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71.
Any downgrading of India’s debt rating by an independent agency may harm our ability to raise debt
financing.
Any adverse revisions to India’s credit ratings for domestic and international debt by international rating
agencies may adversely affect our ability to raise additional financing and the interest rates and other
commercial terms at which such additional financing is available. This could have an adverse effect on our
capital expenditure plans, business and financial performance.
72.
Restrictions on foreign direct investment (“FDI”) in the real estate sector may hamper our ability to raise
additional capital.
FDI Regulations impose certain conditions on investment in real estate sector in India. Government policy
in respect of FDI in the real estate sector in India is regulated by the Government of India, Ministry of
Commerce and Industry, which permits foreign direct investment of up to 100% subject to the project
fulfilling certain specified conditions.
Our Company’s inability to raise additional capital as a result of these and other restrictions could adversely
affect the business and prospects of Our Company.
Under the foreign exchange regulations currently in force in India, transfers of shares between non residents
and residents are freely permitted (subject to certain restrictions) if they comply with the pricing guidelines
and reporting requirements specified by the RBI. If the transfer of shares is not in compliance with such
pricing guidelines or reporting requirements or fall under any of the exceptions referred to above, then the
prior approval of the RBI will be required. Additionally, shareholders who seek to convert the rupee
proceeds from a sale of shares in India into foreign currency and repatriate that foreign currency from India
will require a no objection/ tax clearance certificate from the income tax authority. We cannot assure you
for any of our projects requiring FDI approval in future, any required approval from the RBI or any other
Government agency can be obtained on any particular terms or at all.
PROMINENT NOTES
1)
Investors may contact Compliance Officer or the Lead Manager for any complaints pertaining to the Issue.
For further details on the Compliance Officer or the Lead Manager refer to Section – “Introduction -
General Information” on page no. 42 of this Draft Letter of Offer.
2)
Our net worth was Rs. 1,185.96 Lakhs, as per the restated audited financial statements of Our Company as
at March 31, 2011 as disclosed in the section titled “Financial Statements of Issuer” beginning on page no.
140 of this Draft Letter of Offer. The present issue is of 21,65,267 equity shares of face value of Rs. 10 each
aggregating to Rs. [*] lakhs.
3)
The book value per Equity Share of Our Company is Rs. 36.51 as per the restated audited financial
statements of Our Company as at March 31, 2011 as disclosed in the section titled “Financial Statements of
Issuer” beginning on page 140 of this Draft Letter of Offer.
4)
The average cost of acquisition of equity shares by the promoters of Our Company are as under:
Sr. No.
Name of Promoter
No. of Equity Shares held
Avg. Cost of Acquisition
1
Mr. Deepak Chheda
9,21,359
3.00
2
Mr. Harish Nisar
3,09,784
3.00
3
Mr. Rohit Dedhia
3,09,784
3.00
4
Mr. Shailesh Shah
5,87,521
3.00
5)
For details of transactions between Our Company and our Group Entities in the last one year preceding the
date of filing this Draft Letter of Offer with SEBI, please refer to Section - Capital Structure on Page no. 47
and Financial Statements of the Issuer - Annexure-XV – Related Party Transactions on page 162.
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6)
With a view to commence the business of real estate and carry on business as developers, builders,
contractors, architects, engineers, supervisors, decorators, designers, values, surveyors, consulting engineers
and offer consultancy services of all kinds pertaining to real estate, an addition was made to the main object
clause of MOA of Our Company by passing a Special Resolution by Postal Ballot on January 27, 2010. In
order to reflect the nature of business activities, the name of Our Company was changed from Vishal
Cotspin Limited to Rodium Realty Limited on August 2, 2010.
7)
There are no financing arrangements whereby our Promoter Group, the Directors of companies forming a
part of our Promoters, our Directors and their relatives, (“Financer”), have financed the purchase by any
other person of securities of Our Company other than in the normal course of the business of the Financier
during the period of six months immediately preceding the date of filing this Draft Letter of Offer with
SEBI.
8)
All information shall be made available by the Lead Manager and Our Company to the existing
shareholders of Our Company and no selective or additional information would be available to a section of
the investors in any manner whatsoever.
9)
The lead manager and Our Company shall update this Draft Letter of Offer and keep the shareholders and
the public informed of any material changes till the listing and trading commencement and Our Company
shall continue to make all material disclosures as per the terms of the Listing Agreement.
10)
The promoters, Directors and Group companies have not purchased or sold any Equity shares in the six
months preceding the date of filing of this Draft Letter of Offer with SEBI.
11)
Our Company had earlier filed a Draft Letter of Offer with SEBI and BSE on Novenber 3, 2010 with Vivro
Financial Services Private Limited as the Lead Manager for a Rights Issue. Our Company received the In
Principle approval from BSE vide their letter dated December 7, 2010. However, due to changes in the
business plans, we withdrew the Draft Letter of Offer vide our letter dated May 10, 2011.
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