15
Sr. No. Particulars
No. of
Cases
Approx.
Amount involved
(Rs. In Lakhs)
Against the the Company
1.
CLB Matters
2
Not Ascertainable
By / Against the Directors of the Company
2.
Criminal Cases
2
Not Ascertainable
3.
Regulatory Enquiry Proceedings against India
Infoline Ltd. in which one of the Independent
Director of our Company viz. Mr. Nilesh
Vikamsey is an Indepedent Director
2
Not Ascertainable
By / Against our Group Concerns
4.
Civil Cases (Property Related)
2
61.00
5.
Income Tax
1
Not Ascertainable
For more information regarding all of the above litigations and tax demands and claims, see the section
titled “Outstanding Litigation and Material Developments” beginning on page no. 172 of this Draft Letter
of Offer.
2.
Our Company was declared as a Sick Company by the Board for Industrial and Financial
Reconstruction (BIFR) under SICA in the past and the paid up equity share capital of Our Company was
reduced by 50% as per the scheme sanctioned by BIFR.
Our Company was in the past engaged in the business of manufacturing of yarn, which was made in a
sophisticated plant. Our Company incurred substantial losses for a long period of time on account of
continued labour problems, higher cost of production and lower sale realizations.
On account of continued losses, the entire net worth of Our Company was eroded and Our Company made a
reference to BIFR to declare the Company as a Sick Industrial Undertaking under Section 15(1) of the Sick
Industrial Companies (Special Provisions) Act, 1985 on September 19, 1999. A rehabilitation proposal
envisaging One Time Settlement (OTS) submitted by Our Company was accepted by more than 85% of the
secured creditors on January 22, 2004. After completing the necessary formalities by the Operating Agency,
BIFR sanctioned the rehabilitation scheme on November 28, 2006 and the paid up equity share capital of
Our Company was reduced by 50% i.e. 32,47,900 equity shares. The BIFR discharged Our Company vide
its order dated September 15, 2008 from the purview of SICA/ BIFR.
3.
The Trading in Equity Shares of Our Company was suspended by the Bombay Stock Exchange Limited
(BSE) due to penal reasons for non compliance of certain clauses of Listing Agreement.
The trading in Equity Shares of Our Company was suspended by the Bombay Stock Exchange Limited
from May 13, 2002 for violation of clause 41 of the Listing Agreement regarding filing of Quarterly
Results. Subsequently on complying with all the pending requirements, BSE vide its letter dated March 1,
2006 revoked the suspension on the trading of Equity Shares of Our Company with effect from March 3,
2006.
4.
Our Company has limited operating history in the business of Real Estate Development and therefore
investors may not be able to assess Our Company’s prospects based on past results
.
Our Company was originally incorporated as Vishal Cotspin Limited in 1993 to carry on the business of
manufacturing and trading of yarn, which has been completely discontinued in the financial year 2010-11.
In the year 2009, the management of Our Company was taken over by Mr. Deepak Chheda, Mr. Harish
Nisar, Mr. Rohit Dedhia and Mr. Shailesh Shah (“existing promoters”) after duly complying with the
Takeover Code. After the change of management, Our Company has ventured into real estate development
by becoming a partner in M/s. Rodium Properties, a Partnership Firm with a profit sharing ratio of 10% on
January 1, 2010. Pursuant to entering into a deed of Retirement and Dissolution with the other partners of
16
the partnership firm effective from April 1, 2010, Our Company has continued the entire business of M/s.
Rodium Properties, on going concern basis. For further details on M/s. Rodium Properties, please refer to
Section-“History and Corporate Structure” on Page No. 102. Our past performance should not be construed
as an indication of our future performance. Companies in their initial stages of development present
substantial business and financial risks and may suffer significant losses. The results of Our Company’s
operations will depend on many factors, including but not limited to, the successful completion of
construction of our real estate project developments including residential, commercial, retail and hospitality
developments, the availability of further opportunities for the acquisition or development of real estate
assets, the successful completion of the construction of various projects and the availability of financial and
general economic conditions in India.
However, our Existing Promoters namely Mr. Deepak Chheda, Mr. Harish Nisar, Mr. Rohit Dedhia and Mr.
Shailesh Shah are experienced in the field of real estate development and related activities for the past 20
years and have set up various companies/ partnership firms to construct and develop residential cum
commercial projects. Based on the past experience of our existing promoters, we believe that our Promoters
would be in position to carry on the business of real estate development in Our Company.
5.
Our Auditors have qualified their report on Financial Statements in the past.
Our Auditors have qualified their report to our Financial Statements for past years for certain quantitative
and qualitative aspects, the details of which are given under the Section “Financial Statements of the Issuer”
beginning on page No. 140.
6.
Our indebtedness and the conditions and restrictions imposed on us by our financing agreements could
adversely affect our ability to conduct our business.
As on the date of filing of this Draft Letter of Offer, we have been sanctioned working capital facilities of
Rs. 1860 lakhs by Indian Overseas Bank and Kotak Mahindara Bank and Term Loan of Rs. 1800 Lakhs by
Indian Overseas Bank. As of March 31, 2011, we had outstanding secured working capital loans and
vehicle loans of Rs. 1556.36 lakhs and total unsecured loans of Rs. 2,835.04 lakhs aggregating to total
indebtedness of Rs. 4,391.40 lakhs from Promoters and Others. We have drawn term loan facility to the
extent of Rs. 517 lakhs from Indian Overseas Bank towards the Project – X’czar during May 2011. We
may incur additional indebtedness in the future. Our indebtedness could have several important
consequences, including but not limited to the following:
•
failure to meet debt obligations could put us in default under our financing arrangements, which
could lead to cross-defaults under other arrangements or cause the maturity of obligations to be
accelerated;
•
a portion of our cash flow will be used towards repayment of our existing debt, which will reduce the
availability of cash to fund working capital needs, capital expenditures and other general corporate
requirements;
•
our ability to obtain additional financing in the future at reasonable terms may be restricted;
•
fluctuations in market interest rates may affect the cost of our borrowings, as some of our loans are at
variable interest rates; and
•
we may be more vulnerable to economic downturns, may be limited in our ability to withstand
competitive pressures and may have reduced flexibility in responding to changing business,
regulatory and economic conditions.
Most of our secured finance arrangements are secured by our movable and immovable assets. For further
details, please refer to the section titled “Financial Statements of Issuer” on page 140 of this Draft Letter of
Offer. Our accounts receivable and inventories are subject to charges created in favour of specific secured
lenders. Many of our financing agreements also include various conditions and covenants that require us to
obtain lenders’ consents prior to carrying out certain activities and entering into certain transactions. For
example, we may require lenders’ consent before we may:
•
create any charge, encumbrance or otherwise dispose of or remove assets offered as security,
•
declare any dividend on our share capital except out of profits relating to that year after making all due
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