MIRA INFORM REPORT

 

 

 

Report Date :

22nd June, 2006.

 

IDENTIFICATION DETAILS

 

Name :

EKL APPLIANCES LIMITED -  AMALGAMATED WITH VIDEOCON INDUSTRIES LIMITED

 

 

Registered Office :

14 KM Stone, Aurangabad – Paithan Road, Village Chittegaon, Taluka Paithan, District Aurangabad – 431105, Maharashtra, India

 

 

Country:

India

 

 

Financials (as on):

30/09/2005

 

 

Date of Incorporation :

29.10.1996

 

 

Com. Reg. No.:

11-103624

 

 

CIN No.:

L99999MH1996PTC103624

 

 

TAN No.:

(Tax Deduction & Collection Account No.)

MUMV09411D

NSKV01616G

 

 

PAN No.:

(Permanent Account No.)

AABCV4012H

 

 

Legal Form :

A Public Limited Liability Company. The company’s shares are listed on the stock exchange.

 

 

Line of Business :

Manufacturing and trading activity of Electronic\Electric Consumer Durables and home appliances all kinds of electric and Electronic goods as well as telecommunication equipments, office equipments, games and gaming solutions including lotteries etc.,

 

RATING & COMMENTS

 

MIRA’s Rating :

Ba

 

RATING

STATUS

PROPOSED CREDIT LINE

41-55

Ba

Overall operation is considered normal. Capable to meet normal commitments.

Satisfactory

 

Maximum Credit Limit :

USD 185,000,000

 

 

Status :

Satisfactory

 

 

Payment Behaviour :

Slow but correct

 

 

Litigation :

Unknown

 

 

Comments :

EKL Appliances Limited Amalgamated with Videocon Industries Limited in September 2005.

 

Subject is an established company having satisfactory track. Company’s profitability is improving. The company was successful in wiping-off all its previous losses. Payments are reported as slow but correct.

 

The company can be considered for business dealings at usual trade terms and conditions.

 

LOCATIONS

 

Registered Office/Factory :

Auto Cars Compound, Adalat Road, Aurangabad – 431005, Maharashtra

Tel. No.:

91-240-2320750

Fax No.:

91-240-2333704

 

DIRECTORS

 

Name :

Mr. Pradeepkumar N Dhoot

Designation :

Director

 

 

Name :

Mr. Anirudha V Dhoot

Designation :

Director

 

 

Name :

Mr. S K Shelgikar

Designation :

Director

 

 

Name :

Mr. Vivek D Dham

Designation :

Director

 

 

Name :

Mr. Parag A Inamdar

Designation :

Company Sectary

 

BUSINESS DETAILS

 

Line of Business :

Manufacturing and trading activity of Electronic\Electric Consumer Durables and home appliances all kinds of electric and Electronic goods as well as telecommunication equipments, office equipments, games and gaming solutions including lotteries etc.,

 

 

GENERAL INFORMATION

 

Bankers :

v      State Bank of India

v      Indian Bank

 

 

Facilities :

-

 

Banking Relations :

Unknown

 

 

Auditors :

Khandelwal Jain & Company/ Kadam & Company

Chartered Accountant

 

 

Associates/Subsidiaries :

v      Videocon Appliances Limited

            Manufacturing washing machines.

 

v      Applicomp India Limited

v      Epitome Components Limited

v      Videocon Housing Finance Limited

v      Videocon Properties Limited

v      Mecne Spa, Italy

v      European Refrigeration Components SRL

            And others

 

 

CAPITAL STRUCTURE

 

Authorised Capital :

No. of Shares

Type

Value

Amount

35000000

Equity Shares

Rs. 10/- Each

Rs. 350.000 Millions

 

Issued, Subscribed & Paid-up Capital :

No. of Shares

Type

Value

Amount

32890000

Equity Shares

Rs. 10/- Each

Rs. 328.900 Millions

 


 

 

FINANCIAL DATA

[all figures are in Rupees Millions]

 

ABRIDGED BALANCE SHEET

 

SOURCES OF FUNDS

 

30.09.2005

(15 months )

30.06.2004

30.06.2003

SHAREHOLDERS FUNDS

 

 

 

1] Share Capital

2622.100

328.900

328.900

2] Share Application Money

0.000

0.000

0.000

3] Reserves & Surplus

43724.100

0.000

0.000

4] (Accumulated Losses)

0.000

(412.200)

(394.800)

NETWORTH

46346.200

(83.300)

(65.900)

LOAN FUNDS

 

 

 

1] Secured Loans

27761.000

0.000

0.000

2] Unsecured Loans

4734.700

900.700

999.600

TOTAL BORROWING

32495.700

900.700

999.600

DEFERRED TAX LIABILITIES

 

 

 

 

 

 

 

TOTAL

78841.900

817.400

933.700

 

 

 

 

APPLICATION OF FUNDS

 

 

 

 

 

 

 

FIXED ASSETS [Net Block]

33497.500

1099.300

1099.700

Capital work-in-progress

6153.700

0.000

0.000

 

 

 

 

INVESTMENT

3387.900

82.900

88.400

DEFERREX TAX ASSETS

 

 

 

 

 

 

 

CURRENT ASSETS, LOANS & ADVANCES

 

 

 

 
Inventories
8730.200
0.000

0.000

 
Sundry Debtors
9971.200
6.800

0.000

 
Cash & Bank Balances
13960.100
2.800

1.600

 
Other Current Assets
0.000
0.000

0.000

 
Loans & Advances
12091.300
1049.600

1701.300

Total Current Assets
44752.800
1059.200

1702.900

Less : CURRENT LIABILITIES & PROVISIONS
 
 

 

 
Current Liabilities
8253.100
1423.800

1957.300

 
Provisions
696.900
0.200

0.000

Total Current Liabilities
8950.000
1424.000

1957.300

Net Current Assets
35775.800
(364.800)

(254.400)

 

 

 

 

MISCELLANEOUS EXPENSES

0.000

0.000

0.000

 

 

 

 

TOTAL

78841.900

817.400

933.700

 


 

PROFIT & LOSS ACCOUNT

 

PARTICULARS

 

30.09.2005

30.06.2004

30.06.2003

Sales Turnover [including other income]

57706.500

207.800

584.100

 

 

 

 

Profit/(Loss) Before Tax

2616.500

(18.900)

(143.000)

Provision for Taxation

(1660.300)

(1.500)

70.900

Profit/(Loss) After Tax

4276.800

(17.400)

(213.900)

 

 

 

 

Total Expenditure

55466.800

167.800

305.600

 

QUARTERLY RESULTS

 

PARTICULARS

 

 

31.12.2005

(1st Quarter)

31.03.2006

(2nd Quarter)

 Sales Turnover

 

 1,6580.100

 1,7189.7

 Other Income

 

 314.600

 478.3

 Total Income

 

 1,6894.700

 1,7668.0

 Total Expenditure

 

 1,3439.500

 1,3951.2

 Operating Profit

 

 3455.200

 3716.8

 Interest

 

 523.200

 499.1

 Gross Profit

 

 2932.000

 3217.7

 Depreciation

 

 705.600

 686.4

 Tax

 

 175.000

 200.0

 Reported PAT

 

 2051.400

 2331.3

 

 

 

200512 Quarter 1 –

Operating Expenses Includes (Increase) / Decrease in Stock in Trade Rs. (229.40) million. Material Consumption Rs. 9365.70 million. Personnel Cost Rs. 172.70 million. Other Expenditure Rs 4130.50 million.

 

EPS is Basic Status of Investor Complaints for the quarter ended December 31, 2005.

 

Complaints Pending at the beginning of the quarter – Nil.

 

Complaints Received during the quarter – 34.

 

Complaints disposed off during the quarter – 34.

 

Complaints unresolved at the end of the quarter – Nil

 

1]         The above results have been reviewed by the Audit Committee and taken on record by the Board of Directors at its meeting held on January 30, 2006. The results for the quarter ended December 31, 2005 have been subjected to a 'Limited Review' by the auditors of the Company. As per the listing agreement with the Stock Exchanges.

 

2]         a) During the Quarter, the Company has issued 217,200 Global Depository Receipts on private placement at US$ 10 per GDR. Each GDR represents one underlying equity share.

 

b) In terms of the Scheme of Amalgamation sanctioned by the Hon'ble High Court of Bombay vide order dated May 06, 2005, Petrocon India Ltd amalgamated with the Company with effect from March 31, 2004. The Scheme has become effective on June 07, 2005. Pursuant to the said scheme, the Company has allotted 125,755,450 Equity Shares to the shareholders of erstwhile Petrocon India Ltd which resulted in Increase of Paid up Capital by Rs 1257.50 million. In term of the Scheme of Amalgamation sanctioned by the Honble High Court of Bombay vide order dated November 25, 2005, Videocon International Ltd amalgamated with the Company with effect from December 31, 2004. The scheme has become effective on December 07, 2005. The Company had fixed January 16, 2006 as record date for determining the shareholders' entitled for allotment. Pursuant to the Scheme, the Company will allot 14,242,488 equity Shares of Rs 10/- each. The paid-up Equity Share Capital of the Company includes the effect of allotment of Equity Shares to the shareholders' of erstwhile Videocon International Ltd.

 

c) Consequent to those amalgamations:

 

i.                     Figures for the quarter ended December 31, 2004 include: The operations at erstwhile Petrocon India Ltd for the quarter, consequent to its amalgamation with the Company effective from March 31, 2004. The operations of erstwhile Videocon International Ltd for a day i.e. December 31, 2004, consequent to its amalgamation with the Company effective from December 31, 2004.

ii.                   Figures for the 15 months ended September 30, 2005 (Audited) include: The operations of erstwhile Petrocon India Ltd for the period July 01, 2004 to September 30, 2005; The operations of erstwhile Videocon International Ltd for the period December 31, 2004 to September 30, 2005.

iii.                  Results for the corresponding quarter in the previous year (quarter ended December 31, 2004) are not comparable with those for the current quarter (quarter ended December 31, 2005) as the result for the current quarter represent post amalgamation performance of the Company.

 

3]         The Provision for Tax for the quarter and period includes Deferred Tax and Fringe Benefit Tax.

 

4]         Previous quarters / years figure have been regrouped / reclassified and recasted wherever necessary.

 

200603 Quarter 2 –

 

 Notes Operating Expenses Includes (Increase) / Decrease in Stock in Trade Rs 185.20 million Material Consumption Rs 9303.50 million Personnel Cost Rs 174.60 million Other Expenditure Rs 4287.90 million

 

EPS is Basic Status of Investor Complaints for the quarter ended March 31, 2006

 

Complaints Pending at the beginning of the quarter Nil

 

Complaints Received during the quarter 689

 

Complaints disposed off during the quarter 682

 

Complaints unresolved at the end of the quarter 07

 

1.       The above results have been reviewed by the Audit Committee and taken on record by the Board of Directors of its meeting held on April 27, 2006, The results for the quarter ended March 31, 2006 have been subjected to a 'Limited Review' by the auditors at the Company, as per the listing agreement with the Stock Exchanges.

2.       a) During the Quarter, the Company has Issued Foreign Currency Convertible Bonds of an aggregate amount of US $ 90 Millions.

 

b) In terms of the Scheme of Amalgamation of Videocon International Ltd with Videocon Industries Ltd, sanctioned by the Hon'ble High Court of Bombay vide order dated November 25, 2005, the Company has allotted 14,242,488 Equity Shares of Rs 10/- each on January 31, 2006 and 4,158,870 Preference Shares of Rs 100/- each on March 31, 2006, to the Equity Shareholders and Preference Shareholders respectively of erstwhile Videocon International Ltd.

 

c) Consequent to the amalgamation of Petrocon India Ltd and Videocon International Ltd with Videocon Industries

 

i)                     Figures for the quarter ended March 31, 2005 include: - The operations of erstwhile Petrocon India Ltd for the quarter, consequent to its amalgamation with the Company effective from March 31, 2004: - The operations at erstwhile Videocon International Ltd for the quarter, consequent to its amalgamation with the Company effective from December 31, 2004.

 

ii)                   Figures for the Six months ended March 31, 2005 include: - The operations of erstwhile Petrocon India Ltd for the six months, consequent to its amalgamation with the Company effective from March 31, 2004. - The operations at erstwhile Videocon International Ltd for the period December 31, 2004 to March 31, 2005.

 

 

 

iii)                  Figures for the 15 months ended September 30, 2005 (Audited) include: - The operations of erstwhile Petrocon India Ltd for the period July 01, 2004 to September 30, 2005; - The operations of erstwhile Videocon International Ltd for the period December 31, 2004 to September 30, 2005. d) The process of amalgamation of EKL Appliances Ltd (Formerly Electrolux Kelvinator Ltd) with Videocon Industries Ltd has been initiated.

 

3.       The Provision for Tax for the quarter and period includes Deferred Tax and Fringe Benefit Tax.

 

4. Previous quarters / year's figure have been regrouped / reclassified and recasted wherever      necessary.

KEY RATIOS

 

PARTICULARS

 

30.09.2005

(15 months)

30.06.2004

30.06.2003

Debt-Equity Ratio

0.91

0.00

0.00

Long Term Debt-Equity Ratio

0.88

0.00

0.00

Current Ratio

3.80

0.79

1.04

TURNOVER RATIOS

 

 

 

Fixed Assets

1.88

0.18

0.51

Inventory

10.36

0.00

432.67

Debtors

9.07

61.12

13.26

Interest Cover Ratio

2.84

0.75

0.67

Operating Profit Margin(%)

16.40

38.50

52.82

Profit Before Interest And Tax Margin(%)

12.29

27.48

49.58

Cash Profit Margin(%)

14.73

2.65

(33.38)

Adjusted Net Profit Margin(%)

10.62

(83.700)

(36.62)

Return On Capital Employed(%)

15.85

0.00

0.00

Return On Net Worth(%)

26.45

0.00

0.00

 

STOCK PRICES

 

Face Value

Rs.10/-

High

Rs.436.90/-

Low

Rs.410.00/-

 

 

LOCAL AGENCY FURTHER INFORMATION

 

NOTES:

 

Videocon Industries board has approved the scheme of amalgamation of EKL Appliances Limited (Formely Electrolux Kelvinator Limited) with the company. The exchange ratio is fixed at one  fully paid up equity share of the company for every 27,619 fully paid up equity shares of Rs. 10 each of EKL.

 

The Board of Directors of the company and EKL Appliances Limited (Formely Electrolux Kelvinator Limited) has approved the amalgamation of EKL Appliances Limited with the company.

 

 

Formerly known as Adhigam Trading, Videocon Leasing and Industrial Finance was incorporated in 1986. In 1990-91, the management underwent a change by way of transfer of equity shares to the Videocon group. The company is been engaged in lease financing, hire-purchase, bill discounting and merchant banking. It had diversified into corporate financing and investment operations. It became a category-I merchant banker and played an active role in issue management, underwriting, advisory services and loan syndication. 

 
During 1994-95, it floated a 100% subsidiary Popup Properties and Investments, to deal with investments, and to advise on investments, and also to provide corporate finance advisory services as well as arrange and deal in the areas of corporate finance. 

 
Videocon Energy Holdings Ltd (VEHL) and consequently Goa Energy Pvt Ltd (Formely Talchar Minings Pvt Ltd), which is a subsidiary of VEHL, ceased to be the subsidiaries of the company with effect from 31st March 2004. On 15th June 2004, Videocon Securities Ld has become a subsidiary of the company and On 5th June 2004 Petrocon India Ltd(PIL) has become a subsidiary of the company. Further Popup Properties & Investments Pvt Ltd and Videocon (Mauritius) Infrastructure Ventures Ltd are also the subsidiaries of the company.

 
During December 2005 the Company has acquired 81% equity stake in Eagle Corporation Ltd (ECL) and consequently ECL became a subsidiary of the company. 
 
Banganga Investments Pvt. Ltd, New Design Finance & Investments Pvt. Ltd, Wide Range Credit & Investments Pvt Ltd and Verka Investments Pvt. Ltd, were merged with the company under the scheme of amalgamation.

 
The name of the company has been changed during September 2004, from Videocon Leasing and Industrial Finance Limited to Videocon Industries Limited. 

 
During 2003-04 the company had successfully launched the business of Manufacturing and trading activity of Electronic\Electric Consumer Durables and home appliances all kinds of electric and Electronic goods as well as telecommunication equipments, office equipments, games and gaming solutions including lotteries etc., and the company has also started the online lottery business as distributors and commerical launched the business in April 2004. Further the company has decided to merge Petrcon India Ltd (Formerly Videocon Petroleum Ltd), which is subject to approval.

 

OPERATIONS: 
 
During the year, name of the Company was changed from Videocon Leasing & Industrial Finance Limited to Videocon Industries Limited. The Company also changed its main objects in line with the proposed business strategy.

 
During the year under consideration, the company started the online lottery business as distributors.

 
After the initial preparations like networking etc., the commercial launch of the business was done in the month of April'04. However, being in the initial stage, the volume of activities remained low.

 

FINANCIAL RESULTS

 
The financial period under review of the Company was extended by a period of three months so as to end on September 30, 2005, with requisite approval from Registrar of Companies. The performance of the Company for the financial period ended September 30, 2005 is as summarized below:

 
HIGHLIGHTS 
 
Some of the highlights of the period under review are as under: 

 
1. Mergers: 

 
* Petrocon India Limited amalgamated with the Company on June 7, 2005 (w.e.f. 31.03.2004). This resulted in the Company getting into oil and gas business. With merger of Petrocon, the Company has become a member of the consortium that operates the Ravva Oil and Gas fields. 

 
The Company has a 25% participating interest in the Ravva Oil and Gas Field that presently produces 50,000 barrels of oil per day. The operating cost of the project is among the lowest in the industry. 

 
Apart from Ravva, company plans forays outside India and is on the lookout for strategic tie-ups in Exploration & Prospecting (E & P) on a purely opportunistic basis.

 
* Videocon International Limited (VIL) amalgamated with the Company on December 7, 2005 (w.e.f. 31.12.2004). VIL was engaged in manufacture and marketing of various consumer durables and home appliances as also Glass Shells for Colour Picture Tubes.

 
* On August 13, 2005, Board of Directors of the Company approved a proposal for amalgamation of EKL Appliances Limited (Formerly Electrolux Kelvinator Limited) with the Company. EKL owns three manufacturing facilities in India - Shahajanpur in Rajasthan, Butibori and Warora in Maharashtra. The details of the amalgamation are being worked out.

 
2. Change in Capital Structure: 

During the period under review, there were material changes in the capital structure of company on account of amalgamations as well as further issues of capital. Details of the same are as under:

 

* On June 29, 2005, the GDRs got listed on Luxembourg Stock Exchange upon issue of 75,00,000 GDRs representing 75,00,000 equity shares at a price of US$ 10 per GDR.

 
* On July 7, 2005, AB Electrolux, Sweden, subscribed to 94,10,145 GDRs representing 94,10,145 underlying equity shares at a price of US$10 per GDR.

 
* On September 13, 2005, the Company issued 23,25,500 equity shares to M/s. Bennett, Coleman & Co., Ltd., Mumbai, the publishers of The Economic Times and The Times of India, among other publications, on a preferential basis as per the SEBI guidelines for preferential issues.

* On September 13, 2005, the Company allotted 12,57,55,450 equity shares to the shareholders of erstwhile Petrocon India Limited pursuant to Scheme of Amalgamation of Petrocon India Limited with the Company.

 
* On September 30, 2005, Thomson subscribed for 28,650,000 GDRs representing 28,650,000 underlying equity shares at a price of US$ 10 per GDR.


As a result of this, the paid up equity capital of the Company stood at Rs 2065.26 Million as on 30.09.2005.
 
OUTLOOK 
 
* The consumer electronics sector is undergoing a major transformation. The analog technologies are giving way to digital technologies. Digitalization in turn is leading to convergence of consumer, computer, communication, broadcast cable technologies and the contents. A digital signal can be far more easily processed than an analog one. The company is planning to tap this. 

 
* The Company has adopted the best and the most sophisticated technology to suit Indian needs. The company as a part of global diversification has been planning international forays in advanced and alternate technologies like Flat Panel Displays. 

 
* The Company as a part of reducing manufacturing cost of products as also to strengthen the bottomline, has decided to adopt the policy of becoming 'backbone provider' to the industry through focusing on various components. 

 
RISKS AND CONCERNS

 
* The markets for consumer electronics products and household appliances are highly competitive and the Company has experienced pressure on its prices and margins. The Company expects that technological advances and aggressive pricing strategies by competitors will intensify competition.

 
* The consumer electronics products industry is subject to technological changes and shifts in consumer preferences. A substantial portion of company's business depends on the sales of consumer electronics products. As new features and applications of electronics products are frequently introduced and can be significantly different from the ones they supersede, there is a risk that the company will not be equipped as rapidly with the technologies and/or licenses required for developing and manufacturing electronics products that meet new standards.

 
* The pricing of oil and gas is subject to variation and depends on a number of factors beyond control

 

DISCUSSION ON FINANCIAL PERFORMANCE WITH RESPECT TO OPERATIONAL PERFORMANCE 
 
The Financial performance for the current period is not comparable with the performance for the corresponding period in the preceding year as there has been substantial change in the business model of the company due to amalgamations of Petrocon India Limited and Videocon International Limited. Due to the mergers, there has been substantial increase in the volume of activities of the company as also there has been diversification of activities on a large scale.  
 
Being incomparable, the previous year performance has not been discussed under this head. The salient features of the performance of the company during the current period under consideration are as under :

 
Sales & Income from Operations 

 
During the period under consideration, the Company achieved a turnover of Rs. 56,538.25 million, which comprised of that from the Consumer Durables and Household Appliances Segment to the extent of Rs. 41,002.30 million, Oil and Gas segment to the extent of Rs.1,4316.52 million and from Other segment to the extent of Rs. 1,219.43 million.


Other Income


Other Income for the period was Rs. 841.92 million. Other Income comprises of rental receipts, dividend income, fluctuation of foreign exchange rate, insurance claim received, interest income and miscellaneous income.


 

AS PER WEBSITE:

 

Electrolux launches ‘Oxigen Air Conditioner’- window ACs

 Submit Company news

 

Company News
New Delhi,May 25

EKL Appliances Ltd. the leading consumer durable company in India has unveiled OXIGEN Airconditioners across Pan India following its all new philosophy of ‘Thinking of You’ by innovating boldly, by really embracing the responsibility of being the Thoughtful Design Innovator. True to its value, EKL has introduced the new Oxigenerator technology backed by 6 years warranty on compressors in the Indian market, the technology that commensurates with the needs and desires of the consumers in this scorching heat of the summer.

Oxigenerator and Oxiguard Technology- how it works?
The Oxigenerator technology produces anions which deactivates dust and chemical vapour, making their home a personal rejuvenation zone. While its Oxiguard technology with its special 3 stage filter, cleans the air of residual carbon-dioxide, dust, pollen, bacteria and other pollutants in the air.

Window ACs segment-
STANDARD/ PREMIUM SERIES:
The Standard series (1 ton/2 ton Non Remote) provides its customers with USP’s like bionic shark fin design, anti rust fins, 4 way air deflection system and efficient energy rotatory compressor.
The Premium series starts from 0.8/1 ton/1.5 ton/2 ton capacity including USP’s like shark grill design, oxiguard, 4 way air deflection system and an efficient energy rotatory compressor. The premium series with exclusive capacities of 1.5 T/ 2T have extra USP’s including Non-LCD Remote with provision of 6 years warranty on compressors . The price range of 1.5 ton on an average starts from Rs.15,600/-.

LUXURY/OXIGEN SERIES:
The Luxury/Oxigen Series (1.5 ton/2 ton) have its unique USP’s of Oxigenerator, oxiguard, Shark Grill, wireless LCD remote control, 4 way air deflection system, energy efficient rotatory compressor, 3 stage filtration and last but not the least a 6 year warranty on compressors. The benefits and ease of usage, can easily be rated amongst the best in the world. They are priced between the range Rs. 16,090/- to Rs. 16990/-.EKL, known for its strong dealer network comprising of above 4500 dealers, is backed by an efficient and prompt after sales service facilities.


Mr. Vikas Muker, Product Head, EKL said, “Nothing beats an air conditioner when it comes to battling the scorching summer heat, except the new Electrolux range of Window ACs. With special features like the Oxigenerator and the Oxiguard, they go a step beyond and create a zero pollution zone to give you a clean, fresh breath of air and make you feel rejuvenated and energized. This would add to the benefits of Electrolux Window ACs for the consumers with respect to low electricity bills and the best of interiors and performance”.

 


 

 

Hurdle cleared in Videocon's Electrolux acquisition

Richa Mishra
Neha Kaushik

Mr Harish Kumar, a minority stakeholder in Electrolux Kelvinator, has withdrawn his petition in the CLB.

New Delhi , Aug. 27

VIDEOCON's acquisition of Electrolux Kelvinator Ltd (EKL), the Indian arm of Swedish appliances major AB Electrolux, seems to have cleared one of the last remaining hurdles.

Mr Harish Kumar, a minority stakeholder (with around five per cent) in EKL, has withdrawn his petition filed in the Company Law Board (CLB) where he had alleged that EKL and AB Electrolux (ABE) had not complied with the SEBI regulations on Substantial Acquisition of Shares and Takeovers. Mr Kumar had filed the petition in 2003.

Despite the withdrawal of this petition, it is not clear whether the issue of minority shareholders in erstwhile EKL has been sorted out.

The minority shareholders in EKL had raised concerns on the fate of their shareholding following the acquisition.

According to the petition in CLB, the minority shareholders had submitted that AB Electrolux, which was proposing a fresh rights issue for EKL in order to increase its shareholding in the company would subsequently de-list EKL shares. They had also expressed concern that ABE Electrolux would buy back the shares from the existing independent shareholders at a price, extremely beneficial to it.

Industry sources have indicated that both Mr Kumar and ABE would like to resolve their differences amicably.

However, when contacted, sources close to Mr Harish Kumar declined to comment on the matter.

Prior to the acquisition of EKL by Videocon, ABE controlled 75.96 per cent of the company's equity, while the Indian promoters held 9.99 per cent.

Incidentally, Mr Kumar had also filed another petition in the Delhi High Court challenging an earlier merger between EKL and Intron. The case was still pending before the court at the time of acquisition of EKL by Videocon a few months back.

In July this year, Videocon had announced that it would acquire the entire (91.85 per cent) shareholding of ABE in its loss-making Indian subsidiary, EKL.

In addition to gaining control of EKL's three facilities in India, Videocon, under a separate licence agreement with ABE, will distribute/market products under the Electrolux, Kelvinator and Allwyn brands in India and other SAARC countries

 


CMT REPORT [Corruption, Money laundering & Terrorism]

 

The Public Notice information has been collected from various sources including but not limited to: The Courts, India Prisons Service, Interpol, etc.

 

1]         INFORMATION ON DESIGNATED PARTY

No records exist designating subject or any of its beneficial owners, controlling shareholders or senior officers as terrorist or terrorist organization or whom notice had been received that all financial transactions involving their assets have been blocked or convicted, found guilty or against whom a judgement or order had been entered in a proceedings for violating money-laundering, anti-corruption or bribery or international economic or anti-terrorism sanction laws or whose assets were seized, blocked, frozen or ordered forfeited for violation of money laundering or international anti-terrorism laws.

 

2]         Court Declaration :

No records exist to suggest that subject is or was the subject of any formal or informal allegations, prosecutions or other official proceeding for making any prohibited payments or other improper payments to government officials for engaging in prohibited transactions or with designated parties.

 

3]         Asset Declaration :

No records exist to suggest that the property or assets of the subject are derived from criminal conduct or a prohibited transaction.

 

4]         Record on Financial Crime :

            Charges or conviction registered against subject:                                                  None

 

5]         Records on Violation of Anti-Corruption Laws :

            Charges or investigation registered against subject:                                                          None

 

6]         Records on Int’l Anti-Money Laundering Laws/Standards :

            Charges or investigation registered against subject:                                                          None

 

7]         Criminal Records

No available information exist that suggest that subject or any of its principals have been formally charged or convicted by a competent governmental authority for any financial crime or under any formal investigation by a competent government authority for any violation of anti-corruption laws or international anti-money laundering laws or standard.

 

8]         Affiliation with Government :

No record exists to suggest that any director or indirect owners, controlling shareholders, director, officer or employee of the company is a government official or a family member or close business associate of a Government official.

 

9]         Compensation Package :

Our market survey revealed that the amount of compensation sought by the subject is fair and reasonable and comparable to compensation paid to others for similar services.

 

10]        Press Report :

            No press reports / filings exists on the subject.

 

 

CORPORATE GOVERNANCE

 

MIRA INFORM as part of its Due Diligence do provide comments on Corporate Governance to identify management and governance. These factors often have been predictive and in some cases have created vulnerabilities to credit deterioration.

 

Our Governance Assessment focuses principally on the interactions between a company’s management, its Board of Directors, Shareholders and other financial stakeholders.

 

 

CONTRAVENTION

 

Subject is not known to have contravened any existing local laws, regulations or policies that prohibit, restrict or otherwise affect the terms and conditions that could be included in the agreement with the subject.

 

 

FOREIGN EXCHANGE RATES

 

Currency

Unit

Indian Rupees

US Dollar

1

Rs.46.01

UK Pound

1

Rs.84.93

Euro

1

Rs.58.30

 

 

RATING

STATUS

PROPOSED CREDIT LINE

>86

Aaa

Possesses an extremely sound financial base with the strongest capability for timely payment of interest and principal sums

Unlimited

71-85

Aa

Possesses adequate working capital. No caution needed for credit transaction. It has above average (strong) capability for payment of interest and principal sums

Large

56-70

A

Financial & operational base are regarded healthy. General unfavourable factors will not cause fatal effect. Satisfactory capability for payment of interest and principal sums

Fairly Large

41-55

Ba

Overall operation is considered normal. Capable to meet normal commitments.

Satisfactory

26-40

B

Unfavourable & favourable factors carry similar weight in credit consideration. Capability to overcome financial difficulties seems comparatively below average/normal.

Small

11-25

Ca

Adverse factors are apparent. Repayment of interest and principal sums in default or expected to be in default upon maturity

Limited with full security

<10

C

Absolute credit risk exists. Caution needed to be exercised

Credit not recommended

 

 

 

 

 

PRIVATE & CONFIDENTIAL : This information is provided to you at your request, you having employed MIPL for such purpose. You will use the information as aid only in determining the propriety of giving credit and generally as an aid to your business and for no other purpose. You will hold the information in strict confidence, and shall not reveal it or make it known to the subject persons, firms or corporations or to any other. MIPL does not warrant the correctness of the information as you hold it free of any liability whatsoever. You will be liable to and indemnify MIPL for any loss, damage or expense, occasioned by your breach or non observance of any one, or more of these conditions