arvind infrastructure limited - bombay … -arvind... · 1 arvind infrastructure limited (our...

1

ARVIND INFRASTRUCTURE LIMITED

(Our Company was incorporated as Arvind Infrastructure Limited on December 26, 2008 in Ahmedabad under the Companies Act, 1956 and obtained the Certificate of Commencement of Business dated January 6, 2009 under the Companies Act, 1956)

Registered Office: Arvind Premises, Naroda Road

Ahmedabad – 380 025, Gujarat, India

Tel: +91-79-30138000 Fax: +91-79-30138668 Website: www.arvindinfra.com

Corporate Office: 24, Government Servant Society,

adjacent to Municipal Market, CG Road, Navrangpura, Ahmedabad – 380 009

Tel: +91-79-30137000 Fax: +91-79-30137021

Contact Person: Prakash Makwana, Company Secretary and Compliance Officer

E-mail: [email protected]

INFORMATION MEMORANDUM FOR LISTING OF 2,58,24,307 EQUITY SHARES OF RS. 10 EACH ISSUED BY THE COMPANY PURSUANT TO THE SCHEME OF ARRANGEMENT

NO EQUITY SHARES ARE PROPOSED TO BE SOLD OR OFFERED PURSUANT TO THIS INFORMATION MEMORANDUM

OUR PROMOTERS- 1) Aura Securities Private Limited, 2) Sanjaybhai Shrenikbhai Lalbhai, 3) Punit Sanjaybhai Lalbhai, 4)

Sanjaybhai Shrenikbhai Lalbhai (As trustee of Sanjay Family Trust) and 5) Jayshreeben Sanjaybhai Lalbhai

GENERAL RISKS Investment in equity and equity related securities involve a degree of risk and investors should not invest in the equity shares of Arvind Infrastructure Limited unless they can afford to take the risk of losing their investment. Investors are advised to read the Risk Factors carefully before taking an investment decision in the shares of Arvind Infrastructure Limited. For taking an investment decision, investors must rely on their own examination of the Company 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. Specific attention of the investors is invited to the Section “Risk Factors”

given on page 10 of this Information Memorandum. ISSUER‟S ABSOLUTE RESPONSIBILITY

Arvind Infrastructure Limited having made all reasonable inquiries, accepts responsibility for, and confirms that this Information Memorandum contains all information with regard to Arvind Infrastructure Limited, which is material in the context of the issue of shares pursuant to the scheme, that the information contained in this Information Memorandum is true and correct in all material aspects 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 Information Memorandum as a whole or any of such information or the expression of any such opinions or intentions misleading in any material respect.

LISTING The Equity Shares of Arvind Infrastructure Limited are proposed to be listed on BSE Limited (BSE), National Stock Exchange of India Limited (NSE) and Ahmedabad Stock Exchange Limited (ASE). The Company has submitted this Information Memorandum with BSE, NSE and ASE. The Information Memorandum would also be made available on the website of BSE (www.bseindia.com), NSE (www.nseindia.com) and ASE (www.aselindia.com ).

REGISTAR AND TRANSFER AGENT

Sharepro Services (India) Private Limited

13 AB Samhita Warehousing Complex, Sakinaka Telephone Exchange Lane,

mailto:[email protected]

http://www.bseindia.com/

http://www.nseindia.com/

http://www.aselindia.com/

2

Sakinaka, Andheri (East) Mumbai: 400072

Tel: 91-22-6772 0300/ 6772 0400 Fax: 91-22-2859 1568

Website: www. shareproservices.com Email: [email protected]

Contact Person: Indira Karkera

3

TABLE OF CONTENTS

SECTION I – GENERAL .................................................................................................................................... 4 DEFINITIONS AND ABBREVIATIONS ................................................................................................................................ 4 CURRENCY OF PRESENTATION ......................................................................................................................................... 7 CERTAIN CONVENTIONS, USE OF MARKET DATA ........................................................................................................ 8 FORWARD LOOKING STATEMENTS .................................................................................................................................. 9 SECTION II - RISK FACTORS ....................................................................................................................... 10 SECTION III – INTRODUCTION ................................................................................................................... 25 SUMMARY OF INDUSTRY .................................................................................................................................................. 25 SUMMARY OF OUR BUSINESS.......................................................................................................................................... 26 SUMMARY OF FINANCIAL INFORMATION .................................................................................................................... 30 GENERAL INFORMATION .................................................................................................................................................. 34 CAPITAL STRUCTURE ........................................................................................................................................................ 37 SECTION IV- ABOUT THE LISTING ........................................................................................................... 47 OBJECTS AND RATIONALE OF THE SCHEME ............................................................................................................... 47 SALIENT FEATURES OF THE SCHEME ............................................................................................................................ 48 STATEMENT OF TAX BENEFITS ....................................................................................................................................... 62 INDUSTRY ............................................................................................................................................................................. 73 SECTION V- ABOUT THE COMPANY ......................................................................................................... 75 OUR BUSINESS ..................................................................................................................................................................... 75 KEY REGULATIONS AND POLICIES ................................................................................................................................ 88 HISTORY OF OUR COMPANY ............................................................................................................................................ 93 OUR MANAGEMENT ......................................................................................................................................................... 105 OUR PROMOTERS AND PROMOTER GROUP................................................................................................................ 119 OUR GROUP COMPANIES ................................................................................................................................................ 124 DIVIDEND POLICY ............................................................................................................................................................ 140 SECTION VI – FINANCIAL INFORMATION ............................................................................................ 141 FINANCIAL INFORMATION ............................................................................................................................................. 141 MANAGEMENT‟S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS171 SECTION VII – LEGAL AND OTHER INFORMATION .......................................................................... 181 OUTSTANDING LITIGATION, DEFAULTS AND MATERIAL DEVELOPMENTS ...................................................... 181 GOVERNMENT AND OTHER APPROVALS .................................................................................................................... 190 OTHER REGULATORY AND STATUTORY DISCLOSURES......................................................................................... 195 SECTION VIII- MAIN PROVISIONS OF THE ARTICLES OF ASSOCIATION .................................. 200 SECTION IX – OTHER INFORMATION .................................................................................................... 226 DOCUMENTS FOR INSPECTION ...................................................................................................................................... 226 DECLARATION ................................................................................................................................................................... 227

4

SECTION I – GENERAL

DEFINITIONS AND ABBREVIATIONS Unless the context otherwise indicates or implies, the following terms have the following meanings in this Information Memorandum and references to any statute or regulations or policies shall include amendments thereto, from time to time:

Term Description

“AIL” or “Arvind

Infrastructure” or “the

Company” or “Transferee

Company” or “Resulting

Company” or “our

Company” or “we” or “us”

or “our”

Arvind Infrastructure Limited

“Arvind Limited” or

“Arvind” or “AL” or

“Transferor Company” or

“Demerged Company”

Arvind Limited

Real Estate Undertaking or Demerged Undertaking

Real Estate Undertaking of the Transferor Company, more specifically described in the Scheme of Arrangement

Remaining Undertaking All the businesses and activities of the Transferor Company other than the Demerged Undertaking

Saleable Area That part of the area which is offerred for sale to our prospective cutomers of each of our project and for which consideration is charged

Conventional and General Terms

Term Description

AGM Annual General Meeting Articles/Articles of Association/AOA

Articles of Association of AIL

Applicable Laws Any statute, notification, bye-laws, rules, regulations, guidelines, Common law, policy code, directives, ordinance, schemes, notices, orders or instructions, laws enacted or issued or sanctioned by any appropriate authority in India including any modifications or re-enactment thereof for the time being in force.

Appointed Date April 1, 2015 or such other date as may be approved by High Court of Gujarat at Ahmedabad

AS Accounting Standards, as issued by the Institute of Chartered Accountants of India

ASE Ahmedabad Stock Exchange Limited Auditor The Statutory Auditors of AIL Board/Board of Directors Board of Directors of AIL BSE BSE Limited Capital or Share Capital Share Capital of AIL CDSL Central Depository Services (India) Limited CEO Chief Executive Officer CFO Chief Financial Officer CIT Commissioner of Income Tax Act / Companies Act The Companies Act, 1956 and/or the Companies Act, 2013, as applicable Companies Act, 1956 Companies Act, 1956, as amended Companies Act, 2013 The Companies Act, 2013 and any Rules issued thereunder

5

Term Description

Court or High Court Hon‟ble High Court of Gujarat at Ahmedabad, as applicable, and shall include

the National Company Law Tribunal, if applicable in case of Transferee Company

CRM Customer Relationship Management CSR Corporate Social Responsibility DDT Dividend Distribution Tax Designated Stock Exchange („DSE‟)

BSE

Depositories Act The Depositories Act, 1996 and amendments thereto DP Depository Participant Effective Date Last of the dates on which the sanctions/ approvals or orders as specified in

Clause No. 19 of this Scheme has been obtained and/ or filed by the Transferor Company and the Transferee Company with the Registrar of Companies, Gujarat and other Governmental Authorities.

EGM Extraordinary General Meeting Eligible Shareholder(s) Eligible holder(s) of Equity Shares of AL as on the Record Date Equity Share(s) or Share(s)

Fully paid up equity shares of AIL having a face value of `10 each unless otherwise specified in the context thereof

ESI Act Employee‟s State Insurance Act, 1938 ESOP Employee Stock Ownership Plan FDI Foreign Direct Investment FEMA Foreign Exchange Management Act, 1999 FI Financial Institutions FII(s) Foreign Institutional Investors registered with SEBI under applicable laws Financial Year/Fiscal/FY

Period of twelve months ended March 31 of that particular year, unless otherwise stated

FSI Floor Space Index GDP Gross Domestic Product GoI Government of India Governmental Authority Applicable Central, State or local Government, statutory, regulatory,

departmental or public body or authority of relevant jurisdiction, legislative body or administrative authority, agency or commission or any court, tribunal, board, bureau or instrumentality thereof including Securities and Exchange Board of India, Stock Exchanges, Registrar of Companies, Regional Directors, Foreign Investment Promotion Board, Reserve Bank of India, or arbitration or arbitral body having jurisdiction, Courts and other government and India in each case.

HR Human Resourse HUF Hindu Undivided Family IFRS International Financial Reporting Standards Indian GAAP Generally accepted accounting principles in India IT Act The Income Tax Act, 1961 and amendments thereto ITAT Income Tax Appellate Tribunal JD Joint Development JDA Joint Development Agreement JV Joint Venture KMP Key Managerial Personnel LLP Limited Liability Partnership LLPIN Limited Liability Partnership Identification Number Memorandum/Memorandum of Association/MOA

Memorandum of Association of AIL

MAT Minimum Alternate Tax

6

Term Description

MoEF Ministry of Environment and Forest Mn Million Mn Sq.ft. Milion Square Feet N.A Non Applicable NBFC Non Banking Finance Company NOCs No Objection Certificates NR Non Resident NRI(s) Non Resident Indian(s) NSDL National Securities Depository Limited NSE National Stock Exchange of India Limited PAN Permanent Account Number RBI The Reserve Bank of India Record Date May 29, 2015 Registrar and Share Transfer Agent

Sharepro Services (India) Private Limited

ROC Registrar of Companies Scheme or Scheme of Arrangement or Scheme of Arrangement of Demerger or Demerger Scheme or Scheme of Demerger

Scheme of Arrangement under Sections 391 to 394 read with Sections 78, 100 to 104 of the Companies Act, 1956 amongst Arvind Limited and Arvind Infrastructure Limited and their respective shareholders and creditors, sanctioned by the High Court of Gujarat at Ahmadabad on March 30, 2015.

SCRA Securities Contracts (Regulation) Act, 1956 and amendment thereto SCRR Securities Contracts Regulation (Rules), 1957 SEBI Securities and Exchange Board of India SEBI Act, 1992 Securities and Exchange Board of India Act, 1992 and amendments thereto SEBI (ICDR) Regulations SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2009 and

amendments thereto TAN Tax Deduction Account Number TIN Tax Information Network Takeover Code The SEBI (Substantial Acquisition of Shares and Takeover) Regulations,

2011and amendments thereto USD United State Dollar VAT Value Added Tax Wealth Tax Act The Wealth Tax Act, 1957 and amendments thereto w.e.f With effect from

7

CURRENCY OF PRESENTATION

In this Information Memorandum all references to “Rupees” or “Rs.” or “`” are to Indian Rupees, the legal currency of the Republic of India.

8

CERTAIN CONVENTIONS, USE OF MARKET DATA Unless stated otherwise, the financial data in this Information Memorandum is derived from our financial statements. The fiscal year commences on April 1 and ends on March 31 of each year, so all references to a particular fiscal year are to the twelve month period ended March 31 of that year. In this Information Memorandum, any discrepancies in any table between the total and the sums of the amounts listed are due to rounding off. All references to “India” contained in this Information Memorandum are to the

Republic of India. All references to “Rupees” or “Rs.” or “`” are to Indian Rupees, the official currency of the Republic of India. For additional definitions, please refer to the chapter titled “Definitions and Abbreviations” beginning on page 4 of this Information Memorandum. Unless stated otherwise, industry data used throughout this Information Memorandum has been obtained from the published data. Such published data generally states 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 we believe that industry data used in this Information Memorandum is reliable, it has not been independently verified. The information included in this Information Memorandum about various other companies is based on their respective annual reports and information made available by the respective companies.

9

FORWARD LOOKING STATEMENTS

We have included statements in this Information Memorandum which contain words or phrases such as “will”,

“aim”, “will likely result”, “believe”, “expect”, “will continue”, “anticipate”, “estimate”, “intend‟, “plan”

“contemplate”, “seek to”, “future”, “objective”, “goal”, “project”, “should” “will pursue” and similar expressions or

variations of such expressions, that are “forward looking statements”. Our forward looking statements contain information regarding, among other things, our financial condition, future plans and business strategy. We have based these forward looking statements on our current expectations and projections about future events. All forward-looking statements are subject to risks, uncertainties and assumptions 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 our expectations include, among others:

General economic and business conditions in India and other countries; Our ability to successfully implement our strategy, our growth and expansion plans; Delay or inability to obtain such permits, licenses or approvals or failure to otherwise comply with

applicable laws, rules and regulations or changes in governmental policies or stricter or more burdensome regulations;

Delays in the completion of our development or projects;

Failure to maintain high levels of customer satisfaction. For further discussion of factors that could cause our actual results to differ, see the section titled “Risk Factors”

beginning on page 10 of this Information Memorandum. By their nature, certain 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. Additional factors that could cause actual results, performance or achievements to differ materially include, but are not limited to, those discussed under “Management’s Discussion and Analysis of Financial Condition and Results of Operations” “Industry” and “Our Business” beginning on page 171, 73 and 75 respectively of this Information Memorandum. We do not have any obligation to, and do not intend 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 materialize.

10

SECTION II - RISK FACTORS This is only a summary with Risk Factors related to investment in shares of the Company. The investors should read the following summary with the Risk Factors mentioned and the more detailed information about us and our financial statements included elsewhere in this Information Memorandum. Unless specified or quantified in the relevant risk factors below, we are not in a position to quantify the financial or other implication of any of the risks described in this section. The numbering of the risk factors has been done to facilitate ease of reading and reference and does not in any manner indicate the importance of one risk over another. INTERNAL RISKS Risks in relation to our Company 1. Our Company, promoters and some of our group companies are involved in certain legal proceedings.

Our Company, promoters and some of our group companies are involved in certain legal proceedings which are pending at different levels of adjudication before various courts and tribunals. If any of the cases pending are decided or determined against us, our promoter or any of our group companies, such decision may have an adverse effect on our business, results of operations and financial condition. If any of the cases filed against AL with respect to the Real Estate Undertaking prior to the demerger are decided or determined against AL, our Company would be required to honour the liabilities arising out these litigations, such decision may have adverse effect on our business, results of operations and financial condition. For further details, please refer to the chapter titled “Outstanding Litigation, Defaults and Material Developments' beginning on page 181 of this Information Memorandum. A classification of these legal and other proceedings are given in the following table:

Particulars Criminal proceedings

Civil proceedings

Tax matters

Total amount involved in ` in crore*

Against our company 1 2 3 0.79 By our company - - - - Against our promoters - - 3 - Against our group companies - 1 7 74.14 By our group companies - - 6 89.43 Against our joint ventures - 1 2 0.40

* Amount quantified in case of tax matters only wherever possible. For the purpose of quantifying the amount involved, we have only considered the financial implication of litigation. 2. Some of our Group Companies and Subsidiaries have incurred losses during the past three financial years. The following Group Companies and Subsidiaries have incurred losses in the past three financial years, details of which are us under:

(In ` Lacs)

11

Sr. No. Name of the Group Company Financial Information

As on March 31, 2015



1. Shruti Tradelink Private Limited (0.20) (0.23) 0.03 2. Aura Merchandise Private Limited (0.17) (0.07) (0.07) 3. Anukul Investments Private

Limited (3.91) (11.65) (5.55)

4. Anagram Knowledge Academy Limited

(373.31) (297.35) (244.01)

Sr. No. Name of the Subsidiary 1. Arvind Altura LLP (0.18) (0.36) N.A. 2. Changodar Industrial

Infrastructure (One) LLP (0.18) (0.21) N.A.

3. Ahmedabad Industrial Infrastructure (One) LLP

(1.24) (2.57) N.A.

4. Ahmedabad East Infrastructure LLP

(90.84) (20.61) (0.60)

5. Arvind Five Homes LLP (29.05) (0.24) N.A. 6. Arvind Infracon LLP (0.18) (0.19) N.A. 7. Arvind Beyond Five Club LLP (0.23) N.A. N.A. 8. Arvind Hebbal Homes Private

Limited 9.15 (0.60) 0.74

Losses incurred by our Group Companies and Subsidiaries may be perceived adversely by external parties such as customers, bankers, and suppliers, which may affect our reputation.

3. We are yet to receive or renew certain approvals or licenses required in the ordinary course of business, and the failure to obtain them in a timely manner or at all may adversely affect our operations.

We require certain statutory and regulatory permits, licenses and approvals to operate our business. We have made renewal applications for certain approvals or licenses that have expired or that are required for our business but have not yet received these approvals or licenses. If we fail to obtain the necessary approvals required by us to undertake our business, or if there is any delay in getting the necessary approvals, our business and our financial condition may be materially and adversely impacted. Also, we have not applied for any shops and establishment registration certificate for our corporate office. We cannot assure you that the relevant authority will not take any action against us in our inability to obtain the registration certificate. For details regarding the pending government approvals, please refer to the section titled “Risk Factors” beginning on page 10 of this Information Memorandum.

4. Our registered office has not been taken in the Company’s name.

The registered office of the Company is in the name of the parent company, AL. Our Company shares its registered office with other offices forming part of the Lalbhai Group. Our Company has entered into leave and license agreement dated May 11, 2015 with AL for the purposes of the same.

5. Our Company has limited operating history in the development of real estate. Our Company has forayed into the business of development of real estate since 2008 only and hence has a limited operating history in this sector. As such, this may involve risks and difficulties with which our Company may not be familiar. Our Company may not be successful in the business of development of real estate and we cannot provide you with any assurances as to the sustainability of our business and the timing and amount of any returns or benefits that we may receive from this business. Our inability to successfully expand our business may adversely affect our prospects and could constrain our long term growth prospects.

12

6. Some of our trademarks are not owned by our Company. Also many of our trade marks may not be registered and we may be subject to claims alleging breach of third-party intellectual property rights.

Some of the trademarks used by our projects are owned by the parent company, AL. We have entered into an assignment deed dated January 19, 2015 with AL for the use of the said trademarks by our Company. Further, our Company has applied for the registration of our logo and word mark as well as other trademarks. As on date, we have 16 trademark applications pending before the Trade Marks Registry, Ahmedabad. There can be no assurance that our Company would be able to register the trademarks or that third parties will not infringe on our intellectual property or misuse the said names or logos, which may adversely affect our business, prospects and reputation. Further, we may become subject to claims by third parties if we use logos, names, or other such subjects in breach of any intellectual property rights registered by such third party. Any legal proceedings pursuant to such claims, or settlements thereunder, may divert management attention and require us to pay financial compensation to such third parties, as well as compel us to change our logo, or brand names of our products and services, which could adversely affect our business, prospects, results of operation and financial condition.

7. We are highly dependent on our senior management to manage our current operations and meet future business challenges.

Our future success is highly dependent on expertise, experience and services of Company's senior management to maintain strategic direction, manage current operations and risk profile and meet future business challenges, including the planned expansion and the addition of new projects. Loss of, or inability to attract or retain, such persons could adversely affect our business and results of operations. If one or more of these key personnel are unwilling or unable to continue in their present positions, we may not be able to replace them with persons of comparable skill and expertise promptly or at all, and we may not be able to further augment our management team appropriately and this could have a materially adverse effect on our business, results of operations and financial condition.

8. We may suffer uninsured losses or experience losses exceeding our insurance limits.

Our real estate projects could suffer physical damage from fire or other causes, resulting in losses, which may not be fully compensated by insurance. In addition, there are certain types of losses, such as those due to earthquakes, floods, other natural disasters, terrorism or acts of war, which may be uninsurable or are not insurable at a reasonable premium. The proceeds of any insurance claim with respect to insurance that either we or our contractors have taken may be insufficient to cover any expenses faced by us including higher rebuilding costs as a result of inflation, changes in building regulations, environmental issues as well as other factors. Should an uninsured loss or a loss in excess of insured limits occur, we may loose the capital invested in and the anticipated revenue from the affected property. If we suffer any losses, damages and liabilities in the course of our operations and real estate development, we may not have sufficient insurance or funds to cover any such losses. We may have to bear the costs associated with any damage suffered by us in respect of these uninsured projects or uninsured events. We have taken money insurance policy for money in transit and money in safe which also extends to cover loss arising out of riot, strike & terrorist activity for its corporate office. We have also taken tractor policy and vehicle insurance policy other than the contractor all risk insurance policy and workmen compensation policy among other insurance policy which are standard to our industry.

9. We have entered into related party transactions in the past and may continue to do so in future. Such

transactions or any future transactions with related parties may potentially involve conflict of interest and impose certain liabilities on our Company. Further, certain of our related party transactions may not have been undertaken on an arm’s length basis.

We have, in the course of our business, entered into transactions with related parties. There can be no assurance that we could not have achieved more favourable terms had such transactions not been entered into with these related parties. Such related party transactions may give rise to potential conflicts of interest with respect to

13

dealings between us and the related parties. Furthermore, it is likely that we will continue to enter into related party transactions in the future and such transactions, individually or in the aggregate, may have an adverse effect on our financial condition, cash flows and results of operations.

10. If our employees unionize, we may be subject to industrial unrest, slowdowns and increased wage costs.

India has stringent labour legislation that protects the interests of workers, including legislation that sets forth detailed procedures for the establishment of unions, dispute resolution and employee removal and legislation that imposes certain financial obligations on employers upon retrenchment. Although our employees are not currently unionized, there can be no assurance that they will not unionize in the future. If our employees unionize, it may become difficult for us to maintain flexible labour policies, and our business may be adversely affected.

11. Our contingent liabilities could adversely affect our financial condition.

Our contingent liabilities as disclosed in our audited financial statements as on March 31, 2015 were as follow:

Particulars Amount (In ` Lacs)

Income Tax for AY 2011-12 7.52 Other commitments for supply of construction materials and labour

298.07

Total 305.59 12. We have experienced negative cash flows in prior periods and may continue to do so in the future, which

could have a material adverse effect on our business, prospects, financial condition, cash flows and results of operations. We have experienced negative cash flows from operating, investing and financing activities in the past, the details of which are provided below:

(in ` Lacs)

Particulars For the year ended March 31

2014 2013 2012 2011 Net cash from operating activities (414.93) (6,981.24) 215.12 2,185.28 Net cash from investing activities (5708.10) (308.56) 362.35 (1,639.29) Net cash from financing activities 8,386.44 (3,046.84) (595.31) (609.72) Net Cash Flow 2,263.41 (10,336.64) (17.84) (63.73) We may incur negative cash flows in the future which may have a material adverse effect on our business, prospects, results of operations and financial condition. 13. We have taken certain loans including unsecured loans, which may be recalled by our lenders at any time.

As on March 31, 2015 our total financial indebtedness is `2,749.82 Lacs. Out of that our secured indebtedness amounting to `23.49 Lacs which can‟t be recalled at any time except in case of failure of repayment. However, our unsecured loans amounting to `2,726.33 Lacs can be recalled by our lenders at any time. If our lenders exercise their right to recall a loan, it could have a material adverse effect on our financial position.

14. Our Company has not paid any dividends in the past in order to conserve the resources. However, the ability to pay dividends in the future will depend upon future earnings, financial condition, cash flows, working capital requirements and capital expenditures. Our Company has not paid annual dividends in the past in order to plough back the surplus. The management would put in place a distribution policy commensurate with future growth plans and available surplus.

14

However, the ability to pay dividends in the future will depend upon future earnings, financial condition, cash flows, working capital requirements and capital expenditures.

Risks in Relation to our Business 15. Our business require certain permits from government and regulatory authorities in the ordinary course of

business in relation to the environment and land development and any delay or inability to obtain them in a timely manner or at all may adversely affect our business, results of operations, financial condition and prospects. Our business model depends on our compliance with laws and regulations promulgated by central, state and local governments, which are responsible for land and development as well as obtaining requisite approvals, permissions, consents and NoCs from Gujarat Pollution Control Board (GPCB), and the MoEF amongst others, and/or receiving no objections for various activities proposed to be undertaken. Moreover, we may need to apply for additional approvals in the future. Further, we may need to renew some of the approvals, which may expire, from time to time, in the ordinary course. There can be no assurance that the approvals and permits issued to us will not be suspended or revoked in the event of non-compliance or alleged non-compliance with any term or condition thereof, or pursuant to any regulatory action. Further, if we fail to obtain or renew any applicable approvals and permits in a timely manner, our ability to undertake our businesses may be adversely impacted, which could adversely affect our results of operations and profitability.

16. We are dependent upon a few independent construction contractors and third party entities whom we do not

control for the development and sale of our projects, and the inability or unwillingness or such third parties to provide their services to us on a timely and cost-efficient basis may adversely affect our results of operations.

We enter into agreements with independent construction contractors and third party entities to design, construct and sell our projects in accordance with our specifications and quality standards and under the time frames provided by us. We require the services of other third parties, including architects, engineers, and other suppliers of labour and materials. If a contractor fails to perform its obligations satisfactorily or within the prescribed time periods with regard to a project, we may be unable to develop the project within the intended timeframe, at the intended cost, or at all. If this occurs, we may be required to incur additional cost or time to develop the property, which could result in reduced profits or in some cases, significant penalties and losses. We cannot assure you that the services rendered by any of our independent construction contractors will always be satisfactory or match our requirements for quality. Also, the timing and quality of construction of the projects we develop depends on the availability and skill of these third parties, as well as contingencies affecting them, including labour and raw material shortages and industrial action such as strikes and lockouts. We may only have limited control over the timing or quality of services and sophisticated machinery or supplies provided by such third parties and are highly dependent on the services of such third parties. We may not be able to identify appropriately experienced third parties and cannot assure you that skilled third parties will continue to be available at reasonable rates and in the areas in which we undertake our projects, or at all. As a result, we may be required to make additional investments or provide additional services to ensure the adequate performance and delivery of contracted services. Any consequent delay in project execution could adversely affect our profitability and reputation.

17. Work stoppages and other labour problems could adversely affect our business.

We operate in a labour-intensive industry and we or our contractors may hire casual labour in relation to our projects. If we or our contractors are unable to negotiate with the workmen or the sub-contractors, it could result in work stoppages or increased operating costs as a result of higher than anticipated wages or benefits. In addition, it may be difficult to procure the required labour for existing or future projects. These factors could adversely affect our business, financial condition, results of operations and cash flows.

18. We may face stiff competition for procuring raw materials. Fluctuations and volatility in the prices of key

raw materials may adversely affect the performance of the Company.

15

Some of the key raw materials for real estate development industry are cement, steel, bricks, sand, wood, alumunium doors and windows, sanitary wares, etc. and are subject to volatility of price on account of various economic factors which are beyond our control. If, for any reason, our primary suppliers of raw materials should curtail or discontinue their delivery of such materials to us in the quantities we need and at prices that are competitive, our ability to meet our material requirements for our projects could be impaired, our construction schedules could be disrupted, and we may not be able to complete our projects as per schedule. We have been in the real estate housing space for approximately half decade and have established relationship with the suppliers of various raw materials. The purchase department of our Company on a day-to-day basis monitors and ensures timely supply of materials in desired quantity, proper usage of the materials and progress of the work as per the project schedule and accordingly procure various raw materials. However, increase in raw material prices and short supplies of raw materials on account of various factors in the economy are beyond the control of our purchase department and management which may lead to either increase in the cost of raw materials or delay in the project schedule.

19. Increase in prices of, shortages of, or delays or disruptions in the supply of building materials could harm our results of operations and financial condition. We procure building materials for our properties, such as steel, cement, flooring products, hardware, bitumen, sand and aggregates, doors and windows, bathroom fixtures and other interior fittings from third party suppliers. The prices and supply of such building materials depend on factors not under our control, including general economic conditions, competition, production levels, and import duties. Our ability to develop and construct properties profitably is dependent upon our ability to source adequate building supplies for use by our construction contractors. During periods of shortages in building materials, especially cement and steel, we may not be able to complete properties according to our construction schedules, at our estimated property development cost, or at all, which could harm our results of operations and financial condition. In addition, during periods where the prices of building materials significantly increase, we may not be able to pass these price increases on to our customers, which could reduce or eliminate the profits we intend to attain with regard to our properties. Prices of certain building materials, such as cement and steel, in particular are susceptible to rapid increases. Additionally, our supply chain for these building supplies may be periodically interrupted by circumstances beyond our control, including work stoppages and labor disputes affecting our suppliers, their distributors, or the transporters of our supplies, including poor quality roads and other transportation related infrastructure problems, inclement weather, and road accidents.

20. Delays in the completion of our development of projects or complying with our construction contract schedules may impact our business. Property developments typically require substantial capital outlay during the construction period which may take an extended period of time to complete, and before a potential return can be generated. The time and costs required to complete a property development may be subject to substantial increases due to several factors, including shortages of, or price increases with respect to, construction materials (which may prove defective), equipment, technical skills and labor, purchase of land, construction delays, unanticipated cost increases, changes in the regulatory environment, adverse weather conditions, third party performance risks, environmental risks, changes in market conditions, delays in obtaining the requisite approvals and permits from the relevant authorities, court orders or notices or orders from regulatory authorities and other unforeseeable problems and circumstances. Any of these factors may lead to delays in, or prevent the completion of, a project and result in costs substantially exceeding those originally budgeted for. The cost overruns may not be adequately compensated by contractual indemnities, which may affect our business, financial condition and results of operations. In addition, any delays in completing our projects as scheduled could result in penalty payments to customers, dissatisfaction among our customers, resulting in negative publicity and lack of confidence among investors and potential residents. Additionally, we may not achieve the economic benefits expected of our development and failure to obtain expected economic benefits could adversely affect our

16

business, financial condition and results of operations. In the event there are any delays in the completion of our development projects, our business, financial condition and results of operations would be adversely affected.

21. We may incur losses on account of non-performance by external agencies. Our projects require the services of contractors, sub-contractors and various other parties including architects, engineers, and suppliers of labour and materials for our projects. External agencies as per the terms of their contract are required to complete the entrusted work within the given timeframe at agreed cost maintaining the quality of the work. However, at times due to certain unavoidable circumstances beyond the control of these external agencies, the work is not completed on time, which may lead to us incurring losses for a particular contract and may lead to overall reduction in the profitability of a particular project. We carry out all major activities on our own and issue certain work orders for petty activities only which do not have a major effect on the completion of our projects.

22. Our inability to identify and acquire land in locations with growth potential affects our business.

Our ability to identify suitable parcels of land for development and subsequent sale forms an integral part of our business. Our strategy includes acquiring and developing land, therefore our ability to identify land in the right location is critical for a property development. Our decision to acquire land involves taking into account the size and location of the land, preferences of potential customers, economic potential of the region, the proximity of the land to civic amenities and urban infrastructure, the willingness of landowners to sell the land to us on terms which are favourable to us, the ability to enter into an agreement to buy land from multiple owners, the availability and cost of financing such acquisitions, encumbrances on targeted land, government directives on land use, and obtaining permits and approvals for land acquisition and development. Any failure to identify and acquire suitable parcels of land for development in a timely manner may reduce the number of properties that can be undertaken by us and thereby affect our business prospects, financial condition and results of operations.

23. We are dependent on the performance of, and the conditions affecting, the real estate market in Ahmedabad and Bengaluru. Historically, we focused our real estate development activities in and around the city of Ahmedabad, western part of India. To date, most of our completed properties and the majority of our properties under development are located in and around Ahmedabad and Bengaluru. As a result, our business, financial condition and results of operations have been and will continue to be heavily dependent on the performance of, and prevailing conditions affecting, the real estate market in Ahmedabad and Bengaluru. The real estate market in Ahmedabad and Bengaluru may perform differently from, and be subject to market and regulatory developments different from, real estate markets in other parts of India. We cannot assure you that the demand for our properties in Ahmedabad and Bengaluru will grow, or will not decrease, in the future. Real estate properties take a substantial amount of time to develop and we could incur losses if we purchase land during periods, when land prices are high, and we have to sell or lease our developed properties when land prices are relatively lower. The real estate market in Ahmedabad and Bengaluru may be affected by various factors beyond our control, including prevailing local economic conditions, changes in supply and demand for properties comparable to those we develop, and changes in applicable governmental schemes. These and other factors may negatively contribute to changes in real estate prices, the demand for and valuation of our current and future properties under development, may restrict the availability of land in Ahmedabad and Bengaluru, and may adversely affect our business, financial condition and results of operations. If property prices fall in Ahmedabad and Bengaluru, our business, financial condition and results of operations could be materially and adversely affected.

24. We face uncertainty of title to our lands.

The difficulty of obtaining title guarantees in India means that title records provide only for presumptive rather than guaranteed title. The original title to lands may often be fragmented and the land may have multiple

17

owners. Some of these lands may have irregularities of title, such as non-execution or non registration of conveyance deeds and inadequate stamping and may be subject to encumbrances of which we may not be aware. Additionally, some of our properties are being executed through joint ventures in collaboration with third parties. In some of these properties, the title to the land may be owned by one or more of such third parties, and as such, in such instances, we cannot assure you that the persons with whom we enter into joint ventures or collaboration agreements have clear title to such lands. While we conduct due diligence and assessment exercises prior to acquiring land or entering into joint development agreements with land owners and undertaking a property development, we may not be able to assess or identify all risks and liabilities associated with the land, such as faulty or disputed title, unregistered encumbrances or adverse possession rights. As a result, most of these lands do not have guaranteed title and title has not been independently verified. The uncertainty of title to land makes the acquisition and development process more complicated, may impede the transfer of title, expose us to legal disputes and adversely affect our land valuations. Legal disputes in respect of land title can take several years and considerable expense to resolve if they become the subject of court proceedings and their outcome can be uncertain. If we or the owners of the land, with whom we enter into development agreements are unable to resolve such disputes with these claimants, we may lose our interest in the land. The failure to obtain good title to a particular plot of land may materially prejudice the success of a development for which that plot is a critical part and may require us to write off expenditures in respect of the development. In addition, lands for which we or entities which have granted us development rights, have entered into agreements to acquire but have not yet acquired form a significant part of our growth strategy and the failure to obtain good title to these lands could adversely impact our property valuations and prospects.

25. We conduct due diligence and assessment exercises prior to acquisition of land for undertaking development, but we may not be able to assess or identify certain risks and liabilities.

We constantly acquire lands for our various development activities and these may be acquired either directly or through subsidiaries or entities identified by us for this purpose. We have an internal assessment process on land selection and acquisition which includes a due diligence exercise to assess the title of the land and preparation of feasibility reports to assess its development and marketability.

Our internal assessment process is based on information that is available or accessible by us. There can be no

assurance that such information is accurate, complete or current. Any decision based on inaccurate, incomplete or dated information may result in risks and liabilities associated with acquiring and owning such parcels of land, being passed onto us. This may adversely affect our business, financial condition and results of operations.

26. We compete in our businesses with a number of real estate development companies.

We operate our businesses in an intensely competitive and highly fragmented industry with low entry barriers. We face significant competition in our business from a large number of Indian real estate development who also operate in the same regional markets as us. The extent of the competition we face in a potential property depends on a number of factors, such as the sector, the size and type of property development, contract value and potential margins, the complexity and location of the property development, the reputations of the customer and us, and the risks relating to revenue generation. Given the fragmented nature of the real estate development industry, we often do not have adequate information about the property developments our competitors are developing and accordingly, we run the risk of underestimating supply in the market. Our business plan is to expand across central and northern part of India, however, our operations have historically focused in the city of Ahmedabad and Bengaluru. As we seek to diversify our regional focus, we face the risk that some of our competitors, who are also engaged in real estate development, may be better known in other markets, enjoy better relationships with land-owners and international or domestic joint venture partners, may gain early access to information regarding attractive parcels of land and be better placed to acquire such land.

27. Our property developments are subject to various environmental regulations and other applicable legislation

and instances of violations or non-compliance could adversely affect our properties.

18

We are required to conduct an environmental assessment of our properties before receiving regulatory approval for these properties. These environmental assessments may reveal material environmental problems, which could result in our not obtaining the required approvals. Further, we are also required to comply with various other regulations during the course of development of our properties. Additionally, if environmental problems are discovered during or after the development of a property, we may incur substantial liabilities relating to clean up and other remedial measures and the value of the relevant properties could be adversely affected.

28. There could be unscheduled delays and cost overruns in relation to our Ongoing and Upcoming Projects.

There could be unscheduled delays and cost overruns in relation to our Ongoing and Upcoming Projects. We cannot assure you that we will be able to complete our properties, including those that may be undertaken in future, within the stipulated budget and time schedule. As we would incur the cost of delays or overruns, this could adversely affect our results of operations and financial condition.

29. If we are not able to manage our growth, our business and financial results could be adversely affected. We are embarking on a growth strategy which involves a substantial expansion and diversification of our current business. In furtherance of this strategy, we have recently acquired or entered into agreements to acquire large areas of land. Such a growth strategy will place significant demands on our management as well as our financial, accounting and operating systems. Further, as we scale-up and diversify our operations, we may not be able to execute our property developments efficiently, which could result in delays, increased costs and affect the quality of our developments, and may adversely affect our reputation. Such expansion also increases the challenges involved in preserving a uniform culture, set of values and work environment across our properties, developing and improving our internal administrative infrastructure, particularly our financial, operational, communications, internal control and other internal systems; recruiting, training and retaining sufficient skilled management, technical and marketing personnel; maintaining high levels of client satisfaction; and adhering to health, safety, and environmental standards. Our failure to manage our growth could have an adverse effect on our business, financial condition and results of operations.

30. Our operations and the work force on the property sites are exposed to various hazards. We conduct various site studies prior to the acquisition of any parcel of land and its construction and development. However, there are certain unanticipated or unforeseen risks that may arise due to adverse weather and geological conditions such as storms, outbreaks of disease, hurricanes, lightning, floods, landslides, rockslides and earthquakes and other reasons. Additionally, our operations are subject to hazards inherent in providing or hiring sub-contractors for architectural and construction services, such as risk of equipment failure, impact from falling objects, collision, work accidents, fire, or explosion, including hazards that may cause injury and loss of life, severe damage to and destruction of property and equipment, and environmental damage. If any one of these hazards or other hazards were to impact our business, our results of operations may be adversely affected.

31. Our business is heavily dependent on our ability and our customers’ ability to obtain real estate financing in India.

The real estate market is significantly affected by changes in economic conditions, government policies, interest rates, income levels, demographic trends and employment, among other factors. These factors can negatively affect the demand for and valuation of our Ongoing Projects and Upcoming Projects. For example, lower interest rates may assist us in procuring borrowings at attractive terms for the purchase of land or development of our projects. Rising interest rates could discourage our customers from borrowing to finance real estate purchases as well as companies, such as us, from incurring indebtedness to purchase or develop land. As such, our business could be adversely affected if the demand for, or supply of, real estate financing at attractive rates and other terms were to be adversely affected. Additionally, stricter provisioning and risk weightage norms imposed by the RBI in relation to real estate loans by banks and finance companies could reduce the attractiveness of property or developer financing and the RBI or the GoI may take further measures designed to reduce or having the effect of reducing credit to the real estate

19

sector. In the event of any change in fiscal, monetary or other policies of the GoI and a consequent withdrawal of income tax benefits, our business and results of operations may be adversely affected. A large number of our customers, especially buyers of residential properties, finance their purchases by raising loans from banks and other lenders. The availing of home loans for residential properties has become particularly attractive due to income tax benefits and high disposable incomes. The availability of home loans may however, be affected if such income tax benefits are withdrawn or the interest rates on such loans continue to increase or there is a decrease in the availability of home loans. This may affect the ability of our customers to finance the purchase of their residential properties and may consequently affect the demand for our projects.

32. We face significant risks with respect to the length of time needed to complete each project.

It may take several years following the acquisition of land before income or positive cash flows can be generated through the sale of a completed real estate development project. Generally, the time required to complete a real estate construction and development project is significant. Changes to the business environment during such time may affect the costs and revenues associated with the project and can ultimately affect the profitability of the project. For example, during this time there can be changes to the national, state and local business climate and regulatory environment, local real estate market conditions, perceptions of prospective customers with respect to the convenience and attractiveness of the project, and changes with respect to competition from other property developments. If such changes occur during the time it takes to complete a certain project, our returns on such project may be lower than expected and our financial performance may be adversely affected.

33. The success of our business is dependent on our ability to anticipate and respond to consumer requirements, both in terms of the type and location of our projects.

The growing disposable income of India‟s middle and upper income classes, together with changes in lifestyles, has resulted in a substantial change in the nature of these consumers‟ demands. Increasingly, consumers are seeking better housing and better amenities in new residential developments. Our focus on the development of high quality luxury and comfort residential accommodation requires us to satisfy these demanding consumer expectations. The range of amenities now demanded by consumers include those that have historically been uncommon in India‟s residential real estate market such as 24-hour electricity, gardens, community space, security systems, playgrounds, swimming pools, fitness centres, tennis courts, squash courts and golf courses. As a result, our ability to anticipate and understand the demands of the prospective customers is critical to the success of our real estate development business. If we fail to anticipate and respond to consumer requirements, we could lose current or potential clients to competitors, which in turn could adversely affect our business and prospects. The growth of the Indian economy has also led to changes in the way businesses operate in India resulting in a substantial change in the nature of these consumers‟ demands. The growth and success of our

commercial business depends on the provision of high quality office space to attract and retain clients who are willing and able to pay rent or purchase price at suitable levels, and on our ability to anticipate the future needs and expansion plans of these clients. Therefore our ability to anticipate and understand the demands of the prospective customers is critical to the success of our property development business. We believe that one of our key strengths is our ability to acquire land in new areas and the ability to develop projects in these areas in anticipation of consumer demand and deliver residential projects at very competitive margins. We may face the risk that our competitors may be better known in the markets that are new to us and gain early access to information regarding attractive parcels of land and be better placed to acquire such land.

34. If we are not able to implement our growth strategies or manage our growth, our business and financial results could be adversely affected. We are embarking on a growth strategy which involves a substantial expansion of our current business. Such a growth strategy will place significant demands on our management as well as our financial, accounting and operating systems. Even if we have successfully executed our business strategies in the past, there can be no

20

assurance that we will be able to execute our strategies on time and within the estimated budget, or that we will meet the expectations of targeted customers. Further, as we expand our operations, we may be unable to manage our business efficiently, which could result in delays, increased costs and affect the quality of our projects, and may adversely affect our reputation. Such expansion also increases the challenges involved in preserving a uniform culture, set of values and work environment across our business operations, developing and improving our internal administrative infrastructure, particularly our financial, operational, communications, internal control and other internal systems, recruiting, training and retaining management, technical and marketing personnel, maintaining high levels of client satisfaction, and adhering to health, safety, and environmental standards. Our failure to manage our growth could have an adverse effect on our business, financial condition and results of operations.

35. We may experience difficulties expanding our business into new geographic areas.

As a part of our strategy we intend to expand our geographic reach to other locations in India. We initially concentrated our real estate business in the Ahmedabad region and later expanded our operations to include other cities such as Bengaluru. The level of competition, regulatory practices, business practices and customs, customer tastes, behavior and preferences in cities where we plan to expand our operations may differ from those in the Ahmedabad and Bengaluru region and our experience in such cities may not be applicable to new cities. In addition, as we enter new markets, we are likely to compete with local developers who have an established local presence, are more familiar with local regulations, business practices and customs, and have stronger relationships with local contractors and relevant government authorities, all of which may collectively or individually give them a competitive advantage over us. While expanding into various other regions, our business will be exposed to various additional challenges, including seeking governmental approvals from government bodies with which we have no previous working relationship, identifying and collaborating with local business partners, contractors and suppliers with whom we may have no previous working relationship, identifying and obtaining development rights over suitable properties, successfully gauging market conditions in local real estate markets with which we have no previous familiarity, attracting potential customers in a market in which we do not have significant experience, local taxation in additional geographic areas of India and adapting our marketing materials and operations to different regions of India in which other languages are spoken. We can provide no assurance that we will be successful in expanding our business to include other markets in India. Any failure by us to successfully carry out our plan to geographically diversify our business could have a material adverse effect on our revenues, earnings and financial condition and could constrain our long term growth and prospects.

36. The launch of new projects that prove to be unsuccessful could impact our growth plans and may adversely impact earnings. As part of our strategy, we introduce new project developments in the Indian market. Each of the elements of new project initiatives carries significant risks, as well as the possibility of unexpected consequences, including (1) acceptance by and sales of the new project initiatives to our customers may not be as high as we anticipate (2) our marketing strategies for the new projects may be less effective than planned and may fail to effectively reach the targeted consumer base or engender the desired consumption; (3) we may incur costs exceeding our expectations as a result of the continued development and launch of the new projects; (4) we may experience a decrease in sales of certain of our existing projects as a result of the introduction of nearby new projects; and (5) any delays or other difficulties impacting our ability, or the ability of our third party contractors and developers, to develop and construct projects in a timely manner in connection with launching the new project initiatives. Each of the risks referred to above could delay or impede our ability to achieve our growth objectives or we may not be successful in achieving our growth objectives at all through these means, which could have an adverse effect on our business, results of operations and financial condition.

21

37. Land is subject to compulsory acquisition by the government and compensation in lieu of such acquisition may be inadequate. The right to own property in India is subject to restrictions that may be imposed by the Government. In particular, the Government under the provisions of the Right to Fair Compensation and Transparency in Land Acquisition, Rehabilitation and Resettlement Act, 2013 and (the “Land Acquisition Act”) has the right to compulsorily acquire any land if such acquisition is for a “public purpose”, after providing compensation to the owner. However, the compensation paid pursuant to such acquisition may not be adequate to compensate the owner for the loss of such property. The likelihood of such acquisitions may increase as central and state governments seek to acquire land for the development of infrastructure projects such as roads, railways, airports and townships. Additionally, we may face difficulties in interpreting and complying with the provisions of the Land Acquisition Act, due to limited jurisprudence on them in the event our interpretation differs from or contradicts any judicial pronouncements or clarifications issued by the government. In the future, we may face regulatory actions or we may be required to undertake remedial steps. Any such action in respect of any of the projects in which we are investing or may invest in the future may adversely affect our business, financial condition or results of operations.

38. Our business and growth plan could be adversely affected by the incidence and rate of taxes and stamp duties. As a property owning and development company, we are subject to the property tax regime in each state where our projects are located. These taxes could increase in the future, and new types of property taxes may be established which would increase our overall development and other costs. We also buy and sell properties throughout India; property conveyances are generally subject to stamp duty. If these duties increase, the cost of acquiring properties will rise, and sale values could also be affected. Additionally, if stamp duties were to be levied on instruments evidencing transactions which we believe are currently not subject to such duties, such as the grant or transfer of development rights, our acquisition costs and sale values would be affected, resulting in a reduction of our profitability. Any such changes in the incidence or rates of property taxes or stamp duties could have an adverse affect on our financial condition and results of operations. Also, the taxation system within India still remains complex. Each state in India has different local taxes and levies including sales tax / value added tax and octroi. Changes in these local taxes and levies may impact our profits and profitability. Any negative changes in the regulatory conditions in India or our other geographic markets could adversely affect our business operations or financial conditions. For further details, please refer to the chapter titled “Statement of Tax Benefits” beginning on page 62 of this Information Memorandum.

39. We depend on our information technology systems in managing our construction and development process, logistics and other integral parts of our business. Our information technology systems are important to our business. We utilise information technology systems in connection with overall project management, human resources and accounting. Any failure in our information technology systems could result in business interruption, adversely affecting our reputation and weakening of our competitive position and could have an adverse effect on our financial condition and results of operations.

40. Our established brand name may be adversely affected by events beyond our control.

We believe the “Arvind” brand is recognisable amongst the populace in India due to its long presence in the Indian market and the diversified businesses in which the Lalbhai group operates. However, there can be no assurance that this established brand name will not be adversely affected in the future by events such as actions that are beyond our control, including customer complaints, developments in other businesses that use this brand or adverse publicity from any other source. Any damage to this brand name, if not immediately and sufficiently remedied, could have an adverse effect on our business, financial condition and results of operations.

22

41. The cyclical nature of the Indian real estate market could cause us to experience fluctuations in property values over time. Historically, the Indian real estate market has been cyclical, a phenomenon that can affect the optimal timing for both the acquisition of sites and the sale of our projects. We cannot assure you that real estate market cyclicality will not continue to affect the Indian real estate market in the future. As a result, we may experience fluctuations in property values over time which in turn may adversely affect our business, financial condition and results of operations.

42. The Company is subject to interest rate risk. To the extent that our Company incurs floating rate indebtedness for its projects in the real estate sector, changes in interest rates may increase its cost of borrowing, impacting its profitability and having an adverse effect on its ability to pay dividends to its shareholders. Interest rates are highly sensitive to many factors, including governmental, monetary and tax policies, domestic and international economic and political conditions, and other factors beyond the Company‟s control. Interest rate increases could result in our Company‟s interest expense exceeding the income from its property portfolio, which may result in operating losses for the Company. EXTERNAL RISK FACTORS

43. A slowdown in economic growth in India could cause our business to suffer.

Our performance and growth are dependent on the health of the Indian economy. The economy could be adversely affected by various factors such as political or regulatory action, including adverse changes in liberalization policies, social disturbances, terrorist attacks and other acts of violence or war, natural calamities, interest rates, commodity and energy prices and various other factors. Any slowdown in the Indian economy may adversely impact our business and financial performance and the price of our Shares. The Indian securities markets are smaller than securities markets in more developed economies. Indian stock exchanges have in the past experienced substantial fluctuations in the prices of listed securities. These exchanges have also experienced problems that have affected the market price and liquidity of the securities of Indian companies, such as temporary exchange closures, broker defaults, settlement delays and strikes by brokers. In addition, the governing bodies of the Indian stock exchanges have from time to time restricted securities from trading, limited price movements and restricted margin requirements. Further, disputes have occurred on occasion between listed companies and the Indian stock exchanges and other regulatory bodies that, in some cases, have had a negative effect on market sentiment. If similar problems occur in the future, the market price and liquidity of the Shares could be adversely affected.

44. Financial instability in Indian financial markets could adversely affect our results of operations and

financial condition.

The Indian financial market and the Indian economy are influenced by economic and market conditions in other countries, particularly in Asian emerging market countries. Financial turmoil in Asia, the United States of America, Europe and elsewhere in the world in recent years has affected the Indian economy. Although economic conditions are different in each country, investors‟ reactions to developments in one country can have

adverse effects on the securities of companies in other countries, including India. A loss in investor confidence in the financial systems of other markets may increase volatility in Indian financial markets and, indirectly, in the Indian economy in general.

45. Hostilities, terrorist attacks, civil unrest and other acts of violence could adversely affect the financial

markets and our business.

Terrorist attacks and other acts of violence or war may adversely affect the Indian markets on which our Equity Shares will trade. These acts may result in a loss of business confidence, make travel and other services more difficult and have other consequences that could have an adverse effect on our business. In addition, any deterioration in international relations, especially between India and its neighbouring countries, may result in

23

investor concern regarding regional stability which could adversely affect the price of our Equity Shares. In addition, India has witnessed local civil disturbances in recent years and it is possible that future civil unrest as well as other adverse social, economic or political events in India could have an adverse impact on our business. Such incidents could also create a greater perception that investment in Indian companies involves a higher degree of risk and could have an adverse impact on our business and the market price of our Equity Shares.

46. Political instability or a change in economic liberalization and deregulation policies could seriously harm

business and economic conditions in India generally and our business in particular.

The Government of India has traditionally exercised and continues to exercise influence over many aspects of the economy. Our business and the market price and liquidity of our Equity Shares may be affected by interest rates, changes in Government policy, taxation, social and civil unrest and other political, economic or other developments in or affecting India. The rate of economic liberalization could change, and specific laws and policies affecting the real estate sector, foreign investment and other matters affecting investment in our securities could change as well. Any significant change in such liberalization and deregulation policies could adversely affect business and economic conditions in India, generally, and our business, prospects, financial condition and results of operations, in particular.

47. Restrictions on foreign investment in the real estate sector may hamper our ability to raise additional capital. The Consolidated FDI Policy (the "Policy") imposes certain conditions on investment in real estate sector in India. It permits foreign direct investment of up to 100% subject to the project fulfilling certain specified conditions. The Policy, however, is subject to differing interpretations. For example, foreign direct investment is subject to the condition that for joint ventures with Indian partners the "minimum capitalization" should be US$ 5 million. However, there is some ambiguity on what is meant by "minimum capitalization". In addition, although the Policy stipulates that funds have to be brought in within six months of "commencement of business of the Company", the term "commencement of business of the Company" has not been defined or explained and may also be subject to differing interpretations. There can be no assurance as to the position the Government of India will take in interpreting the provisions of the Policy. Further, while the Government of India has permitted FDI of up to 100% without prior regulatory approval in townships, housing, built-up infrastructure and construction and development projects, the same is subject to such investment with certain restrictions. Our Company's inability to raise additional capital as a result of these and other restrictions may adversely affect the business and prospects of our Company.

48. Any downgrading of India's debt rating by an international rating agency could have a negative impact on our business.

Any adverse revision to India's credit ratings for domestic or international debt by international rating agencies may adversely impact our ability to raise additional financing and the interest rates and other commercial terms at which such funding is available. This could have an adverse effect on our business and future financial performance, our ability to obtain financing for capital expenditures and the trading price of our Equity Shares.

49. Any future issuance of Equity Shares may dilute the shareholding of the shareholders and sales of our

Equity Shares by major shareholders may adversely affect the trading price of the Equity Shares.

Any future equity issuances by us, may lead to the dilution of shareholding of the shareholders in our Company. Any future equity issuances by us or sales of our Equity Shares by major shareholders may adversely affect the trading price of the Equity Shares. In addition, any perception by investors that such issuances or sales might occur could also affect the trading price of our Equity Shares.

50. The price of our Equity Shares may be volatile.

The trading price of our Equity Shares may fluctuate after the listing due to a variety of factors, including our results of operations, competitive conditions, general economic, political and social factors, the performance of the Indian and global economy and significant developments in India‟s fiscal regime, volatility in the Indian and

24

global securities market, performance of our competitors, the Indian capital markets, changes in the estimates of our performance or recommendations by financial analysts and announcements by us or others regarding contracts, acquisitions, strategic partnerships, joint ventures, or capital commitments. In addition, if the stock markets experience a loss of investor confidence, the trading price of our Equity Shares could decline for reasons unrelated to our business, financial condition or operating results. The trading price of our Equity Shares might also decline in reaction to events that affect other companies in our industry even if these events do not directly affect us. Each of these factors, among others, could materially affect the price of our Equity Shares.

PROMINENT NOTES

1. Our Company‟s Net Worth as on March 31, 2015 was `12,634.86 Lacs. For further details, please refer to the chapter titled “Financial Information” beginning on page 141 of this Information Memorandum.

2. As of March 31, 2015, the Net Asset Value of each Equity Share was `12.57 of `1 each. For further details,

please refer to the chapter titled “Financial Information” beginning on page 141 of this Information Memorandum.

3. The average cost of acquisition per Equity Share of the Promoters is not applicable as shares were allotted

pursuant to the Scheme. 4. Except as stated under the chapter titled "Capital Structure" beginning on page 37 of this Information

Memorandum, our Company has not issued any Equity Shares for consideration other than cash. 5. For details about our transactions with our group companies, subsidiaries, joint venture during the last year,

please refer to paragraph titled “Related Party Transactions” under chapter titled “Financial Information”

beginning on page 141 of this Information Memorandum. 6. There has been no financing arrangement whereby our Promoter Group, the directors of our Promoters, our

Directors, our Promoters and/or their relatives have financed the purchase by any other person of securities of our Company other than in the normal course of business of the financing entity during the period from six months immediately preceding the date of this Information Memorandum.

7. There has been no change in the name and object clause of the Memorandum of Association of our Company in

the period of 3 years prior to the date of this Information Memorandum. 8. All grievances can be addressed to the Registrar and Transfer Agent.

25

SECTION III – INTRODUCTION

SUMMARY OF INDUSTRY India, the world's largest democracy having a population of an estimated 1,236 million, as of July 2014, had an estimated GDP on a purchasing power parity basis of approximately U.S.$4.99 trillion in 2013. This makes it the fourth largest economy by GDP in the world after the U.S., European Union and China. (Source – CIA World Factbook) The Twelfth Five Year Plan lays special emphasis on development of the infrastructure sector, as the availability of quality infrastructure is important not only for sustaining high growth but also ensuring that the growth is inclusive. The total investment in the infrastructure sector during the Twelfth Five Year Plan, estimated at ₹ 56.3 lakh crore (approx. US$1trillion), will be nearly double that made during the Eleventh Five Year Plan. (Source – Economic Survey - http://indiabudget.nic.in/es2012-13/echap-11.pdf) The housing shortage in rural India is estimated at 47.4 Million units, in 2012. Present levels of urban infrastructure are inadequate to meet the demands of the existing urban population. There is need for re-generation of urban areas in existing cities and the creation of new, inclusive smart cities to meet the demands of increasing population and migration from rural to urban areas. Future cities of India will require smart real estate and urban infrastructure. (Source: Make in India website, Government of India) The Government of India is in the process of launching a new urban development mission. This will help develop 500 cities, which include cities with a population of more than 100,000 and some cities of religious and tourist importance. These cities will be supported and encouraged to harness private capital and expertise through PPPs, to holster their infrastructure and services in the next 10 years. 100% FDI through the automatic route is permitted in townships, housing, built-up infrastructure and construction-development projects (including, but not restricted to housing, commercial premises, hotels, resorts, hospitals, educational institutions, recreational facilities, city and regional level infrastructure). (Source: Make in India website, Government of India)

http://indiabudget.nic.in/es2012-13/echap-11.pdf

26

SUMMARY OF OUR BUSINESS Some of the information contained in the following discussion, including information with respect to our plans and strategies, contain forward-looking statements that involve risks and uncertainties. You should read the section “Risk Factors” for a discussion of certain factors that may affect our business, financial condition or results of operations. Our financial year ends on March 31 of each year, so all references to a particular FY are to the twelve months ended March 31 of that year. OVERVIEW We are a real estate development company primarily focused on the development of residential projects. Currently, our projects are located in Ahmedabad and Bengaluru which are at different stages of development, focusing on residential projects that include integrated townships. Our residential projects comprise of villas, apartments and plots targeted towards middle income and high income customers. Our existing integrated townships comprise of executive golf course with villas, apartments, retail, commercial and recreational areas. We also undertake commercial and industrial projects on a selective basis. Our commercial and industrial projects include shops, offices and industrial plots and industrial sheds. We follow a knowledge-based approach from internal and external sources for execution of our projects. We undertake our projects through our in-house team of professionals and by partnering with domestic and international companies for various operations like architecture, golf designing and development, project execution, detailed engineering and marketing activities. We have a dedicated team of customer relationship management (CRM), marketing and sales who regularly interact with our customers and channel partners to enable an educated, user-friendly purchasing experience for the customers. We strategically use the “joint development model” for developing projects, which entails entering into a development agreement with the owner(s) of the land parcel(s) sought to be developed. The development agreement generally states that the land owner(s) is entitled, as compensation, to a share in the developed property or a share of the revenues or profits generated from the sale of the developed property, or a combination thereof. Additionally, we also develop some of our projects through joint ventures with third parties. Selectively, we also acquire land for development of our projects. As on date, our project portfolio comprises of twelve (12) projects out of which four (4) are completed comprising of approximately 2 million sq.ft. (“Completed Projects”), six (6) are ongoing comprising of approximately 14.27 million sq.ft. (“Ongoing Projects”) and two (2) are upcoming comprising of approximately 1.37 million sq.ft.

(“Upcoming Projects”). The location and the estimated Saleable Area of our Completed, Ongoing and Upcoming Projects as on date is summarised in the table below:

Project Product Location Estimated Saleable Area (in Mn Sq. ft)

Land Construction

Completed Projects Alcove Plots Ahmedabad 1.03 - Parishkar Apartments Ahmedabad - 0.82 Megatrade Commercial and retail spaces Ahmedabad - 0.08 Tradesquare Commercial and retail spaces Ahmedabad - 0.09 Ongoing Projects

Uplands Integrated township with executive golf course, villas, apartments, retail, commercial and recreational areas

Ahmedabad 4.79 1.84

Beyond Five Residential township with villas, plots and executive golf course Ahmedabad 6.67 0.11 Expansia Villas and apartments Bengaluru - 0.14 Sporcia Apartments Bengaluru - 0.49 Citadel Apartments Ahmedabad - 0.11 Megaestate Industrial sheds Ahmedabad 0.01 0.10 Upcoming Projects

27


Land Construction

Megapark Industrial Sheds and Industrial plots Ahmedabad 0.68 0.14 E-city Apartments Bengaluru - 0.55 Our Company has won the “Emerging Developer of the Year - Residential” award and one of our projects, Uplands

won “Luxury Projects of the Year” award by Realty Plus Excellence Awards (Gujarat) 2015. For the year ended March 31, 2013, 2014 and 2015, the Company‟s total revenue amounted to `2,615.66 Lacs, `4,365.20 Lacs and `6,155.48 Lacs respectively. For the year ended March 31, 2013, 2014 and 2015, the Company‟s total profit after tax amounted to `324.03 Lacs, `928.47 Lacs and `1,098.42 Lacs respectively. COMPETITIVE STRENGTHS Established brand name We are a part of the Lalbhai group of companies. We believe the “Arvind” brand is instantly recognisable amongst the populace in India due to its long presence in the Indian market, the diversified businesses in which the Lalbhai group operates and the trust we believe it has developed over eight decades. Our Company has won the “Emerging

Developer of the Year – Residential” award and one of our projects, Uplands won “Luxury Projects of the Year”

award by Realty Plus Excellence Awards (Gujarat) 2015. We believe our established and recognisable brand is a differentiating factor for our customers, which helps establish customer confidence, influences buying decisions and has enabled us to achieve premium prices for our projects. Strong presence in Ahmedabad and Bengaluru We believe that we have good knowledge of the market and regulatory environment in areas in and around Ahmedabad that assists us in identifying opportunities for existing and upcoming locations in and around Ahmedabad. Most of our Completed, Ongoing and Upcoming Projects are located in Ahmedabad, which we believe is an attractive real estate market in terms of returns on investment, product positioning and depth of demand for real estate developments across segments and price points. Ahmedabad‟s real estate market has witnessed a rapid

development as compared to other cities of India mostly driven by the high rate of industrial growth. Certain areas near Ahmedabad are expected to be developed as smart cities. With relatively low costs compared with other large cities in India coupled with the proactive development approach of the government and local authorities, Ahmedabad is poised to grow at a faster pace, providing ample opportunities in the real estate sector in near future. Further, in Bengalure, our Company has witnessed a strong brand recall which is reflected in our sales. Besides, the Lalbhai group is already having a strong presence in Bengaluru for its textile, garment business. We believe that we have attained good knowledge of the market and regulatory environment in Bengaluru. Asset light model through joint development agreements Our experience in land assessment, negotiations with land owners and obtaining requisite approvals helps us in securing land parcels in potential high growth areas. In this regard, we have a team of skilled researchers who focus on identification of geographical areas which have the potential to deliver significant appreciation in value. Thereafter, our team carries out the requisite land related searches which helps us to identify available land parcels and then negotiate commercial terms with the land owners. We believe our experience in securing joint development agreements with land owners helps us create a healthy project pipeline. We believe that our ability to secure such land parcels helps us to keep our balance sheet out of leverage pressure and enhancing our profitability margins. Existing project pipeline providing near term cash flow visibility Our existing project pipeline provides a near term cash flow visibility. We currently have 6 Ongoing and 2 Upcoming Projects, which are expected to provide a total Saleable Area of approximately 15.64 million Sq.ft. We

28

expect to complete and deliver most of these projects over the next one to five years. In addition, we follow a sale model for our residential projects. For these projects we typically receive approximately 10-20% of the purchase price as down payment at the time of booking a particular unit and the remainder through periodic payments linked to certain milestones while the project is being developed. We generally launch such projects and commence the sales process for a portion of the total number of units to be sold around the time of commencing construction. Qualified and experienced management team We believe that our qualified and experienced management and technical teams have contributed to the growth of our operations and the development of in-house processes and competencies. We undertake our projects through our in-house team of professionals and by partnering with domestic and international companies for various operations like architecture, golf designing and development, project execution, detailed engineering and marketing activities. We have a dedicated team of customer relationship management (CRM), marketing and sales who regularly interact with our customers and channel partners to enable an educated, user-friendly purchasing experience. Our technical teams brings with it extensive experience in designing, engineering, marketing and construction of projects. Our senior management team is in charge of operations, finance, sales and marketing, business development and strategic planning and has extensive experience in the industry. We believe the strength and quality of our management team have been instrumental in implementing our business strategies. We believe that the strength of our management team and their understanding of the real estate market will enable us to continue to take advantage of current and future market opportunities. OUR STRATEGY Asset light business model Our primary focus will remain on residential projects mainly for two reasons. Firstly, residential projects need comparatively lesser capital for construction as significant portion of construction funding is received through construction linked payments by the customers. Secondly, residential projects are less prone to ups and downs of business cycle which makes project lifecycles comparatively shorter. Further, we will continue focusing on judicious mix of capital structuring options which include joint development (JD), joint venture (JV) and outright land purchases. Our Company can leverage its brand in the market to secure valuable land parcels on JD / JV basis and now has a proven track record of successfully running large projects on similar structuring. Such JD / JV arrangements have drastically reduced initial cash investments into the projects and we intend to continue the same capital structuring approach in future.

Focused Geographical expansion We intend to continue to focus on the development of our projects in Ahmedabad and Bengaluru. We believe that Ahmedabad and Bengaluru are an attractive real estate market in terms of returns on investment, product positioning and depth of demand for real estate developments across segments and price points. Both these markets have significant untapped depth which can further propel our near and medium term growth. With relatively low costs compared with other large cities in India coupled with the proactive development approach of the government and local authorities, Ahmedabad is poised to grow at a faster pace, providing ample opportunities in the real estate sector in near future. Bengaluru continues to witness a steady stream of new product launches that were complemented by healthy take-up from end-users as well as investors alike. The Bengaluru market has witnessed an increased investor Interest that is attributable to the strong demand from the city‟s IT

workforce, resulting in an increased off-take of residential units. Although we are strategically expanding in Ahmedabad and Bengaluru, we are also exploring development opportunities in other growing cities such as Pune, Jaipur and Surat. We believe that these cities have the potential to grow at a rapid pace and we intend to develop properties in such cities to take advantage of such potential. We actively seek to identify land in fast growing cities and suburbs which attract increasing economic activities. We believe that the economic growth in these cities will result in increased demand for residential housing. With a focused approach, we intend to gradually expand our projects in other cities which have the potential for growth.

29

However, we are taking a cautious approach towards expanding in newer geographies to ensure that enough local knowledge and critical mass of business is achieved in each of the new geographies we expand in. Diverse range of price segments with judicious mix of long and medium term projects We intend to focus on the development of residential projects across a diverse range of price segments. Our primary focus will be on the mid, high and luxury segments of residential products. We believe that these three segments have enough depth to achieve our target growth. Further, we intend to have a judicious mix of long and medium term projects. Long term projects typically have lower FSI utilization and are comparatively more horizontal products. They create long term value because of size and location of the land. Such projects are undertaken in the well-connected upcoming satellite areas of the cities. Medium term projects are undertaken in areas which are already developed and such projects will have comparatively shorter lead times and lifecycles. Such mix of projects will give stability to the business. Lean and efficient organization We intend to increase the scale of our operations while ensuring that we carry on our operations in a cost effective manner. Selective outsourcing enables us to undertake more developments while providing us with cost efficiencies. We intend to continue to outsource our construction activities in order to enable us to devote more time and effort to other aspects of our development activities and to better utilise our manpower and value engineering. We believe selective outsourcing activities enable us to reduce our operation costs and capital expenditures. While we maintain a lean organization by having in-house expertise in core and critical functions, we partner with world class service providers including architects, designers, town planners, engineering services, marketing and branding etc. to ensure that the end product is always designed, planned and executed on the :Best in Class” basis. Product innovation We believe that we have developed a reputation for consistently developing projects known for innovation, high quality, uniqueness, reliability and convenience for our customers. We intend to continue to focus on product innovation in order to maximize customer satisfaction. We also intend to continue to use technologically advanced tools and processes without compromising on reliability or quality of our constructions. We also intend to continue to enhance our architectural, design, construction and development capabilities to enable us to provide innovative, modern and quality products and services to our customers. We already have set some very innovative theme based product concepts like “Disney® inspired living”, “Elements of Smaaash” in our recreational clubs, “Sports centric

developments”, Japanese “Zen” based meditation centers etc.

30

SUMMARY OF FINANCIAL INFORMATION

The following tables set forth the summary financial statements derived from our audited financial information for and as of Fiscals 2015, 2014, 2013, 2012 and 2011. These financial statements have been prepared in accordance with Indian GAAP and the Companies Act and restated in accordance with the Companies Act and the SEBI ICDR Regulations and are presented in the chapter titled “Financial Information” on page 141 of this Information Memorandum. The summary financial statements presented below should be read in conjunction with our audited Financial Statements, the notes and annexures thereto and the chapter titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” on page 171 of this Information Memorandum.

SUMMARY OF STATEMENT OF ASSETS AND LIABILITIES Amount in `

As at

Particulars March 31,

2015 March 31,

2014 March 31,

2013 March 31,

2012 March 31,

2011 EQUITY AND LIABILITIES

Shareholders‟ Fund Share Capital 10,05,00,000.00 10,05,00,000.00 1,05,00,000.00 5,00,000.00 5,00,000.00 Reserves and Surplus 1,16,29,86,158.00 1,05,31,49,790.00 15,03,02,728.00 2,78,99,498.00 8,55,644.00 1,26,34,86,158.00 1,15,36,49,790.00 16,08,02,728.00 2,83,99,498.00 13,55,644.00 Non-Current liabilities Long term borrowings 22,73,29,432.00 0.00 0.00 0.00 3,00,00,000.00 Deferred tax liabilities(Net) 0.00 3,31,753.00 4,46,746.00 7,55,029.00 5,14,823.00 Other Long term Liabilities 7,87,124.00 7,87,124.00 4,82,000.00 0.00

0.00

Long term provisions 32,58,461.00 14,26,077.00 11,63,625.00 8,18,289.00

0.00 23,13,75,017.00 25,44,954.00 20,92,371.00 15,73,318.00 3,05,14,823.00 Current liabilities Short term borrowings 4,76,52,800.00 57,52,800.00 1,14,00,000.00 33 07 40 000.00 21,60,00,000.00 Trade payables 39,67,23,666.00 34,95,93,603.00 34,74,69,806.00 39,67,565.00 27,13,403.00 Other current liabilities 10,13,48,895.00 86,09,72,731.00 1,13,34,67,914.00 5,40,10,990.00 46,14,987.00

Short term provisions 1,21,70,952.00 1,17,24,233.00 28,11,308.00 41,880.00

0.00 55,78,96,313.00 1,22,80,43,367.00 1,49,51,49,028.00 38,87,60,435.00 22,33,28,390.00 Total 2,05,27,57,488.00 2,38,42,38,111.00 1,65,80,44,127.00 41,87,33,251.00 25,51,98,857.00 ASSETS Non-Current assets Fixed assets Tangible assets 2,02,08,045.00 1,30,96,791.00 1,24,21,079.00 51,37,158.00 23,99,860.00 Intangible assets 1,53,464.00 2,82,567.00 15,30,871.00 27,92,558.00 41,26,301.00 Capital Work in Progress 0.00 23 100.00 0.00 0.00

0.00

Intangible assets under progress 1,72,000.00 54,000.00 0.00 0.00

0.00

2,05,33,509.00 1,34,56,458.00 1,39,51,950.00 79,29,716.00 65,26,161.00 Non-Current Investment 8,94,000.00 8,44,000.00 2,00,000.00 1,49,000.00 1,49,000.00 Deferred Tax Assets 1,19,365.00 0.00 0.00 0.00 0.00 Long term Loans and Advances 37,75,18,636.00 39,06,23,628.00 38,49,82,126.00 0.00

0.00

31

As at


2015 March 31,

2014 March 31,

2013 March 31,

2012 March 31,

2011 Other Non-Current Assets 6,02,47,775.00 4,12,33,613.00 2,90,96,604.00 0.00 0.00 43,87,79,776.00 43,27,01,241.00 41,42,78,730.00 1,49,000.00 1,49,000.00 Current Assets Inventories 79,28,57,262.00 41,66,21,046.00 51,95,56,697.00 9,62,94,334.00 2,76,96,030.00 Trade receivables 1,63,12,086.00 25,47,592.00 2,69,30,530.00 18,33,105.00 61,47,098.00 Cash & cash equivalents 1,81,35,414.00 1,22,15,398.00 2,10,46,691.00 56,70,861.00 74,55,289.00 Short term – Loans & advances 76,40,83,628.00 1,50,66,96,376.00 66,22,79,529.00 30,64,86,121.00 20,32,71,305.00 Other Current Assets 20,55,813.00 0.00 0.00 3,70,114.00 39,53,974.00 1,59,34,44,203.00 1,93,80,80,412.00 1,22,98,13,447.00 41,06,54,535.00 24,85,23,696.00 Total 2,05,27,57,488.00 2,38,42,38,111.00 1,65,80,44,127.00 41,87,33,251.00 25,51,98,857.00

SUMMARY OF PROFIT AND LOSS

Amount in `

For the year ended on


2015 March 31,

2014 March 31,

2013 March 31,

2012 March 31,

2011 REVENUE Revenue from operations 61 26,78,572.00 43,60,42,847.00 25,97,28,811.00 7,00,10,735.00 30,19,44,343.00 Other Income 28,69,135.00 4,77,284.00 18,37,617.00 13,31,689.00 1,00,53,555.00 Total Revenue 61,55,47,707.00 43,65,20,131.00 26,15,66,428.00 7,13,42,424.00 31,19,97,898.00 EXPENSES Project Development Expenses 61,49,35,971.00 8,90,67,665.00 50,07,89,735.00 5,55,44,167.00 4,10,50,147.00 Change in inventories (37,05,88,696.00) 11,62,45,069.00 (42,06,94,849.00) (6,85,98,304.00) 24,32,35,971.00 Employee benefits expenses 9,91,89,317.00 5,18,11,003.00 3,80,46,220.00 1,10,85,697.00 59,287.00 Finance cost 7,63,79,888.00 4,22,21,011.00 9,26,70,491.00 3,20,68,083.00 2,45,96,889.00 Depreciation and Amortization 33,19,733.00 27,68,389.00 24,36,955.00 17,12,317.00 1,60,192.00 Other expenses 3,87,84,558.00 1,84,55,815.00 2,46,35,420.00 1,22,46,404.00 13,11,315.00 46,20,20,771.00 32,05,68,952.00 23,78,83,972.00 4,40,58,364.00 31,04,13,801.00 Less: Work- in-progress transferred (57,63,923.00) (7,83,359.00) (84,12,491.00) 0.00 0.00 Total Expenses 45,62,56,848.00 31,97,85,593.00 22,94,71,481.00 4,40,58,364.00 31,04,13,801.00

Profit before Tax 15,92,90,859.00 11,67,34,538.00 3,20,94,947.00 2,72,84,060.00 15,84,097.00 Tax Expenses Current Tax (Including Income tax for earlier year `2,469/- (P.Y. ` NIL) 4,70,00,000.00 2,40,02,469.00 29,00,000.00 0.00 3,85,000.00 MAT Credit Entitlement 29,00,000.00 0.00 (29,00,000.00) 0.00

0.00

Deferred Tax (4,51,118.00) (1,14,993.00) (3,08,283.00) 2,40,206.00 5,14,313.00

32



2015 March 31,

2014 March 31,

2013 March 31,

2012 March 31,

2011 4,94,48,882.00 2,38,87,476.00 (3,08,283.00) 2,40,206.00 8,99,313.00

Profit for the year after tax 10,98,41,977.00 9,28,47,062.00 3,24,03,230.00 2,70,43,854.00 6,84,784.00 Earning per Equity Share:

Basic and diluted 1.09 1.19 22.64

54.09 1.37

SUMMARY OF CASH FLOW

Amount in ` For the year ended on


2015 March 31,

2014 March 31,

2013 March 31,

2012 March 31,

2011 [A] Cashflow from operating activities Profit/(Loss) for the year before taxation and exceptional items 15,92,90,859.00 11,67,32,070.00 3,20,94,947.00 2,72,84,060.00 15,84,098.00

Adjustments for: (Profit)/Loss from Limited Liability Partnership (2,60,87,713.00) (4,83,31,975.00) (1,84,77,721.00) (4,54,91,274.00) 96,963.00

Depreciation and Amortization 33,19,733.00 27,68,389.00 24,36,955.00 17,12,317.00 1,60,192.00 Loss on sale of Fixed Assets 1 20 567.00 0.00 0.00 0.00 0.00 Finance Cost 7,63,79,888.00 4,22,21,011.00 9,26,70,491.00 3,20,68,083.00 2,45,96,889.00 Interest Income (2,93,64,639.00) (3,89,69,191.00) (5,36,78,631.00) (1,81,82,148.00) (1,31,39,848.00) Operating profit before working capital changes 18,36,58,695.00 7,44,20,304.00 5,50,46,041.00 (26,08,962.00) 1,32,98,294.00

Adjustments for: Trade and other receivables 73,90,53,246.00 (18,261,164.00) (6,97,19,029.00) 43,13,993.00 (61,47,098.00) Inventories (37,62,36,216.00) 10,29,35,651.00 (42,32,62,363.00) (6,85,98,304.00) 24,32,35,971.00 Short term loan and advances 0.00 0.00 0.00 (7,57,54,196.00) (3,54,74,114.00) Trade payables and Other Liabilities 4,66,95,564.00 (2,11,39,455.00) 36,73,84,519.00 16,30,76,242.00 46,86,269.00

Cash generated from operations 59,31,71,289.00 (2,63,97,664.00) (69,80,28,832.00) 2,04,28,773.00 21,95,99,322.00

33



2015 March 31,

2014 March 31,

2013 March 31,

2012 March 31,

2011 Direct taxes

Refund/(paid) (4,66,95,556.00) (1,50,95,740.00) (94,928.00) 10,83,044.00 (10,70,839.00) Net cash from operating activities [A] 54,64,75,733.00 (4,14,93,404.00) (69,81,23,760.00) 2,15,11,817.00 21,85,28,483.00 [B] Cash flow from investing activities Investments (50,000.00) (64,36,85,347.00) (6,54,74,189.00) (2,80,30,844.00) (16,66,03,964.00) Purchase of fixed assets (1,11,38,667.00) (22,72,897.00) (84,59,189.00) (31,15,872.00) (66,57,628.00) Sale of Fixed Assets 6,15,706.00 0.00 0.00

0.00

0.00

Profit/Loss from Limited Liability Partnership 2,60,87,713.00 4,83,31,975.00 1,84,77,721.00 4,54,91,274.00 (96,963.00) Interest received 82,94,664.00 2,68,17,182.00 2,45,99,205.00 2,18,90,187.00 94,29,631.00 Net cash used in investing activities [B] 2,38,09,416.00 (57,08,09,087.00) (3,08,56,452.00) 3,62,34,745.00 (16,39,28,924.00) [C] Cash flow from financing activities Issuer of Equity Share Capital 0.00 9,00,00,000.00 1,00,00,000.00 0.00 0.00 Security Premium Received 0.00 81,00,00,000.00 9,00,00,000.00 0.00 0.00 Procurement/(Repayment) of long/ short term borrowings 26,92,29,432.00 (56,47,200.00) (31,93,40,000.00) (3,00,00,000.00) (4,00,00,000.00) Finance Cost (1,97,26,736.00) (5,57,08,449.00) (8,53,44,940.00) (2,95,30,989.00) (2,09,72,096.00) Net cash flow from financial activities [C] 24,95,02,696.00 83,86,44,351.00 (30,46,84,940.00) (5,95,30,989.00) (6,09,72,096.00) Net Increase/(Decrease) in cash and cash equivalents[A+B+C] 81,97,87,845.00 22,63,41,860.00 (1,03,36,65,152.00) (17,84,427.00) (63,72,537.00) Cash and cash equivalents opening (80,16,52,431.00) (1,02,79,94,291.00) 56,70,861.00 74,55,288.00 1,38,27,825.00

Cash and cash equivalents closing 1,81,35,414.00 (80,16,52,431.00) (1,02,79,94, 291.00) 56,70,861.00 74,55,288.00

34

GENERAL INFORMATION Our Company was incorporated as „Arvind Infrastructure Limited’ on December 26, 2008 under the provisions of the Companies Act, 1956 with the Registrar of Companies, Gujarat, Dadra and Nagar Haveli. Our Company received the Certificate of Commencement of Business on January 6, 2009 issued by the Assistant Registrar of Companies, Gujarat, Dadra and Nagar Havelli.

Registered Office of the Company: Arvind Infrastructure Limited Arvind Premises, Naroda Road Ahmedabad – 380 025 Gujarat, India Tel: +91-79-3013 8000 Fax: +91-79-3013 8668 Contact person: Prakash Makwana Investor Designated E-mail-ID: [email protected] E-Mail: [email protected] Corporate Identification Number: U45201GJ2008PLC055771

Corporate Office of the Company: Arvind Infrastructure Limited 24, Government Servant Society, adjacent to Municipal Market, CG Road, Navrangpura, Ahmedabad – 380 009 Tel: +91-79-3013 7000 Fax: +91-79-3013 7021 E-Mail: [email protected] Address of the Registrar of Companies, Gujarat ROC Bhavan, Opposite Rupal Park Society, Behind Ankur Bus Stop, Naranpura, Ahmedabad - 380 013 Gujarat Board of Directors The Board of Directors as on the date of filing the Information Memorandum:

Sr. No. Name of the Director Designation

1. Sanjaybhai Shrenikbhai Lalbhai Chairman and Non-Executive Director 2. Kulin Sanjaybhai Lalbhai Non-Executive Director 3. Kamal Shamlal Singal Managing Director and Chief Executive Officer (CEO) 4. Pratul Krishnakant Shroff Non-Executive Independent Director 5. Prem Prakash Pushp Nath Pangotra Non-Executive Independent Director 6. Dr. Indira Jitendra Parikh Non-Executive Independent Director

Company Secretary and Compliance Officer Prakash Makwana



35

Arvind Infrastructure Limited Arvind Premises, Naroda Road Ahmedabad – 380 025 Gujarat, India Tel: +91-79-3013 7059 Fax: +91-79-3013 7021 E-mail: [email protected] Bankers to the Company: HDFC Bank Limited Address: HDFC Bank House, near Navrangpura Jain Derasar, Mithakali Six Road, Ahemdabad – 380 009 Tel: 91-79-6600 1016 Fax: 91-79-6531 7777 Email: [email protected] Contact Person: Areez Kavina Website: www.hdfcbank.com

ICICI Bank Limited Address: JMC House, Opposite Parimal Gardens, off C.G. Road, Ambawadi, Ahmedabad - 380 006 Tel: 91-79-6652 3767 Fax: 91-79-6652 3735 Email: [email protected] Contact Person: Sanjay Tanna Website: www.icicibank.com

Kotak Mahindra Bank Limited Address: Ground Floor Shop O 1, 2, 3 Part 4,General Bank Chambers, C.G. Road, Ahmedabad – 380 009 Tel: 91-79-4016 5250 Fax: 91-79-4016 5260 Email: [email protected] Contact Person: Rahul Satta Website: www.kotak.com

Axis Bank Limited Address: Sthapana” opposite GHB complex, Ankur road, Naranpura, Ahmedabad - 380 013 Tel: 91-79-2741 0241 Fax: 91-79-2741 0243 Email: [email protected] Contact Person: Rohit Gautam Website: www.axisbank.com

Registrar & Transfer Agents Sharepro Services (India) Private Limited Address: 13 AB Samhita Warehousing Complex, Sakinaka Telephone Exchange Lane, Sakinaka, Andheri (East) Mumbai: 400072 Tel: 91-22-6772 0300/ 6772 0400 Fax: 91-22-2859 1568 Email: [email protected] Contact Person: Indira Karkera Statutory Auditors of the Company: G.K Choksi & Co. “Madhuban”, Near Madalpur Underbridge, Ellisbridge, Ahmedabad - 380 006 Tel: 91-79-30012009 Fax: 91-79-2656 9929 E-mail: [email protected] Firm Registration Number: 101895W Chief Financial Officer Mehul Shah Arvind Infrastructure Limited Arvind Premises, Naroda Road



http://www.hdfcbank.com/


http://www.icicibank.com/


http://www.kotak.com/


http://www.axisbank.com/


36

Ahmedabad – 380 025 Gujarat, India Tel: +91-79-3013 7031 Fax: +91-79-3013 7021 E-mail: [email protected]


37

CAPITAL STRUCTURE The Capital Structure of the Company as on March 31, 2015- Pre Scheme of Arrangement of Demerger

Particulars Aggregate Nominal Value (`)

Authorized share capital (27,00,00,000 equity shares of `1 each)

27,00,00,000

Issued, Subscribed and paid-up share capital (10,05,00,000 equity shares of `1 each)

10,05,00,000

The Capital Structure of the Company- Post Scheme of Arrangement of Demerger


Authorized share capital (2,70,00,000 equity shares of `10 each)

27,00,00,000

Issued, Subscribed and paid-up share capital (2,58,24,307 equity shares of `10 each)

25,82,43,070

NOTES TO THE CAPITAL STRUCTURE: 1. Details of changes in the Authorised capital of the Company

The Authorised share capital increased from `5,00,000 to `15,00,00,000 at the EGM held on February

12, 2013; Equity Shares of `10 each was sub-divided into 10 Equity Shares of `1 each at the EGM held on July

23, 2014. The authorized share capital was increased from `15,00,00,000 to `27,00,00,000 at the EGM held on

July 23, 2014. Every 10 Equity Shares of `1 each were consolidated into 1 Equity Share of `10 each pursuant to the

order of the High Court dated March 30, 2015 approving the Scheme of Arrangement. 2. Details of capital built-up of the Company since inception are as follows:

Date of allotment

No. of shares allotted

Cumulative number of shares

Face value (`)

Cumulative paid-up capital

Nature of Allotment/ Remarks

Consideration

December 19, 2008

50,000 50,000 10 5,00,000 Issued to Subscribers of the MOA

Cash

February 26, 2013

10,00,000 10,50,000 10 1,05,00,000 Further Allotment

Cash

July 1, 2013 90,00,000 1,00,50,000 10 10,05,00,000* Further Allotment

Cash

July 23, 2014

10,05,00,000 10,05,00,000 1 10,05,00,000* Sub division of share from Rs. 10 to Rs. 1

Other than cash

June 2, 2015

2,58,24,307 2,58,24,307 10 25,82,43,070 Allotment pursuant to Court Order

Other than cash

38

*Initial issued and paid up equity share capital of Arvind Infrastructure Limited of `10,05,00,000 as held by Arvind Limited and its nominees stands cancelled pursuant to the Scheme.

3. Equity shares have been allotted in terms of Scheme approved under sections 391-394 of the Companies Act, 1956. Details of the Scheme have been provided at page 48 of this Information Memorandum.

4. Except to the extent of any employee stock options under ESOP 2013 that may be exercised, our Company

presently does not intend or propose to alter the capital structure for a period of six months from the date of this Information Memorandum, by way of split or consolidation of the denomination of Equity Shares or further issue of Equity Shares (including issue of securities convertible into or exchangeable, directly or indirectly for Equity Shares) whether on a preferential basis or issue of bonus or rights or further public issue of specified securities or qualified institutions placement or otherwise. However, if our Company enters into acquisitions, joint ventures or other arrangements, our Company may, subject to necessary approvals, consider raising additional capital to fund such activity or use Equity Shares as currency for acquisitions or participation in such joint ventures.

5. Capital build-up of Promoters as on date of filing this Information Memorandum:

As on the date of this Information Memorandum, the Promoters of our Company, collectively hold 98,58,218 Equity Shares, equivalent to 38.17% of the issued, subscribed and paid-up Equity Share capital of our Company and out of the above 45,500 Equity Shares held by one of our Promoters are pledged. Set forth below are the details of the build – up of our Promoters shareholding:

Name of the Promoter

Nature of issue

Date of allotment

Number of shares

Face value

Issue price/ consideration

Date when the shares were made fully paid up*

Percentage of the total pre and post issue capital

The lock in period, if any

Number and percentage of pledged shares, if any

Aura Securities Private Limited

Allotment pursuant to Court Order

June 2, 2015

96,57,659 10 Other than cash

N.A. 37.40 51,64,862 Equity Shares are locked-in for 3 years

45,500; 0.47%

Sanjaybhai Shrenikbhai Lalbhai


June 2, 2015

2,00,145 10 Other than cash

N.A. 0.77 N.A. N.A.

Jayshreeben Sanjaybhai Lalbhai


June 2, 2015

33 10 Other than cash

N.A. 0.00 N.A. N.A.

Punit Sanjay Lalbhai


June 2, 2015


N.A. 0.00 N.A. N.A.

Sanjay Family Trust (Sanjaybhai Shrenikbhai


June 2, 2015


N.A. 0.00 N.A. N.A.

39


Nature of issue

Date of allotment

Number of shares

Face value

Issue price/ consideration

Date when the shares were made fully paid up*

Percentage of the total pre and post issue capital

The lock in period, if any

Number and percentage of pledged shares, if any

Lalbhai as a Trustee) *Shares were fully paid up at the time of issue

6. Aggregate Shareholding of our Promoters and Promoter Group in our Company after allotment of shares pursuant to the Scheme:

Sr. No. Name of shareholder Number of shares held Percentage of

shareholding Promoters

1. Aura Securities Private Limited 96,57,659 37.40 2. Jayshreeben Sanjaybhai Lalbhai 33 0.00 3. Sanjaybhai Shrenikbhai Lalbhai 2,00,145 0.77 4. Sanjaybhai Shrenikbhai Lalbhai 10 0.00 5. Punit Sanjaybhai 371 0.00

Promoter Group Individuals 1. Samvegbhai Arvindbhai Lalbhai 21,658 0.09 2. Anamikaben Samveghbhai Lalbhai 4,003 0.02 3. Hansaben Niranjanbhai Lalbhai 3,804 0.01 4. Saumya Samvegbhai Lalbhai 2,000 0.01 5. Bhupendra M Shah 1,717 0.01 6. Swati S Lalbhai 771 0.00 7. Badlani Manini Rajiv 540 0.00 8. Taral S Lalbhai 407 0.00 9. Sunil Siddharth Lalbhai 343 0.00 10. Vimlaben S Lalbhai 97 0.00 11. Kalpanaben Shripalbhai Morakhia 1 0.00

Promoter Group Companies 1. AML Employees‟ Welfare Trust 6,31,014 2.44 2. Atul Limited 4,12,747 1.60 3. Aeon Investments Private Limited 17,924 0.07 4. Adore Investments Private Limited 13,229 0.05 5. Anusandhan Investments Limited 11,000 0.04 6. Aagam Holdings Private Limited 1,87,625 0.73 7. Amazon Investments Private Limited 1,15,296 0.45 8. Amardeep Holdings Private Limited 9,425 0.04 9. Aayojan Resources Private Limited 8,450 0.03 10. Adhinami Investments Private Limited 600 0.00 11. Akshita Holdings Private Limited 13 0.00

Total 1,13,00,882 43.76

7. Details of Lock-in

In terms of SEBI Circular CIR/CFD/DIL/5/2013 dated February 4, 2013, equity shares held by the promoters of the unlisted issuer that shall be listed pursuant to the Scheme of Arrangement shall be locked-in to the extent 20% of the post merger paid up capital of the unlisted issuer, for a period of three years from the date of listing of the shares of the unlisted issuer. Further, the balance of the entire pre-merger

40

capital of the unlisted issuer shall also be locked-in for a period of three years from the date of listing of the shares of the unlisted issuer. The equity shares held by Arvind Limited, before the Scheme of Arrangement became effective, has been cancelled and new Equity Shares of our Company have been issued to the shareholders of Arvind Limited pursuant to the Scheme of Arrangement. We have locked –in our Promoter‟s shares to the extent of 20% of

our post –Scheme paid up capital for a period of three years from the date of listing of our Equity Shares. The details of such locked-in Equity Shares are set out in the following table:

8. Our Promoters, directors of our corporate promoters, our promoter group, our directors and their immediate

relatives have not purchased or sold any equity shares of Arvind Infrastructure Limited within six months immediately preceding the date of filing of this Information Memorandum.

9. Our promoter group, directors of our corporate promoters, our directors and their relatives have not financed the purchase by any other person of our equity shares during the period of six months immediately preceding the date of filing of this Information Memorandum.

10. Our Company and our directors have not entered into any buy-back, standby or similar arrangements to purchase equity shares of the Company from any person.

11. Shareholding pattern of Arvind Infrastructure Limited pre Scheme: The entire pre-Scheme equity share capital consisting of 10,05,00,000 equity shares was held by Arvind Limited and its nominees.

12. Shareholding pattern of Arvind Infrastructure Limited post the allotment of the shares under the Scheme as on date:

Category Code

Category of Shareholder

No of Shareholder

Total no of shares

Number of shares in dematerialized form

Total shareholding as a % of total no of shares

Shares pledged or otherwise encumbered

As a percentage of (A+B)

As a percentage of (A+B+C)

No of shares

As a percentage

(I) (II) (III) (IV) (V) (VI) (VII) (VIII) (IX) = (VIII/IV) *100

(A) Promoter and Promoter group

1 Indian (a) Individuals/

Hindu Undivided

20 2,34,183 2,34,183 0.91 0.91 0 0

(b) Central govt/ State govt(s)

0 0 0 0 0 0 0

(c) Bodies Corporate

15 1,10,66,699 1,10,66,699 42.85 42.85 45,500 0.41

(d) Financial Institution/

0 0 0 0 0 0 0

Name of the Promoter Number of locked-in shares for 3 year

Face Value (`) Percentage (%) of

Pre-Scheme paid up capital

Post-Scheme paid up capital

Aura Securities Private Limited 51,64,862 10 - 20 Total 51,64,862 - - 20

41

Category Code


No of Shareholder

Total no of shares






No of shares

As a percentage

banks (e) Others 0 0 0 0 0 0 0 Trusts 0 0 0 0 0 0 0 Directors 0 0 0 0 0 0 0 Employee

Welfare Trust 0 0 0 0 0 0 0

Sub-total (A)(1)

35 1,13,00,882 1,13,00,882 43.76 43.76 45,500 0.40

2 Foreign (a) Individuals

(Non – Resident Individuals/ Foreign Individuals)

0 0 0 0 0 0 0

(b) Bodies Corporate

0 0 0 0 0 0 0

(c) Institutions 0 0 0 0 0 0 0 (d) Others 0 0 0 0 0 0 0 Sub-Total

(A)(2) 0 0 0 0 0 0 0

Total Shareholding of Promoter and Promoter Group (A)=(A)(1) +(A)(2)

35 1,13,00,882 1,13,00,882 43.76 43.76 45,500 0.40

(B) Public Shareholding

1 Institutions (a) Mutual Funds

/ UTI 99 20,67,667 20,66,594 8.01 8.01 0 0

(b) Financial Institutions / banks

50 10,586 9,745 0.04 0.04 0 0

(c) Central govt/ State govt (s)

1 50 50 0.00 0.00 0 0

(d) Venture capital funds

0 0 0 0.00 0.00 0 0

(e) Insurance Companies

2 15,59,221 15,59,181 6.04 6.04 0 0

(f) Foreign Institutional Investors

138 38,80,598 38,78,409 15.03 15.03 0 0

(g) Foreign Ventures Capital investors

3 111 96 0.00 0.00 0 0

(h) Others Trusts 0 0 0 0.00 0.00 0 0 Not specified 0 0 0 0.00 0.00 0 0 Sub-Total

(B)(1) 293 75,18,233 75,14,075 29.12 29.12 0 0

2 Non-Institutions

(a) Bodies Corporate

1508 15,16,519 15,11,197 5.87 5.87 0 0

(b) Individuals 0 0 I. individual

shareholders holding

142381 32,89,011 30,00,183 12.74 12.74 0 0

42

Category Code


No of Shareholder

Total no of shares






No of shares

As a percentage

nominal share capital upto Rs. 1 lakh

II. Individuals shareholders holding nominal share capital in excess of Rs. 1 lakh

17 3,89,718 3,36,432 1.51 1.51 0 0

(c) Others Employees 0 0 0 0 0 0 0 Non resident

repatriates 961 91,618 75,230 0.35 0.35 0 0

Non resident non repatriates

464 42,737 42,401 0.17 0.17 0 0

Non domestic companies

29 15,40,112 15,40,112 5.96 5.96 0 0

Trusts 9 9,318 9,318 0.04 0.04 0 0 Others 341 1,26,159 1,26,159 0.49 0.49 0 0 Directors and

their relatives and friends

0 0 0 0.00 0.00 0 0

Foreign nationals

0 0 0 0.00 0.00 0 0

Sub-Total (B)(2)

1,45,710 70,05,192 66,41,032 27.12 27.12 0 0

(B) Total public Shareholding (B)= (B)(1) + (B)(2)

1,46,003 1,45,23,425 1,41,55,107 56.24 56.24 0 0

Total (A)+(B)

1,46,038 2,58,24,307 2,54,55,989 100.00 100.00 45,500 0.18

(C) Shares held by custodian and against which Depository Receipts have been issued

0 0 0 0.00 0.00 0 0

Grand Total (A)+(B)+ (C)

1,46,038 2,58,24,307 2,54,55,989 100.00 100.00 45,500 0.18

13. 45,500 equity shares of the Company held by the Promoters are pledged. 14. The list of top 10 shareholders of the Company and the number of equity shares held by them:

Top ten shareholders as on the date of this Information Memorandum:

Sr. No.

Name of the Shareholder No. of shares %of total shares Interest of shareholder

1. Aura Securities Private Limited 96,57,659 37.40 Promoter 2. Life Insurance Corporation of India 15,59,181 6.04 - 3. Multiples Private Equity FII I 8,06,760 3.12 - 4. AML Employee Welfare Trust 6,31,014 2.44 Promoter Group

43

Sr. No.

Name of the Shareholder No. of shares %of total shares Interest of shareholder

5. Government Pension Fund Global 5,54,760 2.15 - 6. Atul Limited 4,12,747 1.60 Promoter Group 7. Dimensional Emerging Markets

Value Fund 3,83,891 1.49

-

8. Multiples Private Equity Fund 2,73,240 1.06 - 9. Sundaram Mutual Fund A/C

Sundaram Select Midcap 2,71,140 1.05

-

10. Reliance Strategic Investments Limited

2,56,333 0.99 -

Total 1,48,06,725 57.34

15. Top ten shareholders as on 2 years prior to the date of the Information Memorandum:

Sr. No. Name of the Shareholder No. of shares of `10 each

%of total shares

1. Arvind Limited 1,00,50,000 100 Total 1,00,50,000 100

16. Top ten shareholders as on 10 days prior to the date of the Information Memorandum:

Sr. No. Name of the Shareholder No. of shares %of total shares Interest of shareholder

1. Aura Securities Private Limited 96,57,659 37.40 Promoter 2. Life Insurance Corporation of India 15,59,181 6.04 - 3. Multiples Private Equity FII I 8,06,760 3.12 - 4. AML Employee Welfare Trust 6,31,014 2.44 Promoter Group 5. Government Pension Fund Global 5,54,760 2.15 - 6. Atul Limited 4,12,747 1.60 Promoter Group 7. Dimensional Emerging Markets Value

Fund 3,83,891 1.49

-

8. Multiples Private Equity Fund 2,73,240 1.06 - 9. Sundaram Mutual Fund A/C Sundaram

Select Midcap 2,71,140 1.05

-

10. Reliance Strategic Investments Limited 2,56,333 0.99 - Total 1,48,06,725 57.34 -

17. There shall be only one denomination for the equity shares of the Company, subject to applicable

regulations and Company shall comply with such disclosure and accounting norms specified by SEBI, from time to time.

18. The Demerged Company i.e. Arvind Limited had 1,89,703 members as on June 5, 2015.

19. Employees and Employee Stock Option Scheme:

Pursuant to the approval of our shareholders in the general meeting held on March 8, 2013, the Company had instituted the ESOP 2013 (“ESOP 2013”) to enable our employees, including Directors, to participate

in the Company‟s future growth. The options may vest not earlier than one year but not later than five years from the date of grant. All the vested options can be exercised not earlier than three years from the date of

44

vesting of options or date of listing company‟s equity shares whichever is earlier. Brief details of ESOP 2013 are set out below:

No. Details March 31,

2014 March 31,

2015 Until May

29, 2015 Demerger

Effect 1 Options Outstanding at the beginning of the

year 0 37,68,750 4,02,000 *10,32,972

2 Options granted during the year 3,76,875 2,51,250 0 0

3 Exercise Price (Rs) 106.00 11.60 106.63 41.50

4 Options vested 0 0 2,13,563 5,48,767

5 Options exercised during the year 0 0 0 0

6 Total number of shares arising as a result of exercise of option

0 0 0 0

7 Options lapsed during the year 0 0 0 0

8 Variation of terms of options None None None None

9 Money realised by exercise of options (`) 0 0 0 0

10 Total number of options in force as at the end of the year

3,76,875 40,20,000 1,88,438 4,84,206

11 Employee wise details of options granted to:

i Senior managerial personnel

Kamal Singal 3,01,500 0 3,01,500 7,74,729

Jagdish Dalal 75,375 2,51,250 1,00,500 2,58,243

ii any other employee who receives a grant in any one year of options amounting to five per cent or more of options granted during that year;

Kamal Singal 3,01,500 0 3,01,500 7,74,729

iii identified employees who were granted options, during any one year, equal to or exceeding one per cent of the issued capital (excluding outstanding warrants and conversions) of the issuer at the time of grant

Kamal Singal 3,01,500 0 3,01,500 7,74,729

Jagdish Dalal 0 0 0 2,58,243

12 Diluted Earnings Per Share (`) 1.15 1.05 Not available Not available

45

No. Details March 31, 2014

March 31, 2015

Until May 29, 2015

Demerger Effect

13 Where the issuer has calculated the employee compensation cost using the intrinsic value of the stock options, the difference between the employee compensation cost so computed and the employee compensation cost that shall have been recognised if it had used the fair value of the options and the impact of this difference on

Impact on the Profits of the Company (`) (30,00,224) (44,98,561) (5,81,702) (14,94,733)

Impact on Basic Earnings Per Share of the Company (`)

(0.04) (0.04) Not available Not available

Impact on Diluted Earnings Per Share of the Company (`)

(0.04) (0.04) Not available Not available

14a Weighted average exercise prices of options whose

Exercise price equals market price of stock 106 11.60 0 0

Exercise price exceeds market price of stock 0 0 0 0

Exercise price is less than market price of stock

0 0 0 0

14b Weighted average fair values of options whose

Exercise price equals market price of stock 27.62 2.13 0 0

Exercise price exceeds market price of stock 0 0 0 0

Exercise price is less than market price of stock

0 0 0 0

15 A description of the method and significant assumptions used during the year to estimate the fair values of options, including weighted average information, namely,

Risk free interest rate 7.74% 8.75% No grants made during

the period

No grants made during

the period Expected life (Years) 4.08 1

Expected volatility 0% 0%

Expected dividends Nil Nil

Price of underlying share in the market at the time of grant of option (`)

106.00 11.60

16 The impact on the following, for the last three years if the issuer had followed the accounting policies specified in clause 13 of the erstwhile Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 in respect of options granted in the last three years.

46

No. Details March 31, 2014

March 31, 2015

Until May 29, 2015

Demerger Effect

Impact on Profits of the Company (`) (30,00,224) (44,98,561) (5,81,702) (14,94,733)

Impact on Basic Earnings per Share (`) (0.04) (0.04) Not available Not available

Impact on Diluted Earnings per Share (`) (0.04) (0.04) Not available Not available

17 The intention of the holders of the equity shares allotted on exercise of options granted under an employee stock option scheme or allotted under an employee stock purchase scheme, to sell their equity shares within three months after the date of listing of the equity shares in the initial public offer (aggregate number of equity shares intended to be sold by the holders of options), if any. In case of an employee stock option scheme, this information same shall be disclosed regardless of whether equity shares arise out of options exercised before or after the initial public offer.

0 0

18 Specific disclosures about the intention to sell equity shares arising out of an employee stock option scheme or allotted under an employee stock purchase scheme within three months after the date of listing, by directors, senior managerial personnel and employees having equity shares issued under an employee stock option scheme or employee stock purchase scheme amounting to more than one per cent. of the issued capital (excluding outstanding warrants and conversions), which inter-alia shall include name, designation and quantum of the equity shares issued under an employee stock option scheme or employee stock purchase scheme and the quantum they intend to sell within three months.

0 0

* - Adjusted due to change in the capital structure.

47

SECTION IV- ABOUT THE LISTING

OBJECTS AND RATIONALE OF THE SCHEME

It has been realized by the Board of Directors of the De-merged/ Transferor Company that the Company has several commercial activities distinct and diverse from each other. In order to ensure sustainable long term growth, profitability, market share and continuous customer service it requires focused management attention, different set of skill and resources to meet competitive, regulatory environment and to mitigate to risk. With this objective in mind, it is proposed to transfer and vest the Real Estate Undertaking in the resulting/ Transferee Company. It is envisaged that the said proposal shall be in the larger interest of the shareholders, creditors and employees of the Transferor Company and help to achieve effective future growth of the Transferee Company. It is further envisaged to bring specific benefits as follows:

The demerger will enable the Transferor Company to focus and enhance its residue core business operations by streamlining operations and cutting costs; ensure better and more efficient management control.

The demerger will enable investors to separately hold investments which best suit their investment strategies and risk profiles; and

As the activities of De-merged Undertaking and that of the Transferee Company are interrelated in nature, de-merger shall help to re-organise the De-merged Undertaking by consolidation and integration of its operations with the activities of the Transferee Company as a part of group restructuring.

The Transferee Company would have a larger net worth base, and greater borrowing capacity, which would provide it a competitive edge over others, especially in view of the increasing competition. With the aforesaid objectives, it is proposed to demerge the Real Estate Undertaking of the Transferor Company to the Transferee Company.

48

SALIENT FEATURES OF THE SCHEME

The Hon‟ble High Court of Gujarat at Ahmedabad pursuant to its order dated March 30, 2015 (“Order”) sanctioned

the Scheme of Arrangement in the nature of Demerger of the Real Estate Undertaking of Arvind Limited to Arvind Infrastructure Limited (“Scheme”). The Order was filed with the Registrar of Companies, Gujarat on May 14, 2015 and then the Scheme became effective with May 14, 2015 with appointed date being April 1, 2015. Operation of the scheme: a) Real Estate Undertaking of the de-merged company is proposed to be demerged, pursuant to the applicable

provisions of the Companies Act, 1956, and/or any other applicable laws and be transferred to the Transferee Company for achieving the above mentioned objectives.

b) The Transferor Company will continue its interests in the Remaining Undertaking as is presently being carried

out but with greater focus, to the growth opportunities, and the regulatory requirements, risks, etc. specific to its business.

c) The Transferee Company shall issue and allot shares to all the shareholders of the De-merged Company as

consideration for the transfer of the said undertaking in proportion to their shareholding in Transferor Company so as to result in the mirror image of the existing shareholding pattern. As a consequence, the Transferee Company shall cease to be a Wholly Owned Subsidiary of the Transferor Company.

d) Various other matters consequential or otherwise integrally connected herewith, including the reorganization of

the capital in form of the utilization Securities Premium Account of the Transferor Company and cancellation of the existing share capital of the Transferee Company shall form integral part of the scheme.

e) The demerger of the Real Estate Undertaking in accordance with this Scheme shall take effect from the

Appointed Date and shall be in accordance with Section 2(19AA) of the Income tax Act, 1961.

The scheme shall be in compliance with the applicable SEBI guidelines including particularly the recent circulars being CIR/CFD/DIL/5/2013 dated February 4, 2013 and circular CIR/CFD/DIL/8/2013 dated May 21, 2013; and other applicable provisions of RBI guidelines as well as FEMA Regulations. Highlights of the Scheme and matters related thereto: Upon the coming into effect of the Scheme i.e. May 14, 2015 and with effect from the Appointed Date i.e. April 1, 2015, the Demerged Undertaking (including all the estate, assets, rights, claims, title, interest and authorities including accretions and appurtenances of the Demerged Undertaking) of the Demerged Company shall, subject to the provisions of this Clause in relation to the mode of transfer and vesting and pursuant to the provisions of Sections 391 to 394 of the Act and all other applicable provisions of applicable laws, rules and regulations for the time being in force, without any further act or deed, stand transferred to and be vested in or deemed to have been transferred to or vested in, as a going concern, into the Resulting Company together with all the estates, assets, titles, interest and Employees therein, subject however, to the provisions of this Scheme in relation to Encumbrances, if any, affecting the same or any part thereof.

SCHEME OF ARRANGEMENT

PART –A

1. DEFINITIONS:

In this Scheme, unless inconsistent with the subject or context, the following expressions shall have the meaning given hereunder:-

49

a) “Act” means the Companies Act, 1956 as may be applicable, including any statutory modifications, re-enactments or amendments thereof and shall include the relevant and corresponding sections under Companies Act, 2013, as and when the same are made applicable before the effective date of the Scheme.

b) “Appointed Date” means 1st April 2015 or such other date as may be approved by the High Court of

Gujarat at Ahmedabad.

c) “Applicable Laws” means any statute, notification, bye-laws, rules, regulations, guidelines, Common law, policy code, directives, ordinance, schemes, notices, orders or instructions, laws enacted or issued or sanctioned by any appropriate authority in India including any modifications or re-enactment thereof for the time being in force.

d) “Court” or “High Court” means Hon‟ble High Court of Gujarat at Ahmedabad, as applicable, and

shall include the National Company Law Tribunal, if applicable in case of Transferee Company. e) “De-merged Company” or “Transferor Company” means Arvind Limited incorporated under the

Indian Companies Act, 1913 and having its Registered Office at Naroda Road, Ahmedabad - 380 025 in the state of Gujarat.

f) “Real Estate Undertaking or Demerged Undertaking” shall mean Real Estate Undertaking of the

Transferor Company and shall include;

a) All the assets and properties as on the Appointed Date (hereinafter referred to as “the said assets”)

pertaining to the Real Estate Undertaking;

b) All the debts, liabilities, duties and obligations including contingent liabilities pertaining to the Real Estate Undertaking;

c) Without prejudice to the generality of above, the Real Estate Undertaking shall include rights over land, buildings, the movable rights covering plants and machinery if any, equipment, furniture, fixtures, vehicles, leasehold assets and other properties, real, corporeal and incorporeal, in possession or reversion, present and contingent assets (whether tangible or intangible) of whatsoever nature, assets including cash in hand, bank balance, bills of exchange, letter of intents, loans and advances, investments but other than those forming part of Remaining Undertakings, claims, powers, authorities, allotments, approvals, consents, letter of intent, registrations, licenses, contracts, agreements, engagements, arrangements, rights, credits, titles, interests, benefits, advantages, leasehold rights, sub-letting tenancy rights, with or without the consent of the landlord as may be required, goodwill, other intangibles, permits, authorizations, trademarks, trade names, labels, brands, patents, patent rights, copyrights, designs, and other industrial and intellectual properties and right of any nature whatsoever including labels, designs, know-how, domain names or any applications for the above, assignments and grants in respect thereof, import quotas and other quota rights, right to use and avail of telephones, telex, facsimile and other communication facilities, connections, installations and equipments, utilities, electricity, electric and all other services of every kind, nature and description whatsoever, provisions, funds, and benefits of all agreements, arrangements, deposits, advances, recoverable and receivables, whether from government, semi-government, local authorities or any other person including customers, contractors or other counter parties, etc. all earnest monies and/ or deposits, privileges, liberties, easements, advantages, benefits, exemptions permissions, and approvals of whatsoever nature (including but not limited to benefits of tax relief including under the Income-tax Act, 1961 such as credit for advance tax, taxes deducted at source minimum alternate tax etc. utilized deposits or credits, benefits under VAT/ Sales Tax Law, VAT/ sales tax set off, unutilized deposits or credits, benefits of any unutilized MODEVAT/CENVAT/Service tax credits, etc.) and wheresoever situate, belonging to or in the ownership, power or possession or control of or vested in or granted in favour of or enjoyed by the Real Estate Undertaking.

50

Any question that may arise as to whether a specific asset or liability pertains or does not pertain to the Real Estate Undertaking or whether it arises out of the activities or operations of Real Estate Undertaking shall be decided by mutual agreement between the Board Of Directors of Transferor Company and Transferee Company.

g) “Effective Date” means the last of the dates on which the sanctions/ approvals or orders as specified

in Clause No. 19 of this Scheme has been obtained and/ or filed by the Transferor Company and the Transferee Company with the Registrar of Companies, Gujarat and other Governmental Authorities.

h) “Governmental Authority” means any applicable Central, State or local Government, statutory, regulatory, departmental or public body or authority of relevant jurisdiction, legislative body or administrative authority, agency or commission or any court, tribunal, board, bureau or instrumentality thereof including Securities and Exchange Board of India, Stock Exchanges, Registrar of Companies, Regional Directors, Foreign Investment Promotion Board, Reserve Bank of India, or arbitration or arbitral body having jurisdiction, Courts and other government and India in each case.

i) “Remaining Undertaking” means all the businesses and activities of the Transferor Company other

than the De-merged Undertaking.

j) “Scheme” means this Composite Scheme of Arrangement in the nature of De-merger and Restructure of Share Capital in its present form including any modifications or amendments thereto, approved or imposed or directed by the Hon‟ble High Court of Gujarat at Ahmedabad or any other Governmental

Authority and High Court and with all the Schedules appended thereto.

k) “Resulting Company” or “Transferee Company” means Arvind Infrastructure Limited, a company incorporated under the Companies Act, 1956, having its registered office at Naroda Road, Ahmedabad - 380 025 in the state of Gujarat.

l) “Record Date” means the date that Board of Directors of the Transferor and the Transferee Company shall determine which shall be later than the Effective Date, for issue and allotment of shares by the Transferee Company to the members of the Transferor Company.

m) “Stock Options Scheme” means the Arvind Stock Option plan of the Demerged Company which was approved by Shareholders of the Demerged Company vide a Special resolution dated 23.10.2007.

PART- B

3. DEMERGER, TRANSFER AND VESTING OF DE-MERGED UNDERTAKING:

a) On and with effect from the Appointed Date and subject to the provisions of this Scheme and pursuant to

the provisions of Section 394 of the Companies Act, 1956 and other applicable provisions of the Act and Applicable Laws and in relation to the mode of transfer and vesting, the de-merged undertaking of the Transferor Company shall without any further act, instrument or deed, be and the same shall stand transferred to and/ or vested in or be deemed to have been and stand transferred to or vested in the Transferee Company as a going concern so as to become as and from the Appointed Date, the estate, rights, authorizations, titles and interests and authorities including accretions and appurtenances thereto such as dividends, or other benefits receivable, that of the Transferee Company.

b) With effect from the Appointed Date, and subject to the provisions of this Scheme, all the liabilities (including the contingent liabilities) of the said De-merged Undertaking of the Transferor Company shall stand transferred or deemed to have been transferred without any further act, instrument or deed of the Transferee Company, pursuant to the provisions of Section 394 of the Companies Act, 1956 and other applicable provisions of the Act and Applicable Laws so as to become as and from the Appointed Date, the debts, liabilities (including contingent liabilities), duties and obligations of the Transferee Company and further that it shall not be necessary to obtain consent of any third party or other person who is a party to

51

the contract or arrangements by virtue of which such debts, liabilities, duties and obligations have arisen, in order to give effect to the provisions of this Clause.

c) With effect from the Appointed Date, and subject to the provisions of this Scheme, all the Assets (both the tangible and intangible assets) of the said De-merged Undertaking of the Transferor Company shall stand transferred or deemed to have been transferred without any further act, instrument or deed of the Transferee Company, pursuant to the provisions of Section 394 of the Companies Act, 1956 and other applicable provisions of the Act and Applicable Laws so as to become as and from the Appointed Date, the assets of the Transferee Company.

d) With effect from the Appointed Date, all taxes paid, taxes refund due or receivable, carried forward losses, depreciation, capital losses, pending balances of amortizations etc. including application for rectification, appeals filed with tax authorities of the De-merged Undertaking of the Transferor Company shall also, pursuant to Section 394 of the Companies Act, 1956 and other applicable provisions of the Act and Applicable laws without any further act or deed, be transferred to or be deemed to be transferred to the Transferee Company, so as to become as from the Appointed Date the direct taxes paid, direct taxes refund due or receivable, (whether as per Books or as per Income tax) of the Transferee Company and it shall not be necessary to obtain the consent of any third party or other person, in order to give effect to the provision of this Sub-clause.

e) All the employees of the De-merged Undertaking shall, without any further act, instrument or deed of the Transferee Company, pursuant to the provisions of Section 394 of the Companies Act, 1956 and other applicable provisions of the Act and the Applicable Laws, become as and from the Appointed Date, the employees of the Transferee Company and further that it shall not be necessary to obtain consent of any person, in order to give effect to the provisions of this Clause.

f) Without prejudice to the other provisions of this Scheme and notwithstanding the fact that vesting of the De-merged Undertaking occurs by virtue of this Scheme itself, the Transferee Company may, at any time after the coming into effect of this Scheme in accordance with the provisions hereof, if so required under any law or otherwise, take such actions and execute such deeds (including deeds of adherence), confirmations or other writings or tripartite arrangements with any party to any contract or arrangement to which the Transferor Company is a party or any writings as may be necessary in order to give formal effect to the provisions of this Scheme. The Transferee Company shall be deemed to be authorized to execute any such writings on behalf of the Transferor Company and to carry out or perform all such formalities or compliances referred to above on the part of the Transferor Company to be carried out or performed.

g) For the avoidance of doubt and without prejudice to the generality of the foregoing, it is clarified that upon the coming into effect of this Scheme, all consents, permissions, licenses, approvals, certificates, clearances, authorities, leases, tenancy, assignments, allotments, powers of attorney given by, claims, powers, authorities, allotments, approvals, consents, contracts, enactments, arrangements, rights, titles, interests, benefits, advantages, lease-hold rights and tenancies, and other intangible rights, hire purchase contracts and assets, lending contracts, employment contracts, distribution contracts, clearing and forwarding agency contracts, benefits of any security arrangements, reversions, permits, quotas, entitlements, registrations, licenses (industrial or otherwise), registrations under the applicable law, municipal/ local permissions, etc. issued to or executed in favour of the Transferor Company shall stand transferred to the extent it relates to and pertains to the De-merged Undertaking, to the Transferee Company in which the De-merged Undertaking shall vest by way of the demerger hereunder, as if the same were originally given by, issued to or executed in favour of the Transferee Company, and the Transferee Company shall be bound by the terms thereof, the obligations and duties there under, and the rights and benefits under the same shall be available to the Transferee Company. The Transferee Company shall make applications to and obtain relevant approvals, etc from the concerned authorities and/ or parties as may be necessary in this behalf and the Transferor Company shall co-operate and provide the required support wherever required.

h) It is clarified that if any assets (estate, claims, rights, title, interest in or authorities relating to such assets) or any contract, deeds, bonds, arrangements, schemes, agreements or other instruments or whatsoever

52

nature in relation to the De-merged Undertaking, which the Transferor Company owns or to which the Transferor Company is the party and which cannot be transferred to the Transferee Company for any reason whatsoever, the Transferor Company shall hold such assets etc. in trust for benefit of the Transferee Company to which the de-merged Undertaking is being transferred in terms of this Scheme, in so far as it is permissible so to do, till such time as the transfer is effected and till such time the Transferee Company shall be entitled to utilize, operate, avail the same for the De-merged Undertaking‟s activities without any

consideration.

i) Where any of the debts, liabilities (including contingent liabilities), loans raised and used, liabilities and obligations incurred, duties and obligations of De-merged Undertaking of the Transferor Company as on the Appointed Date deemed to be transferred to the Transferee Company have been discharged by De-merged undertaking of the Transferor Company after the Appointed Date and prior to the Effective Date, such discharge shall be deemed to have been for and on account of the Transferee Company.

j) All loans raised and used and all liabilities and obligations incurred by the Transferor Company for the operations of De-merged Undertaking after the Appointed Date and prior to the Effective Date, shall, subject to the terms of this scheme, be deemed to have been raised, used or incurred for and on behalf of the Transferee Company in which the De-merged Undertaking shall vest in terms of this Scheme and the extent they are outstanding on the Effective Date, shall also without any further act or deed be and stand transferred to and be deemed to be transferred to the Transferee Company and shall become the debts, liabilities, duties and obligations of the Transferee Company which shall meet discharge and satisfy the same.

k) Without prejudice to clause (a) above, it is expressly provided that in respect of such assets belonging to and specific to the De-merged Undertaking of the Transferor Company as are movable in nature or are otherwise capable of transfer by manual delivery or by endorsement and delivery, the same shall be so transferred by the Transferor Company and shall become the property of the Transferee Company in pursuance of the provisions of the section 394 and other applicable provisions of the said Act.

l) The De-merger and the transfer and vesting of the assets comprised in the De-merged Undertaking to and in the Resulting Company under this clause shall be subject to the mortgages and charges, if any.

m) The Transferee Company may, if required, give notice in such form as it may deem fit and proper to each person, debtor or depositee that pursuant to the High Court of Gujarat, Ahmedabad, having sanctioned the Scheme, the said person, debtor or depositor should pay the debt, loan or advance or make good the same or hold the same to its account and that the right of the Transferee Company to recover or realize the same is in substitution of the right of the Transferor Company.

n) Without prejudice to the provisions of the foregoing clauses and upon the effectiveness of this Scheme, the Transferor Company and the Transferee Company shall execute such instruments or documents or do all the acts and deeds as may be required, including the filing of necessary particulars and/ or modification(s) of charge, with the relevant regulatory authority and Governmental Authorities to give formal effect to the above provisions, if required.

o) Upon the coming into effect of this Scheme, the Transferor Company alone shall be liable to perform all obligations in respect of the liabilities as on the Appointed Date, which have not been transferred to Transferee Company in terms of the Scheme, and the Transferor Company alone shall have all obligations in respect of such liabilities, and the Transferor Company shall indemnify the Transferee Company in relation to any claim, at any time, against the Transferee Company in respect of the liabilities which have been retained by the Transferor Company.

p) Upon the coming into effect of this Scheme, the Transferee Company alone shall be liable to perform all

obligations in respect of the liabilities (including contingent liabilities) from the Appointed Date, which have been incurred by the Transferor Company for and on behalf of the Transferee Company and in relation to the De-merged Undertaking in terms of the Scheme, and the Transferor Company shall not have any obligation in respect of such liabilities and the Transferee Company shall indemnify the Transferor

53

Company in relation to any claim, at any time, against the Transferor Company in respect of such liabilities.

q) It is expressly provided that no other term or condition of the liabilities not transferred to the Transferee Company is modified by virtue of this Scheme except to the extent that such amendment is required by necessary implication.

r) Subject to the necessary consents being obtained in accordance with the terms of this Scheme, the provisions of the clause 3 shall operate, notwithstanding anything to the contrary contained in any instrument, deed or writing or the terms of sanction or issue or any security document; all of which instruments, deeds or writings shall stand modified and/ or superseded by the foregoing provisions with effect from the Appointed Date or such other date as is specified herein above, as the case may be.

4. CONTRACTS, DEEDS AND OTHER INSTRUMENTS:

Subject to the provisions of this Scheme, all contracts, deeds, bonds, agreements, arrangements and other instruments of whatsoever nature in relation to the De-merged Undertaking to which the Transferor Company is a party or to the benefit of which the Transferor Company may be eligible, and which are subsisting or having effect immediately before the Effective Date, shall continue in full force and effect against or in favour of the Transferee Company as the case may be and may be enforced as fully and effectively as if, instead of the Transferor Company, the Transferee Company had been party or beneficiary thereto. The Transferee Company shall enter into and/ or issue and/ or execute deeds, writings or confirmations or enter into a tripartite arrangement, confirmation or novation to which the Transferor Company will, if necessary, also be a party in order to give formal effect to this clause, if so required or become necessary.

5. LEGAL PROCEEDINGS:

a) Upon coming into effect of this Scheme, all suits, claims, actions and/or proceedings by or against the Transferor Company, pertaining to the De-merged Undertaking of the Transferor Company, arising after the Appointed Date but before the Effective Date shall be continued and be enforced by or against the Transferee Company as effectually as if the same had been pending and/ or arising by or against the Transferee Company.

b) The Transferee Company will undertake to have all legal, judicial or other proceedings initiated and/ or to be initiated after the Effective Date by or against the De-merged Undertaking of the Transferor Company referred to in sub-clause (a) above transferred to its name and to have the same continued, prosecuted and enforced by or against the Transferee Company. The Transferor Company and the Transferee Company shall make relevant applications in that behalf and the Transferor Company and the Transferee Company shall co-operate with each other in respect of any such legal and other proceedings.

c) Upon coming into effect of this Scheme, all suits, claims, actions and/ or proceedings by or against the De-

merged Undertaking of the Transferor Company pending on or pertaining to the period prior to the Appointed Date shall be continued and be enforced by or against the Transferee Company as effectually as if the same had been pending and/ or arising by or against the Transferee Company.

6. OPERATIVE DATE OF THE SCHEME: This Scheme though effective from the Appointed Date shall be operative from the Effective Date.

7. CONDUCT OF BUSINESS BY TRANSFEROR COMPANY AND TRANSFEREE COMPANY TILL EFFECTIVE DATE:

With effect from the Appointed Date, and upto the Effective Date:

54

a) The Transferor Company shall carry on and shall be deemed to have carried on all the business and activities of the De-merged Undertaking as hitherto and shall be deemed to have held and stood possessed of the undertaking on account of, and for the benefit of and in trust for the Transferee Company.

b) All the profits or income accruing or arising to the De-merged Undertaking of the Transferor Company

or expenditure or losses arising or incurred (including the effect of taxes, if any, thereon) by the De-merged Undertaking of the Transferor Company shall, for all purposes be treated and be deemed to be accrued as the profits or income or incurred as the expenditure or losses or taxes of the Transferee Company, as the case may be.

c) The Transferor Company shall carry on its business and activities of the De-merged Undertaking with

reasonable diligence and business prudence. d) The Transferor Company shall not vary the terms and conditions and employment of permanent

employees of the De-merged Undertaking except in the ordinary course of business or with prior written approval of the Transferee Company.

e) The Transferor Company shall not, without prior written consent of the Transferee Company, take any

major policy decisions in respect of management of the De-merged Undertaking except in the ordinary course of business.

f) The Transferor Company and the Transferee Company shall co-operate with each other for smooth

transfer of the De-merged Undertaking from the Transferor Company to the Transferee Company and any director of the Transferor Company and any director of the Transferee Company shall be empowered to give effect to the Scheme in all aspects as may be necessary or expedient including settling any question or difficulties arising in relation to the Scheme in such a manner as they deem fit to attain the objectives of this Scheme and their decision in this regard shall be final and binding.

It is hereby agreed and clarified that whenever under this Scheme, the approval of the Transferor Company is required to be obtained, it shall be the approval of any one of the directors of the Transferor Company and whenever under this Scheme, the approval of the Transferee Company is required to be obtained, it shall be the approval of any one of the directors of the Transferee Company.

8. CONSIDERATION BY THE TRANSFEREE COMPANY:

8.1 Upon this Scheme becoming effective, Resulting/ Transferee Company shall without any further application or deed, issue and allot shares at par, credited as fully paid-up, to the extent indicated below to the shareholders of Transferor Company, holding shares in Transferor Company and whose name appear in the Register of Members on Record Date or to such of their respective heirs, executors, administrators or other legal representatives or other successors in title as may be recognized by the respective Board of Directors in the following proportion: 1 (One) fully paid up Equity Share of `10/- each of Resulting Company shall be issued and allotted for every 10 (Ten) fully paid up Equity Shares of `10/- each held in Transferor Company. The Equity Shares issued and allotted by the Resulting Company in terms of this Scheme shall rank pari passu in all respects with the then existing equity shares of the Resulting Company.

8.2 No fractional certificate(s) shall be issued by the Resulting Company in respect of any fractions which the members of the De-merged Company may be entitled to on issue and allotment of new equity shares as aforesaid by the Company. The Board of Directors of the Resulting Company shall instead, consolidate to all such fractional entitlements and allot new equity shares in lieu thereof to a Director or an officer of the Resulting Company or such other person(s) as the Board of Directors of the Resulting Company shall appoint in this regard who shall hold the new equity shares in trust on behalf of the members entitled to

55

such fractional entitlements with express understanding that such director or officer or person(s) shall sell the same in market at such time(s) (not later than 6 months upon coming into effect of this Scheme) at such price(s) and to such person(s) as it/ he/ they may deem fit, and pay to the Resulting Company the net sale proceeds thereof. Thereupon the Resulting Company shall distribute the net sale proceeds, after deduction of applicable taxes / duties/ levies, if any, to the members entitled in proportion to their respective fractional entitlements. In case the number of such shares to be allotted to the Director/ officer by virtue of consolidation of fractional entitlements is a fraction, one additional equity share will be issued in the resulting Company to such Director/ officer.

8.3 Shares to be issued by the Resulting Company pursuant to Clause 8.1 in respect of any equity shares held by shareholder of Transferor Company which are held in abeyance under the provisions of Section 206A of the Act or otherwise shall, pending allotment or settlement of disputes by order of court or otherwise, also be held in abeyance by Resulting Company.

8.4 In so far as the issue of equity shares pursuant to Clause 8.1 is concerned, the same shall be issued and allotted in dematerialized form to those equity shareholders who hold equity shares in Transferor Company in dematerialized form, in to the account with the Depository Participant in which the equity shares of the Transferor Company are held or such other account with the Depository Participant as is intimated by the equity shareholders to Resulting Company before the Record Date. All those equity shareholders of Transferor Company who hold equity shares of the Transferor Company in physical form shall also have the option to receive the shares, as the case may be, in dematerialized form provided the details of their account with the Depository Participant are intimated in writing to the Resulting Company before the Record Date. In the event that Resulting Company has received notice from any equity shareholder of Transferor Company that equity shares are to be issued in physical form or if any member has not provided the requisite details relating to his/ her/ it‟s account with a Depository Participant or other confirmations as may be required or if the details furnished by any member do not permit electronic credit of the shares of Resulting Company, then Resulting Company shall issue equity shares of Resulting Company, in accordance with the Transferor Company Share Entitlement Ratio, as the case may be, in physical form to such equity shareholder.

8.5 In the event of their being any pending share transfers, whether lodged or outstanding, of any shareholder of Transferor Company, the board of directors or any committee thereof of Transferor Company shall be empowered in appropriate cases, prior to or even subsequent to the Record Date, to effectuate such transfer in Transferor Company as if such changes in registered holder were operative as on the Record Date, in order to remove any difficulties arising to the transfer of the share in Transferor Company and in relation to the shares issued by Resulting Company after the effectiveness of this Scheme. The board of directors of Transferor Company and Resulting Company shall be empowered to jointly remove such difficulties as may arise in the course of implementation of his Scheme and registration of new members in Resulting Company on account of difficulties faced in the transaction period.

8.6 The Resulting/ Transferee Company shall endeavor to ensure that the equity shares issued by it in terms of clause 8.1 of this Scheme, subject to applicable regulations, and subject to requisite compliances be listed and admitted to trading on the NSE and BSE, where the equity shares of Transferor Company are listed and are admitted to trading. The shares allotted by the Transferee Company pursuant to the Scheme shall remain frozen in the depositories system till listing/ trading permission is given by the NSE and BSE.

8.7 Approval of this Scheme by the shareholders of Resulting Company shall be deemed to be the due compliance of the provisions of Section 81(1A) of the Companies Act, 1956 or Section 62 of the Companies Act, 2013 and the other relevant and applicable provisions of the Act for the issue and allotment of equity shares by Resulting Company to the equity shareholders of Transferor Company, as provided in this Scheme.

8.8 Upon Scheme being effective and upon the issuance and allotment of the equity shares by the Transferee Company in accordance with the Clause 8.1, the existing issued and paid up equity share capital of the Transferee Company, comprising of 10,05,00,000 equity shares of `1/- each, aggregating to `10,05,00,000/- as held by the de-merged company and its nominees shall be cancelled. The share

56

certificates held by Transferor Company and its nominees representing the equity shares in the Transferee Company shall be deemed to be cancelled and non-est and not tradable form and after such cancellation. This will result in reduction of share capital (as provided in detail in Clause 14 herein below).

8.9 The Resulting Company shall, if and to the extent required to, apply for and obtain any approvals from the concerned regulatory authority including the Reserve Bank of India, for the issue and allotment of new equity shares by the Resulting Company to the equity shareholders of the Transferor Company. The Resulting Company shall comply with the relevant and applicable rules and regulations including provisions of FEMA to enable it to issue shares pursuant to this Scheme.

9. ACCOUNTING TREATMENT:

(A) Accounting treatment in the books of the De-merged/ Transferor Company:

9.1 Upon Scheme being effective, the respective book values of the assets and liabilities of the de-merged

undertaking shall be adjusted in the books of accounts of the de-merged company in compliance with the applicable Accounting standards.

9.2 Upon the Scheme being effective, the difference between the book value of assets and liabilities of the De-merged Undertaking transferred pursuant to the Scheme shall be adjusted in the books of Transferor Company against its Securities premium Account as provided in detail in Clause 14 herein below.

9.3 Upon the Scheme being effective and upon cancellation of shares held by the De-merged Company in the

Resulting/ Transferee Company, such amount of investment by the Transferor Company in the cancelled share capital of Transferee Company shall be written off as provided in Clause 14 herein below.

(B) Accounting treatment in the books of the Resulting/ Transferee Company:

9.4 Upon coming into effect of this Scheme and upon the arrangement becoming operative, the Transferee Company shall record the assets and liabilities transferred to and vested in them pursuant to this Scheme, at the book values of the respective assets and liabilities as recorded in the books of account of the Transferor Company as on the Appointed Date. The same shall be in compliance with the applicable Accounting standards. The Transferee Company may also decide to record the assets and liabilities transferred to and vested in them at fair value if advised by the Auditors and if it is in compliance with applicable accounting standards.

9.5 The Transferee Company shall credit its Share Capital Account with the aggregate face value of the equity shares issued to the shareholders of Transferor Company pursuant to Clause 8.1 of this Scheme.

9.6 Upon Scheme being effective, and upon the issue and allotment of the new shares of the Transferee

Company to the shareholders of the De-merged Company, the existing shares of the Transferee Company as held by the De-merged Company and its nominees shall stand cancelled simultaneously (as provided vide Clause 14 herein below).

9.7 The amount of difference in the net value of the assets transferred pursuant to the Scheme and the amount

of consideration as issued pursuant to Clause 8.1 of the Scheme, netted by existing share capital cancelled in terms of Clause 9.6 hereinabove of the scheme, shall be adjusted against Securities Premium Account.

10. EMPLOYEES:

10.1 On the scheme taking effect as aforesaid, all employees of the Transferor Company engaged in or in the relation to the Real Estate Undertaking shall be engaged by the Transferee Company, without any interruption of services and on such terms and condition, as are no less favourable than those on which they are currently engaged by Transferor Company.

57

10.2 With regard to Provident fund, employee state insurance contribution , gratuity funds , superannuation fund, staff welfare scheme or any other special schemes or benefits created or existing for the benefit of such employees of Transferor Company , the Transferee Company shall, upon this Scheme becoming effective and with effect from the Appointed Date, stand substituted for Transferor Company for all purposes whatsoever, including with regard to the obligation to make contribution to the said funds and schemes , in accordance with the provisions of such schemes or funds in the respective trust deeds or other documents. The existing provident fund, employee state insurance contribution, gratuity fund, superannuation fund, the staff welfare scheme and any other schemes or benefits created by the Transferor Company for such employees of the Real Estate Undertaking shall be continued on the same terms and conditions or be transferred to the existing provident fund , employee state insurance contribution . gratuity fund, superannuation funds , staff welfare scheme ,etc., being maintained by the Transferee company . Pending such transfer, the contributions required to be made in respect of such employees shall continue to be made by the Transferee Company to the existing funds maintained by Transferor Company.

10.3 The Transferee Company agrees that for the purpose of payment of any retrenchment compensation, gratuity and other terminal benefits to the permanent employees engaged in or in relation to the Real Estate Undertaking, the past services of such employees with Transferor Company shall also be taken into account and agrees and undertakes to pay the same as and when payable.

11. SAVING OF CONCLUDED TRANSACTIONS:

The transfer of the De-merged Undertaking above and the continuance of proceedings by or against the Transferor Company pertaining to De-merged Undertaking or the Transferee Company above shall not affect any transaction or proceedings already concluded in Transferor Company, in relation to the De-merged undertaking on or after the Appointed Date till the Effective Date, if any, to the end and intent that the Transferee Company accept and adopt all acts, deeds and things done and executed by Transferor Company, in relation to the De-merged Undertaking in respect thereto as done and executed on their behalf.

12. TAX CREDIT/ DUTIES/ CESS ETC:

If the Transferor Company is entitled to any benefits under Incentive Schemes and Policies relating to the De-merged Undertaking, it is declared that the benefits under all such Incentive Schemes and Policies shall be transferred to and vested in the Transferee Company. Upon this Scheme being effective, both the Transferor Company and the Transferee Company, if required, are expressly permitted to revise and file their respective income tax returns and other statutory returns, including tax deducted/ collected at source returns, service tax returns, excise tax returns, sales tax/ VAT returns, as may be applicable and has expressly reserved the right to make such provision in its returns and to claim refunds or credits etc. if any. Such returns may be revised and filed notwithstanding that the statutory period for such revision and filing may have expired.

13. REMAINING UNDERTAKING:

The Remaining Undertaking of the De-merged/ Transferor Company and all the assets, liabilities and obligations pertaining thereto shall continue to belong to and be vested in and be managed by the Transferor Company.

PART – C

14. RESTRUCTURE OF SHARE CAPITAL:

A. RESTRUCTURE OF SHARE CAPITAL OF THE DE-MERGED/ TRANSFEROR COMPANY-

58

14.1 Upon the Scheme being effective, the amount of difference in book value of assets and the book value of liabilities transferred pursuant to the Scheme shall be adjusted against the Securities Premium Account, as envisaged vide Clause 9.2 hereinabove.

14.2 Upon the Scheme being effective, and upon the issue of shares by the Transferee Company to the shareholders of the De-merged/ Transferor Company, and upon cancellation of the shares of the Transferee Company as held by the De-merged Company, the amount of such investment in the books of de-merged company shall be written off against the Securities Premium Account, as envisaged vide Clause 9.3 hereinabove.

14.3 The above referred adjustment against the Securities Premium Account of the De-merged Company shall not exceed `100.05 crores save and except an adjustment as may be required to be made due to any increase or decrease in the net assets value of De-merged Undertaking to be transferred on Appointed Date. This restructure amounts to reduction of capital under Section 78 read with Sections 100 to 103 of the Act. However, the same is consequential in nature and is proposed to be effected as an integral part of the Scheme. The approval of the members of the De-merged/ Transferor Company to the proposed Scheme shall be deemed to be their approval under the provisions of Section 78 and 100 and all other applicable provisions of the Act and the Transferor Company shall not be required to undertake any separate procedure for the same. The order of the Hon‟ble High Court sanctioning the Scheme shall be deemed to be

an Order under Section 102 of the Act. In view of the same, the Transferor Company shall not be required to separately comply with Section 100 or any other provisions of Act.

14.4 Further, since the above restruc ture involving the utilization of Securities Premium Account of the company is only deemed reduction under Section 78 read with Section 100 of the Act and there is no actual Reduction of Issued, Subscribed and Paid up Share Capital of the company, the Transferor Company shall not be required to add the suffix “and reduced” to its name.

B. RESTRUCTURE OF SHARE CAPITAL OF THE RESULTING/ TRANSFEREE COMPANY-

14.5 Upon Scheme being effective, the Authorized Share Capital of the Transferee Company shall be restructured by consolidation of 10 shares of `1/- each into 1(one) share of `10/- each. Hence the same shall stand as `27,00,00,000/- consisting of 2,70,00,000 shares of `10/- each. Clause V of the Memorandum of Association shall be accordingly amended.

14.6 Upon Scheme being effective, and upon the issue and allotment of new shares of the Transferee Company to the shareholders of the De-merged Company, the existing shares of the Transferee Company as held by the De-merged Company and its nominees shall stand cancelled simultaneously, as envisaged vide clause 9.6 hereinabove. This will result in reduction of the issued, subscribed and paid up capital of the Transferee Company to the extent of `10,05,00,000/-

14.7 However, considering the issue of new shares to the shareholders of the De-merged Company as envisaged under clause 8.1 hereinabove, there shall not be any net reduction of the share capital.

14.8 The aforesaid restructure of capital viz. Consolidation of Equity Shares of `1/- to that of `10/- each; Cancellation of the shares held by the De-merged Company and upon issue and allotment of new shares resultant increase of share capital etc is consequential in nature and is proposed to be effected as an integral part of the Scheme. The approval of the members of the Transferee Company to the proposed Scheme shall be deemed to be their approval under the provisions of Section 16, 100 and all other applicable provisions of the Companies Act, 1956 or the applicable provisions of the Companies Act, 2013 and the Transferee Company shall not be required to undertake any separate procedure for the same. Since there is no net reduction of the share capital, the Transferee Company shall not be required to separately comply with Section 100 or any other provisions of the Act. Further, since there is no actual Reduction of Issued, Subscribed and Paid up Share Capital of the company, the Transferee Company shall not be required to add the suffix “and reduced” to its name.

59

14.9 The above referred adjustment as in clause 9.7 against the Securities Premium Account of the Transferee

Company amounts to reduction of capital under Section 78 read with Sections 100 to 103 of the Act. However, the same is consequential in nature and proposed to be effected as an integral part of the Scheme. The approval of the members of the Transferee Company to the proposed Scheme shall be deemed to be their approval under the provisions of Section 78 and 100 and all other applicable provisions of the Act and the Transferee Company shall not be required to undertake any separate procedure for the same. The order of the Hon‟ble High Court sanctioning the Scheme shall be deemed to be an Order under Section 102 of the Act. In view of the same, the Transferee Company shall not be required to separately comply with Section 100 or any other provisions of Act.

PART – D

GENERAL TERMS AND CONDITIONS

15. APPLICATIONS TO THE HIGH COURT:

The Transferor Company and the Transferee Company shall make all applications/ petitions under Section 391 to 394 read with sections 78 and 100 to 103 of the Companies Act, 1956 and other applicable provisions of the Act and Applicable Laws to the High Court of Gujarat and the Governmental Authority, as applicable, for sanctioning of this Scheme for carrying this Scheme into effect and obtain all approvals as may be required under law.

16. ESOPs BY THE TRANSFEREE COMPANY:

The Transferee Company has given certain ESOPs to eligible persons and will continue to be ESOPs even after the Company is listed under the Scheme subject to compliance with SEBI guidelines if applicable.

17. MODIFICATIONS, AMENDMENTS TO THE SCHEME:

The Transferor Company (by its Directors) and the Transferee Company (by its directors) may in their full and absolute discretion assent from time to time on behalf of all persons concerned to any modifications or amendments or addition to this Scheme or to any conditions or limitations which the Hon‟ble High Court of

Gujarat at Ahmedabad or any authorities under the Law may deem fit to approve of or impose and/ or to resolve any doubt or difficulties (including ascertainment of assets and liabilities of De-merged Undertaking) that may arise for carrying out this Scheme and to do and execute all such acts, deeds, matters and things as may be necessary, desirable or proper for carrying the Scheme into effect. For the purpose of giving effect of this Scheme or to any modifications or amendments, thereof, any of the Directors of the Transferor Company and any of the Directors of the Transferee Company may give and are authorized to give all such directions that are necessary or are desirable including directions for settling any doubts or difficulties that may arise. Further any of the Directors of the Transferor Company and any of the Directors of the Transferee Company shall be entitled to modify any of the terms of this Scheme in future to settle any of the difficulties or to implement the provisions of this Scheme smoothly and hassle free manner, if such need arises and for all purposes the Effective Date for such subsequent modified scheme shall be the same as specified in this Scheme.

18. SEVERABILITY:

If any part of this Scheme is found to be unworkable for any reason whatsoever, the same shall not, subject to the mutual agreement of the Transferor Company and the Transferee Company, affect the validity or implementation of the other parts and/ or provisions of this Scheme.

60

19. SCHEME CONDITIONAL UPON APPROVALS/ SANCTIONS: This Scheme is specifically conditional upon and subject to-

(a) The Scheme being approved by the requisite majority of the respective members and such class of persons of the De-merged Company in compliance with guidelines issued by SEBI and in particular vide Circular CIR/CFD/DIL/5/2013 dated February 4, 2013 and Circular CIR/CFD/DIL/8/2013 dated May 21, 2013.

(b) The Scheme being approved by the requisite majority in number and value of such classes of persons including the respective members and/ or creditors of De-merged Company and Resulting Company as may be directed by the High Court.

(c) The sanctions of the Hon‟ble High Court of Gujarat at Ahmedabad being obtained under Sections

391 to 394 and other applicable provisions of the Companies Act, 1956 or any other Governmental Authorities if so required on behalf of the Transferor Company and the Transferee Company.

(d) The certified copies of the High Court orders referred to in this Scheme being filed with the Registrar of Companies, Ahmedabad, Gujarat, as applicable.

(e) The requisite consent, approval or permission of the Government Authority or any other statutory authority, which by law may be necessary for the implementation of this scheme.

20. EFFECTIVE DATE OF THE SCHEME:

This Scheme although to come into operation from the Appointed Date shall not come into effect until the last date viz:

(a) The date on which the last of all consents, approvals, permissions, resolutions, sanctions and/ or orders as are hereinabove referred to have been obtained or passed; and

(b) The date on which all necessary certified copies of the order under Sections 391 to 394 of the Companies Act, 1956 are duly filed with the Registrar of Companies, Ahmedabad, Gujarat and such date shall be referred to as Effective Date for the purpose of this Scheme. All other compliances relating to filing and stamp duty etc, if applicable shall be done on or after the Effective Date subject to Clause 21. However the Effective Date shall not be affected by any of the modifications that might be required to be made as provided under Clause 17 and the Effective Date for such modified scheme shall be the same as mentioned in the above paragraphs.

It is the intention and understanding of the parties hereto that the economic effect of the Scheme shall take effect from the Appointed Date despite the Scheme becoming effective from Effective Date under the relevant laws.

21. EFFECT OF NON-RECEIPT OF APPROVAL/ SANCTION:

In the event of any of the said sanctions and/ or approvals referred to in the preceding clause no. 19 above not being obtained and/ or the Scheme not being sanctioned by the Hon‟ble High Court or any other

Governmental Authorities and/ or the Order(s) not being passed or sanctions not being granted as aforesaid, the Board of Directors of the Transferor Company and the Transferee Company are hereby empowered and authorized, this Scheme shall stand revoked, cancelled and be of no effect save and except in respect of any act or deed done prior thereto as is contemplated hereunder or as to any right, obligation and/ or liabilities which might have arisen or accrued pursuant thereto and which shall be governed and be preserved or worked out as is specifically provided in this Scheme and or otherwise arise as per Law.

22. EXPENSES CONNECTED WITH THE SCHEME:

61

All costs, charges and expenses, including any taxes and duties of the Transferor Company and the Transferee Company respectively in relation to or in connection with or incidental to this Scheme and of carrying out and completing the terms of this Scheme shall be borne and paid by the Transferor Company.

62

STATEMENT OF TAX BENEFITS

To, The Board of Directors Arvind Infrastructure Limited Ahmedabad Dear Sirs, Re: Note on possible Direct Tax benefits We hereby enclose a Note (refer annexure) that states the possible general tax benefits available to Arvind Infrastructure Limited (the “Company”) and its shareholders under the current tax laws 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 the Company faces in the future, the Company may or may not choose to fulfil. The benefits discussed in the annexure are not exhaustive. This statement is only intended to provide general information to the investors and is neither designed nor intended to be a substitute for professional tax advice. In view of the individual nature of the tax consequences and the changing tax laws, each investor is advised to consult his own tax consultant with respect to the specific tax implications arising out of their participation in the issue. We do not express any opinion or provide any assurance whether:

a. the Company or its shareholders will continue to obtain these benefits in future; or b. the conditions prescribed for availing the benefits have been or would be met with.

The contents 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. Our views expressed herein are based on the facts and assumptions indicated by you. No assurance is given that the revenue authorities/courts will concur with the views expressed herein. Our views are based on the existing provisions of law and its interpretation, which are subject to change from time to time. We do not assume responsibility to update the views consequent to such changes. We shall not be liable to Arvind Infrastructure Limited for any claims, liabilities or expenses relating to this assignment except to the extent of fees relating to this assignment, as finally judicially determined to have resulted primarily from bad faith or intentional misconduct. This note has been prepared solely in connection with the proposed listing of Equity shares by the Company under the Securities and Exchange Board of India (“SEBI”) (Issue of Capital and Disclosure Requirements) Regulations,

2009, as amended (the Offering). We hereby agree to this Note to be included in any offering document prepared in connection with the Offering and including references to us with respect to the note and no additional consent will be required for any such reference or reproduction.

For M/s. G. K. Chokshi & Co., Chartered Accountants Firm Registration No.:101895W Rohit K Choksi Partner Membership No: 31103 Place: Ahmedabad Date: June 3, 2015

63

NOTE ON POSSIBLE TAX BENEFITS AVAILABLE TO ARVIND INFRASTRUCTURE LIMITED

(INCLUDING ITS INDIAN SUBSIDIARIES) AND TO ITS SHAREHOLDERS

UNDER THE INCOME TAX ACT, 1961 (the IT Act) Arvind Infrastructure Limited (herein referred to as „AIL‟ or „the Company‟) is Indian Company subject to tax in

India. The company is taxed on its profits. Profits are computed after allowing all reasonable business expenditure including depreciation. Considering the activities and the business of AIL, the following benefits may be available. I. SPECIAL TAX BENEFITS AVAILABLE TO THE COMPANY There are no special tax benefits available to the Company except the following:- 1. The Company will be entitled to claim of deduction in respect of capital expenditure incurred, wholly and exclusively for the purpose of any specified business as per section 35AD of the IT Act. Specified business for the purpose of section 35AD includes the following:

Developing and building a housing project under a scheme for slum redevelopment or rehabilitation framed by the Central or State Government.

Developing and building a housing project under a scheme for affordable housing framed by the Central or State Government.

II. SPECIAL TAX BENEFITS AVAILABLE TO THE SHAREHOLDERS There are no special tax benefits available to the shareholders.

III. GENERAL TAX BENEFITS AVAILABLE TO THE COMPANY 1. The provisions of section 2(22)(e) of the IT Act which has the effect of taxing certain payments in the nature of loan or advance, by a company to a shareholder or to any concern in which such shareholder is a member and has substantial interest, as deemed dividend, would not apply to a company in which public are substantially interested. 2. Under section 24(a) of the IT Act, the Company will be eligible for deduction of thirty % of the annual value of the property (i.e. actual rent received or receivable on the property or any part of the property which is let out or deemed to be let out). 3. Subject to compliance of certain conditions laid down in Section 32 of the IT Act, the Company will be entitled to a deduction for depreciation in respect of tangible assets and, intangible assets being in the nature of know-how, patents, copyrights, trademarks, licenses, franchises or any other business or commercial rights of similar nature acquired on or after 1st day of April, 1998 at the rates prescribed under the Income-tax Rules, 1962. 4. The Company will be entitled for exemption under section 10(2A) of the I.T. Act for the share of profits received from the Indian partnership firm in which the company is a partner. As per provisions of Section 14A of the IT Act, expenditure incurred to earn an exempt income is not allowed as deduction while determining taxable income. 5. The company will be entitled to amortize preliminary expenses being the expenditure incurred on public issue of shares, under Section 35D(2)(c)(iv) of the IT Act, subject to the nature of expenses and the limit specified in Section 35D(3). 6. Under section 35DD of the IT Act, for any expenditure incurred wholly and exclusively for the purposes of amalgamation or demerger, the Company is eligible for deduction of an amount equal to one fifth of such expenditure for each of the five successive years beginning with the year in which amalgamation or demerger takes place.

64

7. The Company will be entitled to claim expenditure incurred in respect of voluntary retirement scheme under scheme 35DDA of the IT Act in five equal annual instalments. 8. Under section 71 of the IT Act, business loss suffered by the Company during the year is allowed to be set-off against income from any other head. Balance loss, if any, could be carried forward under section 72 for eight years for claiming set-off against subsequent years‟ business income. If the accumulated loss suffered by a company comprises unabsorbed depreciation, then such unabsorbed depreciation shall be carried forward to subsequent years indefinitely. 9. Under section 79 of the IT Act, the carry forward and set off of business losses of a company in which public are substantially interested, would not be impacted on a change in shareholding pattern of the Company. 10. Where any tax is paid under section 115JB(1) of the IT Act (hereinafter referred to as Minimum Alternate Tax or “MAT”), for any assessment year commencing on the 1st day of April 2006, then section 115JAA(1A) provides that credit in respect of tax so paid shall be allowed to the Company in accordance with the provisions of the IT Act. Tax credit eligible to be carried forward will be the difference between the MAT paid and the tax computed as per the normal provisions of the IT Act for that assessment year. Such MAT credit is allowed to be carried forward for set off purposes for up to 10 years succeeding the year in which the MAT credit is allowed. 11. Under section 115-O of the IT Act, the Company will be liable to pay Dividend Distribution Tax (DDT) on the dividend declared, distributed or paid. For the purpose of payment of DDT on the dividends, the dividends so declared, distributed or paid by the domestic company shall be reduced by- the dividends received from its Indian subsidiary provided such subsidiary has paid DDT on the same. the dividend received from its foreign subsidiary provided such dividend is taxable under section 115BBD of the IT Act. For the said purpose, a company shall be a subsidiary of another company, if such other company, holds more than half in nominal value of the equity share capital of the company. For the purposes of determining the tax on distributed profits, net distributed profits shall be increased to such amount as would, after reduction of the tax on such increased amount be equal to the net distributed profits 12. Tax on distributed income to shareholders on buy back of shares under section 115QA of the IT Act shall not be applicable to shares listed in recognized stock exchange. Income from distributed profits 1. As per the provisions of Section 10(34) of the IT Act, any income by way of dividends referred to in Section 115–O (i.e. dividends declared, distributed or paid on or after 1 April, 2003) received from domestic company is exempt from income-tax. As per provisions of Section 14A of the IT Act, expenditure incurred to earn an exempt income is not allowed as deduction while determining taxable income. 2. As per Section 10(35) of the IT Act, the following income will be exempt in the hands of the Company: a. Income received in respect of the units of a Mutual Fund specified under clause (23D) of Section 10; or b. Income received in respect of units from the Administrator of the specified undertaking; or c. Income received in respect of units from the specified company However, this exemption does not apply to any income arising from transfer of such units by the unit holder. For this purpose (i) “Administrator” means the Administrator as referred to in Section 2(a) of the Unit Trust of India (Transfer of Undertaking and Repeal) Act, 2002 and (ii) “Specified Company” means a Company as referred to in

Section 2(h) of the said Act.

65

As per provisions of Section 14A of the IT Act, expenditure incurred to earn an exempt income is not allowed as deduction while determining taxable income. Capital Gains 1. Under Section 10(33) of the IT Act, any income arising from the transfer of a capital asset, being a unit of the Unit Scheme, 1964 referred to in Schedule I to the Unit Trust of India (Transfer of Undertaking and Repeal) Act, 2002 (58 of 2002) and where the transfer of such asset takes place on or after the 1st day of April 2002 is exempt. As per provisions of Section 14A of the IT Act, expenditure incurred to earn an exempt income is not allowed as deduction while determining taxable income. 2. As per Section 10(38) of the IT Act, capital gains arising to the Company on transfer of long term capital asset being an equity share in a company or a unit of an equity oriented fund or a unit of business trust (except those which were acquired in consideration of a transfer referred to in clause xvii of section 47) will be exempt in the hands of the Company, provided such transaction is chargeable to securities transaction tax. For this purpose, “Equity Oriented Fund” means a fund – a. where the investible funds are invested by way of equity shares in domestic companies to the extent of more than sixty five % of the total proceeds of such funds; and b. which has been set up under a scheme of a Mutual Fund specified under Section 10(23D) of the IT Act. The long term capital gains exempt under Section 10(38) would be liable to book profit tax under Section 115JB of the IT Act. As per provisions of Section 14A of the IT Act, expenditure incurred to earn an exempt income is not allowed as deduction while determining taxable income. 3. Under the Second Proviso to Section 48 of the IT Act, long term capital gains of the Company arising on the transfer of capital assets other than bonds and debentures (not being capital indexed bonds) will be computed after applying the relevant indexation on the cost of acquisition and cost of improvement. The resulting long term capital gains would be charged @ 20% (plus applicable surcharge and education cess) as per Section 112 of the IT Act. Alternatively, at the option of the company, in respect of long term capital gains from the sale of listed securities or units or zero coupon bonds where the tax payable in respect of any such long term capital gains exceeds 10% of the amount of capital gains arrived at without indexing the cost, the capital gains is charged at a concessional rate of 10% (plus applicable surcharge and education cess). 4. Under Section 54EC of the IT Act and subject to the conditions and to the extent specified therein, long-term capital gains (in cases not covered under Section 10(38) of the IT Act) arising on the transfer of a long-term capital asset will be exempt from capital gains tax if the capital gains are invested in a “long term specified asset”

within a period of six months after the date of such transfer. If only part of the capital gain is so reinvested, exemption available shall be in the same proportion as the cost of long term specified assets bears to the whole of the capital gain. However, if the assessee transfers or converts the long term specified asset into money within a period of three years from the date of its acquisition, the amount of capital gains exempted earlier would become chargeable to tax as long-term capital gains in the year in which the long term specified asset is transferred or converted into money. “Long term specified asset” for the purpose of making investment under Section 54EC of the IT Act, means any

bond, redeemable after three years and issued on or after the 1st day of April 2007: a. by the National Highways Authority of India constituted under Section 3 of the National Highways Authority of India Act, 1988 or; b. by the Rural Electrification Corporation Limited, a company formed and registered under the Companies Act, 1956.

66

If only part of the capital gain is so reinvested, exemption available shall be in the same proportion as the cost of long term specified assets bears to the whole of the capital gain. However, in case the long term specified asset is transferred or converted into money within three years from the date of its acquisition, the amount so exempted shall be chargeable to tax during the year such transfer or conversion into money takes place. The investment in the Long Term Specified Asset made by the Shareholder on or after April 1, 2007 during the FY should not exceed `50 Lac. Provided further that the investment in the long-term specified asset during the financial year in which the original asset or assets are transferred and in the subsequent financial year should not exceed fifty lakh rupees. 5. Under Section 111A of the IT Act, short term capital gains arising to the Company from the sale of a short term capital asset being an equity share or a unit of an equity oriented fund will be taxable at the rate of 15% (plus applicable surcharge and education cess) where such transaction is chargeable to securities transaction tax. Short Term Capital Gains arising from transfer of shares in a Company, other than those covered by Section 111A of the IT Act, would be subject to tax as calculated under the normal provisions of the IT Act. For this purpose, „equity oriented fund‟ would have the same meaning as specified in section 10(38) above. 6. As per section 70, short-term capital loss suffered by the Company during the year is allowed to be set off against short-term as well as long-term capital gains of the said year. Balance loss, if any, could be carried forward under section 74 for eight years for claiming set-off against subsequent years‟ long term/short term capital gains. Long-term capital loss suffered during the year is allowed to be set-off against long-term capital gains. Balance loss, if any, could be carried forward for eight years for claiming set-off against subsequent years‟ long-term capital gains. IV. GENERAL TAX BENEFITS AVAILABLE TO RESIDENT SHAREHOLDERS 1. As per the provisions of Section 10(34) of the IT Act, any income by way of dividends referred to in Section 115–O (i.e. dividends declared, distributed or paid on or after 1 April, 2003) received from domestic company is exempt from income tax in the hands of shareholder. As per provisions of Section 14A of the IT Act, expenditure incurred to earn an exempt income is not allowed as deduction while determining taxable income. 2. As per the provisions of Section 10(38) of the IT Act, long term capital gains arising on sale of equity shares in the Company would be exempt from tax where the sale transaction has been subjected to securities transaction tax. As per provisions of Section 14A of the IT Act, expenditure incurred to earn an exempt income is not allowed as deduction while determining taxable income. 3. As per provisions of Section 36(1)(xv) of the IT Act, securities transaction tax paid in respect of the taxable securities transactions entered into in the course of the business is allowed as a deduction if the income arising from such taxable securities transactions is included in the income computed under the head „Profit and gains of business or profession‟. Where such deduction is claimed, no further deduction in respect of the said amount is allowed while determining the income chargeable to tax as capital gains. 4. Under Second Proviso to Section 48 of the IT Act, long term capital gains of the shareholder arising on the transfer of capital assets other than bonds and debentures (not being capital indexed bonds) will be computed after applying the relevant indexation on the cost of acquisition and cost of improvement. The resulting long term capital gains would be charged @ 20% (plus applicable surcharge and education cess) as per Section 112 of the IT Act. Alternatively, at the option of the shareholder, in respect of long term capital gains from the sale of listed securities (which are not exempt u/s 10 (38) of the IT Act) or units or zero coupon bonds where the tax payable in respect of

67

any such long term capital gains exceeds 10% of the amount of capital gains arrived at without indexing the cost, the capital gains is charged at a concessional rate of 10% (plus applicable surcharge and education cess). 5. As per the provisions of Section 54EC of the IT Act and subject to the conditions and to the extent specified therein, long-term capital gains (which are not exempt under Section 10(38) of the IT Act) would be exempt from tax to the extent such capital gains are invested in long term specified assets within six months from the date of such transfer in the bonds issued by: a. National Highway Authority of India constituted under Section 3 of The National Highway Authority of India Act, 1988: b. Rural Electrification Corporation Limited, the company formed and registered under the Companies Act, 1956; If only part of the capital gain is so reinvested, exemption available shall be in the same proportion as the cost of long term specified assets bears to the whole of the capital gain. However, in case the long term specified asset is transferred or converted into money within three years from the date of its acquisition, the amount so exempted shall be chargeable to tax during the year such transfer or conversion into money takes place. The investment in the Long Term Specified Asset made by the Shareholder on or after April 1, 2007 during the FY should not exceed `50 Lac. The cost of the long term specified assets, which has been considered under this Section for calculating capital gain, shall not be allowed as a deduction from the income tax under Section 80C for any assessment year beginning on or after 1 April, 2006. 6. As per the provisions of Section 54F of the IT Act and subject to the conditions specified therein, long term capital gains (which are not exempt under Section 10(38) of the IT Act) arising to an individual or a Hindu Undivided Family (“HUF”) on transfer of shares of the Company will be exempt from capital gains tax if the sale proceeds from transfer of such shares are used for purchase of residential house property within a period of one year before or two years after the date on which the transfer took place or for construction of residential house property within a period of three years after the date of such transfer. 7. As per section 70, short-term capital loss suffered during the year is allowed to be set-off against short term as well as long-term capital gains of the said year. Balance loss, if any, could be carried forward under section 74 for eight years for claiming set-off against subsequent years‟ long-term/short term capital gains. Long-term capital loss suffered during the year is allowed to be set-off against long-term capital gains. Balance loss, if any, could be carried forward for eight years for claiming set-off against subsequent years‟ long-term capital gains. 8. Where the resident shareholder is a corporate assessee, then, to the extent its business consists of purchase and sale of shares of other companies, the provisions of Explanation to Section 73 may be attracted. In other words, the losses arising on the purchase and sale of such shares shall be allowed to be set off only against the profits arising on the sale of such shares. The unabsorbed losses, if any, shall be allowed to be carried forward for a period not exceeding four assessment years immediately succeeding the assessment year in which the loss is first computed and set off against the profits arising from the sale of such shares. 9. As per the provisions of Section 111A of the IT Act, short-term capital gains from the sale of an equity share of the Company would be taxable at a rate of 15 % (plus applicable surcharge and education cess) where such transaction of sale is entered on a recognized stock exchange in India and is liable to securities transaction tax. Short Term Capital Gains arising from transfer of Shares in a Company, other than those covered by Section 111A of the IT Act, would be subject to tax as calculated under the normal provisions of the IT Act. V. GENERAL TAX BENEFITS AVAILABLE TO NON-RESIDENTS/ NON-RESIDENT INDIAN SHAREHOLDERS (OTHER THAN MUTUAL FUNDS, FIIs AND FOREIGN VENTURE CAPITAL INVESTORS)

68

1. As per the provisions of Section 10(34) of the IT Act, any income by way of dividends referred to in Section 115-O (i.e. dividends declared, distributed or paid on or after 1 April, 2003) received on the shares of any company is exempted from tax and is not subject to any deduction of tax at source. As per provisions of Section 14A of the IT Act, expenditure incurred to earn an exempt income is not allowed as deduction while determining taxable income. 2. As per the provisions of Section 10(38) of the IT Act, long-term capital gains arising on transfer of equity shares in the Company would be exempt from tax provided the transaction is chargeable to securities transaction tax. As per provisions of Section 14A of the IT Act, expenditure incurred to earn an exempt income is not allowed as deduction while determining taxable income. 3. As per provisions of Section 36(1)(xv) of the IT Act, securities transaction tax paid in respect of the taxable securities transactions entered into in the course of the business is allowed as a deduction if the income arising from such taxable securities transactions is included in the income computed under the head „Profit and gains of business

or profession‟. Where such deduction is claimed, no further deduction in respect of the said amount is allowed while determining the income chargeable to tax as capital gains. 4. Under Section 111A of the IT Act, short-term capital gains arising from the sale of an equity share, being a short term capital asset in the company, would be taxable at a concessional rate of 15 % (plus applicable surcharge and education cess) where such transaction is liable to securities transaction tax. Short Term Capital Gains arising from transfer of shares in the company, other than those covered by Section 111A of the IT Act, would be subject to tax as calculated under the normal provisions of the IT Act. 5. In terms of the first proviso to Section 48 of the IT Act, in case of a non-resident, while computing the capital gains arising from transfer of shares in or debentures of the company acquired in convertible foreign exchange (as per exchange control regulations), protection is provided from fluctuations in the value of rupee in terms of foreign currency in which the original investment was made. Cost indexation benefits will not be available in such a case. The capital gains/loss in such a case is computed by converting the cost of acquisition, sales consideration and expenditure incurred wholly and exclusively in connection with such transfer into same foreign currency which was utilized in the purchase of shares. 6. As per the provisions of Section 54EC of the IT Act and subject to the conditions and to the extent specified therein, long-term capital gains (which are not exempt under Section 10(38) of the IT Act) would not be chargeable to tax to the extent such capital gains are invested in long term specified assets within six months from the date of transfer and held for a period of three years, from the date of acquisition, in bonds issued by: a. National Highway Authority of India constituted under Section 3 of the National Highway Authority of India Act, 1988; b. Rural Electrification Corporation Limited, the company formed and registered under the Companies Act, 1956; If only part of the capital gain is so reinvested, exemption available shall be in the same proportion as the cost of long term specified assets bears to the whole of the capital gain. However, in case the long term specified asset is transferred or converted into money within three years from the date of its acquisition, the amount so exempted shall be chargeable to tax during the year such transfer or conversion into money takes place. The investment in the Long Term Specified Asset made by the Shareholder on or after April 1, 2007 during the FY should not exceed `50 Lac. Provided further that the investment in the long-term specified asset during the financial year in which the original asset or assets are transferred and in the subsequent financial year should not exceed fifty lakh rupees.

69

The cost of long term specified assets, which has been considered under this Section for calculating capital gain, shall not be allowed as a deduction from the income tax under Section 80C for any assessment year beginning on or after 1 April, 2006. 7. As per the provisions of Section 54F of the IT Act and subject to the conditions specified therein, long term capital gains (which are not exempt under Section 10(38) of the IT Act) arising to an individual on transfer of shares of the Company will be exempt from capital gains tax if the sale proceeds from such shares are used for purchase of residential house property within a period of one year before or two years after the date on which the transfer took place or for construction of residential house property within a period of three years after the date of such transfer. 8. As per Section 90(2) of the IT Act, provisions of the Double Taxation Avoidance Agreement between India and the country of residence of the Non-Resident/ Non-Resident Indian would prevail over the provisions of the IT Act to the extent they are more beneficial to the Non-Resident/ Non-Resident Indian subject to Tax Residency Certificate being furnished as per prescribed format. 9. As per provisions of Section 115E of the IT Act, Long Term Capital Gain arising to a Non-Resident Indian from transfer of specified foreign exchange assets is taxable at the rate of 10% (plus applicable surcharge and cess). Further, income from investments and Long term capital gain from assets (other than specified foreign exchange assets) arising to a Non-Resident Indian is taxable at the rate of 20% (plus applicable surcharge and cess. No deduction is allowed from such income in respect of any expenditure or allowance or deductions under Chapter VI-A of the IT Act. Further the benefit of first proviso to section 48 shall not be available. 10. As per provisions of Section 115F of the IT Act, Long term capital gain arising to a Non-Resident Indian on transfer of a foreign exchange asset is exempt from tax if the net consideration from such transfer is invested in the specified assets or savings certificates within six months from the date of such transfer, subject to the extent and conditions specified in that section. 11. As per provisions of Section 115G of the IT Act, where the total income of a Non-Resident Indian consists only of investment income / Long term capital gain from such foreign exchange asset / specified asset and tax thereon has been deducted at source in accordance with the Act, the Non-Resident Indian is not required to file a return of income. 12. As per provisions of Section 115H of the IT Act, where a person who is a Non-Resident Indian in any previous year, becomes assessable as a resident in India in respect of the total income of any subsequent year, he / she may furnish a declaration in writing to the assessing officer, along with his / her return of income under Section 139 of the IT Act for the assessment year in which he / she is first assessable as a resident, to the effect that the provisions of the Chapter XII-A (Special provisions relating to certain incomes of non-residents) shall continue to apply to him / her in relation to investment income derived from the specified assets for that year and subsequent years until such assets are transferred or converted into money. 13. As per provisions of Section 115-I of the IT Act, a Non-Resident Indian can opt not to be governed by the provisions of Chapter XII-A (Special provisions relating to certain incomes of non-residents) for any assessment year by furnishing return of income for that assessment year under Section 139 of the IT Act, declaring therein that the provisions of the chapter shall not apply for that assessment year. In such a situation, the other provisions of the IT Act shall be applicable while determining the taxable income and tax liability arising thereon. VI. GENERAL TAX BENEFITS AVAILABLE TO MUTUAL FUNDS As per Section 10(23D) of the IT Act, any income of Mutual Funds registered under the Securities and Exchange Board of India Act, 1992 or Regulations made thereunder, Mutual Funds set up by public sector banks or public financial institutions and Mutual Funds authorised by the Reserve Bank of India will be exempt from income tax, subject to such conditions as the Central Government may, by notification in the Official Gazette, specify in this behalf.

70

VII. GENERAL TAX BENEFITS AVAILABLE TO FOREIGN INSTITUTIONAL INVESTORS („FIIs‟) 1. As per the provisions of Section 10(34) of the IT Act, dividend income (referred to in Section 115-0 of the IT Act) would be exempt from tax in the hands of the shareholders of the Company and are not subjected to deduction of tax at source. As per provisions of Section 14A of the IT Act, expenditure incurred to earn an exempt income is not allowed as deduction while determining taxable income. 2. As per the provisions of Section 10(38) of the IT Act, long term capital gains arising on transfer of equity shares of the Company would be exempt from tax where the sale transaction has been entered into on a recognized stock exchange of India and is liable to securities transaction tax. As per provisions of Section 14A of the IT Act, expenditure incurred to earn an exempt income is not allowed as deduction while determining taxable income. 3. As per provisions of Section 36(1)(xv) of the IT Act, securities transaction tax paid in respect of the taxable securities transactions entered into in the course of the business is allowed as a deduction if the income arising from such taxable securities transactions is included in the income computed under the head „Profit and gains of business or profession‟. Where such deduction is claimed, no further deduction in respect of the said amount is allowed while determining the income chargeable to tax as capital gains. 4. As per the provisions of Section 54EC of the IT Act and subject to the conditions and to the extent specified therein, long-term capital gains (which are not exempt under Section 10(38) of the IT Act) would not be chargeable to tax to the extent such capital gains are invested in long term specified assets within six months from the date of transfer and held for a period of three years, from the date of acquisition, in bonds issued by: a. National Highway Authority of India constituted under Section 3 of The National Highway Authority of India Act, 1988; b. Rural Electrification Corporation Limited, the company formed and registered under the Companies Act,1956; If only part of the capital gain is so reinvested, exemption available shall be in the same proportion as the cost of long term specified assets bears to the whole of the capital gain. However, in case the long term specified asset is transferred or converted into money within three years from the date of its acquisition, the amount so exempted shall be chargeable to tax during the year such transfer or conversion into money takes place. The investment in the Long Term Specified Asset made by the Shareholder on or after April 1, 2007 during the FY should not exceed `50 Lac. Provided further that the investment in the long-term specified asset during the financial year in which the original asset or assets are transferred and in the subsequent financial year should not exceed fifty lakh rupees. 5. Where the Foreign Institutional Investor is a corporate assessee, to the extent its business consists of purchase and sale of shares of other companies, provisions of Explanation to Section 73 may be attracted. In other words, the losses arising on the purchase and sale of such shares shall be allowed to be set off only against the profits arising on the sale of such shares. The unabsorbed losses, if any, shall be allowed to be carried forward for a period not exceeding four assessment years immediately succeeding the assessment year in which the loss is first computed and set off against the profits arising from the sale of such shares. 6. As per Section 90(2) of the IT Act, provisions of the Double Taxation Avoidance Agreement between India and the country of residence of the FII would prevail over the provisions of the IT Act to the extent they are more beneficial to the FII subject to furnishing of Tax Residency Certificate and Form No. 10F as applicable.

71

7. Under the provisions of Section 111A of the IT Act, short-term capital gains arising from transfer of equity share in the Company would be taxable at a concessional rate of 15 % (plus applicable surcharge and education cess) where such transaction which has been subjected to securities transaction tax. 8. As per the provisions of Section 115AD of the IT Act, income (other than income by way of dividends referred to in Section 115-O of the IT Act) of FIIs arising from securities (other than the units purchased in foreign currency referred to Section 115AB of the IT Act) would be taxed at concessional rates, as follows: Nature of income Rate of tax (%) Income in respect of securities 20 Interest referred to in section 194LD 5 Long term capital gains 10 Short term capital gains (Other than short term capital gain referred to in Section 111A) 30 The above tax rates would be increased by the applicable surcharge and education cess. The benefits of indexation and foreign currency fluctuation protection as provided under Section 48 of the IT Act are not available. GENERAL TAX BENEFITS AVAILABLE TO VENTURE CAPITAL COMPANIES / FUNDS 1. As per Section 10(23FB) of the IT Act, any income of a Venture Capital Company or Venture Capital Fund from investment in a Venture capital undertaking would be exempted from income tax subject to the fulfillment of conditions specified. 2. Under Section 90(2) of the IT Act, provisions of the Double Taxation Avoidance Agreement (DTAA) between India and the country of residence of the Fund/company (if non- resident) would prevail over the provisions of the IT Act to the extent the DTAA is more beneficial to the non-resident. NEW AMENDMENTS UNDER THE IT ACT The Government of India has recently made amendments in the existing income tax laws to incorporate provisions relating to General Anti-Avoidance Rules (GAAR). GAAR would be effective from assessment year commencing on 1st April 2018 or thereafter. UNDER THE WEALTH TAX ACT, 1957 Assets as defined under Section 2(ea) of the Wealth tax Act, 1957 does not include shares in companies and hence, shares of the Company held by the shareholders would not be liable to wealth tax. Further the provisions of wealth tax has been abolished by Finance Act, 2015. UNDER THE GIFT- TAX ACT Gift tax is not leviable in respect of gifts made on or after 1st October, 1998. Notes: a. The above statement of Possible Direct Tax Benefits sets out the provisions of law in a summary manner only and is not a complete analysis or listing of all potential tax consequences of the purchase, ownership and disposal of equity shares. b. The above statement of Possible Direct Tax Benefits sets out the possible tax benefits available to the Company and its shareholders 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. c. Legislation, its judicial interpretations and the policies of the regulatory authorities are subject to change from time to time, and these may have a bearing on the above. Accordingly, any change or amendment in the law or relevant regulations would necessitate a review of the above. Unless specifically requested, we have no

72

responsibility to carry out any review of our comments for changes in laws or regulations occurring after the date of issue of this note. d. This statement is only intended to provide general information to the investors and is neither designed nor intended to be a substitute for professional tax advice. In view of the individual nature of the tax consequences, the changing tax laws, each investor is advised to consult his or her own tax consultant with respect to the specific tax implications arising out of their participation in the issue. e. 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 Agreement, if any, between India and the country in which the non-resident has fiscal domicile. The statement of possible tax benefits enumerated above is as per the Income Tax Act, 1961 as amended by the Finance Act 2015. This note has been prepared solely in connection with the proposed listing of Equity shares by the Company under the Securities and Exchange Board of India (“SEBI”) (Issue of Capital and Disclosure Requirements) Regulations,

2009, as amended (the Offering). For Ms. G. K. Choksi & Co., Chartered Accountants Firm Registration No.:101895W Rohit K Choksi Partner Membership No: 31103 Place: Ahmedabad Date: June 3, 2015

73

INDUSTRY India, the world's largest democracy having a population of an estimated 1,236 million, as of July 2014, had an estimated GDP on a purchasing power parity basis of approximately U.S.$4.99 trillion in 2013. This makes it the fourth largest economy by GDP in the world after the U.S., European Union and China. (Source – CIA World Factbook) The Twelfth Five Year Plan lays special emphasis on development of the infrastructure sector, as the availability of quality infrastructure is important not only for sustaining high growth but also ensuring that the growth is inclusive. The total investment in the infrastructure sector during the Twelfth Five Year Plan, estimated at ₹ 56.3 lakh crore (approx. US$1trillion), will be nearly double that made during the Eleventh Five Year Plan. (Source – Economic Survey - http://indiabudget.nic.in/es2012-13/echap-11.pdf) The housing shortage in rural India is estimated at 47.4 Million units, in 2012. Present levels of urban infrastructure are inadequate to meet the demands of the existing urban population. There is need for re-generation of urban areas in existing cities and the creation of new, inclusive smart cities to meet the demands of increasing population and migration from rural to urban areas. Future cities of India will require smart real estate and urban infrastructure. (Source: Make in India website, Government of India) The Government of India is in the process of launching a new urban development mission. This will help develop 500 cities, which include cities with a population of more than 100,000 and some cities of religious and tourist importance. These cities will be supported and encouraged to harness private capital and expertise through PPPs, to holster their infrastructure and services in the next 10 years. 100% FDI through the automatic route is permitted in townships, housing, built-up infrastructure and construction-development projects (including, but not restricted to housing, commercial premises, hotels, resorts, hospitals, educational institutions, recreational facilities, city and regional level infrastructure). (Source: Make in India website, Government of India) The International Monetary Fund (IMF), in the World Economic Outlook (October 2014), has noted that increases in public infrastructure investment, if efficiently implemented, affects the economy in two ways. In the short run it boosts aggregate demand and crowds in private investment due to the complementary nature of infrastructure services. In the long run, a supply side effect also kicks in as the infrastructure built feeds into the productive capacity of the economy. Econometric exercises reported by the IMF confirm that public investment increases can have positive effects on output. The medium term public investment multiplier for developing economies is estimated to be between 0.5 and 0.9 - a little lower than that estimated for advanced economies. However, the magnitudes depend on the efficiency of implementation. (Source: Economic Survey Report 2014-2015 by Ministry of Finance, Department of Economic Affairs< Economic Division, February 2015. (http://indiabudget.nic.in/es2014-15/echapter-vol1.pdf) Summary of the Facts: USD 1,000 Billion investments for infrastructure sector projected in 12th five year plan (2012-17). USD 650 Billion investments in urban infrastructure estimated over next 20 years. 100% FDI permitted through the automatic route for townships, cities. 10% of India‟s GDP is based on construction activity.

Reasons to Invest in Construction Sector: An investment of USD 1,000 Billion has been projected for the infrastructure sector until 2017, 40% of which is

to be funded by the private sector. 45% of infrastructure investment will be funneled into construction activity and 20% set to modernise the construction industry.

The Indian government has undertaken a number of measures to ease access to funding for the sector. Construction activities contribute more than 10% of India‟s GDP. The construction industry in India has seen sustained demand from the industrial and real estate sector. Housing for seniors has seen increased interest levels from corporates, the hospitality and healthcare industries

over the last few years.

http://indiabudget.nic.in/es2012-13/echap-11.pdf

http://indiabudget.nic.in/es2014-15/echapter-vol1.pdf

74

(Source: Make in India website, Government of India)

75

SECTION V- ABOUT THE COMPANY

OUR BUSINESS

Some of the information contained in the following discussion, including information with respect to our plans and strategies, contain forward-looking statements that involve risks and uncertainties. You should read the section “Risk Factors” for a discussion of certain factors that may affect our business, financial condition or results of operations. Our financial year ends on March 31 of each year, so all references to a particular FY are to the twelve months ended March 31 of that year. OVERVIEW We are a real estate development company primarily focused on the development of residential projects. Currently, our projects are located in Ahmedabad and Bengaluru which are at different stages of development, focusing on residential projects that include integrated townships. Our residential projects comprise of villas, apartments and plots targeted towards middle income and high income customers. Our existing integrated townships comprise of executive golf course with villas, apartments, retail, commercial and recreational areas. We also undertake commercial and industrial projects on a selective basis. Our commercial and industrial projects include shops, offices and industrial plots and industrial sheds. We follow a knowledge-based approach from internal and external sources for execution of our projects. We undertake our projects through our in-house team of professionals and by partnering with domestic and international companies for various operations like architecture, golf designing and development, project execution, detailed engineering and marketing activities. We have a dedicated team of customer relationship management (CRM), marketing and sales who regularly interact with our customers and channel partners to enable an educated, user-friendly purchasing experience for the customers. We strategically use the “joint development model” for developing projects, which entails entering into a development agreement with the owner(s) of the land parcel(s) sought to be developed. The development agreement generally states that the land owner(s) is entitled, as compensation, to a share in the developed property or a share of the revenues or profits generated from the sale of the developed property, or a combination thereof. Additionally, we also develop some of our projects through joint ventures with third parties. Selectively, we also acquire land for development of our projects. As on date, our project portfolio comprises of twelve (12) projects out of which four (4) are completed comprising of approximately 2 million sq.ft. (“Completed Projects”), six (6) are ongoing comprising of approximately 14.27

million sq.ft. (“Ongoing Projects”) and two (2) are upcoming comprising of approximately 1.37 million sq.ft.

(“Upcoming Projects”). The location and the estimated Saleable Area of our Completed, Ongoing and Upcoming Projects as of on date is summarised in the table below:


Land Construction



Ahmedabad 4.79 1.84

Beyond Five Residential township with villas, plots and executive golf course Ahmedabad 6.67 0.11 Expansia Villas and apartments Bengaluru - 0.14 Sporcia Apartments Bengaluru - 0.49 Citadel Apartments Ahmedabad - 0.11

76


Land Construction

Megaestate Industrial sheds Ahmedabad 0.01 0.10 Upcoming Projects Megapark Industrial Sheds and Industrial plots Ahmedabad 0.68 0.14 E-city Apartments Bengaluru - 0.55 Our Company has won the “Emerging Developer of the Year - Residential” award and one of our projects, Uplands

won “Luxury Projects of the Year” award by Realty Plus Excellence Awards (Gujarat) 2015. For the year ended March 31, 2013, 2014 and 2015, the Company‟s total revenue amounted to `2,615.66 Lacs, `4,365.20 Lacs and `6,155.48 Lacs respectively. For the year ended March 31, 2013, 2014 and 2015, the Company‟s total profit after tax amounted to `324.03 Lacs, `928.47 Lacs and `1,098.42 Lacs respectively. COMPETITIVE STRENGTHS Established brand name We are a part of the Lalbhai group of companies. We believe the “Arvind” brand is instantly recognisable amongst

the populace in India due to its long presence in the Indian market, the diversified businesses in which the Lalbhai group operates and the trust we believe it has developed over eight decades. Our Company has won the “Emerging

Developer of the Year – Residential” award and one of our projects, Uplands won “Luxury Projects of the Year”

award by Realty Plus Excellence Awards (Gujarat) 2015. We believe our established and recognisable brand is a differentiating factor for our customers, which helps establish customer confidence, influences buying decisions and has enabled us to achieve premium prices for our projects. Strong presence in Ahmedabad and Bangalore We believe that we have good knowledge of the market and regulatory environment in areas in and around Ahmedabad that assists us in identifying opportunities for existing and upcoming locations in and around Ahmedabad. Most of our Completed, Ongoing and Upcoming Projects are located in Ahmedabad, which we believe is an attractive real estate market in terms of returns on investment, product positioning and depth of demand for real estate developments across segments and price points. Ahmedabad‟s real estate market has witnessed a rapid

development as compared to other cities of India mostly driven by the high rate of industrial growth. Certain areas near Ahmedabad are expected to be developed as smart cities. With relatively low costs compared with other large cities in India coupled with the proactive development approach of the government and local authorities, Ahmedabad is poised to grow at a faster pace, providing ample opportunities in the real estate sector in near future. Further, in Bengalure, our Company has witnessed a strong brand recall which is reflected in our sales. Besides, the Lalbhai group is already having a strong presence in Bengaluru for its textile, garment business. We believe that we have attained good knowledge of the market and regulatory environment in Bengaluru. Asset light model through joint development agreements Our experience in land assessment, negotiations with land owners and obtaining requisite approvals helps us in securing land parcels in potential high growth areas. In this regard, we have a team of skilled researchers who focus on identification of geographical areas which have the potential to deliver significant appreciation in value. Thereafter, our team carries out the requisite land related searches which helps us to identify available land parcels and then negotiate commercial terms with the land owners. We believe our experience in securing joint development agreements with land owners helps us create a healthy project pipeline. We believe that our ability to secure such land parcels helps us to keep our balance sheet out of leverage pressure and enhancing our profitability margins. Existing project pipeline providing near term cash flow visibility

77

Our existing project pipeline provides a near term cash flow visibility. We currently have 6 Ongoing and 2 Upcoming Projects, which are expected to provide a total Saleable Area of approximately 15.64 million Sq.ft. We expect to complete and deliver most of these projects over the next one to five years. In addition, we follow a sale model for our residential projects. For these projects we typically receive approximately 10-20% of the purchase price as down payment at the time of booking a particular unit and the remainder through periodic payments linked to certain milestones while the project is being developed. We generally launch such projects and commence the sales process for a portion of the total number of units to be sold around the time of commencing construction. Qualified and experienced management team We believe that our qualified and experienced management and technical teams have contributed to the growth of our operations and the development of in-house processes and competencies. We undertake our projects through our in-house team of professionals and by partnering with domestic and international companies for various operations like architecture, golf designing and development, project execution, detailed engineering and marketing activities. We have a dedicated team of customer relationship management (CRM), marketing and sales who regularly interact with our customers and channel partners to enable an educated, user-friendly purchasing experience. Our technical teams brings with it extensive experience in designing, engineering, marketing and construction of projects. Our senior management team is in charge of operations, finance, sales and marketing, business development and strategic planning and has extensive experience in the industry. We believe the strength and quality of our management team have been instrumental in implementing our business strategies. We believe that the strength of our management team and their understanding of the real estate market will enable us to continue to take advantage of current and future market opportunities. OUR STRATEGY OUR STRATEGIES Asset light business model Our primary focus will remain on residential projects mainly for two reasons. Firstly, residential projects need comparatively lesser capital for construction as significant portion of construction funding is received through construction linked payments by the customers. Secondly, residential projects are less prone to ups and downs of business cycle which makes project lifecycles comparatively shorter. Further, we will continue focusing on judicious mix of capital structuring options which include joint development (JD), joint venture (JV) and outright land purchases. Our Company can leverage its brand in the market to secure valuable land parcels on JD / JV basis and now has a proven track record of successfully running large projects on similar structuring. Such JD / JV arrangements have drastically reduced initial cash investments into the projects and we intend to continue the same capital structuring approach in future.

Focused Geographical expansion We intend to continue to focus on the development of our projects in Ahmedabad and Bengaluru. We believe that Ahmedabad and Bengaluru are an attractive real estate market in terms of returns on investment, product positioning and depth of demand for real estate developments across segments and price points. Both these markets have significant untapped depth which can further propel our near and medium term growth. With relatively low costs compared with other large cities in India coupled with the proactive development approach of the government and local authorities, Ahmedabad is poised to grow at a faster pace, providing ample opportunities in the real estate sector in near future. Bengaluru continues to witness a steady stream of new product launches that were complemented by healthy take-up from end-users as well as investors alike. The Bengaluru market has witnessed an increased investor Interest that is attributable to the strong demand from the city‟s IT

workforce, resulting in an increased off-take of residential units. Although we are strategically expanding in Ahmedabad and Bengaluru, we are also exploring development opportunities in other growing cities such as Pune, Jaipur and Surat. We believe that these cities have the potential to

78

grow at a rapid pace and we intend to develop properties in such cities to take advantage of such potential. We actively seek to identify land in fast growing cities and suburbs which attract increasing economic activities. We believe that the economic growth in these cities will result in increased demand for residential housing. With a focused approach, we intend to gradually expand our projects in other cities which have the potential for growth. However, we are taking a cautious approach towards expanding in newer geographies to ensure that enough local knowledge and critical mass of business is achieved in each of the new geographies we expand in. Diverse range of price segments with judicious mix of long and medium term projects We intend to focus on the development of residential projects across a diverse range of price segments. Our primary focus will be on the mid, high and luxury segments of residential products. We believe that these three segments have enough depth to achieve our target growth. Further, we intend to have a judicious mix of long and medium term projects. Long term projects typically have lower FSI utilization and are comparatively more horizontal products. They create long term value because of size and location of the land. Such projects are undertaken in the well-connected upcoming satellite areas of the cities. Medium term projects are undertaken in areas which are already developed and such projects will have comparatively shorter lead times and lifecycles. Such mix of projects will give stability to the business. Lean and efficient organization We intend to increase the scale of our operations while ensuring that we carry on our operations in a cost effective manner. Selective outsourcing enables us to undertake more developments while providing us with cost efficiencies. We intend to continue to outsource our construction activities in order to enable us to devote more time and effort to other aspects of our development activities and to better utilise our manpower and value engineering. We believe selective outsourcing activities enable us to reduce our operation costs and capital expenditures. While we maintain a lean organization by having in-house expertise in core and critical functions, we partner with world class service providers including architects, designers, town planners, engineering services, marketing and branding etc. to ensure that the end product is always designed, planned and executed on the :Best in Class” basis. Product innovation We believe that we have developed a reputation for consistently developing projects known for innovation, high quality, uniqueness, reliability and convenience for our customers. We intend to continue to focus on product innovation in order to maximize customer satisfaction. We also intend to continue to use technologically advanced tools and processes without compromising on reliability or quality of our constructions. We also intend to continue to enhance our architectural, design, construction and development capabilities to enable us to provide innovative, modern and quality products and services to our customers. We already have set some very innovative theme based product concepts like “Disney® inspired living”, “Elements of Smaaash” in our recreational clubs, “Sports centric

developments”, Japanese “Zen” based meditation centers etc. OUR OPERATIONS We commenced our journey in real estate with two projects Alcove and Parishkaar, a joint venture with BSafal group in 2009-10. Alcove a plotted development in the vicinity of Ahmedabad was an immediate success and the joint venture with BSafal on our land parcel acted as a knowledge platform. Bsafal is one of the most trusted and established real estate company in Ahmedabad. BSafal‟s in-depth understanding of real estate development, quality of execution, well planned construction gave us real insights into the business and helped us in exploring our potentials in different real estate business functions such as sales / marketing, CRM and Construction Management. Thereafter, we entered into a joint venture with Tata Housing Development Company on our land for development of affordable housing in Ahmedabad. The project was well received in Ahmedabad and is successful. Our know-how of business were further strengthened with the execution of this project with TATAs. Today, our presence in real estate market is thoughtful with a reputed brand name. We are considered an established real estate player with its methodological process driven approach, strong management team and project mix. We

79

take definite and poised steps in evaluating new project opportunities and are able to strategically secure land parcels using joint developments on our own. We currently have a judicious mix of projects across the price-segments with in-house capability to plan, design, execute and competitively sell the projects. Our projects may be broadly classified into “completed projects”, which are projects for which building use

permission (BUA/occupation certificate (OC) has been received and/or possession has been handed over (“Completed Project”), “ongoing projects”, which are projects for which all or certain initial approvals have been

granted by the relevant authority (“Ongoing Projects”), and “upcoming projects”, which are projects for which (i)

land has been acquired or an agreement for development has been executed; (ii) conversion from agricultural land has been completed, if necessary, or an application for change in status to nonagricultural/commercial/residential use has been submitted, or is in the process of being submitted to the relevant authority; and (iii) internal project development plans are complete (“Upcoming Projects”). (i) Completed Projects As on date, we had completed four (4) projects comprising of 2 million sq.ft. (“Completed Projects”). The type of project, year of completion, the entity through which such projects were developed and our economic interest are as set forth below:

Project Products Year of completion Developer Economic Interest

Alcove Plots 2011 Company 100%

Parishkar Apartments 2014 Arvind B safal Homes LLP 41%

Megatrade Commercial and retail spaces 2014 Company 100%

Tradequare Commercial and retail spaces 2014 Arvind B safal Homes LLP 41%

The detailed description of our Completed Projects is as follows:- Alcove Location: 28, Village Shanavad, Kalol, Gandhinagar Alcove comprises of fully developed residential plots for weekend homes including paved roads, gardens and clubhouses with modern amenities. The club house is functional with a well equipped gym, restaurant, indoor games, and swimming pool along with seven hotel suites for its customers. Alcove also provides its customers four contemporary designs of houses which can be extended from studio house to 1 BHK/ 2 BHK or 3 BHK. These designs along with complete architectural details shall be provided free of costs to the Alcove customers in case they wish to build a house as per one of them. The Alcove customers are also free to build and design houses as per their own preference. Alcove is situated on land which is converted for residential use vide Gandhinagar Zila Panchayat Order dated March 28, 2009 and Talluka Panchayat Order dated August 9, 1999. Area comprising the Alcove project has now been extended within the AUDA limits. Accordingly, any construction on the plots shall require specific plan approval from AUDA, a process that needs to be undertaken by a plot buyer. The commencement letter for Alcove from Shanavad Gram Panchayat is received vide letter dated February 21, 2009. Parishkar Location: Arvind Avenue, Khokra Circle, Maninagar East, Ahmedabad Parishkar project is developed by our Company through one of its joint ventures, Arvind Bsafal Home LLP and comprises of high rise apartments. It has 720 residential units that is spread across 5.1 acres of land in Arvind Avenue campus at Khokra. The residential units comprise of 2 BHK and 3 BHK apartments which have various amenities such as landscaped garden, play area for toddlers, gymnasium, jogging track, swimming pool etc. The project is located within 1.5 km from Kankaria lake, a one of its kind lake front development with leisure and

80

amusement activities. The building use certificate for Parishkar project is received from Ahmedabad Municipal Corporation vide letter dated August 30, 2013. Megatrade Location: Naroda Road, Ahmedabad Megatrade is a commercial complex that will take your business to the next level. Comprising of 234 exclusive shops and offices, this spacious complex is located at Naroda Road in the vicinity of the business hub of Kalupur. Its aesthetically-designed structures and ambience create an environment conducive to business and productivity. It is a low rise building offering various sizes of shops and offices along with offices having terraces over-looking main Naroda Road. The building use certificate for Megatrade project was received from Ahmedabad Municipal Corporation vide letter dated August 7, 2013. Tradesquare Location: Arvind Avenue, Khokra Circle, Maninagar East, Ahmedabad Tradesquare is developed by our Company through one of its joint ventures, Arvind Bsafal Home LLP and comprises of retail, commercial and office spaces. It has 183 commercial shops, showrooms and office units located on the main Khokra circle on a land area of 1 acre of Arvind Avenue campus at Khokra. The commercial spaces are suitable for showrooms, multiplex, banks, offices, grocery store, ice-cream parlour, beauty salon, etc. The building use certificate for Tradesquare was received from Ahmedabad Municipal Corporation vide letter dated August 30, 2013. (ii) Ongoing Projects As on date, we have six (6) ongoing projects. The type of project, expected year of completion, the entity through which such projects were developed and our economic interest are as set forth below:

Project Product Expected Year of completion Developer Economic Interest

Uplands Integrated township with executive golf course,

villas, apartments, retail, commercial and

recreational areas

2020 Ahmedabad East Infrastructure LLP

75%

Beyond Five Residential township with villas, plots and executive golf course

2019 Arvind Five Homes LLP 45%

Expansia Villas and Apartments 2015 Company 100% Sporcia Apartments 2018 Company 100% Citadel Apartments 2016 Company 100% Megaestate Industrial Sheds 2018 Ahmedabad Industrial

Infrastructure (One) LLP 100%

The detailed description of our Ongoing Projects is as follows:- Uplands Location: Nasmed & Adhana Village, Kalol, Gandhinagar Uplands is a premium golf based township consisting of 282 Villas in Phase 1. The project consists of a 9-hole executive golf course in the centre of the township.Uplands has three clubs for different purposes and age groups. The golf club houses sports facilities, cafes & restaurant, gym, banquet hall, conference facilities, spa, indoor games and hotel rooms. The Fun club is a Disney inspired kids garden having various rides and facilities for the kids. The

81

Zen club is specially designed for meditation purposes based on the concept of Japanese Zen Philosophy. There are different sizes of plot with 4, 5 and 6 BHK villas attached to them. These villas are contemporary in design by international architects – WOODS BAGOT. The in-principal township approval has been received from Ahmedabad Urban Development Authority vide letter dated August 16, 2013. Beyond Five Location: Motidevti Village, Ahmedabad Beyond Five is a premium project consisting of golf based weekend homes and plots comprising of 814 units. The project has features like a 9- hole executive golf course and a fully- equipped exclusive members club. The club has indoor as well as outdoor sports facilities, a large banquet hall and a restaurant with support facilities, spa, library, gym, meeting rooms, and kids play areas. The club will also have hotel rooms for guest to spend weekend leisure time, organize functions and celebrate during festivals. The main attraction of the club is SMAAASH. It‟s a

combination of real cricket played with virtual international players of our wish. Expansia Location: 55 Puttapa Estate, Opposite HP STSD Campus, Mahadevpura, Whitefield Road, Bengaluru Expansia comprises of 22 Villas having private front and back gardens. These are 5 BHK villas extendable upto 7 BHK. It also has three independent five storey apartment blocks consisting of 4 BHK units. There are in all 28 such 4 BHK units designed as 2 units per floor having an advantage of three sides open and the campus provides various amenities such as children‟s play area, club amenities swimming pool, library, gymnasium etc. The project is having a large central garden designed as a vehicle free area having basement parking for both villa owners as well as apartment owners. Expansia has IT offices, shopping malls, hospitals, schools etc. in its vicinity on the main Whitefield Road. The commencement letter for Expansia from Bangalore Development Authority is received vide letter dated February 16, 2012. Sporcia Location: Behind Manyata Tech-park, Rachenahalli, Bengaluru Sporcia comprises of high rise residential apartments consisting of 2 BHK, 2.5 BHK and 3 BHK units. There are 456 apartments in total with a large basement for parking. Sporcia has a dedicated club house building having various amenities such as children‟s play area, sports, amenities, restaurant, swimming pool, library, gymnasium etc. It has a large central landscaped garden where most of the apartments will be facing. The commencement letter for Sporcia from Bruhat Bengaluru Mahanagara Palika was received vide letter dated October 18, 2014. Citadel Location: Plot no. 162, Off C.G.Road, Navrangpura, Ahmedabad Located in the heart of Ahmedabad city off CG Road, Citadel is at a five minutes distance from the business centers, offices, schools, malls, supermarkets, hotels, hospitals. Citadel is a low rise project comprising of 58 units. It has predominantly 3BHK, 4BHK apartments and a couple of 2 BHK apartments with all modern facilities. The project is designed with no vehicular movement on the ground for its residents to enjoy a safe and pollution free campus. The commencement letter for Citadel from Ahmedabad Municipal Corporation was received vide letter dated April 3, 2014. Megaestate Location: Ashoka Mill Premises, Naroda Road, Ahmedabad Arvind Megaestate is a mid size mixed-used commercial development spread over 30 acres of land on the main Naroda Road which comprises of 53 units, Phase - 1. This world-class development is envisaged to be a self-

82

sufficient and integrated business zone of East Ahmedabad. Surrounded by textile mills, paper industries, jewellery units, packaging units etc. it will help small entrepreneurs to scale their business. These sheds are 16 feet in height with a full office floor above it. (iii) Upcoming Projects As on date, we have 2 Upcoming Projects. In relation to all the Upcoming Projects mentioned in the table below, the relevant agreements for development has been executed. The process of making applications for approvals for commencing construction and development have commenced or are yet to commence in relation to these projects.

Project Product Megapark Industrial sheds and Industrial Plots E-city Apartments

OUR CORPORATE STRUCTURE

The following diagram illustrates our corporate structure:

OUR DEVELOPMENT MODEL We typically develop our projects (1) through joint development agreements with land-owners, in terms of which we acquire the development rights to the underlying land; (2) through joint ventures with third parties, with whom we establish SPVs for the purposes of developing projects through such joint venture SPVs; or (3) Selectively, through acquiring land for development of the projects. Our joint development agreements In terms of each joint development agreement we conclude with land-owners, the land-owner contributes the underlying land, and we, as the project developers, either directly through our Company, Subsidiaries or an SPV are responsible for the cost and execution of the development of the project on the land contributed by the land-owner, as well as the marketing, branding and sale of the project upon launch or completion. The joint development agreement also typically sets out the economic interest of each of the land-owner and developer, which is expressed as a percentage of the sales revenue from the project. percentage of revenue or profit share to each of land owner and developer depends on numerous parameters such as land location and area, floor space index, product mix and its cost, market prices and project duration. We have have entered into joint

83

development agreement for our Upcoming Projects, Uplands and Beyond Five. In a joint development agreement we retain designing, planning & developing, marketing, branding and selling rights of the project with us. Our joint venture agreements Each party's economic interest, or share in the joint venture, is based on a number of parameters which vary depending on the project being developed, but which typically include factors such as the size of the land being developed, its location and the total achievable floor space index for the project. When developing a project through a joint venture, we typically enter into a joint venture agreement with a partner for development of our projects. In terms of each joint venture agreement we conclude with a partner, an SPV is incorporated in which each party to the joint venture invests a stipulated amount of equity capital. The equity investment constitutes each party's economic interest in the project, and which translates to a percentage of the total area to be developed in respect of which each party is entitled to the sale proceeds which are distributed to the joint venture partners in the form of a profit or dividend distribution. Accordingly, our economic interest in a given project developed pursuant to a joint venture represents the percentage of sale proceeds from the area to be developed, that we are entitled to receive as a distribution from the SPV company in which we are a shareholder. We also undertake projects through joint venture SPVs which may enter into joint development agreements. In such cases, our economic interest is represented by our share of the joint venture SPV's economic interest in the joint development. We had entered into joint venture agreements for our Completed Projects, Parishkar and Tradesquare. Acquisition of land Selectively, we purchase land directly from titleholders, we execute conveyance deeds in respect of such properties in order to acquire clear title to the property. We solely develop and execute the projects along with branding, marketing and sale of project. REAL ESTATE DEVELOPMENT PROCESS Identification of Potential Projects and Land One of the key factors in the real estate development sector is the ability to assess the potential of a location after evaluating its demographic trends. We rely on our experience and ability of our senior management to identify and evaluate potential locations, and conduct comprehensive market research and analysis of proposed projects to analyze absorption trends, competitive factors, market prices and product gaps. The process of land identification starts from the stage of selecting an appropriate land parcel which has growth potential. This is done by our business development team which gathers market data on possible prospects while selecting a land parcel for development which is verified with the information that we have already collated. We also obtain a title opinion of the proposed lands, and consult with local real estate marketing professionals. Thereafter, a survey is conducted at the proposed site and a preliminary feasibility report is prepared. The report is based on an analysis of specific criteria, including, among other things (a) the financial viability of the project, (b) the available or planned infrastructure surrounding the land that we have identified for our project, (c) the standard of living and disposable income of the population of the location, and (d) the growth prospects of the cities and towns in terms of trade and industry. The next step, after area identification, involves identifying the type of project to be undertaken in that particular area and deciding on the scale of the project. Typically, decisions at this stage involve examining the viability of developing residential or commercial project and its product mix on the identified project site. The final decision on the location, nature, financial feasibility and scale of each project is taken by our senior management. Evaluation of applicable laws and obtaining of requisite approvals When assessing the feasibility of a new project, it is imperative to become familiar with the legal regime governing the land on which the new project will be developed, since legal regimes vary in each location depending on

84

whether it falls under municipal limits or gram panchayat. We also evaluate the factors which affect the obtaining of the approvals required for the development and implementation of the project. The approvals which are typically required for a real estate development project include approvals for building plans, the conversion of agricultural lands to non-agricultural lands (where applicable), the approval of lay-outs and approvals relating to certain infrastructure facilities such as power and water. Similarly, approvals from various government authorities, including from the relevant environmental authorities, airport authorities and fire authorities are required for buildings above a certain stipulated height. Building completion certificates are obtained in accordance with applicable law from the appropriate authorities after the projects have been completed. Acquisition of land or purchase of development rights We follow both approaches to developing projects in our business depending on feasibility of the proposed project in both the scenarios. In case of joint developments, we acquire the right to develop properties through collaboration with other entities that hold title to the land. Typically, we negotiate an agreement with the other party pursuant to which we conceive, develop and market the project. The titleholder is typically given the option, as consideration for granting the development rights, to share in a portion of the sale proceeds. When we purchase land directly from titleholders, we execute conveyance deeds in respect of such properties in order to acquire clear title to the property. Project Development The design and planning of our projects is conducted by reputable external architects (international as well as domestic) and structural consultants engaged by us in collaboration with our in-house planning department. The majority of external architects and structural consultants are engaged for a specific project and are people whom we deem to be best suited for projects of similar nature. The external architect & consultants provides the master planning, various drawings, layouts, structural designs etc. of the project; however, estimates of the requirements for manpower, materials and machinery are always provided by our in-house planning department. Once the design and the estimates for the project have been finalized, we set up a project team under the supervision of a senior engineer which is dedicated to that particular project, and a project coordinator who is responsible for centralized coordination and reports to our senior management. The purchase of materials is centralized and is based on the estimates given by the planning department or the architect, as the case may be. We are not dependent on any single contractor, builder or supplier for our construction activities. The orders are placed by us on the basis of arms-length negotiations and we conduct tender and bidding processes accordingly. We seek to ensure that raw materials and other goods and services sourced from third party vendors are delivered in a timely and cost effective manner, that payment is made to suppliers promptly, and that any scrap or waste from project sites is effectively disposed of. We have a dedicated Commercial & Controls department which regularly circulates reports to our senior management and provides feedback / confirms deadlines / adheres to stricter quality or control measures with the concerned department. We have developed a system of internal reporting in order to monitor the status and progress of all the projects being developed by us on a regular basis. The system helps us to reduce time and cost overruns. We deploy representatives of our head office at the sites of our projects to deal with issues related to manpower planning, including the welfare of the workers, as well as security and administration of the site. These representatives travel from site to site in order to oversee such issues. As we do not employ site labor, we insist on our contractors ensuring compliance with relevant regulatory and statutory obligations in relation to their labor force. Pricing The prices of our properties are determined principally by market forces of supply and demand. We price our properties by reference to market rates for similar types of properties in their locality. The sale prices of our properties will therefore depend on the location, number, square footage and mix of properties we sell during each

85

fiscal period, and on prevailing market supply and demand conditions. Supply and demand conditions in the real estate market in the areas in which we operate, and hence the prices we may charge for our properties, are affected by various factors outside our control, including prevailing local economic, income and demographic conditions, interest rates available to purchasers requiring financing, the availability of comparable properties completed or under development, changes in governmental policies relating to zoning and land use, changes in applicable regulatory schemes, and competition from other real estate development firms. In light of the above market forces, we price our projects for sale by taking the following factors into account: (1) Cost of the land and final estimated construction costs; (2) a premium, depending on the location of the project (e.g.: we typically include a higher premium where a project is situated in a suburban area or a central business district) and by reference to our targeted internal rates of return; (3) the prevailing market for similar developments in that segment; and (4) the maximum premium on a project which we believe to be achievable in the segment of the particular project. We ordinarily conduct this pricing exercise prior to pre-launch marketing of a project, and review the prices reached by considering the above factors on a periodic basis. Marketing and Sales Our sales and distribution efforts are conducted through two main channels: direct sales through our sales executives and indirect sales through channel partner network. For our residential projects, we typically follow a pre-sale model, whereby we offer units for sale prior to completion. Sales generally are conducted by our sales staff on the project site or office, as well as through third party channel partners /brokers. In line with industry practice in India, we access a large network of real estate agents who transact business for us and other developers and builders. Project Completion and Hand-Over Once construction has been completed, we convey the relevant title or interest in the property to the customer. We ensure that the entire consideration is paid to us prior to the transfer of title or before possession is handed over, whichever is earlier. SALES AND MARKETING

For our residential projects, we typically follow a pre-sale model, whereby we offer units for sale prior to completion. Sales generally are conducted by our sales staff on the project site, as well as through third party channel partners /brokers. We conduct our sales and marketing through our dedicated sales and marketing team, which also works closely with our CRM team. The primary responsibility of our marketing team is to generate customer enquiries on our products and to convert a potential customer to a client. We undertake direct sales efforts, either through our sales team, which comprises of 20 professionals as on date, or through our external network of accredited marketing associates. Our CRM was established in with the objective of assisting our potential customer or client. Additionally, our CRM team keeps customers informed of the progress of the respective projects, provides any other services that our customers may require after the completion of the sales process. Our CRM team interacts internally with various departments, to monitor timely completion of projects and ensure customer satisfaction. OUR COMPETITORS We face significant competition from other entities engaged in the real estate development business, many of which undertake projects similar to ours in the same regional markets in which our projects are located. We face competition from the real estate developers in the locations where our projects are being developed. Moreover, as we seek to diversify into new geographies, we face the risk that some of our competitors have a pan-India presence while our other competitors have a strong presence in certain regional markets may be better known in other markets, enjoy better relationships with local land owners gain earlier access to information regarding attractive parcels of land and are better placed to acquire such land. Our competitors include both large corporate and small real estate developers in the regions where we operate. AWARDS Our Company has won the “Emerging Developer of the Year - Residential” award and one of our projects, Uplands won “Luxury Projects of the Year” award by Realty Plus Excellence Awards (Gujarat) 2015.

86

EMPLOYEES We consider our human resources as a critical factor to our success and engage in a human resource strategy that addresses key aspects of human resource development and focuses heavily on recruiting, training and retaining our employees, as well as offering them competitive compensation. As on date we have 104 employees. In addition to a base salary and performance-linked incentives, we provide a number of benefits to our employees, such as medical expenses, healthcare, and group gratuity schemes. Our employees are also covered under specific insurance schemes. Our employee policies aim to recruit a talented and qualified work force, facilitate their integration and encourage development of their skills in order to facilitate the growth of our operations. We are also committed to providing an empowering environment that motivates and facilitates growth and rewards contribution. We also engage contract labour depending on our requirements and the number of contract labour varies from time to time based on various factors. SITE SAFETY We are committed to the safety of our workers. We maintain a safety management system that defines the guiding principles and standards for safety of its workers and site staffs at construction sites for all our project. Safety awareness training is being imparted at regular intervals to all workers and site staffs. Appropriate safety equipment is provided to all workers. The workers are made aware of the safety provisions with respect to the activity in which they are involved. A periodic inspection is conducted to ensure compliance for areas in which they operate, as well as for compliance with safety management system. Also any health and safety incidents/ accidents are investigated and corrective actions developed. INTELLECTUAL PROPERTY

Our Company has applied for the registration of its logo before the Trade Marks Registry, Ahmedabad. As on date, we have 16 trademark applications pending before the Trade Marks Registry, Ahmedabad. Further, some of the trademarks used by our projects are owned by the parent company, AL. We have entered into an assignment deed dated January 19, 2015 with AL for the use of the said trademarks by our Company. There can be no assurance that our Company would be able to register the trademarks or that third parties will not infringe on our intellectual property or misuse the said names or logos, which may adversely affect our business, prospects and reputation OUR PROPERTY Our registered office is owned by the parent company, AL. Our corporate office is situated at C.G. road, Ahmedabad which pursuant to Scheme of Demerger has now been transferred in the name of our Company. Our regional office is situated at V.S. Raju road, Bengaluru which has been taken on lease for a period of 36 months commencing from November 16, 2013 to November 15, 2016. INSURANCE We maintain insurance cover for our assets to cover all normal risks associated with operations of our business and have obtained all risks policy. We have taken money insurance policy for money in transit and money in safe which also extends to cover loss arising out of riot, strike & terrorist activity for its corporate office. We have also taken tractor policy and vehicle insurance policy and group mediclaim policies for our employees other than the contractor all risk insurance policy and workmen compensation policy among other insurance policy which are standard to our industry.

87

Although we believe that the amount of insurance currently maintained by us represents an appropriate level of coverage required to insure our business and operations, and is in accordance with industry standards in India, such insurance may not provide adequate coverage in certain circumstances and is subject to certain deductibles, exclusions and limits on coverage.

88

KEY REGULATIONS AND POLICIES The following description is a summary of certain sector specific laws and regulations in India, which are applicable to our Company. The information detailed in this section has been obtained from various statues, rules and regulations and/or local legislations that are available in the public domain. The regulations set out below may not be exhaustive, and are only intended to provide general information to the investors and are neither designed nor intended to be a substitute for professional legal advice. The statements below are based on the current provisions of Indian law, which are subject to change or modification by subsequent legislative, regulatory, administrative or judicial decisions. Real Estate Laws in India Each state and city has its own set of laws, which govern planned development and rules for construction (such as floor area ratio or floor space index limits). The various authorities that govern building activities in states are the town and country planning department, municipal corporations and urban development departments where projects are undertaken on lands that form part of the approved layout plans and/or fall within municipal limits of a town, generally the building plans of the projects have to be approved from concerned municipal or developmental authority. Building plans are required to be approved for each building within the project area. Clearances with respect to other aspects of development such as fire, civil aviation and pollution control are required from appropriate authorities, depending on the nature, size and height of the projects. Land can be classified into various categories such as residential, commercial or agricultural and the land classified under a specific category is permitted to be used only for such specified purpose. If an agricultural land is required to be used for any other purpose except agriculture, the classification of the land is required to be converted into residential, commercial or industrial purpose, by making an application to the relevant municipal or town and country planning authorities. The acquisition of agricultural land is regulated by state land reform laws, which prescribe limits up to which an entity may acquire agricultural land, unless provided otherwise. Any transfer of land which results in the aggregate land holdings of the acquirer in the state to exceed this ceiling is void, and the surplus land is vested in the State Government free of all encumbrances. While granting license for the development of townships, the authorities generally levy proportional development charges for the provision of services such as laying down of main lines, water supply etc. Such licenses require approvals of layout plans for development and building plans for construction activities. The following is an overview of some of the important laws and regulations, which are relevant to our business: Real Estate Regulation and Development Bill, 2013 The Real Estate Regulation and Development Bill, 2013 (the “Real Estate Bill”) was approved by the Union Cabinet and tabled before the Rajya Sabha on August 14, 2013. In April, 2015, Union Cabinet gave its approval to amendments to the Real Estate Bill pending in the Rajya Sabha, and approved amendments proposed in the Bill. The recommendations of the Standing Committee of Parliament on Urban Development and suggestions of various stakeholders (consumer organizations, industry associations, academia, experts etc.) have also been included after extensive consultations. The Real Estate Bill will require the approval of both houses of the Indian Parliament as well as the assent of the President of India, and publication in the Official Gazette prior to becoming law. The Real Estate Bill regulates the transactions between buyers and promoters of residential real estate projects and sets forth the following proposals: establish one or more real estate regulatory authority in each state or union territory for the regulation and

promotion of the real estate sector and to ensure the sale of land, apartments and buildings in an efficient and transparent manner and to protect the interest of consumers in the real estate sector;

establish an appellate tribunal to adjudicate disputes and hear appeals from the decisions or orders of the real estate regulatory authority and for matter connected therewith;

mandatory registration of certain real estate projects and agents with real estate regulatory authority;

89

imposing restrictions on accepting a sum of money greater than 10% of the cost of the property sought to be sold as advance payment or an application fee from any proposed buyer without first entering into a written agreement for sale with such buyer in the form as may be prescribed;

prohibiting real estate promoters from issuing or publishing any advertisement or prospectus or inviting any members of the public to buy or make bookings in any projects proposed to be developed or taking advances or deposits with respect to such projects without registering such project with the relevant real estate regulatory authority;

the real estate regulatory authority to maintain a website containing details of the proposed projects that have been duly registered with the relevant real estate development authority, containing specified information including the sanctions obtained, nature of the title to the property, the agreement executed for the development of the proposed project, and details of all encumbrances on the land; and

refund of any amount paid with respect to such properties, the payment of penalty and other sums of money to the proposed buyers in the event of failure to complete the project and deliver possession of the plot or building in accordance with the agreed terms.

There is no certainty on whether the Real Estate Bill will be approved in its current form or amended again or enacted at all. The Finance Bill, 2014 and the Union Budget 2014 The Ministry of Finance, Government of India had proposed in the Union Budget 2014 following proposals that may impact the real estate sector including the following: Smart Cities The Finance Minister announced a proposal to develop new “smart cities” to accommodate increasing migration from rural areas. Such “smart cities” are envisaged to consist of satellite towns of larger cities, and modernized existing midsize cities. These smart cities are proposed to provide affordable housing to the middle class. Projects which commit at least 30% of the total project cost for low cost affordable housing, will be exempted from minimum built up area and capitalisation requirements. However, investment in such projects is proposed to be locked-in for a three year period. Increase in FDI limit for real estate projects The Finance Minister proposed that the built up area and capital conditions for FDI be reduced from 50,000 square metres to 20,000 square metres and from USD 10 million to USD 5 million respectively with a three-year post completion lock in. Allocation to National Housing Bank The Finance Minister announced a proposal to allocate `80 billion for the National Housing Bank (“NHB”) to benefit rural populations that avail credit through the Rural Housing Fund. With respect to urban housing, `40 billion has been allocated to the NHB to increase the availability of cheaper credit for affordable housing to the urban poor/ economically weaker section/ low income group segment. Extension of advance ruling facility to residents Currently, an advance ruling can be obtained with respect to the tax liability arising out of transactions involving nonresidents, residents having transactions with non-residents and public sector companies as notified in the official Gazette. The Finance Minister announced a proposal to make this facility available to resident taxpayers with respect to liability above a fixed threshold. The introduction of this facility to residents is expected to assist resident companies to ascertain and quantify their tax liabilities on various transactions in advance. Disallowance of expenditure for non-withholding of tax

90

Presently, 100% of the expenditure on which tax was required to be withheld is disallowed, if tax is not withheld/deposited within the prescribed time in case of specified payments (such as interest, commission, rent, royalty, etc.) to residents. It is proposed that such disallowance would be restricted to only 30% of the expenses incurred during the relevant period. Issue of Long Term Bonds by banks to finance infrastructure and affordable housing The Finance Minister announced a proposal to permit banks to raise long term funds for lending to infrastructure sector with minimum regulatory pre-emption such as CRR, SLR and Priority Sector Lending. Pursuant to a circular dated July 15, 2014, RBI noted that apart from what is technically defined as infrastructure, affordable housing is another segment of the economy which both requires long term funding and is of critical importance, and permitted banks to issue longterm bonds with a minimum maturity of seven years to raise resources for lending to (i) long term projects in infrastructure sub-sectors, and (ii) affordable housing. SEBI (Real Estate Investment Trust) Regulations, 2014 On September 26, 2014, SEBI notified the SEBI (Real Estate Investment Trusts) Regulations 2014 (“SEBI REIT Regulations”) providing a detailed regulatory framework for establishment and operations of Real Estate Investment Trust (“REIT”) in India. The REITs shall be governed by the „trust deed‟ (registered under the Registration Act, 1908), the SEBI REIT Regulations and since REITs are in the nature of private trusts, by Indian Trusts Act, 1882. The REITs can only invest directly in real estate assets or properties, securities, transferable development rights in India or indirectly in all of the above through SPVs. Further, an REIT is required to invest in at least 2 projects and the maximum threshold limit for a single project is 60% of the value of REIT‟s assets. REITs are prohibited from investing in other REITs, vacant land, agricultural land and mortgages other than mortgage backed securities. However, this does not include any land which is contiguous and extension of an existing project being implemented in stages. Although SEBI REIT Regulations allow subscription of units by foreign investors, FDI in trusts other than venture capital funds is prohibited under the present FDI Policy. The Right to Fair Compensation and Transparency in Land Acquisition, Rehabilitation and Resettlement Act, 2013 The Right to Fair Compensation and Transparency in Land Acquisition, Rehabilitation and Resettlement Act, 2013, as amended (“2013 Land Acquisition Act”) has replaced the Land Acquisition Act, 1894 and aims at establishing a participative, informed and transparent process for land acquisition for industrialization, development of essential infrastructural facilities and urbanization. While aiming to cause least disturbance to land owners and other affected families, it contains provisions aimed at ensuring just and fair compensation to the affected families whose land has been acquired or is proposed to be acquired. It provides for rehabilitation and resettlement of such affected persons. The Transfer of Property Act, 1882 The Transfer of Property Act, 1882, as amended establishes the general principles relating to transfer of property in India. It forms a basis for identifying the categories of property that are capable of being transferred, the persons competent to transfer property, the validity of restrictions and conditions imposed on the transfer and the creation of contingent and vested interest in the property. It also provides for the rights and liabilities of the vendor and purchaser in a transaction of sale of land. The Registration Act, 1908 The Registration Act, 1908, as amended (the “Registration Act”) has been enacted with the objective of providing public notice of the execution of documents affecting, inter alia, the transfer of interest in immovable property. The purpose of the Registration Act is the conservation of evidence, assurances, title and publication of documents and prevention of fraud. It details the formalities for registering an instrument. Section 17 of the Registration Act identifies documents for which registration is compulsory to bring the transaction to effect and includes, among other things, any non-testamentary instrument which purports or operates to create, declare, assign, limit or extinguish, whether in present or in future, any right, title or interest, whether vested or contingent, in any

91

immovable property of the value of one hundred rupees or more, and a lease of immovable property for any term exceeding one year or reserving a yearly rent. The Indian Stamp Act, 1899 Under the Indian Stamp Act, 1899, as amended (the “Stamp Act”), stamp duty is payable on instruments evidencing a transfer or creation or extinguishment of any right, title or interest in immovable property. Stamp duty must be paid on all instruments specified under the Stamp Act at the rates specified in the schedules to the Stamp Act. The applicable rates for stamp duty on instruments chargeable with duty vary from state to state. Instruments chargeable to duty under the Stamp Act, which are not duly stamped, are incapable of being admitted in court as evidence of the transaction contained therein and it also provides for impounding of instruments that are not sufficiently stamped or not stamped at all. However, the instruments which have not been properly stamped can, in certain cases, be validated by paying the penalty as prescribed under the Stamp Act. The Indian Easements Act, 1882 An easement is a right which the owner or occupier of land possesses for the beneficial enjoyment of that land and which permits him to do or to prevent something from being done, in or upon, other land not his own. Under the Indian Easements Act, 1882, as amended, a license is defined as a right to use property without any interest in favour of the licensee. The period and incident may be revoked and grounds for the same may be provided in the license agreement entered in between the licensee and the licensor. The Consumer Protection Act, 1986 The Consumer Protection Act, 1986 (“CP Act”) was enacted to provide for better protection of the interests of consumers and contains provisions for establishment of consumer councils and other authorities for the settlement of consumers' disputes and for matters connected therewith. It provides a simpler and quicker access to the redressal of consumer grievances. It also provides means to protect consumers from getting cheated or harassed by the suppliers. The CP Act has provided machinery whereby consumers can file their complaints which will be entertained by the Consumer Forums with special powers so that action can be taken against erring suppliers and the possible compensation may be awarded to consumers for the hardships undergone by them. Laws relating to Employment The employment of construction workers is regulated by a wide variety of generally applicable labour laws, including the Contract Labour (Regulation and Abolition) Act, 1970, Minimum Wages Act, 1948, Payment of Bonus Act, 1965, Building and Other Construction Workers (Regulation of Employment and Conditions of Service) Act, 1996, Payment of Wages Act, 1936 and Workmen (Regulation of Employment and Condition of Service) Act, 1979. The laws governing other employees of the Company include Employees‟ State Insurance Act, 1948, Payment of Gratuity Act, 1972, Employees Provident Fund and Miscellaneous Provisions Act, 1952, Maternity Benefit Act, 1961 and the Income Tax Act, 1961. Laws relating to Environment The three major statutes in India which seek to regulate and protect the environment against pollution and related activities in India are the Water (Prevention and Control of Pollution) Act 1974, the Air (Prevention and Control of Pollution) Act, 1981 and the Environment (Protection) Act, 1986. The basic purpose of these statutes is to control, abate and prevent pollution. In order to achieve these objectives, Pollution Control Boards (the “PCB”) which are vested with diverse powers to deal with water and air pollution, have been set up in each state. The PCBs are responsible for setting the standards for maintenance of clean air and water, directing the installation of pollution control devices in industries and undertaking investigations to ensure that industries are functioning in compliance with the standards prescribed. These authorities also have the power of search, seizure, and investigation if the authorities are aware of or suspect pollution.

92

The Environment (Protection) Act, 1986 confers extensive powers on the Ministry of Environment and Forests to lay down rules for, inter alia, the standards of quality of air, water or soil for various areas and purposes and the prohibition and restriction on the location of industries and carrying on of processes and operations in different areas, towards the prevention, control and abatement of environmental pollution. Laws relating to Foreign Investment Foreign investment in Indian securities is regulated through the Industrial Policy, 1991 of the Government of India and Foreign Exchange Management Act, 1999 (“FEMA”). While the Industrial Policy, 1991 prescribes the limits and the conditions subject to which foreign investment can be made in different sectors of the Indian economy, FEMA regulates the precise manner in which such investment may be made. Under the Industrial Policy, unless specifically restricted, foreign investment is freely permitted in all sectors of Indian economy up to any extent and without any prior approvals, but the foreign investor is required to follow certain prescribed procedures for making such investment. The government bodies responsible for granting foreign investment approvals are Foreign Investment Promotion Board (“FIPB”) and the Reserve Bank of India (“RBI”). The Government has from time to time made policy pronouncements on FDI through press notes and press releases. The Department of Industrial Policy and Promotion, Ministry of Commerce and Industry, Government of India (“DIPP”), issued Consolidated FDI Policy Circular of 2015, which with effect from May 12, 2015 which

consolidates and supersedes all previous press notes, press releases and clarifications on FDI issued by the DIPP that were in force and effect as on May 11, 2015. The Government proposes to update the consolidated circular on FDI Policy once every year and therefore, Consolidated FDI Policy Circular of 2015 will be valid until the DIPP issues an updated circular. The Government proposes to update the consolidated circular on FDI Policy once every year and therefore, Consolidated FDI Policy Circular of 2015 will be valid until the DIPP issues an updated circular. The transfer of shares between an Indian resident and a non-resident does not require the prior approval of the FIPB or the RBI, provided that (i) the activities of the investee company are under the automatic route under the FDI Policy and transfer does not attract the provisions of the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011; (ii) the non-resident shareholding is within the sectoral limits under the FDI policy; and (iii) the pricing is in accordance with the guidelines prescribed by the Securities and Exchange Board of India/RBI. On October 29, 2014, the Union Cabinet approved the proposal for amending the FDI Policy on the construction development sector. Among others, following are the important modifications in the FDI policy: 100 per cent FDI under automatic route will be permitted in the construction development sector; Investment will be subject to the following conditions; Minimum area to be developed under each project would be:

- In case of development of serviced plots, there is no condition of minimum land, -In case of construction-development projects, a minimum floor area of 20,000 sq. meters, -In case of a combination project, any one of the aforestated two conditions will need to be complied with. The investee company will be required to bring minimum FDI of US$ 5 million within six months of

commencement of the project. The commencement of the project will be the date of approval of the building plan/lay out plan by the relevant statutory authority. Subsequent tranches of FDI can be brought till the period of ten years from the commencement of the project or before the completion of the project, whichever expires earlier.

Other Laws In addition to the above, our Company is also required to comply with the provisions of the Companies Act 2013, the Companies Act, 1956 (to the extent still applicable), SEBI Regulations different state legislations, various tax related legislations and other applicable statutes for its day-to-day operations.

93

HISTORY OF OUR COMPANY Brief History of our Company Our Company was incorporated as „Arvind Infrastructure Limited’ on December 26, 2008 in Ahmedabad as a wholly owned subsidiary of Arvind Limited under the provisions of the Companies Act, 1956. Our Company obtained the Certificate of Commencement of Business dated January 6, 2009 under the Companies Act, 1956. Our Company was incorporated with the objective of doing real estate/infrastructure development business. Details of the Scheme

The Scheme of Arrangement provides for the demerger of the De-merged Undertaking viz. Real Estate Undertaking of Arvind Limited as a going concern into Arvind Infrastructure Limited. In accordance with the Scheme of Arrangement, the entire Demerged Undertaking stands transferred to and vested with Arvind Infrastructure Limited w.e.f. April 1, 2015 (the “Appointed Date”) pursuant to Section 391 to 394 read with Sections 78, 100 to 104 of the Companies Act, 1956. For more details relating to the Scheme and demerger please refer to the chapter titled "Salient Features of the Scheme" beginning on page 48 of this Information Memorandum.

Main Objects of our Company

1. To carry on business as builders, contractors, developers and to engage in development of land and/or building

property of any tenure, nature or kind, and to engage in organization, purchase, trading, salelease, exchange of property, and to construct, maintain, repair, renovate property, itself or through other agencies, and to hold property for development, construction, sale, lease, hire or exchange and to participate in joint ventures for development of property and to provide services for development of land and or building, property, real estate consultancy, real estate brokerage, construction management, architecture, engineering and other technical services, interior design services and to carry on and undertake the business of ownership, operation, maintenance, management, administration, protection and upkeep of service apartments, building, colonies townships compelexes, houses, schools, depatmental stores, hotels, restaurants, resorts, clubs, recreational facilities, parks, roads, basements, open spaces common areas, common facolities and to provide infrastructural facilities.

Changes in name of our Company There has been no change in the name of our Company since incorporation. Changes in the Registered Office of our Company There has been no change in the Registered Office of our Company since incorporation. Change in the Memorandum of Association

Since incorporation, the following amendments have been made to the Memorandum of Association of our Company:

Sr. No. Date Particulars

1. February 12, 2013 Increase in Authorised Share Capital from `5,00,000 to `15,00,00,000 2. July 23, 2014 Sub-division of equity shares of `10 each into equity shares of `1 each

Increase in Authorised Share Capital from `15,00,00,000 to `27,00,00,000 3. May 14, 2015 Consolidation of every 10 Equity Shares of `1/- each into 1 Equity Share

of `10/- each pursuant to the Order of High court of Gujarat dated March 30, 2015.

94

Major events in the history of our Company The table below sets forth some of the major events in the history of our Company since incorporation: Year Particulars 2008 Incorporation of the Company 2010 Entered into JV with Bsafal for construction of high rise residential apartment project in eastern

Ahmedabad 2011 Successful delivery of our first residential project- “Alcove” 2012 Launched first project in Bengaluru Entered into MoU for our premium low rise golf centric villa township project named “Uplands”

in western Ahmedabad 2014 First real estate developer in Gujarat to partner with Disney for project “Uplands” 2015 Demerged from Arvind Limited purusuant to Scheme of Demerger Awards The table below sets forth some of the awards received by us: Sr. No. Particulars

1. Our Company has won the “Emerging Developer of the Year - Residential” award and

one of our projects, Uplands won “Luxury Projects of the Year” award by Realty Plus

Excellence Awards (Gujarat) 2015. 2. Our Company was awarded the “Best Stall Overall” at GIHED Property Exhibition 2014

and “Best Stall Overall” at Divya Bhaskar Property Exhibition, 2014. Other Details regarding our Company Details regarding the description of our Company„s activities, services, products, market, growth, technology,

managerial competence, standing with reference to prominent competitors, major suppliers, distributors and customers, segment, capacity/facility creation, location of manufacturing facilities, marketing and competition, please refer to the chapters titled “Our Business”, “Our Management” and “Industry” beginning on pages 75, 105, and 73, respectively, of this Information Memorandum. Injunction or Restraining Order Our Company is not operating under any injunction or restraining order. Our Shareholders As on the date of this Information Memorandum, there are 1,46,038 shareholders in our Company. For further details of our shareholding pattern, please refer to the chapter titled “Capital Structure” beginning on page 37 of this Information Memorandum Raising of capital form of equity or debt Other than as disclosed under the chapter titled “Capital Structure” of this Information Memorandum, our Company has not raised any capital in the form of equity. For details of outstanding debt as on date, please refer to the chapter titled “Financial Information” beginning on page 141 of this Information Memorandum. Revaluation of assets Our Company has not revalued its assets since incorporation and has not issued any Equity Shares (including bonus shares) by capitalizing any revaluation reserves.

95

Time and Cost Overrun Our Company has not experienced any significant time and cost overrun in relation to our projects. Changes in the activities of our Company during the last five years We have not changed the activity of our Company since its incorporation. Defaults or Rescheduling of Borrowings with Financial Institutions/ Banks There are no defaults or rescheduling of borrowings from financial institutions or banks or conversion of loans into equity in relation to our Company. Lock-out or Strikes There have been no lock-outs or strikes in our Company since inception. Holding Company As on the date of this Information Memorandum, our Company does not have a holding company. Our Subsidiaries As on the date of submission of this Information Memorandum, following are the subsidiaries of our Company, the details of which are provided below: 1. Arvind Alcove LLP 2. Arvind Altura LLP 3. Changodar Industrial Infrastructure (One) LLP 4. Ahmedabad Industrial Infrastructure (One) LLP 5. Ahmedabad East Infrastructure LLP 6. Arvind Five Homes LLP 7. Arvind Infracon LLP 8. Arvind Beyond Five Club LLP 9. Arvind Hebbal Homes Private Limited 1. Arvind Alcove LLP (“Arvind Alcove”) Corporate Information Arvind Alcove was incorporated on November 1, 2012 under the provisions of Limited Liability Partnership Act, 2008. LLP Agreement dated November 26, 2012 was entered into by and between Arvind Infrastructure Limited and Mr Jagdish Dalal. The LLPIN of Arvind Alcove is AAB-1983. The registered office of Arvind Alcove is 24, Government Servant Society, near Municipal Market, Off C.G. Road, Navrangpura, Ahmedabad – 380 009, Gujarat. Current Nature of Activities Arvind Alcove is currently engaged in the maintenance of our project named “Arvind Alcove”. Designated Partners and Partners The designated partners of Arvind Alcove are:

1. Mr. Jagdish Dalal 2. Mr. Kamal Singal

96

The partners of Arvind Alcove are:

1. Arvind Infrastructure Limited 2. Arvind Hebbal Homes Private Limited

Contribution and Share of Profits As on the date of this Information Memorandum, the Contribution and Share of Profits of Arvind Alcove is as follows: Sr. No.

Name of Partner Contribution (in `)

Percentage of Contribution (%)

1. Arvind Infrastructure Limited 99,000 99.00 2. Arvind Hebbal Homes Private Limited 1,000 1.00 Total 1,00,000 100.00 Financial Information (in ` Lacs) Particulars As on March 31, 2015 As on March 31, 2014 As on March 31, 2013 Fixed Capital Contribution 1.00 1.00 1.00 Sales and other income Nil Nil Nil Profit/Loss after tax Nil Nil Nil 2. Arvind Altura LLP (“Arvind Altura”) Corporate Information Arvind Altura was incorporated on October 30, 2012 under the provisions of the Limited Liability Partnership Act, 2008. LLP Agreement dated November 26, 2012 was entered into by and between Arvind Infrastructure Limited and Mr Jagdish Dalal. The LLPIN of Arvind Altura is AAB-1906. The registered office of Arvind Altura is 24, Government Servant Society, near Municipal Market, Off C.G. Road, Navrangpura, Ahmedabad – 380 009, Gujarat. Current Nature of Activities Arvind Altura is currently not engaged in any business activities. . Designated Partners and Partners The designated partners of the Arvind Altura are:


The partners of Arvind Altura are:


Contribution and Share of Profits As on the date of this Information Memorandum, the Contribution and Share of Profits of Arvind Altura is as follows: Sr. No.



97

Sr. No.



1. Arvind Infrastructure Limited 99,000 99.00 2. Arvind Hebbal Homes Private Limited 1,000 1.00

Total 1,00,000 100.00 Financial Information (in ` Lacs) Particulars As on March 31, 2015 As on March 31, 2014 As on March 31, 2013 Fixed Capital Contribution 1.00 1.00 N.A. Sales and other income Nil Nil N.A. Profit/Loss after tax (0.18) (0.36) N.A.

3. Changodar Industrial Infrastructure (One) LLP (“Changodar”) Corporate Information Changodar was incorporated on November 21, 2013 under the provisions of the Limited Liability Partnership Act, 2008. LLP Agreement dated November 23, 2013 was entered into by and between Arvind Infrastructure Limited and Arvind Infrabuild LLP. The LLPIN of Changodar is AAB-8772. The registered office of Changodar is 24, Government Servant Society, near Municipal Market, Off C.G. Road, Navrangpura, Ahmedabad – 380 009, Gujarat. Current Nature of Activities Changodar is currently not engaged in any business activities. Designated Partners The designated partners of Changodar are:

1. Mr. Kamal Singal 2. Mr. Jagdish Dalal

The partners of Changodar are:


Contribution and Share of Profits As on the date of this Information Memorandum, the Contribution and Share of Profits of Changodar is as follows: Sr. No.




Total 1,00,000 100.00 Financial Information (In ` Lacs) Particulars As on March 31, 2015 As on March 31, 2014 As on March 31, 2013 Fixed Capital Contribution 1.00 1.00 N.A. Sales and other income Nil Nil N.A. Profit/Loss after tax (0.18) (0.21) N.A.

98

4. Ahmedabad Industrial Infrastructure (One) LLP (“Ahmedabad Industrial Infrastructure”) Corporate Information Ahmedabad Industrial Infrastructure was incorporated on October 17, 2013 under the provisions of the Limited Liability Partnership Act, 2008. LLP Agreement dated October 19, 2013 was entered into by and between Arvind Infrastructure Limited and Arvind Altura LLP. The LLPIN of Ahmedabad Industrial Infrastructure is AAB-8247. The registered office of Ahmedabad Industrial Infrastructure is 24, Government Servant Society, near Municipal Market, Off C.G. Road, Navrangpura, Ahmedabad – 380 009, Gujarat. Current Nature of Activities Ahmedabad Industrial Infrastructure has got development rights on a piece of land situated on Naroda Road during year 2014 from Arvind Limited. Currently, Ahmedabad Industrial Infrastructure is constructing industrial sheds in the name of “Arvind Mega Estate”on the said premises. Designated Partners and Partners The designated partners of the Ahmedabad Industrial Infrastructure are:


The partners of Ahmedabad Industrial Infrastructure are:


Contribution and Share of Profits As on the date of this Information Memorandum, the Contribution and Share of Profits of Ahmedabad Industrial Infrastructure is as follows: Sr. No.




Total 1,00,000 100.00 Financial Information (in ` Lacs) Particulars As on March 31, 2015 As on March 31, 2014 As on March 31, 2013 Fixed Capital Contribution 1.00 1.00 N.A. Sales and other income Nil Nil N.A. Profit/Loss after tax (1.24) (2.57) N.A.

5. Ahmedabad East Infrastructure LLP (“ Ahmedabad East Infrastructure”) Corporate Information Ahmedabad East Infrastructure was incorporated on June 12, 2010 under the provisions of the Limited Liability Partnership Act, 2008. LLP Agreement dated April 16, 2012 was entered into by and between Arvind Infrastructure Limited and Arvind Brands and Retail Limited (erstwhile Silverstone Properties Limited). The LLPIN of the

99

Ahmedabad East Infrastructure is AAA-1786. The registered office of the Ahmedabad East Infrastructure is 24, Government Servant Society, near Municipal Market, Off C.G. Road, Navrangpura, Ahmedabad – 380 009, Gujarat. Current Nature of Activities Ahmedabad East Infrastructure is currently engaged in the business of constructing luxurious villas in the name of “Uplands” in the outskirts of Ahmedabad. Designated Partners and Partners The designated partners of the Ahmedabad East Infrastructure are:-

1. Mr. Jagdish Dalal 2. Mr. Kamal Singal 3. Mr. Prakash Makwana 4. Mr. Sharad Patel

The partners of Ahmedabad East Infrastructure are:-

1. Arvind Infrastructure Limited 2. Arvind Limited 3. Arvind Infrabuild LLP 4. Sharadbhai Govindbhai Patel 5. Dineshbhai Jashrajji Jain

Contribution and Share of Profits* As on the date of this Information Memorandum, the Contribution and Share of Profits of Ahmedabad East Infrastructure is as follows: Sr. No.



1. Arvind Infrastructure Limited 51,000 51.00 2. Arvind Limited 7,000 7.00 3. Arvind Infrabuild LLP 2,000 2.00 4. Sharadbhai Govindbhai Patel 20,000 20.00 5. Dineshbhai Jashrajji Jain 20,000 20.00 *Sharing of profits is as per the agreed formula between the partners. Financial Information (In ` Lacs) Particulars As on March 31, 2015 As on March 31, 2014 As on March 31, 2013 Fixed Capital Contribution 1.00 1.00 1.00 Sales and other income Nil Nil Nil Profit/Loss after tax (90.84) (20.61) (0.60) 6. Arvind Five Homes LLP (“Arvind Five Homes”) Corporate Information Arvind Five Homes was incorporated on August 21, 2012 under the provisions of the Limited Liability Partnership Act, 2008. LLP Agreement dated September 3, 2012 was entered into by and between Arvind Infrastructure Limited and Citygold Estate Organisers Private Limited. The LLPIN of Arvind Five Homes is AAB-0742. The registered office of Arvind Five Homes is 24, Government Servant Society, near Municipal Market, Off C.G. Road, Navrangpura, Ahmedabad – 380 009, Gujarat.

100

Current Nature of Activities Arvind Five Homes is currently constructing a project named “Beyond Five” in the outskirts of Ahmedabad. Designated Partners and Partners The designated partners of the Arvind Five Homes are:


The partners of Arvind Five Homes are:


Contribution and Share of Profits As on the date of this Information Memorandum, the Contribution and Share of Profits of Arvind Five Homes is as follows: Sr. No.




Total 1,00,000 100.00 Financial Information (in ` Lacs) Particulars As on March 31, 2015 As on March 31, 2014 As on March 31, 2013 Fixed Capital Contribution 1.00 1.00 N.A. Sales and other income Nil Nil N.A. Profit/Loss after tax (29.05) (0.24) N.A. 7. Arvind Infracon LLP (“Arvind Infracon”) Corporate Information Arvind Infracon was incorporated on March 4, 2014 under the provisions of the Limited Liability Partnership Act, 2008. LLP Agreement dated March 5. 2014 entered into by and between Arvind Infrastructure Limited and Arvind Hebbal Homes Private Limited. The LLPIN of Arvind Infracon is AAC-1446. The registered office of Arvind Infracon is 24, Government Servant Society, near Municipal Market, Off C.G. Road, Navrangpura, Ahmedabad – 380 009, Gujarat. Current Nature of Activities Arvind Infracon is currently not engaged in any business activities. Designated Partners and Partners The designated partners of Arvind Infracon are:


101

The partners of Arvind Infracon are:


Contribution and Share of Profits As on the date of this Information Memorandum, the Contribution and Share of Profits of Arvind Infracon is as follows: Sr. No.




Total 1,00,000 100.00 Financial Information

(in ` Lacs) Particulars As on March 31, 2015 As on March 31, 2014 As on March 31, 2013 Fixed Capital Contribution 1.00 1.00 N.A. Sales and other income Nil Nil N.A. Profit/Loss after tax (0.18) (0.19) N.A.

8. Arvind Beyond Five Club LLP (“Arvind Beyond Five Club”) Corporate Information Arvind Beyond Five Club was incorporated on June 12, 2014 under the provisions of the Limited Liability Partnership Act, 2008, LLP Agreement dated June 17, 2014 was entered into by and between Arvind Infrastructure Limited and Arvind Hebbal Homes Private Limited. The LLPIN of Arvind Beyond Five Club is AAC-3674. The registered office of Arvind Beyond Five Club is 24, Government Servant Society, near Municipal Market, Off C.G. Road, Navrangpura, Ahmedabad – 380 009, Gujarat. Current Nature of Activities Arvind Beyond Five Club is currently not engaged in any business activities. Designated Partners and Partners The designated partners of Arvind Beyond Five Club are:


The partners of Arvind Beyond Five Club are:


Contribution and Share of Profits As on the date of this Information Memorandum, the Contribution and Share of Profits of Arvind Beyond Five Club is as follows:

102

Sr. No.




Total 1,00,000 100.00 Financial Information (in ` Lacs) Particulars As on March 31, 2015 As on March 31, 2014 As on March 31, 2013 Fixed Capital Contribution 1.00 N.A. N.A. Sales and other income Nil N.A. N.A. Profit/Loss after tax (0.23) N.A. N.A. 9. Arvind Hebbal Homes Private Limited (“Arvind Hebbal Homes”) Corporate Information Arvind Hebbal Homes was incorporated on June 22, 2011 in the name of “Sangani Infrabuild Private Limited”

under the provisions of the Companies Act, 1956. The name of the company subsequently changed to its existing name “Arvind Hebbal Homes Private Limited” on March 4, 2013. The CIN of Arvind Hebbal Homes is U45200GJ2011PTC066023. The registered office of Arvind Hebbal Homes is located at 24, Government Servant Society, near Municipal Market, Off C.G. Road, Navrangpura, Ahmedabad – 380 009, Gujarat. Arvind Hebbal Homes became our wholly owned subsidiary w.e.f. October, 2012. Current Nature of Activities Arvind Hebbal Homes is currently not engaged in any business activities. However, Arvind Hebbal Homes has sold development rights of its land to the Company for Sporcia Project during financial year 2014-15. Board of Directors The Board of Directors of Arvind Hebbal Homes consists of: 1. Mr. Kamal Singal 2. Mr. Jagdish Dalal. Shareholding pattern As Arvind Hebbal Homes is our wholly-owned subsidiary, its entire shareholding (i.e. `1,00,000 divided into 10,000 equity shares of `10 each) is held by our Company. Financial Information (In ` Lacs) Particulars As on March 31, 2015 As on March 31, 2014 As on March 31, 2013 Equity Capital 1.00 1.00 1.00 Sales and other income 4,025.00 Nil 54.35 Profit/Loss after tax 9.15 (0.60) 0.74 Reserves (excluding revalution reserves) and Surplus

47.28 38.13 39.74

Earning per share (in `) 91.49 (6.05) 7.39 Diluted Earning per share (in `)

91.49 (6.05) 7.39

Net Asset Value per share 482.81 391.32 397.37

103

Interest of our Subsidiaries in our Company

Our Subsidiaries does not have any interest in our Company„s business other than as stated in the chapters “Our Business” and “Financial Information”, on pages 75 and 141, respectively of this Information Memorandum. Amount of accumulated profit/ (losses) not accounted for by our Company There are no profits or losses of our Subsidiaries not accounted for by our Company. Our Joint Venture Arvind Bsafal Homes LLP is our joint venture, the details of which are provided below: 1. Arvind Bsafal Homes LLP (“Arvind Bsafal Homes”)

Corporate Information Arvind Bsafal Homes was incorporated on August 10, 2010 under the provisions of the Limited Liability Partnership Act, 2008. LLP Agreement dated September 24, 2010 was entered into by and between Ahmedabad East Infrastructure LLP and Safal Homes LLP. The LLPIN of Arvind Bsafal Homes is AAA-2005. The registered office of Arvind Bsafal Homes is Khokhra Mehmedabad, Ahmedabad – 380 008, Gujarat. Current Nature of Activities Arvind Bsafal Homes constructed residential project named “Parishkaar-I” and commercial project named “Trade Square” at Ahmedabad. These projects are completely sold off as on date. Designated Partners and Partners The designated partners of Arvind Bsafal Homes are:

1. Mr. Kamal Singal 2. Mr. Rajesh Brahmbhatt

The partners of Arvind Bsafal Homes are:

1. Arvind Infrastructure Limited 2. Safal Homes LLP

Contribution and Share of Profits As on the date of this Information Memorandum, the Contribution and Share of Profits of Arvind Bsafal Homes is as follows: Sr. No.



1. Arvind Infrastructure Limited 50,000 50 2. Safal Homes LLP 50,000 50 Total 1,00,000 100 Financial Information (in ` Lacs) Particulars As at March 31, 2015 As on March 31, 2014 As on March 31, 2013 Fixed Capital Contribution 1.00 1.00 1.00

104

Particulars As at March 31, 2015 As on March 31, 2014 As on March 31, 2013 Sales and other income 7,473.59 7,425.98 3,677.00 Profit/Loss after tax 749.60 1,212.74 451.23 Interest of our Joint Venture in our Company

Our Joint Venture does not have any interest in our Company„s business other than as stated in the chapters “Our Business” and “Financial Statements”, on pages 75 and 141, respectively of this Information Memorandum. Amount of accumulated profit/ (losses) not accounted for by our Company There are no profits or losses of our Joint Venture not accounted for by our Company. Shareholders Agreement There is no shareholders agreement executed between any shareholder and our Company. Strategic / Financial Partners and other Material Contracts Our Company does not have any strategic/financial partners and has not entered into any material contracts other than in the ordinary course of business.

105

OUR MANAGEMENT Our Board consists of 6 (six) directors of which 1 (one) being executive director and 5 (five) being non-executive directors out of which 3 (three) are independent directors. Our Chairman is a Non-executive director. The composition of the Board of Directors is governed by the provisions of the Companies Act, 2013 and erstwhile Companies Act, 1956. Board of Directors Name, DIN No., Age

Date of appointment and tenure

Designation Address Directorship in other Companies

Sanjaybhai Shrenikbhai Lalbhai DIN No. 00008329 Occupation: Industrialist Age: 61 years

March 28, 2015 liable to retire by rotation

Chairman & Non-Executive Director

Lalbaug, Shahibaug, Ahmedabad -380 004, Gujarat, India

Public Limited Companies 1. Arvind Limited; 2. Arvind Brands & Retail Limited; 3. Arvind Lifestyle Brands Limited; 4. Amol Dicalite Limited; 5. Adani Ports & Special Economic

Zone Limited.

Private Limited Companies Animesh Holdings Private Limited.

Bodies Corporate 1. Arvind Worldwide Inc., USA; 2. Arvind Textile Mills Limited,

Bangladesh 3. Arvind Worldwide (M) Inc

Kulin Sanjay Lalbhai DIN No. 05206878 Occupation: Industrialist Age: 29 years

March 29, 2013, liable to retire by rotation

Non-Executive Director

Lalbaug, Shahibaug, Ahmedabad -380 004, Gujarat, India

Public Limited Companies

1. Arvind Limited; 2. Arvind Internet Limited; 3. Anagram Knowledge Academy

Limited; 4. Arvind Fashion Brands Limited; 5. Arvind Sports Lifestyle Limited.

Private Limited Companies Arvind Goodhill suit Mfg. Private Limited.

Kamal Sham Lal Singal DIN No: 02524196 Occupation: Professional Age: 43 years

May 8, 2015, for the term of five years from June 1, 2015 till May 31, 2020

Managing Director and Chief Executive Officer

E-1103, Safal Parivesh, Near Pralhadnagar Garden, 100 Foot Road, Vejalpur, Ahmedabad – 380 051, Gujarat

Public Limited Companies Nil Private Limited Companies Arvind Hebbal Homes Private Limited Body Corporate 1. Arvind Bsafal Homes LLP 2. Kausalya Realserve LLP 3. Arvind Five Homes LLP

106

Name, DIN No., Age



4. Arvind Altura LLP 5. Arvind Alcove LLP 6. Karnavati Infracon LLP 7. Ahmedabad Industrial

Infrastructure (One) LLP 8. Changodar Industrial Infrastruture

(One) LLP 9. Arvind Infracon LLP 10. Arvind beyond five club LLP 11. Arvind Infrabuild LLP 12. Milan Farms 13. Ahmedabad East Infrastructure

LLP Pratul Krishnakant Shroff DIN No. 00162576 Occupation: Business Age: 62 years

March 28, 2015, for the term of five years

Non-Executive Independent Director

10, Rushil Bunglows, Near Judges' Bunglow, Bodakdev, Ahmedabad -380 054, Gujarat, India

Public Limited Companies 1. e-Infochips Limited; Private Limited Companies 1. Smart Guard Systems Private

Limited; 2. Ngin Technologies Private

Limited; 3. Digilogue Communications

Private Limited; 4. C3po Avionics Private Limited; 5. Shroff Wholesome Living Farms

Private Limited.

Foundations 1. Calorx Education and Research

Foundation; 2. E-Infochips Institute of Training

Research and Acadamics; 3. Lenio Charitable Foundation.

Prem Prakash Pushp Nath Pangotra DIN No. 00844391 Occupation: Professor Age: 63 years



House No. T-22, I.I.M. Campus, Vastrapur, Ahmedabad -380 015, Gujarat, India

Nil

Dr. Indira Jitendra Parikh DIN No. 00143801 Occupation:



Koregaon Park, Lane No. 7, Oxford Hallmark, "B" Building, Flat No. 1001, Pune,

Public Limited Companies 1. Sintex Industries Limited; 2. Anil Limited; 3. Amanta Healthcare Limited; 4. Zydus Wellness Limited;

107

Name, DIN No., Age



Professional Age: 71 years

411001, Maharashtra, India.

5. Foseco India Limited; 6. Deepak Nitrate Limited; 7. Force Motors Limited; 8. Hitachi Home & Life Solutions

(India) Limited. Shareholding of Directors in the Company as on date of this Information Memorandum: Sanjaybhai Lalbhai holds 2,00,155 Equity Shares in our Company, out of which 10 Equity Shares is held by him in the capacity as Trustee of Sanjay Family Trust. Except this, none of our Directors, on the date of this Information Memorandum hold any shares in our Company. Brief Profile of the Directors Sanjaybhai Lalbhai, aged 61 years, is a Chairman& Non-Executive Director on our Board and one of the Promoters of our Company. He is the Chairman and Managing Director of the Arvind Limited. He is a Science graduate with a Master's degree in Business Management and has been associated with the Lalbhai group for more than 35 years. It was under his leadership that Arvind Limited has become one of the largest manufacturers of woven textiles in India, and one of the largest denim fabric manufacturers in the world. He was also responsible for acquiring India‟s first denim brand „Flying Machine‟ in 1981 and for guiding the process of building Arvind‟s

current impressive apparel brand portfolio. He also holds directorships in Arvind Lifestyle Brands Limited, Arvind Brands & Retail Limited, Amol Decalite Limited, Adani Ports & Special Economic Zone Limited, Arvind Worldwide Inc., USA, Arvind Worldwide (M) Inc. and Arvind Textile Mills Limited, Bangladesh. He has a total experience of 35 years in the field of textile. He provides strategic leadership to Arvind‟s CSR initiatives as Trustee

to The Strategic Help Alliance for Relief to Distressed Areas trust (SHARDA Trust) which is the CSR arm of the Lalbhai Group. Kulin Lalbhai, aged 29 years, is a Non-Executive Director on the Board of our Company. Currently, he is also serving as the Executive Director at Arvind Limited. He is in-charge of new initiatives and also plays an active role in the overall corporate strategy for the Lalbhai group, with particular focus on the B2C businesses. He holds a degree in Master‟s in Business Administration from the Harvard Business School and has a Bachelor‟s degree in

Electrical Engineering from Stanford University, USA. Prior to his current role, he worked in the capacity of Chief Manager - Retail at Arvind Limited, and before that he had a stint in management consulting with McKinsey & Co. He has a total experience of 7 years in the field of consumer brands and retail and strategy. Kamal Singal, aged 43 years, is the Managing Director and Chief Executive Officer of the Company. He was appointed as Chief Executive Officer on March 28, 2015 and as Managing Director on May 8, 2015 in the Company. He holds an Executive Post Graduate Diploma in Management of Indian Institute of Management, Indore. He has been associated with Lalbhai Group since 2001 in various capacities. Prior to joining Lalbhai group, he worked for 9 years in different capacities in DCM Textiles Limited. He was elevated to head the real estate business of the Lalbhai Group since 2008. He is responsible for giving strategic direction to the real estate business and also identifying new business opportunities and to further expand the product portfolio of the real estate business. Pratul Shroff, aged 62 years, is a Non-Executive Independent Director on the Board of our Company. He holds a Bachelor‟s degree in Electronics Engineering from Birla Institute of Technology and Science, Pilani and a Master‟s

degree in Computer Engineering from Cornell, USA. He also earned a Masters‟ degree in Business Administration from Indian Institute of Management, Ahmedabad. He is the founder and Chief Executive Officer of Einfochips Limited. He was also awarded the „Outstanding IT Entrepreneur of the Year‟ by Mr. N. R. Narayana Murthy –

Chairman of Infosys at an Ahmedabad Management Association (AMA) event in 2004. He specializes on Information, Communication and Technology (ICT). He has a total experience of over 35 years in the field of electronic design services and product development.

108

Prem Prakash Pangotra, aged 63 years is a Non-Executive Independent Director on the Board of our Company. He is a professor at the Indian Institute of Management, Ahmedabad. He is currently chairperson of the Public Systems Group. He has also served as a member of the Indian Institute of Management, Ahmedabad Board of Governors and as chairperson of the Centre for Infrastructure Policy and Regulation. Prior to joining the Indian Institute of Management, Ahmedabad, he held faculty positions at the University of Kansas at Lawrence, USA; the California Polytechnic State University at San Luis Obispo, USA; and was Director, School of Planning (CEPT) at Ahmedabad. He specialises in urban management, urban economics, environment management, and public finance and has a total experience of 32 years in this field. Dr. Indira Parikh, aged 71 years is a Non-Executive Independent Director on the Board of our Company. She has done M. Ed from University of Rochester, New York, USA and the Doctorate from Gujarat University. She was a faculty at Indian Institute of Management, Ahmedabad for over 30 years and was the Dean from 2002 to 2005. She is the Founder President of Foundation for Liberal and Management Education at present. She has also taught at INSEAD (European Institute of Business Administration), Fontainebleau and Texas A&M (Agricultural & Mechanical) University. She specializes in organization development and design and institution building and has a total experience of 41 years in this field. Kulin Lalbhai is son of Sanjaybhai Lalbhai. Except as stated herein, none of our Directors are related to each other. Details of current and past directorship(s) in listed companies whose shares have been/ were suspended from being traded on the BSE/ NSE and reasons for suspension None of our Directors are currently or have been, in the past five years, on the board of directors of a listed company whose shares have been or were suspended from being traded on the BSE or NSE. Details of current and past directorship(s) in listed companies which have been/ were delisted from the stock exchange(s) and reasons for delisting None of our Directors are currently or have been on the board of directors of a public listed company whose shares have been or were delisted from any stock exchange. Borrowing Powers of Board of Directors The borrowing powers of our Directors are regulated by Article 82 of the Articles of Association of our Company, subject to provisions of the Companies Act, 2013. The Board of Directors of our Company has power to borrow up to `1,000 crores as per the members‟ resolution

passed in the EGM of our Company held on September 15, 2014. Arrangements with major shareholders, customers, suppliers and others There is no arrangement or understanding between our Company and major shareholders, customers, suppliers or others, pursuant to which of any of the Directors of our Company was selected as a Director or member of senior management of our Company. Details of service contracts Our Company has not entered into any service contracts with any of our Directors for providing benefits upon termination of employment. Compensation of Managing Director Terms and conditions of appointment and remuneration of Kamal Singal:

Particulars Remuneration

109

Particulars Remuneration

Basic Salary `3,00,000 per month with such increase as may be decided by the Board of Director (which includes any committee thereof) from time to time, but subject to maximum salary of `10,00,000 per month.

Perquisites and Allowances

Category – A Other Allowances, Personal Accident Insurance and Medical expenses (i) Other Allowances, Personal Accident Insurance and Medical Insurance as per the

Company‟s policy. (ii) Club Fees The Company shall reimburse annual fees for one club. The aggregate value of perquisites for (i) to (ii) above for each year shall be computed as per the provisions of the Income Tax Act, 1961. In case of benefits for which no specific rule of valuation is provided under the Income Tax Act, the perquisites value of such benefit shall be taken at actual cost. Category – B (i) The Company shall contribute towards Provident Fund provided that such

contributions either singly or put together shall not exceed the tax-free limit prescribed under the Income Tax Act.

(ii) The Company shall pay gratuity as per rules of the Company. (iii) Leave on full pay and allowances, as per rules of the Company, but not more than

one month‟s leave for every eleven months of service. However, the leave accumulated but not availed of will be allowed to be encashed at the end of the term as per rules of the Company.

The above shall not be included in the computation of ceiling on remuneration or perquisites aforesaid.

Category – C (i) The Company shall provide car(s) at the cost of the Company for use on

Company‟s business and the same will not be considered as perquisites. (ii) The Company shall provide telephone and other communication facilities to the

Managing Director & CEO at the cost of the Company. Category – D The Managing Director & CEO shall be entitled to Performance Linked Variable Pay/Special Allowance/Role Award/ Bonus/Commission on profits etc. or in any other form as the Nomination and Remuneration Committee and the Board of Directors may determine from time to time within the overall limit of 5% of the net profits and the overall limits of remuneration prescribed under Section 197 and other applicable provisions of the Companies Act, 2013.

Non-Executive Director‟s Compensation The Board and/or committee of the Board may from time to time determine, every year the amount of commission within the limit of 1% of the net profit and the same be apportioned amongst the Non-Executive Directors (other than the Managing Director and Whole-time Director) in such manner as the Board and/ or committee may deem fit for a period from April 1, 2015 till March 31, 2020. The payment of remuneration by way of commission to Non-Executive Directors will be in addition to the sitting fees of `10,000 payable to them for attending each meeting of the Board/Committee. Corporate Governance: Corporate Governance is administered through our Board and the Committees of the Board. In compliance with the Clause 49 of the Listing Agreement with the Stock Exchanges, we have the following Board Level Committees in our Company:

110

Audit Committee Stakeholders Relationship Committee Nomination and Remuneration Committee Corporate Social Responsibility Committee

(i) Audit Committee

The composition of Audit Committee is as under:

Name of Director Designation in the Committee Nature of Directorship

Pratul Shroff Chairman Non-executive Independent Director Prem Prakash Pangotra Member Non-executive Independent Director Dr. Indira Parikh Member Non-executive Independent Director Terms of reference:

1. Oversight 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;

2. Recommendation for appointment, remuneration and terms of appointment of auditors of the company; 3. Approval of payment to statutory auditors for any other services rendered by the statutory auditors; 4. Reviewing, with the management, the annual financial statements and auditor's report thereon 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 (c) of sub-section 3 of section 134 of the Companies Act, 2013;

b. Changes, if any, in accounting policies and practices and reasons for the same; c. Major accounting entries involving estimates based on the exercise of judgment by management; d. Significant adjustments made in the financial statements arising out of audit findings; e. Compliance with listing and other legal requirements relating to financial statements; f. Disclosure of any related party transactions; g. Qualifications in the draft audit report;

5. Reviewing, with the management, the quarterly financial statements before submission to the board for

approval; 6. Reviewing, with the management, the statement of uses / application of funds raised through an issue (public

issue, rights issue, preferential issue, etc.), the statement of funds utilized for purposes other than those stated in the offer document / prospectus / notice and the report submitted by the monitoring agency monitoring the utilisation of proceeds of a public or rights issue, and making appropriate recommendations to the Board to take up steps in this matter;

7. Review and monitor the auditor‟s independence and performance, and effectiveness of audit process;

8. Approval or any subsequent modification of transactions of the company with related parties;

111

9. Scrutiny of inter-corporate loans and investments;

10. Valuation of undertakings or assets of the company, wherever it is necessary;

11. Evaluation of internal financial controls and risk management systems;

12. Reviewing, with the management, performance of statutory and internal auditors, adequacy of the internal control systems;

13. Reviewing the adequacy of internal audit function, if any, including the structure of the internal audit

department, staffing and seniority of the official heading the department, reporting structure coverage and frequency of internal audit;

14. Discussion with internal auditors of any significant findings and follow up there on;

15. Reviewing the findings of any internal investigations by the internal auditors into matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the board;

16. Discussion with statutory auditors before the audit commences, about the nature and scope of audit as well as

post-audit discussion to ascertain any area of concern; 17. To look into the reasons for substantial defaults in the payment to the depositors, debenture holders,

shareholders (in case of non-payment of declared dividends) and creditors; 18. To review the functioning of the Whistle Blower mechanism; 19. Approval of appointment of CFO (i.e., the whole-time Finance Director or any other person heading the finance

function or discharging that function) after assessing the qualifications, experience and background, etc. of the candidate;

20. Carrying out any other function as is mentioned in the terms of reference of the Audit Committee. The Audit Committee will have the powers necessary including the following to discharge its above terms of reference effectively:

1. To investigate any activity within its terms of reference; 2. To seek information from any employee; 3. To obtain outside legal or other professional advice; 4. To secure attendance of outsiders with relevant expertise, if it considers necessary. The Audit Committee shall mandatorily review the following information:

1. Management discussion and analysis of financial condition and results of operations; 2. Statement of significant related party transactions (as defined by the Audit Committee), submitted by

management; 3. Management letters / letters of internal control weaknesses issued by the statutory auditors; 4. Internal audit reports relating to internal control weaknesses; and

112

5. The appointment, removal and terms of remuneration of the chief internal auditor shall be subject to review by the Audit Committee.

In addition to the above, the Audit Committee shall have such functions/role/powers as may be specified in the Companies Act, 2013 or any other applicable law.

(ii) Stakeholders Relationship Committee

The composition of Stakeholders Relationship Committee is as under:


Sanjaybhai Lalbhai Chairman Non-Executive Director Pratul Shroff Member Non-Executive Independent Director Prem Prakash Pangotra Member Non-Executive Independent Director

Terms of reference: The terms of reference of the Stakeholders Relationship Committee are as under:

1. To specifically look into the redressal of Investors‟ Grievances pertaining to:

• Transfer of shares and debentures; • Non-receipt of declared dividends, interests and redemption proceeds of debentures; • Dematerialization of Shares and debentures; • Replacement of lost, stolen, mutilated share and debenture certificates; • Non-receipt of rights, bonus, split share and debenture certificates; and • Non-receipt of balance sheet.

2. To look into other related issues towards strengthening investors‟ relations.

3. To consider and approve issuance of share / debenture certificates including duplicate share/debenture certificates.

4. To look into the reasons for any defaults in the payment to the Depositors, Debenture holders, Shareholders (in

case of non-payment of declared dividends) and Creditors.

(iii) Nomination and Remuneration Committee The composition of Nomination and Remuneration Committee is as under:


Prem Prakash Pangotra Chairman Non-executive Independent Director Sanjaybhai Lalbhai Member Non-executive director Pratul Shroff Member Non-executive Independent Director

Terms of reference: The functions/ role/ powers of this Committee shall include the following: Nomination of Directors / Key Managerial Personnel / Senior Management* 1. To evaluate and recommend the composition of the Board of Directors;

113

2. To identify persons who are qualified to become Directors and who may be appointed in senior management in accordance with the criteria laid down by the Committee;

3. Consider and recommend to the Board appointment and removal of directors, other persons in senior

management and key managerial personnel (KMP); 4. Determining processes for evaluating the effectiveness of individual directors and the Board as a whole and

evaluating the performance of individual Directors; 5. To administer and supervise Employee Stock Options Schemes (ESOS) including framing of policies

related to ESOS and reviewing grant of ESOS; 6. Formulate the criteria for determining qualifications, positive attributes and independence of a Director; 7. To review HR Policies and Initiatives. Remuneration of Directors / Key Managerial Personnel / Senior Management*/ other Employees:

1. Evolve the principles, criteria and basis of Remuneration policy and recommend to the Board a policy relating to the remuneration for all the Directors, KMP, senior management and other employees of the Company and to review the same from time to time.

2. The Committee shall, while formulating the policy, ensure the following :

(a) the level and composition of remuneration is reasonable and sufficient to attract, retain and motivate Directors of the quality required to run the Company successfully;

(b) relationship of remuneration to performance is clear and meets appropriate performance benchmarks; and (c) remuneration to Directors, KMP and senior management involves a balance between fixed and incentive

pay reflecting short and long-term performance objectives appropriate to the working of the Company and its goals.

*Senior Management for the above purpose shall mean personnel of the Company who are members of its core management team excluding Board of Directors comprising all members of management one level below the executive directors, including the functional heads.

(iv) Corporate Social Responsibility Committee

The composition of Corporate Social Responsibility Committee is as under:


Sanjaybhai Lalbhai Chairman Non-executive Director Prem Prakash Pangotra Member Non-executive Independent Director Dr. Indira Parikh Member Non-executive Independent Director

Terms of reference: 1. formulate and recommend to the Board, a Corporate Social Responsibility Policy which shall indicate the

activities to be undertaken by the company as specified in Schedule VII to the Companies Act, 2013; 2. to finalise a list of CSR projects or programs or initiatives proposed to be undertaken periodically including the

modalities for their execution / implementation schedules and to review the same from time to time in accordance with requirements of section 135 of the Companies Act 2013;

114

3. recommend the amount of expenditure to be incurred on the activities referred to in clause (a); 4. monitor the Corporate Social Responsibility Policy of the company from time to time; 5. review the CSR report and other disclosures on CSR matters for the approval of the Board for their inclusion in

the Board report; Interest of our Directors All of our Directors may be deemed to be interested to the extent of remuneration and fees payable to them for services rendered as Directors of our Company such as attending meetings of the Board or a committee thereof and to the extent of other reimbursement of expenses payable to them under our Articles of Association. Some of our Directors may be deemed to be interested to the extent of transactions carried out with such related parties, consideration received / paid or any loan or advances provided to any body corporate including companies and firms and trusts, in which they are interested as directors, members, partners or trustees. Our Directors may also be regarded as interested in the Equity Shares, if any, held by them or that may be subscribed by and allotted to the companies, firms, and trusts, if any, in which they are interested as directors, members, promoters, and /or trustees pursuant to this Information Memorandum. Except for Sanjaybhai Lalbhai, who is also our Promoter, none of our Directors are interested in the promotion of our Company. Our Directors have no interest in any property acquired by us within two years of the date of this Information Memorandum. Changes in our Board during the last three years

Name of Director Date of change Reason for change

Kulin Lalbhai

March 29, 2013 Appointment as additional director September 16, 2013 Change in designation as Non-executive director

Sanjaybhai Lalbhai March 28, 2015 Appointment as Additional Director May 11, 2015 Change in designation as Chairman (Non-executive director)

Prem Prakash Pangotra March 28, 2015 Appointment as Non-executive Independent Director Pratul Shroff March 28, 2015 Appointment as Non-executive Independent Director Dr. Indira Parikh March 28, 2015 Appointment as Non-executive Independent-Woman Director Jayesh Shah March 29, 2013 Cessation as director Jagdishchandra Dalal March 28, 2015 Cessation as director Hiren Hariprasad Rao March 28, 2015 Cessation as director

115

Organisation Chart

116

Key Managerial Personnel Brief profile of Key Managerial Personnel Mehul Chaitanya Shah, aged 41 years, is the Chief Financial Officer of the Company. He is a qualified Chartered Accountant and is a member of The Institute of Chartered Accountants of India. He is also a Law graduate from Gujarat University. He has been heading accounts & finance function of the Company and its group companies since September 20, 2012. He is responsible for handling accounts, compliance, financial management, management information system and taxation in the Company. Prior to joining our Company, he was associated with Ashima Limited as Deputy General Manager – finance and accounts. He has earlier also worked with Reliance Industries Limited, Adani Enterprise Limited and Nirma Limited in various capacities. He has total experience of 16 years in accounts, compliance, management information system, financial management and taxation. Prakash Bhogibhai Makwana, aged 56 years, is the Company Secretary and Compliance Officer of the Company. He is a qualified Company Secretary and is a member of the Institute of Company Secretaries of India. He is also a Law graduate from Gujarat University. Prior to joining our Company, he was working with Arvind Limited and later was transferred to our Company on January 1, 2012. He is responsible for compliance under corporate laws and securities laws of the Company. He has 28 years of experience in dealing with company law, matters of non-banking finance companies, and other secretarial, legal and corporate affairs. Saurabh Satyendra Kumar Agarwal, aged 40 years, is the Head - Business Development of the Company. He holds a degree in Master‟s in Business Administration from Birla Institute of Management & Technology, Delhi.

Prior to Joining our Company, he was working with Arvind Limited and later was transferred to our Company on January 1, 2012. He is responsible for marketing & sales, business development and related matters in the Company. He has 16 years of work experience in marketing & sales, business development and related matters. Chirag Arunkumar Shah, aged 41 years, is the Head - Civil & Execution of the Company. He is a qualified Civil Engineer from Dharamsinh Desai Institute of Technology, Nadiad. He joined our Company on November 4, 2012. Prior to joining our Company he was working with Haathee Venture. He is responsible for project planning, control and management in the Company. He has 20 years of experience in project management. Labhu Ram Bhagwan Dass Bansal, aged 46 years, is the Business Head - Commercial & Controls of the Company. He is a certified Cost and Management Accountant from the Institute of Cost Accountants of India and also holds a degree of Masters of Business Administration from Punjab University, Patiala. He joined our Company on March 24, 2014 is responsible for commercials and control functions including project co-ordination and control, systems and processes, laisoning and internal audit in the Company. Prior to joining our Company he was working with Usha International Limited, Gurgaon. He has 20 years of work experience in manufacturing, consumer goods and real estate industries. Pankaj Bimal Mohan Jain, aged 43 years, is the Head - Customer Relationship Management and International Sales of the Company. He holds a bachelor‟s degree in Textile Engineering (Technology) from Maharaja Sayajirao University, Baroda. He joined our Company on January 1, 2012 and is responsible for sales & customer relationship management. He has 22 years of work experience domestic and international sales & marketing and customer relationship management and its related areas. Sharat Kumar Jha, aged 49 years, is the Head - Human Resources and Administration of the Company. He has completed his Bachelor in Commerce (Marketing) Honours from Maharaja Sayajirao University, Baroda and has also done Masters in Science in Defence Strategic Studies from Chennai University. He joined our Company on April 13, 2015. Prior to joining our Company, he was working with Cadila Pharmaceuticals Limited. He has 25 years of experience in human resource operations and administrations and has the same role and responsibilities in our Company. Rajeshbhai Muljibhai Barot, aged 54 years, is the Chief Manager - Legal of the Company. He has done his Bachelors in Commerce and is also a Law graduate from Gujarat University. He joined our Company on July 16, 2013. He is responsible for all the legal matters of the Company. Prior to joining our Company he was working with Bakeri Engineering & Infrastructure Limited. He has 25 years of experience in legal and related matters.

117

Madhusudhan Hanmanth Rao Karatgi, aged 52 years, is the Business Head – Bangalore of the Company. He holds a Bachelor‟s degree in Civil Engineering and Post Graduate Diploma in Management, and is a member of Royal Institution of Chartered Surveyors (MRICS). He joined our Company on April 2, 2014. He is responsible for business development, marketing, sales & project management for Bangalore region. Prior to joining our Company he has worked with XS Real Properties Limited, Chennai as Chief Executive Officer and was whole-time director of Special Purpose Vehicles with Government of Singapore Investment Corporation as Foreign Direct Investment partner and also has served as Country Operations Director for Turner Corporation in India. He has more than 27 years of experience in real estate, operations and project management, private equity, business development and risk management. All the abovementioned Key Managerial Personnel are permanent employees of our Company. Relationship between the Directors and Key Managerial Personnel There is no family relationship between the Directors and Key Managerial Personnel of our Company. Shareholding of Key Managerial Personnel Except Prakash Makwana who holds 10 Equity Shares of the Company, none of our Key Managerial Personnel holds Equity Shares in our Company as on the date of this Information Memorandum. Arrangements with major shareholders, customers, suppliers and others There is no arrangement or understanding between our Company and major shareholders, customers, suppliers or others, pursuant to which of any of the key managerial personnel was selected as a Director or member of senior management of our Company. Service agreements Except for the terms set forth in the appointment letters, the Key Managerial Personnel have not entered into any other contractual arrangements or service agreements with our Company for provision of benefits or payments of any amount upon termination of employment. Changes in the Key Managerial Personnel during the last three years Name of Key Managerial Personnel

Date of change Reason for change

Sharat Jha April 13, 2015 Appointment as Head- Human Resources and Administration

Kamal Singal March 28, 2015 May 8, 2015

Appointment as Chief Executive Officer Appointment as Managing Director

Mehul Shah Septmber 20, 2012 March 28, 2015

Appointment as Head-Finance & Accounts Designated as Chief Financial Officer

Madhusudhan Hanmanth Rao Karatgi

April 2, 2014 Appointment as Business head – Bangalore

Prakash Makwana September 13, 2013 March 28, 2015

Appointment as Company Secretary Designated as Compliance Officer

Rajesh Barot July 16, 2013 Appointment as Head- Legal Labhu Ram Bansal March 24, 2014 Appointment as Head Commercial & Controls Chirag Arunkumar Shah November 4, 2012 Appointment as Head – Civil & Execution Bonus or profit sharing plan for Key Managerial Personnel Our Company does not have a bonus or a profit sharing plan for the present Key Managerial Personnel.

118

Interests of Key Managerial Personnel The Key Managerial Personnel do not have any interest in our Company other than to the extent of the remuneration or benefits to which they are entitled to as per their terms of appointment and reimbursement of expenses incurred by them during the ordinary course of business. Further, certain of our Key Managerial Personnel are Directors or Designated Partners in some of our Subsidiaries and LLPs.

119

OUR PROMOTERS AND PROMOTER GROUP

Our Company is listed by way of the demerger of the Real Estate Undertaking of Arvind Limited. Arvind Limited is listed on the BSE, NSE and ASE. The names and details of the Promoters of our Company are given below: 1. Aura Securities Private Limited 2. Sanjaybhai Shrenikbhai Lalbhai 3. Punit Sanjaybhai Lalbhai 4. Sanjaybhai Shrenikbhai Lalbhai (As trustee of Sanjay Family Trust) 5. Jayshreeben Sanjaybhai Lalbhai 1. Aura Securities Private Limited (“ASPL”) Brief History ASPL was incorporated in the name of “Textilespace Technologies Limited” on June 22, 2000 under the provisions of the Companies Act, 1956. The name of ASPL changed from “Textilespace Technologies Limited” to “Aura

Securities Private Limited” on June 25, 2003. The CIN of ASPL is U51909GJ2000PTC038248. The registered office of ASPL is located at 1st Floor, Akshay Building, B/H Vadilal House 53, Shrimali Society, Navrangpura, Ahmedabad, Gujarat – 380 009. Brief History ASPL has changed its main objectives from textiles and online web business to business of investment in shares and securities, providing consultancy in the field of finance and financing of industrial enterprises, housing finance etc. It is one of the Promoter Companies of Arvind Limited (Formerly The Arvind Mills Limited), Ahmedabad and has 3 subsidiary companies namely: Anukul Investments Private Limited, Shruti Tradelink Private Limited and Aura Merchandise Private Limited. Promoters of ASPL Promoters of ASPL are as follows:- 1. Sanjaybhai Shrenikbhai Lalbhai 2. Punit Sanjaybhai Lalbhai 3. Sanjaybhai Shrenikbhai Lalbhai (As trustee of Sanjay Family Trust) 4. Jayshreeben Sanjaybhai Lalbhai Current Nature of Activities ASPL is currently an NBFC registered with Reserve Bank of India. ASPL also operates Franchisee stores under the brand name “Tommy Hilfiger” at Mumbai, Gurgaon and Lucknow. Shareholding Pattern The shareholding pattern of ASPL as on the date of the Information Memorandum is as follows: Name of the Shareholder Number of Equity Shares held Percentage of

shareholding (in %) Punit Lalbhai 26 0.00 Sanjay Lalbhai 4,33,82,866 45.09% Jayshree Lalbhai 7,944 0.01%

120

Name of the Shareholder Number of Equity Shares held Percentage of shareholding (in %)

Sanjaybhai Lalbhai (as a trustee of Sanjay Family Trust)

5,19,99,844

54.04%

Jayshreeben Lalbhai (as a trustee of Sanjay Family Trust)

4,000

0.00%

Sanjaybhai Lalbhai (as a trustee of Sanjay Family Trust)

200 0.00%

Sanjaybhai Lalbhai (as a trustee of Panna Shrenik Family Trust)

8,25,000

0.86%

Total 9,62,19,880 100.00% Board of Directors As on date of the Information Memorandum, the board of directors of ASPL comprises of the following persons: Name Designation Shreyas Sheth Director Kamalbhai Sheth Director Financial Information

in ` Lacs Particulars As on March 31, 2014 As on March 31, 2013 As on March 31, 2012 Share Capital 9,621.99 9,621.99 9,620.42 Sales and other income 3,543.81 2,764.66 2,083.76 Profit/Loss after tax 1,924.21 519.05 580.77 Reserves (excluding revaluation reserves) and Surplus

16,300.10 14,375.89 13,858.41

Earning per share (in `) 2.00 0.54 0.60 Diluted Earning per share (in `)

2.00 0.54 0.60

Net Asset Value per share 26.94 24.94 24.41 2. Sanjay Shrenikbhai Lalbhai Voter’s ID: JYZ2712859 Driving License: GJ01 20090089356 Residential address: Lalbaug, Shahibaug, Ahmedabad - 380 004. Gujarat, India For further details relating to Sanjaybhai Lalbahi, including his other directorships, please refer to the chapter titled “Our Management” beginning on page 105 of this Information Memorandum. 3. Punit Sanjay Lalbhai Punit Sanjay Lalbhai, 33 years, is one of the promoters of our Company. He is the Executive Director of Arvind Limited. He has obtained his Master's degree in Business Management from INSEAD (European Institute of Business Administration), France specializing in strategy and general management. He has also obtained his post-graduate degree in Environmental Science from Yale University, USA and a Bachelors degree in Science (Conservation Biology) from University of California, USA. He is currently working on building new businesses for Arvind Limited such as advanced materials, engineering & agribusiness. Voter’s ID: JYZ2853950 Driving License: GJ01-068295-08 Residential address: Lalbaug, Shahibaug, Ahmedabad - 380 004. Gujarat, India

121

4. Sanjaybhai Shrenikbhai Lalbhai (As trustee of Sanjay Family Trust) Sanjay Family Trust has been established as a Trust vide Trust Deed dated July 30, 1999. The place of business of the Sanjay Family Trust is located at Block no 53, Akshay building, Shrimali Society, Navrangpura, Ahmedabad – 380 009, Gujarat. Sanjaybhai Shrenikbhai Lalbhai and Jayshreeben Sanjaybhai Lalbhai are the Trustees of the Sanjay Family Trust. Beneficiaries of Sanjay Family Trust are Sanjay Shrenikbhai, HUF of Sanjay Shrenikbhai, Jayshreeben Sanjaybhai, Punit Sanjaybhai, Kulin Sanjaybhai, wife of Punit Sanjaybhai and Kulin Sanjaybhai and children of Punit Sanjaybhai and Kulin Sanjaybhai. 5. Jayshreeben Sanjaybhai Lalbhai Jayshreeben Sanjaybhai Lalbhai, aged 58 years is one of the Promoters of our Company. She is wife of Sanjaybhai Shrenikbhai Lalbhai. She has Bachelor‟s degree in Arts from Bombay University. She also holds a diploma in Nursery Teacher‟s Training from Sophia Polytechnic, Mumbai. She has been conferred the Degree of Master of Education (Special Education) by the Gujarat University. She holds directorships in Anukul Investments Private Limited, Able Investments Private Limited, Animesh Holdings Private Limited, and Avirat Investments Private Limited. Voter’s ID: JYZ2712842 Driving License: GJ01 20070054476 Residential address: Lalbaug, Shahibaug, Ahmedabad – 380 004. Gujarat, India For details pertaining to other ventures of our Promoters refer to the sub-section titled “Our Group Companies” on page 124 of this Information Memorandum. Change in Management and control of our Company There has been no change in management and control of our Company Common Pursuits Our Subsidiaries are engaged in the line of business which is similar to that of our Company. Further except as disclosed in the Information Memorandum, none of our Promoters have any interest in any venture that is involved in any activities similar to those conducted by our Company. Interest of our Promoters in the Promotion of our Company Our Promoters are interested in the promotion of our Company and are also interested to the extent of their shareholding of Equity Shares from time to time, for which they are entitled to receive the dividend declared, if any, by our Company. Our Promoters may also be deemed to be interested to the extent of remuneration and/or reimbursement of expenses payable to them under the Articles/their terms of appointment. Our Promoters do not have any interest in any property acquired by our Company within two years of the date of this Information Memorandum or currently proposed to be acquired by our Company, or in any transaction by our Company for acquisition of land, construction of building or supply of machinery. Other Information Further, our Promoters have not been identified as wilful defaulter by the Reserve Bank of India or any Government Authority and there are no violations of securities laws committed by our Promoters in the past and no such proceedings are pending against our Promoters. No penalties have been imposed on our promoters by any statutory or regulatory authority in the last five years. Further, SEBI has not barred or restricted any of our Promoters from accessing capital markets for any reasons.

122

Companies / Firms from which our Promoters have disassociated themselves in last 3 years None of our Promoters have disassociated themselves from any of the companies, firms or other entities during the last 3 years preceding the date of this Information Memorandum except as stated below.

Sr.No.


Company / Firm from which disassociated

Relationship

Details of Disassociation

Reasons for

disassociation

Circumstances

leading to disassocia

tion

1 Mr. Sanjaybahi Lalbhai

Torrent Pharmaceuticals Ltd Director

Resignaton wef 26-07-2013

Resignation Normal

2 Mr. Sanjaybahi Lalbhai

Ananya Investments Private Limited Director

Resignaton wef 03-06-2013

Resignation Normal

3 Mrs. Jayshreeben Lalbhai

Jayshree Trading Company (Firm)

Partner Firm Dissolved

Firm dissolved due to death of other partner on 19-06-2014

Details of our Promoter Group

Sr. No.

Particulars

Individuals 1. Samvegbhai Arvindbhai Lalbhai 2. Anamikaben Samvegbhai Lalbhai 3. Saumya Samvegbhai Lalbhai 4. Hansaben Niranjanbhai Lalbhai 5. Badlani Manini Rajiv 6. Sunil Lalbhai 7. Swati Siddharth Lalbhai 8. Vimlaben S. Lalbhai 9. Taral S. Lalbhai 10. Bhupendra M Shah 11. Kalpanaben Shripalbhai Morakhia

Promoter Group Companies 1. AML Employees‟ Welfare Trust 2. Adore Investments Private Limited 3. Aeon Investments Private Limited 4. Amardeep Holdings Private Limited 5. Amazon Investments Private Limited 6. Aayojan Resources Private Limited 7. Adhinami Investments Private Limited 8. Anusandhan Investments Limited 9. Akshita Holdings Private Limited 10. Atul Limited 11. Aagam Holdings Private Limited

Interest of Promoters/ Promoters Group

123

Sanjaybhai Lalbhai holds 2,00,155 Equity Shares in our Company, out of which 10 Equity Shares is held by him in the capacity as Trustee of Sanjay Family Trust and is therefore interested to the extent of his shareholding and the dividend declared, if any, by our Company. Moreover, certain Promoters are also on the Board of Directors of our certain Promoters Group Companies (aforementioned) and may deemed to be interested to the extent of their shareholding in those Companies, for which they are entitled to receive the dividend declared and other distributions in respect of Equity Shares, if any, or payments made by those Promoter Group Companies , if any, to the Promoters or may deemed to be interested to the extent of being Directors in the said Promoters Group Companies. Payment of benefits to our Promoters and Promoter Group during the last two years Other than the benefits mentioned in the related party transactions as per AS-18 there has been no payment of any amount of benefits to our Promoters or the members of our Promoter Group during the last two years from the date of this Information Memorandum nor is there any intention to pay or give any benefit to our Promoters or Promoter group as on the date of this Information Memorandum. For further details, please refer to the paragraph titled ―

“Related Party Transactions” beginning on page 155 in the chapter titled ― “Financial Information” beginning on page 141 of this Information Memorandum.

124

OUR GROUP COMPANIES

Pursuant to Clause (IX) (C) (2) of Part A of Schedule VIII of the SEBI (ICDR) Regulations, 2009, the financial and other information of the group companies are given below:

OUR GROUP COMPANIES

1. Arvind Limited;

2. Shruti Tradelink Private Limited; 3. Aura Merchandise Private Limited; 4. Anukul Investments Private Limited; 5. Anagram Knowledge Academy Limited; and 6. Amplus Capital Advisors Private Limited. None of the companies mentioned above are listed on any of the Stock Exchanges except Arvind Limited. Additionally, none of these companies are sick companies within the meaning of the Sick Industrial Companies (Special Provisions) Act, 1985 or none of these companies have been referred to the Board for Industrial and Financial Reconstruction. 1. Arvind Limited (“AL”) Corporate Information AL was incorporated in the name of “Arvind Mills Limited” on June 1, 1931 under the provisions of the Companies Act, 1913. The name of AL changed from “Arvind Mills Limited” to “Arvind Limited” pursuant to fresh certificate of incorporation dated May 12, 2008. The CIN of AL is L17119GJ1931PLC000093. The registered office of AL is located at Naroda Road, Ahmedabad – 380 025, Gujarat. Current Nature of Activities AL was originally incorporated for manufacturing and marketing of textile products. However, it has grown and diversified in several distinct business activities through different undertakings, broadly in four categories, namely:

1. Textile Business Division related to activities of Denim Manufacturing, Yarn Manufacturing, Apparels, Marketing through EBO stores etc.

2. Engineering Business Division related to activities of water, waste water and solid waste management and turnkey projects (“Other Manufacturing Management Business”).

3. Investment Business Undertaking related to Textile Business and Investments in Joint Ventures related to Textile Business and Investment in Engineering Business division (Textile and Engineering Infrastructure Undertaking) and

4. Real Estate Undertaking– Infrastructure and Construction business that includes investments in shares and other securities of Real Estate division and Land, other movable and immoveable properties, inventories, receivables, Loans and advances and liabilities of the Real Estate division.

Board of Directors The board of directors of AL consists of:

1. Mr. Sanjaybhai Lalbhai 2. Mr. Jayesh Shah

125

3. Mr. Punit Lalbhai 4. Mr. Kulin Lalbhai 5. Mr. Bakul Dholakia 6. Mr. Dileep Choksi 7. Mr. Samir Mehta 8. Ms. Renuka Ramnath 9. Mr. Vallabh Bhansali 10. Mr. Nilesh Shah

Shareholding Pattern The equity shares of AL (each of face value `10) are listed on BSE and NSE. The shareholding pattern of AL as on March 31, 2015 is as follows:

Category Code


No of shareholders

Total Number of Shareholders

No of shares held in dematerialized form


As a percentage of A+B+C

Shares Pledged or otherwise encumbered (. Number of shares)

Shares Pledged or Otherwise Encumbered (% of Num Ber of shares) )

(I) (II) (III) (IV) (V) (VI) (VII) (A) Promoter and

Promoter Group

(1) Indian (a) Individuals/H

indu Undivided Family

20 23,41,906 23,41,906 0.91 0.91 0 0.00

(b) Central Government/ State Government(s)

0 0 0.00 0.00 0.00 0 0.00

(c) Bodies Corporate

15 11,06,16,029

11,06,16,029

42.83 42.83 4,55,000 0.41

(d) Financial Institutions/Banks

0

0 0 0.00 0.00 0 0.00

(e) Any other(specify)

Any other Total

0 0 0.00 0.00 0.00 0 0.00

Sub-Total (A) (1)

35 11,29,57,935

11,29,57,935

43.74 43.74 4,55,000 0.40

(2) Foreign (a) Individuals(N

on-resident Individuals/

0 0 0 0 0 0 0

126

Category Code


No of shareholders







Foreign Individuals)

(b) Body Corporate

0 0 0 0 0 0 0

(c) Institutions 0 0 0 0 0 0 0 (d) Qualified

Foreign Investor

0 0 0 0 0 0 0

(e) Any other(specify)

Any other Total

0 0 0 0 0 0 0

Sub-Total(A) (2)

0 0 0 0 0 0 0

Total Shareholding of Promoter and Promoter Group (A) = (A) (1) + (A) (2)

35 11,29,57,935

11,29,57,935

43.74 43.74 4,55,000 0.40

(B). Public Shareholding

(1) Institutions (a) Mutual

Funds/UTI 101 2,20,93,44

2 2,20,82,679 8.56 8.56 0 0.00

(b) Financial

Institutions/ Banks

57 82,021 73,492 0.03 0.03 0 0.00

(c) Central Government / State Governments(s)

1 500 500 0.00 0.00 0 0.00

(d) Venture Capital Funds

0 0 0 0.00 0.00 0 0.00

(e) Insurance Companies

2 1,55,92,217

1,55,91,817 6.04 6.04 0 0.00

(f) Foreign Institutional Investors

148 4,25,48,733

4,25,26,826 16.48 16.48 0 0.00

127

Category Code


No of shareholders







(g) Foreign Venture Capital Investors

0 0 0 0.00 0.00 0 0.00

(h) Qualified Foreign Investor

0 0 0 0.00 0.00 0 0.00

(i) Any Other (specify)

Foreign Banks/ IFCW

3 1,113 963 0.00 0.00 NA NA

Any other Total

3 1,113 963 0.00 0.00 0 0.00

Sub-Total (B) (1)

312 8,03,18,026

8,02,76,277 31.10 31.10 0 0.00

(2) Non-Institutions

(a), Bodies Corporate

1,548 1,27,65,100

1,27,11,259 4.94 4.94 0 0.00

(b) Individuals (i) Individual

shareholders holding nominal share capital up to Rs. 1 lakh

1,82,771 2,73,76,383

2,41,72,335 10.60 10.60 0 0.00

(ii) Individual Shareholders holding nominal share capital in excess of Rs. 1 lakh

177 68,98,849 68,62,711 2.67 2.67 0 0.00

(c) Qualified Foreign Investor

0 0 0 0.00 0.00 0 0.00

(d) Any other (specify)

Foreign Portfolio – Corporate

33 1,63,54,664

1,63,54,664 6.33 6.33 NA NA

Clearing Members

187 28,46,26 28,46,26 0.11 0.11 NA NA

128

Category Code


No of shareholders







NRI/OCBs 1,460 12,85,283 11,17,970 0.50 0.50 NA NA Trusts 11 2,203 2,203 0.00 0.00 NA NA Sub-Total

(B) (2) 1,86,187 6,49,67,10

8 6,15,05,768 25.16 25.16 0 0.00

Total Public Shareholding (B) =

1,86,499 14,52,85,134

14,17,82,045

56.26 56.26 0 0.00

TOTAL (A) + (B)

1,86,534 25,82,43,069

25,47,39,980

100.00 100.00 4,55,000 0.18

(C) Shares held by Custodians against which Depository Receipts have been issued.

C1 Promoter and Promoter Group

0 0 0 0.00 0 0.00

C2 Public 0 0 0 0.00 0 0.00 Total

C=C1+C2 0 0 0 0.00 0 0.00

GRAND TOTAL (A) + (B) + (C)

1,86,534 25,82,43,069

25,47,39,980

100.00 100.00 4,55,000 0.18

Capital Structure The Capital Structure of the Company as on March 31, 2015:

Financial Information (Standalone) (in ` Lacs)

Particulars As on March 31, 2015 As on March 31, 2014 As on March 31, 2013

Share Capital 25,824 25,817 25,804


Authorized share capital (56,50,00,000 equity shares of `10 each) (1,00,00,000 Preference Shares of Rs.100 Each

565,00,00,000 100,00,00,000

Issued, Subscribed and paid-up share capital (25,82,43,069 equity shares of ` 10 each)

2,582,430,690

129


Sales and other income 5,22,469 4,85,992 3,87,375 Profit/Loss after tax 37,743 36,139 26,122 Reserves (excluding revaluation reserves) and Surplus

23,1828 2,10,342 1,76,368


14.61 14.00 10.12

Net Asset Value per share 99.77 91.47 78.35 Stock Market Data The details of the highest and lowest price on the BSE and the NSE during the preceding 6 months are as follows: BSE NSE Month High (`) Low (`) High (`) Low (`) July, 2015 323.60 266.20 323.80 266.40 June, 2015 271.20 216.20 271.45 216.30 May, 2015 274.00 222.00 274.00 222.00 April, 2015 289.90 243.50 290.00 243.50 March, 2015 326.85 252.45 327.00 252.10 February, 2015 319.15 274.40 319.85 272.50 January, 2015 299.90 256.65 300.25 256.30 Source: BSE Official website i.e. www.bseindia.com and NSE Official website i.e. www.nseindia.com The closing share price of AL as on July 31, 2015 on the BSE was `318.20 per equity share and the NSE was `318.45 per equity share. The market capitalization of AL as on July 31, 2015 was `8,217.29 Crores on the BSE and ` 8,223.75 Crores on the NSE. Details of Public Issue/Rights Issue of capital in the last 3 years AL has not made any public issue/ rights issue during the last 3 years. Mechanism for redressal of Investor grievance The Company has appointed registrars & transfer agents, Sharepro Services (India) Pvt. Limited (“RTA”) having their Corporate Office at 13 AB Samhita Warehousing Complex, Sakinaka Telephone Exchange Lane, Sakinaka, Andheri (East), Mumbai – 400 072 and Ahmedabad Office at 416-420, 4th Floor, Devnandan Mall, Opp. Sanyas Ashram, Ellisbridge, Ahmedabad - 380 006 as RTA to redress investors‟ grievances. All share related matters, namely transfer, transmission, transposition, dividend, change of name, address, replacement, split, consolidation, dematerialization and rematerialisation of shares, issue of duplicate certificates etc. are handled by RTA. AL has an established mechanism for Investor service and grievance handling with its RTA and the compliance officer appointed by it. The board of directors of AL has constituted a „Stakeholders Relationship Committee‟

which, inter alia, consider Stakeholders/Shareholders and Investors complaints including transfer of shares, non receipt of balance sheet, non receipt of dividend warrant, etc and to redress genuine grievances of Shareholders and Investors.

http://www.bseindia.com/

http://www.nseindia.com/

130

The RTA under the supervision of the secretarial department of AL looks after the investor‟s grievance. The company secretary of AL has been appointed as compliance officer for this purpose. At each meeting of Stakeholders‟ Relationship Committee all matters pertaining to investors including their grievances and redressal are reported. RTA redresses physical complaints within 15 days and for complaints received by email it redresses within 2-3 from the date of its receipt. Since AL‟s shares are compulsorily traded in demat segment on the stock exchanges, bulk of transfers take place in

electronic form. For expediting physical transfers, the board of AL has delegated transfer formalities to certain officers of AL who attend to them at least 3 times in a month. Physical transfers are effected within the statutory period of one month. AL has also formed the stakeholders‟ relationship committee and it has four members, comprising of two non executive directors and two executive directors. The terms of reference of the said committee are as under: 1. To specifically look into the redressal of Investors‟ Grievances pertaining to:

• Transfer of shares and debentures; • Non-receipt of declared dividends, interests and redemption proceeds of debentures; • Dematerialization of Shares and debentures; • Replacement of lost, stolen, mutilated share and debenture certificates; • Non-receipt of rights, bonus, split share and debenture certificates; • Non-receipt of balance sheet.

2. To look into other related issues towards strengthening investors‟ relations.

3. To consider and approve issuance of share / debenture certificates including duplicate share/debenture certificates.

4. To look into the reasons for any defaults in the payment to the depositors, debenture holders, shareholders (in case of non-payment of declared dividends) and creditors.

Status of Complaints Details of Complaints / Queries received and redressed during April 1, 2014 till March 31, 2015:

Sr. No.

Particulars of Complaints / Queries Received Redressed Pending as on March 31, 2015

1 Non receipt of Share Certificates – Direct from Shareholders - Received from SEBI

Nil 8

Nil 8

Nil Nil

2 Non receipt of Dividend /Interest Warrants - Direct from Shareholders - Received from SEBI

32 5

32 5

Nil Nil

3 Confirmation of Demat Credit Nil Nil Nil 4 Non receipt of Debentures Redemption payment Nil Nil Nil 5 Non receipt of letter of offer, allotment advice, share certificates

etc. for Rights Issue & others Nil Nil Nil

6 Others - Complaints received from SEBI, Stock Exchanges, NSDL, ROC, Company Law Board etc.

Nil Nil Nil

Total 45 45 Nil

Interest of Promoters

Our Promoters are also promoters of AL and holds 43.76% shareholding in AL.

131

Other disclosures

AL is not sick company within the meaning of Sick Industrial Companies (Special Provisions) Act, 1985 and is not under the Board for Industrial and Financial Reconstruction. Further, AL is not under winding up, neither does it have a negative net-worth. Further, no action has been taken against the AL by any of the stock exchanges or SEBI. AL has not incurred loss in the immediately preceding financial year, i.e. 2015. AL is not a defunct company and no application was made to the Registrar of Companies for striking off the name of AL during the five years preceding the date of filing of this Information Memorandum. There are no defaults in meeting any statutory / bank / institutional dues. No proceedings have been initiated for economic offences against AL. 2. Shruti Tradelink Private Limited (“STPL”) Corporate Information STPL was incorporated on May 7, 1997 under the provisions of the Companies Act, 1956. The CIN of STPL is U67120GJ1997PTC032271. The registered office of STPL is located at 1st Floor, Akshay Building, B/H. Vadilal House, 53, Shrimali Soceity, Navrungpura, Ahmedabad – 380 009, Gujarat. Current Nature of Activities STPL is currently not engaged in any business activities. Board of Directors The board of directors of STPL consists of:

1. Jagdish Dalal 2. Jayesh Thakkar

Shareholding Pattern Sr. No.

Name of Shareholders Number of Shares Percentage of share capital (%)

1. Aura Securities Private Limited 9,999 99.99 2. Kamal Sheth (as a nominee of Aura

Securities Private Limited) 1 0.01

Total 10,000 100.00

Capital Structure The Capital Structure of the Company as on March 31, 2015:


Authorized share capital (10,000 equity shares of ` 10 each)

1,00,000

Issued, Subscribed and paid-up share capital (10,000 equity shares of ` 10 each)

1,00,000

Financial Information

132

(in ` Lacs)


Equity Capital 1.00 1.00 1.00 Sales and other income Nil Nil 0.13 Profit/Loss after tax (0.20) (0.23) 0.03 Reserves (excluding revaluation reserves) and Surplus

(4.49) (4.29) (4.06)

Earning per share (in `) (1.96) (2.34) 0.25 Diluted Earning per share (in `)

(1.96) (2.34) 0.25

Net Asset Value per share (34.88) (32.93) (30.59)

Interest of Promoters One of our Promoters Aura Securities Private Limited holds 100% shareholding in STPL. Other disclosures

Equity shares of STPL are not listed on any of the stock exchanges. Further, it has not made any public/rights issue in last 5 years. Accordingly, data regarding the highest and lowest market price of shares of STPL during the preceding six months is not applicable. Further, no action has been taken against the STPL by any of the stock exchanges or SEBI. STPL is not sick company within the meaning of Sick Industrial Companies (Special Provisions) Act, 1985 and is not under the Board for Industrial and Financial Reconstruction. Further, STPL is not under winding up. STPL has incurred loss in the immediately preceding financial year, i.e. 2015. STPL is not a defunct company and no application was made to the Registrar of Companies for striking off the name of STPL during the five years preceding the date of filing of this Information Memorandum. There are no defaults in meeting any statutory / bank / institutional dues. No proceedings have been initiated for economic offences against STPL. 3. Aura Merchandise Private Limited (“AMPL”) Corporate Information AMPL was incorporated on December 20, 2011 under the provisions of the Companies Act, 1956. The CIN of AMPL is U52390GJ2011PTC068302. The registered office of AMPL is located at 1st Floor, Akshay Building, B/H. Vadilal House, 53, Shrimali Soceity, Navrungpura, Ahmedabad – 380 009, Gujarat. Current Nature of Activities AMPL is currently not engaged in any business activities. Board of Directors The board of directors of AMPL consists of:

1. Devanshu Desai 2. Hemen Joshi

133



1. Aura Securities Private Limited 9,980 99.80 2. Hemen Joshi (as a nominee of Aura

Securities Private Limited) 10 0.10

3. Devanshu Desai (as a nominee of Aura Securities Private Limited)

10 0.10

Total 10,000 100.00 Capital Structure

The Capital Structure of the Company as on March 31, 2015:



1,00,000


1,00,000

Financial Information (in ` Lacs)


Equity Capital 1.00 1.00 1.00 Sales and other income Nil Nil Nil Profit/Loss after tax (0.17) (0.07) (0.07) Reserves (excluding revaluation reserves) and Surplus

(0.50) (0.32) (0.25)

Earning per share (in `) (1.74) (0.73) (0.73) Diluted Earning per share (in `)

(1.74) (0.73) (0.73)


Interest of Promoters One of our Promoters Aura Securities Private Limited holds 100% shareholding in AMPL. Other disclosures

Equity shares of AMPL are not listed on any of the stock exchanges. Further, it has not made any public/rights issue in last 5 years. Accordingly, data regarding the highest and lowest market price of shares of AMPL during the preceding six months is not applicable. Further, no action has been taken against the AMPL by any of the stock exchanges or SEBI. AMPL is not sick company within the meaning of Sick Industrial Companies (Special Provisions) Act, 1985 and is not under the Board for Industrial and Financial Reconstruction. Further, AMPL is not under winding up. AMPL has incurred loss in the immediately preceding financial year, i.e. 2015. AMPL is not a defunct company and no application was made to the Registrar of Companies for striking off the name of AMPL during the five years preceding the date of filing of this Information Memorandum.

134

There are no defaults in meeting any statutory / bank / institutional dues. No proceedings have been initiated for economic offences against AMPL. 4. Anukul Investments Private Limited (“AIPL”) Corporate Information AIPL was incorporated on March 17, 1981 under the provisions of the Companies Act, 1956. The CIN of AIPL is U65990GJ1981PTC004190. The registered office of AIPL is located at 1st Floor, Akshay Building, B/H. Vadilal House, 53, Shrimali Soceity, Navrungpura, Ahmedabad – 380 009, Gujarat. Current Nature of Activities AIPL is currently not engaged in any business activities. Board of Directors The board of directors of AIPL consists of:

1. Jayshreeben Lalbhai 2. Kalpana Morakhia



1. Aura Securities Private Limited 2,01,400 99.45 2. Sanjaybhai Shrenikbhai Lalbhai (as a

Trustee of Sanjay Family Trust) 1,113 0.55

Total 2,02,513 100.00% Capital Structure



Authorized share capital (9,90,000 equity shares of `10 each) (6,000 4% Non Cum.Red Pref Share of Rs.100/-) (95,000 12% Non Cum Red Pref. Shares of Rs. 100/-) TOTAL

99,00,000 6,00,000 95,00,000 2,00,00,000

Issued, Subscribed and paid-up share capital (2,02,513 equity shares of `10 each) (6,000 4% Non Cum.Red Pref Share of Rs.100/-) (95,000 12% Non Cum Red Pref. Shares of Rs. 100/-) TOTAL

20,25,130 6,00,000 95,00,000 1,21,25,130



135


Equity Capital 20.25 20.25 20.25 Sales and other income 0.28 0.17 0.28 Profit/Loss after tax (3.91) (11.65) (5.55) Reserves (excluding revaluation reserves) and Surplus

(25.64) (21.73) (10.08)


(1.93) (0.09) (0.45)

Net Asset Value per share (2.66) (0.73) 5.02

Interest of Promoters Our Promoters Aura Securities Private Limited holds 99.45% and Sanjay Family Trust holds 0.55% shareholding in AIPL. Other disclosures

Equity shares of AIPL are not listed on any of the stock exchanges. Further, it has not made any public/rights issue in last 5 years. Accordingly, data regarding the highest and lowest market price of shares of AIPL during the preceding six months is not applicable. Further, no action has been taken against the AIPL by any of the stock exchanges or SEBI. AIPL is not sick company within the meaning of Sick Industrial Companies (Special Provisions) Act, 1985 and is not under the Board for Industrial and Financial Reconstruction. Further, AIPL is not under winding up. AIPL has incurred loss in the immediately preceding financial year, i.e. 2015. AIPL is not a defunct company and no application was made to the Registrar of Companies for striking off the name of AIPL during the five years preceding the date of filing of this Information Memorandum. There are no defaults in meeting any statutory / bank / institutional dues. No proceedings have been initiated for economic offences against AIPL.

5. Anagram Knowledge Academy Limited (“AKAL”)

Corporate Information AKAL was incorporated on February 13, 2008 under the provisions of the Companies Act, 1956. AKAL received certificate of commencement of business on February 18, 2008. The CIN of AKAL is U80212GJ2008PLC052901. The registered office of AKAL is located at Heritage Square, opposite Atlanta Tower, Gulbai Tekra, Ahmedabad – 380 015, Gujarat Current Nature of Activities AKAL is currently engaged in giving tutorial classes for higher studies. Board of Directors The board of directors of AKAL consists of:

1. Jayesh Shah 2. Milan Shah

136

3. Hiren Rao 4. Kulin Lalbhai



1. Aura Securities Private Limited 67,500 37.50 2. Sanjaybhai Lalbhai 1,12.500 62.50

Total 1,80,000 100.00 Capital Structure

The Capital Structure of the Company as on March 31, 2015


Authorized share capital (2,00,000 equity shares of ` 10 each)

20,00,000

Issued, Subscribed and paid-up share capital (1,80,000 equity shares of ` 10 each)

18,00,000



Equity Capital 18.00 18.00 18.00 Sales and other income 563.36 451.18 419.87 Profit/Loss after tax (373.31) (297.35) (244.01) Reserves (excluding revaluation reserves) and Surplus

(1,260.77) (887.46) (590.12)


(2.07) (165.19) (135.56)

Net Asset Value per share (690.43) (483.04) (317.84)

Interest of Promoters One of our Promoters Aura Securities Private Limited holds 100% shareholding in AKAL. Other disclosures

Equity shares of AKAL are not listed on any of the stock exchanges. Further, it has not made any public/rights issue in last 5 years. Accordingly, data regarding the highest and lowest market price of shares of AKAL during the preceding six months is not applicable. Further, no action has been taken against the AKAL by any of the stock exchanges or SEBI. AKAL is not sick company within the meaning of Sick Industrial Companies (Special Provisions) Act, 1985 and is not under the Board for Industrial and Financial Reconstruction. Further, AKAL is not under winding up. AKAL has incurred loss in the immediately preceding financial year, i.e. 2015. AKAL is not a defunct company and no application was made to the Registrar of Companies for striking off the name of AKAL during the five years preceding the date of filing of this Information Memorandum.

137

There are no defaults in meeting any statutory / bank / institutional dues. No proceedings have been initiated for economic offences against AKAL. 6. Amplus Capital Advisors Private Limited (“ACAPL”)

Corporate Information ACAPL was incorporated on December 8, 2011 under the provisions of the Companies Act, 1956. The CIN of ACAPL is U74140GJ2011PTC068131. The registered office of AKAL is located at 24, Government Servant‟s

Society, Adjacent to Municipal Market, C.G. Road, Ahmedabad – 380 009, Gujarat. Current Nature of Activities ACAPL is currently engaged into management of real estate funds. Board of Directors The board of directors of ACAPL consists of:

1. Jagdish Dalal 2. Rohit Choksi



1. Aura Securities Private Limited 3,334 33.34 2. Jayesh K Shah 3,333 33.33 3. Manek Real Property Developers Private Limited 3,333 33.33

Total 10,000.00 100.00 Capital Structure




1,00,000


1,00,000



Equity Capital 1.00 1.00 1.00 Sales and other income 191.19 222.91 137.68 Profit/Loss after tax 5.57 40.14 42.02 Reserves (excluding revaluation reserves) and Surplus

66.64 61.07 20.92


55.73 401.43 420.21

138



Interest of Promoters One of our Promoters Aura Securities Private Limited holds 33.34% shareholding in ACAPL. Other disclosures

Equity shares of ACAPL are not listed on any of the stock exchanges. Further, it has not made any public/rights issue in last 5 years. Accordingly, data regarding the highest and lowest market price of shares of ACAPL during the preceding six months is not applicable. Further, no action has been taken against the ACAPL by any of the stock exchanges or SEBI. ACAPL is not sick company within the meaning of Sick Industrial Companies (Special Provisions) Act, 1985 and is not under the Board for Industrial and Financial Reconstruction. Further, ACAPL is not under winding up. ACAPL has not incurred loss in the immediately preceding financial year, i.e. 2015. ACAPL is not a defunct company and no application was made to the Registrar of Companies for striking off the name of ACAPL during the five years preceding the date of filing of this Information Memorandum. There are no defaults in meeting any statutory / bank / institutional dues. No proceedings have been initiated for economic offences against ACAPL. Other confirmations Further, our Group Companies have confirmed that they have not been identified as wilful defaulters by the RBI or any other governmental authority and there are no violations of securities laws committed by them in the past or any other authorities. Additionally, none of our Group Companies have been restrained from accessing the capital markets for any reasons by the SEBI or any other authorities. Equity shares of our Group Companies have not been listed on any stock exchanges and none of our Group Companies have made any public issues / rights issues in the last three years. Litigation For details of relating to the legal proceeding involving our Group Companies, refer chapter titled “Outstanding Litigation, Defaults and Material Developments” on page 181 of this Information Memorandum. Common Pursuits / Conflict of Interest There are no common pursuits/ conflict of interest amongst any of our Group Companies and our Company. Sales or Purchase between our Group Companies and our Company There have been no sales or purchases between our Company and our Group Companies exceeding in value in the aggregate 10% of the total sales or purchases of our Company. Related Party Transactions Except, as stated in the chapter titled “Financial Information” on page 141 of this Information Memorandum, there are no related party transactions with our Group Companies. Nature and Extent of Interest of Group Companies

139

In the promotion of our Company None of our Group Companies have any interest in the promotion of our Company. In the properties acquired or proposed to be acquired by our Company in the past two years before filing this Information Memorandum None of our Group Companies are interested in the properties acquired or proposed to be acquired by our Company in the two years preceding the filing of this Information Memorandum. In transactions for acquisition of land, construction of building and supply of machinery None of our Group Companies are interested in any transactions for the acquisition of land, construction of building or supply of machinery..

140

DIVIDEND POLICY

The Company does not have any formal dividend policy for the equity shares. The declaration and payment of equity dividend in a company is recommended by our Board of Directors and approved by the shareholders, at their discretion, and will depend on a number of factors, including but not limited to our profits, capital requirements and overall financial condition. The Company has not paid any dividend on its equity shares in the past in order to plough back the surplus. The management would put in place a distribution policy commensurate with future growth plans and available surplus. .

141

SECTION VI – FINANCIAL INFORMATION

FINANCIAL INFORMATION

REPORT OF THE INDEPENDENT AUDITOR ON THE SUMMARY FINANCIAL STATEMENTS To, The Board of Directors, Arvind Infrastructures Limited Ahmedabad. We have examined the attached summary financial statements of ARVIND INFRASTRUCTURE LIMITED („the

Company‟), which comprise of the Summary Balance Sheets as at March 31,2015, March 31, 2014, March 31, 2013, March 31, 2012 and March 31,2011 (Annexure I), the Summary Statements of Profit and Loss for each of the years ended March 31,2015, March 31, 2014, March 31, 2013, March 31, 2012 and March 31,2011 (Annexure II) and Summary Cash Flow Statements for each of the years ended March 31,2015, March 31, 2014, March 31, 2013, March 31, 2012 and March 31,2011 (Annexure III) and a summary of significant accounting policies and other explanatory information which have been derived from audited financial statements of respective years. The figures included in the Summary Financial Statements, do not reflect the effect of events that occurred subsequent to the date of our reports on the respective periods. The summary financial statements do not contain all the disclosures required by the accounting principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014 [applied in the preparation of the audited financial statements of the Company]. Reading the summary financial statements, therefore, is not a substitute for reading the audited financial statements of the Company. Management‟s Responsibility for the Summary Financial Statements The Company‟s Board of Directors is responsible for the matters stated in section 134(5) of the Companies Act,

2013 (“the Act”) with respect to the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. Furthermore the Board of Directors is also responsible for the matters stated in the securities and Exchange Board of India („SEBI‟) – (Issue of Capital and Disclosure Requirements) Regulations,2009 („SEBI guidelines‟) issued by the Securities Exchange Board of India („SEBI‟)

under section 11 of Securities and Exchange Board of India Act,1992 and related clarifications thereto. Auditor‟s Responsibility Our responsibility is to express an opinion on the summary financial statements in accordance with section 26 of the Act read along with Rule 4 of Companies (Prospectus & Allotment of Securities) Rules, 2014 based on the procedures, as stated in Standard on Auditing (SA) 810 , Engagements to Report on Summary Financial Statements”

issued by the Institute of Chartered Accountants of India and in the terms of engagement agreed upon with the company in accordance with our engagement latter dated 14th May, 2015, in connection with its information memorandum for listing of share. This report should not, in any way, be construed as a reissuance or re-dating of any the previous audit reports nor should this be construed as a new opinion on any of the financial statements referred to herein. Furthermore, the audit report is intended solely for use of the management and for inclusion in the information memorandum in Connection with listing of the equity share of the Company. Our report and should not be used for any other purpose without consent in writing. Opinion

142

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid summary financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the company and its profit and its cash flows for the year ended on that date. Based on our Examination of these Summary Financial Statements, we state that: i. Summary Statements have to be read in conjunction with the Significant Accounting Policies and Notes to the

Summary statements of Assets and Liabilities. Summary statement of Profit and Loss and Cash Flow Statement as Arvind Infrastructure Limited given in annexure IV to this report.

ii. The restated Profit have been arrived at after making such adjustments and regrouping as in our opinion are

appropriate in the year to which they relate and described under note 3 (a) appearing in annexure III to this report.

iii. There are no extra ordinary items that need to be disclosed separately in the Summary statements. iv. There is no qualification in the auditors‟ report on the financial statements that require adjustments to the

Summary Statements. FOR G. K. CHOKSI & CO. [Firm Registration No. 101895W] Chartered Accountants ROHIT K. CHOKSI Partner Membership No. 31103 Place : Ahmedabad Date :

143

Annexure - `1': Balance Sheet Amount in `

As at


2015 March 31,

2014 March 31,

2013 March 31,

2012 March 31,

2011 EQUITY AND LIABILITIES Shareholders‟

Fund Share Capital 10,05,00,000.00 10,05,00,000.00 1,05,00,000.00 5,00,000.00 5,00,000.00 Reserves and Surplus 1,16,29,86,158.00

1,05,31,49,790.00 15,03,02,728.00 2,78,99,498.00 8,55,644.00

1,26,34,86,158.00 1,15,36,49,790.00 16,08,02,728.00 2,83,99,498.00 13,55,644.00 Non-Current liabilities Long term borrowings 22,73,29,432.00 0.00 0.00 0.00 3,00,00,000.00 Deferred tax liabilities(Net) 0.00 3,31,753.00 4,46,746.00 7,55,029.00 5,14,823.00 Other Long term Liabilities 7,87,124.00 7,87,124.00 4,82,000.00 0.00

0.00

Long term provisions 32,58,461.00 14,26,077.00 11,63,625.00 8,18,289.00

0.00

23,13,75,017.00 25,44,954.00 20,92,371.00 15,73,318.00 3,05,14,823.00 Current liabilities Short term borrowings 4,76,52,800.00 57,52,800.00 1,14,00,000.00 33,07,40,000.00 21,60,00,000.00 Trade payables 39,67,23,666.00 34,95,93,603.00 34,74,69,806.00 39,67,565.00 27,13,403.00 Other current liabilities 10,13,48,895.00 86,09,72,731.00 1,13,34,67,914.00 5,40,10,990.00 46,14,987.00 Short term provisions 1,21,70,952.00 1,17,24,233.00 28,11,308.00 41,880.00

0.00

55,78,96,313.00 1,22,80,43,367.00 1,49,51,49,028.00 38,87,60,435.00 22,33,28,390.00 Total 2,05,27,57,488.00 2,38,42,38,111.00 1,65,80,44,127.00 41,87,33,251.00 25,51,98,857.00 ASSETS Non-Current assets Fixed assets Tangible assets 2,02,08,045.00 1,30,96,791.00 1,24,21,079.00 51,37,158.00 23,99,860.00 Intangible assets 1,53,464.00 2,82,567.00 15,30,871.00 27,92,558.00 41,26,301.00 Capital Work in Progress

0.00 23,100.00

0.00 0.00

0.00

Intangible assets under progress 1,72,000.00 54,000.00 0.00 0.00

0.00

2,05,33,509.00 1,34,56,458.00 1,39,51,950.00 79,29,716.00 65,26,161.00 Non-Current Investment 8,94,000.00 8,44,000.00 2,00,000.00 1,49,000.00 1,49,000.00 Deferred Tax Assets 1,19,365.00 0.00 0.00 0.00 0.00 Long term Loans and Advances 37,75,18,636.00 39,06,23,628.00 38,49,82,126.00 0.00

0.00

144

As at


2015 March 31,

2014 March 31,

2013 March 31,

2012 March 31,

2011 Other Non-Current Assets 6,02,47,775.00 4,12,33,613.00 2,90,96,604.00 0.00 0.00 43,87,79,776.00 43,27,01,241.00 41,42,78,730.00 1,49,000.00 1,49,000.00 Current Assets Inventories 79,28,57,262.00 41,66,21,046.00 51,95,56,697.00 9,62,94,334.00 2,76,96,030.00 Trade receivables 1,63,12,086.00 25,47,592.00 2,69,30,530.00 18,33,105.00 61,47,098.00 Cash & cash equivalents 1,81,35,414.00 1,22,15,398.00 2,10,46,691.00 56,70,861.00 74,55,289.00 Short term – Loans & advances 76,40,83,628.00 1,50,66,96,376.00 66,22,79,529.00 30,64,86,121.00 20,32,71,305.00 Other Current Assets 20,55,813.00 0.00 0.00 3,70,114.00 39,53,974.00 1,59,34,44,203.00 1,93,80,80,412.00 1,22,98,13,447.00 41,06,54,535.00 24,85,23,696.00 Total 2,05,27,57,488.00 2,38,42,38,111.00 1,65,80,44,127.00 41,87,33,251.00 25,51,98,857.00

Annexure - `2': Statement of Profit & Loss

Amount in `



2015 March 31,

2014 March 31,

2013 March 31,

2012 March 31,

2011 REVENUE Revenue from operations 61,26,78,572.00 43,60,42,847.00 25,97,28,811.00 7,00,10,735.00 30,19,44,343.00 Other Income 28,69,135.00 4,77,284.00 18,37,617.00 13,31,689.00 1,00,53,555.00 Total Revenue 61,55,47,707.00 43,65,20,131.00 26,15,66,428.00 7,13,42,424.00 31,19,97,898.00 EXPENSES Project Development Expenses 61,49,35,971.00 8,90,67,665.00 50,07,89,735.00 5,55,44,167.00 4,10,50,147.00 Change in inventories (37,05,88,696.00) 1,162,45,069.00

(42,06,94,849.00) (6,85,98,304.00) 24,32,35,971.00

Employee benefits expenses 9,91,89,317.00 5,18,11,003.00 3,80,46,220.00 1,10,85,697.00 59,287.00 Finance cost 7,63,79,888.00 4,22,21,011.00 9,26,70,491.00 3,20,68,083.00 2,45,96,889.00 Depreciation and Amortization 33,19,733.00 27,68,389.00 24,36,955.00 17,12,317.00 1,60,192.00 Other expenses 3,87,84,558.00 1,84,55,815.00 2,46,35,420.00 1,22,46,404.00 13,11,315.00 46,20,20,771.00 32,05,68,952.00 23,78,83,972.00 4,40,58,364.00 31,04,13,801.00 Less: Work- in-progress transferred (57,63,923.00) (7,83,359.00) (84,12,491.00) 0.00 0.00 Total Expenses 45,62,56,848.00 31,97,85,593.00 22,94,71,481.00 4,40,58,364.00 31,04,13,801.00 Profit before Tax 15,92,90,859.00 11,67,34,538.00 3,20,94,947.00 2,72,84,060.00 15,84,097.00

145



2015 March 31,

2014 March 31,

2013 March 31,

2012 March 31,

2011 Tax Expenses Current Tax (Including Income tax for earlier year ` 2,469/- (P.Y. `NIL) 4,70,00,000.00 2,40,02,469.00 29,00,000.00 0.00 3,85,000.00 MAT Credit Entitlement 29,00,000.00

0.00 (29,00,000.00) 0.00

0.00

Deferred Tax (4,51,118.00) (1,14,993.00) (3,08,283.00) 2,40,206.00 5,14,313.00 4,94,48,882.00 2,38,87,476.00 (3,08,283.00) 2,40,206.00 8,99,313.00 Profit for the year after tax 10,98,41,977.00 9,28,47,062.00 3,24,03,230.00 2,70,43,854.00 6,84,784.00 Earning per Equity Share:

Basic and diluted 1.09 1.19 22.64

54.09 1.37

Annexure - `3': Cash Flow Statement

Amount in `



2015 March 31,

2014 March 31,

2013 March 31,

2012 March 31,

2011 [A] Cashflow from operating activities Profit/(Loss) for the year before taxation and exceptional items 15,92,90,859.00 11,67,32,070.00 3,20,94,947.00 2,72,84,060.00 15,84,098.00

Adjustments for: (Profit)/Loss from Limited Liability Partnership (2,60,87,713.00) (4,83,31,975.00) (1,84,77,721.00) (4,54,91,274.00) 96,963.00

Depreciation and Amortization 33,19,733.00 27,68,389.00 24,36,955.00 17,12,317.00 1,60,192.00 Loss on sale of Fixed Assets 1,20,567.00 0.00 0.00

0.00

0.00

Finance Cost 7,63,79,888.00 4,22,21,011.00 9,26,70,491.00 3,20,68,083.00 2,45,96,889.00

146



2015 March 31,

2014 March 31,

2013 March 31,

2012 March 31,

2011 Interest Income (2,93,64,639.00) (3,89,69,191.00) (5,36,78,631.00)

(1,81,82,148.00) (1,31,39,848.00)

Operating profit before working capital changes 18,36,58,695.00 7,44,20,304.00 5,50,46,041.00 (26,08,962.00)

1,32,98,294.00

Adjustments for: Trade and other receivables 73,90,53,246.00 (1,82,61,164.00) (6,97,19,029.00)

43,13,993.00 (61,47,098.00)

Inventories (37,62,36,216.00) 10,29,35,651.00 (42,32,62,363.00)

(6,85,98,304.00) 24,32,35,971.00 Short term loan and advances

0.00 0.00 0.00

(7,57,54,196.00) (3,54,74,114.00)

Trade payables and Other Liabilities 4,66,95,564.00 (2,11,39,455.00) 36,73,84,519.00 16,30,76,242.00 46,86,269.00 Cash generated from operations 59,31,71,289.00 (2,63,97,664.00) (69,80,28,832.00) 2,04,28,773.00

21,95,99,322.00

Direct taxes Refund/(paid) (4,66,95,556.00) (1,50,95,740.00) (94,928.00)

10,83,044.00 (10,70,839.00)

Net cash from operating activities [A] 54,64,75,733.00 (4,14,93,404.00) (69,81,23,760.00)

2,15,11,817.00

21,85,28,483.00

[B] Cash flow from investing activities

Investments (50,000.00) (64,36,85,347.00) (6,54,74,189.00)

(2,80,30,844.00)

(16,66,03,964.00

) Purchase of fixed assets (1,11,38,667.00) (22,72,897.00) (84,59,189.00)

(31,15,872.00) (66,57,628.00)

Sale of Fixed Assets 6,15,706.00 0.00 0.00

0.00

0.00

Profit/Loss from Limited Liability Partnership 2,60,87,713.00 4,83,31,975.00 1,84,77,721.00

4,54,91,274.00 (96,963.00)

147



2015 March 31,

2014 March 31,

2013 March 31,

2012 March 31,

2011 Interest received 82,94,664.00 2,68,17,182.00 2,45,99,205.00

2,18,90,187.00 94,29,631.00

Net cash used in investing activities [B] 2,38,09,416.00 (57,08,09,087.00) (3,08,56,452.00)

3,62,34,745.00

(16,39,28,924.00)

[C] Cash flow from financing activities Issuer of Equity Share Capital

0.00 9,00,00,000.00 1,00,00,000.00

0.00

0.00

Security Premium Received

0.00 81,00,00,000.00 9,00,00,000.00

0.00

0.00

Procurement/(Repayment) of long/ short term borrowings 26,92,29,432.00 (56,47,200.00) (31,93,40,000.00)

(3,00,00,000.00)

(4,00,00,000.00)

Finance Cost ( 1 97 26 736.00) (5,57,08,449.00) (8,53,44,940.00) (2,95, 30,989.00) (2,09,72,096.00) Net cash flow from financial activities [C] 24,95,02,696.00 83,86,44,351.00 (30,46,84,940.00)

(5,95,30,989.00) (6,09,72,096.00)

Net Increase/(Decrease) in cash and cash equivalents[A+B+C] 81,97,87,845.00 22,63,41,860.00 (1,03,36,65,152.00) (17,84,427.00) (63,72,537.00) Cash and cash equivalents opening (80,16,52,431.00) (1,02,79,94,291.00) 56,70,861.00

74,55,288.00

1,38,27,825.00

Cash and cash equivalents closing 1,81,35,414.00 (80,16,52,431.00) (1,02,79,94,291.00) 56,70,861.00 74,55,288.00

Annexure - `4': Notes to the Financial Statements

2. Long Term Borrowings [Amount in `]

As at As at As at As at As at

148


2015 March 31,

2014 March,

2013 March 31,

2012 March 31,

2011 Secured Loan Vehicle Loan – HDFC Bank Ltd. 23,29,432.00

0.00

0.00 0.00 0.00

HDFC Bank 0.00

0.00

0.00 0.00 3,00,00,000.00

23,29,432.00

0.00

0.00 0.00 3,00,00,000.00 Unsecured Loan Term Loan – Tata Capital Financial Services Limited

22,50,00,000.00

0.00

0.00 0.00 0.00

22,73,29,432.00

0.00

0.00 0.00 3,00,00,000.00

Vehicle Loan The Vehicle loans amounting to `29,14,918/- (P.Y. `NIL/-) are secured by Vehicles. Terms of Repayment of Loans Secured Loan HDFC Bank Limited- -Loan is repayable in monthly installments of `13,695/- commencing from August, 2014 and last installment falls due on July, 2019. -Loan is repayable in monthly installments of `29,705/- commencing from June, 2014 and last installment falls due on May, 2019. -Loan is repayable in monthly installments of `28,042/- commencing from June, 2014 and last installment falls due on May, 2019. Unsecured Loan Tata Capital Financial Services Limited- Loan is repayable in the month September, 2017.

3. Short Term Borrowings [Amount in `]


Particulars 31st March,

2015 31st March,

2014 31st March,

2013 31st March,

2012 31st March,

2011 Unsecured Loans Repayable on Demands Inter Corporate Deposit

149


Particulars 31st March,

2015 31st March,

2014 31st March,

2013 31st March,

2012 31st March,

2011 Related Parties 2,51,52,800.00 57,52,800.00

0.00 2,37,40,000.00

0.00

Others 2,25,00,000.00

0.00 1,14,00,000.00 30,70,00,000.00 21,60,00,000.00 4,76,52,800.00 57,52,800.00 1,14,00,000.00 33,07,40,000.00 21,60,00,000.00

4. Non Current Investments

[Amount in `]



2015 March 31,

2014 March 31,

2013 March 31,

2012 March 31, 2011 Unquoted, Trade

In Equity Instruments

Arvind Hebbal Homes Pvt. Ltd. (10,000 shares of `10/- each) 1,00,000.00 1,00,000.00 1,00,000.00

0.00

0.00

In Limited Liability Partnership Ahmedabad East Infrastructure LLP 51,000.00 51,000.00 50,000.00 99,000.00 99,000.00 Arvind B Safal Homes LLP 50,000.00 50,000.00 50,000.00 50,000.00 50,000.00 Ahmedabad Industrial Infrastructure (One) LLP 99,000.00 99,000.00

0.00

0.00

0.00

Arvind Alcove LLP 99,000.00 99,000.00

0.00

0.00

0.00

Arvind Altura LLP 99,000.00 99,000.00

0.00

0.00

0.00

Arvind Beyond Five Club LLP 99,000.00

0.00

0.00

0.00

0.00

Arvind and Smart Value Homes LLP

0.00 49,000.00

0.00

0.00

0.00

Arvind Five Homes LLP 99,000.00 99,000.00

0.00

0.00

0.00

Arvind Infracon LLP 99,000.00 99,000.00

0.00

0.00

0.00

150



2015 March 31,

2014 March 31,

2013 March 31,

2012 March 31, 2011 Changodar Industrial Infrastructure (One) LLP 99,000.00 99,000.00

0.00

0.00

0.00

7,94,000.00 7,44,000.00 1,00,000.00 1,49,000.00 1,49,000.00 8,94,000.00 8,44,000.00 2,00,000.00 1,49,000.00 1,49,000.00

5. Long term Loans and Advances [Amount in `]


Particulars March 31, 2015 March 31, 2014 March 31, 2013 March 31, 2012 March, 31 2011 Loans Related party

37,63,67,724.00 38,68,67,724.00 38,16,39,190.00

0.00

0.00

Employees

0.00 1,04,992.00 65,000.00

0.00

0.00

37,63,67,724.00 38,69,72,716.00 38,17,04,190.00

0.00

0.00 MAT Credit Entitlement

0.00 29,00,000.00 29,00,000.00

0.00

0.00

Advance Tax and TDs (Net of Provision)

0.00 0.00 0.00

0.00

0.00

Security Deposit

11,50,912.00 7,50,912.00 3,77,936.00

0.00

0.00

37,75,18,636.00 39,06,23,628.00 38,49,82,126.00

0.00

0.00 The amount dues by : Directors NIL NIL NIL NIL NIL Officers either severally or jointly with other persons NIL NIL NIL NIL NIL

151


Particulars March 31, 2015 March 31, 2014 March 31, 2013 March 31, 2012 March, 31 2011 Firms or private companies in which any director is partner or director or a member. NIL NIL NIL NIL NIL

6. Trade Receivables [Amount in `]


Particulars March 31, 2015 March 31, 2014 March 31, 2013 March 31, 2012 March 31, 2011 Debt outstanding for the period exceeding six months

18,39,305.00

18,72,305.00

16,69,496.00

0.00

0.00

Other debts

1,44,72,781.00

6,75, 287.00

2,52,61,034.00

18,33,105.00

61,47,098.00

1,63,12,086.00

25,47,592.00

2,69,30,530.00

18,33,105.00

61,47,098.00

The amount dues by :

Directors NIL NIL NIL NIL NIL Officers either severally or jointly with other persons NIL NIL NIL NIL NIL

Firms or private companies in which any director is partner or director or a member. NIL NIL NIL NIL NIL

152


Particulars March 31, 2015 March 31, 2014 March 31, 2013 March 31, 2012 March 31, 2011

7. Short term Loans and Advances (Considered good unless otherwise stated) [Amount in `]



2015 March 31,

2014 March 31,

2013 March 31, 2012 March 31, 2011 Additional Contribution in LLPs

18,47,81,940.00

90,29,50,344.00

25,99,08,997.00

19,44,85,808.00

16,64,54,964.00

Loans to Others

10,50,00,000.00

0.00

0.00

0.00

0.00 Advance for Land/Development Rights/Properties Related Holding Company

2,25,36,616.00

0.00

0.00

0.00

Subsidiary Company

0.00

39,77,08,250.00

39,58,28,250.00

10,00,00,000.00

0.00

Others

35,31,11,814.00

16,70,22,001.00

42,00,000.00

0.00

0.00

37,56,48,430.00

56,47,30,251.00

40,00,28,250.00

10,00,00,000.00

0.00 Advances Employees

5,89,161.00

2,99,504.00

2,69,855.00

2,40,330.00

0.00

Contractors & Suppliers

5,15,29,312.00

1,11,99,617.00

11,28,175.00

1,13,07,799.00

3,61,70,205.00

Advance Tax & TDS (Net)

0.00

0.00

0.00

28,092.00

6,46,136.00

Advances Recoverable in cash or kind Service tax on Input Services

8,28,169.00

35,53,135.00

4,78,914.00

46,608.00

0.00

Prepaid Expenses

26,52,242.00

6,94,581.00

4,65,338.00

3,77,484.00

0.00

Others

4,30,54,374.00

2,32,68,944.00

0.00

0.00

0.00

4,65,34,785.00

2,75,16,660.00

9,44,252.00

4,24,092.00

0.00

153



2015 March 31,

2014 March 31,

2013 March 31, 2012 March 31, 2011

76,40,83,628.00

1,50,66,96,376.00

66,22,79,529.00

30,64,86,121.00

20,32,71,305.00 The amount dues by:

Directors NIL NIL NIL NIL NIL Officers either severally or jointly with other persons

10,000.00 NIL NIL NIL NIL

Firms or private companies in which any director is partner or director or a member. NIL NIL NIL NIL NIL

8. Other Income [Amount in `]



2015 March 31,

2014 March 31,

2013 March 31, 2012 March 31, 2011 Interest Income

23,48,558.00

23,464.00

1,82,318.00

41,060.00

1,00,37,922.00

Club House Income

0.00

1,54,229.00

2,29,905.00

0.00

0.00

Other Non-Operating Income Income from Manpower Supply Charges

0.00

0.00

0.00

7,22,386.00

0.00

Sundry Credit Balance Written Back

28,217.00

50,935.00

1,67,366.00

2,88,043.00

7,023.00

Excess Provision of Income Tax

0.00

0.00

0.00

44,530.00

0.00

154



2015 March 31,

2014 March 31,

2013 March 31, 2012 March 31, 2011

Scrap Sales

2,74,036.00

2,34,199.00

1,37,017.00

1,65,472.00

8,060.00 Rent Income – Shops & Office

1,46,850.00

0.00

0.00

0.00

0.00

Miscellaneous

71,474.00

14,457.00

11,21,011.00

70,198.00

550.00

5,20,577.00

2,99,591.00

14,25,394.00

12,90,629.00

15,633.00

28,69,135.00

4,77,284.00

18,37,617.00

13,31,689.00

1,00,53,555.00

Capitalisation Statement

[Amount in `]

Particulars

As at March 31, 2015

(Pre - Issue)

As at May 29, 2015 (Post Issue)

Short Term Debt 4,76,52,800.00 5,76,52,800.00 Long Term Debt 22,73,29,432.00 22,73,29,432.00 Shareholder‟s Fund Share Capital 10,05,00,000.00 25,82,43,070.00 Reserves 1,16,29,86,158.00 1,00,52,43,088.00

1,26,34,86,158.00 1,26,34,86,158.00 Long Term Debt/Equity 0.18:1 0.18:1 Accounting and Other Ratios

[Amount in `]


Particulars

March 31, 2015

March 31, 2014

March 31, 2013 March 31, 2012 March 31, 2011

Profit after Tax

10,98,41,977.00

9,28,47,062.00

3,24,03,230.00

2,70,43,854.00

6,84,784.00

Number of Equity Shares

10,05,00,000.00

1,00,50,000.00

10,50,000.00

50,000.00

50,000.00

155


Particulars

March 31, 2015

March 31, 2014

March 31, 2013 March 31, 2012 March 31, 2011

Number of Equity Shares (Weighted Average)

10,05,00,000.00

78,06,164.00

1,43,151.00

50,000.00

50,000.00

Net Worth

1,26,34,86,158.00

1,15,36,49,790.00

16,08,02,728.00

2,83,99,498.00

13,55,644.00 Ratios Earnings per Share (`)

1.09 1.19 22.64 54.09 1.37

Diluted Earnings per Share (`)

1.09 1.19 22.64 54.09 1.37

Return on Net Worth – Ratio

0.09

0.08

0.20

0.95

0.51

Net Asset Value per Share (`)

12.57 11.48 15.31 56.80 2.71

Notes to accounts Related Party Transactions FY 2014-15 Related Party Disclosures As per Accounting Standard 18, issued by the Institute of Chartered Accountants of India, the disclosures of transactions with the related parties as defined in the Accounting Standard are given below: (a) List of related parties with whom transactions have taken place during the year a nd relationship: Sr. No.

Name of related party

Relationship

1. Shri JagdishDalal Key Management Personnel

2. Arvind Limited Holding Company

3. Arvind Accel Limited Fellow Subsidiary Company

4. Arvind Envisol Private Limited Step down Subsidiary of Holding

Company

156

Sr. No.


Relationship

5. Arvind Brands and Retail Limited Fellow Subsidiary Company

6. Arvind Lifestyle Brands Limited Fellow Subsidiary Company

7. Asman Investments Limited (Division Lalbhai Sales and Services)

Fellow Subsidiary Company

8. Arvind Hebbel Homes Private Limited Subsidiary Company

9. Aura Securities Private limited Controlled by Key Management

Personnel of Holding Company

10. Ahmedabad East Infrastructure LLP Subsidiary Enterprise (Partner in LLP) 11. Arvind B Safal Homes LLP Subsidiary Enterprise (Partner in LLP)

12. Ahmedabad Industrial Infra (One) LLP Subsidiary Enterprise (Partner in LLP)

13. Arvind Alcove LLP Subsidiary Enterprise (Partner in LLP)

14. Arvind Altura LLP Subsidiary Enterprise (Partner in LLP)

15. Arvind and Smart Value Homes LLP Subsidiary Enterprise (Partner in LLP)

16. Arvind Five Homes LLP Subsidiary Enterprise (Partner in LLP)

17. Arvind Infracon LLP Subsidiary Enterprise (Partner in LLP)

18. Changodar Industrial Infrastructure (One) LLP Subsidiary Enterprise (Partner in LLP)

19. Arvind Beyond Five Club LLP Subsidiary Enterprise (Partner in LLP)

(b) Transactions with related parties

[Amount in `] Sr. No.

Particulars

Relationship

2014-2015

(i) Reimbursement of Expenditure/Purchase

of Material

- Arvind Limited Holding Company 17,25,573 - Arvind B. Safal Homes LLP Subsidiary Enterprise 8,50,000 - Ahmedabad East Infrastrucutre LLP Subsidiary Enterprise 65,82,600 - Asman Investments Limited (Division

Lalbhai Sales and Services) Fellow Subsidiary 42,635

- Arvind Lifestyle Brands Limited Fellow Subsidiary 39,023 - Arvind Five Homes LLP Subsidiary Enterprise 13,16,139 (ii) Rent Income – Shops & Office - Arvind Accel Limited Fellow Subsidiary 73,425 - Arvind Envisol Private Limited Step down Subsidiary

of Holding Company 73,425

157

Sr. No.

Particulars

Relationship

2014-2015

(iii) Sale of Work-in-Progress - Arvind Five Homes LLP Subsidiary Enterprise 57,63,923 (iv) Sale of Unit - Asman Investments Limited (Division

Lalbhai Sales and Services) Fellow Subsidiary 89,10,188

(v) Purchase of Development Right - Arvind Hebbal Homes Private

Limited Subsidiary Company 40,25,00,000

(vi) Interest Expenses - Arvind Limited Holding Company 6,28,93,700 (vii) Interest Income - Arvind Limited (Realty Division) Holding Company 40,685 - Arvind B. Safal Homes LLP Subsidiary Enterprise 80,01,919 - Ahmedabad East Infrastructure LLP Subsidiary Enterprise 1,90,14,162 (viii) Advance against Right of Land/Property - Arvind Hebbel Homes Private

Limited Subsidiary Company 60,000

- Arvind Limited (Realty Division) Holding Company 2,25,36,616 - Arvind B. Safal Homes LLP Subsidiary Enterprise 1,01,68,000 (ix) Loans and Advances (Given during the

year)

- Ahmedabad East Infrastructure LLP Subsidiary Enterprise 1,90,14,162 (x) Loans and Advances (Received during

the year)

- Ahmedabad East Infrastructure LLP Subsidiary Enterprise 1,05,00,000 (xi) Unsecured Loan (taken during the year) (xii) Unsecured Loan (Repaid during the

year)

- Arvind Limited Holding Company 1,07,55,64,370 (xiii) Capital Contributions (Made during the

year)

- Ahmedabad East Infrastructure LLP Subsidiary Enterprise 3,41,15,000 - Arvind B. Safal Homes LLP Subsidiary Enterprise 1,00,00,000 - Ahmedabad Industrial Infra

(One) LLP Subsidiary Enterprise 37,50,000

- Arvind Alcove LLP Subsidiary Enterprise 9,00,000 - Arvind Altura LLP Subsidiary Enterprise 1,98,000 - Arvind Five Homes LLP Subsidiary Enterprise 9,50,17,654 - Arvind Infracon LLP Subsidiary Enterprise 1,00,000 - Changodar Industrial Infrastructure (One)

LLP Subsidiary Enterprise 1,98,000

- Arvind Beyond Five Clun LLP Subsidiary Enterprise 5,84,880

158

Sr. No.

Particulars

Relationship

2014-2015

(xiv) Capital Contributions (Withdrawal during the year)

- Ahmedabad East Infrastructure LLP Subsidiary Enterprise 3,65,00,000 - Arvind B. Safal Homes LLP Subsidiary Enterprise 16,93,48,023 - Arvind and Smart Value Homes LLP Subsidiary Enterprise 66,43,98,039 - Arvind Five Homes LLP Subsidiary Enterprise 2,14,00,000 - Ahmedabad Industrial Infrastrucutre


(xv) Share in Profit/(Loss) - Ahmedabad East Infrastructure LLP Subsidiary Enterprise (46,32,900) - Arvind B. Safal Homes LLP Subsidiary Enterprise 3,07,20,613 (c) Outstanding Balances as at March, 31, 2015


Particulars

Relationship

2014-2015

(i) Equity Share capital - Arvind Limited Holding Company 10,05,00,000 (ii) Balance Receivable As Loans and Advances - Ahmedabad East Infrastructure LLP

(Inclusive of interest receivable `6,02,47,775)

Subsidiary Enterprise 43,66,15,499

As Trade Receivable - Ahmedabad Industrial Infra


- Ahmedabad East Infrastrucutre LLP Subsidiary Enterprise 65,82,600 - Arvind Five Homes LLP Subsidiary Enterprise 70,80,062 As Advance against Property - Arvind B Safal Homes LLP Subsidiary Enterprise 1,01,68,000 - Arvind Limited Holding Company 2,25,36,616 (iii) Balance Payable As borrowings - Arvind Limited (Inclusive of interest

receivable `5,66,04,330/-) Holding Company 8,17,57,130

As Creditors - Arvind Hebbal Homes Pvt Ltd Subsidiary Company 47,31,750 - Arvind Limited - Land Devoplment

Rights Holding Company 33,53,00,000

- Arvind Limited (Shirting Division) Holding Company 23,335 - Arvind Limited Holding Company 15,86,336 - Arvind Lifestyle Brands Limited Fellow Subsidiary 5,62,500 (iv) Capital Contributions (Initial and

Addirtional)

159

Sr. No.

Particulars

Relationship

2014-2015

- Ahmedabad East Infrastructure LLP Subsidiary Enterprise (72,31,716) - Arvind B. Safal Homes LLP Subsidiary Enterprise 10,85,35,376 - Ahmedabad Industrial Infra (One)


- Arvind Alcove LLP Subsidiary Enterprise 12,99,000 - Arvind Altura LLP Subsidiary Enterprise 2, 61,494 - Arvind Five Homes LLP Subsidiary Enterprise 7,36,93,039 - Arvind Infracon LLP Subsidiary Enterprise 1,80,335 - Changodar Industrial Infrastructure (One)


- Arvind Beyond Five Club LLP Subsidiary Enterprise 5,84,880 (v) Investment in subsidiary company - Arvind Hebbel Homes Private

Limited Subsidiary Company 1,00,000

FY 2013-14 Related Party Disclosures As per Accounting Standard 18, issued by the Institute of Chartered Accountants of India, the disclosures of transactions with the related parties as defined in the Accounting Standard are given below: (a) List of related parties with whom transactions have taken place during the year and relationship: Sr. No.


Relationship

1 Shri JagdishDalal Key Management Personnel

2 Arvind Limited Holding Company

3 Arvind Accel Limited Fellow Subsidiary Company

4 Arvind Brands and Retail Limited Fellow Subsidiary Company

5 Asman Investments Limited (Division Lalbhai Sales and Services)

Fellow Subsidiary Company

6 Arvind Hebbel Homes Private Limited Subsidiary Company

7 Aura Securities Private limited Controlled by Key Management Personnel of Holding Company

8 Ahmedabad East Infrastructure LLP Subsidiary Enterprise (Partner in LLP)

9 Arvind B Safal Homes LLP Subsidiary Enterprise (Partner in LLP)

10 Ahmedabad Industrial Infra (One) LLP Subsidiary Enterprise (Partner in LLP)

11 Arvind Alcove LLP Subsidiary Enterprise (Partner in LLP)

160

Sr. No.


Relationship

12 Arvind Altura LLP Subsidiary Enterprise (Partner in LLP)

13 Arvind and Smart Value Homes LLP Subsidiary Enterprise (Partner in LLP)

14 Arvind Five Homes LLP Subsidiary Enterprise (Partner in LLP)

15 Arvind Infracon LLP Subsidiary Enterprise (Partner in LLP)

16 Changodar Industrial Infrastructure (One)

LLP Subsidiary Enterprise (Partner in LLP)



Particulars

Relationship

2013-2014

(i) Reimbursement of Expenditure - Arvind Limited Holding Company 4,96,061 - Arvind B. Safal Homes LLP Subsidiary Enterprise 30,69,000 - Asman Investments Limited

(Division Lalbhai Sales and Services) Fellow Subsidiary 97,376

(ii) Sale of Work-in-Progress - Ahmedabad Industrial Infra (One)


- Arvind Limited Holding Company 1,08,072 (iii) Purchase of Services - Arvind B. Safal Homes LLP Subsidiary Enterprise 2,470 (iv) Interest Expenses - Arvind Limited Holding Company 4,15,09,751 - Arvind Brands and Retail Limited Fellow Subsidiary 3,95,890 - Aura Securities Private limited Controlled by Key

Management Personnel of Holding Company

1,67,793

(v) Interest Income - Arvind B. Safal Homes LLP Subsidiary Enterprise 2,60,17,833 - Ahmedabad East Infrastructure LLP Subsidiary Enterprise 1,29,27,894 (vi) Advance against right of land - Arvind Hebbel Homes Private

Limited Subsidiary Company 18,80,000

(vii) Loans and Advances (Given during the

year)

- Ahmedabad East Infrastructure LLP Subsidiary Enterprise 1,73,84,001

161

Sr. No.

Particulars

Relationship

2013-2014

(viii) Unsecured Loan (taken during the year) - Arvind Limited Holding Company 1,98,74,07,790 - Arvind Brands and Retail Limited Fellow Subsidiary 3,95,890 - Aura Securities Private limited Controlled by Key


1,67,793

(ix) Unsecured Loan (Repaid during the

year)

- Arvind Limited Holding Company 1,98,61,90,751 - Arvind Brands and Retail Limited Fellow Subsidiary 1,18,19,814 - Aura Securities Private limited Controlled by Key


48,79,827

(x) Capital Contributions (Made during the year)

- Ahmedabad East Infrastructure LLP Subsidiary Enterprise 4,44,85,857 - Arvind B. Safal Homes LLP Subsidiary Enterprise 2,50,00,000 - Ahmedabad Industrial Infra (One)


- Arvind Alcove LLP Subsidiary Enterprise 3,99,000 - Arvind Altura LLP Subsidiary Enterprise 99,000 - Arvind and Smart Value Homes LLP Subsidiary Enterprise 71,33,98,039 - Arvind Five Homes LLP Subsidiary Enterprise 99,000 - Arvind Infracon LLP Subsidiary Enterprise 99,000 - Changodar Industrial Infrastructure (One)

LLP Subsidiary Enterprise 99,000

(xi) Capital Contributions (Withdrawal

during the year)

- Ahmedabad East Infrastructure LLP Subsidiary Enterprise 6,80,28,031 - Arvind B. Safal Homes LLP Subsidiary Enterprise 10,44,50,000 - Arvind and Smart Value Homes LLP Subsidiary Enterprise 4,90,00,000 (xii) Advance Received From Customers - Asman Investments Limited

(Division Lalbhai Sales and Services) Fellow Subsidiary 13,02,480

(xiii) Share in Profit/(Loss) - Ahmedabad East Infrastructure LLP Subsidiary Enterprise (10,37,243) - Arvind B. Safal Homes LLP Subsidiary Enterprise 4,97,22,188 - Ahmedabad Industrial Infra (One)

LLP Subsidiary Enterprise (2,54,539)

- Arvind Altura LLP Subsidiary Enterprise (35,506) - Arvind Five Homes LLP Subsidiary Enterprise (23,615) - Arvind Infracon LLP Subsidiary Enterprise (18,665) - Changodar Industrial Infrastructure (One)

LLP Subsidiary Enterprise (20,645)

(xiv) Investment made during the year - Arvind Hebbel Homes Private

Limited Subsidiary Company --

162

Sr. No.

Particulars

Relationship

2013-2014

(xv) Equity Share capital issued (including

share premium)

- Arvind Limited Holding Company 90,00,00,000 (c) Outstanding Balances as at March, 31, 2014


Particulars

Relationship

2013-2014

(i) Equity Share capital - Arvind Limited Holding Company 10,05,00,000 (ii) Balance Receivable As Loans and Advances - Ahmedabad East Infrastructure LLP Subsidiary Enterprise 42,81,01,337 As Trade Receivable - Ahmedabad Industrial Infra (One) LLP Subsidiary Enterprise 6,75,287 As Advance against land right - Arvind Hebbel Homes Private Limited Subsidiary Company 39,77,08,250 (iii) Balance Payable As borrowings - Arvind Limited Holding Company 57,52,800 As Creditors - Arvind B. Safal Homes LLP Subsidiary Enterprise 49,108 - Arvind Limited Holding Company 3,60,494 - Asman Investments Limited (Division

Lalbhai Sales and Services) Fellow Subsidiary 85,38,480

As Other Current Liability - Arvind Altura LLP Subsidiary Enterprise 99,000 - Arvind Five Homes LLP Subsidiary Enterprise 99,000 - Arvind Infracon LLP Subsidiary Enterprise 99,000 - Changodar Industrial Infrastructure (One)

LLP Subsidiary Enterprise 99,000

(iv) Capital Contributions - Ahmedabad East Infrastructure LLP Subsidiary Enterprise (2,13,816) - Arvind B. Safal Homes LLP Subsidiary Enterprise 23,27,05,844 - Ahmedabad Industrial Infra (One)


- Arvind Alcove LLP Subsidiary Enterprise 3,99,000 - Arvind Altura LLP Subsidiary Enterprise 63,494 - Arvind and Smart Value Homes

LLP Subsidiary Enterprise 66,43,98,039

- Arvind Five Homes LLP Subsidiary Enterprise 75,385 - Arvind Infracon LLP Subsidiary Enterprise 80,335

163

Sr. No.

Particulars

Relationship

2013-2014

- Changodar Industrial Infrastructure (One) LLP

Subsidiary Enterprise 78,355

(v) Investment in subsidiary company - Arvind Hebbel Homes Private Limited Subsidiary Company 1,00,000 FY 2012-13 Related Party Disclosures As per Accounting Standard 18, issued by the Institute of Chartered Accountants of India, the disclosures of transactions with the related parties as defined in the Accounting Standard are given below: (a) List of related parties with whom transactions have taken place during the year and relationship:

Sr. No.


Relationship

1 JagdishDalal Key Management Personnel 2 Arvind Limited Holding Company 3 Arvind Accel Limited Fellow Subsidiary Company 4 Arvind Brands and Retail Limited Fellow Subsidiary Company

5 Asman Investments Limited (Division Lalbhai Sales and Services) Fellow Subsidiary Company

6 Ahmedabad East Infrastructure LLP Associate Enterprise (Partner in LLP) 7 Arvind B Safal LLP Associate Enterprise (Partner in LLP) 8 Arvind Hebbel Homes Private Limited Subsidiary Company

9 Aura Securities Private Limited Controlled by Key Management Personnel of Holding Company

(b) Transactions with related parties [Amount in `] Sr. No.

Nature of transaction

2012-2013

(i) Reimbursement of Expenditure - Holding Company 2,59,995 - Associate Enterprise 34,92,000 (ii)

Purchase of Services

- Associate Enterprise 4,84,655 (iii)

Purchase of Development Right - Holding Company

6,04,25,250

(iv) Interest Expenses - Holding Company

- Fellow subsidiary Company - Controlled by Key Management Personnel of Holding Company

6,14,39,734 8,04,360 77,01,224

(v) Interest Income

- Associate Enterprise 5,34,96,313 (vi) Advance against right of land

164

Sr. No.


2012-2013

- Subsidiary Company 39,58,28,250 (vii) Loans and Advances (Given during the year) - Holding Company -- - Associate Enterprise 41, 07,17,336 (viii) Loans and Advances (Repaid during the year dur ing the year) - Holding Company -- (ix) Unsecured Loan (taken during the year) - Holding Company


1,47,88,39,734 1,20,04,360 4,17,01,224

(x) Unsecured Loan (Repaid during the year) - Holding Company


1,49,92,79,260 5,80,436

18,97,18,329 (xi) Capital Contributions (Made during the year) - Associate Enterprise 48,32,72,773 (xii) Capital Contributions (Withdrawal during the year) (xiii)

- Associate Enterprise Advance Received From Customers - Fellow Subsidiary Company

46,07,45,472

72,36,000

(xiv) Share in Profit/(Loss) - Associate Enterprise 1,84,77,721 (xv) Investment made during the year - Subsidiary Company 1,00,000 (xvi) Equity Share capital issued - Holding Company 10,00,00,000 (c) Outstanding Balances as at March, 31, 2013 [Amount in `] Sr. No.

Particulars

2012-2013

(i) Equity Share capital - Holding Company 1,05,00,000 (i) Balance Receivable As Loans and Advances - Associate Enterprise 41,07,17,336 As Advance against land right - Subsidiary Company 39,58,28,250

165

(ii) Balance Payable As borrowings - Holding Company

- Controlled by Key Management Personnel of Holding Company - Fellow Subsidiary Company

45,35,761 47,12,034

1,14,23,924

As Creditors - Associate Enterprise (Partner in LLP) 46,638 - Holding Company

- Fellow Subsidiary Company 2,59,995

72,36,000 (iii) Capital Contributions - Associate Enterprises 26,00,08,997 (iv) Investment in subsidiary company 1,00,000 FY 2011-12 Related Party Disclosures As per Accounting Standard 18, issued by the Institute of Chartered Accountants of India, the disclosures of transactions with the related parties as defined in the Accounting Standard are given below:

(a) List of related parties with whom transactions have taken place during the year and relationship:

Sr. No.


Relationship

1 Arvind Limited Holding Company 2 Arvind Accel Limited Fellow Subsidiary Company 3 Ahmedabad East Infrastructure LLP Associate Enterprise (Partner in LLP) 4 Arvind B Safal LLP Associate Enterprise (Partner in LLP)




2011-2012

(i) Reimbursement of Expenditure - Holding Company 1,71,998 - Associate Enterprise 7,22,386 (ii) Advance against right of land Holding Company 46,81,128 (iii) Purchase of Services - Associate Enterprise 4,18,795 - Fellow Subsidiary Company 4,09,491 (iv) Interest Expenses - Holding Company 19,02,614 (v) Interest Income

166

Sr. No.


2011-2012

- Associate Enterprise 1,80,19,534 (vii) Loans and Advances (Given during the year) - Holding Company 3,70,00,000 (viii) Loans and Advances (Repaid during the year during the year) - Holding Company 4,95,00,000 (ix) Unsecured Loan (taken during the year) - Holding Company 14,07,02,614 (x) Unsecured Loan (taken during the year) - Holding Company 11,58,99,325 (xi) Capital Contributions (Made during the year) - Associate Enterprise 4,24,25,000 (xi) Capital Contributions (Withdrawal during the year) - Associate Enterprise 7,79,04,964 (xii) Share in Profit/(Loss) - Associate Enterprise 4,54,91,274

(c) Outstanding Balances as at March, 31, 2012 [Amount in `] Sr. No.

Particulars

2011-2012

(i) Equity Share capital - Holding Company 5,00,000 (i) Balance Receivable As Advance against land right - Holding Company 46,81,128 (ii) Balance Payable As Short term borrowings - Holding Company 2,48,03,289 As Creditors - Associate Enterprise (Partner in LLP) 64,971 - Holding Company 1,71,998 (iii) Capital Contributions - Associate Enterprises 19,46,34,808 FY 2010-11 Related Party Disclosures As per Accounting Standard 18, issued by the Institute of Chartered Accountants of India, the disclosures of transactions with the related parties as defined in the Accounting Standard are given below:

167

(a) List of related parties with whom transactions have taken place during the year and relationship:

Sr. No.


Relationship

1 Arvind Limited Holding Company 2 Arvind Accel Limited Fellow Subsidiary Company 3 Ahmedabad East Infrastructure LLP Associate Enterprise (Partner in LLP) 4 Arvind B Safal LLP Associate Enterprise (Partner in LLP)




2010-2011

(i) Advance against right of land Holding Company 9,34,50,000 (ii) Interest Income - Holding Company 1,00,10,284 - Associate Enterprise 31,01,927 (iii) Loans and Advances (Given during the year) - Holding Company 34,80,78,962 (iv) Loans and Advances (Repaid during the year during the year) - Holding Company 33,55,78,962 (v) Capital Contributions (Made during the year) - Associate Enterprise 31,86,49,000 (vi) Capital Contributions (Withdrawal during the year) - Associate Enterprise 15,50,50,000 (vii) Share in Profit/(Loss) - Associate Enterprise (96,963)

(c) Outstanding Balances as at March 31, 2011 [Amount in `]

Sr. No.

Particulars

2010-2011

(i) Equity Share capital - Holding Company 5,00,000 (i) Balance Receivable As Loans and Advances - Holding Company 1,25,00,000 (iii) Capital Contributions - Associate Enterprises 16,66,03,964 1. Summary of Significant Accounting Policies

168

(a) Basis of preparation of financial statements

(i) The financial statements of the company have been prepared and presented in accordance with the

generally accepted accounting principle under the historical cost convention on an accrual basis. The Company has prepared these financial statements to comply in all material respects with the Accounting Standards as prescribed under section 133 of the Companies Act, 2013 read with Rule 7 of Companies (Accounts) Rules, 2014.

(ii) The accounting policies adopted in the preparation of the financial statements are consistent with

those of previous year. For the year 2010-11, 2011-12, 2012-13 policy was as under: (a) Accounting Conventions

These financial statements have been prepared on the accrual basis of accounting, under the historical cost

convention, in accordance with the Companies Act, 1956, the applicable Accounting Standards notified by The Companies Accounting Standard Rules, 2006 and the Guidance note issued by the Institute of Chartered Accountants of India.

(b) Use of estimates

The preparation of financial statements requires management to make estimates and assumptions that 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 reported period. Differences between the actual result and estimates are recognised in the period in which the results are known/ determined.

Significant estimates made by the management in the preparation of these financial statements include

computation of percentage completion for projects in progress, project cost, revenue and saleable area. (c) Revenue Recognition

(i) Recognition of Revenue from real estate projects- Revenue is recognized to the extent that it is

probable that the economic benefits will flow to the Company and the revenue can be reliably measured. Income from operations is net of adjustment on account of cancellation/returns if any.

(ii) Revenue from sale of developed property is recognized upon transfer of all significant risks and

rewards of ownership of such property, as per the terms of the contracts entered into with buyers, which generally coincides with the firming of the allotment letter/agreements, except for contracts where the Company still has obligations to perform substantial acts even after the transfer of all significant risks and rewards.

(iii) Revenue from projects is recognized when it is reasonably certain that the ultimate collection will be

made and that there is buyers' commitment to make the complete payment.

(iv) Interest income- Income is recognized on a time proportion basis taking into account the amount outstanding and the rate applicable.

(d) Fixed Assets

Fixed Assets are stated at their original cost including incidental expenses related to acquisition and

installation, less accumulated depreciation. Cost comprises of the purchase price and any other attributable cost of bringing the assets to its working condition for its intended use.

169

At the balance sheet date, an assessment is done to determine whether there is any indication of impairment in the carrying amount of Company‟s fixed assets. If any such indication exists, the asset‟s

recoverable amount is estimated .An impairment loss is recognised whenever the carrying amount of an asset exceeds its recoverable amount.

After recognition of impairment loss, the depreciation charge for the assets is adjusted in future periods

to allocate the asset‟s revised carrying amount, less its residual value (if any), on straight line basis

over its remaining useful life. (e) Depreciation

(i) Depreciation on Tangible Fixed Assets is provided on straight line method over the useful lives of

assets specified in Part C of Schedule II to the Companies Act 2013 read with the relevant notifications issued by the Department of Company affairs.

Intangible assets are amortised over their respective individual estimated useful lives on a straight line basis, commencing from the date the assets is available to the company for its use. The management estimates useful life for intangible asset comprising of computer software as follows:

Computer Software: Over a period of three years Depreciation on assets acquired / disposed off during

the year is provided on pro-rata basis with reference to the date of addition/disposal.

From 2010-11 to 2013-14 the policy was as under:

(i) Depreciation on Fixed Assets is provided on Straight Line Method at rates and in the manner specified in Schedule XIV of the Companies Act, 1956.

(ii) Intangible assets are amortised over a period of three years.

(f) Retirement Benefits

(i) Contributions to provident fund are made at predetermined rates to Government Authority and charged to profit and loss account.

(ii) Retirement Benefits being Gratuity and Leave encashment are accounted for based on actuarial

valuation by the company.

(g) Investments

Investment has been stated at the cost price. Provision for diminution in the value of Long Term Investment is made only if; such decline is not temporary in nature in the opinion of the management.

(h) Inventory / Work in Progress

(i) Unsold Developed Plots and Units have been valued at lower of cost or realizable value. (ii) Work in Progress represents the cost incurred in respect of unsold area of the Project and cost incurred

on Project where the revenue is yet to be recognized. (iii) Inventory comprising of construction materials is valued at cost.

(i) Taxation

Current year tax is provided based on the taxable income computed in accordance with the provisions of the Income-tax Act, 1961.

170

Deferred income taxes are recognized for the future tax consequences attributable to timing differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. The effect on deferred tax assets and liabilities of a change in the tax rates is recognized using the tax rates and tax laws that have been enacted or substantively enacted by the balance sheet date. Deferred tax asset arising from unabsorbed depreciation or carry forward losses under tax laws are recognized only to the extent that there is virtual certainty of realization. Other deferred tax assets are recognized and carried forward to the extent that there is reasonable certainty of realization.

(j) Earnings per Share

Earning per equity share (basic/diluted) is arrived at based on Net Profit after taxation available to equity shareholders to the basic/weighted average number of equity shares.

(k) Provisions, Contingent Liabilities and Contingent Assets

Provisions involving substantial degree of estimation in measurement are recognized when there is a

present obligation as a result of past events and it is probable that there will be an outflow of resources. Contingent Liabilities are not recognized but are disclosed in the Notes. Contingent Assets are neither recognized nor disclosed in the financial statements.

171

MANAGEMENT‟S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion should be read in conjunction with our audited financial statements as of and for the years ended March 31, 2015, 2014, 2013, 2012 and 2011 and the schedules and notes thereto, which appear elsewhere in this Information Memorandum and are prepared in accordance with the Generally Accepted Accounting Principles in India ("Indian GAAP") to comply with the Accounting Standards notified under Section 211(3C) of the Companies Act, 1956 (“the 1956 Act”) (which continues to be applicable in respect of Section 133 of the Companies

Act, 2013 (“the 2013 Act”) in terms of General Circular 15/2013 dated September 13, 2013 of the Ministry of Corporate Affairs) and the relevant provisions of the 1956 Act / 2013 Act, as applicable. For the purpose of this section, unless the context requires otherwise, references to “Fiscal Year 2015” "Fiscal

Year 2014", "Fiscal Year 2013", “Fiscal Year 2014”, "Fiscal Year 2012" and “Fiscal Year 2011” are to the

financial year ended March 31 of the relevant year, and references to "year" are to the financial year of the Company. Some of the information contained in the following discussion, including information with respect to our plans and strategies, contain forward-looking statements that involve risks and uncertainties. You should read the section "Forward-Looking Statements" for a discussion of the risks and uncertainties related to those statements and also the section "Risk Factors" for a discussion of certain factors that may affect our business, results of operations or financial condition. OVERVIEW We are a real estate development company primarily focused on the development of residential projects. Currently, our projects are located in Ahmedabad and Bengaluru which are at different stages of development, focusing on residential projects that include integrated townships. Our residential projects comprise of villas, apartments and plots targeted towards middle income and high income customers. Our existing integrated townships comprise of executive golf course with villas, apartments, retail, commercial and recreational areas. We also undertake commercial and industrial projects on a selective basis. Our commercial and industrial projects include shops, offices and industrial plots and industrial sheds. We follow a knowledge-based approach from internal and external sources for execution of our projects. We undertake our projects through our in-house team of professionals and by partnering with domestic and international companies for various operations like architecture, golf designing and development, project execution, detailed engineering and marketing activities. We have a dedicated team of customer relationship management (CRM), marketing and sales who regularly interact with our customers and channel partners to enable an educated, user-friendly purchasing experience. We strategically use the “joint development model” for developing projects, which entails entering into a development agreement with the owner(s) of the land parcel(s) sought to be developed. The development agreement generally states that the land owner(s) is entitled, as compensation, to a share in the developed property or a share of the revenues or profits generated from the sale of the developed property, or a combination thereof. Additionally, we also develop some of our projects through joint ventures with third parties. Selectively, we also acquire land for development of our projects. As on date, our project portfolio comprises of twelve (12) projects out of which four (4) are completed comprising of approximately 2 million sq.ft. (“Completed Projects”), six (6) are ongoing comprising of approximately 14.27

million sq.ft. (“Ongoing Projects”) and two (2) are upcoming comprising of approximately 1.37 million sq.ft.

(“Upcoming Projects”). The location and the estimated Saleable Area of our Completed, Ongoing and Upcoming Projects as on date is summarised in the table below:


172

Land Construction



Ahmedabad 4.79 1.84

Beyond Five Residential township with villas, plots and executive golf course Ahmedabad 6.67 0.11 Expansia Villas and apartments Bengaluru - 0.14 Sporcia Apartments Bengaluru - 0.49 Citadel Apartments Ahmedabad - 0.11 Megaestate Industrial sheds Ahmedabad 0.01 0.10 Upcoming Projects Megapark Industrial Sheds and Industrial plots Ahmedabad 0.68 0.14 E-city Apartments Bengaluru - 0.55 Our Company has won the “Emerging Developer of the Year - Residential” award and one of our projects, Uplands

won “Luxury Projects of the Year” award by Realty Plus Excellence Awards (Gujarat) 2015. For the year ended March 31, 2013, 2014 and 2015, the Company‟s total revenue amounted to `2,615.66 Lacs, `4,365.20 Lacs and `6,155.48 Lacs respectively. For the year ended March 31, 2013, 2014 and 2015, the Company‟s total profit after tax amounted to `324.03 Lacs, `928.47 Lacs and `1,098.42 Lacs respectively. SIGNIFICANT ACCOUNTING POLICIES (a) Basis of preparation of financial statements (i) The financial statements of the company have been prepared and presented in accordance with the

generally accepted accounting principle under the historical cost convention on an accrual basis. The Company has prepared these financial statements to comply in all material respects with the Accounting Standards as prescribed under section 133 of the Companies Act, 2013 read with Rule 7 of Companies (Accounts) Rules, 2014.

(ii) The accounting policies adopted in the preparation of the financial statements are consistent with those of

previous year. (b) Use of estimates The preparation of financial statements requires management to make estimates and assumptions that 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 reported period. Differences between the actual result and estimates are recognised in the period in which the results are known/ determined.

Significant estimates made by the management in the preparation of these financial statements include

computation of percentage completion for projects in progress, project cost, revenue and saleable area. (c) Revenue Recognition (i) Recognition of Revenue from real estate projects Revenue is recognized to the extent that it is probable that the economic benefits will flow to the Company

and the revenue can be reliably measured. Income from operations is net of adjustment on account of cancellation/returns if any.

173

Revenue from sale of developed property is recognized upon transfer of all significant risks and rewards of ownership of such property, as per the terms of the contracts entered into with buyers, which generally coincides with the firming of the allotment letter/agreements, except for contracts where the Company still has obligations to perform substantial acts even after the transfer of all significant risks and rewards.

Revenue from projects is recognized when it is reasonably certain that the ultimate collection will be made

and that there is buyers' commitment to make the complete payment. (ii) Interest income Income is recognized on a time proportion basis taking into account the amount outstanding and the rate

applicable. (d) Fixed Assets Fixed Assets are stated at their original cost including incidental expenses related to acquisition and

installation, less accumulated depreciation. Cost comprises of the purchase price and any other attributable cost of bringing the assets to its working condition for its intended use.

At the balance sheet date, an assessment is done to determine whether there is any indication of impairment

in the carrying amount of Company‟s fixed assets. If any such indication exists, the asset‟s recoverable

amount is estimated .An impairment loss is recognised whenever the carrying amount of an asset exceeds its recoverable amount.

After recognition of impairment loss, the depreciation charge for the assets is adjusted in future periods to

allocate the asset‟s revised carrying amount, less its residual value (if any), on straight line basis over its

remaining useful life. (e) Depreciation (i) Depreciation on Tangible Fixed Assets is provided on straight line method over the useful lives of

assets specified in Part C of Schedule II to the Companies Act 2013 read with the relevant notifications issued by the Department of Company affairs.

Intangible assets are amortised over their respective individual estimated useful lives on a straight line

basis, commencing from the date the assets is available to the company for its use. The management estimates useful life for intangible asset comprising of computer software as follows:

Computer Software: Over a period of three years Depreciation on assets acquired / disposed off during the year is provided on pro-rata basis with reference

to the date of addition/disposal. For 2012-13 to 2013-14 the policy was as under:

(i) Depreciation on Fixed Assets is provided on Straight Line Method at rates and in the manner specified in Schedule XIV of the Companies Act, 1956

(iii) Intangible assets are amortised over a period of three years. (f) Retirement Benefits

(i) Contributions to provident fund are made at predetermined rates to Government Authority and charged to profit and loss account.

174

(ii) Retirement Benefits being Gratuity and Leave encashment are accounted for based on actuarial valuation by the company.

(g) Investments Investment has been stated at the cost price. Provision for diminution in the value of Long Term Investment

is made only if; such decline is not temporary in nature in the opinion of the management. (h) Inventory / Work in Progress (i) Unsold Developed Plots and Units have been valued at lower of cost or realizable value.

(ii) Work in Progress represents the cost incurred in respect of unsold area of the Project and cost incurred on Project where the revenue is yet to be recognized.

(iii) Inventory comprising of construction materials is valued at cost. (i) Taxation Current year tax is provided based on the taxable income computed in accordance with the provisions of

the Income-tax Act, 1961. Deferred income taxes are recognized for the future tax consequences attributable to timing differences

between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. The effect on deferred tax assets and liabilities of a change in the tax rates is recognized using the tax rates and tax laws that have been enacted or substantively enacted by the balance sheet date. Deferred tax asset arising from unabsorbed depreciation or carry forward losses under tax laws are recognized only to the extent that there is virtual certainty of realization. Other deferred tax assets are recognized and carried forward to the extent that there is reasonable certainty of realization.

(j) Earnings per Share Earning per equity share (basic/diluted) is arrived at based on Net Profit after taxation available to equity

shareholders to the basic/weighted average number of equity shares. (k) Provisions, Contingent Liabilities and Contingent Assets Provisions involving substantial degree of estimation in measurement are recognized when there is a

present obligation as a result of past events and it is probable that there will be an outflow of resources. Contingent Liabilities are not recognized but are disclosed in the Notes. Contingent Assets are neither recognized nor disclosed in the financial statements.

SIGNIFICANT DEVELOPMENTS AFTER MARCH 31, 2015 Except as mentioned herein below there have been no significant developments after March 31, 2015: 1. Allotment of 2,58,24,307 equity shares to the shareholders of Arvind Limited in the ratio of the 1:10 pursuant to

the Scheme approved by the Hon‟ble High Court of Gujarat at Ahmedabad, vide its order dated March 30, 2015 (received by the Company on April 22, 2015), between AL and AIL and their respective shareholders and creditors.

2. In-principle approval for listing of 2,58,24,307 Equity Shares of ` 10 each of the Company received from BSE Limited on July 6, 2015, from NSE on July 7, 2015 and from ASE on July 8, 2015.

3. Securities and Exchange Board of India (SEBI) granted relaxation under Rule 19(2)(b) of the Securities Contract (Regulation) Rules, 1957 vide its letter dated August 5, 2015.

175

FACTORS AFFECTING OUR RESULTS OF OPERATIONS A number of general factors affected our Company‟s financial performance during each of Fiscal Year 2011, Fiscal

Year 2012, Fiscal Year 2013, Fiscal Year 2014 and Fiscal 2015. These factors may affect our Company‟s financial

performance in the future, and include:

General economic condition and the condition and performance of the real estate market of India; Supply of land and its cost of acquisition; Costs of construction and development; Identification of suitable projects and their execution in a timely and cost effective manner; Changes in applicable regulatory schemes; Variations in prices for our properties; and Competition from other real estate developers.

RESULTS OF OPERATION The following table sets forth select financial data from our profit and loss statement for the Fiscal Years 2011, 2012, 2013, 2014 and 2015 by amount and as a percentage of our total income during the periods indicated. Our historical results presented below are not necessarily indicative of the results that may be expected for any other future period.

Particulars 2014-

15

% of the

revenue

2013- 14

% of the

revenue

2012- 13

% of the

revenue

2011-12

% of the

revenue

2010-11

% of the

revenue

REVENUE Revenue from operations

6126.79

99.53% 4360.43

99.89% 2597.29

99.30% 700.11 98.13% 3019.44

96.78%

Other Income

28.69 0.47% 4.77 0.11% 18.38 0.70% 13.32 1.87% 100.54 3.22%

Total Revenue

6155.48

100% 4365.20

100% 2615.66

100% 713.42 100% 3119.98

100%

EXPENSES

Project Development Expenses

2443.47

39.70% 2053.13

47.03% 800.95 30.62% (130.54)

(18.30%)

2843.13

91.13%

Employee benefits expenses

991.89 16.11% 518.11 11.87% 380.46 14.55% 110.86 15.54% 0.59 0.02%

Finance cost

763.80 12.41% 422.21 9.67% 926.70 35.43% 320.68 44.95% 245.97 7.88%

Depreciation and Amortization

33.20 0.54% 27.68 0.63% 24.37 0.93% 17.12 2.40% 1.60 0.05%

Other expenses

387.85 6.30% 184.56 4.23% 246.35 9.42% 122.46 17.17% 13.11 0.42%

4620.2 75.06 3205.6 73.44 2378.8 90.95 440.58 61.76% 3104.1 99.49

176

Particulars 2014-

15

% of the

revenue

2013- 14

% of the

revenue

2012- 13

% of the

revenue

2011-12

% of the

revenue

2010-11

% of the

revenue

1 % 9 % 4 % 4 % Less: Work- in-progress transferred

57.63 0.94% 7.83 0.18% 84.12 3.22% 0 0

Total Expenses

4562.57

74.12%

3197.86

73.26%

2294.71

87.73%

440.58 61.76% 3104.14

99.49%

Profit before Tax

1592.91

25.88%

1167.35

26.74%

320.95 12.27%

272.84 38.24% 15.84 0.51%

Tax Expenses

Current Tax (Including Income tax for earlier year ` 2,469/- (P.Y. `NIL)

470.0 7.64% 240.02 5.50% 29.0 1.11% 0 3.85 0.12%

MAT Credit Entitlement

29.0 0.47% 0 (29.0) (1.11%)

0 0

Deferred Tax

(4.51) (0.07%)

(1.15) (0.02%)

(3.08) (0.12%)

2.40 0.34% 5.14 0.16%

494.49 8.04% 238.87 5.47% (3.08) (0.12%)

2.40 0.34% 8.99 0.29%

Profit for the year after tax

1098.42

17.85%

928.47 21.27%

324.03 12.39%

270.44 37.91% 6.85 0.22%

Earning per Equity Share: Basic and diluted

1.09 1.19 22.64 54.09 1.37

Revenue from operations Our revenue from operation consists of income from the development and sale of residential and commercial projects. The same is recongised in accordance with the percentage of project completion method with respect to that portion relating to the sale of our projects. Under the percentage of project completion method of revenue recognition, our income from sales and costs recognised in any particular period depend on the volume of bookings (as compared with the Saleable Area for the respective project) we have been able to obtain, as well as the rate of progress of construction of our projects. Expenses Our expenses comprise of project development expenses, employee‟s benefit expenses, administrative expenses,

selling expenses, interest and finance costs and depreciation.

177

Project Development Expenses: Our project expenses consists of costs of our building and finishing materials, such as steel, cement, flooring products, hardware, doors and windows, bathroom fixtures and other interior fittings and wood, costs of acquisition or development rights of land, construction expenses including subcontractor costs and expenses, electrical work and power costs, architects‟ and consultants‟ fees, rates and taxes allocable to projects and other miscellaneous construction expenses. Employee’s Benefit Expenses: Employee‟s Benefit Expenses consist of salaries and wages paid to our officers and employees, training and recruitment expenses, contributions to provident and other funds for the benefit of our officers and employees and other staff welfare expenses. Administrative and Selling Expenses : Our administrative and selling expenses consist of advertisement and sales promotion expenses, brokerage, travelling and conveyance expenses, rates and taxes, power and fuel charges, communication expenses, repairs and maintenance expenses, legal, professional and consultancy fees, security charges, insurance premiums, printing and stationery expenses, and other miscellaneous expenses. Finance Cost: Finance cost comprises of interest paid on term loans and loans obtained as inter corporate deposit from various lenders. Depreciation: Depreciation was provided at the rates prescribed by Schedule XIV of the Companies Act, 1956 upto the year ended on 31.3.14. From 1.4.2014, the company is providing for depreciation calculated in accordance with useful life prescribed by Schedule II to the Companies Act, 2013 under the Straight Line Method. Period ended March 31, 2015 compared to period ended March 31, 2014 Revenue Revenue from operations Revenue from operations increased by 41% from `4,360.43 Lacs in the year ended March 31, 2014 to `6,126.79 Lacs in the year ended March 31, 2015 primarily as a result of increase in sales booking and increase in percentage of completion in its various projects. During the year ended March 31, 2015, the company has recognised income from 5 projects namely Parishkaar, Trade Square, Mega Trade, Expansia and Citadel. Expenses Project Development Expenses Project development expenses increased by 19% from `2,053.13 Lacs in the year ended March 31, 2014 to `2,443.47 Lacs in the year ended March 31, 2015 primarily as a result of corresponding increase in recognition of revenue. Employee benefits expenses Employee benefits expenses increased by 91% from `518.11 Lacs in the year ended March 31, 2014 to `991.89 Lacs in the year ended March 31, 2015 primarily as a result of proactive recruitment of additional manpower done by the company looking at its growth plan. Other expenses Other expenses increased by 110% from `184.56 Lacs in the year ended March 31, 2014 to `387.85 Lacs in the year ended March 31, 2015, primarily as a result of increase in selling and marketing expenses. The company has specifically targeted to promote sale of its ongoing projects and increase its brand awareness in the real estate market. Finance cost

178

Finance cost increased by 81% from `422.21 Lacs in the year ended March 31, 2014 to `763.80 Lacs in the year ended March 31, 2015 primarily as a result of increased borrowings to accelerate its growth and expansion. Depreciation/Amortisation Depreciation/amortisation increased by 20% from `27.68 Lacs in the year ended March 31, 2014 to `33.20 Lacs in the year ended March 31, 2015, primarily as a result of change in useful life of the fixed assets due to introduction of Companies Act, 2013. Current Tax Current tax increased by 96% from `240.02 Lacs in the year ended March 31, 2014 to `470.00 Lacs in the year ended March 31, 2015. Profit after Tax Profit after Tax increased by 18% from `928.47 Lacs in the year ended March 31, 2014 to `1,098.42 Lacs in the year ended March 31, 2015. Period ended March 31, 2014 compared to period ended March 31, 2013 Revenue Revenue from operations Revenue from operations increased by 68% from `2,597.29 Lacs in the year ended March 31, 2013 to `4,360.43 Lacs in the year ended March 31, 2014 primarily as a result of increase in sales booking and increase in percentage of completion in its various projects. During the year ended March 31, 2014, the company has recognised income from 4 projects namely Parishkaar, Trade Square, Mega Trade, and Expansia. Expenses Project Development Expenses Project development expenses increased by 156% from `800.95 Lacs in the year ended March 31, 2013 to `2,053.13 Lacs in the year ended March 31, 2014 primarily as a result of corresponding increase in recognition of revenue. Employee benefits expenses Employee benefits expenses increased by 36% from `380.46 Lacs in the year ended March 31, 2013 to `518.11 Lacs in the year ended March 31, 2014 primarily as a result of regular pay hike offered to its employees and partly due to new recruitments done by the company. Other expenses Other expenses decreased by 25% from `246.35 Lacs in the year ended March 31, 2013 to `184.56 Lacs in the year ended March 31, 2014 primarily as a result of lower selling and marketing expenses. Finance cost Finance cost decreased by 54% from `926.70 Lacs in the year ended March 31, 2013 to `422.21 Lacs in the year ended March 31, 2014 primarily as a result of increased capital contribution and repayment of borrowings. Depreciation/Amortisation

179

Depreciation/amortisation increased by 14% from `24.37 Lacs in the year ended March 31, 2013 to `27.68 Lacs in the year ended March 31, 2014. Current Tax Current tax increased from `29 Lacs in the year ended March 31, 2013 to `240.02 Lacs in the year ended March 31, 2014. Profit after Tax Profit after Tax increased by 186% from `324.03 Lacs in the year ended March 31, 2013 to `928.47 Lacs in the year ended March 31, 2014. Additional Information a) Unusual or infrequent events or transactions including unusual trends on account of business activity,

unusual items of income, change of accounting policies and discretionary reduction of expenses etc.

There have been no unusual or infrequent events or transactions that may be described as “unusual” or

“infrequent” and may have taken place during the last three years, except as disclosed in this Information Memorandum.

b) Significant economic changes that materially affected or are likely to affect income from continuing operations;

Except as described herein and in “Risk Factors”, there have been no significant economic changes that could affect our income from continuing operations.

c) Known trends or uncertainties that have had or are expected to have a material adverse impact on sales,

revenue or income from continuing operations;

Except as described in this Information Memorandum in general and “Risk Factors” and this section in

particular, to the best of our knowledge and belief, there are no known trends or uncertainties that have or had or are expected to have any material adverse impact on our revenues or income from continuing operations.

d) 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;

Other than as described in this section and the sections “Risk Factors” and “Our Business”, to our knowledge,

there are no known factors which will materially impact the future relationship between our costs and revenues. e) 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 “Results of Operations” above discusses any increases or decreases in our revenues for Fiscal Year 2015 compared to Fiscal Year 2014 and Fiscal Year 2013 due to, among other factors, increased sales volume, introduction of new products and/or increased sales prices, as applicable to our business and our results of operations for the periods discussed.

f) Total turnover of each major industry segment in which the issuer operated;

Our Company predominantly operates in a single segment and hence no separate industry segment is required to be reported under Indian GAAP.

g) Status of any publicly announced new products or business segment;

180

We have not announced and do not expect to announce in the near future any new products or business segments.

h) The extent to which business is seasonal;

Our operations may be adversely affected by difficult working conditions during monsoons that restrict our ability to carry on construction activities and fully utilise our resources. Our business is also cyclical and fluctuates in line with the general economic cycles impacting real estate sectors. While we generally do not believe that our business is seasonal, our revenues and cash flows in the real estate industry are affected by seasonality depending on the location and categories.

i) Any significant dependence on a single or few suppliers or customers;

To our knowledge, apart from the details provided in the “Risk Factors” we do not depend on any particular supplier or customer.

j) Competitive conditions.

We operate in a competitive environment. For further details, please refer to the discussions of our competition in the section titles “Risk Factors” beinning on page 10 and chapter titled “Our Business” beginning on page 75 of this Inforamtion Memorandum.

181

SECTION VII – LEGAL AND OTHER INFORMATION

OUTSTANDING LITIGATION, DEFAULTS AND MATERIAL DEVELOPMENTS

Except as stated below, there are no outstanding litigation, suits, criminal or civil prosecutions, proceedings or tax liabilities against our Company, our Subsidiary, our Directors, our Promoters and Group Companies that would have a material adverse effect on our business. Further, except as stated below there are no defaults, non-payment of statutory dues, over-dues to banks/financial institutions, defaults against banks/financial institutions, defaults in dues payable to holders of any debenture, bonds and fixed deposits and arrears of preference shares issued by our Company and our Subsidiaries, default in creation of full security as per terms of issue/other liabilities. No proceedings have been initiated for economic/civil/any other offences (including past cases where penalties may or may not have been awarded and irrespective of whether they are specified under paragraph (I) of Part 1 of Schedule V of the Companies Act, 2013) other than unclaimed liabilities of our Company and our Subsidiaries and no disciplinary action has been taken by SEBI or any stock exchanges against our Company, our Subsidiary, our Promoters, our Directors and Group Companies. Our Company, our Directors, our Promoters and/or our Group Companies have not been declared as wilful defaulters by the RBI, have not been debarred from dealing in securities and/or accessing capital markets by the SEBI and no disciplinary action has been taken by the SEBI or any stock exchanges against our Company, our Promoters, our Group Companies or our Directors, that may have a material adverse effect on our business or financial position, nor, so far as we are aware, are there any such proceedings pending or threatened. Furthermore, except as stated below, in the last five years preceding the date of this Information Market there have been (a) no instances of material frauds committed against our Company and its Subsidiary; (b) no inquiries, inspections or investigations initiated or conducted under the Companies Act or any previous companies law in the case of our Company and its Subsidiary and, no prosecutions have been filed (whether pending or not), fines imposed or compounding of offences for our Company and its Subsidiary; (c) no litigation or legal action pending or taken by any ministry or department of the government or any statutory body against the Promoters. For details of contingent liability as per Accounting Standard 29, refer to the section “Financial Information” on page 141 of this Information Memorandum. Further, except as described below, there are no proceedings initiated or penalties imposed by any authorities against our Company, the Subsidiary and Directors and no adverse findings in respect of our Company, the Promoters, the Group Companies and the persons/entities connected therewith or Subsidiary, as regards compliance with securities laws. Further, except as described below, there are no instances where our Company, the Subsidiary or Directors have been found guilty in suits or criminal or civil prosecutions, or proceedings initiated for economic or civil offences or any disciplinary action by SEBI or any stock exchange, or tax liabilities. Further, except as disclosed below there are no (i) litigation against the Directors or the Promoters involving violation of statutory regulations or alleging criminal offence; (ii) past cases in which penalties were imposed by the relevant authorities on our Company, the Subsidiary, the Promoters, the Group Companies and the Directors; and (iii) outstanding litigation or defaults relating to matters likely to affect the operations and finances of our Company and the Subsidiary, including disputed tax liabilities and prosecution under any enactment in respect of Schedule V to the Companies Act, 2013. Unless stated to the contrary, the information provided below is as of the date of this Information Memorandum. A. CONTINGENT LIABILITIES

Our total contingent liabilities that have been provided for and as disclosed in our audited financial statements, as per Indian GAAP as of March 31, 2015, were `305.59 Lacs. For further details, see the notes to our restated consolidated financial information under the chapter titled “Financial Information” on page 141 of this Information Memorandum. B. LITIGATION INVOLVING OUR COMPANY

182

Litigation against our Company Civil Proceedings 1. Shri Jayantibhai Parshottamdas Patel vs. Hathisingh Hargovind Shah’s legal heirs. A civil suit bearing No. 2931 of 2014 was filed on December, 2014 by Shri Jayantibhai Parshottamdas Patel (“Plaintiff”) through his power of attorney holder Mr. Babhlal Zadafiya Plaintiff ) against Hathisingh Hargovind Shah‟s legal heirs and certain other persons (“Defendants”) in which Ganga Co.Op. Housing Society Ltd. (“Ganga COHSL”) has joined as Defendant No. 5. The said suit has been filed by the Plaintiff in relation to land bearing R.S. No. 17/3, & 17/4, City Survey No. 555, F.P. No. 162, T.P. No. 20, admeasuring about 2,987 sq. mts. Situated at Village Chanjizpur, Tauka City, Dist. Ahmedabad which was originally allotted by the Government to the Plaintiff‟s

great grandfather, late Ishwardas Bechardas Patel in the year of 1930 in the capacity of “ MUKHI” and later the suit

land was assigned by one Girdharbhai Ishwardas & Others (i.e.grand father of Plaintiff) in favour of Hathisingh Hargovind Shah and Others for the period of 999 years. Thereafter, after the death of the said Ishwarbahi B. Palel then before the year of 1941 the suit land came in share of his joint family of Girdharbhai Ishwarbhai Patel (as in the capacity of permanent tenant) thereafter, he and other co-owners (including father of plaintiff Mr. Parshottambhai Girdharbhai Patel) of the suit land had executed lease deed (with condition of sale) on dated January 20, 1941 in favour of deceased Hathisingh Hargovinddas Shah Defendent. No. 1) and two others and such lease deed was registered before the Sub-registrar office, Ahmedabd at serial no. 443 on dated January 27, 1941. Thereafter, the said Hathising Hargovinddas, Atmaram Kalidas Patel and Prabhatbhai Zinabhai alias Zinabhai Nartamdas Patel had executed lease deed dated January 20, 1961 in favour of Ganga COHSL. which was registered in Sub-registrar office at serial No. 2861 on April 19, 1961 and thereafter mutation entry was certified in the name on Ganga COHSL on October 18, 1961. The Plaintiff alleged that though the suit land was not transferable to any person except by the government, in the year of 1941, the deceased Hathisingh Hargovind Shah father of defendants 1/1, ½, 1/3 & ¼ (i.e. Mr. Naresh Hathingh Shah & Othrs.) had executed a bogus rent receipt in his favour and thereafter, in the year of 1953 he had executed deed of assignment and sale deed in his favour and said assignment deed and subsequent lease/sub-lease etc. were bogus. The Plaintiff has accordingly prayed before the court that to pass necessary order/Statusquo against the Defendants /or his/their representatives, power of attorney /agent/employees etc. to restrain them to do construction activities and maintain statusquo on the suit land /site. It is further alleged by the Plaintiff that the Defendant No. 5 (i.e. Ganga COHSL) has stared procedure to allot the suit land to its sister concerned firm named „ARVIND CITADEL‟ as joined as Defendant No. 6 in this present suit. Defenant No. 5 has denied all allegations made by the Plaintiff in the suit and submitted that the Plaintiff has no title in the suit land and the Plaintiff was never in the possession of the suit land. The Plaintiff has not served notice to the Ganga COHSL under the provision of the Gujarat Co.op. Society Act, 1961 which is compulsorily to be served to the Society and that the suit is barred by limitation and the plaintiff has no primfacie case, balance of convenience is also not in favour the plaintiff, and therefore, the plaintiff has no legal right to get interim/ permanent stay order form the Hon‟ble court and therefore, the suit and an application for interim stay is needs to be rejected/dismissed with cost by the court. The said suit is pending before the City Civil Court, Ahmedabad. 2. Shri Kanleshbhai Jayantibhai Patel vs. Hathisingh Hargovind Shah’s legal heirs.

A civil suit bearing No. 1249 of 2009 was filed on June 20, 2009 against total 7 seven defendants by Shri Kamleshbhai Jayantibhai) (“Plaintiff”) against Hathisingh Hargovind Shah‟s legal heirs and certain other persons

(“Defendants”) in which Ganga Co.Op. Housing Society Ltd. (“Ganga COHSL”) has joined as Defendant No. 5 .The said suit has been filed by the plaintiff in relation to land bearing R.S. No. 17/3, & 17/4, City Survey No. 555, F.P. No. 162, T.P. No. 20, admeasuring about 2,987 sq. mts. Situated at Village Chanjizpur, Tauka City, Dist. Ahmedabad which was originally owned by Plaintiff‟‟s great grandfather late Girdharbhai Iswarbhai Patel along

with joint co-ownership of (1) Ranchhodbhai Girdharbhai Patel, himself and guardian of his minor son Khodidas Ranchhodbhai and (2) Parshotambhai Gordhanbhai Patel and they had executed registered lease deed No. 443, dated January 1, 1941 in favour of one Hathising Hargovinddas (in the capacity as a benamidar of Atmaram Kalidas Patel and Prabhatbhai Zinabhai alias Zinabhai Nartamdas Patel) Shah and Shantilal Manilal Patel, for the period of 999 years. Thereafter, the said Shantilal Manilal Patel (in the capacity as a benamidar of Atmaram Kalidas Patel and Prabhatbhai Zinabhai alias Zinabhai Nartamdas Patel has executed Registered Assignment Deed No. 213, dated

183

January 16, 1953 in favour of Atmaram Kalidas Patel and Prabhatbhai Zinabhai alias Zinabhai Nartamdas Patel. Thereafter, the said Hathising Hargovinddas, Atmaram Kalidas Patel and Prabhatbhai Zinabhai alias Zinabhai Nartamdas Patel had executed lease deed dated January 20, 1961 in favour of Ganga COHSL Ltd. which was registered in Sub-registrar office at serial No. 2861 on April 19, 1961. The Plaintiff has alleged that (1) since the land in question land was owned by his great grandfather, he has his undivided share in the said land, and (2) he came to know about the said lease deed and deed of assignment on June 8, 2009 when he got true copy of the said deed/s and only than he knew that his late grand father Girdharbhai Ishwarbhai Patel had leased out the said land to the Defendant No.1 and others. The Plaintiff has further alleged that father of Defendants No.1/1, ½, 1/3 & ¼ i.e. Hathising Hargovinddas was “Gram Mukhi”(sarpanch) and also was

well educated he illegally got executed lease deed form Plaintiff‟s grandfather late Girdharbhai Ishwarbhai in their

favour and according to his allegation that the said lease deed was bogus and forged and therefore, the said lease deed as well as the subsequently above stated Deed of Assignment was also illegal, bogus and forged his grandfather late Girdharbhai Ishwarbhai Patel had never signed any such document in favour of late father of Defendant No. 1/1/, 1.2, 1/3 & ¼ (i.e late Hathising Hargovinddas ) but it was illegally created document by late Hathising Hargovinddas and therefore, the said lease deed as well as deed of assignment are bogus and void all the subsequent transactions for the said land is also null and void and also does not pass/give any right and interest in the said property. The Plaintiff has prayed before the court to pass the order that not to transfer the land in question by way of sale, gift, mortgage, assign by the Defendant No. 1and /or his/their representatives /agent/employees etc. restrain them to construct any type of kacha/pakka building on the said land and also restrain the defendants 1and /or his/their representatives /agent/employees etc to enter up on the said land and to declare the aforesaid leased deed and deed of assignment void as such document were created, bogus and forged. The Defendant No. 5, Ganga COHSL has denied all the allegation made by the Plaintiff in the said suit and also stated that the suit is barred by limitation because the first leased deed was executed on January 20, 1941 and deed of assignment dated January 17, 1953 and both the documents were duly registered in the office of the concerned Sub-registrar and that time the Plaintiff was not even borne and the society had acquired legal title, rights and interest and also in legal and peaceful possession of the said land in question and by way of lease deed dated November 10, 1960 which was registered before the Sub-registrar office on January 20, 1961 at serial no. 2861 and therefore , the present suit filed by the Plaintiff is required to be dismissed by the Hon‟ble court. The said suit is

pending before the City Civil Court, Ahmedabad.

Tax Proceedings 1. Income Tax Litigation for AY 2011-2012 Our Company has been issued a demand notice in relation to assessment year 2011-2012 for `7,53,380 by Income Tax Department pursuant to assessment order dated March 12, 2014 under section 143 (3) of the IT Act. Our Company has preferred an appeal before the Commissioner of Income Tax (Appeal) against the said order and the said appeal is pending. 2. Income Tax Litigation for AY 2012-2013 Our Company had been issued a show cause notice under section 142(1) of the IT Act dated March 4, 2015 (“Show Cause Notice”) and was requested to explain as to why land and land development right advance given to certain third parties should not be treated as interest free advances and interest @12% be charged. Our Company as a response to the Show Cause Notice had submitted that the said advances are in the nature of trade advances which are never subject to the charge of any interest. Vide an assessment order dated March 16, 2014 issued by Deputy Commissioner of Income Tax, Circle-1 (1)(1), Ahmedabad under section 143(3) of the IT Act (“Assessment Order”) the claim of our Company in respect of the interest was not allowed. As per the Assessment Order, our Company had advanced huge amounts to different parties towards land purchase. However, no land was purchased from such parties, as per records of our Company nor any interest income was received in respect of such advances. It has been stated in the Assessment Order that interest on borrowed capital is allowed as a deduction from business only if it satisfies the condition that it is only for the purpose of business or profession and that the said condition is not satisfied by our Company. Accordingly, interest expenses in proportion to the funds diverted for non-business

184

purpose amounting to `1,23,00,000 was disallowed and added to the total income since our Company has been paying interest @12%. Further, vide the Show Cause Notice our Company was asked to show cause as to why information technology expenses of `11,00,233 should not be treated as capital in nature and disallowed. As a response to the Show Cause Notice, our Company had submitted that the said expenses are not capital in nature and the same shall in no case be disallowed. Vide the Assessment Order it has been alleged that these expenses are in fact in the nature of capital expenses. Accordingly, the said technology expenses are liable to be treated as capital expenditure and our Company was allowed depreciation @25% which worked out to be `137,529 and technology expenses of `9,62,704 was disallowed and added to the total income of our Company. Further, vide the Show Cause Notice our Company was asked as to why employees contribution of ESI paid after due date should not be disallowed as per section 36(1)(va) read with section 2(24)(x) of the IT Act. In response to the Show Cause Notice, our Company submitted that as the payments are made before the due date of filing of return of income, no disallowance was made in this respect. As per the Assessment Order, if the payment is not made within the due date then the expenses is not allowable under section 36(1)(va). Accordingly, the late payments of employee contribution of `3,627 towards ESI were added to the total income of our Company. Hence, the total income as per the Assessment Order was assessed at a loss of `36,62,278 as against a loss of `1,72,28,249 as was stated in the return of income that was filed by our Company. Aggrieved by the Assessment Order, our Company has filed an appeal before the Hon‟able Commissioner of Income Tax (Appeals) –VI, Ahmedabad. 3. Value Added Tax Our Company has received a notice under Section 74(1) of the KVAT Act of 2003 dated January 19, 2015 from Office of Additional Commissioner of Taxes (Enforcement), Bengaluru (“KVAT Authority”) (“Notice”). As per

the Notice, there has been a short declaration of turnover for an amount of `10,89,41,257 resulting in a tax liability of `43,57,648 for the years 2012-2013, 2013-2014 and 2014-2015 (Up to December 2014). As per the Notice, our Company has been claiming exemptions towards payment to sub-contractors and the same was deducted from admitted total turnover amounting to `6,96,17,617 which has resulted in excess collection of taxes at the rate of 4% amounting to `27,84,704 for the years 2012-2013, 2013-2014 and 2014-2015. Our Company has filed a reply dated February 6, 2015 refuting the charges made by the KVAT Authority. There has been no further development in the matter. Criminal Proceedings 1. Crime no. 112/2015 against Sharath S. Fasalkar

An FIR dated May 4, 2015 and a criminal complaint has been filed by one Balaraj against one of our employees, Sharath S. Fasalkar in capacity of a manager and alleging that our Company has entrusted the work of blasting the rock at a construction site to Imperial Constructions illegally and without taking any precautionary measures so as to endanger the human life and property, an act punishable under Section 336 of the Indian Penal Code, 1860 and Section 3 of the Explosive Substances Act, 1908. Thereafter, Sharath S Fasalkar has filed a petition bearing Criminal Miscellaneous Petition No. 2989/2015 against the State of Karnataka under Section 438 of the Code of Criminal Procedure, 1973 for anticipatory bail in the Court of LXII Additional City Civil and Sessions Judge (C.C.H. 63) at Bengaluru (“Court”). Vide order dated May 29, 2015, the Court has granted the anticipatory bail to Sharath S. Fasalkar on the condition inter alia that Sharath S. Fasalkar executes a personal bond of `3,00,000 with two solvent sureties. Litigation by our Company Nil Notices issued by our Company

185

Nil

C. LITIGATION INVOLVING OUR DIRECTORS

Nil

D. POTENTIAL LITIGATION

Nil

E. LITIGATION INVOLVING OUR PROMOTERS

Litigation involving Aura Securities Private Limited Tax Matters 1. Income Tax Litigation for AY 2010-2011 An assessment order dated March 30, 2013 issued by Deputy Commissioner of Income Tax, Circle -1 Ahmedabad (Assessment Order) has been received by Aura Securities Private Limited (the “Company”) , the following facts

inter-alia have been stated and pursuant to which show cause notice dated February 25, 2013 was issued upon the Company: i) The shares of 30,00,000 shares of Arvind Limited were purchased and sold resulting in long term capital loss of `7,95,59,183 and the warrants 4,00,000 shares were purchased and sold resulting in long term capital loss of `4,59,949 resulting in a long term loss of `80,017,003 which has been claimed as a colourable device to reduce tax laibility; ii) The shares of 1,00,000 shares of Anagram Knowledge Academy Limited were purchased at a price of `500 per share and sold at `150 per share resulting in short term capital loss if `3,50,00,000 and short term capital loss on sale of warrants of Anagram Stockbroking Limited and consequently a short term loss of `3,86,19,050 claimed as a colourable device to reduce tax laibility; iii) Disallowance under section 14A of the IT Act read with Rule 8D of the IT Rules for an amount of `2,09,20,410; and iv) Short interest charged at 6% and not 12% on loan of `25,15,31,233 given by the Company; and disallowance of car depreciation of `16,03,792. The Company was consequently issued notices under section 274 read with section 271(1)(c) of the IT Act for furnishing of inaccurate particulars of income. The Company has preferred appeal against the said order/notice and the same is pending with Commissioner of Income Tax (Appeal). 2. Income Tax Litigation for AY 2011-2012 An assessment order dated March 30, 2014 issued by Deputy Commissioner of Income Tax, Circle -1 Ahmedabad (Assessment Order) has been received by Aura Securities Private Limited (the “Company”), the following facts

inter-alia have been stated: i) Purchase and sale transactions in 66,00,000 shares of Arvind Limited at `31,54,96,500 and sold at `14,99,10,247 at a long term capital loss of `25,72,00,455 alleging that the Company has sold the shares less than the market price to a related party as a colourable device to reduce the tax liability.

186

ii) Disallowance under section 14A of the IT Act read with Rule 8D of the IT Rules for an amount of `1,35,000; and iii) Availment of excess deprecation of `37,459 at the rate of 15% as against `24,972 at the rate of 10%. The Company was consequently issued notices under section 274 read with section 271(1)(c) of the IT Act for furnishing of inaccurate particulars of income. The Company has preferred appeal against the said order/notice and the same is pending with Commissioner of Income Tax (Appeal). 3. Income Tax Litigation for AY 2012-2013 An assessment order dated March 30, 2015 issued by Deputy Commissioner of Income Tax, Circle -1 Ahmedabad (Assessment Order) has been received by Aura Securities Private Limited (the “Company”) , the following facts

inter-alia have been stated and pursuant to which show cause notice dated February 27, 2015 was issued upon the Company: i) Disallowance of depreciation of `9,56,310 on motor car; ii) Disallowance under section 14A of the IT Act read with Rule 8D of the IT Rules for an amount of `470,000; iii) Availment of depreciation of `3,40,673 at the rate of 15% as against 10%. iv) Charging of interest free advance to subsidiaries for an amount of `17,44,55,000 as against interest at the rate of 12%; v) Deduction of `97,224 under section 35D towards demerger expenses; vi) Disallowance under section 40(a)(ia) of the IT Act of an amount of `12, 25,908 towards use of credit card; and vii) Non-adding to the books of profits a disallowance amount of `1,04,87,720. The Company was consequently issued notices under section 274 read with section 271(1)(c) of the IT Act for furnishing of inaccurate particulars of income. The Company has preferred appeal against the said order/notice and the same is pending with Commissioner of Income Tax (Appeal).

F. LITIGATION INVOLVING OUR SUBSIDIARY

Nil

G. LITIGATION INVOLVING OUR GROUP COMPANIES

1. Legal Hiers of Late Rushikumar Govindlal Patel and others vs. Arvind Mills Limited A civil suit bearing no. 503/2009 was filed on March, 2009 by the legal heirs of Late Rushikumar Govindlal Patel and others (“Plaintiffs”) against Ashoka Mills Ltd. and later Arvind Mills Ltd.) (“Defendant”) The said suit has

been filed by the plaintiff in relation to a land bearing F.P. No. 41, P.P. No. 12 admeasuring 7 Acre and 19 Guntha situated at Village Asarwa, Tal. City, Dist. Ahmedabad which was originally allotted by the Plaintiffs‟ No.1.2 & 1.3

great grandfather and others to one Shri Shantilal Gopaldas on lease. The Plaintiffs alleged that the their great grandfather had never sold or lease out the said land to the defendant and therefore, the Defendant does not have any right and interest on the said land and have accordingly prayed that the Defendent should not transfer, assign,

187

mortgage, sale said land through its agent, employee etc. till pendency of the suit. Defendant has alleged that the said land was assigned on lease hold basis to Hari Vallabh Mulchand Mills Ltd. Thereafter, Hari Vallabh Mills Ltd. had given this land on sub- lease for the period of 999 years to M/s Ashoka Mills Ltd. and thus have sub-lease hold rights over the land in dispute. Defendant has in its written statement admitted that they do not deny that they are not owners of the lease hold land only admeasuring about 30,250 sq. mtrs.(bearing F.P. No. 41) but Plaintiffs are not owners of the entire land about 71,240 sq. mtrs. for which they have filed the suit. (final plot no. 41 was allotted against original lease hold land is only 30,250 sq. mtrs.) and Defendant has sub lease hold rights over the suit land. An application for interim injunction (stay) which was filed by the Plaintiff along with plaint, before the City Civil Court, Ahmedabad, the Hon‟ble court has granted stay order on March 20, 2015 till disposal of the suit in respect of land in suit. Thereafter, being aggrieved by the impugned order, Defendant has filed an Appeal No. 105 of 2015 and Civil Application No. 4896 of 2015 in the High Court of Gujarat on April 17, 2015. The High Court of Gujarat vide order dated June 17, 2015, quashed the impugned order and set aside and remanded the matter back to the City Civil Court for deciding notice of motio afreash. The appeal from the order was accordingly disposed off by the High Court of Gujarat. Tax proceedings Cases against Arvind Limited

` in crore AY Appeal no. Party Disallowance Demand Penalty Current

Status Financial

Implication

2004-05

292/14 Dy CIT-

Cir-1 0 - 13.84 Pending

before ITAT 13.84

1565/11 CIT-I 41.00

3.15 -

Pending before High

Court 3.15

1996-97

27125/14 CIT-I 28.72

13.12 -

Pending before

Supreme Court 13.12

1108/13 CIT-I 42.96

19.76 -

Pending before High

Court 19.76

1995-96

20833/14 CIT-I 32.41

14.90 -

Pending before

Supreme Court 14.90

19117/14 CIT-I 1.74

00.80 -

Pending before

Supreme Court 00.80

1107/13 CIT-I 18.64

08.57 -

Pending before High

Court 08.57

Cases filed by Arvind Limited

` in crore AY Appeal no. Party Disallowance* Demand Penalty Current

Status Outstanding

2011-12 CIT(A)-VI 37.22

12.36 - Pending with

CIT 12.36

2010-11 CIT(A)-VI 33.79


CIT 11.48

2009-10 CIT(A)-VI 39.38


CIT 39.38

2008-09 335 CIT(A)-VI 54.34


CIT 18.46 2007-08 862/12 Dy CIT- Cir 17.69 05.95 - Pending 05.95

188

AY Appeal no. Party Disallowance* Demand Penalty Current Status

Outstanding

-1 before ITAT

2007-08 862/112 Dy CIT- Cir

-1 16.06

01.80 - Pending

before ITAT 01.80

*For the above mentioned information we have considered a threshold of `26 crores of the net worth which is one percent of the net worth of AL.

H. LITIGATION INVOLVING OUR JOINT VENTURES Civil 1. Mr. Shyam Purohit and Mr. Kantibhai Modi versus M/s Arvind Bsafal Homes LLP (“Arvind Bsafal”) A consumer complaint No. 387/2012 has been filed by customers of Arvind Bsafal Mr. Shyam Purohit and Mr. Kantibhai Modi (“Complainants”) against Arvind Basafal and B. Safal Infrastructures (the “Respondents”) under

section 11 of Consumer Protection Act, 1986 in the Consumer Disputed Redressal Forum, Ahmedabad (“CDRF”).

The Complainants had alleged vide the said complaint that they had deposited an amount of `2,85,000 with the Respondents and had jointly booked flat bearing No. 603 in the scheme named “PARISHKAR‟ at Rohit Mill

Premises, Khokhara Circle, Maninagar, Ahmedabad (“Flat”) which was developed, constructed and supervised by

the Respondents. It was further alleged by the Complainants that at the time of booking of the Flat, the Complainants were told that the Flat would be of 1,160 sq.ft. super built-up area but after depositing the booking amount of `2,85,000 the Complainants came to know that the Flat was only of 1,129 sq.ft. super built-up area. Upon being approached by the Complainants regarding this fact, the Respondents said that the Flat being of 1,160 sq.ft. super built-up area must have been mistakenly conveyed to the Complainants. The Complainants had further alleged that the Respondents approached them to deposit the amount which was not agreed to be paid at the time of depositing the booking amount of `2,85,000 and had also threatened the Complainants that if they do not deposit the amount then the Respondents would cancel the booking of the Flat and booking amount which was paid by the complainants would also not be refunded. The Complainants had prayed vide the said Complaint inter-alia for the refund of the said amount of `2,85,000, directing the Respondents to pay `1,00,000 for the mental stress and agony caused to the Complainant and directing the Respondents to pay `25,000 towards litigation costs. The said Complaint was allowed by the CDRF vide order dated January 18, 2014 and the Respondents were directed inter-alia to refund the deposit amount of `2,85,000 to the complainant with interest @ 9% from October 2, 2010 within three months from the date of the said order. Thereafter, being aggrieved and dissatisfied with the order passed by the CDRF, the Respondents filed an appeal no. 621/2014 before the Consumer Disputes Redressal Commission, Gujarat State, Ahmedabad (“CDRC”) wherein they prayed for quashing of the order dated January 18, 2014. The

Hon‟ble President of the CDRC has allowed an application of Arvind Bsafal and vide order dated August 6, 2014 stayed order of the CDRE dated January 18, 2014 till next date on condition that the Respondents (present appellants) deposit 50% of ordered amount with the commission by demand draft within 6 weeks from the date of the order. 2. Central Excise Arvind Bsafal Homes LLP, our Joint venture, wherein our Company is a partner with capital contribution ratio of 50% and profit sharing ratio of 41% has received a show cause notice dated November 27, 2013 from the Additional Commissioner Central Excise, Ahmadabad – I in relation to the manufacturing of Ready Mix Concrete during November-12 to March-13, alleging that goods viz Ready Mix Concrete totally valued at `5,80,10,487 has been cleared by them in contravention of Central Excise Act, 1944 and demanding as to why (i) central excise duty of `11,95,016 as specified in Central Excise Tariff Act, 1985 leviable on clearances of Ready Mix Concrete totally valued at `5,80,10,487 to the various construction sites during the period November 2012 to June 2013 should not be recovered from them under the provision so section 11 A(5) of the Central Excise Act, 1944; (ii) interest on duty amount of `11,95,016 at the appropriate rate should not be charged and recovered from them under section 11AA of the Central Excise Act, 1944; (iii) penalty should not be imposed on them under Rule 25 of Central Excise Rules, 2002, read with 11 AC (1) b of Central Excise Act, 1944; and (iv) the goods viz Ready Mix Concrete totally valued at `5,80,10,487 has been cleared by them in contravention of Central Excise Act, 1944 should not be held liable for

189

confiscation in terms of provisions of Rule 25 of the Central Excise Rule, 2002. The matter is currently pending before the Commissioner of Central Excise and Customs, Ahmedabad. 3. Service Tax Arvind Bsafal Homes LLP, an LLP where our Company is a partner with capital contribution ratio of 50% and profit sharing ratio of 41% has received a service tax demand notice dated May 13, 2013 from the Superintendent, Service Tax Range – XIII, Division – III, Ahmadabad – I demanding a service tax on job work charges amounting to `16,29,595 in relation to the manufacturing of Ready Mix Concrete during November-12 to March-13. The matter is pending before the Superintendent of Service Tax.

I. PENALTIES IMPOSED IN PAST CASES FOR THE LAST FIVE YEARS

Nil

J. PAST CASES WHERE PENALTIES WERE IMPOSED

Nil

K. AMOUNTS OWED TO SMALL SCALE UNDERTAKINGS AND/OR OTHER CREDITORS As of the date of this Information Memorandum our Company does not owe any amount to any micro, small and medium enterprises or other creditors which has been outstanding for more than 30 days except in the ordinary course of business. For further details, refer to the chapter titled “Financial Information” on page 141 of this Information Memorandum.

L. MATERIAL DEVELOPMENTS SINCE THE LAST BALANCE SHEET DATE

Except as disclosed in the chapter titled “Management’s Discussion and Analysis of Financial Conditions and Results of Operations” on page 171 of this Information Memorandum, in the opinion of our Board, there have not arisen, since March 31 2015, any circumstances that materially or adversely affect or are likely to affect our profitability or the value of our consolidated assets or our ability to pay our material liabilities within the next 12 months. M. PAST INQUIRIES, INSPECTIONS OR INVESTIGATIONS

There have been no inquiries, inspections or investigations initiated or conducted under the Companies Act 2013 or any previous company law in the last five years immediately preceding the year of issue of the Information Memorandum in the case of Company, Promoters, Directors and all of its Subsidiaries. Other than as described above, there have been no prosecutions filed (whether pending or not) fines imposed, compounding of offences in the last five years immediately preceding the year of the Information Memorandum. Further, there is no legal action pending or taken by any Ministry or Department of the Government or a statutory authority against the promoters during the last five years immediately preceding the year of the issue of the Information Memorandum and any direction issued by such Ministry or Department or statutory authority upon conclusion of such litigation or legal action.

190

GOVERNMENT AND OTHER APPROVALS

The Company was incorporated as Arvind Infrastructure Limited on December 26, 2008 under the Act under CIN No. U45201GJ2008PLC 055771 and obtained the certificate of commencement of business on January 6, 2009. Pursuant to the Scheme, all the permissions, approvals, licenses etc. granted by the Government and Government agencies in connection with or relating to the Real Estate Undertaking of AL shall be transferred to and vested in and/or deemed to be transferred to and vested in our Company. The approvals which are typically required for a real estate development project include approvals for building plans, the conversion of agricultural lands to non-agricultural lands (where applicable), the approval of lay-outs and approvals relating to certain infrastructure facilities such as power and water. Similarly, approvals from various government authorities, including from the relevant environmental authorities, airport authorities and fire authorities are required for buildings above a certain stipulated height. Building completion certificates are obtained in accordance with applicable law from the appropriate authorities after the projects have been completed. A list of approvals to carry on our business is set out below: Sr. No.

Authorisation granted

Issuing Authority Registration No./Reference No./License No.

Date of Issue Validity

1. Permanent Account Number (PAN)

Income Tax Department, GoI

AAHCA5001H

- Valid until cancellation

2. Tax Deduction Account Number (TAN)

Income Tax Department, GoI

AHMA08524F

January 28, 2009

Valid until cancellation

3. Permission for Composition of tax under section 14A of The Gujarat Value Added Tax Act, 2003

Commercial Tax Department, Gujarat

PWC00200000000001000

March 29, 2014 Valid from April 1, 2014 until cancellation

4. Certificate of Registration under Rule 5(1) of the Central Sales Tax (Registration & Turnover) Rules, 1957 and Section 7(1) and (2) of the Central Sales Tax Act, 1956 (TIN Central)

Commercial Tax Department, Gujarat

24572602881 April 13, 2010 Valid from January 29, 2010 until cancellation

5. Service Tax Code Central Board of Excise and Custom

AAHCA5001HSD001 May 5, 2011 (Last amended – June 9, 2015)

Valid until cancellation

6. Certificate of Registration under Gujarat Value Added Tax, 2003

Commercial Tax Department, Government of Gujarat

24072602881 April 13, 2010 Valid from June 3, 2009 until cancellation

7. Certificate of Registration under sub-section (2) of section 7 of The Contract Labour

Department of Labour, Government of Karnataka

ALCB-3/CLA/P-09/2013-14

April 24, 2013 (Last amended – April 30, 2013)

Valid from April 30, 2013 until cancellation

191

Sr. No.

Authorisation granted

Issuing Authority Registration No./Reference No./License No.

Date of Issue Validity

[Regulation and Abolition] Act, 1970

8. Certificate of Registration under The Contract Labour [Regulation and Abolition] Act, 1970

Department of Labour, Government of Gujarat

AMD/261-3/2011 January 2, 2012 Valid from January 2, 2012 untill cancellation

9. Employee‟s State

Insurance Corporation Registration of ESI Act, 1948

Gujarat Regional Office, Employee State Insurance Corporation

37001016490001009 March 26, 2012 Valid from March 26, 2012 until cancellation

10. Provident Fund Registration under Employees‟

Provident Fund and Miscellaneous Provisions Act, 1952

Ministry of Labour, Government of India

GJ/PFC/NRD/62326ENF/1637

February 10, 2012

Valid from January 1, 2012 until cancellation

11. Registration of Shops & Establishment Registered Office

Ahemdabad Municipal Corporation

PII/NRD/02/001273 (NARODA)

January 4, 2010 Valid from January 4, 2010 until December 31, 2015

12. Composition Tax Registration Certificate under section 22 of Karnataka Value Added Tax Act, 2003

Government of Karnataka

29450694915 July 10, 2013 August 28, 2012 until cancellation

A list of project specific approval is listed out below: Sr. No.

Name of the Project

Approvals

1. Alcove NA order from Taluka Panchayat Office, Kalol vide ref. no. Taluka Panchayat/JMN/SR-87-97-98 dated August 9, 1999 for S. No. 38/paiki NA order received from Revenue branch of District Panchayat Office of Gandhinagar vide ref. no. District Panchayat/JMN/NASR41/Vashi/669 to 677/09 dated March 20, 2009 for S. No. 28 Rajachitthi received from Shanavad Gram Panchayat vide letter no. February 21, 2009

2. Megatrade Plan approval from Ahmedabad Municipal Corporation vide ref no. BLNTI/NZ/170211/P/B230/RO/M1 dated November 11, 2011 Construction commencement certificate from Ahmedabad Municipal Corporation vide Rajachitthi no. 24448/170211/P/B230/RO/M1 dated November 11, 2010 Building use permission from Ahmedabad Municipal Corporation vide ref. no. BLNTI/NZ/170211/P/B230/RO/M1+BU/NZ/300513/0264 dated August 7, 2013

3. Parishkaar Plan approval from Ahmedabad Municipal Corporation vide ref no. LTS/EZ//310810/P/A9053/M1 dated September 1, 2010

192

Sr. No.

Name of the Project

Approvals

Construction commencement certificate from Ahmedabad Municipal Corporation vide Rajachitthi no. 17273/310810/A9053/M1 dated September, 2010 NOC from Airport Authority of India vide letter ref. no. AAI FP No. 31 dated November 10, 2010 Building use permission from Ahmedabad Municipal Corporation vide ref. no. BHNTS/EZ/181010/P/A9351/RO/M1 dated August 8, 2013 – Block A Building use permission from Ahmedabad Municipal Corporation vide ref. no. BHNTS/EZ/181010/P/A9353/RO/M1 dated August 8, 2013 – Block B Building use permission from Ahmedabad Municipal Corporation vide ref. no. BHNTS/EZ/181010/P/A9354/RO/M1 dated August 30, 2013 – Block C Building use permission from Ahmedabad Municipal Corporation vide ref. no. BHNTS/EZ/181010/P/A9358/RO/M1 dated August 30, 2013 – Block D Building use permission from Ahmedabad Municipal Corporation vide ref. no. BHNTS/EZ/181010/P/A9358/RO/M1 dated August 30, 2013 – Block E Building use permission from Ahmedabad Municipal Corporation vide ref. no. BHNTS/EZ/181010/P/A9359/RO/M1 dated August 30, 2013 – Block F Building use permission from Ahmedabad Municipal Corporation vide ref. no. BHNTS/EZ/181010/P/A9360/RO/M1 dated August 30, 2013 – Block G Building use permission from Ahmedabad Municipal Corporation vide ref. no. BHNTS/EZ/181010/P/A9361/RO/M1 dated August 30, 2013 – Block H Building use permission from Ahmedabad Municipal Corporation vide ref. no. BHNTS/EZ/181010/P/A9362/RO/M1 dated August 30, 2013 – Block I Building use permission from Ahmedabad Municipal Corporation vide ref. no. BHNTS/EZ/181010/P/A9351/RO/M1 dated August 30, 2013 – Block J Building use permission from Ahmedabad Municipal Corporation vide ref. no. BHNTS/EZ/181010/P/A9351/RO/M1 dated August 30, 2013 – Block K Building use permission from Ahmedabad Municipal Corporation vide ref. no. BHNTS/EZ/181010/P/A9351/RO/M1 dated August 30, 2013 – Block L

4. Trade Square Plan approval from Ahmedabad Municipal Corporation vide ref no. LTS/EZ//310810/P/A9053/M1 dated September 1, 2010 Construction commencement certificate from Ahmedabad Municipal Corporation vide Rajachitthi no. 17273/310810/A9053/M1 dated September 1, 2010 NOC from Airport Authority of India vide letter ref. no. AAI FP No. 31 dated November 10, 2010 Building use permission from Ahmedabad Municipal Corporation vide ref. no. BHNTS/EZ/181010/P/A9377/RO/M2 dated August 30, 2013

5. Expansia Zone change letter from Bangalore Development Authority vide ref. no. 5014/2011-12 dated December 28, 2011 Plan approval by Bruhat Bangalore Mahanagara Palike vide ref no. BBMP/MI//TP/Committee/LP/233/12-13 dtd. 9.11.2012 and BBMP/Addt. Dir/HDP/0320/12-13 dtd. 20.6.2014 – Elevation, Basement, Ground Floor, 1st Floor, 2nd Floor, 3rd Floor, 4th Floor, Apartment Terrace Plan Construction commencement certificate from Bangalore Development Authority vide ref. no. 199/594/2011-12 dated February 16, 2012

6. Citadel NA received from Deputy Collector (NA) vide ref. no. NA/U1/Changispur/Case No. 52/97-98 dated January 19, 1998 Master Plan approval from Ahmedabad Municipal Corporation vide ref. no. BLNTS/WZ/270813/GDR/A0306/RO/M1 dated September 30, 2013 – Block A Master Plan approval from Ahmedabad Municipal Corporation vide ref. no. BLNTS/WZ/270813/GDR/A0307/RO/M1 dated September 30, 2013 – Block B Master Plan approval from Ahmedabad Municipal Corporation vide ref. no. BLNTS/WZ/270813/GDR/A0308/RO/M1 dated September 30, 2013 – Block C

193

Sr. No.

Name of the Project

Approvals

Construction commencement certificate from Ahmedabad Municipal Corporation vide Rajachitthi No. 01014/270813/A0306/R1/M1 dated April 3, 2014 – Block A Construction commencement certificate from Ahmedabad Municipal Corporation vide Rajachitthi No. 01015/270813/A0307/R1/M1 dated April 3, 2014 – Block B Construction commencement certificate from Ahmedabad Municipal Corporation vide Rajachitthi No. 01016/270813/A0308/R1/M1 dated April 3, 2014 – Block C

7. Sporcia Plan approval by Bangalore Development Authority vide ref no. 799/2014-15 dated May 24, 2014 Plan approval by Bangalore Development Authority vide ref no. 1883/2014-15 dated August 16, 2014 – Revision Building Plan – Site approval by Bangalore Bruhat Mahanagar Palika vide ref. no. BBMP/Addl. Dir/JDNORTH/0161/2014-15 dated October 18, 2014 Building Plan approval by Bruhat Bangalore Mahanagara Palike vide ref. no. BBMP/Addl. Dir/JDNORTH/0161/2014-15 dated October 18, 2014 – Site, Section, Elevation, Basement, Ground Floor, Typical Floor Plan-1st to 13th Floor, Typical Floor Plan -14th Floor, Terrace Fire NOC from The Commissioner, Bruhat Bangalore Mahanagara Palike vide ref. no. GBC (1) 297/2014 dated August 11, 2014 Environment clearance from State Level Environment Impact Assessment Authority, Karnataka vide ref no. SEIAA:7:Con:2012 dated May 21, 2012 NOC from Bangalore Water Supply and Sewerage Board, Bangalore vide ref no. BWSSB/EIC/CE(M)-III/DCE(M)-I/TA(M)-III13915/2014-15 dated February 12, 2015 Construction Commencement Certificate received from Bruhat Bangalore Mahanagara Palike vide Ref. No. BBMP/Addl. Dir/JD(North)/LP/0161/2014-15 dated October 18, 2014

8. Uplands In-principal Township Approval from Government of Gujarat, Urban Development and Urban Housing Department vide Order No. PRCH-102012-5021-L dated September 29, 2012 NA orders for converting land for non-agricultural use received from DDO Office, Ahmedabad vide various order numbers – Total 115 Vighas NA orders received Plan approval from Ahmedabad Urban Development Authority vide letter ref. no. 08367 dated August 16, 2013 Water approval from Sardar Sarovar Narmada Nigam Limited vide letter ref. no. NPCD-8/PB/Arvind-Jethlaj/1474 dated July 22, 2014 Environment clearance from State Level Environment Impact Assessment Authority, Gujarat vide ref no. SEIAA/GUJ/EC/8(b)/2735/2015 dated June 30, 2015

9. Beyond Five NA orders for converting land for non-agricultural use received from TDO Office, Moti Devti and DDO Office, Ahmedabad vide various order numbers – Total 155 Vighas NA orders received Plan Approval from Town Planning & Valuation Dept. (TPVD) vide letter ref. no. NABP/Moti Devti/Sanand/987 dated July 7, 2014 – Plan Approval 1 Plan Approval from Town Planning & Valuation Dept. (TPVD) vide letter ref. no. NABP/Moti Devti/Sanand/984 dated July 7, 2014 – Plan Approval 2 Plan Approval from Town Planning & Valuation Dept. (TPVD) vide letter ref. no. NABP/Moti Devti/Sanand/988 dated July 7, 2014 – Plan Approval 3 Plan Approval from Town Planning & Valuation Dept.(TPVD) vide letter ref. no. NABP/Moti Devti/Sanand/983 dated July 7, 2014 – Plan Approval 4 Plan Approval from Town Planning & Valuation Dept.(TPVD) vide letter ref. no. NABP/Moti Devti/Sanand/1017 dated July 10, 2014 – Plan Approval 5 Plan Approval from Town Planning & Valuation Dept.(TPVD) vide letter ref. no. NABP/Moti Devti/Sanand/986 dated July 7, 2014 – Plan Approval 6 Plan Approval from Town Planning & Valuation Dept. (TPVD) vide letter ref. no. NABP/Moti Devti/Sanand/985 dated July 7, 2014 – Plan Approval 7 Construction Commencement Certificate (Rajachitthi) from Gram Panchayat, Moti Devti

194

Sr. No.

Name of the Project

Approvals

Village Sanand Taluka vide various reference no. and dated – 33 Rajachitthis 10. Megaestate Plan approval from Ahmedabad Municipal Corporation vide Case No.

BLNTI/NZ/070213/P/B5522/RO/M1 dated November 1, 2013 – Block A Plan approval from Ahmedabad Municipal Corporation vide Case No. BLNTI/NZ/070213/P/B5523/RO/M1 dated November 1, 2013 – Block B Commencement Certificate (Rajachitthi) from Ahmedabad Municipal Corporation vide Rajachitthi No. 34482/070213/B5522/RO/M1 dated November 1, 2013 – Block A Construction Commencement Certificate (Rajachitthi) from Ahmedabad Municipal Corporation vide Rajachitthi No. 34482/070213/B5523/RO/M1 dated November 1, 2013 – Block B

List of Pending Government Approvals for Ongoing Projects:

Ongoing Projects Location Government Approval Remarks

Uplands Ahmedabad Change in Land Use – NA NA pending for 100 vighas of project land of 231 vighas

Building Plan approval from Ahmedabad Urban Development Authority

Construction Commencement Certificate from Ahmedabad Urban Development Authority

Beyond Five Ahmedabad Change in Land Use – NA NA order pending for 90 vighas of project land of 300 vighas

Building plan approval from Town Planning & Valuation Department

Environment Clearance from SEAC, Gujarat Construction Commencement Certificate

Citadel Ahmedabad Building Use Permission from Ahmedabad Municipal Corporation

Megaestate Ahmedabad Building Use Permission from Ahmedabad Municipal Corporation

Expansia Bengaluru Building Use Permission Sporica Bengaluru Building Use Permission

195

OTHER REGULATORY AND STATUTORY DISCLOSURES

Authority of Listing The Hon‟ble High Court of Gujarat at Ahmedabad, vide its order dated March 30, 2015 (received by the Company on April 22, 2015 ), has approved the Scheme of Arrangement between Arvind Limited (“Transferor Company”)

and Arvind Infrastructrue Limited (“Transferee Company”) and their respective shareholders and creditors. For

more details relating to the Scheme and demerger please refer to the chapter titled “Salient Features of the Scheme” beginning on page 48 of this Information Memorandum. In accordance with the Scheme, the Demerged Undertaking stands transferred to and vested with Arvind Infrastructure Limited w.e.f. April 1, 2015 (the Appointed Date) pursuant to Section 391 to 394 read with Sections 78, 100 to 104 of the Companies Act, 1956. In accordance with the Scheme, the Equity Shares of the Company issued pursuant to the Scheme shall be listed and admitted to trading on BSE, NSE and ASE. Such listing and admission for trading is not automatic and is subject to fulfilment by the Company of listing criteria of BSE, NSE and ASE and also subject to such other terms and conditions as prescribed by BSE, NSE and ASE at the time of application by the Company seeking listing. Prohibition by SEBI The Company, its promoters, its promoter group, its directors, other companies promoted by the promoters or natural persons in control of the corporate promoter have not been prohibited from accessing the capital market under any order or direction passed by SEBI. Further, any of the directors of the Company are not associated with the securities market in any manner, and SEBI has not initiated any action against any entity, which whom the directors of the Company are associated. Eligibility Criterion There being no initial public offering or rights issue, the eligibility criteria in terms of Chapter III & IV of the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2009, as amended does not become applicable. However, SEBI has vide its letter No. CFD/DIL/BNS/PR/OW/22013/2015,dated August 5, 2015 granted relaxation of clause (b) to sub-rule (2) of rule 19 thereof by making an application to SEBI under sub-rule (7) of rule 19 of the SCRR as per the SEBI Circular No.CIR/CFD/DIL/5/2013 dated February 4, 2013 read with SEBI Circular No. CIR/CFD/DIL/8/2013 dated May 21, 2013.The Company has submitted its Information Memorandum, containing information about itself, making disclosure in line with the disclosure requirement for public issues, as applicable to BSE, NSE and ASE for making the said Information Memorandum available to public through their websites viz. www.bseindia.com and www.nseindia.com. The Company has made the said Information Memorandum available on its website viz: www.arvindinfra.com. The Company has published an advertisement in the newspapers containing its details in line with the details required as in terms of SEBI Circular CIR/CFD/DIL/8/2013 dated May 21, 2013; CIR/CFD/DIL/5/2013 dated February 4, 2013. The advertisement has been published in Financial Express, all India (English edition), Jansatta, Delhi, Chandigarh Lucknow and Kolkata (Hindi edition) and Financial Express, Ahmendabad (Gujarati edition) on August 22, 2015 and draws specific reference to the availability of this Information Memorandum on the Company‟s website. Wilful defaulters by Reserve Bank of India The Company, its promoters, its promoter group, the relatives (as per the Companies Act, 2013) of promoters and other companies promoted by the promoters are not identified as wilful defaulters by Reserve Bank of India or other authorities. General Disclaimer from the Company The Company accepts no responsibility for statements made otherwise than in the Information Memorandum or in the advertisements published in terms of SEBI circular no. CIR/CFD/DIL/5/2013 dated February 4, 2013 or any other material issued by or at the instance of the Company and that anyone placing reliance on any other source of

http://www.arvindinfra.com/

196

information would be doing so at his own risk. All information shall be made available by our Company to the public and investors at large and no selective or additional information would be available for a section of the investors in any manner. Jurisdiction Exclusive jurisdiction for the purpose of this Information Memorandum is with the competent courts/authorities in Ahmedabad, India. In Principle Approval from BSE, NSE & ASE The Company has received in-principle approval under clause 24(f) from BSE bearing no. DCS/AMAL/CS/24(f)/195/2014-15 dated October 28, 2014 and listing approval from BSE bearing no. DCS/AMAL/LP/IP/087/2015-16 dated July 6, 2015, in-principle approval under clause 24(f) from NSE bearing no. NSE/LIST/1137 dated October 27, 2014 and listing approval from NSE bearing no. NSE/LIST/32694 dated July 7, 2015 and in-principle approval under clause 24(f) from ASE bearing reference no. 397 dated November 10, 2014 and listing approval from ASE bearing no. 97 dated July 8, 2015. Disclaimer Clause – BSE As required, a copy of this Information Memorandum has been submitted to BSE. BSE has vide its letter dated October 28, 2014 respectively approved the Scheme of Arrangement under clause 24(f) of the Listing Agreement and by virtue of that approval, the BSE‟s name is included in this Information Memorandum as one of the Stock

Exchanges on which the Company‟s securities are proposed to be listed. The BSE does not in any manner:

warrant, certify or endorse the correctness or completeness of any of the contents of this Information Memorandum; or

warrant that this Company‟s securities will be listed or will continue to be listed on the BSE; or take any responsibility for the financial or other soundness of this Company; and it should not for any reason be deemed or construed to mean that this Information Memorandum has been

cleared or approved by the 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 BSE 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 – NSE As required, a copy of this Information Memorandum has been submitted to NSE. NSE has vide its letter dated October 27, 2014, approved the Scheme of Arrangement under clause 24(f) of the Listing Agreement and by virtue of the said approval NSE‟s name is included in this Information memorandum as one of the stock exchanges on

which this Company‟s securities are proposed to be listed. It is to be distinctly understood that the aforesaid permission given by NSE should not in any way be deemed or construed that this Information Memorandum has been cleared or approved by NSE; nor does NSE in any manner warrant, certify or endorse the correctness or completeness of any of the contents of this Information Memorandum; nor does it warrant that the Company‟s

securities will be listed or continue to be listed on the NSE; nor does it take any responsibility for the financial or other soundness of this Company, its promoters, its management or any scheme or project of the Company. Every person who desires to apply for or otherwise acquire any securities of the Company may do so pursuant to independent inquiry, investigation and analysis and shall not have any claim against NSE whatsoever by reason of any loss which may be suffered by such person consequent to or in connection with such subscription or acquisition, whether by reason of anything stated or omitted to be stated herein or any other reason whatsoever. Disclaimer Clause – ASE

197

As required, a copy of this Information Memorandum has been submitted to ASE. ASE has vide its letter dated November 10, 2014 respectively approved the Scheme of Arrangement under clause 24(f) of the Listing Agreement and by virtue of that approval, the ASE‟s name is included in this Information Memorandum as one of the Stock

Exchanges on which the Company‟s securities are proposed to be listed. Filing Copy of this Information Memorandum has been filed with BSE, NSE and ASE. Listing Application has been made to BSE, NSE and ASE for permission to deal in and for an official quotation of the Equity Shares of the Company. The Company has nominated BSE as the Designated Stock Exchange for the aforesaid listing of shares. The Company shall ensure that all steps for the completion of necessary formalities for listing and commencement of trading at all the Stock Exchanges mentioned above within such period as approved by SEBI. Demat Credit The Company has executed tri-partite Agreements with NSDL and CDSL both dated January 23, 2015 for admitting its securities in demat form. The ISIN allotted to the Company‟s Equity Shares is INE034S01021. Shares have been allotted to those shareholders who have provided necessary details to the Company and/or who were holding their shares in Arvind Limited in demat form as on the Record Date i.e. May 29, 2015. The demat shares have been credited to the demat accounts of the shareholders by CDSL and NSDL on June 18, 2015. Dispatch of share certificates Pursuant to the Scheme, on June 2, 2015, our Company has issued and allotted its Shares to eligible shareholders of Arvind Limited on the Record Date and our Company has dispatched share certificates to those shareholders holding shares in Arvind Limited in physical form on June 17, 2015. Expert Opinions Save as stated elsewhere in this Information Memorandum, we have not obtained an expert opinions. Previous Rights and Public Issues The Company has not made any public or rights issue since incorporation. Commission and Brokerage on previous issues Since the Company has not issued shares to the public in the past, no sum has been paid or is payable as commission or brokerage for subscribing to or procuring or agreeing to procure subscription for any of the Equity Shares since its inception. Companies under the same management There are no companies under the same management within the meaning of Section 370(1B) of the erstwhile Companies Act, 1956 other than the ones disclosed elsewhere in the Information Memorandum. Promise vis-à-vis Performance Our Company This is for the first time the Company is getting listed on the Stock Exchange.

198

Group Companies Arvind Limited Arvind Limited, one of our Group Companies, undertook a rights offering in 2001 of 7,54,12,459 Equity Shares of the face value of ` 10 each at a ratio of three equity shares for every four equity shares aggregating Rs. 75,41,24,590. The objects of the rights issue was the overall debt restructuring of Arvind Limited. Arvind Limited has utilised the proceeds arising out of the rights issue for the abovementioned object.

Outstanding Debenture or Bonds and Redeemable Preference Shares and Other Instruments Issued by the Company There are no outstanding debentures or bonds and redeemable preference shares and other instruments issued by the Company. Stock Market Data for Equity Shares of the Company Equity shares of the Company are not listed on any stock exchanges. The Company is seeking approval for listing of shares through this Information Memorandum. Disposal of Investor Grievances Sharepro Services (India) Private Limited is the Registrar and Transfer Agent of the Company to accept the documents/requests/complaints from the investors/shareholders of the Company. All documents are received at the inward department, where the same are classified based on the nature of the queries/actions to be taken and coded accordingly. The documents are then electronically captured before forwarding to the respective processing units. The documents are processed by professionally trained personnel. The Company has set up service standards for each of the various processors involved such as effecting the transfer/dematerialization of securities/change of address ranging from 3-7 days. Prakash Makwana, the Company Secretary and Compliance Officer of the Company is vested with responsibility of addressing the Investor Grievance in coordination with Registrar & Transfer Agents. Name and Contact Address of the Company Secretary and Compliance Officer: Prakash Makwana Arvind Infrastructure Limited Arvind Premises, Naroda Road Ahmedabad – 380 025 Gujarat, India Tel: +91-79-3013 7059 Fax: +91-79-3013 7021 E-mail: [email protected] Change in auditors during last three years The Company has appointed M/s. G.K. Choksi & Company, Firm Registration No. 101895W as Statutory Auditors of the Company on May 11, 2015 for a term of ending on succeeding Annual General Meeting. There has been no change in the auditor to the Company for the last three financial years. Capitalisation of reserves or profits Our Company has not capitalised reserves or profits since incorporation.

199

Revaluation of assets Our Company has not revalued its assets since incorporation.

200

SECTION VIII- MAIN PROVISIONS OF THE ARTICLES OF ASSOCIATION The regulations contained in Table "A" in the first Schedule to the Companies Act,1956, shall not apply to this Company, but the regulations for the Management of the Company and for the observance of the members thereof and their representatives shall subject to any exercise of the Statutory powers of the Company with reference to the repeal or alteration of or addition to its regulations by Special Resolutions, as prescribed by the Companies Act, 1956, be such as are contained in these Articles.

CAPTIAL

Article Number Contents 3

(Capital) The Authorised Share Capital of the Company shall be as per Paragraph V of the Memorandum of Association of the Company with rights to alter the same in whatever way as deemed fit by the Company. The Company may increase the Authorised Capital which may consist of Equity and/or Preference Shares as the company in General Meeting may determine in accordance with the law for the time being in force relating to Companies with power to increase or reduce such capital from time to time, in accordance with the law for the time being in force relatin to companies with power to increase or reduce such capital from time to time, in accordance with the Regulations of the company and the legislative provisions for the time being in force in this behalf and with power to divide the shares in the Capital for the time being into Equity Share Capital or Preference Share Capital for the time being into Equity Share Capital or Preference share Capital and to attach thereto respectively any preferential, qualified or special rights, privileges or conditions and to vary modify and abrogate the same in such manner as may be determined by or in accordance with these presents.

SHARES AND CERTIFICATES

Article Number Contents

11 (Restriction on allotment and

return of allotment)

The Board of Directors shall observe the restrictions to allotment of shares to the public contained in Sections 69 and 70 of the Act and shall cause to be made the returns as to allotment provided for in Section 75 of the Act.

22

(Share Certificate)

(a) Every member or allottee of shares shall be entitled, without payment to receive one certificate for all the shares of the same class registered in his name. Every share certificate shall specify the name of the person in whose favour it is issued, the share certificate number and the distinctive number(s) of the shares to which it relates and the amount paid up thereon. Such certificate shall be issued only in pursuance of a resolution passed by the Board and on surrender to the Company of its letter of allotment or its fractional coupons of requisite value, save in cases of issues, against letters of acceptance or of renunciation or in cases of issue of bonus shares PROVIDED THAT if the letter of allotment is lost or destroyed, the Board may impose such reasonable terms, if, any as it think fit, as to evidence and indemnity and the payment of out of pocket expenses incurred by the Company in investigating the evidence. If, any member shall require additional certificate he shall pay for each additional certificate (not being in the marketable lot) such sum not exceeding One Rupee as the Directors shall determine. The certificates of title too shall be issued under the seal of the Company and shall be signed in conformity with the provisions of the Companies (issue of Share Certificates). Rules, 1960 or any statutory modification or re-enactment thereof for the time being in force. Printing of blank forms to be used for issue of share certificates and maintenance of books and documents relating to issue of share Certificates shall be in accordance with the provisions of the aforesaid rules. Such certificates of title to shares shall be completed and kept ready for delivery within three months after the allotment and within one month after the application for the registration of the transfer of any such shares unless the conditions of issue of share provide

201

Article Number Contents otherwise. (b) Any two or more joint allottees or holders of shares shall, for the purpose of this Article, be treated as a single member and the certificate of any share which may be the subject of joint ownership, may be delivered to any one of such joint owners on behalf of all of them.

CALLS


33 (Directors may

make calls)

Subject to the provisions of Section 91 of the Act the Board of Directors may, from time to time by a Resolution passed at a meeting of a Board (and not be a circular resolution) make such calls as it thinks fit upon the members in respect of all moneys unpaid on the shares whether on account of the nominal value of the shares or by way of premium, held by them respectively and not be conditions of allotment thereof made payable at fixed time and each member shall pay the amount of every calls so made payable at fixed time and each member shall pay the amount of every call so made on him to the person or persons and at the times and places appointed by the Board of Directors. A call may be made payable by instalments. A call may be postponed or revoked as the Board may determine.

34 (Notice of calls)

Not less than thirty days notice in writing of any calls shall be given by the Company specifying the time and place of payment and the persons or person to whom such calls shall be paid.

37 (Amount payable at fixed time or

by instalments to be treated as

calls)

If by the terms of issue of any share or otherwise any amount is made payable at any fixed time or by instalments at fixed time (whether on account of the amount of the share or by way of premium) every such amount or instalment shall be payable as if it were a call duly made by the Directors and of which due notice has been given and all the provisions herein contained in respect of calls shall apply to such amount or instalment accordingly.

38 (When interest

on call or instalment payable)

If the sum payable in respect of any call or instalment be not paid on or before the day appointed for the payament thereof, the holder for the time being or allotee of the share in respect of which the call shall have been made or the instalment shall be due, shall pay interest on the same at such rate not exceeding eighteen per cet per annum as Directors shall fix from the day appointed for the payment thereof upto the time of actual payment but the Directors may waive payment of such interest wholly or in part.

40 (Payment in

anticipation of call may carry

interest)

The Board of Directors may, if it thinks fit, agree to and receive from any member willing to advance the same all or any part of the amount due upon the shares held by him beyond the sums actually called for and upon the moneys so paid up in advance or so much thereof, from time to time and at any time thereafter as exceeds the amount of the calls then made upon and in respect of its shares on accounts of which such advances are made, the Board of Directors may pay or allow interest at such rate not exceeeding, unless the Company in General Meeting shall otherwise direct, fifteen percent per annum as the member paying the sum in advance and the Board of Directors agree upon. The Board of Directors may agree to repay at any time any amount so advanced or may at any time repay the same upon giving to such members three months notice in writing. Money so paid in advance of the amount of calls shall not confer a right to participate in profit or dividend. No member paying any such sum in advance shall be entitled to voting rights in respect of the moneys so paid by him until the same would but for such payment become presently payable.

41 (Company to have lien on

shares)

The Company shall have a first and paramount lien upon all shares (other than fully paid up shares registered in the name of each member 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 and no equitable interests in any share shall be created except upon the footing and condition that this Article is to have full legal effect. Any such lien shall extend to all dividends from time to time declared in respect of shares, PROVIDED THAT the Board of Directors may, at any time, declare any share to be wholly or

202

Article Number Contents in part exempt from the provision of this Article.

42 (As to enforcing

lien by sale)

The Company may sell, in such manner as the Board think fit, any shares on which the Company has a lien for the purpose of enforcing the same PROVIDED THAT no sale shall be made: (a) Unless a sum in respect of which the lien exists is presently payable or

(b) Until the expiration of fourteen days after a notice in writing starting and demanding

payment of such part of the amount in respect of which the lien exists as is presently payable has been given to the registered holder for the time being of the share or the person entitled thereto by reason of his death or insolvency.

For the purposes of such sale, the Board may cause to be issued a duplicate certificate in respect of such shares and may authorise one of their members to excute a transfer thereof on behalf of and in the name of such members.

(c) The purchaser shall not be bound to see the application of the purchase money nor shall his title to the shares be affected by any irregularity or invalidity in the proceedings in reference to the sale.

43 (Application of

Proceeds of sale)

(a) The net proceeds of any such sale shall be received by the Company and applied in or towards satisfaction of such part of the amount in respect of which the lein exists as is presently payable; and (b) The residue, if any, after adjusting costs and expenses, if any, incurred shall be paid to the person entitled to the shares at the date of the sale (subject to a like lien for sums not presently payable existed on the shares before the sale.

FORFEITURE OF SHARES


44 (If money

payable on share not paid notice to

be given)

If any member fails to pay the whole or any part of any call or any instalment of a call on or before the day appointed for the payment of the same or any such extension thereof, the Board of Directors may, at any time thereafter, during such time as the call for instalment remains unpaid, give notice to his requiring him to pay the same 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.

46 (Form of Notice)

The notice shall name a day (not being less than one month from the day of the notice) and a place or places on and at which such call or instalment and such interest thereon at such rate not exceeding eighteen per cent per annum as the Directors may determine and expenses as aforesaid are to be paid. The notice shall also state that in the event of the non-payment at or before the time and at the place appointed, shares in respect of which the call was made or instalment is payable will be liable to be forfeited.

47 (In default of

payment shares to be forfeited)

If the requirements of any such notice as aforesaid are not complied with any share or shares in respect of which such notice has been given may at any time thereafter before payment of all calls or instalments, interests and expenses due in respect thereof, be forfeited by a resolution of the Board of Directors to that effect. Such forfeiture shall include all dividends declared or any other moneys payable in respect of the forfeited shares and not actually paid before the forfeiture.

48 (Notice of

forfeiture to a member)

When any share shall have been so forfeited, notice of the forfeiture shall be given to the member 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, but no forfeiture shall be in any manner invalidated by any ommission or neglect to give such notice or to make any such entry as aforesaid.

203


(Forfeited share to be the property of the company

and may be sold)

Any share so forfeited, shall be deemed to be the property of the Company and may be sold, re-allotted or otherwise disposed off, either to the original holder or to any other person upon such terms and in such manner as the Board of Directors shall think fit.

50 (Member still liable to pay

money owing at the time of

forfeiture and interest)

Any member whose shares have been forfeited shall notwithstanding the forfeiture be liable to pay and shall forthwith pay to the Company on demand all calls, instalments, interest and expenses owing upon or in respect of such shares at the time of the forfeiture together with interest thereon from the time of the forfeiture until payment, at such rate not exceeding eighteen per cent per annum as the Board of Directors may determine and the Board of Directors may enforce the payment of such moneys or any part thereof, if it thinks fit, but shall not be under any obligation to do so.

51 (Effect of forfeiture)

The forfeiture of a share shall involve the extinction at the time of the forfeiture of all interest in and all claims and demand against the Company in respect of the share and all other rights incidental to the share, except only such to those rights as by these Articles are expressly saved.

52 (Power to annul

forfeiture)

The Board of Directors may at any time before any share so forfeited shall have been sold, re-allotted or otherwise disposed off, annual the forfeiture thereof upon such conditions as it thinks fit.

53 (Declaration of

forfeiture)

(a) A duly verified declaration in writing that the declarant is a Director, the Managing Director or the Manager or the Secretary of the Company and that a share in the Company has been duly forfeited in accordance with these Articles, on a date stated in the declaration, shall be conclusive evidence of the facts therein stated as against all persons claiming to be entitled to the share.

(b) The Company may receive the consideration, if any, given for the share on any sale, re-alloment or other disposal thereof and may execute a transfer of the share in favour of the person to whom the share is sold or disposed off.

(c) The person whom such share is sold, re-allotted or disposed off shall thereupon be registered as the holder of the share.

(d) Any such purchaser or allottee shall not (unless by express agreement) be liable to pay any calls, amounts, instalments, interest and expenses owing to the Company prior to such purchase or allotment nor shall be entitled (unless by express agreement) to any of the dividends, interests or bonuses accrued or which might have accrued upon the share before the time of completing such purchase or before such allottment.

(e) Such purchaser or allottee shall not be bound to see to the application of the irregularity or invalidity in the proceedings in reference to the forfeiture, sale, re-allotment or other disposal of the shares.

54

(Provision of these

articles as to

forfeiture to apply in

case of non

payment

The provisions of these Articles as to forfeiture shall apply in the case of non-payment of any such which by the terms of issue of a share becomes payable at a fixed time, whether on account of the nominal value of a share or by way of premium, as if the same had been payable by virtue of a call duly made and notified.

204

Article Number Contents of any sum)

TRANSFER AND TRANSMISSION OF SHARES


(Form of transfer)

The instrument of transfer of any share shall be in the prescribed form under the Companies (Central Government) General Rules and Forms, 1956 and in accordance with the requirements of Section 108 of the Act.

59 (Application for

transfer)

(a) An application for registration of a transfer of the shares in the Company may be either by the transferor or the transferee.

(b) Where the application is made by the transferor and relates to partly paid shares, the transfer shall not be registered unless the Company give notice of the application to the transferee and the transferee makes no objection to the transfer within two weeks from the receipt of the notice.

(c) For the purpose of clause (b) above notice to the transferee shall be deemed to have been duly given if it is despatched 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 in the ordinary course of post.

60 (Execution of

transfer)

The instrument of transfer of any share shall be duly stamped and executed by or on behalf of both the transferor and the transferee. The transferor shall be deemed to remain the holder of such share until the name of the transferee shall have been entered in the Register of Members in respect thereof.

PROVIDED THAT registration of a transfer shall not be refused on the ground of the transferor being either alone or jointly with any other person or persons indebted to the Company on any account whatsoever except where the Company has a lien on shares.

62 (Register of

members when closed)

The Board of Directors shall have power on giving not less than seven days previous notice by advertisement in some newspaper circulating in the district in which the registered office of the Company is situated to close the Register of Members and/or the Register of Debenture Holders at such time or times and for such period or periods, not exceeding thirty days at a time and not exceeding in the aggregate forty five days is each year as it may seem expedient to the Board.

63 (Directors may

refuse to register transfer)

Subject to the provisions of Section 111 of the Act or any statutory modification thereof for the time being in force, the Directors may at any time in their own absolute and uncontrolled discretion decline to register or acknowledge any transfer of any share giving reasons therefor and in particular may so decline in any case in which the Company has a lien upon the shares desired to be transferred or any call or instalment regarding any of them remain unpaid or unless the transferee is not approved by the Directors and such refusal shall not be affected by the fact that, the proposed transferee is already a member, the registration of transfer shall be conclusive evidence of the approval of the Directors of the transferee.

64 (Directors may

refuse any application for

split or consolidation of

certificate(s))

Subject to the power of the Directors stated in Article 63 and the provisions of this clause, transfer of Shares/Debentures, in whatever lot should not be refused, However, the Company may refuse to split a Share Certificate/Debenture Certificate into several scrips of very small denominations or to consider a proposal for transfer of Shares/ Debentures comprised in a Share Certificate/Debenture Certificate to several parties, involving such splitting if on the face of its such splitting/transfer appears to be unreasonable or without a genuine need or a marketable lot.

205


(Titles to shares of deceased

member)

The executors or administrators of a deceased member or holders of a Succession Certificate or the legal representatives in respect of the shares of a deceased member (not being one of two or more joint holders) shall be the only persons recognised by the Company as having any title to the shares registered in the name of such members and the Company shall not be bound to recognise such executors or administrators or holders of a succession certificate or the legal representatives unless such executors or administrators or legal representatives shall have first obtained Probate or Letters of Administration or Succession Certificate as the case may be from a duly constituted Court in the Union of India provided that in any case where the Board of Directors in its absolute discretion thinks fit, the Board upon such terms as to indemnity or otherwise as the Directors may deem proper dispense with production of Probate or Letters of Administration or Succession Certificate and Register under Article 73 shares standing in the name of a deceased member, as a member.

68 (Registration of

person entitled to shares otherwise than by transfer (Transmission

clause))

Subject to the provisions of Article 66, 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 the transfer in accordance with these Articles, may with the consent of the Board of Directors (which it shall not be under obligation to give) upon producing such evidence that he sustains the character in respect of which he proposes to act under these Articles or of his title, as the Board of Directors shall require and upon giving such indemnity as the Directors shall require either be registered as member in respect of such shares or elect to have some person nominated by him had approved by the Board of Directors registered as members 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, this clause is herein referred to as "THE TRANSMISSION CLAUSE".

69 (Refusal to

register nominee)

Subject to the provisions of the Act and these Articles, the Directors shall have the same right to refuse on legal grounds to register a person entitled by transmission to any share of his nominee as if he were the transferee named in an ordinary transfer presented for registration.

70 (Person entitled

may receive dividend without being registered

as member)

A person entitled to a share transmission shall subject to the right of the Directors to retain such dividends or money as is herein after provided be entitled to received and may give a discharge for any dividends or other moneys payable in respect of the shares

71 (No fees on transfer or

transmission)

No fee shall be changed for registration of transfer, Probate, Succession Certificate and Letters of Administration, Certificate of Death or Marriage, Power of Attorney or similar other documents.

72 (Transfer to the presented with

evidence of title)

Every instrument of transfer shall be presented to the Company duly stamped for registration accompanied by such evidence as the Board may require to prove the title of the transferor, his right to transfer the shares and generally under the subject to such conditions and regulations as the Board may, from time to time, prescribe and every registered instrument of transfer shall remain in the custody of the Company until destroyed by order of the Board.

73 (The company not liable for discharge of

The Company shall incur no liability or responsibility whatever in consequence of its registering or giving effect to any transfer of shares made or purporting to be made by any apparent legal owner thereof as shown or appearing in the Register of Members to the prejudice of persons having or claiming any euqitable right, title or interest to

206

Article Number Contents notice

prohibiting registration of a

transfer)

or in the said shares, notwithstanding that the Company may have had notice of such equitable right, title or interest or notice prohibiting registration of such transfer and may have entered such notice or referred thereto in any book of the Company and the Company shall not be bound or required to regard or attend to give effect to any notice which may be given to it of any equitable right, title or interest or be under any liability whatsoever for refusing or neglecting to do so, though it may have been entered or referred to in some book of the Company, but the Company shall nevertheless, be at liberty to regard and attend to any such notice and give effect thereto if the Board of Diectors shall so think fit.

MEETING OF MEMBERS


87 (Annual General

Meeting and persons entitled

to attend)

(1) The Company shall in each year hold, in addition to any other meeting a General Meeting as its Annual General Meeting in accordance with the provisions of Sections 166 and 210 of the Act and shall specify the meeting as such in the notice calling it, except in the case where the Registrar, has given an extension of time for holding any Annual General Meeting, of the Company and that of the next.

PROVIDED THAT if the Registrar shall have for special reason, extended the time within which any Annual General Meeting shall be held such Annual General Meeting may be held within the additional time.

(2)

Every Annual General Meeting shall be called for 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 or town or village in which the Registered Office of the Company is situated for the time being.

(3)

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 the General Meeting which he attends on any part of the business which concerns him as auditor.

98 (Quorum)

Five members entitled to vote and present in person shall be quorum for General Meeting and no business shall be transacted at the general meeting unless the quorum requisite be present at the commencement of the meeting. A body corporate being a member shall be deemed to be personally present if it is represented in accordance with Section 187 of the Act. The President of India or the Governor of a State being a member of the Company shall be deemed to be personally present if he is presented in accordance with Section 187A of the Act.

99 (If quorum not present when meeting to be dissolved and

when to be adjourned)

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 by or upon the requisition of members shall stand adjourned to the same day in the next week or if that day is a public holiday until the next succeeding day which is not a public holiday at the same time and place or to such other day and at such other time and place as the Board may determine. If at the adjourned meeting also a quorum is not present with half an hour from the time appointed for holding the meeting, the members present shall be quorum and may transact the business for which the meeting was called.

101 (Chairman of

General Meeting)

The Chairman of the Board of Directors shall be entitled to take the chair at every general meeting or if there be no such Chairman or if at any meeting he shall not be present within fifteen minutes after the time appointed for holding such

207

Article Number Contents meeting or shall decline to take the Chair, the Vice-Chairman, if any, shall be entitled to take the chair. If the Vice-Chairman is also not present or is unwilling to take the chair, the Directors present shall elect one of them as Chairman and if no Director be present or if the Directors present decline to take the chair, then the members present shall elect one of the members to be a Chairman. If a poll is demanded on the election of the Chairman, it shall be taken forthwith in accordance with the provisions of the Act and the Chairman elected on show of hands shall exercise all the powers of the Chairman under the said provision. If some other person is elected Chairman as a result of the poll he shall be the Chairman for the rest of the meeting.

103 (Chairman may

adjourn meeting)

(a) The Chairman may, with the consent of any meeting at which a quorum is present and shall if so directed by the meeting, adjourn the meeting from time to time and from place to place.

(b) No business shall be transacted at any adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place.

(c) When a meeting is adjourned for thirty days or more notice of the adjourned meeting shall be given as in the case of an original meeting.

(d) Save as aforesaid, it shall not be necessary to give any notice of an adjournment of or of the business to be transacted at any adjourned meeting.

VOTE OF MEMBERS


114 (Number of votes to which member

is entitled)

Subject to the provisions of Article 112 every member of the Company, holding any equity share capital and otherwise entitled to vote shall, on a show of hands when present in person (or being a body corporate present by a representative duly authorised) have one vote and on a poll, when present in person (including a body corporate by a duly authorised representative) or by an agent duly authorised under a Power of Attorney or by proxy, his voting right shall be in proportion to his share of the paid-up equity share capital of the Company. Provided however, if any preference share-holder be present at any meeting of the Company, save as provided in clause (b) of sub-section (2) of Section 87, he shall have a right to vote only on resolutions before the meeting which directly affect the rights attached to his preference shares. A member is not prohibited from exercising his voting rights on the ground that he has not held his shares or interest in the Company for any specified period proceeding the date on which the vote is taken.

115 (Votes of

members of unsound mind)

A member of unsound mind or in respect of whom order has been made by any Court having jurisdiction in lunacy, may vote, whether on a show of hands or on a poll, by his committee or other legal guardian and any such committee or guardian may, on a poll vote by proxy.

116 (Votes of Joint

members)

If there be joint registered holders of any shares one of such persons may vote at any meeting personally or by an agent duly authorised under a Power of Attorney or by proxy in respect of such shares, as if he were solely, entitled thereto but the proxy so appointed shall not have any right to speak at the meeting and if more than one of such joint holders be present at any meeting either personally or by agent or by proxy, that one of the said persons so present who stands higher on the Register shall alone be entitled to speak and to vote in respect of such shares, but the other or others of the holders shall be entitled to vote in preference to a person present by an agent duly authorised under a Power of Attorney or by proxy although the name of such person present by agent or proxy stands first or higher in the register in respect of such shares. Several executors or administrators of a deceased member in whose name shares stand shall for the purpose of these Articles be deemed joint holders

208

Article Number Contents thereof.

121

(Proxies)

Any member of the Company entitled to attend and vote at a meeting of the Company shall be entitled to appoint another person (whether a member or not) as his proxy to attend and vote instead of himself PROVIDED ALWAYS that a proxy so appointed shall not have any right whatever to speak at the meeting. Every notice convening a meeting of the Company shall state that a member entitled to attend and vote is entitled to appoint one or more proxies.

122 (Proxy either for

a specified meeting or for a

period)

The instrument appointing a proxy shall be in writing under the hand of the appointer or of his attorney duly authorised in writing, or if the appointer is a corporation either under the common seal or under the hand of an officer or attorney so authorised. Any person may act as proxy whether he is a member or not.

124

(Instrument of proxy when to be

deposited)

The instrument appointing a proxy and the Power of Attorney or Authority (if any) under which it is signed or a notarially certified copy of that Power of Attorney of Authority, shall be deposited at the Registered Office of the Company forty-eight hours before the time for holding the meeting at which the person named in the instrument proposes to vote and in default the instrument of proxy shall not be treated as valid.

125

(Form of proxy)

Every instrument of proxy whether for a specified meeting or otherwise shall, as nearly as circumstances will admit be in the form set out in Schedule IX to the Act and 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 any officer or attorney duly authorised by it.

126 (Validity of votes

given by proxy notwithstanding

revocation of authority)

A vote given in accordance with the terms of instrument of proxy shall be valid notwithstanding the previous death or insanity of the principal or revocation of the proxy or of any Power of Attorney under which such proxy was signed or the transfer of the share in respect of which the vote is given, provided that no intimation in writing of the death, insanity, revocation or transfer shall have been received by the Company at the Registered Office before the commencement of the meeting or adjourned meeting at which the proxy is used provided nevertheless that the Chairman of any meeting shall be entitled to require such evidence as he may in his discretion think fit of the due execution of an instrument of proxy and of the same not having been revoked.

DIRECTORS


130 (Number of directors)

Until otherwise determined by a General Meeting of the Company and subject to the provisions of Section 252 of the act, the number of Directors shall not be less than three and not more than twelve.

131 (First directors of

the company)

The First Directors of the Company are 1.Shri Prakash B. Makwana 2. Shri Ramnik V. Bhimani 3. Shri Jayesh N. Thakkar

135 (Appointment of

alternate directors)

The Board may appoint an Alternate Director recommended for such appointment by the Director (hereinafter in this Article called "the Original Director") to act for him during his absence for a period of not less than three months from the State in which the meetings of the Board are ordinarily held. Every such Alternate Director shall, subject to his giving to the Company an address in India at which notice may be served on him, be entitled to notice of meetings of Directors and to attend and vote as a Director and be counted for the purposes of a quorum and generally at such meetings to have and exercise all the powers and duties and authorities of the Original Director. The Alternate Director appointed under this Article shall vacate office as and when the Original Director returns to the State in

209

Article Number Contents which the meetings of the Board are ordinarily held if the terms of office of the Original Director is determined before he returns to as aforesaid. Any provision in the Act or in these Articles for automatic re-appointment of retiring Director in default of another appointment shall apply to the Original Director and the Alternate Director.

137

(Additional Directors)

The Directors shall also have power at any time and from time to time appoint any other person to be a Director as an addition to the Board but so that the total number of Directors shall not at any time exceed the maximum fixed. Any person so appointed as an addition to the Board shall hold his office only upto the date of the next Annual .General Meeting but shall be eligible for election at such meeting.

139

(Remuneration of directors)

The remuneration of a Director for his service shall be such sum as may be fixed by the Board of Directors subject to a ceiling as may be prescribed by the Central Government from time to time for each meeting of the Board or a Committee thereof attended by him. The Directors subject to the sanction of the Central Government (if any required) may be paid such further remuneration as the Company in General Meeting shall, from time to time, determine and such further remuneration shall be divided among the Directors in such proportion and manner as the Board may from time to time determine and in default of such determination shall be divided among the Directors equally.

Subject to the provisions of the Act, a Director who is either in the whole time employment of the Company or a Managing Director may be paid remuneration as provided in Sections 198, 309, 310 and 311 of the Act and Schedule XIII of the Act either by way of monthly payment or at a specified percentage of the net profits of the Company or partly by one way and partly by the other.

Subject to the provisions of the Act, a Director who is neither in the whole time employment of the Company nor a Managing Director may be paid remuneration as provided in Sections 198, 309, 310 and 311 of the Act and Schedule XIII of the Act either: (i) by way of a monthly, quareterly or annual payment with the approval of the Central Government; or (ii) by way of commission if the Company by special resolution authorise such payment.

A Director may receive remuneration by way of a fee for each meeting of the Board or a committee thereof attended by him as prescribed by Central Government.

140

(Extra remuneration to

directors for special work)

Subject to the provisions of Sections 198, 309, 310, 311 and 314 of the Act, if any Director, being willing shall be called upon to perform extra services (which expression shall include work done by a Director as a member of any committee formed by the Directors or in relation to signing Share Certificates) or to make special exertions in going or residing out of his usual place of residence or otherwise for any of the purposes of the Company, the Company shall remunerate the Director so doing either by a fixed sum or otherwise as may be determined by the Directors and such remuneration may be either in addition to or in substitution for his share in the remuneration above provided.

142 (Directors may

act notwithstanding

vacancy)

The continuing Director or Directors may act notwithstanding any vacancy in their body, but if and so long as their number is reduced below the quorum fixed by these Articles, for a meeting of the Board of Director or Directors may act for the purpose of increasing the number of Directors or not fixed for the quorum or for summoning a General Meeting of the Company but for no other purposes.

143 (Board resolution

necessary for certain contracts)

(1) Except with the consent of the Board of Directors of the Company, a Director of the Company

210

Article Number Contents or his relative, a firm in which such a Director or relative is partner, any other partner in such a firm or a Private Company of which the Director, is a member or Director, shall not enter into any contract with the Company; (a) For the sale, purchase or supply of goods, materials or services; or (b) For underwriting the subscription of any share in or debentures of the Company.

(2) Nothing contained in clause (a) of sub-clause (1) shall affect: (i) The purchase of goods and materials from the Company or the sale of goods

and materials to the Company by any Director, relative, firm, partner or Private Company as aforesaid for cash at prevailing market prices; or

(ii) Any contract or contracts between the Company on one side and any such

Director, relative, firm, partner or Private Company on the other for sale, purchase or supply of any goods, materials and services in which either the Company, as the Director, relative, firm, partner or Private Company, as the case may be regularly trades or does business, PROVIDED THAT such contract or contracts do not relate to goods and materials the value of which or services, the cost of which, exceeds five thousand rupees in the aggregate in any year comprised in the period of the contracts.

(3) Notwithstanding anything contained in sub-clauses (1) and (2) hereof, a Director, relative, partner or Private Company as aforesaid may, in circumstances of urgent necessity, enter, without obtaining the consent of the Board, into any contract with the Company for the sale, purchase or supply of any goods, materials or services even if the value of such goods or cost of such services exceeds rupees five thousand in the aggregate in any year comprised in the period of the contract; but in such a case the consent of the Board shall be obtained at a meeting within three months of the date on which the contract was entered into.

(4)

Every consent of the Board required under this Article, shall be accorded by a resolution passed at a meeting of the Board required under clause (1) and the same shall not be deemed to have been given within the meaning of that clause unless the consent is accorded before the contract is entered into or within three months of the date on which it was entered into.

(5) If consent is not accorded to any contract under this Article, anything done in pursuance of the contract will be voidable at the option of the Board.

144 (Disclosure to the

members of Director‟s

interest in contract in appointing Manager, Managing Director or Whole-time

Director)

When the Company: (a) Enters into a contract for the appointment of a Managing Director or Whole-time

Director in which contract any Director of the Company is, whether directly or indirectly, concerned or interested; or

(b) Varies any such contract already in existence and in which a Director is concerned or interested as aforesaid, the provsisions of Section 302 of the Act shall be complied with.

146 (Vacation of

Office by Directors)

(1) The office of a Director shall become vacant if: (a) He is found to be of unsound mind by a Court of competent jurisdiction; or

(b) He applies to be adjudged an insolvent; or

211


(c) He is adjudged an insolvent; or

(d) He is convicted by a Court of any offence involving moral turpitude and sentenced in respect thereof to imprisonment for not less than six months; or

(e) He fails to pay any call in respect of shares of the Company held by him, whether alone or jointly with others within six months from the last date fixed for the payment of the call unless the Central Government, by a Notification in the Official Gazette, remove the disqualification incurred by such failure; or

(f) Absents himself from three months consecutive meetings of the Board of Directors or from all meetings of the Board for a continuous period of three months, whichever is longer, without obtaining leave of absence from the Board; or

(g) He (whether by himself or by any person for his benefits or on his account) or any firm in which he is a partner or any Private Company of which he is a Director, accepts a loan or any guarantee or security for a loan, from the Company in contravention of Section 295 of the Act; or

(h) He being in any way whether directly or indirectly concerned or interested

in a contract or arrangement or proposed or contract arrangement, entered into or to be entered into by or on behalf of the Company fails to disclose the nature of his concern or interest at a meeting of the Board of Driectors as required by Section 299 of the Act; or

(i) He becomes disqualified by an order of the Court under Section 203 of the

Act; or

(j) He is removed by an ordinary resolution of the Company before the expiry of his period of office; or

(k) If, by notice in writing to the Company, he resigns his office; or

(l) Having been appointed a Director by virtue of his holding any office or other

employment in the Company, he ceases to hold such office or other employment in the Company.

(2) Notwithstanding anything contained in sub-clauses (c), (d) and (i) of clause (1) hereof, the

disqualification referred to in these clauses shall not take effect: (a) For thirty days from the date of the adjudication, sentence or order; or (b) Where any appeal or petition is preferred within thirty days aforesaid against the adjudication, sentence or conviction resulting in the sentence or order until the expiry of seven days from the date on which such appeal or petition is disposed off; or (c) Where within the seven days aforesaid, any further appeal or petition is preferred in respect of the adjudication, sentence, conviction or order and the appeal or petition, if allowed, would result in the removal of the disqualification, until such further appeal or petition is disposed off.

(3) Removal of Directors:

212

Article Number Contents (a) The Company, may, subject to the provisions of Section 284 and other applicable

provisions of the Act and these Articles by ordinary resolution remove any Director not being a Director appointed by the Central Government in pursuance of Section 408 of the Act before the expiry of his period of office.

(b) Special Notice as provided by Articles hereof or Section 190 of the Act, shall be required of any resolution to remove a Director under the Article or to appoint some other person in place of a Director so removed at the meeting at which he is removed.

(c) On recept of notice of a resolution to remove a Director under this Article, the Company shall forthwith send a copy thereof to the Director concerned and the Director (whether or not he is a member of the Company) shall be entitled to be heard on the resolution at the meeting.

(d) Where notice is given of a resolution to remove a Director under this Article and the Director concerned makes with respect thereto representations in writing to the Company (not exceeding reasonable length) and request their notification to members of the Company, the Company shall, unless the representations are received by it too late for it, to do so (a) in the notice of the resolution given to the members of the Company state the fact of the representations having been made and (b) send a copy of the representations or every member of the Company to whom notice of the meeting is sent (before or after the representations by the Company) and if a copy of the representation is not sent as aforesaid because they were received too late or because of the Company's default the Director may (without prejudice to his right to be heard orally)require that the representations shall be read out at the meeting; provided that copies of the representations need not be sent or read out at meeting if on the application either of the Company or of any other person who claims to be aggrieved the Court is satisfied that the rights conferred by this sub-clause are being abused to secure needless publicity for defamatory matter.

(e) A vacancy created by the removal of a Director under this Article may, if he had been appointed by the Company in General Meeting or by the Board in pursuance of Article 136 or Section 262 of the Act, be filled by the appointment of another Director in his stead by the meeting at which he is removed, provided special notice of the intended appointemnt has been given under sub-clause (3) hereof. A Director so appointed shall hold office until the date upto which his predecessors would have held office if he had not been removed as aforesaid.

(f) If the vacancy is not filled under sub-clause (e), it may be filled as a casual vacancy in accordance with the provisions, in so far as they are applicable of Article 142 or Section 262 of the Act and all the provisions of that Article and Section shall apply accordingly.

(g) A Director who was removed from office under this Article shall not be reappointment as a Director by the Board of Directors.

(h) Nothing contained in this Article shall be taken, (i) As depriving a person removed hereunder of any compensation or damage payable to him in respect of the termination of his appointment as director, or (ii) As derogating from any power to remove a Director which may exist apart from this Article

ROTATION OF DIRECTOR


213


(Rotation of directors)

Not less than two third of the total number of Directors shall (a) be persons whose period of the office is liable to termination by retirement of Directors by rotation (b) save as othewise expressly provided in the Articles be appointed by the Company in General Meeting.

150

(Retirement of directors)

Subject to the provisions of Section 256 of the Act and Articles 135 and 136 to 143 at every Annual General Meeting of the Company, one-third of such of the Directors for the time being as are liable to retire by rotation or if their number is not three or a multiple of three the number nearest to one-third shall retire from office. The Debenture Directors, Nominee Directors, Corporation Directors, subject to Article 159 Managing Directors, if any, shall not be subject to retirement under this Article and shall not be taken into account in determining the number of Directors to retire by rotation. In these Articles, a "Retiring Director" means a Director retiring by rotation

151 (Ascertainment

of directors retiring by

rotation and filling of

vacancies)

Subject to Section 288(5) of the Act, the Directors to retire by rotation under Article 150 at every Annual General meeting shall be those who have been longest in office since their last appointment, but as between those who became Directors on the same day, those who are to retire shall in default of and subject to any agreement amongst themselves, be determined by lot.

152 (Eligibility for

re-election)

A retiring Director shall be eligible for re-election and shall act as a Director throughout and till the conclusion of the meeting at which he retires.

154

(Provision in default of

appointment)

(a) If the place of retiring Directors is not so filled up and the meeting has not expressly resolved not to fill the vacancy, the meeting shall stand adjourned till the same day in the next week, at the same time and place or if that day is a public holiday, till the next succeeding day which is not a public holiday, at the same time and place. (b) If at the adjourned meeting also, the place of the retiring Director is not filled up and the meeting also has not expressly resolved not to fill the vacancy, the retiring Director shall be deemed to have been re-appointment at the adjourned meeting, unless:

I. At that meeting or the previous meeting a resolution for the re-appointment of such Director has been put to the meeting and lost.

II. The retiring Director has by a notice in writing addressed to the Company or its Board

of Directors expressed his unwillingness to be so re-appointed.

III. He is not qualified or is disqualified for appointment. IV. A resolution whether special or ordinary is required for his appointment or re-

appointment by virtue of any provisions of the Act; or

V. The proviso to sub-section (2) of Section 263 of the Act is applicable to the case. 155

(Company may increase or reduce the number of directors or remove any directors)

Subject to the provisions of Sections 252, 255 and 259 of the Act, the Company may, by ordinary resolution from time to time, increase or reduce the number of Directors and may alter qualifications.

214

MANAGING DIRECTOR/ WHOLE-TIME DIRECTOR


159

(Board may appoint

Managing director or Managing

Directors or Whole Time Directors)

Subject to the provisions of the Act and these Articles, the Directors shall have power to appoint from time to time one or more of their body to be Managing Director or Managing Directors or Whole-time Director or Whole-time Directors of the Company for such term not exceeding five years at a time as they may think fit to manage the affairs and business of the Company and may from time to time (subject to the provisions of any contract between him and the Company) remove or dismiss him or them from office and appoint another or others in his or their place or places.

161

(Remuneration of Managing or Whole Time director(s)

The remuneration of the Managing Director or Whole-time Director shall (subject to Section 309 and other applicable provisions of the Act, including Schedule XIII of the Act and of these Articles and of any contract between him and the Company) be fixed by the Directors, from time to time and may be by way of fixed salary and/or perquisites or commission on profits of the Company or by participation in such profits or by any other mode not expressly prohibited by the Act.

162

(Power and duties of

Managing and/or Whole Time director(s)

Subject to the superintendence, control and direction of the Board the day to day management of the Company shall be in the hands of the Managing Director(s) or Whole- time Director(s) appointed under Article 159 with power to the Board to distribute such day to day management functions among such Director(s) in any manner as deemed fit by the Board and subject to the provisions of the Act and these Articles the Board may by resolution vest any such Managing Director or Managing Directors or Whole- time Director or Whole-time Directors with such of the powers as may be made exercisable for such periods and upon such conditions and subject to the such restrictions as it may determine and they may subject to the provisions of the Act and these Articles confer such power either collaterally with or to the exclusion of or in substitution for all or any of the powers of the Director in that behalf and may from time to time revoke withdraw, alter or vary all or any of such powers.

PROCEEDINGS OF THE BOARD OF DIRECTORS


163 (Meeting of the

directors)

The Directors may meet together as a Board for the despatch of business from time to time unless the Central Government by virtue of the proviso to Section 285 of the Act otherwise directs, shall so meet at least once in every three months and at least four such meetings shall be held in every year. The Directors may adjourn and otherwise regulate their meetings as they think fit. The provision of this Article shall not be deemed to have been contravened merely by reason of the fact that the meeting of the Board which had been called in compliance with the terms of this Article could not be held for want of a quorum.

164 (Notice of Meeting)

(1) Notice of every meeting of the Board of Directors shall be given in writing to every Director for the time being in India and at his usual address in India to every other Director. At least seven days notice in writing shall be given to Directors specifiying the time and place of the meeting..

(2) A Director may at any time and the Secretary upon the request of a Director made at any time

215

Article Number Contents shall convene a meeting of the Board of Directors by giving a notice in writing to every Director for the time being in India and at his usual address in India to every other Director.

165 (Quorum)

(a) Subject to Section 287 of the Act, the quorum for a meeting of the Board of Directors shall be one-third of its total strength (excluding Directors, if any, whose place may be vacant at the time and any fraction contained in that one-third being rounded off as one) or two Directors whichever is higher. PROVIDED THAT where at any time the number of interested Directors at any meeting exceeds or is equal to two-third of the total strength, the number of the remaining Directors (that is to say, the number of remaining who are not interested) present at the meeting being not less than two shall be the quorum during such time.

(b) For the purpose of clause (a):

(i) "Total Strength" means total strength of the Board of Directors of the Company determined in pursuance of the Act, after deducting therefrom number of the Directors, if any, whose place may be vacant at the time; and

(ii) "Interested Directors" means any Director whose presence cannot, by reason

of any provisions in the Act, count for the purpose of forming a quorum at a meeting of the Board, at the time of the discussion or vote on any matter.

167

(Chairman)

The Directors from among their number may elect a Chairman of the Board of Directors. If at any meeting the Chairman is not present at the time appointed for holding the same, the Directors present shall choose one of their number to be the Chairman of such meeting.

170 (Directors may

appoint committee)

The Board of Directors may subject to the provisions of Section 292 and other relevant provisions of the Act and of these Articles, delegate any of the powers other than the powers to make calls and to issue debentures to such committee or committees and may from time to time revoke and discharge any such committee of the Board either wholly or in part and either as to the persons or purposes, but every committee of the Board so formed shall in exercise of the powers so delegated conform to any regulation that may from time to time be imposed on it by the Board of Directors. All acts done by any such committee of the Board in conformity with such regulations and in fulfilment of the purpose of their appointments, but not otherwise, shall have the like force and effect, as if done by the Board.

POWER OF THE BOARD


174 (General powers of management

vested in Directors)

The business of the Company shall be managed by the Directors who may exercise all such powers of the Company and do all such acts and things as are not by the Act or any other Act or by the Memorandum or by the Articles of Company required to be exercised by the Company in General Meeting, subject nevertheless to any regulation of these Articles or the provisions of the Act or any other Act and to such regulation being not inconsistent with the aforesaid regulations or provisions as may be prescribed by the Company in General Meeting but no regulations made by the Company in General Meeting shall invalidate any prior act of the Directors which would have been valid if that regulation had not been made, provided that the Board of Directors shall not except with the consent of the Company in General Meeting; (a) Sell, lease or otherwise dispose off 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 payment of any debt due by a Director;

216


(c) Invest, otherwise than in trust securities, the amount of compensation received by the Company in respect of the compulsory acquisition, 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 cannot be carried on or can be carried on only with difficulty or only after a considerable time;

(d) Borrow moneys, where moneys to be borrowed, together with the moneys already borrowd 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; or

(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 per cent 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 preceeding, whichever is greater, provided that the Company in General Meeting or the Board of Directors shall not contribute any amounts to any political party or for any political purpose to any individual or body:

(i) Provided that in respect of the matter referred to in clause (d) and (e), such consent shall be obtained by a resolution of the Company which shall specify the total amount upto which moneys may be borrowed by the Board under clause (d) or as the case may be, total amount which may be contributed to charitable or other funds in any financial year under clause (e).

(ii) Provided further that the expression "temporary loans" in clause (d) above shall

mean loans repayable on demand or within six months from the date of the loan such as short term cash credit arrangements, the discounting of bills and the issue of other short term loans of a seasonal character, but does not include loans raised for the purpose of financing expenditure of a capital nature.

175 (Certain powers to be exercised by the Board

only at meetings)

(1) Without derogating from the powers vested in the Board of Directors under these Articles, the Board shall exercise the following powers on behalf of the Company and they shall do so only by means of resolutions passed at the meeting of the Board:

(a) The power to make calls on shareholders in respect of moneys unpaid on their shares. (b) The power to issue debentures; (c) The power to borrow moneys otherwise than on debentures; (d) The power to invest the funds of the Company; and (e) The power to make loans.

Provided that the Board may, by resolution passed at a meeting, delegate to any committee of Directors, the Managing Director or any other principal officer of the Company, the powers specified in sub-clauses (c) (d) and (e) to the extent specified below.

(2) Every resolution delegating the power referred to in sub-clause (1) (c) shall specify the total amount outstanding at any one time, upto which moneys may be borrowed by the delegate.

(3) Every resolution delegating the power referred to in sub-clause (1) (d) shall specify the total amount upto which the funds of the Company may be invested and the nature of the investments which may be made by the delegate.

(4) Every resolution, delegating the power referred to in sub-clause (1) (e) shall specify the

217

Article Number Contents total amount upto which loans may be made by the delegate, the purpose for which the loans may be made and the maximum amount of loans which may be made for each such purpose in individual cases

176 (Certain powers

of the Board)

Without prejudice to the general powers conferred by the last preceeding Article and so as not in any way to limit or restrict those powers and without prejudice to the other powers conferred by these Articles but subject to the restrictions contained in the last preceeding Articles, it is hereby declared that the Directors shall have the following powers, that is to say, power: (1) To pay the costs, charges and expenses preliminary and incidental to the formation,

promotion, establishment and registration of the Company.

(2) To pay and charge to the Capital Account of the Company any commission or interest, lawfully payable thereout under the provisions of Sections 76 and 208 of the Act.

(3) Subject to Sections 292 and 297 and other applicable provisions of the Act, to purchase or otherwise acquire for the Company any property, rights or privileges which the Company is authorised to acquire at or for such price or consideration and generally on such terms and conditions as they may think fit in any such purchase or other acquisition, accept such title as the Director may believe or may be advised to be reasonably satisfactory.

(4) At their discretion and subject to the provisions of the Act, to pay for any property, rights or privileges by or services rendered to the Company, either wholly or partially in cash or in shares, bonds, debentures, mortgages or other securities of the Company and any such shares may be issued either as fully paid up or with such amount credited as paid up thereon as may be agreed upon and any such bonds, debentures, mortgages or other securities as may be either specifically charged upon all or any part of the property of the Company and its uncalled capital or not so charged.

(5) To secure the fulfilment of any contracts or engagements entered into by the Company by mortgage or charge of all or any of the property of the Company and its uncalled capital for the time being or in such manner as they may think fit.

(6) To accept from any member, so far as may be permissible by law, a surrender of his shares or any part thereof, on such terms and conditions as shall be agreed.

(7) To appoint any person to accept and hold in trust for the Company property belonging to the Company or in which it is interested or for any other purposes and to execute and to do all such deeds and things as may be required in relation to any such trust and to provide for the remuneration of such trustee or trustees.

(8) To institute, conduct, defend, compound or abandon any legal proceedings by or against the Company or its officer or otherwise concerning the affairs of the Company and also to compound and allow time for payment on satisfaction of any debts due and of any claim or demands by or against the Company and to refer any difference to arbitration and observe the terms of any awards made therein either according to Indian Law or according to Foreign Law and either in India or abroad and observe and peform or challenge any award made therein.

(9) To act on behalf of the Company in all matters relating to bankruptcy, insolvency, winding up and liquidation of Companies.

(10) To make and give receipts, release and other discharge for moneys payable to the Company and for the claims and demands of the Company.

218


(11) Subject to the provisions of Sections 291(1), 295, 370 and 372 and other applicable provisions of the Act and these Articles, to invest and deal with any moneys of the Company not immediately required for the purposes thereof, upon such security (not being the shares of this Company) or without security and in such manner as they may think fit and from time to vary or realise such investment. Save as provided in Section 49 of the Act, all investments shall be made and held in the Company's own name.

(12) To execute in the name and on behalf of the Company in favour of any Director or other person who may incur or be about to incur any personal liability whether as principal or surety, for the benefit of the Company, such mortgage of the Company's property (present and future) as they think fit and any such mortgage may contain a power of sale and other powers, provisions, convenants and agreements as shall be agreed upon.

(13) To open bank accounts and to determine from time to time who shall be entitled to sign, on the Company's behalf, bills, notes, receipt, acceptances, endorsements, cheques, dividend warrants, release, contracts and documents and to give the necessary authority for such purposes.

(14) To distribute by way of bonus amongst the staff of the Company a share or shares in the profits of the Company and do give to any Director, officer or other person employed by the Company a commission on the profits of any particular business and or transaction and to charge such bonus or commission as part of working expenses of the Company.

(15) To provide for the welfare of Directors or Ex-Directors or employees or ex-employees of the Company and the wives, widows and families of the dependents or connections of such persons by building or contributing to the building of houses, dwellings or chawls or by grants of money, pension, gratuities, allowances, bonus or other payments or by creating and from time to time, subscribing or contributing to provident and other associations, institutions and by providing or subscribing or contributing towards places of instructions and recreation, hospitals, dispensaries, medical and other attendance and other assistance as the Board shall think fit and subject to the provisions of Secton 293(1) (e) of the Act, to subscribe or contribute or otherwise to assist or to gurantee money to charitable, benevolent, religious, scientific, national or other institutions or objects which shall have any moral or other claim to support or aid by the Company either by reason of locality of operation or the public and general utility or otherwise.

(16) Before recommending any dividend, to set aside, out of the profits of the Company, such sums as they may think proper for depreciation or the depreciation fund or to an insurance fund or as a reserve fund or sinking fund or any special or other fund or funds or account or accounts to meet contingencies or to repay redeemable preference shares, debentures or debenture-stock or for special dividends or for equalising dividends for repairing, improving, extending and maintaining any part of the property of the Company and such other purposes (including the pruposes referred to in the preceeding clause) as the Board may, in their absolute discretion think conducive to the interest of the Company and subject to Section 292 of the Act, to invest the several sums so set aside or so much thereof as required to be invested, upon such investments (other than share of this Company) as they may think fit and from time to time to deal with and vary such investments and dispose off and apply and expend all or any part thereof for the benefit of the Company, in such manner and for such purposes as the Board in their absoluted discretion think conducive to the interest of the Company notwithstanding that the matters to which the Board apply or upon which they expend the same or any part thereof or upon which the capital moneys of the Company might rightly be applied or expended and to divide the General Reserve or Reserve Fund into such special funds as the Board may think fit with full power to transfer the whole or any portion of a Reserve Fund or

219

Article Number Contents division of a Reserve Fund to another Reserve Fund and/or division of a Reserve Fund and with full power to employ the assets constituting all or any of the above funds including the depreciation fund in the business of the Company or in purchase or repayment of redeemable preference shares, debentures or debenture-stock and without being bound to keep the same separate from the other assets and without being bound to pay interest on the same with power however to the Board at their discretion to pay or allow to the credit of such funds interest at such rate as the Board may think proper.

(17) To appoint and at their discretion remove or suspend such general managers, managers, secretaries, assistants, supervisors, scientists, technicians, engineers, consultants, legal, medical or economic advisers, research workers, labourers, clerks, agents and servants for permanent, temporary or special services as they may from time to time think fit and to determine their powers and duties and to fix their salaries or emoluments or remuneration and acquire security in such instances and to such amounts as they may think fit and also from time to time provide for the management and transactions of the affairs of the company in any specified locality in India or elsewhere in such manner as they think fit.

(18) From time to time and at any time to establish any local Board for managing of the affairs of the Company in any specified locality in India or elsewhere and to appoint any person to be members of such local Board or managers or agencies and to fix their remuneration.

(19) Subject to Section 292 of the Act, from time to time and at any time, to delegate to any persons so appointed any of the powers, authorities and discretions for the time being vested in the Board, other than their powers to make calls or to make loans or borrow moneys and to authorise the members for the time being of such local Board or any of them to fill up any vacancies therein and to act notwithstanding vacancies and such appointment or delegation may be made on such terms subject to such conditions as the Board may think fit and the Board may at any time remove any person so appointed and may annul or vary any such delegation.

(20) At any time and from time to time by power of Attorney under the Seal of theCompany, to appoint any person or persons to be the Attorney or Attorneys of the Company, for such purposes and with such powers, authorities and discretions (not exceeding those vested in or exercisable by the Board under these presents and excluding the power to make calls and excluding also, except in their limits authorised by the Board, the power to make loans and borrow moneys) and for such period and subject to such conditions as the Board may from time to time think fit and any such appointments may (if the Board thinks fit) be made in favour of the members of any local Board established as aforesaid or in favour of any Company or the shareholders, Directors, Nominees or Managers of any Company or firm or otherwise in favour of any fluctuating body of persons whether nominated directly or indirectly by the Board and any such power of Attorney may contain such powers for the protection of convenience of persons dealing with such Attorneys as the Board may think fit and may contain powers enabling any such delegated Attorneys as aforesaid to sub-delegate all or any of the powers, authorities and discretion for the time being vested in them.

(21) Subject to Sections 294, 297, 300 and other applicable provisions of the Act, for or in relation to any of the matters aforesaid or otherwise for the purposes of the Company, to enter into all such negotiations and contracts and rescind and vary all such contracts and execute and do all such acts, deeds and things in the name and on behalf of the Company as they may consider expedient.

(22) From time to time make, vary and repeal bye-laws for the regulations of the business of

220

Article Number Contents the Company, its officers and servants.

(23) To purchase or otherwise acquire any lands, buildings, machinery, premises, hereditaments, property, effects, assets, rights, credits, royalties, business and goodwill of any Joint Stock Company carrying on the business which the Company is authorised to carry on in any part of India.

(24) To purchase, take on lease for any term or terms of years or otherwise acquire any factories, or any land or lands, with or without buildings and out-houses thereon, situate in any part of India, at such price or rent and under and subject to such terms and conditions as the Directors may think fit and in any such purchase, lease or other acquisition to accept such title as the Directors may believe or may be advised to be reasonably satisfactory.

(25) To insure and keep insured against loss or damage by fire or otherwise for such period and to such extent as it may think proper all or any part of the buildings, machinery, goods, stores, produce and other movable property of the Company, either separately or co-jointly, also to insure all or any portion of the goods, produce, machinery and other articles imported or exported by the Company and to sell, assign, surrender or discontinue any policies of assurance effected in pursuance of this power.

(26) To purchase or otherwise acquire or obtain licence for the use of and to sell, exchange or grant licence for the use of any trade mark, patent, invention or technical know-how.

(27) To sell from time to time any articles, materials, machinery, plants, stores and other articles and things belonging to the Company as the Board may think proper and to manufacture, prepare and sell waste and bye-products.

(28) From time to time to extend the business and undertaking of the Company by adding, altering or enlarging all or any of the buildings, factories, workshops, premises, plant and machinery, for the time being the property of or in the possession of the Company or by erecting new or additional building and to expend such sum of money for the purpose aforesaid or any of them as may be thought necessary or expedient.

(29) To undertake on behalf of the Company any payment of all rents and the performance of the convenants, conditions and agreements contained in or reserved by any lease that may be granted or assigned to or otherwise acquired by the Company and to purchase the reversion or reversions and otherwise to acquire the free hold simple of all or any of the hands of the Company for the time being held under lease or for an estate less than free hold estate.

(30) To improve, manage, develop, exchange, lease, sell, resell and repurchase, dispose off, deal or otherwise turn to account, any property (movable or immovable) or any rights or privileges belonging to or at the disposal of the Company or in which the Company is interested.

(31) To let, sell or otherwise dispose off, subject to the provisions of Section 293 of the Act and of the other Articles, any property of the Company, either absolutely to conditionally and in such manner and upon such terms and conditions in all respects as it thinks fit and to accept payment of satisfaction for the same in cash or otherwise as it thinks fit.

THE SEAL

221


(The Seal, its custody and use)

(a) The Board of Directors shall provide a Common Seal for the purpose of the Company and shall have power from time to time to destroy the same and substitute a new seal in lieu thereof and the Board shall provide for the safe custody of the Seal for the time being, under such regulations as the Board may prescribe.

(b) The Seal shall not be affixed to any instrument except by the authority of the Board of

Directors or a Committee of the Board previously given and in the presence of at least two Directors of the Company or at least one Director and Secretary or any other person duly authorised by the Board, both of whom s hall sign every instrument to which the seal is affixed. Provided further that the certicates of shares or debentures shall be sealed in the manner and in confirmity with the provisions of the Companies (Issue of Share Certificates) Rules, 1960 and their statutory modifications for the time being in force.

DIVIDEND


182

(Division of Profits)

(a) Subject to the rights of persons, if any, entitled to shares with special rights as to dividends, all dividends shall be declared and paid according to the amounts paid or credited as paid on the shares in respect whereof the dividend is paid but if and so long as nothing is paid upon any shares in the Company, dividends may be declared and paid according to the amounts of the shares.

(b) No amount paid or credited as paid on a share in advance of calls shall be treated for the

purpose of this regulation as paid on the shares. 183 (The company at Annual General

Meeting may declare

dividends)

The Company in Annual General Meeting may declare dividends, to be paid to members according to their respective rights and interest in the profits and may fix the time for payment and the Company shall comply with the provisions of Section 207 of the Act, but no dividends shall exceed the amount recommended by the Board of Directors but the Company may declare a smaller dividend in Annual General Meeting.

185 (Interim

Dividend)

The Board of Directors may from time to time pay to the members such interim dividends as in their judgement the position of the Company justifies.

186(a) (Debts may be

deduced)

The Directors may retain any dividends on which the Company has a lien and may apply the same in or towards the satisfaction of the debts, liabilities or engagements in respect of which the lien exists.

186(b) (Company may

retain dividends)

The Board of Directors may retain the dividend payable upon shares in respect of which any person is under the transmission Article entitled to become a member or which any person under that Article is entitled to transfer until such person shall become a member or shall duly transfer the same.

193 (Notice of Dividend)

Notice of the declaration of any dividend whether interim or otherwise shall be given to the registered holder of share in the manner herein provided.

194 (Reserves)

The Directors may, before recommending or declaring any dividend set aside out of the profits of the Company such sums as they think proper as a reserve or reserves which shall, at the discretion of the Directors be applicable for meeting contingencies or for any other purpose to which the profits of the Company may be properly applied and pending such application may, at the like discretion either be employed in the business of the Company or be invested in such investments (other than shares of the Company) as the Directors may from time to time think fit.

222


(Unclaimed dividend)

No unpaid/unclaimed dividend shall be forfeited by the Board and the Directors shall comply with the provisions of Section 205A(1) of the Companies Act, 1956, as regard unclaimed dividends.

CAPITALISATION OF PROFIT


200 (Capitalisation)

(1) The Company in General Meeting may, upon the recommendation of the Board, resolve: (a) that it is desirable to capitalise any part of the amount for the time being standing to the

credit of the Company's reserve accounts or to the credit of the profit and loss account or otherwise available for distribution; and

(b) that such sum be accordingly set free for distribution in the manner specified in clause (2) amongst the members who would have been entitled thereto, if distributed by way of dividend and in the same proportions.

(2) The sum aforesaid shall not be paid in cash but shall be applied, subject to the provision contained in clause (3) either in or towards. (i) paying up any amount for the time being unpaid on any shares held by such

members respectively. (ii) paying up in full unissued shares of the Company to be allocated and

distributed, credited as fully paid up to and amongst members in the proportions aforesaid; or

(iii) partly in the way specified in such clause (i) and partly in that specified in

sub-cluase (ii).

(3) A share premium account and a capital redemption reserve account may, for the purpose of this regulation, only be applied in the paying up of unissued shares to be issued to members of the Company as fully paid bonus shares.

(4) The Board shall give effect to the resolution passed by the Company in pursuance of this regulation.

ACCOUNTS


202 (Books to be

kept)

The Company shall keep at its registered office proper books of account as would give a true and fair view of the state of affairs of the Company or its transaction with respect to: (a) all sums of money received and expended by the Company and the matters in respect of

which the receipt and expenditure take place;

(b) all sales and purchases of goods by the Company;

(c) the assets and liabilities of the Company; and

(d) if so required by the Central Government, such particulars relating to utilisation of material or labour or other items of cost as may be prescribed by that Government.

223

Article Number Contents Provided that all or any of the books of account aforesaid may be kept at such other place in India as the Board of Directors may decide and when the Board of Directors so decides, the Company shall, within seven days of the decision file with the Registrar a notice in writing giving the full address of that other place.

203

Where the Company was a branch office, whether in or outside India, the Company shall be deemed to have complied with the provisions of above clause (1) if proper books of account relating to the transactions effected at the branch are kept at that office and proper summarised returns, made upto date at intervals of not more than three months, are sent by the branch office to the Company at its registered office or the other place referred to in clause 202. The books of account and other books and papers shall be open to inspection by any Director during business hours

204

(Inspection by members)

(a) The Directors shall from time to time determine whether and to what extent and at what time and places and under what conditions or regulations the accounts and works of the Company or any of them shall be open to the inspection of member not being Directors.

(b) No member (not being a Director) shall have any right of inspecting any account books or documents of the Company except as allowed by law or authorised by the Board.

205 (Statement of accounts to be furnished to

General Meeting)

The Board of Directors shall from time to time in accordance with Sections 210, 211, 212, 216 and 217 of the Act, cause to be prepared and laid before each Annual General Meeting a Profit of Loss Account for the financial year of the Company and a Balance Sheet made up as at the end of the financial year which shall be a date which shall not precede the day of the meeting by more than six months or such extended period as shall have been granted by the Registrar under the provisions of the Act.

AUDIT


208 (Appointment of

Auditors)

(1) Auditors shall be appointed and their qualifications, rights and duties regulated in accordance be with Sections 224 to 229 and 231 of the Act.

(2) The Company shall at each Annual General Meeting appoint at Auditor or Auditors to hold office from conclusion of that meeting until the conclusion of the next Annual General Meeting and shall within seven days of the appointment give intimation thereof to the Auditor so appointed unless he is a retiring Auditor.

(3) At any Annual General Meeting a Retiring Auditor, by whatsoever authority appointed, shall be re-appointed unless;

(a) he is not qualified for re-appointment

(b) he has given to the Company notice in writing of his unwillingness to be re-appointed;

(c) a resolution has been passed at that meeting appointing somebody instead of him or providing expressly that he shall not be re-appointed; or

(d) where notice has been given of an intended resolution to appoint some person or person in the place of Retiring Auditor and by reason of the death, incapacity or disqualification of that person or of all those persons as the case may be, the resolution cannot be proceeded with.

(4) Where at Annual General Meeting, no Auditors are appointed or re-appointed the Central Government may appoint a person to fill the vacancy.

224


(5) The Company shall within seven days of the Central Government's power under sub-clause (4) becoming exercisable give notice of that fact to that Government.

(6) The Directors may fill any casual vacancy in the office of Auditors, but while any such vacancy continues, the surviving or continuing Auditor or Auditors (if any) may act but where such vacancy is caused by the resignation of an Auditor, the vacancy shall only be filled by the Company in General Meeting.

(7) A person, other than a Retiring Auditor, shall not be capable of being appointed at an Annual General Meeting unless as special notice of a resolution for appointment of that person to the office of Auditor has been given by a member to the Company, not less than fourteen days before the meeting in accordance with Section 190 of the Act and the Company shall send a copy of any such notice to Retiring Auditor and shall give notice thereof to the members in accordance with Section 190 of the Act and all the other provisions of Section 225 of the Act shall apply in the matter. The provisions of this sub-clause shall also apply to a resolution that Retiring Auditor shall not be re-appointed.

DOCUMENTS AND NOTES


212 (Service of Documents)

A document may be served on the Company or an officer thereof by sending it to the Company or officer at the Registered Office of the Company by post under a certificate of posting or by registered post or by leaving it at its Registered Office.

WINDING UP


216

(Distribution of Assets)

If the Company shall be wound up and the assets available for distribution among the members as such shall be insufficient to repay the whole of the paid up capital, such assets shall be distributed so that as nearly as may be the losses shall be borne by the members in the proportion to the capital paid up or which ought to have been paid up at the commencement of winding up on the shares held by them respectively and if in the winding up, the assets available for distribution among the members shall be more than sufficient to repay the whole of the capital paid up at the commencement of the winding up, the execess shall be distributed amongst members in proportion to the capital at the commencement of the winding up, paid up or which ought to have been paid up on the shares held by them respectively. But this Article is to be without prejudice to the rights of the holders of shares issued upon special terms and conditions.

217

(Distribution in specie or kind)

(a) If the Company shall be wound up, whether voluntarily or otherwise, the liquidator may, with the sanction of a special resolution, divide amongst the contributories in specie or kind, any part of the assets of the Company and may with the like sanction vest any part of the assets of the Company in Trustees upon such trusts for the benefit of the contributories or any of them as the Liquidator, with the like sanction, shall think fit.

(b) If thought expendient any such division may subject to the provisions of the Act be otherwise than in accordance with the legal rights of the contributories (except where unalterably fixed by the Memorandum of Association) and in particular any class may be given preferential or special rights or may be excluded altogether or in part but in case any division otherwise than in accordance with the legal rights of the contributories, shall be determined on any contributory who would be prejudicial thereby shall have a right to dissent and ancillary rights as if such determination were a special resolution passed pursuant to Section 494 of the Act.

225


(c) In case any shares to be divided as aforesaid involve a liability to calls or otherwise, any person entitled under such division to any of the said shares may within ten days after the passing of the special resolution by notice in writing direct the liquidator to sell his proportion and pay him the net proceeds and the liquidator shall, if practicable, act accordingly.

SECRECY


221

(Secrecy Clause)

Every Director, Manager, Auditor, Treasurer, Trustee, Member of a Committee, Officer, servant, Agent, Accountant or other person employed in the business of the Company shall, if so required by the Director, before entering upon his duties, sign a declaration pledging himself to observe a strict secrecy respecting all transactions and affairs of the Company with the customers and the state of the accounts with individuals and in matter thereto and shall, by such declaration pledge himself not to reveal any of the matters which may come to his knowledge in the discharge of his duties, except when required to do so by the Directors or by law or by the person to whom such matters relate and except so far as may be necessary in order to comply with any of provisions in these presents contained.

222

(No member to enter premises of

the company without

permission)

No member or other person (not being a Director) shall be entitled to visit or inspect any property or premises of the company without the permission of the Board of Directors or Managing Director or to inquire discovery of or any information respecting any details of the company's trading or any matter which is or may be in the nature of the trade secret, mystery of trade, secret process or any other matter which relate to the conduct of the business of the company and which in the opinion of the Directors, it would be inexpedient in the interest of the company to disclose

226

SECTION IX – OTHER INFORMATION

DOCUMENTS FOR INSPECTION

Copies of the following documents will be available for inspection at the registered office of our Company on any working day (i.e. Monday to Friday and not being a bank holiday in Gujarat) between 11:00 a.m. and 1:00 p.m. for a period of seven days from the date of filing of this Information Memorandum with the Stock Exchanges. 1. Memorandum and Articles of Association of the Company, as amended till date

2. Certification of incorporation of the Company dated December 26, 2008 and Certificate for

Commencement of the business dated January 6, 2009.

3. Copy of the Fairness Report provided by Axis Capital Limited dated July 30, 2014. 4. Copy of the resolution passed by the Board of directors dated July 30, 2014 approving the scheme. 5. Copy of the Undertaking and the Auditor's certificate dated 21st August, 2014 submitted to SEBI

confirming non application of clause 5.16 (a) of the SEBI circulars (CIR/CFD/DIL/5/2013 dated February 4, 2013 and CIR/CFD/DIL/8/ 2013 dated May 21, 2013).

6. Copy of the complaints report dated September 17, 2014.

7. Letter under Clause 24(f) of Listing Agreement dated October 28, 2014 of BSE, of NSE dated October 27,

2014 and of ASE dated November 10, 2014 approving the Scheme.

8. Certified copy of the order dated November 12, 2014 of the High Court passed in Company Application No. 267of 2014, dispensing with the meetings of Equity Shareholders of Arvind Infrastructure Limited.

9. BSE letter No. DCS/AMAL/LP/IP/087/2015-16 dated July 6, 2015 granting in-principle approval for

listing.

10. NSE letter No. NSE/LIST/32694 dated July 7, 2015 granting in- principle approval for listing. 11. ASE letter No. 97 dated July 8, 2015 granting in- principle approval for listing.

12. Tripartite Agreement dated January 23, 2015 with National Securities Depository Ltd., RTA and the

Company.

13. Tripartite Agreement dated January 23, 2015 with Central Depository Services (India) Ltd., RTA and the Company.

14. Order dated March 30, 2015 of the Honorable High Court of Gujarat at Ahmadabad approving the Scheme

of Arrangement, received by the Company on April 22, 2015. 15. Audited financial Statements and Report of the Company for the past five financial years.

16. Statement of Tax Benefit dated June 3, 2015 from M/s. G.K Chokshi & Co., Chartered Accountants. 17. SEBI‟s letter bearing No. CFD/DIL/BNS/PR/OW/22013/2015 dated August 5, 2015 granting relaxation of

Rule 19(2) (b) of the Securities Contracts (Regulation) Rules, 1957 as per the SEBI Circular No.CIR/CFD/DIL/5/2013 dated February 4, 2013 read with SEBI Circular No. CIR/CFD/DIL/8/2013 dated May 21, 2013 for the purpose of listing of the shares of Arvind Infrastructure Limited.

227

DECLARATION To the best of knowledge and belief of the Board of Directors of the Company, all statements made in this Information Memorandum are true and correct. For and on behalf of the Board of Directors of Arvind Infrastructure Limited Sd/- Prakash Makwana Company Secretary and Compliance Officer Place: Ahmedabad Dated: August 24, 2015