh, Presiding
Arbitrator u/s. 11(6), (8), 14, ,
15 & 27 of Arbitration &
Conciliation Act., The
application is pending before
Delhi High Court. Vide order
dated 22.10.2008 the Hon’ble
Court has granted stay of the
arbitral proceedings.
The next date of hearing of the

matter is fixed on 19.08.2009.
8. Arbitration JMC v/s. The High Court of 163 Indure was awarded the work
Petition St. No. Indure Pvt. Gujarat for the construction of Coal
3382 of 2008 Ltd. (Indure) Handling Plant for 2x250 MW
TDL TPS Panipat, Haryana
vide LOI dated 20-12-2002.
The estimated value of the
project was Rs.5.55 crores and
the stipulated date of
completion was 30-10-2003.
JMC’s request for the
262
payment of Rs. 83.00 lacs
towards the work done and
Rs.80.00 lacs towards
unsettled claims raised during
the execution of the work was
not considered by Indure and
hence JMC has invoked
arbitration clause vide its
letter dated 28.03.2008.
Indure’s advocate vide his
letter dated 22.04.2008
informed JMC about the
nomination of Mr. Ajey
Shrivastava as the Arbitrator.
Since Mr. Ajey Shrivastava
happens to be an employee of
M/s. Desein Pvt. Ltd., an
associate company of Indure
and since JMC’s consent was
not taken while appointing
Mr. Ajey Shrivastav as the
Arbitrator, JMC objected his
appointment as an arbitrator
and filed an application under
section 11 of the Arbitration
and Conciliation Act before
the Gujarat High Court on
21.10.2008, inter alia, praying
for appointment of a sole
arbitrator for deciding dispute
and differences between JMC
and Indure.
The Hon’ble Gujarat High

Court vide Order dated
17.04.2009 dismissed the
application permitting JMC to
file a fresh application.
9. Arbitration JMC v/s. High Court of 163 Indure was awarded the work
Petition St. No. 1. The Indure Gujarat for the construction of Coal
_____ of 2008 Pvt. Ltd. Handling Plant for 2x250 MW
(Stamp No. (Indure) TDL TPS Panipat, Haryana
1632 of 2009) 2. Desein Pvt. vide LOI dated 20-12-2002.
Ltd. The estimated value of the
project was Rs.5.55 crores and
the stipulated date of
completion was 30-10-2003.
JMC’s request for the

payment of Rs. 83.00 lacs
towards the work done and
Rs.80.00 lacs towards
unsettled claims raised during
the execution of the work was
263
not considered by Indure and
hence JMC has invoked
arbitration clause vide its
letter dated 28.03.2008.
Indure’s advocate vide his

letter dated 22.04.2008
informed JMC about the
nomination of Mr. Ajey
Shrivastava as the Arbitrator.
Since Mr. Ajey Shrivastava
happens to be an employee of
M/s. Desein Pvt. Ltd., an
associate company of Indure
and since JMC’s consent was
not taken while appointing
Mr. Ajey Shrivastav as the
Arbitrator, JMC objected his
appointment as an arbitrator
and filed an application under
section 11 of the Arbitration
and Conciliation Act before
the Gujarat High Court on
21.10.2008, inter alia, praying
for appointment of a sole
arbitrator for deciding dispute
and differences between JMC
and Indure.
The Hon’ble Gujarat High

Court dismissed the said
application dated 21.10.2008
permitting JMC to file a fresh
application vide Order dated
17.04.2009. Pursuant thereto,
JMC preferred the present
application before the Gujarat
High Court and the matter is
pending for hearing.
10. Misc. JMC Chief Judicial 150 JMC has undertaken
Application v/s. Magistrate at construction work at DRG.
No. 17 of 2009 D.R. Garments Ahmedabad DRG had issued cheque for an
(India) Pvt. (Rural) amount of Rs.1,50,00,000/- in
Ltd. (DRG) & favour of JMC as the part
ors payment of the construction
work carried out by JMC. The
said cheque was deposited by
JMC. However, the same was
returned dishonoured. JMC
has therefore filed the present
complaint against DRG and its
four directors.
The process has been issued in
264
the matter and summons
issued to all the accused. It
was served on all but the
Accused No. 1.
(b) Arbitration Matters (Claimant: JMC)
Sr. Respondent’s Important dates & Brief details of the Case Claim Amount
No name information (Rs. in lacs)
(Rounded off)
1. M/s RITES Limited • Date of Notice JMC was awarded the Civil and Rs. 354 alongwith
invoking Arbitration Structural work (the Work) for interest @ 15% per
(RITES)
by JMC: 27.05.2004 RITES at Gurgaon on 8-8-2000 annum till payment
• Date of Reply to with a stipulated completion and for costs.
Arbitration Notice by period of 21 months. The Work
RITES: 14.07.2004 was delayed inter alia due to
• Name of Arbitrator/s: delay in handing over of the site
Mr. Sanjay Singhal, and in providing drawings and
Mr. Arbind Kumar, details by RITES. JMC invoked
Mr. Narayan Swamy the arbitration Clause.
• Date on which
Statement of Claim JMC has filed its Statement of
was filed by JMC: Claims to which RITES filed its
20.09.2004 counterclaim. JMC, has filed an
• Date on which application, for the Hon’ble
Counter-Claim was Arbitrators to decide the
filed by RITES: question of their jurisdiction in
10.11.2004 respect of the claims which are
• Amount of Counter- not arbitrable and which falls
Claim: Rs. 5 lacs as under ‘Excepted Matters’.
cost of reference. Subsequently, the Arbitrators,
vide hearing dated April 8, 2005
have asked RITES to intimate,
within two weeks as to which
claims of JMC does RITES
consider as “excepted matters”.
Further to their decision, JMC
would be asked to convey their
comments within next two
weeks.
Thereafter, JMC, vide its letter

dated 03.5.2005, has written
back to RITES / the Arbitral
Tribunal pointing out inter alia,
that once both the parties have
agreed that all the claims are
‘excepted matters’ and thus
outside the scope of Arbitration
Clause, the Arbitration
Proceedings get terminated.
JMC has prayed that Arbitral
Tribunal to pass an award in
265
terms of the aforesaid position
emerging from the Minutes of
Meeting for the hearing dated
8.4.2005.
The Arbitral Tribunal by its
order dated 29.09.2005 declined
to give detailed ruling with
regard to admissibility of
hearing of Claims No. 1 and 2. It
further ruled that after detailed
hearing, the Tribunal would
deliberate whether conducting
more hearings would be
necessary. JMC by its letter
dated 14.11.2005 has requested
the Arbitral Tribunal that the
Tribunal may decide and
communicate its order regarding
arbitrability of claim no. 1 and 2.
The Arbitral Tribunal

pronounced its ruling of
arbitration on 8.12.2005 holding
that the claims no. 1 and 2 are
arbitrable and ‘fall within the
jurisdiction of the Arbitral
Tribunal’.
Pursuant thereto, RITES has
preferred an application whereby
it has prayed that the aforesaid
ruling be reviewed in view of
terms of the Contract. The
application is pending.
In the meantime, RITES, vide its

letter dated 13.03.06, has
communicated to JMC that one
of the Arbitrators constituting
the Arbitral Tribunal has
tendered his resignation.
Therefore, RITES has sought
reconstitution of the Arbitral
Tribunal.
2. Videocon • Date of invoking The work for construction of Rs. 558
Industries Ltd. arbitration by JMC: plant for manufacturing colour with interest @
(VIL) 09-05-2007. T.V. glass shells at village 18% p.a. from the
• Date of formation of Chhavaj, near Bharuch, Gujarat date when this
arbitral tribunal: 10- was awarded to JMC vide letter amount became
07-2007 of intent dated 1.9.2004 by VIL. due and payable.
• Name of Arbitrators: According to JMC completion of (The above claim
the project was delayed by 12 amount is the
1) Presiding Arbitrator: months due to various lapses and amount modified
Justice Mrs. Sujata acts of omissions and during the arbitral
Manohar (Retd). commissions on the part of VIL. proceedings)
2) Arbitrator Consultant of the project M/s.
nominated by the M. N. Dastur certified payment
266
Claimant: Justice of final bill amounting to Rs.155
Mr. G. T. Nanavati lacs in addition to the extra items
(Retd) executed by JMC for an amount
3) Arbitrator of Rs.20.51 lacs. However, VIL
nominated by the refused to release the payment of
Respondent: Justice the said final bill and extra items
Mr. S. P. Kurdukar and instead raised claims against
(Retd) JMC towards financial losses on
• Date of Statement of account of loss of business
Claim filed by JMC: opportunities due to alleged
17-09-2007 delay on the part of JMC in
• Date of written completion of the project.
statement and
counter claims filed VIL vide its notice dated
by VIL: 29-12- 22.12.2006, raised various
2007. claims aggregating to Rs.5
• Amount of counter crores.
claim Rs.740 lacs
with appropriate JMC vide its reply dated
interest. 2.2.2007 to the notice of VIL
dated 22.12.2006, inter alia,
called upon VIL to pay damages
of Rs.6,42,67,482/- within 15
days from the receipt thereof and
stated that failing which dispute
and references would be referred
to the engineers namely M/s. M.
N. Dastur & Co. Pvt. Ltd.,
Calcutta in accordance with
Clause 14.1 of the contract.
JMC further stated that in case if
M/s. M. N. Dastur & Co. Pvt.
Ltd., Calcutta fails to give such
decision for a period of 90 days
or if in case of dissatisfaction
with the decision by JMC or VIL
the dispute shall be referred to
arbitration as per clause 14.2.
Subsequently, since M/s. N. M.

Dastur & Co. Pvt. Ltd. failed to
give decision within prescribed
period of 90 days after being
requested to do so, JMC invoked
the arbitration and suggested the
name of Mr. Justice G. T.
Nanavati, Supreme Court of
India (Retd.) as a sole arbitrator.
However, VIL did not concur
with the name of Mr. Justice G.
T. Nanavati and nominated Mr.
Justice S. P. Kurdukar, Supreme
Court of India (Retd.). The
Hon’ble Mr. Justice G. T.
Nanavati and Mr. Justice S. P.
Kurdukar thereafter nominated
267
Hon’ble Mrs. Justice Sujata
Manohar (Retd.) Supreme Court
of India as a Presiding Arbitrator
as per the terms of the arbitration
clause in the agreement.
The cross examination of the

witnesses is over and the matter
is now pending for hearing.
3. Videsh Sanchar • Date of invoking The work of construction of 882 with interest
Nigam Limited arbitration by JMC: commercial buildings at Plot No. @14% per annum
now called as Tata 27-09-2007 C21 & C36 at Bandra Kurla
Communications • Date of formation of Complex, Mumbai was awarded
Ltd. (TCom). Arbitral Tribunal: 10- to JMC on 30-01-2007 by
11-2008 Videsh Sanchar Nigam Limited
• Date of filing of (now known as TCom). The
Section 9 petition in contract value was Rs.4097.00
the High Court of lacs and the stipulated period of
Bombay: October completion was 13 months.
2007.
• Date of filing of The contract was terminated by
Section 11 petition in TCom on 06-07-2007 due to the
the High Court of alleged non-compliance of the
Bombay: 10-12-2007. terms of the contracts by JMC
which have been refuted by
Name of Arbitrators: JMC. JMC has termed the
1) Presiding Arbitrator: termination as illegal and
Justice Mr. H. unlawful and in violation of the
Suresh (Retd.) terms of the contract.
2) Arbitrator
Nominated by the JMC vide notice dated 2.8.2007
Claimant: Mr. N. V. to TCom raised various claims
Merani, Principal aggregating to Rs. 938 lacs plus
Secretary (Retd.) interest @9% from 17.9.2007.
Govt of
Maharashtra. TCom vide its letter dated
3) Arbitrator 24.9.2007 disputed the claims of
nominated by the JMC and raised alleged claim of
Respondent: Mr. Rs. 398 lacs against JMC for
Kirti Dave, Techno- liquidated damages, expenses
legal Consultant. incurred/ to be incurred by
• Date of filing claim TCom on account of termination
statement : 5.2.2009 of contract and recovery from
the final bill submitted by JMC.
In the said letter TCom also
advised JMC to make the
payment of Rs. 398 lacs to them
failing which TCom would
encash the Bank Guarantees
submitted by JMC, which was
for much higher amount than
what was claimed by TCom.
Under these circumstances,
According to JMC, it had no
option but to make the payment
268
of Rs.398 lacs to TCom and
JMC.
JMC thereafter vide its letter

dated 27-09-2007 to TCom
expressed its desire to refer the
disputes to arbitral tribunal for
adjudication and shown its
willingness to pay Rs.398 lacs to
TCom. JMC thereafter on
1.10.2007 made the payment of
Rs.398 lacs to TCom.
Since the certification of final

bill quantities and extra items
made unilaterally by TCom was
not acceptable to JMC,
application under section 9 of
Arbitration and Conciliation Act
was made in the High Court of
Bombay by JMC for the
appointment of Technical
Commissioner to verify the
status of work as on the date of
termination. Mr. N. N.
Shrikhande was appointed as the
Technical Commissioner by
High Court of Bombay on 07-
11-2007.
Mr. Shrikhande held five

meetings with the
representatives of TCom, CBRE
and JMC and gave his technical
report on 16-06-2008.
Thereafter vide letter daterd

14.10.2008, TCom appointed
Mr. Kirti Dave, Techno Legal
Consultant as its arbitrator. JMC
appointed Mr. N. V. Merani,
Principal Secretary (Retd) Govt.
of Maharashtra as its nominee
Arbitrator. Thereafter, Mr.
Justice Mr. H. Suresh (Retd) has
been appointed as the Presiding
Arbitrator.
Statement of defense and

counter claim was submitted by
TCom on 11.05.2009. But, till
date no meeting of Arbitral
Tribunal has been held.
269
4. Centre for DNA • Date of invoking The work of construction of 271 lacs
and Finger Printing arbitration by JMC: proposed building for CDFD with interest
Diagnostic (CDFD) 17-07-2007 Gandipet, Hyderabad, Andhra @18% p.a.
• Date of formation of Pradesh was awarded to JMC
arbitral tribunal: 16- vide letter dated 13-05-2000.
08-2007 The contract value of the project
• Name of Sole was Rs.1150.18 lacs and the
Arbitrator: Dr. stipulated period of completion
Ghanshyam Singh. was 24 months.
• Date of Statement of
claim filed by JMC: According to JMC, the
15-11-2007 completion of the project was
• Date of written however delayed by 16 months
statement filed by due to various reasons not
CDFD: 30-01-2008 attributable to JMC.
During the currency of the

contract, CDFD had withdrawn
the powers which were given to
M/s. Beri Architects, project
management consultant and
entrusted the powers to M/s.
RITES Ltd.
The R.A. bills of JMC certified

by M/s. Beri Artchitects were
reopened by M/s. RITES and
arbitrary & unwarranted
recoveries were made there
from. Unauthorised recoveries
were also made from the final
bill submitted by JMC.
Non-payment of the dues by

CDFD against the final bill and
financial losses incurred by JMC
due to delay in completing the
project led to the present
disputes which were referred to
the Sole Arbitrator, Dr.
Ghanshyam Singh.
Pleadings, such as Statement of

Claim, Counter Statements and
Counter claims, Rejoinder-cum-
reply to the counter statement
and affidavits of the claimant
have already been filed before
the arbitral tribunal and the cross
examination of claimant’s
witnesses has been completed.
Arguments of the Claimant’s
counsel were concluded on 05-
11-2008 and the arguments of
Respondent’s counsel have
begun on 6-11-2008, but
270
remained inconclusive. The date
of next arbitral meeting will be
intimated by the arbitral tribunal.
5. Delhi Metro Rail • Claimant: JMC DMRC had awarded the work 1248
Corporation Ltd. Projects (India) Ltd. for the construction of six
(DMRC) • Respondent: Delhi elevated Stations of Delhi
Metro Rail MRTS Project with stipulated
Corproration Ltd. completion period of 18 months.
(DMRC) The total contract value of the
• Date of invoking project was Rs.62.37 crores.
arbitration by JMC:
04-02-2008. According to JMC, the
• Date of formation of completion of the project was
arbitral tribunal: 07- delayed by 13 months due to
05-2008 various lapses on the part of
• Name of Arbitrators: DMRC such as late release of
1) Presiding Arbitrator: drawings, late handing over of
Mr. Kanwarjit Singh. possession of site and delay in
2) Arbitrator nominated awarding contracts to other
by the Claimant: Mr. agencies related to this work.
S. P. Mehta.
3) Arbitrator nominated In view of the delay in
by the Respondent: completing the projects and the
Mr. S. M. Mittal. losses incurred by JMC on
account of the same, claim
• Date of application amounting to Rs.1248 lacs was
filed by JMC in Delhi raised by JMC on DMRC and
High Court unsettled extra items executed
challenging the during the currency of the
appointment of Mr. S. contract.
M. Mittal, arbitrator
nominated by DMRC Since DMRC refused to
and the Presiding entertain the claims and release
Arbitrator, Mr. the payment thereof and in view
KJanwarjit Singh u/s. of the disputes so arisen, JMC
11(6) & (8), 14,15,& invoked arbitration clause.
27 of the Arbitration
and Conciliation Act DMRC & JMC have nominated
1996: 15-10-2008. their respective arbitrators.
However, since Mr. S. M. Mittal
was associated with DMRC,
JMC has preferred the
arbitration application before the
Delhi High Court challenging
the appointment of Mr. S. M.
Mittal, arbitrator nominated by
the Delhi Metro Rail
Corporation and Mr. Kanwarjit
Singh, Presiding Arbitrator u/s.
11(6), (8), 14, 15 & 27 of
Arbitration & Conciliation Act.
The application is pending
before Delhi High Court. Vide
order dated 22.10.2008 the
Hon’ble Court has granted stay
271
of the arbitral proceedings.
(c) Taxation Matters

(i) Income Tax matters
Sr. Reference No Parties Place and Tax Amount Brief details of the case
No Court Involved
/Tribunal of (Rs. In lacs)
Institution (Rounded
Off)
1. Appeal No. of JMC Income Tax NIL Assessing Officer arrived at
2385 filed on Appellate amount eligible under section
16.12.1999 Tribunal, 35D of the Income Tax Act,
Ahmedabad 1961 (IT Act) at 2.5% of the
cost of the Project for the
Assessment year 1995 - 1996.
Amount eligible as per the
Assessing Officer is
Rs.12,25,000/- while the
amount eligible as per JMC is
Rs. 23,63,224/-.
Against the order of the
Assessing Officer, JMC
preferred an Appeal before
Commissioner of Income Tax
(Appeals), Ahmedabad (CIT).
CIT confirmed the order passed
by the Assessing Officer.
Against the order of CIT, JMC

has preferred the present appeal,
which is pending.
According to JMC no tax is

payable by JMC for the
Assessment Year 1995-1996 as
JMC has incurred loss in the
said Assessment Year. For all
subsequent years, amount
claimed under section 35D of
the IT Act is as per Assessing
Officer.
2. Tax Appeal No. JMC High Court of NIL The Assessing Officer has
1180 of 2007 Gujarat disallowed delayed payment of
Provident Fund aggregating to
Rs. 25,49,557 (Employer’s
Contribution of Rs. 11,58,256
and Employee’s Contribution of
Rs. 13,91,301) and Gratuity
for Rs. 7,71,190/- in the order
for the Assessment Year 2002-
2003. JMC has preferred appeal
272
before Commissioner of Income
Tax (Appeals) against the said
order. The Commissioner of
Income Tax (Appeals) vide
order dated 26.9.2006 allowed
the employer’s contribution to
provident fund but disallowed
the Employee’s contribution to
the Provident Fund and
Gratuity.
Against the said order dated

26.9.2006, cross appeals were
filed by both, JMC as well as
the Addl. Commissioner of
Income – tax, before the Income
Tax Appellate Tribunal (ITAT).
ITAT vide its order dated

12.1.2006 rejected the appeal
filed by JMC and allowed the
appeal of the Addl.
Commissioner of Income – Tax.
JMC has challenged the said
order of ITAT dated 12.1.2006
before the High Court of
Gujarat and the said appeal is
According to JMC, no tax is

payable by JMC as there was a
loss during the said year.
3. Appeal No. JMC Income Tax 15.30 The Dy. Commissioner of
2471/Ahd/2007 Appellate (calculated at Income Tax in the Assessment
filed on Tribunal effective tax Order for year 2003-04
22.5.2007 for (ITAT) rate then disallowed; (i) contribution to
the Financial prevailing, i.e. the Provident Fund of
Year 2003-04 30.60%, of Rs.41,97,160/- and contribution
total disputed to Employees State Insurance of
amount) Rs.7,636/-, (ii) Gift, Boni and
plus interest Chandla expenses of
and penalty Rs.3,45,902/-.
Against the said order JMC

preferred an appeal before the
(Appeal). The Commissioner of
Income Tax (Appeal) vide order
dated 16.4.2007 allowed ESI
and the employees contribution
to provident fund, which is
equivalent to 50% of total
contribution as well as out of
total disallowed gift, boni and
chandla expenses of
273
Rs.3,45,902/-, allowed
Rs.1,72,951/-.
Against the said order both,

JMC as well as Dy.
Commissioner of Income Tax,
preferred appeals.
The Appeal filed by DCIT have

been dimissed by ITAT by an
order dated 17.8.2007. The
appeal filed by JMC is pending
for hearing.
4 Appeal filed on JMC Commissioner 40.34 These proceedings have, since
13.06.2008 for of Income Tax the issuance of our earlier report
(calculated at
financial year (Appeal) dated 3.4.2009, been disposed
effective tax
2005-06 off, against JMC.
rate then
Against the Order passed in this
prevailing, i.e.
matter, JMC has filed an appeal
33.66%, of
before the Income Tax
total disputed
Appellate Tribunal. For details
amount)
of that matter, refer to A. III (c)
plus interest
(i) 5.
and penalty
5. Appeal No. JMC Income Tax 0.50 The Dy. Commissioner of
2119/Ahd-2009 Appellate Income Tax in the Assessment
(calculated at
filed on Tribunal Order for year 2005-06
effective tax
03.07.2009 (ITAT), disallowed; (i) contribution to
rate then
Ahmedabad the Provident Fund and ESIC
prevailing, i.e.
aggregating to Rs.3,99,974/-,
33.66%, of
(ii) Gift, Boni and Chandla
total disputed
expenses of Rs.3,52,909/- and
amount)
(iii) provision for expected
plus interest
losses / defect liability of
and penalty Rs.1,12,31,404/-.
JMC has filed an appeal against

the said order before The
(Appeals). The CIT (Appeals)
passed an order allowing all the
expenses except Gift Expense of
Rs.1,50,000/-.
Against the order of CIT

(Appeals) JMC has preferred
this present appeal before ITAT,
Ahmedabad.
(ii) VAT matters
No Court Involved
274
Off)
1. Writ Appeal JMC High court of 868.64 A notice was issued on
Nos. 94, 115 Karnataka at 14.8.2007 by the Assistant
and 116 of Bangalore with applicable Commissioner of Commercial
2009 interest and Tax Department, Bangalore,
penalty inter alia, rejecting the returns
of JMC as JMC being a work
contractor, JMC has wrongly
bifurcated its taxable turnover
@ 4% and 12.5%.
JMC vide its letter dated

5.9.2007 replied to the said
notice, inter alia, justifying the
said bifurcation.
The ACCT-LVO 045 accepted

the said justification of JMC
vide its letter dated 10.10.2007
and issued no due certificate in
Form VAT-146 for the period
from April 2005 to August
2007.
Subsequently, the Commercial

Tax Officer (CTO),
(Intelligence –XI) visited office
of JMC on 27.2.2008 and
verified the returns from April
2005 to January 2008.
Subsequently, CTO
(Intelligence-XI) issued a notice
dated 11-3-2008 to JMC, inter
alia, alleging that the deduction
claimed by JMC in the returns
are incorrect and illegal and
raised a demand of Rs.
1,56,27,023/- for the purchases
from COT dealers for the period
of 2005-06, 2006-07 and 2007-
08 and an amount of
Rs.7,12,37,491/- for steel used
in the work contracts for the
year 2006-07 and 2007-08.
Upon the receipt of the said

notice JMC preferred a writ
petition before the High Court
of Karnataka, challenging the
said notice.
The High Court of Karnataka

vide order dated 25.3.2008
275
while disposing the said
petition, directed JMC to file
necessary objections to the
notice within the period of 10
days from the date of order and
directed the authority to pass
appropriate order as
expeditiously as possible within
a period of 4 weeks from the
date of the order.
Accordingly, JMC filed a reply

to the department on 31.3.2008.
Subsequently, on 17.9.2008,
JMC received a notice from
Commercial Tax Officer
(Enforcement) – XI, inter alia,
informing that upon the receipt
of letter of JMC the
Commissioner of Commercial
Taxes vide his JDN order No.
JDN.CR-60/08-09 has conferred
JDN to reassess for the year
2005-06, 06-07 and 07-08. In
the said notice JMC was
requested to produce the books
of account for the year 2005-06,
06-07 and 07-08 within 7 days
from the date of receipt of the
notice.
Accordingly, JMC has produced

the required books of accounts
to Commercial Tax Officer
(Enforcement)-XI.
The Commercial Tax Officer
(Enforcement)-XI thereafter on
17.11.2008 issued an
endorsement calling for a
reconciliation of the books of
accounts and also directed the
JMC to file the trial balance for
the period from 1.4.2006 to
31.3.2008.
JMC thereafter filed a writ
petition before the Hon’ble
High Court of Karnataka, inter
alia, challenging, the
jurisdiction of CTO
(Intelligence), the said notices
and endorsements.
Vide order dated 16.12.2008,

the Learned Single Judge of the
High Court of Karnataka
276
disposed off the said writ
petition in favour of the
respondents. Against the said
order JMC has filed the present
Writ Appeals before the
Division Bench of the
Karnataka High Court. The
same dismissed by the Court
vide Order dated 29.05.2009,
upholding the decision given by
the Learned Single Judge.
2. Appeal No. JMC Karnataka 2.60 with The appellants are registered
1104/2009 filed Appellate applicable under the Karnataka VAT Act,
on 27.05.2009 Tribunal interest and 2003. The Deputy
penalty Commissioner of Commercial
Taxes, Bangalore verified their
documents for correctness of
monthly returns for April, 2005-
March 2006. In his assessment
order under Section 38 (1) of
the Karnataka VAT Act, 2003,
the deductions for sub contracts
and input taxes was allowed.
The Joint Commissioner of
Commercial Taxes
(Administration) VAT DVN-1
proposed to revise this order, by
disallowing the deduction.
When this revision was disputed
by the appellants, the deduction
in relation to sub-contracts was
allowed, but not for input tax
rebate in relation to composition
dealers. Accordingly, the
assessment order was modified.
This present appeal has been
preferred against this said order.
Hearing for this appeal is still
pending.
(iii) Service Tax matters

No Court Involved
Off)
1. F. No. DGC JMC DGCEI 707.32 The Additional Director
EI/AZU/12 (4) Ahmedabad plus interest General (ADG) had conducted
124/2008 -09 and penalty, if the search at the registered
dated applicable office of JMC on 7.8.2008 and
22/10/2008 seized relevant records under
regular panchnama dated
7.8.2008. Pursuant thereto the
277
ADG conducted detailed
investigation and issued a show
cause cum demand notice dated
22.10.2008.
In the said notice ADG has,

inter alia, claimed that the
preliminary scrutiny of the
documents validate the
information and reveal that JMC
had opted for the composition
scheme of works contract for
payment of service tax at
concessional rate of 2% (4%
from 28.2.2008) Plus Ed. cess
and High Ed. cess from the date
of enactment of “Works
Contract Service” i.e. 1.6.2007
on ongoing project. However,
prior thereto, JMC was paying
service tax either under
commercial or industrial
construction service or under
construction of complex service
at the effective date specified in
section 66 of the Finance Act,
1994.
The ADG after investigation

concluded that a service
provided who was already
providing the taxable services
under any category of taxable
service prior to 1.6.2007 and
had already paid the service tax
before 1.6.2007 on any contract
was not eligible to exercise the
option of composition scheme
of works contract for payment
of service tax in view of sub-
rule (3) of rule 3 of Works
Contract (Composition Scheme
for Payment of Service Tax)
Rules, 2007.
Accordingly, the ADG has held

that all 34 contracts of JMC
under execution as on 1.6.2007
and service tax on all the said
contracts was being paid on
consideration received. As per
sub-rule (3) of rule 3 of Works
Contract (Composition Scheme
for Payment of Service Tax)
Rules, 2007 benefit of payment
278
of service tax at concessional
rate of 2% was not available on
such contracts and that they
were required to pay service tax
at the nominal rate specified in
section 66 of the said Act on the
value of taxable service
determined as per the provisions
of rule 2A of the Valuation
Rules read with Section 67 of
the said Act on the
consideration received during
the period of 1.6.2007 to
31.7.2008 on the services of all
said contracts.
Accordingly, ADG has

quantified the alleged short
payment of service tax at
Rs.7,07,31,967/- on all 34
ongoing projects/ contracts
during the period from 1.6.2007
to 31.7.2008.
The ADG has therefore called

upon to show cause to the
Commissioner of Service Tax,
Ahmedabad as to why; (i)
service tax amounting to
Rs.7,07,31,967/- should not be
demanded and recovered from
JMC under sections 73 of
Finance Act, 1994; (ii) interest
at appropriate rate for delay
payment of service tax should
not be demanded and recovered
under sections 75 of Finance
Act, 1994 and (iii) penalty
should not be imposed under
sections 76 and 78 of Finance
Act, 1994..
The ADG has further stated in

the said notice that if no cause is
shown by JMC against the
action proposed to be taken
within 30 days on the receipt of
this notice or if JMC do not
appear before adjudicating
authority when the case is
posted for hearing, the same
would be liable to be
adjudicated on the basis of
evidence on record without any
further communication to JMC.
279
JMC has replied to the said
notice on 18.05.2009 and the
2. F.NO:SD JMC The Deputy 2.18 plus The Dy. Commissioner of
02/104/CER/J Commissioner interest and Service Tax issued the present
MC/07-08/362 of Service penalty, if any show cause notice requiring the
Tax, Div.-II, JMC to show cause as to why
Ambawadi, (i) service tax on freight for the
Ahmedabad period of 16.11.1997 to
31.5.1998 should not be
recovered by way of invocation
of extended period of 5 years
under Section 73 (1) of the
Finance Act, 1994; (ii) the
interest at prescribed rate should
not be charged under the
provisions of Section 75 on the
amount of service tax; (iii)
penalty should not be imposed
@ Rs.200 for every day during
which such failure continue or
@ 2% of such tax per month
whichever is higher starting
with the first day after the due
date till the date of actual
payment of the outstanding
amount of service tax, under
Section 76; and (iv) penalty
should not be imposed under
Section 78 for concealing the
value of taxable services.
JMC vide its letter dated

25.2.2008 reply to the said
notice and sought for an
opportunity of being heard
before the case is decided..
The Deputy Commissioner

thereafter issue a notice dated
3.2.2009. give the opportunity
of hearing on 19.2.2009.
On 19.2.2009 JMC has filed

further reply during the personal
hearing, inter alia, requesting to
withdraw the said notice.
The final decision of the said

hearing is awaited.
B. PROCEEDINGS INVOLVING THE PROMOTERS AND GROUP COMPANIES.

1. Mr. Hemant Modi
280
• Mr. Hemant Modi has received Notice dated 28.9.2004 from the Regional Director,
Employee State Insurance Corporation, Ahmedabad. For details please refer to Item A. I. 19,
above.
• Criminal Case No. 2678 of 1999 has been filed by Government Labour Commissioner
against Mr. Hemant Modi for alleged violation of the provision of Child Labour (Prohibition
and Regulation) Act, 1986. JMC and Hemant Modi pleaded guilty and hence the Court vide
Order dated 14.4.2009 imposed a fine of Rs.20,600/-, which was paid by JMC and Mr.
Hemant Modi and accordingly the matter stands disposed off. For details please refer to item
A. II. (c). 4, above.
• Criminal Complaint case no. 270/2002 has been filed by Mr. Mantu before the Judicial
Magistrate (1st Court) at Malda alleging that cheque no. 457936 dated 13/10/2001, for an
amount of Rs. 4,19,327 issued by JMC, has returned unpaid. It has been alleged by Mr.
Mantu that JMC, pursuant to alleged receipt of purported notice issued in terms of section
138 of Negotiable Instruments Act, 1881, did not make good the said amount and hence Mr.
Mantu has filed the compliant. Mr. Hemant Modi filed application for exemption from
personal attendance by way of an application under Section 205 of CrPC. The same came to
be rejected by an order dated 28.2.2006 (hereinafter the impugned order). Mr. Modi filed
CRR No. 798 of 2006 against the impugned order before the Hon'ble High Court at
Calcutta. The Hon'ble High Court was pleased to grant the said CRR No. 798 of 2006 vide its
order dated 24.04.2006, thereby setting aside the impugned order with a condition that Mr.
Modi must appear in the Court whenever specifically called upon to do so. Thereafter Mr.
Mantu has preferred an application seeking modification and / or variation of the order dated
24.04.2006, passed in CRR No. 798 of 2006. The said application is pending.
• A criminal complaint No. 420 of 2006 has been filed before the Addl. Chief Metropolitan
Magistrate, Mumbai alleging offences under clause 42 for contravention of clause 13(1) (c)
of the Private Security Guards (Regulation of Employment & Welfare) Scheme – 2002 read
with Section 3 (3) of Maharashtra Private Security Guards (Regulation of Employment &
Welfare) Act, 1981. JMC, Hemant Modi and Suhas Joshi pleaded guilty and hence the Court vide
Order dated 4.4.2009 imposed a fine of Rs.1,500/-, which was paid by JMC , Mr Hemant Modi and
Mr. Suhas Joshi, and accordingly the matter stands disposed off. For details, refer to item A.II.(d). 3
above.
• Summary Case No. 900/98 had been filed by Asst. Registrar of Companies, Ahmedabad for
violation of Section 383(1A) of the Companies Act, 1956 as despite the paid up capital of
JMC was higher than Rs. 50 Lacs, it did not have a whole time Company Secretary. For
details please refer to item A. II. (d). 1, above.
2. Mr. Suhas Joshi
• Mr. Suhas Joshi has received Notice dated 28.9.2004 from the Regional Director, Employee
State Insurance Corporation, Ahmedabad. For details please refer to Item A.I.19, above.
• Mr. Suhas Joshi HAS received a notice dated 9.9.2008 from the Inspector, Building and
Other Construction Workers (Regulation of Employment and Conditions of Service) Act,
1996 (‘Act’) and Assistant Administrator, Industrial Health and Safety. In the said notice it
was stated that upon investigation in respect of the accidental death of Mr. Rahman Khan on
6.7.2008 at D.B. Mall Private Limited site, it was found that there was violation of section 40
281
of the Building and Other Construction Workers (Regulation of Employment and Conditions
of Service) Act, 1996 read with rule 56 of the Madhya Pradesh Building and Other
Construction Workers (Regulation of Employment and Conditions of Service) Rules, 2002
(‘Rules’) as the crane which was used was not inspected by the competent person. It was
further alleged that there was a violation of section 39 of the Act and rule 210 of the Rules as
the information in respect of the accident was not intimated to the authority and the relatives
of Mr. Rahman Khan within four hours. The said notice further asked Mr. Joshi to show
cause as to why no legal proceedings should be initiated against him. The said notice was
replied by JMC vide its reply dated 4.10.2008. In the said reply JMC has inter alia denied the
allegations made in the notice dated 9.9.2008 and stated that there was no violation of any of
the provisions of the Act as well as the Rules. Thereafter Mr. Joshi was received another
show cause notice dated 22.10.2008 under the Rules in respect of the same incident from the
office of Labour Commissioner. In the said notice it was reiterated that there was violation of
the provisions of the Act and the Rules and directed Mr. Joshi to show cause within seven
days as to why permission should not be granted to initiate proceedings before the competent
court against him. JMC replied to the said notice vide its letter dated 6.11.2008 and denied
violation of any provisions of the Act and the Rules.
• A criminal complaint No. 420 of 2006 had been filed by Mr. S.L.Naik before the Addl. Chief
Metropolitan Magistrate, Mumbai alleging offences under clause 42 for contravention of clause 13(1)
(c) of the Private Security Guards (Regulation of Employment & Welfare) Scheme – 2002 read with
Section 3 (3) of Maharashtra Private Security Guards (Regulation of Employment & Welfare) Act,
1981. JMC, Hemant Modi and Suhas Joshi pleaded guilty and hence the Court vide Order dated
4.4.2009 imposed a fine of Rs.1,500/-, which was paid by JMC , Mr Hemant Modi and Mr. Suhas
Joshi, and accordingly the matter stands disposed off. For details, refer to item A.II.(d). 3 above.
3. Kalpataru Power Transmission Limited (KPTL)
A. OUTSTANDING LITIGATIONS filed against KPTL
1. Foreign Matters
Sr. Reference No. Parties Place and Amount Brief details of the case
No. Court of Involved
Institution (Rs. In lacs)
(Rounded
Off)
1. Case No. Makro Enerji Ankara 8TH 157 The case is filed by Makro,
2003/569 Tele- Principal equivalent to sub-contractor of Barmek,
Koinunikasyan Court of 469 billion inter alia, for an Injunction
Insaat Taahhut Law’s Turkish Lira. on payments by TEIAS to
Ve Tic Ltd. Sti Commercial KPTL – Barmek
(Makro) v/s. Bench Consider at the Consortium for its alleged
KPTL – Barmek Conversion outstanding dues from
Consortium rate: 1.45 Barmek. Ankara Court
million granted Injunction
Turkish Lira restraining payment by
=1 USD = Rs. TEIAS to KPTL – Barmek
48.50 Consortium. An out of court
understanding/ settlement
As on was arrived at, between
282
25.07.2009 Barmek and Makro,
pursuant to which, the
Injunction on payments
from TEIAS to KPTL -
Barmek Consortium was
lifted on 7.11.2003.
Incidentally, Makro has
given a “No Dues / No
Claims” Certificate to
KPTL.
Subsequently Barmek could

not discharge its obligation
of payment as per
settlement, therefore, Makro
again requested Ankara
Court for an Injunction.
Ankara Court, by order

dated 21.1.2004, granted an
Injunction, subject to the
condition of deposit of 15%
of the Claim amount, i.e. 70
Billion Turkish Lira by
Makro. A reply on merit has
been filed on behalf of
KPTL in October 2003, inter
alia, contending that KPTL,
though a member of the
consortium, is not liable to
make payment of dues of the
other member, i.e. Barmek,
since its role is restricted to
supply of transmission line
and parts thereof.
However, till date, Makro

has failed to comply with
the said Injunction order,
and hence, the order dated
21.1.2004 is currently not
enforceable.
2. Taxation Matters
(a) Central Excise and Sales Tax
Sr. Reference No Parties Place and Court/ Amount Brief details of the case
No Authority of Involved (Rs. In
Institution lacs)
(Rounded Off)
283
1. Show Cause KPTL and Office of the 43.01 KPTL has received Show
Notice – Mr. Additional with penalty and Cause Notice from the
V.73/15- Kamal Commissioner of interest Additional Commissioner of
58/OA/2003- Jain. Central Excise, recoverable Central Excise Division - III,
04 dated Ahmedabad - III, under Central Ahmedabad for denial of
4.10.04 Ahmedabad. Excise Act, 1944 Modvat Credit of
read with Central Rs.43,01,225/- availed on
Excise materials supplied by M/s
Rules,1944. Sunrise Structurals & Engg.
Works, Nagpur (Sunrise) on
behalf of Maharashtra Steel
Re-rolling Mills Pvt. Ltd. The
contention of the Department
is that though Sunrise had
discontinued manufacturing
activities from June 1999,
KPTL has availed Modvate
Credit on the basis of the
invoices issued by Sunrise
during January 2000 to March
– 2000, it has wrongly paid
the excise duty to the
Government.
The said notice, is also issued
to Mr. Kamal Jain, of KPTL
asking him to show cause as
to why penalty should not be
imposed against him under
Rule 209 of the Central Excise
Rules, 1944.
On 14.3.05, KPTL has filed

detailed reply along with
annexures asking for the show
cause notice to be dropped.
Personal hearing has taken
place on 15.3.05 and the
matter is awaiting decision.
2. Show Cause KPTL Assistant 1536 The present show cause notice
Notice No. Commissioner, Alongwith is issued, requiring KPTL to
SCN/KPTL/S Central Excise, penalty and show cause as to why the
T/GNR/2004 Service Tax Cell, interest on services for erection, testing
dated 27.1.05 Gandhinagar. delayed payment and commissioning, the
under the payment for which is received
Finance Act, as ‘job work receipt’
1994. amounting to Rs.
2,38,40,51,691/-, rendered by
KPTL to various parties
including foreign bodies,
should not be treated as
taxable service under the
category of ‘Consulting
Engineer’ more particularly in
view of Circular no.
284
49/11/2002-ST dated
18.12.2002 issued by Central
Board of Excise & Customs,
New Delhi and not be
assessed for Service Tax
amounting to
Rs.15,35,83,991/- and penalty
under sections 69, 75(a), 76
and 78 of the Finance Act,
1994 and penalty under
1994 for a period from 1999
to 9.9.04 should not be
imposed.
The said show case has been
replied to by KPTL on 5th
May’05 wherein KPTL has
denied all the charges made
by the department and
submitted detailed reasons and
documentary proof of validity
of its claim. Personal hearing
has also been asked for. On
29.10.2005, a corrigendum to
earlier show cause notice has
been issued whereby the
authority to whom KPTL has
been asked to show cause has
been changed from “Assistant
Commissioner, Central
Excise, Div - Gandhinagar” to
“Commissioner, Central
Excise, Ahmedabad - III”.
Thereafter the Indian
Electrical and Electronic
Manufacturers Association
(IEEMA) wrote a letter dated
11.1.2007 to the
Commissioner, Service Tax.
In the said letter IEEMA inter
alia requested the
Commissioner, Service Tax to
issue necessary clarification
about whether the activity of
erection/construction of
transmission towers alongwith
the stringing of lines are
covered under any taxable
service and if so, the effective
date from which it is taxable.
Subsequently, the
Commissioner, Service Tax
wrote a letter dated 8.8.2007
to IEEMA. In the said letter it
285
was clarified that the service
provided in the erection of
equipment is taxable since
10.9.2004 under the category
of “erection, commissioning
or installation service”.
3. Show cause KPTL Assistant 3.43 The subject show cause has
notice [C.No. Commissioner, alongwith been issued to several
IV-16 Central Excise interest and companies including KPTL
(ST)241/SKR/ Division, Sikar penalty whereby each of them are
2006/96] dated alleged to have short paid
18.04.2006 their service tax liability.
KPTL has filed replies
disputing the said liability.
Subsequently, vide order
dated 31.7.2007, the Assistant
Commissioner, Central Excise
Division, Sikar dropped the
demand of service tax.
4. S.B. Civil Asst. High Court of 0.98 with Nexo Industries, Ludhiana had
(Sales-Tax) Commerci Judicature for interest and supplied goods to KPTL
Revision No. al Taxes Rajasthan at penalty through a vehicle. The said
285 of 2007 Officer, Jodhpur. vehicle was intercepted and
(FS) checked by the Authority on
Rajgarh 13.8.2003. On checking, the
(the Authority was of the opinion
authority) that there was a wrong
v/s. declaration on documents and
KPTL apparently Form No.ST/18 A
was also not found from the
vehicle. The Authority issued
a show cause notice and
opportunity of hearing was
given to KPTL. Thereafter
the Authority vide order dated
20.8.2003 imposed a penalty
of Rs.74,988/- and tax of
Rs.19,996/- upon KPTL.
KPTL on the said date made
the payment of the said
amount.
Aggrieved by the said order

dated 20.8.2003, KPTL filed
appeal before the Dy.
Commissioner (Appeal),
Commercial Tax, Bhilwara.
The said appeal was allowed
by the Appellate Authority
and thereby rejected / set aside
286
the order passed by the
Authority. The Authority
thereafter filed an Appeal
before the Rajasthan Tax
Board, Ajmer against order
dated 10.10.2005. The
Rajasthan Tax Board vide
order dated 28.5.2007 rejected
the said Appeal filed by the
Authority.

28.5.2007, the present appeal
Judicature for Rajasthan at
Jodhpur, has been preferred
by the Authority. The matter
is pending for hearing.
Inspite of request by KPTL,

the Authority has not refunded
the amount paid by KPTL on
the ground of pendency of the
present Appeal before the
Rajasthan High Court.
3. Labour Matters
Sr. Reference No Parties Place and Court Claims made Brief details of the case
No of Institution
1. Ref (LCA) No. KPTL Labour Court, Rs. 3,05,760/ Case referred to the Labour
1801 of 2001 (First Ahmedabad. (computed for the Court at the instance of the
Party) period between Second Party, seeking
V/s. 01.08.01 and reinstatement with full back
Panchal 31.3.06) wages and all other statutory
Kanti- benefits, on the ground of
bhai Reinstatement illegal termination.
Kalidas with back wages
(Second and costs. The Hon’bel Labour Court
Party) was pleased to reject the
reference filed against KPTL
vide order dated 7.3.2008.
4. Arbitration Matters
Sr. Claimant’s Important dates & Brief details of the case Amount
No name information Involved
(Rs in lacs)
(Rounded
off)
1. Power Grid Date of Notice invoking PGCIL has invoked the Arbitration 236 with
Corporation of Arbitration by PGCIL: clause, vide its notice dated 6.10.1999 interest and
India Limited, 6.10.1999 claiming the balance of Excise Duty further
287
New Delhi amount to be refunded plus interest due interest
(PGCIL) Date of Order of Delhi High thereon on account of non-payment / pendentelite
Court, in Arbitration delayed payment which works out to Rs. and future
Application No. 543 of 12,58,772/- as principal balance Excise interest @
1999 under section 11 of the Duty and Rs. 2,23,49,527/- as interest 18% per
Arbitration Act, 1996: compounded from the date of Gate Pass annum.
29.3.2001 till 25.10.2001, along with pendentelite
and future interest @ 18% per annum,
Arbitral Tribunal consists on the alleged ground of wrongful
of: Hon’ble Mr. Justice withholding of Excise Duty amount.
V.A. Mohta (Retd), Hon’ble KPTL has raised a counter claim of Rs.
Mr. Justice B.J. Diwan 13,30,290/- being the amount of deposit
(Retd.) and Shri Madan Lal lying with PGCIL. KPTL has inter alia
raised the defense that the claim is per-se
Date on which Statement of barred by limitation and the Excise duty
Claim was filed by PGCIL: refunded to KPTL is not further
28.11.2001 refundable to PGCIL as the same was
paid by KPTL at a fixed rate.
Date on which Written
Statement and Counter On 6.3.2005, the Arbitral Tribunal has
Claim was filed by KPTL: passed an order recommending the
25.03.2002 parties to settle the matter since the
matter involves highly arguable issues
and as the parties are enjoying good
commercial relations. The Tribunal has
also suggested a formula i.e. KPTL pays
the principal amount of Excise Duty
actually received by it with simple
interest from 28.11.2001 i.e. date of
statement of claim.
5. Past Criminal Case
Sr. Reference Parties Place and Court Charge/ Brief details of the case
No No of Institution Allegation
1. C. R. 101 Labour Sub-Divisional Section 23 and 24 During inspection by Labour
/2004 Enforc- Judicial of the Contract Enforcement Officer on
ement Magistrate, Labour 29.8.2003 of the Project
Officer Alipurduar, (Regulation and premises of KPTL, the Officer
(Central), Silguri, West Abolition) Act, claims to have noticed certain
Silguri –vs- Bengal. 1970 and Rules lapses amounting to
KPTL & framed infringement of the
ors. thereunder. provisions of Contract Labour
(Regulation and Abolition)
Act, 1970 and the Rules
including executing the
contract work through 28
contract laborers without
obtaining licence under
section 12(1) of the said Act.
The subject proceedings were
initiated in respect of the
aforesaid controversy. By
288
order dated 1.2.2006 the
Magistrate has imposed fine
of Rs.200 each on the accused
persons.
B. OUTSTANDING LITIGATIONS filed by KPTL:

Sr. Reference No Parties Place and Amount Brief details of the case
No Court of Involved
Institution /Claims made
(Rs. In lacs)
(Rounded
Off)
1. Appeal filed on KPTL v/s. State Sales Tax 1.19 with The Dy. Commissioner (CT)
30.9.2004 of Andhra Appellate penalty and Hyderabad (Rural) Division,
Pradesh Tribunal, interest Hyderabad for the year 1998-
Andhra Pradesh 1999 proposed to revise the
final assessment order of the
Commercial Tax Officer,
Saroornagar Circle,
Hyderabad and issued a Pre-
Revision show cause notice to
KPTL proposing to levy the
Turnover Tax on the work
contract receipts.
KPTL could not file their

written objections to the said
Pre-Revision Show Cause
notice within the stipulated
time and the Dy.
Commissioner without giving
further opportunity passed an
order levying Turnover Tax
on KPTL to the tune of
Rs.1.19 lacs which was
communicated to KPTL on
2.8.2004.
KPTL has filed the said

appeal against the
proceedings of the Dy.
Commissioner under Andhra
Pradesh General Sales Tax
Act, 1957.
The said appeal is pending for

hearing.
2. Appeal filed KPTL v/s. State Sales Tax 0.13 The Dy. Commissioner (CT)
on 30.9.2004 of Andhra Appellate Hyderabad (Rural) Division,
with penalty
Pradesh Tribunal, Hyderabad for the year 1997-
and interest
Andhra Pradesh 1998 proposed to revise the
final assessment order of the
289
Commercial Tax Officer,
Saroornagar Circle,
Hyderabad and issued a Pre-
Revision Show Cause notice
to KPTL proposing to levy
the turn over tax on the work
contract receipts.
KPTL could not file its

written objections to the said
Pre-Revision Show Cause
notice within the stipulated
time and the Dy.
Commissioner without giving
further opportunity, passed an
Order levying Turnover Tax
on KPTL to the tune of Rs.
0.13 lacs which was
communicated to KPTL on
2.8.2004.
KPTL has filed the said

appeal against the
proceedings of the Dy.
Commissioner under Andhra
Pradesh General Sales Tax
Act, 1957.
The said appeal is pending for

hearing.
3. Municipal Meghji Court of Small Under the This appeal has been filed by
Appeal No. Mathuradas Causes at impugned Meghji Mathuradas Manubai
289/2002. Manubai, wife Bombay. orders the & ors against an order of the
of Meghji ratable value Investigating Officer dated
Mathuradas and has been January 8, 1999 in relation to
Zaverbai, assessed at the determination of ratable
widow of 38.92 which is value of certain properties of
Madhavji under KPTL being assessed by
Mathuradas and challenge. Brihanmumbai Mahanagar
Charandas Palika under the provisions of
Meghji Trust Bombay Municipal
V/s. Corporations Act. Under the
impugned orders the ratable
1.Brihanmu- value has been assessed for
bhai the aggregate value of
Mahagar-agr Rs.38,92,150/- which is under
Palika challenge.
2.Municipal
Commissi- The said matter is pending.
oner of
Greater
Mumbai
290
4. Appeal filed on KPTL v/s. Custom, Excise 57.11 with By final assessment order of
16.11.2005 Commissi- and Service penalty and Bill of Entry No. 569052
and oner of Tax, Appellate interest dated 19.2.2003, full
Appeal filed on Customs, Tribunal, exemption from
17.2.2009 Mumbai Mumbai Countervailing duty was
granted to KPTL. The
Department appealed against
the same by filing Appeal No.
96/2005 (JNCH) before the
Commissioner of Customs
(Appeals) JNCH, Nawa
Shiva.
By order dated 5.8.05, the
(Appeal) JNCH, Nava Shiva
has set aside the order of the
lower authority and allowed
the appeal of the Department.
KPTL has challenged the
order before the Customs,
Excise and Service Tax
Appellate Tribunal by filing
appeal on 16.11.2005.
The said matter is pending for

hearing.
During the penedency of the
said appeal, the Dy.
wrote a letter dated 26.6.2007
to KPTL and requested KPTL
to pay the differential amount
of duty under the head CVD
Rs.57,11,429.00 alongwith
applicable interest for the
period starting from the date
of assessment, as per the
order dated 5.8.2005.
KPTL thereafter filed an

application under section
129E of the Customs Act,
1962 before the Custom,
Appellate Tribunal for stay of
the operation of order dated
5.8.2005 and letter dated
26.6.2007. The Custom,
Tribunal vide order dated
19.11.2007 dismissed the said
stay application with a liberty
to apply afresh if and when
the notice dated 26.6.2007 is
adjudicated.
291
Thereafter the Commissioner
of Customs vide order dated
9.5.2008 adjudicated the
claim raised in notice dated
26.6.2007 and accordingly
directed KPTL to pay
differential duty of
Rs.57,11,429/- and interest
thereon. The said order was
challenged before the
(Appeals) and vide order
dated 29.12.2008, the
(Appeals) upheld the earlier

29.12.2008 KPTL has filed an
appeal before the Custom,
Appellate Tribunal on
17.2.2009 alongwith a stay
application. The stay
application came up for
hearing on 24.06.2009 and
during this hearing, the
Hon’ble Tribunal allowed the
appeal.
The authority has started

recovery proceedings in
absence of any stay from
KPTL as well as from its
other group company,
Kalpataru Limited. Due to the
same KPTL and Kalpataru
Limited have filed a writ
petition before High Court of
Judicature at Bombay being
Writ Petition No.2780 of
2009. In the said petition the
Hon’ble High Court of
Judicature at Bombay vide
order dated 5.3.2009 has
directed the authority not to
take any coercive steps to
recover the demand pursuant
to the order-in-original dated
9.5.2008 till disposal of the
stay application and for a
period of four weeks
thereafter and disposed of the
292
writ petition.
5. Application KPTL V/s. Customs, 120 with The Commissioner, Central

No. ST/ S / 962 Commissio-ner Excise and interest and Excise, Ahmedabad-III, vide
/ 06 of Central Service Tax penalty his order dated 20.12.2005
& Appeal No. Excise, Appellate disposed of a show cause
ST / 70 / 06 Ahmedabad Tribunal, West notice holding that KPTL is
Zonal Bench at liable to pay Rs. 1,13,60,559/-
Mumbai. as service tax and the service
tax already paid by KPTL
shall be adjusted against the
said amount. KPTL had
already paid, abeit under
protest, a service tax of Rs.
1,16,26,813/-. An amount of
Rs. 2,66,254/- had been paid
over and above what was due.
However, the Commissioner
has imposed a penalty of Rs.
120 lakhs under section 78 of
the Finance Act, 1994 holding
that the amounts were paid
belatedly and a further sum of
Rs. 29,200/- has been
imposed as penalty under
1994.
KPTL has appealed against
the said order dated
20.12.2005.
The Customs, Excise and
Service Tax Appellate
Tribunal, by its order dated
20-04-2006, has dispensed
with the condition of pre-
deposit of penalty amount and
allowed the stay petition.
6. Appeal filed on KPTL Commissioner 0.6 with KPTL has imported one “old
27.2.2009 v/s (Appeal). penalty and and used frame for 3 Sheave
Deputy interest Aerial Roller as sample” (the
Commissioner said goods) from its overseas
of Customs project office (Kalpataru
Transmission Limited, Abu
Dhabi, UAE) and declared
Rs.9,959.37 as assessable
value. The Dy. Commissioner
of Customs vide order dated
12.12.2008 hold that KPTL
has violated para 2.17 of
Foreign Trade Policy 2004-
2009 and that both, the buyer
and seller are related parties
293
and has declared value cannot
be considered as transaction
value in terms of section 14 of
the Customs Act, 1962 read
with Valuation Rules, 1988
and Valuation Rules, 2007. In
view of the same the Dy.
Commissioner had ordered to
confiscate the said goods
under section 111(d) and
111(m) of the Customs Act
and allowed its redemption
under Section 125 of Customs
Act, 1962 on payment of a
fine of Rs.5,000/- and also
imposed a penalty of
Rs.1000/- on KPTL. KPTL
thereafter paid an amount of
Rs.6000/- on 12.12.2008.
The present appeal is filed
challenging the said order
dated 12.12.2008 passed by
the Dy. Commissioner,
Central Excise. The appeal is
pending.
7. D.B. Civil Writ KPTL v/s. High Court of 10.49 with KPTL had received an
Petition No. State of Rajasthan at penalty and assessment order dated
1446 of 2007 Rajasthan & Jodhpur interest 2.2.2007 from Commercial
ors. Taxes Officer, Tonk, inter
alia, raising a demand of tax
to the tune of Rs.9,54,056/-
and interest thereon to the
tune of Rs.95,405/- under the
Rajasthan Tax on Entry of
Goods into Local Areas Act,
1999 (the Act). Upon receipt
of the said assessment order
KPTL has filed the present
petition. In the said petition,
KPTL has inter alia, prayed
for orders that the Act be
declared ultra vires and that
the said assessment order
dated 2.2.2007 may be
quashed and set aside.
The Hon’ble High Court of
Judicature at Rajasthan at
Jodhpur, vide order dated
21.3.2007 has admitted the
said petition and directed that
no coercive process be issued
against the petitioner by the
State for enforcing demand
294
created under the Act.
8. RLT No. 909 KPTL Rajasthan Tax 1.58 KPTL has received an
/2008/Tonk v/s. Board, Ajmer plus interest attachment order dated
Sub-Registrar 21.11.2007 from Collectorate
& Tehsildar (Revenue Office) Ajmer
(Assessing through Tehsildar and Dy.
Authority), Registrar, Uniara on 29.11.07
Uniara, Dist. for non-payment of land tax
Tonk of Rs.3,15,150/- for the year
2006-07 and 2007-08.
It is the case of KPTL that it
was never informed or in
receipt of any kind of demand
notice from Rajasthan
Revenue Authority towards
land tax liability for its Uniara
Biomass Power Plant. In view
of the same KPTL has
immediately taken up the
matter with the Collector
Office, Revenue Department,
and Tahsildar vide its letter
dated 4.12.2007. In view of
the same, KPTL deposited
50% of the demand amount
under protest. Thereafter the
present application for
revision in Form No. 12 under
section 51 of Rajasthan
Finance Act, 2006 has been
preferred. The said matter is
9. Case No. KPTL Tribunal of 360.16 KPTL had entered into a sub-
648/2008 v/s. Cheraga, contract with GSI for
Equivalent to
Groupment Algiers, Algeria construction of 400 KV
55.16 million
Sioudan Imapc transmission line from EL
Algerian
(GSI) KHEMIS to Berrouaghia for
Dinar.
Sonelgaz, Algeria.
According to KPTL there was
Consider at the
an unforeseen delay in
Conversion
execution of project and GSI
rate: 74.28
had to incur idling cost on
DZD =1 USD
men and machineries. Upon
= Rs. 48.50
completion of the work GSI
As on
submitted a claim on KPTL
25.07.2009 for the said extra cost
incurred by it, mainly on
account of idling of workmen
and resources, stoppage of
works for reasons not
attributed to GSI. It was the
295
case of KPTL that the said
claim raised by GSI was out
of the contractual terms and
that KPTL was not liable for
the same. A joint meeting was
held with GSI on 28th and 29th
December 2007 and an MoU
was signed between the
parties. In the said MoU the
parties had agreed that extra
claim of GSI would be
reviewed by KPTL and
further deliberation will be
made in the next meeting
which was tentatively fixed in
January 2008. Subsequently,
a meeting was held on 22nd
January 2008 in which
detailed discussion took place
and it was agreed that though
contractually the claim of GSI
was not tenable, KPTL, as a
goodwill gesture, offered a
lump sum payment of DA 10
million as full and final
settlement to GSI.
GSI thereafter moved a
petition before EL Cheraga
Court, Algeria against KPTL.
EL Cheraga Court vide order
dated 7.4.2008 freezed the
bank accounts with BNP Pari
Bas Bank. Algeria of KPTL
to the extent of GSI’s claim.
Against the said decision
KPTL has filed the present
appeal. The matter came up
for hearing before the
Cherega Tribunal and as
requested by KPTL, the
Tribunal rejected the
submitted expert report on the
ground of it being superficial
and appointed a new expert,
vide Order dated 13.04.2009.
C. NOTICE RECEIVED BY KPTL
Sr. Noticer’s Date of Claim Charges/ Brief details of the case

No Name Notice Amount allegations
Rs. Lakhs
(Rounded
off)
296
1. Mr. Manahar 27.11.2008 5.06 Non-payment Mr. Gondalia was given
bhai Jadavbhai of outstanding work of RGGY Rural
Gondalia dues Electrification Scheme by
(Mr. Goondalia) KPTL. Mr. Gondalia was
to complete the said work
by May 2007. KPTL had
also given work of BPL
connection to Mr.
Gondalia on 15.5.2007
and Mr. Gondalia was to
complete the said work
by July 2007. As per the
notice Mr. Gondalia had
completed both the works
within the prescribed
period of time. Mr.
Gondalia has alleged that
KPTL has failed to make
payment of Rs.5,05,426/-
to Mr. Gondalia for the
said work. Mr. Gondalia
therefore issued the said
notice.
KPTL replied to the said
notice on 29.11.2008. In
the said reply, KPTL has
denied the contents of the
notice dated 27.11.2008
as no details/ proof in
respect of contract, the
payments made from time
to time and arrears of the
payment have been
shown in the said notice.
It was further advised to
Mr. Gondalia that he
should contact the project
manager of Amet with all
necessary proof and
original documents.
2. Show Cause 30.12.2008 14.22 Claim of KPTL vide letter dated

Notice – F. No. Refund. 6.10.2008 to the Assistant
V.Misc/ 30-1/ Commissioner of Central
GNR/ Ref/ 07-08 Excise, Gandhinagar
Pt. I applied for refund of
Central Excise duty of
Rs.14,22,370/- paid for
supplies under
notification no. 108/95-
CE dated 28.8.1995.
Pursuant to the said
application the present
show cause notice has
been issued by the
297
Assistant Commissioner,
Central Excise. In the said
show cause notice it is
stated that upon scrutiny
of the documents
submitted by KPTL
discrepancies, as stated
therein, have been noticed
and therefore KPTL has
been called upon to show
cause as to why the
refund claimed by KPTL
should not be rejected for
violation of basic
condition of the
notification and that the
refund claimed should not
be credited to Consumer
Welfare Fund under
section 12C of Central
Excise Act, 1944 as the
assessee has failed to
establish that the amount
to which such refund is
claimed has not been
passed on by him to any
other person as required
under section 11B of
Central Excise Act, 1944.
KPTL has vide letter
dated 2.2.2009 replied to
the said notice and
requested for a personal
hearing.
D. OTHER CASES
KPTL is one of the Defendants/ Opponents in Motor Accident Claim Petition pending before the Court of
Motor Accidents Claim Tribunal (Subordinate Judge), Tirupattur, Vellore District. We are informed that the
vehicle involved in the said matter was not owned by KPTL. The compensation sought in the said matter is
Rs.15 lacs.
4. KALPATARU CONSTRUCTIONS PRIVATE LIMITED (KCPL)
(a) OUTSTANDING LITIGATIONS filed by KCPL
Sr. Reference No Parties Court / Place Amount of Brief details of the Case
No of Institution claim involved
(Rs. in
lacs) (Rounded
off)
1. Not Arbitration Hon’ble The claim KCPL had entered into a
Applicable Proceed- Arbitrator Shri involved can be Development Agreement dated
298
ings Jai Chinai / said to be to the 15th May 1983 and Supplementary
between Mumbai. extent of the Agreement dated 15th May 1983,
KCPL and valuation of with the Housing Society for
The Seva property developing certain leasehold land
Samiti Co- provided by the Bombay
op Housing Municipal Corporation (as the
Society Lessor) to the Housing Society (as
Limited the Lessee). The members of the
(‘the said Society, had since not been
Housing co-operating and were hindering /
Society’). obstructing the construction
activity and were not cooperative
in respect of procuring permissions
and sanctions required from
Municipal Authorities.
KCPL thereafter preferred

Arbitration Petition No. 36 of 2002
seeking appointment of arbitrator
before the Hon’ble High Court of
Judicature at Mumbai. An
Arbitrator came to be appointed in
terms of the minutes of the order
dated the 20th August 2002.
At present the Arbitration is at a

deadlock as the Society has not
paid the fees to the Arbitrator.
2. First Appeal KCPL The High 2.4 KCPL has preferred the appeal
No. 2185 of V/s Court of along with Civil Application No.
2005 Ladharam Judicature at 4719 of 2003, for Stay, against the
in Ahuja and Bombay. order and decree dated 9.5.2003,
L.C. Suit two others passed by the Bombay City Civil
No.7318 of (Original Court, inter alia, directing that
1986 Plaintiffs) Plaintiffs to the suit to deposit
and amount of Rs. 2,40,000/- with
Ors. Seva Samiti Co-operative Society
(Society), within 6 months,
pursuant to which the Society and
KCPL were to give possession of
the suit property to the Plaintiffs.
The Appeal has been filed on the

grounds, inter alia, that the City
Civil Court at Bombay had no
jurisdiction to try the suit and that
the suit was barred by limitation.
The appeal came to be admitted on
19.06.06 and stay has been granted
on the execution of the Decree by
Order dated 26.08.2008 providing
security to the court by way of
shops..
3. Municipal 1. Seva Court of Small No additional This appeal has been filed against
299
Appeal No. Samiti Co Causes at liability involved an order of the Investigating
281 of 2002 op Housing Bombay. as KCPL has Officer dated September 20, 2001
Society already paid the in relation to the determination of
Limited. property taxes ratable value of a building No. 10-
‘under protest’ A of the Seva Samiti Co-operative
2. KCPL from time to Housing Society Limited. The
time. Appeal has not yet come up for
V/s. hearing.
Brihanm- The final outcome of this case

umbai would be that either the court
Mahanag-ar adjudicates the rateable value
Palika and lesser than Rs. 30,36,275/- and
anr. refund is ordered or the case will
be dismissed, in which case, no
additional liability will accrue.
4. Municipal 1. Seva Court of Small No additional This Appeal has been filed against
Appeal No. Samiti Causes at liability involved orders of the Investigating Officer
284 of 1999 Co-op. Bombay as KCPL has dated 08.2.99 and 18.2.1999 in
Housing already paid the relation to the determination of
Society property taxes rateable value of certain lands
Ltd. “under protest” under construction at the Seva
in the year from Samiti Co-op Housing Society
2. KPCL
time to time. Limited. The Appeal is pending.
V/s
The final outcome of this case
would be that either the court
Brihanm-
adjudicates the rateable value
umbai
lesser than Rs.6,23,850/- and
Mahanag-ar
refund is ordered or the case will
Palika and
be dismissed, in which case, no
Anr.
additional liability will accrue.
(b) OUTSTANDING LITIGATIONS filed against KCPL
No. of Institution claim involved
(Rs. in
lacs)(Rounded
Off)
1. Income Tax Commissi- The High 553.57 with The present Appeals have been
Appeal Nos. oner of Court of penalty and filed challenging orders of the
47, 51, 52, 55, Income Tax Judicature at interest Income Tax Appellate Tribunal,
56, 57, 58 of , Mumbai - Bombay. Mumbai, Benches ‘E’ holding,
2004 and 560 of III v/s. inter alia, that interest income
2003 KCPL earned by KCPL from work in
progress should be taxed as interest
from other sources while interest
on borrowings which were utilized
for giving as advances to sister
concerns had to be set off against
interest received in terms of
provisions of Section 57 (ii) of the
300
Income Tax Act, 1961.
The Appeals have been admitted

and the same are pending.
2. R.A. D 1. Tej Court of Small The claim This suit is filed praying, inter alia,
Suit No.4238 of Pradip Causes at involved can be for a declaration that the Plaintiffs
1985 Dalal Bombay said to be to the along with Defendant No.2 are
extent of the entitled to tenancy rights of the suit
2. Rikeen valuation of premises, including permanent
Pradip property injunction against Defendant No.2
Dalal from surrendering its tenancy
rights to KCPL. KCPL is a formal
3. Mandira party as owner of the entire
Pradip building of which the suit premises
Dalal is one of the flats.
V/s. The suit was decreed in favour of

the Plaintiffs vide Ex-parte decree
1.KCPL dated 30.9.2000. The Defendant
No.2 preferred a Misc. Notice,
2. Mukul praying for permission to defend
Harki- the suit. Similarly Misc. Notice
sonda-ss No. 179 of 2002 was filed by
KCPL also and the same came to
be allowed and the Order dated
30.9.2000 was set aside. KCPL has
filed Written Statement, inter alia,
stating that the suit is barred by
limitation and that KCPL became
owners of the suit property in the
year 1986.
The suit is pending.
5. KALPATARU PROPERTIES PRIVATE LIMITED (KPPL) (previously known as

Kalpataru Construction Overseas Pvt. Ltd.)
A. OUTSTANDING LITIGATIONS filed by KPPL
No of Institution claim
involved (Rs.
in)
(lacs)
(Rounded
off)
1. New No. M76 KPPL V/s. Commissioner 13.08 with The Income Tax Officer (ITO) has
/ 07-08 Deputy of Income Tax penalty and disallowed Rs. 19,78,127/- as
Commissi- (Appeal) interest interest paid on certain advances
oner of made to associate concerns of
Income Tax, KPPL for the Assessment Year
Range 3(2), 1999 – 2000 holding that the same
Mumbai. were advanced free of interest. In
addition thereto, ITO also
disallowed Rs. 200,000/- for
301
Administrative expenses, Rs.
1,26,254/- for Share issue expenses
and Rs.25,00,000/- as capital gains
on sale of shares. KPPL
challenged the same before the
(Appeal) (CIT), inter alia on the
ground that it had sufficient
surplus funds, which it had
received interest free and thus, lent
it without seeking interest. The
CIT upheld the disallowance made
by ITO. The claim, thus is Rs.
9,43,628/- being the income tax
(on various disallowances) and
interest thereon. Hence KPPL has
preferred the subject appeal before
the ITAT against the order of
Deputy Commissioner of Income
Tax dated 2/9/2002.
The Hon’ble ITAT vide order

dated 31.10.2006 referred the
matter back to Assessing Officer of
Income Tax for recomputation of
the disallowances. The Assessing
Officer thereafter while
recomputing the subject
disallowances, vide order dated
31.12.2007 enhanced the said
disallowances. KPPL has filed
appeal before the Commissioner of
Income Tax (Appeal) against the
said order. The said appeal is
pending.
2. Suit No. 2408 KPPL v/s. High Court of The liability KPPL has filed suit against
of 2006 Majithia Judicature at will be to the Majithia for declaration that the
Nagar Co- Mumbai extent of the agreement between KPPL and
operative tender value Majithia consisting of tender
Housing document/ form and the addendum
Society Ltd. dated 19.1.2005 read with the
(Majithia) approved draft agreement between
KPPL and Majithia jointly
constitute a concluded contract,
which is valid subsisting and
binding upon Majithia and
Majithia is bound and liable to
specifically perform the terms
thereof.
In the said suit KPPL also filed a

notice of motion which is pending
for hearing and disposal.
3. Suit No. 852 of KPPL v/s. High Court of The claim KPPL have filed Suit No. 852 of
1991 Mohasinbhai Judicature at involved can 1991 in the High Court of
Rassiwalla & Mumbai be said to be Judicature at Mumbai against the
302
Ors. to the extent owners of the property at Kurla,
of the inter alia praying for a declaration
valuation of that there is a valid, binding and
property subsisting Agreement for Sale and
Supplemental Agreement for
specific performance thereof and
other incidental reliefs including
appointment of Receiver. The
4. T.E.& R. Suit Precious Small Causes The claim A suit is filed and pending in the
No. 257/279 of Finance & Court, Mumbai involved can Small Causes court at Mumbai
2003 Investment be said to be against Bharat Petroleum
Pvt. Ltd. v/s. to the extent Corporation Ltd. who are the
Bharat of the tenants in respect of the building
Petroleum valuation of belonging to Precious Finance &
Corpn. Ltd. property Investment Pvt. Ltd.
(BPCL) In the meantime, the property of
Precious Finance & Investment
Pvt. Ltd. has been conveyed to
KPPL by registered conveyance.
The matter is presently pending for
hearing and recording of evidence
of BPCL.
B. Arbitration matter
(Rounded off)
1. Shree Ram Mills Date of invoking KPPL had entered into an MoU 1560.01 plus
Limited (SRM) Arbitration by KPPL: dated 28.6.2004 and an interest @ 24%
12.2.2005. Addendum to the said MoU
dated 10.12.2004 with SRM and
Date of filing claim Vijay Infrastructure
statement : 23.12.2005 Technologies Private Limited for
sale of a plot admeasuring
Date of filing amendment 20,955.40 sq. mtrs out of SRM’s
application for property situated at Worli for a
amendment of claim: consideration of Rs.105.30
14.1.2009. crores.
Dispute arose between the
Reply to the amendment
parties and KPPL invoked
application : 23.1.2009
arbitration and filed an
Name of the Arbitrators :
application under section 9 of
Sr. Advocate Rafiq Dada,
the Arbitration and Conciliation
Hon’ble Mr. Justice Y. V.
Act, 1996. The High Court of
Chandrachud (retired) and
Judicature at Bombay passed an
Hon’ble Mr. Justice R. S.
order in the Petition that SRM
Pathak (Retired)
should maintain status quo in
respect of the said land.
An Appeal was filed under
Section 37 of the Arbitration &
Conciliation Act, 1996 (the
‘Arbitration Act’) against Order
303
dated 19.7.2005 passed by the
Bombay High Court in
Arbitration Petition No. 78 of
2005 granting certain interim
relief under section 9 of the
Arbitration Act.
The Division Bench of Bombay

High Court in Appeal No. 6458
of 2005, vide Order dated
27.10.2005 modified the Order
dated 19.7.2005 and directed
SRM to maintain status quo
with regard to the disputed
property.
SRM, being dissatisfied with

the said order of the Division
Bench filed a Review Petition
before the same bench. The
Review Petition has been
dismissed by the Hon'ble Court
vide its order dated 16.12.2005.
Aggrieved by the said orders

SRM preferred SLP before the
Hon’ble Supreme Court of
India. The Supreme Court of
India vide order dated
1.12.2006 was pleased to reject
the said SLP.
Meanwhile, KPPL appointed Sr.

Advocate Rafiq Dada as their
Arbitrator and the Shree Ram
Mills Limited appointed Hon’ble
Mr. Justice Y. V. Chandrachud
(retired) as their Arbitrator and
the said Arbitrators, in turn have
appointed Hon’ble Mr. Justice
R. S. Pathak (Retired) as the
third Arbitrator.
The claimant thereafter filed a

claim statement for specific
performance of the Agreement.
Thereafter, KPPL on 14.1.2009

filed an application for
amendment of claim to include
claims for compensation in the
alternative and without prejudice
the relief of specific
performance.
304
SRM on 23.1.2009 filed reply to
the amendment application.
C. OUTSTANDING LITIGATIONS filed against KPPL.
Sr. Reference Parties Court / Place of Amount of Brief details of the Case
No No Institution claim
involved
(Rs.in
lacs)
(Rounded off)
1. Summary Tristar High Court of 3.42 plus Tristar, who are recruiting agency
Suit No.3373 Consultan-ts Judicature at interest @18% have filed a Summary Suit for
of 2001 (Tristar) Bombay per annum. Rs.3,41,981/- with interest @ 18%
V/s per annum on the principal sum, on
KPPL an alleged contention that KPPL
was bound by a contract dated
18.5.1998 with one M/s Boyden
International, pertaining to
recruitment of employees, to make
certain payments, which were not
made. KPPL has filed Written
Statements, inter alia, contending
that the suit is not maintainable as
M/s Boyden had also filed
Summary Suit No. 3212 of 2000
on identical grounds and for
identical claims which was
withdrawn without liberty to file
fresh suit.
The Suit is pending hearing and
final disposal.
2. Appln. Ramacha- Court of 2.73 This case is filed under the
(WCA) ndra Commissioner (the claim provisions of Workmen’s
No.721/C- Venkatesh for Workmen’s amount), Compensation Act, 1923, for
214 of 2001 Valmiki Compensation together with claiming compensation and
(Applican-t) Act, Bandra, interest at the damages alleged caused due to
Mumbai rate of 12% injury to the Applicant. He has
V/s. from contended that he was employed
28.6.2000 till by the Opposite Party No. 2
1. KPPL realisation and (contractor) as helper and suffered
2.Mr. Zafar penalty as from a fall from the 6th Floor of
Bhati awarded by the new building, while he was
3. New India Court. working as a helper. KPPL
(builders and Opposite Party No.
Insurance
1) have filed a written statement
Co. Ltd. contending inter alia that they have
no privity of contract with the
(Opposite
Applicant. It is also contended that
Party)
the Applicant has failed to justify
his claim.
Leading of evidence on behalf of
KPPL is over. The matter is at the
305
stage of leading of evidence by the
Opposite Party No.2 and 3.
3. Appeal No. M/s S.K. Court of Small The claim Two suits were filed by Arun
(L) 2723 of Kabbur Pvt. Causes at involved can Bros and M/s. Atul Arun Printing
2005 in Ltd. & anr. Bombay be said to be to Press (hereinafter collectively
Injunction v/s. Arun the extent of referred to as ‘the Plaintiffs’) for
Notice No. 46 Bros. and the valuation declaration that the Plaintiffs are
of 2002 in KPPL of property lawful sub-tenants of M/s S.K.
RAD Suit Kabbur Pvt. Ltd. in respect of the
No. 230 of & suit premises. KPPL, vide its
2002 affidavits in the suits, each dated
& M/s S.K. 13.06.2002, has contended it has
Appeal (L) Kabbur Pvt. no legal right or interest in the suit
No. 2724 of Ltd. & anr. premises and that it has been
2005 in v/s M/s Atul wrongfully joined in suit.
Injunction Arun
The Plaintiffs had also filed
Notice No. 47 Printing
Injunction Notice Nos. 46 and 47
of 2002 in Press and
of 2002 in the respective suits. The
RAD Suit KPPL
said injunction notice in the suit of
No. 231 of
the Plaintiffs have been made
2002
absolute by the Court wherein no
action can be taken against them to
dispossess.
Appeals, challenging the said order
have been filed in both the matters,
which are pending.
4. R.A.D. Suit Prakash Small Causes The claim One Mr. Prakash Butani, conductor
No.1647 of Anand Court, Bombay involved can of Milk Centre business on behalf
2002 Butani V/s. be said to be to of one Sindhi Nagar Consumer Co-
KPPL and the extent of op. Society [a Society floated by
anr. the valuation The Seva Samiti Co op Housing
of property Society Limited (hereinafter ‘the
Housing Society’)] filed a Suit to
claim tenancy in respect of Milk
Centre business. KPPL is
developing the property on behalf
of the Housing Society and the said
Mr. Butani is claiming tenancy
rights on the property. Mr. Butani
preferred an injunction application
praying for orders restraining
KPPL from disturbing his
possession. The Society and KPPL
have filed joint Written Statement,
inter alia, stating that the Plaintiff
is not a tenant and the suit is
misconceived.
The Hon’ble Court had dismissed

the said injunction application
preferred by Mr. Butani. An
Appeal was preferred challenging
the said order, by Mr. Butani.
306
However, the same was withdrawn
as not pressed, vide Order dated
23.1.2003. The suit is pending.
5. CR No. 84/ Mrs. Metropolitan NIL This is a dispute between husband
Misc of 2007 Shyabeena Magistrate, and wife. KPPL being the
Rafique Bandra proposed Developer of the
Ahmed property has been impleaded in the
Shaikh v/s. proceedings, though, in the opinion
Shaikh R. of KPPL, it has no connection
Ahmed & and/or reason to be a party.
Ors. Application for discharge has been
made which is pending.
6. K. C. Holdings Private Limited : Nil
7. Energylink (India) Limited : Nil
8. Shree Shubham Logistics Limited (SSLL)
(a) Outstanding litigation filed by SSLL
involved
(Rs.in
lacs)
(Rounded off)
1. S.B. Civil SSLL High Court of The claim SSLL had purchased industrial
Writ Petition v/s. Judicature, involved can land from Shri Jagdevsingh, Shri
No. 5613 of Board of Rajasthan be said to be to Satyadevsingh, Shri Sukhvirsingh
2009 Revenue & the extent of and Smt. Lalitadevi all belonging
ors valuation of to Ahir cast which is not a
property. scheduled tribe in the State of
Rajasthan.
On 17.9.2007 an application under

Section 42 read with Section 175,
and 177 of Rajasthan Tenancy Act,
1955 was submitted by Tehsildar
before Sub-Divisional Officer,
Ramgarh claiming that the land
which was purchased by SSLL
belonged to Scheduled Cast and
that the same has been converted
with the intention to sell to non-
reserved category. It was therefore
prayed that the land in question be
reverted back as Siwai Chuck.
The Sub-Divisional Officer vide

order dated 5.2.2008 declared the
land as Siwai Chuck without
giving notice to SSLL or the
sellers. SSLL thereafter preferred a
307
First Appeal before the Revenue
Appellate Authority, Alwar,
against the said order dated
5.2.2008.
The Revenue Appellate Authority

vide order dated 20.8.2008 upheld
the decision of Sub-Divisional
Officer.
Second Appeal was filed on

19.3.2009 against the order of
Revenue Appellate Authority dated
20.8.2008.
The hearing of the matter was over
and the Hon’ble Division Bench
has pronounced the judgment on
01.04.2009 against SSLL.
SSLL has filed the present appeal

Rajasthan. Hon’ble Court has
given interim order to serve the
notice on respondents and maintain
the status quo on the land in the
dispute.
(b) Past litigation filed by SSLL
involved
(Rs.in
lacs)
(Rounded off)
1. Appeal SSLL Revenue Board, The claim SSLL had purchased industrial
Decree T Act v/s. Alwar, Rajasthan involved can land from Shri Jagdevsingh, Shri
No. 8920 of Tehsildar, be said to be to Satyadevsingh, Shri Sukhvirsingh
2008 Ramgarh, the extent of and Smt. Lalitadevi all belonging
Alwar, valuation of to Ahir cast which is not a
Rajasthan & property. scheduled tribe in the State of
Ors. Rajasthan.
On 17.9.2007 an application under

Section 42 read with Section 175,
and 177 of Rajasthan Tenency Act,
1955 was submitted by Tehsildar
before Sub-Divisional Officer,
Ramgarh claiming that the land
which was purchased by SSLL
belonged to Scheduled Cast and
that the same has been converted
with the intention to sell to non-
308
reserved category. It was therefore
prayed that the land in question be
reverted back as Siwai Chuck.
The Sub-Divisional Officer vide

order dated 5.2.2008 declared the
land as Siwai Chuck without
giving notice to SSLL or the
sellers. SSLL thereafter preferred a
First Appeal before the Revenue
Appellate Authority, Alwar,
against the said order dated
5.2.2008.
The Revenue Appellate Authority

vide order dated 20.8.2008 upheld
the decision of Sub-Divisional
Officer.
Second Appeal was filed on

19.3.2009 against the order of
Revenue Appellate Authority dated
20.8.2008.
The hearing of the matter was over

and the Hon’ble Division Bench
has pronounced the judgment on
01.04.2009 against SSLL. Hence,
the matter stands disposed off.
9. Amber Real Estate Limited : Nil
10. Saicharan Properties Limited : Nil
11. Kalpataru Power Transmission (Mauritius) Limited : Nil
12. Kalpataru S A (Pty) Limited : Nil
13. Kalpataru Power Transmission Nigeria Limited : Nil
14. JMC Infrastructure Limited : Nil
15. JMC Consultants & Developers Private Limited : Nil
16. M/s. J. M. Construction : Nil
17. SAI Consulting Engineers Private Limited : Nil
18. Adeshwar Infrabuild Limited : Nil
C. PROCEEDINGS INVOLVING DIRECTORS OF JMC.
1. Mr. D. R. Mehta : Nil
309
2. Mr. Hemant Modi:
Employee State Insurance Corporation, Ahmedabad. For details please refer to Item A. I. 19,
above.
• Criminal Case No. 2678 of 1999 has been filed by Government Labour Commissioner
against Mr. Hemant Modi for alleged violation of the provision of Child Labour (Prohibition
and Regulation) Act, 1986. JMC and Hemant Modi pleaded guilty and hence the Court vide
Order dated 14.4.2009 imposed a fine of Rs.20,600/-, which was paid by JMC and Mr.
Hemant Modi and accordingly the matter stands disposed off. For details please refer to item
A. II. (c). 4, above.
• Criminal Complaint case no. 270/2002 has been filed by Mr. Mantu before the Judicial
Magistrate (1st Court) at Malda alleging that cheque no. 457936 dated 13/10/2001 for an
amount of Rs. 4,19,327 issued by JMC, has returned unpaid. It has been alleged by Mr.
Mantu that JMC, pursuant to alleged receipt of purported notice in terms of section 138 of
Negotiable Instruments Act, 1881, did not make good the said amount and hence Mr. Mantu
has filed the compliant. Mr. Hemant Modi filed application for exemption from personal
attendance by way of an application under Section 205 of CrPC. The same came to be
rejected by an order dated 28.2.2006 (hereinafter the impugned order). Mr. Modi filed CRR
No. 798 of 2006 against the impugned order before the Hon'ble High Court of Calcutta. The
Hon'ble High Court was pleased to grant the said CRR No. 798/2006 vide its order dated
24.04.2006, thereby setting aside the impugned order with a condition that Mr. Modi must
appear in the Court whenever specifically called upon to do so. Thereafter Mr. Mantu has
preferred an application seeking modification and / or variation of the order dated
24.04.2006, passed in CRR No. 798 / 06. The said application is pending.
• A criminal complaint No. 420 of 2006 had been filed by Mr. S.L.Naik before the Addl.
Chief Metropolitan Magistrate, Mumbai alleging offences under clause 42 for contravention
of clause 13(1) (c) of the Private Security Guards (Regulation of Employment & Welfare)
Scheme – 2002 read with Section 3 (3) of Maharashtra Private Security Guards (Regulation
of Employment & Welfare) Act, 1981. JMC, Hemant Modi and Suhas Joshi pleaded guilty
and hence the Court vide Order dated 4.4.2009 imposed a fine of Rs.1,500/-, which was
paid by JMC , Mr Hemant Modi and Mr. Suhas Joshi, and accordingly the matter stands
disposed off. For details, refer to item A.II.(d). 3 above..
• Summary Case No. 900/98 had been filed by Asst. Registrar of Companies, Ahmedabad for
violation of Section 383(1A) of the Companies Act, 1956 as despite the paid up capital of
JMC was higher than Rs. 50 Lacs, it did not have a whole time Company Secretary. For
details please refer to item A. II. (d). 1, above.
3. Mr. Suhas Joshi:
• Mr. Suhas Joshi has received Notice dated 28.9.2004 from the Regional Director, Employee
State Insurance Corporation, Ahmedabad. For details please refer to Item A.I.19, above.
• Mr. Suhas Joshi has received a notice dated 9.9.2008 from the Inspector, Building and Other
Construction Workers (Regulation of Employment and Conditions of Service) Act, 1996
(‘Act’) and Assistant Administrator, Industrial Health and Safety. In the said notice it was
310
stated that upon investigation in respect of the accidental death of Mr. Rahman Khan on
6.7.2008 at D.B. Mall Private Limited site, it was found that there was violation of section
40 of the Building and Other Construction Workers (Regulation of Employment and
Conditions of Service) Act, 1996 read with rule 56 of the Madhya Pradesh Building and
Other Construction Workers (Regulation of Employment and Conditions of Service) Rules,
2002 (‘Rules’) as the crane which was used was not inspected by the competent person. It
was further alleged that there was a violation of section 39 of the Act and rule 210 of the
Rules as the information in respect of the accident was not intimated to the authority and the
relatives of Mr. Rahman Khan within four hours. The said notice further asked Mr. Joshi to
show cause as to why no legal proceedings should be initiated against him. The said notice
was replied by JMC vide its reply dated 4.10.2008. In the said reply JMC has inter alia
denied the allegations made in the notice dated 9.9.2008 and stated that there was no
violation of any of the provisions of the Act as well as the Rules. Thereafter Mr. Joshi was
received another show cause notice dated 22.10.2008 under the Rules in respect of the same
incident from the office of Labour Commissioner. In the said notice it was reiterated that
there was violation of the provisions of the Act and the Rules and directed Mr. Joshi to show
cause within seven days as to why permission should not be granted to initiate proceedings
before the competent court against him. JMC replied to the said notice vide its letter dated
6.11.2008 and denied violation of any provisions of the Act and the Rules.
• A criminal complaint No. 420 of 2006 had been filed by Mr. S.L.Naik before the Addl.
Chief Metropolitan Magistrate, Mumbai alleging offences under clause 42 for contravention
of clause 13(1) (c) of the Private Security Guards (Regulation of Employment & Welfare)
Scheme – 2002 read with Section 3 (3) of Maharashtra Private Security Guards (Regulation
of Employment & Welfare) Act, 1981. JMC, Hemant Modi and Suhas Joshi pleaded guilty
and hence the Court vide Order dated 4.4.2009 imposed a fine of Rs.1,500/-, which was
paid by JMC , Mr Hemant Modi and Mr. Suhas Joshi, and accordingly the matter stands
disposed off. For details, refer to item A.II.(d). 3 above.
4. Mr. Kamal Jain

• Show cause notice dated 4.10.2004 has been issued to Mr. Kamal Jain by the Office of the
Commissioner of Central Excise, Ahmedabad III. The amount involved is Rs. 43 lacs and
odd. For details please refer to item B.3.A.2.(a).1, above.
5. Mr. M. G. Punatar : Nil
6. Mr. Ramesh Sheth : Nil
7. Mr. Manish Mohnot : Nil
D. PROCEEDINGS INVOLVING JMC MINING AND QUARRIES LIMITED (Wholly

Owned Subsidiary of JMC) (JMC Mining)
1. a. Notices received by JMC Mining
Sr. Noticer’s Date of Claim Amount Charges / Brief details of the Case
No. Name Notice (Rs. in lacs) Allegations
(Rounded off)
311
1. a) Ramabhai 6/10/2004 1.20 • Quarries and
Raijibhai and costs presently Mining - The Noticers’ have claimed
Macchi claimed in the damage crops that they own agricultural
notice and are lands adjoining JMC Mining’s
b) hazardous to mines and quarries and have
Shanabhai health. alleged that the mining and
Raijibhai • Violating order quarrying operations have
Macchi of injunction inter alia caused severe
• Non payment damage to standing crops in
of alleged the fields adjacent to the
outstanding of mines and is also hazardous to
Rs. 1,20,000/- the health of their family and
other villagers. They have
alleged that JMC Mining is
violating the interim
temporary injunction passed
in T. Civil Suit No. 43 of 2004
by Court of Civil Judge (JD)
at Dakore, Thasra. Noticers
have demanded payment of
alleged due of Rs. 1,20,000/-
from JMC Mining. JMC
Mining, in its reply, dated
26.10.2004 asserted its right to
win black trap under a lease,
that it regularly pays royalty,
rent, dead rent, for the mining
operations and that mining
does not cause health hazards
or damage farming. It has also
denied to have violated
injunction passed in T. Suit
No. 43 of 2004.
312
b. Issued by JMC Mining.
Sr. Noticer’s Date of Claim Amount Charges / Brief details of the Case
No. Name Notice (Rs. in lacs) Allegations
(Rounded off)
1. M/s. Arihant 20.9.08 0.45 with interest Recovery of Arihant has purchased from
Corporation and penalty outstanding JMC Mining certain
(Arihant) amount. construction material for
which JMC Mining was
keeping open mutual current
account. However, Arihant
subsequently failed to pay an
amount of Rs.39,869/- to JMC
Mining.
JMC Mining vide said notice

called upon Arihant to pay the
said outstanding amount
alongwith cost of the notice
amounting to Rs.5,500/-.
2 OUTSTANDING LITIGATIONS filed against JMC Mining
(a) Civil Cases
Sr. Reference No Parties Court / Place of Amount Brief details of the case
No Institution Involved (Rs.in)
(lacs) (Rounded
Off)
1. T. Civil Suit Heirs of Civil Judge The claim The Plaintiffs have filed the
No. 43 of Deceased (Junior Division) involved can be subject suit, seeking a
2004 Bijalbhai at Dakore, Thasra said to be to the Declaration and Permanent
Gobarbha extent of the Injunction against JMC Mining
i Macchi valuation of prohibiting JMC Mining or its
(Plaint- property agents / workers from entering
iffs) the property described in the
V/s JMC suit, i.e. 11 Acers land at Hissa
Mining No. 99 of Agricultural Land
and anr. No. 6 at Thasara.
JMC Mining, in its Written

Statement dated 26.10.04 has
produced necessary lease
orders from the Government as
also the copies of Village Form
7/12 in which the right of JMC
Mining over its land is duly
reflected. It has inter alia,
challenged the locus standi of
the Plaintiffs and has contended
that the land of the Plaintiffs
are not near the land of JMC
313
Mining.
The Civil Judge by its order

dated 5.10.2004 granted a
temporary injunction
restraining JMC Mining from
entering the suit property.
Subsequently, vide order dated
17.10.2006 the Hon’ble Court
rejected the Notice of Motion
Application. Thereafter, the
Hon’ble Court has framed the
issues. The parties mutually
agreed to compromise and
hence the Learned Civil Judge
had passed an order dated
17/03/2009 to that effect. Thus,
the case is disposed off.
(b) Other Cases.

JMC Mining is one of the Defendants / Opponents in 2 (two) Motor Accident Claim Petitions
pending before two Motor Accident Claims Tribunals. In both the matters, the Vehicle
involved, which is of the ownership of JMC Mining, is insured with Insurance Company. The
total claim in both the Petitions is Rs.9,00,000/-. The Insurance Company has certified that
the subject vehicles are covered by the Insurance Policies and the said Insurance Company
would pay the amount as per the verdict of the Tribunals as per applicable rules.
3. OUTSTANDING LITIGATIONS filed by JMC Mining
Sr. Reference No Parties Court / Place of Amount Brief details of the case
No Institution Involved (Rs. in
(lacs)
1. T. Civil Suit JMC Civil Judge The claim Suit filed by JMC Mining for
No. 22/2004 Mining (Junior Division) involved can be an order inter alia, restraining
v/s Rama- at Dakore, Thasra. said to be to the Defendants, their agents,
bhai R extent of the assignees, etc. from entering
Macchi, valuation of unauthorizedly the premises /
& ors. property lands of JMC Mining and
(Defen- restraining them from making
dants) illegal monetary demands. It
was contended by JMC Mining
that the said Defendants were
inter alia creating nuisance and
obstructing the way to the
quarry and also giving threats
and harassing the employees of
JMC Mining. The suit is
preferred to seek declaratory
reliefs
JMC Mining also filed an
application under Order 39
Rule 1 & 2 read with Section
314
151 of the Civil Procedure
Code, 1908, seeking ad-interim
reliefs in line with the prayers
to the suit.
The Hon’ble Court, vide its
order dated 11.6.2004 granted
ex-parte ad-interim relief which
was subsequently vacated vide
Order dated 08.10.04.
Against the said order JMC
Mining filed an Miscellaneous
Civil Appeal No.148 of 2004
before the Hon’ble Fast Track
Court, Nadiad. The Hon’ble
Fast Track Court at Nadiad
allowed the said Appeal from
Order and set aside the order of
Hon’ble Civil Judge, Junior
Division at Dhakore, Thasra
rejecting the interim relief
granted in favour of the
Plaintiff and thereby granted
interim relief to JMC Mining.
The Hon’ble Court thereafter
on 30.6.2008 framed the issue
at Exhibit 65.
The Defendant No. 2, 4 and 6
have filed an application, inter
alia, requesting their deletion as
party Respondents which was
accepted and the defendants
No. 2, 4 and 6 have been
deleted by the Civil Judge vide
Next hearing date is on
29/08/2009.
2. Criminal Case JMC Court of 1 A cheque, issued by M/s.

No. 1349 of Mining Metropolitan Shivam Engineers, for Rs.1 lac
2003 v/s Magistrate, bearing no. 270705 dated
M/s Ahmedabad 16.5.03 was returned unpaid by
Shivam Bank of India, Khanpur,
Engine- Ahmedabad on the ground of
ers and ‘insufficient funds’. JMC
ors. Mining served a notice u/s 138
of the Negotiable Instruments
Act, 1881, to which no reply
was received. Hence, Criminal
Case was filed before the
Metropolitan Magistrate,
Ahmedabad. Summons have
been served on the parties by
315
way of Registered Post A. D.
on 21.09.04. However the
accused have not remained
present and warrants have been
issued. The matter is pending.
3. T. Criminal JMC Court of Judicial 1.35 A cheque for Rs.1,34,827/-

Case No. 1010 Mining Magistrate, First bearing no. 735179 dated
of 2005 v/s Class, Dakore, 14.09.05, issued by the accused
Jatin bhai [Camp. Thasra] and signed by the accused as
Dave, proprietor of Akshar Amrut
Prop. Enterprise had been issued to
Akshar JMC Mining for valid
Amrut consideration. On presentation
Enterpr- of the cheque with ICICI Bank
ise. Limited, the said cheque was
returned unpaid on the ground
of ‘Funds insufficient’. JMC
Mining served a notice u/s 138
of the Negotiable Instruments
Act, 1881, to which no reply
was received. Hence, the
subject Criminal Case was
filed, praying that the accused
be held guilty in terms of the
provisions of the Negotiable
Instruments Act and that the
accused may be made laible to
pay an aggregate amount
equivalent to twice the amount
of the cheque.
The Hon’ble Court had issued
bailable warrants but the
accused remain present on
6.9.2006 and therefore the
Court has issued fresh bailable
warrant against the accused.
Thereafter the parties arrived at
a settlement which was placed
on record before the Hon’ble
Court on 2.2.2008. As per the
terms of the said settlement the
Accused is paying the
outstanding amount to JMC in
instalments.
E. PROCEEDINGS INVOLVING DIRECTORS OF JMC MINING:
1. Mr. Hemant Modi
Employee State Insurance Corporation, Ahmedabad. For details please refer to Item
A. I. 19, above.
316
• Criminal Case No. 2678 of 1999 has been filed by Government Labour
Commissioner against Mr. Hemant Modi for alleged violation of the provision of
Child Labour (Prohibition and Regulation) Act, 1986. JMC and Hemant Modi
pleaded guilty and hence the Court vide Order dated 14.4.2009 imposed a fine of
Rs.20,600/-, which was paid by JMC and Mr. Hemant Modi and accordingly the
matter stands disposed off. For details please refer to item A. II. (c). 4, above.
• Criminal Complaint case no. 270/2002 has been filed by one Mr. Mantu before the
Judicial Magistrate (1st Court) at Malda alleging that cheque no. 457936 dated
13/10/2001, for an amount of Rs. 4,19,327 issued by JMC has returned unpaid. It has
been alleged by Mr. Mantu that JMC, pursuant to alleged receipt of purported notice
issued in terms of section 138 of Negotiable Instruments Act, 1881, did not make
good the said amount and hence Mr. Mantu has filed the compliant. Mr. Hemant
Modi filed application for exemption from personal attendance by way of an
application under Section 205 of CrPC. The same came to be rejected by an order
dated 28.2.2006 (hereinafter the impugned order). Mr. Modi filed CRR No. 798/2006
against the impugned order before the Hon'ble High Court at Calcutta. The Hon'ble
High Court was pleased to grant the said CRR No.798/06 vide its order dated
24.04.2006, thereby setting aside the impugned order with a condition that Mr. Modi
must appear in the Court whenever specifically called upon to do so. Thereafter Mr.
Mantu has preferred an application seeking modification and / or variation of the
order dated 24.04.2006, passed in CRR No. 798 / 06. The said application is pending.
• A criminal complaint No. 420 of 2006 had been filed by Mr. S.L.Naik before the
Addl. Chief Metropolitan Magistrate, Mumbai alleging offences under clause 42 for
contravention of clause 13(1) (c) of the Private Security Guards (Regulation of
Employment & Welfare) Scheme – 2002 read with Section 3 (3) of Maharashtra
Private Security Guards (Regulation of Employment & Welfare) Act, 1981 JMC,
Hemant Modi and Suhas Joshi pleaded guilty and hence the Court vide Order dated
4.4.2009 imposed a fine of Rs.1,500/-, which was paid by JMC , Mr Hemant Modi
and Mr. Suhas Joshi, and accordingly the matter stands disposed off. For details, refer
to item A.II.(d). 3 above..
• Summary Case No. 900/98 had been filed by Asst. Registrar of Companies,
Ahmedabad for violation of Section 383(1A) of the Companies Act, 1956 as despite
the paid up capital of JMC was higher than Rs. 50 Lacs, it did not have a whole time
Company Secretary. For details please refer to item A. II. (d). 1, above.
2. Mr. Suhas Joshi
• Mr. Suhas Joshi has received Notice dated 28.9.2004 from the Regional Director,
Employee State Insurance Corporation, Ahmedabad. For details please refer to Item
A.I.19, above.
• Mr. Suhas Joshi HAS received a notice dated 9.9.2008 from the Inspector, Building
and Other Construction Workers (Regulation of Employment and Conditions of
Service) Act, 1996 (‘Act’) and Assistant Administrator, Industrial Health and Safety.
In the said notice it was stated that upon investigation in respect of the accidental death
of Mr. Rahman Khan on 6.7.2008 at D.B. Mall Private Limited site, it was found that
317
there was violation of section 40 of the Building and Other Construction Workers
(Regulation of Employment and Conditions of Service) Act, 1996 read with rule 56 of
the Madhya Pradesh Building and Other Construction Workers (Regulation of
Employment and Conditions of Service) Rules, 2002 (‘Rules’) as the crane which was
used was not inspected by the competent person. It was further alleged that there was a
violation of section 39 of the Act and rule 210 of the Rules as the information in
respect of the accident was not intimated to the authority and the relatives of Mr.
Rahman Khan within four hours. The said notice further asked Mr. Joshi to show
cause as to why no legal proceedings should be initiated against him. The said notice
was replied by JMC vide its reply dated 4.10.2008. In the said reply JMC has inter alia
denied the allegations made in the notice dated 9.9.2008 and stated that there was no
violation of any of the provisions of the Act as well as the Rules. Thereafter Mr. Joshi
was received another show cause notice dated 22.10.2008 under the Rules in respect of
the same incident from the office of Labour Commissioner. In the said notice it was
reiterated that there was violation of the provisions of the Act and the Rules and
directed Mr. Joshi to show cause within seven days as to why permission should not
be granted to initiate proceedings before the competent court against him. JMC
replied to the said notice vide its letter dated 6.11.2008 and denied violation of any
provisions of the Act and the Rules.
• A criminal complaint No. 420 of 2006 had been filed by Mr. S.L.Naik before the
Addl. Chief Metropolitan Magistrate, Mumbai alleging offences under clause 42 for
contravention of clause 13(1) (c) of the Private Security Guards (Regulation of
Employment & Welfare) Scheme – 2002 read with Section 3 (3) of Maharashtra
Private Security Guards (Regulation of Employment & Welfare) Act, 1981. JMC,
Hemant Modi and Suhas Joshi pleaded guilty and hence the Court vide Order dated
4.4.2009 imposed a fine of Rs.1,500/-, which was paid by JMC , Mr Hemant Modi
and Mr. Suhas Joshi, and accordingly the matter stands disposed off..
3. Mrs. Sonal Modi: Nil
4. Mr. Kamal Jain
• Show cause notice dated 4.10.2004 has been issued to Mr. Kamal Jain by the Office of
the Commissioner of Central Excise, Ahmedabad III. The amount involved is Rs. 43
lacs and odd. For details please refer to item B.3.A.2.(a).1, above.
F. PROCEEDINGS INVOLVING JMC ASSOCIATED JV (PARTNERSHIP FIRM) (JAJ)
1. OUTSTANDING LITIGATION FILED AGAINST JAJ
Sr. Case No Parties Court / Place Amount Brief details of the case
No of Institution claimed (Rs. in
(lacs) (Rounded
off)
1 Suit No. 4/ Rajkumar In the Court of The claim Owing to certain disputes that
90 and another Civil Judge, involved can be arose between the purported
V/s. Delhi Delhi. said to be to the owners of land, measuring Two
Administra- extent of the Bighas and forming a part of Kh.
tion and valuation of No. 205/2, namely Shri Rajkumar
318
others. property and one Jaswant Singh had with
Delhi Administration and others, a
suit, being Suit no. 4 of 1990 came
to be filed before the Civil judge,
Delhi. The suit, as filed, did not
have JAJ as a party defendant.
However, an application dated
6.1.2003 under Order 1 Rule 10 of
the Code of Civil Procedure, 1908
(‘the Code’) read with Section 151
of the Code, came to be filed
wherein it is alleged that JAJi is
constructing on the disputed land,
under a contract awarded to it by
Delhi State Industrial
Development Corporation,
Technical Center Building,
Warzipur, Delhi (DSIDC). Vide
the said application, it has been
prayed inter alia, that JAJ be
added as party defendants to the
suit and that JAJ be restrained
from the alleged construction on
the disputed land. The application
is pending
2 Civil Suit Delhi State Delhi High 21.67 with DSIDC had awarded the contract
No.(OS) Industrial & Court interest @ 18% to JAJ for the work of design and
477 of Infrastructure p.a. construction of combined effluent
2008 Development treatment plant including pumping
Corporation station and effluent works at
(DSIDC) Najafgarh. According to JAJ right
v/s. from the beginning JAJ started
JMC facing problems with regard to
Associate JV handing over of the site for
effective execution of the contract.
JAJ vide its letter dated 16.06.2005

brought to the notice of the DSIDC
that unless and until the prevailing
issues were addressed, it would not
be possible for JAJ to execute and
complete the project.
Thereafter, DSIDC rescinded the

said contract vide their Notice
dated 17.04.2007 called upon JAJ
for a joint measurement on
24.04.2007 which was later re-
fixed on 28-05-2007.
It is the case of JAJ that when the

representative of JAJ reached the
office of the DSIDC on 28.05.2007
319
for joint measurement of the work.
On that day nothing happened.
Accordingly, the representative of
JAJ once again on 29.05.2007
went for a joint measurement and
it was informed that the DSIDC
have already taken and verified the
measurements and it was not
required to go to the site again.
Thus, DSIDC not only failed and
neglected but refused to carry out
the joint measurement.
And afterwards DSIDC had

preferred the civil suit against JAJ
for the recovery of mobilization
advance after giving the credit
against the work done and
claiming the amount of
Rs.2167389/- with interest @ 18%
p.a.
G. AGGRAWAL – JMC JV (ASSOCIATION OF PERSON) (AJJV)

1. ARBITRATION MATTERS
(Rounded off)
1. National Highway • Name of the NHAI had issued Letter of 102.81
Authority of India Arbitrators: Shri Intent dated 30.9.2005 for the (Awarded)
(NHAI) H.S.Bhatia (Presiding work relating to “Four Laning
Arbitrator), Lt. and Strengthening of Existing
General Prakash Suri 2 Lane National Highways
and Shri Prem Nath No.45B from Trichy Bypass
End to Tovarankurchi (km
• Date of filing claim 00.000 to km 60.950) in Tamil
statement – 16.7.2008 Nadu (Contract Package VII
• Date of reply to the A)”.
claim filed by NHAI – A dispute arose between the
9.9.2008 party with regard to the
• Date of filing rejoinder “Payment for the additional
by AJJV to reply dated work of Stumps and Root
9.9.2008 filed by Removal and back filing of
NHAI – 23.9.2008 Pits”, which was referred, in
the first instance to the
Employer / Engineer, then to
the Dispute Review Board
(DRB) under Sub-Clause 67.1
of the Conditions of Particular
Application (‘COPA”) and
then to arbitration under the
terms of arbitration agreement
contained in Sub-Clause 67.1
320
and 67.3 of COPA.
AJJV has filed claim
statements on 16.7.2008 for
stumps and root removal and
back filling of pits amounting
to Rs.1,57,07,075/- along with
interest at the rate 18% thereof
and cost of arbitration.
On 9.9.2008 NHAI filed a
statement of defense and
counter claim amounting to
Rs.36,19,393/- to the claim
statement filed by AJJV.
Thereafter AJJV filed
rejoinder on 23.9.2008 to a
counter claim filed by NHAI.
The Arbitral Tribunal decided
the matter in favour of AJJV
and made an award dated
04.07.2009, for payment of
Rs. 1,02,81,539 by NHAI.
2. National Highway • Name of the Arbitrator NHAI had issued Letter of 683.68
Authority of India for the claim : Shri A. Intent dated 30.9.2005 for the (Claimed)
(NHAI) K. Dutta (Presiding work relating to “Four Laning with interest and
Arbitrator); Shri S. P. and Strengthening of Existing penalty
Mehta; and Shri 2 Lane National Highways
Ashwin Ankhad No.45B from Trichy Bypass
End to Tovarankurchi (km
• Date of filing claim - 00.000 to km 60.950) in Tamil
31.7.2008 Nadu (Contract Package VII
• Date of filing reply by A)”.
NHAI against claim – A dispute arose between the
10.10.2008 parties with regard to the
• Date of filing rejoinder “Interim compensation for loss
by AJJV to the reply of productivity due to non
dated 10.10.2008 filed availability of site”, which was
by NHAI – 17.11.2008 referred in the first instance to
the Engineer, then to the
Dispute Review Board (DRB)
under Sub-Clause 67.1 of the
Conditions of Particular
and 67.3 of COPA.
AJJV has filed a claim
statement on 31.7.2008 for the
interim compensation for loss
of productivity due to non
availability of site amounting
interest thereon at the rate of
18% and cost of arbitration.
On 10.10.2008 NHAI filed a
321
statement of defense to the
claim statement filed by AJJV.
statement of defense filed by
NHAI.
The hearing for the claim by
the Arbitral Tribunal is
pending.
Authority of India Arbitrators: Shri Intent dated 30.9.2005 for the (Awarded)
(NHAI) H.S.Bhatia (Presiding work relating to “Four Laning
Arbitrator), Lt. and Strengthening of Existing
General Prakash Suri 2 Lane National Highways
and Shri Prem Nath. No.45B from Tovarankurchi
• Date of filing to Maduri (from Km 60.950 to
claim statement – 124.840) in Tamil Nadu
16.7.2008 (Contract Package VII B)”.
• Date of reply to A dispute arose between the
the claim filed by party with regard to the
NHAI – 9.9.2008 “Payment for the additional
work of Stumps and Root
Date of filing rejoinder Removal and back filing of
by AJJV to reply dated Pits”, which was referred, in
9.9.2008 filed by the first instance to the
NHAI – 23.9.2008 Employer / Engineer, then to
the Dispute Review Board
(DRB) under Sub-Clause 67.1
of the Conditions of Particular
and 67.3 of COPA.
AJJV has filed claim
statements on 16.7.2008 for
stumps and root removal and
back filling of pits amounting
interest at the rate 18% thereof
and cost of arbitration.
Thereafter on 9.9.2008 NHAI
filed a statement of defence
and counter claim amounting
to Rs.81,01,970/- to the claim
statement filed by AJJV.
counter claim filed by NHAI.
The Arbitral Tribunal decided
the matter in favour of AJJV
and made an award dated
04.07.2009, for payment of
Rs. 1,67,71,240 by NHAI.
322
Authority of India Arbitrators: Shri A. K. Intent dated 30.9.2005 for the (Claimed)
(NHAI) Dutta (Presiding work relating to “Four Laning with interest and
Arbitrator); Shri S. P. and Strengthening of Existing penalty
Mehta; and Shri 2 Lane National Highways
Ashwin Ankhad. No.45B from Tovarankurchi
• Date of filing to Maduri (from Km 60.950 to
claim - 31.7.2008 124.840) in Tamil Nadu
• Date of filing (Contract Package VII B)”.
reply by NHAI against A dispute arose between the
claim – 10.10.2008 parties with regard to the
• Date of filing “Interim compensation for loss
rejoinder by AJJV to of productivity due to non
the reply dated availability of site”, which was
10.10.2008 filed by referred in the first instance to
NHAI – 17.11.2008 the Engineer, then to the
Dispute Review Board (DRB)
under Sub-Clause 67.1 of the
Conditions of Particular
and 67.3 of COPA.
AJJV has filed a claim
statement on 31.7.2008 for the
interim compensation for loss
of productivity due to non
availability of site amounting
interest thereon at the rate of
18% and cost of arbitration.
Thereafter on 10.10.2008
NHAI filed a statement of
defense to the claim statement
filed by AJJV.
statement of defense filed by
NHAI.
The hearing for the claim by
the Arbitral Tribunal is
pending.
H. JMC – TANTIA JV : NIL
I. JMC – TAHER ALI JV : NIL
J. JMC –SADBHAV JV : NIL
K. GIL-JMC JV : NIL
L. JMC – MSKE JV : NIL
M. JMC – PPPL Joint Venture : NIL
323
N. NAMES OF SMALL SCALE UNDERTAKINGS OR OTHER CREDITORS TO
WHOM JMC OWES A SUM EXCEEDING RS. 1 LAKH WHICH IS OUTSTANDING
MORE THAN 30 DAYS (AS ON 30/06/2009)
NAME OF THE PARTY

Aloukik Agencies
A. Augustin
Adil Ali
Aditi Construction
Action Construction Equipment Ltd.
Arvachin Construction Services
Amcon Construction
Arbind Choudhary
Agrawal Cement Fabricating Industries
Alif Constructions
Ajay Chauhan
Amit Cement Products
Al Craft
Aspha Enterprise
Allied Electricals
Arjun Enterprises (Porbandar)
Alu-Finns (India) Fabricator
Alu-Finns (India) Fabricators Pvt Ltd
Amrita Filling Station
Aqua Guard
Alu Glaze
All India Water Proofing Co.
Ashtech Infotech Pvt. Ltd.
Arvind Industries
Aayush International Marketing Co.
Awadhesh Kumar
Ajay Kumar
A. K. Singh
A. K. Roy
Ashok Kumar Gupta Shuttering Store
A. K. Earth Movers & Heavy Equipments
Asia Motorworks Limited
A. N. Jana
Ap Central Power Distribution Co. Ltd.
Amu Pumps Industries
Arjun Parida
A. R. & Co.
Atikur Raheman
Asraful S. K.
Arjun Sarkar
Avani Transport
Abbot Traders
Alwel Waterproofing Co.
324
Bharat Agro Corp.
Bps Building Protection System Pvt. Ltd.
Bharat Builders & Contractors
Bablu Chakraborty
B. C. Contractor & Crane P.Ltd
Bhimsen Dalai
Balaji Driling
Bhairav Electric & Hardware Stores
Bharat Engineering Works (U.P.)
Brahma Fabricators
Baban Giri
B. Hanumantha Rao
Bharat Heavy Ele. Ltd. (Cenvat Credit)
Bhangra
Bangalore Industrial Aids
Bbr India Pvt. Ltd.
Bmm Ispat Ltd.
B. K. Mishra
Bipin Kumar Parida
Basanat Kumar Plu. & San. Works
Bhavani Marbles
Bibhas Mandal
Buddhadeb Pal
Bharat Shell Limited
B. Star & Co.
Bhagwati Steel Cast Ltd
Bharat Services
Badal S.
Bawa Steel Traders
Bawa Steel Corporation
Bansidhar Transport
Bharat Trading Co. (Hisar)
Baneshwari Transport Service (M)
Brijesh Thaker
Bhagwati Trading Company
Bhopal Tools
B.K.Paikaray & T.Pradhan
Bhagyodaya Trading Corporation
Balaji Trading Corporation
Bses Yamuna Power Ltd.
Charan Biswal
Ceeje Builders
Concrete Crystallization Technologies
Cheema & Company
Concare Civil Services
Calcutta Engineering Enterprises
Chirag Earth Movers
Cawnpore Engineering Services
325
Capital Engineers
Chelladurai
Chowgule Industries Limited
Colour India Inc
Chartered Logistics Limited
Chakrabarthy M
Chandra Naik
Chanderjeet Rai (Engineering Contractor)
Chuniyabhai Rupabhai Bhabhor
Cico Technologies Ltd.
Castle Technocrafts
Calcutta Welding & Lifting Company
Dhaval Ads
Debaraj Barik
D.R. Construction
Dutta D.S.
Doshi Enterprises
Devashish Interiors Pvt.Ltd.
Devashish Industrial Corporation
Dhanalaxmi Iron Industries Ltd
Dineshwar Mahto
Devbrat Mishra
Dolphin Metal
D.P. Wires Pvt. Ltd.
Dynamic Prestress Proj. & Services P.Ltd
D. Prakash Rao
Divya Ply Agency Private Ltd.
D. Ramakrishna Reddy
Dharmendhra Singh
Diwan Stone Crushing Co.
Eta Engineering Private Ltd.
Evergreen Farms & Nurseries
Ece Industries Limited
Es International
Epa Infrastructure
Eastern Iron & Hardware
East India Engineers
E. K. R. Earth Movers
E. Kamaraj
Enhance Marketing Strategies
Eureka Mastic & Allied Products P. Ltd.
Edukondalu O.
E.T. Suppliers
Easy Tech
Friends Associates
Fosroc Chemicals (I) Pvt. Ltd.
Gupta Building Material
Ganesh Brick Industry
326
Garud Cement Works
Gupteswar Construction
Gl Construction (P) Ltd
Gokul Creators
Gada Dhar
Gayatri Engg.Works
Glaze Engineering (Gujrat)
Gtb Enterprises
Gokul Earth Movers
Global Fire Protection Co.
Gujarat Fibre Reinforcement Concrete Eng
Garud Hume Pipes & Concrete Works
Grasim Industries Limited (Rmc)
Gmmco Limited
Girimalla.M.B
Ganpati Minerals
Gopinath Nayak
G. N. Construction
Gayathri Stone Crusher
Gaurav Sales Corporation
G. Satish Kumer
Gena Singh Construction
Grim Tech Projects (I) Pvt.Ltd
Glaze Tecno India
Green Valley Marketing Pvt. Ltd.
H. Abdeali H. Hasan Bhai
Hifajat Ali
H. D. Wires Pvt Ltd
Hejjaji Engineers & Fabricators
Hem Electricals
Happy Hardware Pvt Ltd.
Hilti India Pvt.Ltd.
Hcl Infosystems Limited
Hi-Tech Pipes Ltd.
Hetal Mechanical Works
H. M. Contractor
Hkt Mining Pvt. Ltd
H. N. Nagaraj
Hari Om Traders (Dhansura)
H. P. Construction Contractor
H. R. Construction
Habibuddin Sk.
H. S. Sudhindra
Hi-Tech Suppliers
Indrajeet Associates
Ijm Concrete Products Pvt. Ltd.
Intech Enterprise
Interlink Enterprise
327
International Glass House
Ideal Movers Private Limited
Industrial Oil Corporation
Industrial Plants & Waste Treatement Cor
Illapu Prasad
Jay Bhawani Trading Company
Jagajyothi Crushers
Jay Hind Buildcon Pvt. Ltd.
Jolly Jose
Jagdish Kumar Chaudhary
J. K. Hume Pipes
Jeevan Lifters
Jmc Mining & Quarries Ltd.
Jai Malhar Transport
J. P. Contractors
J.R. Transport
J.R. Sand Suppliers
J. S. Constructions
Joby Thomas
Jayaram U.
Kane Associates
Kanade Anand Udyog Pvt. Ltd.
Kohinoor Bhatta Company
K.B. Enterprises
Kailash Baban Chavan ( S/O Baban Jagdev)
K. Construction Pvt. Ltd.
Krishna Chandra Sahu
Kundan Cab (P) Ltd
Kataline Construction Tech. Pvt. Ltd.
Kumaran Enterprises
Kanta Enterprises
Kanwar Enterprises (P) Ltd.
Kuber Enterprises
Kathel Forwarding Agency
K. H. Constructions
Kalzem International
Kemrock Industries And Exports Limited
K. Kareanthamalai
K.M. Steel Suppliers
K. Murugan (Bangalore)
Kamkshi Marketing
Kalpataru Properties Pvt. Ltd.
K.Pradhan
Kedia Pipes
K. R. S. Constructions
Kishore Routh
Kishor Sand Supply Co.
K. Sons Engineering
328
Kushal & Shravani Enterprises
G.Tech Splicing
K.S.Traders
Kishor Transport Co.
Kailash Transport Compnay ( Porbandar )
Kohinoor Traders
Lokesh B.
Lotus Bricks & Sand Suppliers
Lloyd Insulations (I) Ltd
L. K. Chavan
Loknath Rohidas
Linnhoff Technologies India Pvt Ltd
M. Abbulu
Md. Ashraful Shaikh
Md. Afroz Alam
Md. Arshad
Madho
M B (India)
Mathur Biswakarma
Magnum Bharat Engineers
Maruthi Cement & Steels
Mohammed Davir
Maa Durga Construction (Wb)
M/S Durga Trading Company (Up)
Mumbai Engineering Products
Madhav Earth Movers
M. Elumalai
Miel E-Security Pvt Ltd
Mishra Enterise
Mayura Enterprises
Meher Foun. & Civil Engineers Pvt Ltd
Maheshbhai B, Gohil
M. G. Construction
Madan Gopal
M. G. Enterprises
Mining Industries
Mehebub Islam
Mohmed Ismail Badat
Metcons Infratech Private Limited
M.J.Construction
M. Kumar & Co.
Md. Kamrujjaman
M. M. Traders
M.M. Enterprises (Pune)
M. M. Mittal Contractors Pvt. Ltd.
Md. Ali Nowsad Kem Md. Biswas
Mohd Najmuddin
Molikuts
329
M.P. Bricks Manufacturing Co.
Metro Plywood Pvt Ltd
Man Projects Ltd
M R Alam
Md. Rintu
Mega Steels
M. Sreenivasa
Manish Sharma
M.S. Enterprises
Md. Samim Akhtar (Khan)
M. Sathyanarayana (Vizag)
Mithlesh Singh
M.S.K.Material Suppliers
Mohammad Sajid (Wb)
Madhusudan Saw
Mohan Stones
Mod Scaff
Matangi Traders
Mukesh Verma
Mohammad Nowsad Ali
New Asha Infrastructure
New Bharat Transport Co.
Nishikanta Biswas
Nantu Dey
Neycer Electricals Pvt Ltd
Navinbhai I. Patel
Nishad Interiors
Naimulla Khan
N. Khan
New M. R. Roadlines
Nirman
Nilamani Ojha
Narendra Road Lines
New Sapna Transport
Neelkanth Stone Quarry
Nawal Trading Company
Ombir Building Material Suppliers
Ocl India Ltd.
Ohm Industries
O. J. Dixit
Om Shree Enterprise (Mumbai)
Om Sairam Stone Crusher Co.
Pranav Construction Systems Pvt. Ltd.
Pravasi Construction
Poly Engineering Services
Percept Engineers Pvt. Ltd.
Patel Enterprise (Fire Wood)
Power Engineering Associates
330
Pooja Enterprises
Pile Foundation Construction C
Pankaj Gandhi
Pankajkumar G. Gandhi
Paras Industrial Products
Prerana Industries
Pindariya Jeshabhai Karabhai
Parsottam. K.Vekariya
Puzzolana Machinery Fabricators
Prashant Marketing
P. M. Selvam
Pile Mec
Punjab Plywood Industries
Permanent Prestress Pvt. Ltd.
Pasand Plywoods Pvt. Ltd.
Pravin Ratanshi Lodhari
Pandian R.
P. R. Ramu
Paul Rubber Industries (P) Ltd.
Praveen Singh
Pawan Steels
Prafect Solution
Prakash Transport ( Kadi )
Power Tools & Tackles
Pioneer Trading Corporation
Punjab Tyre Centre
P. Venkatesh
P. V. Baldaniya
P.V.V. Satyanarayana
Paras Wires
R. B. Waterproofing (India) Pvt. Ltd.
Rajashree Cement
Raymix Concrete
R. Chandrasekar
Royal Construction
Radhe Construction (Rajkot)
Royal Enterprises
Royal Enterprises (Bhopal, Mp)
Rentokil
Royal Enterprise (Meshana)
Raju Fabricators
Rg Tech Enterprises
R. Jacob
Raj Kripal Lumbers Ltd.
R. K. Systems & Services
Radha Krishna Timber
R. K. Constructions (Hy'bad)
Raj Kishore
331
R. K. Associates (Bihar)
R. K. Builders
Rajendra Mehta
Ravindra Martha
Ram Niwas & Sons
R. N. Nayak
R. N. Pal
Ranjit Pattanayak
Ram Pukar Sahani
Rmc Readymix (India) Pvt. Ltd.
Ravi Raj Construction Co.
Robo Silicon Pvt. Ltd.
Ramneek Singh
Raj Singh
Rajgir Sharma
Riddhi Sales & Services
Rvag Suntech Infrastructure Ltd
Ram Swaroop Thakur
Rakesh U.
Ranjit Verma - Bihar
Shree Amba Corporation
S. Aslam
Samy Auto Centre
Sai Akhila Constructions
Satyanarayan
Sayeed Ahmed
Shree Associates (Pune)
Sree Ambika Saw Mill & Traders
Sunny Agarwal
Sri Balaji Enterprises
Sri Balaji Earth Movers (Chennai)
Scsp Blue Metal
S. B. Sahu
S. B. Construction
Sagar Builders (Engrs & Contractors)
Sree Balaji Enterprises (Chennai)
Saini Concrete Systems Pvt Ltd
Sagar Construction
Satya Contracts (India) Pvt Ltd.
Swapan Chakraborty
Siri Constructions
Sri Chowdeshwari Concrete Products
Sunder Cranes Pvt Ltd
Shaashwat Construction
Surya Cement Pipe Industries
Shivam Construction Company
Sainath Carting
Srinivasa Concrete Products
332
Sunil Corporation
Savitri Consultants & Engineers Works
Shubham & Co.
Surelia Engineering Works
Syndicate Engineering Works
Spartan Engineering Industries Pvt. Ltd.
Sindhu Enterprises
Srikar Enterprises
Sachin Enterprises
Sai Electronics Equipment Company
Saha Engineering Services
S.K.B. Fabrications
Sathyam Granites
Shree Gurukrupa Trading Co.
Sri Ganesha Material Supplier
Sri Ganapathy Agency (Chennai)
Sunil Hi Tech Engineers Limited
Sk. Hakim
Sanfield (India) Ltd.
Scaff India
Sika India Pvt. Ltd.
Satav Infrastructures Pvt. Ltd
Saganna Industries
Shell India Markets Private Limited
Surana Industries
Sai Indra Projects
Samruddhi Industries
Shree Jay Aar & Sons
Sunil Kumar
Suresh Kumar Shantanu Lahoti
Sai Krupa Enterprise (Bangalore)
S. K. Firozuddin
Sunil Kumar Pandey
S. K. Forhazuddin
Sukanta Kumar Bal
Suresh Kumar Dharampal
Sai Kanth Brick Industries
Sri Krishna Agencies (Orissa)
Shri Lakshmi Steel Suppliers
Sri Lakshmi Fabricators
Sri Lakshmi Constructions
Sri Mookambika Structurals
Shweta Minerals
Sri Meenakshi Transports
Stone Mark Engineering Private Limited
Suresh Mandal
Shree Manibhadra Infrastructure
S. M. Jinnah
333
Sudhir N.Doshi And Co.
Shahi B. M.
Satyanarayan Nahak
Swami Nath Prasad
Sai Nath Hardware ( P) Ltd
Shankara Pipes India Ltd.
Sukri Paints & Chemical Pvt. Ltd.
Sangam Paints & Hardware Stores
Sharp Ply (India) Pvt. Ltd.
Suresh Prasad
Sudarshan Prasad
Sarda Plywood Industries Ltd.
Singhal Plywood Product
Spetech Plant Equipments Pvt Ltd
Shree Ramchandra & Co.
S. R. T. Earth Movers
Shankar Roy
S. Rajagopal
Shree Ram Enterprises
Sri Rama Earth Movers
Somnath Roy
Schwing Stetter India Pvt. Ltd.
Shree Shubham Enterprise
Shiv Shakti Trading Co.
S. S. Concepts
Sahjanand Sales Corporation
Shagun Sand Agency
Sivam Shankaram Civil Works
Sa Syncon Infrast Services (I) Pvt Ltd.
S. Saravanan
Sudarshan Senapati
Sahu S.K
Surendra Singh
S.S.A. Enterprises
Shiv Shakti Carrier
Shalimar Stone Crusher
Shiv Stone Crusher
Seepage Stoppers
Shiridi Somsai Constructions
S.K. Suppliers
Santosh Singh (Bhopal)
Shiv Shakti Engineering Company
Skylark Securitas Pvt. Ltd.
Sunder Sales Corporation
Sri Sai Water Proofing Systems
Shalimar Traders
Stalco
Santhosh Transport
334
Siddharth Transport
Sona Tiles
Spectrum Techno-Consultants (P) Ltd.
Singhal Traders (Panipat)
Suraj Trading Company
Saraswati Trading Company
Shivam Transport ( Haryana )
Shree Umiya Cement Pipe Works
Sri Veerabhadra Concrete Block
S. V. Enterprises
Sri Venkateshwara Enterprises (Hume Pipe
Sri Vinayaka Granites & Marbles
Sree Vinayaka Construction
Sree Venkata Sasi Stone Crusher
Sri Venkata Laxmi Stone Crusher
Srg Wirecrafts (Pvt) Ltd
Shree Yamunaji Hardware
Suresh Yadav
Taher Ali Industries & Projects (P) Ltd
The Black Stone
Tamta Construction Pvt. Ltd.
Travel Corporation (India) Pvt. Ltd.
Techno Consultants
Tikmani Enterprise
Tapi Enterprises
Tirumala Enterprises (Visakhapatnam)
Texquip Engineering Corporation
Tripathi G. N.
Tejamul Haque
Thakur Infraprojects Pvt. Ltd.
The Karnataka Water Proofing
Trinath Kanta
T. Muthukili
Tulsyan Nec Ltd.
Tanmoy Roy
Trranstones
Thakkar Sons Roll Forming Pvt. Ltd.
Thyagraj Sports Complex (Cenvat Credit)
Touch Stone Enterprises
Tirupati Tradelinks Pvt. Ltd.
Tapi Transport
Tyagi Traders
T. Venugopal
Universal Engineering Tools
United Insulation
Umesh Kumar Singh
U. K. Chowdhury
Usha Martin Limited
335
Udyogi Plastics (P) Ltd.
Unimet Profiles Pvt. Ltd.
Umesh Singh
Utracon Strucgtural Systems P Ltd
Universal Trading Company
Udharam Tahlani
Umesh Vishwakarma
Vikas Building Materials Supply-B'ore
V.B.F. Earth Movers
Vidya Constructions
Vasudev Construction
Vigneshwara Engineers & Contractors
Vastu Engineers & Contractor Pvt. Ltd.
Vishakha Enterprises (Panipat)
V.K. Enterprises (Hyderabad)
Venu Gopal
V. H. Patel & Co.
Vikrant Ispat Udyog
Vk Hvac Systems
Vijay Kumar Patil
Vinayaka Material Suppliers
Vishesh Metal Industries
V M Matere Infrastructure (I) Pvt Ltd
V. Narasimha Reddy
Vijaya Raghava Reddy
Vijay Roadlines
Venkata Sai Granite & Marbles
V-Tech Engineers
V. T. Raj & Co.
Vikas Trading Company (Nagpur)
Vinod R. Yadav
Yashpal Infrastructural Enterprises
Yashwantsingh M. Vasandiya
Yogeshwar Sales Corporation
Zeal Construction
Zircon Exports (P) Ltd.
336
GOVERNMENT APPROVALS
The Company has received all the necessary consents, licenses, permissions and approvals (except
which are applied for renewal) from the Government/RBI and various Government agencies required
for our present business activities.
The Company has obtained the following approvals and registrations from various authorities.
1. Value Added Tax (VAT) Registration No. 24073602135; dated July 1, 2002 and Central Sales
Tax (TIN), Registration No. 24573602135; dated April 2, 1988 issued by the Govt. of Gujarat,
Department of Sales Tax.
2. Value Added Tax (VAT) Registration No. 33873361245; dated January 1, 2007 and Central Sales
Tax, Registration No. 673559; dated December 7, 1994 issued by the Govt. of Tamil Nadu,
3. Value Added Tax (VAT) Registration No. 29710327239; dated April 1, 2005 and Central Sales
Tax, Registration No. 00955206; dated October 8, 1996 issued by the Govt. of Karnataka,
4. Value Added Tax (VAT) Registration No. 28690147482; dated April 1, 2005 and Central Sales
Tax, Registration No. VSP / 08 / 2 / 1937; dated February 16, 1996 issued by the Govt. of Andhra
Pradesh, Department of Sales Tax.
5. State Sales Tax Registration No. 411038 / S / 731; dated April 1, 1999 and Central Sales Tax,
Registration No. 411038 / C / 621; dated Arpil 1, 1999 issued by the Govt. of Maharashtra,
6. State Sales Tax Registration No. 08903903774; dated April 1, 1999 and Central Sales Tax,
Registration No. 08903903774; dated August 3, 1999 issued by the Govt. of Rajasthan,
7. Value Added Tax (VAT) Registration No. 21521600164; dated March 17, 2006 and Central Sales
Tax, Registration No. KOCI-2774; dated March 7, 2003 issued by the Govt. of Orissa,
8. Central Sales Tax, Registration No. 33215291; dated September 20, 1999 issued by the Govt. of
Kerala, Department of Sales Tax.
9. Value Added Tax (VAT) Registration No06031821356 effective from April 1, 2003 and Central
Sales Tax, Registration No. GRE/CST/1821356 effective from August 18, 2000 issued by the
Govt. of Haryana, Department of Sales Tax.
10. State Sales Tax Registration No. DA/6803; dated September 23, 2002 and Central Sales Tax,
Registration No. DA/CST/6247; dated September 23, 2002 issued by the Govt. of Daman,
11. Value Added Tax (VAT) Registration No. 23384104166; dated July 1, 2003 and issued by the
Govt. of Madhya Pradesh, Department of Sales Tax.
337
12. Value Added Tax (VAT) Registration No. 07392011601; dated April 1, 2005 issued by the Govt.
of Delhi, Department of Sales Tax.
13. State Sales Tax Registration No. KAN-IV-9160; dated June 20, 2003 and Central Sales Tax,
Registration No. KAN-CST-7134; dated June 20, 2003 issued by the Govt. of Himachal Pradesh,
14. Value Added Tax (VAT) Registration No. 19433787041; dated Arpirl 29, 2008 and Central Sales
Tax Registration No. 19433787235; dated April 29, 2008 issued by the Govt. of West Bengal.
15. Permanent Account Number (PAN) issued by the Director of Income Tax (Systems) bearing
number AAACJ3814E.
16. TAN No AHMJ00518A issued by Income Tax Department.
17. Service Tax Registration No. AAACJ3814EST001; dated February 5, 2003 issued by Office of
the Assistant Commissioner, Service Tax, Ahmedabad.
18. Certificate of Incorporation No. 04-8717 dated June 5, 1986 and fresh Certificate of Incorporation
dated February 4, 1994 upon change of name to JMC Projects (India) Limited by the Registrar of
Companies, Gujarat Dadra & Nagar Haveli., on conversion to Public Limited Company.
19. Certificate of Importer Exporter Code (IEC) obtained from Government of India, Ministry of
Commerce IEC No. 0894009508 dated November 8, 1994.
20. Certificate of registration of trade mark dated December 19, 2003, section 23(2), Rule 62(1) trade
mark no. 722765, J. NO. 1288(SII), class 16 as of date October 22, 1996.
21. The Employees’ Provident Funds and Miscellaneous Provisions Act, 1952 certificate no.
GJ/18823/ENF.IV/2953; dated March 27, 1991.
22. Employees’ State Insurance Corporation code no. 3720945-90; dated May 8, 1997.
23. Group Gratuity Scheme Master Policy No. GGI/CA/601126; dated September 7, 1996.
24. Super Annuation Scheme Master Policy No. GS/CA/601493; dated May 27, 2000.
25. Employee Group Insurance Scheme No. GI/601103; dated March 1, 1996.
26. Registration under the Shops and Establishments Act, 1948 with Ahmedabad Municipal
Corporation vide registration no. PII/VEJ/01/000009; dated December 1, 2007.
27. Professional Tax Certificate of Registration No. RCW 0012912; dated December 5, 2007 issued
by Professional Tax Officer, Kolkata.
28. Professional Tax Certificate of Registration No P00202649; dated April 1, 1997 issued by
Professional Tax Officer, Bangalore.
29. Professional Tax Certificate of Registration No. PRC 016280004; dated May 16, 2008 issued by
Ahmedabad Municipal Corporation, Mahanagar Seva Sadan.
338
30. Professional Tax Certificate of Registration No.PT/R/2/2/6/28/10/29; dated January 23, 2002
issued by Professional Tax Officer, Pune.
31. Labour License No. DLC/SURAT LIC/ 57/2008; dated February 8, 2008 issued by Assistant
Labour Commissioner, Surat.
32. Labour License No.A’bad/ALC/2/730/08; dated November 18, 2008 issued by Assistant Labour
Commissioner, Ahemdabad.
33. Labour License No.A’bad/Zone-2/616//07; dated November 8, 2007 issued by Assistant Labour
34. Labour License No DCL/Surat Lic/277/06; dated November 24, 2006 issued by Assistant Labour
Commissioner, Surat.
35. Labour License No ALC/Bha/Ko.Le/710/06; dated May 22, 2006 issued by Assistant Labour
Commissioner, Bhavnagar.
36. Labour License No ALCB (3)/CLA/C-282/05-06; dated March 4, 2006 issued by Assistant
Labour Commissioner & licensing Office, Bangalore.
37. Labour License No ALCB (3)/CLA/C -503/2008-09; dated March 3, 2009 issued by Assistant
38. Labour License No ALCB (3)/CLA/C -35/06-07; dated February 26, 2007 issued by Assistant
39. Labour License No ALCB (3)/CLA/C -164/2007-08; dated September 3, 2007 issued by
Assistant Labour Commissioner & licensing Office, Bangalore.
40. Labour License No ALCB (3)/CLA/C -2/06-07; dated January 19, 2007 issued by Assistant
41. Labour License No ALCB (3)/CLA/C -68/2006-07; dated June 1, 2006 issued by Assistant
42. Labour License No ALCB (3)/CLA/C -126 /2007-08; dated August 3, 2007 by Assistant Labour
Commissioner & licensing Office, Bangalore.
43. Labour License No ALCB (3)/CLA/C -98/2008-09; dated July 10, 2008 issued by Assistant
44. Labour License No ALCB (3)/CLA/C -13/2008-09; dated April 15, 2008 issued by Assistant
45. Labour License No ALC (2)/CLA/C -50 / 2008-09; dated June 27, 2008 issued by Assistant
339
46. Labour License No ALC (2)/CLA/C -98 / 2007-08; dated June 23, 2007 issued by Assistant
47. Labour License No ALCB (4)/CLA/C -120 /2008-09; dated July 30, 2008 issued by Assistant
48. Labour License No CLA/C/66/2007/DLC (5); dated November 20, 2007 issued by licensing
officer, Government of National Capital Territory of Delhi.
49. Labour License No CLA/C/52/2008/DLC (5); dated June 17, 2008 issued by licensing officer,
Government of National Capital Territory of Delhi.
50. Labour License No.CLC/C/18/07/SWD/18; dated April 4, 2007 issued by licensing officer,
Government of National Capital Territory of Delhi.
51. Labour License No.198/08; dated November 5, 2008 issued by licensing officer, Uttar Pradesh,
Noida.
52. Labour License No. 46(I)/ 120/2007ALF; dated January 23, 2007 issued by Asst. Labour
Commissioner, Faridabad.
53. Labour License No 276/SR/2007; dated July 17, 2007 issued by Assistant Labour Commissioner,
Jhansi.
54. Labour License No.ALC/I/46 (02)/09-ACK; dated January 11, 2009 issued by Assistant Labour
Commissioner, New Delhi.
55. Labour License No.ALC/I/46 (04)/2009-ACK; dated January 13, 2009 issued by Assistant
Labour Commissioner, New Delhi.
56. Labour License No DyCL/ CLA/Lic/073/Desk-27; dated February 13, 2006 issued by Registering
/Licensing Officer, Government of Maharashtra. , Mumbai.
57. Labour License No DCL/496 /2008; dated May 3, 2008 issued by Deputy Commissioner of
Labour, Hyderabad
58. Labour License No D/CL/DCL-RRZ/1902/07; dated July 13, 2007 isued by Licensing Officer,
Hyderabad.
59. Labour License No 890/BPL/2008; dated January 17, 2008 issued by Licensing Officer, Bhopal.
60. Labour License No 853/BPL/2007; dated August 1, 2007 issued by Licensing Officer, Bhopal.
61. Labour License No K-46(L-26)/2008-E-2; dated March 7, 2008 issued by Licensing Officer &
Assistant Labour Commissioner (C ) Kanpur.
62. Labour License No L.30/2006-A/M-2; dated February 20, 2006 issued by Assistant Labour
Commissioner (C) Madurai.
340
63. Labour License No 8141; dated November 7, 2008 issued by Asst. Labour Commissioner, Pune.
64. Labour License No.666/CNI; dated April 30, 2008 issued by Inspector of Labour, Chennai.
65. Labour License No.865/07; dated June 29, 2007 issued by Inspector of Labour, Chennai.
66. Labour License No. LOB/C-L/L-2/09/ALC; dated January 29, 2009 issued by Asst. Labour
Commissioner, Government of West Bengal, Kolkata.
67. Labour License No.865/07; dated June 29, 2007 issued by Inspector of labour, Kanchipuram.
68. Labour License No.703/D-1/2009; dated March 25, 2009 issued by Licensing officer, Nagpur.
69. Labour License No. ALCB (3)/CLA/C-282/05-06; dated March 3, 2006 issued by Licensing
officer, Bangalore.
70. Labour License No. ALCB (3)/CLA/C-503 /08-09; dated March 3, 2009 issued by Licensing
officer, Bangalore.
71. Labour License No. ALCB (3)/CLA/C-35 /06-07; dated Feb 2, 2007 issued by Licensing officer,
Bangalore.
72. Labour License No. ALCB (3)/CLA/C-164 /07-08; dated Sept 3, 2007 issued by Licensing
officer, Bangalore.
73. Labour License No. ALCB (3)/CLA/C-2 /06-07; dated Jan 19, 2007 issued by Licensing officer,
Bangalore.
74. Labour License No. ALCB (3)/CLA/C-68 /06-07; dated Jun 1, 2006 issued by Licensing officer,
Bangalore.
75. Labour License No. ALCB (3)/CLA/C-13 /08-09; dated April 15, 2008 issued by Licensing
officer, Bangalore.
76. Labour License No. ALC (2)/CLA/C-50 /08-09; dated June 27, 2008 issued by Licensing officer,
Bangalore.
77. Labour License No. ALC (2)/CLA/C-98 /07-08; dated June 23, 2008 issued by Licensing officer,
Bangalore.
78. Labour License No. ALCB -3/CLA/C-150 /09-10; dated July 7, 2009 issued by Licensing officer,
Bangalore.
79. Labour License No. JCL-RRZ/2935/09; dated June 18, 2009 issued by Licensing officer,
Hyderabad.
80. Labour License No. JCL-RRZ/2935/09; dated June 18, 2009 issued by Licensing officer,
Hyderabad.
81. Labour License No. 163/07; dated November 6, 2007 issued by Licensing officer, Noida
341
82. Labour License No. 276/07; dated July 17, 2007 issued by Licensing officer, Noida
83. Contractor Lisence No. CLA /SPT/08/255; dated August 7, 2008 issued by Dy. Labour
Commissioner, Panipat,
84. Labour License No D/CL/DCL-RRZ/2067/07; dated October 29, 2007 issued by Licensing
Officer, Hyderabad vide application dated October 6, 2008. The renewal was granted on June 18,
2009.
85. Labour License No DCL-VSP/CL/4579/2008; dated February 14, 2008 issued by Licensing
Officer, Vishakhapatnam vide application dated February 5, 2009. The renewal was granted on
April 30, 2009.
86. Labour License No163/07; dated November 6, 2007 issued by licensing officer, Uttar Pradesh,
Noida vide application dated December 29, 2008. The renewal was granted on January 01, 2009.
87. Labour License No 10/2007; dated July 19, 2007 issued by Assistant Labour Commissioner,
Porbandar. The renewal has been received by the Company.
88. Labour License No. ALC/JAM/KLA/37/2008; dated August 8, 2008 issued by Assistant Labour
Commissioner, Jamnagar. The renewal has been received by the Company.
89. The Company has made an application dated February 16, 2009, for labour license to the
Licensing Officer, Hyderabad for the TCS project. The renewal was granted on June 18, 2009.
The following approvals/licenses have expired and the Company has applied for renewal:
1. Labour License No Ahemdabad/Zone 1/693/07; dated September 3, 2007 issued by Assistant

Labour Commissioner, Ahemdabad vide application dated July 17, 2008.
2. Labour License No. 6999; dated September 28, 2007 issued by Assistant. Commissioner of
Labour, Pune vide application dated November 14, 2008
3. Labour License No Dy CL/ CLA/Lic /72/Desk-28; dated June 29, 2007 issued by
Registering/Licensing Officer, Government of Maharashtra., Mumbai vide application dated
October 13, 2008.
4. Labour License No. ALCB (3)/CLA/C-126 /07-08; dated Aug 3, 2007 issued by Licensing
officer, Bangalore, vide application dated August 03, 2009.
5. Labour License No. A’bad/Zone-2/590/07; dated August 6, 2007 issued by Assistant Labour
No further consent of the Government of India is required for the present Issue. It must be distinctly
understood that the Government of India / RBI does not take any responsibility for the financial
soundness of any scheme or project or for the correctness of any statements made or any opinions
expressed with regard to them. The Company can undertake the activities proposed by it in view of
the present approvals and no further approvals from any Government Authorities/RBI are required by
the Company to undertake the proposed activities.
342
STATUTORY AND OTHER INFORMATION
Authority for the Issue
The present issue of Equity Shares is being made pursuant to the Board Resolution passed at the
Board of Directors meeting held on January 29, 2009. The rights issue price and ratio has been
decided at the Rights Issue Management Committee of Directors at its meeting held on July 16, 2009
as Rs. 110/- and 1(one) share for every 5(five) shares held on the book closure date i.e. July 31, 2009.
Prohibition by SEBI
Neither the Company, nor its Directors or the Group Companies, or companies with which the
Company’s Directors are associated with as directors or promoters have been prohibited from
accessing or operating in the capital markets under any order or direction passed by SEBI. The
Company, its Promoter, its Directors or any of the Company’s associates or group companies are
currently not prohibited from accessing the capital market under any order or direction passed by
SEBI. Further the Promoters, their relatives (as per Companies Act, 1956), Issuer, group companies,
associate companies are not detained as willful defaulters by RBI / Government authorities and there
are no violations of securities laws committed by them in the past or pending against them.
Eligibility for the Issue
JMC Projects (India) Limited is an existing Company registered under the Companies Act, 1956
whose Equity Shares are listed on BSE and NSE. It is eligible to offer this Issue in terms of Clause
2.4.1 (iv) of the SEBI DIP Guidelines.
Disclaimer Clause of SEBI
AS REQUIRED, A COPY OF THIS LETTER OF OFFER HAS BEEN SUBMITTED TO THE

SECURITIES AND EXCHANGE BOARD OF INDIA (SEBI). IT IS TO BE DISTINCTLY
UNDERSTOOD THAT THE SUBMISSION OF THIS LETTER OF OFFER TO SEBI
SHOULD NOT, IN ANY WAY BE DEEMED/ CONSTRUED THAT THE SAME HAS BEEN
CLEARED OR APPROVED BY SEBI. SEBI DOES NOT TAKE ANY RESPONSIBILITY
EITHER FOR THE FINANCIAL SOUNDNESS OF ANY SCHEME OR THE PROJECT FOR
WHICH THE ISSUE IS PROPOSED TO BE MADE, OR FOR THE CORRECTNESS OF
THE STATEMENTS MADE OR OPINIONS EXPRESSED IN THIS LETTER OF OFFER.
THE LEAD MANAGER COLLINS STEWART INGA PRIVATE LIMITED HAS
CERTIFIED THAT THE DISCLOSURES MADE IN THIS LETTER OF OFFER ARE
GENERALLY ADEQUATE AND ARE IN CONFORMITY WITH SEBI (DISCLOSURE AND
INVESTOR PROTECTION) GUIDELINES, IN FORCE FOR THE TIME BEING. THIS
REQUIREMENT IS TO FACILITATE INVESTORS TO TAKE AN INFORMED DECISION
FOR MAKING INVESTMENT IN THE PROPOSED ISSUE. IT SHOULD ALSO BE
CLEARLY UNDERSTOOD THAT WHILE THE ISSUER COMPANY IS PRIMARILY
RESPONSIBLE FOR THE CORRECTNESS, ADEQUACY AND DISCLOSURE OF ALL
RELEVANT INFORMATION IN THIS LETTER OF OFFER, THE LEAD MANAGER IS
EXPECTED TO EXERCISE DUE DILIGENCE TO ENSURE THAT THE COMPANY
DISCHARGES ITS RESPONSIBILITY ADEQUATELY IN THIS BEHALF AND TOWARDS
THIS PURPOSE THE LEAD MANAGER COLLINS STEWART INGA PRIVATE LIMITED
HAS FURNISHED TO SEBI A DUE DILIGENCE CERTIFICATE DATED APRIL 7, 2009
WHICH READS AS FOLLOWS:
343
1. WE HAVE EXAMINED VARIOUS DOCUMENTS INCLUDING THOSE RELATING
TO LITIGATION LIKE COMMERCIAL DISPUTES, PATENT DISPUTES, DISPUTES
WITH COLLABORATORS ETC., AND OTHER MATERIALS MORE
PARTICULARLY REFERRED TO IN THE ANNEXURE HERETO IN CONNECTION
WITH THE FINALIZATION OF THE DRAFT LETTER OF OFFER PERTAINING TO
THE SAID ISSUE;
2. ON THE BASIS OF SUCH EXAMINATION AND THE DISCUSSIONS WITH THE

COMPANY, ITS DIRECTORS AND OTHER OFFICERS, OTHER AGENCIES,
INDEPENDENT VERIFICATION OF THE STATEMENTS CONCERNING OBJECTS
OF THE ISSUE, PROJECTED PROFITABILITY, PRICE JUSTIFICATION AND THE
CONTENTS OF THE DOCUMENTS MENTIONED IN THE ANNEXURE AND OTHER
PAPERS FURNISHED BY THE COMPANY, WE CONFIRM THAT:
a) THE DRAFT LETTER OF OFFER FORWARDED TO SEBI IS IN CONFORMITY

WITH THE DOCUMENTS, MATERIALS AND PAPERS RELEVANT TO THE
ISSUE;
b) ALL THE LEGAL REQUIREMENTS CONNECTED WITH THE SAID ISSUE AS

ALSO THE GUIDELINES, INSTRUCTIONS, ETC. ISSUED BY SEBI, THE
GOVERNMENT AND ANY OTHER COMPETENT AUTHORITY IN THIS BEHALF
HAVE BEEN DULY COMPLIED WITH;
c) THE DISCLOSURES MADE IN THE DRAFT LETTER OF OFFER ARE TRUE,

FAIR AND ADEQUATE TO ENABLE THE INVESTORS TO MAKE A WELL
INFORMED DECISION AS TO THE INVESTMENT IN THE PROPOSED ISSUE
AND SUCH DISCLOSURES ARE IN ACCORDANCE WITH THE REQUIREMENTS
OF THE COMPANIES ACT, 1956, THE SEBI (DISCLOSURE AND INVESTOR
PROTECTION) GUIDELINES, 2000 AND OTHER APPLICABLE LEGAL
REQUIREMENTS.
3. WE CONFIRM THAT BESIDES OURSELVES, ALL THE INTERMEDIARIES NAMED

IN THE DRAFT LETTER OF OFFER ARE REGISTERED WITH SEBI AND THAT
TILL DATE SUCH REGISTRATION IS VALID.
4. WE CERTIFY THAT REQUIREMENTS OF PROMOTERS’ CONTRIBUTION IS NOT

APPLICABLE TO THE ISSUER AS PER CLAUSE 4.10.(C) OF SEBI (DISCLOSURE
AND INVESTOR PROTECTION) GUIDELINES, 2000.
5. WE CERTIFY THAT THE PROPOSED ACTIVITIES OF THE ISSUER FOR WHICH

THE FUNDS ARE BEING RAISED IN THE PRESENT ISSUE FALL WITHIN THE
‘MAIN OBJECTS’ LISTED IN THE OBJECT CLAUSE OF THE MEMORANDUM OF
ASSOCIATION OF THE ISSUER AND THE ACTIVITIES WHICH HAVE BEEN
CARRIED OUT UNTIL NOW ARE VALID IN TERMS OF THE OBJECT CLAUSE OF
ITS MEMORANDUM OF ASSOCIATION.
6. WE CONFIRM THAT NECESSARY ARRANGEMENTS HAVE BEEN MADE TO

ENSURE THAT THE MONEYS RECEIVED PURSUANT TO THE ISSUE ARE KEPT IN
SEPARATE BANK ACCOUNT AS PER THE PROVISIONS OF SECTION 73(3) OF THE
COMPANIES ACT, 1956 AND THAT SUCH MONEYS WILL BE RELEASED BY THE
344
SAID BANK ONLY AFTER THE PERMISSION IS OBTAINED FROM ALL THE
STOCK EXCHANGES MENTIONED IN THE DRAFT LETTER OF OFFER. WE
FURTHER CONFIRM THAT THE AGREEMENT BETWEEN THE BANKER TO THE
ISSUE AND THE ISSUER SPECIFICALLY CONTAINS THIS CONDITION.
7. WE CERTIFY THAT A DISCLOSURE HAS BEEN MADE IN THE DRAFT LETTER OF

OFFER THAT THE INVESTORS SHALL BE GIVE AN OPTION TO GET THE
SHARES IN DEMAT OR PHYSICAL MODE.
8. WE CERTIFY THAT THE FOLLOWING DISCLOSURES HAVE BEEN MADE IN THE

DRAFT LETTER OF OFFER:
(a) AN UNDERTAKING FROM THE ISSUER THAT AT ANY GIVEN TIME

THERE SHALL BE ONLY ONE DENOMINATION FOR THE SHARES OF THE
COMPANY AND
(b) AN UNDERTAKING FROM THE ISSUER THAT IT SHALL COMPLY WITH
SUCH DISCLOSURES AND ACCOUNTING NORMS SPECIFIED BY THE
BOARD FROM TIME TO TIME.
We, the Lead Manager to the Rights Issue confirm that the Letter of Offer for proposed Rights Issue
is prepared in conformity with clause 6.39 of Securities & Exchange Board of India (Disclosure and
Investor Protection) Guidelines, 2000 and we confirm that:
1. The Issuer has been filing periodic statements in regard to financial results and shareholding
pattern with Bombay Stock Exchange Limited, the Designated Stock Exchange, National Stock
Exchange of India Limited and Registrar of Companies, Gujarat, Dadra & Nagar Haveli for the
last three years and such statements are available on websites of the Designated Stock Exchange
and on a common e-filing platform. The issuer company has not been able to file the financial
results for the quarters beginning September 05 till date as there is no column provided in
EDIFAR for insertion of audited data for 18 months period. The Issuer will upload the
information once the problem is rectified.
2. The Issuer has in place an investor grievance handling mechanism which includes meeting of
‘Shareholders’ Grievance Committee’ at frequent intervals, appropriate delegation of power by
the Board of Directors of the Issuer with regard to share transfer and clearly laid out systems and
procedures for timely and satisfactory redressal of investor grievances.
The filing of this Letter of Offer does not, however, absolve the Company from any liabilities under
Section 63 or Section 68 of the Companies Act, 1956 or from the requirement of obtaining such
statutory or other clearance as may be required for the purpose of the proposed Issue. SEBI further
reserves the right to take up, at any point of time, with the Lead Manager any irregularities or lapses
in this Letter of Offer.
Caution Statement / Disclaimer Clause of the Issuer and the Lead Manager
The Company and the Lead Manager accept no responsibility for statements made otherwise than in
this Letter of Offer or in any advertisement or other material issued by the Company or by any other
persons at the instance of the Company and anyone placing reliance on any other source of
information would be doing so at his own risk.
345
The Lead Manager and the Company shall make all information available to the Equity Shareholders
and no selective or additional information would be available for a section of the Equity Shareholders
in any manner whatsoever including at presentations, in research or sales reports etc. after filing of
this Letter of Offer with SEBI.
Disclaimer with respect to jurisdiction
This Letter of Offer has been prepared under the provisions of Indian Laws and the applicable rules
and regulations there under. Any disputes arising out of this Issue will be subject to the jurisdiction of
the appropriate court(s) in Ahmedabad, India only.
Disclaimer Clause of BSE
The Bombay Stock Exchange Limited (‘the Exchange’) has given vide its letter dated April 28, 2009,
permission to the Company to use the Exchange’s name in this Letter of Offer as one of the Stock
Exchanges on which this Company’s securities are proposed to be listed. The Exchange has
scrutinized this Letter of Offer for its limited internal purpose of deciding on the matter of granting
the aforesaid permission to this Company. BSE does not in any manner –
i. warrant, certify or endorse the correctness or completeness of any of the contents of this Letter
of Offer; or
ii. warrant that this Company’s securities will be listed or will continue to be listed on the
Exchange; or
iii. take any responsibility for the financial or other soundness of this Company, promoters,
management or any scheme or project of this Company;
And it should not, for any reason be deemed or construed that this Letter of Offer has been cleared or
approved by BSE. Every person who desires to apply for or otherwise acquires any securities of this
Company may do so pursuant to independent inquiry, investigation and analysis and shall not have
any claim against the Exchange whatsoever by reason of any loss which may be suffered by such
person consequent to or in connection with such subscription/acquisition whether by reason of
anything stated or omitted to be stated herein or for any other reason whatsoever.
Disclaimer Clause of NSE
As required, a copy of this Letter of Offer has been submitted to National Stock Exchange of India
Limited (hereinafter referred to as NSE). The NSE has given vide its letter ref No-
NSE/LIST/107025-A dated May 06, 2009, permission to the Issuer to use Exchange’s name in the
Letter of Offer as on of the Stock Exchanges on which the Issuers securities are proposed to be listed.
The Exchange has scrutinized this Letter of Offer for its limited internal purpose of deciding on the
matter of granting the aforesaid permission to this Issuer. It is to be distinctly understood that the
aforesaid permission given by NSE should not in any way deemed or construed that this Letter of
Offer has been cleared or approved by NSE, nor does it in any manner warrant, certify or endorse the
correctness or completeness of any of the contents of this Letter of Offer, nor does it warrant that the
Issuer’s securities will be listed or will continue to be listed on the Exchange , nor does it take any
responsibility for the financial or other soundness of this Issuer, its Promoters, its management or any
scheme or project of this Issuer.
Every person who desires to apply for or otherwise acquire any securities of this Issuer may do so
pursuant to independent inquiry, investigation and analysis and shall not have any claim against the
346
Exchange whatsoever by reason of any loss which may be suffered by such person consequent to or
in connection with such subscription/acquisition whether by reason of anything stated or omitted to
be stated herein or any other reason whatsoever.
Impersonation
As a matter of abundant caution, attention of the applicants is specifically drawn to the

provisions of subsection (1) of Section 68A of the Companies Act, 1956 which is reproduced
below:
“Any person who makes in a fictitious name an application to a Company for acquiring, or
subscribing for, any shares therein, or otherwise induces a Company to allot, or register any
transfer of shares therein to him, or any other person in a fictitious name, shall be punishable with
imprisonment for a term which may extend to five years”
NO OFFER IN THE UNITED STATES
“The rights and the Equity Shares of the Company have not been and will not be registered
under the United States Securities Act of 1933, as amended (the “Securities Act”) or any U.S.
state securities laws and may not be offered, sold, resold or otherwise transferred within the
United States or to, or for the account or benefit of, “U.S. Persons” (as defined in Regulation S
under the Securities Act), except in a transaction exempt from the registration requirements of
the Securities Act. The rights referred to in this Letter of Offer are being offered in India but
not in the United States of America. The offering to which this Letter of Offer relates is not, and
under no circumstances is to be construed as, an offering of any Equity Shares or rights for sale
in the United States of America, or the territories or possessions thereof, or as a solicitation
therein of an offer to buy any of the said shares or rights. Accordingly, this Letter of Offer
should not be forwarded to or transmitted in or into the United States of America at any time.
The Company will not accept subscriptions from any person, or his agent, who appears to be,
or who the Company has reason to believe is, a resident of the United States of America and to
whom an offer, if made, would result in requiring registration of this Letter of Offer with the
United States Securities and Exchange Commission.“
Filing
This Letter of Offer has been filed with Securities and Exchange Board of India, SEBI Bhavan, Plot
No. C-4A, G-Block, Bandra Kurla Complex, Mumbai – 400 051. All the legal requirements
applicable till the date of filing this Letter of Offer with the Stock Exchanges have been complied
with.
A copy of this Letter of Offer, required to be filed under SEBI DIP Guidelines would be filed with
BSE, the Designated Stock Exchange and NSE.
Dematerialised dealing
The Company has agreements with National Securities Depository Limited (NSDL) and Central
Depository Services (India) Limited (CDSL) and its Equity Shares bear the ISIN No. INE890A1016.
Listing
347
The existing Equity Shares of the Company are listed on BSE and NSE. The Company has made
application to BSE and NSE for permission to deal in and for an official quotation in respect of the
Equity Shares being offered in terms of this Letter of Offer. The Company has received in principle
approval from BSE and NSE vide letters dated April 28, 2009 and May 06, 2009 respectively, The
Company will apply to BSE and NSE for listing of the Equity Shares to be issued pursuant to this
Issue.
If the permission to deal in and for an official quotation of the securities is not granted by any of the
Stock Exchanges, the Company shall forthwith repay, without interest, all monies received from
applicants in pursuance of this Letter of Offer. If such money is not paid within eight days after the
Company becomes liable to repay it, then the Company and every Director of the Company who is an
officer in default shall, on and from expiry of eight days, be jointly and severally liable to repay the
money with interest as prescribed under the Section 73 of the Act.
Consents
Consents in writing of: (a) the Directors, the Company Secretary and Compliance Officer, the
Auditors, Bankers to the Company and Bankers to this Issue; and (b) Lead Manager to this Issue,
Registrar to this Issue and legal advisors to act in their respective capacities have been obtained and
filed with Stock Exchanges at the time of filing this Letter of Offer and such consents have not been
withdrawn up to the time of delivery of the Letter of Offer for registration with the Stock Exchanges.
The Company certifies that to the best of its knowledge there are no other consents required for
making this Issue. However, should the need arise, necessary consents shall be obtained by it.
Expert Opinion, if any
Except in the sections titled ‘Financial Statements’ and ‘Outstanding Litigations and Defaults’ on
pages 100 and 231 respectively of this Letter of Offer, no expert opinion has been obtained by the
Company in relation to this Letter of Offer.
Date of listing on the Stock Exchanges
The Equity Shares of the Company were first listed on the BSE on December 16, 1994 and on NSE
w.e.f. November 26, 2007.
Expenses of the Issue
The total expenses of the issue are estimated to be around Rs. 65.86 Lakhs. All expenses with respect
to the issue would be met out of the proceeds of the issue. The split of issue expenses is as under: -
Particulars Rs. Lakhs % of total % of Issue

expenses size
Fees to Lead Manager, Advisor and Auditors 29.23 44.38 0.73
Registrar’s fee 1.80 2.73 0.05
Printing & Stationery expenses 16.76 25.45 0.42
Regulatory & Statutory expenses 12.07 18.33 0.30
Miscellaneous & Contingencies 6.00 9.11 0.15
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Total 65.86 100.00 1.65
Fees Payable to the Lead Manager to the Issue
The total fees payable to the Lead Manager will be as per the Memorandum of Understanding date
March 26, 2009 signed between the Company and the Lead Manager, a copy of which is available for
inspection at the registered office of JMC Projects (India) Limited.
Fees Payable to the Registrars to the Issue
The fees payable to the Registrars to the Issue will be as per the Memorandum of Understanding
dated March 25, 2009 a copy of which is available for inspection at the Registered Office.
Underwriting Commission, Brokerage and Selling Commission
No Underwriting, Brokerage and selling Commission will be payable for this issue.
Previous Issues by the Company
Details of previous Issue by the Company in the last three years are given below:
Year of Issue FY 2006-07
Type of Issue Rights Issue
Amount of Issue Rs. 4646.55 lakhs
Date of closure of Issue October 30, 2006
Date of Allotment November 17, 2006
Date of refund November 20, 2006
Date of listing on Stock Exchanges (BSE) November 26, 2006
Issue Price Rs. 100/-

Date of completion of delivery of share certificates November 20, 2006
Rate of dividend paid 10%
Outstanding Preference Shares
The Company has not issued any preference shares other than those mentioned in the sections on
“Capital Structure” beginning on page 13 of this Letter of Offer.
Issues otherwise than for Cash
Except for the Bonus issues made, as stated in the section titled “Capital Structure” beginning on page
13 of this Letter of Offer the Company has not issued any Equity Shares for consideration otherwise
than for cash.
349
Commission or brokerage on previous issues
No commission or brokerage was paid by the Company on its previous issues.
Option to Subscribe
Other than the present Issue, the Company has not given any person any option to subscribe to the
Equity Shares of the Company.
Stock Market data for Equity Shares of the Company
The Company’s shares are listed on BSE and NSE and are actively traded on both the Stock
Exchanges.
i. The details of the share prices on the Bombay Stock Exchange Limited (BSE) during the last 3
calendar years are as follows
Year High Date of High Volume Low Date of low Volume Average
(Rs.) On date (Rs.) On date price for
of high of low the year
(Rs.)
2006 282.65 April 5, 2006 58959 84.35 July 24, 2006 13425 157.97
2007 546.65 December 11, 32962 167.70 March 7, 2007 34713 309.80
2007
2008 510.00 January 3, 2008 25742 49.40 November 24, 3365 227.94
2008
ii. The details of the share prices on the BSE during the last 6 months are as follows:
High Date of High Volume Low Date of low Volume Averag Volume
Month (Rs.) on date (Rs.) on date e price for the
of high of low for the month
month
(Rs.)
July 2009 180 July 2,2009 25298 144.35 July 13,2009 12128 164.53 327724
June 2009 189.05 June 9 , 97495 146.4 June1 2009 511 167.74 553550
2009
May 2009 139.45 May 29, 5442 75.10 May 6 ,2009 9714 96.52 294095
2009
April 2009 87.20 April 15, 6455 April 1, 2009 4175 76.41 903013
2009
March 2009 66.10 March 24, 32038 51.50 March 9, 2009 7398 58.53 261501
2009
February 66.60 February 10, 6818 49.30 February 3, 6980 59.06 134491
2009 2009 2009
iii. Week-end prices for the last four weeks on the BSE
Volume on Volume on
Closing High Date of High Low Date of Low
Week ending on high price low price
(Rs.) (Rs.) Price (Rs.) price
date date
350
August 21,2009 159.10 159.90 4732 August 17,2009 158.35 7263 August 18,
2009
August 14,2009 165.50 165.50 4695 August14,2009 160.25 7896 August12,2009
August 3,2009 166.55 166.55 59860 August 7,2009 155.20 8807 August 4, 2009
July 31 2009 161.90 169.45 9652 July 28,2009 159.60 20774 July 29,2009.
The market price (closing price) was Rs.53.35 on January 30, 2009, the trading day immediately
following the day on which the meeting of the Board of Directors was held, January 29, 2009 to
approve the present Rights Issue.
The market price (closing price) on BSE was Rs. 166.70 on July 15,2009, the trading day
immediately following the day on which the meeting of the Board/Committee of Directors was held,
July 16 ,2009 to finalise offer price for Rights Issue.
i. The details of the share prices on the National Stock Exchange of India Limited (NSE) during the
last two calendar years are as follows:
Year High Date of High Volume Low Date of low Volume Average
(Rs.) On date (Rs.) On date price for
of high of low the year
(Rs.)
2007 509.75 January 1, 2008 2024 49.30 November 24, 2101 227.84
2008
2008 542.20 December 6, 11711 492.50 November 28, 4514 516.63
2007 2007
Note: The Equity Shares of the Company were listed on the NSE w.e.f. November 2007.
ii. The details of the share prices on the NSE during the last 6 months are as follows:
Month High Date of High Volume Low Date of low Volume Average Volume
(Rs.) on date (Rs.) on date price for for the
of high of low the month
month
(Rs.)
July 31 2009 179.40 July 2 2009 24914 141.70 July 13,2009 5042 164.47 230715
June 2009 189.15 June 9, 2009 88965 144.35 June 1,2009 1063 167.40 477309
May 2009 137.45 May 29, 2009 145 73.75 May 6, 2009 6413 94.38 103403
April 2009 86.65 April 15 ,2009 2232 60.35 April 1 , 3572 76.22 102437
2009
March 2009 333.90 March 26, 84760 27.45 March 6, 12819 272.07 89124
2009 2009
February 2009 67.15 February 10, 17741 49.90 February 2, 7407 58.44 106363
2009 2009
iii. Week-end prices for the last four weeks on the NSE
351
Volume on Volume on
Closing High Date of High Low Date of Low
Week ending on high price low price
(Rs.) (Rs.) Price (Rs.) price
date date
August 21,2009 158.45 159.35 4249 August 20,2009 158.45 3947 August 21,2009
August 14,2009 163.90 164.75 9665 August13,2009 160.65 7401 August12,2009
August 7,2009 166.80 167.25 83602 August 6, 2009 156.45 11754 August 4, 2009.
July 31 2009 163.25 169.65 7491 July 28 2009 160.55 3855 July 30, 2009
The market price (closing price) was Rs.53.25 on January 30, 2009, the trading day immediately
following the day on which the meeting of the Board of Directors was held, January 29, 2009 to
approve the present Rights Issue.
The market price (closing price) was Rs.166.65 on July 15,2009, the trading day immediately
following the day on which the meeting of the Board/Committee of Directors was held,July 16 ,2009]
to finalise offer price for Rights Issue.
There have not been any transactions in Equity Shares by the Promoters during the last six months
from the date of this Letter of Offer other than those mentioned in the section “Capital Structure” on
Important
• This Issue is pursuant to the resolutions passed by the Board at its meeting held on January
29, 2009.
• This Issue is applicable to those Equity Shareholders whose names appear as beneficial
owners as per the list furnished by the depositories in respect of the shares held in the
electronic form and on the Register of Members of the Company on the Book Closure Date
i.e. July 31, 2009.
• Your attention is drawn to the section entitled ‘Risk Factors’ appearing on page viii of this
Letter of Offer.
• Please ensure that you have received the Composite Application Form (“CAF”) with the
Letter of Offer.
• Please read this Letter of Offer and the instructions contained therein and in the CAF
carefully before filling in the CAF. The instructions contained in the CAF are each an
integral part of this Letter of Offer and must be carefully followed. An application is liable to
be rejected for any non-compliance of the provisions contained in this Letter of Offer or the
CAF.
• All enquiries in connection with this Letter of Offer or CAF should be addressed to the
Registrar to the Issue, quoting the Registered folio number/DP and Client ID number and
CAF number as mentioned in the CAF.
• All information shall be made available to the Investors by the Lead Manager and the Issuer,
and no selective or additional information would be available by them for any section of the
352
Investors in any manner whatsoever including at road shows, presentations, in research or
sales reports, etc.
• The Lead Manager and the Company shall update this Letter of Offer and keep the public
informed of any material changes till the listing and trading commences.
Issue Schedule
Issue Opening Date: Monday, September 07, 2009

Last date for receiving requests for split forms: Tuesday, September 15, 2009
Issue Closing Date: Wednesday, September 23, 3009
The Board may however decide to extend the issue period as it may determine from time to time but
not exceeding 30 days from the Issue Opening Date.
Allotment Advices/Refund Orders
The Company will issue and dispatch the share certificates/demat credit and/or letters of regret along
with refund order or credit the allotted securities to the respective beneficiary accounts, if any, within
a period of fifteen (15) days from the Issue Closing Date. If such money is not repaid within eight
days from the day the Company becomes liable to pay it, the Company shall pay that money with
interest as stipulated under section 73 of the Companies Act.
Applicants residing at centers where clearing houses are managed by the Reserve Bank of India (RBI)
will get refunds through ECS only (Electronic Clearing Service) except where Applicants are
otherwise disclosed as applicable/eligible to get refunds through direct credit and RTGS.
In case of those Applicants who have opted to receive their rights entitlement in dematerialized form
using electronic credit under the depository system, an advice regarding their credit of the Equity
Shares shall be given separately. Applicants to whom refunds are made through electronic transfer of
funds will be sent a letter through ordinary post intimating them about the mode of credit of refund
within fifteen (15) days from the Issue Closing Date.
In case of those Applicants who have opted to receive their rights entitlement in physical form and the
Company issues an allotment advice, corresponding share certificates will be dispatched within
fifteen (15) days from the date of allotment.
The refund order exceeding Rs. 1,500 would be sent by registered post/speed post to the sole/first
Applicant's registered address. Refund orders up to the value of Rs. 1,500 would be sent under
certificate of posting. Such refund orders would be payable at par at all places where the applications
were originally accepted. The same would be marked ‘Account Payee only’ and would be drawn in
favour of the sole/first Applicant. Adequate funds would be made available to the Registrar to the
Issue for this purpose.
Investor Grievances and Redressal System
The Company has adequate arrangements for redressal of investor complaints. The Shareholders’
Grievances Committee specifically looks into shareholders’ complaints like non-receipt of transferred
shares, annual report, declared dividend, revalidation of refund order, etc. and to redress the same
expeditiously. The Company has well arranged correspondence system developed for letter of
routine nature. The share transfer and dematerialization for the Company is handled by Pinnacle
353
Shares Registry Pvt. Ltd., the in-house registrar and share transfer agent. Redressal norm for response
time for all correspondence including shareholders complaints is within 15 days.
Status of Complaints
Total number of complaints received during previous financial year (2008-09): 4

Status of the Complaints: Replied: 4; Pending: Nil
Total number of complaints received during current financial year (2009-10) till date: Nil
Status of the Complaints: Replied: Nil; Pending: Nil
Investor Grievances arising out of this Issue
The Company’s investor grievances arising out of the Issue will be handled by Link Intime India Pvt.
Ltd., Registrar to the Issue. The Registrar will have a separate team of personnel handling only post
Issue correspondence.
The agreement between the Company and the Registrar will provide for retention of records with the
Registrar for a period of atleast one year from the date of dispatch of Allotment Advice/share
certificate/refund order to enable the Registrar to redress grievances of Investors.
All grievances relating to the Issue may be addressed to the Registrar of the Issue giving full details
such as folio no. name and address, contact telephone/cell numbers, email id of the first applicant,
number and type of shares applied for, Application Form serial number, amount paid on application
and the name of the bank and branch where the application was deposited along with a photocopy of
acknowledgment slip. In case of renunciation, the same details of the Renouncee should be
furnished.
The average time taken by the Registrar for attending to routine grievances will be 15 days from the
date of receipt. In case of non-routine grievances where verification at other agencies is involved, it
would be the endeavour of the Registrar to attend to them as expeditiously as possible. The Company
undertakes to resolve the Investor grievances in a time bound manner.
Investors may contact the Compliance Officer in case of any pre-Issue/post-Issue related problems
such as non-receipt of allotment advice/share certificates/demat credit/refund orders, etc. His address
is as follows:
Mr. Ashish Shah
Company Secretary
JMC Projects (India) Limited
A-104, Shapath-4,
Opposite Karnavati Club,
S. G. Road, Ahmedabad – 380 051, India.
Tel: +91-79- 3001 1500; Fax: +91-79-3001 1600/1700
Changes in Auditors during the last three years
During the year 2006-07 M/s. Kishan M Mehta & Co., Chartered Accountants has been appointed as
joint auditor of the Company with M/s. Sudhir N Doshi & Co., Chartered Accountants, already an
existing auditor.
354
Capitalization of Reserves or Profits
The Company has not capitalised any of its reserves or profits for the last five years.
Revaluation of Fixed Assets
There has been no revaluation of the Company’s fixed assets for the last five years.
355
TERMS OF THE ISSUE
The Equity Shares being issued are subject to the terms of this Letter of Offer, the enclosed
Composite Application Form, the Memorandum and Articles of Association of the Company, the
approvals from the RBI and provisions of the Companies Act, 1956, guidelines issued by SEBI,
approvals from the Stock Exchanges(s) where the Equity Shares of the Company is listed, guidelines,
notifications and regulations for issue of capital and for listing of securities issued by Government of
India and/or other statutory authorities and bodies from time to time, terms and conditions as
stipulated in the allotment advice or letter of allotment or security certificate, the provisions of the
Depositories Act, to the extent applicable and any other legislative enactments and rules as may be
applicable and introduced from time to time.
Authority to the Issue
The present issue of Equity Shares is being made pursuant to the resolution passed by the Board of
Directors at its meeting held on January 29, 2009.
Basis for the Issue
The Equity Shares are being offered on Rights basis for subscription for cash to those existing Equity
Shareholders whose names appear as beneficial owners as per the list to be furnished by the
Depositories in respect of the Equity Shares held in the electronic form and on the Register of
Members of the Company in respect of Equity Shares held in the physical form on the Book Closure
Date i.e. July 31, 2009 fixed in consultation with the BSE (the Designated Stock Exchange).
Rights Entitlement
As your name appears as a beneficial owner in respect of shares held in the electronic form or appears
in the Register of Members of the Company as on the Book Closure Date i.e July 31, 2009, you are
entitled to the number of Equity Shares as set out in Part A of he enclosed CAF. For further details,
see “Terms of the Issue – Procedure for Application” on page 356 of this Letter of Offer.
Principal Terms of Equity Shares
Face Value
Each Equity Share shall have the face value of Rs. 10/-
Issue Price
Each Equity Share shall have the face value of Rs. 10/-. Each Equity Share is being offered at a price
of Rs. 110/- each (including a premium of Rs. 100/- per share).
Entitlement Ratio
The Equity Shares are being offered on rights basis to the existing Equity Shareholders of the
Company in the ratio of 1 (One) Equity Share for every 5 (Five) Equity Shares held as on the Book
Closure Date.
356
Fractional Entitlement
For the Equity Shares being offered on rights basis under this Issue, if the shareholding of any of the
Equity Shareholders is less than 5 or is not in the multiples of 5 then the fractional entitlement of such
holders for Equity Shares shall be rounded off to the next higher integer
The additional Equity Shares needed for such adjustment will be first adjusted from the unsubscribed
portion of the Issue, if any and should there be further requirement from the Promoter / Promoter
group’s entitlement at the time of the allotment.
Terms of Payment and appropriation
The entire issue price i.e., Rs. 110/- per Equity Share shall be payable on application.
Rights of the Equity Shareholders
Subject to the applicable laws, the Equity Shareholders shall have the following rights:
1. Right to receive dividend, if declared.

2. Right to attend general meetings and exercise voting rights, unless prohibited by law.
3. Right to vote on a poll either personally or by proxy.
4. Right to receive offers for rights shares and be allotted bonus shares, if announced;
5. Right to receive surplus on liquidation.
6. Right of free transferability; and
7. Such other rights, as may be available to a shareholder of a Public Ltd. Company under the
Companies Act, 1956.
Ranking of Equity Shares
The Equity Shares being issue in the present Issue shall be subject to the Memorandum and Articles
of Association of the Company and shall rank pari-passu in all respects with the existing Equity
Shares of the Company including dividends.
Mode of payment of dividend
The dividend is paid to all the eligible shareholders in terms of the provisions of the Companies Act,
1956 with regard to payment of dividend. The unclaimed dividend if any are transferred to Investor
Protection Fund as prescribed under the Act.
General Terms of the Issue
Market lot
The market lot for the Equity Shares in dematerialised mode is one. In case of physical certificates,
the Company would issue one certificate for the Equity Shares allotted to one folio (“Consolidated
Certificate”).
NO OFFER IN THE UNITED STATES
“The rights and the Equity Shares of the Company have not been and will not be registered
under the United States Securities Act of 1933, as amended (the “Securities Act”) or any U.S.
357
state securities laws and may not be offered, sold, resold or otherwise transferred within the
United States or to, or for the account or benefit of, “U.S. Persons” (as defined in Regulation S
under the Securities Act), except in a transaction exempt from the registration requirements of
the Securities Act. The rights referred to in this Letter of Offer are being offered in India but
not in the United States of America. The offering to which this Letter of Offer relates is not, and
under no circumstances is to be construed as, an offering of any Equity Shares or rights for sale
in the United States of America, or the territories or possessions thereof, or as a solicitation
therein of an offer to buy any of the said shares or rights. Accordingly, this Letter of Offer
should not be forwarded to or transmitted in or into the United States of America at any time.
The Company will not accept subscriptions from any person, or his agent, who appears to be,
or who the Company has reason to believe is, a resident of the United States of America and to
whom an offer, if made, would result in requiring registration of this Letter of Offer with the
United States Securities and Exchange Commission.“
Joint Holders
Where two or more persons are registered as the holders of any Equity Shares, they shall be deemed
to hold the same as joint tenants with the benefit of survivorship subject to the provisions contained in
the Articles.
Nomination
In terms of Section 109A of the Act, nomination facility is available in case of Equity Shares. The
applicant can nominate any person by filling the relevant details in the CAF in the space provided for
this purpose.
In case of Equity Shareholders who are individuals, a sole Equity Shareholder or the first named
Equity Shareholder, along with other joint Equity Shareholders, if any, may nominate any person(s)
who, in the event of the death of the sole holder or all the joint-holders, as the case may be, shall
become entitled to the Equity Shares. A person, being a nominee, becoming entitled to the Equity
Shares by reason of the death of the original Equity Shareholder(s), shall be entitled to the same
advantages to which he would be entitled if he were the registered holder of the Equity Shares. Where
the nominee is a minor, the Equity Shareholder(s) may also make a nomination to appoint, in the
prescribed manner, any person to become entitled to the Equity Share(s), in the event of death of the
said holder, during the minority of the nominee. A nomination shall stand rescinded upon the sale of
the Equity Share by the person nominating. A transferee will be entitled to make a fresh nomination
in the manner prescribed. When the Equity Share is held by two or more persons, the nominee shall
become entitled to receive the amount only on the demise of all the holders. Fresh nominations can be
made only in the prescribed form available on request at the registered office of the Company or such
other person at such addresses as may be notified by the Company. The applicant can make the
nomination by filling in the relevant portion of the CAF. Only one nomination would be applicable
for one folio. Hence, in case the Equity Shareholder(s) has already registered the nomination with the
Company, no further nomination needs to be made for Equity Shares that may be allotted in this Issue
under the same folio.
In case the allotment of Equity Shares is in dematerialised form, there is no need to make a
separate nomination for the Equity Shares to be allotted in this Issue. Nominations registered
with respective Depository Participant (“DP”) of the applicant would prevail. Any applicant
desirous of changing the existing nomination is requested to inform its respective DP.
Notices
358
All notices to the Equity Shareholder(s) required to be given by the Company shall be published in
one English national daily with wide circulation, one Hindi national daily with wide circulation and
one regional language daily newspaper circulated at the place where registered office of the Company
is situated and/or, will be sent by ordinary post / registered post / speed post to the registered holders
of the Equity Share from time to time.
Minimum Subscription
If the Company does not receive application money for atleast 90% of the Issued amount the entire
subscription will be refunded to the Applicants within 15 days from the date of closure of the Issue. If
there is a delay in the refund of application money by more than eight days after the Company
becomes liable to pay the amount (15 days after closure of the Issue), the Company will pay interest
for the delayed period at prescribed rates in sub- sections (2) and (2A) of Section 73 of the
Listing and trading of Equity Shares proposed to be issued
The Company’s existing Equity Shares are currently traded on the BSE and NSE under the ISIN
INE890A1016. The fully paid up Equity Shares proposed to be issued on a rights basis shall be listed
and admitted for trading on the BSE and NSE under the existing ISIN for fully paid Equity Shares of
the Company. The fully paid up Equity Shares allotted pursuant to this Issue will be listed as soon as
practicable and all steps for completion of the necessary formalities for listing and commencement of
trading at the Stock Exchange where the Equity Shares are to be listed will be taken within seven
working days of finalization of basis of allotment. The Company has received in-principle approval
pursuant to clause 24(a) of Listing Agreement from the BSE vide letter no. DCS/PREF/JA/IP-
RT/108/09-10 dated April 28, 2009 and from NSE vide letter no. NSE/LIST/107025-A dated May 06,
2009.
The distribution of this Letter of Offer and the issue of Equity Shares on a rights basis to persons in
certain jurisdictions outside India may be restricted by legal requirements prevailing in those
jurisdictions.
The Company is making this issue of Equity Shares on a rights basis to the shareholders of the
Company and will dispatch the Letter of Offer and the CAF to shareholders who have provided an
Indian address.
How to Apply
Procedure for Application
The CAF for Equity Shares would be printed in black ink for all Equity Shareholders. In case the
original CAF is not received by the applicant or is misplaced by the applicant, the applicant may
request the Registrar to the Issue, for issue of duplicate CAF, by furnishing the registered folio
number, DP ID Number, Client ID Number and their full name and address.
Acceptance of the Issue
You may accept the Issue and apply for the Equity Shares offered, either in full or in part by filling
Part A of the enclosed CAF and submit the same along with the Application Money payable to the
Bankers to the Issue at any of the branches as mentioned on the reverse of the CAF before the close
359
of the banking hours on or before the Issue Closing Date or such extended time as may be specified
by the Board or a committee authorized by the Board thereof in this regard. Applicants at centers not
covered by the branches of collecting banks can send their CAF together with the cheque / demand
draft payable at Mumbai, for an amount net of bank and postal charges, to the Registrar to the Issue
by registered post. Such applications sent to anyone other than the Registrar to the Issue are liable to
be rejected.
Option available to the Equity Shareholders
The CAF will clearly indicate the number of Equity Shares that the Equity Shareholder is entitled to.
If the Equity Shareholder applies for an investment in Equity Shares, then he can:
• Apply for his entitlement of Equity Shares in part; or

• Apply for his entitlement of Equity Shares in part and renounce the other part of the Equity
Shares; or
• Apply for his entitlement in full; or
• Apply for his entitlement in full and apply for additional Equity Shares. Accordingly, an Equity
Shareholder cannot apply for additional Equity Shares unless he has applied for his entitlement of
Equity Shares in full; or
• Renounce his entitlement in full to one or more than one person
Renunciation
This Issue includes a right exercisable by you to renounce the Equity Shares offered to you either in
full or in part in favour of any other person or persons. Your attention is drawn to the fact that the
Company shall not allot and/or register the Equity Shares in favour of more than 3 persons (including
joint holders), partnership firm(s) or their nominee(s), minors, HUF, any trust or society (unless the
same is registered under the Societies Registration Act, 1860 or the Indian Trust Act or any other
applicable law relating to societies or trusts and is authorized under its constitution or bye-laws to
hold Equity Shares).
Any renunciation from Resident Indian Shareholder(s) to Non-resident Indian(s) or from Non-
resident Indian Shareholder(s) to Resident Indian(s) or from Non-resident Indian shareholder(s) to
other Non resident Indian(s) is subject to the renouncer(s)/renounce(s) obtaining the necessary
approvals including the permission of the RBI under the FEMA and such permissions should be
attached to the CAF. Applications not accompanied by the aforesaid approvals are liable to be
rejected.
By virtue of the Circular No. 14 dated September 16, 2003 issued by the RBI, Overseas Corporate
Bodies (“OCBs”) have been derecognized as an eligible class of investors and the RBI has
subsequently issued the Foreign Exchange Management (Withdrawal of General Permission to
Overseas Corporate Bodies (OCBs))Regulations, 2003. Accordingly, the existing Equity
Shareholders of the Company who do not wish to subscribe to the Equity Shares being offered but
wish to renounce the same in favour of renouncee shall not renounce the same (whether for
consideration or otherwise) in favour of OCB(s).
Part ‘A’ of the CAF must not be used by any person(s) other than those in whose favour this offer has
been made. If used, this will render the application invalid. Submission of the enclosed CAF to the
Banker to the Issue at its collecting branches specified on the reverse of the CAF with the form of
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renunciation (Part ‘B’ of the CAF) duly filled in shall be conclusive evidence for the Company of the
person(s) applying for Equity Shares of the CAF to receive allotment of such Equity Shares. The
renouncees applying for all the Equity Shares renounced in their favour may also apply for additional
Equity Shares. Part ‘A’ of the CAF must not be used by the renouncee(s) as this will render the
application invalid. Renouncee(s) will have no further right to renounce any Equity Shares in favour
of any other person.
Procedure for renunciation
To renounce all the Equity Shares offered to a shareholder in favour of one renouncee
If you wish to renounce the offer indicated in Part ‘A’, in whole, please complete Part ‘B’ of the
CAF. In case of joint holding, all joint holders must sign Part ‘B’ of the CAF. The person in whose
favour renunciation has been made should complete and sign Part ‘C’ of the CAF. In case of joint
renouncees, all joint renouncees must sign this part of the CAF.
To renounce in part/or renounce the whole to more than one person(s)
If you wish to either accept this offer in part and renounce the balance or renounce the entire offer
under this Issue in favour of two or more renouncees, the CAF must be first split into requisite
number of forms.
Please indicate your requirement of split forms in the space provided for this purpose in Part ‘D’ of
the CAF and return the entire CAF to the Registrar to the Issue so as to reach them latest by the close
of business hours on the last date of receiving requests for split forms. On receipt of the required
number of split forms from the Registrar, the procedure as mentioned in paragraph above shall have
to be followed.
In case the signature of the Equity Shareholder(s), who has renounced the Equity Shares, does not
agree with the specimen registered with the Company, the application is liable to be rejected.
Renouncee(s)
The person(s) in whose favour the Equity Shares are renounced should fill in and sign Part ‘C’ of the
CAF and submit the entire CAF to the Banker to the Issue on or before the Issue Closing Date along
with the application money in full.
Change and/ or introduction of additional holders
If you wish to apply for Equity Shares jointly with any other person(s), not more than three, who
is/are not already a joint holder with you, it shall amount to renunciation and the procedure as stated
above for renunciation shall have to be followed. Even a change in the sequence of the name of joint
holders shall amount to renunciation and the procedure, as stated above shall have to be followed.
However, this right of renunciation is subject to the express condition that the Board of Directors of
the Company shall be entitled in its absolute discretion to reject the request for allotment from the
renouncee(s) without assigning any reason thereof.
Instructions for Options
Please note that:
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• Part ‘A’ of the CAF must not be used by any person(s) other than the Equity Shareholder to
whom the Letter of Offer has been addressed. If used, this will render the application invalid.
• Request by the applicant for the split application form should reach the Company on or before
Tuesday, September 15, 2009
• Only the Equity Shareholder to whom this Letter of Offer has been addressed shall be entitled to
renounce and to apply for split application forms. Forms once split cannot be split further.
• Split form(s) will be sent to the applicant(s) by post at the applicant’s risk.
Additional Equity Shares
You are eligible to apply for additional Equity Shares provided you have applied for all the Equity
Shares offered to you without renouncing them in whole or in part
Application for additional Equity Shares shall be considered and allotment shall be made at the sole
discretion of the Board and in consultation if necessary with the Designated Stock Exchange.
This allotment of additional equity shares will be made on an equitable basis with reference to
number of shares held by you on the book closure date.
Renouncees can apply for additional shares
As per Regulation 6 of Notification No. FEMA 20/200-RB dated May 3, 2000, the RBI has given
general permission to Indian companies to issue rights shares to non-resident shareholders including
additional shares.
If you desire to apply for additional Equity Shares, please indicate your requirement in the place
provided for additional shares in Part A of the CAF. The renounce applying for all the Equity Shares
renounced in their favour may also apply for additional Equity Shares.
Where the number of additional Equity Shares applied for exceeds the number available for
allotment, the allotment would be made on a fair and equitable basis in consultation with the
Designated Stock Exchange.
The summary of options available to the Equity Shareholder is presented below. You may exercise
any of the following options with regard to the Equity Shares offered, using the enclosed CAF:
Option Available Action Required

Accept whole or part of your entitlement Fill in and sign Part A (All joint holders must sign)
without renouncing the balance.
Accept your entitlement in full and apply for Fill in and sign Part A including Block III relating
additional Equity Shares to the acceptance of entitlement and Block IV
relating to additional Equity Shares (All joint
holders must sign)
Renounce your entitlement in full to one Fill in and sign Part B (all joint holders must sign)
person (Joint renouncees are considered as indicating the number of Equity Shares renounced
one). and hand it over to the renouncee. The renouncees
must fill in and sign Part C (All joint renouncees
must sign)
Accept a part of your entitlement and renounce Fill in and sign Part D (all joint holders must sign)
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the balance to one or more renouncee(s) requesting for Split Application Forms. Send the
CAF to the Registrar to the Issue so as to reach
OR them on or before the last date for receiving
requests for Split Application Forms. Splitting will
Renounce your entitlement to all the Equity be permitted only once.
Shares offered to you to more than one
renouncee On receipt of the Split Application Forms take
action as indicated below.
For the Equity Shares you wish to accept, if any,
fill in and sign Part A.
For the Equity Shares you wish to renounce, fill in

and sign Part B indicating the number of Equity
Shares renounced and hand it over to the
renouncees. Each of the renouncees should fill in
and sign Part C for the Equity Shares accepted by
them.
Introduce a joint holder or change the sequence This will be treated as a renunciation. Fill in and
of joint holders sign Part B and the renouncees must fill in and
sign Part C.
Availability of duplicate CAF
In case the original CAF is not received, or is misplaced by the applicant, the Registrar to the Issue
will issue duplicate CAF on the request of the applicant who should furnish the registered folio
number/ DP and Client ID number and his/ her full name and address to the Registrar to the Issue.
Please note that the request for duplicate CAF should reach the Registrar to the Issue within 7 days
from the Issue Opening Date. Please note that those who are making the application in the duplicate
form should not utilize the original CAF for any purpose including renunciation, even if it is received/
found subsequently. If the applicant violates any of these requirements, he / she shall face the risk of
rejection of both the applications.
Application on Plain Paper
An Equity Shareholder who has neither received the original CAF nor is in a position to obtain the
duplicate CAF may make an application to subscribe to the Issue on plain paper, along with Demand
Draft, net of bank and postal charges payable at Mumbai which should be drawn in favor of “JMC -
RIGHTS ISSUE” in case of resident shareholders, in case of applications by non-resident
shareholders with non repatriation basis in favour of “JMC - RIGHTS ISSUE” payable at Mumbai
and in case of application by non-resident shareholders with repatriation benefits in favour of “JMC -
RIGHTS ISSUE - NR” payable at Mumbai. The Equity Shareholders should send the same by
registered post directly to the Registrar to the Issue.
The application on plain paper, duly signed by the applicants including joint holders, in the same
order as per specimen recorded with the Company, must reach the office of the Registrar to the Issue
before the Issue Closing Date and should contain the following particulars:
• Name of the Issuer, being JMC Projects (India) Limited

• Name and address of the Equity Shareholder including joint holders
• Registered Folio Number/ DP and Client ID no.
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• Number of Equity Shares held as on Book Closure Date
• Number of Rights Equity Shares entitled
• Number of Rights Equity Shares applied for
• Number of additional Equity Shares applied for, if any
• Total number of Equity Shares applied for
• Total amount paid at the rate of Rs. 110/- per Equity Share
• Particulars of cheque/draft
• Savings/Current Account Number and name and address of the bank where the Equity
Shareholder will be depositing the refund order
• PAN of the applicant and for each applicant in case of joint names, irrespective of the total value
of the Equity Shares applied for pursuant to the Issue.
• In case of Non Resident Shareholders, NRE/ FCNR/ NRO A/c No. Name and Address of the
Bank and Branch;
• If payment is made by a draft purchased from NRE/ FCNR/ NRO A/c No., as the case may be, an
account debit certificate from the bank issuing the draft, confirming that the draft has been issued
by debiting NRE/ FCNR/ NRO Account.
Please note that those who are making the application otherwise than on original CAF shall not be
entitled to renounce their rights and should not utilize the original CAF for any purpose including
renunciation even if it is received subsequently. If the applicant violates any of these requirements,
he/she shall face the risk of rejection of both the applications. The Company shall refund such
application amount to the applicant without any interest thereon.
Last date of Application
The last date for submission of the duly filled in CAF is September 23, 2009. The Issue will be
kept open for a minimum period of 15 (fifteen) days and the Board/Committee of Directors will have
the right to extend the said date for such period as it may determine from time to time but not
exceeding 30 (thirty) days from the Issue Opening Date.
If the CAF together with the amount payable is not received by the Banker to the Issue/ Registrar to
the Issue on or before the close of banking hours on the aforesaid last date or such date as may be
extended by the Board/Committee of Directors, the offer contained in this Letter of Offer shall be
deemed to have been declined and the Board shall be at liberty to dispose off the Equity Shares
hereby offered, as provided under the section “Terms of the Issue - Basis of Allotment” beginning on
Procedure for Application through the Applications Supported by Blocked Amount (“ASBA”)
Process
This section is for the information of Equity Shareholders proposing to subscribe to the Issue
through the ASBA Process. The Company and the Lead Manager are not liable for any
amendments or modifications or changes in applicable laws or regulations, which may occur
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after the date of this Letter of Offer. Equity Shareholders who are eligible to apply under the
ASBA Process are advised to make their independent investigations and ensure that the
number of Equity Shares applied for by such Equity Shareholders do not exceed the applicable
limits under laws or regulations. Equity Shareholders applying under the ASBA Process are
also advised to ensure that the CAF is correctly filled up, stating therein the bank account
number maintained with the SCSB in which an amount equivalent to the amount payable on
application as stated in the CAF will be blocked by the SCSB.
The list of banks who have been notified by SEBI to act as SCSB for the ASBA Process are provided
on http://www.sebi.gov.in/pmd/scsb.pdf. For details on designated branches of SCSB collecting the
CAF, please refer the above mentioned SEBI link.
Equity Shareholders who are eligible to apply under the ASBA Process
The option of applying for Equity Shares in the Issue through the ASBA Process is only available to
Equity Shareholders of the Company on the Book Closure Date and who:
• holds the shares of the Company in dematerialized form and has applied for entitlements and /or
additional shares in dematerialized form;
• has not renounced his/ her entitlements in full or in part;
• is not a renouncee;
• is applying through a bank account maintained with SCSBs.
CAF
The Registrar will despatch the CAF to all Equity Shareholders as per their entitlement on the Book
Closure Date for the Issue. Those Equity Shareholders who wish to apply through the ASBA payment
mechanism will have to select for this mechanism in (i) In Part A of the CAF and provide necessary
details or (ii) in plain paper application and indicate that they wish to apply through ASBA payment
mechanism.. Application in electronic mode will only be available with such SCSB who provides
such facility. The Equity Shareholder shall submit the CAF / Plain Paper Application to the SCSB for
authorising such SCSB to block an amount equivalent to the amount payable on the application in the
said bank account maintained with the same SCSB.
Acceptance of the Issue
You may accept the Issue and apply for the Equity Shares offered, either in full or in part, by filling
Part A of the respective CAFs sent by the Registrar, selecting the ASBA process option in Part A of
the CAF or the Plain Paper Application and submit the same to the SCSB before the close of the
banking hours on or before the Issue Closing Date or such extended time as may be specified by the
Board of Directors of the Company in this regard.
Mode of payment
The Equity Shareholder applying under the ASBA Process agrees to block the entire amount payable
on application (including for additional Equity Shares, if any) with the submission of the CAF, by
authorizing the SCSB to block an amount, equivalent to the amount payable on application, in a bank
account maintained with the SCSB.
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After verifying that sufficient funds are available in the bank account provided in the CAF, the SCSB
shall block an amount equivalent to the amount payable on application mentioned in the CAF until it
receives instructions from the Registrar. Upon receipt of intimation from the Registrar, the SCSBs
shall transfer such amount as per Registrar’s instruction allocable to the Equity Shareholders applying
under the ASBA Process from bank account with the SCSB mentioned by the Equity Shareholder in
the CAF. This amount will be transferred in terms of the SEBI Guidelines, into the separate bank
account maintained by the Company as per the provisions of section 73(3) of the Companies Act,
1956. The balance amount remaining after the finalisation of the basis of allotment shall be either
unblocked by the SCSBs or refunded to the investors by the Banker to the Issue on the basis of the
instructions issued in this regard by the Registrar to the Issue and the Lead Manager to the respective
SCSB.
The Equity Shareholders applying under the ASBA Process would be required to block the entire
amount payable on their application at the time of the submission of the CAF. The SCSB may reject
the application at the time of acceptance of CAF if the bank account with the SCSB details of which
have been provided by the Equity Shareholder in the CAF does not have sufficient funds equivalent
to the amount payable on application mentioned in the CAF. Subsequent to the acceptance of the
application by the SCSB, the Company would have a right to reject the application only on technical
grounds.
Options available to the Equity Shareholders applying under the ASBA Process
The summary of options available to the Equity Shareholders is presented below. You may exercise
any of the following options with regard to the Equity Shares offered, using the respective CAFs
received from Registrar:
Option Available Action Required

Accept whole or part of your entitlement Fill in and sign Part A (All joint holders must sign)
without renouncing the balance.
Accept your entitlement in full and apply for Fill in and sign Part A including Block III relating
additional Equity Shares to the acceptance of entitlement and Block IV
relating to additional Equity Shares (All joint
holders must sign)
The Equity Shareholder applying under the ASBA Process will need to select the ASBA option
process in the CAF and provide required necessary details. However, in cases where this option
is not selected, but the CAF is tendered to the SCSB with the relevant details required under
the ASBA process option and SCSB blocks the requisite amount, then that CAF would be
treated as if the Equity Shareholder has selected to apply through the ASBA process option.
Additional Equity Shares
You are eligible to apply for additional Equity Shares provided you have applied for all the Equity
Shares offered to you without renouncing them in whole or in part
Application for additional Equity Shares shall be considered and allotment shall be made at the sole
discretion of the Board and in consultation if necessary with the Designated Stock Exchange.
The allotment of additional equity shares will be made on an equitable basis with reference to number
of shares held by you on the Book Closure date.
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If you desire to apply for additional Equity Shares, please indicate your requirement in the place
provided for additional Equity Shares in Part A of the CAF.
Renunciation under the ASBA Process
Renouncees cannot participate in the ASBA Process.
Application on Plain Paper
An Equity Shareholder who has neither received the original CAF nor is in a position to obtain the
duplicate CAF may make an application to subscribe to the Issue on plain paper. The Equity
Shareholders should submit the same at a designated banch of a SCSB.
The application on plain paper, duly signed by the applicants including joint holders, in the same
order as per specimen recorded with the Company, must be submitted at a designated branch of a
SCSB on or before the Issue Closing Date and should contain the following particulars:
• Name of the Issuer, being JMC Projects (India) Limited

• Name and address of the Equity Shareholder including joint holders
• Registered Folio Number/ DP and Client ID no.
• Number of Equity Shares held as on Book Closure Date
• Number of Rights Equity Shares entitled
• Number of Rights Equity Shares applied for
• Number of additional Equity Shares applied for, if any
• Total number of Equity Shares applied for
• Total amount paid at the rate of Rs. 110/- per Equity Share
• Savings/Current Account Number alongwith name and address of the SCSB and Branch.
• PAN of the applicant and for each applicant in case of joint names, irrespective of the total value
of the Equity Shares applied for pursuant to the Issue.
• In case of Non Resident Shareholders, NRE/ FCNR/ NRO A/c no., Name and Address of the
SCSB and Branch;
• Authorising such SCSB to block an amount equivalent to the amount payable on the application
in the said bank account maintained with the same SCSB.
If an applicant makes an application in more than one mode i.e. both in the Composite Application
Form and on plain paper, then both the applications may be liable for rejection.
Last date of Application
The last date for submission of the duly filled in CAF / Plain Paper Application is September 23,
2009. The Issue will be kept open for a minimum of 15 (fifteen) days and the Board or any committee
thereof will have the right to extend the said date for such period as it may determine from time to
time but not exceeding 30 (thirty) days from the Issue Opening Date.
367
If the CAF together with the amount payable is not received by the Banker to the Issue/Registrar to
the Issue or if the CAF / Plain Paper Application is not received by the SCSB on or before the close
of banking hours on the aforesaid last date or such date as may be extended by the Board/Committee
of Directors, the offer contained in the Letter of Offer shall be deemed to have been declined and the
Board/Committee of Directors shall be at liberty to dispose off the Equity Shares hereby offered, as
provided under “Term of the Issue - Basis of Allotment” beginning on page 356 of this Letter of
Offer.
Option to receive Equity Shares in Dematerialized Form
EQUITY SHAREHOLDERS UNDER THE ASBA PROCESS MAY PLEASE NOTE THAT
THE EQUITY SHARES OF THE COMPANY UNDER THE ASBA PROCESS CAN ONLY
BE ALLOTTED IN DEMATERIALIZED FORM AND TO THE SAME DEPOSITORY
ACCOUNT IN WHICH THE EQUITY SHARES ARE BEING HELD ON BOOK CLOSURE
DATE.
General instructions for Equity Shareholders applying under the ASBA Process
(a) Please read the instructions printed on the respective CAF carefully.
(b) Application should be made on the printed CAF provided by the Company except as mentioned
under the head Application on Plain Paper and should be completed in all respects. The CAF
found incomplete with regard to any of the particulars required to be given therein, and/or which
are not completed in conformity with the terms of this Letter of Offer are liable to be rejected.
The CAF / Plain Paper Application must be filled in English.
(c) The CAF / Plain Paper Application in the ASBA Process should be submitted at a Designated
Branch of the SCSB and not to the Bankers to the Issue/Collecting Banks (assuming that such
Collecting Bank is not a SCSB) or to the Company or Registrar or Lead Manager to the Issue.
(d) All applicants, and in the case of application in joint names, each of the joint applicants, should
mention his/her PAN number allotted under the Income-Tax Act, 1961, irrespective of the
amount of the application. CAFs / Plain Paper Applications without PAN will be considered
incomplete and are liable to be rejected.
(e) All payments will be made by blocking the amount in the bank account maintained with the
SCSB. Cash payment is not acceptable. In case payment is affected in contravention of this, the
application may be deemed invalid and the application money will be refunded and no interest
will be paid thereon.
(f) Signatures should be either in English or Hindi or in any other language specified in the Eighth
Schedule to the Constitution of India. Signatures other than in English or Hindi and thumb
impression must be attested by a Notary Public or a Special Executive Magistrate under his/her
official seal. The Equity Shareholders must sign the CAF / Plain Paper Application as per the
specimen signature recorded with the Company/or Depositories.
(g) In case of joint holders, all joint holders must sign the relevant part of the CAF / Plain Paper
Application in the same order and as per the specimen signature(s) recorded with the Company.
In case of joint applicants, reference, if any, will be made in the first applicant’s name and all
communication will be addressed to the first applicant.
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(h) All communication in connection with application for the Equity Shares, including any change in
address of the Equity Shareholders should be addressed to the Registrar to the Issue prior to the
date of allotment in this Issue quoting the name of the first/sole applicant Equity Shareholder,
folio numbers and CAF number.
(i) Only the person or persons to whom Equity Shares have been offered and not renouncee(s) shall
be eligible to participate under the ASBA process.
Do’s:
a. Ensure that the ASBA Process option is selected in part A of the CAF and necessary details are
filled in. In case of non-receipt of the CAF, the Application can be made on a Plain Paper with all
the necessary details as required under para ‘Application on Plain Paper’ appearing on Page 367
of the Letter of Offer.
b. Ensure that you submit your application in physical mode only. Electronic mode is only available
with certain SCSBs and not all SCSBs and you should ensure that your SCSB offers such facility
to you.
c. Ensure that the details about your Depository Participant and beneficiary account are correct and
the beneficiary account is activated as Equity Shares will be allotted in the dematerialized form
only.
d. Ensure that the CAF / Plain Paper Application is submitted at the SCSBs whose details of bank
account have been provided in the CAF.
e. Ensure that you have mentioned the correct bank account number in the CAF/ Plain Paper
Application.
f. Ensure that there are sufficient funds (equal to {number of Equity Shares applied for} X {Issue
Price of Equity Shares}) available in the bank account maintained with the SCSB mentioned in
the CAF / Plain Paper Application before submitting the CAF / Plain Paper Application to the
respective Designated Branch of the SCSB.
g. Ensure that you have authorised the SCSB for blocking funds equivalent to the total amount
payable on application mentioned in the CAF/ Plain Paper Application, in the bank account
maintained with the respective SCSB, of which details are provided in the CAF/ Plain Paper
Application and have signed the same.
h. Ensure that you receive an acknowledgement from the SCSB for your submission of the CAF/
Plain Paper Application in physical form.
i. Each applicant should mention their Permanent Account Number (“PAN”) allotted under the
Income Tax Act, 1961.
j. Ensure that the name(s) given in the CAF / Plain Paper Application is exactly the same as the
name(s) in which the beneficiary account is held with the Depository Participant. In case the CAF
is submitted in joint names, ensure that the beneficiary account is also held in same joint names
and such names are in the same sequence in which they appear in the CAF/ Plain Paper
Application.
369
k. Ensure that the Demographic Details are updated, true and correct, in all respects.
Don’ts:
a. Do not apply on duplicate CAF after you have submitted a CAF to a Designated Branch of the
SCSB.
b. Do not pay the amount payable on application in cash, by money order or by postal order.
c. Do not send your physical CAF/ Plain Paper Application to the Lead Manager to Issue / Registrar
/ Collecting Banks (assuming that such Collecting Bank is not a SCSB) / to a branch of the SCSB
which is not a Designated Branch of the SCSB / Company; instead submit the same to a
Designated Branch of the SCSB only.
d. Do not submit the GIR number instead of the PAN as the application is liable to be rejected on
this ground.
e. Do not instruct your respective banks to release the funds blocked under the ASBA Process.
Grounds for Technical Rejection under the ASBA Process
In addition to the grounds listed under “Terms of the Issue - Grounds for Technical Rejection” on
page 356 of this Letter of Offer, applications under the ABSA Process are liable to be rejected on the
following grounds:
a. Application on split form.
b. Application for entitlements or additional shares in physical form.
c. DP ID and Client ID mentioned in CAF/ Plain Paper Application not matching with the DP ID
and Client ID records available with the Registrar.
d. Sending CAF / Plain Paper Application to a Lead Manager / Registrar / Collecting Bank
(assuming that such Collecting Bank is not a SCSB) / to a branch of a SCSB which is not a
Designated Branch of the SCSB / Company.
e. Renouncee applying under the ASBA Process.
f. Insufficient funds are available with the SCSB for blocking the amount.
g. Funds in the bank account with the SCSB whose details are mentioned in the CAF having been
frozen pursuant to regulatory orders.
h. Account holder not signing the CAF / Plain Paper Application or declaration mentioned in the
CAF.
Depository account and bank details for Equity Shareholders applying under the ASBA Process
IT IS MANDATORY FOR ALL THE EQUITY SHAREHOLDERS APPLYING UNDER THE

ASBA PROCESS TO RECEIVE THEIR EQUITY SHARES IN DEMATERIALISED FORM.
ALL EQUITY SHAREHOLDERS APPLYING UNDER THE ASBA PROCESS SHOULD
MENTION THEIR DEPOSITORY PARTICIPANT’S NAME, DEPOSITORY
PARTICIPANT IDENTIFICATION NUMBER AND BENEFICIARY ACCOUNT NUMBER
IN THE CAF/ PLAIN PAPER APPLICATION. EQUITY SHAREHOLDERS APPLYING
UNDER THE ASBA PROCESS MUST ENSURE THAT THE NAME GIVEN IN THE CAF /
PLAIN PAPER APPLICATION IS EXACTLY THE SAME AS THE NAME IN WHICH THE
DEPOSITORY ACCOUNT IS HELD. IN CASE THE CAF / PLAIN PAPER APPLICATION
IS SUBMITTED IN JOINT NAMES, IT SHOULD BE ENSURED THAT THE DEPOSITORY
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ACCOUNT IS ALSO HELD IN THE SAME JOINT NAMES AND ARE IN THE SAME
SEQUENCE IN WHICH THEY APPEAR IN THE CAF / PLAIN PAPER APPLICATION.
Equity Shareholders applying under the ASBA Process should note that on the basis of name of these
Equity Shareholders, Depository Participant’s name and identification number and beneficiary
account number provided by them in the CAF / Plain Paper Application, the Registrar to the Issue
will obtain from the Depository demographic details of these Equity Shareholders such as address,
bank account details for printing on allotment advise or letters intimating unblocking of bank account
and may be delayed if the same once sent to the address obtained from the Depositories are returned
undelivered. Hence, Shareholders applying under the ASBA Process should carefully fill in their
Depository Account details in the CAF / Plain Paper Application.
These Demographic Details would be used for all correspondence with such Equity Shareholders
including mailing of the letters intimating unblock of bank account of the respective Equity
Shareholder. The Demographic Details given by Equity Shareholders in the CAF / Plain Paper
Application would not be used for any other purposes by the Registrar. Hence, Equity Shareholders
are advised to update their Demographic Details as provided to their Depository Participants.
By signing the CAFs / Plain Paper Applications, the Equity Shareholders applying under the ASBA
Process would be deemed to have authorised the Depositories to provide, upon request, to the
Registrar to the Issue, the required Demographic Details as available on its records.
Letters intimating allotment and unblocking (if any) would be mailed at the address of the Equity
Shareholder applying under the ASBA Process as per the Demographic Details received from the
Depositories. Unblocking of Funds, if any, will be made directly to the bank account in the SCSB and
for which the details are provided in the CAF / Plain Paper Application and not the bank account
linked to the DP ID. Equity Shareholders applying under the ASBA Process may note that delivery of
letters intimating unblocking of bank account may get delayed if the same once sent to the address
obtained from the Depositories are returned undelivered. In such an event, the address and other
details given by the Equity Shareholder in the CAF / Plain Paper Application would be used only to
ensure dispatch of letters intimating unblocking of bank account.
Please note that any such delay shall be at the sole risk of the Equity Shareholders applying
under the ASBA Process and none of the Company, the SCSBs or the Lead Manager shall be
liable to compensate the Equity Shareholder applying under the ASBA Process for any losses
caused to such Equity Shareholder due to any such delay or liable to pay any interest for such
delay.
In case no corresponding record is available with the Depositories that match three parameters,
namely, names of the Equity Shareholders (including the order of names of joint holders), the DP ID
and the beneficiary account number, then such applications are liable to be rejected.
INVESTORS MAY PLEASE NOTE THAT THE EQUITY SHARES OF THE COMPANY
CAN BE TRADED ON THE STOCK EXCHANGES ONLY IN DEMATERIALISED FORM.
Basis of Allotment
The basis of allotment shall be finalized in consultation with the Designated Stock Exchange in the
following order of priority:
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(a) Full allotment to the Shareholders who have applied for their rights entitlement either in full or in
part and also to the renouncee(s) who have applied for Equity Shares renounced in their favour, in
full or in part.
(b) In case of fractional entitlement the shares allotted will be rounded off to the higher integer.
(c) Allotment to the shareholders who have applied for all the Equity Shares offered to them as rights
have also applied for additional Equity Shares. The allotment of such additional Equity Shares
will be made as far as possible on an equitable basis with reference to the number of Equity
Shares held on the Book Closure Date in consultation with the Designated Stock Exchange.
(d) Allotment to renouncees who have applied for all the Equity Shares renounced in their favour
have applied for additional shares, provided there is a surplus remaining after (a) ,(b) and (c)
above.
(e) Allotment to any other person as the Board may in its absolute discretion deem fit provided there
is a surplus available after making full allotment under (a), (b), (c) and (d) above.
After taking into account allotment to be made under (a) above, if there is any unsubscribed portion,
the same shall be deemed to be ‘unsubscribed’ for the purpose of regulation 3(1)(b) of the Takeover
Code which would be available for allocation under (b), (c) and (d) above.
The Promoter and promoter group have confirmed by their letters dated March 31, 2009 that they
intend to subscribe to the full extent of their entitlement, being 55.64% of the Issue size, in the Issue.
The Promoter and the promoter group reserve their right to subscribe to their entitlement and/or apply
for additional Equity Shares in the Issue either by themselves or a combination of entities controlled
by them, including by subscribing for renunciation, if any, made by any other shareholder.
As a result of subscription to their entitlement and any unsubscribed portion and consequent
allotment, the Promoter and the promoter group may acquire shares over and above their entitlement
in the Issue, which may result in an increase of their shareholding in the Company. This subscription
and acquisition of such additional Equity Shares by the Promoter and the promoter group, if any, will
not result in change of control of the management of the Company and shall be exempt in terms of the
proviso to Regulation 3(1)(b)(ii) of the Takeover Code. As such, other than meeting the requirements
indicated in the section on “Objects of the Issue” on page 31 of this Letter of Offer, there is no other
intention/purpose for this Issue, including any intention to delist the Company, even if, as a result of
allotments to the Promoter and the Promoter Group, in this Issue, the Promoter’s and the promoter
group’s shareholding in the Company exceeds their current shareholding. Allotment to the Promoter
of any subscribed portion of Equity Shares, over and above its entitlement shall be done in
compliance with the Listing Agreement and other applicable laws prevailing at that time relating to
continuous listing requirements.
The Company hereby confirms that, in case the Issue is completed with the Promoter and the
promoter group subscribing to Equity Shares over and above their entitlement, the public
shareholding in the Company after the Issue will not fall below the minimum level of public
shareholding as specified in the listing conditions or listing agreement.
Allotment /Refund
The Company will issue and dispatch share certificates/demat credit and/ or letters of regret along
with refund order or credit the allotted Equity Shares to the respective beneficiary accounts, if any,
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within a period of fifteen (15) days from the Issue Closing Date. If such money is not repaid within
eight days from the day the Company becomes liable to pay it, the Company shall pay that money
with interest as stipulated under Section 73 of the Companies Act, 1956.
Applicants residing at centres where clearing houses are managed by the Reserve Bank of India
(RBI), will get refunds through ECS (Electronic Clearing Service) only except where applicants are
otherwise disclosed as applicable/eligible to get refunds through direct credit and RTGS provided the
MICR details are recorded with the depositories or the Company.
In case of those applicants who have opted to receive their Rights Entitlement in dematerialized form
using electronic credit under the depository system, an advice regarding their credit of the Equity
Shares shall be given separately. Applicants to whom refunds are made through electronic transfer of
funds will be sent a letter through certificate of posting intimating them about the mode of credit of
refund within a period of fifteen (15) days from the Issue Closing Date.
In case of those Applicants who have opted to receive their Rights Entitlement in physical form, the
Company will issue the corresponding share certificates under Section 113 of the Companies Act or
other applicable provisions, if any.
Any refund order exceeding Rs. 1,500 would be sent by registered post/speed post to the sole/first
applicant’s registered address. Refund orders up to the value of Rs. 1,500 would be sent under
certificate of posting. Such refund orders would be payable at par at all places where the applications
were originally accepted. The same would be marked ‘Account Payee only’ and would be drawn in
favour of the sole/first applicant. Adequate funds would be made available to the Registrar to the
Issue for this purpose.
Payment of Refund
Mode of making refunds

The payment of refund, if any, would be done through various modes in the following order of
reference:
1. ECS (Electronic Clearing Service) – Payment of refund shall be undertaken through ECS for
applicants having an account at any of the following 68 centers: Ahmedabad, Bangalore,
Bhubaneshwar, Kolkata, Chandigarh, Chennai, Guwahati, Hyderabad, Jaipur, Kanpur, Mumbai,
Nagpur, New Delhi, Patna, Thiruvananthapuram (managed by RBI); Baroda, Dehradun, Nashik,
Panaji, Surat, Trichy, Trichur, Jodhpur, Gwalior, Jabalpur, Raipur, Calicut, Siliguri (Non-MICR),
Pondicherry, Hubli, Shimla (Non-MICR), Tirupur, Burdwan (Non-MICR), Durgapur (Non-
MICR), Sholapur, Ranchi, Tirupati (Non-MICR), Dhanbad (Non-MICR), Nellore (Non-MICR)
and Kakinada (Non-MICR) (managed by State Bank of India); Agra, Allahabad, Jalandhar,
Lucknow, Ludhiana, Varanasi, Kolhapur, Aurangabad, Mysore, Erode, Udaipur, Gorakpur and
Jammu (managed by Punjab National Bank); Indore (managed by State Bank of Indore); Pune,
Salem and Jamshedpur (managed by Union Bank of India); Visakhapatnam (managed by Andhra
Bank); Mangalore (managed by Corporation Bank); Coimbatore and Rajkot (managed by Bank of
Baroda); Kochi/Ernakulum (managed by State Bank of Travancore); Bhopal (managed by Central
Bank of India); Madurai (managed by Canara Bank); Amritsar (managed by Oriental Bank of
Commerce); Haldia (Non-MICR) (managed by United Bank of India); Vijaywada (managed by
State Bank of Hyderabad); and Bhilwara (managed by State Bank of Bikaner and Jaipur). This
mode of payment of refunds would be subject to availability of complete bank account details
including the MICR code as appearing on a cheque leaf, from the Depositories. One of the
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methods for payment of refund is through ECS for applicants having a bank account at any of the
abovementioned 68 centers.
2. NEFT (National Electronic Fund Transfer) – Payment of refund shall be undertaken through
NEFT wherever the applicants’ bank has been assigned the Indian Financial System Code (IFSC),
which can be linked to a Magnetic Ink Character Recognition (MICR), if any, available to that
particular bank branch. IFSC Code will be obtained from the website of RBI as on a date
immediately prior to the date of payment of refund, duly mapped with MICR numbers. Wherever
the applicants have registered their nine digit MICR number and their bank account number while
opening and operating the demat account, the same will be duly mapped with the IFSC Code of
that particular bank branch and the payment of refund will be made to the applicants through this
method. The Company in consultation with Lead Manager may decide to use NEFT as a mode of
making refunds. The process flow in respect of refunds by way of NEFT is at an evolving stage
and hence use of NEFT is subject to operational feasibility, cost and process efficiency. In the
event that NEFT is not operationally feasible, the payment of refunds would be made through any
one of the other modes as discussed in this section – “Mode of making refund”.
3. Direct Credit – Applicants having bank accounts with the Bankers to the Issue shall be eligible
to receive refunds through direct credit. Charges, if any, levied by the relevant bank(s) for the
same would be borne by the Company.
4. RTGS (Real Time Gross Settlement) – Applicants having a bank account at any of the centres
where such facility has been made available and whose refund amount exceeds Rs. 10 lakhs, have
the option to receive refund through RTGS. Such eligible applicants who indicate their preference
to receive refund through RTGS are required to provide the IFSC code in the CAF. In the event
the same is not provided, refund shall be made through ECS. Charges, if any, levied by the
Refund Bank(s) for the same would be borne by the Company. Charges, if any, levied by the
applicant’s bank receiving the credit would be borne by the applicant.
5. For all other applicants, including those who have not updated their bank particulars with the
MICR code, the refund orders will be dispatched under certificate of posting for value up to Rs.
1,500 and through Speed Post/ Registered Post for refund orders of Rs. 1,500 and above. Such
refunds will be made by cheques, pay orders or demand drafts drawn in favour of the sole/first
applicant and payable at par.
Printing of Bank Particulars on Refund Order
As a matter of precaution against possible fraudulent encashment of refund orders due to loss or
misplacement, the particulars of the applicant’s bank account are mandatorily required to be given for
printing on the refund orders. Bank account particulars will be printed on the refund orders which can
then be deposited only in the account specified. The Company will in no way be responsible if any
loss occurs through these instruments falling into improper hands either through forgery or fraud.
Allotment advice/Share Certificates/Demat Credit
Allotment advice/share certificates/demat credit will be dispatched to the registered address of the
first named applicant or respective beneficiary accounts will be credited within 15 (fifteen) days, from
the date of closure of the subscription list.
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Option to receive Equity Shares in Dematerialised
Applicants to the Equity Shares of the Company issued through this Issue shall be allotted the Equity
Shares in dematerialised (electronic) form at the option of the applicant. The Company signed
tripartite agreements with National Securities Depository Limited (NSDL) and Pinnacle Shares
Registry Pvt. Limited on December 23, 1999 and Central Depository Services (India) Limited
(CDSL) and Pinnacle Shares Registry Limited on December 17, 1999, which enable the Investors to
hold and trade in Equity Shares in a dematerialised form, instead of holding the Equity Shares in the
form of physical certificates.
An applicant has the option to seek allotment in physical or demat mode. In this Issue, the allottees
who have opted for Equity Shares in dematerialised form will receive their Equity Shares in the form
of an electronic credit to their beneficiary account with a depository participant. Investor will have to
give the relevant particulars for this purpose in the appropriate place in the CAF. Applications, which
do not accurately contain this information, will be given the Equity Shares in physical form. No
separate applications for Equity Shares in physical and/or dematerialized form should be made. If
such applications are made, the application for physical Equity Shares will be liable to be rejected.
THE EQUITY SHARES OF THE COMPANY WILL BE LISTED ON THE BSE AND NSE
Procedure for availing the facility for allotment of Equity Shares in this Issue in the electronic form is
as under:
• Open a beneficiary account with any depository participant (care should be taken that the
beneficiary account should carry the name of the holder in the same manner as is exhibited in the
records of the Company. In the case of joint holding, the beneficiary account should be opened
carrying the names of the holders in the same order as with the Company). In case of Investors
having various folios in the Company with different joint holders, the Investors will have to open
separate accounts for such holdings. Those Equity Shareholders who have already opened such
Beneficiary Account (s) need not adhere to this step.
• For Equity Shareholders already holding Equity Shares of the Company in dematerialized form as
on the Book Closure Date, the beneficial account number shall be printed on the CAF. For those
who open accounts later or those who change their accounts and wish to receive their Equity
Shares pursuant to this Issue by way of credit to such account, the necessary details of their
beneficiary account should be filled in the space provided in the CAF. It may be noted that the
allotment of Equity Shares arising out of this Issue may be made in dematerialized form even if
the original Equity Shares of the Company are not dematerialized. Nonetheless, it should be
ensured that the Depository Account is in the name(s) of the Equity Shareholders and the names
are in the same order as in the records of the Company.
Responsibility for correctness of information (including applicant’s age and other details) filled in
the CAF vis-a-vis such information with the applicant’s depository participant, would rest with
the applicant. Applicants should ensure that the names of the applicants and the order in which
they appear in CAF should be the same as registered with the applicant’s depository participant.
If incomplete /incorrect beneficiary account details are given in the CAF the applicant will get
Equity Shares in physical form.
The Equity Shares pursuant to this Issue allotted to investors opting for dematerialized form,
would be directly credited to the beneficiary account as given in the CAF after verification.
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Allotment advice, refund order (if any) would be sent directly to the applicant by the Registrar to
the Issue but the applicant’s depository participant will provide to him the confirmation of the
credit of such Equity Shares to the applicant’s depository account.
Renouncees will also have to provide the necessary details about their beneficiary account for
allotment of Equity Shares in this Issue. In case these details are incomplete or incorrect, the
application is liable to be rejected.
General Instructions for applicants
(a) Please read the instructions printed on the enclosed CAF carefully.
(b) Application should be made on the printed CAF, provided by the Company except as
mentioned under the head Application on Plain Paper and should be completed in all respects.
The CAF found incomplete with regard to any of the particulars required to be given therein,
and/ or which are not completed in conformity with the terms of the Letter of Offer are liable
to be rejected and the money paid, if any, in respect thereof will be refunded without interest
and after deduction of bank commission and other charges, if any. The CAF must be filled in
English and the names of all the applicants, details of occupation, address, father’s /
husband’s name must be filled in block letters.
(c) The CAF together with cheque / demand draft should be sent to the Bankers to the Issue /
Collecting Bank or to the Registrar to the Issue and not to the Company or Lead Manager to
the Issue. Applicants residing at places other than cities where the branches of the Bankers to
the Issue have been authorised by the Company for collecting applications, will have to make
payment by Demand Draft payable at Mumbai of amount net of bank and postal charges, and
send their application forms to the Registrar to the Issue by REGISTERED POST. If any
portion of the CAF is / are detached or separated, such application is liable to be rejected.
(d) Applications for any value made by the applicant or in the case of application in joint names,
each of the applicants, should mention his/ her PAN allotted under the Income-Tax Act,
1961. CAF without PAN will be considered incomplete and are liable to be rejected.
(e) Applicants are advised that it is mandatory to provide information as to their savings/current
account number and the name of the Bank with whom such account is held in the CAF to
enable the Registrar to the Issue to print the said details in the refund orders, if any, after the
names of the payees. Application not containing such details is liable to be rejected.
(f) All payment should be made by cheque/DD only. Cash payment is not acceptable. In case
payment is affected in contravention of this, the application may be deemed invalid and the
application money will be refunded and no interest will be paid thereon.
(g) Signatures should be either in English or Hindi or in any other language specified in the
Eighth Schedule to the Constitution of India. Signatures other than in English or Hindi and
thumb impression must be attested by a Notary Public or a Special Executive Magistrate
under his/ her official seal. The Equity Shareholders must sign the CAF as per the specimen
signature recorded with the Company or depositories.
(h) In case of an application under power of attorney or by a body corporate or by a society, a

certified true copy of the relevant power of attorney or relevant resolution or authority to the
signatory to make the relevant investment under this Issue and to sign the application and a
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copy of the Memorandum and Articles of Association and / or bye laws of such body
corporate or society must be lodged with the Registrar to the Issue giving reference of the
serial number of the CAF. In case the above referred documents are already registered with
the Company, the same need not be furnished again. In case these papers are sent to any other
entity besides the Registrar to the Issue or are sent after the Issue Closing Date, then the
application is liable to be rejected. In no case should these papers be attached to the
application submitted to the Bankers to the Issue.
(i) In case of joint holders, all joint holders must sign the relevant part of the CAF in the same
order and as per the specimen signature(s) recorded with the Company. Further, in case of
joint applicants who are renouncees, the number of applicants should not exceed three. In
case of joint applicants, reference, if any, will be made in the first applicant’s name and all
communication will be addressed to the first applicant.
(j) Application(s) received from Non-Resident / NRIs, or persons of Indian origin residing
abroad for allotment of Equity Shares shall, inter alia, be subject to conditions, as may be
imposed from time to time by the RBI under FEMA in the matter of refund of application
money, allotment of Equity Shares, subsequent issue and allotment of Equity Shares, interest,
export of share certificates, etc. In case a Non-Resident or NRI Equity Shareholder has
specific approval from the RBI, in connection with his shareholding, he should enclose a
copy of such approval with the CAF.
(k) All communication in connection with application for the Equity Shares, including any
change in address of the Equity Shareholders should be addressed to the Registrar to the Issue
prior to the date of allotment in this Issue quoting the name of the first / sole applicant Equity
Shareholder, folio numbers and CAF number. Please note that any intimation for change of
address of Equity Shareholders, after the date of allotment, should be sent to the Registrar and
Transfer Agent of the Company, in case of Equity Shares held in physical form and to the
respective depository participant, in case of Equity Shares held in dematerialized form.
(l) Split forms cannot be re-split.
(m) Only the person or persons to whom Equity Shares have been offered and not renouncee(s)
shall be entitled to obtain split forms.
(n) Applicants must write their CAF number at the back of the cheque / demand draft.
(o) Terms of Payment - Only one mode of payment per application should be used. The
payment must be either by cheque or demand draft drawn on any of the banks, including a
co-operative bank, which is situated at and is a member or a sub member of the Bankers
Clearing House located at the centre indicated on the reverse of the CAF where the
application is to be submitted. A separate cheque / draft must accompany each CAF.
Outstation cheques / demand drafts or postdated cheques and postal / money orders will not
be accepted and applications accompanied by such cheques / demand drafts / money orders or
postal orders will be rejected. The Registrar will not accept payment against application if
made in cash. (For payment against application in cash please refer point (f) above)
(p) No receipt will be issued for application money received. The Bankers to the Issue /
Collecting Bank/ Registrar will acknowledge receipt of the same by stamping and returning
the acknowledgment slip at the bottom of the CAF.
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Grounds for Technical Rejection
Applicants are advised to note that applications are liable to be rejected on technical grounds,
including the following:
• Amount paid does not tally with the amount payable for;
• Bank account details (for refund) are not given;
• Age of First Applicant not given while completing Part C of the CAF;
• PAN not mentioned for Application of any value;
• In case of Application under power of attorney or by limited companies, corporate, trust, etc.,
relevant documents are not submitted;
• If the signature of the existing shareholder does not match with the one given on the Application
Form and for renouncees if the signature does not match with the records available with their
depositories;
• If the Applicant desires to have shares in electronic form, but the Application Form does not have
the Applicant’s depository account details;
• Application Forms are not submitted by the Applicants within the time prescribed as per the
Application Form and the Letter of Offer;
• Applications not duly signed by the sole/joint Applicants;
• Applications by OCBs unless accompanied by specific approval from the RBI permitting the
OCBs to invest in the Issue;
• In case no corresponding record is available with the Depositories that matches three parameters,
namely, names of the Applicants (including the order of names of joint holders), the Depository
Participant’s identity (DP ID) and the beneficiary’s identity;
• Applications by ineligible Non-residents (including on account of restriction or prohibition under
applicable local laws) and where last available address in India has not been provided;
• Applications where the Company believes that CAF is incomplete or acceptance of such CAF
may infringe applicable legal or regulatory requirements;
• Multiple Applications; and
• Duplicate applications including cases where an applicant submits CAF along with a plain paper
application.
Mode of payment for Resident Equity Shareholders/Applicants
• All cheques /drafts accompanying the CAF should be drawn in favour of “JMC- RIGHTS
ISSUE” and marked ‘A/c Payee only’
• Applicants residing at places other than places where the bank collection centres have been
designated are requested to send their applications directly to the Registrar to the Issue by
registered post/speed post together with their Cheque /Demand Draft (net of Bank and postal
charges) drawn in favour of “JMC- RIGHTS ISSUE” payable at Mumbai on or before the closure
of the Issue. The Company or the Registrar to the Issue will not be responsible for postal delays
or loss of applications in transit, if any.
Mode of payment for Non-Resident Equity Shareholders/ Applicants
As regards the application by non-resident equity shareholders, the following further conditions shall
apply:
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Application with repatriation benefits
Non Resident shareholders applying on repatriable basis, can either send their applications directly to
the Registrar to the Issue together with Cheque / Demand Draft (net of Bank and postal charges)
drawn in favour of “JMC- RIGHTS ISSUE - NR” payable at Mumbai or can submit their
application along with requisite cheque / demand draft at aforesaid specified branches where the
cheque/DD will be payable at Mumbai on or before the closure of the Issue. Payment by NRIs/ FIIs/
foreign investors must be made by demand draft/cheque payable at Mumbai or funds remitted from
abroad in any of the following ways:
• By Indian Rupee drafts purchased from abroad and payable at Mumbai or funds remitted from
abroad (submitted along with Foreign Inward Remittance Certificate); or
• By cheque / draft on a Non-Resident External Account (NRE) or FCNR Account maintained in

Mumbai; or
• By Rupee draft purchased by debit to NRE/ FCNR Account maintained elsewhere in India and
payable in Mumbai; or
• FIIs registered with SEBI must remit funds from special non-resident Rupee deposit account.
• Payments through Non Resident Ordinary Account (NR(O) a/c) will not be permitted.
• All cheques/drafts submitted by non-residents applying on repatriable basis should be drawn in

favour of “JMC- RIGHTS ISSUE - NR” payable at Mumbai and crossed ‘A/c Payee only’ for the
amount payable.
A separate cheque or bank draft must accompany each application form. Applicants may note that
where payment is made by drafts purchased from NRE/FCNR accounts as the case may be, an
Account Debit Certificate from the bank issuing the draft confirming that the draft has been issued by
debiting the NRE/FCNR account should be enclosed with the CAF. In the absence of the above the
application shall be considered incomplete and is liable to be rejected.
Application without repatriation benefits
As far as non-residents holding shares on non-repatriation basis is concerned, in addition to the modes
specified above, payment may also be made by way of cheque drawn on Non-Resident (Ordinary)
Account maintained in Mumbai or Rupee Draft purchased out of NRO Account maintained elsewhere
in India but payable at Mumbai. In such cases, the allotment of Equity Shares will be on non-
repatriation basis. In such cases, refund, dividend, interest and other disbursement, if any, will be
payable in Indian Rupees only.
Non Resident shareholders applying on non-repatriable basis, can either send their applications
directly to the Registrar to the Issue together with Cheque / Demand Draft (net of Bank and postal
charges) drawn in favour of “JMC - RIGHTS ISSUE” payable at Mumbai or can submit their
application along with requisite cheque / demand draft at aforesaid specified branches where the
cheque / DD will be payable at MumbAI on or before the closure of the Issue. The CAF duly
completed together with the amount payable on application must be deposited with the Collecting
Bank indicated on the reverse of the CAF before the close of banking hours on or before the Issue
Closing Date. A separate cheque or bank draft must accompany each CAF. You are requested to
379
mention the folio number and the CAF number on the reverse of the cheque/demand draft. The
application should be accompanied by a non-repatriation undertaking as per the forms prescribed by
RBI
If the payment is made by a draft purchased from an NRO account, an Account Debit Certificate from
the bank issuing the draft, confirming that the draft has been issued by debiting the NRO account,
should be enclosed with the CAF. In the absence of the above, the application shall be considered
incomplete and is liable to be rejected. Payment by way of cash shall not be accepted
New demat account shall be opened for holders who have had a change in status from resident Indian
to NRI.
Note:
• In case where repatriation benefit is available, interest, dividend, sales proceeds derived from the
investment in Equity Shares can be remitted outside India, subject to tax, as applicable according
to Income Tax Act, 1961.
• In case Equity Shares are allotted on non-repatriation basis, the dividend and sale proceeds of the
Equity Shares cannot be remitted outside India.
• The CAF duly completed together with the amount payable on application must be deposited with
the Collecting Bank indicated on the reverse of the CAF before the close of banking hours on or
before the Issue Closing Date. A separate cheque or bank draft must accompany each CAF.
• In case of an application received from non-residents, allotment, refunds and other distribution, if
any, will be made in accordance with the guidelines/ rules prescribed by RBI as applicable at the
time of making such allotment, remittance and subject to necessary approvals.
The Company is not responsible for any postal delay/loss in transit on this account and applications
received through mail after closure of the issue are liable to be rejected. Applications through mail
should not be sent in any other manner except as mentioned above. The CAF along with the
Application Money must not be sent to the Company or the Lead Manager or the Registrar except
stated otherwise. The Applicants are requested to strictly adhere to these instructions.
Renouncees who are NRI/FII/Non Resident should submit application either by hand delivery or by
registered post with acknowledgement due to Registrar to the Issue only at the below mentioned
address along with cheque/demand draft payable at Mumbai so that the same are received on or
before the closure of the Issue.
Link Intime India Pvt. Ltd.

C-13, Pannalal Silk Mill Compound
LBS Marg, Bhandup (West)
Mumbai 400 078
Tel: +91-22-2596 0320
Fax: +91-22-2596 0329
Interest in Case of Delay on Allotment/Despatch
The Company will issue and allot and despatch Letter(s) of Allotment/Share Certificate(s) and/or
Letter(s) of Regret along with the Refund Orders, if any, credit the allotted securities to the
beneficiary account within a period of 15 days from the date of closure of the subscription list. Such
refund orders, in the form of MICR warrants/cheque/pay order/demand draft, marked “Account
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payee” would be drawn in the name of a sole/first applicant and will be payable at par at all the
centers where the applications were originally accepted. If such allotment, and the money is not
repaid within 8 days from the day the Company becomes liable to pay it, the Company shall, as
stipulated under sub-sections (2) and (2A) of Section 73 of the Companies Act, 1956, pay that money
with interest at the rate of 15% p.a. Letter(s) of Allotment/ Share Certificate/Refund Order(s) above
the value of Rs.1,500/- will be despatched by Registered Post to the sole/ first applicant’s address.
However, Refund Orders for values not exceeding Rs.1,500/- shall be sent to the applicants under
Postal Certificate at the applicant’s sole risk at his address. The Company would make adequate funds
available to the Registrar to the Issue for this purpose.
Underwriting / Standby arrangements
The present Issue is not underwritten and the Company has not made any standby arrangements for
the Issue.
Investment by FIIs
In accordance with the current regulations, the following restrictions are applicable for investment by
FIIs;
The issue of Equity Shares under this issue to a single FII should not exceed 10% of the post-issue
paid up capital of the company. In respect of an FII investing in the Equity shares on behalf of its sub-
accounts, the investment on behalf of each sub-account shall not exceed 10% of the total paid-up
capital of the Company or 5% of the total issued capital in case such sub-account is a foreign
corporate or an individual. In accordance with foreign investment limits applicable to the Company,
the total FII investment cannot exceed 24% of the total paid-up capital of the Company. With the
approval of the board and the shareholders by way of a special resolution, the aggregate FII holding
can go up to 100%. As of date, the FII investment in the Company is limited to 24% of the total paid-
up capital of the Company.
Disposal of application and application money
No acknowledgment will be issued for the application moneys received by the Company. However,
the Bankers to the Issue / Registrar to the Issue receiving the CAF will acknowledge its receipt by
stamping and returning the acknowledgment slip at the bottom of each CAF.
The Board reserves its full, unqualified and absolute right to accept or reject any application, in whole
or in part, and in either case without assigning any reason thereto.
In case an application is rejected in full, the whole of the application money received will be
refunded. Wherever an application is rejected in part, the balance of application money, if any, after
adjusting any money due on Equity Shares allotted, will be refunded to the applicant within fifteen
days from the close of the Issue in accordance with section 73 of the Act.
For further instruction, please read the CAF carefully.
Utilisation of Issue Proceeds
The Board of Directors declares that:

i. The funds received against this Issue will be transferred to a separate bank account other than the
bank account referred to sub-section (3) of Section 73 of the Act.
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ii. Details of all moneys utilised out of the Issue shall be disclosed under an appropriate separate
head in the balance sheet of the Company indicating the purpose for which such moneys has been
utilised.
iii. Details of all such unutilised moneys out of the Issue, if any, shall be disclosed under an
appropriate separate head in the balance sheet of the Company indicating the form in which such
unutilised moneys have been invested.
Utilisation of Proceeds
The sum received against this Issue will be kept in a separate bank account and the Company will
have any access to such funds only after the Basis of Allotment is finalised in consultation with the
Designated Stock Exchange.
Undertaking by the Company
The Company has given undertakings that:
1. The complaints received in respect of the Issue shall be attended to by the Company
expeditiously and satisfactorily.
2. All steps for completion of the necessary formalities for listing and commencement of trading at
all Stock Exchanges where the Equity Shares are to be listed will be taken within seven working
days of finalization of basis of allotment.
3. The funds required for dispatch of refund orders/ allotment letters/ certificates by registered post
shall be made available to the Registrar to the Issue.
4. The certificates of the Equity Shares/ refund orders to the non-resident Indians shall be dispatched
within the specified time.
5. Except as disclosed, no further issue of Equity Shares affecting equity capital of the Company
shall be made till the Equity Shares issued/offered through the Issue are listed or till the
application moneys are refunded on account of non-listing, under-subscription etc.
6. The Company accepts full responsibility for the accuracy of information given in this Letter of
Offer and confirms that to best of its knowledge and belief, there are no other facts the omission
of which makes any statement made in this Letter of Offer misleading and further confirms that it
has made all reasonable enquiries to ascertain such facts.
7. Other than the disclosures made in the instant Letter of Offer dated August 25, 2009, nothing
material has changed in respect of disclosures made by us at the time of their previous issue in the
Letter of Offer dated September 14, 2006.
8. A copy of the Letter of Offer of the immediately preceding rights issue will be made available to
the public as specified under clause 5.6.2(ii) and also as a document for public inspection.
9. All information shall be made available by the Lead Manager and the Issuer to the investors at
large and no selective or additional information would be available for a section of the investors
in any manner whatsoever including at road shows, presentations, in research or sales reports etc.
Important
• Please read the Letter of Offer carefully before taking any action. The instructions contained in
the accompanying Composite Application Form (CAF) are an integral part of the conditions of
the Letter of Offer and must be carefully followed; otherwise the application is liable to be
rejected.
• All enquiries in connection with this Letter of Offer or accompanying CAF and requests for Split
Application Forms must be addressed (quoting the Registered Folio Number/ DP and Client ID
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number, the CAF number and the name of the first Equity Shareholder as mentioned on the CAF
and superscribed ‘JMC Projects (India) Ltd.- Rights Issue’ on the envelope) to the Registrar to the
Issue at the following address:
• It is to be specifically noted that this Issue of Equity Shares is subject to the section entitled ‘Risk
Factors’ beginning on page viii of this Letter of Offer.
• The Issue will be kept open for a minimum period of 15 (fifteen) days and the Board or any
committee thereof will have the right to extend the said date for such period as it may determine
from time to time but not exceeding 30 (thirty) days from the Issue Opening Date.
• The Company will not be liable for any postal delays and applications received through mail
after the closure of the Issue, are liable to be rejected and returned to the applicants.
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MAIN PROVISIONS OF ARTICLES OF ASSOCIATION
Share Capital and Variation of Rights

5(a) The Authorised Share Capital of the Company is Rs. 50,00,00,000/- (Rupees Fifty Crore Only)
divided into 2,47,50,000 (Two Crore Forty Seven Lacs Fifty Thousand) Equity Shares of Rs.
10/- each and 12,50,000 (Twelve Lacs Fifty Thousand) Preference Shares of Rs. 202/- each,
with power to increase or reduce the share capital of the Company and to divide the share
capital for the time being into several classes and to attach thereto respectively such preferential,
qualified or special rights, privileges or conditions as may be determined by or in accordance
with the Articles of Association of the company and to vary, modify or abrogate any such rights,
privileges or conditions in such manner as may for the time being be provided by the Articles of
Association of the Company.
(b) Subject to the rights of the holders of any other shares entitled by the terms of issue to
preferential repayment over the equity shares in the event of winding up of the Company, the
holders of the equity shares shall be entitled to be repaid the amounts of capital paid up or
credited as paid up on such equity shares and all surplus assets thereafter shall belong to the
holders of the equity shares in proportion to the amount paid up or credited as paid up on such
equity shares respectively at the commencement of the winding up.
Increase, reduction and alteration of capital
6. The Company may from time to time in general meeting increase its share capital by the issue
of new shares of such amounts as it thinks expedient.
On what conditions the new shares may be issued
(a) Subject to the provisions of sections 80, 81 and 85 to 90 of the Act, the new shares shall be
issued upon such terms and conditions and with such rights and privileges annexed thereto by
the general meeting creating the same as shall be directed and if no direction be given as the
Directors shall determine and in particular such shares may be issued subject to the provisions
of the said sections with a preferential or qualified right to dividends and in distribution of
assets of the Company and subject to the provisions of the said sections with special or without
and right of voting and subject to the provisions of Section 80 of the Act any preference shares
may be issued on the terms that they are or at the option of the Company are to be liable
redeemed.
Further issue of Capital
(b) Where at any time after the expiry of two years from the formation of the Company or at any
time after the expiry of one year from the allotment of shares in the Company made for the first
time after its formation, whichever is earlier, it is proposed to increase the subscribed capital of
the Company by allotment of further shares, whether out of unissued share capital or out of the
increased share capital.
(i) such further shares shall be offered to the persons who at the date of offer, are
holders of the equity shares of the Company, in proportion, as nearly as
circumstances admit, to the capital paid up on those shares at that date.
(ii) the offer aforesaid shall be made by a notice specifying the number shares offered
and limiting a time not being less than one month from the date of the offer within
which the offer, if not accepted, will be deemed to have been declined.
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(iii) the offer aforesaid shall be deemed to include a right exercisable by the person
concerned to renounce the shares offered to him or any of them in favour of any
other person and the notice shall contain a statement of this right.
(iv) after the expiry of the time specified in the notice aforesaid or on receipt of earlier
intimation from the person to whom such notice is given that he declines to accept
the shares offered, the Board may dispose of them in such manner as they think
most beneficial to the Company.
(c) Notwithstanding anything contained in the preceding sub-clause the Company may :
(i) by a special resolution; or
(ii) where no such special resolution is passed if the votes cast (whether on a show of
hands or on a poll, as the case may be) in favour of the proposal contained in the
resolution moved in that general meeting (including the casting vote, if any, of the
Chairman) by members who, being entitled so to do, vote in person, or where
proxies are allowed, by proxy, exceed the votes, if any, cast against the proposal by
members so entitled and voting and the Central Government is satisfied, on an
application made by the Board of Directors in this behalf, that the proposal is most
beneficial to the Company.
Offer further shares to any person or persons, and such person or persons may or
may not include the person/s who at the date of the offer, are the holders of the
equity shares of the Company.
(d) Notwithstanding anything contained in sub-clause (a) above, but subject, however, to Section
81(3) of the Act, the Company may increase its subscribed capital on exercise of an option
attached to the debentures issued or loans raised by the Company to convert such debentures or
loans into shares, or to subscribe for shares in the Company.
Directors may allot shares as fully paid up
(e) Subject to the provisions of the Act and these Articles, the Directors may issue and allot shares
in the capital of the Company on payment or part payment for any property or assets of any
kind whatsoever sold or transferred, goods or machinery supplied or for services rendered to
the Company in the conduct of its business and any shares which may be so allotted may be
issued as fully paid up or partially paid up otherwise than in cash, and if so issued, shall be
deemed to be fully paid up or partly paid up shares as the case may be.
Same as original capital
(f) Except so far as otherwise provided by the conditions of issue or by these presents, any capital
raised by the creation of new shares shall be considered as part of the original capital and shall
be subject to the provisions herein contained with reference to the payment of calls,
instalments, transfers, transmission, forfeiture, lien, surrender, voting and otherwise.
Power to issue Redeemable Preference Shares
7. (a) Subject to the provisions of Section 80 of the Act and subject to the provisions on which
any shares may have been issued, the Company may issue preference shares which are or
at the option of the Company are liable to be redeemed;
Provided that :
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(i) no such shares shall be redeemed except out of the profits of the Company which
would otherwise be available for dividend or out of the proceeds of a fresh issue of
Shares made for the purpose of redemption;
(ii) no such shares shall be redeemed unless they are fully paid;
(iii) the premium, if any, payable on redemption shall have been provided for out of the
profits of the Company or out of the Company’s share premium account before the
shares are redeemed;
(iv) where any such shares are redeemed otherwise than out of the proceeds of a fresh
issue, there shall, out of profits which would otherwise have been available for
dividend, be transferred to a reserve fund, to be called “the capital redemption
reserve account”, a sum equal to the nominal amount of the shares redeemed; and
the provisions of the Act relating to the reduction of the share capital of the
Company shall, except as provided in Section 80 of the Act, apply as if the capital
redemption reserve account were paid up share capital of the Company.
(b) Subject to the provisions of Section 80 of the Act and subject to the provisions on which
any shares may have been issued, the redemption of preference shares may be effected on
such terms and in such manner as may be provided in these Articles or by the terms and
conditions of their issue and subject thereto in such manner as the Directors may think fit.
(c) The redemption of preference shares under these provisions by the Company shall not be
taken as reducing the amount of its authorised share Capital.
(d) Where in pursuance of this Article, the Company has redeemed or its about to redeem
any preference shares, it shall have power to issue shares upto the nominal amount of the
shares redeemed or to be redeemed as if those shares had never been issued; and
accordingly the Share Capital of the Company shall not, for the purpose of calculating the
fees payable under Section 611 of the Act, be deemed to be increased by the issue of
shares in pursuance of this clause.
Provided that where new shares are issued before the redemption of the old shares, the
new shares shall not so far as relates to stamp duty be deemed to have been issued in
pursuance of this clause unless the old shares are redeemed within one month after the
issue of the new shares.
(e) The Capital Redemption Reserve Account may, notwithstanding anything in this Article,
be applied by the Company, in paying up unissued shares of the Company to be issued to
members of the Company as fully paid bonus shares.
Provision in case of Redemption of preference Shares
8. The Company shall be at liberty at any time, either at one time or from time to time as the
Company shall think fit, by giving not less than six months’ previous notice in writing to the
holders of the preference shares to redeem at par the whole or part of the preference shares for
the time being outstanding, by payment of the nominal amount thereof with dividend calculated
upto the date or dates notified for payment (and for this purpose the dividend shall be deemed to
accrue and due from day to day) and in the case of redemption of part of the preference shares
the following provisions shall take effect :
(a) The shares to be redeemed shall be determined by drawing of lots which the Company
shall cause to be made as its registered office in the presence of one Director at least; and
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(b) Forthwith after every such drawing, the Company shall notify the shareholders whose
shares have been drawn for redemption its intention to redeem such shares by payment at
the registered office of the Company at the time and on the date to be named against
surrender of the Certificates in respect of the shares to be so redeemed and at the time and
date so notified each such shareholder shall be bound to surrender to the Company the
Share Certificates in respect of the Shares to be redeemed and thereupon the Company
shall pay the amount payable to such shareholders in respect of such redemption. The
shares to be redeemed shall cease to carry dividend from the date named for payment as
aforesaid. Where any such certificate comprises any shares which have not been drawn
for redemption, the Company shall issue to the holder thereof a fresh certificate thereof.
Division, Sub-Division, Consolidation, Conversion and Cancellation and Shares
10. Subject to the provisions of Section 94 of the Act, the Company in general meeting may by an
ordinary resolution alter the conditions of its Memorandum as follows, that is to say, it may;
(a) consolidate and divide all or any of its Share Capital into shares of larger amount than its
existing shares;
(b) sub-divide its shares or any of them into shares of smaller amount than originally fixed
by the Memorandum subject nevertheless to the provisions of the Act in that behalf and
so however that in the sub-division the proportion between the amount paid and the
amount if any, unpaid on each reduced share shall be the same as it was in the case of the
share from which the reduced share is derived and so that as between the holders of the
shares resulting from such sub-division one or more of such shares may, subject to the
provisions of the Act, be given any preference or advantage over the others or any other
such shares.
(c) convert, all or any of its fully paid up shares into stock, and re-convert that stock into
fully paid up shares of any denomination.
(d) cancel, shares which at the date of such general meeting have not been taken or agreed to
be taken by any person, and diminish the amount of its share capital by the amount of the
shares so cancelled.
Modifications of rights
12. If at any time the share capital, by reason of the issue of Preference Shares or otherwise, is
divided into different classes of shares, all or any of the rights and privileges attached to any
class (unless otherwise provided by the terms of issue of the shares of that class) may, subject to
the provisions of Sections 106 and 107 of the Act and whether or not the Company is being
wound up, be varied, modified, commuted, affected or abrogated with the consent in writing of
the holders of three-fourths in nominal value of the issued shares of that class or with the
sanction of a Special Resolution passed as a separate general meeting of the holders of the
Shares of that class. This Article shall not derogate from any power which the Company would
have if this Article were omitted. The provisions of these Articles relating to general meetings
shall mutatis mutandis apply to every such separate meeting but so that if at any adjourned
meeting of such holders a quorum as defined in Articles 102 is not present, those persons who
are present shall be quorum.
Buy-Back of shares
12A. Notwithstanding anything contained in any other Article of the Articles of Associations, but
subject to the provisions of Section 77A and 77B of the Act and Securities and Exchange Board
of India (Buy Back of Securities) Regulations 1998 as may be in force at any time and from
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time to time, the Company may acquire, purchase, own, resale any of its own fully/partly paid
or redeemable shares and any other security as may be specified under the Act, Rules and
Regulations from time to time and may make payment thereof out of funds at its disposal or in
any manner as may be permissible or in respect of such acquisition / purchase on such terms and
conditions and at such time or times in one or more installments as the Board may its discretion
decide and deem fit. Such shares which are so bought back by the company may either
extinguished and destroyed or reissued as may be permitted under the Act or Regulations as
may be inforce at relevant time subject to such terms and conditions as may be decided by the
Board and subject further to the rules & regulations governing such issue.
Shares & Certificates

Register of Members and Debenture holders
15. (a) The Company shall cause to be kept a Register of Members and an Index of Members in
accordance with Sections 150 and 151 of the Act and Register and Index of Debenture
holders in accordance with Section 152 of the Act. The Company may also keep a foreign
Register of Members and Debenture holders in accordance with Section 157 of the Act.
(b) The Company shall also comply with the provisions of Sections 159 and 161 of the Act
as to filling of Annual Returns.
(c) The Company shall duly comply with the provisions of Section 163 of the Act in regard
to keeping of the Registers, Indexes, copies of Annual Returns and giving inspection
thereof and furnishing copies thereof.
Shares under the control of the Board
19. Subject to the provisions of Section 81 of the Act and these Articles the shares in the Capital of
the Company for the time being shall be under the control of the Directors who may issue, allot
or otherwise dispose of the same or any of them to such persons, in such proportion and on such
terms and conditions and either at a premium or at par or (subject to compliance with the
provisions of Section 79 of the Act) at a discount and at such time as they may from time to
time think fit and with the sanction of the Company in general meeting to give to any person the
option to call for any shares either at par or at a premium during such time and for such
consideration as the Directors think fit, and may issue and allot shares in the capital of the
Company on payment in full or part for any property sold and transferred or for services
rendered to the Company in the conduct of its business and any shares which may be so allotted
may be issued as fully paid up shares and if so issued, shall be deemed to be fully paid shares.
Issue of Certificates of Shares
26. (a) The issue of certificates of shares or of duplicate or renewal of certificates of shares shall
be governed by the provisions of Section 84 and other provisions of the Act, as may be
applicable and by the Rules or notifications or orders, if any, which may be prescribed or
made by competent authority under the Act or Rules or any other law. The Directors may
also comply with the provisions of such rules or regulations of any stock exchange where
the shares of the Company may be listed for the time being.
(b) The certificate of title to shares shall be issued under the Seal of the Company and shall
be signed by such Directors or others authorised persons as may be prescribed by the
Rules made under the Act from time to time and subject thereto shall be signed in such
manner and by such persons as the Directors may determine from time to time.
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(c) The Company shall comply with all rules and regulations and other directions which may
be made by any competent authority under Section 84 of the Act.
Limitation of time of issue of certificate
27. (a) Every member shall be entitled, without payment, to one certificate for all the shares of
each class or denomination registered in his name, or if the Directors so approve (upon
paying such fee as the Directors may from time to time determine) to several certificates,
each for one or more of such shares and the company shall complete and have ready for
delivery such Certificates within the time provided by Section 113 of the Act unless the
conditions of issue thereof otherwise provide. Every certificate of shares shall be under
the seal of the Company and shall specify the number and distinctive numbers of the
shares in respect of which it is issued and the amount paid up thereon and shall be in such
form as the Director shall prescribe or approve provided that in respect of a Share or
shares held jointly by several persons the Company shall not be bound to issue more than
one certificate and delivery of a certificate of shares to one of several joint holders shall
be sufficient delivery to all such holders.
(b) The Company shall not entertain any application for split of share/debenture certificate
for less than 10 (Ten) Equity shares/ 10 (Ten) debentures (all relating to the same series)
in market lots as the case may be.
Provided however this restriction shall not apply to an application made by the existing
member or debenture holder for split of share/debenture certificates with a view to make
an odd lot holding into a marketable lot subject to verification by the Company.
(c) Notwithstanding anything contained in Clause (a) above the Directors shall, however,
comply with such requirements of the Stock Exchange where Shares of the Company
may be listed or such requirements of any rules made under the Act or such requirements
of the Securities contracts (Regulation) Act, 1956 as may be applicable.
LIEN
Company’s lien on Shares/Debentures
44. The Company shall have first and paramount lien upon all the shares/debenture (other than fully
paid up shares/debentures) registered in the name of each member/debenture holder (whether
solely or jointly with others) and upon the proceeds of sale thereof for all moneys (whether
presently payable or not) called or payable at a fixed time in respect of such shares/debentures
and no equitable interest in any shares/debenture shall be created except upon the footing and
condition that Article 25 hereof will have full effect. And such lien shall extend to all dividends
and bonuses from time to time declared in respect of such shares/debentures. Unless otherwise
agreed the registration of a transfer of shares/debentures shall operate as a waiver of the
Company’s lien if any on such shares/debentures. The Directors may at any time declare any
shares/debentures wholly or in part to be exempt from the provisions of this Clause.
As to enforcing lien by sale
45. For the purpose of enforcing such lien, the Board may sell the shares/debentures subject thereto
in such manner as they shall think fit, and for that purpose may cause to be issued a duplicate
certificate in respect of such shares and/or debentures and may authorise one of their member or
appoint any officer or agent to execute a transfer thereof on behalf of and in the name of such
member/debenture holder. No sale shall be made until such period, as may be stipulated by the
Board from time to time, and until notice in writing of the intention to sell shall have been
served on such member and/or debenture holder or his legal representatives and default shall
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have been made by him or them in payment, fulfillment, or discharge of such debts, liabilities or
engagements for fourteen days after such notice.
Application of proceeds of sale
46. (a) The net proceeds of any such sale shall be received by the Company and applied in or
towards payment of such part of the amount in respect of which the lien exists as is
presently payable and the residue if any, shall (subject to a like lien for sums not
presently payable as existed upon the shares before the sale) be paid to the persons
entitled to the shares and/or debentures at the date of the sale.
Outsiders lien not to affect Company’s lien
(b) The Company shall be entitled to treat the registered holder of any share or debenture as
the absolute owner thereof and accordingly shall not (except as ordered by a court of
competent jurisdiction or by statute required) be bound to recognise equitable or other
claim to, or interest in, such shares or debentures on the part of any other person. The
Company’s lien shall prevail notwithstanding that it has received notice of any such
claims.
Forfeiture
If call or instalment not paid notice must be given
47. (a) If any member or debenture holder fails to pay the whole or any part of any call or
instalment or any money due in respect of any share or debentures either by way of
principal or interest on or before the day appointed for the payment of the same or any
such extension thereof as aforesaid, the Directors may at any time thereafter, during such
time as the call or any instalment or any part thereof or other moneys remain unpaid or a
judgment or decree in respect thereof remains unsatisfied in whole or in part, serve a
notice on such member or debenture holder or on the person (if any) entitled to the share
by transmission requiring him to pay such call or instalment or such part thereof or other
moneys as remain unpaid together with any interest that may have accrued and all
expenses that may have been incurred by the Company by reason of such non payment.
Form of Notice
(b) The notice shall name a day not being less than One Month from the date of the notice
and a place or places, on and at which such interest and expenses as aforesaid are to be
paid. The notice shall also state that in the event of non payment of call amount with
interest at or before the time and at the place appointed, the shares or debentures in
respect of which the call was made or instalment or such part or other moneys is or are
payable will be liable to be forfeited.
In default of payment shares or debentures to be forfeited
48. If the requirements of any such notice as aforesaid are not complied with any share/debenture in
respect of which such notice has been given, may at any time thereafter before payment of all
calls or instalments, interest and expenses or other moneys due in respect thereof, be forfeited
by a resolution of the Directors to that effect. Neither the receipt by the Company of a portion of
any money which shall from time to time be due from any member of the Company in respect
of his shares, either by way of principal or interest, nor any indulgence granted by the company,
in respect of the payment of any such money, shall preclude the company from there after
proceeding to enforce a forfeiture of such shares as herein provided. Such forfeiture shall
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include all dividends declared or interest paid or any other moneys payable in respect of the
forfeited shares or debentures and not actually paid before the forfeiture.
Entry of forfeiture in Register of members/debentures holders
49. When any shares/debenture shall have been so forfeited, notice of the forfeiture shall be given to
the member or debenture holder in whose name it stood immediately prior to the forfeiture and
an entry of the forfeiture with the date thereof, shall forthwith be made in the Register of
members or debenture holders but no forfeiture shall be invalidated by any omission or neglect
or any failure to give such notice or make such entry as aforesaid.
Forfeited share/debenture to be property of Company and may be sold.
50. Any share or debenture so forfeited shall be deemed to be the property of the Company, and
may be sold, re-allotted or otherwise disposed of either to the original holder or to any other
person upon such terms and in such manner as the Directors shall think fit.
Power to annual forfeiture
51. The Directors may, at any time, before any share or debenture so forfeited shall have been sold,
re-allotted or otherwise disposed of, annul forfeiture thereof upon such conditions as they think
fit.
Shareholders or Debenture holders still liable to pay money owing at time of forfeiture and
interest
52. Any member of debenture holder whose shares or debentures have been forfeited shall,
notwithstanding the forfeiture, be liable to pay and shall forthwith pay to the Company, all calls,
instalments, interest expenses and other money owing upon or in respect of such shares or
debentures at the time of the forfeiture together with interest thereon from the time of the
forfeiture until payment at such rate as the Directors may determine, and the Directors may
enforce the payment of the whole or a portion thereof, if they think fit, but shall not be under
any obligation to do so.
Effect of forfeiture
53. The forfeiture of a share or debenture shall involve extinction at the time of forfeiture, of all
interest in and all claims and demands against the Company, in respect of the share or debenture
and all other rights incidental to the share or debenture, except only such of those rights as by
these Articles are expressly saved.
Certificate of forfeiture
54. Certificate in writing under the hand of one Director and counter signed by the Secretary or any
other officer authorised by the Directors for the purpose, that the call in respect of a Share or
debenture was made and notice thereof given and that default in payment of the call was made
and that the forfeiture of the share or debenture was made by the resolution of Directors to that
effect shall be conclusive evidence of the facts stated therein as against all persons entitled to
such share or debenture.
Validity of sales under Articles 45 and 50
55. Upon any sale after forfeiture or for enforcing a lien in purported exercise of the powers
hereinabove given, the Directors may, if necessary, appoint some person to execute an
instrument of transfer of the shares or debentures sold and cause the purchaser’s name to be
entered in the Register of members or Register of debenture holders in respect of the shares or
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debentures sold, and the purchaser shall not be bound to see to the regularity of the proceedings,
or to the application of the purchase money and after his name as been entered in the Register of
members of debenture holders in respect of such shares or debenture the validity of the sale
shall not be impeached by any person, and the remedy of any person aggrieved by the sale shall
be for damages only and against the Company exclusively.
Cancellation of share/debenture Certificate in respect of forfeited shares/debentures.
56. Upon any sale, re-allotment or other disposal under the provisions of the preceding Articles, the
certificate/s originally issued in respect of the relative shares or debentures shall (unless the
same shall on demand by the Company has been previously surrendered to it by the defaulting
member or debenture holder) stand cancelled and become null and void and be of no effect, and
the directors shall be entitled to issue a duplicate certificate/s in respect of the said share or
debentures to the person/s entitled thereto.
Title of purchaser and allottee of forfeited shares/debentures
57. The Company may receive the consideration, if any, given for the share or debenture on any
sale, re-allotment or other disposition thereof, and the person to whom such share or debenture
is sold, re-allotted or disposed of may be registered as the holder of the share or debenture and
shall not be bound to see to the application of the consideration, if any, nor shall his title to the
share or debenture be affected by any irregularity or invalidity in the proceedings in reference to
the forfeiture, sale, re-allotment or other disposal of the share or debenture.
Surrender of Shares or Debentures
58. The Directors may, subject to the provisions of the Act, accept a surrender of any share or
debenture from or by any member or debenture holder desirous of surrendering them on such
terms as they think fit.
Transfer and transmission of shares and debentures
Register of transfers
59. The Company shall keep a book to be called the “Register of transfers” and therein shall be
fairly and distinctly entered the particulars of every transfer or transmission of any share.
Form of transfer
60. The instrument of transfer shall be in writing and all the provisions of Section 108 of the Act,
shall be duly complied with in respect of all transfer of shares and registration thereof.
Instrument of transfer to be executed by transferor and transferee
61. Every such instrument of transfer shall be signed both by the transferor and transferee and the
transferor shall be deemed to remain the holder of such share until the name of the transferee is
entered in the Register of members in respect thereof.
Directors may refuse to register transfer
62. Subject to the provisions of Section 111 of the Companies Act, the directors may refuse to
register transfer of securities only on any of the following ground namely:
(a) that the instrument of transfer is not proper or has not been duly stamped and executed or
that the certificate relating to the security has not been delivered to the company or that
any other requirement under the law relating to registration of such transfer has not been
complied with;
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(b) that the transfer of security is in contravention of any law;
(c) that the transfer of security is likely to result in such charge in the composition of Board
of Directors as would be prejudicial to the interest of the company or to the public
interest;
(d) that the transfer of security is prohibited by any order of any court tribunal or other
authority under any law for the time being in force;
Board of Director may refuse the transfer of securities when the company has a lien on that
securities.
Transfer of shares
63. (a) An application of registration of the transfer of shares may be made either by the
transferor or the transferee provided that where such application is made by the
transferor, no registration shall in the case of partly paid shares be effected unless the
Company gives notice of the application to the transferee and subject to the provisions of
Clause (d) of this Article, the Company shall unless objection is made by the transferee
within two weeks from the date of receipt of the notice, enter in the Register of members
the name of the transferee in the same manner and subject to the same conditions as if the
application for registration was made by the transferee.
(b) For the purpose of clause (a) above notice to the transferee shall be deemed to have been
duly given if sent by prepaid registered post to the transferee at the address given in the
instrument of transfer and shall be deemed to have been duly delivered at the time at
which it would have been delivered to him in the ordinary course of post.
(c) It shall not be lawful for the Company to register a transfer of any shares unless a proper
instrument of transfer duly stamped and executed by or on behalf of the transferor and by
or on behalf of the transferee and specifying the name, address and occupation if any, of
the transferee has been delivered to the Company along with the Certificate relating to the
shares and if no such Certificate is in existence, along with the letter of allotment of
shares. The Directors may also call for such other evidence as may reasonably be
required to show the right of the transferor to make the transfer provided that where it is
proved to the satisfaction of the Directors of the Company that an instrument of transfer
signed by the transferor and the transferee has been lost, the Company may, if the
Directors think fit, on an application in writing made by the transferee and bearing the
stamp required by an instrument of transfer register the transfer on such terms as to
indemnity as the Directors may think fit.
(d) Nothing in clause (c) above shall prejudice any power of the company to register as share
holder any person to whom the right to any share has been transmitted by operation of
law.
(e) The company shall accept all applications for transfer of shares/debentures, however, this
condition shall not apply to requests received by the company;
(A) for splitting of a share or debenture certificate into several scripts of very small
denominations :
(B) Proposals for transfer of Shares/debentures comprised in a share/debenture
certificate to several parties involving, splitting of a share/debenture certificate into
small denominations and that such split/transfer appears to be unreasonable or
without any genuine need.
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(i) transfer of Equity shares/debentures made in pursuance of any statutory
provision or an order of a competent court of law;
(ii) the transfer of the entire Equity shares/debentures by an existing
shareholder/debenture holder of the Company holding under one folio less
than 10 (ten) equity Shares or 10 (ten) debentures (all relating to the same
series) less than in market lots by a single transfer to a single or joint
transferee.
(iii) the transfer of not less than 10 (ten) Equity shares or 10 (ten) debentures (all
relating to the same series) in favour of the same transferee(s) under two or
more transfer deeds, out of which one or more relate(s) to the transfer of less
than 10 (ten) Equity Shares/10 (Ten) debentures.
(iv) the transfer of less than 10 (ten) Equity shares or 10 (ten) debentures (all
relating to the same series) to the existing share holder/debenture holder
subject to verification by the Company.
Provided that the Board may in its absolute discretion waive the aforesaid
conditions in a fit and proper case(s) and the decision of the Board shall be final in
such case(s).
(f) Nothing in this Article shall prejudice any power of the Company to refuse to register the
transfer of any share.
Custody of instrument of transfer
64. The instrument of transfer shall after registration be retained by the Company and shall remain
in their custody. All instruments of transfer which the Directors may decline to register, shall on
demand be returned to the persons depositing the same. The Directors may cause to be
destroyed all transfer deeds lying with the Company after such period as they may determine.
Transfer of books and Register of members when closed
65. The Board of Directors shall have power to close the Register of Members and / or the Register
of Debenture holders at such time or times and for such period or periods as the Board may
deem expedient in accordance with the provisions of the Act.
Transfer to Minors etc.
66. Only fully paid shares or debentures shall be transferred to a minor acting through his/her legal
or natural guardian. Under no circumstances, shares or debentures be transferred to any
insolvent or a person of unsound mind.
Title to shares of deceased holder
67. The executors or administrators of a deceased member (not being one or two or more joint
holders) or the holder of a deceased member (not being one or two or more joint holders) shall
be the only persons whom the Company will be bound to recognise as having any title to the
shares registered in the name of such member, and the Company shall not be bound to recognise
such executors or administrators or the legal representatives unless they shall have first obtained
probate or Letters of Administration or a Succession Certificate, as the case may be, from a duly
constituted competent court in India, provided that in any case where the Directors in their
absolute discretion think fit, the Directors may dispense with the production or probate or
Letters of Administration or a Succession Certificate upon such terms as to indemnity or
otherwise as the Directors in their absolute discretion may think necessary and under Article 70
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register the name of any person who claims to be absolutely entitled to the shares standing in the
name of a deceased member, as a member.
Registration of persons entitled to share otherwise than by transfer
68. (a) Subject to the provisions of Articles 67 and 77(d), any person becoming entitled to any
share in consequence of the death, lunacy, bankruptcy or insolvency of any member or by
any lawful means other than by a transfer in accordance with these presents, may with the
consent of the Directors (which they shall not be under any obligation to give) upon
producing such evidence that he sustains the character in respect of which he proposes to
act under this Article or of such titles as the Directors shall think sufficient, either be
registered himself as a member in respect of such shares or elect to have some person
nominated by him and approved by the Directors registered as a member in respect of
such shares. Provided nevertheless that if such person shall elect to have his nominee
registered he shall testify his election by executing in favour of his nominee an
instrument of transfer in accordance with the provisions herein contained and until he
does so. he shall not be free from any liability in respect of such shares.
(b) A transfer of the shares or other interest in the Company of a deceased member thereof
made by his legal representative shall, although the legal representative is not himself a
member be as valid as if he had been a member at the time of the execution of the
instrument of transfer.
Borrowing Powers
Restriction on powers of the Board
78. The Board of Directors shall not, except with the consent of the Company in general meeting
and subject to Article 172 of the Articles of Association of the Company:
(a) sell, lease or otherwise dispose of the whole or substantially the whole, of the undertaking
of the Company, or where the Company owns more than one undertaking of the whole,
or substantially the whole, of any such undertaking.
(b) remit, or give time for the repayment of any debt due by a Director.
(c) invest, otherwise than in trust securities the amount of compensation received by the
Company in respect of the compulsory acquisition alter the commencement of this Act,
of any such undertaking as is referred to in clause (a) or of any premises or properties
used for any such undertaking and without which it can not be carried on or can be
carried on only with difficulty or only after a considerable time.
(d) borrow moneys where the moneys to be borrowed, together with the moneys already
borrowed by the Company (apart from temporary loans obtained from the Company’s
bankers in the ordinary course of business) will exceed the aggregate of the paid-up
capital of the company and its free reserves, that is to say, reserves not set apart for any
specific purpose.
(e) contribute, to charitable and other funds not directly relating to the business of the
Company or the welfare of its employees, any amounts the aggregate of which will, in
any financial year, exceed fifty thousand rupees or five percent, of its average net profits
as determined in accordance with the provisions of Sections 349 and 350 of the Act
during the three financial years immediately preceding, whichever is greater.
Explanation: Every resolution passed by the Company in general meeting in relation to
the exercise of the power referred to in clause (d) or in clause (e) shall specify the total
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amount upto which money may be borrowed by the Board of Directors under clause (d)
or as the case may be, the total amount which may be contributed to charitable and other
funds in any financial year under clause (e).
Conditions on which money may be borrowed
79. The Directors may raise and secure the payment of such sum or sums in such manner and upon
such terms and conditions in all respects as they think fit, and in particular by the issue of
bonds, perpetual or redeemable, debenture or debenture stocks or any mortgage or charge or
other security on the undertaking of the whole or any part of the property of the company (both
present and future) including its uncalled capital for the time being.
Conversion of shares into stock and reconversion
Shares may be converted into stock
91. The Company in general meeting may convert any paid up shares into stock and when any
shares shall have been converted into stock, the several holders of such stock may thenceforth
transfer their respective interest therein or any part of such interests, in the same manner and
subject to the same regulations as, and subject to which shares from which the stock arise might
have been transferred, if no such conversion had taken place, or as near thereto as circumstances
will admit. The Company may at any time reconvert any stock into paid up shares of any
denomination.
Rights of Stock holders
92. The holders of stock shall, according to the amount of stock, held by them have the same right,
privileges and advantages as regards dividends, voting at meeting of the Company and other
matters, as if they held the share from which the stock arose, but no such privilege or advantage
(except participation in the dividends and profits of the Company and the assets on winding up)
shall be conferred by an amount of stock which would not if existing in shares, have conferred
that privilege or advantage.
General Meetings
Annual General Meeting
93. Subject to the provisions contained in Sections 166 and 210 of the Act, as far as applicable, The
Company shall in each year bold, in addition to any other meetings, a general meeting as its
annual general meeting, and shall specify, the meeting as such in the Notice calling it; and not
more than fifteen months shall elapse between the date of one annual general meeting of the
Company and that of the next.
Provided that if the Register for any special reason, extends the time within which any annual
general meeting shall be held, then such annual general meeting may be held within such
extended period.
Annual Summary
The Company may in any one annual general meeting fix the time for its subsequent annual
general meetings. Every member of the Company shall be entitled to attend either in person or
by proxy and the Auditor of the Company shall have the right to attend and to be heard at any
general meeting which he attends on any part of the business which concerns him as Auditor. At
every annual general meeting of the Company, there shall be laid on the table, the Director’s
report, the audited statements of accounts and auditor’s report (if any, not already incorporated
in the audited statements of accounts). The proxy registered with the Company and Register of
Director’s Share holdings of which latter register shall remain open and accessible during the
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continuance of the meeting. The Board shall cause to prepare the Annual list of members,
summary of Share Capital, Balance Sheet and Profit and Loss Account and forward the same to
the Register in accordance with Sections 159, 161 and 220 of the Act.
Time and place of Annual General Meeting
94. Every annual general meeting shall be called at any time during business hours, on a day that is
not a public holiday, and shall be held either at the registered office of the Company or at some
other place within the city, town or village in which the registered office of the Company is
situate, and the notice calling the meeting shall specify it as the annual general meeting.
Sections 171 to 186 of the Act shall apply to meetings
95. Sections 171 to 186 of the Act with such adaptations and modifications, if any, as may be
prescribed shall apply with respect to meetings of any class of members or debenture holders of
the Company in like manner as they apply with respect to general meetings of the Company.
Postal Ballot
95A. Subject to the provisions of the Act and of these Articles, the Company may and in the case of
such business as the Central Government may, by notification, from time to time declare to be
conducted only by postal ballot, shall, get any resolution passed by means of a postal ballot
instead of transacting the business in general meeting, and if the resolution is assented to by a
requisite majority of shareholders by means of a postal ballot, it shall be deemed to have been
duly passed at a general meeting convened in that behalf.
Powers of Director’s to call Extraordinary General Meeting
96. The Directors may call an extraordinary general meeting of the Company whenever they think
fit.
Calling of Extra Ordinary General Meeting on requisition
97. (a) The Board of Directors of the Company shall on the requisition of such number of
members of the Company as is specified in clause (d) of this Article, forthwith proceed
duly to call an Extraordinary general meeting of the Company.
(b) The requisition shall set out the matters for the consideration of which the meeting is to
be called, shall be signed by the requisitionists, and shall be deposited at the registered
office of the Company.
(c) The requisition may consist of several documents in like form, each signed by one or
more requisitionists.
(d) The number of members entitled to requisition a meeting in regard to any matter shall be
such number of them as hold at the date of the deposit of the requisition not less than one
tenth of such of the paid up share capital of the Company as at that date carried the right
of voting in regard to that matter.
(e) Where two or more distinct matters are specified in the requisition the provisions of
clause (d) above, shall apply separately in regard to each such matter; and the requisition
shall accordingly be valid only in respect of those matters in regard to which the
condition specified in that clause is fulfilled.
(f) If the Board does not, within twenty one days from the date of the deposit of a valid
requisition in regard to any matters, proceed duly to call a meeting for the consideration
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of those matters then on a day not later than forty five days from the date of the deposit of
the requisition, the meeting may be called:
(i) by the requisitionists themselves;
(ii) by such of the requisitionists as represent either a majority in value of the paid up
share capital held by all of them or not less than one tenth of such of the paid-up
share capital of the Company as is referred to in clause (d) above, whichever is
less.
Explanation : For the purpose of this clause, the Board shall in the case of a meeting at
which resolution is to be proposed as a Special Resolution, be deemed not to have duly
convened the meeting if they do not give such notice thereof as is required by sub-section
189 of the Act.
(g) A meeting, called under clause (f) above, by the requisitionists or any of them :
(i) shall be called in the same manner, as nearly as possible, as that in which meetings
are to be called by the Board; but
(ii) shall not be held after the expiration of three months from the date of the deposit of
the requisition.
Explanation : Nothing in clause (g) (ii) above, shall be deemed to prevent a meeting duly
commenced before the expiry of the period of three months aforesaid, from adjourning to
some day after the expiry of that period.
(h) Where two or more persons hold any shares or interest in the Company jointly, a
requisition, or a notice calling a meeting, signed by one or some of them shall, for the
purposes of this Article, have the same force and effect as if it had been signed by all of
them.
(i) Any reasonable expenses incurred by the requisitionists by reason of the failure of the
Board duly to call a meeting shall be repaid to the requisitionists by the Company; and
any sum so repaid shall be retained by the Company out of any sums due or to become
due from the Company by way of fees or other remuneration for their services to such of
the Directors as were in default.
Length of notice for calling meeting
98. (a) A general meeting of the Company may be called by giving not less than twenty one
days’ notice in writing.
(b) A general meeting of the Company may be called after giving shorter notice than that
specified in clause (a) above, if consent is accorded thereto;
(i) in the case of an annual general meeting by all the members entitled to vote thereat:
and
(ii) in the case of any other meeting, by members of the Company holding not less than
95 (ninety five) per cent of such part of the paid up capital of the Company as gives
a right to vote at the meeting;
Provided that where any members of the Company are entitled to vote only on some
resolution or resolutions to be moved at the meeting and not on the others, those members
shall be taken into account for the purposes of this clause in respect of the former
resolution or resolutions and not in respect of the latter.
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Contents and manner of service of notice and persons on whom it is to be served
99. (a) Every notice of a meeting of the Company shall specify the place and the day and hour of
the meeting and shall contain a statement of the business to be transacted thereat.
(b) Notice of every meeting of the Company shall be given:
(i) to every member of the Company, in any manner authorised by subsections (1) to
(4) of Section 53 of the Act;
(ii) to the persons entitled to a share in consequence of the death or insolvency of a
member, by sending it through the post in a prepaid letter addressed to them by
name, or by the title or representatives of the deceased or assignees of the
insolvent, or by any like description, at the address, if any, in India supplied for the
purpose by the persons claiming to be so entitled, or until such an address has been
so supplied, by giving the notice in any manner in which it might have been given
if the death or insolvency had not occurred;
(iii) to the Auditor or Auditors for the time being of the Company in any manner
authorised by Section 53 of the Act in the case of any member – members of the
Company and
(iv) to all the Directors of the Company
Provided that where the notice of a meeting is given by advertising the same in a
newspaper circulating in the neighborhood of the registered office of the Company under
sub-section (3) of Section 53 of the Act, the statement of material facts referred to in
Section 173 of the Act need not be annexed to the notice as required by that Section but it
shall be mentioned in the advertisement that the statement has been forwarded to the
members of the Company.
(c) The accidental omission to give notice to, or the non-receipt of notice by any member or
other person to whom it should be given shall not invalidate he proceedings at the
meeting.
Quorum for meeting
101. (a) Five members personally present shall be the quorum for a general meeting of the
company.
If quorum not present meeting to be dissolved or adjourned
(b) (i) If within half an hour from the time appointed for holding a meeting of the
Company, a quorum is not present, the meeting, if called upon by requisition of
members, shall stand dissolved.
(ii) In any other case, the meeting shall stand adjourned to the same day in the next
week, at the same time and place or to such other day and at such other time and
place, as the Board may determine.
Adjourned meeting to transact business
(c) If at the adjourned meeting also, a quorum is not present within half an hour from the
time appointed for holding the meeting, the members present shall be the quorum.
Presence of quorum
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102. (a) No business shall be transacted at any general meeting unless the requisite quorum be
present at the commencement of the business.
Business confined to election of chairman whilst chair vacant
(b) No business shall be discussed or transacted at any general meeting except the election of
a Chairman whilst the Chair is vacant.
Chairman of general meeting
(c) (i) The Chairman of the Board of Directors shall be entitled to take the chair at every
general meeting. If there be no Chairman or if at any meeting he shall not be
present within 15 (fifteen) minutes after the time appointed for holding such
meeting or is unwilling to act, the Directors present may choose one of themselves
to be the Chairman and in default of their doing so, the members present shall
choose one of the Directors to be Chairman and if no Directors present be willing
to take the chair, the members present shall choose one of themselves to be the
Chairman.
(ii) If at any meeting a quorum of members shall be present, and the Chair shall not be
taken by the Chairman or Vice Chairman of the Board or by a Director at the
expiration of 15 (fifteen) minutes from the time appointed for holding the meeting
or if before the expiration of that time all the Directors shall decline to take the
Chair, the members present shall choose one of their members to be the Chairman
of the meeting.
Chairman with consent may adjourn the meeting
(d) The Chairman with the consent of the meeting may adjourn any meeting from time to
time and from place to place in the city, town or village where the registered office of the
Company is situated.
Business at adjourned meeting
(e) No business shall be transacted at any adjourned meeting other than the business which
might have been transacted at the meeting from which the adjournment took place.
Notice of adjourned meeting

(f) When a meeting is adjourned only for thirty days or more, notice of the adjourned
meeting shall be given as in the case of original meeting.
In what cases poll taken with or without adjournment

(g) Any poll duly demanded on the election of a Chairman of a meeting or any question of
adjournment shall be taken at the meeting forthwith, save as aforesaid, any business other
than that upon which a poll has been demanded may be proceeded with pending the
taking of the poll.
Proxies
103. (a) Any member of the Company entitled to attend and vote at a meeting of the Company
shall be entitled to appoint any other person (whether a member or not) as his proxy to
attend and vote instead of himself. A member (and in the case of joint holders all holders)
shall not appoint more than one person as proxy. A proxy so appointed shall not have any
right to speak at the meeting.
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Provided that unless where the proxy is appointed by a body corporate a proxy shall not
be entitled to vote except on a poll.
(b) In every notice calling a meeting of the Company there shall appear with reasonable
prominence a statement that a member entitled to attend and vote is entitled to appoint a
proxy to attend and vote instead of himself, and that a proxy need not be a member.
(c) The instrument appointing a proxy or any other document necessary to show the validity
or otherwise relating to the appointment of a proxy shall be lodged with the Company not
less than 48 (forty eight) hours before the meeting in order that the appointment may be
effective thereat.
(d) The instrument appointing a proxy shall :
(i) be in writing, and
(ii) be signed by the appointer or his attorney duly authorised in writing or, if the
appointer is a body corporate, be under its seal or be signed by an officer or an
attorney duly authorised by it.
Form of proxy
(e) Every instrument of proxy whether for a specified meeting or otherwise shall, as nearly
as circumstances will admit, be in usual common form.
(f) An instrument appointing a proxy, if in any of the forms set out in Schedule IX to the Act
shall not be questioned on the ground that it fails to comply with any special
requirements specified for such instrument by these Articles.
(g) Every member entitled to vote at a meeting of the Company, or on any resolution to be
moved thereat, shall be entitled during the period beginning 24 (twenty four) hours before
the time fixed for the commencement of the meeting and ending with the conclusion of
the meeting, to inspect the proxies lodged at any time during the business hours of the
Company, provided not less than 3 (three) days’ notice in writing of the intention so to
inspect is given to the Company.
Dividends
Division of Profits
178. The profits of the Company subject to any special rights relating thereto created or authorised to
be created by these presents shall be divisible among the members in proportion to the amount
of Capital paid up or credited as paid up on the shares held by them respectively.
Dividend payable to registered holder
179. No dividend shall be paid by the Company in respect of any share except to the registered
holder of such share or to his order or to his banker.
Time for payment of dividend
180. Where a dividend has been declared by the Company it shall be paid within the period provided
in Section 207 of the Act.
Capital paid up in advance and interest not to earn dividend
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181. Where the Capital is paid up in advance of calls upon the footing that the same shall carry
interest, such Capital shall not, whilst carrying interest confer a right to dividend or to
participate in profits.
Dividends in proportion to amount paid up

182. (a) The Company shall pay dividends in proportion to the amounts paid up or credited as
paid up on each share, when a larger amount is paid up or credited as paid up on some
shares than on others. Nothing in this Article shall be deemed to affect in any manner the
operation of Section 208 of the Act.
(b) Provided always that any Capital paid up on a share during the period in respect of which
a dividend is declared, shall unless the terms of issue otherwise provide, only entitle the
holder of such share to an apportioned amount of such dividend proportionate to the
capital from time to time paid during such period on such share.
Company in General Meeting may declare dividends
183. The Company in general meeting may declare a dividend to be paid to the members according
to their respective rights and interest in the profits and may fix the time for payment.
Power of Directors to limit dividends
184. No larger dividend shall be declared than is recommended by the Directors but the Company in
general meeting may declare a smaller dividend.
Dividends only to be paid out of profits
185. No dividend shall be declared or paid by the Company otherwise than out of profits of the
financial year arrived at after providing for depreciation in accordance with the provisions of
sub-section (2) of Section 205 of the Act or out of the profits of the Company for any previous
financial year or years arrived at after providing for depreciation in accordance with these
provisions and remaining undistributed or out of both or out of moneys provided by the Central
Government or a State Government for the payment of dividend in pursuance of the guarantee
given by that Government provided that:
(a) If the Company has not provided for depreciation for any previous financial year or
years, it shall before declaring or paying a dividend for any financial year, provide for
such depreciation out of the profits of that financial year or out of the profits of any other
previous financial year or years;
(b) If the Company has incurred any loss in any previous financial year or years the amount
of the loss or an amount which is equal to the amount provided for depreciation for that
year or those years whichever is less, shall be set off against the profits of the Company
for the year for which the dividend is proposed to be declared or paid or against the
profits of the Company for any previous financial year or years arrived at in both cases
after providing for depreciation in accordance with the provisions of sub-section (2) of
Section 205 of the Act or against both.
Provided further that, no dividend shall be declared or paid for any financial year out of the
profits of the Company for that year arrived at after providing for depreciation as above, except
after the transfer to the reserves of the Company of such percentage of its profits for that year as
may be prescribed in accordance with Section 205 of the Act or such higher percentage of its
profits as may be allowed in accordance with that Section
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Nothing contained in this Article shall be deemed to affect in any manner the operation of
Section 208 of the Act.
Directors’ declaration as to net profits conclusive
186. The declaration of the Directors as to the amount of the net profits of the Company shall be
conclusive.
Interim Dividends
187. The Directors may, from time to time pay to the members such interim dividends as in their
judgment the position of the Company justifies.
Retention of Dividend until completion of transfer under Article
188. The Directors may retain the Dividends payable upon shares in respect of which any person is
under the Transmission clause of these Articles entitled to become a member or which any
person under that clause is entitled to transfer until such person shall become a member in
respect of such shares or shall duly transfer the same.
No member to receive Dividend whilst indebted to the Company and Company’s right to
reimbursement there from
189. Subject to the provisions of the Act, no member shall be entitled to receive payment of any
interest or dividend in respect of his share(s) whilst any money may be due or owing from him
to the Company in respect of such share(s) or debenture(s) or otherwise however either alone or
jointly with any other person or persons and the Directors may deduct from the interest or
dividend payable to any member, all sums of moneys so due from him to the Company.
Transferred shares must be registered
190. A transfer of shares shall not pass the right to any dividend declared thereon before the
registration of the transfer.
Dividend how remitted
191. Unless otherwise directed any dividend may be paid by cheque or warrant or a pay-slip or
receipt having the force of a cheque or warrant sent through ordinary post to the registered
address of the member or person entitled or in the case of joint holders to that one of them first
named in the Register of Members in respect of the joint holding. Every such cheque or warrant
so sent shall be made payable to the registered holder of shares or to his order or to his bankers.
The payable to the registered holder of shares or to his order or to his bankers. The Company
shall not be liable or responsible for any cheque or warrant lost in transmission or for any
dividend lost, to the member or person entitled thereto by the forged endorsement of any cheque
or warrant or the fraudulent or improper recovery thereof by any other means.
Unpaid Dividend or Dividend Warrant posted
192. any dividend remaining unpaid or unclaimed after having been declared by the Company shall
be dealt with by the Company in accordance with section 205A, 205B and 205C of the
Dividend and call together
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193. Any general meeting declaring a dividend may on the recommendation of the Directors make a
call on the members for such amount as the meeting fixes, but so that the call on each member
shall not exceed the dividend payable to him so that the call be made payable at the same time
as the dividend and the dividend may, if so arranged between the Company and the members,
be set off against the calls.
Dividend to be payable in cash
194. No dividend shall be payable except in cash. Provided that nothing in this Article shall be
deemed to prohibit the capitalisation of profit or reserves of the Company for the purpose of
issuing fully paid up bonus shares or paying up any amount for the time being unpaid on any
shares held by the members of the Company.
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MATERIAL CONTRACTS AND DOCUMENTS FOR INSPECTION
The contracts mentioned below (not being contracts entered into in the ordinary course of business
carried on by the Company) are or may be deemed to be material contracts. These contracts and also
the documents for inspection referred to hereunder, may be inspected at the Registered Office of the
Company situated at A-104, Shapath-4, Opposite Karnavati Club, S.G.Road, Ahmedabad – 380 051,
India from 10.00 a.m. to 4.00 p.m. on any working day from the date of this Letter of Offer until the
Issue Closing Date.
A. Material Contracts
1. Memorandum of Understanding dated March 26, 2009 between the Company and Collins Stewart
Inga Private Limited, Lead Manager to the Issue.
2. Memorandum of Understanding dated March 25, 2009 between the Company and Link Intime
Pvt. Ltd, Registrar to the Issue.
3. Memorandum of Understanding dated May 30, 2009 between the Company and Pinnacle Shares
Registry Pvt. Ltd., Registrar to the Company.
4. Tripartite Agreement dated December 17, 1999 between the Company, Pinnacle Shares Registry
Pvt. Ltd. and CDSL.
5. Tripartite Agreement dated December 23, 1999 between the Company, Pinnacle Shares Registry
Pvt. Ltd. and NSDL.
B. Documents for Inspection
1. Memorandum and Articles of Association of the Company, as amended till date.

2. Certificate of Incorporation of the Company.
3. Copy of the Resolution passed by the Board of Directors in their meeting held on January 29,
2009
4. Copies of Listing Agreement of the Company for existing Equity Shares on BSE and NSE.
5. Consents from the Auditors, Lead Manager to the Issue, Registrar to the Issue, Legal Advisor to
the Issue, Bankers to the Issue, Bankers to the Company, Directors, Compliance Officer
(Company Secretary) and Registrar to the Company to include their names in this Letter of Offer
and to act in their respective capacities.
6. Promoters’ letter of intent for subscribing to their entitlement.
7. Memorandum of Understanding dated October 1, 2004 for sale of shares in JMC Projects (India)
Ltd.
8. Share Purchase Agreement dated October 14, 2004 & Addendum dated February 11, 2005.
9. Letter of Offer dated November 9, 2004 by KPTL for the open offer of shares in the Company.
10. Agreements dated January 31, 2009 entered into between the Company and Mr. Hemant Modi,
Vice Chairman and Managing Director and Mr. Suhas Joshi, Managing Director for the terms of
appointment and remuneration.
11. Annual Reports of the Company and JMC Mining and Quarries Ltd. for the last five financial
years.
12. Annual Reports of Kalpataru Power Transmission Limited for the last three financial years.
13. Reports of the statutory Auditors dated August 06, 2009 included in this Letter of Offer.
14. Certificate dated August 06, 2009 from Auditors for Deployment of Funds.
15. Letter dated August 12, 2009 from the Auditors of the Company, regarding the tax benefits
available to the Company and its members
16. Report of Legal Advisors report dated April 3, 2009, July 27, 2009 and Certificate dated August
12, 2009 on litigations included in this Letter of Offer.
405
17. Due Diligence certificate dated April 7, 2009 to SEBI issued by Collins Stewart Inga Pvt. Ltd.,
Lead Manager to the Issue.
18. Letter of Offer dated September 14, 2006.
19. Copies of listing application made to the Stock Exchanges.
20. Letters dated April 28, 2009 from BSE and May 06, 2009 from NSE granting in-principle listing
approval.
21. SEBI Observation letter no. CFD/DIL/ISSUES/PB/MS/169194/2009 dated July 09, 2009 for the
Issue.
406
DECLARATION
No statement made in this Letter of Offer shall contravene any of the provisions of the Companies
Act, 1956 and the rules made thereunder. All the legal requirements connected with the said issue as
also the guidelines, instructions etc issued by SEBI, Government and any other competent authority
in this behalf have been duly complied with. We hereby certify to our knowledge that all the
disclosures contained in this Letter of Offer are true and correct in all material respects.
Yours faithfully
For JMC Projects (India) Limited
Signed by Directors & Company Secretary
Mr. D. R. Mehta, Chairman
Mr. Hemant Modi, Vice Chairman & Managing Director
Mr. Suhas Joshi, Managing Director
Mr. Kamal Jain, Director
Mr. Mahendra G Punatar, Director
Mr. Ramesh Seth, Director
Mr. Manish Mohnot, Director
Mr. Ashish Shah, Company Secretary
Place: Ahmedabad
Date: August 25, 2009
407

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Letter of Offer for Equity Shareholders of the Company only

JMC PROJECTS (INDIA) LIMITED

ISSUER’S ABSOLUTE RESPONSIBILITY

Company 1JMC / Issuer JMC Projects (India) Limited

• General economic and business conditions in India;

1. Litigations against the Issuer Company

By the Company Against the Company

Number Amount Number Amount

Against the Company

Past Criminal Cases

Against the Promoter of the Company

Past Criminal Cases

• Kalpataru Power Transmission Limited

• Mr. Hemant Modi

• Mr. Suhas Joshi

Project Related Risks

Risks Internal to the Company

Name of the venture Nature of interest

External Risk Factors

Notes to Risk Factors

3. Average cost of acquisition per share by the promoters :

Name of the Promoter Rs. per share

Sale of Material Holding Company - - - - -

Outstanding Holding Company - - - - -

Interest Received Holding Company - - - - -

Transactions with key management personnel and their relatives:

Unsecured Directors - - 60.64 - 524.81

No. of Equity Shares to be issued : 36,28,058 Equity Shares

SUMMARY STATEMENT OF ASSETS AND LIABILITIES (AS RESTATED)

B Investments 51.15 51.15 51.15 51.15 51.15

C Deferred Tax Assets 0.00 0.00 0.00 20.60 95.74

D Current Assets, Loans

F Deferred Tax Liability 770.01 1139.57 833.00 0.00 0.00

G Current Liabilities and

H Net Worth 20195.22 17053.54 12371.18 3722.49 3590.99

L Net Worth 20195.22 17053.54 12371.18 3722.49 3590.99

B Investments 3.62 3.62 3.62 3.62 3.62

C Deferred Tax Assets 0.00 0.00 0.00 16.26 92.13

Current Assets, Loans and

E Liabilities and Provisions

F Deferred Tax Liability 760.25 1127.13 824.62 0.00 0.00

H Net Worth 20229.48 17083.18 12410.96 3789.50 3652.67

J Miscellaneous Expenditure (to

k Net Worth 20229.48 17083.18 12410.96 3789.50 3652.67

Particulars As at March As at March As at March

Registered Office of the Company:

JMC Projects (India) Limited

Name of the Director Designation

Company Secretary & Compliance Officer

Legal Advisors to the Company

Singhi & Co.

Bankers of the Company

Oriental Bank of Commerce

The Karur Vysya Bank Limited

State Bank of India

Punjab National Bank

Lead Manager to the Issue

Collins Stewart Inga Private Limited

Bankers to the Issue

IDBI Bank Ltd.

Registrar to the Issue

Link Intime India Pvt. Ltd.

Sudhir N Doshi & Co.