MIRA INFORM REPORT

 

 

Report Date :

03.07.2007

 

IDENTIFICATION DETAILS

 

Name :

ESSAR SHIPPING LIMITED

 

 

Registered Office :

2494, 17th Main, HAL II Stage, Bangalore - 560 008, Karnataka

 

 

Country :

India

 

 

Financials (as on) :

31.03.2006

 

 

Date of Incorporation :

05.04.1975

 

 

Com. Reg. No.:

2771

 

 

CIN No.:

[Company Identification No.]

L85110KA1975PLC002771

 

 

TAN No.:

[Tax Deduction & Collection Account No.]

MUME00066D

 

 

Legal Form :

Subject is a Public Limited Liability Company. The company’s shares are listed on the Stock Exchanges.

 

 

Line of Business :

Operating of fleets.

 

 

RATING & COMMENTS

 

MIRA’s Rating :

B

 

RATING

STATUS

PROPOSED CREDIT LINE

26-40

B

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

Small

 

Maximum Credit Limit :

USD 92000000

 

 

Status :

Moderate

 

 

Payment Behaviour :

Slow and delayed

 

 

Litigation :

Unknown

 

 

Comments :

Subject is a part of Essar Group, a medium sized industrial house – managed by Ruias.  Most of the group companies which are listed on the stock Exchanges are not performing well.  Their payments are reported are slow and delayed by 90 – 120 days or more.

 

The company can be considered for normal business dealings with some caution at usual trade terms and conditions.

 

 

LOCATIONS

 

Registered Office :

2494, 17th Main, HAL II Stage, Bangalore - 560 008, Karnataka, India

Tel. No.:

91-80-25591650 / 25596986 – 90 / 25210158

Mobile No.:

91-80-25591382 / 25210158

Fax No.:

1. raman.essarhouse@wiprobtgw.wiprobt.ems.vsnl.net.in

2. sraman@essar.com

E-Mail :

http://www.essar.com

 

 

Corporate Office :

Essar House, 11 Keshavrao Khadye Marg, Mahalaxmi, Mumbai – 400 034, Maharashtra

Tel. No.:

91-22-24950606/ 66601100

Fax No.:

91-22-24954312/ 4330

E-Mail :

raman.essarhouse@wiprobtgw.wiprobt.ems.vsnl.net.in

webmaster@essar.com

 sraman@essar.com

secretarial.esl@essar.com

 

 

DIRECTORS

 

Name :

Mr. Sanjay Mehta

Designation :

Managing Director

Qualification :

MBA (London), Honours Degree in Economics (London)

Date of Appointment :

18/09/2000

Other Directorships :

American Marine Advisers Inc

 

 

Name :

Mr. A. R. Ramakrishnan

Designation :

Whole time Director and CEO

Date of Birth/Age :

07.02.1957

Qualification :

Mechanical Engineer, MBA from IIM- Kolkata

Experience :

Mr. A. R. Ramakrishnan is graduated in Mechanical Engineering with an Honours Degree and is a Post Graduate from the Indian Institute of Management, Kolkata. He has been with the Essar Group since 1992. He spent the first two and half years as a Business .Analyst, dealing with all the Essar Group companies. He joined the management team of Essar Shipping at the end of 1994 as General Manager (Commercial). In 1999, he took over as Chief Operating Officer. Prior to joining the Essar Group, Mr. Ramakrishnan was employed with Godrej for 12 years gaining experience in marketing, sales, manufacturing, systems and finance. He has wide experience in dealing with International companies and agencies, .including building joint ventures.

Date of Appointment :

01/04/1997

Other Directorships :

Essar Sisco Ship Management Company Limited

 

 

Name :

Mr. Ravi Ruia

Designation :

Vice Chairman

Date of Birth :

22.04.1949

Qualification :

Engineering Course

Address :

Mr. Ravi Ruia, Vice Chairman, Essar Group, belongs to the generation of industrialists who have played a significant role In strengthening India's industrial renaissance. An engineer by training, his entrepreneurial abilities have enabled the Essar Group to be one of the leading corporate houses of India, that now has an asset base of Rs.230000 millions. Mr. Ravi Ruia began his career in his family business In 1969 and has since then worked along with his elder brother Mr. Shashi Ruia to steer the Essar Group to its current position. The Group's current interests span the core sector industries of steel, oil & gas, power, Telecom, Information Technology, shipping & logistics and construction. Mr. Ravi Ruia masterminded the consolidation of Essar's business through backward and forward integration. He was responsible for setting up the overseas ventures of the Group. He is connected with several industry and trade

association both a\ the national and bilateral level

Date of Appointment :

01.09.1989

Other Directorships :

1. Essar Steel Limited

2. Essar Investments Limited

3. Essat Oit Limited

4. India Securities Limited

5. Hgtchison Essar Limited

6. Essar Power Limited

7. Hazira Plate Limited

8. Hazira Steel Limited

9. Essar Steel (Hazira) Limited

 

 

Date of Birth/Age :

Mr. Shashi Ruia

Qualification :

Vice Chairman

Experience :

 

Date of Appointment :

Mr. Anshuman S Ruia

 

Director

Name :

 

Designation :

Mr. R N Bansal

Address :

Independent Director

Date of Birth :

15.07.1930

Qualification :

B.Com., F.C.A., A.C.S.

Experience :

Mr. R N Bansal is a Commerce Graduate and Chartered Accountant and Company Secretary. He joined the Department of Company Affairs in December 1956. He was the Registrar of Companies, Punjab, Tamilnadu and Maharashtra. He was Regional Director, Company Law Board. He served as Government Nominee Director on all major Stock Exchanges in India.

Date of Appointment :

19.06.1987

Other Directorships :

1. Chambal Fertilizers Chemicals Limited

2. Orient Ceramics and Industries Limited

3. The Hindoostan Spinning &

Weaving Mills Limited

4. Gobind Sugar Mills Limited

5. Spice Limited

6. Jonas Woodhead & Sons (India) Limited

7. Pushpsons Industries Limited

8. Vadinar Oil Terminal Limited

Chairman/Member of the

Committees of the Board

of Directors of other Companies In which he is

a Director

Chairman

1. Chambal Fertilizers and Chemicals Limited - Shareholders Grievance Committee.

2. Spice Limited- Audit Committee

3. Pushpsons Industries Limited - Audit Committee

4. Orient Ceramics & Industries Limited - Audit Committee

5. Orient Ceramics & Industries Limited - Shareholders Grievance Committee.

 

Member

1. Chambai fertilizers and Chemicals Limited - Audit Committee

2. Gobind Sugar Mills Limited – Audit Committee

 

 

Name :

Mr. N Srinivasan

Designation :

Independent Director

Date of Appointment :

 

Name :

Mr. S K Poddar

Designation :

Independent Director

Designation :

 

Name :

Mr. Rewant Ruia

Designation :

Director

Qualification :

 

Name :

Mr. V Ashok

Designation :

Whole time Director

 

 

KEY EXECUTIVES

 

Name :

Mr. Hemant K Thanvi

Designation :

Company Secretary

 

 

AUDIT COMMITTEE :

 

v      Anshuman S Ruia

v      R N Bansal

v      N Srinivasan

 

 

COMPENSATION COMMITTEE :

v      Shashi Ruia

v      Ravi Ruia

v      R N Bansal

 

 

Name :

V Ashok

Designation :

Chief Financial Officer

 

 

Name :

Capt. S K Bhatia

Designation :

Vice President (Marketing)

 

 

Name :

Mr. K K Kohli

Designation :

Head – Fleet Personnel

 

 

Name :

Mr. S Krishnan

Designation :

Head – Human Resources and Administration

 

 

MAJOR SHAREHOLDERS / SHAREHOLDING PATTERN

 

(As on 31.03.2007)

Names of Shareholders

No. of Shares

Percentage of Holding

Shareholding of Promoter and Promoter Group

 

 

Indian

 

 

Bodies Corporate

89701891

21.05

Financial Institutions/ Banks*

1000500

0.23

Foreign

 

 

Bodies Corporate

110616743

36.67

 

 

 

Public shareholding

 

 

Mutual Funds/ UTI

57335

0.01

Financial Institutions/ Banks

55791

0.01

Insurance Companies

2342938

0.55

Foreign Institutional Investors

26737091

6.28

Any Other – Foreign Banks

23359

0.01

 

 

 

Non Institutions

 

 

Bodies Corporate

30521056

7.16

Individuals -

 

 

i. Individual shareholders holding nominal share capital up to Rs. 1 lakh

20003448

7.25

ii. Individual shareholders holding nominal share capital in excess of Rs. 1 lakh.

7791670

1.83

 

 

 

Any Other (specify)

 

 

i. Non Domestic Companies

419619

0.10

ii NRI's

1466746

0.49

 

 

 

Shares held by Custodians and against which Depository Receipts have been issued

124456000

29.21

Grand Total

426077207

100.00

 

 

BUSINESS DETAILS

 

Line of Business :

Operating of fleets.

 

 

GENERAL INFORMATION

 

No. of Employees :

1000

 

 

Bankers :

v      State Bank of India

v      IndusInd Bank Limited

 

 

Facilities :

Secured Loans :

(Rs. In millions)

From Banks

 

Foreign currency term loans secured by first charge on a suezmax tanker of the Company, and its receivables.

922.400

Foreign currency term loans, secured by first charge on a Very Large Crude Carrier of She Company, and its receivables.

4387.300

Rupee term loan secured by first charge on five bulk carriers, eleven mini bulk carriers and two product carriers of the Company.

1500.000

Total

6809.700

 

 

FROM OTHERS

 

Loan for purchase of shares secured by pledge of those shares

10.000

Total

10.000

Grand Total

6819.700

 

 

Unsecured Loans :

 

Short Term Loans and Advances from a Bank Commercial paper {Maximum balance Rs. 1600 millions (Previous year Rs. Nil)}

1600.000

Finance lease obligation

3434.700

Total

5034.700

 

 

 

Banking Relations :

Unknown

 

 

Auditors :

 

Name :

Deloitte Haskins & Sells

Chartered Accountants

 

 

Sister Concerns :

v      Essar Information Technology Limited

v      Essar Agrotech Limited

v      Essar Constructions Limited

v      Essar House Limited

v      Essar Power Limited

v      Essar Properties Limited

v      Essar Steel Limited

v      Essar Teleholdings Limited

v      Future Travels Limited

v      India Securities Limited

v      Essar Investments Limited

v      India Securities Limited

v      Hy-Grade Pellets Limited

v      Arkay Holdings Limited

v      Essar Oil Limited

v      Bhander Power Limited

v      Essar Logistics Limited

v      Essar Steel Hazira Limited

v      Essar Projects Limited

v      Essar Teleholdings Limited

 

 

Associates/Subsidiaries :

v      Vadinar Oil Terminal Limited

v      Essar Sisco Ship Management Company Limited

v      Essar International Limited, Guernsey

v      Essar Transportation International Limited, Bermuda (wholly owned subsidiary of Essar International Limited

v      Energy I Limited, Bermuda (wholly owned subsidiary of Energy Transportation International Limited

v      Energy I Limited, Bermuda (Voluntarily liquidated during the year)

v      Energy II Limited, Bermuda

v      Vilsat Investments Pi

v      ESL Worldwide Sea Logistics Limited

v      Prime Sea Logistics Limited

 

 

CAPITAL STRUCTURE

 

Authorised Capital :

No. of Shares

Type

Value

Amount

1500000000

Equity Shares

Rs.10/- each

Rs.15000.0000 millions

1050000

Redeemable Cumulative Preference Shares

Rs.100/- each

Rs.105.000

 

Total

 

Rs.15105.000 millions

 

 

 

 

 

Issued, Subscribed & Paid-up Capital :

No. of Shares

Type

Value

Amount

426077207

Equity Shares (Previous year 301,621,207) of Rs.107-each fully paid-up.

Of the above 68,224,660 Equity shares of Rs.107- each were allotted as fully paid-up equity shares for consideration other than cash. During the year, 124,456,000 equity shares were alloted on conversion of Foreign Currency Convertible Bonds (FCCBs).

Rs.10/- each

Rs.4260.800 millions

244648

Forfeited Shares

 

Rs.1.300 millions

 

Total

 

Rs.4262.100 millions

 


 

FINANCIAL DATA

[all figures are in Rupees Millions]

 

ABRIDGED BALANCE SHEET

 

SOURCES OF FUNDS

 

31.03.2006

31.03.2005

31.03.2004

SHAREHOLDERS FUNDS

 

 

 

1] Share Capital

4262.100

3017.500

3017.500

2] Share Application Money

0.000

0.000

0.000

3] Reserves & Surplus

18788.900

16599.400

8773.500

4] (Accumulated Losses)

0.000

0.000

0.000

NETWORTH

23051.000

19616.900

11791.000

LOAN FUNDS

 

 

 

1] Secured Loans

6819.700

5437.400

7445.900

2] Unsecured Loans

5034.700

2067.100

726.600

TOTAL BORROWING

11854.400

7504.500

8172.500

DEFERRED TAX LIABILITIES

0.000

0.000

305.800

 

 

 

 

TOTAL

34905.400

27121.400

20269.300

 

 

 

 

APPLICATION OF FUNDS

 

 

 

 

 

 

 

FIXED ASSETS [Net Block]

12856.800

12243.700

10886.200

Capital work-in-progress

0.000

36.900

290.000

 

 

 

 

INVESTMENT

14992.100

12023.900

7139.300

DEFERREX TAX ASSETS

0.000

0.000

0.000

 

 

 

 

CURRENT ASSETS, LOANS & ADVANCES

 

 

 

 

Inventories

222.900

88.300

179.300

 

Sundry Debtors

1152.600

768.200

801.400

 

Cash & Bank Balances

4493.300

2344.500

408.800

 

Other Current Assets

01.600

0.300

0.000

 

Loans & Advances

1728.300

928.500

1480.400

Total Current Assets

7598.700

4129.800

2869.900

Less : CURRENT LIABILITIES & PROVISIONS

 

 

 

 

Current Liabilities

508.300

1290.200

890.900

 

Provisions

33.900

22.700

25.200

Total Current Liabilities

542.200

1312.900

916.100

Net Current Assets

7056.500

2816.900

1953.800

 

 

 

 

MISCELLANEOUS EXPENSES

0.000

0.000

0.000

 

 

 

 

TOTAL

34905.400

27121.400

20269.300

 


PROFIT & LOSS ACCOUNT

 

PARTICULARS

 

31.03.2006

31.03.2005

31.03.2004

Sales Turnover

7511.200

8581.000

6712.500

Other Income

91.700

44.700

 

Total Income

7602.900

8625.700

6712.500

 

 

 

 

Profit/(Loss) Before Tax

1946.200

2615.400

1515.300

Provision for Taxation

94.000

35.000

219.800

Profit/(Loss) After Tax

1852.200

2580.400

1295.500

 

 

 

 

Expenditures :

 

 

 

 

Interest

260.300

1270.400

602.900

 

Depreciation

374.800

800.100

661.700

 

Fleet Operating Expenses

4274.400

3423.900

3540.000

 

Other Expenditure

747.200

515.900

392.600

Total Expenditure

5656.700

6010.300

5197.200

 

SUMMARISED RESULTS

 

PARTICULARS

 

 

 

31.03.2007

(Full year)

Sales Turnover

 

 

10243.000

Other Income

 

 

149.100

Total Income

 

 

10392.100

Total Expenditure

 

 

7184.900

Operating Profit

 

 

3207.200

Interest

 

 

890.700

Gross Profit

 

 

2316.500

Depreciation

 

 

905.100

Tax

 

 

71.000

Reported PAT

 

 

1340.400

Dividend (%)

 

 

0.000

 

KEY RATIOS

 

PARTICULARS

 

31.03.2006

31.03.2005

31.03.2004

Debt-Equity Ratio

0.53

0.59

0.62

Long Term Debt-Equity Ratio

0.44

0.56

0.58

Current Ratio

2.28

1.86

1.43

TURNOVER RATIOS

 

 

 

Fixed Assets

0.42

0.53

0.43

Inventory

43.63

63.22

46.61

Debtors

7.07

10.78

7.11

Interest Cover Ratio

5.76

2.72

3.18

Operating Profit Margin(%)

27.61

50.34

44.28

Profit Before Interest And Tax Margin(%)

22.09

40.89

34.07

Cash Profit Margin(%)

22.79

38.55

30.19

Adjusted Net Profit Margin(%)

17.27

29.09

19.98

Return On Capital Employed(%)

5.39

16.41

12.23

Return On Net Worth(%)

6.47

18.58

11.63

 


STOCK PRICES

 

Face Value

Rs.10.00/-

High

Rs.37.50

Low

Rs.37.00

 

Consolidated Segment Results

 

Particulars

Rs. In millions

Year ended 31.03.2007

Segment Revenue

 

Sea Transport

13969.200

Surface Transport *

3032.500

Others

32.300

Total

1 ,7034.000

Less : Inter Segment Revenue

(290.700)

Net Income from Operations

17034.000

 

 

Segment Results

 

Sea Transport

2419.800

Surface Transport *

195.900

Others

5.500

 

 

Total

2 621.200

 

 

Less:

 

Interest & Finance Cost

976.700

Add: Other Unallocable Income net of Unallocable

Expenditure

5.600

 

 

Profit Before Tax

1650.100

 

 

Capital Employed

6037.800

Sea Transport

(715.400)

Surface Transport *

 

 

* Note: As this reportable segment became applicable from this year only, comparative details of previous year are not provided.

 

 

 

LOCAL AGENCY FURTHER INFORMATION

 

HISTORY

 

Subject was incorporated on 4th April, 1984 at Bangalore in Karnataka having Company Registration Number 2771.

 

Incorporated as Essar Bulk Carriers in 1969, Essar Shipping (ESL) was amalgamated with the Karnataka Shipping Corporation in April, 1983 and acquired its present name.  The company is a part of the Essar group promoted by Essar investments.  At present, it is managed by Chairman Mr. Shashi N Ruia.  The company has a modern, sophisticated and fuel-efficient fleet with the capability to handle specialised functions.  Subject owns one of the youngest fleets in the Indian shipping industry, the average being about 5 years against the global average of 14 years.  Subject is one of the leading players in the shipping field.

 

The company has a modern, sophisticated and fuel-efficient fleet with the capability to handle specialised functions. The company owns one of the youngest fleets in the Indian Shipping Industry, the average being about 5 years (in terms on dwt) against the global average of 14 years.

 

The company’s fleet 27 Vessels had been subdivided into 3 categories viz Product Carrier Division, Bulk Carrier Division and Offshore Supply Vessels and Tugs Division. The growth in offshore Supply business will be there only if there large presence in this segment. Since the company’s marginal fleetof 3 vessels in the offshore supply business doesn’t found to be satisfactory, it is planning to exist from this segment and also plans to sell the vessels at FMV in 2003-04.

 

In October, 1994 it came out with a rights issue to part-finance the promoters’ contribution in the Essar Oil project.  Apart from this, it has also diversifed into sponge iron, offshore oil drilling, natural gas exploration and dredging operations.  In 1995-96 the company formed a joint venture – Essar Chennai Shipping, jointly with Poompuhar Shipping Corporation, to acquire three shallow draft bulk carriers of 43-45,000 DWT each by way of new building. SISCO was merged with company in 1996-97.

 

During the year 1996-97, South India Shipping Corporation Limited (SISCO) was merged with the company.

 

The company started work on a Petro Port at Vadinar, Jamnagar, Gujarat for receipt, handling, storage and despatch of crude oil and petroleum products at an estimated cost of Rs. 14350 millions, which was implemented by its subsidiary Vadinar Oil Terminal Limited. After a major cyclone which had hit the site in 1998 the construction at the site and had stopped and in 2003 the work on the project has again re-started.

 

The company is planning to re-positioning itself as India’s first sea-logistics company. For this the company is restructuring its existing businesses of energy transportation, integrated coastal services and terminal business. Since the growth for Offshore Supply Vessels and Tugs Division is very miniscule the company is planning to exit from the offshore supply business and the company will be selling the 3 offshore supply vessels at fair market value in 2003-04.

 

The project was reappraised by ICICI Limited and due to some increase in scope of the project and the time overrun, the project is expected to cost Rs. 18740 millions.  Recently the Company hived off the terminal business to a subsidiary called Vadinar Oil Terminal.

 

The company, is planning to re-position itself as India’s first sea-logistic company.  For this, the company is restructuring its existing businesses of energy transportation, integrated coastal services and terminal business.

 

Currently, it is planning to hive off energy transportation and coastal services into separate divisions.  The whole idea is to provide the entire logistics services to the clients.  The company also has the support of an e-logistics company, shippingstop.com.

 

 

The company's fixed assets of important value include land, buildings, fleet, plant & machinery, furniture, fixture, air conditioners, refrigerators, office equipments and vehicles.

 

Subject employs around 1000 persons in its' set up.

 

 

MANAGEMENT DISCUSSION, ANALYSIS AND REVIEW:

 

A. Energy Transportation Group (ETG):

 

This Division contributed Rs. 1029.900 Millions to the total income during the financial year. The vessels in this divisioh were prudently employed with a combination of spot, timecharter and voyage charter in order to optimize the earnings per day and also to take advantage of the buoyant freight markets.

 

In order to increase its market share in the Crude Oil Transportation and Crude Oil Transportation Management Services, the Company has acquired 2 Very Large Crude Carriers (VLCC) - during the year, MTAshna and MT Smiti. Both the vessels are modern and built in 1999 and 2005 respectively. MT Ashna has been acquired on a Bareboat Cum Demise charter basis with a purchase option at the end of a pre-agreed period. With these two acquisitions, the total Deadweight Tonnage of this division is 737,938 tons and comprises of two VLCCs and one Suezmax tanker.

 

During the year under review, the Company sold four of its Suezmax tankers. This transaction was undertaken, taking into view the Company's requirement of investing into modern VLCC fleet. The sale of the Suezmax tankers has enabled the Company to take advantage of high asset valuation prevailing in the shipping market and dispose these tankers at attractive value. All the four vessels were delivered to the buyers in April 2005.

 

B. Integrated Bulk and Petroleum Product Transportation Group (IBPPT):

 

The group provides Integrated Bulk Transportation and Petroleum Products Transportation services to various refineries, steel mills, and traders along the Asian and South East Asian coast through various employment contracts including Contracts of Affreightment (COA's). It contributed Rs. 5758.200 million to the Total Income during

the year under review, the group consists of the following divisions:

 

a. Product Carrier D/ws/on;This division consists of three product tankers which were primarily employed with Indian oil majors servicing their requirements along the Indian Coast.

 

b, Bulk Carrier Division: This division consists of 3 Capesizes, 3 Handymax/Handysize vessels, 11 Mini bulk carriers and 4 Tugs. The vessels were employed on COA's with major steel mills in India and South East Asia to provide supply chain logistics services along the Indian Coast and for Intra-Asfan trade.

 

C. Termlnalllng Group:

 

The members are aware of the investments made by the Company in Vadinar Oil Terminal Limited. They are glad to mention that the construction activity at the Terminal is nearing completion and the project is expected to be commissioned by September 2006.

 

Once completed, the project will provide end - to - end sea logistics solutions to the crude oil refiners and other traders, through its crude oil and petroleum products terminalling and storage facilities at Jamnagar.

 

Financial Analysis:

 

During the year under review, the Company has achieved a Total Income of Rs 7603.000 Millions and a Net profit of Rs 1852.200 Millions. This has been achieved through its focus on providing value added services to its clients and the strong freight markets.

 

The Company has also focussed on its endeavour to lower costs and reduce technical and commercial downtime on the vessels thereby ensuring better utilization of its assets. Further rationalization of operating costs is contemplated through supplier negotiations, cash payments, reduced borrowing cost, etc.

 

Vessel operating margins:

 

The focus on providing value added logistics and supply chain management services and constant initiatives towards reduction of operating costs has enabled the Company to improve operating margins. However, the Operating Margin on TCE basis was lower at 57.43% for the year under review as compared to 71.16% last year. The reduction in the operating margin was largely on account of .the weakened markets as compared to the previous year.

 

Dry docking expenses were Rs. 302.000 Millions during the year as against Rs 393.500 Millions during last year. The Direct Voyage Expenses during the year under review were Rs. 3108.400 Millions as compared Rs. 2041.000 Millions during the previous year. The increase in the Direct Voyage Expenses is due to inchartereing of vessels for providing logistics services to the steel mills.

 

RE-ORGANISATION OF BUSINESSES:

 

As a part of its strategy to enhance shareholders value and to consolidate its positions as an integrated sea logistics services * provider, the Board of Directors of the Company has approved the reorganization of the Company's investments in Terminalling and Logistics businesses.

 

In order to achieve the above, the Company will shortly enter into an agreement with Essar Shipping & Logistics Limited, Cyprus, (the group company) to sell its investments in Vadinar Oil Terminal Limited (VOTL) and Essar Logistics Limited (ELL) for a total cash consideration of USD 215 million.

 

The sale proceeds will provide the Company liquidity for investments in targeted fleet acquisitions allowing it to increase its market share in Energy Transportation and Integrated Bulk Transportation businesses.

 

INDUSTRY REVIEW AND PROSPECTS:

 

The Markets

 

During the year under review, the US economy continued to have a positive GDP growth rate. Economic growth in Japan recovered and is well established and in Europe there were signs of domestic demand picking up again. Outside the OECD area economic growth was well maintained, in China with 10 percent GDP growth and in India with 7.5 percent growth. Stimulated by higher oil prices there has also been strong economic growth in the Middle East, which is an important region for the business profile of the Company.

 

After two consecutive years with extraordinary high growth rates of 9 percent in the demand for world merchant tonnage, the growth rate fell to 6 per cent during the year under review. This 6 percent growth is in line with the average for the first six years of this decade.

 

It is definitely worth considering when they compare it with the average tonnage demand of barely 3 percent in the 1990s. The two fold increase in demand is on account of following a lift in the underlying long-term growth in the world economy, up from 3.3 percent per year on average in the 1990s to 3.9 percent so far in this decade and favorable shift in the relation between economic growth and seaborne trade.

 

Crude Transportation:

 

The most important trend in the global oil market during the year under review was the stagnation in oil production outside OPEC. At the beginning of the year International Energy Association (IEA) expected an increase in non-OPEC production of more than 1 mbd.

 

Hurricane-related supply disruptions in the US Gulf, higher North Sea depletion rates than anticipated and a more moderate growth in Russian oil output were the main elements behind the stagnation of non-Opec production. This led to significant rise in the price of crude oil.

 

Oil Import statistics for most of the year under review for countries covering 75percent of global seaborne oil trade in volume terms showed a modest 2 percent growth for crude, while imports of refined oil products was up by as much as 10 percent. This was a continuation from the year before in the strong shift in seaborne trade from crude to refined products. This process was mainly driven by the US, where the shortage of refining capacity is increasing rapidly. The mismatch of crude qualities, refinery structure and demand mix is a driving force behind strong dynamics in the seaborne oil trade. Analysts have expected these dynamics to result in a stronger volume growth in seaborne trade of refined products than in the trade of crude oil and longer transport distances.

 

The freight rates for VLCCs reached an average of $55,000 per day during the year under review, down from the extraordinary high $89,000 per day the year before. The lowest level of $18,000 per day was recorded in June 2006, the highest of $125,000 in November 2005. The freight rates for Suezmax tankers averaged $48,000 per day during the year under review, versus $65,000 per day during the previous year.

 

Outlook

 

The current tanker order book shows 24 million deadweight of new buildings to be delivered in calendar year 2006. According to IMO regulation only 3 million deadweight of tankers would be phased out. In addition to the mandatory scrapping there will be removals of an extra 4 million deadweight of tanker tonnage. This should lead to a fleet growth of 6.5 percent as an annual average, 5 percent for the VLCC segment arid 6 to 7 percent for Suezmax and Aframax segment. This could lead to another year of declining utilization rates for tankers. The trend in oil consumption will be the most decisive factor. Consensus forecasts for the world economy says that the

coming year will be another year of high economic growth, "in combination with a possible moderate fall in oil prices, oil consumption is expected to show some strength and which should lead to a comfortable return on capital for shipowners.

 

Bulk Carriers:

 

Due to a slight decrease in the average transport distances combined with a modest reduction in port congestion, tonnage demand rose slightly less than 4 percent during the year under review. The active dry bulk fleet increased by nearly 7 percent leading to capacity utilization rate falling from 97 per cent during the previous year to 94 percent during the year under review.

 

Average freight rates during the year under review dropped significantly from the all time high levels of the previous year. About 25 percent lower freight rates were noted for Handymax and Capesize tonnage, while Panamax ships experienced nearly 30 percent lower rates than the year before.

 

Iron ore transports rose 11 percent, mainly driven by China whereas i trade in steel products fell about 4 percent, as all major importers reduced their imports over the last year. Global coal transports increased by only 2 percent during the year under review, which was less than expected at the start of the year.

 

Outlook

 

Steel production is believed to increase further, new coal-fired power utilities planned to commence operations in the coming year, and taking into account that alternative energy sources are expensive compared to coal, it is believed that the international coal trade is in for a recovery in the coming year.

 

There are 26 million deadweight of new ships scheduled to enter operation in the coming year whereas scrapping is expected to be 3-3.5 million deadweight. On this basis, provided that the share of combined ships in the dry trade remains stable, the active dry bulk fleet is expected to increase by 6-7 percent. Based on the above, the active dry bulk fleet will experience a further drop in capacity utilization. Freight rates are therefore expected to average out lower . than in the year under review. The most critical factor will be the consequences of a continuation of the recent over-production in steel.

 

A more negative development in Chinese steel production and consequently in iron ore imports, will naturally cause a more severe setback in freight rates.

 

SUBSIDIARIES:

 

The Company has the following Subsidiaries as on March 31,2006:

1. Vadinar Oil Terminal Limited

2. Essar -Sisco Ship Management Company Limited

3. Essar International Limited, Guernsey, Channel Islands

4. Energy Transportation international Limited, Bermuda (wholly

owned subsidiary of Essar International Limited).

5. Energy II Limited, Bermuda (wholly owned subsidiary of Essar International Limited).

 

During the year the Company has voluntarily liquidated one of its wholly owned subsidiary Energy I Limited, Bermuda.

 

The Company has obtained exemption from the Central Government' under Section 212(8) of the Companies Act, 1956 from attaching the Balance Sheets, Profits Loss Account, report of the Board of Directors and the report of the Auditors of the subsidiary companies with the Annual Report, as required under section 211/212 of the Companies .Act, 1956, vide Order no. 47/70/2006-CL-lll dated March 8, 2006.

 

The Company will make available the annual accounts of the subsidiary companies and the related detailed information to the holding and subsidiary companies investors seeking such information at any point of time. The annual accounts of the subsidiary companies will be kept for inspection for the investors at the Registered Offices

of .the Company and its subsidiary companies.

 

In accordance with Accounting Standard AS-21 on Consolidated Financial Statements read with Accounting Standard AS-23 on Accounting for Investments in Associates, the Directors have pleasure in attaching the Consolidated Financial Statements, which form part of the Annual Report and Accounts.

 

Secretarial Audit

 

A qualified practicing Company Secretary carried out a secretarial audit to reconcile the total admitted capital with National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL) and the total issued and listed capital. The audit confirms that the total issued/paid up capital is in agreement with the total number of shares in physical form and the total number of dematerialized shares held with NSDL and CDSL.

 

Website Details :

 

The Company

 

Subject is one of the world’s leading integrated sea logistics companies, with a special focus on transportation solutions for the global energy business. A strong management team of experienced marine professionals steers the company, maintaining customer focus, world-class operations, an impressive safety record and a consistent financial performance. Their fleet accounts for almost 14% of India’s shipping fleet and they own the country’s largest VLCC (Very Large Crude Carrier), which is also India’s first double hull, double bottom VLCC.

 

Rig to refinery - and beyond

 

As an end-to-end sea logistics provider, ESL serves customers across the value chain- from ‘rig to refinery-and beyond’; offering services in the areas of bulk transport, supply chain management and storage and distribution. They are global experts in the energy business, with over 20 years of oil-handling experience. Their fleet handles a daily average of eight million barrels of crude oil, 320,000 barrels of petroleum products and 355,000 tonnes of dry cargo.


Subject operates in three main business areas: First, their energy transportation group provides sea transportation management services to the global energy industry, including US, European and Indian oil companies. A key advantage is that they are one of the world's largest independent owners/operators of Suezmax tankers. In March 2004 they acquired India's first and largest double-hull double-bottom VLCC. They have long-standing relationships with all the major global oil companies and their tankers have been chartered to international oil majors like Shell, Exxon/Mobil, Chevron, Statoil, Ultramar Inc., BP Amoco and Texaco.


Second, subject's integrated bulk/petroleum product transportation services group offers supply chain management services for the sea transportation of bulk cargo and refined products. This group services steel, power, cement, fertiliser and petroleum companies in South East Asia and India, for clients such as Indian Oil Corporation, Bharat Petroleum and Hindustan Petroleum. ESL also handles 5 million metric tonnes of coastal dry bulk cargo annually.


Third, to complete the integrated solutions chain, their crude oil and refined products handling and storage group provides storage and distribution services in India. ESL, through a wholly owned subsidiary Vadinar Oil Terminal Limited, owns port and terminal facilities to handle the receipt, storage and dispatch of crude oil and petroleum products at Vadinar in Jamnagar, Gujarat, which is an all-weather, deep-draft port.

 

A complete sea-logistics provider

 

Subject is a truly global company, deriving nearly three-quarters of revenues from international business. Their fleet of 30 vessels – made up of one VLCC, six Suezmaxes, three product tankers, five dry cargo bulk carriers, 11 mini-bulk carriers and four tugs – is valued at about US$ 415 m (Rs. 1.9 billion). The fleet is modern, sophisticated, and fuel-efficient and one of India's youngest, with an average age of 14 years against a world average of 19 years. The Vadinar terminal extends the value chain of ESL's sea logistics services by providing storage and handling facilities for 32 MTPA of crude oil and 14 MTPA of petroleum products.

 

World -class standards

 

Subject is one of the world's lowest-cost operators, with an exemplary safety record. They handle their technical management entirely in-house, maintaining their fleet to the highest quality, safety and operational standards. They were the first Indian shipping company to obtain the International Safety Management (ISM) code for their fleet of bulkers and tankers in July 1995, three years ahead of the International Maritime Organization's (IMO) deadline. They were also the first Indian shipping company to voluntarily comply with ISO 9002:1994 standards and have now upgraded to ISO 9001:2000 standards. Their vessels received the US Coast Guard's AMVER award for high maritime safety standards. They were the first Indian company to operate oil tankers in the highly competitive Atlantic region, especially to the US, which has stringent environment laws and heavy liabilities for failure. They are among the first shipping companies in the world to comply with the International Ship and Port Security (ISPS) code.

 

Customer-led, flexible and profitable

 

The needs of their customers drive their business and their core competencies are closely aligned to their requirements. They carefully study the geographical and product mix of their clients to provide the best solutions, optimising their businesses and saving them time and money. Their customers know they can count on us for scheduling flexibility, reliability, availability and management accessibility. They also support clients with a comprehensive shipbroker network and a sophisticated e-backbone, which allows them to track their cargo status on a real-time basis.


Their lean organisation and management give us the flexibility to respond quickly to customer needs and to market conditions. Their astute mix of long-term and spot contracts gives us a vessel utilisation rate of around 95%. Since trading assets wisely is crucial in the shipping business, ESL has invested consistently during recessions to be able to profitably encash assets during revivals. ESL is publicly listed and has remained financially strong even during periods of industry volatility, with consistently strong revenues and profits.

 

 

Press Releases

 

Essar Shipping net up by 22% at Rs. 382.000 million  for quarter ended March 31, 2007

 

June 29, 2007                                                                                                                                          

 

Performance Highlights


Fourth Quarter

 

Essar Shipping registered a total income of Rs.2097.300 million for the quarter ended March 31, 2007 compared to Rs.2106.400 million for the corresponding period of the previous year. EBIDTA for the quarter stood at Rs.814.000 million (Rs. 526.600 million), registering a growth of 54.58%. Net profit was Rs.382.000 million (Rs.312.900 million) after providing for Interest at Rs.231.700 million  (Rs.95.400 million), Depreciation of Rs.197.100 (Rs. 108.500 million) and Provision for tax at 3.200 millions (Rs. 9.800 million).

 

Full Year


Essar Shipping reported a total income of Rs. 10392.100 million for the year ended March 31, 2007 as compared to Rs. 7558.600 million last year, an increase of 37.47%. EBIDTA stood at Rs. 3207.200 million (Rs.2536.900 million in the previous year), registering a growth of 26.42%.

 

After providing for i) Interest of Rs. 890.700 million (Rs.215.800 million), ii) Depreciation of Rs. 905.100 million (Rs. 374.800 million) and iii) Provision for Tax at Rs. 71.600 million (Rs. 94.000 million) the Company's Net Profit was at Rs. 1339.800 cr (Rs. 1852.300 million). The Net Profit is not strictly comparable since the Profit of Previous year included Profit on Sale of Fleet of Rs. 707.000 millions as against Rs. 124.700 million during the current year.

 

About Essar Shipping


Essar Shipping, part of Essar Group, provides sea transportation management services to the global energy industry, including US, European and Indian oil companies. The company owns 26 vessels with a diverse fleet comprising Very large Crude Carriers, Suezmax tankers, product tankers, Bulk Carriers, Mini Bulk Carriers, Handymax, tugs and Barges.

 

About Essar Group

 

Essar Group is one of India's largest corporate houses, with interests spanning the core and infrastructure sectors of industry - steel, energy, power, communications, shipping & logistics and projects. It has an asset base in excess of US $ 10 billion (Rs. 400000 millions). It employs 20,000 people and has offices in over 50 locations worldwide

 


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 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.40.58

UK Pound

1

Rs.81.89

Euro

1

Rs.55.29

 

 

 

RATING EXPLANATIONS

 

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

NR

In view of the lack of information, we have no basis upon which to recommend credit dealings

No Rating

 

 

 

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