PRINCIPLES APPLIED ON A LARGE SCALE INDUSTRY
Name of company :- GR INFRA
Devkinandan
Agarwal Mahendra Agarwal
President
(Plants and Equipment) President (Procurement)
Ajai Kumar Singh Chauhan Anand Rathi
President & Head (Contracts Management) Chief Financial Officer
Introduction
G.R Infra projects is an integrated road EPC company with
experience in design and construction of various road/highway projects across
14 States in India. In addition to our EPC activities, we own one operational
road project constructed and developed by us on a Build Operate Transfer
(“BOT”) basis and seven road projects under the Hybrid Annuity Model (“HAM”)
have been awarded to us of which four projects are currently under
construction. Our primary business operations are broadly divided into three
categories: (i) civil construction activities, under which we provide EPC services;
(ii) development of roads and highways on a BOT basis; and (iii) manufacturing
activities, under which we process bitumen, manufacture thermoplastic
road-marking paint and road signage and fabricate and galvanize metal crash
barriers.
Our Company was incorporated in December 1995 and have, since
then gradually increased our execution capabilities in terms of the size of
projects that we have bid for and executed. For example, one of the first road
projects that we executed was for the Public Works Department, Rajasthan in
1997 that had a contract value of ₹ 26.50 million compared with the project
awarded by NHAI in 2017, with a contract value of ₹ 24,470.00 million that is
currently under construction. Our individual Promoters have more than two decades
of experience in the construction industry. Prior to the incorporation of our
Company, our individual Promoters were associated with M/s. Gumani Ram Agarwal,
a partnership firm, involved in the construction business whose business was
acquired by our Company in 1996.
Our principal business of civil construction comprises EPC
projects in the road sector and we have, since 2006, executed over 89
projects in this sector. We also have experience in constructing state and
national highways, bridges, culverts, flyovers, airport runways and rail
over-bridges.
We currently operate and manage one BOT road project which is
annuity based and are constructing four road projects under the hybrid annuity
model and we have recently been awarded three additional projects under the
hybrid annuity model.
Aim
/ Vision
To leave Indian footprints in global infrastructure industry
backed by world class performance and class
performance and operational excellence. To build its position among the most admired infrastructure
companies in India and become the best in class service provider globally.
Persistent, focused and dedicated towards meeting quality
standards is the key philosophy of people at G R Infra projects Limited.
Understanding the benchmarks of expected quality and safety levels, we strive
to meet and ensure customer satisfaction and delight.
Mission
·
Maintain high
standards of precision, quality and punctuality
·
Displaying technical
soundness and construction effectiveness in all our deliverables
·
Preserving nature and
enriching life of public at large
·
Setting new benchmarks
of resource utilization and efficiency
·
Creating value for
stakeholders
Values
o Business
Ethics and Integrity
o Respect
time value and expectation of all associates
o Empowerment
of Human Resources
o Agile
Work Culture
o Building
trustworthy relationship with customers, stakeholders and
society
Overview
of investments in infrastructure sector in India
Major
infrastructure development requires substantial capital investment. The policies
of the Indian government over time, seek to encourage investments in domestic
infrastructure from both local and foreign private players. FDI inflows in
construction (infrastructure) activities from April 2000 to September 2015
stood at USD 4,423.46 million according to the Department of Industrial Policy
and Promotion (DIPP). The Indian Government has introduced significant policy
reforms to augment FDI inflows, to further boost investments and enhance
infrastructure. The infrastructure industry includes roads, power, railways,
urban infrastructure, irrigation and others. The road sector is the key
contributor to overall investments in the infrastructure industry. (Source:
CRISIL Report) (Source: CRISIL Research) 52 During 2007-08 to 2011-121 , actual
investments in the infrastructure sector reached ₹ 19.5 trillion as against
budgeted investment of ₹ 20.6 trillion (95% achievement level). The key drivers
were increased focus of central government on improving infrastructure; several
programmes were undertaken by the government with this view. According to the
second report of the High Level Committee on Financing Infrastructure, the
construction spend on infrastructure projects is expected to amount to ₹ 30.93
trillion over 2012-17 from ₹ 10.3 trillion (likely investments till 2013-14),
with 39% contribution by the private sector and 61% by the Central and State
Governments. Within infrastructure, electricity is estimated to be the largest
contributor, followed by roads and railways. (Source: CRISIL Report)
Construction
spends (₹ trillion) in key infrastructure segments2 *Others include irrigation,
water supply and sanitation, storage, oil and gas pipelines (Source: High-level
Committee on Financing Infrastructure (Second Report, June 2014), CRISIL
Research) Roads: Investments in roads during 2007-08 to 2011-12 period were ₹
3.6 trillion (115% of the budget estimates) as against the envisaged investment
of ₹ 3.1 trillion. Roads investment accounted for about 19% of overall
infrastructure investments in the same period. It was largely driven by the
government’s thrust on the sector – encouragement of PPP, speedy implementation
of the National Highway Development Program (NHDP) and recent changes in the
policy environment. The continued thrust on improving rural and state road
network by the various state governments has supported this growth. Investments
in roads is expected to increase to ₹ 5.8 trillion during 2012-13 to 2016-17 as
against ₹ 3.1 trillion (actual) during the previous five year period (61%
increase). (Source: CRISIL Report) Telecommunications: Investments in telecommunications
in the past five years were ₹ 3.4 trillion (130% of the budget estimates) as
against the envisaged investment of about ₹ 2.6 trillion and accounted for
about 17% of the overall infrastructure investments. Significant investments
have been undertaken in passive infrastructure. Going forward, the investments
are expected to decline to ₹ 3.2 trillion in the next five years as against ₹
3.4 trillion during 2007-08 to 2011-12 (4% decrease). (Source: CRISIL Report)
The infrastructure sector is driven primarily by the government’s initiatives
for creation of essential facilities. In lieu of this, the government has
undertaken some programmes for integrated development
MANAGEMENT
Board
of Directors The composition of our Board of Directors is governed by the
provisions of the Companies Act, 2013. The Articles of Association of our
Company provides that the number of directors on our Board shall not be less
than six and not more than 12. At present, our Company has seven Directors, of
which three are executive directors and four are non-executive independent
directors. The following table sets forth the details of our Directors as on
the date of this Draft Red Herring Prospectus: S. No Particulars Designation
Other Directorships/ Partnerships/ Trusteeships 1. Vinod Kumar Agarwal
Nationality: Indian Age: 57 years DIN: 00182893 Address: 58, Gattani Square,
Haridas Ji Ki Magri, Udaipur, Rajasthan 313 001, India Occupation: Business
Date of appointment: December 22, 1995 Term: October 1, 2013 – September 30,
2018. Liable to retire by rotation Managing Director Other directorships:
· Jodhpur Pali
Expressway Limited
· Reengus Sikar
Expressway Limited
· G R Infratech
Private Limited
· GR Phagwara
Expressway Limited
· G R
Infrastructure Limited, Nigeria Partnerships:
· M/s Grace
Consulting Engineers
· M/s Suman
Builders Trusteeships:
· G R
Infraprojects Limited Employees Group Gratuity Trust Fund
Arrangement
or Understanding with Major Shareholders
None of our Directors have been appointed
pursuant to any arrangement or understanding with our major Shareholders,
customers, suppliers or others.
Confirmations
None of our Directors is or was a director of
any listed company during the five years preceding the date of filing of this
Draft Red Herring Prospectus, whose shares have been or were suspended from
being traded on the BSE Limited or the National Stock Exchange of India
Limited.
None of our Directors
is or was a director of any listed company, which has been or was delisted from
any recognized stock exchange in India.
None of our Directors
have been categorized as wilful defaulters by any bank or financial institution
or consortium thereof, in accordance with the guidelines on wilful defaulters
issued by the Reserve Bank of India.
Our Company has not
entered into any service contracts with our Directors which provide for
benefits upon termination of employment of our Directors.
Ongoing project
Maharashtra
·
“4 laning of Akkalkot – Solapur section of NH – 150E with paved
shoulders from design chainage km. 99.400 to km. 138.352 / existing chainage
from km. 102.819 to km. 141.800 (design length 38.952 km.) including Akkalkot
bypass (design length 7.350 km.) in the state of Maharashtra on Hybrid Annuity
Mode” for a total length of 38.95 Km s and a contract value of Rs 807 Crores.
·
“Four laning of Sangli – Solapur (Package – III: Watambare to
Mangalwedha of length 45.600 km.) section of NH-166 from existing ch. km.
272.394 to ch. 314.969 (Design chainage km. 276.00 to km. 321.600) of length
45.600 km in the state of Maharashtra on Hybrid Annuity Mode” for a total
length of 45.60 Kms and a contract value of Rs 957 Crores.
·
“Two Laning with Paved shoulder of Bhokardhan-Hasnabad-Jawkheda-Rajur-Deaulgaon
Raja section of NH 753 in the state of Maharashtra on EPC Mode” for a total
length of 66.73 Kms and a contract value of Rs 318.7 Crores
Completed project
Striving
to convert every project into a successful accomplishment, we at G R
Infraprojects Limited ensure to aspire and work towards achieving this. We are
fortunate to showcase a comprehensive listing of our Complete Projects across
different segments. Explore and learn about our project accomplishments in
detail.
Lokhandi Sawargaon Project
“Rehabilitation and Up-gradation of Lokhandi Sawargaon-
Renapur (Latur) Road from existing km 32+225 to 66+693 (SH-232) (Design km.
32+225 to km 66+688) &Ambajogai Bypass from Existing/Design Chainage 0+000
to km 3+815 (SH 211) Two/Four lane with paved shoulders Configuration – Parali
Vaijnath, Ambajogai, Renapur Phata Section of NH 548B – in the state of
Maharashtra on EPC mode for a project lenght of 37.27 kms and a total project
cost of 349.77 crores.
Construction
G.R Infra projects was incorporated in December
1995 and since then execution capabilities in terms of the size of projects
that we have bid for and executed, have gradually increased. Our individual
Promoters have an experience of more than two decades in the construction
industry. Prior to the incorporation of our Company, our individual Promoters
were associated with M/s Gumani Ram Agarwal, a partnership firm involved in the
construction business which was taken over by our Company in 1996.Our principal
business of civil construction comprises of EPC projects in the road sector and
we have, since 2006, executed over 89 projects in this sector. We have
experience in constructing state and national highways, bridges, culverts,
flyovers, airport runways and rail over bridges. Our endeavour s have
strengthened our resolve to successfully complete infrastructural constructions
project. From villages to cities and now to overseas, our work has been
applauded by our clients. Our strong edifices are the true evidence of our
dedicated contribution to construction segment. Our specialization in
completing any big or significant projects within stipulated time is one of our
biggest strength, but this is because we have dedicated team of adroit
professionals, workers and a range of high-quality construction assets.
Our Equipment’s and Assets
As on January 2018, our Company owns over
3,300 construction equipment and vehicles including a fleet of more than 60
tankers for transportation of bitumen and diesel. To maintain our capability to
undertake large projects, we seek to purchase plants and equipment built with
the latest technologies and knowhow and keep them readily available for our
construction activities through careful and comprehensive repairs and
maintenance.
Other Business Activities
Apart from our main business activity of civil
construction of roads and related infrastructure, we are currently also
undertaking the following activities:
·
EPC works including procuring and supply of optical fibre cable
and accessories for a telecom infrastructure project.
·
Operation of a wind mill having an installed capacity of 1.25
MW, in Jaisalmer, Rajasthan.
·
Construction and development of a group housing society
comprising of row houses and other residential units at Udaipur.
Internal
Risk Factors
1. The RoC has pursuant to an order
levied a penalty against our Company, our individual Promoters and some of our
previous Directors, and has directed our Company to refund amounts raised
through the issuance of certain NCDs. If our Company is required to pay this penalty
and refund such amounts as directed, our business prospects and financial
condition may be adversely affected. Our Company had completed a private
placement of NCDs to certain investors in August 2015. Subsequently, the RoC
issued a show-cause notice dated August 17, 2016 (“SCN”) to our Company, our
individual Promoters, some of our previous directors, namely Anil Bijayraj
Bhandari, Praveen Sethia and Shweta Mehta and certain others, stating that
there were certain non-compliances under the provisions of the Companies Act,
2013. The RoC provided an opportunity to our Company for a hearing on August
30, 2016. Our Company has met the RoC after the receipt of the SCN and has
indicated that it is in compliance with the procedure required for the private placement
of debentures except in relation to certain filing requirements with the RoC
which it has suo-moto subsequently complied with. The RoC pursuant to an
adjudication order dated September 1, 2016 (“Adjudication Order”) imposed
penalties of ₹ 250 million on our Company, ₹ 50 million on Vinod Kumar Agarwal
(our Promoter) and ₹ 10 million on each of Purshottam Agarwal and Ajendra
Agarwal (our Promoters) and some of our previous directors.
Undertakings by our Company
Our Company undertakes the following
that:
·
adequate arrangements shall be made to collect all Bid cum Application Forms
submitted by Bidders;
·
if our Company or Selling Shareholders do not proceed with the Offer after the
Bid/Offer Closing Date, the reason thereof shall be given as a public notice to
be issued by our Company within two days of the Bid/Offer Closing Date. The
public notice shall be issued in the same newspapers where the pre-Offer
advertisements were published. The stock exchanges on which the Equity Shares
are proposed to be listed shall also be informed promptly;
·
it shall not have any recourse to the proceeds of the Fresh Issue until final
listing and trading approvals have been received from the Stock Exchanges;
· if our Company and the Selling
Shareholders withdraw the Offer after the Bid/Offer Closing Date, our 431
Company shall be required to file a fresh offer document with the RoC/SEBI, in
the event our Company and/or any Selling Shareholder subsequently decides to
proceed with the Offer;
Workplace
inspections
Regular
workplace inspections can play a significant prevention role by identifying
health and safety issues before they result in injury or damage at the
workplace. Inspection programs should be undertaken by all workers at various
times. Workplace inspections are a key element in monitoring the health and
safety standards of contractor activities Copies of inspection reports should
be available for review and discussed at workplace health and safety committees
meetings. A documented process should be used to control hazards identified
during workplace inspections which is based on the risk management process. Inspections should be conducted in
conjunction with a representative of the area which is being inspected to
enable discussion and resolution of minor issues as they are identified. The
frequency of inspections will depend on the nature and circumstances of the
area being workplace (e.g. remote locations) will influence the frequency of
inspections. The workers should establish an inspection schedule allocating
responsibility to appropriate persons for completion of the inspections.
Safety
signs
Safety
signs are a recognised method of identifying hazards within a workplace and
consist of signs, symbolic signs, markings and colour. Signs have a range of
applications but should be considered an administrative control only. This
section covers the issues associated with the identification of hazards by
means of signage with an aim to ensure known hazards are identified by means of
signs, markings or colour and that all personnel are familiar with the
Do’s:
1. Check if you are eligible to apply as
per the terms of the Red Herring Prospectus and under applicable law, rules,
regulations, guidelines and approvals;
2. Ensure that you have Bid within the
Price Band;
3. Read all the instructions carefully
and complete the Bid cum Application Form in the prescribed form;
4. Ensure that you have mentioned the
correct ASBA Account number in the Bid cum Application Form;
5. Ensure that your Bid cum Application
Form bearing the stamp of a Designated Intermediary is submitted to the
Designated Intermediary at the Bidding Centre within the prescribed time;
6. Ensure that you have funds equal to
the Bid Amount in the ASBA Account maintained with the SCSB before submitting
the ASBA Form to any of the Designated Intermediaries;
Don’ts:
1. Do not Bid for lower than the minimum Bid
size;
2. Do not Bid less than the Floor Price
or higher than the Cap Price;
3. Do not Bid for a Bid Amount exceeding
₹ 200,000 (for Bids by Retail Individual Bidders);
4. Do not pay the Bid Amount in cheques,
demand drafts or by cash, money order, postal order or by stock invest;
5. Do not send Bid cum Application Forms
by post; instead submit the same to the Designated Intermediary only;
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