MIRA INFORM REPORT

 

Report Date :

28.05.2007

 

IDENTIFICATION DETAILS

 

Name :

DIFFUSION ENGINEERS LIMITED

 

 

Registered Office :

T 5 & 6, MIDC, Hingna Industrial Area, Nagpur -  440 066, Maharashtra

 

 

Country :

India

 

 

Financials (as on) :

31.03.2005

 

 

Date of Incorporation :

10.02.2000

 

 

Com. Reg. No.:

124154

 

 

CIN No.:

[Company Identification No.]

U99999MH2000PTC124154

 

 

TAN No.:

[Tax Deduction & Collection Account No.]

NGPD02549B

 

 

Legal Form :

It is a closely held public limited liability company.

 

 

Line of Business :

Manufacturing, Importing and Exporting of Welding Electrodes, Alloys, SOP, Corodur Flex, Wires for Reconditioning, all Other Engineering and Allied Products.

 

 

RATING & COMMENTS

 

MIRA’s Rating :

Ba

 

RATING

STATUS

PROPOSED CREDIT LINE

41-55

Ba

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

Satisfactory

 

Maximum Credit Limit :

USD 398000

 

 

Status :

Satisfactory

 

 

Payment Behaviour :

Regular

 

 

Litigation :

Clear

 

 

Comments :

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

 

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

 

 

LOCATIONS

 

Registered Office / Head

Office / Factory 1:

T 5 & 6, MIDC, Hingna Industrial Area, Nagpur -  440 066, Maharashtra, INDIA

Tel. No.:

91-7104-36046 / 32084 / 34727

Fax No.:

91-7104-32085

E-Mail :

diffeng@nagpur.dot.net.in

Website :

http://www.diffusionengineers.com

 

 

Factory 2 :

N-78 and 79, MIDC, Hingna Industrial Area, Nagpur – 440 016, Maharashtra, India

Tel. No.:

91-7104-236036

E-Mail :

info@diffusionengineers.com

 

 

Branch 1:

Chennai:

12, 3rd Floor, D-Block, Doshi Gardens, 174, Arcot Road, Vadapal, Chennai – 600 026, Tamilnadu, India

Tel. No.:

91-44-2365437

E-Mail :

chennai@diffusionengineers.com

 

 

Branch 2:

Faridabad:

No. 765, Sector 16, Faridabad – 121 006, Haryana, India

Tel. No.:

91-129-224682

E-Mail :

faridabad@diffusionengineers.com

 

 

Branch 3:

Jamshedpur:

Flat No. 205, Pushpanjali Apartment, Contractors Area, Bistu, Jamshedpur – 111111, Jharkhand

Tel. No.:

91-657-2238593

E-Mail :

jamshedpur@diffusionengineers.com

 

 

Branch 4:

Pune:

320, The pantagone, Sahahu College Road, Off. Satara Road, Pune – 411 009, Maharashtra, India

Tel. No.:

91-20-5602037

E-Mail :

Pune@diffusionengineers.com

 

 

Branch 5:

Raipur:

No. 16, 2nd Floor, Millennium Plaza, G E Road, Raipur – 411 009, Chattisgarh, India

Tel. No.:

91-771-5035830

E-Mail :

raipur@diffusionengineers.com

 

 

Branch 6:

Secunderabad:

No. 501, Chenoy Trade Centre, 116 Park Lane, Secunderabad – 500 003, Andhra Pradesh, india

Tel. No.:

91-40-5532653

E-Mail :

secunderabad@diffusionengineers.com

 

 

Branch 7:

Vadodara:

203, Sakar, opposite ABS Tower, Haribhakti Extention, Opposite padra Road, Vadodara – 111111, Gujarat, India

Tel. No.:

91-265-23333541

E-Mail :

baroda@diffusionengineers.com

 

 

DIRECTORS

 

Name :

Mr. N. S Gopalakrishnan

Designation :

Chairman & Managing Director

Address :

286 C, 10th Main, V Block, Jayanagar, Bangalore – 560 041, Karnataka

 

 

Name :

Mr. N K Garg

Designation :

Joint Managing Director

Address :

803, Jai Kalpana, Ramdass Peth, Nagpur, Maharashtra 

 

 

Name :

Mr. A. T. Harinath

Designation :

Director

Address :

Deena Villa, 12-5-149/20, Vijayapuri, South Lalguda, Secunderabad, Andhra Pradesh

 

 

Name :

Mr. S Venkataraman

Designation :

Director

 

 

Name :

Mr. Mydur Anand

Designation :

Director

 

 

Name :

Mr. P D Gupta

Designation :

Director

 

 

Name :

Mr. A V Rama Rao

Designation :

 Technical Director

 

 

Name :

Mr. H R Katti

Designation :

Nominee Director – IIBI Limited

 

 

Name :

Mr. Mantred Kluge

Designation :

Nominee Director – Corodur

 

 

Name :

Mr. Subba Rao T

Designation :

Nominee Director – Nandi Investments Limited

 

 

Name :

Mr. Prashant Garg

Designation :

Director

                                                   

 

 

 

 

KEY EXECUTIVES

 

Name :

Mr. Jayanta Bose

Designation :

Vice President - Marketing

 

 

Name :

Mr. A S Bumrah

Designation :

Vice President - Works

 

 

Name :

Mr. Sushil Punyani

Designation :

Assistant Marketing Manager

 

 

MAJOR SHAREHOLDERS / SHAREHOLDING PATTERN

 

Names of Shareholders

 

No. of Shares

Mr. N. S. Gopalakrishnan

 

444

Mr. N. K. Garg

 

442

Mr. Raju H. Mirchandani

 

250

Mr. G. G. Trasi

 

442

Mr. A. T. Harinath

 

442

Mrs. Vijayalaxmi S. Nathan

 

250

Mr. C. V. S. Sundaresan

 

250

 

 

BUSINESS DETAILS

 

Line of Business :

Manufacturing, Importing and Exporting of Welding Electrodes, Alloys, SOP, Corodur Flex, Wires for Reconditioning, all Other Engineering and Allied Products.

 

 

Products :

  • Cobalt and Tungsten Carbide Alloys
  • Cold Repair Products
  • Colmonoy Powders and Coated Electrodes
  • Flux Cored Wires
  • Gas Welding Alloys
  • Lo Temp and Antiwear Welding Electrodes
  • Sop-Containing the Unique Ultrahard Chromium Borides
  • Super Spray System For Thermal Spraying
  • Tig-Mig Filler Wires
  • Tubular Products
  • Wear Plates

 

 

Agencies Held :

  • Lotemp,
  • Tubaloy
  • Corodur

 

 

Exports :

 

Products :

Welding Electrodes, SOP & Corodur Wires

 

 

Imports :

 

Products :

Raw materials, finished goods and capital goods.

 

GENERAL INFORMATION

 

No. of Employees :

250  (Factory: 200; Office: 50)

 

 

Bankers :

Ř       Syndicate Bank, III Block, Jayanagar, Bangalore - 560 011, Karnataka

Ř       IDBI Bank Limited, 58 Mission Road, Bangalore - 560 027, Karnataka

Ř       Bank of India, Hill Road (Bandra) Branch, Mumbai – 400 050

 

 

 

Banking Relations :

Satisfactory

 

 

Auditors :

 

Name :

Nataraj Associates

Chartered Accountants

Address :

Bangalore, Karnataka, India

 

 

Associates/Subsidiaries :

Ř       Diffusion Super Conditioning Services Limited

 

 

CAPITAL STRUCTURE

 

Authorised Capital :

No. of Shares

Type

Value

Amount

25,00,000

Equity Shares of

Rs. 10.00 each

Rs. 25.000 millions

 

Issued, Subscribed & Paid-up Capital :

No. of Shares

Type

Value

Amount

20,70,000

Equity Shares of

Rs. 10.00 each

Rs. 20.700

 millions

 

 

FINANCIAL DATA

[all figures are in Rupees Millions]

 

 

ABRIDGED BALANCE SHEET

 

SOURCES OF FUNDS

 

31.03.2005

31.03.2004

31.03.2003

SHAREHOLDERS FUNDS

 

 

 

1] Share Capital

20.000

20.000

16.000

2] Share Application Money

0.000

0.000

0.000

3] Reserves & Surplus

79.500

70.600

59.400

4] (Accumulated Losses)

0.000

0.000

0.000

NETWORTH

99.500

90.600

75.400

LOAN FUNDS

 

 

 

1] Secured Loans

80.600

66.800

68.700

2] Unsecured Loans

0.000

2.500

15.500

TOTAL BORROWING

80.600

69.300

84.200

DEFERRED TAX LIABILITIES

0.000

0.000

0.000

 

 

 

 

TOTAL

180.100

159.900

159.600

 

 

 

 

APPLICATION OF FUNDS

 

 

 

 

77.000

69.300

67.800

FIXED ASSETS [Net Block]

0.000

0.000

0.000

Capital work-in-progress

 

 

 

 

 

 

 

INVESTMENT

7.600

4.100

3.600

DEFERREX TAX ASSETS

0.000

0.000

0.000

 

 

 

 

CURRENT ASSETS, LOANS & ADVANCES

 

 

 

 

Inventories

43.400

44.100

35.500

 

Sundry Debtors

52.500

41.500

48.000

 

Cash & Bank Balances

30.300

25.800

28.900

 

Other Current Assets

0.000

0.000

0.000

 

Loans & Advances

34.400

33.400

27.200

Total Current Assets

160.600

144.800

139.600

Less : CURRENT LIABILITIES & PROVISIONS

 

 

 

 

Current Liabilities

36.800

33.400

27.200

 

Provisions

28.300

24.900

23.300

Total Current Liabilities

65.100

58.300

50.500

Net Current Assets

95.500

86.500

88.200

 

 

 

 

MISCELLANEOUS EXPENSES

0.000

0.000

0.000

 

 

 

 

TOTAL

180.100

159.900

159.600

 

PROFIT & LOSS ACCOUNT

 

PARTICULARS

 

31.03.2005

31.03.2004

31.03.2003

Sales Turnover

314.000

260.200

227.900

Other Income

1.400

0.300

0.400

Stock Adjustments

0.900

4.900

1.600

Total Income

316.300

265.400

229.900

 

 

 

 

Profit/(Loss) Before Tax

33.600

28.800

27.500

Provision for Taxation

12.000

11.500

8.000

Profit/(Loss) After Tax

21.600

17.300

19.500

 

 

 

 

 

 

 

 

Expenditures :

 

 

 

 

Raw Materials

123.100

92.200

75.500

 

Excise Duty

37.900

34.900

29.100

 

Power and Fuel Cost

4.100

3.600

2.800

 

Other Manufacturing Expenses

9.000

6.000

4.800

 

Employee Cost

38.800

34.000

29.000

 

Selling and Administration Expenses

34.000

31.300

27.900

 

Miscellaneous Expenses

18.900

17.400

16.600

 

Interest and Financial Charges

4.700

6.000

5.800

 

Depreciation

12.200

11.200

10.900

Total Expenditure

282.700

236.600

202.400

 

 

KEY RATIOS

 

PARTICULARS

 

 

31.03.2005

31.03.2004

31.03.2003

Debt Equity Ratio

 

0.79

0.92

1.09

Long Term Debt-Equity Ratio

 

0.79

0.92

1.09

Current Ratio

 

2.47

2.61

2.92

TURNOVER RATIOS

 

 

 

 

Fixed Assets

 

2.45

2.32

2.38

Inventory

 

7.18

6.54

7.01

Debtors

 

6.68

5.81

5.30

Interest Cover Ratio

 

8.15

5.80

5.74

Operating Profit Margin

(%)

16.08

17.68

19.39

Profit Before Interest and Tax Margin

(%)

12.20

13.37

14.61

Cash Profit Margin

(%)

10.76

10.95

13.34

Adjusted Net Profit Margin

(%)

6.88

6.65

8.56

Return on Capital Employed

(%)

22.53

21.78

22.19

Return on Net Worth

(%)

22.72

20.84

27.20

 

 

 

LOCAL AGENCY FURTHER INFORMATION

 

 

Industry

 

The year 1997-98 was a year of great difficulty for the electrodes industry. Industrial growth was lower during 1997-98, compared to that of the previous year. An analysis of this industrial growth shows that several sectors, especially the core sectors, witnessed a very low growth – some of which were even negative. Steel consumption registered a decline – consequently for the welding industry it was another year of stagnation. The policies of the government and the subsequent credit policy of the Reserve Bank die not seem to have any positive impact of the industrial front.

 

History

 

Subject was incorporated as a Private Limited company in the State of Maharashtra, bearing Company No. 28644 dated 05-11-82. The registered office of the company has been shifted from the state of Maharashtra to the State of Karnataka under the CLB, Western Bench order dated 20th November 1987. Accordingly the office has been shifted to Bangalore w.e.f. 03-03-88 and the company was assigned Company Registration No. 8957. It was converted as a Public Limited Company under section 31 of the companies Act 1956, w.e.f. 17th May 1995.

 

 

Again the registered office of the company has been shifted to the State of Maharashtra and the ROC file has been transferred on 1st December, 1999.  The office of the company has been shifted to its Nagpur factory.

 

Website details attached:

They have never looked back from the word go, always seeking new horizons. Incorporated in the year 1982,

Subject attained the status of a public limited company in 1995.

 

This ISO 9001-2000 certified young organization is effervescent with the zest of a young and has introduced the revolutionary concept of super conditioning through a series of maintenance products that provide a new lease of life to engineering components and minimize scrap heaps of metal parts."

Superconditioning:

 

SUPER-CONDITIONING is not mere reclamation and reconditioning.  Superconditioning is an environment friendly concept which enhances part life, reduces life cycle costs and the demand for spares, ensures longer and continued availability of production equipment and conserves non-renewable natural resources.

 

 

The concept of ‘SUPER-CONDITIONING’ was introduced by DIFFUSION ENGINEERS LIMITED to the Indian Core Sector industries to ensure longer availability of production equipment used in continuous process operations.

 

With the new generation materials and newer techniques employed, it has now become possible to obtain greater service life from parts and equipment at highly economical costs.

Having pioneered the introduction of the “New Generation” range of “Lo-Temp and Antiwear” welding alloys, DIFFUSION is waging a relentless war against unnecessary replacement of spare parts in Indian Industry by using specialised products and equipment.

Diffusion offers to industries a spectacular range of maintenance products for Superconditioning. The product range includes LoTemp-Antiwear Welding Electrodes, gas welding alloy, silver brazing alloys, solders and fluxes, Colmonoy Powders and coated electrodes, cobalt and tungsten carbide alloys, Super Spray System for thermal spraying, SOP – containing the unique Ultrahard Chromium Borides: Flux Cored Wires and Tubular Products; No-heat products for cold repair, TIG, MIG filler wires. Our weld overlay Wear Plates are manufactured under stringent conditions in our plant, using flux cored wire welding process

 

Some of the most important and successful components superconditioned by Diffusion are:

  • Roller Press Rollers of Cement Industries
  • Pump Sleeves and Plungers
  • Rotary & Discharge Chutes
  • Mill Pinions
  • ID Fans
  • Jaw Crushers
  • FK Pump Screws
  • Guide Vanes
  • Liners VRM

 


CMT REPORT (Corruption, Money Laundering & Terrorism]

 

The Public Notice information has been collected from various sources including but not limited to: The Courts, India Prisons Service, Interpol, etc.

 

1]         INFORMATION ON DESIGNATED PARTY

No records exist designating subject or any of its beneficial owners, controlling shareholders or senior officers as terrorist or terrorist organization or whom notice had been received that all financial transactions involving their assets have been blocked or convicted, found guilty or against whom a judgement or order had been entered in a proceedings for violating money-laundering, anti-corruption or bribery or international economic or anti-terrorism sanction laws or whose assets were seized, blocked, frozen or ordered forfeited for violation of money laundering or international anti-terrorism laws.

 

2]         Court Declaration :

No records exist to suggest that subject is or was the subject of any formal or informal allegations, prosecutions or other official proceeding for making any prohibited payments or other improper payments to government officials for engaging in prohibited transactions or with designated parties.

 

3]         Asset Declaration :

No records exist to suggest that the property or assets of the subject are derived from criminal conduct or a prohibited transaction.

 

4]         Record on Financial Crime :

            Charges or conviction registered against subject:                                                  None

 

5]         Records on Violation of Anti-Corruption Laws :

            Charges or investigation registered against subject:                                                          None

 

6]         Records on Int’l Anti-Money Laundering Laws/Standards :

            Charges or investigation registered against subject:                                                          None

 

7]         Criminal Records

No available information exist that suggest that subject or any of its principals have been formally charged or convicted by a competent governmental authority for any financial crime or under any formal investigation by a competent government authority for any violation of anti-corruption laws or international anti-money laundering laws or standard.

 

8]         Affiliation with Government :

No record exists to suggest that any director or indirect owners, controlling shareholders, director, officer or employee of the company is a government official or a family member or close business associate of a Government official.

 

9]         Compensation Package :

Our market survey revealed that the amount of compensation sought by the subject is fair and reasonable and comparable to compensation paid to others for similar services.

 

10]        Press Report :

            No press reports / filings exists on the subject.

 

 

CORPORATE GOVERNANCE

 

MIRA INFORM as part of its Due Diligence do provide comments on Corporate Governance to identify management and governance. These factors often have been predictive and in some cases have created vulnerabilities to credit deterioration.

 

Our Governance Assessment focuses principally on the interactions between a company’s management, its Board of Directors, Shareholders and other financial stakeholders.

 

 

CONTRAVENTION

 

Subject is not known to have contravened any existing local laws, regulations or policies that prohibit, restrict or otherwise affect the terms and conditions that could be included in the agreement with the subject.

 

 

FOREIGN EXCHANGE RATES

 

Currency

Unit

Indian Rupees

US Dollar

1

Rs. 40.45

UK Pound

1

Rs. 80.30

Euro

1

Rs. 54.37

 

 

SCORE & RATING EXPLANATIONS

 

SCORE FACTORS

 

RANGE

POINTS

HISTORY

1~10

5

PAID-UP CAPITAL

1~10

5

OPERATING SCALE

1~10

5

FINANCIAL CONDITION

 

 

--BUSINESS SCALE

1~10

6

--PROFITABILIRY

1~10

4

--LIQUIDITY

1~10

5

--LEVERAGE

1~10

5

--RESERVES

1~10

5

--CREDIT LINES

1~10

5

--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

NO

--OTHER MERIT FACTORS

YES/NO

YES

TOTAL

 

45

 

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