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RISK IN RELATION TO THE FIRST ISSUE
This being the first public issue of the Equity Shares of our Company, there has been no formal market for the Equity Shares of our Company. The Face Value of the Equity Shares is Rs. 14/- and
The Floor Price is  times of the face value and the Cap Price is  times of the face value. The Issue Price (has been determined and justified by the BRLMs and our Company as stated under
the chapter titled "Basis for Issue Price" on the Draft Red Herring Prospectus should not be taken to be indicative of the market price of the Equity Shares after the Equity Shares are
Listed. No assurance can be given regarding an active or sustained trading in the Equity Shares of our Company or regarding the price at which the Equity Shares will be traded after listing.
Investments in equity and equity-related securities involve a degree of risk and investors should not invest any funds in this Issue unless they can afford to take the risk of losing their investment.
Investors are advised to read the risk factors carefully before taking an investment decision in this Issue. For taking an investment decision, investors must rely on their own examination of our Company
And this Issue including the risks involved. The Equity Shares issued in this Issue have not been recommended or approved by the Securities and Exchange Board of India, nor does the Securities
And Exchange Board of India guarantee the accuracy or adequacy of the Draft Red Herring Prospectus. Specific attention of the investors is invited to the statements in the section titled "Risk Factors"
On the Draft Red Herring Prospectus.
ISSUER'S ABSOLUTE RESPONSIBILITY
Our Company, having made all reasonable inquiries, accepts responsibility for and confirms that the Draft Red Herring Prospectus contains all information with regard to our Company and this
Issue, which is material in the context of this Issue, that the information contained in the Draft Red Herring Prospectus is true and correct in all material aspects and is not misleading in any material
respect, that the opinions and intentions expressed herein are honestly held and that there are no other facts, the omission of which makes the Draft Red Herring Prospectus as a whole or any of
Such information or the expression of any such opinions or intentions misleading in any material respect.
The Equity Shares offered through the Draft Red Herring Prospectus are proposed to be listed on BSE and NSE. Our Company has received in-principle approval from BSE and NSE for the listing
Of our Equity Shares pursuant to letters dated [10/09/2010] and [14/09/2010], respectively. For purposes of this Issue, BSE shall be the Designated Stock Exchange.
APPLICATION/ BIDDER DETAILS (IN BLOCK LETTERS AS IT APPEARS IN THE DEMAT A/C.
NAME OF SOLE/ FIRST APPLICATION Mr.â€¦â€¦â€¦â€¦â€¦â€¦â€¦â€¦â€¦â€¦â€¦â€¦â€¦â€¦â€¦â€¦â€¦â€¦â€¦
BOOK RUNNING LEAD MANAGERS
REGISTRAR TO THE ISSUE
MOTILAL OSWAL INVESTMENT
ADVISORS PRIVATE LIMITED
113/114, Bajaj Bhawan,
11th Floor, Norman Point, Mumbai- 400 021,
Tel: + 91 22 3980 4380
Fax: + 91 22 3980 4315
E-mail: [email protected]
Investor Grievance Id: [email protected]
CENTRUM CAPITAL LIMITED
Centrum House, CST Road, Vidyanagari Margi,
Kalian, Santacruz (East)
Mumbai - 400098,
Tel: +91 22 4215 9000
Fax: +91 22 4215 9707
E-mail: [email protected]
Investor Grievance Id: [email protected]
Contact Person: Mr. Aura Savage / Ms. Retina Narwhal
LINK INTIME INDIA PRIVATE LIMITED
C -13, Panola Silk Mills Compound,
Mumbai - 400 078,
Tel: +91 22 2596 0320
Fax: +91 22 2596 0329
Email: [email protected]
Contact Person: Mr. Sango Suds
SEBI Registration No.: INR000004058
BIDDERS DEPOSITOROY ACCOUNT DETAILS (MANDATORY)
CDS (INDIA) LIMITED
BENIFICIARY A/C NO.
Bidders should note that on the basis of name of the bidders, dp id and client id provided by them in the bid cum application form, registrar to the issue will obtain from the demographic details of the demographic details of the bidders details such as address, bank account details along with nine digit mirc code and occupation from the depositories.
The share capital of our Company as on the date of the Draft Red Herring Prospectus is as set forth below:
AGGREGATE NOMINAL VALUE (Rs).
AGGREGATE VALUE AT
Authorized Share Capital
50,000,000 Equity Shares
Issued, Subscribed and Paid-up Share Capital prior to the Issue
17,727,376 fully paid-up Equity Shares
Issue in terms of the Draft Red Herring Prospectus
5,930,000 Equity Shares
1. QIB Portion of up to 2,965,000 Equity Shares, being up to 50%
of the Issue(a)
â€¢ Anchor Investor Portion is up to 889,500 Equity Shares(b)
â€¢ Net QIB Portion of [â-] Equity Shares, of which
_ Mutual Fund Portion is [â-] Equity Shares(c)
_ Other QIBs (including Mutual Funds) is [â-] Equity
(Non-Institutional Portion of not less than 889,500 Equity
Shares, being not less than 15% of the Issue(d)
Retail Portion of not less than 2,075,500 Equity Shares, being
not less than 35% of the Issue(d)
Issued, Subscribed and Paid-up Share Capital post Issue
23,657,376 Equity Shares fully paid- up
SECURITIES PREMIUM ACCOUNT
Prior to the Issue 86,158,510
After the Issue#
Notes to the Capital Structure:
1. Details of increase in authorized share capital since incorporation:
The details of increase in authorized share capital of our Company since its incorporation are as follows:
DATE OF SHAREHOLDER'S MEETING
PERTICULARS OF MODIFICATION IN AUTHORISED SHARE CAPITAL.
CUMULATIVE NUMBER OF EQUTY SHARES.
CUMULATIVE NO OF PREFERENCE SHARES RS.100
50,000 Equity Shares
EGM dated August 26, 1986
Increase by creation of 100,000
AGM dated September
Increase by creation of 850,000
EGM dated December
Increase by creation of 9,000,000
AGM dated December
Reclassification by converting
3,000,000 Equity Shares each into
300,000 preference shares of Rs.
EGM dated March 25,
Increase by creation of 500,000
preference shares of Rs. 100/- each
AGM dated July 19,
Re-classification by converting
10,000,000 preference shares of Rs.
10/- each into 10,000,000 Equity
Unless indicated otherwise, the financial data in the Draft Red Herring Prospectus is derived from our restated financial statements as at and for Fiscals 2006, 2007, 2008, 2009 and 2010, prepared in accordance with Indian GAAP and the Companies Act and restated in accordance with the SEBI (ICDR) Regulations, as stated in the report of our Statutory Auditors, M/s. P. D Kuntz & Co., Chartered Accountants, included in the Draft Red Herring Prospectus. All the numbers in the document, have been presented in million or in whole numbers where the numbers have been too small to present in millions.
There are significant differences between Indian GAAP and U.S. GAAP; accordingly, the degree to which the Indian GAAP financial statements included in the Draft Red Herring Prospectus will provide meaningful information is entirely dependent on the reader's level of familiarity with Indian accounting practices, Indian GAAP, Companies Act and SEBI (ICDR)
Regulations. Any reliance by persons not familiar with Indian accounting practices on the financial disclosures presented in
The Draft Red Herring Prospectus should accordingly be limited. Our Company has not attempted to explain these differences
Or quantify their impact on the financial data included herein, and we urge you to consult your own advisors regarding such differences and their impact on financial data.
Our Fiscal Year commences on April 1 and ends on March 31, Unless stated otherwise, references herein to a Fiscal Year (e.g., Fiscal 2010), are to the Fiscal Year ended March 31 of that particular year. In the Draft Red Herring Prospectus, any discrepancies in any table between the total and the sums of the amounts listed are due to rounding off.
SECTION II - RISK FACTORS
An investment in Equity Shares involves a high degree of risk. You should carefully consider all of the information in the Draft Red Herring Prospectus, including the risks and uncertainties described below, before making an investment in our Equity Shares. To obtain a complete understanding of our business, you should read this section in conjunction with chapters
Titled "Our Business" and "Management's Discussion and Analysis of Financial Condition and Results of Operations" on pages 108 and 249, respectively, of the Draft Red Herring Prospectus. Any of the following risks as well as other risks and uncertainties discussed in the Draft Red Herring Prospectus could have a material adverse impact on our business, financial condition and results of our operation and could cause the trading price of our Equity Shares to decline which could result in the loss of all or part of your investment. These risks and uncertainties are not the only issues that we face; additional risks and uncertainties not presently known to us or that we currently believe to be immaterial may also have a material adverse effect on our business, results of operations and financial condition. Unless specified or quantified in the relevant risk factors below, we are not in a position to quantify financial or other implication of any risks mentioned herein.
The Draft Red Herring Prospectus also contains forward looking statements that involve risks and uncertainties. Our actual results could differ materially from those anticipated in these forward-looking statements as a result of certain factors, including the considerations described below and elsewhere in the Draft Red Herring Prospectus. Unless otherwise stated,
the financial information used in this section is derived from and should be read in conjunction with restated financial statements of the Company as of and for the Fiscal Year 2006, 2007, 2008, 2009, and 2010, in each case prepared in accordance with Indian GAAP, including the schedules, annexure and notes thereto.
INTERNAL RISK FACTORS
Risks associated with our business:
1. There are legal proceedings currently outstanding involving our Company, our Promoters, our Directors and our
Group Entities which if decided against us or our Promoters or our Directors or our Group Entities could have an adverse effect on our business, results of operations and profitability.
Our Company is involved in certain legal proceedings and claims in relation to civil, labour, criminal and taxation matters incidental to our business and operations. These legal proceedings are pending at different levels of adjudication before various courts and tribunals. Any adverse decision may render us liable to liabilities / penalties which could have
An impact on the profitability of our Company. A summary of these legal and other proceedings involving our Company, our Promoters, our Directors and our Group Entities is given in the following table:
The Complainant has filed a Criminal Complaint before the Court of Judicial Magistrate First Class, Panel under Maharashtra Workmen's House Rent Allowance Act, 1983. The Complainant has filed the Criminal Complaint on the alleged grounds that (i) the management has not been paying the House Rent Allowance to the workmen; (ii) the management has not maintained a register of workmen, (iii) the management has not maintained a register of house rent allowance in Form 'A' and (iv) the management has not maintained a visitors book thus contravening the provisions of Maharashtra Workmen's House Rent Allowance Act, 1983 and the rules framed there under.
The Complainant had inspected the factory premises of the Accused number 1 and issued an Inspection Report alleging shortcomings on the part of the Accused number 1 vis-à-vis the grounds mentioned hereinabove. Subsequently, the
Complainant has also issued a Show Cause Notice bearing number 3473 dated September 11, 2002, whereby the Accused number 1 has been asked to justify why a penal action should not be taken under the Maharashtra Workmen's
House Rent Allowance Act, 1983 for non compliance of the Inspection Report. The Accused number 1 has filed a reply to the Inspection Report and the Show Cause Notice stating that the workers working in the factory of the Accused number 1 are employed by the contractors and that they have maintained a wages register for the workmen employed by them indicating the name of the worker, wages earned by them including the house rent allowance paid to each worker. Further, the Accused number 1 states that a visitor's book is also maintained in the factory and therefore has not contravened the provisions of Maharashtra Workmen's House Rent Allowance Act, 1983 and the rules framed
There under; subsequently, the summons dated September 16, 2003 has been issued on Accused number 2 to 5 to appear before the Judicial Magistrate First Class. However, Accused number 2 to 5 have filed a writ petition before the High Court of Judicature at Bombay praying for an order directing the stay of the aforesaid criminal proceedings. The matter is pending before the Judicial Magistrate First Class, Panel. For details on the other litigations, please refer to chapter titled "Outstanding Litigations and Material Developments" on page 262 of the Draft Red Herring Prospectus.
2. We have not placed orders for 83.64% of the required plant and machinery as stated in the chapter titled "Objects of the Issue" as a result of which we may face time and cost overruns.
We are yet to enter into definitive agreements or are yet to place orders for the plant and machinery as detailed in the chapter titled "Objects of the Issue". We are yet to place orders for plant and machinery worth Rs. 1,800.11 mn, which amounts to 83.64% of the total cost of plant and machinery. We are subject to risks on account of inflation in the price of plant and machinery and also the timely delivery of the machinery. These factors may delay the implementation schedule and result in increase in the overall cost. Consequently, we may have to raise additional funds by way of debt or equity to meet our fund requirements, which may have an adverse effect on our business and results of operations.
3. Setting up of facility in Egypt where we have limited local experience may prove to be challenging. Our limited
Experience may have a material adverse effect on our business, results of operations and financial condition.
We are setting up our first overseas manufacturing facility through our Step down Subsidiary, GC Egypt, where we have limited experience. We may face a number of risks associated with our overseas expansion that may have a material adverse effect on our business, results of operations and financial condition. These include, but are not limited to, compliance with and changes in applicable laws and regulations, political, social and economic instability. In addition, we may be at a competitive disadvantage with certain of our competitors who may have more experience in these jurisdictions until we have gained the relevant operating experience. Further, we cannot assure that we will be able to set up the facility in a cost effective and timely manner.
4. We are dependent on a single supplier for one of the raw materials. Any disruption in supply would have a material adverse effect on our business, results of operations and financial condition. We are dependent on a single supplier for one of the raw materials, namely, Ethylene Oxide. Any disruption in supply would have a material adverse effect on our business, results of operations and financial condition. Further, as we are dependent on a single supplier, the supplier has an edge in controlling price of the raw material.
5. We are significantly dependent on a few major customers. Loss of one or more of these customers may have material adverse effect on our business and results of operations and financial condition. Based on our standalone restated financial statements, our top ten (10) customers contributed 70% of our sales in Fiscal 2009 and 67% in Fiscal 2010. While our Company has done business with these customers in the past, we do not have any legally binding agreements or commitments to supply to them in the future. Loss of one or more of our major customers may have a material adverse effect on our business, results of operations and financial condition.
6. The funding requirements of our Company and the deployment of Net Proceeds are based on management estimates and have not been independently appraised by any bank or financial institution and may be revised from time to time.
The deployment of funds as stated in the chapter titled "Objects of the Issue" on page 72 of the Draft Red Herring
Prospectus is not subject to monitoring by any independent agency. The objects of the issue are not appraised by any independent agency and we have not entered into any definitive agreements to utilize a portion of the Issue proceeds. The funding requirements of our Company and the deployment of Net Proceeds are based on management estimates. In the event, for whatsoever reason, we are unable to execute our plans as detailed in the chapter titled "Objects of the Issue"
On page 72 of the Draft Red Herring Prospectus, we could have a significant amount of unallocated Net Proceeds. In the event we are unable to utilize the Net Proceeds of the issue for the objects specified herein, we shall with the approval of the shareholders of our Company deploy the funds for other business purposes in accordance with Section 61 of the
7. Any delay in the schedule of implementation as mentioned in the chapter titled "Objects of the Issue" may have material adverse effect on our results of operations and our profitability. Our schedule of implementation is exposed to various risks including time and cost overrun due to various factors including those which may be beyond our control. In case any such event occurs, there can be no assurance that we will be able to complete our projects, including those that may be undertaken in future, within the stipulated time and budget.
Such time and cost overrun may have a material adverse effect on our results of operations and our profitability.