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GVK has consolidated its infrastructure assets under one company making it an integrated infrastructure player. As part of the consolidation, all the infrastructure assets in Power, Airport, Road, and Mining will now come under one umbrella of GVK Power & Infrastructure Limited (GVKPIL).

As a result of this consolidation, Mumbai International Airport Pvt. Ltd. (MIAL) which operates India’s busiest airport, the Chhatrapati Shivaji International Airport in Mumbai and GVK Jaipur Expressway Pvt. Ltd. which operates the six-lane toll road project on the Golden Quadrilateral will come under GVKPIL.

The Board of Directors of GVKPIL and the Board of Directors of Bowstring Projects & Investments Private Limited (Bowstring) & the Board of Directors Green Garden Horticulture Private Limited (Green Garden) have approved a proposal for the amalgamation of Bowstring & Green Garden with GVKPIL. Bowstring and Green Garden, both closely held unlisted companies, hold equity stakes in various power and infrastructure projects of GVK.

“The consolidation will align all GVK infrastructure companies under one roof thereby enabling GVK to position itself as an integrated infrastructure company to leverage emerging opportunities in this sector. It will also provide better realization of value for our investors" said Mr GVK Reddy, Chairman & Managing Director GVK Power and Infrastructure Limited.

The Scheme of Amalgamation approved by the respective Boards envisages a share exchange ratio of 133 (One hundred thirty three) equity shares of the face value of Rs 10/- each of GVKPIL, for every 4 (Four) equity shares of the face value of Rs 10/- each of Bowstring.

The Scheme also envisages a share exchange ratio of 153 (One hundred fifty three) equity shares of the face value of Rs 10/- each of GVKPIL, for every 4 (Four) equity shares of the face value of Rs 10/- each of Green Garden.

In the aforesaid meeting of the Board of Directors of GVKPIL, the proposal to issue and allot equity shares in GVKPIL to members of GVK Industries Limited (GVKIL), other than GVKPIL itself, in consideration for the transfer of and vesting in GVKPIL of the equity shares held by such members in GVKIL in terms of Scheme of Arrangement under section 391 of the Companies Act was also considered.

The proposed Scheme of Arrangement (Scheme) envisages a share exchange ratio of 3 (Three) equity shares of the face value of Rs 10/- each of GVKPIL, for every 40 (Forty) equity shares of the face value of Rs 10/- each of GVKIL.

The share exchange ratio approved by the Boards of the respective entities was based on a valuation process incorporating international best practices. The entities had appointed leading accounting firms, Deloitte, Haskins & Sells, and Dalal & Shah to recommend the final share exchange ratio to the Boards of the entities. Amarchand & Mangaldas & Suresh A. Shroff & Co. are the legal counsel for the entire process.

The Scheme of amalgamation and arrangement will be subject to various approvals including those of Stock exchanges, shareholders of respective companies, any regulatory authorities. The Scheme of amalgamation will have to be approved by the High Court of Delhi and Scheme of Arrangement will have to be approved by the High Court in Delhi and High Court in Andhra Pradesh. The Appointed Date of merger is proposed to be April 1, 2006.

The benefits of the proposed Scheme of Amalgamation and Arrangement are:

  • Create an integrated, comprehensive infrastructure company that can cater to all segments of infrastructure and its consolidate position as a leading company in the infrastructure sector thereby creating substantial shareholder value
  • Re-organization of the infrastructure companies within GVK will enable better utilisation of resources and capital and would create a stronger base for future growth of the infrastructure business in general
  • Create large balance sheet size to participate in upcoming infrastructure projects
  • Align interest of all shareholders in a single listed entity and eliminate areas potential conflict of interest and concerns of related party transactions
  • Enable investors, existing shareholders to participate in diverse infrastructure assets
  • Unlock value in operating assets and eliminate the need for multiple listing by group companies

GVK Power & Infrastructure Limited is a listed public company belonging to GVK, engaged in the business of owning, operating and maintaining power plants by itself and through its subsidiary/ associate companies.

GVKPIL presently owns 53.96% in GVK Industries Limited which operates the 216 MW Jegurupadu Phase I gas based power plant and the 220 MW Jegurupadu Phase II gas based project which is ready for commercial operations. GVKPIL also owns 44.97% (to be increased to 51% in due course) in Gautami Power (464 MW Gas based power plant) which is ready for commissioning.


The proposed Scheme envisages consolidation of holdings of Bowstring and Green Garden, direct and indirect, in various operating companies into GVKPIL, the flag-ship company of GVK. Specifically, the following interests are proposed to be consolidated as part of the Scheme of Amalgamation.

GVK Power & Infrastructure
Existing Assets
GVK Industries Ltd.
Gautami Power Ltd.
Proposed Assets to be
Airport - GVK Airport Developers Power - Goriganga Hydro Power
Airport - GVK Airport Developers Road - GVK Jaipur Expressway Pvt. Ltd.
Airport - GVK Airport Developers Road - GVK Jaipur Expressway Pvt. Ltd.

  • GVK Airport Developers Pvt. Ltd.
    GVK Airport Developers is the holding company of GVK Airport Holding which holds equity stake in Mumbai International Airport Pvt. Limited. MIAL has entered into Operating Maintaining and Development Agreement with Airport Authority of India in April 2006 for developing operating and maintaining the Mumbai airport. MIAL has been operating the Mumbai airport with effect from 3rd May 2006.
  • Alaknanda Hydro Power Company Limited
    Alakananda is developing a 330 MW Hydropower Project in the State of Uttaranchal. Currently, the project is under the construction phase and the company has signed a PPA with the Uttar Pradesh Power Corporation Limited.
  • GVK Power (Goindwal Sahib) Limited
    Goindwal Sahib is developing a 600 MW coal based Thermal Power Plant at Goindwal Sahib, in Punjab. The Company has initialed the draft Power Purchase Agreement with Punjab State Electricity Board ("PSEB") in December 2006.
  • Goriganga Hydro Power Private Limited
    Government of Uttaranchal has awarded 200 MW Mapang Bogudiyar and 170 MW Bogudiyar Sirkari Bhyol Hydroelectric Projects on River Goriganga in Pithoragarh District in the State of Uttaranchal. Government of Uttaranchal has agreed for implementation of Single Integrated Project i.e. combining both the above projects as 370 MW Mapang-Sirkari Hydroelectric Project.
  • GVK Jaipur Expressway Private Limited (GJEL)
    A segment of the Golden Quadrilateral National Highway Development Project of Government of India. GJEL was incorporated for designing, engineering, financing, constructing, operating, maintaining and widening the 90.385 km existing 2 lane project highway to 6 lanes on the Jaipur - Kishangarh section of the National Highway No. 8 in the State of Rajasthan by entering into a concession agreement with NHAI for a period of 20 years including construction period.
  • GVK Coal (Tokisud) Company Private Limited
    Tokisud was incorporated to undertake coal mining activity. Tokisud will supply its entire output to GVK Power (Goindwal Sahib) Limited for its exclusive consumption.

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