Vkc forex gurgaon news
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There is no penaltyfor cancellation of the agreements. As per the agreement, no restrictions are imposed on thecompany such as those concerning dividends, additional debt etc. Further, we confirm that our Company was a party to certain lease agreements and our Companyhad accounted the same in our financials. Non renewal of the existing franchiseeagreements by the franchisees would affect our market presence and thereby adversely affect ourbusiness and results of operations.
We are operating our business through a nationwide network of 62 branches and 26 franchiseesoperating through outlets as on September 30, and our strength lies in our ability topenetrate and cater to customers across various cities and towns across India. As on date of the DRHP,the agreements in respect to eight of our franchise outlets are due for renewal, though we have receivedletters expressing interest to renew the same, we cannot assure that the same will be renewed. Anyfailure to renew these franchisee agreements in the ordinary course of business in a timely manner or atall, could bring down our market presence in the area where the franchisees operate and consequentlyaffect our ability to service and support our existing customers and may also affect our ability to bringin new clients and thereby adversely affect our business and results of operations.
Our Company was unable to trace certain secretarial records, including records pertaining to theissuance of certain Equity Shares acquired by our past and present shareholders. We have been unable to locate the copies of certain of our secretarial records, i. While we believe that these formswere duly filed on a timely basis, we have not been able to obtain copies of these documents, includingfrom the Registrar of Companies.
We cannot assure you that we will not be subject to any penaltyimposed by a competent regulatory authority in this respect. Further, certain of our annual returns and18 form 66 filed with RoC contains typographical errors pertaining to details of capital structure, date ofprevious AGM, designation of Directors, alteration of Memorandum and Articles of Association, etc.
Additionally, few of our statutory registers like register of charges and fixed assets, for the period sinceincorporation till FY are not traceable. We cannot assure you that we will not be subject to anyadverse action by a competent regulatory authority in this regard. We had not constituted a nomination committee till September 26, RBIvide its circular number A.
Our Company did not constitute a nominationcommittee during the period March to September 26, and are in breach of the RBI circularto that extent. Our Company may be subject to any adverse action including imposition of penalty byRBI or any other regulatory authority, which may adversely affect our business. We have entered into, and will continue to enter into, related party transactions. We have entered and may continue to enter into a number of related party transactions.
Venkatasubramanian 9. Nageswaran 9. Venkatasubramanian 3. Nageswaran 2. Jayam Kannan - - - - Shiksha Overseas 5. Finsoft Soultions Venkatasubramanian - - - - Nageswaran - - - - Jayam Kannan - - - - - In the past, our company has given interest-free unsecured loans and advances to Group Companies. Further, the Peer Reviewed Auditor in his re-audit report for six month period ended on September30, and for FY has stated that these loans are prima facie prejudicial to the interest of theCompany.
These interest-free loans are extended only toGroup Companies and comprise all of the unsecured loans extended by us. All of these entities to whom these loans and advances have beengranted are either loss making or have a negative net worth. The provision of interest-free unsecured loans by us to our Group Companies in future might adverselyaffect our operations and imply opportunity costs on us besides possibility of loss of principal andinterest. Had the said amount been invested in any safe debt instrument we would have receivedassured interest on the loan amount, which we do not receive from our Group Companies.
Further, the Peer Reviewed Auditor in his re-audit report for six month period ended on September 30, and for FY has stated that the interest free advance recoverable on demand to groupconcerns, which is prima facie prejudicial to the interest of the company. Our business is in part dependent on our continuing relationship with our service partners. We, in the normal course of our business enter into arrangements with various entities including ADCategory I banks for facilitating various Forex transactions.
These arrangements play an important rolein helping us provide a wide array of services to our customers. They not only provide us advantagesin the key services segment but also to strengthen and consolidate our brand. Our business and resultsof operations could be adversely affected if we are unable to maintain a beneficial relationship withsuch entities.
We are dependent on our senior management team and the loss of key members or failure to attractskilled personnel may adversely affect our business. We believe we have a team of professionals to oversee the operations and growth of our business.
Oursuccess is substantially dependent on the expertise and continued services of our management team. Any inability on our part to attract and retain talented professionals or key managerial personnel mayadversely affect our business and results of operations. These expenses have been amortized over a period of five years, since FY Though our statutory auditors have confirmed that such a policy is not in violation of any accountingstandard in force, in the future, any such expense deferment may inflate profits for that period.
We have experienced negative net cash flow from operating, investing and financing activities inpast years. Any negative cash flow in the future would adversely affect our business, results ofoperations and financial condition. We had negative net cash flow from operating activities in FY , from investing activities in sixmonths ended for September 30, , FY , , and and from financing activities insix months ended for September 30, , FY , and Any negative cash flows in the future could adversely affect our results ofoperations and financial condition.
Exchange rate fluctuations may adversely affect our results of operations. We are in the business of providing foreign exchange services to our customers. Accordingly, we areexposed to risks associated with foreign exchange fluctuation. Any adverse fluctuation in foreignexchange rates could affect our results of operations. Our inability to open new branches and franchise outlets at correct locations may adversely affectour business.
Our business is dependent on our ability to service and support our customers from proximate locationsand thereby giving our customers easy access to our services. Further, it is vital for us to be present inkey locations for sourcing business as we depend on these branches and franchise outlets to earnrevenue.
Thus any inability on our part to open new branches at correct locations may adversely affectour business and results of operations. Our business is concentrated in southern India and we derive Any breakdown of services in these areas could have a material andadverse effect on our results of operations and financial conditions.
We derive As a result, we are exposed to risks including any change in policies relating to thesestates, any localized social unrest, any natural disaster and any event or development which could makebusiness in such states less economically beneficial. Any such risk, if materializes, could have amaterial adverse effect on the business, financial position and results of operations of our Company. We are subject to intense competition. If we are unable to cope effectively with competition this mayhave a material adverse effect on our business.
We face competition from, competitors who operate under established brands and have presence inboth India and abroad and also from the un-organized sectors. These competitors may have morefinancial resources than us and consequently greater capability than us to invest in expansion and alsoto sustain losses in the initial stages of expansion.
Besides, we also face stiff competition from established AD category I banks, who amongst others alsoprovide money changing facility. These banks have their own existing customer base comprising ofaccount holders, who would prefer to continue with the money changing facilities offered by thesebanks, as part of convenience. Consequently, it may be difficult for our Company to expand itscustomer base. Our competitors have established or may be planning to establish branches and franchisees in certainareas where we operate, which could result in increased competition for patrons.
A significant increasein competition, whether from one new competitor or many, could exert downward pressure on ourprofits, an inability to take advantage of new business opportunities and a loss of market share, all ofwhich would adversely affect our business, financial condition, results of operations and prospects. We have made applications for the registration of 3 trademarks with the Registry of Trade Marks.
Unless our trademarks are approved and registered, we may not be able to effectively prohibit otherpersons from exploiting our brand, which can have material and adverse effect on our business andresults of operations. We have invested considerable moneyand resources for building our brand. Buying and selling foreign currency is our principal business. We deal with cash and foreign currency cards which exposes us to the risk of fraud andmisappropriation of funds. Our insurance policies, security systems and measures undertaken to detectand prevent these risks may not be sufficient to prevent or deter such activities in all cases, which mayadversely affect our operations and profitability.
While we have taken insurance policies, we cannotassure you that no incident of fraud or misappropriation of funds will occur in the future or ourinsurance policy will be sufficient to suffice the loss due to such fraud or misappropriation of funds. Our Company did not have a whole-time secretary during the period March to August Our Company was required to appoint a whole-time secretary under section A of the CompaniesAct and Companies Appointment and Qualifications of Secretary Rules, , since March Our Company appointed Mr.
Sushanta Panda as a whole-time secretary on August 3, , during theinterim period our Company did not have Company Secretary. Further,we cannot assure you that in future we shall be in a position to avoid such delays in appointment ofmanagerial personnel required under applicable laws. Our financial arrangements contain restrictive covenants for certain activities and if we are unableto get their approval, it might restrict our scope of activities and impede our growth plans.
We have entered into agreements for short term and long termborrowings with certain banks and financial institutions. Although we have received approvals for this Issue, we are unable to assure you that ourlenders will provide us with these approvals in the future. We do not own our registered office and our corporate office from which we operate.
Any dispute inrelation to the lease of our premises would have a material adverse effect on our business and resultsof operations. We do not own the premises on which our registered office and corporate office is situated. OurCompany operates from rented and leased premises at various locations. If any of the owners of thesepremises do not renew the agreements under which we occupy the premises or renew such agreementson terms and conditions that are unfavorable to our Company, we may suffer a disruption in ouroperations or have to pay increased rentals which could have a material adverse effect on our business,financial condition and results of operations.
We cannot assure you that we will be able to secure adequate financing in the future on acceptableterms, in time, or at all. We may require additional funds in connection with future business expansion and developmentinitiatives.
In addition to the net proceeds of Fresh Issue and our internally generated cash flow, we23 may need additional sources of funding to meet these requirements, which may include entering intonew debt facilities with lending institutions or raising additional debt in the capital markets.
If wedecide to raise additional funds through the incurrence of debt, our interest obligations will increase,and we may be subject to additional covenants. Such financings could cause our debt to equity ratio toincrease or require us to create charges or liens on our assets in favour of lenders. We cannot assure youthat we will be able to secure adequate financing in the future on acceptable terms, in time, or at all. Our failure to obtain sufficient financing could result in the delay or abandonment of any of ourbusiness development plans and this may affect our business and future results of operations.
We will not receive any proceeds from the Offer for Sale. The proceeds of the Offer for Sale will be paid to the Selling Shareholders, whoconstitute our Promoter Group, and our Company will not benefit from such proceeds. We will haveaccess only to the Fresh Issue proceeds. Some of our Group Companies have incurred losses during the past three years. One of our Group Companies had negative net worth during the last three years.
The deployment of the proceeds of the Fresh Issue is entirely at our discretion and will not be subjectto any monitoring by any external or independent monitoring agency but will be monitored by ourBoard of Directors. There will be no external or independent monitoring agency which would monitor the utilization of theproceeds of the Fresh Issue. However, our Board will monitor the utilization of these proceeds.
We willdisclose the details of utilization of Fresh Issue Proceeds, including interim use, under a separate headin our financial statements specifying the purpose for which such proceeds have been utilized orotherwise disclose as per the disclosure requirements of the Listing Agreement.
We rely extensively on our operating procedures and IT systems. Any failures in these systems couldadversely impact our business and results of operations. This software integrates the entire money changing operations right from the transactionprocessing and accounting to risk management.
Upon completion of the Issue, our Promoters will continue to exercise significant control over ourCompany, which will allow them to influence the outcome of matters submitted to the shareholdersfor approval. Upon completion of this Issue, our Promoters will continue to own a significant portion of our EquityShares. Our Promoters will also be in a position to influence anyshareholder action or approval requiring a majority vote, except where they may be required byapplicable law to abstain from voting.
Our Promoters will also be able to control most matters affectingour Company, including the appointment and removal of officers, our business strategies and policies,dividend payouts and capital structure and financing. This control could also delay, defer or prevent achange in control of our Company, impede a merger, consolidation, takeover or other businesscombination involving our Company, or discourage a potential acquirer from obtaining control of ourCompany even if it is in the best interests of our Company.
Further, the interests of our Promoters couldconflict with the interests of our other shareholders, and in such circumstances our Promoters couldmake decisions that materially and adversely affect your investment in the Equity Shares. Our business is subject to government regulations and requires periodic approvals and renewals andchanges in these regulations or in their implementation, or our failure to obtain or renew certainapprovals or licenses in the ordinary course of business in a timely manner or at all, may adverselyaffect our operations.
Many of the approvals under the above saidregulations are granted for fixed periods of time and need renewal from time to time. We are requiredto renew such permits, licenses and approvals. There can be no assurance that the relevant authoritieswill issue such permits, licenses or approvals in time or at all.
Failure by us to renew, maintain or obtain the required permits, licenses orapprovals, or cancellation, suspension or revocation of any of our permits, licenses or approvals mayresult in the interruption of our operations and may have a material adverse effect on our business. There are certain licenses and approvals that we have applied for, but not yet received.
Any inability to manage our growth could disrupt our business and reduce our profitability. A principal component of our strategy is to continue to grow by expanding the size and geographicalscope of our existing businesses as well as the development of related businesses. This growth strategywill place significant demands on our management, financial and other resources.
It will require us tocontinuously develop and improve our operational, financial and internal controls. Continuous25 expansion increases the challenges involved in financial management, recruitment, training andretaining high quality human resources, preserving our culture, values and entrepreneurialenvironment, and developing and improving our internal administrative infrastructure. Any inability tomanage such growth could disrupt our business prospects, impact our financial condition and adverselyaffect our results of operations.
The insurance coverage taken by us may not be adequate to protect against certain business risks. This may adversely affect our financial condition and result of operations. Operating and managing a business involves many risks that may adversely affect our operations andthe availability of insurance is therefore important to our operations.
We believe that our insurancecoverage is adequate to cover us. However, to the extent that any uninsured risks materialize or if itfails to effectively cover any risks, we could be exposed to substantial costs and losses that wouldadversely affect our financial condition. In addition, we cannot be certain that the coverage will beavailable in sufficient amounts to cover one or more large claims or that our insurers will not disclaimcoverage as to any particular claim or claims.
A successful assertion of one or more large claims againstus that exceeds our available insurance coverage or that leads to adverse changes in our insurancepolicies, including premium increases or the imposition of a large deductible or coinsurancerequirement, could adversely affect our financial condition and results of operations. We propose to use the entire Fresh Issue Proceeds towards working capital, general corporatepurposes and to meet the issue expenses and will use the same according to our deploymentschedule.
In which case, funds may remain idle for some time as and when not required. We intend to use entire Fresh Issue Proceeds towards working capital needs, general corporatepurposes and to meet the issue expenses. Our Company proposes to utilise We intend to deploy the Net Issue Proceeds in FY and such deployment is based on certain assumptions and strategy which our Company believesto implement in future.
The funds raised from the Fresh Issue may remain idle on account of change inassumptions, market conditions, strategy of our Company, etc. Our Company and our Group Companies have availed unsecured loans, majority of which arerepayable on demand. Further, our Group Companies have also availed unsecuredloans and advances from certain entities. Unsecured loans may be called at any time by these entities. In the event that these loans are requiredto be re-paid on a short notice, our Company and our Group Companies may have to arrange foradditional funds which may have a temporary impact on our and their financials.
External Risk Factors1. We may have to comply with stricter regulations and guidelines issued by regulatory authorities inIndia. We are regulated principally by and have reporting obligations to the RBI. We are also subject to thecorporate, taxation and other laws in effect in India. Moreover new regulations may be passed that restrict our ability to do business. We cannot assure youthat we will not be subject to any adverse regulatory action in the future. Further, these regulations aresubject to frequent amendments and depend upon government policy.
The costs of compliance may behigh, which may affect our profitability. If we are unable to comply with any such regulatoryrequirements, our business and results of operations may be materially and adversely affected. Any future issuance of Equity Shares by us may dilute your shareholding and adversely affect thetrading price of the Equity Shares.
Any future issuance of Equity Shares by us may dilute your shareholding in our Company, adverselyaffect the trading price of our Equity Shares and our ability to raise capital through an issue of oursecurities. In addition, any perception by investors that such issuances or sales might occur could alsoaffect the trading price of our Equity Shares.
Additionally the disposal, pledge or encumbrance ofEquity Shares by any of our major shareholders, or the perception that such transactions may occurmay affect the trading price of the Equity Shares. No assurance may be given that we will not issueEquity Shares or that such shareholders will not dispose of, pledge or encumber their Equity Shares inthe future.
You will not be able to sell immediately on an Indian stock exchange any of the Equity Shares youpurchase in the Issue until the Issue receives appropriate trading approvalsThe Equity Shares will be listed on the Stock Exchange. Pursuant to Indian regulations, certain actionsmust be completed before the Equity Shares can be listed and trading may commence. Any delay in obtaining theapprovals would restrict your ability to dispose of the Equity Shares.
Any failure or delay in obtainingthe approval would restrict your ability to dispose of the Equity Shares. In accordance with section 73of the Companies Act, in the event that the permission of listing the Equity Shares is denied by thestock exchanges, we are required to refund all monies collected to investors. Furthermore, we have not quantified or identified theimpact of the differences between Indian Accounting Practices and IFRS as applied to our financialstatements.
As there are differences between Indian Accounting Practices and IFRS, there might besubstantial differences in our results of operations, cash flows and financial position if we were toprepare our financial statements in accordance with IFRS. Prospective investors should consult theirown professional advisers for an understanding of the differences between the professional standardsapplicable in India and IFRS and how they might affect the financial information contained in theDRHP.
Instability of economic policies and the political situation in India could adversely affect the fortunesof the industry. There is no assurance that the liberalization policies of the government will continue in the future. Protests against privatization could slow down the pace of liberalization and deregulation.
TheGovernment of India plays an important role by regulating the policies and regulations that govern theprivate sector. The current economic policies of the government may change at a later date. Unstable domestic as well as international political environment could impact the economicperformance in the short term as well as the long term. The Government of India has pursued theeconomic liberalization policies including relaxing restrictions on the private sector over the pastseveral years.
The present Government has also announced polices and taken initiatives that supportcontinued economic liberalization. If regional hostilities, terrorist attacks or social unrest in India increase, our business could beadversely affected and the trading price of the Equity Shares could decrease. The Asian region has from time to time experienced instances of civil unrest, terrorist attacks andhostilities among neighbouring countries. Military activity or terrorist attacks in India in the futurecould influence the Indian economy by creating a greater perception that investments in Indiancompanies involve higher degrees of risk.
These hostilities and tensions could lead to political oreconomic instability in India and a possible adverse effect on the Indian economy and our business andits future financial performance and the trading price of the Equity Shares. Furthermore, India has also experienced social unrest in some parts of the country. If such tensionsoccur in other parts of the country, leading to overall political and economic instability, it could have anadverse effect on our business, future financial performance and the trading price of the Equity Shares.
After this Issue, the price of the Equity Shares may be subject to fluctuations, or an active tradingmarket for the Equity Shares may not develop. The price of the Equity Shares on the Stock Exchange may fluctuate as a result of the factors,including:a.
Volatility in the Indian and global securities market;b. Adverse media reports on our Company or pertaining to the industry in which we operate;e. Changes in our estimates of performance or recommendations by financial analysts;f. Current valuations may not be sustainable in the future and may also not be reflective of futurevaluations for the industry and the Company.
There has been no public market for the Equity Sharesand the prices of the Equity Shares may fluctuate after this Issue. There can be no assurance that anactive trading market for the Equity Shares will develop or be sustained after this Issue or that the priceat which the Equity Shares are initially traded will correspond to the price at which the Equity Shareswill trade in the market subsequent to this Issue. This could have a materialadverse effect on our business and future financial performance, our ability to obtain financing forcapital expenditures and the trading price of the Equity Shares.
Financial instability in other countries, particularly countries with emerging markets, could disruptIndian markets and our business and cause the trading price of the Equity Shares to decrease. The Indian financial markets and the Indian economy are influenced by economic and marketconditions in other countries, particularly emerging market countries in Asia.
Financial instability inother countries such as USA, Russia and elsewhere in the world in recent years have had limitedimpact on the Indian economy and India was relatively unaffected by financial and liquidity crisesexperienced elsewhere. A loss of investor confidence in the financial systems of other28 emerging markets may cause volatility in Indian financial markets and, indirectly, in the Indianeconomy in general.
Any worldwide financial instability could also have a negative impact on theIndian economy. This in turn could negatively impact the movement of exchange rates and interestrates in India. In short, any significant financial disruption could have an adverse effect on ourbusiness, future financial performance and the trading price of the Equity Shares. Further, regulatoryactions to rein inflation have led to increase in interest rates, and further increases cannot be ruled out,which again may affect our results of operations.
Investors may have difficulty in enforcing judgments against the Company or its managementoutside India. The Company is a limited liability company incorporated under the laws of India. Further, a substantialportion of our assets and the assets of such persons are located in India.
As a result, it may not bepossible for investors to affect service of process upon the Company or such persons in jurisdictionsoutside India or to enforce judgments obtained against it or such persons outside India. India is not aparty to any international treaty in relation to the recognition or enforcement of foreign judgments.
Section 13 of the Civil Code provides that aforeign judgment shall be conclusive as to any matter thereby directly adjudicated upon except i where it has not been pronounced by a court of competent jurisdiction, ii where it has not been givenon the merits of the case, iii where it appears on the face of the proceedings to be founded on anincorrect view of international law or a refusal to recognise the laws of India in cases where such law isapplicable, iv where the proceedings in which the judgment was obtained were opposed to naturaljustice, v where it has been obtained by fraud or vi where it sustains a claim founded on a breach ofany law in force in India.
Section 44A of the Civil Procedure Code provides that where a foreign judgment has been rendered bya superior court in any country or territory outside India which the Government has by notificationdeclared to be a reciprocating territory, it may be enforced in India by proceedings in execution as if thejudgment had been rendered by the relevant court in India.
However, Section 44A of the CivilProcedure Code is applicable only to monetary decrees not being in the nature of any amounts payablein respect of taxes or other charges of a like nature or in respect of a fine or other penalty. However, the U. Accordingly, a judgment of a court in the U. The suit must bebrought in India within three years from the date of the judgment in the same manner as any other suitfiled to enforce a civil liability in India. It is unlikely that a court in India would award damages on thesame basis as a foreign court if an action is brought in India.
A party seeking to enforce a foreignjudgment in India is required to obtain approval from the RBI to repatriate outside India any amountrecovered. Significant differences exist between Indian GAAP and other accounting principles with whichinvestors may be more familiar. GAAP and other accounting principles and auditing standardswith which prospective investors may be familiar with in other countries. GAAP relevant to our business.
GAAP as applied to our financial statements. There may be substantial differences in our results ofoperations, cash flows and financial condition discussed in the DRHP, if the relevant financialstatements were prepared in accordance with IFRS or U. The average cost of acquisition per Equity Share for Mr. None of our Group Companies have any business or other interests in our Company.
Investors may contact the Book Running Lead Manager for complaints, information, clarifications orcomplaints pertaining to the Issue. There has been no financing arrangement whereby members of the Promoter Group, the Directors and theirrelatives have financed the purchase by any other person of securities of our Company other than in normalcourse of the business of the financing entity during the period of six months immediately preceding the date offiling the DRHP.
We may have reclassified such data for the purposes of presentation in this section. These sources generallystate that the information contained therein has been obtained from sources believed to be reliable, but theiraccuracy and completeness are not guaranteed and their reliability cannot be assured. The information from thesources contained in this section has not been independently verified. The economy grew at its slowest pace in nine years with mining, manufacturingand construction dragging growth down.
Weakening of both domestic and external demand contributed to theslowdown. Importantly, in spite of slowing growth, inflation stayed high for larger part of the year. In response,the Reserve Bank persisted with tightening till October and paused before easing in April Slowinggrowth, high inflation and widening twin deficits, along with global flight to safety amidst a deepening euro areacrisis put pressures on the financial markets and the exchange rate during the year.
The Indian economy was one of the fastest growing economies in the post-crisis period. During ,however, there was continuous deceleration of economic activity in each of the four quarters which pushed theexpansion of the economy to below potential, which is the maximum level of output that the economy cansustain without creating macroeconomic imbalances.
Growth slowed down due to multiple factors. One of the reasons was the persistence of inflation at a muchhigher level than the threshold for two successive years. Persistent and high inflation necessitated continuedtightening of monetary policy. Recent research suggests that real interest lending rates explain only about onethirdof GDP growth. As of March , real weighted average lending rates, that have an inverse relationshipwith investment activity, were lower than they were in the pre-crisis period between and , wheninvestment boomed.
This suggests that non-monetary factors played a bigger role and accentuated the slowdown to beyond what wasanticipated while tightening the monetary policy. Recession in the euro area and general uncertainty regardingthe global economic climate chipped the external demand as well. Domestic policy uncertainties, governanceand corruption issues amidst lack of political consensus on reforms led to a sharp deterioration in investmentclimate.
Structural constraints emerged in key investment drivers in the infrastructure space — telecom, roadsand power — which increased the disinflationary costs. High inflation kept aggregate demand and businessconfidence subdued.
After a sharp recovery from the global financial crisis and two successive years of robust growth of 8. The slowdown was reflectedin all sectors of the economy but the industrial sector suffered the sharpest deceleration Chart a.
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