 

 

 

 

 

 

 

 

 

o Amount
Particulars (million)
Contingent Liabilities and Commitments
(a) Claims against the Company not acknowledged as debts, 11.70
(b) Commitments 12.19
Estimated amount of contracts remaining to be executed on capital account and not provided 23.89

 

If a significant portion of these liabilities materialise, it could have an adverse effect on our business, financial
condition and results of operations. For further information on our contingent liabilities, see “Restated Financial
Information — Note 36” on page 250.

43. We may require additional equity or debt in the future in order to continue to grow our business, which
may not be available on favorable terms or at all.

Our strategy to grow our business and maintain our market share may require us to raise additional funds or
refinance our existing debt for our working capital or long term loans. We cannot assure you that such funds
will be available on favorable terms or at all. Additional debt financing may increase our financing costs. Our
financing agreements may contain terms and conditions that may restrict our ability to operate and manage our
business, such as terms and conditions that require us to maintain certain pre-set debt service coverage ratios
and leverage ratios and require us to use our assets, including our cash balances, as collateral for our
indebtedness. If we are unable to raise additional funds on favorable terms or at all as and when required, our
business, financial condition, results of operations and prospects could be adversely affected.

44. Our ability to pay dividends in the future will depend on our earnings, financial condition, working capital
requirements, capital expenditures and restrictive covenants of our financing arrangements.

Our Company has not declared dividends on equity shares in the past three Fiscals or in the current Fiscal. For
further information, see “Dividend Policy” on page 217. Our ability to pay dividends in the future will depend on
our earnings, financial condition, cash flow, working capital requirements, capital expenditure and restrictive
covenants of our financing arrangements. The declaration and payment of dividends will be recommended by the
Board of Directors and approved by the Shareholders, at their discretion, subject to the provisions of the Articles
of Association and applicable law, including the Companies Act, 2013, together with the applicable rules issued
thereunder. We may retain all future earnings, if any, for use in the operations and expansion of the business. As
a result, we may not declare dividends in the foreseeable future. Any future determination as to the declaration
and payment of dividends will be at the discretion of our Board and will depend on factors that our Board deems.
relevant, including among others, our future earnings, financial condition, cash requirements, business prospects
and any other financing arrangements We cannot assure you that we will be able to pay dividends in the future.
Accordingly, realization of a gain on Shareholders’ investments will depend on the appreciation of the price of
the Equity Shares. There is no guarantee that our Equity Shares will appreciate in value.

45. After the completion of the Offer, our Promoters along with the Promoter Group will continue to
collectively hold substantial shareholding in our Company.

As on the date of this Prospectus, our Promoters and members of the Promoter Group held 57.48% of the share
capital of our Company on fully diluted basis, for details of their shareholding pre and post Offer, see “Capital
Structure” on page 78. After the completion of the Offer, our Promoters along with the Promoter Group will
continue to collectively hold substantial shareholding in our Company, and will continue to exercise significant
influence over our business policies and affairs and all matters requiring Shareholders’ approval, including the
composition of our Board, the adoption of amendments to our certificate of incorporation, the approval of mergers,
strategic acquisitions or joint ventures or the sales of substantially all of our assets, and the policies for dividends,
lending, investments and capital expenditures. This concentration of ownership also may delay, defer or even
prevent a change in control of our Company and may make some transactions more difficult or impossible without
the support of these stockholders. Further, some of our lenders require that our Promoters provide personal
guarantees in order to secure debt availed by us. We cannot assure that our Promoters will be amenable to provide
such security in future. The interests of the Promoters as our controlling shareholder could conflict with our
interests or the interests of its other shareholders. We cannot assure you that the Promoters will act to resolve any
conflicts of interest in our favor and any such conflict may adversely affect our ability to execute our business
strategy or to operate our business. For further details in relation to the interests of our Promoters in the Company,
please see “Our Promoters and Promoter Group”, “Our Management” and “Financial Information” on pages
208, 193 and 218, respectively.

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