Annexure XIV Continuedâ¦ - Edelweiss

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OUTSTANDING LITIGATION AND MATERIAL DEVELOPMENTS Except as stated below there are no outstanding litigations, suits, criminal or civil prosecutions, proceedings or tax liabilities against our Company, our Subsidiaries, Directors, Promoters and Group Companies, and there are no defaults, non-payment of statutory dues, over-dues to banks/financial institutions, defaults against banks/financial institutions, defaults in dues payable to holders of any debenture, bonds and fixed deposits and arrears of preference shares issued by our Company, defaults in creation of full security as per terms of issue/other liabilities, proceedings initiated for economic/civil/any other offences (including past cases where penalties may or may not have been awarded and irrespective of whether they are specified under paragraph (I) of Part 1 of Schedule XIII of the Companies Act) other than unclaimed liabilities of our Company or Subsidiaries and no disciplinary action has been taken by SEBI or any stock exchanges against our Company, Promoter or Directors. Unless stated to the contrary, the information provided below is as of the date of this Draft Red Herring Prospectus. I. Litigation involving our Company Outstanding litigation and proceedings initiated against our Company Criminal 1. Case RC No. 124 2009 A0007 under section 120B, 420 and 406 of the Indian Penal Code read with Section 13(4) of the Prevention of Corruption Act, 1988 by Central Bureau of Investigation A case (RC 124 2009 A0007) under section 120B, 420 and, 406 of Indian Penal Code (“IPC”) and under section 13(4) of Prevention of Corruption Act, 1988 (“PCA”) was registered by the Central Bureau of Investigation (“CBI”) Bhilai Branch against our Company for the alleged pilferage of coal reported in an article published in a local newspaper. The issue in the case actually pertained to the dispatch of beneficiated coal to Suratgarh power station of Rajasthan Vidyut Utpadan Nigam Limited (“RUVNL”) instead of dispatching the same to another power station of RUVNL situated at Kota. Pursuant to the said case, a search was conducted at the Corporate Office of the Company on September 9, 2009 wherein, certain documents were obtained by the CBI from our Company. A search list detailing the documents obtained by the CBI was provided to the Company. The Company is not aware of the status of the case, other than the aforementioned search list, as it has not received any notice, intimation or documents in respect of the aforesaid case. 2. Case RC No. AC2-2010-A-0002 under section 120B of the IPC read with sections 7 and 12 of the PCA by the CBI against Mr. M.P. Dixit, Chairman cum Managing Director of South Eastern Coal Field (“SECL”) and others A case (RC No. A2 2010 A0002) was registered by the CBI on May 25, 2010 under section 120B of the IPC read with section 7 and 12 of the PCA against Mr. M.P. Dixit, who was the Chairman cum Managing Director of SECL and certain other persons allegedly involved in receiving/giving illegal gratification. Our Company is not a party to this case, however, during the course of investigations against Mr. M.P. Dixit, the CBI questioned one of our Promoters, Mr. Vir Sen Sindhu and one of our employee, Mr. Naval Kishore and conducted searches at the Registered Office and Corporate Office of the Company for the alleged involvement in the payment of illegal gratification to the accused, Mr. M.P. Dixit of approximately ` 5 million. Mr Vir Sen Sindhu and Mr. Naval Kishore, vide separate orders dated October 20, 2010 were granted protection by the Special Judge, CBI, New Delhi wherein the learned judge stayed the arrest of Mr. Vir Sen Sindhu and Mr. Naval Kishore till January 25, 2011. Thereafter, vide order dated February 07, 2011 the court of Special Judge, CBI has further stayed the arrest of Mr. Vir Sen Sindhu and Mr. Naval Kishore till April 15, 2011 which has further been extended to August 18, 2011. Statutory 1. Suo moto Petition No. 21/2009 (M) before the Chhattisgarh State Electricity Regulatory Commission Raipur (“Commission”) against Chhattisgarh State Power Distribution Company Limited, Chhattisgarh State Power Transmission Company Limited, our Company and others On April 15, 2009, the Commission issued a show cause notice under section 142 of Electricity Act, 2003 to Chhattisgarh State Power Distribution Company Limited, Chhattisgarh State Power Transmission Company Limited and certain companies including our Company with respect to non-compliance of the connectivity 307
conditions prescribed in clause 4.1.2 and clause 4.1.4 of the Chhattisgarh State Electricity Grid Code, 2007 (“Electricity Code”). It was alleged that as per the provisions of the Electricity Code, a generating company was required to obtain separate connectivity in accordance with clause 4.1.2 and clause 4.1.4 of the Electricity Code by March 31, 2009 and as our Company had not applied for separate connectivity nor informed the Commission about the reasons for not obtaining separate connectivity, the Commission issued this show cause notice threatening initiation of proceedings under section 142 of the Electricity Act, 2003, and disconnection of supply of electricity to our Company. Our Company by way of replies dated May 29, 2009 and August 6, 2009 submitted that the work for an independent 132 KV dedicated transmission line is under progress and is being erected by Chhattisgarh State Power Transmission Company Limited, for which our Company has been pursuing Chhattisgarh State Power Transmission Company Limited to expedite the erection of the transmission line so as to ensure compliance with the Electricity Code. Our Company further prayed for relaxation of the time limit prescribed under clause 4.1.4 of the Electricity Code and revocation of this show cause notice. Our Company has further stated that pending construction of the aforementioned 132 KV transmission line it is sourcing its requirements from the 132 KV DCBA Korba-BANGO line. The matter is currently pending. Writ Petitions 1. Mr. Amit Singh Walia and Mr. Manish Yadav v. State of Chhattisgarh, our Company, Mr. Rudra Sen Sindhu, Mr. Kripal Sindhu, Mr. Vrit Pal Sindhu, Sindhu Holdings Private Limited and Mr. Raju Kedia Writ Petition No. 3697 of 2005 before the High Court of Chhattisgarh at Bilaspur Mr. Amit Singh Walia and Mr. Manish Yadav (collectively referred to as the “Petitioners”) had filed this writ petition before the Chhattisgarh High Court on July 10, 2005 to restrain our Company from utilizing certain lands at villages Dipka, Kutechna, Katkidabri and Dhatura on the grounds that such land was purchased at prices which were lower than the prevailing market prices, as assessed by the sub-registrar. The Petitioners have alleged various deficiencies in respect of utilization of such land for commercial purposes by our Company and have further alleged that the stamp duty on the sale deeds conveying such land was paid by our Company on the basis that such land was agricultural land. The Petitioners inter-alia prayed for an inquiry to be conducted by CBI or any other agency of government of Chhattisgarh and a writ of mandamus for restraining the use of the land in question without obtaining a diversion order and direct respondents (including our Company) and their employees to restore the sold land to the original bhumiswami.. Subsequently, by way of an application dated April 4, 2006, the Petitioners had prayed for an ad-interim order restraining our Company from utilizing the aforesaid land. Our Company on April 19, 2006 and April 24, 2006 filed its replies wherein it denied the aforesaid allegations on the basis that the stamp duty was paid in accordance with the market value of the land. Further, the original land owners had not joined this writ petition and no complaint in this regard has been made by them. The Chhattisgarh High Court had, by way of interim orders dated April 5, 2006 and May 3, 2006, granted status quo to the Petitioners, pursuant to which our Company was restrained from utilizing the aforesaid land for any commercial or non-agricultural purposes. Our Company filed a Special Leave Petition before the Supreme Court against the said interim orders, wherein inter-alia, it contended that there was no public interest in the public interest litigation filed by the Petitioners and the public interest litigation was motivated by business rivals of our Company. The Supreme Court vide its order dated August 26, 2010 disposed off the Special Leave Petition filed by the Company and directed the Petitioner(s) to withdraw the petition no 3697 0f 2005. We have filed the order dated August 26, 2010 passed by the Supreme Court before Chhattisgarh High Court. No order has been passed by the High Court and the matter is currently pending. 2. Mr. Amit Singh Walia and Mr. Ashish Purohit v. State of Chhattisgarh, our Company, and Others Writ Petition No. 2214 of 2006 before the Chhattisgarh High Court Mr. Amit Singh Walia and Mr. Ashish Purohit (collectively the “Petitioners”) had filed this writ petition before the Chhattisgarh High Court on April 25, 2006 to restrain our Company from utilizing certain land at village Kasaipali on the grounds that such land was purchased at a price which was lower than the prevailing market price, as assessed by the sub-registrar and had subsequently been diverted for purpose other than agricultural purposes in the alleged violation of the Presidential Order dated December 31, 1977 and the diversion orders so obtained are null, void and non est. The Petitioners inter-alia have alleged various issues in respect of utilization of such land for commercial purposes by our Company and that the stamp duty on the sale deeds conveying such land was paid by our Company on the basis that such land was agricultural land. 308
Page 1 and 2: e) Enterprises over which key manag
Page 3 and 4: Annexure XIV continued... (Amount i
Page 5 and 6: For the year ended 31 March 2008 Pa
Page 7 and 8: Annexure XIV continued... For the y
Page 9 and 10: Statement of segment reporting, as
Page 11 and 12: FINANCIAL INDEBTEDNESS Set forth be
Page 13 and 14: Sr. No. Name of Lender Facility (in
Page 17 and 18: Sr. No. Bank Guarantees Name of Len
Page 21 and 22: MANAGEMENT’S DISCUSSION AND ANALY
Page 23 and 24: (2) Capacity refers to the normativ
Page 25 and 26: Availability and price of raw coal
Page 27 and 28: Impairment The carrying amounts of
Page 29 and 30: Finance cost Finance costs include
Page 31 and 32: Sale of Power \Sale of power income
Page 33 and 34: Spectrum Coal became our wholly-own
Page 35 and 36: products as charged by the customer
Page 37 and 38: Fiscal 2009 compared to Fiscal 2008
Page 39 and 40: Coal beneficiation and allied recei
Page 41 and 42: Provision for Tax The provision for
Page 43 and 44: For Fiscal 2008, our cash flow from
Page 45 and 46: Other contractual obligations The f
Page 47: Future Relationship Between Cost an
Page 51 and 52: duty. Further, the original land ow
Page 53 and 54: Section 73A of the Finance Act alon
Page 55 and 56: E/DL/28679/7AC-IV3622, dated Februa
Page 57 and 58: disputed his retirement claiming th
Page 59 and 60: Outstanding litigation and proceedi
Page 61 and 62: Civil Writ Petition No. 4982 of 201
Page 63 and 64: SCPL has filed an appeal no. 1880/M
Page 65 and 66: SFIL has filed 11 cases under secti
Page 67 and 68: Consequent to this merger, BCFL has
Page 69 and 70: 1. SHL v. Deputy Commissioner of In
Page 71 and 72: 3. Show cause notice dated April 20
Page 73 and 74: SMASL has filed a writ petition no.
Page 75 and 76: 8. Sindhu Realtors Private Limited
Page 77 and 78: Appeal, Bharatpur who disallowed th
Page 79 and 80: efore Commissioner of Central Excis
Page 81 and 82: GOVERNMENT AND OTHER APPROVALS In v
Page 83 and 84: Sr. No. Issuing Authority 10. Comme
Page 85 and 86: Sr. No. Issuing Authority State Ele
Page 87 and 88: Sr. No. Issuing Authority 1. Inspec
Page 89 and 90: Sr. No. Issuing Authority Organisat
Page 91 and 92: Sr. No. Issuing Authority 5. Office
Page 93 and 94: Sr. No. Issuing Authority 3. Chhatt
Page 95 and 96: Sr. No. Issuing Authority 8. Office
Page 97 and 98: S. No . Issuing Authority License N
Page 99 and 100:
S. No . Issuing Authority License N
Page 101 and 102:
Sr. No. Issuing Authority assistanc
Page 103 and 104:
2. Ministry of Environment, GoI Ter
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KEY PROVISIONS OF CERTAIN AGREEMENT
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5. Coal Supply Agreement dated Sept
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3. Agreement dated June 28, 2006 be
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not remedied by SWSL within 90 days
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Company can also terminate the IA,
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5. Fuel Supply Agreement between Re
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costs related to such rehabilitatio
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2. Power purchase agreement dated J
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• Mr. Rudra Sen Sindhu and Mr. Vi
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(b) Our Company has applied to the
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AGREEMENT ENTERED INTO BETWEEN THE
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observe, any such restrictions. Any
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form and context in which they appe
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Except as stated in the sections ti
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For further details please refer to
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• right to receive offers for rig
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ISSUE STRUCTURE This public issue o
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@ In case of ASBA Bidders, the SCSB
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ISSUE PROCEDURE This section applie
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electronic form, the ASBA Bidder sh
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documents to hold and invest in equ
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Bids by Non Residents including Eli
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• Eligible Employees who bid for
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The maximum and minimum Bid size ap
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the Floor Price and at the Cap Pric
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1. The members of the Syndicate and
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finalization of the Basis of Allotm
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the Anchor Investors, the Anchor In
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2. Ensure that you use the ASBA Bid
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should be signed by the ASBA Accoun
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The Bidders should note that the es
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the Bids clearly indicate the schem
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• Bids at Cut-off Price by Non-In
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Bidders can contact the Compliance
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BASIS OF ALLOTMENT A. For Retail In
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Method of Proportionate Basis of Al
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Please note: 1. The illustration pr
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• They shall not have recourse to
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RESTRICTIONS ON FOREIGN OWNERSHIP O
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MAIN PROVISIONS OF OUR ARTICLES OF
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fulfillment or discharge of such de
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notarially certified copy thereof h
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(a) (b) (c) (d) (e) the power to ma
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Proposed Issuance is first offered
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OTHER INFORMATION MATERIAL CONTRACT
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through its investment manager, ICI
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Annexure XIV Continuedâ¦ - Edelweiss