MIRA INFORM REPORT

 

 

Report Date :

31.12.2011

 

IDENTIFICATION DETAILS

 

Name :

CHAMBAL FERTILISERS AND CHEMICALS LIMITED

 

 

Registered Office :

Gadepan,  District Kota-325208, Rajasthan

 

 

Country :

India

 

 

Financials (as on) :

31.03.2011

 

 

Date of Incorporation :

07.05.1985

 

 

Com. Reg. No.:

17-003293

 

 

Capital Investment / Paid-up Capital :

Rs.4162.079 Millions

 

 

CIN No.:

[Company Identification No.]

L24124RJ1985PLC003293

 

 

TAN No.:

[Tax Deduction & Collection Account No.]

JDHC01428A

 

 

PAN No.:

[Permanent Account No.]

AAACC9762A

 

 

Legal Form :

A Public Limited Liability company. The company’s Shares are Listed on the Stock Exchange.

 

 

Line of Business :

Manufacturers of Ammonia and Urea.

 

 

No. of Employees :

2434 [Approximately]

 

 

RATING & COMMENTS

 

MIRA’s Rating :

A (58)

 

RATING

STATUS

 

PROPOSED CREDIT LINE

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

 

Maximum Credit Limit :

USD 64000000

 

 

Status :

Good

 

 

Payment Behaviour :

Regular

 

 

Litigation :

Clear

 

 

Comments :

Subject is a well established company having good track. Trade relations are fair. Business is active. Payments are reported as regular.

 

Company can be considered good for normal business under usual trade terms and conditions.

 

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

 

Country Name

Previous Rating

(30.06.2011)

Current Rating

(30.09.2011)

India

A1

A1

 

Risk Category

ECGC Classification

Insignificant

 

A1

Low

 

A2

Moderate

 

B1

High

 

B2

Very High

 

C1

Restricted

 

C2

Off-credit

 

D

 

 

LOCATIONS

 

Registered Office :

Gadepan, District Kota-325208, Rajasthan, India

Tel. No.:

91-744-6462162 / 6462167 / 2782915 / 2934

Fax No.:

91-744-6465218 / 7455-274130

E-Mail :

info@cfert.com

ms.rathore@chambal.in

sales@cfert.com

rathorems@cfert.com

isc@efert.com

jainrajesh@cfert.com

corpcomm@chambal.in

Website :

http://www.zuari-chambal.com

http://www.cfert.com

http://www/chambalfertilizers.in

 

 

Administrative Office :

6th Floor, Devika Tower, 6, Nehru Place, New Delhi-110019, India

Tel. No.:

91-11-26461162 – 63

Fax No.:

91-11-26465218/26480639

E-Mail :

guptasrnt@cfert.com

rathorems@cfert.com

 

 

Corporate Office :

Corporate One, 1st floor, 5, Commercial Centre, Jasola, New Delhi-110025, India

Tel. No.:

91-11-46581300/41697900

Fax No.:

91-11-40638679

 

 

Factory 1 :

Sai Road, Bhatouli Khurd, P.O. Baddi-173205, Solan-173205, Himachal Pradesh, India

Tel No:

91-1795-245285-87

Email:

btm@birlatextile.com

Web Site:

http://www.birlatextile.com

 

 

Factory 2 :

Birla Textile Mills

Solaris Building No. 1, D-Wing, 4th Floor, Solaris Complex, Saki Vihar Road, Powai, Andheri (E), Mumbai-400072, Maharashtra, India

Tel No:

91-22-28573706/5204

 

 

Regional Offices :

Located At:

 

  • Ahmedabad
  • Agra
  • Bhopal
  • Chandigarh
  • Hisar
  • Jaipur
  • Karnal
  • Lucknow
  • Patna
  • Raipur
  • Udaipur
  • Sriganganagar

 

 

DIRECTORS

 

As on 31.03.2011

 

Name :

Mr. S.K. Poddar

Designation :

Chairman

 

 

Name :

Mr. Shayam S. Bhartia

Designation :

Co-Chairman

 

 

Name :

Mr. H.S. Bawa

Designation :

Vice Chairman

 

 

Name :

Mr. Anil Kapoor

Designation :

Managing Director

 

 

Name :

Mr. R. N. Bansal

Designation :

Director

 

 

Name :

Mr. Dipankar Basu

Designation :

Director

 

 

Name :

Mr. C.S. Nopany

Designation :

Director

 

 

Name :

Mr. Marco P. A. Wadia

Designation :

Director

 

 

Name :

Mr. K. N. Memani

Designation :

Director

 

 

Name :

Mr. Radha Singh

Designation :

Director

 

 

KEY EXECUTIVES

 

Name :

Mr. Abhay Baijal

Designation :

Vice President – Finance

 

 

Name :

Mr. A.K. Bhargava

Designation :

Vice President – Operations

 

 

Name :

Mr. D.L. Birla

Designation :

Executive President – BTM

 

 

Name :

Mr. V.K. Gupta

Designation :

Vice President – Marketing

 

 

Name :

Mr. Vinod Mehra

Designation :

President – Operations

 

 

Name :

Mr. M.S. Rathore

Designation :

Vice President – Legal and Corporate Communication and Secretary

 

 

Name :

Mr. Arun Sharma

Designation :

Executive President – India Steamship

 

 

MAJOR SHAREHOLDERS / SHAREHOLDING PATTERN

 

AS ON 30.09.2011

 

Category of Shareholder

Total No. of Shares

Total Shareholding as a % of total No. of Shares

(A) Shareholding of Promoter and Promoter Group

 

 

http://www.bseindia.com/images/clear.gif(1) Indian

 

 

http://www.bseindia.com/images/clear.gifIndividuals / Hindu Undivided Family

22,326,756

5.36

http://www.bseindia.com/images/clear.gifBodies Corporate

207,014,726

49.74

http://www.bseindia.com/images/clear.gifSub Total

229,341,482

55.10

http://www.bseindia.com/images/clear.gif(2) Foreign

 

 

Total shareholding of Promoter and Promoter Group (A)

229,341,482

55.10

(B) Public Shareholding

 

 

http://www.bseindia.com/images/clear.gif(1) Institutions

 

 

http://www.bseindia.com/images/clear.gifMutual Funds / UTI

29,122,412

7.00

http://www.bseindia.com/images/clear.gifFinancial Institutions / Banks

737,045

0.18

http://www.bseindia.com/images/clear.gifInsurance Companies

24,970,705

6.00

http://www.bseindia.com/images/clear.gifForeign Institutional Investors

40,008,857

9.61

http://www.bseindia.com/images/clear.gifSub Total

94,839,019

22.79

http://www.bseindia.com/images/clear.gif(2) Non-Institutions

 

 

http://www.bseindia.com/images/clear.gifBodies Corporate

13,996,543

3.36

http://www.bseindia.com/images/clear.gifIndividuals

 

 

http://www.bseindia.com/images/clear.gifIndividual shareholders holding nominal share capital up to Rs.0.100 Million

55,537,384

13.34

http://www.bseindia.com/images/clear.gifIndividual shareholders holding nominal share capital in excess of Rs.0.100 Million

21,438,081

5.15

http://www.bseindia.com/images/clear.gifAny Others (Specify)

1,055,343

0.25

http://www.bseindia.com/images/clear.gifHindu Undivided Families

865,114

0.21

http://www.bseindia.com/images/clear.gifTrusts

190,229

0.05

http://www.bseindia.com/images/clear.gifSub Total

92,027,351

22.11

Total Public shareholding (B)

186,866,370

44.90

Total (A)+(B)

416,207,852

100.00

(C) Shares held by Custodians and against which Depository Receipts have been issued

-

-

http://www.bseindia.com/images/clear.gif(1) Promoter and Promoter Group

-

-

http://www.bseindia.com/images/clear.gif(2) Public

-

-

http://www.bseindia.com/images/clear.gifSub Total

-

-

Total (A)+(B)+(C)

416,207,852

-

 

 

BUSINESS DETAILS

 

Line of Business :

Manufacturers of Ammonia and Urea.

 

 

Products :

Item Code No.

Product Description

31021000

Urea

31053000

DAP

5509-21

100% Polyster Yarn

5509-50

Polyster Viscose Yarn

5052190

Cotton Yarn

7102100

Frozens Peas

NA

Shipping

 

PRODUCTION STATUS [AS ON 31.03.2011]

 

Particulars

Unit

Installed Capacity*

i) Fertiliser

 

 

Ammonia

MTPD

2700

Urea

MTPD

4600

ii) Yarn Spindles

Nos.

83376

 

Note: * As certified by the management.

 

Actual Production:

 

Production

 

Quantity

 (Tons)

Ammonia

 

1216649.000

Urea

 

2100175.000

Synthetic Yarn

 

 

Man Made Fibre Yarn

 

10580.660

Fibre Yarn Waste

 

526.208

Cotton Yarn

 

 

Yarn

 

9320.050

Waste

 

2363.702

 

 

GENERAL INFORMATION

 

No. of Employees :

2434 [Approximately]

 

 

Bankers :

  • Bank of Baroda
  • Punjab National Bank
  • State Bank of India
  • Allahabad Bank
  • State Bank of Indore
  • State Bank of Patiala
  • State Bank of Hyderabad
  • State Bank of Bikaner and Jaipur
  • Citibank
  • HDFC Bank
  • ICICI Bank
  • ING Vysya Bank
  • State Bank of Mysore

·          Axis Bank

 

 

Facilities :

Secured Loan

As on 31.03.2011

[Rs. in Millions]

As on 31.03.2010

[Rs. in Millions]

Debentures

Nil (Previous Year 500) 7.90% Secured Redeemable Non-convertible Debentures of Rs. 1.000 Million each.

0.000

125.000

Term Loans from Banks

 

 

- Rupee term loans

1695.600

2804.600

- Foreign currency term loans from banks

12675.493

14025.714

- Short Term loan from Banks

0.000

2800.000

Loans and advances from Banks

 

 

- Cash credit facilities

52.528

151.010

Finance Lease Obligation

29.799

54.426

Total

14453.420

19960.750

 

 

 

Unsecured Loan

 

 

Fixed Deposits

{Due within one year Rs. 0.572 millions (previous year Rs. 3.265 millions)}

0.572

3.867

Commercial Papers (short term)

{Maximum amount raised at any time during the year Rs. 2000.000 millions (previous year Rs. 1000.000)}

0.000

1000.000

Short term loans from banks

 

 

- Short term rupee loans

2000.000

2300.000

- Short term foreign currency loans

7978.523

2640.850

- Short term packing credit foreign currency loan

404.447

254.197

Total

10383.542

6198.914

 

NOTE:

 

1. 7.90% Secured redeemable non-convertible debentures were fully redeemed during the year. These debentures were secured by first pari passu charge by way of mortgage by deposit of title deeds in respect of immovable properties and hypothecation of the movable fixed assets of the Company, both present and future (save and except assets of Shipping Division) subject to prior charges created/ to be created in favour of banks on current assets and other movables for securing working capital borrowings.

 

2. Rupee term loans of Rs.1695.600 Millions (Previous Year Rs.2804.600 Millions) and foreign currency term loans of Rs.3266.890 Millions (Previous Year Rs.3627.677 Millions) from banks are secured by first pari-passu charge by way of mortgage, by deposit of title deeds in respect of immovable properties and hypothecation of the movable fixed assets of the Company, both present and future (save and except assets of Shipping Division), subject to prior charges created/ to be created in favour of banks on current assets and other movables for securing working capital borrowings.

 

3. Foreign currency term loan of Rs.1784.000 Millions (Previous Year Rs.1975.600 Millions) from a bank is secured by first priority mortgage on the Company’s vessel-Ratna Puja and assignment of earnings, insurance and requisition compensation in respect of such vessel.

 

4. Foreign currency term loan of Rs.2363.800 Millions (Previous Year Rs.2559.300 Millions) from a bank is secured by first priority mortgage on the Company’s vessel-Ratna Shalini and assignment of earnings, insurance and requisition compensation in respect of such vessel and second priority mortgage on the Company’s vessel-Ratna Puja and assignment of earnings, insurance and requisition compensation in respect of such vessel.

 

5. Foreign currency term loan of Rs.5260.803 Millions (Previous Year Rs.5863.137 Millions) from banks is secured by first priority mortgage on the Company’s three vessels i.e. Ratna Shruti, Ratna Shradha and Ratna Namrata and assignment of earnings, insurance and requisition compensation in respect of such vessels.

 

6. Short Term Loan of Rs. Nil (Previous Year Rs.2800.000 Millions) from a bank was to be secured by pledge of Government of India Fertiliser Bonds issued to the Company.

 

7. Cash credit facilities from banks are secured by hypothecation of all the Company’s current assets including all stocks and book debts and other movables, both present and future (except assets of shipping division). These loans are further secured/ to be secured by second charge on all the immovable properties (except assets of shipping division) of the Company.

 

8. Finance lease obligation of Rs.29.799 Millions (Previous Year Rs.54.426 Millions) is secured by assets acquired under the facility.

 

9. Secured loans (other than cash credit facilities and short term loan from banks) include Rs.1409.214 Millions (Previous Year Rs.2506.860 Millions) repayable within one year.

 

 

 

Banking Relations :

--

 

 

Auditors :

 

Name :

 S. R. Batliboi and  Company

Chartered Accountants

 

 

Branch Auditors :

 

Name :

Singhi and Company

Chartered Accountants

 

 

Cost Auditors :

 

Name :

K.G. Goyal and Associates

Chartered Accountants

 

 

Subsidiaries :

·         CFCL Overseas Limited, Cayman Island

·         Chambal Infrastructure Ventures Limited, India

·         India Steamship Pte. Limited., Singapore

 

Subsidiaries and Step-down Subsidiaries of CFCL Overseas Limited

* CFCL Technologies Limited, Cayman Islands

* CFCL Ventures Limited, Cayman Islands

* ISGN Corporation, USA

 

Subsidiaries and Step-down Subsidiaries of ISGN Corporation, USA

* NITC GmbH (Germany) (formerly known as NovaSoft Information Technology Corporation GmbH,)

* Dynatek Inc., USA (merged with ISGN Corporation w.e.f. April 1, 2009)

* ISGN Solutions Inc, USA

* Richmond Investors, LLC (“Investors”),USA

* Richmond Title Genepar, LLC, USA

* Richmond Title Services, LP , USA

* Flex Agents Signing Team, LLC , USA

* Richmond Title Services, LLC (Alabama) , USA

 

* ISGN Fulfillment Services, Inc. (Pennsylvania, USA) (acquired along with step down subsidiaries w.e.f. December 12, 2009) (formerly known as Fiserv Fulfillment Services, Inc)

* ISGN Fulfillment Services, Inc (AZ, USA) (formerly known as Fiserv Fulfillment Services, Inc (AZ, USA))

* ISGN Fulfillment Services, South Inc (FL, USA) (formerly known as Fiserv Fulfillment Services, South Inc (FL, USA))

* ISGN Fulfillment Services, of Alabama LLC (AL, USA) (formerly known as Fiserv Fulfillment Services, of Alabama LLC (AL, USA))

* ISGN Fulfillment Services, of Maryland, Inc (MD, USA)( formerly known as Fiserv Fulfillment Services, of Maryland, Inc (MD, USA))

* ILS Services, LLC (DE, USA)

* ISGN Fulfillment Agency, LLC (DE, USA) (formerly known as Fiserv Fulfillment Agency, LLC (DE, USA))

* ISGN Fulfillment Agency of Alabama, LLC (AL,USA)(formerly known as Fiserv Fulfillment Agency of Alabama, LLC (AL,USA)

 

Subsidiaries and Step-down Subsidiaries of CFCL Ventures Limited

* ISG NovaSoft Technologies Limited, India

* Inuva Info Management Private Limited, India

* ISGN Solution Limited, Ireland (Liquidated in May 2009)

 

Subsidiaries of Chambal Infrastructure Ventures Limited

* Chambal Energy (Chhattisgarh) Limited

* Chambal Energy (Orissa) Limited

 

 

CAPITAL STRUCTURE

 

As on 31.3.2011

 

Authorised Capital :

No. of Shares

Type

Value

Amount

440000000

Equity Shares

Rs.10/- each

Rs. 4400.000 Millions

210000000

Preference shares

Rs. 10/- each

Rs. 2100.000 Millions

 

Total

 

Rs.6500.000 Millions

 

Issued, Subscribed & Paid-up Capital :

No. of Shares

Type

Value

Amount

416207852

Equity Shares

Rs.10/- each

Rs.4162.079 Millions

 

Note: Of the above, 10,207,852 (Previous Year 10,207,852) equity shares of Rs.10/- each have been allotted for consideration other than cash, pursuant to the scheme of amalgamation of erstwhile India Steamship Company Limited.


 

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

4162.079

4162.079

4162.079

2] Share Application Money

0.000

0.000

0.000

3] Reserves & Surplus

12071.198

9738.495

8181.451

4] (Accumulated Losses)

0.000

0.000

0.000

NETWORTH

16233.277

13900.574

12343.530

LOAN FUNDS

 

 

 

1] Secured Loans

14453.420

19960.750

20692.690

2] Unsecured Loans

10383.542

6198.914

3498.346

TOTAL BORROWING

24836.962

26159.664

24191.036

DEFERRED TAX LIABILITIES

2011.915

2455.002

2659.944

DEFERRED PAYMENT LIABILITES

0.000

0.000

621.165

 

 

 

 

TOTAL

43082.154

42515.240

39815.675

 

 

 

 

APPLICATION OF FUNDS

 

 

 

 

 

 

 

FIXED ASSETS [Net Block]

26758.006

29278.342

28647.645

Capital work-in-progress

657.551

436.757

2210.870

 

 

 

 

INTANGIBLE ASSETS

25.155

41.746

58.785

INVESTMENT

4005.601

4172.096

6108.935

DEFERREX TAX ASSETS

0.000

0.000

0.000

 

 

 

 

CURRENT ASSETS, LOANS & ADVANCES

 

 

 

 

Inventories

4024.384
2433.116
3168.241

 

Sundry Debtors

5896.912
5584.970

6601.031

 

Cash & Bank Balances

2618.175
299.990
1275.201

 

Other Current Assets

1910.365
3425.112
3612.251

 

Loans & Advances

1589.165
854.358
1005.707

Total Current Assets

16039.001
12597.546
15662.431

Less : CURRENT LIABILITIES & PROVISIONS

 

 

 

 

Sundry Creditors

1584.831
1426.696

10936.343

 

Other Current Liabilities

1051.609
850.165
617.644

 

Provisions

1766.720
1734.386
1336.262

Total Current Liabilities

4403.160
4011.247
12890.249

Net Current Assets

11635.841
8586.299
2772.182

 

 

 

 

MISCELLANEOUS EXPENSES

0.000

0.000

17.258

 

 

 

 

TOTAL

43082.154

42515.240

339815.675

 


PROFIT & LOSS ACCOUNT

 

 

PARTICULARS

31.03.2011

31.03.2010

31.03.2009

 

SALES

 

 

 

 

 

Income

46464.021

35745.019

45955.361

 

 

Other Income

1018.068

666.110

1194.394

 

 

TOTAL                                     (A)

47482.089

36411.129

47149.755

 

 

 

 

 

Less

EXPENSES

 

 

 

 

 

Purchase of trading goods

14339.797

5998.727

15641.800

 

 

Raw material consumed

11821.068

10356.791

9420.217

 

 

Personnel expenses

1145.406

986.071

905.996

 

 

Operating and other expenses

12774.361

10923.695

13655.468

 

 

Freight to charter in ship

396.100

348.361

1324.155

 

 

Deferred revenue expenditure written off

0.000

5.929

7.747

 

 

Increase and Decrease in inventories

(1136.254)

760.533

(485.156)

 

 

Exceptional items

(43.687)

(43.687)

(96.109)

 

 

TOTAL                                     (B)

39296.791

29336.420

40374.118

 

 

 

 

 

Less

PROFIT BEFORE INTEREST, TAX, DEPRECIATION AND AMORTISATION (A-B)      (C)

8185.298

7074.709

6775.637

 

 

 

 

 

Less

FINANCIAL EXPENSES                         (D)

1097.840

910.414

1323.242

 

 

 

 

 

 

PROFIT BEFORE TAX, DEPRECIATION AND AMORTISATION (C-D)                                       (E)

7087.458

6164.295

5452.395

 

 

 

 

 

Less/ Add

DEPRECIATION/ AMORTISATION                     (F)

2679.482

2576.177

2271.393

 

 

 

 

 

 

PROFIT BEFORE TAX (E-F)                               (G)

4407.976

3588.118

3181.002

 

 

 

 

 

Less

TAX                                                                  (H)

1156.191

1097.606

875.373

 

 

 

 

 

 

PROFIT AFTER TAX (G-H)                                (I)

3251.785

2490.512

2305.629

 

 

 

 

 

Add

PREVIOUS YEARS’ BALANCE BROUGHT FORWARD

7596.455

6284.332

5168.949

 

TRANSFERRED FROM DEBENTURE REDEMPTION RESERVE

31.250

31.250

31.250

 

 

 

 

 

Less

APPROPRIATIONS

 

 

 

 

 

Transfer to General Reserve

350.000

250.000

250.000

 

 

Transfer to Tonnage Tax Reserve

5.000

37.500

95.000

 

 

Proposed Dividend on Equity Shares

790.795

790.795

749.174

 

 

Tax on Dividend

128.287

131.344

127.322

 

BALANCE CARRIED TO THE B/S

9605.408

7596.455

6284.332

 

 

 

 

 

 

EARNINGS IN FOREIGN CURRENCY

 

 

 

 

 

FOB Value of exports

1194.166

2541.384

2879.010

 

 

Dispatch money (On cash basis)

7.691

2.044

12.034

 

 

Dividend income

109.421

0.000

500.930

 

 

Interest (On cash basis)

12.187

3.604

6.149

 

 

Rebate

46.557

21.519

0.000

 

TOTAL EARNINGS

1370.022

2568.551

3398.123

 

 

 

 

 

 

IMPORTS

 

 

 

 

 

Traded Products

11248.206

4157.789

12792.526

 

 

Stores & Spares

81.520

22.301

59.381

 

 

Capital Goods

319.137

121.423

770.086

 

TOTAL IMPORTS

11648.863

4301.513

13621.993

 

 

 

 

 

 

Earnings Per Share (Rs.)

7.81

5.98

5.54

 

QUARTERLY RESULTS

 

PARTICULARS

 

 

30.06.2011

30.09.2011

Type

 

1st Quarter

2nd Quarter

Net Sales

 

11644.150

16422.780

Total Expenditure

 

9939.850

14523.000

PBIDT (Excl OI)

 

1704.300

1899.780

Other Income

 

194.350

109.660

Operating Profit

 

1898.650

2009.440

Interest

 

242.410

247.760

PBDT

 

1656.240

1761.680

Depreciation

 

659.460

705.440

Profit Before Tax

 

996.780

1056.240

Tax

 

359.880

139.690

Profit After Tax

 

636.910

916.540

Net Profit

 

636.910

916.540

 

KEY RATIOS

 

PARTICULARS

 

 

31.03.2011

31.03.2010

31.03.2009

PAT / Total Income

(%)

6.85
6.84
4.89

 

 

 
 
 

Net Profit Margin

(PBT/Sales)

(%)

0.88
10.04
6.92

 

 

 
 
 

Return on Total Assets

(PBT/Total Assets}

(%)

10.30
8.57
7.18

 

 

 
 

 

Return on Investment (ROI)

(PBT/Networth)

 

0.27
0.26
0.26

 

 

 
 
 

Debt Equity Ratio

(Total Liability/Networth)

 

1.80
2.17
3.00

 

 

 
 
 

Current Ratio

(Current Asset/Current Liability)

 

3.64
3.14
1.21

 

 

LOCAL AGENCY FURTHER INFORMATION

 

HISTORY

 

Subject is India's largest producer of Urea in the private sector. The company has three divisions namely agri-inputs, shipping and textiles. The company is a diversified conglomerate having interests in fertilizers, phosphoric acid, agri-inputs and seeds, agri-biotechnology, textiles, information technology, food processing and shipping. They are also having business interest through subsidiaries and Joint Ventures in the areas of software, power, financial and insurance services and has a phosphoric acid facility in the Kingdom of Morocco. Chambal Fertilisers and Chemicals Limited was incorporated in the year 1985 and was promoted by Zuari Agro Chemicals. The company set up urea and ammonia plant at Gadepan in Rajasthan. They started commercial production in the year 1994. In the year 1997, the company entered into a joint venture with Office Cherifien Des Phosphates, a Moroccan Government company and Indo Maroc Phosphore SA. They started merchant grade phosphoric acid unit in Morocco with the capacity of 330000 tonnes per annum in the year 1999. In the year 1998, the company promoted India Software group, a software division which makes inroads into the software business. In the year 1999, the company acquires ITC Classic Home Finance Limited and renamed as Birla Home Finance Limited. Also, they incorporated Chambal Agritech Limited as a joint venture with Technico Pty Limited, Australia to produce high quality potato seed Technituber in India. The company has the facility at Himachal Pradesh which is one of the largest Technituber producer in the world. In the year 2000, Birla Home Finance Limited took on BHW Holding AG of Germany, as 50:50 joint venture partner. In the year 2001, the company acquired majority stake in Novasoft Information Corporation of New Jersey to integrate and broaden their IT service business. In the year 2003, the company acquired 51% stake in Techino Pty of Australia through a special purpose vehicle namely Chambal Biotech Private Limited, incorporated in Singapore. In May 2004, the company transferred their entire shareholding in Chambal Agritech Limited to Technico Pty. As a result, Chambal Agritech Limited became a wholly owned subsidiary of Technico Pty Limited. During the year 2004-05, India Steamship, which has five Aframax Tankers with a combined capacity of over 5 lac DWT was amalgamated with the company and also Shipping Investment demergered form the Zuari Investment Limited. Also, the company sold their 50% stake in Birla Home Finance Limited to BHW Holdings AG, Germany in November 2004 for the total consideration of Rs 1100.000 millions. The company incorporated ISG Novasoft Technologies Limited as a wholly owned subsidiary. The company hived off India Software Group into ISG Novasoft with effect from April 1, 2005 as a part of their plan to consolidate their software business into ISG Novasoft. During the year 2006-07, CFCL Overseas was incorporated as a Special Purpose Vehicle for consolidation of their software business. During the year 2007-08, Chambal Infrastructure Ventures Limited, a wholly owned subsidiary incorporated two wholly owned subsidiaries namely Chambal Energy (Chhattisgarh) Limited and Chambal Energy (Orissa) Limited for taking up power projects in the states of Chhattisgarh and Orissa respectively. In August 2007, Chambal Biotech Private Limited had sold their entire holding in Technico Pty Limited, Australia to Russell Credit Limited. The company sold their Food Processing Division to Temptation Foods Limited with effect from November 7, 2007. In April 25, 2008 the company had taken delivery of a new Aframax Tanker namely M T Ratna Shruti from Hyundai Heavy Industries Co Limited, South Korea. Also, in June 9, 2008, they had taken the delivery of another Aframax Tanker namely M T Ratna Shradha.

 

Operations

 

The report yet another year of growth and prosperity of the Company. The performance of the Fertiliser Business of the Company was encouraging. The Company achieved the highest ever annual Urea production and sales in Gadepan-I and II plants during the year. The Company achieved new high in trading particularly in pesticide business. There was a substantial growth both in the revenue and profitability from the trading activity.

 

The Textile Business has also fared well during the year. There has been substantial increase in the top line and bottom line of the Textile Business. The better realization has mainly contributed to the excellent performance of this business. The Shipping Business of the Company witnessed another challenging year. The charter rates have reached to new lows resulting into sluggish performance of this Business.

 

Joint Venture

 

Indo Maroc Phosphore S. A., Morocco (IMACID)

 

IMACID is three way Joint Venture of M/s. Tata Chemicals Limited, OCP, S.A., Morocco and the Company. The performance of IMACID during the year - 2010 was encouraging. IMACID produced 348,158 MT of Phosphoric Acid (P2O5) during the year 2010 as against 359,656 MT of P2O5 produced during the year 2009. IMACID achieved sale of 355,977 MT P2O5 during the year 2010 as against sales of 369,996 MT P2O5achieved in the year 2009. IMACID achieved revenue of MAD 2309.10 Million (Rs. 12717.100 Millions) during the year 2010 as against revenue of MAD 1791.87 Million (Rs. 10906.600 Millions) achieved in the year 2009. IMACID earned profit after tax of MAD 183.64 Million (Rs. 1011.400 Millions) during the year 2010 as against MAD 35.09 Million (Rs. 213.600 Millions) in the year 2009.

 

Subsidiaries

 

Chambal Infrastructure Ventures Limited and its Subsidiaries

 

Chambal Infrastructure Ventures Limited (“CIVL”) was set up by the Company for entering in to Power business. It had set up two wholly owned subsidiaries viz. Chambal Energy (Chhattisgarh) Limited and Chambal Energy (Orissa) Limited for taking up power projects in the states of Chhattisgarh and Odisha, respectively. CIVL is pursuing various business opportunities for setting up power projects in the states of Odisha and Chhattisgarh. CIVL is in continuous dialogue with the Government of Odisha for various approvals for the power project.

 

CFCL Overseas Limited, Cayman Islands and its Subsidiaries

 

CFCL Overseas Limited is wholly owned subsidiary of the Company. CFCL Technologies Limited is the flagship

Company for software business and also a subsidiary of CFCL Overseas Limited With the acquisition of Fiserv Fulfillment Services Inc., USA (“FFS”) in 2009, the Software Business has become one of the leading full service end-to-end mortgage services providers in the USA mortgage markets with a full complement of technology and knowledge process outsourcing (KPO) services. The customers consist primarily of large and medium size mortgage banks in the USA. In 2010, the Software Business has deployed significant efforts towards integrating the indigenous and acquired businesses. Since the acquisition of FFS, Software Business has successfully transitioned customer relationships and was able to sustain and grow the revenues. CFCL Technologies Limited and its subsidiaries follow the January to December Financial Year. The Software Business as a whole achieved revenue of USD 128.65 million during 2010 as against USD 36.4 Million achieved during the 9 month period ended on December 31, 2009. The EBITDA before exceptional and one-off items was negative at USD 5.08 million during the Year 2010. The negative EBITDA was primarily due to the year 2010 being the first year of integration of the acquired business of FFS. The efforts are on to turn the business EBITDA positive during the Year 2011.

 

India Steamship Pte. Limited, Singapore

 

Due to prevailing poor markets, operations in India Steamship, Singapore have been kept at a minimum level. To maintain and improve upon the well established safety system, trainings were conducted by both internal and external expert faculties on rescue, fire fighting and emergency handling, electrical safety, material handling, road safety etc. Employees were sent to reputed institutes for specialized trainings. All senior officials of the Company

underwent practical training on fire fighting.

 

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

 

FERTILISER DIVISION

 

Industry Structure and Developments

 

Raw Material

 

Urea - a major plant nutrient, plays a vital role in the food security of the country and Natural Gas is the major input in its production. Over the last years, Natural Gas availability and Gas pipeline connectivity have been constrained and posed challenges to the Industry. Gas prices ruled high during the year and spurted further towards the later part of the year on account of political upheavals in some countries and natural calamities in Japan. The international oil prices have a direct bearing on the Gas prices due to a close correlation between the

products. Both the fertiliser plants of the Company are operating with Natural Gas. Although the Company has long term Gas Supply Agreements for its requirement but gas supply from KG D-6 gas fields has witnessed marked decline in output. As a result, the Company has to resort to spot buying of Liquefied Natural Gas at high prices.

 

Demand–Supply Scenario

 

The Company’s Gadepan – II plant commissioned in 1999 was the last major capacity addition in production of Urea. Urea production in the country has remained stagnant whereas demand of Urea has been increasing over the years, resulting into significant gap between domestic demand and supply. The De-bottlenecking exercise was carried out in some of the plants in the country including that of the Company during last few years but it had marginal effect on supply. The main reasons for new capacities not coming up are non-conducive policy environment and absence of assured supply of Natural Gas on long term basis at affordable prices. India has imported over 6.6 million MT of Urea during the financial year 2010-11 which was about 23% of the total urea consumption in the country. India being a major agrarian economy can ill afford the ever increasing dependence on imports of Urea. The Government of India should address these concerns urgently.

 

Urea Pricing Policy

 

New Pricing Scheme (NPS) -Stage III for Urea which was valid upto March 31, 2010, has been further extended provisionally. There are expectations that urea will also be covered under Nutrient Based Subsidy Scheme (NBS)

during the Year 2011-12. Under NBS, the Government fixes subsidies on the basis of nutrient content in a product

rather than a formula based subsidy linked to a product. NBS seeks to emphasize the balanced nutrition of the soil consistent with rational economic principles. This move of the Government is a step in the right direction and will drive producers as well as importers to improve production, procurement and distribution efficiencies.

 

The Company sold 20.41 lac MT of urea during the year 2010-11 which was marginally higher than the last year’s sale of 20.14 lac MT. The production and sales of Urea were higher due to achievement of higher stream days and higher plant throughputs after implementation of energy saving cum debottlenecking revamp projects for Gadepan- I and II plants. The Company is continuously expanding its basket of products and marketing reach. The Company has started its full fl edged marketing network in Bihar and planning to further expand its marketing reach to Maharashtra. The turnover of traded products went up from Rs. 7610.900 Millions to Rs. 16068.700 Millions in the Financial Year 2010-11. The sales of DAP also more than doubled from 1.42 lac MT in 2009-10 to 4.01 lac MT achieved in the Financial Year 2010-11. The sale of Pesticides went up to Rs. 2120.000 Millions, an increase of 18% over 2009-10.

 

BIRLA TEXTILE MILLS - SPINNING DIVISION

 

Industry Structure and Developments

 

The Indian Textile Industry, with the size of US$ 70 billion, has three tiered structure - sophisticated modern mill segment on one end of the spectrum and a widely dispersed hand-loom and power-loom segments on the other. Mid segment is legions of small scale unorganized players. India accounts for 22% of the world’s installed capacity of spindles, second largest spindlage after China. India is also the second largest producer of cotton and Cellulosic fibres and fourth largest producer of Synthetic Fibres and Yarns. This sector is the second largest job provider (direct employment to over 35 Million people) after agriculture. It also contributes about 14% to India’s industrial production, 4% to the GDP and 10% to the export earnings.

 

Outlook

 

Indian Textile Industry which showed signs of recovery in 2010, exhibited strength in 2011. Going forward, the industry is concerned about shortage of labour, volatile input prices, fluctuating Rupee, uncertainty of yarn prices and competition restraining pricing power. However, future of the Indian Textile Industry seems bright on the back of robust domestic demand and steadily growing exports.

 

INDIA STEAMSHIP-SHIPPING DIVISION

 

Industry Structure and Developments

 

The dry bulk, containers and tankers are major segments of the Shipping Industry. Shipping, being an international business, gets affected by the international business environment. The time charter rates and re-sale values of vessels were on declining path during the year 2010-11. The ongoing instability in some countries and natural disasters in Japan has further impacted the downturn in the Industry. We expect the demand to pick up in the reconstruction phase of natural calamity hit region of Japan. The dramatic rise in bunker costs has further worsened the situation for the tanker segment. The price spike in bunkers has drastically eroded the slim profitability that ship owners were experiencing for the better part of the last 6 months. The overall economic outlook seems to be stabilizing. America has come out with better job numbers and seems to be more optimistic about the economic recovery which is still termed as fragile. European Union is still a concern.

 

Outlook

 

Time-charter rates are at a historical low considering time span of the last 5 years. Outlook till end 2012 does not look very promising. Moreover, there have been massive differentials between spot market returns and time-charter levels which make it hard to support a time-charter commitment. Current market scenario presents a perfect opportunity for charterers to take some period cover at the prevailing rates.

 

CONTINGENT LIABILITIES:

 

Particulars

 

31.03.2011

(Rs. in millions)

31.03.2010

(Rs. in millions)

Outstanding amount against counter guarantees given to Banks/ Financial Institutions on account of loans given by the said Banks/ Financial Institutions to Bodies Corporate.

0.000

31.430

Other claims against the Company not acknowledged as debts.

0.424

0.424

Claim against Nihat Shipping Company Limited in legal suits/ notices, in which the Company has been made a party, is being contested, since the Company acted as Agents/ Technical & Operational managers.

22.204

22.204

Penalty levied by FERA Board under appeal before the Calcutta High Court.

0.130

0.130

Total

22.758

54.188

 

 

UNAUDITED FINANCIAL RESULTS FOR THE PERIOD ENDED SEPTEMBER 30, 2011

 

Rs. in Millions

Particulars

Quarter Ended

[Unaudited]

Half Year Ended

[Unaudited]

 

30.09.2011

30.09.2011

 

 

 

(a) Net Sales / Income from Operations

16382.759

27885.749

(b) Other Operating Income

40.019

181.177

Expenditure

 

 

(a) Increase in Stock in Trade and Work in Progress

(517.270)

(1816.531)

(b) Consumption of Raw Materials

3380.701

6519.368

(c) Purchase of Traded Goods

6924.390

11161.446

(d) Employees Cost

335.958

636.790

(e) Depreciation / Amortization

705.439

1364.897

(f) Power & Fuel

1930.618

3560.566

(g) Other Expenditure

2468.608

4401.211

Total (a to g)

15228.444

25827.747

Profit from Operations before Other Income, Interest, Exceptional Items & Tax (1-2)

1194.334

2239.179

Other Income

109.664

304.013

Profit before Interest, Exceptional Items & Tax (3+4)

1303.998

2543.192

Interest

247.763

490.168

Profit before Exceptional Items and Tax (5-6)

1056.235

2053.024

Exceptional Items

0.000

0.000

Profit from Ordinary Activities before Tax (7+8)

1056.235

2053.024

Tax Expense

139.691

499.575

- Current Tax

441.452

859.025

- Deferred Tax

20.136

(39.344)

- Tonnage Tax

1.732

3.523

Net Profit for the period (9-10)

916.544

1553.449

Paid-up Equity Share Capital (Face value of each share - Rs.10)

4162.079

4162.079

Reserve excluding Revaluation Reserve

--

--

Earnings per Share (Rs.) ( Basic and Diluted ) Public Shareholding

2.20

3.73

Public Shareholdings

 

 

- Number of Shares

186866370

186866370

- Percentage of Shareholding

44.90

44.90

Promoters and Promoter Group Shareholding

 

 

a) Pledged / Encumbered

 

 

- Number of Shares

23866795

23866795

- Percentage of Shares (as a % of the Total Shareholding of Promoter and Promoter Group)

10.41

10.41

- Percentage of Shares (as a % of the Total Share Capital of the Company)

5.73

5.73

b) Non- Encumbered

 

 

- Number of Shares

205474687

205474687

- Percentage of Shares (as a % of the Total Shareholding of Promoter and Promoter Group)

89.59

89.59

- Percentage of Shares (as a % of the Total Share Capital of the Company)

49.37

49.37

 

SEGMENT WISE REVENUE, RESULTS AND CAPITAL EMPLOYED

 

Rs. in Millions

Particulars

Quarter Ended

[Unaudited]

Half Year Ended

[Unaudited]

 

30.09.2011

30.09.2011

 

 

 

Segment Revenue

 

 

a)   Own Manufactured Fertiliser

7608.959

14609.141

b)   Traded Goods

6881.378

9780.362

c) Shipping

984.448

1873.870

d) Textile

907.974

1622.376

Total (a to d)

16382.759

27885.749

Less : Inter Segment Revenue

0.000

0.000

Net Sales/ Income from Operations

16382.759

27885.749

Segment Results

Profit / (Loss) before Interest and Tax from each Segment

 

 

a)   Own Manufactured Fertiliser

1273.721

2229.098

b)   Traded Goods

414.923

700.037

c) Shipping

(193.099)

(181.476)

d) Textile

(89.725)

(100.860)

Total (a to d)

1405.820

2646.799

Less:

 

 

(i) Interest

247.763

490.168

(ii) Other Unallocable Expenditure net off Unallocable Income#

101.822

103.607

Profit before Tax

1056.235

2053.024

Capital Employed

 

 

(Segment Assets-Segment Liabilities)

 

 

a)   Own Manufactured Fertiliser

15376.925

15376.925

b)   Traded Goods

7212.539

7212.539

c) Shipping

15192.287

15192.287

d) Textile

2028.611

2028.611

e)   Unallocated Capital Employed

(22023.637)

(22023.637)

Total (a to e)

17786.725

17786.725

 

SUMMARY OF ASSETS AND LIABILITIES AS AT 30TH SEPTEMBER, 2011

 

 

 

Rs in Millions

Particulars

Half Year Ended

As on 30.09.2011

(Unaudited)

 

 

SHAREHOLDERS FUNDS

 

Share Capital

4162.079

Reserves & Surplus

13624.646

 

 

LOAN FUNDS

25592.102

 

 

DEFERRED TAX LIABILITIES

1972.570

 

 

TOTAL

45351.397

 

 

FIXED ASSETS

27606.805

INTANGIBLE ASSETS

12.699

 

 

INVESTMENT

4887.519

 

 

CURRENT ASSETS, LOANS & ADVANCES

 

Inventories

5399.737

Sundry Debtors

9649.764

Cash & Bank Balances

236.097

Other Current Assets

652.851

Loans & Advances

1251.770

 

 

Less : CURRENT LIABILITIES & PROVISIONS

 

Other Current Liabilities

3484.840

Provisions

861.005

 

 

Net Current Assets

12844.374

 

 

TOTAL

45351.397

 

NOTE:

 

1.       The results for the period ended September 30, 2011 have been prepared on the basis of notified concession prices for urea under the New Pricing Scheme (NPS), further adjusted for input price escalation/de-escalation, as estimated on the basis of prescribed norms. The concession price of urea notified by the Government of India under the NPS-Stage Ill effective for the period from October 1, 2006 to March 31, 2010, has been extended on provisional basis till further orders.

 

2.       During the period, the subsidy on Phosphatic and Potassic fertilizers has been accounted for as per concession price notified by the Government of India for the period from April 1,201 1.

 

3.       Other expenditure includes provision for net mark to market loss of Rs 233.154 Millions (for the quarter Rs.143.712 Millions) and Rs 4.296 Millions (for the quarter Rs.1.734 Millions) for shipping and fertiliser division of the Company respectively, on USD interest Rate Swap Transactions to convert floating rate loans to fixed rates.

 

4.       Tax credit related to earlier years (net)' substantially represents income-tax credit on certain benefits allowed by Income Tax Appellate Tribunal, Jaipur during the current quarter.

 

5.       During the quarter the Company has made further investment of Rs 51.000 Millions in its wholly owned subsidiary namely India Steamship Limited.

 

6.       In view of the unfavourable status of negotiations with the lenders, deteriorating credit situation in Europe and adverse developments in the shipping industry due to global recession, the Board of Directors at its meeting held on October 18, 2011 has decided to withdraw the Scheme of Arrangement and De-merger of its Shipping Division into India Steamship Limited.

 

7.       No investor complaint was pending at the beginning and end of the quarter ended September 30, 2011. During this quarter, 42 investor complaints were received and resolved.

 

8.       Previous period figures have been regrouped and / or re-arranged wherever necessary to make their classification comparable with the current quarter.

 

9.       The auditors have conducted limited review of 4e financial results for the period ended September 30, 201 1. The results were reviewed by the Audit Committee. The Board has taken on record the financial results at its meeting held on October 18,201 1.

 

 

FIXED ASSETS:

 

  • Land – Freehold
  • Land – Leasehold
  • Building
  • Leasehold Improvements
  • Railway Siding
  • Plant and Machinery
  • Equipment
  • Furniture and Fitting
  • Vehicle
  • Vehicle (On Finance Lease)
  • Ships
  • Software

 

WEBSITE DETAILS:

 

BUSINESS DESCRIPTION:

 

Subject is a fertiliser producer. It is the manufacturer of Urea in private sector in India and is also into the trading of fertilisers and other agri inputs. The Company also manufactures Synthetic and Cotton Yarn. It operates in four segments: Own Manufactured Fertilizers, Trading, Textile and Shipping. Own Manufactured Fertilizers segment includes manufacture and marketing of urea. Trading segment includes the purchase and sale of Fertilizers and Agricultural Inputs. Textile segment includes manufacturing and sale of synthetic and cotton yarn. Shipping segment includes transportation of crude oil and liquid products through vessels owned and/ or hired by the Shipping Division. Shipping Division of the Company is engaged in the business of running of ships for cargo. It has a joint venture in Morocco for manufacturing phosphoric acid. During the fiscal year ended March 31, 2011 (fiscal 2011), the Company sold 20.41 lakh million tons of urea. For the fiscal year ended 31 March 2010, Subject revenues decreased 26% to RS41.95B. Net income decreased 4% to RS2.17B. Revenues reflect a fall in income from sales of own manufactured products and decreased income from sales of traded products. Net income was partially offset by a significant fall in consumption of raw materials, lower purchase of traded goods and a significant fall in interest and finance expense.

 

Board of Directors:

 

Saroj Kumar Poddar

 

Non-Executive Chairman

 

Mr. Saroj Kumar Poddar is Non-Executive Chairman of the Board of Subject. He is a gold medalist in B. Com (Hons) from Calcutta University, is the Chairman of Adventz group. Under Mr. Poddar, the group has promoted various projects including joint ventures with international corporations. The most notable of these ventures are Gillette India Limited ( joint venture with the Gillette Company of U.S.A.) and Hettich India Private Limited (a joint venture with the Hettich Group of Germany). Mr. Poddar is the Chairman of these Joint Ventures. Mr. Poddar is the Chairman of Zuari Industries Limited, Chambal Infrastructure Ventures Limited, Simon India Limited, Texmaco Limited, Texmaco Rail and Engineering Limited, Zuari Cement Limited (a Unit of Ciments Francais), Adventz Investments and Holdings Limited and Lionel India Limited He is also on the Advisory Board of one of the most reputed investment brokers - M/s. N M Rothschild and Sons (India) Private Limited Having served as President of Federation of Indian Chambers of Commerce and Industry (FICCI) and International Chamber of Commerce in India, the Government of India has appointed Mr. Poddar on Board of Trade – the highest body on trade and also a member of the Court, on the Indian Institute of Science, Bangalore. He is the Chairman of India-Saudi Arabia Joint Business Council and a member of the Indo- French CEO Forum. Mr. Poddar has also served for a decade as a member of the Board of Governors of the Indian Institute of Technology, Kharagpur and local Board of the Reserve Bank of India.

 

Shyam Sunder Bhartia

 

Non-Executive Co-Chairman

 

Mr. Shyam Sunder Bhartia is Non-Executive Co-Chairman of the Board of Subject. Mr. Bhartia is the Chairman and Managing Director of M/s. Jubilant Life Sciences Limited After graduating in Commerce, he did his ICWA from the Institute of Cost and Works Accountants of India (ICWAI) and is a fellow member of the ICWAI. A industrialist of India, he has industrial experience in the Pharmaceuticals, Speciality Chemicals, Food, Oil and Gas (Exploration and Production), Aerospace and Information Technology sectors. He is a director on the boards of numerous companies both in India and overseas. He is a Member of the Executive Committee of Federation of Indian Chamber of Commerce and Industry (FICCI), Confederation of Indian Industry (CII) and Task Force on Chemicals appointed by the Government of India. His past association to institutional segment included - Member of Board of Governors of Indian Institute of Technology (IIT), Mumbai and Indian Institute of Management (IIM), Ahmedabad and Director on the Board of Air India.

 

Ram Nath Bansal

 

Non-Executive Independent Director

 

Mr. Ram Nath Bansal is Non-Executive Independent Director of Subject. He is M. A. (Economics) and an eminent professional. He is Fellow member of the Institute of Chartered Accountants of India since 1954 and an Associate member of the Institute of Company Secretaries of India. Mr. Bansal is on the Boards of many companies. He has also served the Department of Company Affairs in various capacities such as Registrar of Companies, Regional Director and retired as Member, Company Law Board. He was Director (Investment) and Additional Controller of Capital Issues in the Ministry of Finance. He was also a nominee of the Central Government on the Central Council of Institute of Chartered Accountants of India, Institute of Company Secretaries of India and the Governing Board of various Stock Exchanges.

 

Dipankar Basu

 

Non-Executive Independent Director

 

Mr. Dipankar Basu is Non-Executive Independent Director of Subject. He is an M.A. (Economics). He is the Non-Executive Chairman of Securities Trading Corporation of India Limited, STCI Primary Dealer Limited, Peerless General Finance and Investment Company Limited and Peerless Securities Limited He is currently a member of the Investment Advisory Committee of the Army Group Insurance Fund and Empowered Committee of Reserve Bank of India for External Commercial Borrowings. Mr. Basu is a former Chairman of State Bank of India. Between 1996 and 1999, he served as a member of the Disinvestment Commission set up by the Government of India. During 1997-98, Mr. Basu was also a member of the Narasimham Committee on Banking Sector Reforms.

 

Anil Kapoor

 

Managing Director

 

Mr. Anil Kapoor is Managing Director and Executive Director of Subject. He is a B. Tech from Indian Institute of Technology, New Delhi, one of the world’s premier technological institutes and holds M. S. in Chemical Engineering from State University of New York, USA. He has over 31 years of experience in areas of production, logistics, purchase, administration, customer service and in general management with reputed Indian and Multinational groups.

 

Kashi Nath Memani

 

Non-Executive Independent Director

 

Mr. Kashi Nath Memani is Non-Executive Independent Director of Subject. He is a Chartered Accountant. Mr. Memani specializes in Business and Corporate Advisory, Foreign Taxation, Financial Consultancy etc. and is consulted on the corporate matters by several domestic and foreign companies. He was Chairman and Country Managing Partner, Ernst and Young, India until 31st March 2004. Mr. Memani was also member of Ernst and Young Global Council for 10 years. Post retirement, Mr. Memani has joined boards of various companies. He was also member of various Committees of the Institute of Chartered Accountants of India. For two consecutive years, Mr. Memani was on the External Audit Committee (EAC) of the International Monetary Fund and was appointed as the Chairman of EAC for the year 1999-2000. Mr. Memani is the past Chairman of American Chamber of Commerce in India, former President of Indo American Chamber of Commerce and PHD Chamber of Commerce. He is also member of managing committees of various Industry bodies. Mr. Memani is ex-chairman of New Company Law Drafting Committee and he was fi rst Chairman of Quality Review Board, both set up by Government of India.

 

Chandra Shekhar Nopany

 

Non-Executive Director

 

Mr. Chandra Shekhar Nopany is Non-Executive Director of Subject since September 16, 2008. He is an industrialist having industrial experience in diverse fi elds like sugar, shipping, textiles and fertilisers. He is a Chartered Accountant and Master of Science in Industrial Administration from Carnegie Mellon University, Pittsburgh, U.S.A. Mr. Nopany is the Chairman and Managing Director of The Oudh Sugar Mills Limited and the Chairman of Sutlej Textiles and Industries Limited, New India Retailing and Investments Limited and SIL Investments Limited He is also on the Board of Directors of several other companies of the K. K. Birla group. Having contributed signifi cantly to organic and inorganic growth of the Group, he continues to lead as a new generation entrepreneur with dedication and concerted focus on the target to be achieved.

 

Marco Philippus Ardeshir Wadia

 

Non-Executive Independent Director

 

Mr. Marco Philippus Ardeshir Wadia is Non-Executive Independent Director of Subject. Mr. Wadia is B. A. (Hons.), LL.B. and is a practicing Advocate since 1986, specializing in corporate matters. Mr. Wadia is a partner in the firm of Crawford Bayley and Company, Solicitors and Advocates, Mumbai since 2001. He is on the Boards of various Companies.

 

PRESS RELEASES:

 

INDIAN BENCHMARKS SNAP AN EXHILARATING WEEK AFTER SKYROCKETING BY 5%

 

14 October 2011

 

India, October 14 -- Indian equity indices showcased an enthralling performance after five long weeks when the bourses had fervently rallied by 6% for the week ended on September 2. The frontline indices skyrocketed by over five percent on in the passing week and even went on to regain the important psychological 5,100 (Nifty) and 17,000 (Sensex) bastions as encouraging developments from the global front as well as the slight moderation in domestic inflation numbers augured well in favor of the market participants. The benchmarks began the week with a courageous performance as Friday's optimism got spilled over into the Monday's session helping the indices to outclass global markets by vivaciously rallying by two percentage points. What unfolded in the next couple of days was a day of consolidation followed by a rebound of two and half a percentage points. The bourses were destined for similar fortune in the next two days as well but the magnitude of gains and losses was not on the same lines. Bullishness seemed like returning to the markets which was evident from the fact that the frontline indices showed some resilience and did not capitulate despite some disappointing economic reports from the global as well as domestic front. The domestic bourses were largely influenced by encouraging reports from Europe where French President and German Chancellor pledged to protect the banks and resolve the region's lingering debt trouble that is threatening global growth. Sentiments also got boosted on the back of reports that Slovakia's parliament will vote to endorse the amended EFSF at the latest by Friday, while the European Commission President too announced a broad new plan for recapitalizing the European banks, buttressing hopes that the region's debt problems will be resolved soon. Investors also remained optimistic ahead of the meeting of G20 finance chiefs and central banks heads from the world's biggest economies in Paris, amid expectations that there is a lot of intent to develop a global, sustainable solution to the European debt crisis. On the domestic front, the second quarterly earnings season got off to an enthralling start with Infosys announcing the better than expected second quarterly earnings numbers and boosting overall market sentiments. In the meantime, the draft national telecom policy 2011 too was unveiled by the government which vows to revamp the sector and strives to achieve cent percent rural tele-density by 2020. Furthermore, market participants even went on to overlook the disappointing IIP readings for August, according to which IIP, with base 2004-05, expanded by of 4.1%, down from 4.5% for the corresponding month last year, and higher than the revised growth rate for July. Meanwhile, cabinet gave its nod to the policy for acquisition of raw material assets abroad by central PSUs with a 3-year profit record. The new policy will pave the way for Navratna firms to invest up to Rs 30000.000 Millions in such assets without government approval while it will allow Maharatna firms to invest upto the limit of Rs.50000.000 Millions. Also, the cable and satellite television industry was cheered after the CCEA cleared the ordinance to amend Section 4A of the Cable TV, bringing digitization into TV broadcast as it would lead to a substantial hike in the revenue in the first year because digitization will help companies in providing value-added services. The slight moderation in monthly and weekly inflation data too was unable to deter the sanguine domestic sentiments. However, market participants remained concerned that the discouraging industrial output growth for August and high monthly WPI inflation numbers for September will largely determine the Reserve Bank of India's next move on interest rate hikes. Policy makers are facing a harsh dilemma as a slew of fiscal and monetary measures to curb inflation have failed to rein in prices however, on the contrary they have caused side effects on economic growth. The Bombay Stock Exchange (BSE) Sensex climbed by 850.15 points or 5.24% to 17082.69 during the week ended October 14, 2011. The BSE Mid-cap index was up by 230.64 points or 3.87% to 6189.92 and the Small-cap index up by 186.41 points or 2.77% to 6907.96. On the sectoral front, IT up 457.62 points or 8.73% at 5698.9, TECk up 258.50 points or 8.09% at 3453.43, Bankex up 716.67 points or 6.93% at 11064.51, Consumer Durables (CD) up 357.79 points or 5.64% at 6703.82, Realty up 90.71 points or 5.23% at 1826.68 were the top gainers on the BSE sectoral space, while, there was no loser on the BSE sectoral space. The S and P CNX Nifty jumped by 244.25 points or 5.00% to 5132.30. On the National Stock Exchange (NSE), Bank Nifty up 622.15 points or 6.88% to 9660.40, CNX IT up 478.15 points or 8.49% to 6119.65 while CNX mid- cap up 241.80 points or 3.51% to 7135.95 and CNX Nifty Junior up 376.10 points or 3.95% to 9895.00.India's headline inflation measured by the wholesale price index (WPI) eased marginally to 9.72% in September from 9.78% in August. This modest fall in headline inflation was on the back of marginal decline in the primary articles and manufactured products, which fell to 11.84% and 7.69% in September, compared to 12.58% and 7.79% in August. However, the fuel and power segment of WPI, surged by 14.09% in September from 12.84% in August. In the first half of the current financial year, the headline inflation has been hovering above 9%, which indicates that the RBI's anti-inflationary monetary policy stance has failed to contain inflation. Index of Industrial Growth (IIP) for the month of August 2011 grew by 4.1% compared to 5.6% in August 2010. The IIP growth for August 2011 is less than the market's expectations of 5% however it is marginally above from 3.84% in the last month. The manufacturing segment which accounts for around 76% of IIP grew by 4.5% in August compared to 2.3% in last month. Foreign Institutional Investors (FIIs) were net buyers in the equity segment in the week with gross purchases of Rs 140820.000 Millions and gross sales of 118116.000 Millions, leading to a net inflow of Rs 22704.000 Millions. They stood as net buyers in the debt segment as well with gross purchases of Rs 59570.000 Millions against gross sales of Rs 31530.000 Millions, resulting in a net inflow of Rs 28040.000 Millions. Outlook for the coming week: The gone week for the bourses has been extraordinary as the bourses besides capturing gains of over 4% reclaimed their long lost psychological level of 17000 mark (Sensex) and 5100 mark (Nifty) respectively. The week which was packed with data saw the markets showcasing a resilient trend as the bourses factored a host of negative events such as IIP data, which came in at 4.1%, worse than expectation of 5% and September Inflation data, which despite moderating came in at 9.72% for the month of September 2011 as compared to 9.78% seen in the previous month. The markets in the coming week would look for the outcome of the meeting held by the G20 finance chiefs and central bank heads from the world's biggest economies in Paris on Friday. French and German officials are expected to put together an action plan to help ease the region's problems before a European Union summit on October 23, 2011.Meanwhile, Q2 earning season which started on a positive note, with good results from IT bellwether Infosys is expected to be a major trigger for the markets in the coming week. Investors for the coming week will be closely watching the results from Reliance Industries, IT major -TCS, housing finance major -HDFC and media major -Zee Entertainment Enterprises. Results from ING Vysya Bank, Chambal Fertilisers and Chemicals, CRISIL, IndusInd Bank, HCL Technologies, IFCI, NIIT Technologies, Patni Computer, Jindal Steel and Jet Air India too would be eyed. Even rate sensitive's stocks like those belonging from Realty, Bankex and Auto counters are expected to be in limelight well ahead of the RBI's mid-quarterly monetary policy review on October 25, 2011. The Reserve Bank of India (RBI) that has raised rates a dozen times since March 2010, seems to be all prepared to deliver an another 25bps rate hike given the soaring rate of inflation which has stayed above 9% for tenth straight month. On the global front, investors' will be eying few major economic data from US, starting with the Industrial Production data on October 17, 2011 followed by Producer Price Index Data, Consumer Price Index and Housing Starts Data, Jobless Claims data, Existing Home Sales data and finally the Philadelphia Fed Survey data on October 20, 2011. Top Gainers Tata Motors up by 13.13% was the top gainer of the Nifty for the week - Tata Motors has launched "Tata Manza sedan and the international Tata Prima range" of premium commercial vehicles at the Johannesburg International Motor Show 2011.The company has also exhibited, a wide range of other vehicles, laden with latest technologies delivering better comfort, convenience, performance and environment protection for the first time. Tata Vista is displayed in passenger vehicles segment. Infosys gaining 9.37% was the other top gainer of the week - Infosys, net profit for the quarter ended September 30,2011 rose by 11.03% at Rs 18220.000 Millions as compared to Rs 16410.000 Millions for the quarter ended September 30, 2010. India's second-largest software exporter is mulling to enter healthcare sector by acquiring Thomson Reuters' healthcare business for $700-750 million. Thomson Reuters planned to sell the unit, which had reported revenue of about $450 million in 2010 and it supplies healthcare data and analysis to companies, government agencies and health professionals. Top Losers Maruti Suzuki down by 7.72% was the top loser of Nifty for the week - Maruti Suzuki India (MSI), country's largest carmaker is facing rough time due to workers strike at its plant in Gurgaon. The strike by the workers entered the 8th day despite the Haryana government declaring it illegal for violating a settlement agreement signed on October 1 to end a 33-day-long standoff. Coal India down by 4.44% was the other top loser - Coal India blamed rains and delays in securing green clearances due to which it missed its production targets in Q1 this fiscal. However, the Coal Ministry is in no mood for excuses and has called a meeting on the issue where it is likely to reproach the company's top brass. The meeting, to be chaired by Coal Minister will be attended by officials of the Coal Ministry, CIL Chairman and Managing Director and the CMDs of all the subsidiaries of CIL. Technical Viewpoint – S and P CNX Nifty During the week, S and P CNX Nifty touched the highest level of 5141.40 on October 14, 2011 and the lowest point of 4882.05 on October 10, 2011. On the last trading day, the Nifty closed at 5,132.30 with a weekly gain of 244.25 points or 5.00%. For the coming week, 4962.43 followed by 4792.57 are likely to be good support levels for the Nifty, while the index may face some resistance at 5221.78 and 5311.27 levels. US Markets The US markets extended the jubilant mood in the passing week, as France and Germany pledged to do everything necessary to support Europe's banks and Slovakia's parliament voted for expanded Europe bailout fund. The market further got a boost when the Federal Reserve stated that some officials last month wanted to keep further asset purchases as an option to boost the economy as policy makers saw considerable uncertainty that US growth will pick up. Most participants favored giving additional information on the central bank's goals and how they influence the Fed's decisions, and most saw advantages in tying the Fed's near- zero interest rates to more specific developments in the economy, the Fed stated in minutes of the September 20-21 session. The US Federal Open Market Committee (FOMC) had decided to take the debate on the $400 billion debt swap operation, and in order to reduce borrowing costs. Federal Reserve Chairman Ben Bernanke stated, selling short-term debt to buy long-term debt and reverse operation to boost US economic recovery and reduce the unemployment rate to nearly 9% is of great significance but not the big turning point. US House lawmakers will examine a nearly 300-page proposal by former Federal Reserve Chairman Paul Volcker to ban banks from trading for their own accounts, adding another level of scrutiny to the rule proposed by four federal regulators this week. Moody's Investors Service stated that the rule would be credit negative for bondholders of Bank of America Corporation, Citigroup Inc, Goldman Sachs Group Inc, JPMorgan Chase and Company and Morgan Stanley, all of which have substantial market-making operations. The market jubilation was also supported by some good reports on economic front. Initial jobless claims declined by 1,000 last week to 404,000. The latest claims report came together with other data showing that US economy is adding jobs at a stubbornly slow pace and the US trade deficit little changed at $45.6 billion in August. Besides, investors are expecting that reports of US retail sales will increase in September at the fastest pace in six months, helping to ease concern the recovery is faltering. European Markets the European markets too rallied during the passing week though pessimism surrounded in between after Slovakian parliament rejected the measure to expand the 440 billion euros rescue fund which led the fall of the current four member coalition government. Later, Slovakia's parliament voted for the second time and finally it approved an expanded Europe bailout fund. Slovakia is the last of 17 nations needed to give the green light to a more-powerful European Financial Stability Facility. Lawmakers voted 114 to 30 with three abstentions to support the European Financial Stability Facility in the second attempt after parliament failed to approve the measures on October 11. Also, the French and German comments gave investors hope that European officials may take bigger steps deemed necessary to control the region's sovereign-debt crisis. German Chancellor Angela Merkel and French President Nicolas Sarkozy stated that they will deliver a plan to recapitalize European banks and address the Greek debt crisis by November 3. The markets got strength in the mid of the week after Belgium stated that it will buy part of Dexia SA and provide security for depositors as part of a plan to rescue the lender. The Belgian federal government will pay 4 billion euros ($5.4 billion) for the division and guarantee 60 percent of a so-called bad bank to be set up for Dexia's troubled assets. European Commission President Jose Barroso stated that he will present proposals on the recapitalization of banks as Europe's leaders struggle to tackle the region's debt crisis. Besides, Greece stated inspectors from troika completed their mission and approved the release of sixth tranche of aid. However, there were mixed report on economic front, Industrial production in August increased 1.2% from the previous month and soared 5.3% from a year ago, according to the data released by the Eurostat. Capital goods production increased 12.2% from a year ago and durable consumer goods output increased 2.8%. Output in Germany declined 1% from a month ago but soared 7.8% from a year ago. UK unemployment hit the highest last seen in 1994. The unemployment rate in three months to August increased to 8.1% and the number of unemployed increased 114,000 to 2.57 million. Asian Markets Asian markets witnessed a jubilant run during the passing week and all the regional indices snapped the week's trade with decent gains as France and Germany announced an agreement to support the euro zone's beleaguered banks. Moreover, investors risk appetite got a boost after European leaders chalked out a broad new crisis plan to help banks in Europe better defend against the effects of lingering debt market turmoil. On the regional front, Chinese Shanghai soared over three percent during the week, as the country's consumer inflation dipped to 6.1 percent in September, retreating further from three-year highs. The sentiments remained strong as the central bank of China said that it is more likely to keep its current monetary stance unchanged and will wait for data in coming months to judge the direction of policy. However, Chinese trade surplus narrowed for the second consecutive month in September, raising concerns about a deteriorating global economy and slowdown in the world's factory floor. Trade data released on October, 13 showed that Chinese exports rose 17.1% last month from a year earlier, down from 24.5% growth in August while Growth in imports slowed as well. The gains in Chinese market also lifted Hong Kong market and its benchmark Hang Seng remained the top gainers among the Asian peers, gathering gain of about four and a half percent while, South Korean benchmark traded continuously in the green during the week and gained over four percent, buoyed by substantial gains in banking stocks and telecom issues. Other indices like, Straits Times and KLSE rose by 3-4 percent during the week. Japanese Nikkei rose over one and a half percent as Japan's machinery orders rebounded in August on demand for electrical products, signaling that companies are willing to invest even as global economic growth slows and the yen stays near post-World War II highs. Core machine orders in the country surged to a seasonally adjusted 11 percent in August compared to the previous month. Rising for the third time in four months, the headline figure was well above analyst expectations for a gain of 3.9 percent following the 8.2 percent plunge in July. On an annual basis, core machine orders added 2.1 percent, well above forecasts for a contraction of 3.6 percent following the 4.0 percent decline in the previous month.

 

 

 


CMT REPORT (Corruption, Money Laundering & Terrorism]

 

The Public Notice information has been collected from various sources including but not limited to: The Courts, India Prisons Service, Interpol, etc.

 

1]         INFORMATION ON DESIGNATED PARTY

No records exist designating subject or any of its beneficial owners, controlling shareholders or senior officers as terrorist or terrorist organization or whom notice had been received that all financial transactions involving their assets have been blocked or convicted, found guilty or against whom a judgement or order had been entered in a proceedings for violating money-laundering, anti-corruption or bribery or international economic or anti-terrorism sanction laws or whose assets were seized, blocked, frozen or ordered forfeited for violation of money laundering or international anti-terrorism laws.

 

2]         Court Declaration :

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

 

3]         Asset Declaration :

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

 

4]         Record on Financial Crime :

            Charges or conviction registered against subject:                                                  None

 

5]         Records on Violation of Anti-Corruption Laws :

            Charges or investigation registered against subject:                                                          None

 

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

            Charges or investigation registered against subject:                                                          None

 

7]         Criminal Records

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

 

8]         Affiliation with Government :

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

 

9]         Compensation Package :

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

 

10]        Press Report :

            No press reports / filings exists on the subject.

 


 

CORPORATE GOVERNANCE

 

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

 

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

 

 

CONTRAVENTION

 

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

 

 

FOREIGN EXCHANGE RATES

 

Currency

Unit

Indian Rupees

US Dollar

1

Rs.53.27

UK Pound

1

Rs.82.10

Euro

1

Rs.68.90

 


 

SCORE & RATING EXPLANATIONS

 

SCORE FACTORS

 

RANGE

POINTS

HISTORY

1~10

7

PAID-UP CAPITAL

1~10

7

OPERATING SCALE

1~10

7

FINANCIAL CONDITION

 

 

--BUSINESS SCALE

1~10

6

--PROFITABILIRY

1~10

7

--LIQUIDITY

1~10

6

--LEVERAGE

1~10

6

--RESERVES

1~10

6

--CREDIT LINES

1~10

6

--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

 

58

 

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

-

 

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

This report is issued at your request without any risk and responsibility on the part of MIRA INFORM PRIVATE LIMITED (MIPL) or its officials.