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Prominent Notes: - Securities and Exchange Board of India

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51. You may be restricted in your ability to exercise pre-emptive rights under <strong>India</strong>n law <strong>and</strong> may be<br />

adversely affected by future dilution <strong>of</strong> your ownership position.<br />

Under the Companies Act, a company incorporated in <strong>India</strong> must <strong>of</strong>fer its holders <strong>of</strong> equity shares preemptive<br />

rights to subscribe <strong>and</strong> pay for a proportionate number <strong>of</strong> shares to maintain their existing<br />

ownership percentages before the issuance <strong>of</strong> any new equity shares, unless the pre-emptive rights have<br />

been waived by adoption <strong>of</strong> a special resolution by holders <strong>of</strong> three-fourths <strong>of</strong> the shares which are<br />

voted on the resolution unless we have obtained government approval to issue without such rights.<br />

However, if the law <strong>of</strong> the jurisdiction you are in does not permit you to exercise your pre-emptive<br />

rights without us filing an <strong>of</strong>fering document or registration statement with the applicable authority in<br />

the jurisdiction you are in, you will be unable to exercise your pre-emptive rights unless we make such<br />

a filing. If we elect not to make such a filing, the new securities may be issued to a custodian, who may<br />

sell the securities for your benefit. The value such custodian would receive upon the sale <strong>of</strong> such<br />

securities, if any, <strong>and</strong> the related transaction costs cannot be predicted. To the extent that you are<br />

unable to exercise pre-emptive rights granted in respect <strong>of</strong> the Equity Shares held by you, your<br />

proportional interest in us would be reduced.<br />

52. Increasing employee compensation in <strong>India</strong> may erode some <strong>of</strong> our competitive advantage <strong>and</strong> may<br />

reduce our pr<strong>of</strong>it margins.<br />

Wage costs in <strong>India</strong> have historically been significantly lower than the wage costs in the developed<br />

countries, which has been one <strong>of</strong> our competitive strengths. However, wage increases in <strong>India</strong> may<br />

prevent us from sustaining this competitive advantage <strong>and</strong> may negatively affect our pr<strong>of</strong>it margins.<br />

This could impact our performance, pr<strong>of</strong>it margins <strong>and</strong> may have a material adverse effect on our<br />

business<br />

53. Any disruption in the supply <strong>of</strong> power, raw materials, telecom lines could disrupt our business<br />

process or subject us to additional costs.<br />

Any disruption in basic infrastructure could negatively impact our business since we may not be able to<br />

provide timely or adequate services to our clients. We do not maintain business interruption insurance<br />

<strong>and</strong> may not be covered for any claims or damages if the supply <strong>of</strong> power, raw materials <strong>and</strong> telecom<br />

lines is disrupted. This may result in the loss <strong>of</strong> a client, impose additional costs on us <strong>and</strong> have an<br />

adverse effect on our business, financial condition <strong>and</strong> results <strong>of</strong> operations <strong>and</strong> could lead to decline in<br />

the price <strong>of</strong> our Equity Shares.<br />

54. Natural calamities could have a negative impact on the <strong>India</strong>n economy <strong>and</strong> cause our business to<br />

suffer.<br />

<strong>India</strong> has experienced natural calamities such as earthquakes, tsunami, floods <strong>and</strong> drought in the past<br />

few years. Natural calamities could have a negative impact on the <strong>India</strong>n economy <strong>and</strong> may cause<br />

suspension, delays or damage to our current projects <strong>and</strong> operations, which may adversely affect our<br />

business <strong>and</strong> our results <strong>of</strong> operations.<br />

55. We operate in a very competitive industry <strong>and</strong> our failure to successfully compete could result in the<br />

loss <strong>of</strong> one or more significant customers.<br />

We operate in a very competitive environment <strong>and</strong> compete against various domestic <strong>and</strong> foreign<br />

forging companies. Our competitive edge depends on various factors, such as the type <strong>of</strong> project,<br />

contract value, potential margins, the complexity, location <strong>of</strong> the project <strong>and</strong> risks relating to revenue<br />

generation. While service quality, technical ability, performance record, experience, health <strong>and</strong> safety<br />

records <strong>and</strong> the availability <strong>of</strong> skilled personnel are key factors in client decisions among competitors,<br />

price <strong>of</strong>ten is the deciding factor in most tender awards.<br />

Risks Relating to issue <strong>and</strong> the Equity Shares<br />

XXVI

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