MIRA INFORM REPORT

 

 

 

Report Date :

30.05.2008

 

IDENTIFICATION DETAILS

 

Name :

JYOTI STRUCTURES LIMITED

 

 

Registered Office :

Valecha Chambers, 5th / 6th Floor, Plot No. B-6, CTS-612, New Link Road, Oshiwara, Andheri (West), Mumbai – 400 053, Maharashtra

 

 

Country :

India

 

 

Financials (as on) :

31.03.2007

 

 

Date of Incorporation :

27.05.1974

 

 

Com. Reg. No.:

017494

 

 

TAN No.:

[Tax Deduction & Collection Account No.]

MUMJ09132E

 

 

PAN No.:

[Permanent Account No.]

AAACJ2499R

 

 

Legal Form :

Subject is a Public Limited Liability Company.  The company's shares are listed on the Stock Exchanges.

 

 

Line of Business :

Manufacturing of transmission line towers, sub-station structure, tall antenna towers/masts and railway electrification structures. It also undertakes turn-key projects involving survey, foundation, erection and stringing activities of extra high voltage of transmission line in sub stations.

 

 

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 11032520

 

 

Status :

Very Good

 

 

Payment Behaviour :

Regular

 

 

Litigation :

Clear

 

 

Comments :

Subject is a well-established company having satisfactory track records. Directors are reported as experienced, respectable and resourceful businessmen. Their trade relations are fair. Payments are reported as slow by + 30/60 days.

 

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

 

 

LOCATIONS

 

Registered Office /Corporate Office :

Valecha Chambers, 5th / 6th Floor, Plot No. B-6, CTS-612, New Link Road, Oshiwara, Andheri (West), Mumbai – 400 053, Maharashtra, INDIA

Tel. No.:

91-22- 56915000 / 26312510 / 16 / 17 / 2539 / 2554 / 26324169/ 40915000

Fax No.:

91-22-26310379 / 56915014 / 15/ 66915014/ 40915014/15

E-Mail :

1. jsl@giasbm01.vsnl.net.in

2. contact@jyotistructures.com

3. contact@jsl.co.in

Website :

http://www.joytistructures.com

 

 

Administrative Office:

Keshava, 7th Floor, Bandra - Kurla Commercial Complex, Bandra (East), Mumbai - 400 051, Maharashtra

Tel. No.:

91-22-26429613

Fax No.:

91-22-26429872

 

 

Plant 1 :

NASIK FACTORY :

 

52A/53A, D. Road, Satpur Industrial Complex, Nasik - 422 007,

Maharashtra

Tel. No.:

91-253-2351091-4

Fax No.:

91-253-2351134

 

 

Plant 2 :

Nasik Operations Office

 

H/37, Shivaji Nagar, MIDC, Nasik - 422 007, Maharashtra 

Tel. No.:

91-253-2360050

Fax No.:

91-253-2361841

 

 

Plant 3 :

Tower Testing Station

 

Ghoti, Igatpuri, District Nasik - 422 002, Maharashtra 

Tel. No.:

91-2553-282211

Fax No.:

91-2553-282212

 

 

Plant 4 :

Raipur Factory

 

1037/1056, Sarora Ring Road, Urla Industrial Complex, Raipur - 493 221, Chhatisgarh

Tel. No.:

91-771-2324567

Fax No.:

91-771-2324767

 

 

DIRECTORS

 

Name :

Mr. M. P. Tejwani

Designation :

Chairman

Date of Birth/Age :

30.04.1933

Qualification :

M. A., Sc., CAIIB

Experience :

48 Years in Banking, Finance and Corporate Affairs.

Other Directorships

·         Rama Capital and Fiscal Services Limited

·         Premium Financial Services Limited

·         Trishul Mercantile Private Limited

·         Rainbow Agri Industries Limited

·         Goodearth Credit & Investment Limited

·         Rainbow Denim Limited

 

 

Name :

Mr. S. H. Mirchandani

Designation :

Director

Date of Birth/Age :

07.03.1965

Qualification :

B. e. (Mech)., MBA (Financial)

Experience :

He has varied business experiences of running a trading firm in Dubai, a real estate company in Mumbai and Pune.

Other Directorships

·         Shalimar Housing and Finance Limited

·         Seagull Solutions Limited

 

 

Name :

Mr. K. R. Thakur

Designation :

Managing Director

Date of Birth/Age :

13.11.1942

Qualification :

B.E. (Mech.)

Experience :

Overall 40 years out of which 26 years in Transmission Line Industry.

Date of Appointment :

01.04.2004

Other Directorships

·         JSL Corporate Services Limited

·         Shree Chhaterapati Shahu Power Company Limited

·         Valmir Constructions Private Limited

 

 

Name :

Mr. S. D. Kulkarni

Designation :

Chairman

 

 

Name :

Mr. G. L .Valecha

Designation :

Director

Date of Birth/Age :

08.05.1932

Qualification :

B.A.

Date of Appointment :

26.04.2003

Experience :

He has varied experience in construction industry and with acumen in Finance.

Other Directorships :

Gopaldas Vasudev Construction Company Private Limited

 

 

Name :

Mr. S. H. Mirchandani

Designation :

Director

Date of Birth/Age :

07.03.1995

Qualification :

B.E.(Mech), M.B.A.(Finance)

Date of Appointment :

29.05.2001

Experience :

He has varied business experience of running a trading firm in Dubai, a real estate company in Bhopal & Pune

Other Directorships :

Shalimar Housing & Finance Limited

Seagull Solutions Limited

 

 

Name :

Mr. S. D. Kshirsagar

Designation :

Chairman

 

 

Name :

Mr. A. J. Khan

Designation :

Director

 

 

Name :

Mr. P. K. Thakur

Designation :

Director

Date of Birth/Age :

34 Years

Qualification :

B.E., MBA

Experience :

78Years

Date of Appointment :

1996

Previous Employment

AES Transpower

 

 

Name :

Mr. P A Sethi

Designation :

Director

Date of Birth/Age :

19.10.1944

Qualification :

B.Com, C.A.I.I.B, P. G. Diploma (Costing and Management Accounting)

Date of Appointment :

24.01.2006

Experience :

He has varied experience in Banking Industry for more than 40 years and has held key positions in his career.

 

 

KEY EXECUTIVES

 

Name :

Mr. L. H. Khilnani

Designation :

Company Secretary

 

 

MAJOR SHAREHOLDERS / SHAREHOLDING PATTERN

 

(As on 31.03.2007)

Names of Shareholders

No. of Shares

Percentage of Holding

Promoters:

 

 

Individuals

16060875

19.91

Bodies Corporate

6541120

8.11

Other Bodies Corporate

8702002

10.78

NRIs/FIIs

25132078

31.14

Financial Institutions/Banks/Mutual Fund

12007073

14.88

Indian Public

12252742

15.18

TOTAL

80695890

100.00

 

 

BUSINESS DETAILS

 

Line of Business :

Manufacturing of transmission line towers, sub-station structure, tall antenna towers/masts and railway electrification structures. It also undertakes turn-key projects involving survey, foundation, erection and stringing activities of extra high voltage of transmission line in sub stations.

 

 

Products :

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

 

Item Code No.

 

Product Description

730890

Transmission Tower & its parts and substation structures

 

Execution of turnkey transmission line projects

 

PRODUCTION STATUS

 

Particulars

Unit

Installed Capacity

Actual Production

Transmission Lines, Towers & Structures

MT

76000

61192

 

 

GENERAL INFORMATION

 

Customers :

v      Tata International Limited

v      Societe d'energie de la Baie James

v      U. P. Power Corporation Limited

v      Kilpatrick Green Pty. Limited

v      Northeast China Electric Power Import & Export Corporation (NEIE)

v      ABB Engineering Construction Pty. Limited

v      The National Grid Company plc., U.K.

v      Bureau Veritas

v      Maharashtra  State Electricity Board

 

 

No. of Employees :

950

 

 

Bankers :

v      State Bank of India

v      Bank of India

v      Axis Bank Limited

v      Indus Ind Bank Limited

v      ICICI Banking Corporation Limited

v      Global Trust Bank Limited

v      Oriental Bank of Commerce

v      Canara Bank

v      Bank Muscat

v      Exim Bank of India

v      Bank of Maharastra

v      Dena Bank

v      ICICI Bank Limited

v      Indian Bank

v      State Bank of Indore

v      Syndicate Bank

v      UCO Bank

v      Union Bank of India

v      State Bank of Hyderabad

v      IL & FS

v      Industrial Development Bank of India Limited

 

 

Facilities :

 

Particulars

31.03.2007

(Rs. in millions)

SECURED LOANS

 

a) Banks (for Working Capital) Secured by a first charge on all present and future current assets, moneys receivable and claims except assets for which exclusive charge have been created and secured by a charge which is second and subservient to the charge created in favour of the IDBI, by way of deposit of title deeds in respect of the Company’s immovable property in M.I.D.C., Satpur Industrial Area, Nasik (Maharashtra), Raipur (Chattisgarh) and ghoti Nasik Dist. (Maharashtra).

1393.950

b) IDBI – Term Loan

Secured by pari passu mortgage and charge on all fixed assets except office premises and equipments situated at Andheri (W), Mumbai and second charge on all current assets both present and future.

16.000

 

c) IL and FS Term Loan

Secured by mortgage and charge on fixed assets situated at H-37, Nasik Industrial Area, Satpur, Nasik and office premises and equipments situated at Andheri (W), Mumbai.

46.430

 

d) EXIM Bank – (GJI) – Loan

Secured by pari passu mortgage and charge on all fixed assets and second charge on all current assets both present and future.

40.990

 

e) EXIM Bank – Foreign Currency – Loan

Secured by assignment of project receivables in respect of WBSEB Project.

--

 

f) Asset Finance – From Banks

Secured by hypothecation of respective assets

11.460

 

g) Asset Finance – From Financers

Secured by hypothecation of respective assets

5.960

 

 

1514.790

 

Particulars

31.03.2007

(Rs. in millions)

UNSECURED LOANS

 

a) Sales Tax – Deferral – WMDC /SICOM

46.990

b) Sales Tax – Deferral – Madhya Pradesh

33.180

c) Inter Corporate Deposits

-

D) Corporate Term Loans From Banks

-

 

80.170

 

 

 

 

 

Banking Relations :

Good

 

 

Auditors :

R. M. Ajgaonkar & Company

Chartered Accountants

 

 

Subsidiaries :

v      JSL Refractories Limited

v      JSL Corporate Services Limited

v      JSL Finance Limited

v      Shree Chhatrapati Shahu Power Company Limited

 

 

Associates:

v      Val-Mir Construction Private Limited

- No transactions during the year.

v      Jyoti Acqua Culture Private Limited

v      Gulf Jyoti International LLC

 

 

Membership:

v      Confederation of Indian Industry

 

 

CAPITAL STRUCTURE

 

Authorised Capital :

No. of Shares

Type

Value

Amount

 

 

 

 

150,000,000

Equity Shares

Rs. 2/- Each

Rs. 300.000 millions

5,000,000

Redeemable Preference Shares

Rs. 100/- Each

Rs. 500.000 millions

 

TOTAL

 

Rs. 800.000 millions

 

Issued Capital :

No. of Shares

Type

Value

Amount

80,711,150

Equity Shares

Rs. 2/- Each

Rs. 161.420 millions

 

Subscribed & Paid-up Capital :

No. of Shares

Type

Value

Amount

80,695,890

Equity Shares

Rs. 2/- Each

Rs. 161.390 millions

 

Notes:

Of the above shares:

 

a) 13505 Equity Shares of Rs. 100/- each was the paid-up capital of the Company as on 31.03.1986.

 

b) 6753 Equity Shares of Rs. 100/- each were allotted as fully paid up Bonus Shares by way of capitalization of General Reserve in the year 1986-87.

 

c) 25387 Equity Shares of Rs. 100/- each were allotted as fully paid up for cash at par on Rights basis, in the year 1986-87.

 

d) 24688 Equity Shares of Rs. 100/- each were allotted as fully paid up for cash at par on Rights basis, in the year 1988-89.

 

e) 920000(Equity Shares of Rs. 10/- each were allotted as fully paid up for cash at a Premium of Rs. 5/- per share to Public, (including 40000 Equity Shares allotted to the employees of the Company) in the year 1989-90.

 

f) 1651330 Equity Shares of Rs. 10/- each were allotted as fully paid up for cash ata a Premium of Rs. 25/- per share on Rights basis. (including 28000 Equity Shares allotted to the employees of the Company) in the year 1992-93.

 

g) 1637330 Equity Shares of Rs. 10/- each were allotted as fully paid up Bonus Shares by way of capitalization out of Share Premium in the year 1994-95.

 

h) 4908938 Equity Shares of Rs. 10/- each were allotted as fully paid up for cash at a Premium of Rs. 25/- per share on Right basis (including 251345 Equity Shares allotted to the employees of the Company) in the year 2000-01.

 

i) 2000000 Equity Shares of Rs. 10/- each were allotted as fully paid up for cash at a Premium of Rs. 37/- per share on Private Placement in the year 2003-04.

 

j) 2000000 Equity Shares of Rs. 10/- each were allotted as fully paid up for cash at a Premium of Rs. 101/- per share on Private Placement in the year 2004-05

 

k) 1550000 Equity Shares of Rs. 10/- each were allotted as fully paid up for cash at a Premium of Rs. 562- per share on Private Placement in the year 2006-07

 

l) On 4th August, 2008 the Company subdivided one Equity Shares of the face value Rs. 10/- to five shares of Rs. 2/- each.

 

m) 3500000 Equity Shares of Rs. 2/- each were allotted as fully paid-up for cash at a Premium of Rs. 38.50 per share to Promoters in the year 2006-07.

 

n)341250 Equity Shares of Rs. 2/- each were allotted as fully paid-up for cash at a Premium of Rs. 15/- per share to the eligible employees under the Employees Stock Option Scheme in the year 2006-07.        

 


 

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

161.390

138.209

138.209

2] Share Application Money

0.000

0.000

0.000

3] Reserves & Surplus

2596.740

1063.218

806.006

4] (Accumulated Losses)

0.000

0.000

0.000

5] Share Warrants : Up-Front Price

0.000

14.700

0.000

NETWORTH

2758.130

1216.127

944.215

LOAN FUNDS

 

 

 

1] Secured Loans

1514.790

1203.277

853.989

2] Unsecured Loans

80.170

406.016

265.401

TOTAL BORROWING

1594.960

1609.293

1119.390

DEFERRED TAX LIABILITIES

76.800

77.653

68.757

 

 

 

 

TOTAL

4429.890

2903.073

2132.362

 

 

 

 

APPLICATION OF FUNDS

 

 

 

 

 

 

 

FIXED ASSETS [Net Block]

561.470

531.144

425.892

Capital work-in-progress

1.920

15.091

15.158

 

 

 

 

INVESTMENT

185.100

165.691

87.058

DEFERREX TAX ASSETS

0.000

0.000

0.000

 

 

 

 

CURRENT ASSETS, LOANS & ADVANCES

 

 

 

 
Inventories

763.450

914.940

523.721

 
Sundry Debtors

3634.960

1837.768

1507.133

 
Cash & Bank Balances

92.350

538.547

473.487

 
Other Current Assets

905.190

171.402

160.876

 
Loans & Advances

1064.780

525.590

328.847

Total Current Assets

6460.73

4888.800

3988.247

Less : CURRENT LIABILITIES & PROVISIONS

 

 

 

 
Current Liabilities

2607.060

2276.521

1932.452

 
Provisions

196.120

109.654

34.602

Total Current Liabilities

2803.180

2698.744

2386.175

Net Current Assets

3657.550

2190.056

1602.072

 

 

 

 

MISCELLANEOUS EXPENSES

23.850

1.091

2.182

 

 

 

 

TOTAL

4429.890

2903.073

2132.362

 


PROFIT & LOSS ACCOUNT

 

PARTICULARS

 

31.03.2007

31.03.2006

31.03.2005

Sales

10249.800

7380.636

4396.124

Other Income

8.210

20.902

4.725

Total Income

10258.010

7401.538

4400.849

 

 

 

 

Profit/(Loss) Before Tax

875.070

461.983

181.135

Provision for Taxation

329.730

185.296

65.829

Profit/(Loss) After Tax

545.340

276.687

115.306

 

 

 

 

Earnings in Foreign Currency :

 

 

 

Earnings (including Deemed Exports and sales through Export House)

809.930

989.038

918.283

Expenditure – Travelling and Others

18.380

5.668

7.389

Overseas Projects

11.240

112.877

106.372

Total Earnings

839.550

1107.583

1032.044

 

 

 

 

Imports :

 

 

 

Capital Goods

0.000

90.140

4.568

Raw Materials

378.290

521.415

135.308

Spare Parts

0.840

0.000

0.648

Total Imports

379.130

611.555

140.524

 

 

 

 

Expenditures :

 

 

 

Cost of Materials Consumed

5440.580

4448.550

2905.731

Operating and Other Expenses

1406.760

1092.544

572.531

Personnel Expenses

266.500

185.227

142.510

Interest & Financial Charges

328.870

258.432

194.694

Depreciation

58.160

48.383

39.301

Erection and subcontracting expenses

1440.700

1093.821

522.420

(Increase) / Decrease in stock of finished / Semi-Finished goods

441.370

(187.362)

(157.473)

Total Expenditure

9382.940

6939.555

4219.714

 

QUARTERLY RESULTS

 

PARTICULARS

 

30.06.2007

1st Quarter

30.09.2007

2nd Quarter

31.12.2007

3rd Quarter

31.03.2008

4th Quarter

 Sales Turnover

2966.500

3181.500

3455.300

4100.600

 Other Income

0.900

4.000

4.000

6.300

 Total Income

2967.400

3185.500

3459.300

4106.900

 Total Expenditure

2599.300

2783.200

3017.600

3585.100

 Operating Profit

368.100

402.300

441.700

521.800

 Interest

95.400

106.200

105.300

157.400

 Gross Profit

272.700

296.100

336.400

364.400

 Depreciation

16.300

15.800

16.700

18.200

 Tax

95.700

110.400

118.200

150.200

 Reported PAT

160.300

169.700

201.500

192.600

 


KEY RATIOS

 

PARTICULARS

 

31.03.2007

31.03.2006

31.03.2005

Debt-Equity Ratio

0.81

1.27

1.26

Long Term Debt-Equity Ratio

0.20

0.52

0.54

Current Ratio

1.40

1.30

1.25

TURNOVER RATIOS

 

 

 

Fixed Assets

11.45

9.40

6.41

Inventory

10.37

6.94

6.11

Debtors

3.35

3.41

2.63

Interest Cover Ratio

2.90

2.21

1.65

Operating Profit Margin(%)

13.60

12.07

11.35

Profit Before Interest And Tax Margin(%)

13.03

11.42

10.46

Cash Profit Margin(%)

5.94

4.40

3.52

Adjusted Net Profit Margin(%)

5.37

3.75

2.62

Return On Capital Employed(%)

37.42

34.60

26.00

Return On Net Worth(%)

27.79

25.79

14.69

 

 

LOCAL AGENCY FURTHER INFORMATION

 

The company is in trade terms with the following:

 

v      Automatic Electronics Private Limited 

v      Balaji Steel Works

v      Bhagwati Industries

v      Dharia Engineers

v      Pokar Enterprises

v      Galaxy Cable Industries

v      Industrial Polymers

v      Nike Industries

v      EMI Transmission Limited

v      Punjab Auto Industries Private Limited

v      Plaza Cable Industries

v      R. P. Engineering Works

v      Reliance Engineering Company

v      Shree Bajrang Alloys

v      Trans Accessories

v      Venson Electric

v      Z. M. Engineering Works

v      Shree Radha Krishna Steel

 

The company’s fixed assets of important value includes land, buildings, plant & machinery, leased assets, furniture & fixtures, office equipments, air conditioners & water coolers and vehicles.

 

CAPITAL
 
 Effective 4th August, 2006, one equity share of the face value of Rs.10 each was sub-divided into five equity shares of the face value of Rs.2 each. During the year, the Company:

 
 i. Allotted 1,550,000 Equity Shares of Rs.10 each to the FIIs and Mutual Funds on private placement basis. 
 
 ii. Allotted 3,500,000 Equity Shares of Rs.2 each, arising on conversion of 700,000 warrants of Rs.10 each, allotted to the promoters of the Company on preferential basis. 

 
 iii. Allotted 341,250 Equity Shares of Rs. 2 each to the Employees pursuant to Employees Stock Option Scheme. 

 

OPERATIONS

 

For the year, the Company continued to maintain the growth momentum in top as well as bottom line. The turnover registered a growth of 39% to Rs.10250.000 millions. The profit after tax has gone up by 92% to Rs.550.000 millions. This increase in profit arose from higher sales volume, improved project management, better realisation and effective costs control system. 

 

OPPORTUNITIES

 

Demand for power continues to grow. Looking into the future, the demand and availability of generation resources, the government has drawn a transmission plan to develop an inter-regional transmission grid. 
 
 With announcement of providing electricity to all areas in rural India, both Central and State Governments would jointly endeavour to achieve this objective at the earliest. 

 
Considering the scale of investment and volume of expansion required in transmission and distribution sector, the Government of India has framed guidelines for private sector participation through joint ventures and Independent Power Transmission Corporation route, including 100% investment for investors coming through FDI. 

 
The development in the transmission sector would provide ample opportunities to the Company for maintaining the growth momentum in the coming years. 

 

SUBSIDIARIES

 

The Central Government in exercise of the power conferred by Section 212 (8) of the Companies Act, 1956 has accorded its approval for exemption from attaching the accounts of subsidiaries to the Balance Sheet of the Company. 

 
The Company shall provide copies of the Annual Report and other documents of its subsidiary companies as required under Section 212 of the Act to the members on their request, free of cost. 

 

JSL Structures Limited:

 
During the year, the name of the Company was changed from JSL Refractories Limited to JSL Structures Limited. 
 
Sales and Income from operations during the year 2006-07 was Rs.48.330 millions as against Rs.15.780 millions for the corresponding previous financial year. With change in business operations, the Company has reported profit of Rs.6.870 millions, as against loss of Rs.18.990 millions for the corresponding previous financial year. 

 
JSL Corporate Services Limited: 


For the year, no business was transacted in this Company. 


Shree Chhatrapati Shahu Power Company Limited: 

 
During the year, the Company has earned income by way of commission of Rs.4.820 millions as against commission of Rs.3.400 millions for the corresponding previous financial year. 


JOINT VENTURE

 

During the year, the Company has further invested Rs.40.65 million in Gulf Jyoti International LLC, a joint venture with Gulf Investment Corporation.

The manufacturing facilities in Dubai will be completed in second quarter and the trial production will commence thereafter. 

MANAGEMENT DISCUSSION AND ANALYSIS: 


INDUSTRY STRUCTURE AND DEVELOPMENTS: 


The Indian power sector, led by reforms across generation, transmission and distribution segments, is set to post high growth. 

 
To address the grim power scenario and tackle power deficit on basis, the government has plans to raise the generating capacity to 200,000 MW by the year 2012. The increase in generation capacity would call for an increase in transmission capacity for effective evacuation of power. 

 
With this, power companies across the segments - generation, transmission, distribution and equipment manufactures would find ample business opportunities for at least next three years. The Companies having financial strength, strong technology platform and project execution skills and capabilities, would have edge over their competitors to seize the opportunities. 


OPPORTUNITIES: 
 
Demand for power continues to grow. Looking into the future, the demand and availability of generation resources, the government has drawn a transmission plan to develop an inter-regional transmission grid. 
 
With announcement of providing electricity to all areas in rural India, both Central and State Governments would jointly endeavour to achieve this objective at the earliest. 

 
Considering the scale of investment and volume of expansion required in transmission and distribution sector, the Government of India has framed guidelines for private sector participation through joint ventures and Independent Power Transmission Corporation route, including 100% investment for investors coming through FDI. 

 
The development in the transmission sector would provide ample opportunities to the Company for maintaining the growth momentum in the coming years. 

 

OUTLOOK: 
 
The Company is on a continual growth path since 2003. With proven financial performance coupled with strong project execution capabilities, the Company is well placed to maintain its growth momentum. It is also expected to generate higher revenues from business opportunities available under rural electrification

 

PROVISIONS AND CONTINGENCIES:

 

i) A provision is recognized when there is present obligation as a result of past even and it is probable that an outflow of resources will be required to settle the obligation, in respect of which a reliable estimate can be made. Provisions are reviewed at each Balance Sheet date and adjusted to reflect the current best estimate.

 

ii) A disclosure for a contingent liability is made when there is a possible or present obligation that may but probably will not require an outflow of resources. When there is a possible obligation in respect of which the likehood of outflow of resources is remote, no provision or disclosure is made.


 

CONTINGENT LIABILITIES NOT PROVIDED FOR:

 

a) Outstanding Performance Guarantees given by banks are Rs. 3208.61 Million (P.Y. Rs. 1392.09 Million).

b) Claims against Company / Disputed Liabilities not acknowledged as debts are Rs. 40.73 Million (P.Y. Rs. 35.66 Million).

c) Liability against facility availed from EXIM Bank – Nil (P.Y. Rs. 0.18 Million).

 

 

NOTES:

 

Company has not made any provision for diminution in value of shares of JSL Structures Limited held by it and also by its owned subsidiary company due to erosion of net worth on account of losses. JSL Structures Limited has made profit during the financial year 2006-07. The Company further expects JSL Structures Limited to make profits in the years to come, in the business of manufacturing transmission line towers, and hence diminution in value is considered to be temporary.

 

The Company had invested Rs. 3.90 Million in JSL Power Projects SDN. BHD., Malaysia. As that company viz. JSL Power Projects SDN. BHD has lost its net worth, full provisions for the same was made in the accounts. In the current year the investment is written off from the books.

 

The terms and conditions of various contracts being executed by the Company provide for clauses in respect of liquidated damages applicable for any delay in completion of the whole or a portion of the contracts. In case of a few contracts, where there have been such delays in completion of the contracts, the Company is currently negotiating with its customers for an extension of time for the delays attributable to customers to complete the contracts. It is currently uncertain as to whether the customers would grant the required extension of time and hence, the quantum of liquidated damages is also uncertain. As per the past experience, where the delays are due to reasons beyond the control of the Company. The approvals for time extensions are normally received from customers, which sometimes takes more than reasonable time. As such, no provision on this account has been made in the books of account.

 

The Company had lodged its claim with BIFR for recovery of outstanding loans and advances due from Varun

Cements Limited amounting to Rs. 9.15 Million. During the year the Company has written of the amount due, as the recovery of debt was outstanding for a long time and it was not able to ascertain when the amount could be recovered.

 

The Company has advanced a total net sum of Rs. 47.020 Millions (P.Y. Rs. 47.750 Millions) to its subsidiary company, JSL Structures Limited as of 31st March, 2007. The Company has substantial accumulated losses. However, no provisions is made by the company as it expects JSL Structures Limited to make profits in the years to come. For the year ended 31st March 2007, JSL Structures Limited has made profit and the trend is expected to continue.

 

The names of small scale industrial undertakings to whom the Company owes a sum, for more than 30 days are Amar Industries, Digvijay Industries, Indo Tech Industries, Jyoti Agencies, Manmeet Industries, Nike Industries, Onkar Nath Rajeev Gupta, P.B. Electronic and Fasteners, Ganesh Plywood and Timber, M M Traders and Manufacturers, Nasik Oxygen Company Private Limited, Neha Engineering, Petro Synth (I) Private Limited, Century Crane Engineers Private Limited.


 

 

 

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.42.77

UK Pound

1

Rs.84.33

Euro

1

Rs.66.65

 

 

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

YES

--OTHER MERIT FACTORS

YES/NO

YES

TOTAL

 

72

 

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

 

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

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

 


 

RATING EXPLANATIONS

 

RATING

STATUS

 

 

PROPOSED CREDIT LINE

>86

Aaa

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

 

Unlimited

71-85

Aa

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

 

Large

56-70

A

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

 

Fairly Large

41-55

Ba

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

 

Satisfactory

26-40

B

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

 

Small

11-25

Ca

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

 

Limited with full security

<10

C

Absolute credit risk exists. Caution needed to be exercised

 

 

Credit not recommended

NR

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

No Rating

 

 

 

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