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sejal architectural glass limited - Securities and Exchange Board of ...

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utilized portion <strong>of</strong> the licence. Additionally, the respective authorities have the discretion to levy penalties<br />

<strong>and</strong> / or interest for any defaults on a case-to-case basis.<br />

Further, our company proposes to import certain plant & machinery for our float <strong>glass</strong> project, under the<br />

EPCG scheme, in terms <strong>of</strong> which, capital goods may be imported at a concessional rate <strong>of</strong> custom duty.<br />

Under the EPCG scheme, we are required to export goods aggregating in value to eight times <strong>of</strong> the import<br />

duty saved within 8 years, failing which an amount equivalent to the duty amount saved along with the<br />

interest at applicable rates would be required to be paid to the Government <strong>of</strong> India. We have an aggregate<br />

outst<strong>and</strong>ing export obligation <strong>of</strong> USD 88,75,045.80 under the EPCG Scheme. For further details please refer<br />

to the section titled “Our Business” beginning on page [●]_<strong>of</strong> this Draft Red Herring Prospectus.<br />

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

capital requirements, capital expenditures, lender’s approvals <strong>and</strong> other factors.<br />

We have been paying dividends to our shareholders. However, the amount <strong>of</strong> our future dividend payments,<br />

if any, will depend upon our future earnings, financial condition, cash flows, working capital requirements,<br />

capital expenditures, lender’s approvals <strong>and</strong> other factors. There can be no assurance that we shall have<br />

distributable funds or that we will declare dividends in the future.<br />

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

We have entered into certain related party transactions with our Promoters, Directors, Promoters Group<br />

entities <strong>and</strong> key managerial personnel. For further details, please refer to the section titled “Financial<br />

Statements - Related Party Transactions” beginning on page [•] <strong>of</strong> this Draft Red Herring Prospectus.<br />

25. We have availed unsecured loans, which are repayable on dem<strong>and</strong>.<br />

As per our financial statements, as on September 30, 2007, we have unsecured loan <strong>of</strong> Rs. 1565.85 Lacs, <strong>of</strong><br />

which Rs. 661.10 Lacs are availed from group / associate companies / directors / promoters <strong>and</strong> Rs. 904.75<br />

Lacs are from others, which is repayable on dem<strong>and</strong>. Any dem<strong>and</strong> from lenders for repayment <strong>of</strong> such<br />

unsecured loans, may adversely affect our business operations <strong>and</strong> cash flow position. For further details <strong>of</strong><br />

these unsecured loans, please refer to Auditors’ Report- Financial Statements beginning on page [•] <strong>of</strong> this<br />

Draft Red Herring Prospectus.<br />

26. Upon completion <strong>of</strong> the Issue, our Promoters <strong>and</strong> Promoter Group may continue to retain majority<br />

holding in our Company, which will allow them to influence the outcome <strong>of</strong> matters submitted to<br />

shareholders for approval.<br />

Upon completion <strong>of</strong> this Issue, our Promoters <strong>and</strong> Promoter Group will own 52.11% <strong>of</strong> our Equity Shares on a<br />

fully diluted basis. As a result, our Promoters Group will have the ability to exercise significant influence<br />

over all matters requiring shareholders’ approval, including the election <strong>of</strong> directors <strong>and</strong> approval <strong>of</strong><br />

significant corporate transactions. Our Promoters <strong>and</strong> Promoters Group will also be in a position to influence<br />

any shareholder action or approval requiring a majority vote, except where it is required by applicable laws<br />

to abstain from voting. Such a concentration <strong>of</strong> ownership may also have the effect <strong>of</strong> delaying, preventing<br />

or deterring a change in control.<br />

27. One <strong>of</strong> our products i.e. Kool Glass, currently forms a major part <strong>of</strong> our revenue <strong>and</strong> any decrease in<br />

the dem<strong>and</strong> for Kool Glass could adversely affect our sales revenue <strong>and</strong> our business pr<strong>of</strong>itability.<br />

Currently, major part <strong>of</strong> our sales revenue 47.87 % for FY 2007 (as per our financial statements) is derived<br />

from Kool Glass. In case <strong>of</strong> any decrease in the dem<strong>and</strong> <strong>of</strong> Kool Glass, our sales revenue <strong>and</strong> business<br />

pr<strong>of</strong>itability may be adversely affected.<br />

28. We depend on few suppliers for substantial portion <strong>of</strong> our raw material purchases.<br />

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