MIRA INFORM REPORT

 

 

Report Date :

29.03.2013

 

IDENTIFICATION DETAILS

 

Name :

AIR WORKS INDIA ENGINEERING PRIVATE LIMITED

 

 

Registered Office :

Bombay International Air Port, Gate No. 8, Santacruz (East), Mumbai - 400 029, Maharashtra

 

 

Country :

India

 

 

Financials (as on) :

31.03.2012

 

 

Date of Incorporation :

11.09.1986

 

 

Com. Reg. No.:

11-040889

 

 

Capital Investment / Paid-up Capital :

Rs.263.507 Millions

 

 

CIN No.:

[Company Identification No.]

U74210MH1986PTC040889

 

 

TAN No.:

[Tax Deduction & Collection Account No.]

MUMA19638D

 

 

PAN No.:

[Permanent Account No.]

AABCA1069P

 

 

Legal Form :

Private Limited Liability Company

 

 

Line of Business :

The Company provides comprehensive services in the field of Aviation including consultancy for fixed and rotary wing aircraft including airframe, avionics and engine modification, maintenance, repairs and overhaul (“MRO”), aircraft management, charter services, aircraft and parts sales, aviation staffing and training.

 

 

No. of Employees :

400 (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 8100000

 

 

Status :

Moderate

 

 

Payment Behaviour :

Slow but correct

 

 

Litigation :

Clear

 

 

Comments :

Subject is an established company having a moderate track record.

 

Mr. Sameer Joshi, finance head has denied to disclose any information of the subject to us.

 

There appears some accumulated losses recorded by the company which has reduced during 2012, due to recording some profit from operation. 

 

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

 

The company can be considered for business dealings 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

 

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

 

Name :

Mr. Sameer Joshi

Designation :

Account Department

Contact No.:

91-22-26158921 / 26158900

Date :

06.02.2013

 

 

LOCATIONS

 

Registered Office :

Bombay International Air Port, Gate No. 8, Near Kalina Military, Santacruz (East), Mumbai - 400 029, Maharashtra, India

Tel. No.:

91-22-26157213 /26124448/9911/ 26157256 / 26157296 / 26157221/26158900

Fax No.:

91-9324805202

E-Mail :

91-22-26115232/ 26157069

Website :

rmenon@giasbm01.vsnl.net.in 

ragini.crediffmail.com

ashok.shah@airworks.in

saurabh.mathur@airworks.in

Area :

www.airworks.in

Location :

Owned

 

 

Corporate Office :

1st Floor, Kalyani House, Plot No. 40, Sector 18, Udyog Vihar, Gurgaon – 122001, Haryana, India

Tel. No.:

91-124-46422000

Fax No.:

91-124-4642250

 

 

Branches :

Located at: 

 

  • Ahmedabad
  • Bangalore
  • Chennai (Madras)
  • Gurgaon
  • Hosur
  • Jakkur
  • Madurai
  • Mumbai
  • New Delhi
  • Pune
  • New Delhi

 

 

DIRECTORS

 

As on 17.08.2012

 

Name :

Luv Chhabra

Designation :

Director

Address :

H-16/4, DLF City Phase, Gurgaon – 122002, Haryana, India

Date of Birth/Age :

29.09.1956

Date of Appointment :

04.02.2008

DIN No.:

00005413

 

 

Name :

Bala Chaitanya Deshpande

Designation :

Director

Address :

202, Cozy Dell St Andra, WS Road, Bandra (West), Mumbai – 400005, Maharashtra, India

Date of Birth/Age :

15.06.1966

Date of Appointment :

16.05.2011

DIN No.:

00020130

 

 

Name :

Mr. Vivek Narayan Gour

Designation :

Managing Diector

Address :

Q-6/4, DLF Qutab Enclave 2, MG Road, Gurgaon – 122002, Haryana, India

Date of Birth/Age :

10.11.1962

Date of Appointment :

03.11.2010

DIN No.:

00254383

 

 

Name :

Mr. Ravi Shivdas Menon

Designation :

Director

Address :

Flat # 105/106, Premium Tower, Lokhandwala Complex, Versova Road, Andheri (West), Mumbai – 400058, Maharashtra, India

Date of Birth/Age :

27.11.1953

Qualification :

AME

Date of Appointment :

11.09.1986

DIN No.:

00327180

 

 

Name :

Mr. Sahadev Gopinath Menon

Designation :

Director

Address :

102/103, Raj Mandir, Off Yari Road, Versova, Mumbai – 400061, Maharashtra, India

Date of Birth/Age :

07.10.1955

Qualification :

BSC, DBM, AME

Date of Appointment :

11.09.1986

DIN No.:

00327226

 

 

Name :

Mr. Raghudev Gopinath Menon

Designation :

Director

Address :

Flat # 101/102, Magnum Tower, Lokhandwala Complex, Versova Road, Andheri (West), Mumbai – 400058, Maharashtra, India

Date of Birth/Age :

07.04.1957

Qualification :

BSC

Date of Appointment :

11.09.1986

DIN No.:

00327285

 

 

Name :

Michael P Schulhof

Designation :

Director

Address :

540 Madison Avenue, New York, USA 10022

Date of Birth/Age :

30.11.1942

Date of Appointment :

04.02.2009

DIN No.:

01884261

 

 

Name :

Charles Fabrikant

Designation :

Director

Address :

249 South Woods Road, Palm Beach Fl, Florida USA 33480

Date of Birth/Age :

24.07.1944

Date of Appointment :

04.02.2009

DIN No.:

01887819

 

 

Name :

Mr. Suresh Kumar Soni

Designation :

Director

Address :

3403, Fayance Place, Thousand Oaks CA, California, USA 91362

Date of Birth/Age :

20.07.1963

Date of Appointment :

16.05.2011

DIN No.:

02498900

 

 

KEY EXECUTIVES

 

Name :

Mr. Sameer Joshi

Designation :

Account Department

 

 

Name :

Mr. Saurabh Mathur

Designation :

Secretary

Address :

2C, Block, 3-Pocket –B, Ashok Vihar, Phase-III, Delhi – 110052, India

Date of Birth/Age :

20.01.1969

Date of Appointment :

16.01.2012

Pan No.:

AEOPM0539G

 

 

MAJOR SHAREHOLDERS / SHAREHOLDING PATTERN

 

As on 17.08.2012

 

Names of Shareholders (Equity Share)

 

No. of Shares

Shivdas P. Menon

 

1

Ravi S Menon

 

33059

Sahadev G Menon

 

16523

Gayatri Heble

 

5634

Raghudev G Menon

 

16523

Kalpana Nair

 

5634

Rajdev Menon

 

16523

Jaidev Menon

 

16523

Nalini Menon

 

11267

Indusage Management Services Private Limited, India

 

42964

GTI AW i

 

194078

Punj Lloyd Aviation Limited, India

 

175161

Mr. Vivek N Gour

Mr. Anand Bhaskar Dhanyamraju

Mr, Luv Chhabra (C/o Air Works Employees Welfare Trust)

 

81345

Mr. Vivek N Gour

 

12612

Nea FVCL Limited, Mauritius

 

100

Tusk Investments Fund 1 Limited, Mauritius

 

49395

Elephant India Finance Private Limited, India

 

7357

GNE Investment Limited, Mauritius

 

7591

Nea FVCL Limited, Mauritius

 

100

Total

 

692390

 

 

Names of Shareholders (Preference Share)

 

No. of Shares

Nea FVCL Limited, Mauritius

 

202402

TOTAL

 

202402

 

 

As on 17.08.2012

Equity Share Break up (Percentage of Total Equity)

 

Category

Percentage

Venture capita

0.01

Foreign holdings( Foreign institutional investor(s), Foreign companie(s) Foreign financial institution(s), Non-resident Indian(s) or Overseas Corporate bodies or Others

36.27

Bodies corporate

32.57

Directors or relatives of Directors

19.40

Others

11.75

Total

100.00

 

 

BUSINESS DETAILS

 

Line of Business :

The Company provides comprehensive services in the field of Aviation including consultancy for fixed and rotary wing aircraft including airframe, avionics and engine modification, maintenance, repairs and overhaul (“MRO”), aircraft management, charter services, aircraft and parts sales, aviation staffing and training.

 

 

Products :

Description of product or service category

ITC Code

Aircraft Maintenance And Repair Services

9967

 

 

GENERAL INFORMATION

 

No. of Employees :

400 (Approximately)

 

 

Bankers :

  • IDBI Trusteeship Services Limited, Asian Building, Ground Floor, 17, R. Kamani Marg,, Ballard Estate, Mumbai - 400001, Maharashtra, India
  • Standard Charted Bank, Credit Risk Control, Narain Manzil, 23 Barakhanbha Road, New Delhi – 110001, India
  • IndusInd Bank Limited, 28, Barakhamba Road, New Delhi - 110001, India

 

 

Facilities :

(Rs. In Millions)

Secured Loan

As on

31.03.2012

As on

31.03.2011

Long-Term Borrowings

 

 

Indian rupee loans from banks

1.442

Short-Term Borrowings

0.000

670.864

Short term working capital loans from banks

243.436

 

Total

244.878

670.864

 

a. Vehicle loans from bank of Rs.2.748 Millions (Previous year: Rs. 4.832 Millions) carry interest @ 10.11% p.a. The loans are repayable in 48 monthly installments of Rs. 0.063 Million each along with interest from the date of loan, viz., 1 April 2010. The loans are secured by exclusive charge by way of hypothecation on vehicles.

 

b. Term loan from bank of Rs. Nil (Previous year: Rs. 520.000 Millions) was taken during the financial year 2009-10 and was secured by first pari passu charge on all current and movable fixed assets (other than vehicles exclusively hypothecated to banks and others). 30% of paid up share capital of the Company was pledged against the said loan. The loan carried interest at the rate of Prime Lending Rate (PLR) of the bank minus 5.85% p.a. The loan was repayable in 16 equal quarterly instalments after a moratorium period of 12 months. Cash Margin in form of fixed deposits was under lien with the bank for Rs. 80.000 Millions. The Loan was for the tenure of 60 months. The loan has been prepaid during the year.

 

c. Term loan from a financial institution was taken during the financial year 2007-08 and carries interest @ 9% p.a. payable half yearly. The loan is secured against key man insurance policy. The entire amount of loan is repayable in 2012-13.

 

d. Vehicle loans from others of Rs. Nil (Previous year: Rs. 1.207 Millions) carried interest rate @ 14.50% - 15.50% p.a. The loans were repayable in 36 monthly instalments along with interest from the date of loan, viz., 10 April 2009. The loans have been prepaid during the year. The loans were secured by exclusive charge by way of hypothecation on vehicles.

 

e. Short Term Working Capital Loans from banks are repayable on demand and are secured by first parri passu charge on all the current assets of the Company and second parri passu charge on the movable fixed assets of the Company (excluding vehicles exclusively hypothecated for Indian Rupee loans) and others. Short term working capital loans from standard chartered bank are further secured by pledge of fixed deposits of Rs. 31.976 Millions. The loans carry interest @ 11.50% to 13.85% p.a.

 

 

 

Banking Relations :

--

 

 

Auditors :

 

Name :

S.R. Batliboi and Company

Chartered Accountants

Address :

Gurgaon, Haryana, India

PAN.:

AALFS0506L

 

 

Subsidiaries :

  • Mach Air Sales Limited
  • Air Works MRO Services Private Limited
  • Air Works UK Engineering Limited
  • SA Air Works India Private Limited

 

 

Step down Subsidiary Companies

  • Business Aviation Services Limited
  • Air Works Aviation Services Limited (formerly, Air Works Aircraft Sales Limited)
  • Air Livery Limited, UK
  • Air Livery (Cambridge) Limited
  • Sprayavia International Limited
  • Air Livery India Private Limited

 

 

Associates

  • Punj Lloyd Aviation Limited
  • Punj Lloyd Pte Limited
  • Spectra Punj Lloyd Limited
  • Punj Lloyd Limited

 

 

Entity significantly influenced by the Company

GTI Gulfstream I Limited

 

 

CAPITAL STRUCTURE

 

As on 17.08.2012

 

Authorised Capital :

No. of Shares

Type

Value

Amount

 

 

 

 

725200

Equity Shares

Rs.100/- each

Rs.72.520 Millions

202500

Preferences Shares

Rs.1000/- each

Rs.202.500 Millions

 

TOTAL

 

Rs.275.020 Millions

 

Issued, Subscribed & Paid-up Capital :

No. of Shares

Type

Value

Amount

 

 

 

 

692390

Equity Shares

Rs.100/- each

Rs.69.239 Millions

202402

Preferences Shares

Rs.1000/- each

Rs.202.402 Millions

 

TOTAL

 

Rs.271.641 Millions

 

As on 31.03.2012

 

Authorised Capital :

No. of Shares

Type

Value

Amount

 

 

 

 

725000

Equity Shares

Rs.100/- each

Rs.72.500 Millions

200

A Series Equity shares

Rs.100/- each

Rs.0.020 Millions

202500

0.001% Cumulative Convertible Preference Shares

Rs.1000/- each

Rs.202.500 Millions

 

TOTAL

 

Rs.275.020 Millions

 

Issued, Subscribed & Paid-up Capital :

No. of Shares

Type

Value

Amount

 

 

 

 

6109450

Equity Shares

Rs.100/- each

Rs.61.095 Millions

100

A Series Equity shares

Rs.100/- each

Rs.0.010 Millions

202402

0.001% Cumulative Convertible Preference Shares

Rs.1000/- each

Rs.202.402 Millions

 

TOTAL

 

Rs.263.507 Millions

 

 

(a) Reconciliation of the shares outstanding at the beginning and at the end of the reporting year

Equity shares

Number of shares

Rs. In Millions

At the beginning of the year

635,304

63.530

Issued during the year

56,986

5.699

Outstanding at the end of the year

692,290

69.229

 

 

 

A Series Equity Shares of Rs.100 each

Equity shares

Number of shares

Rs. In Millions

At the beginning of the year

100

0.010

Issued during the year

--

--

Outstanding at the end of the year

100

0.010

 

 

0.001% Cumulative Convertible Preference Shares of Rs.1,000 each

Equity shares

Number of shares

Rs. In Millions

At the beginning of the year

178,464

178.464

Issued during the year

23,938

23.938

Outstanding at the end of the year

202,402

202.402

 

 

(b) Terms/ rights attached to equity shares

 

Equity Shares

Equity shares have par value ofRs.100 each. Each holder of equity shares is entitled to one vote per share. The Company will pay dividend in Indian rupees, if declared. The dividend, if proposed by the Board of Directors, will be subject to the approval of the shareholders in the ensuing Annual General Meeting.

 

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.

 

Restriction on transfer of shares

NEA FVCI Limited's prior approval will be required to be sought by each member of the Founders, Punj Lloyd Aviation Limited and GTI AW I if either of them intends to transfer the Equity Shares held by it, before the expiry of three years from the date of first closing i.e. February 28, 2011.

 

Tusk Invstments Fund-I and Elephant India Finance Private Limited shall be informed by the Founders/ Punj Lloyd Aviation Limited/ GTI AW I, as the case may be, of the details regarding proposed transfer of Equity Shares by it.

 

Punj Lloyd Aviation Limited shall have the right to sell its Equity Shares after the expiry of three years from the date of First Closing, i.e., February 28, 2011 without seeking NEA FVCI Limited's prior approval but NEA FVCI Limited shall have the Right of First Refusal in respect of these Equity Shares.

 

Subject to compliance with certain formalities, the Founders (excluding Mr. Raghudev Menon, Mr. Ravi Menon and Mr. Sahadev Menon) have the right to freely transfer their Equity Shares inter-se.

 

NEA FVCI Limited, Tusk Invstments Fund-I and Elephant India Finance Private Limited shall not be permitted to transfer their respective Equity Shareholding to any of the competitors of Punj Lloyd Aviation Limited listed in Article 6.1.5 of the Articles of Association of the Company.

 

No shareholder may transfer any of its Equity Shares without first offering the said Equity Shares to the other shareholders in the manner laid down in Article 6.2 of the Articles of Association of the Company.

 

A Series Equity Shares of Rs.100 each

Equity shares rank senior to all Equity Shares in all respects, except that they carry voting rights on par with Equity Shares. Such class of equity shares are entitled to dividend at the same rate as declared for Equity Shares, pari passu with Equity Shares

 

Each Series A Equity Share shall automatically be converted or re-classified into one equity share of the Company upon conversion of CCPS. In the event of liquidation of the Company, the holder of such shares are entitled for preference upon the occurrence of a Liquidation Event with other Current Round Investor Shares.

 

NEA FVCI Limited may transfer any of its Series A Equity Shares only after first offering the said Series A Equity Shares to the other shareholders in the manner laid down in Article 6.2 of the Articles of Association of the Company.

 

(c) Terms of conversion / redemption of CCPS

During the year ended 31 March 2012, the Company has outstanding 202,402 CCPS ofRs.1000 each fully paid up. Such shares are entitled to cumulative dividend of 0.001% p.a. and, subject to applicable law, such higher rates of dividend, on pari passu basis, as may be declared for other shareholders. The Company declares and pays dividends in Indian Rupees. The dividend proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting.

 

Each holder of CCPS is entitled to convert its preference shares into equity shares, at any time during the Conversion Period, at the Conversion Price and the Conversion Ratio then in effect in accordance with the terms of issue of these CCPS. The Company shall mandatorily convert the CCPS into equity shares at the Conversion Price and Conversion Ratio either on the expiry of the Conversion Period; or on the last date on which convertible Securities are permitted to remain outstanding under applicable Law in connection with the closing of a Qualified IPO or other IPO approved by a majority of the Board of Directors and holder of CCPS; or upon any holder of CCPS exercising the Conversion Right for any CCPS held by it - only those CCPS.

 

The 'Conversion Period' means a period of 15 years commencing from the date of issue of the cumulative CCPS, i.e., February 28, 2011. Preference shares shall be converted into equity shares in a ratio of 1:1.

 

The Company is committed to provide an exit to secound round of investors as per the terms enshrined in the Articles of the Company

 

NEA FVCI Limited may transfer any of its Cumulative Converible Preference Shares only after first offering the said Cumulative Converible Preference Shares to the other shareholders in the manner laid down in Article 6.2 of the Articles

 

(d) Aggregate number of bonus shares issued, shares issued for consideration other than cash and shares bought back during the period of 5 years immediately preceding the reporting date:

 

Particular

31.03.2012

Equity shares of Rs.100 each fully paid up issued by way of bonus shares on 25 October 2007

9,222

 

 

(e) Disclosure of shareholding more than five per cent in company

Name of shareholder

Number of shares held in company

Percentage of shareholding in company

Indusage Management Services Private Limited

42,964

6.21%

Tusk Investments Fund I

49,395

7.14%

Mr. Vivek N. Gour, Mr. Anand Bhaskar Dhanyamraju and Mr. Luv Chhabra c/o Air Works Employees' Welfare Trust

81,345

11.75%

Punj Lloyd Aviation Limited

1,75,161

25.30%

GTI AW I

1,94,078

28.03%

NEA FVCI. Limited

100

100.00%

NEA FVCI. Limited

2,02,402

100.00%

 

As per of the Company, including its register of shareholders/ members and other declarations received from shareholders regarding beneficial interest, the above shareholding represents both legal and beneficial ownerships of shares.

 

(f) Shares allotted to the Air Works Employees' Welfare Trust

During the financial year 2010-11, the Company had issued 81,345 Equity Shares at Rs. 4,376.93 each (face value of Rs. 100 each) to Air works Employees’ Welfare Trust (‘AWEWT’). There is a further commitment to issue 32,685 Equity Shares to the trust. The trust has been funded by the Company through an Interest free loan of Rs. 356,041,371 which in turn has purchased 81,345 equity shares from the Company. Accordingly, Rs. 81,34,500 and Rs. 34,79,06,871 have been adjusted with the  amount of share capital and securities premium account, respectively, in accordance with guidance note on accounting for employees share based payments issued by the Institute of Chartered Accountants of India.

 

During the current financial year, AWEWT has granted 77,640 Stock Options of the Company to its eligible employees, out of which 44,697 are Management Options and 32,943 are Performance option. The Managing Director has been given 32,580 Management options and 24,435 Performance options and rest are issued to other key employees of the Company.

 

None of these Options had vested to the employees as on 31st March, 2012. The relevant terms of the grant of these Stock Options are as follows:

 

1. Vesting Period: A minimum period of one year between the Grant of Options and Vesting of Options subject to Participant’s continued employment and subject to relevant clauses of the Plan, the Unvested Options shall vest with the grantee automatically in accordance with the following schedule (“Vesting Schedule”):

 

a. For Management Options: Uniform vesting of 20% at each anniversary of the Grant Date over 5 years;

 

b. For Performance Options: Will vest in 3 tranches as per the following schedule

 

i. 1/3rd Performance Options: On achieving gross revenues of Rs. 1350.000 Millions per calendar quarter with an “Adjusted EBITDA” margin of 10% for Air Works Group for 6 consecutive calendar quarters;

 

ii. 2/3rd Performance Options less Performance Options vested, if any, by operation of Clause 1(b)(i) above: On achieving gross revenues of Rs. 2700.000 Millions per calendar quarter with an “Adjusted EBITDA” margin of 15% for the Air Works Group;

 

iii. Balance Performance Options: On IPO (marked by equity Shares of the Company getting listed on any recognized stock exchange in India); or substantial stake sale (50% or more in terms of shareholding or voting power) in a private placement to one or more investors; or on attaining a Fair Market Valuation of Rs. 22500.000 Millions for the Air Works Group; or on achieving gross revenues of Rs. 22500.000 Millions for the Group in any moving 12 month period.

 

2. Exercise Period is defined as period of 10 years from the Grant Date as defined in the Employees’ Stock Option Plan within which the Participant should Exercise his right to apply for Shares against the Option vested in him in pursuance of the Plan.

 

3. Exercise Price is defined as price payable by the grantee for exercising the Options granted to him in pursuance of the Plan, i.e. Rs. 4,376.93 per Option granted during the financial year 2011-12.

 

g. The Company has granted to a lender in India, right to subscribe its 30,045 shares of face value Rs.100 each at a price of Rs.3,968.35. This right has originated from the loan taken by the Company in Feb 2010 and repaid during the year. The right can be exercised by the lender at its sole discretion at anytime upto December 31, 2012.

 


 

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

263.507

233.870

52.548

2] Share Application Money

0.000

0.131

0.000

3] Reserves & Surplus

1782.945

1637.965

937.946

4] (Accumulated Losses)

0.000

(211.324)

(237.512)

NETWORTH

2046.452

1660.642

752.982

LOAN FUNDS

 

 

 

1] Secured Loans

244.878

670.864

532.967

2] Unsecured Loans

0.725

60.725

0.725

TOTAL BORROWING

245.603

731.589

533.692

DEFERRED TAX LIABILITIES

0.000

233.605

0.000

 

 

 

 

TOTAL

2292.055

2625.836

1286.674

 

 

 

 

APPLICATION OF FUNDS

 

 

 

 

 

 

 

FIXED ASSETS [Net Block]

497.315

408.725

129.718

Capital work-in-progress

76.334

68.702

20.050

 

 

 

 

INVESTMENT

725.377

726.374

602.056

DEFERREX TAX ASSETS

0.000

0.000

0.000

Other Non-Current Assets

110.849

0.000

0.000

 

 

 

 

CURRENT ASSETS, LOANS & ADVANCES

 

 

 

 

Inventories

108.914
92.255

44.881

 

Sundry Debtors

849.652
653.898

223.998

 

Cash & Bank Balances

149.310
797.795

222.928

 

Other Current Assets

22.921
10.731

5.578

 

Loans & Advances

426.478
213.356

301.301

Total Current Assets

1557.275
1768.035

798.686

Less : CURRENT LIABILITIES & PROVISIONS

 
 

 

 

Sundry Creditors

282.765
212.960

114.540

 

Other Current Liabilities

324.296
99.967

129.945

 

Provisions

68.034
33.073

19.351

Total Current Liabilities

675.095
346.000

263.836

Net Current Assets

882.180
1422.035

534.850

 

 

 

 

MISCELLANEOUS EXPENSES

0.000

0.000

0.000

 

 

 

 

TOTAL

2292.055

2625.836

1286.674

 


PROFIT & LOSS ACCOUNT

 

 

PARTICULARS

31.03.2012

31.03.2011

31.03.2010

 

SALES

 

 

 

 

Income

1493.560

1395.530

848.370

 

 

Other Income

 

 

 

 

 

TOTAL                                     (A)

1493.530

1395.530

848.370

 

 

 

 

 

Less

EXPENSES

 

 

 

 

 

Office Expenses

 

1102.820

907.770

 

 

Administrative Expenses

1277.400

 

 

 

 

Advertising Expenses

 

 

 

 

 

TOTAL                                     (B)

1277.400

1102.820

907.770

 

 

 

 

 

Less

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

216.130

292.710

(59.400)

 

 

 

 

 

Less

FINANCIAL EXPENSES                                    (D)

93.930

206.220

50.990

 

 

 

 

 

 

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

122.200

86.490

(110.390)

 

 

 

 

 

Less/ Add

DEPRECIATION/ AMORTISATION                     (F)

81.210

60.300

15.570

 

 

 

 

 

 

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

40.990

26.190

(125.960)

 

 

 

 

 

Less

TAX                                                                  (H)

8.200

0.000

0.000

 

 

 

 

 

 

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

32.790

26.190

(125.960)

 

 

 

 

 

Add

PREVIOUS YEARS’ BALANCE BROUGHT FORWARD

(211.320)

(237.510)

(111.550)

 

 

 

 

 

 

BALANCE / (LOSS) CARRIED TO THE B/S

(178.530)

(211.320)

(237.510)

 

 

 

 

 

 

EARNINGS IN FOREIGN CURRENCY

 

 

 

 

 

Sales and Services

342.623

80.260

27.176

 

TOTAL EARNINGS

342.623

80.260

27.176

 

 

 

 

 

 

IMPORTS

 

 

 

 

 

Stores & Spares

32.885

76.665

12.007

 

 

Traded Goods

149.378

120.587

82.348

 

 

Capital Goods

52.645

41.295

31.232

 

TOTAL IMPORTS

234.918

238.547

125.587

 

 

 

 

 

 

Earnings / (LOSS) Per Share (Rs.)

5.19

48.88

(242.51)

 

 

KEY RATIOS

 

PARTICULARS

 

 

31.03.2012

31.03.2011

31.03.2010

PAT / Total Income

(%)

2.20
1.88

(14.85)

 

 

 
 

 

Return on Total Assets

(PBT/Total Assets}

(%)

2.00
12.03

(13.57)

 

 

 
 

 

Return on Investment (ROI)

(PBT/Networth)

 

0.02
0.02

(0.17)

 

 

 
 

 

Debt Equity Ratio

(Total Debt /Networth)

 

0.12
0.44

0.71

 

 

 
 

 

Current Ratio

(Current Asset/Current Liability)

 

2.31
5.11

3.03

 

 

LOCAL AGENCY FURTHER INFORMATION

 

DETAILS OF SUNDRY CREDITORS

Rs. In Millions

Particulars

31.03.2012

31.03.2011

31.03.2010

Creditors due small micro enterprises

282.765

0.000

0.000

Creditors due others

 

212.960

114.540

TOTAL

282.765

212.960

114.540

 

 

Sr. No.

Check List by Info Agents

Available in Report (Yes / No)

1]

Year of Establishment

Yes

2]

Locality of the firm

Yes

3]

Constitutions of the firm

Yes

4]

Premises details

No

5]

Type of Business

Yes

6]

Line of Business

Yes

7]

Promoter's background

Yes

8]

No. of employees

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

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 AND OPERATIONAL RESULTS

 

Total Revenue of the Company rose by more than 7 % to Rs. 1493.530 Millions in the financial year 2011-12 from Rs. 1395.530 Millions in financial year 2010-11. Earnings Before Interest, Tax, Depreciation and Amortisation (EBITDA) has changed from Rs. 292.710 Millions in financial year 2010-11 to Rs. 216.130 Millions in financial year 2011-12.

 

 

BUSINESS REVIEW

 

CURRENT YEAR OUTLOOK AND BUSINESS EXPANSION PROGRAMME

 

Air Works continues to maintain its position as the leading provider of aviation services qualified to maintain over 50 aircraft types, for over 100 customers across over 14 maintenance locations. Air Works is India’s only EASA certified MRO with approvals for ATR42/72, Airbus A320 and Boeing B737 Classic/NG series. It also became the first General Aviation MRO to have a EASA certification.

 

The Company continues to expand its OEM relationships and became the Authorized Service Centre for Dassault in the current year in addition to its already existing authorizations for Rockwell Collins, Gulfstream, Bombardier, Honeywell, Agusta Westland, Bell Helicopter, and Superjet International, Hawker Beechcraft and Embrarer. The Company is working on gaining ASF status from Cessna, Willimas and Pratt and Whitney.

 

 

Through its Subsidiary in UK namely, Air Livery Limited., Air Works is one of the world’s largest providers of aircraft paint services. Through its support Air Works commenced the Livery operations for commercial aircrafts in India and successfully completed 14 paint jobs during the year.

 

Also through SA Air Works India Private Limited (joint venture Company promoted by Air Works with Scandinavian Avionics, Denmark), Air Works would provide complete turnkey avionics solutions to commercial and defence Customers in India.

 

 

 

CONTINGENT LIABILITIES (As on 31.03.2012)

 

a) Case is pending in City Civil Court of Mumbai in relation to Demand by Mumbai International Airport Private Limited (MIAL) for license fee @13% of Gross Turnover(GTO) for which the exact amount is not determinable (Previous year-amount not determinable).

 

b) Cases filed by ex-employees and pending with Labour Courts for which the amount is not determinable (Previous year-amount not determinable).

 

c) Dividend on 0.001% Cumulative Convertiable Preference Shares of Rs. 312 (Previous Year Rs. 156)

 

UNSECURED LOAN

Rs. In Millions

Particular

As on

31.03.2012

As on

31.03.2011

Short-Term Borrowings

 

 

Interest free short term loans from directors' relatives

0.725

0.725

Short term inter-corporate deposits

0.000

60.000

Total

0.725

60.725

 

Short term inter corporate deposits carried rate of interest @ 12% p.a., and were repaid during the year

 

 

 

Bankers Charges Report as per Registry

 

Corporate identity number of the company

U74210MH1986PTC040889

Name of the company

AIR WORKS INDIA ENGINEERING PRIVATE LIMITED

Address of the registered office or of the principal place of  business in India of the company

Bombay International Air Port, Gate No. 8, Santacruz, Mumbai - 400 029, Maharashtra, India

Email: ashok.shah@airworks.in

This form is for

Modification of charge

Charge identification (ID) number of the charge to be modified

10354230

Type of charge

Book debts

Movable property (not being pledge)

Others (Current assets, Specified Account, Fixed Deposits)

Particular of charge holder

IDBI Trusteeship Services Limited, Asian Building, Ground Floor, 17, R. Kamani Marg,, Ballard Estate, Mumbai - 400001, Maharashtra, India

itsl@idbitrustee.co.in

Nature of instrument creating charge

Deed of Adherence and Modification dated 21st June, 2012.

Date of instrument Creating the charge

21.06.2012

Amount secured by the charge

Rs.1200.000 Millions

Brief of the principal terms an conditions and extent and operation of the charge

Rate of Interest

14.30% p.a. payable for any interest period

 

Terms of Repayment

Deed of Adherence and Modification dated 21st June, 2012

 

Extent and Operation of the charge

a. Second Charge by way of hypothecation on pari passu basis over borrowers present and future current assets - more particularly described in schedule of the Deed of Hypothecation dated 25th April, 2012

b. First ranking fixed charge over the specified account and the fixed deposits - more particularly described in schedule of the Deed of Hypothecation dated 25th April, 2012.

Short particulars of the property or asset(s) charged (including complete address and location of the property)

a. Second Charge by way of hypothecation on pari passu basis over borrowers present and future current assets - more particularly described in schedule of Deed of Hypothecation dated 25th April, 2012

b. First ranking fixed charge over the specified account and the fixed deposits - more particularly described in schedule of the Deed of Hypothecation dated 25th April, 2012

Date of instrument modifying the charge

23.05.2012

Particulars of the present modification

A loan of Rs.400.000 Millions was received from Religare Finvest Limited on 27th June, 2012. In terms of clause 2.1(d) of Facility Agreement (as amended), the Company has utilized Revolving Facility to prepay an amount of Rs. 200.000 Millions and interest thereon to KKR India Financial Services Private Limited on 27th June, 2012.

 

Therefore, the net amount secured by way of hypothecation stands modified to Rs.1200.000 Millions.

 

FIXED ASSETS

 

  • Computer
  • Furniture and Fixture
  • Leasehold Improvements
  • Office Equipments
  • Tooling and Equipments
  • Vehicles
  • Capital Work in Progress

 

 

AS PER WEBSITE

 

PRESS RELEASES

 

Air Works Makes a Strategic Investment in Dubai based Empire Aviation Group

 

New Delhi, June 18, 2012:Air Works India Engineering Private Limited (Air Works), India’s leading provider of Aviation Services, today announced that it has made a strategic investment in Dubai based private aviation specialist, Empire Aviation Group FZCO (EAG). This move will help Air Works increase its footprint in the Middle East and provide world class aircraft management services to its customers in India.

 

Air Works has funded this strategic investment through a mix of internal accruals and structured debt finance of Rs.1200.000 Millions from KKR and Company L.P. (KKR) a leading global investment firm with deep roots in private equity, diversified capabilities, and an impressive track record.

 

Formed in Dubai in 2007, by the existing management team and co-founders of the company – Paras Dhamecha and Steve Hartley – EAG is a one-stop shop for integrated private aviation services offering aircraft sales, aircraft management, aircraft charter, and aircraft finance and insurance. Today, the company has more than 100 staff and operates one of the region’s largest managed fleets of business jets, with 20 aircraft under management, operating out of Dubai International Airport.

 

Commenting on the partnership, EAG co-founder and Executive Director, Paras Dhamecha said: “Since formation in 2007, EAG has successfully built a strong regional aviation business and grown revenues and profit every year. We have also recently been looking at the exciting potential of the Indian aviation market and opened our first branch office there in 2011. So, we warmly welcome this partnership with Air Works - one of the leading companies in India’s rapidly developing private aviation sector - which will help facilitate our entry into India and allow us to exploit more fully the Indian market opportunity by replicating the full portfolio of aviation services for India that we have successfully developed for the Middle East.” 

 

Vivek N Gour, Managing Director, Air Works added: “In continuation of our long term strategy to add significant capabilities to our service portfolio, Air Works is delighted to announce this strategic investment in Empire Aviation Group, which has created a very impressive track record of achievement in its relatively short history. The company has a great business model, a very experienced management team and a strong reputation within the regional and international industry. We are fully confident that by working closely together, Air Works and EAG can build a strong franchise in the emerging aviation markets of India and the Middle East.” Steve Hartley, co-founder and Executive Director of EAG, further commented: “This partnership with Air Works will help EAG to broaden our business base and service offering in the Middle East and India – and beyond. The timing is absolutely right as the global aviation sector recovers and this move will help accelerate EAG’s growth and development as a regional and international player in private aviation, which has been our mission since we started the company in Dubai, in 2007. Air Works is the leading aviation specialist in India and will provide market knowledge, experience and resources, so this is a very exciting opportunity for EAG.”

 

About Air Works 


Established in 1951, Air Works (www.airworks.in) is the leading provider of aviation services qualified to maintain 50 aircraft types, for over 100 customers across 15 maintenance locations in India. 



Air Works is India’s only EASA certified MRO with approvals for ATR 42/72, Airbus A320, and Boeing 737 Classic/NG series of Aircraft. With a strong network of OEM relationships, Air Works is an Authorized Service Centre for Agusta Westland, Bell Helicopter, Bombardier, Dassault Falcon, Embraer, Garmin, Gulfstream, Hawker Beechcraft, Honeywell and Rockwell Collins.


Through its Air Livery subsidiary, Air Works is one of Europe’s largest providers of aircraft paint services. Also, ‘SA Air Works India’ Air Works joint venture with Scandinavian Avionics, Denmark, provides complete turnkey avionics solutions to both commercial and military customers in India.

 

 

 


CMT REPORT (Corruption, Money Laundering & Terrorism]

 

The Public Notice information has been collected from various sources including but not limited to: The Courts, India Prisons Service, Interpol, etc.

 

1]         INFORMATION ON DESIGNATED PARTY

No exist designating subject or any of its beneficial owners, controlling shareholders or senior officers as terrorist or terrorist organization or whom notice had been received that all financial transactions involving their assets have been blocked or convicted, found guilty or against whom a judgement or order had been entered in a proceedings for violating money-laundering, anti-corruption or bribery or international economic or anti-terrorism sanction laws or whose assets were seized, blocked, frozen or ordered forfeited for violation of money laundering or international anti-terrorism laws.

 

2]         Court Declaration :

No records exist to suggest that subject is or was the subject of any formal or informal allegations, prosecutions or other official proceeding for making any prohibited payments or other improper payments to government officials for engaging in prohibited transactions or with designated parties.

 

3]         Asset Declaration :

No records exist to suggest that the property or assets of the subject are derived from criminal conduct or a prohibited transaction.

 

4]         Record on Financial Crime :

            Charges or conviction registered against subject:                                                           None

 

5]         Records on Violation of Anti-Corruption Laws :

            Charges or investigation registered against subject:                                                        None

 

6]         Records on Int’l Anti-Money Laundering Laws/Standards :

            Charges or investigation registered against subject:                                                        None

 

7]         Criminal Records

No available information exist that suggest that subject or any of its principals have been formally charged or convicted by a competent governmental authority for any financial crime or under any formal investigation by a competent government authority for any violation of anti-corruption laws or international anti-money laundering laws or standard.

 

8]         Affiliation with Government :

No record exists to suggest that any director or indirect owners, controlling shareholders, director, officer or employee of the company is a government official or a family member or close business associate of a Government official.

 

9]         Compensation Package :

Our market survey revealed that the amount of compensation sought by the subject is fair and reasonable and comparable to compensation paid to others for similar services.

 

10]        Press Report :

            No press reports / filings exists on the subject.

 


 

CORPORATE GOVERNANCE

 

MIRA INFORM as part of its Due Diligence do provide comments on Corporate Governance to identify management and governance. These factors often have been predictive and in some cases have created vulnerabilities to credit deterioration.

 

Our Governance Assessment focuses principally on the interactions between a company’s management, its Board of Directors, Shareholders and other financial stakeholders.

 

 

CONTRAVENTION

 

Subject is not known to have contravened any existing local laws, regulations or policies that prohibit, restrict or otherwise affect the terms and conditions that could be included in the agreement with the subject.

 

 

FOREIGN EXCHANGE RATES

 

Currency

Unit

Indian Rupees

US Dollar

1

Rs.53.96

UK Pound

1

Rs.84.49

Euro

1

Rs.72.23

 

 

INFORMATION DETAILS

 

Information Gathered by :

PDT

 

 

Report Prepared by :

NTH

 


 

SCORE & RATING EXPLANATIONS

 

SCORE FACTORS

 

RANGE

POINTS

HISTORY

1~10

4

PAID-UP CAPITAL

1~10

4

OPERATING SCALE

1~10

4

FINANCIAL CONDITION

 

 

--BUSINESS SCALE

1~10

4

--PROFITABILIRY

1~10

3

--LIQUIDITY

1~10

3

--LEVERAGE

1~10

3

--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

NO

--AFFILIATION

YES/NO

YES

--LISTED

YES/NO

NO

--OTHER MERIT FACTORS

YES/NO

YES

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.