1 The Company has only one class of equity shares having a par value ofRs,10/- per share. Each holder of equity share is entitled to one vote per share. In the event of liquidation of the company, the holders of equity shares will be entitled to receive remaining assets of the company, after distribution of all preferential amounts. The distribution will be in proportion to the no. of equity shares held by the shareholder.

2. The Promoters have contributed the above said sum as a pre-condition to the CDR Scheme.

3. Decision to allot the share is pending. The allotment of shares to be issued is subject to approval by the Stock Exchange. Hence, proposed date of allotment, no. of shares to be allotted has not yet been decided.

4. Since the Number of shares to be allotted has not yet been decided, sufficiency/insufficiency of the authorized share capital cannot be worked out.

5. The Share Application Money is not refundable.

6. Details of Securities of Secured Term Loans from Banks & Others under CDR Scheme [CTL, MTL, WCTL, FITL from Banks amounting toRs,49206.12 Lacs & from Others amounting toRs,23360.36 Lacs].

A. FOR TL: IN FAVOUR OF SBP, SBH, L&T Infra, Bajaj and SREI

For WCTL: IN FAVOUR OF SBI, SBP, SBH, ICICI, Axis, IDBI, OBC, Central Bank, IndusInd:

FOR FITL: IN FAVOUR OF SBI, SBP, SBH, ICICI, Axis, IDBI, OBC, Central Bank, IndusInd, L&T Infra, Bajaj and SREI:

a. First charge ranking pari passu by way of mortgage on immovable property bearing Plot No. 70, Sector-32, Gurgaon, Haryana admeasuring 2167.90 Sq. Meters and hypothecation of moveable, fixed assets both present and future of Company except specifically charged assets;

b. Second charge ranking pari passu by way of hypothecation and/or pledge of current assets both present and future namely finished goods, raw materials, work-in-progress, consumable stores and spares, book debts, bills receivable etc.

B. Additional Security

In addition to the aforesaid securities on the Facilities, all the CDR Lenders shall be secured further by following additional collateral securities and shall have First charge ranking pari passu:

a. Pledge of entire unencumbered shares of the Borrower held by promoters and promoter group which shall include following persons and companies:

i. Mr. Gurjeet Singh Johar (Chairman)

ii. Mr. Charanbir Singh Sethi (Managing Director)

iii. Mr. Rajbir Singh (Whole time Director)

iv. Mr. Amrit Pal Singh Chadha (Whole time Director)

v. Mr. Sanjay Gupta (Whole time Director)

vi. M/s S J Leasing & Investment Private Limited, a company registered under the Companies Act, 1956 and having its registered office at 11 Club Drive, MG Road, Ghittorni, New Delhi-110030;

vii. M/s Bags Registry Services Private Limited, a company registered under the Companies Act, 1956 and having its registered office at 74, Hemkunt Colony, Opposite Nehru Place, New Delhi-110019;

b. It is acknowledged that the 10% shares of the Promoters held in Company were pledged in favour of the Lenders including some Non-CDR Lenders i.e., Barclays Bank, DBS Bank Limited, Standard Chartered Bank who had sanctioned working capital facility prior to Cut-off Date. Consequent upon the CDR Package, proportionate share of the Non- CDR Lenders i.e Barclays Bank, DBS Bank Limited, Standard Chartered Bank in the security of pledge of Promoter's share shall be protected in proportion of their liability towards Working Capital Facility AND balance amount of security shall be shared among the CDR Lenders in proportion to their liability towards the Working Capital Facility;

c. Pledge of all encumbered shares held by Company, Promoters and Promoter Group which shall become unencumbered in future of all the Special Purpose Vehicles (SPVs) namely (i) C&C Projects Limited (no. of shares 56304422), (ii) C&C Realtors Limited (No. of Shares 125817254), (iii) BSC C&C Kurali Toll road Limited, (iv) North Bihar Highways Limited (No. of Shares 1363700), (v) Mokama Munger Highways Limited ( No. of Shares 563940),

(vi) Patna Bakhtiyarpur Tollways Limited ( No.of Shares 785859), (vii) C&C Western UP Expressway Limited ( No. of Shares 25500) and (viii) C&C Towers Limited;

d. The Promoter shall provide additional security by way of mortage of unencumbered immovable properties having valuation equivalentRs,30.00 Cr. as collateral only to CDR Lenders.

C. Creation of Additional Security:

If, at any time during the subsistence of this Agreement, CDR Lenders are of the opinion that the security provided by the Borrower has become inadequate to cover the balance of the Loans then outstanding, then, on CDR Lenders/ Monitoring Committee advising the Borrower to that effect, the Borrower shall provide and furnish to CDR Lenders/ Monitoring Committee, to their satisfaction such additional security as may be acceptable to CDR Lenders/Monitoring Agency to cover such deficiency

D. Acquisition of Additional Immovable Properties

So long as any monies remain due and outstanding to the CDR Lenders, the Borrower undertakes to notify the CDR Lenders/ Monitoring Institution in writing of all its acquisitions of immovable properties and as soon as practicable thereafter to make out a marketable title to the satisfaction of Security Trustee/Monitoring Institution and charge the same in favour of the CDR Lenders by way of first charge in such form and manner as may be decided by the CDR Lenders.

E. Guarantee

The Borrower shall procure irrevocable and unconditional guarantee(s) of its Promoters and Promoter Group i.e.,

a. Unconditional and irrevocable Personal Guarantees of following Directors as part of Promoter Group,

i. Mr. Gurjeet Singh Johar (Chairman)

ii. Mr. Charanbir Singh Sethi (Managing Director)

iii. Mr. Rajbir Singh (Whole time Director)

iv. Mr. Amrit Pal Singh Chadha (Whole time Director)

v. Mr. Sanjay Gupta (Whole time Director)

b. Unconditional and irrevocable Corporate Guarantee of following companies as part of Promoter Group,

i. M/s S J Leasing & Investment Private Limited and

ii. M/s Bags Registry Services Private Limited

in favour of CDR Lenders and those Non CDR Lenders who give their consent for restructuring on the same terms and conditions as contained in CDR Agreement and other Financing Documents and Security Documents.

Interest Rate to be linked with Base Rate of respective CDR Lenders with effective Interest Rate being as above.

B. Reset of Interest - 1st reset at the end of 3rd year from the cut-off date & every year thereafter.

C. Moratorium - 2 years from Cut-off Date i.e. till March 31, 2014

D. Repayment - 32 structured quarterly installments starting from quarter ending June 30, 2014

and ending in quarter ending March 31, 2022

Interest Rate to be linked with Base Rate of respective CDR Lenders with effective Interest Rate being as above.

B. Reset of Interest - 1st reset at the end of 3rd year from the cut-off date & every year thereafter

with approval of CDREG.

C. Repayment - 24 structured quarterly installments starting from quarter ending September 30, 2013

till quarter ending June 30, 2019.

5.4 Details of Securities of Secured Term Loans for Machinery & Vehicles from Others under Non-CDR Scheme amounting toRs,4903.56 Lacs:

Secured by hypothication of specific Assets and personal Guarantees of Promoter Director.

7. Maturity Profile of Non-current portion Secured Term Loans for Machinery & Vehicles from Others under Non-CDR Scheme:

8. Working Capital Loan & Demand Loan are secured as follows:-

(a) First charge ranking pari passu by way of hypothecation and/or pledge of current assets both present and future namely finished goods, raw materials, work-in progress, consumable stores and spares, book debts, bills receivable, etc and;

(b) Second pari-passu charge by way of mortgage of all immovable assets, properties as per the details given in Schedule XI and hypothecation of moveable fixed assets both present and future of the Borrower except specifically charged assets in favour of aforesaid CDR Lenders;

(c) The above security shall be shared on pari passu basis with Non-CDR Lenders i.e Barclays Bank , DBS Bank Limited, Standard Chartered Bank of pre-restructuring Working Capital Consortium along with on similar condition as agreed earlier

9. The Borrower and CDR Lenders acknowledge that the Non-CDR Lenders i.e Barclays Bank, DBS Bank Limited, Standard Chartered Bank have following Existing Security Documents ( other than the existing securities referred hereinabove for them ) in their favour;

a. Unconditional and irrevocable Personal Guarantees of following Directors as part of Promoter Group,

i. Mr. Gurjeet Singh Johar (Chairman)

ii. Mr. Charanbir Singh Sethi (Managing Director)

iii. Mr. Rajbir Singh (Whole time Director)

iv. Mr. Amrit Pal Singh Chadha (Whole time Director)

v. Mr. Sanjay Gupta (Whole time Director)

b. Unconditional and irrevocable Corporate Guarantee of M/s Case Components Industries Private Limited , a company registered under the Companies act,1956 and having its registered office at 74, Hemkunt Colony , Nehru Place , New Delhi.

10. DISCLOSURES OF RELATED PARTIES AND RELATED PARTY TRANSACTIONS:

(i) Associate Companies A Export Pvt Ltd

Amaltas Consulting P Ltd Bags Registry Services (P) Ltd BSC-C&C- JV Nepal (P) Ltd ~ BSC-C&C-Kurali Toll Road Ltd C & C Corporate Services Ltd Case Cold Roll Forming Limited Case Component Industries Pvt. Limited Fidere Facilities Management Pvt Ltd Fidere Investments Limited FOS Laser SPA Pvt. Ltd Frontier Services LLC Frontline Innovation (P) Ltd.

Grace Developer LLC

J.D. Resort Pvt. Ltd

JBS Capital Pvt. Ltd

JBS Education Infrastructure Pvt Ltd

Jeet Properties (P) Ltd.

Kinder Plume Education Pvt. Ltd Mokama - Munger Highway Ltd North Bihar Highway Limited Patna Bakhtiyarpur Tollway Limited Pelican Education Services Pvt Ltd Pelican Educational Resources Ltd Pelican Vocational Education P Ltd Ruhani Realtors Pvt Ltd

S.J. Leasing & Investment (P) Limited Sonar Infosys Ltd SS Quality Certification LLP Tel Systems Ltd Titanium Engineering Pvt Ltd Titanium Faab-Tech Pvt Ltd

(ii) Joint Ventures BSC-C&C JV'

Isolux Corsan India -C&C ‘JV' ICI- C&C JV ICI-C&C Mainpuri JV ~C&C - ICI MEP JV ISOLUX -C&C execution JV ISOLUX -C&C transmission JV C & C-SE “JV”

__BLA-CISC-C&C ‘JV'_

C&C- Skipper ‘JV'

iii) Subsidiary Companies C and C Projects Ltd

C&C Realtors Ltd C&C Towers Ltd (*)

C&C Western UP Expressway Ltd ~~C&C (Oman) LLC C&C Tolls Ltd

(*) Stepdown Subsidiary Company

iv) Key Managerial Personnel Board of Directors Mr. Gurjeet Singh Johar

Mr. Charanbir Singh Sethi Mr. Rajbir Singh Mr. Sanjay Gupta Mr. Amrit Pal Singh Chadha Mr. Rajendra Mohan Aggarwal

v) Relatives of Key Managerial Personnel Mrs. Sumeet Johar

Mr. Jaideep Singh Johar

Mrs. Divya Johar

Mrs. Simrita Johar

Mr. Shabadjit Singh Bawa

Mr. Tarun Sarin

Dr. Suneeta Singh Sethi

Mr. Gobind Singh Sethi

Ms. Pranavi Sethi

Mr. Rajbir Singh

Mr. Lakhbir Singh Sethi

Mrs. Sukhvinder Kaur

Mrs. Paramjeet Kaur Sethi

Mr. Harjeev Sethi

Ms. Jessica Sethi

Mr. Charanbir Singh Sethi

Mrs. Seema Gupta

Mr. Ujjwal Gupta

Ms. Prerana Gupta

Mrs. Inderjeet Kaur

Mr. Sardar Singh Chadha

Mrs. Pritpal Kaur

Mr. Hitpreet Singh Chadha

Mr. Harvinder Pal Singh Chadha

42 As per information available with the Company, the Sundry Creditors do not include any amount due to Micro, Small and Medium Enterprises registered under “The Micro, Small and Medium Enterprises Development Act”.

11 Disclosure pursuant to Accounting Standard AS 15 (Revised) Employees Benefits, the disclosures as defined in the Accounting Standard are given below:

The Company is Registered under The Employee’s Provident Fund Scheme, 1952. Interest is given by the Central Government as per applicable statutory rates.

Defined Benefit Plan

The Employee's Gratuity Fund scheme is managed by Trust ( Life Insurance Corporation of India) except the Gratuity fund contribution of Joint Ventures of the company, is a defined benefit plan. The present value of obligation is determined based on actuarial valuation using the Projected Unit Credit Method, which recognizes each period of service as giving rise to additional unit of employee benefit entitlement and measures each unit separately to build up the final obligation . The obligation of leave encashment is recognized in the same manner as gratuity.

12 Figure for the current year are only for 9 months from July 2015 to March 2016

13 Balances of some of the parties, including some related parties, are subject to reconciliation/ confirmation.