APR Constructions Limited - Saffron Capital

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The company should maintain adequate books of accounts and should not radically change its accounting system without notice to the Bank. The Bank will have a first charge on the profits of the company, after provision for taxation and dividend where applicable, for repayment obligation due from company to Bank. The Bank shall have the right to securitise the secured assets. In case of default in repayment of loan/ advances or in payment of interest thereon the Bank/ RBI will have an unqualified right to disclose or publish the company‟s name and its directors. The Bank will have the right to share credit information as deemed appropriate with CIBIL or any institution as approved by RBI. The company should not induct into its Board a person whose name appears in the willful defaulters list of RBI/ CIBIL. The company shall keep the Bank informed of the happening of any event likely to have substantial effect on their profit or business. The company shall keep the Bank advised of any circumstance adversely effecting the financial position of their subsidiaries/ group companies including any action taken by any creditor against the said companies legally or otherwise. The Bank will have the option of appointing its nominee on the Board of directors of the company to look after its interest. The Bank will have the right to convert the debt into equity at a time felt appropriate by the Bank, at a mutually acceptable formula. Bank Guarantee audit will be conducted once a year and the cost is to be borne by the company. The company shall submit monthly cash budget for the ensuing month 10 days prior to the commencement of the Month. The company has to submit progress statements on sub-contracts given to other concerns. The Bank in consultation of the company will arrange for stock and receivables audit once in a year by an outside agency. The expenditure shall be borne by the company. Stocks and book debts and other movable assets hypothecated or otherwise charged to the Bank as security shall be kept in good condition and fully insured. Credit facilities shall be utilized exclusively for the purposes set forth in the proposal and for no other purpose without the written sanction of the Bank. Negative Covenants Effect any change in the company‟s capital structure without the prior approval of the Bank. Formulate any scheme of amalgamation or reconstruction. Under any new project, implement any scheme of expansion or acquire fixed assets except those indicated in the funds flow statement submitted to and approved by the Bank. Invest by way of share capital in or lend or advance funds to or place deposits with any other concern (including group companies). Enter into borrowing arrangement either secured or unsecured with any other Bank, financial institution, company or accept deposits apart from arrangement indicated in the fund flow statements approved by the Bank. Undertake any guarantee obligation on behalf of any other company (including group companies). Declare dividends without Bank‟s approval and without ensuring that no repayment obligations to Bank to remain unmet. Create any charge, lien or encumbrance over its undertaking in favour of any financial institution, bank, company, firm or persons. Sell, assign, mortgage or otherwise dispose off any of the fixed assets charged to the Bank. Enter into any contractual obligation of long term nature or effecting the company financially to a significant extent. Permit any transfer of the controlling interest or make any drastic change in the management set-up. Repay monies brought in by the promoters/ directors/ principal shareholders. In addition to the above, our Company has availed vehicle and hire purchase loans from various banks and corporate. 182
SECTION VI – LEGAL AND OTHER INFORMATION OUTSTANDING LITIGATION AND MATERIAL DEVELOPMENTS Except as stated in this Draft Red Herring Prospectus, there is no outstanding or pending litigation, suit, criminal or civil prosecution, proceeding initiated for offence (irrespective of whether specified in paragraph (I) of Part I of Schedule XIII of the Companies Act) or litigation for tax liabilities against our Company, our Directors or our Promoters or companies promoted by our Promoters or Companies promoted by our Company and there are no defaults to banks /financial institutions, non-payment of or overdue statutory dues, or dues towards holders of any debentures, bonds and fixed deposits and arrears of preference shares, other unclaimed liabilities of our Company and no disciplinary action has been taken by SEBI or any stock exchanges against our Company, our Promoters or Directors. Further, except as stated in this Draft Red Herring Prospectus, there are no past cases in which penalties have been imposed on our Company or our Promoters, Directors or companies promoted by our Promoters by concerned authorities, and there is no outstanding litigation against any other company whose outcome could have a material adverse effect on the position of our Company. Further, except as stated herein, there are no cases of litigations, defaults, etc. in respect of companies/firms/ventures with which our Promoters were associated in the past but are no longer associated, in respect of which the name(s) of our Promoters continues to be associated with those litigation(s). This section has been divided into seven parts: Part 1 Contingent Liabilities of our Company Part 2 Litigation relating to our Company Part 3 Litigation against our Directors Part 4 Litigation relating to our Promoters and Group Companies Part 5 Other disclosures Part 6 Amounts owed to Small Scale Undertakings and other Creditors Part 7 Material Developments PART 1: CONTINGENT LIABILITIES OF OUR COMPANY As on November 30, 2010, the Contingent Liabilities not provided for, are as follows Sr. No. Particulars (` lakhs) As at 30-11-2010 1 The outstanding contingent liabilities on account of guarantees given by the banks 15077.86 2 Claims against the Company not acknowledged as debts - Service Tax Liability that may arise in respect of matters in appeal (which in turn 628.87 recoverable from the contractee as per the terms of contract) - Others 9.50 3 Corporate Guarantee given by the Company on behalf ofAssociate Concerns 1300.00 183
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APR Constructions Limited (Our Comp
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DEFINITIONS AND ABBREVIATIONS SECTI
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Term BOBCAPS Book Building Process
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Term Pay-in-Period Price Band Prici
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Abbreviation Full Form DP ID Deposi
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Industry/ Project Related Terms, De
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Financial Data PRESENTATION OF FINA
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SECTION II - RISK FACTORS RISK FACT
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qualification or shortlisting proce
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Our operations are currently geogra
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24. Our projects under development
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(` in Lakhs) Particulars Year Ended
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We propose to acquire plant and mac
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• Significant development in Indi
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13. Investors are advised to refer
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Key Highlights Government Investm
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In order to surmount strain in capa
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Our major clientele under different
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SUMMARY STATEMENT OF PROFIT AND LOS
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THE ISSUE Issue by our Company Of w
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Name, Designation, Occupation and D
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Statutory Auditor M/s J.B. Reddy &
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Sr. No. requirements and completion
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4) Ensure that the Bid-cum-Applicat
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Only Bids that are uploaded on the
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Notes to capital structure 1. Histo
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Date of allotment/ Transfer Number
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Regulations and in compliance with
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10. Shareholding pattern of our Com
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24. The Equity shares held by the P
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of the proceeds and increasing or d
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17 CATERPILLAR MOTOR GRADER MODEL C
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lakhs respectively. Other current a
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BASIS FOR ISSUE PRICE Investors sho
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STATEMENT OF TAX BENEFITS The Board
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7. The amount of tax paid under sec
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If the specified asset is transferr
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B. 2. Non-Resident Indians Further,
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months from the date of transfer in
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(Source:CRISIL Research, Indian Inf
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Operations and Maintenance (O&M) Co
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Major and Medium irrigation project
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Funding Sources Irrigation projects
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Up gradation/ strengthening of 5,00
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Rural roads PMGSY: Government‟s c
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Rural roads under the PMGSY are 100
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To realize this potential, the Indi
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In addition to above, private playe
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Our major clientele under different
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Having a pan-India presence by bidd
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Indent Source identification Collec
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. Construction of Canals including
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Project & Location Construction of
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Project & Location Value of Project
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Project & Location Waghur Dam, Maha
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B. Earth Works: 1. Excavator/ Back
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We obtain specialized insurance for
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KEY REGULATIONS AND POLICIES Our Co
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8. Local Shops and Establishments L
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HISTORY AND OTHER CORPORATE MATTERS
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imports and exports, purchases, mar
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Of the two, APRCL-CRSSG (JV) was aw
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awarded the contract to the JV vide
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OUR MANAGEMENT Our Company is curre
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years, Special Silver Award and The
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Sitting Fees payable to Non Executi
Page 133 and 134: 3. Monitoring transfers, transmissi
Page 135 and 136: Management Organisational Structure
Page 137 and 138: Employees As on February 28, 2011 o
Page 139 and 140: Promoter and Promoter Group Matrix
Page 141 and 142: BIL has made an application dated S
Page 143 and 144: 2. Prarthana Inns Private Limited (
Page 145 and 146: Shareholding Pattern Sr. No. Name o
Page 147 and 148: Shareholding Pattern Sr. No. Name o
Page 149 and 150: DIVIDEND POLICY Our Company has no
Page 151 and 152: B. Other Financial Information: We
Page 153 and 154: ANNEXURE II SUMMARY STATEMENT OF AS
Page 155 and 156: STATEMENT OF ADJUSTMENTS TO AUDITED
Page 157 and 158: e. Inventories: Materials, Stores a
Page 159 and 160: 5. Managerial Remuneration: Sr. No.
Page 161 and 162: ANNEXURE - V SUMMARY STATEMENT OF C
Page 163 and 164: I. Primary Securityto Karnataka Ban
Page 165 and 166: ANNEXURE- IX STATEMENT OF LOANS AND
Page 167 and 168: ANNEXURE- XII Detail of Related Par
Page 169 and 170: Sreenivasa Associates (Project Work
Page 171 and 172: ANNEXURE -XVII STATEMENT OF INVESTM
Page 173 and 174: MANAGEMENT‟S DISCUSSION AND ANALY
Page 175 and 176: Work Expenditure Work expenditure c
Page 177 and 178: Interest and Finance charges and De
Page 179 and 180: Interest & Finance Charges Interest
Page 181 and 182: 3. Known trends or uncertainties th
Page 183: c d Residential plots Nos 4 &5in su
Page 187 and 188: paid by the NBCC and that the Sub c
Page 189 and 190: 8376/2008 of Delhi, New Delhi Const
Page 191 and 192: PART 4: LITIGATION RELATING TO OUR
Page 193 and 194: GOVERNMENT AND OTHER APPROVALS Our
Page 195 and 196: 5. Special Class Contractor Registr
Page 197 and 198: OTHER REGULATORY AND STATUTORY DISC
Page 199 and 200: 1. “WE HAVE EXAMINED VARIOUS DOCU
Page 201 and 202: 14. WE ENCLOSE A NOTE EXPLAINING HO
Page 203 and 204: Filing A copy of this Draft Red Her
Page 205 and 206: Public Issues in the Last Three Yea
Page 207 and 208: SECTION VII - ISSUE RELATED INFORMA
Page 209 and 210: applicant would prevail. If the inv
Page 211 and 212: The Equity Shares have not been and
Page 213 and 214: Particulars QIBs# Non-Institutional
Page 215 and 216: ISSUE PROCEDURE This section applie
Page 217 and 218: Foreign venture capital investors r
Page 219 and 220: Subject to compliance with all appl
Page 221 and 222: and conditions that our Company and
Page 223 and 224: circulation and also by indicating
Page 225 and 226: SHARES, IF THEY SO DESIRE, AS PER T
Page 227 and 228: Stock Exchanges; nor does it in any
Page 229 and 230: (e) Allocation to Eligible NRIs or
Page 231 and 232: Notice to QIBs: Allotment/Transfer
Page 233 and 234: number of shares that can be held b
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The Bidders should note that the es
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Other Instructions Joint Bids in th
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20) In case no corresponding record
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shall be punishable with imprisonme
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i. Each successful Bidder shall be
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1. Direct Credit - Applicants havin
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ASBA Bids within eight Working Days
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RESTRICTIONS ON FOREIGN OWNERSHIP O
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6. MODIFICATION OF RIGHTS Whenever
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In the case of debentures or loans
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29. DIRECTORS MAY EXTEND TIME The B
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affect and the direction shall be e
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(1) Notwithstanding anything to the
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previous financial year or years ar
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141. INDEMNITY (1) If the Company s
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12. Application dated [•] for in-
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APR Constructions Limited - Saffron Capital

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