%20LIMITED%2029-Mar-2007_files/image002.jpg)
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Report Date : |
29.03.2007 |
IDENTIFICATION
DETAILS
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Name : |
INGERSOLL-RAND (INDIA) LIMITED |
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Registered Office : |
Plot No. 7 & 8, Phase 1, Peenya Industrial Area, Bangalore - 560
058 |
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Country : |
India |
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Financials (as on) : |
31.03.2006 |
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Date of Incorporation : |
01.12.1921 |
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Com. Reg. No.: |
08-036321 |
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CIN No.: [Company
Identification No.] |
L05190KA1921PLC036321 |
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TAN No.: [Tax
Deduction & Collection Account No.] |
MUM105042C |
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PAN No.: [Permanent
Account No.] |
AAAC13099Q |
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Legal Form : |
A Public Limited Liability Company. The company's shares are listed on the Stock Exchanges |
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Line of Business : |
Manufacturing of Air and Gas Compressors, their Spares, Mining Equipments, Construction Equipments and their Spares. |
RATING &
COMMENTS
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MIRA’s Rating : |
Aa |
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RATING |
STATUS |
PROPOSED CREDIT LINE |
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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 |
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Maximum Credit Limit : |
USD 16770000 |
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Status : |
Good |
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Payment Behaviour : |
Regular |
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Litigation : |
Clear |
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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
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Registered /
Corporate Office : |
Plot No. 7 & 8, Phase 1, Peenya Industrial Area, Bangalore - 560 058 |
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Tel. No.: |
91-80-22192500
/ 839 5791 |
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Fax No.: |
91-80-28394651 |
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Regional Office: |
Located at v Ahmedabad v Bangalore v Baroda v Chennai v Indore v Jamshedpur v Kolkata v Lucknow v Mumbai v Nagpur v New Delhi v Pune v Secunderabad v Tiruchengodu v Udaipur |
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Factory 1 : |
22-29/293/187, GIDC Estate, Naroda, Ahmedabad – 382 330, Gujarat, INDIA |
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Factory 2 : |
Peenya Industrial Area, Peenya, Bangalore – 560 058,
Karnataka, INDIA |
DIRECTORS
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Name : |
Mr. Daljit L.Mirchandani |
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Designation : |
Chairman and President |
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Name : |
Mr. Dean lacopelti |
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Designation : |
Chairman and President |
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Name : |
Mr. Dean Lacopelti |
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Designation : |
Chairman and President |
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Name : |
Mr. Hemraj C. Asher |
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Designation : |
Chairman and President |
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Name : |
Mr. Darius C. Shroff |
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Designation : |
Chairman and President |
KEY EXECUTIVES
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Name : |
Glenville da Silva |
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Designation : |
Vice President & General Manager Construction Technologies & Compact Vehicle Technologies |
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Last Employment: |
Production Trainee Zuari Agra Chemicals Limited (1) |
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Qualification : |
B.E. (Chem)., DMM., MFM |
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Experience : |
26 Years |
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Date of Appointment : |
09.6.980 |
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Name : |
Jayaraman B, |
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Designation : |
Vice President – Finance |
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Last Employment: |
Chief Finance Officer & Assistant Finance Manager (Asia Pacific) Delphi Automotive Sysstems Limited (5) |
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Qualification : |
B.Com., A.C.A. |
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Experience : |
30 Years |
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Date of Appointment : |
17-05-2000 |
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Name : |
Mirchandani D.L. (58) |
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Designation : |
Chairman & President |
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Last Employment: |
Executive Director KirloskarOil Engines Limited (17) |
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Qualification : |
B.Sc. Engg. (Elec) |
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Experience : |
35 Years |
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Date of Appointment : |
15-04-1998 |
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Name : |
Prasad Y. Naik (47) |
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Designation : |
Vice President and Information Technology |
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Last Employment: |
General Manager, MIS Kirlosakar Ferrous Industries Limited (6) |
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Qualification : |
B.Com., D.B.M., D.F.M., M.M.S |
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Experience : |
17 Years |
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Date of Appointment : |
01-04-1999 |
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Name : |
Varma 0. K. (57) |
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Designation : |
Vice President - Human Resources and Organisation Development |
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Last Employment: |
9,221,337 Vice President (H.R) Kirlosakar Oil Engines Limited (6) |
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Qualification : |
M.Tech., PGDBM |
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Experience : |
33 Years |
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Date of Appointment : |
27-04-1999 |
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Name : |
Ansari S. R. |
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Designation : |
Manager - Strategic Sourcing Air Solutions |
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Last Employment: |
Engineer Ideal Jawa (I) Pitd.(3) |
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Qualification : |
B.Sc., B.E., |
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Experience : |
28 Years |
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Date of Appointment : |
15-12-1977 |
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Name : |
Balajhee S. |
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Designation : |
General Manager Air Solutions |
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Last Employment: |
Chemical Engineer The Gwalior Rayon Silk Mtg (Wvg) Co (1) |
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Qualification : |
B.E. Chemical Engg |
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Experience : |
19 Years |
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Date of Appointment : |
11-08-1986 |
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Name : |
Brown J. L. F. |
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Designation : |
Senior Service Engineer Construction Technologies |
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Last Employment: |
Service Engineer Killick Nixon Limited, Bombay (3) |
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Qualification : |
S.S.LC. |
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Experience : |
31 Years |
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Date of Appointment : |
01-01-1983 |
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Name : |
George R. |
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Designation : |
Supervisor - Sales Department Construction Technologies |
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Last Employment: |
Stenographer Parke Davis (1) |
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Qualification : |
B.A. |
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Experience : |
28 Years |
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Date of Appointment : |
16-02-1987 |
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Name : |
Gyani P S. |
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Designation : |
General Manager North India Operations |
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Date of Birth/Age : |
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Qualification : |
B.Sc. (Petroleum Engg) |
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Experience : |
35 Years |
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Date of Appointment : |
08-12-1972 |
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Name : |
Jaideep Wadhwa |
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Designation : |
Vice President & General Manager Industrial Technologies |
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Last Employment: |
Executive Director, Ingersoll-Rand Wadco Tools Private Limited (15) |
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Qualification : |
B.A. Maths (Hons), MBA, Gen Mgmt |
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Experience : |
20 Years |
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Date of Appointment : |
01-05-2005 |
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Name : |
Raghavachar V. A. |
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Designation : |
Junior Engineer Construction Technologies |
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Last Employment: |
Draughtsman Kirloskar Electric Co.Limited (6) |
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Qualification : |
ITI, DME |
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Experience : |
22 Years |
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Date of Appointment : |
22-10-1987 |
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Name : |
Raghavan A. |
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Designation : |
Excutive Vice President Air Solutions |
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Last Employment: |
Director Marketing 8. Planning Delphi Automotive Systems Limited (4) |
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Qualification : |
B.Tech., PGDM |
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Experience : |
31 Years |
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Date of Appointment : |
10-05-1999 |
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Name : |
Satish Kumar M. M. |
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Designation : |
Technician Construction Technologies |
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Qualification : |
ITI, NAC, S.S.LC. |
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Experience : |
14 Years |
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Date of Appointment : |
09-08-1991 |
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Name : |
Srinivasan S.A. |
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Designation : |
Programmer Analyst Information Technology |
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Qualification : |
DME., MCA |
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Experience : |
16 Years |
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Date of Appointment : |
06-12-1988 |
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Name : |
Srinivasa Udupa S. |
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Designation : |
Head - Engineering & Development Construction Technologies |
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Qualification : |
B.E. (Mech) |
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Experience : |
16 Years |
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Date of Appointment : |
14-07-1989 |
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Name : |
Subramanian M. |
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Designation : |
Vice President - Human Resources and Organisation Development |
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Last Employment: |
H.R. Director, South Asia Madura Coats Limited (31) |
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Qualification : |
B.E., PGDBA |
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Experience : |
31 Years |
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Date of Appointment : |
(01-02-2006) |
MAJOR SHAREHOLDERS
/ SHAREHOLDING PATTERN
|
Names of Shareholders |
No. of Shares |
Percentage of
Holding |
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Ingersoll-Rand Company, New Jersey, U.S.A |
23,360,000 |
74.00 |
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Foreign Institutional Investors |
88,568 |
0.28 |
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Non Resident Indians |
65,991 |
0.21 |
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Unit Trust of India |
200 |
*0.00 |
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Insurance Companies |
1,103,978 |
3.50 |
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Nationalised Banks and other Banks |
62,950 |
0.20 |
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Foreign Banks |
1,000 |
*0.00 |
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Mutual Funds , |
788,030 |
2.50 |
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Domestic Companies |
1,123,793 |
3.56 |
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Trusts |
5,750 |
0.02 |
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Directors and Their Relatives |
86,600 |
0.27 |
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General Public |
4,881,140 |
15.46 |
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31,568,000 |
100.00 |
BUSINESS DETAILS
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Line of Business : |
Manufacturing of Air and Gas Compressors, their Spares, Mining Equipments, Construction Equipments and their Spares. |
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Products : |
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PRODUCTION STATUS
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Particulars |
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Installed Capacity |
Actual Production |
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Air and Gas Compressors |
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90000 |
57824 |
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Rock and waterwell drilling equipment and accessories (including hammers and bits) |
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6939 |
939 |
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Feeder Crushers |
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25 |
-- |
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Power Driven Pumps (Centrifugal / Reciprocating) |
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-- |
-- |
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Loaders |
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7 |
-- |
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Vibratory Compactors |
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500 |
338 |
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Pavers |
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15 |
9 |
GENERAL
INFORMATION
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No. of Employees : |
861 |
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Bankers : |
Bank of America , Bank of India, Ciitibank N.A, Central Bank
ofIndia,Standard CharteredBank. |
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Facilities : |
-- |
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Banking
Relations : |
Satisfactory |
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Auditors : |
Price Waterhouse, Bangalore Chartered Accountant |
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Holding Company : |
Ingersoll- Rand Company Limited Bermuda Ultimate Holding Company |
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Associates/Subsidiaries : |
v
Ingersoll-Rand South-East Asia (Pte) Limited, Singapore v
Ingersoll - Rand Company Limited, United Kingdom v
Ingersoll-Rand European Sales Limited, United Kingdom v
Ingersoll-Rand International Sales S.A., Switzerland v
Ingersoll - Rand Brasil Limited, Brazil v
Ingersoll-Rand Italiana, S.P A., Italy v
Ingersoll Rand Japan Limited, Japan v
Blaw-Knox Construction Equipment Corporation, U.S.A. v
Nanjing Ingersoll -Rand Compressor Corporation Limited. China v
ABG, Allgemeine Baumaschinen Gesellschaft, Germany v
Ingersoll Rand Equipment de Construction, France v
Hussmann Koxka, S. L, Spain v
Ingersoll - Rand (Australia) Limited, Australia v
Xuanhua Ingersoll - Rand Mining & Construction Machinery Limited,
China v
Etablissements Montabert S.A., France v
Ingersoll - Rand Architectural Hardware (Australia) Pty. Limited,
Australia v
Club Car Inc., U.S.A. v
Ingersoll-Rand Wadco Tools Private Limited v
Ingersoll-Rand International (India) Limited v
Dresser - Rand Company, U.S.A. v
Hussmann do Brasil Limited., Brazil v
Ingersoll Rand Drilling Machinery (Zhangjiakou) Company Limited, China v
Clark Equipment Company, U.S.A. v
Ingersoll - Rand (Guilin) Tools Company Limited, China v
Shanghai Ingersoll - Rand Compressor Limited, China v
Ingersoll - Rand (Wuxi) Road Machinery Company Limited, China v
GHH - Rand Schraubenkompressoren GmbH, Germany v
Ingersoll - Rand (China) Investment Company Limited, China v
Ingersoll - Rand (Hong Kong) Limited, Hong Kong v
Luoyang Hussmann Refrigeration Company Limited, China v
Ingersoll - Rand Philippines Inc., Philippines v
Ingersoll - Rand Company South Africa (Pty) Limited, South Africa v
Ingersoll - Rand Machinery (Shanghai) Company Limited, China v
Schlage Lock Company, U.S.A. v
IRCR Manufacturing S.R.O., Czech Republic v
Dresser-Rand India Private Limited v
Thermo King India Private Limited v
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
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SOURCES OF FUNDS |
31.03.2006 |
31.03.2005 |
31.03.2004 |
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SHAREHOLDERS FUNDS |
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1] Share Capital |
315.680 |
315.680 |
315.680 |
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2] Share Application Money |
0.000 |
0.000 |
0.000 |
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3] Reserves & Surplus |
3878.00 |
3784.390 |
2881.500 |
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4] (Accumulated Losses) |
0.000 |
0.000 |
0.000 |
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NETWORTH |
4193.680 |
4100.070 |
3197.180 |
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LOAN FUNDS |
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1] Secured Loans |
0.000 |
0.000 |
0.000 |
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2] Unsecured Loans |
0.000 |
0.000 |
0.230 |
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TOTAL BORROWING |
0.000 |
0.000 |
0.230 |
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DEFERRED TAX LIABILITIES |
20.380 |
4.390 |
0.000 |
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TOTAL |
4214.060 |
4104.460 |
3197.410 |
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APPLICATION OF FUNDS |
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FIXED ASSETS [Net Block] |
394.220 |
406.650 |
402.820 |
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Capital work-in-progress |
18.290 |
6.430 |
4.020 |
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INVESTMENT |
22.590 |
22.590 |
23.280 |
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DEFERREX TAX ASSETS |
0.000 |
0.000 |
12.330 |
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CURRENT ASSETS, LOANS & ADVANCES |
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Inventories |
896.060
|
942.920 |
918.870 |
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Sundry Debtors |
1348.290
|
1409.280 |
1756.540 |
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Cash & Bank Balances |
2518.920
|
2169.640 |
156.310 |
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Other Current Assets |
0.000
|
0.000 |
0.000 |
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Loans & Advances |
682.110
|
370.460 |
1106.780 |
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Total
Current Assets |
5445.380
|
4892.300 |
3938.500 |
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Less : CURRENT
LIABILITIES & PROVISIONS |
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Current Liabilities |
1482.810
|
1039.380 |
919.040 |
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Provisions |
183.610
|
184.130 |
264.500 |
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Total
Current Liabilities |
1666.420
|
1223.510 |
1183.540 |
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Net Current Assets |
3778.960
|
3668.790 |
2754.960 |
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MISCELLANEOUS EXPENSES |
0.000 |
0.000 |
0.000 |
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TOTAL |
4214.060 |
4104.460 |
3197.410 |
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PROFIT & LOSS
ACCOUNT
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PARTICULARS |
31.03.2006 |
31.03.2005 |
31.03.2004 |
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Sales Turnover |
4767.160 |
4421.780 |
4538.580 |
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Other Income |
325.530 |
0.000 |
0.000 |
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Total Income |
5092.609 |
4421.780 |
4538.580 |
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Profit/(Loss) Before Tax |
506.360 |
322.690 |
301.980 |
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Provision for Taxation |
196.770 |
795.510 |
154.150 |
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Profit/(Loss) After Tax |
309.590 |
1118.200 |
456.130 |
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Earnings in Foreign Currency : |
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Other Earnings |
0.000 |
0.000 |
812.390 |
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Export Calculated on FOB basis |
915.280 |
1111.700 |
0.000 |
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Commission
|
4.070 |
1.34 |
0.000 |
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Freight and insurance on exports |
6.590 |
7.82 |
0.000 |
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Recovery of expenses |
12.840 |
25.71 |
0.000 |
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Engineering fees |
61.300 |
51.75 |
0.000 |
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Total Earnings |
1000.080 |
1198.32 |
812.390 |
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Imports : |
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Others |
0.000 |
910.230 |
933.870 |
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Raw materials |
311.600 |
0.000 |
0.000 |
|
|
Components and Spare parts |
628.410 |
0.000 |
0.000 |
|
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Capital goods |
0.000 |
0.000 |
0.000 |
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Goods for Sale |
72.470 |
0.000 |
0.000 |
|
Total Imports |
1012.480 |
910.230 |
933.870 |
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Expenditures : |
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|
|
|
Manufacturing Expenses |
4509.270 |
0.000 |
0.000 |
|
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Interest |
14.540 |
0.000 |
0.000 |
|
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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) Limited (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 Private Limited 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) Limited (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:
v
Land-Leasehold
v
Land Freehold
v
Buildings
v
Plant and Machinery
v
Computer Software
v
Electrical Installations
v
Furniture Fixture and Equipment
v
Vehicles
v
Small Tools
Company
Description:
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:
v Aero Engineers
v Dhanman Precicast Private Limited
v Ashi Craft Private Limited
v Arun Machine Components
v Grand Polycoats Company Private Limited
v Chamunda Engineering Works
v Lotus Powergear Private Limited
v Shreenathji Fabricators Private Limited
v Precision Autowares Limited
v Cimotec Hydro Machines Private Limited
v Eskay Industries
v Kinamatic Transmission Private Limited
v Aditya Weld Aid Private Limited
v Airpower Engg. Co. Private Limited
v Ajax Engineering Private Lmited
v Ajax Fiori Engineering (I) Limited
v Electro Trade
v Engee Engineering Industries
v Engineered Polymers (I) Private Limited
v Aries Tanks and Vessels (Private ) Limited
v Associated Commercial Enterprises
v Excel Controlinkage Private Limited
v Harita Seating Systems Limited
v Integrated Electric Co Private Limited
v Kombyne Transpak Private Limited
v Krishna Fabrication Private Limited
v Ryder Equipments Private Limited
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:
v Infrastructure Development
v Industrial Productivity
v Climate Control
v 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:
v Infrastructure Development Sector providing solutions for Construction, Road Building, Mining and Drilling applications.
v Industrial Productivity Sector providing various products and services related to air solutions for the commercial and industrial markets.
v 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.
v Security and Safety which offers products and services to enhance security and safety for residential, commercial and institutional buildings.
v 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 :
v Mining
v Rock drills - crawler mounted pneumatic & hydraulic drills
v Rotary drills - crawler rotary blast hole drills
v DHD - down-the-hole hammer & bits.
v Water wells
v Truck mounted drills
v Truck/Skid mounted high-pressure air compressors
v Well rehabilitation units
v Test pump units
Road Development :
v Crawler drills - pneumatic & hydraulic drills
v Hydraulic breakers - primary & secondary rock breakers
v Vibratory soil compactors - Axle / Drum / Pad foot versions
v Vibratory tandem asphalt compactors - mini & highway versions
v Asphalt pavers - sensor pavers with combination screed
v 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
:
v Bobcat skid-steer loaders with over 25 attachments
v Bobcat mini excavators
Industrial
Productivity
v Reciprocating compressors,
v Small range - 2 to 1000cfm / 50psig to 5000psig
v Medium & large range - 50 to 1000cfm / 20 to 650psig
v Centrifugal compressors - 800 to 10000cfm.
New Value-added Service: Equipment
Rental
I-R offers a very attractive rental option for all its products throughout the country.
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
v Over 90,000 air compressors manufactured annually.
v Over 83,000 air compressors exported worldwide.
v 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).
v 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
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.43.59 |
|
UK Pound |
1 |
Rs.85.53 |
|
Euro |
1 |
Rs.58.14 |
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 |
|