REPORT ON AFFAIRS OF PURTI POWER & SUGAR LIMITED We have conducted the investigation in to affairs of the M/s.Purti Power & Sugar Limited, an unlisted Public Limited Company (‘Purti’) incorporated under the provisions of the Companies Act, 1956. Based on our verification of the audited financials/forms/documents/papers/returns, etc. filed by the Company and its associates, with the Ministry of Corporate Affairs, Government of India, in compliance with the extant applicable provisions of the Companies Act, 1956 (‘the Act’), during the inspection period covering up to 30th November 2010 and which are available for public viewing with Ministry of Corporate Affairs, Government of India (www.mca.gov.in); provided us a reasonable basis for evaluating the preliminary affairs of the Company and its associates, we hereby expressing our opinion thereon, which should not to be taken and/or to be construed, in any way, as conclusion in any manner/nature of, be it judicial, formal, informal, etc. PART I: PURTI POWER & SUGAR LIMITED Name of the Company Corporate Identity Number Class of the Company Date of Incorporation Authorized Share Capital Issued, Subscribed & Paid up Capital Registered Office Address Main Objects for which Company Incorporated (as on date) Purti Power & Sugar Limited (erstwhile Purti Sakhar Karkhana Limited) U01100MH2000PLC125722 Unlisted Public Limited Company 10th April 2000 Rs. 75 Crores Rs. 68.91 Crores Khadi Gramodyog Bhavan, Opp. Gandhi Sagar, Nagpur, Maharashtra – 440002 1. To Carry on the business of planting, growing, cultivating, manufacturing, importing, exporting, etc. or otherwise deal in Sugar, Khandsari, Sugar beats, Sugar canes, Molasses, Syrups, Alcohol, and any other Agricultural Produce. 2. To generate, accumulate, transmit, distribute, purchase, etc., electricity, power or any other energy; conventional/ nonconventional, Solar energy Plant, Wind energy Plant, etc. Promoters of the Company (Original Subscribers to MoA) Sr.No. Name & Address of the Promoters 1. Giridhari Manaklal Mantri, Mantri Sadan, Gandhibag, Nagpur - 440 002 2. Nitin Jayram Gadkari, Gadkari Wada, Mahal, Nagpur – 440 002 3. Manohar Narhari Mendjoge, Near Itwari High school, Itwari, Nagpur – 440 002 4. Arun Hanumandasji Lakhani, 501, Omkar Apartment, Tikekar Road, Dhantoli, Nagpur – 440 012 5. Jaykumar Rameshji Verma, At Post Bela, Taluka Umrer, District Nagpur – 441 115 6. Vithal Jagobaji Raut, At Post Mangalwari Peth, Umrer, District Nagpur – 441 115 7. Anandrao Motiramji Raut, At Saloti, Post Medha, Taluka Bhiwapur, District Nagpur – 441 901 Purti Power & Sugar Limited - Report Page 1 Details of Directors DIN 00040026 00299351 00394407 00403714 00489792 00503668 01424863 01936684 02039839 02126510 Name & Address Of Directors Designation Director Director Managing Director Director Wholetime Director Director Director Director Director Nominee Director Date Of Appointment 12/08/2006 07/07/2000 24/04/2005 10/04/2000 10/04/2000 07/07/2000 07/07/2000 10/04/2000 10/04/2000 03/03/2010 Prabhakar Keshaorao Kukde 122, Telecom Nagar, Near Rana Pratap Nagar, Mumbai – 400022 Ravindra Vidyadhar Boratkar Flat No.402, Sidhivinayak Apartments, Khare Towns, Dharam Peth, Nagpur – 440010 Sudhir Wamanrao Dive Plot No. 12, Sant Gadge Nagar, Hingna Road, Nagpur – 440016. Nitin Jairam Gadkari Gadkariwada, Upadhya Road, Mahal, Nagpur – 440002. Jaykumar Ramesh Varma At And Post Bela, Tah. Umred, Dist. Nagpur, Bela - 441115 Astik Jangluji Sahare 113, Devlikala, Tal. Kuhi, Dist. Nagpur, Kuhi – 441202. Shyambabu Gangaprasad Dubey Plot No. 127, Mah Temple, Cement Road, New Shukrawari, Nagpur – 440002 Anandrao Motiram Raut India Colony, C/o. K. P. Bande,, State Bank, Rahate Layout, Umrer – 441203 Suresh Motilalji Jaiswal Near Bus Stand, Seloo, Dist. Wardha, Seloo - 442104 Ganesh Gadre (Nominee Director Global Safety Vision Pvt. Ltd.) M/12 Ashovardhan Kotnis, Cross Road, Mahim, Mumbai – 400 016 Purti Power & Sugar Limited - Report Page 2 Major Constitutional Changes and Events: Nature of Events Change of Object: The Company has changed/altered its Main Object Clause as stated in Memorandum of Association of the Company by inserting objects in respect of the power generation, distribution, etc. under the authority of the Special Resolution passed by its members dated 04th November 2000. Change of Name: The Company has Changed its Name to Purti Power & Sugar Limited from erstwhile Purti Sakhar Karkhana Limited under the authority of the Special Resolution passed by its members at their Extra-Ordinary General Meeting held on 06th October 2009. The explanatory statement given as required by Section 173(2) of the Companies Act, 1956, it has been clarified that the Company was primarily incorporated to produce Sugar and related agricultural products and now the Company has expanded its foot print beyond the agricultural sector and that the Company is presently operates co-generation of 24.5 mw power plant. Substantially revenue generation is from power business. Increase in Borrowing Powers & Investments: In same meeting dated 06th October 2009, the Company has got approval from its member for incremental borrowing powers to Rs. 500 Crores in terms of Section 293(1) (d) of the Companies Act, 1956. Similarly, members of the Company has also accorded their consent to investment more than its paid-up capital and free reserves not exceeding to Rs. 500 Crores, as stipulated in Section 372A of the Companies Act, 1956. Date of Events Registrar of Companies, Maharashtra, Mumbai had taken on record and registered the Special Resolution passed by the members of the Company and issued, to that effect, Certificate of Registration of Special Resolution Passed for Alteration of Object dated 29th November 2000. Registrar of Companies, Maharashtra, Mumbai had taken on record and registered the Special Resolution passed by the members of the Company and issued, to that effect, Fresh Certificate of Incorporation Consequent upon Change of Name dated 10th November 2009. Purti Power & Sugar Limited - Report Page 3 Outstanding Secured Charges as on Date Details of Charge holders Wardha Nagari Sahakari Adhikosh (Bank) Maryadit, Arvi Road, Gandhinagar, Wardha, Maharashtra – 442001 Amount Secured by Charge Rs. 70.72 Lacs Nature of Security The Charge was created by way of Deed of Hypothecation dated 06th August 2010 (Deed of Hypothecation undated) in favour of Wardha Nagari for securing the Demand Loan of Rs. 70.72 Lacs hypothecating Machinery valued to Rs. 1.08 Crores. Purpose of Loan to Purchase Machinery. The charge was secured by Indenture of Mortgage dated 30th March 2010 by which the Company has mortgaged: 1. Land admeasuring 47.69 Hectares together with the structures and building thereon situated at Mouze Kinhala & Khurspur, Taluka Umred, District Nagpur; 2. Fixed Assets, Plant & Machinery, Factory Building, Capital Work-in-Progress, etc., 3. Current Assets, Book-Debts, Cash & Bank Balances, Stores & Spares, Loans & Advances, etc. The Charge holder appointed one of its Director Mr. Ganesh Gadre as Nominee Director on the Board of the Company w.e.f. 03rd March 2010. The Charge holder Company is one of the Associates of IRB Group Global Safety Vision Private Limited, Manisha Safalya, M.G. Road, Vishnu Nagar, Dombivali (West), Thane – 421 202 Rs. 164 Crores Purti Power & Sugar Limited - Report Page 4 Major Shareholders (as on the date of AGM dated 30th July 2010 Sr. No. Name of the Shareholders 1. 2. 3. 4. 5. 6. 7. 8. 9. 10. 11. 12. 13. 14. 15. 16. 17. 18. 19. 20. Spatial Dealers Private Limited Swiftsol(India) Private Limited Sterlight Fincom Private Limited Regency Equifin Private Limited Leverage Fintrade Private Limited All Wise Finvest Private Limited Mahawideh Securities And Investments Private Limited Chariot Investrade Private Limited Rigma Fintrade Private Limited Ideal Road Builders Private Limited (IRB Group Co.) Earnwell Trades Private Limited Jainaam Mercantile Private Limited Ashwami Sales And Marketing Private Limited Nivita Trades Private Limited Seven-Eleven Sales And Markating Private Limited Update Mercantile Private Limited Neelay Mercantile Private Limited Jasika Mercantile Private Limited Last Mile Infraprojects Private Limited Dattatraya Pandurang Mhaiskar (IRB Promoter) Total Shares No. of Equity Shares Held 30,10,000 47,87,950 31,00,000 43,77,562 34,15,000 32,50,000 35,15,000 38,40,000 37,95,000 28,03,800 40,12,500 5,10,780 32,00,000 40,50,000 32,00,000 29,00,000 1,50,000 1,50,000 15,65,000 40,40,000 5,96,72,592 Form the list of afore listed private limited companies (Sr. No. 1 to 18) are seems to be acquired companies and following are the persons who are common Directors in all afore listed Companies. The dates of their appointment as Directors were in and around first half of 2009. Sr. No. 1. 2. 3. 4. Name and Address Kawdu Pandurang Zade C/o. Nitin Gadkari, Gadkari Wada, Updhyay Wada, Mahal, Nagpur – 440 032 Manohar Madhavrao Panse Santi Road, Itwari High School, Nagpur – 440 032 Nishant Vijay Agnihotri Near Awadhut Mandir, Itwari, Nagpur – 440 002 Sagar Shripad Kotwaliwale 520, Govind Niwas, C/o. Shripad Risaldar Line, Wakar Road, Mahal, Nagpur – 440 032 Purti Power & Sugar Limited - Report Page 5 PART II: ASSOCIATE COMPANIES On investigation of the affairs of the major Shareholder Companies in Purti Power & Sugar Limited (‘Purti’), as detailed herein above, including the investigation in to affairs of the major Shareholders of these companies we found prima facie use of three layers of the associate companies with an object to channelize/route, ultimately, the capital to fund Purti. The following diagram pictorially explains afore founding of ours. Second Layer • First Layer (Purti) • These Companies are virtually defunct companies and per se has got nothing to invest in second layer companies from thier own/internal sources. • Virtually defunct investors Companies, got the soruce of funds from third layer comapnies to invest Purti. Purti got its shares subscribed by the second layer companies, who received funds from third layer companies. Third Layer Other major observations are: 1. Third and Second Layer companies are virtually ‘defunct companies’ and didn’t reported substantial revenue from their main business activities for which they have got incorporated. 2. These Companies are acquired companies with a sole object to channelize the capital to Purti. 3. Board of all these companies are wholly comprises of common persons whose details are appended to this report. (Appendix) 4. All the assets (movable or immovable) of Purti are mortgaged/hypothecated to Global Safety Vision Private Limited for securing the repayment of loan advanced to the tune of Rs. 164 Crores. Global Safety Vision Private Limited prime facie one of the associates company of IRB Infrastructure Limited, a listed entity on Indian bourse. 5. Capital Structure of all afore mentioned companies are increased mostly in the month of February 2010 and the allotment subsequent to that made in the month of March 2010. 6. Appointment of Directors in all afore listed companies are made with retrospective effect. Purti Power & Sugar Limited - Report Page 6
Report "Gadkari's Company Purti Final Report_20.01.2011 (01)"