MIRA INFORM REPORT

 

 

Report Date :

28.12.2013

 

IDENTIFICATION DETAILS

 

Name :

SCHRADER DUNCAN LIMITED

 

 

Registered Office :

F-33, Ranjangaon Industrial Area, MIDC, Karegoan, Taluka-Shirur, Pune – 412209, Maharashtra

 

 

Country :

India

 

 

Financials (as on) :

31.03.2013

 

 

Date of Incorporation :

29.03.1961

 

 

Com. Reg. No.:

11-139151

 

 

Capital Investment / Paid-up Capital :

Rs. 36.960 Millions

 

 

CIN No.:

[Company Identification No.]

L28991PN1961PLC139151

 

 

TAN No.:

[Tax Deduction & Collection Account No.]

PNES34773E/ MUMS37170A/ MUMS41761G

 

 

PAN No.:

[Permanent Account No.]

AAACS0769H

 

 

Legal Form :

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

 

 

Line of Business :

Manufacturer of tyre tube valves and accessories and pneumatic products.

 

 

No. of Employees :

450 (Approximately)

 

 

RATING & COMMENTS

 

MIRA’s Rating :

B (31)

 

RATING

STATUS

PROPOSED CREDIT LINE

26-40

B

Capability to overcome financial difficulties seems comparatively below average.

Small

 

Maximum Credit Limit :

USD 1400000

 

 

Status :

Moderate

 

 

Payment Behaviour :

Slow but correct

 

 

Litigation :

Clear

 

 

Comments :

Subject is an established company having moderate track record.

 

Profitability of the company appears to be low.

 

However, trade relations are fair. Business is active. Payment terms are slow but correct.

 

The company can be considered for business dealing with some caution.

 

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

 

Uptick in agriculture and construction spread some cheer as the economy grew a higher-than-expected 4.8 % in the three months through September. Manufacturing rose an annual rate per cent during the quarter and mining fell by 0.4 %, government data showed while farm output rose 46%.

 

India has emerged as the most attractive investment destination, thanks to a relaxation in foreign direct investment norms, says a report. India is followed by Brazil and China in the ranking part of EY’s Capital Confidence Barometer report based on a survey across 70 nations. The US, France and Japan have emerged as the top three investors likely to invest in India.

 

India has been ranked 83rd globally in terms of talent competitiveness of its human capital.  Switzerland, Singapore, Denmark, Sweden and Luxembourg are the top five in the list of 103 nations compiled by INSEAD business school.

 

Tax rates for companies in India are among the highest in the world and the number of payments is also more than the global average putting the country at low, 158th rank on the Paying Taxes. 2014 list by the World Bank and PWC. However, the time taken for tax payments is relatively less in India which is rated ahead of China and Japan.

 

1 billion smartphone shipments in 2013, a 39.3 % growth over 2012. This was being driven by low cost computing in emerging markets. By 2017, total smartphone shipments are expected to approach 1.7 billion units, resulting in a compound annual growth rate of 18.4 % between 2013 and 2017, according to research from IDC.

 

20 % vacancy rate of office space in Mumbai and Delhi in the third quarter, the highest in Asia after Chengdu, in China. According to Cushman and Wakefield, six Indian cities are among the 10 office markets with the worst vacancies.

 

Foreign banks will not have to pay stamp duty and capital gains tax, if they convert their branch operations into a wholly owned subsidiary, according to the Reserve Bank of India.

 

The Reserve Bank of India is planning to launch CPI – indexed bonds aimed to protecting the savings of retail investors from the impact the price rise by December end.

 

Central Bureau of Investigation has booked State Bank of India, Deputy Managing Director Shyamal Acharya and others in a graft case related to distribution of a loan of over Rs 4000 mn. Gold and jewellery  worth Rs 6.7 mn have been recovered from the residence of Acharya.

 

 

EXTERNAL AGENCY RATING

 

Rating Agency Name

CRISIL

Rating

Long term rating: “BB”

Rating Explanation

Inadequate credit quality and high credit risk.

Date

08.11.2013

 

Rating Agency Name

CRISIL

Rating

Short term rating: “A4+”

Rating Explanation

Minimal degree of safety and very high credit risk.

Date

08.11.2013

 

 

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 PARTED BY

 

Name :

Mr. Sudhir

Designation :

Finance Department

Contact No.:

91-22-41248999

Date :

24.12.2013

 

 

LOCATIONS

 

Registered Office/ Factory 1:

F-33, Ranjangaon Industrial Area, MIDC, Karegoan, Taluka-Shirur, Pune – 412 209, Maharashtra, India

Tel. No.:

91-20-39810099/ 39810000

91-2138-660066

Fax No.:

91-20-39810067

91-2138-660067

E-Mail :

Purchase: purchase@schraderduncan.com

Career Opportunities: hrd@schraderduncan.com

Automotive Business Unit: abu@schraderindia.com

Pneumatics Business Unit: pbu@schraderindia.com

pravin.gavali@schraderduncan.com

Website :

www.schraderduncan.com

 

 

Sales/ Marketing Office/ Factory 2 :

502, Ishan Arcade II, Ghokhale Road, Opposite Hanuman Mandir, Thane - 400602, Maharashtra, India

Tel. No.:

91-22-41248999

Fax No.:

91-22-41248967

 

 

Factory 3 :

A-473, TTC, MIDC, Mahape, Navi Mumbai – 400710, Maharashtra, India

 

 

Factory 4 :

LBS Marg, Mulund, Mumbai – 400080, Maharashtra, India

Tel. No.:

91-22-25643451

 

 

Branch Office 1 :

31, Netaji Subhash Road, Kolkata – 700001, West Bengal, India

 

 

Branch Office 2 :

Publicis House, 1-2 Aram Bagh, Community Centre, Punchkuain Road, New Delhi – 110055, India

 

 

DIRECTORS

 

As on 31.03.2013

 

Name :

Mr. J.P. Goenka

Designation :

Chairman

 

 

Name :

Mr. Shantanu Parvati

Designation :

Whole Time Director

 

 

Name :

Mr. A. Goenka

Designation :

Director

 

 

Name :

Mr. B.B. Tandon

Designation :

Director

 

 

Name :

Mr. Nitin Kaul

Designation :

Director

 

 

Name :

Mr. O.P. Dubey

Designation :

Director

 

 

Name :

Mr. R.A. Shah

Designation :

Director (Alternate to Mr. Nitin Kaul)

 

 

KEY EXECUTIVES

 

Name :

Mr. Sudhir

Designation :

Finance Department

 

 

MAJOR SHAREHOLDERS / SHAREHOLDING PATTERN

 

As on 30.09.2013

 

Names of Shareholders

No. of Shares

Percentage of Holding

(A) Shareholding of Promoter and Promoter Group

 

 

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

 

 

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

2753836

74.51

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

2753836

74.51

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

 

 

Total shareholding of Promoter and Promoter Group (A)

2753836

74.51

(B) Public Shareholding

 

 

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

 

 

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

2255

0.06

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

2255

0.06

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

 

 

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

41951

1.14

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

765850

20.72

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

109655

2.97

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

22453

0.61

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

14478

0.39

http://www.bseindia.com/include/images/clear.gifMarket Maker

7975

0.22

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

939909

25.43

Total Public shareholding (B)

942164

25.49

Total (A)+(B)

3696000

100.00

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

 

 

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

0

0.00

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

0

0.00

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

3696000

100.00

 

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 %

Cosmopolitan Investments Limited

4,40,232

11.91

Oriental Carbon and Chemicals Limited

23,13,604

62.60

Total

27,53,836

74.51

 

 

BUSINESS DETAILS

 

Line of Business :

Manufacturer of tyre tube valves and accessories and pneumatic products.

 

 

Products :

Item Code No. (ITC Code)

Product Description

8481.80

Automotive tyre tube valves and accessories

Hydraulic and Pneumatic Equipment

 

 

Exports :

 

Products :

Finished Goods

Countries :

Middle East

 

 

Imports :

 

Products :

Raw Materials

Countries :

China

 

 

Terms :

 

Selling :

L/C and Credit

 

 

Purchasing :

L/C and Credit

 

 

GENERAL INFORMATION

 

Customers :

End Users

 

 

No. of Employees :

450 (Approximately)

 

 

Bankers :

State Bank of India, Mumbai, Maharashtra, India

 

 

Facilities :

SECURED LOANS

31.03.2013

(Rs. in Millions)

31.03.2012

(Rs. in Millions)

LONG-TERM BORROWINGS

 

 

Term loan from a bank

47.125

60.000

Vehicle loan

0.000

0.765

SHORT-TERM BORROWINGS

 

 

Working capital loans repayable on demand

 

 

From banks:

 

 

Cash Credit

88.514

120.934

Total

135.639

181.699

 

NOTE:

 

SHORT-TERM BORROWINGS

 

Details of security for the secured short-term borrowings:

 

Cash Credit is secured by Primary first hypothecation charge of the company’s entire current assets, both present and future, collateral first charge on company’s movable fixed assets and tangible Fixed assets at Ranjagaon, Pune. Further by Corporate Guarantees of (i) Oriental Carbon and Chemicals Limited and (ii) Cosmopolitan Investments Limited.

 

Banking Relations :

--

 

 

Auditors :

 

Name :

Singhi and Company

Chartered Accountants

Address :

Mumbai, Maharashtra, India

 

 

Legal Advisors :

Crawford Bayley and Company

 

 

Holding Company:

Oriental Carbon and Chemicals Limited *

 

 

Associate Company:

Cosmopolitan Investments Limited *

 

 

Erstwhile Subsidiary of the Company: (merged with effect from 1st April, 2012):

Associated Polymers Limited

 

Note:

* Oriental Carbon and chemicals Limited and Cosmopolitan Investments Limited has given corporate Guarantees to Bank (State Bank of India) against all credit facilities.

 

 

CAPITAL STRUCTURE

 

As on 31.03.2013

 

Authorised Capital :

No. of Shares

Type

Value

Amount

 

 

 

 

5000000

Equity Shares

Rs.10/- each

Rs.50.000 millions

 

 

 

 

 

Issued, Subscribed & Paid-up Capital :

No. of Shares

Type

Value

Amount

 

 

 

 

3696000

Equity Shares

Rs.10/- each

Rs.36.960 millions

 

 

 

 

 

Reconciliation of number of shares:

 

Equity shares

As at 31st March, 2013

No. of Shares

Amount

(Rs. in millions)

Number of Equity shares outstanding at the beginning of the year

3696000

36.960

Add: Additional Equity shares issued during the year

--

--

Less: Shares forfeited/bought back during the year

--

--

Number of Equity shares outstanding at the end of the year

3696000

36.960

 

Numbers of shares held by each shareholder holding more than 5% shares in the company are as follows:

 

Equity shares

As at 31st March, 2013

No. of Shares

Percentage of holding

Oriental Carbon and Chemicals Limited (OCCL).

2313604

62.60%

Cosmopolitan Investment Limited

440232

11.91%

Schrader Bridgeport International Inc.

--

0.00%

 

Rights, preferences and restrictions attached to shares:

 

The Company has issued one class of equity shares having a face value of Rs.10 per share. Each shareholder has right to vote in respect of such share, on every resolution placed before the Company and his voting right on a poll shall be in proportion to his share of the paid-up equity capital of the Company. In the event of liquidation, the equity shareholders are entitled to receive the remaining assets of the Company alter payments to secured and unsecured creditors, in proportion to their shareholding.

 

Change in Shareholding:

 

However, subsequent to the year end on April 01, 2012, Schrader Bridgeport International Inc, USA opted to exit the joint venture and sold their entire stake comprising 50% of the share capital to the Indian Promoter (Oriental Carbon and Chemicals Limited).


 

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

36.960

36.960

36.960

(b) Reserves & Surplus

313.956

270.663

66.032

(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)

350.916

307.623

102.992

 

 

 

 

(3) Non-Current Liabilities

 

 

 

(a) long-term borrowings

47.125

95.765

137.000

(b) Deferred tax liabilities (Net)

0.000

0.000

0.000

(c) Other long term liabilities

0.000

0.000

0.000

(d) long-term provisions

2.204

7.426

1.270

Total Non-current Liabilities (3)

49.329

103.191

138.270

 

 

 

 

(4) Current Liabilities

 

 

 

(a) Short term borrowings

108.514

137.934

118.557

(b) Trade payables

110.473

119.434

97.879

(c) Other current liabilities

56.807

77.515

226.092

(d) Short-term provisions

10.150

77.101

2.139

Total Current Liabilities (4)

285.944

411.984

444.667

 

 

 

 

TOTAL

686.189

822.798

685.929

 

 

 

 

II.      ASSETS

 

 

 

(1) Non-current assets

 

 

 

(a) Fixed Assets

 

 

 

(i) Tangible assets

299.448

313.082

324.600

(ii) Intangible Assets

0.945

1.706

2.672

(iii) Capital work-in-progress

1.321

0.462

0.137

(iv) Intangible assets under development

0.000

0.000

0.000

(b) Non-current Investments

1.456

1.720

1.718

(c) Deferred tax assets (net)

0.000

0.000

0.000

(d)  Long-term Loan and Advances

12.830

8.205

18.057

(e) Other Non-current assets

0.000

0.000

0.000

Total Non-Current Assets

316.000

325.175

347.184

 

 

 

 

(2) Current assets

 

 

 

(a) Current investments

0.000

0.000

0.000

(b) Inventories

137.601

108.953

162.798

(c) Trade receivables

170.425

127.704

104.645

(d) Cash and cash equivalents

9.981

10.008

21.878

(e) Short-term loans and advances

25.247

31.029

48.173

(f) Other current assets

26.935

219.929

1.251

Total Current Assets

370.189

497.623

338.745

 

 

 

 

TOTAL

686.189

822.798

685.929

 

 

PROFIT & LOSS ACCOUNT

 

 

PARTICULARS

31.03.2013

31.03.2012

 

31.03.2011

 

SALES

 

 

 

 

 

Revenue from operations (Net)

619.318

544.198

498.892

 

 

Other Income

11.629

5.578

6.053

 

 

TOTAL                                     (A)

630.947

549.776

504.945

 

 

 

 

 

Less

EXPENSES

 

 

 

 

 

Cost of materials consumed

430.892

379.083

308.316

 

 

Purchases of stock-in-trade

2.358

6.749

9.977

 

 

Changes in inventories of finished goods, work-in-progress and stock-in-trade

(21.892)

24.578

9.545

 

 

Employee benefits expense

102.752

92.626

102.457

 

 

Other expenses

116.145

98.365

94.954

 

 

Exceptional Items (Net)

(30.578)

(419.032)

134.750

 

 

TOTAL                                     (B)

599.677

182.369

659.999

 

 

 

 

 

Less

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

31.270

367.407

(155.054)

 

 

 

 

 

Less

FINANCIAL EXPENSES                         (D)

28.967

40.199

35.947

 

 

 

 

 

 

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

2.303

327.208

(191.001)

 

 

 

 

 

Less/ Add

DEPRECIATION/ AMORTISATION                     (F)

24.366

24.266

25.010

 

 

 

 

 

 

PROFIT/ (LOSS) BEFORE TAX (E-F)                  (G)

(22.063)

302.942

(216.011)

 

 

 

 

 

Less

TAX                                                                  (H)

(27.149)

98.317

(3.931)

 

 

 

 

 

 

PROFIT/ (LOSS) AFTER TAX (G-H)                   (I)

5.086

204.625

(212.080)

 

 

 

 

 

 

EARNINGS IN FOREIGN CURRENCY

21.670

6.002

10.371

 

 

 

 

 

 

IMPORTS

 

 

 

 

 

Raw Materials

48.977

27.913

34.785

 

 

Traded Goods

2.253

2.451

0.000

 

 

Stores & Spares

3.213

0.000

1.004

 

TOTAL IMPORTS

54.443

30.364

35.789

 

 

 

 

 

 

Earnings/ (Loss) Per Share (Rs.)

1.38

55.37

(57.38)

 

 

QUARTERLY RESULTS

 

PARTICULARS

 

 

30.06.2013

30.09.2013

Type

 

1st Quarter

2nd Quarter

Net Sales

 

171.600

173.300

Total Expenditure

 

168.400

173.300

PBIDT (Excl OI)

 

3.200

0.000

Other Income

 

0.300

2.700

Operating Profit

 

3.500

2.70

Interest

 

6.000

6.400

Exceptional Items

 

0.000

0.000

PBDT

 

(2.500)

(3.700)

Depreciation

 

6.300

6.100

Profit Before Tax

 

(8.700)

(9.800)

Tax

 

0.000

0.000

Provisions and contingencies

 

0.000

0.000

Profit After Tax

 

(8.700)

(9.800)

Extraordinary Items

 

0.000

0.000

Prior Period Expenses

 

0.000

0.000

Other Adjustments

 

0.000

0.000

Net Profit

 

(8.700)

(9.800)

 

 

KEY RATIOS

 

PARTICULARS

 

 

31.03.2013

31.03.2012

31.03.2011

PAT / Total Income

(%)

0.81
37.22

(42.00)

 

 

 
 

 

Net Profit Margin

(PBT/Sales)

(%)

(3.56)
55.67

(43.30)

 

 

 
 

 

Return on Total Assets

(PBT/Total Assets}

(%)

(3.23)
36.92

(31.58)

 

 

 
 

 

Return on Investment (ROI)

(PBT/Networth)

 

(0.06)
0.98

(2.10)

 

 

 
 

 

Debt Equity Ratio

(Total Debt/Networth)

 

0.44
0.76

2.48

 

 

 
 

 

Current Ratio

(Current Asset/Current Liability)

 

1.29
1.21

0.76

 

 

LOCAL AGENCY FURTHER INFORMATION

 

CURRENT MATURITIES OF LONG TERM DEBTS

 

Particulars

31.03.2013

(Rs. In Millions)

31.03.2012

(Rs. In Millions)

31.03.2011

(Rs. In Millions)

 

 

 

 

Current maturities of long term debts

23.136

42.000

30.000

 

 

 

 

 

Sr. No.

Check List by Info Agents

Available in Report (Yes / No)

1]

Year of Establishment

Yes

2]

Locality of the firm

Yes

3]

Constitutions of the firm

Yes

4]

Premises details

No

5]

Type of Business

Yes

6]

Line of Business

Yes

7]

Promoter's background

No

8]

No. of employees

Yes

9]

Name of person contacted

Yes

10]

Designation of contact person

Yes

11]

Turnover of firm for last three years

Yes

12]

Profitability for last three years

Yes

13]

Reasons for variation <> 20%

-----

14]

Estimation for coming financial year

No

15]

Capital in the business

Yes

16]

Details of sister concerns

Yes

17]

Major suppliers

No

18]

Major customers

No

19]

Payments terms

Yes

20]

Export / Import details (if applicable)

Yes

21]

Market information

-----

22]

Litigations that the firm / promoter involved in

-----

23]

Banking Details

Yes

24]

Banking facility details

Yes

25]

Conduct of the banking account

-----

26]

Buyer visit details

-----

27]

Financials, if provided

Yes

28]

Incorporation details, if applicable

Yes

29]

Last accounts filed at ROC

Yes

30]

Major Shareholders, if available

Yes

31]

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

No

32]

PAN of Proprietor/Partner/Director, if available

No

33]

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

No

34]

External Agency Rating, if available

Yes

 

 

INDEX OF CHARGES

 

S.NO.

CHARGE ID

DATE OF CHARGE CREATION/MODIFICATION

CHARGE AMOUNT SECURED

CHARGE HOLDER

ADDRESS

SERVICE REQUEST NUMBER (SRN)

1

90240679

22/07/2005 *

77,500,000.00

STATE BANK OF INDIA

COMMERCIAL BRANCH; JUSTICE G.N. VAIDYA MARG, MUMBAI - 400023, MAHARASHTRA, INDIA

-

2

90188804

24/05/2013 *

286,000,000.00

STATE BANK OF INDIA

NGN VAIDYA MARG, BANK STREET, HORNIMAN CIRCLE, MUMBAI - 400001, MAHARASHTRA, INDIA

B77391977

3

90188408

11/01/1995 *

10,000,000.00

BANK OF INDIA

70/80; MG ROAD, MUMBAI - 400023, MAHARASHTRA, INDIA

-

4

90188201

15/11/1985

1,000,000.00

THE BANK OF BARODA LIMITED

APOLLO STREET, MUMBAI - 400001, MAHARASHTRA, INDIA

-

5

90244108

31/08/1978

2,035,000.00

THE STATE INDUSTRIAL AND INVESTMENT CORP. OF MAHARAS
HTRA LIMITED

NIRMAL, BOMBAY - 400021, MAHARASHTRA, INDIA

-

6

90188008

06/10/1964

1,000,000.00

THE BANK OF BARODA LIMITED

INDIA EXCHANGE, KOLKATA, WEST BENGAL, INDIA

-

7

90188007

20/08/1964

2,000,000.00

THE BANK OF BARODA LIMITED

10/12; APOLLO STREET, FORT, MUMBAI -
400001, MAHARASHTRA, INDIA

-

 

* Date of charge modification

 

 

UNSECURED LOANS

 

PARTICULAR

31.03.2013

(Rs. in Millions)

31.03.2012

(Rs. in Millions)

LONG-TERM BORROWINGS

 

 

Loans from subsidiary Company

0.000

35.000

SHORT-TERM BORROWINGS

 

 

From other parties – Holding Company

20.000

17.000

Total

20.000

52.000

 

 

CORPORATE INFORMATION

 

Subject is a manufacturer of tyre tube valves and accessories and pneumatic products. The Company has its manufacturing unit situated in Ranjangaon (near Pune). The Company is a Public Limited Company and is listed on the Bombay Stock Exchange (BSE).

 

 

SCHEME OF AMALGAMATION

 

(a) A Scheme of Amalgamation of Associated Polymers Limited (APL) herein after (referred to as "Transferor company") and Schrader Duncan Limited (the Company or SDL) and their respective shareholders, under section 391 to 394 of the companies Act, 1956 ("the scheme") has been sanctioned by the Hon'ble Court of Judicature at Bombay (vide its order dated 18th April, 2013).

 

(b) The Scheme became effective on 17th May 2013 ("effective date") on filing of the certified copies of the Orders with the Registrar of companies. The Appointed date from which the Scheme is operative is 1st April 2012 (the "Appointed Date").

 

(c) APL was engaged in the business of processors of all kind of rubber whether natural and/or synthetic and/or reclaimed and/or PVC and/or Polyethylene and/or resins and/or celluloid and/or other substitutes thereof.

 

(d) Consequent to the Scheme becoming effective from the Appointed date, the entire business and undertaking of the transferor company including all assets, debts, liabilities, duties and obligations have, without further act, instrument or deed, but subject to the charges affecting the same as on the effective date, been transferred and vested in the company. On the scheme becoming effective, all Staff, workmen and employees of the transferor company in service on the effective date, are deemed to have become staff, workmen and employees of the company.

 

(e) During the period from the Appointed date to the effective date, the transferor company have been deemed to have carried out their respective business and activities for and on account of and in trust for the company. Accordingly, the revenue from operations and profit before tax of the transferor company for the year ended 31 March '2013 are included in the financial statements.

 

(f) In terms of the Scheme, the company has accounted for the amalgamation based on the 'Pooling of Interest' method as under:

 

(i) All the assets and liabilities recorded in the books of the transferor company have been recorded by the company at their respective book values; the amount of inter-company balances have been cancelled.

 

(ii) APL being a wholly owned subsidiary of the company, no fresh shares are required to be issued and the Investments of SDL in APL stands cancelled.

 

(iii) The surplus arising between the aggregate values of assets of the transferor company acquired, net of the ggregate of the liabilities of the transferor companies, has been recorded as capital reserve of the Company based on the Court Order.

 

 

OPERATIONS

 

The turnover of Automotive Business Unit has increased by 41 % from INR 233.00 Millionin the previous year to 329.27 million in the current year.

 

This growth has been driven by volume ramp-up of the plant and consistency in qualityand delivery of products, thereby resulting into approvals and increase in orders frommajor OEMs.

 

The turnover of Pneumatics Business Unit saw a decrease of 7% from INR 311.17Million in the previous year to 289.92 million in the year ended March 31,2012.

 

The Pneumatic Business Unit sustained competitive pressure and slow down in some coresectors in the second half of this financial year to maintain its share of business in itskey market segments. This was achieved thru improved delivery of standard and customizedproducts, by increase in productivity and value engineering initiatives.

 

 

MANAGEMENT DISCUSSION AND ANALYSIS

 

INDUSTRY STRUCTURE AND DEVELOPMENT

 

The Indian Tyre Industry struggled to continue its growth momentum in 2012-13, due tothe slowdown in the vehicle industry. The Indian automotive industry grew by 2.6% in2012-13. Production growth was 1.2% (source: SIAM data).

 

This slowdown in the automotive industry had an impact on the Tyre industry as well.With over capacity is a key challenge, the long term growth fundamentals of the tyreindustry remains strong and the industry is well placed to leverage the opportunities infuture. Investment in infrastructure continues to support demand for commercial vehiclesand other factors such as favourable demographics, rising disposable income, underpenetration of vehicles, strong demand from rural market and availability of financing atcompetitive rates drive long term demand for passenger vehicles and two wheelers. Indianand global tyre manufacturers are committed to India including increased radicalisation.This is bound to have a positive impact on the demand for tube and tubeless tyre valves.

 

The Indian Pneumatics Industry faced one of its most challenging years in 2012-13, dueto a significant slowdown in industrial demand and dearth of new projects and investmentsin sectors like Steel, Power and Infrastructure. The industry sustained itself bydiversifying in to new areas and applications, where automation needs are increasing.Sectors like power, cement, ferrous and non ferrous, mining and heavy engineering willcontinue to drive demand for Industrial Pneumatics.

 

 

OUTLOOK

 

Future growth of this company is linked to the automotive and Industrial segments.Growth prospects look bright with continuing investments in these sectors, largeinfrastructure spending and positive outlook.

 

 

UN-AUDITED FINANCIAL RESULTS FOR THE QUARTER/ HALF YEAR ENDED SEPTEMBER 30, 2013

 

(Rs. In Millions)

 

 

Particulars

Quarter Ended

Year to date

Un-Audited

Un-Audited

Un-Audited

30.09.2013

30.06.2013

30.09.2013

 

Income from Operations

 

 

 

 

(a) Net Sales/ Income from Operations (net of excise duty)

173.316

171.576

344.892

 

(b) Other Operating Income

--

--

--

 

Total Income from Operations (Net)

173.316

171.576

344.892

 

Expenditure

 

 

 

 

a) Cost of Raw Materials Consumed

123.947

101.078

225.025

 

b) Purchases of Stock-in-trade

0.484

0.980

1.464

 

c) (Increase)/ Decrease in stock in trade and work in progress

(5.774)

14.129

8.355

 

d) Employee Cost

25.768

26.468

52.236

 

e) Depreciation

6.108

6.257

12.365

 

f)  Other Expenditure

28.911

25.737

54.648

 

Total Expenditure

179.445

174.649

351.094

 

Profit/(Loss) from Operations before Other Income, Finance Costs, Tax & Exceptional Items

(6.128)

(3.073)

(9.201)

 

Other Income

2.672

0.292

2.964

 

Profit/(Loss) from ordinary activities before Finance Costs & Exceptional Items

(3.457)

(2.781)

(6.238)

 

Finance Costs

6.369

5.959

12.328

 

Profit/(Loss) from ordinary activities after Finance Costs but before Exceptional Items

(9.826)

(8.740)

(18.566)

 

Exceptional Items

 

 

 

 

- Voluntary Retirement Scheme Compensation and other related expenses

--

--

--

 

- Net profit on Sale of Land

--

--

--

 

Profit/(Loss) From Ordinary Activities Before Tax

(9.826)

(8.740)

(18.566)

 

Tax Expense:

 

 

 

 

a) Current

--

--

--

 

b) Deferred

--

--

--

 

c) Short/ (Excess) Provision for earlier years

--

--

--

 

Net Profit/(Loss) From Ordinary Activities After Tax

(9.826)

(8.740)

(18.566)

 

Extraordinary Item

--

---

--

 

Net Profit/(Loss) for the period

(9.826)

(8.740)

(18.566)

 

Paid-up Equity Share Capital

(Face value of Rs. 10 per share)

36.960

36.960

36.960

 

Reserves Excluding Revaluation Reserves

(as per Balance Sheet of previous accounting year)

--

--

--

 

Earnings Per Share (EPS)

 

 

 

 

a) Basic and Diluted EPS (not to be annualised) - before Extraordinary Items for the period.

(2.66)

(2.36)

(5.02)

 

b) Basic and Diluted EPS (not to be annualised) - after Extraordinary Items for the period.

(2.66)

(2.36)

(5.02)

 

A) Particulars of Shareholding

1) Public Share Holding

 

 

 

 

i) Number of Ordinary Equity Shares

942164

942164

942164

 

ii) Percentage of holding

25.50%

25.50%

25.50%

 

2) Share Holding of Promoter Group

 

 

 

 

a) Pledged / Encumbered

 

 

 

 

i) Number of Shares

465104

465104

465104

 

ii) Percentage of Shares

(as a % of the total Ordinary Equity shareholding of Promoter & promoter group)

16.89%

16.89%

16.89%

 

iii) Percentage of Shares

(as a % of the total Ordinary Equity Capital of Company)

12.58%

12.58%

12.58%

 

b) Non Encumbered

 

 

 

 

i) Number of Shares

2288732

2288732

2288732

 

ii) Percentage of Shares

(as a % of the total Ordinary Equity shareholding of Promoter & promoter group)

83.11%

83.11%

83.11%

 

iii) Percentage of Shares

(as a % of the total Ordinary Equity Capital of Company)

61.92%

61.92%

61.92%

 

 

 

Particulars

Quarter ended

September 30, 2013

 

Investor Complaints

 

 

Pending at the beginning of the Quarter

Nil

 

Received during the quarter

4

 

Disposed off during the Quarter

4

 

Remaining unresolved at the end of the quarter

Nil

 

 

SEGMENT-WISE REVENUE, RESULTS AND CAPITAL EMPLOYED AS PER CLAUSE 41 OF THE LISTING AGREEMENT

(Rs. In Millions)

Particulars

Quarter Ended

Year to date

Un-Audited

Un-Audited

Un-Audited

30.09.2013

30.06.2013

30.09.2013

 

Segment Revenue

(Net of Discount and excise Duty)

 

 

 

 

a)         Automotive tyre tube valves and accessories\

103.212

101.907

205.119

 

b) Pneumatic and Hydraulic equipment

70.104

69.669

139.773

 

Total

173.316

171.576

344.892

 

Less : Inter segment revenue

--

--

--

 

Net Sales /Income from Operations

173.316

171.576

344.892

 

Segment Results

[Profit/(Loss) before Tax and Interest from each segment]

 

 

 

 

a)         Automotive tyre tube valves and accessories

(4.818)

(6.457)

(11.275)

 

b)         Pneumatic and Hydraulic equipment

11.901

12.727

24.628

 

Total Segment Results

7.083

6.270

13.353

 

Less :--

 

 

 

 

i Interest (net)

6.369

5.959

12.328

 

II Other un-allocable expenditure net of un-allocable income.

10.540

9.051

19.591

 

Total Profit/(Loss) Before Tax

(9.826)

(8.740)

(18.566)

 

Capital Employed

(Segment Assets - Segment Liabilities)

 

 

 

 

a) Automotive tyre tube valves and accessories

297.868

289.990

297.868

 

b) Fluid Power and Automation

153.857

63.524

153.657

 

c) Unallocated

(119.375)

(11.338)

(119.375)

 

Total

332.350

342.176

332.350

 

 

STATEMENT OF ASSETS AND LIABILITIES AS AT 30TH SEPTEMBER, 2013

 

(Rs. In Millions)

Particular

30.09.2013

 

EQUITY AND LIABILITIES

 

Shareholders’ funds

 

(a) Share capital

36.960

(b) Reserves and surplus

295.390

Sub-total - Shareholders' funds

332.350

 

 

Non-current liabilities

 

(a) Long-term borrowings

35.338

(b) Long-term provisions

2.765

Sub-total - Non-current liabilities

38.103

 

 

Current liabilities

 

(a) Short-term borrowings

133.416

(b) Trade payables

66.058

(c) Other current liabilities

57.424

(d) Short-term provision

9.973

Sub-total - Current liabilities

266.871

TOTAL - EQUITY AND LIABILITIES

 

 

 

ASSETS

 

Non-current assets

 

(a) Fixed assets

 

i) Tangible assets

293.481

ii) Intangible assets

0.570

iii) Capital work-in-progress

0.731

(b) Non-current investments

1.456

(c) Long-term loans and advances

12.972

Sub-total - Non-current assets Current assets

309.210

Current assets

 

(a) Inventories

114.194

(b) Trade receivables

181.865

(c) Cash and cash equivalents

10.926

(d) Short-term loans and advances

20.791

(e) Other current assets

0.339

Sub-total - Current assets

328.115

TOTAL - ASSETS

637.324

 

NOTE

 

·         The above results were reviewed by the Audit Committee and approved by the Board of Directors at their respective meetings held on October 31,2013.

 

The above results for the quarter ended September 30, 2013 were subjected to a "Limited Review" by the Statutory Auditors of the Company.

 

Previous period's figures have been regrouped where necessary.

 

 

CONTINGENT LIABILITIES:

 

PARTICULARS

31.03.2013

(Rs. In Millions)

31.03.2012

(Rs. In Millions)

Claims against the company with respect to Income Tax Matters not acknowledged as debts. Appeals filed by the company with the relevant authorities of Income Tax Department are pending disposal.

1.279

6.875

Guarantees given by the bank of behalf of the company. These are financial and performance guarantee given to the customers, expiring on various future dates over the next 26 months.

3.227

3.843

Claims against the company with respect to sales tax matters not acknowledged as debts

1.604

3.323

Claims against the company with respect to excise and service tax matters not acknowledged as debts. Appeals filed by the company with CESTAT, West Zone Bench, and Additional Commissioner of Central Excise Mumbai, is pending disposal.

2.148

2.591

Total

8.258

16.632

 

 

FIXED ASSETS

 

Tangible Assets

·         Leasehold Land

·         Leasehold Building

·         Machinery, Workshops and Laboratory Equipment

·         Electrical Installations

·         Air-Conditioning Equipment

·         Furniture and Fixture

·         Office Equipment

·         Vehicle

·         Leasehold Improvement

 

Intangible Assets

·         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, 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 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.62.06

UK Pound

1

Rs.102.03

Euro

1

Rs.85.27

 

 

INFORMATION DETAILS

 

Information Gathered by :

PLK

 

 

Report Prepared by :

MRI

 


 

SCORE & RATING EXPLANATIONS

 

SCORE FACTORS

 

RANGE

POINTS

HISTORY

1~10

4

PAID-UP CAPITAL

1~10

3

OPERATING SCALE

1~10

3

FINANCIAL CONDITION

 

 

--BUSINESS SCALE

1~10

4

--PROFITABILIRY

1~10

3

--LIQUIDITY

1~10

4

--LEVERAGE

1~10

4

--RESERVES

1~10

3

--CREDIT LINES

1~10

3

--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

 

31

 

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

 

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

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

 


 

RATING EXPLANATIONS

 

RATING

STATUS

 

 

PROPOSED CREDIT LINE

>86

Aaa

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

 

Unlimited

71-85

Aa

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

 

Large

56-70

A

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

 

Fairly Large

41-55

Ba

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

 

Satisfactory

26-40

B

Capability to overcome financial difficulties seems comparatively below average.

 

Small

11-25

Ca

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

 

Limited with full security

<10

C

Absolute credit risk exists. Caution needed to be exercised

 

 

Credit not recommended

--

NB

                                       New Business

 

--

 

 

 

 

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

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