237
regulations made by Company in General Meeting shall invalidate any prior act of the Board which would
have been valid if that regulation had not been made.
30(a)
To hold property/ies on behalf of the Company in the name of Director/s for operational convenience and
director will act as nominee of the Company in respect of the property acquired on behalf of the Company
by giving appropriate disclosure to the Board.
Delegation of Powers
31.
Subject to the provisions of Section 292 of the Act, the Board may delegate all or any of its powers to any
Directors or other persons jointly or severally or to anyone Director at their discretion.
Attorney of the Company:
32.
The Board may appoint at any time and from time to time by a power of Attorney under the Company's seal
any person to be the attorney of the Company for such purposes and with such authorities and discretion not
exceeding those vested in or exercisable by the Board in these Articles and for such period and subject to
such conditions as the Board may from time to time think fit, and any such power of attorney may contain
such provisions for the protection and convenience of persons dealing with such Attorney as the Board may
think fit.
Managing Director:
33.
Subject to the provisions of the Act and approval of the Central Government wherever necessary, the
Directors may from time to time, appoint one or more of their body to be Managing Director/Joint
Managing Director of the Company for a fixed term not exceeding five years at a time for which he or they
is or are to hold office and may from time to time (subject to the provisions of any contract between him or
them and the Company) remove or dismiss him from office and appoint another or others in his or their
places. The Managing Director/Joint Managing Director shall not while he or they continues or continue to
hold that office, be subject to retirement by rotation and shall not be reckoned as Director to retire by
rotation. But he or they shall ipso facto cease to be Managing Director if he or they cease to hold the office
of the Director(s) for any cause whatsoever.
Remuneration of Managing Director:
34.
Subject to the provisions of Section 269 of the Schedule XIII there under and subject to the Provisions of
Section 198 and 309 of the Act, and subject to the approval of the Central Government if necessary, the
board of directors may determine the remuneration payable to the Managing Director /Joint Managing
Director in any manner they may deem fit. The remuneration may be in the form of monthly salary or
commission based on profits or partly in one way and partly in another.
Payment of Allowances:
35.
The Directors may in addition to the remuneration referred to in preceding clause provide to the Managing
Director/s such allowances, amenities, benefits and facilities as they may deem fit from time to time with
such sanction as may be necessary.
36.
The Managing Director/s shall be entitled to reimbursement of all his or their out of pocket expenses
incurred by him or them in connection with the business of the Company.
Powers and Duties of the Managing Director:
37.
Subject to the provisions of the Act, the Directors may from time to time entrust upon the managing
Directors for the time being such of the powers exercisable under these presents by the Board of Directors
as may think fit and many confer such terms and conditions and with such restrictions as they may think
238
expedient and they may confer such powers either collaterally with or subject to such restrictions or to the
exclusion of and in substitution for all or any of the powers of the Board of Directors in that behalf and may
from time to time revoke, withdraw, alter or vary all or any of such powers. The Managing Director/ Joint
Managing Director may exercise all the powers entrusted to them by the Board of Directors jointly and
severally in any manner as they may deem fit.
Whole-time Directors:
38.
Subject to the provisions of the Act, the Board may from time to time appoint one or more of their body to
the office of whole-time Director with any designation or any such period and on such terms and conditions
including remuneration payable to him/them as the Board may deem fit.
Selling Agents:
39.
Subject to the provisions of the Act, the board may appoint any firm or body corporate as the sole selling
agents of the Company for such area and on such terms and conditions as the Board may deem fit from time
to time.
Common Seal of the Company:
40.
The Board shall provide a seal for the purpose of the Company and shall have power from time to time to
destroy the same and substitute a new seal in lieu there of and the Board shall provide for the safe custody
of the seal for the time being.
41.
The seal shall not be affixed to any instrument except by the authority of a resolution of the Board or
committee and unless the Board otherwise determines every deem or other instrument to which the seal is
required to be affixed shall, unless the same is executed by a duly constituted Attorney for the Company, be
signed by atleast two Directors in whose presence, the seal of the Company shall have been affixed
provided nevertheless that any instrument bearing the seal of the Company and issued for valuable
consideration shall be binding on the Company notwithstanding any irregularity in the affixture thereof.
Secrecy:
42.
No member shall be entitled to inspect the Company’s books, works establishment without the permission
of the board or require discovery of any matter which is or may be in the nature of trade secret mystery of
trade or secret process, which may relate to the conduct of the business of the Company and which in the
opinion of the board will not be expedient in the interest of the members of the Company to communicate to
the public.
Passing of resolution by Postal Ballot
43.
Board may after following procedures prescribed under Section 192(A) of the Companies Act, 1956 and
Companies (Passing of resolution by Postal Ballot) Rules, 2001 pass resolution by postal ballot in respect of
items prescribed in Section 192(A) of the Companies Act, 1956.
239
SECTION X – OTHER INFORMATION
MATERIAL CONTRACTS AND DOCUMENTS FOR INSPECTION
The following contracts (not being contracts entered into in the ordinary course of business carried on by Our
Company or entered into more than two years before the date of this Draft Letter of Offer) which are or may be
deemed material to have been entered or are to be entered into by Our Company. These contracts and also the
documents for inspection referred to hereunder, may be inspected at the Registered Office of Our Company
situated at Plot No. 636, 501, X’ cube, Off New Link Road, Andheri (W), Mumbai- 400053, Maharashtra,
India., from 10.00 a.m. to 5.00 p.m., from the date of this Draft Letter of Offer until the Issue Closing Date, on
any working days.
A. Material Contracts
1.
Addendum dated August 10, 2011 to the original agreement dated November 01, 2010 entered between Our
Company and Lead Manager i.e. Vivro Financial Services Private Limited.
2.
Agreement dated August 10, 2011 entered between Our Company and Cameo Corporate Services Limited
to act as the Registrar to the present Rights Issue.
3.
Agreement dated [*], 2011 entered between Our Company and Banker to the Issue.
B. Documents available for inspection
1.
Certificate for Incorporation dated May 17, 1993.
2.
Certificate for Commencement of Business dated May 24, 1993.
3.
Fresh Certificate of Incorporation consequent upon Change of Name of the Company dated August 24,
2010.
4.
Copy of the Memorandum and Articles of Association of the Company, as amended till date.
5.
Copy of the Board Resolution dated October 22, 2010 approving the present Rights Issue.
6.
Consents of the Promoters, Directors, Lead Manager to the Issue, Legal Advisors to the Issue, Registrar to
the Issue, Statutory Auditors and Compliance Officer of the Company to include their names in the Draft
Letter of Offer to act in their respective capacities.
7.
Prospectus dated May 20, 1996 for the Initial Public Offering made by the Company.
8.
Annual Reports of the Company for the last five Financial Years i.e. 2011, 2010, 2009, 2008, 2007.
9.
Letter dated August 11, 2011 from the Statutory Auditors of the Company M/s. M. M. Nissim and Co.,
Chartered Accountants, Mumbai confirming Tax Benefits as mentioned in the Draft Letter of offer.
10.
Report of the Statutory Auditors of the Company M/s. M. M. Nissim and Co., Chartered Accountants,
Mumbai, dated August 11, 2011 prepared as per Indian GAAP and mentioned in this Draft Letter of Offer
and copies of Summary of Assets and Liabilities and Profit and Loss Accounts as restated of the Company.
11.
Copy of the Leave and License Agreement for use of office premises no. 501 situated on the 5
th
Floor,
X’cube, Plot No. C-16, Off New Link Road, Andheri (W), Mumbai-400053 between Sigma Fiscals Pvt.
Ltd. and Mr. Deepak Chheda, Mr. Harish Nisar, Mr. Mehul Nisar, Mr. Rohit K. Dedhia, Mr, Keshavji G.
Dedhia and Vishal Cotspin Limited dated August 20, 2010.
12.
Leave and License Agreement for the use of office premises no.401 situated on the 4
th
Floor, X’cube, Plot
No. C-16, Off New Link Road, Andheri (W), Mumbai-400053 between Sigma Fiscals Pvt. Ltd., Mr.
Deepak Chheda and Rodium Properties dated 20
th
Day of August 2010.
13.
Leave and License Agreement for the use of office premises no.402 situated on the 4
th
Floor, X’cube, Plot
No. C-16, Off New Link Road, Andheri (W), Mumbai-400053 Mr. Harish Nisar, Mr. Mehul Nisar, Mr.
Rohit K. Dedhia, Mr. Keshavji G. Dedhia and Rodium Properties dated August 20, 2010.
14.
Deed of Retirement cum Dissolution executed on April 1, 2010 between Vishal Cotspin Limited, Mr.
Deepak Chheda, Mr. Harish Nisar, Mr. Mehul Nisar, Mr. Rohit Dedhia, Mr. Keshavji Dedhia, Mr. Shailesh
Shah, Mr. Dinesh Shah, Mr. Anil Shah, Mr. Tejas Shah and Sigma Fiscals Private Limited.
15.
Agreement for appointment of Mr. Deepak Chheda as the Managing Director of the Company dated
February 1, 2010 for a period of three years w.e.f. November 14, 2009 and revision in remuneration vide
resolution dated August 2, 2010.
16.
Agreement for appointment of Executive Director(s) namely Mr. Shailesh Shah, Mr. Rohit Dedhia and Mr.
Harish Nisar dated February 1, 2010 for a period of three years w.e.f. November 14, 2009 and revision in
remuneration vide resolution dated August 2, 2010.
240
17.
Land Purchase agreement for X’czar project dated December 9, 2009.
18.
Development Agreement for X’enus Project dated May 15, 2009
19.
Land Purchase Agreement for X’enus Project dated June 8, 2009
20.
Development agreement for X’point Project dated May 7, 2010
21.
Due Diligence certificate dated August 11, 2011 issued by the Lead Manger to the Rights Issue.
22.
Supplemental Agreement between Share Transfer Agent i.e. Cameo Corporate Services Ltd. and Our
Company dated April 12, 2010 for extentsion of the Original Agreement dated February 18, 2003 to act as a
Share Transfer Agent of Our Company.
23.
Tripartite Agreement dated January 15, 2010 entered into with NSDL, Our Company and the Registrar of
the Company.
24.
Tripartite Agreement dated October 22, 2001 entered into with CDSL, Our Company and the Registrar of
the Company.
25.
SEBI Observation letter no. [*] dated [*].
26.
In-principle listing approval for this Issue dated [*] from BSE.
241
DECLARATION
No statement made in this Draft Letter of Offer contravenes any of the provisions of the Companies Act, 1956
and the rules made there under. All the legal requirements connected with the said Issue as also the guidelines,
regulations, instructions, etc. issued by SEBI, Government and any other competent authority in this behalf
have been duly complied with.
We hereby certify that all disclosures made in this Draft Letter of Offer are true and correct.
Signed by all the Directors of the Company:
Place: Mumbai
Date: August 11, 2011
Mr. Deepak Chheda
Chairman and Managing Director
Mr. Sudhir Mehta
Non Executive and Independent Director
Mr. Harish Nisar
Executive Director
Mr. Yogesh Shah
Non Executive and Independent Director
Mr. Shailesh Shah
Executive Director
Mr. Vatsal Shah
Non Executive and Independent Director
Mr. Rohit Dedhia
Executive Director
Mr. Nilesh Vikamsey
Non Executive and Independent Director
Mr. Mehul Nisar
Chief Financial Officer
Ms. Kalpita Keluskar
Company Secretary and Compliance Officer
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