gayatri projects limited - Edelweiss

GAYATRI PROJECTS LIMITEDOTHER REGULATORY AND STATUTORY DISCLOSURESAuthority for the Offera) The CompanyThe Fresh Issue of Equity Shares by the Company has been authorised by the resolution of the Board of Directorspassed at their meeting held on September 26, 2005, subject to the approval of shareholders through a specialresolution to be passed pursuant to Section 81(1A) of the Companies Act, 1956. The shareholders approved thefresh issue at the Extra-Ordinary general meeting of the Company held on November 4, 2005.b) The Selling ShareholdersThe Board of Directors of Videocon Appliances Limited and Videocon Industries Limited at its meeting held onMarch 20, 2006 approved the offer for sale of equity shares by them.The Selling Shareholders have appointed Mr. V.N. Dhoot and Mr. Ravindra Kataria to act as duly constitutedattorney with respect to any matter in connection with the offer.The Selling Shareholders assume no responsibility for any of the statements made by the Company in this Prospectusrelating to the company, its business and related disclosures, except statement relating to the Selling Shareholders.Prohibition by SEBINeither our Company, nor our Promoters, our directors or the Selling Shareholders, or any of our Promoter Group Companiesthe companies or entities with which our directors are associated with, as directors or promoters, have been prohibited fromaccessing or operating in the capital market or restrained from buying, selling or dealing in securities under any order ordirections passed by SEBI.Neither we nor our Directors, our Promoters, Promoter Group Companies or relatives of Promoters have been detained aswillful defaulters by RBI/ government authorities and there are no proceedings relating to violations of securities laws pendingagainst them and there are no violations of securities laws committed by them in the past except as disclosed in the “RiskFactors” appearing on page no. iii of this Prospectus.Eligibility for the OfferOur Company is eligible for the Offer as per Clause 2.2.1 of SEBI Guidelines as explained hereinunder: We have a net tangible assets of atleast Rs. 300 lakhs in each of the 3 preceding full years (of 12 months each)of which not more than 50% is held in monetary assets.We have a track record of Distributable Profits as per Section 205 of the Companies Act, 1956, for atleast three outof immediately preceding five years.We have a pre-Offer Net Worth of atleast Rs. 100 lakhs in each of the preceding 3 full years (of 12 months each).The proposed Offer size does not exceed five (5) times the pre-Offer net worth of the Company as per the auditedaccounts for the year ended March 31, 2006.The following table shows the net tangible assets, monetary assets, distributable profits (as restated) and net worth (asrestated) as derived from the restated financial statements prepared in accordance with SEBI Guidelines and Indian GAPPincluded in this Prospectus under the section titled “Financial Statement of the Company” on page no. 120 of this Prospectus,as on and for the last five financial years ended March 31, 2006 is set forth below:166