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3. Capítulo 3: Marco de Diseño

3.15 Aspectos éticos

(1) Change in the name of the company:

The company has changed its name as from Angoora Wool Combers Pvt Ltd to Ram Sahay Wool Combers Pvt. Ltd. on 02.12.1986, then to Tara Feed Pvt Ltd on 02.09.2004, then to Tara Feed Limited on 05.102005, then to Tara Olive India Limited on 11.06.2008 and then to Tara Health Foods Limited 24.11.2008.

(2) Changes in the Paid up Capital Further Issue of Shares:

The Board of Directors at their meetings held, as given below, approved further issuance of equity shares at premium specified below.

FY ended Date of Board

meeting

Equity shares allotted

Face Value (per share) Premium (per share) 31/03/2005 - - - 31/03/2006 25/03/2006 1,32,050 100 - 31/03/2007 25/03/2007 3,75,000 100 -

Tara Health Foods Limited 147 31/03/2007 31/03/2007 1,25,000 100 31/03/2008 05/10/2007 70,100 100 700 31/03/2008 12/10/2007 32,175 100 700 31/03/2008 19/10/2007 6,625 100 700 31/03/2008 15/02/2008 91,100 100 700 31/03/2009 15/10/2008 5,20,000* 10 60* 31/03/2010 07/08/2009 10,824,000** 10 - 31/03/2010 08/08/2009 200,000 10 190

* Bonus shares in the ratio of 12 equity shares for every 10 equity shares held.

** The face value of the share were split from Rs.100/- per share to Rs.10/- per share on October 14, 2008

(3) Material Development subsequent to last financial statement dated 31.03.2009

No circumstances have arisen since the date of the last financial statement until the date of filing of this Red Herring Prospectus with SEBI, which materially and adversely affect or is likely to affect the operations or profitability of our Company, or value of its assets, or its ability to pay its liability within next twelve months excepting as detailed below:

(a) Bonus issue

The Board of Directors at their meeting held on 7th August 2009, approved the issuance of 10,824,000

equity shares of Rs. 10/- each as Bonus shares in the ratio of twelve shares for every 10 shares held as on 6th August 2009. The Bonus shares were issued by capitalizing the free reserves of the company.

(b) Preferential Allotment

The Board of Directors at their meeting held on 8th August 2009, approved the allotment of 200,000 equity shares of Rs.10/- each at a premium of Rs.190/- per share as preferential allotment

(c) Fresh Working Capital Limits from Bank

The Consortium of Banks has enhanced Fund/Non-Fund Based Working Capital Limits upto Rs. 1440.00 Mn. And same has been secured as a first and exclusive charge over all the Current assets of the Company present and future. It is further secured by second charge over the Fixed assets of the company and Personal Guarantee of Promoter Directors namely Sh. Balwant Singh, Sh. Jaswant Singh and Sh. Tejinder Singh. In addition to these limits of Rs. 900.00 Mn. have been sanctioned against stocks pledged under lock and key.

(d) Purchase of Industrial Land

The company has purchased 234,235.599 sq. mtrs of land located at Industrial Focal Point, Malerkotla, District Sangrur, Punjab for its expansion plans in the foreseeable future.

Tara Health Foods Limited 148 Annexure VI

Statement of Investments, as restated

(Rs. in Million) As at 31st March As at PARTICULARS 2005 2006 2007 2008 2009 31.12.09 Investments - - - - - - - Total - - - - - -

Tara Health Foods Limited 149 Annexure VII

Statement of Sundry Debtors, as restated

(Rs. in Million)

As at 31st March As at

PARTICULARS

2005 2006 2007 2008 2009 31.12.09

(Un secured, considered good)

For a period exceeding six months 0.00 0.00 0.00 4.29 4.12 8.31

For a period less than six months 0.00 14.21 60.83 205.77 219.66 660.81*

Less : Provision for Doubtful debts 0.00 0.00 0.00 0.00 0.00 2.36

Total 0.00 14.21 60.83 210.06 223.78 666.76

Note:

Tara Health Foods Limited 150 Annexure VIII

Statement of Loans and Advances, as restated

(Rs. in Million)

As at 31st March As at

PARTICULARS

2005 2006 2007 2008 2009 31.12.09

(Unsecured, considered good)

Advances recoverable in cash for the which value to be received

- To Group Companies 2.47 0.60 0.00 0.00 0.00 0.00

- To Key Managerial Personnel 0.00 0.00 0.00 0.18 0.05 0.00

Capital Advances 3.70 1.70 0.83 0.00 3.47 70.00 Advances to suppliers 2.15 3.14 2.98 51.29 15.95 19.62 Others 0.00 0.04 0.44 1.26 1.02 19.67 Deposits - Security Deposits 0.08 0.41 2.88 3.64 3.89 4.41 Taxes Paid 0.00 0.00 0.10 0.07 0.12 10.17 Total 8.40 5.89 7.23 56.44 24.50 123.87

Tara Health Foods Limited 151 Annexure IX

Statement of Secured Loans, as restated

(Rs. in Million) As at 31st March As at PARTICULARS 2005 2006 2007 2008 2009 31.12.09 Term Loans 3.03 6.69 50.03 238.94 213.61 332.71 Cash Credits 0.21 28.61 86.33 219.80 721.44 1,064.73 Vehicles Loans 1.43 4.35 11.54 23.51 10.74 4.42 Total 4.67 39.65 147.90 482.25 945.79 1401.86

Key terms of the secured loan(s) are as follows: Name of the

Bank Loan Facility Type of the Amount (Rs. In Cr)

Interest Repayment Security

State Bank of

India Term Loan –I Term Loan-II Term Loan-III Term Loan-IV Term Loan-V

18.00 13.00% As per Bank

norms. Ist charge on pari-passu basis by way of hypothecation of fixed assets purchased out of Bank finance including EM of the following properties:

1. EM on land measuring 27.50 acres and buildings constructed thereon at Jitwal Kalan, Tehsil Malerkotla, Distt. Sangrur, Punjab standing in the name of the company.

2. EM of lease hold rights on land measuring 4802 sq. mtr (approx.) and buildings constructed thereon at plot no. A-2, Eldeco SIDCUL, Industrial Park, Sitarganj,

Uttaranchal standing in the name of the company.

3. Extension of charge by way of hypothecation for term loans on the entire current assets of the company

4. Extension of charge by way of hypothecation for working capital limits on unencumbered fixed assets

5)Personal guarantees of directors:

Tara Health Foods Limited 152 i) S. Jaswant Singh

ii) S. Balwant Singh iii) S. Tejinder Singh Punjab &

Sind Bank Term Loan 3.00 13.00% Repayable in 60 Monthly installments

i. Hypothecation of Machinery equipment storage Tanks valued Rs. 4.14 Cr.

ii. Personal guarantees of directors:

i) S. Jaswant Singh ii) S. Balwant Singh iii) S. Tejinder Singh Bank of India Term Loan 15.00 12.00% Repayable in

48 Monthly Installments

i. Equitable mortgage of property situated Near SDM Residence, Adamwal Road, Malerkotla

ii. Personal guarantees of directors:

i) S. Jaswant Singh ii) S. Balwant Singh iii) S. Tejinder Singh State Bank of India Punjab National Bank State Bank of Patiala Punjab & Sind Bank Canara Bank Allahabad Bank (Under Consortium Banking Finance) Cash Credit Limit 95.00 11.00% Repayable on demand

i) 1st charge on pari passu basis

by way of hypothecation on entire current assets of the company, both present and future.

ii) Extension of charge of EM on land measuring 27.50 acres and buildings constructed thereon at non GLADA approved industrial locality in the near vicinity of Malerkotla road, Jitwal Kalan, Tehsil Malerkotla, Distt. Sangrur, Punjab standing in the name of the company.

iii) Extension of EM of lease hold rights on land and buildings constructed thereon at plot no. A- 2, Eldeco SIDCUL, Industrial Park, Sitarganj, Uttaranchal standing in the name of the company

Tara Health Foods Limited 153 vi)Personal guarantees of directors:

i) S. Jaswant Singh ii) S. Balwant Singh iii) S. Tejinder Singh Canara Bank Adhoc Cash

Credit Limit 3.00 11.00% Repayable demand on i) 1

st charge on pari passu basis

by way of hypothecation on entire current assets of the company, both present and future.

ii)Personal guarantees of directors:

i) S. Jaswant Singh ii) S. Balwant Singh iii) S. Tejinder Singh State Bank of

Patiala Credit Facility against warehousing receipts

50.00 9.50% Repayable on

demand i) Secured by way of warehousing receipts of stocks. ii)Personal guarantees of directors:

i) S. Jaswant Singh ii) S. Balwant Singh iii) S. Tejinder Singh IDBI Bank Ltd Credit Facility

against warehousing receipts

40.00 9.50% Repayable on

demand i) Secured by way of warehousing receipts of stocks. ii)Personal guarantees of directors:

i) S. Jaswant Singh ii) S. Balwant Singh iii) S. Tejinder Singh

Tara Health Foods Limited 154

Annexure X

Statement of Unsecured Loans, as restated

(Rs. in Million)

As at 31st March As at

PARTICULARS

2005 2006 2007 2008 2009 31.12.09