MIRA
INFORM REPORT
|
Report Date : |
16.02.2013 |
IDENTIFICATION DETAILS
|
Name : |
MAHINDRA AUTOMOBILE DISTRIBUTOR PRIVATE LIMITED (w.e.f. 28.09.2010) |
|
|
|
|
Formerly Known
As : |
MAHINDRA RENAULT PRIVATE LIMITED |
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Registered
Office : |
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Country : |
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Financials (as
on) : |
31.03.2012 |
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Date of
Incorporation : |
02.06.2005 |
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Com. Reg. No.: |
11-153702 |
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Capital
Investment / Paid-up Capital : |
Rs.10.000 Millions |
|
|
|
|
CIN No.: [Company Identification
No.] |
U34100MH2005PTC153702 |
|
|
|
|
TAN No.: [Tax Deduction &
Collection Account No.] |
MUMM27339E |
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|
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PAN No.: [Permanent Account No.] |
AAECM2999P |
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Legal Form : |
Private Limited Liability Company |
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Line of Business
: |
Manufacturer, Exporter and Importer of Automotive Vehicles. |
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|
No. of Employees
: |
200 (Approximately) |
RATING & COMMENTS
|
MIRA’s Rating : |
Ba (45) |
|
RATING |
STATUS |
PROPOSED CREDIT LINE |
|
|
41-55 |
Ba |
Overall operation is considered normal. Capable to meet normal
commitments. |
Satisfactory |
|
Maximum Credit Limit : |
USD 650000 |
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|
Status : |
Satisfactory |
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Payment Behaviour : |
Usually correct |
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Litigation : |
Clear |
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Comments : |
Subject was established as a Joint Venture Between, Renault s.a.s, France
and Mahindra and Mahindra Limited. After the demerger the Mahindra and Mahindra become the holding
company. Subject is having a satisfactory track record. The company have
performed well post demerges. Trade relations are reported to be fair. Business is active. Payments
are reported to be usually correct and as per commitment. The company can be considered for business dealings at usual trade
terms and condition. |
NOTES :
Any query related to this report can be made
on e-mail : infodept@mirainform.com
while quoting report number, name and date.
INDIAN ECONOMIC OVERVIEW
India is developing into an open-market economy, yet traces
of its past autarkic policies remain. Economic liberalization, including
industrial deregulation, privatization of state-owned enterprises, and reduced
controls on foreign trade and investment, began in the early 1990s and has
served to accelerate the country's growth, which has averaged more than 7% per
year since 1997. India's diverse economy encompasses traditional village
farming, modern agriculture, handicrafts, a wide range of modern industries,
and a multitude of services. Slightly more than half of the work force is in
agriculture, but services are the major source of economic growth, accounting
for more than half of India's output, with only one-third of its labor force.
India has capitalized on its large educated English-speaking population to
become a major exporter of information technology services and software
workers. In 2010, the Indian economy rebounded robustly from the global
financial crisis - in large part because of strong domestic demand - and growth
exceeded 8% year-on-year in real terms. However, India's economic growth in
2011 slowed because of persistently high inflation and interest rates and
little progress on economic reforms. High international crude prices have
exacerbated the government's fuel subsidy expenditures contributing to a higher
fiscal deficit, and a worsening current account deficit. Little economic reform
took place in 2011 largely due to corruption scandals that have slowed
legislative work. India's medium-term growth outlook is positive due to a young
population and corresponding low dependency ratio, healthy savings and
investment rates, and increasing integration into the global economy. India has
many long-term challenges that it has not yet fully addressed, including
widespread poverty, inadequate physical and social infrastructure, limited
non-agricultural employment opportunities, scarce access to quality basic and
higher education, and accommodating rural-to-urban migration.
|
Source
: CIA |
RBI DEFAULTERS’ LIST STATUS
Subject’s name is not enlisted as a defaulter
in the publicly available RBI Defaulters’ list.
EPF (Employee Provident Fund) DEFAULTERS’ LIST STATUS
Subject’s name is not enlisted as a defaulter
in the publicly available EPF (Employee Provident Fund) Defaulters’ list as of
31-03-2012.
INFORMATION DECLINED BY
Management Non Co-operative (91-22-28849588)
LOCATIONS
|
Registered Office : |
|
|
Tel. No.: |
91-22-28460612 / 24916683 |
|
Fax No.: |
91-22-28858519 / 24900833 |
|
E-Mail : |
saboo.anil@mahindrarenault.com |
|
Website : |
|
|
Area : |
7000 sq. ft. |
|
Location : |
Owned |
|
|
|
|
Head Office : |
Vakil’s House, 1st Floor, 18, |
|
|
|
|
Corporate Office1 : |
Ashok Nagar, Chakravorthy Asho, Kandivali (West), Mumbai – 400 101, |
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Tel. No.: |
91-22-28460612 / 67151700 |
|
Fax No.: |
91-22-28858519 |
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|
|
|
Corporate Office 2: |
Mahindra and Mahindra Limited - Automotive Sector Division, |
|
Tel. No.: |
91-22-67151700 / 28849588 |
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|
|
|
Factory : |
Nashik, |
|
Location : |
Owned |
DIRECTORS
As on 28.07.2012
|
Name : |
Mr. Ajay Mansukhlal Choksey |
|
Designation : |
Director |
|
Address : |
Kanyakumari Co-Operative Housing Society, C-21, 2nd
Floor, |
|
Date of Birth/Age : |
12.08.1952 |
|
Date of Appointment : |
06.08.2010 |
|
DIN No.: |
00204454 |
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|
|
|
Name : |
Mr. Ketan Chandrakant Doshi |
|
Designation : |
Director |
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Address : |
14-A, Kumkum Apartnments, Co-Operative Housing Society, |
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Date of Birth/Age : |
02.01.1969 |
|
Date of Appointment : |
06.08.2010 |
|
DIN No.: |
03083483 |
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|
|
|
Name : |
Mr. Pravin Nagindas Shah |
|
Designation : |
Director |
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Address : |
41/42, Sailesh, Polt No.94 A, Linking Road, TPS 2, Santacruz (West),
Mumbai – 400054, Maharashtra, India |
|
Date of Birth/Age : |
14.05.1954 |
|
Date of Appointment : |
25.01.2012 |
|
DIN No.: |
00056173 |
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|
|
|
Name : |
Mr. Sundaram Venkatraman |
|
Designation : |
Director |
|
Address : |
501, Vikas Classic, Building No. 4, Behind Basant Theatre,
Dr. C. Gidwani Marg, Chembur, Mumbai – 400 074, |
|
Date of Birth/Age : |
07.05.1952 |
|
Date of Appointment : |
31.08.2010 |
|
DIN No.: |
00077193 |
KEY EXECUTIVES
|
Name : |
Ms. Pallavi Prasanna Ogale |
|
Designation : |
Company Secretary |
|
Address : |
401, Kunj, Gogatewadi, Goregaon (East), Mumbai – 400 063, |
|
Date of Birth/Age : |
11.12.1971 |
|
Date of Appointment : |
01.11.2007 |
|
PAN No.: |
AAAPO1714B |
|
|
|
|
Name : |
Mr. Sandip Manohar Kulkarni |
|
Designation : |
Manager |
|
Address : |
701, C-1, Shubharambh Complex, |
|
Date of Birth/Age : |
04.04.1964 |
|
Date of Appointment : |
01.07.2011 |
|
PAN No.: |
ACDPK6346C |
MAJOR SHAREHOLDERS / SHAREHOLDING PATTERN
As on 28.07.2012
|
Names of Shareholders |
|
No. of Shares |
|
Mahindra and Mahindra Limited, |
|
740000 |
|
Mahindra Holdings Limited, |
|
210000 |
|
Infina Finance Private Limited, India |
|
50000 |
|
Total |
|
1000000 |
As on 28.07.2012
Equity Share Break up (Percentage of Total Equity)
|
Category |
Percentage |
|
Bodies corporate |
100.00 |
|
Total |
100.00 |
BUSINESS DETAILS
|
Line of Business : |
Manufacturer, Exporter and Importer of Automotive Vehicles. |
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Products : |
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GENERAL INFORMATION
|
No. of Employees : |
200 (Approximately) |
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Bankers : |
· The Hong Kong and Shanghai Banking Corporation Limited, Plot No.139-140B, Shiv Building, Sahar Road Junction, Opposite, W. E. Highway, Vile Parle (East), Mumbai - 400 057, Maharashtra, India · State Bank of India |
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Facilities : |
(Rs.
In Millions)
|
|
|
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Banking
Relations : |
-- |
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Auditors : |
|
|
Name : |
Deloitte Haskins and Sells Chartered Accountants |
|
Address : |
12, |
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Tel. No.: |
91-22-66679000 |
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Fax No.: |
91-22-66679100 |
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PAN.: |
AACFD4815A |
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|
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Holding Company : |
Mahindra and Mahindra Limited |
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Fellow Subsidiary
Company : |
· Bristlecone India Limited CIN NO.: U30007MH1991PLC064368 · Mahindra Intertrade Limited CIN No.: U51900MH1978PLC020222 · Mahindra Ugine Steel Company Limited CIN No.: L99999MH1962PLC012542 · Nbs International Limited CIN No.: U18101MH1995PLC095482 · Mahindra Logistics Limited CIN No.: U63000MH2007PLC173466 · Mahindra First Choice Wheels Limited CIN No.: U64200MH1994PLC083996 · Mahindra Reva Electric Vehicles Private Limited CIN No.: U34101KA1996PTC020195 · Mahindra Vehicle Manufacturers Limited CIN No.: U34100MH2007PLC171151 · Mahindra Conveyor Systems Private Limited CIN No.: U29268MH2010PTC198438 · Mahindra First Choice Services Limited CIN No.: U35999MH2008PLC180385 · Mahindra Navistar Automotives Limited CIN No.: U63040MH1994PLC079098 · Mahindra And Mahindra Financial Services Limited CIN No.: L65921MH1991PLC059642 · Mahindra Engineering Services Limited CIN No.: U72400MH1995PLC091404 · Mahindra and Mahindra Limited - Swaraj Division |
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|
|
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Joint Venture : |
Renault s.a.s. France (a venture in respect of which Mahindra Automobile Distributor Private Limited was a joint venturer upto 6th August, 2010) |
CAPITAL STRUCTURE
As on 31.03.2012
Authorised Capital :
|
No. of Shares |
Type |
Value |
Amount |
|
|
|
|
|
|
400000000 |
Equity Shares |
Rs.10/- each |
Rs.4000.000 Millions |
|
|
|
|
|
Issued, Subscribed & Paid-up Capital :
|
No. of Shares |
Type |
Value |
Amount |
|
|
|
|
|
|
1000000 |
Equity Shares |
Rs.10/- each |
Rs.10.000
Millions |
|
|
|
|
|
Disclosure of
shareholding more than five per cent in company
|
Name of shareholder |
Number of shares held in company |
Percentage of shareholding in company |
|
Mahindra and Mahindra Limited |
7,40,000 |
74.00% |
|
Mahindra Holdings Limited |
2,10,000 |
21.00% |
FINANCIAL DATA
[all figures are
in Rupees Millions]
ABRIDGED BALANCE
SHEET
|
SOURCES OF FUNDS |
31.03.2012 |
31.03.2011 |
31.03.2010 |
|
|
SHAREHOLDERS FUNDS |
|
|
|
|
|
10.000 |
3741.632 |
1992.632 |
||
|
2] Share
Application Money |
0.000 |
0.000 |
0.000 |
|
|
3] Reserves
& Surplus |
153.802 |
1023.081 |
1024.830 |
|
|
4] (Accumulated
Losses) |
0.000 |
(6829.909) |
(6621.466) |
|
|
NETWORTH |
163.802 |
(2065.196) |
(3604.004) |
|
|
LOAN FUNDS |
|
|
|
|
|
1] Secured Loans |
0.000 |
3094.707 |
3094.707 |
|
|
2] Unsecured Loans |
300.000 |
0.000 |
0.000 |
|
|
TOTAL BORROWING |
300.000 |
3094.707 |
3094.707 |
|
|
DEFERRED TAX LIABILITIES |
0.000 |
0.000 |
0.000 |
|
|
|
|
|
|
|
|
TOTAL |
463.802 |
1029.511 |
(509.297) |
|
|
|
|
|
|
|
|
APPLICATION OF FUNDS |
|
|
|
|
|
|
|
|
|
|
|
FIXED ASSETS [Net Block] |
0.000 |
320.928 |
293.325 |
|
|
Capital work-in-progress |
0.000 |
3.822 |
0.875 |
|
|
|
|
|
|
|
|
INVESTMENT |
0.000 |
192.600 |
0.000 |
|
|
DEFERREX TAX ASSETS |
0.000 |
0.000 |
0.000 |
|
|
|
|
|
|
|
|
CURRENT ASSETS, LOANS & ADVANCES |
|
|
|
|
|
|
Inventories |
113.711
|
860.004
|
725.927
|
|
|
Sundry Debtors |
53.343
|
189.382
|
103.335
|
|
|
Cash & Bank Balances |
570.705
|
818.004
|
569.750
|
|
|
Other Current Assets |
1.369
|
2.887
|
0.347
|
|
|
Loans & Advances |
4.649
|
313.929
|
326.455
|
|
Total
Current Assets |
743.777
|
2184.206
|
1725.814
|
|
|
Less : CURRENT
LIABILITIES & PROVISIONS |
|
|
|
|
|
|
Sundry Creditors |
154.579 |
1561.476 |
2362.496 |
|
|
Other Current Liabilities |
54.817
|
0.000
|
0.000
|
|
|
Provisions |
70.579
|
110.569
|
166.815
|
|
Total
Current Liabilities |
279.975
|
1672.045
|
2529.311
|
|
|
Net Current Assets |
463.802
|
512.161
|
(803.497)
|
|
|
|
|
|
|
|
|
MISCELLANEOUS EXPENSES |
0.000 |
0.000 |
0.000 |
|
|
|
|
|
|
|
|
TOTAL |
463.802 |
1029.511 |
(509.297) |
|
PROFIT & LOSS
ACCOUNT
|
|
PARTICULARS |
31.03.2012 |
31.03.2011 |
31.03.2010 |
|
|
|
SALES |
|
|
|
|
|
|
|
Income |
|
5188.129 |
2877.350 |
|
|
|
Other Income |
|
|
205.816 |
|
|
|
TOTAL (A) |
750.459 |
5188.129 |
3083.166 |
|
|
|
|
|
|
|
|
Less |
EXPENSES |
|
|
|
|
|
|
|
Raw Material and Finished Products |
|
|
2754.946 |
|
|
|
Excise Duty |
|
|
5.479 |
|
|
|
Personnel |
|
|
98.773 |
|
|
|
Other Expenses |
531.588 |
5033.409 |
572.463 |
|
|
|
Cost of Manufacturer Products Capitalization
|
|
|
(0.530) |
|
|
|
Exceptional Items |
|
|
63.530 |
|
|
|
TOTAL (B) |
531.588 |
5033.409 |
3494.661 |
|
|
|
|
|
|
|
|
Less |
PROFIT
/ (LOSS) BEFORE INTEREST, TAX, DEPRECIATION AND AMORTISATION (A-B) (C) |
218.871 |
154.720 |
(411.495) |
|
|
|
|
|
|
|
|
|
Less |
FINANCIAL
EXPENSES (D) |
9.364 |
342.626 |
381.241 |
|
|
|
|
|
|
|
|
|
|
PROFIT
/ (LOSS) BEFORE TAX, DEPRECIATION AND AMORTISATION (C-D) (E) |
209.507 |
(187.906) |
(792.736) |
|
|
|
|
|
|
|
|
|
Less/ Add |
DEPRECIATION/
AMORTISATION (F) |
0.000 |
20.537 |
22.568 |
|
|
|
|
|
|
|
|
|
|
PROFIT / (LOSS)
BEFORE TAX (E-F) (G) |
209.507 |
(208.443) |
(815.304) |
|
|
|
|
|
|
|
|
|
Less |
TAX (H) |
69.342 |
0.000 |
0.000 |
|
|
|
|
|
|
|
|
|
|
PROFIT / (LOSS) AFTER
TAX (G-H) (I) |
140.165 |
(208.443) |
(815.304) |
|
|
|
|
|
|
|
|
|
Add |
PREVIOUS
YEARS’ BALANCE BROUGHT FORWARD |
(6829.909) |
(6621.466) |
(5806.162) |
|
|
|
|
|
|
|
|
|
Less |
Transferred as per
Demerger Scheme |
6829.909 |
0.000 |
0.000 |
|
|
|
|
|
|
|
|
|
|
BALANCE / (LOSS)
CARRIED TO THE B/S |
140.165 |
(6829.909) |
(6621.466) |
|
|
|
|
|
|
|
|
|
|
EARNINGS IN
FOREIGN CURRENCY |
|
|
|
|
|
|
|
Export of goods calculated on FOB basis |
5.923 |
603.824 |
354.692 |
|
|
|
Other Income |
0.000 |
10.424 |
16.640 |
|
|
TOTAL EARNINGS |
5.923 |
614.248 |
371.332 |
|
|
|
|
|
|
|
|
|
|
IMPORTS |
|
|
|
|
|
|
|
Raw Materials |
0.000 |
0.000 |
935.181 |
|
|
|
Components |
0.000 |
2231.198 |
0.000 |
|
|
|
Stores & Spares |
225.173 |
164.922 |
0.000 |
|
|
TOTAL IMPORTS |
225.173 |
2396.120 |
935.181 |
|
|
|
|
|
|
|
|
|
|
Earnings /
(Loss) Per Share (Rs.) |
140.17 |
(0.67) |
(4.09) |
|
KEY RATIOS
|
PARTICULARS |
|
31.03.2012 |
31.03.2011 |
31.03.2010 |
|
PAT / Total Income |
(%) |
18.68
|
(4.02) |
(26.44) |
|
|
|
|
|
|
|
Net Profit Margin (PBT/Sales) |
(%) |
NA
|
NA |
(28.33) |
|
|
|
|
|
|
|
Return on Total Assets (PBT/Total Assets} |
(%) |
28.17
|
(8.32) |
(15.69) |
|
|
|
|
|
|
|
Return on Investment (ROI) (PBT/Networth) |
|
1.28
|
0.10 |
0.23 |
|
|
|
|
|
|
|
Debt Equity Ratio (Total Debt /Networth) |
|
1.83
|
(1.50) |
(0.86) |
|
|
|
|
|
|
|
Current Ratio (Current Asset/Current Liability) |
|
2.66
|
1.31 |
0.68 |
LOCAL AGENCY FURTHER INFORMATION
DETAILS OF SUNDRY
CREDITORS
|
Particulars |
As
on 31.03.2012 Rs.
in millions |
As
on 31.03.2011 Rs.
in millions |
As
on 31.03.2010 Rs.
in millions |
|
Creditors due small micro enterprises |
|
1.714 |
0.326 |
|
Creditors due others |
|
1559.762 |
2362.170 |
|
Total |
154.579 |
1561.476 |
2362.496 |
|
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 |
Yes |
|
9] |
Name of person contacted |
No |
|
10] |
Designation of contact person |
No |
|
11] |
Turnover of firm for last three years |
Yes |
|
12] |
Profitability for last three years |
Yes |
|
13] |
Reasons for variation <> 20% |
---------------------- |
|
14] |
Estimation for coming financial year |
No |
|
15] |
Capital in the business |
Yes |
|
16] |
Details of sister concerns |
Yes |
|
17] |
Major suppliers |
No |
|
18] |
Major customers |
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 |
No |
FINANCIAL RESULTS
Pursuant to the Scheme of Arrangement for Demerger, the accumulated losses of Rs. 6829.909 Millions as on appointed date of 1st April, 2011 has been set-off against reduction in Share Capital of Rs. 3731.632 Millions and the Securities Premium account of Rs.1023.081 Millions. Balance Loss of Rs. 2075.193 Millions has been set- off against the assets and liabilities of Automotive Business being transferred to Mahindra and Mahindra Limited.
DEMERGER OF
AUTOMOTIVE BUSINESS OF THE COMPANY
The Company was a Joint Venture between Renault s.a.s., France (“Renault”) and Mahindra and Mahindra Limited (“M and M”). After the divestment of Renault from the Joint Venture, M and M has got full control over the activities of the Company.
Due to the divestment of Renault, a Scheme of Arrangement between the Company and M and M and their respective Shareholders and Creditors under sections 391 to 394 read with sections 78 and 100 to 104 of the Companies Act, 1956 (“Scheme”) to demerge the Automotive Business of the Company into M and M was entered into. The Scheme was approved by the Hon’ble High Court of Judicature at Bombay on 30th March, 2012 and the same became effective from 23rd April, 2012 by filing the certified copy of the Order with the Registrar of Companies, Maharashtra, Mumbai. The appointed date of the Scheme was 1st April, 2011.
The demerger of the Automotive Business would enable the Company to streamline its operations by being focused on the Spares Business so as to enhance its profitability and to rationalise its management, businesses and finances. It was also intended to provide M and M more flexibility in the manufacturing and supply chain. MandM is already dealing in all segments of automobile industry e.g. passenger vehicles, commercial vehicles, light commercial vehicles and three-wheelers. ‘Verito’ brand of vehicles which replaced the earlier ‘Logan’ brand, is considered to be a perfect fit in the entire product portfolio of M and M.
In view of the above, the accounts of the Company for the year ended 31st March, 2012 reflect the performance of only the spares business of the Company. Hence, the figures for the previous year and current year are not comparable.
PERFORMANCE REVIEW
During the Financial Year ended 31st March, 2012, total spare parts income increased to Rs.750.500 Millions from Rs. 572.900 Millions in Financial Year ended 31st March, 2011, reflecting an increase of 31%.
The Company is amongst industry best, which has achieved first fill rates (FFR) for commercial as well as vehicle off road (VOR) orders by executing delivery orders timely, leading to reduction in retention of vehicles at authorized dealer workshop
NATURE OF OPERATIONS
Subject is in the business of trading in Spare Parts. It deals in imported and local parts required for Verito (earlier Logan) brand of cars manufactured and sold by its parent Company Mahindra and Mahindra Limited. The Company undertakes procurement, warehousing management, logistics and sale of imported and local spare parts. It has a network of dealers spread across India to ensure timely availability of spare parts to Verito customers. The Company also exports, in small quantities, spare parts to Renault s.a.s. France. It mainly follows a cash and carry business model.
The company had Automotive Business vertical consisting of manufacture and sale of Verito brand cars and related activities. As per the scheme of arrangement approved by the Honorable High Court of Judicature at Bombay, the Automotive Business has been demerged into Mahindra and Mahindra Limited
UNSECURED LOAN
Rs. In Millions
|
Particular |
As
on 31.03.2012 |
As
on 31.03.2011 |
|
Short-term
borrowings |
|
|
|
Intercorporate borrowings |
300.000 |
0.000 |
|
Total |
300.000 |
0.000 |
|
To be repaid after 5 years of disbursement. Secured by a first ranking pari-passu charge on the fixed assets (movable and immovable) owned by the Company, movable assets (tangible and intangible) including movable machinery, machinery spares, tools and accessories, both present and future. |
||
FIXED ASSETS
· Technical Assistance
· Development Expenditure
· Software Expenditure
· Plant and Machinery
· Furniture and Fitting
· Vehicles
AS PER WEBSITE
PRESS RELEASE
Mahindra and Mahindra
Limited-Scheme of Arrangement Between Mahindra Automobile Distributor Private
Limited, A Wholly Owned Subsidiary And Its Shareholders And Creditors And The
Company
Monday, 30 May 2011
Mahindra and Mahindra Limited announced that the Board of Directors at its meeting held on May 30, 2011, have approved a Scheme of Arrangement between Mahindra Automobile Distributor Private Limited, a wholly owned subsidiary (MADPL) and its Shareholders and Creditors and Mahindra and Mahindra Limited which inter alia envisages demerger of the Automotive Business along with related assets and liabilities of MADPL into the Company and other consequential matters under the provisions of Sections 391 to 394 of the Companies Act, 1956. The Company and Mahindra Holdings Limited (MHL), a wholly owned subsidiary of the Company, currently hold 100% of the paid up equity capital of MADPL. The salient features of the proposed scheme are as under: MADPL's Automotive Business comprising of assembling and selling Automotive Vehicles would be demerged into the Company and existing Spares Business comprising of trading in spare parts and accessories would be carried on by MADPL. The appointed sate of the scheme would be April 1, 2011. All assets and liabilities to be transferred to and recorded by the Company at book value. MADPL also proposes to reorganise its share capital and share premium account by setting off portion of the accumulated losses incurred by MADPL. The Company along with MHL holds the entire equity share capital of the Demerged Company, accordingly there would be no issue of shares by the Company to the shareholders of the demerged company pursuant to demerger.
MAH AND MAH - UPDATES
ON SCHEME OF ARRANGEMENT
Published, Monday. April 23, 2012 23:33 [IST]
With reference to the earlier announcement dated March 30, 2012 regarding the Hon'ble High Court of Judicature at Bombay on March 30, 2012 had approved the arrangement, embodied in the Scheme of Arrangement between Mahindra Automobile Distributor Private Limited (“Demerged Company”/”MADPL”) and Mahindra and Mahindra Limited (“Resulting Company”/ “M and M”) and their respective Shareholders and Creditors (“the Scheme”), Mahindra and Mahindra Limited has now informed BSE that the Certified Copy of this Order sanctioning the Scheme from April 01, 2011 being the Appointed Date has been filed electronically with the Registrar of Companies, Maharashtra, Mumbai on April 23, 2012.
Thus, the Scheme has become effective from April 23, 2012, being the last of
the dates, on which the said certified or authenticated copy of the Order
sanctioning the Scheme passed by the aforesaid Hon’ble High Court of Judicature
at Bombay has been filed with the Registrar of Companies, Maharashtra, Mumbai.
Accordingly, the demerger of the Automotive Business alongwith related assets
and liabilities of MADPL into the Resulting Company and other consequential
matters under the provisions of Sections 391 to 394 read with Sections 78, 100
to 104 of the Companies Act, 1956 stands completed.
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.53.99 |
|
|
1 |
Rs.83.72 |
|
Euro |
1 |
Rs.72.09 |
INFORMATION DETAILS
|
Information
Gathered by : |
PDT |
|
|
|
|
Report Prepared
by : |
NTH |
SCORE & RATING EXPLANATIONS
|
SCORE FACTORS |
RANGE |
POINTS |
|
HISTORY |
1~10 |
5 |
|
PAID-UP CAPITAL |
1~10 |
5 |
|
OPERATING SCALE |
1~10 |
5 |
|
FINANCIAL CONDITION |
|
|
|
--BUSINESS SCALE |
1~10 |
5 |
|
--PROFITABILIRY |
1~10 |
5 |
|
--LIQUIDITY |
1~10 |
5 |
|
--LEVERAGE |
1~10 |
5 |
|
--RESERVES |
1~10 |
5 |
|
--CREDIT LINES |
1~10 |
5 |
|
--MARGINS |
-5~5 |
-- |
|
DEMERIT POINTS |
|
|
|
--BANK CHARGES |
YES/NO |
YES |
|
--LITIGATION |
YES/NO |
NO |
|
--OTHER ADVERSE INFORMATION |
YES/NO |
NO |
|
MERIT POINTS |
|
|
|
--SOLE DISTRIBUTORSHIP |
YES/NO |
NO |
|
--EXPORT ACTIVITIES |
YES/NO |
NO |
|
--AFFILIATION |
YES/NO |
YES |
|
--LISTED |
YES/NO |
NO |
|
--OTHER MERIT FACTORS |
YES/NO |
YES |
|
TOTAL |
|
45 |
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.