Vascon Engineers Ltd - Stock Valuation and Financial Performance

The company was originally incorporated on January 1, 1986 as a private limited company under the provisions of the Companies Act, 1956 as Vascon Engineers Private Limited. It became a deemed public company by virtue of Section 43A of the Companies Act with effect from August 25, 1997 and was renamed as Vascon Engineers Limited.

Consequent to the amendment of Section 43A of the Companies Act, it became a private limited company with effect from January 16, 2001. Pursuant to a resolution of the shareholders on December 7, 2006, it got converted to a public limited company with effect from December 7, 2006. A fresh certificate of incorporation consequent on the change of the name was granted to it on December 20, 2006 by the ROC. Further, pursuant to the provisions of Section 391 to 394 of the Companies Act and pursuant to an order of the High Court of Bombay, dated January 19, 2007, Clover Resorts Private Limited merged with the company from the appointed date being April 1, 2006. It also acquired the assets of Vascon Hadapsar Ventures, in which it was a partner, pursuant to a deed of retirement cum dissolution dated May 29, 2007.

Company commenced operations primarily as an EPC services company in 1986. However, in the past few years the Company has diversified into real estate development, including owning and operating selected projects directly or indirectly through the Subsidiaries and the Other Development Entities. The company’s operations span across all aspects of real estate development, from identification and acquisition of land to providing EPC services and sales and marketing of the projects to operation of the completed projects.

The company has significant experience of 23 years in providing EPC services, which include, constructing factories, hospitals, hospitality properties, office and residential complexes, shopping malls, multiplexes, IT parks and other buildings. The Company provides EPC services for own projects as well as to third parties. As of August 31, 2009, the company had completed an aggregate of 179 EPC Contracts, with a total contract value of Rs. 8,804.79 million, out of which 155 EPC Contracts were for third parties, with a total contract value of Rs. 6,478.89 million and 24 EPC Contracts were for projects developed by it or the Other Development Entities, with a total contract value of Rs. 2,325.89 million.

The real estate development business comprises the development of residential and office complexes, as well as shopping malls, multiplexes, hospitality properties, IT parks and other buildings directly or indirectly through the Subsidiaries or the Other Development Entities. The Ongoing and Forthcoming Projects are spread over seven states in India. As of August 31, 2009, the company and the Other Development Entities had completed an aggregate of 41 real estate development projects, with an aggregate Saleable Area of over 4.58 million square feet. In addition, the company has sold land and land development rights aggregating 2.03 million square feet in Saleable Area. The company and the Other Development Entities are in the process of developing an additional 52 Ongoing and Forthcoming real estate projects, with an aggregate Saleable Area of over 44.85 million square feet.

In addition to developing and providing EPC services for real estate projects, the company also continues to own or operate certain projects subsequent to their completion. For example, the company owns the Vista do Rio, and through the Subsidiaries or the other Development Entities, the company owns an interest in the Galaxy Resorts in Goa, the Golden Suites service apartment complex in Pune, and Marigold Premises Private Limited, which owns and operates the Mariplex mall and office complex. Additionally the company is involved in developing a multi-level car parking for Delhi International Airport Limited and has a 24.00% equity interest in a company that intends to focus on infrastructure development such as roads.

Subsidiaries:

Calypso Premises Private Limited The subsidiary, Calypso Premises Private Limited, is engaged in the business of construction and development of real estate projects. The authorized share capital of Calypso Premises Private Limited is Rs. 500 million divided into 50 million equity shares of Rs. 10 each and the paid up capital of Calypso Premises Private Limited is Rs. 150.13 million divided into 15.01 million equity shares of Rs. 10 each. The Company holds 9.46 million equity shares in Calypso Premises Private Limited, i.e. 63.01% of the issued and paid up capital of Calypso Premises Private Limited, while the remaining 36.99% is held by others. The company acquired the shares of Calypso Premises Private Limited pursuant to a shareholders agreement dated August 31, 2006 with Behram Dubash Properties Private Limited and Calypso Premises Private Limited.

Floriana Properties Private Limited The subsidiary, Floriana Properties Private Limited, is engaged in the business of construction and development of real estate projects. The authorized share capital of Floriana Properties Private Limited is Rs. 50 million divided into 5 million equity shares of Rs. 10 each and the paid up capital of Floriana Properties Private Limited is Rs. 100,000 divided into 10,000 equity shares of Rs. 10 each. The Company (including through its nominee) holds 10,000 equity shares in Floriana Properties Private Limited, i.e. 100% of the issued and paid up capital of Floriana Properties Private Limited.

Floriana Properties Private Limited became the subsidiary pursuant to the transfer of 2,000 equity shares by Vatsalya Engineers Private Limited to it on August 30, 2006. On April 1, 2008 it ceased to be a subsidiary of the Company pursuant to the transfer of 7,000 shares to Hamcon Engineers Private Limited. It became a wholly owned subsidiary pursuant to the transfer of 10,000 equity shares by Hamcon Engineers Private Limited to the company on August 25, 2008.

IT – Citi Infopark Private Limited

The subsidiary, IT – Citi Infopark Private Limited, is engaged in the business of construction and development of real estate projects. The authorized share capital of IT – Citi Infopark Private Limited is Rs. 100,000 divided into 10,000 equity shares of Rs. 10 each and the paid up capital of IT – Citi Infopark Private Limited is Rs.100,000 divided into 10,000 equity shares of Rs. 10 each. The Company (including through its nominee) holds 10,000 equity shares in IT – Citi Infopark Private Limited, i.e. 100% of the issued and paid up capital of IT – Citi Infopark Private Limited.

IT – Citi Inforpark Private Limited became the subsidiary pursuant to the transfer of 10,000 equity shares by Hamcon Engineers Private Limited and Conamore Resorts Private Limited to us on April 2, 2006.

Marvel Housing Private Limited The subsidiary, Marvel Housing Private Limited, is engaged in the business of construction and development of real estate projects. The authorized share capital of Marvel Housing Private Limited is Rs. 100,000 divided into 10,000 equity shares of Rs. 10 each and the paid up capital of Marvel Housing Private Limited is Rs. 100,000 divided into 10,000 equity shares of Rs. 10 each. The Company (including through its nominee) holds 10,000 equity shares in Marvel Housing Private Limited, i.e. 100% of the issued and paid up capital of Marvel Housing Private Limited. Marvel Housing Private Limited became the subsidiary pursuant to the transfer of 10,000 equity shares by Vatsalya Engineers Private Limited to it on January 2, 2006.

Vascon Dwellings Private Limited

The subsidiary, Vascon Dwellings Private Limited, is engaged in the business of construction and development of real estate projects. The authorized share capital of Vascon Dwellings Private Limited is Rs. 100,000 divided into 10,000 equity shares of Rs. 10 each and the paid up capital of Vascon Dwellings Private Limited is Rs. 100,000 divided into 10,000 equity shares of Rs. 10 each. The Company (including through its nominee) holds 10,000 equity shares in Vascon Dwellings Private Limited, i.e. 100% of the issued and paid up capital of Vascon Dwellings Private Limited. Vascon Dwelling Private Limited became the subsidiary pursuant to the transfer of 10,000 equity shares by Kulin Mehta and Rajesh Gosia to it on April 1, 2006.

Vascon Pricol Infrastructures Limited The subsidiary, Vascon Pricol Infrastructures Limited, is engaged in the business of construction and development of real estate projects. The authorized share capital of Vascon Pricol Infrastructures Limited is Rs. 100 million divided into 10 million equity shares of Rs. 10 each and the paid up capital of Vascon Pricol Infrastructures Limited is Rs. 71 million divided into 7.1 million equity shares of Rs. 10 each. The Company (including through its nominees) holds 4.97 million equity shares in Vascon Pricol Infrastructures Limited, i.e. 70% of the issued and paid up capital of Vascon Pricol Infrastructures Limited while the remaining 30.00% is held by others. The company has paid Rs. 2000,000 as share application money.The company has acquired shares in Vascon Pricol Infrastructures Limited pursuant to a shareholders agreement dated April 27, 2007 with Pricol Property Development Limited and Vascon Pricol Infrastructures Limited.

Wind Flower Properties Private Limited The subsidiary, Wind Flower Properties Private Limited, is engaged in the business of construction and development of real estate projects. The authorized share capital of Wind Flower Properties Private Limited is Rs. 500,000 divided into 50,000 equity shares of Rs. 10 each and the paid up capital of Wind Flower Properties Private Limited is Rs. 100,000 divided into 10,000 equity shares of Rs. 10 each. The Company (including through its nominee) holds 10,000 equity shares in Wind Flower Properties Private Limited, i.e. 100% of the issued and paid up capital of Wind Flower Properties Private Limited.Wind Flower Properties Private Limited became the subsidiary pursuant to the transfer of 5,000 equity shares by Vatsalya Engineers Private Limited to it on November 2, 2006.

Greystone Premises Private Limited The subsidiary, Greystone Premises Private Limited, is engaged in the business of construction and development of real estate projects. The authorized share capital of Greystone Premises Private Limited is Rs. 80 million divided into 8 million equity shares of Rs. 10 each and the paid up capital of Greystone Premises Private Limited is Rs. 100,000 divided into 10,000 equity shares of Rs. 10 each. The Company holds 6,500 equity shares in Greystone Premises Private Limited, i.e. 65% of the issued and paid up capital of Greystone Premises Private Limited while the remaining 35% is held by others. Greystone Premises Private Limited became the subsidiary pursuant to the transfer of 6,500 equity shares by Shiv Prakash Nair to it on January 4, 2008.

Compress Infocom Private Limited The subsidiary, Compress Infocom Private Limited is engaged in the business of construction and development of real estate projects. The authorised share capital of Compress Infocom Private Limited is Rs. 100,000 divided into 10,000 equity shares of Rs. 10 each and the paid up capital of Compress Infocom Private Limited is Rs. 100,000 divided into 10,000 equity shares of Rs. 10 each. The Subsidiary Vascon Pricol Infrastructures Limited (including through its nominees) holds 10,000 equity shares in Compress Infocom Private Limited, i.e. 100% of the issued and paid up capital of Compress Infocom Private Limited. The Company effectively holds 70% in Compress Infocom Private Limited.

Milestones:

• November, 1986 Completion of the first contractual project, the construction of a factory for Cipla Limited at Patalganga
• December 1994 Completion of construction of a green-field pharmaceutical and chemical complex spread over 40 acres for Cipla Limited at Kurkumbh, Maharashtra
• December 1996 Completion of the construction of the first project in the hospitality sector, Vista Do Rio Resorts, at Goa
• January 1999 Completion of construction of Cipla Foundation’s Palliative Care and Training Centre at Pune
• July 2000 Commencement of construction of townships project Marigold, spread over 45 acres at Kalyani Nagar, in Pune
• March 2003 Completion of construction of bungalows project Paradise, which consists of 36 ‘stacked’ bungalows at Baner in Pune, Maharashtra
• March 2003 Completion of construction of IT Park, Marisoft – I, at Kalyani Nagar in Pune
• August 2005 Completion of construction of Nucleus Mall, a project in the shopping and entertainment sector, at Pune, Maharashtra
• June 2006- Investment by HDFC Ventures Trustees Company Limited acting through scheme HI REF of the HDFC Property Fund
• October 2008 SAP implementation
• May 2009 The company obtained the first government contract for the construction of a hospital for National Building Construction Corporation Limited in Chennai

Awards/Achievements

• ISO 9001:2000 – Certification for Quality Management Systems in December 23, 2003
• ISO 14001:2004 – Certification for Environmental Management Systems in March 16, 2006
• Builders’ Association of India – Pune Centre award for the project Paradise Premises at Baner, Pune in 2000
• BAI – Pune Centre award for the project Casaurina Marigold at Kalyani Nagar, Pune in 2003
• BAI – Pune Centre award for the project for Zensar Technologies at Kharadi in Pune, Maharashtra in 2004
• Architects, Engineers and Surveyor’s Association Award for the project Nucleus Mall and Offices at Camp and Marisoft III at Kalyani Nagar in Pune, Maharashtra in 2005
• Builders Association of India (BAI) – Pune Award for the project Nucleus Mall & Offices at Camp, Pune in 2005
• Brick Mortar (West Zone) Award of the ‘a+d’ for the project Nucleus Mall and Offices at Camp in Pune in 2005
• Spectrum Foundation Architecture Award for the project Nucleus Mall and Offices at Camp in Pune, Maharashtra in 2005
• Resort Condominiums International Award for the project Vista Do Rio, Goa in 2005
• Merit award at the 30th ICSC International Design and Development Awards held at Phoenix, Arizona, for ‘innovative design and development of a new project’ for the project Nucleus Mall and Offices at Camp in Pune in 2006
• BAI – Pune Centre award for the project for Symbiosis Institute at Viman Nagar at Pune in 2006
• Loksatta Artists in the Concrete Award (residential – space planning) and Loksatta Artists in Concrete Award (residential – natural resource utilisation) for the project Zircon at Nagar Road in Pune, Maharashtra in 2007
• Cityscape India Real Estate Award- Best Developers (Residential Built) for the project Zircon at Nagar Road, Pune in 2007
• Well Built Structure Award for quality, speed and economy (Juries Recommendation ) by the Builders Association of India for the project Weikfield IT-Citi Inforpark at Nagar Road, Pune in 2007
• Best IT Infrastructure Company Award 2008 by Government of Maharashtra
• Building Industry Leadership Awards 2008 from Builders Information Bureau, New Delhi
• Architects, Engineers and Surveyor’s Association Award (ASEA) 2008 for Symbiosis Institute of Management, Vimannagar & Vascon Weikfield IT Citi Info Park, Nagar Road, Pune
• Gold Crown Award 2008 for Vista Do Rio, Goa
• Most Trusted Brand in 2008 by Amicus Eriom New Delhi