MIRA
INFORM REPORT
|
Report Date : |
21.12.2011 |
IDENTIFICATION DETAILS
|
Name : |
ESSAR PORT LIMITED (w.e.f. 13.05.2011) |
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Formerly Known
As : |
ESSAR SHIPPING PORTS AND LOGISTICS LIMITED |
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Registered
Office : |
Administration Building, Essar Refinery Complex, Okha Highway (SH-25),
Khambalia Taluka, Jamnagar, Gujarat |
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Country : |
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Financials (as
on) : |
31.03.2011 |
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Date of
Incorporation : |
05.04.1975 |
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Com. Reg. No.: |
054824 |
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Capital
Investment / Paid-up Capital : |
Rs.4104.555 Millions |
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CIN No.: [Company Identification
No.] |
L85110GJ1975PLC054824 |
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|
TAN No.: [Tax Deduction &
Collection Account No.] |
MUME03402A |
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PAN No.: [Permanent Account No.] |
AAACEB391D |
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Legal Form : |
Public Limited Liability Company. The Company's shares are listed on
the Stock Exchange. |
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Line of Business
: |
Subject company is integrated logistics solution provider. |
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No. of Employees
: |
Not Divulged |
RATING & COMMENTS
|
MIRA’s Rating : |
Ba (50) |
|
RATING |
STATUS |
PROPOSED CREDIT LINE |
|
|
41-55 |
Ba |
Overall operation is considered normal. Capable to meet normal
commitments. |
Satisfactory |
|
Maximum Credit Limit : |
USD 93006400 |
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Status : |
Satisfactory |
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Payment Behaviour : |
Usually Correct |
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Litigation : |
Clear |
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Comments : |
Subject is a part of Essar Group, worldwide. It is an established company having satisfactory track. Trade
relations are reported ad fair. Business is active. Payments are reported to
be usually correct and as per commitments. The company can be considered normal for business dealings at usual trade terms an conditions. |
NOTES :
Any query related to this report can be made
on e-mail : infodept@mirainform.com
while quoting report number, name and date.
INFORMATION PARTED BY
|
Name : |
Mr. Vinay Poddar |
|
Designation : |
Account Executive |
|
Date : |
21.12.2011 |
LOCATIONS
|
Registered Office : |
Administration Building, Essar Refinery Complex, Okha Highway (SH-25),
Khambalia Taluka, Jamnagar, Gujarat, India |
|
Tel. No.: |
91-79-66601100 |
|
Fax No.: |
91-79-24954312 |
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E-Mail : |
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Website : |
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Location : |
Owned |
|
|
|
|
Corporate Office1 : |
Essar House, 11, Keshavrao Khadye Marg, Mahalaxmi, Mumbai 400 034,
Maharashtra, India |
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|
|
|
Corporate Office2 : |
Located at: ·
Mumbai ·
Ahmedabad ·
Chennai ·
Hazira ·
New Delhi ·
Vadinar ·
Visakhapatnam |
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|
|
|
Overseas Offices : |
Located at: ·
Indonesia ·
China ·
United Kingdom ·
Dubai ·
Kenya ·
USA – New York ·
Canada |
DIRECTORS
AS ON 31.03.2011
|
Name : |
Mr. Shashi Rula |
|
Designation : |
Chairman |
|
|
|
|
Name : |
Mr. Anshuman Rula |
|
Designation : |
Director |
|
|
|
|
Name : |
R N Bansal |
|
Designation : |
Independent Director |
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|
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|
Name : |
Mr. K V Krishnamurthy |
|
Designation : |
Director |
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|
Name : |
Mr. Dilip Thakkar |
|
Designation : |
Independent Director |
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|
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|
Name : |
Mr. Deepak Kumar Verma |
|
Designation : |
Independent Director |
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|
|
|
Name : |
Mr. T S Narayanasami |
|
Designation : |
Independent Director |
|
|
|
|
Name : |
Mr. Rajiv Agarwal |
|
Designation : |
Independent Director |
KEY EXECUTIVES
|
Name : |
Mr. Vinay Poddar |
|
Designation : |
Account Executive |
|
|
|
|
Name : |
Mr. K K Shinha |
|
Designation : |
Chief Executive Officer |
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|
Name : |
Mr. Shailesh Sawa |
|
Designation : |
Director Finance |
MAJOR SHAREHOLDERS / SHAREHOLDING PATTERN
AS ON 31.12.2011
|
Names of Shareholders |
No. of Shares |
Percentage of
Holding |
|
(A) Shareholding of promoter
and Promoter Group |
|
|
|
1) Indian |
|
|
|
a) Individuals / Hindu Undivided Family |
2683387 |
0.65 |
|
2) Foreign |
|
|
|
a) Bodies corporate |
340903772 |
83.05 |
|
|
|
|
|
(B) Public Shareholdings |
|
|
|
1) Institutions |
|
|
|
a) Mutual Funds |
35743 |
0.01 |
|
b) Financial Institutions/Banks |
38235 |
0.01 |
|
c) Insurance Company |
504748 |
0.12 |
|
d) Foreign Institutional Investors |
34703121 |
8.45 |
|
|
|
|
|
Any Others |
|
|
|
Foreign Bank |
15.115 |
-- |
|
|
|
|
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2) Non – Institution |
|
|
|
a) Bodies corporate |
8765518 |
2.14 |
|
|
|
|
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b) Individuals |
|
|
|
i. Individual Shareholders holding nominal share capital upto Rs.0.100
Million |
16787704 |
4.09 |
|
ii. Individual Shareholders holding nominal share capital in excess
Rs.0.100 Million |
5382407 |
1.31 |
|
|
|
|
|
c) Any other |
|
|
|
NRI – Repatriable |
635802 |
0.15 |
|
|
|
|
|
Total |
410455552 |
100.00 |
BUSINESS DETAILS
|
Line of Business : |
Subject company is integrated logistics solution provider. |
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Terms : |
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Selling : |
Cash, Credit (30 days) |
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Purchasing : |
L Cash, Credit (30 days) |
GENERAL INFORMATION
|
Customers : |
Corporates |
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No. of Employees : |
Not Divulged |
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Bankers : |
Corporation Bank, Andheri Branch |
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Facilities : |
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Banking
Relations : |
-- |
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Auditors : |
|
|
Name : |
Deloitte Haskins and Sells Chartered Accountant |
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|
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Ultimate Holding
Company: |
Essar Global Limited, Cayman Island |
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|
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Immediate
Holding Company: |
Essar Shipping and Logistics Limited, Cyprus |
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|
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Subsidiaries : |
· Vadinar Oil Terminal Limited · Essar Logistics Limited (upto September 30, 2010) · Essar International Limited, Mauritius (upto September 30, 2010) · Energy Transportation International Limited, Bermuda (upto September 30, 2010) · Energy II Limited, Bermuda (upto September 30, 2010) · Essar Ports and Terminals Limited, Mauritius (upto September 30, 2010) · Essar Bulk Terminal Limited · Essar Bulk Terminal (Salaya) Limited · Essar Oilfields Services Limited, Mauritius (upto September 30, 2010) · Essar Oilfields Services FZE – Dubai (upto April 14, 2010) · Essar Dredging Limited · Essar Oilfield Services India Limited (upto September 30, 2010) · Essar Paradip Terminals Limited · Vadinar Ports and Terminals Limited · Essar Bulk Terminal Paradip Limited (w.e.f March 31, 2011) ·
Essar Shipping Limited (formerly known as
Essar Ports & Terminals Limited) (upto October 1, 2010) |
CAPITAL STRUCTURE
AS ON 31.03.2011
Authorised Capital :
|
No. of Shares |
Type |
Value |
Amount |
|
1000000000 |
Equity Shares |
Rs.10/- each |
Rs.10000.000 Millions |
|
1050000 |
Redeemable cumulative preference shares |
Rs.10/- each |
Rs.105.000 Millions |
|
|
|
|
|
Issued, Subscribed & Paid-up Capital :
|
No. of Shares |
Type |
Value |
Amount |
|
410455552 |
Equity Shares (of the above 171,887,182 (previous year
25,78,30,773) equity shares were alloted as fully paid up equity shares for consideration
other than cash) |
Rs.10/- each |
Rs.4104.600
Millions |
|
246648 |
Forfeited shares |
|
Rs.1.300
Millions |
|
|
|
|
|
[*of the above 340,903,711 (previous year 426,705,480) equity shares are
held by Essar Shipping and Logistics Limited, immediate holding company, 66
(previous year 100) equity shares are held by Essar Global Limited, ultimate
holding company, nil (previous year 65,108,095) equity shares are held by
Teletech Investments (India) Limited, 2,547,220 (previous year 22,500,000)
equity shares are held by Essar Steel Limited and 4,826 (previous year nil)
held by Imperial Consultants and Securities Private Limited, all subsidiaries
of Essar Global Limited, the ultimate holding company]
FINANCIAL DATA
[all figures are
in Rupees Millions]
ABRIDGED BALANCE
SHEET
|
SOURCES OF FUNDS |
31.03.2011 |
31.03.2010 |
31.03.2009 |
|
|
SHAREHOLDERS FUNDS |
|
|
|
|
|
1] Share Capital |
4105. 900 |
6158.100 |
6158.100 |
|
|
2] Share Application Money |
0.000 |
0.000 |
0.000 |
|
|
3] Reserves & Surplus |
23251.600 |
66177.100 |
65659.900 |
|
|
4] (Accumulated Losses) |
0.000 |
0.000 |
0.000 |
|
|
NETWORTH |
23251.600 |
72335.200 |
71818.000 |
|
|
LOAN FUNDS |
|
|
|
|
|
1] Secured Loans |
0.000 |
12301.800 |
11156.500 |
|
|
2] Finance lease obligations |
0.000 |
9261.300 |
11349.000 |
|
|
3] Unsecured Loans |
7398.300 |
9336.700 |
1600.000 |
|
|
TOTAL BORROWING |
7398.300 |
30899.800 |
24105.500 |
|
|
DEFERRED TAX LIABILITIES |
0.000 |
0.000 |
0.000 |
|
|
|
|
|
|
|
|
TOTAL |
34755.800 |
103235.000 |
95923.500 |
|
|
|
|
|
|
|
|
APPLICATION OF FUNDS |
|
|
|
|
|
|
|
|
|
|
|
FIXED ASSETS [Net Block] |
464.000 |
16764.600 |
20171.400 |
|
|
Capital work-in-progress |
0.000 |
3205.600 |
196.800 |
|
|
|
|
|
|
|
|
INVESTMENT |
33129.700 |
72417.000 |
71670.500 |
|
|
DEFERREX TAX ASSETS |
0.000 |
0.000 |
0.000 |
|
|
|
|
|
|
|
|
CURRENT ASSETS, LOANS & ADVANCES |
|
|
|
|
|
|
Inventories |
0.000
|
176.300 |
148.400 |
|
|
Sundry Debtors |
0.000
|
1407.400 |
1939.000 |
|
|
Cash & Bank Balances |
386.700
|
322.600 |
197.000 |
|
|
Other Current Assets |
9.900
|
32.700 |
0.800 |
|
|
Loans & Advances |
1290.000
|
9817.800 |
2031.800 |
|
Total
Current Assets |
1686.600
|
11756.800 |
4317.000 |
|
|
Less : CURRENT
LIABILITIES & PROVISIONS |
|
|
|
|
|
|
Sundry Creditors |
0.000
|
666.900 |
344.100 |
|
|
Other Current Liabilities |
510.500
|
191.600 |
167.200 |
|
|
Provisions |
14.000
|
50.500 |
36.800 |
|
Total
Current Liabilities |
524.500
|
909.000 |
548.100 |
|
|
Net Current Assets |
1162.100
|
10847.800 |
3768.900 |
|
|
|
|
|
|
|
|
MISCELLANEOUS EXPENSES |
0.000 |
0.000 |
115.900 |
|
|
|
|
|
|
|
|
TOTAL |
34755.800 |
103235.000 |
95923.500 |
|
PROFIT & LOSS
ACCOUNT
|
|
PARTICULARS |
31.03.2011 |
31.03.2010 |
31.03.2009 |
|
|
|
SALES |
|
|
|
|
|
|
|
Fleet operating
and chartering earnings |
4868.700 |
10282.100 |
10232.000 |
|
|
|
Profit on sale
of fleet / asset |
301.100 |
0.000 |
276.600 |
|
|
|
Profit on sale
of long term investment |
526.000 |
0.000 |
174.800 |
|
|
|
Other income |
751.100 |
1045.900 |
739.500 |
|
|
|
Currency exchange gain, net |
146.700 |
0.000 |
125.000 |
|
|
|
TOTAL (A) |
6593.600 |
11328.000 |
11547.900 |
|
|
|
|
|
|
|
|
Less |
EXPENSES |
|
|
|
|
|
|
|
Fleet operating
expenses |
3404.600 |
6268.400 |
6614.000 |
|
|
|
Establishment
and other expenses |
380.900 |
694.900 |
867.500 |
|
|
|
Currency exchange loss, net |
0.000 |
92.300 |
0.000 |
|
|
|
TOTAL (B) |
3785.500 |
7055.600 |
7481.500 |
|
|
|
|
|
|
|
|
Less |
PROFIT
BEFORE INTEREST, TAX, DEPRECIATION AND AMORTISATION (A-B) (C) |
2808.100 |
4272.400 |
4066.400 |
|
|
|
|
|
|
|
|
|
Less |
FINANCIAL
EXPENSES (D) |
1840.700 |
2186.900 |
1292.200 |
|
|
|
|
|
|
|
|
|
|
PROFIT
BEFORE TAX, DEPRECIATION AND AMORTISATION (C-D) (E) |
967.400 |
2085.500 |
2774.200 |
|
|
|
|
|
|
|
|
|
Less/ Add |
DEPRECIATION/
AMORTISATION (F) |
598.700 |
1195.100 |
1594.500 |
|
|
|
|
|
|
|
|
|
|
PROFIT BEFORE
TAX (E-F) (G) |
368.700 |
890.400 |
1179.700 |
|
|
|
|
|
|
|
|
|
Less |
TAX (I) |
160.000 |
(9.600) |
103.100 |
|
|
|
|
|
|
|
|
|
|
PROFIT AFTER TAX
(G-I) (J) |
208.700 |
900.000 |
1076.600 |
|
|
|
|
|
|
|
|
|
Add |
PREVIOUS
YEARS’ BALANCE BROUGHT FORWARD |
11099.100 |
10699.100 |
8016.000 |
|
|
|
|
|
|
|
|
|
|
BALANCE ACQUIRED
ON AMALGAMATION |
4929.600 |
0.000 |
1786.500 |
|
|
|
|
|
|
|
|
|
Less |
APPROPRIATIONS |
|
|
|
|
|
|
|
Transferred to tonnage tax reserve |
0.000 |
250.000 |
180.000 |
|
|
|
Transferred to debenture redemption reserve |
0.000 |
250.000 |
0.000 |
|
|
BALANCE CARRIED
TO THE B/S |
16237.400 |
11099.100 |
10699.100 |
|
|
|
|
|
|
|
|
|
|
Earnings Per
Share (Rs.) |
0.51 |
1.46 |
1.75 |
|
QUARTERLY
|
PARTICULARS |
|
30.06.2011 |
30.09.2011 |
|
Type |
|
1st
Quarter |
2nd
Quarter |
|
Sales Turnover |
|
70.200 |
79.200 |
|
Total Expenditure |
|
37.400 |
33.600 |
|
PBIDT (Excl
OI) |
|
32.800 |
45.600 |
|
Other Income |
|
3.900 |
0.000 |
|
Operating
Profit |
|
36.700 |
45.600 |
|
Interest |
|
233.000 |
400.200 |
|
Exceptional
Items |
|
0.000 |
0.000 |
|
PBDT |
|
(196.300) |
(354.600) |
|
Depreciation |
|
16.600 |
19.100 |
|
Profit
Before Tax |
|
(212.900) |
(373.700) |
|
Tax |
|
0.000 |
0.000 |
|
Reported PAT |
|
(212.900) |
(373.700) |
|
Extraordinary Items |
|
0.000 |
0.000 |
|
Prior Period Expenses |
|
0.000 |
0.000 |
|
Other Adjustments |
|
0.000 |
0.000 |
|
Net Profit |
|
(212.900) |
(373.700) |
KEY RATIOS
|
PARTICULARS |
|
31.03.2011 |
31.03.2010 |
31.03.2009 |
|
PAT / Total Income |
(%) |
|
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|
|
|
|
|
|
|
|
Net Profit Margin (PBT/Sales) |
(%) |
|
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|
Return on Total Assets (PBT/Total Assets} |
(%) |
|
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|
Return on Investment (ROI) (PBT/Networth) |
|
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|
Debt Equity Ratio (Total Liability/Networth) |
|
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|
Current Ratio (Current Asset/Current Liability) |
|
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|
|
LOCAL AGENCY FURTHER INFORMATION
DETAILS OF SUNDRY
CREDITORS
(Rs.
In Millions)
|
Particulars |
31.03.2011 |
31.03.2010 |
31.03.2009 |
|
Sundry Creditors |
|
|
|
|
Due to micro and small enterprises |
0.000 |
0.000 |
0.000 |
|
Others |
0.000 |
666.9000 |
344.100 |
|
Check List by
Info Agents |
Available in
Report (Yes / No) |
|
1) Year of Establishment |
Yes |
|
2) Locality of the firm |
Yes |
|
3) Constitutions of the firm |
Yes |
|
4) Premises details |
Yes |
|
5) Type of Business |
Yes |
|
6) Line of Business |
Yes |
|
7) Promoter's background |
-- |
|
8) No. of employees |
Yes |
|
9) Name of person contacted |
Yes |
|
10) Designation of contact person |
Yes |
|
11) Turnover of firm for last two years |
Yes |
|
12) Profitability for last three years |
No |
|
13) Reasons for variation <> 20% |
Yes |
|
14) Estimation for coming financial year |
No |
|
15) Capital in the business |
No |
|
16) Details of sister concerns |
Yes |
|
17) Major suppliers |
No |
|
18) Major customers |
No |
|
19) Payments terms |
Yes |
|
20) Export / Import details (if
applicable) |
-- |
|
21) Market information |
-- |
|
22) Litigations that the firm / promoter
involved in |
-- |
|
23) Banking Details |
Yes |
|
24) Banking facility details |
-- |
|
25) Conduct of the banking account |
-- |
|
26) Buyer visit details |
-- |
|
27) Financials, if provided |
No |
|
28) Incorporation details, if applicable |
-- |
|
29) Last accounts filed at ROC |
-- |
|
30) Major Shareholders, if available |
-- |
SCHEME OF ARRANGEMENT
The Company has successfully
implemented the Scheme of Arrangement whereby Essar Ports and Terminals Limited
and Essar International Limited got amalgamated with the Company and the
Shipping and Logistics and Oilfields Drilling businesses were demerged into a
separate company viz. Essar Shipping Limited.
The Demerger will
enable the Company to focus on the Ports and Terminals Business which has
tremendous
growth and
profitability potential and which requires focused leadership and management
attention. The Scheme has resulted in focused business operations of the
Company and will give the Company increased flexibility in taking advantage of
the huge growth opportunities in the business segments it operates in. With the
amalgamation, all the port and terminal operating companies have become direct
subsidiaries of the Company.
Pursuant to the
Scheme and in order to reflect the activities carried on by the Company in its
name, the name of the Company was changed to subject effective May 13, 2011.
The authorised
share capital of the Company stands reduced by an amount of Rs.5000.000 to
Rs.10500.000 Millions. The issued, subscribed and paid up share capital of the
Company stands reduced by an amount of Rs.2052.277 Millions to Rs.4105.860
Millions (includes Rs.1.305 Millions towards forfeited shares).
Every member
holding shares in the Company as on the record date has been issued shares in
the Company and
Essar Shipping Limited (the Resulting Company).
MANAGEMENT DISCUSSION
AND ANALYSIS
Indian Economy and Infrastructure Sector The Indian economy has
emerged remarkably from the economic crisis of 2007-2009 registering a growth
rate of 8% per annum and 8.6% per annum for FY 2009-10 and FY 2010-11
respectively. Inspite of surge in inflation in recent times and preventive
steps taken by RBI to control it in terms of hike in interest rate, medium to
long run outlook of the economic growth is highly encouraging. During 11th 5 year plan period
(2007-12) 8.2% per annum growth rate is expected to be achieved inspite of
economic recession of 2007-2009 and during the 12th 5 year plan growth
rate of 9-10% per annum is expected to be achieved.
Infrastructure
sector is a major focus area for growth in India. Huge investment in the sector
is required to cater to the fast industrialisation of the country and growth in
manufacturing sector. Role of transport infrastructure like rail, road and
ports will be crucial for providing enabling facilities to the industry for
growth and reduction in overall logistics cost of the companies.
Port Sector in India
The
Ministry of Shipping has formulated a Maritime Agenda 2020 in January 2011 as a
perspective plan for the coming years. As per Maritime Agenda 2020 port
capacity is required to be increased from 963 million metric tons (MMT) in FY
2009-10 to 3130 MMT in 2020 in anticipation of traffic growth from 850 MMT in
FY 2009-10 to 2495 MMT in 2020. Capacity of Major Ports will be required to be
increased to 1460 MMT from 617 MMT at present with an estimated investment of Rs.127.942 Millions. On
the other hand capacity of minor ports will be required to be increased to 1670
MMT from 346 MMT at present with an estimated investment of Rs.167.931 Millions. So
overall the port sector will require an investment of Rs.295.873 Millions in
the next 10 years.
Private
sector has to play an important role in required capacity addition in the port
sector. 1324 MMT addition at non Major Ports is expected to be carried out by
private players and most of the capacity addition at non Major Ports will be
carried out by BOT model where private sector will invest in port
infrastructure and operate the terminal for fixed period sharing revenue with
Major Ports. As a step towards meeting this capacity addition, the Company will
increase its capacity from 88 MMT to 158 MMT by March 2014. Addition of more
than 2000 million tons of port capacity in 10 years or more than 200 million
tons per annum will be a huge challenge. The port sector faces challenges in
terms of environment and forest clearance, connectivity of ports with good
quality rail and road network, availability of rolling stocks for the cargo
movement through rail and further deepening of channel as cargo is being
shipped in larger ships requiring higher draft at the berth and the channel.
Performance highlights of the Company A 30 million metric
tons per annum (MMTPA) all weather deep draft berth was commissioned in Hazira
in May 2010 under Essar Bulk Terminal Limited (EBTL) and in its 1st year of
operation, EBTL has handled 9.5 MMT of dry bulk and break bulk cargo. The 12
MMTPA liquid terminal expansion project got commissioned at Vadinar (Gujarat)
on 1st of April 2011 under Vadinar Ports and Terminals Limited (VPTL)
increasing the capacity at Vadinar from 46 to 58 MMTPA and that of the Company
from 76 to 88 MMTPA. During FY 2011, the Company has handled 39.55 MMT of cargo
which was 35% higher than FY 2010 when it handled 29.4 MMT of cargo. Average
realisation has increased by 25% from ` 145 per ton in FY 2010 to ` 185 per ton in FY
2011.
During
FY 2011 the ports business saw a strong growth of revenue and EBITDA on account
of commissioning
of
deep draft coal berth at Hazira which has shown strong performance in its very first year of
operations. Revenue and EBITDA has witnessed a healthy increase in wet bulk
operations as well. During the year VOTL saw a revenue increase of 18% on year
on year basis and EBITDA increase of 12% year on year on account of higher
throughput. During the year EBTL was commissioned and it generated revenues of ` 245 crore and EBITDA
of `
147 crore
in the first year of operations.
A
16 MMTPA mechanised bulk cargo handling facility at Paradip Port is under
construction under Essar Bulk Terminal Paradip Limited. A 4500 tons/hr ship
loader has already been installed and the work on conveyor gallery and yard
development is under progress. On commissioning, the berth will handle iron ore
pellets. Another 14 MMTPA deep draft coal berth at Paradip Port is under
development through Essar Paradip Terminals Limited.
Engineering
is under progress and construction will start once site is handed over by
Paradip Port Trust which is awaiting forest clearance for the project.
A
20 MMTPA bulk cargo handling port at Salaya under Essar Bulk Terminal (Salaya)
Limited is under construction at Salaya in Gujarat. 2 ship unloaders and 1 ship
loader have already been delivered and stacker cum reclaimers are being
erected. Work on jetty and conveyor system is under progress and the project is
expected to be commissioned by March 2014. The Company has entered into a MoU
with Port of Antwerp for strategic collaboration in areas of Consultancy,
Investment, Training and enhancing Commercial relations. The Company is in the
process of entering into similar arrangement with other important international
players in the port business.
Composite Scheme of
Arrangements
The
Hon’ble High Court of Gujarat at Ahmedabad vide order dated March 1, 2011
approved the Composite Scheme of Arrangement (Scheme) between Essar Shipping
Ports and Logistics Limited (ESPLL), Essar Ports and Terminals Limited (EPTL),
Essar International Limited (EIL) and Essar Shipping Limited (ESL).
The
Scheme contemplates the merger of EPTL and EIL both 100% subsidiaries of ESPLL
and incorporated in
Mauritius,
(the “amalgamating companies”) with ESPLL and the consequent demerger of the
Shipping and Logistics Business and the Oilfields Services Business into ESL.
Pursuant to the Scheme, all the assets (comprising of investments, sundry
debtors, loans and advances and cash and bank balances aggregating to Rs.33719.200 Millions)
and liabilities (comprising of current liabilities of Rs.471.900 Millions) of
EPTL (which is engaged in the ports and terminals business through its
subsidiaries) and EIL (which is engaged in the business of ship owners, ship
charterers, ship managers and also provides all types of logistics services and
other incidental businesses) stood transferred to and became vested in ESPLL
with effect from September 30, 2010 being the Amalgamation Appointed Date,
based on the financial statements of the amalgamating companies.
The
amalgamation was accounted as per the pooling of interest method as set out in
Accounting Standard (AS)
14
“Accounting for Amalgamation” referred to in Section 211(3C) of the Act.
Accordingly all the assets, liabilities
and
retained earnings in the books of the amalgamating companies were recorded in
the books of ESPLL at the
respective
book values thereof and in the same form as appearing in the books of the
amalgamating companies at the Amalgamation Appointed Date. The excess of the
value of the assets over the value of the liabilities and retained earnings of
the amalgamating companies after taking into consideration the cancellation of
the value of investments in the amalgamating companies appearing in the books
of the Company; and the cancellation of inter-company balances between ESPLL
and amalgamating companies were recorded as credit to the Capital Reserve
Account in the books of ESPLL.
CMT REPORT (Corruption, Money Laundering and 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.52.67 |
|
|
1 |
Rs.82.52 |
|
Euro |
1 |
Rs.69.12 |
SCORE and RATING EXPLANATIONS
|
SCORE FACTORS |
RANGE |
POINTS |
|
HISTORY |
1~10 |
6 |
|
PAID-UP CAPITAL |
1~10 |
6 |
|
OPERATING SCALE |
1~10 |
5 |
|
FINANCIAL CONDITION |
|
|
|
--BUSINESS SCALE |
1~10 |
6 |
|
--PROFITABILIRY |
1~10 |
6 |
|
--LIQUIDITY |
1~10 |
5 |
|
--LEVERAGE |
1~10 |
5 |
|
--RESERVES |
1~10 |
6 |
|
--CREDIT LINES |
1~10 |
5 |
|
--MARGINS |
-5~5 |
-- |
|
DEMERIT POINTS |
|
|
|
--BANK CHARGES |
YES/NO |
YES |
|
--LITIGATION |
YES/NO |
NO |
|
--OTHER ADVERSE INFORMATION |
YES/NO |
NO |
|
MERIT POINTS |
|
|
|
--SOLE DISTRIBUTORSHIP |
YES/NO |
NO |
|
--EXPORT ACTIVITIES |
YES/NO |
YES |
|
--AFFILIATION |
YES/NO |
YES |
|
--LISTED |
YES/NO |
YES |
|
--OTHER MERIT FACTORS |
YES/NO |
YES |
|
TOTAL |
|
50 |
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 and 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.