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APR Constructions Limited - Saffron Capital

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OTHER REGULATORY AND STATUTORY DISCLOSURES<br />

Authority for the Issue<br />

Our Board of Directors has pursuant to a resolution dated February 16, 2011 authorized this Issue subject to approval<br />

by the shareholders of our Company. The shareholders of our Company have approved this Issue under section<br />

81(1A) of the Companies Act, 1956 by a special resolution passed at our Extra Ordinary General Meeting held on<br />

February 22, 2011.<br />

Our Company has received in-principle approvals for listing and trading of Equity Shares from BSE and NSE vide<br />

letters dated [] and [], respectively.<br />

Prohibition by SEBI<br />

Our Company, our Promoters, our Directors, the Promoter Group, or person(s) in control of our Company, Group<br />

Companies have not been prohibited from accessing or operating in the capital markets or restrained from buying,<br />

selling or dealing in securities under any order or directions passed by SEBI or the RBI or any other regulatory or<br />

governmental authority. None of our Directors are associated with the securities market. Our Company has not<br />

applied for listing of our securities on any stock exchange in past.<br />

Further, our Promoters, relatives of the promoters, Associates, Promoter Group Companies and its Directors and the<br />

companies in which the Directors are associated as directors, have not been declared as willful defaulters by the RBI /<br />

any other government authorities and there are no violations of securities laws committed by them in the past and no<br />

proceedings are pending against them.<br />

Eligibility for the Issue<br />

Our Company is eligible for the issue in accordance with Regulation 26(1) of the SEBI (ICDR) Regulations as<br />

explained under, based on the financial statements of our Company under Indian GAAP:<br />

<br />

<br />

<br />

Our Company has net tangible assets of atleast ` 300 lakhs in each of the preceding three full years. The<br />

monetary assets held by our Company for the financial year ended 31 st March 2010, 2009 and 2008 are not more<br />

than 50% of the net tangible assets out of three preceding full years;<br />

Our Company has a track record of distributable profits in accordance with Section 205 of Companies Act, for at<br />

least three of the immediately preceding five years;<br />

Our Company has a net worth of at least `100 lakhs in each of the three preceding full years<br />

<br />

<br />

The aggregate of the proposed Issue size and all previous issues made in the same financial year in terms of size<br />

(i.e. offer through the offer document + firm allotment + promoter‟s contribution through the offer document) is<br />

not expected to exceed five times the pre-issue net worth of our Company as per the audited balance sheet of the<br />

last financial year;<br />

Our Company has not changed its name during the last one year.<br />

Further, we undertake that the number of allottees in the Issue shall be least 1,000. Otherwise the entire application<br />

money shall be refunded forthwith. In case of delay, if any, in refund, our Company shall pay interest on the<br />

application money at the rate of 15% p.a. for the period of delay.<br />

Based on the Statutory Auditor certificate dated March 01, 2011 our Company‟s net tangible assets, monetary assets,<br />

net profit and net worth derived from our Restated Financial Statements for the last five years are set forth below:<br />

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