MIRA
INFORM REPORT
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Report Date : |
02.03.2011 |
IDENTIFICATION DETAILS
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Name : |
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Formerly Known
As : |
MOTHERSON ADVANCED AUTOMOBILES SOLUTIONS PRIVATE LIMITED |
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Registered
Office : |
2nd Floor, F-7, Block B-1, Mohan Co-operative Industrial
Estate, |
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Country : |
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Financials (as
on) : |
31.03.2010 |
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Date of
Incorporation : |
09.12.2004 |
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Com. Reg. No.: |
55-131101 |
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CIN No.: [Company Identification
No.] |
U74899DL2004PLC131101 |
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TAN No.: [Tax Deduction &
Collection Account No.] |
DELM13210B |
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PAN No.: [Permanent Account No.] |
AAECM2630F |
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Legal Form : |
A closely held Public Limited Liability Company |
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Line of Business
: |
Importer of Air
Conditioner |
RATING & COMMENTS
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MIRA’s Rating : |
B (28) |
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RATING |
STATUS |
PROPOSED CREDIT LINE |
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26-40 |
B |
Capability to overcome financial difficulties seems comparatively
below average. |
Small |
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Maximum Credit Limit : |
USD 330000 |
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Status : |
Moderate |
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Payment Behaviour : |
Slow |
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Litigation : |
Clear |
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Comments : |
Subject is an established company having moderate track. The company
has successful in wiping off the accumulated losses of previous years. Trade
relations are reported as fair. Business is active. Payments are reported to
be slow. The company can be considered for business dealings with some caution. |
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) |
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A1 |
A1 |
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Risk Category |
ECGC
Classification |
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Insignificant |
A1 |
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Low |
A2 |
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Moderate |
B1 |
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High |
B2 |
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Very High |
C1 |
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Restricted |
C2 |
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Off-credit |
D |
LOCATIONS
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Registered Office : |
2nd Floor, F-7, Block B-1, Mohan Co-operative Industrial
Estate, |
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Tel. No.: |
91-11-40555940 |
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Fax No.: |
91-11-40555940 |
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E-Mail : |
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Website : |
DIRECTORS
As On 11.05.2010
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Name : |
Mr. Ashok Tandon |
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Designation : |
Director |
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Address : |
H1, A1, 41, DLF, |
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Date of Birth/Age : |
20.02.1951 |
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Date of Appointment : |
09.12.2004 |
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Name : |
Mr. Nagarajan Ramanathan |
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Designation : |
Director |
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Address : |
2, Medha Apartments, Mayur Vihar Ph – 1, |
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Date of Birth/Age : |
03.02.1958 |
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Date of Appointment : |
18.10.2006 |
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Name : |
Mr. Helmut Jakob Zanker |
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Designation : |
Director |
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Address : |
D-82152 Planegg Hutfeldstrasse 15, Planegg – 162408, |
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Date of Birth/Age : |
02.12.1956 |
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Date of Appointment : |
18.10.2006 |
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Name : |
Mr. Gerhart Wiencke |
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Designation : |
Director |
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Address : |
The |
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Date of Birth/Age : |
04.02.1966 |
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Date of Appointment : |
18.10.2006 |
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Name : |
Mr. Jens Hartwig Arnold |
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Designation : |
Directors |
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Address : |
Huebschenrieder Strasse, 11 Diessen AM Ammersee - 66911, |
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Date of Birth/Age : |
25.01.1966 |
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Date of Appointment : |
29.04.2008 |
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Name : |
Mr. Manoj Maheshwari |
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Designation : |
Director |
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Address : |
A-5/B-129, A5-B SFS Flats Near Avtar Enclave Paschim Vihar, |
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Date of Birth/Age : |
13.11.1971 |
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Date of Appointment : |
15.12.2009 |
KEY EXECUTIVES
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Name : |
Mr. Manish Maheshwari |
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Designation : |
Secretary |
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Address : |
A-5/B-129, A5-B SFS Flats Near Avtar Enclave Paschim Vihar, |
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Date of Birth/Age : |
17.03.1977 |
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Date of Appointment : |
20.03.2009 |
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Name : |
Mr. Raghunandan Bommanahalli Anantharama Shetty |
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Designation : |
Manager |
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Address : |
M 305, Ajnara Apartments, Sector – 4, |
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Date of Birth/Age : |
11.03.1976 |
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Date of Appointment : |
01.04.2009 |
MAJOR SHAREHOLDERS / SHAREHOLDING PATTERN
AS ON 11.05.2010
|
Names of Shareholders |
|
No. of Shares |
|
Samvardhana Motherson Finance Limited, |
|
2988500 |
|
Ashok Tandon |
|
100 |
|
Chandra Panda |
|
100 |
|
Lakshi Vaaman Sehgal |
|
100 |
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Manoj Maheshwari |
|
100 |
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Renu Sehgal |
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100 |
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Spheros GMBH, |
|
3111000 |
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Total |
|
6100000 |
Preference Shares as On 17.06.2009
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Names of
Shareholders |
|
No.
of Shares |
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Spheros GMBH, |
|
969000 |
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Samvardhana Motherson Finance Limited, |
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931000 |
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Total |
|
1900000 |
AS ON 11.05.2010
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Equity Share
Breakup |
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Percentage of
Holding |
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Category |
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Foreign holdings [Foreign institutional investors, Foreign Companies, Foreign Financial Institutions, Non-resident Indian or Overseas corporate bodies or others] |
|
51.00 |
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Bodies corporate |
|
48.99 |
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Other top fifty shareholders |
|
0.01 |
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Total
|
100.00 |
BUSINESS DETAILS
|
Line of Business : |
Importer of Air
Conditioner |
PRODUCTION STATUS AS ON 31.03.2010
|
Particulars |
Unit |
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Actual
Production |
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Air Conditioners |
Nos. |
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|
1348 |
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Roof Hatches |
Nos. |
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|
7057 |
GENERAL INFORMATION
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Bankers : |
Axis Bank Limited, B-2 and B-3, Sector – 16, Noida – 201301, |
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Facilities : |
Note: * secured by
guarantee given by Spheros GmbH, the holding company. |
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Banking
Relations : |
-- |
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Auditors : |
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Name : |
Price Waterhouse Chartered Accountant |
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Address : |
Building 8, 7th and 8th Floor, Tower B, |
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Holding Company : |
Spheros GMBH, |
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Joint Venture Company : |
Samvardhana Motherson Finance Limited |
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Fellow Subsidiaries : |
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CAPITAL STRUCTURE
AS ON 31.03.2010
Authorised Capital :
|
No. of Shares |
Type |
Value |
Amount |
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|
|
|
|
|
6100000 |
Equity Shares |
Rs.10/- each |
Rs.61.000 Millions |
|
1900000 |
5% Optionally Convertible Cumulative Redeemable Preference
Shares |
Rs.10/- each |
Rs.19.000 Millions |
|
|
Total |
|
Rs.80.000
millions |
Issued, Subscribed & Paid-up Capital :
|
No. of Shares |
Type |
Value |
Amount |
|
|
|
|
|
|
6100000 |
Equity Shares |
Rs.10/- each |
Rs.61.000
Millions |
|
1900000 |
5% Optionally Convertible Cumulative Redeemable Preference
Shares |
Rs.10/- each |
Rs.19.000 Millions |
|
|
Total |
|
Rs.80.000
millions |
Of the above, 3,111,000 [Previous year - 3,111,000] Equity Shares and 969,000 [Previous year - 969,000] Preference Shares are held by Spheros GmbH, the Holding Company.
Note:
Issued on October 18, 2006 and are convertible at the option of the Board of Directors after the expiry of 3 years but not later than 20 years from the date of allotment at a conversion ratio of 1 Equity Share of Rs. 10/- each for 1 Preference share of Rs. 10/- each.
Redeemable on the 20th anniversary of the issue date, unless previously converted into Equity Shares.
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 |
80.000 |
80.000 |
40.000 |
|
|
2] Share Application Money |
0.000 |
0.000 |
0.000 |
|
|
3] Reserves & Surplus |
4.015 |
0.000 |
0.000 |
|
|
4] (Accumulated Losses) |
0.000 |
(27.179) |
(17.613) |
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|
NETWORTH |
84.015 |
52.821 |
22.387 |
|
|
LOAN FUNDS |
|
|
|
|
|
1] Secured Loans |
0.000 |
0.000 |
0.000 |
|
|
2] Unsecured Loans |
0.000 |
32.856 |
12.750 |
|
|
TOTAL BORROWING |
0.000 |
32.856 |
12.750 |
|
|
DEFERRED TAX LIABILITIES |
0.000 |
0.000 |
0.000 |
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|
|
|
|
|
|
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TOTAL |
84.015 |
85.677 |
35.137 |
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APPLICATION OF FUNDS |
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|
|
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FIXED ASSETS [Net Block] |
8.249 |
8.605 |
3.221 |
|
|
Capital work-in-progress |
0.000 |
0.000 |
0.074 |
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|
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INVESTMENT |
0.000 |
0.181 |
0.000 |
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DEFERREX TAX ASSETS |
2.005 |
0.000 |
0.000 |
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|
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CURRENT ASSETS, LOANS & ADVANCES |
|
|
|
|
|
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Inventories |
112.878
|
56.048 |
36.170 |
|
|
Sundry Debtors |
48.864
|
62.305 |
21.295 |
|
|
Cash & Bank Balances |
49.597
|
3.176 |
0.479 |
|
|
Other Current Assets |
0.000
|
0.000 |
0.000 |
|
|
Loans & Advances |
22.306
|
8.085 |
4.917 |
|
Total
Current Assets |
233.645
|
129.614 |
62.861 |
|
|
Less : CURRENT
LIABILITIES & PROVISIONS |
|
|
|
|
|
|
Sundry Creditors |
135.407
|
50.260 |
30.101 |
|
|
Other Current Liabilities |
4.499
|
0.623 |
0.615 |
|
|
Provisions |
19.978
|
1.840 |
0.303 |
|
Total
Current Liabilities |
159.884
|
52.723 |
31.019 |
|
|
Net Current Assets |
73.761
|
76.891 |
31.842 |
|
|
|
|
|
|
|
|
MISCELLANEOUS EXPENSES |
0.000 |
0.000 |
0.000 |
|
|
|
|
|
|
|
|
TOTAL |
84.015 |
85.677 |
35.137 |
|
PROFIT & LOSS
ACCOUNT
|
|
PARTICULARS |
31.03.2010 |
31.03.2009 |
31.03.2008 |
|
|
|
SALES |
|
|
|
|
|
|
|
Income |
555.749 |
144.807 |
66.407 |
|
|
|
Other Income |
1.920 |
0.115 |
0.061 |
|
|
|
TOTAL (A) |
557.669 |
144.922 |
66.468 |
|
|
|
|
|
|
|
|
Less |
EXPENSES |
|
|
|
|
|
|
|
Raw Materials and Components Consumed |
390.065 |
110.744 |
0.000 |
|
|
|
(Increased) / Decreased in Inventory |
15.977 |
(9.529) |
0.000 |
|
|
|
Personal Expenses |
19.018 |
11.941 |
0.000 |
|
|
|
Selling, Operating and Other Expenses |
73.898 |
36.492 |
73.058 |
|
|
|
TOTAL (B) |
498.958 |
149.648 |
73.058 |
|
|
|
|
|
|
|
|
Less |
PROFIT
BEFORE INTEREST, TAX, DEPRECIATION AND AMORTISATION (A-B) (C) |
58.711 |
(4.726) |
(6.590) |
|
|
|
|
|
|
|
|
|
Less |
FINANCIAL
EXPENSES (D) |
4.448 |
2.765 |
0.723 |
|
|
|
|
|
|
|
|
|
|
PROFIT
BEFORE TAX, DEPRECIATION AND AMORTISATION (C-D) (E) |
54.263 |
(7.491) |
(7.313) |
|
|
|
|
|
|
|
|
|
Less/ Add |
DEPRECIATION/
AMORTISATION (F) |
3.436 |
1.615 |
0.884 |
|
|
|
|
|
|
|
|
|
|
PROFIT BEFORE
TAX (E-F) (G) |
50.826 |
(9.106) |
(8.197) |
|
|
|
|
|
|
|
|
|
Less |
TAX (I) |
8.695 |
0.460 |
0.193 |
|
|
|
|
|
|
|
|
|
|
PROFIT AFTER TAX
(G-I) (J) |
42.131 |
(9.566) |
(8.390) |
|
|
|
|
|
|
|
|
|
Add |
PREVIOUS
YEARS’ BALANCE BROUGHT FORWARD |
(27.179) |
(17.613) |
(9.222) |
|
|
|
|
|
|
|
|
|
Less |
APPROPRIATIONS |
|
|
|
|
|
|
|
Proposed Dividend on Equity Shares |
6.100 |
0.000 |
0.000 |
|
|
|
Dividend on Redeemable Preferences Shares |
3.279 |
0.000 |
0.000 |
|
|
|
Tax on Dividend |
1.558 |
0.000 |
0.000 |
|
|
BALANCE CARRIED
TO THE B/S |
4.015 |
(27.179) |
(17.613) |
|
|
|
|
|
|
|
|
|
|
EARNINGS IN
FOREIGN CURRENCY |
|
|
|
|
|
|
|
Export Earnings |
2.681 |
2.528 |
2.891 |
|
|
TOTAL EARNINGS |
2.681 |
2.528 |
2.891 |
|
|
|
|
|
|
|
|
|
|
IMPORTS |
|
|
|
|
|
|
|
Raw Materials |
175.562 |
43.812 |
30.440 |
|
|
TOTAL IMPORTS |
175.562 |
43.812 |
30.440 |
|
|
|
|
|
|
|
|
|
|
Earnings Per
Share (Rs.) |
6.73 |
(3.28) |
(12.39) |
|
KEY RATIOS
|
PARTICULARS |
|
31.03.2010 |
31.03.2009 |
31.03.2008 |
|
PAT / Total Income |
(%) |
7.55
|
(6.60) |
(12.62) |
|
|
|
|
|
|
|
Net Profit Margin (PBT/Sales) |
(%) |
9.14
|
(6.28) |
(12.34) |
|
|
|
|
|
|
|
Return on Total Assets (PBT/Total Assets} |
(%) |
21.01
|
(6.58) |
(12.40) |
|
|
|
|
|
|
|
Return on Investment (ROI) (PBT/Networth) |
|
0.60
|
(0.17) |
(0.37) |
|
|
|
|
|
|
|
Debt Equity Ratio (Total Liability/Networth) |
|
1.90
|
1.62 |
1.95 |
|
|
|
|
|
|
|
Current Ratio (Current Asset/Current Liability) |
|
1.46
|
2.45 |
2.02 |
LOCAL AGENCY FURTHER INFORMATION
Note : Registered Office
of the company has been shifted from 43, Community Centre Bhageria House, New
Friends Colony,
OPERATIONS
During the year, the company has successfully executed the
biggest order from Tata Marcopolo Motors Limited for 700 units of Aerosphere
400 for DTC - Commonwealth Games, which are scheduled to be held in
The Company is also working with Tata Marcopolo Motors Limited. on the next generation vehicle based on Hybrid Technology. Proto trials of the same are expected to be completed by October 2010 and SOP is expected by January 2011. We are also on the verge of introduction of scroll compressors for LCV vehicles.
All Major State Transport Undertakings in
Major Bus OEMs like TMML, Ashok Leyland, and Eicher are using the products in their premium segment vehicles which are being exported to various countries.
The Company has also launched a new product during the year in the Indian Bus market, i.e, Roof Hatch with Ventilator Fan, and has placed the same as a premium product in its category. The same has also been localized during the year to the extent of 75% of material content.
The company was also awarded with TS 16949 certification for wide customer recognition for our product quality which is required for automotive application.
FORM 8:
|
Corporate
identity number of the company |
U74899DL2004PLC131101 |
|
Name of the
company |
Spheros Motherson
Thermal System Limited |
|
Address of the
registered office or of the principal place of business in |
2nd Floor, F-7,
Block B-1, Mohan Cooperative Industrial Estate, |
|
This form is for |
Creation of
charge |
|
Type of charge |
Book Debts Movable Property Floating Charge Others |
|
Particular of
charge holder |
Axis Bank Limited, B-2 and B-3, Sector – 16, Noida – 201301, |
|
Nature of
instrument creating charge |
Sanctioned Letter
No AXISB/NZO/SME/2009-10/2040 dated 25th July, 2009 and modification letter No
AXISB / NZO / SME / 2009-10 / dated 28.07.2009 Letter of
Arrangement - cash credit advance dated 28th July, 2009 Composite
Hypothecation Deed dated 28th July, 2009 |
|
Date of
instrument Creating the charge |
28.07.2009 |
|
Amount secured by
the charge |
Rs.33.000
Millions |
|
Brief of the
principal terms an conditions and extent and operation of the charge |
Rate of Interest BPLR-2.50% i.e.
12.25% payable monthly, subject to change from time to time Letter of credit
- as per bank's/FEDAI guidelines Bank Guarantee -
Bank's Standard Charges Terms of
Repayment Cash credit - On
Demand Letter of credit
- usance not to exceed 90 days Bank Guarantee -
up to a maximum tenor of 60 monthly (including claim period) Margin Cash Credit: Inventory-25% Book Debts-25%
(Not to exceed 90days) Letter of credit
: 15% in the form
of TDR duly discharged & under Lien of the Bank 100% margin to be
obtained in respect of disputed liabilities Bank Guarantee: 10% in the form
of TDR duly discharged and under Lien of the Bank 100% margin to be
obtained in respect of disputed liabilities Extent and
Operation of the charge Exclusive first
charge of entire current and movable fixed assets of the Company both present
and future |
|
Short particulars
of the property charged |
Exclusive fixed
charge on entire current assets and movable fixed assets both Present and
future |
FIXED ASSETS:
- Plant and Machinery
- Motors
- Furniture and Fixtures
- Office Equipments
- Computers
- Vehicles
CMT REPORT (Corruption, Money Laundering & Terrorism]
The Public Notice information has been collected from various sources
including but not limited to: The Courts,
1] INFORMATION ON
DESIGNATED PARTY
No records exist designating subject or any of its beneficial owners,
controlling shareholders or senior officers as terrorist or terrorist
organization or whom notice had been received that all financial transactions
involving their assets have been blocked or convicted, found guilty or against
whom a judgement or order had been entered in a proceedings for violating
money-laundering, anti-corruption or bribery or international economic or
anti-terrorism sanction laws or whose assets were seized, blocked, frozen or
ordered forfeited for violation of money laundering or international
anti-terrorism laws.
2] Court Declaration :
No records exist to suggest that subject is
or was the subject of any formal or informal allegations, prosecutions or other
official proceeding for making any prohibited payments or other improper
payments to government officials for engaging in prohibited transactions or
with designated parties.
3] Asset Declaration :
No records exist to suggest that the property or assets of the subject
are derived from criminal conduct or a prohibited transaction.
4] Record on Financial
Crime :
Charges or conviction
registered against subject: None
5] Records on Violation of
Anti-Corruption Laws :
Charges or
investigation registered against subject: None
6] Records on Int’l
Anti-Money Laundering Laws/Standards :
Charges or
investigation registered against subject: None
7] Criminal Records
No
available information exist that suggest that subject or any of its principals have
been formally charged or convicted by a competent governmental authority for
any financial crime or under any formal investigation by a competent government
authority for any violation of anti-corruption laws or international anti-money
laundering laws or standard.
8] Affiliation with
Government :
No record
exists to suggest that any director or indirect owners, controlling
shareholders, director, officer or employee of the company is a government
official or a family member or close business associate of a Government
official.
9] Compensation Package :
Our market
survey revealed that the amount of compensation sought by the subject is fair
and reasonable and comparable to compensation paid to others for similar
services.
10] Press Report :
No press reports / filings exists on
the subject.
CORPORATE GOVERNANCE
MIRA INFORM as part of its Due Diligence do provide comments on
Corporate Governance to identify management and governance. These factors often
have been predictive and in some cases have created vulnerabilities to credit
deterioration.
Our Governance Assessment focuses principally on the interactions
between a company’s management, its Board of Directors, Shareholders and other
financial stakeholders.
CONTRAVENTION
Subject is not known to have contravened any existing local laws,
regulations or policies that prohibit, restrict or otherwise affect the terms
and conditions that could be included in the agreement with the subject.
FOREIGN EXCHANGE RATES
|
Currency |
Unit
|
Indian Rupees |
|
US Dollar |
1 |
Rs.45.12 |
|
|
1 |
Rs.73.43 |
|
Euro |
1 |
Rs.62.32 |
SCORE & RATING EXPLANATIONS
|
SCORE FACTORS |
RANGE |
POINTS |
|
HISTORY |
1~10 |
4 |
|
PAID-UP CAPITAL |
1~10 |
3 |
|
OPERATING SCALE |
1~10 |
4 |
|
FINANCIAL CONDITION |
|
|
|
--BUSINESS SCALE |
1~10 |
3 |
|
--PROFITABILIRY |
1~10 |
3 |
|
--LIQUIDITY |
1~10 |
3 |
|
--LEVERAGE |
1~10 |
3 |
|
--RESERVES |
1~10 |
2 |
|
--CREDIT LINES |
1~10 |
3 |
|
--MARGINS |
-5~5 |
-- |
|
DEMERIT POINTS |
|
|
|
--BANK CHARGES |
YES/NO |
YES |
|
--LITIGATION |
YES/NO |
NO |
|
--OTHER ADVERSE INFORMATION |
YES/NO |
NO |
|
MERIT POINTS |
|
|
|
--SOLE DISTRIBUTORSHIP |
YES/NO |
NO |
|
--EXPORT ACTIVITIES |
YES/NO |
YES |
|
--AFFILIATION |
YES/NO |
YES |
|
--LISTED |
YES/NO |
NO |
|
--OTHER MERIT FACTORS |
YES/NO |
YES |
|
TOTAL |
|
28 |
This score serves as a reference to assess SC’s credit risk
and to set the amount of credit to be extended. It is calculated from a composite
of weighted scores obtained from each of the major sections of this report. The
assessed factors and their relative weights (as indicated through %) are as
follows:
Financial
condition (40%) Ownership
background (20%) Payment
record (10%)
Credit history
(10%) Market trend
(10%) Operational
size (10%)
RATING EXPLANATIONS
|
RATING |
STATUS |
PROPOSED CREDIT LINE |
|
|
>86 |
Aaa |
Possesses an extremely sound financial base with the strongest capability
for timely payment of interest and principal sums |
Unlimited |
|
71-85 |
Aa |
Possesses adequate working capital. No caution needed for credit
transaction. It has above average (strong) capability for payment of interest
and principal sums |
Large |
|
56-70 |
A |
Financial & operational base are regarded healthy. General
unfavourable factors will not cause fatal effect. Satisfactory capability for
payment of interest and principal sums |
Fairly Large |
|
41-55 |
Ba |
Overall operation is considered normal. Capable to meet normal
commitments. |
Satisfactory |
|
26-40 |
B |
Capability to overcome financial difficulties seems comparatively
below average. |
Small |
|
11-25 |
Ca |
Adverse factors are apparent. Repayment of interest and principal sums
in default or expected to be in default upon maturity |
Limited with
full security |
|
<10 |
C |
Absolute credit risk exists. Caution needed to be exercised |
Credit not
recommended |
|
-- |
NB |
New Business |
-- |
This report is issued at your request without any
risk and responsibility on the part of MIRA INFORM PRIVATE LIMITED (MIPL)
or its officials.