Analjit Singh

Analjit Singh www.infralive.com 29 Infra LIVE May 15, 2022 ranking pari passu charge over the shares held by the Company in the investee company. The Company has executed a No Objection Certificate and Non Disposal Undertakings in this respect. The Company's private Indian investee is part of a group, which invests in underlying real estate projects, as shown below: r Granite Gate Properties Pvt Ltd (TwilzonLtd) r Hacienda Projects Pvt Ltd (TwilzonLtd) r Boulevard Projects Pvt Ltd (Ziasess Ventures Ltd) r Three C Shelters Pvt Ltd (Innways Ventures Ltd) On October 27, 2015, the Company entered into a binding memorandum of settlement, subsequently revised on April 5, 2016. As per the settlement agreement, the Three C project Group, referred to above, has agreed to enter into a Master R e s t r u c t u r i n g A g r e eme n t ('MRA') on a future date. As of June 10, 2016, the MRA has not been executed. As per the Settle- ment agreement, the Three C project Group has fixed its return on the Three Cprojects. Extract of Annual Report Jan-Dec 2016 As per the Settlement Agree- ment, the Group was entitled to receive new assets (referred to as "Structure 2 assets") as full and final settlement against the return of the Sports City Investment. As per the Settlement Agreement, there i s cer t a in condi t i ons precedent ("Conditions prece- dent") for respective underlying assets of Structure 2, which the Three C promoters were required to comply with in order to make Structure 2 new assets market- abl e . Condi t ions precedent included (i) to pay the dues of New Okhla Industrial Development Au t h o r i t y ( "NO I DA ” ) a nd Yamuna Expressway Industrial D e v e l o p m e n t A u t h o r i t y ("YEIDA”) in relation to FSI, (ii) recognised was US$ 555,833 (2013: US$ 604,133). The histori- cal cost of the compulsory con- ver t i b l e debentures i s US$ 5,315,646. On September 30, 2013 the Company agreed on deferral of accrued interest on compulsorily convertible debentures, which was subsequentlywithdrawn. On Ma r c h 28 , 20 1 6 , t he Company agreed that it will have the right to receive interest on the above CCDs for the period starting April 1, 2016, only if the private Indian company has executed agreements to sell in respect of at least 3,500,000 sq ft of the project and collected 80 pc of the sale value of this area, on or before March 31, 2019, and that it will waive the aforesaid interest for the period from 1 April 2016 to 31 March 2019, if the private Indian company ha s no t exe cu t ed agreements to sell and made collections as stated above. If the Indian company has not executed agreements to sell and made collections as stated above on or before March 31, 2019, the Company and the Indian company will mutually agree on the date ("Trigger Daten) from which the Company will have the right to receive interest on the CCDs, provided that if they are unable to reach such mutual agreement in writing by June 30, 2019, the Company will have the right to receive interest on the CCDs from July 1, 2019. It is clarified that Trigger Date will not be any date before April 1, 2019. The class C equity shares and compulsorily convertible deben- tures held in the private Indian Company, amounting to US$ 5,315,646 as at December 31, 2015, are secured for a loan facility granted to the private Indian Company. The investee company has issued debentures and raised loan during the year under review. The said issuance of debentures and loan facility by Boulevard Projects Pvt Ltd are secured by first Fr om Cyp rus , we f o rma l l y obtained the annual reports of Ziasess. The extracts of these reports are presented here for our readers. Ziasess was incorporated on July 31, 2008 in Cyprus. An analysis of reports from FY 2011 to FY 2020 was undertaken. It was found that on January 2, 2011 Ziasess had invested about Rs 25 crore ($5.32 million) in 14.75% quarterly CCDs issued by Boule- vard. Ziasess had got this money as loan at 0.0001 pc per year interest from its beneficial owner st th Green Park Buildwell on 21 & 30 June of 2010. So far, Boulevard has not paid any interest to Ziasess. In 2016, Ziasess termed this investment and interest accumulating to $7.71 million, as impaired. This is the sole invest- ment of Ziasess ever made in any company so far. Ziasess is under liquidation. Extract of Annual Report Jan-Dec 2015 Ziasess Ventures Ltd (“Com- pany”) is controlled by Hermes Guardian Ltd, incorporated in British Virgin Islands, which owns 100 pc of the Company's shares on behalf of Green Park Bu i l dwe l l i n c o r po r a t e d i n Mauritius which is the beneficial owner. The Company's ultimate holding entity and controlling party is Red Fort India Real Estate Fund I, L.P., a limited partnership incorporated in the Cayman Islands. The Company invested on 2 January 2011 in compulsory convertible debentures, issued by a private Indian Company, called Boulevards Projects Pvt Ltd, which invests in real estate development. Each debenture is convertible into Class C equity shares, any time during the period fromday one to 15 years subject to certain terms. The debentures carry annual interest at 14.75 pc payable quarterly. The debentures are denominated in Indian Rupees. During the year interest income Box-A: Ziasess Ventures Ltd, Cyprus