|
Report Date : |
10.04.2013 |
IDENTIFICATION DETAILS
|
Name : |
APAR INDUSTRIES LIMITED (w.e.f
08.10.1999) |
|
|
|
|
Formerly Known As : |
GUJARAT APAR POLYMER LIMITED |
|
|
|
|
Registered Office : |
301, Panorama Complex, |
|
|
|
|
Country : |
|
|
|
|
|
Financials (as on) : |
31.03.2012 |
|
|
|
|
Date of Incorporation : |
28.09.1989 |
|
|
|
|
Com. Reg. No.: |
04-012802 |
|
|
|
|
Capital
Investment / Paid-up Capital : |
Rs. 359.720
Millions |
|
|
|
|
CIN No.: [Company
Identification No.] |
L91110GJ1989PLC012802 |
|
|
|
|
TAN No.: [Tax
Deduction & Collection Account No.] |
BRDA01335F /
BRDA01312D / BRDA00836D |
|
|
|
|
Legal Form : |
A Public Limited
Liability Company. The Company’s Shares are Listed on the Stock Exchanges. |
|
|
|
|
Line of Business : |
Manufacturer of oil well parts, fuel tank liners, fuel hoses,
gaskets, packing oil seals and other oil-resistant applications. |
|
|
|
|
No. of Employees : |
855 [Approximately] |
RATING & COMMENTS
|
MIRA’s Rating : |
Ba (54) |
|
RATING |
STATUS |
PROPOSED CREDIT LINE |
|
|
41-55 |
Ba |
Overall operation is considered normal. Capable to meet normal
commitments. |
Satisfactory |
|
Maximum Credit Limit : |
USD 18830000 |
|
|
|
|
Status : |
Good |
|
|
|
|
Payment Behaviour : |
Regular |
|
|
|
|
Litigation : |
Clear |
|
|
|
|
Comments : |
Subject is a well established company having a good track record.
There appears slight dip in the profitability during 2012. However, general financial position seems to be strong. The promoters
and management seems to be experienced. The rating also takes into consideration it long term relationship
with its customers and well established market position. Trade relations are reported to be fair. Business is active. Payments
are reported to be regular and as per commitment. The company can be considered for normal business dealings at usual
trade terms and condition. |
NOTES :
Any query related to this report can be made
on e-mail : infodept@mirainform.com
while quoting report number, name and date.
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 |
CARE |
|
Rating |
A1+ (Short Term Bank Facilities) |
|
Rating Explanation |
Having adequate degree of safety regarding timely servicing of financial
obligation. It instruments carry low credit risk. |
|
Date |
January 2013 |
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.
INFORMATION DECLINED BY
|
Name : |
Mr. Parames Waran |
|
Designation : |
Key Executive |
|
Contact No.: |
91-22-22820400 |
|
Date : |
09.04.2013 |
LOCATIONS
|
Registered
Office : |
301, Panorama
Complex, |
|
Tel. No.: |
91-265-2331935/ 2339906 |
|
Fax No.: |
91-265-2330309 |
|
E-Mail : |
|
|
Website : |
|
|
|
|
|
Corporate
Office : |
Apar House,
Corporate Park, |
|
Tel. No.: |
91-22-25263400/67800400 |
|
Fax No.: |
91-22-25246326 |
|
E-Mail : |
|
|
|
|
|
Specialty Oils
Manufacturing Facility |
Rabale – Navi Mumbai 18,TT.C. M.I.D.C. Industrial Area, Near Rabale Telephone.
Exchange, Tel. No.: 91-22 - 27694756 Fax No.: 91-22 - 27694757 Email: apar_thane@apar.com |
|
|
|
|
Aluminium Conductors Manufacturing Facility |
Silvassa – D. and NH
Tel. No.: 91-260 - 2630193 / 2630194 / 2630282 / 2630961 Email: aparsil@apar.com Nalagarh – HP Khasra No. 467, Hadbast No. 101, Muuza Beer
Plassi, Tehsil. Nalagarh, Tel. No.: 91-1795 - 265389 / 200384 Email: apar_nalagarh@apar.com |
|
|
|
|
Branch
Office : |
Located At: ·
· Chennai ·
New · Kolkata ·
· Pune ·
·
|
DIRECTORS
AS ON 31.03.2012
|
Name : |
Dr. Narendra D.
Desai |
|
Designation : |
Chairman and
Managing Director |
|
Date of
Birth/Age : |
62 Years |
|
Qualification
: |
B.Sc. (Hons), |
|
Date of
Appointment : |
28.09.1989 |
|
|
|
|
Name : |
Mr. N. K.
Thingalaya |
|
Designation : |
Director |
|
Date of
Birth/Age : |
04.11.1937 |
|
Qualification
: |
Ph. D.
(Economics) |
|
Date of
Appointment : |
27.07.2001 |
|
Other Directorships:- |
Canbank Investment
Management Services Limited |
|
|
|
|
Name : |
Mr. F. B. Virani |
|
Designation : |
Director |
|
Date of
Birth/Age : |
26.06.1945 |
|
Qualification
: |
B. E. (Chemical
Engineering), M. S. (Chemical Engineering) ( |
|
Date of Appointment
: |
27.07.2001 |
|
Other Directorships:- |
1. Dyna Cybertech Services Private Limited 2. Uniflex Cables Limited |
|
|
|
|
Name : |
Mr. Kushal N.
Desai |
|
Designation : |
Managing Director |
|
Date of
Birth/Age : |
21.02.1967 |
|
Qualification
: |
B.Sc. Hons.,
(Ele. Engg.) |
|
Date of
Appointment : |
24.03.1999 |
|
|
|
|
Name : |
Mr. C. N. Desai |
|
Designation : |
Joint Managing
Director |
|
Date of
Birth/Age : |
15.07.1971 |
|
Qualification
: |
B.Sc (Hons.) (Chem.
Engg.) |
|
Date of
Appointment : |
29.05.1993 |
|
|
|
|
Name : |
Mr. H. N. Shah |
|
Designation : |
Director |
|
|
|
|
Name : |
Mr. Rajesh Sehgal |
|
Designation : |
Additional Director (w.e.f.
27th June, 2011) |
|
Date of
Birth/Age : |
16.02.1971 |
|
Qualification
: |
PGDBM, CFA. |
|
Other Directorships:- |
HPL Additives Limited |
|
|
|
|
Name : |
Mr. Sanjiv Mahehwari |
|
Designation : |
Additional Director (w.e.f. 24.08.2011) |
KEY EXECUTIVES
|
Name : |
Mr. Sanjaya
Kunder |
|
|
Designation : |
Company Secretary
|
|
|
|
|
|
|
Name : |
Mr. Parames Waran |
|
|
Designation : |
Key Executive |
|
|
|
|
|
|
Audit
Committee: |
|
|
MAJOR SHAREHOLDERS / SHAREHOLDING PATTERN
AS ON 31.12.2012
|
Category of
Shareholder |
No. of Shares |
% of No. of
Shares |
|
|
|
|
|
|
|
(1) Indian |
|
|
|
|
Individuals / Hindu Undivided Family |
20836923 |
54.16 |
|
|
|
110978 |
0.29 |
|
|
|
1635387 |
4.25 |
|
|
Trusts |
1635387 |
4.25 |
|
|
Sub Total |
22583288 |
58.7 |
|
|
|
|
|
|
|
|
22583288 |
58.7 |
|
|
(B) Public Shareholding |
|
|
|
|
(1) Institutions |
|
|
|
|
|
2563905 |
6.66 |
|
|
|
409 |
0 |
|
|
Foreign Institutional Investors |
2081176 |
5.41 |
|
|
Sub Total |
4645490 |
12.08 |
|
|
|
|
|
|
|
|
7484919 |
19.46 |
|
|
Individuals |
|
|
|
|
Individual shareholders holding nominal share capital up to Rs. 0.100
Million |
2544515 |
6.61 |
|
|
|
1012474 |
2.63 |
|
|
|
199745 |
0.52 |
|
|
Foreign Nationals |
68797 |
0.18 |
|
|
Hindu Undivided Families |
129888 |
0.34 |
|
|
|
1060 |
0 |
|
|
|
11241653 |
29.22 |
|
|
Total Public shareholding (B) |
15887143 |
41.3 |
|
|
Total (A)+(B) |
38470431 |
100 |
|
|
|
0 |
0 |
|
|
(1) Promoter and Promoter Group |
0 |
0 |
|
|
(2) Public |
0 |
0 |
|
|
|
0 |
0 |
|
|
Total (A)+(B)+(C) |
38470431 |
0 |
Shareholding of securities
(including shares, warrants, convertible securities) of persons belonging to
the category Promoter and Promoter Group
|
Sl.No. |
Name of the
Shareholder |
Details of
Shares held |
Total shares (including
underlying shares assuming full conversion of warrants and convertible
securities) as a % of diluted share capital |
||
|
No. of Shares
held |
As a % of grand
total (A)+(B)+(C) |
|
|||
|
1 |
Dr N D Desai |
68,85,222 |
17.9 |
17.9 |
|
|
2 |
Kushal N Desai |
68,91,778 |
17.91 |
17.91 |
|
|
3 |
Chaitnaya N Desai |
68,80,610 |
17.89 |
17.89 |
|
|
4 |
Chaitanya N Desai Family Trust - Trustee
Dr N D Desai |
95,238 |
0.25 |
0.25 |
|
|
5 |
Kushal Chaitanya Desai Family Trust -
Trustee Dr N D Desai |
72,634 |
0.19 |
0.19 |
|
|
6 |
Kushal N Desai Family Trust - Trustee Dr N
D Desai |
2,881 |
0.01 |
0.01 |
|
|
7 |
Rishabh K Desai |
3,200 |
0.01 |
0.01 |
|
|
8 |
Gaurangi K Desai |
3,200 |
0.01 |
0.01 |
|
|
9 |
Noopur K Desai |
2,160 |
0.01 |
0.01 |
|
|
10 |
Apar Corporation Private Limited |
1,10,654 |
0.29 |
0.29 |
|
|
11 |
Scope Private Limited |
324 |
0 |
0 |
|
|
12 |
All Benefit Trust |
16,35,387 |
4.25 |
4.25 |
|
|
|
Total |
2,25,83,288 |
58.7 |
58.7
|
|
(*) The term encumbrance has the same meaning as assigned to
it in regulation 28(3) of the SAST Regulations, 2011.
Shareholding of securities (including shares, warrants,
convertible securities) of persons belonging to the category Public and holding
more than 1% of the total number of shares
|
Sl. No. |
Name of the
Shareholder |
No. of Shares
held |
Shares as % of
Total No. of Shares |
Total shares
(including underlying shares assuming full conversion of warrants and convertible
securities) as a % of diluted share capital |
|
|
1 |
Templeton Strategic Emerging Markets Funds
III LDC |
3636363 |
9.45 |
9.45 |
|
|
2 |
Shinny Limited Mauritius |
2635138 |
6.85 |
6.85 |
|
|
3 |
Reliance Capital Trustee Company Limited A/c
Reliance Diversified Power Sector Fund |
1914238 |
4.98 |
4.98 |
|
|
4 |
Raiffeisen Kapital Anlage - Gesellschaft Mit Beschrankter Haftung A/c
Raiffeisen Eurasien Aktien Fonds |
1000000 |
2.6 |
2.6 |
|
|
5 |
Mackenzie Cundill Emerging Markets Value
Class |
665850 |
1.73 |
1.73 |
|
|
6 |
Aadi Financial Advisors LLP |
428804 |
1.11 |
1.11 |
|
|
7 |
Ashish Dhawan |
403960 |
1.05 |
1.05 |
|
|
|
Total |
10684353 |
27.77 |
27.77
|
Shareholding of securities (including shares, warrants, convertible
securities) of persons (together with PAC) belonging to the category “Public”
and holding more than 5% of the total number of shares of the company
|
Sl. No. |
Name(s) of the
shareholder(s) and the Persons Acting in Concert (PAC) with them |
No. of Shares |
Shares as % of
Total No. of Shares |
Total shares
(including underlying shares assuming full conversion of warrants and
convertible securities) as a % of diluted share capital |
|
|
1 |
Templeton Strategic Emerging Markets Funds
III LDC |
3636363 |
9.45 |
9.45 |
|
|
2 |
Shinny Limited Mauritius |
2635138 |
6.85 |
6.85 |
|
|
|
Total |
6271501 |
16.3 |
16.3 |
Details of Locked-in Shares
|
Sl. No. |
Name of the Shareholder |
No. of Shares |
Locked-in Shares as % of |
|
Total No. of Shares |
|||
|
1 |
Dr Narendra Dharmsinh Desai |
100 |
0 |
|
2 |
All Benefit Trust |
16,35,387 |
4.25 |
|
|
Total |
16,35,487 |
4.25
|
BUSINESS DETAILS
|
Line of Business : |
Manufacturer of oil well parts, fuel tank liners, fuel
hoses, gaskets, packing oil seals and other oil-resistant applications. |
||||||||||
|
|
|
||||||||||
|
Products : |
|
PRODUCTION STATUS [AS ON 31.03.2011]
|
Particulars |
Unit |
Licensed
Capacity |
Installed
Capacity |
Actual
Production |
|
Transformer Oils |
MT |
153495* |
372773 |
136997 |
|
|
KL |
182000 |
- |
|
|
Special Grade Pharmaceutical Oils |
MT |
86025* |
- |
58171 |
|
|
KL |
102000 |
- |
|
|
Other Specialities Oils (including R.P.Oils) |
MT |
133253* |
- |
66431 |
|
|
KL |
158000 |
- |
|
|
ii) AAC, AAAC and ACSR Conductors |
MT |
116000* |
103679 |
93270 |
|
iii) Aluminium rods suitable for further
manufacture of ACSR/AAC/AAAC |
MT |
110000* |
86600 |
78016 |
* Company's application for manufacture has been taken on record and registered by the concerned Government authorities.
Notes:
a) Installed capacities are certified by Management of the Company and not verified by the auditors as this is a technical matter.
b) In cases where installed capacities exceed the licensed capacities, the Company's applications to the Government for regularization of the same have been accepted in part only or are pending with the Government.
GENERAL INFORMATION
|
No. of Employees : |
855 [Approximately] |
|||||||||||||||||||||||||||
|
|
|
|||||||||||||||||||||||||||
|
Bankers : |
·
Union Bank of India ·
Syndicate Bank ·
ING-Vysya Bank Limited ·
IDBI Bank Limited ·
ICICI Bank Limited ·
State Bank of India ·
Standard Chartered Bank ·
Bank of Baroda ·
Axis Bank Limited ·
Credit Agricole – Corporate and Investment Bank |
|||||||||||||||||||||||||||
|
|
|
|||||||||||||||||||||||||||
|
Facilities : |
|
|||||||||||||||||||||||||||
|
|
|
|
Banking
Relations : |
-- |
|
|
|
|
Auditors : |
|
|
Name : |
Sharp and Tannan Chartered Accountant |
|
Address : |
Mumbai, Maharashtra, India |
|
|
|
|
Joint Ventures : |
·
Apar Chematek Lubricants Limited |
|
|
|
|
Subsidiaries : |
·
Petroleum Specialties Pte. Limited, Singapore ·
Power Oil Specialities Products FZE Sharjah
(closed on 21st February, 2011) ·
Quantum Apar Specialities Oil Pty. Limited
(subsidiary of Petroleum Specialities Pte. Limited) ·
Marine Cables and Wires Private Limited
(subsidiary of Apar Industries Limited after amalgamation of Uniflex Cables
Limited) |
|
|
|
|
Other Related Parties |
·
Apar Corporation Private Limited ·
Kushal Chaitanya Desai Family Trust ·
Chaitanya N. Desai Family Trust ·
Catalis World Private Limited ·
Gayatri Associates ·
AIL Benefit Trust ·
Apar Technologies Private Limited ·
Kushal N. Desai Family Trust ·
Apar Investment Inc ·
Apar Investment (Singapore) Pte. Limited |
CAPITAL STRUCTURE
AS ON 31.03.2012
Authorised Capital :
|
No. of Shares |
Type |
Value |
Amount |
|
|
|
|
|
|
91998750 |
Equity Shares |
Rs.10/- each |
Rs. 919.990 Millions |
|
|
|
|
|
Issued, Subscribed & Paid-up Capital :
|
No. of Shares |
Type |
Value |
Amount |
|
|
|
|
|
|
35972394 |
Equity Shares |
Rs.10/- each |
Rs. 359.720
Millions |
|
|
|
|
|
NOTES
a.
Reconciliation of
the number of shares outstanding at the beginning and at the end of the year.
|
|
March 31, 2012 |
|
|
Equity Shares |
No. of shares |
Rs.
million |
|
At the beginning of the year |
32,336,031 |
323.360 |
|
Issued during the period-fresh issue* |
3,636,363 |
36.360 |
|
Outstanding at
the end of the year |
35,972,394 |
359.720 |
* The Company has
issued and allotted 3,636,363 Equity shares (10.11% post allotment) of Rs. 10 each at a premium of Rs. 210 per share on
preferential allotment basis on 4th May, 2011 to Templeton Strategic Emerging
Markets Fund III, L.D.C. post allotment, the paid-up capital of the Company has
been increased to Rs. 359.72 million consisting of 35,972,394 Equity Shares of
Rs. 10 each fully paid.
b.
Disclosure as
required by Accounting Standard (AS) 14 Accounting for Amalgamations :
(i)
Uniflex Cables Limited (UCL) was engaged in the business
of manufacturing and sale of insulated Wires and Cables including Optical fibre
and jelly- filled Cables.
(ii)
UCL was declared as Sick Industrial Company by
Hon'ble Board for Industrial & Financial Reconstruction (BIFR) on 15th
October, 2010.
(iii)
Pursuant to the Rehabilitation Scheme of UCL,
envisaging Amalgamation of UCL with the Company by Hon'ble BIFR vide the Order
dated 13th September, 2012 sanctioned Amalgamation retrospectively with effect
from 1st April, 2010 (the appointed date). The Scheme has accordingly, been
given effect in financial statements. The effective date of amalgamation is
18th September, 2012.
(iv)
The amalgamation has been accounted for under the
'Pooling of Interest method' as prescribed by Accounting Standard (AS) 14
Accounting for Amalgamations, specified by the Companies (Accounting Standard)
Rules, 2006. Accordingly, the assets, liabilities including contingent
liabilities and reserve of UCL as at 1st April, 2010 have been taken at their
book values as stipulated in the said Scheme. The reserves of the transferor
Company have been transferred to the respective reserves.
(v)
Based on the approved exchange ratio as provided in
the Scheme, 2,498,037 number of equity shares will be issued to the equity
share holders of UCL in the ratio of 1 equity share of the face value of Rs. 10
each in the Company for every 10 equity shares held in erstwhile UCL. In terms
of the Scheme, the said equity shares, when issued and allotted by the Company
shall rank, in all respects pari-passu
with the existing equity shares of the Company.
(vi)
The difference between the amount of share capital
of the erstwhile UCL and the amount of fresh share capital issued by the
Company on amalgamation amounting to Rs. 224.82 million is treated as capital
reserve and has been added to the Capital Reserve of the Company.
(vii)
The amalgamation has resulted in transfer of
assets, liabilities and reserves as on 1st April, 2010 in accordance with the
terms of the Scheme is as under:
|
Particulars |
Rs. in Millions |
|
Fixed Assets |
560.580 |
|
Investment |
23.240 |
|
Current Assets |
1376.680 |
|
|
1960.500 |
|
Less: Current Liabilities and Provisions |
684.550 |
|
Less: Secured and Unsecured loans |
1322.120 |
|
Less: Transfer to Share Premium Account |
423.920 |
|
Less: Transfer to Capital Reserve |
17.050 |
|
Less: Transfer to Statement of profit and loss |
(736.940) |
|
Net Assets transferred |
249.800 |
|
Consideration for Amalgamation |
24.980 |
|
Balance transferred to Capital Reserve |
224.820 |
(viii)
As provided in the Scheme 1,635,388 number of
equity shares to be issued by the Company in lieu of 16,353,875 number of
equity shares held by the Company in the erstwhile UCL will be transferred to
‘AIL Benefit Trust’ for the sole benefit of the Company. Accordingly, the cost
(net of provision for dimunition in value) of the aforesaid investment of the
Company Rs. 278.83 million is reflected as "Receivable from AIL Benefit
Trust",
(ix)
After giving effect to the scheme net-worth of
erstwhile UCL, has become positive and as such the company will make an
application to Hon'ble BIFR to take discharge from BIFR.
(x)
Deferred tax asset of Rs. 263.50 million has been
created for carried forward losses/depreciation and timing differences of
erstwhile UCL by crediting to General Reserve.
(xi)
In view of amalgamation, current year figures are
not strictly comparable to those of the previous year.
c.
Terms/rights attached to equity shares
(i)
The Company has only one class of equity shares having
a par value of Rs. 10 per share. Each holder of equity shares is entitled to
one vote per share. The Company declares and pays dividends in Indian rupees.
The dividend proposed by the Board of Directors is subject to the approval of
the shareholders in the ensuing Annual General Meeting.
(ii)
During the year ended 31 March, 2012, the amount of
per share dividend recognized as distributions to equity shareholders is Rs. 4
/-, (Rs. 6 for FY 2011).
(iii)
In the event of liquidation of the Company, the
holders of equity shares will be entitled to receive remaining assets of the
Company, after distribution of all preferential amounts. The distribution will
be in proportion to the number of equity shares held by the shareholders.
d.
Details of
Shareholders holding more than 5% shares in the company
|
|
March 31, 2012 |
|
|
Equity shares of
Rs. 10/- each fully paid |
No. of Shares |
% of Holdings in
the class |
|
Dr. N. D. Desai |
6804939 |
18.92% |
|
Kushal N. Desai |
6831778 |
18.99% |
|
Chaitanya N. Desai |
6820610 |
18.96% |
|
Templeton Strategic Emerging Markets Fund III, L.D.C. |
3636363 |
10.11% |
|
Shinny Limited, Mauritius |
2635138 |
7.33% |
|
Reliance Capital
Trustee Company Limied A/c. Reliance Diversified Power Sector Fund |
1914238 |
5.32% |
As per of the
Company, including its register of shareholders/members and other declarations
received from shareholders regarding beneficial interest, the above
shareholding represents both legal and beneficial ownerships of shares.
e.
Shares reserved
for issue under options
The Company
provides share-based payment to its employees. During the year ended 31 March,
2012, an Employee Stock Option Plan (ESOP) was in existence. The relevant
details of the scheme and the grant are as below:
Members' approval
was obtained at the Annual General Meeting held on 9th August, 2007 for
introduction of Employee Stock Option Scheme to issue and grant up to 1,616,802
options but the Board has granted 175,150 options till date.
|
|
March 31, 2012 |
|
i. Outstanding at the beginning of the year |
175150 |
|
ii. Granted during the year |
58384 |
|
iii. Forfeited during the year |
-- |
|
iv. Exercised during the year |
-- |
|
v. Outstanding at the end of the year |
175150 |
|
vi. Exercisable at the end of the year |
175150 |
f.
Aggregate number of bonus shares issued for
consideration other than cash during the period of five years immediately
preceding the reporting date :
The Company has allotted
8,084,008 fully paid Bonus Equity Shares of Rs. 10 each, on 12th January, 2007
by utilisation of Rs. 80.84 million out of Capital Redemption Reserve in the
ratio of 1 Bonus Equity Share for 3 equity shares held.
AS ON 09.11.2012
Authorised Capital :
|
No. of Shares |
Type |
Value |
Amount |
|
|
|
|
|
|
91998750 |
Equity Shares |
Rs.10/- each |
Rs. 919.988 Millions |
|
|
|
|
|
Issued, Subscribed & Paid-up Capital :
|
No. of Shares |
Type |
Value |
Amount |
|
|
|
|
|
|
38470431 |
Equity Shares |
Rs.10/- each |
Rs. 384.704
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 |
359.720 |
323.360 |
323.360 |
|
|
2] Share Capital Suspense Account |
24.980 |
0.000 |
0.000 |
|
|
3] Reserves & Surplus |
4324.920 |
3423.930 |
2606.478 |
|
|
4] (Accumulated Losses) |
0.000 |
0.000 |
0.000 |
|
|
NETWORTH |
4709.620 |
3747.290 |
2929.838 |
|
|
LOAN FUNDS |
|
|
|
|
|
1] Secured Loans |
967.770 |
608.070 |
574.547 |
|
|
2] Unsecured Loans |
8701.760 |
4969.640 |
301.747 |
|
|
TOTAL BORROWING |
9669.530 |
5577.710 |
876.294 |
|
|
DEFERRED TAX LIABILITIES |
134.720 |
93.480 |
80.320 |
|
|
|
|
|
|
|
|
TOTAL |
14513.870 |
9418.480 |
3886.452 |
|
|
|
|
|
|
|
|
APPLICATION OF FUNDS |
|
|
|
|
|
|
|
|
|
|
|
FIXED ASSETS [Net Block] |
1816.780 |
1216.840 |
1198.779 |
|
|
FIXED ASSETS HELD FOR SALE/DISPOSAL |
0.000 |
0.000 |
0.732 |
|
|
Capital work-in-progress |
216.350 |
21.690 |
9.244 |
|
|
|
|
|
|
|
|
INVESTMENT |
59.940 |
315.540 |
317.508 |
|
|
DEFERREX TAX ASSETS |
0.000 |
0.000 |
0.000 |
|
|
|
|
|
|
|
|
CURRENT ASSETS, LOANS & ADVANCES |
|
|
|
|
|
|
Inventories |
6662.490
|
4273.350
|
3782.880
|
|
|
Sundry Debtors |
8320.520
|
6297.760
|
3784.270
|
|
|
Cash & Bank Balances |
8245.800
|
3832.700
|
4697.069
|
|
|
Other Current Assets |
544.630
|
127.260
|
0.000
|
|
|
Loans & Advances |
1843.090
|
3060.550
|
2047.919
|
|
Total
Current Assets |
25616.530
|
17591.620 |
14312.138 |
|
|
Less : CURRENT
LIABILITIES & PROVISIONS |
|
|
|
|
|
|
Sundry Creditors |
8556.770
|
6816.570
|
9437.888
|
|
|
Other Current Liabilities |
4426.380
|
2541.340
|
2304.540
|
|
|
Provisions |
212.580
|
369.300
|
209.521
|
|
Total
Current Liabilities |
13195.730
|
9727.210 |
11951.949 |
|
|
Net Current Assets |
12420.800
|
7864.410
|
2360.189
|
|
|
|
|
|
|
|
|
MISCELLANEOUS EXPENSES |
0.000 |
0.000 |
0.000 |
|
|
|
|
|
|
|
|
TOTAL |
14513.870 |
9418.480 |
3886.452 |
|
PROFIT & LOSS
ACCOUNT
|
|
PARTICULARS |
31.03.2012 |
31.03.2011 |
31.03.2010 |
|
|
|
SALES |
|
|
|
|
|
|
|
Income |
34545.380 |
27233.410 |
19980.543 |
|
|
|
Other Income |
7.090 |
1.270 |
166.386 |
|
|
|
TOTAL (A) |
34552.470 |
27234.680 |
20146.929 |
|
|
|
|
|
|
|
|
Less |
EXPENSES |
|
|
|
|
|
|
|
Cost of raw materials and components consumed |
28499.110 |
21546.950 |
|
|
|
|
Purchases of stock-in-trade |
107.410 |
111.590 |
|
|
|
|
Employee benefits expense |
439.420 |
250.270 |
|
|
|
|
Other expenses |
4152.070 |
3348.060 |
|
|
|
|
Exceptional items |
19.570 |
1.970 |
|
|
|
|
Changes in inventories
of finished goods, work-in-progress and stock-in-trade |
(614.840) |
(10.840) |
|
|
|
|
TOTAL (B) |
32602.740 |
25248.000 |
18784.434 |
|
|
|
|
|
|
|
|
Less |
PROFIT
/ (LOSS) BEFORE INTEREST, TAX, DEPRECIATION AND AMORTISATION (A-B) (C) |
1949.730 |
1986.680 |
1362.495 |
|
|
|
|
|
|
|
|
|
Less |
FINANCIAL
EXPENSES (D) |
1141.240 |
254.940 |
195.599 |
|
|
|
|
|
|
|
|
|
|
PROFIT
/ (LOSS) BEFORE TAX, DEPRECIATION AND AMORTISATION (C-D) (E) |
880.490 |
1731.740 |
1166.896 |
|
|
|
|
|
|
|
|
|
Less/ Add |
DEPRECIATION/
AMORTISATION (F) |
212.790 |
137.090 |
118.791 |
|
|
|
|
|
|
|
|
|
|
PROFIT / (LOSS)
BEFORE TAX (E-F) (G) |
595.700 |
1594.650 |
1048.105 |
|
|
|
|
|
|
|
|
|
Less |
TAX (H) |
2.560 |
536.120 |
742.277 |
|
|
|
|
|
|
|
|
|
|
PROFIT / (LOSS)
AFTER TAX (G-H) (I) |
593.140 |
1058.530 |
305.828 |
|
|
|
|
|
|
|
|
|
Add |
PREVIOUS
YEARS’ BALANCE BROUGHT FORWARD |
1735.410 |
1027.960 |
998.166 |
|
|
|
|
|
|
|
|
|
Less |
Loss of Amalgamating Subsidiary |
(1019.480) |
0.000 |
0.000 |
|
|
|
|
|
|
|
|
|
Less |
APPROPRIATIONS |
|
|
|
|
|
|
|
Transfer to General Reserve |
89.000 |
110.000 |
87.500 |
|
|
|
Interim Dividend |
0.000 |
80.840 |
0.000 |
|
|
|
Tax on Interim Dividend |
0.000 |
13.430 |
0.000 |
|
|
|
Proposed Dividend |
153.880 |
125.900 |
161.680 |
|
|
|
Tax on Proposed Dividend |
24.960 |
20.910 |
26.855 |
|
|
BALANCE CARRIED
TO THE B/S |
1041.230 |
1735.410 |
1027.959 |
|
|
|
|
|
|
|
|
|
|
EARNINGS IN
FOREIGN CURRENCY |
|
|
|
|
|
|
|
Export of goods calculated on FOB basis |
8844.570 |
5451.810 |
5022.529 |
|
|
|
Other Earnings |
315.570 |
298.850 |
271.688 |
|
|
|
Deemed Exports |
698.390 |
696.360 |
861.682 |
|
|
TOTAL EARNINGS |
9858.530 |
6447.020 |
6155.899 |
|
|
|
|
|
|
|
|
|
|
IMPORTS |
|
|
|
|
|
|
|
Raw Materials |
17691.540 |
12363.030 |
9694.131 |
|
|
|
Stores & Spares |
2.380 |
2.120 |
3.562 |
|
|
|
Capital Goods |
32.650 |
11.070 |
20.109 |
|
|
TOTAL IMPORTS |
17726.570 |
12376.220 |
9717.802 |
|
|
|
|
|
|
|
|
|
|
Earnings Per
Share (Rs.) |
15.55 |
32.74 |
9.46 |
|
QUARTERLY RESULTS
|
PARTICULARS |
30.06.2012 |
30.09.2012 |
31.12.2012 |
|
|
1st
Quarter |
2nd
Quarter |
3rd
Quarter |
|
Net Sales |
11258.400 |
11037.600 |
11380.500 |
|
Total Expenditure |
10981.400 |
10568.600 |
10841.800 |
|
PBIDT (Excl OI) |
277.000 |
469.000 |
538.700 |
|
Other Income |
1.100 |
7.800 |
7.500 |
|
Operating Profit |
278.100 |
476.800 |
546.200 |
|
Interest |
62.800 |
21.200 |
24.300 |
|
Exceptional Items |
(1.300) |
0.000 |
0.000 |
|
PBDT |
214.000 |
455.600 |
521.900 |
|
Depreciation |
53.000 |
54.300 |
53.900 |
|
Profit Before Tax |
161.000 |
401.300 |
468.000 |
|
Tax |
41.900 |
111.800 |
140.800 |
|
Provisions and contingencies |
0.000 |
0.000 |
0.000 |
|
Profit After Tax |
119.100 |
289.500 |
327.200 |
|
Extraordinary Items |
0.000 |
0.000 |
0.000 |
|
Prior Period Expenses |
0.000 |
0.000 |
0.000 |
|
Other Adjustments |
0.000 |
0.000 |
0.000 |
|
Net Profit |
119.100 |
289.500 |
327.200 |
KEY RATIOS
|
PARTICULARS |
|
31.03.2012 |
31.03.2011 |
31.03.2010 |
|
PAT / Total Income |
(%) |
1.72
|
3.89 |
1.52
|
|
|
|
|
|
|
|
Net Profit Margin (PBT/Sales) |
(%) |
1.72
|
5.86 |
5.25
|
|
|
|
|
|
|
|
Return on Total Assets (PBT/Total Assets} |
(%) |
2.17
|
8.48 |
6.76
|
|
|
|
|
|
|
|
Return on Investment (ROI) (PBT/Networth) |
|
0.13
|
0.43 |
0.36
|
|
|
|
|
|
|
|
Debt Equity Ratio (Total Debt /Networth) |
|
2.05
|
1.49 |
0.30
|
|
|
|
|
|
|
|
Current Ratio (Current Asset/Current Liability) |
|
1.94
|
1.81 |
1.20
|
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 |
Yes |
|
8] |
No. of employees |
Yes |
|
9] |
Name of person contacted |
Yes |
|
10] |
Designation of contact
person |
Yes |
|
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 |
No |
|
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 |
Yes |
|
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 |
|
UNSECURED LOAN |
Rs.
In Millions 31.03.2012 |
Rs.
In Millions 31.03.2011 |
|
LONG-TERM BORROWINGS |
|
|
|
Deposits |
|
|
|
Deposits from directors |
6.000 |
5.600 |
|
Deposits from public |
86.080 |
141.780 |
|
SHORT-TERM BORROWINGS |
|
|
|
Packing credit loan in foreign currency from Banks |
727.580 |
250.000 |
|
Buyer's credit in foreign currency |
7838.850 |
4529.690 |
|
Loans and Advances from related parties repayable on demand |
0.660 |
0.580 |
|
Public deposits |
4.090 |
3.490 |
|
Director’s deposits |
38.500 |
38.500 |
|
|
|
|
|
TOTAL |
8701.760 |
4969.640 |
SUNDRY CREDITORS
DETAILS
(Rs.
In Millions)
|
Particulars |
31.03.2012 |
31.03.2011 |
31.03.2010 |
|
Sundry Creditors
|
|
|
|
|
Due to micro and small enterprises |
24.980 |
27.590 |
10.336 |
|
Due to other than micro and small enterprises |
8343.800 |
6776.750 |
9416.802 |
|
Due to subsidiary companies |
187.990 |
12.230 |
10.750 |
|
TOTAL |
8556.770 |
6816.570 |
9437.888 |
FINANCIAL RESULTS
Standalone results
for the year 2011-12 include effect of amalgamation of erstwhile Uniflex Cables
Limited, Subsidiary Company (UCL) with the Company from 1st April, 2010 being
Transfer Date. However, the same for the year 2010-11 are without such
inclusion and therefore not comparable.
MANAGEMENT
DISCUSSION AND ANALYSIS / OUTLOOK
(a)
INDUSTRY
STRUCTURE, DEVELOPMENT, OPPORTUNITIES, THREATS, OUTLOOK AND RISK AND CONCERNS
The Indian power sector
is undergoing a significant change. Sustained infrastructure growth continues
to drive power demand in the country. During the Eleventh Plan (2007-12), an
estimated 52,000 MW capacity has been achieved as against a target of 78,577 MW
capacity addition (later scaled to 62,000 MW). Currently, the Indian power
generation capacity stands at around 200,000 MW. The Power Ministry has set a
target to add 76,000 MW in the Twelfth Plan (2012-17) and 93,000 MW in the
Thirteenth Plan (2017-2022). There is a substantial supply-demand gap in all
the three segments of the Power Sector. The demand for power continues to grow
although the economy grows at a slower pace. This latent demand will sustain
the long term investments in Power Infrastructure.
However, it is
only with the resolution of the coal issues that the sustained growth in
infrastructure will happen. The Government’s ability to resolve the present
crisis on the long term Coal policy will have a huge impact on the future
investments in the Power Sector.
Their company is
well positioned once the market revives since it is very well placed by virtue
of its leadership position each of the segments it is present in. The Conductor
and Cable divisions have their capacities, approvals and relationships with clients
in place. The Company’s Transformer Oil business is linked to the Power
Transmission and Distribution Sectors; it will stand to gain when the short
term issues are appropriately addressed by the Government.
The Company
continues to invest and grow the Automotive Oils and Industrial Oils
businesses.
After the close of
accounting year, the Company has recently acquired 47.5% stake from Chematek
SpA in the distribution JV company viz Apar ChemateK Lubricants Limited for
Automotive Oils and the said Company has become Subsidiary of the Company.
The Company’s
Transformer Oil, Conductors and Cables divisions are amongst the leaders in
their respective fields and are expected to benefit significantly in the longer
term from the investments that are being planned in the power sector.
The year was a
challenging year. The extreme volatility/depreciation of the Indian Rupee,
significant slowdown in the economy, acute tightness of the financial markets
and increases of interest costs and inflationary pressures were amongst the
main reasons for reduced Profit of the year.
In spite of the
challenges from the external circumstances, the company increased its revenue
from Rs.27,233.41 million to Rs.34,545.38 millions (net of excise duty) on
standalone basis. The Company’s export was Rs.8,844.57 millions during the year
which were 40.07% more than the exports of the previous year and were to over
81 countries.
The Company has
been focusing on increasing its value addition through introduction of new
products. The products and businesses introduced in the past 5 years of the
company constituted approx. 16% of the revenue of the Company.
Margins from the
manufacturing activities during the year under review were Rs.1,969.30 million
as against Rs.1,988.65 million in the previous year. The segment-wise
operations were as under :
(i)
TRANSFORMER AND
SPECIALTY OIL SEGMENT
This division contributed 52.6% of the Company’s revenue. Details of
Sales revenue and segment profit (standalone basis) are :
|
Rs. In Millions |
2011-12 |
2010-11 |
Variation (%) |
|
Turnover |
18179.150 |
13931.990 |
30.48 |
|
Segment Profit |
1401.110 |
1583.920 |
(11.51) |
|
Export |
5102.860 |
3232.040 |
57.88 |
The year started off
well, but was adversely impacted thereafter by market conditions besides
unexpected and very steep depreciation/volatility of the Indian Rupee. The
consequent increase in raw material costs could not be passed on fully to the
customers, resulting in squeezed margins. This affected all the industry
players.
Exports for the
Company continued to remain strong. The Company expects a similar trend to
continue in FY13. The company has further broadened its overseas client base in
both Transformer oils and White-oil sub-segments. The new products and business
introduced in the past five years under this segment constitute approx. 27% of
the revenue of the segment.
There was a lag
effect in terms of finished product prices in an environment where demand was slowing
down on account of the various reasons mentioned above. In the backdrop of
sluggish demand especially in the transformer oil segment, it was possible to
increase the prices of finished products only marginally. The combination of
these effects resulted in profit erosion for oil products. This was partly
anticipated by the Company, but the severity of the impacts realised from these
twin effects, was much higher.
The Company has
been concentrating on higher value-added products and applications rather than
focus just on volume growth. As a result, growth in terms of volume has been
modest at approximately 1.46%.
Several new
products have been introduced in the Passenger car, Diesel Engine oil and
motorcycle market segments under the Agip brand, which are very high
performance Synthetic oils. This has positioned Agip branded lubricants at the
top end of the market in terms of performance levels. The Company expects its
auto lube sales to grow at a faster pace than the other sub segments in FY13.
The Net sales
turnover of the “Agip" brand Automotive Lubricants produced by the Company
with License and Technical Know-how of ENI-S.p.A of Italy increased to
Rs.1,632.47 millions as against Rs.1,212.08 millions in the
previous year.
Prospects going
forward look stronger in the Power Transformer sector than in the distribution
transformer sector. There are several transmission lines and sub-stations that
are in the pipeline for building in the next 18 months, driving the demand for
Transformer oils primarily in the 400 KV and 765 KV class, where the company
has a relatively strong position. On the other hand, the distribution
transformer market which has a strong dependence on the Electricity Boards is
starved for funds, resulting in difficult circumstances both for transformer
OEMs and ourselves. Overall, though, the Company is cautiously optimistic that
shipments in FY13 will be higher than in FY12.
The Company
expects to sustain its leadership position in the market for Transformer Oils,
and increase its penetration in the other segments. While the profitability in
2012-13 is expected to be affected due to the expected continuation of sluggish
markets in the short time until structural reforms are undertaken, which would
spur the growth in the Industry thereafter.
In spite of steep
depreciation in Rupee and consequent increase in raw material cost, this
division has achieved Profit of Rs.1,401.11 millions as against Rs.1,583.92
millions in the previous year.
(b)
OPERATIONS OF
SUBSIDIARIES:
(i)
Petroleum Specialities Pte. Limited, Singapore
(PSPL), a Wholly Owned Subsidiary (WOS):
During the year,
Net sales of PSPL was US$ 60.72 million as against US$ 60.20 million in the
previous year and
Profit after tax
stood at US$ 2.29 million as against US$ 2.65 million in the previous year.
Quantum Apar
Speciality Oils Pty. Limited, Australia where PSPL holds 65% equity has
reported Net sales of AUD 9.29 million as against AUD 6.69 million and Profit
after tax of AUD 0.28 million as against AUD 0.21 million.
(ii) Marine Cables
and Wires Private Limited (MCWPL), a Wholly Owned Subsidiary (WOS):
Pursuant to
amalgamation of UCL with the Company, MCWPL which was a WOS of erstwhile UCL
has become WOS of the Company.
During the year, MCWPL
incurred loss of Rs.10.37 million as against loss of Rs.11.27 million in the
previous year. As directed by BIFR, MCWPL has submitted Draft Rehabilitation
Scheme (DRS), which include amalgamation of the MCWPL with the company with
cutoff date as 31st March, 2010 to BIFR. BIFR has appointed Syndicate Bank as
Operating Agency (OA) to examine the DRS and submit its’ report to BIFR. The OA
has submitted it’s report in this regard and Final approval from BIFR is
awaited.
(ii)
Apar Chematek
Lubricants Limited (ACLL), Subsidiary :
ACLL, a 50:50
Joint Venture Company between the Company and ChemateK S.p.A. Italy is
primarily engaged into marketing of Industrial Lubricants Oils and other
Petroleum products manufactured by the Company under the reputed AGIP brand licensed
by ENI, S.p.A., Italy.
In September, 2012
Company purchased 47.5% Equity shares from Chematek S.p.A.. After the above
purchase, shareholding of the company in ACLL has increased to 97.5% and ACLL
has become subsidiary of the company.
During the year,
ACLL has reported Income of Rs.219.88 million as against Rs.228.49 million in
the previous year
and incurred Net
Loss of Rs.15.71 million as against Net Profit after tax of Rs.44.62 million in
the previous year mainly due to increase in cost of operations that could not
be passed on to end customers.
FIXED ASSETS
·
Land Freehold
·
Leasehold Building
·
Plant and Machinery
·
Furniture and Fixture
·
Motor Vehicles
·
Intangible Assets
STATEMENT OF STANDALONE UNAUDITED FINANCIAL RESULTS FOR
THE QUARTER AND NINE MONTHS ENDED 31ST DECEMBER, 2012
(Rs. in millions)
|
Sr. No. |
Particular |
3 Months Ended |
9 Months Ended |
|
|
|
|
31.12.2012 (Unaudited) |
30.09.2012 (Unaudited) |
31.12.2012 (Unaudited) |
|
1. |
Income from
Operations |
|
|
|
|
|
Net Sales |
11310.500 |
10949.200 |
33428.900 |
|
|
Other Operating Income |
70.000 |
88.400 |
247.700 |
|
|
Net Sales/Income
from Operations |
11380.500 |
11037.600 |
33676.600 |
|
|
|
|
|
|
|
2. |
Expenditure |
|
|
|
|
|
Cost of Material Consumed |
8792.600 |
8663.900 |
26776.000 |
|
|
Purchase of Stock In Trade |
67.300 |
103.200 |
246.700 |
|
|
Change in Inventories of Finished Goods, Work-In-Progress
and Stock In Trade |
28.300 |
115.400 |
(294.000) |
|
|
Employee Benefits Expenses |
126.000 |
129.900 |
384.100 |
|
|
Depreciation and Amortization Expenses |
53.900 |
54.300 |
161.200 |
|
|
Other Expenses |
1383.300 |
1556.200 |
4406.700 |
|
|
f) Total |
10451.400 |
10622.900 |
31680.700 |
|
|
|
|
|
|
|
3. |
Profit From Operations before Other Income, Interest and
Exceptional Items (1-2) |
929.100 |
414.700 |
1995.900 |
|
|
|
|
|
|
|
4. |
Other Income |
7.500 |
7.800 |
16.400 |
|
|
|
|
|
|
|
5. |
Profit Before Interest and Exceptional Items (3+4) |
936.600 |
422.500 |
2012.300 |
|
|
|
|
|
|
|
6. |
Interest |
468.600 |
21.200 |
980.300 |
|
|
|
|
|
|
|
7. |
Profit After Interest but before Exceptional Items (5-6) |
468.000 |
401.300 |
1032.000 |
|
|
|
|
|
|
|
8. |
Exceptional Items |
-- |
-- |
-- |
|
|
|
|
|
|
|
9. |
Profit from Ordinary Activities before Tax (7+8) |
468.000 |
401.300 |
1032.000 |
|
|
|
|
|
|
|
10. |
Tax Expense |
140.800 |
111.800 |
294.400 |
|
|
|
|
|
|
|
11. |
Net
Profit from Ordinary Activities after Tax (9-10) |
327.200 |
289.500 |
736.300 |
|
|
|
|
|
|
|
12. |
Extraordinary Item (net of expense) |
-- |
-- |
-- |
|
|
|
|
|
|
|
13. |
Net
Profit for the period (11-12) |
327.200 |
289.500 |
736.300 |
|
|
|
|
|
|
|
14. |
Paid-up Equity Share Capital (Face Value of Rs.10/- Each) |
384.700 |
359.700 |
384.700 |
|
|
|
|
|
|
|
15. |
Reserves Excluding Revaluation Reserve |
-- |
-- |
-- |
|
|
|
|
|
|
|
16. |
Basic and Diluted Earning Per Share (EPS) (Rs.)- |
8.50 |
7.53 |
19.14 |
|
|
|
|
|
|
|
17. |
Public
Shareholding |
|
|
|
|
|
-Number of Shares |
15887143 |
15024593 |
15887143 |
|
|
- Percentage of Shareholding |
41.30% |
41.77% |
41.30% |
|
|
|
|
|
|
|
18. |
Promoters
and Promoter Group Shareholding |
|
|
|
|
|
a)
Pledged/Encumbered |
|
|
|
|
|
- Number of Shares |
Nil |
Nil |
Nil |
|
|
- Percentage of Shares (as a % of the Total Shareholding
of promoter and promoter group) |
Nil |
Nil |
Nil |
|
|
- Percentage of Shares (as a % of the Total Share Capital
of the Company) |
Nil |
Nil |
Nil |
|
|
|
|
|
|
|
|
b)
Non Encumbered |
|
|
|
|
|
- Number of Shares |
22583288 |
20947801 |
22583288 |
|
|
- Percentage of Shares (as a % of the Total Shareholding
of Promoter and Promoter Group) |
100.00% |
100.00% |
100.00% |
|
|
- Percentage of Shares (as a % of the Total Share Capital
of the Company) |
58.70% |
58.23% |
58.70% |
|
Particulars
|
9
Months ended on March 31, 2012 |
|
Pending at the beginning of the quarter |
Nil |
|
Received during the quarter |
1 |
|
Disposed of during the quarter |
1 |
|
Remaining unresolved at the end of the quarter |
Nil |
UNAUDITED STANDALONE SEGMENT-WISE REVENUE, RESULTS AND
CAPITAL EMPLOYED UNDER CLAUSE 41 OF THE LISTING AGREEMENT FOR THE QUARTER AND
NINE MONTHS ENDED 31ST DECEMBER, 2012
(Rs. in millions)
|
Sl. No. |
|
Particulars |
3 Months Ended |
Nine Months
Ended |
|
|
|
31.12.2012 |
30.09.2012 |
31.12.2012 |
||
|
|
(Unaudited) |
(Unaudited) |
(Unaudited) |
||
|
1 |
|
Segment Revenue |
|
|
|
|
|
|
|
|
|
|
|
|
|
Conductors |
5826.500 |
5690.000 |
16701.200 |
|
|
|
Transformer and Speciality Oils |
4396.800 |
4493.200 |
14196.600 |
|
|
|
Power/Telecom Cable |
1144.900 |
1014.900 |
3104.100 |
|
|
|
Others/Unallocated |
42.400 |
32.100 |
108.500 |
|
|
|
|
|
|
|
|
|
|
Total |
11410.600 |
11230.200 |
34110.400 |
|
|
|
|
|
|
|
|
|
|
Less : Inter Segment Revenue (Net of Excise) |
30.100 |
192.600 |
433.800 |
|
|
|
|
|
|
|
|
|
|
Net Sales / Income
from Operation |
11380.500 |
11037.600 |
33676.600 |
|
|
|
|
|
|
|
|
2 |
|
Segment Results |
|
|
|
|
|
|
|
|
|
|
|
|
|
Conductors |
766.100 |
419.300 |
1518.400 |
|
|
|
Transformer and Speciality Oils |
233.800 |
72.700 |
720.300 |
|
|
|
Power/Telecom Cable |
19.300 |
12.800 |
14.000 |
|
|
|
Others |
3.400 |
2.600 |
9.100 |
|
|
|
|
|
|
|
|
|
|
Total |
1022.600 |
507.400 |
2261.800 |
|
|
|
|
|
|
|
|
|
|
Less :Finance Cost (Net) |
468.600 |
21.200 |
980.300 |
|
|
|
Less : Un-allocable expenditure net of income |
86.000 |
84.900 |
250.800 |
|
|
|
|
|
|
|
|
|
|
Total Profit /
(Loss) Before Tax |
468.000 |
401.300 |
1030.700 |
|
|
|
|
|
|
|
|
3 |
|
Capital Employed |
|
|
|
|
|
|
|
|
|
|
|
|
|
Conductors |
1653.800 |
840.200 |
1653.800 |
|
|
|
Transformer and Speciality Oils |
2823.000 |
3019.600 |
2823.000 |
|
|
|
Power/Telecom Cable |
2415.300 |
2740.800 |
2415.300 |
|
|
|
Others/Unallocated |
1134.200 |
461.700 |
1134.200 |
|
|
|
|
|
|
|
|
|
|
Total |
8026.300 |
7062.300 |
8026.300 |
NOTES
1. The above unaudited standalone
financial results were reviewed by the Audit Committee of Directors and approved
by the Board of Directors at their meeting held on 14th February,
2013. The statutory auditors of the Company have carried out a limited review
of the above standalone financial results for the quarter and period ended 31st
December, 2012.
2. a) Consequent to the amalgamation of
the erstwhile Uniflex Cables Limited (UCL) with the Company with effect from 1st
April, 2010 (the Transfer date) as approved by the Hon’ble BIFR, the figures
for the corresponding quarter and period ended 31st December, 2012
have been restated to make them comparable.
b) Upon implementations of the above
Scheme of Amalgamation of UCL with the Company (AIL), the BIFR has discharged
UCL from the purview of Sick Industrial Companies (Special Provisions) Act,
1985 (SICA).
3. Marine Cables and Wires Private
Limited, a wholly owned subsidiary company, which has been declared Sick
Industrial Company by BIFR, has submitted revised Rehabilitation Proposal
envisaging it’s amalgamation with the company, based on a new cutoff date (COD)of31stMarch,2012
(in place of 31st March, 2010) to the Operating Agency, pursuant to the
direction of BIFR.
4. Additional Information:
Key financial figures on Consolidated basis:
|
Particulars |
Nine Months Ended 31.12.2012 (Unaudited) |
|
Revenue |
3534.980 |
|
Profit before tax |
108.520 |
|
Profit after tax and minority interest |
77.580 |
|
Basic / Diluted EPS – in Rs. |
20.17 |
5.
Previous
periods/ year figures have been regrouped, wherever necessary.
CMT REPORT (Corruption, Money Laundering & Terrorism]
The Public Notice information has been collected from various sources
including but not limited to: The Courts,
1] INFORMATION ON
DESIGNATED PARTY
No 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. 54.46 |
|
|
1 |
Rs. 83.12 |
|
Euro |
1 |
Rs. 70.98 |
INFORMATION DETAILS
|
Information
Gathered by : |
PDT |
|
|
|
|
Report Prepared
by : |
DPT |
SCORE & RATING EXPLANATIONS
|
SCORE FACTORS |
RANGE |
POINTS |
|
HISTORY |
1~10 |
6 |
|
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 |
YES |
|
--AFFILIATION |
YES/NO |
YES |
|
--LISTED |
YES/NO |
YES |
|
--OTHER MERIT FACTORS |
YES/NO |
YES |
|
DEFAULTER |
|
|
|
--RBI |
YES/NO |
NO |
|
--EPF |
YES/NO |
NO |
|
TOTAL |
|
54 |
This score serves as a reference to assess SC’s credit risk
and to set the amount of credit to be extended. It is calculated from a
composite of weighted scores obtained from each of the major sections of this
report. The assessed factors and their relative weights (as indicated through
%) are as follows:
Financial
condition (40%) Ownership
background (20%) Payment
record (10%)
Credit history
(10%) Market trend
(10%) Operational
size (10%)
RATING EXPLANATIONS
|
RATING |
STATUS |
PROPOSED CREDIT LINE |
|
|
>86 |
Aaa |
Possesses an extremely sound financial base with the strongest
capability for timely payment of interest and principal sums |
Unlimited |
|
71-85 |
Aa |
Possesses adequate working capital. No caution needed for credit transaction.
It has above average (strong) capability for payment of interest and
principal sums |
Large |
|
56-70 |
A |
Financial & operational base are regarded healthy. General unfavourable
factors will not cause fatal effect. Satisfactory capability for payment of
interest and principal sums |
Fairly Large |
|
41-55 |
Ba |
Overall operation is considered normal. Capable to meet normal
commitments. |
Satisfactory |
|
26-40 |
B |
Capability to overcome financial difficulties seems comparatively
below average. |
Small |
|
11-25 |
Ca |
Adverse factors are apparent. Repayment of interest and principal sums
in default or expected to be in default upon maturity |
Limited with full
security |
|
<10 |
C |
Absolute credit risk exists. Caution needed to be exercised |
Credit not
recommended |
|
- |
NB |
New Business |
- |
This report is issued at your request without any
risk and responsibility on the part of MIRA INFORM PRIVATE LIMITED (MIPL)
or its officials.