MIRA INFORM REPORT

 

 

Report Date :

10.05.2007

 

IDENTIFICATION DETAILS

 

Name :

WARTSILA INDIA LIMITED

 

 

Registered Office :

No: 76, Free Press House, 7th floor, Nariman Point, Mumbai:400021, Maharashtra

 

 

Country :

India

 

 

Financials (as on) :

31.12.2006

 

 

Date of Incorporation :

25.04.1986

 

 

Com. Reg. No.:

062170

 

 

CIN No.:

[Company Identification No.]

L9999MH1986PLC062170

 

 

TAN No.:

[Tax Deduction & Collection Account No.]

MUMW02506A

 

 

PAN No.:

[Permanent Account No.]

AAACW0345D

 

 

Legal Form :

Public limited liability company.  The company's shares are listed on the Stock Exchanges.

 

 

Line of Business :

Manufacturer of power Point Equipments, Power Plants and Turnkey Installation, Generator

 

 

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 9100000

 

 

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 Wartsila OY, AB of Finland.

 

Available information indicates high financial responsibility of the company.  Financial position is good.  Payments are usually correct and as per commitments.

 

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

 

It can regarded as a promising business partner in a long-run. 

 

 

LOCATIONS

 

Registered Office :

No: 76, Free Press House, 7th floor, Nariman Point, Mumbai:400021, Maharashtra, India

Tel. No.:

91-22-22875995, 22815601, 22840427

Mobile No.:

 

Fax No.:

91-22-22026614, 22875572, 22840427

E-Mail :

wincorporate@wartsila.com

Pradeep.maillick@wdin.wiprobt.ems.vsnl.net.in

Website :

http://www.wartsila.com

 

 

Other Location:

Navi Delhi, Chennai, Nagpur, New Mumbai, Noida, Secunderabad

 

 

Corporate Office :

48, Neco Chambers, Sector 11 CBD Belapur, Navi Mumbai 400 614

Tel. No.:

91-22-2757 5361 / 71

Fax No.:

91-22-2757 5176 / 77 / 78

 

 

Factory 1 :

Vishram Panchpor, Opp. Govt. Rest House, Mumbai-Pune Road ,Shilpata, Khopoli 410 203

Tel. No.:

91-2192-264389 / 264390

Fax No.:

91-2192-263314

 

 

EOU:

Opp. Govt. Rest House, Mumbai-Pune Road, Shilpata, Khopoli 410 203

Tel. No.:

91-2192-262895

Fax No.:

91-2192-263314

 

 

 


 

 

DIRECTORS

 

Name :

Mr. Subodh Bhargava

Designation :

Chairman cum Directors

 

 

Name :

Mr. Bankmali Agarwala

Designation :

Managing Director

 

 

Name :

Mr. Pradip Shah

Designation :

Director

 

 

Name :

Mr. Pekka Ahiqvish

Designation :

Director

 

 

Name :

Mr. Christoph Vitzthum

Designation :

Director

 

 

Name :

Mr. Jaakko Eskola

Designation :

Director

 

 

KEY EXECUTIVES

 

Name :

Mr. Manek Kalyaniwala

Designation :

Head -Finance  Secretarial

 

 

Name :

Mr. Vishram Panchpor

Designation :

Company Secretary

 

 

MAJOR SHAREHOLDERS

 

Names of Shareholders

No. of Shares

Percentage of Holding

Promoters' holding

 

 

 

Foreign Promoters

10,793,401

89.69

Sub Total:

10,793,401

89.69

Non-Promoters' holding

Institutional Investors

 

 

Mutual Funds & UTI

500

0.00

Banks, FIs, Insurance Companies

732,417

6.09

Flls

1,000

0.01

Sub Totla:

733,917

6.10

Others

 

 

Private Corporate Bodies

41,430

0.34

Indian Public

444,339

3.69

NRIs/OCBs

17,751

0.15

Trusts

45

0.00

Transit Demat

3,117

0.03

Sub-Total:

506,682

4.21

Grand Total:

12,034,000

100.00

Wartsila Corporation

7,156,101

59.46

Wartsila Technology Oy Ab

3,637,300

30.23

Life Insurance Corporation of India

507,156

4.21

The Oriental Insurance Company Limited

225,061

1.87

Grand Total:

11,525,618

95.77

 

 

BUSINESS DETAILS

 

Line of Business :

Manufacturer of power Point Equipments, Power Plants and Turnkey Installation, Generator

 

 

Products :

Product Description

Item Code No:

Diesel Generating Set

85021304

 

 

 

GENERAL INFORMATION

 

No. of Employees :

1001

 

 

Bankers :

  • Bank of India
  • Bank of Baroda
  • Citi Bank
  • Central Bank of India
  • HDFC Bank Limited
  • Standard Chartered Bank

 

 

Facilities :

Secured Loan:

As on 31.12.2006 Rs. in Millions

Other Loan:

 

[Repayable within one year Rs. 170.815 Millions

(Previous year - Rs. 33.024 Millions)]

 

0.170

 

 

 

Banking Relations :

--

 

 

Auditors :

 

Name :

S. B. Billimoria & Company

Chartered Accountants

 

 

Holding Company  :

Wartsila Corporation, Finland

 

 

Associates/Subsidiaries :

Ciserv Limited, Singapore

Ciserv Limited, United Arab Emirates

Ciserv Netherlands BV, The Netherlands

Deep Sea Seals Ltd., Great Britain

Japan Marine Technologies Ltd., Japan

Ogessa SA, Ecuador

Wartsila Arab Mediterranean Power Ltd., Egypt

Wartsila Australia (Pty) Limited, Australia

Wartsila Brasil Ltda. Brazil

Wartsila China Ltd., China

Wartsila Development and Financial Services, Finland

Wartsila Denmark AS, Denmark

Wartsila Deutschland GmbH, Germany

Wartsila Enpa A. S.

Wartsila Finland Oy, Finland

Wartsila France SA, France

Wartsila France SAS, France

Wartsila Greece S.A, Greece

Wartsila Gulf FZE, United Arab Emirates

Wartsila Indonesia Ltd., Indonesia

Wartsila Italia S.p.A, Italy

Wartsila Japan Ltd., Japan

Wartsila Korea Limited, South Korea

Wartsiia Lips Defence SA, France

Wartsila LLC, United Arab Emirates

Wartsila Lanka (Private) Limited, Sri Lanka

Wartsila Netherlands BV, The Netherlands .

Wartsila North America Inc., United States of America

Wartsila Norway AS, Norway

Wartsila Operations and Maintenance Ltd. Oy, Finland

Wartsila Philippines Inc., Philippines

Wartsila Polska Sp.z.o.o., Poland

Wartsila Power Contracting Company Ltd., Saudi Arabia

Wartsila Propulsion AS, Norway

Wartsila Propulsion Netherlands B.V., The Netherlands

Wartsila Saudi Arabia Limited, Saudi Arabia

Wartsila Singapore Pte Ltd., Singapore

Wartsila South Africa (Pty) Limited, South Africa

Wartsila Sweden AB, Sweden

Wartsila Switzerland Ltd., Switzerland

Wartsila Taiwan Ltd., Taiwan

Wartsila UK Ltd., Great Britain

 

 

CAPITAL STRUCTURE

 

Authorised Capital :

No. of Shares

Type

Value

Amount

15000000

Equity Shares

Rs.10/- each

Rs.150.000 Millions

 

 

Issued, Subscribed & Paid-up Capital :

No. of Shares

Type

Value

Amount

12034000

Equity Shares

Rs. 10/- each

Rs.120.340 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

120.340

120.340

120.300

2] Share Application Money

0.000

0.000

0.000

3] Reserves & Surplus

1992.337

1857.697

1612.100

4] (Accumulated Losses)

0.000

0.000

0.000

NETWORTH

2112.677

1978.037

1732.400

LOAN FUNDS

 

 

 

1] Secured Loans

170.816

203.839

236.200

2] Unsecured Loans

0.000

0.000

0.000

TOTAL BORROWING

170.816

203.839

236.200

DEFERRED TAX LIABILITIES

16.358

31.000

0.000

 

 

 

 

TOTAL

2299.849

2212.876

1968.600

 

 

 

 

APPLICATION OF FUNDS

 

 

 

 

 

 

 

FIXED ASSETS [Net Block]

480.125

476.567

500.200

Capital work-in-progress

10.473

45.506

2.100

 

 

 

 

INVESTMENT

1000.113

926.729

913.300

DEFERREX TAX ASSETS

0.000

0.000

0.000

 

 

 

 

CURRENT ASSETS, LOANS & ADVANCES

 

 

 

 

Inventories

265.824

268.844

319.100

 

Sundry Debtors

761.733

680.669

588.800

 

Cash & Bank Balances

69.603

101.205

72.300

 

Other Current Assets

0.000

0.000

0.000

 

Loans & Advances

1179.946

938.098

697.000

Total Current Assets

2277.106

1988.816

1677.200

Less : CURRENT LIABILITIES & PROVISIONS

 

 

 

 

Current Liabilities

642.610

534.821

592.200

 

Provisions

825.358

689.921

532.000

Total Current Liabilities

1467.968

1224.742

1124.200

Net Current Assets

809.138

764.074

553.000

 

 

 

 

MISCELLANEOUS EXPENSES

0.000

0.000

0.000

 

 

 

 

TOTAL

2299.849

2212.876

1968.600

 

PROFIT & LOSS ACCOUNT

 

PARTICULARS

 

31.03.2006

31.03.2005

31.03.2004

Sales Turnover

2710.607

2854.002

2485.700

Other Income

43.659

55.303

354.300

Stock Adjustment

 

 

19.600

Total Income

2754.266

2909.305

2859.600

 

 

 

 

Profit/(Loss) Before Tax

272.987

407.655

401.100

Provision for Taxation

(94.529)

(133.970)

141.500

Profit/(Loss) After Tax

178.458

273.685

259.600

 

 

 

 

Earnings in Foreign Currency :

 

 

 

 

Export Earnings

103.829

118.193

0.000

 

Commission Earnings

189.778

127.310

0.000

 

Other Earnings

219.874

242.180

0.000

Total Earnings

513.481

487.683

0.000

 

 

 

 

Imports :

 

 

 

 

Diesel Generating Sets

0.000

104.733

0.000

 

Stores & Spares

554.120

485.265

0.000

 

Capital Goods

4.599

30.095

0.000

Total Imports

558.719

620.093

0.000

 

 

 

 

Expenditures :

 

 

 

 

Cost of Goods Sold

1427.613

1528.666

0.000

 

Manufacturing Expenses

0.000

0.000

0.000

 

Administrative Expenses

939.694

870.794

0.000

 

Interest

29.006

30.843

0.000

 

Raw Materials

0.000

0.000

1452.900

 

Excise Duty

0.000

0.000

21.000

 

Power & Fuel Cost

0.000

0.000

13.100

 

Other Manufacturing Expenses

0.000

0.000

247.000

 

Employee Cost

0.000

0.000

306.900

 

Selling and Administration Expenses

0.000

0.000

198.100

 

Miscellaneous Expenses

0.000

0.000

129.300

Total Expenditure

2396.313

2430.303

2368.300

 

QUARTERLY / SUMMARISED RESULTS

 

PARTICULARS

 

 

 

31.03.2007

Type

 

 

 1st Qtr

Sales Turn Over

 

 

649.100

 Other Income

 

 

 13.500

 Total Income

 

 

 662.600

 Total Expenditure

 

 

 569.100

 Operating Profit

 

 

 93.500

 Interest

 

 

 06.900

 Gross Profit

 

 

 86.600

 Depreciation

 

 

 19.500

 Tax

 

 

 36.500

 Reported PAT

 

 

 40.700

 

200703 Quarter 1 --------------- Notes Expenditure Includes (Increase)/Decrease in Stock in Trade Rs (33.90) million Consumption of Raw Materials & Cost of Services Rs 369.80 million Staff Cost Rs 125.20 million Other Expenditure Rs 108.00 million Tax Includes Provision for Current Tax Rs 31.10 million Deferred Tax Rs (10.10) million Fringe Benefit Tax Rs 5.40 million EPS is Basic & Diluted Status of Investor Complaints for the quarter ended March 31, 2007 Complaints Pending at the beginning of the quarter Nil Complaints Received during the quarter 02 Complaints disposed off during the quarter 02 Complaints unresolved at the end of the quarter Nil 1. The above results have been taken on record by the Board of Directors at their meeting held on April 16, 2007. 2. The Company has only one reportable segment - Power which caters to the requirements of power for industry utilities and ship power. 3. Pursuant to Clause 41 of the listing Agreement with the stock exchanges the above Unaudited Financial results for the quarter and period ended March 31, 2007 will be subjected to limited review by the statutory auditors. 4. During the quarter pursuant to the Delisting offer made by Wartsila Corporation (The Acquirer) through its 100% subsidiary Wartsila Technology Oy Ab (Person Acting in concert) 828499 shares (6.89% of the paid up capital) of the Company were acquired by them thereby increasing the promoter holding from 89.69% to 96.58% of the paid up capital of the Company. As the public shareholding has fallen below the minimum level stipulated under the listing agreement the shares of the Company will shortly be delisted from the Stock Exchanges viz the Bombay Stock exchange Ltd and the National Stock Exchange of India Ltd. 5. The figures of the previous year and corresponding quarter of the previous year have been regrouped to conform to the figures reported for the current year.

 

KEY RATIOS

 

PARTICULARS

 

31.12.2006

31.12.2005

31.12.2004

Debt-Equity Ratio

0.09

0.12

0.16

Long Term Debt-Equity Ratio

0.09

0.12

0.16

Current Ratio

1.54

1.53

1.49

TURNOVER RATIOS

 

 

 

Fixed Assets

2.68

3.02

2.98

Inventory

9.10

8.69

8.39

Debtors

3.37

4.03

4.48

Interest Cover Ratio

8.31

10.90

14.17

Operating Profit Margin(%)

14.60

18.23

17.98

Profit Before Interest And Tax Margin(%)

11.11

15.44

15.44

Cash Profit Margin(%)

9.84

12.22

11.81

Adjusted Net Profit Margin(%)

6.34

9.43

9.27

Return On Capital Employed(%)

12.10

19.01

20.56

Return On Net Worth(%)

7.54

13.00

14.26

 

STOCK PRICES

 

Face Value

Rs.10.00

High

Rs.606.00

Low

Rs.600.00

 

 

LOCAL AGENCY FURTHER INFORMATION

 

Operations

The Company's turnover for 2006 declined by 5% to Rs. Milliosn2754 and the profit after tax registered a drop of 35% to MINR 178 primarily on account of reduced orders due to the high cost of fuel prices and the resultant

increase in the cost of power. The shortfall in sales of power plants was compensated partly by increase in service sales and ship power sales. the Company has one reportable segment- Power Business.

 

During the year, the Company undertook a review of the reportable segments on the basis of an analysis of the current profile of the products and services offered by the Company, the current organization structure, internal reporting framework, and the segment reporting principles followed by the parent company and after reassessing

the risk and return profile concluded that the Company has one reportable segment- Power Business.

 

The delivery of power plants during the year 2006 aggregated to 94 MW (154 MW last year). During the same period, capacity commissioned totalled 157 MW (104 MW last year). The cumulative deliveries of power

plants to customers upto 31st December, 2006 aggregated 3084 MW, of which 3037 MW has been commissioned and operating

 

while 47 MW is under installation and likely to be commissioned during 2007. In addition, as on 31st December, 2006, orders totaling 34 MW (82 MW last year) are on hand for delivery and execution during 2007. The order intake during the year 2006 was 86 MW as compared to 188 MW in the year

2005. The service network of the Company continues to support customers through its well-networked offices and spare parts logistics. As of 31st December, 2006, the Company operates and manages over 62

power plant sites covering 151 engines and three steam turbine generators totaling around 764 MW (compared to 60 power plants and 664 MW as of 31st December,2005).

 

Ship Building market remained buoyant with shipping companies and Navies continuing to increase tonnage/capacity. Shipping sector is emerging as a major industry with economic growth and increasing globalisation and the Government policies being more focused towards this sector.

 

Significant numbers of orders were placed by Indian shipyards on the Wartsila Group for 4 stroke engines, 2 stroke engines, highspeed engines and Propulsion Systems.

 

Coastal Wartsila Petroleum Private Limited (CWPL) — A 50:50 Joint Venture with Coastal Energy Resources Limited, Mauritius

The voluntary winding-up of CWPL, whichcommenced in the year 2003, is in progress, pending finalisation of the statutory assessments under Sales Tax and other allied laws. The carried over loss (before tax) as on

31st December, 2006 is Rs. 16 million.

 

Term Loan

The Company had in the year 2003 availed a term loan of Rs. 300 million to finance one Power Plant on 'Build Own and Operate' (BOO) basis. The loan is repayable over a period of ten years from the proceeds

of Power Conversion Agreement with the Customer. The term loan is secured by way of hypothecation of the Power Plant Equipment located at the Customer's site and a portion of receivables - present and

future. The Agreement provides that in cases of specified instances of default by the Customer, the lender shall have the right to proceed only against the Customer and the assets offered as security for recovery of

their dues and under such circumstances, the Lender will not have recourse to the Company.

During the year 2005, the lending institution had assigned the outstanding term loan along with the mortgage and securities attached thereto to a non-banking financial company. The servicing of the loan has been in accordance of the schedule. The Company has in December, 2006 received a Buy

Out Notice from the Customer as per the Agreement and the sale of the power plant is expected to be completed during the current year. The term loan will be foreclosed prior to transfer of assets.

 

Public Announcement by Wartsila Corporation

Wartsila Corporation has made a Public Announcement, under the SEBI (Delisting of Securities) Guidelines, 2003, specifying its intention to acquire, through its 100% subsidiary Wartsila Technology Oy Ab, from

the public shareholders 12,40,599 equity shares constituting 10.31% of the paid-up share capital of the Company. The price for the said acquisition will be determined through the reverse book-building process.

Subject to Wartsila Corporation obtaining  the requisite approvals, the bid period is scheduled to commence from 5th March, 2007 and close on 9th March, 2007. However, delay, if any, in receipt of any of

the statutory approvals, may require the bid period to be rescheduled. Consequent to the acquisition of shares, if the public shareholding falls below the minimum level of public shareholding, steps will be taken to

delist the shares of the Company from both the Stock Exchanges viz. the Bombay Stock Exchange Limited (BSE) and the National Stock Exchange of India Limited (NSE).

 

 

Fixed Assets;

Land- Freehold

Building

Plant and Machinery

Furniture, fitting and Office Equipments

Vehicles

Technical Known-how

 

Contingent Liabilities:

Particular

31.12.2006 (Rs. in Millions)

Guarnatees issued by banks to third parties on Company’s behalf (secured by Hypothecation of tangible movable assets(both present and Future) abnd a second charge on all immovable properties (both present and future)

215.574

Corporate guarantees issued to third parties

39.600

Letter of Credit

11.060

Sales tax demands - matters under appeal

78.669

Income tax demands - matters under appeal

38.599

Customs duty demands

27.280

Bills discounted with banks

41.399

Other demands

11.678

 

 

(a) Capital Work in Progress of Rs. 10.473 Millions (Previous year Rs.45.506 Millions) includes an amount of

Capital Advance of Rs. 10.378 Millions (Previous year Rs.4.099 Millions).

(b) Estimated amount of contracts remaining to be executed on capital account and not provided for Rs. 13.513

Millions (Previous year Rs. 12.106 Millions) net-of advances paid Rs. 10.378 Millions (Previous year

Rs. 4.099 Millions).

 


 

History

 

Subject was incorporated on 25th April, 1986 at Delhi having Company Registration Number 24042.  Subsequently, the Registered Office of the company was transferred from Delhi to Mumbai in Maharashtra w.e.f. 21.06.1991 and a new Company Registration Number 62170 of Mumbai ROC was obtained.

 

Subject known previously as Wartsila Diesel, was promoted by Oy Wartsila, Finland, Finnish Fund for Industrial Development Co-operation, Shapoorji Pallonji & Company Private Limited and Banaras House. Recently, Wartsila Diesel International (erstwhile Wartsila) raised its stake to 51%. The company commenced commercial production at Khopoli, Maharashtra, in 1990. In 1997, operations of Wartsila and Sulzer were merged and its name was changed to Wartsila NSD India Limited.


The company entered the capital market in May, 1989 with a public issue to part-finance its Rs 225 millions project to manufacture high-capacity, medium-speed diesel engines and generating sets in the range of 500 to 7500 KW, which were till then, imported from Oy Wartsila, Finland. The diesel generating set, comprising a diesel engine and an alternator, is used as a preferred alternative to captive power generation. The high-capacity DG sets are used by large industries for captive generation of electricity.  

 
The company assembles 3 MW to 6 MW DG sets by importing critical components and sourcing other equipments from vendors in India. It also helps its collaborator market its DG sets above 6MW in India.   In 1994, the company was accredited with the ISO 9001 certification by RWTUV, Germany.  

 
The company invested a sum of Rs 85 millions in Coastal Wartsila Petroleum Private Limited - a 50:50 joint venture with Coastal Energy Resources Limited,  Mauritius, which commenced its operation in December, 1998.  It provides regular maintenance services to almost 85% of the total installation of 1567 MW.  


The company has identified Independent Power Producers and utilities as the main focus areas and expects to earn one-third of its revenues from these two in the next few years. The company has transformed itself into a total solution provider during the year 2000. 


Two gas projects and one dual fuel project are under installation, due for commissioning in early 2002. With effect from 1st April, 2001 Wartsila Operations & Maintenance India Limited was amalgamated with the company and became 100% subsidiary.

 

 

 

In 1986, Wartsila Diesel India Limited (WDIL) was promoted by Wartsila OY AB of Finland, Finnish Fund for Industrial Development Corporation (FinnFund), Shapoorji Pallonji & Company Private Limited and Banaras House, to manufacture diesel engines/ generating sets (DG sets).  Earlier, Wartsila had a presence in India through their sales agent, Banaras House. Thereafter, till WDIL's Khopoli factory was commissioned, the company marketed DG sets imported from its' parent company. The Rs. 222 mn Khopoli project was completed in November, 1989. WDIL had its' Rs. 40 m IPO in May 1989 to part finance its project, to manufacture high capacity, medium speed diesel engines and DG sets in the range of 0.5MW to 7.5MW.

 

In 1997, in line with the parent company's global merger with NSD India Limited, the company's name was changed to Wartsila NSD India Limited. The business of NSD India Limited had been merged with the company, providing a boost to the later's marine engine business.

 

The company entered the capital market in May, 1989 with a public issue to part finance its Rs. 225 millions project to manufacture high capacity, medium speed diesel engines and generating sets in the range of 500 to 7500 KW, which were till then, imported from OY Wartsila, Finland.  The diesel generating set, comprising a diesel engine and an alternator, is used as a preferred alternative to captive power generation.  The high capacity DG sets are used by large industries for captive generation of electricity.

 

The Wartsila Diesel group, a part of the Metra Corporation of Finland, is the world's largest manufacturer of medium speed diesel engines and a major supplier of high speed diesel engines. It also has commendable expertise in power plant technology.

 

In 1994, Wartsila set up a 50:50 joint venture with Cummins Engine Company, USA, the world's leading high speed diesel engine manufacturer, to combine their individual strengths and develop new heavy duty, high speed engines - which were launched in 1996. In 1997 January, Metra Corporation entered into an agreement with Fincantieri of Italy to merge their diesel activities, viz New Sulzer Diesel (NSD), Grandi Motori and Diesel Ricerche, with Wartsila Diesel. This has led to the formation of Wartsila NSD Corporation, the world's largest engine producer. The new company provides a complete diesel & gas engine portfolio which covers an output range from 520KW to 66MW for both power generation and marine markets.


Subject is an Indo-Finnish joint venture, promoted by the Wartsila Group, who have a 51% share.  The Wartsila Group is the leading global ship power supplier and a major provider of solutions for decentralised power generation and of supporting services.

 

Subsequent to the approval by the shareholders on 13th December, 2000, the name of the company was changed from Wartsila NSD India Limited to Wartsila India Limited effective 1st January, 2001 in keeping with the identity of the Group.

 

Business:

 

Subject is engaged in the business of manufacturing  and marketing of diesel generating set.

 

The company undertakes total turnkey assignments for the entire range of power plants, including design, engineering, procurement and construction.

 

The company assembles 3 MW to 6 MW DG sets by importing critical components and sourcing other equipments from vendors in India.  It also helps its collaborator to market its DG sets above 6 MW in India.  In 1994, the company has been accredited with ISO 9001 Certification by RWTUV, Germany.

 

The company invested a sum of Rs. 85 millions in Coastal Wartsila Petroleum Private Limited – a 50:50 joint venture with Coastal Energy Resources Limited, Mauritius, which commenced its operations in December, 1998.  It provides regular maintenance services to almost 85% of the total installation of 1567 MW.

 

The company has identified Independent Power Producers and utilities as the main focus areas and expects to earn one-third of its revenues from these two in the next few years.  The company has transformed itself into a total solution provider during the year 2000.

 

Two gas projects and one duel fuel project are under installation, due for commissioning in early 2002.  With effect from 1st April, 2001, Wartsila Operations & Maintenance India Limited was amalgamated with the company and became 100% subsidiary. 

 

In 2000-01, the company entered into contract for supply of High Speed DG sets for auxiliary power for naval requirements. 

 

The first ship set was expected to be delivered in the October, 2002.

 

Power Division :

 

In the background of uncertainty in the global and domestic markets, subject’s delivery of Power Plants during the year under review continued to be low aggregating to 110MW (142 MW last year)- CPP segment 92MW (107 MW) and IPP/utility segment 18 MW (35 MW). During the same period. The capacity commissioned totalled 140 MW (154 MW last year). As cans been seen the Industrial Captive Power Plants markets has dipped during the year.

 

The cumulative deliveries of Power Plants to Indian customers upto 31st December, 2003 aggregated 2508 MW, of which 2412 MW have been commissioned and operating while 96 MW will be under installation in 2004. In addition, orders totalling 24 MW are on hand for delivery and execution during 2004.

 

The total order intake during the year under report was almost at the same level as the previous year (115 MW as compared to 113 MW last year). This year a majority of the orders were from process and engineering textiles and chemical sectors for baseload Power Plants.

 

There is an emerging opportunity for industrial CPPs of lower Megawatt rating. It’s product portfolio and service offering are being reoriented to capture this development.

 

The service network, strategically spread across the country with regional presence in 7 cities backed with computerised spare parts logistics support ensure an efficient round the clock service for 526 DG Sets generating 2584 MW for its 184 customers.

 

Subject also offers on-site round the clock operations and maintenance of land-based power plants. Awareness of the benefits of a comprehensive operations and maintenance setup is increasing. As on 31st December, 2003, subject operated and maintained 47 power plant sites covering 98 engines totalling around 484 MW (compared to 33 power plants and 348 MW as on 31st December, 2002) representing a year-on-year growth of around 39% in new agreements. Further, subject has entered into “Operate and Maintenance” contracts for 68 MW at 6 sites for which the “Operate and Maintenance” activities will commence in the first quarter of 2004.

 

Subject has also started marketing of special products and services which facilitate maintenance procedures and enhance operating efficiency of the plants in operation.

 

The company is in trade terms with :

 

K. P. Foundaries

Filteration Engineering India

Excelhone Manufacturing India Private Limited 

 

The company has been accredited with ISO 9001 Certification.

 

The company employs around 742 persons in it’s set up.

 

The company's fixed assets of important value include freehold land, buildings, plant & machinery, furniture, fittings & office equipments and vehicles.

 

 


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.41.34

UK Pound

1

Rs.81.81

Euro

1

Rs.55.74

 

 

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