MIRA
INFORM REPORT
|
Report Date : |
16.12.2013 |
IDENTIFICATION DETAILS
|
Name : |
WHIRLPOOL OF INDIA LIMITED |
|
|
|
|
Formerly Known
As : |
KELVINATOR OF INDIA LIMITED |
|
|
|
|
Registered
Office : |
Plot A-4, MIDC, Ranjangaon Taluka-Shirur District Pune – 419204,
Maharashtra |
|
|
|
|
Country : |
India |
|
|
|
|
Financials (as
on) : |
31.03.2013 |
|
|
|
|
Date of
Incorporation : |
09.07.1960 |
|
|
|
|
Com. Reg. No.: |
11-020063 |
|
|
|
|
Capital
Investment / Paid-up Capital : |
Rs. 1268.718
Millions |
|
|
|
|
CIN No.: [Company Identification
No.] |
L29191PN1960PLC020063 |
|
|
|
|
TAN No.: [Tax Deduction &
Collection Account No.] |
MUMW01401B /
DELW00327F |
|
|
|
|
PAN No.: [Permanent Account No.] |
AAACW1336L |
|
|
|
|
Legal Form : |
A Public Limited Liability Company. The Company’s Shares are Listed on
the Stock Exchanges. |
|
|
|
|
Line of Business
: |
Manufacturing and Trading of Refrigerators, Washing Machines, Air Conditioners, Microwave Ovens and small appliances and also provides services in the area of product development, and procurement services. |
|
|
|
|
No. of Employees
: |
Information declined 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 24700000 |
|
|
|
|
Status : |
Good |
|
|
|
|
Payment Behaviour : |
Regular |
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|
|
|
Litigation : |
Exist |
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|
|
|
Comments : |
Subject is a subsidiary of Whirlpool Corporation Inc., USA. It is a well-established
company having fine track record. The rating reflect WoIL’s strong financial risk profile, established
market position in the home appliances segment in India, and the support that
it receives from its parent. Directors are reported to be experienced and respectable businessmen. 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 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
The current downturn
provides an opportunity to push ahead with reforms to accelerate growth, says
the latest India Development Update report released by the World Bank. The
report says that the adverse effects of rupee depreciation are likely to be
offset by the gains in the exports performance due to improved external
competitiveness. Since May this year, the local currency has depreciated
substantially and fell to a record level of Rs 68.85 to a dollar on August, 28.
A stagflation like
situation appears to have arisen as inflation jumped to an eight month high of
6.46 % for the month of September. It is up from 6.10 % in August. Growth
continues to be muted with factory output plunging to 0.6 % in August.
Onion prices have risen nearly 300 % from last September. Vegetables cost
nearly 90 % more than they did last year. Wake up to the economic contribution
of slum dwellers. They contribute more than 7.5 % to the country’s gross
domestic product, according to a recent study conducted in 50 top cities.
136000 estimated
number of jobs created during the second quarter of the current financial year.
50000 estimated number of additional jobs in the field of corporate social
responsibility in the coming years.
The International
Finance Corporation expects to come out with its rupee linked bonds issue
before the end of 2013 as a part of its plan to raise $ 1 billion. The Apple
iPhone 5c (Rs 41900 for 16 GB variant) and 5s (Rs 53500 for 16GB variant) has
been launched in India from 1st November.
The Land Acquisition
Act to provide just and fair compensation to farmers will come into force from
January 1 next year, said Rural Development Minister Jairam Ramesh. The Act
replaces a 119 year old registration. The Securities and Exchange Board of
India has approved the trading of currency futures on the Bombay Stock
Exchange. The exchange plans to launch the currency futures platform with
advanced trading technology by the end of November.
EXTERNAL AGENCY RATING
|
Rating Agency Name |
CRISIL |
|
Rating |
Long term rating : AA- |
|
Rating Explanation |
High degree of safety and very low credit
risk. |
|
Date |
April 10, 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
MANAGEMENT NON-COOPERATIVE
[CONTACT NO.: 91-124-4591300]
LOCATIONS
|
Registered Office/ Factory : |
Plot A-4, MIDC, Ranjangaon Taluka-Shirur District Pune – 419204,
Maharashtra, India |
|
Tel. No.: |
91-20-4061100 91-2138-660100 |
|
Fax No.: |
91-2138-232376/
232229 |
|
E-Mail : |
|
|
Website : |
|
|
|
|
|
Corporate
Office : |
Whirlpool House, Plot
No. 40, Sector – 44, Gurgaon – 122022, Haryana, India |
|
Tel. No.: |
91-124-4591300 |
|
Fax No.: |
91-124-4591301 |
|
|
|
|
Factory : |
Located at: · 28 N.I.T., Faridabad, Haryana, India Village Thirubhuvanai, Puducherry – 605001, U.T., India |
DIRECTORS
AS ON 31.03.2013
|
Name : |
Mr. Arvind Uppal |
|
Designation : |
Managing director |
|
Address : |
R-200, Greater Kailash, Part I, New Delhi – 110048, India |
|
Date of Birth/Age : |
19.06.1962 |
|
Date of Appointment : |
27.01.2005 |
|
PAN No.: |
AAHPU2604B |
|
DIN No.: |
00104992 |
|
|
|
|
Name : |
Mr. Anil Berera |
|
Designation : |
Director |
|
Address : |
AR-605, B, The Aralias, DLF Golf Links, DLF City, Phase - V,
Gurgaon-122009, Haryana, India |
|
Date of Birth/Age : |
29.12.1959 |
|
Date of Appointment : |
06.08.2012 |
|
PAN No.: |
AAEPB7085L |
|
DIN No.: |
00306485 |
|
|
|
|
Name : |
Mr. Anand Narain Bhatia |
|
Designation : |
Director |
|
Address : |
C-288, Opposite Sukun Park, Defence Colony, New Delhi - 110024, India |
|
Date of Birth/Age : |
23.01.1947 |
|
Date of Appointment : |
21.12.2001 |
|
DIN No.: |
00148983 |
|
|
|
|
Name : |
Mr. Simon James Scarff |
|
Designation : |
Director |
|
Address : |
Godewatte, Nenipitiya Matara, Sri Lanka |
|
Date of Birth/Age : |
06.09.1942 |
|
Date of Appointment : |
21.12.2001 |
|
DIN No.: |
00176450 |
|
|
|
|
Name : |
Mr. Sanjiv Verma |
|
Designation : |
Director |
|
Address : |
S-87, First Floor, Panchsheel Park, New Delhi, India |
|
Date of Birth/Age : |
28.08.1949 |
|
Date of Appointment : |
30.01.2009 |
|
DIN No.: |
00079498 |
|
|
|
|
Name : |
Mr. Vikas Singhal |
|
Designation : |
Director |
|
Address : |
A/3-16D, Green Apartments, Paschim Vihar,
New Delhi-110063, India |
|
Date of Birth/Age : |
06.09.1967 |
|
Date of Appointment : |
06.08.2012 |
|
PAN No.: |
ARAPS8548N |
|
DIN No.: |
02262421 |
KEY EXECUTIVES
|
Name : |
Mr. Ravi Kumar Sabharwal |
|
Designation : |
Secretary |
|
Address : |
101, Aravali Heights, GH 8, Sect. ZIC, Part I11 NIT,
Faridabad – 121002, Haryana, India |
|
Date of Birth/Age : |
07.10.1964 |
|
Date of Appointment : |
01.08.2006 |
|
PAN No.: |
APRPS0401D |
MAJOR SHAREHOLDERS / SHAREHOLDING PATTERN
AS ON 30.09.2013
|
Category of
Shareholder |
Total
No. of Shares |
As a % |
|
(A) Shareholding of Promoter and Promoter Group |
|
|
|
|
|
|
|
|
|
|
|
|
95153872 |
75.00 |
|
|
95153872 |
75.00 |
|
Total shareholding of Promoter and Promoter Group (A) |
95153872 |
75.00 |
|
(B) Public Shareholding |
|
|
|
|
|
|
|
|
6895363 |
5.43 |
|
|
19157 |
0.02 |
|
|
633 |
0.00 |
|
|
8897308 |
7.01 |
|
|
85 |
0.00 |
|
|
85 |
0.00 |
|
|
15812546 |
12.46 |
|
|
|
|
|
|
2595280 |
2.05 |
|
|
|
|
|
|
7670501 |
6.05 |
|
|
4616260 |
3.64 |
|
|
1023371 |
0.81 |
|
|
42728 |
0.03 |
|
|
535117 |
0.42 |
|
|
36430 |
0.03 |
|
|
409096 |
0.32 |
|
|
15905412 |
12.54 |
|
Total Public shareholding (B) |
31717958 |
25.00 |
|
Total (A)+(B) |
126871830 |
100.00 |
|
(C) Shares held by Custodians and against which Depository Receipts
have been issued |
|
|
|
|
0 |
0.00 |
|
|
0 |
0.00 |
|
|
0 |
0.00 |
|
Total (A)+(B)+(C) |
126871830 |
100.00 |
(1) Indian
Bodies Corporate
Foreign Financial Institutions / BanksShareholding 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 |
|
|
No. of Shares held |
As a % |
||
|
1 |
Whirlpool Mauritius Limited |
95153872 |
75.00 |
|
|
Total |
95153872 |
75.00 |
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
Shareholders |
No. of Shares held |
Shares as % |
|
|
1 |
HDFC Trustee Company Limited - HDFC Long Term |
2900548 |
2.29 |
|
|
2 |
Kotak Monthly Income Plan |
1553555 |
1.22 |
|
|
3 |
Copthall Mauritius Investment Limited |
1268733 |
1.00 |
|
|
4 |
Amansa Investments Limited |
2695536 |
2.12 |
|
|
|
Total |
8418372 |
6.64 |
|
BUSINESS DETAILS
|
Line of Business : |
Manufacturing and Trading of Refrigerators, Washing Machines, Air Conditioners, Microwave Ovens and small appliances and also provides services in the area of product development, and procurement services. |
||||||||
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|
||||||||
|
Products/ Services : |
|
GENERAL INFORMATION
|
No. of Employees : |
Information declined by the management |
|
|
|
|
Bankers : |
· Standard Chartered Bank, Parliament Street, New Delhi - 110001, Delhi, India Punjab National Bank, 74, Janpath, New Delhi - 110001,
India Anz Grindlays Bank, H Block, Cannaught Place, New Delhi -
110001, India Axis Bank Limited, Maker Towers - F, 13th Floor, Cuffe
Parade, Colaba, Mumbai - 400005, Maharashtra, India |
|
|
|
|
Banking
Relations : |
-- |
|
|
|
|
Auditors : |
|
|
Name : |
S.R Batliboi and Company Chartered Accountants |
|
Address : |
Golf View, Corporate Tower B, Sector-42, Sector Road,
Gurgaon-122002, Haryana, India |
|
Income-tax
PAN of auditor or auditor's firm : |
AALFS0506L |
|
|
|
|
Ultimate Holding
Company : |
Whirlpool Corporation Inc., USA |
|
|
|
|
Holding Company : |
Whirlpool Mauritius Limited |
|
|
|
|
Group Companies /
Enterprise where common control exists and with whom transactions have taken
place during the year : |
· Whirlpool (China) Investment Company Limited Whirlpool Greater China Inc. Whirlpool Southeast Asia Pte, Whirlpool Europe S.r.l. Whirlpool India Holdings Limited Whirlpool Slovakia Spol s.r.o. Whirlpool S.A. Whirlpool (Hong Kong) Limited Whirlpool (Australia) Pty. Limited WFC de Mexico S. de R.L. de C.V. Whirlpool Maroc Sàr.l. Whirlpool Argentina S.A Whirlpool South Africa (Pty) Limited Guangdong Whirlpool Electrical Appliances Company Limited Whirlpool Microwave Products Development Limited Beijing Embraco Snowflake Compressor Company Limited Whirlpool France S.A.S. Whirlpool Sweden A.B. Whirlpool Canada Holding Company Bauknecht Hausgeräte GmbH Whirlpool Empressa Brasileira Comercial Acros Whirlpool, S.A. de C.V. Whirlpool Product Development (Shenzhen) Company Limited Whirlpool Asia Private Limited [U74999HR2010FTC041356] Whirlpool Peru S.R.L. Whirlpool Poland SA Whirlpool Chile Limited |
CAPITAL STRUCTURE
AS ON 14.08.2013
Authorised Capital :
|
No. of Shares |
Type |
Value |
Amount |
|
|
|
|
|
|
150,000,000 |
Equity Shares |
Rs. 10/- each |
Rs. 1500.000 Millions |
|
155,000,000 |
Preference Shares |
Rs. 10/- each |
Rs. 1550.000 Millions |
|
|
Total |
|
Rs. 3050.000
Millions |
Issued, Subscribed & Paid-up Capital :
|
No. of Shares |
Type |
Value |
Amount |
|
|
|
|
|
|
126,871,830 |
Equity Shares |
Rs. 10/- each |
Rs. 1268.718
Millions |
|
|
|
|
|
AS ON 31.03.2013
Authorised Capital :
|
No. of Shares |
Type |
Value |
Amount |
|
|
|
|
|
|
150,000,000 |
Equity Shares |
Rs. 10/- each |
Rs. 1500.000 Millions |
|
53,850,000 |
Preference Shares |
Rs. 10/- each |
Rs. 538.500 Millions |
|
|
Total |
|
Rs. 2038.500
Millions |
Issued, Subscribed & Paid-up Capital :
|
No. of Shares |
Type |
Value |
Amount |
|
|
|
|
|
|
126,871,830 |
Equity Shares |
Rs. 10/- each |
Rs. 1268.718
Millions |
|
|
|
|
|
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 |
1268.718 |
1268.718 |
1807.218 |
|
(b) Reserves & Surplus |
4906.686 |
3633.162 |
2416.533 |
|
(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) |
6175.404 |
4901.880 |
4223.751 |
|
|
|
|
|
|
(3)
Non-Current Liabilities |
|
|
|
|
(a) long-term borrowings |
0.000 |
0.000 |
0.000 |
|
(b) Deferred tax liabilities (Net) |
248.027 |
212.749 |
209.823 |
|
(c) Other long
term liabilities |
115.090 |
94.026 |
109.275 |
|
(d) long-term
provisions |
523.329 |
465.904 |
524.965 |
|
Total Non-current
Liabilities (3) |
886.446 |
772.679 |
844.063 |
|
|
|
|
|
|
(4)
Current Liabilities |
|
|
|
|
(a)
Short term borrowings |
0.000 |
0.000 |
0.000 |
|
(b) Trade
payables |
5812.214 |
5131.851 |
6967.032 |
|
(c)
Other current liabilities |
575.049 |
582.828 |
652.213 |
|
(d) Short-term
provisions |
399.245 |
483.062 |
450.117 |
|
Total Current
Liabilities (4) |
6786.508 |
6197.741 |
8069.362 |
|
|
|
|
|
|
TOTAL |
13848.358 |
11872.300 |
13137.176 |
|
|
|
|
|
|
II.
ASSETS |
|
|
|
|
(1)
Non-current assets |
|
|
|
|
(a)
Fixed Assets |
|
|
|
|
(i)
Tangible assets |
3870.647 |
3364.413 |
3143.230 |
|
(ii) Intangible
Assets |
15.004 |
21.619 |
29.135 |
|
(iii)
Capital work-in-progress |
262.916 |
450.344 |
124.062 |
|
(iv)
Intangible assets under development |
0.000 |
0.000 |
0.000 |
|
(b) Non-current Investments |
0.000 |
0.000 |
0.000 |
|
(c) Deferred tax assets (net) |
0.000 |
0.000 |
0.000 |
|
(d) Long-term Loan and Advances |
679.941 |
904.967 |
883.839 |
|
(e) Other
Non-current assets |
48.541 |
0.100 |
39.312 |
|
Total Non-Current
Assets |
4877.049 |
4741.443 |
4219.578 |
|
|
|
|
|
|
(2)
Current assets |
|
|
|
|
(a)
Current investments |
0.000 |
0.000 |
0.000 |
|
(b)
Inventories |
5222.803 |
4322.858 |
6673.630 |
|
(c)
Trade receivables |
1709.097 |
1370.576 |
1152.183 |
|
(d) Cash
and cash equivalents |
1550.335 |
858.964 |
491.637 |
|
(e)
Short-term loans and advances |
481.696 |
562.496 |
579.673 |
|
(f)
Other current assets |
7.378 |
15.963 |
20.475 |
|
Total
Current Assets |
8971.309 |
7130.857 |
8917.598 |
|
|
|
|
|
|
TOTAL |
13848.358 |
11872.300 |
13137.176 |
PROFIT & LOSS
ACCOUNT
|
|
PARTICULARS |
31.03.2013 |
31.03.2012 |
31.03.2011 |
|
|
|
SALES |
|
|
|
|
|
|
|
Revenue from operations |
27727.260 |
26579.353 |
27027.964 |
|
|
|
Other Income |
236.630 |
123.049 |
257.962 |
|
|
|
TOTAL (A) |
27963.890 |
26702.402 |
27285.926 |
|
|
|
|
|
|
|
|
Less |
EXPENSES |
|
|
|
|
|
|
|
Cost of materials consumed |
14283.639 |
11879.441 |
13073.646 |
|
|
|
Purchases of stock-in-trade |
3830.941 |
3035.990 |
5697.254 |
|
|
|
Changes in inventories
of finished goods, work-in-progress and stock-in-trade |
(759.242) |
1994.558 |
(1784.005) |
|
|
|
Employee benefit expense |
2351.692 |
2134.403 |
2044.256 |
|
|
|
Other expenses |
5831.988 |
5304.088 |
5360.769 |
|
|
|
TOTAL (B) |
25539.018 |
24348.480 |
24391.920 |
|
|
|
|
|
|
|
|
Less |
PROFIT
BEFORE INTEREST, TAX, DEPRECIATION AND AMORTISATION (A-B) (C) |
2424.872 |
2353.922 |
2894.006 |
|
|
|
|
|
|
|
|
|
Less |
FINANCIAL
EXPENSES (D) |
30.013 |
43.775 |
56.494 |
|
|
|
|
|
|
|
|
|
|
PROFIT
BEFORE TAX, DEPRECIATION AND AMORTISATION (C-D) (E) |
2394.859 |
2310.147 |
2837.512 |
|
|
|
|
|
|
|
|
|
Less/ Add |
DEPRECIATION/
AMORTISATION (F) |
603.187 |
497.048 |
445.122 |
|
|
|
|
|
|
|
|
|
|
PROFIT BEFORE
TAX (E-F) (G) |
1791.672 |
1813.099 |
2392.390 |
|
|
|
|
|
|
|
|
|
Less |
TAX (H) |
514.186 |
575.790 |
732.063 |
|
|
|
|
|
|
|
|
|
|
PROFIT AFTER TAX
(G-H) (I) |
1277.486 |
1237.309 |
1660.327 |
|
|
|
|
|
|
|
|
|
|
EARNINGS IN
FOREIGN CURRENCY |
|
|
|
|
|
|
|
Export Earnings |
1714.175 |
1766.526 |
1575.070 |
|
|
|
Interest Earnings |
0.000 |
0.151 |
36.462 |
|
|
|
Other Earnings |
707.898 |
745.119 |
713.622 |
|
|
TOTAL EARNINGS |
2422.073 |
2511.796 |
2325.154 |
|
|
|
|
|
|
|
|
|
|
IMPORTS |
|
|
|
|
|
|
|
Raw Materials |
4504.130 |
3071.450 |
2226.167 |
|
|
|
Stores & Spares |
1318.598 |
1506.492 |
3759.160 |
|
|
|
Capital Goods |
405.650 |
393.145 |
88.312 |
|
|
TOTAL IMPORTS |
6228.378 |
4971.087 |
6073.639 |
|
|
|
|
|
|
|
|
|
|
Earnings Per
Share (Rs.) |
10.07 |
9.62 |
12.18 |
|
KEY RATIOS
|
PARTICULARS |
|
31.03.2013 |
31.03.2012 |
31.03.2011 |
|
PAT / Total Income |
(%) |
4.57
|
4.63 |
6.08 |
|
|
|
|
|
|
|
Net Profit Margin (PBT/Sales) |
(%) |
6.46
|
6.82 |
8.85 |
|
|
|
|
|
|
|
Return on Total Assets (PBT/Total Assets} |
(%) |
13.19
|
15.87 |
18.38 |
|
|
|
|
|
|
|
Return on Investment (ROI) (PBT/Networth) |
|
0.29
|
0.37 |
0.57 |
|
|
|
|
|
|
|
Debt Equity Ratio (Total Debt/Networth) |
|
0.00
|
0.00 |
0.00 |
|
|
|
|
|
|
|
Current Ratio (Current Asset/Current Liability) |
|
1.32
|
1.15 |
1.11 |
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 |
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 |
Yes |
|
23] |
Banking Details |
Yes |
|
24] |
Banking facility details |
No |
|
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 |
Yes |
|
33] |
Voter ID No of
Proprietor/Partner/Director, if available |
No |
|
34] |
External Agency Rating,
if available |
Yes |
LITIGATION DETAILS
|
HIGH COURT OF
BOMBAY |
|
CASE DETAILS BENCH: BOMBAY |
|
Lodging No: CPL/607/2013 Filing Date: 30.08.2013 |
|
Petitioner: M/S. DRIVE INDIA ENTERPRISE SOLUTIONS LIMITED Respondent: M/S.
WHIRLPOOL OF INDIA LIMITED Petn. Adv : M/S. THAKORE JARIWALA & ASSOCIATES District: MUMBAI |
|
Bench: SINGLE Status: Pre-Admission
Category: COMPANY
PETITION U/SEC 433,434,439 COMPANIES ACT Last Date: 06.09.2013
Stage: Last Coram: REGISTRAR(OS)/PROTHONOTARY & SR. MASTER |
|
Act: Companies Act & Rules 1956
UNDER SECTION: 433 AND
434 |
CURRENT MATURITIES
OF LONG TERM DEBT: NOT AVAILABLE
INDEX OF CHARGES: NO
CHARGES EXIST FOR COMPANY
CORPORATE INFORMATION
Subject is a public limited company registered in India under
the Companies Act 1956. Its shares are listed on Bombay Stock Exchange and
National Stock Exchange. The Company is a leading manufacturer of home
appliances. It is primarily engaged in manufacturing and trading of
Refrigerators, Washing Machines, Air Conditioners, Microwave Ovens and small
appliances and caters to both domestic and international markets. It also
provides services in the area of product development, and procurement services
to Whirlpool Corporation, USA and other group companies.
PERFORMANCE OF THE
COMPANY
During the year ended March 31, 2013 the sales (including
excise duty) of the Company, was Rs.30365.000 Millions as compared to last
year’s sales of 28504.700 Millions up by 6.5%. Profit before tax was
Rs.1791.700 Millions as compared to corresponding profit of Rs.1813.100
Millions in the previous year.
FINANCE AND ACCOUNTS
The 2012-13 fiscal was a tough year for the consumer durables industry. Macro-Economic indicator continues to be negative. GDP growth down from 6.5 points to 5.0 points, has resulted in slowdown in Industry and low demand. In addition, sharp devaluation of the rupee and unabated commodity inflation spiked up input costs that necessitated frequent pricing actions, further softening demand. As a result, the consumer durables industry continue to be declining trend for 2nd consecutive year.
Against this background, the Company’s net income were up by 4.7% versus the previous year and profit before tax was marginally down by 1.2% due to higher operation cost led by Inflation. Under the extremely challenging business environment described earlier, this is a very creditable performance with overall profitability and fiscal management still being the best in the industry.
In view of demand being low, the Company continues to focus
on Cost and Cash. Several actions were taken to improve volume and category
mix. All new product launches were made to improve market share and volume.
Relentless pressure was applied on controlling discretionary expenditure and
working capital management. Cash generation from operations remained strong
even in this volatile environment, enabling the Company to finance planned
investments internally without recourse to external debts. Indeed, the Company
has invested over Rs.800.000 Millions in platform upgrades to produce more
energy efficient and superior performing appliances.
MANAGEMENT DISCUSSION
AND ANALYSIS REPORT
INDUSTRY STRUCTURE
AND DEVELOPMENTS:
The long term growth opportunity that India offers is attracting a number of international appliance brands. Recent entrants include brands from Germany, New Zealand, Japan and China which is making the Indian appliance industry more international in character. Joint ventures and strategic alliances are being forged. Several new entrants are investing heavily behind brand, distribution and manufacturing. For the moment however, the home appliance industry is highly concentrated, with the top 4 brands accounting for more than 80 % of the appliance market.
Category dynamics remain largely unchanged for refrigerators and washing machines, where single door and twin tub formats dominate. The Air Conditioner category has seen tremendous change with split air conditioners fast replacing windows. Indeed, several brands are exiting the window business altogether. In the Microwave category, more and more offerings are in the Convection and Grill models, which are more versatile products.
An overarching phenomenon is that premium segment of all appliance categories is seeing a lot of action. Today, it is common to see multi-door refrigerators, sophisticated front-load washing machines, inverter technology air conditioners, and Built-in products growing in awareness and distribution.
OUTLOOK AND
OPPORTUNITIES:
Demand in the next 12-18 months is expected to be modest as the country copes to reduce fiscal and current account deficits and takes measures to attract investment and stimulate growth. However, as GDP growth returns to 8%+ and disposable income increases, the appliance industry will see the levels of growths of 10%+. As penetration levels of all categories is low even in Urban India, long term, sustainable growth is assured.
Other factors that can contribute to growth are:
· Improvement in infrastructure, such as roads, power, water.
Growth
of financing schemes and institutions
Expansion
of modern retail
Implementation
of GST/rationalization of taxes
The National Manufacturing Policy, and in particular the National Policy on Electronics, that seeks to grow manufacturing of the electronics sector to $400 B by 2020 and create 28 M jobs is a step in the right direction to boost manufacturing in India. It is hoped that the attractive incentives that the government is offering to convert the goal into reality will result in the development of a mature and efficient supply base of key components, many of which are currently imported.
CONTINGENT
LIABILITIES:
|
Particulars |
31.03.2013 (Rs.
In Millions) |
31.03.2012 (Rs.
In Millions) |
|
(a) Claims
against the Company not acknowledged as debts: These claims are
in respect of various cases filed by the ex-employees and consumers. It has
been estimated that the liability arising on the Company should the actions be
successful is Rs.102.715 Millions (Previous Year Rs. 115.412 Millions). The
legal proceedings are going on and therefore it is not practicable to state
the timing of any payment. The management is of the opinion that it is
possible, but not probable, that the action will succeed and accordingly no
provision for any liability has been made in these financial statements. |
102.715 |
115.412 |
|
(b) Others:- |
|
|
|
- On account of pending appeals of Excise Duty & Service Tax |
381.380 |
211.936 |
|
- On account of pending appeals of Custom Duty |
26.479 |
26.479 |
|
- On account of pending appeals of Sales Tax/ Value Added Tax
assessments |
313.925 |
320.462 |
|
(c) Letter of Credits with Bank |
418.462 |
459.040 |
|
(d) Bank Guarantees given to Government Authorities |
600.800 |
540.442 |
|
These cases as
mentioned in point (b) above for which the total estimated liability, should
the actions be successful, is Rs 721.784 Millions (Previous year Rs. 558.877
Millions). The legal proceedings are going on and therefore it is not
practicable to state the timing of any payment. In view of large
number of cases, it is not practicable to disclose individual details of all
the cases. On the basis of current status of individual case and as per legal
advice obtained by the Company, wherever applicable, the Company is confident
of winning the above cases and is of view that no provision is required in
respect of these cases. e) In the
Income-tax assessments for preceding assessment years, the Assessing Officer
have made disallowances of various expenses (other than transfer pricing
adjustments) amounting to Rs.937.850 Millions (Previous Year Rs.830.612
Millions). The Company’s appeals against these orders are pending before the
Appellate Authorities. This includes Income-tax department's appeal against
the Company before the Appellate Authorities for certain matters wherein the
CIT (Appeals) have ordered in favor of the Company. On the basis of
current status of individual case for respective years and as per legal
advice obtained by the Company, wherever applicable, the Company is confident
of winning the above cases and is of view that no provision is required in
respect of these cases. f) In the
Transfer Pricing Assessment for assessment year(s) 2003-04, 2004-05, 2005-06,
2008-09 and 2009-10 the Income Tax Authorities have made transfer pricing
adjustments against various transactions undertaken by the Company. These
transfer pricing adjustments have been set-off by the Assessing Officer
against accumulated brought forward losses and depreciation allowances of the
Company by Rs.1294.463 Millions (Previous year Nil) for Assessment Year
2009-10, Rs.2033.225 Millions (Previous Year Rs.1987.143 Millions) for
Assessment Year 2008-09, Rs.973.449 Millions (Previous Year Rs.973.449
Millions) for the Assessment year 2005-06, Nil (Previous Year Rs.796.793
Millions) for Assessment year 2004-05 and Rs.362.814 Millions (Previous Year
Rs.362.814 Millions) for Assessment year 2003-04. The Company’s appeal for
the Asessment year 2009-10 pending before the Dispute Resolution Panel (DRP).
In respect of Assessment year 2008-09, the Company is in the process of
filing an appeal to CIT (Appeals) against the order of the Transfer Pricing
Officer including effect to the DRP’s order for the same year. Appeal for
Assessment year 2005-06 is pending before the Commissioner of Income Tax and
appeal for Assessment Year 2003-04 is pending before the Income Tax Appellate
Tribunal. Depending on the outcome of the aforementioned cases, assessments
for the subsequent periods and up to March 31, 2013 could result into
demands/settlements on the similar items, amounts whereof could not be
ascertained. Income Tax
Authorities have imposed penalty aggregating to Rs.22.028 Millions (Previous
Year Rs. Nil Millions) in respect of assessment year 1998-99 for furnishing
inaccurate particulars of income. The Company has filed appeal against the
said penalty order before CIT (Appeals). During the earlier year a similar
penalty was levied by Income Tax Authorities for the Assessment Year 2003-04
and for which the Commissioner of Income Tax- Appeals has deleted a penalty
of Rs.62.442 Millions out of penalty aggregating to Rs.63.861 imposed by
Income Tax Authorities in the financial year 2012-13. The Income Tax
Department has filed further appeal before the ITAT and a corresponding cross
appeal has also been by the Company before the ITAT. On the basis of
current status of above-mentioned individual cases and as per legal advice obtained
by the Company, wherever applicable, the Company is confident of winning the
above cases and is of view that no provision is required in respect of these
cases. |
||
FIXED ASSETS:
· Land
Buildings
Plant
and equipment
Furniture
and fixtures
Vehicles
Office
equipment
Leasehold
improvements
Computer
software
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 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. 62.13 |
|
|
1 |
Rs. 101.53 |
|
Euro |
1 |
Rs. 85.41 |
INFORMATION DETAILS
|
Information
Gathered by : |
NYA |
|
|
|
|
Report Prepared
by : |
BVA |
SCORE & RATING EXPLANATIONS
|
SCORE FACTORS |
RANGE |
POINTS |
|
HISTORY |
1~10 |
8 |
|
PAID-UP CAPITAL |
1~10 |
7 |
|
OPERATING SCALE |
1~10 |
7 |
|
FINANCIAL CONDITION |
|
|
|
--BUSINESS SCALE |
1~10 |
7 |
|
--PROFITABILIRY |
1~10 |
7 |
|
--LIQUIDITY |
1~10 |
7 |
|
--LEVERAGE |
1~10 |
7 |
|
--RESERVES |
1~10 |
8 |
|
--CREDIT LINES |
1~10 |
8 |
|
--MARGINS |
-5~5 |
-- |
|
DEMERIT POINTS |
|
|
|
--BANK CHARGES |
YES/NO |
NO |
|
--LITIGATION |
YES/NO |
YES |
|
--OTHER ADVERSE INFORMATION |
YES/NO |
NO |
|
MERIT POINTS |
|
|
|
--SOLE DISTRIBUTORSHIP |
YES/NO |
NO |
|
--EXPORT ACTIVITIES |
YES/NO |
NO |
|
--AFFILIATION |
YES/NO |
YES |
|
--LISTED |
YES/NO |
YES |
|
--OTHER MERIT FACTORS |
YES/NO |
YES |
|
DEFAULTERS |
|
|
|
--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 |
|
-- |
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.