17
and necessary provisions and we should not have failed to meet our obligations to pay the interest
and/or commission and/or installment or other money payable to the said lender,
•
make any major change in the management involving transfer of ownership; and
•
enter into any scheme of merger, amalgamation, reconstruction or consolidation or any scheme
of arrangement or compromise for the benefit of our creditors.
•
incur additional debt, change our capital structure, increase or modify our capital expenditure plans,
create additional charges on or further encumber our assets
Failure to meet these conditions or obtain these consents could have significant consequences for our
business. Specifically, we must seek, and may be unable to obtain, lenders’ consents to incur additional
debt, change our capital structure, increase or modify our capital expenditure plans, create additional
charges on or further encumber our assets or merge with or acquire other companies, whether or not there
is any failure by us to comply with the other terms of such agreements.
Compliance with the various terms of our loans is, however, subject to interpretation and we cannot assure
you that we have requested or received all consents from our lenders that would be advisable under our
financing documents. As a result, it is possible that a lender could assert that we have not complied with all
the terms under our financing documents. Any failure to service our indebtedness, comply with a
requirement to obtain a consent or perform any condition or covenant could lead to a termination of one or
more of our credit facilities, acceleration of amounts due under such facilities and cross-defaults under
certain of our other financing agreements, any of which may adversely affect our ability to conduct our
business and have a material adverse effect on our financial condition and results of operations.
7.
Our Company has obtained unsecured debt aggregating to Rs. 2,835.04 lakhs from our Promoters and
others that are repayable on demand, which may adversely affect our business, financial condition and
results of operations
As on March 31, 2011, Our Company has obtained unsecured debt aggregating Rs. 2,835.04 lakhs from our
Existing Promoters and others that are repayable on demand. In the event that Existing Promoters or any
other lender, from whom we have availed, unsecured debt or which we may avail in the future, call in such
loans/ debt, we would need to find alternative sources of financing, which may not be available on
commercially reasonable terms or at all. For further details in this regard, see “Financial Statements of the
Issuer” on page no. 140 of this Draft Letter of Offer.
8.
We have entered into agreements for the acquisition of land. There is no assurance that we will be able
to acquire these lands. We also undertake projects on land owned by third parties pursuant to
development agreements, which entail certain risks.
Our Company has entered into development agreements with third parties in respect of Project X’enus and
Project X’point. In these projects, the title to the land is owned by one or more of these third parties and we
have acquired the sole development rights to the land. These development agreements confer to us the
rights to construct, develop, market and sell the built-up area on the land to buyers. Such projects involve
working together with several third parties and our relationships with these third parties are governed by
the development agreements. Though Our Company is generally empowered to make all operating
decisions for the development of these projects, we may be required to make certain decisions in
consultation with such third parties. Further, these development agreements are terminable by either party
upon the occurrence of a breach of the terms of the development agreements. If any sole development
agreement that we enter into with third party in respect of a parcel of land is terminated upon the
occurrence of a breach, we may not be able to carry on any developments on such land.
9.
Our statements regarding saleable area, areas under development, developable land and expected
launch and completion dates are based on architects' certificates and management estimates
.
The Developable Area, Saleable Area, the acreage and square footage and other land area data relating to
our land developments and land reserves and presented in this Draft Letter of Offer is based on certificates
prepared by architects and management estimates. However, the acreage and square footage actually
developed and sold may differ from the numbers presented herein, based on various factors such as market
18
conditions, title defects and any inability to obtain required regulatory approvals. Any significant variation
between (i) the figures for developable land contained in the architects' certificate and our estimates of
developable land and (ii) the area actually held or developed could adversely affect the revenues that we
generate from our projects, which could adversely affect our business, prospects, financial condition and
results of operations. Further, the expected launch and completion dates of our projects are based on
management estimates and are subject to change for various reasons.
10.
Our Company does not own its registered office.
Our Company’s registered office and certain other premises from which we operate are not owned by us
and these premises have been taken on lease / leave and license. If any agreement under which the
Company occupies the premises is not renewed or is renewed on terms and conditions that are unacceptable
to Our Company, Our Company may suffer a disruption in its operations, which could have material
adverse affect on its business, financial condition and results of operations.
11.
We have experienced negative cash flows from Operating Activities, Investing activities and Financing
activities in the past. Any negative cash flows in the future could adversely affect our results of
operations and financial condition.
We have experienced negative cash flow from operating activities for the year ended March 31, 2008 and
2009. Further, we have experienced negative cash flow from Investing Activities for the year ended March
31, 2007 and 2010 and from Financing activities for the year ended on March 31, 2007, 2009 and 2011.
Any negative cash flows in the future could adversely affect our results of operations and financial
condition.
(Rs. In Lakhs)
Particular
2010-11
2009-10
2008-09
2007-08
2006-07
Net Cash (Used In) / From Operating
Activities
1,275.88
49.77
-160.96
-552.68
44.99
Net Cash used for Investing Activities
692.97
-195.16
846.62
139.16
-7.88
Net Cash Generated from Financing
Activities
-1200.72
130.04
-678.38
403.85
-27.25
If we experience any negative cash flow in the future, this could adversely affect our results of operations
and financial condition. For further details, please refer to the section titled “Financial Statements of
Issuer” on page 140 of this Draft Letter of Offer.
12.
The Equity Shares being issued on rights basis will be partly paid-up until the Final Call is received by
Our Company.
The Issue Price of our Rights Equity Shares is Rs. [*] per Rights Equity Share. The Investors will have to
pay 50% of the Issue Price on application and the balance 50% of the Issue Price on the Final Call made by
the Company. The Rights Equity Shares offered under the Issue will be traded under separate ISINs for the
period as may be applicable prior to the record date for the Final Call. An active market for trading may not
develop for the Rights Equity Shares and, therefore, the trading price of the partly paid-up Equity
Shares may be subject to greater volatility than our fully-paid Equity Shares. Further, Investors in this Issue
will be required to pay the money due on the Final Call even if, at that time, the market price of our Rights
Equity Shares is less than the Issue Price. If the Investor fails to pay the balance amount due with any
interest that may have accrued thereon after notice has been delivered by our Company, then any of
our Rights Equity Shares in respect of which such notice has been given may, at any time thereafter, before
payment of the call money and interest and expenses due in respect thereof, be forfeited by a resolution of
our Board to that effect. Such forfeiture shall include all dividends declared in respect of such
forfeited Rights Equity Shares and actually paid before such forfeiture. Investors are only entitled to
dividend in proportion to the amount paid up and the voting rights exercisable on a poll by Investors shall
also be proportional to such Investor's share of the paid-up equity capital of our Company. If certain
Investors do not pay the full amount, we may not be able to raise the amount proposed under the Issue.
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