MIRA INFORM REPORT
|
Report Date : |
22.03.2013 |
IDENTIFICATION DETAILS
|
Name : |
FORBES AND COMPANY LIMITED (w.e.f. 02.11.2007) |
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Formerly Known
As : |
FORBES GOKAK 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 : |
18.11.1919 |
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Com. Reg. No.: |
11-000628 |
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Capital
Investment / Paid-up Capital : |
Rs.128.986
millions |
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CIN No.: [Company Identification
No.] |
L17110MH1919PLC000628 |
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TAN No.: [Tax Deduction &
Collection Account No.] |
MUMF01185C |
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Legal Form : |
Public Limited Liability Company. The Company’s Shares are Listed on the Stock Exchanges. |
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Line of Business
: |
Subject is
mainly engaged in the Engineering, Real Estate and Shipping and Logistics
Business. |
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No. of Employees
: |
Not Available |
RATING & COMMENTS
|
MIRA’s Rating : |
A (62) |
|
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 |
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Maximum Credit Limit : |
USD 5476000 |
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Status : |
Good |
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Payment Behaviour : |
Regular |
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Litigation : |
Exist |
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Comments : |
Subject is a well established and a reputed company having fine track
record. Financial position of the company appears to be sound. Trade relations
are reported as fair. Business is active. Payments are reported to be regular
and as per commitments. The company can be considered normal for business dealings at usual
trade terms and conditions. |
NOTES :
Any query related to this report can be made
on e-mail : infodept@mirainform.com
while quoting report number, name and date.
ECGC Country Risk Classification List – June 30, 2012
|
Country Name |
Previous Rating (31.03.2012) |
Current Rating (30.06.2012) |
|
|
A1 |
A1 |
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Risk Category |
ECGC
Classification |
|
Insignificant |
A1 |
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Low |
A2 |
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Moderate |
B1 |
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High |
B2 |
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Very High |
C1 |
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Restricted |
C2 |
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Off-credit |
D |
INDIAN ECONOMIC OVERVIEW
|
Source
: CIA |
EXTERNAL AGENCY RATING
|
Rating Agency Name |
CRISIL |
|
Rating |
Long Term Rating (AA-) |
|
Rating Explanation |
High degree of safety it carry very low credit risk. |
|
Date |
August 29, 2012 |
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Rating Agency Name |
CRISIL |
|
Rating |
Short Term Rating: A1+ |
|
Rating Explanation |
Very strong degree of safety it carry lowest credit risk. |
|
Date |
August 29, 2012 |
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.
LOCATIONS
|
Registered
Office/ Corporate Office : |
|
|
Tel. No.: |
91-22-22008081-8100/ 22002273/ 22002274/ 22002275/ 40749191 |
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Fax No.: |
91-22-22007378/ 22007933/ 22094895/ 22005281/ 40749101-03 |
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E-Mail : |
wed.bom1@forbesgokak.sprintrpg.ems.vsnl.net.in
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Website : |
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Factory 1 : |
A-7, M.I.D.C. Area, Chikalthana,
Aurangabad – 431 210, Maharashtra, India |
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Factory 2 : |
Plot B-13, Waluj Industrial Area, Aurangabad – 431 133, Maharashtra,
India |
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Factory 3 : |
Chandivali Estate, Saki Powai Road, Mumbai
– 400 072, Maharashtra, India |
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Tel. No.: |
91-22-28521861-62 |
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Fax No.: |
91-22-28521799 |
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Factory 4 : |
Plot No. C-17/18, Road No.16, Wagle Industrial Estate, Thane – 400
604, Maharashtra, India |
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CONTAINER FREIGHT
STATIONS : |
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Nhava Sheva : |
Veshvi, Post - Dighode, Taluka – Uran, District Raigad – 410 206,
Maharashtra, India |
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Mundra : |
Bharat CFS Zone 1, Old Port Road, MP and SEZ,
Mundra – 370 421, Gujarat, India |
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Regional Office : |
Located at: ·
Mumbai ·
Chennai ·
Delhi ·
Kolkata |
DIRECTORS
As on 31.03.2012
|
Name : |
Mr. Shapoor P. Mistry |
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Designation : |
Chairman |
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Name : |
Mr. Ashok Bharat |
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Designation : |
Managing Director |
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Name : |
Mr. D.B. Engineer |
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Designation : |
Director |
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Name : |
Mr. N.D. Khurody |
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Designation : |
Director |
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Date of
Birth/Age : |
26.10.1936 |
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Qualification : |
M.A.(Economics) |
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Date of
Appointment : |
17.03.2004 |
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Name : |
Mr. R.N. Jha |
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Designation : |
Director |
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Date of
Birth/Age : |
02.07.1939 |
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Qualification : |
B.A.(Hons) |
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Date of
Appointment : |
27.03.1998 |
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Name : |
Mr. S.L. Goklaney |
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Designation : |
Director |
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Name : |
Mr. T.R. Doongaji |
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Designation : |
Director |
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Name : |
Kaiwan D. Kalyaniwalla |
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Designation : |
Director |
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Name : |
D. Sivanandhan |
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Designation : |
Director (From 14.03.2012) |
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Name : |
Jimmy J. Parakh |
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Designation : |
Director (From 29.03.2012) |
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Name : |
Jai L. Mavani |
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Designation : |
Director (From 22.05.2012) |
KEY EXECUTIVES
|
Name : |
A.T. Shah |
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Designation : |
Company Secretary |
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MANAGEMENT: |
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Name : |
Mr. Ashok Barat |
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Designation : |
Managing Director |
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Name : |
Mr. Amit Mittal |
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Designation : |
Director (Finance) |
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Name : |
C.A. Karnik |
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Designation : |
Director (Human Resources) |
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Name : |
Mr. Dilip Sangle |
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Designation : |
Director (Engineering) |
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Name : |
A. Nagendra |
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Designation : |
Chief Operating Officer – Shipping and
Logistics |
MAJOR SHAREHOLDERS / SHAREHOLDING PATTERN
As on 31.12.2012
|
Category of Shareholders |
No. of Shares |
Percentage of Holding |
|
(A) Shareholding of Promoter and Promoter Group |
|
|
|
|
|
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|
9461691 |
73.35 |
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|
9461691 |
73.35 |
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Total shareholding of Promoter and Promoter Group (A) |
9461691 |
73.35 |
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(B) Public Shareholding |
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|
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|
|
423 |
0.00 |
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|
19815 |
0.15 |
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|
110343 |
0.86 |
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|
500 |
0.00 |
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|
1148305 |
8.90 |
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|
1279386 |
9.92 |
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|
581705 |
4.51 |
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|
1356972 |
10.52 |
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|
169547 |
1.31 |
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|
49315 |
0.38 |
|
|
700 |
0.01 |
|
|
385 |
0.00 |
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|
48230 |
0.37 |
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|
2157539 |
16.73 |
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Total Public shareholding (B) |
3436925 |
26.65 |
|
Total (A)+(B) |
12898616 |
100.00 |
|
(C) Shares held by Custodians and against which Depository Receipts
have been issued |
0 |
0.00 |
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|
0 |
0.00 |
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|
0 |
0.00 |
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|
0 |
0.00 |
|
Total (A)+(B)+(C) |
12898616 |
0.00 |
BUSINESS DETAILS
|
Line of Business : |
Subject is
mainly engaged in the Engineering, Real Estate and Shipping and Logistics
Business. |
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Products/ Services : |
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GENERAL INFORMATION
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No. of Employees : |
Not Available |
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Bankers : |
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Facilities : |
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Banking
Relations : |
-- |
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Auditors : |
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Name : |
Deloitte Haskins and Sells Chartered Accountants |
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Address : |
Tower 3, 27th - 32nd Floor, Indiabulls Finance
Centre, Elphinstone Mill Compound, Senapati Bapat Marg, Elphinstone (West),
Mumbai – 400 013, Maharashtra, India |
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Tel. No.: |
91-22-618540000 |
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Fax No.: |
91-22-61854101 |
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Solicitors and Advocates : |
Crawford Bayley and Company |
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Holding Company / Ultimate Holding Company |
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Subsidiary Companies |
Eureka Forbes Limited and its subsidiaries ·
Aquamall Water Solutions Limited ·
Aquadiagnostics Water Research and Technology
Centre Limited (Subsidiary of Aquamall Water Solutions Limited) ·
Euro Forbes Financial Services Limited (w.e.f. 2nd
April, 2011) ·
Euro Forbes International Pte. Limited ·
Euro Forbes Limited Dubai (w.e.f. 10th June,
2011) ·
E4 Development and Coaching Limited ·
EFL Mauritius Limited (w.e.f. 2nd December, 2010) ·
Forbes Aquamall Limited (w.e.f. 9th
August, 2011 amalgamated with Aquamall Water Solutions Limited) ·
Forbes Lux FZCO ( w.e.f. 26th June,
2011 subsidiary of Euro Forbes Limited) ·
Forbes Facility Services Private Limited ·
Forbes Enviro Solutions Limited ·
Radiant Energy Systems Private Limited ·
Waterwings Equipments Private Limited Forbes Campbell Finance Limited and its
subsidiaries ·
Forbes Bumi Armada Limited ·
Forbes Campbell Services Limited ·
Forbes Edumetry Limited ·
Forbes Smart Data Limited (Wound up on 30th
March, 2011) ·
Forbes Technosys Limited ·
Forbes Bumi Armada Offshore Limited (w.e.f. 29th
October, 2010) ·
Forbes Container Lines Pte. Limited ·
Volkart Fleming Shipping and Services Limited |
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Fellow Subsidiaries (where there are transactions): |
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Associate Companies (where there are transactions): |
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Joint Ventures
(where there are transactions) : |
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CAPITAL STRUCTURE
As on 31.03.2012
Authorised Capital :
|
No. of Shares |
Type |
Value |
Amount |
|
15000000 |
Equity Shares |
Rs.10/- each |
Rs.150.000 millions |
|
|
|
|
|
Issued, Subscribed & Paid-up Capital :
|
No. of Shares |
Type |
Value |
Amount |
|
12898616 |
Equity Shares |
Rs.10/- each |
Rs.128.986
millions |
|
|
|
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|
Rights,
preferences and restrictions attached to equity shares
The Company has only
one class of shares referred to as equity shares having a par value of Rs.10
per share. Each holder of equity shares is entitled to one vote per share. The
Company declares and pays dividends in Indian rupees. The dividend, if any,
proposed by the Board of Directors is subject to the approval of the
shareholders in the ensuing Annual General Meeting, except in case of interim
dividend. In the event of liquidation of the Company, the holders of equity
shares will be entitled to receive remaining assets of the Company, after
distribution of all preferential amounts. The distribution will be in
proportion to the number of equity shares held by the shareholders.
Equity shares held
by holding company and subsidiary company
9295293 equity shares
are held by the holding company, Shapoorji Pallonji and Company Limited; and
166398 equity shares are held by a subsidiary of the Company, Forbes Campbell
Finance Limited.
Details of equity shares held by each shareholder holding more than 5
percent equity shares in the Company are as follows:
|
Name of
Shareholder |
As at 31st March, 2012 |
|
|
Number of equity shares held |
% holding |
|
|
Shapoorji Pallonji and Company Limited |
9295293 |
72.06 |
|
India Discovery Fund Limited |
1148255 |
8.90 |
Nil equity shares
have been allotted as fully paid without payment being received in cash, during
the period of five years immediately preceding the date as at which the Balance
Sheet is prepared, to the shareholders of erstwhile FAL Industries Limited on amalgamation
with the Company.
FINANCIAL DATA
[all figures are
in Rupees Millions]
ABRIDGED BALANCE
SHEET
|
SOURCES OF FUNDS |
31.03.2012 |
31.03.2011 |
31.03.2010 |
|
|
SHAREHOLDERS FUNDS |
|
|
|
|
|
1] Share Capital |
128.986 |
128.986 |
128.986 |
|
|
2] Share Application Money |
0.000 |
0.000 |
0.000 |
|
|
3] Reserves & Surplus |
1239.999 |
1207.719 |
1201.935 |
|
|
4] (Accumulated Losses) |
0.000 |
0.000 |
0.000 |
|
|
NETWORTH |
1368.985 |
1336.705 |
1330.921 |
|
|
LOAN FUNDS |
|
|
|
|
|
1] Secured Loans |
1079.465 |
689.921 |
719.803 |
|
|
2] Unsecured Loans |
150.000 |
150.000 |
227.123 |
|
|
TOTAL BORROWING |
1229.465 |
839.921 |
946.926 |
|
|
DEFERRED TAX LIABILITIES |
0.000 |
0.000 |
0.000 |
|
|
|
|
|
|
|
|
TOTAL |
2598.450 |
2176.626 |
2277.847 |
|
|
|
|
|
|
|
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APPLICATION OF FUNDS |
|
|
|
|
|
|
|
|
|
|
|
FIXED ASSETS [Net Block] |
1118.325 |
1194.422 |
1297.754 |
|
|
Capital work-in-progress |
57.414 |
5.014 |
4.947 |
|
|
|
|
|
|
|
|
INVESTMENT |
1463.985 |
1392.299 |
1333.097 |
|
|
DEFERRED TAX ASSETS |
0.000 |
0.000 |
0.000 |
|
|
|
|
|
|
|
|
CURRENT ASSETS, LOANS & ADVANCES |
|
|
|
|
|
|
Inventories |
185.325
|
188.953 |
200.274
|
|
|
Sundry Debtors |
380.828
|
320.134 |
271.058
|
|
|
Cash & Bank Balances |
114.906
|
156.860 |
122.059
|
|
|
Other Current Assets |
5.839
|
34.719 |
0.034
|
|
|
Loans & Advances |
557.102
|
332.656 |
337.581
|
|
Total
Current Assets |
1244.000
|
1033.322 |
931.006 |
|
|
Less : CURRENT
LIABILITIES & PROVISIONS |
|
|
|
|
|
|
Sundry Creditors |
348.258
|
306.224 |
479.987
|
|
|
Other Current Liabilities |
763.812
|
992.252 |
642.780
|
|
|
Provisions |
173.204
|
149.955 |
166.190
|
|
Total
Current Liabilities |
1285.274
|
1448.431 |
1288.957 |
|
|
Net Current Assets |
(41.274)
|
(415.109) |
(357.951)
|
|
|
|
|
|
|
|
|
MISCELLANEOUS EXPENSES |
0.000 |
0.000 |
0.000 |
|
|
|
|
|
|
|
|
TOTAL |
2598.450 |
2176.626 |
2277.847 |
|
PROFIT & LOSS
ACCOUNT
|
|
PARTICULARS |
31.03.2012 |
31.03.2011 |
31.03.2010 |
|
|
|
SALES |
|
|
|
|
|
|
|
Revenue from operations (net) |
2841.026 |
2336.590 |
1711.869 |
|
|
|
Other Income |
28.417 |
179.876 |
487.265 |
|
|
|
TOTAL (A) |
2869.443 |
2516.466 |
2199.134 |
|
|
|
|
|
|
|
|
Less |
EXPENSES |
|
|
|
|
|
|
|
Cost of materials consumed |
535.535 |
375.059 |
|
|
|
|
Purchases of stock-in-trade |
58.606 |
84.540 |
|
|
|
|
Changes in
inventories of finished goods, work-in-progress and stock-in-trade |
14.950 |
3.982 |
|
|
|
|
Employee benefits expense |
404.979 |
365.258 |
|
|
|
|
Other expenses |
1572.271 |
1503.516 |
|
|
|
|
Exceptional items |
(15.298) |
(48.942) |
|
|
|
|
TOTAL (B) |
2571.043 |
2283.413 |
1993.875 |
|
|
|
|
|
|
|
|
Less |
PROFIT/
(LOSS) BEFORE INTEREST, TAX, DEPRECIATION AND AMORTISATION (A-B) (C) |
298.400 |
233.053 |
205.259 |
|
|
|
|
|
|
|
|
|
Less |
FINANCIAL
EXPENSES (D) |
129.979 |
121.892 |
142.046 |
|
|
|
|
|
|
|
|
|
|
PROFIT/
(LOSS) BEFORE TAX, DEPRECIATION AND AMORTISATION (C-D) (E) |
168.421 |
111.161 |
63.213 |
|
|
|
|
|
|
|
|
|
Less/ Add |
DEPRECIATION/
AMORTISATION (F) |
121.150 |
136.208 |
165.431 |
|
|
|
|
|
|
|
|
|
|
PROFIT/ (LOSS)
BEFORE TAX (E-F) (G) |
47.271 |
(25.047) |
(102.218) |
|
|
|
|
|
|
|
|
|
Less |
TAX (H) |
0.000 |
(30.831) |
20.400 |
|
|
|
|
|
|
|
|
|
|
PROFIT/ (LOSS)
AFTER TAX (G-H) (I) |
47.271 |
5.784 |
(122.618) |
|
|
|
|
|
|
|
|
|
Add |
PREVIOUS YEARS’ BALANCE
BROUGHT FORWARD |
(433.677) |
(439.461) |
(316.843) |
|
|
|
|
|
|
|
|
|
|
BALANCE CARRIED
TO THE B/S |
(386.406) |
(433.677) |
(439.461) |
|
|
|
|
|
|
|
|
|
|
EARNINGS IN
FOREIGN CURRENCY |
|
|
|
|
|
|
|
Export of goods calculated
on F.O.B. basis |
148.183 |
132.091 |
107.062 |
|
|
|
Charter Hire
Income |
54.928 |
189.614 |
45.517 |
|
|
|
Commission and other services |
4.649 |
4.665 |
11.843 |
|
|
|
Freight and insurance recoveries |
2.128 |
2.205 |
1.730 |
|
|
TOTAL EARNINGS |
209.888 |
328.575 |
166.152 |
|
|
|
|
|
|
|
|
|
|
IMPORTS |
|
|
|
|
|
|
|
Raw Materials |
150.664 |
91.888 |
38.684 |
|
|
|
Components |
53.387 |
27.165 |
46.191 |
|
|
|
Stores, Spares & Tools |
13.179 |
13.878 |
5.343 |
|
|
|
Capital Goods |
29.866 |
27.638 |
0.000 |
|
|
|
Purchases for resale |
39.564 |
60.761 |
81.637 |
|
|
TOTAL IMPORTS |
286.660 |
221.330 |
171.855 |
|
|
|
|
|
|
|
|
|
|
Earnings/ (Loss)
Per Share (Rs.) |
3.66 |
0.45 |
(9.51) |
|
QUARTERLY RESULTS
|
PARTICULARS |
30.06.2012 (1st
Quarter) |
30.09.2012 (2nd
Quarter) |
31.12.2012 (3rd
Quarter) |
|
Net Sales |
639.200 |
595.300 |
831.700 |
|
Total Expenditure |
573.600 |
628.500 |
765.100 |
|
PBIDT (Excl OI) |
65.600 |
(33.200) |
66.600 |
|
Other Income |
7.400 |
31.800 |
31.600 |
|
Operating Profit |
73.000 |
(1.400) |
98.200 |
|
Interest |
27.100 |
26.100 |
40.300 |
|
Exceptional Items |
605.000 |
(1.900) |
(150.500) |
|
PBDT |
650.900 |
(29.400) |
(92.600) |
|
Depreciation |
28.700 |
34.900 |
31.000 |
|
Profit Before Tax |
622.200 |
(64.300) |
(123.600) |
|
Tax |
96.000 |
(16.000) |
(33.400) |
|
Provisions and contingencies |
0.000 |
0.000 |
0.000 |
|
Profit After Tax |
526.200 |
(48.300) |
(90.200) |
|
Extraordinary Items |
0.000 |
0.000 |
0.000 |
|
Prior Period Expenses |
0.000 |
0.000 |
0.000 |
|
Other Adjustments |
0.000 |
0.000 |
0.000 |
|
Net Profit |
526.200 |
(48.300) |
(90.200) |
KEY RATIOS
|
PARTICULARS |
|
31.03.2012 |
31.03.2011 |
31.03.2010 |
|
PAT / Total Income |
(%) |
1.65
|
0.23 |
(5.58)
|
|
|
|
|
|
|
|
Net Profit Margin (PBT/Sales) |
(%) |
1.66
|
(1.07) |
(5.97)
|
|
|
|
|
|
|
|
Return on Total Assets (PBT/Total Assets} |
(%) |
2.00
|
(1.12) |
(4.59)
|
|
|
|
|
|
|
|
Return on Investment (ROI) (PBT/Networth) |
|
0.03
|
(0.02) |
(0.08)
|
|
|
|
|
|
|
|
Debt Equity Ratio (Total Debt/Networth) |
|
0.90
|
0.63 |
0.71
|
|
|
|
|
|
|
|
Current Ratio (Current Asset/Current Liability) |
|
0.97
|
0.71 |
0.72
|
LOCAL AGENCY FURTHER INFORMATION
|
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 |
Yes |
|
25) Conduct of the banking account |
-- |
|
26) Buyer visit details |
-- |
|
27) Financials, if provided |
Yes |
|
28) Incorporation details, if applicable |
Yes |
|
29) Last accounts filed at ROC |
Yes |
|
30) Major Shareholders, if available |
Yes |
|
31)
Date of Birth of Proprietor/Partner/Director, if available |
Yes |
|
32)
PAN of Proprietor/Partner/Director, if available |
No |
|
33)
Voter ID No of Proprietor/Partner/Director, if available |
No |
|
34)
External Agency Rating, if available |
Yes |
LITIGATION
DETAILS:
HIGH COURT OF
BOMBAY
CASE DETAILS
Bench: Bombay
Stamp No.: CRAST/8354/2013
Filing Date: 14.03.2013
Petitioner: Bharat Petroleum Corporation Limited
Respondent: Forbes Gokak Limited and ORS -
Petn. Adv.: Shyam Upadhyay
District: Mumbai
Bench: Single
Status: Pre-Admission
Next Date: 21.03.2013
Coram: Registrar (Judicial)
Act: Rent Act
|
Unsecured Loans |
31.03.2012 (Rs. in Millions) |
31.03.2011 (Rs. in Millions) |
|
SHORT-TERM BORROWINGS |
|
|
|
From other than banks |
|
|
|
Commercial
papers [maximum amount outstanding during the year Rs.150.000 millions (Previous year: Rs.150.000 millions)] |
150.000 |
150.000 |
|
Total |
150.000 |
150.000 |
CORPORATE
INFORMATION
Subject is one of
the oldest companies of the world that is still in business. The Company traces
its origin to the year 1767 when John Forbes of Aberdeenshire, Scotland started
his business in India. Over the years, the Management of the Company moved from
the Forbes Family to the Campbells to the Tata Group and now finally to the
well known Shapoorji Pallonji Group. The Company is mainly engage in the
Engineering, Real estate and Shipping and Logistics business and listed on the
Bombay Stock Exchange.
FINANCIAL RESULTS:
The Company has
earned net profit after tax of Rs.47.300 millions. As per the provisions of the
Companies Act, 1956, the Company is required to set off losses of the earlier
years, before declaring any dividend for the year; the accumulated losses to be
set off exceed the current year’s profit. However, the Board of Directors,
encouraged by the performance of the Company, have proposed payment of dividend
out of reserves at the maximum permissible rate of 10% (Previous year - Nil)
MANAGEMENT
DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL CONDITIONS:
ENGINEERING DIVISION:
Precision Tools:
After two years of
slow growth, there was a significant improvement in the performance of this
vertical. This was achieved with a continued focus on up-gradation of
manufacturing facilities with installation of state of the art CNC machines at
Aurangabad and Mumbai plants, as well as expansion of manufacturing facilities
at Aurangabad for solid carbide tools and spring washers. To improve on-time
delivery to customers, a consumption-based inventory management system was
implemented that will result in reduced working capital, besides improving
competitiveness in the market place.
An arrangement
with IIT, Mumbai was entered into to jointly research and work on improving the
technological edge in the areas of high performance tools and coating
technology. Opportunities for international tie-ups are being explored to
enable new product offerings as well as to enhance the product portfolio of
threading and cutting tools.
Industrial Automation:
The setting up of
facilities at Aurangabad with a dedicated team will enable a renewed focus to
project execution for the Industrial Marking Automation Business. Strong
systems and processes have been set up and various initiatives in Line Automation
and allied areas are being made to expand the product range through sales and
technology tie ups with market leaders in such products.
Both the Precision
Tools and Industrial Automation businesses, have undergone the ISO 9001-2008
certification audit process for all the five manufacturing plants and have been
recommended for certification.
Energy Solutions:
The major
initiative started for building in-house capabilities for turnkey execution of
projects resulted in bagging of several energy efficiency projects from
customers like Maruti Suzuki India Limited (MSIL), Rashtriya Chemicals and
Fertilizers Limited (RCF), Bharat Heavy Electricals Limited (BHEL) and Mather
and Platt, with a total order book position of over Rs.700.000 millions as on
31st March, 2012. This vertical also, successfully completed
erection and commissioning of steam turbines of capacity 7 ™ at Bharat
Petroleum - Kochi, Chennai Petrochemicals - Chennai, HPCL - Mittal Energy
Limited at Bhatinda, Indian Oil – Jorhat and KRIBHCO - Surat and others.
Installations for the turbine packaging and refurbishing facility at Waluj,
Aurangabad have been completed and several packaging jobs, including those for
Maruti Suzuki, MRPL, were executed.
Several new
initiatives are underway in the areas of Solar Power as a project developer as
well as technology-based turnkey execution of Photovoltaic-based Solar Power
for grid-connected and off-grid projects. To validate various design and
technology options in the area of Photovoltaic-based Solar Power technology, an
association with IIT, Mumbai has been agreed.
LOGISTICS,
CONTAINER FREIGHT STATIONS AND SHIPPING RELATED ACTIVITY:
Container Freight
Stations:
The Company’s
Container Freight Stations at Mundra and Veshvi witnessed an upsurge in
volumes, both, for export cargo and import cargo. Through focussed marketing
efforts the customer base was enhanced, both, in Mundra and Veshvi Container
Freight Stations. The thrust remained on aggressive marketing, profitable
customer acquisition and improvement in operational efficiencies. This has
resulted in turnaround of CFS business with a substantial improvement in, both,
turnover and profitability compared to previous year.
In order to
improve operational efficiencies in Mundra and Veshvi Container Freight Stations
it has been decided to procure three Reach Stackers, a core equipment at any
CFS which till now was being hired by us. Two of these would be deployed at the
Mundra Container Freight Station and one at the Veshvi Container Freight
Station. It is also proposed to develop some portions of the undeveloped
container yards at both the Container Freight Stations for increasing the
handling capacity as well as for providing more flexibility for handling of
cargo.
The Division would
incur a capital expenditure of aggregate Rs.150.000 millions on procuring Reach
Stackers and development of container yards.
Freight
Forwarding:
This vertical
expanded its capabilities in freight forwarding activity during the year, which
resulted in revenue growth of 76% over previous year. Some of the initiatives
taken were reopening of Air Cargo office in Mumbai, handling of Project Cargo,
which included Odd Dimensional Cargo (ODC) and heavy lifts, greater focus on
Import Cargo and hinterland coverage, etc. Customer Meets were hosted in
strategically important cities, to reposition the Division as a total logistics
solution provider i.e. end-to-end logistics solution provider and not merely as
port-to-port logistics service provider. Various other marketing initiatives
were undertaken, like participation in logistics exhibitions, issuing
advertisements in all India trade journals and papers to target the intended
market segments. These resulted in getting awarded freight forwarding
assignments from some of the major corporate houses, through bidding process
despite heavy competition.
Overall the
Shipping and Logistics division has grown significantly during the year in
terms of revenue and profitability. The focus, going forward, is to maintain
the momentum and achieve a reasonable revenue growth with improved margins and
optimize on costs, thereby achieving customer delight.
OTHERS:
During the year,
the Company successfully settled the long pending dispute relating to the sale
of plot of land at Chandivali.
Pursuant to the out
of court settlement with the buyer, both the parties will jointly develop their
respective share in the plot of land. Work relating to obtaining necessary
regulatory approvals is in progress.
Since the balance
sheet date, the Company has also successfully reached an out of court
settlement on a dispute and concluded the deal for the sale of a 5-acre parcel
of land at a prime location in Chennai; the proceeds of which have been used to
repay debt. The Company continues its efforts to monetise the value of its real
estate (through rentals and otherwise) in order to get longterm benefits.
The Company
continues to make substantial investments in IT infrastructure and applications
to support its businesses. These investments have significantly helped the management
in having a better control over its operations through online availability of
real time information. They have also resulted in significant savings in the
cost of executive time and travel.
FINANCE AND
CORPORATE:
The Company had
undertaken legal and financial restructuring of its businesses, which has
started showing positive results. The losses of Rs.464.700 millions in FY
2008-2009 had, gradually, come down to a small profit of Rs.6.000 millions in
FY 2010-2011 and this year it has improved further to Rs.47.300 millions. This
has been achieved with improvement in the operating performance of all the
business segments in which the Company is operating. It is also important to
note that, unlike in the past years, the reported profit is without extra-ordinary
income items such as, dividend from any of the subsidiary companies or profit
from sale / buyback of shares or profit from sale of property, and despite
bearing the costs associated with the infusion of funds in various JVs and
subsidiaries, which are making losses.
With the
relentless focus on economical unit realizations, strict cost control,
efficient working capital management, etc., the generated cash had helped
funding the investments in JVs and subsidiaries as well as bringing down its debt
level significantly from Rs.1489.200 millions in March 2009 to Rs.1354.300
millions in March 2012 which resulted in a reduction in interest costs, despite
a period of increasing interest rates, from Rs.164.600 millions in 2008-2009 to
Rs.125.400 millions in 2011-2012.
Consequently, the
Company’s credit rating from both CRISIL and ICRA has steadily improved every
year from A+ (Stable) in 2009, to AA- (Stable) in 2010 by CRISIL and A+ (with
positive outlook) by ICRA (both of which continue at same levels).
OUTLOOK FOR FUTURE
AND POST BALANCE SHEET EVENTS:
The company’s
businesses continue to grow with the Engineering Division, on a standalone
basis, making profits whilst the Shipping Division is nearing break even for
the first few months of the current financial year (FY 2012-2013). It is
expected that this momentum will continue though with the slowing down of the
economy, continued inflation and RBI reluctant to reduce rates (to tame
inflation) there will be some impact on the automobile sector and consequently
on the Company’s performance. The management is working actively to contain the
same. Several initiatives are underway to also bolster the performance and
profitability of the CFS and Freight Forwarding business. The steep and sudden
depreciation of the rupee vis-a-vis the dollar during the year has impacted the
Company also as its Energy Solutions business imports turbines whilst the sale
is in Rupee terms; this will also have an impact in the current financial year
as some of the contracts entered into last year had long lead times and will be
executed in the current year. The Company has started to hedge its forex
exposures and is putting in a robust hedging policy in this respect with
appropriate systems and processes. This apart, dialogues are on with both the
customers and supplier to try and mitigate the impact through additional
compensation / reduced rate respectively.
The Standby
Charter covenant of SCI Forbes (SCIF) has been negotiated with the banks who
have agreed to keep the same suspended – this has been implemented w.e.f. 1st
July, 2011; consequently the cash losses through the Company’s P&L
(Rs.55.000 millions in the 1st quarter of 2011-2012 and Rs.220.000 millions per
year on an annualized basis) has stopped from that date.
SUBSIDIARIES,
JOINT VENTURES AND ASSOCIATE COMPANIES:
Eureka Forbes
Limited (EFL)
In a year of
global gloom, low consumer sentiments and the news of slowdown in almost all
segments of the economy, EFL has performed commendably well with an impressive
growth in revenue and profit.
EFL entered into
Packaged Drinking Water business through the franchisee model during the
financial year. Further, EFL ventured into a new product category of solar products
for mass markets under the brand name “Eurodiya” and with a mission to “light
up a million lives”.
Aquamall Water
Solutions Limited, a wholly-owned subsidiary company of EFL introduced
automated water dispensing units with pre-paid smart cards for 24x7 water
dispensing and monitoring.
As in earlier
years, EFL received awards and recognition during the year also.
During the year,
EFL, through its wholly-owned subsidiary in Mauritius, has acquired a 25% stake
in Lux International AG, (Lux). Lux is a Switzerland headquartered white goods
multinational company and had an existing joint venture relationship with EFL
in various geographies around the world. This relationship has been developed
on and being expanded with the acquisition of the stake in Lux by EFL and will
help it to get a ‘global footprint’ for its products and services.
Forbes Technosys
Limited (FTL)
During the last
one year, FTL has made great strides as a company in multiple dimensions. Its
turnover doubled as some of its businesses like Kiosk business, Recharge
business have grown substantially.
FTL has a strong
order book with orders from large nationalized banks and other Government
Departments. It also made an entry into new market segments and added several
new customers like Volkswagen, Shriram Finance, Maruti Suzuki, Eureka Forbes,
etc. It secured DGS&D approval for kiosks and got first order for 80 ATVMs
(Automatic Ticket Vending Machines) from Western Railway. Its product portfolio
has been enhanced with the successful introduction of Bulk Cash Deposit kiosks,
The Megabanker, a multi-function ATM, ATVMs, Enterprise Mobility Solutions etc.
In order to meet the growing market demand for kiosks and ATMs, FTL has
established its second manufacturing facility.
FTL has received
several awards both at the National and International levels. It has been
actively involved with sustainability issues, and some of its products have
been designed to operate on solar power. It will be taking further actions
towards undertaking sustainability measures that will enable it to become a
corporation that offers products that enhance sustainability to its customers
through “green” products and services.
Forbes Container
Line Pte. Limited (FCL)
It was a very
difficult year for the shipping business all over the world. The freight rates
were lower due to excess supply of vessels on all the trade routes, whereas
costs had gone up, mainly due to increase in the oil prices. With this double
impact, shipping lines all over the world had suffered losses for the year. FCL
also was adversely impacted by the same phenomenon. However, FCL managed to
consolidate its position on its trade routes, which would benefit FCL in due
course, with the expected improvement in the freight rates. It is also planning
to start its own office in Dubai during the current financial year. FCL is
putting in concerted efforts on improving its freight forwarding business from
its office in Singapore and the Shanghai representative office. These are
expected to improve further with the Dubai office becoming operational.
SCI Forbes Limited
(SCIF)
During the
financial year ended on 31st March, 2012, all the four ships of SCIF were fully
operational.
As per the Loan
Agreement with the Lenders, under the “Standby Charter” arrangement of the
“Sponsor’s Support Deed”, 2 ships viz. M.T. Asavari and M.T. Neelambari were
given on charter to the Shipping Corporation of India Limited and other 2 ships
viz. M.T. Bhairavi and M.T. Malhari to subject. This arrangement of the
“Standby Charter” with promoters was terminated with effect from 1st July,
2011, after receiving necessary approvals from the Lenders.
The ships were put
in the YAMOONA Pool for chartering and operating by them alongwith a pool of
tankers of other vessel owners till February 2012; since when they have been
deployed with the MARIDA Pool, a larger pool with several tankers trading in
Europe and cross Atlantic trade, resulting in better income distribution for
SCIF ships.
The chemical trade
market had been very poor and has not fully recovered after the financial
crisis in the west. Further, the market was affected by an oversupply of
tonnage which has kept the freight levels at a low. The earnings were also
affected by an increase in fuel prices.
During the year,
the earnings took a beating during the winter months and did not recover after
the Chinese New Year. The western market picked up in the winter for movement
of clean petroleum products, which aided the chemical markets also. But the
Chemical trade was affected with oversupply of ships and the USA/EU sanctions
on Iranian trade of chemicals and, import of palm oil was badly affected,
thereby putting pressure on freight rates.
The threat of
piracy continues to plague shipping in the Arabian Sea and costs are still
being incurred for anti-piracy measures. The year ahead may see some marginal
improvement in freight rates from Quarter 3 of 2012.
Forbes Bumi Armada
Offshore Limited (FBOL)
FBOL was awarded 7
years contract by Oil and Natural Gas Corporation Limited (ONGC) for providing
1 No. Floating
Production Storage
and Offloading Vessel (FPSO) on Charter Hire, including O&M, to them. The
Company has signed a contract with an overseas company for supply of FPSO. It
is preparing its office setup in India for the O&M of the FPSO. The
operations are expected to commence at the specified location in December,
2012.
Assets of the
Svadeshi Mills Company Limited (Svadeshi) continue to be in the hands of the Official
Liquidator, High Court, Bombay. An application to get Svadeshi out of
liquidation had been filed with the Hon’ble High Court, Bombay, inter alia,
praying for permanent stay on the Order passed by the High Court ordering
winding up of Svadeshi and, to hand over to the applicants the entire
undertaking of Svadeshi. The High Court had dismissed the application and
directed the Official Liquidator to proceed expeditiously for winding up of
Svadeshi. The Company had filed an appeal before the Division Bench against the
Order of the High Court. The appeal came up for hearing before the Division
Bench, which has suggested to the workers to make an attempt to settle the
grievances among themselves. The appeal against the Order is yet to be heard
finally by the Division Bench.
The Company being
a secured creditor with adjudicated dues by the Official Liquidator, will
receive the amounts due to it in either case; it is just a matter of time
during which a nominal interest also accrues on the dues.
CONTINGENT
LIABILITIES: (AS ON 31.03.2012)
(a) In the year 1994-95, the Company had entered in to a Memorandum of
Understanding giving sole and exclusive right for developing a part of its land
at Chandivali, Mumbai. The Developer had filed a suit against the Company for
recession of the said Memorandum of Understanding and has claimed a sum of
Rs.327.148 millions and has asked interest at 21% per annum with effect from
April, 1998. The Company had been contesting the aforesaid claim. This has been
settled out of court on 22nd December, 2011 and the aforesaid claim
is withdrawn by the developer.
|
|
31.03.2012 (Rs.
in millions) |
31.03.2011 (Rs.
in millions) |
|
(b) Taxes in dispute:- |
|
|
|
(i) Excise
demand |
473.086 |
474.504 |
|
(ii) Sales tax |
77.032 |
80.961 |
|
(iii) Income-tax
|
150.536 |
152.583 |
|
(iv) Customs
duty |
1.710 |
1.710 |
|
(v) Wealth tax |
3.612 |
3.612 |
|
(vi) Property
tax |
107.585 |
93.407 |
|
(c) Labour matters
in dispute |
1.000 |
6.850 |
|
(d) Claim of Gujarat
Electricity Board for alleged diversion of fraction of the power consumed and
contested by the Company in the Court |
18.829 |
18.829 |
|
(e) Customer claims |
7.601 |
21.253 |
|
(f) Supplier claims |
1.500 |
1.500 |
|
(g) Other legal
matters |
0.620 |
0.620 |
|
(h) Guarantees:- |
|
|
|
(i) Guarantees
given on behalf of Shipping Principals including subsidiary and Surety Bonds
jointly executed with third parties in favour of customs and other parties |
485.750 |
485.750 |
|
(ii) Guarantee on
behalf of a subsidiary company |
232.549 |
20.000 |
|
(iii) Guarantees
issued by bank |
31.783 |
30.834 |
|
(i) Other money
for which the Company is contingently liable |
|
|
|
Bills discounted |
8.001 |
10.121 |
FIXED ASSETS:
Tangible Assets:
·
·
Freehold Land
·
Buildings
·
Plant and Equipment
·
Furniture and Fixtures
·
Vehicles
·
Office Equipment-Owned
·
Office Equipment-Taken on finance lease
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,
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.54.28 |
|
|
1 |
Rs.82.06 |
|
Euro |
1 |
Rs.70.23 |
INFORMATION DETAILS
|
Report Prepared
by : |
SMN |
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 |
6 |
|
--RESERVES |
1~10 |
7 |
|
--CREDIT LINES |
1~10 |
6 |
|
--MARGINS |
-5~5 |
-- |
|
DEMERIT POINTS |
|
|
|
--BANK CHARGES |
YES/NO |
YES |
|
--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 |
|
DEFAULTER |
|
|
|
--RBI |
YES/NO |
NO |
|
--EPF |
YES/NO |
NO |
|
TOTAL |
|
62 |
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.