MIRA INFORM REPORT

 

 

Report Date :

27.02.2007

 

IDENTIFICATION DETAILS

 

Name :

ESAB INDIA LIMITED

 

 

Registered Office :

Lloyds Centre Point, 2nd Floor, 1096-A, Appasaheb Marathe Marg, Prabhadevi, Mumbai – 400 025, Maharashtra

 

 

Country :

India.

 

 

Financials (as on) :

31.03.2006

 

 

Date of Incorporation :

10.11.1987

 

 

Com. Reg. No.:

11-45251

 

 

CIN No.:

[Company Identification No.]

U99999MH1987PTC045251

 

 

TAN No.:

[Tax Deduction & Collection Account No.]

MUME00307G

 

 

Legal Form :

Private Limited Liability Company

 

 

Line of Business :

Manufacturing and Marketing of Welding Electrodes, Gas Cylinder Valves, Medical Equipments, Copper Coated Wires and Arc Welding Machines.

 

 

RATING & COMMENTS

 

MIRA’s Rating :

Ba

 

RATING

STATUS

PROPOSED CREDIT LINE

41-55

Ba

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

Satisfactory

 

Maximum Credit Limit :

USD 1250000

 

 

Status :

Satisfactory

 

 

Payment Behaviour :

Regular

 

 

Litigation :

Clear

 

 

Comments :

Subject is a well-established and reputed company having satisfactory track. Directors are reported as experienced and respectable businessmen. Trade relations are reported as fair. Business is active. Payments are usually correct and as per commitments.

 

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

 

 

LOCATIONS

 

Registered Office :

Lloyds Centre Point, 2nd Floor, 1096-A, Appasaheb Marathe Marg, Prabhadevi, Mumbai – 400 025, Maharashtra, India.

Tel. No.:

91-22-24329937 / 24313224 / 4569 / 4573 / 3224

Fax No.:

91-22-24329940

E-Mail :

esabho@bom4.vsnl.net.in

Website :

http://www.esabindia.com

 

 

Factory 1 :

Plot No. 4, MIDC, Industrial Estate, Thane-Belapur Road, Thane 400 601, Maharashtra

Tel. No.:

91-22-27600271 / 272 / 266

Fax No.:

91-22-27600267 / 269

E-Mail :

esabklw@bom4.vsnl.net.in

 

 

Factory 2 :

Plot No. 13, 3rd Main Road, Industrial Estate, Ambattur, Chennai -  600 058, Tamil Nadu

Tel. No.:

91-44-26252115 / 3657

Fax No.:

91-44-26253108

E-Mail :

esababm@md2.vsnl.net.in

 

 

Factory 3 :

Arc and Gas Equipment Factory, P-41, Taratala Road, Kolkata - 700 088, West Bengal  

Tel. No.:

91-33-24011947

Fax No.:

91-33-24681880

E-Mail :

esabtaf@giascl01.vsnl.net.in ,esabgas@giascl01.vsnl.net.in

 

 

Factory 4 :

Electrode Factory, B. T. Road, Khardah, P.O : B. D. Sopan, North 24- Parganas, Kolkata - 743 121, West Bengal

Tel. No.:

91-33-25532897 / 98 / 2918 / 2695 / 3479

Fax No.:

91-33-25532429

E-Mail :

esabstd@giascl01.vsnl.net.in, esabrcl@cal.vsnl.net.in

 

 

Factory 5 :

B-28, MIDC Industrial Area, Kalmeshwar, Nagpur - 441 501, Maharashtra

Tel. No.:

91-7118-271337 / 462 / 463

Fax No.:

91-7118-271461

E-Mail :

esabngp@nagpur.dot.net.in

 

 

Standard Consumables / Reclamation Consumables

Electrode Factory, B. T. Road, Khardah, PO : B. D. Sopan, North 24- Parganas, Kolkata - 743 121, West Bengal

Tel. No.:

91-33-25532003

Fax No.:

91-33-25532429

E-Mail :

esabstd@giascl01.vsnl.net.in, esabrcl@cal.vsnl.net.in

 

 

Special Consumables

 

Plot No. 4, MIDC Industrial Area, Thane Belapur Road, Thane - 400 601, Maharashtra 

Tel. No.:

91-22-27600261

Fax No.:

91-22-27600267

E-Mail :

esabspl@bom4.vsnl.net.in

 

 

Arc Equipment / Gas Equipment

Arc and Gas Equipment Factory, P-41, Taratala Road, Kolkata - 700 088, West Bengal

Tel. No.:

91-33-24011947

Fax No.:

91-33-24681880

E-Mail :

esabtaf@giascl01.vsnl.net.in, esabgas@giascl01.vsnl.net.in

 

 

Regional Offices

 

Located at:-

Kolkata, Thane, New Delhi and Chennai

 

 

Branches :

144, 145 Kodambakkam High Road, Chennai – 600 034, Tamilandu

Tel. No.:

91-44-28221152/28220724/28312821

Fax No.:

91-44-28312860

 

 

SOLE PROPRIETOR/PARTNERS/DIRECTORS

 

Name :

Mr. G. Hariharan

Designation :

Chief Operating Officer

 

 

Name :

Mr. Nawshir H. Mirza

Designation :

Director

 

 

Name :

Mr. J. Templeman

Designation :

Director

 

 

Name :

Mr. S. N. Talwar

Designation :

Alternate to J. Templeman

 

 

Name :

Mr. M.G. Foster

Designation :

Chairman

 

 

Name :

Mr. Sundar Ram

Designation :

Managing Director

 

 

Name :

Mr. P. Mallick

Designation :

Director

 

 

Name :

Mr. S. Tondon

Designation :

Director

 

 

KEY EXECUTIVES

 

Name :

Mr. Sanat Bhattacharya

Designation :

Managing Director

Date of Birth/Age :

58 years

Qualification :

B.Sc. (Hons.) (Mining Engg.) AISM (Mining Engg), PGCGM (Indian Institute of Management)

Experience :

38 years

Date of Appointment :

01.02.1993

Other Directorships :

Atlas Copco (India) Limited, Vice President (Manufacturing) M & C

 

 

Name :

Mr. B. Moham

Designation :

Chief Financial Officer and Company Secretary

 

 

MAJOR SHAREHOLDERS / SHAREHOLDING PATTERN

 

Names of Shareholders

No. of Shares

Percentage of Holding

Esab Holdings Limited

5743200

37.31

Mutual Funds and UTI

1359675

8.83

Banks, Financial Institutions and Insurance Companies

202460

1.32

Foreign Institutional Investors

1375757

8.94

Corporate Bodies

1775237

11.53

NRIs/OCBs

142981

0.93

Indian Public

4793710

31.14

Total

15393020

100.00

 

 

BUSINESS DETAILS

 

Line of Business :

Manufacturing and Marketing of Welding Electrodes, Gas Cylinder Valves, Medical Equipments, Copper Coated Wires and Arc Welding Machines.

 

PRODUCTION STATUS

 

Particulars

Unit

Licensed Capacity

Installed Capacity

Actual Production

Welding Electrodes

1000 Mtrs.

317128

153600

166125

Continuous Electrodes /

Copper Coated Wires

Tonnes

7640

6100

6035

Automatic Submerged Arc Electrodes

Tonnes

480

--

--

MS Welding Rods (Copper Coated Welding Fluxes)

Tonnes

360

200

165

Welding Fluxes

Tonnes

4061

2440

1023

Gas and Electric Welding and Cutting Equipment and Accessories

Nos.

233540

140837

82829

Gas Cylinder Valves

Nos.

74000

61000

--

Cutting Unit and Small Tools

Nos.

6000

7500

--

Medical Equipment

Nos.

6650

7772

35

Industrial Voltage Regulators and Stabilizer Equipment

Nos.

12000

--

--

Flux Cored Wires

Tonnes

600

--

--

Industrial Uninterrupted

Power Supply System

Nos.

2000

--

--

 

 

GENERAL INFORMATION

 

Bankers :

v      State Bank of India, Mumbai

v      Standard Chartered Grindlays Bank Limited, Mumbai

v      State Bank of Bikaner & Jaipur,  Mumbai

v      State Bank of Travancore, Mumbai

v      Bank of Baroda, Mumbai

v      UTI Bank Limited

 

 

Facilities :

Unsecured Loans :

 

Long Term Loan

 

External Commercial Borrowings : Rs.113.081 millions

 

 

 

Banking Relations :

Satisfactory

 

 

Auditors :

 

Name :

BSR & Company

Chartered Accountants

 

 

Memberships :

Confederation of India Industry

 

 

Parent Company :

Esab Holding Limited, UK

 

 

Associates/Subsidiaries :

ASSOCIATES

 

v      Esab AB, Sweden

v      Esab Cutting Systems GmbH, Germany

v      The Esab Group Inc., USA

v      Esab SA Industriae Comercio, Brazil

v      Conarco Alambresy Soldaduras S.A., Argentina

v      Esab Asia Pacific Pte Limited, Singapore

v      Howden Power Limited, Northern Ireland

v      Howden Sirocco SA, France

v      Burton Corblin SA, France

v      Ventilatoren Sirocco Howden BV, The Netherlands

v      Turbowerke Meissen Howden GmbH, Germany

v      Voith Howden GmbH, Germany

v      Howden Power A/S, Denmark

v      Howden Buffalo Inc., USA

v      Howden Hua Engineering Company Limited, China

v      Howden African Holdings Limited, South Africa

v      Howden Food Equipment Inc., USA

v      Howden Airdynamics Inc., USA

v      Western Design Howden Inc, USA

v      Bauer Howden Inc, USA

v      HD Engineering Limited, Hong Kong

v      Esab Group (UK) Limited, England and Wales

v      Esab Automation Limited, England and Wales

v      Esab Group (Ireland) Limited, Ireland

v      ESAB Limited, England and Wales

v      ESAB Pensions Limited, England and Wales

v      Murex Welding Products Limited, England and Wales

v      Murex Limited, England and Wales

v      Hancock Cutting Machines Limited, England and Wales

v      Brinal Limited, England and Wales

v      Filarc Welding Limited, England and Wales

v      Arcos Welding Products Limited, England and Wales

v      Bilston Wire Mill Compound, England and Wales

v      Hobart Overseas Holdings Limited

v      Exelvia Netherlands BV

v      Esab Middle East LLC

v      Esab Seach Corporation, Korea

 

SUBSIDIARIES

 

Flo-Tech Welding & Cutting Systems Limited

Block F2, Plot No. 71, MIDC, Pimpri, Pune - 411 018, Maharashtra

E Mail :  esabopune@vsnl.com

 

 

CAPITAL STRUCTURE

 

Authorised Capital :

No. of Shares

Type

Value

Amount

17000000

Equity Shares

Rs.10/- each

Rs.170.000 millions

3000000

Unclassified Shares

Rs.10/- each

Rs.30.000 millions

 

Total

 

Rs.200.000 millions

 

Issued, Subscribed & Paid-up Capital :

No. of Shares

Type

Value

Amount

15393020

Equity Shares

Rs.10/- each

Rs.153.930 millions

 


 

FINANCIAL DATA

[all figures are in Rupees Millions]

 

ABRIDGED BALANCE SHEET

 

SOURCES OF FUNDS

 

31.03.2005

31.03.2004

31.03.2003

SHAREHOLDERS FUNDS

 

 

 

1] Share Capital

153.930

153.930

153.900

2] Share Application Money

0.000

0.000

0.000

3] Reserves & Surplus

187.425

246.680

43.200

4] (Accumulated Losses)

0.000

0.000

0.000

NETWORTH

341.355

400.610

197.100

LOAN FUNDS

 

 

 

1] Secured Loans

0.000

0.000

69.100

2] Unsecured Loans

113.081

110.300

114.800

TOTAL BORROWING

113.081

110.300

183.9

DEFERRED TAX LIABILITIES

2.320

0.000

0.000

 

 

 

 

TOTAL

456.756

510.910

381.000

 

 

 

 

APPLICATION OF FUNDS

 

 

 

 

 

 

 

FIXED ASSETS [Net Block]

352.947

377.246

422.300

Capital work-in-progress

58.966

2.629

0.000

 

 

 

 

INVESTMENT

1.571

1.571

5.300

DEFERREX TAX ASSETS

0.000

8.276

0.000

 

 

 

 

CURRENT ASSETS, LOANS & ADVANCES

 

 

 

 

Inventories

260.324

199.082

161.500

 

Sundry Debtors

52.181

46.611

50.900

 

Cash & Bank Balances

562.763

257.805

30.100

 

Other Current Assets and Loans & Advances

59.489

40.113

177.800

Total Current Assets

934.757

543.611

420.3

Less : CURRENT LIABILITIES & PROVISIONS

 

 

 

 

Current Liabilities

391.654

340.637

406.600

 

Provisions

499.831

81.786

60.300

Total Current Liabilities

891.485

422.423

466.9

Net Current Assets

43.272

121.188

(46.600)

 

 

 

 

MISCELLANEOUS EXPENSES

0.000

0.000

0.000

 

 

 

 

TOTAL

456.756

510.910

381.000

 


PROFIT & LOSS ACCOUNT

 

PARTICULARS

 

31.03.2005

31.03.2004

31.03.2003

Sales Turnover

2381.629

1878.791

1542.000

Other Income

99.063

39.162

54.600

Total Income

2480.692

1917.953

1596.600

 

 

 

 

Profit/(Loss) Before Tax

581.803

330.990

6.300

Provision for Taxation

184.708

127.488

(0.700)

Profit/(Loss) After Tax

397.095

203.502

7.000

 

 

 

 

Earnings in Foreign Currency :

 

 

 

 

Export Earnings

94.992

78.968

NA

 

Commission Earnings

4.137

3.866

NA

 

Other Earnings

0.299

0.407

NA

Total Earnings

99.428

83.241

NA

 

 

 

 

Imports :

 

 

 

 

Raw Materials

54.839

31.087

NA

 

Stores & Spares

3.765

0.600

NA

 

Capital Goods

0.131

0.000

NA

Total Imports

58.735

31.687

NA

 

 

 

 

Expenditures :

 

 

 

 

Cost of Goods Sold

 

 

 

 

Manufacturing Expenses

517.769

488.351

39.300

 

Administrative Expenses

NA

NA

112.500

 

Raw Material Consumed

1331.522

1034.497

844.900

 

Miscellaneous Expenses

NA

NA

117.400

 

Salaries, Wages, Bonus, etc.

NA

NA

153.000

 

Interest

5.030

7.267

23.000

 

Power & Fuel

NA

NA

53.800

 

Depreciation & Amortization

44.568

53.148

55.700

 

Other Expenditure

0.000

3.700

190.700

Total Expenditure

 

 

 

 

QUARTERLY RESULTS

 

PARTICULARS

 

31.03.2006

30.06.2006

30.09.2006

 Sales Turnover

 629.100

 603.800

 809.700

 Other Income

 11.900

 13.200

 12.300

 Total Income

 641.000

 617.000

 822.000

 Total Expenditure

 493.100

 451.200

 606.400

 Operating Profit

 147.900

 165.800

 215.600

 Interest

 1.300

1.300

 1.100

 Gross Profit

 146.600

 164.500

 214.500

 Depreciation

 10.700

 11.500

 12.100

 Tax

 49.600

 52.800

 68.600

 Reported PAT

 89.100

 100.100

 132.200

 

200603 Quarter 1

 

Notes

 

Expenditure Includes (Increase) / Decrease in Stock in Trade Rs 18.30 million Consumption of Raw & Packing Materials Rs 283.20 million Purchases-Finished Goods Rs 66.70 million Staff Cost Rs 45.30 million Other Expenditure Rs 79.60 million EPS is Basic & Diluted 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 10 Complaints disposed off during the quarter 10 Complaints unresolved at the end of the quarter Nil 1. The above financial results of the Company, which exclude the results of the subsidiary, were reviewed by the Audit Committee and approved by the Board of Directors at its meeting held on April 28, 2006. 2. The statutory auditors have carried out a limited review of the results for the quarter ended March 31, 2006. 3. The provision for taxation of Rs 46.80 million during the quarter comprises Rs 48.60 million in respect of current year taxation, Rs (2.80) million for deferred tax and Rs 1.00 million in respect of Fringe Benefit Tax. 4. Previous periods figures have been regrouped or reclassified wherever necessary.

 

200606 Quarter 2

 

Notes

 

Expenditure Includes (Increase) / Decrease in Stock in Trade Rs (28.20) million Consumption of Raw & Packing Materials Rs 320.60 million Purchases-Finished Goods Rs 68.60 million Staff Cost Rs 30.90 million Other Expenditure Rs 96.30 million EPS is Basic & Diluted Status of Investor Complaints for the quarter ended June 30, 2006 Complaints Pending at the beginning of the quarter Nil Complaints Received during the quarter 63 Complaints disposed off during the quarter 63 Complaints unresolved at the end of the quarter Nil 1. The above financial results of the Company, which exclude the results of the subsidiary, were reviewed by the Audit Committee and approved by the Board of Directors at its meeting held on July 27, 2006. 2. The statutory auditors have carried out a limited review of the results for the quarter ended June 30, 2006. 3. The provision for taxation of Rs 54.20 million during the quarter comprises Rs 51.60 million in respect of current year taxation, Rs 1.80 million for deferred tax and Rs 0.8 million in respect of Fringe Benefit Tax. 4. Previous periods figures have been regrouped or reclassified wherever necessary.

 

200609 Quarter 3

 

Notes

 

Expenditure Includes (Increase) / Decrease in Stock in Trade Rs 16.20 million Consumption of Raw & Packing Materials Rs 383.50 million Purchases-Finished Goods Rs 73.60 million Staff Cost Rs 43.60 million Other Expenditure Rs 89.50 million EPS is Basic & Diluted Status of Investor Complaints for the quarter ended September 30, 2006 Complaints Pending at the beginning of the quarter Nil Complaints Received during the quarter 56 Complaints disposed off during the quarter 56 Complaints unresolved at the end of the quarter Nil 1. The financial results for the quarter ended September 30, 2005 and the year ended December 31, 2005 included a non-recurring gain of Rs 45.3 Million on sale of leasehold land. 2. The above financial results of the Company, which exclude the results of the subsidiary, were reviewed by the Audit Committee and approved by the Board of Directors at its meeting held on October 26, 2006. 3. The statutory auditors have carried out a limited review of the results for the quarter ended September 30, 2006. 4. The provision for taxation of Rs 70.2 million during the quarter comprises Rs 66.7 million in respect of current year taxation, Rs 1.6 million for deferred tax and Rs 1.9 million in respect of Fringe Benefits Tax. 5. Previous periods' figures have been regrouped or reclassified wherever necessary.

 


KEY RATIOS

 

PARTICULARS

 

31.03.2006

30.06.2006

30.09.2006

Debt-Equity Ratio

0.30

0.49

1.07

Long Term Debt-Equity Ratio

0.00

0.11

0.42

Current Ratio

0.97

0.88

0.72

TURNOVER RATIOS

 

 

 

Fixed Assets

3.70

2.88

2.09

Inventory

11.82

11.84

10.76

Debtors

54.98

43.81

17.68

Interest Cover Ratio

117.36

46.34

0.94

Operating Profit Margin(%)

23.25

18.33

5.02

Profit Before Interest And Tax Margin(%)

21.61

15.84

1.41

Cash Profit Margin(%)

16.26

12.02

3.59

Adjusted Net Profit Margin(%)

14.62

9.53

(0.03)

Return On Capital Employed(%)

121.58

67.59

4.70

Return On Net Worth(%)

107.05

57.58

(0.16)

 

STOCK PRICES

 

Face Value

Rs.10.00/-

High

Rs.385.00/-

Low

Rs.370.05/-

 

 

LOCAL AGENCY FURTHER INFORMATION

 

HISTORY

 

The company was incorporated on 10.11.1987 at Mumbai in Maharashtra under the name and style of Esweld Private Limited and changed its’ name to Esab India Private Limited.   It was converted into a public limited with effect from 17th August, 1988.

 

It’s Company Registration No.  is 45251.

 

The company was promoted by Esab Holding Limited, UK, a wholly owned subsidiary of Esab AB, Sweden, who took over the welding operations of Philips, Netherlands, parent company of Peico Electronics & Electricals Limited, Europe.  Hence, the company acquired the existing welding units of Peico at MIDC industrial area, Thane, Maharashtra, on 1st July, 1988. 

 

In August, 1994, the Esab group was acquired by Charter, UK.  Esab, Sweden has a 37.31% stake in the company.

 

In May, 1991, the company acquired the welding division of IOL (erstwhile Industrial Oxygen). On 18th February, 1994, with retrospective effect from 1st April, 1992, Maharashtra Weldaids Limited (MWL) was amalgamated with the company.  As per the merger scheme the erstwhile shareholders of MWL were allotted one share of every two shares held by them in MWL.  However, the acquisition of these units, which were not doing well, had its own shortcomings and the company had to struggle to improve profitability in the initial years to prune excess workforce of IOL’s welding division by around 300 employees, the company offered VRS (Substantial part of VRS expense was written off by FY97).

 

In 1904, Oscar Kjellberg, a Swedish Engineer invented the first covered electrode.  Shortly afterwards, he founded ESAB (Electriska-Svetsnings-Aktie-Bolaget), the landmark of beginning of a new era in the field of welding. 

 

During the year 1999-2000, the company had introduced VRS for permanent workmen in its Kalwa Unit, which received an overwhelming response and as all the permanent workmen opted for the VRS, the company discounted the manufacturing operations at Kalwa Factory, the company is presently in the process of redeploying plant and machineries and other movable assets to other units.

 

Milestones

 

Year

Milestones Achieved

1904

The Coated Electrode (MMA Welding)

1937

Unionmelt (Submerged- Arc Welding)

1938

Gravity Welding

1944

Heliarc (TIG Welding)

1947

MIG / MAG (Welding)

1955

Plasma Cutting

1960

Flux - Cored Wire

1979

Narrow Gap Welding

1982

LMA Electrodes (Low-Moisture Absorption)

1989

Adaptive-Butt Welding and VacPac® (Vacuum-Packed) Electrodes

1995

High Speed Cored Wire

1996

Friction - Stir Welding

1997

Laser-Bevel Cutting

 

The ESAB group of companies employ about 8000 people.  It has research and development centres in Sweden, Holland, Great Britain, Germany, USA and India.

 

At present, subject is the world's largest supplier of welding and cutting products.

 

BUSINESS

 

The company is engaged in manufacturing and marketing of Welding Electrodes, Gas Cylinder Valves, Medical Equipments, Copper Coated Wires and Arc Welding Machines.

 

Its' products find application in the automobile and general engineering industries. The company plans to launch additional products in the existing line of business.  It has also undertaken a major diversification by launching new-generation working-environment products. Gas and arc equipment factories and electrode factory at Ambattur has received the ISO 9001 and 9002 accreditation. The company has also installed sophisticated inspection and testing equipments to upgrade the quality.

 

The company obtained a term loan to the extent of Rs. 75.000 millions for its capital expenditure programme. Out of this Rs. 60.000 millions was availed during the year 2002. In 2003 the company has relocated its manufacture of certain welding equipment products from Esab Thailand to the company’s Equipment factory at Taratala, Kolkata and the company had started exporting machines to international markets.

 

The company has technical collaboration with ESAB Holdings Limited, U.K.

 

The company's production status as on 31st December, 2002 was as under : 

 

It is in trade terms with:

 

v      Basanti Enterprise

v      Chemicals and Meters

v      Eastern Lamination Private Limited

v      EPC Electricals Limited

v      Ferro Curves

v      Laminations Core Fabricators

v      Medrubb Industries

v      Profulla Box Manufacturing Company

v      R. K. Enterprise

v      Sarada Steel Industries

v      Sun Electrical Engineering Company

v      Unicare Emergency Equipment

v      Yetazu Instrumentation

 

Collaborator:

 

Esab India is a 38% subsidiary of the Charter Group, UK (which took over the Esab group worldwide in 1994), which has interests in welding and rail track equipments.  The group’s turnover stood at Pound 854 millions in 1995, with welding operations contributing Pound 713.3 millions.  The Esab group constitutes the Charter group’s welding division and is the world leader with presence in 25 countries.  It produces consumables in 23 countries and equipment in five countries (including India).  The Esab group has a strong market position in leading technologies such as cored wire welding, plasma cutting equipment and mechanised cutting systems, the markets for which are growing at twice the industry average.  The group has started sourcing some products for its Indian affiliate, though only on a limited scale.  There is a possibility of The Charter group hiking its stake in Esab (India) to 51%.

 

The Company’s fixed assets include Freehold land, Leasehold land, Building, Plant and Machinery, Furniture and Fixtures and Motor Vehicles.

 

 

Profit before taxation increased by Rs.250.8 million over the previous year. Profit on sale of leasehold rights represents profits arising from the assignment of leasehold rights in the premises of the Company's erstwhile factory at Kalwa.

 

MANAGEMENT DISCUSSION AND ANALYSIS

 

2005 was an eventful year for your Company. The Board had prioritized strengthening the operating management through recruitments and also initiated steps towards capacity expansions and widening the Company's product range. The technical knowhow fee of Rs.11.5 million paid on this account appears in note 6 of Schedule P. Some of the key recruitments, including those of Managing Director, Chief Financial Officer and GM Human Resources were concluded in 2005.

 

The Company also launched a project for commissioning a new manufacturing facility at Irungattukottai near Chennai for the manufacture of Welding and Cutting Equipment. The Company is working with international affiliates of Esab on technology transfers and related licences for the above projects and for expanding its range of consumables for the domestic market.

 

The Company focused on customer quality, productivity, delivery processes and organization building as the key thrust areas in 2005. The Company has been setting up processes and monitoring systems on the above. In addition to the above, improvement in work practices and strengthening of discipline at the various Plants have been priority areas for 2005.

 

The Management has identified focus on costs, project management, absorption of technology, management of new products and performance management as key priorities for 2006.

 

The Company has received statutory approvals for shifting its Registered Office from the State of Maharashtra to the State of Tamilnadu. The Company has completed requisite legal formalities in this regard and received a Certificate of Registration from the Registrar of Companies, Chennai in February 2006.

 

INCOME STATEMENT

 

The Company continued to benefit from a good economic environment and favourable market conditions. Demand for your Company's products improved over the previous year resulting in a growth in Net Sales by 26.8% over 2004 in value terms. In quantity terms, the growth in Consumables was approximately 14% with the average realisation growing approximately 8%. This growth has been due to growth in manufacturing activity and ongoing investments in Infrastructure, Energy, Construction and Engineering Industries. The focus on improving the performance of the Equipment segment is demonstrated by the increase in Net Sales of this segment by 45.5%. The Company concluded the year with a clear leadership position in terms of Sales.

 

The segment wise financial performance is given in Note 19 of Schedule P relating to Notes to Accounts. While there was an improvement in the percentage on net segment results to turnover in both segments, the improvement was much more pronounced in the Equipments segment where the percentage increased from 11.6% in 2004 to 17.1% in 2005. The corresponding percentages for the Consumables segment are 25.4% and 26.4%. In the Equipments business, the company has discontinued the medical equipment business, concentrating on gas and arc welding equipment and cutting machines.

 

Other income increased by Rs.14.6 million primarily due to increase in interest income on deposits arising from cash of Rs. 342 million generated through operations. Input costs, especially Steel where the average cost increased by 22.7% per tonne, continued to increase during the year before stabilizing towards the end of the year. These were partly offset by better realizations on the Company's products and a decline in the cost of other raw materials such as nonferrous metals and minerals, where the average rate declined 6 Esab India Limited by 15.2% and 9.7%, respectively. Materials consumption in terms of percentage to sales increased from 55.1% to 55.9% largely on account of variance in sales mix. The company has effectively controlled power and fuel costs with a rise of 6% which is less than the increase in production.

 

Personnel costs fell by 9.4% from Rs. 177.2 million in 2004 to Rs.160.6 million in 2005 largely due to reduction in pension fund contributions. Contributions to pension schemes fell by Rs. 38.1 million during the year. This is attributable to a reduction in members covered by Defined Benefits Scheme and also due to better funds position of the Schemes. The hardening of interest rates is also expected to help reduce additional funding in relation to the defined benefits scheme.

 

The Company has also switched to a defined contribution scheme in respect of its recruitments effective November 2004 with a view to reducing risks arising from economic variables. The Company has also achieved reasonably good progress in reduction of liabilities on pending litigations on Sales Tax. Consequently, there is no additional charge to Rates & Taxes on this account in 2005 as against Rs.38 million in 2004.

 

The ageing machines and buildings of the company are reflected in the Repairs and Maintenance expenses increasing by Rs.9 million over 2004 and reduced depreciation charges.

 

Management is cognisant of this and is systematically replacing old plant. The new factory at Irungattukottai is also one of the responses to the need to upgrade our capacities.

 

The increase is attributable to the age of Plant and Machinery at the Company's Plants and also ongoing layout changes in some of the Company's Plants. The higher expenditure on Repairs have been compensated by higher output at the Company's Plants resulting in overall reductions in costs.

 

Expenses on domestic and foreign travel were higher due to growth in business. Miscellaneous expenses were higher mainly due to higher expenses on recruitment and participation in exhibitions.

 

Changes in the Company's distribution and sales arrangements resulted in higher outflows on Transportation,

Discounts and Incentives in 2005. Weakening of the Rupee resulted in an exchange loss as compared to an exchange gain in 2004.

 

Interest outgo was lower by Rs. 2.2 million as Interest in 2004 included outgo on term loans from Banks, that were fully repaid in 2004.

 

Depreciation charge for the year was lower by Rs.8.6 million due to higher charge in 2004 relating to Cars and Computers. The charge is lower also due to end of depreciable life in 2004 with respect to certain items of Plant and Machinery.

 

Provision for current and deferred taxes was Rs.184.7 million as against Rs.127.5 million in 2004. The effective tax rate was lower at 31.8% as against 38.5% in 2004 due to reduction in tax rates in 2005 and also the incidence of minimum alternate tax in 2004. The Company has invested an amount equivalent to taxable capital gain arising from sale of premises at Kalwa in bonds prescribed for this purpose and no tax has therefore been provided on the capital gain.

 


BALANCE SHEET

 

The Company added Rs.43.6 million to its Gross Fixed Assets. Significant additions were on account of leasehold land for proposed Equipments Factory, Building for the new Registered Office, Extrusion Plant at Ambattur Factory and Diesel Generator for Ambattur Factory. Disposals were primarily on assignment of leasehold rights at Kalwa. Capital Work in Progress at the end of the year was higher due to progress payments on Buildings and know how fees paid with respect to the upcoming Equipments Factory at Irungattukottai.

 

Inventory at the end of 2005 was higher at Rs.260.3 million though only marginally higher in terms of days to sales as compared to 2004.

 

Receivables in terms of days to sales declined by about 1 day as compared to 2004. Other current assets increased due to higher supplier advances and higher interest accrued but not due at the end of the year as compared to 2004.

 

Cash accruals during the year were at Rs.305 million as against Rs. 227.7 million in 2004. Current Liabilities increased by Rs.51 million primarily on account of a Rs.33.4 million increase in advances from customers.

 

OUTLOOK, OPPORTUNITIES AND THREATS

 

The outlook for the Company hinges primarily on trends in consumption of steel. The growth is also linked to growth in the manufacturing and infrastructure segments of the economy.

 

The Company recognizes opportunities emerging from new products and capacities being developed. Opportunities arising from growth in the economy and infrastructure could also contribute to the performance of the Company.

 

The Company faces competition from low-end domestic competitors and from imports. The outcome of ongoing and upcoming settlements with Unions at Factories could also have a bearing on the Company's operational performance.

 

CHARTER PLC GROUP

 

Esab India Limited is a part of the Charter pic Group. The Company's principal shareholder, Esab Holdings Limited, an unlisted company incorporated under the laws of England and Wales and having its registered office at 50 Curzon Street, London W1J 7UW, United Kingdom, held 37.31% of the paid-up equity share capital of the Company as at 31 December 2005. Esab Holdings Limited is owned through various intermediary companies by Charter pic., the ultimate parent, a listed company incorporated under the laws of England and Wales and having its registered office at 52, Grosvenor Gardens, London SW1W OAU, United Kingdom.

 

Charter pic has over 280 subsidiaries and affiliates. Charter pic, its subsidiaries and affiliates including Charter Overseas Holdings Limited, Weldcure Limited, Esab Holdings Limited, Exelvia Netherlands BV, Exelvia International Holdings BV, Charter Consolidated pic, Cecil Holdings Limited and Esab International Holdings BV form the Charter pic Group. This information is given pursuant to SEBI (Substantial Acquisition of Shares and Takeover) Regulations, 1997, as amended to date.

 

FINANCE

 

The Company's relationships with its bankers remained cordial throughout the year. The improvements in liquidity and operating performance allowed your Company to end the year with Rs.562.8 million in cash and bank balances. Surplus funds were placed in short term deposits with banks pending deployment for operational and capital servicing needs.

 

PREMISES

 

The lease with respect to the Company's Premises at Taratala in Kolkata expired in October 2005. The Kolkata Port Trust has initiated eviction proceedings against the Company though the Company had expressed its intent on renewing the lease on fair and equitable terms. The matter is currently under litigation in Kolkata.

SUBSIDIARY

 

Esab Welding & Cutting Systems Limited [EWCS] ceased operations in June 2004 pursuant to the transfer of its

operations to the Company's Equipment Factory at Taratala.

 

 

Website Details :

 

Milestones

A century of ESAB innovations

 

In 1903, Oscar Kjellberg, a Swedish machine engineer was working on ships and boilers in Göteborg, Sweden.   His dissatisfaction with the quality of repair jobs fueled his quest for a better solution that led to the invention of the world's first flux covered electrode. On 12th September 1904, Elektriska Svetsnings Aktie Bolaget (ESAB) was founded in Göteborg, Sweden. The major innovations in the course of ESAB's history are:

1904 - The Coated Electrode (MMA Welding)

1937 - Union melt (Submerged-Arc Welding)

1938 - Gravity Welding

1944 - Heliarc (TIG Welding)

1947 - MIG/MAG (Welding)

1955 - Plasma Cutting

1960 - Flux-cored Wire

1979 - Narrow gap Welding

1982 - LMA Electrodes (Low-moisture Absorption)

1989 - Adaptive butt Welding

1995 - High speed Cored Wire

1996 - Friction stir Welding

1997 - Laser bevel Welding

 

Products

 

ESAB India has a wide and comprehensive range of welding, cutting and allied products and services. The product range covers Welding Consumables, Reclamation Consumables, Arc Equipment, Industrial Gas Equipment, Cutting Machines and Working Environment Products for your specialised welding, cutting and allied needs. These are manufactured to stringent quality control measures in the state-of-the-art manufacturing units.

 

ESAB India also markets the latest generation of Welding Consumables and equipment and cutting machines from other group companies located outside India and thereby acts as a one-point source for all the needs of the industry. ESAB India also manufactures and markets medical gas equipment.

We have classified our products into the following categories:

v      Welding Consumables

v      Reclamation Consumables

v      Arc Equipment

v      Industrial Gas Equipment

v      Environment Products

v      Cutting Systems

 

Exports :

 

ESAB India Limited, directly exports welding consumables and welding and cutting equipment to Nepal, Bangladesh and Sri Lanka. The company also exports products to Africa, Middle East, Asia Pacific, Europe and the USA through its group companies in Sweden, Singapore and Dubai.

 

 

ESAB India Ltd will showcase its latest products and services at the 17th International Engineering & Trade Fair during 13-16 February 2007 being held at Pragati Maidan, New Delhi. Please visit stall # 04 at the Manufacturing Pavilion.

 

Northern Region Office shifted.

The Northern Region Office of the Company has been shifted to the following address:

 

ESAB INDIA LIMITED
Northern Region Office
71 / 1, Najafgarh Road, New Delhi - 110015
Tel. 91-11-25415763
Fax. 91-11-25440843

 

New Central Region Office set up.

To enhance the sales and service network in Central India, a new Central Region Office has been set up in Nagpur. The new regional office will cover Madhya Pradesh, Chattisgarh, Vidharbha and Marathwada.

 

ESAB INDIA LIMITED
Central Region Office
No. 218, Ashirvad, South Ambazari Road, Bajaj Nagar, Nagpur - 440010.
Tel.  91-7118- 271462

Fax. 91-7118- 271461

 

Southern Region Office shifted.

The Southern Region Office of the Company has been shifted to the following address:

 

ESAB INDIA LIMITED
Southern Region Office
Karumuttu Centre
New No.634,(Old No.498), Anna Salai, Nandanam, Chennai- 600035.
Tel.91-44 52040292/93/94/95
Fax.91-44 52040289

 


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.44.27

UK Pound

1

Rs.86.87

Euro

1

Rs.58.53

 

 

SCORE & RATING EXPLANATIONS

 

SCORE FACTORS

 

RANGE

POINTS

HISTORY

1~10

8

PAID-UP CAPITAL

1~10

6

OPERATING SCALE

1~10

6

FINANCIAL CONDITION

 

 

--BUSINESS SCALE

1~10

6

--PROFITABILIRY

1~10

3

--LIQUIDITY

1~10

5

--LEVERAGE

1~10

6

--RESERVES

1~10

5

--CREDIT LINES

1~10

6

--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

YES

TOTAL

 

51

 

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