FUTURE GMR INFRA Notes to Accounts

1 CORPORATE INFORMATION

GMR Infrastructure Limited (''''GIL'''' or ''''the Company'''') is a public limited
Company domiciled in India. Its equity shares are listed on two stock
exchanges in India. The Company carries its business in the following
business segments:

a. Engineering Procurement Construction (EPC)

The Company is engaged in handling EPC solutions in the infrastructure
sector.

b. Others

The Company''''s business also comprises of investment activity and
corporate support to various infrastructure Special Purpose Vehicles
(SPV).

2 BASIS OF PREPARATION

The financial statements of the Company have been prepared in
accordance with the generally accepted accounting principles in India
(''''Indian GAAP''''). The Company has prepared these financial statements
to comply in all material respects with the accounting standards
notified under section 133 of the Companies Act 2013 (''''the Act''''), read
with paragraph 7 of the Companies (Accounts) Rules 2014. The financial
statements have been prepared on an accrual basis and under the
historical cost convention.

The accounting policies adopted in the preparation of financial
statements are consistent with those of previous year.

3 (A) GRATUITY AND OTHER POST-EMPLOYMENT BENEFIT PLANS

The Company has a defined benefit gratuity plan. Every employee who has
completed five years or more of service gets gratuity on departure at
15 days salary (last drawn salary) for each completed year of service.
The scheme is funded with Life Insurance Corporation of India in the
form of a qualifying insurance policy.

The following tables summarise the components of net benefit expenses
recognised in the statement of profit and loss and the funded status
and amounts recognised in the balance sheet for gratuity benefit.

4 LEASES

Office premises and equipments taken by the Company are obtained on
operating leases. The Company entered into certain cancellable
operating lease arrangements and certain non-cancellable operating
lease arrangement towards office premises. The equipments are taken on
hire on need basis. There are no escalation clauses in the lease
agreements. There are no restrictions imposed by lease arrangements.
There are no subleases. The lease rentals charged during the year and
maximum obligation on the long term non-cancellable operating leases as
per the lease agreement are as follows:

5 INFORMATION ON JOINTLY CONTROLLED ENTITY AS PER ACCOUNTING
STANDARD-27

The Company directly holds 1.74% (March 31, 2015: 0.21%) of the equity
shares of GMCAC and 38.26% (March 31, 2015: 39.79%) of the equity
shares of GMCAC through its subsidiary company. GMCAC is incorporated
in Phillipines and is involved in development and operation of airport
infrastructure.

The Company''''s ownership and voting power of GMCAC along with its share
in the assets, liabilities, income, expenses, contingent liabilities
and commitments are as follows:

6 SEGMENT INFORMATION

The segment reporting of the Company has been prepared in accordance
with Accounting Standard 17 on Segment Reporting, notified under
section 133 of the Act, read with rule 7 of the Companies (Accounts)
Rules, 2014. The primary segment reporting format is determined to be
business segment as the Company''''s risk and rates of return are affected
predominantly by difference in the services provided. Secondary
information is reported geographically.

The business segments of the Company comprise of the following:

7 CAPITAL AND OTHER COMMITMENTS Capital commitments

a) Estimated amount of contracts remaining to be executed on capital
account not provided for, net of advances Rs. Nil Crore (March 31,
2015: Nil).

Other commitments

1. The Company has committed to provide financial assistance as
tabulated below:

2. The Company has provided commitment to fund the cost overruns over
and above the estimated project cost or cash deficiency, if any, to the
lenders of the following subsidiaries, to the extent as defined in the
agreements executed with the respective lenders:

3. The Company has extended comfort letters to provide continued
financial support to the following subsidiaries, to ensure that these
subsidiaries are able to meet their debts, commitments (including
commitments towards investee entities) and liabilities as they fall due
and they continue as going concerns:

4. The Company has entered into agreements with the lenders wherein the
promoters of the Company and the Company has committed to hold directly
or indirectly at all times at least 51% of the equity share capital of
the below mentioned subsidiary Companies and not to sell, transfer,
assign, dispose, pledge or create any security interest except pledge
of shares to the respective lenders as covered in the respective
agreements with the lenders:

5. GEL has issued following fully paid up CCCPS:

During the year ended March 31, 2011, GEL had issued 13,950,000 CCCPS
of Rs. 1,000 each. These preference shares were held by Claymore
investments (Mauritius) Pte Limited, IDFC Private Equity Fund III,
Infrastructure Development Finance Company Limited, IDFC Investment
Advisors Limited, Ascent Capital Advisors India Private Limited, and
Argonaut Ventures (collectively called as Investors). During the year
ended March 31, 2014, GEL has entered into an amended and restated
share subscription and shareholders agreement (''''Amended SSA'''') with the
investors, the Company and other GMR group companies. The Investors
continue to hold 6,900,000 CCCPS in GEL and a new investor GKFF Capital
has subscribed to additional 325,000 CCCPS of Rs. 1,000 each
(collectively referred to as ''''Portion B securities''''). As per the
Amended SSA and Share Purchase Agreement (''''SPA'''') between the investors,
GEL and other GMR Group Companies, 7,050,000 CCCPS with a face value of
Rs. 705.00 Crore (''''Portion A Securities'''') have been bought by GREEL and
GEPML for a consideration ofRs. 11,69.17 Crore. Portion A securities
shall be converted into equity shares of GEL as per the terms
prescribed in clause 5 of the SPA not later than the date of conversion
of Portion B securities. As defined in the terms of Amended SSA, GEL
has to provide an exit to the Portion B Securities investors within 30
months from last return date (November 29, 2013) at the agreed price of
Rs. 1,278.67 Crore ("Investor exit amount"). In case of non-occurrence
of QIPO within 24 months from the last return date, GMR Group may give
an exit to Portion B securities investors at investor exit amount by
notifying them the intention to purchase the preference shares within
30 days from the expiry of the 24th month. In case of non-occurrence of
QIPO or no notification from GMR group companies as stated aforesaid,
the Portion B securities investors have the sole discretion to exercise
the various rights under clause 10 of the Amended SSA. Prior to the
completion of the transaction as per the Subscription Agreement as
detailed above, the Portion B Securities held by the Investors need to
be converted into a fixed number of equity shares of GEL along with the
Portion A Securities held by GEPML and GREEL.

During the year ended March 31,2016, the Investors have not exercised
various rights under clause 10 of the Amended SSA and the management of
GEL is currently negotiating with the Investors to amend the Amended
SSA.

6. During the year ended March 31, 2011 GAL has issued 2,298,940
non-cumulative compulsory convertible non-participatory preference
shares (CCPS 1) bearing 0.0001% dividend on the face value of Rs. 1,000
each fully paid up amounting to Rs. 229.89 Crore at a premium of Rs.
2,885.27 each totaling to Rs. 663.31 Crore to Macquaire SBI
Infrastructure Investments 1 Limited, ("Investor I") for funding and
consolidation of airport related investments by the Group. Further,
during the year ended March 31.2013 GAL issued 1,432,528 non-cumulative
compulsory convertible non- participatory preference shares (CCPS 2)
bearing 0.0001% dividend on the face value of Rs. 1,000 each fully paid
up amounting to Rs. 143.25 Crore at a premium of Rs. 3,080.90 each
totaling to Rs. 441.35 Crore to Standard Chartered Private Equity
(Mauritius) III Limited, JM Financial - Old Lane india Corporate
Opportunities Fund I Limited, JM Financial Trustee Company Private
Limited, JM Financial Products Limited and Build India Capital Advisors
LLP ("Investors II"). The Company and GAL have provided Investor I and
Investors II various conversion and exit options at an agreed internal
rate of return as per the terms of the Restructuring Options Agreements
and Investment agreements executed between the Company, GAL, Investor I
and Investor II.

As per the terms of CCPS 1 S CCPS 2, these were either convertible into
equity shares on or before April 06, 2015 or the Company had an option
to exercise the call Options requiring the investors to transfer these
shares in favour of the Company. The Company exercised such call option
on April 01, 2015 on all these shares. The payment of call price is
subject to the prior approval of the Reserve Bank of India. The Company
and the Investors thereafter, basis mutual discussions, decided to
restructure the investments, which is subject to prior approval of
Reserve Bank of india and have filed a joint application to the Reserve
Bank of India on October 01, 2015. As per the revised understanding,
these shares will be converted into equity shares in two tranches
ending on June 2017. Pending approval of RBI, the Company and these
shareholders and GAL have signed an ''''Amended and Restated Investment
Agreement'''' on December 24, 2015 which shall be effective upon receipt
of approval from RBI. Further the Company has also entered into a
Share Purchase Agreement with JM Financials Trustee Private Limited
(JMFI) and Build India Capital Advisors (BICA) on December 21,2015 to
buy out their shares. Share transfer is yet to be completed."

7. For commitment relating to lease arrangements (refer note 29).

8. The Company has certain long term unquoted investments which have
been pledged as security towards loan facilities sanctioned to the
Company and the investee Companies (refer note 13).

9. During the year ended March 31,2014, the Company along with its
subsidiaries entered into a definitive agreement (''''SPA'''') with Malaysia
Airports MSC Sdn Bhd (''''Buyer'''') for sale of 40% equity stake in their
jointly controlled entities, ISG, LGM. Pursuant to the SPA entered with
the buyer, the Company along with its subsidiaries had provided a
guarantee of Euro 4.50 Crore towards tax claims, as specified in the
SPA for a period till May 2019.

10. For commitment relating to FCCB''''s (refer note 5(19)).

8 As per the transfer pricing rules prescribed under the IT Act, the
Company is examining domestic and international transactions and
documentation in respect thereof to ensure compliance with the said
rules. The management does not anticipate any material adjustments with
regard to the transaction involved.

9 Certain amounts (currency value or percentages) shown in the various
tables and paragraphs included in the financial statements have been
rounded off or truncated as deemed appropriate by the management of the
Company.

10 Previous year''''s figures have been regrouped and reclassified,
wherever necessary, to conform to the current year''''s classifications.

CIN: U67190WB2003PTC096617. Trading in Commodities is done through our Group Company Dynamic Commodities Pvt. Ltd. The company is also engaged in Proprietory Trading apart from Client Business.
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