GESTION DE RIESGOS FINANCIEROS Y DEFINICION DE COBERTURA

The erstwhile partnership firm Reliance Construction Company was formed by a partnership deed dated February 5, 1973 having its principal place of Business at Mumbai, Maharashtra. The firm was reconstituted from time to time on April 30, 1974, November 6, 1978, December 9, 1980, May 7, 1983, December 17, 1984, September 30, 1992, June 29, 1995, July 1, 2001 and by the Admission Deed dated 25th May, 2006 having been duly registered under the provisions of the Indian Partnership Act with the Registrar of Firms, Mumbai vide Registration No.B-133815. The firm was carrying on the business of builders, developers, contractors, sellers, purchasers, lessors, lessee & dealers in all kinds of civil structures including but not limited to real estate constituting industrial, commercial & residential building, township, tenements, bungalows, apartments, multiplexes, malls, shopping complex, industrial estate, export zones, theme parks, roads, bridges, culverts, bus terminals, sports complex, airports, shipyards & any other civil work related to infrastructure. The erstwhile Partnership Firm M/s Reliance Construction Company was converted into a Private Limited Company and incorporated as Relcon Infraprojects Private Limited on December 4th, 2006 with the Registrar of Companies, Mumbai Maharashtra. Our company was subsequently converted into a Public Limited Company under section Sec. 44 of the Companies Act, 1956 and the name of our Company was changed to Relcon Infraprojects Limited. A fresh Certificate of Incorporation reflecting the new name was issued by the Registrar of Companies, Mumbai Maharashtra on July 20, 2010.

Changes in the Registered Office

There has been no change in the registered office address since incorporation. The registered office of our Company is located at 105/C, Shyam Kamal, Agarwal Market, Vile Parle (E), Mumbai – 400057.

Shareholders

The total number of members of our Company as on the date of filing this Draft Red Herring Prospectus is 10.

Major events and Milestones in the history of our Company are as follows:

YEAR MAJOR EVENTS & MILESTONES

05.02.1973 Incorporated as a Partnership Firm under the name Reliance Constrution Company

1982-83 Work awarded of water supply project of laying 1830 mm dia. Pipes in trenches from Ghatkopar Mahul Road to Futka tank including 1200 mm dia MS Branch Main to Raoli Reservoir for MCGM

1992-93 Work awarded for the construction of Amenity Building at Wadala Truck Terminal for MMRDA

1995-96 Work awarded for the Prabhodhankar Thackeray Drama Theatre for BMC

1998-99 Work awarded for the construction of building for Maharashtra State Co-operative Housing Finance Corporation Ltd. with built up area of 55,000 sq ft

2001-02 Work awarded for the Main Civil Works for 14 storey Almanda Tower of Tata Housing Development Company Ltd.

2003-04 Work awarded by MMRDA for widening and construction of Western Express Highway from Vakola Flyover to Airport Junction

19.03.2004 Entered into a Joint Venture agreement with M/S J. P. Enterprises to excute the project of Widening and construction of Main Linking Road Dahisar to LT Road (km 0.00 to 5.30) for MMRDA

25.06.2004 Entered into a Joint Venture agreement with M/s Michigan Engineers Pvt. Ltd. to execute the project of Widening and construction at Main Link Road from LT Road to Joglekar Naka (km 5.30 to 8.869) for MMRDA

2005-06 Work awarded by MRVCL for construction of 48 units types V flats in Nirmal Park premises of Central Railway at Byculla

21.03.2006 Entered into a Joint Venture agreement with M/s Michigan Engineers Pvt. Ltd. to execute the project of PHASE – I – Widening and desilting of Mithi River from Mahim Causeway to Dharavi Bridge (ch.0.00 m to 1280.00 m) and Vakola Nalla from Vakola Bridge to SCLR (Ch.645.00 m to Ch.2433.00 m) in BKC for MMRDA 09.03.2006 Entered into a Joint Venture agreement with M/s Sunrise Stone Industries to

execute the project of AC-52: Widening and Improvement of various roads in F/N Ward, Group F/N for MCGM and to execute the project of AW-42 Widening and Improvement of various roads in R/Central Ward, to the West of Railway line and South of LT Road for MCGM

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21.03.2006 Entered into a Joint Venture agreement with M/s New India Roadways to execute the project of AW-39 Widening and Improvement of various roads in ‘P/North’ Ward, to the East of Railway line for MCGM and to execute the project of AW-40 Widening and Improvement of various roads in ‘P/North’ Ward, to the West of Railway line and Daftary Road at Malad (E) for MCGM

16.10.2006 Entered into a Joint Venture agreement with M/s Michigan Engineers Pvt. Ltd. to execute the project of Construction of Road Over Bridge in lieu of LC No.31 between Malad and Kandivali Station on Western Raiway for MCGM

4.12.2006 The erstwhile Partnership Firm M/s Reliance Construction Company was converted into a Private Limited Company and incorporated as Relcon Infraprojects Private Limited

31.3.2007 Increase in paid up share capital from Rs.5 cr to Rs.7 cr

29.06.2007 Entered into an agreement with M/s Michigan Engineers Pvt. Ltd. to execute the project of Training of Mithi River (widening & deepening, RCC retaining wall, service road) from Airport New Bridge to Marwe F.O.B. L/Ward for MCGM

2007-08 Work awarded by MMRDA for construction of state of the art Building one each for office and residential purpose in BKC

11.3.2008 Increase in paid up share capital from Rs.7 cr to Rs.9 cr

27.08.2008 Entered into a Joint Venture agreement with M/s R.K.Madhani & Co. for Construction of skywalk at Bhandup (West) and Ghatkopar (West) for MMRDA 2008-09 Successfully completed the BRTS project at Pune

Work awarded by MCGM for Construction of ROB at Jogeshwari

Wholly owned Subsidiary company Relcon Realty Private Ltd. incorporated

29.04.2009 Entered into an agreement with M/s Michigan Engineers Pvt. Ltd. to participate in the tender for the work of construction of ROB at Jogeshwari (North) in lieu of LC No.26 & 27 for MCGM

20.7.2010 Company converted into a Public Limited Company and renamed as Relcon Infraprojects Limited. Change in Articles – adoption of new set of Articles

2009-10 Work awarded by MCGM for construction of proposed Trauma Hospital at Village Majas, Jogeshwari

Work awarded by MCGM for construction of proposed Majas Market, JVLR

28.02.2011 Sold and transferred the Realty Business as a going concern on “as-is-where-is- basis” to Relcon Realty Private Ltd., our wholly owned subsidiary, through a Slump Sale Agreement.

Time and Cost Overrun

In respect of projects undertaken by our Company since its incorporation, there have been no time and cost overruns.

Defaults or rescheduling of borrowing

We have not defaulted or rescheduled our borrowings. Furthermore, none of our loans taken from banks and financial institutions have been converted into equity in the past.

Injunction or Restraining Order

As of the date of this Draft Red Herring Prospectus, no injunction or restraining order has been issued against our Company.

Technology and market competence

For details on the technology, market competence, technology competence and capacity built up of our Company, see the section titled “Our Business” beginning on page no. 66 of this Draft Red Herring Prospectus.

Competition

For details on the competition faced by our Company, see “Competition” in the section titled “Our Business” beginning on page no. 66 of this Draft Red Herring Prospectus.

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Main Objects

The main objects of our Company as set forth in the Memorandum of Association of our Company are as follows:

1. To construct, execute, carry out, improve develop, administer, supervise, manage any civil contract of any nature either in India or out of India for any government, semi-government, public body, local authority or any entity whether incorporated or not.

2. To carry on the business of builders, developers, contractors, sellers, purchasers, lessors, lessee & dealers in all kinds of civil structures including but not limited to real estate constituting industrial, commercial & residential building, township, tenements, bungalows, apartments, multiplexes, malls, shopping complex, industrial estate, export zones, special economic zone, theme parks, roads, bridges, culverts, bus terminals, sports complex, airports, shipyards & any other civil, mechanical & electronic work and any other incidental activity in relation to the above.

The main objects as contained in the Memorandum of Association enable our Company to carry on the business presently carried out as well as business proposed to be carried out and the activities proposed to be undertaken pursuant to the Objects of the Issue.

Changes in the Memorandum of Association:

Since incorporation, the following changes have taken place in our Company’s Memorandum of Association:

Date of Amendment Amendment

30.4.2010 Increase in Authorised capital from Rs.10 cr to Rs.15 cr and Reclassification of shares

20.07.2010 Change of name from Relcon Infraprojects Pvt Ltd. To Relcon Infraprojects Ltd.

Change in Articles – adoption of new set of Articles

The details of the Capital raised are given in the section titled “Capital Structure” on page no. 21 of the Draft Red Herring Prospectus.

Promoters

The Promoters of our Company are Mr. Rakesh P Shah, Mr. Tejas P Shah, Mr. Jainendra P Shah and Mr. Dipan P Shah. For details, see the chapter “Our Promoters, Promoter Group and Group Companies” beginning on page no. 129 of this Draft Red Herring Prospectus.

Capital raising activities through equity or debt

For details regarding our debt raising, see the chapter “Financial Indebtedness” and our equity capital raising, see the chapter “Capital Structure” beginning on page nos. 159 and 21 respectively of this Draft Red Herring Prospectus.

Subsidiaries

Our Company has one subsidiary. For details regarding the Subsidiaries of our Company, please see the section entitled “Subsidiaries and Joint Ventures” on page no. 124.

Joint Ventures

Our Company has 11 Joint Ventures. For details regarding the Joint Ventures of our Company, please see the section entitled Subsidiaries and Joint Ventures on page no. 124.

Strategic Partners

Our Company does not have any strategic partners as on date of the Draft Red Herring Prospectus. Financial Partners

Our Company does not have any financial partners as on date of the Draft Red Herring Prospectus. Shareholders Agreement

As on the date of filing the Draft Red Herring Prospectus, there are no existing Shareholders Agreements amongst the shareholders of our Company.

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Other Agreements

There are no other material agreements or contracts, which have been entered into within a period of two years prior to the date of the Draft Red Herring Prospectus, which are subsisting as on date other than as follows :

We were carrying on the business of redevelopment of buildings and had entered into certain re- development agreements with societies for redevelopment of its land and building. With a view to focus on infrastructure development and construction activities, we have entered into an agreement for Slump Sale dated 28th _{February, 2011 with our wholly owned subsidiary, Relcon Realty Private Ltd, for transfer of our}

realty business, as a going concern together with all our rights and obligations, including but not limited to our rights and obligations under the said aforesaid development agreements, to our Subsidiary

.

Holding Company

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