There have been no governmental, legal or arbitration proceedings (including any such proceedings which are pending or threatened of which the Company is aware), litigation, suits, criminal or civil prosecutions, proceedings or tax liabilities against our Company, our Directors or our Promoters. Except as stated below there are nothere are no defaults, non- payment of statutory dues, overdues to banks/financial institutions/small scale undertaking(s), defaults against banks/financial institutions/small scale undertaking(s), defaults in dues payable to holders of any debentures, bonds or fixed deposits or arrears on preference shares issued by our Company, our Directors or our Promoter, no disciplinary action has been taken by SEBI or any stock exchanges against Company, our Directors, our Promoters, Group Entities, our Subsidiaries that would result in a material adverse effect on our consolidated business taken as a whole.
Further, except as disclosed hereunder our Company, our Directors, our Promoters have not been declared as wilful defaulters by the RBI or any government authority and there have been no violations of securities laws in the past or pending against them.
Outstanding litigation involving our Company A. Pending litigation against our Company Nil
B. Pending litigation against by our Company Nil
C. Details of past cases in which penalties were imposed on our Company by the authorities concerned Penalty under the Maharashtra Value Added Tax Act, 2002
The Company received a notice dated 10th November, 2009 for non-filing of returns for the period October 1, 2008 to March 31, 2009 as prescribed under Section 20 of the Maharashtra Value Added Tax Act, 2002. Subsequently a penalty of ` 5,000/- under Section 29(8) of the Maharashtra Value Added Tax Act, 2002 was levied vide notice dated 26th February, 2010 by the Sales Tax Department. The requisite returns were filed and the penalty was paid on April 19, 2010.
D. Proceedings initiated against our Company for economic offences
There are no proceedings initiated against our Company for any economic offences
E. Adverse findings against our company as regards compliance with the securities laws
147
F. Outstanding dues to small scale undertaking(s) or any other creditors
The name(s) of the small scale undertaking(s) or any other creditors to whom our Company owes a sum exceeding ` 1 lakh which is outstanding more than thirty days as on December 23, 2010, are as under :
Sr. No. Name of Party Particulars Amount (`)
1 Hansa Rahul Patel Rent 257,193
2 Jayshree Ramesh Patel Rent 167,737
3 Karsan Mavji Patel Rent 257,203
4 Premila Amrut Patel Rent 167,737
5 Bhagwati Shantilal Patel Rent 120,611
6 Usha Ramesh Patel Rent 120,613
7 Velji Hansraj Patel Rent 120,614
8 Vimal Navin Patel Rent 120,611
9 Axis Software Pvt. Ltd. Purchase of Time Attendance Machine 148,342 Total 1,480,661
Outstanding litigation involving our Promoters and group companies A. Pending litigation against our Promoters/group companies Nil
B. Non-payment of Statutory dues by promoters
Some of our promoters have outstanding undisputed income tax liability to be paid, in respect of past financial years, the details of which are as under (as on December 22, 2010) :
(Amount in `)
Name AY 2007-08 AY 2008-09 AY 2009-10 AY 2010-11 TOTAL
Mr. Rajesh C. Rathod 2,94,040 4,48,290 8,13,240 6,04,810 21,60,380
Mr. Yogesh C. Rathod - - 5,20,820 - 5,20,820
Mr. Vijay C. Rathod - - 3,12,240 2,64,670 5,76,910
C. Pending litigation against by our Promoters/group companies Nil
D. Details of past cases in which penalties were imposed on our promoters/group companies by the authorities concerned
Nil
Outstanding litigation involving our Directors Nil
Material developments occurring after the last Balance Sheet date
Except as disclosed in the Section title “Management Discussion and Analysis of Financial Conditions and Result of Operations” on Page No. 141, there are no material developments which would affect the business and operations of our Company.
Adverse Events
There has been no adverse event affecting the operations of our company, occurring within one year prior to the date of filing of the Draft Red Herring Prospectus with SEBI.
148 GOVERNMENT AND OTHER STATUTORY APPROVALS
In view of the approvals listed below, we can undertake this Issue and our current business activities and no further major approvals from any governmental or regulatory authority or any other entity are required to be undertakenin respect of the Issue or continue our business activities. Unless otherwise stated, these approvals are all valid as of the date of this Draft Red Herring Prospectus.
We have received the necessary consents, licenses, permissions and approvals from the Government and various governmental agencies required for our present business and except as mentioned below, no further major approvals are required for carrying on our present business.
Approvals related to the Issue
1. In Principle approval dated [●] from the NSE. 2. In Principle approval dated [●] from the BSE.
A. Company specific approvals
1. Certificate of incorporation for our Company, issued by the Assistant Registrar of Companies, Maharashtra at Mumbai certifying that NetAlter Software Limited was incorporated under the Companies Act, 1956 as a public limited company on May 13, 2005. The Corporate Identity number (CIN) of our Company is U72200MH2005PLC153295.
2. Certificate of Commencement of Business for our Company, issued on June 1, 2005 by the Assistant Registrar of Companies, Maharashtra at Mumbai Mumbai, bearing certificate number 11-153295 certifying that NetAlter Software Limited is entitled to commence business.
B. Taxation related approvals and licenses
1. Our Company has obtained registration under the Maharashtra Value Added Tax Act, 2002, bearing VAT TIN number 27490586868V with effect from 23rd January, 2007.
2. Our Company has been allotted Service Tax registration number AACCN1053BSD001 by the office of the Deputy Commissioner of Central Excise: Service Tax, Mumbai-IV.
3. Our Company has obtained registration under Section 5(1) of the Maharashtra State Tax on Professions, Trades, Callings and Employments Act, 1975 and has been allotted registration number PT/R/1/1/35/4270 by the concerned authority in Mumbai with effect from January 29, 2007.
4. Our Company has obtained enrolment under Section 5(2) or 5(2A) of the Maharashtra State Tax on Professions, Trades, Callings and Employments Act, 1975 and has been allotted Professional Tax Code number PT/E/1/1/35/18/855 vide Certificate of Enrolment by the concerned authority in Mumbai with effect from January 23, 2007.
C. Labour law registration
1. Our Company’s establishment has been brought within the purview of Employees’ Provident Fund and Miscellaneous provisions Act, 1952 vide allotment of code number M.H/THN/203257. Our Company’s establishment has been classified as an establishment engaged in manufacture, marketing, servicing and usage of a computer with effect from April 5, 2010.
D. General approvals
1. Our Company has also been granted IEC Number 0305030477 vide Certificate of Importer – Exporter Code (IEC) dated 22nd July, 2005.
149 2. Our Company has obtained PAN being AACCN1053B from the Income Tax Department, Government of
India.
3. Our Company has obtained Tax Deduction Account Number (TAN) beimg MUMN12692B by Income Tax Authority which was confirmed on September 23, 2009.
E. Municipal approvals
Our Company has obtained Registration Certificate of Establishment, bearing Registration Number 760040557 by the Inspector under the Bombay Shops and Establishment Act,1948 with effect from March 1, 2008.
F. Registration of foreign branches
Our Company does not have any braches outside India.
G. Miscellaneous approvals
Our Company has entered into an agreement with NSDL dated 24th July, 2007 for the purpose of admission of Equity Shares of the Company into NSDL.
Our Company has entered into an agreement with CDSL dated 17th July, 2008 for the purpose of admission of Equity Shares of the Companyinto CDSL.
H. Pending applications
Our Company has been granted the Service Tax registration number by the office of the Deputy Commissioner of Central Excise, Service Tax, but it has not yet not been granted the Certificate of Registration.
150 OTHER REGULATORY AND STATUTORY DISCLOSURES
Authority for the Issue Authority from our Company
The Issue has been authorised by a resolution of the Board dated June 22, 2010. The shareholders have authorised the Issue by a special resolution passed pursuant to Section 81(1A) of the Companies Act at the Annual General Meeting of our Company held on July 29, 2010.
Prohibition by SEBI
Neither our Company nor our Promoters, Promoter Group, Directors, persons in control of our Company are debarred from accessing the capital market under any order or directions made by SEBI.
Neither our Promoters, Directors nor persons in control of our Company was or also is a Promoter, Director or person in control of any other company which is debarred from accessing the capital market under any order or directions made by SEBI.
None of our Directors are associated with the securities market in any manner.
Current and Past Directorships
None of the Directors of our Company currently hold any Directorship in any listed company whose shares have been / were suspended from being traded on the Bombay Stock Exchange Limited / National Stock Exchange of India Limited during the past 5 years. None of the Directors of our Company have held any Directorship in the past in any listed company whose shares were suspended from being traded on the Bombay Stock Exchange Limited / National Stock Exchange of India Limited during the past 5 years.
None of the Directors of our Company currently hold any Directorship in any listed company which has been delisted from any stock exchange. None of the Directors of our Company have held any Directorship in the past in any listed company which has been delisted from any stock exchange.
Prohibition by RBI
Our Company, our Directors, Promoters, the Promoter Group/Group Company and companies in which the Directors are Directors have not been declared as wilful defaulters by RBI or any other governmental authorities. Eligibility for the Issue
Our Company is eligible for the Issue in accordance with Regulation 26(2) of the SEBI ICDR Regulations and the issuer undertakes to make the Issue through Book Building Process in accordance with SEBI ICDR Regulations Further, our Company shall ensure that the number of prospective allottees to whom the Equity Shares will be allotted shall not be less than 1,000; otherwise the entire application money will be refunded forthwith. In case of delay, if any, in refund our Company shall pay interest on the application money at the rate of 15% per annum for the period of delay.
This Issue is being made in compliance with Rule 19(2)(b) of SCRR wherein not less than 25% of the Post Issue Paid up Capital shall be offered for subscription to the public through Red Herring Prospectus.
151 Disclaimer Clause of SEBI
IT IS TO BE DISTINCTLY UNDERSTOOD THAT SUBMISSION OF THE DRAFT RED HERRING