Board of Directors - Sadbhav Engineering Limited...Sandip A. Sheth Independent Director 10 Mirat N....

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Transcript of Board of Directors - Sadbhav Engineering Limited...Sandip A. Sheth Independent Director 10 Mirat N....

Page 1: Board of Directors - Sadbhav Engineering Limited...Sandip A. Sheth Independent Director 10 Mirat N. Bhadlawala Independent Director 02 11 Purvi S. Parikh Independent Director 6 Sandip
Page 2: Board of Directors - Sadbhav Engineering Limited...Sandip A. Sheth Independent Director 10 Mirat N. Bhadlawala Independent Director 02 11 Purvi S. Parikh Independent Director 6 Sandip

Board of Directors

1

Vishnubhai M. Patel Chairman & Managing Director

2

Shashin V. Patel Joint Managing Director

3

Vasistha C. Patel Executive Director

4

Vikram R. Patel Executive Director

5

Nitin R. Patel Executive Director

7

Atul N. Ruparel Independent Director

8

Arunbhai S. Patel Independent Director

9

Sandip A. Sheth Independent Director

10

Mirat N. Bhadlawala Independent Director

02

11

Purvi S. Parikh Independent Director

6

Sandip V. Patel Independent Director

Page 3: Board of Directors - Sadbhav Engineering Limited...Sandip A. Sheth Independent Director 10 Mirat N. Bhadlawala Independent Director 02 11 Purvi S. Parikh Independent Director 6 Sandip

Committee of the Board of Directors. 01 03

Audit Committee

Mr. Sandip V. Patel - Chairman

Mr. Arunbhai S. Patel – Member

Mr. Nitin R. Patel – Member

Mr. Atul N. Ruparel - Member

Finance & Investment Committee

Mr. Vishnubhai M. Patel – Chairman

Mr. Shashin V. Patel - Member

Mr. Nitin R. Patel - Member

Mr. Vasistha C. Patel - Member

Mr. Atul N. Ruparel - Member

Nomination & Remuneration Committee

CSR Committee

Mr. Vishnubhai M. Patel -Chairman

Mr. Vasistha C. Patel - Member

Mr. Mirat N. Bhadlawala - Member

Mr. Sandip A. Sheth - Member

Stakeholders Relationship Committee

Mr. Mirat N. Bhadlawala - Chairman

Mr. Sandip V. Patel - Member

Mr. Nitin R. Patel – Member

Mr. Vasistha C. Patel - Member

Mr. Atul N. Ruparel - Chairman

Mr. Sandip V. Patel - Member

Mr. Arunbhai S. Patel - Member

Mr. Sandip A. Sheth - Member

Page 4: Board of Directors - Sadbhav Engineering Limited...Sandip A. Sheth Independent Director 10 Mirat N. Bhadlawala Independent Director 02 11 Purvi S. Parikh Independent Director 6 Sandip

01 04 Ogranisation Structure

Page 5: Board of Directors - Sadbhav Engineering Limited...Sandip A. Sheth Independent Director 10 Mirat N. Bhadlawala Independent Director 02 11 Purvi S. Parikh Independent Director 6 Sandip

01 05 Business Activities

Rehabilitation, upgradation, widening and strengthening of roads and highways, and design and construction of depots, workshops, elevated ramps,

elevated viaducts, elevated stations for metro railways

Construction of earthen dams, canals, remodelling, CC lining structure, control cabins, hydraulic tunnel

and improvement of canals

Excavation of overburden and mining of minerals.

Irrigation Sector Mining Sector Transportation Sector

We are an engineering, construction and infrastructure development company focussing on transportation, irrigation and mining sectors. We categorise our business into two businesses: (i) Construction Business, under which we undertake engineering, procurement and construction (“EPC”) activities for transportation, irrigation and mining sectors; and (ii) Infrastructure Development Business, under which we undertake development of roads and highways on BOT, DBFOMT or DBFOT basis.   We have completed 26 EPC projects in the transportation sector, 20 EPC projects in the irrigation sector and 9 EPC projects in the mining sectors, since the incorporation of our Company. EPC activities under our Construction Business consist the following:

Our EPC contracts in transportation sector include in-house contracts as well as contracts from third party clients. Our company undertakes EPC activities for the BOT Projects held thourgh our Subsidiary,Sadbhav Infrastracture Project Ltd (“ SIPL”) and associates. We commenced our Infrastructure Development Business in 2005 which is now being undertaken primarily through our Subsidiary, SIPL, as an asset holding company for our BOT Projects. Our Company currently holds 84.15% of the equity paid-up capital of SIPL. Our BOT Projects are implemented by special purpose vehicles (“SPV”s), which include joint ventures and associates. Our Company has been pre-qualified by NHAI for National Highway projects with a total project cost of up to Rs. 3,10,545 lakhs until December 31, 2014 and accordingly, is eligible to apply for project specific RFQs. We generate revenues from our Infrastructure Development Business primarily through toll collection, annuity income, service fees and advertising income.

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Business Strategies 01 06

Maintain and strengthen our market position We intend to maintain and strengthen our market position in the EPC activities as well as road BOT sectors in India. Over the next few years, we will continue to focus on the operations and maintenance and development of our existing projects while seeking opportunities to bid for additional projects. In addition to bidding for new projects, we may also consider acquiring existing projects, developed or under development by other companies that are available for acquisition at competitive rates. We also intend to improve efficiency in operating our operational BOT Projects by reducing dependence on manpower in our tolling operations, specially through use of technologies at our toll booths such as RFID, video/image capturing equipment, automatic vehicle identification based on in-road/infrared sensors and weighin- motion technology. NHAI has recently promoted Indian Highways Management Company Limited (“IHMCL”) which proposes to establish nationwide RFID based ETC system together with central clearing house services, under which all toll plazas in India that are under NHAI’s jurisdiction would have dedicated RFID based ETC lanes, under a centralised toll collection system. Our Company has invested Rs.55,53,700 as share application money in IHMCL.   We intend to draw on our experience, market position and our ability to execute and manage multiple projects across geographies, to grow our portfolio of road projects.   Selectively expand our Infrastructure Development Business into states with higher than average GSDP Given the track record of our Infrastructure Development Business in Gujarat, Maharashtra, Rajasthan, Karnataka and Haryana, we intend to expand into states which are economically and politically stable and which are expected to have higher than average GSDP. Expand into new and complementary sub-sectors in the infrastructure industry We intend to leverage our experience, track record, commercial relationships and brand recognition to expand our operations into new sub-sectors within the infrastructure industry in India, particularly in the provision of services relating to toll operations, consultancy services related to border check post and routine and major maintenance services. We have built a dedicated team to provide O&M services to several of our operational projects.   We also intend to expand our EPC activities in the mining sector by increasingly

focussing on mining of minerals as well, in addition to excavation of overburden.   We plan to bid for tenders floated by public sector undertakings as well as private parties for the work of mine developer and operator (MDO), which involves both excavation of overburden as well as mining of minerals, together with washing and transportation of minerals.   We also intend to explore opportunities to expand our EPC activities into urban infrastructure development as well as to expand further into EPC activities for metro railways.   We further intend to evaluate bidding for large BOT projects in collaboration with reputed BOT Players, where our role will be to undertake complete EPC activities for such projects with lesser equity share. We believe that this will help us in enhancing our experience and expertise in constructing large sized projects without having to bear the entire risk associated with such projects. Monetising our operational BOT Projects and capacity augmentation for the existing BOT Projects We intend explore opportunities to monetise our operational BOT Projects, including by way of stake sale or securitisation or transfer of our operational BOT Projects to a entity which holds operational roads and highways with us having a stake in such entity. Monetising our operational BOT Projects will improve our financial strength and provide us with resources to pursue planned expansion of our business without third party support.   We also intend to pursue the option of capacity augmentation for some of our existing BOT Projects in terms of their respective concession agreements.. Under the concession agreements for some of BOT Projects including BHTPL Project, HYTPL Project and RPTPL Project, the concessioning authority may at any time (following a detailed traffic study conducted by it and in order to provide the desired level or services) after a certain specified period, decide to augment or increase the capacity of the project highway and invite proposals from eligible persons for the proposed capacity augmentation. We have the right to submit proposal for such capacity augmentation and in case we do not opt to exercise such right, then the concessioning authority will invite bids for such capacity augmentation. We believe that such an option for capacity augmentation, will extend the term of the project thereby resulting in additional revenue as well as in additional revenue from EPC activities.

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Details of Subsidiaries and its project 01 23

Nagpur Seoni Express way Ltd. Project : “Rehabilitation and upgrading to four lane from km. 596/750 to km. 653/225 on NH-7 in the state of Madhya Pradesh under North- South Corridor (NHDP Phase II) on BOT-Annuity basis.”

Sadbhav Infrastructure Project Ltd. Sadbhav Infrastructure Project Ltd. (SIPL), a subsidiary of SEL, was incorporated as an asset holding company for road and other Infrastructure BOT projects in 2007.The fundamental function of SIPL is development, operation and maintenance of road infrastructure assets. It undertakes the comprehensive contract works, other than civil construction, of the projects. Also, the financial closure & financial management for the SPVs is handled by SIPL.11 BOT projects are already in its portfolio.

Ahmedabad Ring Road Infrastructure Ltd. Project : “4-laning the present 76.21 km two-lane ring road around Ahmedabad city and its operation & maintenance “

Auarangabad- Jalna Tollway Ltd. Project : “Widening the existing two-lane stretch of 65.80 kms to four lanes on Aurangabad Jalna Highway in state of Maharastra and its operation and maintenance”

Maharastra Border Check Post Network Ltd. Project : “Modernization and computerization of integrated border check posts at 22 (Twenty Two) locations in the State of Maharashtra on Build Operate and Transfer (BOT) Basis “

Bijapur-Hundgund Tollway Pvt. Ltd. Project : “Four laning of Bijapur-Hungund Section of NH-13 from km 102.000 to km 202.000 (97.22Kms) in the state of Karnataka on Design, Build, Finance, Operate and Transfer (“DBFOT”), Toll basis”

Rohtak-Panipat Tollway Pvt. Ltd. Project : “Four laning of Rohtak to Panipat Section of NH-71A from k.m. 0.000 km 63.30 of NH-10 to km 80.858 km 83.50 of NH-1 in the state of Haryana (80.85 Kms) on BOT basis under NHDP phase-III”

Rohtak-Hissar Tollway Pvt. Ltd. Project : “4-Laning of Rohtak to Hissar Section of NH-10 from Km 87.000 to km 170.000 including connecting link from km 87.000 (NH-10) to km 348.000 (NH-71) to be executed as BOT (Toll) project on DBFOT pattern under NHDP Phase III in the state of Haryana (Length 98.810 Km)”

Shreenathji-Udaipur Tollway Pvt. Ltd. Project : ” Four Laning of Gomati Chauraha - Udaipur section of NH-8 (from Km 177/000 to Km 260/100) in the state of Rajasthan under NHDP Phase IV”

Hyderabad Yadgiri Tollway Pvt. Ltd. Project : “Design, Engineering, Construction, Development, Finance, Operation and Maintenance of four laning of Hyderabad- Yadgiri Section from km 18.600 to km 54.000 (36.65Kms) of NH-202 in the state of Andhra Pradesh under NHDP Phase-III on DBFOT (Toll) Basis Package No. NHDP-III/ BOT/AP/04”

Bhilwara-Rajsamand Tollway Pvt. Ltd. Project : “Four laning of Rajsamand-Bhilwara Section of NH-758 (from km 0.000 to km 87.250) under NHDP Phase IV in the State of Rajasthan on DBFOT (Toll) Basis “

Mysore-Ballary Highway Pvt. Ltd. Project : “The DBFOMT (Annuity) project is for the existing State Highway (SH33 & SH3) from Malavalli to Pavagada (Approx length of 193.344 Kms) in the State of Karnataka (WAP-1).”

07

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Nagpur Seoni Express way Ltd. 01 08

Project : “Rehabilitation and upgrading to four lane from km. 596/750 to km. 653/225 on NH-7 in the state of Madhya Pradesh under North- South Corridor (NHDP Phase II) on BOT-Annuity basis.”

Particulars Details Rs. mn.

Project Status Operational

Length of the road (kms) 27.73

Project type (Annuity/Toll) Annuity

Sadbhav's stake (SEL+SIPL) 100%

Other partners Nil 

Concession agreement signed on 30th May 2007

Financial closure achieved on 22nd nov 2007

Start date of construction 1st Nov 2007

End date of construction 31st May 2010

Concession period (yrs) 20

Construction period 2.5

Operation period 17.5

Expected date of revenue inflow 1st June 2010

End date of revenue inflow 25th Nov 2027

Project cost 4897.00

Break-up

EPC 4140.00

Other costs 757.00

Financing (Rs. mn.) 4897.00

Promoter's Equity 577.90

Subordinate Debt from Promoters 498.10

Debt 3821.00

Grant 0.00

Sadbhav's share in Execution of contract 100%

Sadbhav's share in equity(%) 100.00%

Page 9: Board of Directors - Sadbhav Engineering Limited...Sandip A. Sheth Independent Director 10 Mirat N. Bhadlawala Independent Director 02 11 Purvi S. Parikh Independent Director 6 Sandip

Ahmedabad Ring Road Infrastructure Ltd. 01 09

Project : “4-laning the present 76.21 km two-lane ring road around Ahmedabad city and its operation & maintenance “

Particulars Details Rs. mn.

Project Status Operational

Length of the road (kms) 76.35

Project type (Annuity/Toll) Toll

Sadbhav's stake (SEL+SIPL) 80%

Other partners Patel Infra (20%)

Concession agreement signed on 7th Sep 2006

Financial closure achieved on 28th Dec 2006

Start date of construction 1st Jan 2007

End date of construction 30th June 2008

Concession period (yrs) 20

Construction period 2.5

Operation period 18.5

Expected date of revenue inflow 1st Jan 2007

End date of revenue inflow 31st Dec 2026

Project cost 5008.00

Break-up

EPC 2160.00

Other costs 2848.00

Financing (Rs. mn.) 5311.00

Promoter's Equity 521.00

Subordinate Debt from Promoters 0.00

Debt 4050.00

Grant 360.00

Sadbhav's share in Execution of contract 100%

Sadbhav's share in equity(%) 80.00%

Page 10: Board of Directors - Sadbhav Engineering Limited...Sandip A. Sheth Independent Director 10 Mirat N. Bhadlawala Independent Director 02 11 Purvi S. Parikh Independent Director 6 Sandip

Auarangabad- Jalna Tollway Ltd 01 10

Project : “Widening the existing two-lane stretch of 65.80 kms to four lanes on Aurangabad Jalna Highway in state of Maharastra and its operation and maintenance”

Particulars Details Rs. mn.

Project Status Operational

Length of the road (kms) 65.80

Project type (Annuity/Toll) Toll

Sadbhav's stake (SEL+SIPL) 100%

Other partners Nil 

Concession agreement signed on 20th Dec 2006

Financial closure achieved on 14th Dec 2007

Start date of construction 1st Feb 2007

End date of construction 31st July 2009

Concession period (yrs) 23.5

Construction period 2.5

Operation period 21

Expected date of revenue inflow 1st August 2009

End date of revenue inflow 31st july 2030

Project cost 2770.00

Break-up

EPC 1907.00

Other costs 863.00

Financing (Rs. mn.) 2770.00

Promoter's Equity 548.00

Subordinate Debt from Promoters 282.00

Debt 1940.00

Grant 0.00

Sadbhav's share in Execution of contract 51%

Sadbhav's share in equity(%) 100.00%

Page 11: Board of Directors - Sadbhav Engineering Limited...Sandip A. Sheth Independent Director 10 Mirat N. Bhadlawala Independent Director 02 11 Purvi S. Parikh Independent Director 6 Sandip

Maharastra Border Check Post Network Ltd 01 11

Project : “Modernization and computerization of integrated border check posts at 22 (Twenty Two) locations in the State of Maharashtra on Build Operate and Transfer (BOT) Basis “

Particulars Details Rs. mn.

Project Status Partly Operational

Length of the road (kms) N.A.

Project type (Annuity/Toll) Toll

Sadbhav's stake (SEL+SIPL) 90%

Other partners Srei Infra Finance Ltd. & SREI Sahaj - e - village(10%)

Concession agreement signed on 30th Mar 2009

Financial closure achieved on 3rd Feb 2010

Start date of construction 3rd March 2010

End date of construction 2nd September 2011

Concession period (yrs) 24.5

Construction period 1.5

Operation period 23

Expected date of revenue inflow 3rd September 2011

End date of revenue inflow 31st Oct 2035

Project cost 14263.70

Break-up

EPC 11330.00

Other costs 2933.70

Financing (Rs. mn.) 14263.70

Promoter's Equity 2852.70

Subordinate Debt from Promoters 0.00

Debt 11411.00

Grant 0.00

Sadbhav's share in Execution of contract 73.61%

Sadbhav's share in equity(%) 90.00%

Page 12: Board of Directors - Sadbhav Engineering Limited...Sandip A. Sheth Independent Director 10 Mirat N. Bhadlawala Independent Director 02 11 Purvi S. Parikh Independent Director 6 Sandip

Bijapur-Hundgund Tollway Pvt. Ltd. 01 12

Project : “Four laning of Bijapur-Hungund Section of NH-13 from km 102.000 to km 202.000 (97.22Kms) in the state of Karnataka on Design, Build, Finance, Operate and Transfer (“DBFOT”), Toll basis”

Particulars Details Rs. mn.

Project Status Operational

Length of the road (kms) 97.22

Project type (Annuity/Toll) Toll

Sadbhav's stake (SEL+SIPL) 77%

Other partners Monte Carlo Ltd. (23%)

Concession agreement signed on 09th March 2010

Financial closure achieved on 5th September 2010

Start date of construction 5th September 2010

End date of construction 3rd March 2013

Concession period (yrs) 20

Construction period 2.5

Operation period 17.5

Expected date of revenue inflow 3rd March 2013

End date of revenue inflow 4th September 2030

Project cost 12571.00

Break-up

EPC 10250.00

Other costs 2321.00

Financing (Rs. mn.) 12571.00

Promoter's Equity 1370.00

Subordinate Debt from Promoters 0.00

Debt 8465.00

Grant 2736.00

Sadbhav's share in Execution of contract 100%

Sadbhav's share in equity(%) 77.00%

Page 13: Board of Directors - Sadbhav Engineering Limited...Sandip A. Sheth Independent Director 10 Mirat N. Bhadlawala Independent Director 02 11 Purvi S. Parikh Independent Director 6 Sandip

Rohtak-Panipat Tollway Pvt. Ltd. 01 13

Project : “Four laning of Rohtak to Panipat Section of NH-71A from k.m. 0.000 km 63.30 of NH-10 to km 80.858 km 83.50 of NH-1 in the state of Haryana (80.85 Kms) on BOT basis under NHDP phase-III”

Particulars Details Rs. mn.

Project Status Operational

Length of the road (kms) 80.86

Project type (Annuity/Toll) Toll

Sadbhav's stake (SEL+SIPL) 100%

Other partners Nil 

Concession agreement signed on 09th March 2010

Financial closure achieved on 18th April 2011

Start date of construction 18th April 2011

End date of construction 14th October 2013

Concession period (yrs) 25

Construction period 2.5

Operation period 22.5

Expected date of revenue inflow 9th January 2014

End date of revenue inflow 17th April 2036

Project cost 12134.00

Break-up

EPC 9500 .00

Other costs 2634.00 Financing (Rs. mn.) 12134.00 Promoter's Equity 2426.80 Subordinate Debt from Promoters 0.00

Debt 9707.20 Grant 0.00

Sadbhav's share in Execution of contract 100%

Sadbhav's share in equity(%) 100.00%

Page 14: Board of Directors - Sadbhav Engineering Limited...Sandip A. Sheth Independent Director 10 Mirat N. Bhadlawala Independent Director 02 11 Purvi S. Parikh Independent Director 6 Sandip

Rohtak-Hissar Tollway Pvt. Ltd. 01 14

Project : “4-Laning of Rohtak to Hissar Section of NH-10 from Km 87.000 to km 170.000 including connecting link from km 87.000 (NH-10) to km 348.000 (NH-71) to be executed as BOT (Toll) project on DBFOT pattern under NHDP Phase III in the state of Haryana (Length 98.810 Km)”

Particulars Details Rs. mn.

Project Status Under Implementation

Length of the road (kms) 98.81

Project type (Annuity/Toll) Toll

Sadbhav's stake (SEL+SIPL) 100%

Other partners Nil 

Concession agreement signed on 27th May 2013

Financial closure achieved on 23th November, 2013

Start date of construction 26th December 2013

End date of construction 25th June, 2016

Concession period (yrs) 22

Construction period 2.5

Operation period 19.5

Expected date of revenue inflow 25th June, 2016

End date of revenue inflow 26th December 2035

Project cost 12716.00

Break-up

EPC 10800.00

Other costs 1916.00

Financing (Rs. mn.) 12716.00

Promoter's Equity 1077.00

Subordinate Debt from Promoters 0.00

Debt 9524.00

Grant 2115.00

Sadbhav's share in Execution of contract 100%

Sadbhav's share in equity(%) 100.00%

Page 15: Board of Directors - Sadbhav Engineering Limited...Sandip A. Sheth Independent Director 10 Mirat N. Bhadlawala Independent Director 02 11 Purvi S. Parikh Independent Director 6 Sandip

Shreenathji-Udaipur Tollway Pvt. Ltd. 01 15

Project : ” Four Laning of Gomati Chauraha - Udaipur section of NH-8 (from Km 177/000 to Km 260/100) in the state of Rajasthan under NHDP Phase IV”

Particulars Details Rs. mn.

Project Status Under Implementation

Length of the road (kms) 79.31

Project type (Annuity/Toll) Toll

Sadbhav's stake (SEL+SIPL) 100%

Other partners Nil 

Concession agreement signed on 18th April 2012

Financial closure achieved on 14th August 2013

Start date of construction 18th April 2013

End date of construction 15th October 2015

Concession period (yrs) 27

Construction period 2.5

Operation period 24.5

Expected date of revenue inflow 15th October 2015

End date of revenue inflow 18th April, 2040

Project cost 11514.60

Break-up

EPC 9750.00

Other costs 1764.60

Financing (Rs. mn.) 14006.28

Promoter's Equity 5606.28

Subordinate Debt from Promoters 0.00

Debt 8400.00

Grant 0.00

Sadbhav's share in Execution of contract 100%

Sadbhav's share in equity(%) 100.00%

Page 16: Board of Directors - Sadbhav Engineering Limited...Sandip A. Sheth Independent Director 10 Mirat N. Bhadlawala Independent Director 02 11 Purvi S. Parikh Independent Director 6 Sandip

Hyderabad Yadgiri Tollway Pvt. Ltd. 01 16

Project : “Design, Engineering, Construction, Development, Finance, Operation and Maintenance of four laning of Hyderabad- Yadgiri Section from km 18.600 to km 54.000 (36.65Kms) of NH-202 in the state of Andhra Pradesh under NHDP Phase-III on DBFOT (Toll) Basis Package No. NHDP-III/ BOT/AP/04”

Particulars Details Rs. mn.

Project Status Operational

Length of the road (kms) 35.65

Project type (Annuity/Toll) Toll

Sadbhav's stake (SEL+SIPL) 100%

Other partners Nil 

Concession agreement signed on 24th Feb 2010

Financial closure achieved on 12th August 2010

Start date of construction 30th July 2010

End date of construction 10th May 2012

Concession period (yrs) 23

Construction period 1.75

Operation period 21.25

Expected date of revenue inflow 11th May 2012

End date of revenue inflow 29th July 2033

Project cost 4802.20

Break-up

EPC 3988.00

Other costs 814.20

Financing (Rs. mn.) 4802.20

Promoter's Equity 1000.00

Subordinate Debt from Promoters 0.00

Debt 3802.20

Grant 0.00

Sadbhav's share in Execution of contract 100%

Sadbhav's share in equity(%) 100.00%

Page 17: Board of Directors - Sadbhav Engineering Limited...Sandip A. Sheth Independent Director 10 Mirat N. Bhadlawala Independent Director 02 11 Purvi S. Parikh Independent Director 6 Sandip

Bhilwara-Rajsamand Tollway Pvt. Ltd. 01 17

Project : “Four laning of Rajsamand-Bhilwara Section of NH-758 (from km 0.000 to km 87.250) under NHDP Phase IV in the State of Rajasthan on DBFOT (Toll) Basis “

Particulars Details Rs. mn.

Project Status Operational

Length of the road (kms) 87.25

Project type (Annuity/Toll) Toll

Sadbhav's stake (SEL+SIPL) 100%

Other partners Nil 

Concession agreement signed on 14th December 2012

Financial closure achieved on 14th August, 2013

Start date of construction 9th October 2013

End date of construction 8th April, 2016

Concession period (yrs) 30

Construction period 2.5

Operation period 27.5

Expected date of revenue inflow 8th April, 2016

End date of revenue inflow 9th October 2043

Project cost 6761.00

Break-up

EPC 6250.00

Other costs 511.00

Financing (Rs. mn.) 6761.00

Promoter's Equity 1333.00

Subordinate Debt from Promoters 0.00

Debt 2764.00

Grant 2664.00

Sadbhav's share in Execution of contract 100%

Sadbhav's share in equity(%) 100.00%

Page 18: Board of Directors - Sadbhav Engineering Limited...Sandip A. Sheth Independent Director 10 Mirat N. Bhadlawala Independent Director 02 11 Purvi S. Parikh Independent Director 6 Sandip

Mysore-Ballary Highway Pvt. Ltd. 01 18

Project : “The DBFOMT (Annuity) project is for the existing State Highway (SH33 & SH3) from Malavalli to Pavagada (Approx length of 193.344 Kms) in the State of Karnataka (WAP-1).”

Particulars Details Rs. mn.

Project Status Under Implementation

Length of the road (kms) 193.34

Project type (Annuity/Toll) Annuity

Sadbhav's stake (SEL+SIPL) 74%

Other partners GKC project Ltd. (26%)

Concession agreement signed on March 24,2014

Financial closure achieved on 3rd November, 2014

Start date of construction 12th December, 2014

End date of construction 10th June, 2017

Concession period (yrs) 10

Construction period 2.5

Operation period 7.5

Expected date of revenue inflow 10th June, 2017

End date of revenue inflow 12th December, 2024

Project cost 7892.80

Break-up

EPC 6840.00

Other costs 1052.80

Financing (Rs. mn.) 7892.80

Promoter's Equity 790.70

Subordinate Debt from Promoters 0.00

Debt 4710.00

Grant 2392.10

Sadbhav's share in Execution of contract 100%

Sadbhav's share in equity(%) 74.00%

Page 19: Board of Directors - Sadbhav Engineering Limited...Sandip A. Sheth Independent Director 10 Mirat N. Bhadlawala Independent Director 02 11 Purvi S. Parikh Independent Director 6 Sandip

Details of Associates and its project 01 23

Dhule Palasner Tollway Ltd. Project : “Design, Engineering, Finance, Procurement, Construction, Operation and Maintenance of 4/6 laning of MP/ Maharashtra Border-Dhule section of NH- 3 from km 168.500 to km 265.000 (89 Kms) in the State of Maharashtra under NHDP Phase IIIA on BOT (Toll) Basis”

Mumbai - Nasik Expressway Ltd. Project : “Vadape-Gonde 4 Lane BOT project for widening the existing two-lane of 99.50 Kms to four lanes and its operation and maintenance”

19

Page 20: Board of Directors - Sadbhav Engineering Limited...Sandip A. Sheth Independent Director 10 Mirat N. Bhadlawala Independent Director 02 11 Purvi S. Parikh Independent Director 6 Sandip

Dhule Palasner Tollway Ltd. 01 20

Project : “Design, Engineering, Finance, Procurement, Construction, Operation and Maintenance of 4/6 laning of MP/ Maharashtra Border-Dhule section of NH- 3 from km 168.500 to km 265.000 (89 Kms) in the State of Maharashtra under NHDP Phase IIIA on BOT (Toll) Basis”

Particulars Details Rs. mn.

Project Status Operational

Length of the road (kms) 89.00

Project type (Annuity/Toll) Toll

Sadbhav's stake (SEL+SIPL) 27%

Other partners HCC (37%), John-Laing (36%)

Concession agreement signed on 24th June 2009

Financial closure achieved on 18th Dec 2009

Start date of construction 18th Dec 2009

End date of construction 17th June 2012

Concession period (yrs) 18

Construction period 2.5

Operation period 15.5

Expected date of revenue inflow 18th June 2012

End date of revenue inflow 17th Dec 2027

Project cost 14200.00

Break-up

EPC 12210.00

Other costs 1990.00

Financing (Rs. mn.) 14200.00

Promoter's Equity 710.00

Subordinate Debt from Promoters 2840.00

Debt 10650.00

Grant 0.00

Sadbhav's share in Execution of contract 95.80%

Sadbhav's share in equity(%) 27.00%

Page 21: Board of Directors - Sadbhav Engineering Limited...Sandip A. Sheth Independent Director 10 Mirat N. Bhadlawala Independent Director 02 11 Purvi S. Parikh Independent Director 6 Sandip

Mumbai - Nasik Expressway Ltd. 01 21

Project : “Vadape-Gonde 4 Lane BOT project for widening the existing two-lane of 99.50 Kms to four lanes and its operation and maintenance”

Particulars Details Rs. mn.

Project Status Operational

Length of the road (kms) 99.50

Project type (Annuity/Toll) Toll

Sadbhav's stake (SEL+SIPL) 20%

Other partners GIPL (80%), BE Billimoria & Co. (0.01%)

Concession agreement signed on 14th OCT 2005

Financial closure achieved on 31st Dec 2006

Start date of construction 31st May 2011

End date of construction 31st May 2010

Concession period (yrs) 20

Construction period 3

Operation period 17

Expected date of revenue inflow 64% - April'10 & 36% - May'11

End date of revenue inflow 31st January 2028

Project cost 7945.78

Break-up

EPC 6255.00

Other costs 1690.78

Financing (Rs. mn.) 7945.78

Promoter's Equity 935.78

Subordinate Debt from Promoters 0.00

Debt 6500.00

Grant 510.00

Sadbhav's share in Execution of contract 81%

Sadbhav's share in equity(%) 19.99%

Page 22: Board of Directors - Sadbhav Engineering Limited...Sandip A. Sheth Independent Director 10 Mirat N. Bhadlawala Independent Director 02 11 Purvi S. Parikh Independent Director 6 Sandip

01 22 On Going Projects/Works Currently, we have 23 ongoing transportation EPC projects, 23 ongoing irrigation EPC projects and 11 ongoing mining EPC projects.

No. of Projects.

23 Total

Rs. 3290.48 crores

No. of Projects

23 No. of Projects.

11

Transport Irrigation Mining

Our Order Book for our Construction Business stood at Rs. 8,24,435 lakhs as of December 31, 2014. As of December 31, 2014, 39.91% of our Order Book was attributable to transportation EPC projects, 33.09% of our Order Book was attributable to mining EPC projects and 27% of our Order Book was attributable to irrigation EPC projects.   Our project portfolio for the Infrastructure Development Business consists of 13 BOT Projects of which eight are fully operational, one is partially operational and the remaining four projects are in various stages of development. 11 of the 13 BOT Projects are toll projects, while the remaining two are annuity projects. Our portfolio of BOT toll projects includes the Maharashtra Border Checkpost Project which involves modernisation, computerisation and integrating the existing 22 border checkposts in Maharashtra and collection of service fee, parking charges and loading and unloading charges from different categories of commercial vehicles in accordance with the service fee notification issued by the Government of Maharashtra.   Company places the details of Work on Hand position on Quarterly basis to its Board Meeting for the review and noting.

Total

Rs. 2225.63 crores Total

Rs. 2728.24 crores

Page 23: Board of Directors - Sadbhav Engineering Limited...Sandip A. Sheth Independent Director 10 Mirat N. Bhadlawala Independent Director 02 11 Purvi S. Parikh Independent Director 6 Sandip

Geographies in which company operates. MAP Presentation 01

23

Sector Name of the State No. of Projects A+B+C

A) BOT Maharashtra 2

Rajasthan 2

Haryana 2

Karnataka 1

Andhra Pradesh 1

Total BOT Projects 8

B) Cash Contract (EPC) Gujarat 3

Jharkhand 2

MP & Maharashtra 1

Odisha 1

Rajasthan 1

Andhra Pradesh 1

Total Cash Contract (EPC) Projects

9

C) Cash Contract (Others) Delhi 5

Maharashtra 1

Total Cash Contract (Others) Projects

6

Irrigation Gujarat 9

Andhra Pradesh 7

Madhya Pradesh 5

Odisha 1

Uttar Pradesh 1

Total Irrigation Projects 23 Mining

Jharkhand 5 Rajasthan 2 Gujarat 2 Maharastra 1 Madhya Pradesh 1

Total Mining Projects 11

Transport

Mining

Irrigation

Page 24: Board of Directors - Sadbhav Engineering Limited...Sandip A. Sheth Independent Director 10 Mirat N. Bhadlawala Independent Director 02 11 Purvi S. Parikh Independent Director 6 Sandip

Roles, Rights & Responsibilities 01 24

Role and functions of the independent directors shall be as under

•  help in bringing an independent judgment to bear on the Board’s deliberations especially on issues of strategy, performance, risk management, resources, key appointments and standards of conduct;

•  bring an objective view in the evaluation of the performance of board and management;

•  scrutinise the performance of management in meeting agreed goals and objectives and monitor the reporting of performance;

•  satisfy themselves on the integrity of financial information and that financial controls and the systems of risk management are robust and defensible;

•  safeguard the interests of all stakeholders, particularly the minority shareholders; •  balance the conflicting interest of the stakeholders; •  determine appropriate levels of remuneration of executive directors, key

managerial personnel and senior management and have a prime role in appointing and where necessary recommend removal of executive directors, key managerial personnel and senior management;

•  moderate and arbitrate in the interest of the company as a whole, in situations of conflict between management and shareholder’s interest.

The Duties of the independent directors shall be as under :

•  undertake appropriate induction and regularly update and refresh their skills, knowledge and familiarity with the company;

•  seek appropriate clarification or amplification of information and, where necessary, take and follow appropriate professional advice and opinion of outside experts at the expense of the company;

•  strive to attend all meetings of the Board of Directors and of the Board committees of which he is a member;

•  participate constructively and actively in the committees of the Board in which they are chairpersons or members;

•  strive to attend the general meetings of the company; •  where they have concerns about the running of the company or a proposed action,

ensure that these are addressed by the Board and, to the extent that they are not resolved, insist that their concerns are recorded in the minutes of the Board meeting;

•  keep themselves well informed about the company and the external environment in which it operates;

•  not to unfairly obstruct the functioning of an otherwise proper Board or committee of the Board;

•  pay sufficient attention and ensure that adequate deliberations are held before approving related party transactions and assure themselves that the same are in the interest of the company;

•  ascertain and ensure that the company has an adequate and functional vigil mechanism and to ensure that the interests of a person who uses such mechanism are not prejudicially affected on account of such use;

•  report concerns about unethical behaviour, actual or suspected fraud or violation of the company’s code of conduct or ethics policy;

•  acting within his authority, assist in protecting the legitimate interests of the company, shareholders and its employees;

•  not disclose confidential information, including commercial secrets, technologies, advertising and sales promotion plans, unpublished price sensitive information, unless such disclosure is expressly approved by the Board or required by law.

Page 25: Board of Directors - Sadbhav Engineering Limited...Sandip A. Sheth Independent Director 10 Mirat N. Bhadlawala Independent Director 02 11 Purvi S. Parikh Independent Director 6 Sandip

Thank You See you next time, have nice day