MIRA INFORM REPORT

 

 

Report Date :

14.07.2007

 

IDENTIFICATION DETAILS

 

Name :

POLAR INDUSTRIES LIMITED

 

 

Registered Office :

113, Park Street, Kolkata-700016, West Bengal

 

 

Country :

India

 

 

Financials (as on) :

30.09.2006

 

 

Date of Incorporation :

19.06.1982

 

 

Com. Reg. No.:

21-34996

 

 

CIN No.:

[Company Identification No.]

L99999WB1982PLC034996

 

 

TAN No.:

[Tax Deduction & Collection Account No.]

CALP07493D

 

 

PAN No.:

[Permanent Account No.]

AABCP7240D

 

 

Legal Form :

Public Limited Liability Company. The Company’s shares are listed on Stock Exchanges.

 

 

Line of Business :

Manufacturers of Electronic Instruments, T.V., Fans, C.D. Player and Tape.

 

 

RATING & COMMENTS

 

MIRA’s Rating :

Ca

 

RATING

STATUS

PROPOSED CREDIT LINE

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

 

Maximum Credit Limit :

--

 

 

Status :

Sick unit

 

 

Payment Behaviour :

Slow

 

 

Litigation :

--

 

 

Comments :

Subject is a sick unit and has been referred to BIFR. Company’s profitability is under severe pressure. It has huge accumulated losses. Payments are reported as slow and delayed.

 

The company can be considered for any business dealings on fully safe and secured trade terms and conditions, only.

 

 

LOCATIONS

 

Registered Office/ Marketing Division :

113, Park Street, Kolkata-700016, West Bengal, India

Tel. No.:

91-33-3028 1829/3528 

Fax No.:

91-33-2245 4923/2249 4198

E-Mail :

cs@polarinc.com, pnlho@pnl.polarinc.com

Website :

http://www.polarinc.com

 

 

Corporate Office/ Export Division :

A-105, Sector 5, Noida - 201 301

 

Tel. No.:

91-0120-3914751/52/53/54 

Fax No.:

91-0120-2420451

E-Mail :

polar@pil.polarinc.com

Alok Agrawal: edpolar@pil.polarinc.com/alok@pil.polarinc.com
Udai Sirohi :udaisirohi@pil.polarinc.com
Bhawnesh Bhardwaj: bhawnesh@pil.polarinc.com

 

 

Factory 1 :

Noida

Ceiling Fan Division - A-2, Sector 5, Noida - 201 301

 

 

Factory 2 :

Kolkata

Sumach Division - 58/4/2A B. T. Road, Kolkata - 700 002

 

 

Factory 3 :

PFI Division - 167, Brahmo Samaj Road

Kolkata - 700 060

 

 

Factory 4 :

Roorkee

Plot No. 9, Ram Nagar Industrial Area

Roorkee, Hardwar, Uttaranchal

 

 

Service Centers :

South Zone

 

Chennai – 2485 3351 / 2371 7127
e-mail – pnlmds@pnl.polarinc.com

 

Kochi – 239 1994 / 320 8163
e-mail – pnlcoc@pnl.polarinc.com

 

Bangalore – 41516474
e-mail – pnlbng@pnl.polarinc.com

 

Vijayawada – 257 1487
e-mail- pnlvij@pnl.polarinc.com

 

Hyderabad– 2330 5109
e-mail – pnlhyd@pnl.polarinc.com

 

East Zone

 

Kolkata – 2225 3480 / 2225 7212
e-mail – pnlho@pnl.polarinc.com

 

Siliguri – 2643868
e-mail – pnlho@pnl.polarinc.com

 

Asansol – 220 2537
e-mail – pnlho@pnl.polarinc.com

 

Bhubaneswar – 2587904
e-mail – pnlbbsr@pnl.polarinc.com

 

Patna – 266 5553
e-mail – pnlptn@pnl.polarinc.com

 

Guwahati – 252 9260
e-mail – pnlguw@pnl.polarinc.com

 

North Zone

 

Delhi – 2761 9055
e-mail – pnldel@pnl.polarinc.com

Faridabad – 3204433
e-mail – bmfbd@pnl.polarinc.com

 

Chandigarh – 265 5572
e-mail- pnlchd@pnl.polarinc.com

 

Kanpur – 230 3964
e-mail- pnlkan@pnl.polarinc.com

 

Varanasi – 222 0871
e-mail- pnlvns@pnl.polarinc.com

 

Jaipur – 2210049
e-mail – pnljpr@pnl.polarinc.com

 

Ghaziabad – 271 0556
e-mail- pnlgzb@pnl.polarinc.com

 

West Zone

 

Mumbai – 2822 1325/ 2839 8484
e-mail- pnlbom@pnl.polarinc.com

 

Ahmedabad- (02718) 262977
e-mail- pnlahm@pnl.polarinc.com

 

Indore – 4092195
e-mail – pnlind@pnl.polarinc.com

 

Raipur – 225 5178
e-mail – pnlrpr@pnl.polarinc.com

 

 

DIRECTORS

 

Name :

Sri Anil Agarwal

Designation :

Chairman & Managing Director

 

 

Name :

Sri Sunll Agarwal

Designation :

Vice Chairman

 

 

Name :

Sri Salll Bhandarl

Designation :

Director

 

 

Name :

Sri Vikram Prakash

Designation :

Director

 

 

Name :

Dr. S. D. Nanda

Designation :

Nominee Director (IIBI)

 

 

Name :

Sri A. K. Sharma

Designation :

Nominee Director (IFCI)

 

 

Name :

Sri S. S. Dabas

Designation :

Nominee Director (PNB)

 

 

Name :

Sri K. P. Bhatlacharya

Designation :

Director – Operations

 

 

KEY EXECUTIVES

 

Name :

Sri Vishwanath G. Malagi

Designation :

Company Secretary

 

 

MAJOR SHAREHOLDERS / SHAREHOLDING PATTERN

 

Names of Shareholders

No. of Shares

Percentage of Holding

Promoter’s Group

5318470

39.01

Financial Institution/ Banks/ Mutual Funds

4723072

34.64

NRIs

12240

0.09

Public/ Private Bodies Corporate

742121

5.44

Individual Public

2839010

20.82

Total

13634913

100.00

 

 

BUSINESS DETAILS

 

Line of Business :

Manufacturers of Electronic Instruments, T.V., Fans, C.D. Player and Tape.

 

 

Products :

ITC Code

Product Description

841451.02

Ceiling Fan

841370.03

Monoblock Pump

850140.03

FHP Motors

 

 

GENERAL INFORMATION

 

Bankers :

v      Punjab National Bank, Large Corporate Branch, Connaught Place, New Delhi

v      Allahabad Bank, Industrial Finance Branch

v      Parliament Street, New Delhi

v      Union Bank of India, Industrial Finance Branch, Connaught Place, New Delhi

v      Bank of Maharastra, Netaji Subhash Road, Kolkata

 

 

Facilities :

Secured Loans (As on 30.09.2006):

(Rs. In millions)

Debentures

107.893

Rupee Term Loans :

 

From Financial Institutions

154.136

From Banks

129.478

Funded Interest Term Loan

 

From Financial Institutions

91.428

From Banks

37.594

Bridge Loan

5.291

Interest accrued and due on above

65.439

Car loans from Banks

2.686

Bank Borrowings for working capital

271.765

Total

865.711

 

Notes :

 

Debentures, Rupee Term Loans , Funded Interest Term Loans & Bridge Loan are to be secured by first pari-passu charge on all fixed assess and second charge on current assets of the Company. The Bank Borrowings for Working Capital are to be secured by hypothecation of current assets and second charge on fixed assets.

 

Zero % Debentures of Rs.3.747 millions (including due for redemption Rs. 37.470 millions) are redeemable at par in three installments commencing from 2003-04 to 2005-06. 4% Debentures of Rs. 30.000 millions (including due for redemption Rs.10.506 millions) are redeemable at par in twelve quarterly installments commencing from 2005-06 to 2007-08. 7 % Debentures of Rs.3.540 millions (including due for redemption Rs.0.761 millions) are redeemable at par in sixteen quarterly installments commencing from April, 2005 to January, 2009, 8% Debentures of Rs.10.000 millions (including due for redemption Rs.6.666 millions) are redeemable at par in three installments commencing 2004-05 to 2006-07.11 % Debentures of Rs.60.606 millions (including due for redemption Rs.1.818 millions) are redeemable at par in 32 quarterly installments commencing from April, 2005 to January, 2013.

 

Car Loans from Banks are secured by hypothecation of specific vehicles.

 

Term Loans and Bank borrowings are also guaranteed by Chairman & Managing Director and one of the Directors of the Company, Also these are further secured by shares pledged by third parties as Collateral Security.

 

Bank borrowings for working capital includes Rs. 96.702 millions being devolvement of Letter of Credit issued by the Bank.

 

Unsecured Loans :

 

Short Term

 

Deposits from dealers

0.992

Loan from Bodies Corporate

99.976

Interest accrued and due

2.765

Long term (interest free)

 

Loans from Directors

0.000

Loans from Others

0.000

Total

103.733

 

 

 

Banking Relations :

--

 

 

Associates/Subsidiaries :

v      Sheffield Appliances Limited

v      Polar Pharma India Limited

v      S. A. Engineering Works

v      Vinsa Electricals Limited

v      V. Enterprises

v      Versatile Wires Limited

v      Kumar Traders (Upto 30.11.2005)

v      Sunil Fan Industries.(Upto 31.01.2006)

 

Co-promoters & Associates

 

v      Polar Marmo Agglomerates Limited

v      Heynen India Limited

v      Polar Forgings & Tools Limited

 

 

CAPITAL STRUCTURE

 

Authorised Capital :

No. of Shares

Type

Value

Amount

22750000

Equity Shares

Rs.10/- each

Rs.227.500 millions

25000

14% Redeemable Cumulative Preference Shares

Rs.100/- each

Rs.2.500 millions

 

Total

 

Rs.230.000 millions

 

Issued, Subscribed & Paid-up Capital :

No. of Shares

Type

Value

Amount

13634913

Equity Shares

Rs.10/- each

Rs.136.349 millions

25000

14% Redeemable Preference Shares

Rs.100/- each

Rs.2.500 millions

 

Total

 

Rs.138.849 millions

 


 

FINANCIAL DATA

[all figures are in Rupees Millions]

 

ABRIDGED BALANCE SHEET

 

SOURCES OF FUNDS

 

30.09.2006

31.03.2005

31.03.2004

SHAREHOLDERS FUNDS

 

 

 

1] Share Capital

138.849

138.849

113.800

2] Share Application Money

0.000

0.000

0.000

3] Reserves & Surplus

312.100

316.007

99.300

4] Zero Coupon, Convertible Warrant Money

80.247

0.000

0.000

5] (Accumulated Losses)

(1179.636)

(336.638)

0.000

NETWORTH

(648.440)

118.218

213.100

LOAN FUNDS

 

 

 

1] Secured Loans

865.711

761.256

753.800

2] Unsecured Loans

103.733

33.521

37.200

TOTAL BORROWING

969.444

794.777

791.000

DEFERRED TAX LIABILITIES

0.000

0.000

0.000

 

 

 

 

TOTAL

321.004

912.995

1004.100

 

 

 

 

APPLICATION OF FUNDS

 

 

 

 

 

 

 

FIXED ASSETS [Net Block]

129.616

102.795

184.900

Capital work-in-progress

0.893

173.528

167.200

Project Pre-operative Expenses

1.753

0.000

0.000

 

 

 

 

INVESTMENT

20.636

28.095

26.500

DEFERREX TAX ASSETS

0.000

56.001

0.000

 

 

 

 

CURRENT ASSETS, LOANS & ADVANCES

 

 

 

 

Inventories

143.036

153.568

124.600

 

Sundry Debtors

395.442

670.013

627.000

 

Cash & Bank Balances

7.825

28.796

24.900

 

Other Current Assets

0.000

0.000

0.000

 

Loans & Advances

76.632

214.267

347.100

Total Current Assets

622.935

1066.644

1123.600

Less : CURRENT LIABILITIES & PROVISIONS

 

 

 

 

Current Liabilities

448.002

507.519

506.500

 

Provisions

15.180

12.189

0.000

Total Current Liabilities

463.182

519.708

506.500

Net Current Assets

159.753

546.936

617.100

 

 

 

 

MISCELLANEOUS EXPENSES

8.353

5.640

8.400

 

 

 

 

TOTAL

321.004

912.995

1004.100

 


PROFIT & LOSS ACCOUNT

 

PARTICULARS

 

30.09.2006

31.03.2005

31.03.2004

Sales Turnover

1447.738

964.266

921.700

Other Income

66.937

67.602

136.700

Total Income

1514.675

1031.868

1058.400

 

 

 

 

Profit/(Loss) Before Tax

(787.151)

(78.359)

0.900

Provision for Taxation

58.230

15.068

19.200

Profit/(Loss) After Tax

(845.381)

(93.427)

(18.300)

 

 

 

 

Total Earnings

22.692

18.694

NA

 

 

 

 

Imports :

 

 

 

 

Raw Materials

2.916

6.059

NA

 

Others

69.411

25.794

NA

Total Imports

72.327

31.853

NA

 

 

 

 

Expenditures :

 

 

 

 

Opening Stock

121.112

85.188

NA

 

Manufacturing Expenses

NA

NA

88.800

 

Administrative Expenses

NA

NA

80.300

 

Raw Material Consumed

1035.777

660.250

501.600

 

Miscellaneous Expenses

NA

NA

134.800

 

Salaries, Wages, Bonus, etc.

NA

NA

63.700

 

Interest

NA

NA

70.000

 

Power & Fuel

NA

NA

10.000

 

Depreciation & Amortization

NA

NA

13.700

 

Other Expenditure

406.654

279.039

94.600

Total Expenditure

1563.544

1024.478

1057.500

 

SUMMARISED RESULTS

 

PARTICULARS

 

 

 

31.03.2007

(Full year)

Sales Turnover

 

 

449.500

Other Income

 

 

3.700

Total Income

 

 

453.200

Total Expenditure

 

 

634.800

Operating Profit

 

 

(181.600)

Interest

 

 

49.900

Gross Profit

 

 

(231.500)

Depreciation

 

 

3.200

Tax

 

 

0.600

Reported PAT

 

 

(235.300)

Dividend (%)

 

 

0.000

 


KEY RATIOS

 

PARTICULARS

 

30.09.2006

31.03.2005

31.03.2004

Debt-Equity Ratio

0.00

5.92

4.21

Long Term Debt-Equity Ratio

0.00

4.62

3.33

Current Ratio

1.15

1.62

1.63

TURNOVER RATIOS

 

 

 

Fixed Assets

5.31

3.95

2.96

Inventory

6.49

6.92

6.64

Debtors

1.81

1.48

1.52

Interest Cover Ratio

(0.51)

(0.06)

0.31

Operating Profit Margin(%)

(3.77)

0.47

3.86

Profit Before Interest And Tax Margin(%)

(4.48)

(0.46)

2.38

Cash Profit Margin(%)

(19.55)

(8.78)

(3.73)

Adjusted Net Profit Margin(%)

(20.26)

(9.71)

(5.22)

Return On Capital Employed(%)

0.00

0.00

0.00

Return On Net Worth(%)

0.00

0.00

0.00

 

STOCK PRICES

 

Face Value

Rs.10.00/-

High

Rs.7.62

Low

Rs.7.31

 

 

LOCAL AGENCY FURTHER INFORMATION

 

Established in 1982 and promoted by Anil Agarwal, Subject, the flagship of the Polar group, is primarily a ceiling-fan producer, but has re-fashioned itself into an electro-mechanical syndicate by diversifying into synergical products like fractional horse power (FHP) motors and water/chemical lifting pumps. PIL which has four divisions - fans (cap. ; 1.500 million), FHP motors (cap. : 0.600 million), pumps (cap. : 0.36 million) and electrical stampings (cap. : 2940 tpa) - has also added domestic appliances to its fold. It launched a wide range of domestic appliances under the Sheffield brand name, which received a good response. 

 
The takeover of Sumach Electricals by the company stregthened its ceiling fan segment. The introduction of hi-speed presses and de-carbonisation and re-crystallisation plants in the lamination division increased Subject's installed capacity. The company has expanded its motor divisions capacity to 0.600 million pa. 

 
The fans are being exported to countries like the UK, Germany, Holland, France and other European countries, besides west Asian countries and Bangladesh; while motors are being exported to Russia and other European countries. 
 
The company has achieved a major milestone by becoming an ISO 9002 in all the product lines. It has expanded its product range through introducing new models like `Windchill',` Winchester', `Edison-M.X.', `Edison Sunflower Yellow', etc. During 2000-01,the company took a timely decision to merge a group company, Polar Fan Industries Limited(PFIL) with Polar Industries Limited(PIL).PFIL is an existing profit making company, is been engaged in the manufacture and marketing of Fans of various types. The Hon'ble High Court of Kolkata has also approved the scheme of merger and issued orders on 02.07.2001 for merger of both companies.

 

REFERENCE TO BIFR

 

Since the accumulated losses of the Company, as on 30th September, 2006, has exceeded the entire Net Worth of the Company and the Board having formed the opinion that the Company has become a Sick Industrial Company within the meaning of Sick Industrial Companies (Special Provisions) Act, 1985, a reference under Section 15 of the said Act shall be made to BIFR on or before February 28, 2007.

 


OPERATIONS

 

The Company has achieved a turnover of Rs. 1447.738 millions (Rs. 965.158 millions on annualized basis) during the period ended 30th September, 2006 as against turnover of Rs. 964.266 millions during previous year, which is at the same level. While the turnover in electrical fan segment has gone down, the Company could maintain the same turnover due to new business segments i.e. Home Appliances and Compact Florescent Lamp (CFL). EBITDA margins have decreased from Rs. 6.252 millions in the previous year to Rs. (54.611) millions [Rs. (36.407) millions on annualized basis] during the period ended 30th September, 2006.

 

The Company got the following setbacks, which has eroded the working capital and resulted into lower turnover, higher cost and consequently lower EBITDA margins.

 

• Non-release of working capital limits as per the sanctioned CDR Scheme. The working capital account with the consortium banks except UBI, where there is a small limit of Rs. 20.500 millions, have become inoperative.

 

• Recovery/Repayment of Term Loan out of the working capital funds as there were not enough generation due to non-release of working capital.

 

• Payment against allotment of land in excise free zone, State Industrial Development Corporation of Uttaranchal Limited. (SIDCL), out of the promoter contribution under CDR/ working capital which was otherwise to be paid out of the sanctioned Bridge Loan.

 

• Delay in the sale of surplus assets as per sanctioned CDR scheme due to inter-lender issues.

 

The segment wise performance is as under: -

 

Electrical Fans

 

The Company has achieved a turnover of Rs.1117.098 millions (Rs.744.732 millions on annualized basis) during the period ended 30th September, 2006 as against turnover of Rs.866.460 millions during previous year. EBITDA margins have substantially reduced due to the following factors.

 

• The fan sales have fallen by 19.60% in quantitative terms. In value terms the fans sale have decreased by Rs. 121.728 millions (14.05%)

 

• Raw Material cost has adversely effected in two ways (i) Unprecedented hike in the prices of the core raw materials like Copper, Steel & Aluminum around Rs.30/- per Fan. The Company could not pass on the hike to the customers immediately since the sale prices are governed by the market forces, (ii) The Company could not avail/

negotiate the best economical prices from the suppliers due to stretched credit period, which has emerged due to shortage of working capital funds.

 

• The lower contribution on account of lower volumes and higher raw material cost has resulted into non-recovery of the overheads and ultimately lower EBITDA margins.

 

The Company continues to produce fans in the excise free zones at Roorkee (Uttranchal) resulting in savings in excise duty.

 

Appliances

 

The Company had started the business of Home Appliances two years back. The period ended 30th September, 2006 was the first full year of operation. Though the Company has created ample space in the market, the turnover under this segment was Rs.1101.73 millions only, due to want of adequate working capital.

 

The purchase cost is higher by 4%-5% due to 3rd party L/C arrangements. The lower turnover, higher cost and under recovery of the overheads has resulted into lower EBITDA margins.

 

The Company has recently started two new products viz. Geyser, OTG so as to complete the full range of Home Appliances.

 

Compact Florescent Lamps (CFL)

 

The Directors are pleased to inform that as decided in last year, the Company has made foray into the Lighting (CFL) segment in the current year in order to leverage the potential of the Polar brand. The growth potential in this segment is immense subject to availability of the adequate working capital funds.

 

The Company has achieved turnover of Rs.132.245 millions during the period ended 30th September, 2006, first year of operation. However, the operating margins were under pressure due to the following factors:

 

a) The purchase cost is higher by 4%-5% due to 3rd party L/C arrangements.

 

b) There was an abnormal process loss of Rs. 3.000 millions borne by the company, incurred during assembly/manufacturing for upgrading the quality of finished goods and accordingly acceptability of input material. However', the process loss has now been standardized based on the industry norms and past performance.

 

Exceptional Items

 

Despite major losses, the management has taken a decision to write off some of the nonrealizable assets, which have impacted the EAT.

 

1. Provision of Rs.278.483 millions on Polar Marmo Agglomerates Limited (PMAL) In earlier years the company has discharged the dues of Polar Marmo Agglomerates Limited (PMAL) to Financial Institutions and Banks as one time settlement in terms of Tripartite Agreement. The Company has also entered into an 'Agreement to Sell' for Purchase of the Assets of PMAL at a consideration of Rs.157.337 millions and accordingly the payment has been considered as Capital Advance. Besides this Rs.152.299 millions is due from PMAL on account of loan, advances, interest and claims receivable. In addition, an amount of Rs. 8.847 millions has been given/ spent towards maintenance of above assets and included in capital work in progress.

 

In view of winding up order received from BIFR, the management is of the view that the recovery/adjustment of the above loans, receivables, advances and capital work in progress is doubtful. Thus the Company has made the Provision for Rs.278.483 millions net of Rs.40.000 millions being the estimated realizable value of the assets of PMAL.

 

Provision for Doubtful debt

 

Rs. 663.460 millions Is due from one of the major trade debtor as on 30th September, 2006. In view of their poor financial position and uncertainty on the future profitability, as an abundant precaution the Company has decided to provide Rs. 320.000 millions due from them, as doubtful.

 

Deferred Tax Reversal

 

The Company has decided to reverse the deferred tax assets of Rs.56.001 millions due to substantial un-absorbed depreciation and brought forward losses.

 

EXPORTS

 

The Company has registered an export sale of Rs 28.587 millions, which is higher by 17% in value terms as compared to the year 2004-05.

 

The Company has taken some steps to expand its export market reach, participating in the overseas fairs/events. The Company is at present operating in African market, Middle East and SAARC Countries and attempting to enter Latin America and South Asia.

 

The Company is at present having a moderate focus on exports due to lower contribution,

 


INDUSTRY

 

The industry continues to grow at 25% during the period ended 30th September, 2006 and is expected to continue due to the various key drivers such as growth in the housing sector, urbanization and rural prosperity, conversions from un-organized sector, huge replacement market and shift in consumer preference from low priced non-branded products to branded value for money and premium products.

 

FUTURE OUTLOOK

 

The Indian Economy remained buoyant with continuous emphasis on infrastructure activities. The Government has been continuing its thrust on the development of infrastructure, which will lead to derived demand for the fan products. The focus of the Company would be on:

 

• Increase in the volume in all the three segments viz. Electrical Fans, Home Appliances and Lighting (CFL).

• Consolidation of manufacturing units for better control and reduction of the overheads.

• Restructuring of organizational structure to make it flat, more efficient and cost effective.

• Increased production at the unit at Uttranchal for higher excise duty benefits.

• Settlement of debt liability with Bank & Fl's through OTS. The proposal is at on advanced stage and the sanction is expected shortly.

 

MANAGEMENT DISCUSSIONS & ANALYSIS

 

Consolidation of Manufacturing Units

 

The Company is at present operating from four manufacturing units-two at Kolkata one each at Noida and Roorkee, Uttaranchal. The Company has decided to consolidate the four units into two units, one at Kolkata and the other at Hardwar, Uttaranchal (excise free zone) under a strategic decision to maximize the production at excise free zone leading to, saving in overheads and improvement in the efficiency. The Company has taken all the effective steps and listed out of the formalities involved. However, complete closure could not be achieved due to lack of adequate funds. It shall be done, once the funds are in place.

 

As a long-term strategy, the Company had purchased Industrial land in Hardwar, Uttaranchal (excise free zone) having 20400 Sq. mts. area, in order to build a state of art plant to manufacture superior quality products and also to get maximum benefit of exemption from excise duty. As per the Terms of Allotment, the production was to be started by December, 2006 but the Company could not do so, however as per the order of Hon'ble High Court of Nainital dated 16th December, 2006, the Company has been given six months time to commence production.

 

Increase In the Raw Material Cost

 

Raw Material cost have been adversely effected in two ways (i) unprecedented hike in the prices of the core raw materials like Copper,-Steel & Aluminum, which the Company could not pass to the customers as the sale prices are governed by the market forces and (ii) the Company could not avail/negotiate the best economical prices from the suppliers due to stretched credit period, which has emerged due to shortage of working capital funds.

 

Part of the increase in the raw material cost has been offset by operations at Uttranchal unit, being excise-exempted zone. The Company has partly passed on hike during the current year and is planning to pass on further in the coming season, the impact of which shall be felt in the current year i.e. 2006-07.

 

One Time Settlement Proposal

 

The Company has already submitted One Time Settlement (OTS) Proposal for settlement of dues with Banks and Financial Institutions. The OTS proposal is now at an advanced stage. At the monitoring Committee Meeting held on 13th October, 2006 the terms of OTS were finalized. PNB, one of the major lender and monitoring agency under CDR is now in the process of obtaining final approval of its higher authorities. Thereafter the same would be taken to CDR forum. The Company is expecting the final approval from CDR shortly.

 


New Business Segments

 

The Company has entered the Home Appliances Business about 2 years ago and CFL & Luminaries business in the last year to leverage the Polar Brand and the existing distribution network. The market size of the Home Appliances is estimated around Rs.8500 Millions with a growth rate of around 10%-15% p.a. The market size of the CFL & Luminaries is Rs.34000 Millions with a growth rate of over 20% p.a. The Company's business in these sectors are not picking up due to shortage of working capital funds. However, with the induction of funds to meet the OTS and working capital requirement, the Company is hopeful of a remarkable growth with good margins in the near future.

 

Induction of funds through distressed Funding

 

The Company has hired a renowned Financial Consultant, Meghraj SP, Mumbai as its financial consultant to arrange for the funds for settlement of its debts, completion of the Uttaranchal Project and to meet the working capital requirement.

 

The Company has received interim funding in the month of June, 2006 from Eight Capital Masters Funds Limited, through Meghraj SP to meet the working capital requirement against security of 100% holding of Vinsa Electrical Pvt. Limited.

 

(VEPLj, brand holding Company. The interim funding has given some respite in the difficult situation.

 

Opportunities & Threats

 

Opportunities

 

• The demand for the electrical goods is growing in the country.

 

• The demand for fan industry is dependent on the growth of the housing sector/ construction activity being at a peak is giving the required boost to these products.

 

India is a vast and populous country, where almost 70% of the population resides in villages, a large percentage of which remains to be electrified.

 

Rural electrification being taken-up by the Government at a rapid pace, the demand for Company's products are bound to rise in the near future.

 

India is a hot weather country, where almost half of the year is dry season. Besides, all 3 coastal parts have humid weather. The demand for fans is going to persist. The global/earth warming is resulting in increased demand for fans even in the hilly areas, where fan usage was unheard of even two decades ago.

 

• The power sector reforms in the country shall boost the CFL segment.

 

• Polar brand is well known and hence creating awareness for sub-brands of each product segment will not entail much, time, effort and cost.

 

Threats

 

The industry Is expected to face the following threats:

 

• Unorganized sector vs. branded products: The biggest menace in the fan industry is not a threat from overseas but rather the unorganized sector.

 

At times it has been found that duplicate fans are being manufactured in unorganized sector. This has affected the branded/organized sector products in two ways, firstly the duplicate products harm the brand image and the market share and secondly, the lower price, often drive the customer to buy un-branded products, though later they repent due to bad quality. To counter the menace of spurious products, the Company has introduced branded low priced fans in the market.

 

• The most challenging and uphill task before the Company is to restructure its operations and finances with the co-operation of its bankers/FIs and other major stakeholders.

 

Internal control systems & their adequacy

 

The accounting and administrative controls established by the Company are appropriate to the size and nature of the business of the Company.

 

The Company has established proper internal checks in day today transactions, The Company has incorporated proper checks and balances in its accounting procedure and practice, to eliminate frauds.

 

The Company has established internal audit and concurrent audit separately, to ensure budgetary controls. Budgets are prepared for each segment separately on monthly and yearly basis. Actual performance is reviewed on monthly basis. Norms for consumption have been laid down for each product.

 

Apart from the above, internal audit is carried out to evaluate the internal checks established by the Company and to ensure that accounting and other allied have been maintained properly.

 

The Company has maintained proper records showing full particulars including quantitative details and situation of its fixed assets. The fixed assets of the Company are physically verified by the management at regular intervals.

 

 

Fixed Assets :

 

v      Leasehold Land

v      Freehold Land

v      Building

v      Plant & Machinery etc.

v      Furniture, Fixture

v      & Office Equipments

v      Vehicles

v      Trademark

 

Website Details :

 

For 29 years, subject has been ahead of it's time. Setting Trends and exploring avenues that others have only followed -- a fact that is evident in the range of high quality fans that the brand offers.

 

From functional ceiling fans to those with with the latest designs, created with cutting-edge technology. Indeed, the past quarter century is testimonial to subject's one aim -- to make and market and to suit every budget and every purpose.

 

There are but two authors of the Polar success story - technological expertise and an overwhelming attention to detail. Competent to supply an impressive 1.8 million fans annually, subject today offers the consumer a vast choice covering 113 designs!

 

Subject's in-house manufacturing capacity is an unbeatable 1.2 million fans. These are manufactured at the two well-equipped factories at Noida and Kolkata under stringent Quality Control and Quality Assurance Systems.

 

That apart, Subject's dedicated vendors in India and China have helped enhanced it's manufacturing and supply capacity to 1.8 million fans. These vendors use state-of-the-art technology to create products that are of international standards, thereby enhancing POLAR portfolio.

 

Subject has satisfied customers in places as far flung as the technology-savvy markets of France, Holland, UK and the USA -- and is the fastest growing brand in India.

 

At polar the emphasis has always been on giving the customer the best quality at the most reasonable prices.

 

 

A 29-year young company, Polar has always been ahead of its time. Setting trends and exploring avenues that others have only followed.


In this consumer-oriented market, their ambitious sales force has forged ahead, aided by the excellent infrastructure and a rather wide distribution network.


Their initial success can be attributed to in-house manufacturing of their principals at well-equipped factories at Noida, Kolkata and Faridabad with a capacity of an impressive 1.2 million fans.


Over time, their principals have partially switched to dedicated vendors in India and China. This has helped enhance manufacturing and supply capacity to 1.8 million fans. Along the way, they have ensured that it is possible to incorporate quick changes in designs and styles of their various products, as demanded by the market.

 

Since the day of its inception, Polar has lived by a single dictum: The only way to discover the limits of the possible is to go beyond them into the impossible. A dictum that has ruled every decision and every strategy that the company has authored on its way to being the numero uno. Indeed, Polar’s success story is strewn with instances of surmounting seemingly impossible obstacles to emerge winners, time and again. Little wonder then, that today Polar is perceived as an industry leader, innovating new concepts which have redefined categories, creating trends that others have only been able to ape.


To live up to its rather impressive past and stay ahead of the race in the years to come, the company will remain true to its winning mantra. After all, as the adage goes, things are only impossible until they’re not.

 

Their Philosophy - To win over the consumer

 

v      To recognize a customer perspective, as the only stand-point.

v      To inspire the entire organization to move the goalposts after achieving each milestone.

v      To empower each member of the organization with knowledge, tools, authority and freedom.

v      To respond to a changing country, with new ideas and new capabilities.

v      And to not just manage change but to mastermind it. It is this vision and will that enables them at Polar to consider impossibilities as a storehouse of infinite possibilities.

 


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.40.37

UK Pound

1

Rs.82.18

Euro

1

Rs.55.67

 

 

SCORE & RATING EXPLANATIONS

 

SCORE FACTORS

 

RANGE

POINTS

HISTORY

1~10

5

PAID-UP CAPITAL

1~10

3

OPERATING SCALE

1~10

--

FINANCIAL CONDITION

 

 

--BUSINESS SCALE

1~10

4

--PROFITABILIRY

1~10

--

--LIQUIDITY

1~10

2

--LEVERAGE

1~10

2

--RESERVES

1~10

--

--CREDIT LINES

1~10

--

--MARGINS

-5~5

--

DEMERIT POINTS

 

 

--BANK CHARGES

YES/NO

YES

--LITIGATION

YES/NO

NO

--OTHER ADVERSE INFORMATION

YES/NO

NO

MERIT POINTS

 

 

--SOLE DISTRIBUTORSHIP

YES/NO

NO

--EXPORT ACTIVITIES

YES/NO

YES

--AFFILIATION

YES/NO

YES

--LISTED

YES/NO

YES

--OTHER MERIT FACTORS

YES/NO

NO

TOTAL

 

16

 

This score serves as a reference to assess SC’s credit risk and to set the amount of credit to be extended. It is calculated from a composite of weighted scores obtained from each of the major sections of this report. The assessed factors and their relative weights (as indicated through %) are as follows:

 

Financial condition (40%)            Ownership background (20%)                 Payment record (10%)

Credit history (10%)                    Market trend (10%)                                Operational size (10%)

 


 

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