MIRA
INFORM REPORT
|
Report Date : |
21.07.2008 |
IDENTIFICATION
DETAILS
|
Name : |
ACME TELE POWER LIMITED |
|
|
|
|
Registered Office : |
9th Floor, DLF Infinity Tower – C, DLF Cyber City, Phase –
II, Gurgaon – 122 002, Haryana |
|
|
|
|
Country : |
India |
|
|
|
|
Financials (as on) : |
31.03.2007 |
|
|
|
|
Date of Incorporation : |
14.01.2003 |
|
|
|
|
Com. Reg. No.: |
55-35026 |
|
|
|
|
CIN No.: [Company
Identification No.] |
U64202HR2003PLC035026 |
|
|
|
|
TAN No.: [Tax
Deduction & Collection Account No.] |
RTKA03044G |
|
|
|
|
PAN No.: [Permanent
Account No.] |
AAECA0914A |
|
|
|
|
Legal Form : |
Closely Held Public Limited
Liability Company |
|
|
|
|
Line of Business : |
Manufacturers of Green
Shelter, Power Interface Unit [PIU] and All fresh Cold Storage. |
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 18000000 |
|
|
|
|
Status : |
Excellent |
|
|
|
|
Payment Behaviour : |
Regular |
|
|
|
|
Litigation : |
Exists |
|
|
|
|
Comments : |
Subject is a well
established company having fine track.
Financial position is good.
Payments are correct and as per commitments. Trade relations are fair.
The company is doing
well. It can be considered good for
any normal business dealings at usual trade terms and conditions. |
LOCATIONS
|
Registered Office : |
9th Floor, DLF Infinity Tower – C, DLF Cyber City, Phase –
II, Gurgaon – 122 002, Haryana, India |
|
Tel. No.: |
91-124-4561800 |
|
Fax No.: |
91-124-4147188 |
|
E-Mail : |
|
|
Website : |
|
|
Area : |
16000 sq. ft. |
|
Location : |
Rented |
|
|
|
|
Head Office : |
Discovery, Plot No. 48,
Sector – 5, IMT Manesar, Gurgaon, Haryana, India |
|
Tel. No.: |
91-124-2291361 / 62,
2291225 / 2291378 |
|
Fax No.: |
91-124-2291352 |
|
|
|
|
R & D Centre : |
Plot No. 182A, Sector –
3, IMT, Manesar – 122050, Gurgaon, Haryana, India |
|
Tel. No.: |
91-124-2291361/62 |
|
|
|
|
Corporate Office : |
Plot No. 63, Phase – IV, Udyog Vihar, Gurgaon – 122 016, Haryana,
India |
|
Tel. No.: |
91-124-4561800 / 4751700 |
|
Fax No.: |
91-124-4147188 / 4751887 |
|
|
|
|
Factory 1 : |
Plot No.3-8, 29-34, Sector-V, IIE, SIDCUL, Pantnagar – 263153,
Uttranchal, India |
|
Tel. No.: |
91-9927099599 |
|
|
|
|
Factory 2 : |
Swaraj Building, Sector 4 Crossing, Village Ambota, Kasauli Road,
Parwanoo – 173220, District Solan, Himachal Pradesh, India |
|
Tel. No.: |
91-1792-235042/3225598 |
|
Fax No.: |
91-1792-235065/235265 |
|
|
|
|
Factory 3 : |
Plot No.90, Sector – 5,
IMT Manesar, Gurgaon, Haryana, India |
|
Tel. No.: |
91-124-2291361 |
|
Fax No.: |
91-124-2291352 |
|
|
|
|
Branches : |
Domestic Offices ·
Ahmedabad ·
Bhubaneshwar ·
Chandigarh ·
Chennai ·
Guwahati ·
Hyderabad ·
Indore ·
Jaipur ·
Kolkata ·
Lucknow ·
Meerut ·
Mumbai ·
Patna ·
Pune International Offices ·
Washington ·
New York ·
Singapore ·
Cyprus ·
Toronto ·
Djakarta |
DIRECTORS
|
Name : |
Mr. Manoj Kumar Upadhyay |
|
Designation : |
Managing Director |
|
Address : |
F - 49, 2nd
Floor, Tulip Garden, Sushant Lok 2 and 3, Gurgaon – 122 050, Haryana, India |
|
Date of Birth/Age : |
01.06.1970 |
|
Qualification : |
Diploma in Electronic
Engineering |
|
Date of Appointment : |
26.03.2003 |
|
|
|
|
Name : |
Mr. Sunil Sethy |
|
Designation : |
Whole Time Director |
|
Address : |
601, Block-33, Heritage City, Gurgaon – 122 002, Haryana, India |
|
Date of Birth/Age : |
56 Years |
|
|
|
|
Name : |
Mr. Virendra Kumar Maurya |
|
Designation : |
Director |
|
Address : |
2nd Floor, Tulip Garden, Sushant Lok, Phase II, Sector –
56, Gurgaon, Haryana, India |
|
Date of Birth/Age : |
43 Years |
|
|
|
|
Name : |
Mr. Arun Seth |
|
Designation : |
Director |
|
Address : |
New Delhi - 110 070, India |
|
Date of Birth/Age : |
56 Years |
|
|
|
|
Name : |
Mr. Shyam Sunder Bhartia |
|
Designation : |
Director |
|
Address : |
46, Friends Colony (East), New Delhi – 110 065, India |
|
Date of Birth/Age : |
55 Years |
KEY EXECUTIVES
|
Name : |
Mr. Sanjay Dhawan |
|
Designation : |
Chief Executive Officer |
|
|
|
|
Name : |
Mr. Kapil Kathpalia |
|
Designation : |
Senior Vice President |
|
|
|
|
Name : |
Mr. J. M. Bonilla |
|
Designation : |
Chief Operating Officer – Manufacturing Operations |
|
|
|
|
Name : |
Mr. R Venkatesh Govind |
|
Designation : |
Vice President, Technology |
|
|
|
|
Name : |
Mr. Barun Banerji |
|
Designation : |
Head – Corporate Communications |
|
|
|
|
Name : |
Mr. Sandeep Kanwar |
|
Designation : |
Executive Vice President – Field Operations |
|
|
|
|
Name : |
Mr. Arun V. Jalan |
|
Designation : |
Head – Product Strategy, Development and Rollout |
|
|
|
|
Name : |
Mr. Joseph P. Hickey |
|
Designation : |
Head – Customer Relation (India) |
|
|
|
|
Name : |
Mr. P. Vijayan |
|
Designation : |
Executive Vice President – Finance and Accounts |
|
|
|
|
Name : |
Mr. Rajeev Chanan |
|
Designation : |
Head – Business Development and Customer Engagement |
MAJOR SHAREHOLDERS
/ SHAREHOLDING PATTERN
Shareholding pattern of Company before and after the offer
|
Shareholder Category |
Equity Shares
prior to the Offer |
Equity Shares
after the Offer |
||
|
Promoters |
|
|
|
|
|
MKU Holdings Private Limited |
126031500 |
73.56 |
113932994 |
66.50 |
|
Ms. Mamta Upadhyay |
25418400 |
14.84 |
21961684 |
12.82 |
|
Mr. Manoj Kumar Upadhyay |
16382100 |
9.56 |
14653742 |
8.55 |
|
Sub Total (A) |
167832000 |
97.96 |
150548420 |
87.87 |
|
|
|
|
|
|
|
Promoter Group |
|
|
|
|
|
Mr. K. M. Upadhyay |
210000 |
0.12 |
210000 |
0.12 |
|
Sub Total (B) |
210000 |
0.12 |
210000 |
0.12 |
|
|
|
|
|
|
|
Others |
|
|
|
|
|
DB International (Asia) Limited |
2283066 |
1.33 |
2283066 |
1.33 |
|
Earthstone Holdings Private Limited |
428088 |
0.25 |
428088 |
0.25 |
|
Kotak Mahindra Capital Company Limited |
145348 |
0.08 |
145348 |
0.08 |
|
Others |
437290 |
0.26 |
437290 |
0.26 |
|
Sub Total (C) |
3293792 |
1.92 |
3293792 |
1.92 |
|
Public (including Employees) (D) |
Nil |
|
17283580 |
10.09 |
|
|
|
|
|
|
|
Total share capital (A+B+C+D) |
171335792 |
100.00 |
171335792 |
100.00 |
BUSINESS DETAILS
|
Line of Business : |
Manufacturers of Green
Shelter, Power Interface Unit [PIU] and All fresh Cold Storage. |
|
|
|
|
Products : |
·
Telecom Equipment ·
Energy Saving Device
[PCM] |
|
|
|
|
Exports : |
|
|
Countries : |
·
Tanzania ·
Afghanistan [Shelter] |
|
|
|
|
Terms : |
|
|
Selling : |
Credit |
|
|
|
|
Purchasing : |
Credit |
GENERAL
INFORMATION
|
Customers : |
·
Ericsson ·
Airtel ·
RPG Cellular ·
Nokia ·
Vodafone ·
Telkomsel ·
Tata Indicom ·
Aircel ·
Touchtel ·
Idea ·
Alcatel ·
Indosat ·
Reliance Infocom |
|
|
|
|
Bankers : |
·
ABN Amro Bank 11th Floor, Tower C, Cyber
Greens, DLF Cyber City, Sector 25 A, Gurgaon – 122 002, Haryana, India ·
Citibank N.A. Birla Tower, 3rd Floor, West Wing,
25, barakhamba Road, New Delhi – 110 001, India ·
Standard Chartered Bank Limited K-3, Brahm, Datt Tower, Sector 18, Noida
201 301, Uttar Pradesh, India ·
Centurian Bank of Punjab Limited SG-5-6, DLF Galleria, DLF City, Phase IV,
Gurgaon – 122 002, Haryana, India ·
HDFC Bank Limited Vatika, Atrium, “A” Block, Golf Course
Road, Sector 53, Gurgaon 122 002, Haryana, India ·
Bank of Maharashtra ·
Bank of Punjab Limited ·
Lord Krishna Bank ·
ICICI ·
Punjab National Bank ·
Union Bank of India |
|
|
|
|
Banking Relations
: |
Satisfactory |
|
|
|
|
Auditors : |
|
|
Name : |
·
S R Batliboi and Associates Chartered Accountants Address : Golf View
Corporate Tower B, Near DLF Golf Course, Sector -42, Sector Road, Gurgaon –
122 001, Haryana, India ·
S. Tekriwal & Associates Chartered Accountants, Address : 104, Munish Plaza, 20, Ansari Road, Daryaganj, New Delhi – 110002,
India |
|
|
|
|
Associates : |
·
Adhunik Power Systems
Private Limited Nature of Transaction : Purchase and Sale of goods ·
Green Shelter [India] Private
Limited ·
India Legal Consultants
Private Limited ·
ACME Cold Chain Solutions
Private Limited ·
ACME Energy Solutions
Private Limited ·
ACME Enviro Solutions
Private Limited |
|
|
|
|
Investors : |
·
DB International (Asia) Limited ·
Kotak Mahindra Capital Company Limited ·
Earthstone Holding Private Limited ·
CM Airtime Promotion Private Limited (Secondary investor) ·
Monsoon India Inflection Fund Limited ·
Monsoon India Inflection Fund 2 Limited ·
Jackson Heights Investments Limited |
CAPITAL STRUCTURE
Authorised Capital : (As on 09.10.2007)
|
No. of Shares |
Type |
Value |
Amount |
|
250000000 |
Equity Shares |
Rs.2/- each |
Rs.500.000 millions |
Issued, Subscribed & Paid-up Capital : (As on
31.03.2007)
|
No. of Shares |
Type |
Value |
Amount |
|
24006000 |
Equity Shares |
Rs.2/- each |
Rs.48.012
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 |
48.000 |
48.000 |
2.000 |
|
|
2] Share Application Money |
0.000 |
0.000 |
0.000 |
|
|
3] Reserves & Surplus |
3471.700 |
1628.300 |
487.700 |
|
|
4] (Accumulated Losses) |
0.000 |
0.000 |
0.000 |
|
|
NETWORTH |
3519.700 |
1676.300 |
489.700 |
|
|
LOAN FUNDS |
|
|
|
|
|
1] Secured Loans |
464.800 |
13.200 |
50.200 |
|
|
2] Unsecured Loans |
0.000 |
0.000 |
0.000 |
|
|
TOTAL BORROWING |
464.800 |
13.200 |
50.200 |
|
|
DEFERRED TAX LIABILITIES |
0.000 |
0.000 |
0.000 |
|
|
|
|
|
|
|
|
TOTAL |
3984.500 |
1689.500 |
539.900 |
|
|
|
|
|
|
|
|
APPLICATION OF FUNDS |
|
|
|
|
|
|
|
|
|
|
|
FIXED ASSETS [Net Block] |
661.100 |
177.800 |
76.100 |
|
|
Capital work-in-progress |
98.100 |
309.800 |
0.000 |
|
|
|
|
|
|
|
|
INVESTMENT |
754.100 |
1.900 |
36.400 |
|
|
DEFERREX TAX ASSETS |
0.000 |
0.000 |
0.000 |
|
|
|
|
|
|
|
|
CURRENT ASSETS, LOANS & ADVANCES |
|
|
|
|
|
|
Inventories |
599.300
|
469.700 |
89.800 |
|
|
Sundry Debtors |
1674.000
|
1054.500 |
428.100 |
|
|
Cash & Bank Balances |
227.400
|
586.500 |
160.400 |
|
|
Other Current Assets |
0.000
|
0.000 |
0.000 |
|
|
Loans & Advances |
794.300
|
159.900 |
44.600 |
|
Total
Current Assets |
3295.000
|
2270.600 |
722.900 |
|
|
Less : CURRENT
LIABILITIES & PROVISIONS |
|
|
|
|
|
|
Current Liabilities |
742.100
|
781.000 |
243.800 |
|
|
Provisions |
81.700
|
289.600 |
51.800 |
|
Total
Current Liabilities |
823.800
|
1070.600 |
295.600 |
|
|
Net Current Assets |
2471.200
|
1200.000 |
427.300 |
|
|
|
|
|
|
|
|
MISCELLANEOUS EXPENSES |
0.000 |
0.000 |
0.100 |
|
|
|
|
|
|
|
|
TOTAL |
3984.500 |
1689.500 |
539.900 |
|
PROFIT & LOSS
ACCOUNT
|
PARTICULARS |
31.03.2007 |
31.03.2006 |
31.03.2005 |
|
|
Sales Turnover |
7352.400 |
4430.400 |
1271.400 |
|
|
Other Income |
39.700 |
19.400 |
10.900 |
|
|
Total Income |
7392.100 |
4449.800 |
1282.300 |
|
|
|
|
|
|
|
|
Profit/(Loss) Before Tax |
2386.300 |
1615.400 |
434.200 |
|
|
Provision for Taxation |
105.000 |
407.400 |
34.700 |
|
|
Profit/(Loss) After Tax |
2281.300 |
1208.000 |
399.500 |
|
|
|
|
|
|
|
|
Expenditures : |
|
|
|
|
|
|
Manufacturing Expenses |
364.100 |
208.700 |
51.000 |
|
|
Selling and Administration Expenses |
274.900 |
289.000 |
45.900 |
|
|
Raw Material Consumed |
3186.400 |
1834.000 |
720.500 |
|
|
Excise Duty |
923.100 |
493.200 |
36.000 |
|
|
Employee Cost |
231.100 |
84.200 |
24.400 |
|
|
Increase/(Decrease) in Finished Goods |
(38.100) |
(92.500) |
(35.100) |
|
|
Interest and Financial Charges |
17.600 |
2.700 |
2.200 |
|
|
Depreciation & Amortization |
46.700 |
15.100 |
3.200 |
|
Total Expenditure |
5005.800 |
2834.400 |
848.100 |
|
KEY RATIOS
|
PARTICULARS |
31.03.2007 |
31.03.2006 |
31.03.2005 |
|
Debt-Equity
Ratio |
0.09 |
0.03 |
0.1 |
|
Long Term
Debt-Equity Ratio |
0.08 |
0 |
0 |
|
Current Ratio |
2.86 |
2.1 |
1.84 |
|
TURNOVER RATIOS |
|
|
|
|
Fixed Assets |
15.98 |
32.15 |
30.64 |
|
Inventory |
13.76 |
15.84 |
21.83 |
|
Debtors |
5.39 |
5.98 |
4.05 |
|
Interest Cover
Ratio |
136.59 |
599.3 |
198.36 |
|
Operating Profit
Margin(%) |
33.33 |
36.86 |
34.58 |
|
Profit Before
Interest And Tax Margin(%) |
32.7 |
36.52 |
34.32 |
|
Cash Profit
Margin(%) |
31.66 |
27.61 |
31.67 |
|
Adjusted Net
Profit Margin(%) |
31.03 |
27.27 |
31.42 |
|
Return On
Capital Employed(%) |
84.73 |
145.17 |
135.97 |
|
Return On Net
Worth(%) |
87.81 |
111.54 |
136.44 |
LOCAL AGENCY
FURTHER INFORMATION
History
The Company was
incorporated as ‘Acme Tele Power Private Limited’ on January 14, 2003 under the
Companies Act, 1956, as amended. It was converted into a public limited company
with effect from August 29, 2005.
INDUSTRY OVERVIEW
CRISIL limited has used due care and caution in preparing the Crisinfac
Telecom Services Annual Review November, 2007. Information has been obtained by
CRISIL from sources which it considers reliable. However, CRISIL does not
guarantee the accuracy, adequacy or completeness of any information and is not
responsible for any errors or omissions or for the results obtained from the
use of such information. No part of this report may be published/reproduced in any form without CRISIL’s prior
written approval. CRISIL is not liable for investment decisions which may be
based on the views expressed in this report. CRISIL research operates
independently of, and does not have access to information obtained by CRISIL’s
rating division, which may, in its regular operations, obtain information of a
confidential nature that is not available to CRISIL research.
Indian
Telecommunications Industry – On a growth path
India is one of
the fastest growing and amongst the ten largest economies of the world. The
telecommunications sector has been a key enabler of this growth. With
teledensity increasing from a meagre 2.3% in 1999 to 19.86% at the end of June
2007 and expected to increase to 41.7% by end of March 2012, telecommunication
is one of the fastest growing sectors of the Indian economy. Wireless
subscribers have increased from 13.29 million in 2002-03 to 165.11 million in
2006-07 registering a four year compounded annual growth rate of 88%. The
mobile services segment has been consistently adding more than 5 million
subscribers per month since April 2007, after the launch of extended validity
prepaid schemes. This momentum is expected to continue in the medium term and
the industry is expected to add on an average 3.7 to 4 million subscribers per
month during the next five years.
CRISIL Research
expects the wireless subscriber base to increase from 166 million at the end of
March 2007 to 490 million by the end of March 2012. The growth in the
subscriber base is estimated to be driven by rapidly increasing coverage,
declining cost of handsets and launch of innovative lower denominations tariff
plans and increasing affordability due
to rising income levels and increasing trend of multiple ownership. The
wireless39 teledensity is also estimated to move from 15 per cent at the end of
March 2007 to 41.7 per cent by the end of March 2012. The rural subscriber base
is also expected to improve significantly over the next five years. Of 324
million net additions during 2007-2012 period, 143 million subscribers are
expected to come from rural India. With this, the urban wireless teledensity is
estimated to move from 40% in March 2007 to 83% by the end of March 2012,
whereas the rural wireless teledensity is estimated to approach 22% in March
2012 from 4.3 per cent in March 2007.
Industry Growth Drivers
Indian wireless telecommunications industry has experienced significant
growth in recent years primarily driven by the country’s economic growth,
favourable changes in the demographics of the population, deregulation of the
telecommunications industry, low existing teledensity and consequently
increasing coverage, increase in
affordability of mobile telephones and services in the form of falling
tariff and innovative tariff packages. With more and more people opting for
value added services such as GPRS and EDGE as well as connectivity instruments
such as the Blackberry to access the Internet and e-mails, the importance of
the mobile phone as an integrated communications device is increasing. The
following factors are expected to contribute to growth of the industry:
Favourable economic, demographic and social factors to fuel growth
Several economic, demographic and social factors are likely to fuel
subscriber growth in the country. Robust real GDP growth in each of the last
three years, a large young, working population, a fast-growing and
progressively richer middle class; and disparity in affordability of wireless
services versus actual mobile penetration, all indicate the extent of potential
demand.
Increased regulatory clarity
Historically, the telecommunications industry was run by the Government under
the umbrella of the Ministry of Telecommunications and Information Technology,
Department of Telecommunications (“DoT”). The liberalization of this sector
began in the early 1990s and since early 1998, all telecommunications services
have been opened up to private sector and competition is being encouraged.
This transition, from a government-controlled monopoly to an industry
with widespread private sector
participation, has been a key factor in the rapid growth of the
telecommunications industry in India. Regulatory changes and refinements in
recent years have brought greater clarity to existing rules and procedures, and
have enabled operators to focus on improving network quality and providing
better and cheaper telecommunications services to subscribers under a stable
regulatory regime.
CAPITAL STRUCTURE
The share capital as at the date of filing of this Draft Red Herring
Prospectus with SEBI (before and after the
Offer) is set forth below:
(Rs. in millions, except share data)
|
|
Aggregate value
at face value of Rs.2 each |
|
Authorized Capital# |
|
|
250,000,000 Equity Shares |
500.000 |
|
Issued, Subscribed And Paid-Up Capital before the
Offer |
|
|
171,335,792 Equity Shares fully paid-up |
342.672 |
|
Present Offer in terms of this Draft Red Herring
Prospectus* |
|
|
17,283,580 Equity Shares fully paid-up |
34.567 |
|
Employee Reservation Portion |
|
|
Up to 150,000 Equity Shares |
0.300 |
|
Net Offer |
|
|
Up to 17,133,580 Equity Shares |
34.267 |
|
Issued subscribed and paid up capital after the
Offer |
|
|
171,335,792 Equity Shares each fully paid-up |
342.672 |
|
Securities Premium Account |
|
|
Before the Offer |
1.976 |
|
After the Offer |
1.976 |
# Pursuant to a resolution of the shareholders
dated October 22, 2003, the authorized share capital of the Company was
increased from Rs.0.200 million comprising 20,000 equity shares of Rs.10 each
to Rs.5.000 millions comprising 500,000 equity shares of Rs. 10 each.
Pursuant to a resolution of the shareholders dated June 15, 2005, the
authorized share capital of the Company was increased from Rs.5.000 millions to
Rs.10.000 millions comprising 1,000,000 equity shares of Rs.10 each. Pursuant to
a resolution of the shareholders dated August 10, 2005, the authorized share
capital of the Company was increased from Rs.10.000 millions to Rs.50.000
millions comprising 5,000,000 equity shares of Rs. 10 each. On April 2, 2007
they increased the authorized capital from Rs.50.000 millions to Rs.500.000
millions comprising 50,000,000 equity shares of Rs.10 each. On October 9, 2007,
pursuant to resolution of the shareholders we sub-divided the authorized share
capital to Rs.500.000 millions comprising 250,000,000 Equity Shares of Rs. 2
each.
Selling
Shareholders
The details of the
Equity Shares being offered by each of the Selling Shareholders as a part of
the Offer is as
follows:
|
Selling Shareholders |
Number of Equity Shares |
|
MKU Holdings Private Limited |
12,098,506 |
|
Mr. Manoj Kumar Upadhyay |
1,728,358 |
|
Ms. Mamta Upadhyay |
3,456,716 |
Details of share
capital locked in for three year:
Of the 126,031,500
Equity Shares held by MKU Holdings Private Limited, 34,267,159 Equity Shares
constituing 20.00% of the post Offer paid up capital of the Company (calculated
including options exercisable into not more than 1,567,432 Equity Shares
granted under the ESOS pursuant to Board resolution dated November 8, 2007)
will be locked in for a period of three years. MKU Holdings Private Limited is
exploring the possibility of selling Equity Shares held by it prior to the
filing of the Red Herring Prospectus with the RoC, subject to holding 20% of
the post Offer paid up capital of the Company.
Details of share
capital locked in for one year:
In addition to the
lock-in of the Promoter’s contribution specified above, the pre-Offer Equity
Share capital (other than the Equity Shares being offered in the Offer)
comprising 119,785,053 Equity Shares of the Company shall be locked in for a
period of one year from the date of Allotment of Equity Shares in this Offer.
Pursuant to Clause 4.15 of the SEBI Guidelines, locked-in Equity Shares held by
the Promoters, as specified above, can be pledged only with banks or financial
institutions as collateral security for loans granted by such banks or
financial institutions, provided that the pledge of the equity shares is one of
the terms of the sanction of the loan. Additionally, where the Equity Shares
held by the Promoters are locked-in for a period of three years, the same may
be pledged, only if the loan has been granted by such banks or financial
institutions for the purpose of financing one or more of the objects of the
Offer.
In terms of the
SEBI Guidelines, the Equity Shares held by the Promoter may be transferred to
and amongst the Promoter Group or to new promoters or persons in control of the
Company subject to continuation of the lock-in in the hands of the transferees
for the remaining period and compliance with Takeover Code as applicable.
In terms of the
SEBI Guidelines, the Equity Shares held by persons other than the Promoter,
prior to the Offer may be transferred to any other person holding the Equity
Shares which are locked-in as per Clause 4.14 of the SEBI Guidelines, subject
to continuation of the lock-in the hands of the transferees for the remaining
period and compliance with Takeover Code, as applicable. In addition, the
Equity Shares subject to lock-in will be transferable subject to compliance
with SEBI Guidelines, as amended from time to time.
OUTSTANDING
LITIGATION AND MATERIAL DEVELOPMENTS
Except as stated below
there are no outstanding litigations, suits, criminal or civil prosecutions,
proceedings or tax liabilities against the Company, Subsidiaries, Promoters,
Selling Shareholders or Promoter Group Companies and there are no defaults, non
payment of statutory dues, over-dues to banks or financial institutions,
defaults against banks or financial institutions, by the Company, Subdiaries or
Promoter Group Companies defaults in creation of full security as per terms of
issue/other liabilities, proceedings initiated for economic, civil or any other
offences other than unclaimed liabilities of the Company and no disciplinary
action has been taken by SEBI or any stock exchanges against the Company,
Subsidiaries, the Promoters, Promoter Group companies or the Directors, that
may have a material adverse effect on the financial position, nor, so far as
they are aware, are there any such proceedings pending or threatened.
Contingent
liabilities of the Company as of June 30, 2007:
(Rs. in ’Millions)
|
Contingent Liabilities |
Amount |
|
Export promotion
capital goods scheme license issued |
43.433 |
|
Sales tax
liability against pending C form pertaining to Fiscal 2005 |
1376.444 |
|
Bank guarantees
issued by banks on behalf of the Company |
0.350 |
Litigation involving
the Company
Cases filed
against the Company
Excise Cases
The Company
availed CENVAT credit of Rs.0.720 million on November 1, 2006 on the job work
of drilling, cutting, assembly, wiring, testing etc. done by the Company and R.S.
Aircon Private Limited on material supplied. The Company received a show cause
notice (CE 20/R-XIII/Acme Tele/Demand/52/07) from the Commissioner of Central
Excise, Delhi dated September 28, 2007 to show cause why the above CENVAT
credit of service tax availed by the Company should not be disallowed and
recovered and interest at an appropriate rate should not be charged, on the
grounds that the same does not satisfy conditions prescribed under Notification
No. 8/205-ST
dated March 1,
2005. The Company has filed a reply to the said notice.
The Company
availed CENVAT credit of Rs.0.386 million on March 31, 2006 on erection and
commissioning of telecom green shelters located at various locations, which
were manufactured in units of the Company. The Company received a show cause
notice (CE 20/R-XIII/Acme Tele/Demand/86/07) from the Commissioner of Central
Excise, Delhi dated October 16, 2007 to show cause why the above CENVAT credit
of service tax availed by the Company should not be disallowed and recovered
and interest of Rs.0.032 million and penalty should not be charged, on the
grounds that the said services do not qualify as ‘input services’ for
manufacture. The Company filed a reply to the said notice.
Intellectual Property
Lambda Eastern
Telecommunication (“Lambda”), a partnership firm filed two suits before the
High Court of Delhi, against the Company and the promoter, MKU for a decree of
declaration and permanent injunction under the Patents Act alleging that the
Company and MKU have obtained the specified patents making false statements and
concealing material facts. The plaintiff claims that the patent for the PIU
does not qualify as an ‘invention” under the Patents Act and has claimed that
it had filed opposition in June 2007 to the said patents, which is still
pending. In view of the same, the plaintiff has prayed for a decree for
declaration that the manufacturing and sale of the said products by the
plaintiff does not constitute an infringement of any The Company’s claim under
patents. Further, the plaintiff has sought a decree of permanent injunction
restraining us or MKU from interfering in the plaintiff’s business and from
threatening legal proceedings against them. Additionally, the plaintiff has
prayed for damages of Rs. 2,001,000 in each of the suits on account of alleged
threats and interference by The Company and MKU in the plaintiffs business and
reputation. Further the plaintiff has filed an application in each of the suits
for ad-interim injunction restraining The Company and MKU from interfering in
the plaintiff’s business and from
giving threat of
any legal proceedings during the pendency of this suit. The Company and MKU are
yet to file their objections to the said applications. Details of the said two
suits are as follows:
(C.S (O.S) No.
1453 of 2007): This suit is in relation to the plaintiff’s product, ‘power
management unit’ or The product PIU and The registered patent (No. 197086) for
the PIU. The Company and MKU are yet to file written statements in this case.
The next date of hearing has been scheduled for December 6, 2007.
(C.S (O.S) No.
1543 of 2007): This suit is in relation to the plaintiffs products, ‘heat
storage device for electronic enclosures’ and ‘human comfort zone and for cold
storage and refrigeration systems’ and The registered patent (No. 197051) for
the ‘process for the preparation of phase change material composition’. The
plaintiff’s have claimed to have applied for patents in respect of their
products. The Company and MKU are yet to file written statements. The next date
of hearing has been scheduled for January 18, 2008.
Notices from Statutory Authorities
Mr. Manoj Kumar
Upadhyay, as the occupier of The manufacturing unit at Pantnagar and another
received a notice dated May 4, 2007 from the Chief Judicial Magistrate, Udham
Singh Nagar in relation to certain alleged offences under the Factories Act.
The next date of hearing has been fixed for December 17, 2007.
Civil cases
Mr. Hukum Singh, a
vendor in a servicing department of The Company and engaged as contractor in
the construction of shelter/ electric fitting, had given a legal notice dated
December 2, 2005, to The Company for payment of dues amounting to Rs. 10,800
with interest. The Company filed a reply to the notice on March 21, 2006 and
paid a sum of Rs. 8,894 after deducting the balance amount as tax deducted at
source. However Mr. Singh filed a suit for recovery of Rs. 14,995 before the
court of Civil Judge, Tis Hazari Court Complex, New Delhi on February 21, 2006
against the Company claiming the suit amount as the amount outstanding to him.
The Company has filed a written statement on February 26, 2007 denying the
claims of Mr. Singh and praying for dismissal of the suit and award of cost in
favour of the Company. The next date of hearing has been fixed for January 8,
2008.
Cases filed by the
Company
Criminal Cases
The Company has
lodged a complaint (FIR No. 353/2006) against Mr. S.N. Patnaik (employee of
Lambda Eastern Telecommunication Private Limited (“LETL”) and the erstwhile
employee of the Company) and others with Manesar Police Station, Gurgaon on
October 6, 2006. Mr. Patnaik previously worked in the R&D department of the
Company and was entrusted with source codes of the software that governed the
working of different components of the PIU. The Company has alleged that the
accused, who without any notice stopped coming to work from April 2, 2006 and
sent his resignation on April 16, 2006, had joined LETL and assisted them in
developing a PIU in which LETL had no previous experience by transferring the
confidential information on PIU to his personal e-mail address. The case is
currently under investigation and the next date has been fixed on February 25,
2008 before the Court of Judicial Magistrate for appearance of the Mr. Patnaik
pending filing of the charge sheet by the investigating officer.
The Company has
subsequently filed a writ petition (No. 5583-M/2007) against Mr. Patnaik and
others among others before the High Court of Punjab and Haryana, at Chandigarh
for transferring the investigation of the data theft case, worth Rs. 7,546,000
thousand, to the CBI from the Haryana Police. The High Court vide order dated
September 19, 2007 directed the Director General of Police, Haryana to
constitute a special investigation team in the manner prescribed by the High
Court and place a status report on record by the next date of hearing which was
fixed for November 22, 2007. Accordingly, a special investigation team has
since been constituted which shall be headed by a senior superintendent police
rank of officer of State Crime Branch of Haryana Police and the matter is under
investigation of the said officer.
The Company has
lodged a complaint (FIR No. 292/2006) under sections 406, 419, 420 of the
Indian Penal Code, 1860 (“IPC”) with the Manesar Police Station, Gurgaon on
August 25, 2006 against Mr. Sunil B. Bhonsle, managing partner of Hitek
Engineers, Mumbai and two other partners alleging that all the accused persons
refused to supply chemical equipments and also refused to return a sum of Rs.
12,000,000 to the Company, which was advanced to the accused persons for the
supply of chemical equipments, alongwith Rs. 500,000 worth of PCM panels given
for testing purposes. Mr. Bhonsle has been granted bail and is pending for his
appearance. The next date of hearing has been fixed on January 16, 2008.
A first
information report (“FIR”) was filed (No. 55/06) by the Company on July 12,
2006 against Mr. Priyaranjan Dass and others for cheating the Company by
forging signature on cheque and withdrawing Rs. 500,000 illegally.
Subsequently, a criminal complaint (Case Crime No. 1049/06) under sections 8,
418, 419, 420 and 34 of the IPC was filed before the Chief Judicial Magistrate,
Uddhamsingh Nagar. Mr. Dass is in police custody and the other accused is
declared as proclaimed offender. The case is now before the trial court and is
fixed for prosecution evidence. The next date of hearing has been fixed for
November 30, 2007.
Intellectual Property
Rights
The Company has
filed a suit (CS No. 2 of 2007) for permanent injunction restraining
infringement of patents in relation to the PIU (Patent No. 197086) and cuboidal
shaped green shelter (Patent No. 197108) and copyright over the same against
Lambda, Lambda Microwave Private Limited, Lambda Energy Solutions and others
before the District court of Udham Singh Nagar, Uttrakhand. The Company has
alleged that the defendants carry on the business of manufacturing and
supplying the said products by infringing the Company’s intellectual property
rights. Five of the
defendants have filed their common written statements. Further the said
defendants have filed a counter claim praying for the
revocation/cancellation/rectification of the entries pertaining to the above
patents from the Registrar of Patents.
The Company has
also filed an interim application of injunction restraining the defendants from
manufacturing, selling and advertising the products that infringe the
intellectual property rights which was granted by the cthet vide exparte order
dated August 10, 2007 and the same has been extended up to November 20, 2007.
Five of the said defendants have filed a counter to the application. The said
defendants have filed an appeal (412 of 2007) before the High Cthet of
Uttrakhand against the interim order dated August 10, 2007 which was dismissed
vide order dated October 1, 2007. The Company, as the caveator, has received
intimation and is yet to receive a copy of a special leave petition filed by
the said defendants before the Supreme Cthet of India against the order of the
High Cthet of Uttrakhand. The petition is listed for November 23, 2007 for
admission.
The Company has filed another suit (C.M.S. 58 of 2007) on October 9,
2007 alleging that the defendants have violated the interim order of the
District Cthet dated August 10, 2007 by continuing acts injuncted under the
order. In this regard, they have prayed inter
alia that the efendants be
summoned and committed to civil prison as per law and order be passed for
attachment of all infringing products and machines used for the manufacture of
such products. The next date of hearing has been fixed for November 20, 2007.
The Company and
MKU have filed a suit (CS (OS) No. 406 of 2007) for permanent injunction before
the High Cthet of Delhi, for restraining Mr. Amarjeet Singh and Maxfaith
Engineers Private Limited from manufacturing, selling, advertising, purchasing
and offering for sale the patented products ‘Green Shelter’ or ‘PIU’.
Additionally, a decree for damages of Rs. 2,000,000 in favthe of the plaintiffs
has been claimed. The defendants have filed their common written statement and
the Company and MKU have filed replication to the said written statement. The
Company and MKU filed an interim application (No. 2482 of 2007) praying for an
order for temporary injunction restraining the defendants from infringing the
intellectual property rights and the defendants have filed their counter to the
same.
Further, the
defendants have filed a common counter claim for the revocation of the patented
products. The Company and MKU have filed written statements to the same. The
High Cthet vide order dated August 31, 2007 had given certain other directions
in relation to commencement of the trial and had fixed the next date of hearing
on January 14, 2008.
The Company and
MKU have filed a suit (CS(OS) No. 404 of 2007) before the High Cthet of Delhi
for a permanent injunction against Mr. Rajendra Singh, Selvon Instruments
Private Limited and Mr. D.P. Singh from manufacturing, selling, advertising,
purchasing and offering for sale the PIU, the patented product. The Company and
MKU accused Mr. Dinesh Pratap Singh, an employee of Adhunik Power Systems
Private Limited in which the inventor of the PIU, i.e. Mr. Manoj Kumar
Upadhyay, was a director and was working to develop the above products for
during the years from 2001-2004, of infringing the intellectual property
rights. Two of the defendants have filed their written statements and the
Company and MKU have filed replication to the same.
The Company and
MKU have filed an application (I.A. No. 2477 of 2007) praying for an ex parte
order of interim injunction restraining the defendants from infringing the
intellectual property rights. The defendants have filed their reply to the
same. Two of the defendants have filed a common counter claim for the
revocation of the patented
products and the
Company and MKU have also filed written statements to the same. Pleadings of
rival parties are over except of Mr. D. P. Singh who is yet to be served with
the summons. The next date of hearing is fixed on January 14, 2008.
Civil Cases
The Company has
filed a civil suit (No. 08/2007) before the Cthet of Civil Judge (Upper
Division) Rudrapur against Mr. Sheeshpal Singh Negi and others for obstructing
the work of the factory and threatening to tool down and damage the factory
located at Pantnagar of the Company. The cthet pursuant to its order dated July
27, 2007, granted an ex parte degree in favthe of the Company and directed the
defendants not to interfere in the establishment. The matter is currently
pending at the Cthet of Civil Judge (Upper Division) Rudrapur.
|
Particulars |
2007 |
|
The principal amount and the interest due thereon (to be separately)
remaining unpaid to any supplier as at the end of each accounting year |
4,037 |
|
The amount of interest paid by the buyer in terms of section 18, along
with the amounts of the payment made to the supplier beyond the appointed day
during each accounting year |
Nil |
|
The amount of interest due and payable for the period of delay in making
payment (which have been paid but beyond the appointed day during the year)
but without adding the interest specified under this act. |
Nil |
|
The amount of interest accrued and remaining unpaid at the end of each
accounting year; and |
Nil |
|
The amount of further interest remaining due and payable even in the
succeeding years, until such date when the interest dues as above are
actually paid to the small enterprise. |
Nil |
Litigation
involving the Subsidiaries
Except as the litigation
involving Reime Kenya Limited (“Reime Kenya”) and Reime Ghana Limited (“Reime
Ghana”) as disclosed below, there is no litigation invoving any of the other
subsidiaries, namely Acme Tele Power Cyprus Limited, GS Financial Services
Private Limited, Acme Tele Power Singapore PTE Limited, PT Hunter Fungsional
Telekom, Indonesia, Reime Network Implementation Services AS, Reime Jarlsø AS,
Reime Cote d’Iviore sprl, Reime West Africa Limited, Reime DRC sprl, Reime
Tanzania Limited, Reime Uganda Limited, PT Reime Indonesia and Reime
Phillipines Inc.
Reime Kenya
Limited has been sued for alleged negligence for alleged injuries suffered by
an alleged employee at work. Reime Kenya has denied that the person was its
employee and thus not liable for any damages. The plaintiff has sought general
damages of approximately KES 300,000, special damages KES 1, 000 and cost. The
next date of hearing is yet to be fixed.
Reime Ghana has
been claimed for liquidated damages of USD. 369,000 from Millicom Ghana Limited
on September 11, 2007. The claim is denied by Reime Ghana and the parties are
presently in dialogue.
Reime Indonesia
and Reime Philippines are both under the process of liquidation. Any claims
that might arise during such processes are the liability of the previous
shareholders of the Reime Group.
Contingent
liabilities of the Subsdiaries
Except as detailed
above none of the Subsidiaries or Promoter Group companies have any contingent
liabilities.
Litigation/Proceeding
involving the Directors
Except the notice
issued by the Chief Judicial Magistrate, Udham Singh Nagar involving Mr. Manoj
Kumar Upadhyay as detailed above in “Notices from Statutory Authorities –
Outstanding Litigation and Material Developments” on page 201 of this Draft Red
Herring Prospectus, there are no outstanding litigation, suits or criminal or
civil prosecutions or proceedings or disputes against the Directors and there
are no defaults, non-payment of statutory dues, overdues to banks/financial
institutions or defaults against banks/financial institutions by the Directors
(including past cases where penalties may or may not have been awarded).
Litigation
involving Promoter Group Companies
Except the
litigations involving MKU and Mr. Manoj Kumar Upadhyay as disclosed above in
“Notices from Statutory Authorities – Outstanding Litigation and Material
Developments” on page 201 of this Draft Red Herring Prospectus, there are no
outstanding litigation, suits or criminal or civil prosecutions or proceedings
or disputes against the Promoters or Promoter Group companies and there are no
defaults, non-payment of statutory dues, overdues to banks/financial
institutions or defaults against banks/financial institutions by the Promoters
or Promoter Group companies (including past cases where penalties may or may
not have been awarded and irrespective of whether they are specified under
paragraph (i) of part 1 of Schedule XIII of the Companies Act).
Litigation
involving the Selling Shareholders
Except the
litigations involving MKU and Mr. Manoj Kumar Upadhyay as disclosed above,
there are no litigation involving the Selling Shareholders.
MATERIAL
DEVELOPMENTS
Except as stated
in the section titled “Management’s Discussion and Analysis of Financial
Condition and Results of Operations on an Unconsolidated Basis,” on page 182 of
this Draft Red Herring Prospectus, in the opinion of the Board, there have not
arisen, since the date of the last financial statements disclosed in this Draft
Red Herring Prospectus, any circumstances that materially or adversely affect
or are likely to affect the profitability taken as a whole or the value of its
consolidated assets or the ability to pay material liabilities within the next
12 months.
BOARD OF DIRECTORS
Manoj Kumar Upadhyay
Mr. Manoj Kumar Upadhyay, Promoter and Managing Director of ACME Tele
Power Limited, has over 14 years of experience in the Power and Telecom
sectors. Earlier, as research engineer and later, technical head with the
Telecom Power company, Benning Gmbh ,Germany. Mr. Upadhyay successfully led the
modification and adaptation of several critical power systems to suit Indian
requirements. Mr. Upadhyay started Adhunik Power Systems Private Limited in
1999, to develop lightning surge protection systems for Telecom sites. In 2003,
he founded ACME Tele Power Limited to provide innovative, energy efficient,
environment friendly products, for passive telecom infrastructure. He is the
inventor of five patented product innovations and processes in this area. Mr.
Upadhyay is also Chairman of the Expert Committee on Science & Technology
and Innovation of ASSOCHAM.
Arun Seth
Mr. Arun Seth, holds a bachelor’s degree in engineering from Indian
Institute of Technology, Kanpur as well as a MBA from Indian Institute of Management,
Calcutta. He has over 30 years of commercial and technical expertise in IT and
telecommunications industry in India. Prior to joining the Company in August
2007, he served UB Group’s Corporate Management Division as a senior vice
president. In addition to being a board member of Indian Institute of
Management, Lucknow, he is also a charter member and trustee of the Delhi
Chapter of The Indus Entrepreneurs. Mr. Seth is also a member of the executive
committee of the NASSCOM, India's leading industry association for IT and BPO,
and is the founding Chairman of the BPO forum for NASSCOM. Presently, Mr. Seth
is also the Chairman of Indian operations of global telecom major British
Telecom and is spearheading British Telecom's efforts in corporate and social
responsibility in India.
Virendra Kumar Maurya
Mr. Virendra Kumar Maurya, holds a bachelor’s degree in electronics
engineering from Bangalore University. He has over 18 years of experience in the
telecom industry and currently the chief executive officer and director of
Pragati Electrocom Private Limited. Prior to joining the Board in August 2007,
he worked with Communication and System Engineering Pvt. Ltd and Benning SMC
Power Systems Private Limited (a joint venture between Theo Benning of Germany
and SM Creative of India).
Sunil Sethy
Mr. Sunil Sethy, Director Finance & Corporate Strategy,
qualified as a Chartered Accountant in 1974 and is a member of the Institute of
Chartered Accountant of India. He has over 32 years of experience in corporate
management in finance, accounts and legal matters. Prior to joining the Company
in February 2007, he was working as managing director of Chambal Fertilizers
and Chemicals Limited. Mr. Sethy has also served in Eternit Everest Limited, UB
Group, Zuari Industries Limited and Eicher Goodearth Limited among others, in
the field of building products, computer hardware and software and tractors. He
is a seasoned professional with significant strategic and operational
experience in managing and building businesses which have included start ups
and spearheading expansion and development in existing entities.
Shyam S Bhartia
Mr. Shyam Sunder Bhartia, is a qualified cost accountant from the ICWAI
and is a fellow member of the ICWAI. He has over 25 years of experience in the
Indian chemicals, foods, infrastructure, oil and gas and information technology
sectors. He joined the Board in August 2007. He is currently the chairman and
managing director of Jubilant Organosys Ltd. Mr. Bhartia has also served as a
director on the Board of Directors of Air India, and as a member of the Board
of Governors of Indian Institute of Management, Ahmedabad, and Indian Institute
of Technology, Mumbai. He is also a member of executive committee of the
Federation of Indian Chambers of Commerce and Industry.
MANAGEMENT TEAM
At the core of any great company lies a team of visionaries and
innovators who consistently and constantly strive towards achieving aims and
goals that are extraordinary. Here is a brief introduction to the technocrats
and management team that have made what ACME is today and defining what it will
be in the future.
Sanjay Dhawan
Chief Executive Officer
Sanjay Dhawan heads the all-India business operations of ACME Tele Power
Ltd., covering all areas of Manufacturing , Marketing and Customer services. A
technocrat of standing, Mr. Dhawan ran his own pioneering venture in vending
machines for many years after graduating in Chemical Engineering from Benaras
Hindu University in 1979. He is an alumnus of the IIM Ahmedabad and has worked
in organizations such as Cadbury India, DCM and Ponds India Ltd. Mr. Dhawan has
also been associated as visiting faculty with the J P Institute of Management
Technology and ITM.
Kapil Kathpalia
Sr. Vice President , ACME Group
Kapil Kathpalia heads New Business and Corporate Affairs. He has over
two decades of global experience in Business and Strategic Planning, Marketing
& Business Development, Turnaround & Transition Management. Under his
leadership, ACME Tele Power has rapidly expanded its client base,
internationally. He has worked with large organisations like Smith Kline
Beecham, Ballarpur Industries, Horizon Pulp and Paper (Estonia), Hanke Tissues
(Poland). Mr Kathpalia is a Chemical engineer with a B.E (Hons.) from BITS
Pilani and MBA from IIM Kolkata.
Barun Banerji
Head - Corporate Communications
Barun Banerji has over twenty-nine years of experience in the Corporate
Communications function and has worked in senior positions with organisations
like Tata Steel, Dunlop India, K.K. Birla group & BHW-Home Finance Ltd. Mr.
Banerji is a post-graduate in English from Calcutta University and has been
extensively involved with media, advertising, corporate brand promotion,
publishing and editing as well as CSR activities. Mr. Banerji has won several
awards from the Association of Business Communicators of India.
Sandeep Kanwar
Executive Vice President - Field Operations
Sandeep is an Economics Graduate and brings to the table over 28 years
of rich experience in General Management, Sales & Marketing and Customer
support and logistics both at Strategy and Operational Level. He has been
associated with companies like Shriram Fertilizers and Chemicals, Bharat Alums
and Chemicals ltd., Fusebase India Pvt Ltd., Xerox India Ltd. and Talentpro
India prior to joining ACME. His areas of expertise include spearheading
business model changes, setting up distribution and dealer/partner networks,
scaling up operations, managing relationships in both the Govt. and private
sectors, providing leadership to senior level teams and running profit centers.
Arun V. Jalan
Head – Product Strategy, Development & Rollout
Arun Jalan is a B. Tech in Electrical Engineering from IIT, Mumbai and a
M.S. in Electrical Engineering from Villanova University, Pennsylvania. He
has over 16 years of rich experience having been a part of organisations like –
LCC International, McLean, VA, Aether Systems, McLean, VA and inCode Wireless,
a Verisign company, San Diego before joining ACME. His areas of expertise
include – Technology, strategy and management experience in public and private
wireless networks, network quality assurance, technology roadmap, enterprise
wireless deployment strategies, wireless data solutions, wireless network
planning, deployment, optimisation, performance benchmarking. Mr. Jalan has
supervised deployment of several networks in US and a network in S.Korea. Based
out of the Corporate office – Gurgaon, Mr. Jalan will be taking care of the
Product solutions development.
J M Bonilla
Chief Operating Officer - Manufacturing Operations
J M Bonilla has over 35 years of rich experience having been a part of
the Military Service (US Air Force) and then with US based organisations like –
Masco Corporation, Emerson Electric, IMCOR, Robertshaw Controls Co. Siebe Plc,
Hayes-Lemmerz International, Exemplar Manufacturing Co., Intermet Corporation
and Major Tier I Automotive Corporation before joining ACME. Building and
leading Manufacturing operations, pioneer in TQM, MRP II, JIT, Kanban,
Cell/Lean Manufacturing, Six Sigma, Kaizen and other manufacturing
technologies/processes and productivity improvement initiatives and delivering
strong operational and financial results in challenging start-ups, turnaround
and high-growth operations are his areas of expertise. Mr. Bonilla holds a
Masters degree in Systems Management from Troy State University along with
being a MBA in Finance from Golden Gate University.
R Venkatesh Govind
Vice President, Technology
R. V. Govind heads the R&D wing in ACME. Under his guidance, the
organization, strives to improve upon its products and deliver better
technology to its customers. In his twenty-eight years of experience,
organizations like Telco Pune (Tata Motors), Ashok Leyland, Kinetic Engineering
and Bajaj Auto Ltd., have benefited from his expertise and knowledge. Mr Govind
has a B.Tech in Mechinical Engineering from IIT Madras.
Joseph P. Hickey
Head - Customer Relation (India)
Mr. Hickey is a Mechanical Engineer from Memorial University of
Newfoundland and a Management graduate in Business Administration from
University of Toronto. He has around 18 years of rich experience, having worked
with companies like Nortel Networks Corporation, JPH Consulting, TeraBlaze Inc.,
TenXc Wireless Inc. and Rock Networks Inc. before joining ACME. His areas of
expertise include - Partnerships and Alliances, Business Plan and New Product
Development, Turnaround Management, International customer relationships,
Strategic Planning and Negotiation Skills. Mr. Hickey's endeavor will be in
building up a stronger customer relations base across the country.
P. Vijayan
Executive Vice President
Finance and Accounts
P Vijayan is a Commerce graduate from Madras University and a Chartered
Accountant. He has over 29 years of work experience having worked with
renowned names like - Hindustan Aeronautics, Eicher Motors and Valgen Group. He
has been the founder and Chief Operating Officer of Valgen Group in 2005. His
core areas include - Process Mapping and Process improvements, BPR and
Automation, Financial Structuring and Relationship Management.
Mr Rajeev Chanan
Head - Business Development & Customer Engagement (Bangladesh)
Rajeev Chanan is an Electronics and Communications engineer with around
19 years of rich work experience. He has been associated with companies
like Hewlett Packard, Agilent Technologies and Telcordia Technologies before
joining ACME. His areas of expertise include – Sales & Marketing, Key
Account & Relationship management, Business Development, Product pricing,
Sales support and developing and implementing marketing strategies. Mr. Chanan
shall be responsible for business development in identified countries.
PROFILE
Subject provides technology solutions to wireless
telecom industry both in India as well as overseas. Designs, manufactures and
maintains passive infrastructure solutions including enclosures, cooling and
power solutions for the telecom sector. Focusing on innovation and R&D,
ATPL has been successful in providing cost-effective, energy-efficient
integrated passive infrastructure solutions to telecom companies.
Today the Company has an innovative product portfolio, based on advanced
technologies, developed by the in-house R&D Labs based in Manesar, Haryana,
India. It also benefits from R&D by group companies in the USA and Canada.
These include telecom shelters that house and protect telecom transmission
equipment; the more advanced Nano Cooled Shelters; Power Interface Units that
provide complete power management, advanced telecom air conditioners with
filter less technology for telecom sites and Thermal Management Systems which
insulate shelters, allowing the temperature to remain low for longer periods
during power outages.
Subject extends its involvement to customers by providing end-to-end
infrastructure solutions including provision of enclosures, cooling and
electrical solutions, packaged in the pioneering “Green Shelter”. The
concept packages various components to fit differing environment and
temperature parameters.
To achieve the goal of providing a complete service-oriented
architecture, the Company has ensured its presence in all 23 telecom circles in
the country by way of sales, installation and after-sales support
infrastructure.
As of September 30, 2007, they had a work force of 850 persons. ATPL has also
put in place a comprehensive virtual and physical network for support in remote
locations.
Commencing operations, as an infrastructure supplier to Bharti Airtel
Limited, ATPL's clientele includes most of the leading companies in the Indian
wireless telecommunications industry such as Airtel, Idea Cellular Limited and
Tata Teleservices Limited. The Company and its group today enjoys an
international presence in several countries around the world, including USA,
Canada, Singapore, Indonesia, Bangladesh, Sri Lanka, and West Africa and
partners with telecom giants such as Nokia Siemens Network.
ABOUT GROUP COMPANIES
At Subject, innovation is the very life-blood of the
existence – be it in the technology initiatives, products or solutions. Over
the years, the innovations have led to the development of energy-efficient,
environment-friendly and cost-effective products and solutions for various
sectors including Telecom Infrastructure, Power Generation, Alternate Energy,
Cold Chain management and Environment.
The Subject prides itself as a trail-blazer in the development of `green
technology’. They have pioneered the “Green Shelter” concept, which is a
complete package to fit the various environment and temperature parameters for
passive infrastructure in the telecom industry. They have also developed a slew
of innovative products and solutions like nano-cooled shelters and other
telecom shelters, fuel cells, water treatment plants, ultra-modern
refrigeration and cold storage products, power interface units and thermal
management systems.
ACME
Tele Power Limited
Subject is the flagship company of
the group and a leader in the field of passive infrastructure solutions, offered
to the telecom sector. The company champions the energy conservation challenge
with a host of patented innovations & environmental friendly products &
processes. A strong focus on R&D and commitment to quality have been the
real factors for ACME’s growing dominance.
ACME
Cold Chain Solutions Private Limited
Acme Cold Chain Solutions will drive
the group’s foray into the highly competitive retail segment. The revolutionary
technology offered by Acme in this field is technologically superior and can find
applications in the food & agri business, pharmaceuticals and medical
sectors.
ACME
Energy Solutions Private Limited
Acme Energy focuses on
commercializing technologies for environmental friendly and efficient energy
generation systems like the fuel cells, which can be successfully deployed in
the telecom sector and such similar commercial applications and holds immense
potential even in the field of consumer applications.
Acme
Enviro Solutions Private Limited
Acme Enviro Solutions operates in the
field of waste water management and has developed a unique solution that has
radically improved efficiencies by drastically cutting down on energy
consumption and providing a clear and abundant alternative option for depleting
ground water restheces.
NEWS
Acme Tele Power Limited (ATPL) of Acme Group, provider of innovative
energy conservation solutions and products to companies operating in the global
telecommunications industry, proposes to enter the capital market with a Public
Offer of 17,283,580 equity shares of Rs 2 each, through the book building
route. The Company has filed its Draft Red Herring Prospectus with the
Securities and Exchange Board of India.
The Book Running Lead Managers to the
proposed issue are Kotak Mahindra Capital Company
Limited, UBS Securities India Private Limited, Citigroup Global Markets India Private Limited and Deutsche Equities India Private Limited.
Prior to the proposed public issue, the
Company has placed through the private equity placement route, a total of
2,856,502 shares of Rs 2 each, representing 1.66% of the expanded capital base
of the Company, at a price of Rs 688 per share, aggregating to Rs.196.5 crore
approx (US $50 million). Out of these, 2,283,066 shares have been placed with
DB International (Asia) Limited, 428,088 shares with Earthstone
Holdings Private Limited and145,348 shares with Kotak Mahindra Capital
Company Limited.
Acme was established in the year 2003 and is
promoted by Mr. Manoj Kumar Updadhyay, who has 14 years of experience in the
power and telecommunications industry.
Originally, Acme operated as a provider of passive infrastructure
products and installation and maintenance services to wireless
telecommunications service providers ("telecommunication
operators"). In 2007, the company
began to expand the scope of its business to include the provision of energy
management services and turnkey solutions to telecommunication operators.
The Company specializes in providing
comprehensive, energy efficient and environmentally friendly passive infrastructure
solutions to telecommunication operators.
The solutions enable its clients to reduce their energy costs leading to
a potential improvement in their operating margins.
PRESS RELEASE
New
Delhi, India - March 19, 2008
Nokia Siemens Networks in global collaboration with ACME Tele Power to
provide energy efficient radio cell site solutions to telecoms operators
The companies will jointly explore new environmentally friendly
initiatives that offer long-term operational expenditure benefits to operators
Nokia Siemens Networks and ACME Tele Power have agreed to jointly
innovate to offer efficient operation, maintenance and energy management
solutions to telecom operators. Leveraging
ACME’s range of innovative passive infrastructure solutions, the companies will
create customized solutions that improve networks’ environmental performance
and positively impact customers’ competitiveness and profitability. The two
companies will also establish a joint development lab in India to examine
future opportunities, specifically around remote energy monitoring solutions.
The collaboration
is aimed at supporting operators’ market penetration strategies and providing
opportunities to further improve the energy efficiency of their networks. It is
also the first tangible example of Nokia Siemens Networks Services’ proximity
to innovation in India, enabling the company to grow its ability to deliver
innovative solutions to customers around the world, especially in emerging
markets. ACME’s expertise in cost and energy efficient passive infrastructure
solutions complements Nokia Siemens Networks’ leadership in energy efficient
radio networks.
“While we
have made significant headway in the market with our energy efficiency
solutions, we are continually exploring new ways to drive environmental
sustainability and reduce costs for our customers. With ACME, we see an
opportunity to break new ground with further innovative customer solutions. We
are looking forward to working with them in emerging markets where the ability
to provide cost effective rural connectivity is key,” said Ashish Chowdhary,
head of Managed Services, Nokia Siemens Networks.
“We have a
good understanding of emerging markets and have devised a wide range of
products and solutions that effectively address the cost efficiency and energy
management challenges that typically face operators in these markets. Together
with Nokia Siemens Networks’ leadership in mobile networks, this collaboration
is a win-win proposition for operators,” says Manoj Upadhyay, Managing
Director, Acme Tele Power Ltd.
A significant
proportion of total cell site costs can be directly linked to energy especially
in emerging markets. Energy savings go straight to the bottom line, with a
consequently positive impact on operator financials. ACME’s products reduce
operation costs at cell sites by up to 40% through efficient energy management.
They also contribute directly towards reducing green house gas emissions
through optimizing diesel generator set operations. Customers can therefore
contribute positively towards environmental conservation, besides deriving
additional benefit from carbon credits. Acme products such as filterless ACs
with free cooling and other patented innovations are also very low on maintenance
and contribute towards overall reduction in operational expenditure (OPEX).
Nokia Siemens Networks
believes that advanced communication technology can play a significant role in
creating a sustainable future; in reducing adverse environmental impacts while
maintaining opportunities for economic welfare and growth. This was the motive
for the company-wide launch of an environmentally sustainable business approach
last year which now plays a key role in all of the company’s network products
and solutions. Nokia Siemens Networks is working on new models of energy
management to help customers with OPEX reduction and business transformation.
CMT REPORT
(Corruption, Money Laundering & Terrorism]
The Public Notice information has been collected from various stheces
including but not limited to: The Cthets, India Prisons Service,
Interpol, etc.
1] INFORMATION ON
DESIGNATED PARTY
No 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] Cthet 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 :
The 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.
The 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.42.71 |
|
UK Pound |
1 |
Rs.85.11 |
|
Euro |
1 |
Rs.67.73 |
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 |
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 unfavtheable
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 |
Unfavtheable & favtheable 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 |
|