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Report
Date : |
22nd
June, 2006. |
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Name : |
EKL
APPLIANCES LIMITED - AMALGAMATED WITH
VIDEOCON INDUSTRIES LIMITED |
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Registered
Office : |
14 KM Stone, Aurangabad – Paithan
Road, Village Chittegaon, Taluka Paithan, District Aurangabad – 431105,
Maharashtra, India |
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Country: |
India |
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Financials
(as on): |
30/09/2005 |
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Date
of Incorporation : |
29.10.1996 |
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Com.
Reg. No.: |
11-103624 |
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CIN
No.: |
L99999MH1996PTC103624 |
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TAN
No.: (Tax
Deduction & Collection Account No.) |
MUMV09411D NSKV01616G |
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PAN
No.: (Permanent
Account No.) |
AABCV4012H |
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Legal
Form : |
A Public Limited Liability Company. The company’s shares
are listed on the stock exchange. |
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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., |
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MIRA’s
Rating : |
Ba |
RATING |
STATUS |
PROPOSED CREDIT LINE |
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41-55 |
Ba |
Overall operation is considered
normal. Capable to meet normal commitments. |
Satisfactory |
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Maximum
Credit Limit : |
USD 185,000,000 |
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Status
: |
Satisfactory
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Payment
Behaviour : |
Slow but
correct |
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Litigation
: |
Unknown |
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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. |
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Registered
Office/Factory : |
Auto Cars Compound, Adalat Road, Aurangabad – 431005,
Maharashtra |
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Tel.
No.: |
91-240-2320750 |
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Fax
No.: |
91-240-2333704 |
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Name : |
Mr. Pradeepkumar N Dhoot |
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Designation
: |
Director |
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Name : |
Mr. Anirudha V Dhoot |
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Designation
: |
Director |
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Name : |
Mr. S K Shelgikar |
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Designation
: |
Director |
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Name : |
Mr. Vivek D Dham |
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Designation
: |
Director |
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Name : |
Mr. Parag A Inamdar |
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Designation
: |
Company Sectary |
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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., |
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Bankers
: |
v State Bank of India v Indian Bank |
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Facilities : |
- |
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Banking Relations : |
Unknown |
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Auditors
: |
Khandelwal Jain & Company/ Kadam & Company Chartered Accountant |
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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 |
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]
|
SOURCES OF FUNDS |
30.09.2005 (15 months ) |
30.06.2004 |
30.06.2003 |
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SHAREHOLDERS
FUNDS |
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1] Share
Capital |
2622.100 |
328.900 |
328.900 |
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2] Share
Application Money |
0.000 |
0.000 |
0.000 |
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3]
Reserves & Surplus |
43724.100 |
0.000 |
0.000 |
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|
4]
(Accumulated Losses) |
0.000 |
(412.200) |
(394.800) |
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NETWORTH
|
46346.200 |
(83.300) |
(65.900) |
|
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LOAN
FUNDS |
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|
|
|
|
1]
Secured Loans |
27761.000 |
0.000 |
0.000 |
|
|
2]
Unsecured Loans |
4734.700 |
900.700 |
999.600 |
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TOTAL
BORROWING
|
32495.700 |
900.700 |
999.600 |
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DEFERRED
TAX LIABILITIES |
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|
|
|
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TOTAL
|
78841.900 |
817.400 |
933.700 |
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APPLICATION OF FUNDS
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FIXED ASSETS [Net Block]
|
33497.500 |
1099.300 |
1099.700 |
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Capital work-in-progress
|
6153.700 |
0.000 |
0.000 |
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INVESTMENT
|
3387.900 |
82.900 |
88.400 |
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DEFERREX TAX ASSETS
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CURRENT ASSETS, LOANS & ADVANCES
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|
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Inventories
|
8730.200
|
0.000
|
0.000 |
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Sundry Debtors
|
9971.200
|
6.800
|
0.000 |
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Cash & Bank Balances
|
13960.100
|
2.800
|
1.600 |
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Other Current Assets
|
0.000
|
0.000
|
0.000 |
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Loans & Advances
|
12091.300
|
1049.600
|
1701.300 |
Total Current Assets
|
44752.800
|
1059.200
|
1702.900 |
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Less : CURRENT LIABILITIES & PROVISIONS
|
|
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|
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Current Liabilities
|
8253.100
|
1423.800
|
1957.300 |
|
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Provisions
|
696.900
|
0.200
|
0.000 |
Total Current Liabilities
|
8950.000
|
1424.000
|
1957.300 |
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Net
Current Assets
|
35775.800
|
(364.800)
|
(254.400) |
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MISCELLANEOUS EXPENSES
|
0.000 |
0.000 |
0.000 |
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TOTAL
|
78841.900 |
817.400 |
933.700 |
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PARTICULARS |
30.09.2005 |
30.06.2004 |
30.06.2003 |
Sales Turnover [including other income]
|
57706.500 |
207.800 |
584.100 |
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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) |
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|
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Total Expenditure
|
55466.800 |
167.800 |
305.600 |
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PARTICULARS |
|
31.12.2005 (1st Quarter) |
31.03.2006 (2nd Quarter) |
|
Sales Turnover |
|
1,6580.100 |
1,7189.7 |
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Other Income |
|
314.600 |
478.3 |
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Total Income |
|
1,6894.700 |
1,7668.0 |
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Total Expenditure |
|
1,3439.500 |
1,3951.2 |
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Operating Profit |
|
3455.200 |
3716.8 |
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Interest |
|
523.200 |
499.1 |
|
Gross Profit |
|
2932.000 |
3217.7 |
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Depreciation |
|
705.600 |
686.4 |
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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.
|
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/- |
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:
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 |