MIRA INFORM REPORT

 

 

Report Date :

18.03.2011

 

IDENTIFICATION DETAILS

 

Name :

JYOTI STRUCTURES LIMITED

 

 

Registered Office :

Valecha Chambers, 6th Floor, New Link Road, Andheri (W), Mumbai-400 053. Maharashtra State

 

 

Country :

India

 

 

Financials (as on) :

31.03.2010

 

 

Date of Incorporation :

27.05.1974

 

 

Com. Reg. No.:

11-17494

 

 

CIN No.:

[Company Identification No.]

L45200MH1974PLC017494

 

 

TAN No.:

[Tax Deduction & Collection Account No.]

MUMJ09132E

 

 

PAN No.:

[Permanent Account No.]

AAACJ2499R

 

 

Legal Form :

Public limited liability company. Company’s shares are listed on the Stock Exchange.

 

 

Line of Business :

Providing turnkey solutions in the field of High Voltage Power Transmission Lines and Substations.

 

RATING & COMMENTS

 

MIRA’s Rating :

A (66)

 

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 20000000

 

 

Status :

Good

 

 

Payment Behaviour :

Regular

 

 

Litigation :

Clear

 

 

Comments :

Subject is an established 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

 

INFORMATION PARTED BY

 

Name :

Mr. Sanjay

Designation :

Accounts Manager

Contact No.:

91-22-40915000

Date :

17.03.2011

 

 

LOCATIONS

 

Registered Office :

Valecha Chambers, 6th Floor, New Link Road, Andheri (W), Mumbai-400 053. Maharashtra State, India

Tel. No.:

91-22-4091 5000

Fax No.:

91-22-4091 5014/15

E-Mail :

contact@jsl.co.in

investor@jsl.co.in

Website :

www.jsl.co.in

Locations:

Owned 

 

 

Nasik Factory :

52A/53A, D. Road, Satpur Industrial Complex, Nasik – 422 007 (Maharashtra)

Tel. No.:

(91-253)2351091-4

Fax No.:

(91-253) 2351134

 

 

F Tower Testing Station :

Ghoti, Igatpuri, Dist – Nasik –422 002 (Maharashtra)

Tel. No.:

(91-2553) 282211

Fax No.:

(91-2553) 282212

 

 

Raipur Factory :

1037/1056, Sarora Ring Road, Urla Industrial Complex, Raipur – 493 221 (Chhattisgarh)

Tel. No.:

(91-771) 2324567/2325569

Fax No.:

(91-771) 2324767/2325567

 

 

DIRECTORS

 

AS ON 31.03.2010

 

Name :

Mr. S. D. Kshirsagar

Designation :

Chairman

Date of Birth/Age :

4th May, 1937

Qualification :

PGDIA, M. A. (Economics)

Experience and Expertise in Specific functional area :

Mr. S. D. Kshirsagar has an industrial experience of more than 40 years and has worked with TATA International, TATA Steel and is currently associated with S. P. Jain Institute of Management and Research

Date of Appointment :

1st April, 2003

 

 

Name :

Mr. A. J. Khan

Designation :

Director

 

 

Name :

Mr. G. L. Valecha

Designation :

Director

 

 

Name :

Mr. R. C. Rawal

Designation :

Director

 

 

Name :

Mr. S. H. Mirchandani

Designation :

Director

 

 

Name :

Mr. Prakash K. Thakur

Designation :

Whole-time Vice Director

 

 

Name :

Mr. Santosh V. Nayak

Designation :

Dy. Managing Director

 

 

Name :

Mr. K .R. Thakur

Designation :

Whole-Time Director

 

 

KEY EXECUTIVES

 

Name :

Mr. Sanjay

Designation :

Accounts Manager

 

 

Name :

Mr. Ganesh

Designation :

Finance Manager

 

 

Name :

Mr. L. H. Khilnani

Designation :

Company Secretary

 

 

MAJOR SHAREHOLDERS / SHAREHOLDING PATTERN

 

AS ON 31.12.2010

 

Category of Shareholder

Total No. of Shares

as a % of total No. of Shares

(A) Shareholding of Promoter and Promoter Group

 

 

(1) Indian

 

 

Individuals / Hindu Undivided Family

15,668,472

19.09

Bodies Corporate

6,999,765

8.53

Sub Total

22,668,237

27.61

(2) Foreign

 

 

Total shareholding of Promoter and Promoter Group (A)

22,668,237

27.61

(B) Public Shareholding

 

 

(1) Institutions

 

 

Mutual Funds / UTI

22,145,734

26.98

Financial Institutions / Banks

2,375,803

2.89

Foreign Institutional Investors

9,041,070

11.01

Sub Total

33,562,607

40.89

(2) Non-Institutions

 

 

Bodies Corporate

7,486,521

9.12

Individuals

 

 

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

12,181,366

14.84

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

1,117,090

1.36

Any Others (Specify)

5,074,119

6.18

Clearing Members

91,320

0.11

Non Resident Indians

4,969,549

6.05

Trusts

13,250

0.02

Sub Total

25,859,096

31.50

Total Public shareholding (B)

59,421,703

72.39

Total (A)+(B)

82,089,940

100.00

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

-

-

(1) Promoter and Promoter Group

-

-

(2) Public

-

-

Sub Total

-

-

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

82,089,940

100.00

 

 

BUSINESS DETAILS

 

Line of Business :

Providing turnkey solutions in the field of High Voltage Power Transmission Lines and Substations.

 

 

Products :

1) Item Code No. (ITC Code)

730890

2) Product Description

i) Transmission Tower and its parts and Sub-station Structures

ii) Execution of turnkey Transmission Line Projects

 

 

Terms :

 

Selling :

Tender Base

 

 

Purchasing :

Tender Base

 

PRODUCTION STATUS [AS ON 31.03.2010]

 

Particulars

As at 31.03.2010

 

 

Installed Capacity (MT p.a.)

110,000

 

 

Production (MT)

118555

 

 

 

The installed capacity as disclosed above is as certified by the management and the same has been relied upon by the Auditors, as this is a technical matter. The production includes production outsourced to various parties.

 

 

GENERAL INFORMATION

 

No. of Employees :

300 Approximately

 

 

Bankers :

  • Bank of India
  • Bank of Maharashtra
  • Canara Bank
  • Dena Bank
  • ICICI Bank
  • IDBI Bank
  • Indian Bank
  • Standard Chartered Bank
  • State Bank of Hyderabad
  • State Bank of India
  • State Bank of Indore
  • Syndicate Bank
  • UCO Bank
  • Union Bank of India
  • Vijaya Bank
  • Yes Bank

 

 

Facilities :

Secured Loans

As on 31.03.2010

[Rs in Millions]

As on 31.03.2009

[Rs in Millions]

A. Term Loans

a) Foreign Currency Loan from Bank Secured by a first charge on Company’s immovable property situated at M.I.D.C., Satpur Industrial Area, Nasik (Maharashtra), Raipur (Chhattisgarh) and Ghoti Nasik Dist. (Maharashtra).

 

900.60

509.160

b) Term Loans from Banks

Secured by a first charge on Company’s immovable property situated at M.I.D.C., Satpur Industrial Area, Nasik (Maharashtra), Raipur (Chhattisgarh) and Ghoti Nasik Dist. (Maharashtra).

 

164.070

67.570

Secured by first mortgage and charge on flats situated at Andheri (W), Mumbai.

 

5.440

11.270

Secured by hypothecation of specific plant & machinery and vehicles.

 

4.250

0.160

c) Term Loans from Others

Secured by hypothecation of specific plant & machinery and vehicles.

 

2.180

5.470

B. Working Capital Loan from Banks Secured by a first charge on all present and future current assets, monies receivable and claims, except assets for which an exclusive charge has been created and secured by a charge which is second and subservient to the charge created in favour of IDBI and Standard Chartered Bank, by way of deposit of Title Deeds in respect of the Company’s immovable property in M.I.D.C., Satpur Industrial Area, Nasik (Maharashtra), Raipur (Chhattisgarh) and Ghoti Nasik Dist. (Maharashtra).

 

2482.860

2390.360

Total

3559.400

2983.990

Interest accrued and due on all the above mentioned loans is Rs. NIL (P.Y. Rs. NIL)

[Amount payable within One Year Rs. 2,651.90 Million (P.Y. Rs. 2,399.64 Million)]

 

 

 

Banking Relations :

Satisfactory

 

 

Auditors :

 

Name :

R. M. Ajgaonkar and Associates

Chartered Accountants

Address :

“Mandar”, Juhu Tara Road, Opposite Bharat Petroleum Pump, Juhu, Mumbai – 400049, Maharashtra, India

Tel No. :

91-22-26605684

Fax No. :

91-22-26605685

 

 

Joint Venture :

Gulf Jyoti International LLC

 

 

Associates/Subsidiaries :

  • Jyoti Energy Limited
  • Jyoti America LLC
  • JSL Corporate Services Limited
  • Jyoti Structures Africa (Pty.) Limited
  • (JSL Structures Limited - Till 31st  March 2009)

 

 

CAPITAL STRUCTURE

 

AS ON 31.03.2010

 

Authorised Capital :

 

No. of Shares

Type

Value

Amount

 

 

 

 

175,000,000

 

Equity Shares

Rs. 2/- each

Rs. 350.000 Millions

5,000,000

Redeemable Preference Shares

Rs. 100/- each

Rs. 500.000 Millions

 

Total

 

Rs. 850.000 Millions

 

 

Issued Capital :

 

No. of Shares

Type

Value

Amount

 

 

 

 

82,019,675

 

Equity Shares

Rs. 2/- each

Rs. 164.040 Millions

 

 

 

 

 

 

Subscribed & Paid-up Capital :

No. of Shares

Type

Value

Amount

 

 

 

 

82,004,415

 

Equity Shares

Rs. 2/- each

Rs. 164.010 Millions

 

 

 

 

 

NOTES :

 

Of the above shares :

 

a) 13,505 Equity Shares of Rs. 100/- each was the paid-up capital of the Company as on 31st March,1986.

 

b) 6,753 Equity Shares of Rs. 100/- each were allotted as fully paid up Bonus Shares by way of capitalization of General Reserve in the year 1986-87.

 

c) 25,387 Equity Shares of Rs. 100/- each were allotted as fully paid up for cash at par on Rights basis in the year 1986-87.

 

d) 24,688 Equity Shares of Rs. 100/- each were allotted as fully paid up for cash at par on Rights basis in the year 1988-89.

 

e) 920,000 Equity Shares of Rs. 10/- each were allotted as fully paid up for cash at a Premium of Rs. 5/- per share to the Public (including 40,000 Equity Shares allotted to the employees of the Company) in the year 1989-90.

 

f) 1,651,330 Equity Shares of Rs. 10/- each were allotted as fully paid up for cash at a Premium of Rs. 25/- per share on Rights basis (including 28,000 Equity Shares allotted to the employees of the Company) in the year 1992-93.

 

g) 1,637,330 Equity Shares of Rs. 10/- each were allotted as fully paid-up Bonus Shares by way of capitalization out of Share Premium in the year 1994-95.

 

h) 4,908,938 Equity Shares of Rs. 10/- each were allotted as fully paid-up for cash at a Premium of Rs. 25/- per share on Rights basis, (including 2,51,345 Equity Shares allotted to the employees of the company ) in the year 2000-01.

 

i) 2,000,000 Equity Shares of Rs. 10/- each were allotted as fully paid-up for cash at a Premium of Rs. 37/- per share on Private Placement in the year 2003-04.  

 

j) 2,000,000 Equity Shares of Rs. 10/- each were allotted as fully paid-up for cash at a Premium of Rs. 101/- per share on Private Placement in the year 2004-05.

 

k) 1,550,000 Equity Shares of Rs. 10/- each were allotted as fully paid-up for cash at a Premium of Rs. 562/- per share on Private Placement in the year 2006-07.

 

l) On 4th August, 2006 the Company sub divided one Equity share of the face value Rs. 10/- to five Equity Shares of Rs. 2/- each.

 

m) 3,500,000 Equity Shares of Rs. 2/- each were allotted as fully paid-up for cash at a Premium of Rs. 38.50 per share to the Promoters in the year 2006-07.

 

n) 341,250 Equity Shares of Rs. 2/- each were allotted as fully paid-up for cash at a Premium of Rs. 15/- per share to the eligible employees under the Employees Stock Option Scheme in the year 2006-07.

 

o) 486,950 Equity Shares of Rs. 2/- each were allotted as fully paid-up for cash at a Premium of Rs. 15/- per share to the eligible employees under the Employees Stock Option Scheme in the year 2007-08.

 

p) 489,000 Equity Shares of Rs. 2/- each were allotted as fully paid-up for cash at a Premium of Rs. 15/- per share to the eligible employees under the Employees Stock Option Scheme in the year 2008-09.

 

q) 332,575 Equity Shares of Rs. 2/- each were allotted as fully paid-up for cash at a Premium of Rs. 15/- per share to the eligible employees under the Employees Stock Option Scheme in the year 2009-10.

 


                                                                                              

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

164.010

163.340

162.370

2] Share Application Money

0.130

0.370

0.000

3] Reserves & Surplus

4868.530

4003.940

3249.800

4] (Accumulated Losses)

0.000

0.000

0.000

NETWORTH

5032.670

4167.650

3412.170

LOAN FUNDS

 

 

 

1] Secured Loans

3559.400

2983.990

1826.790

2] Unsecured Loans

46.210

51.940

422.140

TOTAL BORROWING

3605.610

3035.930

2248.930

DEFERRED TAX LIABILITIES

177.540

82.410

80.720

 

 

 

 

TOTAL

8815.820

7285.990

5741.820

 

 

 

 

APPLICATION OF FUNDS

 

 

 

 

 

 

 

FIXED ASSETS [Net Block]

1688.230

1166.830

616.440

Capital work-in-progress

17.140

43.620

13.520

Advance for Capital Expenditure

10.160

8.200

14.570

 

 

 

 

INVESTMENT

202.120

230.730

159.740

DEFERREX TAX ASSETS

0.000

0.000

0.000

 

 

 

 

CURRENT ASSETS, LOANS & ADVANCES

 

 

 

 

Inventories

2345.800
1459.590

785.440

 

Sundry Debtors

8955.980
6547.600

4988.150

 

Cash & Bank Balances

422.050
928.040

1183.890

 

Other Current Assets

0.000
296.710

137.370

 

Loans & Advances

1638.660
1767.000

1132.920

Total Current Assets

13362.490
10998.940

8227.770

Less : CURRENT LIABILITIES & PROVISIONS

 
 

 

 

Sundry Creditors

2059.760
1881.110

2447.440

 

Current Liabilities

4131.940
3035.280

429.360

 

Provisions

272.620
257.770

430.570

Total Current Liabilities

6464.320
5174.160

3307.370

Net Current Assets

6898.170

5824.780

4920.400

 

 

 

 

MISCELLANEOUS EXPENSES

0.000

11.830

17.150

 

 

 

 

TOTAL

8815.820

7285.990

5741.820

 


PROFIT & LOSS ACCOUNT

 

 

PARTICULARS

31.03.2010

31.03.2009

31.03.2008

 

SALES

 

 

 

 

 

Income

20131.360

17170.590

13703.960

 

 

Other Income

54.990

73.450

15.240

 

 

TOTAL                                     (A)

20186.350

17244.040

13719.200

 

 

 

 

 

Less

EXPENSES

 

 

 

 

 

Cost of Materials

12240.880

11273.140

8984.340

 

 

Erection and Sub-contracting Expenses

3037.450

2200.530

1705.430

 

 

(Increase) / Decrease in stock of Finished / Semi-Finished Goods

101.160

(253.660)

(46.980)

 

 

Personnel Expenses

599.160

435.130

347.150

 

 

Operating and Other Expenses

1809.000

1556.310

995.330

 

 

TOTAL                                     (B)

17787.650

15211.450

11985.270

 

 

 

 

 

Less

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

2398.700

2032.590

1733.930

 

 

 

 

 

Less

FINANCIAL EXPENSES                         (D)

786.160

682.610

464.320

 

 

 

 

 

 

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

1612.540

1349.980

1269.610

 

 

 

 

 

Less/ Add

DEPRECIATION/ AMORTISATION                     (F)

168.940

86.380

67.020

 

 

 

 

 

 

PROFIT BEFORE TAX (E-F)                               (G)

1443.600

1263.600

1202.590

 

 

 

 

 

Less

TAX                                                                  (I)

524.430

466.170

478.450

 

 

 

 

 

 

PROFIT AFTER TAX (G-I)                                  (J)

919.170

797.430

724.140

 

 

 

 

 

Less

Excess / (Short) Provision of Taxes for earlier years

9.100

0.000

45.500

 

 

 

 

 

Add

PREVIOUS YEARS’ BALANCE BROUGHT FORWARD

1740.630

1129.260

626.610

 

 

 

 

 

 

Balance in Profit and Loss account of Amalgamating Company

6.26

0.000

0.000

 

 

 

 

 

Less

APPROPRIATIONS

 

 

 

 

 

Proposed Dividend - Equity Share

82.000

73.560

64.950

 

 

Tax on Dividend

13.620

12.500

11.040

 

 

Dividend and Dividend Distribution Tax for an earlier year

0.050

0.000

0.000

 

 

Transferred to General Reserve

100.00

100.000

100.000

 

BALANCE CARRIED TO THE B/S

2461.290

1740.630

1129.260

 

 

 

 

 

 

EARNINGS IN FOREIGN CURRENCY

 

 

 

 

 

At FOB Price

4487.130

6803.120

3498.380

 

 

At Invoice Value (Tower testing Charges)

70.280

58.970

55.020

 

 

Rent on Equipments

19.440

58.090

3.270

 

TOTAL EARNINGS

4576.850

6920.180

3556.670

 

 

 

 

 

 

IMPORTS

 

 

 

 

 

Capital Goods

22.770

101.100

1.420

 

 

Raw Materials

1374.320

946.100

566.280

 

 

Stores & Spares

0.000

10.240

0.220

 

TOTAL IMPORTS

1397.090

1057.440

567.920

 

 

 

 

 

 

Earnings Per Share (Rs.)

 

 

 

 

 - Basic

11.23

9.80

8.95

 

 - Diluted

11.18

9.74

8.85

 

 

QUARTERLY RESULTS

 

PARTICULARS

 

30.06.2010

[1st Quarter]

30.09.2010

[2nd Quarter]

31.12.2010 [3rd Quarter]

 

 

 

 

Net Sales

5643.380

5423.380

5513.000

Total Expenditure

5004.150

4792.210

4883.850

PBIDT (Excl OI)

639.230

631.170

629.150

Other Income

6.250

2.430

3.870

Operating Profit

645.480

633.600

633.020

Interest

199.010

206.860

211.700

Exceptional Items

0.000

0.000

0.000

PBDT

446.470

426.740

421.320

Depreciation

45.510

52.820

50.050

Profit Before Tax

400.960

373.920

371.270

Tax

137.600

125.460

124.030

Provisions and contingencies

0.000

0.000

0.000

Profit After Tax

263.360

248.460

247.240

 

 

KEY RATIOS

 

PARTICULARS

 

 

31.03.2010

31.03.2009

31.03.2008

PAT / Total Income

(%)

4.55

4.62

5.28

 

 

 

 

 

Net Profit Margin

(PBT/Sales)

(%)

7.17

7.36

8.78

 

 

 

 

 

Return on Total Assets

(PBT/Total Assets}

(%)

9.59

10.39

13.60

 

 

 

 

 

Return on Investment (ROI)

(PBT/Networth)

 

0.29

0.31

0.35

 

 

 

 

 

Debt Equity Ratio

(Total Liability/Networth)

 

2.00

1.97

1.63

 

 

 

 

 

Current Ratio

(Current Asset/Current Liability)

 

2.07

2.13

2.49

 

 

LOCAL AGENCY FURTHER INFORMATION

 

SUNDRY CREDITORS DETAILS:

Rs. In Millions

 

Particulars

31.03.2010
31.03.2009

31.03.2008

 

 
 

 

Sundry Creditors

2059.760
1881.110

2447.440

 

 

FINANCIAL RESULTS

 

During the year, the company recorded highest supply of towers and structures at 118,555 MT, as against 85,377 MT in the previous year.

 

Gross turnover for the year increased by 18.68% at Rs.20,633 million, as against Rs.17,385 million, during the previous year. The profit after tax grew by 15% to Rs.919.17 million, as against Rs.797.44 million, in the previous year.

 

Despite global economic challenges, the company has held out against the tide, and delivered reasonable performance. This was possible because of focused management approach, efficient project management, control of cost and prudent financial and human resource management.

 

The company’s efforts to maintain operational efficiencies and grow business through strategic ventures will continue. The order backlog at the end of the year was healthy at Rs.41,000 million, compared to Rs. 36,000 at the end of the previous year. With comfortable order book position, the company is well placed to manage its growth momentum.

 

Amalgamation of JSL Structures Limited with Jyoti Structures Limited

 

With a view to consolidate manufacturing facilities and for better administration, control and management the Directors had decided to amalgamate JSL Structures Limited, a wholly owned subsidiary of the company, with itself with effect from 1st April, 2009.

 

At JSL Structures got amalgamated with the company pursuant to an order dated 30th April, 2010 passed by the Hon’ble High Court of Judicature at Bombay. The scheme of amalgamation was filed with the Registrar of Companies, Maharashtra, Mumbai on 11th May, 2010 and the scheme became effective. In view of the above, the audited accounts of the company comprises of the accounts of the merged entity.

 


SUBSIDIARY COMPANIES

 

For the year, no business was transacted in JSL Corporate Services Limited and Jyoti Energy Limited.

 

Jyoti Structures Africa (Pty) Limited

 

The company successfully completed the projects awarded by Eskom and Nam Power.

 

Gross turnover of the company stood at ZAR 219.97 million (equivalent to Rs. 1,302.22 million) and net loss was ZAR 18.64 million (equivalent to 110.35 million). The loss was mainly on account of extended period of execution of 765 kV Majuba Umfolozi Line Sec A, which was mainly due to working in tough terrains and hostile weather conditions including unprecedented heavy rains.

 

Ministry of Corporate Affairs, Government of India, vide order No. 47/222/2010 – CL – III dated 8th April, 2010, has accorded approval under Section 212 (8) of the Companies Act, 1956, exempting the company from attaching the accounts of the above subsidiary companies. However, the consolidated accounts are attached with the accounts of the company.

 

DIRECTORS

 

On 31st March, 2010, the term of Mr. K. R. Thakur as a Managing Director of the company concluded. At the instance of Mr. Thakur and on recommendation of the Remuneration Committee, the Board of Directors of the company at its meeting held on 26th March, 2010, subject to approval of the shareholders, effective 1st April, 2010 reorganized and appointed Mr. Prakash Thakur, as an Executive Vice Chairman, Mr. Santosh Nayak, as Managing Director and Mr. K. R. Thakur, as a Whole-time Director of the company, and revised the terms of appointment including remuneration payable to them. The Board places on record their sincere appreciation for the distinguished services rendered by Mr. K. R. Thakur, as a Managing Director of the company, since November, 1988.

 

Mr. R. C. Rawal was appointed as an additional director of the company, effective 25th January, 2010. In terms of Section 260 of the Companies Act, 1956, he shall hold office upto the date of the ensuing Annual General Meeting. The company has received requisite notice in writing from a member proposing his candidature for the office of Director.

 

Mr. P. A. Sethi, has resigned from the Board, effective 6th February, 2010. The Board places on record its sense of appreciation for the contribution made by Mr. P. A. Sethi during his tenure as a Director of the company.

 

In accordance with the provisions of the Companies Act, 1956, Mr. A. J. Khan and Mr. S. H. Mirchandani, Directors of the company, retire by rotation and being eligible, offer themselves for re-appointment.

 

The Board of Directors recommends the appointment / re-appointments of all the above Directors at the ensuing general meeting.

 

MANAGEMENT DISCUSSION AND ANALYSIS

 

About the Company

 

The company is engaged in business related to power transmission with three main lines of operation in the areas of transmission lines, sub-stations and distribution networks and undertakes turnkey projects on a global scale, offering a complete range of services in design, engineering, tower testing, manufacturing, construction and project management. Having worked for customers in around 40 countries, the company is amongst the few engineering, procurement and construction (EPC) service providers worldwide, which possess the capabilities to execute turnkey projects in all areas of power transmission business.

 

Economy & Industry Overview

 

State of infrastructure is drag on the economy and India is paying the price for the earlier under-investment in infrastructure including power sector. A growing economy and ambitious plans for the future are putting pressure on India’s power infrastructure.

 

Economic growth goes hand in hand with rising demand for electricity and power sector in India is experiencing continuous growth in line with growth of Indian economy.

 

Development of infrastructure and focus on infrastructure spending by the government is vital for growth story of India in the long term. Government having acknowledged, have given priority to investment in the country’s power generation capacity, transmission and distribution infrastructure.

 

The Indian Government is on the path towards reaching its ambitious target of providing reliable and quality power for the entire country by 2012 at optimum cost. With this endeavor, the Ministry of Power has set several goals including making power industry commercially viable by closely monitoring T & D losses, producing sufficient power to achieve growth rate of 8% and to bring power to all homes in the next few years.

 

Opportunities

 

The company has presence in every aspect of post generation power supply chain and offers its customers complete range of solutions like pre-engineering, feasibility studies, survey, engineering, design, fabrication, erection, construction, project management, testing and commissioning of entire transmission and distribution network.

 

With strong and growing economy, continued investment in power sector and other infrastructure projects and political will to achieve adequate power generation capacity, transmission development in a phased manner commensurate with generation & load growth, upgrading and uprating of existing transmission network, opportunities in transmission industry are expected to be buoyant and are likely to remain so in the foreseeable future.

 

Government policy to attract private sector participation in developing major power transmission projects and to permit private developers to become transmission service provider on a “Build, Own and Operate’ (BOO) basis will take the power sector to next level of evaluation.

 

Central Electricity Regulatory Commission has accorded approval to Power Grid to develop nine High Capacity Power Transmission Corridors (HCPTC), for evacuation of power in tandem with completion of power generation projects, being set up by independent power producers.

 

Development trend in the transmission industry is likely to be sustained in the coming years as the country endeavours to enhance generation capacity and strengthen the existing transmission corridors. Outlook for the company continues to be positive with comfortable order backlog, high manufacturing capacities and focused management approach.

 

In line with the Government of India’s Mission 2012 ‘Power for All’ the company is poised to contribute with its proven capabilities and demonstrated operating track record in every aspect of post generation supply chain.

 


Outlook

 

The company intends to pursue the growth opportunities presented by the power sector by growing its transmission network including strengthening of existing network, by participating in government’s ambitious plan to bring power to every corner of the country.

 

Government initiatives towards launching of power transmission projects on BOO basis and Power Grid’s plan to set up HCPTC, at an estimated cost of Rs. 580 million, will not only create new avenues but is likely to change the outlook of the companies operating in transmission line industry.

 

Contingent Liabilities not provided for :

 

Particulars

2009-10 [Rs in Millions]

2008-09 [Rs in Millions]

 

 

 

Outstanding Performance Guarantee given by banks.

8039.420

6264.010

Outstanding of Bills discounted.

13.450

120.970

Disputed liabilities in respect of Income Tax, Sales Tax,

Central Excise and Service Tax (Under Appeal).

54.780

34.290

Civil Suits.

124.200

124.660

 

The Company has given a letter of comfort for general banking facilities provided by State Bank of India to Jyoti Structures Africa (Pty.) Limited. The total loan outstanding from the bank to the said Company is ZAR 9.10 Million (P.Y. ZAR 15.73 Million) equivalent to Rs. 55.54 Million (P.Y. Rs. 87.30 Million) as on 31st March 2010.

 

The Company has given a letter of comfort for general banking facilities provided by National Bank of Abu Dhabi to Gulf Jyoti International LLC. The total loan outstanding from the bank to the said Company is AED 17.02 Million (P.Y. AED 15.70 Million) equivalent to Rs. 208.48 Million (P.Y. Rs. 217.85 Million) as on 31st March 2010.

 

 

UNAUDITED FINANCIAL RESULTS FOR THE QUARTER ENDED 30th September, 2010

 

 

 

 

Rs in Millions

 

Particulars

Quarter ended

Half Year ended

 

as on 30.09.2010

as on 30.09.2010

 

(Unaudited)

(Unaudited)

1

a) Gross Sales/Income from Operations

5613.57

11404.80

 

Less Excise Duty

190.19

338.98

 

Net Sales/Income from Operations

5423.38

11065.82

 

(b)Other Operating Income

--

00.94

 

Total

5423.38

11066.76

2

Expenditure

 

 

 

(a)

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

31.49

(100.32)

 

(b)

Consumption of raw materials

3208.46

6581.77

 

©

Employees Cost

160.08

333.49

 

(d)

Erection and Sub Contracting Expenses 

947.42

2065.42

 

(e)

Depreciation

52.82

98.33

 

(f )

Other Expenditure

444.76

916.00

 

(g)

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

4845.03

9894.69

3

 

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

578.35

1172.07

4

 

Other Income

02.43

08.68

5

 

profit before interest and exceptional items(3+4)

580.78

1180.75

6

Interest

206.86

405.87

7

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

373.92

774.88

8

Exceptional Items

--

--

9

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

373.92

774.88

10

Tax Expenses

125.46

263.06

11

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

248.46

511.82

12

Extra Ordinary Items

--

--

13

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

248.46

511.82

14

Paid-up Equity Share Capital Rs.2/ per share

164.11

164.11

15

Reserves excluding revaluation reserves

--

--

16

EPS before and after Extraordinary items for the period, for the year to date (without annualising) and for the previous year.(Rs.)

--

--

 

- Basic EPS

3.03

6.24

 

- Diluted EPS

3.01

6.21

17

Public Shareholding

 

 

 

Number of Shares

60094503

60094503

 

Percentage of Shareholding

73.24 %

73.24 %

18

Promoters and Promoter group

 

 

 

a) Pledged/Encumbered

 

 

 

- Number of shares

6040000

6040000

 

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

27.51 %

27.51 %

 

- Percentage of shares (as a % of the total share capital of the company)

7.36 %

7.36 %

 

b) Non – encumbered

 

 

 

- Number of shares

15919437

15919437

 

- Percentage of shares (as a % of the total shareholding of the Promoter and Promoter group)

72.49 %

72.49 %

 

- Percentage of shares (as a % of the total share capital of the company)

19.40 %

19.40 %

 

 


STATEMENT OF ASSETS AND LIABILITIES AS PER CLAUSE 41 OF THE LISTING AGREEMENT

Rs in Millions

Particulars

Quarter Ended

30.09.2010

(Unaudited)

 

 

SHAREHOLDERS' FUNDS

 

Capital

164.11

Reserves and Surplus

0.19

Employee's Stock Option Outstanding

5389.47

LOAN FUNDS

3914.31

Deferred Tax Balances (Net)

182.80

TOTAL

9650.88

 

 

FIXED ASSETS

1788.23

INVESTMENTS

202.06

CURRENT ASSETS, LOANS AND ADVANCES

 

Inventories

2398.25

Sundry Debtors

9980.97

Cash and Bank balances

304.29

Loans and Advances

1756.93

Less: CURRENT LIABILITIES AND PROVISIONS

 

Liabilities

6525.14

Provisions

233.71

MISCELLANEOUS EXPENDTTURE (NOT WRITTEN OFF OR ADJUSTED)

--

TOTAL

9650.88

 

 

NOTES :

 

  • The above results as reviewed and recommended by the Audit Committee, have been approved by the Board of Directors at its meeting held on 26th October, 2010

 

  • The Statutory Auditors of the Company have carried out the "Limited Review" of the above results.

 

  • The Company is in the business of execution of projects related to power transmission and as such there are no reportable primary business segments.

 

  • Tax Expense includes provision for Current Tax and Deferred Tax.

 

  • Report on Investors Complaints for the quarter : Opening balance - 0, New -3, Disposal -3, Balance - 0.

 

  • Under the Employees Stock Option Scheme, the Company allotted 23,175 Equity Shares of Rs.2 each and granted 18,850 options to the eligible employees.

 

  • Figures for corresponding quarter of previous year are not fully comparable due to amalgamation of JSL Structures Limited, subsidiary company.

 

  • Previous period / year figures have been re-arranged, re-grouped, re-calculated and re-classified, wherever necessary.

 

TRADE REFERENCE:

  • Government Sectors
  • Power Greed Corporation
  • Maharashtra State Electricity Company

 

FIXED ASSETS

  • Freehold Land
  • Leasehold land
  • Building
  • Plant and Machinery
  • Furniture and Fixture
  • Computers and Office Equipments
  • Vehicles

 

CORPORATE OVERVIEW

 

Subject is engaged in providing turnkey solutions in the field of High Voltage Power Transmission Lines and Substations. With around 30 years of proven experience, they have earned accolades and recognition from a wide spectrum of customers around the world.


Subject is one among very few companies worldwide, which possess the capabilites to execute total turnkey jobs that involve setting up both transmission lines and substations.


The operations have extended to around 40 countries, as of today. The reputation is built on the commitment to total quality and customer satisfaction.


The goal is to provide the customers with the highest value in the best possible time frame.

 

 


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.45.24

UK Pound

1

Rs.72.57

Euro

1

Rs.63.00

 


 

SCORE & RATING EXPLANATIONS

 

SCORE FACTORS

 

RANGE

POINTS

HISTORY

1~10

6

PAID-UP CAPITAL

1~10

7

OPERATING SCALE

1~10

7

FINANCIAL CONDITION

 

 

--BUSINESS SCALE

1~10

8

--PROFITABILIRY

1~10

8

--LIQUIDITY

1~10

8

--LEVERAGE

1~10

7

--RESERVES

1~10

8

--CREDIT LINES

1~10

7

--MARGINS

-5~5

--

DEMERIT POINTS

 

 

--BANK CHARGES

YES/NO

YES

--LITIGATION

YES/NO

NO

--OTHER ADVERSE INFORMATION

YES/NO

NO

MERIT POINTS

 

 

--SOLE DISTRIBUTORSHIP

YES/NO

NO

--EXPORT ACTIVITIES

YES/NO

NO

--AFFILIATION

YES/NO

YES

--LISTED

YES/NO

YES

--OTHER MERIT FACTORS

YES/NO

YES

TOTAL

 

66

 

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

 

 

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.