MIRA INFORM REPORT

 

 

Report Date :

27.03.2008

 

 

IDENTIFICATION DETAILS

 

Name :

KALYANI STEELS LIMITED

 

 

Registered Office :

Mundhwa, Bombay-Pune Road, Pune-411 036, Maharashtra.

 

 

Country :

India.

 

 

Financials (as on) :

31.03.2007

 

 

Date of Incorporation :

28.02.1973

 

 

Com. Reg. No.:

11-16350

 

 

CIN No.:

[Company Identification No.]

L27104MH1973PLC016350

 

 

TAN No :

PNEK05371C

 

 

Legal Form :

A public limited liability company. The company’s shares are listed on the stock exchanges

 

 

Line of Business :

Manufacturers of Steel and Steel Products.

 

 

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 18159432

 

 

Status :

Very Good

 

 

Payment Behaviour :

Regular

 

 

Litigation :

Clear

 

 

Comments :

Subject is a well established and reputed company having five track.  Directors are reported as experienced, respectable and resourceful industrialists. Their trade relations are fair. Payments are reported as usually correct and as per commitments.

 

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

 

 

LOCATIONS

 

Registered Office :

Mundhwa, Bombay-Pune Road, Pune-411 036, Maharashtra, India

Tel. No.:

91-20-26715000 / 66215000

Fax No.:

91-20-26821124

E-Mail :

ksi@kalyanisteels.com, ksl@pune.kalyanisteels.com 

Website :

http://www.kalyanisteel.com

 

 

Factory 1 :

Carbon & Alloy Steel project located at: Hospet Road, Ginigera, Taluka & District Koppal, Karnataka – 583 228, India.

 

 

DIRECTORS

 

Name :

Mr. B. N. Kalyani

Designation :

Chairman

 

 

Name :

Mr. Amit B Kalyani

Designation :

Director

 

 

Name :

Mr. S. S. Hiremath

Designation :

Director

 

 

Name :

Mr. S. M. Kheny

Designation :

Director

 

 

Name :

Mr. Ajeet Prasad

Designation :

UTI Nominee

 

 

Name :

Mr. C. G. Patankar

Designation :

Executive Director

 

 

Name :

Mr. Suresh Pandey

Designation :

Wholetime Director

 

 

Name :

Mr. B. B. Hattarki

Designation :

Wholetime Director

 

 

Name :

Mr. S. S. Vaidya

Designation :

Director

 

 

Name :

Mr. M. U. Takale

Designation :

Director

 

 

 

 

KEY EXECUTIVES

 

Name :

Mr. D. R. Puranik

Designation :

Company Secretary

 

 

Name :

Mr. Sanjay Nath

Designation :

Vice President Marketing

 

 

Name :

Mr. R. Murali

Designation :

I.T. Incharge / AVP MIS & Costing

 

 

MAJOR SHAREHOLDERS

 

 

Names of Shareholders (AS on 31.03.2007)

No. of Shares

Percentage of Holding

Promoters

23,155,194

53.04

Mutual Funds

2,705,969

6.20

Insurance Companies

410918

0.94

Banks

13512

0.03

FIIs

1990565

4.56

Bodies Corporate

6446693

14.77

NRIs / OCBs

143062

0.33

Foreign Companies

1600666

3.67

Indian Public

7186481

16.46

Total

43653060

100.00

 

 

BUSINESS DETAILS

 

Line of Business :

Manufacturers of Steel and Steel Products.

 

 

Products :

Product Description

Item Code No. (ITC Code)

 

Alloy Bars & Rods

7228.30

Nonalloy Bars & Rods

7215.90

Nonalloy Ingots

7206.90

 

 

PRODUCTION STATUS

 

Particulars

Licensed Capacity

Installed Capacity

Actual Production

Pig Iron / Liquid Pig Iron

240000

(a) 240000

(b) 210136

Blooms and Rounds

--

--

169495

Rolled Products

--

250000

(c)145250

Power

8 MW

8 MW

(d) 8.00 MW

 

(a) Production has surpassed initially certified installed capacities, as a result of constant modifications, better efficiencies and refinements to manufacturing processes over the past years.

 

(b) Includes 47,944 MTs pig iron produced in Siruguppa Plant/ facility taken on lease.

 

(c) Includes material sent for manufacture at third party on “Conversion Basis” 47,943 MTs (Previous Year 20,759 MTs).

(d) Net Power generated and captively consumed.

 

 

 

 

GENERAL INFORMATION

 

Client :

v      Alcan Iceland , Iceland

v      Forging

 

v      Aluminium Bahrain B. S. C. (C) Alba-Bahrain

v      Forging

 

v      Alcan Steg. Switzerland

v      Forging

 

v      Bharat Forge Limited.  India

v      Forging

 

v      BHEL , Trichy , India

v      Forging

 

v      Comalco Bellbay , Australia

v      Forging

 

v      CVG Venalum , Venezuela

v      Forging

 

v      Dubai Aluminium Company Limited ( Dubal ), Dubai

v      Forging

 

v      Echjay Industries Limited. , India

v      Forging

 

v      Indian Seamless Metal Tubes Limited. , India

 

v      Seamless Tube Maharashatra Seamless Limited. , India

 

v      Seamless Tube  Mahindra & Mahindra , India

 

v      Auto Milltech Private Limited. , Australia

v      Forging

 

v      M M Forgings Limited. , India

v      Forging

 

v      National Forge , Australia

v      Forging

 

v      PT . Prekasa Indobaja, Indonesia

v      Forging

 

v      Sadhu Forgings Limited. , India

v      Forging

 

v      Tata Moters.  Auto TomagoAl Al. , Australia

v      Forging

 

 

No. of Employees :

890

 

 

Bankers :

v      Bank of Baroda

v      Union Bank of India

v      Canara Bank

v      HDFC Bank Limited

v      State Bank of India

v      The Jammu and Kashmir Bank Limited

 

 

Facilities :

SECURED LOANS

31.03.2007

31.03.2006

DEBENTURES

 

 

1,000,000 13% Secured Non-Convertible Redeemable

Debentures (Eleventh Series) of Rs.100/- each

13.400

26.800

Less : Part amount redeemed during the year

13.400

13.400

 

Nil

13.400

100 8.5% Secured' Non-Convertible Redeemable

Debentures (Sixteenth Series) of Rs.1,000,000/- each

67.000

100.000

Less: Part amount redeemed during the year.

33.000

33.000

 

34.000

67.000

Sub Total

34.000

80.400

 

 

 

TERM LOANS

 

 

Canara Bank

68.400

130.194

Bank of Baroda

92.000

56.600

Union Bank of India

9.332

21.500

The Jammu & Kashmir Bank Limited

100.001

133.335

HDFC Bank Limted

50.000

0.000

State Bank of India

100.000

0.000

FOREIGN CURRENCY TERM LOANS:

 

 

From Banks:

 

 

Union Bank of India

0.000

7.347

State Bank of India

39.944

79.978

Bank of India

153.949

230.924

Bank of Baroda

65.067

108.445

Interest accrued and due on secured loans

1.822

0.418

Sub Total

680.515

768.742

 

 

 

OTHERS

 

 

From ICICI Bank Limited against hypothecation of Vehicles

0.053

0.553

Cash Credit

6.480

0.000

Foreign Currency Demand Loan

0.000

0.000

Total

721.048

849.696

 

 

 

UNSECURED LOANS

 

 

Fixed Deposits

 

 

From Shareholders

200.000

0.619

From Others

8.331

19.143

 

8.531

19.762

Interest accrued and due on cumulative fixed deposits

1.068

2.108

 

9.599

21.871

From Banks:

 

 

Rupee Term Loan

70.000

70.000

Sales Tax Deferral Liability, as special incentives and

concessions under the Karnataka Sales Tax Act, 1957

11.278

14.098

Total

90.877

105.969

 

 

 

Banking Relations :

Good

 

 

Auditors :

 

Name :

Dalal and Shah, Chartered Accountant

Address :

49-55, Bombay Samachar Marg, Fort, Mumbai – 400 023.

 

 

Associates/Subsidiaries :

v      Hospet Steels Limited

v      Kalyani Mukand Limited

v      Hikal Limited

v      Kalyani Ferrous Industries Limited

 

SUBSIDIARIES

 

v      Chakrapani Investments & Trades Limited

v      Suraj Mukhi Investments & Finance Limited

v      Gladiolla Investments Limited

 

 

CAPITAL STRUCTURE

 

Authorised Capital :

No. of Shares

Type

Value

Amount

47,500,000

Equity Shares

Rs.10/- Each

Rs. 475.000 millions

3,010,000

Cumulative Redeemable Preference Shares

Rs. 100/- Each

Rs. 301.000 millions

2,400,000

Unclassified Shares

Rs. 10/- Each

Rs. 24.000 millions

 

Total

 

Rs. 800.000 millions

 

Issued,

No. of Shares

Type

Value

Amount

43,759,380

Equity Shares

Rs.10/- each

Rs. 437.593 Millions

 

 

 

 

Subscribed & Paid-up Capital :

 

 

 

43,653,060

Equity Shares, fully paid Total Subscribed and fully paid up

Rs.10/- each

Rs. 436.530 Millions

 

**Add : Forfeited Equity Shares (Amount Paid up)

 

Rs. 0.379 Millions

 

Total

 

Rs. 436.909 Millions

 

 

 

 

 

Of the above shares –

 

(a) 3,843,750 Equity Shares of Rs.10/- each were issued as fully paid bonus shares by way of Capitalisation of Reserves.

 

(b) 12,000,000 Equity Shares allotted on 13th March, 2004 to shareholders of erstwhile Kalyani Ferrous Industries Limited, pursuant to a Scheme of Arrangement, constituting an amalgamation in the nature of a merger of Kalyani Ferrous Industries Limited with the Company as approved by High Court of Judicature at Bombay, vide its Order dated 15th January, 2004.

 

(c) 1,600,000 Equity Shares of Rs. 10/- Each allotted on 29th November, 2006 on Preferential Allotment Basis, at a Premium of Rs. 320/- per Equity Share, to AMIF I Limited, a Foreign Body Corporate.

 

** Amount received on Equity Shares forfeited on 25th February, 1997 on account of non-payment of allotment / call money.


 

FINANCIAL DATA

[all figures are in Rupees Millions]

 

 

ABRIDGED BALANCE SHEET

 

SOURCES OF FUNDS

 

31.03.2007

31.03.2006

31.03.2005

SHAREHOLDERS FUNDS

 

 

 

1] Share Capital

436.909

420.909

420.909

2] Share Application Money

0.000

0.000

0.000

3] Reserves & Surplus

4102.949

2896.815

2031.416

4] (Accumulated Losses)

0.000

0.000

0.000

NETWORTH

4539.858

3317.724

2452.325

LOAN FUNDS

 

 

 

1] Secured Loans

721.049

849.696

1317.598

2] Unsecured Loans

90.877

105.969

85.981

TOTAL BORROWING

811.926

955.665

1403.579

DEFERRED TAX LIABILITIES

438.977

461.358

237.926

 

 

 

 

TOTAL

5790.761

4734.748

4093.830

 

 

 

 

APPLICATION OF FUNDS

 

 

 

 

 

 

 

FIXED ASSETS [Net Block]

1786.790

1895.998

1999.374

Capital work-in-progress

469.612

95.838

104.673

 

 

 

 

INVESTMENT

1931.227

911.931

807.970

DEFERREX TAX ASSETS

0.000

0.000

0.000

 

 

 

 

CURRENT ASSETS, LOANS & ADVANCES

 

 

 

 

Inventories

916.268
999.685
587.317

 

Sundry Debtors

1672.440
1103.840
1328.572

 

Cash & Bank Balances

47.546
85.432
81.082

 

Other Current Assets

96.376
62.037
55.771

 

Loans & Advances

2304.154
1737.634
914.667

Total Current Assets

5036.784

3988.629

2967.409

Less : CURRENT LIABILITIES & PROVISIONS

 

 

 

 

Current Liabilities

2723.115
1833.921
1627.367

 

Provisions

710.537
323.728
158.229

Total Current Liabilities

3433.652

2157.649

1785.596

Net Current Assets

1603.132

1830.980

1181.813

 

 

 

 

MISCELLANEOUS EXPENSES

0.000

0.000

0.000

 

 

 

 

TOTAL

5790.761

4734.748

4093.830

 

 

 

 

 

 

 

 

 

 

 

 

PROFIT & LOSS ACCOUNT

 

PARTICULARS

 

31.03.2007

31.03.2006

31.03.2005

Sales Turnover

8682.712

5438.777

7715.894

Other Income

427.703

633.793

0.000

Total Income

9110.415

6072.570

7715.894

 

 

 

 

Profit/(Loss) Before Tax

1251.544

1353.506

645.185

Provision for Taxation

352.719

343.331

215.098

Profit/(Loss) After Tax

898.825

1010.175

430.087

 

 

 

 

Expenditure in Foreign Currency :

 

 

 

 

Interest

76.354

50.952

0.000

 

Traveling

366.758

412.713

0.000

 

Other Earnings

534.807

2029.322

18.357

 

Legal and Professional Fees

56.056

51.084

0.000

 

 

 

 

 

Earnings in Foreign Currency :

 

 

 

 

FOB Value of Exports

401.193

48.151

0.000

 

Insurance and Frieght on Exports

1.316

765.635

0.000

 

Carbon Emission Reduction – (Carbon Credits)

83.326

0.000

0.000

Total Exports

1519.810

3357.857

18.357

 

Imports :

 

 

 

 

Raw Materials

 

 

 

 

Coke

287.617

773.108

0.000

 

Coal

799.714

646.697

0.000

 

Ferro Alloys

9.890

87.892

0.000

 

 

 

 

 

 

Goods Traded in :

 

 

 

 

Coke

1453.619

103.407

0.000

 

Others

0.000

0.000

1949.579

Total Imports

2550.840

1611.104

1949.579

 

 

 

 

Expenditures :

 

 

 

 

Raw Material Consumed

6716.781

3782.571

0.000

 

Employees emoluments

214.343

170.870

0.000

 

Interest

65.055

46.227

0.000

 

Depreciation & Amortization

178.498

181.609

0.000

 

Other Expenditure

684.192

537.407

7067.137

 

Less : Trial run Income net of expenditure

0.000

(0.380)

0.000

Total Expenditure

7858.870

4719.064

7067.137

 

QUARTERLY / SUMMARISED RESULTS

 

PARTICULARS

 

30.06.2007

30.09.2007

31.12.2007

Type

1st Quarter 

 2nd Quarter

 3rd Quarter

Sales Turnover

2483.400

2289.400

2732.800

Other Income

6.500

3.200

3.000

Total Income

2489.900

2292.600

2735.800

Total Expenditure

2084.400

1945.100

2395.000

Operating Profit

405.500

347.500

340.800

Interest

46.600

29.800

33.400

Gross Profit

359.900

317.700

307.400

Depreciation

45.500

45.700

46.500

Tax

70.600

59.600

35.600

Reported PAT

232.300

201.900

206.600

 

KEY RATIOS

 

PARTICULARS

 

31.03.2007

31.03.2006

31.03.2005

Debt Equity Ratio

0.22

0.41

0.61

Long Term Debt Equity Ratio

0.22

0.40

0.57

Current Ratio

1.39

1.45

1.33

TURNOVER RATIOS

 

 

 

Fixed Assets

3.65

2.64

3.47

Inventory

11.17

9.51

19.52

Debtors

7.71

6.20

8.26

Interest Cover Ratio

8.39

8.65

5.65

Operating Profit Margin (%)

14.90

17.16

10.55

Profit Before Interest and Tax Margin (%)

13.28

14.82

8.49

Cash Profit Margin (%)

10.03

12.12

6.72

Adjusted Net Profit Margin (%)

8.40

9.78

4.66

Return on Capital Employed (%)

29.52

27.51

20.48

Return on Net Worth (%)

22.88

25.57

18.11

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

LOCAL AGENCY FURTHER INFORMATION

 

History

 

Kalyani Steels (KSL), promoted by B N Kalyani, was established in 1973 and has its works at Mundhwa, Pune. The company is one of the leading mini steel plants manufacturing forging quality carbon and alloy steels using the electric arc furnace route. KSL produces engineering and alloy steel ingots, blooms and billets conforming to international standards. Its products range between 36 mm and 140 mm in diameter. KSL has absorbed various technologies from Aichi Steels, Japan; Mann, Germany; Inteco, Austria; and Concast, Switzerland. 


 KSL has also set up an electro-slag refining (ESR) plant to manufacture ingots with a maximum diameter of 800 mm. The company went public in Sep.'92 with an issue of FCDs and NCDs with warrants attached to part-finance its seamless pipe project at Baramati near Pune.

  
 In Jan.'95, the company transferred its 90,000-tpa carbon and alloy steel seamless tubes plant at Baramati Pune, to Kalyani Seamless Tubes, a company promoted especially to take over this project. During the year 1999-2000, Kalyani Seamless Tubes, a company promoted by Kalyani Steels merged with Indian Seamless Tubes Ltd. 
 
The subsidiaries of the company are Chakrapani Investments and Trade Ltd, Surajmukhi Investments and Finance Ltd & Gladiolla Investments Ltd.Kalyani Steels Ltd (KSL), has teamed up with the US-based Carpenter Technology Corporation(26% stake) to set up a joint venture, Kalyani Carpenter Special Steels Ltd to manufacture high value-added steels. Carpenter and Kalyani have established a second joint venture, Kalyani Carpenter Metal Centres Ltd, for opening distribution centres. 


 For captive consumption purposes the company intends to set up a 7.5 MW capacity power plant by using blast furnace gas generated by the mini blast furnaces. By setting up the power plant the company expects to bring down the input cost of steel prodcution and increase the competitiveness of the end products. The project cost is pegged to be around Rs.270 million and would be financed by way of internal accruals and debts. During April 2005 the company has commissioned the power plant which uses the blast furnace gases generated by mini blast furnaces at a total capital expenditure of Rs.251 million. 

 

The Company has entered into an agreement with Gujarat NRE Coke Ltd for setting up of coke oven batteries project. The company has contributed to 40% equity stake in Bharat NRE Coke Ltd (BNCL). BNCL has planned to set up eight coke oven batteries at Dharwad, Karnataka. During April 2005 the company has commissioned the first coke oven battery and the second battery is in process and both the batteries taken together are expected to produce 5400 tonnes per month of coke. The project is expected to be completed by November 2005. 
 
 In the 2004-05 the company has commenced a project for integrated steel manufacturing project of 30000 TPA at village Ginigera, Koppal, Karnataka. The company will commission 350m3 capacity Mini Blast Furnace, Coal based Sponge Iron Plant of 350 TPD capacity and Power plant to utilise the engery of the flue gases generated in the above processes in the first phase and in the second phase it will commission steel melting shop and Rolling Mills. 
 
Further the company has entered into lease agreement with Shree Ram Electrocast Pvt Ltd to lease the pig iron making facilites consisting of one mini blast furnace of 175m3 capacity, pig casting machine, raw material handling system, electrical facilites including 2.5 MW captive power plant etc. This facility is located at Village Honarhalli and Halekote, Bellary, Karnataka and it is expected to produce 108000 TPA of Pig Iron. The facility is expected to commence its operations from July 2005. 


 
 Kalyani Ferrous Industries Ltd (KFIL) was merged with the company through a scheme of Amalgamation. According to the Scheme of Merger the company has issued 2 equity shares of Rs.10/- each of the company to the shareholders of KFIL for every 9 equity shares of Rs.10/- each held by them in KFIL.

 

 

 

YEAR EVENTS 1973 - The company was incorporated on 28th February, at Pune. The company was promoted by Mr. B.N. Kalyani. The Company manufacture mild steel/carbon/alloy steel ingots and billets and chemicals.

 

1979 - The company entered into a technical and management consultancy contract with the Gulf Venture, Company at Doha, in the State of Qatar for processing scrap.

 

1981 - The Company promoted a new company under the name and style of Kalyani Brakes Ltd., to manufacture 1,00,000 sets of hydraulic air and air over hydraulic brakes and brake systems in collaboration with Bendix Group of Companies, U.S.A.

 

1982 - The Company received a letter of intent for the manufacture of additional 18,000 tonnes of steel per annum. The Company negotiated with Hiremates Chemicals Ltd. (HCL), to run its chemical manufacturing unit for a period of 5 to 7 years.

 

- The Company undertook to set up a seamless pipe project at Baramati, Dist. Poona in Maharashtra.

 

1983 - Chakrapani Investment & Trader Ltd. and Suryamukhi Investment & Finance Ltd. became wholly owned subsidiaries of the Company.

 

- Surajmukhi Investment & Finance Ltd. and Hikal Chemical Industries Ltd. are subsidiaries of the Company.

- 3, 00,000 Bonus Equity shares allotted in the prop. 1:2 on 7th November.

 

1984 - The Manufacture of chemicals was undertaken on a pilot project basis.

 

- 2,25,000 No. of equity shares offered at par for public subscription during April.

 

1985 - Laddle Furnace Vacuum Degassing Equipment was installed.

 

- In April, 50,000-15% secured non-convertible redeemable debentures of Rs 100 each were privately placed with Army Group Insurance Directorate. These debentures are redeemable at a premium of 5% after 7 years from the date of allotment.

 

- In April, the Company issued 1,12,500-15% secured, non-convertible redeemable debentures of Rs 100 each as rights in the proportion 1 debenture for every 10 shares held. These debentures are redeemable at a premium of 5% at the end of 7 years from the date of allotment. 1986 - The company installed on ultra high power furnace to commence ferrous and non-ferrous casting manufacturing activity.

 

1987 - During the year, the Company undertook installation of electro-slag refining facility and continuous casting unit with a view to modernising and upgrading the manufacturing technology.

 

- 56,250 No. of equity shares issued at par for the benefit and welfare of Senior Executives of the Company.

 

1989 - Dandakaranya Investment & Trading Ltd., Dronacharya Investment & Trading Ltd., Hastinapur Investment & Trading Ltd., Cornflower Investment & Finance Ltd. and Campamela Investment & Finance Ltd. ceased to be subsidiaries with effect from 12th October, 1989.

 

- 11,81,250 bonus equity shares issued in prop. 1:1 on 4th April.

 

1990 - The Company offered 33,07,500-14% Secured Redeemable Partly convertible debentures of Rs 150 each to the equity shareholders and employees on rights basis in the proportion of 2 debentures: 3 equity shares held all were taken up. 11,66,666 debentures were issued to the public through the prospectus (all taken up).

 

- These debentures consist of part A of Rs 60 and part B of Rs 90. Part A of Rs 60 will be automatically and compulsorily converted into one equity share of Rs 10 each at a premium of Rs 50 per share on the expiry of 6 months from the date of allotment. Part B of Rs 90 will be a non-convertible portion of the debentures redeemable at par in three equal annual instalments at the end of the 6th, 7th and 8th year from the date of allotment.

 

- The Company also issued 19,90,000-14% secured redeemable non-convertible debentures of Rs 100 each on rights basis in the proportion of 21 debentures: 50 No. of equity shares held (81,462 debentures were taken up). The balance 18,84,890 debentures were allotted to financial institutions. These debentures are redeemable at a premium of 5% at the end of 7 years from the date of allotment.

 

- 12,62,500 bonus equity shares issued in prop. 1:1 on 1st December.

 

1991 - The Company allotted 5,00,000-19% secured redeemable non-convertible debentures of Rs 100 each and 12,00,000-19% secured redeemable debentures of Rs 100 each to financial institutions on private plant basis.

 

- These are redeemable at a premium of Rs 5 per debentures at the end of 6th, 7th & 8th year from the date of allotment i.e. 3.2.1992 and 14.2.1992 respectively.

 

1992 - The Cold Pilger mill HPT 90 and HPT 55 were installed.

 

- The Company undertook to set up facilities for carrying out threading and coupling of seamless pipes to enable the Company explose oil country tubular goods market more effective.

 

- During September, the company had offered 46,00,000-16% fully convertible debentures of Rs 155 each on Rights basis in prop. 1 deb: 2 equity shares held.

 

- Another 2,30,000 debentures were issued to the employees' on an equitable basis (only 54,050 debs. taken up).

 

- Each debenture was to be converted into one equity sum of Rs 10 each at a premium of Rs 145 per share on expiry of 6 months from date of allotment of debentures. Accordingly 46,54,060 No. of equity shares were allotted.

 

- The Company also offered 12,88,000-16% non-convertible debentures on Rights basis in proportion 7 debs: 50 equity share held.

 

- Another 64,400 debentures were issued to employees on equitable basis (only 100 debs. taken up). Each debenture had a warrant attached entitling the holder to apply for 1 equity share at a premium of Rs 165 per share.

 

1994 - During February-March the Company offered 90,85,000 Rights equity shares of Rs 10 each at a premium of Rs 50 per share in prop. 3:5 (all were taken up) on 19th April.

 

1995 - The Company embarked upon an integrated steel making project of 2,90,000 tpa at village Ginegera, dist. Raichur in Karnataka. The entire project has been divided into two parts and was being set up in technical arrangement with Tata Korf Engineering Services Ltd. for usage of korf technology from Brazil.

 

- The first part of the project for manufacturing of pig iron is being set up by Kalyani Ferros Industries Ltd. (KFIL) with a capacity 2,40,000 tpa.

 

- The second part of the project i.e. more cost effective carbon and alloy steel plant having a capacity of 2,90,000 tpa was being set up for which the hot metal was to be provided by KFIL, as an input for production of billets and rounds.

 

1997 - The Company entered into a joint venture agreement with Carpenter Technology Corporation, USA for manufacture and marketing of speciality steels. The joint venture entails transfer of Mundhwa plant into a separate company viz Kalyani Carpenter Special Steels Pvt. Ltd. It also envisages promotion of another company viz Kalyani Carpenter Metal Centres Pvt. Ltd. to look after the marketing and distribution of the licensed products in India.

 

1998 - The company has fully implemented the cost effective Carbon and Alloy Steel project through the Mini Blast Furnace route at Ginigera. Trial runs of the Hospet Project have shown good results.

 

1999 - Crisil today undertook a four-category downgrade of the BBB+ (moderate safety with relatively higher standing within the category) rating assigned to two non-convertible debenture (NCD) issues of Kalyani Steels Ltd. for an aggregate amount of Rs 56.90 crore, to D (default grade).

 

- Kalyani Steels, has exported its first consignment of high value-added special steel to the US.

 

- The company has been formed to manufacture high value-added steels like stainless steel, tool steel, and die steel for the world markets. These products will find high-tech applications in the automotive, electronics and engineering industries.

 

2000 - Kalyani Steels Ltd is setting up a new plant at Ranjangaon to manufacture higher alloy steel grades.

 

- Kalyani Carpenter, a joint venture between Kalyani Steels and Carpenter Technology USA has opened its first steel services centre in Pune district to provide rapid delivery of stock anywhere throughout India.

 

- Private sector steel majors Tisco, Kalyani Steel and the public sector Steel Authority of India are all set to form a three-way joint venture for undertaking e-commerce activities in the steel sector.

 

- The Company intend to acquire 18,64,700 No. of equity shares of Rs 10 each of Hikal Chemical Industries Ltd. together with 18,64,700 No. of equity shares proposed to be issued by HCIL as bonus shares for a total consideration of Rs 71,048,690 from the company's wholly-owned subsidiary Surajmukhi Investments & Finance Ltd.

 

2001 - Kalyani Steel has sold 43,53,472 No. of equity shares of Bharat Forge Ltd and 22,231,052 No. of equity shares of Kalyani Carpenter Special Steel for a consideration of Rs 96 crore to KSL Holdings. - The management of the Pune-based Kalyani Steels has transferred its entire holding in Bharat Forge and in its joint venture, Kalyani Carpenter Special Steels, to a newly formed company, KSL Holdings, for a total consideration of Rs 96 crore.

 

2003

 

-Shareholders approve the scheme of arrangement between Kalyani Ferrous Industries Ltd. with the Company

 

The company’s fixed assets of important value include leasehold land, buildings, plant & machinery, electrical installation, furniture\office equipments, vehicles and Aircraft’s

 

MANAGEMENT DISCUSSION AND ANALYSIS; 

 

Industry Structure and Development: 


Steel is vital to the development of any modern economy. The level of per capita consumption of steel is treated as one of the important indicators of socio-economic development and living standard of the people in any country. The growth of all major industrial economies has been largely shaped by the strength of their steel industry. 
 
 Steel Industry is backbone of Indian Economy and plays vital role in the development process of the economy. Soaring demand by sectors like infrastructure, construction and automobiles, at home and abroad, has put India's steel industry on the world map. International Iron and Steel Institute (IISI) has ranked India as the seventh largest steel producer in the world with an overall production of about 40 million tones in 2006. The steel sector in the country is set to move upward and overall scenario is positive with accelerated rate of growth in steel sector. 
 
 While steel continues to have a stronghold in traditional sectors such as construction, housing, ground transportation, special steels is also increasingly used in hi-tech engineering industries such as power generation, petrochemicals, fertilisers etc. With the expected growth in demand for steel, many business houses have announced Brownfield as well as Greenfield expansion programmes which will substantially increase the steel production capacity. Along with this, down the line facilities like rolling, galvanizing, fabrication are also coming up. 
 
 Indian Companies are also expanding overseas to increase their size and reach. The increasing presence of the Indian steel companies in the global market is a pointer to the increased competitiveness of this industry. This is mainly due to improvement in the operational parameters of the Indian plants effected through establishment of new state-of-the-art plants and technology upgradation schemes in the older plants. The average techno-economic parameters of an Indian plant vis-a-vis international benchmarks show that the Indian plants are fast catching up with the best in the world. 


  Company Performance:

 
  * Gross Turnover - Rs.10700 Million* Profit before Taxation - Rs. 1252 Million* Profit after Taxation - Rs.899 Million 
 
 Turnover includes Trading Turnover of Rs.2050 Million and Manufacturing Turnover of Rs.8650 Million. Trading Turnover was mainly on account of buying and selling of coke and pig iron. 

 

 Manufacturing turnover includes sale of Rolled Products, As Cast Blooms, Pig Iron, Misc. Sales and Conversion Charges received. The Company sold 142,296 tonnes of 'Rolled Products' aggregating Rs.5549 Million, 20,373 tonnes of 'As Cast Blooms' aggregating Rs.594 Million and 35,856 tonnes of Pig Iron aggregating Rs.623 Million. Misc. Sales amounted to Rs.452 Million and Conversion Charges received were Rs.1432 Million. The Manufacturing Turnover includes exports of 1,528 tonnes of steel, aggregating Rs.70 Million. 

 

As on 31st March, 2007 the Company has 183 employees. 854 employees are on the role of Hospet Steels Limited, which is a Joint Venture Company formed with the specific purpose of managing and operating the composite steel making facility at Ginigera, in terms of Strategic Alliance between the Company and Mukand Limited. 
 
 Opportunities, Threats and Future Outlook:

  
  With abundant iron ore resources and well-established base for steel production in the country, steel industry is poised to growth in the coming decades. As the average per capita consumption of steel in India is only 38 kg. Compared to the global average of 170 kg., there is huge scope for increasing steel production in India. 
 
 On the demand side, the strategy should be adopted to create incremental demand through promotional efforts, creation of awareness and strengthening the delivery chain, particularly in rural areas. On the supply side, the strategy would be to facilitate creation of additional capacity, remove procedural and policy bottlenecks in the availability of inputs such as iron ore and coal, make higher investments in R & D and HRD and encourage the creation of infrastructure such as roads, railways and ports. 


  While there have been concerted efforts to control the fragmented nature of the industry through consolidation and closures, the problem continues to persist. Further, the biggest threat to the industry remains from the cyclicality of the sector, which could put immense pressure on steel prices if steel consumption shows signs of faltering or supply exceeds the demand considerably. 


 Another possible threat to the domestic steel sector continues to be from dumping by international companies. With wide spread capacity expansions taking place across the globe and the protection to domestic steel companies being progressively reduced with consistent reduction in custom duties, international steel companies might look at markets to dump their products. In such a scenario, Indian companies stand to lose due to lack of competitiveness in terms of size, which now they are scaling up. 


Proposed Expansion: 


 Members are aware of a Brownfield Expansion of the existing facilities at Ginigera, Taluka & District Koppal, in the State of Karnataka, undertaken by the Company. The expansion is at advanced stages of implementation and the Company expects to reach full-enhanced incremental capacity by 2008-09. 

 * 350m3 capacity Mini Blast Furnace (MBF) is under erection and expected to be commissioned in September, 2007. This would increase the hot metal capacity by 250,000 MTs per year. 

 

 * Steel Melting Shop (SMS) and Rolling Mill Shop (RMS) upgradation is well underway, to process extra liquid metal produced by aforesaid MBF. This would increase steel availability / capacity by 250,000 MTs per annum from Ginigera plant, out of which your Company's share will be 100,000 MTs.

Although commissioning of enhanced capacity in SMS and RMS, would be achieved by September, 2007, the actual production ramping would take some time. 


 * Development of Railway Siding at Ginigera, is already started and scheduled for completion by December,- 2007. This would not only reduce the freight cost for major inputs and finished goods, but also reduce fines generation arising out of multiple handing of Coal / Coke. 


 The total capital expenditure incurred for expansion by the Company upto 31st March, 2007 amounted to Rs.336 Million, financed by way of internal accruals and borrowings. 


 4. Coke Oven Batteries Project: 


 Bharat NRE Coke Limited (BNCL), a company incorporated, in terms of an agreement between Kalyani Steels Limited (KSL) and Gujarat NRE Coke Limited (GNCL), has commissioned Stamp Charging Equipment at Dharwad. With stamp charging equipment, BNCL would be able to use soft coal upto 30% of the total charged mix, resulting into reduction in manufacturing cost of Coke as well as enhanced productivity of the unit. 
 
 Railway siding at Dharwad is scheduled for completion by December, 2007.This would help reducing fines generation. Transportation of Coke to the Company's Plant at Ginigera will be made by using the railway siding, resulting in saving in time and cost of transportation. 


 Construction work of 12 MW Power Plant by using flue gases generated by coke oven batteries will commence from August, 2007 and expected to be completed by April, 2009. The total cost of the Power Plant is estimated at approx. Rs.600 Million, to be financed by Equity of Rs.300 Million and Debt of Rs.300 Million. The share of the Company in the Equity will be Rs.120 Million. 


 All these initiatives will facilitate assured supply of coke to the Company, at the reduced costs. 


 5. Agreements with SJK Steel Plant Limited: 


  The Company has entered into an Agreements, with SJK Steel Plant Limited (SJK Steel) and its Promoter and other shareholders to acquire substantial control of SJK Steel, through purchase of Equity and Preference Share Capital of SJK Steel, after restructuring of its capital as per Corporate Debt Restructuring Scheme (CDR Scheme) sanctioned by Financial Institutions / Banks and fulfillment of certain terms and conditions, detailed in the Agreements. 
 
 SJK Steel is presently engaged in the business of manufacture of pig iron and operates a Plant at Tadipatri, in Anantpur District of Andhra Pradesh having a capacity to manufacture 250,000 MTs of Steel per annum. The Company will be providing technical and financial support to upgrade the existing manufacturing facilities of SJK Steel for manufacturing value added products viz. Special Alloy Steel catering to the forging and automobile industry. 
 

  Fixed Assets:

 

v      Leasehold land

v      Buildings

v      Plant and Machinery

v      Power Line

v      Electrical Installation

v      Furniture / Office Equipments

v      Vehicles and Air Crafts

 

 

 

 

(Rs in million)

 

Contingent Liabilities

31.03.2007

31.03.2006

Claims against the company not acknowledged as debts

34.408

14.388

Excise Demands, matter under dispute

64.463

64.156

Service tax Demands, matter under dispute

1.182

0.000

Mysore Minerals Limited has during the year, raised an illegitimate claim aggregating to Rs. 281.552 for price of calibrated iron ore purchased by the company over and above the agreed contracted purchased by the company over and above the agreed contracted price. The Company has repudiated the said claim as the same is in ultra-vires to the contract.

 

Facilities:

 

Rupee Term Loans:

(i) Canara Bank – Term Loan

(ii) Bank of Baroda – Term Loan

(iii) Union Bank of India – Term Loan

(iv) The Jammu and Kashmir Bank Limited – Term Loan

(v) HDFC Bank Limited – Term Loan

(vi) State Bank of India – Term Loan

 

Above loans are secured by mortgage of Company’s immoveable properties consisting of land together with all buildings and structures thereon and all plant and machinery, attached to the earth or permanently fastened to anything attached to the earth, both present and future hypothecation of whole of the moveable fixed assets / Properties of the company, including its movable plant and machinery, machinery spares, tools and accessories and other movable fixed assts, both present and future, ranking pari passu with charges created and / or to be created in favour of the true less for debenture holders and banks/ Financial Institutions for their term / foreign currency loans.

 

Guarantees aggregating Rs. 900.000 (previous year Rs. 900.000) given by the Company’s Bankers under the Non-Fund based Working Capital Limits are secured together with the fund based Working Capital Limits against hypothecation of stores, raw materials, stock in progress, finished goods and book debts.

 

 

The Company has entered into an “Equity Share Purchase, Share Subscription and Shareholders Agreement and Preference Share Purchase Agreement” with SJK Steels Plant Limited, its Promoter and other shareholders to acquire substantial control though purchase of existing Equity and Preference Shares held by “Selling Shareholders”, post and subject to restructuring of SJK Share Capital and fulfillment of certain terms and conditions, detailed in the Agreement. In terms with the said agreement the company has paid advance of Rs. 2.4000 millions towards the purchase of Equity Shares and Rs. 3.000 millions towards the purchase of Preference Shares.

 

Scheme of Companies / Arrangement between SJK and its Secured Creditors, Equity and Preference Shareholders has been filled with The High Court of Judicature at Andhra Pradesh at Hyderabad for restructuring of the capital of SJK and compromise with Secured Creditors which is pending adjudication.

Pending Fulfillment of conditions precedent to acquisition, the amount of Rs. 5.400 millions paid by the company has been disclosed as “Advance for purchase of Shares”.

 

 

The Company has entered into agreements in the nature of lease/ leave and license agreement with different lessors / licensors for the purpose of establishment of premises and accommodation of executives. These are generally in the nature of operating lease / leave and license and period of agreements is generally for one year and renewable / cancelable at the option of the lessee or lessor. In view of above there are no disclosures required as per Accounting Standard 19 “Leases” issued by the institute of Chartered Accountants of India.

 

However, the Company has entered into agreement in the nature of lease with regard to assist taken on lease.

Disclosure required as per Accounting Standard 19 with regard to the assets taken on lease are as under:

i. There are no transactions in the nature of sub-lease.

ii. Payments recognized in the profit and loss Account for the year ended 31.03.2007 is Rs.113.191

 

As per Website Details:

 

About the Kalyani Group:


     Apart from Kalyani Steels, the 2000 cr. Pune based Kalyani Group encompasses:

  1. Bharat Forge - The flagship company of the group was established in 1961.
    It is the largest forging company in Asia and one of the three largest and most technologically advanced commercial forge shops in the world. Bharat Forge manufactures a wide range of forgings and machined components for automotives, diesel engines, railways, earthmoving, cement, sugar, steel, coal, ship building and oilfield industries.
  2. Kalyani Brakes Ltd. - Established in 1982, when the automative revolution in India was about to take-off, Kalyani Brakes Ltd.(KBX) is today, a leading manufacturer of brakes in the country. Kalyani Brakes is a joint venture between Robert Bosch, Germany- a Fortune 500 company, and world leader in brake systems, Nippon Air Brake Co. Ltd. of Japan and the Kalyani Group.
  3. Kalyani Lemmerz Ltd. - The Kalyani Group had promoted Kalyani Wheels as a part of its diversification plan. At that time they had collaboration with Lemmerz Werke, Germany. Subsequently, Lemmerz Werke became a joint venture partner and the new company was christened as Kalyani Lemmerz Ltd.(KLL). The company manufactures wheel rims for utility vehicles, light and heavy commercial workers and tractors.
  4. Kalyani Sharp India Ltd. - Was established in 1986 as a joint venture between Sharp Corporation, Japan and the Kalyani Group. It is a leading manufacturer and exporter of consumer electronic items from India.
  5. Kalyani Thermal Systems Ltd. - Established in 1979, this company specialises in design, construction and installation of custom engineered Industrial Heat Processing Systems. To stay apace with the latest technology, the company has a technical tie-up with Flinn & Dreffein Engineering Co., USA.

 

 

 

 

 


 

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. 39.95

UK Pound

1

Rs. 79.41

Euro

1

Rs. 62.49

 

 

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

9

--PROFITABILIRY

1~10

7

--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

YES

--OTHER ADVERSE INFORMATION

YES/NO

NO

MERIT POINTS

 

 

--SOLE DISTRIBUTORSHIP

YES/NO

YES

--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.

 

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