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SHIVALIK VENTURES - THE FAÇADE

ISSUES INVOLVED

1. Selling off Santacruz Project


2. Tax Implications of Seven Hundred Crores
3. Unitech/ Other Source of Funds?
4. Extinguishment of Contractual Obligations
5. Misguiding the General Public/ State Government/ Government
Bodies/ Authorities/ Officers/ Societies/ Residents
6. Source of Funds?
7. LOIs in doubt?
8. Changing name and address frequently – for what purpose?

A. Sale of Santacruz Project to SVI Realtors Pvt Ltd

Vide registered agreement no 6477 of 2008 dated 21.04.2008 Shivalik


Ventures Pvt Ltd granted irrevocable and exclusive rights in respect of the
“santacruz saleable area” to SVI Realtors Pvt Ltd for Rs. 737.5 Crores. Stamp
duty of approx 7 crores was duly paid.

a. Were the people/ families residing in the area informed of the same?
b. Was the general public, concerned authorities, etc. informed of the sale?
Was the point that Shivalik Ventures was no longer involved with the
project informed?
c. What are the tax implications? Has tax been paid?
d. Who is SVI? What is the experience of SVI Realtors? Who are the people
behind?

B. Unitech Investment and the source of balance funds amounting to One


Thousand Eight Hundred Crores

Shivalik 2 Balance sheet size as on 31.03.2009 is approx Rs. 1,594 crores. Of


the above, Unitech Ltd has officially invested Rs. 415.5 crores. What is the
source of the remaining One thousand One hundred Crores?
Lifestyle shows a balance sheet size of approx. Rs. 700 Crores as on
31.03.2009.
What is the source?
Interestingly none has filed annual reports for 2010.

Unitech Director, Mr. Sanjay Chandra appointed as Nominee, Non-Executive


Director in Shivalik on 30.05.2008 calls himself Chairman of Shivalik as per
2009 Unitech Annual Report. Incidentally Mr. Chandra resigned on
16.06.2009. But this fact was never brought before the Unitech shareholders
even though the annual report was signed on 25.06.2009.

C. Same Firm i.e. M/s Shivalik Ventures forming into two Private Limited
companies on different dates/
Extinguishment of Contractual Obligations.

1. Incorporation of Shivalik Ventures Pvt Ltd from M/s Shivalik Ventures

Partnership firm of Shivalik Ventures having two partners Rockdale Realtors


Pvt Ltd and Royal Accord Realtors Pvt Ltd having capital balance of Rs.
53,90,981.5 as on 31.03.2006.

On 26.04.2006, M/s Shivalik Ventures wrote a letter to the ROC, Mumbai


requesting to approve the proposed name of "Shivalik Ventures Private
Limited" stating justification for approval interalia
“The name “Shivalik Ventures” has been opted .. to fulfill the desire of the
promoters to retain the goodwill and brand name of their existing partnership
firm.. Shivalik Ventures.”

“It is proposed that the company on formation, shall take over the
running business of M/s Shivalik Ventures lock, stock and barrel..
facilitate the process of such takeover.”

“One hundred percent beneficial ownership of the partnership firm lies


in the hands of the two promoters of the proposed company.”

“Several agreements entered into with the societies of the occupants are
also entered into by the partnership firm of M/s Shivalik Ventures.”

On 12.06.2006 Shivalik Ventures Pvt Ltd (S1) incorporated under the


Companies Act, 1956 having CIN U 45 210 MH 2006 PTC 162567

2. Change of name to Lifestyle Realtors Private Limited within a year

22.03.2007 Shivalik Ventures Pvt Ltd passes resolution to apply for name
change to Ornate Developers Pvt Ltd or “some other name”.
Finally, the name of Shivalik Ventures Pvt Ltd was changed to Lifestyle
Realtors Private Limited vide fresh certificate of incorporation dated
17.05.2007 issued by MCA.
What was the reason for suddenly having a dislike with the name Shivalik
Ventures? – The answer lies in the contractual obligations to the various
occupants/ residents/ societies of the project. M/s Shivalik Ventures claims
that it had obtained consent letters and signed agreements with societies under
the name of M/s Shivalik Ventures. This was a means of extinguishing the
liabilities. In fact in a letter to the ROC, Lifestyle i.e. Shivalik Director wrote
that it was not interested in the name Shivalik.

3. 06.12.2007 - Shares issued in Lifestyle to non promoters

On 06.12.2007, Lifestyle issued shares to various people who were not


promoters. Rohan Mehta, Harresh Mehta, Rohan Developers Pvt Ltd etc. were
issued shares but were not the original promoters. These people were not the
original promoters. Interestingly, Lifestyle’s balance sheet which had a size of
Rs. two lakhs as at 31.03.2007 saw a meteoric rise and was Rs.
10,251,858,250.00 as on 31.03.2008 i.e. more than Rs. 1025 crores in a matter
of one year. What is the source of One thousand Crores in 2008?

4. M/s Shivalik Ventures which was already converted into a company (S1)
on 12.06.2006 was once again converted into a company by the same name on
24.03.2008
What is the legal standing of M/s Shivalik Ventures once it has been
converted into a company. The legal standing gets extinguished. However,
once again the MCA allowed an extinguished firm to be converted into a
company by the same name.

D. Issue of LOI to Shivalik when no such name was in existence

Shivalik 1 was converted into Lifestyle on 17.05.2007.


Shivalik 2 was incorporated on 24.03.2008.
Both the companies are different incorporated under a different corporate
identification number (CIN).
In between there was neither any firm (already extinguished) nor any
company by the name of Shivalik Ventures. Yet two LOIs were issued
dated 12.10.2007 and 17.11.2007.
What is the legal standing of these LOIs?
Was the Govt./ Societies/ Residents informed of all this?

E. Shivalik – Ornate – Lifestyle – Shivalik - ?

On 22.05.2010, the Board of Directors of Shivalik 2 have passed a resolution


changing the registered office from 26, Onlooker Building, Sir P.M. Road,
Fort, Mumbai 400 001 to A-104, Shiv Parvati CHS Ltd., near Versova Tele.
Exchange, MHADA Layout, Four Bungalow, Andheri West, Mumbai
400053.

The same resolution has authorized Ramakant Jadhav “to make necessary
application to the ROC Mumbai for obtaining approval to the change of
name”