MIRA INFORM REPORT

 

 

Report Date :

06.09.2012

 

IDENTIFICATION DETAILS

 

Name :

JAMNA AUTO INDUSTRIES LIMITED

 

 

Registered Office :

Jai Spring Road Industrial Area, Yamuna Nagar – 135001, Haryana

 

 

Country :

India

 

 

Financials (as on) :

31.03.2012

 

 

Date of Incorporation :

30.09.1965

 

 

Com. Reg. No.:

05-004485

 

 

Capital Investment / Paid-up Capital :

Rs. 428.977 Millions

 

 

CIN No.:

[Company Identification No.]

L35911HR1965PLC004485

 

 

TAN No.:

[Tax Deduction & Collection Account No.]

RTKJ01251F/ RTKJ01900D

 

 

PAN No.:

[Permanent Account No.]

AAACJ39999

 

 

Legal Form :

A Public Limited Liability Company. The Company’s Shares are Listed on the Stock Exchanges.

 

 

Line of Business :

Manufacturer of Auto Parabolics / Tapered Leaf Springs, Railways (Spares and Loose Leaves), Agricultural Implements and Auto Stabilizer bars.

 

 

No. of Employees :

500 (Approximately)

 

 

RATING & COMMENTS

 

MIRA’s Rating :

B (30)

 

RATING

STATUS

PROPOSED CREDIT LINE

 

26-40

B

Capability to overcome financial difficulties seems comparatively below average.

Small

 

Maximum Credit Limit :

USD 6200000

 

 

Status :

Moderate

 

 

Payment Behaviour :

Slow

 

 

Litigation :

Clear

 

 

Comments :

Subject is an established company having moderate track. There appears some accumulated losses recorded by the company. However, trade relations are reported as fair. Business is active. Payments are reported to be slow.

 

The company can be considered for business dealings with some cautions.

 

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 – June 30, 2012

 

Country Name

Previous Rating

(31.03.2012)

Current Rating

(30.06.2012)

India

A1

A1

 

Risk Category

ECGC Classification

Insignificant

 

A1

Low

 

A2

Moderate

 

B1

High

 

B2

Very High

 

C1

Restricted

 

C2

Off-credit

 

D

 

 

INDIAN ECONOMIC OVERVIEW

 

India is developing into an open-market economy, yet traces of its past autarkic policies remain. Economic liberalization, including industrial deregulation, privatization of state-owned enterprises, and reduced controls on foreign trade and investment, began in the early 1990s and has served to accelerate the country's growth, which has averaged more than 7% per year since 1997. India's diverse economy encompasses traditional village farming, modern agriculture, handicrafts, a wide range of modern industries, and a multitude of services. Slightly more than half of the work force is in agriculture, but services are the major source of economic growth, accounting for more than half of India's output, with only one-third of its labor force. India has capitalized on its large educated English-speaking population to become a major exporter of information technology services and software workers. In 2010, the Indian economy rebounded robustly from the global financial crisis - in large part because of strong domestic demand - and growth exceeded 8% year-on-year in real terms. However, India's economic growth in 2011 slowed because of persistently high inflation and interest rates and little progress on economic reforms. High international crude prices have exacerbated the government's fuel subsidy expenditures contributing to a higher fiscal deficit, and a worsening current account deficit. Little economic reform took place in 2011 largely due to corruption scandals that have slowed legislative work. India's medium-term growth outlook is positive due to a young population and corresponding low dependency ratio, healthy savings and investment rates, and increasing integration into the global economy. India has many long-term challenges that it has not yet fully addressed, including widespread poverty, inadequate physical and social infrastructure, limited non-agricultural employment opportunities, scarce access to quality basic and higher education, and accommodating rural-to-urban migration.

Source : CIA

 

 

EXTERNAL AGENCY RATING

 

Rating Agency Name

ICRA

Rating

BBB– (Long Term Rating)

Rating Explanation

The moderate – credit – quality rating assigned by ICRA. The rated instrument carries than average credit risk.

Date

February 2012

 

 

Rating Agency Name

ICRA

Rating

P3+

Rating Explanation

The moderate – credit – quality rating assigned by ICRA to short term debts instrument. However, instruments rated in this category carry higher credit risk.

Date

February 2012

 

 

RBI DEFAULTERS’ LIST STATUS

 

Subject’s name is not enlisted as a defaulter in the publicly available RBI Defaulters’ list.

 

EPF (Employee Provident Fund) DEFAULTERS’ LIST STATUS

 

Subject’s name is not enlisted as a defaulter in the publicly available EPF (Employee Provident Fund) Defaulters’ list as of 31-03-2012.

 

 

LOCATIONS

 

Registered Office/ Factory 1 :

Jai Spring Road, Industrial Area, Yamuna Nagar – 135001, Haryana, India

Tel. No.:

91-1732-251810/ 11/ 12/ 14

Fax No.:

91-1732-251820/ 251443

E-Mail :

praveen@jaispring.com

plant.ynr@jaispring.com

Website :

http://www.jaispring.org

 

 

Corporate Office :

No.2, Park Lane, Kishangarh, Vasant Kunj, New Delhi – 110070, India

Tel. No.:

91-11-32566685/ 26893331/ 26896960

Fax No.:

91-11-26893192/ 26893180

 

 

Factory 2:

U: 27-29, Industrial Area, Malanpur, District Bhind - 477116, Madhya Pradesh, India

Tel No.:

91-7539-283396/ 409117

Fax No.:

91-7539-283395

Email :

plant.mln@jaispring.com

 

 

Factory 3:

Plot No. 22-25, Sengundram Village, Maraimalai Nagar Industrial Complex, Singaperumal Koil Post, District Kanchipuram- 603 204, Tamilnadu, India 

Tel No.:

91-44-27463800/ 27464346/ 348

Fax No.:

91-44-27464352

Email :

plant.chn@jaispring.com

 

 

Factory 4:

Plot No. 262-263, Karnidh, Chandil, District Saraikella - Kharswan – 832401, Jharkhand, India

Tel No.:

91-657-2940671

Email :

plant.jsr@jaispring.com

 

 

Factory 5:

Gata No. 1490, Khajoor Gaon, Chinhat- Deva Road, District Barabanki –225003, Uttar Pradesh, India

 

 

Factory 6:

Thally Road, Kalugondapalli Post, Hosur-635114, District Krishnagiri, Tamilnadu, India

 


 

DIRECTORS

 

AS ON 31.03.2012

 

Name :

Mr. Bhupinder Singh Jauhar

Designation :

Chairman and Managing Director

 

 

Name :

Mr. Randeep Singh Jauhar

Designation :

Executive Director

 

 

Name :

Mr. Pradeep Singh Jauhar

Designation :

Executive Director

 

 

Name :

Mr. Karthik Athreya 

Designation :

Alternate Director to Dr. Pierre Jean Everaert

 

 

Name :

Dr. Pierre Jean Everaert

Designation :

Nominee Director – Clearwater Capital Partners (Cyprus) limited

 

 

Name :

Mr. Janender Kumar Jain

Designation :

Nominee Director  – ICICI Bank Limited

 

 

Name :

Mr. Dileep Kumar Jain

Designation :

Nominee Director – IFCI Limited

 

 

Name :

Mr. Seth Ashok Kumar

Designation :

Director

 

 

Name :

Mr. Uma Kant Singhal

Designation :

Director

 

 

Name :

Mr. Chander Kailash Vohra

Designation :

Director

 

 

Name :

Mr. Shashi Bansal

Designation :

Director

 

 

Name :

Mr. S. P. S. Kohli

Designation :

Executive Director

 

 

KEY EXECUTIVES

 

Name :

Mr. Randeep Singh Jauhar

Designation :

Chief Executive Officer

 

 

Name :

Mr. Pradeep Singh Jauhar

Designation :

Chief Operating Officer

 

 

Name :

Mr. S. P. S. Kohli

Designation :

President

 

 

Name :

Mr. Praveen Lakhera

Designation :

Company Secretary and Head Legal

 

 

Name :

Mr. Shakti Goyal

Designation :

General Manager – Finance

 

 

Name :

Mr. Sunil Laroiya

Designation :

Vice President - International Business and Head (R and D)

 

 

Name :

Mr. A. K. Goyal

Designation :

Vice President and Head of Malanpur Plant

 

 

Name :

Mr. Madhukar Sharma

Designation :

Global Head (After Market)

 

 

Name :

Mr. R. Muthupalani

Designation :

Senior GM and Head of Chennai and Hosur Plant

 

 

Name :

Mr. R. P. Singh

Designation :

General Manager and Head of Yamuna Nagar Plant

 

 

Name :

Mr. Sudheer Chandele

Designation :

Acting Plant Head of Jamshedpur Plant

 

 

Name :

Mr. Sudhanshu Kulshrestha

Designation :

Commercial Head Jamshedpur Plant

 

 

Name :

Mr. Singh Ved Prakash

Designation :

Corporate Head-HR

 

 

MAJOR SHAREHOLDERS / SHAREHOLDING PATTERN

 

AS ON 30.06.2012

 

Category of Shareholder

No. of Shares

% of No. of Shares

http://www.bseindia.com/images/clear.gif(A) Shareholding of Promoter and Promoter Group

 

 

(1) Indian

 

 

http://www.bseindia.com/images/clear.gifhttp://www.bseindia.com/images/clear.gifhttp://www.bseindia.com/images/clear.gifhttp://www.bseindia.com/images/clear.gif Individuals / Hindu Undivided Family

4,331,303

10.97

Bodies Corporate

13,078,527

33.13

Sub Total

17,409,830

44.11

(2) Foreign

 

 

Total shareholding of Promoter and Promoter Group (A)

17,409,830

44.11

http://www.bseindia.com/images/clear.gifhttp://www.bseindia.com/images/clear.gif(B) Public Shareholding

 

 

(1) Institutions

 

 

Mutual Funds / UTI

23,150

0.06

Financial Institutions / Bankshttp://www.bseindia.com/images/clear.gifhttp://www.bseindia.com/images/clear.gifhttp://www.bseindia.com/images/clear.gifhttp://www.bseindia.com/images/clear.gif

6,650

0.02

Foreign Institutional Investors

259,815

0.66

Sub Total

289,615

0.73

(2) Non-Institutions

 

 

http://www.bseindia.com/images/clear.gifhttp://www.bseindia.com/images/clear.gifhttp://www.bseindia.com/images/clear.gif Bodies Corporate

1,811,430

4.59

Individuals

 

 

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

3,117,085

7.9

http://www.bseindia.com/images/clear.gifhttp://www.bseindia.com/images/clear.gif Individual shareholders holding nominal share capital in excess of Rs. 0.100 million

2,666,377

6.76

Any Others (Specify)

14,176,384

35.92

http://www.bseindia.com/images/clear.gifhttp://www.bseindia.com/images/clear.gifhttp://www.bseindia.com/images/clear.gifhttp://www.bseindia.com/images/clear.gif Foreign Corporate Bodies

13,501,653

34.21

Clearing Members

1,935

-

Hindu Undivided Families

229,102

0.58

NRIs/OCBs

433,694

1.1

http://www.bseindia.com/images/clear.gifhttp://www.bseindia.com/images/clear.gif Clearing Member/Public Trust

10,000

0.03

Sub Total

21,771,276

55.16

Total Public shareholding (B)

22,060,891

55.89

Total (A)+(B)

39,470,721

100

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

-

-

http://www.bseindia.com/images/clear.gifhttp://www.bseindia.com/images/clear.gifhttp://www.bseindia.com/images/clear.gif(1) Promoter and Promoter Group

-

-

(2) Public

-

-

Sub Total

-

-

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

39,470,721

-

 

 

BUSINESS DETAILS

 

Line of Business :

Manufacturer of Auto Parabolics / Tapered Leaf Springs, Railways (Spares and Loose Leaves), Agricultural Implements and Auto Stabilizer bars.

 

 

Products :

Product Description

Item Code

 

 

Parabolic/ Tapered spring

732000

 

 

 

PRODUCTION STATUS (AS ON 31.03.2011)

 

Particulars

Capacity Installed

Auto Parabolic /Tapered Leaf Spring/Loose Leaves (MT)

180000

Railway (Spare & Loose Leaves)

2400

Agriculture Implements

1000

 

 

Particulars

Unit

Actual Production

 

 

 

Spring & Spring Leaves

MT

126857.876

 

 

GENERAL INFORMATION

 

Customers :

·         AMW The Global Truck

·         Ashok Leyland

·         Ashok Leyland Nissan Vehicles

·         Daimler India Commercial Vehicles Private Limited

·         Force Motors

·         Ford

·         Kamaz Vectra

·         Mahindra Navistar

·         Man

·         Maruti Suzuki

·         Renault Nissan

·         SML Isuzu

·         Taco Hendrickson

·         Tata

·         Volvo

·         GM

·         Isuzu

·         UD Trucks

 

 

No. of Employees :

500 (Approximately)

 

 

Bankers :

·         State Bank of India

·         ICICI Bank Limited

·         Kotak Mahindra Bank

·         Standard Chartered Bank

·         IndusInd Bank Limited

·         Lakshmi Vilas Bank

 

 

Facilities :

Secured Loan

 

Rs. In Millions

31.03.2012

Rs. In Millions

31.03.2011

From Banks

 

 

Term loans

96.006

131.763

Foreign currency term loans

352.551

97.608

Vehicle loans

0.069

0.385

From Others

 

 

Vehicle loans

1.470

1.525

Term loans

57.000

95.00

Buyer’s credit from bank (Secured) #

79.435

71.390

 

 

 

TOTAL

586.531

397.671

 

 

 

Unsecured Loan

 

Rs. In Millions

31.03.2012

Rs. In Millions

31.03.2011

Working capital term loan from bank

47.662

0.000

Deferred sales tax loan

124.870

164.726

Bill discounting facility from banks (Unsecured) ^

399.534

524.234

 

 

 

TOTAL

572.066

688.960

 

NOTES:

 

Nature of Security

Terms of repayment and rate of interest

(A)    ICICI Bank Limited (Rs. 92.106 Millions (previous year Rs. 144.736 Millions))

 

(a) First pari passu charge on movable assets (other than current assets) of the Malanpur Plant (excluding one parabolic line of value not exceeding Rs. 35.000 Millions), Jamshedpur Plant and Yamuna Nagar Plant

Repayment terms: 19 equal quarterly installments of Rs. 13.157 Millions each commencing from 12 months from the date of first disbursement i.e. 30 June 2008.

(b) Second pari passu charge on movable fixed assets at Chennai Plant.

Rate of interest: The rate of interest shall be 2.55% per annum below the sum of ICICI Bank Benchmark advance rate (‘IBAR’) and six months term premia. The same shall be reset at the end of every six months from the date of disbursement based on prevailing IBAR as on the reset date. The rate of interest varies from 13.30% to 16.31%.

(c) Second pari passu charge on the current assets of the Company.

 

(d) First pari passu charge by way of equitable mortgage in respect of the immovable properties located at

Yamuna Nagar, Malanpur and Jamshedpur Plants.

 

(e) Second pari passu charge in respect of the immovable properties located at Chennai Plant.

 

(f) Personal Guarantees of Mr. R. S. Jauhar, CEO and Executive Director and Mr. P. S. Jauhar, COO and Executive Director.

 

(g) Pledge of 1.52 lakhs shares of the promoters/ promoter group to be shared on pari passu basis with other participating banks / institutions.

 

(B)    ICICI Bank Limited (Rs. 78.750 Millions (previous year Rs. 50.000 Millions)

 

(a) First pari passu charge with the other lenders on the movable fixed assets of the Company except the Chennai Plant and on any asset exclusively charged to other lenders.

Repayment terms: 16 equal quarterly installments of Rs. 5.625 Millions each commencing from 12 months from the date of first disbursement i.e. November 2011.

(b) First pari passu charge by way of equitable mortgage on immovable properties situated at Yamuna Nagar, Malanpur and Jharkhand Plants.

Rate of interest: Rate of interest shall be sum of I-base d spread of 4.3% per annum, subject to minimum rate of I-base p.a. The rate of interest varies from 14.75% to 16.61%

(c) Second pari passu charge with other lenders on the immovable properties of Chennai Plant

 

(d) Second pari passu charge with other lenders on the current assets of the Company.

 

(e) Personal guarantees of Mr. R. S. Jauhar, CEO and Executive Director and Mr. P. S. Jauhar, COO  and Executive Director.

 

(C)    State Bank of India (Rs. 527.833 Millions (previous year Rs. 136.017 Millions))

Term loan from banks

Capex term loan from State Bank of India

(i) Capex loan (Rs. 0.220 Million (previous year Rs. 1.252 Millions))

16 equal quarterly installments of Rs. 18.750 Millions commencing from the end of moratorium period.

(ii) Working capital loan (Rs. 0.062 Million (previous year nil))

Working capital term loan from State Bank of India

(a) First pari passu charge with the other lenders on the fixed assets of the Company except the Chennai plant and on any asset exclusively charged to other lenders.

10 quarterly installments, whereby first eight of Rs. 250 and next two of Rs. 500 each. Rate of interest: 4% above the base rate i.e. 14%.

(b) Second pari passu charge with other lenders on the fixed assets of Chennai Plant

 

(c) Second pari passu charge with other lenders on the current assets of the Company

 

(d) Personal Guarantees of Mr. R. S. Jauhar, CEO and Executive Director and Mr. P. S. Jauhar, COO and Executive Director.

 

(e) Corporate guarantee of Jai Suspension Systems LLP.

 

Foreign currency term loan from banks

Foreign currency term loans (FCNR)

Foreign currency term loans (Rs. 527.551 Millions (previous year Rs. 134.763 Millions)) (Includes Rs. 227.613 Millions of capex loan converted and Rs. 299.938 Millions of corporate loan converted into foreign currency loan in accordance with the terms and conditions of the loan agreement)

The capex term loan and the working capital loan are fully convertible into foreign currency term loans. The repayment terms of the FCNR is in line with the terms of the respective loans of capex and working capital loans as detailed below. The interest is 6.5% to 7.25% above the six months LIBOR. The interest rate ranges from 7.50% to 8.02%.

(D)    Working capital term loan (Rs. 121.743 Millions (Previous year : Nil))

 

The working capital term loan from Kotak Mahindra Bank is an unsecured facility and shall be repaid in 24 equal installments of Rs. 7.096 Millions and 25th installment of Rs. 7.105 Millions. The installment is inclusive of interest @ 12.5% per annum.

(E)    IFCI Limited (Rs. 95.000 Millions (previous year Rs. 134.200 Millions))

 

(a) First pari passu charge on the immovable properties

of the Chennai Plant.

Repayment terms: The quarterly repayment has commenced from 1 April 2011 payable in 7 quarterly installments of Rs. 9.800 Millions and 4 quarterly installments of Rs. 14.100 Millions and 2 quarterly installments of Rs. 14.400 Millions

(b) First pari passu charge on the whole of the movable including movable plant and machinery and other movable assets (except book debts) situated at Company’s Plant at Chennai.

Rate of interest: The rate of interest is 20% post 1 October 2010.

(c) Second pari passu charge on the immovable properties of the Company at Yamuna Nagar, Jharkhand and Malanpur Plant.

 

(d) Second pari passu charge on the movable properties of the Company at Yamuna Nagar, Jharkhand and Malanpur Plants.

 

(e) Personal Guarantees of Mr. B. S. Jauhar, Chairman and Mr. P. S. Jauhar, COO and Executive Director.

 

 

(F)    Deferred sales tax loan (Rs. 161.491 Millions (previous year Rs. 185.971 Millions))

 

As per the eligibility certificate issued, the Company is eligible for waiver of deferred sales tax repayable over the period from 1 March 2010 to 28 February 2019 and is unsecured and interest free.

 

(G)   Vehicle loans (Rs. 3.498 Millions (previous year Rs. 5.391 Millions)

 

Vehicle loans are secured by the hypothecation of specific vehicles. The loans are repayable in equated monthly installments in accordance with terms and conditions of bank. The period of loan ranges from 3 to 5 years.

 

# Buyer’s credit is a part of term loan facility from ICICI Bank Limited. For details of security, refer note 5(B) on security related to term loans from banks The Company has not availed any fund based working capital facility from the consortium limits. The details of security are as follows-

 

Working capital

 

(a)     First pari passu charge by way of hypothecation on the current assets (inventory, spares (not relating to plant and machinery), bills receivable and book debts) of the Company.

 

(b)     Second pari passu charge on the immovable fixed assets of the Company and other movable fixed assets of the borrower.

 

(c)     Personal guarantees of Mr. R. S. Jauhar, CEO and Executive Director and Mr. P. S. Jauhar, COO and Executive Director.

 

(d)     First pari passu charge on 15 lakhs shares of the Company held by Promoters/Promoters group given as collateral securities for working capital.

 

 

 

Banking Relations :

--

 

 

Auditors :

 

Name :

B S R And Company

Chartered Accountant

 

 

Legal Asvisors :

·         AZB and partners

·         Lakshmi Kumaran and Sridharan

 

 

Technical Assistance :

Ridewell Corporation, USA

 

 

Joint Ventures Partners :

NHK Spring Company Limited, Japan

(NHK Spring India Limited) 

 

 

Enterprise in which the Company holds controlling interest :

·         Jai Suspension Systems LLP

 

 

Entities over which key managerial personnel/ their relatives are able to exercise significant influence :

·         Jamna Agro Implements Private Limited

·         S.W. Farms Private Limited

·         Map Auto Limited

·         Winthrop Marketing

 

 

CAPITAL STRUCTURE

 

AS ON 31.03.2012

 

Authorised Capital :

 

No. of Shares

Type

Value

Amount

 

 

 

 

63886500

Equity Shares

Rs.10/- each

Rs. 638.865 Millions

350000

12.50% Optionally convertible Cumulative Preference Shares

Rs.100/- each

Rs. 35.000 Millions

 

TOTAL

 

Rs. 673.865 Millions

 

Issued, Subscribed & Paid-up Capital :

 

No. of Shares

Type

Value

Amount

 

 

 

 

39382816

Equity Shares

Rs.10/- each

Rs. 393.828 Millions

30645

Equity Shares

Rs.10/- each

Rs. 0.306 Million

Less

Call in arrears

 

Rs. 0.152 Million

350000

12.50% Optionally convertible Cumulative Preference Shares

Rs.100/- each

Rs. 35.000 Millions

 

TOTAL

 

Rs. 428.977 Millions

 

 

NOTES:

 

a.      Reconciliation of shares outstanding at the beginning and at the end of the reporting period

 

PARTICULAR

As At 31 March 2012

Equity shares - Subscribed and fully paid up

No. of Shares

Rs. In Millions

At the beginning of the year

39261077

392.611

Add : Fresh allotment of share on account of ESOP

121739

1.217

Number of shares at the end of the year

39382816

393.828

Equity shares - Subscribed but not fully paid up

 

 

Number of shares at the beginning and end of the year

30645

0.306

Preference shares

 

 

Number of shares at the beginning and end of the year

350000

35.000

 

b.      Term and rights attached to Equity shares

 

The Company has only one type of equity shares having par value of Rs. 10 each. All shares rank pari passu with respect to dividend, voting rights and other terms. Each shareholder is entitled to one vote per share except, in respect of any shares on which any calls or other sums payable have not been paid. The Company pays and declares dividends in Indian Rs. The dividend proposed, if any, by the Board of Directors is subject to approval of shareholders in the ensuing Annual General Meeting, except in case of interim dividend. During the year, the Company has declared two interim dividends of Rs. 1 per share each (Previous year one interim and final dividend of Rs. 1 each). The repayment of equity share capital in the event of liquidation and buy back of shares are possible subject to prevalent regulations. In the event of liquidation, normally the equity shareholders are eligible to receive the remaining assets of the Company after distribution of all preferential amounts,

in proportion to their shareholding.

 

c.       Terms and rights of preference shares including the terms of conversion/redemption

 

The preference shares were issued to IFCI Limited pursuant to the debt restructuring scheme entered between erstwhile Jai Parabolic Springs Limited and IFCI Limited in the year ended 31 March 2003. The redemption of preference share capital will be made in two equal installments of Rs.175 each on 1 October 2013 and 1 October 2014. The preference shareholders are not entitled to any voting rights. The preference shares are entitled to dividend as follows-

 

Date

Amount

30 September 2012

Rs. 100

30 September 2013

Rs. 100

30 September 2014

Rs. 175

30 September 2015

Rs. 156

 

 

The Boards of Directors have recommended a cumulative preference dividend amounting to Rs. 43.200 Millions relating to the period December 2002 to 31 March 2012 in the board meeting held on 7 June 2012. The preference dividend for the year ended 31 March 2012 amounts to Rs. 43.75 (previous year Rs. 43.75). The same is subject to the approval of shareholders.

 

d.      Details of shareholders holding more than 5% shares in the Company

 

 

As At 31.03.2012

Equity shares of Rs.10 each fully paid

No. of Shares

% holding in the class

Clearwater Capital Partners (Cyprus) Limited

9614147

24.41%

Randeep Investment Private Limited

7061390

17.193%

Map Auto Limited

4624711

11.74%

NHK Springs Company Limited, Japan

2308509

5.86%

Preference shares of Rs. 100 each fully paid

 

 

IFCI Limited

350000

100.00%

 

e.      Shares reserved for issue under Options and contracts/commitments for the sale of shares/ disinvestment, including the terms and amounts

 

The Company provides shares based payment schemes to its employees. During the year ended 31 March 2012, employee stock option schemes were in existence and 853,775 stock options (Previous year: 1,202,857) is eligible to be exercised by the employees as per their vesting and in accordance with the terms of issue of stock option.

 

f.         Aggregate number of shares issued for consideration other than cash during the period of five years immediately preceding the balance sheet date

 

 

31.03.2012

31.03.2011

31.03.2010

31.03.2009

31.03.2008

Equity shares (of  Rs.10 each) allotted pursuant

to scheme of amalgamation

--

--

--

--

14191048

Preference shares (of Rs.100 each) allotted pursuant to the scheme of amalgamation

--

--

--

--

350000

 

During the year ended 31 March 2008 pursuant to the scheme of amalgamation, erstwhile Jai Parabolic Springs Limited and MAP Springs Limited amalgamated with the Company with effect from 1 July 2007. In accordance with the scheme, the Company had issued and alloted:

 

(A)    12,395,821 equity shares of face value of Rs.10 each fully paid up to the shareholders of esrtwhile Jai Parabolic Springs Limited and MAP Springs Limited

 

(B)    1,795,227 equity shares of face value of Rs.10 each fully paid up were issued to Clearwater Capital Parnters (Cyprus) Limited in lieu of 3,590,455 optionally convertible debentures of Rs.72 each held in Jai Parabolic Springs Limited.

 

(C)    350,000 Preference shares of Rs.100 each fully paid up were issued to IFCI Limited held in erstwhile Jai Parabolic Springs Limited.  

 

g.      Forfeited shares (amount originally paid up, included in capital reserve)

 

 

No. of Shares

Amount

No. of Shares

Amount

Equity share capital (28,190 equity shares of Rs.10 each, amount called up Rs.10 each (Previous year 28,190 equity shares of Rs.10

each, amount called up Rs.10 each))

28190

1.45

28190

1.45

 

h.      During the previous year, in the Annual General Meeting held on 7 August 2010, the Company had made preferential allotment of 15,78,947 equity shares of Rs.10 each to Clearwaters Capital Partners Singapore Fund III Private Limited and 10,52,631 equity shares of Rs.10 each to MAP Auto Limited at a premium of Rs.85 per equity share aggregating to equity share capital amounting to Rs. 26.316 Millions and share premium amounting to Rs. 223.684 Millions.

 

i.        Share application money

 

 

As At 31.03.2012

Shares proposed to be issued (in numbers)

5800

Fully paid up value of shares

0.58

Premium on shares proposed to be issued

2.14

 

The share application money includes amount received from employees against the employee stock option plan. The Company has sufficient authorised share capital to cover the share capital amount on allotment of shares out of share application money. The share application money pending allotment was received between 23 February 2011 to 14 March 2012 and the corresponding shares have been allotted in the compensation committee meeting held on 30 May 2012.

 

 

AS ON 31.08.2011

 

Authorised Capital :

 

No. of Shares

Type

Value

Amount

 

 

 

 

63886500

Equity Shares

Rs.10/- each

Rs. 638.865 Millions

350000

12.50% Optionally convertible Cumulative Preference Shares

Rs.100/- each

Rs. 35.000 Millions

 

TOTAL

 

Rs. 673.865 Millions

 

Issued, Subscribed & Paid-up Capital : Rs. 429.861 Millions


 

FINANCIAL DATA

[all figures are in Rupees Millions]

 

ABRIDGED BALANCE SHEET

 

SOURCES OF FUNDS

 

31.03.2012

31.03.2011

31.03.2010

SHAREHOLDERS FUNDS

 

 

 

1] Share Capital

428.977

427.760

400.360

2] Share Application Money

0.272

0.083

0.000

3] Reserves & Surplus

1138.233

915.789

836.998

4] (Accumulated Losses)

0.000

0.000

(487.831)

NETWORTH

1567.482

1343.632

749.527

LOAN FUNDS

 

 

 

1] Secured Loans

586.531

397.671

924.575

2] Unsecured Loans

572.066

688.960

224.993

TOTAL BORROWING

1158.597

1086.631

1149.568

DEFERRED TAX LIABILITIES

111.992

22.877

0.000

 

 

 

 

TOTAL

2838.071

2453.140

1899.095

 

 

 

 

APPLICATION OF FUNDS

 

 

 

 

 

 

 

FIXED ASSETS [Net Block]

1777.233

1683.710

1410.472

Capital work-in-progress

828.790

243.117

214.976

 

 

 

 

INVESTMENT

219.059

264.274

72.198

DEFERREX TAX ASSETS

0.000

0.000

103.025

 

 

 

 

CURRENT ASSETS, LOANS & ADVANCES

 

 

 

 

Inventories

1085.151
860.572

681.676

 

Sundry Debtors

1070.677
1177.959

532.749

 

Cash & Bank Balances

64.361
86.634

146.784

 

Other Current Assets

249.957
138.670

0.000

 

Loans & Advances

413.663
463.297

229.355

Total Current Assets

2883.809

2727.132

1590.564

Less : CURRENT LIABILITIES & PROVISIONS

 

 

 

 

Sundry Creditors

2148.427
2076.413

1618.108

 

Other Current Liabilities

529.780
263.236

125.710

 

Provisions

192.613
125.444

19.522

Total Current Liabilities

2870.820

2465.093

1763.340

Net Current Assets

12.989
262.039

(172.776)

 

 

 

 

MISCELLANEOUS EXPENSES

0.000

0.000

271.200

 

 

 

 

TOTAL

2838.071

2453.140

1899.095

 

PROFIT & LOSS ACCOUNT

 

 

PARTICULARS

31.03.2012

31.03.2011

31.03.2010

 

SALES

 

 

 

 

 

Income

9674.337

8157.200

5576.060

 

 

Other Income

282.969

222.728

174.614

 

 

TOTAL                                     (A)

9957.306

8379.928

5750.674

 

 

 

 

 

Less

EXPENSES

 

 

 

 

 

Cost of material consumed

6832.555

5762.931

4479.100

 

 

Employee benefits expenses

461.046

386.663

266.563

 

 

Other expenses

1676.248

1243.479

0.000

 

 

Selling and Administrative Expenses

0.000

0.000

220.440

 

 

Preliminary/ Deferred Revenue Expenses Written off

0.000

0.000

105.335

 

 

Prior Period Adjustments

23.612

(0.809)

0.000

 

 

Exceptional Items (Gains)/ Loss

0.000

(71.859)

(3.588)

 

 

Change in inventories of finished  goods and work in progress

(29.671)

(15.641)

71.300

 

 

TOTAL                                     (B)

8963.790

7304.764

5139.150

 

 

 

 

 

Less

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

993.516

1075.164

611.524

 

 

 

 

 

Less

FINANCIAL EXPENSES                         (D)

159.961

205.546

256.234

 

 

 

 

 

 

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

833.555

869.618

355.290

 

 

 

 

 

Less/ Add

DEPRECIATION/ AMORTISATION                     (F)

316.027

316.283

140.663

 

 

 

 

 

 

PROFIT BEFORE TAX (E-F)                               (G)

517.528

553.335

214.627

 

 

 

 

 

Less

TAX                                                                  (H)

89.115

128.519

55.751

 

 

 

 

 

 

PROFIT AFTER TAX (G-H)                                (I)

428.413

424.816

158.876

 

 

 

 

 

Add

PREVIOUS YEARS’ BALANCE BROUGHT FORWARD

NA

NA

(565.577)

 

 

 

 

 

Less

Income Tax Paid for Earlier Years / Adjustments

NA

NA

1.871

 

Add: Deduct Prior Period Year’s Expenses/ (Income) (Net)

NA

NA

79.258

 

 

 

 

 

 

BALANCE CARRIED TO THE B/S

NA

NA

(487.830)

 

 

 

 

 

 

EARNINGS IN FOREIGN CURRENCY

 

 

 

 

 

Export Earnings

32.859

77.134

51.985

 

TOTAL EARNINGS

32.859

77.134

51.985

 

 

 

 

 

 

IMPORTS

 

 

 

 

 

Raw Materials

24.393

268.988

1026.522

 

 

Stores & Spares

0.398

3.248

0.000

 

 

Capital Goods

226.662

2.948

0.000

 

TOTAL IMPORTS

251.453

275.184

1026.522

 

 

 

 

 

 

Earnings Per Share (Rs.)

10.88

11.12

2.13

 

 

QUARTERLY RESULTS

 

PARTICULARS

30.06.2012

 

 

1st Quarter

Net Sales

2134.400

Total Expenditure

1952.800

PBIDT (Excl OI)

181.600

Other Income

59.200

Operating Profit

240.800

Interest

40.100

Exceptional Items

0.000

PBDT

200.700

Depreciation

75.200

Profit Before Tax

125.500

Tax

24.400

Provisions and contingencies

0.000

Profit After Tax

101.100

Extraordinary Items

0.000

Prior Period Expenses

0.000

Other Adjustments

0.000

Net Profit

101.100

 

KEY RATIOS

 

PARTICULARS

 

 

31.03.2012

31.03.2011

31.03.2010

PAT / Total Income

(%)

4.30

5.07

2.76

 

 

 

 

 

Net Profit Margin

(PBT/Sales)

(%)

5.35

6.78

3.85

 

 

 

 

 

Return on Total Assets

(PBT/Total Assets}

(%)

11.10

12.54

7.15

 

 

 

 

 

Return on Investment (ROI)

(PBT/Networth)

 

0.33

0.41

0.29

 

 

 

 

 

Debt Equity Ratio

(Total Liability/Networth)

 

2.64

2.66

3.89

 

 

 

 

 

Current Ratio

(Current Asset/Current Liability)

 

1.00

1.11

0.90

 

 

LOCAL AGENCY FURTHER INFORMATION

 

Sr. No.

Check List by Info Agents

Available in Report (Yes / No)

1]

Year of Establishment

Yes

2]

Locality of the firm

Yes

3]

Constitutions of the firm

Yes

4]

Premises details

No

5]

Type of Business

Yes

6]

Line of Business

Yes

7]

Promoter's background

No

8]

No. of employees

Yes

9]

Name of person contacted

No

10]

Designation of contact person

No

11]

Turnover of firm for last three years

Yes

12]

Profitability for last three years

Yes

13]

Reasons for variation <> 20%

-----

14]

Estimation for coming financial year

No

15]

Capital in the business

Yes

16]

Details of sister concerns

Yes

17]

Major suppliers

No

18]

Major customers

Yes

19]

Payments terms

No

20]

Export / Import details (if applicable)

Yes

21]

Market information

-----

22]

Litigations that the firm / promoter involved in

-----

23]

Banking Details

Yes

24]

Banking facility details

Yes

25]

Conduct of the banking account

-----

26]

Buyer visit details

-----

27]

Financials, if provided

Yes

28]

Incorporation details, if applicable

Yes

29]

Last accounts filed at ROC

Yes

30]

Major Shareholders, if available

No

31]

Date of Birth of Proprietor/Partner/Director, if available

No

32]

PAN of Proprietor/Partner/Director, if available

No

33]

Voter ID No of Proprietor/Partner/Director, if available

No

34]

External Agency Rating, if available

Yes

 

 

PERFORMANCE

 

Directors are happy to inform that during the year, the Company, maintaining its leadership position, crossed the landmark Rs. 10000.000 Millions turnover. Its consolidated turnover stood at Rs. 12040.000 Millions as against Rs. 9980.000 Millions in 2010-2011. Consolidated profit after tax for 2011-2012 is Rs. 421.900 Millions compared to Rs. 372.000 Millions in 2010-2011.

 

The Company has paid interim dividend of Rs. 1 per share twice during the year and is proposing to pay final dividend of Rs. 1.50 per equity share. The Company is proposing to pay accumulated dividend of Rs. 43.200 Millions up to 31 March 2012 to IFCI Limited on 12.50% Optionally Convertible Cumulative Preference Shares.

 

In their last annual report, they had stated that the Company would actively pursue broad three objectives - increase in product range, add new markets and enhance shareholders’ value. They are glad to inform that the Company has made significant progress in all the three areas.

 

PRODUCT

 

As mentioned above, the Company’s plans for launch of lift axles and air-suspension is going as per schedule. As part of their strategy, they intend to bring down the share of conventional spring to 65% by FY2015. They are happy to inform that during the year sales of parabolic springs grew by 31%. The Company has tied up with Ashok Leyland Limited for supply of lift axles for its commercial vehicles.

 

MARKET

 

As part of de-risking strategy, the Company has been aggressively trying to penetrate the After Market - India/ Exports. The domestic After Market sale is being spearheaded by Jai Suspension Systems LLP in which the Company is a major partner. They are aiming at minimum 33% turnover from the After Market - India/Exports segment by 2015. They are happy to inform that their efforts in this direction have started yielding results. The After Market - India/Exports sales grew by 37% in 2011-12.

 

LOCATIONS

 

The expansion plan at Yamuna Nagar (Haryana) is complete and Malanpur (Madhya Pradesh) is going on and will be completed in September 2012. The Hosur Plant was completed in June 2012.

 

During the year the Company purchased land in Pune for setting up facility for manufacturing of springs and additional land in Malanpur and Yamuna Nagar for expansion.

 

 

PATENT APPLICATION

 

Patent application filed by the Company for patent in India in respect of its Air Suspension is pending before the authorities. The Company is the owner of copyright of more than 45 designs of Leaf and Parabolic Springs.

 

 

MANAGEMENT DISCUSSION AND ANALYSIS

 

THE COMPANY’S PERCEPTION ABOUT THE INDUSTRY SCENARIO

 

CV industry posted strong performance in 2009-10 and 2010-11. But it grew by 18% in 2011-12 as against 29% growth in 2010-11. While medium and heavy commercial vehicles (M and HCVs) registered the subdued growth of 11%, light commercial vehicles grew at 25%, as per SIAM data. In the overall spring demand grew by 11%.

 

The year also witnessed the government and the Reserve Bank of India efforts to contain inflation which resulted in hardening of interest rates affecting overall economic growth. It is the general perception that if the economic activity does not pick up and the GDP growth is in 5-6% in the current year, it may not spell good news for CV segment.

 

 

THE COMPANY PERCEIVE THE INDUSTRY’S DEMAND OUTLOOK FOR 2012-13

 

The year 2012-13 has begun on a somber note for the CV segment. The first quarter of the fiscal year usually is a slow starter for CV industry.

 

Tight liquidity in banking sector with high lending rates will be a big damper in the demand for CVs. Steady decline in Index of Industrial Production (IIP) from January 2012 onwards also suggests slowdown in truck demand.

 

Given the weak macro factors, growth in commercial vehicles is likely to be moderate in the current year. With the slowdown in industrial activity, medium and heavy commercial vehicles will see a poor performance in the near-term even as Light commercial vehicles will maintain healthy sales momentum, aided by higher hinterland goods transport.

 

 

THE SHORT TERM AND LONG TERM OUTLOOK

 

As the company’s fortune is tied with the CV industry, Jamna would be equally hard hit during economic slowdown due to OEM concentration factor. However, Subject has taken a number of initiatives to insulate itself from such eventuality by trying to reduce OEM concentration risk by diversifying the product range and markets. Besides, it has been constantly trying to improve operational and cost efficiencies across various facets of its operations.

 

The current financial year will be tough. Overall, given the formidable headwinds in the OE segment, consolidated sales levels is likely to be lower in 2012-13 than in the previous year. However, they are confident of maintaining profit levels during 2012-13 thanks to an improved sales-mix, with higher After- Market - India/Export and parabolic spring sales buoying profitability. They expect healthy cash generation and lower capital expenditure, allowing us to pay 33 percent of profits as dividend.

 

 

THE DE-RISKING STRATEGY OF THE COMPANY

 

As stated elsewhere, the company has been aggressively trying to reduce its OEM concentration risk by diversifying the product range and markets. Looking ahead, they expect their top customer to account for less than 33% by 2015. By then, they aim to expand the “Non-OE” contribution to sales to 33% and also to bring down the share of traditional leafsprings to 65% of sales.

 

THE INTERNAL CONTROLS IN THE COMPANY

 

As the company has grown in size and locations, it is of paramount importance that strong internal controls, systems and processes are in place to minimize any risk of fraud or any operational risk. All main HR functions like pay roll etc are being brought under SAP in all the plants. The company had engaged an independent SAP firm to conduct an audit of its existing SAP running in three locations. Gaps identified during the audit process are now being plugged with the aid of an experienced SAP firm. The company wants to bring all the plants under SAP which will bring uniformity in practices of all the plants. Jamna has engaged the prestigious JITPI of Japan to achieve its mission of introducing world class manufacturing concept in all the plants.

 

The Company places strong emphasis on best practices in corporate governance. Periodic audit of secretarial and legal compliances are being done which is supervised by the board of directors. Besides, the reports of the internal auditors are reviewed by the Audit Committee of the Board.

 

 

FIXED ASSETS:

 

·         Goodwill

·         Land

·         Building

·         Plant and Machinery

·         Furniture and Fixtures

·         Vehicles

·         Office Equipment

·         Other assets

·         Computer and Software

 

 

STATEMENT OF UN-AUDITED STANDALONE FINANCIAL RESULTS FOR THE QUARTER ENDED 30 JUNE 2012

                                                                                                                            (Rs. In millions)

Particulars

Quarter Ended 30.06.2012

(Un-audited)

 (a) Net Sales/ Income from operation

2134.400

 (b) Other Operating Income

-

Total Income

2134.400

 2. Expenditure

 

Cost of material consumed

1670.200

Changes in inventories of finished goods and work in progress

(315.800)

Employees benefits expenses

131.500

Depreciation and amortisation expenses

75.200

Power and fuel

231.100

Other expenses

235.800

Total

2028.000

3. Profit(+)/ Loss(-) from Operations before other Income Interest and Exceptional Item(1-2)

106.400

4. Other Income-Foreign Exchange Fluctuation-Gain/(Loss)

59.200

5. Profit(+)/ Loss(-) before Interest and Exceptional Item

165.600

6. Interest

40.100

7. Profit(+)/ Loss(-) after Interest but before Exceptional Item (5-6)

125.500

8. Exceptional Items

--

9. Profit(+)/ Loss (-) from ordinary activities  before Tax (7-8)

125.500

10. Tax Expenses

24.400

11. Net Profit(+)/ Loss (-) from ordinary activities after Tax (9-10)

101.100

12. Extraordinary Items (Net of Tax Expense Rs.________)

--

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

101.100

14. Paid Up Equity Share Capital (Face Value of Rs.10 Per Share)

394.700

15. Reserves excluding Revaluation Reserves as per Balance Sheet of Previous Accounting Year

--

16. Earning per Share (EPS)

 

a) Basic and diluted EPS before extraordinary items for the period, for the year to date and for the previous year (not  annualised)

2.53

b) Basic and diluted EPS after extraordinary items for the period, for the year to date and for the previous year (not  annualised)

2.51

 

* Figures for the three months ended 31 March 2012 are the balancing figures between audited figures in respect of full previous financial year and the published year to date figures up to the third quarter of the previous financial year. Also, the figures up to the end of the third quarter of the previous financial were only reviewed and not subject to audit.

 

17. Public Shareholding

22060891

Number of Shares

55.89%

% of Share holding

 

18. Promoters and promoter group Shareholding

 

a) Pledged/Encumbered

 

 -   Number of shares

1652174

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

9.49%

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

4.19%

b) Non-encumbered

 

 -   Number of shares

15757656

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

90.51%

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

39.92%

 

 

Particulars

Quartered Ended 30.06.2012

Pending at the beginning of the quarter

Nil

Received during the quarter

2

Disposed of during the quarter

2

Remaining unresolved at the end of the quarter

Nil

 

NOTES

 

1.       The above results were reviewed by the Audit Committee and approved by the Board of Directors at their meeting held on 30 July 2012.

 

2.       The Statutory Auditor of the Company have carried out a Limited Review of the financial results for the quarter ended 30 June 2012 and an unmodified report has been issued.

 

3.       Pursuant to the decision made in the meeting of partners of Jai Suspension Systems Limited Liability Partnership (LLP), in which Jamna Auto Industries Limited is a partner, conducted on 30 June 2012, it was decided that profits earned by the LLP for the quarter ended 30 June 2012 amounting to Rs.55.000 Millions, be credited to the respective current accounts of the partners. The same has been included under other income.

 

4.       The Company published its audited financial results under clause 41 of the of the Listing Agreement for the year ended 31 March 2012, based on the meeting of the Board of Directors on 30 May 2012. Thereafter at a Board of Directors meeting held on 7 June 2012, at which the audited financial statements for the year ended 31 March 2012 prepared under the Companies Act were approved, the Board of Directors recommended a final equity dividend of 15 % and cumulative preference dividend aggregating to Rs. 118.900 Millions. The reserves and surplus balance disclosed in the audited financial results for the year ended 31 March 2012 have been adjusted in the Statement to reflect the above.

 

5.       The Company is in the business of manufacturing parabolic/ tapered leaf spring and air suspension spring. As the Company’s business activities fall within a single business segment, no segment disclosures are required.

 

6.       During the quarter ended 30 June 2012, equity share capital has increased by 57,260 shares due to allotment made to the employees upon exercise of stock options. Current period earnings per share has been computed after considering the impact for preference dividend and outstanding employee stock options.

 

7.       Previous period figures which were reviewed by the erstwhile statutory auditors have been re-grouped/re-classified/re-arranged wherever necessary to make them comparable.


 

WEBSITE DETAILS:

 

PROFILE:

Mr. Bhupinder Singh Jauhar is the spirit behind the Jamna Group. He started the spring business in 1954 in a small shop in Yamuna Nagar which has now acquired global recognition as the third largest producer of Leaf and Parabolic Springs in the world. He is actively associated with leading educational institutions in Yamuna Nagar and Ambala. Mr. Jauhar is currently the non executive Chairman of the board of directors of the company and is Chief Mentor of the Group.

Subject five state of the art manufacturing facilities are located at Yamuna Nagar, Malanpur (near Gwalior), Chennai, Jamshedpur and Lucknow. The Hosur facility is under implementation stage. Its wholly owned subsidiary, Jai Suspension Systems LLP (JSS LLP) has a plant at Pant Nagar in Uttarakhand.

Subject is the third largest manufacturer of Leaf and Parabolic springs in the world. The company will soon launch Air Suspension Systems for buses. Advance trials are currently going on before the formal launch. It is also introducing Lift Axles and Bogie Suspensions for the first time in India which will enhance efficiency of CVs covering long distances and in mining segment.

Subject has built up a strong dealer network, through its subsidiary - Jai Suspension Systems LLP (JSS LLP), all over the country to support growing domestic After Market demand. The company sells springs under the "JAI" brand in the After Market and its products command premium.

Suspension system is a highly critical component in commercial vehicles. And it is because of this reason Subject places high reliance on constant technological innovation and adoption of the best practices in world class manufacturing in all its Plants.

NEWS

 

PRESS RELEASE

 

OUTCOME OF 46TH ANNUAL GENERAL MEETING

18 August 2012

 

 

 Members of the Company, at their 46th Annual General Meeting of the Company held on Saturday, 18 August 2012, at 9.30 a.m. at the Registered Office of the Company have:

 

 

1.       Approved and adopted the audited Balance Sheet of the Company as at March 31, 2012, Statement of Profit and Loss for the period ended on that date, Report of the Board of Directors and Auditors report.

 

2.       Declared final dividend of Rs 1.5 on equity share of Rs. 10 each. Dividend on equity shares shall be paid on 4 September 2012.

 

3.       Re-appointed Mr. Uma Kant Singhal as Director retiring by rotation.

 

4.       Re-appointed Mr. Chander Kailash Vohra as Director retiring by rotation.

 

5.       Re-appointed Mr. Pradeep Singh Jauhar as Director retiring by rotation.

 

6.       Re-appointed M/s B S R & Co; Chartered Accountants as the statutory auditor to hold office from this Annual General Meeting till the conclusion of next Annual General Meeting and authorised Board to fix their remuneration.

 

7.       Declared Preference Dividend of Rs. 43200000 accumulated on the 12.5% Redeemable Optionally Convertible Preference Shares of Rs. 100 each. Dividend on Preference Shares shall be paid on 24 August 2012.

 

8.       Appointed Mr. Jainender Kumar Jain as Director of the Company, liable to retire by rotation.

 

9.       Re-appointed Mr. S. P. S. Kohli as President and Executive Director for a term of three years with effect from 23 October 2011 to 22 October 2014.

 

 

 

 


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. 55.89

UK Pound

1

Rs. 88.63

Euro

1

Rs. 70.02

 

 

INFORMATION DETAILS

 

Report Prepared by :

DPT


 

SCORE & RATING EXPLANATIONS

 

SCORE FACTORS

 

RANGE

POINTS

HISTORY

1~10

5

PAID-UP CAPITAL

1~10

3

OPERATING SCALE

1~10

3

FINANCIAL CONDITION

 

 

--BUSINESS SCALE

1~10

3

--PROFITABILIRY

1~10

4

--LIQUIDITY

1~10

3

--LEVERAGE

1~10

3

--RESERVES

1~10

4

--CREDIT LINES

1~10

2

--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

 

30

 

This score serves as a reference to assess SC’s credit risk and to set the amount of credit to be extended. It is calculated from a composite of weighted scores obtained from each of the major sections of this report. The assessed factors and their relative weights (as indicated through %) are as follows:

 

Financial condition (40%)            Ownership background (20%)                 Payment record (10%)

Credit history (10%)                    Market trend (10%)                                Operational size (10%)

 


 

RATING EXPLANATIONS

 

 

RATING

STATUS

 

 

PROPOSED CREDIT LINE

>86

Aaa

Possesses an extremely sound financial base with the strongest capability for timely payment of interest and principal sums

 

Unlimited

71-85

Aa

Possesses adequate working capital. No caution needed for credit transaction. It has above average (strong) capability for payment of interest and principal sums

 

Large

56-70

A

Financial & operational base are regarded healthy. General unfavourable factors will not cause fatal effect. Satisfactory capability for payment of interest and principal sums

 

Fairly Large

41-55

Ba

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

 

Satisfactory

26-40

B

Capability to overcome financial difficulties seems comparatively below average.

 

Small

11-25

Ca

Adverse factors are apparent. Repayment of interest and principal sums in default or expected to be in default upon maturity

 

Limited with full security

<10

C

Absolute credit risk exists. Caution needed to be exercised

 

 

Credit not recommended

-

NB

                                       New Business

-

 

 

 

 

 

PRIVATE & CONFIDENTIAL : This information is provided to you at your request, you having employed MIPL for such purpose. You will use the information as aid only in determining the propriety of giving credit and generally as an aid to your business and for no other purpose. You will hold the information in strict confidence, and shall not reveal it or make it known to the subject persons, firms or corporations or to any other. MIPL does not warrant the correctness of the information as you hold it free of any liability whatsoever. You will be liable to and indemnify MIPL for any loss, damage or expense, occasioned by your breach or non observance of any one, or more of these conditions

This report is issued at your request without any risk and responsibility on the part of MIRA INFORM PRIVATE LIMITED (MIPL) or its officials.