MIRA INFORM REPORT

 

 

Report Date :

11.03.2008

 

 

IDENTIFICATION DETAILS

 

Name :

CALS REFINERIES LIMITED

 

 

Registered Office :

21, Basant Lok Complex, Vasant Vihar, New Delhi 110057

 

 

Country :

India

 

 

Financials (as on) :

31.03.2007

 

 

Date of Incorporation :

25.07.1984

 

 

Com. Reg. No.:

18775

 

 

CIN No.:

[Company Identification No.]

L51909DL1984PLC018775

 

 

TAN No.:

[Tax Deduction & Collection Account No.]

DELC09946G

 

 

PAN No.:

[Permanent Account No.]

AAACC0069N

 

 

Legal Form :

A closely held Public Limited Liability Company.

The company shares are listed on stock exchange.

 

 

Line of Business :

Manufacturer and Trader of Computer Hardware.

 

 

RATING & COMMENTS

 

MIRA’s Rating :

C

 

RATING

STATUS

PROPOSED CREDIT LINE

<10

C

Absolute credit risk exists. Caution needed to be exercised

Credit not recommended

 

Status :

Non Operational

 

 

Payment Behaviour :

Unknown

 

 

Comments :

Subject is a 20 Years old company but has been non operational since last 2 Years due to working capital constraint.  The Company is diversifying its activities into refinery business.  It has huge accumulated losses.  No further details could be made available.

 

The Company can be considered for any business dealings on fully safe and secured trade terms and conditions, only.

 

 

LOCATIONS

 

Registered Office :

21, Basant Lok Complex, Vasant Vihar, New Delhi 110057, India

Tel. No.:

91-11-2614056

E-Mail :

sanjay.jain@calsrefineries.com

Website :

http://calsrefineries.com 

 

 

Corporate Office :

326, Udyog Vihar, Phase - IV,  Gurgaon - 122 016, Haryana, India

Tel. No.:

91-124-430 8060, 430 8061

Fax No.:

91-124-430 8062

E-Mail :

info@calsrefineries.com  

 

 

Administrative Office:

E -44/13, Okhla Phase – II, New Delhi – 110 020, India

Email:

calslimited@gmail.com

 

 

Factory:

Sri Venkatesh Bhawan, W 40 Okhla Industrial Area  Phase – II, New Delhi – 110 020, India

Email:

mcsdel@vsnl.com

 

 

DIRECTORS

 

Name :

Mr. Sarvesh Goorha 

Designation :

Promoter

 

 

Name :

Mr. M.S. Ramachandran

Designation :

Chairman

 

 

Name :

Mr. Mohanlal Garg

Designation :

Independent Director

 

 

Name :

Mr.Bhupendra Kansagara  

Designation :

Independent Director

 

 

Name :

Mr. Ravi Chilukuri

Designation :

Independent Director

 

 

Name :

Mr.D.Sundararajan

Designation :

Independent Director

 

 

Name :

Mr.Manabendra Guha Roy

Designation :

Independent Director

 

 

KEY EXECUTIVES

 

Name :

Mr. P.N.Devarajan 

Designation :

Chief Advisor [Planning, Strategy and Coordination]

 

 

Name :

Mr. Manabendra Guha Roy  

Designation :

Chief Executive Officer [Project Implementation]

 

 

Name :

Mr. D. Sundararajan  

Designation :

Chief Financial Officer [Resource Mobilisation]

 

 

Name :

Mr. Arun Ramachandra

Designation :

[President Commercial]

 

 

MAJOR SHAREHOLDERS / SHAREHOLDING PATTERN

 

 

Names of Shareholders [As on 31.03.2007]

No. of Shares

Percentage of Holding

Non Resident Indians

7966

0.16%

Financial Institutions

12600

0.18%

Mutual Funds

9100

0.25%

Bodies Corporate

488975

9.73%

Resident Individuals

4509459

89.68%

Total

5028100

100.00%

 

 

BUSINESS DETAILS

 

Line of Business :

Manufacturer and Trader of Computer Hardware.

 

 

Products :

·         Consultancy

·         Software / Training

 

 

GENERAL INFORMATION

 

Bankers :

NA

 

 

Facilities :

UNSECURED LOAN

31.03.2007 (Rs. in millions)

Gujarat Venture Capital Fund 1990

0.545

 

 

Banking Relations :

-------

 

 

Auditors :

 

Name :

Virendra Pradeep and Company

Chartered Accountants 

Address :

New Delhi, India

 

 

Associates/Subsidiaries :

Nil

 

 

CAPITAL STRUCTURE

 

Authorised Capital :

No. of Shares

Type

Value

Amount

6000000

Equity Shares

Rs. 10/- each

Rs. 60.000 millions

 

Issued, Subscribed & Paid-up Capital :

No. of Shares

Type

Value

Amount

4342500

Equity Shares

Rs. 10/- each

Rs.43.425 millions

585000

Conversion of Secured fully Convertible Debentures

 

Rs. 5.850 millions

100600

Bonus Shares

 

Rs. 1.006 millions

 

 

Total

Rs.50.281 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

50.281

50.281

50.300

2] Share Application Money

0.000

0.000

0.000

3] Reserves & Surplus

0.000

0.000

[90.100]

4] (Accumulated Losses)

[74.137]

[73.985]

0.000

NETWORTH

[23.856]

[23.704]

[39.800]

LOAN FUNDS

 

 

 

1] Secured Loans

0.000

11.357

40.300

2] Unsecured Loans

0.542

0.545

0.500

TOTAL BORROWING

0.542

11.902

40.800

DEFERRED TAX LIABILITIES

0.000

0.000

0.000

 

 

 

 

TOTAL

[23.314]

[11.802]

1.000

 

 

 

 

APPLICATION OF FUNDS

 

 

 

 

 

 

 

FIXED ASSETS [Net Block]

0.385

0.840

0.900

Capital work-in-progress

0.000

0.000

0.000

 

 

 

 

INVESTMENT

0.000

0.000

0.000

DEFERREX TAX ASSETS

0.000

0.000

0.000

 

 

 

 

CURRENT ASSETS, LOANS & ADVANCES

 

 

 

 

Inventories

0.261

0.261

6.600

 

Sundry Debtors

0.000

0.000

9.600

 

Cash & Bank Balances

0.310

0.024

0.000

 

Other Current Assets

0.000

0.000

0.000

 

Loans & Advances

0.707

0.599

1.600

Total Current Assets

1.278

0.884

17.800

Less : CURRENT LIABILITIES & PROVISIONS

 

 

 

 

Current Liabilities

24.977

13.526

11.400

 

Provisions

0.000

0.000

6.300

Total Current Liabilities

24.977

13.526

17.700

Net Current Assets

[23.699]

[12.642]

0.100

 

 

 

 

MISCELLANEOUS EXPENSES

0.000

0.000

0.000

 

 

 

 

TOTAL

[23.314]

[11.802]

1.000

 

PROFIT & LOSS ACCOUNT

 

PARTICULARS

 

31.03.2007

31.03.2006

31.03.2005

Sales Turnover

0.291

0.175

0.000

Other Income

0.000

8.805

0.000

Total Income

0.291

8.980

0.000

 

 

 

 

Profit/(Loss) Before Tax

[0.152]

[3.080]

[2.000]

Provision for Taxation

0.000

0.000

0.000

Profit/(Loss) After Tax

[0.152]

[3.080]

[2.000]

 

 

 

 

Expenditures :

 

 

 

 

Administrative Expenses

0.145

10.759

0.000

 

Interest

0.246

0.213

0.000

 

Depreciation & Amortization

0.050

0.091

0.100

 

Other Expenditure

0.000

0.995

1.900

Total Expenditure

0.443

12.060

2.000

 

QUARTERLY / SUMMARISED RESULTS

 

PARTICULARS

 

30.06.2007

30.09.2007

31.12.2007

Type

1st Quarter

2nd Quarter

3rd Quarter

Sales Turnover

0.000

0.400

0.200

Other Income

0.000

8.700

0.600

Total Income

0.000

9.100

0.800

Total Expenditure

0.000

9.600

0.700

Operating Profit

0.000

-0.500

0.100

Interest

0.000

0.000

0.000

Gross Profit

0.000

-0.500

0.100

Depreciation

0.000

0.000

0.200

Tax

0.000

0.000

0.200

Reported PAT

0.000

-0.500

-0.300

 

KEY RATIOS

 

Year

31.03.2007

31.03.2006

31.03.2005

Debt-Equity Ratio

0.00

0.00

0.00

Long Term Debt-Equity Ratio

0.00

0.00

0.00

Current Ratio

0.24

0.28

0.32

TURNOVER RATIOS

Fixed Assets

0.02

0.01

0.00

Inventory

0.05

0.03

0.00

Debtors

0.00

0.04

0.00

Interest Cover Ratio

0.50

-14.50

0.00

Operating Profit Margin(%)

66.67

-1400.00

0.00

Profit Before Interest And Tax Margin(%)

33.33

-1450.00

0.00

Cash Profit Margin(%)

0.00

-1500.00

0.00

Adjusted Net Profit Margin(%)

-33.33

-1550.00

0.00

Return On Capital Employed(%)

0.00

0.00

0.00

Return On Net Worth(%)

0.00

0.00

0.00

 

 

LOCAL AGENCY FURTHER INFORMATION

 

OPERATION
In absence of any financial resources and due to lack or working capital, the Company could not have regular operation during the year. 

 
The Company plans to diversify in refinery activities, which has good long term business potential. 


The Company had arrived at an "One Time Settlement" (OTS) with the Bank and has made all payment, as per the terms of the settlement, with the money brought in by the promoter. 

 

 

 

 

MANAGEMENT DISCUSSION AND ANALYSIS 

ECONOMY AND BUSINESS ENVIRONMENT 

The Indian economy exhibited excellent resilience to spiraling oil prices during 2006 and maintained its growth momentum. Despite hardening of the interest rates and heavy rains in many parts of the country, the economy has registered a growth of around 8% in fiscal 2006-07. Robust capital inflows and the revival of capital investments contributed significantly to the growth momentum. Inflationary pressures continued but remained under control as the impact of oil price increase on energy prices was restricted due to Government intervention. Fiscal scenario improved but remained a cause for concern. 

 
Bottlenecks in infrastructure more particularly power generation, coal production and transportation became evident. While from an economic perspective the fiscal year 2008 begins on a comfortable note, long term solutions to the weak links in the economy need to be addressed to achieve a sustained GDP growth rate of over 8% p.a. 

 
INDUSTRY OUTLOOK and OPPORTUNITIES FOR REFINING BUSINESS 

The company was not in a position to continue the existing business for the entire financial year as it was constrained by lack of working capital finance. The Directors have successfully settled all the liabilities and have now embarked on diversification. By a separate notice to the members, the Directors have requested for approval of the members to enter into oil refining business. The Board after careful consideration has decided to implement a 5 million tonne Refinery project in Haldia, West Bengal. To lend support to the Board in its new venture, it has invited industry experts to join the Board. The new project requires substantial infusion of funds which will be mobilised by issue of GDR / ADR / FCCB in addition to borrowings in foreign and domestic markets. The Directors request the members to support its new endeavor as they were doing in the. past. 

 
The refining industry is in a growth phase and the gross refining margin (difference between the crude oil and final product) is continuously increasing. The company is in the process of tying up of crude supply and off-take agreements besides entering into an agreement with the vendors for supply of a well maintained second hand refinery.

 

Fixed Assets

Ø       Land

Ø       Building

Ø       Plant and Machinery

Ø       Furniture and Fixtures

Ø       Office Equipments

 

WEBSITE DETAILS:

M/s. CALS Limited was incorporated on July 25, 1984 under the name of M/s. Computer Aided Learning Systems Private Limited as per the Companies Act 1956 and converted into a public limited company on September 22, 1992. The company changed its name from “M/s. Computer Aided Learning Systems Private Limited” to “M/s. CALS Limited” on February 25, 1994.

 

The company was a pioneer in the development of bilingual computer systems in India and launched its first bilingual computer ‘Sulekha’ in 1984-85. This was the first bilingual computer approved by the Government of India for use in Central and State Government departments. The company was awarded “Excellence in Exports” by the Government of India in the year 1990-91. It also achieved the status of “Star Exporter” for its export performance in the year 1990-91.

 

The company in its 23rd AGM held on September 12, 2007 changed its name from “CALS Ltd.” to “Cals Refineries Limited” . The Company made Initial Public Offer in the year 1994. The Company is listed on the BSE with Scrip Code 526652.

 

Projects:

The project envisages setting up of a petroleum refinery with a capacity of 100,000 BPSD at Haldia, India by relocation of M/s. Bayernoil refinery located at Ingolstadt, Germany. The refinery is in running condition and presently being operated by M/s. Bayernoil Refineries GmbH and processing 90,000 BPSD of hydrocarbon per annum. The refinery is scheduled for shutdown on June 30, 2008 to commence the dismantling activity. M/s. ThyssenKrupp presently carries out all the maintenance activities including record keeping for the refinery at Ingolstadt. The plant equipment condition is regularly checked and certified by third party inspection agency such as TUV as per German regulations.

 

 

 


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 exist designating subject or any of its beneficial owners, controlling shareholders or senior officers as terrorist or terrorist organization or whom notice had been received that all financial transactions involving their assets have been blocked or convicted, found guilty or against whom a judgement or order had been entered in a proceedings for violating money-laundering, anti-corruption or bribery or international economic or anti-terrorism sanction laws or whose assets were seized, blocked, frozen or ordered forfeited for violation of money laundering or international anti-terrorism laws.

 

2]         Court Declaration :

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

 

3]         Asset Declaration :

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

 

4]         Record on Financial Crime :

            Charges or conviction registered against subject:                                                  None

 

5]         Records on Violation of Anti-Corruption Laws :

            Charges or investigation registered against subject:                                                          None

 

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

            Charges or investigation registered against subject:                                                          None

 

7]         Criminal Records

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

 

8]         Affiliation with Government :

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

 

9]         Compensation Package :

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

 

10]        Press Report :

            No press reports / filings exists on the subject.

 

 

CORPORATE GOVERNANCE

 

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

 

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

 

 

CONTRAVENTION

 

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

 

 

FOREIGN EXCHANGE RATES

 

Currency

Unit

Indian Rupees

US Dollar

1

Rs.40.45

UK Pound

1

Rs.82.25

Euro

1

Rs.63.20

 

 

SCORE & RATING EXPLANATIONS

 

SCORE FACTORS

 

RANGE

POINTS

HISTORY

1~10

2

PAID-UP CAPITAL

1~10

2

OPERATING SCALE

1~10

-

FINANCIAL CONDITION

 

 

--BUSINESS SCALE

1~10

-

--PROFITABILIRY

1~10

-

--LIQUIDITY

1~10

1

--LEVERAGE

1~10

1

--RESERVES

1~10

-

--CREDIT LINES

1~10

-

--MARGINS

-5~5

-

DEMERIT POINTS

 

 

--BANK CHARGES

YES/NO

NO

--LITIGATION

YES/NO

NO

--OTHER ADVERSE INFORMATION

YES/NO

NO

MERIT POINTS

 

 

--SOLE DISTRIBUTORSHIP

YES/NO

NO

--EXPORT ACTIVITIES

YES/NO

NO

--AFFILIATION

YES/NO

YES

--LISTED

YES/NO

NO

--OTHER MERIT FACTORS

YES/NO

YES

TOTAL

 

6

 

This score serves as a reference to assess SC’s credit risk and to set the amount of credit to be extended. It is calculated from a composite of weighted scores obtained from each of the major sections of this report. The assessed factors and their relative weights (as indicated through %) are as follows:

 

Financial condition (40%)            Ownership background (20%)                 Payment record (10%)

Credit history (10%)                    Market trend (10%)                                Operational size (10%)

 


 

RATING EXPLANATIONS

 

RATING

STATUS

 

 

PROPOSED CREDIT LINE

>86

Aaa

Possesses an extremely sound financial base with the strongest capability for timely payment of interest and principal sums

 

Unlimited

71-85

Aa

Possesses adequate working capital. No caution needed for credit transaction. It has above average (strong) capability for payment of interest and principal sums

 

Large

56-70

A

Financial & operational base are regarded healthy. General unfavourable factors will not cause fatal effect. Satisfactory capability for payment of interest and principal sums

 

Fairly Large

41-55

Ba

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

 

Satisfactory

26-40

B

Unfavourable & favourable factors carry similar weight in credit consideration. Capability to overcome financial difficulties seems comparatively below average.

 

Small

11-25

Ca

Adverse factors are apparent. Repayment of interest and principal sums in default or expected to be in default upon maturity

 

Limited with full security

<10

C

Absolute credit risk exists. Caution needed to be exercised

 

 

Credit not recommended

NR

In view of the lack of information, we have no basis upon which to recommend credit dealings

No Rating

 

 

 

PRIVATE & CONFIDENTIAL : This information is provided to you at your request, you having employed MIPL for such purpose. You will use the information as aid only in determining the propriety of giving credit and generally as an aid to your business and for no other purpose. You will hold the information in strict confidence, and shall not reveal it or make it known to the subject persons, firms or corporations or to any other. MIPL does not warrant the correctness of the information as you hold it free of any liability whatsoever. You will be liable to and indemnify MIPL for any loss, damage or expense, occasioned by your breach or non observance of any one, or more of these conditions