MIRA INFORM REPORT

 

 

 

Report Date :

26.09.2008

 

IDENTIFICATION DETAILS

 

Name :

HINDUSTAN CONSTRUCTION COMPANY LIMITED

 

 

Registered Office :

Hincon House, Lal Bahadur Shastri Marg, Vikhroli (West), Mumbai 400 083, Maharashtra

 

 

Country :

India

 

 

Financials (as on) :

31.03.2008

 

 

Date of Incorporation :

28.01.1926

 

 

Com. Reg. No.:

1228

 

 

CIN No.:

[Company Identification No.]

L45200MH1926PLC001228

 

 

TAN No.:

[Tax Deduction & Collection Account No.]

MUMH00179E

 

 

Legal Form :

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

 

 

Line of Business :

Undertakes projects for the construction of roads and bridges, dams, barrages, power projects, tunnels and underground works, industrial structures and buildings, marine works, railway bridges and environmental business.

 

 

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 50000000

 

 

Status :

Excellent

 

 

Payment Behaviour :

Regular

 

 

Litigation :

Clear

 

 

Comments :

Subject is a well-established company of Walchand Hirachand Group. Directors are reported as experienced, respectable and resourceful industrialist. Their trade relations are reported as fair. Financial position is satisfactory. Payments are reported as slow but correct.

 

The company can be considered normal for business dealing at usual trade terms and conditions

 

 

LOCATIONS

 

Registered Office :

Hincon House, Lal Bahadur Shastri Marg, Vikhroli (West), Mumbai – 400 083, Maharashtra, India

Tel. No.:

91-22-25775959

Fax No.:

91-22-25777568/ 25781850 / 25775950

E-Mail :

info@hccindia.com

hccindia@vsnl.com

secretarial@hccindia.com

Website :

http://www.hccindia.com

 

 

Factory :

Located at:-

·         Rajasthan

·         Himachal Pradesh

·         Delhi

·         Madhya Pradesh

 

 

Branches :

Located at:-

 

·         Jammu and Kashmir

·         Punjab

·         Haryana

·         Rajasthan

·         Gujarat

·         Maharashtra

·         Mumbai

·         Goa

·         Karnataka

·         Kerala

·         Tamilnadu

·         Andhra Pradesh

·         Orissa

·         West Bengal

·         Uttaranchal

·         Assam

·         Bihar (Jharkand)

·         Madhya Pradesh (Chattisgarh)

·         Uttar Pradesh

·         New Delhi

·         Himachal Pradesh

·         Bhutan

·         Bihar

 

 

DIRECTORS

 

Name :

Mr. Ajit Gulabchand

Designation :

Chairman and Managing Director

 

 

Name :

Mr. Y. H. Malegam

Designation :

Director

 

 

Name :

Mr. Rajas R. Doshi

Designation :

Director

 

 

Name :

Mr. Bhalchandra R. Sule

Designation :

Director

 

 

Name :

Mr. D. M. Popat

Designation :

Director

 

 

Name :

Mr. Ram P Gandhi

Designation :

Director

 

 

Name :

Dr. N. A. Kalyani

Designation :

Director

 

 

Name :

Mr. Fred Moavenzadeh

Designation :

Director

 

 

Name :

Mr. Sharad M. Kulkarni

Designation :

Director

 

 

Name :

Mr. Nirmal P. Bhogilal

Designation :

Director

 

 

Name :

Mr. K. G. Tendulkar

Designation :

Dy. Managing Director

 

 

Name :

Mr. M. D. Khattar (upto 01.08.2005)

Designation :

Executive Director, Technical and Business Development

 

 

Name :

Mr. R. G. Vartak

Designation :

Director

 Date of Appointment :

27.07.2007

 

 

Name :

Mr. S K Fotedar

Designation :

Executive Director (Technical)

Date of Appointment :

29.09.2005

 

 

Name :

Mr. Anil Singhvi

Designation :

Director

Date of Appointment :

27.07.2007

 

 

KEY EXECUTIVES

 

Name :

Mr. Vithal P Kulkarni

Designation :

Company Secretary

 

 

Name :

Mr. Pradeep Sood

Designation :

Group Chief Financial Officer

 

 

MAJOR SHAREHOLDERS / SHAREHOLDING PATTERN

 

(As on 31.03.2008)

Names of Shareholders

No. of Shares

Percentage of Holding

Promoters, directors, relatives and associates

120748457

47.12

Foreign institutional investors/mutual funds

30495506

11.90

Public financial institutions/State Financial Corporation

6352629

2.48

Mutual funds (Indian ) and UTI

37706177

14.71

Nationalised and other banks

473410

0.18

NRIs/ OCBs

2487399

0.97

GDSs

890010

0.35

Public

57096012

22.29

Total

256249600

100.00

 

 

BUSINESS DETAILS

 

Line of Business :

Undertakes projects for the construction of roads and bridges, dams, barrages, power projects, tunnels and underground works, industrial structures and buildings, marine works, railway bridges and environmental business.

 

 

GENERAL INFORMATION

 

No. of Employees :

14869

 

 

Bankers :

·         ICICI Bank Limited

·         Canara Bank

·         Punjab National Bank

·         Oriental Bank of Commerce

·         Indian Bank

·         State Bank of India

·         IDBI Bank Limited

·         Federal Bank Limited

·         State Bank of Patiala

·         Union Bank of India

·         ING Vysya Bank Limited

·         Exim Bank

·         Bank of India

·         Bank of Bahrain and Kuwait B.S.C.

·         HDFC Bank Limited

·         Citibank N.A.

·         J.P. Morgan Chase Bank N.A.

·         Axis Bank Limited

·         IDFC Limited

·         State Bank of Travancore

·         Standard Chartered Bank

·         Hongkong Shanghai Banking Corporation Limited

 

 

Facilities :

SECURED LOANS

31.03.2008

(Rs. In millions)

(a) Debentures:

 

 

 

10% Non-Convertible "E" Series

90.000

9% Non-Convertible "F" Series

-

7.5% Non-Convertible

600.000

9% Non-Convertible

500.000

9.5% Non-Convertible

500.000

Total

1690.000

 

 

From Banks:

 

 (i) On Cash Credit Account

-

(ii) ICICI Bank Car Loan

0.200

(iii) Exim Bank Foreign Currency Loan

452.700

(iv) Exim Bank Rupee Loan

500.00

(v) State Bank of Travancore Foreign Currency Loan

453.200

(vi) State Bank of Travancore Rupee Loan

500.000

(vii) State Bank of Mauritius 

100.000

(viii) Bank of Maharashtra

500.000

(ix) State Bank of India

1000.000

Total

3506.100

Interest Accrued and Due 

11.400

 

 

From HDFC

 

Corporate Loan

-

Total

 

Grand Total

5207.500

 

Notes:

 

Privately Placed Non Convertible Debentures

 

i) 10% Non Convertible Debentures "E" Series : Secured by first charge by way of hypothecation of specific movable properties as specified in second schedule of the trust deed executed on 20th January, 2003 in favour of Axis Bank Limited, the trustees to the debenture holders. These debentures having a face value of Rs.100/- each aggregating Rs. 150.000 millions are to be redeemed in seven half yearly installments at the end of 48th, 54th, 60th, 66th, 72nd, 78th and 84th month from the date of allotment i.e. 25th October, 2002. The first, second and third installment of Rs.20.000 millions each were paid on due dates i.e. 25th October, 2006, 25th April, 2007 and 25th October, 2007.

 

ii) 9% Non Convertible Debentures "F" Series : Secured by first charge by way of hypothecation of specific movable properties as specified in second schedule of the trust deed executed on 20th January, 2003 in favour of Axis Bank Limited, the trustees to the debenture holders. These debentures having a face value of Rs.100/- each aggregating Rs.200.000 millions are to be redeemed in three annual installments at the end of 36th, 48th, and 60th month from the date of allotment i.e.17th January, 2003. First and Second installment of Rs. 66.700 millions each were paid on due dates i.e. 16th January, 2006 and 16th January, 2007. These debentures have been redeemed by paying the third and final installment of Rs.66.700 millions on 16th January, 2008.

 

iii) 7.5% Non Convertible Debentures : Secured by first charge by way of hypothecation of specific movable properties as specified in second schedule of the trust deed executed on 17th December, 2004 in favour of Axis Bank Limited, the trustees to the debenture holders. These debentures having a face value of Rs.10,00,000/- each aggregating Rs.600.000 millions are to be redeemed in five half yearly equal installments commencing from the end of the 8th year from the date of allotment i.e.28th September, 2004.

 

iv) 9% Non-convertible debentures : Secured by first charge on Company’s specific movable properties as specified in second schedule of the trust deed executed on 17th January, 2007 in favour of Axis Bank Limited, the trustees to the debenture holders. These debentures having a face value of Rs.1000000/- each aggregating Rs.500 millions are to be redeemed in three annual equal installments commencing from the end of 3rd, 4th and 5th year from the date of first disbursement i.e. 07th September, 2006.  

 

v) 9% Non-convertible debentures : Secured by the first charge on Company’s specific movable properties as specified in second schedule of the trust deed executed on 17th January, 2007 in favour of Axis Bank Limited, the trustees to the debenture holders. These debentures having a face value of Rs.1000000 each aggregating Rs.500.000 millions are to be redeemed by bullet payment at the end of 5th year from the date of allotment i.e. 20th November, 2007.

 

The above debentures (i) to (v) are also secured by way of mortgage of a flat situated at Lok gaurav Complex, Vikhroli.

 

Banks:

 

Cash credit limits are secured against hypothecation of work in progress, stores, book debts, dues and advances and residual charge/mortgage  on plant and machinery and land and buildings at Village Tara, District Raigad.

 

ICICI Bank Car Loan

 

Secured by first charge by way of hypothecation of Cars purchased under the scheme in favour of ICICI Bank.

 

EXIM Bank Term Loan [Item No. (iii) and (iv)] 

 

Secured by a first charge on movable fixed assets acquired / to be acquired by the Company as specified in schedule III-A of the loan agreement executed on 22nd March, 2007.

 

State Bank of Travancore Term Loan [Item No. (v) and (vi)]

 

Secured by a first charge way of hypothecation of a pool of specific plant, machinery, tools and accessories acquired / to be acquired by the Company as specified in schedule II of the deed of hypothecation executed in favour of the Bank on 15th February, 2007.

 

 

State Bank of Mauritius

 

Secured by first charge by way of hypothecation of specific assets in favour of the Bank as described in schedule II of the deed of hypothecation executed on 8th May, 2007.

 

Bank of Maharashtra

 

Secured by first charge by way of hypothecation of specific assets in favour of the Bank as described in the fourth schedule of the deed of hypothecation executed on 26th December, 2007.

 

State Bank of India

 

Secured by first charge by way of hypothecation of specific fixed assets in favour of the Bank as described in the annexure II to the agreement of loan executed on 30th November, 2007.

 

From HDFC

 

Corporate Loan

 

Secured by way of oral charge on 6th June, 2003 on non residential premises being all the piece and parcel of land admeasuring 202505 sq. meters at Village Tara, district Raigad together with buildings and other structures thereon, land appurtenant thereto both present and future. This loan has been repaid during the year.  

 

UNSECURED LOANS

31.03.2008

 (Rs. In millions) 

A. Short Term Loans and Advances

 

(i) From Banks

 

(a) Commercial Paper (Maximum balance outstanding during the year Rs.1500.000 millions previous year Rs.1000 millions

1200.000

(b) Term Loans

4150.000

(c) Citi Bank Foreign Currency Loan

200.300

Interest Accrued and Due

9.700

 

 

(ii) From Others

 

(a) Intercorporate Deposits

22.900

(b) NBFC

750.000

 

 

B: Other Loans and Advances

 

From Banks

 

(a) IDBI Term Loan

-

(b) EXIM Bank Foreign Currency Loan

440.600

(c) Yes Bank Term Laon

750.000

(d) HSBC Foreign Currency Loan

400.600

(e) Axis Bank Limited

500.000

 

 

From Others

 

(a) IGHCC Loan Trust

750.000

(b) Zero Coupon Convertible Foreign Currency Bonds due 2011

4067.000

 

 

Total

13241.100

 

 

 

Banking Relations :

Good

 

 

Auditors :

K. S. Aiyar and Company

Chartered Accountants

 

 

Joint Ventures :

·         Nathpa Jhakri Joint Venture

·         HCC Pati Joint Venture

·         Kumagal Skanska – HCC- Itochu Group

·         HCC-L and T Purulia Joint Venture

·         Alpine – Samsung – HCC Joint Venture

·         Alpine - HCC Joint Venture

 

 

Associates:

·         Hincon Holding Limited

·         Gulabchand Investments Limited

·         The Premier Automobiles Limited

·         Acron (India) Limited

·         Walchandnagar Industries Limited

·         Levasa Corporation Limited

 

 

Subsidiaries

·         Hincon Technoconsult Limited (Formerly known as Ganga Construction Limited)

·         Ucchar Investment Limited

·         Western Securities Limited

·         Hincon International Limited

·         HCC Infotech Limited

·         HCC Infotech Inc.

·         Pune – Paud Toll Road Company Limited

·         Hincon Realty Limited

·         Nirmal BOT Limited

·         HCC Real Estate Limited

·         HCC Singapore Enterprises Pte Limited

·         HCC Mauritius Enterprises Limited

·         HRL Township Developers Limited

·         HRL (Thane) Real Estate Limited

·         Panchkutir Developers Limited

·         Hinjewadi Township Limited

·         Nashik Township Limited

·         Charosa Wineries Limited

·         Lavasa Corporation Limited

·         Lavasa Hotel Limited

·         Lavasa Star Hotel Limited

·         Apollo Lavasa Health Corporation Limited

·         Vikhroli Corporate Park

 

CAPITAL STRUCTURE

 

(As on 31.03.2008)

 

Authorised Capital :

No. of Shares

Type

Value

Amount

50000

9.5% Redeemable Cumulative Second Preference Shares 

Rs.100/- each

Rs.5.000 millions

495000000

Equity Shares 

Rs.1/- each

Rs.495.000 millions

 

Total

 

Rs.500.000 millions

 

Issued, Subscribed & Paid-up Capital :

No. of Shares

Type

Value

Amount

256249600

Equity Shares 

Rs.1/- each

Rs.256.200 millions

 

Add : Forfeited Shares

 

Rs.0.100 millions

 

Total

 

Rs.256.300 millions

 

Notes :

 

1.       Out of 256249600 Equity Shares of Rs.1/- each

 

·         126866250 Equity Shares were issued as fully paid Bonus Shares by capitalization of Reserves and Surplus.

 

·         29055400 Equity Shares were issued to two SEBI Registered institutional Investors and a Domestic Mutual Fund on a preferential basis on 31st March, 2005.

 

·         26954200 Shares representing 26954200 Global Depository Shares were issued on 29.03.2006 pursuant to Global Depository Offering by the Company. Out of above 26064190 Global Depository Shares Have been converted into Indian Equity Shares.

 

2.       Each Equity Share of Rs.10 has been subdivided into 10 Equity Shares of Re.1 each, as approved by the Shareholders in the Extraordinary General Meeting held on 28th October, 2005.

 

3.       Share Warrants

   
 

FINANCIAL DATA

[all figures are in Rupees Millions]

 

ABRIDGED BALANCE SHEET

 

SOURCES OF FUNDS

 

31.03.2008

31.03.2007

31.03.2006

SHAREHOLDERS FUNDS

 

 

 

1] Share Capital

256.300

256.300

256.316

2] Share Warrants

151.900

0.000

0.000

3] Reserves & Surplus

9632.400

8784.500

8641.893

NETWORTH

10040.600

9040.800

8898.209

LOAN FUNDS

 

 

 

1] Secured Loans

5207.500

4824.800

1973.235

2] Unsecured Loans

13241.100

10685.800

11005.151

TOTAL BORROWING

18448.600

15510.600

12978.386

DEFERRED TAX LIABILITIES

1132.900

855.400

677.327

 

 

 

 

TOTAL

29622.100

25406.800

22553.922

 

 

 

 

APPLICATION OF FUNDS

 

 

 

 

 

 

 

FIXED ASSETS [Net Block]

9531.000

7461.600

4920.648

Capital work-in-progress

0.000

0.000

1074.263

Items Awaiting Completion for Commissioning

675.000

1512.700

0.000

 

 

 

 

INVESTMENT

2955.400

2286.400

1264.723

DEFERREX TAX ASSETS

0.000

0.000

0.000

 

 

 

 

CURRENT ASSETS, LOANS & ADVANCES

 

 

 

 
Inventories
21438.700
17386.100
10987.231
 
Sundry Debtors
44.500
5.400
28.045
 
Cash & Bank Balances
2643.500
2083.700
10060.068
 
Other Current Assets
19.800
110.900
0.830
 
Loans & Advances
2954.000
3476.100
1991.108
Total Current Assets
27100.500
23062.200

23067.282

Less : CURRENT LIABILITIES & PROVISIONS
 
 

 

 
Current Liabilities
10174.200
8439.000
7400.550
 
Provisions
465.600
477.100
372.444
Total Current Liabilities
10639.800
8916.100
7772.994
Net Current Assets
16460.700
14146.100
15294.288
 

 

 

 

MISCELLANEOUS EXPENSES

0.000

0.000

0.000

 

 

 

 

TOTAL

29622.100

25406.800

22553.922

 


PROFIT & LOSS ACCOUNT

 

PARTICULARS

 

31.03.2008

31.03.2007

31.03.2006

Sales Turnover

30827.600

23576.200

19869.852

Other Income

387.100

198.800

61.425

Total Income

31214.700

23775.000

19931.277

 

 

 

 

Profit/(Loss) Before Tax

1560.000

1178.900

1382.613

Provision for Taxation

472.300

811.300

134.632

Profit/(Loss) After Tax

1087.700

367.600

1247.981

 

 

 

 

Expenditures :

 

 

 

 

Construction Expenses

23049.300

18370.300

0.000

 

Employees Remuneration and Benefits

2972.300

2086.800

0.000

 

Office and Site Establishment Expenses

1139.900

966.500

0.000

 

Administrative Expenses

0.000

0.000

715.862

 

Salaries, Wages, Bonus, etc.

0.000

0.000

1314.210

 

Increase/(Decrease) in Finished Goods

7.200

(243.800)

0.000

 

Interest

1524.100

619.700

413.888

 

Depreciation & Amortization

961.900

796.600

524.455

 

Other Expenditure

0.000

0.000

16011.094

Total Expenditure

29654.700

22596.100

18979.509

 

QUARTERLY RESULTS

 

PARTICULARS

 

30.06.2008

 Type

 1st Quarter

 Sales Turnover

 8658.900

 Other Income

 630.200

 Total Income

 9289.100

 Total Expenditure

 8253.800

 Operating Profit

 1035.300

 Interest

 390.600

 Gross Profit

 644.700

 Depreciation

 252.600

 Tax

 83.700

 Reported PAT

 308.400

 

KEY RATIOS

 

PARTICULARS

 

31.03.2008

31.03.2007

31.03.2006

Debt-Equity Ratio

1.79

1.53

1.3

Long Term Debt-Equity Ratio

1.08

0.95

0.85

Current Ratio

1.36

1.49

1.4

TURNOVER RATIOS

 

 

 

Fixed Assets

2.46

2.52

2.85

Inventory

1.42

1.51

2.12

Debtors

1235.58

1411.75

673.55

Interest Cover Ratio

1.92

2.26

2.62

Operating Profit Margin(%)

13.68

12.36

10.18

Profit Before Interest And Tax Margin(%)

10.56

8.98

7.54

Cash Profit Margin(%)

6.65

4.94

6.83

Adjusted Net Profit Margin(%)

3.53

1.56

4.19

Return On Capital Employed(%)

12.31

9.33

10.46

Return On Net Worth(%)

11.49

4.1

13.4

 

  

LOCAL AGENCY FURTHER INFORMATION

 

HISTORY

 

Subject is a spearheading force in engineering construction, both in India and the rest of the world. Seth Walchand Hirachand founded the company and it was incorporated in January 27th of the year 1926. Subject has been entrusted with the construction of high value projects across segments like transportation, power, marine projects, oil and gas pipeline constructions, irrigation and water supply, utilities and urban infrastructure. In Power Generation, HCC have constructed Hydroelectric, Nuclear, Thermal Gas and Diesel based Power Projects. In the field of Water Supply and Irrigation, also constructed major dams, barrages, aqueducts and tunnels. In Transportation, the company concentrates road and rail bridges, expressways and roads and marine construction. The company is ISO 9001, ISO 14001 and OHSAS 18001 certified for its quality, environmental and occupational health and safety management systems. 

 
Walchand Tandur Cement Company Limited, Hyderabad became a subsidiary of the Company with effect from 11th October of the year 1967. The Ganga Bridge Construction Company Limited became subsidiary of the company in 30th March of the year 1976. During the year 1986, Subject entered into foreign consultancy agreements with Pullman Power Products International Corporation, U.S.A and Interform, Sweden for its Trombay chimney works. The Company renewed the technical collaboration agreement with Taisei Corporation of Japan in the year 1987 for execution of the underground tunnel work for Metro railway project in Calcutta. It entered into a foreign consultancy agreement with Geoconsult of Austria for the Company's tender for construction of tunnel between Sewri and Futka Tank in Mumbai for BMC and with Bureau BBR International Limited, Zurich in Switzerland, for the company's tender for superstructure design and construction of Godavari Bridge III in AP. The Company entered into a joint venture with M/s. Impregilo-Italy in the year 1991 and submitted tender bid for Nathpa Thakri hydel project in Himachal Pradesh. At the same time, the contract for road construction works in the State of Malavi was terminated. The Company signed a joint venture with Alfred McAlpine International Limited, U.K. in the year 1994.  

 
During the year 1997, The Company signed a Memorandum of Understanding with M/s. Bechtel Water Technology U.K., M/s. Hyundai Engineering and Construction group, Korea, Sam Sung Corporation, Seoul, Korea and M/s. PATI SDN BHD, Malaysia for participating in Water Supply Projects, Bridge Highway and Hydro-Electric Projects respectively. During the year 1999, the company made numerous joint ventures for its differentiated works. In the year 2000, Subject floated an information technology subsidiary, under the name of NCC Infotech Limited. The Company bagged a contract from Delhi Metro Rail Corporation Limited, New Delhi in the year 2001 for the construction of Delhi Metro Rail Corridor, Package MC-1A. After a year, in 2003, Subject secured Rs.912.3 million contract from Maharashtra State Road Development Corporation Limited for construction of 4 laning of Satara-Kolhapur Maharashtra. During the year 2004, Subject got Rs 8430 millions order for lifting water from Godavari River using a single pipeline to fill the tanks at Bhimghanpur, Ramappa, Salivagu, Nagaram, Dharmasagar and Ghanpur railway station in Andhra Pradesh, bagged an order from the National Highways Authority of India to execute a project involving four-laning of a 77 km stretch of highway in the Chandikhole-Paradip section in Orissa and also awarded an order of Rs 1210 millions for the supply of spiral welded pipes to PSL Limited to carry out the Godavari Lift Irrigation Scheme project for Government of Andhra Pradesh.

 
The Company secured its first BOT Project in the year 2005; it was worth of Rs 302 million from the office of an Executive Engineer, Integrated Unit of PWD. In 2005, HCC awarded 2 contracts of the Lucknow-Muzaffarpur National Highway project. The contracts are jointly valued at Rs. 4104.000 millions and awarded by the National Highway Authority of India. As at September 2006, Subject bagged two prestigious Hydel project contracts from NHPC worth Rs.7940 millions. It has bagged the Chutak Hydroelectric Project for Rs. 4105.400 millions and Nimo Bazgo Hydel project for Rs.3839.000 millions both in Jammu and Kashmir. The Company received Golden Peacock National Quality Award for the Year 2006 in the category for Private Large Service by IOD (Institute of Directors) in association with World Environment Foundation (WEF) and also Golden Peacock Award for Occupational Health and Safety - 2007 from IOD in association with WEF. During December of the year 2007, HCC received a prestigious contract worth Rs. 2975.100 millions in a joint venture with Alpine Mayreder, Austria from Delhi Metro Rail Corporation (DMRC).

 
Subject incorporated a Special Purpose Vehicle (SPV) company in January of the year 2008 that is HCC Singapore Enterprises Pte, as a wholly owned subsidiary of the company for promoting its business and also the business of group companies. Further its wholly owned Subsidiary; HCC Real Estate has also incorporated a Special Purpose Vehicle (SPV) company that is Charosa Wineries for undertaking wine business. In May of the year 2008, Subject joined 18 other companies in an unprecedented statement to the 'Group of Eight' countries, urging heads of state and government to take action on the emerging global crisis in water and sanitation. During July of the year 2008, Subject bagged the prestigious order from National Highway Authority of India (NHAI) to construct the 4.4 km elevated highway at Badarpur on National Highway 2 (Mathura Road) near Delhi on BOT basis.  

 

OPERATIONS 
 
The turnover of the Company at Rs. 31043.400 millions has shown an increase of 29.6% as compared to Rs. 23945.000 millions for the previous year. The profit before and after tax is Rs. 1560.000 millions and Rs. 1087.700 millions as compared to Rs. 1178.900 millions and Rs.792.800 millions for the previous year. 

 
The Directors are pleased to inform that during the year under report, the Company has secured the following contracts. 

Contract Value: Rs.3284.800 millions 

 

Contract Value: Rs.7352.100 millions 

 

Contract Value: Rs.3119.600 millions 

 

Contract Value: Rs.4151.000 millions 

 

Contract Value: Rs.7746.400 millions 

 

Contract Value: Rs.2975.100 millions 

 

Contract Value: Rs.3753.700 millions 

 

The total balance value of works on hand as on March 31, 2008 is Rs 101580 millions including Company's share in integrated joint venture projects and Sawalkote project. 

 
Decisions are awaited from various clients for tenders submitted by the Company for seven packages amounting to about Rs. 74110 millions (Subject share Rs.64980 millions). Tenders for various packages for 16 projects worth over Rs.262120 millions (Subject share Rs. 133020 millions) are expected to be submitted in the near future. The Company has also submitted prequalification bids for 24 projects worth over Rs. 265640 millions which are under evaluation. The company is confident of securing a sizable share in these
new projects. 

 

REAL ESTATE BUSINESS 

 
Indian Real Estate Sector continues to play a key role in driving India's economic growth. The size of the Real Estate market is estimated at US$ 12 billion and has been showing a robust growth of about 30% per annum. While significant increase in property prices, coupled with increase in the interest rates has had a sobering impact on the demand in the residential segment, the commercial segment is showing signs of a slow down due to supply side build up. However, as economic fundamentals continue to be strong and the demand continues to increase at a steady pace, the impact of supply side build up may not last for too long. 

 
Recognizing the fact that Real Estate is a specialized field, your Company formed a separate wholly owned subsidiary company i.e. HCC Real Estate Limited (HREL) in the financial year 2005-06. During the year, the Company and HREL have formed a Partnership Firm 'Vikhroli Corporate Park', in the profit sharing ratio of 20% for the Company and 80% for HREL. The firm is developing '247 Park', an IT park, at Vikhroli (West) in Mumbai which is progressing as per schedule. The total construction consists of 1.8 million sq.ft. with commercial space spread over three towers in addition to retail space, parking and utility building. M/s. Jones Lang LaSalle Meghraj, the international property consulting firm has been given the exclusive mandate to lease the property. 

 
Lavasa Corporation Limited, a subsidiary of HREL is developing independent India's largest hill station 'Lavasa' spread across a picturesque landscape of 12,500 acres and located 45 minutes from Pune. HREL, has invested about Rs.1520 millions in Lavasa Corporation representing 63.5% of the paid up capital of the said Company. 

 
During the year, on an auspicious occasion of Dassehra, Lavasa launched a sale of Villas and Apartments which was completed by November 2007. This was followed by a further offering and sale of Villas in March, 2008. 

 
A landmark MOU with the Business School of Oxford University, U.K. for setting up of a research and training centre at Lavasa has been executed. An agreement has also been reached with Apollo Hospitals for the development of a Health City. MOUs with Christ University and NSHM, for educational campuses within Lavasa have also been executed during the year. Agreements have also been signed with Ecole Hotelier Lausanne for setting up a hospitality school at Lavasa, and the Girls Day School Trust GDST, for a residential International School. 
 
The other projects undertaken by HREL and Lavasa have been dealt with in details in the Management Discussion and Analysis (MDA) Report. 

 
RESTRUCTURING OF BUSINESS 

 
The Company, for the past few years, has been witnessing growth in its turnover and also the number of projects being executed. However, most of the growth came from the construction sector while the opportunities in EPC, Real Estate segment, BOT etc. are yet to be explored to their fullest potential. Keeping in view of the above, the Company has restructured its existing Construction Business into distinct Business Sectors i.e. Subject, HCC Infrastructure, HCC Real Estate, Lavasa and HCC Capital. Each of the Business Sectors will nurture, develop and leverage unique skill sets which will be supported by Group Level shared services. These being Finance and Accounts, Human Resources, Procurement, Outsourcing and External Logistics, Legal and Secretarial, Information System, Corporate Communication, Internal Audit, Corporate Affairs, Corporate Office Services, Corporate Social Responsibility, Industrial Association Cell, Risk Management and Corporate Planning and Strategy. 

 
Considering the growth of Subject and the expanded skills of operations, business verticals are created within subject with a view to bring about greater focus and accountability in each of the businesses. These verticals are Hydro, Water, Transport, Nuclear and Thermal, Integrated and Special Projects and Buildings. Initially till business grows, Nuclear and Thermal and Integrated and Special Projects will operate as a single vertical. All these verticals have started functioning. In addition, an EPC business vertical has been created and is responsible for the acquisition, planning and execution of all EPC projects. The core functions of subject i.e. Monitoring, Marketing, Tendering, Engineering and Design, Equipments, R and D, IMS and Project Management shall provide services to all the business verticals at matrix structure basis. 

 

SUBSIDIARY COMPANIES

 
During the year:

(a) The Company has promoted following wholly owned Companies for undertaking infrastructure development projects and generally promoting the Company's other businesses at opportune times.  

 

Name of the Company

Date of Incorporation 

HCC Singapore Private Limited

 18.12.07

HCC Mauritius Enterprises Limited

17.01.08

HCC Infrastructure Limited

14.02.08 

 

b) HCC Real Estate Limited (the wholly owned subsidiary) has promoted following wholly owned subsidiary company for the purpose of undertaking proposed winery business, making it a subsidiary of your Company from the date of its incorporation. 

 

Name of the Company

Date of Incorporation 

 Charosa Wineries Limited

11.12.07 

   
c) Lavasa Corporation Limited has promoted following wholly owned subsidiary Companies for the purpose of undertaking specific business of healthcare and hospitality making them subsidiaries of the Company from the day of their incorporation. 

 

Name of the Company

Date of Incorporation 

Lavasa Hotel Limited

01.09.07

Lavasa Star Hotel Limited

01.09.07

Apollo Lavasa HealthCorporation Limited

 13.12.07 

   
A statement pursuant to Section 212 of the Companies Act, 1956 containing the details of subsidiaries of the Company, forms part of the Annual Report. 


HCC Singapore Private Limited, HCC Mauritius Enterprises Limited and HCC Infrastructure Limited shall close their first financial year on March 31, 2009 and therefore no accounts have been prepared by these Companies for the period ended March 31, 2008. 

 
In terms of the approval granted by the Central Government under Section 212(8) of the Companies Act, 1956, vide its letter bearing number 47/65/208-CL-III dated February 20, 2008, the copies of the balance sheet, profit and loss account, reports of the Board of Directors and the Auditors' Reports of the subsidiary companies for the year ended March 31, 2008 are not attached to the balance sheet of the Company. The Company will make available the annual accounts and other related detailed information of the following subsidiaries: 

 
1. Hincon Technoconsult Limited

2. Western Securities Limited

3. Pune Paud Toll Road Company Limited

4. Nirmal BOT Limited

5. HCC Real Estate Ltd and its below-mentioned Subsidiaries: 

 

i) HRL Township Developers Limited

ii) HRL (Thane) Real Estate Limited

iii) Panchkutir Developers Limited

iv) Nashik Township Developers Limited

v) Hinjewadi Township Developers Limited

vi) Charosa Wineries Limited

vii) Lavasa Corporation Limited and its following subsidiaries: 

 
a. Lavasa Hotel Limited

b. Lavasa Star Hotel Limited

c. Apollo Lavasa Health Corporation Limited

 
Upon request by any member/investor of the Company/ subsidiary companies. 

 
Further, the annual accounts of the subsidiary companies will also be kept for inspection by any member/investor at the Company's Registered Office. The Company has presented the audited consolidated financial statements and the same have been prepared in compliance with the Accounting Standard AS-21 issued by the Institute of Chartered Accountants of India. 

 


AWARDS 
 
Golden peacock Award 2007 for Excellence in Corporate Governance 

 
The Company has won the Golden Peacock Award 2007 for Excellence in Corporate Governance'. The award is conferred by the Institute of Directors (IOD), New Delhi, in association with World Council for Corporate Governance (WCFCG). The Company was selected as a winner in the National Category by an eminent jury chaired by Justice Shri P N Bhagwati, former Chief Justice of India and a member of the UN Human Rights Committee. 
 
Golden Peacock Award for Occupational Health and Safety for BWSL Project 

 
The Company has also been awarded the coveted Golden Peacock Award for Occupational Health and Safety - 2007' for its Bandra Worli Sea Link (BWSL) project which is under construction in Mumbai. 

 
ISSUE OF WARRANTS TO THE PROMOTERS 


During the year, the Company, on December 20, 2007 has allotted to the promoters of the Company, 75,00,000 warrants, each of Rs. 202.50 on a preferential basis, pursuant to the shareholders' approval obtained by a special resolution through postal ballot on December 10, 2007. The warrants will entitle the promoters to apply for and be allotted one equity share of Re.1/- at a price of Rs. 202.50 (including a premium of Rs. 201.50) against each warrant, any time after the date of allotment but before the expiry of 18 months from the date of allotment (i.e. latest by June 19, 2009). The warrants and the shares allotted on exercise of option attached to the warrants issued as above to the promoters, shall be locked-in for a period of three years from the date of allotment of warrants. 

 

MANAGEMENT DISCUSSION AND ANALYSIS

 

Looking back at 2007-08, it is safe to say that the US-led global real sector slowdown has not significantly affected the Indian economy. Advance estimates of the Central Statistical Organisation (CSO) suggest that real GDP in India grew by 8.7% during the year. While this will be less than the 9% plus growth achieved in 2005-06 and 2006-07, it is by any yardstick, a very impressive growth rate for an economy as large as India’s. Indeed, it beings the compounded annual growth rate (CAGR) over the last five years to over 8.7%. Indeed, in an environmental of global economic slowdown in 2008, the world is looking to India, China and some other emerging markets to be the beacons of growth.

 

The positive aspect of India’s growth story is the extent to which it has been driven by widespread domestic consumer demand, which accounts for over 65% of GDP. This is very difficult from China’s growth where the impetus is from exports and huge annual increases in both public and private investments. Economists believe that the anchor of domestic demand in India creates greater stability for the growth process and tends to immunize the country from global cycles relative to an export – and investment – intensive China.

 

This is true. However, it is also the case that while China needs to focus on boosting domestic incomes and demand, India needs to do more on pushing up investments, especially in infrastructure, the sinews that connect and power growth. India is already on an accelerated growth path, a focused approach towards intensive infrastructure development will propel it to the next level. And, Company which is a construction company in India, is well positioned to participate and partner such development initiatives and grow exponentially.

 

This is where India has not yet managed to break out into a higher trajectory. While the need for infrastructure development in India is well established in theory and in the political rhetoric of the land, the speed of reforms us sluggish and investments are not happening at the requisite rate. While the infrastructure growth agenda is well established, the speed of implementation is not satisfactory. Take for example the two major infrastructure – roads and power.

 

In roads, the East West-North South corridor, which forms a part of the National Highways Development Programme “(NHDP 1 and 2) was scheduled to be completed by December 2008. As of 31 March 2008, inly 2010 km of the planned 7300 km have been completed; 146 contracts covering 4220 km of roads are under implementation, while over 115 of project length has not yet been contracted.

The situation for NHDP Phase 3 and Phase 5 is also not heartening. Of the 12109 km to be built under NHDP 3, only 441 km have been completed; 31 contracts covering 1664 km are under implementation, while for 83% of the projects, contracts still need to be awarded. None of the roads under NHDP 5 has been completed; 7 contracts for 1030 km are under implementation, while for 84% of the projects; contracts still to be awarded.

 

In power, too, although there has been some development, this has not matched up to the set annual targets. According to the latest reviews conducted by the government in January 2008, while a total of 16335 MW of additional capacity was targeted to be developed through government and private participation across thermal, hydel and nuclear sectors, only 10783 MW was added which is 34% below target.

 

In thermal, the target was 12704 MW, of which, only 8015 MW will get added in 2007-08. In nuclear, of the 880 MW planned, exactly a quarter was added. Thankfully, there has been some better news from the hydel sector, which is subject’s traditional strength. Hydro added 2548 MW against a target of 2751 MW, less than the target, but way better than the other two sectors.

 

While much has happened, infrastructure development has certainly not been in line with the opportunities that the Indian economy presents. Likewise, while the 9.6% growth in construction activities is healthy on a stand-alone basis, relatively speaking it is the lowest growth in the last four years. Clearly, with the right impetus, India can do much better.

 

There are two important aspects that have caused this slowdown. First, there is the issue of infrastructure finance. The World Bank estimates that to meet the requirements of the Indian economy for roads, power, telecommunications, railways, airport and ports up tom 2010-11, at least Rs.19000 billion is required to fund infrastructure projects. Of this, Rs.5500 billion has to be raised from sources outside the budgetary estimates as per the Eleventh Five-Year Plan. Given that investments in infrastructure involve large outlays with long gestation periods, the projects need to be well conceived, developed and planned so that risk-return profiles are well understood, and investors get attracted to putting their money in such assets. Today, there is considerable uncertainty and shortage of expertise in creating appropriate financial models that can make of these projects profitable. Thus, there is a supply side constraint in terms of financial resources.

 

Second, given financial resource limitations especially within government, many of the projects are being implemented in the Build-Operate-Transfer (BOT) mode, However, is a considerable time lag between securing a BOT contract and starring work on the construction phase of such a project. With many developers not having adequate financial capabilities, there are several instances of significant delays between award of contract and full financial closure without which the projects cannot start.        

 

In this environment, Subject believes that private sector entities have to play a much larger role in the entire infrastructure development space. Companies have to rise above merely hoping for reforms and become torch bearers of growth. Subject is determined to establish itself as one such company. Consequently, it realizes the imperative of occupying a much larger space across the entire life cycle of infrastructure projects. It recognises the need to offer a suite of services that can be provided to an infrastructure project right from the stage of conceptualization to actual construction and finally to maintenance of the underlying asset including collection of charges from the public.

 

In serving these needs, the company needed to integrate its in-house strengths with external skills and expertise, and develop function-specific teams that specialize on different elements of an infrastructure project. This led to subject taking some strategic decisions at the corporate and operational levels.

 

·         At the corporate level, the Company has created three distinct business units: Construction services, infrastructure and real estate. While subject has been a player in the country in the project execution space, it did not have allied expertise in comprehensively developing the BOT business. To aggressively grow its business as an integrated infrastructure developer, subject has launched its own subsidiary, HCC Infrastructure Limited. This company will play a key role in envisaging projects, creating their financial models, developing partners, executing construction works and managing a financial asset across its entire life-cycle. With this, the company hopes to tap significantly greater opportunities for itself across the entire infrastructure development space.

 

·         Recognising that real estate is a specialized field, Subject has created a separate real estate organization. The company had floated a real estate subsidiary, HCC Real Estate Limited (HREL), in 2005-06. During 2007-08, HREL has developed its organization and has started executing its first project. HREL intends to be recognized as a credible, professional player in the Indian real estate business.

 

·         Subject has also restructured its existing construction business into distinct vertical organizations, based on the sectors that they serve. Each vertical will develop and leverage its skill sets and, where required, will be supported by shared services. As of now, there are five such verticals: Hydro, Water, Transport, Nuclear and Thermal, Integrated Special Projects and Buildings.

 

While considerable development work has happened at the organization level, Subject has continued to focus on delivering value to its shareholders. The highlights of its financial performance in 2007-08 are:

 

·         Revenue from operations increased by 29.6% from Rs.23945 millions in 2006-07 to Rs.31043.400 millions in 2007-08

·         Operating profit (PBDIT including profits from JVs, but excluding other income) increased by 52.7% from Rs.2396 millions in 2006-07 to Rs.3659 millions in 2007-08

·         Profit before tax (PBT including profits from JVs and other income) increased by 32.3% from Rs.1179 millions in 2006-07 to Rs.1560 millions in 2007-08

·         Pursuant to the withdrawal OF THE Section 80-IA benefit with retrospective effect, in 2006-07 subject has paid an additional previous period (from 2002-03 to 2005-06) tax liability of Rs.425 millions. It they do not account for this anomaly in tax payments last year, Profit after Tax (PAT) increased by 37.2% form Rs.793 millions in 2006-07 to Rs.1088 millions in 2007-08 even by not accounting for the tax anomaly in 2006-07, Return on Net Worth (RONW) improved from 2006-07 levels of 8.8% to 10.8% in 2007-08. This is despite an increase in net worth, primarily due to Rs.150 millions worth of share warrant issues

·         Diluted Earning Per Share (EPS), without the tax effect in 2006-07 improved marginally from Rs.2.68 in 2006-07 to Rs.2.82 in 2007-08.                  

 

Towards the end of 2007-08, Subject faced strong pressure on margins due to price inflation of one its key items: steel. This needs some explanation.

 

Subject broadly has three types of contracts.

 

·         The first is the one without price escalation. For these contracts subject had severe margin pressures as steel prices were on a high, especially for the second half of 2007-08.

·         The second is with price escalation, but the escalation that the client provides is based on the overall Wholesale Price Index (WPI).

·         The third are contracts with starred items, where the complete price hike is passed on. Here, subject was neutral to the steel price hike.

 

In the next sections, they will analyse the performance of the Company across the three broad businesses: Projects, real estate and infrastructure.

 

Projects

 

In line with the lack of expansion growth in the construction sector, there was not much accretion to the order book. Even so, subject has a strong order book position that has to be executed. The order book, which stood at Rs.93000 millions in 2006-07, grew marginally to Rs.101580 millions in 2007-08. The Company secured seven new orders worth Rs.22730 millions in the year 2007-08.

 

Among the new projects, the Company has secured the order to construct Rock Caverns for crude oil storage at Visakhapatnam, the first of its kind in the country. These Rock Caverns will be used for strategic storage of 1 million metric tons of crude oil. This project is for the Indian Strategic Petroleum Reserves Private Limited, a special purpose vehicle of the Oil Industry Development Board.

 


Power

 

Subject continues to focus its attention on developing hydel, nuclear and thermal power projects in the country. The thrust however remains on development of hydel power projects. As of today, Subject is working on various power projects which include:

 

·         Chutak Hydroelectric Power Project, Kargil, Jammu and Kashmir: Subject is executing the Chutak Hydroelectric Power Project at Kargil in Jammu and Kashmir worth Rs.4110 millions with a capacity of 4*11 MW. The project is progressing extremely smoothly with river diversion completed two months ahead of schedule. At present, excavation work for a dam and underground power house is in progress.

 

·         Nimoo Bazgo Hydroelectric Power Project, Leh, Ladakh: The 3*15 MW, Rs.3840 millions Nimoo Bazgo Hydroelectric Power Project is another project under execution by subject in the Leh-Ladakh area of Jammu and Kashmir. River diversion works have been completed and excavation for the dam and surface power house is underway.

 

Both the Chutak and Nimoo Bazgo projects continue to be challenging due to their lack of accessibility by road for five months in the year. Extreme temperatures in summer and winter have been countered with detailed planning and advance stocking of materials and supplies at both project sites.      

  

·         Uri-II Hydroelectric Project, Jammu and Kashmir: Subject is presently constructing the 4*60 MW Uri Hydroelectric Power Plant in Jammu and Kashmir. River diversion works for the project were completed in FY 2006-07. Dam concrete up to the river bed level and excavation (heading) in head race tunnel has been completed this year. Presently dam complete, power house complex excavation, tail race tunnel and surge shaft excavation are in progress.

 

·         Chamera Hydroelectric Power Project, Stage III, Himachal Pradesh: The project involves civil works of 3*77 MW Chamera Hydroelectric Power Project Stage III. Excavation of the power house is complete. 71% excavation of the head race tunnel is complete. Underground excavation is continuing in the transformer hall, desilting chambers and allied tunnels in the power house complex.

 

·         Kudankulam Nuclear Power Project, Tamil Nadu: Subject is executing two packages forming part of the 2*1000 MW power project owned by Nuclear Power Corporation of India (NPCIL). The first package civil works of reactor buildings along with reactor auxiliary and main control buildings. The second package comprises of a 2 km breakwater and intake works. For the first package, the inner containment dome of reactor building Unit 1 is complete and the outer containment dome is in progress. Both inner and outer containment domes are in progress in the reactor building of Unit 2. Pump house works for the second package are complete and have been handed over to the client.

 

·         Rajasthan Atomic Power Project, Rajasthan : The Rs.2380 millions contract for civil works of two reactors (Unit 5 and 6) and other ancillary works for NPCIL are nearing completion. All the main plant structures are complete.  

 

Transportation

 

The road sector is extremely competitive with low margins. Subject with its detailed planning and analysis has always been keen to identify projects that offer value propositions and higher levels of profitability. Subject continues to be a key player in the transportation sector. Subject bagged two contracts to be executed through Integrated Joint Ventures. Both the contracts are for Delhi Metro Rail Corporation Limited for the Airport Metro Express Line. Package C1 involves construction of two stations and a tunnel between New Delhi and Talkatora Gardens. Package C6 includes construction of a tunnel between Talkatora Gardens and Budha Jayanti Park using the New Austrain Tunnelling Method (NATM). The combined value of the contracts is worth Rs.10760 millions, out of which subject’s share is Rs.4030 millions. Subject is also executing 15 other contracts in this sector including roads of about 502 km (approximately 900 single lane km) of road construction. Of these 341 km are national highways, 77 km are for port connectivity and about 84 km for state highways.

 


Some of Subject’s projects include:

 

·         North South Corridor Project (NHDP Phase II) Package NS2/BOT/AP-8, Andhra Pradesh : This project was awarded to subject on a Build-Operate-Transfer (BOT) basis involving design, procurement, construction, operation and maintenance of 31 km of four-lane national highways for a concession period of 20 years on annuity basis. Subject is executing the project through a wholly owned Special Purpose Vehicle, Nirmal BOT Limited. Both road and bridge works are currently in progress.

 

·         East West Corridor Project, Package EW-II (RJ-7), Rajasthan: Of the total 60 kms of the four-lane road stretch, concrete pavement has been completed for 47 kms. Out of the 14 bridges on the stretch, 5 bridges are complete and 9 are under execution.

 

·         Mughal Road, Jammu and Kashmir: This project involves construction of 84 km of two lane asphalt road from Bafliaz (Poonch) to Shopian near Srinagar through the Pir Panjal pass. This road will pass through Pir-ki-Gali at an elevation of 3494 metres above sea level. The road will improve connectivity in the region. About 24 km of excavation for two lanes is completed from both the Bafliaz and Shopian ends.

 

·         Lucknow Muzaffarpur National Highway, Package LMNHP-EW II (WB) – 1 to 4, Uttar Pradesh: Subject is executing four packages on the Lucknow-Gorakhpur section of the Lucknow – Muzaffarpur National Highway Project. The project involves strengthening of 156 km of existing two-lanes of bituminous pavement and construction of two new lanes of concrete pavement. Recently, recors two lane concrete paving of 5319 cubic metres 2 km (4.03 lane km) was achieved at Package (WB) in 33.5 hours using slipform paver.

 

·         Bandra-Worli Sea Link, Mumbai, Maharashtra: The Bandra-Worli sea link project under execution by subject will provide a fast passage way from the island city of Mumbai to the western suburbs, reducing travel time and the operating costs of vehicles. Tower for the southbound carriageway of Bandra cable-stay is complete and cable installation is underway. The bridge is complete upto to the Bandra cable-stay. Bridge erection towards Worli is progressing well.

 

·         Udhampur – Srinagar - Baramulla Railway Line Project, Jammu and Kashmir: Subject is executing three packages of the Laole – Qazigund section of Udhampur – Srinagar – Baramulla Railway Line Project. Work for two of the packages involves construction of about an 11 km long railway tunnel. Excavation of 2.2 km of the tunnel is complete.

 

Water Supply and Irrigation

 

Subject’s key focus in the irrigation sphere continues to be in the state of Andhra Pradesh. It is also evaluating the viability and profitability of irrigation projects in other areas of the country. Subject has taken up for contracts, two each in Andhra Pradesh and Maharashtra in this year. The EPC contract for Rajiv Dummungudem Lift Irrigation Scheme in Andhra Pradesh is for a 74.4 km long water supply pipeline. The other contract in Andhra Pradesh is for the construction of an 18.8 km long Pula Subbaiah Veligonda tunnel on EPC basis.

 

Subject’s projects include:

 

Godavari Lift Irrigation Project, Andhra Pradesh: Subject is executing the first two phases of this project on an EPC basis with joint venture partners. The scheme aims at providing irrigation and drinking water to 6.47 lakh acres of land. In terms of total lift, this project is the second largest scheme in the world. The first phase of the project is in the commissioning stage. In the first section, water has successfully reached the Bhimghanpur tank located 38 km from intake with a lift of 130 m. Pipe manufacturing has been completed in the second phase. Civil works for tanks and pump houses are in full swing.

 

IV Mumbai (Middle Vaitarana) Water Supply Project, Section - II, Maharashtra: This project involves the construction of a 15.7 km long pipeline, 3 metre in diameter. This project forms part of the Mumbai Middle Vaitarana Water Supply Project undertaken by the Municipal Corporation of Greater Mumbai to bring an additional 455 mld of water to Mumbai. The order is valued at Rs.3120 millions.             

 

Maroshi Ruparel Tunnel Contract ARFC 2, Maharashtra: Subject has been awarded the task of constructing a water supply tunnel between Maroshi and Ruparel College in Mumbai. The order is valued at Rs.4150 millions. The finished diameter of the tunnel will be 3.0 m and it will be positioned at a depth of about 65 m from the ground level.

 

HCC Real Estate

 

Subject is developing its real estate business through its wholly owned subsidiary HCC Real Estate Limited (HREL), HREL’s aim is to establish itself as a professional, high quality, credible real estate developer in the next 5 years.

 

Some of the other projects being developed by HREL include:

 

·         247 Park at Vikhroli (West): Subject’s IT Park has been named as ‘247 Park’ and was officially introduced to the Broker community on 24 March, 2008 by the Company’s marketing and leasing agency M/s. Jones Lang LaSalle Meghraj.

·         Construction is in progress and structural work of all towers is planned to be completed by October / November 2008. Offices will also be ready for occupation by 2009.

·         Despite Stiff increases in steel and cement prices and additional cost an account of gold rating under LEED Certification for Green Buildings, the original budget will be met.

 

·         Development of Vikhroli (East) land parcel: Subject owns a land parcel at Hariyali Village, Vikhroli (E) declared a slum under the Slum Rehabilitation Act of 1973. HREL proposes to develop the project through its wholly owned subsidiary, Panchkutir Developers Limited. With the consent of slum dwellers, the SRA scheme is being filed for approval.

 

·         Integrated Township Development at a Mumbai suburb: Subject plans to acquire land in a Mumbai suburb for Integrated Township Development.

 

·         Land at Village Wadiwarhe, Taluka Igatpuri, Dist. Nashik, (along Mumbai – Nashik Highway) for Special Township / Single Industry SEZ: HREL is in the process of acquiring land at Village Wadiwarhe, Nashik for Township and / or SEZ development.

 

·         Charosa Wineries Limited: Extending the group’s focus on managing real estate and catering to the growing aspirational needs of the Indian population, an independent company called Charosa Wineries Limited has been created, which has started work on developing a vineyard and winery in Maharashtra

 

Given the magnitude of development at the Lavasa Township, a separate company has been created to manage this work, while HREL holds a substantial stake in this company – Lavasa Corporation Limited. This company has its own organization and operations and the developments at Lavasa are reported separately in the next sub-section.

 

Lavasa

 

Lavasa Corporation is developing independent India’s largest hill station, ‘Lavasa’, spread across a pictures que landscape of 12500 acres located 45 minutes from Pune. 

 

On the marketing and sales front, a soft launch was done on Dassehra 2007. Subsequently, sales followed in October-November 2007 and February 2008. Select outdoor advertising was undertaken through hoardings all along the expressway and a print campaign was also initiated across various magazines. A new coffee table brochure and other collaterals were developed. Designs and renderings of new villas and apartments were developed as well.

 

Residential Sales were launched in October 2007 and sales of the initial of 427 units comprising of villas and apartments were completed by November 2007. This was followed by further sales of 105 villas in March 2008.  

 

  

                       

           


Report on Corporate Governance

 

Subject remains unfettered in its business endeavor to continuously create value for all its stakeholders, be it customers, employees, shareholders or the society at large. The company’s focus on adopting the highest standards of Corporate Governance and Ethical Business Practices is fundamental to this pursuit. Consequently, timely disclosures, transparent business practices and an effective and independent Board from the cornerstone of the Company’s business ethos. It is this belief that has made subject adopt good Corporate Governance Practices well before they were stipulated under a mandatory frame-work in India.

 

In recognition of its good Corporate Governance Practices, the Company was awarded the prestigious ‘Golden Peacock Award 2007 for excellence in Corporate Governance’. This prestigious award is given every year by the Institute of Directors (IOD), New Delhi, in association with World Council for Corporate Governance (WCFCG), The Company was selected as a winner in the National Category by an eminent jury chaired by Justice P N Bhagwati, former Chief Justice of India and a member of the UN Human Rights Committee.

 

This chapter, along with the chapters on Management Discussion and Analysis and Additional Shareholders Information, reports subject’s compliance with the Clause 49 of the Listing Agreement with Stock Exchanges 

 

Corporate Guarantees :

 

The Company has provided an undertaking to pay in the event of default on loan given by a bank to following subsidiaries.

                                                                  As on 31.03.2008

                                                                      (Rs. In Millions)

Pune Paud Toll Road Company Limited

234.000

Lavasa Corporation Limited

1733.100

HCC Real Estate Limited

4100.000

Nirmal BOT Limited

267.800

 

The Company issued at par 1000 Zero Coupon Convertible Bonds due 2011 of US$ 100000 each. These bonds are considered as monetary liability. The bonds are redeemable only if there is no conversion of the bonds earlier. The payment of premium on redemption therefore, is contingent in nature, the outcome of which is dependent on uncertain future events. Hence no provision is considered necessary nor has been made in the accounts in respect of such premium which may amount to maximum of Rs.545.500 millions.

 

The Company has a single segment namely “Engineering and Construction”. Therefore, the Company’s business does not fall under different business segments as defined by AS 17 – “Segmental Reporting” issued by ICAI.

 

FIXED ASSETS

 

·         Freehold Land

·         Buildings and Sheds

·         Plant and Machinery

·         Heavy Vehicles

·         Light Vehicles

·         Helicopter / Aircraft

·         Speed Boat

·         Furniture and Office Equipments

·         Computers

·         Intangible Assets – ERP Software

 


WEB DETAILS

 

Profile

 

Subject has been building large and complex structures for the last 80 years. Known for taking giant strides in technology and innovation, they are now recognized as a spearheading force in engineering construction, both in India and the rest of the world.


They are one of the largest private sector construction companies in India and specialize in pioneering large-scale civil constructions and developing new age construction technologies.

 

Subject has been entrusted with the construction of high value projects across segments like transportation, power, marine projects, oil and gas pipeline constructions, irrigation and water supply, utilities and urban infrastructure.

They are the first construction company in India to be certified for ISO 9001, ISO 14001 and OHSAS 18001 for its Quality, Environmental and Occupational Health and Safety Management System.

 

Founder

 

                                                                                                                                              Seth Walchand Hirachand Doshi

(23 November 1882 – 8 April 1953)


A man of rare talent and conviction, Seth Walchand Hirachand believed that India could be a world power one day. He dedicated his life to make India self- reliant and utilized his unrelented enthusiasm to empower people and establish new realities to show India’s prowess to the world.


Seth Walchand Hirachand’s life is a living example of ‘management thoughts’ in practice. It was a life guided by a powerful vision, through which he generated some out-of-the-box strategies, chartering a road ahead with impeccable planning, unparalleled human resource empowerment and rigorous project management.


Hailing from a trading community that migrated to Sholapur from Saurashtra in the middle of the 19th century, Seth Walchand Hirachand was born at Sholapur, Maharashtra in a Digambar Jain family engaged in trading and money lending. He matriculated in 1899 but was not interested in the family business, and thus started his entrepreneurial journey. Shri Walchand Hirachand was amongst the better of the second generation of indigenous industrial enterprises in the Indian sub-continent. He took a burning task in his hands of facing the criticisms leveled against Indian businessmen who entered manufacturing business as essentially merchants and moneylenders, who wandered into manufacturing, and that they were more profiteers and rent seekers, than risk takers. Braving the odds, he became a classical Schumpeterian risk taker.


The Acumen

Seth Walchand was noted for his ambition and vision. Some termed him a dreamer, while others dismissed him as a person who wanted to run even before learning to walk. Despites the odds, he moved on. The projects undertaken by Walchand were grand in design, to say the least. He had persuasive abilities that were helpful in generating good publicity and goodwill towards his projects. As a contractor engaged in construction, his biggest customer was the British government; he worked with British officials closely in several projects. However, he supported the Indian Independence Movement and most of his projects were inaugurated by famous freedom fighters.

The beginning

He began his entrepreneurial foray with construction business, first as a railway contractor, and then, as a contractor to other departments of Government. Some of the major projects executed by the company include the commissioning of the tunnels through the Bhor Ghats for a railway route from Mumbai to Pune and laying of water pipes from Tansa lake to Mumbai. Other major projects executed by the firm include the Kalabag Bridge over Indus and a bridge across the Irrawaddy River in Burma. All these projects were directed by Seth Walchand. This company was merged into Tata Construction Company in 1920. In 1929, he became the Managing Director of the company, and in 1935 Tatas sold their stake in the firm to Walchand, making Premier Construction.

Shipping
In 1919, after the end of World War I, Seth Walchand bought a steamer, the SS Loyalty, from the Scindias of Gwalior. His underlying assumption was that the post-war years would also spell massive growth for the shipping industry just as the war years had done. He named his company - Scindia Steam Navigation Company Limited and competed with formidable foreign players. It was recognized as the first Swadeshi shipping company in the true sense. It barely managed to survive after entering into agreements on routes and fare wars with its foreign competitors. However, Walchand still supported new indigenous shipping ventures, as he believed that a strong domestic shipping industry was the need of the hour. In 1929, he became the Chairman of Scindia Steam and continued in the same position till 1950. By 1953, the company had captured 21% of Indian coastal traffic. He also believed that there was a strong need for a shipyard in the country and started work on it in 1940 at Visakhapatnam. It was named Hindustan Shipyard Limited and its first product, the ship ‘Jalusha’ was launched soon after independence by Jawaharlal Nehru in 1948. However, the shipyard came under government control a few months later and was fully nationalized in 1961.                                                                                                                                                   

 

Aircraft factory

In 1939, a chance acquaintance with an American aircraft company manager inspired him to start an aircraft factory in India. Hindustan Aircraft was started in Bangalore in December 1940. By April 1941, the Indian government acquired one-third of ownership and by April 1942, it nationalized the company. The reasons that prompted the government for nationalizing were – it was a sensitive and strategic sector. Hindustan Aircraft was renamed as Hindustan Aeronautics Limited.


Car factory

As early as 1939, Walchand was interested in establishing a car factory in India. Birla family was also working in the same direction. In 1940, he signed an MOU with Chrysler but could not get clearances and concessions from the Mysore government unlike in the case of the aircraft company. In 1945, he established Premier Automobiles near Mumbai. By 1948, the company started indigenisation in a small way with an in-house components department. In 1955, it tied up with Fiat and started manufacturing engines in India. By 1956, parts of chassis were locally made.


Legacy
In 1949, he suffered from a stroke and retired from business in 1950. He passed away in 1953 at Siddhapur. However, his legacy remains important. By 1947, when India became independent, the Walchand group of companies was one of the ten largest business houses in the country. He made the first Indian ship - SS Loyalty – that made its maiden international voyage on 5 April 1919 by sailing from Mumbai to London. After India became independent, 5 April has been declared the National Maritime day to honor that voyage. Among the other companies he pioneered were the Walchandnagar Industries Limited, located at Walchandnagar, an industrial township near Pune and Ravalgaon Sugar. For years to come, he would probably be remembered as the man who dared to dream.


In short

A small railway contract in Maharashtra lead Seth Walchand Hirachand to create enterprises that spanned the entire industrial spectrum. Seth Walchand Hirachand’s ventures covered: • Construction • Shipping • Engineering • Agriculture and Agricultural Products • Automobiles • Aerospace • Finance

 

HCC Construction

 

The HCC Group which spans Construction, Real Estate and Infrastructure development, specializes in technically complex, new-age construction in infrastructure projects, as well as EPC, BOT, Integrated projects and townships. HCC’s group companies comprise HCC Construction, HCC Infrastructure, HCC Real Estate and Lavasa Corporation.


Subject is a front-runner in the engineering construction space for the last 8 decades, having executed over 300 Bridges, 42 Dams and Barrages, 13 Hydel and 4 Nuclear Power plants, 140 Kms of Tunneling and 1,000 Kms of Roads and expressways. Subject’s major engineering landmarks include the world’s longest barrage at Farakka in West Bengal, India’s first underground metro at Kolkata and the second one in New Delhi, the Mumbai-Pune Expressway – India’s first six-lane expressway, the unique double curvature arch dam at Idukki in Kerala and one of Asia’s largest breakwaters at Ennore Port in Tamil Nadu. Subject has constructed four out of seven operational nuclear power plants and has constructed more than 23% of India’s installed hydel capacity. The Company is also developing free India’s largest Hill Station, Lavasa, spread across a picturesque landscape of 100 sq kms, and is located 4 hours drive from Mumbai.


Subject leads in several fields in India’s engineering construction industry, such as acquiring international certifications for three management systems – Quality, Occupational Health and Safety and Environment, and has established robust Corporate Governance norms. The Company is also setting global benchmarks in the construction industry worldwide with the fastest implementation of SAP-ERP coupled with high levels of complexity. 26 project sites and offices are now SAP live and this includes implementation at Chutak HEP in Kargil, Jammu and Kashmir, at an attitude of 11,000 feet, the highest location of SAP operations in the world.


Respect for the environment and a focus on protecting environs, are core to subject’s corporate culture. Among various initiatives undertaken by subject, through its government recognized Centre for Research and Development and Innovation (CRDI), is that of the use of fly ash in concrete which helps reduce carbon emissions and makes for more environment friendly construction material.


Subject’s most important asset is the company’s talented manpower, which is committed to construction standards of the highest quality. The Company has a knowledge asset of 2,600 people, which includes a talent pool of about 1,900 engineers; and is a downstream employer of more than 25,000 workers at company project sites across India.

 

Core Business

 

Subject is distinguished by its boldness of vision and the courage and confidence it displays in taking on the toughest of challenges.


Subject executes the construction of technically complex and high value projects across segments such as Transportation, Power, Marine Projects, Oil and Gas Pipeline Constructions, Irrigation and Water Supply, Utilities and Urban Infrastructure.

 

In Power Generation, they have constructed Hydroelectric, Nuclear, Thermal Gas and Diesel based Power Projects. In the field of Water Supply and Irrigation, we have constructed major dams, barrages, aqueducts and tunnels.

In Transportation, they have to the credit more than 300 road and rail bridges, expressways and roads and marine construction. They have built over 100 Environmental Engineering projects. In addition to all this, they

have also built some of India's best-known industrial structures.

 

PRESS RELEASE

 

Seth Walchand Hirachand Doshi [23 November 1882-8 April 1953]

 

Founder of HCC

 

“Seth Walchand Hirachand’s life was truly a triumph of persistence over adversities.” – Sardar Vallabbhai Patel

Walchand Hirachand, son of a cloth merchant in a small Maharashtra town, dared to dream big. As a nationalist, he found British rule offensive and resolved early in his life to fight it -- not by joining the political struggle but by breaking the rules that forbade Indian businessmen from entering areas of enterprise that challenged British monopolies. By the end of his life he left behind an empire that is considered the foundation of modern transportation in India. The empire included companies that built aircraft, ships and automobiles and companies that specialized in heavy engineering and construction. For his endeavours and achievements, Shri Walchand is known as the Father of the Indian Transportation Industry.

Born in November 1882, pioneer industrialist Walchand Hirachand started his empire-building from a small project for the railways in 1920 when he successfully completed the Bhorghat tunnel in Maharashtra.It was then considered to be beyond the capability of any Indian company to carry out such a project. Taking cue from this success, Shri Walchand set up Hindustan Construction Company (HCC) in 1926, which went on to build some of India’s landmark construction projects.

HCC has been instrumental in the country's growth and development for the last 76 years.

At a time when the British rulers were sounding the death knell for the Indian shipping industry, Shri Walchand floated the Scindia Steam Navigation Company Limited (SSNCL) after he acquired the ship -- S.S. Loyalty – from Maharaja Madhavrao Scindia of Gwalior. He had outbid a giant British company. In fact, the founding day of SSNCL -- April 5 -- is now celebrated as India’s National Maritime Day. Shri Walchand’s foresight led to the establishment of the first indigenous shipbuilding yard in the country in Visakhapatnam, Scindia Shipyard, in 1941. The company, taken over by the Government of India in 1952 and re-christened as the Hindustan Shipyard Limited (HSL), has put India firmly among the shipping nations of the world.

Shri Walchand also founded the Indian aircraft industry when he established Hindustan Aircraft Limited (HAL) in December 1940. When India was freed from British rule, Hindustan Aeronautics became the Indian government's first companies to make airplanes.         

Having successfully ventured into building bridges, manufacturing ships and aircrafts, it was natural for Shri Walchand to turn to the road transport sector. Premier Automobiles Limited took shape and made a mark on the road transportation sector by rolling out the first of indigenously built trucks and cars in 1947.

Shri Walchand was among the first Indian industrialists to venture into agriculture. He realized that unless agriculture was modernized, rural poverty, massive in post-colonial India, could never be fought. He set up Ravalgaon Sugar Farm Limited which used modern techniques to produced sugar whose quality matched the best produced anywhere in the world.            

 

If most of the companies Shri Walchand set up continue to flourish to this day, so do some of the institutions he has helped build. To protect the interests of Indian industry and to provide businessmen with their own forum, he started the Indian Merchant's Chambers, the Maharashtra Chamber of Commerce and the Federation of India Chambers of Commerce and Industries (FICCI). He also set up two charitable trusts, the Kasturbai Walchand Trust and the Walchand Hirachand Lokakalyan Trust. These trusts are a testimony to his initiatives in improving the plight of the poor.

As a tribute to his highly developed sense of social responsibility his heirs set up two engineering colleges in Maharashtra that are today among the most highly regarded in India.

The vast industrial empire that Shri Walchand built has proved more than worthy of his faith and has taken Indian industry miles ahead. In the process, it has earned him national and international acclaim for his activities.

 

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.46.25

UK Pound

1

Rs.85.92

Euro

1

Rs.68.11

 

 

SCORE & RATING EXPLANATIONS

 

SCORE FACTORS

 

RANGE

POINTS

HISTORY

1~10

9

PAID-UP CAPITAL

1~10

9

OPERATING SCALE

1~10

9

FINANCIAL CONDITION

 

 

--BUSINESS SCALE

1~10

10

--PROFITABILIRY

1~10

8

--LIQUIDITY

1~10

9

--LEVERAGE

1~10

9

--RESERVES

1~10

9

--CREDIT LINES

1~10

9

--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

NO

--AFFILIATION

YES/NO

YES

--LISTED

YES/NO

YES

--OTHER MERIT FACTORS

YES/NO

YES

TOTAL

 

81

 

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