MIRA INFORM REPORT

 

 

Report Date :

27.08.2013

 

IDENTIFICATION DETAILS

 

Name :

BHARAT FORGE LIMITED

 

 

Registered Office :

Mundhwa, Pune Cantonment, Pune – 411036, Maharashtra

 

 

Country :

India

 

 

Financials (as on) :

31.03.2013

 

 

Date of Incorporation :

19.06.1961

 

 

Com. Reg. No.:

11-012046

 

 

Capital Investment / Paid-up Capital :

Rs.465.680 Millions

 

 

CIN No.:

[Company Identification No.]

L25209PN1961PLC012046

 

 

TAN No.:

[Tax Deduction & Collection Account No.]

PNEB0272E

 

 

Legal Form :

A Public Limited Liability company. The company’s Share are Listed on the Stock Exchange.

 

 

Line of Business :

The Company is engaged in the manufacturing and selling of forged components.

 

 

No. of Employees :

Information denied by the management 

 

 

RATING & COMMENTS

 

MIRA’s Rating :

A (66)

 

RATING

STATUS

PROPOSED CREDIT LINE

56-70

A

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

Fairly Large

 

Maximum Credit Limit :

USD 92440000

 

 

Status :

Good

 

 

Payment Behaviour :

Regular

 

 

Litigation :

Clear

 

 

Comments :

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

 

The company can be considered normal for business dealings at usual trade terms and conditions.

 

NOTES :

Any query related to this report can be made on e-mail : infodept@mirainform.com while quoting report number, name and date.

 

 

INDIAN ECONOMIC OVERVIEW

 

We are living in a world where volatility and uncertainty have become the New Normal. We saw a change of government in countries like Tunisia, Egypt, Libya and Vietnam. Once powerful countries in Europe are now fighting for bankruptcy. We have taken growth in the developing part of the world for granted but economic growth in China and India has begun to slow. Companies that were synonymous with their product categories just a few years ago are now no longer in existence. Kodak, the inventor of the digital camera had to wind up its operations, HMV, the British entertainment retailing company and Borders, once the second largest bookstore have shut down due to their inability to evolve their business models with the changing time. Readers’ Digest, Thomson Register are no more !

 

There is another megatrend happening. The World order is changing as economic power shifts from West to East. According to McKinsey study, it took Britain more than 100 years to double its economic output per person during its industrial revolution and the US later took more than 50 years to do the same. More than a century later, China and India have doubled their GDP per capital in 12 and 18 years respectively. By 2020, emerging Asia will become the world’s largest consuming block, overtaking North America.

 

The years after the outbreak of the global financial crisis, the world economy continues to remain fragile. The Indian economy demonstrated remarkable resilience in the initial years of the contagion but finally lost ground last year. GDP growth slowed down. Currency has been weakening. There is a marked deceleration in agriculture, industry and services. Dampening sentiment led to a cut-back in investment as well as private consumption expenditure.  Inflation remained at high levels fuelled by the pressure from the food and fuel sectors. The large fiscal and current account deficit s continued to cause grave concern. It is imperative that India regains its growth trajectory of 8-9 % sooner than later. This is crucially important given the need to create gainful livelihood opportunities for the millions living in poverty as also the large contingent of young people joining the job market every year.

 

 

EXTERNAL AGENCY RATING

 

Rating Agency Name

ICRA

Rating

Long term loan AA-

Rating Explanation

High degree of safety and very low credit risk.

Date

May 2013

 

 

Rating Agency Name

ICRA

Rating

Commercial paper A1+

Rating Explanation

Very strong degree of safety and lowest credit risk.

Date

May 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 DENIED BY

 

MANAGEMENT NON - CORPORATIVE (91-20-26702777)

 

 

LOCATIONS

 

Registered Office/ Factory 1 :

Mundhwa, Pune Cantonment, Pune – 411 036, Maharashtra, India

Tel. No.:

91-20-26702777 / 26702476 / 26702544

Fax No.:

91-20-26822163 / 26822387 / 26820699 / 26824778

E-Mail :

bflpune@bfl.sprintsmg.ems.vsnl.net.in

jtarapore@vsnl.com    

bharatforge@bharatforge.com  

info@bharatforge.com  

secretarial@bharatforge.com 

Website :

http://www.bharatforge.com

Area :

5000 sq. ft.

Location :

Owned

 

 

Factory 2 :

Gat No. 635, Kuruli Village, Chakan, District Pune – 410 501, Maharashtra, India

 

 

Factory 3 :

Opposite Jarandeshwar Railway Station, Vadhuth, District Satara – 415 011, Maharashtra, India

 

 

Factory 4 :

Kusumbe, Jalgaon-Ajantha Road, Jalgaon – 425 003, Maharashtra, India

 

 

Factory 5 :

Tandulwadi and Wanjarwadi, Taluka Baramati, District  Pune – 413 206, Maharashtra, India

 

 

DIRECTORS

 

As on: 31.03.2013

 

Name :

Mr. Babasaheb Neelkanth Kalyani

Designation :

Chairman and Managing Director

Qualification :

B.E. (Mech.) (Hons.), M.S. (M.I.T.)

Date of Appointment :

01.04.1972

 

 

Name :

Mr. G. K. Agarwal

Designation :

Deputy Managing Director

Qualification :

B.E. (Mech.), M.B.A.

Date of Appointment :

1st November, 1976

 

 

Name :

Mr. S. M. Thakore

Designation :

Director

 

 

Name :

Mr. Sudhakar D. Kulkarni

Designation :

Director

 

 

Name :

Mr. Pratap G Pawar

Designation :

Director

 

 

Name :

Prof. Dr. Uwe Loos

Designation :

Director

 

 

Name :

Mr. Prakash Chandrashekhar Bhalerao

Designation :

Executive Director

Qualification :

B.E. (Elect.), M.B.A., D.T.M.

Date of Appointment :

3rd March, 1987

 

 

Name :

Mrs. Lalita D Gupte

Designation :

Director

 

 

Name :

Mr. P. H. Ravikumar

Designation :

ICICI Nominee Director

 

 

Name :

Mr. Alan Spencer

Designation :

Director

 

 

Name :

Mr. Naresh Narad

Designation :

Director

 

 

Name :

Dr. T. Mukherjee

Designation :

Director

 

 

Name :

Mr. Amit B. Kalyani

Designation :

Executive director

 

 

Name :

Mr. B. P. Kalyani

Designation :

Executive Director

 

 

Name :

Mr. S. E. Tandale

Designation :

Executive Director

 

 

Name :

Mr. Sunil Chaturvedi

Designation :

Executive Director

 

 

KEY EXECUTIVES

 

Name :

Mr. Ajay Sharma

Designation :

Company Secretary

 

 

MAJOR SHAREHOLDERS / SHAREHOLDING PATTERN

 

As on: 30.06.2013

 

Category of Shareholder

Total No. of Shares

Total Shareholding as a % of Total No. of Shares

(A) Shareholding of Promoter and Promoter Group

 

 

http://www.bseindia.com/include/images/clear.gif(1) Indian

 

 

http://www.bseindia.com/include/images/clear.gifIndividuals / Hindu Undivided Family

808115

0.35

http://www.bseindia.com/include/images/clear.gifBodies Corporate

97089055

41.71

http://www.bseindia.com/include/images/clear.gifSub Total

97897170

42.05

http://www.bseindia.com/include/images/clear.gif(2) Foreign

 

 

Total shareholding of Promoter and Promoter Group (A)

97897170

42.05

(B) Public Shareholding

 

 

http://www.bseindia.com/include/images/clear.gif(1) Institutions

 

 

http://www.bseindia.com/include/images/clear.gifMutual Funds / UTI

17181639

7.38

http://www.bseindia.com/include/images/clear.gifFinancial Institutions / Banks

20725664

8.90

http://www.bseindia.com/include/images/clear.gifInsurance Companies

8185850

3.52

http://www.bseindia.com/include/images/clear.gifForeign Institutional Investors

22084735

9.49

http://www.bseindia.com/include/images/clear.gifSub Total

68177888

29.29

http://www.bseindia.com/include/images/clear.gif(2) Non-Institutions

 

 

http://www.bseindia.com/include/images/clear.gifBodies Corporate

27957902

12.01

http://www.bseindia.com/include/images/clear.gifIndividuals

 

 

http://www.bseindia.com/include/images/clear.gifIndividual shareholders holding nominal share capital up to Rs. 0.100 million

21805574

9.37

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

12841031

5.52

http://www.bseindia.com/include/images/clear.gifAny Others (Specify)

4105551

1.76

http://www.bseindia.com/include/images/clear.gifNon Resident Indians

659540

0.28

http://www.bseindia.com/include/images/clear.gifClearing Members

773486

0.33

http://www.bseindia.com/include/images/clear.gifTrusts

2672525

1.15

http://www.bseindia.com/include/images/clear.gifSub Total

66710058

28.66

Total Public shareholding (B)

134887946

57.95

Total (A)+(B)

232785116

100.00

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

0

0.00

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

0

0.00

http://www.bseindia.com/include/images/clear.gif(2) Public

9200

0.00

http://www.bseindia.com/include/images/clear.gifSub Total

9200

0.00

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

232794316

0.00

 

 

Shareholding of securities (including shares, warrants, convertible securities) of persons belonging to the category Promoter and Promoter Group

 

Name of the Shareholder

Details of Shares held

 

No. of Shares held

As a % of grand total (A)+(B)+(C)

B.N. Kalyani

39,025

0.02

Amit B. Kalyani

3,50,200

0.15

Gaurishankar N. Kalyani

3,45,220

0.15

Sulochana N. Kalyani

50

0.00

Sheetal G. Kalyani

11,490

0.00

Rohini G. Kalyani

50,730

0.02

Kum. Viraj G. Kalyani

11,400

0.00

KSL Holding Private Limited 

2,31,42,870

9.94

Ajinkya Investment and Trading Company

98,18,925

4.22

Sundaram Trading And Investment Private Limited 

2,09,86,337

9.01

Kalyani Investment Company Limited

3,16,56,095

13.60

Bf Investment Limited

58,07,338

2.49

Rajgad Trading Company Private Limited 

6,62,760

0.28

Tanmarg Investment and Trading Private Limited 

3,88,000

0.17

Yusmarg Investment and Trading Private Limited 

8,22,000

0.35

Kalyani Consultants Private Limited 

3,28,500

0.14

Jannhavi Investment Private Limited 

22,17,570

0.95

Dronacharya Investment and Trading Private Limited 

70,715

0.03

Cornflower Investment and Finance Private Limited 

2,47,000

0.11

Dandakaranya Investment and Trading Private Limited 

5,12,500

0.22

Campanula Investment and Finance Private Limited 

3,44,445

0.15

Hastinapur Investment and Trading Private Limited 

84,000

0.04

 

 

 

                                                                                      Total

9,78,97,170

42.05

 

 

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

 

Name of the Shareholder

No. of Shares held

Shares as % of Total No. of Shares

 

 

 

Life Insurance Corporation Of India

20576534

8.84

Reliance Capital Trustee Company Limited

12858357

5.52

Kritadnya Management and Trading Services Private Limited 

8431225

3.62

The New India Assurance Company Limited

4404879

1.89

Gagandeep credit Capital Private Limited 

3418062

1.47

Sudarshan Securities Private Limited 

3140216

1.35

 

 

 

                                                                                      Total

52829273

22.69

 

 

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

 

Name of the Shareholder

No. of Shares held

Shares as % of Total No. of Shares

Life Insurance Corporation Of India

20576534

8.84

Reliance Capital Trustee Company Limited

12858357

5.52

 

 

 

                                                                                      Total

33434891

14.36

 

Details of Depository Receipts (DRs)

 

Type of Outstanding DR (ADRs, GDRs, SDRs, etc.)

No. of Outstanding DRs

No. of Shares Underlying
Outstanding DRs

Shares Underlying Outstanding DRs as % of Total No. of Shares

Global Depository Receipts

9,200

9,200

0.00

 

 

 

 

Total

9,200

9,200

0.00

 


 

BUSINESS DETAILS

 

Line of Business :

The Company is engaged in the manufacturing and selling of forged components.

 

 

GENERAL INFORMATION

 

No. of Employees :

Information denied by the management 

 

 

Bankers :

Ř  Bank of India

Ř  Bank of Baroda

Ř  Bank of Maharashtra

Ř  Canara Bank

Ř  State Bank of India

Ř  HDFC Bank Limited

Ř  ICICI Bank Limited

Ř  Axis Bank Limited

Ř  Citibank N.A.

Ř  Standard Chartered Bank

Ř  The Royal Bank of Scotland N V

Ř  Credit Agricole CIB

 

 

Facilities :

Secured Loan

31.03.2013

[Rs. in Millions]

31.03.2012

[Rs. in Millions]

Long Term Borrowing

 

 

Debentures

 

 

2,500 (March 31, 2012: 2,500) - 11.95 % Redeemable non convertible debentures

2500.000

2500.000

1,760 (March 31, 2012: 1,760) - 10.75 % Redeemable non-convertible debentures

1760.000

1760.000

3,500 (March 31, 2012: 3,500) - 10.75 % Redeemable non-convertible debentures

2625.000

3500.000

 

 

 

Term loans From banks

 

 

Foreign currency term loans

 

 

From Bank of India, London

0.000

0.000

From Credit Agricole Corporate and  Investment Bank, Singapore

1086.400

1781.150

 

 

 

Rupee term loans

 

 

From Axis Bank

0.000

291.680

 

 

 

Short Term Borrowing

 

 

Cash credit from banks

62.660

170.360

Preshipment packing credit - foreign currency

35.560

593.360

 

 

 

Total

8069.620

10596.550

 

 

NOTE:

 

Long-term borrowings

 

(a) Debentures

 

The Company has issued the following secured redeemable non-convertible debentures

 

(i) 2,500 - 11.95 % Redeemable secured non-convertible debentures (Sixteenth series) of Rs. 1,000,000/- each redeemable at par in three equal annual installments on January 5, 2015; on January 5, 2016; on January 5, 2017 respectively.

 

Above debentures are secured by: (i) First pari-passu mortgage in favour of the Trustees, of all rights and interest on the Company’s immovable properties situated at Mundhwa, Satara, Jalgaon and Chakan with negative lien on properties situated at Jejuri and Baramati; and (ii) First pari-passu charge in favour of the Trustees by way of hypothecation of movable properties, present and future both such as all plant and machinery, equipments, tools, furniture and fixtures etc., as described in Debenture Trust-cum-Mortgage Deed dated April 30, 2009.

 

(ii) 1,760 - 10.75% Redeemable secured non-convertible debentures (Eighteenth series) of ` 1,000,000/- each redeemable at par in three annual installments @ 35.00% on April 28, 2014; @ 35.00% on April 28, 2015; @  30.00% on April 28, 2016.

 

Above debentures are secured by: (i) First pari-passu mortgage in favour of Trustees, of all rights and interest on

the Company’s immovable properties, present and future situated at Mundhwa, Chakan, Satara and Jalgaon with negative lien on properties situated at Jejuri and Baramati as described in schedule-I as per Debenture Trustcum- Mortgage Deed dated June 28, 2010; and (ii) First pari-passu charge in favour of the Trustees on moveable properties, present and future as described in Schedule-II as per Debenture Trust-cum-Mortgage Deed dated June 28, 2010.

 

(iii) 3,500 - 10.75% Redeemable secured non-convertible debentures (Seventeenth series) of `1,000,000/- each redeemable at par in three installments @ 25.00% on March 22, 2014; @ 50.00% on September 22, 2014; @ 25.00% on March 22, 2015.

 

Above debentures are secured by: (i) First pari-passu mortgage in favour of the Trustees, of all rights and interest

on the Company’s immovable properties situated at Mundhwa, Satara, Jalgaon and Chakan with negative lien on

properties situated at Jejuri and Baramati; and (ii) First pari-passu charge in favour of the Trustees by way of

hypothecation of movable properties, present and future both such as, all plant and machinery, equipments, tools,

furniture and fixtures etc., as described in Debenture Trust - cum-Mortgage Deed dated December 14, 2009.

 

(b) Foreign currency term loans

 

(i) From Bank of India, London

 

Balance outstanding USD Nil (March 31, 2012: USD 2.50 Million)

 

Secured by: (i) First charge by way of hypothecation of the whole of the movable properties including its movable

plant and machinery, machinery spares, tools and accessories and other movables, both present and future, whether installed or not and whether now lying loose or in cases or now lying or stored in or about or shall from time to time during the continuance of the security be brought into or upon or be stored or be in or about all the factories, premises and godowns situated at Mundhwa, District Pune; Chakan, District Pune ; Vaduth, District Satara; Village Kusumbe, District Jalgaon, all in the State of Maharashtra or wherever else the same may be or be held by any party to the order of disposition or in the course of transit or on high seas or on order, or delivery, howsoever and wheresoever in the possession and either by way of substitution or addition except specific movable plant and machinery consisting of Wind Energy Converter of 600 K.V. 7 Nos. at Village Boposhi, District Satara, exclusively hypothecated to Standard Chartered Bank, as described under the Deed of Hypothecation dated March 17, 2005 and; (ii) Equitable mortgage by deposit of title deeds of immovable properties situated at Village Mundhwa, Pune; Village Vaduth, Taluka and District Satara ; Village Kusumbe Khurd, Taluka and District Jalgaon and Village Chakan, Pune all in the State of Maharashtra, together with all buildings and structures thereon and all plant and machinery attached to the earth or permanently fastened to anything attached to the earth, as described under Memorandum of Entry dated March 17, 2005.

 

The loan was repayable in 6 equal yearly installments starting from September 30, 2007, along with interest of 3M LIBOR + 350 bps per annum. The Final installment was paid during the year ended on March 31, 2013

 

(ii) From Credit Agricole Corporate and Investment Bank, Singapore

 

Balance outstanding USD 35 Million (March 31, 2012: USD 50 Million)

 

Secured by first pari-passu charge over present and future movable fixed assets viz. plant and machinery, computers, furnitures and fixtures, whether installed or not and whether now lying loose or in cases or otherwise or being on or upon or at any time, hereafter being on or upon about the premises and godowns at Mundhwa, Pune; Village Kuruli, Chakan; Taluka Khed, District Pune; Village Vaduth, Taluka and District Satara and at Baramati, Pune or anywhere else. 

 

Repayable in 3 yearly installments from the date of its origination, i.e. October 14, 2012, along with interest of 6M Libor + 200 bps per annum.

 

(iii) Foreign currency term loans on syndicated basis

 

Balance outstanding USD 80 Million (March 31, 2012: USD 80 Million )

 

Repayable in 3 half yearly installments from date of its origination i.e. October 31, 2016, along with interest of 6M

Libor + 280 bps per annum.

 

(iv) Foreign currency term loans on syndicated basis

 

Balance outstanding USD 40 Million (March 31, 2012: Nil)

 

Repayable in 3 half yearly installments from the date of its origination i.e. October 31, 2016, along with interest of 6M Libor + 380 bps per annum.

 

Rupee term loans

 

From Axis Bank

 

Balance outstanding Nil (March 31, 2012: Rs.330.560 Million)

 

Secured by: (i) First pari-passu charge on the Company’s immovable properties, present and future situated at Mundhwa, Chakan, Satara and Jalgaon with negative lien on properties situated at Jejuri and Baramati; and (ii) First pari-passu charge on moveable properties, present and future including land and building. Repayable in 18 semi annual installments from date of its origination i.e. March 20, 2012, along with interest of base rate + 200 bps per annum.

 

(d) Foreign currency convertible bonds (FCCB)

The Company had issued FCCB (Tranche B) of USD 39.90 Million, detailed in the table below, to finance capital expenditure and global acquisitions. The said bonds are optionally convertible into GDR/Equity shares to be exercised at any time during the exercise period at a pre determined initial price subject to adjustments upon occurrence of certain events. In case there is non conversion of FCCBs, the amount will be repaid in full.

 

However, the Company has option to redeem the balance of the above Bonds if such balance is less than 10% in aggregate of principal amount of such tranche of bonds originally issued in respect of each tranche, during the redemption exercise period in the manner specified in the offering circular at a premium so as to provide a predetermined yield to the Bondholders.

 

The Company also has the option to call the Bondholders of Tranche B to mandatorily convert the Bonds into equity shares if the market price on the specified date provided the holder a gain of at least a 30% over the Early Redemption amount.  The following table sets out the parameters associated with Tranche B of FCCB issued as discussed above.

 

Tranche

Amount

USD

Million

Face

Value

USD

Coupon

Interest

Rate %

P.a

Holders option to Convert

Company’s option for early redemption

Maurity

 

 

 

 

Exercise period

Initial

Price per

Share `

Exercise period

Gross

yield to

Bondholders

Date

Price %

of Face Value

 

 

 

 

From

To

 

From

To

 

 

 

B

39.90

100000

--

08.06.2006

18.04.2013

690.32

28.04.2009

18.04.2013

6.50%

28.04.2013

156.481%

 

(d) Foreign currency convertible bonds (FCCB) :

 

Tranche A of the FCCBs amounting to USD 40.00 Million outstanding as at April 26, 2012 were redeemed on April 27, 2012 along with the redemption premium amounting to USD 17.03 Million. The premium on redemption aggregating to Rs. 994.060 Million, (including withholding tax amounting to Rs. 98.960 Million) since crystallized has been adjusted to securities premium account, net of deferred tax asset amounting to Rs. 322.520 Million, in terms of Section 78(2)(d) of the Companies Act, 1956.

 

Tranche B of the above FCCBs amounting to USD 39.90 Million outstanding as at April 26, 2013 were redeemed on April 26, 2013 along with the redemption premium amounting to USD 22.54 Million. The premium on redemption aggregating to Rs. 1322.820 Million, (including withholding Tax amounting to Rs. 98.670 Million) since crystalised has been adjusted to securities premium account, net of deferred tax asset amounting to Rs. 429.190 Million, in terms of Section 78(2)(d) of the Companies Act, 1956.

 

The Company has been legally advised by an eminent law firm that the above mentioned FCCB’s issued upon terms and conditions set out in the offering circular dated April 19, 2005, would be outside the purview of Section 117(C) of the Companies Act, 1956 as regards creation of Debenture Redemption Reserve.

 

Short-term borrowings

 

(a) Cash credit from banks and preshipment of packing credit is secured against hypothecation of stocks of semi finished and finished goods, raw materials, finished dies and die blocks, work-in-progress, consumable stores and spares, book debts etc. Cash credit is repayable on demand and carries interest @ 10.50% to 13.25% per annum Preshipment packing credit is repayable within 180 days and carries interest @ LIBOR + 100 bps to 200 bps per annum.

 

(b) Buyers line of credit is repayable within 180 days to 360 days and carries interest @ EURIBOR + 90 bps to 110 bps per annum.

 

Banking Relations :

--

 

 

Auditors :

 

Name :

S.R. Batliboi and Company LLP

Chartered Accountants

 

 

Subsidiaries :

CDP Bharat Forge GmbH

Bharat Forge America Inc.

BF-NTPC Energy Systems Limited

Kalyani ALSTOM Power Limited

BF Infrastructure Limited

BF Infrastructure Ventures Limited

BF Power Equipment Limited

BF Elbit Advanced Systems Private Limited

Kalyani Polytechnic Private Limited

 

 

Step down subsidiaries :

Bharat Forge Holding GmbH

Bharat Forge Aluminiumtechnik GmbH and Company KG

Bharat Forge Aluminiumtechnik Verwaltungs GmbH

Bharat Forge Beteiligungs GmbH

Bharat Forge Kilsta AB

Bharat Forge Scottish Stampings Limited

Bharat Forge Hong Kong Limited

FAW Bharat Forge (Changchun) Company Limited

Bharat Forge International Limited

Bharat Forge Daun GmbH

BF New Technologies GmbH

 

 

Associates :

Technica U.K. Limited (Investment through wholly owned subsidiary)

 

 

Joint Ventures :

ALSTOM Bharat Forge Power Limited

Impact Automotive Solutions Limited

 

 

Step down joint venture :

David Brown Bharat Forge Gear Systems India Limited

 

 

Enterprises owned or significantly influenced by

key management personnel or their relation

Kalyani Carpenter Special Steels Limited

Kalyani Steels Limited

BF Utilities Limited

Automotive Axle Limited

 

 

 

CAPITAL STRUCTURE

 

As on: 31.03.2013

 

Authorised Capital :

No. of Shares

Type

Value

Amount

300000000

Equity Shares

Rs.2/- each

Rs.600.000 Millions

43000000

Cumulative Preferences Shares

Rs.10/- each

Rs.430.000 Millions

2000000

Unclassified Shares

Rs.10/- each

Rs.20.000 Millions

 

Total

 

Rs.1050.000 Millions

 

Issued Capital :

No. of Shares

Type

Value

Amount

232970666

Equity Shares

Rs.2/- each

Rs.465.940 Millions

 

 

 

 

 

Subscribed & Paid-up Capital :

No. of Shares

Type

Value

Amount

232794316

Equity Shares

Rs.2/- each

Rs.465.590 Millions

172840

Add: Forfeited Equity Shares

 

Rs.0.090 Million

 

Total

 

Rs.465.680 Millions

 

 

  1. Reconciliation of the shares outstanding at the beginning and at the end of the year:

 

Particular

As on 31.03.2013

 

No. of Shares

Rs. in Millions

 

At the beginning of the year

232794316

465.590

Issued during the year

--

--

 

 

 

Outstanding at the end of the year

232794316

465.590

 

 

  1. Terms/rights attached to equity shares

 

The Company has only one class of issued equity shares having a par value of Rs. 2/- per share. Each holder of equity shares is entitled to one vote per share. The Company declares and pays dividend 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.

 

During the year ended March 31, 2013, the amount of per share interim dividend recognised as distributions to equity shareholders was Rs. 1.00/- (March 31, 2012: Rs.1.50/-).

 

During the year ended March 31, 2013, the amount of per share proposed final dividend recognised as distributions to equity shareholders was Rs. 2.40/- (March 31, 2012: Rs. 2.50/-).

 

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.

 

 

  1. Shares held by holding/ultimate holding company and/or their subsidiaries/associates

 

The Company being ultimate holding company there are no shares held by any other holding, ultimate holding company and their subsidiaries/associates.

 

 

  1. Aggregate number of bonus shares issued, shares issued for consideration other than cash and shares bought back during the period of five years immediately preceding the reporting date

 

There are no bonus shares issued, shares issued for consideration other than cash and shares bought back during the period of five years immediately preceding reporting date.

 

 

  1. Details of shareholders holding more than 5% of the aggregate shares in the Company:

 

Particular

As on 31.03.2013

 

 

No. of Shares Held

% of Holding

 

Kalyani Investment Company Limited

31656095

13.60

KSL Holdings Private Limited

23142870

9.94

Sundaram Trading and Investment Private Limited

20986337

9.01

Life Insurance Corporation of India

20358099

8.74

Reliance Capital Trustee Company Limited

12151369

5.22

 

* The shareholding information is based on legal ownership of shares and has been extracted from the of the Company including register of shareholders/members.

 

 

  1. Shares reserved for issue under options

 

Particulars

31.03.2013

Warrants issued with option to subscribe

6500000

The issue of Foreign Currency Convertible Bonds optionally convertible at an initial price specified in offering circular. As the initial price is subject to adjustments specified in the offering circular and hence inability to assess the proportion of conversion, no amounts have been shown under issued equity share capital, in respect of equity shares reserved for issued on exercise of conversion by bondholders

--

2,340 equity shares of Rs. 2/- each out of the previous issue of equity shares on a right basis together with 234 detachable warrants entitled to subscription of 1,170 equity shares of Rs. 2/- each, have been kept in abeyance and reserve for issue pending adjudication of title to the pre right holding

3510

 

 

  1. Terms of securities convertible into equity shares

 

  1. The Company had issued and allotted to Qualified Institutional Buyers, 10,000,000 equity shares of Rs. 2/- each at a price of Rs. 272/- per share aggregating to Rs. 2720.000 Million on April 28, 2010, simultaneous with the issue of 1,760 10.75% Non Convertible Debentures (NCD) of a face value of Rs. 1,000,000/- at par, together with 6,500,000 warrants at a price of Rs. 2/- each entitling the holder of each warrant to subscribe for 1 equity share of Rs. 2/- each at a price of Rs. 272/- at any time within 3 years from the date of allotment. The subscription money received on issue of warrants has been credited to capital reserve as the same is not refundable/adjustable. Out of the funds raised, Rs. 2365.000 Million had been temporarily deployed in fixed deposits with banks and in mutual funds and the balance has been utilized towards the object of the issue. The Warrant holders were entitled to exercise their right to exchange the warrants into corresponding number of equity shares, upto April 28, 2013. As no warrant have been exercised on or before the said warrant exercised period, the warrants have lapsed and ceased to be valid.

 

  1. Regarding Foreign Currency Convertible Bonds.

 

 

 

 

  1. Global depository receipts

 

The Company had issued 3,636,500 equity shares of Rs.10/- each (later sub-divided into 18,182,500 equity shares of Rs. 2/- each) in April and May 2005 represented by 3,636,500 Global Depository Receipts (GDR) (on sub division 18,182,500 GDRs) evidencing “Master GDR Certificates” at a price of USD 27.50 per GDR (including premium). GDRs outstanding at the close of the year are 9,200 (March 31, 2012: 9,200). The funds raised has been utilised towards the object of the issue.


 

FINANCIAL DATA

[all figures are in Rupees Millions]

 

ABRIDGED BALANCE SHEET

 

SOURCES OF FUNDS

 

31.03.2013

31.03.2012

31.03.2011

I.              EQUITY AND LIABILITIES

 

 

 

(1)Shareholders' Funds

 

 

 

(a) Share Capital

465.680

465.680

465.68

(b) Reserves & Surplus

22645.640

20965.270

19488.180

(c) Money received against share warrants

0.000

0.000

0.000

 

 

 

 

(2) Share Application money pending allotment

0.000

0.000

0.000

Total Shareholders’ Funds (1) + (2)

23111.320

21430.950

19953.860

 

 

 

 

(3) Non-Current Liabilities

 

 

 

(a) long-term borrowings

14489.800

16003.980

13941.370

(b) Deferred tax liabilities (Net)

1364.300

1271.520

1556.190

(c) Other long term liabilities

7.400

7.150

5.880

(d) long-term provisions

332.920

327.900

274.900

Total Non-current Liabilities (3)

16194.420

17610.550

15778.340

 

 

 

 

(4) Current Liabilities

 

 

 

(a) Short term borrowings

390.110

840.980

661.300

(b) Trade payables

4541.150

6656.180

6164.330

(c) Other current liabilities

6282.110

5375.780

875.950

(d) Short-term provisions

908.040

1367.260

1206.930

Total Current Liabilities (4)

12121.410

14240.200

8908.510

 

 

 

 

TOTAL

51427.150

53281.700

44640.710

 

 

 

 

II.          ASSETS

 

 

 

(1) Non-current assets

 

 

 

(a) Fixed Assets

 

 

 

(i) Tangible assets

19988.080

17961.990

17632.570

(ii) Intangible Assets

0.000

0.000

0.000

(iii) Capital work-in-progress

2228.060

2887.570

784.380

(iv) Intangible assets under development

0.000

0.000

0.000

(b) Non-current Investments

5453.460

5115.520

5716.260

(c) Deferred tax assets (net)

0.000

0.000

0.000

(d)  Long-term Loan and Advances

3863.350

4036.890

3442.210

(e) Other Non-current assets

423.890

588.050

417.350

Total Non-Current Assets

31956.840

30590.020

27992.770

 

 

 

 

(2) Current assets

 

 

 

(a) Current investments

3852.990

4246.970

2427.250

(b) Inventories

4757.010

5031.340

4684.340

(c) Trade receivables

4742.320

4911.750

4313.210

(d) Cash and cash equivalents

2790.780

5005.940

2320.400

(e) Short-term loans and advances

2570.550

2702.420

2124.750

(f) Other current assets

756.660

793.260

777.990

Total Current Assets

19470.310

22691.680

16647.940

 

 

 

 

TOTAL

51427.150

53281.700

44640.710

 

 

PROFIT & LOSS ACCOUNT

 

 

PARTICULARS

31.03.2013

31.03.2012

31.03.2011

 

SALES

 

 

 

 

 

Income

31512.270

36859.740

29470.040

 

 

Other Income

916.250

675.700

465.430

 

 

TOTAL                                    

32428.520

37535.440

29935.470

 

 

 

 

 

Less

EXPENSES

 

 

 

 

 

Cost of raw material and components consumed

13430.860

16496.200

13661.520

 

 

Decrease/(increase) in inventories of finished goods and work-in-progress

141.460

(162.120)

(358.320)

 

 

Employee benefits expense

2573.880

2549.640

2104.770

 

 

Other expenses

8210.320

8823.000

6906.820

 

 

TOTAL                                    

24356.520

27706.720

22314.790

 

 

 

 

 

Less

PROFIT BEFORE INTEREST, TAX, DEPRECIATION AND AMORTISATION

8072.000

9828.720

7620.680

 

 

 

 

 

Less

FINANCIAL EXPENSES                                   

1533.590

1504.650

1214.420

 

 

 

 

 

 

PROFIT BEFORE TAX, DEPRECIATION AND AMORTISATION

6538.410

8324.070

6406.260

 

 

 

 

 

Less/ Add

DEPRECIATION/ AMORTISATION                    

2239.330

2149.330

1932.680

 

 

 

 

 

 

PROFIT BEFORE EXCEPTIONAL ITEMS AND TAX

4299.080

6174.740

4473.580

 

 

 

 

 

Add

EXCEPTIONAL ITEMS AND TAX

105.690

(704.160)

0.000

 

 

 

 

 

 

PROFIT BEFORE TAX

4404.770

5470.580

4473.580

 

 

 

 

 

Less

TAX                                                                 

1348.840

1849.850

1365.330

 

 

 

 

 

 

PROFIT AFTER TAX                            

3055.930

3620.730

3108.250

 

 

 

 

 

Add

PREVIOUS YEARS’ BALANCE BROUGHT FORWARD

 

8284.100

6833.230

 

 

 

 

 

Less

APPROPRIATIONS

 

 

 

 

 

Interim Dividend on Equity Shares

232.790

349.190

0.000

 

 

Tax on above dividend

37.760

56.650

0.000

 

 

Proposed Final Dividend on Equity Shares

558.710

581.990

814.780

 

 

Tax on above dividend

94.950

94.410

132.180

 

 

Debenture Redemption Reserve

408.600

408.600

399.420

 

 

Transfer to General Reserve

305.600

362.100

311.000

 

BALANCE CARRIED TO THE B/S

11469.410

10051.890

8284.100

 

 

 

 

 

 

EARNINGS IN FOREIGN CURRENCY

 

 

 

 

 

F.O.B. value of exports

15613.350

17309.920

12110.340

 

 

Insurance and freight on Exports

189.200

457.280

347.620

 

 

Tooling Charges

252.950

37.170

84.750

 

 

Sale of Certified Emission Reduction Units

--

--

3.450

 

 

Interest received on Fixed Deposits / Others

0.090

0.020

0.700

 

 

Interest on Loan to Subsidiary

29.560

33.360

22.050

 

 

Guarantee commission

4.590

4.480

0.000

 

TOTAL EARNINGS

16089.740

17842.230

12568.910

 

 

 

 

 

 

IMPORTS

 

 

 

 

 

Raw Materials

661.380

472.120

448.180

 

 

Die Blocks, Die Steel, Tool Steel & Spares

718.260

715.260

498.540

 

 

Capital Goods

865.890

1311.160

448.980

 

TOTAL IMPORTS

2245.530

2498.540

1395.700

 

 

 

 

 

 

Earnings Per Share (Rs.)

 

 

 

 

Basic

13.13

15.55

13.39

 

Diluted

13.13

15.53

13.11

 

 

QUARTERLY / SUMMARISED RESULTS

 

PARTICULARS

 

30.06.2013

Audited / UnAudited

UnAudited

Net Sales

7915.600

Total Expenditure

5954.600

PBIDT (Excl OI)

1961.000

Other Income

354.200

Operating Profit

2315.200

Interest

354.300

Exceptional Items

0.000

PBDT

1960.900

Depreciation

610.700

Profit Before Tax

1350.200

Tax

444.200

Provisions and contingencies

0.000

Profit After Tax

906.000

Extraordinary Items

0.000

Prior Period Expenses

0.000

Other Adjustments

0.000

Net Profit

906.000

 

KEY RATIOS

 

PARTICULARS

 

 

31.03.2013

31.03.2012

31.03.2011

PAT / Total Income

(%)

9.42

9.65

10.38

 

 

 

 

 

Net Profit Margin

(PBT/Sales)

(%)

13.98

14.84

15.18

 

 

 

 

 

Return on Total Assets

(PBT/Total Assets}

(%)

10.07

12.08

11.73

 

 

 

 

 

Return on Investment (ROI)

(PBT/Networth)

 

0.19

0.25

0.22

 

 

 

 

 

Debt Equity Ratio

(Total Debt /Networth)

 

0.64

0.79

0.73

 

 

 

 

 

Current Ratio

(Current Asset/Current Liability)

 

1.61

1.59

1.87

 

 

LOCAL AGENCY FURTHER INFORMATION

 

CURRENT MATURITIES:

 

Particulars

31.03.2013

31.03.2012

31.03.2011

 

 

 

 

Current maturities of long-term borrowings

 

 

 

--Secured

1689.800

929.460

130.960

--Unsecured

2167.370

2035.600

0.000

TOTAL

3857.170

2965.060

130.960

 

 

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

Yes

5]

Type of Business

Yes

6]

Line of Business

Yes

7]

Promoter's background

Yes

8]

No. of employees

No

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

No

19]

Payments terms

No

20]

Export / Import details (if applicable)

No

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

Yes

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:

 

Particulars

31.03.2013

[Rs. in Millions]

31.03.2012

[Rs. in Millions]

Long Term Borrowing

 

 

On syndication basis

4345.600

4071.200

On syndication basis

2172.800

0.000

 

 

 

Foreign currency convertible bonds (FCCB )

 

 

USD 40.0 Million (March 31, 2012: USD 40.0 Million) 0% Tranche

A FCCBs (Redeemed on April 28, 2012)

0.000

0.000

USD 39.9 Million (March 31, 2012: USD 39.9 Million) 0% Tranche

B FCCBs (Redeemable on April 28, 2013)

0.000

2030.510

 

 

 

Sales tax deferral liability

 

 

Under Government of Maharashtra Package Scheme of Incentives

0.000

69.440

 

 

 

Short Term Borrowing

 

 

Buyers line of credit for import of goods from banks

291.890

77.260

 

 

 

Total

6810.290

6248.410

 

 

CORPORATE INFORMATION

 

The Company is a public company domiciled in India and incorporated under the provisions of the Companies Act, 1956. Its shares are listed on two stock exchanges in India. The Company is engaged in the manufacturing and selling of forged components. The Company caters to both domestic and international markets.

 

GLOBAL AND INDIAN ECONOMIC OVERVIEW

 

The world economy continued to struggle in CY 2012 with a visible slowdown in the emerging market and developing economies, a reflection of the sharp decline in demand from economies like USA and Eurozone Area, domestic policy tightening, and the end of investment booms in some of the major emerging markets. Developing economies are still the main driver of global growth, but their output has slowed compared with the pre-crisis period.

 

Over the past few months, two of the biggest threats to global recovery have been temporarily averted, a Euro area breakup and a sharp fiscal contraction in the United States from the “fiscal cliff.”

 

Overall global growth for the year came in at 3.2 percent in 2012 as against 4.0 percent in CY 2011 and is expected to grow by 4.0 percent in CY13. (Source: IMF)

 

India faced its own share of problems driven by protracted weakness in industrial activity and slowdown in the services sector. India’s quarterly GDP growth declined for the seven consecutive quarters in October – December 2012, hitting a nine-year low of 4.7 percent. (Source: RBI). GDP% for the January – March 2013 quarter registered 4.8 percent and for the year GDP% came in at 5.0 percent as against 6.2 percent in the previous fiscal.

 

 

GLOBAL AUTOMOBILE INDUSTRY

 

The global automobile industry is highly concentrated, in USA, Europe, Japan, China, Brazil, India and Korea, covering a major share of the pie. Global vehicle production reached a record 84.1 Million in numbers in 2012 (Source: OICA), up 5 percent over the previous year.

 

Most of the global automotive markets witnessed a concurrent demand decline for both mass market passenger cars and commercial vehicles (CVs), impacted by a weak demand environment. The demand was dampened due to low levels of economic activities across regions. There was a subsequent demand decline across all the major regions except North America, where the passenger car sales continue to surge. Automotive Sales in the Eurozone auto industry remained depressed due to the challenging economic conditions, and this downtrend is expected to continue for some time. However, CV sales in Western Europe are likely to remain stable to slightly positive as compared to previous year. 

 

China and India witnessed weak automotive demand on back of slackening economic demand. In 2012, Indian automotive market witnessed one of its most challenging periods while china witnessed a slump demand which is estimated to report auto sales of 19 Million, growing at single digit rate, one of the lowest in many years (Source: Global Auto Report -Scotia Bank, 2012).

 

EXPORTS

 

BFL is a major supplier of safety and critical components for the automotive (passenger and CV) and industrial sector. These components provided to passenger and CVs are critical, safety and high value-added. BFL enjoys the privilege of strong relationship with global OEMs spread across automotive and industrial sectors.

 

The Company has successfully expanded its relationships across various geographies, notably in Brazil and Japan. This has been achieved on the back of BFL’s deep engagement with global OEMs and its ability to by supply critical and technologically differentiated products.

 

The Company has transformed its industrial business from serving just one or two product categories to limited customers, to a separate business vertical with a dynamic product offering across customers, geographies and segments.

 

Similar to the domestic business, BFL has a limited exposure to the passenger vehicles through exports. However, with the industry moving towards better fuel efficiency and stringent emission norms through the use of lighter engines, they will require high-performance parts. BFL is making significant progress with substantial efforts aimed towards this space. It is confident of achieving success in increasing its exposure to this segment in the coming years.

 

SUBSIDIARIES

 

Global subsidiaries

 

BFL’s global subsidiaries help contribute to the development of the entire Group. These subsidiaries allow the Company to:

 

  • Increase customer penetration and proximity to the customer,

 

  • Cross fertilisation of best practices and exchange of technology,

 

  • Enhance the ability to cater to the customers through a dual-shore based model which will reduce the customer’s dependency on the no. of suppliers for different components.

 

Following a good year in CY 2011, all the global subsidiaries of the Company focused on cost reductions, right sizing of organisation and new market development. However, global markets have been extremely volatile in second half of CY 2012 resulting in lackluster performance of the subsidiaries.

 

Europe: Performance of European subsidiaries was adversely affected in CY 2012 on backdrop of lower demand in the underlying markets. The subsidiaries have focused on improvement in productivity, lean organisation and cost reduction. As a result of these initiatives, European subsidiaries have been able to achieve profitability during these uncertain market conditions. These companies   continue to develop new products, increasing share of business with Customers and focus of improvement in operational performance 

 

USA: In November 2012, US subsidiary of the Company – Bharat Forge America Inc. (BFA) closed its manufacturing operations due to sustained losses. Most of the existing business of BFA was transferred to India thereby protecting the business within the Group. Subsequently all assets of BFA were sold in US in May 2013 for $ 11.25 Million. Loss for CY 2012 due to such discontinued business was Rs.168.000 Million.

 

China: Performance of Joint Venture in China was adversely affected by drop in underlying market in China. The drop in market was severe especially in commercial vehicle market (drop of 30 percent over last year) and construction market (drop of 70 percent over last year). As a result, the capacity utilisation of Joint Venture Company was far below break-even level resulting in higher losses in CY 2012.

 

Indian subsidiaries

 

BFL has been foraying into the capital goods and infrastructure business segments (both offer major growth opportunities) through investments in JVs and subsidiaries.

 

Alstom Bharat Forge Power Limited (ABFPL) and Kalyani Alstom Power Limited (KAPL)

 

India’s Planning Commission projects that the country needs at least 35-40 GW of additional generation capacity annually to reach the necessary installed capacity of 800 GW by 2030. Alstom Bharat Forge Power Limited (ABFPL) and Kalyani Alstom Power Limited (KAPL) are two JV companies of BFL with Alstom. These JVs design, engineer and manufacture state-of the- art power equipment, including turbines, generators, heat exchangers range for power plant units of 300 MW to 800 MW. ABFPL has been awarded two prestigious orders by NTPC Limited. The first one, a 2X660 MW supercritical Turbine Generator Islands is set to be installed at Solapur in Maharashtra, while a 3X660 MW supercritical turbine generator islands is going to be installed at Nabinagar in Bihar. Both of these projects, together constituting robust orders of Rs.38000.000 Million, are being implemented and all key design and engineering milestones for these have been met. 

 

BF Infrastructure Limited (BFIL)

 

BFL’s wholly-owned subsidiary, BFIL, endeavors to be a key contributor in India’s infrastructure growth through a niche and dominant role in a few important segments including power. The Company possesses a host of key enablers, including a talent pool with nearly 1,500 man-years of proven project experience. It is currently setting up a 450 MW (3X150 MW) coal based thermal power plant at Haldia, West Bengal, for India Power Corporation (Haldia) Limited on EPC basis at a cost of Rs.18850.000 Million. After suffering from initial delays due to land related problems, the project is under implementation now. It is expected to be completed with all the three turbines proposed to be commissioned in the next financial year.

 

BF-NTPC Energy Systems

 

BFL’s JV with NTPC, namely BF-NTPC Energy Systems Limited, has identified critical shortages in the domestic availability of products, such as high-pressure piping, special castings, valves and pumps, which retard timely completion of the country’s power plants. Due to current depressed market conditions in the power sector, BF-NTPC Energy Systems Limited has decided to put the project on hold and revisit it once demand in the sector revives.

 

David Brown Bharat Forge Gear Systems India Limited

 

David Brown Bharat Forge Gear Systems India Limited is a JV company located in Pune and serves India’s industrial market. It supplies both newly build gearboxes and comprehensive aftermarket services to sectors, such as power, mining, defense, wind, rail and steel. In the first phase, the JV has established service centre in Hosur, Karnataka and will set up a manufacturing facility in the second phase once the demand in the capital goods/power sector revives.

 

FINANCIAL REVIEW

 

Total income FY13 witnessed a decline in total income by about 13.5 percent from Rs. 37474.000 Million in FY12 to Rs. 32429.000 Million in FY13. The decline was largely due to a continued slump in automotive demand and drop in component sales to the industrial sectors both in India and overseas markets.

 

The demand for India’s industrial segment was impacted by global slowdown across markets. In India, the industrial sales were primarily impacted due to weak investment sentiments and a slowdown in industrial activities. Rest of the markets faced declining demand from various infrastructural activities.

 

Income

 

Domestic sales decreased by 18.9 percent on the back of 27 percent decline in volumes in the MandHCV segment and order declines in the industrial sector in India.

 

Export sales declined by 8.5 percent on back of slump in demand across auto and industrial segments across all major geographies. Export realisation improved during the year on back of rupee depreciation against major currencies and also increase in supply of machined components.

 

Other Operating income (Export Incentive) declined during the year due to reduction in incentive rates. Other income increased 49.2 percent from Rs.614.000 Million to Rs. 916.000 Million. Overall, total income reduced 13.54 percent from Rs.37474.000 Million to Rs. 32429.000 Million.

 

Expenditure

 

Raw Material as percent of total income decreased from 43.6 percent in FY12 to 41.9 percent in FY13 on improved

 

Machining and higher realisation per tonne. Manufacturing cost as percent of total income increased from 17.2 percent to 18.4 percent due to increase in Power cost which increased from Rs.6.76 per Kwh in FY12 to Rs. 7.74 Kwh in FY13.

 

Salary cost increased from 6.8 percent to 7.9 percent on primarily on account of sudden drop in demand which had an impact on total income. Other expenditure remained more or less flat at 6.4 percent on a YoY basis.

 

EBITDA % marginally declined by 60 bps from 26.1 percent to 25.5 percent despite a more than a 10 percent decline in top line on back of measures taken towards the end of the fiscal to reduce cost in line with the lower demand environment. 

 

Depreciation and Interest Cost increased from 9.2 percent to 11.6 percent on back of new machining lines getting commissioned in the fiscal and replacement of US$ 39.9 Million Zero Coupons FCCB with an ECB of similar amount. 

 

OUTLOOK

 

Economic uncertainties, along with a decline in automotive and industrial sectors in its primary markets, namely India, the US and the Eurozone nations, adversely impacted BFL’s performance in FY13. Despite the Company’s recovery initiatives through cost control and increased productivity, the domestic as well as export outlook for the first two quarters of FY14 remain sluggish.

 

 

STANDALONE UNAUDITED FINANCIAL RESULTS FOR THE QUARTER ENDED 30TH JUNE, 2013

 

Particulars

Quarter ended

30th June, 2013 (Unaudited)

PART-I

 

a) Sales & Income from Operations :

 

Domestic

4146.400

F.O.B. value of Exports & Corresponding Income

3972.200

Total Sales

8118.600

Less : Excise Duty

402.100

Total Net Sales (Net of Excise duty)

7716.500

b) Other Operating income

199.100

Total Income from Operations

7915.600

Expenses :

 

a) Cost of materials consumed

3347.100

b) Changes in Inventories of Finished goods, W.I.P. & stock in trade

(95.100)

c) Employee benefits expense

707.000

d) Depreciation and amortisation expense

610.700

e) Manufacturing expenses

1384.800

f) Other expenses

610.800

Total expenses

6565.300

Profit from operations before other income, finance costs and exceptional Items (1-2)

1350.300

Other income

354.200

Profit from ordinary activities before finance costs and exceptional items (3+4)

1704.500

Finance costs

354.300

Profit from ordinary activities after finance costs but before exceptional items (5-6)

1350.200

Exceptional items

-

Profit from ordinary activities before tax (7+8)

1350.200

Tax expenses

444.200

Net Profit from ordinary activities after tax (9-10)

906.000

Extraordinary item (net of tax expenses)

-

Net Profit for the period / year (11-12)

906.000

Paid-up Equity Share Capital (Face Value Rs.  2/- each)

465.700

Reserves excluding Revaluation Reserves as per balance sheet of previous accounting year

 

a) Basic Earning per share of ? 2/- each before and after Extraordinary item

3.89

b) Diluted Earning per share of ? 2/- each before and after Extraordinary item

3.89

 

Additional Information :

 

Profit before tax, before exchange gain / (loss) & exceptional items

1175.500

 

 Particulars

Quarter ended 30th June, 2013

 

(Unaudited)

PART II

 

Particulars of shareholding

 

Public Shareholding

 

- Number of Shares

134887946

- Percentage of Shareholding

57.95%

Promoters and Promoter Group Shareholding

 

a) Pledged / Encumbered

 

- Number of Shares

0.000

- Percentage of shares (as a % of the total

 

shareholding of promoter and promoter group)

0.000

- Percentage of shares (as a % of the total

 

share capital of the company)

0.000

b) Non-encumbered

 

- Number of Shares

97897170

- Percentage of shares (as a % of the total

 

shareholding of promoter and promoter group)

100%

- Percentage of shares (as a % of the total

 

share capital of the company)

42.05%

 

Notes to Financial Results:

 

  1. The above results have been reviewed by the Audit Committee and approved by the Board of Directors of the Company at their respective meetings held on August 8, 2013. The statutory Auditors of the Company have carried out a "Limited Review" of the results for the Quarter ended June 30, 2013.

 

  1. Earnings per share have been computed in accordance with the principles laid down by The Accounting Standard (AS) 20.

 

  1. Previous year's/periods' figures are regrouped/restated, wherever necessary to make them comparable with those of the current period.

 

 

STANDALONE SEGMENT WISE REVENUE, RESULTS AND CAPITAL EMPLOYED FOR THE QUARTER ENDED 30TH JUNE, 2013.

 

Particulars

Quarter ended

30th June, 2013 (Unaudited)

Segment Revenue:

 

Steel Forging

7884.700

Gen. Engg. Trading etc.

42.800

Total

7927.500

Less: Inter Segment Revenue

30.300

Net Sales / Income from Operations

7897.200

Segment Results: Profit/(Loss) (before tax and finance costs from each segment)

 

Steel Forging

1819.900

Gen. Engg.,Trading etc.

4.700

Total

1824.600

Less: Finance costs

354.300

Other Un-allocable expenditure net off Un-allocable income

120.100

Total Profit before tax and exceptional items

1350.200

Exceptional items Total Profit Before tax

1350.200

Capital Employed (Segment assets -Segment Liabilities)

 

Steel Forging -

26873.800

Gen. Engg.,Trading etc.

393.900

Unallocable Assets less Liabilities

 

-Investments in Subsidiaries/Joint Ventures

5187.200

others

12973.400

Total

45428.300

Secondary information in respect of Geographical segment on the basis of location of customers

 

Domestic

3925.000

Exports

3972.200

 

The Company has identified its business segments as its primary reporting format which comprises of Forgings and General Engineering. The main segment is Forgings. All products made by the Company essentially emanate from forgings and therefore it is reported as an independent business segment. General Engineering is a fabrication unit which constitute a miniscule portion of the Company's activities.

 

The Company on a standalone basis operates through a single geographical segment where all assets are located in India. Secondary segment disclosures have been made accordingly.

 

 

FIXED ASSETS:

 

·         Land, Free hold

·         Land, lease hold

·         Buildings

·         Plant and Machinery

·         Railway sidings

·         Electrical installations

·         Factory equipments

·         Engineering instruments

·         Furniture and fittings

·         Office equipments

·         Vehicles and Aircrafts

·         Leased assets ( Plant and Machinery)

·         Leased assets (Power line)

 


 

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 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.64.23

UK Pound

1

  Rs.100.00

Euro

1

Rs.85.93

 

 

INFORMATION DETAILS

 

Information Gathered by :

PDT

 

 

Report Prepared by :

ANK

 


 

SCORE & RATING EXPLANATIONS

 

SCORE FACTORS

 

RANGE

POINTS

HISTORY

1~10

6

PAID-UP CAPITAL

1~10

7

OPERATING SCALE

1~10

7

FINANCIAL CONDITION

 

 

--BUSINESS SCALE

1~10

8

--PROFITABILIRY

1~10

8

--LIQUIDITY

1~10

8

--LEVERAGE

1~10

7

--RESERVES

1~10

8

--CREDIT LINES

1~10

7

--MARGINS

-5~5

-

DEMERIT POINTS

 

 

--BANK CHARGES

YES/NO

YES

--LITIGATION

YES/NO

NO

--OTHER ADVERSE INFORMATION

YES/NO

NO

MERIT POINTS

 

 

--SOLE DISTRIBUTORSHIP

YES/NO

NO

--EXPORT ACTIVITIES

YES/NO

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

 

66

 

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

 

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

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

 


 

RATING EXPLANATIONS

 

 

RATING

STATUS

 

 

PROPOSED CREDIT LINE

>86

Aaa

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

 

Unlimited

71-85

Aa

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

 

Large

56-70

A

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

 

Fairly Large

41-55

Ba

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

 

Satisfactory

26-40

B

Capability to overcome financial difficulties seems comparatively below average.

 

Small

11-25

Ca

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

 

Limited with full security

<10

C

Absolute credit risk exists. Caution needed to be exercised

 

 

Credit not recommended

 

 

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

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