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INDIA INFOLINE FINANCE LIMITED - Securities and Exchange ...

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India Infoline Finance Limited<br />

from its existing lenders.<br />

Our Company may, subject to receipt of all necessary consents from its existing lenders <strong>and</strong> the Debenture<br />

Trustee to the Issue, raise further borrowings <strong>and</strong> charge its assets. Our Company is free to decide the<br />

nature of security that may be provided for future borrowings. In such a scenario, the Bondholders will rank<br />

pari passu with other creditors <strong>and</strong> to that extent, may reduce the amounts recoverable by the NCD holders<br />

upon our Company’s bankruptcy, winding-up or liquidation.<br />

52. You may be subject to Indian taxes arising on the sale of the NCDs.<br />

Sales of NCDs by any holder may give rise to tax liability in India, as discussed in section entitled<br />

“Statement of Tax Benefits” on page 45 of this Draft Prospectus.<br />

53. There is no active market for the NCDs on the WDM segment of the stock exchanges. As a result the<br />

liquidity <strong>and</strong> market prices of the NCDs may fail to develop <strong>and</strong> may accordingly be adversely affected.<br />

There can be no assurance that an active market for the NCDs will develop. If an active market for the<br />

NCDs fails to develop or be sustained, the liquidity <strong>and</strong> market prices of the NCDs may be adversely<br />

affected. The market price of the NCDs would depend on various factors inter alia including (i) the interest<br />

rate on similar securities available in the market <strong>and</strong> the general interest rate scenario in the country,(ii) the<br />

market for listed debt securities, (iii) general economic conditions, <strong>and</strong>, (iv) our financial performance,<br />

growth prospects <strong>and</strong> results of operations. The aforementioned factors may adversely affect the liquidity<br />

<strong>and</strong> market price of the NCDs, which may trade at a discount to the price at which you purchase the NCDs<br />

<strong>and</strong>/or be relatively illiquid.<br />

54. Our Company has been in violation of one of the covenants contained relating to one of our prior<br />

debenture issues.<br />

Our Company has been in violation of the maximum permissible gearing (i.e. Total Debt/ Total Networth)<br />

as prescribed under the offer document for issue of Secured Redeemable Non-Convertible Debentures<br />

issued on April 20, 2010, during the Financial Year 2011-2012. Our Company’s gearing had grown upto<br />

2.9 times during the FY 2011-12 as against maximum permissible gearing of 2.5 times on a Consolidated<br />

<strong>and</strong> St<strong>and</strong>alone basis. There is no guarantee that such a violation may not happen again. In the event that<br />

there are similar events of default under the terms of offer documents, it can have significant consequences<br />

on our business <strong>and</strong> operations.<br />

External Risk Factors<br />

55. Our results of operations have been, <strong>and</strong> may continue to be, adversely affected by Indian <strong>and</strong><br />

international financial market <strong>and</strong> economic conditions.<br />

Our business is highly dependent on Indian <strong>and</strong> international markets <strong>and</strong> economic conditions. Such<br />

conditions in India include fluctuations in interest rates; changes in consumer spending; the level of<br />

consumer confidence; housing prices; corporate or other sc<strong>and</strong>als that reduce confidence in the financial<br />

markets, among others. International markets <strong>and</strong> economic conditions include the liquidity of global<br />

financial markets, the level <strong>and</strong> volatility of debt <strong>and</strong> equity prices <strong>and</strong> interest rates, investor sentiment,<br />

inflation, the availability <strong>and</strong> cost of capital <strong>and</strong> credit, <strong>and</strong> the degree to which international economies are<br />

exp<strong>and</strong>ing or experiencing recessionary pressures. The independent <strong>and</strong>/or collective fluctuation of these<br />

conditions can directly <strong>and</strong> indirectly affect dem<strong>and</strong> for our lending finance <strong>and</strong> other financial products, or<br />

increase the cost to provide such products. In addition, adverse economic conditions, such as declines in<br />

housing values, could lead to an increase in mortgage <strong>and</strong> other home loan delinquencies <strong>and</strong> higher writeoffs,<br />

which can adversely affect our earnings.<br />

Global financial markets were <strong>and</strong> continue to be extremely volatile <strong>and</strong> were materially <strong>and</strong> adversely<br />

affected by a significant lack of liquidity, decreased confidence in the financial sector, disruptions in the<br />

credit markets, reduced business activity, rising unemployment, declining home prices <strong>and</strong> erosion of<br />

consumer confidence. These factors have contributed to <strong>and</strong> may continue to adversely affect our business,<br />

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

xxiv

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