Prominent Notes: - Securities and Exchange Board of India
Prominent Notes: - Securities and Exchange Board of India
Prominent Notes: - Securities and Exchange Board of India
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estrictions <strong>and</strong> incidents occur, or if we are unable to procure the requisite quantities <strong>of</strong> raw materials<br />
in time <strong>and</strong> at commercially acceptable prices, the performance <strong>of</strong> our business <strong>and</strong> results <strong>of</strong><br />
operations may be adversely affected.<br />
25. The conditions <strong>and</strong> restrictions imposed by our lenders could restrict our ability to exp<strong>and</strong> our<br />
business <strong>and</strong> operations.<br />
As on December 31, 2010 we have availed an aggregate <strong>of</strong> `1187.02 Lacs as secured loans from<br />
various banks <strong>and</strong> other entities. Most <strong>of</strong> our loans are secured by way <strong>of</strong> mortgage <strong>of</strong> fixed assets <strong>and</strong><br />
hypothecation <strong>of</strong> current assets both present <strong>and</strong> future. In case we are not able to pay our dues in time,<br />
the same could adversely impact our operations. In addition to the above, our financing arrangements<br />
also include conditions <strong>and</strong> covenants that require us to obtain consents <strong>of</strong> our lenders prior to carrying<br />
out certain activities <strong>and</strong> entering into certain transactions. Failure to obtain such consents can have<br />
significant consequences on our capacity to exp<strong>and</strong> <strong>and</strong> therefore adversely affect our business <strong>and</strong><br />
operations. We cannot assure you that we have requested or received all consents from our lenders that<br />
are required by our financing documents. As a result, it is possible that a lender could assert that we<br />
have not complied with all terms under our existing financing documents. Any failure to comply with<br />
the requirement to obtain a consent, or other condition or covenant under our financing agreements that<br />
is not waived by our lenders or is not otherwise cured by us, may lead to a termination <strong>of</strong> our credit<br />
facilities, acceleration <strong>of</strong> all amounts due under such facilities <strong>and</strong> trigger cross default provisions<br />
under certain <strong>of</strong> our other financing agreements <strong>and</strong> may adversely affect our ability to conduct our<br />
business <strong>and</strong> operations or implement our business plans.<br />
26. Some <strong>of</strong> our Promoters had pledged <strong>and</strong> have agreed to pledge some <strong>of</strong> their Equity Shares in the<br />
Company subsequent to the Issue to the State Bank <strong>of</strong> <strong>India</strong> to secure the financial obligations <strong>of</strong> the<br />
Company.<br />
Three <strong>of</strong> our Promoters, Mr. Jayanti Sanghvi, Mr. Babulal Sanghvi <strong>and</strong> Mr. Naresh Sanghvi had<br />
pledged 13,39,140 equity shares held by them in our Company constituting 16.03% <strong>of</strong> the pre-issue<br />
paid-up capital in favour <strong>of</strong> State Bank <strong>of</strong> <strong>India</strong> in order to secure the financial obligations <strong>of</strong> the<br />
Company. By a letter dated April 11, 2011, State Bank <strong>of</strong> <strong>India</strong> has revoked the said pledge on the<br />
Equity Shares. However, the said shares would be repledged in their favour only after listing <strong>of</strong> the<br />
Equity Shares <strong>of</strong> the Company on the Stock <strong>Exchange</strong>s but before disbursement <strong>of</strong> the new term loan.<br />
In the event <strong>of</strong> default or a breach <strong>of</strong> the covenants, the bank shall have the right to enforce the pledge<br />
which may result in substantial reduction <strong>of</strong> the shareholding <strong>of</strong> the Promoters in the Company <strong>and</strong><br />
may adversely affect the shareholding <strong>and</strong>/or management structure <strong>of</strong> the Company. For further<br />
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27. Our Promoters <strong>and</strong> Promoter Group will continue to retain significant control in our Company after<br />
the Issue, which will allow them to influence the outcome <strong>of</strong> matters submitted to shareholders for<br />
approval in their favour.<br />
After this Issue, our Promoter <strong>and</strong> Promoter group will beneficially own approximately 56.8 % <strong>of</strong> our<br />
post-Issue Equity Share Capital. As a result, they will have the ability to exercise significant influence<br />
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significant corporate transactions. The Promoter <strong>and</strong> Promoters Group will also be in a position to<br />
influence any shareholder action or approval requiring a majority vote, except where they are required<br />
by applicable laws to abstain from voting. Such a concentration <strong>of</strong> ownership may also have the effect<br />
<strong>of</strong> delaying, preventing or deterring a change in control.<br />
28. Impairment <strong>of</strong> assets <strong>of</strong> our Company can adversely affect our results <strong>of</strong> operations<br />
Our Company has provided for impairment to its assets in the Fiscal 2009-2010 to the extent <strong>of</strong> 2.07<br />
Lacs on account <strong>of</strong> obsolete assets. Any future susbstantial impairment may adversely impact the<br />
results <strong>of</strong> our operations.<br />
29. There are certain audit qualifications in ��������������������������������������������������������������<br />
Our auditors have qualified the financial statements for FY 2005-2006, FY 2006-2007, FY 2007-08<br />
<strong>and</strong> FY2008-09 with regard to non-compliance <strong>of</strong> AS-15- Employee Benefits. These audit<br />
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