19
13.
Our Company had entered into certain contracts in contravention of Provisions of Section 297 of the
Companies Act, 1956.
On 31 December, 2008, our Company under the management of erstwhile promoters entered into a
transaction of Rs. 32.76 lakhs for sale of machinery on closure of the cotton spinning unit to one of its
associate concern viz. Vinod Marketing Private Limited in contravention of the provision of Section 297 of
the Companies Act, 1956. In order to compound the offence under section 621A of the Companies Act,
1956, Our Company had made an application to Hon’ble Company Law Board, Mumbai Bench on
December 30, 2010. The Hon’ble Company Law Board, Mumbai Bench decided the penalty of Rs. 12,000
which has been paid by Our Company. However, the final order is yet to be received. For further details, see
section titled "Outstanding Litigation and Material Developments" beginning on page no. 172 of this Draft
Letter of Offer.
14.
Our Company had entered into certain contracts in contravention of Provisions of Section 295 of the
Companies Act, 1956.
During the year 2008-09, our Company under the management of erstwhile promoters had advanced an
interest free loan of Rs. 126.69 lakhs to Vinod Marketing Private Ltd, a company under the same
management. The said loan was advanced without obtaining the prior approval of the Central Government
as required under Section 295 of the Companies Act, 1956 and thus violated the provisions of the
Companies Act, 1956. In order to compound the offence under Section 621A of the Act, Our Company had
made an application to Hon’ble Company Law Board, Mumbai Bench on December 30, 2010. We received
a notice form The Hon’ble Company Law Board, Mumbai Bench for which the reply has been submitted by
Our Company. The Hon’ble Company Law Board, Mumbai Bench is yet to decide the matter. Any adverse
order or direction in the case by Hon’ble Company Law Board could have an adverse impact on the business
of our Company. For further details, see section titled "Outstanding Litigation and Material Developments"
beginning on page no. 172 of this Draft Letter of Offer.
15.
We have certain contingent liabilities, and our financial condition may be adversely affected if such
contingent liabilities materialize.
As on March 31, 2011, Our Company has following outstanding contingent liabilities as disclosed in our
restated financial statements:
(i)
Income tax liabilities for interest and penalty that may arise on account of late/ non-payment of
TDS under the Income Tax Act, 1961 - Not ascertainable
(ii)
No provision has been made for any interest and/ or penalty on the provident fund arrears relating
to the period from September, 1997 to March, 2001 under the provisions of the EPF Scheme, 1952,
Employees Pension Scheme 1995 and Employee Deposit Linked Insurance Scheme, 1976 in
respect of trainees stipend. The quantum of interest and/or penalty is not ascertained.
(iii)
Dividend on Cumulative Redeemable Preference Shares has not been paid for the Current Financial
year due to unavailability of distributable profits for the current year. However the Company has
proposed the dividend outstanding to be payable till the year ended 31st March, 2010. The dividend
payable for the current year is Rs. 58,76,260/- (excluding the Dividend Distribution Tax payable)
(iv)
The Company has made payment of Rs.26.91 Lacs to the Prothonotary, Senior Master, Honorable
Bombay High Court towards amount collected towards service tax as per the amendment in the
Financial Budget 2010. The said levy has been challenged by the Maharashtra Chamber of Housing
Industry (MCHI) in the Bombay High Court and a Stay has been granted. As per the submission
and court directives the amount collected towards service tax dues have been deposited. However
no interest / penalty has been provided as the same is under litigation.
(v)
Uncalled amount of Rs.62000/- each on 250 units of Kotak India Growth Fund - Rs.155 lakhs
20
(vi)
Other Contingent Liabilities:
(Rs. in Lakhs)
As at 31st March,
Particulars
2011
2010
2009
2008
2007
Claims against the company not acknowledged as debts
in respect of sales tax, excise duty, service tax and other
matters
-
-
-
3.00
3.00
Provident Fund Liabilities
-
9.99
9.99
9.99
9.99
16.
Certain of our Group Companies/ concerns have incurred losses during the last three years.
Certain of our Group Companies / concerns have incurred losses in the recent past. The details of profit or
losses by our Promoter Group entities are set out below:
(Rs. in Lakhs)
Profit / (Loss ) for the year ended March 31,
Name of Entity
2010
2009
2008
Sigma Fiscals Private Limited
*
394.17
(195.53)
16.77
S.D.S Enterprise Private Limited
*
(0.15)
(0.16)
(0.17)
M/s Amrut Dhara Enterprise
(0.006)
(0.05)
9.49
*
Audited Financials
For details of our group concerns, please refer to page no. 127 containing Section “Financial Information of
Group Concerns”.
17.
We require certain regulatory approvals in the ordinary course of our business and the failure to obtain
them in a timely manner or at all may adversely affect our operations.
We require statutory and regulatory approvals and permits for us to execute our ongoing and future projects,
and applications need to be made at appropriate stages for such approvals. We would also be required to
obtain sanctions from the local municipalities, local bodies, pollution control boards as well as clearance
from other Authorities, once the project is undertaken. We cannot assure that we will receive such
approvals on time. Further, there can be no assurance that the relevant authorities will issue any of such
permits or approvals in the time frames anticipated by us or may not issue any permits or approvals at all.
Any delay or failure to obtain such permits or approvals in accordance with our plans may impede the
execution of our business plans and projects and our investment may get stuck in purchase of land or
development of property which may ultimately affect our results of operations.
18.
Our business is dependent on the availability of real estate financing in India and if we are unable to
obtain the necessary funds on acceptable terms, we may not be able to fund the real estate projects and
our business may be adversely affected
.
Our operations typically require large amounts of financing to fund the capital and working capital
expenditure relating to our projects. Thus, Our Company may approach various banks and lender
institutions for financial commitments. These financial commitments are subject to fulfillment of a number
of conditions which Our Company may or may not be able to fulfill or agree on commercial or other terms,
in which case it will be difficult to avail the necessary financing. Our Company’s ability to finance the
working requirement plans on acceptable terms or at all is also subject to a number of risks, contingencies
and other factors, some of which are beyond the control of Our Company.
In the past, changes in the global and Indian credit and financial markets have diminished the availability of
credit and led to an increase in the cost of financing. In many cases, the markets have exerted downward
pressure on the availability of liquidity and credit capacity. We may need liquidity for future growth and
development of our business and may have difficulty accessing the financial markets, which could make it
more difficult or expensive to obtain financing in the future. If Our Company fails to raise additional funds
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