MIRA INFORM REPORT

 

 

Report Date :

16.03.2011

 

IDENTIFICATION DETAILS

 

Name :

FORBES AND COMPANY LIMITED  (w.e.f. 02.11.2007)

 

 

Formerly Known As :

FORBES GOKAK LIMITED

 

 

Registered Office :

Forbes Building, Charanjit Rai Marg, Fort, Mumbai – 400 001, Maharashtra

 

 

Country :

India

 

 

Financials (as on) :

31.03.2010

 

 

Date of Incorporation :

18.11.1919

 

 

Com. Reg. No.:

11-628

 

 

CIN No.:

[Company Identification No.]

L17110MH1919PLC000628

 

 

TAN No.:

[Tax Deduction & Collection Account No.]

MUMF01185C

 

 

Legal Form :

A Public Limited liability company.  The company’s shares are listed on the Stock Exchanges.

 

 

Line of Business :

Subject is engaged in engineering, motors manufacturing, logistics services, personal wear and real estate.

 

 

RATING & COMMENTS

 

MIRA’s Rating :

A (62)

 

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 5300000

 

 

Status :

Good

 

 

Payment Behaviour :

Regular

 

 

Litigation :

Clear

 

 

Comments :

Subject is a well established and a reputed company having fine track. Financial position of the company appears to be sound. Trade relations are reported as fair. Business is active. Payments are reported to be regular and as per commitments.

 

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 :

 

Forbes Building, Charanjit Rai Marg, Fort, Mumbai – 400 001, Maharashtra, India

Tel. No.:

91-22-22008081-8100 / 22002273 / 22002274 / 22002275 / 40749191

Fax No.:

91-22-22007378/22007933/22094895/22005281 / 40749102

E-Mail :

wed.bom1@forbesgokak.sprintrpg.ems.vsnl.net.in

vijvar@hotmail.com

g.mukharji@forbesgokak.sprintrpg.ems.vsnl.net.in

ashok.shah@forbes.co.in 

Website :

http://www.totem-forbes.com

 

 

Collection Center  :

Tata Consultancy Services, 23 Union Co-operative Insurance Building (Meherwan), Sir P. M. Road, Fort, Mumbai – 400 001, Maharashtra

 

 

Factory 1 :

AURANGABAD:

 

A-7, M.I.D.C. Area, Chikalthana, Aurangabad – 431 210, Maharashtra

 

 

Factory 2 :

Chandivali Estate, Kurla – Powai Road, Mumbai – 400 072, Maharashtra

Tel. No.:

91-22-28521861-62

Fax No.:

91-22-28521799

 

 

Factory 3 :

Plot No. C - 17, Road No.16, Wagle Industrial Estate, Thane 400 604

 

 

Mills :

  • Gokak Falls, District Belgaum – 591 308, Karnataka

 

  • Vadodara – 390 005, Gujarat

 

 

Container Freight Stations:

 

 

 

Maharashtra Nhava Sheva:

Veshvi, Post – Dighode, Taluka – Uran, Dist. Raigad

 

 

Gujarat Mundra:

Bharat Cfs Zone 1, Old Port Road Mp And Sez, Mundra 370 421

 

 

DIRECTORS

 

AS ON 31.03.2010

 

Name :

Mr. Pallonji S. Mistry

Designation :

Chairman Emeritus

Date of Birth/Age :

01st June, 1929

Date of Appointment :

20th February, 2002

Qualification :

Inter Arts

Other Directorships :-

v      Afcons Infrastructure Limited

v      Cyrus Investments Limited

v      Shapoorji Pallonji and Company Limited

v      Shapoorji Pallonji Infrastructure Capital Company Limited

v      Shapoorji Pallonji Power Company Limited

v      Tata Sons Limited

v      Tata International Limited

v      Tata Investment Corporation Limited

v      Tata Housing Development Company Limited

v      United Moors (India) Limited

 

 

Name :

Mr. Shapoor P Mistry

Designation :

Chairman

 

 

Name :

Mr. Ashok Bharat

Designation :

Managing Director

 

 

Name :

Mr. Cyrus P. mistry

Designation :

Director

 

 

Name :

Mr. D.B. Engineer

Designation :

Director

 

 

Name :

Mr. D. S. Soman

Designation :

Director

Date of Birth/Age :

08.05.1930

Date of Appointment :

28.09.1992

Qualification :

IPS (Retired)

Other Directorships :-
  • Ruby Mills Limited
  • Vashisti Detergents Limited

 

 

Name :

Mr. N. D. Khurody

Designation :

Director

Date of Birth/Age :

26.10.1936

Date of Appointment :

17.03.2004

Qualification :

M.A.(Economics) Cambridge University

Other Directorships :-
  • Auto Aircon (India) Limited
  • Eureka Forbes Limited
  • RDI Print and Publishing Limited
  • Samrat Holdings Limited
  • Voltas Limited

 

 

Name :

Mr. R. N. Jha

Designation :

Director

Date of Birth/Age :

02nd July, 1939

Date of Appointment :

27th March, 1998

Qualification :

B.A.(Hons)

Other Directorships :-

HGI Industries Limited

 

 

Name :

Mr. S L Goklaney

Designation :

Director

 

 

Name :

Mr. T. R. Doongaji

Designation :

Director

 

 

KEY EXECUTIVES

 

Name :

Mr. A. T. Shah

Designation :

Company Secretary

 

 

Name :

Mr. Amit Mittal

Designation :

Director (Finance)

 

 

Name :

Mr. C. A. Karnik

Designation :

Director (Human Resources)

 

 

Name :

Mr. Dilip Sangle (From 12.10.2009)

Designation :

Director (Engineering)

 

 

Name :

Mr. Sanjiv Vaidya (from 11.03.2010)

Designation :

Director (Shipping and Logistrics)

 

 

MAJOR SHAREHOLDERS / SHAREHOLDING PATTERN

 

(AS ON 31.12.2010)

 

Names of Shareholders

No. of Shares

Percentage of Holding

(A) Shareholding of Promoter and Promoter Group

 

 

(1) Indian

 

 

Bodies Corporate

9461691

73.35

 

 

(2) Foreign

 

 

 

 

 

(B) Public Shareholding

 

 

(1) Institutions

 

 

Mutual Funds / UTI

43123

0.33

Financial Institutions / Banks

20435

0.16

Central Government / State Government(s)

110343

0.86

Insurance Companies

624819

4.84

Foreign Institutional Investors

1055305

8.18

 

 

(2) Non-Institutions

 

 

Bodies Corporate

177069

1.37

 

 

 

Individuals

 

 

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

1356036

10.51

 

 

 

Any Others (Specify)

 

 

Trusts

1180

0.01

            Directors and there Relatives and Friends

385

--

            Overseas Corporate Bodies

48230

0.037

 

 

Total

12898616

100.00

 

 

BUSINESS DETAILS

 

Line of Business :

Subject is engaged in engineering, motors manufacturing, logistics services, personal wear and real estate.

 

 

Products :

Item Code No. (ITC Code)

Product Description

820790

Carbide Tools

N.A.

Shipping Agencies

820740

Threading Tools

 

PRODUCTION STATUS [AS ON 31.03.2010]

 

Particulars

Unit

Licensed Capacity

Installed Capacity

Actual Production

Threading Tools

Nos.

12200000

7560000

5657203

Carbide Tools

Nos.

1100000

524400

380921

Spring Washers (see Footnote 4)

M.T.

350

1500

1159

Cutting Tools

Nos.

--

--

--

Other Traded Tools Instruments (see Footnote 3)

--

--

--

--

Safety Valves for Steam Turbine

Nos.

--

--

--

Printing and embossing machines:

 

 

 

 

Hand

Nos.

No Limit

20000

168

Electric Motors

Nos.

600000

600000

75125

Others:

 

 

 

 

Plates

Nos.

--

15300000

--

Plastic Cards

 

 

 

 

Precision interchangeable steel types sets along with

rotary wheels, holding devices and fixtures for composite metal indentation

Nos.

12000 sets

12000 sets

497973

Electronic Cash Register

Nos.

3000

3000

--

MICR (Magnetic Ink Character Recognition) Encoder

Nos.

1500

1500

-

Ink Jet Printers

Nos.

200

200

--

Note Counting Machines

Nos.

--

10000

--

Components and Accessories (see Footnote 3)

 

 

 

 

Other Business Automation Products (see Footnote 3)

Nos.

--

--

--

Automated Impact Markers

Nos.

--

--

--

Hand Held Terminals

 

 

 

 

CTF

 

 

 

 

Paper Shredder

 

 

 

 

Other Textile Goods (see Footnote 3)

Nos.

--

--

--

 

Footnotes:

 

1 Installed capacity has been certified by the Management and accepted by Auditors without verification, this being a technical matter.

 

2 Production is derived after reducing the aggregate of opening stock and purchases from the aggregate of closing stock and sales.

 

3 Quantity whereof is not ascertainable. (comprise diverse products in respect of which quantities cannot be practicably aggregates.)

 

4 In arriving at the quantities disclosed in metric tonnes, standard conversion factors have been used.

 

GENERAL INFORMATION

 

Bankers :
  • IDBI Bank Limited
  • Punjab National Bank
  • Standard Chartered Bank

 

 

Facilities :

 

Secured Loan

 

Rs. In Millions

31.03.2010

Rs. In Millions

31.03.2009

1. FROM BANKS:

 

 

 

a) Term Loans, secured by an exclusive first charge/hypothecation of the equipment and accessories acquired.

 

 

i) New India Co-operative Bank Limited

(Repayable within a year Rs.0.999 Millions; Previous year Rs.3.995 Millions)

0.999

4.994

ii) New India Co-operative Bank Limited

(Repayable within a year Rs.27.200 Millions; Previous year Rs.27.200 Millions)

88.400

115.600

iii) State Bank of India

(Repayable within a year Rs.12.000 Millions; Previous year Rs.12.000 Millions)

12.000

24.000

iv) Export Import Bank Of India

(Repayable within a year Rs.28.571 Millions; Previous year Rs.28.571 Millions)

57.143

85.714

b) Rupee Term Loans from Bank of India

(Secured by equitable mortgage of 11 residential flats in “Volkart House”, Mumbai)

(Repayable within a year Rs.75.000 Millions; Previous year Rs.50.000 Millions)

200.000

137.500

c) Cash Credit and Packing Credit from Banks against hypothecation of all stocks including raw material, stock-in-process, finished goods, stores and trade debtors. Cash Credit and Packing Credit from IDBI Bank amounting to Rs.0.023 Millions; (Previous year Rs.79.173 Millions) is secured by way of equitable mortgage on current and movable fixed assets and land and building of Company’s Bradma Division located at Wagle Industrial Estate, Thane.

 

 

(i) Cash Credit and Packing Credit

24.953

97.934

(ii) Demand Loan

--

210.000

d) Rupee term loan from Federal Bank Limited for container freight station project

(Secured by land at Veshvi & Mundra, hypothecated by exclusive charge on specific movable fixed assets acquired under the loan).

(Repayable within a year Rs. 50.000 Millions; Previous year Rs.50.000 Millions)

137.500

187.500

e) Rupee Term Loan from Federal Bank Limited, secured by way of mortgage of

(i) Land with all building existing and / or to be constructed thereon situated at Chandivali, village, Mumbai (excluding the land already sold to Videocon Properties Limited)

(ii) Leasehold rights on 25 acres of land leased to the Company by Gujarat Adani Port Limited, Mundra with building constructed / to be constructed thereon.

(iii) 15 acres of land at Veshvi, near JNPT, Mumbai in the name of the Company with buildings constructed / to be constructed and hypothecation of all other equipment and fixed assets acquired and to be acquired for the project.

(Repayable within a year Rs 15.000 Millions; Previous year Rs.15.000 Millions)

41.250

56.250

f) Short Term Loan from IDBI Limited (Secured by first hypothecation charge over current assets and movable fixed assets and equitable mortgage on land and building of Company’s Bradma Division located at Wagle Industrial Estate, Thane)

(Repayable within a year Rs.Nil; Previous year Rs.100.000 Millions)

--

100.000

g) Term Loan from Development Credit Bank (Secured by equitable mortgage of Commercial Land admeasuring 5 acres situated at Perungudi, Chennai).

(Repayable within a year Rs.Nil; Previous year Rs.149.895 Millions)

--

149.895

h) Working Capital Rupee Term Loan from Export Import Bank Of India (Secured by equitable mortgage on Commercial Land admeasuring 5 acres situated at Perungudi, Chennai. Creation of security is pending).

(Repayable with in a year Rs.Nil; Previous year Rs.Nil)

 

150.000

--

 

 

 

2. FROM OTHERS:

 

 

Hire purchase liability in respect of plant and machinery acquired on hire purchase

(Repayable within a year Rs. Nil; Previous year Rs.0.593 Million)

0.000

0.593

Finance Lease (Secured by plant and machinery financed) [See Note no. 13(A) in Schedule 11]

(Repayable within a year Rs.Nil ; Previous year Rs.0.519 Million)

0.000

0.519

Finance Lease (Secured by Computer Server financed)

(Repayable within a year Rs.2.703 Millions; Previous year Rs. Nil

7.558

0.000

TOTAL

719.803

1170.499

 

 

 

Unsecured Loan

 

Rs. In Millions

31.03.2010

Rs. In Millions

31.03.2009

1. FIXED DEPOSITS:

(Repayable within a year Rs.0.323 Millions;

Previous year Rs.2.308 Millions)

0.323

2.631

2. SHORT TERM LOANS FROM OTHERS:

 

 

– from Subsidiary Companies

9.300

98.567

– from Ultimate Holding Company

217.500

117.500

SHORT TERM LOAN FROM A BANK:

 

 

EXIM Bank

0.000

100.000

TOTAL

227.123

318.698

 

 

 

Banking Relations :

--

 

 

Auditors :

 

Name :

Deloitte Haskins and Sells

Chartered Accountants

 

 

Solicitors and

Advocates:

Crawford Bayley and Company

 

 

 

Holding Company :

Sterling Investment Corporation Private Limited

 

 

Ultimate Holding Company:

Shapoorji Pallonji and Company Limited

 

 

Subsidiary Companies:
  • Aquamall Water Solutions Limited (Subsidiary of Eureka Forbes Limited)
  • Aquadiagnostics Water Research and Technology Centre Limited (Subsidiary of Aquamall Water Solutions Limited)
  • Eureka Forbes Limited
  • Euro Forbes International Pte. Limited (Subsidiary of Eureka Forbes Limited)
  • E4 Development and Coaching Limited (Subsidiary of Eureka Forbes Limited)
  • Forbes Aquamall Limited (Subsidiary of Aquamall Water Solutions Limited)
  • Forbes Bumi Armada Limited [Subsidiary of Forbes Campbell Finance Limited (formerly known as Latham India Limited)] *
  • Forbes Campbell Services Limited [Subsidiary of Forbes Campbell Finance Limited (formerly known as Latham India Limited)] *
  • Forbes Container Lines Pte. Limited
  • Forbes Doris and Naess Maritime Limited (wound up on 29th April, 2009)
  • Forbes Edumetry Limited [Subsidiary of Forbes Campbell Finance Limited (formerly known as Latham India Limited)] *
  • Forbes Facility Services Private Limited (Subsidiary of Eureka Forbes Limited)
  • Forbes Smart Data Limited [Subsidiary of Forbes Campbell Finance Limited (formerly known as Latham India Limited)] *
  • Forbes Technosys Limited [Subsidiary of Forbes Campbell Finance Limited (formerly known as Latham India Limited)] *
  • Forbes Tinsley Company Limited (wound up on 23rd June, 2009)
  • Forbes Enviro Solutions Limited (Subsidiary of Eureka Forbes Limited)
  • Forbes Campbell Finance Limited (formerly known as Latham India Limited)
  • Next Gen Publishing Limited (from 26th May, 2009 to 14th February, 2010)
  • Radiant Energy Systems Private Limited (Subsidiary of Eureka Forbes Limited)
  • Waterwings Equipments Private Limited (Subsidiary of Eureka Forbes Limited)
  • Volkart Fleming Shipping and Services Limited

 

 

Fellow Subsidiaries:
  • Afcons Infrastructure Limited
  • Cyrus Investments Limited
  • Forvol International Services Limited
  • Gokak Textiles Limited
  • Shapoorji Pallonji Ports Private Limited
  • SP Fabricators Private Limited
  • United Motors (India) Limited

 

 

Associate Companies:
  • Euro P2P Direct (Thailand) Company Limited (Associate of Eureka Forbes Limited)
  • Forbes Lux Group AG, BAAR (Associate of Eureka Forbes Limited) (w.e.f. 1st January, 2009)
  • Forbes Lux FZE (Subsidiary of Forbes Lux Group AG, BAAR) (w.e.f. 1st January, 2009)
  • Next Gen Publishing Limited (upto 25th May, 2009)
  • P T Gokak Indonesia (Associate of Forbes Campbell Finance Limited) (upto 27th May, 2009) *
  • The Svadeshi Mills Company Limited

 

 

Joint Ventures:
  • Edumetry Inc
  • Forbes Aquatech Limited (Joint venture of Eureka Forbes Limited)
  • Forbes Concept Hospitality Services Private Limited (Joint venture of Eureka Forbes Limited)
  • Forbes Infotainment Limited
  • Forbes Lux Group AG, BAAR (Joint venture of Eureka Forbes Limited) (upto 31st December, 2008)
  • Forbes Lux FZE (Subsidiary of Forbes Lux Group AG, BAAR) (upto 31st December, 2008)
  • Infinite Water Solutions Private Limited (Joint venture of Eureka Forbes Limited)
  • Nypro Forbes Moulds Private Limited [Joint venture of Forbes Campbell Finance Limited (formerly known as Latham India Limited)] *
  • Nypro Forbes Products Private Limited [Joint venture of Forbes Campbell Finance Limited (formerly known as Latham India Limited)] *
  • SCI Forbes Limited
  • Meadows Shipping Private Limited (wound up during the year) [Joint Venture of Forbes Campbell Finance Limited (formerly known as Latham India Limited)] *

 

* Pursuant to the scheme of amalgamation, approved by the High Court Judicature at Mumbai on 11th September, 2009, Forbes Finance Limited has amalgamated with Forbes Campbell Finance Limited (formerly known as Latham India Limited) (appointed date of scheme being 1st Aptil, 2008).

 

 

CAPITAL STRUCTURE

 

AS ON 31.03.2010

 

Authorised Capital :

No. of Shares

Type

Value

Amount

 

 

 

 

15,000,000

Equity Shares

Rs. 10/- each

Rs. 150.000 millions

 

 

 

 

 

Issued, Subscribed & Paid-up Capital :

No. of Shares

Type

Value

Amount

 

 

 

 

1,28,98,616

Equity Shares

 

Of the above shares:-

 

(a) 3,89,640 (Previous year 3,89,640) shares of  Rs.10 each were allotted as fully paid-up, pursuant to a contract without payment being received in cash;

(b) 51,22,860 (Previous year 51,22,860) shares of Rs.10 each were allotted as fully paid-up, by way of Bonus Shares by capitalisation of Reserves and Securities Premium Account;

(c) 7,65,450 (Previous year 7,65,450) shares of Rs.10 each were allotted as fully paid-up shares to the Shareholders of erstwhile Patel Volkart Limited on amalgamation with the Company;

(d) 16,99,861 (Previous year 16,99,861) shares of Rs.10 each were allotted as fully paid-up shares to the Shareholders of erstwhile Forbes Campbell and Company Limited on amalgamation with the Company; and

(e) 4,45,214 (Previous year 4,45,214) shares of Rs.10 each were allotted as fully paid-up shares to the Shareholders of erstwhile FAL Industries Limited on amalgamation with the Company.

Rs. 10/- each

Rs. 128.986 Millions

 

Foot note

 

of the above

 

83,26,352 (Previous year 83,26,352) shares are held by the holding company, Sterling Investment Corporation Private Limited;

 

6,14,505 (Previous year 6,14,505) shares are held by the ultimate holding company, Shapoorji Pallonji and Company Limited;

 

3,54,436 (Previous year 3,54,436) shares are held by Cyrus Investments Limited (a subsidiary of the ultimate holding company);

 

1,66,398 shares are held by Forbes Campbell Finance Limited (formerly known as Latham India Limited) (a subsidiary of the Company)

 

[Previous year 1,66,398 shares were held by Forbes Finance Limited (erstwhile subsidiary of the Company), which is amalgamated with Forbes Campbell Finance Limited pursuant to the scheme of amalgamation approved by the High Court Judicature at Mumbai on 11th September, 2009.]

 

 

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

128.986

128.986

128.986

2] Share Application Money

0.000

0.000

0.000

3] Reserves & Surplus

1201.935

1300.555

1815.706

4] (Accumulated Losses)

0.000

0.000

0.000

NETWORTH

1330.921

1429.541

1944.692

LOAN FUNDS

 

 

 

1] Secured Loans

719.803

1170.499

1094.101

2] Unsecured Loans

227.123

318.698

392.216

TOTAL BORROWING

946.926

1489.197

1486.317

DEFERRED TAX LIABILITIES

0.000

0.000

0.000

 

 

 

 

TOTAL

2277.847

2918.738

3431.009

 

 

 

 

APPLICATION OF FUNDS

 

 

 

 

 

 

 

FIXED ASSETS [Net Block]

1297.754

1413.389

1396.674

Capital work-in-progress

4.947

19.736

41.311

 

 

 

 

INVESTMENT

1333.097

1789.346

1336.549

DEFERREX TAX ASSETS

0.000

0.000

39.181

 

 

 

 

CURRENT ASSETS, LOANS & ADVANCES

 

 

 

 

Inventories
200.274

258.934

392.435

 

Sundry Debtors
271.058

318.000

528.354

 

Cash & Bank Balances
122.059

76.300

206.003

 

Other Current Assets
0.034

19.173

24.458

 

Loans & Advances
337.581

302.276

816.617

Total Current Assets
931.006

974.683

1967.867

Less : CURRENT LIABILITIES & PROVISIONS
 

 

 

 

Sundry Creditors
479.987

404.140

502.673

 

Other Current Liabilities
642.780

748.423

671.439

 

Provisions
166.190

138.139

176.461

Total Current Liabilities
1288.957

1290.702

1350.573

Net Current Assets
(357.951)

(316.019)

617.294

 

 

 

 

MISCELLANEOUS EXPENSES

0.000

12.286

0.000

 

 

 

 

TOTAL

2277.847

2918.738

3431.009

 

PROFIT & LOSS ACCOUNT

 

 

PARTICULARS

31.03.2010

31.03.2009

31.03.2008

 

SALES

 

 

 

 

 

Income

1097.136

1325.684

1945.588

 

 

Other Income

1073.489

793.893

867.292

 

 

TOTAL                                     (A)

2170.625

2119.577

2812.880

 

 

 

 

 

Less

EXPENSES

 

 

 

 

 

Manufacturing, Trading and Other Expenses 

1767.014

2252.986

 

 

Voluntary Retirement Compensation amortised

65.975

17.814

2524.401

 

 

Investment written off

58.261

0.000

 

 

 

Other Expenses

74.116

46.847

 

 

 

TOTAL                                     (B)

1965.366

2317.647

2524.401

 

 

 

 

 

Less

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

205.259

(198.070)

288.479

 

 

 

 

 

Less

FINANCIAL EXPENSES                         (D)

142.046

146.697

104.775

 

 

 

 

 

 

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

63.213

(344.767)

183.704

 

 

 

 

 

Less/ Add

DEPRECIATION/ AMORTISATION                     (F)

165.431

119.912

112.554

 

 

 

 

 

 

PROFIT BEFORE TAX (E-F)                               (G)

(102.218)

(464.679)

71.150

 

 

 

 

 

Less

TAX                                                                  (I)

20.400

10.232

46.885

 

 

 

 

 

 

PROFIT AFTER TAX (G-I)                                  (J)

(122.618)

(474.911)

24.265

 

 

 

 

 

Add

PREVIOUS YEARS’ BALANCE BROUGHT FORWARD

(316.843)

158.068

157.653

 

 

 

 

 

Less

APPROPRIATIONS

 

 

 

 

 

Transfer to General Reserve

0.000

0.000

1.214

 

 

Dividend

0.000

0.000

19.348

 

 

Tax on Dividend

0.000

0.000

3.288

 

BALANCE CARRIED TO THE B/S

(439.461)

(316.843)

158.068

 

 

 

 

 

 

EARNINGS IN FOREIGN CURRENCY

 

 

 

 

 

Export of goods calculated on F.O.B. basis

107.062

154.014

175.387

 

 

Commission and other services

64.417

18.784

30.950

 

 

Freight and insurance recoveries

1.730

1.833

3.977

 

 

Dividend

0.000

20.056

57.890

 

 

Interest

0.000

0.000

0.836

 

TOTAL EARNINGS

173.209

194.687

269.040

 

 

 

 

 

 

IMPORTS

 

 

 

 

 

Raw Materials

38.684

34.809

26.239

 

 

Component

46.191

2.489

38.375

 

 

Stores & Spares

5.343

11.829

8.581

 

 

Capital Goods

0.000

104.152

67.225

 

 

Purchases for resale

81.637

127.371

131.114

 

TOTAL IMPORTS

171.855

280.650

271.534

 

 

 

 

 

 

Earnings Per Share (Rs.)

(9.51)

(36.82)

1.88

 

QUARTERLY / SUMMARISED RESULTS

 

PARTICULARS

 

30.06.2010

30.09.2010

31.12.2010

Type

1st Quarter

2nd Quarter

3rd Quarter

 Sales Turnover

492.700

514.600

577.400

 Total Expenditure

502.200

521.800

601.100

 PBIDT (Excl OI)

(9.500)

(7.200)

(23.700)

 Other Income

0.000

2.000

1.200

 Operating Profit

(9.500)

(5.200)

(22.500)

 Interest

25.700

31.900

32.600

 Exceptional Items

0.000

33.500

165.100

 PBDT

(35.200)

(3.600)

110.000

 Depreciation

31.100

45.100

30.400

 Profit Before Tax

(66.300)

(48.700)

79.600

 Tax

(1.000)

0.200

0.300

 Reported PAT

(65.300)

(48.900)

79.300

Extraordinary Items       

0.000

0.000

0.000

Prior Period Expenses

0.000

0.000

0.000

Other Adjustments

0.000

0.000

0.000

Net Profit

(65.300)

(48.900)

79.300

 

KEY RATIOS

 

PARTICULARS

 

 

31.03.2010

31.03.2009

31.03.2008

PAT / Total Income

(%)
(5.65)

(22.41)

0.86

 

 
 

 

 

Net Profit Margin

(PBT/Sales)

(%)
(9.32)

(35.05)

3.66

 

 
 

 

 

Return on Total Assets

(PBT/Total Assets}

(%)
(4.59)

(19.46)

2.11

 

 
 

 

 

Return on Investment (ROI)

(PBT/Networth)

 
(0.08)

(0.33)

0.04

 

 
 

 

 

Debt Equity Ratio

(Total Liability/Networth)

 
1.68

1.94

1.46

 

 
 

 

 

Current Ratio

(Current Asset/Current Liability)

 
0.72

0.76

1.46

 

 

LOCAL AGENCY FURTHER INFORMATION

 

Sundry Creditors Details:

 

Particulars

Rs. In Millions

31.03.2010

Rs. In Millions

31.03.2009

Rs. In Millions

31.03.2008

Sundry Creditors

 

 

 

Due to Micro, Small and Medium Enterprises

[includes interest of Rs.0.071 Million including Rs.0.047 Million for previous year]

0.383

0.723

0.744

Others

479.604

403.417

501.929

 

MANAGEMENT DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL CONDITIONS:

 

ENGINEERING:

 

The performance of Engineering Solutions Group was impacted, mainly due to downturn in Automobile industry during the second half of the year. However, the situation had improved towards end of the year. In response, the Engineering Division restructured its businesses into two main groups viz., Engineering Solutions Group and Energy Solutions Group (ESG) to bring synergy and offer value-added solutions to the customers.

 

Various initiatives are underway, these include, product augmentation, re-layout of production lines, closure of non-performing products and outsourced supplies of standard products. Initiative to enter non-auto sectors, like Defence and Aerospace, have also commenced.

 

Energy Solutions Group (ESG) changed its business model from representing Dresser-Rand, USA and Gardner Denver, USA to becoming Value Added Reseller (VAR) and has been successful in establishing its presence as a vendor for supply of Steam Turbine and Blower Packages for extremely demanding customers like BHEL, Ingersoll Rand, L and T, etc. ESG could also undertake the erection and commissioning activities for its major customers like HPCL, Vizag and IOCL, Panipat sites. Going forward, ESG has envisaged forays into hitherto unchartered territories like 'Engineering Procurement and Construction (EPC)' contracting for small and medium power projects, 'Refurbishing and Modernisation (R&M)' activities and putting up 'grid-connected biomass-based' power plants on BOOT basis. ESG has planned to put up a modern facility for turbine refurbishing at Waluj, Aurangabad and this facility will be ready by the end of 2010.

 

LOGISTICS SOLUTIONS AND SHIPPING RELATED ACTIVITY:

 

The impact of recession on the Shipping industry continued during FY 2009-10, which had an impact on the Container Freight Station (CFS) business. The year saw a huge decline in throughput of container volumes in JNPT (Nhava Sheva Port) as MLOs (Main Line Operators) curtailed / consolidated their services to JNPT. The main customer NYK Line stopped their ICX service, which was nominated to the CFS. This had a direct adverse effect on the volumes at CFS-Veshvi. which saw more than 80% decline in import volumes. Even though NYK resumed operations in Veshvi from January, 2010 with a different service, the earnings in CFS - Veshvi were impacted due to reduced ground rent income and stiff cost pressures.

 

In Mundra, they succeeded in getting nominations from two reputed MLOs - Hapag Lloyd and CSAV, which started operations in August, 2009 and November, 2009 respectively. Even though import volumes increased, but here, too, like Veshvi, the earnings were strained due to lower operating margins. In CFS - Mundra large chunk of business comes from Cotton Exporters. Cotton export from Mundra did show signs of recovery initially but it was not sustained mid - season, since the cargo was diverted to the port of Pipavav. We, therefore, did not earn the expected revenue from exports.

 

In Logistics, they introduced end-to-end freight forwarding solution, with an outsourced model. During the year, they provided services to the Group companies, which created learning -base and the platform for them to expand aggressively in the market place in the year 2010-11.

 

In the Agency business, they faced severe pressures on the revenue and margins due to dropping freight rates. However, they managed to keep the Principals satisfied and met their expectations.

 

OUTLOOK FOR FUTURE AND POST BALANCE SHEET EVENTS:

 

The restructuring of the business portfolio including exiting of non-core business verticals, segments and investing in selectively chosen ones will continue into 2010-2011; this is expected to lay the foundation and shape the organisation into a focussed one for the future. SAP was rolled out, enterprise-wide and information is now available on a real-time basis for effective decision making.

 

The company would continue its focus on Shipping, Logistics, Engineering and Energy. It will also invest in the Business and Financial Automation Business and Services through its wholly owned subsidiary Forbes Technosys Limited The shipping and offshore business as housed in SCI Forbes Limited, and Forbes Bumi Armada Limited, would continue to be in an investment mode for the next few years.

 

An exercise to rationalise the legal structure including investments and businesses of the Company and its subsidiaries was continued during the year. The highlights were:

 

• Completion of the merger of 5 group companies into another company w.e.f. 1" April, 2008.

• Completion of demerger of Business Automation Group in a subsidiary company.

• Disposal of the shareholding in Next Gen Publishing Limited

• Disposal of Optionally Convertible Preference Shares held in Forbes Infotainment Limited

 

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES:

 

1 Details of these companies are set out in the statement, pursuant to Section 212 of the Companies Act 1956. Full accounts of these subsidiaries are available to the shareholders of the holding company and other investors at any point of time on request. These are also available for inspection to any investor, at the registered office of the Company and that of the subsidiary company concerned.

 

2. Eureka Forbes Limited, and its subsidiaries performed reasonably well even though their margins and performance, are under pressure due to changing nature of trade and with increasing competition from the well-established names in the industry. It introduced new models of water purifiers to face the competition. Its subsidiary company, which is engaged in industrial cleaning business, received contracts from Indian Railway. During the year, Eureka Forbes Limited, bought-back 3,05,000 shares i.e. 7.16 % of its share capital. During the year, Eureka Forbes Limited, added two more subsidiaries, namely, Radiant Energy Systems Private Limited and Waterwings Equipments Private Limited

 

3 Forbes Technosys Limited (FTL) - The business related to the Business Automation Group (BAG) of Forbes and Company Limited was transferred to FTL, as a part of strategic transfer of businesses within the Group. As a result, there had been a significant increase in the turnover of FTL. There was also a significant reduction in loss compared to previous year due to higher revenues and changes in the product-mix. FTL secured a large contract from State Bank of India for deployment of kiosks. It is expanding its manufacturing operations, which got ISO 9001:2008 certification during the year. The Company has fully deployed and made operational its kiosks for payment collection for PSEB (Punjab State Electricity Board) and several other Electricity Boards, TATA Indicom, BSNL and TATA Power. The Company continues to invest in the development of new products and entry into new market segments. It has launched several new models of Kiosks and has a strong order book for deployment of kiosks on a transaction fee model.

 

4 Forbes Container Line Pte. Limited, Singapore entered into its third year of operations. While the performance for the financial year saw a drop, both, in volume and freight earnings due to global recession, there are signs of revival and the Company expects improved performance in the current year.

 

5 SCI Forbes Limited, is a joint venture of The Shipping Corporation of India Limited, (SCI) and Shapoorji Pallonji Group. It acquired three vessels during the financial year 2009-2010.

 

The first vessel MT. Asavari was delivered on 5th  August, 2009. Subsequently MT. Bhairavi and MT. Neelambari were added to the Company's fleet on 30th October, 2009 and 17th March, 2010, respectively.

 

All the three vessels are time-chartered to the promoters, of which, MT. Asavari and MT. Neelambari are time-chartered to The Shipping Corporation of India Limited, and MT. Bhairavi is time-chartered to Forbes and Company Limited The promoters had. sub-chartered the respective vessels to the Yamuna Pool Inc., which is a part of the WOMAR Pool. The WOMAR Pool specialises in chemical trade and markets the vessels in West Asia-Far East region.

 

The Company has paid cash-collateral of about US$ 26.21 Million to the Lenders, due to decrease in the asset values, to comply with the value maintenance clause of the loan agreement. The Company intends to utilise the cash collateral to procure one vessel, which will improve the cash position of the Company.

 

6 Forbes Bumi Armada Limited had a successful year. It, successfully, completed execution of the contract with British Gas for an offshore vessel. During the year, it signed a contract with Larsen and Toubro Limited for an offshore vessel for their prestigious Maersk Oil Qatar project. The Company is actively participating in tenders related to offshore projects.

 

The company declared a maiden dividend of 8% for the year .

 

7 The Company has decided to curtail its exposure to Forbes Edumetry Limited and Edumetry Inc. U.S.A., and has fully impaired its investments in these companies. The future of the company is currently.

 

8 Forbes Infotainment Limited, underwent financial restructuring and the future strategy for the company is under review.

 

9 Assets of the Svadeshi Mills Company Limited continue to be in the hands of the Official Liquidator, High Court, Bombay. The Company will do everything possible to realise loans of Rs. 440 Millions advanced to this company (fully provided for in the Accounts of the Company).

 

10 The process of demerging Shipping Agency business of Volkart Fleming Shipping and Services Limited, into the parent company was completed. This will enable consolidation of the Agency business under one legal entity.

 

 

CONTINGENT LIABILITY AND PROVISION FOR CONTINGENCIES:

 

a) In the year 1994-95, the Company had entered in to a Memorandum of Understanding giving sole and exclusive right for developing a part of its land at Chandivali, Mumbai. The Developer had filed a suit against the Company for recession of the said Memorandum of Understanding and has claimed a sum of Rs.327.148 Millions and has asked interest at 21% per annum with effect from April, 1998. The Company has been advised that the aforesaid claim for Rs.327.148 Millions and interest at 21% per annum is unjustified and is legally untenable. The Company is contesting the aforesaid claim. The matter is sub-judice.

 

b) Other Contingent Liabilities not provided for:

 

PARTICULARS

RS IN MILLIONS

(AS ON 31.03.2010)

(A) Bills discounted

4.283

(B) Guarantees issued by bank

41.862

(C) Taxes in dispute :-

 

(i) Excise demand [Advance paid against the demand Rs.1.529 Millions;

474.504

(ii) Sales Tax [Advance paid Rs.6.858 Millions;

87.354

(iii) Income-tax

144.032

(iv) Customs duty

1.710

(v) Wealth tax

3.612

(vi) Property Tax

40.981

(D) Labour matters in dispute

6.925

(E) Claim of Gujarat Electricity Board for alleged diversion of fraction of the power consumed and contested by the Company in the Court

18.869

(F) Guarantees given on behalf of Shipping Principals and Surety Bonds jointly executed with third parties in favour of customs and other parties

168.308

(G) Guarantees given in favour of customs authorities

0.600

(H) Guarantee Bonds on behalf of others

3.000

(I) Other demands contested by the Company :-

 

(i) Customer claims against the Company not acknowledged as debts

13.771

(ii) Supplier claims against the Company not acknowledged as debts

1.500

(iii) Rent

--

 

The Company does not expect any liability to devolve on it on account of the above referred contingent liabilities and therefore no provision is held.

 

 

FIXED ASSETS

 

  • Leasehold Land
  • Leasehold Improvement
  • Freehold Land
  • Buildings
  • Plant and Machinery
  • Plant and Machinery
  • Furniture, Fixture and Office Equipment
  • Vehicles

 

UNAUDITED FINANCIAL RESULTS FOR THREE MONTHS ENDED 30TH JUNE 2010

 

 

 

Rs in Millions

 

Particulars

Quarter ended

 

as on 30.06.2010

 

(Unaudited)

1

(a) Net Sales/Income from Operations

465.200

 

(b)Other Operating Income

27.500

2

Expenditure

492.700

 

(a)

Increase/(Decrease) in Stock-in-trade and work in progress

(8.900)

 

(b)

Consumption of raw materials

78.600

 

©

Purchase of traded Goods

18.200

 

(d)

Employees Cost

98.500

 

(e)

Depreciation

31.100

 

(f )

Transportation, freight and hire charges for Logistics division

175.000

 

(g)

Other Expenditure

140.800

 

(h)

Total (Any item exceeding 10% of the total Expenditure to be shown separately)

533.300

3

 

Profit from operation before other income, interest and other exceptional items(1-2)

(40.600)

4

 

Other Income

0.000

5

 

profit before interest and exceptional items(3+4)

(40.600)

6

Interest

25.700

7

Profit after interest but before exceptional items(5-6)

(66.300)

8

Exceptional Items

0.000

9

Profit(+)/Loss(-) from Ordinary Activities before tax (7-8)

(66.300)

10

Tax Expenses

(1.000)

11

Net Profit(+)/Loss(-) from Ordinary Activities after tax( 9-10)

(65.300)

12

Extra Ordinary Items

0.000

13

Net Profit(+)/Loss(-) for the period (11­12)

(65.300)

14

Paid-up Equity Share Capital Rs.10/ per share

129.000

15

Reserves excluding revaluation reserves

0.000

16

Basic and diluted Earning Per Share

(5.06)

17

Public Shareholding

 

 

Number of Shares

3436925

 

Percentage of Shareholding

26.64 %

18

Promoters and Promoter group

 

 

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

9461691

 

Percentage of Shares (as a % of the total shareholding of promoter and promoter group)

100.00 %

 

Percentage of Shares (as a % of the total share capital of the Company)

73.36 %

 

 

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.45.27

UK Pound

1

Rs.72.94

Euro

1

Rs.63.08

 

 

SCORE & RATING EXPLANATIONS

 

SCORE FACTORS

 

RANGE

POINTS

HISTORY

1~10

8

PAID-UP CAPITAL

1~10

7

OPERATING SCALE

1~10

7

FINANCIAL CONDITION

 

 

--BUSINESS SCALE

1~10

7

--PROFITABILIRY

1~10

7

--LIQUIDITY

1~10

7

--LEVERAGE

1~10

6

--RESERVES

1~10

7

--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

YES

--AFFILIATION

YES/NO

YES

--LISTED

YES/NO

YES

--OTHER MERIT FACTORS

YES/NO

YES

TOTAL

 

62

 

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.