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GAMMON INDIA LIMITED

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As the revenue structure for the SPVs under such agreements is set over the life of the relevant agreement<br />

(and may be subject to fluctuation in accordance with the built-in adjustment mechanisms contained in the<br />

relevant agreement), the SPVs‘ profitability is largely dependent on how effectively they are able to manage<br />

their costs during the terms of such agreements, while adhering to the expected schedule of implementation.<br />

If we are unable to effectively manage our costs or complete the relevant projects on time, our business,<br />

financial condition and results of operations may be adversely affected.<br />

While we believe that we have successfully managed the implementation risks we have faced in the past,<br />

there can be no assurance that we will be able to continue to effectively manage any current or future<br />

implementation risks, which may or may not be of a nature familiar to us. Our results of operations may be<br />

adversely affected if we are unable to effectively manage the implementation risks we face.<br />

We rely substantially on Government-owned and Government-controlled entities for our revenues from<br />

our infrastructure development business. Political or financial pressures could cause these entities to<br />

force us to renegotiate our agreements and could also adversely affect their ability to pay us.<br />

A significant number of our infrastructure development projects have been awarded by Government-owned<br />

or Government-controlled entities and, therefore, may be subject to political or financial pressures that may<br />

lead to such agreements being restructured or renegotiated by these entities, which could adversely affect<br />

our business and results of operations.<br />

Additionally, some of our projects, being Government-owned or Government-controlled projects, may often<br />

be subject to delays on account of various factors such as a change in the central and/or state Government,<br />

changes in policies impacting the public at large, scaling back of Government policies or initiatives,<br />

changes in governmental or external budgetary allocation, or insufficiency of funds, which can significantly<br />

and adversely affect our business, financial condition and results of operations.<br />

Our infrastructure development business is capital intensive in nature and we may not be able to raise<br />

the required capital on favorable terms, or at all, for future projects which may have an adverse effect on<br />

our business and results of operations.<br />

Infrastructure development projects are typically capital intensive and may require high levels of financing,<br />

including debt financing. If we decide to meet our capital requirements through debt financing, our interest<br />

obligations will increase and we may be subject to additional restrictive covenants. If we decide to raise<br />

additional funds through the issuance of equity or equity-linked instruments, the interests of our existing<br />

shareholders will be diluted.<br />

The restrictive covenants under our financing agreements include maintenance of certain financial ratios<br />

and restrictions on issuance of equity shares or change in capital structure, such covenants may restrict our<br />

ability to raise finances on acceptable terms or at all.<br />

We cannot assure you that market conditions and other factors would permit us to obtain future financing<br />

on terms acceptable to us, or at all. Our ability to arrange financing on a substantially non-recourse basis<br />

and the costs of capital of such financing are dependant on numerous factors, including general economic<br />

and capital market conditions, credit availability from banks, investor confidence, the continued success of<br />

our current projects and other laws that are conducive to our raising capital in this manner. The recent<br />

changes in the global and Indian credit and financial markets have significantly diminished the availability<br />

of credit and led to an increase in the cost of financing. In many cases, the markets have exerted downward<br />

pressure on the availability of liquidity and credit capacity. Our attempts to obtain future financings on<br />

favorable terms may not be successful. In addition, our ability to raise funds, either through equity or debt,<br />

is limited by certain restrictions imposed under Indian law.<br />

We cannot assure you that we will be able to raise adequate capital in a timely manner and on acceptable<br />

terms or at all. This may result in an adverse effect on our results of operations and financial condition.<br />

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