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SECTION VIII- REGULATORY AND STATUTORY DISCLOSURES
Authority for the Present Issue
The present Issue of Equity Shares has been authorized by the Board of Directors of Our Company under
Section 81(1) of the Companies Act, 1956 vide a resolution passed at their meeting held on October 22, 2010.
The meeting of the Board of Directors of the company held on October 22, 2010 decided to make the following
offer to the existing Equity Shareholders of the Company:
Issue of 21,65,267 Equity Shares of Face Value of Rs. 10/- each for cash at premium of Rs. [*]/- each on
rights basis to the existing Equity Shareholders of Rodium Realty Limited in the ratio of 2 (Two) Equity
Shares for every 3 (Three ) Equity Shares held on the Record Date i.e. [*]. The Issue price is Rs. [*]/- for
Issue of each Equity Share on rights basis and the Issue price is [*] times the face value of the shares of
Our Company.
The amount payable per Rights Equity Share is under:
Amount payable per Rights Equity
Share (Rs.)
Face Value
Premium
Total
On Application
5.00
[*]
[*]
On Final Call
5.00
[*]
[*]
Total
10.00
[*]
[*]
* For details on the payment method see “Issue Procedure” on page no. 203 of this Draft Letter of Offer.
Prohibition by SEBI
Our Company, Our Directors, Our Promoters, Group Companies, other companies promoted by the promoters
and companies with which Our Company’s directors are associated as directors, have not been prohibited from
accessing or operating in the capital markets or restrained from buying, selling or dealing in securities under
any order or direction passed by SEBI or any other authorities.
Neither we nor our directors, our promoters, group companies, other companies promoted by the promoters and
companies with which Our Company’s directors are associated as directors, have been identified as willful
defaulters of RBI or any other authorities and no violations of securities laws have been committed by them in
the past and no proceedings in relation to such violations are currently pending against them..
Eligibility for the Issue
Rodium Realty Limited is an existing Company registered under the Companies Act, 1956, whose Equity
Shares are listed on Bombay Stock Exchange Ltd. It is eligible to offer this Rights Issue in terms of Chapter
IV of SEBI (ISSUE OF CAPITAL AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2009.
Compliance with Reg. 4(2) of the SEBI (ICDR) Regulations
Our Company is eligible to make this Rights Issue in terms of Chapter IV of the SEBI (ICDR) Regulations. Our
Company has complied with the provisions of Regulation 4 of the SEBI (ICDR) Regulations in connection with
the general eligibility requirements for the Issue and confirms that -
1.
Neither our Company, nor our Promoters, our Promoter Group, Directors or person(s) in control of our
Company are debarred from accessing the capital markets under any order or direction passed by SEBI;
2.
None of our Promoters, Directors or persons in control of our Company was or also is a promoter,
director or person in control of any other company which is debarred from accessing the capital markets
under any order or direction passed by SEBI;
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3.
Our Company is not declared as willful defaulters by the RBI or is not in default of any payment of
interest or repayment of principal amount in respect of any debt instruments issued by it to the public;
4.
Our Company is an existing company registered under the Companies Act, whose Equity Shares are
listed on BSE and alongwith this Draft Letter of Offer we have applied to BSE for its in-principle
approval for listing of the Equity Shares to be issued pursuant to this Rights Issue and that BSE is the
Designated Stock Exchange for the purposes of this Rights Issue. Subsequently, we shall make
application to the BSE for permission to trade Equity Shares being offered in terms of this Draft Letter
of Offer.
5.
All existing partly paid up Equity Shares of our Company have either been fully paid up or forfeited
and as on the date of this Draft Letter of Offer, there are no outstanding partly paid up Equity Shares of
our Company;
6.
The requirement of funds for the Objects of the Issue is proposed to be financed by the Net Proceeds of
the Rights Issue and Term Loan as mentioned in the section titled “Objects of the Issue” beginning on
page no. 56 of this Draft Letter of Offer. Our Company has made firm arrangements of finance through
verifiable means towards 75% of the stated means of finance for part funding of Project X’czar. The
same is in conformity with the provisions of Regulation 4 (2) (g) of the SEBI (ICDR) Regulations.
Compliance with Part E of Schedule VIII of the SEBI Regulations
Our Company is an existing listed company registered under the Companies Act whose Equity Shares are listed
on the BSE. Our company is not in compliance with Clause (1) of Part E of SEBI (ICDR) Regulations.
Our Company has undergone change in management pursuant to acquisition of control by existing promoters in
accordance with SEBI (SAST) Regulations and our Company is making this issue for the first time subsequent
to such change in control and accordingly, has made disclosure in this Draft Letter of Offer as per Part A of
Schedule VIII of SEBI (ICDR) Regulations.
DISCLAIMER CLAUSE OF SEBI
AS REQUIRED, A COPY OF THE DRAFT LETTER OF OFFER HAS BEEN SUBMITTED TO
SEBI. IT IS TO BE DISTINCTLY UNDERSTOOD THAT SUBMISSION OF THIS DRAFT LETTER
OF OFFER TO SECURITIES AND EXCHANGE BOARD OF INDIA (‘SEBI’) SHOULD NOT IN
ANY WAY BE DEEMED OR CONSTRUED THAT THE SAME HAS BEEN CLEARED OR
APPROVED BY SEBI. SEBI DOES NOT TAKE ANY RESPONSIBILITY EITHER FOR THE
FINANCIAL SOUNDNESS OF ANY SCHEME OR THE PROJECT FOR WHICH THE ISSUE IS
PROPOSED TO BE MADE, OR FOR THE CORRECTNESS OF THE STATEMENTS MADE OR
OPINIONS EXPRESSED IN THIS DRAFT LETTER OF OFFER. THE LEAD MANAGER TO
THE ISSUE, I.E., VIVRO FINANCIAL SERVICES PRIVATE LIMITED HAS CERTIFIED THAT THE
DISCLOSURES MADE IN THE DRAFT LETTER OF OFFER ARE GENERALLY ADEQUATE
AND ARE IN CONFORMITY WITH SEBI (ISSUE OF CAPITAL AND DISCLOSURE
REQUIREMENTS) REGULATIONS, 2009 IN FORCE FOR THE TIME BEING. THIS
REQUIREMENT IS TO FACILITATE INVESTORS TO TAKE AN INFORMED DECISION FOR
MAKING INVESTMENT IN THE PROPOSED ISSUE.
IT SHOULD ALSO BE CLEARLY UNDERSTOOD THAT WHILE THE ISSUER COMPANY IS
PRIMARILY RESPONSIBLE FOR THE CORRECTNESS, ADEQUACY AND DISCLOSURE OF
ALL RELEVANT INFORMATION IN THIS DRAFT LETTER OF OFFER, THE LEAD MANAGER
IS EXPECTED TO EXERCISE DUE DILIGENCE TO ENSURE THAT THE ISSUER COMPANY
DISCHARGES ITS RESPONSIBILITY ADEQUATELY IN THIS BEHALF AND TOWARDS THIS
PURPOSE, THE LEAD MANAGER, I.E. VIVRO FINANCIAL SERVICES PVT. LTD. HAS
FURNISHED TO SEBI A DUE DILIGENCE CERTIFICATE DATED AUGUST 11, 2011 WHICH
READS AS FOLLOWS:
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