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Prominent Notes: - Securities and Exchange Board of India

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35. The requirements <strong>of</strong> being a public listed company may strain our resources <strong>and</strong> distract<br />

management.<br />

We have no experience as a public listed company or with the increased scrutiny <strong>of</strong> its affairs by<br />

shareholders, regulators <strong>and</strong> the public at large that is associated with being a public company. As a<br />

public listed company, we will incur significant legal, accounting, corporate governance <strong>and</strong> other<br />

expenses that we did not incur as an unlisted company. We will also be subject to the provisions <strong>of</strong> the<br />

listing agreements signed with the Stock <strong>Exchange</strong>s which require us to file unaudited financial results<br />

(on a limited review basis) on a quarterly basis. In order to meet our financial control <strong>and</strong> disclosure<br />

obligations, significant resources <strong>and</strong> management supervision will be required. As a result, our<br />

management's attention may be diverted from other business concerns, which could have an adverse<br />

effect on our business <strong>and</strong> operations. There can be no assurance that we will be able to satisfy our<br />

reporting obligations <strong>and</strong>/or readily determine <strong>and</strong> report any changes to our results <strong>of</strong> operations in as<br />

timely a manner as other listed companies. In addition, we may need to increase the strength <strong>of</strong> team<br />

<strong>and</strong> hire additional legal <strong>and</strong> accounting staff with appropriate experience in a public listed company<br />

<strong>and</strong> accounting knowledge <strong>and</strong> we cannot assure you that we will be able to do so in a timely manner.<br />

Furthermore, we may not be able to attract suitable employees which may have an adverse effect in our<br />

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

36. Our ability to pay dividends will depend upon future earnings, financial condition, cash flows,<br />

working capital requirements, capital expen�����������������������������������������������<br />

The amount <strong>of</strong> our future dividend payments, if any, will depend upon our future earnings, financial<br />

��������������������������������������������������������������������������������������������������������<br />

factors. There can be no assurance that we shall have distributable funds or that we will declare<br />

dividends in the future. Additionally, the terms <strong>of</strong> any financing we obtain in the future, may contain<br />

restrictive covenants which may also affect some <strong>of</strong> the rights <strong>of</strong> our shareholders, including the<br />

payment <strong>of</strong> the dividend.<br />

37. We have entered into certain related party transactions<br />

We have, in the course <strong>of</strong> our business, entered into transactions with related parties that include our<br />

Promoter Group, our Subsidiary, our associate companies <strong>and</strong> our Group Companies. While we believe<br />

that all such transactions have been conducted on an arm's length basis, there can be no assurance that<br />

we could not have achieved more favourable terms had such transactions not been entered into with<br />

related parties. Furthermore, it is likely that we may enter into related party transactions in the future.<br />

There can be no assurance that such transactions, individually or in the aggregate, will not have an<br />

adverse effect on our financial condition <strong>and</strong> results <strong>of</strong> operations. For more information on Related<br />

Party Transactions, please see the section titled "��������������������� ���������� ������������ �������<br />

Company������appearing on page no. 149.<br />

38. Some <strong>of</strong> our Group Companies <strong>and</strong> our Subsidiary have incurred losses in the past.<br />

The following group companies <strong>and</strong> Subsidiary have incurred losses in the past:<br />

Sr.<br />

No.<br />

Name <strong>of</strong> Entity<br />

1. Rajeshwari<br />

Limited<br />

Forgings Private<br />

2. Sanghvi Middle East (Free zone<br />

Establishment)<br />

XXII<br />

PAT / (Loss) ` In Lacs<br />

March 31, 2010 March 31, 2009 March 31, 2008<br />

0.001 0.04 (0.05)<br />

(16.14)<br />

(0.68) N.A.<br />

There is no assurance that these companies or any other companies or ventures promoted or acquired<br />

by the Promoters or by the Company will not incur losses in any future periods or that there will not be<br />

an adverse effect on our reputation or business as a result <strong>of</strong> such losses.

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