MIRA
INFORM REPORT
|
Report Date : |
02.12.2011 |
IDENTIFICATION DETAILS
|
Name : |
BELL CERAMICS LIMITED |
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Registered
Office : |
Village Dora, Taluka Amod, District Bharuch – 392230, Gujarat |
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Country : |
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Financials (as
on) : |
31.12.2010 |
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Date of
Incorporation : |
18.10.1985 |
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Com. Reg. No.: |
04-8196 |
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Capital
Investment / Paid-up Capital : |
Rs.121.738
Millions |
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CIN No.: [Company Identification
No.] |
L26921GJ1985PLC008196 |
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TAN No.: [Tax Deduction &
Collection Account No.] |
BRDB01030B |
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Legal Form : |
A Public Limited Liability Company. The Company’s Shares are Listed on
the Stock Exchange. |
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Line of Business
: |
The company is engaged in the business of production and sale of
Ceramic Glazed Tiles. |
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No. of Employees
: |
800 (Approximately) |
RATING & COMMENTS
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MIRA’s Rating : |
B (27) |
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RATING |
STATUS |
PROPOSED CREDIT LINE |
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26-40 |
B |
Capability to overcome financial difficulties seems comparatively
below average. |
Small |
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Maximum Credit Limit : |
USD 3400000 |
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Status : |
Moderate |
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Payment Behaviour : |
Slow |
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Litigation : |
Clear |
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Comments : |
Subject is an established company having moderate track. There appears
some accumulated losses recorded by the company. However trade relations are
reported as fair. Business is active. Payments are reported to be slow. The company can be considered for business dealings with some caution.
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NOTES:
Any query related to this report can be made
on e-mail: infodept@mirainform.com
while quoting report number, name and date.
ECGC Country Risk Classification List – September 30, 2011
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Country Name |
Previous Rating (30.06.2011) |
Current Rating (30.09.2011) |
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A1 |
A1 |
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Risk Category |
ECGC
Classification |
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Insignificant |
A1 |
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Low |
A2 |
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Moderate |
B1 |
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High |
B2 |
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Very High |
C1 |
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Restricted |
C2 |
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Off-credit |
D |
INFORMATION DECLINED BY
|
Name : |
Ms. Mukti Mahta |
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Designation : |
Manager |
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Contact No.: |
91-265-2335844 |
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Email : |
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Date : |
30.11.2011 |
LOCATIONS
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Registered Office/ Factory 1 : |
Village Dora, Taluka Amod, District Bharuch - 392230, Gujarat, India |
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Tel. No.: |
91-2641-235151/ 235153 |
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Fax No.: |
91-2641-235160 |
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E-Mail : |
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Website : |
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Corporate Office : |
78/79, Surya Kiran Complex, Second Floor, Old Padra Road, Vadodara –
390 007, Gujarat, India |
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Tel. No.: |
91-265-2335844, 2330214 |
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Fax No.: |
91-265-2336490 |
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Factory 2: |
Village Chokkahalli, Taluka Hoskote, Bangalore – 562114,
Karnataka, India |
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Tel. No.: |
91-80-7971571, 7971572 |
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Fax No.: |
91-80-7971575 |
DIRECTORS
(AS ON 31.12.2010)
|
Name : |
Mr. Mahendra K. Daga |
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Designation : |
Chairman |
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Name : |
Mr. K. M. Pai |
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Designation : |
Managing Director |
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Name : |
Mr. Madhur Daga |
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Designation : |
Director |
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Name : |
Mr. R. N. Bansal |
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Designation : |
Director |
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Name : |
Mr. S. K. Jatia |
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Designation : |
Director |
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Name : |
Mr. N. R. Srinivasan |
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Designation : |
Director |
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Name : |
Mr. Arun Sodhani |
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Designation : |
Director |
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Name : |
Mr. Anil Agarwal |
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Designation : |
Director |
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Name : |
Ms. Madhavi Kapadia |
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Designation : |
Nominee Director |
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Name : |
Mr. S. R. Vyas (Retired w.e.f. 01.04.2011) |
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Designation : |
Executive Director |
KEY EXECUTIVES
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Name : |
Mr. S. R. Vyas |
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Designation : |
Company Secretary (Retired w.e.f. 01.04.2011) |
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Name : |
Mr. A. N. Rangaswamy |
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Designation : |
President (Marketing) |
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Name : |
Mr. C. S. Murthy |
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Designation : |
Technical Advisor |
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Name : |
Mr. G. P. Zala |
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Designation : |
General Manager (Finance and Accounts) |
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Name : |
Mr. Krishnakumar T. V. |
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Designation : |
General Manager (Operations) |
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Name : |
Mr. G. Vaidyanthan |
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Designation : |
AGM (Materials) |
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Name : |
Mr. Jagdish Pal |
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Designation : |
AGM (Production) |
MAJOR SHAREHOLDERS / SHAREHOLDING PATTERN
(AS ON 30.09.2011)
|
Category of Shareholders |
No. of Shares |
Percentage of
Holding |
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(A) Shareholding
of Promoter and Promoter Group |
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33,843 |
0.28 |
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8,362,698 |
68.69 |
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8,396,541 |
68.97 |
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Total
shareholding of Promoter and Promoter Group (A) |
8,396,541 |
68.97 |
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(B) Public
Shareholding |
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26,405 |
0.22 |
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|
967 |
0.01 |
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11,614 |
0.10 |
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1,916 |
0.02 |
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40,902 |
0.34 |
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980,574 |
8.05 |
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2,032,480 |
16.70 |
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588,254 |
4.83 |
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135,056 |
1.11 |
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48,769 |
0.40 |
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85,696 |
0.70 |
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591 |
- |
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3,736,364 |
30.69 |
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Total Public
shareholding (B) |
3,777,266 |
31.03 |
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Total (A)+(B) |
12,173,807 |
100.00 |
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(C) Shares held by
Custodians and against which Depository Receipts have been issued |
- |
- |
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- |
- |
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- |
- |
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- |
- |
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Total
(A)+(B)+(C) |
12,173,807 |
100.00 |
(1) Indian
Individuals / Hindu Undivided Family
Individual shareholders holding nominal share
capital up to Rs.0.100 MillionBUSINESS DETAILS
|
Line of Business : |
The company is engaged in the business of production and sale of
Ceramic Glazed Tiles. |
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Products : |
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PRODUCTION STATUS (AS ON 31.12.2010)
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Particulars |
Unit |
Registered
Capacity |
Installed
Capacity * |
Actual
Production |
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Ceramic Floor and Wall Tiles |
Sq.mts |
10837500 |
10837500 |
6653188 |
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NOTE:
* Registered &
Installed capacities for the Current Period are for a period of Nine months
- Installed
Capacity is as certified by the management not verified by the Auditors being a
technical matter
- Actual production
of tiles is reported in square meters as per approval of Ministry of Industry,
Secretariat for Industrial Approvals, vide their letter dated 10.12.1998
GENERAL INFORMATION
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No. of Employees : |
800 (Approximately) |
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Bankers : |
· Bank of India · Bank of Bahrain and Kuwait · Hong Kong and Shanghai Banking Corporation · Punjab National Bank · IDBI Bank Limited |
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Facilities : |
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Banking
Relations : |
-- |
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Auditors : |
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Name : |
S. R. Dinodia and Company Character Accountant |
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Address : |
K-39, Connaught Place, New Delhi – 1100001, India |
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Holding Company
: |
· Orient Ceramics and Industries Limited |
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Associates/Subsidiaries : |
· Asian Hotels (North) Limited (formerly Asian Hotels Limited) · Renown Pharmaceuticals Private Limited (Formerly Renown Ceratek Private Limited · WEL Intertrade Private Limited ·
Ascent Hotels Private Limited |
CAPITAL STRUCTURE
(AS ON 31.12.2010)
Authorised Capital :
|
No. of Shares |
Type |
Value |
Amount |
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25000000 |
Equity Share |
Rs.10/- each |
Rs.250.000 Millions |
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15000000 |
Non-Convertible Redeemable cumulative Preference Shares |
Rs.10/- each |
Rs.150.000 Millions |
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Total |
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Rs.400.000
Millions |
Issued, Subscribed & Paid-up Capital :
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No. of Shares |
Type |
Value |
Amount |
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12173807 |
Equity Share |
Rs.10/- each |
Rs.121.738
Millions |
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NOTE:
(Out of above
82,32,900 Equity Shares (Previous Year Nil) are held by Orient Ceramics and
Industries Limited, the Holding Company)
FINANCIAL DATA
[all figures are in
Rupees Millions]
ABRIDGED BALANCE
SHEET
|
SOURCES OF FUNDS |
31.12.2010 (9 Months) |
31.03.2010 (12 months) |
31.03.2009 |
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SHAREHOLDERS FUNDS |
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1] Share Capital |
121.738 |
365.214 |
365.214 |
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2] Share Application Money |
0.000 |
0.000 |
0.000 |
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3] Reserves & Surplus |
772.058 |
2.557 |
2.557 |
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4] (Accumulated Losses) |
(46.601) |
(104.875) |
(41.142) |
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NETWORTH |
847.195 |
262.896 |
326.629 |
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LOAN FUNDS |
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1] Secured Loans |
749.042 |
752.733 |
821.759 |
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2] Unsecured Loans |
136.993 |
120.575 |
99.195 |
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TOTAL BORROWING |
886.035 |
873.308 |
920.954 |
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DEFERRED TAX LIABILITIES |
0.000 |
0.000 |
0.000 |
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Trade Deposits |
41.435 |
40.875 |
0.000 |
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TOTAL |
1774.665 |
1177.079 |
1247.583 |
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APPLICATION OF FUNDS |
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FIXED ASSETS [Net Block] |
1663.075 |
1080.694 |
1189.074 |
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Capital work-in-progress |
0.000 |
0.000 |
0.000 |
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INVESTMENT |
0.001 |
0.001 |
0.001 |
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DEFERREX TAX ASSETS |
51.627 |
24.862 |
4.605 |
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CURRENT ASSETS, LOANS & ADVANCES |
|
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Inventories |
321.798
|
298.412 |
372.033 |
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Sundry Debtors |
101.344
|
124.806 |
122.552 |
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Cash & Bank Balances |
6.268
|
4.716 |
4.043 |
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Other Current Assets |
0.000
|
0.000 |
0.000 |
|
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Loans & Advances |
40.769
|
40.039 |
44.265 |
|
Total
Current Assets |
470.179
|
467.973 |
542.893 |
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Less : CURRENT
LIABILITIES & PROVISIONS |
|
|
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|
Sundry Creditor |
255.991
|
251.473 |
301.264 |
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Other Current Liabilities |
146.887
|
138.287 |
187.726 |
|
|
Provisions |
7.339
|
6.691 |
0.000 |
|
Total
Current Liabilities |
410.217
|
396.451 |
488.990 |
|
|
Net Current Assets |
59.962
|
71.522 |
53.903 |
|
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|
MISCELLANEOUS EXPENSES |
0.000 |
0.000 |
0.000 |
|
|
|
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TOTAL |
1774.665 |
1177.079 |
1247.583 |
|
PROFIT & LOSS
ACCOUNT
|
|
PARTICULARS |
31.12.2010 (9 Months) |
31.03.2010 (12 months) |
31.03.2009 |
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SALES |
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Income |
1036.975 |
1533.019 |
1888.080 |
|
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Other Income |
57.617 |
20.965 |
18.499 |
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TOTAL (A) |
1094.592 |
1553.984 |
1906.579 |
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Less |
EXPENSES |
|
|
|
|
|
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|
Inventory Variance |
(9.154) |
61.676 |
(69.313) |
|
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Materials |
327.521 |
458.574 |
606.902 |
|
|
|
Personnel |
129.463 |
161.180 |
168.238 |
|
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|
Manufacturing, Administrative and selling Expenses |
546.599 |
725.802 |
963.966 |
|
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|
Prior Period Adjustment |
(1.413) |
0.254 |
1.262 |
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TOTAL (B) |
993.016 |
1407.486 |
1671.055 |
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Less |
PROFIT/
(LOSS) BEFORE INTEREST, TAX, DEPRECIATION AND AMORTISATION (A-B) (C) |
101.576 |
146.498 |
235.524 |
|
|
|
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|
|
|
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Less |
FINANCIAL
EXPENSES (D) |
123.565 |
108.802 |
116.321 |
|
|
|
|
|
|
|
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|
PROFIT/
(LOSS) BEFORE TAX, DEPRECIATION AND
AMORTISATION (C-D) (E) |
(21.989) |
37.696 |
119.203 |
|
|
|
|
|
|
|
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|
Less/ Add |
DEPRECIATION/
AMORTISATION (F) |
83.764 |
111.460 |
111.927 |
|
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|
PROFIT/
(LOSS) BEFORE TAX (E-F) (G) |
(105.753) |
(73.764) |
7.276 |
|
|
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|
|
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Less |
TAX (H) |
(26.284) |
(10.031) |
3.946 |
|
|
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|
|
|
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|
PROFIT/
(LOSS) AFTER TAX (G-H) (I) |
(79.469) |
(63.733) |
3.330 |
|
|
|
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|
Add |
PREVIOUS
YEARS’ BALANCE BROUGHT FORWARD |
(344.223) |
(280.490) |
(283.820) |
|
|
|
|
|
|
|
|
|
Less/ Add |
Written off under Scheme of
Arrangement and Restructuring as per
order of Hon’ble High Court of Gujarat |
283.818 |
0.000 |
0.000 |
|
|
|
|
|
|
|
|
|
|
BALANCE CARRIED
TO THE B/S |
(139.874) |
(344.223) |
(280.490) |
|
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|
|
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|
IMPORTS |
|
|
|
|
|
|
|
Raw Materials |
5.256 |
3.236 |
2.027 |
|
|
|
Capital Goods |
0.000 |
0.000 |
0.560 |
|
|
|
Stores & Spares |
11.516 |
18.695 |
22.763 |
|
|
TOTAL IMPORTS |
16.772 |
21.931 |
25.350 |
|
|
|
|
|
|
|
|
|
|
Earnings Per
Share (Rs.) |
(7.77) |
(3.61) |
(0.50) |
|
QUARTERLY RESULTS
|
PARTICULARS |
31.03.2011 |
30.06.2011 |
30.09.2011 |
|
Type |
1st
Quarter |
2nd
Quarter |
3rd
Quarter |
|
Net Sales |
441.200 |
396.630 |
426.980 |
|
Total Expenditure |
385.080 |
349.100 |
386.400 |
|
PBIDT (Excl OI) |
56.120 |
47.530 |
40.580 |
|
Other Income |
0.180 |
0.090 |
0.110 |
|
Operating Profit |
56.300 |
47.620 |
40.690 |
|
Interest |
29.870 |
29.940 |
31.040 |
|
Exceptional Items |
20.170 |
8.690 |
(0.220) |
|
PBDT |
46.600 |
26.370 |
9.430 |
|
Depreciation |
27.190 |
27.450 |
27.700 |
|
Profit Before Tax |
19.410 |
(1.080) |
(18.270) |
|
Tax |
(5.460) |
1.350 |
(7.820) |
|
Provisions and contingencies |
0.000 |
0.000 |
0.000 |
|
Profit After Tax |
24.87 |
(2.430) |
(10.450) |
|
Extraordinary Items |
0.000 |
0.000 |
0.000 |
|
Prior Period Expenses |
6.410 |
0.000 |
0.000 |
|
Other Adjustments |
0.000 |
0.000 |
0.000 |
|
Net Profit |
31.280 |
(2.430) |
(10.450) |
KEY RATIOS
|
PARTICULARS |
|
31.12.2010 (9 Months) |
31.03.2010 (12 months) |
31.03.2009 |
|
PAT / Total Income |
(%) |
(7.26)
|
(4.10) |
0.17 |
|
|
|
|
|
|
|
Net Profit Margin (PBT/Sales) |
(%) |
(10.20)
|
(4.81) |
0.39 |
|
|
|
|
|
|
|
Return on Total Assets (PBT/Total Assets} |
(%) |
(4.96)
|
(4.76) |
0.42 |
|
|
|
|
|
|
|
Return on Investment (ROI) (PBT/Networth) |
|
(0.12)
|
(0.28) |
0.02 |
|
|
|
|
|
|
|
Debt Equity Ratio (Total Liability/Networth) |
|
1.53
|
4.83 |
4.32 |
|
|
|
|
|
|
|
Current Ratio (Current Asset/Current Liability) |
|
1.15
|
1.18 |
1.11 |
LOCAL AGENCY FURTHER INFORMATION
BUSINESS
PERFORMANCE
With continuous
reduction in the market share of the company’s product, there was further fall
in the capacity utilization of the plants. During the year on an annualized basis,
the production reduced by 6% in terms of quantity whereas the sales reduced by
10% in terms of quantity over the previous year performance. With the under
utilization of the plant capacity, the fixed cost could not be amortised
resulting into the higher effective per unit cost of production.
With the change in the management control affected in the later part of
the year, the Company has started receiving technical and marketing support
from the holding company i.e. Orient Ceramics and Industries Limited. The
Company has already started witnessing improvement with reduction in the energy
cost and higher yield in the form of improved percentage of first quality
production. Steps are being initiated to improve the marketability of products
by up gradation in the existing product and by improving the product mix to
suit the market requirements. All efforts are being made which would result
into higher capacity utilization.
CHANGE
IN THE MANAGEMENT CONTROL OF THE COMPANY AND CONSEQUENT TO THAT THE COMPANY
BECOMING THE SUBSIDIARY OF ORIENT CERAMICS AND INDUSTRIES LIMITED (OCIL) :
As
the members are aware, during the year, pursuant to the Share Purchase
Agreement (SPA) executed on 20.09.10, between Mr. Shiv Kumar Jatia, one of erstwhile
promoters of the company, OCIL and Bell Ceramics Limited, OCIL has acquired
from Shri Shiv kumar Jatia, 75,87,709 (62.33%) of the Equity Shares of Rs. 10/-
each fully paid up in the Company at a price of Rs. 20.69 per share. With this
there was a change in the management control of the company from Mr. Shiv Kumar
Jatia to OCIL.
On
acquisition of Equity shares from the promoters as above, pursuant to
Regulation 10 and 12 of SEBI (SAST) Regulation 1997, OCIL had made an offer for
purchase up to 20% of the Equity shares from the public shareholders of the
company. On completion of this offer, OCIL has acquired further 6,56,475
(5.39%) Equity shares of Rs. 10/- each fully paid up in the Company at a price
of Rs. 25/- per share With this, OCIL has acquired 82,44,184 (67.72%) Equity
shares of Bell Ceramics Limited. On completion of the transaction as above,
effective 29.12.2010, Bell Ceramics Limited has become the subsidiary of OCIL.
SCHEME
OF AMALGAMATION / MERGER OF BELL CERAMICS LIMITED (BCL) WITH ORIENT CERAMICS
AND INDUSTRIES LIMITED (OCIL)
As
explained hereinabove, effective 29.12.2010, BCL has become the subsidiary of
OCIL.
Both
BCL and OCIL are in similar line of business and OCIL believes that it can
derive significant synergy with the business of BCL. It further believes that
BCL has plants and strong presence in South and West India whereas OCIL has
plant in North India and strong presence in North and East Indian markets which
is a good business synergy. To the extent required and to optimize the value to
the shareholders of both BCL and OCIL, it has been thought in the interest of
both the companies to amalgamate/ merger of BCL with OCIL.
Since
last few years, subject has been incurring losses and facing financial
difficulties to run its operations smoothly. The amalgamation will enable OCIL
to make BCL a financially viable unit which would facilitate rehabilitation or
revival of the business of BCL, to diversify its activities and to explore the
possibility of expanding its production capacity. Apart from the usual benefits
and economics of amalgamation, reduction in overhead expenses, costs of
management and administration, the business of the said companies can be
conveniently and advantageously combined together.
The proposed
Amalgamation / Merger will enable the aforesaid two companies to rationalize
and streamline their management and finance so as to enable them to
successfully withstand the recession and competition.
The
proposed Scheme of Amalgamation/ Merger of BCL with OCIL will however be
subject to the required statutory and other approvals.
CHANGE
IN THE CURRENT FINANCIAL YEAR OF THE COMPANY
As
mentioned hereinabove, effective 29.12.2010, subject has become the subsidiary
of OCIL. The Board of the Directors has subject to necessary approvals,
proposed amalgamation / merger of BCL with OCIL.
For
the purpose of implementing the proposal of amalgamation / merger, it is
necessary to decide the exchange ratio of Equity shares of the transferor
company (BCL) with that of the transferee company (OCIL). For this purpose it
was felt necessary to get the accounts of the Transferor Company (BCL) audited
as early as possible.
As
per the earlier practice the accounts of BCL were being prepared and audited
for a financial year of 12 months commencing from 1st April and ending at 31st
March of the subsequent calendar year. It was recommended to close the current
financial year of the company for a period of 9 months. Accordingly the current
financial year of BCL has been changed from 01.04.2010 to 31.03.2011 (12
months) to 01.04.2010 to 31.12.2010 (9 months).
Pursuant
to the provisions of Section 210 of the Companies Act, 1956, at every Annual
General Meeting of the company the Board of Directors of the company shall lay before
the company a balance sheet and Profit and loss Account for the period
beginning with the day immediately after the period for which the account was
last submitted and ending with a day which shall not precede the day of the
meeting by more than six months or if extension granted than by more than six
months and the extension so granted. Further pursuant to Section 210(4) of the
said Act, the period of financial year to which the account relates may be less
or more than a calendar year but not exceed 15 months or for a period of 18
months with ROC permission. Accordingly it is permissible to have accounts of
the company for the period of 9 months also.
MANAGEMENT DISCUSSION AND ANALYSIS
Industrial Scenario
Mix reports are
being received in the matter of witnessing signs of recovery in the world
economy. The market remained volatile for most part of the year. Inflationary
trends prevailed in the developing economies like China and India adversely
affecting their estimated growth in GDP. In the earlier part of the year the
financial situation in the European countries had gone out of control. In the
later part of the year, there are reports of improvement in performance of some
of these countries. There was constant pressure of increase in the prices of
crude oil which has further fueled the inflation in the prices of important
minerals and metals. Efforts are still on to improve the situations but the
conditions are so bad that it may take long time for normalcy in the situation.
The Indian economy
largely depending on imports for its requirement of crude oil, the increase in
the international prices of the crude oil coupled with appreciation of US
dollars vis a vis the Indian currency, the balance of payment position was not
satisfactory to support the desired growth in GDP. Recessionary trends in the
countries importing Indian materials have restricted growth in the export
earning of the country. The situation of inflationary trend started in the
previous year in the prices of basic food grains have further worsen for most
part of the year . The corrective measures taken by the government hardening
the credit norms also could not yield the desired results to curb the
inflation. High volatility in the international market more particularly in the
economies of developed countries like USA and Europe resulted into increase in
the prices of major minerals. There is still uncertainty prevailing in the
international market. In the circumstances, more efforts would be required to
sustain the Industrial growth at the desired rate.
OUTLOOK OF THE INDUSTRY
The trend of
growth in the real estate market of the country started in the previous year
continued during the year. This has been supported by the Central and state
Government agencies in the form of huge spending on infrastructures. However on
account of very high increase in the prices of basic construction materials
like steel and cement, in the later part of the year, the industry witnessed a
pressure of with holding the growth. With the increase in prices of fuel (both
for transport of raw materials as also fuel used in the manufacturing process),
the cost of manufacturing has increased. Increase in the outward freight has
lowered the per unit sales realization. To avoid the situation of high ratio of
NPA in their real estate financing, banks have become more vigilant in their
lending to this sector. Apart from increase in the interest rate on housing
loans, the banks have also stipulated higher margin money by the investors.
Despite the overall growth rate of 15% in the Ceramic tiles industry, it
continues to face the problem of overcapacity situation. Export market in
ceramic tiles did not see any improvement due to very high ratio of default in
the financial commitments noticed in the international market. There was always
a pressure in selling the products in the domestic market resulting into lower
per unit sales realizations . With finance becoming costlier, the industry has
to carry higher cost of inventory holding.
With the expected
spending on infrastructures by the Government, the industry is looking up to
sustain the present growth rate of 10% to 15%.in years to come.
REVIEW OF COMPANY’S OPERATION:
With continuous
reduction in the market share of the company’s product, there was further fall
in the capacity utilization of the plants. During the year on an annualized
basis, the production reduced by 6% in terms of quantity whereas the sales
reduced by 10% in terms of quantity over the previous year performance.
DORA (Baroda) Unit
Due to lower off
take in the market, the company was forced to reduce the production resulting
into under utilization of the plant. During the year of 9 months there was fall
in both production and sales quantity by 21% and 23% respectively on an annualized
basis. This unit was operated at 50% of the installed capacity. With the under
utilization of the plant capacity, the fixed cost could not be amortised
resulting into the higher effective per unit cost of production.
With the change in
the management control effected in the later part of the year, the unit has
started receiving technical and marketing support from the holding company i.e.
Orient Ceramics and Industries Limited The unit has already started witnessing
improvement with reduction in the energy cost and higher yield in the form of
improved percentage of first quality production. Steps are being initiated to
improve the marketability of products by up gradation in the existing product
and by improving the product mix to suit the market requirements . All efforts
are being made which would result into higher capacity utilization.
HOSKOTE
(Bangalore) Unit
The performance
for the 9 months of the current year were comparable with the performance of
the similar period of previous year. However this was not enough to optimize
the plant capacity. Overall reduction in the market share forced the company to
operate the plant at lower capacity. During the year there was an annualized
increase in the production by 2% and reduction of sales at 3% in terms of
quantity over the previous year. This unit was operated at 85% of the installed
capacity. LPG being the major component in the cost of manufacturing,
consistent high prices of LPG through out the year, reduced the operating
margin considerably. With the ability to use higher % of electricity from the
grid, the unit has seen some sign of relief in the cost of power and rescued
the situation to some extent. The unit is looking for the opportunity to
replace use of LPG (a costly fuel) by availability of natural gas in years to
come through proposed pipe line from GAIL.
As mentioned
earlier, this unit has also started receiving technical and marketing support
from the holding company i.e. Orient Ceramics and Industries Limited the unit
has witnessed improvement with reduction in the energy cost and higher yield in
the form of improved percentage of first quality production. Steps are
initiated to improve the marketability of products by up gradation in the
existing product and by improving the product mix to suit the market
requirements. All efforts are being made which would result into higher
capacity utilization.
DISCUSSION ON
FINANCIAL PERFORMANCE WITH RESPECT TO THE OPERATIONS OF THE COMPANY
The Company
achieved the turnover of Rs.1136.800 Millions during the year (9 months)
against the turnover of Rs.1645.600 Millions for the previous year (12 months)
which shows annualized reduction in turnover by 8% over the previous year. For
the year ended 31.12.2010, the Company has incurred cash loss of Rs. 22.000
Millions (previous year cash profit of Rs.37.700 Millions) and net loss before
Extra ordinary items and tax of Rs.105.800 Millions (previous year loss of
Rs.73.800 Millions). Pursuant to one of the conditions of the Restructuring
Agreement, IDBI Bank Limited have during the last quarter of the year, raised a
demand of recompense amount of Rs. 52.545 Millions being the differential
interest of 3% for the period from 01.04.08 to 01.08.2011. Accordingly the
finance cost for the year has increased to the extent of the proportionate
amount of the recompense amount as above, worked out for the period upto
31.12.10. During the year, there was some delay in meeting the financial
obligations with IDBI Bank and other banks.
The Company has entered
into one time settlement with one of the short term loan providers who have
waived off recovery of the principal liability of Rs. 52.500 Millions.
Due to shoftfall
in meeting the projections of financials, the working capital banks though
apprised enhancement in the requirement have not provided required fund
resulted into lower productivity during the year.
CONTINGENT LIABILITIES
AND NOTES
|
Particulars |
31.12.2010 |
31.03.2010 |
|
|
(Rs. In
Millions) |
|
|
|
|
|
|
Letters of credit opened in favour of overseas/inland suppliers |
25.680 |
21.035 |
|
Outstanding Bank guarantees |
0.188 |
0.188 |
|
|
|
|
|
Arrears of fixed cumulative preference dividend * |
0.000 |
180.451 |
|
|
|
|
|
Tax Demands under appeal, not provided for (excluding interest and penalties, if any) |
|
|
|
(i) Income Tax demands |
5.183 |
5.183 |
|
(ii) Sales tax demands |
2.703 |
0.961 |
|
(iii) Excise demands |
3.275 |
2.898 |
* As per the scheme
of arrangement and restructuring approved by Hon’ble High Court of Gujarat vide
it’s order dated 2nd July 2010, the accumulated amount of unpaid
preference dividend till the effective date of scheme i.e 15th July 2010,
stands cancelled.
FIXED ASSETS:
· Land
· Building
· Plant and Machinery
· Furniture and Fixture
· Office Equipment
· Computers
· Vehicles
WEBSITE DETAILS:
COMPANY PROFILE:
Started in 1985 with the aim of manufacturing world-class ceramic glazed
tiles.
PLANTS
Two plants, strategically located near major
Indian markets. One near Vadodara, Gujarat, Western India; other near
Bangalore, Karnataka, Southern India.
Vadodara plant has production installed
capacity of 63.87 lacs square meters per annum of wall and floor tiles.
Bangalore plant has an installed capacity of
82.13 lacs square meters per annum of floor tiles.
The Company
Well-spread and well-connected distribution network comprising 29
Depots, more than 1000 Dealers and over 4000 Retailer to ensure optimal
delivery.
Country-wide connectivity of depots through world-class ERP software
adds to effective outbound logistics, inventory and receivable controls.
Exports to some of the most demanding markets of the world.
Also available Edge Cut Floor Tiles in large 397mm x 397mm format for
that joint free look.
Feted with many awards for performance including Certificate of Merit
conferred by the President of India for meritorious performance in Exports
Keeps in touch with end-users, influencers and channel partners with
regularly organised events, exhibitions and meets.
|
|
BUSINESS DESCRIPTION
Subject is an India-based company. The Company is engaged in
the business of production and sale of ceramic glazed tiles. As of March 31, 2011,
the Company had an installed capacity of 10,837,500 square meters of ceramic
floor and wall tiles. During the fiscal year ended March 31, 2011 (Fiscal
2011), the Company produced 6,653,188 square meters of tiles. The Company has
two plants located near Vadodara, Gujarat, and the other near Bangalore,
Karnataka. Vadodara plant has production installed capacity of 6.387 million
square meters per annum of wall and floor tiles. Bangalore plant has an
installed capacity of 8.213 million square meters per annum of floor tiles. Its
products include Vigor, Stella, Indus LB, Indus CB, Veneer Rose, Veneer Beige,
Dora Grey, Dora Ivory, Dora White, Corzo White, Corzo Pink and Corzo Ivory. For
the nine months ended 31 December 2010, Bell Ceramics Limited's revenues
totaled RS1.19B. Net loss totaled RS79.5M. Revenues are not comparable as the
company is not reporting prior year financials. The company is engaged in the
business of production and sale of ceramic glazed tiles. The company had
installed capacity to produce 14,450,000 square meters of ceramic floor and
wall tiles. It has two factories situated in Gujarat and Karnataka.
BOARD OF DIRECTORS
Mr. Anil Agarwal
Mr. Anil Agarwal is Non-Executive Independent Director of
subject. He is a graduate in Mechanical Engineering. He is having almost more
than 24 years, a long experience operating the ceramic tile plants. He has been
associated as President Operations with OCIL, the holding company.
NEWS:
Bell Ceramics Limited Announces Change in Auditors
Apr 28, 2011
Bell Ceramics LImited announced the appointment of M/s S R Dinodia and Company, Chartered Accountants, New Delhi as the auditors of the Company to fill the casual vacancy arise on account of the resignation received from the existing auditors M/s R P Malhan and Company Chartered Accountants, New Delhi, until the conclusion of the next Annual General Meeting of the Company on the terms of remuneration to be decided by the Board of Directors from time to time.
Bell Ceramics Limited Announces Change in Auditors
Mar 17, 2011
Bell Ceramics Limited announced
that the Auditors of the Company, M/s. R. P. Malhan and Company, Chartered
Accountants, New Delhi, have submitted their resignation to be made with
immediate effect. The Board of Directors of the Company have considered a
proposal of appointment of M/s. S. R. Dindodia and Company, Chartered
Accountants, New Delhi, as Auditors of the Company to fill up the causal
vacancy arising on account of the above resignation. For appointment of new
auditors an Extra Ordinary General meeting of the shareholders of the Company
is scheduled to be held on Saturday, the April 16, 2011.
Orient Ceramics and Industries Limited updates on scheme of
amalgamation with Bell Ceramics Limited
Feb 07, 2011
Orient Ceramics and Industries
Limited announced that the Board of Directors of the Company at its meeting
held on February 05, 2011, has granted in principle approval to amalgamate its
Subsidiary Company, Bell Ceramics Limited with Orient Ceramics and Industries Limited.
Bell Ceramics Limited to Consider Proposal for Merger/
Amalgamation with Orient Ceramics and Industries Limited; announces change in
current financial year
Feb 01, 2011
Bell Ceramics Limited announced that
it is to consider the proposal for merger / amalgamation of Bell Ceramics
Limited with Orient Ceramics and Industries Limited (OCIL), Bell Ceramics
Limited also announced that for the convenience of implementing the proposal of
merger as above, the Company has considered to change its current financial
year and accordingly the current financial year would be for the period from
April 01, 2010, to December 31, 2010, (nine months).
Bell Ceramics Limited Announces Change in Management
Control
Jan 06, 2011
Bell Ceramics Limited announced
the matter of the change in the Management Control of Bell Ceramics Limited
from Mr. S K Jatia to OCIL consequent to the sale/ transfer of the 63% of the
paid up equity of the company by Mr. S K Jatia to OCIL. Under the provisions of
SEBI, OCIL had made an offer for purchase of upto 20% of the equity shares from
the public shareholders. On completion of this offer, the equity shares held by
Shri S K Jatia which was kept in Escrow account have been transferred in the
name of OCIL. With this, OCIL has acquired the following shares of Bell
Ceramics Limited. No. of shares is 75,87,709 (62.92%), acquired from S K Jatia
through a Share Purchase Agreement. On completion of the transaction as above,
effective December 29, 2010, Bell Ceramics Limited has become the subsidiary of
Orient Ceramics and Industries Limited.
CMT REPORT (Corruption, Money Laundering & Terrorism]
The Public Notice information has been collected from various sources
including but not limited to: The Courts,
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.51.65 |
|
|
1 |
Rs.81.06 |
|
Euro |
1 |
Rs.69.51 |
SCORE & RATING EXPLANATIONS
|
SCORE FACTORS |
RANGE |
POINTS |
|
HISTORY |
1~10 |
4 |
|
PAID-UP CAPITAL |
1~10 |
3 |
|
OPERATING SCALE |
1~10 |
3 |
|
FINANCIAL CONDITION |
|
|
|
--BUSINESS SCALE |
1~10 |
3 |
|
--PROFITABILIRY |
1~10 |
3 |
|
--LIQUIDITY |
1~10 |
3 |
|
--LEVERAGE |
1~10 |
3 |
|
--RESERVES |
1~10 |
3 |
|
--CREDIT LINES |
1~10 |
2 |
|
--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 |
|
27 |
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 |
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 |
|
- |
NB |
New Business |
- |
This report is issued at your request without any
risk and responsibility on the part of MIRA INFORM PRIVATE LIMITED (MIPL)
or its officials.