MIRA INFORM REPORT

 

 

Report Date :

09.06.2011

 

IDENTIFICATION DETAILS

 

Name :

TEXMACO RAIL AND ENGINEERING LIMITED (w.e.f.23.04.2010)

 

 

Formerly Known As :

TEXMACO MACHINES LIMITED

 

 

Registered Office :

Belgharia Works, Birla Building, 9/1, R. N. Mukherjee Road, Kolkata-700056, West Bengal

 

 

Country :

India

 

 

Financials (as on) :

31.03.2010

 

 

Date of Incorporation :

25.06.1998

 

 

Com. Reg. No.:

21-087404

 

 

Capital Investment / Paid-up Capital :

Rs. 181.783 millions

 

 

CIN No.:

[Company Identification No.]

U29261WB1998PLC087404

 

 

TAN No.:

[Tax Deduction & Collection Account No.]

CALT02347C

 

 

PAN No.:

[Permanent Account No.]

AABCT2592E

 

 

Legal Form :

A Closely Held Public Limited Liability Company.

 

 

Line of Business :

Manufacturer and producer of railway coaches and components.

 

 

RATING & COMMENTS

 

MIRA’s Rating :

B (30)

 

RATING

STATUS

PROPOSED CREDIT LINE

26-40

B

Capability to overcome financial difficulties seems comparatively below average.

Small

 

Maximum Credit Limit :

USD 210000

 

 

Status :

No Business Activity

 

 

Payment Behaviour :

Unknown

 

 

Litigation :

Clear

 

 

Comments :

Subject is a part of Dr. K. K. Birla Group, India. As per last available financials, the company has not done any business activities during the year 2008-09 and 2009-2010. However, trade relations are reported as fair. Payment terms are unknown.

 

In view of strong promoters the company can be considered normal for business dealings at 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 – April 1, 2010

 

Country Name

Previous Rating

(31.12.2009)

Current Rating

(01.04.2010)

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 / Corporate Office:

Belgharia Works, Birla Building, 9/1, R. N. Mukherjee Road, Kolkata-700056, West Bengal, India

Tel. No.:

91-33-25411631

Fax No.:

91-33-25412448

E-Mail :

texsvpcom@texmaco.in

kb.rao@texmaco.in

hemant.kumar@texmaco.in

Website :

www.texmaco.in

 

 

DIRECTORS

 

AS ON 12.08.2010

 

Name :

Mr. Ashok Kumar Vijay

Designation :

Director

Address :

Flat No.34, Queens Mansion Park Street, Kolkata-700071, West Bengal, India

Date of Birth/Age :

04.07.1953

Date of Appointment :

07.03.2003

DIN No :

01103278

PAN No :

ABQPV3413R

 

 

Name :

MR. Avtar Krishna Nanda

Designation :

Director

Address :

SSF-19, Tecxmaco Estate, Belgharia, Kolkata-700066, West Bengal, India

Date of Birth/Age :

10.10.1934

Date of Appointment :

30.03.2003

DIN No :

00201378

PAN No :

ABOPN8802C

 

 

Name :

MR. Damodar Hazarimal Kela

Designation :

Director

Address :

Pankaj Apartment, 86, Bally Gunge Place, Kolkata-700019, West Bengal, India

Date of Birth/Age :

30.04.1941

Date of Appointment :

01.01.2010

DIN No :

01050842

PAN No :

AEMPK2020A

 

 

Name :

Mr. Ramesh Maheshwari

Designation :

Director

Address :

Trivoli Court, 1A, Ballygunge, Circular Road, Kolkata-700019, West Bengal, India

Date of Birth/Age :

25.12.1932

Date of Appointment :

01.01.2010

DIN No :

00170811

PAN No :

AEXPM8916N

 

 

MAJOR SHAREHOLDERS / SHAREHOLDING PATTERN

 

AS ON 31.03.2011

 

Names of Shareholders

No. of Shares

Percentage of Holding

(A) Shareholding of Promoter and Promoter Group

 

 

(1) Indian

 

 

Individuals / Hindu Undivided Family

3487900

1.92

Bodies Corporate

111599110

61.39

Sub Total

115087010

63.31

(2) Foreign

 

 

Total shareholding of Promoter and Promoter Group (A)

115087010

63.31

(B) Public Shareholding

 

 

(1) Institutions

 

 

Mutual Funds / UTI

33151540

18.24

Insurance Companies

3515091

1.93

Foreign Institutional Investors

6955188

3.83

Sub Total

43621819

24.00

(2) Non-Institutions

 

 

Bodies Corporate

9721355

5.35

Individuals

 

 

Individual shareholders holding nominal share capital up to Rs. 0.100 Million

10518442

5.79

Individual shareholders holding nominal share capital in excess of Rs. 0.100 Million

1313323

0.72

Any Others (Specify)

1521141

0.84

Clearing Members

380726

0.21

Non Resident Indians

318020

0.17

           Trusts

13381

0.01

           Hindu Undivided Families

809014

0.45

Sub Total

23074261

12.69

Total Public shareholding (B)

66696080

36.89

Total (A)+(B)

181783090

100.00

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

--

--

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

181783090

100.00

 

 

BUSINESS DETAILS

 

Line of Business :

Manufacturer and producer of railway coaches and components.

 

 

GENERAL INFORMATION

 

Bankers :

·         State Bank of India, Commercial Branch, Park Street, Kolkata, West Bengal, India

 

 

 

Banking Relations :

 

 

 

Auditors :

 

Name :

K C Sharma

Chartered Accountant

Address :

6C, Middleton Street, Flat No.23, Kolkata-700071, West Bengal, India

 

 

Holding Company  :

Texmaco Limited

CIN No : L35111WB1939PLC009800

 

 

CAPITAL STRUCTURE

 

AS ON 31.03.2010

 

Authorised Capital :

 

No. of Shares

Type

Value

Amount

 

 

 

 

200000000

Equity Shares

Rs.1/- each

Rs. 200.000 Millions

 

 

 

 

 

Issued, Subscribed & Paid-up Capital :

 

No. of Shares

Type

Value

Amount

 

 

 

 

54600000

Equity Shares

Rs.1/- each

Rs. 54.600 Millions

 

 

 

 

 

 

AS ON 12.08.2010

 

Authorised Capital :

 

No. of Shares

Type

Value

Amount

 

 

 

 

200000000

Equity Shares

Rs.1/- each

Rs. 200.000 Millions

 

 

 

 

 

Issued, Subscribed & Paid-up Capital :

 

No. of Shares

Type

Value

Amount

 

 

 

 

181783090

Equity Shares

Rs.1/- each

Rs. 181.783 Millions

 

 

 

 

 


 

FINANCIAL DATA

[all figures are in Rupees Millions]

 

ABRIDGED BALANCE SHEET

 

SOURCES OF FUNDS

 

31.03.2010

31.03.2009

31.03.2008

SHAREHOLDERS FUNDS

 

 

 

1] Share Capital

54.600

0.100

0.100

2] Share Application Money

0.000

0.000

0.000

3] Reserves & Surplus

0.000

0.000

0.000

4] (Accumulated Losses)

(1.080)

(0.155)

(0.133)

NETWORTH

53.520

(0.055)

(0.033)

LOAN FUNDS

 

 

 

1] Secured Loans

0.000

0.000

0.000

2] Unsecured Loans

0.000

0.000

0.000

TOTAL BORROWING

0.000

0.000

0.000

DEFERRED TAX LIABILITIES

0.000

0.000

0.000

 

 

 

 

TOTAL

53.520

(0.055)

(0.033)

 

 

 

 

APPLICATION OF FUNDS

 

 

 

 

 

 

 

FIXED ASSETS [Net Block]

0.000

0.000

0.000

Capital work-in-progress

0.000

0.000

0.000

 

 

 

 

INVESTMENT

54.205

0.000

0.000

DEFERREX TAX ASSETS

0.000

0.000

0.000

 

 

 

 

CURRENT ASSETS, LOANS & ADVANCES

 

 

 

 

Inventories

0.000

0.000

0.000

 

Sundry Debtors

0.000

0.000

0.000

 

Cash & Bank Balances

0.520

0.020

0.021

 

Other Current Assets

0.000

0.000

0.000

 

Loans & Advances

0.000

0.000

0.000

Total Current Assets

0.520

0.020

0.021

Less : CURRENT LIABILITIES & PROVISIONS

 

 

 

 

Sundry Creditors

1.158

0.040

 

Other Current Liabilities

0.047

0.035

0.054

 

Provisions

0.000

0.000

0.000

Total Current Liabilities

1.205

0.075

0.054

Net Current Assets

(0.685)

(0.055)

(0.033)

 

 

 

 

MISCELLANEOUS EXPENSES

0.000

0.000

0.000

 

 

 

 

TOTAL

53.520

(0.055)

(0.033)

 


PROFIT & LOSS ACCOUNT

 

 

PARTICULARS

31.03.2010

31.03.2009

31.03.2008

 

 

 

 

 

 

PROFIT BEFORE TAX

(0.925)

(0.022)

(0.018)

 

 

 

 

 

Less

TAX                                                                 

0.000

0.000

0.000

 

 

 

 

 

 

PROFIT AFTER TAX

(0.925)

(0.022)

(0.018)

 

 

 

 

 

Add

PREVIOUS YEARS’ BALANCE BROUGHT FORWARD

(0.155)

(0.133)

(0.115)

 

 

 

 

 

 

BALANCE CARRIED TO THE B/S

(1.080)

(0.155)

(0.133)

 

 

 

 

 

 

Earnings Per Share (Rs.)

(0.15)

(2.19)

--

 

 

KEY RATIOS

 

PARTICULARS

 

 

31.03.2010

31.03.2009

31.03.2008

Return on Total Assets

(PBT/Total Assets}

(%)

(177.88)

(110.00)

(85.71)

 

 

 

 

 

Return on Investment (ROI)

(PBT/Networth)

 

(0.02)

0.40

0.55

 

 

 

 

 

Debt Equity Ratio

(Total Liability/Networth)

 

0.02

(1.36)

(1.64)

 

 

 

 

 

Current Ratio

(Current Asset/Current Liability)

 

0.43

0.27

0.39

 

 

 

LOCAL AGENCY FURTHER INFORMATION

 

CHANGE OF NAME

 

The Company was incorporated as a Private Limited Company, limited by shares on 25th June, 1998 under the Companies act, 1956 under the name and style. ‘Texmaco Machines Private Limited’. The company changed its status from Private Limited to Public Limited w.e.f. 3rd March, 2010. The company’s name was subsequently, after necessary approval from the Registrar of Companies, changed to ‘Texmaco Rail and Engineering Limited’ with effect from 3rd March, 2010 so as to reflect the proposed core business activities which the company proposes to undertake under the Scheme of Arrangement with Texmaco Limited, filed with the Hon’ble Court, Calcutta.

 

 

 

 

AUDITED FINANCIAL RESULTS FOR THE QUARTER /YEAR ENDED 31ST MARCH, 2011

 

(Rs. in millions)

Particulars

31.03.2011

(Audited)

31.03.2011

(Audited)

Net Sales/Income from Operations

 

 

Gross Sales

3679.968

11175.032

Les : Inter Segment Revenue

396.660

1395.954

Less : Excise Duty

121.771

393.571

Net Sales

3161.537

9385.507

Other Operating Income

19.542

26.766

Total Income

3181.079

9412.273

 

 

 

Expenditure

 

 

(Increase)/decrease in stock in trade and work-in Progress

(40.485)

(245.613)

Consumption of raw materials

2235.456

6787.440

Power and Fuel

95.822

319.336

Employee Cost

109.943

393.171

Depreciation

21.175

85.850

Other Expenditure

183.506

425.208

Total Expenditure

2605.417

7765.392

 

 

 

Profit from Operations before Other Income and Interest

575.662

1646.881

Other Income

28.543

101.160

Profit Before Interest

604.205

1748.041

Interest

(3.311)

(8.580)

Profit before Tax

607.516

1756.621

Tax Expenses (including current tax, deferred taxation, fringe benefit tax and prior period adjustments for the period)

171.861

541.861

Net Profit for the period

435.655

1214.760

 

 

 

Paid- up Equity Share Capital

(Face value of the share – Rs. 10)

181.783

181.783

Reserves excluding revaluation reserves (as per last audited balance sheet)

----

4057.105

Basic and diluted Earnings per share for the period, for the year to date (not annualized) and for the previous year – Rs.

2.40

6.68

 

 

 

Public shareholding

 

 

Number of Shares

66696080

66696080

Percentage of Shareholding

36.69%

36.69%

Promoters and promoter group shareholding

 

 

a)       Pledged / Encumbered

Number of Shares

Percentage of Shares

(as a % of the total shareholding of promoter

and promoter group)

Percentage of Shares

(as a % of the total share capital of the

company)

 

b)       Non - encumbered

Number of Shares

Percentage of Shares

(as a % of the total shareholding of promoter

and promoter group)

Percentage of Shares

(as a % of the total share capital of the

company)

 

187000

0.16

 

 

0.10

 

 

 

 

114900010

99.84

 

 

63.21

 

 

 

187000

0.16

 

 

0.10

 

 

 

 

114900010

99.84

 

 

63.21

 

 

SEGMENT REVENUE, RESULTS AND CAPITAL EMPLOYED

(Rs. in millions)

Sl.

No.

 

 

Particulars

 

Quarter Ended

Quarter Ended

 

31.03.2011

31.03.2011

 

(audited)

(audited)

1

 

Segment Revenue (Net of Excise & Other Taxes)

 

 

 

 

 

 

 

 

 

a) Heavy Engineering Division

3075.707

9121.819

 

 

b) Steel Foundry

482.490

1659.642

 

 

 

 

 

 

 

Total

3558.197

10781.461

 

 

 

 

 

 

 

Less : Inter Segment Revenue (Net of Excise)

396.660

1395.954

 

 

 

 

 

 

 

Net Sales / Income from Operation

3161.537

9385.507

 

 

 

 

 

2

 

Segment Results (Net Profit(+)/Loss(-) before Tax & Interest from each Segment)

 

 

 

 

 

 

 

 

 

a) Heavy Engineering Division

555.828

1552.499

 

 

b) Steel Foundry

48.377

195.542

 

 

 

 

 

 

 

Total

604.205

1748.041

 

 

 

 

 

 

 

Less :Interest

(3.311)

(8.580)

 

 

 

 

 

 

 

Total Profit Before Tax

607.516

1756.621

 

 

 

 

 

3

 

Capital Employed (Segment Assets - Segment Liabilities)  

 

 

 

 

 

 

 

 

 

a) Heavy Engineering Division

1222.481

1222.481

 

 

b) Steel Foundry

701.509

701.509

 

 

STATEMENT OF ASSEST AND LIABILITIES, AS PER CLAUSE 41(V) OFLISTING AGREEMENT

 

STATEMENT OF ASSETS AND LIABILITIES

 

31.03.2011 AUDITED

SHAREHOLDERS FUNDS

 

1] Share Capital

181.783

2] Employees Stock Option Outstanding 

3.561

3] Reserves & Surplus

4181.306

LOAN FUNDS

972.000

 

 

TOTAL

5338.650

 

 

APPLICATION OF FUNDS

 

FIXED ASSETS [Net Block]

1065.851

INVESTMENT

2618.538

DEFERREX TAX ASSETS

17.139

 

 

CURRENT ASSETS, LOANS & ADVANCES

 

Inventories

2157.422

Sundry Debtors

2197.716

Cash and Bank Balances

27.511

Loans and Advances

696.279

Other Current Assets

4.320

Total Current Assets

5083.248

 

 

Less : CURRENT LIABILITIES & PROVISIONS

 

Current Liabilities

3387.696

Provisions

58.430

Total Current Liabilities

3446.126

Net Current Assets

1637.122

 

 

TOTAL

5338.650

 

Notes:

 

1.       In view of the satisfactory working results during the year, the Board of Directors has recommended a dividend of Rs.1/- per Equity share of Rs. 1/- each (100%).

2.       This statement has been reviewed and recommended by the Audit Committee and approved by the Board of Directors at its meeting held on 23rd May, 2011.

3.       Total income for Q4 and for the year does not include the value of the free materials of approx. Rs. 2260.000 millions and Rs. 4670.000 millions respectively provided to the Company by Indian Railways and other customers for some major contracts.

4.       The results for the current quarter and year ended 31st March, 2011 are for ‘Tex Rail” after giving effect to the scheme of Arrangement with Texmaco Limited as approved by the Hon’ble High Court, Calcutta whereby its Heavy Engineering and Steel Foundry business was demerged to the company with Appointed date of 1st April, 2010. Accordingly the previous years figures are not comparable with the current quarter/period. However, the derived key numbers for the previous quarter/year for the demerged Heavy Engineering and Steel Foundry business of Texmaco Limited are as under:-

(Rs. In Millions)

Particulars

For the 4th Quarter Ended 31st March 2010

For The Year ended 31st March 2010

Gross Sales

3119.338

11131.886

Profit Before Interest, Deprecation and Tax

413.276

1409.567

Profit Before Tax

406.396

1300.806

Profit After Tax

244.092

841.603

 

5.       There was no investors complaint pending at the beginning of the Quarter. No complaints were received during the period upto 31st March 2011.

 

 

WEB SIDE DETAILS

 

NEWS

 

PRESS RELEASE

 

The Economic Times, Kolkata Edition, Date :26.05.2011


Railway Order Hopes Drive up Texmaco Shares

 
Some brokerages are pushing Texmaco Rail and Engineering to clients after a gap encouraged by the company’s fourth quarter earnings beat analysts’ estimates. Investors are betting on Texmaco on hopes that the company would get a significant chunk of an upcoming tender from Indian Railways to make 18,000 wagons. The company has an order-book to manufacture 3,500 wagons, analysts said. The stock, which was frozen at 20% upper circuit of 31.50 on Wednesday, has fallen 52% so far in 2011 against the 13% drop in BSE-500 index. Analysts said investors have generally stayed away from companies in the rail sector since 2009 after Lalu Prasad Prasad’s successful stint as railways minister during which he is credited to have turned around Indian Railways.

 


CMT REPORT (Corruption, Money Laundering & Terrorism]

 

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

 

1]         INFORMATION ON DESIGNATED PARTY

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

 

2]         Court Declaration :

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

 

3]         Asset Declaration :

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

 

4]         Record on Financial Crime :

            Charges or conviction registered against subject:                                                              None

 

5]         Records on Violation of Anti-Corruption Laws :

            Charges or investigation registered against subject:                                                          None

 

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

            Charges or investigation registered against subject:                                                          None

 

7]         Criminal Records

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

 

8]         Affiliation with Government :

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

 

9]         Compensation Package :

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

 

10]        Press Report :

            No press reports / filings exists on the subject.

 

 

 

 

CORPORATE GOVERNANCE

 

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

 

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

 

 

CONTRAVENTION

 

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

 

 

FOREIGN EXCHANGE RATES

 

Currency

Unit

Indian Rupees

US Dollar

1

Rs.44.61

UK Pound

1

Rs.73.28

Euro

1

Rs.65.47

 


 

SCORE & RATING EXPLANATIONS

 

SCORE FACTORS

 

RANGE

POINTS

HISTORY

1~10

5

PAID-UP CAPITAL

1~10

5

OPERATING SCALE

1~10

4

FINANCIAL CONDITION

 

 

--BUSINESS SCALE

1~10

4

--PROFITABILIRY

1~10

2

--LIQUIDITY

1~10

4

--LEVERAGE

1~10

3

--RESERVES

1~10

--

--CREDIT LINES

1~10

3

--MARGINS

-5~5

--

DEMERIT POINTS

 

 

--BANK CHARGES

YES/NO

NO

--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

 

30

 

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.