Función de Respuesta del Detector

& Hotels Private Limited

2. Swajas Aviation Infrastructure Private Limited

Nil

Any company in which a company mentioned in

the above, holds 10% of the total holding Nil Nil

Any HUF or firm in which the aggregate share of the Promoter and his immediate relatives is equal

to or more than 10% of the total holding Nil Nil

No other person except mentioned above is part of the promoter group. Also, apart from those mentioned above there are no other Companies promoted by our Promoter or where in our Promoter has any controlling interest such that they can be our Group Companies.

DETAILS OF OUR PROMOTER GROUP ENTITIES 1. Swajas Air Charters & Hotels Private Limited

Swajas Air Charters & Hotels Private Limited was incorporated on 16/11/2005 as a Private Limited under the Companies Act, 1956. The registered office of the Company is at 47/22 Arthoon Road Royapuram, Chennai-600013. The promoter of Swajas Air Charters & Hotels Private Limited is Mr. R. Jayakumar. The business of Swajas Air Charters & Hotels Private Limited as described by its Memorandum of Association is:

1. To build, own, administer, manage and carry on the business of running Hotels, Transit Inn, Restaurants, Resorts, Multiplex Theatres, Shopping Complexes and Holidays Homes.

2. To own, hire, manage, administer, lease and run aircrafts for chartering on contractual basis. Shareholding Pattern

The shareholding Pattern of the Company as on date of this RHP is as follows:

Name of Shareholder No. of Equity Shares Held Shareholding (%)

Mr. R. Jayakumar 7,000 70.00

Mrs. J. Helma Joyce 1,500 15.00

Mr. G. Ramesh 1,500 15.00

Total 10,000 100.00%

Board of Directors:

134 Financial Performance:

Following are the brief audited financials of said firm for the last three financial years:

(` in Lacs)

Particulars 31-Mar-09 31-Mar-10 31-Mar-11

Total Income 86.85 - -

Profit / (Loss) After Tax (PAT) 0.10 (0.23) (0.50)

Equity Share Capital

(Face value ` 10/- per Share) 1.00 1.00 1.00

Reserves & Surplus

(excluding Revaluation Reserve) 4.06 3.82 3.32

Earnings per Share 0.99 NA NA

Book Value per Share 50.56 48.24 43.24

Important Notes:

• Company is an unlisted company and has not made any public or rights issue in the preceding three years.

• It is not a sick company within the meaning of the Sick Industrial Companies (Special Provisions) Act, 1985, and is not in the process of any winding up.

• It has not been restrained by SEBI or any other regulatory authority in India from accessing the capital markets for any reason.

2. Swajas Aviation Infrastructure Private Limited (SAIPL)

Swajas Aviation Infrastructure Private Limited was incorporated on 7th September 2009 as a Private Limited under the Companies Act, 1956. The registered office of the Company is at 47/22 Arthoon Road Royapuram, Chennai-600 013. The promoter of Swajas Aviation Infrastructure Private Limited is Mr. R. Jayakumar,

The business of Swajas Aviation Infrastructure Private Limited as described by its Memorandum of Association is:

To carry on the business of developing private airports from project level to compilation, managing and operation of the airport managing existing airports market existing

Shareholding Pattern

The shareholding Pattern of the Company as on date of this RHP is as follows:

Name of Shareholder No. of Equity Shares Held Shareholding (%)

Mr. R. Jayakumar 8,000 80.00

Mr. R. Swaminathan 1,000 10.00

Mr. G. Ramesh 1,000 10.00

Total 10,000 100.00%

Board of Directors:

135 Financial Performance:

Following are the brief audited financials of the said company:

(` in Lacs)

Particulars 31-Mar-10 31-Mar-11

Total Income Nil Nil

Profit / (Loss) After Tax (PAT) (0.43) (0.035)

Equity Share Capital

(Face value ` 10/- per Share) 1.00

1.00 Reserves & Surplus

(excluding Revaluation Reserve) Nil

Nil

Debit balance in P & L Account 0.43 0.46

Earnings per Share NA NA

Book Value per Share 5.75 5.40

* Since the company is newly incorporated, figures for only Financial Years ended2009-10 and 2010-11 is disclosed

Important Notes:

• Company is an unlisted company and has not made any public or rights issue in the preceding three years.

• It is not a sick company within the meaning of the Sick Industrial Companies (Special Provisions) Act, 1985, and is not in the process of any winding up.

• It has not been restrained by SEBI or any other regulatory authority in India from accessing the capital markets for any reason.

3. Swajas Air Charters, proprietary concern

This is a proprietary concern of Mr. R. Jayakumar which was originally into air chartering business which assets and liabilities were taken over by the company with effect from 22nd July 2008 for a consideration of ` 34.65 Lacs. The consideration was settled by issue of 3,46,500 equity shares of ` 10/- each in the Company. The proprietary concern has its office at 47/22 Arthoon Road, Royapuram, Chennai 600 013. Consequent to the takeover of the assets and liabilities and also the business of Air Charter by the Company, the proprietary concern is carrying out some allied activities only related to Air chartering. Financial Performance:

Following are the brief financials of said firm for the last three financial years:

(` in Lacs) Particulars _31.03.2009 As at _31.03.2010 As at _31.03.2011 As at

Proprietor’s Capital 40.27 38.93 40.56

Total Income 198.60 25.34 49.28

136 Declaration

We confirm that our Promoters and Promoter Group entities, including relatives of the Promoters, have confirmed that they have not been declared as willful defaulters by RBI or any government authority and there are no violations of securities laws committed by any of them in the past or any such proceedings are pending against any of them. Additionally, none of the Promoters or Promoter Group Entities or Persons in Control of Body corporate forming part of our Promoter Group has been restrained from accessing capital markets for any reasons by the SEBI or any other authorities..

Shareholding of Promoter & Promoter Group:

The Pre-Issue & post-Issue shareholding of our Promoters and our Promoter Group is as follows:

Sr.

No. Name of Shareholder

Pre-Issue Post-Issue No. of Equity Shares As a% of Pre-Issue Equity No. of Equity Shares As a% of Post Issue Equity A Promoter 1 Mr. R. Jayakumar 25,43,512 22.61 25,43,512 [●]

2 Mr. Christopher Ian Want 23,68,388 21.05 23,68,388 [●]

Total (A) 49,11,900 43.66 49,11,900 [●]

B Promoter Group and Other _{Associates acting in Concert}

3 Mr. R. Swaminathan 40 - 40 [●]

4 Mr. Helma Joyce 80 - 80 [●]

Total (B) 120 - 120 [●]

Total (A+B) 49,12,020 43.66 49,12,020 [●]

Defunct Promoter Group Companies

Save and except as disclosed in this chapter, none of our group companies have been defunct. Litigation

For details relating to Litigations involving the Promoters and Promoter Group Entities please refer “Outstanding Litigations and Material Developments” on beginning on page 171 of this RHP.

Common Pursuits

Some of our Promoter Group Entities have common pursuits and are involved in the aviation infrastructure and air charter related activities. We shall adopt necessary procedures and practices as permitted by law to address any conflict situations as and when they may arise.

Related Party Transactions

Save and except as disclosed in “Annexure 19” of the Auditors Report beginning on page 138 of this RHP, there has been no payment or benefits to our Promoters during the last five years preceding the date of this RHP.

137 DIVIDEND POLICY

The Board of Directors of the company may, at its discretion, recommend dividend to be paid to the members of the company. The factors that may be considered by the Board before making any recommendations for the dividend includes but not limited to profits/earnings during the financial year, liquidity of the company, need for reserving resources for future growth, applicable taxes including tax on dividend, as well as exemptions under tax laws available to various categories of investors from time to time etc.

Dividend will be declared and approved at the Annual General Meeting of the shareholders based on the recommendation by the Board. The Board may also from time to time pay to the member’s interim dividend if it considers justified by the profits generated by the company.

138 SECTION VI: FINANCIAL INFORMATION

AUDITOR’S REPORT