MIRA INFORM REPORT

 

 

Report Date :

09.04.2008

 

 

IDENTIFICATION DETAILS

 

Name :

EMPIRE MACHINE TOOLS – DIVISION OF EMPIRE INDUSTRIES LIMITED

 

 

Registered Office :

Empire House, 414, Senapati Bapat Marg, Lower Parel, Mumbai, 400013, Maharashtra

 

 

Country :

India

 

 

Financials (as on) :

31.03.2007

 

 

Date of Incorporation :

17.10.1900

 

 

Com. Reg. No.:

176

 

 

CIN No.:

[Company Identification No.]

L17120MH1900PLC000176

 

 

TAN No.:

[Tax Deduction & Collection Account No.]

MUME04628B

 

 

PAN No.:

[Permanent Account No.]

AAACE2757R

 

 

Legal Form :

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

 

 

Line of Business :

Manufacturing of Glass Bottles, Cranes, Industrial Equipments, OC Filters, Bleach Washers and Brown Stock Washers.  It also acts as Traders and Commission Agents.

 

 

RATING & COMMENTS

 

MIRA’s Rating :

A

 

RATING

STATUS

PROPOSED CREDIT LINE

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

 

Maximum Credit Limit :

USD 1400000

 

 

Status :

Good

 

 

Payment Behaviour :

Regular

 

 

Litigation :

Clear

 

 

Comments :

Subject is a diversified, old established company having fine track. Trade relations are fair. Payments are correct and as per commitments. The company has invaluable real estate whose current price can be magnanimous (huge) in realty dealings.

 

The company can be considered good for nay normal business dealings.

 

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

 

 

LOCATIONS

 

Registered Office :

414, Senapati Bapat Marg, Mumbai - 400 013, Maharashtra, INDIA.

Tel. No.:

91-22-2493 4170/ 2493 7340/ 2493 8411/ 4203/ 66555453/ 66534917

Fax No.:

91- 22-24935363/ 2493 9143/ 7203

E-Mail :

emtmftm@bom4.vsnl.net.in

empiremt@bom3.vsnl.net.in

frank@giasbm01.vsnl.net.in

email@empiresecretarial.com

bcchinwar@emtmftm.com

Website :

http://business.vsnl.com/empire

http://www.emtmftm.com

 

 

Factory  :

L B Shastri Marg, Vikhroli, Mumbai - 400 083, Maharashtra, INDIA

 

 

Factory  :

MIDC Industrial Area, Engineering Zone, Ambernath, Maharashtra, India.

 

 

DIRECTORS

 

Name :

Mr. S C Malhotra

Designation :

Chairman

 

 

Name :

Mr. Ranjit Malhotra

Designation :

Vice Chairman

 

 

Name :

Mr. N V Khote

Designation :

Director

 

 

Name :

Mr. R A Maskati

Designation :

Director

 

 

Name :

Mr. J N Guzder

Designation :

Director

 

 

Name :

Mr. F A  A  Jasdanwalla

Designation :

Director

Date of Appointment :

28.06.2007

 

 

Name :

Mr. Dileep Malhotra

Designation :

Joint Managing Director

 

 

Name :

Mr. K. C. Khanna

Designation :

Director

Date of Appointment :

28.06.2007

 

 

Name :

Mr. Rajbir Singh

Designation :

Director

Date of Appointment :

28.06.2007

 

 

KEY EXECUTIVES

 

Name :

Mr. S. K. Gulati

Designation :

Director Finance and Company Secretary

 

 

Name :

Mr. K C Khanna

Designation :

Director

Date of Birth/Age :

January 22, 1938

Qualification :

B.A. (Economics & Political Science); F.C.A.(Eng. & Wales), F.C.A.

Experience :

He has varied industrial and real estate experience of which 16 years overseas, the UK, Germany, USA, Dubai and Advisor to international banks and multinational companies, the Times media group and finance companies, a State Government, Swedish groups, etc.

Date of Appointment :

June 28, 2007

 

 

Name :

Mr. Bhattacharjee P.K.

Designation :

Director  Corporate

Date of Birth/Age :

67 Years

Qualification :

B.Tech.fHons.) (Mech. Engg.)

Experience :

45 Years

Date of Appointment :

07.08.1969

Previous Employment :

Consultant, Ibcon Private Limited Mumbai (3 Years)

 

 

Name :

Mr. Gulati S. K.

Designation :

Director Finance & Company Secretary

Date of Birth/Age :

68 Years

Qualification :

B.Com.(Hons.) A.C.S., F.C.A.

Experience :

45 Years

Date of Appointment :

02.05.1975

Previous Employment :

Administrative Manager, Machine Division, Crompton Greaves Limited Mumbai (9 Years)

 

 

Name :

Mr. Jamilla Varavala

Designation :

Head Design

Date of Birth/Age :

48 Years

Qualification :

S.S.C.

Experience :

18 Years

Date of Appointment :

01.08.2000

Previous Employment :

Lecturer, Sophia College Mumbai (12 Years)

 

 

Name :

Mrs Lakshmi Raman

Designation :

Head Academics

Date of Birth/Age :

33 Years

Qualification :

B.Com., MCS

Experience :

13 Years

Date of Appointment :

02.01.2003

Previous Employment :

Sr. Manager –Academics Zee Interactive Learning Sys. Limited, Mumbai (3 Years)

 

 

Name :

Mr. Narasimhan N.S.L

Designation :

Director Empire Industrial Equipment / Empire Instru.

Date of Birth/Age :

58 Years

Qualification :

B.E., M.M.S. (Marketing); M.F.M.

Experience :

33 Years

Date of Appointment :

01.04.200

Previous Employment :

Chief Executive Heatly & Gresnam (I) Limited Delhi (10 Years & 7 Months)

 

 

Name :

Mr. Rao P. N.

Designation :

Director

Date of Birth/Age :

56 Years

Qualification :

B. E. [Mech]

Experience :

32 Years

Date of Appointment :

01.01.1980

Previous Employment :

Asst. Sales Engineer Voltas Limited

 

 

Name :

Mr. Sen K. K.

Designation :

Director

Date of Birth/Age :

58 Years

Qualification :

B. Tech

Experience :

37 Years

Date of Appointment :

21.06.1971

 

 

Name :

Mr. Shroff J

Designation :

General Manager

Date of Birth/Age :

57 Years

Qualification :

B. Sc. Ceramic Engineering

Experience :

35 Years

Date of Appointment :

06.04.1987

Previous Employment :

Chief Glass Tech. Universal Glass Sahibabad

 

 

Name :

Mr. Vishal Gupta

Designation :

President

Date of Birth/Age :

35 Years

Qualification :

B. E. Computers

Experience :

10 Years

Date of Appointment :

17.04.2002

 

 

Name :

Mr. Vora K M

Designation :

Sr. Manager Administration

Date of Birth/Age :

69 Years

Qualification :

B. Sc. [Hons.]

Experience :

42 Years

Date of Appointment :

01.07.1992

 

 

Name :

Mr. Rajbir Singh

Designation :

Director

Date of Birth/Age :

November 5, 1954

Qualification :

Graduate

Experience :

He has experience in Financial Consultancy.

Date of Appointment :

June 28, 2007

 

 

Name :

Mr. S C Malhotra

Designation :

Chairman

Date of Birth/Age :

73 years

Qualification :

Intermediate Arts & Certificate of NDA

Experience :

57  years

Date of Appointment :

01/11/65

Previous Employment :

Chief Executive - Kohinoor Mills (Division of Killick India Limited Mumbai - 6 years)

 

 

Name :

Mr. Dileep Malhotra

Designation :

Joint Managing Director

Date of Birth/Age :

42 years

Qualification :

B.A., MBA (USA)

Experience :

16 years

Date of Appointment :

01.10.1999

Previous Employment :

Empire Securities & Capital Limited - Managing Director (3 years)

 

 

Name :

Mr. Ranjit Malhotra

Designation :

Vice Chairman

Date of Birth/Age :

49 years

Qualification :

MBA (USA)

Experience :

26 years

Date of Appointment :

01.10.1998

Previous Employment :

Empire International Private Limited  - Managing Director ( 6 years)

 

 

MAJOR SHAREHOLDERS / SHAREHOLDING PATTERN

 

Names of Shareholders

 

No. of Shares

Promoters

 

56.46

Financial Institutions and Banks

 

19.28

Corporate Bodies

 

12.48

Others

 

11.78

Total

 

100.00

 

 

BUSINESS DETAILS

 

Line of Business :

Manufacturing of Glass Bottles, Cranes, Industrial Equipments, OC Filters, Bleach Washers and Brown Stock Washers.  It also acts as Traders and Commission Agents.

 

 

Products :

Generic Names of Principal Products / Services of the company are:

 

Item Code No. (ITC Code)

Product Description

701090.01

Glass Bottles

N.A.

Trading and Indenting

N.A.

Educational Programmes

 


PRODUCTION STATUS

 

Particulars

Unit

Licensed Capacity

Installed Capacity

Actual Production

Bottles

M.T.

37,548

37,548

29,594

 

 

GENERAL INFORMATION

 

Customers :

Ř       Centor Metalcut Inc.

Ř       Heinrich Muller Maschinen Fabrik GmbH

Ř       MG Systems and Welding Inc.

Ř       Otto Buhler Maschinen Fabrik GmbH and Company KG

Ř       Platarg Engineering Company

Ř       Strickop-Westofen GmbH

Ř       Trumpf GmbH+ company

Ř       USF Spencer and Halstead

Ř       W. A. Whitey and Company

Ř       Carl Ziess Industrielle Messtechnik GmbH

Ř       Carl Ziess IMT Corporation

Ř       Romer

Ř       Imetric S. A.

Ř       Hek GmbH

Ř       Horst Witte Greatebau

Ř       Mahr GmbH

 

 

No. of Employees :

1000

 

 

Bankers :

Ř       Indian Bank, Mumbai

Ř       Allahabad Bank, Mumbai

Ř       Bank of India, Mumbai

Ř       Bank of Baroda, Mumbai

Ř       Central Bank of India, Mumbai

 

 

Facilities :

Secured Loans :

Particulars

Rs.(In millions)

From Banks on Cash Credit Account :

Secured by hypothecation of Stocks and book debts and Second charge on the property of Glass Bottle Division

52.271

Rupee Term Loan from Banks

112.887

Hire Purchase Loans:

Secured by Hypothecation of specific Vehicles purchased under the scheme

18.790

Interest accrued and due

0.088

Total

184.036

 

 

 

Banking Relations :

Satisfactory

 

 

Auditors :

 

Name :

R. A. Patel & Company

Chartered Accountants

 

 

Associates/Subsidiaries :

  • Empire Securities & Capital Limited
  • Empire International Private Limited

 


 

CAPITAL STRUCTURE

 

Authorised Capital :

No. of Shares

Type

Value

Amount

75,50,000

Equity Shares

Rs.10/- each

Rs. 75.500 millions

 

Issued, Subscribed & Paid-up Capital :

No. of Shares

Type

Value

Amount

5999998

Equity Shares

Rs.10/- each

Rs. 59.999 millions

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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

60.000

59.999

59.999

2] Reserves & Surplus

290.557

246.369

210.642

NETWORTH

350.557

306.368

270.641

LOAN FUNDS

 

 

 

1] Secured Loans

184.036

47.877

85.649

2] Unsecured Loans

223.749

158.364

172.523

TOTAL BORROWING

407.785

206.241

258.172

DEFERRED TAX LIABILITIES

27.429

18.604

21.230

 

 

 

 

TOTAL

785.771

531.213

550.043

 

 

 

 

APPLICATION OF FUNDS

 

 

 

 

 

 

 

FIXED ASSETS [Net Block]

765.645

562.011

524.153

 

 

 

 

INVESTMENT

0.046

0.045

12.046

 

 

 

 

CURRENT ASSETS, LOANS & ADVANCES

 

 

 

 

Inventories

84.601

120.430

112.302

 

Sundry Debtors

245.193

202.250

232.362

 

Cash & Bank Balances

13.939

10.768

19.226

 

Loans & Advances

130.730

130.313

129.497

Total Current Assets

474.463

463.761

493.387

Less : CURRENT LIABILITIES & PROVISIONS

 
 

 

 

Current Liabilities

412.265

467.238

465.860

 

Provisions

42.118

27.366

13.683

Total Current Liabilities

454.383

494.604

479.543

Net Current Assets

20.080
(30.843)

13.844

 

 

 

 

MISCELLANEOUS EXPENSES

0.000

0.000

0.000

 

 

 

 

TOTAL

785.771

531.213

550.043

 

 

 

 

PROFIT & LOSS ACCOUNT

 

PARTICULARS

 

31.03.2007

31.03.2006

31.03.2005

Sales Turnover

522.826

637.734

922.308

Other Income

585.227

440.743

 

Total Income

1108.053

1078.477

922.308

 

 

 

 

Profit/(Loss) Before Tax

116.145

91.870

53.653

Provision for Taxation

30.326

29.023

14.347

Profit/(Loss) After Tax

85.819

62.847

39.306

 

 

 

 

Earnings in Foreign Currency :

 

 

 

 

Export Earnings

17.612

8.807

NA

 

Commission Earnings

316.142

311.772

NA

 

Other Earnings

0.401

2.749

NA

Total Earnings

334.155

323.328

NA

 

 

 

 

Imports :

 

 

 

 

Raw Materials

24.413

36.641

NA

 

Stores & Spares

2.441

1.425

NA

 

Capital Goods

13.045

0.000

NA

 

Others

15.255

23.613

NA

Total Imports

55.154

61.679

NA

 

 

 

 

Expenditures :

 

 

 

 

Cost of Goods Sold

406.328

472.409

 

 

Personnel

266.730

223.029

868.654

 

Other  Expenses

253.969

223.745

 

 

Depreciation & Amortization

37.784

34.458

 

 

Interest

27.097

32.966

 

Total Expenditure

991.908

986.607

868.654

 

 

QUARTERLY RESULTS

 

PARTICULARS

 

30.06.2007

30.09.2007

30.12.2007

 Type

 1st Quater

2nd Quarter

3rd Quarter

 Sales Turnover

 265.000

270.400

286.700

 Other Income

 49.700

50.800

68.100

 Total Income

 314.700

321.200

354.800

 Total Expenditure

 261.900

266.400

292.800

 Operating Profit

 52.800

54.800

62.000

 Interest

 11.900

8.500

10.800

 Gross Profit

 40.900

46.300

51.200

 Depreciation

 11.200

11.000

13.400

 Tax

 9.300

12.500

0.000

Reported PAT

18.400

22.800

26.600

 

 

KEY RATIOS

 

PARTICULARS

 

31.03.2007

31.03.2006

31.03.2005

Debt-Equity Ratio

0.93

0.81

1.11

Long Term Debt-Equity Ratio

0.78

0.67

0.97

Current Ratio

0.86

0.88

0.97

TURNOVER RATIOS

 

 

 

Fixed Assets

0.95

1.05

0.94

Inventory

9.52

7.79

8.56

Debtors

4.36

4.17

3.28

Interest Cover Ratio

5.28

3.78

2.40

Operating Profit Margin(%)

18.55

17.58

17.42

Profit Before Interest And Tax Margin(%)

14.68

13.77

11.82

Cash Profit Margin(%)

12.72

10.76

10.66

Adjusted Net Profit Margin(%)

8.85

6.96

5.06

Return On Capital Employed(%)

22.53

23.98

16.95

Return On Net Worth(%)

26.27

21.87

15.29

 

 

LOCAL AGENCY FURTHER INFORMATION

 

HISTORY

 

The company was incorporated on 17th October 1900 at Mumbai in Maharashtra having Company Registration Number 176.

 

Established as The Empire Dyeing and Manufacturing Company, Empire Industries acquired its present name in 1975.  It is a multi-faceted company engaged in activities like dyeing, designing and fabrication of medium and heavy-duty cranes, marketing of machine tools, manufacture of glass bottles and designing of electronic instruments and instrumentation systems.

 

The company’s textile division – Empire Dying, which had diversified into trading speciality fabric, was eventually closed in 1993-94 due to poor performance. Garlic Engineering is its crane manufacturing division. This division which has manufacturing facilities in Ambernath has a technical collaboration with a German firm to manufacture steel mill duty cranes and port cranes. The company manufacturers amber bottles for the pharmaceutical industry through its bottle-making division, Vitrum Glass. The other divisions are Empire Machine and Tools, Empire Chemicals and Empire Instrumentation.

 

During 1999-2000, the company has entered into a Revenue Sharing Agreement with Wigan & Leigh (I) Limited to impact education in the field of fashion technology, advertising & graphic design and business management.  The Empire Institute of Learning is expanding the educational institutions in Mumbai and as a part of this it has also made collaboration with Mountain State University, U.S.A. and the Cambrian College of Applied Arts and Technology, Canada to deliver its MBA programs in Mumbai, Maharashtra.

 

 

BUSINESS

 

The company is engaged in the business of Manufacturing of Glass Bottles, Cranes, Industrial Equipments, OC Filters, Bleach Washers and Brown Stock Washers.  It also acts as Traders and Commission Agents.

 

Empire Machine Tools is engaged in agency business related to metal forming machinery including flame cutting, die casting and heat treatment equipments and other material testing and metrology equipments.  Its MCAT division markets machine tools with applications of cutting of metal by turning, milling, boring and grinding, etc.

 

Empire Chemicals focused more on pharmaceuticals, industrial chemicals and pigments to overcome recessionary market conditions.  The company’s glass division was awarded ISO 9002 in October 1998.  Imported automatic inspection machines are now being installed on all four glass bottle forming machine lines.

 

The company's fixed assets of important value include goodwill, land, building & flats, plant & machinery, plant & machinery under erection, furniture & office equipments, Books, vehicles, furnaces, furnaces under construction, technical know-how fees, moulds & castings.

 

OPERATIONS:

 

Vitrum Glass:

This Division manufactures world class Amber Glass Bottles for the Pharmaceutical Industry. Over one million bottles are manufactured every day on four fully automatic production lines. The division undertook rebuilding its Glass Melting Furnace and major overhauling of machinery and equipment. This has resulted in 10% fuel saving, better quality of glass and higher productivity. The division is all set to achieve higher turnover both local and exports in coming years.

 

EMPIRE MACHINE TOOLS - MFTM

(Metal Forming, Testing & Metrology):

This Division is engaged in agency business covering sales, execution and service support of hi-tech machines in Metal Forming, Metrology, Assembly Lines, Welding, Melting, Heat Treatment and Process Consultancy. Demand for integrated solutions is increasing from customers. Local sourcing for turnkey jobs is becoming a new area of activity. Higher investment in automobile sector is opening up new opportunities. This Division has done well and is expected to repeat its good performance in the current year as well.

 

EMPIRE MACHINE TOOLS - MCAT

(Metal Cutting & Allied Technologies):

Due to increase in automotive business and also increase in participation of private sector in high value machines, the share of private sector business has increased. This has had some impact on the division's profitability due to heavier competition in the private sector. The Division had success in selling machiftes to the automotive sector, Defence and Aerospace. Backlog on orders is very good and billing will be good in the current year also.

 

Empire Chemicals:

This Division has focused on establishing Pharma API (Active Pharmaceutical Ingredients) and Intermediates business. Due to continued pressure on the Chinese currency - i.e. global efforts to force China to revalue the Chinese Yuan upwards, the year faced many hurdles from the pricing point of view. During the year, the Division has succeeded in finalizing long-term contracts especially related to Taiwan and has also added some prestigious

Indian Pharmaceutical customers with whom trials have been successfully concluded. The Division expects to do good business in the current year.

 

Empire Instrumentation:

This division which deals with'hifh value Medical Equipments has performed better during the financial year compared to the last year. The customer base has been extended. Ground work has been done to achieve greater revenue in the year ahead. Government customers in the West and South have also been covered over and above the extended reach achieved in the North. Consolidations in terms of our Principals on the one side and the customers on the other should help the division to grow from strength to strength.

 

Empire Industrial Equipment:

This Division has gained considerably during the financial year due to substantial growth in Oil and Gas, Steel plants and Auto Ancillary (Forging) Sectors. Some major value Orders have been obtained from the Refinery Sector. The future for this Division appears good with greater penetrations expected into these growing sectors. The Division expects to improve its performance during the current year.

 

Empire Life Sciences:

This Division has commenced its activities during the current year and is engaged in importing and marketing of hi-tech and High-end aesthetics equipments in the field of cosmetology. Demand for feeling and looking good is increasing at a much greater pace these days in India. This division is bringing latest patented "elos" (Electrical Optical Scenergy) technology to India, which is much superior technology compared to the conventional Laser or  PL (Intense Pulse Light) already in use in India. The "elos" technology can provide number of aesthetics applications such as skin tightening; skin rejuvenation; wrinkle reduction etc. Looking at the excellent opportunities available in these aesthetics areas this division is expected to do well in the current year.

 

Empire Pharmakem

This Division has also commenced the activities during the current year and supplies quality imported drugs and other pharmaceutical exa'pients to pharma industries. The Division represents specialty molecule manufacturers in the pharmaceutical sector from China and India. The demand for products dealt by the division is good. The Division expects to do good business in the first year of operation in the current year.

 

CAPITAL EXPENDITURE:

 

The Major Capital Expenditure of Rs.141.100 Millions was incurred on partial construction of a seven storied building admeasuring approx. 1,86,000 Sq. Ft. for Information Technology industries at Company's vacant land at Vikhroli. The said building is expected to be completed by end of August, 2007 and would be rented on Leave & License basis to well reputed Companies/Banks. The Company has also spent Rs.108.300  Millions on rebuilding of the furnace and updation of bottle making machineries in our Vitrum Glass factory at Vikhroli.

 

Management Discussion and Analysis

Overall Review

The Company is engaged in the manufacture of Amber Glass Bottles for the Pharmaceutical Industry. It represents a number of foreign manufacturers of Precision Machine Tools, Measuring Instruments, Electronic Instruments, Instrumentation Systems and Chemicals. The performance of all these Divisions is reviewed in the Directors' Report.

 

Industry Structure & Development -

The Vitrum Glass Division is manufacturing Amber Glass Bottles for the Pharmaceutical Industry by using its production capacity fully. This Division is not in a position to increase the capacity of the unit by installing new machines due to Government restrictions on expansion in Mumbai City. However, the Division is making efforts to increase the production by accelerating the speed of Machines.

 

Opportunities & Risks

The Company has developed Industrial Properties at its Lower Parel premises for the use of office purposes and entered into Leave & License Agreements with various Multinational Companies and Banks, such as ABN AMRO Central Enterprise Services Private Limited, ICICI Bank Limited, Maersk India Private Limited, Saurer India Private Limited, Television Eighteen India Limited, Turner International (India) Private Limited and ABN AMRO Bank. The demand from the Pharmaceutical Industry for Glass Containers manufactured by Vitrum Glass Unit is sufficient and hence the Company does not foresee any risks for the product in near future. The revenue of the Divisions involved in agency businesses for marketing the products manufactured by foreign principals are dependent on the Government Policies declared from time to time.

 

Human Resources

During the year under review, cordial relationship was maintained between the management and the employees. The Directors place on record their appreciation for the support and contribution of all employees of the Company.

 

Website Details:

 

Empire Industries Limited is a 105 year old public limited company - a multi-faceted conglomerate with interests in diverse businesses and associated with several international partners in each operating division.


The areas of interest are pursued through autonomous divisions, each headed by an Executive Divisional Director who has independent charge over his department and reports to the Board of Directors for performance.


The Board of Directors consists of eminent personalities and is Chaired by Mr. Satish Chandra Malhotra who has been at the helm for the past 42 years. During this period, the company has diversified and expanded many fold.


Today, Empire stands proud with a paid up capital and reserves of Rupees 350 million, and its revalued assets cross the Rupees 5 billion mark Its permanent employee strength exceeds 1000.


The Company's central and administrative offices are located in Mumbai, which is the commercial Capital of India. Besides this, the Company has regional offices spread all over the country to facilitate market coverage.

Empire Machine Tools is a solutions provider for the Industry of high technology global trends covering areas of :-

 

Ř      Consultancy

Ř      Equipment for Manufacture

Ř      Equipment for Assembly

Ř      Equipment for Testing

Ř      Equipment for Measurement

Ř      Equipment Automation

 

EMPIRE MACHINE TOOLS, METAL FORMING, TESTING & METROLOGY DIVISION, (EMT-MFTM) is a division of Empire Industries Limited Mumbai - India. EMT-MFTM is engaged in Sales and Service of high quality, advanced technology - Metal Forming, Testing and Metrology Equipments and Project Consultancy for Engineering Industries.

 

Countries:

The company represents reputed manufacturers from Europe, USA and Japan. Some of these representations have been active over 50 years.

 

Market Segment:

The company is actively offering, its application knowledge on products and its services to customers in various manufacturing industries and users covering

Ř      Automobiles and auto ancillaries            

Ř       Aircraft and Aerospace

Ř      Defence Hardware Production                

Ř       Power Generation Equipment

Ř      Machine tools and machinery manufacturers       

Ř       Telecommunication Equipment, Computer and Electronic component manufacturers

Ř      Rail Coach and Locomotive        

Ř       Ship Builders

Ř      Precision fabricators      

Ř       Metal processing plants (e.g. Steel Mills, Casting Units, Forging Units, Rolling Units, etc.)

Ř      Commercial Tool Rooms            

Ř      Educational Institutions and Research laboratories

 

Products:

 

The products offered cover a range of hi-tech equipment from overseas for

 

Ř       Metal Forming, Fabricating and Joining Machines for Coils, Plates, Sheets, Bars, Tubes, Strips and Wires. E.g. Presses and Press Lines with or without Tooling and Dies, Plate, Wire and Strip Rolling, Bending, Notching, Swaging, Stretching, Punching, Forging Presses including Screw Presses, Open Die and Radial Forging and Extrusion Presses, Up setters and Nosing Presses, Electron Beam, Laser and Conventional Arc and Spot Welding Machines, Friction Welding, Friction Stir Welding, Riveting, Gluing, etc.

 

Ř       Machines for Processing Metals with Thermal Processes E.g. Laser Cutting, Vacuum Heat Treatment and Vacuum Induction Melting and Degassing Furnaces, Vacuum Arc Re-melting Furnaces, Directional Solidification Furnaces, Induction Hardening of Crank Shafts and Cylinder Blocks, Powder Compacting Presses, Boiler and Core Leaching Autoclaves, Gas Carburizing of Gears, Metal Deposition Equipments, High Pressure and Gravitational Die Casting, etc.

 

Ř       Robotic Welding, Handling, Filling, Painting, Online Measuring, Hemming systems, etc.

 

Ř       Specialized Systems for Automotive Industry e.g. BIW System, Chassis Marriage System, Filling System, End Of Line Equipments, Engine and Transmission Assembly and Testing Sytems including Cold Engine Testing, Dynamometers, ECOS, TCF Lines, Painting Systems, etc.

Ř       Surface Preparation Systems E.g. Shot Blasting and Peening, Carburizing, Ion-Nitriding, Deburring, Polishing, Coating, Painting etc.

 

Ř       Prototyping, Low Volume Production and Reverse Engineering Machines and Software E.g. Fluid Cell Presses, Elastomer Presses, Rapid Prototying, Laser Sintering, 3D Scanning, Laser Beam Digitizing, Industrial Computer Tomography, Vacuum Casting, Prototype Panels, Soft Toolings, etc

 

Ř       Metrology Machines and Testing Equipments E.g. Co-ordinate Measuring Machines, Portable CMM's, Optical Metrology, Material/System Testing, etc

 

Apart from above Equipments EMT-MFTM also offer Consultancy Service from Leading Companies and Experts around the globe in the fields of

Ř       Automotive Industry – eg. Styling, Simultaneous Engineering, Detail Engineering, Planning, Body Engineering, BIW, TCF, Assembly Systems, Layout, Logistics, New Product introduction, Turnkey solutions including local supplies, Plant Layout Engineering, Feasibility Study, Relocation Planning and Services, Cost Reduction Engineering, etc.

 

Manufacturers:

 

EMT- MFTM represents some of the world’s most reputed companies. A few of these companies are

Ř       Trumpf

Ř       Zeiss          

Ř      3D Systems

Ř       MCP-HEK   

Ř       ACB           

Ř      Fagor

Ř       Nikon         

Ř       Techmeta   

Ř      Durr/Schenck

 

 Marketing :

 

To make a proper assessment of customer's requirements, and make the most appropriate recommendations, a team of highly qualified engineers are periodically trained at foreign manufacturers' works and through technical courses conducted by premier organizations in the country. They are also exposed to the latest technology at International Exhibitions around the world. Pre-sales application demonstrations, time studies, benchmarking, cost justification and audio-visuals technical seminars are conducted regularly, to convince customers about the techno - commercial suitability of the high tech products offered by the company.

 

Order Execution:

 

Order execution is followed up closely by competent staff that has many years of experience dealings with public and private sector companies, import procedures and taxes, and with foreign principals from different countries that have their individual export regulations and norms of operation.


After Sales Service:

 

After sales services cover site preparation recommendations, installations, preventive and breakdown maintenance, training of customers on machine operation, application and repair. This is carried out by a team of engineers trained at regular intervals at foreign manufacturers' works. Providing them service and calibration tools and instruments, diagnostic spares and complete service documentation further enhances their capabilities. Prompt service is offered both in-house at our Modern Networked Service Centre in Mumbai or at customers-site, according to the individual necessities.


Customer Friendly Setup:

 

All activities of marketing, order execution and after sales service are streamlined and coordinated through professionally computerized data handling. The All India market is covered by specialists based at its Head Office in Mumbai and at its Regional Offices in Delhi, Kolkata, Bangalore, Chennai & Hyderabad. The total strength in this division is about 100. More than 40% of the field staff are engaged in after-sales-service, and our market image is mainly known by their ability on back-up service.


Local representatives in the different industrial pockets closely keep in touch with customers and bring them closer to the organization. They ensure customer satisfaction, by ensuring quick and quality response from Empire Machine Tools at all times.


Sister Organisation:

 

EMT_MFTM synergises their efforts in the market with their sister organization namely EMPIRE MACHINE TOOLS -METAL CUTTING AND ALLIED TECHNOLOGIES DIVISION (EMT-MCAT) who look after the following products in the same market segments :

 

Metal Cutting Machines for Tool Rooms such as Precision Universal CNC Milling and Boring Machines, Machining Centres & CNC Tool & Cutter Grinders, Die Spotting Machines, CNC Lathes and Mill Turn Centres.

 

Machine Tools for Production Floor such as Flexible Manufacturing Systems, High Speed & High Performance Vertical Machining Centres, CNC Mill Turns, Roll Grinders, Roll Turning Lathes, Portal Type Milling Machines, Slideway Grinders, Surface Grinders, Internal & Face Grinding Machines, Vertical Turret Lathes, Vertical Turning, Boring & Milling Machines, Horizontal Boring Machines from world leaders.

 

The All India market of this EMT-MCAT division is covered by specialists based at its Head Office in Mumbai and at its Regional Offices in Delhi, Kolkata, Bangalore, Chennai & Hyderabad. The total strength in this division is about 50.


Co-operation:

 

The active co-operation between the two divisions EMT- MFTM & EMT- MCAT, both approaching the same target group of clients, has resulted in many satisfied customer who have benefited through purchase of most of their high- tech imported machines and consultancy services from EMPIRE MACHINE TOOLS.

 

 

Empire Machine Tools is a solutions provider for the Industry of high technology global trends covering areas of:-

Press Release:

 

Empire Industries Ltd. Announces Closing of Acquisition of Parr Metal Fabricators

WINNIPEG, MANITOBA--(Market wire - Jan. 8, 2008) – Empire Industries Limited.("Empire") (TSX VENTURE:EIL), one of Western Canada's fastest growing steel fabrication and construction service providers today announced that it has successfully completed its previously announced purchase of the assets and business of Parr Metal Fabricators Ltd. ("Parr Metal") of Winnipeg, Manitoba.



 Highlights:

- Purchase price of $0.45M plus working capital, estimated to be $0.6M


- Purchase price payable in cash at closing with working capital to be paid 90 days after closing


- In 2006, Parr Metal generated revenue of $5 million and normalized EBITDA of $0.5 million.


- Long term property lease of $108,000 per year for a 22,000 square foot shop and 8,000 square foot office.


- Two year option to purchase the property for $1.2 million with a right of first refusal if this option is not exercised.


- Current management will be staying on.


Parr Metal has been in operation for over 30 years. Parr Metal is a leading custom fabricator of carbon steel, Stainless steel and aluminum industrial piping and products, such as pressure vessels, pressure piping, tanks,

Stacks and conveyor systems.



"Parr Metal fills an important role in Empire's strategic plan," stated Guy Nelson, CEO of Empire Industries Limited "With Parr Metal's custom plate and tank fabrication capability, Empire has taken another step towards fulfilling its mission of creating shareholder value by adding value to steel."


"We have worked with Empire for years, both as a supplier and as a customer. It was only natural for the two companies to join forces," said Cesare Sacco, General Manager of Parr Metal. "The Parr Metal management team is looking forward to working with Empire as part of the same team."


About Empire Industries Limited


Subject is a public company that was formed in July 2006 in a reverse takeover of Empire Iron Works Ltd., a Western Canadian steel fabricator and construction services provider that commenced operations in 1958. Empire is one of Western Canada's fastest growing steel fabrication and construction service providers. Empire's mission is to increase shareholder value by adding value to steel. Empire realizes its mission by growing profits organically and through strategic acquisitions in the burgeoning industrial, commercial and institutional construction marketplace of Western Canada. Empire trades on the TSX Venture Exchange under the trading symbol EIL.


This press release contains forward-looking statements, within the meaning of applicable securities legislation, concerning Empire's business and affairs. These statements are identifiable by their use of verbs such as "expect", as well as by the use of future or conditional tenses. These forward looking statements are based on current expectations, and are naturally subject to uncertainty and changes in circumstances that may cause actual results to differ materially. Readers are cautioned not to place undue reliance on such forward-looking statements. Empire assumes no obligation to revise or update these forward-looking statements to reflect the occurrence of unanticipated future events, except as may be required under applicable securities laws. . EBITDA is a non-GAAP measure, defined as earnings before interest and bank charges, income taxes, depreciation and amortization.

 

The TSX Venture Exchange does not accept responsibility for the adequacy or accuracy of this release.

 

Empire Industries Announces Infrastructure Contract to Fabricate and Install BC's Coast Meridian Overpass

 

PORT COQUITLAM, BRITISH COLUMBIA -- (Market wire - Feb. 6, 2008) – Empire Industries Limited ("Empire") (TSX VENTURE:EIL), one of western Canada's fastest growing steel fabrication and construction service providers announced today that its BC subsidiary had been awarded a $21 million contract to fabricate and install the Coast Meridian Overpass for SNC-Lavalin Constructors Pacific Inc. The project involves fabricating and installing a 580 meter-long cable-stayed bridge over the CP Railway yards linking north and south Port Coquitlam with two lanes in each direction, a sidewalk and two bicycle lanes.


Empire has more than tripled its capacity in the past 18 months and has been actively pursuing additional work to utilize this capacity. This contract increases Empire's current backlog to $101 million from the last reported backlog of $73 million at November 30, 2007.


"Empire has greatly increased its capabilities and capacity in infrastructure fabrication and installation when it acquired George Third & Son in 2006, KWH Constructors and Dynamic Structures Ltd. in 2007, so we were particularly pleased to be awarded this important regional infrastructure project. We are also very pleased to be working with SNC-Lavalin again, who were awarded the design and construction contract for this project last month by the City of Port Coquitlam. Approximately 75 per cent of this contract will occur in 2008 with completion scheduled for late 2009," said Guy Nelson, CEO of Empire.



About Empire Industries Limited


Subject is a public company that was formed in July 2006 in a reverse takeover of Empire Iron Works Ltd., a Western Canadian steel fabricator and construction services provider that commenced operations in 1958. Empire is one of Western Canada's fastest growing steel fabrication and construction service providers. Empire's mission is to increase shareholder value by adding value to steel. Empire realizes its mission by growing profits organically and through strategic acquisitions in the burgeoning industrial, commercial and institutional construction marketplace of Western Canada. Empire trades on the TSX Venture Exchange under the trading symbol EIL.


This press release contains forward-looking statements, within the meaning of applicable securities legislation, concerning Empire's business and affairs. These statements are identifiable by their use of verbs such as "expect", as well as by the use of future or conditional tenses. These forward looking statements are based on current expectations, and are naturally subject to uncertainty and changes in circumstances that may cause actual results to differ materially. Readers are cautioned not to place undue reliance on such forward-looking statements. Empire assumes no obligation to revise or update these forward-looking statements to reflect the occurrence of unanticipated future events, except as may be required under applicable securities laws.

 

The TSX Venture Exchange does not accept responsibility for the adequacy or accuracy of this release.

 

 

Empire Industries Ltd. Reports The Successful Acquisition of Tornado Technologies Inc.
December 3, 2007


EMPIRE INDUSTRIES LTD. AND TORNADO TECHNOLOGIES INC. REPORTS THE SUCCESSFUL ACQUISITON OF TORNADO BY EMPIRE


NEWS RELEASE- FOR IMMEDIATE RELEASE:


Winnipeg, Manitoba, December 3, 2007 – Empire Industries Ltd. ("Empire") (EIL: TSX.V), one of western Canada's fastest growing steel fabrication and construction service providers, and Tornado Technologies Inc. ("Tornado") (TDO: TSX.V), jointly announced today the successful completion of the previously announced amalgamation pursuant to which Empire has acquired all of the issued and outstanding common shares of Tornado on the basis of 2.09 common shares of Empire for each outstanding common share of Tornado (the "Transaction"). 
In connection with completion of the Transaction, Messrs. Bill Rollins and Robert Marshall have been appointed to Empire's board of directors effective on completion of the Transaction.  All of Tornado’s senior management remains in place.

Letters of Transmittal were previously forwarded to shareholders of Tornado to be utilized by them in order to exchange their certificates representing common shares of Tornado for certificates representing common shares of Empire.

The common shares of Tornado have been halted from trading on the TSX Venture Exchange and will remain halted indefinitely pending the issuance of a Bulletin of the TSX Venture Exchange confirming the formal de-listing of the common shares of Tornado from such exchange.

 Highlights of the Acquisition:



➢    Pro forma revenue for the six months ending June 30, 2007 of $79 million


➢    Pro forma EBITDA for the six months ending June 30, 2007 of $5.2 million


➢    Pro forma total assets at June 30, 2007 of $115 million


➢    Pro forma shareholders' equity at June 30, 2007 of $39.5 million ($0.45 per share)


➢    Combined employees of approximately 800


➢    Share exchange ratio of 2.09 will result in approximately 31 million Empire common shares being issued to Tornado shareholders, bringing the total number of Empire shares issued and outstanding to approximately 88.6 million. (June 30, 2007 pro forma)


“Empire has a strategic mandate to focus its business on three core product areas; steel fabrication (structural, plate and pipe), steel construction and maintenance services and industrial equipment manufacturing targeted for the western Canadian market place. The acquisition of Tornado greatly enhances Empire's plate steel fabrication capability as well as its industrial equipment manufacturing capability. Empire is pleased to join these two high quality businesses together as one public company. The Transaction increases our Alberta steel fabrication capacity concurrent with strengthening our balance sheet. Moreover, we have identified specific synergistic benefits that we will begin taking advantage of." said Guy Nelson, CEO of Empire.


"Tornado is excited about joining forces with Empire. Empire's mix of business immediately extends Tornado's operations and sales opportunities across Western Canada. This Transaction provides the combined company with the scale and breadth of product offering needed to take advantage of the tremendous opportunities both companies have in Western Canada," stated Bill Rollins, CEO of Tornado.


About Empire Industries Ltd.


Empire Industries Ltd. (“Empire”) is a public company that was formed in July 2006 in a reverse takeover of Empire Iron Works Ltd., a Western Canadian steel fabricator and construction services provider that commenced operations in 1958. Empire is one of Western Canada’s fastest growing steel fabrication and construction service providers. Empire’s mission is to increase shareholder value by adding value to steel.  Empire realizes its mission by growing profits organically and through strategic acquisitions in the burgeoning industrial, commercial and institutional construction marketplace of Western Canada. Empire trades on the TSX Venture Exchange under the trading symbol EIL.


About Tornado Technologies Inc.


Tornado Technologies Inc. ("Tornado") has been in operation since 1985 and went public in 1997. Tornado designs, fabricates and sells a wide range of products to the oil and gas industry. It manufactures three primary product lines; combustion equipment (including flares, incinerators, pilots, ignition systems, and flame & detonation arrestors), production equipment (separators, knock-out tanks, and production tanks), metering skids, dehydrators, treaters and line-heaters) and truck mounted equipment (hydrovac and vacuum trucks). Tornado changed its name from Petro Field Industries Inc. effective April 17, 2007. Tornado has three fabrication plants in Alberta (Calgary, Stettler and Gadsby) and one in Houston, Texas. Tornado is now a wholly owned subsidiary of Empire.

 

The TSX Venture Exchange does not accept responsibility for the adequacy or accuracy of this release.

This press release contains forward-looking statements, within the meaning of applicable securities legislation, concerning Empire’s business and affairs.  These statements are identifiable by their use of verbs such as “expect”, as well as by the use of future or conditional tenses.  These forward looking statements are based on current expectations, and are naturally subject to uncertainty and changes in circumstances that may cause actual results to differ materially.  Readers are cautioned not to place undue reliance on such forward-looking statements.  Empire assumes no obligation to revise or update these forward-looking statements to reflect the occurrence of unanticipated future events, except as may be required under applicable securities laws.

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. 39.94

UK Pound

1

Rs. 78.81

Euro

1

Rs. 63.05

 

 

SCORE & RATING EXPLANATIONS

 

SCORE FACTORS

 

RANGE

POINTS

HISTORY

1~10

7

PAID-UP CAPITAL

1~10

7

OPERATING SCALE

1~10

7

FINANCIAL CONDITION

 

 

--BUSINESS SCALE

1~10

7

--PROFITABILIRY

1~10

7

--LIQUIDITY

1~10

7

--LEVERAGE

1~10

7

--RESERVES

1~10

7

--CREDIT LINES

1~10

7

--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

NO

--LISTED

YES/NO

YES

--OTHER MERIT FACTORS

YES/NO

YES

TOTAL

 

63

 

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