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KAMDHENU ISPAT LIMITED - Securities and Exchange Board of India

KAMDHENU ISPAT LIMITED - Securities and Exchange Board of India

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(b) Any disruption/ discontinuance <strong>of</strong> production by any <strong>of</strong> the franchisee’s shall affect the revenues <strong>of</strong> the Company<br />

to the extent <strong>of</strong> non receipt <strong>of</strong> royalty income being derived from the concerned franchisee(s) <strong>and</strong> may also<br />

result in disruption <strong>of</strong> Supply <strong>of</strong> our products in that region.<br />

Our Company has entered into individual agreements with the franchisees to ensure strict quality control. In case<br />

even a slight deviation in the production quality norms is observed by our Company, the agreement can be terminated<br />

with immediate effect without any legal recourse by the other party. In such an eventuality the supplies being<br />

affected by the franchisee shall be recouped by the Company from own production or by effecting supplies from the<br />

Stock yards being setup by the Company or by appointment <strong>of</strong> alternative franchisee(s).<br />

Introduction <strong>of</strong> alternative technology or consumer habits may reduce dem<strong>and</strong> for our existing products<br />

<strong>and</strong> may adversely affect our pr<strong>of</strong>itability <strong>and</strong> business prospects.<br />

Our products are used in construction activities. Our customers may decide to seek alternative technology coupled<br />

with the development <strong>of</strong> more alternatives, which may adversely affect our business <strong>and</strong> pr<strong>of</strong>itability if we are not<br />

able to respond to these changes. Our ability to anticipate changes in technology <strong>and</strong> to develop <strong>and</strong> introduce new<br />

<strong>and</strong> enhanced products successfully on a timely basis will be a significant factor in our ability to grow <strong>and</strong> to remain<br />

competitive. We cannot assure you that we will be able to achieve the technological advances that may be necessary<br />

for us to remain competitive or that certain <strong>of</strong> our products will not become obsolete. We are also subject to the risks<br />

generally associated with new product introductions <strong>and</strong> applications, including lack <strong>of</strong> market acceptance <strong>and</strong><br />

delays in product development.<br />

Further, any substantial change in the spending habits <strong>of</strong> consumers who are end users <strong>of</strong> where our products<br />

are used, business <strong>of</strong> our Customers will affect which in will affect the dem<strong>and</strong> for our products. Any failure<br />

on our part to forecast <strong>and</strong>/or meet the changing dem<strong>and</strong>s will have an adverse effect on our business, pr<strong>of</strong>itability<br />

<strong>and</strong> growth prospects.<br />

Our Group Companies are in same line <strong>of</strong> Business<br />

Most <strong>of</strong> our group Companies also deals in the main product <strong>of</strong> the Company i.e Steel Bars, Ingots etc. We presently<br />

source a part <strong>of</strong> our total requirement <strong>of</strong> steel ingots/billets from these companies. These transactions are done on<br />

prevailing market prices on commercial terms <strong>and</strong> on an arms length basis.<br />

An inability to manage our growth could disrupt our business <strong>and</strong> reduce our pr<strong>of</strong>itability.<br />

We have experienced high growth in recent times <strong>and</strong> expect our business to grow significantly in view <strong>of</strong> our plan<br />

for expansion . We expect this growth to place significant dem<strong>and</strong>s on us <strong>and</strong> require us to continuously evolve <strong>and</strong><br />

improve our operational, financial <strong>and</strong> internal controls across the organisation. In particular, continued expansion<br />

increases the challenges involved in:<br />

maintaining high levels <strong>of</strong> customer satisfaction;<br />

recruiting, training <strong>and</strong> retaining sufficient skilled management, technical <strong>and</strong> marketing personnel;<br />

adhering to quality <strong>and</strong> process execution st<strong>and</strong>ards that meet customer expectations;<br />

preserving a uniform culture, values <strong>and</strong> work environment in operations within <strong>and</strong> outside <strong>India</strong>; <strong>and</strong><br />

developing <strong>and</strong> improving our internal administrative infrastructure, particularly our financial, operational,<br />

communications <strong>and</strong> other internal systems.<br />

Any inability to manage our growth may have an adverse effect on our business <strong>and</strong> financial results.<br />

Covenants with institutional lenders may restrict our operations <strong>and</strong> expansion ability, which may hurt our<br />

business <strong>and</strong> results <strong>of</strong> operations <strong>and</strong> financial condition.<br />

Certain covenants in our financing agreements with SBBJ require us to obtain approval from the financial institutions<br />

before undertaking new projects or substantial expansion <strong>of</strong> the existing facilities, making any investments, issuing<br />

new securities (debt or equity), making changes to our capital structure or our senior management or declaring<br />

dividends in certain circumstances.<br />

Pursuant to the terms <strong>of</strong> Capital Facilities extended by State Bank <strong>of</strong> Bikaner <strong>and</strong> Jaipur, the Company cannot<br />

make payment <strong>of</strong> Dividend without their consent, issue any further shares, implement expansion plans, make<br />

investment in other Concerns, maintain minimum net working capital, maintain minimum tangible net worth,<br />

enter into agreements <strong>and</strong> arrangements, transfer or dispose <strong>of</strong> any undertaking, increase remuneration to<br />

Directors or pay commission to Directors, merger or consolidation, transfer or dispose <strong>of</strong> its undertaking or any<br />

<strong>of</strong> its capital fixed assets except in the ordinary course <strong>of</strong> business, enter into borrowing arrangements with any<br />

(x)

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