MIRA INFORM REPORT

 

 

Report Date :

28.03.2007

 

IDENTIFICATION DETAILS

 

Name :

INGERSOLL-RAND (INDIA) LIMITED

 

 

Registered Office :

Plot No. 7 & 8, Phase 1, Peenya Industrial Area, Bangalore - 560 058

 

 

Country :

India

 

 

Financials (as on) :

31.03.2006

 

 

Date of Incorporation :

01.12.1921

 

 

Com. Reg. No.:

08-036321

 

 

CIN No.:

[Company Identification No.]

L05190KA1921PLC036321

 

 

TAN No.:

[Tax Deduction & Collection Account No.]

MUM105042C

 

 

PAN No.:

[Permanent Account No.]

AAAC13099Q

 

 

Legal Form :

A Public Limited Liability Company. 

The company's shares are listed on the Stock Exchanges

 

 

Line of Business :

Manufacturing of Air and Gas Compressors, their Spares, Mining Equipments, Construction Equipments and their Spares.

 

 

 

 

 

 

 

 

RATING & COMMENTS

 

MIRA’s Rating :

Aa

 

RATING

STATUS

PROPOSED CREDIT LINE

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

 

Maximum Credit Limit :

USD 16770000

 

 

Status :

Good

 

 

Payment Behaviour :

Regular

 

 

Litigation :

Clear

 

 

Comments :

Subject is a well-established and reputed company having fine track.  The company is a subsidiary of Ingersoll Rand Company, United States of America. Available information indicated high financial responsibility of the company.  Financial position is good.  Payments are usually correct and as per commitments.  Fundamentals are strong and healthy.

 

The company can be considered good for any normal business dealings

 

 

LOCATIONS

 

Registered / Corporate Office :

Plot No. 7 & 8, Phase 1, Peenya Industrial Area, Bangalore - 560 058

Tel. No.:

91-80-22192500 / 839 5791

Fax No.:

91-80-28394651

 

 

Regional Office:

Located at

Ahmedabad

Bangalore

Baroda

Chennai

Indore

Jamshedpur

Kolkata

Lucknow

Mumbai

Nagpur

New Delhi

Pune

Secunderabad

Tiruchengodu

Udaipur

 

 

Factory 1 :

22-29/293/187, GIDC Estate, Naroda, Ahmedabad – 382 330, Gujarat, INDIA

 

 

Factory 2 :

Peenya Industrial Area, Peenya, Bangalore – 560 058, Karnataka, INDIA

 

 

 

 

 

DIRECTORS

 

Name :

Mr. Daljit L.Mirchandani

Designation :

Chairman and President

 

 

Name :

Mr. Dean lacopelti

Designation :

Chairman and President

 

 

Name :

Mr. Dean Lacopelti

Designation :

Chairman and President

 

 

Name :

Mr. Hemraj C. Asher

Designation :

Chairman and President

 

 

Name :

Mr. Darius C. Shroff

Designation :

Chairman and President

 

 

KEY EXECUTIVES

 

Name :

Glenville da Silva

Designation :

Vice President & General Manager

Construction Technologies &

Compact Vehicle Technologies

Last Employment:

Production Trainee

Zuari Agra Chemicals Ltd. (1)

Qualification :

B.E. (Chem)., DMM., MFM

Experience :

26 Years

Date of Appointment :

09.6.980

 

 

Name :

Jayaraman B,

Designation :

Vice President – Finance

Last Employment:

Chief Finance Officer &

Assistant Finance Manager (Asia Pacific)

Delphi Automotive Sysstems Ltd. (5)

Qualification :

B.Com., A.C.A.

Experience :

30 Years

Date of Appointment :

17-05-2000

 

 

Name :

Mirchandani D.L. (58)

Designation :

Chairman & President

Last Employment:

Executive Director

KirloskarOil Engines Ltd. (17)

Qualification :

B.Sc. Engg. (Elec)

Experience :

35 Years

Date of Appointment :

15-04-1998

 

 

Name :

Prasad Y. Naik (47)

Designation :

Vice President and Information Technology

Last Employment:

General Manager, MIS

Kirlosakar Ferrous Industries Ltd. (6)

Qualification :

B.Com., D.B.M., D.F.M., M.M.S

Experience :

17 Years

Date of Appointment :

01-04-1999

 

 

Name :

Varma 0. K. (57)

Designation :

Vice President - Human Resources

and Organisation Development

Last Employment:

9,221,337 Vice President (H.R)

Kirlosakar Oil Engines Ltd (6)

Qualification :

M.Tech., PGDBM

Experience :

33 Years

Date of Appointment :

27-04-1999

 

 

Name :

Ansari S. R.

Designation :

Manager - Strategic Sourcing

Air Solutions

Last Employment:

Engineer

Ideal Jawa (I) Pitd.(3)

Qualification :

B.Sc., B.E.,

Experience :

28  Years

Date of Appointment :

15-12-1977

 

 

Name :

Balajhee S.

Designation :

General Manager

Air Solutions

Last Employment:

Chemical Engineer

The Gwalior Rayon Silk Mtg (Wvg) Co (1)

Qualification :

B.E. Chemical Engg

Experience :

19 Years

Date of Appointment :

11-08-1986

 

 

Name :

Brown J. L. F.

Designation :

Senior Service Engineer

Construction Technologies

Last Employment:

Service Engineer

Killick Nixon Limited, Bombay (3)

Qualification :

S.S.LC.

Experience :

31 Years

Date of Appointment :

01-01-1983

 

 

Name :

George R.

Designation :

Supervisor - Sales Department

Construction Technologies

Last Employment:

Stenographer

Parke Davis (1)

Qualification :

B.A.

Experience :

28 Years

Date of Appointment :

16-02-1987

 

 

Name :

Gyani P S.

Designation :

General Manager

North India Operations

Date of Birth/Age :

 

Qualification :

B.Sc. (Petroleum Engg)

Experience :

35 Years

Date of Appointment :

08-12-1972

 

 

 

Name :

Jaideep Wadhwa

Designation :

Vice President & General Manager

Industrial Technologies

Last Employment:

Executive Director,

Ingersoll-Rand Wadco Tools Pvt. Ltd. (15)

Qualification :

B.A. Maths (Hons), MBA, Gen Mgmt

Experience :

20 Years

Date of Appointment :

01-05-2005

 

 

Name :

Raghavachar V. A.

Designation :

Junior Engineer

Construction Technologies

Last Employment:

Draughtsman

Kirloskar Electric Co.Ltd. (6)

Qualification :

ITI, DME

Experience :

22 Years

Date of Appointment :

22-10-1987

 

 

Name :

Raghavan A.

Designation :

Excutive Vice President

Air Solutions

Last Employment:

Director Marketing 8. Planning

Delphi Automotive Systems Ltd. (4)

Qualification :

B.Tech., PGDM

Experience :

31 Years

Date of Appointment :

10-05-1999

 

 

 

Name :

Satish Kumar M. M.

Designation :

Technician

Construction Technologies

Qualification :

ITI, NAC, S.S.LC.

Experience :

14 Years

Date of Appointment :

09-08-1991

 

 

 

Name :

Srinivasan S.A.

Designation :

Programmer Analyst

Information Technology

Qualification :

DME., MCA

Experience :

16 Years

Date of Appointment :

06-12-1988

 

 

 

Name :

Srinivasa Udupa S.

Designation :

Head - Engineering & Development

Construction Technologies

Qualification :

B.E. (Mech)

Experience :

16 Years

Date of Appointment :

14-07-1989

 

 

Name :

Subramanian M.

Designation :

Vice President - Human Resources

and Organisation Development

Last Employment:

H.R. Director, South Asia

Madura Coats Ltd. (31)

Qualification :

B.E., PGDBA

Experience :

31 Years

Date of Appointment :

(01-02-2006)

 

 

 

MAJOR SHAREHOLDERS / SHAREHOLDING PATTERN

 

Names of Shareholders

No. of Shares

Percentage of Holding

Ingersoll-Rand Company, New Jersey, U.S.A

23,360,000

74.00

Foreign Institutional Investors

88,568

0.28

Non Resident Indians

65,991

0.21

Unit Trust of India

200

*0.00

Insurance Companies

1,103,978

3.50

Nationalised Banks and other Banks

62,950

0.20

Foreign Banks

1,000

*0.00

Mutual Funds ,

788,030

2.50

Domestic Companies

1,123,793

3.56

Trusts

5,750

0.02

Directors and Their Relatives

86,600

0.27

General Public

4,881,140

15.46

 

31,568,000

100.00

 

 

BUSINESS DETAILS

 

Line of Business :

Manufacturing of Air and Gas Compressors, their Spares, Mining Equipments, Construction Equipments and their Spares.

 

 

Products :

Item Code No:

Production Description

841440.00

Air Compressors

843061.00

Vibratory Compactor

843041.30

Rock Drilling Mach

 

 

 

 

PRODUCTION STATUS

 

Particulars

 

 

Installed Capacity

Actual Production

Air and Gas Compressors

 

 

90000

57824

Rock and waterwell drilling equipment and accessories (including hammers and bits)

 

 

6939

939

Feeder Crushers

 

 

25

--

Power Driven Pumps (Centrifugal / Reciprocating)

 

 

--

--

Loaders

 

 

7

--

Vibratory Compactors

 

 

500

338

Pavers

 

 

15

9

 

 

GENERAL INFORMATION

 

No. of Employees :

861

 

 

Bankers :

Bank of America , Bank of India, Ciitibank N.A, Central Bank ofIndia,Standard CharteredBank.

 

 

Facilities :

--

 

 

 

Banking Relations :

Satisfactory

 

 

Auditors :

Price Waterhouse, Bangalore

Chartered Accountant

 

 

Holding Company :

Ingersoll- Rand Company Limited Bermuda    Ultimate Holding Company

 

 

Associates/Subsidiaries :

Ingersoll-Rand South-East Asia (Pte) Limited, Singapore

Ingersoll - Rand Company Limited, United Kingdom

Ingersoll-Rand European Sales Limited, United Kingdom

Ingersoll-Rand International Sales S.A., Switzerland

Ingersoll - Rand Brasil Limited, Brazil

Ingersoll-Rand Italiana, S.P A., Italy

Ingersoll Rand Japan Limited, Japan .

Blaw-Knox Construction Equipment Corporation, U.S.A.

Nanjing Ingersoll -Rand Compressor Corporation Limited. China

ABG, Allgemeine Baumaschinen Gesellschaft, Germany

Ingersoll Rand Equipment de Construction, France

Hussmann Koxka, S. L, Spain

Ingersoll - Rand (Australia) Limited, Australia

Xuanhua Ingersoll - Rand Mining & Construction Machinery Limited, China

Etablissements Montabert S.A., France

Ingersoll - Rand Architectural Hardware (Australia) Pty. Limited, Australia

Club Car Inc., U.S.A.

Ingersoll-Rand Wadco Tools Private Limited

Ingersoll-Rand International (India) Limited

Dresser - Rand Company, U.S.A. *

Hussmann do Brasil Ltda., Brazil

Ingersoll Rand Drilling Machinery (Zhangjiakou) Company Limited, China

Clark Equipment Company, U.S.A.

Ingersoll - Rand (Guilin) Tools Company Limited, China

Shanghai Ingersoll - Rand Compressor Limited, China

Ingersoll - Rand (Wuxi) Road Machinery Company Limited, China

GHH - Rand Schraubenkompressoren GmbH, Germany

Ingersoll - Rand (China) Investment Company Limited, China

Ingersoll - Rand (Hong Kong) Limited, Hong Kong

Luoyang Hussmann Refrigeration Company Limited, China

Ingersoll - Rand Philippines Inc., Philippines

Ingersoll - Rand Company South Africa (Pty) Limited, South Africa

Ingersoll - Rand Machinery (Shanghai) Company Limited, China

Schlage Lock Company, U.S.A.

IRCR Manufacturing S.R.O., Czech Republic

Dresser-Rand India Private Limited

Thermo King India Private Limited

Ingersoll - Rand International Limited, Ireland

 

 

 

 

CAPITAL STRUCTURE

 

Authorised Capital :

No. of Shares

Type

Value

Amount

32000000

Equity Shares

Rs.10/-(each)

Rs.320.000 Millions

 

Issued, Subscribed & Paid-up Capital :

No. of Shares

Type

Value

Amount

31586000

Equity Shares

Rs.10/-(each)

Rs.315.680 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

315.680

315.680

315.680

2] Share Application Money

0.000

0.000

0.000

3] Reserves & Surplus

3878.00

3784.390

2881.500

4] (Accumulated Losses)

0.000

0.000

0.000

NETWORTH

4193.680

4100.070

3197.180

LOAN FUNDS

 

 

 

1] Secured Loans

0.000

0.000

0.000

2] Unsecured Loans

0.000

0.000

0.230

TOTAL BORROWING

0.000

0.000

0.230

DEFERRED TAX LIABILITIES

20.380

4.390

0.000

 

 

 

 

TOTAL

4214.060

4104.460

3197.410

 

 

 

 

APPLICATION OF FUNDS

 

 

 

 

 

 

 

FIXED ASSETS [Net Block]

394.220

406.650

402.820

Capital work-in-progress

18.290

6.430

4.020

 

 

 

 

INVESTMENT

22.590

22.590

23.280

DEFERREX TAX ASSETS

0.000

0.000

12.330

 

 

 

 

CURRENT ASSETS, LOANS & ADVANCES

 

 

 

 

Inventories

896.060

942.920

918.870

 

Sundry Debtors

1348.290

1409.280

1756.540

 

Cash & Bank Balances

2518.920

2169.640

156.310

 

Other Current Assets

0.000

0.000

0.000

 

Loans & Advances

682.110

370.460

1106.780

Total Current Assets

5445.380

4892.300

3938.500

Less : CURRENT LIABILITIES & PROVISIONS

 

 

 

 

Current Liabilities

1482.810

1039.380

919.040

 

Provisions

183.610

184.130

264.500

Total Current Liabilities

1666.420

1223.510

1183.540

Net Current Assets

3778.960

3668.790

2754.960

 

 

 

 

MISCELLANEOUS EXPENSES

0.000

0.000

0.000

 

 

 

 

TOTAL

4214.060

4104.460

3197.410

 

 


 

PROFIT & LOSS ACCOUNT

 

PARTICULARS

 

31.03.2006

31.03.2005

31.03.2004

Sales Turnover

4767.160

4421.780

4538.580

Other Income

325.530

0.000

0.000

Total Income

5092.609

4421.780

4538.580

 

 

 

 

Profit/(Loss) Before Tax

506.360

322.690

301.980

Provision for Taxation

196.770

795.510

154.150

Profit/(Loss) After Tax

309.590

1118.200

456.130

 

 

 

 

Earnings in Foreign Currency :

 

 

 

 

Other Earnings

0.000

0.000

812.390

 

Export Calculated on FOB basis

915.280

1111.700

0.000

 

Commission 

4.070

1.34

0.000

 

Freight and insurance on exports

6.590

7.82

0.000

 

Recovery of expenses

12.840

25.71

0.000

 

Engineering fees

61.300

51.75

0.000

Total Earnings

1000.080

1198.32

812.390

 

 

 

 

Imports :

 

 

 

 

Others

0.000

910.230

933.870

 

Raw materials

311.600

0.000

0.000

 

Components and Spare parts

628.410

0.000

0.000

 

Capital goods

0.000

0.000

0.000

 

Goods for Sale

72.470

0.000

0.000

Total Imports

1012.480

910.230

933.870

 

 

 

 

Expenditures :

 

 

 

 

Cost of Goods Sold

 

 

 

 

Manufacturing Expenses

4509.270

0.000

0.000

 

Interest

14.540

0.000

0.000

 

Depreciation & Amortization

62.520

0.000

0.000

 

Other Expenditure

0.000

4379.850

4090.040

Total Expenditure

4586.330

4379.850

4090.040

 

QUARTERLY / SUMMARISED RESULTS

 

PARTICULARS

 

30.06.2006

30.09.2006

31.12.2006

 Type

 1st Qtr

 2nd Qtr

 3rd Qtr

 Sales Turnover

 1128.000

 1604.900

 1698.200

 Other Income

 70.700

 87.000

 73.800

 Total Income

 1198.700

 1691.900

 1772.000

 Total Expenditure

 1048.600

 1451..500

 1530.300

 Operating Profit

 150100

 240.400

 241.700

 Interest

 04.900

 01.100

 02.000

 Gross Profit

 145.200

 239.300

 239.700

 Depreciation

 14.800

 15.600

 17.400

 Tax

 54.200

 74.600

 92.300

 Reported PAT

 83.800

 147.400

 144.800

 

200606 Quarter 1 Expenditure Includes (Increase)/Decrease in Stock in Trade Rs (34.30) million Consumption of Raw Materials / Components Rs 831.40 million Staff Cost Rs 115.40 million Other Expenditure Rs 111.90 million Tax Includes Provision for Current Tax Rs 52.00 million Deferred Tax Rs (7.60) million Fringe Benefit Tax Rs 2.20 million Extraordinary Items Indicates Voluntary Retirement Compensation Rs 0.50 million Provision for payment of deferred benefit to employees Rs 16.40 million Provision for expenses on discontinuing business Rs 7.30 million 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 Nil Complaints disposed off during the quarter Nil Complaints unresolved at the end of the quarter Nil 1. Provision for current taxation, deferred taxation and fringe benefit tax of Rs 46.60 million for the three months ended June 30, 2006, has been made on an estimated basis. The actual tax liability of the Company will be determined on the basis of taxable income of the Company for the year April 01, 2006 to March 31, 2007. 2. While the drilling solutions business has been sold to Atlas Copco (India) Ltd (ACIL), the Company, pursuant to a Supply agreement, continues to manufacture drilling solutions products for ACIL and, its customers. The revenue and results arising from such operations are included in the Construction Technologies & Bobcat segment revenue and results as discontinued operations. 3. Climate Control business has been sold to Thermo King India Pvt Ltd effective July 01, 2006 pursuant to the approval received from the members. 4. Consequent to the revised Accounting Standard 15 on Employee Benefits becoming effective from April 01, 2006, additional liability for services of the employees up to the previous year has been adjusted to the opening balance of General Reserve and Deferred Tax by Rs 69.30 million and Rs 35.20 million respectively. 5. The Air Solutions factory in Naroda, Ahmedabad had a labor strike resulting in temporary suspension of operation's for 1 month in May 2006. The operations have commenced and normalcy is being restored. 6. The above results have been approved by the Audit Committee and the Board of Directors at their meetings held on July 31, 2006.

 

200609 Quarter 2 Expenditure Includes (Increase)/Decrease in Stock in Trade Rs (29.40) million Consumption of Raw Materials / Components Rs 1215.70 million Staff Cost Rs 131.50 million Other Expenditure Rs 133.70 million Tax Includes Provision for Current Tax Rs 73.00 million Deferred Tax Rs 1.70 million Fringe Benefit Tax Rs 1.60 million Extraordinary Items indicates Profit on sale of climate control business 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 Nil Complaints disposed off during the quarter Nil Complaints unresolved at the end of the quarter Nil 1. Provision for current taxation, deferred taxation and fringe benefit tax of Rs 122.90 million for the six months ended September 30, 2006, has been made on an estimated basis. The actual tax liability of the Company will be determined on the basis of taxable income of the Company for the year April 01, 2006 to March 31, 2007. 2. While the drilling solutions business has been sold to Atlas Copco (India) Ltd (ACIL), the Company, pursuant to a Supply agreement, continues to manufacture drilling solutions products for ACIL and, its customers. The revenue and results arising from such operations are included in the Construction Technologies & Compact segment revenue and results as discontinued operations. 3. Climate Control business has been sold to Thermo King India Private Limited effective July 01, 2006 pursuant to the approval received from the members. 4. Figures for the previous period / year have been recast as necessary to confirm to current period / year classification. 5. The above results have been approved by the Audit Committee and the Board of Directors at their meetings held on October 19, 2006.

 

KEY RATIOS

PARTICULARS

 

31.03.2006

31.03.2005

31.03.2004

Debt-Equity Ratio

0.00

0.00

0.00

Long Term Debt-Equity Ratio

0.00

0.00

0.00

Current Ratio

3.47

3.55

3.20

TURNOVER RATIOS

 

 

 

Fixed Assets

5.59

5.38

5.76

Inventory

5.64

5.18

5.10

Debtors

3.76

3.04

3.20

Interest Cover Ratio

35.59

18.48

54.75

Operating Profit Margin(%)

11.15

8.48

15.12

Profit Before Interest And Tax Margin(%)

9.94

7.10

14.00

Cash Profit Margin(%)

7.17

5.90

10.30

Adjusted Net Profit Margin(%)

5.97

4.52

9.19

Return On Capital Employed(%)

12.44

9.37

22.71

Return On Net Worth(%)

7.47

5.96

14.90

 

 

 

 

 

STOCK PRICES

 

Face Value

Rs.10.00

High

Rs.284.50

Low

Rs.279.50

 

 

 

 

LOCAL AGENCY FURTHER INFORMATION

 

 MANAGEMENT DISCUSSION AND ANALYSIS 

 

  Industry Structure and Development:  

 The industry witnessed continued buoyancy during the year under review particularly in construction industry and manufacturing sector. This augurs well for the long-term growth of the Company. 
 
 Segment-wise operational performance:  

 The operations of the Company are segmented into three business groups - Air Solutions, Construction  

 Technologies & Compact Vehicle Technologies and Climate Control. 

 

 The Air Solutions business grew by 12% in the period under review, aided by strong performance in domestic sales. The Company's progress in implementation of 'Solutionizing' strategy, through which the Company delivers total solutions and savings to the customer in the area of compressed air systems, continues to be strong. 
 
 In the case of Construction Technologies & Compact Vehicle Technologies, the sales of road construction equipment have improved during the year under review resulting in increased sales. This market is expected to remain stable in the current financial year also with continued focus of the Government in new road construction under various road development programs. 

 
 The Climate Control business which supplies refrigeration equipment to super-markets and large stores does not contribute significantly to the Company's net turnover. 


 The profit before tax and exceptional items has improved to Rs. 506 million as against Rs. 323 million in the previous year. 



 Outlook:  

The outlook for the two major areas of business of the Company - Air Solutions and Construction Technologies & Compact Vehicle Technologies remains positive. Air Solutions business growth is expected to continue primarily due to capacity expansions in the manufacturing sector, and recurring revenue from equipment already supplied to customers. Launch of new products will also enable sustaining the momentum of growth. 
 
 Construction Technologies & Compact Vehicle Technologies is likely to perform better with the continued emphasis by Government of India on building infrastructure across the country through upgradation of national highway projects and the building of secondary road networks. 


 
Threat and concerns:  

 The markets for all the Company's products continue to be extremely competitive. Material cost escalations on metals and other inputs continue to have an impact on the profitability. With continued focus on deployment of lean management techniques resulting in operational efficiency and improvement in productivity, the Company should be able to maintain its position as the preferred choice of customers. 


 

 

 

 Internal control systems and their adequacy: 

The Company has effective and adequate internal control systems, which ensure reliable financial reporting, safeguarding of assets and adherence to management policies. 


 As a subsidiary of an American publicly listed company, the Company complies with the requirements of the Sarbanes Oxley Act of 2002. A local team of managers check the adequacy of internal controls and its implementation once in each quarter. 



 The internal audit team regularly reports to the Management and the Audit Committee on their findings and also on the steps to be taken with regard to deviations, if any. 



 Risk Management 

 The Company's internal control process covers, amongst others, process for identification, assessment and mitigation of various risks, including operational, product and financial risks. Such risks are reviewed and discussed at regular management review meetings, where in members of the senior management are present. The risks that are continuously monitored include, but are not limited to, product, price, cost trends, competition, financing, technical changes, product liability, warranty and insurance risks. 


 
 Normal foreseeable risks to the Company's assets are adequately covered by comprehensive insurance. Risk assessments, inspections and safety audits are conducted regularly. 

 
 DELISTING PROPOSAL FROM PARENT COMPANY 

 The Company received a Statement from Ingersoll - Rand Company Limited ('parent company') expressing its intention to purchase, directly or through one or more of its subsidiaries, the outstanding 26% equity shares of the Company held by the public and delist the shares of the Company from the stock exchanges in India under the Securities and Exchange Board of India (Delisting of Securities) Guidelines, 2003 ('Guidelines') and requested the Company to convene an Extraordinary General Meeting of the members to consider a resolution for delisting the shares. Accordingly, the extraordinary general meeting was held on September 23, 2005 at which the members approved the delisting proposal of the parent company. The parent company made the public announcement as required under the Guidelines on February 18, 2006 announcing the dates during which the terminals would be open for bidding by the shareholders via the reverse book building platform. A total of 933,345 shares were validly tendered at or below the price of Rs. 450 per share (Exit Price) as part of the book building process. Since the shares tendered at or below the exit price would not have resulted in the public shareholding in the Company to fall below the level for continuous listing as specified by the Guidelines, the offer was considered to have failed and the Company continues to remain listed on the stock exchanges at Mumbai and Ahmedabad and on the National Stock Exchange of India Limited. 


 
 SALE OF CLIMATE CONTROL BUSINESS 

 The Climate Control business which supplies refrigeration equipment to super-markets and large stores has a limited range of products and does not contribute significantly to the Company's net turnover. This business is not expected to contribute significantly in the future also and has little synergy with the Company's other product offerings. The Directors have, subject to the approval, agreed to sell, transfer, assign or dispose of this business to Thermo King India Private Limited, a wholly owned subsidiary of Ingersoll - Rand Company Limited, the ultimate parent company of the Company. The sale consideration has been determined at Rs. 33.4 million. A resolution seeking the approval for the sale of the climate control business has been set out at item no. 7 of the notice. 
 
 

Fixed Assets:

 

Land-Leasehold

Land Freehold

Buildings

Plant and Machinery

Computer Software

Electrical Installations

Furniture Fixture and Equipment

Vehicles

Small Tools

 

 

Company Description:

Ingersoll-Rand (India) Limited. The Company's principal activities are manufacturing and marketing of construction and mining equipment. The products include air and gas compressors, rock and waterwell drilling equipment and accessories, feeder crushers, power driven pumps and loaders, vibratory compactors and pavers. The Plants are located in Bangalore and Ahmedabad. Air and gas compressors accounted for 39% of fiscal 2002 revenues; spare parts and components, 23%; vibratory compactors, 17%; rock drilling equipment, 16%; trading items, 4% and other, 1%.

 

 

History :

 

Ingersoll Rand (India), the Indian subsidiary of Ingersoll-Rand Company, US have presence in three business segments i.e Air Solutions, Infrastructure and Climate Control. The US parent holds 74% of the equity. Established in 1921 at Calcutta, Ingersoll Rand is the oldest Indo-American JV in India. , It became a public limited company in 1977.  

 
 A trading entity until 1965, get into manufacturing by start producing small garage-type air compressors from Naroda near Ahmedabad.  

 
 Air Solutions Business of ingersoll rand deals in entire compressed air systems. After commencing manufacturing activity in 1965 from the Naroda plant the company has set up its second plant at Peenya near Bangalore in 1978. The third plant came at Naroda itself in 1994 to manufacture process compressors and chemical process pumps. 

 
 The infrastruture business deals in road building, construction and mining equipments like Rock & Waterwell drilling equipments, Feeder Crushers, Loaders and Vibratory Compacters.  


 The climate control business group focus on supplying freezers and chillers largely to supermarkets in urban centres of India. 

 
 Over the past three decades, the company has introduced several engineering products into the core sectors. The present range includes air and gas compressors, rock and waterwell drilling equipment, feeder rushers, power-driven pumps and vibratory compactors. It is also one of the largest exporters of engineering goods from India. In fact, for certain products such as small air compressors, it is the sole manufacturing source within Ingersoll-Rand worldwide. The company has received ISO 9001 accreditation for its construction and mining equipment plant at Bangalore. 


 In Apr.'2000, the company sold its gas compressor business to Dresser-Rand India Private  Limited. Consequent to the sale of Ingersoll Dresser Pumps (IDP) , by the parent company, to Flowserve Incorporated USA, the Company discontinued manufacture of pumps in India. 


 In June 2000, IR acquired Hussmann International, Inc., the world's leading manufacturer of food-store equipment and commercial refrigeration products. Hussmann joins Thermo King in the Climate Control sector of the company, expanding IR's market in the 'cold chain' to the distribution channel. IR has been continuously listed on the New York Stock Exchange (NYSE) since 1906, making it among the top 10 companies achieving such a distinction. 
 
 IR has expanded the Installed capacity of Vibratory Compactors by 100(Nos) during the year 2003 and also increased the installed capacity of Pavers by 5(Nos).Consequent of this expansion, the total capacity of Vibratory Compactors and Pavers have been increased to 600(Nos) and 20(Nos) respectively.

 

Company is in trade terms with: 

Aero Engineers

Dhanman Precicast Private Limited

Ashi Craft Private Limited

Arun Machine Components

Grand Polycoats Company Private Limited

Chamunda Engineering Works

Lotus Powergear Private Limited

Shreenathji Fabricators Private Limited

Precision Autowares Limited

Cimotec Hydro Machines Private Limited

Eskay Industries

Kinamatic Transmission Private Limited

Aditya Weld Aid Private  Limited

Airpower Engg. Co. Private  Limited

Ajax Engineering Private  Lmited

Ajax Fiori Engineering (I) Limited

Electro Trade

Engee Engineering Industries

Engineered Polymers (I) Private  Limited

Aries Tanks and Vessels (Private ) Limited

Associated Commercial Enterprises

Excel Controlinkage Private Limited

Harita Seating Systems Limited

Integrated Electric Co Private Limited

Kombyne Transpak Private  Limited

Krishna Fabrication Private  Limited

Ryder Equipments Private  Limited

 

About them:

It was in 1921 that Ingersoll-Rand (India) Private Limited was formed, headquartered in Calcutta with a branch office in Bombay. In 1958, the company established a branch office in Ahmedabad. Seven years later, buoyed by the country's rapid industrialization after independence, Ingersoll-Rand India established its first manufacturing facility in 1965 at Naroda, Ahmedabad. The company went public in 1977, and the following year it established its second manufacturing facility, at Bangalore. Ingersoll-Rand (India) Limited (or I-R as it is popularly known in the marketplace) is now a diversified industrial enterprise serving its customers in four markets:

Infrastructure Development

Industrial Productivity

Climate Control

Security and Safety

I-R's new 'Complete Solutions' Approach

Worldwide, Ingersoll-Rand Corporation is witnessing a major shift in perspective. Simply put, it is a move away from the earlier product-centric to a solutions-centric approach. What this means is that I-R no longer thinks of itself as an engineering company offering world-class products, but as a company providing the customer with solutions which are based on these products and which go well beyond them. What the company calls an 'Entire Solutions' approach.

 

Winds of change are blowing through I-R India, bringing about changes in everything- from service offerings to internal processes, skills, competencies and the very mind-set of its people.

 

Organization

 

To serve its identified markets, I-R India is organized into the following groups:

Infrastructure Development Sector providing solutions for Construction, Road Building, Mining and Drilling applications.

Industrial Productivity Sector providing various products and services related to air solutions for the commercial and industrial markets.

Climate Control which forms the 'transport temperature control business' of I-R. This sector provides equipment and services to manage a controlled temperature environment for food and other perishables.

Security and Safety which offers products and services to enhance security and safety for residential, commercial and institutional buildings.

A network of 22 company offices & more than 80 distributors offering I-R services and products covers every region across the country.

 

PRODUCTS

Infrastructure Development

Speciality Products :

Mining

Rock drills - crawler mounted pneumatic & hydraulic drills

Rotary drills - crawler rotary blast hole drills

DHD - down-the-hole hammer & bits.

Water wells

Truck mounted drills

Truck/Skid mounted high-pressure air compressors

Well rehabilitation units

Test pump units

 

Road Development :

Crawler drills - pneumatic & hydraulic drills

Hydraulic breakers - primary & secondary rock breakers

Vibratory soil compactors - Axle / Drum / Pad foot versions

Vibratory tandem asphalt compactors - mini & highway versions

Asphalt pavers - sensor pavers with combination screed

Pneumatic tyre rollers

 

Portable Power :

Portable air compressors - air power packs for jack hammers, pavement breakers, pneumatic drills, abrasive blasting, optic fibre cable laying, high pressure waterwell drills.

 

Bobcat :

Bobcat skid-steer loaders with over 25 attachments

Bobcat mini excavators

 

Industrial Productivity

Reciprocating compressors,

Small range - 2 to 1000cfm / 50psig to 5000psig

Medium & large range - 50 to 1000cfm / 20 to 650psig

Centrifugal compressors - 800 to 10000cfm.


What's new at I-R India?

New Value-added Service: Equipment Rental

I-R offers a very attractive rental option for all its products throughout the country. (For details about the products you can rent, click…)

 

HR Function - A Strategic Partner for Change

A revitalised HR Function has undertaken a comprehensive programme that aims at discovering, developing and channelling the creativity of I-R employees, by addressing both external and internal motivating factors. Emphasis is on determining the Corporation's future manpower needs, assessing the aptitude and potential of individual employees through a detailed process of dialogue, review, and 360-degree feedback, and developing strategic employee competencies.

The company believes in creating equal opportunity for all employees to develop, perform and distinguish themselves by contributing to organisational objectives.

The Company's endeavour is to attract and retain talent and be a 'Preferred Employer' through its 'people strategy'.

 

Financials

 

I-R India has always rendered consistent and impressive financial results. Over the past five years, the company has delivered a compounded annual growth rate of 8.8% in revenues and 10.7% in profits after tax.

 

Exports

 

I-R India offers quality and cost-effective engineering services and new product development to the Drilling Solutions, Road Machinery, and Tools and Hoists divisions in the USA with the help of selected Indian software companies. The strategy is to leverage the India advantage for IR worldwide by establishing the Engineering Competency Center as a part of I-R India.

Ingersoll-Rand (India) is among the country's largest exporters of engineered goods. Annual exports for 1999-2000 stood at INR.628 million. Air compressors account for the bulk of export earnings.


INDIAN SNAPSHOT

Over 90,000 air compressors manufactured annually.

Over 83,000 air compressors exported worldwide.

The Naroda manufacturing facility if I-R India caters to the major part of the global demand for air-cooled reciprocating air compressors (T 30).

The Metrology Lab is one of the very few sophisticated labs in India with facilities to conduct tests as per ISI / BSI standards.

MILESTONES

1921

I-R (India) Private Limited, established in Calcutta as a trading company, becomes one of the first Indo-American ventures in India.

 

1965

I-R India's first manufacturing plant for reciprocating compressors set up at Naroda, Gujarat in response to growing industrialisation and demand for engineered products in India. 800 compressors manufactured the first year.

 

1968

First Indian Managing Director - Mr. J. K. Setna – appointed

 

1977

I-R India goes public. Foreign equity diluted to 74%. Currently listed on the Mumbai, Ahmedabad and the National Stock Exchanges.

 

1978

Second manufacturing plant commissioned at Bangalore for the production of construction, mining and water well drilling equipment.

 

1993

Bangalore plant commences production of soil & asphalt compactors.

 

1994

1994 Naroda plant expanded to manufacture gas compressors.

 

1995

Further expansion at Naroda to meet the growing demand for castings.

 

1996

Bangalore plant expanded for in-house fabrication facility

 

1997

New road building products like pneumatic tyre rollers added to Bangalore product line

 

1998

I-R India corners largest market share in vibratory compactors ahead of L&T, Greaves Bomag

& Escorts. Daljit Mirchandani appointed Managing Director.

 

1999

Company's operations re-organised. Business units structured around products replaced by groups/divisions with a clear market focus.

 

2000

Process Gas compressor division sold in keeping with Ingersoll-Rand Company's worldwide decision. New high-pressure portable compressor launched for water-well drilling. Blaw-Knox asphalt sensor pavers with combination screed, and Cable Layair portable compressors, built at the Bangalore plant launched at EXCON 2000 at Bangalore.

2001

Blaw-Knox asphalt pavers, Cable Layair portable compressors, built at Bangalore plant launched at EXCON 2000 at Bangalore. Launch of indigenously built Hydraulic drifter drills announced for 2nd quarter

 

I-R India Fast Facts

Revenues 2000: 4134 M INR

Employees: around 900

Chairman & President : Daljit Mirchandani

Year Established: 1921

Manufacturing Facilities: Peenya, Bangalore

Environment Management System: Initiative launched to get certification under ISO 14001

Quality System: Both manufacturing facilities ISO 9001certified.


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.43.47

UK Pound

1

Rs.85.36

Euro

1

Rs.57.89

 

 

SCORE & RATING EXPLANATIONS

 

SCORE FACTORS

 

RANGE

POINTS

HISTORY

1~10

8

PAID-UP CAPITAL

1~10

8

OPERATING SCALE

1~10

8

FINANCIAL CONDITION

 

 

--BUSINESS SCALE

1~10

8

--PROFITABILIRY

1~10

8

--LIQUIDITY

1~10

8

--LEVERAGE

1~10

8

--RESERVES

1~10

8

--CREDIT LINES

1~10

8

--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

 

72

 

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