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Report Date : |
28.02.2008 |
IDENTIFICATION
DETAILS
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Name : |
OWENS CORNING (INDIA) LIMITED |
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Registered Office : |
Mahindra Towers, Ground Floor, Road No. 13, Worli, Mumbai – 400 018,
Maharashtra |
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Country : |
India |
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Financials (as on) : |
31.03.2007 |
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Date of Incorporation : |
05.07.1995 |
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Com. Reg. No.: |
11-124707 |
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CIN No.: [Company
Identification No.] |
U73100MH1995PLC124707 |
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TAN No.: [Tax
Deduction & Collection Account No.] |
MUMO01785A |
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Legal Form : |
It is a closely held public limited liability company. Subject is a subsidiary of Owens Corning, USA & IPM Inc., USA. |
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Line of Business : |
Manufacturing and Trading of Roofing Products, Commercial Roofing,
Insulation Foam, Asphalt, Fibre Glass, Yarn Textile, Rovings and Mats, etc. |
RATING &
COMMENTS
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MIRA’s Rating : |
Aa |
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RATING |
STATUS |
PROPOSED CREDIT LINE |
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71-85 |
Aa |
Possesses adequate working capital. No caution needed for credit
transaction. It has above average (strong) capability for payment of interest
and principal sums |
Large |
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Maximum Credit Limit : |
USD 9120000 |
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Status : |
Good |
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Payment Behaviour : |
Regular |
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Litigation : |
Clear |
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Comments : |
Subject is a well
established and reputed company having fine track. Directors are reported as
experienced and respectable businessmen. Trade relations are fair. Business
is active. Payments are usually correct and as per commitments. The company can
be considered normal for business dealings at usual trade terms and
conditions. It can be
regarded as a promising business partner in a medium to long-run. |
LOCATIONS
|
Registered Office : |
Mahindra Towers, Ground Floor, Road No. 13, Worli, Mumbai – 400 018,
Maharashtra, India |
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Tel. No.: |
91-22-2839 8250/ 56681700 |
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Fax No.: |
91-22-2839 8251 |
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E-Mail : |
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Location : |
Owned |
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Corporate Office : |
301-310, A Wing, Bonanza, Sahar Plaza Complex, M. V. Road, Andheri
(East), Mumbai - 400 059, Maharashtra, India |
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Tel. No.: |
91-22-28398250 |
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Fax No.: |
91-22-28398251 |
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Location : |
Owned |
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Factory 1 : |
Plot No. T 28, MIDC, Phase 2, Taloja, District Raigad, Maharashtra,
India |
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Location : |
Owned |
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Branches : |
Located at: New Delhi and Mumbai |
DIRECTORS
|
Name |
Mr. Raj Kumar Pitamber |
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Designation |
Director
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Date of Birth |
25.09.1940 |
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Address |
Windsor Villa West, Field Estate,
Bhulabhai Desai Road, Mumbai – 400 006 |
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Date of
Appointment |
07.01.1997 |
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Name |
Mr. Satish G. Kulkarni |
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Designation |
Managing Director |
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Address |
203, Panju Mahal. B. J. Road, Bandstand, Bandra
(West), Mumbai – 400 050 |
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Date of Birth |
24.10.1955 |
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Name |
Mr. Santosh Senapati |
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Designation |
Director |
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Address |
72C, Grand Paradi, Dady Seth Hill, August
Kranti Marg, Mumbai |
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Date of Birth |
03.04.1964 |
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Date of
Appointment |
28.10.1999 |
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Name |
Mr. Arun K. Nanda |
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Designation |
Director |
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Address |
3, St. Helens Court Road, Gopal Rao
Deshmukh Marg, Mumbai |
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Date of Birth |
13.03.1949 |
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Date of
Appointment |
15.04.1999 |
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Name |
Mr. Steven J. Strobel (Foreign) |
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Designation |
Director |
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Address |
2606, Westchester, Toledo, Ohio 43615, USA |
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Date of Birth |
12.07.1957 |
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Date of
Appointment |
22.02.2000 |
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Name |
Mr. Charles E. Dana (Foreign) |
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Designation |
Director |
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Address |
2646, Forest Vale, Toledo, Ohio, USA |
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Date of Birth |
25.07.1955 |
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Date of
Appointment |
22.02.2000 |
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Name |
Mr. James S. Balaszczyk (Foreign) |
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Designation |
Director |
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Address |
Owens Corning Korea, 17th
Floor, Donguon, Securities Bldg., 34-7, Yoida Dong, Yong Dunpe Ke Seoul –
150010, Korea |
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Date of Birth |
09.09.1955 |
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Date of
Appointment |
09.12.2002 |
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Name |
Mr. Rogerfields (Foreign) |
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Designation |
Alternate Director |
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Address |
Owens Corning Who, Toledo, USA |
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Date of
Appointment |
09.12.2002 |
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Name |
Mr. Richard Dale Lantz (Foreign) |
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Designation |
Alternate Director |
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Address |
875, Big Express Circle, Sylvania Ohio,
USA – 43560 |
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Date of Birth |
29.10.1951 |
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Date of
Appointment |
09.12.2002 |
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|
Name |
Mr. Satish G Kulkarni |
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Designation |
Managing Director |
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Address |
203, Panju Mahal, B J Road, Bandstand,
Bandra (West), Mumbai – 400 050, Maharashtra, India |
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Date of Birth |
24.10.1955 |
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Date of
Appointment |
02.04.2003 |
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Name |
Mr. Steve Nowak (Foreign) |
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Designation |
Director |
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Address |
50100, Northridge, Plymoth, Mechigan, USA |
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Date of Birth |
08.01.1961 |
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Date of
Appointment |
26.05.2003 |
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Name |
Mr. Steve Zirkel (Foreign) |
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Designation |
Director |
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Address |
Hanai Building, 3 F, 1-2-9, Shibakoen,
Minatoku, Tokyo, Japan 105 0011 |
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Date of Birth |
22.09.1962 |
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Date of
Appointment |
10.06.2004 |
KEY EXECUTIVES
|
Name |
Mr. Shrikant Mate |
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Designation |
Company Secretary |
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Address |
A/ 8, Ganesh Bhava, Noori Bhava, Noori Baba Road, Thane, Maharashtra,
India |
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Date of Birth |
13.06.1962 |
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Date of
Appointment |
16.12.2004 |
MAJOR SHAREHOLDERS
/ SHAREHOLDING PATTERN
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Names of Shareholders |
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No. of Shares |
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Ms. Jyothi Sagar |
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1 |
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Mr. Sajai Singh |
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1 |
|
Mahendra Holding & Finance Limited |
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28124792 |
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ILFS & Trust Co. Limited |
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12100202 |
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Archway Investments Limited |
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12100203 |
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IPMC Inc Delaware (USA) |
|
78487796 |
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Mahindra Holding & Finance Limited & Mr. A. K. Nanda |
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1 |
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Mahindra Holding & Finance Limited & Mr. R. R. Krishnan |
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1 |
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Names of Shareholders |
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Percentage of
Holding |
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Foreign Holding [Foreign Institution(s), Foreign Companie(s), Foreign
Financial Insitution(s), Non-Resident Indian(s), or Overseas Corporate Bodies
or Others |
|
78.50 |
|
Bodies Corporate |
|
21.50 |
|
Total |
|
100.00 |
BUSINESS DETAILS
|
Line of Business : |
Manufacturing and Trading of Roofing Products, Commercial Roofing,
Insulation Foam, Asphalt, Fibre Glass, Yarn Textile, Rovings and Mats, etc. |
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Products : |
* Mats * Rovings |
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Exports : |
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Products : |
All Products |
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Countries : |
UAE and Saudi Arabia |
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Imports : |
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Products : |
Raw Material |
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Countries : |
Germany, Korea and Japan |
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GENERAL
INFORMATION
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No. of Employees : |
Around 350 |
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Bankers : |
* Standard Chartered Grindlays Bank, New Delhi * Standard Chartered Grindlays Bank, Mumbai * Centurion Bank of Punjab Limited, Durga Niwas M G Road, Panaji, Goa 403 001, India * Export Import Bank of India, Centre One Building, 21st Floor, Wordl Trade Centre Complex, Cuffe Parade, Mumbai 400 005, Maharashtra, India |
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Banking
Relations : |
Good |
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Auditors : |
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Name : |
Price Waterhouse & Company Chartered Accountants |
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Address : |
252, Veer Savarakar Marg, Opp Shivaji Park, Dadar (West), Mumbai 400
028, Maharashtra, India |
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Holding Company : |
* IPM Inc., USA * Owens Corning, Toledo, Ohio 43659 |
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Associates/Subsidiaries : |
* Mahindra Holding & Finance Limited * Mahindra & Mahindra Limited * Owens Corning Canada INC * Owens Corning Veil U.K. Limited * Owens Corning Composites SPRL, Belgium * Owens Corning (Sweden) Limited * Owens Corning Espana S.A., Spain * Owens Corning Korea * Owens Corning Fiberglass France S.A. * Owens Corning Fiberglas Norway A/S * Owens Corning (Japan) Limited * Owens Corning (China) Investment Co. Limited |
CAPITAL STRUCTURE
Authorised Capital :
|
No. of Shares |
Type |
Value |
Amount |
|
|
|
|
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|
200000000 |
Equity Shares |
Rs. 10/- each |
Rs. 2000.000
millions |
|
2500000 |
Preference Shares |
Rs. 100/- each |
Rs. 250.000
millions |
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|
Total |
|
Rs. 2250.000
millions |
Issued, Subscribed & Paid-up Capital :
|
No. of Shares |
Type |
Value |
Amount |
|
|
|
|
|
|
130812997 |
Equity Shares |
Rs. 10/- each |
Rs. 1308.130
millions |
FINANCIAL DATA
[all figures are in Rupees Millions]
ABRIDGED BALANCE
SHEET
|
SOURCES OF FUNDS |
|
01.01.2006 To 31.03.2007 |
01.01.2005 To 31.12.2005 |
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|
SHAREHOLDERS FUNDS |
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1] Share Capital |
|
1308.130 |
1308.130 |
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2] Share Application Money |
|
0.000 |
0.000 |
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3] Reserves & Surplus |
|
971.889 |
951.129 |
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4] (Accumulated Losses) |
|
0.000 |
0.000 |
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NETWORTH |
|
2280.019 |
2259.259 |
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LOAN FUNDS |
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1] Secured Loans |
|
1550.370 |
1196.079 |
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2] Unsecured Loans |
|
83.982 |
96.649 |
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TOTAL BORROWING |
|
1634.352 |
1292.728 |
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DEFERRED TAX LIABILITIES |
|
0.000 |
0.000 |
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TOTAL |
|
3914.371 |
3551.987 |
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APPLICATION OF FUNDS |
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FIXED ASSETS [Net Block] |
|
3457.112 |
2938.633 |
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Capital work-in-progress |
|
236.338 |
232.979 |
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INVESTMENT |
|
0.005 |
0.005 |
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DEFERREX TAX ASSETS |
|
0.000 |
0.000 |
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CURRENT ASSETS, LOANS & ADVANCES |
|
|
|
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Inventories |
|
328.576 |
236.302 |
|
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Sundry Debtors |
|
448.619 |
104.742 |
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Cash & Bank Balances |
|
14.102 |
426.481 |
|
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Other Current Assets |
|
6.461 |
323.012 |
|
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Loans & Advances |
|
294.571 |
121.130 |
|
Total
Current Assets |
|
1092.329 |
1211.667 |
|
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Less : CURRENT LIABILITIES & PROVISIONS |
|
|
|
|
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Current Liabilities |
|
856.962 |
816.907 |
|
|
Provisions |
|
14.451 |
14.390 |
|
Total
Current Liabilities |
|
871.413 |
831.297 |
|
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Net Current Assets |
|
220.916 |
380.370 |
|
|
|
|
|
|
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MISCELLANEOUS EXPENSES |
|
0.000 |
0.000 |
|
|
|
|
|
|
|
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TOTAL |
|
3914.371 |
3551.987 |
|
PROFIT & LOSS
ACCOUNT
|
PARTICULARS |
|
01.01.2006 To 31.03.2007 |
01.01.2005 To 31.12.2005 |
|
|
Sales Turnover |
|
2482.165 |
1431.190 |
|
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Other Income |
|
111.489 |
90.760 |
|
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Total Income |
|
2593.654 |
1521.950 |
|
|
|
|
|
|
|
|
Profit/(Loss) Before Tax |
|
35.253 |
50.000 |
|
|
Provision for Taxation |
|
0.000 |
0.000 |
|
|
Profit/(Loss) After Tax |
|
35.253 |
50.000 |
|
|
|
|
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Earnings in Foreign Currency : |
|
|
|
|
|
|
Export Earnings |
|
945.834 |
819.605 |
|
Total Earnings |
|
945.834 |
819.605 |
|
|
|
|
|
|
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Expenditures : |
|
|
|
|
|
|
Raw Material Consumed |
|
483.564 |
183.890 |
|
|
Purchases made for re-sale |
|
593.856 |
82.079 |
|
|
Consumption of stores and spares parts |
|
128.160 |
93.615 |
|
|
Increase/(Decrease) in Finished Goods |
|
(104.099) |
40.037 |
|
|
Salaries, Wages, Bonus, etc. |
|
215.040 |
172.846 |
|
|
Managerial Remuneration |
|
11.730 |
9.887 |
|
|
Payment to Auditors |
|
2.048 |
1.023 |
|
|
Interest |
|
154.883 |
96.672 |
|
|
Insurance Expenses |
|
38.234 |
19.600 |
|
|
Power & Fuel |
|
442.715 |
234.931 |
|
|
Depreciation & Amortization |
|
310.031 |
237.646 |
|
|
Other Expenditure |
|
282.239 |
299.724 |
|
Total Expenditure |
|
2558.401 |
1471.950 |
|
KEY RATIOS
|
PARTICULARS |
|
|
01.01.2006 To 31.03.2007 |
01.01.2005 To 31.12.2005 |
|
PAT / Total
Income |
(%) |
|
1.36 |
3.28 |
|
|
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|
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|
Net Profit Margin (PBT/Sales) |
(%) |
|
1.36 |
3.28 |
|
|
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|
Return on Total Assets (PBT/Total Assets} |
(%) |
|
0.73 |
1.14 |
|
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Return on Investment (ROI) (PBT/Networth) |
|
|
0.01 |
0.02 |
|
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Debt Equity Ratio (Total Liability/Networth) |
|
|
2.09 |
1.94 |
|
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|
Current Ratio (Current Asset/Current Liability) |
|
|
1.25 |
1.45 |
LOCAL AGENCY
FURTHER INFORMATION
HISTORY
The company was incorporated on 5th July, 1995 at New Delhi in India having Company Registration Number 70515.
The company’s Registered Office was shifted from New Delhi to Mumbai with effect from 06.03.2000 and a New Company Registration Number 124707 of Mumbai ROC was obtained.
The company has been promoted by Owens Corning, a company incorporated in the USA and Mahindra & Mahindra Limited, an Indian Company. The company is involved in the manufacturing of glass fiber for use in composites.
FORM 8 :
|
This form is for |
Creation of
charge |
|
Corporation identity number (CIN) or foreign company registrations number of the company |
U73100MH1995PLC124707 |
|
Name of the company |
OWENS CORNING (INDIA) LIMITED |
|
Address |
Mahindra Towers, Ground Floor, Road No. 13, Worli, Mumbai – 400 018,
Maharashtra, India |
|
Type of Charges |
Movable property |
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Whether consortium finance is involved |
No |
|
Whether joint charge involved |
Yes |
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Number of charge holder(s) |
2 |
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Particular of the charge holder |
Centurion Bank of Punjab Limited Durga Niwas M G Road, Panaji, Goa 403 001, India |
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Nature or description of the instrument creating or modifying the charge |
Joint deed of hypothecation of plant and machinery and other movable fixed assets |
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Date of the instrument creating charge |
26.02.2007 |
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Whether charge created or modified outside India |
No |
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Amount Secure by the charge |
Rs.
473.000 millions |
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Brief particulars of the principal terms and conditions and extent and operation of the charge |
Rate of Interest: Centurion Bank of Punjab Limited – Gsec plus 150 basis points Bank Muscat – LIBOR plus 200 basis points Terms of repayment: Centurion Bank of Punjab Limited – May 2009 Bank Muscat – 4 quarterly installments commencing from October, 2009 Extent and operation of the charge: 1/charge to rank on pari passu basis with the lenders., more particularly described in the schedule II attached to the joint deed of hypothecation 2/Security to cover principal together with interest, costs, charges, expenses, etc. Others: security created in respect of the following credit facilities granted by: Centurion Bank of Punjab Limited – Rs. 250.000 millions Bank Muscat (SAOG) – USD 5 Million equiv to – Rs. 223 million (approx.) |
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Short particulars of the Property charged |
All the movable fixed plant and machinery, furniture, fixtures, etc. both present and future (as listed in schedule I attaché to the joint deed of hypothecation), being movable fixed assets, now stored at or being stored or which may hereafter be brought into or stored at or at present installed at Plot No. T-28, in the Taloja Industrial Area, within the village limits of municipal council, Taluka Panvel, District Raigad and also the plant and machinery, which may at any time belong to the company. |
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Whether any of the property or interest therein under reference is not registered in the name of the company |
No |
|
Name of the company |
OWENS CORNING (INDIA) LIMITED |
|
Presented By |
Mr. Satish Kulkarni, Managing Director |
|
1) Date and description of instrument creating the change |
Unattested deed of hypothecation dated 04.04.2005 executed by Owens Corning India Limited (therin and hereafter referred to as “the Borrower” ) in favour of Export Import Bank of indai (Exim Bank) a certified true copy whereof is attached hereto. |
|
2) Amount secured by the charge/amount owing on the securities of charge |
Loan of USD 7.000 million (including any coverted Rupee amount(s) consequent upon default, in the case of foreign currency loan) together with interest, compound interest, additional interest by the way of liquidated damages (in case of default), costs, (legal costs on full indemnity basis), charges, expenses, and all other monies payable by the borrower to Exim Bank under the loan agreement dated 04.04.2005 made between the borrower and Exim Bank |
|
3) Short particular of the property charged. If the property acquired is subject to charge, date of the acquired of the property should be given |
The whole of the borrower’s movable assets, both present and future briefly described in schedule III to the deed of hypothecation including its movable plant and machinery and current assets both present and future |
|
4) Gist of the terms and conditions and extent and operation of the charge. |
The charges created by the aforesaid deed of hypothecation shall operates as a continuing security by way of a pari passu first charge over the borrower movable fixed assets and pari passu first charge over the borrower current assets for the due repayment by the borrower to Exim Bank of the loan of USD 7.000 million (including any converted rupee amount(s) consequent upon default in the case of foreign currency loan) together with payment of interest, compound interest, additional interest, by way of liquidated damages (in case of default), costs, (legal costs on full indemnity basis), charges, expenses, and all other monies payable by the borrower to Exim Bank in terms of the said loan agreement. The said charge shall rank in the order of priority set out in schedule IV to the deed of hypothecation |
|
5) Name and Address and description of the person entitled to the charge. |
Export Import Bank of India Centre One Building, 21st Floor, Wordl Trade Centre Complex, Cuffe Parade, Mumbai 400 005, Maharashtra, India |
|
6) Date and brief description of instrument modifying the charge |
NA |
|
7) Particulars of modifications specifying the terms and conditions or the extent of operations of the charge in which modification is made and the details of the modification. |
NA |
The company is in trade terms with
:
Ø Mahindra &
Mahindra Limited, Mumbai
The company’s fixed assets of important value include leasehold land,
building, plant & machinery, computers, office equipments, furniture &
fixtures and vehicles.
CMT REPORT
(Corruption, Money Laundering & Terrorism]
The Public Notice information has been collected from various sources
including but not limited to: The Courts, India Prisons Service,
Interpol, etc.
1] INFORMATION ON
DESIGNATED PARTY
No records exist designating subject or any of its beneficial owners,
controlling shareholders or senior officers as terrorist or terrorist
organization or whom notice had been received that all financial transactions
involving their assets have been blocked or convicted, found guilty or against
whom a judgement or order had been entered in a proceedings for violating
money-laundering, anti-corruption or bribery or international economic or
anti-terrorism sanction laws or whose assets were seized, blocked, frozen or
ordered forfeited for violation of money laundering or international
anti-terrorism laws.
2] Court Declaration :
No records exist to suggest that subject is
or was the subject of any formal or informal allegations, prosecutions or other
official proceeding for making any prohibited payments or other improper
payments to government officials for engaging in prohibited transactions or
with designated parties.
3] Asset Declaration :
No records exist to suggest that the property or assets of the subject
are derived from criminal conduct or a prohibited transaction.
4] Record on Financial
Crime :
Charges or conviction
registered against subject: None
5] Records on Violation of
Anti-Corruption Laws :
Charges or
investigation registered against subject: None
6] Records on Int’l
Anti-Money Laundering Laws/Standards :
Charges or
investigation registered against subject: None
7] Criminal Records
No
available information exist that suggest that subject or any of its principals
have been formally charged or convicted by a competent governmental authority
for any financial crime or under any formal investigation by a competent
government authority for any violation of anti-corruption laws or international
anti-money laundering laws or standard.
8] Affiliation with
Government :
No record
exists to suggest that any director or indirect owners, controlling
shareholders, director, officer or employee of the company is a government
official or a family member or close business associate of a Government
official.
9] Compensation Package :
Our market
survey revealed that the amount of compensation sought by the subject is fair
and reasonable and comparable to compensation paid to others for similar
services.
10] Press Report :
No press reports / filings exists on
the subject.
CORPORATE
GOVERNANCE
MIRA INFORM as part of its Due Diligence do provide comments on
Corporate Governance to identify management and governance. These factors often
have been predictive and in some cases have created vulnerabilities to credit
deterioration.
Our Governance Assessment focuses principally on the interactions
between a company’s management, its Board of Directors, Shareholders and other
financial stakeholders.
CONTRAVENTION
Subject is not known to have contravened any existing local laws,
regulations or policies that prohibit, restrict or otherwise affect the terms
and conditions that could be included in the agreement with the subject.
FOREIGN EXCHANGE
RATES
|
Currency |
Unit
|
Indian Rupees |
|
US Dollar |
1 |
Rs.39.81 |
|
UK Pound |
1 |
Rs.78.94 |
|
Euro |
1 |
Rs.60.12 |
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 |
NO |
|
--OTHER ADVERSE INFORMATION |
YES/NO |
NO |
|
MERIT POINTS |
|
|
|
--SOLE DISTRIBUTORSHIP |
YES/NO |
NO |
|
--EXPORT ACTIVITIES |
YES/NO |
YES |
|
--AFFILIATION |
YES/NO |
YES |
|
--LISTED |
YES/NO |
NO |
|
--OTHER MERIT FACTORS |
YES/NO |
YES |
|
TOTAL |
|
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 |
|