MIRA INFORM REPORT

 

 

Report Date :

22.11.2011

 

IDENTIFICATION DETAILS

 

Name :

BS TRANSCOMM LIMITED (w.e.f. 07.02.2008)

 

 

Formerly Known As :

B.S. STEELS AND MINERALS PRIVATE LIMITED

 

 

Registered Office :

8-2-269/10, # 504, 5th Floor, Trendset Towers, Road No.2, Banjara Hills, Hyderabad – 500 034, Andhra Pradesh

 

 

Country :

India

 

 

Financials (as on) :

31.03.2011

 

 

Date of Incorporation :

07.01.2004

 

 

Com. Reg. No.:

01-42375

 

 

Capital Investment / Paid-up Capital :

Rs.218.787 millions

 

 

CIN No.:

[Company Identification No.]

L27109AP2004PLC042375

 

 

TAN No.:

[Tax Deduction & Collection Account No.]

HYDB02125E

 

 

PAN No.:

[Permanent Account No.]

AACCB3170F

 

 

Legal Form :

A Public Limited Liability Company, Company's Shares are Listed on Stock Exchange

 

 

Line of Business :

Manufacturer of Telecom and Transmission related Towers.

 

 

No. of Employees :

309 (Approximately)

 

 

RATING & COMMENTS

 

MIRA’s Rating :

Ba (53)

 

RATING

STATUS

PROPOSED CREDIT LINE

41-55

Ba

Overall operation is considered normal. Capable to meet normal commitments.

Satisfactory

 

Maximum Credit Limit :

USD 13000000

 

 

Status :

Good

 

 

Payment Behaviour :

Regular

 

 

Litigation :

Clear

 

 

Comments :

Subject is a well established company having fine track. The company is doing well. Trade relations are reported as fair. Business is active. Payments are reported to be correct 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 – September 30, 2011

 

Country Name

Previous Rating

(30.06.2011)

Current Rating

(30.09.2011)

India

A1

A1

 

Risk Category

ECGC Classification

Insignificant

 

A1

Low

 

A2

Moderate

 

B1

High

 

B2

Very High

 

C1

Restricted

 

C2

Off-credit

 

D

 

 

LOCATIONS

 

Registered Office :

8-2-269/10, # 504, 5th Floor, Trendset Towers, Road No.2, Banjara Hills, Hyderabad – 500 034, Andhra Pradesh, India

Tel. No.:

91-40-66666204 / 205 / 206 / 66546720 / 44558888

Fax No.:

91-40-66666205 / 66667268

E-Mail :

info@bsgroup.in

investors@bsgroup.in

Website :

http://www.bsgroup.in

 

 

Unit I :

 

Survey No.82-83, 92-95 and 107, NH 7, Athvelly Village, Medchal Mandal, RR District, Andhra Pradesh, India

 

 

Unit II :

 

Survey No: 41, Majeedpally Village, Near Jeedipally, Toopran Mandal, Medak District, Andhra Pradesh, India

 

 

DIRECTORS

 

As on 31.03.2011

 

Name :

Mr. Rajesh Agarwal

Designation :

Chairman and Managing Director

Address :

D-103, Trendset Valley View Appartments, Road NO.6, Banjara Hills, Hyderabad 500 034, Andhra Pradesh, India 

Date of Birth/Age :

30.10.1970

Date of Appointment :

07.02.2008

 

 

Name :

Mr. Rakesh Agarwal

Designation :

Managing Director

Address :

D-103, Trendset Valley View Appartments, Road NO.6, Banjara Hills, Hyderabad 500 034, Andhra Pradesh, India 

Date of Birth/Age :

20.05.1975

Date of Appointment :

07.02.2008

 

 

Name :

Mr. Mukesh Agarwal

Designation :

Whole Time Director

Address :

D-103, Trendset Valley View Appartments, Road NO.6, Banjara Hills, Hyderabad 500 034, Andhra Pradesh, India 

Date of Birth/Age :

27.12.1977

Qualification :

B.com

Date of Appointment :

07.02.2008

 

 

Name :

Dr. Subrata Kumar De

Designation :

Independent Director

Address :

AM Bonneshof, 30, Golzheim, Dusseldorf, Austria 40474

Date of Birth/Age :

30.06.1952

Qualification :

M.Sc(EEE), Ph.D(EEE)

Date of Appointment :

01.02.2008

 

 

Name :

Mr. Mahesh Khera

Designation :

Independent Director

Address :

343, Sector – 29, Noida 201 303, Uttar Pradesh, India

Date of Birth/Age :

20.03.1952

Date of Appointment :

29.06.2009

 

 

Name :

Mr. Kapil Kathpalia

Designation :

Independent Director

Address :

C-618, New Friends Colony, New Delhi – 110 025, India 

Date of Birth/Age :

04.06.1960

Date of Appointment :

29.06.2009

 

 

Name :

M. S. S. Sastry

Designation :

IDBI Nominee Director

 

 

KEY EXECUTIVES

 

Name :

Mr. Subbaiah Raman

Designation :

Secretary

Address :

1-8-430/11/1, Chikkadpally, Hyderabad – 500 020, Andhra Pradesh, India  

Date of Birth/Age :

12.05.1967

Date of Appointment :

08.04.2009

 

 

MAJOR SHAREHOLDERS / SHAREHOLDING PATTERN

 

As on 30.09.2011

 

Names of Shareholders

No. of Shares

Percentage of holding

(A) Shareholding of Promoter and Promoter Group

 

 

(1) Indian

 

 

Individuals / Hindu Undivided Family

13,549,000

61.93

Any Others (Specify)

568,000

2.60

Any Other

568,000

2.60

Sub Total

14,117,000

64.52

(2) Foreign

 

 

Total shareholding of Promoter and Promoter Group (A)

14,117,000

64.52

(B) Public Shareholding

 

 

(1) Institutions

 

 

Financial Institutions / Banks

2,890

0.01

Sub Total

2,890

0.01

(2) Non-Institutions

 

 

Bodies Corporate

4,100,307

18.74

Individuals

 

 

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

1,903,883

8.70

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

1,633,440

7.47

Any Others (Specify)

121,140

0.55

Trusts

6,000

0.03

Non Resident Indians

77,003

0.35

Clearing Members

38,137

0.17

Sub Total

7,758,770

35.46

Total Public shareholding (B)

7,761,660

35.48

Total (A)+(B)

21,878,660

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)

21,878,660

-

 

 

BUSINESS DETAILS

 

Line of Business :

Manufacturer of Telecom and Transmission related Towers.

 

 

Products :

Product Description

ITC Code

Manufacturing and TSP

72165000

Manufacturing and TSP

73082010

           

PRODUCTION STATUS (As on 31.03.2011)

 

Installed Capacity

(As certified by the Management and relied upon by the auditors being a technical matter)

Year Ended 31.03.2011

Towers Manufacturing **

120000*

Integrated Structural Mill

(Tonnes per annum)

90000*

 

 

Actual Production

79173

 

* The Products manufactured by the company are under De-licensed category.

** Galvanizing Unit for 84000 MTPA is under commissioning.

 

 

GENERAL INFORMATION

 

No. of Employees :

309 (Approximately)

 

 

Bankers :

·         State Bank of India, Industrial Finance Branch, Raj Bhavan Road, Somajiguda, Hyderabad – 500 082, Andhra Pradesh, India

·         State Bank of Hyderabad

·         IDBI Bank

·         Axis Bank

·         Punjab National Bank

·         Syndicate Bank

·         State Bank of Mysore

·         ICICI Bank

·         State Bank of Hyderabad

 

 

Facilities :

Secured Loans                                        

31.03.2011

Rs. in millions

31.03.2010

Rs. in Millions

Term Loan from

 

 

Punjab National Bank *

239.019

303.019

IDBI Bank *

65.800

103.400

Axis Bank *

49.933

66.600

From Tata Capital *

0.020

200.000

Working Capital Loans from

 

 

State Bank of India

559.723

34.340

Punjab National Bank

299.791

233.034

Syndicate Bank

287.095

296.855

State Bank of Hyderabad

263.330

0.000

State Bank of Mysore

199.240

61.428

Axis Bank

73.303

36.262

IDBI Bank

0.000

208.157

Bill Factoring from

 

 

State Bank of India Factors and Commercial Services Private Limited

0.000

109.939

Hire Purchase

Vehicles (under hypothecation)

 

 

BMW Financial Services

1.554

0.000

HDFC Limited

0.446

0.000

Reliance Capital

0.000

0.296

ICICI Bank

0.000

0.136

Interest accrued and Due

0.000

14.960

Total

2039.254

1668.426

 

* Includes Rs.116.600 millions Due within 12 months (Previous Year Rs.189.933 millions.) 

 

Unsecured Loans

31.03.2011

Rs. in Millions

31.03.2010

Rs. in Millions

From Directors and Associates

1.090

4.630

From Punjab National Bank

0.000

350.000

Total

1.090

354.630

 

 

 

Banking Relations :

-- 

 

 

Auditors :

 

Name :

P. Murali and Company

Chartered Accountants

Address :

6-3-655/2/3, Somajiguda, Hyderabad – 500 082, Andhra Pradesh, India

Tel. No.:

91-40-23326666/ 23312554/ 23393967

Fax No.:

91-40-23392474

 

 

Subsidiaries :

·         BS Infratel Limited

CIN No.: U74900AP2008PLC059595

 

·         Sugan Automatics Private Limited

CIN No.: U29309AP1993PTC016707

 

 

Concerns in which Key management personnel have substantial interest  - (significant interest entities) :

·         Shivganga Infrastructures Limited

·         Agarwal Developers

·         I-Vantage India Private Limited

·         I-Vantage Apac Private Limited

 

 

CAPITAL STRUCTURE

 

As on 31.03.2011

 

Authorised Capital :

No. of Shares

Type

Value

Amount

30000000

Equity Shares

Rs.10/- each

Rs.300.000 millions

 

Issued, Subscribed & Paid-up Capital :

No. of Shares

Type

Value

Amount

21878660

Equity Shares

Rs.10/- each

Rs.218.787 millions

 

(Includes 6,892,600 Fully Paid equity shares of Rs.10/- each allotted as Bonus shares in the ratio of 1:1 out of Securities Premium account during 2007-08)

 


 

FINANCIAL DATA

[all figures are in Rupees Millions]

 

ABRIDGED BALANCE SHEET

 

SOURCES OF FUNDS

 

31.03.2011

31.03.2010

31.03.2009

SHAREHOLDERS FUNDS

 

 

 

1] Share Capital

218.787

141.993

141.993

2] Share Application Money

0.000

0.000

0.000

3] Reserves & Surplus

3007.015

694.385

453.776

4] (Accumulated Losses)

0.000

0.000

0.000

NETWORTH

3225.802

836.378

595.769

LOAN FUNDS

 

 

 

1] Secured Loans

2039.254

1668.426

826.511

2] Unsecured Loans

1.090

354.630

5.030

TOTAL BORROWING

2040.344

2023.056

831.541

DEFERRED TAX LIABILITIES

46.329

42.144

4.549

 

 

 

 

TOTAL

5312.475

2901.578

1431.859

 

 

 

 

APPLICATION OF FUNDS

 

 

 

 

 

 

 

FIXED ASSETS [Net Block]

1047.624

1056.823

283.332

Capital work-in-progress

479.396

20.256

255.555

 

 

 

 

INVESTMENT

28.474

28.308

5.960

DEFERREX TAX ASSETS

0.000

0.000

0.000

 

 

 

 

CURRENT ASSETS, LOANS & ADVANCES

 

 

 

 

Inventories

1019.272
538.725

285.045

 

Sundry Debtors

3067.287
2175.262

981.795

 

Cash & Bank Balances

216.224
90.139

30.247

 

Other Current Assets

32.336
12.179

5.989

 

Loans & Advances

1023.060
403.558

147.972

Total Current Assets

5358.179
3219.863

1451.048

Less : CURRENT LIABILITIES & PROVISIONS

 

 

 

 

Sundry Creditors

948.534
1156.291

339.502

 

Other Current Liabilities

599.192
229.189

86.952

 

Provisions

129.508
48.212

146.391

Total Current Liabilities

1677.234
1433.692

572.845

Net Current Assets

3680.945
1786.171

878.203

 

 

 

 

MISCELLANEOUS EXPENSES

76.036

10.020

8.809

 

 

 

 

TOTAL

5312.475

2901.578

1431.859

 


PROFIT & LOSS ACCOUNT

 

 

PARTICULARS

31.03.2011

31.03.2010

31.03.2009

 

SALES

 

 

 

 

 

Net Sales

8719.718

5210.711

3372.582

 

 

Other Income

21.000

10.247

5.924

 

 

TOTAL                                     (A)

8740.718

5220.958

3378.506

 

 

 

 

 

Less

EXPENSES

 

 

 

 

 

Materials Consumed

1979.373

2611.808

2815.946

 

 

(Increase)/ Decrease in Stock

(41.349)

(171.938)

(31.021)

 

 

Other Manufacturing Costs and Turnkey Costs

5234.242

2031.507

117.544

 

 

Personnel Cost

207.104

71.917

44.564

 

 

Administrative Expenses

66.181

32.008

80.010

 

 

Selling and Distribution Expenses

36.382

37.314

 

 

 

Public Issue Expenses Written Off

19.009

0.000

0.000

 

 

Prior Year’s Adjustments – net

0.000

0.346

(0.377)

 

 

TOTAL                                     (B)

7500.942

4612.962

3026.666

 

 

 

 

 

Less

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

1239.776

607.996

351.840

 

 

 

 

 

Less

INTEREST & FINANCIAL CHARGES                  (D)

343.853

186.410

126.111

 

 

 

 

 

 

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

895.923

421.586

225.729

 

 

 

 

 

Less/ Add

DEPRECIATION/ AMORTISATION                     (F)

130.091

55.338

33.883

 

 

 

 

 

 

PROFIT BEFORE TAX (E-F)                               (G)

765.832

366.248

191.846

 

 

 

 

 

Less

TAX                                                                  (H)

255.390

125.639

67.528

 

 

 

 

 

 

PROFIT AFTER TAX (G-H)                                (I)

510.442

240.609

124.318

 

 

 

 

 

Add

PREVIOUS YEARS’ BALANCE BROUGHT FORWARD

534.681

294.072

169.754

 

 

 

 

 

Less

APPROPRIATIONS

 

 

 

 

 

Proposed Dividend

21.879

0.000

0.000

 

 

Corporate Dividend Tax

3.634

0.000

0.000

 

BALANCE CARRIED TO THE B/S

1019.610

534.681

294.072

 

 

 

 

 

 

Earnings Per Share (Rs.)

Basic

Diluted

 

23.33

29.06

 

16.95

16.95

 

8.97

8.97

                       

 


QUARTERLY RESULTS

 

PARTICULARS

 

 

30.06.2011

30.09.2011

Type

 

1st Quarter

2nd Quarter

Net Sales

 

2322.170

2416.520

Total Expenditure

 

1979.610

2070.130

PBIDT (Excl OI)

 

342.560

346.390

Other Income

 

2.650

3.220

Operating Profit

 

345.210

349.610

Interest

 

98.060

134.450

Exceptional Items

 

(4.750)

(4.750)

PBDT

 

242.400

210.410

Depreciation

 

31.570

31.710

Profit Before Tax

 

210.830

178.700

Tax

 

70.100

59.300

Provisions and contingencies

 

0.000

0.000

Profit After Tax

 

140.730

119.400

Extraordinary Items

 

0.000

0.000

Prior Period Expenses

 

0.000

0.000

Other Adjustments

 

0.000

0.000

Net Profit

 

140.730

119.400

 

KEY RATIOS

 

PARTICULARS

 

 

31.03.2011

31.03.2010

31.03.2009

PAT / Total Income

(%)

5.84
4.61

3.68

 

 

 
 

 

Net Profit Margin

(PBT/Sales)

(%)

8.78
7.03

5.69

 

 

 
 

 

Return on Total Assets

(PBT/Total Assets}

(%)

11.96
8.56

11.06

 

 

 
 

 

Return on Investment (ROI)

(PBT/Networth)

 

0.24
0.44

0.32

 

 

 
 

 

Debt Equity Ratio

(Total Liability/Networth)

 

1.15
4.13

2.36

 

 

 
 

 

Current Ratio

(Current Asset/Current Liability)

 

3.19
2.25

2.53

 


 

LOCAL AGENCY FURTHER INFORMATION

 

NOTE

 

The registered office of the company has been shifted from Masetty Plaza, 1-8-206, Second Floor, Prenderghat Road, Secunderabad, Andhra Pradesh to the present address w.e.f. 25.12.2006.

 

REVIEW OF OPERATIONS

 

During the Financial Year 2009-10, the Company has seen the revenue increasing to Rs.8740.700 millions from Rs.5221.000 millions in 2009-10, a rise of 67%. The EBIDTA has increased to Rs.1239.800 millions as against Rs.608.300 millions in the year 2009-10 and PBT of the Company has increased to Rs.765.800 millions during the year as against Rs.366.200 millions in 2009-10.

 

EBIDTA margins have increased to 14.18% of Total Income resulting from increased margin due to backward integrated structural mill which had full year of commercial production and also due to increase in Turnkey revenue.

 

The Company is also quoting for various Tenders based on BOOM model of business and in this regard the Company has already invested in one Special Purpose Vehicle (“SPV”) by name Raichur Sholapur Transmission Company Limited. The BOOM project Cost is worth Rs.3000.000 millions. The investment of the Company in the SPV would be Rs.204.400 millions and the total supplies to emanate from the Company would be to the tune of Rs.1420.000 millions inclusive of towers and bought out items which will be awarded to the competitive bidder. The revenues in this project are on sharing basis with other partners and the same are spread over a period of 35 years.

 

During the year, the Company has successfully completed its IPO raising in all, a sum of Rs.1904.400 millions to repay loans taken for Phase I of capacity expansion and also to complete the Phase II, which is under progress and the same is expected to be completed by December, 2011.

 

BUSINESS REVIEW AND FUTURE OUTLOOK

 

The Company seeks to position itself as an Infrastructure provider to Power and Telecom and offer end to end technology solutions and Turnkey services for the Infrastructure Sector.

 

The Company presently offers Turnkey Services/ EPC services for Power and Telecom Sectors with an integrated business model.

 

The Company has forayed into BOOM projects and has bagged a project from REC in global tariff based competitive bidding for laying of a 765KV transmission system from Raichur to Sholapur spanning 210 kms. The project was won in a consortium with Patel Engineering Limited and Simplex Infrastructure Limited. The Company holds 33.33% in the consortium. Further, the Company is focusing on opportunities in smart grid solutions for power transmission and distribution.

 

FORAY INTO INTERNATIONAL MARKETS IN TELECOM INFRASTRUCTURE AND POWER TRANSMISSION SECTORS

 

The Company has plans to foray into overseas markets for offering Passive telecom infrastructure solutions and Turnkey services.

 

SUBSIDIARY COMPANIES AND JOINT VENTURES

 

B S INFRATEL LIMITED

 

BS Infratel Limited has been incorporated for the purposes of providing passive infrastructure services to Telecommunication service providers. B S Infratel Limited is yet to commence commercial transactions.

 

SUGAN AUTOMATICS PRIVATE LIMITED

 

Sugan Automatics Private Limited (SAPL) is currently carrying on the business of manufacturing, designing and development of products for remote management of telecommunication infrastructure, energy management solutions for the telecom sector and the utilities segments. The Company has acquired a majority stake (63.25%) in SAPL during the year. SAPL has made a PAT of Rs.0.123 million during the Financial Year 2009-10.

 

MANAGEMENT DISCUSSION AND ANALYSIS

 

ECONOMY AND MARKET TRENDS

 

INDUSTRY STRUCTURE AND DEVELOPMENTS

 

Power industry

 

Power generation : India’s total power capacity increased to 173.6 GW as on March 2011 following an addition of 35 GW during the Eleventh Plan (2007-12). In 2009-10, the Ministry of Power commissioned a record 12.1 GW and synchronised 3.7 GW projects against a targeted 22 GW. The Ministry also targeted the commissioning of 28 GW in 2011-12.

 

The target power of 78,700 MW and 100,000 MW during the 11th and 12th Five Year Plans was facilitated by 60% of the power generation capacity addition coming from the private sector. The huge projected addition to power generation capacity opens up opportunities for specialist companies in tower supply or turnkey players who provide services from tower design to erection.

 

Transmission and Distribution (T and D)

 

India’s transmission substation size increased from 46,621 MVA during VI Plan to 356,713 MVA during XI Plan and is further ex­pected to increase by about 35% to 428,000 MVA by 2012. The total transmission line in India reached 254,536 ckm in 2009-10 and is expected to increase to 293,372 ckm in 2011-12. The Ministry of Power expects to commission 90,000 ckm transmission lines (18,000 ckm target each year) with 1,54,000 MVA of total sub-station capacity to be added in the Twelfth Five year Plan (2012-17) to reduce transmission and distribution losses. The importance of transmission and distribution increased budgeted investment from Rs.4,270 bn in the Eleventh Five year Plan to Rs.6,400 bn in the Twelfth Five year Plan.

 

Telecommunication industry

 

The Indian telecommunication industry is among the fastest growing industries in the world with a subscriber base of 806.13 million connections (including 752.20 million wireless connections) as in January 2011 and likely to be catalysed by third-generation (3G) and broadband wireless access (BWA) spectrum. The Indian tele-density touched 66.17% with urban and rural tele-densities being 148% and 31.22% respectively.

 

The private sector accounts for about 84.60% of the total telephone connections as on December, 2010 as against a mere 5% in 1999.The number of telecom operators in the country increased to 15. The telecommunications sector attracted a foreign direct investment of USD 1.33 billion during April-January 2009-10 with a cumulative inflow of USD 10.26 billion between April 2000 and January 2011.

 

In the Twelfth Five Year Plan, the telecom sector is expected to attract investment of USD 110 bn with subscribers growing to 1,200 mn. Rural tele-density is likely to increase to 40% by 2014. 3G spectrum is expected to boost tower demand in India; in four months of launch, nine million users were connected to 3G and this is expected to increase to 100 million users by 2015.

 

Telecom towers market: India has about 350,000 telecom towers; it is expected that telecom infrastructure (telecom towers and the fiber network) will grow at a CAGR of 20% to about 571,000 towers by 2015 following increasing tele-density, rural penetration and 3G-BWA. India’s telecomm infrastructure is expected to attract investment of Rs.950 bn. The subscriber growth has caused network congestion necessitating infrastructure investments.

 

The Company has created a strong brand through efficient on-site operations, joint ventures and innovative technology solutions. The Company’s management team has an established track record with years of industry experience and knowledge enhancing its ability to build relationships with reputed telecom operators within a short span of time. The Company enjoys a strong geographical presence with eight regional offices and a service network covering all 23 telecom circles supporting turnkey services. The Company’s integrated business model provide end to end technology and turnkey that comprises of tower manufacturing, turnkey services, technology solutions for telecom and power sectors. The Company’s offerings in renewable energy solutions for tower companies along with site monitoring products and solutions reinforces its prequalification criteria to bag large orders. The Company has forayed into BOOM project with bagging of a project in a consortium from REC for establishing a 765 KV transmission system from Raichur to Sholapur.

 

CONTINGENT LIABILITIES NOT PROVIDED FOR

 

Particulars

As on 31.03.2011

Rs. in millions

Bills Discounted with banks

689.538

Bank Guarantees given by Banks

1229.922

Claims contested by the company

0.500

Claims by Customs and Income Tax

NIL

Claims by Sales Tax Authorities – contested by the company

33.892

 

FORM 8

 

Corporate identity number of the company

U27109AP2004PLC042375

Name of the company

BS TRANSCOMM LIMITED

Address of the registered office or of the principal place of  business in India of the company

8-2-269/10, # 504, 5th Floor, Trendset Towers, Road No.2, Banjara Hills, Hyderabad – 500 034, Andhra Pradesh, India

This form is for

Modification of charge

Charge identification number of the modified 

10223570

Type of charge

Immovable Property

Book Debts

Others (Second pari passu charge on the fixed assets)

Particular of charge holder

State Bank of India, Industrial Finance Branch, Raj Bhavan Road, Somajiguda, Hyderabad – 500 082, Andhra Pradesh, India

E-Mail: sa.09103@sbi.co.in

Nature of description of the instrument creating or modifying the charge

Entry dated 5.06.2010 extending second pari passu charge on fixed assets of the company at Majeedpalli Village, Toopran Mandal, Medak District, Andhra Pradesh  in favour of consortium of bankers lead by State Bank of India, constituting of Punjab National Bank, State Bank of Hyderabad, State Bank of Mysore, Axis Bank and Syndicate Bank for a fund based limit of Rs.1400.000 millions and non fund based limit of Rs.3610.000 millions totalling to Rs.5010.000 millions.

Date of instrument Creating the charge

05/06/2010

Amount secured by the charge

Rs.5010.000 millions

Brief particulars of the principal terms an conditions and extent and operation of the charge

Rate of Interest:

State Bank of India: SBAR+0.75% (Presently 12.5%),

Punjab National Bank: BPLR+2% (13%)

State Bank of Hyderabad: SBHPLR+0.25% (12.5%),

State Bank of Mysore: SBMPLR+ 0.25%(12.5%),

Axis Bank: BPLR-2.25% (12.5% ); AND

Syndicate Bank: PLR+0.5% (12.5%)

 

Terms of Repayment:

Working Capital Loan Repayable On Demand

 

Margin;

Raw Materials, Stores and Spares : 25%

WIP                                                 : 25%

Finished Goods                               : 25%

Receivables                                   : 30% ( 120 Days Cover Period)

Letters Of Credit                              : 10%

Bank Guarantees                             : 10%

 

Extent and Operation of the charge:

Second pari passu charge on Fixed of the Company at Majeedpalli village, toopran Mandal, Medak District, A P, both present and future among the working capital bankers in the State Bank of India Consortium in addition to existing First Pari Passu Charge on Current Assets, both present and future of the Company AND Second pari passu charge on Fixed Assets of the Company at Athivelly village, Medchal Mandal, Ranga Reddy District, Andhra Pradesh for their Working Capital facilities of Rs.5010.000 millions. 

Short particulars of the property charged

First pari passu charge on current assets of the company both present and future among the working capital bankers in the consortium

 

Second pari passu charge on Fixed Assets of the Company at Majeedpalli Village, Toopran Mandal, Medak District, Andhra Pradesh Vide Entry dated 5.6.10.

 

Pari passu pledge of 30% promoters equity in the company among with working capital bankers in the consortium along with term lenders(IDBI Rs.188.000 millions, Punjab National Bank Rs.320.000 millions and Axis Bank Rs.75.000 millions)

Date of latest modification prior to the present modification

02/06/2010

Particulars of the present modification 

Vide Entry dated 5.6.10 a second pari passu charge on Fixed Assets of the Company at Majeedpalli Village, Toopran Mandal, Medak District, Andhra Pradesh has been extended in favour of the State Bank of India Consortium for their working capital facilities of Rs.5010.000 millions in addition to the existing first passu charge on Current Assets of the Company both present and future and Second Charge on Fixed Assets of the Company at Athivelly Village, Medchal Mandal, R.R. District Andhra Pradesh in favour of the State Bank of India Consortium

 

FIXED ASSETS

 

·         Freehold Land

·         Buildings

·         Plant and Machinery

·         Factory Equipments

·         Furniture and Fixtures

·         Computers

·         Office Equipments

·         Vehicles

 

WEB DETAILS

 

PROFILE

 

Subject is one of the player in the Power Transmission and Telecom Infrastructure Sector. With an integrated business model subject provides end to end solutions which include Tower Manufacturing, Turnkey services, and Managed Services and Technology solutions for Power Transmission and Telecom Infrastructure. Within a short span of time, the Group has grown significantly in its business verticals. The current and continuous offering enables us to be a Preferred Infrastructure Provider.

 

Subject offers End to End Turnkey solutions, EPC services and offers value addition through its new growth initiatives which enable Power Transmission companies and Telecommunication Infrastructure providers to support the business value chain.

 

Subject has gained a foothold in the market with its integrated business model and a focussed approach in value addition. Subject has transformed itself from a steel trading company into an end to end solutions provider in a short span of time backed by its focussed approach, innovation, value addition and commitment as key differentiators. The group has formed business alliances with key companies creating synergy and providing more value to the investors, clientele and the business.

 

For the Telecom Sector, subject provides Alternate energy solutions for energy conservation and provides remote monitoring solutions using embedded technologies for better asset management and operational control of Telecom Cell Sites.

 

The strength of the group is its visionary promoters and experienced management team having vast domain experience in Power and Telecom Sector.

 

With its new alliances and value added offerings, the group is looking forward to be a preferred provider for infrastructure services in Power and Telecom businesses.

 

BUSINESS DESCRIPTION

 

Subject is engaged in the business of engineering, procurement and construction business (EPC). Subject is engaged in the power transmission and distribution and telecom passive infrastructure sector. Subject provides end to end turnkey solutions, which include tower manufacturing, turnkey services, and managed services and technology solutions for power transmission and telecom infrastructure. It offers a list of products in telecom infrastructure, such as telecom towers (both roof top and ground based towers), U-foam shelters, intelligent data device (IDD) for remote monitoring, and fuel management system (FMS). It offers transmission towers, transformers, and insulators and conductors. Its products include tower and steel structures, shelters, intelligent data device (IDD), smart energy meters and fuel management system. Turnkey services include Project Management Services (PMS) or TSP and EPC. Activities under turnkey service include site engineering. For the nine months ended 31 December 2010, Subject’s revenues totaled RS5.35B. Net income totaled RS399.6M. Results are not comparable as the company has not reported the prior period financials. Subject is an India based company listed in Bombay stock exchange. The company engaged in the business of manufacturing and supply of towers to the telecommunication and power sector.

 

BOARD OF DIRECTORS

 

Mr. Rakesh Agarwal - Joint Managing Director, Executive Director

 

Shri. Rakesh Agarwal is Joint Managing Director, Executive Director of subject. He has been reappointed as the Joint Managing Director with effect from February 7, 2008 till September 30, 2012, consequent to the conversion of the Company into a public limited company. He has a Bachelor of commerce degree from Nagpur University. He has 13 years of experience in the steel industry particularly steel re-rolling and steel trading. He started his career by joining Abhishek Steels Limited, a family owned concern in the year 1992. He overlooks the day to day operations of the Company. He is responsible for the management and administration of the Company, in the purchase and trading of steel and implementing the expansion plans of the Company.


Education

B, Nagpur University

 

Mr. Mukesh Agarwal - Whole-time Director

 

Shri. Mukesh Agarwal is Whole-Time Director of subject, since October 01, 2007. He was first appointed on the Board on January 27, 2004. He was appointed as the Whole-Time Director of the Company on October 1, 2007. He has been reappointed as the Whole-time Director with effect from February 7, 2008 till September 30, 2012, consequent to the conversion of the Company into a public limited company. He has a bachelor of commerce degree from Nagpur University. He has 9 years of experience in the steel industry particularly steel rerolling and manufacturing of steel towers. He started his career with Abhishek Steels Limited, a family owned concern, in the year 1999. He is currently responsible for the day to day operations of the Factory.




Education

B, Nagpur University

 

Dr. Subrata Kumar De - Non-Executive Independent Director

 

Dr. Subrata Kumar De is Non-Executive Independent Director of subject. He was regularized at the AGM held on June 3, 2008. He has completed masters in Electronics and Electrical Engineering from Institute of Science and Technology, University of Manchester, UK and his Ph.D. from the same university. He has 20 years of experience in the global telecom and information technology industry particularly in the field of 2.5G, 3G and 4G technologies and network investment planning, product innovation and market understanding. He was the global executive head with the Vodafone Group, responsible for strategising, planning, technology management and rollout of 2.5G / 3G mobile networks in countries across Europe and Asia for 20 years. He was responsible for incorporation of the “Core and Access Network” division of Vodafone Global Technology since 2001 and founded and has chaired the “Core Network Heads Forum - Directors of Networks”, Vodafone, operating across companies around the world.


Education

PHD, University of Manchester Institute of Science and Technology

M Electrical and Electronics Engineering, University of Manchester Institute of Science and Technology

 

PRESS RELEASES

 

BS TRANSCOMM GETS NOD TO DIVEST ITS STAKE IN SAPL

 

India, November 15 -- BS Transcomm has received an approval to dispose off the stake held by the company in Sugan Automatics (SAPL) a subsidiary which is not a material non listed Indian subsidiary. The board at its meeting held on November 12, 2011 has approved for the same. Recently, the company had received an order, from Central Electricity Regulatory Commission (CERC), New Delhi, granting the inter-state trading license for trading in electricity in whole of India in response to the Petition No.322/2009 filed by the company. BS TransComm is engaged in the business of manufacturing and supply of towers to the telecommunication and the power sector in India with a pan India presence in 19 out of the 23 telecom circles. It is having eight circle offices throughout India through which it is providing service to the customers in 19 telecom circles

 

FINANCIAL RESULT UPDATES

 

India, November 14 -- BS TransComm Limited has submitted to the Exchange the Standalone and Consolidated Financial Results for the period ended September 30, 2011.

 

BS TRANSCOMM GETS RATING UPGRADATION FROM CARE FOR BANK FACILITIES

 

India, September 22 -- Credit rating agency, CARE has revised rating of long term bank facilities worth Rs.1728.800 millions of BS Transcomm to 'BBB-' from 'BB'. The rating agency, also revised rating of short term bank facilities worth Rs.800.000 millions of the company to 'A3' from 'A4'.The revision in rating takes into account improved operating and financial performance of the company during FY11. The ratings continue to derive strength from the consistent improvement in profitability arising out of the change in revenue mix, the integrated business model of the company and the positive outlook on the power transmission sector, a key client segment for the company. BS TransComm is engaged in the business of manufacturing and supply of towers to the telecommunication and the power sector in India with a pan India presence in 19 out of the 23 telecom circles. It is having eight circle offices throughout India through which it is providing service to the customers in 19 telecom circles.

 


EXTENSION OF ANNUAL GENERAL MEETING

 

India, September 20 -- Bs Transcomm Limited has informed the Exchange that the Company has received the approval from the Registrar of Companies, Andhra Pradesh, granting an extension of three month to convene and hold the Annual General Meeting for the fiscal year ending March 31, 2011.

 

BS TRANSCOMM APPOINTS R K DUBEY AS CHIEF OPERATING OFFICER

 

20 July 2011

BS TransComm Limited (BSTL), an end to end Turnkey Services and Technology Solutions provider to Power T and D and Telecom Sector, today announced the appointment of R K Dubey as their Chief Operating Officer (COO) for the northern region. In a professional career spanning 17 years, R K Dubey, an B.E in Electronics and Telecommunications has a vast experience in the field of Telecom Passive Infrastructure management. Prior to joining BSTL, he was associated with Vihan Enterprises Private Limited as its Chief Executive officer (CEO). In his previous stints, R.K. Dubey worked in various capacities with esteemed organizations such as Bharti Airtel Limited, Reliance Communications, TVS Interconnect Systems Limited, Bharti Infratel Limited, Wireless Tata Tele Infra Structure Limited.

 

BS TRANSCOMM LIMITED RECEIVES INTEGRATED MANAGEMENT SYSTEMS CERTIFICATION FROM TUV NORD

 

20 July 2011

Gets certified for ISO 9001, ISO 14001, BS OHSAS 18001 in one single attempt. BS TransComm Limited, received the prestigious Integrated Management Systems (IMS) Certificate from TUV NORD. This certification affirms BS TransComm’s compliance with international standards in quality management (ISO 9001:2008), environmental management (ISO 14001:2004) and occupational health and safety (OHSAS 18001:2007). The company was able to bag the certification after months of meticulous planning and strict adherence to Integrated Management systems.


 

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.51.72

UK Pound

1

Rs.81.42

Euro

1

Rs.69.89

 


 

SCORE & RATING EXPLANATIONS

 

SCORE FACTORS

 

RANGE

POINTS

HISTORY

1~10

5

PAID-UP CAPITAL

1~10

6

OPERATING SCALE

1~10

6

FINANCIAL CONDITION

 

 

--BUSINESS SCALE

1~10

6

--PROFITABILIRY

1~10

6

--LIQUIDITY

1~10

6

--LEVERAGE

1~10

6

--RESERVES

1~10

6

--CREDIT LINES

1~10

6

--MARGINS

-5~5

--

DEMERIT POINTS

 

 

--BANK CHARGES

YES/NO

YES

--LITIGATION

YES/NO

NO

--OTHER ADVERSE INFORMATION

YES/NO

NO

MERIT POINTS

 

 

--SOLE DISTRIBUTORSHIP

YES/NO

NO

--EXPORT ACTIVITIES

YES/NO

NO

--AFFILIATION

YES/NO

YES

--LISTED

YES/NO

YES

--OTHER MERIT FACTORS

YES/NO

YES

TOTAL

 

53

 

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.