ashiana housing

ASHIANA HOUSING LIMITED

(Formerly Ashiana Housing & Finance (India) Ltd.)

(Reg No. – 040864, CIN No. L70109WB1986PLC040864) (Originally incorporated as Ashiana Housing & Finance (I) Limited on 25th June, 1986 The Company’s name was changed to Ashiana Housing Limited on 4th May 2007.)

Registered Office: 5F, Everest, 46/C, Chowringhee Road, Kolkata – 700 071, West Bengal Tel No: 033-22882281, Fax No: 033-22884774, E-Mail: [email protected]

Website: www.ashianahousing.com (The Registered Office of the Company was originally located at 75, Park Street, Calcutta – 700 016 and shifted to

the present address 5F, Everest, 46/C, Chowringhee Road, Kolkata – 700 071, w.e.f. February 15, 1994.) Head Office : 304, Southern Park, Saket District Center, Saket, New Delhi-110 017

Tel No: 011-4265 4265, Fax No: (011) 4265 4200, E-Mail: [email protected] Contact Person: Mr. Bhagwan Kumar, Compliance Officer, Company Secretary

For private circulation to the Equity Shareholders of the Company only LETTER OF OFFER ISSUE OF [*] EQUITY SHARES OF RS. 10/- EACH FOR CASH AT A PRICE OF RS [*]/- EACH

INCLUDING A PREMIUM OF RS. [*]/- PER EQUITY SHARE FOR AN AMOUNT AGGREGATING UPTO

RS. 1050 LACS TO THE EXISTING EQUITY SHAREHOLDERS ON RIGHTS BASIS IN THE RATIO OF [*] EQUITY SHARES FOR EVERY [*] EQUITY SHARES HELD ON RECORD DATE i.e. [*]. THE FACE

VALUE OF THE EQUITY SHARE IS RS. 10/- AND ISSUE PRICE IS [*] TIMES OF THE FACE VALUE

OF THE EQUITY SHARE. GENERAL RISKS

Investment in equity and equity related securities involve a degree of risk and investors should not invest any funds in this issue unless they can afford to take the risk of losing their investment. Investors are advised to read the risk factors carefully before taking an investment decision in this Issue. For taking an investment decision, investors must rely on their own examination of the Issuer and the Issue including the risks involved. The securities have not been recommended or approved by the Securities and Exchange Board of India (SEBI) nor does SEBI guarantee the accuracy or the adequacy of this document. Investors are advised to refer to “Risk Factors” on Page No. [*] of this Letter of Offer before making an investment in this Issue.

ISSUER’S ABSOLUTE RESPONSIBILITY

The Issuer, having made all reasonable inquiries, accepts responsibility for and confirms that this Letter of Offer contains all information with regard to the Issuer and the Issue, which is material in the context of the Issue, that the information contained in this Letter of Offer is true and correct in all material respects and is not misleading in any material respect, that the opinions and intentions, expressed herein are honestly held and that there are no other facts, the omission of which make this Letter of Offer as a whole or any of such information or the expression of any such opinions or intentions misleading in any material respect.

LISTING

The existing equity shares of the Company are listed at Bombay Stock Exchange Limited (BSE). The Equity shares of the Company have been de-listed by Magadh Stock Exchange Limited, Delhi Stock Exchange Association Limited and Calcutta Stock Exchange Association Limited vide letters dated 12.10.2007, 30.03.2005 and 30.04.2008 respectively. The equity shares offered through rights issue are proposed to be listed on BSE. BSE is the Designated Stock Exchange. The Company has received in-principle approval from BSE for the listing of the Equity Shares to be allotted pursuant to the Issue, vide letter number [*] dated [*].

LEAD MANAGER TO THE ISSUE REGISTRAR TO THE ISSUE

VC CORPORATE ADVISORS PVT.

LTD.

Beetal Financial & Computer

Services (P) Ltd.

SEBI Regn. No. INM000011096 SEBI REGN NO : INR000000262 31, Ganesh Chandra Avenue Beetal House, 3rd Floor, 99, Madangir, 2nd Floor, Suite No. 2C Near Dada Harsukh Dass Mandir, Kolkata-700 013 Behind Local Shopping Centre, Phone No.: (033) 2225 3940 / 3941 Fax : (033) 2225 3941

New Delhi – 110 062 Phone No: (011) 2996 1280/81/82/83

Web Site : www.vccorporate.com Fax : (011) 2996 1284 E-mail: - [email protected] E-mail: [email protected]

Contact Person:Tanmay Kumar Saha

Contact Person : Mr. S. P. Gupta

ISSUE PROGRAM

ISSUE OPENS ON LAST DATE FOR RECEIPT OF REQUESTS FOR SPLIT APPLICATION FORMS

ISSUE CLOSES ON

[*] [*] [*]

Private and Confidential DRAFT LETTER OF OFFER

Dated July 4, 2009 For the Equity Shareholders of the Company Only

Ashiana Housing Limited

2

TABLE OF CONTENTS

TITLE PAGE NO.

SECTION – A. DEFINITIONS AND ABBREVIATIONS

I. COMPANY RELATED TERMS II. ISSUE RELATED TERMS III. CONVENTIONAL AND GENERAL TERMS / ABBREVIATIONS IV. INDUSTRY RELATED TERMS

SECTION - B. RISK FACTORS

I. FORWARD LOOKING STATEMENTS & MARKET DATA II. RISK FACTORS

(A) INTERNAL RISK FACTORS (B) EXTERNAL RISK FACTORS SECTION - C. INTRODUCTION

I. SUMMARY II. OFFERING DETAILS III. SUMMARY OF FINANCIAL, OPERATING AND OTHER DATA IV. GENERAL INFORMATION V. CAPITAL STRUCTURE VI. OBJECTS OF THE ISSUE VII. BASIC TERMS OF THE ISSUE VIII. BASIS FOR ISSUE PRICE IX. TAX BENEFITS

SECTION - D. ABOUT THE ISSUER COMPANY

I. INDUSTRY OVERVIEW II. BUSINESS OVERVIEW III. KEY INDUSTRY REGULATIONS IV. HISTORY AND CORPORATE STRUCTURE OF THE COMPANY V. MANAGEMENT VI. PROMOTERS / PROMOTER GROUP VII. CURRENCY OF PRESENTATION VIII. DIVIDEND POLICY

SECTION - E. FINANCIAL STATEMENTS

I. FINANCIAL INFORMATION OF THE ISSUER COMPANY II. FINANCIAL INFORMATION OF THE GROUP COMPANIES III. MANAGEMENT DISCUSSION AND ANALYSIS OF FINANCIAL

CONDITION

SECTION - F. LEGAL AND OTHER INFORMATION

I. OUTSTANDING LITIGATION AND MATERIAL DEVELOPMENTS II. GOVERNMENT APPROVALS / LICENSING ARRANGEMENTS

SECTION - G. OTHER REGULATORY AND STATUTORY DISCLOSURES

SECTION - H. ISSUE INFORMATION

SECTION - I. MAIN PROVISIONS OF THE ARTICLES OF ASSOCIATION

SECTION - J. OTHER INFORMATION

I. MATERIAL CONTRACTS AND DOCUMENTS FOR INSPECTION II. DECLARATION

3

SECTION – A. DEFINITIONS AND ABBREVIATIONS

I. COMPANY RELATED TERMS

Articles Articles of Association of the Company

Auditor Refers to M/s. B. Chhawchharia & Co., Statutory Auditor of the Company unless otherwise specified.

Board or Board of Directors

Board of Directors of Ashiana Housing Limited, which term shall include a committee of the Board of Directors.

Directors Directors of Ashiana Housing Limited from time to time, unless otherwise specified

Land Arrangements

Contractual arrangements for land acquisition entered into by the Company with certain third party entities, where the third party entities have agreed to procure extents of land located in and around certain cities in India at or below certain prices

Land Reserves

Title of lands to which our Company, or land from which the Company can derive the economic benefit through a documented framework (such as with third party individuals or corporate entities), or where the Company has executed a joint development agreement or an agreement to sell.

Memorandum Memorandum of Association of the Company

II. ISSUE RELATED TERMS

AGM Annual General Meeting

Allotment Unless the context otherwise requires, the allotment of Equity Shares pursuant to the Issue.

Allottee The successful applicant to whom the Equity Shares are being/have been issued or transferred

Applicant Any prospective investor who makes an application for Equity Shares in terms of this Letter of Offer

Bankers to the Issue

[*]

CAF Composite Application Form Designated Stock Exchange

The designated stock exchange for the Issue shall be BSE.

Draft Letter of Offer

Draft letter of offer dated [*] filed with SEBI for its comments

Equity Shareholders

Equity Shareholders of the Company whose names appear as: - Beneficial Owners as per the list furnished by the depositories in respect of Equity Shares held in electronic form and on the Register of Members of the Company in respect of the Equity Shares held in physical form.

Equity Share(s) or Share(s)

Means the Equity Share of the Company having a face value of Rs. 10/- unless otherwise specified in the context thereof

First Applicant The Applicant whose name appears first in the Application Form.

Investor(s) Shall mean the holder(s) of Equity Shares of the Company as on the Record Date, i.e. {*} and Renouncees

Issue Closing Date

[*]

Issue Opening Date

[*]

Issue Period

The period between the Issue Opening Date and Issue Closing Date and includes both these dates

Issue Price The price at which the equity shares will be Issued by the Company under this Letter of Offer


4

Lead Manager/LM

VC Corporate Advisors Private Limited

Letter of Offer / LOF

Letter of Offer dated [*] as filed with the Stock Exchanges after incorporating SEBI comments on the Draft Letter of Offer

Offer The Issue of Equity Shares pursuant to the Letter of Offer Promoters Unless the context otherwise requires, refers to Om Prakash Gupta, Vishal

Gupta, Ankur Gupta, Rachna Gupta & Varun Gupta. Promoter Group Individuals, companies and entities enumerated in the section titled “Our

Promoters and Promoter Group” on page [*] of this Draft Letter of Offer.

Record Date [*]

Registrar or registrar to the Issue

Beetal Financial & Computer Services (P) Ltd., having its office at Beetal House,3rd Floor, 99, Madangir, Near Dada Harsukh Dass Mandir, Behind Local Shopping Centre, New Delhi – 110 062

Registered Office of the Company

Registered Office of the Company situated at 5F, Everest, 46/C, Chowringhee Road, Kolkata – 700 071, West Bengal

Renouncee Shall mean the persons who have acquired Rights Entitlements from Equity Shareholders.

Right Issue/ Present Issue / Issue

The issue of [*] Equity Shares of Rs.10/- each at the Issue Price of Rs. [*] (including a premium of Rs. [*] per share) by the Company pursuant to this Letter of Offer.

Rights Entitlement

The number of Equity Shares that a shareholder is entitled to in proportion to his/her/its shareholding in the Company as on the Record Date

RTGS Real Time Gross Settlement SAF Split Application Form Stock Exchange(s)

Shall refer to the Bombay Stock Exchange (BSE) where the Shares of the Company are presently listed

III. CONVENTIONAL AND GENERAL TERMS/ ABBREVIATIONS

Terms Description

AS Accounting Standard Capital or Share Capital

Share Capital of the Company

Cash Profit Net profit after Tax with Depreciation and Miscellaneous expenses written off added back

CDSL Central Depository Services (India) Limited

CLB Company Law Board Companies Act The Companies Act, 1956, as amended from time to time

CSE The Calcutta Stock Exchange Association Limited Depository A depository registered with SEBI under the SEBI (Depositories and

Participants) Regulations, 1996, as amended from time to time. Depositories Act Depositories Act, 1996 as amended from time to time

DP Depository Participant

DSE Delhi Stock Exchange Association Ltd.

ECS Electronic Clearing Services

EGM Extra Ordinary General Meeting

EPS Earning Per Share

FCNR Account Foreign Currency Non Resident Account FDI Foreign Direct Investment FEMA Foreign Exchange Management Act, 1999 read with rules and regulatons

there under and amendments thereto

FI Financial Institutions FII(s) Foreign Institutional Investors registered with SEBI under applicable laws

FIPB Foreign Investment Promotion Board FY / Fiscal Year / Financial Year

The twelve months ended March 31st of a particular year, unless otherwise stated

5

GDP Gross Domestic Product

GIR General Index Registry Number

GOI/ Government Government of India

HUF Hindu Undivided Family

Indian GAAP Generally Accepted Accounting Principles in India “Ashiana Housing Limited”/ “the Company”/ “Our Company”/ “The Issuer”/ “Issuer Company” / “AHL”/ “we”/”us”

Unless the context otherwise requires, refers to, Ashiana Housing Limited, a Public Limited Company incorporated under the Companies Act, 1956.

IT Information Technology I.T. Act The Income Tax Act, 1961 and amendments thereto ITES Information Technology Enabled Services MoU Memorandum of Understanding MGSE The Magadh Stock Exchange Association Ltd. Mn / mn Million NA Not Applicable NAV Net Assets Value being paid up Equity Share Capital plus free reserves

(excluding reserves created out of revaluation) less deferred expenditure not written off and debit balance of profit and loss account, divided by number of Issued equity shares.

NEFT National Electronic Fund Transfer NR Non Resident NRE Non-Resident External Account NRI(s) Non Resident Indian(s) NRO Account Non Resident Ordinary Account NSDL National Securities Depository Limited

OCBs A company, partnership, society or other corporate body owned directly or indirectly to the extent of at least 60% by NRIs, including overseas trusts in which not less than 60% of beneficial interest is irrevocably held by NRIs directly or indirectly as defined under Foreign Exchange Management (Transfer or Issue of Security by a Person Resident Outside India) Regulations, 2000

PAN Permanent Account Number PAT Profit After Tax PBT Profit Before Taxation P/E Ratio Price to Earning Ratio RBI The Reserve Bank of India ROC Registrar of Companies, West Bengal at Kolkata, located at Nizam Palace

2nd MSO Building 2nd Floor, 234/4, A.J.C.Bose Road, Kolkata – 700020

ROI Return on Investment RONW Return on NetWorth Rs./ Rupees/ INR Indian Rupees SCRA Securities Contracts (Regulation) Act, 1956, as amended from time to time SCRR Securities Contracts (Regulation) Rules, 1957 as amended from time to

time SEBI (SAST) Securities and Exchange Board of India (Substantial Acquisition of Shares

and Regulations Takeovers) Regulations, 1997 SEBI Securities and Exchange Board of India

SEBI Act, 1992 Securities and Exchange Board of India Act, 1992 and amendments thereto

SEBI (DIP) Guidelines

The SEBI (Disclosure and Investor Protection) Guidelines, 2000 issued by SEBI on January 19, 2000 read with amendments issued subsequent to that date

Sec. Section SICA Sick Industrial Companies (Special Provisions) Act, 1995. Stamp Act The India Stamp Act, 1899


6

IV. INDUSTRY RELATED TERMS

MIG Middle Income Group NCR National Capital Region of Delhi NSSO National Sample Survey Organization SBA Super Built up Area Sq. ft Square feet UMIG Upper Middle Income Group In this Letter of Offer, any discrepancies in any table between total and the sums of the amount listed are due to rounding off. All references to “Rs.” refers to Rupees, the lawful currency of India, “US$” refers to US dollar. References to the singular also refer to the plural and one gender also refers to any other gender whenever applicable.

7

SECTION - B. RISK FACTORS

I. FORWARD LOOKING STATEMENTS & MARKET DATA

Statements included in this Letter of Offer which contain words or phrases such as “will”, “aim”, “will likely result”, “believe”, “expect”, “will continue”, “anticipate”, “estimate”, “intend”, “plan”, “contemplate”, “seek to”, “future”, “objective”, “goal”, “project”, “should”, “will pursue” and similar expressions or variations of such expressions are “forward looking statements”. Actual results may differ materially from those suggested by the forward looking statements due to risks or uncertainties associated with the Company’s expectations with respect to, but not limited to: • The Company’s ability to successfully implement its strategies, its growth, technological

changes, its exposure to market risks, etc.; • The general, economic and political conditions in India which have an impact on its business

activities or • Investments, the monetary and interest policies of India, inflation, deflation, unanticipated

turbulence in interest rates, foreign exchange rates, equity prices or other rates or prices, the performance of the financial markets in India and globally, changes in Domestic and Foreign Laws, Regulations and Taxes and changes in competition in the industry.

• The size, timing and profitability of significant projects. For further discussion of factors that could cause the Company’s actual results to differ, see the section titled “Risk Factors” beginning on Page No.[*] of this Letter of Offer. By their nature, certain market risk disclosures are only estimates and could be materially different from what actually occurs in the future. As a result, actual future gains or losses could materially differ from those that have been estimated. In accordance with SEBI requirements, the Company will ensure that investors are informed of material developments, until such time as the grant of listing and trading permission by the Stock Exchanges for the Equity Shares being issued.

Use of Market Data

Unless stated otherwise, macroeconomic and industry data used throughout this Letter of Offer has been obtained from publications prepared by Government sources, industry sources and data generally available in the public domain. Such publications generally state that the information contained therein has been obtained from sources believed to be reliable but that their accuracy and completeness are not guaranteed and their reliability cannot be assured. Although Company believes that industry data used in this Letter of Offer is reliable, it has not been independently verified.

II. RISK FACTORS

The investors should consider the following risk factors together with all other information included in this Letter of Offer carefully, in evaluating the Company and its business before making any investment decision. Any projections, forecasts and estimates contained herein are forward looking statements that involve risks and uncertainties. Such statements use forward looking terminology like “may” believes”, “will”, “expect”, “anticipate”, “estimate”, “plan” or other similar words. The Company’s actual results could differ from those anticipated in these forward- looking statements as a result of certain factors including those, which are set forth in the “Risk Factors” below.

Materiality:

The Risk factors have been determined on the basis of their materiality. The following factors have been considered for determining the materiality: a) Some events may not be material individually, but may be found material collectively. b) Some events may have material impact qualitatively instead of quantitatively. c) Some events may not be material at present but may be having material impacts in future.


8

Note: Unless specified or quantified in the relevant risk factors below, Company is not

in a position to quantify the financial or other implication of any risks mentioned herein

under :

(A) INTERNAL RISK FACTORS

RISKS INTERNAL TO THE BUSINESS AND OPERATIONS OF THE COMPANY

1. Our Company, promoter(s), directors, subsidiaries and group companies are

involved in certain litigations, a summary of which are given hereunder:

Sr.

No. Particulars of litigations

No. of

Cases

Amount

(Rs. in Lacs)

A Company

(i) Litigation filed against issuer company

32

582.88 lacs plus interest plus penalty plus liability in the

form of land (ii) Litigation filed by issuer company 1 - B. Group Companies/JVs/ Subsidiaries (i) Litigation filed against group companies / JVs /

Subsidiaries 6 23.44 lacs plus

liability in the form of land

(ii) Litigation filed by Group Companies/ JVs/ Subsidiaries

3 -

C. Promoter(s) / Directors of the Company/

Group Companies/ JVs

(i) Litigation filed against promoters / Directors -

-

(ii) Litigation filed by promoters / Directors - -

For further details, please refer to page no. [*] to [*] of the Letter of Offer.

2. Vatika Marketing Limited, Subsidiary of our Company has incurred losses during last

3 years.

( Rs. In Lacs) Net Profit/ (Loss) after Tax Particulars

2008-09 2007-08 2006-07

Vatika Marketing Limited

17.84

12.24

(9.10)

3. Our Contingent liabilities as detailed below as per Consolidated Balance Sheet as on

March 31, 2009 could adversely affect our financial condition.

Contingent Liabilities as on 31st March 2009, not provided for, in respect of :

(Rs. In Lacs) Particulars Amount

Contested demand of Income Tax and Penalty 6.90 Contested claim of the Government of Rajasthan for refund of State Capital subsidy including interest

48.00

Show cause notice received for Service Tax 267.93 Contested demand for ESIC 4.28 Providend Fund 185.26 Cess- Sonari Land 9.72 Additional Lease Rent 34.73

9

4. The Objects of the Issue have not been appraised by any Bank/Financial

Institutions.

The Objects of the Issue for which the funds are being raised have not been appraised by any bank or financial institution. In the absence of such independent appraisal, the requirement of funds raised through this Issue, as specified in the section titled "Objects of the Issue" are based on the company's estimates and deployment of these funds is at the discretion of the management and the Board of Directors of our company.

5. Limited supply of land, increasing competition and applicable regulations are likely

to result in land price escalation and a further shortage of developable land.

We are in the business of real estate development. Due to increased demand for land for development of residential and commercial properties, we are experiencing increasing competition in acquiring land in various geographies where we operate or propose to operate. In addition, the unavailability or shortage of suitable parcels of land for development leads to an escalation in land prices. Any such escalation in the price of developable land could materially and adversely affect our business, prospects, financial condition and results of operations. Additionally, the availability of land, its use and development, is subject to regulations by various local authorities. For example, if a specific parcel of land has been delineated as agricultural land, no commercial or residential development is permitted without the prior approval of the local authorities. For further details, see “Key Industry Regulation” on page [*].

6. We avail certain tax benefits under the provisions of the Income Tax Act, which

if/since withdrawn may adversely affect our financial condition and results of

operations.

The provisions of section 80-IB of the Income Tax Act provide for 100% deduction of the profits derived from development and building of housing projects approved before March 31, 2007, by a local authority, provided that certain specified conditions are met including the requirement that the area of each dwelling unit is not more than 1,000 sq. ft of built up area within the radius of 25 kilometres of the municipal limits of metropolitan cities of New Delhi and Mumbai and 1,500 sq. ft of built up area in the rest of India. Benefit under section 80(IB) since no longer available for projects approved after 31.03.2007, the effective tax rates payable by us may increase considerably and consequently our financial conditions may be adversely affected.

7. Our revenues would largely depend upon demand for residential properties along

with the taste and preferences of the customers of the particular region in which

the Company operates.

Our inability to provide customers with certain amenities or our failure to continually anticipate and respond to customer needs will affect our business and prospects and could lead to some of our customers switching to competitors. The majority of our projects are in Bhiwadi, Jaipur, Jodhpur, Pune & Jamshedpur. Jaipur, Jodhpur, Pune & Jamshedpur is witnessing good housing demand because of high migration to the city for good employment and business opportunities. We depend on our ability to understand the preferences of our customers and to accordingly develop projects that suit their tastes and preferences thereby focusing on the development of quality residential accommodation with various amenities.

8. We recognize revenue on the percentage of completion method of accounting on the

basis of our managemen’s estimates of the project cost in respect of the projects

undertaken on or after 01.04.2006. Our revenues and profits are therefore difficult

to predict and can vary significantly from period to period, which could cause the

price of our Equity Shares to fluctuate.

Sales revenues are dependent on various factors such as the size of our developments and the extent to which they qualify for percentage of completion treatment under our revenue


10

recognition policies, general market conditions & government policies towards housing sector. In addition, the anticipated completion dates for our projects, including those set forth in this Letter of Offer , are estimates based on current expectations and could change significantly, thereby affecting our timing of sales. This may result in significant fluctuations in our revenues and profits. Further we are recognizing revenue on project completion method in respect of all the projects undertaken before 31.03.2006. We therefore, believe that period-to-period comparisons of our results of operations are not necessarily meaningful and should not be relied upon as indicative of our future performance. If in the future our results of operations are below market expectations, the price of our Equity Shares could be affected.

9. We require certain regulatory approvals in the ordinary course of our business and

the failure to obtain them in a timely manner or at all may adversely affect our

operations.

We require statutory & regulatory approvals and permits for us to execute our projects, and applications need to be made at appropriate stages for such approvals. Further in respect of the projects undertaken, we require to obtain sanction from local municipalities, local bodies, pollution control boards as well as clearance from Airport Authorities. We cannot assure you that we will receive such approvals on time. Further, there can be no assurance that the relevant authorities will issue any of such permits or approvals in the time frames anticipated by us or at all. Any delay or failure to obtain such permits or approvals in accordance with our plans may impede the execution of our business plans and projects and may stuck up our investment in purchase of land or development of property which may ultimately affect our results of operations.

10. We are subject to restrictive covenants under our credit facilities from Financial /

Lending Institutions that could limit our flexibility in managing the business.

Our Company till recent past, as a matter of corporate policy was not raising resources through external borrowings for the executions of various projects and was meeting its funds requirement from internal accruals and advances received from the customers. However recently we have obtained sanction of Term Loan of Rs 20 crores from HDFC Limited for the “Ashiana Aangan” Project out of which we have till date received disbursement of Rs 5 crores. HDFC Limited in its sanction letter no NIL dated 14TH April 2009 has stipulated certain covenants which require us to obtain their prior approval for various corporate events viz. change in management, constitution/take over/mergers, expansion plans/ new projects / investments / acquiring assets under lease etc.

11. Work stoppages and other labour problems including their timely availability at

reasonable cost could adversely affect the progress of the projects.

We operate in a labour-intensive industry and hires casual labour directly or indirectly in relation to specific projects. Any differences/ disputes amongst labourers or in case if we are unable to procure required casual labour for our existing or future projects, it could adversely affect our business, financial position, results of operations and cash flows. We however enjoy cordial relationship with the labourers/ labour contractors and get labourers as and when required at site. We also keep minimum level of own labourers at sites for contingency.

12. We are subject to Risks associated with the Domestic and Regional Real Estate

Market.

The overall demand for Houses and Commercial premises is dependent upon the availability and affordability of the target customers. The demand of Houses and/or Commercial spaces being constructed by the company may be unfavorably affected by factors such as change in domestic and regional economic situation in the place where company’s projects are located, surplus construction, reduction in local demand, etc.

11

We depend on our ability to understand the preferences of our customers and accordingly develop projects that suit their tastes and preferences. The growing disposable income of India’s middle and upper income classes has led to a change in popular lifestyle resulting in substantial changes in the nature of their demand. Thus, the economic growth and buying power of the people decides the general trend in the property market.

13. We may face the risk of non-execution or non-implementation of the real estate,

residential/ commercial projects presently under implementation.

Based on our past experience, the risk of non-execution and non-implementation of the project is minimal as there is a considerable demand for residential/ commercial units. We have since inception not failed in completing the projects undertaken by us. Before launching the projects , we satisfies ourselves about the availability of the funds and also ties-up our balance fund requirement from the external sources like Banks, Financial Institutions, etc. if required over and above relying on the receipt of booking amount from the prospective customers.

14. We may face stiff competition for procuring raw materials. Fluctuations and

volatility in the prices of key raw materials may adversely affect the performance of

the Company.

Some of the critical raw materials for real estate development industry are cement, steel, bricks, sand, wood, alumunium doors and windows, sanitary wares etc. The prices and supply of these raw materials are sometimes become sensitive and lead to increase in prices as also its supply on account of various factors in the economy which are beyond our control. If, for any reason, our primary suppliers of raw materials should curtail or discontinue their delivery of such materials to us in the quantities we need and at prices that are competitive, our ability to meet our material requirements for our projects could be impaired, our construction schedules could be disrupted, and we may not be able to complete our projects as per schedule. We are in real estate housing sector since 1986 and have established relationship with the suppliers of various raw materials. The Purchase department of our Company on a day-to-day basis monitors and ensures timely supply of materials in desired quantity, proper usage of the materials and progress of the work as per the project schedule and accordingly procure various raw materials. However, increase in raw material prices and short supplies of raw materials on account of various factors in the economy are beyond the control of our purchase department and management which may lead to either increase in the cost of raw materials or delay in the project schedule.

15. Registered Ofice of our Company is not owned by us.

We do not own our Registered Office. The Registered Office of the company is situated at 5F, Everest, 46/C, Chowringhee Road, Kolkata – 700 071. We are paying establishment charges of Rs. 6000/- on quarterly basis to M/s BCCO Advisors Ltd.

16. Our Promoters will continue to retain majority control in the Company after the

Issue, which will enable them to influence the outcome of matters submitted to

shareholders for approval.

Upon completion of the Issue, the Promoters will beneficially own 66.17% of our post-Issue equity share capital. As a result, the Promoters will have the ability to control our business including matters relating to any sale of all or substantially all of our assets, the timing and distribution of dividends and the election or termination of appointment of our officers and Directors. This control could delay, defer or prevent a change in control of the Company, impede a merger, consolidation, takeover or other business combination involving the Company, or discourage a potential acquirer from making a tender offer or otherwise attempting to obtain control of the Company even if it is in the Company’s best interest.


12

In addition, for so long as the Promoters continue to exercise significant control over the Company, they may influence the material policies of the Company in a manner that could conflict with the interests of our other shareholders. The Promoters may have interests that are adverse to the interests of our other shareholders and may take positions with which we or our other shareholders do not agree.

17. We may not be able to acquire or register all or any of the lands for which we have

entered into agreements to sell or MOUs.

We enter into agreements to sell or MOUs prior to acquiring any property. We intend to use a portion of the Net Proceeds to acquire lands & land development rights. We cannot assure you that such lands will be conveyed to us, that we will be successful in acquiring them or that we will be successful in registering them in our name or the name of one of our subsidiaries. Additionally, we cannot assure you that we will be able to utilise the Net Proceeds for the purchase of such lands/ land development rights, as disclosed in the section “Objects of the Issue” on page [*] of this Draft Letter of Offer. In the event we are unable to utilize the net proceeds of the issue for the objects specified herein we shall with the approval of the shareholders of the Company deploy the funds for other business purposes including towards construction of projects or general corporate purposes.

18. We may incur loss due to non performance of outside agencies.

Our projects require the services of contractors, sub contractors and various other parties including architects, engineers, and suppliers of labour and materials for our projects. Outside agencies as per the terms of their contract are required to complete the entrusted work within the given timeframe at agreed cost maintaining the quality of the work. However, at times due to certain unavoidable circumstances beyond the control of outside agencies, the work is not completed in time and which may lead to us in incurring losses for particular contract and may lead to overall reduction in the profit in particular project. We are carrying out all the major activities at our own & issuing sub contract work for petty activities only which does not have a major effect on work completion. Hence the dependency on outside work is very minimal.

19. Title insurance is not commercially available in India and our title and development

rights over land may be subject to significant legal uncertainties and defects.

Our business depends upon our ability to obtain good title to land from landowners or good development rights over land from landowners. Our title and development rights over land can be subject to various title–related legal defects that we may not be able to fully identify, assess or resolve. While we always seek to ensure through various means good title to land or development rights purchased from third parties, our rights in respect of these lands or development rights may be compromised by improperly executed, unregistered or insufficiently stamped conveyance instruments in the land’s chain of title, unregistered encumbrances in favour of third parties, rights of adverse possessors, ownership claims of spouses or other family members of prior owners, or other title defects. As each transfer in a chain of title may be subject to these and other various defects, our title and development rights over land which we acquire through a conveyance of deed, agreement to sell, development agreement, joint development agreement, memorandum of understanding (“MoU”), letter of intent or other contractual arrangement, may be subject to various defects. Title defects may result in the loss of title or development rights over such land as well as the cancellation of our development plans in respect of such land, thus negatively impacting our business and financial condition. Additionally, title insurance is not commercially available in India to guarantee title or development rights in respect of land. The absence of title insurance in India means that title records provide only for presumptive rather than guaranteed title, and we face a risk of loss

13

of lands we believe we own or have development rights over, which would have an adverse effect on our business, financial condition and results of operations.

20. We may experience difficulties in expanding our business into additional geographic

markets within India.

We have limited experience in conducting business outside Jaipur, Jamshedpur, Bhiwadi and Pune Region and may not be able to leverage our experience in these Regions to expand into other cities. Factors such as competition, culture, regulatory regimes, business practices and customs, customer tastes, behaviour and preferences in other cities where we plan to expand our operations may differ from those in these Regions, and our experience not be applicable to other cities. In addition, as we enter new markets and geographical areas, we are likely to compete not only with national developers, but also local developers who have an established local presence, are more familiar with local regulations, business practices and customs, have stronger relationships with local contractors, suppliers, relevant government authorities, and who have access to existing land reserves or are in a stronger financial position than us, all of which may give them a competitive advantage over us. In expanding our geographic footprint, our business will be exposed to various additional challenges, including adjusting our construction methods to different terrains; obtaining necessary governmental approvals and building permits under unfamiliar regulatory regimes; identifying and collaborating with local business partners, construction contractors and suppliers with whom we may have no previous working relationship; successfully gauging market conditions in local real estate markets with which we have no previous familiarity; attracting potential customers in a market in which we do not have significant experience or visibility; being susceptible to local taxation in additional geographic areas of India; and adapting our marketing strategy and operations to different regions of India in which other languages are spoken. We can provide no assurance that we will be successful in expanding our business to include other geographic markets in India. Any failure by us to successfully carry out our plan to geographically diversify our business could have a material adverse effect on our revenues, earnings and financial condition.

21. We face significant risks with respect to the length of time needed to complete each

project.

It may take several years following the acquisition of land before income or positive cash flows can be generated through the sale of a completed real estate development project. The time it takes to complete a project generally ranges from nine to thirty months. Changes to the business environment during such time may affect the costs and revenues associated with the project and can ultimately affect the profitability of the project. For example, during this time there can be changes to the national, state and local business climate and regulatory environment, local real estate market conditions, perceptions of prospective customers with respect to the convenience and attractiveness of the project, and changes with respect to competition from other property developments. If such changes occur during the time it takes to complete a certain project, our returns on such project may be lower than expected and our financial performance may be adversely affected.

22. Certain information contained herein, including the measurements with respect to

the total saleable area of our projects, is based on management estimates which

may change for various reasons.

Some of the information contained in this Draft Letter of Offer with respect to our projects such as the amount of land or land development rights owned by us, the location and type of development of such land and the amount of total saleable area used for development is based on management estimates and has not been independently appraised. The total area of property that is ultimately developed may differ from the descriptions of the property presented herein depending on various factors such as market conditions, title defects, modification of architect estimates, and any inability to obtain necessary regulatory approvals. Therefore, management’s estimates with respect to our Ongoing and Planned projects are subject to uncertainty.


14

23. We are dependent upon the experience and skills of our senior management team

and skilled employees.

We believe that our senior management team has contributed significantly to the development of our business. However, we cannot assure you that we will be able to retain any or all of the key members of our management team. If one or more of our senior executives or other personnel are unable or unwilling to continue in their present positions, we may be unable to replace them, our business may be disrupted, and our financial condition and results of operations may be materially and adversely affected. The loss of such key personnel, or our failure to attract additional skilled management personnel, may adversely affect our business and results of operations. We also believe that the success of our real estate development activities is dependent on our ability to attract, train, motivate, and retain highly skilled professional employees in a competitive market. Our professional staff includes engineers, design consultants, marketing specialists, treasury experts, costing consultants, procurement officers, human resource managers and accountants. In the event we are unable to maintain or recruit a sufficient number of skilled employees, our business and results of operations may be adversely affected.

24. Our business may be adversely affected by losses from uninsured projects or losses

exceeding our insurance limits.

We face risk of losses in our operations arising from a variety of sources, including, but not limited to, risks related to construction, catastrophic events, terrorist risk, intentional vandalism, and theft of construction supplies. We maintain Fire, contractor all risk and general liability insurance with ICICI Lombard GIC Limited but cannot assure investors that the level of insurance maintained by us with respect to such risks is adequate. If we suffer any losses, damages and liabilities in the course of our operations and real estate development, we may not have sufficient insurance or funds to cover any such losses. In addition, any payment we make to cover any uninsured losses, damages or liabilities could have a material adverse effect on our business, financial condition and results of operations. We do not carry coverage for contractor’s liability, timely project completion, loss of rent or profit, construction defects or consequential damages for a tenant’s lost profits. Any damage suffered by us in excess of coverage amounts, or in respect of uninsured events, would not be covered by such insurance policies and we would bear the impact of such losses. However the management is taking necessary steps to make endorsement of required amount in the Insurance Policies as per development of work/ requirement to ensure adequate coverage of all the projects.

25. Fluctuations in market conditions may affect our ability to sell our projects at the

prices we anticipated, which could adversely affect our revenues and earnings.

We are subject to potentially significant fluctuations in the market value of our land and constructed inventories. The risk of owning undeveloped land, developed land and constructed inventories can be substantial and the market value of the same can fluctuate significantly as a result of changing economic and market conditions. There is often a significant lag between the time we acquire land or development rights and the time that we can construct and develop such project and sell our inventories. Further, the actual timing of the completion of a project may be different from its forecasted schedule for a number of reasons, including the need to obtain governmental approvals and building permits. In addition, real estate investments, both in land and constructed inventories, are relatively illiquid, which may limit our ability to vary our exposure in the real estate business promptly in response to changes in economic or other conditions. We could be adversely affected if market conditions deteriorate or if we purchase land or construct inventories at higher prices during stronger economic periods and the value of the land or the constructed inventories subsequently declines during weaker economic periods

15

26. The Government may exercise rights of compulsory purchase or eminent domain in

respect of lands for the development of infrastructure projects.

With the active support of the central and state governments, India’s infrastructure has experienced rapid growth in recent years. Because of this growth, there is an increased likelihood that central and state governments will actively seek to acquire land for the development of roads and infrastructure. The Land Acquisition Act, 1894 allows the central and the state governments to exercise rights of compulsory purchase or eminent domain, which, if used in respect of our land or land in which we have development rights or which are under development by our joint ventures, could require us to relinquish such land with minimal compensation.

27. We conduct due diligence and assessment exercises prior to acquisition of land for

undertaking development, but we may not be able to assess or identify certain risks

and liabilities.

We constantly acquire lands for our various development activities and these may be acquired either directly or through subsidiaries or entities identified by us for this purpose. We have an internal assessment process on land selection and acquisition which includes a due diligence exercise to assess the title of the land and preparation of feasibility reports to assess its development and marketability. Our internal assessment process is based on information that is available or accessible by us. There can be no assurance that such information is accurate, complete or current. Any decision based on inaccurate, incomplete or dated information may result in risks and liabilities associated with acquiring and owning such parcels of land, being passed onto us. This may adversely affect our business, financial condition and results of operations.

28. We have entered into, and will continue to enter into, related party transactions.

We have in the course of our business entered into transactions with related parties that include our Promoters and companies forming part of our promoter group including subsidiaries. For more information regarding our related party transactions, see “Related Party Transactions” on page --- contained in our restated financial statements included in this Draft Letter of Offer. Further, our business is expected to involve transactions with such related parties, in the future.

29. Some of our agreements may be inadequately stamped and some of our immovable

properties may have certain irregularities in title, as a result of which our

operations may be impaired.

Some of our agreements may not be adequately stamped and some of our immoveable properties for our projects or offices, which are either owned by us or taken on lease or have development rights on, may have one or more irregularities of title such as non execution of conveyance deeds for transfer of property, inadequate stamping and/or non registration of deeds and agreements, non execution of lease deeds and non renewal of lease agreements, and may be subject to encumbrances that we are not aware of. If we do not have, or are unable to obtain clear title to these lands and are unable to develop such lands for this reason, our financial position and results of operations may be adversely affected.

30. We are required to register under the Contract Labour (Regulation and Abolition)

Act, 1970 (“the CLA”) and the Building and Other Construction Workers (Regulation

of Employment and Condition of Services) Act, 1996.

To employ contact labourers, we are required to obtain registration under the Contract (Regulation and Abolition) Act, 1970(“the CLA”) And the Building and other Construction Workers (Regulation of Employment and Condition of Services) Act, 1986. We have not taken the registrations referred above till date.


16

(B) EXTERNAL RISK FACTORS

The following factors that are beyond the control of the Company, which could have a negative impact on its performance: 1. Our business may be affected by prevailing economic and geographical conditions in

various regional territories of India.

There could be project delays due to unfavorable climatic conditions or transportation delays, which may affect the overheads and increase the financing cost, on account of material, machinery and workforce that is employed at the construction site. Political, economic, social developments, natural calamity, acts of violence or war could adversely affect the industrial and commercial operations in the Country thereby affecting the business of the Company. Global, economic and political factors that are beyond the Company’s controls influence the forecasts and directly affect performance. These factors include interest rates, rates of economic growth, fiscal and monetary policies of governments, inflation, deflation, natural disasters, consumer credit availability, consumer debt levels, tax rates and policy, unemployment trends, terrorist threats and activities, worldwide military and domestic disturbances and conflicts, and other matters that influence consumer confidence and spending. Increasing volatility in financial markets may cause these factors to change with a greater degree of frequency and magnitude. Increases in interest rates may increase the Company’s financing costs. The taxation system within the country still remains complex. Any change in the regulatory environment may have an impact on the business of the Company.

2. Terrorist attacks, civil unrest and other acts of violence or war involving India and

other countries could adversely affect our business.

Terrorist attacks or acts of war may seriously harm the business of the company. Terrorist attacks may cause damage or disruption to the company, its employees, its facilities, its projects, and its customers, which could impact the results from operations. Any future terrorist attacks, the national and international responses to terrorist attacks, or other acts of war or hostility may cause greater uncertainty and cause the business to suffer in ways that the company currently cannot predict.

3. The performance of our real estate development business may be adversely affected

by changes in, or the regulatory policies of, the Indian national, state and local

governments.

Our real estate development business may be adversely affected by the regulatory policies of the various Indian central, state and local governmental bodies for Income Tax Concession, Interest rate on housing loans, etc. Any changes in the tax laws in India particularly in Income Tax might lead to increased tax liability of the company thereby putting pressures on profitability.

4. Conditions in the Indian securities market may affect the price or liquidity of the

Equity Shares.

The Indian securities markets are smaller than securities markets in more developed economies. Indian stock exchanges have in the past experienced substantial fluctuations in the prices of listed securities. These exchanges have also experienced problems that have affected the market price and liquidity of the securities of Indian companies due to various reasons such as Securities scam, broker defaults, settlement delays etc. In addition, the governing bodies of the Indian stock exchanges have from time to time restricted securities from trading, limited price movements and restricted margin requirements. If similar problems occur in the future, the market price and liquidity of the Equity Shares could be adversely affected.

17

5. Natural calamities could have a negative impact on the Indian economy and harm

our Companies Business

India, Bangladesh, Indonesia and other Asian countries have experienced natural calamities such as earthquakes, floods, droughts and a tsunami in recent years. Some of these countries have also experienced pandemics. The extent and severity of these natural disasters and pandemics determines their impact on these economies. Prolonged spells of abnormal rainfall and other natural calamities could have an adverse impact on the economies in which we have operations, which could adversely affect our business and the price of our Equity Shares.

6. Competition in the Industry

The Company may face competition from the existing established companies and future entrants into the Industry.

7. Increasing employee compensation in India may erode some of the company’s

competitive advantage and may reduce the profit margins.

Employee compensation in India has historically been significantly lower than employee compensation in the United States and Western Europe for comparably skilled professionals, which has been one of the company’s competitive strengths. However, compensation increases in India may erode some of this competitive advantage and may negatively affect the company’s profit margins. Employee compensation in India is increasing at a faster rate than in the United States and Western Europe, which could result in increased costs relating to engineers, managers and other mid-level professionals. Company may need to continue to increase the levels of the employee compensation to remain competitive and manage attrition. Compensation increases may have a material adverse effect on the company’s business, results of operation and financial condition.

8. Risk of Regulatory Uncertainty

Significant changes in the regulatory laws, Indian’s economic liberalization and deregulation policies, fiscal policies adopted by the Government of India may affect the performance of the company in the future. The Company’s operations could also be affected by various factors in the international business such as district economic and business environment, restriction on trade and legal agreements, multiple and possible overlapping of tax structures, change in tariff structures, exchange rate fluctuations, regulatory, socio economic, political changes, to name a few. These factors may have a material impact on the business of the company.

9. A slowdown in economic growth in India could cause the company’s business to

suffer.

The Indian economy has shown impressive growth over the last few years with gross domestic products (“GDP”) showing sustained growth on an average over 7% in last 4 years. However, any slowdown in the Indian economy could lead to a slowdown in the industries in which Company operate and adversely affect the company’s financial performance.


18

NOTES:

i) The investors are advised to refer to the para on “Basis for Issue Price”, Page No. [*], before making an investment in this issue.

ii) Investors may note that in case of over subscription, the allotment shall be as per the

procedure stated under the Para “Basis of Allotment” given on Page No. [*] iii) The Net Worth of the Company was Rs. 8977.16 Lacs as at March 31 2009 as per the

restated stand-alone financial statements and Rs. 9583.45 Lacs as at March 31, 2009 as per restated consolidated statements of the Company.

iv) The Net Asset Value per Equity Share of Rs.10/- each was at Rs. 47.91 as at March 31,

2009 as per the restated stand-alone financial statements and Rs. 52.99 as at March 31, 2009 as per restated consolidated financial statements of the Company.

v) The Company has made Bonus Issue of Equity Shares in the ratio of 5 equity shares for

every 2 equity shares held on the record date i.e. 22nd February, 2008 and allotted the same on 01.03.2008. This bonus Issue was made through capitalization of Free Reserves.

vi) Except as stated under point no. 7 of notes to capital structure, there have been no

transactions in the Company’s Equity Shares by the Promoters/Promoter Group, directors of our Company during a period of six months preceding the date of filing of this Letter of Offer with SEBI.

vii) Other than as stated in the Letter of Offer, the other ventures of promoters have no

business Interests /other interests in the issuer company except in the normal course of business.

viii) Any clarification or information relating to the Issue shall be made available by the LM and

the Company to the investors at large and no selective or additional information would be available for a section of investors in any manner whatsoever. Investors may contact the LM and the Company for any complaints pertaining to the Issue.

ix) The Rights Issue comprises of [*] equity shares of Rs.10/- at a price of Rs **/- per share

( including a premium of Rs **/- per share) aggregating to Rs. [*] Lacs in the ratio of ** equity shares for every *** equity shares held as on [*] (i.e. record date)

x) The average cost of acquisition of Equity Shares of face value of Rs. 10/- each by the

Promoters is as follows:-

Name of the promoter Average cost of acquisition per share

(Rs.)

Shri Vishal Gupta 1.47 Shri Ankur Gupta 1.20 Shri Varun Gupta 1.25 Smt. Rachna Gupta 0.04

xi) Except as disclosed in the section entitled “Capital Structure” beginning on page -- of this

Letter of Offer, Company has not issued any shares for consideration other than cash. xii) The Company, its promoters / Directors, Company’s Associates or Group companies have

not been prohibited from accessing the Capital Market under any order or direction passed by SEBI. The promoters, their relatives, Issuer, group companies, associate companies are not declared as willful defaulters by RBI / Government authorities and there are no violations of securities laws committed in the past or pending against them.

19

xiii) Related Party Transactions entered into by Ashiana Housing Limited during the preceding five financial years are given at Page No. [*] of the Letter of Offer.

xiv) The lead manager and the Company shall update this Letter of Offer and keep the

shareholders/public informed of any material changes till the listing and trading commencement and the company shall continue to make all material disclosures as per the terms of the listing agreement.

xv) There are no relationships with statutory auditors to the Company other than auditing and

certification of financial statements.

xvi) Investors may contact the Lead Manager or the Compliance Officer for any complaint/ clarification/information pertaining to the Issue.

xvii) The Promoters/ Directors/ Key Managerial Personnel are interested to the extent of the

normal remuneration, reimbursement of the expenses incurred, or benefits such as sitting fees and those relating to their respective shareholdings in our Company.

xviii) Details of Compliance Officer & fax, e-mail address

Mr. Bhagwan Kumar,

Unit. No. 304, Southern Park, Plot No. D-2, Saket District Centre, Saket, New Delhi – 110 017 Ph. No. : 011-42654265, Fax No. 011-42654200 Mobile No. : 98911 62620 E-mail ID : [email protected]


20

SECTION - C. INTRODUCTION

I. SUMMARY

Industry Overview

The Indian real estate sector plays a significant role in the country’s economy. The real estate sector is second only to agriculture in terms of employment generation and contributes heavily towards the gross domestic product (GDP). Five per cent of the country's GDP is contributed to by the housing sector. In the next five years, this contribution to the GDP is expected to rise to 6 per cent.

The term “real estate” connotes land, including the air above it and the ground below it, and any building or structures on it. It covers residential housing, commercial offices, trading spaces such as theatres, hotels and restaurants, retail outlets and industrial buildings such as factories and government buildings. Real estate involves the purchase, sale and development of land and residential and non-residential buildings. The activities of the real estate sector encompass the housing and construction sector as well.

The Indian real estate sector can be divided into the organised and unorganised segments. The unorganised segment accounts for the majority of the housing units constructed. The organised segment consists of private real estate developers and government or government-affiliated entities.

The industry is highly fragmented with most of the real estate developers having a city-specific or region specific presence. The unorganised sector comprises small builders and contractors, who primarily construct houses on a contract basis with individuals. Real estate developers in the organised sector are actively considering townships, multiplexes and shopping malls as future projects to drive their business prospects. Regional real estate players dominate the industry because there are no strong national players in the sector.

Most established players in the industry fund their projects through promoters’ contributions and intra-group loans. The developer’s ability to sell a large portion of its project in advance enables the projects to be largely self-financed, even at an early stage. The developer’s reputation also plays an important role in influencing the selling price of the projects.

Secondary information on the financials of developers is generally not available. However, according to industry sources, the margins on a residential property vary, depending upon the location of the project, the amenities provided and the developer’s reputation. Amenities have an impact on construction costs, while the location of the project affects land costs and selling prices.

Industry Characteristics

The real estate industry in India has the following characteristics: ♦ Capital Structure: Presently, most real estate companies are closely held companies.

Construction activities are often funded by the customers, who typically makes cash advances at various stages of construction.

♦ Leasing is an option for commercial properties: Unlike the residential properties (which are

sold outright), commercial space is either leased or sold outright. Under the leasing option, the rent received from tenants form a source of recurring cash flow for the developer. Additionally, the property rights remain with the developer, enabling the property to be disposed of subsequently, if required.

21

♦ Contingent Liabilities: Due to project-based work, real estate companies often carry substantial contingent liabilities in the form of guarantees in order to comply with specific client requirements.

♦ Development Risks: Profitability of each project is subject to risks of mis-pricing,

conditions adverse to the real estate market, geological conditions, management of specification changes and the outcome of competition with rival real estate companies.

♦ Credit Risk: The strength of clients from whom the receivables are being generated is

important. Real estate developers usually secure project advances from clients to keep them committed to the projects.

♦ Approvals required for real estate projects: A number of approvals are required from

regulatory authorities for real estate projects. For further details, refer to the section entitled “Government Approvals” beginning on page ---- of this Draft Letter of Offer.

CURRENT SCENARIO & FUTURE OUTLOOK

The real estate sector in India has assumed growing importance with the liberalization of the economy. Developments in the real estate sector as a whole are being driven by: ♦ Increasing demand for more housing units in cities and towns because of growing

urbanization of the Indian population, a burgeoning middle class, increased disposable income, easy availability of housing finance at cheaper rates and tax incentives;

♦ Increasing demand for office space from the growing IT/ITES industry, especially BPO; ♦ Increasing demand for shopping malls from the growing retail segment; ♦ Increasing demand for multiplexes from the evolving entertainment sector; and ♦ Increasing demand for hotels and resorts from the growing tourism industry and business

travellers.

Strong demand in real estate market is also expected due to common wealth games to be held in Delhi in 2010.

The Residential Sector

India continues to face an acute shortage of housing units. Based on the 10th GoI Five Year Plan (2002-2007), the housing shortage is estimated at approximately 22 million units.

The prime reasons behind the growth in volume in the housing segment are population growth and urbanization. Further, there is a boom in the organised urban housing segment extending to relatively prosperous rural belts. The census of 2001 indicates an urbanisation rate of 27.78%, which is expected to go up to 41% in the next 20 years (based on a population of 1.35 billion by 2021). This growing trend of urbanisation together with factors like faster growth in incomes in the middle and higher income categories, the decline in EMIs due to the fall in housing finance rates and the availability of tax incentives on housing loans are increasing the need for housing units in cities and towns. (Source: 10th Five Year Plan (2002-07)

The cost of housing as a multiple of the annual income of buyers has come down in recent years mainly because income levels have risen, while tax rates have fallen. With less tax and more income there is a greater surplus of money for people to spend. Moreover, even though interest rates had increased in the recent past and most of the leading financial institutions had raised interest rates on loans, (Source: RBI First Quarter Review of Annual Statement of Monetary Policy for the Year 2007-08 dated July 31, 2007), prevailing interest rates remain lower than previous historic levels.

The demand drivers in the residential segment are:

Changing demographics and growth in disposable incomes: Changing demographics and rising disposable incomes have spurred demand for real estate in India. Urban population


22

has increased from approximately 220 million in 1991 to 290 million in 2001 and is expected to continue to grow at a similar pace. By 2013, India is expected to add 91 million people to the working population (aged 25-44 yrs). Over the next 20 years, the working age population is projected to grow at 1.9% per annum. (Source: Ministry of Urban Affairs, Government of

India). Favorable economic environment has led to a change in the income distribution pattern with an increasing concentration of families in the middle and higher income groups. Rising income levels and greater job creation, particularly in sectors such as business process outsourcing and insurance, is also resulting in enhanced demand for quality housing.

Source: www.censusindia.gov.in, Census Data 2001

Shift in consumer preferences from rentals to home ownership: Due to the changing demographic profile in India, there has been a steady decline in the proportion of households staying in rented premises over the years. To a certain extent, this change may be attributed to the rising income levels of the population. However, with fewer properties available to rent today and an increase in the rent charged, consumers have found it more prudent to invest in property. An upward movement in the standard of living and increased availability of housing finance are expected to fuel this trend toward a declining proportion of households staying in rented premises.

Shrinking household size: The joint family system in India is gradually giving way to nuclear families. Factors such as increasing urbanization and migration for employment opportunities are expected to cause a decrease in the size of the average Indian household. Given India’s increasing population, the contraction in the size of the average household offers a positive outlook for housing demand.

Fiscal Incentives: Another major contributing factor in boosting the growth of residential housing property is income tax incentives on housing loans.

Business of the Company

Ashiana Housing Limited (AHL), formerly known as Ashiana Housing & Finance (India) Ltd., was incorporated in 1986 having its registered office at Kolkata, West Bengal for developing real estate. AHL received the Certificate for Commencement of Business dated 30th June 1986.

The Company is involved in residential and commercial real estate development projects ranging from integrated townships, group housing and retail and other commercial properties, hotels etc. Our operations span across all aspects of real estate development, from the identification and acquisition of land, to the planning, execution and marketing of projects.

The Company commenced real estate development business in the year 1986 and as of March 31, 2009, it has completed more than 22 housing projects including 5 commercial projects and further 6 projects are under execution at various stages.

As of March 31, 2009, the Company has access to land reserves of approximately 72.255 acres representing approximately 47.50 lacs sq. ft. of saleable area.

23

Our Business strategy

The key elements of our business strategy include the following:

Expand into new geographical areas

Our residential development activities have been focused on Bhiwadi, Neemrana, Patna and Jamshedpur and our geographical expansion and real estate development plan has already taken us to Jaipur, Jodhpur & Pune.

Diversifying the portfolio of projects undertaken by us

We intend to diversify the portfolio of projects undertaken by us by developing hotels, malls, multiplexes and shopping complexes. Our strategy is to position ourselves to capitalize on the development and construction opportunities generated by various sectors of the Indian economy.

Maintain high standards of quality

We believe that we have developed a reputation for consistently developing projects known for innovativeness, quality and delivery in a timely manner. We intend to continue to focus on innovation and quality project execution in order to maximize customer’s satisfaction. We also intend to continue to further enhance our architectural, design, construction, and development capabilities to enable us to provide innovative, modern and quality products and services to our customers.

Offer a broad range of ‘Ashiana’ products

Our core business is the development of residential property. We regularly try to come out with innovative concepts. We are the pioneer to bring the concept of retiral housing in India at Bhiwadi and the project fully completed has received overwhelming response. Considering this, the Company has launched the similar projects at Jaipur and Lavasa, Pune.

Sales

Our sales efforts begin as soon as practicable after we enters into an agreement to acquire land. We typically builds furnish and landscape model units for each residential project and maintain on-site sales offices. We generally open an on-site sales office before the construction of the model unit is completed. This on-site sales office is utilized to commence the sales process to potential customers. We generally sell our developments through sales representatives who typically work from the sales offices located at respective sites. We are generally able to sell a portion of our inventory on a pre-development basis, thereby reducing the amount of external capital needed to complete improvements.

Marketing and Post Completion

Our marketing department is responsible for procuring customers, for sales, for the units in our developments and for conducting pre-sales. We market units through marketing techniques such as newspaper. We have not engaged on an exclusive basis the services of any real estate brokerage or mortgage lender in connection with the sale or lease of our developments.

A significant number of our residential development units are pre-sold prior to completion of the development. In connection with pre-sales of residential units, we require that customers must pay advances on the purchase price, which advances our residential customers are required to increase in amount as it progresses through various milestones or stages of construction of its residential unit. Our marketing department is responsible for the booking of sales once customers are identified and collects all customer deposits.

We seek to foster good relations with our customers and to keep in touch with them by sending periodic newsletters and mail pieces.


24

Our Competitive Strengths

Our principal competitive strengths include the following:

Quality of our Construction

We believe that the quality of our construction differentiates us from other real estate developers. We place a special emphasis on ensuring that our quality standards are adhered to at every stage of a project and for every product provided to a client. Our quality standards are documented and our work force is trained to ensure that our quality standards are met.

Access to skilled labour

Our well-trained and skilled workforce is a key strength. Our ability to recruit, train and retain skilled labour is critical for us to meet our growth plans and also to meet any immediate need for skilled labour in the future.

Strong and efficient project management and delivery model

We believe that we have been successfully able to complete projects in a timely and cost efficient manner without compromising on quality due to our project management and delivery model. The conceptualisation, design and project management aspects of our project are centralised with our planning and project management team. This centralised team acts like a control-cum-coordination cell for all projects under execution by us. On the other hand, the delivery of our project which includes execution, project level costing and ensuring adherence to the delivery schedule, is decentralised at the project-manager level located at the project sites. Such a project management and delivery model enables us to scale-up our operations by optimal utilization of resources available with us.

Ability to construct innovative structures

We have the ability to construct modern and innovative structures that customers demand. We benefit from our significant experience in design and construction, our unique backward integration model and our skilled design and construction team. We possess requisite strengths at each stage of the project, right from the conceptualization stage to the construction and delivery of the project. We are having well developed in house team for architectural and design, mechanical, engineering, plumbing, structural and project planning, interiors & project management for providing their expertise and uninterrupted delivery of products and services.

We are the first to bring retiral housing to India in a planned manner

As the real estate space has gotten extremely crowded, the need to innovate is ever increasing. The market is more competitive than ever before and differentiated products that serve specific needs can provide the advantage needed in the market place. We entered into the specialized segment of retirement housing with Ashiana Utsav, India’s first retirement resort at Bhiwadi. First retirement resort of 640 families (a Rupees 100 Crore project) near Delhi is ready and operational. Retirement resort at Jaipur & Lavasa at Pune is under construction both named “Ashiana Utsav”. Success of theme-based residential projects like retirement housing for seniors has strengthened our belief that retirement communities are very much needed and desired by the people in the country. We are filled with excitement to provide senior citizens with lifestyle products, which enable them to enjoy their life with dignity. We will take this business all over India as the concept becomes popular.

Qualified and experienced management team

We believe that our qualified and experienced management and technical teams have contributed to growth of our operations and the development of in-house processes and competencies. Mr. Om Prakash Gupta, our Managing Director is a Civil Engineer, from the renowned BITS, Pilani (69 batch) and has a Masters from Louisiana State University (USA). A true entrepreneur who is also a visionary, he charted the growth of the company from Patna to Jamshedpur, Delhi NCR (Bhiwadi, Ghaziabad, Greater Noida and Gurgaon) and now to Jaipur, Jodhpur & Lavasa and, has almost 3 decades of experience in the real estate and construction industry. Our technical teams brings with it extensive experience in design,

25

engineering, marketing and construction of projects. Our senior management team that is in charge of operations, finance, sales and marketing, business development and strategic planning has extensive experience in the industry. We believe the strength and quality of our management team has been instrumental in implementing our business strategies. We have reasonably expanded our Board by appointing four independent members who we believe will bring significant business experience to the Company in areas of engineering, management, real estate, banking and finance & legal.

Our standardised and documented internal processes.

Under the guidance of our Chairman, we have documented our internal processes and methodologies which ensure that each department and each employee of our Company are aware of their respective roles and obligations, and each activity of construction and development is as per the standards of quality that we have set for ourselves. This also ensures uniformity in all our processes.

We have access to well developed in-house marketing team.

We have an in-house sales and marketing team in our head office that interacts directly with customers and real estate investors. The marketing team specializes in the direct marketing of our residential projects. Additionally, we have an in-house land sourcing team that specializes in the sourcing of lands. We believe that our sustained and structured marketing effort over the cycle of a project results in the broad exposure of our products to target audiences.


26

II. OFFERING DETAILS

Issue of [*] Equity Shares of Rs.10/- each for cash at a price of Rs. [*] per Equity Share (including premium of Rs. **/- per Equity Share) aggregating to Rs [*] Lacs on rights basis to the existing Equity Shareholders of the Company in the ratio of ** (***) Equity Shares for every ** (***) Equity Shares held on Record Date i. e. [*].

No. of Equity Shares to be issued [*] Equity Shares Issue Size Rs. [*] Lacs Entitlement Ratio [*]:[*] Record Date [*] Face Value Rs 10/- Offer Price [*] Application Money Rs. /- (including premium of Rs. /- per Equity

Share) Equity share outstanding prior to issue

1,87,35,850 Equity Shares

Equity share outstanding after the issue

[*] Equity shares of Rs 10/- each

Terms of the Issue Please see the section entitled “Basic Terms of the Issue” on Page [*] of this Offer Document.

TERMS OF PAYMENT

Due Date Amount

On application [*] per share

27

III. SUMMARY OF FINANCIAL,OPERATING AND OTHER DATA

Summary Statement of Assets & Liabilities as Restated (Standalone)


RESTATED SUMMARY STATEMENT OF ASSETS AND LIABILITIES

Rs./Lacs

PARTICULARS FOR THE FINANCIAL YEAR ENDED

31 st March 31 st March 31 st March 31 st March 31 st March

2009 2008 2007 2006 2005

Fixed Asset - A

Gross Block 1,936.61 1,538.17 1,371.78 571.30 400.94

Less : Depreciation 256.49 179.58 160.33 145.99 121.71

Capital Work in Progress - 6.65 5.21 5.99 -

Net Block - A 1,680.12 1,365.24 1,216.66 431.30 279.23

Investments - B 4,811.51 5,318.84 2,524.61 2,157.18 1,899.98

Deferred Tax Assets - C - - - - -

Inventories 5,772.74 4,153.16 5,780.19 5,089.30 3,945.74

Sundry Debtors 52.20 318.22 136.00 24.39 72.46

Other Current Assets 9,531.90 3,033.19 282.93 - -

Cash & Bank Balances 1,102.98 625.41 2,278.18 1,631.21 489.12

Loans & Advances 1,614.12 1,323.86 605.14 716.32 447.67

Total - D 18,073.94 9,453.84

9,082.44

7,461.22 4,954.99

Total Assets (E=A+B+C+D) 24,565.57 16,137.92 12,823.71 10,049.70 7,134.20

Liabilities and Provisions

Secured Loans 71.23 72.47 97.62 94.97 44.54

Unsecured Loans - - - - 91.78

Deferred Tax Liabilities 75.18 84.28 47.55 34.79 34.69

Current Liabilities 14,470.50 8,591.86 9,294.36 7,473.78 4,969.38

Provisions 971.50 998.95 382.94 254.92 141.39

Total F 15,588.41 9,747.56 9,822.47 7,858.46 5,281.78

Net Worth (E-F) 8,977.16 6,390.36 3,001.24 2,191.24 1,852.42

Net Worth Represented by :

Share Capital 1,873.59 1,873.59 535.31 535.31 535.31

Reserves & Surplus 7,103.58 4,516.77 2,465.93 1,655.93 1,317.11

Total 8,977.16

6,390.36

3,001.24

2,191.24

1,852.42

Less : Miscellaneous Expenditure - - - - -

(To the extent not written off or adjusted)

Net Worth 8,977.16 6,390.36 3,001.24 2,191.24 1,852.42


28

Summary Statement of Profits and Losses as Restated (Standalone)

ASHIANA HOUSING LIMITED RESTATED SUMMARY STATEMENT OF PROFITS AND LOSSES

Rs./Lacs


31 st March 31 st March 31 st March 31 st March 31 st March 2009 2008 2007 2006 2005

INCOME

Sales 8,270.47 12,334.94 4,968.97 3,357.24 1,142.08

Other Income 1,040.15 389.30 369.57 259.96 139.57

Increase in Stock 1,745.43 - 746.88 1,114.47 1,939.89

Total 11,056.05 12,724.24 6,085.42 4,731.67 3,221.54

EXPENDITURE

Purchase 825.41 599.53 267.93 930.82 1,227.97

Project Expenses 1,907.92 3,663.72 3,832.37 2,712.11 1,588.80

Ongoing Project Expenses Adjusted 3,936.53 1,434.08 168.15 - -

Decrease in Stock - 1,444.03 - - -

Personnel Expenses 574.07 395.41 236.43 167.72 125.88

Other Expenses 809.13 909.00 434.97 387.23 268.70

Depreciation 100.72 57.73 35.34 27.54 19.06

Total 8,153.78 8,503.50 4,975.19 4,225.42 3,230.41

Adjusted Profit before Tax 2,902.27 4,220.74 1,110.23 506.25 (8.87)

Provision for Taxation

Income Tax 308.60 470.52 122.25 40.10 -

Wealth Tax 0.57 0.69 0.30 0.05 -

Deferred Tax (9.10) 36.73 12.76 0.10 10.50

Fringe Benefit Tax 12.70 9.20 7.90 5.10 -

Adjusted Profit after Tax 2,589.50 3,703.60 967.02 460.90 (19.37)

Brought Forward Profit/(Loss) from Previous year

101.77

50.93

40.93

2.11

81.79

Add/(Less) : Tax Adjustments (2.69) 0.21 (0.45) - 0.86

Total 2,688.58 3,754.74 1,007.50 463.01 63.28

APPROPRIATIONS

Dividend - 281.04 133.83 107.06 53.53

Dividend Tax - 47.76 22.74 15.02 7.64

General Reserve 2,500.00 3,324.17 800.00 300.00 -

Profit Carried Forward to Balance Sheet

188.58 101.77 50.93 40.93 2.11

Total 188.58 101.77 50.93 40.93 2.11

29

Summary Statement of Assets & Liabilities as Restated (Consolidated)


CONSOLIDATED RESTATED SUMMARY STATEMENT OF ASSETS AND LIABILITIES

Rs./Lacs



2009 2008 2007 2006 2005

Fixed Asset - A

Gross Block 3,211.93 2,804.81 1,396.92 596.01 430.79


Capital Work in Progress 518.73 255.12 621.67 217.72 21.13 Net Block - A 3,340.89 2,794.91 1,849.25 659.21 322.10

Investments - B 4,068.38 4,572.07 2,694.97 2,322.07 1,885.03

Inventories 5,839.14 4,159.65 5,812.90 5,122.91 3,977.46

Sundry Debtors 153.96 393.29 186.51 93.59 125.08



Loans & Advances 1,877.30 1,573.25 634.78 779.41 353.98

Total - C 18,702.85 9,936.07 9,258.81 7,702.24 5,229.52

Total Assets (E=A+B+C) 26,112.12 17,303.05 13,803.03 10,683.52 7,436.65


Secured Loans 71.24 72.47 97.62 94.97 45.18

Unsecured Loans 40.15 183.61 218.00 36.60 91.78


Security Deposit from Customers 272.07 222.83 - - -


Provisions 1,010.94 1,015.52 389.65 266.99 150.76

Minority Interest - - - 0.22 2.45

Total F 16,528.67 10,539.42 10,594.16 8,233.23 5,489.61

Net Worth (E-F) 9,583.45 6,763.63 3,208.87 2,450.29 1,947.04


Share Capital 1,808.45 1,808.45 516.70 516.70 535.31


Total 9,628.26 6,788.64 3,241.87 2,450.37 1,947.21

Less : Miscellaneous Expenditure 44.81 25.01 33.00 0.08 0.17


Net Worth 9,583.45 6,763.63 3,208.87 2,450.29 1,947.04


30

Summary Statement of Profits and Losses as Restated (Consolidated)


CONSOLIDATED RESTATED SUMMARY STATEMENT OF PROFITS AND LOSSES

Rs./Lacs



INCOME

Sales 8,789.26 12,449.11 4,964.48 3,357.24 1,124.67 Project Maintenance Charges 278.15 180.49 150.70 158.85 144.17 Net Income From Works Contract - - - - 10.72

Increase in Stock 1,741.67 - 740.84 1,115.81 1,961.57 Other Income 1,293.02 713.51 450.27 403.34 171.08 Total 12,102.10 13,343.11 6,306.29 5,035.24 3,412.21

EXPENDITURE

Purchase 825.41 600.04 267.93 932.17 1,227.98

Project Expenses 2,035.17 3,752.52 3,832.37 2,712.11 1,588.60 Hotel and Club running Expenses 144.16 36.22 - - - Cost of Material 62.45 28.62 16.61 - - Ongoing Project Expenses Adjusted 3,936.53 1,434.08 168.15 - - Decrease in Stock - 1,449.66 - - -

Project Maintenance Expenses 36.58 14.73 107.11 104.77 97.38 Personnel Expenses 740.96 527.07 316.06 236.86 178.67 Other Expenses 977.50 1,011.22 475.10 424.08 306.05 Depreciation 148.54 142.54 35.89 27.96 19.52 Total 8,907.30 8,996.70 5,219.22 4,437.95 3,418.20


Extraordinary Item - 3.16 - - -


Income Tax 326.23 471.40 123.26 40.62 3.28 Wealth Tax 0.57 0.69 0.30 0.05 -

Deferred Tax 21.85 (8.60) 8.11 (1.24) 9.93



Brought Forward Profit/(Loss) from Previous year 77.51 25.04 76.71 23.65 104.91

Add : Deferred Tax Asset - - - - - Add/(Less) : Tax Adjustments (2.78) 0.28 (1.12) 0.02 0.93

Less : Minority Interest - - - - (0.00) Add : Dividend Received - - - - - Total 2,905.76 3,894.16 1,021.65 575.23 86.64

APPROPRIATIONS

Dividend - 281.04 133.83 107.06 53.53

Minority Interest - - - 0.02 - Dividend Tax - 47.76 22.74 15.02 7.64 General Reserve 2,721.00 3,487.85 840.04 376.42 1.81

Profit Carried Forward to

Balance Sheet 184.76 77.51 25.04 76.71 23.65

Total 184.76 77.51 25.04 76.71 23.65

31

IV. GENERAL INFORMATION


(Company Registration No.: 040864)

(Corporate Identity No.: L70109WB1986PLC040864)

[Incorporated on 25th June, 1986 under the Companies Act, 1956 as ‘ASHIANA

HOUSING & FINANCE INDIA LIMITED’ vide Certificate of Incorporation issued by

the Registrar of Companies, West Bengal at Kolkata. The name of the company was

changed subsequently to ASHIANA HOUSING LIMITED and a fresh certificate of

incorporation was received on 4th May, 2007 from Registrar of Companies, West

Bengal at Kolkata]

Registered Office:

5F, Everest, 46/C, Chowringhee Road, Kolkata-700 071 Ph : 033-22882281 Fax :033-22884774 Website : www.ashianahousing.com E-mail : [email protected]

Head Office:

304, Southern Park, Saket District Center, Saket, New Delhi-110 017 Ph.: 011-4265 4265. Fax : -011- 4265 4200 E-mail : www.ashianahousing.com BHIWADI: Ashiana Bageecha, Bhagat Singh Colony, Bhiwadi, Rajasthan – 301 019. Ph: 01493-515 515, 230 338, 230 519. JAIPUR: 604 , Apex Mall, 5th floor, Lal Kothi, Tonk Road, Jaipur – 302 015. Ph: 0141-4020 400. 201 & 202, 2nd Floor, Lal Kothi Tonk Road, Jaipur-302015 Ph .no.0141-4020 400 JODHPUR: Village Kudi Bhagtasani, Jodhpur Pali Road, Jodhpur- 342001. Ph: 0291-513 3888 JAMSHEDPUR: Ashiana Trade Centre Adityapur, Jameshedpur – 831013. Ph: 0657-2383838, 3292437, 3296805

Branch Offices

PUNE (Lavasa): Office No.2, 2nd Floor, Purushottam plaza, Baner Road, Pune – 411 045. Ph: (020) 4078 9888, 4078 9445, 4078 9446.

Registrar of

Companies

WEST BENGAL AT KOLKATA NIZAM PALACE 2nd MSO BUILDING 2nd FLOOR, 234/4, A.J.C.Bose. ROAD KOLKATA - 700020 Ph : 033-22800409 FAX : 033-22473795 E-mail : [email protected]


32

Compliance Officer Mr. Bhagwan Kumar, Company Secretary & Compliance Officer 304, Southern Park, Saket District Center, Saket, New Delhi-110 017 Ph. No: 011-4265 4265 Fax: 011-4265 4200 E-mail: [email protected]

Listing: - The existing equity shares of the Company are listed at Bombay Stock Exchange only. The Equity shares of the Company were listed at Delhi Stock Exchange, Calcutta Stock Exchange & Magadh Stock Exchange. The Company has delisted its equity shares from Delhi Stock Exchange, Calcutta Stock Exchange & Magadh Stock Exchange. The equity shares offered through rights issue are proposed to be listed on BSE. BSE is the Designated Stock Exchange.

Dear Shareholder(s),

Pursuant to the resolutions passed by the Board of Directors of the Company at its meetings held on 02.04.2009 and the resolution approved by the shareholders in the Extra-Ordinary General Meeting held on 02.05.2009 & subsequent meeting of the Board of Directors held on [*], it has been decided to make the following offer to the Equity Shareholders of the Company: ISSUE OF [*] EQUITY SHARES OF RS. 10/- EACH FOR CASH AT A PRICE OF RS [*] EACH INCLUDING A PREMIUM OF RS. 10/- PER EQUITY SHARE FOR AN AMOUNT AGGREGATING UPTO RS. 1050 LACS TO THE EQUITY SHAREHOLDERS ON RIGHTS BASIS IN THE RATIO OF [*] EQUITY SHARES FOR EVERY [*] EQUITY SHARES HELD ON THE RECORD DATE I.E. [•] (“ISSUE”).

Important Information:

This Issue is applicable to those Equity Shareholders whose names appear as beneficial owners based on the list to be furnished by the Depositories in respect of the Shares held in the electronic form and on the Register of Members of the Company at the close of business hours on the Record Date [*].

33

Board of Directors of the Company

The Company is run and managed by Board of Directors comprising of 8 (Eight) Directors. The day-to-day affairs of the Company are being managed by Sri Om Prakash Gupta, Managing Director of the Company along with Mr. Vishal Gupta, Jt. Managing Director, Mr Ankur Gupta & Mr. Varun Gupta, Whole Time Directors of the Company. The Board of Directors comprises of the following:

Name of the Director Designation Status

Shri Om Prakash Gupta Managing Director Executive & Promoter Shri Vishal Gupta Jt. Managing Director Executive & Promoter Shri Ashok Kumar Mattoo Independent Director Non-Executive & Independent Shri Abhishek Dalmia Independent Director Non-Executive & Independent Shri Ankur Gupta Whole Time Director Executive & Promoter Shri Varun Gupta Whole Time Director Executive & Promoter Shri Lalit Kumar Chhawchharia Independent Director Non-Executive & Independent Smt. Sonal Mattoo Independent Director Non-Executive & Independent

BRIEF DETAILS OF THE MANAGING DIRECTOR:

Mr. OM PRAKASH GUPTA

Mr. OM PRAKASH GUPTA is a Civil Engineer, from the renowned BITS, Pilani (69 batch) and has a Masters from Louisiana State University (USA). A true entrepreneur who is also a visionary; he charted the growth of the company from Patna to Jamshedpur, Delhi NCR (Bhiwadi, Ghaziabad, Greater Noida and Gurgaon) and now to Jaipur, Jodhpur and Lavasa. His Vision brought Bhiwadi into the limelight, and he pioneered the concept of professional maintenance of mid-range residential complexes in lndia. His dream project, Ashiana Utsav Retirement, is yet another pioneering idea. BRIEF DETAILS OF THE JOINT MANAGING DIRECTOR:

Mr. VISHAL GUPTA

Mr. VISHAL GUPTA is a product of Sydenham College (Mumbai) and an MBA from FORE School of Management (Delhi). He is acknowledged for his in-depth understanding of the real estate business, customer psychology and market behaviour. He has a great eye for detail and takes a keen interest in the conceptualizing and planning of new housing projects for the company. BRIEF DETAILS OF THE WHOLE TIME DIRECTORS:

Mr. ANKUR GUPTA

Mr. ANKUR GUPTA is a Bachelor in Business Administration from FDU (USA) and an M.S. in Real Estate from NYU (USA). He focused on residential projects for senior citizens during his research work at University. His experience was put to good use at Utsav, and presently he is looking after marketing activities of the company.

Mr. VARUN GUPTA

Mr. VARUN GUPTA has done Bachelors in Science from Stern School of Business, New York University. He majored in finance and management and graduated with the high academic distinction, ‘Magna Cum Laude’. He then joined Citigroup in commercial mortgage backed securities where he was underwriting commercial real estate. After a year and a half of rich experience, he joined Ashiana Housing Ltd. and is looking after land and finance matters.


34

Issue Management Team

LEAD MANAGER TO THE ISSUE:

VC Corporate Advisors Private Limited

31, Ganesh Chandra Avenue 2nd Floor, Suite No. 2C, Kolkata – 700 013 Tel : 033 2225 3940 / 3941 Fax : 033 2225 3941 E-mail : [email protected] Web Site : www.vccorporate.com SEBI Regn. No: INM000011096 Contact Person : Mr. Tanmay Kumar Saha

REGISTRAR TO THE ISSUE:

Beetal Financial & Computer Services (P)

Ltd.

Beetal House, 3rd Floor, 99, Madangir, Near Dada Harsukh Dass Mandir, Behind Local Shopping Centre, New Delhi – 110 062 Tele : (011) 2996 1280/81/82/83 Fax : (011) 2996 1284 E-mail :[email protected] SEBI Regn. No. INR000000262 Contact Person : Mr. S.P.Gupta

LEGAL ADVISOR TO THE ISSUE:

Jhunjhunwala & Co.

Hastings Chambers, 5th Floor 7C, Kiran Shankar Roy Road Kolkata-700001 Tel (033) 2230 8937 Fax (033) 2210 1746 E-mail :[email protected] Contact Person : Mr. P.K.Jhunjhunwala

BANKER TO THE ISSUE: [*]

COMPLIANCE OFFICER:

Mr. Bhagwan Kumar 304, Southern Park, Saket District Center, Saket, New Delhi-110 017 Ph. No: 011-4265 4265 Fax: 011-4265 4200 E-mail: [email protected]

AUDITORS:

M/s. B. Chhawchharia & Co.

K-3/27, DLF City, Phase – II, Gurgaon, Tel: 0124-2563327/28 Fax: 0124-2563327/28 E-mail: [email protected] Contact Person: Mr. Vinit Bagaria

Note: Investors are advised to contact the Registrar to the Issue/Compliance Officer in case

of any pre-issue / post issue related problems such as non-receipt of letters of allotment/

credit of allotted Equity Shares in the respective beneficiary accounts, refund orders etc.

BANKERS TO THE COMPANY:

HDFC Bank Limited

E-6, Masjid Moth,Greater Kailash-II Commercial Complex New Delhi-110048 Tel No. 011-41730597/98 Fax No.-011-29212287 Email:- [email protected] Contact Person:- Mr. Prateek Nath

( Relationship Manager)

State Bank of Bikaner & Jaipur

194 , Ramesh Market , Garhi Amar Colony, East of Kailash New Delhi-110065 Tel No. 011-26441190 Fax No.-011-26422562 Contact Person:- Mr. Y.P.Singh

(Branch Manager)

Punjab National Bank

Ashiana Trade Centre, Adityapur Jamshedpur Tel No. 0657-3206536 Fax No.-0657-2383323 Email:- [email protected] Contact Person:- Mr. Dilip Kumar

Chaubey (Manager)

35

STATEMENT OF INTERSE ALLOCATION OF RESPONSIBILITIES AMONGST LEAD

MANAGERS

Not applicable being there is only one Lead Manager for the Issue.

CREDIT RATING This being an issue of Equity Shares, no credit rating is required. IPO GRADING

This being a rights issue of equity shares, IPO grading is not required.

TRUSTEES

This being a Rights Issue of Equity Shares, appointment of Trustees is not required.

MONITORING AGENCY In terms of clause 8.17.1 of the Guidelines, since the issue size will not be exceeding Rs. 500 Crores, Company has not appointed any monitoring agency. However, the Board of Directors of the Company will monitor the utilization of the proceeds of the Issue.

PROJECT APPRAISAL Please refer Section “Objects of the Issue” on page no. [*] of this Letter of Offer.

MINIMUM SUBSCRIPTION CLAUSE a) If the Company does not receive the minimum subscription of 90% of the issued amount

the entire subscription shall be refunded to the applicants within 15 days from the date of closure of the issue.

b) If there is a delay in the refund of subscription by more than 8 days after the Company

becomes liable to repay the subscription amount (i.e., 15 days after closure of the issue), the Company shall pay interest for the delayed period at rates prescribed under sub-sections (2) and (2A) of Section 73 of the Companies Act, 1956.

c) All monies received out of this Rights Issue through this Letter of Offer shall be

transferred to a separate bank account.

UNDERWRITING

The present Rights Issue is not underwritten. However, the Promoters have confirmed vide their Letter of Intent dated 04.07.2009 that they intend to subscribe to the full extent of their entitlement in the Issue. Promoters intend to apply for additional Equity Shares in the Issue such that at least 90% of the Issue size is subscribed. As a result of this subscription and consequent allotment, the Promoters may acquire Equity Shares over and above their entitlement in the Issue, which may result in their shareholding in the Company being above their current shareholding. This subscription and acquisition of additional Equity Shares by the Promoters, if any, will not result in change of control of the management of the Company and shall be exempt in terms of provision to Regulation 3(1)(b)(ii) of the SEBI (Substantial Acquisition of Shares and Takeover) Regulations, 1997. As such, other than meeting the requirements indicated in Objects of the Issue (refer “Particulars of the Present Issue”), there is no other intention/purpose for this Issue, including any intention to delist the Company, even if, as a result of allotments to the Promoters through this Issue, the Promoter shareholding in the Company exceeds their current shareholding. However, the Promoters have confirmed vide the letter dated 04.07.2009 that in case the Rights Issue of the Company is completed with their subscribing to Equity Shares over and above their entitlement and as a result, if the public shareholding in the Company after the


36

Rights Issue falls below the “permissible minimum level” on the basis of which the securities of the Company continue to be listed, they will dilute their shareholding in the company in such manner and within such period as may be permissible by law, so as to be in compliant with the clause 40A of the Listing Agreement. In this context, the Promoters of Ashiana Housing Limited have provided following undertaking: “We hereby undertake that, in case the Rights Issue of Ashiana Housing Limited is completed with the Promoters subscribing to Equity Shares over and above their entitlement and as a result, if the public shareholding in the Company after the Rights Issue falls below the “permissible minimum level” as specified in the listing condition or listing agreement, we shall, individually or jointly with the Promoter Group will dilute our shareholding in the company in such manner and within such period as may be permissible by law, so as to be in compliant with the clause 40A of the Listing Agreement.”

37

V. CAPITAL STRUCTURE

The share capital of the company as on the date of filing of the letter of offer with

SEBI and Stock Exchanges is as setforth:

(Rs. in Lacs) PARTICULARS

NOMINAL VALUE AGGREGATE

VALUE AT ISSUE

PRICE

A. AUTHORISED:

2,50,00,000 Equity Shares of Rs.10/- each

2500.00

2500.00

B. ISSUED, SUBSCRIBED & PAID UP CAPITAL:

1,87,35,850 Equity Shares of Rs.10/- each

1873.58

1873.58

C. PRESENT ISSUE:

[*] Equity Shares of Rs. 10/- each for cash at an Issue Price of Rs. **/- per Equity Share (including premium of Rs. ---/- per Equity Share) on rights basis to the existing equity shareholders of the company in the ratio of ** (**) Equity Shares for every ** (**) Equity Shares held on the record date i.e. [●]

[*]

[*]

D. PAID UP SHARE CAPITAL AFTER THE

ISSUE:

[*] Equity Shares of Rs.10/- each

[*]

[*]

E. SHARE PREMIUM ACCOUNT

Before the Issue After the Issue

--

[*]

The Capital Structure statament is prepared on the assumption that the proposed rights issue of [*] Equity Shares @ Rs. [*] will be subscribed fully.

Details of Changes in Authorized Capital:

Sr.

No.

Particulars of Increase Date of Meeting Nature of Meeting

1. As on Incorporation Rs. 25 Lacs 18.06.1986 ----- 2. From Rs. 25 Lacs to Rs. 100 Lacs 02.02.1989 EGM 3. From Rs.100 Lacs to Rs. 400 Lacs 22.01.1990 EGM 4. From Rs. 400 Lacs to Rs. 600 Lacs 30.12.1995 AGM 5. From Rs. 600 Lacs to Rs.700 Lacs 26.09.1998 AGM 6. From Rs. 700 Lacs to Rs. 2500 Lacs 15.01.2008 EGM


38

NOTES TO THE CAPITAL STUCTURE

1. BUILD UP OF EQUITY SHARE CAPITAL The present capital structure of the Company has been built-up as under:

Date of

Allotment

No. of

Equity

Shares

Face

Value

(Rs.)

Issue

Price

(Rs.)

Nature of

Considera

tion

Nature of Allotment No. of

Equity

Shares

Cumulative

Paid up

Capital

(Rs.)

18.06.1986 70 10.00 10.00 Cash Subscriber to the MOA 70 700

14.08.1986 2000 10.00 10.00 Cash Private Placement to Promoters & relatives

2070 20700


50000 500000


150000 1500000


440000 4400000


450000 4500000


600000 6000000


1200000 12000000

04.09.1992 2070000 10.00 10.00 Cash Public Issue 3270000 32700000


3360000 33600000

16.12.1993 (495500) 10.00 N.A N.A Cancellation of shares as per Scheme of Amalgamation

2864500 28645000

29.02.1996 1726600 10.00 N.A Other

than cash

Pursuant to Scheme of Amalgamation approved by High Court of Calcutta

vide order dated 02.01.1995 and Hon’ble High Court at Jaipur dt

17.11.1995

4591100 45911000

25.11.2000 762000 10.00 N.A Other

than cash

Pursuant to Scheme of Amalgamation approved by High Court of Calcutta

vide order dated 03.07.2000

5353100 53531000

01.03.2008 13382750 10.00 N.A Other

than cash

Bonus Share

(5:2 ratio)

18735850 187358500

Total 18735850

2. Present Rights Issue

Type of

Instrument

Ratio Issue Price

(Rs.)

No. of

Shares

Nominal

Value (Rs.)

Issue size

(Rs.)

Equity Shares [*] [*] [*] 10/- [*]

39

3. Pre issue shareholding pattern of the Company as on 26th June 2009 is as per Clause

35 of the listing agreement:

Category Code

Category of Shareholder

No. of

shareholder

Total

Number of Shares

Number of Shares Held In Dematerialised

Form

Total Shareholding as a percentage of total number of

shares.

Shares Pledged Or

Otherwise Encumbered

As A% of (A+B)

As A% of (A+B+C)

Number of Shares

As A Percentage

(A) Shareholding of Promoter and Promoter Group

(1) Indian Individuals / HUF 7 11745302 779155 62.69 62.69 0 0.00

(a) Central Government / State Government (s)

0 0

0

0.00

0.00

0 0.00

(b) Bodies Corporate 1 651395 651395 3.48 3.48 0 0.00 (c) Financial

Institutions/Banks 0

0

0

0.00 0.00 0 0.00

(d) Any Other (Specify) 0 0 0 0.00 0.00 0 0.00 (e) Sub-Total (A)(1) 8 12396697 1430550 66.17 66.17 0 0.00

(2) Foreign (a) Individuals (Non –

Resident Individuals/ Foreign Individuals)

0 0

0 0.00 0.00 0 0.00

(b) Bodies Corporate 0 0 0 0.00 0.00 0 0.00 (c) Institutions 0 0 0 0.00 0.00 0 0.00 (d) Any Other (Specify) 0 0 0 0.00 0.00 0 0.00 Sub-Total(A)(2) 0 0 0 0.00 0.00 0 0.00 Total Shareholding of

Promoter And Promoter Group (A)= (A) (1) +(A) (2)

8

12396697

1430550 66.17 66.17 0 0.00

(B) Public shareholding (1) Institutions (a) Mutual Funds & UTI 0 0 0 0.00 0.00 0 0.00 (b) Financial Institutions/

Banks 1

700

0 0.00 0.00 0 0.00

(c) Central Govt./ State Govt. 0 0 0 0.00 0.00 0 0.00

(d) Venture Capital Funds 0 0 0 0.00 0.00 0 0.00 (e) Insurance Companies 0 0 0 0.00 0.00 0 0.00 (f) Foreign Institutional

Investors 1

33950

0 0.18 0.18 0 0.00

(g) Foreign Venture Capital Investors

0 0 0

0.00 0.00 0 0.00

(h) Any Other NRI 121 77801 57001 0.42 0.42 0 0.00 Sub-Total (B)(1) 123 112451 57001 0.60 0.60 0 0.00

(2) Non – Institutions (a) Bodies Corporate 177 1410100 1405900 7.53 7.53 0 0.00 (b) Individuals I. Individual Shareholders

holding nominal shares capital upto Rs. 1 lakh.

10083 3961010

1864271 21.14 21.14 700 0.02

II. Individual Shareholders holding nominal shares capital in excess of Rs. 1 lakh.

35 853991

818641 4.56 4.56 0 0.00

(c)

Any other Clearing Members Trust

11 0

1601 0

1601

0

0.01

0.00

0.01

0.00

0 0

0.00

0.00

Sub-total (B) (2) 10306 6226702 4090413 33.23 33.23 700 0.01

Total public share holding (B)=(B)(1)+(B)(2)

10429 6339153

4147414 33.83 33.83 700 0.01

Total (A)+(B) 10437 18735850 5577964 100.00 100.00 700 0.00

(C)

Shares held by Custodians and against which Depository Receipts have been issued

0 0

0

N.A 0.00 0 0.00

GRAND TOTAL

(A)+(B)+(C) 10437 18735850

5577964 N.A 100.00 700 0.00


40

4. The Pre and Post issue shareholding of the Promoters/ Promoter Group as on 26th

June 2009 is as follows:

Particulars Present Post Rights Issue

No. of

Shares

Share

holding %

No. of

Shares

Share

holding %

a. Promoters

I. Indian

Mr. Om Prakash Gupta - - [*] [*]

Mr Vishal Gupta 2661712 14.21 [*] [*]

Mr Ankur Gupta 3918496 20.91 [*] [*]

Mr. Varun Gupta 3922997 20.94 [*] [*]

Ms. Rachna Gupta 1242097 6.63 [*] [*]

II. Foreign -- -- --

Total (a) 11745302 62.69 [*] [*]

b. Promoter Group

M/s Ashiana Retirement Villages Ltd. 651395 3.48 [*] [*]

M/s OPG Realtors Limited - - [*] [*]

Total (b) 651395 3.48 [*] [*]

Total Promoters and Promoter

Group Holding (a)+(b) 12396697 66.17 [*] [*]

Note: It is presumed that the issue will be fully subscribed without the promoters/promoter group subscribing for additional shares beyond their right entitlements (although there may be inter se transfer of right entitlements between the promoter/promoter group). In case of under subscription, the Promoter/Promoter group shall subscribe to the additional shares to make the issue fully subscribed.

5. Promoter’ Contribution and Lock-in

The present issue being a Rights Issue, as per clause 4.10.1c of extant SEBI (Disclosure and Investor Protection) Guidelines, 2000 the requirement of Promoters’ contribution is not applicable. As a consequence none of the equity shares are locked in.

41

6. Capital built up of the promoters is detailed below:

SL. NO.

NAME OF PROMOTER/ PROMOTER GROUP

DATE /YEAR OF

ALLOTMENT / TRANSFER / ACQUISITION (DD/MM/YYYY)

CONSIDERATION

NO. OF SHARES

FACE VALUE

ISSUE / TRANSFER PRICE NATURE OF ALLOTMENT

1 Vishal Gupta 1987-88 31500.00 7000 10 4.50 Purchase

1991-92 1000.00 100 10 10.00 Purchase

1991-92 59850.00 38000

10

1.58 Merger of Woodburn Commercial Ltd. With AHFIL

1993-94 2000.00 100 10 20.00 Purchase

1997-98 7200.00 3600 10 2.00 Purchase

1997-98 4800.00 1200 10 4.00 Purchase

1997-98 14250.00 3100 10 4.60 Purchase

1997-98 23900.00 5600 10 4.25 Purchase

1997-98 13200.00 3000 10 4.40 Purchase

1998-99 310775.00 77500 10 4.01 Purchase

1998-99 18040.00 4100 10 4.40 Purchase

1999-2000 866250.00 165000 10 5.25 Purchase

1999-2000 - 105 10 - Through will

1999-2000 39309.00 9000 10 4.37 MG Ashiana Homes dissolution

1999-2000 210700.00 86000 10 2.45 Merger of Woodburn

Commercial Ltd. With AHFIL

1999-2000 2400.00 2400 10 1.00 Merger of Woodburn

Commercial Ltd. With AHFIL

2000-01 6600.00 3200 10 2.06 Purchase

2000-01 400.00 200 10 2.00 Purchase

2000-01 600.00 300 10 2.00 Purchase

2000-01 2800.00 1400 10 2.00 Purchase

2001-02 74772.00 37200 10 2.00 Purchase

2002-03 6000.00 150 10 40.00 Purchase

05/12/2002 - 242375 10 - Gift received

17/09/2005 - 55000 10 6.10 Gift received

01/03/2008 - 1864075 10 - Bonus Shares allotted

21/11/2008 67230.43 2527 10 26.60 Purchase

25/11/2008 35026.10 1135 10 30.86 Purchase

26/11/2008 12622.50 450 10 28.05 Purchase

01/12/2008 20915.50 700 10 29.88 Purchase

02/12/2008 83239.40 2626 10 31.70 Purchase

03/12/2008 16953.59 527 10 32.17 Purchase

05/12/2008 98520.95 2800 10 35.19 Purchase

11/12/2008 57804.85 1515 10 38.15 Purchase

17/12/2008 7319.68 195 10 37.54 Purchase

18/12/2008 31247.98 832 10 37.56 Purchase

19/12/2008 2974.80 80 10 37.19 Purchase

22/12/2008 906.91 24 10 37.79 Purchase

23/12/2008 4136.33 109 10 37.95 Purchase

24/12/2008 75101.47 2000 10 37.55 Purchase

26/12/2008 132013.89 3611 10 36.56 Purchase

05/03/2009 50011.83 1690 10 29.59 Purchase

06/03/2009 25431.02 850 10 29.92 Purchase

13/03/2009 104726.15 3660 10 28.61 Purchase

16/03/2009 28549.34 995 10 28.69 Purchase

17/03/2009 50652.00 1680 10 30.15 Purchase

28/04/2009 59975.38 1500 10 39.98 Purchase

29/04/2009 41353.34 1066 10 38.79 Purchase

05/05/2009 80389.95 2000 10 40.19 Purchase

06/05/2009 21507.00 535 10 40.20 Purchase

08/05/2009 69407.88 1750 10 39.66 Purchase

08/06/2009 608980.10 10000 10 60.90 Purchase

09/06/2009 369567.86 6000 10 61.59 Purchase

11/06/2009 18768.39 300 10 62.56 Purchase

19/06/2009 49973.63 850 10 58.79 Purchase

TOTAL 3921654.25 2661712


42

2. Ankur Gupta 1986-87 25300.00 20000 10 1.27 Purchase

1988-89 - 25000 10 - Through will

1991-92 18900.00 12000 10 1.58 Purchase

1991-92 - 6000 10 - Through will

1992-93 - 20000 10 - Through will

1996-97 - 11050 10 - Through will

1997-98 - 2000 10 - Through will

1998-99 - 60000 10 - Through will

02/11/1998 274862.50 99950 10 2.75 Purchase

03/04/2000 892500.00 170000 10 5.25 Purchase

11/08/2000 398774.80 91300

10 4.37 Dissolution of MG Ashiana Homes

1999-2000 250000.00 100000 10 2.50 Purchase

05/12/2002 - 205500 10

- Gift received from Om Gupta (HUF)

05/12/2002 - 199300 10 - Gift received from Om Gupta

17/09/2005 - 80221 10 - Gift received from Om Gupta

01/03/2008 - 2755802 10 - Bonus Allotment

21/11/2008 90790.31 3500 10 25.94 Purchase

24/11/2008 20402.00 750 10 27.20 Purchase

25/11/2008 33733.75 1100 10 30.67 Purchase

01/12/2008 17896.00 600 10 29.83 Purchase

02/12/2008 36255.52 1200 10 30.21 Purchase

03/12/2008 16922.79 527 10 32.11 Purchase

05/12/2008 75798.58 2200 10 34.45 Purchase

08/12/2008 3519.00 100 10 35.19 Purchase

11/12/2008 58394.40 1540 10 37.92 Purchase

12/12/2008 1910.00 50 10 38.20 Purchase

29/12/2008 17229.80 480 10 35.90 Purchase

30/12/2008 5362.54 145 10 36.98 Purchase

31/12/2008 56767.73 1450 10 39.15 Purchase

02/02/2009 60962.62 2283 10 26.70 Purchase

03/02/2009 38145.64 1435 10 26.58 Purchase

04/02/2009 57264.19 2122 10 26.99 Purchase

06/02/2009 14096.10 500 10 28.19 Purchase

23/03/2009 43114.09 1389 10 31.04 Purchase

24/03/2009 77466.10 2500 10 30.99 Purchase

25/03/2009 30611.85 1000 10 30.61 Purchase

26/03/2009 26947.36 870 10 30.97 Purchase

31/03/2009 22054.92 698 10 31.60 Purchase

15/04/2009 38011.96 1000 10 38.01 Purchase

16/04/2009 9539.30 250 10 38.16 Purchase

09/06/2009 285349.14 4586 10 62.22 Purchase

10/06/2009 551697.20 8792 10 62.75 Purchase

11/06/2009 156130.11 2500 10 62.45 Purchase

17/06/2009 387788.37 6441 10 60.21 Purchase

18/06/2009 470350.11 8065 10 58.32 Purchase

19/06/2009 138467.95 2300 10 60.20 Purchase

Total 4703316.73 3918496

3 Varun Gupta 1991-92 - 6000 10 - Through will

1992-93 - 20000 10 - Through will

1992-93 31500.00 20000 10 1.58 Purchase

30/08/1997 3600.00 1800 10 2.00 Purchase

30/06/2000 - 107500 10 - Through will

03/04/2000 341250.00 65000 10 5.25 Purchase

03/04/2000 850000.00 200000 10 4.25 Purchase

1999-2000 1500.00 750 10 2.00 Purchase

11/08/2000 383049.20 87700 10

4.36 Allotment made on dissolution of MG Ashiana Homes

1999-2000 200000.00 80000 10 2.50 Purchase

30/03/2001 600.00 300 10 2.00 Purchase

05/12/2002 - 513320 10 - Gift received

17/09/2005 - 100 10 - Gift received

43

01/03/2008 - 2756175 10 Nil Bonus Shares allotted

28/11/2008 74782.34 2506 10 29.84 Purchase

01/12/2008 15829.80 530 10 29.87 Purchase

02/12/2008 24977.30 804 10 31.07 Purchase

03/12/2008 20196.13 628 10 32.16 Purchase

04/12/2008 33152.60 1000 10 33.15 Purchase

05/12/2008 100613.92 2835 10 35.49 Purchase

08/12/2008 14596.07 421 10 34.67 Purchase

11/12/2008 92767.90 2500 10 37.11 Purchase

11/12/2008 87245.72 2300 10 37.93 Purchase

12/12/2008 34580.70 930 10 37.18 Purchase

12/12/2008 54370.42 1460 10 37.24 Purchase

16/12/2008 73559.81 1931 10 38.09 Purchase

17/12/2008 37831.68 1000 10 37.83 Purchase

09/02/2009 12514.74 440 10 28.44 Purchase

10/02/2009 2804.20 100 10 28.04 Purchase

11/02/2009 21932.85 750 10 29.24 Purchase

12/02/2009 1299.95 44 10 29.54 Purchase

13/02/2009 9288.91 311 10 29.87 Purchase

16/02/2009 30026.92 1000 10 30.03 Purchase

17/02/2009 2439.06 82 10 29.74 Purchase

18/02/2009 13420.11 450 10 29.82 Purchase

20/02/2009 2914.37 100 10 29.14 Purchase

24/02/2009 28692.98 955 10 30.05 Purchase

25/02/2009 2854.28 100 10 28.54 Purchase

26/02/2009 13200.78 440 10 30.00 Purchase

02/03/2009 878.82 30 10 29.29 Purchase

04/03/2009 30045.00 1000 10 30.05 Purchase

19/03/2009 7273.70 250 10 29.09 Purchase

20/03/2009 8758.59 300 10 29.20 Purchase

25/03/2009 8989.73 300 10 29.97 Purchase

16/04/2009 22924.46 603 10 38.02 Purchase

17/04/2009 117794.64 3000 10 39.26 Purchase

20/04/2009 5985.53 149 10 40.17 Purchase

22/04/2009 80400.00 2000 10 40.20 Purchase

24/04/2009 4261.20 106 10 40.20 Purchase

27/04/2009 20100.00 500 10 40.20 Purchase

11/06/2009 281023.35 4500 10 62.45 Purchase

12/06/2009 478322.59 7736 10 61.83 Purchase

15/06/2009 539517.44 8910 10 60.55 Purchase

16/06/2009 621711.62 10151 10 61.25 Purchase

17/06/2009 74169.00 1200 10 61.81 Purchase

TOTAL 4919548.41 3922997

4. Rachna Gupta 11/08/2000 - 329685 10 - Gift received

29/09/2001 52260.00 25200 10 2.00 Purchase


TOTAL 52260.00 1242097

5.

Ashiana Retirement

Village Ltd.

08/03/2006

2639549.00

186113

10 14.18


TOTAL 2639549.00 651395

GRAND TOTAL 16236328.39 12396697

Note : Cases where date of acquisition / purchase is not known, respective years of purchase/ transfer have been shown.


44

7. There are no transactions in the securities of the Company during preceding 6 months which were financed/undertaken directly or indirectly by the promoters, their relatives, their group companies or associates or by the above entities directly or indirectly through other persons except as follows:

Name of the Transferee

Name of the Transferor

Nature of transaction

Date (DD/MM/YYYY) No. of shares

Rate per share(Rs.) Consideration

Vishal Gupta Market Purchase Purchase 05/03/2009 1690 29.59 50011.83














TOTAL(A) 32876 1579293.87

Ankur Gupta Market Purchase Purchase 02/02/2009 2283 26.70 60962.62

















Total (B) 46731 2407997.01

Varun Gupta Market Purchase Purchase 09/02/2009 440 28.44 12514.74


























45



TOTAL(C) 45507 2443544.82

TOTAL (A+B+C) 125114 64,30,835.70

8. The Maximum and minimum price at which purchase and sales referred to above were made ( alongwith the relevant date):-

Highest price:Rs. 63.87 dt. 09.06.2009 Lowest price: Rs .25.13 dt. 21.11.2008

9. The top ten shareholders as on the date of filing of this Letter of Offer with the Stock Exchange (to be updated before filing the Final Letter of Offer to the Stock Exchange) as on 26.06.2009 Sl. No. Shareholders Name No. of

Shares

% of Issued

Capital

1 Varun Gupta 39,22,997 20.94%

2 Ankur Gupta 39,18,496 20.91%

3 Vishal Gupta 26,61,712 14.21%

4 Rachna Gupta 12,42,097 6.63%

5 Ashiana Retirement Villages Ltd. 6,51,395 3.48%

6 Revathi Equipment Ltd. 5,07,500 2.71%

7 Cellour Commercial Pvt. Ltd. 2,01,895 1.08%

8 Global Agencies Pvt. Ltd. 1,35,005 0.72%

9 Satish Chandra Katyal 1,12,525 0.60%

10 Eastern Resin & Allied Products Ltd. 92,638 0.49%

Total 1,34,46,260 71.77%

10. The top ten shareholders as on 10 days prior to the filing of this Letter of Offer with the Stock Exchange (to be updated before filing the Final Letter of Offer to the Stock Exchange) as on 16.06.2009

Sl. No. Shareholders Name No. of

Shares

% of Issued

Capital

1 Varun Gupta 38,90,500 20.77%

2 Ankur Gupta 38,90,398 20.76%

3 Vishal Gupta 26,60,562 14.20%

4 Rachna Gupta 12,42,097 6.63%

5 Ashiana Retirement Villages Ltd. 6,51,395 3.48%


7 Cellour Commercial Pvt. Ltd. 2,01,895 1.08%

8 Global Agencies Pvt. Ltd. 1,35,005 0.72%

9 Satish Chandra Katyal 1,12,525 0.60%

10 Eastern Resin & Allied Products Ltd. 92,638 0.49%

Total 1,33,84,515 71.44%


46

11. The top ten shareholders two years prior to the date of filing of this Letter of Offer with the Stock Exchange (to be updated before filing the Final Letter of Offer to the Stock Exchange) as on 26.06.2007.

Sl.

No.

Shareholders Name No. of Shares % of Issued

Capital

1 Varun Gupta 11,02,470 20.60%

2 Ankur Gupta 11,02,321 20.59%

3 Vishal Gupta 7,45,630 13.93%

4 Rachna Gupta 3,54,885 6.63%

5 Abovepar Traders Pvt. Ltd. 1,85,413 3.46%


7 Dilip Kumar Lakhi 57,218 1.07%

8 Global Agencies Pvt. Ltd. 51,573 0.96%

9 Cellour Commercial Pvt. Ltd. 33,386 0.62%

10 Satish Chandra Katyal 27,605 0.52%

Total 38,07,807 71.13%

12. The Issuer Company has not made any public offering within the immediately preceding two years.

13. The total number of members of the Company as 26th June 2009 is 10,437

14. The Aggregate Shareholding of the Promoter Group is 1,23,96,697 Equity Shares forming 66.17% of the total Issued and Paid-up Share Capital as on the date of filing of Draft Letter of Offer.

15. The terms of Issue to Resident / Non-Resident Equity Shareholders have been presented under the “Basic Terms of the Issue” Section of this Letter of Offer on Page No*****

16. The Company has not instituted any employee stock option scheme as on the date of this Letter of Offer.

17. As on the date of this Letter of Offer, there are no outstanding warrants, options or rights to convert debentures, loans or other instruments into Equity Shares.

18. The Promoter and Directors of the Company and Lead Manager of the Issue have not entered into any buy-back, standby or similar arrangements for any of the securities being issued through this Letter of Offer.

19. At any given time, there shall be only one denomination of the Equity Shares of the Company and the Company shall comply with such disclosure and accounting norms specified by SEBI from time to time.

20. The Equity Shareholders of the Company do not hold any warrant, option or convertible loan or debenture, which would entitle them to acquire further shares in the Company.

21. The Company does not have any Revaluation Reserves.

22. The Company has not issued any Equity Share for consideration other than cash or out of Revaluation Reserve in the past except those already stated in the Capital Structure, if any.

23. All information shall be made available by the Lead Manager and the Issuer to the public and investors at Large and no selective or additional information would be available for a section of investors in any manner whatsoever.

47

24. The company does not have any partly paid up equity shares and there are no calls in arrears.

25. The Equity shares offered through this issue Rights Issue shall be fully paid up on the date of allotment.

26. No further issue of capital by way of issue of bonus shares, preferential allotment, rights issue or public issue or in any other manner which will affect the equity capital of the Company, shall be made during the period commencing from the filing of the Letter of Offer with the SEBI and the date on which the Equity Shares issued under the Letter of Offer are listed or application moneys are refunded on account of the failure of the Issue.

27. The Company does not have any intention to alter the equity capital structure by way of split/ consolidation of the denomination of the shares or issue of shares on a preferential basis or issue of bonus or rights or public issue of shares or any other securities within a period of six months from the date of opening of the Issue.

28. The Issue will remain open for minimum 15 days. However, the Board will have the right to extend the Issue period as it may determine from time to time but not exceeding 30 days from the Issue Opening Date.

29. The promoters, directors and Lead Managers to the Issue will not pay any amount, whether directly or indirectly and in cash or kind, in the nature of discount, commission, allowance or otherwise to any person for the subscription of this Rights Issue.

30. The Promoter/ promoter groups have confirmed that they intend to subscribe to the full extent of their entitlement in the Issue. The Promoter/ promoter group reserves the right to subscribe to their entitlement in the Issue either by themselves, or a combination of entities controlled by them, including by subscribing for renunciation if any made within the promoter group to another person forming part of the Promoter Group. The Promoter/promoter group will also apply for additional Equity Shares in the Issue, such that at least 90% of the Issue is subscribed. As a result of this subscription and consequent allotment, the Promoter/promoter group may acquire shares over and above their entitlement in the Issue, which may result in an increase of the shareholding being above the current shareholding with the entitlement of Equity Shares under the Issue. This subscription and acquisition of additional Equity Shares by the Promoter/ promoter group, if any, will not result in change of control of the management of the Company and shall be exempt in terms of proviso to Regulation 3(1)(b)(ii) of the Takeover Code. As such, other than meeting the requirements indicated in the Letter of Offer, there is no other intention/purpose for this Issue, including any intention to delist the Company, even if, as a result of allotments to the Promoter, in this Issue, the Promoter shareholding in the Company exceeds their current shareholding. The Promoter/ Promoter Group intend to subscribe to such unsubscribed portion as per the relevant provisions of the law. Allotment to the Promoter/promoter group of any unsubscribed portion, over and above their entitlement shall be done in compliance with the Listing Agreement and other applicable laws prevailing at that time relating to continuous listing requirements. However, the Promoter/promoter group have confirmed that in case the Rights Issue of the Company is completed with their subscribing to Equity Shares over and above their entitlement and as a result, if the public shareholding in the Company after the Rights Issue falls below the permissible minimum level on the basis of which the securities of the Company continue to be listed they will dilute their shareholding in the company in such manner and within such period as may be permissible by law, so as to be in compliant with the clause 40A of the Listing Agreement.

In this context, the Promoters of Ashiana Housing Limited have provided following undertaking:

“We hereby undertake that, in case the Rights Issue of Ashiana Housing Limited is completed with the Promoters subscribing to Equity Shares over and above their entitlement and as a result, if the public shareholding in the Company after the Rights Issue falls below the “permissible minimum level” as specified in the listing condition or listing agreement, we shall, individually or jointly with the Promoter Group will dilute our shareholding in the company in


48

such manner and within such period as may be permissible by law, so as to be in compliant with the clause 40A of the Listing Agreement.”

31. The Company has not availed of any Bridge Loan to be repaid from the proceeds of the Issue.

32. The Company has not revalued its assets in the last five years preceding the date of this Letter of Offer.

49

VI. OBJECTS OF THE ISSUE

The Objects of the Issue are to raise capital for financing the Company’s future plans. The Company intends to utilize the proceeds of the Issue, after deducting Issue expenses (Net Proceeds) to finance the business plans as stated below: 1. To acquire land and land developments rights and incur expenses towards Real Estate

Development activities. 2. To meet the requirement for General Corporate Purpose. 3. To meet the rights issue expenses

The main objects of our Memorandum of Association permits us to undertake our existing activities and the activities for which the funds are being raised by us, through the present Issue. Further we confirm that the activities we have been carrying out until now is in accordance with the objects clause of our Memorandum of Association.

REQUIREMENT OF FUNDS:

(Rs. In Lacs)

Particulars Amount

Acquisition of Land & Land development rights and real estate

development

800.00

General Corporate Purpose [*]

Rights Issue Expenses 35.00

Total [*]

The fund requirement and deployment are based on internal management estimates and have not been appraised by any bank or financial institution. The Company operates in a competitive, dynamic market condition, and may have to revise the estimates from time to time on account of new projects that the Company may pursue including any industry consolidation initiatives, such as potential acquisition opportunities. Consequently, the fund requirements may also change accordingly. Any such change in the plans may require rescheduling of the expenditure programs at the discretion of the management of the Company. In case of variations in the actual utilization of funds earmarked for the purposes set forth above, increased fund requirements for a particular purpose may be financed by surplus funds, if any, available in respect of the other purposes for which funds are being raised in this issue. If surplus funds are unavailable, the required financing will be through internal accruals and debt.

MEANS OF FINANCE

(Rs. In Lacs)

Particulars Amount

Proceeds from Rights Issue [*]

Internal Accruals [*]

Total [*]

It is hereby confirmed that firm arrangements have been made for the stated means of finance, excluding the amount proposed to be raised by way of this rights issue as per clause 6.8.4.3 of the SEBI (DIP) Guidelines, 2000.


50

ACQUISITION OF LAND AND LAND DEVELOPMENT RIGHTS

The Company intends to expand its operations into construction and developments of residential and/or commercial projects in order to capitalize the growth and development opportunities available in the real estate sector. The real estate development sector has shown an increase in demand in the past few years. With the increased economic activities and the surging growth rate the requirement for housing units is showing a healthy trend particularly in metros and other cities. The Government is also encouraging house ownership by providing tax benefits and the financial sector is playing a key role by providing adequate resources. The Company recognizes that extensive land reserves are the most important resource for real estate development. In order to achieve this, the Company intends to acquire land at different locations where the potentialities of developments are very high. Costs of acquiring land or development rights will vary depending on whether the lands are located in rural areas, metropolitan cities or other urban areas and whether such lands are located in prime locations or otherwise. In respect of many of the land acquisitions, the Company is required to pay an advance at the time of executing an agreement to purchase, with the remaining purchase price due upon completion of the acquisition. The Company may also acquire lands through auctions and prior to making a bid in such auctions the Company may be required to pay a refundable deposit. The Company proposes to acquire lands and development rights either directly or through its subsidiaries. Some of these lands are at various stages of identification and acquisition. The Company/subsidiaries will enter into conveyance deed, agreement to purchase, MoUs to acquire land as and when find suitable as per Companies requirement at reasonable prices. Land is an important resource and is a key factor contributing to the ability of the Company to develop real estate. The Land Bank of the Company include lands to which the Company or its Subsidiaries have title and lands in relation to which the Company/subsidiaries have executed agreements to sell/MOU with the vendor. The Company constantly attempts to enhance the existing Land Bank of the Company by identifying and acquiring land in areas and locations which the Company believes will see increased demand for primarily residential or commercial construction.

The Company has therefore earmarked a sum of Rs. 800.00 Lacs for the acquisition of new lands/land development rights out of the present Rights Issue proceeds.

GENERAL CORPORATE PURPOSE

We, in accordance with the policies set up by our Board, will have flexibility in applying the remaining Net Proceeds of this Issue, for general corporate purposes including but not restricted to Sales Promotion, productivity enhancement measures, brand building exercises and the strengthening of our marketing capabilities. Our management, in response to the competitive and dynamic nature of the industry, will have the discretion to revise its business plan from time to time and consequently our funding requirement and deployment of funds may also change. This may also include rescheduling the proposed utilization of Net Proceeds and increasing or decreasing expenditure for a particular object vis-à-vis the utilization of Net Proceeds. In case of a shortfall in the Net Proceeds of the Issue, our management may explore a range of options including utilizing our internal accruals or seeking debt from future lenders. Our management expects that such alternate arrangements would be available to fund any such shortfall. Our management, in accordance with the policies of our Board, will have flexibility in utilizing the proceeds earmarked for general corporate purposes.

51

RIGHT ISSUE EXPENSES

For the purposes of the Rights issue, following expenses are required to be incurred. Sl. No.

Particulars

Amount

(Rs.

Lacs)

% of Total

Issue Exp.

% of Total

Issue Size

1 Fees of Lead Manager, Registrar, Legal Advisor, Auditors, Tax Auditors, etc

25.00 71.43 [*]

2 Printing & Stationery, Distribution, Postage, etc

6.00 17.14 [*]

3 Advertisement & Marketing Expenses 1.50 4.29 [*] 4 Other Expenses (incl. Filing Fees, Listing

Fees, Depository Charges, etc.) 2.50 7.14 [*]

TOTAL 35.00 100.00 100.00

No part of the Rights Issue proceeds, will be paid by the Company, as consideration to Promoters, Directors, Company’s Key Managerial Personnel or companies promoted by the Promoters.

In case the Rights Issue does not go as planned, Company will make alternative arrangements like availing of fresh loans from bank(s) and/or utilizing internal accruals.

PROJECT APPRAISAL

The funds requirement are Company’s own estimates and has not been appraised by any bank/ financial institution.

SCHEDULE OF IMPLEMENTATION

The fund raised through Rights Issue proceeds as referred above, will be utilized for the object and purposes within current year. The Company is not a manufacturing unit. Therefore the tangible implementation schedule is not required to be charted.

YEAR WISE BREAK UP OF FUNDS

Since the entire funds to be raised through Rights Issue would be utilized with in current year, the year wise break up of expenditure to be incurred is not given.

SOURCES AND DEPLOYMENT OF FUNDS:

As per certificate dated 23rd June 2009 received from B. Chhawchharia & Co., Chartered Accountants, the Company has deployed a sum of Rs.6.22 lacs till 15.06.2009 towards Rights Issue Expenses which is as under:

Amount (Rs. In Lacs)

Deployments of Fund

Payment to Lead Manager 4.96

EOGM Expenses 1.26

Total 6.22

Means of Finance

Internal Accruals 6.22

Total 6.22


52

Interim Use of Funds:

In terms of Clause 8.17 of the SEBI DIP Guidelines, 2000, there is no requirement of Monitoring Agency. The Company has set up Audit Committee comprising of non-executive and independent directors who have been entrusted with the responsibility of monitoring the use of issue proceeds. The Company shall on a quarterly basis disclose to the Audit Committee the uses and application of the proceeds of the fresh issue. The Company will disclose the utilization of the proceeds of the issue under a separate head in the Balance Sheet specifying clearly the purpose for which such proceeds have been utilized. It shall also, in its Balance Sheet, provide details, if any, in relation to all such proceeds, which have not been utilized thereby also indicating investment if any, of such unutilized proceeds of the issue. Pending utilization for the purposes described in the objects of the issue, the company intends to temporarily invest the funds in high quality interest/dividend bearing liquid instruments including money market mutual funds, deposits with banks and similar securities for necessary duration. No part of the Rights Issue proceeds, will be paid by the Company, as consideration to Directors, Company’s Key managerial personnel’s or companies promoted by the Promoters in the normal course of business.

53

VII. BASIC TERMS OF THE ISSUE

Terms of the Issue

The Equity Shares proposed to be issued on rights basis are subject to the terms and conditions contained in this Letter of Offer, the enclosed Composite Application Form (“CAF”), the Memorandum and Articles of Association of the Company, the provisions of the Companies Act, approvals from RBI, guidelines issued by SEBI, approvals from the stock exchanges where equity shares of the Company are listed, FEMA guidelines, notifications and regulations for issue of capital and for listing of securities and/ or other statutory authorities and bodies from time to time, the terms and conditions as stipulated in the allotment advice or letter of allotment or security certificate, the provisions of the Depositories Act, to the extent applicable, and any other legislative enactments and rules as may be applicable and introduced from time to time.

Terms of Payment

100% of the issue price i,e Rs /- shall be payable on application. Authority for the Present Issue

The authority for the present issue has been obtained vide the resolution passed by the Board of Directors of the Company at its meeting held on 02.04.2009 and the shareholders approval obtained at Extra Ordinary General Meeting of the Shareholders held on 02.05.2009 & subsequent meeting of the Board of Directors held on [*].

Basis of the Issue

[*] Equity shares of Rs.10/- each at issue price of Rs [*] each (including share premium of Rs ****/- per share) are being offered to the Members of the Company on rights basis in the ratio of **** equity shares for every *** equity shares (i.e. ***:***), whose names appear on the Register of Members of the Company as on the close of business hours on [*], being the record date fixed by the Company in consultation with BSE.

Ranking of the Equity Shares

The Equity Shares shall be subject to the Memorandum and Articles of Association of the Company and shall rank pari-passu in all respects including dividends with the existing Equity Shares of the Company. The allottees will be entitled to dividend or any other corporate benefits, if any, declared by our Company after the date of Allotment.

Entitlement Ratio

The Equity Shares are being offered on rights basis to the existing Equity Shareholders of the company in the ratio of ***** (*****) Equity Shares for every **(**) Equity Shares held as on the record date i.e. [*].

Fractional Entitlement

On applying the Rights ratio, the rights entitlement may contain certain fractional entitlements, in such case the fractional rights entitlement will be rounded off to the next higher integer. The resulting shortfall in allotment of shares, if any, shall be adjusted against the entitlement of the promoters. Face Value

Each Equity Share shall have the face value of Rs. 10/- each.

Issue Price

Each Equity Share is being offered at a price of Rs. [*]/-(including a premium of Rs.**/-).

Market Lot

The market lot for the Equity Share is 1. In case of physical certificates, the Company would issue one share certificate to a single Shareholder.


54

VIII. BASIS FOR ISSUE PRICE

Investors should read the following summary with the Risk Factors and the details

about the Company and its financial statements included in this Letter of Offer. The

trading price of the Equity Shares of the Company could decline due to these risks

and you may lose all or part of your investments.

Qualitative Factors

• The Company is a consistent Profit making company since last four years. • The Company has strong marketing and distribution network. • First Company to bring retiral housing concept to India in a planned manner. • The Company has established its brand image “ASHIANA” over a period of time and

therefore enjoys a niche amongst its competitor group. • Experienced promoters with proven track record of more than 30 years in Real Estate

Sector. • The Company has been carrying on business as Developers in housing industry since

1986 and has successfully completed more than 22 projects (residential & commercial) since inception.

• Track record of timely and cost efficient completion of projects.

Quantitative Factors

Information presented in this section is derived from the Company’s consolidated summary statement of assets and liabilities and summary statement of profits and losses, as restated and cash flows, as restated, under Indian GAAP as at and for the year ended 31st March, 2009 prepared. Some of the Quantitative factors, which form the basis for computing the price, are as follows:

1. Earnings Per Share (EPS)

Year Ended EPS based on

Restated Financial

Statements (Rs)

Weight

March 31, 2007 5.23 1

March 31, 2008 21.41 2

March 31, 2009 15.65 3

Weighted Average 15.83

Note:

• The Earning per share has been computed by dividing adjusted profit/(loss) after tax and extra ordinary items attributable to equity shareholders as restated, by restated weighted average number of equity shares outstanding during the year.

• Net profit, as restated and appearing in the summary statement of profits and losses of the Company has been considered for the purpose of computing the above ratio.

• The face value of each equity share is Rs. 10/- • Weighted average number of equity shares outstanding and EPS is calculated in

accordance with Accounting Standard 20 on “Earnings per Share” issued by ICAI

2. Price/Earning Ratio (P/E) in relation to issue price of Rs. [ *] /- per share

(a) Based on 2008-09 EPS of Rs.

[*]

(b) Based on Weighted Average EPS of Rs.

[*]

55

3. Industry P/E ratio:

i) Highest 156.70

ii) Lowest 1.40

(iii) Average 17.40

(Source: Capital Market Volume XXIV/07 dt 01-04, 2009)

4. Average Return on Networth (RoNW)

Year Ended RoNW (%) Weight

March 31, 2007 29.48 1

March 31, 2008 57.25 2

March 31, 2009 29.54 3

Weighted Average 38.77

Note:

• The RoNW has been computed by dividing adjusted profit/(loss) after tax as restated, by Net Worth at the end of the year.

• Net profit, as restated and appearing in the summary statement of profits and losses of the Company has been considered for the purpose of computing the above ratio.

5. Minimum Return on Total Net Worth after issue needed to maintain Pre-Issue

EPS of Rs. 15.65 for the year ended March 31, 2009 is [*]%.

6. Net Asset Value (NAV)

Particulars Amt. (Rs)

(a) As on 31st March, 2007 17.74

(b) As on 31st March, 2008 37.40

(c) As on 31st March, 2009 52.99

(a) After issue [*]

(b) Issue Price [*]

Note:

• NAV per equity share has been calculated as net worth, excluding revaluation reserve,

as restated, at the end of the year divided by restated weighted number of equity shares outstanding at the end of the year.


56

7. Comparison with Industry Peers:

Comparison of the accounting ratios of the issuer company as mentioned above with the industry average and with the accounting ratio of the peer group (i.e. company of the comparable size in the same industry) for the year ending 31st March 2009 is as follows:

Comparison of accounting ratios of the Company with the accounting ratios of peer group.

Company Name

Face

Value

Per

Share

Equity

(Rs. in

Crores)

Book

Value

(Rs)

EPS

(Rs)

(TTM)

P/E

Ratio

Return

on net

worth

(%)

Market

Price

(Rs.)

Anant Raj Industries Ltd.*

2 59.02 98.00 19.60 5.60

22.50 109.00

Ansal Housing & Construction Ltd.*

10 17.57 122.10 18.60 2.70

30.80 51.00

D.S Kulkarni Developers Ltd.*

10 25.80 163.80 7.60 7.60

11.80 58.00

Ganesh Housing Corporation Ltd.*

10 32.65 128.00 37.60 2.20

28.70 82.00

HB Estate Developers Ltd.

10 12.87 79.30 8.00 4.90

2.90 39.00

Kolte Patil Developers Ltd.*

10 75.37 75.40 16.40 3.20

34.30 52.00

Lok Housing & Constructions Ltd.*

10 42.88 80.70 3.3 8.90

45.80 29.00

Madhucon Projects Ltd.

2 7.38 146.20 13.40 9.40

10.10 127.00

Parsvanath Developers Ltd.*

10 184.70 97.80 10.60 8.40

25.00 89.00

Purvankara Projects Ltd.

5 106.74 61.40 6.20 15.20

30.60 94.00

Sobha Developers Ltd.

10 72.90 149.50 15.00 12.90

25.30 193.00

Unity Infraprojects Ltd.*

10 13.37 266.00 52.00 4.80

18.20 249.00

Vipul Limited 2 12.00 58.50 4.00 11.30 21.80 45.00

(Source: Capital Market Volume XXIV/07 dt 01-14, June 2009)

* Data for financial year ended 31st March 2008 have been considered where the relevant data for financial year ended 31st March 2009 are not available.

The Face Value per share is Rs. 10/- and the Issue Price of Rs. [*]/- is at

premium of Rs. ***/-.

The issue price of Rs. ---- per share is ---times of the face value of Rs.10/- per share of the Equity Shares being issued. The minimum return on net worth required to maintain pre-issue EPS of Rs. 15.65 is ------% whereas the Company has earned RONW of 29.54 % for the year ended 31st March 2009 and 57.25 % for the year ended 31st March 2008. The offer price of Rs. --- is ---- times the pre-issue EPS, as compared to average P/E multiple --- for the comparable companies in the industry in which the Company operates. In view of the reasons mentioned above, Company and the Lead Managers to the issue, in consultation with whom the Price has been decided, are of the opinion that the Issue Price is reasonable and justified.

57

IX. TAX BENEFITS

To,

The Board of Directors ASHIANA HOUSING LIMITED 5F, Everest, 46/C, Chowringhee Road Kolkata-700071 We, the statutory auditors of ASHIANA HOUSING LIMITED hereby confirm that the attached annexure details the generally available tax benefits to the Company and its shareholders under the Income Tax Act, 1961. The tax benefits available to the “Company” and its Shareholders are as under the current tax law presently in force in India. Several of these benefits are dependent on the Company or its shareholders fulfilling the conditions prescribed under the relevant tax laws. Hence, the ability of the Company or its shareholders to derive the tax benefits is dependent upon fulfilling such conditions, which based on business imperatives the Company faces in the future, the Company may or may not choose to fulfill. The benefits discussed in the Annexure are not exhaustive. This statement is only intended to provide general information to the investors and is neither designed nor intended to be a substitute for the professional tax advice. In view of the individual nature of the tax consequences and the changing tax laws, each investor is advised to consult his or her own tax consultant with respect to the specific tax implications arising out of their participation in the issue. We do not express any opinion or provide any assurance as to whether:

i. The Company or its shareholders will continue to obtain these benefits in future; or

ii. The conditions prescribed for availing of these benefits have been / would be met with.

The contents of this Annexure are based on the information, explanations and representations obtained from the Company and on the basis of our understanding of the business activities and operations of the Company and interpretations of the current tax laws.

For B. CHHAWCHHARIA & CO. Chartered Accountants

(Ketan Chhawchharia)

Partner

Membership No: 63422

Place: Kolkata Date :6th June, 2009


58

STATEMENT OF POSSIBLE BENEFITS AVAILABLE TO THE COMPANY AND ITS SHAREHOLDERS

The tax benefits listed below are the possible benefits available under the current tax laws in India. Several of these benefits are dependent on the Company or its Shareholders fulfilling the conditions prescribed under the relevant tax laws. Hence the ability of the Company or its Shareholders to derive the tax benefits is dependent upon fulfilling such conditions as may be prescribed under the relevant sections of the Income tax Act, 1961.

I. SPECIAL TAX BENEFITS

The following Special tax benefits shall be available to the Company:

A. BENEFITS AVAILABLE UNDER THE INCOME TAX ACT, 1961

1. Deduction under Section 80IB

The Company is eligible to deduction under section 80IB sub clause 10 of the Act in respect of the profits and gains derived from developing and building housing projects on complying with the conditions specified in the said section.

II. GENERAL TAX BENEFITS

The following tax benefits shall be available to the Company and the prospective shareholders under Direct Tax Laws:

A. BENEFITS AVAILABLE UNDER THE INCOME TAX ACT, 1961

� TO THE COMPANY

1. Dividends exempt under Section 10(34)

Dividends (whether interim or final) declared, distributed or paid by a domestic company for any assessment year commencing on or after April 1, 2003 are exempt in the hands of the Company, in its capacity as shareholder, as per the provisions of section 10(34) of the Act, if the same is subject to dividend distribution tax under section 115O of the Act.

2. Income from units of Mutual Funds exempt under Section 10(35)

The Company will be eligible for exemption of income received from units of mutual funds specified under Section 10(23D) of the Act, income received in respect of units from the Administrator of specified undertaking and income received in respect of units from the specified company in accordance with and subject to the provisions of Section 10(35) of the Act.

3. Taxation of Capital Gains

Under section 10(38) of the Act, capital gain arising from the transfer of a long term capital asset, being equity shares in a company or unit of an equity oriented fund held for a period of more than 12 months is exempt from tax, provided such transaction is chargeable to securities transaction tax.

In accordance with the section 48 of the Act, capital gains arising out of sale of long-term capital assets shall be computed after indexing cost of acquisition / improvement. According to provisions of section 112(1)(b) of the Act, such gain shall be taxed at the rate of 20% (subject to surcharge and education cess as applicable). Further as per proviso to section 112(1), long term capital gains on transfer of any securities [as defined in clause (h) of section 2 of the Securities Contracts (Regulation) Act, 1956] computed without indexation of cost of acquisition, would be taxed at concessional rate of 10% (subject to surcharge and

59

education cess as applicable) and in that case any excess tax payable computed according to section 48 / 112(1)(b) of the Act shall be ignored for the purpose of determining the tax payable by the assessee. As per section 111A of the Act, short term capital gain arising from transfer of an equity shares in a company listed on a recognized stock exchange or a unit of an equity oriented fund would be taxable at 15 percent (subject to surcharge and education cess as applicable), in cases where securities transaction tax has been paid as per Chapter VII of the Finance (No.2) Act, 2004.

4. Depreciation under Section 32

Under section 32 of the Act, the Issuer is entitled to claim depreciation at the prescribed rates on specified tangible and intangible assets used by the Issuer for the purposes of its business and subject to other conditions listed in the Act. Unabsorbed depreciation, if any, for an assessment year can be carried forward and set off against income from any other source in the subsequent assessment years as per section 32 subject to the provisions of section 72(2) and section 73(3) of the Act.

5. Preliminary Expenses under Section 35D

In accordance with and subject to the provisions of section 35D of the Income Tax Act, the Company will be entitled to amortise, over a period of five years, all expenditure in connection with the proposed Rights issue subject to the overall limit specified in the said section.

6. Credit of Minimum Alternate Tax paid

As per the provisions of section 115JAA (1A) of the Act tax credit shall be allowed for any Assessment Year commencing on or after April 01, 2006. Credit eligible for carry forward is the difference between MAT paid and the tax computed as per the normal provisions of the Act. The credit is available for set off only when tax becomes payable under the normal provisions and that tax credit can be utilized to set-off any tax payable under the normal provisions in excess of MAT payable for that relevant year. Such MAT credit shall not be available for set-off beyond 5 years succeeding the year in which the MAT credit initially arose. However, as per Finance Act 2006 MAT credit can be set-off upto 7 years succeeding the year in which the MAT credit initially arose in respect of tax paid under MAT for FY 2006-07 onwards.

7. Carry forward of business loss

As per provisions of section 72 of the Act, the company is entitled to carry forward business losses for a period of 8 consecutive assessment years commencing from the assessment year when the losses were first computed and set off such losses from income chargeable under the head “Profits and gains from business or profession”. As per the provisions of section 74 of the Act, the company is entitled to carry forward losses under the head capital gains for a period of 8 consecutive assessment years commencing from the assessment year when the losses were first computed. Short term capital losses can be set off against any income chargeable under the head “capital gains”; long term capital losses can be set off only against long term capital gains.

8. Deduction under Section 80G

As per section 80G of the Act, the Company is entitled to claim deduction of a specified amount in respect of eligible donations subject to the fulfillment of the conditions specified in that section.

9. Exemption under section 10(2A)


60

As per Section 10(2A) of the Act, share of profit from a partnership firm which is separately assessed, is exempted in the hands of the company, in the capacity as a partner.

10. Deduction under section 24

As per section 24 of the Act, the Company is entitled to claim deduction from Income from House Property of (1) a sum equal to thirty percent of the anuual value and (2) Interest on borrowed capital used for acquiring, constructing, repairing, renewing or reconstructing house property, subject to certain conditions as specified in the said section.

� TO RESIDENT SHAREHOLDERS

1. Exemption under Section 10(34)

Dividends (whether interim or final) declared, distributed or paid by the Company for any assessment year commencing on or after April 1, 2003 are exempt in the hands of shareholders as per the provisions of section 10(34) of the Act, if the same is subject to dividend distribution tax under section 115O of the Act.


Under section 10(38) of the Act, capital gain arising from the transfer of a long term capital asset, being equity shares in a company or unit of an equity oriented fund held for a period of more than 12 months is exempt from tax, provided such transaction is chargeable to securities transaction tax. In accordance with the section 48 of the Act, capital gains arising out of sale of long-term capital assets shall be computed after indexing cost of acquisition / improvement. According to provisions of section 112(1)(b) of the Act, such gain shall be taxed at the rate of 20% (subject to surcharge and education cess as applicable). Further as per proviso to section 112(1), long term capital gains on transfer of any securities [as defined in clause (h) of section 2 of the Securities Contracts (Regulation) Act, 1956] computed without indexation of cost of acquisition, would be taxed at concessional rate of 10% (subject to surcharge and education cess as applicable) and in that case any excess tax payable computed according to section 48 / 112(1)(b) of the Act shall be ignored for the purpose of determining the tax payable by the assessee.

As per section 111A of the Act, short term capital gain arising from transfer of an equity shares in a company listed on a recognized stock exchange or a unit of an equity oriented fund would be taxable at 15 percent (subject to surcharge and education cess as applicable), in cases where securities transaction tax has been paid as per Chapter VII of the Finance (No.2) Act, 2004.

� TO NON RESIDENTS/ NON-RESIDENT INDIAN SHAREHOLDERS (OTHER THAN

MUTUAL FUNDS, FIIS AND FOREIGN VENTURE CAPITAL INVESTORS)



61


Under section 10(38) of the Act, capital gain arising from the transfer of a long term capital asset, being equity shares in a company or unit of an equity oriented fund held for a period of more than 12 months is exempt from tax, provided such transaction is chargeable to securities transaction tax. In accordance with the section 48 of the Act, capital gains arising out of sale of long-term capital assets shall be computed after indexing cost of acquisition / improvement. According to provisions of section 112(1)(b) of the Act, such gain shall be taxed at the rate of 20% (subject to surcharge and education cess as applicable). Further as per proviso to section 112(1), long term capital gains on transfer of any securities [as defined in clause (h) of section 2 of the Securities Contracts (Regulation) Act, 1956] computed without indexation of cost of acquisition, would be taxed at concessional rate of 10% (subject to surcharge and education cess as applicable) and in that case any excess tax payable computed according to section 48 / 112(1)(b) of the Act shall be ignored for the purpose of determining the tax payable by the assessee. As per section 111A of the Act, short term capital gain arising from transfer of an equity shares in a company listed on a recognized stock exchange or a unit of an equity oriented fund would be taxable at 15 percent (subject to surcharge and education cess as applicable), in cases where securities transaction tax has been paid as per Chapter VII of the Finance (No.2) Act, 2004.

Where shares of the Company have been subscribed in convertible foreign exchange, Non-

Resident Indians (i.e. an individual being a citizen of India or person of Indian origin who is not a

resident) have the option of being governed by the provisions of Chapter XII-A of the Act, which

inter alia entitles them to the following benefits:

1. Under section 115E, where the total income of a non-resident Indian includes any income

from investment or income from capital gains of an asset other than a specified asset, such income shall be taxed at a concessional rate of 20 per cent (plus applicable surcharge and education cess and secondary and higher education cess). Also, where shares in the company are subscribed for in convertible foreign exchange by a Non-Resident India, long-term capital gains arising to the non-resident Indian shall be taxed at a concessional rate of 10 percent (plus applicable surcharge and education cess and secondary and higher education cess).The benefit of indexation of cost and the protection against risk of foreign exchange fluctuation would not be available.

2. Under provisions of section 115F of the Act, long term capital gains (in cases not covered

under section 10(38) of the Act) arising to a non-resident Indian from the transfer of shares of the Company subscribed to in convertible Foreign Exchange (in cases not covered under section 115E of the Act) shall be exempt from Income tax, if the net consideration is reinvested in specified assets or in any savings certificates referred to in section 10(4B), within six months of the date of transfer. If only part of the net consideration is so reinvested, the exemption shall be proportionately reduced. The amount so exempted shall be chargeable to tax subsequently, if the specified assets are transferred or converted into money within three years from the date of their acquisition.

3. Under provisions of section 115G of the Act, it shall not be necessary for a Non- Resident

Indian to furnish his return of income under section 139(1) if his income chargeable under the Act consists of only investment income or long term capital gains or both; arising out of assets acquired, purchased or subscribed in convertible foreign exchange and tax deductible at source has been deducted there from as per the provisions of Chapter XVII-B of the Act.

4. As per Section 90(2) of the Act, provisions of the Double Taxation Avoidance Agreement

between India and the country of residence of the Non-Resident/ Non- Resident India would prevail over the provisions of the Act to the extent they are more beneficial to the Non- Resident/ Non-Resident India.


62

� TO FOREIGN INSTITUTIONAL INVESTORS (‘FIIs’)



2. Taxation on Capital Gains

Under Section 10(38) of the Act, long term capital gain arising to the shareholder from transfer of a long term capital asset being an equity share in the company or unit of an equity oriented mutual fund (i.e. capital asset held for the period of twelve months or more) entered into in a recognized stock exchange in India and being such a transaction, which is chargeable to Securities Transaction Tax, shall be exempt from tax.

The income by way of short term capital gains or long term capital gains [in cases not covered under section 10(38) of the Act] realized by FIIs on sale of shares of the company would be taxed at the following rates as per section 115 AD of the Act

♦ Short term capital gains, other than those referred to under section 111A of the Act shall

be taxed @ 30% (plus applicable surcharge & education cess).

♦ Short term capital gains, referred to under section 111A of the Act shall be taxed @ 15% (plus applicable surcharge and education cess)

♦ Long Term capital gains @ 10% (plus applicable surcharge and education cess) (without

cost indexation)

It may be noted here that the benefits of indexation and foreign currency fluctuation protection as provided by section 48 of the Act are not applicable.

3. As per section 90(2) of the Act, provisions of the Double Taxation Avoidance Agreement

between India and the country of residence of the FII would prevail over the provisions of the Act to the extent they are more beneficial to the FII.

� TO MUTUAL FUNDS

As per the provisions of section 10(23D) of the Act, any income (including dividend from and income from sale of shares of the company) of Mutual Funds registered under the Securities and Exchange Board of India Act, 1992 or Regulations made thereunder, Mutual Funds set up by public sector banks or public financial institutions and Mutual Funds authorized by the Reserve Bank of India, would be exempt from income tax, subject to such conditions as may be prescribed in this behalf.

� TO VENTURE CAPITAL COMPANIES / FUNDS

In terms of section 10(23FB) of the Act, all Venture capital companies/funds registered with Securities and Exchange of India, subject to the conditions specified, are eligible for exemption from income tax on all their income, including profit on sale of shares of the Company.

63

B. BENEFITS AVAILABLE UNDER THE WEALTH TAX ACT, 1957

Shares of the Company held by the shareholder will not be treated as an asset within the meaning of section 2(ea) of Wealth Tax Act, 1957, hence no Wealth Tax will be payable on the market value of shares of the Company held by the shareholder of the Company.

C. BENEFITS AVAILABLE UNDER THE GIFT TAX ACT, 1958

Gift tax is not leviable in respect of any gifts made on or after October 1, 1998. Therefore, any gift of shares will not attract gift tax.

Notes:

• The above Statement of Possible Direct Tax benefits sets out the provisions of law in a summary manner only and is not a complete analysis or listing of all potential tax consequences of the purchase, ownership and disposal of equity shares.

• The above Statement of Possible Direct Tax benefits sets out the possible tax benefits available to the Company and its shareholders under the current tax laws presently in force in India. Several of these benefits are dependent on the Company or its shareholders fulfilling the conditions prescribed under the relevant tax laws.

• This statement is only intended to provide general information to the investors and is neither designed nor intended to be a substitute for professional tax advice. In view of the individual nature of the tax consequences, the changing tax laws, each investor is advised to consult his or her own tax consultant with respect of the specific tax implications arising out of their participation in the issue.

• In respect of non-residents, the tax rates and the consequent taxation mentioned above shall be further subject to any benefits available under the Double Taxation Avoidance Agreement, if any, between India and the country in which the non-resident has fiscal domicile.


64

SECTION - D. ABOUT THE ISSUER COMPANY The information in this section is derived from various government publications and other public

sources. Neither we nor any other person connected with the Issue has verified this information.

Industry sources and publications generally state that the information contained therein has been

obtained from sources generally believed to be reliable, but their accuracy, completeness and

underlying assumptions are not guaranteed and their reliability cannot be assured. Accordingly,

investment decisions should not be based on such information.

I. INDUSTRY OVERVIEW

THE INDIAN ECONOMY

In 1991, the Government of India initiated a series of major macroeconomic and structural reforms to promote economic stability and growth. The key reforms were focused on implementing fundamental economic reforms, deregulating industry, accelerating foreign investment and pushing forward privatisation programs in various public sector operations. Partly as a result of the reform program, India’s economy has recently registered significant growth, with GDP growth of more than 9% for last 3 years ended March 2008 and more than a decade growth of 7%+. The following table demonstrates the growth in real GDP since 2001.

Source: RBI Bulletin (October 2007)

OVERVIEW OF REAL ESTATE SECTOR IN INDIA

The Indian real estate sector plays a significant role in the country’s economy. The real estate sector is second only to agriculture in terms of employment generation and contributes heavily towards the gross domestic product (GDP). Five per cent of the country's GDP is contributed to by the housing sector. In the next five years, this contribution to the GDP is expected to rise to 6 per cent.

The term “real estate” connotes land, including the air above it and the ground below it, and any building or structures on it. It covers residential housing, commercial offices, trading spaces such as theatres, hotels and restaurants, retail outlets and industrial buildings such as factories and government buildings. Real estate involves the purchase, sale and development of land and residential and non-residential buildings. The activities of the real estate sector encompass the housing and construction sector as well.

The Indian real estate sector can be divided into the organised and unorganised segments. The unorganised segment accounts or the majority of the housing units constructed. The organised segment consists of private real estate developers and government or government-affiliated entities.

The industry is highly fragmented with most of the real estate developers having a city-specific or region specific presence. The unorganised sector comprises small builders and contractors, who primarily construct houses on a contract basis with individuals. Real estate developers in the organised sector are actively considering townships, multiplexes and shopping alls as future projects to drive their business prospects. Regional real estate players dominate the industry because there are no strong national players in the sector.

Most established players in the industry fund their projects through promoters’ contributions and intra-group loans. The developer’s ability to sell a large portion of its project in advance enables the projects to be largely self-financed, even at an early stage. The developer’s reputation also plays an important role in influencing the selling price of the projects.

65

Secondary information on the financials of developers is generally not available. However, according to industry sources, the margins on a residential property vary, depending upon the location of the project, the amenities provided and the developer’s reputation. Amenities have an impact on construction costs, while the location of the project affects land costs and selling prices.

Industry Characteristics

The real estate industry in India has the following characteristics: ♦ Capital Structure: Presently, most real estate companies are closely held companies.

Construction activities are often funded by the client, who typically makes cash advances at various stages of construction.

♦ Leasing is an option for commercial properties: Unlike the residential properties (which are

sold outright), commercial space is either leased or sold outright. Under the leasing option, the rent received from tenants form a source of recurring cash flow for the developer. Additionally, the property rights remain with the developer, enabling the property to be disposed of subsequently, if required.

♦ Contingent Liabilities: Due to project-based work, real estate companies often carry

substantial contingent liabilities in the form of guarantees in order to comply with specific client requirements.

♦ Development Risks: Profitability of each project is subject to risks of mis-pricing,

conditions adverse to the real estate market, geological conditions, management of specification changes and the outcome of competition with rival real estate companies.

♦ Credit Risk: The strength of clients from whom the receivables are being generated is

important. Real estate developers usually secure project advances from clients to keep them committed to the projects.

♦ Approvals required for real estate projects: A number of approvals are required from

regulatory authorities for real estate projects. For further details, refer to the section entitled “Government and Other Statutory Approvals” beginning on page ---- of this Draft Letter of Offer.

CURRENT SCENARIO & FUTURE OUTLOOK

The real estate sector in India has assumed growing importance with the liberalization of the economy. Developments in the real estate sector as a whole are being driven by: ♦ Increasing demand for more housing units in cities and towns because of growing

urbanization of the Indian population, a burgeoning middle class, increased disposable income, easy availability of housing finance at cheaper rates and tax incentives;

♦ Increasing demand for office space from the growing IT/ITES industry, especially BPO; ♦ Increasing demand for shopping malls from the growing retail segment; ♦ Increasing demand for multiplexes from the evolving entertainment sector; and ♦ Increasing demand for hotels and resorts from the growing tourism industry and business

travellers. ♦ These factors are also present regionally in the NCR , Jaipur, Jodhpur & Pune

Strong demand in real estate market is also expected due to common wealth games to be held in Delhi in 2010.

The Residential Sector

India continues to face an acute shortage of housing units. Based on the 10th GoI Five Year Plan (2002-2007), the housing shortage is estimated at approximately 22 million units.


66

The prime reasons behind the growth in volume in the housing segment are population growth and urbanization. Further, there is a boom in the organised urban housing segment extending to relatively prosperous rural belts. The census of 2001 indicates an urbanisation rate of 27.78%, which is expected to go up to 41% in the next 20 years (based on a population of 1.35 billion by 2021). This growing trend of urbanisation together with factors like faster growth in incomes in the middle and higher income categories, the decline in EMIs due to the fall in housing finance rates and the availability of tax incentives on housing loans are increasing the need for housing units in cities and towns. (Source: 10th Five Year Plan (2002-07).

The cost of housing as a multiple of the annual income of buyers has come down in recent years mainly because income levels have risen, while tax rates have fallen. With less tax and more income there is a greater surplus of money for people to spend. Moreover, even though interest rates had increased in the recent past and most of the leading financial institutions had raised interest rates on loans, (Source: RBI First Quarter Review of Annual Statement of Monetary Policy for the Year 2007-08 dated July 31, 2007), prevailing interest rates remain lower than previous historic levels.

The demand drivers in the residential segment are:

Changing demographics and growth in disposable incomes: Changing demographics and rising disposable incomes have spurred demand for real estate in India. Urban population has increased from approximately 220 million in 1991 to 290 million in 2001 and is expected to continue to grow at a similar pace. By 2013, India is expected to add 91 million people to the working population (aged 25-44 yrs). Over the next 20 years, the working age population is projected to grow at 1.9% per annum. (Source: Ministry of Urban Affairs, Government of

India). Favorable economic environment has led to a change in the income distribution pattern with an increasing concentration of families in the middle and higher income groups. Rising income levels and greater job creation, particularly in sectors such as business process outsourcing and insurance, is also resulting in enhanced demand for quality housing.

Source: www.censusindia.gov.in, Census Data 2001

Shift in consumer preferences from rentals to home ownership: Due to the changing demographic profile in India, there has been a steady decline in the proportion of households staying in rented premises over the years. To a certain extent, this change may be attributed to the rising income levels of the population. However, with fewer properties available to rent today and an increase in the rent charged, consumers have found it more prudent to invest in property. An upward movement in the standard of living and increased availability of housing finance are expected to fuel this trend toward a declining proportion of households staying in rented premises.

Shrinking household size: The joint family system in India is gradually giving way to nuclear families. Factors such as increasing urbanization and migration for employment opportunities are expected to cause a decrease in the size of the average Indian household.

67

Given India’s increasing population, the contraction in the size of the average household offers a positive outlook for housing demand.

Fiscal Incentives: Another major contributing factor in boosting the growth of residential housing property is income tax incentives on housing loans.

The Commercial Segment:

The commercial real estate market in India has continuously been evolving in response to a number of changes in the business environment. The IT/ ITES/ BPO sectors have been the drivers of the commercial real estate demand in the country. Large space requirements by the IT/ ITES sector has led to real estate growth being spread beyond the chief business locations to the suburban and peripheral locations of major cities. As a result, locations such as Whitefield in Bangalore, Gurgaon and Noida in Delhi, Madhapur and Gachibowli in Hyderabad, Old Mahabalipuram in Chennai and scattered pockets of Mumbai such as Malad, Andheri-Kurla, Powai and Navi Mumbai have become popular in the last four to five years.

The key to the growth of these destinations has been their ability to provide the necessary human resources base with the required skill sets, competitive business environment, operating cost advantages and quality of urban infrastructure offered.

It is expected that India will continue to be one of the preferred destinations for setting up back office operations. Consequently, the growth in the sector is expected to translate into substantially higher demand for commercial space, adding to the overall investment in real estate activities.

Investment in commercial construction is expected to increase threefold over the next 5 years from Rs. 408 billion in Fiscal 2007 to Rs. 1,179 billion in Fiscal 2011 as shown in the table below. Investments in the commercial segment are likely to be driven by office space projects, which are expected to go up from Rs. 737 billion over the next 5 years compared to Rs. 174 billion worth of investments made over the previous 5 years. Within office space construction, 70-75% of the demand comes from IT/BPO/call centres. Other key demand drivers include banking and financial services, fast-moving consumer goods (FMCG) and telecom. This dependency on IT/ITES is expected to continue due to India’s emergence as a preferred outsourcing destination, despite the emergence of China and Russia as strong contenders. Hospitals are expected to generate total construction demand worth Rs. 267 billion over the next 5 years.

Commercial Property Life Cycle

Based on the investment opportunities offered by a location, its life-cycle can be charted through four broad stages– (i) growth, (ii) equilibrium, (iii) decline and (iv) recovery. The growth stage is characterised by an increasing demand for properties in the city. More and more corporates choose to relocate their operations into the city to take advantage of the opportunities offered by it, thereby raising the occupancy rates of available properties. Consequently, the property prices as well as the rentals show an increasing trend. The growth stage is followed by the equilibrium stage. In this stage, as the demand and supply for commercial space are more or less equal, the property prices and rentals show a rising trend initially, achieve their peak levels and then flatten out.

Over a period of time, the equilibrium stage gives way to the decline stage. The decline stage is marked with decreasing occupancy levels in the city as corporates relocate their offices from the chief business locations to the suburban or peripheral locations. In light of the waning demand, the occupancy levels register a decreasing trend of growth. Also, in this stage the property prices and rentals would register a decline in growth. The decline stage is followed by the recovery stage. In the recovery stage, as the availability of properties continues to exceed their demand, this stage is characterised by low occupancy rates of city properties. The property prices are at a discount as compared to the previous stages.


68

The Retail Segment

The following factors served as key catalysts for the retail sector growth: • Growth in per capita income and household consumption; • Changing demographics and improved standards on living; • Changing consumption patterns and accessibility to low-cost consumer credit; and • Infrastructure improvement and increased availability of retail space.

Historically, the Indian retail sector has been dominated by small independent players such as the local kirana stores (traditional, small-format, neighborhood grocery stores). However, during the 1990’s, organised retail gained increased acceptance due to the changing demographic factors such as the increasing number of working women, changes in perception of branded products, the entry of international retailers into the market and the growing number of retail malls.

The size of the organised sector is expected to grow at 25-30% p.a., reaching Rs. 1,095 billion in 2010. Though the players in the organized retail segment have concentrated on larger cities in the country, retailers have announced expansion plans into towns and rural areas also. Players are entering these cities early to gain a first-mover advantage, that is, a larger customer base and a higher share of loyal customers. Over the past few years, these cities’ share of organised retail has been growing steadily.

The growth of organised retail in India will also be affected by the reported entry into the sector of major business groups such as Reliance, Bennett & Coleman, Hindustan Lever, Hero Group and Bharti. International retailers such as Metro, Shoprite, Lifestyle and Dairy Farm International have already commenced operations in the country. Rising income levels and a changing outlook towards branded goods is expected to translate into higher demand for shopping mall space, fueling strong growth in mall development activities.

India has four major metropolitan areas: Mumbai, Delhi, Kolkata and Chennai. Initially, most retail players launched their ventures in these metros. However, recently, the retail phenomenon is spreading to smaller metropolitan areas and smaller cities.

Hotels

The increase of disposable income in the hands of an upwardly mobile Indian middle class has led to a growing propensity to spend a larger portion of income on tours and travel. This factor, coupled with the changing lifestyle of the Indian population, has created demand for quality hotels across India. In addition, India is also emerging as a major destination for global tourism and business travel, which in turn is increasing the demand for hotels across India. This increasing demand for hotels across India is offering another opportunity for real estate development.

CHALLENGES FACING THE INDIAN REAL ESTATE SECTOR

♦ Lack of national reach of existing players. Considering the peculiar features of the real estate sector such as the differing tastes of population across various geographies, difficulties with respect to mass land acquisition in unfamiliar locations, absence of business infrastructure to market projects in new locations, wide number of approvals to be obtained from different authorities at various stages of construction under the local laws and the long gestation period of projects, most real estate developers in India are regionally based and active in areas where the conditions are most familiar to them. As a result, currently there are very few players in the country who can claim to have a national area of operations.

69

♦ Majority of market belonging to unorganised segment. The Indian real estate sector

is highly fragmented with a disorganized segment made up of the small builders and contractors, who account for a majority of the housing units constructed. As a result, there is a lesser degree of transparency in dealings or sharing of data across players.

♦ Demand dependent on many factors. A challenge that real estate developers face is

generating the requisite demand for the properties constructed. The factors that influence a customer’s choice in property is not restricted to quality alone, but is dependent on a number of other external factors, including proximity to urban areas, amenities such as schools, roads and water supply, each of which are often beyond the developer’s control. Demand for housing units is also influenced by policy decisions relating to housing incentives.

♦ Increasing raw material prices. Construction activities are often funded by the client,

who makes cash advances at different stages of construction. In other words, the final amount of revenue from a project is pre-determined and the realisation of this revenue is scattered across the period of construction. A significant challenge that real estate developers face is dealing with adverse movements in costs. The real estate sector is dependent on a number of components such as cement, steel, bricks, wood, sand, gravel and paints. As the revenues from sale of units are pre-determined, adverse price changes in any of the raw materials directly affect the bottom line of the developers.

♦ Interest rates. One of the main drivers of the growth in demand for housing units is the

availability of finance at low rates. Interest rates, however, have shown signs of increasing in recent months and most of the leading financial institutions have recently raised interest rates on loans (Source: RBI First Quarter Review of Annual Statement of

Monetary Policy for the Year 2007-08 dated July 31, 2007). This trend of rising interest rates may dampen the growth of demand for housing units.

♦ Tax incentives. The existing tax incentives available for housing loans are one of the major factors influencing demand. These tax incentives, however, based on recommendations of various committees and panels, are likely to be withdrawn.

♦ Depressed Capital Market Scenario & economic slowdown:- The unending euphoria

of real estate sector in India witnessed during the last few years is finally starting showing signs of ebbing. The talks of new malls, complexes, residential projects being built are all now being kept under bags. There is an overall slowdown in demand across India as has been experienced by industry players. Property prices and rentals are correcting which have led to the erosion in market capitalisation of many listed players like DLF and Unitech. The slowdown is aided by the fall in stock markets as wealth creation does not happen and there is lack of capital among investors to invest in real estate projects. Also, to adjust their share market losses, many investors are forced to sell off their real estate properties. Many residential buyers are waiting a price correction before buying a property, which can affect development plans of builders. Also with IT industry continuously experiencing a slowdown, there may be further constraints on residential as well as commercial demand since IT/ITES segment accounts for 70% of the total commercial demand. So real estate players may continue to face liquidity concerns in future due to rising costs and unfavourable stock market conditions for further capital raising.


70

II. BUSINESS OVERVIEW

Introduction:

Ashiana Housing Limited (AHL), formerly known as Ashiana Housing & Finance (India) Ltd., was incorporated in 1986 having its registered office at Kolkata, West Bengal for developing real estate. AHL received the Certificate for Commencement of Business dated 30th June 1986.

The Company is involved in residential and commercial real estate development projects ranging from integrated townships, group housing and retail and other commercial properties, hotels etc. Its operations span across all aspects of real estate development, from the identification and acquisition of land, to the planning, execution and marketing of projects.

The Company commenced real estate development business in the year 1986 and as of March 31, 2009, it has completed more than 22 projects including 5 commercial projects and further 6 (six) projects are under execution at various stages.

As of March 31, 2009, the Company has access to land reserves of approximately 72.255 acres representing approximately 47.50 lacs sq. ft. of saleable area.

The company since inception has completed more than 22 projects in housing & commercial segment at different locations some of which are as detailed below:-.

Sl.

No.

Name of the Project Locality/

Location Nature of Project Approx.

Built-up Area (sq. ft.)

Cost of the

Project (Rs. in Lacs)

Year of

Completion

1 Ashiana Gulmohar Park Bhiwadi, ALwar (Raj)

Residential Apts and Bunglows

268200 1045.90 1998

2 Ashiana Bageecha

Bhiwadi, Alwar (Raj)

Residential Apts 250000 900 1996

3 Ashiana Enclave

Jamshedpur Residential Apts 225000 877.5 2001

4 Ashiana Gardens Bhiwadi, Alwar (Raj)

Residential Apts 630000 508.74 2003

5 Ashiana Rangoli Bhiwadi, Alwar (Raj)


6 Ashiana Villas Bhiwadi, Alwar (Raj)


106520 689.74 2005

7 Ashiana Suncity Jamshedpur Residential Apts and Bunglows

298257 391.45 2003

8 Ashiana Greenhills Neemrana, (Raj)


203116 1802.37 2007

9 Ashiana Utsav

Bhiwadi (Raj.)


10

Ashiana Woodland

Jamshedpur


358220 2535.82 2009

11

Ashiana Residency Greens

Jamshedpur

Residential Apts

190000 853.18 2006

12 Ashiana Greens

Bhiwadi, Alwar( Raj)


Apart from above, the Company has projects under construction and on drawing board stage given as under:-

Details of projects of AHL under construction

Projects of AHL under construction

Sl.

No. Name of the project

Area in

Acres Registration Status

Estimated

Saleable Area

Estimated Cost of

the project Cost incurred till 31.03.2009

Projected

Completion Date

Current Status

(% of Completed

Construction)

1 Ashiana Aangan Phase - I, II and III

Village Saidpur, Tehsil Tizara,

District Alwar, Rajasthan

16.72 Acres

This land is registered in the name of AHL. This is a residential land and AHL has launched group housing project.

12.70 Lacs sq. ft.

Rs. 13,121.60 Lacs (Phase -I = 435,200 sq. ft. @ Rs. 1000/- Phase II & III 835200 sq. ft. @ Rs. 1,050/-)

Rs. 4,468.46 Lacs (Phase -I = Rs. 3030.33 Lacs Phase- II= Rs. 1324.16 Lacs Phase -III= Rs. 113.97 Lacs)

Phase -I = June 2009 Phase- II= December, 2009 Phase -III= June, 2010

Phase I since beien completed Phase- II= 70% Phase -III= 30%

(As on 31.03.2009)

2 Ashiana Utsav - Lavasa (Maharashtra) Village Dasve, Taluka

Mulshi, District Pune, Maharashtra

31.02 Acres

The entire land is registered in the name of AHL vide lease deed dated 14th November, 2008. AHL has framed a retirement project named Ashiana Utsav comprising villas and flats. This is a residential land.

6.50 Lacs sq. ft.

Rs. 9,100.00 Lacs

Rs. 37.29 Lacs

Phase -I= June, 2011

Other phases not launched yet.

Construction at the plinth level

stage.

Projects of AHL running under joint development rights

Sl.

No. Name of the Project

Area in

acres Registration Status

Estimated

Saleable

Area

Estimated Cost of

the project Cost incurred till

31.03.2009

Projected

Completion

Date

Current Status

(% of

Completed Construction)

1 Ashiana Brahmananda

Brahmanand Land

Mauza Tamulia, P.S. Chandil,

Pargana Saraikela District,

Saraikela-Kharsawan, Jharkhand

8.69 Acres

This land is registered in the name of Bhartiya Yuga Vasishtha Sangha. AHL has entered into an agreement dated 28th October, 2008. This land is to be registered in the name of AHL as per the schedule mentioned in the Agreemnt dated 28th October, 2008. The company has obtained possession of land by virtue of agreement dated 28th October, 2008 and has started developing the said land as group housing project. This is a residential land. The company is acquiring land through Revenue Sharing arrangement whereby Rs. 1.5 Crore , to be adjusted against share of revenue, have already been paid. Revenue share of AHL is 80%.

4.32 Lacs sq. ft.

Rs. 3456.00 Lacs

Rs. 31.81 lacs Oct 2012

Ground level boundry wall are

being constructed.

Projects of AHL running in Joint Venture

Sl.

No. Name of the Project

Area in

acres Registration Status

Estimated Saleable

Area

Estimated Cost

of the project Cost incurred till

31.03.2009

Projected

Completion

Date

Current Status

(% of

Completed

Construction)

1 Ashiana Amarbagh

Ashiana Amar Developers

Phase – I, IA & II Village -Kudi

Bhagtasani, Pali Road, Jodhpur

10.29 Acres

All this land is registered in the name of Miras Properties (P) Ltd. Order under section 90B of Rajasthan Land Revenue Act, has been obtained. Patta is awaited. AHL entered into a partnership with Miras Properties (P) Ltd. and others for development of 4.02 acres of land. This is a commercial land.

2.56 lacs sq. ft. Calculated as follows: Phase - I=1.48lacs

sq. ft.; Phase IA= 0.71lacs

sq. ft.; Phase -II = 0.37 lacs

sq. ft.

Rs. 2,432.76

Lacs (256080

.sq. ft. @ Rs. 950/-)

Rs. 1,255.47 Lacs (Phase -I = Rs. 1008.68 Lacs

Phase- II= Rs. 187.98 Lacs

Phase -III= Rs. 58.81 Lacs)

Phase1 Dec 2009 Phase II June,

2010

Phase -I = 70% Phase- II= 30% Phase -III= 20%

(As on 31.03.2009)

2 Ashiana Amarbagh


Other Phases Village -Kudi

Bhagtasani, Pali Road, Jodhpur

12.91 Acres

-Do- 2.77 lacs sq. ft.

Rs. 2,628.79

Lacs (276715 sq. ft. @ Rs. 950/-)

N.A Yet to be launched

No construction started

3 Ashiana Greenwood Village Todi,

Ramjanipura, Patwar Circle Jagatpura, Tehsil Sanganer,

Jaipur

3.757 Acres

The land is registered in the name of Ashiana Greenwood Developers (AGD), a partnership firm. AGD is a partnership firm formed by AHL with M/s. Shubhlabh Buildhome (P) Ltd. This land had been purchased in the firm to develop it as a group housing project.

3.62 Lacs sq. ft.

Rs. 4,163.00

Lacs (362000 sq. ft. @Rs. 1150/-)

Rs. 1,399.55 Lacs (Phase- Rs. 1003.44 Lacs, Phase-II Rs.

3,96.10 Lacs)

Phase -I= December, 2009 Phase -II: June,

2010

Phase 1 =43% Phase ii=28%

Projects run by ARVL a subsidiary of AHL

Estimated Saleable

Area

Estimated Cost of the project Cost incurred till

31.03.2009

Projected Completion

Date

Current Status (% of

Completed

Construction)

1. Ashiana Village Centre

Bhiwadi 0.93 Acres

This is a commercial land registered in the name of AHL. ARVL entered into an agreement dated 28th February, 2005 with AHL for development of this land as Shopping cum Office Complex cum Hotel on revenue sharing arrangement.

0.68 Lac sq. ft.

1369.00

Rs. 595.00 lacs

Dec 2009 43.56%

Projects run by ARVL a subsidiary of AHL under joint venture

Estimated Saleable

Area

Estimated Cost

of the project Cost incurred till

31.03.2009

Projected

Completion

Date

Current Status

(% of

Completed

Construction)

1. Comfort Homes & Villas

Ashiana Mangalam Kalwar Road, Gram

Machwa, Tehsil & Dist Jaipur

7.83 Acres

ARVL has entered into partnership dated 01st May, 2006 with Smt. Rajkumari Garg and Smt. Sangeeta Agarwal and other partners for development of project for comfort homes & villas on this land. This is residential project.

2.15 Lacs sq. ft.

Rs. 2039.46 lacs

Rs 1544.00 lacs May, 2009 Since been completed

2

Ashiana Utsav – Jaipur (Phase – I)

Kalwar Road, Village Machhwa, Jaipur

2.858 Acres

The land is registered in the name of Smt. Rajkumari Garg and Smt. Sangeeta Agarwal ARVL has entered into partnership dated 01st May, 2006 with Smt. Rajkumari Garg and Smt. Sangeeta Agarwal and other partners for development of a residential project namely "Ashiana Manglam "on this land. This is residential project.

1.54 lacs sq. ft.

Rs. 1,463.00 lacs (i.e 154000 sq. ft. @ Rs. 950/-) Rs. 543.36 Lacs Dec 2009 40%

3 Ashiana Utsav – Jaipur (Phase – II, III & IV) Kalwar Road, Village Machhwa, Jaipur

5.48 Acres

- Do - 2.16 lacs sq. ft.

Rs. 2,049.63 lacs calculated @ Rs.

950/-

Rs. 70.70 Lacs June, 2011 3.45%

The company over the years has achieved the competitive strength in the following areas:

a) Quality of its Construction. b) Access to skilled labour. c) Strong and efficient project management and delivery model. d) Ability to construct innovative structures. e) Qualified and experienced management team. f) Ability to identify emerging trends in customer requirements. g) Standardisation and documentation of internal processes. h) Wide networking of in-house marketing team.

The basic needs of every human being are food, shelter and clothes. The problem of food and clothes are already solved to some extent by modern methods and improved technology. Therefore, the order of priority now would be shelter, food and clothes. PROCESS OF BUSINESS

The company is mainly engaged in real estate development which includes location identification, site selection, land acquisition, planning, construction activity & marketing. The business process contains the following stages: 1. Location short listing 2. Site / Land identification 3. Price negotiation with vendor 4. Legal due diligence 5. Execution of development agreement/POA/Sale Deed 6. Selection of Architects 7. Approval of Drawings 8. Statutory clearances 9. Selection and appointment of various agencies 10. Project planning & monitoring 11. Project marketing 12. Handing over

Location Short Listing

Identification of the appropriate location is the key to the success in the real estate development activities. The Company mainly targets Middle Income Group (MIG) & Upper Middle Income Group (UMIG). The UMIG group are generally those having engaged in high profile jobs in IT/ ITeS, Pharmaceutical, Engineering and other industries. The Company has found over the years that, these are the areas where development takes place fast and the market is a growing one for housing construction. The Company’s corporate planning team gathers data on various areas in the city and accordingly location is short-listed. In MIG category, Company has initiated and developed several projects so as to provide good quality housing construction projects to large masses at reasonable/ affordable cost.

Land Identification

Once the location is identified, the corporate planning team collects the town-planning map wherein the details of the land as industrial, agricultural, residential, etc. are available. From the town planning map, areas are selected and the corporate planning team takes the assistance of the local brokers for selection of the site. The corporate planning team headed by senior management personnel visits the site, make a study of the land, surroundings, and environment and also hold informal meetings with the local residents to collect information on any disputes which may not be available on paper. The availability of infrastructure facilities like market place, schools, hospitals etc. are also looked into. After this exercise, an architect report is obtained wherein the details of various statutory approvals that are to be obtained, soil quality, water availability, etc. are indicated.


74

Price Negotiation with Vendor

Once the architect’s satisfactory report is obtained, the site is considered to be fit for development. The landowners are called for price negotiation. The Company works out the land cost based on the selling price of apartment in the area adjusted for construction cost, marketing cost and finance cost and states the bench mark figure above which prices are not negotiated. If the Company decides to buy the land from vendor on an outright purchase basis the entire payment will be paid to the vendor/ landlord. But if the Company gets only development rights from the landlord then payment will be made as per the terms & conditions of the development agreement. In such cases the Company gets a power of attorney in its favour authorising it to develop, mortgage and sell the property.

Legal Due Diligence

The company’s advocate makes a 30 years search in the Land Record Office to know the subsisting encumbrance (called 7 /12 extract) and ensures that the vendor has clear marketable title to the property.

Execution of Power of Attorney and Joint Venture Agreement / Sale Deed

Once the prices are negotiated, and preliminary legal clearance is given by the Company’s advocates a Memorandum of Understanding (MoU) is entered between the Company & owners after paying a token advance to the owner. On receipt of the advance money the owner agrees to enter into agreement with the Company, which is subject to totally clear legal title. Thereafter, the legal scrutiny of the documents is taken up. Upon the receipt of the legal report the Company enters into necessary agreement and also takes a Power of Attorney in its favour authorising the company to mortgage sell or develop the property. Selection of Architects

As soon as the development agreement is executed and Power of Attorney is obtained, the architect is selected. For this purpose, the Company identifies architects who are well known in the city where the property is developed.

Approval of Drawings

The architect selected is entrusted with the assignment of preparing the primary drawings for discussions. The primary drawings are evaluated and discussed in a meeting with the Engineering Department, Planning Department, Marketing Department and Maintenance Department, so that, the plans are evaluated from the angle of cost and market acceptability. After discussion the architects incorporate all the agreed suggestions and modifications and submit revised drawings which are deliberated upon for all minor details. Upon approval of the revised drawings, the architect prepares 3 sets of drawings as under: i. Working drawing for execution ii. Marketing drawing for sales iii. Drawings for the approval by legal authorities /Statutory Authorities

Statutory Clearances

Various statutory clearances are obtained for each project. The details of various clearances required are mentioned in the section titled ‘Government Approvals’ beginning on page no. [*] of this Letter of Offer.

Selection and Appointment of various agencies

The Company has various agencies on its panel for execution of petty works as per requirement.

Project Planning & Monitoring

While the statutory approvals/sanctions are in the process and various agencies appointed, the company makes a budget. This contains the following: i. Budget of materials with all tolerances ii. Pert Chart for execution iii. Finance/quantitative budgets iv. Daily reporting format from the site v. Bill of quantity

75

vi. Scheduling vii. Material Planning viii. Resources Planning The Projects are monitored by Project Manager assisted by Site Engineers on a day-to-day basis to ensure timely supply of materials, proper usage of the materials and progress of work as per the project schedule.

Project Marketing

The Company set apart a portion of its revenue for corporate image building by means of Advertisements in News Paper and other local media. Project wise marketing is also undertaken by the Marketing Department headed by Mr. Atma Sharan, GM (Sales & Marketing). The Marketing Department organizes exhibition, newspaper advertisements, e-mail, SMS particularly giving the details of the new project etc.

Handing over

The Company normally completes projects as per schedule and on completion of all formalities by the customer, the possession of the dwelling i.e. apartments/ bungalows is handed over. OUR LAND RESERVES

An important element of our ability to develop residential and commercial projects is our ability to find suitable land for housing development. We actively attempt to identify and acquire land that may be available for sale in areas in which potential customers are interested in residential or commercial projects or in areas in which we foresee future economic and community development.

We continually search for new development rights or land to acquire. At any given time, we hold development rights, title or other interests in a number of land parcels as to which we have not yet sought construction commencement certificates. As of March 31st, 2009 this land, its location, our present interest in the land, the Saleable Areas we expect to be able to develop on such land, the total areas of such land and the entities through which we expect to develop such land are as set forth in the table below. Land Reserves Present Interest Expected

saleable area (in Sq. Ft.)

Land Area ( In

Acres)

Total Cost of Land (in

Rs.lacs)

Balance amount payable towards LAND ( in Rs. Lacs) as on

30.04.2009

Entity

Ashiana Angan Phase-4 Village-Saidpur Tehsul Tizara Dist Alwar Rajasthan

The Land is registered in the name of AHL. Order u/s 90B of Rajasthan Land Revenue Act is obtained by the Company.

4.40 lacs 6.05 219.41 Nil AHL

Milakpur Land Village Milakpur Dist Alwar,Rajasthan

The Land is registered in the name of AHL. This is an agricultural land proposed to be converted for residential project.

31.00 lacs

40.625 338.97 Nil AHL

Tanawada Land Village Tanawada Jodhpur Tanawada

Sale deeds in respect of 313 nos. of plots are registered in the name of AHL. Residential land pattas have been obtained. AHL has entered into an MOU with Mr. Dilip Singhvi of Jodhpur dated 18.04.2007 for development of 302 bighas land at Jodhpur. As per MOU, AHL has agreed to purchase 111 bighas of land and executed a Joint Venture for the balance of 191 bighas of Land. These 313 nos of plots are part of 111 bighas of land, which AHL has agreed to purchase.

4.70 lacs 10.92 552.36 Nil AHL


76

Land Reserves Present Interest Expected

saleable area (in Sq. Ft.)

Land Area ( In

Acres)

Total Cost of Land (in

Rs.lacs)

Balance amount payable towards LAND ( in Rs. Lacs) as on

30.04.2009

Entity

TATA Land Village Sonari Jamshedpur (Jharkhand)

AHL has taken limited possession of Land pending registration of sub lease deed in its favour. This is a leasehold land with remaining lease period of 17 years. Lease has to be renewed after every 30 years. This is a commercial land.

1.70 lacs 1.95 --- --- AHL

Ashiana Amar Infrastructure Village-Kudi Bhagtasani Pali Road, Jodhpur

The Land is registered in the name of Miras Properties (P) Ltd. Order under section 90B, of Rajasthan Land Revenue Act has been obtained. Patta ia awaited. AHL has entered into a partnership with Miras Properties (P) Ltd. & others for development of 4.02 acres of Land. This is a commercial Land.

1.00 lacs 4.02 140.00 ---- AHL under Joint

Venture

Brahmanand Land Mauza Tamulia, P.S Chandil, Pargana Saraikela Dist:- Saraikela- Kharsawan, Jharkhand

This Land is registered in the name of Bhartiya Yuga Vasishtha Sangha. AHL has entered into an agreement dated 28th October 2008. This land is to be registered in the name of AHL as per the schedule mentioned in the agreement dated 28th October 2008. Company has obtained possession of land and has started developing the said land as group housing project. This is a residential land. The Company is acquiring land through revenue sharing agreement whereby Rs 1.50 crores to be adjusted against share of revenue, have already been paid.Revenue share of AHL is 80%.

4.70 lacs 8.69 ---- ---- AHL has development Rights. AHL will develop this land on revenue sharing basis.

TECHNICAL KNOWHOW

The Promoters themselves are well experienced in its line of activity and hence do not need any technical collaboration. The Company has on its rolls well qualified and experienced persons to take care of all aspects.

SWOT ANAYLSIS (as estimated by the management)

STRENGTH

1. The promoters/directors/key managerial person of the company and other technical staff are well experienced in this line of activity and have built a dedicated and competent team over a period of time.

2. The company has adequate tools, equipments, plant & machinery purchased over the years to undertake execution of projects.

3. The company is well equipped to speed up the execution of projects/ contracts within the time frame Schedule.

WEAKNESS

1. The Company is yet to undertake major projects in other parts of the Country other than the NCR Region, Jaipur, Jodhpur & Jamshedpur etc.

2. The sector in which the Company operates requires huge amount of working capital and a high net worth to enable it to proceed for bigger projects.

77

OPPORTUNITIES

1. Increasing demand trend in the real estate sector provides unprecedented opportunity for the company.

2. With the rising income level and good economic development all around, the demand for the housing sector is posed for excellent growth.

THREATS

1. The company has to face competition from large domestic as well as Multinational Companies in real estate sector.

2. Any change in the government policy including policies in respect of available tax benefits may pose a threat to the growth of real estate sector.

Competitive Strengths

Our principal competitive strengths include the following: Quality of our Construction

We believe that the quality of our construction differentiates us from other real estate developers. We place a special emphasis on ensuring that our quality standards are adhered to at every stage of a project and for every product provided to a client. Our quality standards are documented and our work force is trained to ensure our quality standards are met. Access to skilled labour

Our well-trained and skilled workforce is a key strength. Our ability to recruit, train and retain skilled labour is critical for us to meet our growth plans and also to meet any immediate need for skilled labour in the future. Strong and efficient project management and delivery model

We believe that we have been successfully able to complete projects in a timely and cost efficient manner without compromising on quality due to our project management and delivery model. The conceptualisation, design and project management aspects of our project are centralised with our planning and project management team. This centralised team acts like a control-cum-coordination cell for all projects under execution by us. On the other hand, the delivery of our project which includes execution, project level costing and ensuring adherence to the delivery schedule, is decentralised at the project-manager level located at the project sites. Such a project management and delivery model enables us to scale-up our operations by optimal utilization of resources available with us.

Ability to construct innovative structures

We have the ability to construct modern and innovative structures that customers demand. We benefit from our significant experience in design and construction, our unique backward integration model and our skilled design and construction team. We possess requisite strengths at each stage of the project, right from the conceptualization stage to the construction and delivery of the project. We are having well developed in house team for architectural and design, mechanical, engineering, plumbing, structural and project planning, interiors & project management for providing their expertise and uninterrupted delivery of products and services.

We are the first to bring retiral housing to India in a planned manner

As the real estate space has gotten extremely crowded, the need to innovate is ever increasing. The market is more competitive than ever before and differentiated products that serve specific needs can provide the advantage needed in the market place. We entered into the specialized segment of retirement housing with Ashiana Utsav, India’s first retirement resort at Bhiwadi. First retirement resort of 640 families (a Rupees 100 Crore project) near Delhi is ready and operational. Retirement resort at Jaipur & Lavasa at Pune is under construction both named “Ashiana Utsav”. Success of theme-based residential projects like retirement housing for seniors has strengthened our belief that retirement communities are very much needed and desired by the people in the country. We are filled with excitement to provide senior citizens with lifestyle products, which


78

enable them to enjoy their life with dignity. We will take this business all over India as the concept becomes popular.

Qualified and experienced management team

We believe that our qualified and experienced management and technical teams have contributed to growth of our operations and the development of in-house processes and competencies. Mr. Om Prakash Gupta, our Managing Director is a Civil Engineer, from the renowned BITS, Pilani (69 batch) and has a Masters from Louisiana State University (USA). A true entrepreneur who is also a visionary, he charted the growth of the company from Patna to Jamshedpur, Delhi NCR (Bhiwadi, Ghaziabad, Greater Noida and Gurgaon) and now to Jaipur, Jodhpur & Lavasa and, has almost 3 decades of experience in the real estate and construction industry. Our technical teams brings with it extensive experience in design, engineering, marketing and construction of projects. Our senior management team that is in charge of operations, finance, sales and marketing, business development and strategic planning has extensive experience in the industry. We believe the strength and quality of our management team has been instrumental in implementing our business strategies. We have reasonably expanded our Board by appointing four independent members who we believe will bring significant business experience to the Company in areas of engineering, management, real estate, banking and finance & legal. Our standardised and documented internal processes.

Under the guidance of our Chairman, we have documented our internal processes and methodologies which ensure that each department and each employee of our Company are aware of their respective roles and obligations, and each activity of construction and development is as per the standards of quality that we have set for ourselves. This also ensures uniformity in all our proceses. We have access to well developed in-house marketing team

We have an in-house sales and marketing team in our head office that interacts directly with customers and real estate investors. The marketing team specializes in the direct marketing of our residential projects. Additionally, we have an in-house land sourcing team that specializes in the sourcing of lands. We believe that our sustained and structured marketing effort over the cycle of a project results in the broad exposure of our products to target audiences.

Business Strategy

The key elements of our business strategy include the following: Expand into new geographical areas

Our residential development activities have been focused on Bhiwadi, Neemrana, Patna and Jamshedpur and our geographical expansion and real estate development plan has already taken us to Jaipur, Jodhpur & Pune.

Diversifying the portfolio of projects undertaken by us

We intend to diversify the portfolio of projects undertaken by us by developing hotels, malls, multiplexes and shopping complexes. Our strategy is to position ourselves to capitalize on the development and construction opportunities generated by various sectors of the Indian economy. Maintain high standards of quality

We believe that we have developed a reputation for consistently developing projects known for innovativeness, quality and delivery in a timely manner. We intend to continue to focus on innovation and quality project execution in order to maximize customer’s satisfaction. We also intend to continue to further enhance our architectural, design, construction, and development capabilities to enable us to provide innovative, modern and quality products and services to our customers.

79

Offer a broad range of ‘Ashiana’ products

Our core business is the development of residential property. We regularly try to come out with innovative concepts. We are the pioneer to bring the concept of retiral housing in India at Bhiwadi and the project fully completed has received overwhelming response. Considering this, the Company has launched the similar projects at Jaipur and Lavasa, Pune.

SALES

Our sales efforts begin as soon as practicable after we enters into an agreement to acquire land. We typically builds furnish and landscape model units for each residential project and maintain on-site sales offices. We generally open an on-site sales office before the construction of the model unit is completed. This on-site sales office is utilized to commence the sales process to potential customers. We generally sell our developments through sales representatives who typically work from the sales offices located at respective sites. We are generally able to sell a portion of our inventory on a pre-development basis, thereby reducing the amount of external capital needed to complete improvements.

MARKETING AND POST – COMPLETION

Our marketing department is responsible for procuring customers, for sales, for the units in our developments and for conducting pre-sales. We market units through marketing techniques such as newspaper. We have not engaged on an exclusive basis the services of any real estate brokerage or mortgage lender in connection with the sale or lease of our developments. A significant number of our residential development units are pre-sold prior to completion of the development. In connection with pre-sales of residential units, we require that customers must pay advances on the purchase price, which advances our residential customers are required to increase in amount as it progresses through various milestones or stages of construction of its residential unit. Our marketing department is responsible for the booking of sales once customers are identified and collects all customer deposits. We seek to foster good relations with our customers and to keep in touch with them by sending periodic newsletters and mail pieces.

OUR COMPETITOR

We face significant competition from other entities engaged in the real estate development business, many of which undertake projects similar to ours in the same regional markets in which our projects are located. Our competitors include large and small real estate developers who are active in the regions where we operate. We currently face competition from domestic real estate developers. As a consequence of the relaxation of FDI policy for the real estate sector, we expect to face competition from international real estate developers as well. Moreover, as we seek to diversify in respect of our products and geographic locations, we face the risk that some of our competitors may be better known in other markets, enjoy better relationships with local land owners and international joint venture partners, gain earlier access to information regarding attractive parcels of land and be better placed to acquire such land.

HUMAN RESOURCES

We believe that our employees are key contributors to our business success. Our work force consists of (i) our permanent employees, (ii) consultants who are engaged by us on a contractual basis to assist in the architectural and structural design of our projects and (iii) contractors who are engaged by us on a contractual basis and who employ labourers to work at project sites. In order to engage contract labourers for projects sites we are required to register under the Contract Labour (Regulation and Abolition) Act, 1970 and the Building and Other Construction Workers (Regulation of Employment and Conditions of Service) Act, 1996 for which we are taking suitable steps for registration. For further information, see “Risk Factors – We are required to


80

register under the Contract Labour (Regulation and Abolition) Act, 1970 (“the CLA”) and the Building and Other Construction Workers (Regulation of Employment and Condition of Services) Act, 1996” beginning on page (---) of this Letter of Offer.

Our permanent employees include personnel engaged in land sourcing, land acquisition, design, construction, marketing, finance, administration and legal. The table showing the number of employees in the Company and its subsidiaries category wise are as follows:-

No. of Employees Category / Department

AHL ARVL VML

Engineering 61 - - IT (Information Technology) 5 2 - Legal (& Secretarial) 4 1 - Marketing 18 - - Resale & Rentals - 5 - Office Administration 77 12 - H. R. (Human Resource) 2 - - Purchase 20 - - Architectural 2 - - Accounts & Finance 18 3 5 Maintenance & Others 18 7 51 - Total No. of Employees 225 30 56

Our employees are not represented by any unions and they do not have collective bargaining agreements. We believe that our relationship with our employees is good. We provide customary employee and retirement benefits to our permanent employees.

The company employs well qualified and skilled employees and all its senior management, including the heads of each department, are professionally qualified. Its professionally qualified staff includes engineers, design consultants, marketing specialists, and finance professionals, costing consultants, procurement officers and accountants.

Employee Compensation

The company’s employee compensation and benefits include salaries and provident fund.

Insurance

Our operations are subject to hazards inherent in the construction industry, such as equipment failure; accidents; fire, earthquake, flood and other force majeure events; acts of terrorism, explosions and similar hazards that may cause injury and loss of life and severe damage to and the destruction of property and equipment. Our insurance policies cover certain risks in respect of personnel-related risks and motor vehicle risks. Generally, we do not insure against risks relating to (a) liabilities in respect of workmen’s compensation; (b) third-party accidents & (c) physical loss and damage, business interruption, We obtain specialized insurance for construction risks and third party liabilities for most projects for the duration of the project. The company generally maintains insurance covering our assets and operations at levels that it believes to be appropriate.

81

The Company has taken the following insurance policies for its’ various projects:

Sl

No

Name of Projects/

Properties Type of Policy Policy No.

Date of

Policy

Date of

Expiry

Sum

Assured (Rs in

Lacs)

Insurance

Co.

1. Ashiana Aangan – Phase I, Bhiwadi, Rajasthan

Fire and Earthquake

1001/56504526 24/3/2009 23/7/2009 3400.00 ICICI Lombard

2. Ashiana Angan – Phase II, Bhiwadi, Rajasthan

Contractor All Risk 5004/0004183 02/01/2008 01/06/2010 3677.57 ICICI Lombard

3. Ashiana Angan – Phase III, Bhiwadi, Rajasthan


4. Saket Office, New Delhi

Fire & Earthquake (material damage)

1001/54627190 02/07/2008 01/07/2009 104.12 ICICI Lombard

5. W – 177, GK – II, New Deihi

Fire & Earthquake (for House) Fire & Earthquake (Household Items) Burglary

1006/0003842 1001/54242182 4002/0032659

14/4/2005 22/05/2009 22/05/2009

13/04/2015 21/05/2010 21/05/2010

97.00 50.00 50.00

ICICI Lombard ICICI

Lombard ICICI

Lombard 6. Ashiana Woodland

Phase II, Jamshedpur Fire & Earthquake 1001/53971799 26/4/2009 25/04/2010 1500.00 ICICI

Lombard 7. Ashiana Trade

Centre, Jamshedpur Fire & Earthquake (material damage)

1001/54590658 09/07/2008 08/07/2009 270.73 ICICI Lombard

8. Ashiana Village Centre, Bhiwadi

Fire & Earthquake 1001/57028969/00/00

04/06/2009 03/06/2010 700.00 ICICI Lombard

9. Ashiana Gymkhana (now Ashiana Treehouse)

Fire & Earthquake 1001/54369860 12/06/2009 11/06/2010 1127.24 ICICI Lombard

10. Ashiana Amarbagh, Jodhpur


11. Ashiana Green Wood, Jaipur


12. Ashiana Manglam (Comfort Homes & Villas)


13. Ashiana Utsav, Jaipur Contractor All Risk 5004/0004424 01/01/2008 30/06/2010 1270.00 ICICI Lombard

Intellectual Property

The Company till date has made total 27 number of application under the Trademarks Act, 1999 for getting registration of its brand name like ASHIANA, UTSAV, Ashiana UTSAV & Ashiana Logo. The Company has received registration certificate in respect of 18 applications till date and balance 9 applications are still pending for which approval is awaited:- Details of Applications for which approval already received

Sl.

No.

Trademark

/ Logo

Class Trademark

No.

Registration

Certificate

Date

Expiry Date Issuing Authority

1.

37 1392348 March 29, 2008 October 17, 2015 Registrar of Trademarks, Mumbai

2. ASHIANA 19 1392343 March 29, 2008 October 17, 2015 Registrar of Trademarks, Mumbai

3.


4.



82

Sl.

No.

Trademark

/ Logo

Class Tradema

rk No.

Registration

Certificate

Date

Expiry Date Issuing Authority

5.

16 1376334 March 29, 2008 August 8, 2015 Registrar of Trademarks, Mumbai

6.


7.


8.


9. UTSAV 42 1376341 March 29, 2008 August 8, 2015 Registrar of Trademarks, Mumbai

10. .


11. ASHIANA 41 1392349 September 20, 2008

October 17, 2015 Registrar of Trademarks, Mumbai

12. UTSAV 37 1376337 July 21, 2008 August 8, 2015 Registrar of Trademarks, Mumbai

13. ASHIANA 16 1392341 September 23, 2008


14. ASHIANA 42 1392351 October 24, 2008


15.


16.


17.


18. ASHIANA 37 1392347 March 29, 2008 October 17, 2015 Registrar of Trademarks, Mumbai

Details of Trade Mark applications for which approval is awaited:-

Sl.

No.

Trademark

/ Logo

Class Application

No.

Status

1

UTSAV 16 1376333 Advertisement is to be issued.

2

UTSAV 35 1376335 Advertisement is to be issued.

3

UTSAV 41 1376339 Advertisement is awaited.

4 ASHIANA 36 1392345 Advertisement issued.

5

19 1509631 Advertisement issued.

6


7


8


9


10


83

HEALTH, SAFETY AND ENVIRONMENT

The company is committed to comply with applicable health, safety and environmental regulations and other requirements in its operations.

To help ensure effective implementation of its practices, at the beginning of every project it identifies all potential material hazards, evaluate all material risks and institute, implement and monitor appropriate risk mitigation measures. The company believes that accidents and occupational health hazards can be significantly reduced through the systematic analysis and control of risks and by providing appropriate training to management, employees and sub-contractors. The company seeks to work proactively towards minimizing or eliminating the impact of hazards to people and the environment. Project heads are principally responsible for ensuring that safety standards are met at project sites.

PROPERTY

The Registered Office of the Company is situated at 5F, Everest House, 46/C, Chowringhee Road, Kolkata-700071. The Company is having its Head Office located at Delhi and branch offices at various places.

The status of the Registered Office, Head Office & Branch Offices whether owned or leased are summarized below:-

Description of the Property Vendor/ Lesser

Date and Type of Instrument/ Document executed/ receipt

Term of the Lease & Area

Registered Office

5F, Everest, 46/C, Chowringhee Road, Kolkata-700 071

BCCO Advisors Ltd.

Nil Rs. 6000/- on quarterly basis plus service tax as applicable

Head Office

304, Southern Park, Saket District Center, Saket, New Delhi-110 017

Owned

N.A

N.A

BHIWADI Office: Ashiana Bageecha, Bhagat Singh Colony, Bhiwadi, Rajasthan – 301 019.

Owned

N.A

N.A

JAIPUR Office : 604 , Apex Mall, 5th floor, Lal Kothi, Tonk Road, Jaipur–302 015.

Smt. Rashi Agarwal

1st June 2008

Lease Agreement

Super built up area of 1004 Sq. Ft. appx.

Lease rent @ Rs. 35/- per sq. ft. inclusive of maintenance charges for the initial period of 24 months and is further extendable for further term of 3 years on a incremental rent of 10%.

JAIPUR Office

201 & 202, First Floor, Apex Mall, Tonk Road, Jaipur

1 Shri Baijnath Jindal 2 Smt. Sushila Borad

1st January 2008

Lease deed

Both offices having super built up area of 343 sq. ft. each

For a period of 3 years at a monthly rental of Rs 13720/- p.m to be further renewal for a period of 3 years at the instance of the Lessee

JODHPUR Office : Village Kudi Bhaglasari, Jodhpur Pali Road, Jodhpur- 342001.

Owned at Site

N.A

N.A

JAMSHEDPUR Office: Ashiana Trade Centre Adityapur, Jameshedpur – 831013.

Owned

N.A

N.A

PUNE Office: Office No.2nd Floor, Purushottam plaza, Baner road, Pune – 411 045.

M/s Alfa Techforce Chemicals Private Limited

20th May 2008 Lease Deed

Office bearing No. 2 admeasuring 168.80 sq mt. (1817 sq ft.) For a period of 33 months @ Rs. 70000/- , Rs. 75000/- & Rs. 80000/- for every subsequent 11 months period.

N.A means Not Applicable Details in respect of Land have already been provided in page no.[*] of this Letter of Offer.

The Company does not propose to acquire any other property out of Rights Issue Proceeds other than as stated under the head “Objects of the Issue”.


84

FINANCIAL INDEBTEDNESS

Set forth below is a brief summary of our secured borrowings of Rs.2000 Lacs( sanctioned amount) as on 31st May 2009 together with a brief description of certain significant terms of such financing arrangements:- Name

of the Lender

Facility & Loan

Documentation

Amount

Outstanding as on 15.06.2009

Interest

Rate

Repayment

Schedule

Security Created

HDFC Limited

Construction Finance Corporate Housing Loan of Rs. 2000 Lacs by loan agreement and sanction letter dated 14.04.2009 Amount disbursed Rs 500 lacs till date

500 lacs 14.0% per annum

24 months The Loan will be repaid in 5 equal monthly installments of Rs. 400 lacs each commencing from the date of first disbursement or ealier at HDFC option.

1 Mortgage on land admeasuring 680069 sq. ft. bearing Khasra No. 255,260,441,442,443 situated at Village Saidpura, Bhiwadi, District Alwar along with construction both present and future thereon. 2 Mortgage of Flats bearing No. M-488, M-489, M-490, M-491, M-494, M-495, M-496, M-497, V-492, V-493 situated at Project ‘Ashiana Utsav”, Bhiwadi (which shall be released after the stage of construction as been mutually agreed between the Borowwer and HDFC. 3 Any other security of similar / higher value acceptable to HDFC.

Details of vehicle term loans are as follows:-

Sr. No.

Name of Banking Facilities

Name of Bank & F.Is. Amount of Loan (in lacs)

Balance o/s as on 31.03.2009

(Amt. in Rs. Lacs)

Remarks

1. Auto Loan (Loan A/c. No. 5000353561)

TATA Motors Finance Ltd., Nanavati Mahalaya, 3rd Fl., 18 Home Mody Street, Mumbai – 400 001

5.47 5.36 AHL has taken auto loan repayable within 36 months to finance a vehicle Tata Winger for its Pune office in March, 2009.


HDFC Bank Ltd. Retail Asset Div., 9th fl., Ansals Classique Tower, J-Block, Rajouri Garden, Delhi -110027

8.80 7.89 AHL has taken auto loan repayable within 36 months to finance a vehicle Fiat 500 in Nov. 2008.


TATA Motors Finance Ltd., Nanavati Mahalaya, 3rd Fl., 18 Home Mody Street, Mumbai – 400 001

38.00 28.66 AHL has taken auto loan repayable within 36 months to finance a vehicle MERC-E280CDi in May, 2008.


HDFC Bank Ltd. Retail Asset Div., 9th fl., Ansals Classique Tower, J-Block, Rajouri Garden, Delhi -110027

22.80 13.53 AHL has taken auto loan repayable within 48 months to finance a vehicle BMW 320i for its director in May, 2007.


-- Do --

22.80 13.96 AHL has taken auto loan repayable within 48 months to finance a vehicle Audi in June, 2007.

6. Auto Loan

-- Do --

10.00 1.84 AHL has taken auto loan repayable within 36 months to finance a vehicle Honda Civic in Sept. 2006.

Total 71.23

85

III. KEY INDUSTRY REGULATIONS

There are no specific regulations in India governing the real estate industry. Set for the below are certain significant legislation and regulations that generally govern this industry in India: 1. The Environment (Protection) Act, 1986 2. Transfer of Property Act, 1882 3. The list of regulatory bodies and approvals required for development of Real Estate projects in India are as below.

Approvals / Clearances Required Department to be Approached and Consulted

Incorporation of Company

Allotment of land (in specific

Industrial zones)

Registrar of Companies

• State District Industries Center (part of the Govt.) OR

• State Industrial Development Corporation OR. • State Infrastructure Development Corporation OR.

• Small Scale Industries Development Corporation Permission land use

Municipal Corporations (for city areas)

Local Regulatory Authority including: • Industrial Development Corporation (for industrial estates)

• Dept. of Town and Country Planning.

NOC and consent under Water and

Air Pollution Control Acts

State Pollution Control Board

Approval of construction activity

and building plan.

a. Town and country planning b. Electricity Board c. Municipal and local authorities d. Chief Inspector of Factories e. Pollution Control Board OR THE SPECIFIC INDUSTRIAL

DEVELOPMENT AUTHORITY (IN CASE OF

SINGLE WINDOW)

Sanction of Power State Electricity Board

Fire Safety Clearance Fire Department

Building Completion Certificate Local Building Regulatory Authority (Municipal Corporation in most cases, Industrial Development Corporations in Industrial Areas.

General

The Company is engaged in the business of real estate development. The Company generally carried all its major operations of its own. However, the Company sub-contracts part of its activities for petty & misc. work from time to time as the need arises. For the purpose of executing the work, the company may be required to obtain licenses and approvals depending upon the prevailing laws and regulations applicable in the relevant state and/or local governing bodies like Municipal Corporations, Fire Department, Environmental Department, etc. For details of such approvals please see “Government Approvals” on page ---- of this Letter of Offer.


86

Central Laws

Laws relating to land acquisition

The Urban Land (Ceiling and Regulation) Act, 1976 prescribes the limits to urban areas that can be acquired by a single entity. It has however been repealed in some states and union territories under the Urban Land (Ceiling and Regulation) Repeal Act, 1999. Further, land holdings are subject to the Land Acquisition Act, 1894 which provides for the compulsory acquisition of land by the central government or appropriate state government for public purposes, including planned development and town and rural planning. However, any person having an interest in such land has the right to object to such compulsory acquisition and the right to compensation.

Laws regulating transfer of property

Transfer of Property Act, 1882

The transfer of property, including immovable property, between living persons, as opposed to the transfer of property by the operation of law, is governed by the Transfer of Property Act, 1882 (“T.P. Act”). The T.P. Act establishes the general principles relating to the transfer of property, including among other things, identifying the categories of property that are capable of being transferred, the persons competent to transfer property, the validity of restrictions and conditions imposed on the transfer and the creation of contingent and vested interest in the property.

Registration Act, 1908

The Registration Act, 1908 (“Registration Act”) has been enacted with the object of providing public notice of the execution of documents affecting transfer of interest in immoveable property. The purpose of the Registration Act is the conservation of evidence, assurances, title, and publication of documents and prevention of fraud. It details the formalities for registering an instrument. Section 17 of the Registration Act identifies documents for which registration is compulsory and includes, among other things, any non-testamentary instrument which purports or operates to create, declare, assign, limit or extinguish, whether in present or in future, any right, title or interest, whether vested or contingent, in immovable property of the value of one hundred rupees or more, and a lease of immovable property for any term exceeding one year or reserving a yearly rent. A document will not affect the property comprised in it, nor be treated as evidence of any transaction affecting such property (except as evidence of a contract in a suit for specific performance or as evidence of part performance under the T.P. Act or as collateral), unless it has been registered.

The Indian Stamp Act, 1899

Stamp duty needs to be paid on all documents specified under the Stamp Act and at the rates specified in the Schedules thereunder. The rate of stamp duty varies from state to state. The stamp duty is payable on instruments at the rates specified in Schedule I of the said Act. The applicable rates for stamp duty on these instruments, including those relating to conveyance, are prescribed by state legislation. Instruments chargeable to duty under the Stamp Act which are not duly stamped are incapable of being admitted in court as evidence of the transaction contained therein. The Stamp Act also provides for impounding of instruments which are not sufficiently stamped or not stamped at all.

The Easements Act, 1882 The law relating to easements is governed by the Easements Act, 1882 (“Easements Act”). The right of easement is derived from the ownership of property and has been defined under the Easements Act to mean a right which the owner or occupier of land possesses for the beneficial enjoyment of that land and which permits him to do or to prevent something from being done in respect of certain other land not his own. Under this la w an easement may be acquired by the owner of immovable property, i.e. the dominant owner, or on his behalf by the person in possession of the property. Such a right may also arise out of necessity or by virtue of a local custom.

87

Property Tax: Property tax is levied as a percentage of the Rateable Value (RV) of the property. The calculation of RV and the tax rate payable varies between states. The property tax payable also varies depending on whether the property is owner occupied or leased out. The RV is calculated on the basis of actual rental if the property is leased. If the property is owner occupied, the RV is calculated on the basis of the comparable rental that the property can achieve

Laws relating to employment

The employment of construction workers is regulated by a wide variety of generally applicable labour laws, including the Contract Labour (Regulation and Abolition) Act, 1970, the Minimum Wages Act, 1948, the Payment of Bonus Act, 1965, the Building and Other Construction Workers (Regulation of Employment and Conditions of Service) Act, 1996 , the employees Provident Funds and Miscellaneous Provisions Act, 1952 , the payment of Gratuity Act 1972, the workmen’s compensation Act 1923and the Payment of Wages Act, 1936.

State Laws

Urban Development Laws:

State legislation provide for the planned development of urban areas and the establishment of regional and local development authorities charged with the responsibilities of planning and development of urban areas within their jurisdiction. Real estate projects have to be planned and developed in conformity with the norms established in these laws and regulations made there under and require sanctions from the government departments and developmental authorities at various stages. Where projects are undertaken on lands which form part of the approved layout plans and fall within municipal limits of a town, generally the building plans of the projects have to be approved from concerned municipal or developmental authorities. Building plans are required to be approved for individual buildings. Clearance with respect to other aspects of development such as fire, civil aviation and pollution control are required from appropriate authorities depending on the nature, size and height of the projects. The approvals granted by the authorities generally prescribe limit for completion of the projects. These time limits are renewable upon payment of prescribed fee. The regulations provide for obtaining a completion/ occupancy certificate upon completion of the project.

Agricultural Development laws:

The acquisition of land is regulated by state land reform laws which prescribe limits upto which an entity may acquire agricultural land. Any transfer of land which results in the aggregate land holdings of the acquirer in the state to exceed this ceiling is void, and the surplus land is deemed from the date of transfer to be had been vested in the state government free of all encumbrances. When local authorities declare certain agricultural areas as earmarked for townships, lands are acquired by different entities. After obtaining a conversion certificate from the appropriate authority with respect to a change in use of the land from agricultural to non agricultural for development of townships, commercial complexes etc. such ceilings are not applicable. While granting licenses for development of townships, the authorities generally levies developmental/ external development charges for provision of peripheral services. Such licenses require approvals of layout plans for development and building plans for construction activities.

The licenses are transferable on permission of the appropriate authority. Similar to urban development laws, approvals of the layout plans and building plans, if applicable, need to be obtained.


88

Regulations regarding foreign investment

The Government of India has permitted foreign direct investment (“FDI”) of up to 100% under the automatic route in townships, housing, built-up infrastructure and construction-development projects (“Real Estate Sector”), subject to certain conditions enumerated in Press Note No. 2 (2005 series). A short summary of the conditions is as follows: a. Minimum area to be developed is 10 hectares in case of serviced housing plots and 50,000

square metres in case of construction development projects. Where the development is a combination project, it can be either 10 hectares or 50,000 square metres.

b. Minimum capitalization of US$ 10 million for wholly owned subsidiary and US$ 5 million for a joint venture has been specified and it is required to be brought in within six months of commencement of business of the company.

c. Further, the investment is not permitted to be repatriated before three years from completion of minimum capitalization except with prior approval from FIPB.

d. At least 50% of the project is required to be developed within five years of obtaining all statutory clearances and the responsibility for obtaining it is cast on the foreign investor. Further, the sale of undeveloped plots is prohibited.

e. Compliance with rules, regulations and bye-laws of state government, municipal and local body has been mandated and the investor is given the responsibility for obtaining all necessary approvals.

89

IV. HISTORY AND CORPORATE STRUCTURE OF THE COMPANY

1. History & Background of the Company

Ashiana Housing Limited (AHL), formerly known as ASHIANA HOUSING & FINANCE INDIA LIMITED was incorporated on 25th June, 1986 as a Public Limited Company. It received the certificate of commencement of business on 30th June, 1986. Susequently the name of the Company was changed to Ashiana Housing Limited and Fresh Certificate of Incorporation dated 4th May, 2007 received from the Registrar of Companies, West Bengal. The Company was originally promoter by Shri B.P.Gupta, Shri O.P.Gupta & Shri R.K.Modi.

At the time of incorporation, the registered office of the Company was situated at 75 Park Street, Kolkata-700016. W.e.f 15th February, 1994, the registered office of the Company changed to 5F, Everest, 46/C, Chowringhee Road, Kolkata-700071 which is the present Registered Office of the Company.

AHL started housing development activities from the year 1986 and since then has been engaged in the real estate development in NCR Region, Jaipur, Jodhpur, Pune & Jamshedpur.

The Company has completed more than 22 projects since inception and is currently engaged in 6 (six) projects at Jaipur, Bhiwadi, Jamshedpur, Pune and Jodhpur. The company has completed various prestigious residential projects like Ashiana Utsav Retirement Resort, Bhiwadi, Ashiana Rangoli, Ashiana Villas, Ashiana Garden, Ashiana Greenhill, Ashiana Residency Green, Ashiana Suncity & Ashiana Woodland and has established its credibility in the sector.

The company is professionally managed through well qualified and experienced personnel in all the areas including engineering, finance, administration combined with adequate MIS system.

The Company had come out with its maiden public issue of 18,00,000 equity shares of Rs. 10/- each at par in the year 1992 and the issue was successful and the Company’s Equity Shares were listed at BSE, CSE, DSE and Magadh (Patna) Stock Exchanges.

In 1994, Ashiana Proteins Limited incorporated under Companies Act, 1956 amalgamated with Ashiana Housing & Finance (India) Limited (now Ashiana Housing Limited) pursuant to section 394(2) of the Companies Act, 1956 vide Rajasthan High Court’s order dated November 17, 1995. The High Court of Rajasthan has in an order dated November 17, 1995, sanctioned the scheme of amalgamation between Ashiana Housing & Finance (India) Limited (now Ashiana Housing Limited) being the Transferee Company and Ashiana Proteins Limited being the Transferor Company, pursuant to which shareholders of Ashiana Proteins Limited have been allotted 1 (one) shares in Ashiana Housing & Finance (India) Limited for every 2 (Two) shares held in Ashiana Proteins Limited. The High Court of Calcutta has in an order dated July 3, 2000, sanctioned the scheme of amalgamation between Ashiana Housing & Finance (India) Limited (now Ashiana Housing Limited) being the Transferee Company and Woodburn Commercial Limited being the Transferor Company, pursuant to which shareholders of Woodburn Commercial Limited have been allotted 2 (two) shares in Ashiana Housing & Finance (India) Limited for every 1 (one) shares held in Woodburn Commercial Limited.


90

Major Events in the History of the Company

YEAR MAJOR EVENTS

1986 Incorporated on 25th June 1986 as a Public Limited Company in the name of Ashiana Housing & Finance (India) Limited.

1986 Entered into Housing Project Business 1987 Completed first residential project at Patna 1992 Public Issue of 18,00,000 Equity Shares of face value of Rs. 10/- each at par

Listing of shares at BSE, CSE, DSE & Magadh Stock Exchange

1994 Shifted the Registered Office of the Company to 5F, Everest, 46C, Chowringhee Road, Kolkata-700071

1996 Amalgamation with Ashiana Proteins Limited and allotted 17,26,600 Equity Shares of Rs. 10/- each to the share holders of the transferor company in the ratio 1:2 (i,e one equity shares of transferee company for every 2 equity shares held in transferor company)

2000 Amalgamation with Woodburn Commercial Limited and allotted 7,62,000 Equity Shares of Rs. 10/- each to the share holders of the transferor company in the ratio 2:1 (i,e two equity shares of transferee company for every 1 equity share held in transferor company)

2005 Delisting of equity shares from Delhi Stock Exchange Association Ltd 2006 Started the Hotel Business at Bhiwadi 2007 Delisting of equity shares from Magadh Stock Exchange Limited 2007 Completed first retiral housing project at Bhiwadi 2007 On 4th May 2007, the name of the Company was changed to Ashiana Housing

Limited. 2008 Delisting of equity shares from Calcutta Stock Exchange Association Limited 2008 Issue Bonus shares in the ratio of 5:2

CHANGES IN THE MEMORANDUM OF ASSOCIATION

Since Incorporation, the following changes have been incorporated in Memorandum of Association of the Company.

1. Change in Name Clause

Sl.

No.

Particulars Date of

Meeting

Nature of

Meeting

1 Resolution for change of name of the Company from Ashiana Housing & Finance (India) Limited to Ashiana Housing Limited was passed. Fresh certificate of incorporation was granted to the Company by ROC on 4th May 2007.

30.03.2007 EGM

91

2. Change in Authorized Share Capital

Sl.

No.

Particulars Date of

Meeting

Nature of

Meeting

i Increase in the authorized share capital of the Company from Rs. 25 lacs to Rs. 100 lacs

02.02.1989 EGM

ii Increase in the authorized share capital of the Company from Rs. 100 lacs to Rs. 400 Lacs

22.01.1990 EGM

iii Increase in the authorized share capital of the Company from Rs. 400 lacs to Rs. 600 Lacs

30.12.1995 AGM

iv Increase in the authorized share capital of the Company from Rs. 600 Lacs to Rs. 700 lacs

26.09.1998 AGM

v Increase in the authorized share capital of the Company from Rs. 700 lacs to Rs. 2500 lacs

15.01.2008 EGM

3. Change in Other Object Clause

Sl.

No.

Particulars Date of

Meeting

Nature of

Meeting

1 Approval u/s 149(2A) vide special resolution (Clause 26 under Other Object)

15.05.1992

EGM

ii Approval u/s 149(2A) vide special resolution (Clauses 9, 10, 12, 13, 14 under Other objects)

30.12.1995 EGM

iii Approval u/s 149(2A) vide special resolution (Clause 1 under Other Objects)

27.09.1997 AGM

2. Main Objects of the Company

Our main objects as contained in the Memorandum of Association (MOA) are:

1. To purchase, sell, acquire, transfer, hold, posses, take over, taken over, take on lease, dispose of, invest, contract, deal and trade in lands, house, buildings, premises and other properties, freehold or tenanted or of any other tenure or kind of nature whatsoever and to develop, erect, build, construct and make residential or business or other buildings, flats, offices and other structures by making demolitions or otherwise and to receive advances and to sell, transfer, or convey, lease out or otherwise to dispose of such lands, buildings, flats, offices and other structures and for all or any of the above purposes to enter into necessary financial arrangements or partnership or other agreements or arrangements with any company, firm, person or party and to bring in or treat all or any of such properties as business or trading assets and to undertake housing scheme or schemes and afford facilities for providing land, house, tenant, flat or apartment.

2. To advance money to any person or persons or corporation either at interest or without,

upon the security of freehold or leasehold property by way of mortgage, or upon marketable security and in particular to advance money to shareholders in the company, and others, upon the security of or for the purpose of enabling the person borrowing the same to erect, or purchase, or enlarge or repair any land, house or building, or to purchase the interest in or to take a demise for any term or terms of years of any freehold or leasehold property upon such terms and conditions as the company may think fit.

3. To carry on the business of architectural, technical financial and management

consultants and advisers and to tender and provide all types of services including managerial, personnel, secretarial, designing engineering, preparation of feasibility and project reports, drawings, plant layouts, tenders for all the plant & machinery, equipments, buildings and other structures and helping finalization of contracts and commissioning of plants.


92

4. To carry on all or any of the business of buyers, sellers, producers, suppliers, traders, importers, exporters, brokers, agents, stockists, distributors, & dealers of and in machinery & spare parts, cotton, wool, silk, jute & jute products, coal, cement & its allied products, chemicals, building materials, plastic products, electric parts & devices, iron & steel products, precious stones, curios, jewellery, paper board, tea, coffee, fertilizers, agricultural implements, rubber & rubber products, leather products, metals & minerals, pharmaceutical products, paints, proprietary articles of all kinds and generally carry on business of merchants, export house for goods land merchandise of any other description for carrying on of all such business in India or abroad.

3. Subsidiary of the Company, if any and their business

The company presently has two wholly owned subsidiary Companies.

Ashiana Retirement Villages Limited (ARVL)

Ashiana Retirement Villages Limited was incorporated on 8th April, 2002 under the Companies Act, 1956 vide registration no. 021-094479 with the Registrar of Companies, West Bengal, Kolkata. The CIN of the Company is U70101WB2002PLC094479. The Company obtained the Certificate of Commencement of Business on 22nd April, 2002. The registered office of Ashiana Retirement Village Ltd. is situated at 5F, Everest, 46/c Chowringhee Road, Kolkata – 700 071.

Ashiana Retirement Villages Limited is a wholly owned subsidiary of the Company and will be maintaining and managing all the existing and future retiral housing projects of AHL like Ahiana Utsav where AHL is pioneer in the said concept and planning to come out with similar projects at different locations of the same nature. Since ARVL will be maintaining and managing these retirement projects, it will have regular revenue streams from these projects, which would become a large business with time as the volume increases. Helping our customers rent, sell or maintain is a useful service that the Company has recently added to its portfolio of customer services. Keeping this in mind the Company added a Resale & Lease division for which the response has been very encouraging. The company has also built an activities club cum hotel (Ashiana Treehouse) and a shopping Mall (Ashiana Village Centre). These projects are expected to provide continuous revenue streams.

Line of activity

The Company’s main activity is land developing, construction of housing & other projects and maintenance also.

Main Objects of the Company:-

The main objects to be pursued by the Company on its incorporation are as follows:-

1. To develop, erect, build, construct and make residential or other buildings, flats and other structures by making demolitions or otherwise for the retired persons, dependents or connections of such persons and to provide by building or contributing to the building of houses, dwelling or quarters or establishing, supporting from time to time, subscribing or contributing, or aiding in the establishment and support of association, institution, funds, trusts, profit sharing or other scheme and conveniences and providing the place of recreation, , recreation gardens, restaurants, sports, entertainment, refreshment rooms, lodgings, club facilities, libraries, health clubs, markets, shops, schools, places of worship, dairy farms, poultry farms, welfare centers, hospitals and dispensaries, medical and other attendances as the company shall think fit and to do any other business which can be conveniently carried on in connection therewith.

2. To undertake and execute maintenance contracts for management, maintenance,

protection, control and operation of common portions of land, buildings, apartments and other properties and for providing common services and facilities to the owners and/or occupants therein.

93

3. To purchase, sell, acquire, transfer, hold, posses, takeover, take on lease, dispose of, invest, contract, deal and trade in lands, house, buildings, premises and other properties, freehold or tenanted or of any other tenure or kind of nature whatsoever and to receive advances and to sell, transfer or convey, lease out or otherwise to dispose of such lands, buildings, flats, offices and other structures and for all or any of the above purposes to enter into necessary financial arrangements or partnership or other agreements or arrangements with any company, firm person or party and to bring in or treat all or any of such properties as business or trading assets and to undertake housing scheme or schemes and afford facilities for providing land, house, tenant, flat or apartment.

Board of Directors

The Board of Directors of the Company are as follows :

Name Designation

Om Prakash Gupta Whole-time director Vishal Gupta Director Ashok Kumar Mattoo Director

Ankur Gupta Director Varun Gupta Director Lalit Kumar Chhawchharia Director

Shareholding Pattern as on 31.03.2009:

Name of Shareholder No. of Shares %age

Shareholding

Ashiana Housing Limited 9239990 100.00 Om Prakash Gupta as nominee of AHL 10 - Vishal Gupta as nominee of AHL 10 - Ankur Gupta as nominee of AHL 10 - Rachna Gupta as nominee of AHL 10 - Varun Gupta as nominee of AHL 10 - Ashok Kumar Mattoo as nominee of AHL 10 - TOTAL 9240050 100.00

Financial Performance (As per restated financial statement)

(Rs. In Lacs) Particulars Year Ended

March 31 ,

2009

Year Ended

March 31,

2008

Year Ended

March 31,

2007

Equity Capital 924.01 924.01 24.01 Reserves (excluding revaluation reserve)

703.58 433.20 282.54

Income/Sales 898.70 445.28 97.96 Profit/ Loss after Tax 270.38 153.02 34.81 Earnings per share Basic Diluted

2.93 1.45

2.63 1.07

14.25 0.68

Book Value per share 17.13 14.42 113.95 The company is not a listed Company. The company is neither a sick company within the meaning of the Sick Industrial Companies (Special Provisions) Act, 1995 nor is under winding up. The company has not availed of any loans from any Banks or Institutions. There are no defaults in meeting any statutory/bank/institutional dues. There are no pending litigations, defaults, etc against above company, its promoters and its directors except as stated under litigations on page no.[*] of this Letter of Offer.


94

Vatika Marketing Limited (VML)

Vatika Marketing Limited was originally incorporated on 2nd April, 1996 as Vatika Marketing Private Limited under the Companies Act, 1956 vide certificate of incorporation no. 21-79014. VML subsequently converted into a Public Limited Company and fresh certificate of incorporation pursuant to change of name was issued by the Registrar of Companies, West Bengal at Kolkata vide certificate dated 28th February 2002. The CIN number of the Company is U51909WB1996PLC079014. The registered office of Vatika Marketing Ltd. is situated at 5F, Everest, 46/c Chowringhee Road, Kolkata –700 071. VML was incorporated with the main objective of providing maintenance services to completed projects.

Vatika Marketing Limited is a wholly owned subsidiary of the company and engaged in providing maintenance services to projects developed by Ashiana Housing Limited. The services of this subsidiary help build the Ashiana brand in the eyes of the customer and make it easy for the issuer company to market new projects.

Main Objects of VML

1. To carry on the business as buyers, sellers, traders, merchants, indentors, brokers, agents, commission agents, assemblers, refiners cultivators, miners, packers, stockists, distributors, advisors, hire purchasers, share broker and sub-broker, producer, marketing mediators of & in all kinds of rubberized cloth, food grains, dairy products, soap, detergents, biscuits, surgical, diagnostics, medical, pulses, leather & finished leather goods, leather garments, leather products, all related items in leather, electric & electronics components and goods, iron & steel, aluminium, mineral, ferrous and non-ferrous metal, stainless steel, jute & jute products, textile, cotton, synthetic, fibre, silk, yarn, wool & woolen goods, handicrafts & silk artificial synthetics, readymade garments, design materials, process, printers in all textiles, wood & wood products, timber cosmetics, stationery, tools & hardware, plastics & plastics goods, sugar, tea, coffee, paper packaging material, chemicals, cement, spices, grain, factory materials, house equipments, rubber & rubber products, fertilizers, agriculture fruit products, industrial products, computer data materials, software, paints, industrial & other gases, alcohol, liquor, edible & non-edible oils & fats, marine products, drugs, plants & machinery goods, engineering goods & equipments, office equipments, hospital equipments, railway accessories, medicine, sugar & sugarcane, automobile parts, shares & securities furniture & wood made items, toys, building plans, consumer products, consumer durables, dry flowers and plants, printing, transportation & all other kinds of goods and merchandise, commodities and articles of consumption of all kinds in India,

2. To carry on business as distributors, agents, traders, merchants, contractors, brokers and

otherwise deal in merchandise and article of all kinds including clearing agent, freight contractors, forwarding agents, licensing agents, general brokers and to carry on any kind of commercial, business.

3. To carry on business of rendering consultancy and advisory services is respect of foreign

exchange, international financial services and all related aspects thereof, to act as financial intermediaries to organize and provide syndicated financial arrangements whether in domestic or in international markets and whether by way of loans or guarantees or credit in exports and acceptances, co-acceptance and discounting of international bills, to act as representative in India for any persons, association, bank, financial institution or a Company established in India or abroad to advice on mobilize and manage off-shore funds both in India and abroad, to arrange placement of funds by Indians or non-resident Indians in connection with any public or private issue of securities in India and to undertake business of rendering consultancy services, data processors, relating to finance, investment, corporate affairs, management services.

4. To undertake and execute maintenance contracts for management, maintenance,

protection control and operation of common portions of land, building, apartments and other properties and for providing common service and facilities to the owners and/or occupants therein.

95

Board of Directors

The Board of Directors of the Company are as follows :

Name

Designation

Vishal Gupta Whole-time director Ankur Gupta Whole-time director Varun Gupta Whole-time director Ashok Kumar Mattoo Director Lalit Kumar Chhawchharia Director Rachna Gupta Whole-time director Sonal Marwah Director

Shareholding Pattern as on 31.03.2009:

Name of Shareholder No. of Shares %age Shareholding

Ashiana Housing Ltd. 48500 97.00 Om Prakash Gupta as nominee of AHL 200 0.40 Vishal Gupta nominee of AHL 300 0.60 Ankur Gupta as nominee of AHL 300 0.60 Rachna Gupta as nominee of AHL 300 0.60 Varun Gupta as nominee of AHL 300 0.60 Ashok Kumar Mattoo as nominee of AHL 100 0.20 TOTAL 50000 100.00

Financial Performance as per restated financial statement

(Rs. In Lacs) Particulars Year Ended

March 31 , 2009

Year Ended

March 31, 2008

Year Ended

March 31, 2007

Equity Capital 5.00 5.00 5.00 Reserves (excluding revaluation reserve)

44.33 26.60 19.61

Income/Sales 261.98 202.34 193.33 Profit/ Loss after Tax 17.84 12.24 (9.10) Earnings per share Basic Diluted

35.47 35.47

24.18 24.18

(18.91) (18.91)

Book Value per share 98.67 63.19 49.22

The company is not a listed Company. The company is neither a sick company within the meaning of the Sick Industrial Companies (Special Provisions) Act, 1995 nor is under winding up. The company has not availed of any loans from any Banks or Institutions. There are no defaults in meeting any statutory/bank/institutional dues. There are no pending litigations, defaults, etc against above company, its promoters and its directors except as stated under litigations on page no.[*] of this Letter of Offer.

Our Joint Ventures/ Partnerships (Between Company or its subsidiary and third party)

We have four joint ventures in the form of partnership. These are as follows: 1 Ashiana Amar Developers 2 Ashiana Amar Infrastructures 3 Ashiana Mangalam Developers 4 Ashiana Greenwood Developers


96

1. Ashiana Amar Developers

M/S Ashiana Amar Developers is a partnership firm registered under a Deed of Partnership dated February 27, 2007. The principal place of business of the firm was originally located at 5F, Everest, 46/C, Chowringhee Road, Kolkata – 700 071. AHL has entered into partnership with M/s Miras Properties Private Limited, Narayan Laddha, Suresh Kelwani, Sunil Talwar & Harish Talwar (collectively referred to as “Miras Partners’ ) to develop the land admeasuring 58 bighas situated at Village Kudi Bhagtasani, Jodhpur, Pali Road, Jodhpur. The business of the firm shall be to construct and develop the residential housing colony on the project land and to sell and/or market the same and to do all acts and deeds for completion of the entire project and/or revenue confined only to the venture relating to the aforesaid project.

The partners vide supplementary deed dated 30th October 2007 have agreed as follows:-

That the principal place of the partnership business and/or head office of the firm shall be unit No 4&5, 3rd Floor, Southern Park, Saket District Centre, Saket, New Delhi-110017 and the main administrative office at 5F, Everest, 46/C, Chowringhee Road, Kolkata-700071 with branches at Jodhpur and/ or such place or places as the partners may from time mutually decide.

Partners and profit sharing ratio

The following are the partners of M/s Ashiana Amar Developers and their profit sharing ratio:

Profit Sharing Ratio Name of the Partners 30% of pre-taxation

profit every yr upto cumulative

aggregate amount of Rs. 1250.00 Lacs

The Balance Annual Pre

taxation profit

Ashiana Housing Ltd. (earlier Ashiana Housing and Finance India Ltd.)

65%

Miras Properties Private Limited 15/35 15% Narayan Ladha 4/35 4% Suresh Kewlani 6/35 6% Sunil Talwar 5/35 5% Harish Talwar 5/35 5% Total 100.00% 100.00%

Financial Statement

The audited financial performance of M/S Ashiana Amar Developers is as follows:

(Rs. In Lacs)

Particulars For the Financial Year ended For the period

31st March 2009 31st March 2008 27.02.2007 to

31.03.2007 Total Income 808.89 350.06 Nil Profit/ loss after taxation 191.56 139.83 Nil Partners capital 974.28 771.83 635.01 Partner’s Current A/c 97.65 96.91 -

2. Ashiana Amar Infrastructure

M/S Ashiana Amar Infrastructure is a partnership firm registered under a Deed of Partnership dated February 27, 2007. The principal place of business of the firm is located at 5F, Everest, 46/C, Chowringhee Road, Kolkata – 700 071. AHL has entered into partnership with M/s Miras Properties Private Limited , Narayan Ladha & Suresh Kelwani (collectively referred to as “Miras Partners’) to develop the land admeasuring 11.6 bighas less the land measuring 3000

97

yards (27000 sq. ft.) situated at Village Kudi Bhagtasani, Jodhpur, Pali Road, Jodhpur. The business of the firm shall be to construct and develop commercial and residential colony on the project land and to sell and/or market the same and to do all acts and deeds for completion of the entire project and/or revenue confined only to the venture relating to the aforesaid project.

The partners vide supplementary deed dated 30th October 2007 have agreed as follows:-

That the principal place of the partnership business and/or head office of the firm shall be situated at unit No 4 & 5, 3rd Floor, Southern Park, Saket District Centre, Saket, New Delhi-110017 and its main administrative office at 5F, Everest, 46C, Chowringhee Road, Kolkata-700071 with branches at Jodhpur and/ or such place or places as the partners may from time to time mutually decide.


The following are the partners of M/s Ashiana Amar Infrastructure and their profit sharing ratio:

Name of the Partners

Profit Sharing

Ratio

(net profit of the

firm prior to

taxation) Ashiana Housing Ltd. (earlier Ashiana Housing and Finance India Ltd.) 65% Miras Properties Private Limited 25% Narayan Ladha 4% Suresh Kewlani 6% Total 100%

Financial Statement

The audited financial performance of M/S Ashiana Amar Developers are as follows:

(Rs. in Lacs)



31.03.2007 Total Income 0.10 Nil Nil Profit/ loss after taxation

0.07 Nil Nil

Partners capital 141.17 141.10 140.00 3. Ashiana Manglam Developers

M/S Ashiana Manglam Developers is a partnership firm registered under a Deed of Partnership dated December 8, 2006 (Principal Partnership dated May 1, 2006). The principal place of business of the firm is Unit No. 4& 5,3rd Floor, Plot No. D-2, Southern Park, Saket District Center, Saket, New Delhi – 110 017. The business of the firm shall be to design, develop and construct a residential group housing colony consisting of several residential units and to sell and / or market the same on the project land admeasuring 27 Bighas and 6 Biswa situate at Kalwar Road, Gram Machwa, Tehsil & District Jaipur.


98


The following are the partners of M/s Ashiana Manglam Developers and their profit sharing ratio:

Profit Sharing Ratio Name of the Partners

30% of pre-taxation profit every yr upto cumulative aggregate amount of Rs.

917.40 Lacs


taxation profit

M/s Ashiana Retirement Village Ltd. - 65.00% Smt. Rajkumari Garg 33.00% 11.55% Smt. Sangeeta Agarwal 17.00% 5.95% Shri Sanjay Gupta 33.00% 11.55% Shri Vinod Goyal 17.00% 5.95% Total 100.00% 100.00%

Financial Statement

The audited financial performance of M/S Ashiana Manglam Developers is as follows:

(Rs. in Lacs)


31st March 2009 31st March

2008

01.05.2006 to

31.03.2007 Total Income 1400.89 1251.68 128.12 Profit/ loss after taxation 409.31 550.26 63.84 Partners capital 655.81 816.50 900.07

4. Ashiana Greenwood Developers

M/S Ashiana Greenwood Developers is a partnership firm registered under a Deed of Partnership dated May 25, 2006. The principal place of business of the firm is located at Super Bazaar, Ashiana Bageecha, Bhiwadi, Rajasthan. AHL has entered into partnership with M/s Shubhlabh Buildhome Private Limited to develop the land admeasuring 2.35 hectares situated at Village Todi Ramjanipura, Tehsil Sanganer, district Jaipur in co-partnership on the terms and conditions as described in the said deed. The business of the firm shall be to design, develop and construct a residential group housing colony on the project land and to sell and/or market the same and to do all acts and deeds for completion of the entire project and/or revenue confined only to the venture relating to the aforesaid project.

The partners vide supplementary deed dated 9th July 2007 have agreed as follows:-

That the principal place of the partnership business and/or head office of the firm shall be unit No 4&5 , 3rd Floor, Southern Park, Saket District Centre, New Delhi-110017 in place of Super Bazar, Ashiana Bageecha, Bhiwadi, Rajasthan and its main administrative office at 5F, Everest, 46C, Chowringhee Road, Kolkata-700071.

99


The following are the partners of M/s Ashiana Greenwood Developers and their profit sharing ratio:

Profit Sharing Ratio Name of the Partners

30% of pre-taxation profit every yr upto cumulative aggregate amount of Rs.

544.00 Lacs


taxation profit

Ashiana Housing Ltd. (earlier Ashiana Housing and Finance India Ltd.)

- 50%

M/s Shubhlabh Buildhome Private Limited 100 50% Total 100% 100%

The losses of the firm shall be shared by the partners equally.

Financial Statement

The audited financial performance of M/s Ashiana Greenwood Developers is as follows:

(Rs. In Lacs)



31.03.2007 Total Income 728.86 0.08 Nil Profit/ loss after taxation

291.96 (0.09) Nil

Partners capital 922.72 679.74 478.50 Shareholders Agreements

The Company does not have any Shareholders Agreement as on the date of filing of this Draft Letter of Offer.

Other Agreements

The Company does not have any other Agreement as on date of filling of this Letter of Offer other than those entered into in the ordinary course of business.

There are two types of agreements we enter into in the normal course of business for acquiring the development rights for a project being undertaken by us. These agreements are as follows:

1. Agreements entered into with title holders of land for development by our Company

(“Development Agreements”); 2. Agreements entered into with third parties for the acquisition of land selected by us,

which is to be developed by our Company (“Agreements for Acquisition of Land”); Partnership Agreements:

Our Company has entered into several Partnership deeds, for the development of real estate projects, with partners having an interest over the land on which the projects have been envisaged. The principal terms of the Partnership Agreements are as follows:

1. Our Company is authorized to develop, construct, finance and market the project on the said land. For the purpose of development and construction of the project, our Company is


100

required to comply with approved building plans in relation to the project. Further, the contracting party is required to keep the title and land use of the plot valid.

2. The contracting party is required to make the land identified for development available to our Company for the purpose of development and construction. As consideration for providing the land for development of the project, the contracting party is entitled to (i) a specified percentage of the total sale proceeds of the project and/or (ii) a specified portion of the built-up or saleable area upon completion of the project. The Development Agreement also requires our Company to make an interest-free refundable/adjustable security deposit of a specified amount to the contracting party.

3. Our Company is authorized to fix the sale price in relation to the project at its sole discretion. However, in order to ensure a minimum guaranteed return to the contracting party.

Set forth below is the summary of the various Development Agreements entered into with third parties in relation to certain projects. For further details on these projects please refer to the section entitled Government and Other Approvals” on page -----of this Draft Letter of Offer.

Sl. No.

Description of the project Name of the contracting party

Date of Agreement

1 Ashiana Amar Developers Ashiana Amar Bagh - to design, develop and construct a residential housing colony on the project land admeasuring about 58 Bighas situated at village Kudi Bhagtasani, Jodhpur Pali Road, Jodhpur

Ashiana Housing Limited and Miras Properties Private Limited Narayan Laddha Suresh Kelwani Sunil Talwar Harish Talwar

27th February 2007 ( deed of Partnership)

2 Ashiana Greenwood Developers Ashiana Greenwood- to design, develop and construct a residential group housing colony consisting of several residential units along with permissible number of commercial units so that the residential status of the project is maintained on the project land admeasuring about 2.35 hectares situated at village Todi Ramjanipura, Tehsil Sanganer, Dist Jaipur

Ashiana Housing Limited and Shubhlabh Buildhome Private Limited

25th May 2006 ( deed of Partnership)

3 Ashiana Manglam Developers Ashiana Manglam- to design, develop and construct a residential group housing colony consisting of several residential units along with permissible number of commercial units so that the residential status of the project is maintained on the project land admeasuring about 27 Bighas and 6 Biswa situated at Kalwar Road, Gram Machwa, Tehsil & Dist Jaipur

Ashiana Retirement Villages Limited And Rajkumari Garg Sangeeta Agarwal Sanjay Gupta Vinod Goyal

8th December 2006 (deed of Retirement Cum Reconstitution)

4 Ashiana Amar Infrastructure Ashiana Amar to design, develop and construct a commercial and residential colony consisting of several units on the project land measuring about 11.6 bighas land less the land measuring 3000 yards ( 27000 Sq. Ft.)

Ashiana Housing Limited and Miras Properties Private Limited Narayan Ladha Suresh Kewlani

27th February 2007 ( deed of Partnership)

5 Ashiana Retirement Villages Ltd. To construct Shopping cum Office Complex consisting of several shops and Office/ Commercial space on plot of land measuring 3774.88 Sq. meter equivalent to 40617.708 sq. ft. land situated at Vasundhara Colony, Phase-II, Bhiwadi, Dist Alwar, Rajasthan, Land for the project to be provided by AHL. Revenue will be shares as follows:- AHL 10% ARVL 90%

Ashiana Housing Limited and Ashiana Retirement Villages Limited

Agreement dated 28th February 2005

101

Agreements for Acquisition of Land Sl.

No. Description of the Land Name of the contracting

party Date of Sale Agreement

1 Plot of land measuring 8 acres 77 decimals in Mouza Tamulia P.S Chandil, Parganna Saraikela, Dist Saraikela-Kharaswan in the State of Jharkhand for a consideration of 20 % of Gross Revenue from the project subject to a minimum consideration of Rs. 13.30 crores.

Ashiana Housing Limited And Bhartiya Yuga Vashishtha Sangha

Agreement dated 28th October 2008

2 Tata Land measuring 1.95 acres at Sonary Area Ashiana Housing Limited And Tata Steel Limited

Allotment Letter dtd 17th December 2008 Possession Letter dtd 2nd January 2009

3 AHL has entered into a short of understanding with Manglam Group of Jaipur for joint venture for development of land measuring 63 bighas land (Approx) situated at Kanakpura Tehsil, Jaipur for development of Group Housing Project. AHL has paid Rs. 3 crores as an advance under the terms of the understanding. Formal agreement and modality of the project are yet to be decided.”

-

-

Other agreements

The Company has also entered into following other agreement(s) as detailed below:- Sl.

No. Description of the Agreement Name of the contracting

party Date of Agreement

1 First Party has entered into an agreement with Second Party to sell a commercial unit/ office space known as unit no. 16, Ground Floor, Situated in Southern Park, Plot No D-2, Saket District Centre, Saket, New Delhi admeasuring 1107.84 Sq. Ft. at a total consideration of Rs. 300 Lacs.

Ashiana Housing Limited ( First Party) & OPG Realtors Limited ( Second Party)

Agreement to sell dated 22nd July 2008 at New Delhi

2 The Operator has entered into an agreement with Owner of the Hotel and club of appx. 50 rooms at Bhiwadi, Dist Alwar, to manage and operate the said hotel under the Operator’s brand name “Treehouse Hotel & Club” on revenue sharing basis.

Ashiana Retirement Villages Ltd. (Owner) & Karma Hospitality Limited (Operator)

Hotel Operation agreement dtd 21st November 2008

3 Ashiana Greenwood Developers have entered into an agreement to acquire on lease basis shop bearing no. 202 situated at the first floor of the Apex Mall at Tonk Road, Jaipur-302004having super built up area of 343 sq. ft. to be used as office premises.

Ashiana Greenwood Developers (Lessee) and Shri Baijnath Jindal (Lessor)

Lease deed dated 1st January 2008

4 Ashiana Greenwood Developers have entered into an agreement to acquire on lease basis shop bearing no. 201 situated at the first floor of the Apex Mall at Tonk Road, Jaipur-302004 having super built up area of 343 sq. ft. to be used as office premises.

Ashiana Greenwood Developers (Lessee) and Shri Sushila Borad (Lessor)

Lease deed dated 1st January 2008

5 Ashiana Manglam Developers have entered into an agreement to acquire on lease basis OFFICE SPACE BEARING UNIT NO. 604 situated at Apex Mall at Tonk Road, Jaipur-302004 admeasuring 1004 sq. ft. to be used as office premises.

Ashiana Manglam Developers (Lessee) and Smt. Rashi Agarwal (Lessor)

Lease deed dated 1st June 2008

6 AHL has entered into an agreement to use the business centre being office bearing no. 2 admeasuring 168.80 sq. mt (1817 sq ft.) located on 2nd floor of the building “Purushottam Plaza” constructed on the property bearing survey no. 2/9+2/5 situated at Village Baner, Taluka Haveli, Dist Pune for the period of 33 months @ Rs 70000/- , 75000/- & 80000/- per month towards service charges for every subsequent 11 months period.

Ashiana Housing Limited and Alfa Techforce Chemicals Private Limited

Agreement dated 20th May 2008

7 AHL has entered into an agreement for development of shopping cum office complex at Bhiwadi

Ashiana Housing Limited And Ashiana Retirement Villages Limited


8 AHL has entered into an agreement for development of club house with guest room with all recreational facility at Bhiwadi

Ashiana Housing Limited And Ashiana Retirement Villages Limited



102

Material Contracts

The Company has not entered into any material contracts except as mentioned above.

Strategic Partner & Financial Partner The Company does not have any strategic or financial partners as on the date of filling of this Letter of Offer.

103

V. MANAGEMENT

1. Board of Directors

The details of the Directors of the Company are given below:

Name, Father’s / Husband Name,, Address, Occupation &

Qualification, DIN No.

Designation Age(years)

Directorship in other Companies

Shri Om Prakash Gupta S/o Late B.P.Gupta Occupation:- Business Add:- 304, Southern Park, Saket District Centre, Saket, New Delhi Qualification:-Civil Engineer DIN No. 00097814

Managing Director 61 Ashiana Retirement Villages Ltd. BG Estates Pvt. Ltd.

Shri Vishal Gupta S/o Shri O.P.Gupta Occupation:- Business Add:- 304, Southern Park, Saket District Centre, Saket, New Delhi Qualification:-MBA DIN No. 00097939

Jt. Managing Director 35 Vatika Marketing Ltd., Ashiana Retirement Villages Ltd. OPG Realtors Ltd. Karma Hospitality Limited RG Woods Limited Hemie Estates Pvt. Ltd.

Shri Ashok Kumar Mattoo S/o Late Shri Triloki Nath Mattoo Occupation:- Consultant Add:- F-3, Sector-39, Noida-201303 (UP) Qualification:-Civil Engineer DIN No. 00097757

Independent Director 65 Vatika Marketing Ltd., Ashiana Retirement Villages Ltd.

Security and Intelligence Services (I) Ltd.

Shri Abhishek Dalmia S/o Shri Ajay Hari Dalmiya Occupation:- Industrialist Add:- 35-B, Radha Vihar, Prithviraj Road, New Delhi Qualification:- Chartered Accountant DIN No. 00011958

Independent Director 40 Revathi Equipment Ltd., Rajratan Global Wire Ltd., Saffron Agencies Ltd., Shogun Organics Ltd., Utkal Investments Ltd., Renaissance Stocks Ltd. NetCarrots.com Pvt. Ltd., Asra Plantations Pvt. Ltd., Sohna Agri farms Pvt. Ltd., Priyadarshanay Agri farms Pvt. Ltd., Sunglow Agriculture Farms Pvt. Ltd., Monarch Catalyst Pvt. Ltd., Potential Service Consultants Pvt. Ltd., Renaissance Asset Management Company Pvt. Ltd. Revathi Drilling & Mining Ltd. Semac Ltd. Harry International Investments Limited- foreign company

Shri Ankur Gupta S/o Shri O.P.Gupta Occupation:- Business Add:- 304, Southern Park, Saket District Centre, Saket, New Delhi Qualification:-Masters of Science in Real Estate DIN No. 00059884

Whole Time Director 31 Ashiana Retirement Villages Ltd. Vatika Marketing Limited OPG Realtors Ltd. Karma Hospitality Limited Hemie Estates Pvt. Ltd.

Shri Varun Gupta S/o Shri O.P.Gupta Occupation:- Business Add:- 304, Southern Park, Saket District Centre, Saket, New Delhi Qualification:- Bachelor of Science in Finance & Management DIN No. 01666653

WholeTime Director 25

Ashiana Retirement Villages Ltd. Vatika Marketing Limited R G Woods Limited


104

Shri Lalit Kumar Chhawchharia S/o Shri Keshardeo Chhawchharia Occupation:- Company Consultant Add:- 201, Tolly Park, 6A, n.s.c Bose Road, Kolkata-700040 Qualification:-Commerce Graduate DIN No. 00339155

Independent Director 52 Ashiana Retirement Villages Ltd. Vatika Marketing Limited. Karma Hospitality Limited. OPG Realtors Limited. RG Woods Limited. Spectrum Commercials Ltd. Kamper Finance & Securities Ltd. Elite Logistics Ltd. Elite Leasing Ltd Patson Global Ltd. Worldwide Leather Exports Ltd. Saaket Estates Ltd. Kusum Dealcom Pvt. Ltd. Liberson Agencies Pvt. Ltd. Nirvan Merchantdise Pvt. Ltd. Nilgiri Mercantiles Pvt. Ltd. Ambe Properties Pvt.Ltd. Dalson Marketing Pvt. Ltd. Priya Viniyog Pvt. Ltd. K L Investment Pvt. Ltd. PKS Nirmaan Pvt. Ltd. Penguine Securities Pvt. Ltd. Shadal Real Estate Pvt. Ltd. Starpoint Financial Sevices Pvt. Ltd. Raghuvir Suppliers Pvt. Ltd. Greencity Management Pvt. Ltd. Green Park Leafin Pvt. Ltd. Parichiti Textiles Pvt. Ltd. Givetake Trade & Credit (P) Ltd. Raina Merchandise Pvt. Ltd. Vijaypath Trade-Link Pvt. Ltd. Vijaypath Combine Pvt. Ltd. Priya Purnima Investments Pvt. Ltd. Preeti Vanijya Pvt. Ltd. Grace Suppliers Pvt. Ltd. Melinex Traexim Pvt. Ltd. Mintu Textile Mills Pvt. Ltd. Ativir Fincon Pvt. Ltd. Samtel Vinmay Pvt. Ltd. Target Trades Pvt. Ltd. Pranay Vinimay Pvt. Ltd. Sidhi Vinimay Pvt. Ltd. Gegacorp Enterprises Pvt. Ltd. Pitambera Polymers Industries Pvt. Ltd. Apsa Combines Pvt. Ltd. Labh Combines Pvt. Ltd. S P Corporate Services Pvt. Ltd. Jacob Vincom Pvt. Ltd. Glycosic Merchants Pvt. Ltd. Ashiana Homes Pvt. Ltd. R V G Enterprises Pvt. Ltd. R V G Awaas Pvt. Ltd. R V G Nirman Pvt. Ltd. Shadal Properties Pvt. Ltd. Kaushal Vincom Pvt. Ltd. Nipro Trexim Pvt. Ltd. Kamakhya Vyapar Pvt. Ltd. Ashirbad Nirman Pvt. Ltd. Aashirvad Ashiana Pvt. Ltd Black Cadillac Trade Link Pvt. Ltd. Bajaj Polyblends Pvt. Ltd. Captain Commercials Pvt. Ltd. Compact Vyapaar Pvt. Ltd. Energetics Investments and Consultants Pvt. Ltd. Jaisukh Tieup Pvt. Ltd. Monogram Dealcom Pvt. Ltd. Mistvalley Trading Pvt. Ltd. Petal Vinimay Pvt. Ltd. Roselab Commodities Pvt. Ltd. Shivasthal Ashiyana Pvt. Ltd. Xerxes Traders Pvt. Ltd. Vintage Nirman Pvt. Ltd.

105

Rainbow Ventures Pvt. Ltd. Ridhi Vinimay Pvt. Ltd. Shell Business Pvt. Ltd. Satyam Combines Pvt. Ltd. Citra Vyapaar Pvt. Ltd. Madhuraj Infastructure Pvt. Ltd Apsa Realtors Pvt.Ltd. Natraj Technosoft Pvt. Ltd. BG Estates Pvt. Ltd. Hemie Estates Pvt. Ltd. Jagdamba Tradecom Pvt. Ltd. Ritu Collections Pvt. Ltd. Rukmini Vitrak Pvt. Ltd.

Smt. Sonal Mattoo D/o Shri Ashok Kumar Mattoo Occupation:- Lawyer Add:- F-3, Sector-39, Noida-201303 (UP) Qualification:-Law Graduate DIN No. 00106795

Independent Director 35

Vatika Marketing Limited

Relationship between Directors inter-se

Name of the Directors Category of Directorship Relationship between

Directors

Shri Om Prakash Gupta Managing Director Father of Shri Vishal Gupta, Shri Ankur Gupta & Shri Varun Gupta

Shri Vishal Gupta Jt. Managing Director Brother of Shri Ankur Gupta & Shri Varun Gupta

Shri Ashok Kumar Mattoo Independent Director Father of Sonal Mattoo

Except as stated above, none of the other Directors are related to each other.


106

2. Brief Profile of Directors

Name: Mr. Om Prakash Gupta

Father’s Name: Late B.P.Gupta

Qualification: Civil Engineer Masters from Louisiana State University (USA) Experience:

Om Prakash Gupta aged 61 years is a Civil Engineer, from the renowned BITS, pilani (69 batch) and has a Masters from Louisiana State University (USA). A true entrepreneur who is also a visionary, he charted the growth of the company from Patna to Jamshedpur, Delhi NCR (Bhiwadi, Ghaziabad, Greater Noida and Gurgaon) and now to Jaipur, Jodhpur and Lavasa. His Vision brought Bhiwadi into the limelight, and he pioneered the concept of professional maintenance of mid-range residential complexes in lndia. His dream project, Ashiana Utsav Retirement, is yet another pioneening idea. Name: Mr. Vishal Gupta

Father’s Name: Mr. Om Prakash Gupta Qualification: MBA from FORE School of Management (Delhi) Experience :

Vishal Gupta aged 35 years is a product of Sydenham College (Mumbai) and an MBA from FORE School of Management (Delhi). He is acknowledged for his in-depth understanding of the real estate business, customer psychology and market behaviour. He has a great eye for detail and takes a keen interest in the conceptualizing and planning of new housing projects for the company. Name: Mr. Ashok Kumar Mattoo

Father’s Name: Late Triloki Nath Mattoo Qualification: Civil Engineer Experience: Ashok Kumar Mattoo aged 65 years is a Non Executive & Independent Director. He is a mechanical engineer having more than 40 years of vast experience in administration, project planning, project execution, maintenance and operations. He has served in major organisations like Border Roads, Bharat Heavy Electricals (BHEL) and Tata Steel. As Deputy Director and Director Town Services he maintained the municipal services for Jamshedpur. Mr. Mattoo has also served as the Chairman of Jamshedpur Notified Area Committee. Name: Mr. Abhishek Dalmia

Father’s Name: Shri Ajay Hari Dalmia Qualification: Chartered Accountant Experience: Abhishek Dalmia aged 40 years is a Chartered Accountant. He belongs to well known Industrial House. He has a brilliant educational as well as professional track record. He is having more than 17 years of rich experience in different organizations at different position. He worked for Capital Ideas India Ltd., OCL India Ltd., Khammam Granite India Ltd. at a very senior position and presently heading as CEO of Renaissance Group. Presently he does not hold any share in Ashiana Housing Ltd.

107

Name: Mr. Lalit Kumar Chhawchharia

Father’s Name: Late Keshardeo Chhawchharia Qualification: Commerce Graduate Experience : Lalit Kumar Chhawchharia, aged 52 years a commerce graduate is a practicing consultant. He has diversified experience of 35 years in various industries. He has been associated with Ashiana group since its inception. Name: Ms. Sonal Mattoo

Father’s Name: Shri Ashok Kumar Mattoo Qualification: Law Graduate Experience : Sonal Mattoo, aged 35 years, a law graduate from the National law school, Bangalore, is a practicing lawyer with over seven years of experience. She is also a co-founder of a voluntary organization “Helping hands” which deals with the issues of women and senior citizens. Name: Mr. Ankur Gupta

Father’s Name: Mr. Om Prakash Gupta Qualification: Bachelor in Business Administration from FDU (USA) and an M.S. in Real Estate from NYU (USA) Experience : Ankur Gupta aged 31 years is a Bachelor in Business Administration from FDU (USA) and an M.S. in Real Estate from NYU (USA). He has more than 5 years of experience in marketing & administrative affairs. He focused on residential projects for senior citizens during his research work at University. His experience was put to good use at Utsav, and he is now looking after Marketing for the company.

Name: Mr. Varun Gupta

Father’s Name: Mr. Om Prakash Gupta Qualification: Bachelors in Science from Stern School of Business, New York University Experience : Varun Gupta aged 25 years has done Bachelors in Science from Stern School of Business, New York University. He majored in finance and management and graduated with the high academic distinction, ‘Magna Cum Laude’. He then joined Citigroup in commercial mortgage backed securities where he was underwriting commercial real estate. After a year and a half of rich experience, he joined Ashiana Housing Ltd. and is looking after land and finance matters.

Borrowing Powers of the Directors in the Company

The Company till date has not passed any resolution in respect of the borrowings pursuant to Section 293(1) (d) of the Companies Act, 1956 as the present borrowings are within the limits available under the Companies Act.


108

3. Details of compensation to Managing Director / Joint Managing Director / Whole

Time Directors

TERMS OF APPOINTMENT & COMPENSATION OF MANAGING DIRECTOR/ JT. MANAGING

DIRECTOR & WHOLE TIME DIRECTORS

Terms of Re - Appointment of Managing Director Shri Om Prakash Gupta The shareholders in the Extra Ordinary General Meeting held on 30th March 2007 approved the re-appointment and remuneration of Shri Om Prakash Gupta, as Managing Director for a period of three years with effect from 01.04.2007 pursuant to the provisions of sections 198, 269, 309, and 310 of the Companies Act, 1956, read with schedule XIII to the Act.

Shri Om Prakash Gupta is to be paid the following remuneration w.e.f 01.04.2007

BASIC SALARY : Rs. 1,50,000/- per month. HOUSING:

a) The expenditure incurred by the Company on hiring unfurnished accommodation will be subject to a ceiling of 60 percent of the basic salary.

b) Free furnished accommodation in case the accommodation is owned by the Company. c) In case no accommodation is provided by the Company, entitlement to house rent

allowance subject to the ceiling laid down in (a) above. The expenditure incurred by the Company on gas, electricity, water & furnishings will be valued as per Income Tax Rules, 1962.

PROVIDENT FUND: Contribution to the Provident Fund as per rules of the Company, subject to

a ceiling of 12% of Basic Salary.

SUPERANNUATION FUND : Contribution to superannuation fund as per rules of the Company

subject to the condition that such contribution together with Provident Fund shall not exceed

25% of basic salary as laid down under the Income Tax Rules, 1962.

GRATUITY: Payable as per rules of the Company but not exceeding half month's salary for each

completed year of service.

MEDICAL REIMBURSEMENT: Expenses actually incurred for self and family.

LEAVE TRAVEL CONCESSION: For self and family once in a year fur any destination, in India.

CLUB FEES: Fees of Club subject to a maximum of two clubs may be allowed. Admission and

Life membership fees are not permissible.

PERSONAL ACCIDENT INSURANCE: Premium not to exceed Rs. 3,000/- per annum.

CAR: Facility of Car with driver.

TELEPHONE: Telephone at residence. (Personal long distance calls on telephone and use of car

for private purpose shall be billed by the Company to the Managing Director.)

LEAVE: One month leave for Eleven Months of service. Leave accumulated but not availed will

be allowed to be encashed at the end of tenure.

TERMINATION OF CONTRACT: The Company and Shri Om Prakash Gupta are entitled to

terminate the contract by giving not less than 'Ninety days' notice to either party.

109

He shall not be entitled to any sitting fees paid for attending the meeting of the Board of Directors of the Company. In case, if in any financial year, the Company has no profits or its profits are are inadequate, the remuneration aforesaid, shall be paid as minimum remuneration. Terms of Appointment of Joint Managing Director Shri Vishal Gupta

The shareholders of the Company in the Extra Odinary General Meeting of the Company held on 30th March

2007 in partial modification of the earlier resolution passed in the 20th Annual General Meeting held on 19th September, 2006 and pursuant to Section 198, 269,309 & 310 & 316(2) read with schedule XIII and other applicable provisions, if any of the Companies Act, 1956 or , including any statutory modification or re-enactment thereof, approved the appointment of Shri Vishal Gupta as Jt. Mnaging Director of the Company w.e.f 01.04.2007 for a period of three years upto 31.03.2010 on the following terms and conditions:- Shri Vishal Gupta is to be paid the following remuneration w.e.f 01.04.2007

BASIC SALARY: Rs. 1,50,000/- per month HOUSING:

a) The expenditure incurred by the Company on hiring unfurnished accommodation will be

subject to a ceiling of 60 percent of the basic salary.

b) Free furnished accommodation in case the accommodation is owned by the Company.

c) In case no accommodation is provided by the Company, entitlement to house rent

allowance subject to the ceiling laid down in (a) above.

The expenditure incurred by the Company on gas, electricity, water & furnishings will be valued

as per Income Tax Rules. 1962.



SUPERANNUATION FUND: Contribution to superannuation fund as per rules of the Company subject to the condition that such contribution together with Provident Fund shall not exceed 25% of basic salary as laid down under the Income Tax Rules, 1962. GRATUITY: Payable as per rules of the Company but not exceeding half month's salary for each completed year of service. MEDICAL REIMBURSEMENT: Expenses actually incurred for self and family. LEAVE TRAVEL CONCESSION: For self and family once in a year for any destination in India. CLUB FEES: Fees of Club subject to a maximum of two clubs may be allowed. Admission and Life membership fees are not permissible. PERSONAL ACCIDENT INSURANCE: Premium not to exceed Rs. 3,000/- per annum. CAR: Facility of Car with driver. TELEPHONE: Telephone at residence. (Personal long distance calls on telephone and use of car for private purpose shall be billed by the Company to the Jt. Managing Director.) LEAVE: One month leave for Eleven Months of service. Leave accumulated but not availed Will be allowed to be encashed at the end of tenure.


110

TERMINATION OF CONTRACT: The Company and Shri Vishal Gupta are entitled to terminate the contract by giving not less than 'Ninety days' notice to either party. He shall not be entitled to any sitting fees paid for attending the meeting of the Board of Directors of the Company. In case, if in any financial year, the Company has no profits or its profits are are inadequate, the remuneration aforesaid, shall be paid as minimum remuneration Terms of Appointment of Whole Time Director Shri Ankur Gupta

The shareholders of the Company in the Extra Odinary General Meeting of the Company held on 30th March

2007 in partial modification of the earlier resolution passed in the 20th Annual General Meeting held on 19th September, 2006 and pursuant to Section 198, 269,309 & 310 & 316(2) read with schedule XIII and other applicable provisions, if any of the Companies Act, 1956 or , including any statutory modification or re-enactment thereof, approved the appointment of Shri Ankur Gupta , as Whole time Director of the Company w.e.f 01.04.2007 for a period of three years upto 31.03.2010 on the following terms and conditions:- Shri Ankur Gupta is to be paid the following remuneration w.e.f 01.04.2007

BASIC SALARY: Rs. 1,50,000/- per month

HOUSING:

a) The expenditure incurred by the Company on hiring unfurnished accommodation will be subject to a ceiling of 60 percent of the basic salary.

b) Free furnished accommodation in case the accommodation is owned by the Company, c) In case no accommodation is provided by the Company, entitlement to house rent

allowance subject to the ceiling laid down in (a) above.

The expenditure incurred by the Company on gas, electricity, water & furnishings will be valued

us per Income Tax Rules, 1962.



SUPERANNUATION FUND: Contribution to superannuation fund as per rules of the Company

subject to the condition that such contribution together with Provident Fund shall not exceed

25% of basic salary as laid down under the Income Tax Rules, 1962.

GRATUITY: Payable as per rules of the Company but not exceeding half month's salary for each

completed year of service.


LEAVE TRAVEL CONCESSION: For self and family once in a year for any destination in India.

CLUB FEES: Fees of Club subject to a maximum of two clubs may be allowed. Admission and

Life membership fees are not permissible.

PERSONAL ACCIDENT INSURANCE: Premium not to exceed Rs. 3,000/- per annum.


111

TELEPHONE: Telephone at residence (Personal long distance calls on telephone and use of car

for private purpose shall be billed by the Company to the Whole Time Director.)

LEAVE: One month leave for Eleven Months of service. Leave accumulated but not availed will

be allowed to be encashed at the end of tenure.

TERMINATION OF CONTRACT: The Company and Shri Ankur Gupta are entitled to terminate

the contract by giving not less than 'Ninety days' notice to either party.

He shall not be entitled to any sitting fees paid for attending the meeting of the Board of Directors of the Company. In case, if in any financial year, the Company has no profits or its profits are are inadequate, the remuneration aforesaid, shall be paid as minimum remuneration

Terms of Appointment of Whole Time Director Shri Varun Gupta

The shareholders in the Extra Odinary General Meeting held on September 18, 2008 approved the appointment and remuneration of Shri Varun Gupta, as Whole Time Director for a period of three years with effect from 01.07.2008 pursuant to the provisions of sections 198, 269, 309, 310, & 316(2) of the Companies Act, 1956, read with schedule XIII to the Act.

Shri Varun Gupta is to be paid the following remuneration w.e.f 01.07.2008

BASIC SALARY: Rs. 1,50,000/- per month.

HOUSING: b) The expenditure incurred by the Company on hiring unfurnished accommodation will be

subject to a ceiling of 60 percent of the basic salary. c) Free furnished accommodation in case the accommodation is owned by the Company, d) In case no accommodation is provided by the Company, entitlement to house rent allowance

subject to the ceiling laid down in (a) above. The expenditure incurred by the Company on gas, electricity, Water & furnishings will be valued as per Income Tax Rules, 1962.

PROVIDENT FUND: Contribution to the Provident Fund as per rules of the Company, subject to a ceiling of 12% of Basic Salary.

SUPERANNUATION FUND:

Contribution to superannuation fund as per rules of the Company subject to the condition that such contribution together with Provident Fund shall not exceed 25% of basic salary as laid down under the Income Tax Rules, 1962.

GRATUITY: Payable as per rules of the Company but not exceeding half month's salary for each completed year of service.


LEAYE TRAVEL CONCESSION: For self and family once in a year for any destination in India. CLUB FEES: Fees of Club subject to a maximum of two clubs may be allowed. Admission and Life membership fees are not permissible.


112

PERSONAL ACCIDENT INSURANCE: Premium not to exceed Rs.1,000/- per annum.


TELEPHONE: Telephone at residence. (Personal long distance calls on telephone and use of car for private purpose shall be billed by the Company to the Whole-Time Director).

LEAVE: One month leave for Eleven Months of service. Leave accumulated but not availed will be allowed to be encashed at the end of tenure. TERMINATION OF CONTRACT: The Company and Shri Varun Gupta are entitled to terminate the contract by giving not less than Ninety days' notice to either party.

He shall not be entitled to any sitting fees paid for attending the meeting of the Board of Directors of the Company. In case, if in any financial year, the Company has no profits or its profits are are inadequate, the remuneration aforesaid, shall be paid as minimum remuneration

TERMS OF APPOINTMENT OF NON-EXECUTIVE DIRECTORS

The Non-Executive Directors are paid remuneration by sitting fees.The sitting fees to the Non- Executive Directors for the Board meetings and committee meetings is as stated below: 1. Board Meeting - Rs. 1000/- per meeting 2. Audit Committee - Rs.Nil per meeting 3. Other Committees – Nil

113

4. Compliance with Corporate Governance requirements

REPORT ON CORPORATE GOVERNANCE FORMING PART OF THE DIRECTORS’ REPORT

Our Company is in compliance of the provisions for corporate governance as stipulated in the listing agreements with the Stock Exchanges, including with respect to the appointment of independent Directors to our Board and the constitution of the audit committee, investor grievance committee and compensation committee.

The Company firmly believes in good Corporate Governance and has made Corporate Governance a practice and continuous process of development right across the company. The Company’s Philosophy on corporate governance envisages the attainment of the highest levels of transparency and accountability in the functioning of the company and conduct of business. The Company’s corporate philosophy is focused on its people who are the most important assets. The company values its employee’s integrity, creativity and ability who in turn demonstrate the highest ethical standard and responsibility towards the shareholders. The Company believes that over a period of time all its operations and actions must serve the underlying goal of enhancing overall shareholder value.

The Company has already appointed various committees as required as per the Act

and the details of which are as follows:-

Audit Committee

The Company has an Audit Committee of the Board since January 2001 which comprises of three Non-Executive Independent Directors namely Shri Lalit Kumar Chhawchharia – Chairman, Shri Ashok Kumar Mattoo – Member, Smt. Sonal Mattoo – Member. The quorum of the Audit Committee is two members. The Company Secretary is the Secretary of the Audit Committee. The Audit Committee meeting was held on five times during financial year 2008-2009, the date of which are as follows: 1. April 25, 2008 2. June 30, 2008 3. July 30, 2008 4. Oct 30, 2008 5. Jan. 29, 2009. Attendance of the members of the Audit Committee at these meetings is as under:

Sr. No. Name of Members of Audit Committee No. of meetings attended

1. Shri Lalit Kumar Chhawchharia 3 2. Shri Ashok Kumar Mattoo 5 3. Smt. Sonal Mattoo 3

Brief Terms of Reference of Audit Committee:

The primary function of the Audit Committee is to assist the Board of Directors in fulfilling its oversight responsibilities by reviewing the financial reports and other financial information provided by the Company to any Statutory Authority or to the investors or the public, the Company’s system of Internal Controls regarding finance, accounting and legal compliances that Management and the Board have established.

Remuneration Committee

The Company has a duly constituted “Remuneration Committee”. The Committee consists of three (3) non executive independent directors. All matters relating to finalization of remuneration of directors are being taken to the committee for their consideration and approval. The following Directors are the members of the Remuneration Committee:

Sr. No. Name of Directors Designation

1. Shri Ashok Kumar Mattoo Chairman 2. Shri Lalit Kumar Chhawchharia Member 3. Smt. Sonal Mattoo Member


114

During the financial year 2008-09 one meeting Remuneration Committee was held.

Transfer and Shareholders’ / Investors’ Grievance Committee

The Transfer and Shareholders’/Investors’ Grievance Committee was reconstituted on 1st September 2003. The following directors are members of the Transfer and Shareholder’s/Investors’ Grievance Committee:

Sr. No. Name of Directors Designation

1. Smt. Sonal Mattoo Chairman 2. Shri Om Prakash Gupta Member 3. Shri Vishal Gupta Member

The scope of the “Transfer and Shareholders’/Investors’ Grievance Committee” was enlarged to monitor investors’ grievances/complaints along with the share transfer. The Committee approved the share transfer at its meeting which was held once or twice in a month.

The Transfer and Shareholders’/Investors’ Grievance Committee also took note of the findings of audit carried out by practicing Company Secretary and implemented the suggestions. As required by the listing agreement executed with Stock Exchanges, Mr. Bhagwan Kumar, Company Secretary, was appointed as a ‘Compliance Officer’ and entrusted to monitor the share transfer process and liaise with the regulatory authorities.

The Transfer Committee meeting was held on 31 times during financial year 2008-2009, the dates of which are as follows:

April: 10-04-2008, 21-04-2008, 30-04-2008; May: 10-05-2008, 20-05-2008, 31-05-2008 June: 10-06-2008, 26-06-2008; July: 05-07-2008, 15-07-2008, 31-07-2008; August: 11-08-2008, 20-08-2008, 30-08-2008; September: 10-09-2008; October: 10-10-2008, 20-10-2008, 31-10-2008; November: 10-11-2008, 20-11-2008, 28-11-2008; December: 10-12-2008, 31-12-2008, January: 10-01-2009, 20-01-2009, 31-01-2009; February: 10-02-2009, 20-02-2009, 28-02-2009; March: 10-03-2009, 30-03-2009. There has been no complaint that has not been resolved to the satisfaction of the shareholders’ nor are there any pending complaints.

5. Shareholding of Directors The details of shareholding of Directors of the Company are as under:

Sl. No. Name of the Director No. of shares held % of total holding

1. Shri Om Prakash Gupta - 2. Shri Vishal Gupta 2661712 14.21 3. Shri Ashok Kumar Mattoo 1750 0.01 4. Shri Abhishek Dalmia - - 5. Shri Ankur Gupta 3918496 20.91 6 Shri Varun Gupta 3922997 20.94 7. Shri Lalit Kr. Chhawchharia - - 8. Smt. Sonal Mattoo - -

Qualification shares required to be held by the Directors

As per Clause 91 of the Articles of Association of the Company, no qualification share is required for being appointed as or holding the office as a Director of the Company

115

6. Interest of Directors:

Except as stated in “Related Party Transactions” on Page No. [*] of this Letter of Offer and to the extent of remuneration (received by them in their respective capacities) and to the extent any equity shares of the Company held by them, there are no interest of Promoters / Directors or payment or benefit to Promoters / Directors except as mentioned on Page No. [*] under the heading “Compensation to Managing Director/ JMD & Whole Time Directors” in the Letter of Offer.

All Directors may be deemed to be interested in the contracts, agreements / arrangements entered into or to be entered into by the Company with any company in which they hold directorship as declared in their respective declarations.

7. Change in the Directors during the last three years:

Name of Director Date of

Appointment

Date of

ceasing

Reason

Shri Varun Gupta 01.07.2008 - Appointment as Additional Director & Whole Time Director


116

8. Management Organisation Chart

Board of Directors

Chairman cum Managing Director

(Mr. Om Prakash Gupta)

Whole Time Director

(Mr. Varun Gupta)

Whole Time Director

(Mr. Ankur Gupta) Jt. Managing Director

(Mr. Vishal Gupta)

Jaipur-V.P. (Mr.

Sanjeev Rawat)

Jodhpur-V.P. (Mr.

Sanjeev Rawat)

Jamshedpur-V.P.

(Mr. Kuldeep

Gahlaut)

Planning &

Co-ordination –G.M.

(Mr. S.K. Palit)

Construction -G.M.

(Mr. S.K. Palit)

Purchase G.M. (Mr.

S.K. Palit)

Marketing –G.M.

(Mr. Atma

Sharan)

Tree House –V.P.

(Mr. A.

Gongopadhyay)

HR –Mgr. (Mr.

Dinesh Yadav)

IT- Manager (Mr.

T.K. Shaju)

Finance & Accounts-

G.M. (Mr. Manojit

Sengupta

Legal & Secretarial –

Company Secretary (Mr.

Bhagwan Kumar)

Bhiwadi –V.P. (Mr.

P.K. Jaiswal)

Lavasa, Pune –V.P.

(Mr. Manoj Tyagi)

117

9. Key Managerial Personnel: Following are the key managerial personnel of the Company as on the date of the Filing of this Drfat Letter of Offer:-

Sr.

No Name Designation

Date of

Joining Age

Qualification

Last

Employment

Experienc

e in years

No. of

shares

held

1 Mr. A.Gongopadhyay Vice President

05.11.94 63 Yrs B.Com

Indian Institute of Security & safety Management 33 Nil

2 Mr. P K Jaiswal Vice President 24.03.89 51 Yrs BE (Civil)

Vishnu Sugar Mills 24 Nil

3 Mr. Sanjeev Rawat Vice President

13.08.07

49 Yrs

M.Sc ( Defence & strategic Studies

D.H.Q New Delhi 28 Nil

4 Col. (retd) Kuldeep Gahlaut Vice President

05.01.09 46 yrs M.Sc., PGDBM Indian Army 22 Nil

5 Mr. Manoj Tyagi Vice President 01.02.08 38 Yrs

B.Tech, Exec.PGDM BHEL 14

Nil

6 Mr.SK Palit GM- Engineering 17.12.97 47 Yrs BE (Civil)

Hundai Corporation, Kuwait 23 1300

7 Mr. Atma Sharan GM- Marketing 15.10.07 49 Yrs B. Com Indian Army 16 Nil

8 Mr. Bhagwan Kumar

Company Secretary

15.04.05 38 yrs ACS,LLB

Rungta Irrigation Ltd 14 200

9 Mr. Manojit Sengupta

GM- Finance & Accounts

12.08.08 36 Yrs CA

Walltracts (I) Pvt. Ltd. 11 Nil

The Company has all its key managerial personnel as its permanent employees on the payroll of the Company.

Brief note on Key Managerial personnel

The operations of the Company are overseen by a professional management team under the guidance of the Chairman cum Managing Director Shri Om Prakash Gupta. The top management team has the requisite experience and the qualification for their respective responsibilities. A brief profile of the top management team is as follows:

Mr. Ashok Gongopadhyay, 63 years, is the Vice President and he is looking after the entire maintenance and rentals / resale business in Delhi. He had been an army personnel retired from the post of Colonel. He has an experience of over 33 years and in Ashiana he has over 14 years of experience with distinguished career. Prior to Ashiana he was associated with the Indian Institute of Security and Safety Management at a senior level.

Mr. Pramod Kumar Jaiswal, 51 years, is the Vice President. He holds a degree of Bachelor of Engineering (Civil) and has over 24 years of experience out of which 20 years are with Ashiana. Mr. Jaiswal is responsible for implementation and execution of company’s projects in Bhiwadi (Rajasthan). Mr. P.K. Jaiswal has many successful projects in his name. Prior to Ashiana he was associated with Vishnu Sugar Mills at senior position.

Mr. Sanjeev Rawat, 49 years, is the Vice President. He is looking after the entire project implementation, execution and other senior managerial work in Jaipur and Jodhpur (Rajasthan). He had been in Indian Navy and retired from the post of Commander. Mr. Rawat is a Master of Science in Defense and Strategic Studies and has around 28 years of experience. He is associated with Ashiana for the last one year and eight months.

Mr. Kuldeep Gahlaut, 46 years, is the Vice President. He is looking after the entire project implementation, execution and other senior managerial work in Jamshedpur (Jharkhand). Mr.


118

Gahlaut is a retired Colonel from Indian Army. He holds a Master of Science degree and Post Graduate Diploma in Business Management. Mr. Gahlaut has 22 years of rich experience.

Mr. Manoj Tyagi, 38 years, is the Vice President. He is looking after the entire project implementation, execution and other senior managerial work in Lavasa (Maharashtra). He holds the degree of Bachelor of Technology and Post Graduate Diploma in Management. Mr. Tyagi has around 14 years of rich experience. Prior to Ashiana he was working with Bharat Heavy Electricals Ltd.

Mr. Shyamal Kumar Palit, 47 years, is the General Manager (Engineering). He is in charge of construction and planning activities of the company and has 23 years of rich experience in this field. He holds a degree in Civil Engineering. Mr. Palit was previously employed with Hundai Corporation (Kuwait). He is associated with Ashiana for the last 11 years and 4 months.

Mr. Atma Sharan, 49 years, is the General Manager (Marketing). Mr. Atma Sharan is a retired Colonel from Indian Army. He is a Bachelor of Commerce. He heads the entire marketing team for company’s projects. He has 16 years of rich experience.

Mr. Bhagwan Kumar, 38 years, is the Company Secretary of the Company. Mr. Kumar is an associate member of the Institute of Company Secretary of India and is a law graduate also. He is looking after the company’s secretarial work. He is also responsible for entire legal affairs of the company and its associates. Mr. Kumar has rich experience of over 14 years. He had worked with reputed groups like Modi group of companies, Rungta Irrigation Ltd. at a senior level. He has been associated with Ashiana for the last 4 years.

Mr. Manojit Sengupta, 36 years, is the General Manager (Finance and Accounts) of the Company. Mr. Sengupta is an associate member of the Institute of the Chartered Accountants of India. He is looking after the corporate finance and accounts of the company. Mr. Sengupta has a rich experience of 11 years. Earlier he was working with Walltracts (I) Pvt. Ltd.

Bonus or profit sharing plans for the Key Managerial Personnel

There are no bonus and profit sharing plans for the Key Managerial Personnel of the Company.

Loans to Key Managerial Personnel

Company has provided loan to Mr. Pramod Kumar Jiaswal and the amount outstanding as on 27.06.2009 is Rs. 1,10,000/-.

Changes in the Key Managerial Personnel during last 3 years

Name

Position Date Reason

Mr. Saket Agarwal GM-Finance & Accounts 13.01.2007 Resignation Mr. Bikram Pratap Singh Dhanoa GM- Marketing 18.03.2007 Appointed Mr. Bikram Pratap Singh Dhanoa GM- Marketing 03.06.2007 Resignation Col. (Retd.) DKS Khichar Vice President 31.07.2007 Resignation Mr. Sanjeev Rawat Vice President 13.08.2007 Appointed Mr. Atma Sharan GM- Marketing 15.10.2007 Appointed Mr. Manoj Tyagi Vice President 01.02.2008 Appointed Mr. Naval Kishore GM-Finance & Accounts 25.07.2008 Resignation Mr. Manojit Sengupta GM- Finance & Accounts 12.08.2008 Appointed Mr. Manu Rishi Gupta GM-Hotel 31.08.2008 Resignation Mr. Salil Kumar Banerjee Vice President 22.11.2008 Resignation Col. (retd) Kuldeep Gahlaut Vice President 05.01.2009 Appointed Mr. Govind Mehta Vice President 31.03.2009 Resignation

119

10. ESOS / ESPS Scheme to Employees of the Company

Company has not issued any equity shares under ESOS/ESPS to its employees since inception. Company does not intend to grant any shares to its employees under ESOS/ESPS scheme from the proposed Rights Issue.

11. Payment or Benefits to Officers of the Company

The Officers of the Company do not have any interest in the Company other than to the extent of the remuneration or benefit as per the terms of appointment and reimbursement of expenses incurred by them during the ordinary course of business. The Company does not intend to pay or give any consideration for payment of giving of the benefits.


120

VI. PROMOTERS / PROMOTER GROUP

The Promoters of our Company are five natural persons as follows:-

1. OM Prakash Gupta

2. Vishal Gupta

3. Ankur Gupta

4. Varun Gupta

5. Rachna Gupta

OM PRAKASH GUPTA , a Civil Engineer, from the renowned BITS, pilani (69 batch) and has a Masters from Louisiana State University (USA). A true entrepreneur who is also a visionary, he charted the growth of the company from Patna to Jamshedpur, Delhi NCR (Bhiwadi, Ghaziabad, Greater Noida and Gurgaon) and now to Jaipur, Jodhpur & Lavasa. His Vision brought Bhiwadi into the limelight, and he pioneered the concept of professional maintenance of mid-range residential complexes in lndia. His dream project, Ashiana Utsav Retirement, is yet another pioneering idea.

Passport No.: E5517527 Driving License No.: P03032003355722 Voter ID No.: NEC1073980 PAN No.: ABRPG0638E

VISHAL GUPTA is a product of Sydenham College (Mumbai) and an MBA from FORE School of Management (Delhi). Vishal Gupta is acknowledged for his in-depth understanding of the real estate business, customer psychology and market behaviour. He has a great eye for detail and takes a keen interest in the conceptualizing and planning of new housing projects for the company. Passport No.: F3204401 Driving License No.: 6862/95 Voter ID No.: NEC1074038 PAN No.: AHEPG5377M

ANKUR GUPTA is a Bachelor in Business Administration from FDU (USA) and an M.S. in Real Estate from NYU (USA). He focused on residential projects for senior citizens during his research work at University. His experience was put to good use at Utsav, and he is now looking after Marketing for the company.

Passport No.: G9544417 Driving License No.: 6861/95 Voter ID No.: NEC1074061 PAN No.: AHEPG5378E

VARUN GUPTA has done Bachelors in Science from Stern School of Business, New York University. He majored in finance and management and graduated with the high academic distinction, ‘Magna Cum Laude’. He then joined Citigroup in commercial mortgage backed securities where he was underwriting commercial real estate. After a year and a half of rich experience, he joined Ashiana Housing Ltd. and is looking after land and finance matters.

Passport No.: E1973735 Driving License No.: P03122001295562 Voter ID No.: NEC1073998 PAN No.: AASPG6994P

Smt. RACHNA GUPTA, is wife of Mr. Vishal Gupta, Joint Managing Director of Ashiana Housing Ltd. Smt Rachna Gupta is a Commerce Graduate. She is the Whole Time Director of Vatika Marketing Ltd. a 100% subsidiary company of Ashiana Housing Ltd. She has been actively associated in day to day affairs of the group and is instrumental in the present growth of the same. She is having more than seven years of working experience in different fields. She is basically an interior designer giving her professional best to the company. She has many successful projects to her name.

Passport No.: E0903587 Driving License No.: 29291 Voter ID No.: NEC1074053 PAN No.: AABPG6030F

121

Declaration:

The Permanent Account Number, Bank Account Number and Passport Number of the individual Promoters have been submitted to the stock exchange on which securities are proposed to be listed at the time of filling of the Letter of Offer with them. There are no litigations, disputes towards tax liabilities or criminal / civil prosecution / complaint against the above-mentioned Promoters other than as mentioned in the chapter “Outstanding Litigation, Defaults and Material Developments” of this letter of Offer. Promoter Group

Relatives of the Promoters that form part of the Promoter Group under Clause

6.8.3.2(m) of the SEBI Guidelines

The natural persons who are part of the Promoter Group (due to their relationship with the individual Promoters), other than the individual Promoters named above, are as follows: Sr. No. Name Relationship with Promoter

1 Beila Gupta Wife of Shri Om Prakash Gupta & Mother of Vishal Gupta, Ankur Gupta, Varun Gupta, Tarun Gupta & Simran( Daughter)

2 Tarundeep Singh Kataria Son of Shri Om Prakash Gupta 3 Simran Bassi Daughter of Shri Om Prakash Gupta 4 Vijay Bassi Husband of Simran Bassi 5 Shiv Bhagwan Gupta Brother of Shri Om Prakash Gupta 6 Prem Gupta Brother of Shri Om Prakash Gupta 7 Ashwini Gupta Brother of Shri Om Prakash Gupta 8 Janak Dulari Nagori Sister of Shri Om Prakash Gupta 9 Urmila Kanwatia Sister of Shri Om Prakash Gupta 10 Kiran Sister of Shri Om Prakash Gupta 11 Rachna Gupta Wife of Shri Vishal Gupta 12 Myra Gupta Daughter of Shri Vishal Gupta 13 Hemie Gupta Wife of Shri Ankur Gupta

Companies promoted by the Promoters under Clause 6.8.3.2(m) of the SEBI Guidelines

Companies, which form part of our Promoter Group are as follows:

1. OPG Realtors Limited 2. RG Woods Limited 3. Karma Hospitality Limited 4. BG Estates Private Limited 5. Hemie Estates Private Limited

Interest in any property acquired by the Company within two years of the date of this

Draft Letter of Offer

The Promoters are not interested in any property that has been acquired by the Company within two years from the date of filing of this Draft Letter of Offer.

Payments of benefits to the Promoters during the last two years

Except as stated in the section titled “Related Party Transactions” on page [*] of this Draft Letter of Offer, there has been no payment of benefits to the Promoters during the last two years from the date of filing of this Draft Letter of Offer.


122

Disassociation by the Promoters in the last three years

The promoters have not disassociated with any Company in the last 3 years. However a Company named Ashiana Apartments Ltd. in which the promoters were directors was merged with M/s Ashiana Retirement Villages Limited, Wholly Owned Subsidiary of the Company.

The subsidiaries of the company are as follows:

Sl.

No:

Name of the

subsidiary Details of the

Shareholders Shareholding of the

company (in

percentage)

1 Ashiana Retirement Villages Limited

Ashiana Housing Limited and nominees

100%

2 Vatika Marketing Limited

Ashiana Housing Limited and nominees

100%

RELATIONSHIP BETWEEN THE PROMOTERS, DIRECTORS AND THE MANAGERIAL

PERSONNEL

There is no relationship among any Promoters, Directors and the Managerial Personnel except as stated in the Letter of Offer. COMMON PURSUIT

There is no Common Pursuit in the business of the Company and other group companies other than those mentioned in the Annexure (----) to the Auditor’s Report of this Letter of Offer. To some extent, the Company and its subsidiary namely Ashiana Retirement Villages Ltd. are engaged in the Housing Project development activities but ultimately not affecting the company operations being the latter is wholly owned subsidiary of the Company. The other group companies are either engaged in investment in real estates and interior decoration etc, which are altogether of different nature and applications. Since no other entity is engaged in the line of activity in which the Company is engaged, there is no conflict of interest that arises from the financial transactions dealt with among the group companies. RELATED PARTY TRANSACTIONS

The details of related party transactions are mentioned in Annexure ---- to the Auditor’s Report of this Letter of Offer. INTEREST OF DIRECTORS AND PROMOTERS

Except as stated elsewhere in this Letter of Offer, all the Directors may be deemed to be interested to the extent of remuneration and / or sitting fees payable to them for attending the meeting of the Board or Committee thereof apart from reimbursement of traveling/incidental expenses, if any, as per the Articles of Association of the Company. The Managing Director/Directors/Promoters of the Company shall be deemed to be interested to the extent of shares held by them and/or their friends and relatives and which may be allotted to them out of the present rights issue, and are also deemed to be interested to the extent of remuneration and perquisites being drawn by them from the Company. Except as stated otherwise in this Letter of Offer, the Company has not entered into any contract, agreements or arrangement during the preceding two years from the date of this letter of offer in which the Directors are interested directly or indirectly.

123

VII. CURRENCY OF PRESENTATION

Through out the letter of offer unless the context otherwise requires all the references to “Rupees”/ “Rs” is the legal currency of the Republic of India.


124

VIII. DIVIDEND POLICY

The declaration and payment of dividends on Equity Shares is recommended by the Board of Directors and approved by the shareholders of the Company based on the recommendation by the Board of Directors. The Board of Directors may recommend dividend, at its discretion, to be paid to the members after considering several factors, including but not limiting to, future expansion plans and capital requirement, profits earned during the financial year, cost of raising funds from alternate sources, liquidity, applicable taxes including tax on dividend, as well as exemption under tax laws available to various categories of investors from time to time and money market conditions. The summary of dividends declared by AHL for the last 5 financial years are as follows: Particulars For the year ended on

31.03.09* 31.03.08 31.03.07 31.03.06 31.03.05

Face Value of Equity Shares (Rs. Per share)

10/- 10/- 10/- 10/- 10/-

Dividend including Dividend Tax (Rs. Lacs)

- 328.80 156.57 122.08 61.04

Dividend per Equity Share (Rs.) - 1.50 2.50 2.00 1.00 Dividend Rate (%) - 15% 25% 20% 10% The amount paid as dividend in past is not indicative of the Company’s dividend policy in future. * The Board of Directors at its meeting held on 3rd June 2009 has not recommended any dividend for the year 2008-09.

125

SECTION - E. FINANCIAL STATEMENTS

I. FINANCIAL INFORMATION OF THE ISSUER COMPANY

AUDITOR’S REPORT AS REQUIRED BY PART II OF SCHEDULE II OF THE COMPANIES

ACT, 1956

AUDITOR’S REPORT

To, The Board of Directors, Ashiana Housing Ltd. Kolkata Dear Sirs, We have examined the financial information of Ashiana Housing Limited (the company) annexed to this report for the purpose of inclusion in the Letter of Offer in respect of proposed Right Issue of the Company. The said financial information has been prepared in accordance with the requirements of paragraph B (1) of part II of Schedule II to the Companies Act, 1956 (‘the Act’), the Securities Exchange Board of India (“SEBI”)-Disclosure and Investors Protection Guidelines, 2000 (‘the guidelines), as amended, issued by the Securities and Exchange Board of India in pursuance of section 11 of the Securities and Exchange Board of India Act,1992; and related to clarification; and in accordance with the terms of reference received from the company requesting us to carry out work in connection with the letter of offer being issued by the Company in connection with its Proposed Right Issue of equity shares.

A. Financial Information as per Audited Financial Statements:

We have examined the attached ‘Restated Summary Statement of Assets and Liabilities’ of the company as at 31st March 2009, 31st March 2008, 31st March 2007, 31st March 2006, 31st March 2005 (Annexure I) and the attached ‘Restated Summary Statement of Profits and Losses’ (Annexure II) and the attached ‘Restated Statement of Cash Flows’ (Annexure III) for the year ended 31st March 2009, 31st March 2008, 31st March 2007, 31st March 2006 and 31st March 2005 together referred to as ‘Restated Summary Statements’. These Summary Statement have been extracted from the financial statements of the year ended 31st March 2009, 31st March 2008, 31st March 2007, 31st March 2006, 31st March 2005 audited by us, and have been adopted by the Board of Directors/Members for those respective years. Based on our examination of these summary statements, we state that:

i. The Restated Summary Statements have to be read in conjunction with the

notes given in Annexure to this report. ii. The Restated Summary Statements of the Company have been restated with

retrospective effect to reflect the significant accounting policies being adopted by the Company as at 31.03.09 stated in notes forming the part of the restated Summary Statements vide Annexure IV of to this report. There has been a change in the method of valuation of inventories from ‘At Cost’ to ‘At Lower of Cost and Net Realizable Value’ in F.Y. 2008-09, but due to this change there is no effect on the profit of the company during the period covered under the restated financial statements.

iii. The Restated profits have been arrived at after charging all expenses including

depreciation and after making such adjustments and regrouping as in our opinion are appropriate in the year to which they are related as described in Sl.No. 3 of the Notes Forming Parts of the Restated Summary Statements appearing in Annexure IV.


126

iv. The extra-ordinary items, if any have been separately disclosed in the restated financial statements.

B. Other Financial Information:

We have examined the following information in respect for the years ended 31st March 2009, 31st March 2008, 31st March 2007, 31st March 2006 and 31st March 2005 of the Company, proposed to be included in the Letter of Offer, as approved by the Board of Directors and annexed to this report: i. Details of Secured and Unsecured Loans (Annexure –V)

ii. Details of Loans and Advances (Annexure-VI)

iii. Details of Sundry Debtors (Annexure-VII)

iv. Statements of Summary of Investments (Annexure-VIII)

v. Details of Current Liabilities and Provisions (Annexure-IX)

vi. Statements giving details of Other Income & other Expense (Annexure-X)

vii. Statements of Dividend paid (Annexure-XI)

viii. Statement of Tax Shelters (Annexure-XII)

ix. Capitalisation Statements of the Company as at 31st March, 2009 (Annexure-XIII)

x. Summary of Accounting Ratios based on adjusted profits related to earnings per share,

net assets value and return on net worth (Annexure-XIV)

In our opinion, the ‘Financial Information as per ‘Audited Financial Statements’ and ‘Other financial Information’ mentioned above for the year ended 31st March 2009, 31st March 2008, 31st March 2007, 31st March 2006 and 31st March 2005 have been prepared in accordance with the Part II of schedule II of the Act and the Guidelines. This report is intended solely for your information and for inclusion in Letter of Offer in connection with the proposed Right Issue of the company and not to be used, referred to or distributed for any other purpose without our prior written consent.

For B. CHHAWCHHARIA & CO. Chartered Accountants KETAN CHHAWCHHARIA Place : Kolkata Partner Date : 6th June,2009 Membership No.63422

127

ANNEXURE - I

ASHIANA HOUSING LIMITED RESTATED SUMMARY STATEMENT OF ASSETS AND LIABILITIES

Rs./Lacs



Fixed Asset - A

Gross Block 1,936.61 1,538.17 1,371.78 571.30 400.94


Capital Work in Progress - 6.65 5.21 5.99 -

Net Block - A 1,680.12 1,365.24 1,216.66 431.30 279.23

Investments - B 4,811.51 5,318.84 2,524.61 2,157.18 1,899.98

Deferred Tax Assets - C - - - - -

Inventories 5,772.74 4,153.16 5,780.19 5,089.30 3,945.74

Sundry Debtors 52.20 318.22 136.00 24.39 72.46



Loans & Advances 1,614.12 1,323.86 605.14 716.32 447.67

Total - D 18,073.94 9,453.84 9,082.44

7,461.22 4,954.99

Total Assets (E=A+B+C+D) 24,565.57 16,137.92 12,823.71 10,049.70 7,134.20


Secured Loans 71.23 72.47 97.62 94.97 44.54

Unsecured Loans - - - - 91.78



Provisions 971.50 998.95 382.94 254.92 141.39

Total F 15,588.41 9,747.56 9,822.47 7,858.46 5,281.78

Net Worth (E-F) 8,977.16 6,390.36 3,001.24 2,191.24 1,852.42


Share Capital 1,873.59 1,873.59 535.31 535.31 535.31


Total 8,977.16

6,390.36

3,001.24

2,191.24

1,852.42

Less : Miscellaneous Expenditure - - - - -


Net Worth 8,977.16 6,390.36 3,001.24 2,191.24 1,852.42

NOTES :- 1) The accompanying significant accounting policies and notes (Annexure IV) are an integral part of the accounts.


128

ANNEXURE - II

ASHIANA HOUSING LIMITED RESTATED SUMMARY STATEMENT OF PROFITS AND LOSSES

Rs./Lacs



2009 2008 2007 2006 2005

INCOME

Sales 8,270.47 12,334.94 4,968.97 3,357.24 1,142.08

Other Income 1,040.15 389.30 369.57 259.96 139.57

Increase in Stock 1,745.43 - 746.88 1,114.47 1,939.89

Total 11,056.05 12,724.24 6,085.42 4,731.67 3,221.54

EXPENDITURE

Purchase 825.41 599.53 267.93 930.82 1,227.97

Project Expenses 1,907.92 3,663.72 3,832.37 2,712.11 1,588.80

Ongoing Project Expenses Adjusted 3,936.53 1,434.08 168.15 - -

Decrease in Stock - 1,444.03 - - -

Personnel Expenses 574.07 395.41 236.43 167.72 125.88

Other Expenses 809.13 909.00 434.97 387.23 268.70

Depreciation 100.72 57.73 35.34 27.54 19.06

Total 8,153.78 8,503.50 4,975.19 4,225.42 3,230.41



Income Tax 308.60 470.52 122.25 40.10 -

Wealth Tax 0.57 0.69 0.30 0.05 -

Deferred Tax (9.10) 36.73 12.76 0.10 10.50



Brought Forward Profit/(Loss) from Previous year

101.77

50.93

40.93

2.11

81.79

Add/(Less) : Tax Adjustments (2.69) 0.21 (0.45) - 0.86

Total 2,688.58 3,754.74 1,007.50 463.01 63.28

APPROPRIATIONS

Dividend - 281.04 133.83 107.06 53.53

Dividend Tax - 47.76 22.74 15.02 7.64

General Reserve 2,500.00 3,324.17 800.00 300.00 -

Profit Carried Forward to Balance Sheet

188.58 101.77 50.93 40.93 2.11

Total 188.58 101.77 50.93 40.93 2.11


129

ANNEXURE - III

ASHIANA HOUSING LIMITED RESTATED STATEMENT OF CASH FLOW

Rs./Lacs



Cash Flow from Operating Activities

Net Profit before Taxation and extraordinary items

2,902.27 4,220.74 1,110.23 506.25 (8.87)

Adjustments for :-

Depreciation 100.72 57.73 35.34 27.54 19.06

Provision for doubtful loans Written back - - (1.00) - (7.25)

Interest Income (108.80) (145.70) (156.83) (68.22) (21.55)

Income From Long Term Investments (677.71) (120.28) (160.49) (122.59) (30.30)

Provision for Dimunition in value of Investment

34.92 - - - -

Fixed Assets Written Off 4.26 3.73 2.24 - -

(Profit)/Loss on Sale of Fixed Assets 3.89 (26.20) (0.47) (0.17) 1.38

Capital Gain on sale of Shares - - - - -

Operating Profit before working capital changes

2,259.55 3,990.02 829.02 342.81 (47.53)

Adjustment For :

Debtors (6,378.76) (3,233.79) (206.11) (168.70) 393.59

Inventories (1,619.58) 1,627.04 (690.90) (1,143.57) (2,036.06)

Trade payable and advances from Customers

5,856.83 (690.73) 1,823.73 2,508.52 2,931.43

Cash Generated from Operations 118.04 1,692.54 1,755.74 1,539.06 1,241.43

Direct Taxes / Income Tax Paid/Adjusted (207.63) (479.95) (138.72) (59.39) (13.46)

Fringe Benefit Tax - - - -

Cash flow before extraordinary items (89.59) 1,212.59 1,617.02 1,479.67 1,227.97

Extraordinary Items, if any - - - - -

Net Cash from operating activities (89.59) 1,212.59 1,617.02 1,479.67 1,227.97

Purchase of Fixed Assets (737.26) (237.47) (825.24) (184.63) (81.48)

Sale of Fixed Assets 313.52 53.64 2.76 5.21 3.77

Net Purchase/ Sale of Investments 1,137.51 (2,689.37) (229.91) (148.78) (828.58)

Interest Income 108.80 145.70 156.83 68.22 21.55

Other Income from Long Term Investments 12.60 15.42 22.99 14.17 9.38

Sundry Creditors Written back - - - - -

Net Cash from Investing Activities 835.17 (2,712.08) (872.57) (245.81) (875.36)

Cash Flows from Financing activities

Proceeds from issuance of share capital - - - - -

Proceeds from Long Term and other borrowings

(1.23) (25.15) 2.65 (41.36) (1.90)

Increase/(Decrease) in Unsecured Loans - - - - -

Interest Paid - - - - -

Dividend and Dividend Tax Paid (266.79) (124.26) (100.13) (50.41) (60.53)

Net cash used in financing activities (268.02) (149.41) (97.48) (91.77) (62.43)

Net increase in Cash & Cash equivalents 477.56 (1,648.90) 646.97 1,142.09 290.18

Cash and Cash equivalents at the beginning of period

625.41 2,278.18 1,631.21 489.12 198.94

Cash and Cash equivalents at the end of period

1,102.97 625.41 2,278.18 1,631.21 489.12


130

ANNEXURE - IV

NOTES FORMING PART OF THE RESTATED SUMMARY STATEMENT

1.SIGNIFICANT ACCOUNTING POLICIES SYSTEM OF ACCOUNTING : The company adopts accrual basis of accounting in the preparation of accounts. FIXED ASSETS AND DEPRECIATION : 1 Fixed assets are valued at cost and depreciation is provided on straight line basis in accordance with the provisions of

Schedule XIV to the Companies Act,1956. 2 Capital work in progress is valued at cost. INVENTORIES : Inventories are valued as follows: Construction Material At Lower of cost and net realizable value. However, materials and other items are not written down below cost if the constructed units in which they are used are expected to be sold at or above cost. Cost is determined on FIFO basis. Leasehold and Freehold

Land, At Lower of cost and net realizable value. Cost includes direct materials,

Unsold Completed Construction

labour and construction overheads.

and Work in Progress REAL ESTATE PROJECTS 1 Revenue in respect of projects undertaken before 31st March, 2006, is accounted for on the basis of date of delivery of

physical possession to the respective customers. 2 Revenue in respect of other projects is recognised on the " Percentage of Completion Method" (POC) of accounting

and represents value of units contracted to be sold to the extent of actual work done against total estimated cost of execution upon the project reaches a level as considered appropriate by the management. The estimates of saleable areas, estimated costs and cost of completion are reviewed periodically by the management and effects of any changes in estimates is recognised in the period such changes are determined.

3 Interest on delayed payments and other charges are accounted for on realisation. OTHER INCOME Other income is accounted on accrual basis except where the receipt of income is uncertain. TAXES ON INCOME : 1 Current Tax is determined as the amount of tax payable in respect of taxable income for the

year.

2 Deferred Tax is recognised, subject to consideration of prudence, in respect of deferred tax Assets/Liabilities arising on timing differences, being the difference between taxable income and accounting income that originate in one period and are capable of reversal in one or more subsequent period. Deferred tax in respect of differential income due to accounting of sales on percentage completion basis, being not determinate, is not recognised.

INVESTMENTS : 1 Long term investments are carried at acquisition cost and investments intended to be held for less than one year are

classified as current investments and are carried at lower of cost and market value. Long Term Investments which have attained the stage of permanent diminution in their value are revalued at their current value.

2 Value of Intangible capital rights created in favour of the company in the process of Real Estate activities, being not

determinate, are not shown in the books of accounts. FOREIGN CURRENCY TRANSACTIONS : Income and Expenditure in foreign currency is converted into rupee at the rate of exchange prevailing on the date of

the transactions.

131

EMPLOYEE BENEFITS 1Short term employee benefits are charged off at the undiscounted amount in the year in which the related service is rendered. 2 Post employment and other long term employee benefits are charged off in the year in which the employee has rendered

services. The amount charged off is recognised at the present value of the amounts payable determined using actuarial valuation techniques. Actuarial gain and losses in respect of post employment and other long term benefits are charged to Profit and Loss Account.

USE OF ESTIMATES The preparation of financial statements in confirmity with generally accepted accounting principles requires estimates/

exemptions to be made that affect the reported amount of assets and liabilities on the date of financial statements and the reported amount of revenues and expenses during the reporting period. Difference between actual results and estimates are recognised in the period in which the results are known/ materialised.

IMPAIRMENT OF ASSETS : Impairment Loss in the value of assets, as specified in Accounting Standard -28 is recognised whenever carrying value of such

assets exceeds the market value or value in use , whichever is higher. 2.Contingent Liability, not provided for , in respect of : Rs. In lacs Particulars 31 st March 31 st March 31 st March 31 st March 31 st March 2009 2008 2007 2006 2005 Contested demand of Income Tax and penalty 6.90 6.90 6.90 6.90 6.90 Contested claim of the Government of Rajasthan For refund of State Capital Subsidy including interest 48.00 45.75 43.50 41.25 39.00 Show cause notice received for Service Tax 267.93 118.47 46.59 - - Contested demand of ESIC 4.28 4.25 3.04 - - Providend Fund 185.26 - - - - Cess - Sonari Land 9.72 - - - - Additional Lease Rent 34.73 34.73 - - - NOTES FORMING PART OF THE RESTATED SUMMARY STATEMENT CONTD….

3.Notes on adjustments for restated summary statements RECONCILIATION OF PROFIT AS PER AUDITED FINANCIAL STATEMENT AND RESTATED FINANCIAL STATEMENT

Rs. In lacs PARTICULARS FOR THE FINANCIAL YEAR ENDED 31 st March 31 st March 31 st March 31 st March 31 st March 2009 2008 2007 2006 2005

Net Profit before tax as per Audited Profit and Loss Account

2,914.64

4,216.18

1,112.44

505.10

(3.12)

Item Related to Previous Year 6.21 (2.79) (3.11) 1.54 (0.19) Adjustment for Liabilities Written Back (18.58) 7.35 0.90 (0.39) (5.56) Net Profit before tax As per Restated Financial Statement

2,902.27 4,220.74 1,110.23 506.25 (8.87)

Provision for Taxation Income Tax (308.60) (470.52) (122.25) (40.10) - Wealth Tax (0.57) (0.69) (0.30) (0.05) - Deferred Tax 9.10 (36.73) (12.76) (0.10) (10.50) Fringe Benefit Tax (12.70) (9.20) (7.90) (5.10) - Net Profit after tax As per Restated Financial Statement

2,589.50

3,703.60

967.02

460.90

(19.37)


132

4. Paid up Share Capital of the Company includes 1993100 Equity Shares, allotted pursuant to Schemes of Amalgamation without payment being received in cash and 13382750 Equity Shares, alloted as fully paid up Bonus Shares, by capitalization of General Reserves.

5.a) In view of insufficient information from the suppliers regarding their status as SSI units, the amount due to Small Scale Industrial undertaking can not be ascertained. b) In absence of necessary information relating to the suppliers under the Micro, Small and Medium Enterprises Development Act, 2006, the company is unable to identify such suppliers, hence the information required under the said act is not given.

6.The particulars of partnership businesses are given in Annexure - IV(A) 7.Expenditure in Foreign Currency: Rs. In lacs Particulars 31 st March 31 st March 31 st March 31 st March 31 st March 2009 2008 2007 2006 2005 Travelling 14.31 15.93 17.60 9.74 13.29

8. Related parties and transactions with them as specified in the Accounting Standard 18 on “Related Parties Disclosures” issued by ICAI has been identified and given below on the basis of information available with the company and the same has been relied upon by the auditors. Rs. in lacs Particulars 31 st March 31 st March 31 st March 31 st March 31 st March 2009 2008 2007 2006 2005

a) Enterprises that directly,or indirectly through one or more intermediaries, control or are controlled by or are under common control with the company(including holding companies, subsidiaries and fellow Subsidiaries) : 1 Ashiana Apartments Ltd. Interest received - - - - 7.60 Sales - - - - 24.87 Other income received - - - - 28.65 Rent received - - - - 3.10 Hire charges received - - - - 0.30 Loan Given (Net) - - - - 12.77 Year end receivable

(Net) - - - - 156.34

2 Vatika Marketing Ltd. Maintenance charges

paid 6.92 7.67 6.79 6.72 6.23

Interest received - - - - 1.36 Rent received 6.00 6.00 6.00 6.00 5.00 Hire charges received 1.20 1.20 1.20 1.20 0.60 Establishment & other

charges received -

-

- -

2.40

Loan given (Net) - - - - 38.53 Year end payable (Net) 0.39 20.91 8.57 21.07 - Deposit Received 100.00 - - - - Year end receivable

(Net) - - - - 41.41

3 Ashiana Retirement

Village Ltd. Interest received 0.40 - 3.28 1.62 0.06

Lease Rent Received 5.52 6.00 9.00 9.00 2.50 Revenue sharing 26.72 5.02 - - - Sales - - 37.40 - - Hire Charges Received 0.60 0.60 0.60 0.60 - Other Expenses 25.42 - - - - Sales of Assets 58.80 - - - - Other Income Received - 2.51 - 21.32 - Loan given (Net) 100.00 (73.06) 67.05 0.44 0.44 Against Advance

Booking - 64.05 - - -

Year end receivable 44.16 7.19 101.95 6.01 3.99

133

NOTES FORMING PART OF THE RESTATED SUMMARY STATEMENT CONTD…. b) Associates and Joint ventures 1 Bahari Estates Private

Limited Interest Paid - - - - -

Loan Paid/refunded (Net) - - - 121.78 - Interest Received - - - 0.21 - Management Fee - 319.58 6.02 - - Year end receivable - - 30.21 30.21 - Year end payable 12.50 77.43 5.69 - 91.78 2 Ashiana Green Wood

Developers Hire Charges received 1.14 0.50 - - -

Year end Investment As per Note IV (A) 3 Ashiana Amar

Developers Interest Received 10.76 6.91 - - -

Year end Investment As per Note IV (A) 4 Ashiana Amar

Infrastructure Year end Investment As per Note IV (A) -

- -

c) Individuals owning directly or indirectly, an interest in the voting power of the company that gives them control or significant influence over the company , and relatives of any such individual.

- -

- - -

d)Key management personal and their relatives Shri Om Prakash Gupta, Managing Director Remuneration 18.00 18.00 9.75 9.38 10.09 Shri Vishal Gupta , Jt. Managing Director Remuneration 18.00 18.00 9.38 6.25 6.44 Shri Ankur Gupta , Whole Time Director Remuneration 18.00 18.00 6.00 - - Shri Varun Gupta , Director Remuneration 13.50 - - - - e) Enterprises over which any person described in © or (d) is able to exercise significant influence : 1 OPG Realtors Private Limited Advance Against booking - 318.82 - - - Year end Payable - 318.82 - - - Sales of Fixed Assets 300.00 - - - - 2 Karma Hospitality Private Limited - - - - - 3 R.G.Woods Limited 4 Hemi Estate Private Limited f) Amount Written off in respect of above parties - - - - -


134

9 The earning per share has been calculated as specified in Accounting Standard 20 on “Earnings Per Share” issued by ICAI and related disclosures are as below : Particulars 31 st March 31 st March 31 st March 31 st March 31 st March

2009 2008 2007 2006 2005

a) Amount used as numerator in calculating basic and diluted EPS:

Profit after Tax (Rs. In lacs) 2,586.81 3,703.81 966.57 460.90 (18.51)

b) Weighted average number of equity

shares used as the denominator in calculating EPS (Nos):

Opening Balance 18,735,850 5,353,100 5,353,100 5,353,100 5,353,100 Add : Bonus Issued during the year

2007-08 - 13,382,750 - - -

For Basic EPS (In Nos) 18,735,850 18,735,850 5,353,100 5,353,100 5,353,100 For Diluted EPS (In Nos) 18,735,850 18,735,850 5,353,100 5,353,100 5,353,100

Basic EPS 13.81 19.77 18.06 8.61 (0.35) Diluted EPS 13.81 19.77 18.06 8.61 (0.35)

10. The disclosure required under accounting Standard - 15, Employee Benefit, notified in the Companies (Accounting Standard) Rule, 2006 are given below. 31 st March 2009 31 st March 2008

Defined Contribution Plan Contribution to Defined Contribution Plan, recognised are charged off for the year are

as under:

(Rs. in lacs) Employer’s Contribution to Provident & Pension Fund 14.27 9.03 Defined Benefit Plan The present value of obligation is determined based on actuarial valuation using the Projected Unit Credit Method,

which recognises each period of service as giving rise to additional unit of employee benefit entitlement and measures each unit separately to build up the final obligation.

Gratuity (Rs. in lacs) (Unfunded) a

. Reconciliation of opening and closing balances of Defined Benefit obligation

Defined Benefit obligation at beginning of the year 49.63 32.16 Current Service Cost 7.02 9.78 Interest Cost 3.97 2.57 Actuarial (gain)/loss (17.61) 5.22 Benefits (paid) (0.93) (0.10) Defined Benefit obligation at year end 42.08 49.63 b

. Reconciliation of fair value of assets and obligations

Present value of obligation as at 31st March, 2008 49.63 49.63 Amount recognised in Balance Sheet 49.63 49.63

c. Expenses recognized during the year Current Service Cost 7.02 9.78 Interest Cost 3.97 2.57 Actuarial (gain) / loss (17.61) 5.22 Net Cost (6.62) 17.57 d

. Actuarial assumptions

Mortality Table (L.I.C.) 1994-96 1994-96 (duly modified) Discount rate (per annum) compounded 7.75% 8.00% Rate of escalation in salary (per annum) 5.00% 8.00% The estimates of future salary increase considered in the actuarial valuation takes into account factors like inflation,

seniority, promotion and other relevant factors. The expected return on Plan Assets is based on actuarial expectations of the average long term rate of return expected on investments of the fund during the estimated terms of the obligations. The above information is certified by the Actuary.

N.B. The above information is not applicable for the year ended 31st March, 2007, 31st March, 2006 and 31st March, 2005.

135

11. The accounts have been prepared as per the revised Accounting Standard (AS) 9 on “Revenue Recognition” and the Guidance note on “Recognition of Revenue by Real Estate Developers”. Since, in terms of provisions of the Income Tax Act, 1961 the income accrues upon delivery of physical possession/ deemed possession of constructed unit and deduction u/s 80IB(10) is allowed after completion of construction, ‘Net Profit’ for computing Total Income under the said Act is as follows: - 31 st March 2009 31 st March 2008 31 st March 2007

Net Profit as per Profit & Loss Account 2,902.27 4,220.74 1,110.23 Less:- Sales Real Estate- ongoing

projects 6,615.47 2,750.25 282.93

Less: Ongoing project expenses adjusted

3,936.53

2,678.94

1,434.08

1,316.17

168.15

114.79

223.33 2,904.56 995.45

Add:- As per Income Tax Act: Sales Real Estate – ongoing projects

completed

(upon delivery of physical possession) 116.76 - - Less: Cost of Sales 74.15 42.61 - - - - Net Profit for Income Tax Purpose 265.94 2,904.56 995.45 N.B. The above information is not applicable for the year ended 31st March,2006 and 31st March,2005.

12. Stock, Purchase and Sales:

As per Annexure - IV(B) enclosed

13. On the basis of physical verification of assets, as specified in Accounting Standard - 28 and cash generation capacity of those assets, in the management perception there is no impairment of such assets as appearing in the balance sheet.

14. The restated Statements do not have material impect on account of conversion of figures from Rupees to Lacs.


136

ANNEXURE - IV(A)


PARTICULARS OF PARTNERSHIP BUSINESS

Rs./La

cs

Sl. PARTICULARS FOR THE FINANCIAL YEAR ENDED

No. 31 st March 2009 31 st March 2008 31 st March 2007 31 st March 2006 31 st March 2005

Share Capital Share

Capital Share

Capital Share

Capita

l Share Capital

30% of pre tax yearly profit upto cumulative aggregate of Rs.1250

Lacs

30% of pre tax yearly profit upto cumulative aggregate of Rs.544 Lacs Share


Lacs


Lacs Share

30% of pre tax yearly

profit upto cumulative aggregate

of Rs.1250 Lacs


Lacs Share


Lacs Share


Lacs Share

Ashiana Amar Infrastructure

Miras Properties Pvt.Ltd. -

- 25.00% 0.02

- - 25.00% - -

- 25.00% 100.00

-

-

-

-

-

-

Narayan Ladha - - 4.00% 0.00

- - 4.00% - -

- 4.00% -

-

-

-

-

-

-

Suresh Kewlani -

- 6.00% 0.00

- - 6.00% - -

- 6.00% -

-

-

-

-

-

-

Ashiana Housing Limited -

- 65.00%141.15

- - 65.00% 141.10 -

- 65.00% 40.00

-

-

-

-

-

-


Miras Properties Pvt.Ltd. 15/35

- 15.00%

(165.10) 15/35 - 15.00% (209.84) 15/35

- 15.00% 150.00

-

-

-

-

-

-

Narayan Ladha 4/35 - 4.00% 20.64 4/35 - 4.00% 8.71 4/35

- 4.00% -

-

-

-

-

-

-

Suresh Kewlani 6/35 - 6.00% 30.96 6/35 - 6.00% 13.06 6/35

- 6.00% -

-

-

-

-

-

-

Sunil Talwar 5/35 - 5.00% 25.80 5/35 - 5.00% 10.89 5/35

- 5.00% 0.01

-

-

-

-

-

-

Harish Talwar 5/35 - 5.00% 25.80 5/35 - 5.00% 10.89 5/35

- 5.00% -

-

-

-

-

-

-

Ashiana Housing Limited -

- 65.00%

1,036.17

- - 65.00%

1,035.03 -

- 65.00% 485.00

-

-

-

-

-

-

Ashiana Green Wood Developers

Shubhlabh Builhome & Finance Ltd. - 100.00% 50.00%

91.89

- 100.00% 50.00%

(97.89)

- 100.00% 50.00%(73.41)

-

-

-

-

-

-

Ashiana Housing Limited 50.00% 830.83 50.00%

777.63

-

- 50.00%551.91

-

-

-

-

-

-

+ on the basis of audied Balance Sheet as at 31.03.2009

ANNEXURE - IV(B)


SUMMARY OF STOCK, PURCHASE AND SALES

Rs./Lacs


No. 31 st March

2009 31 st March

2008 31 st March

2007 31 st March

2006 31 st March

2005

Nos. Amount Nos. Amount Nos. Amount Nos. Amount Nos. Amount

Opening Stock

1 1.92

1

1.92

3 14.50 - -

- -

Purchase

2 48.34

2

36.62

1 1.92

4 22.69 2 30.62

Sales

2 49.30

2

37.74

3 22.15

1 10.99 2 30.77

Closing Stock

1 1.92

1

1.92

1 1.92

3 14.50 - -

ANNEXURE - V


RESTATED SCHEDULE OF SECURED AND UNSECURED LOANS

SECURED LOANS Rs./Lacs

PARTICULARS OF LOANS FOR THE FINANCIAL YEAR ENDED


2009 2008 2007 2006 2005

Working Capital Loans From :

State Bank of Bikaner & Jaipur - 18.73 19.41 15.20 7.78

HDFC Bank Limited - 2.03 44.37 40.51 -

Vehicle Loans From :

ABN Amro Bank Ltd. - 0.94 8.71 13.93 18.83

ICICI Bank Ltd. - 7.68 16.68 25.33 17.30

Tata Capital Ltd. 28.65 - - - -

Tata Motors Finance Ltd. 5.36 - - - -

State Bank of Bikaner & Jaipur - - - - 0.63

HDFC Bank Limited 37.22 43.09 8.45 - -

Total 71.23 72.47 97.62 94.97 44.54

UNSECURED LOANS Rs./Lacs

FROM FOR THE FINANCIAL YEAR ENDED


2009 2008 2007 2006 2005

Others - - - - 91.78

Total - - - - 91.78


138

ANNEXURE - VI


RESTATED SCHEDULE OF LOANS AND ADVANCES

Rs./Lacs



2009 2008 2007 2006 2005

Unsecured, considered good,

Advance Against Land Building Purchase etc.

450.00

576.11 135.58

90.77 171.51

Advance recoverable in cash or in kind or value to be received

260.84

101.44 178.86

355.12 47.17

Taxation Advances and Refundable

762.17

617.98 200.57

124.31 72.43

Deposits

41.10

28.00 16.17

15.71 15.26

Unsecured, considered good,

Loans to Subsidiary Companies

100.00 - 73.06 - 141.30

Loans to Others

0.01

0.33 0.90

130.41 -

Total

1,614.12

1,323.86 605.14

716.32 447.67

ANNEXURE - VII


RESTATED SCHEDULE OF SUNDRY DEBTORS

Rs./Lacs



2009 2008 2007 2006 2005

A) Debts Outstanding For a Period Exceeding Six Months

Unsecured Considered Good

19.96 6.02 10.20

5.52 3.15

B) Debts Outstanding for a Period Exceeding Six Months

Unsecured Considered Doubtful - - -

1.00 1.00

C) Other Debts Unsecured, Considered Good

32.24 312.20 125.80

18.87 69.31

D) Less : Provision for Doubtful Debts - -

1.00 1.00

TOTAL (A+B+C-D)

52.20 318.22 136.00

24.39 72.46

139

ANNEXURE - VIII


RESTATED SCHEDULE OF INVESTMENTS

Rs./Lacs



2009 2008 2007 2006 2005

In Government/ Trust Securities :

Unquoted National Saving Certificate - - - 0.03 0.03

In fully paid shares of Subsidiary Companies :

Unquoted Ashiana Apartments Ltd. - - - - 18.21

Ashiana Retirement Villages Ltd. 924.13 924.13 24.13 24.12 164.99

Vatika Marketing Ltd. 5.20 5.20 5.20 4.80 4.80

In shares of Body Corporates :

Quoted

Ispat Profile Ltd. 0.01 0.01 0.01 0.01 0.01

Modern Woolen Ltd. 0.02 0.02 0.02 0.02 0.02

Modern Threads Ltd. 0.00

0.00

0.00

0.00 0.00

S.M.Telesys Ltd.

0.25

0.25

0.25

0.25 0.25

Spectrum Commercials Ltd.

3.31

3.31

3.31

3.31 3.31

Tata Timken Limited - -

0.04

0.04 0.04

Timken India Ltd.

0.04

0.04 - - -

Arihant Foundation Ltd.

0.34

0.34 - - -

Eldco Housing Ltd.

0.21

0.21 - - -

HDFC Ltd.

0.85

0.85 - - -

Larsen & Tubro Ltd.

0.18

0.18 - - -

Lok Housing Ltd.

0.19

0.19 - - -

Mahindra Lifespace Developers Ltd.

0.31

0.31 - -

-

Parsvnath Developers Ltd.

0.33

0.33 - - -

Sobha Developers Ltd.

0.44

0.44 - - -

Unitech Limited

0.22

0.22 - - -

Unquoted

Ashiana Homes Pvt. Ltd. - - - -

6.56

Adityapur Toll Bridge Company Limited

2.00

1.70

1.70 -

-

Elite Leasings Ltd.

0.06

0.06

0.06

0.06

0.06

In Partly Paid Debentures of


140

Subsidiary Company :

Unquoted

Ashiana Retirement Villages Limited

Series I - Zero Percent Unsecured Optionally Fully convertible - -

560.00 -

-

Series II - Zero Percent Unsecured Optionally Fully convertible

940.00

820.00 - -

-

In Immovable

Properties:

Unquoted

Building at W-177, Greater Kailash - II, New Delhi

329.40

329.40

329.40

329.40

329.40

building at Ashiana Plaza, Patna

16.16 - - -

-

Land at Vasundhara Nagar, Phase II, Bhiwadi, Rajasthan

110.21

110.21

110.21 -

-

Land at RIICO Industrial Area, Bhiwadi, Rajasthan

17.82

158.97 - -

-

Common Facility Area, Utsav, Bhiwandi, Rajasthan -

24.91 - -

-

In Capital of

Partnership Firms

Unquoted


1,133.82

1,035.03

485.00 - -

Ashiana Amar Infrastructure

141.15

141.10

40.00 - -

Ashiana Green Wood Developers

830.83

777.63

551.91 -

-

In Mutual Funds

Unquoted

FT India Bluechip Fund -Dividend Reinvestment - -

2.32

2.00

6.44

HDFC Top 200 Fund - Growth - - - -

2.52

HDFC Top 200 Fund - Dividend Reinvestment - -

5.68

7.75

2.86

HDFC Capital Builder Fund - Dividend Reinvestment - -

5.61

7.50

-

Tata Pure Equity Fund - Growth - - - -

10.00

Birla Dividend Yield Plus-Growth - - - -

2.50

Reliance Banking Fund - Growth - - - -

2.50

HDFC Capital Builder Fund - Growth - - - -

5.00

HDFC Growth Fund - Dividend Reinvestment

13.97

12.93

26.58

12.31

1.00

HDFC Growth Fund - Growth

8.00

6.00 - - -

Prudential ICICI Emerging STAR - Growth Option - - - -

5.00

Prudential ICICI Growth Plan - Dividend Re-investment - - - -

5.40

Tata Contra Fund - Growth

5.00

5.00

5.00

5.00 -

Standard Chartered Imperial Equity Fund - DR - -

5.00

5.00

-

SBI Blue Chip Fund - Dividend Reinvestment

6.00

6.00

5.00

5.00

-

141

Reliance Equity Fund - Dividend Re-investment - -

15.00

15.00

-

Prudential ICICI Infrastructure Fund - Dividend Re-investment

0.98

0.90

4.74

4.00

-

Fidelity Equity Fund - Growth

9.00

9.00

13.00

5.00 -

Reliance Growth Fund - Growth - -

2.50

2.50

-

Reliance Short Term Fund - Retail Fund - Growth - - -

75.00

20.00

Reliance Diversified Power sector -Dividend Reinvestment - -

3.55

3.22

2.50

SBI Magnum Global Fund - Dividend

10.00

10.00

10.00 -

-

Tata Infrastructure Fund - Growth

10.00

10.00

10.00 -

-

HDFC Index Fund - Series Plus Plan

18.00

14.00

11.00 -

-

HDFC Capital Builder Fund - Growth - -

2.50 -

-

HSBC Advantage India Fund - Div. Rein - -

11.00 -

-

HDFC FMP 13 M March 2006 (1) Retail - Gr - -

50.00 -

-

HSBC Fixed Term Series - IV- GR - -

100.00 -

-

HSBC Fixed Term Series - 13 Growth - -

112.89 -

-

HSBC Equity Fund - Growth - - - -

2.52

Birla Cash Plus - Growth Option - - - -

38.85

HSBC Cash Fund - Growth Option - - - -

60.00

Birla Floating Rate Fund - Short Term Fund - Growth Option - - -

77.90

40.00

Birla Floating Rate Fund - Long Term Fund - Growth Option - - -

141.14

90.00

Birla Bond Plus Retail Plan - Growth Option - - -

7.44

79.64

Standard Chartered Liquidity Manager - Growth - - -

50.00

-

DSP Merrill Lynch Liquidity Fund - Growth Option - - - -

180.84

DSP Merrill Lynch Short Term Fund - Growth Option - - -

193.46

93.46

DSP Merrill Lynch Floating Rate Fund - Growth Option - - -

25.89

-

HDFC Floating Rate Fund - Long Term Growth - - -

10.05

-

HDFC Floating Rate Fund - Short Term Growth - - -

26.26

-

JM Floater Fund - Long Term Growth - - -

60.00

-

JM Floater Fund - Short Term Growth - - -

20.00

-

Grindlays GSSIF-Medium Term Plan - Growth Option - - - -

30.71

Grindlays Floating Rate Fund - Long Term Plan - Growth Option - - -

97.02

40.00

Grindlays All Seasons Bond Fund - Growth Option - - -

10.00

10.00

HDFC Liquid Fund - Growth Option - - - -

120.01

Prudential ICICI Short Term Plan - Growth Option - - -

30.67

35.00

Prudential ICICI Blended - - -


142

Plan - Growth 150.00 -

Prudential ICICI Liquid Plan - Growth - - - -

111.65

JM Equity & Derivative Fund - Growth - - -

45.00

-

Chola FMP - Series 2 (Qrtly Plan - II ) Cumulative - - -

20.00

-

HSBC Fixed Term Series - IV - Growth - - -

100.00

-

HSBC Fixed Term Series - 13 Growth (Instt) - - -

112.89

-

Sundaram Fixed Term Series - I - Growth - - -

20.00

-

HDFC FMP Series - 13 M - Growth - - -

50.00

-

Pioneer ITI Short Term Income Plant - Growth Option - - -

30.80

30.80

Prudential ICICI Floating Rate Fund - Long Term - Growth Option - - -

10.00

10.00

Templeton India Treasury Management Account -Growth - - - -

87.47

Tempelton India Short Term Income Plan - Growth - - - -

48.83

Templeton Floating Rate Income Fund - Growth Option - - -

10.00

10.00

Templeton Floating Rate Income Fund - Short Term - Growth Option - - -

159.68

105.00

Templeton Floating Rate Income Fund - Long Term - Growth Option - - -

40.00

-

HSBC Floating Rate Fund - Short Term - Growth Option - - -

105.66

20.00

HDFC Cash Management Fund -Investment Plan - - - -

30.80

HDFC MF MIP-Long Term - Growth - - -

5.00

5.00

HSBC India Opportunities Fund - DR - -

12.00

12.00

1.00

HDFC High Interest Fund -Short Term Plan -Growth - - -

15.00

15.00

HDFC Short Term Fund -Growth - - -

10.00

10.00

HDFC FMP 370D May 2008(VIII) (2) Wholesale - Growth

100.00 - - -

-

Sundaram BNP Paribas Fixed Term Plan -16 Inst Growth

100.00 - - -

-

IDFC Fixed Maturity Plan-Yearly Series 21 Plan B-G

100.00 - - -

-

Standard Chartered Liquidity Manager - Growth -

653.97 - -

-

Sunderam BNP Paribas FTP Int. Fund Quart. Series - Plan - C -

50.00 - -

-

HDFC FMP 90 D January 2008 - 200.00 - - -

HSBC Advantage India Fund - Gr.

8.00

6.00 - -

-

Less : Provision for Dimunition in value of current Investment

(34.92) - - -

-

Total 4,811.51 5,318.84 2,524.61 2,157.18 1,899.98

143

ANNEXURE - IX


RESTATED SCHEDULE OF CURRENT LIABILITIES & PROVISIONS

Rs./Lacs



2009 2008 2007 2006 2005

Current Liabilities

Sundry Creditors

503.72

411.60 314.01

482.78 121.57

Advance from Customers

13,376.32

7,661.56 8,675.86

6,804.77 4,683.81

Security Deposits

345.35

232.39 152.02

71.04 87.52

Due to Subsidiary companies

0.39

21.06

1.54

21.22 1.08

Investor education & Protection Fund

Not due as at the year end

- Unclaimed Dividend

38.35

24.09

14.52

7.59 4.47

Temptory overdraft due to over issue of cheques

-

2.71

- -

Other Liabilities

206.37

241.16 133.70

86.38 70.93

Total (A)

14,470.50

8,591.86

9,294.36

7,473.78 4,969.38

Provisions

For Taxation

929.42

620.51 180.10

96.65 51.40

For Proposed Dividend -

281.04 133.83

107.06 53.53

For Tax on Proposed Dividend -

47.76

22.74

15.02 7.51

For Gratuity

42.08

49.64

46.27

36.19 28.95

Total (B)

971.50

998.95

382.94

254.92 141.39

Total (A+B)

15,442.00

9,590.81

9,677.30

7,728.70 5,110.77


144

ANNEXURE - X

ASHIANA HOUSING LIMITED RESTATED SCHEDULE OF OTHER INCOME

Rs./Lacs



2009 2008 2007 2006 2005

Interest (Net) 96.32 136.49 152.00 64.13 11.47 Income from Long Term Investments Rent 11.46 9.00 9.00 9.00 7.50 Dividend 1.13 6.42 13.99 5.17 1.88 Sales (Net) 665.11 104.85 137.50 108.42 20.92

Income from revenue Sharing Arrangement 28.48 6.93 - - -

Rent and Hire Charges 6.77 11.56 11.25 10.94 12.59 Lease Rent - - 6.00 6.00 2.50 Miscellaneous Income 23.87 18.44 37.44 53.19 58.79

Excess Provision of Gratuuity Written back 17.61 - - - -

Provision For Doubtful Debts/Loans Written Back - - 1.00 - 7.25

Liabilities Written Back - 5.83 0.92 2.94 16.67 Profit on Sale of Fixed Assets - 26.20 0.47 0.17 - Share of Profit from Partnership Firm 189.40 63.58 - - - TOTAL OF OTHER INCOME 1,040.15 389.30 369.57 259.96 139.57

RESTATED SCHEDULE OF OTHER EXPENSES

Rs./Lacs



2009 2008 2007 2006 2005

Rent 46.68 15.41 12.76 10.96 13.47

Rates and Taxes 3.91 1.28 3.11 2.10 0.98

Insurance 5.36 27.60 29.37 28.21 1.53 Traveling and Conveyance 69.70 53.59 37.29 34.83 30.47 Legal and Professional expenses 21.40 10.74 11.65 7.62 3.81 Advertisement and Business Promotion 416.76 267.27 153.23 185.98 128.24 Commission 5.61 0.95 17.17 22.12 4.76

Management Fee - 337.46 26.52 1.20 - Telephone, Telex & Fax 30.74 22.96 15.57 12.11 11.87 Printing & Stationery 17.03 18.72 15.18 10.30 8.45

Repairs and Maintenance : To Machineries 0.40 2.77 5.62 5.55 2.27

To Building 50.68 29.68 21.76 9.00 6.35 To Others 1.94 5.13 5.37 9.35 5.55 Directors' Fees 0.09 0.17 0.12 0.21 0.05 Auditors' Remuneration : For Statutory Audit 5.51 3.37 3.37 2.69 2.20

For Internal Audit 1.99 1.01 0.17 0.17 0.17 For Tax Audit 1.38 0.84 0.84 0.67 0.55 For Other Services 2.14 2.42 1.75 1.22 1.27 Miscellaneous expenses 82.17 99.77 70.16 39.87 37.20 Irrecoverable Balances Written off 2.57 4.13 1.72 2.69 8.13

Loss on sale of Fixed Assets 3.89 - - - 1.38 Fixed Assets Written Off 4.26 3.73 2.24 - -

Provision for diminution in value of current investment 34.92 - - - -

Items relating to previous year (Net) - - - 0.38 - Total 809.13 909.00 434.97 387.23 268.70

145

ANNEXURE - XI


SCHEDULE OF RATE OF DIVIDEND

Rs./Lacs



2009 2008 2007 2006 2005

Equity Share Capital For Dividend - 1,873.59 535.31 535.31 535.31

Interim Dividend % - - - - -

Final Dividend % - 15.00% 25.00% 20.00% 10.00%

Interim Dividend Amount - - - -

Final Dividend Amount - 281.04 133.83 107.06 53.53

Total Dividend - 281.04 133.83 107.06 53.53

Dividend Tax Paid - 47.76 22.74 15.02 7.64


146

ANNEXURE - XII

ASHIANA HOUSING LIMITED TAX SHELTER STATEMENT

Rs./Lacs



Profit before tax as restated (A) 2,902.270 4,220.737 1,110.234 506.246 (8.867)

Less : Ongoing Project Sales and Expenses Adjusted

2636.328

1,316.170 114.790 - -

265.942 2,904.567 995.444 506.246 (8.867)

Tax on above

- At Normal Rate (50.236) 984.734 298.633 145.380 - - At Special Rate 93.753 0.843 12.145 8.341 - 939.596 985.576 310.777 153.720 -

Permanent Differences

Dividend (Exempt From Tax) 1.130 6.420 13.990 5.170 1.880

Rental Income Standard Deduction 3.290 2.630 2.550 2.700 2.250 Repairs and Maintenance - (1.910) (1.530) - -

Long Term Capital Gain (Exempt From Tax)

33.170

45.960 11.120 22.000 -

Indexed Long Term Capital Gain 124.490 38.060 - - 5.540

Provision for doubtful debts written back

- - 1.000 - 7.250

Share of Profit from Partnership firm (U/s. 12(2A)

189.390

63.580 - - -

Donation (8.150) (4.630) (3.410) (2.810) (1.670)

Provision for Diminution in value of investments

(34.910) - - - -

Lease Rent on Investment (3.980) - - - -

Employees contribution to PF (Late Deposit)

-

(0.006) (0.370) (0.250) -

Interest on Late deposit of TDS (0.220) (0.005) (0.002) (0.004) (0.005) Interest on Late deposit of CDT (0.480) - - - - Gratuity (10.056) (17.470) (10.080) (7.240) (2.430) Expenses Disallowed U/s 14A - (0.700) (0.024) (0.020) - Fixed Assets Written off (4.260) (3.730) (2.240) - -

Deduction U/S 80 - 2,428.350 545.610 305.710 - Security Transaction Tax - (0.450) (0.560) (0.160) - Tax on Dividend - - - - - Total Permanent Differences (B) 289.414 2,556.099 556.054 325.096 12.815

Timing Differences

Difference between tax depreciation and book depreciation

107.620

97.850 49.070 18.190 16.430

Disallowance U/s 43 B - (0.277) 0.241 (0.246) 0.003 Loss/Profit on sales of Fixed Assets (3.890) 26.200 0.470 0.170 (1.380)

Excess Provsion for Gratuity Written back

17.610

Disallowances U/s 40a(ia) - - 1.200 (1.200) -

Unabsorbed Depreciation of Prior Year - - - 31.000 -

Total Timing Differences ( C ) 121.340 123.773 50.981 47.914 15.053

Total Adjustment (B+C) 410.754 2,679.872 607.035 373.010 27.868

Tax Expenses/(Saving) thereon 139.615 910.889 204.328 125.555 -

Tax Payable on above (96.098) 74.688 106.449 28.165 - Tax U/S 115 JB 306.199 469.233 122.000 39.884 -

Interest U/s 234 B & 234 C (As per Income Tax Return) - - - - -

Total Tax Payable 306.199 469.233 122.000 39.884 -

147

ANNEXURE -XIII


CAPITALISATION STATEMENT

Rs./Lacs

PARTICULARS Pre - Issue

Post -

Issue

as at as at

31.03.2009

31.03.2009

Total Debts

Short Term Debts Will be

- Working Capital Loans - determined

- Vehicle Loans 29.84 after

- Unsecured Loans from Others - finalisation

Long Term Debts of issue

- Vehicle Loans

41.39

Total Debts - A

71.23 price

Shareholder Fund

Share Capital

1,873.59

Capital Reserve

15.00

General Reserves

6,900.00

Profit and Loss Account 188.58

Total Shareholders' Funds - B

8,977.16

Long term debts/Total Shareholders' funds

0.0046

Notes :

1. The above have been computed on the basis of restated statement of accounts.

2. Short term debts are debts maturing within the next one year from the respective statement of accounts.

3. The above ration has been computed on the basis of total long-term debt divided by shareholders' funds.


148

ANNEXURE - XIV ASHIANA HOUSING LIMITED

SUMMARY OF ACCOUNTING RATIO Rs./Lacs



Adjusted Profit to Income from Operation (%) 35.09 34.22 22.34 15.08 (0.78)

Earning per Share - Basic and diluted (Rs.) 13.82 19.77 5.16 2.46 (0.10)

Cash earning per Share 14.36 20.08 5.35 2.61 (0.00) Net Assets Value Per Share (Rs.) 47.91 34.11 16.02 11.70 9.89

Return on Net Worth (%) 28.85 57.96 32.22 21.03 (1.05) No. of Equity Shares (Basic) 18,735,850 18,735,850 18,735,850 5,353,100 5,353,100

Restated Weighted No. of equity Shares 18,735,850 18,735,850 18,735,850 18,735,850 18,735,850

1. The Ratio have been computed as below :

Adjusted profit to income from

Adjusted profit before tax

Operation (%) =

Income from Operation Adjusted profit/(Loss) after tax

Earning per Shares (Rs.) =

Restated Weighted number of Equity shares outstanding during the year Adjusted profit/(Loss) after tax but before depreciation

Cash Earning per Shares (Rs.) = Restated Weighted number of Equity shares outstanding during the year

Net Worth excluding revaluation reserve

Net Assets Value per Shares = Restated Weighted number of Equity shares outstanding during the year

Adjusted profit/(Loss) after tax but before extraordinary item

Return on Net Worth (%) = Net Worth excluding revaluation reserve

2. Earning per shares is calculated in accordance with Accounting Standard 20 "Earnings per Share" issued by the institute of Chartered Accountants of India. In terms of para 24 of AS 20, the number of equity shares outstanding before the issue of bonus shares is adjusted for the change in number of equity shares issued as bonus shares as if the shares were issued at the beginning of the earlest reported period.

3. The restated number of equity shares have also been adjusted to reflect the issue of 1,33,82,750 shares as bonus shares issued by capitalisation of accumulated profit / reserves as approved by the Board in their meeting held on 01.03.2008 4. Profit and Loss as restated has been considered for the purpose of computing the above ratio.

149

AUDITOR’S REPORT (CONSOLIDATED)

To, The Board of Directors, Ashiana Housing Ltd. Kolkata Dear Sirs, We have examined the Consolidated Financial Information of Ashiana Housing Limited and its Subsidiaries, annexed to this report for the purpose of inclusion in the Letter of Offer in respect of proposed Right Issue of the Company. The said financial information has been prepared in accordance with the requirements of paragraph B (1) of part II of Schedule II to the Companies Act, 1956 (‘the Act’), the Securities Exchange Board of India (“SEBI”)-Disclosure and Investors Protection Guidelines, 2000 (‘the guidelines), as amended, issued by the Securities and Exchange Board of India in pursuance of section 11 of the Securities and Exchange Board of India Act,1992; and related to clarification; and in accordance with the terms of reference received from the company requesting us to carry out work in connection with the letter of offer being issued by the Company in connection with its Proposed Right Issue of equity shares.

A. Financial Information as per Audited Financial Statements:

We have examined the attached ‘Consolidated Restated Summary Statement of Assets and Liabilities’ of the company as at 31st March 2009, 31st March 2008, 31st March 2007, 31st March 2006 and 31st March 2005 (Annexure I) and the attached ‘Consolidated Restated Summary Statement of Profits and Losses’ (Annexure II) and the attached ‘Consolidated Restated Statement of Cash Flows’ (Annexure III) for the year ended 31st March 2009, 31st March 2008, 31st March 2007, 31st March 2006 and 31st March 2005 together referred to as ‘Consolidated Restated Summary Statements’. These Summary Statement have been extracted from the financial statements of the year ended 31st March 2009, 31st March 2008, 31st March 2007, 31st March 2006 and 31st March 2005 of the company and its Subsidiaries audited by us, and have been adopted by the Board of Directors/Members for those respective years. Based on our examination of these summary statements, we state that:

i. The Consolidated Restated Summary Statements have to be read in

conjunction with the notes given in Annexure to this report. ii. The Consolidated Restated Summary Statements of the Company have been

restated with retrospective effect to reflect the significant accounting policies being adopted by the Company and its Subsidiaries as at 31.03.09 stated in notes forming the part of the Consolidated Restated Summary Statements vide Annexure IV of to this report. There has been a change in the method of valuation of inventories from ‘At Cost’ to ‘At Lower of Cost and Net Realizable Value’ in F.Y. 2008-09, but due to this change there is no effect on the profit of the company and its subsidiaries during the period covered under the consolidated restated financial statements.

iii. The Consolidated Restated profits have been arrived at after charging all

expenses including depreciation and after making such adjustments and regrouping as in our opinion are appropriate in the year to which they are related as described in Sl.No. 5 of the Notes Forming Parts of the Consolidated Restated Summary Statements appearing in Annexure IV.

iv. The extra-ordinary items, if any have been separately disclosed in the restated

financial statements.


150

B. Other Financial Information:

We have examined the following Consolidated information in respect for the years ended 31st

March 2009, 31st March 2008, 31st March 2007, 31st March 2006 and 31st March 2005 of the Company, proposed to be included in the Letter of Offer, as approved by the Board of Directors and annexed to this report: i. Details of Secured and Unsecured Loans (Annexure –V)

ii. Details of Loans and Advances (Annexure-VI)

iii. Details of Sundry Debtors (Annexure-VII)

iv. Statements of Summary of Investments (Annexure-VIII)

v. Details of Current Liabilities and Provisions (Annexure-IX)

vi. Statements giving details of Other Income & Other Expense (Annexure-X)

vii. Statements of Dividend paid (Annexure-XI)

viii. Capitalisation Statements of the Company as at 31st March, 2009 (Annexure-XII)

ix. Summary of Accounting Ratios based on adjusted profits related to earnings per share,

net assets value and return on net worth (Annexure-XIII)

In our opinion, the Consolidated Financial Information as per ‘Audited Financial Statements’ and ‘Other financial Information’ mentioned above for the year ended 31st March 2009, 31st March 2008, 31st March 2007, 31st March 2006 and 31st March 2005 have been prepared in accordance with the Part II of schedule II of the Act and the Guidelines. This report is intended solely for your information and for inclusion in Letter of Offer in connection with the proposed Right Issue of the company and not to be used, referred to or distributed for any other purpose without our prior written consent. For B. CHHAWCHHARIA & CO. Chartered Accountants KETAN CHHAWCHHARIA Place : Kolkata Partner Date : 6th June,2009 Membership No.63422

151

ANNEXURE - I


CONSOLIDATED RESTATED SUMMARY STATEMENT OF ASSETS AND LIABILITIES

Rs./Lacs



2009 2008 2007 2006 2005

Fixed Asset - A

Gross Block 3,211.93 2,804.81 1,396.92 596.01 430.79


Capital Work in Progress 518.73 255.12 621.67 217.72 21.13

Net Block - A 3,340.89 2,794.91 1,849.25 659.21 322.10

Investments - B 4,068.38 4,572.07 2,694.97 2,322.07 1,885.03

Inventories 5,839.14 4,159.65 5,812.90 5,122.91 3,977.46

Sundry Debtors 153.96 393.29 186.51 93.59 125.08



Loans & Advances 1,877.30 1,573.25 634.78 779.41 353.98

Total - C 18,702.85 9,936.07 9,258.81 7,702.24 5,229.52

Total Assets (E=A+B+C) 26,112.12 17,303.05 13,803.03 10,683.52 7,436.65


Secured Loans 71.24 72.47 97.62 94.97 45.18

Unsecured Loans 40.15 183.61 218.00 36.60 91.78


Security Deposit from Customers 272.07 222.83 - - -


Provisions 1,010.94 1,015.52 389.65 266.99 150.76

Minority Interest - - - 0.22 2.45

Total F 16,528.67 10,539.42 10,594.16 8,233.23 5,489.61

Net Worth (E-F) 9,583.45 6,763.63 3,208.87 2,450.29 1,947.04


Share Capital 1,808.45 1,808.45 516.70 516.70 535.31


Total 9,628.26 6,788.64 3,241.87 2,450.37 1,947.21

Less : Miscellaneous Expenditure 44.81 25.01 33.00 0.08 0.17


Net Worth 9,583.45 6,763.63 3,208.87 2,450.29 1,947.04

NOTES :-

1) The accompanying significant accounting policies and notes (Annexure IV) are an integral part of the accounts.


152

ANNEXURE - II


CONSOLIDATED RESTATED SUMMARY STATEMENT OF PROFITS AND LOSSES Rs./Lacs



2009 2008 2007 2006 2005

INCOME

Sales 8,789.26 12,449.11 4,964.48 3,357.24 1,124.67 Project Maintenance Charges 278.15 180.49 150.70 158.85 144.17 Net Income From Works Contract - - - - 10.72

Increase in Stock 1,741.67 - 740.84 1,115.81 1,961.57 Other Income 1,293.02 713.51 450.27 403.34 171.08 Total 12,102.10 13,343.11 6,306.29 5,035.24 3,412.21

EXPENDITURE

Purchase 825.41 600.04 267.93 932.17 1,227.98

Project Expenses 2,035.17 3,752.52 3,832.37 2,712.11 1,588.60 Hotel and Club running Expenses 144.16 36.22 - - - Cost of Material 62.45 28.62 16.61 - - Ongoing Project Expenses Adjusted 3,936.53 1,434.08 168.15 - - Decrease in Stock - 1,449.66 - - -

Project Maintenance Expenses 36.58 14.73 107.11 104.77 97.38 Personnel Expenses 740.96 527.07 316.06 236.86 178.67 Other Expenses 977.50 1,011.22 475.10 424.08 306.05 Depreciation 148.54 142.54 35.89 27.96 19.52 Total 8,907.30 8,996.70 5,219.22 4,437.95 3,418.20


Extraordinary Item - 3.16 - - -


Income Tax 326.23 471.40 123.26 40.62 3.28 Wealth Tax 0.57 0.69 0.30 0.05 -

Deferred Tax 21.85 (8.60) 8.11 (1.24) 9.93



Brought Forward Profit/(Loss) from Previous year 77.51 25.04 76.71 23.65 104.91

Add : Deferred Tax Asset - - - - - Add/(Less) : Tax Adjustments (2.78) 0.28 (1.12) 0.02 0.93

Less : Minority Interest - - - - (0.00) Add : Dividend Received - - - - - Total 2,905.76 3,894.16 1,021.65 575.23 86.64

APPROPRIATIONS

Dividend - 281.04 133.83 107.06 53.53

Minority Interest - - - 0.02 - Dividend Tax - 47.76 22.74 15.02 7.64 General Reserve 2,721.00 3,487.85 840.04 376.42 1.81

Profit Carried Forward to Balance Sheet 184.76 77.51 25.04 76.71 23.65

Total 184.76 77.51 25.04 76.71 23.65


153

ANNEXURE - III


CONSOLIDATED RESTATED STATEMENT OF CASH FLOW

Rs./Lacs



Cash Flow from Operating Activities

Net Profit before Taxation and extraordinary items 3,194.80 4,346.41 1,087.07 597.29 (5.99)

Adjustments for :- Depreciation 148.55 142.54 35.88 27.96 19.52

Provision for doubtful loans Written back - - - - - Interest and Dividend Income (102.83) (151.25) (158.91) (79.70) (19.63) Profit on sale of Investments (650.15) (125.58) (172.99) (226.09) (22.24) Fixed Assets Written Off 4.27 3.74 2.23 - -

Provision for Dimunition in value of Investments 34.92 - - - -

Capital Reserve on Consolidation 11.38 - - - - Provision for doubtful loans written back - - (1.00) - - (Profit)/Loss on Sale of Fixed Assets 3.89 (26.20) (0.47) (0.17) 1.38 Capital Gain on sale of Shares - - - - -

Operating Profit before working capital changes 2,644.83 4,189.66 791.81 319.29 (26.96)

Adjustment For :

Debtors (6,381.71) (3,489.11) (157.09) (342.33) 461.51 Inventories (1,679.49) 1,653.05 (689.98) (1,145.46) (2,057.27)

Trade payable and advances from Customers 6,049.08 (511.42) 2,052.68 2,640.89 2,955.55

Miscellaneous Expenditure (19.80) - (32.92) 0.09 0.09 Cash Generated from Operations 612.91 1,842.18 1,964.50 1,472.48 1,332.92

Direct Taxes / Income Tax Paid/Adjusted (245.89) (481.39) (160.88) (51.12) (22.07)

Fringe Benefit Tax - - - -

Cash flow before extraordinary items 367.02 1,360.79 1,803.62 1,421.36 1,310.85

Extraordinary Items, if any - - - 90.04 -

Net Cash from operating activities 367.02 1,360.79 1,803.62 1,511.40 1,310.85

Purchase of Fixed Assets (1,016.21) (1,125.44) (1,196.38) (365.06) (102.66)

Sale of Fixed Assets 313.53 53.64 2.76 0.17 3.77

Net Purchase/ Sale of Investments 1,100.72 (2,923.81) (221.39) (239.02) (705.33)

Interest and Dividend Income 102.83 151.25 158.91 79.70 19.63

Other Income from Long Term Investments 18.20 15.42 21.49 9.44 -

Net Cash from Investing Activities 519.07 (3,828.94) (1,234.61) (514.77) (784.59)

Cash Flows from Financing activities Proceeds from issuance of share capital - 900.00 - - -

Proceeds from Long Term and other borrowings (95.44) 127.41 184.04 (5.38) (7.43)

Dividend and Dividend Tax Paid (266.79) (124.26) (117.69) (57.92) (60.53)

Net cash used in financing activities (362.23) 903.15 66.35 (63.30) (67.96)

Net increase in Cash & Cash equivalents 523.86 (1,565.00) 635.36 933.33 458.30

Cash and Cash equivalents at the beginning of period 776.69 2,341.69 1,706.33 773.00 314.70

Cash and Cash equivalents at the

end of period 1,300.55 776.69 2,341.69 1,706.33 773.00


154

SCHEDULES TO THE ACCOUNTS ANNEXURE - IV

NOTES ON ACCOUNTS

1) SIGNIFICANT ACCOUNTING POLICIES

SYSTEM OF ACCOUNTING :

The company adopts accrual basis of accounting in the preparation of accounts.

FIXED ASSETS AND DEPRECIATION :

1. Fixed assets are valued at cost and depreciation is provided on straight line basis in accordance with the provisions of Schedule XIV to the Companies Act, 1956.

2. Capital work in progress is valued at cost.

INVENTORIES :

Inventories are valued as follows:

Raw Materials,Construction Materials, Maintenance Materials and Stores.

At Lower of cost and net realizable value.However, materials and other items are not written down below cost if the constructed units/Finished Products in which they are used are expected to be sold at or above cost. Cost is determined on FIFO basis.

Leasehold and Freehold Land, At Lower of cost and net realizable value. Cost includes direct materials,

Unsold Completed Construction labour and construction overheads.

and Work in Progress

Shopes and Others At Lower of cost and net realizable value.

REAL ESTATE PROJECTS AND SALES

a) Revenue in respect of projects undertaken before 31st March, 2006, is accounted for on the basis of date of delivery of physical possession to the respective customers.

b)

Revenue in respect of other projects is recognised on the " Percentage of Completion Method" (POC) of accounting and represents value of units contracted to be sold to the extent of actual work done against total estimated cost of execution upon the project reaches a level as considered appropriate by the management. The estimates of saleable areas, estimated costs and cost of completion are reviewed periodically by the management and effects of any changes in estimates is recognised in the period such changes are determined .

c) Sales, comprising of sale of rooms, food and beverages, club and other allied services, is recognised upon rendering of

the services

d) Project maintenance charges and other income is accounted for on accrual basis except where the receipt of income is

uncertain.

e) Interest on delayed payments and other charges are accounted for on realisation

OTHER INCOME

Other income is accounted on accrual basis except where the receipt of income is uncertain.

TAXES ON INCOME :

a) Current Tax is determined as the amount of tax payable in respect of taxable income for the year.

b)

Deferred Tax is recognised, subject to consideration of prudence, in respect of deferred tax Assets/Liabilities arising on timing differences, being the difference between taxable income and accounting income that originate in one period and are capable of reversal in one or more subsequent period. Deferred tax in respect of differential income due to accounting of sales on percentage completion basis, being not determinate, is not recognized.

155

INVESTMENTS :

a)

Long term investments are carried at acquisition cost and investments intended to be held for less than one year are classified as current investments and are carried at lower of cost and market value. Long Term Investments which have attained the stage of permanent diminution in their value are revalued at their current value.

b)

Value of Intangible capital rights created in favour of the company in the process of Real Estate activities, being not determinate, are not shown in the books of accounts

FOREIGN CURRENCY TRANSACTIONS :

Income and Expenditure in foreign currency is converted into rupee at the rate of exchange prevailing on the date of the transactions.

EMPLOYEE BENEFITS

(a) Short term employee benefits are charged off at the undiscounted amount in the year in which the related service is rendered.

(b)

Post employment and other long term employee benefits are charged off in the year in which the employee has rendered services. The amount charged off is recognised at the present value of the amounts payable determined using actuarial valuation techniques. Actuarial gain and losses in respect of post employment and other long term benefits are charged to Profit and Loss Account.

USE OF ESTIMATES

The preparation of financial statements in conformity with generally accepted accounting principles requires estimates/ exemptions to be made that affect the reported amount of assets and liabilities on the date of financial statements and the reported amount of revenues and expenses during the reporting period. Difference between actual results and estimates are recognised in the period in which the results are known/ materialised.

IMPAIRMENT OF ASSETS :

Impairment Loss in the value of assets, as specified in Accounting Standard -28 is recognised whenever carrying value of such assets exceeds the market value or value in use , whichever is higher.


156

2) Contingent Liability, not provided for, in respect of : Rs. In lacs

Particulars 31 st March 31 st March 31 st March 31 st March 31 st March

2009 2008 2007 2006 2005

Contested demand of Income Tax and penalty

6.90

6.90

6.90

6.90

6.90

Contested claim of the Government of Rajasthan

For refund of State Capital Subsidy including interest

48.00

45.75

43.50

41.25 39.00

Show cause notice received for Service Tax

267.93

118.47

46.59

- -

Contested demand of ESIC

4.28

4.25

3.04

- -

Providend Fund

185.26 -

-

- -

Cess - Sonari Land

9.72 -

-

- -

Additional Lease Rent

34.73

34.73 -

- -

3)

Estimated amount of contract remaining to be executed on capital account and not provided for amounts (net of advance) to Rs. Nil (Rs.15.05 lacs)

157

SCHEDULES TO THE ACCOUNTS

4)

Paid up Share Capital of the Company includes 1993100 Equity Shares, allotted pursuant to Schemes of Amalgamation without payment being received in cash and 13382750 Equity Shares, alloted as fully paid up Bonus Shares, by capitasation of General Reserves.

5).Notes on adjustments for restated summary statements

The summary of adjustment on account of changes in accounting policies and its impact on profit and losses of the company is as under :

RECONCILIATION OF PROFIT AS PER AUDITED FINANCIAL STATEMENT AND RESTATED FINANCIAL STATEMENT Rs. In lacs PARTICULARS FOR THE FINANCIAL YEAR ENDED


Net Profit before tax as per Audited Profit and Loss Account

3,208.10

4,338.68

1,086.14

598.66 (0.41)

Adjustment for :

Item Related to Previous year 8.43 1.51 1.37 0.19 (0.005)

Salary - (0.77) - (2.69) (0.07) Legal and Professional Expenses - (0.17) 0.04 - (0.10) Sales - - - 1.79 (0.02) Printing and Stationery - (0.48) - (0.05) -

Miscellaneous Expenses - 2.93 1.37 0.13 0.52

Repairs and Maintenance - 0.19 - - - Telephone, Telex and Fax - 0.02 0.01 (0.01) 0.15 Adjustment for Liabilities Written Back (21.73) (1.74) (0.57) (0.76) (6.25)

Travelling and Conveyance - (0.62) - - -

Advertisment - 0.26

(0.16)

0.01 -

Director Sitting Fee - -

0.16 - -

Interest - -

(1.54) - -

Purchase -

3.43

-

- 0.20

Rates and Taxes - - - 0.003 (0.01) Rental Income 0.06 Dividend 0.19

Net Profit before tax As per Restated

Financial Statement

3,194.80

4,343.25

1,087.07

597.29 (5.99)

Provision for Taxation Income Tax (326.23) (471.40) (123.26) (40.62) (3.28) Wealth Tax (0.57) (0.69) (0.30) (0.05) - Deferred Tax (21.85) 8.60 (8.11) 1.24 (9.93) Fringe Benefit Tax (15.12) (10.92) (9.34) (6.30) -

Net Profit after tax As per Restated

Financial Statement

2,831.03

3,868.84

946.06

551.56 (19.20)

6)a. In view of insufficient information from the suppliers regarding their status as SSI units, the amount due to Small Scale Industrial undertaking can not be ascertained.

b.

In absence of necessary information relating to the suppliers under the Micro, Small and Medium Enterprises Development Act, 2006, the company is unable to identify such suppliers, hence the information required under the said act is not given.


158

7) Expenditure in Foreign Currency: Rs. In lacs Sl. PARTICULARS FOR THE FINANCIAL YEAR ENDED

No. 31 st March 31 st March 31 st March 31 st March 31 st March

2009 2008 2007 2006 2005

Traveling 14.31 15.93 17.60 9.74 14.80

8)

The earning per share has been calculated as specified in Accounting Standard 20 on “Earnings Per Share” issued by ICAI and related disclosures are as below :


No. 31 st March 31 st March 31 st March

31 st

March 31 st March

2009 2008 2007 2006 2005

a)

Amount used as numerator in calculating basic and diluted EPS:

Profit after Tax (Rs. In Lacs)

2,828.25

3,869.12

944.94

551.58 (18.27)

b)

Weighted average number of equity shares used as the

denominator in calculating EPS (Nos):

Opening Balance 18,084,455 18,084,455

18,084,455

5,166,987 5,353,100

For Basic EPS (In Nos)

18,084,455 18,084,455

18,084,455

5,166,987 5,353,100

For Diluted EPS (In Nos)

18,084,455 18,084,455

18,084,455

5,166,987 5,353,100

Basic EPS 15.64 21.39

5.23

10.68 (0.34)

Diluted EPS 15.64 21.39

5.23

10.68 (0.34)

9)

The Consolidated Financial Statements have been prepared in accordance with Accounting Standard 21 (AS 21) - "Consolidated Financial Statements" issued by The Institute of Chartered Accountants of India. The subsidiaries (which along with Ashiana Housing Ltd., the parent, constitute the Group) considered in the preparation of these consolidated financial statements are:

Name Country

of

Incorpora

tion

Percentage of voting

power as at 31st March,

2009



2008


power as at 31st

March, 2007



2006



2005

Ashiana Retirement Villages Limited India 100.00% 100.00% 100.00% 99.98% 99.97%

Ashiana Aprartments Ltd.

India - - - - 100.00%

Vatika Marketing Limited India 100.00% 100.00% 100.00% 100.00% 100.00%

10)

On the basis of physical verification of assets, as specified in Accounting Standard - 28 and cash generation capacity of those assets, in the management perception there is no impairment of such assets as appearing in the balance sheet as on 31.03.2009.

11) The restated Statements do not have material impect on account of conversion of figures from Rupees to Lacs.

159

ANNEXURE - V


CONSOLIDATED RESTATED SCHEDULE OF SECURED AND UNSECURED LOANS

SECURED LOANS Rs./Lacs

PARTICULARS OF LOANS FOR THE FINANCIAL YEAR ENDED


2009 2008 2007 2006 2005

Working Capital Loans From :

State Bank of Bikaner & Jaipur - 18.73 19.41 15.20 7.78

State Bank of Punjab Limited - - - - 0.63

HDFC Bank Limited - 2.03 44.37 40.51 -

Vehicle Loans From :

ABN Amro Bank Ltd. - 0.94 8.71 13.93 18.84

Tata Capital Ltd. 28.67 - - - -

Tata Motors Finance Ltd. 5.36 - - - -

ICICI Bank Ltd. - 7.68 16.68 25.33 17.30

State Bank of Bikaner & Jaipur - - - - 0.63

HDFC Bank Limited 37.21 43.09 8.45 - -

Total 71.24 72.47 97.62 94.97 45.18

UNSECURED LOANS Rs./Lacs

FROM FOR THE FINANCIAL YEAR ENDED


2009 2008 2007 2006 2005

Directors - 130.75 94.96 29.08 -

Others 40.15 52.86 123.04 7.52 91.78

Total 40.15 183.61 218.00 36.60 91.78

ANNEXURE - VI


CONSOLIDATED RESTATED SCHEDULE OF LOANS AND ADVANCES

Rs./Lacs



Unsecured, considered good

Advance Against Land Building Purchase etc. 650.00 776.11 135.58 90.77 174.99

Advance recoverable in cash or in kind or value to be received 363.45 127.09 257.40 365.10 66.39

Taxation Advances and Refundable 816.72 634.32 218.25 145.12 93.51 Deposits 47.11 33.41 19.05 17.54 16.44 Unsecured, considered good Loans to Others 0.02 2.33 4.50 160.88 2.65

Total 1,877.30 1,573.25 634.78 779.41 353.98


160

ANNEXURE - VII


CONSOLIDATED RESTATED SCHEDULE OF SUNDRY DEBTORS

Rs./Lacs



2009 2008 2007 2006 2005

A) Debts Outstanding for a Period Exceeding Six Months

Unsecured Considered Good 85.67 33.74 30.47 29.12 25.10

B) Debts Outstanding For a Period Exceeding Six Months

Unsecured Considered Doubtful - - - 1.00 1.00

C) Other Debts Unsecured, Considered Good 68.29 359.55 156.04 64.47 99.98

D) Less : Provision For Doubtful Debts - - - 1.00 1.00

TOTAL (A+B+C-D) 153.96 393.29 186.51 93.59 125.08

161

ANNEXURE - VIII

ASHIANA HOUSING LIMITED CONSOLIDATED RESTATED SCHEDULE OF INVESTMENTS

Rs./Lacs



2009 2008 2007 2006 2005

In Government/Trust Securities :

Unquoted

National Saving Certificate 0.30 0.30 0.20 0.03 0.03

In shares of Body Corporates :

Quoted

Ispat Profile Ltd. 0.01 0.01 0.01 0.01 0.01

Modern Woolen Ltd. 0.02 0.02 0.02 0.02 0.02

Modern Threads Ltd. 0.00 0.00 0.00 0.00 0.00

S.M.Telesys Ltd. 0.25 0.25 0.25 0.25 0.25

Spectrum Commercials Ltd. 3.31 3.31 3.31 3.31 3.31

Tata Timken Limited - - 0.04 0.04 0.04

Timken India Ltd. 0.04 0.04 - - -

Arihant Foundation Ltd. 0.34 0.34 - - -

Eldco Housing Ltd. 0.21 0.21 - - -

HDFC Ltd. 0.85 0.85 - - -

Larsen & Tubro Ltd. 0.18 0.18 - - -

IFGL Refractories Ltd. 7.91 7.91 7.65 - -

Lok Housing Ltd. 0.19 0.19 - - -

Mahindra Lifespace Developers Ltd. 0.31 0.31 - - -

Parsvnath Developers Ltd. 0.33 0.33 - - -

Sobha Developers Ltd. 0.44 0.44 - - -

Unitech Limited 0.22 0.22 - - -

Unquoted

Ashiana Homes Pvt. Ltd. - - - - 6.56

Adityapur Toll Bridge Company Limited 2.00 1.70 1.70 - -

Elite Leasings Ltd. 0.06 0.06 0.06 0.06 0.06

In Immovable Properties:

Unquoted

Building at W-177, Greater Kailash - II, New Delhi

329.40 329.40 329.40 329.40 329.40

Building at Ashiana Plaza Patna 16.17 - - - -

Land at Vasundhara Nagar, Phase II, Bhiwadi, Rajasthan

110.21 110.21 110.21 - -

Roof Rights, Ashiana Trade Center, Jamshedpur

- 15.00 - - -

Shops, Ashiana Trade Center, Jamshedpur 3.13 3.13 - - -

Land at RIICO Industrial Area, Bhiwadi, Rajasthan

17.82 158.97 - - -

Common Facility Area, Utsav, Bhiwandi, Rajasthan

24.91 24.91 - - -

In Capital of Partnership Firms

Unquoted

Ashiana Amar Developers 1,133.82 1,035.03 485.00 - -

Ashiana Mangalan Developers 940.65 839.42 593.68

Ashiana Amar Infrastructure 141.14 141.10 40.00 - -

Ashiana Green Wood Developers 830.83 777.63 551.91 - -

In Mutual Funds

Unquoted

FT India Bluechip Fund -Dividend Reinvestment

- - 2.32 2.00 8.94

FT India Life Stage FOF - 40s Plan - - - 5.57 5.57

HDFC Top 200 Fund - Growth - - - - 2.52

HDFC Top 200 Fund - Dividend Reinvestment

- - 5.68 7.75 2.86

HDFC Capital Builder Fund - Dividend Reinvestment

- - 5.61 7.50 -


162

Tata Pure Equity Fund - Growth - - - - 10.00

Birla Dividend Yield Plus-Growth - - - - 2.50

Reliance Banking Fund - Growth - - - - 2.50

HDFC Capital Builder Fund - Growth - - - - 5.00

HDFC Growth Fund - Dividend Reinvestment

13.97 12.93 26.58 12.31 1.00

HDFC Growth Fund - Growth 8.00 6.00 - - -

Prudential ICICI Emerging STAR - Growth Option

- - - - 5.00

Prudential ICICI Growth Plan - Dividend Re-investment

- - - - 5.40

Tata Contra Fund - Growth 5.00 5.00 5.00 5.00 -

Standard Chartered Imperial Equity Fund - DR

- - 5.00 5.00 -

SBI Blue Chip Fund - DR 6.00 6.00 5.00 5.00 -

Reliance Equity Fund - Dividend Re-investment

- - 15.00 15.00 -

Prudential ICICI Infrastructure Fund - Dividend Re-investment

0.98 0.90 4.74 4.00 -

Fidelity Equity Fund - Growth 9.00 9.00 13.00 5.00 -

Reliance Growth Fund - Growth - - 2.50 2.50 -

Reliance Short Term Fund - Retail Fund - Growth

- - - 75.00 73.65

Reliance Diversified Power sector -Dividend Reinvestment

- - 3.54 3.22 2.50

SBI Magnum Global Fund - Dividend 10.00 10.00 10.00 - -

Tata Infrastructure Fund - Gr. 10.00 10.00 10.00 - -

HDFC Index Fund - Series Plus Plan 18.00 14.00 11.00 - -

HDFC Capital Builder Fund - Growth - - 2.50 - -

HSBC Advantage India Fund - Div. Rein - - 11.00 - -

HDFC FMP 13 M March 2006 (1) Retail - Gr - - 50.00 - -

HSBC Fixed Term Series - IV- GR - - 100.00 - -

HSBC Fixed Term Series - 13 Growth - - 112.89 - -

HSBC Equity Fund - Growth - - - - 2.52

Birla Cash Plus - Growth Option - 5.00 1.01 1.01 39.86

HSBC Cash Fund - Growth Option - - - - 60.00

Birla Floating Rate Fund - Short Term Fund - Growth Option

- - - 77.90 40.00

Birla Floating Rate Fund - Long Term Fund - Growth Option

- - - 141.14 90.00

Birla Bond Plus Retail Plan - - - - 5.38

Birla Floating Rate Fund Short Term Growth

- 1.14 - - -

Birla Bond Plus - Growth Option 5.00 5.00 5.00 5.00 5.00

Birla Cash Plus - Retails - GR 18.00 - - - -

Franklin India Flexi Cap Dividend - Reinvestment

- - 5.00 5.00 -

DSPML Tiger Fund - Dividend Reinvestment

6.00 6.00 1.50 - -

DSPML Opportunities Fund - Dividend Reinvestment

24.93 16.21 15.71 6.00 -

DSPML Opportunities Fund - Gr - 5.00 - - -

Fidelity Equity Fund - Dividend Reinvestment

2.50 2.50 2.50 2.50 -

DSP Merrill Lynch FMP 3 M Series 3 - 20.00 - - -

JM Equity Fund & Derivative Fund - Growth

- - 12.50 12.50 -

Templetion Floting Rate Income Fund - LT - Growth

- - - 40.74 -

Birla Bond Plus Retail Plan - Growth Option

- - - 7.44 79.64

Standard Chartered Liquidity Manager - Growth

- - - 50.00 -

DSP Merrill Lynch Bond Fund Regular - Growth Option

- - - - 0.98

DSP Merrill Lynch Liquidity Fund - Growth Option

- - - - 180.84

DSP Merrill Lynch Short Term Fund - Growth Option

- - - 193.46 93.46

163

DSP Merrill Lynch Floating Rate Fund - Growth Option

- - - 25.89 -

HDFC Floating Rate Fund - Long Term Growth

- - - 10.05 -

HDFC Floating Rate Fund - Short Term Growth

- - - 26.26 -

JM Floater Fund - Long Term Growth - - - 60.00 -

JM Floater Fund - Short Term Growth - - - 20.00 -

Franklin India Prima Fund Dividend - Reinvestment

14.20 7.29 6.47 5.76 0.50

HDFC High Interest Fund - Short Term 7.50 7.50 7.50 7.50 7.50

Sundaram BNP Paribas Fixed Term Plan Services XXV-90 days

- 10.00 5.00 - -

DBS Chola FMP-Series 6 (371 Days Plan) - DP

- 45.00 45.00 - -

HDFC FMP 90D March 2007 - - 50.00 - -

Franklin India Prima Fund GR - 5.00 - - -

Templeton India Short Term Income Plan - Growth Plan

- - - - 5.32

Templeton India Treasury Management Account - Growth Option

- - - - 24.61

Grindlays GSSIF-Medium Term Plan - Growth Option

- - - - 30.71

Grindlays Floating Rate Fund - Long Term Plan - Growth Option

- - - 97.02 40.00

Grindlays Floating Rate Fund - LT- Gr - - - 10.00 15.00

Grindlays All Seasons Bond Fund - Growth Option

- - - 10.00 10.00

HDFC Liquid Fund - Growth - - - - 12.38

HDFC Liquid Fund - Growth Option - - - - 120.01

HDFC Income Fund - Growth - - - - 1.38

Prudential ICICI Short Term Plan - Growth Option

- - - 30.67 35.00

Prudential ICICI Blended Plan - Growth - - - 150.00 -

Prudential ICICI Liquid Plan - Growth Option

- - - - 5.54

Prudential ICICI Liquid Plan - Growth - - - - 111.65

JM Equity & Derivative Fund - Growth - - - 45.00 -

Chola FMP - Series 2 (Qrtly Plan - II ) Cumulative

- - - 20.00 -

HSBC Fixed Term Series - IV - Growth - - - 100.00 -

HSBC Fixed Term Series - 13 Growth (Instt)

- - - 112.89 -

Sundaram Fixed Term Series - I - Growth - - - 20.00 -

HDFC FMP Series - 13 M - Growth - - - 50.00 -

Tempelton India Short Term Plan - Growth - - - - 5.48

Pioneer ITI Short Term Income Plant - Growth Option

- - - 30.80 30.80

Prudential ICICI Floating Rate Fund - Long Term - Growth Option

- - - 10.00 10.00

Templeton India Treasury Management Account -Growth

- - - - 87.47

Templeton Floting Rate Income Fund - Gr - - - 80.00 5.00

Templeton Treasury Management Account (GR)

- - - 10.00 -

Tempelton India Short Term Income - Growth

- - - 1.25 1.25

Tempelton India Short Term Income Plan - Growth

- - - - 48.83

DSP Meril Linch Bond Fund (GR) - - 0.98 0.98 -

DSP Meril Linch Bond Liquidity Fund Regular Growth

1.17 1.17 - - -

Templeton Floating Rate Income Fund - Growth Option

70.00 - - 10.00 10.00

Templeton Floating Rate Income Fund - Short Term - Growth Option

- - - 159.68 105.00

Templeton Floating Rate Income Fund - Long Term - Growth Option

- - - 40.00 -

HSBC Floating Rate Fund - Short Term - Growth Option

- - - 105.66 20.00


164

HDFC Cash Management Fund -Investment Plan

- - - - 30.80

HDFC MF MIP-Long Term - Growth - - - 5.00 5.00

HSBC India Opportunities Fund - DR - - 12.00 12.00 1.00

HDFC FMP 370D MAY 2008(VIII) (2) Wholesale - Growth

100.00 - - - -

Sundaram BNP Paribas Fixed Term Plan - 16 Inst Growth

100.00 - - - -

IDFC Fixed Maturity Plan - Yearley Series 21 - Plan B-G

100.00 - - - -

HDFC High Interest Fund -Short Term Plan -Growth

- - - 15.00 15.00

HDFC Short Term Plan -Growth - - - - 15.00

HDFC Short Term Fund -Growth - - - 10.00 10.00

Standard Chartered Liquidity Manager - Growth

- 653.96 - - -

Sunderam BNP Paribas FTP Int. Fund Quart. Series - Plan - C

- 50.00 - - -

HDFC FMP 90 D January 2008 - 200.00 - - -

HSBC Advantage India Fund - Gr. 8.00 6.00 - - -

Provision for Dimunition in value of Investments

(34.92) - - - -

Total 4,068.38 4,572.07 2,694.97 2,322.07 1,885.03

ANNEXURE - IX


CONSOLIDATED RESTATED SCHEDULE OF CURRENT LIABILITIES & PROVISIONS

Rs./Lacs



2009 2008 2007 2006 2005

Current Liabilities

Sundry Creditors 630.54 464.86 405.42 513.19 134.10

Advance from Customers 13,671.32 7,600.07 8,895.30 6,916.93 4,687.07

Due to Subsidiary Companies - - 1.54 - -

Security Deposits 474.29 633.38 361.68 251.26 257.18

Investor education & Protection Fund

Not due as at the year end

- Unclaimed Dividend 38.35 24.09 14.52 7.59 4.47

Temptory overdraft due to over issue of cheques 9.11 2.13 8.23 - -

Other Liabilities 257.71 289.36 162.50 110.92 80.81 Total (A) 15,081.32 9,013.89 9,849.19 7,799.89 5,163.63

Provisions

For Taxation 953.95 625.65 184.83 107.33 59.89

For Proposed Dividend - 281.04 133.83 107.06 53.53

For Tax on Proposed Dividend - 47.76 22.74 15.02 7.51

For Gratuity 56.99 61.07 48.25 37.58 29.83

Total (B) 1,010.94 1,015.52 389.65 266.99 150.76

Total (A+B) 16,092.26 10,029.41 10,238.84 8,066.88 5,314.39

165

ANNEXURE - X

ASHIANA HOUSING LIMITED CONSOLIDATED RESTATED SCHEDULE OF OTHER INCOME

Rs./Lacs



2009 2008 2007 2006 2005

Interest (Net) 102.83 139.30 157.39 77.01 17.75 Income from Long Term Investments Rent 2.46 8.03 - - - Dividend 15.74 15.93 21.68 9.44 1.88 Sales (Net) 631.94 104.85 151.50 216.65 22.24 Commission 40.16 36.68 29.42 5.19 - Fee & Subscription 21.07 7.00 - - -

Income from Revenue Sharing Arrangements 1.75 1.91 - - -

Profit on Sales of Investments 15.64 5.30 31.95 - - Rent and Hire Charges 14.32 9.76 14.11 13.79 15.29 Miscellaneous Income 51.11 37.94 41.80 77.07 89.80

Excess Provision of Gratuirty Written Back 20.37 - - - -

Provision for Doubtful Debts Written Back - - 1.00 - 7.25

Liabilities Written Back - 6.66 0.95 4.02 16.87 Profit on Sales of Fixed Assets (Net) - 26.20 0.47 0.17 - Share of Profit from Partnership Firm 375.63 313.95 - - - TOTAL OF OTHER INCOME 1,293.02 713.51 450.27 403.34 171.08

CONSOLIDATED RESTATED SCHEDULE OF OTHER EXPENSES

Rs./Lacs



Rent 61.40 24.04 13.72 14.67 16.07 Power & Fuel 52.85 18.88 - - - Rates and Taxes 5.96 1.41 4.57 2.28 1.08

Insurance 5.36 32.60 39.38 38.22 6.54 Public Relation and Communication 6.34 2.28 - - - Establishment Charges 0.46 0.46 - - - Traveling and Conveyance 83.19 63.96 44.94 43.08 39.57 Legal and Professional expenses 23.92 12.04 12.68 10.55 6.64

Advertisement and Business Promotion 429.13 287.85 155.30 189.77 131.89 Commission 5.65 1.71 17.17 22.12 4.76 Management Fee - 337.46 26.52 - - Telephone, Telex & Fax 40.37 31.40 19.95 14.71 13.97 Printing & Stationery 25.52 26.48 15.85 12.30 10.25 Repairs and Maintenance :

To Machineries 1.16 3.12 5.62 5.56 2.27 To Building 36.43 20.35 14.97 2.28 0.13 To Others 2.86 7.01 6.23 9.35 5.55

Directors' Fees 0.27 0.32 0.22 0.26 0.09 Auditors' Remuneration :

For Statutory Audit 7.18 4.72 4.71 3.65 3.03 For Internal Audit 2.24 1.03 0.36 0.16 0.16 For Tax Audit 1.68 1.18 1.10 0.91 0.73 For Other Services 2.96 2.67 1.81 2.24 1.47 Miscellaneous expenses 112.00 122.14 85.94 48.78 51.24

Irrecoverable Balances Written off 13.98 4.36 1.74 2.72 9.15 Loss on sale of Fixed Assets 3.89 - - - 1.38 Preliminary Expenses Written Off - - 0.08 0.09 -

Provision for Diminution in value of current Investment 34.92 - - - -

Miscellaneous expenses W/off - - - - 0.08

Fixed Assets Written Off 4.25 3.75 2.24 - - Items relating to previous year (Net) 13.53 - - 0.38 - Total 977.50 1,011.22 475.10 424.08 306.05


166

ANNEXURE - XI


CONSOLIDATED SCHEDULE OF RATE OF DIVIDEND

Rs./Lacs



2009 2008 2007 2006 2005

Equity Share Capital For Dividend - 1,873.59 535.31 535.31 535.31

Interim Dividend % - - - - -

Final Dividend % - 15.00% 25.00% 20.00% 10.00%

Interim Dividend Amount - - - -

Final Dividend Amount - 281.04 133.83 107.06 53.53

Total Dividend - 281.04 133.83 107.06 53.53

Dividend Tax Paid - 47.76 22.74 15.02 7.64

ANNEXURE -XII ASHIANA HOUSING LIMITED

CONSOLIDATED CAPITALISATION STATEMENT

Rs./Lacs

PARTICULARS Pre - Issue Post - Issue as at as at 31.03.2009 31.03.2009

Total Debts

Short Term Debts Will be - Working Capital Loans - determined - Vehicle Loans 29.84 after - Unsecured Loans from Others - finalisation

Long Term Debts of issue

- Vehicle Loans 41.39 Total Debts - A 71.23 price Shareholder Fund Share Capital 1,808.45 Capital Reserve 15.18

Capital Reserve (On Consolidation) 11.38 Securities Premium Account 144.00 General Reserves 7,464.49 Profit and Loss Account 184.76 Total Shareholders' Funds - B 9,628.26

Long term debts/Total Shareholders' funds 0.0043 Notes :

1. The above have been computed on the basis of consolidated restated statement of accounts.

2. Short term debts are debts maturing within the next one year from the respective statement of accounts.

3. The above ration has been computed on the basis of total long-term debt divided by shareholders' funds.

167

ANNEXURE - XIII ASHIANA HOUSING LIMITED

CONSOLIDATED SUMMARY OF ACCOUNTING RATIO Rs./Lacs



2009 2008 2007 2006 2005

Adjusted Profit to Income from Operation (%) 35.23 34.41 21.25 16.99 (0.47)

Earning per Share (a)- Basic and diluted (Rs.) 15.65 21.42 5.23 3.05 (0.11)

Earning per Share (b)- Basic and diluted (Rs.) 15.65 21.41 5.23 3.05 (0.11)

Cash earning per Share 16.48 22.18 5.43 3.20 0.00 Net Assets Value Per Share (Rs.) 52.99 37.40 17.74 13.55 10.77 Return on Net Worth (%) 29.54 57.25 29.48 22.51 (0.99)

No. of Equity Shares (Basic) 18,084,455 18,084,455 18,084,455 5,166,987 5,353,100 Restated Weighted No. of equity Shares 18,084,455 18,084,455 18,084,455 18,084,455 18,084,455

1. The Ratio have been computed as below : Adjusted profit to income from Adjusted profit before tax

Operation (%) = Income from Operation


Earning per Shares (a) (Rs.) = Restated Weighted number of Equity shares outstanding during the year

Adjusted profit/(Loss) after tax but after extraordinary item

Earning per Shares (b) (Rs.) = Restated Weighted number of Equity shares outstanding during the year

Adjusted profit/(Loss) after tax but before depreciation

Cash Earning per Shares (Rs.) = Restated Weighted number of Equity shares outstanding during the year

Net Worth excluding revaluation reserve

Net Assets Value per Shares =

Restated Weighted number of Equity shares outstanding during the year


Return on Net Worth (%) = Net Worth excluding revaluation reserve

2. Earning per shares is calculated in accordance with Accounting Standard 20 "Earnings per Share" issued by the institute

of Chartered Accountants of India. In terms of para 24 of AS 20, the number of equity shares outstanding before the issue of bonus shares is adjusted for the change in number of equity shares issued as bonus shares as if the shares were issued at the beginning of the earlest reported period.

3. The restated number of equity shares have also been adjusted to reflect the issue of 1,33,82,750 shares as bonus shares issued by capitalisation of accumulated profit / reserves as approved by the Board in their meeting held on 01.03.2008

4. Profit and Loss as restated has been considered for the purpose of computing the above ratio.


168

II. FINANCIAL INFORMATION OF THE GROUP COMPANIES

A. DETAILS OF LISTED COMPANIES

There are no listed group Companies. B. DETAILS OF UNLISTED COMPANIES

1. OPG Realtors Limited (OPGRL):

OPG Realtors Limited, formerly known as OPG Realtors Private Limited was incorporated on 26th April, 2007 as a Private Limited Company. Subsequently the Company was converted into public limited company and Fresh Certificate of Incorporation dated 25th November, 2008 received from the Registrar of Companies, West Bengal. Its registered office is situated at 5F, Everest, 46/C, Chowringhee Road, Kolkata – 700 071.

The main objects of the company are: (i) to purchase, sell, acquire, transfer, hold, posses, take over, take on lease, dispose off, invest , contract, deal and trade in lands, house, building, premises and other properties, freehold or tenanted or any other tenure of kind of nature whatsoever and for all or any of the above purposes to enter into necessary financial arrangements or partnership or other agreements or arrangements with any company, firm, person or party and to bring in or treat all or any of such properties as business or trading assets. (ii) to carry on the business of hotel, restaurant, café, lavern, beer house etc. The present Board of Directors of the Company comprises of Mr. Vishal Gupta, Mr. Ankur Gupta and Mr. Lalit Kumar Chhawchharia. Shareholding pattern as on 31st March 2009.

Name of Shareholder No. of Shares % of holding

Mr. Vishal Gupta 33,333 33.20 Mr. Om Prakash Gupta 1 0.00 Mr. Ankur Gupta 33,433 33.30 Mr. Varun Gupta 33,433 33.30 Ms. Rachna Gupta 50 0.05 Baby Mytra Gupta 50 0.05 Mr. Ashok Kumar Mattoo 100 0.10 Total 1,00,400 100.00

Financial Performance:

The brief financials of OPGRL are as under:

(Rs. In lacs)

Particulars Period ended 31st March 2008

Audited

Total Income 2.85 Profit after Taxation 1.25 Share Capital Equity Capital Preference Share Capital

10.00 39.70

Reserves & Surplus 358.55 Net Worth 367.55 Earning Per Share (EPS) (Rs.)-on weighted Avg. 2.46 Net Asset Value per Share (Rs.) 367.55 Dividend (%) (including Interim Dividend) Nil

169

OPGRL has not made any rights / public issue during last three years. OPGRL is not a Sick Industrial Company within the meaning of the SICA.

2. RG Woods Limited (RGWL)

RGWL was incorporated on September 19, 2008 as a public limited company under the provisions of the Companies Act. RGWL received its Certificate of Commencement of Business on November 6, 2008. The registered office of RGWL is situated at 5F, Everest, 46/C, Chowringhee Road, Kolkata – 700 071. The main objects of RGWL contemplate inter alia to carry on business as manufacturers, distributors, importers, exporters, agents and generally deal in all kinds of wood furniture, light wood furniture and furniture made of wood of all kinds, wood items related thereto and things made of wood and goods used in manufacture of wood products. The present Board of Directors of the Company comprises of Mr. Vishal Gupta, Mr. Varun Gupta and Mr. Lalit Kumar Chhawchharia.

Shareholding pattern as on 31st March 2009.


M/s. OPG Realtors Ltd. 49500 99.00 Mr. Vishal Gupta 50 0.10 Mr. Varun Gupta 100 0.20 Mr. Ashok Kumar Mattoo 100 0.20 Mr. Ankur Gupta 100 0.20 Ms. Rachna Gupta 50 0.10 Mr. Lalit Kumar Chhawchharia 100 0.20 Total 50,000 100.00

Financial Statement:

No financial statements have been prepared till date.

RGWL has not made any rights / public issue during last three years. RGWL is not a Sick Industrial Company within the meaning of the SICA.

3. Karma Hospitality Limited (KHL)

Karma Hospitality Limited, formerly known as Karma Hospitality Private Limited was incorporated on 16th February, 2008 as a Private Limited Company. Subsequently the Company was converted into public limited company and Fresh Certificate of Incorporation dated 3rd November, 2008 received from the Registrar of Companies, West Bengal. Its registered office is situated at 5F, Everest, 46/C, Chowringhee Road, Kolkata – 700 071. The present Board of directors of the Company comprises of Shri Ankur Gupta, Shri Vishal Gupta, Shri Lalit Kumar Chhawchharia & Shri Jayant Singh. The main objects of KHL contemplate inter alia to manage, operate hotels on management contract and or profit sharing basis, providing services relating to constructing a hotel including conducting of feasibility study, consultancy for building hotel, providing services relating to plumbing, electrical, HVAC, architectural, marketing, human resource, facility planning, license procurement and management consultancy services.



M/s. OPG Realtors Ltd. 29,690 49.48 Mr. Vishal Gupta 50 0.08


170

Ms. Rachna Gupta 50 0.08 Mr. Ankur Gupta 100 0.17 Mr. Varun Gupta 100 0.17 Mr. Jayant Singh 30000 50.00 Mr. Lalit Kumar Chhawchharia 10 0.02 Total 60,000 100.00


The brief financials of KHL are as under:

(Rs. in lacs)

Particulars Period ended 31st March 2008

Audited

Total Income Nil Profit / (Loss) after Taxation (0.28) Share Capital 1.00 Reserves & Surplus Nil Net Worth 0.40 Earning Per Share (EPS) (Rs.) (2.79) Net Asset Value per Share (Rs.) 4.03 Dividend (%) (including Interim Dividend) - KHL has not made any rights / public issue during last three years. KHL is not a Sick Industrial Company within the meaning of the SICA.

4. BG Estates Private Limited (BGEPL)

BGEPL was incorporated on September 11, 2008 as a private limited company under the provisions of the Companies Act. The registered office of BGEPL is situated at 5F, Everest, 46/C, Chowringhee Road, Kolkata – 700 071. The main objects of the company contemplate inter alia (i) to purchase, sell, acquire, transfer, hold, posses, take over, take on lease, dispose off, invest contract, deal and trade in lands, house, building, premises and other properties, freehold or tenanted or any other tenure of kind of nature whatsoever and for all or any of the above purposes to enter into necessary financial arrangements or partnership or other agreements or arrangements with any company, firm, person or party and to bring in or treat all or any of such properties as business or trading assets.

The present Board of Directors of the Company comprises of Mr. Om Prakash Gupta, Ms. Beila Gupta and Mr. Lalit Kumar Chhawchharia.


Name of Shareholder No. of Shares % of

holding

Mr. Om Prakash Gupta 2490 4.98 Ms. Beila Gupta 47500 95.00 Mr. Lalit Kumar Chhawchharia 10 0.02 Total 50000 100.00


The brief financials statements of BGEPL are as under:

(Rs. in lacs)

171

Particulars Period ended 31st March

2009 Audited

Total Income 7.86 Profit / (Loss) after Taxation 4.04 Share Capital Equity Share Capital Preference Share Capital

20.00 25.15

Reserves & Surplus 230.39 Net Worth 249.39 Earning Per Share (EPS) (Rs.)-on weighted average 7.62 Net Asset Value per Share (Rs.) 124.69 Dividend (%) (including Interim Dividend) -

BGEPL has not made any rights / public issue during last three years. BGEPL is not a Sick Industrial Company within the meaning of the SICA.

5. Hemie Estates Private Limited (HEPL)

HEPL was incorporated on January 6, 2009 as a private limited company under the provisions of the Companies Act. The registered office of HEPL is situated at 5F, Everest, 46/C, Chowringhee Road, Kolkata – 700 071. The main objects of the company contemplate inter alia (i) to purchase, sell, acquire, transfer, hold, posses, take over, take on lease, dispose off, invest contract, deal and trade in lands, house, building, premises and other properties, freehold or tenanted or any other tenure of kind of nature whatsoever and for all or any of the above purposes to enter into necessary financial arrangements or partnership or other agreements or arrangements with any company, firm, person or party and to bring in or treat all or any of such properties as business or trading assets. The present Board of Directors of the Company comprises of Mr. Vishal Gupta, Mr. Ankur Gupta and Mr. Lalit Kumar Chhawchharia.



M/s. OPG Realtors Ltd. 9800 98.00 Mr. Ankur Gupta 100 1.00 Mr. Lalit Kumar Chhawchharia 100 1.00 Others Total 10000 100.00

Financial Statement:

No financial statements have been prepared till date.

HEPL has not made any rights / public issue during last three years. HEPL is not a Sick Industrial Company within the meaning of the SICA.

Purchase/sale of more than 10% from Group Companies

There are no transactions with Companies in the Promoter Group exceeding 10% of the total sales / purchases of the issuer Company. CHANGES IN ACCOUNTING POLICIES IN THE LAST THREE YEARS

There has been no change in the Accounting Policies of the Company during the last three years, which would materially affect the results of the Company except change in Accounting Policy in


172

respect of revenue recognition from Completed Contract method to Percentage Completion method in respect of all the contracts undertaken on or after 01.04.2006. However the Company continues to adopt the old method of recognition in respect of all those projects which were already under execution as on 01.04.2006. Further there has been a change in the method of valuation of inventories from “At Cost” to “At Lower of Cost and Net Realizable Value” in F.Y 2008-09 but due to this change, there is no effect on the profit of the Company during the period covered under the restated financial statements as certified by the auditors in the restated financial statements.

173

III. MANAGEMENT DISCUSSION & ANALYSIS OF FINANCIAL CONDITION

You should read the following discussion and analysis of our financial condition and results of operations together with our restated consolidated financial statements included in page [●] of this Draft letter of offer. You should also read the section titled ‘Risk Factors’ beginning on page [●] of this draft letter of offer, which enumerates number of factors and contingencies that could impact our financial condition and results of operations. The following discussion relates to our Company and our subsidiaries taken as a whole on a consolidated basis, and, unless otherwise stated, is based on our restated consolidated financial statements, which have been prepared in accordance with Indian GAAP, the accounting standards and other applicable provisions of the Companies Act, 1956, and the SEBI guidelines. Our Financial year ends on March 31 of each year.

1. Overview

Ashiana Housing Limited (AHL), formerly known as Ashiana Housing & Finance (India) Ltd., was incorporated in 1986 having its registered office at Kolkata, West Bengal for developing real estate. AHL received the Certificate for Commencement of Business dated 30th June 1986. The Company is involved in residential and commercial real estate development projects ranging from integrated townships, group housing and retail and other commercial properties, hotels etc. Our operations span across all aspects of real estate development, from the identification and acquisition of land, to the planning, execution and marketing of our projects. The Company commenced real estate development business in the year 1986 and as of March 31, 2009, it has completed more than 22 housing projects including 5 commercial projects and further 6 projects are under execution at various stages.

2. Significant Development subsequent to the last financial year

Except as otherwise stated in this Letter Of Offer, after the date of last balance sheet i.e.; March 31, 2009, there has been no significant development affecting the company.

3. FACTORS AFFECTING RESULTS OF OPERATIONS

Our income, expenses and results of operations depend on various factors, including the following: General economic condition in India: All our operations are currently located in India and the economic condition of India has a direct impact on our revenues. We believe that the success of our projects is dependant on the general economic growth of India. We believe that a growth in the GDP and per capita income of Indians results in an increase in our revenues. In addition, the growth in the Indian economy has also resulted in the growth of new sectors such as tourism and information technology. We believe that the growth in the general economic condition in India will not only increase the demand for more houses for those employed in these sectors but will also require substantial real estate development activities such as building of IT parks, hotels and SEZs. For details of the growth of the Indian economy, see the section titled “Industry Overview” on page [*] of this Draft Letter of Offer.

Availability of financing for customers: One of the major drivers behind the growth of demand for housing units is a low interest rate on housing loans. The interest rate has


174

substantially reduced from the last decade’ when it used to range approximately between 16% to 18% to a range of 8% to10% resulting in higher disbursement of housing loans.

Government policies including taxes and duties affecting infrastructure: The provisions of section 80-IB of the I.T. Act provides for exemption on payment of income tax on residential projects approved before the March 31, 2007 provided the area of each dwelling unit is not more than 1,000 square feet in metropolitan cities of New Delhi and Mumbai and 1,500 square feet in rest of India. Our projects are customized, wherever feasible, to take advantage of the benefits provided by the said provisions of the I.T. Act. In addition, a major contributing factor to boost the growth of residential housing property is income tax benefits on housing loans. Currently, income tax deduction is available on the interest component (up to Rs. 0.15 million) on housing loans and a rebate of Rs. 100,000 on the principal repayment is also available.

Market price behaviour of key materials

The Company’s project costs mainly comprise of construction related materials i.e. steel and cement. These being commodities, changes in prices during the execution/construction period of the project may alter the profitability.

Other Factors

Besides the three broad factors as mentioned above and except as otherwise stated in this Prospectus, the following factors could cause actual results to differ materially from the expectations: • The Company’s ability to successfully implement its strategy, growth and future plans; • Increasing competition in and the conditions of the global and Indian Infrastructure industry; • General economic and business conditions in the markets in which we operate and in the local, regional and national economies. • Changes in the value of the Rupee and other currencies • Changes in laws and regulations that apply to the Indian Infrastructure industry and the country in general. • Increasing competition in and the conditions of the customers of the Company and the infrastructure and construction industry; • Changes in political and social conditions in India and • The Company’s ability to meet its capital expenditure requirements.

175

4. Comparison of recent financial year with previous years: (Rs. In Lacs)

For the year ended 31st March 2009 2008 2007 2006

INCOME

Sales 8,789.26 12,449.11 4,964.48 3,357.24

Project Maintenance Charges 278.15 180.49 150.70 158.85

Net Income From Works Contract - - - -

Increase in Stock 1,741.67 - 740.84 1,115.81

Other Income 1,293.02 713.51 450.27 403.34

Total Income 12,102.10 13,343.11 6,306.29 5,035.24

EXPENDITURE

Purchase 825.41 600.04 267.93 932.17

Project Expenses 2,035.17 3,752.52 3,832.37 2,712.11

Hotel and Club running Expenses 144.16 36.22 - -

Cost of Material 62.45 28.62 16.61 -

Ongoing Project Expenses Adjusted 3,936.53 1,434.08 168.15 -

Decrease in Stock - 1,449.66 - -

Project Maintenance Expenses 36.58 14.73 107.11 104.77

Personnel Expenses 740.96 527.07 316.06 236.86

Other Expenses 977.50 1,011.22 475.10 424.08

Depreciation 148.54 142.54 35.89 27.96

Total Expenditure 8,907.30 8,996.70 5,219.22 4,437.95

Adjusted Profit before Tax 3,194.80 4,346.41 1,087.07 597.29

Extraordinary Item - 3.16 - -


Income Tax 326.23 471.40 123.26 40.62

Wealth Tax 0.57 0.69 0.30 0.05

Deferred Tax 21.85 (8.60) 8.11 (1.24)

Fringe Benefit Tax 15.12 10.92 9.34 6.30

Adjusted Profit after Tax 2,831.03 3,868.84 946.06 551.56

Fiscal 2009 v/s Fiscal 2008

Total Income

During the year ended 31st March 2009, the sales of the Company decreased to Rs. 8,789.26 lacs as compared to Rs. 12,449.11 Lacs for the year ended 31st March 2008 showing a decline of 29.40%. The other income of the Company for the year ended 31st March 2009 was higher at Rs. 1,293.02 lacs as compared to Rs. 713.51 lacs for the year ended 31st March 2008 showing an increase of the other income by 81.22%, mainly due to increase in profit on sale of long term investment (net) amounting to Rs. 631.94 lacs for the ended 31st March 2009 as compared to Rs. 104.85 lacs for the year ended 31st March 2008. There was also an increase in the closing stock to the tune of Rs. 1,741.67 lacs. As a result of the above, the total income of the company was reduced by 9.3% from Rs. 13,343.11 Lacs for the year ended 31st March 2008 to Rs. 12,102.10 lacs for the year ended 31st March 2009.


176

Expenditure

The total expenditure for the year ended 31st March 2009 decreased to Rs. 8,907.30 lacs from Rs. 8,996.70 lacs in the year ended 31st March 2008 showing a decrease of 0.99% over previous year due to decrease in project expenses and other expenses amounting to Rs. 2,035.17 lacs and Rs. 977.50 lacs respectively as compared to Rs. 3,752.52 lacs and Rs. 1011.22 lacs for the year ended 31st March 2008 respectively, however there was an increase in purchase and personnel expenses amounting to Rs. 825.41 lacs and Rs. 740.96 lacs respectively as compared to Rs. 600.04 lacs and Rs. 527.07 lacs respectively for the year ended 31st March 2008. There was also an increase of 4.21% in depreciation for the year ended 31st March 2009 amounting to Rs. 148.54 lacs as compared to Rs. 142.54 lacs for the year ended 31st March 2008.

Profit Before Tax (PBT)

PBT was Rs. 3,194.80 lacs for the year ended 31st March 2009 as compared to Rs. 4,346.41 lacs for the year ended 31st March 2008 showing a decrease of 26.5 % over the previous year.

Taxes

The total provision for taxes for the year ended 31st March 2009 amounted to Rs. 363.77 lacs as compared to Rs. 474.41 lacs for the year ended 31st March 2008. Profit After Tax (PAT)

PAT decreased to Rs. 2,831.03 lacs in the year ended 31st March 2009 as compared to Rs. 3,868.84 lacs for the year ended 31st March 2008 showing a decrease of 26.82 %.

Fiscal 2008 v/s Fiscal 2007

Total Income

During the year ended 31st March 2008, the sales of the company increased to Rs. 12,449.11 lacs as compared to Rs. 4,964.48 lacs for the year ended 31st March 2007 showing an increase of 150.76 %. There was also an increase in other income for the year ended 31st March 2008 at Rs. 713.51 lacs as compared to Rs. 450.27 lacs for the year ended 31st March 2007 due to receipt of share of profit from partnership firm of Rs. 313.95 lacs for the year ended 31st March 2008 as compared to Rs. Nil for the year ended 31st March 2007 resulting into increasing the other income by 58.46 %. The above resulted in increase in total income by 111.58 % from 6,306.29 lacs for the year ended 31st March 2007 to Rs. 13,343.11 lacs for the year ended 31st March 2008.

Expenditure

In the year ended 31st March 2008, the total expenditure increased to Rs. 8,996.70 lacs as compared to Rs. 5,219.22 lacs for the year ended 31st March 2007 showing an increase of 72.38 %. There was a decrease in stock to the tune of Rs. 1449.66 lacs in the year ended 31st March 2008. The purchase increased to Rs. 600.64 lacs for the year ended 31st March 2008 as compared to Rs. 267.93 lacs for the year ended 31st March 2007. The other expenses increased to Rs. 1,011.22 lacs for the year ended 31st March 2008 as compared to Rs. 475.10 lacs for the year ended 31st March 2007 due to increase in management fees of Rs. 337.46 lacs for year ended 31st March 2008 as compared to Rs. 26.52 lacs for the year ended 31st March 2007. Depreciation also increased to Rs. 142.54 lacs for the year ended 31st March 2008 as compared to Rs. 35.89 lacs for the year ended 31st March 2007 showing an increase of 297.16 %.


PBT was Rs. 4,346.41 lacs for the year ended 31st March 2008 as compared to Rs. 1087.07 lacs for the year ended 31st March 2007 showing an increase of 299.83 % over the previous year.

177

Taxes

The total provision for taxes for the year ended 31st March 2008 amounted to Rs. 474.41 lacs as compared to Rs. 141.01 lacs for the year ended 31st March 2007. Profit After Tax (PAT)

PAT increased to Rs. 3,868.84 lacs in the year ended 31st March 2008 as compared to Rs. 946.06 lacs for the year ended 31st March 2007 showing a increase of 308.94 %. Fiscal 2007 v/s Fiscal 2006

During the year ended 31st March 2007, the sales of the company increased to Rs. 4,964.48 lacs as compared to Rs. 3,357.24 lacs for the year ended 31st March 2006 showing an increase of 47.87 %. There was also an increase in other income for the year ended 31st March 2007 at Rs. 450.27 lacs as compared to Rs. 403.34 lacs for the year ended 31st March 2006 due to increase in interest and commission of Rs. 157.39 lacs and Rs. 29.42 lacs respectively for the year ended 31st March 2007 as compared to Rs. 77.01 lacs and Rs. 5.19 lacs respectively for the year ended 31st March 2006 thereby increasing the other income by 11.64 %. There was also an increase in stock to the tune of Rs. 740.84 lacs for the year ended 31st March 2007. The above resulted in increase in total income by 25.24 % from 5,035.24 lacs for the year ended 31st March 2006 to Rs. 6,306.29 lacs for the year ended 31st March 2007.

Expenditure

In the year ended 31st March 2007, the total expenditure increased to Rs. 5,219.22 lacs as compared to Rs. 4,437.95 lacs for the year ended 31st March 2006 showing an increase of 17.60 %. The purchase decreased to Rs. 267.93 lacs for the year ended 31st March 2007 as compared to Rs. 932.17 lacs for the year ended 31st March 2006. The project expenses increased to Rs. 3,832.37 lacs for the year ended 31st March 2007 as compared to Rs. 2,712.11 lacs for the year ended 31st March 2006. The other expenses increased to Rs. 475.10 lacs for the year ended 31st March 2007 as compared to Rs. 424.08 lacs for the year ended 31st March 2006 due to increase in management fees of Rs. 26.52 lacs for year ended 31st March 2007 as compared to NIL for the year ended 31st March 2006. Depreciation also increased to Rs. 35.89 lacs for the year ended 31st March 2007 as compared to Rs. 27.96 lacs for the year ended 31st March 2006 showing an increase of 28.36 %.


PBT was Rs. 1087.07 lacs for the year ended 31st March 2007 as compared to Rs. 597.29 lacs for the year ended 31st March 2006 showing an increase of 82 % over the previous year.

Taxes

The total provision for taxes for the year ended 31st March 2007 amounted to Rs. 141.01 lacs as compared to Rs. 45.73 lacs for the year ended 31st March 2006.

Profit After Tax (PAT)

PAT increased to Rs. 946.06 lacs in the year ended 31st March 2007 as compared to Rs. 551.56 lacs for the year ended 31st March 2006 showing a increase of 71.52 %.


178

5. Analysis of reasons for the changes in significant items of income and expenditure

is given below:

Unusual or infrequent events or transactions

There have been no transactions or events, to our knowledge, which would be considered “unusual” or “infrequent”. Significant economic changes

The growth of the Indian economy and the growth of the Indian middle class coupled with low interest rates on housing loans and favourable tax treatment of these loans has contributed to increased demand for housing units, as well as an increase in consumerism, thus creating a higher demand for shopping malls and multiplexes. However, the recent rising trend in interest rates could discourage consumers from taking loans for acquiring real estate. Known Trends or Uncertainties

Other than as described in the section titled “Risk Factors” on page - of this Draft letter of Offer, to our knowledge there are no known trends or uncertainties that have or had or are expected to have a material adverse impact on our revenues or income from continuing operations. Future Relationship between Costs and Income

Other than as described in the section entitled “Risk Factors” on page - --of this Draft letter of Offer, to our knowledge there are no factors, which will affect the future relationship between costs and income or which are expected to have a material adverse impact on our operations and finances. New Products or Business Segment

Other than as described in this Draft letter of Offer, we do not have any new products or business segments. Competitive Conditions

We expect competition in the real estate development sector from existing and potential competitors to intensify. For further details please refer to the sections entitled “Risk Factors” beginning on pages --- of this Draft letter of Offer. Seasonality in business

Our business is not seasonal. However, there could be a variation in our quarterly income or adjusted profit after tax because of various factors, including those discussed above in “Factors Affecting Our Results of Operations” on page ---- of this Draft letter of Offer and those described in the section entitled “Risk Factors” on page -- of this Draft letter of Offer. Our operations may be adversely affected by difficult working conditions during monsoons that may restrict our ability to carry on construction activities and fully utilize our resources. Notwithstanding, we generally do not believe that our business is seasonal.

Material Developments

In the opinion of the Board of our Company, there have not arisen, since the date of the last financial statements included in this Draft letter of Offer, any circumstances that materially and adversely affect the profitability or the value of our assets or our ability to pay our liabilities within the next 12 months.

179

SECTION - F. LEGAL & OTHER INFORMATION

I. OUTSTANDING LITIGATION AND MATERIAL DEVELOPMENTS

Except as described below, there are no outstanding or pending litigation, suit, criminal or civil prosecution, proceeding or tax liabilities against our Company, our Directors, our Subsidiaries, our Promoter or our Promoter Group Companies that would have a material adverse effect on our business and there are no defaults, non payment or overdue of statutory dues, institutional/ bank dues or dues payable to holders of debentures, bonds and fixed deposits and arrears of preference shares, 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 Act) other than unclaimed liabilities of the Company, and no disciplinary action has been taken by SEBI or any stock exchanges against the Company, its subsidiary, its Promoters or Directors. There are no contingent liabilities against our Company except as mentioned in section titled Risk Factors beginning on page (---) of this Letter of Offer.

No disciplinary action / investigation has been taken by Securities and Exchange Board of India (SEBI)/ Stock Exchanges against the Company, its directors, promoters and their other business ventures (irrespective of the fact whether or not they fall under the purview of section 370(1B) of the Companies Act 1956.)

OUTSTANDING LITIGATIONS AGAINST THE COMPANY:

[A] OUTSTANDING LITIGATIONS INVOLVING ISSUER COMPANY

LITIGATIONS filed against the company

Sl No.

Name of Party Case No. & Court/Jurisdiction

Background Current Status Amount (Rupees)

Amount for LOF

Rs.

1. Mr. Shruti Kakkar Vs. Ashiana Housing Limited

1349 of 2004 District Consumer Disputes Redressal Forum-II, QIA, New Delhi

Mr. Shruti Kakkar purchased a flat no. AX205, Gulmohar Park at Bhiwadi and paid Rs.35,100 as charges for preferential location which he didn’t get as claimed. He filed a case Under Section 12 & 14 of the Consumer Protection Act 1986.

On 13th of January, advocates from both side argued the matter. After hearing the same, the Hon’ble court reserved the order.

Estimated Liability : Rs. 35100/- + Interest (@ 24% p.a) +50,000/- +15,000/-

1,00,100/- plus interest

+ penalty

2. Vikas Yadav Vs. Ashiana Housing Limited

439 of 2006 Dist. Consumer Forum, Alwar.

Vikas Yadav got a flat hold in Neemrana against the deposit of Rs. 25,000/- He never responded after that. Due to his no response attitude his flat kept on hold was released.

Last hearing was on dated 07.05.2009. Next Date is on 08/07/09. This date is fixed for argument.

Estimated Liability : Flat at Neemrana Phase III ( on receipt of balance amount) + 2,00,000 +5,000 +Interest @ 18% p.a.


3. Anil Sharma Vs. AHL

735 of 2007 District Consumer Dispute Redressal Forum, Qutub Institutional Area, Delhi

Mr. Anil Sharma earlier booked a flat in Ashiana Utsav, Bhiwadi and deposited Rs. 143677/- towards the earnest money. After depositing earnest money he never turned up for payment of balance amount. Ultimately, AHL cancelled the booking and forfeited the booking amount as per the terms and conditions of booking of flat.

Case was dismissed on default. Later, the Complainant filed an application for restoration of his case. Case was restored and the date has been fixed for replication.

Estimated Liability of Rs. 1,43,677/- +Rs. 5,000/- + Interest @ 18% p.a


4. Manav Bathla Vs. AHL


Mr. Manav Bathla earlier booked a flat in Ashiana Utsav, Bhiwadi and deposited Rs. 131400/- towards the earnest money. After depositing earnest money he never turned up for payment of balance amount. Ultimately, AHL cancelled the booking and forfeited the booking amount as

Case was dismissed on default. Later, the Complainant filed an application for restoration of his case. Case was restored and the date has been fixed for replication and




180

per the terms and conditions of booking of an unit.

final argument. Next date 02.07.09.

5. Mangal Sain Mital Vs. AHL


Mr. Mangal Sain Mittal earlier booked a flat in Ashiana Utsav, Bhiwadi and deposited Rs. 131400/- towards the earnest money. After depositing earnest money he never turned up for payment of balance amount. Ultimately, AHL cancelled the booking and forfeited the booking amount as per the terms and conditions of booking of an unit.

Case was dismissed on default. Later, the Complainant filed an application for restoration of his case. Case was restored and the date has been fixed for replication and final argument. Next Date 02.07.09.



6. Ashiana Proteins Limited vs. State of Rajasthan Note.: The Case was filed by Ashiana Protiens Ltd. which is now merged with AHFIL Currently AHL.

1026 of 1998 Rajasthan High Court Jaipur

AHFIL has filed an appeal before the D B. of High Court, Raj against the order passed for the refund of Subsidies received by the company in earlier years.

Appeal admitted. Stay application has been dismissed. Date of regular hearing is to come.

Estimated Liability : Rs. 1500000/- + Simple Interest @15% pa since 1994

48,00,000/-

7. AHL Vs. Regional Director, ESI

106/2007 of 2007 ESI Court, Tis Hazari New Delhi,

ESI corporation provisionally covered AHL under ESI Act and raised a demand of Rs. Rs.70785/-. AHL challenged the coverage before the Spl. Court of ESI with a stay petition.

Issues have been framed. Date has been fixed for evidence. Next date is scheduled on 22.11.2009

Estimated Liability : Rs.450000/-

4,50,000/-

8. AHL VS. Director, National Capital Region and Chairman, Urban Improvement Trust, Bhiwadi, Alwar

10355/2007 Rajasthan High Court, Jaipur

UIT, Bhiwadi raised a demand of one time lease rent in respect of Angan Land on 26.12.06 which was deposited on 28.12.06. Lease deed was executed on 05.02.07. UIT, Bhiwadi at its meeting held on 23.01.07 raised the DLC rate and sent a letter of demand to AHL for additional lease rent on 7th Feb., 07 AHL represented that once lease rent was fixed, how it could be revised..

AHL filed a writ before the hon’ble H C Of Raj. Against the demand of additional lease rent by UIT. The Hon’ble H C granted stay.

Estimated Liability Rs. 34,73,193/-

34,73,193/-

9. Ashiana Housing & Finance (India) Limited Vs. Addl Commissioner Central Excise & Service Tax.- Jamshedpur

Show Cause Notice C.NO. V(S.Tax)(15) 21 APP adj/jsr/2006/ 14357 dt. 19.10.2006 Addl. Commissioner, The office of the Commissioner, Central Excise & Service Tax.- Jamshedpur

AHL was alleged for rendering construction of complex services for the period from 16.06.2005 to 24.06.2006, without payment of service tax. SCN was issued for violation of provision of section 68, 69 & 70 of Chapter –V of the provisions of Rule 4, 5, 6 & 7 of Service Tax Rules.

AHL submitted a detailed reply and an petition to keep on hold till the decision of Appeal before Comm. Appeal. AHL is awaiting for personal hearing.

Rs. 46,59,015/- (including Service Tax Rs. 45,67,662/- + Edu. Cess Rs. 91353/-) along with Interest & Penalty under sec 73 , 75 , 76 & 77 of the said finance Act, 1994.

46,59,015/-plus interest and penalty

10. Ashiana Housing & Finance (India) Limited Vs. Dy. Commissioner, Central Excise Div-III, Jamshedpur

SCN C.No. V(8)25/S Tax/Misc/Investigation/JSR-III/06/Pt.V/6147 dated 21/22.09.06 Dy. Commissioner, C E Div-III, Jamshedpur

AHL was alleged for rendering business auxiliary services for the period from 10.09.2004 to 31.03.2006, without payment of service tax. SCN was issued for violation of provision of section 68, 69 & 70 of Chapter –V of the provisions of Rule 4, 5, 6 & 7 of Service Tax Rules.

AHL submitted an petition to keep the matter in abeyance as AHL has filed appeal before the Comm. Appeal. AHL is awaiting for personal hearing.

Rs. 2,73,348/- (including Service Tax Rs. 267989/- + Edu. Cess Rs. 5359/-) along with Interest & Penalty under sec 73, 75, 76 & 77 of the said Finance Act, 1994.


11. Ashiana Housing & Finance (India) Limited Vs. Dy. Commissioner, Central Excise Div-III, Jamshedpur

SCN C.No. V(8)25/S Tax/Misc/Investigation/JSR-III/06/Pt.V/6144 dated 22.09.06 Dy. Commissioner, C E Div-III, Jamshedpur


AHL submitted an petition to keep the matter in abeyance as AHL has filed appeal before the Comm. Appeal. AHL is awaiting for personal hearing.

Rs. 1,12,506/- (including Service Tax Rs. 110300/- + Edu. Cess Rs. 2206/-) along with Interest & Penalty under sec 73, 75, 76 & 77 of the said Finance Act, 1994.


181

12. Ashiana Housing & Finance (India) Limited Vs. Addl. Commissioner The office of the Commissioner, Central Excise & Service Tax.- Jamshedpur

Show Cause Notice C.NO. V(S.Tax)(15) 22 CS/APP Adj/JSR/2007/ 10941 dt. 23.10.07 Addl. Commissioner The office of the Commissioner, Central Excise & Service Tax.- Jamshedpur

AHL was alleged for rendering construction of complex services for the period from 01.04.2006 to 31.03.2007, without payment of service tax. SCN was issued for violation of provision of section 68, 69 & 70 of Chapter –V of the provisions of Rule 4, 5, 6 & 7 of Service Tax Rules.

AHL submitted detailed reply before Addl. Comm. AHL is awaiting for personal hearing.

Rs. 6096557/- (including Service Tax Rs. 59,77,017/- + Edu. Cess Rs. 1,19,540/-) along with Interest & Penalty payable under sec 73, 75, 76 & 77 of the said finance Act, 1994.


13. Ashiana Housing & Finance (India) Limited

SCN C.No. V(8)25/S Tax/Misc/Investigation/JSR-III/06/Pt.IV/5594 dated 22.10.07 Asstt. Commissioner, C E Div-III, Jamshedpur

AHL was alleged for rendering commercial and Industrial construction services for the period from 01.04.2006 to 31.03.2007, without payment of services. SCN was issued for violation of provision of section 68, 69 & 70 of Chapter –V of the provisions of Rule 4, 5, 6 & 7 of Service Tax Rules.

AHL submitted a detailed reply. AHL is Awaiting for personal hearing.

A penalty of Rs. 411668/- ( including Service Tax Rs. 4,03,596 + Edu Cess Rs. 8072/-) along with Interest & Penalty payable under sec 73, 75, 76 & 77 of the said finance Act, 1994.


14. Ashiana Housing & Finance (India) Limited VS. Asstt. Commissioner, C E Div-III, Jamshedpur

SCN C. No. V(8)25/S Tax/Misc/Investigation/JSR-III/06/Pt.V/5599 dated 22.10.07 Asstt. Commissioner, C E Div-III, Jamshedpur


AHL submitted a detailed reply. AHL is awaiting for persona; hearing.

Rs. 2,94,127/-( including Service tax Rs. 288360/- + Edu Cess Rs. 5767/-) along with Interest & Penalty payable under sec 73, 75, 76 & 77 of the said finance Act, 1994.


15. Ashiana Housing & Finance (India) Limited VS. Commissioner Of Central Excise, Jamshedpur

Show Cause Notice C.NO. V(S.Tax)(15) 21-CS/APP ADJ/JSR/08/ 10259 dated 16.10.2008 Commissioner Of Central Excise, Jamshedpur

AHL was alleged for rendering commercial and industrial construction, construction of complex, business auxiliary, management, and maintenance or repair services for the F.Y 2007-08 i.e. The period from 01.04.2007 to 31.03.2008, without payment of service tax. SCN was issued for violation of provision of section 68, 69 & 70 of Chapter –V of the provisions of Rule 4, 5, 6 & 7 of Service Tax Rules.

AHL filed an application for seeking 30days more time to file reply. AHL is awaiting for personal hearing.

Rs. 1,49,45,297/- (Service Tax Rs. 1,45,09,997/- + Edu. Cess Rs. 290200/- + Hi Edu. Cess Rs. 1,45,100/-) along with Interest & Penalty payable under sec 73, 75, 76 & 77 of the said finance Act, 1994.

1,49,45,297/-plus interest and penalty

16. Ashiana Housing & Finance (India) Limited Vs. Comm. of Central Excise, Jamshedpur

Customs, Excise And Service Tax Appellate Tribunal, Kolkata

AHL filed appeal against the order-in-appeal No. 30/JSR/ 2008 dated 08.02.2008 of Commissioner (Appeal) Jamshedpur against the direction of the Dept for registration under Service Tax for construction of complex services.

--- --- ---

17. Ashiana Housing & Finance (India) Limited Vs. Folari Oraon resident of Village Asanbani, P.S. Chandni, Dist. Saraikela.

In the Court of Commissioner, Singhbhum (Kolhan Division) at Chaibasa

One ST Folari Oraon, a resident of Village Asanbani PO – Kandarbera, Dist. –Saraikela filed a case before SDM Chandil under section 217 of C.N.T Act in respect of title/ownership of the plot of land on the basis of alleged settlement no. 54/88-89 by the State of Bihar Against the order of SDM, AHL filed an appeal before the DC who has dismissed the appeal vide its order dt 25th Oct. 08. A Revision application filed by AHL against the order of DC.

Notice has been issued to the party by the Commissioner.

Next Date 23.07.09

Liability for piece of land

18. Ashiana Housing & Finance (India) Limited Vs. Asst. Provident Fund Comm., Jamshedpur

In the Court of Jharkhand at Ranchi

Asst. PFC, Jamshedpur confirmed a demand of Rs. 1.08 crores + Int & penalty under section 7 A & 7q of the EPF and MP Act on account of PF contribution of construction

APFC has filed its reply against which the Company has filed its rejoinder. Hearing is awaited for argument.

Rs. 1.08 crores + Int & penalty under section 7 A of the EPF and MP Act

1,85,26,000/-


182

labourers. AHL filed a writ under Article 226 of the Constitution of India before the HC of Ranchi against the order.

Intt 7764583/-

19. Dr. Sitaram Sengupta Vs. AHFIL

Case No 100/06 in the District Consumer forum, Sakchi Court campus, Jamshedpur

Dr. Sitaram Sengupta of DLX- 82 carnation Building Ashiana Garden Sonari filed case against AHFIL for bad quality of door, shutterand non-execution of sale deed for flat's car parking space and shop.

Last Date: 12-01-09

Next Date: Not Known

Rs. 3,20,000/- 3,20,000/-

20. Capt. Dr. B.K.Sinha Vs. General Manager (Finance) AHFIL

Case No 16/06 in the District Consumer forum, Sakchi Court campus, Jamshedpur.

Capt. Dr. B.K.Sinha of D-046, Ashiana Sun City filed case for providing defective and Unfinished Flat to him by the company. Date is not known as there is no quorum in the consumer forum.

Last Date: 02-01-09 Next Date: Not Known

Rs. 2,50,000/- 2,50,000/-

21. Arvind Kishore Prasad Vs. OM Prakash Gupta, M.D., Ashiana Agro Scheme

Case No 90/2005 in the District Consumer forum, Sakchi Court campus, Jamshedpur.

Arvind Kishore Prasad filed case for non receipt of shares, annual report and dividendsetc from Ashiana Agro Industries Limited , in which Mr Om Prakash Gupta was a director. Date is not known as there is no quorum in the consumer forum.


Rs. 61,000/- 61,000/-

22. Ms. Dolly Singh Vs AHFIL Case No 81/2008 In the court of Sub Judge-I at Jamshedpur

Husband of Ms. Dolly Singh had purchased in resale a flat in Ashiana Garden, Jamshedpur from original allottee/ owner. Her husband expired. Ms. Dolly has approached court for to get this flat registered in her name. This case is related with the registration of flat in her name.

Hearing is awaited No Liability ----

23. Moloy Acharya and Othrs Vs Ashiana Housing & Finance (I) Limited and Vatika marketing Limited

84/2002 Munsif

Mr. Moloy Acharya of Ashiana Enclave filed Title suit against Ashiana Housing & Finance (I) Limited and Vatika marketing Limited against the notices for payment of dues served on him. Date is not known as there is no quorum in the consumer forum.


1,00,000/- 1,00,000/-

24. Gulab Singh Vs. Vatika Marketing Ltd.

45/03 Consumer forum, Saraikela

Gulab Singh of A-133, Himgiri, Ashiana Enclave for Electricity, Water Supply and Cable TV disconnection.


1,00,000/- 1,00,000/-

25. Murti v/s Narayan Etc 5558/2006 B.O.R. Ajmer.

SDM Court, Tizara passed a partition decree on 24th April, 99. On this basis farmers got their name mutated in the revenue record and sold their respective shares to AHL through various registered sale deeds. One Murthi Devi challenged this order before RAA, Alwar by filing appeal. ROO allowed the appeal and refer back the matter to SDM for reconsideration vide its order dated 08/05/06. Against this order, AHL filed appeal before the BOR, Ajmer. BOR allowed the appeal and dismissed the order dated 08/05/06 of RAA. Murthi Devi filed appeal before the High Court of Raj against the order of BOR. Later, Murthi Devi compromised the matter with AHL and withdrew the appeal.

Murthi Devi and Narayan are fighting some other case in the BOR for the same land in which AHL has intervened. Nest Date is 24.09.09

No liability as AHL and Murthy Devi have compromised the matter.

Liability in the form of small piece of Land

183

26. Tekchand Vs. Subhash

4158/2007, 9627/2007

B.O.R, Jaipur

AHL bought a piece of land in Bhiwadi from Teckchand. Teckchand applied for mutation in his name but not entered in the revenue record. One Subhash has also applied for mutation in his name on the basis of some will. Teckchand filed a suit before SDO Court, Tizara and also for TI. SDO Court granted TI. Subhash filed appeal against this TI Order before the RAA, Alwar. RAA, Alwar rejected the appeal vide its order dated 1st Oct., 2007. Subhash moved an application u/o 7 Rule 11 of CPC to quash the suit which was also rejected. Against this order Subhash went in Appeal before the Board of Revenue.

Next Date is 10th June 2009

Maximum Liability is land 2 bighas 14 biswa at Milakpur Site at Bhiwadi

Liability in the form of Land

27. Santra v/s Anil Chhokar & others

90/2005 RAA, Alwar

AHL bought land from Santra & Others in Bhiwadi through POA. Relief sought is cancellation of Sale Deed. Application u/o 7 Rule 11 is filed by AHL on 28.02.08. Argument is completed, Against the Judgement of SDM,Tijara. Complaint filed appeal in RAA Alwar.

Matter is pending before RAA.

Maximum Liability 3 bigha and 1.8 biswa land


28. Rohtash v/s Kanwar Bhan

32/2000 S.D.M. Tijara

Claim filed by Rohtash on the basis of mistaken Girdavari in old records against Kanwar Bhan. On 30.8.2007 AHL moved an application u/o 1 Rule 10 for becoming a party this case. Issues have been framed. Mattaer is for evidence.

Next Date is 2nd July, 2009



29. State v/s Malkhan Etc.

182/2007 M.J.M. Tijara

A FIR was lodged in the local police station for manhandling and scuffle with Mr. Manoj Narania and Mr. Nawal Kishore by Malkhan at Milakpur site at Bhiwadi.

Next Date is 23rd September, 2009

--- ---

30. Mawasiram v/s AHFIL

72/2003 L.C. Alwar

Mawasiram filed a case for compensation on a/c of termination under I.D. Act before the Labour court.

Next Date is 13th July, 2009



31. Kashmiri and others v/s AHFIL and others

236 of 2008 005/09 1107/2009

AHL bought a piece of land from Santra & Others. Kashmiri being daughter of Santra brought a suit in the court of SDO, Tizara and demanded her share in the said land. Suit was decreed in favour of Kashmiri by the SDO Court vide its order dated 26.10.2008. AHL filed an appeal before the RAA.





184

32 AHL Vs. Asst. Commissioner of Income Tax

Office of Asst Commissioner of Incom Tax Cir 2(7) Aaykar Bhawan, Kolkata

Order u/s 143(3) dtd 29.03.1993 for the Asst Year 1990-91 passed by ACITraised a demand of Rs 6,90,309/- against which the Company has filed a rectification application vide its letter dated 09.12.1993.

Matter pending 6,90,309/- 6,90,309/-

Total Cases

32

Total Amount

Rs. 5,82,88,597/- Plus interest plus penalty plus liabilities in the form of piece of land in come cases

Litigations filed by the Issuer Company

Sl No.

Title of the Case Name & address of Court/ authority/ jurisdiction


Amount for LOF

1. AHL Vs. Govt. of Raj (ASHIANA HOUSING LTD

5389of 2007 Rajasthan High Court

A writ petition on behalf of AHL has been filed for declaration of Entry Tax as unconstitutional. Goods brought in the state of Rajasthan from outside the state of Rajasthan for own use as illegal.

Writ has not been admitted now. Notice has to be issued.

No Liability of the company

---

Litigation filed against group companies

Sl No.



Amount for LOF

1 Show Couse Notice C. No. V(ST) SCN/Vatika/BHD/84/07/9011-12 dated 23.08.07 (Vatika Marketing Ltd.)

Asst. Comm., Central Excise Bhiwadi

Deppt. Issued a SCN to Vatika for non payment of service Tax & Education Cess amounting to Rs. 44,429/- i.e. Rs 43,558/- + Rs. 871/- respectively in respect of Miscellaneous income of Rs 43, 557/- received on account of site visit charges, cost of material supplied and recovery of training charges along with Interest & Penalty u/s 75, 76, 78 of the Finance Act 1994.

Vatika had filed its detailed reply within the stipulated time and appeared on the hearing date and argued the matter. Arguementhas been completed on the last date of hearing i.e. 28th Feb, 09. Reserved for order.

Rs. 44,429/- i.e. service Tax of Rs. 43,558/- + Education Cess of Rs. 871/-.

44,429/-

2 Samir Kumar Pattanayak & anr Vs. M/s Vatika Marketing Ltd. & Anr.

Title Suit No 78/2002 in the court of Addl. Munsiff of Jamshedpur

Mr. Pattanayak, owner of flat no.244 in Ashiana Enclave filed title suit. Also filed case because

Last date: 04-06-09 Next Date: Not known

Amount claimed is Rs.20 lacs

20,00,000/-

185

generator power and water supply to his flat disconnected for non payment of maintenance dues.

3 Capt. Dr. B.K.Sinha Vs. General Manager of Vatika Marketing Ltd.

Case No 17/06 in the District Consumer forum, Sakchi Court campus, Jamshedpur

Capt. Dr. B.K.Sinha of D-046, Ashiana SunCity filed case against demand for payment of maintenance Bill. Date is not known as there is no quorum in the consumer forum.


Rs. 1,00,000/-

1,00,000

4 Moloy Acharya and Othrs Vs Vatika marketing Limited

84/2002 Munsif

--- Hearing is awaited 1,00,000/- 1,00,000/-

5 Mr. Ansuman Tej & others Vs. Vatika Marketing Ltd. & Anr.

Case No 18/2003 In the court of Addl. Munsif at Jamshedpur

Mr. Ansuman Tej of Ashiana Enclave alongwith 23 owners filed title Suit against maintenance charges.

Last date: 04-06-09 Next Date: Not known

1,00,000/- 1,00,000/-

6 Vimala Tayal vs Gymkhana

03./ 09 A.D.J. Krishangarh

A resident of Ashiana Utsav filed a civil sit for recovery of membership fees paid for the membership of Ashiana Gymkhana.




Total Cases

6

Total Amount

Rs. 23,44,429/- plus liability in the form of land

Litigations filed by the group cos

Sl No.


Background Current Status

Amount (Rupees)

Amount for LOF

1 AMD Vs. CTO, Shahjahanp- Ur (ASHIANA MANGLAM DEVELOPERS)

Dy Commr. (Appeals –I) Jaipur (Raj)

CTO Shahjahanpur detained Ashiana Truck full with materials and imposed penalty of Rs. 1,89,458/- on the ground of non registration under VAT. Under section 76 of Rajasthan VAT Act, 2003, AMD has already preferred an appeal to appellate Authority U/s 82 of Rajasthan VAT Act, 2003 against the aforesaid order.

No date has been fixed. Yet.

Rs. 1,89,458/- (No liability as amt has already paid under protest)

----

2 AMD Vs. Govt. of Raj (ASHIANA MANGLAM DEVELOPERS)


A writ petition on behalf of AMD has been filed for declaration of Entry Tax as unconstitutional. Goods brought in the state of Rajasthan from outside the state of Rajasthan for own use as illegal.


NO Liability. Writ has been filed at our own.

---


186

3 ARVL Vs. Govt. of Raj (ASHIANA RETIREMENT VILLAGES LTD.)


A writ petition on behalf of ARVL has been filed for declaration of Entry Tax as unconstitutional. Goods brought in the state of Rajasthan from outside the state of Rajasthan for own use as illegal.


NO Liability. Writ has been filed at our own.

---

Total cases

3

Total amount

NIL

Litigation filed against promoters/ directors : Nil

Litigation filed by promoters / Directors : Nil

AMOUNT DUE TO SSI UNITS

In view of insufficient information from the suppliers regarding their status as SSI units, the amount due to Small Scale Industrial undertaking can not be ascertained.

II. GOVERNMENT APPROVALS/ LICENSING ARRANGEMENTS

As per Notification No. FEMA 20 / 2000 - RB dated 3rd May 2000, as amended from time to time, under automatic route of Reserve Bank, the Company is not required to make an application for Issue of Equity Shares to NRIs/FIIs with repatriation benefits. However, the allotment / transfer of the Equity Shares to NRIs/FIIs shall be subject to prevailing RBI Guidelines. Sale proceeds of such investments in Equity Shares will be allowed to be repatriated along with the income thereon subject to the permission of the RBI and subject to the Indian tax laws and regulations and any other applicable laws. The Company has all the necessary licenses, permissions and approvals, as may be applicable, from the Central and State Governments and other government agencies/certification bodies required for the business and no further approvals are required by the company, except those approvals that may be required to be taken from any government or any other authority in the normal course of business from time to time to continue the activities, and those mentioned under the heading Risks Envisaged. It must, however be, distinctly understood that in granting the below-mentioned approvals, the Central Government, State Government, RBI and other authorities do not take any responsibility for the financial soundness of the Company or for the correctness of any of the statements or any commitments made or opinions expressed. In view of the approvals listed below, the Company can undertake this Issue and its current and proposed business activities and no further material approvals are required from any Government authority to continue such activities.

Licenses/ Approvals Obtained by the Company (AHL)

Sl.

No.

Name of the

Registration

Licence/ Registration No.

& Date

Name of the Issuing

Authority/ Department

1. Trade Licence 3063 1000 1653 Kolkata Municipal Corporation

2. Provident Fund Delhi : DL/16991 Jamshedpur : BR/JP/5927

APFC, Delhi APFC, Jamshedpur

3. Contract Labour Registration

Jamshedpur : 123 dated 02.05.97

Registering Officer, Jamshedpur

4. Shops & Establishment Act

Jamshedpur : SG1267/Adityapur Dated 25.11.08

Inspecting Officer, Saraikela, Kharaswan, Jamshedpur,

5. PAN AADCA9093P Income Tax Dept. New Delhi DELA12780F

Bhiwadi JPRA05387E

Kolkata CALA01731C

Jamshedpur RCHA00392A

6. TAN

Pune PNEA12108F

Income Tax Deptt.

7. Professional Tax Registration

ECW 4044797 Profession Tax Office, Kolkata

Licenses/ Approvals Obtained by the ARVL

Sl.

No.

Name of the Registration Licence/ Registration

No. & Date

Name of the Issuing



2. Bar Licence 32/2007-2008 dated 24.10.07

Excise Depatment Alwar

3. Food Licence 672 dated 20.06.07 Health Dept., Alwar 4. VAT 08620854151 dated 13th

Dec 06 Commercial Officer, Alwar

5. Service Tax Bhiwadi : Superintendent (Service Tax)


188

AADCA7001KST001 Jamshedpur : AADCA7001KST002 dated 05.12.06

, Central Excise Range II, Alwar By-Pass Rd, Bhiwadi. Superintendent (Service Tax) , Central Excise, Custom & Service Tax, Division III, Jamshedpur

6. Provident Fund Bhiwadi : RJ/16696

APFC (Compliance II), EPFO, Jyoti Nagar, Jaipur.

7. PAN AADCA7001K Income Tax Dept. New Delhi DELA11736E Bhiwadi JPRA05355A Kolkata CALA05508G Jaipur JPRA05395F

8. TAN

Jamshedpur DELA11736E

Income Tax Dept.

9. Professional Tax Registration ECS 1930974 Profession Tax Office, Kolkata

Licenses/ Approvals Obtained by the VML

Sl.

No.

Name of the Registration Licence/ Registration

No. & Date

Name of the Issuing



2. VAT 08114200689 w.e.f. 19.05.2009

Commercial Tax Officer, Bhiwadi

3. Service Tax Bhiwadi : AAACV8926BST001 Dated 21.06.05 Jamshedpur : AAACV8926BST002 dated 12.09.05

Superintendent (Service Tax), Central Excise Range IV, Alwar By-Pass Rd, Bhiwadi. Asstt. Comm. of Central Excise Division III, Jamshedpur

4. Provident Fund Jamshedpur : BR/JP/13936 APFC, Jamshedpur 5. Shops & Establishment Act Jamshedpur :

SG1399/Adityapur Dated 25.11.08

Inspecting Officer, Saraikela, Kharaswan, Jamshedpur,

6. PAN AAACV8926B Income Tax Dept. New Delhi DELV04741C Bhiwadi JPRV029443D Kolkata CALV01695B Jaipur JPRV02947A

7. TAN

Jamshedpur RCHV00086C

Income Tax Dept.

8. Professional Tax Registration

ECW 2070308 Profession Tax Office, Kolkata

189

Details of Licenses/ approvals obtained/ applied for by the Company project wise

(Projects under execution) are as follows:-

Details of various licenses, permissions, approvals required from the central and state

governments and other agencies by the Company as a whole as well as separately for

individual projects if applicable and current status of all the licenses, expiry date.

Projects by AHL

Name of the

project

Location Approvals required Approvals

obtained

90 B Order Yes Single Patta Yes Sanction of map Yes Environmental clearance Yes

Ashiana Angan Phase – I, II and III

Bhiwadi

Consent for establishment from State Pollution Control Board

Applied For

90 B Order Yes

Single Patta Yes

Sanction of map Yes Environmental clearance Yes

Ashiana Angan Phase - IV

Bhiwadi

Consent for establishment from state pollution control Board

Applied For

Acquisition of Land Yes Sanctioned of map Yes

Ashiana Utsav Pune

Lavasa Pune

Environmental clearance (Lavasa got EC for whole Hill Station)

NA

Acquisition of Land Yes

Sanctioned of map Applied For Environmental clearance

To be applied

Ashiana Brahmand,

Jamshedpur


To be applied

Projects by AHL under joint venture with others Name of the

project


obtained

Acquisition of Land Yes Sanctioned of map Yes Environmental clearance Yes


Jodhpur


Applied For

Acquisition of Land Yes Sanctioned of map Yes

Ashiana Greenwood Developers

Jaipur

Environmental clearance Yes


190


Applied For

Projects by subsidiary ARVL

Name of the

project


obtained

Acquisition of land Yes

Sanction of map Yes

Village Centre Shopping Complex cum hotel cum office

Bhiwadi

Environmental Clearance Not required

Projects under joint venture in Jaipur by subsidiary ARVL with other persons

(Land under the following projects are in the name of partners who have contributed the same as their capital contribution in the partnership firm) Name of the

project


obtained

Acquisition of Land Yes Sanctioned of map Yes Environmental clearance Yes

Ashiana Manglam Comfort Homes and Villas

Kalwar Road Jiapur

Consent for establishment from State Pollution Control Board

To be applied

Acquisition of Land Yes

Sanctioned of map Yes Environmental clearance Yes Consent for establishment from state pollution control Board

To be applied

Ashiana Utsav, Jaipur

Kalwar Road Jaipur

191

SECTION - G. OTHER REGULATORY AND STATUTORY DISCLOSURES

Authority for the Present Issue

The authority for the present issue has been obtained vide the resolution passed by the Board of Directors of the Company at its meeting held on 02.04.2009 and the shareholders approval obtained at Extra Ordinary General Meeting of the Shareholders held on 02.05.2009 & subsequent meeting of the Board of Directors held on [*]. Prohibition by SEBI

The Company, it’s Directors, its Promoters, and any of the Company Associates or Group Companies, subsidiaries with which the Directors of the Company are associated, as Directors or Promoters have not been prohibited from accessing the capital market under any order passed by SEBI. Eligibility of the Issue:

The Company is an existing listed Company and it is eligible to offer this Rights Issue in terms of Clause 2.4.1 (iv) of the SEBI Guidelines. DISCLAIMER CLAUSE

AS REQUIRED, A COPY OF THIS LETTER OF OFFER HAS BEEN SUBMITTED TO THE

SECURITIES AND EXCHANGE BOARD OF INDIA (SEBI).

“IT IS TO BE DISTINCTLY UNDERSTOOD THAT THE SUBMISSION OF THE LETTER OF

OFFER TO SEBI SHOULD NOT, IN ANY WAY BE DEEMED/ CONSTRUED THAT THE SAME

HAS BEEN CLEARED OR APPROVED BY SEBI. SEBI DOES NOT TAKE ANY

RESPONSIBILITY EITHER FOR THE FINANCIAL SOUNDNESS OF ANY SCHEME OR THE

PROJECT FOR WHICH THE ISSUE IS PROPOSED TO BE MADE, OR FOR THE

CORRECTNESS OF THE STATEMENTS MADE OR OPINIONS EXPRESSED IN THE LETTER

OF OFFER. THE LEAD MANAGER VC CORPORATE ADVISORS PRIVATE LIMITED HAS

CERTIFIED THAT THE DISCLOSURES MADE IN THE LETTER OF OFFER ARE GENERALLY

ADEQUATE AND ARE IN CONFORMITY WITH SEBI GUIDELINES FOR DISCLOSURE AND

INVESTOR PROTECTION IN FORCE FOR THE TIME BEING. THIS REQUIREMENT IS TO

FACILITATE INVESTORS TO TAKE AN INFORMED DECISION FOR MAKING INVESTMENT

IN THE PROPOSED ISSUE.

IT SHOULD ALSO BE CLEARLY UNDERSTOOD THAT WHILE THE ISSUER COMPANY IS

PRIMARILY RESPONSIBLE FOR THE CORRECTNESS, ADEQUACY AND DISCLOSURE OF

ALL RELEVANT INFORMATION IN THE LETTER OF OFFER, THE LEAD MANAGER IS

EXPECTED TO EXERCISE DUE DILIGENCE TO ENSURE THAT THE COMPANY DISCHARGES

ITS RESPONSIBILITY ADEQUATELY . IN THIS BEHALF AND TOWARDS THIS PURPOSE

THE LEAD MANAGER VC CORPORATE ADVISORS PRIVATE LIMITED HAS FURNISHED TO

SEBI A DUE DILIGENCE CERTIFICATE DATED 04.07.2009 IN ACCORDANCE WITH THE

SEBI (MERCHANT BANKERS) REGULATIONS, 1992 WHICH READS AS FOLLOWS:

1. WE HAVE EXAMINED VARIOUS DOCUMENTS INCLUDING THOSE RELATING TO LITIGATION AND OTHER MATERIALS MORE PARTICULARLY REFERRED TO IN THE ANNEXURE THERETO IN CONNECTION WITH THE FINALISATION OF THE LETTER OF OFFER PERTAINING TO THE SAID ISSUE;

2. ON THE BASIS OF SUCH EXAMINATION AND THE DISCUSSIONS WITH THE COMPANY, ITS DIRECTORS AND OTHER OFFICERS, OTHER AGENCIES, INDEPENDENT VERIFICATION OF THE STATEMENTS CONCERNING THE OBJECTS OF THE ISSUE, PRICE JUSTIFICATION AND THE CONTENTS OF THE DOCUMENTS MENTIONED IN THE ANNEXURE AND OTHER PAPERS FURNISHED BY THE COMPANY;


192

WE CONFIRM THAT:

a. THE LETTER OF OFFER FORWARDED TO SEBI IS IN CONFORMITY WITH THE DOCUMENTS, MATERIALS AND PAPERS RELEVANT TO THE ISSUE;

b. ALL THE LEGAL REQUIREMENTS CONNECTED WITH THE SAID ISSUE AS ALSO THE GUIDELINES, INSTRUCTIONS ETC., ISSUED BY SEBI, THE GOVERNMENT AND ANY OTHER COMPETENT AUTHORITY IN THIS BEHALF HAVE BEEN DULY COMPLIED WITH;

c. THE DISCLOSURES MADE IN THE LETTER OF OFFER ARE TRUE, FAIR AND ADEQUATE TO

ENABLE THE INVESTORS TO MAKE A WELL INFORMED DECISION AS TO INVESTMENT IN THE PROPOSED ISSUE; AND

d. WE CONFIRM THAT BESIDES OURSELVES, ALL THE INTERMEDIARIES NAMED IN THE

LETTER OF OFFER ARE REGISTERED WITH SEBI AND TILL DATE SUCH REGISTRATION IS VALID.

THE FILING OF THE LETTER OF OFFER DOES NOT, HOWEVER, ABSOLVE THE COMPANY

FROM ANY LIABILITIES UNDER SECTION 63 OR SECTION 68 OF THE COMPANIES ACT,

1956 OR FROM THE REQUIREMENT OF OBTAINING SUCH STATUTORY OR OTHER

CLEARANCE AS MAY BE REQUIRED FOR THE PURPOSE OF THE PROPOSED ISSUE. SEBI

FURTHER RESERVES THE RIGHT TO TAKE UP, AT ANY POINT OF TIME, WITH THE LEAD

MANAGER, VC CORPORATE ADVISORS PRIVATE LIMITED ANY IRREGULARITIES OR

LAPSES IN THE LETTER OF OFFER.”

DISCLAIMER

The Company and the Lead Manager to the issue accepts no responsibility for statements made otherwise than in this Letter of Offer or in any advertisement or other material issued by the Company or by any other persons at the instance of the Company and anyone placing reliance on any other source of information would be doing so at his own risk. CAUTION

The Lead Manager and the Company shall make all information available to the Equity Shareholders and no selective or additional information would be available for a section of the Equity Shareholders in any manner whatsoever including at presentations, in research or sales reports etc. after filing of the Letter of Offer with SEBI. The Lead Manager and the Company shall update the Letter of Offer and keep the public informed of any material changes till the listing and trading commences. Disclaimer with respect to Jurisdiction

This Letter of offer has been prepared under the provisions of Indian Laws and the applicable rules and regulations hereunder. Any disputes arising out of this Issue will be subject to the jurisdiction of the appropriate court(s) in Kolkata, India only. The distribution of the Letter of offer and the offering of securities on a rights basis to persons in certain jurisdictions outside India may be restricted by the legal requirements prevailing in those jurisdictions. Persons into whose possession the LOF may come are required to inform themselves about and observe such restrictions. Any disputes arising out of such issue will be subject to the jurisdiction of appropriate courts in Kolkata, India only. No action, has been, or will be taken, to permit offering of these securities in any jurisdiction where action would be required for that purpose, except that the LOF has been filed with SEBI

193

and SEBI has given its observations and that the Letter of offer would be filed with the relevant Stock Exchanges in India. Accordingly, the Equity Shares may not be offered or sold directly or indirectly, and the LOF may not be distributed in any jurisdiction, except in accordance with the legal requirements applicable in such jurisdiction. Neither the delivery of the LOF, nor any sale hereunder, shall under any circumstances create any implication that the affairs of the Company have remained unchanged since the date hereof or that the information herein is correct as of any time subsequent to this date Disclaimer Clause of the BSE (the Designated Stock Exchange)

BSE (“the Exchange”) has given vide its letter dated [*] permission to the Company to use the Exchange’s name in this Letter of offer on which this Company’s Securities are proposed to be listed. The Exchange has scrutinized this Letter of Offer for its limited internal purpose of deciding on the matter of granting the aforesaid permission to this Company. The Exchange does not in any manner:

i. warrant, certify or endorse the correctness or completeness of any of the contents of this Letter of Offer; or

ii. warrant that this Company’s securities will be listed or will continue to be listed on the Exchange; or

iii. take any responsibility for the financial or other soundness of the Company, its Promoters, its management or any scheme or project of this Company; And it should not for any reason be deemed or construed that this Letter of Offer has been cleared or approved by the Exchange. Every person who desires to apply for or otherwise acquires any securities of this Company may do so pursuant to independent inquiry, investigation and analysis and shall not have any claim against the Exchange whatsoever by reason of any loss which may be suffered by such person consequent to or in connection with such subscription/ acquisition whether by reason of anything stated or omitted to be stated herein or for any other reason whatsoever.

FILING

This Letter of Offer has been filed with SEBI, L & T Chambers, 16 Camac Street, Kolkata-700017. The Letter of Offer has been filed with the Designated Stock Exchange as per the requirements of the law. All the legal requirements applicable till the date of filing the Letter of Offer with the Stock Exchanges have been complied with. The company is registered with the Registrar of Companies, West Bengal lacated at Nizam Palace, 2nd MSO Building 2nd Floor, 234/4, A.J.C.Bose Road, Kolkata – 700020. DESIGNATED STOCK EXCHANGE

The designated stock exchange for the purpose of the issue is BSE. LISTING

The existing Equity Shares are listed on BSE (Designated Stock Exchange). The Company has made application to BSE for permission to deal in and for an official quotation in respect of the securities being offered in terms of this Letter of offer vide letter dated ----. The Company has received in-principle approval from BSE vide letter number [*] dated [*]. If the permission to deal in and for an official quotation of the securities is not granted by the Designated Stock Exchange mentioned above, within 15 days from the Issue Closing Date, the Company shall forthwith repay, without interest, all monies received from applicants in pursuance of this Letter of Offer. If such money is not paid within eight days after the Company becomes liable to repay it, then the Company and every Director of the Company who is an officer in default shall, on and from expiry of eight days, be jointly and severally liable to repay the money with interest as prescribed under the Section 73 of the Act.


194

Consents

The written consents of Promoters, Directors, Auditors, Lead Manager to the Issue, Registrars to the Issue, Legal Advisor & Bankers to the Company to act in their respective capacities, have been obtained and such consents have not been withdrawn up to the time of delivery of the Letter of Offer with the Stock Exchanges. The Auditors of the Company have given their written consent for inclusion of their report in the form and content appearing in this Letter of offer and such consent and report have not been withdrawn up to the time of delivery of the Letter of offer to the Stock Exchange. The Auditors of the Company have given their written consent for inclusion of income tax benefits in the form and content appearing in this Letter of Offer, accruing to the Company and its members. To the best of our knowledge, there are no other consents required for making this Rights Issue. However, should the need arise, necessary consents shall be obtained by us. Expert Opinion

The Company has not obtained any expert opinion apart from whatever is already mentioned in this Letter of Offer. Expenses of the Issue

The expenses of the Rights Issue payable by the Company inclusive of fees payable to the Lead Manager to the Issue, Registrar to the Issue, Stamp duty, printing, publication, advertising and distribution expenses, bank charges, listing fees and other miscellaneous expenses will not exceed Rs. 35 Lacs and will be met out of the proceeds of the Rights Issue. Details of Fees Payable

The expenses for the issue include among others, lead management fees, advertising costs, printing and distribution expenses, fees payable to the Stock Exchange, Registrar and depository fees and other miscellaneous expenses. The estimate of the issue expenses of Rs. 35 Lacs is as follows which is [*]% of the total issue size.

Sl.

No.

Particulars

Amount

(Rs. Lacs)

% of Total

Issue Exp.

% of Total

Issue

Size

1 Fees of Lead Manager, Registrar, Legal Advisor, Auditors etc

25.00 71.43 [*]

2 Printing & Stationery, Distribution, Postage, etc

6.00 17.14 [*]

3 Advertisement & Marketing Expenses 1.50 4.29 [*] 4 Other Expenses (incl. Filing Fees, Listing

Fees, Depository Charges, etc.) 2.50 7.14 [*]

TOTAL 35.00 100.00% [*]

Underwriting Commission, Brokerage and Selling Commission

The Rights Issue has not been underwritten. No fee under this head is payable. Previous Public or Rights Issues

There was no public/right issue done by the Company in the last 5 years.

195

Previous issues of Shares otherwise than for Cash

There is no issue of shares in past for consideration otherwise than cash other than those stated in the Capital Structure. Commission or Brokerage on Previous Issues

The Company has not made any public issue in last five years. Hence no commission or brokerage has been paid on any public issue in the last five years. However in the maiden public issue of the Company in the year 1992, there was a clause for payment of brokerage @ 1.5%.

Particulars in regard to the Company and other listed companies under the same

management within the meaning of Section 370(1)(B) of the Companies Act, 1956,

which made any public issue during the last three years.

The Company as well as the other Companies under the same management have not done any Public Issue / Rights Issue in last three years.

Listed Venture of Promoters

There is no other listed venture promoted by the Promoters. Outstanding Bonds/Debentures

There are no outstanding debentures or bonds or redeemable preference shares or any other instruments issued by the issuer company outstanding as on the date of the Letter of Offer. STOCK MARKET DATA

The Company’s shares are listed on BSE. The shares are actively traded on BSE. The high and low closing prices recorded on BSE for the preceding three years and the number of shares traded on the days the high and low prices were recorded are stated below: The Equity Shares of the Company are actively traded on the Bombay Stock Exchange Limited.

i. The following is the movement in the share price of the Company on the BSE.

High Low Year

Date Rs. Volume Date Rs. Volume

Average

Price

(Rs.)

01.01.2008 To

20.02.2008 01.01.2008 754.00 8028 14.02.2008 384.90 11347 569.45

21.02.2008 To

31.12.2008 22.02.2008 151.90 12072 27.10.2008 19.50 11177 85.70

2007 31.12.2007 732.00 19014 08.03.2007 145.25 793 438.63 2006 05.05.2006 428.10 71834 02.01.2006 70.20 9840 249.15

ii. The total volume of securities traded in each month during the preceding six months on BSE

are as follows:

Details of High Price Details of Low Price Month

Date Rs. Volume Date Rs. Volume

Total

Volume

June 2009 05.06.09 70.35 16363 24.06.09 54.70 2756 287443 May2009 26.05.09 59.50 20245 12.05.09 35.00 7888 206120 April 2009 21.04.09 47.50 19444 08.04.09 30.30 5922 125683

27.03.09 36.90 12375 12.03.09 27.00 290 March 2009

- - - 19.03.09 27.00 4010 65904

February2009 20.02.09 31.65 304 02.02.09 24.50 2758 29731 January2009 05.01.09 41.90 849 23.01.09 24.00 1817 27279


196

iii. Weekend price of Equity Shares of the Company on the BSE appear as under:

Week ended Highest Price during

the week (Rs.)

Lowest Price during

the week (Rs.)

Average

Price for the

period (Rs.)

29.06.2009 59.25 54.70 56.97 22.06.2009 63.70 56.55 59.82 15.06.2009 64.40 57.55 60.98 08.06.2009 70.35 60.55 65.45

Market Price as on 6th April, 2009, immediately after the date of passing the Board Resolution for approving the Issue: Rs. 33.25 Per Share Disclosure on Investor Grievances and Redressal System

The Company has set up Investors/Shareholders Grievance Committee. The committee consists of Smt. Sonal Mattoo, Shri Om Prakash Gupta & Shri Vishal Gupta with the Company Secretary as the compliance officer. The Committee looks into the matter relating to transfer of shares, demat of shares, issue of duplicate share certificates, redressal of investor complaints regarding non- receipt of dividends, Annual Reports, dividend warrants etc. The Company has developed well-arranged correspondence system for letters of routine nature. The company has appointed Beetal Financial & Computer Services (P) Ltd. as its Share Transfer Agents both for the physical as well as for demat shares. Letters are filed category wise after having attended to Redressal norm for response time for all correspondence including shareholders complaints is fifteen days. However, the Company ensures to redress all the investor grievances well within the said fifteen days from the date of receipt of the complaint. The Compliance Officer Mr. Bhagwan Kumar takes care for redressal of complaints on a regular basis. Status of Investor’s Complaints

As per certificate dated 25.06.2009 received from Registrar, the total number of investor’s compliant pending for reply for the Company as on 25.06.2009 is Nil. Investor Grievances arising out of this Issue

The Company’s investor grievances arising out of this issue will be handled by Beetal Financial & Computer Services (P) Ltd., Registrars to the Issue. The Registrars will have a separate team of personnel handling only our post issue correspondence. Investor grievances will be settled expeditiously and satisfactorily by the registrar in consultation with the Compliance Officer of the Company. The agreement between Registrar and the Company will provide for retention of records with the Registrars for a period of at least one year from the last date of dispatch of Letter of Allotment/Share Certificate/Warrant/refund order to enable the Registrars to redress grievances of Investors. All grievances related to the issue may be addressed to the Registrars to the issue giving full details such as folio no., name and address of the first applicant, number and type of shares applied for, Application Form Serial number, amount paid on application and the name of the bank and the branch where the application was deposited, along with a photocopy of the acknowledgement slip. In case of renunciation, the same details of the renouncee should be furnished.

197

Investor may contact the Compliance Officer in case of any pre-issue/post-issue related problems such as non-receipt of letter of allotment/share certificates/demat credit/refund orders etc. Changes in the Auditors in the last three years

There has been no change in the Auditor of the Company. Capitalization of Reserves or Profits (during last Five Years)

There is no capitalization of reserve / profits during the last five years except that Company has issued 1,33,82,750 equity shares as Bonus Shares in the ratio of 5:2 in the year 2008 by capitalizing a sum of Rs. 13,38,27,500 /- out of free reserves. Revaluation of Assets, if any (during last five years)

There is no revaluation of assets during the last five years. Working Result of the Company as per clause 6.48.1 of SEBI (DIP) Guidelines.

Standalone Unaudited Financial Results for two month’s period ended May 31, 2009 Particulars Amount (Rs. in Lacs)

Sales 1274.98 Other income 97.72 Gross profit/ loss (excluding depreciation and taxes) 483.30 Provision for depreciation 16.79 Provision for taxes 46.72 Net profit/ loss 419.80


198

SECTION – H. ISSUE INFORMATION TERMS OF THE ISSUE

The Equity Shares, now being offered are subject to the provisions of the Act and terms and conditions of this Letter of Offer, CAF, the Memorandum & Articles of Association of the Company, approvals under the Foreign Direct Investment Scheme of Government of India, FEMA, if applicable, provisions of the Act, guidelines issued by SEBI, guidelines, notifications and regulations for the issue of capital and for listing of securities issued by Government of India and/ or other statutory authorities and bodies from time to time, Listing Agreement entered into by the Company with the Stock Exchange, such terms and conditions as may be incorporated in the Letter of Allotment /Share Certificate or any deed or document executed by the Company regarding the Rights Issue. Authority for the Issue The present Rights Issue has been authorized by the Board of Directors at its meetings held on April 02, 2009 and the Special Resolutions passed by the shareholders of the Company at the EGM held on May 02, 2009. The Board of Directors of the Company has in its meeting held on [*] determined the Rights Issue price at Rs. [*] per equity share and a rights entitlement of [*] Equity Shares for every [*] Equity Shares held on Record Date, i.e. [*]. Basis for the Issue

The Equity Shares are being offered for subscription for cash to those existing Equity Shareholders whose names appear as beneficial owners as per the list to be furnished by the Depositories in respect of the Equity Shares held in the electronic/ dematerialized form and on the Register of Members of the Company in respect of Equity Shares held in the physical form at the close of business hours on the Record Date [*] fixed in consultation with the Designated Stock Exchange. The Equity shares are being offered for subscription in the ratio of * [*] Equity Share for every * [*] Equity Shares held by the Equity Shareholders. Ranking of Equity Shares The Equity Shares shall be subject to the memorandum and articles of association of the Company and shall rank pai-passu in all respects including dividends with the existing Equity Shares of the Company. Mode of payment of Dividend The dividend will be paid to all the eligible shareholders in terms of the provisions of the Act and Articles of Association with regard to payment of dividend. The unclaimed dividend will be transferred to Investor Education & Protection Fund as prescribed under the Act. Face Value

The face value of the Equity Shares of the Company is Rs.10/-. Issue Price The equity shares of Rs.10/- each are being issued at a price of Rs. [*] per share (including premium of Rs. [*] per equity share) in the present rights issue.

199

Terms of Payment

The full amount of Rs.[*] shall be payable by the applicant on application. Where an applicant has applied for additional Shares and is allotted lesser number of Shares than applied for, the excess application money paid shall be refunded. The monies would be refunded by warrants payable at par / demand drafts within 15 days from the closure of the Issue and if there is a delay beyond 8 days from the stipulated period, we shall pay interest on the monies in terms of Section 73 of the Act.

Rights Entitlement As your name appears in the Register of Members as an Equity Shareholder/Beneficial Owner (as per the list provided by the Depositories) of the Company on the Record Date [*] you are entitled to the number of Equity Shares by way of Rights as shown in Part A of the enclosed CAF on the basis mentioned above.

Rights of the Equity Shareholders

Subject to applicable laws, the Equity Shareholders shall have the following rights: • Right to receive dividend, if declared. • Right to attend general meetings and exercise voting powers, unless prohibited by law. • Right to vote on a poll either in person or by proxy • Right to receive offers of rights shares and be allotted bonus shares, if announced • Right to receive surplus on liquidation • Right of free transferability and • Such other rights, as may be available to a shareholder of a listed public company under

the Act or any other applicable law from time to time and Memorandum and Article of Association of the Company.

For a detailed description of the main provisions of the Company’s Articles of Association relating to voting rights, dividend, forfeiture and lien, transfer and transmission and/or consolidation/splitting, see “Main Provisions of the Articles of Association” on Page No.[*] in this Letter of Offer. Market Lot

The market lot for the Equity shares in dematerialized mode is one. In case of physical certificates, the Company would issue one certificate for the Equity Shares allotted to one folio (Consolidated Certificate)

In respect of the Consolidated Certificate, the Company will upon receipt of a request from the Equity Shareholder, be returning the share certificate issued for the entire holding, duly split as desired by the shareholders within a week’s time from the request of the Equity Shareholder. No fee would be charged by the Company for splitting the Consolidated Certificate. Minimum Subscription If the Company does not receive the minimum subscription of 90% of the Rights Issue, the entire subscription shall be refunded to the applicants within fifteen days from the date of closure of the Issue. If there is a delay in the refund of subscription by more than 8 days after the Company becomes liable to repay the subscription amount, (i.e.fifteen days after closure of the Issue), the Company will pay interest for the delayed period, at rates prescribed in sub-section (2) and (2A) of Section 73 of the Act.This Rights Issue will become under subscribed after considering the number of Equity Shares applied as per entitlement plus additional Equity Shares. The Promoters/ promoter group shall subscribe to such under subscribed portion as per the relevant provisions of the law. The undersubscribed portion shall be applied only after the close of the Issue. If any person presently in control of the Company desires to subscribe to such under subscribed portion and if disclosure is made pursuant to SEBI (SAST) Regulations, such allotment of the


200

under subscribed portion will be governed by the provisions of the SEBI (SAST) Regulations. Allotment to the Promoters of any unsubscribed portion, over and above their entitlement shall be done in compliance with Clause 40A of the Listing Agreement. The above is subject to the terms mentioned under the “Basis of Allotment”. Arrangements for disposal of Odd Lots

The Equity Shares are being issued in the ratio of [*] Equity Share for every [*] Equity Shares held as on record date. The market lot is one share. Therefore there is no possibility of odd lot. Restriction on Transfer and Transmission of Shares Nothing contained in the Articles of Association of the Company shall prejudice any power of the Company to refuse to register the transfer of share. Fractional Entitlement “For Equity Shares being offered on rights basis under this issue, if the shareholding of any of the Equity Shareholders is less than [*] or not in the multiples of [*], then the fractional entitlement of such holders for Equity Shares shall be rounded up to the next higher integer. The Equity Shares needed for such shares will be adjusted from the Promoters’ entitlement.”

Joint – Holders

Where two or more persons are registered as the holders of any Equity Shares, they shall be deemed to hold the same as joint-holders with benefits of survivorship subject to provisions contained in the Articles of Association of the Company.

Nomination facility to the Investors

In terms of Section 109A of the Act, nomination facility is available in case of Equity Shares. The applicant can nominate any person by filling the relevant details in the CAF in the space provided for this purpose. The sole Equity Shareholder or first Equity Shareholder, along with other joint Equity Shareholders (being individual(s) may nominate any person(s) who, in the event of the death of the sole holder or all the joint-holders, as the case may be, shall become entitled to the Equity Shares. Person(s), being a nominee, becoming entitled to the Equity Shares by reason of the death of the original Equity Shareholder(s), shall be entitled to the same rights to which he would be entitled if he/she were the registered holder of the Equity Shares. Where the nominee is a minor, the Equity Shareholder(s) may also make a nomination to appoint, in the prescribed manner, any person to become entitled to the Equity Share(s), in the event of death of the said holder, during the minority of the nominee. A nomination shall stand rescinded upon the sale/disposal of the Equity Share by the person nominating. A buyer will be entitled to make a fresh nomination in the manner prescribed. When two or more persons hold the Equity Share(s), the nominee shall become entitled to receive the shares only on the demise of all the holders. Fresh nominations can be made only in the prescribed form available on request at the Registered Office of the Company located at “5F, Everest, 46/C, Chowringhee Road, Kolkata-700071” or such other place at such addresses as may be notified by the Company. The applicant can make the nomination by filling in the relevant portion in the CAF. Only one nomination would be applicable for one folio. Hence, in case the Equity Shareholder has already registered the nomination with the Company, no further information needs to be made for the Equity Shares to be allotted in the issue under the same folio.

201

In case the allotment of equity shares is in dematerialized form, there is no need to make a separate nomination for the Equity Shares to be allotted in the Rights Issue. Nominations registered with respective Depository Participant of the applicant would prevail. If the applicants wish to change the nomination, they are requested to inform their respective Depository Participants.

Printing of Bank Particulars on refund orders:

As a matter of precaution against possible fraudulent encashment of refund orders due to loss or misplacement, the particulars of the applicant’s bank account are mandatorily required to be given for printing on refund orders. Bank account particulars will be printed on the refund orders / refund warrants, which can then be deposited only in the account specified. The Company will in no way be responsible if any loss occurs through these instruments falling into improper hands either through forgery or fraud.

Notices

All notices to the Equity Shareholder(s) required to be given by the Company shall be published in one English national daily newspaper with wide circulation, one Hindi national daily newspaper with wide circulation and one Regional language daily newspaper with wide circulation and/or, will be sent by ordinary post / registered post to the registered holders of the Equity Share(s) from time to time.

Underwriting

The present Issue is not underwritten.

Undertaking by the Promoters

The Promoters reserve their right to subscribe to their entitlement in this Issue. The Promoters have provided their respective undertakings to the Company to subscribe, either themselves or through one or more entities controlled by them, Equity Shares to the full extent of their rights entitlement under the issue and to additional Equity Shares beyond their entitlement to the extent of the unsubscribed portion of the Issue, if any. As a result of this subscription and consequent allotment, the Promoters may acquire shares over and above their entitlement in the Issue, which may result in an increase of the shareholding being above the current shareholding with the entitlement of Equity Shares under the Issue. This subscription and acquisition of additional Equity Shares, if any, by the Promoters, will not result in change of control of the management of the Company and shall be exempt in terms of the proviso to Regulation 3(1) (b) (ii) of the Takeover Code.

Issue of Duplicate Equity Share Certificate

If any Equity Share Certificate(s) is/are mutilated or defaced or the pages for recording transfers of Equity Shares are fully utilized, the Company against the surrender of such Certificate(s) may replace the same, provided that the same will be replaced as aforesaid only if the Certificate numbers and the Distinctive numbers are legible. If any Equity Share Certificate(s) is/are destroyed, stolen, lost or misplaced, then upon production of proof thereof to the satisfaction of the Company and upon furnishing such indemnity/ surety and/or such other documents as the Company may deem adequate, duplicate Equity Share Certificate(s) shall be issued.


202

ISSUE PROCEDURE

Principal Terms and Conditions of the Issue

The Equity Shares are being offered for subscription for cash to those existing Equity Shareholders whose names appear as beneficial owners as per the list to be furnished by the Depositories in respect of the Equity Shares held in the electronic form and on the Register of Members of the Company in respect of Equity Shares held in the physical form at the close of business hours on the Record Date [*] fixed in consultation with the Designated Stock Exchange. Entitlement Ratio

The Equity Shares are being offered on rights basis to the existing Equity Shareholders of the Company in the ratio of *(*) Equity Shares for every *(*) Equity Share held as on the Record Date. Terms of payment The entire amount of Rs. [*] per share is payable on application by all shareholders.

Option available to the Equity Shareholders The Composite Application Form (CAF) clearly indicates the number of Equity Shares that the Equity Shareholder is entitled to. The Equity Shareholders will be having the following options:

• Apply for his entitlement in part. • Apply for his entitlement in part or renounce the other part • Apply for his entitlement in full. • Apply for his entitlement in full and also apply for additional Equity Shares. • Renounce his entitlement in full. • Renouncees for Equity Shares can apply for the Equity Shares renounced to them and also

apply for additional Equity Shares.

• Applicants to the Equity Shares of the Company issued through the Rights Issue shall have an option either to receive security certificates or to hold the securities in dematerialized form with a Depository.

Offer to Non-Resident Equity Shareholders / Applicants Applications received from NRIs and other NRI shareholders for allotment of Equity Shares shall be, inter alia, subject to the conditions imposed from time to time by RBI under the FEMA in the matter of refund of application moneys, allotment of Equity Shares, issue of Letter of Allotment / share certificates, payment of interest, dividends, etc. General permission has been granted to any person resident outside India to apply shares offered on rights basis by an Indian Company in terms of FEMA and the rules and regulations there under. The Equity Shares issued under the Rights Issue and purchased by NRI shall be subject to the same conditions including restrictions in regard to the repatriability as are applicable to the previously held Equity Shares against which Equity Shares under the Rights Issue are issued. As per the Provisions of AP DIR Circular No. 14 dated September 16, 2003 (Issued by RBI), such Equity Shareholders who have been allotted equity shares as OCBs, would not be permitted to participate in the issue. Accordingly the Shareholders/ applicants who are OCBs and wishing to participate in the issue would be required to submit the approval in relation thereto from FIPB and RBI.

203

The Board of Directors may at its absolute discretion, agree to such terms and conditions as may be stipulated by RBI while approving the allotment of Equity Shares, payment of dividend etc. to the Equity Shareholders who are NRI. How to Apply Resident Equity Shareholders

Applications should be made by filling in the enclosed CAF provided by the Company. The enclosed CAF should be completed in all respects, as explained in the instructions indicated in the CAF. Applications will not be accepted by the Lead Manager or by the Registrar to the Issue or by the Company at any offices except for postal applications as per instructions given elsewhere in this Letter of Offer. Payment should be made by cheque/ demand draft drawn on any bank which is situated at and is a member or a sub member of the Bankers’ to the Issue’s clearing house located at the center where the application is accepted. All cheques/bank drafts accompanying the CAF should be crossed “A/c Payee” only and made payable to “Ashiana Housing Limited – Rights Issue”. The CAF duly completed together with the amount payable on application must be deposited with the collecting bank/collection centres indicated on the reverse of the CAF, on or before the close of banking hours on or before the Issue closing date. A separate cheque or bank draft must accompany each CAF. Reference number of CAF should be mentioned on the reverse of the Cheque/Draft. Outstation cheques / money orders / postal orders / drafts will not be accepted and application(s) accompanied by such cheques / money orders / postal orders / drafts will be rejected. Applicants residing at places other than the cities where the collection centers have been opened should send their completed CAF by registered post to the Registrar to the Issue, Beetal Financial & Computer Services Pvt. Ltd., Beetal House, 3rd Floor, 99, Madangir, Behind Local Shopping Centre, Near Dada Harsukh Dass Mandir, New Delhi-110062 along with a cheque drawn on a local bank at New Delhi or with a demand draft payable at New Delhi , net of bank and postal charges in favour of “Ashiana Housing Limited – Rights Issue” crossed “A/c Payee” only so that the same is received on or before closure of the Issue (i.e.[*]) The CAF consists of four parts: Part A: Form for accepting the Equity Shares offered and for applying for additional Equity Shares Part B: Form for renunciation Part C: Form for application for renouncees Part D: Form for request for split application forms Non-resident Equity Shareholders

Applications received from the non-resident Equity Shareholders for the allotment of Equity Shares pursuant to this Issue shall, inter alia, be subject to the conditions as may be imposed from time to time by the RBI, in the matter of refund of application moneys, allotment of Equity Shares, issue of letters of allotment/ certificates/ payment of dividends etc. For NRIs holding shares on non-repatriation basis, payment may also be made by way of cheque drawn on Non-Resident Ordinary (NRO) Account maintained in New Delhi or Rupee Draft purchased out of NRO Account maintained elsewhere in India but payable at New Delhi . In such cases, the allotment of shares will be on non-repatriation basis. If the payment is made by a draft purchased from an NRO account, an Account Debit Certificate from the bank issuing the draft, confirming that the draft has been issued by debiting the NRO account, should be enclosed with the CAF. In the absence of the above, the application shall be considered incomplete and is liable to be rejected. All cheques/bank drafts accompanying the CAF should be crossed “A/c Payee” only and made payable to “Ashiana Housing Limited – Rights Issue – NR”. The CAF duly completed together with the amount payable on application must be deposited with the collecting bank/collection centres


204

indicated on the reverse of the CAF, on or before the close of banking hours on or before the Issue closing date. A separate cheque or bank draft must accompany each CAF. Reference number of CAF should be mentioned on the reverse of the Cheque/Draft. New Demat account shall be opened for holders who have had a change of status from Resident Indian to NRI. For applicants residing at places other than designated Bank collecting branches:

Applicants residing at places other than the cities where the collection centres have been opened should send their completed CAF by registered post to the Registrar to the Issue, M/s Beetal Financial & Computer Services Pvt. Ltd. located at Beetal House,3rd Floor, 99, Madangir,

Behind Local Shopping Centre, Near Dada Harsukh Dass Mandir, New Delhi – 110 062, alongwith a cheque drawn on a local bank at New Delhi or with a demand draft payable at New Delhi , net of bank and postal charges in favour of “ASHIANA HOUSING LIMITED – Rights Issue” crossed “A/c Payee” only so that the same are received on or before closure of the Issue (i.e. [*]). The Company will not be liable for any postal delays and applications received through mail after the closure of the Issue, are liable to be rejected and returned to the applicants. Applications by mail should not be sent in any other manner except as mentioned below. All application forms duly completed together with cheque/demand draft for the application money must be submitted before the close of the subscription list to the Bankers to the Issue named herein or to any of its branches mentioned on the reverse of the CAF. The CAF alongwith application money must not be sent to the Company or the Lead Manager to the Issue or the Registrar to the Issue except as mentioned above. The applicants are requested to strictly adhere to these instructions. Failure to do so could result in the application being liable to be rejected with the Company, the Lead Manager and the Registrar not having any liabilities to such applicants. Availability of Duplicate CAF

In case the original CAF is not received, or is misplaced by the applicant, the Registrar to the Issue will issue a duplicate CAF on the request of the applicant who should furnish the Registered Folio Number/ DP and Client ID No. and his / her full name and address to the Registrar to the Issue. Please note that those who are making the application in the duplicate form should not use the original CAF for any purpose including renunciation, even if it is received/ found subsequently. If the applicant violates any of these requirements, he/ she shall face the risk of rejection of both the applications as well as forfeiture of amounts remitted along with the applications. Applications under Power Of Attorney

In case of applications made under a Power of Attorney or by limited companies or bodies corporate or registered societies or mutual funds or trusts, the certified true copy of the relevant Power of Attorney or the relevant resolution or authority to make the application, as the case may be, together with a copy of the Memorandum and Articles of Association and/or Bye-Laws must be Lodged with the Registrar giving reference of the serial number of the CAF after submission of the CAF to the Bankers to the Issue or any of their collection centres, failing which the applications are liable to be rejected. In case the above-referred documents are already registered with the Company, the same need not be furnished again. However, the serial number of registration or reference of the letter, vide which these papers were lodged with the Company/R&T Agents must be mentioned just below the signature(s) on the CAF. In no case should these papers be attached to the application submitted to the Bankers to the Issue or at its collection centres. Application on Plain Paper An Equity Shareholder who has neither received the original CAF nor is in a position to obtain the duplicate CAF may make an application to subscribe to the Rights Issue on plain paper, along with a demand draft, net of bank and postal charges, payable at New Delhi or a cheque drawn on local bank at New Delhi which should be marked “A/c Payee” only and payable , in favour of

205

“Ashiana Housing Limited – Rights Issue” in the case of resident shareholders and non-resident shareholders applying on nonrepatriable basis and in favour of “Ashiana Housing Limited – Rights Issue – NR” in case of non-resident shareholders applying on repatriable basis and marked “A/c Payee” only and send the same by registered post directly to the Registrar to the Issue so as to reach them on or before the closure of the Issue, i.e. [*]. The envelope should be superscribed “Ashiana Housing Limited – Rights Issue” The application on plain paper, duly signed by the applicants including joint holders, in the same form as per specimen recorded with the Company, must reach the office of the Registrar to the Issue before the Issue Closing Date and should contain the following particulars: • Name of Issuer, being “Ashiana Housing Limited” • Name and address of the Equity Shareholder including joint holders • Registered Folio Number/ DP ID No. and Client ID No. • Number of shares held as on the Record Date • Certificate numbers and distinctive numbers, if held in physical form. • Number of Rights Equity Shares entitled • Number of Rights Equity Shares applied for out of entitlement • Number of additional Equity Shares applied for, if any • Total number of Equity Shares applied for • Total amount paid on application at the rate of Rs. [*] per Equity Share • Allotment option either in physical or demat mode with DP ID No. and Client ID number • Particulars of cheque/demand draft • Savings/Current Account Number and name and address of the bank where the Equity Shareholder will be depositing the refund order. In case of depository the bank account details shall be obtained from the information available with the Depositories.

• PAN number, Income Tax Circle/Ward/District of the applicant and of each applicant in case of joint names Signature of Equity Shareholders to appear in the same sequence and order as they appear in the records of the Company

• In case of Non Resident Shareholders, NRE/ FCNR/ NRO A/c No. Name and Address of the Bank and Branch;

• If payment is made by a draft purchased from NRE/ FCNR/ NRO A/c No., as the case may be, an Account debit certificate from the bank issuing the draft, confirming that the draft has been issued by debiting NRE/FCNR/ NRO Account. Payments in such cases, should be through a demand draft, net of bank charges and postal charges payable at New Delhi drawn in favor of “Ashiana Housing Limited - Rights Issue” in case of resident shareholders, nonresident shareholders applying on non repatriable basis and in favor of “Ashiana Housing Limited - Rights Issue – NR” in respect of non-resident shareholders applying on repatriable basis and marked “A/c Payee” only.

• Attention of the shareholders is drawn to the fact that those shareholders making the application otherwise than on the CAF (i.e. on a plain paper as stated above) shall not be entitled to renounce their rights and should not utilise the CAF for any purpose including renunciation even if it is received subsequently. In case the original and duplicate CAFs and application on the plain paper or any two of these applications are lodged or if any shareholder violates any of these requirements, the Company will have the absolute right to reject any one or both of his/her/their application and refund the application money received. However, the Company is not liable to pay any interest whatsoever on money so refunded.

Acceptance of the Rights Issue

You may accept the Offer and apply for Equity Shares offered, either in full or in part by filling Block III of Part “A” of the enclosed CAF and submit the same along with the application money payable to the “Bankers to the Issue” or any of the branches as mentioned on the reverse of the CAF before the close of the banking hours on or before the Issue Closing Date or such extended time as may be specified by the Board thereof in this regard. Applicants at centers not covered by the branches of collecting banks can send their CAF together with the cheque drawn on a local bank at New Delhi /demand draft payable at New Delhi (net of demand draft charges and postal charges) to the Registrar to the Issue at Beetal Financial & Computer Services Pvt. Ltd., Beetal House, 99, Madangir, Behind Local Shopping Centre, Near Dada Harsukh Dass Mandir, New Delhi-110062. .


206

Renunciation

As an Equity Shareholder, you have the right to renounce your entitlement for the Equity Shares in full or in part in favour of one or more person(s). Your attention is drawn to the fact that the Company shall not allot and/or register any Equity Shares in favour of:

• More than three persons including joint holders • Partnership firm(s) or their nominee(s) • Minors • Hindu Undivided Family • Any Trust or Society (unless the same is registered under the Societies Registration Act,

1860 or any other applicable Trust laws and is authorized under its Constitutions to hold Equity Shares of a Company)

The right of renunciation is subject to the express condition that the Board/ Committee of Directors shall be entitled in its absolute discretion to reject the request for allotment to renouncee(s) without assigning any reason thereof.

Any renunciation from Resident Indian Shareholder(s) to Non–Resident Indian or from

Non-Resident Indian Shareholder(s) to other Non-Resident Indians(s) is subject to

Prevailing RBI Guidelines.

By virtue of circular No 14 dated September 16,2003 issued by RBI, Overseas

Corporate Bodies (‘OCBs”) have been derecognized as an eligible class of investors and

RBI has subsequently issued the Foreign Exchange Management {withdrawal of

General Permission to Overseas Corporate Bodies (OCB) Regulation}, 2003.

Accordingly the existing Shareholders of the company who do not wish to subscribe to

the equity shares being offered but wish to renounce the same in favour of renouncees

shall not renounce the same (whether for consideration or otherwise) in favour of

OCBs.

Procedure for Renunciation

To renounce the whole offer in favour of one renouncee

If you wish to renounce the offer indicated in Part A in whole, please complete Part B of the CAF. In case of joint holding, all joint holders must sign Part B of the CAF. The person in whose favour renunciation has been made should complete and sign Part C of the CAF. In case of joint renouncees, all joint renouncees, must sign this part of the CAF. To renounce in part/or renounce the whole to more than one person(s)

If you wish to either accept this offer in part and renounce the balance or renounce the entire offer in favour of two or more renouncees, the CAF must be first split into requisite number of forms. Please indicate your requirement of split forms in the space provided for this purpose in Part D of the CAF and return the entire CAF to the Registrar to the Issue so as to reach them latest by the close of business hours on the last date of receiving requests for split forms. On receipt of the required number of split forms from the Registrar, the procedure as mentioned in paragraph above shall have to be followed. In case the signature of the Equity Shareholder(s), who has renounced the Equity Shares, does not agree with the specimen registered with the Company, the application is liable to be rejected.

207

Renouncee(s)

The person(s) in whose favour the Equity Shares are renounced should fill in and sign Part C of the Application Form and submit the entire Application Form to the Bankers to the Issue on or before the Issue Closing Date along with the application money. Change and /or introduction of additional holders

If you wish to apply for Equity Shares jointly with any other person or persons, not more than three, who is/are not already joint holder with you, it shall amount to renunciation and the procedure as stated above for renunciation shall have to be followed. Even a change in the sequence of the name of joint holders shall amount to renunciation and the procedure, as stated above shall have to be followed. However, this right of renunciation is subject to the express condition that the Board of Directors of the Company shall be entitled in its absolute discretion to reject the request for allotment from the renouncee(s) without assigning any reason thereof. Please note that

a. Part A of the CAF must not be used by any person(s) other than those in whose favour this offer has been made. If used, this will render the application invalid.

b. Only the person to whom this Letter of offer has been addressed to and not the renouncee(s) shall be entitled to renounce and to apply for Split Application Forms. Forms once split cannot be split again.

c. Split form(s) will be sent to the applicant(s) by post at the applicant’s risk. Additional Equity Shares

You are eligible to apply for additional Equity Shares over and above the number of Equity Shares you are entitled to, provided that you have applied for all the Equity Shares offered without renouncing them in whole or in part in favour of any other person(s). Applications for additional Equity Shares shall be considered and allotment shall be made in the manner prescribed in the Letter of Offer under the section “Basis of Allotment”. The authorized person applying for all the Equity Shares renounced in their favour may also apply for additional Equity Shares. In case of application for additional Equity Shares by non-resident Equity Shareholders, the allotment of additional securities will be subject to the permission of the Reserve Bank of India. Where the number of additional Equity Shares applied for exceeds the number available for allotment, the allotment would be made on a fair and equitable basis in consultation with the Designated Stock Exchange. The summary of options available to the Equity Shareholder is presented below. You may exercise any of the following options with regard to the Equity Shares offered, using the enclosed CAF: Option Available Action Required

1 Accept whole or part of your entitled without renouncing the balance.

Fill in and sign Part A including Block III relating to the acceptance of entitlement and Block IV relating to additional Equity Shares to be left blank or Nil to be mentioned (All joint holders must sign)

2 Accept your entitlement in full and apply for additional equity shares

Fill in and sign Part A including Block III relating to the acceptance of entitlement and Block IV relating to additional Equity Shares (All joint holders must sign)

3 Renounce your entitlement in full to one person (joint renouncees are consider as one)

Fill in and sign Part B (All joint holders must sign) indicating the number of shares renounced and hand it over to the renouncee. The renouncees must fill in and sign Part C (All joint holders [renounces] must sign)

4 Accept a part of your Fill in and sign Part D (all joint holders must sign)


208

entitlement and renounce the balance to one or more renouncees or renounce your entitlement of all the equity shares offered to you to more than one renouncee

requesting for split Application Form. Send the CAF to the Registrar to the issue so as to reach them on or before the last date for receiving requests for Split Forms. Splitting will be permitted only once. On receipt of the Split Form take action as indicated below. For the Equity Shares you wish to accept, if any, fill in and sign Part B indicating the number of Equity Shares renounced and hand it over to the renouncee. Each of the renouncees should fill in and sign Part C for the Equity Shares accepted by them.

5 Introduce a joint holder or change the sequence of joint holders

This will be treated as a renunciation. Fill in and sign Part B and the renouncees must fill in and sign Part C.

Mutual Funds

A separate application can be made in respect of each scheme of an Indian mutual fund registered with the SEBI and such applications shall not be treated as multiple applications. The applications made by asset management companies or custodians of a mutual fund should clearly indicate the name of the concerned scheme for which the application is being made.

Last Date of Application The last date for submission of the duly filled in CAF is [*]. The Issue will be kept open for a minimum of 15 (fifteen) days and the Board or any committee thereof will have the right to extend the said date for such period as it may determine from time to time but not exceeding 30 (thirty) days from the Issue Opening Date. If the CAF together with the amount payable is not received by the Bankers to the Issue/ Registrar to the Issue on or before the close of banking hours on the aforesaid last date or such date as may be extended by the Board/ Committee of Directors, the offer contained in this Letter of Offer shall be deemed to have been declined and the Board/ Committee of Directors shall be at liberty to dispose off the Equity Shares hereby offered, as provided under the section “Basis of Allotment”. INVESTORS MAY PLEASE NOTE THAT THE EQUITY SHARES OF THE COMPANY CAN

BE TRADED ON THE STOCK EXCHANGE ONLY IN DEMATERIALIZED FORM. Option to Subscribe / Equity Shares in Dematerialised Form Applicants to the Equity Shares of the Company issued through this Rights Issue shall be allotted the securities in dematerialized (electronic) form at the option of the applicant. The Company and Beetal Financial & Computer Services Pvt. Ltd., the Registrar to the Company, have signed a tripartite agreement with CDSL on 26th April 2001 and with NSDL on 23rd April 2001, which enables the investors to hold and trade in securities in dematerialized form, instead of holding the securities in the form of physical certificates. In this Rights Issue, the allottees who have opted for Equity Shares in Dematerialized form will receive their Equity Shares in the form of an electronic credit to their beneficiary account with a Depository Participant. Investor will have to give the relevant particulars for this purpose in the appropriate place in the CAF. Applications, which do not accurately contain this information, will be given the securities in physical form. No separate applications for securities in physical and dematerialized form should be made. If such applications are made, the application for physical securities will be treated as multiple applications and is liable to be rejected. In case of partial allotment, allotment will be done in demat option for the shares sought in demat and balance, if any, will be allotted in physical shares.

209

Procedure for availing this facility for allotment of Equity Shares in this issue in the electronic form is as under. 1. Open a Beneficiary Account with any Depository Participant (care should be taken that the

Beneficiary Account should carry the name of the holder in the same manner as is exhibited in the records of the Company. In case of joint holding, the Beneficiary Account should be opened carrying the names of the holders in the same order as with the Company). In case of Investors having various folios in the Company with different joint holders, the investors will have to open separate accounts for such holdings. Those Equity Shareholders who have already opened such Beneficiary Account (s) need not adhere to this step.

2. For Equity Shareholders already holding Equity Shares of the Company in Dematerialized

form as on Record Date, the beneficial account number shall be printed on the CAF. For those who open accounts later or those who change their accounts and wish to receive their Rights Equity Shares by way of credit to such account, the necessary details of their beneficiary account should be filled in the space provided in the CAF. It may be noted that the allotment of securities arising out of this Issue may be made in dematerialized form even if the original equity shares of the Company are not dematerialized. Nonetheless, it should be ensured that the Depository Account is in the name(s) of the Equity Shareholders and the names are in the same order as in the records of the Company.

3. Responsibility for correctness of applicant’s age and other details given in the CAF vis a vis

those with the applicant’s Depository Participant would rest with the applicant. Applicants should ensure that the names of the applicants and the order in which they appear in CAF should be same as registered with the applicant’s Depository Participant.

4. If incomplete / incorrect Beneficiary Account details are given in the CAF the applicant will

get Equity Shares in physical form. 5. The Rights Equity Shares allotted to investors opting for Dematerialized form, would be

credited to the Beneficiary Account as given in the CAF after verification. Allotment advice, Refund Order (if any) would be sent directly to the applicant by the Registrar to the Issue but the applicant’s Depository Participant will provide to him the confirmation of the credit of the Rights Equity Shares to the applicant’s Depository Account.

6. Renouncees will also have to provide the necessary details about their Beneficiary Account

for allotment of securities in this Issue. In case these details are incomplete or incorrect, the allotment of shares will be made in physical form.

Utilisation of Proceeds Subscription received against this Issue will be kept in a separate bank account(s) and the Company would not have access to such funds unless it has received minimum subscription of 90%, of the Issue and the necessary approvals of the Designated Stock Exchange, to use the amount of subscription. General instructions for applicants

Do’s & Don’t’s

(a) Please read the instructions printed on the enclosed CAF carefully. (b) Application should be made on the printed CAF, provided by the Company and should be

completed in all respects. The CAF found incomplete with regard to any of the particulars required to be given therein, and/ or which are not completed in conformity with the terms of this Letter of offer are liable to be rejected and the money paid, if any, in respect thereof will be refunded without interest within stipulated time period and after deduction of bank commission and other charges, if any. The CAF must be filled in English and the names of all the applicants, details of occupation, address, contact no., father’s / husband’s name must be filled in block letters.


210

(c) The CAF together with cheque / demand draft should be sent to the Bankers to the Issue / Collecting Bank or to the Registrar and not to the Company or Lead Manager to the Issue. Applicants residing at places other than cities where the branches of the Bankers to the Issue have been authorized by the Company for collecting applications will have to make payment by Demand Draft payable at New Delhi (net of demand draft charges and postal charges) and send their application forms to the Registrar to the Issue by REGISTERED POST. If any portion of the CAF is / are detached or separated, such application is liable to be rejected.

(d) All applications or in the case of application in joint names, each of the applicants, should mention his/ her permanent account number allotted under the Income-Tax Act, 1961 irrespective of the amount of the application. CAFs without PAN will be considered incomplete and are liable to be rejected.

(e) Applicants are advised to provide information as to their savings/current account number and the name of the Bank with whom such account is held in the CAF to enable the Registrar to print the said details in the Refund Orders, if any, after the names of the payees. Application not containing such details is liable to be rejected.

(f) The payment against the application should not be effected in cash if the amount to be paid is Rs. 20,000/- or more. In case payment is effected in contravention of this, the application may be deemed invalid and the application money will be refunded within the stipulated time period and no interest will be paid thereon. Payment against the application if made in cash, subject to conditions as mentioned above, should be made only to the Bankers to the Issue.

(g) Signatures should be either in English or Hindi or in any other language specified in the 8th Schedule of the Constitution of India. Signatures other than in English or Hindi and thumb impression must be attested by a Notary Public or a Special Executive Magistrate under his/ her official seal. The Equity Shareholders must sign the CAF as per the specimen signature recorded with the Company.

(h) In case of an application under Power of Attorney or by a body corporate or by a society, a certified true copy of the relevant Power of Attorney or relevant resolution or authority to make investment and sign the application along with a copy of the Memorandum & Articles of Association and / or bye laws must be lodged with the Registrar to the Issue giving reference of the serial number of the CAF. In case these papers are sent to any other entity besides the Registrar to the Issue or are sent after the Issue Closure Date, then the application is liable to be rejected.

(i) In case of joint holders, all joint holders must sign the relevant part of the CAF in the same order and as per the specimen signature(s) recorded with the Company. Further, in case of joint applicants who are renouncees, the number of applicants should not exceed three. In case of joint applicants, reference, if any, will be made in the first applicant’s name and all communication will be addressed to the first applicant.

(j) Application(s) received from Non-Residents / NRIs, or persons of Indian origin residing abroad for allotment of Equity Shares shall, interalia, be subject to conditions, as may be imposed from time to time by the RBI under FEMA in the matter of refund of application money, allotment of Equity Shares, subsequent issue and allotment of Equity Shares, interest, export of Equity Share certificates, etc. In case a Non-Resident or NRI Equity Shareholder has specific approval from the RBI, in connection with his shareholding, he should enclose a copy of such approval with the CAF.

(k) All communication in connection with application for the Equity Shares, including any change in address of the Equity Shareholders should be addressed to the Registrar to the Issue prior to the date of allotment in this Issue quoting the name of the first / sole applicant Equity

211

Shareholder, folio numbers and CAF number. Please note that any intimation for change of address of Equity Shareholders, after the date of allotment, should be sent to the Registrar and Transfer Agents of the Company (i.e. Beetal Financial & Computer Services (P) Ltd.) in the case of equity shares held in physical form and to the respective DP, in case of equity shares held in Dematerialized form.

(l) Split forms cannot be re-split.

(m) Only the person or persons to whom Equity Shares have been offered and not renouncee(s) shall be entitled to obtain split forms.

(n) Applicants must write their CAF number at the back of the cheque / demand draft.

(o) Only one mode of payment per application should be used. The payment must be either in cash or by cheque / demand draft drawn on any of the banks, including a co-operative bank, which is situated at and is a member or a sub member of the Bankers Clearing House located at the Centre indicated on the reverse of the CAF where the application is to be submitted.

(p) A separate cheque / draft must accompany each CAF. Outstation cheques / demand drafts or post-dated cheques and postal / money orders will not be accepted and applications accompanied by such cheques / demand drafts / money orders or postal orders will be rejected. The Registrar will not accept payment against application if made in cash. (For payment against application in cash please refer point (f) above)

(q) No receipt will be issued for application money received. The Bankers to the Issue / Collecting Bank/ Registrar will acknowledge receipt of the same by stamping and returning the acknowledgement slip at the bottom of the CAF.

Grounds for Technical Rejection

Applicants are advised to note that applications are liable to be rejected on technical grounds, including the following: 1) Amount paid does not tally with the amount payable for; 2) Bank account details (for refund) are not given; 3) Age of first applicant not given; 4) Permanent Account Number not mentioned; 5) In case of Application under power of attorney or by limited companies, corporate, trust,

etc., relevant documents are not submitted; 6) If the signature of the existing shareholder does not match with the one given on the

application form and for Renouncees, if the signature does not match with the records available with their Depositories;

7) If the Applicant desires to have shares in electronic form, but the application form does not have the applicant’s Depository account details;

8) Application forms are not submitted by the applicants within the time prescribed as per the application form and the Letter of Offer;

9) Applications not duly signed by the sole/joint Applicants; 10) Applications by OCBs unless accompanied by specific approval from the RBI permitting the

OCBs to invest in the issue; 11) Applications accompanied by Stock invest; 12) In case no corresponding record is available with the Depositories that matches three

parameters, namely, names of the applicants (including the order of names of joint holders), the Depositary Participant’s identity (DP ID) and the beneficiary’s identity;

13) FIIs applying on forms used for accepting shares renounced in their favour or applications for additional shares, without the copy of RBI permission / approval enclosed will be rejected;

14) Applications by ineligible Non-residents (including on account of restriction or prohibition under applicable local laws) and where last available address in India has not been provided.


212

Payment Instructions

Resident Shareholders

All cheques / drafts accompanying the CAF should be drawn in favour of the Collecting Bank (specified on the reverse of the CAF), crossed “A/c Payee only” and marked “Ashiana Housing Limited - Rights Issue”. Applicants residing at places other than places where the bank collection centers have been opened by the Company for collecting applications, are requested to send their applications together with Demand Draft for the full application amount (Net of demand draft and postal charges) favouring the Bankers to the Issue, crossed “A/c Payee only” and marked “Ashiana Housing Limited - Rights Issue” payable at New Delhi directly to the Registrar to the Issue by registered post so as to reach them on or before the Issue Closing Date. The Company or the Registrar will not be responsible for postal delays or loss of applications in transit, if any. Non-Resident Equity Shareholders / Applicants

As regards the application by non-resident Equity Shareholders, the following further conditions shall apply: Payment by Non-Residents must be made by demand draft / cheque drawn in favour of the Banker to the Issue and marked “Ashiana Housing Limited - Rights Issue – NR” payable at New Delhi (net of demand draft charges and postal charges) or funds remitted from abroad in any of the following ways: 1. Application with repatriation benefits.

a) By Indian Rupee drafts purchased from abroad and payable at New Delhi or funds remitted from abroad (submitted along with Foreign Inward Remittance Certificate); or

b) By cheque / draft on a Non-Resident External Account (NRE) or FCNR Account maintained in New Delhi ; or

c) By Rupee draft purchased by debit to NRE/ FCNR Account maintained elsewhere in India and payable at New Delhi ; or

d) FIIs registered with SEBI must remit funds from special non-resident rupee deposit account.

A separate cheque or bank draft must accompany each application form. Applicants may note that where payment is made by drafts purchased from NRE/FCNR accounts as the case may be, an account debit certificate from the bank issuing the draft confirming that the draft has been issued by debiting the NRE/FCNR account should be enclosed with the CAF. In the absence of the above the application shall be considered incomplete and is liable to be rejected. In the case of non-residents who remit their application money from funds held in FCNR/NRE Accounts, refunds and other disbursements, if any shall be credited to such account details of which should be furnished in the appropriate columns in the CAF. In the case of NRIs who remit their application money through Indian Rupee Drafts from abroad, refunds and other disbursements, if any will be made in US Dollars at the rate of exchange prevailing at such time subject to the permission of RBI. The Company will not be liable for any loss on account of exchange rate fluctuation for converting the Rupee amount into US Dollars or for collection

charges charged by the applicant’s bankers.

213

2. Application without repatriation benefits

As far as non-residents holding shares on non-repatriation basis is concerned, in addition to the modes specified above, payment may also be made by way of cheque drawn on Non-Resident (Ordinary) Account maintained in New Delhi or Rupee Draft purchased out of NRO Account maintained elsewhere in India but payable at New Delhi. In such cases,the allotment of Equity Shares will be on non-repatriation basis. All cheques/drafts submitted by non-residents should be drawn in favour of the Bankers to the Issue and marked “Ashiana Housing Limited - Rights Issue – NR” payable at New Delhi and must be crossed “A/c Payee only” for the amount payable. The CAF duly completed together with the amount payable on application must be deposited with the Collecting Bank indicated on the reverse of the CAF before the close of banking hours on the Issue Closing Date. A separate cheque or bank draft must accompany each CAF. Applicants may note that where payment is made by drafts purchased from NRE/ FCNR/ NRO accounts as the case may be, an Account Debit Certificate from the bank issuing the draft confirming that the draft has been issued by debiting the NRE/ FCNR/ NRO account should be enclosed with the CAF. Otherwise the application shall be considered incomplete and is liable to be rejected.

Note: • In case where repatriation benefit is available, interest, dividend, sales proceeds derived

from the investment in Equity Shares can be remitted outside India, subject to tax, as applicable according to IT Act.

• In case Equity Shares are allotted on non-repatriation basis, the dividend and sale

proceeds of the Equity Shares cannot be remitted outside India.

• The CAF duly completed together with the amount payable on application must be deposited with the Collecting Bank indicated on the reverse of the CAF before the close of banking hours on the aforesaid Issue Closing Date. A separate cheque or bank draft must accompany each CAF.

• In case application received from Non-Residents, allotment, refunds and other

distribution, if any, will be made in accordance with the guidelines/ rules prescribed by RBI as applicable at the time of making such allotment, remittance and subject to necessary approvals.

Disposal of application and application money

(i) The Board reserves the right to reject applications in case the application concerned is not made in terms of this Letter of Offer. In case an application is rejected in full the whole of the application money received will be refunded to the first named applicant and where an application is rejected in part, the excess application money will be refunded to the first named applicant within 15 days from the date of closure of the subscription list in accordance with Section 73 of the Act. If there is delay of refund of application money by more than 8 days after the Company becomes liable to pay (i.e. fifteen days after the closure of Issue), the Company will pay interest for the delayed period at the rate prescribed under sub-Section (2) and (2A) of Section 73 of the Act.

(ii) The subscription monies received in respect of this issue will be kept in a separate bank

account and the company will not have access to nor appropriate the funds until it has satisfied the Degisnated Stock Exchange with suitable documentary evidence that minimum subscription of 90% of the application money for the Issue has been received.


214

(iii) No acknowledgement will be issued for the application monies received by the Company.However, the Bankers to the Issue at its collection branches to the Issue receiving the CAF as applicable as per the terms of this Letter of Offer, will acknowledge its receipt by stamping and returning the acknowledgment slip at the bottom of each CAF. Except for the reasons stated under paragraph titled “Grounds for Technical Rejections” in this Letter of Offer and subject to valid application, acknowledgement of receipt of application money given by the collection agent shall be valid and binding on Issuer and other persons connected with the Issue.

Fictitious Applications

Attention of the applicants is specifically drawn to the provisions of sub-section (1) of Section 68A of the Companies Act, 1956 which is reproduced below: “Any person who:

a) makes in a fictitious name, an application to a company for acquiring or subscribing for,

any shares therein, or

b) otherwise induces a company to allot, or register any transfer of shares, therein to him, or

any other person in a fictitious name, shall be punishable with imprisonment for a term

which may extend to five years.”

Basis of Allotment

1) Subject to provisions contained in this Letter of Offer, the Articles of Association and approval of the Designated Stock Exchange, the Board will proceed to allot the Equity Shares in the following order of priority.

(a) Full allotment to those Equity Shareholders who have applied for their rights entitlement

either in full or in part and also to the renouncee(s) who has/ have applied for Equity Shares renounced in their favour, in full or in part.

(b) Allotment to the Equity Shareholders who having applied for all the Equity Shares offered

to them as rights and have also applied for additional Equity Shares. The allotment of such additional Equity Shares will be made as far as possible on an equitable basis having due regard to the number of Equity Shares held by them on the Record Date, provided there is an under-subscribed portion after making full allotment in (a) above. The allotment of such Equity Shares will be at the sole discretion of the Board/Committee of Directors in consultation with the Designated Stock Exchange, as a part of the Rights Issue and not preferential allotment.

(c) Allotment to the renouncee who having applied for the Equity Shares renounced in their favour has also applied for additional Equity Shares provided there is an under-subscribed portion after making full allotment in (a) and (b) above. The allotment of such additional Equity Shares will be made on a proportionate basis at the sole discretion of the Board/ Committee of Directors but in consultation with the Designated Stock Exchange, as a part of the Rights Issue and not as a preferential allotment.

(d) The Issue will become under-subscribed after considering the number of Equity Shares applied as per entitlement plus additional Equity Shares. The Promoters and the Promoter group shall subscribe to such under-subscribed portion as per the relevant provisions of the law to ensure that the Issue is successful. If any person presently in control of the Company desires to subscribe to such under subscribed portion and if disclosure is made pursuant to SEBI (Substantial Acquisition of Shares and Takeover) Regulations, 1997, such allotment of the under subscribed portion will be governed by the provisions of the SEBI (Substantial Acquisition of Shares and Takeover) Regulations, 1997.

(e) After taking into account the allotments made under 1(a), 1(b) and 1(c) above, if there is still any under-subscription, the unsubscribed portion shall be disposed off by the Board or Committee of Directors authorized in this behalf by the Board upon such terms and

215

conditions and to such person/persons and in such manner as the Board / Committee of Directors may in its absolute discretion deem fit, as part of the Rights Issue and not as a preferential allotment. The decision of the Board or committee of Directors of the Company in this regard shall be final and binding. In the event of over subscription, allotment will be made within the overall size of the issue. Allotment to the Promoters of any unsubscribed portion, over and above their entitlement shall be done in compliance with Clause 40A of the Listing Agreement and other applicable laws prevailing at that time.

Allotment / Refund The Company will issue and dispatch letters of allotment/ share certificates/ demat credit and/ or letters of regret along with refund order or credit the allotted securities to the respective beneficiary accounts, if any, within a period of fifteen (15) days from the Issue Closing Date. If such money is not repaid within eight days from the day the Company becomes liable to pay it, the Company shall pay that money with interest as stipulated under Section 73 of the Act. Applicants residing at 68 cities specified by SEBI pursuant to its circular dated February 1, 2008, ECS will get refunds through ECS only (Electronic Clearing Service) except where applicants are otherwise disclosed as applicable/eligible to get refunds through direct credit and RTGS provided the MICR details are recorded with the depositories or the Company. In case of those applicants who have opted to receive their Rights Entitlement in dematerialized form using electronic credit under the depository system, an advice regarding their credit of the Equity Shares shall be given separately. Applicants to whom refunds are made through electronic transfer of funds will be sent a letter through ordinary post intimating them about the mode of credit of refund within a period of fifteen (15) days from the Issue Closing Date. In case of those Applicants who have opted to receive their Rights Entitlement in physical form and the Company issues letter of allotment, the corresponding share certificates will be kept ready within three months from the date of allotment thereof or such extended time as may be approved by the companies Law Board under Section 113 of the Companies Act or other applicable provisions, if any. Allottees are requested to preserve such letters of allotment, which would be exchanged later for the share certificates. The letter of allotment / refund order exceeding Rs. 1,500 would be sent by registered post to the sole/first applicant's registered address. Refund orders up to the value of Rs. 1,500 would be sent under certificate of posting. Such refund orders would be payable at par at all places where the applications were originally accepted. The same would be marked “A/C Payee” only and would be drawn in favour of the sole/first applicant. Adequate funds would be made available to the Registrar to the Issue for this purpose. Shareholders should note that on the basis of name of the shareholders, Depository Participant’s name, Depository Participant- Identification (DP ID) number and Beneficiary Account Number provided by them in the Composite Application form, the Registrar to the Issue will obtain from the Depository, the Bidders bank account details including the nine digit Magnetic Ink Character Recognition (MICR) code as appearing on a cheque leaf. Hence, Shareholders are advised to immediately update their bank account details as appearing on the records of the depository participant. Please note that failure to do so could result in delays in credit of refunds to shareholders at the shareholders sole risk and neither the Lead Manager nor the Company nor the Refund Banker nor the Registrar shall have any responsibility and undertake any liability for the same. In accordance with the requirements of the Stock Exchanges and SEBI Guidelines, the Company undertakes that: Dispatch of refund orders/ refund advice shall be done within 15 days from the Issue Closing Date; and the company shall pay interest at the rate of 15% per annum (for any delay beyond the 15 days time period as mentioned above), if allotment is not made, refund orders/credit intimation are not dispatched and in case where a refund is made through electronic mode, the refund instructions have not been given to the clearing system, and demat credit within the 15


216

days time prescribed above, provided that the beneficiary particulars relating to such shareholder as given by the shareholder is valid at the time of the upload of the electronic transfer. The Company will provide adequate funds required for the cost of dispatch of refund orders/ refund advice/ allotment advice to the Registrar to the Issue. Save and except refunds effected through the electronic mode i.e. ECS, direct credit or RTGS, refunds will be made by cheques, pay orders or demand drafts drawn on the Refund Bank and payable at par at places where applications are received. The bank charges, if any, for encashing such cheques, pay orders or demand drafts at other centres will be payable by the shareholders.

In case of shareholder applying for physical shares, refunds will be made on the basis of the bank account details provided by them in the Composite Application Form. Mode of Making Refunds

The payment of refund, if any, would be done through various modes in the following order of preference:

(i) ECS - Payment of refund would be done through ECS for applicants having an account at any of the 68 centers where clearing houses for ECS are managed by Reserve Bank of India. This mode of payment of refunds would be subject to availability of complete bank acccount details including the nine digits Magnetic Ink Character Recognition (MICR) code as appearing on a cheque leaf, from the depository. The payment of refund through ECS is mandatory for applicants having a bank account at any of the 68 centers referred above, except where applicant is otherwise disclosed as eligible to get refunds through direct credit or RTGS.

(ii) Direct Credit – Applicants having their bank account with the Refund Banker, i.e. [*] shall be eligible to receive refunds, if any, through direct credit. The refund amount, if any, would be credited directly to the eligible applicant’s bank account with the Refund Banker.

(iii) RTGS – Applicants having a bank account at any of the 68 centers referred above, and whose application amount exceeds Rs, 1 lakh, shall be eligible to exercise the option to receive refunds, if any, through RTGS. All applicants eligible to exercise this option shall mandatorily provide the IFSC code in the Composite Application Form. In the event of failure to provide the IFSC code in the Composite Application Form, the refund shall be made through the ECS or direct credit, if eligibility disclosed.

(iv) NEFT (National Electronic Fund Transfer): Payment of refund shall be undertaken through NEFT wherever the applicants’ bank has been assigned the Indian Financial System Code (IFSC), which can be linked to a Magnetic Ink Character Recognition (MICR), if any, available to that particular bank branch. IFSC Code will be obtained from the website of RBI as on a date immediately prior to the date of payment of refund, duly mapped with MICR numbers. Wherever the applicants have registered their nine digit MICR number and their bank account number while opening and operating the demat account, the same will be duly mapped with the IFSC Code of that particular bank branch and the payment of refund will be made to the applicants through this method. The process flow in respect of refunds by way of NEFT is at an evolving stage and hence use of NEFT is subject to operational feasibility, cost, and process efficiency.

Please note that only applicants having a bank account at any of the 68 centres where clearing houses for ECS are managed by the RBI are eligible to receive refunds through the modes detailed in I, II , III and IV hereinabove. For all the other applicants, including applicants who have not updated their bank particulars alongwith the nine digit MICR Code, the refund orders would be dispatched “Under Certificate of Posting” for refund orders of value up to Rs. 1,500 and through Speed Post/Registered Post for refund orders of Rs. 1,500 and above.

217

As regards allotment/ refund to Non-Residents, the following further conditions shall

apply.

In case of Non-Residents, who remit their application monies from funds held in NRE/ FCNR accounts, refunds and/ or payment of interest/ dividend and other disbursement, if any, shall be credited to such accounts, details of which should be furnished in the CAF. Subject to the approval of the RBI, in case of nonresidents, who remit their application monies through Indian Rupee draft purchased from abroad, refund and/ or payment of dividend/ interest and any other disbursement, shall be credited to such accounts (details of which should be furnished in the CAF) and will be made net of bank charges/ commission in US Dollars, at the rate of exchange prevailing at such time. The Company will not be responsible for any loss on account of exchange fluctuations for converting the Indian Rupee amount into US Dollars. The Equity Share certificate(s) will be sent by registered post at the Indian address of the non-resident applicant. For non resident applicants, refunds, if any, will be made as under: Where applications are accompanied by Indian Rupee Drafts purchased abroad and payable at New Delhi, India, refunds will be made in convertible foreign exchange equivalent to Indian Rupees to be refunded. Indian Rupees will be converted into foreign exchange at the rate of exchange, which is prevailing on the date of refund. The exchange rate risk on such refunds shall be borne by the concerned applicant and the Company shall not bear any part of the risk. Where the applications made are accompanied by NRE/ FCNR/ NRO cheques, refunds will be credited to NRE/ FCNR/ NRO accounts respectively, on which such cheques were drawn and details of which were provided in the CAF. Undertakings by the Company

The Company undertakes as follows: a. That the complaints received in respect of this issue shall be attended to expeditiously and

satisfactorily; b. That all steps will be taken for the completion of the necessary formalities for listing and

commencement of trading at all the stock exchanges where the Equity Shares are proposed to be listed within seven working days of finalisation of the basis of allotment;

c. That the funds required for dispatch of refund orders or allotment advice or Share certificates by registered post or speed post shall be made available to the Registrar to the issue;

d. Where refunds are made through electronic transfer of funds, suitable communication shall be sent to the applicant within 15 days of closure of the issue giving details of the bank where refunds shall be credited along with the amount and expected date of electronic credit of refund that funds required for dispatch of refund orders/allotment letters/certificates by registered post shall be made available to the Registrar to the Issue by the Issuer Company.

e. That the refund orders or allotment advice to the NRIs or FIIs shall be dispatched within the specified time; and

f. That no further issue of Equity Shares shall be made till the Equity shares issued through this Letter of offer are listed or until the application monies are refunded on account of non-listing, under-subscription etc.

Note

• The Company accepts full responsibility for the accuracy of information given in this Letter of Offer and confirms that to best of its knowledge and belief, there are no other facts the omission of which makes any statement made in this Letter of Offer misleading and further confirms that it has made all reasonable enquiries to ascertain such facts. • All information shall be made available by the Lead Manager and the Issuer to the investors at large and no selective or additional information would be available for a section of the investors in any manner whatsoever including at road shows, presentations, in research or sales reports etc. • The Issuer and Lead Manager shall update this Letter of Offer and keep the investors informed

of any material changes till the listing and trading commences.


218

Utilisation of Issue Proceeds

The Board of Directors of the Company certify that: i. All monies received out of the fresh issue shall be transferred to a separate bank account

other than the bank account referred to in sub-section (3) of Section 73 of the Act. ii. Details of all monies utilised out of fresh issue referred to above shall be disclosed under an

appropriate separate head in the balance sheet of the Company indicating the purpose for which such monies have been utilised; and

iii. Details of all unutilised monies out of the fresh issue, if any, shall be disclosed under the appropriate separate head in the balance sheet of the Company indicating the form in which such unutilised monies have been invested.

The funds received against this issue will be kept in a separate bank account and the Company will not have any access to such funds unless it satisfies the Designated Stock Exchange with suitable documentary evidence that the minimum subscription of 90% of the issue has been received by the Company. Pending utilisation of net proceeds of the fresh issue as specified under the section “Objects of the Issue”, the net proceeds will be invested by the Company in high quality interest bearing liquid instruments including but not limited to deposits with banks for the necessary duration. Restrictions on Foreign Ownership of Indian Securities

Foreign investment in Indian securities is regulated through the industrial policy of

Govt. of India or the Industrial Policy and FEMA. While the Industrial Policy prescribes

the limits and the conditions subject to which foreign investment can be made in

different sectors of the Indian economy, FEMA regulates the precise manner in which

such investment may be made. Under the Industrial Policy, unless specifically

restricted, foreign investment is freely permitted in all sectors of Indian economy to

any extent and without any prior approvals, but the foreign investor is required to

follow certain prescribed procedures for making such investment. The government

bodies responsible for granting foreign investment approvals are the Foreign

Investment Promotion Board of the Govt. of India (FIPB) and the RBI.

The existing non-resident shareholders may apply for issue of additional shares and

the company may allot the same subject to the condition that the overall issue of

shares to non-residents in the total paid up capital does not exceed the sectoral cap. In

other words, non-residents may subscribe for additional shares over and above shares

offered on rights basis by the company and renounce the shares offered in full or part

thereof in favour of a person named by them.

By way of Circular No. 53 dated December 17, 2003, the RBI has permitted FIIs to

subscribe to shares of an Indian company in a public issue without prior RBI approval,

so long as the price of Equity shares to be issued is not less than the price at which

Equity shares are issued to residents.

The transfer of Equity shares of NRIs, FIIs, Foreign Venture Capital Investors

registered with SEBI and Multilateral and Bilateral Development Financial institutions

shall be subject to the conditions as may be prescribed by the Government of India or

RBI while granting such approvals.

219

Important

• Please read this Letter of Offer carefully before taking any action. The instructions contained in the accompanying CAF are an integral part of the conditions of this Letter of Offer and must be carefully followed; otherwise the application is liable to be rejected.

• All enquiries in connection with this Letter of Offer or accompanying CAF and requests for Split Application Forms must be addressed (quoting the Registered Folio Number/ DP and Client ID number, the CAF number and the name of the first Equity Shareholder as mentioned on the CAF and superscribed Ashiana Housing-Rights Issue on the envelope) to the Registrar to the Issue at the following address:

Beetal Financial & Computer Services (P) Ltd. Beetal House, 3rd Floor, 99, Madangir Near Dada Harsukh Dass Mandir, Behind Local Shopping Centre New Delhi-110062 Ph No. 011-2996 1280/81/82/83 Fax No. 011-2996 1284

• It is to be specifically noted that this Issue of Equity Shares is subject to the section entitled “Risk Factors” beginning on page --- of this Letter of Offer. The Issue will be kept open for a minimum of 15 days unless extended, in which case it will be kept open for a maximum of 30 days.


220

SECTION - I. MAIN PROVISIONS OF THE ARTICLES OF ASSOCIATION Pursuant to Schedule II of the Companies Act and the SEBI Guidelines, the main provisions of the Articles of Association relating to voting rights, dividend, lien, forfeiture, restrictions on transfer and transmission of Equity Shares or debentures and/or on their consolidation/splitting are detailed below. Please note that each provision herein below is numbered as per the corresponding article number in the Articles of Association and capitalized/defined terms herein have the same meaning given to them in the Articles of Association.

SHARES

4. Division of Capital

The shares capital of the company shall be such amount as may be authorised from time to time.

5. Allotment of Shares

Subject to the provisions of these Articles the shares shall be under the control of the Board who may allot or otherwise dispose of the same to such persons on such terms & conditions, and at such time, as the Board think fit and, if so authorised by the company in General Meeting give to any person the call of any shares either at par or at a premium and for such time, and for such consideration as the Board may think fit. Provided that where at any time (subsequent to the first allotment of shares) it is proposed to increase the subscribed capital of the Company by the issue of new shares, then subject to any directions to the contrary which may be given by the Company in the General Meeting, the Board shall issue such shares in the manner set out in the Section 81 (1) of the Act.

6. Return of Allotments

As regards all allotments made from time to time the Company shall duly comply with Section 75 of the Act.

7. Preference shares

Subject to the provisions of the Section 80, any preference shares may, with the sanction of an ordinary resolution, be issued on the terms that they are, or at the opinion of the Company are liable, to be redeemed on such terms and in such manner as the Company before the issue of the shares may, be special resolution, determine.

8. Commission and brokerage

1. The Company may exercise the powers of paying commission conferred by Section 76, provided that the rate per cent, or the amount of the commission paid or agreed to be paid shall be disclosed in the manner required by the section.

2. The rate of commission shall not exceed the rate of the five percent of the price at which

the shares in respect whereof the same is paid are issued or any amount equal to five per cent of such price as the case may be.

3. The Commission may be satisfied by the payment of cash or the allotment of fully or

partly paid shares or partly in the one way and partly in the other.

4. The company may also, on any issue of shares, pay such brokerage as may be lawful.

221

9. Shares at a discount

With the previous authority of the Company in General Meeting and the sanction of the Company Law Board and upon otherwise complying with Section 79 of the Act the Board may issue at a discount shares of a class already issued.

10. Instalments on shares to be duly paid

If, by the conditions of allotment of any shares, the whole or part of the amount or issue price thereof shall be payable by instalments, every such instalment shall, when due, be paid to the company by the person who for the time being shall be the registered holder of the share or by his executor or administrator.

11. Liability of joint holders of shares

The joint-holders of a share shall be severally as well as jointly liable for the payment of all instalments and calls due in respect of such share.

12. Trust not recognized

Except as required by law, no person shall be recognized by the Company as holding any share upon any trust, and the Company shall not be bound by, or be compelled in any way to recognize (even when having notice thereof) any equitable, contingent, future or partial interest in any share, or any interest in any fractional part of a share, or (except only as by these regulations or by law otherwise provided) any other rights in respect any share except an absolute right to be entirely thereof in the registered holder.

13. Who may be registered

Shares may be registered in the name of any person, company other body corporate. Not more than four persons shall be registered as joint-holders of any shares.

CERTIFICATE

14. Certificates

The certificates of title to shares and duplicates thereof when necessary shall be issued under the Seal of the Company and signed by two Directors and the Secretary of the Company, or some other person appointed by the Directors.

15. Every member shall be entitled free of charge to one or more certificates in market lots for

all certificate for all the shares of each class registered in this name or if any members so wishes to several certificates each for one or more of such share but in respect of each additional certificate, which does not comprise shares in lots of the market unit of trading, the Board may charge a fee of Rs. 2/- or such less sum as it may determine. Unless the conditions of issue of any shares otherwise provide, the company shall, either within three months after the date of allotment and on surrender to the company of its letter making the allotment or if its fractional coupons or requisite value (save in the case of issue against letter or acceptance of renunciation or in case of issue of bonus shares) or within one months on receipt of the application for registration of the transfer, subdivision, consolidation or renewal of any of its shares, as the case may be, complete and have ready for delivery the certificates of such shares in respect of any shares held jointly by several persons, the company shall not be bound to issue more than one certificate and delivery of a certificate to one of several joint holders shall be sufficient delivery to all such holders. For every certificate issued in replacement of an existing certificate save for those which are issue on a splitting or consideration or share certificates into lots of the market unit of which are old, decrepit, worn out or where cages on the reverse for recording transfers have been fully utilized, and for every other duplicate certificate the Board may charge a fee of Rs. 2/-


222

or such smaller sum together with such out of pocket expenses incurred by the Company in investigation evidence as it may determine.

16. The issue of share certificate and duplicates and the issue of new share certificates on consolidation or sub-division or in replacement of share certificates which are surrendered for cancellation due to their being defaced, torn, old decrepit, or worn out of the cages for recording, transfers having been utilized or of share certificate which are lost or destroyed shall be in accordance with the provisions of the companies (issue of Share Certificates) Rules, 1960, or any statutory modification or re-enactment thereof. If any share certificate be lose or destroyed, then upon proof thereof to the satisfaction of the Board and on in lien thereof shall be given to the party entitled to the shares to which such lost or destroyed certificate shall relate.

CALLS

17. Calls

The Board may, from time to time, subject to the terms on which any shares may have been issued, and subject to the provision of Section 91 of the Act, make such calls as the Board think fit upon the members in respect of all moneys unpaid on the shares held by them respectively, and not by the conditions of allotment thereof made payable at fixed times, and each member shall pay the amount of every call so made on him to the persons and the times and places appointed by the Board. A call may be made payable by instalments and shall be deemed to have been made when the resolution of the Board authorizing such all was passed.

18. Restriction on power to make calls and notice

No call shall exceed one-fourth of the nominal amount of a share, or be made payable within one month after the last preceding call was payable. Not less than fourteen days’ notice of any call shall be given specifying the time and place of payment and to whom such call shall be paid.

19. When interest on call or instalment payable

If the sum payable in respect of any call or instalment be not paid on or before the day appointed for payment thereof, the holder for time being of the share in respect of which the call have been made or the instalment shall be due shall pay interest for the same at the rate of 12 per cent per annum from the day appointed for payment thereof to the time of the actual payment or at such lower rate (if any) as the Board may determine.

20. Amount payable at fixed times or payable by instalments as calls

If by the terms of issue of any share or otherwise any amount is made payable at any fixed time or by instalments at fixed times, whether on account of the amount of the share or by way of premium, every such amount or instalment shall be payable as if it were a call duly made by the Board and of which due notice had been given and all the provisions herein contained in respect of calls shall relate to such amount instalmnt accordingly.

21. Evidence in actions by company against Share holders

On the trial or hearing of any action or suit brought by the Company against any Shareholder or his representatives to recover any debt or money claimed to be due to the Company in respect of his shares, it shall be sufficient to prove that the name of the defendant is, or was, when the claim arose on the Register as a holder, or one of the holders, of the number of shares in respect of which such claim is made, and that the amount claimed is not entered as paid in the books of the company and it shall not be necessary to prove the appointment of the Board who made any call, not that a quorum

223

was present at the board meeting at which any call was made nor that the meeting at which any call was made was duly convened or constituted nor any other matter whatsoever, but the proof of the matters aforesaid shall be conclusive evidence of the debt.

22. Payment of calls in advance

The Board may, if they think fit receive from any member willing to advance the same, all or any part of the money due upon the shares held by him beyond the sums actually called from, and upon the money so paid or satisfied in advance, or so much thereof as from time to time exceeds the amount of the calls then made upon the shares in respect of which such advance has been made, the Company may pay interest at such rate not exceeding 6 percent per annum as the member paying such sum in advance and the Board agree upon. Money so paid in excess of the amount of calls shall not rank for dividends or participate in profits of the company or voting rights. The Board may at any time repay the amounts so advanced upon giving to such member not less than three months notice in writing.

23. Revocation of call

A call may be revoked or postponed at the discretion of the Board.

FORFEITURE AND LIEN

24. If call or instalment no paid, notice may be given

If any member fails to pay any call or instalmnt on or before the day appointed for the payment of the same the Board may at any time thereafter during such time as the call or instalment remains, unpaid serve a notice on such member requiring him to pay the same, together with any interest that may have accrued and all expenses that may have been incurred by the company by reason of such non-payment.

25. Form of notice

The notice shall name a day (not being less than fourteen days from the date of the notice) and a place or places on and at which such call or instalment and such interest and expenses as aforesaid are to be paid. The notice shall also state that in the event of non-payment at or before the time, and at the place appointed, the shares in respect of which such call was made or instalment payable will be liable to be forfeited.

26. If notice not complied with shares may be forfeited

If the requisitions of any such notice as aforesaid be not complied with any shares in respect of which notice has been given may, at any time thereafter, before payment of all calls or instalments, interest and expenses, due in respect thereof by forfeited by a resolution of the Board to that effect. Such forfeiture shall include all dividends declared in respect of the forfeited shares and not actually paid before the forfeiture.

27. Notice after forfeiture

When any share shall have been so forfeited, notice of the resolution shall be given to the member in whose name it stood immediately prior to the forfeiture and an entry of the forfeiture, with the date thereof, shall forthwith be made in the Register, but no forfeiture shall be in any manner invalidated by any omission or neglect to give such notice or to make such entry as aforesaid.

28. Forfeited share to become property of the Company

Any share so forfeited shall be deemed to be the property of the Company, and the Board may sell, re-allot or otherwise dispose of the same in such manner as they think fit.


224

29. Power to annual forfeiture

The Board may, at any time before any share so forfeited shall have been sold, re-allotted or otherwise disposed of, annual the forfeiture thereof upon such conditions as they think fit.

30. Liability on forfeiture

A person whose shares have been forfeited shall cease to be a member in respect of theforfeited shares, but shall, notwithstanding, remain liable to pay and shall forthwith pay to the Company, all calls, or instalments, interest, and expenses, owing upon in respect of such shares at the time of the forfeiture, together with interest thereon, from the time of forfeiture until payment, at 2 per cent annum and the Board may enforce the payment thereof, or any part thereof, without any deduction or allowance for the value of the shares at the time of forfeiture, but shall not be under any obligation to do so.

31. Evidence of forfeiture

A duly verified declaration in writing that the declarant is a Director of the Company, and that certain shares in the company have been duly forfeited on a date stated in the declaration shall be conclusive evidence of the facts therein stated as against all persons claiming to be entitled to the shares and such declaration and the receipt of the Company for the consideration if any, given for the shares on the sale of disposition thereof shall constitute a good title to such shares, and the person to whom the shares are sold shall be registered as the holder of such shares and shall not be bound to see to the application of the purchase money, nor shall his title to such shares be affected by any irregularity or invalidity in the proceeding in reference to such forfeiture, sale or disposition.

32. Company’s lien on shares

The Company shall have a first and paramount lien upon all the shares not being fully paid up registered in the name of each member (whether solely or jointly with others), and upon proceeds of sale thereof for moneys called or payable at a fixed time in respect of such shares whether the time for the payment thereof shall have actually arrived or not and no equitable interest in any share shall be created except upon the footing and condition that Article 12 thereof is to have full effect. Such lien shall extend to all dividends from time to time declared in respect of such shares. Unless otherwise agreed, the registration of a transfer of shares shall operate as a waiver of the Company’s lien, if any, on such shares.

33. As to enforcing lien by sale

For the purpose of enforcing such lien the Board may sell the shares subject thereto in such manner as they think fit, but no sale shall be made until such time for payment as aforesaid shall have arrived and until notice in writing or the intention to sell have been served on such member, his executor or administrator or his committee, curator bonis or other legal representative as the case may be and default shall have been made by him or them in the payment of the moneys called or payable at a fixed time in respect of such shares for seven days after the date of such notice.

34. Application of proceeds of sale

The net proceeds of the sale shall be received by the Company and applied in or towards payment of such part of the amount in respect of which the lien exists as is presently payable and the residue, if any, shall (subject to a like lien for sum not presently payable as existed upon the shares before the sale) be paid to the person entitled to the shares at the date of the sale.

225

35. Validity of sales in exercise of lien and after forfeiture

Upon any sale after forfeiture or for enforcing a lien in purported exercise of the powers hereinbefore given, the Board may appoint some person to execute and instrument of transfer of the shares sold and cause the purchaser’s name to be entered in the Register in respect of the shares sold, and the purchaser shall not be bound to see to the regularity of the proceedings, nor to the application of the purchase money, and after his name has been entered in the Register in respect of such shares the validity of the sale shall not be impeached by any person, and the remedy of any person aggrieved by the sale shall be in damages only and against the Company exclusively.

36. Board may issue New Certificates

Where any shares under the powers in that behalf herein contained are sold by the Board and the certificate in respect thereof has not been delivered up to the Company by the former holder of such shares, the Board may issue a new certificate for such shares distinguishing it in such manner as they may think fit from the certificate not so delivered up.

TRANSFER AND TRANSMISSION

37. In that case Board may refuse to register transfer

The Board shall not refuse to register any properly executed transfer of shares on which company has no lien and in the case of a share not fully paid up, may refuse to register a transfer to a transferee of whom the Board does not approve. Provided that registration of a transfer of shares shall not be refused on the ground of the Transferor being either alone or jointly with any other person or persons indebted to the company on any account whatsoever.

38. Execution of transfer etc.

Save as provided in Section 108 of the Act, no transfer of shares shall be registered unless a proper instrument of transfer duly stamped and executed by or on behalf of the transferor and by or on behalf of the transferee has been delivered to the Company together with the certificate or if no such certificate is in existence, the Letter of Allotment of the Shares. The instrument of transfer of any share shall specify the name, address, and occupation (if any) both of the transferor and of transferee, and the transferor shall be deemed to remain the holder of such share until the name of the transferee is entered in the Register in respect thereof. Each signature to such transfer shall be duly attested by the signature of one witness who shall add his address.

39. Application by transferor

Application for the registration of the transfer of a share may be made either by the transferor or the transferee, provided that, where such application is made by the transferor no registration shall in the case of partly paid shares be effected unless the company give notice of the application to the transferee in the manner prescribed by Section 111 of the Act, and subject to the provisions of these articles the Company shall unless objection is made by the transferee within two weeks from the date of receipt of the notice, enter in the Register the name of the transferee in the same manner and subject to the same conditions as if the application for registration of the transfer was made by the transferee.

39A. The registration of transfer of the shares of the company shall be refused only in

accordance with the provisions contained in section 27A of the securities contracts (regulation) Act, 1956.


226

40. Form of transfer

The instrument of transfer shall be in the form prescribed by the Act. 41. No transfer to person of unsound mind.

No transfer shall be in the form prescribed by the Act. 42. Transfer to be left at office when to be retained

Every instrument of transfer shall be left at the office for registration accompanied by the certificate of the shares to be transferred, or if no such certificate is in existence, by the Letter of Allotment of the shares and such other evidence as the Board may require to prove the title of the transfer or his right to transfer the shares. All instrument of transfer which shall be registered shall be retained by the Company, but any instrument of transfer which the Board may decline to register shall be returned to the person depositing the same.

43. Notice of refusal to register transfer

If the Board refuse to register the transfer of any shares, the Company shall within one months from the date on which the instrument of transfer was lodged with the Company, send to the transferee and the transferor notice of the refusal.

44. Fee for registration of transfer, probate etc.

No fee shall be charged for the registration of any transfer, grant or probate or letters of administration, certificate of death or marriage, power of attorney or other instruments.

45. Transmission of registered shares

The executor or administrator of a deceased member (not being one of several joint-holders) shall be the only person recognized by the Company as having any title to the shares registered in the name of such member, and, in case of death of any one or more of the joint-holders of any registered shares, the survivor shall be the only person recognized by the company as having any title to or interest in such shares, but nothing herein contained shall be taken to release the estate of a deceased joint-holder from any liability on shares held by him jointly with any other person. Before recognizing any executor or administrator the Board may require him to obtain a grant of Probate or Letters of Administration or other legal representation as the case may be from some competent Court in India and having effect in West Bengal. Provided nevertheless that in any case where the Board in their absolute discretion think fit it shall be lawful for the Board to dispense with the production of Probate or Letters of Administration or such other legal representation upon such terms as to indemnity or otherwise as the Board, in their absolute discretion, may consider adequate.

46. As to transfer of share of insane, infant deceased or bankrupt members

Any person becoming entitled to or to transfer shares in consequence of the death or bankruptcy or insolvency of any member upon producing such evidence that he sustains the character in respect of which he proposes to act under this Article or of his title as the Board think sufficient may, with the consent of the Board (which the Board shall not be bound to give), be registered as a member in respect of such shares, or may subject to the regulations as to transfer hereinbefore contained, transfer such shares. This Article is hereinafter referred to as “The Transmission article”.

47. Election under the Transmission articles

227

i) If the person so becoming entitled under the transmission Article shall elect to be registered as holder of the shares himself, he shall deliver or send to the Company a notice in writing signed by him stating that he so elects.

ii) If the person aforesaid shall elect to transfer the shares in shall testify his election by

executing an instrument of transfer of the shares.

iii) All the limitations, restrictions and provisions of these Articles relating to the right to transfer and the registration of instruments of transfer of shares shall be applicable to any such notice or transfer as aforesaid as if the death, lunacy, bankruptcy or insolvency of the member had not occurred and the notice or Transfer were a transfer signed by that member.

48. Rights of persons entitled to shares under the Article

A person so becoming entitled under the Transmission article to share by reason of the death, lunacy, bankruptcy of insolvency of the holder shall, subject to the Provision of Article 79 and of Section 206 of the Act, be entitled to the same dividends and other advantages to which he would be entitled if he were the registered holder of the Shares.

Provided that the Board may at any time give notice requiring any such person to elect either to be registered himself or to transfer the shares, and if the notice is not completed with within ninety days, the Board may thereafter withhold payment of all dividends, bonuses or other moneys payable in respect of the Shares.

48A. Notwithstanding anything contained in Articles 47 & 48 or any other Law for the time being

in force, where a nomination has been made in the manner prescribed in Section 109A of the Companies Act, 1956 purporting to confer on any person the right to vest the Shares in , or debentures of the Company, the nominee shall, on the death of the Shareholder of holders of debentures of the Company or as the case may be, on the death of the joint holders, become entitled to all the right in the shares or debentures of the Company to the exclusion of other person, unless the nomination is varied or cancelled in the prescribed manner and the provisions contained in the Section 109A and 109B of the Companies Act, 1956 shall be applicable to all such case.”

48B. DEMATERIALISATION OF SHARE

(a) Notwithstanding any thing to the contrary contained in these Articles, the Company shall be entered as and when declared by the board of Director to dematerialisation or rematerialisation of shares, or debenture and/or other securities (both Existing and future) and to offer its shares debenture and other securities for subscription in a dematerialised form pursuant to Depositories Act, 1996 and the rules framed thereunder.

(b) Every person subscribing to securities offered by the Company shall have the option to

receive security certificate or to hold the securities with a depository. Such a person who is the beneficial owner of the securities can at any time opt out of a depository, if permitted by law, in respect of any security in the manner provided by the depository Act, 1996 and the Company shall in the manner and within the time prescribed, issued to the beneficial owner the required certificates of the securities.

(c) If a person opt to hold his security with a depository, the Company shall intimate such

depository, the details of allotment of the security and on the receipt of the information, the depository shall enter in its record the name of the allottee as the beneficial owner of the security.

(d) All the securities held by the depository shall be dematerialised and be in fungible form.

Nothing contained in Sections 153, 153A, 187C, 187B, and 372A of the Companies Act,


228

1956 shall apply to a depository in respect of the securities held by it on behalf of the beneficial owners:

(i) Notwithstanding any thing contrary contained in the Act or these Articles a depository

shall be deemed to be the registered owner for the purpose of effecting transfer of ownership of security on behalf of the beneficial owner.

(ii) Save as otherwise provided in (i) above, the depository as the registered owner of

the securities shall not have any voting rights or any rights or any rights in respect of the securities held by it.

(iii) Every person holding securities of the company and whose name is entered as the

beneficial owner in the records of the depository shall be deemed to be a member of the Company .The beneficial owner of the security shall be entitled to all rights and benefit and be subject to all the liabilities in respect of his securities, which are held by a depository.

(e) Notwithstanding any thing contained in the Act or these Articles to the contrary, where

securities are held in a depository, the record of the beneficial ownership may be served by such depository on the company by means of electronics mode or by delivery of floppies or discs.

(f) Nothing contained in Section 83 and 108 of the Companies Act, 1956 or these Articles

shall apply to a transfer of securities effected by transferor and transferee, both of whom are entered as beneficial owner in the records of a depository.

(g) Notwithstanding anything contained in the Act or these Articles, where Securities are

dealt with by a depository, the Company shall intimate the details thereof to the depository immediately on allotment of such securities.

(h) Nothing contained in the Act or these Articles regarding the necessity of having

distinctive numbers for securities issued by the Company shall apply to securities held with a depository.

(i) The Register and Index of beneficial owners maintained by the depository under Section

11 of the Depository Act, 1996 shall be deemed to be the Register & Index of Members and Security holders for the purpose of the Act.

(j) If a beneficial owner seeks to opt out of a depository in respect of any Security, the

beneficial owner shall inform to the depository accordingly. The depository shall, on receipt of intimation as above, make appropriate entries in its record and shall inform to the Company accordingly.

(k) No stamp duty would be payable on shares and securities held in dematerialised form in

any medium as may be permitted by law including any form of electronic medium.

INCREASE OF CAPITAL

49. Power to increase capital

The Company in General Meeting may from time to time increase the capital by the creation of new shares of such amount as may be deemed expedient.

50. On what conditions new shares may be issued

Subject to any special rights or privileges for the time being attached to any shares in the capital of the Company then issued, the new shares may be issued upon such terms and conditions, and with such rights and privileges attached thereto as the General Meeting

229

resolving upon the creation thereof, shall direct, and, if no direction be given as the Board shall determine, and in particular such shares may be issued with a preferential or qualified right to dividends and in the distribution of assets of the Company.

51. Provisions relating to the issue

Before the issue of any new shares, the Company in General Meeting may make provisions as to the allotment and issue of the new shares, and in the particular may determine to whom the same shall be offered in the first instance and whether at par or at a premium or, subject to the provisions of Section 79 of the Act, as a discount, in default of any such provision, or so far as the same shall not extend, the new shares may be dealt with as if they formed part of the shares in the Original Capital, and the provision of Article 5 shall then apply.

52. How far new shares to rank with shares in Original Capital

Except so far as otherwise provided by the conditions of issue of by these presents, any capital raised by the creation of new shares shall be considered part of the Original Capital and shall be subject to the provisions herein contained with reference to the payment of calls and instalments, transfer and transmission, forfeiture, lien and otherwise.

53. Inequality in number of new shares

If, owing to any inequality in the number of new shares to be issue, and the number of shares held by members entitled to have to offer of such new shares any difficulty shall arise in the apportionment of such new shares or any of them amongst the members, such difficulty shall, in the absence of any direction in the resolution creating the shares or by the Company in General Meeting, be determined by the Board.

ALTERATION AND REDUCTION OF CAPITAL

54. Reduction of Capital etc.

The Company may from time to time by Special Resolution reduce its capital and any capital redemption reserve fund or share premium account in any manner and with subject to any incident authorization and consent required by law.

55. Power to subdivide and consolidate shares

The Company in General Meeting may—

a) consolidate and divide all or any of its share capital into shares of larger amount than its existing shares;

b) sub-divide its existing shares or any of them into shares of smaller amount than is fixed

by the memorandum so however, that in the sub-division the proportion between the amount paid and the amount, if any, unpaid on each reduced share shall be the same as it was in the case of the share from which the reduced share is derived;

c) cancel any shares which at the date of the passing of the resolution, have not been taken

or agreed to be taken by the person and diminish the amount of its share capital by the amount of the shares so cancelled.

d) convert any fully paid up shares into stock and reconvert any stock into fully paid up

shares of any determinations.


230

56. Subdivision into Preferred and Ordinary

The resolution whereby any share in subdivided may determine that, as between the holders of the shares resulting from such subdivision, one or more of such shares shall have some preference or special advantage as regards dividend, capital, voting or otherwise over or as compared with the others or other, subject, nevertheless, to the provisions of Section 87, 88 and 106 of the Act.

57. Surrender of Shares

Subject to the provisions of Section 100 to 105 inclusive of the Act, the Board may accept from any member the surrender on such terms and conditions as shall be agreed of all or any of his shares.

MODIFICATION OF RIGHTS

58. Power to modify rights

i) If at any time the share capital is divided into different classes of shares, the rights attached to any class (unless otherwise provided by the terms of issue of the shares of that class) may, subject to the provisions of Section 106 and 107, and whether or jot the Company is being would up, be varied with the consent in writing of the holders of three-fourths of the issued shares of that class, or with the sanction of a special resolution passed at a separate general meeting of the holders of the shares of that class.

ii) To every such separate general meeting, the provisions of these regulations relating to general meetings shall mutatis mutandis apply, but so that the necessary quorum shall be two persons at least holding or representing by proxy one-third of the issued shares of the class in question

BORROWING POWERS

59. Power to borrow

The Board may from time to time, at their discretion subject to the provisions of Section 58A, 292, 293 and 370 of the Act, raise or borrow, either from the Directors or from elsewhere and secure the payment of any sum or sums of money for the purposes of the company.

60. Conditions on which money may be borrowed

The Directors may raise or secure the repayment of such sum or sums in such manner and upon such terms and conditions in all respects as they think fit, and, in particular, by the issue of bonds perpetual or redeemable, debentures or debenture-stock, or any mortgage, or other security on the undertaking or the whole or any part of the property of the Company (both present and future), including its uncalled capital for the time being.

61. Issued at discount or with special privileges

Any debentures, debenture-stock, bonds, or other securities may be issued at a discount, premium or otherwise and with any special privileges as to redemption, surrender, drawings, allotment of shares, appointment of Directors and otherwise Debentures, debenture-stock, bonds and other securities may be made assignable free from any equities between the Company and the person to whom the same may be issued. Debentures, debenture stock, bonds and other securities with a right to allotment of or conversion into shares shall not be issued except with the sanction of the company in General Meeting.

231

62. Instrument of transfer

Save as provided in section 108 of Act, no transfer of debentures shall be registered unless a proper instrument to transfer duly stamped and executed by the transferor and transferee has been delivered to the Company together with the certificate or certificates of the debentures.

63. Notice of refusal to register transfer

If the Board refuses to register the transfer of any debentures, the Company shall, within two months from the date on which the instrument of transfer was lodged with the Company, send to the transferee and to the transferor notice of the refusal.

GENERAL MEETING

64. When Annual General Meetings to be held

In addition to any other meeting, general meetings of the Company shall be held within such intervals as are specified in section 166 (1) of the Act and, subject to the provision of Section 166 (2) of the Act, at such times and places as may be determined by the Board. Such general meetings shall be called “annual general” meetings and shall be specified as such in the notice convening the meeting. All other meetings of the Company shall be called “extraordinary general meetings”.

65. When extraordinary Meetings to be called

The Board may whenever they think fit call an extraordinary general meeting, and they shall on the requisition of such number of members as they hold, at the date of the deposit of the requisition, not less than one-tenth of such of the paid up capital of the Company as at that date carried the right of voting in regard to the matter to be considered at the meeting, forthwith proceed to call an extraordinary general meeting, and in the case of such requisition the following provision shall apply :-

1. The requisition shall state the matters for the consideration of which the meeting is to be called, shall be signed by the requisitionists and shall be deposited at the office. The requisition may consist of several documents in like form each signed by one or more requisitionists.

2. Where two of more distinct matters are specified in the requisition, the requisition shall be valid only in respect of those matters in regard to which the requisition has been signed by the member of members hereinbefore specified.

3. If the Board does not, written twenty-one days from the date of deposit of a valid requisition in regard to any matters, proceed duly to call a meeting for the consideration of these matters on a day not later than forty-five days from the date of deposit the requisitionists or such of them as are enabled so to do by virtue of Section (169) (6) (b) of the Act may themselves call the meeting but any meeting so called shall not commenced after three months from the date of deposit.

4. Any meeting called under this Article by the requisitionists shall be called in the same manner as nearly as possible as that in which meetings are to be called by the Board but shall be held at the office.

5. Where two or more persons held any shares jointly a requisition or notice calling a meeting signed by one or two of them shall for the purposes of this Article have the same force and effects as if it had been signed by all of them.


232

6. Any reasonable expenses incurred by the requisitionists by reason of the failure of the Board duly to call a meeting shall be repaid to the requisitionists by the Company and any sum so repaid shall be retained by the Company out of any sum due or to become due from the Company by way of fees or other remuneration for their services to such of the Directors as are in default.

66. Circulation of members resolutions

The Company shall comply with the provisions of Section 188 of the Act as to giving notice of resolutions and circulating statements on the requisition of members.

Notice of meeting

67. Save as provided in sub-section (2) of Section 171 of the Act not less than twenty-one day’s notice shall be given of every general meeting of the Company Every notice of a meeting shall specify the place and the day and hour of the meeting and shall contain a statement of the business as to be transacted there at. Where any such business consists of “Special business” as hereinafter defined there shall be annexed to the notice a statement complying with Section 173 (2) and (3) of the Act.

Notice of every meeting of the Company shall be given to every member of the Company, to the Auditors of the Company and to any persons entitled to a share in consequence of the death or in insolvency of a member in any manner hereinafter authorised for the giving of notice to such persons. The accidental omission to give any such notice to or the non-receipt by any member or other person to whom it should be given shall not invalidate the proceedings of the meeting.

PROCEEDING AT GENERAL MEETINGS

68. Business of Meeting

The ordinary business of an Annual General Meeting shall be receive and consider the Profit and Loss Account, the Balance Sheet and Reports of the Directors, and to the Auditors, to elect Directors in the place of those retiring by rotation, to appoint Auditors and fix their remuneration and to declare dividends. All other business transacted at an Annual General Meeting and all business transacted at an Extraordinary Meeting shall be deemed special business.

69. Quorum to be present when business commenced

No business shall be transacted at any General Meeting unless quorum of members is present at the time when the meeting proceeds to business. Save as herein otherwise provided five members present in person shall be quorum.

70A. PASSING OF RESOLUTION BY POSTAL BALLOT

Notwithstanding anything contained in the Articles of Association of the Company, the Company do adopt the mode of passing a resolution by the members of the company by means of postal ballot and / or other ways in the manner and in respect of business as may be prescribed under Section 192A of the Companies Act, 1956 read with Companies (Passing of Resolution by Postal Ballot) Rules, 2001 and/or other Rules as the Central Government, may by notification prescribe in this behalf.

71. Chairman of General Meeting

The Chairman of the Board shall be entitled to lake the chair at every General Meeting. If there be no such Chairman, or if at any meeting he shall not be present within fifteen

233

minutes after the time appointed for holding such meeting or is unwilling to act the members present shall choose another Director as Chairman, and if no Director be present, or if all the Directors present decline to take the chair, then the members present shall, on a show or hands or on a poll it properly demanded, elect one of their number, being a member entitled to vote, to be Chairman.

72. When if quorum not present, meeting to be dissolved and when to be adjourned

If within half-an-hour from the time appointed for the meeting a quorum be not present, the meeting, if convened upon such requisition as aforesaid, shall be dissolved, but in any other case it shall stand adjourned to be same day in the next week, at the same time and place, or to such other day at such time and place as the Board may by notice appoint.

73. How questions to be decided at meeting Casting vote

Every question submitted to a meeting shall be decided in the first instance by a show of hands and in the case of an equality of votes, both on a show of hands and on poll, the Chairman of the meeting shall have a casting vote in addition to the vote to which he may be entitled as a member.

74. Casting Vote

At any general meeting unless a poll is (before on the declaration of the result of the show of hands) demanded in accordance with provisions of Section 179 of the Act, a declaration by the chairman that the resolution has or has not been carried or has not been carried either unanimously or by a particular majority and an entry to that effect in the books containing the minutes of the proceedings of the Company shall be conclusive evidence of fact, without proof of number or proportion of the votes cast in favour of or against resolution.

75. 1. If a poll be demanded as aforesaid it shall be taken forthwith on a question of

Adjournment or election of a Chairman and in any other case in such manner and at such time, not being later than forty-eight hours from the time when the demand was made, and at such place as the Chairman of the meeting directs, and, subject as aforesaid, either at once of after an interval or Adjournment or otherwise, and the result of the poll shall be deemed to be the decision of the meeting on the resolution on which the poll was demanded.

2. The demand of a pool may be withdrawn at any time.

3. Where a pool is to be taken the Chairman of the meeting shall appoint two scrutineers,

one at least of whom shall be a member (not being an officer or employee of the Company) present at the meeting provided such a member is available and willing to be appointed, to scrutinize the votes given on the poll and to report to him thereon

4. On a poll a member entitled to more than one vote, or his proxy or other person entitled

to vote for him, as the case may be, need not if he votes, use all his votes or cast in the same way all the votes he uses.

5. The demand of a poll shall not prevent the continuance of a meeting for the transaction

of any business other than the question on which a poll has been demanded. 76. Power to adjourn General meeting and determine right to vote

1. The Chairman of a General Meeting may with the consent of the Meeting adjourn the same from time to time and from place to place but no business shall be transacted at any adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place.


234

2. When a meeting is adjourned for thirty-days or more notice of the adjourned meeting shall be given as in the case of an original meeting. Save as aforesaid and as provided in article 73 it shall not be necessary to give any notice of an adjournment or of the business to be transacted at any adjourned meeting.

VOTES OF MEMBERS

77. Votes of members

On a show of hands, every member present in person shall have one vote and upon a poll every member present in person or by proxy shall have one vote for every share held by him, provided that no company shall vote by proxy so long as a resolution of its Directors under the provisions of Section 187 of the Act is in force.

78. Procedure where a company is a member of the Company

Where a company or a body corporate (hereinafter called “member Company”) is a member of the company, a person, duly appointed by resolution in accordance with provisions of Section 187 of the Act to represent such member company at a meeting of the Company, shall not, by reason of such appointment be deemed to be a proxy, and the production at the meeting of a copy of such resolution duly signed by one Director of such member company and certified by him as being a true copy of the resolution shall, on production at the meeting, be accepted by the Company as sufficient evidence of the validity of his appointment. Such a person shall be entitled to exercise the same right and power, including the right to vote by proxy on behalf of the member company, which he represents, as that member company could exercise.

79. Vote in respect of deceased, insane and insolvent members

Any person entitled under the Transmission article to transfer any shares may vote at any General Meeting in respect thereof in the same manner as if he were the registered holder of such shares, provided that forty eight hours at least before the time of holding the meeting or adjourned meeting as the case may be at which he proposes to vote he shall satisfy the Board of his right to transfer such shares, unless the Board shall have previously admitted his right to vote at such meeting in respect thereof. If any member be a lunatic, idiot or non compos mentis, he may vote whether by a show of hands or at a poll by his committee, curator bonis or other legal curator and such last mentioned persons may give their votes by proxy.

80. Joint holders

Where there are joint registered holders of any share any one of such persons may vote at any meeting either personally or by proxy in respect of such share as if he were solely entitled thereto; and if more than one of such joint-holders be present at any meeting either personally or by proxy, that one of the said persons so present whose name stands first on the Register in respect of such share shall alone be entitled to vote in respect thereof Several executors or administrators of a deceased member in whose name any share stands shall for the purpose of this Article be deemed joint-holders thereof.

81. Proxies permitted

On a poll votes may be given either personally or by proxy, or in the case of a body corporate, by a representative duly authorised as aforesaid.

82. Instrument appointing proxy to be in writing

The instrument appointing a proxy shall be in writing under the hand of the appointer or of his Attorney duly authorised in writing or if such appointer is a body corporate be under his

235

common seal or the hand of its Officer or Attorney duly authorised. A proxy who is appointed for a specified meeting only shall be called a Special Proxy. Any other proxy shall be called a General Proxy.

82A. Proxies may be general or special

A person may be appointed a proxy though he is not a member of the Company and every notice convening a meeting of the Company shall state this and that a member entitled to attend and vote at the meeting is entitled to appoint a proxy to attend and vote instead of him.

83. Instrument appointing a Proxy to be deposited at the Office

The instrument appointing a proxy and the Power-of-Attorney or other authority (if any) under which it is signed or a notarially certified copy of that power of authority shall be deposited at the office not less than forty-eight hours before the time for holding the meeting at which the person named in the instrument purports to vote in respect thereof and in default the instrument of proxy shall not be treated as valid.

84. When vote by proxy valid though authority revoked

A vote give in accordance with the terms of an instrument appointing a proxy shall be valid notwithstanding the previous death or insanity of the principal, or revocation of the instrument, or transfer of the share in respect of which the vote is given, provided no intimation in writing of the death, insanity, revocation or transfer of the share shall have been received by the Company at the office before the vote is given. Provided nevertheless that the Chairman of any meeting shall be entitled to require such evidence as he may in his discretion think fit of the due execution of an instrument of proxy and that the same has not been revoked.

85. Restrictions on voting

No member shall be entitled to exercise any voting rights either personally or by proxy at any meeting of the Company in respect of any shares registered in his name on which any calls or other sums presently payable by him have not been paid or in regard to which the Company has and has exercised any right of lien.

86. Admission or rejection of votes

i) Any objection as to the admission or rejection of a vote, either on a show of hands, or on

a poll made in due time, shall be referred to the Chairman who shall forthwith determine the same, and such determination made in good faith shall be final and conclusive.

ii) No objection shall be raised to the qualification of any voter except at the meeting or

adjourned meeting at which the vote objected to is given or tendered and every vote not disallowed at such meeting shall be valid for all purpose.

DIRECTORS

87. Number of Directors

Until otherwise determined by special Resolution the number of the Directors of the company shall not be less than three nor more than twelve.

88. Proportion to retire by rotation

Not less than two-thirds of the total number of Directors shall be persons whose period of office is liable to determination by retirement of Directors by rotation.


236

89. At the date of the adoption of these Articles, the following persons are Directors of

Company:-

1. SRI BADRI PRASAD GUPTA 2. SRI OM PRAKASH GUPTA 3. SRI LALIT KUMAR CHHAWCHHARIA

90. Power of Directors to add to their number

The Directors shall have power at any time and from time to time to appoint any person as a Director as an addition to the Board but so that the total number of Directors shall not at any time exceed the maximum number fixed by these Articles. Any Director so appointed shall hold office only until the next Annual General Meeting of the Company and shall then be eligible for re-election.

91. Qualification of Directors

A Director shall not be required to hold any qualification share.

92. Without Prejudice to the restrictions imposed by section 266 of the Act, a Director who is required to hold qualification shares may Act as Director before acquiring such shares but shall, if he is not already qualified obtain his qualification and every Director other than a technical Director or a Director approved by the State Government shall file with the company a declaration specifying the qualification shares held by him within two months from his appointment as a Director.

93. Directors fees, remuneration and expenses

Unless otherwise determined by the Company in General Meeting, each Director shall be entitled to receive out of the funds for the Company for his services in attending meetings of Sitting Fees the Board a fee of Rs. 5000/- per meeting of the Board attended by him. All other remuneration, if any, payable by the Company to each Director, whether in respect of his services as a Managing Director or a Director in the whole or part time employment of the Company shall be determined in accordance with and subject to the provisions of these Articles and of the Act. The Directors shall be entitled to be paid their reasonable traveling and hotel and other expenses incurred in consequence of their attending at Board and Committee meetings, and otherwise in the execution of their duties as Directors.

94. Remuneration for extra services

Subject to the provisions of the Act, if any Director, being willing shall be called upon to perform extra services or to make any special exertions in going or residing away from the place of his ordinary residence for any of the purposes of the Company or in giving special attention to the business of the Company or as a member of a Committee of the Board then, subject to Sections 198, 309 and 310 of the Act, the Board may remunerate the Director so doing either by a fixed sum or by a percentage of profits or otherwise and such remuneration may be either in addition to or in substitution for any other remuneration to which he may be entitled.

95. Board may act notwithstanding vacancy

The continuing Directors may act notwithstanding any vacancy in their body; but so that if the number falls below the minimum above fixed the Board shall not, except for the purpose of filling vacancies, act so long as the number is below the minimum.

237

96. Vacation of the office of Director

1. The office of a Director shall ipso facto be vacated if :

a) he is found to be of unsound mind by a Court of Competent jurisdiction; or

b) he applies to be adjudicated an insolvent; or

c) he is adjudged an insolvent: or

d) he is convicted by a Court in India of any offence and is sentenced in respect thereof

to imprisonment for not less than six months; or

e) he fails to pay any calls in respect of shares of the Company held by him, whether alone or jointly with others, within six months from the last date fixed for the payment of the call; or

f) he absents himself from three consecutive meetings of the Board or from all meetings

of the Board for a continuous period of three months, whichever is the longer, without obtaining leave of absence from the Board; or

g) he, or any firm of which he is a partner, or any private company of which he is a

director, accepts a loan, or any guarantee or security for a loan, from the Company in contravention of Section 295 of the Act; or

h) he acts in contravention of Section 299 of the Act; or

i) he becomes disqualified by an order of Court under Section 203 of the Act; or

j) he be removed from office in pursuance of Section 284 of the Act; or

k) he notices in writing to the Company he resigns his office; or

l) he or any partner or relative of his, or any firm of which he or his relative is a partner,

or any private company of which he is a director or member, without the previous sanction of the Company accorded by Special Resolution, accepts or holds any office or place of profit under the Company or under any subsidiary of the Company in contravention of Section 314 of the Act.

2. Notwithstanding any matter or thing in sub-clauses (c), (d) and (i) of clause (1), the disqualification referred to in those sub-clauses shall not take effect;

a) for thirty days from the date of adjudication, sentence or order; or

b) where an appeal or petition is preferred within the thirty days aforesaid against the

adjudication, sentence or conviction resulting in the sentence or order, until the expiry of seven days from the date on which such appeal or petition is disposed of; or

c) where within the seven days aforesaid, any further appeal or petition is preferred in respect of the adjudication, sentence, conviction or order, and the appeal or petition, if allowed, would result in the removal of the disqualification, until such further appeal or petition is disposed of.

97. Holding of office or place of profit the company of its subsidiary

Any Director or other person referred to in Section 314 of the, Act, may be appointed to or hold any office or place of profit under the Company or under any subsidiary of the Company in accordance with the provisions of Section 314 of the Act.


238

98. Conditions under which Directors may contract with Company

Subject to the provisions of Section 297 of the Act a Director shall not be disqualified from contracting with Company either as vendor, purchaser or otherwise for goods materials or services or for underwriting the subscription of any shares in or debentures of the Company nor shall any such contract or arrangement entered into by or on behalf of the Company with a relative of such Director, or a firm in which such Director be relative is a partner or with any other partner in such firm or with a private company of which such Director is a member or Director be avoided nor shall any Director so contracting or being such member so interested be liable to account to the Company for any profit realized by any such contract or arrangement by reason of such Director holding office or of the fiduciary relation thereby established.

99. Disclosure of a Director’s interest

Every Director who is in any way, whether directly or indirectly, concerned or interested in a contract or arrangement, entered into or to be entered into, by or on behalf of the Company shall disclose the nature of his concern or interest at a meeting of the Board as required by Section 299 of the Act. A general notice, renewable in the last month of each financial year of the Company, that a Director is a director or a member of any specified body corporate or is a member of any special firm and is to be regarded as concerned or interested in any subsequent contract or arrangement with that body corporate or firm shall be sufficient in closure of concern or interest in relation to any contract or arrangement so made and, after such general notice, it shall not be necessary to give special notice relating to any particular contract or arrangement with such body corporate or firm, provided such general notice is given at a meeting of the Board of the Director concerned takes reasonable steps to secure that it is brought up and read at the first meeting of the Board after it is given.

100. No Director shall, as a Director, take any part in the discussion of, or vote on any contract

or arrangement in which he is in any way, whether directly or indirectly concerned or interested, nor shall his presence count for the purpose of forming a quorum at the time of such discussion or vote. This prohibition shall not apply to (a) any contract or indemnity against any loss which the Directors or any of them may suffer by reason of becoming or being sureties or a surety for the Company; or (b) any contract or arrangement entered into or to be entered into by the company with a public company, or with a private company which is a subsidiary of a public company in which the interest of the Director consists solely in his being a director of such company and the holder of not more then shares of such number or value therein as is requisite to qualify him for appointing as a director thereof, he having been nominated as such director by the Company.

ALTERNATE DIRECTORS

101. Power to appoint Alternate Director

The Board may appoint any person to act as an alternate director for a Director during the latter’s absence for a period of not less than three months from the State in which meetings of the Board are ordinarily held and such appoint shall have effect and such appointee, whilst he holds office as an alternate director, shall be entitled to notice of meetings of the Board and to attend and vote thereat accordingly; but he shall not require any qualification and shall ipso facto vacate office if and when the absent Director returns to the State in which meeting of the Board are ordinarily held or the absent Director vacates office as a Director.

239

PROCEEDINGS OF DIRECTORS

102. Meeting of Directors

The Board shall meet together at least once in every three months for the dispatch of business and may adjourn and otherwise regulate their meetings and proceedings as they think fit. Notice in writing of every meeting of the Board shall be given to every Director for the time being in India, and at his usual address in India to every other Director. Unless otherwise determined from time to time and any time by the consent of all the Directors for the time being in India, meeting of the Board shall take place at the office.

103. Director may summon meeting

A Director may at any time, convene a meeting of the Board.

104. Chairman

The Board may appoint a Chairman of its meetings and determine the period for which he is to hold office. If no such Chairman is appointed or if at any meeting of the Board the Chairman be not present within fifteen minutes after the time appointed for holding the same the Directors present shall choose of their member to be Chairman of same meeting.

105. Quorum

The quorum for a meeting of the Board shall be determined from time to time in accordance with the provisions of Section 287 of the Act. If a quorum shall not be present within fifteen minutes from the time appointed for holding a meeting of the Board, it shall be adjourned until such date and time as the Chairman of the Board shall appoint.

106. Power of quorum

A Meeting of the Board at which a quorum be present shall be competent to exercise all or any of the authorities, powers and discretions by or under these Articles, for the time being vested in or exercisable by the Board.

107. How questions to be decided

Subject to the provisions of Sections 316, 372(4) and 386 of the Act, questions arising at any meeting shall be decided by a majority of votes, and, in case of an equality of votes, the chairman shall have a second or casting vote.

108. Power to appoint Committees and to delegate

The Board, may subject to the provisions of the Act, from time to time and at any time delegate any of its powers to a Committee consisting of such Director or Directors as it thinks fit, and may from time to time revoke such delegation. Any Committee so formed shall in the exercise of the powers so delegated, conform to any regulations that may from time to time be imposed upon it by the Board.

109. Proceedings of Committee

The meetings and proceedings of any such Committee consisting of two or more members shall be governed by the provisions herein contained for regulating the meetings and proceedings of the Board so far as the same are applicable thereto, and are not superseded by any regulations made by the Board under the last preceding Article.


240

110. When acts of a Director valid notwithstanding defective appointment etc.

Acts done by a person a Director shall be valid, notwithstanding that it may afterwards be discovered that his appointment was invalid by reason of any defect or disqualification or has terminated by virtue of any provisions contained in the Act or in these Articles provided that nothing in this article shall be deemed to give validity to acts done by a Director after his appointment has been shown to the Company to be invalid or to have terminated.

111. Resolution without Board Meeting

Save in those cases where a resolution is required by Sections 262, 292, 297, 316, 372 (4) and 386 of the Act, to be passed at a meeting of the Board, a resolution shall be as valid and effectual as if it had been passed at a meeting of the Board or Committee of the Board, as the case may be, duly called and constituted , if a draft thereof in writing is circulated, together with the necessary papers, if any, to all the Directors, or to all the members of the Committee of the Board, as the case may be then in India (not being less in number than the quorum fixed for a meeting of the Board or Committee, as the case may be) and to all other Directors or members of the Committee at their usual address in India, and has been approved by such of them as are then in India or by a majority of such of them, as are entitled to vote on the resolution.

MINUTES

112. Minutes to be made

1. The Board shall cause Minutes to be duly entered in books provided for the purposes;

a) of the names of the Directors present at each meeting of the Board and of any

Committee of the Board and in the case of each resolution passed at the meeting, the names of the Directors if any, dissenting from or not concurring in the resolution;

b) of all orders made by the Board and Committee of the Board;

c) of all appointments of Directors and other officers of the Company and

d) of all proceedings of General Meetings of the Company and of meetings of the Board

and Committee of the Board.

The minutes of each meeting shall contain a fair and correct summary of the proceedings thereat.

Provided that no mater need be included in any such Minutes which the Chairman of the meeting, in his absolute discretion is of opinion;

a) is, or could reasonably be regarded as, defamatory of any person;

b) is irrelevant or immaterial to the proceedings;

c) is detrimental to the interest of the Company.

2. Any such Minutes of any meeting of the Board or of any Committee of the Board or of the

Company in General Meeting if purporting to be signed by the Chairman of such meeting, or by the chairman of the next succeeding meeting, shall be evidence of the matters stated in such Minutes.

241

The Minutes Books of General Meeting of the Company shall be kept at the office and shall be open to inspection by members on business days between the hours of 10.30 A.M. and 12.30 P.M.

POWERS OF DIRECTORS

113. General Power of Company vested in Directors Subject to the provisions of the Act, the control of the Company shall be vested in the Board who shall be entitled to exercise all such powers, and to do all such acts and things as the Company is authorised to exercise and do, provided that the Board shall not exercise any power or do any act or thing which is directed or required, whether by the Act or any other statute or by the Memorandum of the Company or by these Articles or otherwise, to be exercised or done by the Company in General Meeting, Provided further that in exercising any such power or doing any such act or thing, the Board shall be subject to the provisions in that behalf contained in the Act or any other statute or in the Memorandum of the Company or in these Articles or in any regulations not inconsistent therewith and duly made thereunder, including regulation made by the Company in General Meeting, but no regulation made by the Company in General Meeting shall invalidate any prior act of the Board which would have been valid in that regulation had not been made;

MANAGING DIRECTORS

114. Power to appoint Managing Director

Subject to the provisions of the Act, the Board may from time to time appoint one or more Directors to be Managing Director or Managing Directors of the Company either for a fixed term not exceeding for a period of five years for which or they is or are to hold such office and may from time to time (subject to the provisions of any contract between him or them and the Company) remove or dismiss him or them from office appoint another or others in his or their place or places.

115. To what provisions Shall be subject.

A Managing Director shall (subject to the provisions of any contract between him and the Company) be subject to the same provisions as to resignation and removal as the other Directors, and he shall, ipso facto and immediately, cease to be a Managing Director if he ceases to hold the office of Director from any cause.

116. Remuneration of Managing Director

Subject to the provisions of the Act, a Managing Director shall, receive such remuneration as may from time to time be sanctioned by the Company.

117. Powers of Managing Director

Subject to the provisions of the Act in particular to the prohibitions and restrictions contained in Section 292 thereof the Board may from time to time entrust to and confer upon a Managing Director for the time being such of the powers exercisable under these presents by the Directors s they may think fit, and may confer such powers for such time, and to be exercised for such objects and purposes, and such terms and conditions and with such restrictions as they think fit; and they may confer such powers, either collaterally with, or the exclusion of, and in substitution for all or any of the powers of the Directors in that behalf; and may from time to time revoke, withdraw, alter or vary all or any of such powers.


242

THE SEAL

118. Custody of Seal

The Board shall provide for the safe custody of the Seal and the Seal shall never be used except by the authority previously given of the Board or a committee of the Board authorized by the Board in that behalf and one Director at least and the Secretary of the Company if any shall sign every instrument to which the seal is affixed provided nevertheless, that any instrument bearing the Seal of the Company and issue for valuable consideration shall be binding on the Company notwithstanding any irregularity touching the authority of the Board to issue the same.

ANNUAL RETURNS

119. Annual Returns

The Company shall comply with the provisions of Sections 159 and 161 of the Act as to the making of Annual Returns.

DIVIDENDS AND RESERVES

120. Declaration of Dividends

Subject to the provisions of the Act, the Company in General Meeting may declare dividends, but no dividend shall exceed the amount recommended by the Board.

121. Interim dividend

The Board may from time to time pay to the members such interim dividends as appear to it to be justified by the profits of the Company.

122. Setting aside reserve out of profits

1. Subject to the provisions of the Act, the Board may, before recommending any dividend,

set aside out of the profits of the Company such sums as it thinks proper as reserve or reserves which shall, at the discretion of the Board be applicable for any purpose to which the profits of the Company may be properly applied, including provisions for meeting contingencies or for equalizing dividends; and pending such application, may, at the like discretion, either be employed in the business of the Company as the Board may, from time to time, think fit.

2. The Board may also carry forward any profits which it may think prudent not to divide,

without setting them aside as a reserve.

123. Calculation of dividends

1. Subject to the rights of persons, if any, entitled to share with special rights as to

dividends, all dividends shall be declared and paid according to the amounts paid or credited as paid on the shares in respect whereof the dividend is paid, but if and so long as nothing is paid, upon any of the shares in Company, dividends may be declared and paid according to the amounts of the shares.

2. No amount paid or credited as paid on a share in advance of calls shall be treated for the

purpose of this regulation as paid on the share.

3. All dividends shall be appointed and paid proportionately to the amounts paid or credited as paid on the shares during any portion or portions of the period in respect of which the

243

dividend is paid; but if any share is issued on terms providing that it shall rank for dividend as from a particular date such share shall rank for dividend accordingly.

124. Deduction of calls etc. from dividend

The Board may deduct from any dividend payable to any member all sums of money, if any, presently payable by him to the company on account of calls or otherwise in relation to the shares of the Company.

125. Payment of dividend or bonus by distribution of specific assets

1. Any general meeting declaring a dividend or bonus may direct payment of such dividend

or bonus, wholly or partly, by the distribution of specific assets, and the Board shall give effect to the resolution of the meeting.

2. Where any difficulty arises in regard to such distribution, the Board may settle the same

as it thinks expedient, and in particular may issue fractional certificates and fix the value for distribution of such specific assets or any part thereof and may determine that cash payments shall be made to any members upon the footing of the value so fixed in order to adjust the rights of all parties and may vest any such specific assets in trustees as may seem expedient to the Board.

126. Payment of dividend by cheque or warrant

1. Any dividend, interest or other moneys payable in cash in respect of shares may be paid

by cheque or warrant sent through the post directed to the registered address of the holder or, in the case of joint-holders; to the registered address of that one of the joint holders ho is first named on the register of members, or to such person and to such address as he holder or joint holders may in writing direct.

2. Every such cheque or warrant shall be made payable to the order of the person to whom

it is sent.

127. Receipts in case of joint-holders

Any one of two or more joint holders of a share may give effectual receipts for any dividends, bonuses or other moneys payable in respect of such share.

128. Notice of declaration of dividend

Notice of any dividend that may have been declared shall be given to the persons entitled to share therein in the manner mentioned in the Act. No unclaimed or unpaid dividend shall be forfeited by the Board and the company shall comply with all the provisions of section 205 A of the Act in respect of any unclaimed or unpaid dividend.

129. Dividends not to bear interest

No dividend shall bear interest against the Company.

INSPECTION

130. Inspection of accounts and books

1. The Board shall from time to time determine whether and to what extent and at what

times and places and under what conditions or regulations, the accounts and books of the company, or any of them, shall be opened to the inspection of members not being Directors.


244

2. No member (not being a Director) shall have any right of inspecting any account or book or document of the Company except as conferred by law or authorised by the Board or by the Company in general meeting.

CAPITALISATION ON PROFITS

131. Capitalisation on profits and distribution thereof

1. The Company in general meeting may, upon the recommendation of the Board, resolve;

a. that it is desirable to capitalize any part of the amount for the time being standing to the credit of any of the Company’s reserve accounts, or to the credit of the profit and loss account, or otherwise available for distribution; and

b. that such sum be accordingly set for distribution in the manner specified in clause (2)

amongst the members who would have been entitled thereto, if distributed by way of dividend and in the same proportions.

2. The sum aforesaid shall not be paid in cash but shall be applied, subject to the provisions

contained in clause (3), either in or towards;

i) paying up any amounts for the time being unpaid on any shares held by such members respectively;

ii) paying up in full, unissued shares or debentures of the company to be allotted and

distributed, credited as fully paid up, to and amongst such members in the proportion aforesaid;

iii) partly in the way specified in sub-clause (i) and partly in that specified in sub-clause

3. a share premium account and a capital redemption reserve fund may, for the purpose of

this regulation, only be applied in the paying up of unissued shares to be issued to members of the Company as fully paid bonus shares.

4. The Board shall give effect to the resolution passed by the Company in pursuance of this

regulation.

132. Appropriations, application and allotments of capitalized profits

1. Whenever such a resolution as aforesaid shall have been passed, the Board shall;

a. make all appropriations and application of the undivided profits resolved to be capitalized

thereby and all allotments and issues of fully paid shares or debentures, if any; and

b. generally do all acts and things required to give effect thereto.

2. The Board shall have full power:

a. to make such provisions, by the issue of fractional certificates or by payment in cash or otherwise as it thinks fit, for the case of shares or debentures becoming distributable in fractions; and also.

b. to authorise any person to enter, on behalf of all the members entitled thereto, into an

agreement with the Company providing for the allotment to them respectively, credited as fully paid up, of any further shares or debentures to which they may be entitled upon such capitalization, or (as the case may require) for the payment by the Company on their behalf, by the application thereto of their respective proportions of the profits resolved to be capitalized of the amounts or any part of the amounts remaining unpaid on their existing shares.

245

3. Any agreement made under such authority shall be effective and binding on all such

members.

BOOKS AND DOCUMENTS

133. Books of Accounts to be preserved

The books of accounts of the Company relating to a period of not less than eight years immediately preceeding the current year together with the vouchers relevant to any entry in such books of account shall be preserved in good order.

134. Where to be kept

The books of accounts shall be kept at the office or at such other place in India as the Board think fit and shall be open to inspection by any Director during business hours.

135. Inspection of members

The Board shall from time to time determine whether and to what extent and at what times and places, and under what conditions or regulations, the books of accounts and books and documents other than those referred to in Articles 130 (2) shall be open to the inspection of the members not being Directors; and to member (not being a Director) shall have any right of inspecting any books of accounts or book or document of the Company except as conferred by law or authorised by the Board or by the Company in General Meeting.

136. Profit & Loss Account and Balance Sheet

At every Annual General Meeting the Board shall lay before the Company a Balance Sheet and Profit & Loss Account made up in accordance with the provisions of Section 210 of the Act and such Balance Sheet and Profit and Loss Account shall comply with the requirements of Sections 210, 211, 212, 215 and 216 and Schedule VI to the Act so far as they are applicable to the Company, but, save as aforesaid, the Board shall not be bound to disclose greater details of the result or extent of the trading and transactions of the Company than they may deem expedient.

137. Annual Report of Directors

There shall be attached to every Balance Sheet laid before the Company a report by the Board complying with Section 217 of the Act.

138. Copies to be sent to members and others

A copy of very Balance Sheet (including the Profit and Loss Account, the Auditors Report and every document required by law to be annexed or attached to the Balance Sheet) shall, as provided by Section 219 of the Act, not less than twenty one days before the meeting be sent to every such member, debenture-holder, trustee and other person to whom the same is required to be sent by the section.

139. Copies of Balance Sheets etc. to be filed

The Company shall comply with Section 220 of the Act as to filing copies of the Balance Sheet with the Registrar.


246

SERVICE OF NOTICE AND DOCUMENTS

140. How notices to be served on members

1. A notice or other document may be given by the Company to any member either

personally or by sending it by post to him to his registered address or (if he has no registered address in India) to the address, if any, within India supplied by him to the Company for the giving of notice to him.

2. Where a notice or other document is sent by post:

a. service thereof shall be deemed to be effected by properly addressing prepaying and

posting a letter containing the notice or document, provided that where a member has intimated to the Company in advance that notices or documents should be sent to him under a certificate of posting or by registered post with or without acknowledgement due and has deposited with the Company a sufficient sum to defray the expenses of doing so, service of the notice or document shall not be deemed to be effected unless it is sent in the manner intimated by the members; and

b. Unless the contrary is proved, such service shall be deemed to have been effected—

i) in the case of a meeting at the expiration of forth-eight hours after the letter

containing the same is posted, and

ii) in any other case, at the time at which the letter would be delivered in the ordinary course of post.

141. Notices to members who have not supplied address

A notices or other document advertised in a newspaper circulating in the neighbourhood of the Office shall be deemed to be duly served on the day on which the advertisement appears on every member of the Company who has no registered address in India and has not supplied to the Company an address within India for the giving of notice to him. Any member who has no registered address in India shall, if so required to do by the Company, supply the Company with an address in India for the giving of notice to him.

142. Notices to members who have not supplied address

A notice or other document may be served by the Company on the joint-holders of a share by giving the notice to the joint-holder named first in the Register in respect of the share.

143. Notice to persons entitled by transmission

A notice or other document may be served by the Company on the persons entitled to a share in consequence of the death or insolvency of a member by sending it through the post in a prepaid letter addressed to them by name, or by the title or representatives of the deceased, or assignee of the insolvent or by any like description, at the address in India supplied for the purpose by the persons claiming to be so entitled, or until such an address has been so supplied, by giving the notice in any manner in which the same might have been given if the death or insolvency had not occurred.

144. When notice may be given by advertisement

Any notice required to be given by the Company to the members or any of them and not expressly provided for the these Articles or by the Act shall be sufficiently given by advertisement.

247

145. How to be advertised

Any notice required to be or which may be given by advertisement shall be advertised once in one or more newspapers circulating in the neighbourhood of the Office.

146. When notice by advertisement deemed to be served

Any notice given by advertisement shall be deemed to have been given on the day on which the advertisement shall first appear.

147. Transferee, etc, bound by prior notices

Every person who by operation of law, transfer or other means whatsoever shall become entitled to any share shall be bound by every notice in respect of such share which previously to his name and address being entered on the Register shall be duly given to the person from whom he derives his title to such share.

148. Notice valid though member deceased

Subject to the provisions of Article 46 any notice or document delivered or sent by post to or left at the registered address of any member in pursuance of these Articles shall; notwithstanding such member be then deceased and whether or not the Company have notice of his decease, be deemed to have been duly served in respect of any registered shares, whether held solely or jointly with other persons by such member, until some other person be registered in his stead as the holder or joint-holder thereof and such service shall for all purposes of these presents be deemed a sufficient service of such notice or document on his or her heirs; executors or administrators and all persons if any jointly interested with him or her in any such shares.

149. Service of process in winding up

Subject to the provisions of Sections 497 and 509 of the Act, in the event of a winding up of the Company, every member of the Company who is not for the time being in the neighbourhood of the Office shall be bound within eight weeks after the passing of an effective resolution to wind up the Company voluntarily or the making of an order of the winding-up of the Company to serve notice in writing on the Company appointing some householder residing in the neighbourhood of the Office upon whom all summonses, notices, process, orders and judgments in relation to or under the winding-up of the Company may be served and in default of such nomination the Liquidator of the Company shall be at liberty on behalf on such member to appoint some such person and service upon any such appointee whether appointed by the member or the Liquidator shall be deemed to be good personal service on such member for all purposes, and where the Liquidator makes any such appointment he shall with all convenient speed give notice thereof to such member by advertisement in some daily newspapers circulating in the neighbourhood of Office or by a registered letter sent by post and addressed to such member at his address as registered in the Register and such notice shall be deemed to be served on the day on which the advertisement appears or the letter would be delivered in the ordinary course of the post. The provisions of this article shall not prejudice the right of the Liquidator of the Company to serve any notice or other document in any other manner prescribed by these Articles.

RECONSTRUCTION

150. Reconstruction

On any sale of the undertaking of the Company the Board or the Liquidator on a winding-up may, if authorised by a Special Resolution accept fully paid or partly paid up shares, debentures or securities of any other company, whether incorporated in India or not either then existing or to be formed for the purchase in whole or in part of the property of the


248

Company, and the Board (if the profits of the Company permit) or the Liquidators (in a winding-up) may distribute such shares or securities, or any other property of the Company amongst the members without realization, or vest the same in trustees for them, and any Special Resolution may provide for the distribution or appropriation of the cash, shares or other securities, benefit or property, otherwise than in accordance with the strict legal rights of the members or contributories of the Company, and for the valuation of any such securities or property at such price and in such manner as the meeting may approve and all holders of shares shall be bound to accept and shall be bound by any valuation or distribution so authorised, and waive all rights in relation thereto, save only in case the Company is proposed to be or is in the course of being wound up such statutory rights (if any) under Section 494 of the Act as are incapable of being varied or excluded by these Articles.

SECRECY

151. Secrecy

Every Director, Manager, Secretary, Trustee for the Company, its members or debentureholders, member of a committee, officer, servant, agent, accountant, or other person employed in or about the business of the Company shall, if so required by the Board before entering upon his duties, sign a declaration pledging himself to observe a strict secrecy respecting all transactions of the Company with its customers and the state of accounts with individuals and in matters which may come to his knowledge in the discharge of his duties except when required so to do by the Board or by any meeting or by a Court of law and except so far as may be necessary in order to comply with any of the provisions in these Articles contained.

152. No share-holder to enter the premises of the Company without permission

No member or other person (not being a Director) shall be entitled to enter upon the property of the Company or to inspect or examine the Company’s premises or properties of the Company without the permission of the Board or subject to Article 153 to require discovery of or any information respecting any detail of the trading of the Company or any matter which is or may be the nature of a trade secret, mystery of trade, or secret process of any matter whatsoever which may relate to the conduct of the business of the Company and which in the opinion of the Board it will be inexpedient in the interest of the members of the Company to communicate.

WINDING—UP

153. If the Company shall be wound-up and assets available for distribution among the members

as such shall be insufficient to repay the whole of the paid up capital such assets shall be distributed so that as nearly as may be the losses shall be borne by the members in proportion to the capital paid up or which ought to have been paid up the commencement of the windingup on the shares held by them respectively. And if in winding-up the assets available for distribution among the members shall be more than sufficient to repay the whole of the capital paid up at the commencement of the winding-up, the excess shall be distributed amongst the members in proportion to the capital at the commencement of the winding-up paid up or which ought to have been paid up on the shares held by them respectively. But this article is to be without prejudice to the rights of the holders of shares issued upon special terms and conditions.

154. If the Company shall be wound up, whether voluntarily or otherwise, the Liquidators may,

with the sanction of a Special Resolution, divide among the contributories, in specie or kind, any part of the assets of the Company and may, with the like sanction, vest any part of the assets of the Company in Trustees upon such trusts for the benefit of the contributories or any of them as the Liquidators, with the like sanction, shall think fit.

249

INDEMNITY

155. Every Director, Manager, Secretary or Officer of the Company or any person (whether an officer of the Company or not) employed by the Company as Auditor shall be indemnified out of the funds of the Company against all liabilities incurred by him as such Director, Manager, Secretary or Officer or Auditor in defending and proceedings, whether civil or criminal, in which judgement is given in his favour, or in which he is acquitted, or in connection with any application under Section 633 of the Act in which relief is granted to him by the Court.


250

SECTION – J. OTHER INFORMATION

I. MATERIAL CONTRACTS AND DOCUMENTS FOR INSPECTION

The following contracts (not being contracts entered into the ordinary course of business carried on by the Company), which are or may be deemed material have been entered or are to be entered into by the Company. Copies of these contracts and also the documents referred to hereunder will be delivered to BSE (Designated Stock Exchange). These documents may be inspected at the Registered Office of the Company at “5F, Everest, 46/C, Chowringhee Road, Kolkata-700071 from 11:00 am to 2:00 pm on all working days, from the date of this Letter of Offer until the date of closure of the Subscription List.

Material Contracts

1. Memorandum of Understanding entered into between the Issuer Company, Ashiana Housing Limited and VC Corporate Advisors Pvt. Ltd., Lead Manager to the Issue dated [*]

2. Tripartite agreement entered between the Company, Central Depository Services (India)

Limited and Beetal Financial & Computer Services (P) Ltd.dated 26th April 2001. 3. Tripartite agreement entered between the Company, National Security Depository Limited and

Beetal Financial & Computer Services (P) Ltd. dated 23rd April 2001. 4. Copy of Memorandum of Understanding dated [*] between the Company and Beetal Financial

& Computer Services (p) Ltd., Registrar to the Rights Issue for the proposed rights issue. Material Documents for Inspection

1. Memorandum and Articles of Association of the Company 2. Certificate of Incorporation dated 25th June, 1986 of the Company 3. Resolution passed by the Board of Directors of the Company at their meeting held on 2nd April

2009 authorizing the proposed Rights Issue. 4. Resolution passed by the Members at the Extra Ordinary General Meeting held on 2nd May

2009 authorizing the proposed Rights Issue. 5. Consents from Directors, Auditors, Bankers to the Company, Lead Manager to the Issue,

Registrar to the Issue and Legal Advisors to the Issue and Compliance Officer. 6. Annual Reports of the Issuer Company for the last five years and promoter Group Companies

for last 3 years. 7. Audited Report by the Statutory Auditors, M/s B. Chhawchharia & Co. dated 6th June 2009 in

respect of both Standalone and Consolidated restated financial information for the five year ended 31st March 2009 as given in the Letter of Offer.

8. Copy of the Certificate from the Statutory Auditors, M/s B. Chhawchharia & Co, Chartered

Accountants dated 6th June 2009 regarding tax benefits. 9. Copy of the Certificate from the M/s. B. Chhawchharia & Co., Chartered Accountants, dated

23rd June 2009 regarding the sources and deployment of funds as on [*].

251

10. Resolution approving the present terms of employment and remunaration between the Company and the Managing Director, Joint Managing Director & Whole Time Directors as approved by the Board.

11. Letter of intent dated 04.07.2009 for the subscription to rights entitlement and unsubscribed

portion, received from the promoters. 12. Copy of Initial Listing Application made to BSE. 13. In-principal approvals dated [*] from BSE for listing of the securities offered to this issue. 14. Due Diligence Certificate dated [*] to SEBI from the Lead Manager, VC Corporate Advisors

Private Limited. 15. Copy of SEBI Observation Letter No. [*] dtd. [*}.


252

2. DECLARATION

We, hereby declare that, all the relevant provisions of the Companies Act, 1956, and the guidelines issued by the Government of India or the guidelines issued by the Securities and Exchange Board of India, as the case may be, have been complied with and no statements made in this Draft Letter of Offer contravenes any of the provisions of the Companies Act, 1956 and the rules made thereunder. All the legal requirements connected with the said Issue as also the guidelines, instructions, etc. issued by SEBI, Government and any other competent authority in this behalf have been duly complied with. Yours faithfully For Ashiana Housing Limited

Name: Mr. Om Prakash Gupta

Designation: Managing Director

Name: Mr. Vishal Gupta Designation: Joint Managing Director

Name: Mr. Ashok Kumar Mattoo

Designation: Independent Director

Name: Mr. Abhishek Dalmiya

Designation: Independent Director

Name: Mr. Ankur Gupta

Designation: Whole Time Director Name: Mr. Varun Gupta

Designation: Whole Time Director

Name: Mr. Lalit Kumar Chhawchharia

Designation: Independent Director Name: Mrs. Sonal Mattoo

Designation: Independent Director Name: Mr. Bhagwan Kumar

Designation – Company Secretary & Compliance Officer

Name: Mr. Manojit Sengupta

Designation: GM- Finance & Accounts

Place: NEW DELHI

Date : 04.07.2009