MIRA INFORM REPORT
|
Report Date : |
30.05.2013 |
IDENTIFICATION DETAILS
|
Name : |
THE |
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Registered
Office : |
Neville House, J.N. Heredia Marg, Ballard Estate, Mumbai - 400 001, |
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Country : |
India |
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Financials (as
on) : |
31.03.2012 |
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Date of
Incorporation : |
23.08.1879 |
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Com. Reg. No.: |
11-000037 |
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Capital
Investment / Paid-up Capital : |
Rs. 413.100 millions |
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|
CIN No.: [Company Identification
No.] |
L17120MH1879PLC000037 |
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|
TAN No.: [Tax Deduction &
Collection Account No.] |
MUMT00159F/MUMT13249F |
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PAN No.: [Permanent Account No.] |
AAACT2328K |
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Legal Form : |
A Public Limited Liability Company. The Company’s Shares are Listed on
the Stock Exchanges. |
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Line of Business
: |
Manufacturer of
Cloth, Polyester Staple Fibre and Manmade Yarn. |
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No. of Employees
: |
1500 (Approximately) |
RATING & COMMENTS
|
MIRA’s Rating : |
A (64) |
|
RATING |
STATUS |
PROPOSED CREDIT LINE |
|
|
56-70 |
A |
Financial & operational base are regarded healthy. General
unfavourable factors will not cause fatal effect. Satisfactory capability for
payment of interest and principal sums |
Fairly Large |
|
Maximum Credit Limit : |
USD 70000000 |
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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 the main company of Wadia Group. It is a well established
and reputed company having fine track record. General financial position is
good. Trade relations are reported as fair. Payments are reported to be
correct and as per commitments. The company can be considered good for normal 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.
EXTERNAL AGENCY RATING
|
Rating Agency Name |
CARE |
|
Rating |
Long Term Bank facilities = BBB |
|
Rating Explanation |
Moderate degree of safety and moderate credit risk |
|
Date |
12.04.2013 |
|
Rating Agency Name |
CARE |
|
Rating |
Long Term Fund Based Limits = BBB |
|
Rating Explanation |
Moderate degree of safety and moderate credit risk |
|
Date |
12.04.2013 |
|
Rating Agency Name |
CARE |
|
Rating |
Short Term Non Fund Based Limits = A3 |
|
Rating Explanation |
Moderate degree of safety and higher credit risk |
|
Date |
12.04.2013 |
RBI DEFAULTERS’ LIST STATUS
Subject’s name is not enlisted as a defaulter
in the publicly available RBI Defaulters’ list.
EPF (Employee Provident Fund) DEFAULTERS’ LIST STATUS
Subject’s name is not enlisted as a defaulter
in the publicly available EPF (Employee Provident Fund) Defaulters’ list as of
31-03-2012.
INFORMATION PARTED BY (GENERAL DETAILS)
|
Name : |
Ms. Punita |
|
Designation : |
Account Department |
|
Contact No.: |
91-22-66620000 |
|
Date : |
29.05.2013 |
LOCATIONS
|
Registered Office : |
Neville House, J.N. Heredia Marg, Ballard Estate, Mumbai – 400 001, |
|
Tel. No.: |
91-22-66620000 /
22618071 / 4520 / 22693712 / 22655014 / 22657895 |
|
Mobile No.: |
91-9619198877 (Mr. Brajesh Sarda) |
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Fax No.: |
91-22-22615622 /
22655014 / 22614520 / 22653530 |
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E-Mail : |
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Website : |
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Area : |
70000 sq. ft.
(Approximately) |
|
Location : |
Owned |
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Corporate Office : |
C-1, Wadia
International Centre, Pandurang Budhkar Marg, Worli, Mumbai-400 025, |
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Factory 1 : |
Textile
Processing Unit B-28, MIDC Industrial
Area, Ranjangaon, Taluka Shirur, District Pune-412 220, |
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Tel. No.: |
91-21-38232700/
38232800 |
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Fax No.: |
91-21-38232600 |
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Factory 2 : |
PSF Plant A-1, Patalganga Industrial
Area, District Raigad, Taluka Khalapur, |
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Tel. No.: |
952192-251096/103 |
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Fax No.: |
952192-250263 |
DIRECTORS
As on 31.03.2012
|
Name : |
Mr. Nusli N. Wadla |
|
Designation : |
Chairman |
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|
Name : |
Mr. Keshub Mahindra |
|
Designation : |
Director |
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Name : |
Mr. R. N. Tata |
|
Designation : |
Director |
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Name : |
Mr. R. A. Shah |
|
Designation : |
Director |
|
Date of Birth/Age : |
80 Years |
|
Experience : |
A leading Solicitor and a Senior Partner of M/s Crawford Bayley & Company, a firm of Solicitors and Advocates. He specialises in a broad spectrum of corporate laws. Mr. Shah has been a Director on the Board of the Company since December 1979. |
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Other Directorship: |
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Name : |
Mr. S. S. Kelkar |
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Designation : |
Director |
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Qualification : |
M. Com. |
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Date of Appointment : |
09.10.1972 |
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|
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Name : |
Mr. S. Ragothaman |
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Designation : |
Director |
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Date of Birth/Age : |
66 Years |
|
Experience : |
Vast and rich experience in banking with specialization in the areas of project advice, risk assessment and financial management. A Graduate in Commerce and a Fellow Member of the Institute of Chartered Accountants of India, Mr. Ragothaman also offers consultancy services. |
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Other Directorship: |
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Name : |
Mr. A. K. Hirjee |
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Designation : |
Director |
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Name : |
Mr. S. M. Palia |
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Designation : |
Director |
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Date of Birth/Age : |
74 Years |
|
Experience : |
Vast and rich experience in development banking. Retired as Executive Director of IDBI. Was advisor to Industrial Bank of Yemen and Industrial Bank of Sudan under World Bank assistance programmes. Erstwhile M.D. of Kerala Industrial and Technical Consultancy Organization Limited. Founder and Chairman Emeritus of Rashtriya Gramin Vikas Nidhi. A Graduate in Commerce and Law, Mr. Palia also holds the degrees of CAIIB and CIIB (London). |
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Other Directorship: |
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|
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|
Name : |
Ms. Vinita Bali |
|
Designation : |
Director (w.e.f. 30.04.2009) |
|
Date of Birth/Age : |
56 Years |
|
Experience : |
Has worked globally in Marketing and General Management roles in pre eminent multi-nationals like The Coca-Cola Company and Cadbury Schweppes PLC. An MBA from the Jamnalal Bajaj Institute of Management Studies, Mumbai, Ms. Bali pursued her post graduate studies in Business & Economics at Michigan State University. Ms. Bali has rich and diverse experience in packaged foods and beverages industry. She also blends a high quality of Indian and International perspective having lived and worked in UK, Nigeria, South Africa, USA and Chile. She also serves on the Board of NGO’s like Global Alliance for Improved Nutrition (GAIN), Geneva. |
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Other Directorship: |
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|
Name : |
Mr. Ishaat Hussain |
|
Designation : |
Director (w.e.f. 01.06.2010) |
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|
Name : |
Mr. Ness |
|
Designation : |
Joint Managing Director |
|
Qualification : |
M.S.C |
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Date of Appointment : |
01.01.1994 |
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|
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|
Name : |
Mr. Jeh N. Wadia |
|
Designation : |
Director (w.e.f. 01.06.2010) |
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|
Name : |
Mr. Durgesh Mehta |
|
Designation : |
Joint Managing Director and Chief Financial Officer (w.e.f. 01.04.2010) |
KEY EXECUTIVES
|
Name : |
Mr. J.C. Bham |
|
Designation : |
Company Secretary |
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|
|
|
Name : |
Ms. Punita |
|
Designation : |
Account Department |
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|
Name : |
Debashis Poddar |
|
Designation : |
Chief Executive Officer (Textiles) |
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|
Name : |
Dr. S. C. Basu |
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Designation : |
Chief Operating Officer (PSF) |
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|
Name : |
John McNamara |
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Designation : |
Chief Operating Officer (Bombay Realty) |
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Name : |
S. Dasmahapatra |
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Designation : |
Vice-President – Corporate HR |
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Name : |
S. Raja |
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Designation : |
Vice-President – Corporate Accounts and Taxation |
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Name : |
S. K. Tibrewal |
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Designation : |
Vice-President – Commercial (Textiles) |
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Name : |
J. Saxena |
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Designation : |
Vice-President – Exports (Textiles) |
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Name : |
Bhagaban Kar |
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Designation : |
Vice-President – Manufacturing (PSF) |
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Name : |
R. K. Gupta |
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Designation : |
Vice-President – Marketing (PSF) |
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Name : |
J. P. Rathi |
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Designation : |
Vice-President – Commercial (PSF) |
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Name : |
Chandresh Makhija |
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Designation : |
Vice-President – Business Development (Land) |
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Name : |
Ms. Vidya Adsule |
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Designation : |
Vice-President – Legal (Bombay Realty) |
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Name : |
Jyoti Ganguli |
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Designation : |
Vice-President – Sales (Bombay Realty) |
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Name : |
Manish Agrawal |
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Designation : |
Vice-President– Marketing (Bombay Realty) |
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|
Name : |
Ameer Chand |
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Designation : |
Vice-President– Design (Bombay Realty) |
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Name : |
Harsh Verma |
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Designation : |
Vice-President– Business Development (Hotels) |
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Name : |
Nikunj Vyas |
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Designation : |
Vice-President– Regulatory (Bombay Realty) |
MAJOR SHAREHOLDERS / SHAREHOLDING PATTERN
As on 31.03.2013
|
Category of
Shareholder |
No. of Shares |
Percentage of
Holding |
|
|
|
|
|
(A) Shareholding of Promoter and Promoter Group |
|
|
|
|
|
|
|
|
1956928 |
0.96 |
|
|
88242285 |
43.31 |
|
|
1983030 |
0.97 |
|
|
1983030 |
0.97 |
|
|
92182243 |
45.25 |
|
|
|
|
|
|
5278060 |
2.59 |
|
|
10533790 |
5.17 |
|
|
15811850 |
7.76 |
|
Total shareholding of Promoter and Promoter Group (A) |
107994093 |
53.01 |
|
(B) Public Shareholding |
|
|
|
|
|
|
|
|
22118538 |
10.86 |
|
|
271446 |
0.13 |
|
|
10483919 |
5.15 |
|
|
21134750 |
10.37 |
|
|
54008653 |
26.51 |
|
|
|
|
|
|
5456097 |
2.68 |
|
|
|
|
|
|
32329880 |
15.87 |
|
|
2691255 |
1.32 |
|
|
1252997 |
0.62 |
|
|
137910 |
0.07 |
|
|
1081221 |
0.53 |
|
|
18466 |
0.01 |
|
|
15400 |
0.01 |
|
|
41730229 |
20.48 |
|
Total Public shareholding (B) |
95738882 |
46.99 |
|
Total (A)+(B) |
203732975 |
100.00 |
|
(C) Shares held by Custodians and against which Depository
Receipts have been issued |
0 |
0.00 |
|
|
2725000 |
0.00 |
|
|
76925 |
0.00 |
|
|
2801925 |
0.00 |
|
Total (A)+(B)+(C) |
206534900 |
0.00 |
Shareholding belonging
to the category "Promoter and Promoter Group"
|
Sl.No. |
Name of the
Shareholder |
Details of Shares held |
Encumbered shares (*) |
Total shares (including underlying shares
assuming full conversion of warrants and convertible securities) as a % of
diluted share capital |
|||
|
|
|
No. of Shares held |
As a % of grand total (A)+(B)+(C) |
No |
As a percentage |
As a % of |
|
|
1 |
Maureen Nusli Wadia Jtly With Nusli N Wadia |
1,80,180 |
0.09 |
0 |
0.00 |
0.00 |
0.09 |
|
2 |
Jehangir Nusli Wadia |
1,59,000 |
0.08 |
0 |
0.00 |
0.00 |
0.08 |
|
3 |
Ness Nusli Wadia |
11,51,918 |
0.56 |
0 |
0.00 |
0.00 |
0.56 |
|
4 |
Ness Nusli Wadia |
67,500 |
0.03 |
23000 |
34.07 |
0.01 |
0.03 |
|
5 |
Maureen Nusli Wadia |
19,750 |
0.01 |
0 |
0.00 |
0.00 |
0.01 |
|
6 |
Maureen Nusli Wadia |
3,78,080 |
0.18 |
0 |
0.00 |
0.00 |
0.18 |
|
7 |
N N Wadia Admin of Estate of LT E F Dinshaw |
500 |
0.00 |
0 |
0.00 |
0.00 |
0.00 |
|
8 |
Bombay Burmah Trading Corporation Limited |
2,96,44,375 |
14.35 |
0 |
0.00 |
0.00 |
14.35 |
|
9 |
Jehreen Investments Limited |
1,27,39,725 |
6.17 |
1500500 |
11.78 |
0.73 |
6.17 |
|
10 |
Lochness Investments Limited |
88,24,500 |
4.27 |
4137500 |
46.89 |
2.00 |
4.27 |
|
11 |
Nowrosjee Wadia & Sons Limited |
55,86,070 |
2.70 |
1645000 |
29.45 |
0.80 |
2.70 |
|
12 |
N W Exports Limited |
2,77,71,550 |
13.45 |
200000 |
0.72 |
0.10 |
13.45 |
|
13 |
National Peroxide Limited |
14,89,700 |
0.72 |
0 |
0.00 |
0.00 |
0.72 |
|
14 |
Gherzi Eastern Investments Limited |
4,19,750 |
0.20 |
0 |
0.00 |
0.00 |
0.20 |
|
15 |
Macrofil Investment Limited |
4,09,700 |
0.20 |
0 |
0.00 |
0.00 |
0.20 |
|
16 |
Naperol Investments Limited |
4,06,200 |
0.20 |
0 |
0.00 |
0.00 |
0.20 |
|
17 |
Dental Products of India Limited |
2,64,900 |
0.13 |
0 |
0.00 |
0.00 |
0.13 |
|
18 |
Gherzi Eastern Limited |
1,95,460 |
0.09 |
0 |
0.00 |
0.00 |
0.09 |
|
19 |
Lotus Viniyog Limited |
1,44,690 |
0.07 |
0 |
0.00 |
0.00 |
0.07 |
|
20 |
N W Exports Limited |
1,35,815 |
0.07 |
0 |
0.00 |
0.00 |
0.07 |
|
21 |
Havenkores Real Estates Private Limited |
1,22,640 |
0.06 |
0 |
0.00 |
0.00 |
0.06 |
|
22 |
Afco Industrial & Chemicals Limited |
59,660 |
0.03 |
0 |
0.00 |
0.00 |
0.03 |
|
23 |
Nessville Trading Private Limited |
24,550 |
0.01 |
0 |
0.00 |
0.00 |
0.01 |
|
24 |
Botanium Limited |
500 |
0.00 |
0 |
0.00 |
0.00 |
0.00 |
|
25 |
Go Airlines India Private Limited |
500 |
0.00 |
0 |
0.00 |
0.00 |
0.00 |
|
26 |
Go INV & Trading Private Limited |
500 |
0.00 |
0 |
0.00 |
0.00 |
0.00 |
|
27 |
Nidhivan INV & Trading Company Private Limited |
500 |
0.00 |
0 |
0.00 |
0.00 |
0.00 |
|
28 |
Heera Holding & Leasing Private Limited |
500 |
0.00 |
0 |
0.00 |
0.00 |
0.00 |
|
29 |
Sahara Investments Private Limited |
500 |
0.00 |
0 |
0.00 |
0.00 |
0.00 |
|
30 |
Nusli Neville Wadia ( Trust A/c) |
16,65,500 |
0.81 |
0 |
0.00 |
0.00 |
0.81 |
|
31 |
Nusli Neville Wadia ( Trust A/c) |
1,80,530 |
0.09 |
0 |
0.00 |
0.00 |
0.09 |
|
32 |
Nusli Neville Wadia ( Trust A/c) |
1,37,000 |
0.07 |
0 |
0.00 |
0.00 |
0.07 |
|
33 |
Diana Claire Wadia |
18,54,040 |
0.90 |
0 |
0.00 |
0.00 |
0.90 |
|
34 |
Nusli Wadia |
13,10,020 |
0.63 |
0 |
0.00 |
0.00 |
0.63 |
|
35 |
Estate of SMT Bachoobhai Woronzow |
8,14,030 |
0.39 |
0 |
0.00 |
0.00 |
0.39 |
|
36 |
Nusli Neville Wadia |
5,67,100 |
0.27 |
0 |
0.00 |
0.00 |
0.27 |
|
37 |
Dina Neville Wadia |
4,58,220 |
0.22 |
0 |
0.00 |
0.00 |
0.22 |
|
38 |
Elizabeth Anne Guhl |
2,25,000 |
0.11 |
0 |
0.00 |
0.00 |
0.11 |
|
39 |
Nusli Neville Wadia Jtly With Maureen N Wadia |
49,650 |
0.02 |
0 |
0.00 |
0.00 |
0.02 |
|
40 |
Ben Nevis Investments Limited |
1,02,83,790 |
4.98 |
0 |
0.00 |
0.00 |
4.98 |
|
41 |
Newpoint Enterprises Limited |
2,50,000 |
0.12 |
0 |
0.00 |
0.00 |
0.12 |
|
|
Total |
10,79,94,093 |
52.29 |
7506000 |
6.95 |
3.63 |
52.29 |
Shareholding
belonging to the category "Public" and holding more than 1% of the
Total No. of Shares
|
Sl. No. |
Name of the
Shareholder |
No. of Shares held |
Shares as % of Total
No. of Shares |
Total shares
(including underlying shares assuming full conversion of warrants and
convertible securities) as a % of diluted share capital |
|
|
|
|
|
|
|
1 |
Reliance Capital Trustee Company Ltd A/c. Reliance Growth Fund |
11869785 |
5.75 |
5.75 |
|
2 |
Government Pension Fund Global |
8376745 |
4.06 |
4.06 |
|
3 |
Life Insurance Corporation of India |
8281925 |
4.01 |
4.01 |
|
4 |
DSP Blackrock Equity Funds |
3394981 |
1.64 |
1.64 |
|
5 |
DSP Blackrock Small & Mid Cap Fund |
3183320 |
1.54 |
1.54 |
|
6 |
Citybank N A New York Nyadr Department |
2784670 |
1.35 |
1.35 |
|
7 |
Oriental Insurance Company Limited |
2201494 |
1.07 |
1.07 |
|
|
Total |
40092920 |
19.41 |
19.4 |
Shareholding
belonging to the category "Public" and holding more than 5% of the
Total No. of Shares
|
Sl. No. |
Name(s) of the
shareholder(s) and the Persons Acting in Concert (PAC) with them |
No. of Shares |
Shares as % of
Total No. of Shares |
Total shares (including
underlying shares assuming full conversion of warrants and convertible
securities) as a % of diluted share capital |
|
|
|
|
|
|
|
1 |
Reliance Capital Trustee Company Limited A/c. Reliance Growth Fund |
11869785 |
5.75 |
5.75 |
|
|
Total |
11869785 |
5.75 |
5.75 |
Details of Locked-in
Shares
|
Sl. No. |
Name of the
Shareholder |
No. of Shares |
Locked-in Shares as
% of |
|
1 |
N W Exports Limited |
96,50,000 |
4.67 |
|
2 |
Jehreen Investments Private Limited |
38,00,000 |
1.84 |
|
|
Total |
1,34,50,000 |
6.5 |
Details of Depository
Receipts (DRs)
|
No. |
Type of Outstanding
DR (ADRs, GDRs, SDRs, etc.) |
No. of Outstanding
DRs |
No. of Shares
Underlying |
|
1 |
GDRs |
28,01,925 |
28,01,925 |
|
|
Total |
28,01,925 |
28,01,925 |
Holding
of Depository Receipts (DRs), where underlying shares held by
'promoter/promoter group' are in excess of 1% of the total number of shares.
|
l. No. |
Name of the DR
Holder |
Type of Outstanding
DR (ADRs, GDRs, SDRs, etc.) |
No. of Shares |
|
1 |
Naira Holdings Limited |
GDRs |
27,25,000 |
|
|
Total |
|
27,25,000 |
BUSINESS DETAILS
|
Line of Business : |
Manufacturer of
Cloth, Polyester Staple Fibre and Manmade Yarn. |
||||||||
|
|
|
||||||||
|
Products : |
|
PRODUCTION STATUS (AS ON 31.03.2011)
|
Particulars |
Unit |
Licensed
Capacity |
Installed
Capacity |
Actual
Production |
|
Spindles |
Qty |
235132 |
60.00 |
-- |
|
Looms |
Qty |
3826 |
165000 |
-- |
|
M. Tons of non woven fabrics per annum |
Qty |
246 |
-- |
-- |
|
Packed
Production |
|
|
|
|
|
Cloth |
Lac Mts. |
-- |
-- |
281.03 |
|
PSF |
M. Tons |
-- |
-- |
156309.28 |
|
PET – Chips |
M. Tons |
-- |
-- |
466.40 |
|
Wastes –PSF |
M. Tons |
-- |
-- |
3024.27 |
GENERAL INFORMATION
|
No. of Employees : |
1500 (Approximately) |
|||||||||||||||||||||||||||
|
|
|
|||||||||||||||||||||||||||
|
Bankers : |
|
|||||||||||||||||||||||||||
|
|
|
|||||||||||||||||||||||||||
|
Facilities : |
(Rs. in Millions)
Nature of Security
and terms of repayment of secured borrowing: i) Term Loans aggregating Rs. 1119.200 Millions are secured by first pari passu charge on the Company’s existing as well as future fixed assets at Textile Processing Unit at Ranjangaon and the Polyester Division at Patalganga other than fixed assets charged exclusively to term lenders. Repayable in quarterly instalments over a period of 2 to 7 years. ii) Term loan amounting to Rs. 130.000 Millions is secured by first pari passu charge on the Company’s existing as well as future assets of Polyester Division at Patalganga [excluding assets on lease basis, vehicles, furnitures and fixed assets charged exclusively to term lenders]. Repayable in one year. iii) Term loan amounting to Rs. 166.900 is secured by first pari passu charge on the fixed assets of the Company at Polyester Division at Patalganga. Repayable in half yearly instalments over 3 years. iv) Term loans aggregating Rs. 3750.000 Millions is secured by first pari passu charge over part of the land of the Company at Textile Mills at Mumbai admeasuring upto 89,941.07 square metres and plant and machinery, buildings and structures thereon. Repayable in quarterly instalments over a period of 1 to 3 years. v) Term loan of Rs. 1250.000 Millions is secured by first pari passu charge over part of the land of the Company at Spring Mills at Mumbai admeasuring 46,442.13 square metres and buildings and structures thereon. Repayable in one year. vi) Term loan amounting to Rs.1500.000 Millions is to be secured by first pari passu charge on Company’s plant and machinery at Textile Processing unit at Ranjangaon and the Polyester Division at Patalganga. Repayable in annual instalments over 3 years. vii) Term loan amounting to Rs.1000.000 Millions is to be secured by first pari passu charge over part of the land of the Company at Textile Mills at Mumbai. Repayable in quarterly instalments over 3 years. viii) Term Loans aggregating Rs.NIL were secured by first pari passu charge over part of the land of the Company at Mumbai admeasuring 30,006.90 square metres and buildings and structures thereon. ix) Term Loan amounting to Rs.NIL was secured by exclusive charge on the specific fixed assets of the Company at Textile Processing Unit at Ranjangaon. Nature of Security
for Short term borrowings (i) Working Capital loans of Rs. 926.600 Millions and Buyer’s Credit amounting to Rs. 1929.400 Millions from banks under consortium arrangement is secured by hypothecation of present and future stocks, book debts and other current assets on pari passu basis and a second charge over part of the land of the Company at Textile Mills at Mumbai admeasuring 89,819.85 square metres and plant and machinery and buildings thereon on pari passu basis. (ii) Buyer’s Credit aggregating Rs. 498.200 Millions is secured by first pari passu charge on land of the Company at Spring Mills at Mumbai admeasuring 46,442.13 square metres and aggregating Rs. 235.500 is secured by first pari passu charge on land of the Company at Spring Mills at Mumbai admeasuring 30,006.90 square metres and buildings and erections thereon. (iii) Short term loan from bank amounting to Rs. Nil was secured by first pari passu charge over part of the land of the Company at Textile Mills at Mumbai admeasuring 89,819.85 square metres and Plant and Machinery and buildings and structures thereon. |
|
|
|
|
Banking
Relations : |
-- |
|
|
|
|
Auditors : |
|
|
Name : |
Kalyaniwalla and Mistry Chartered Accountants |
|
Address : |
Kalpataru Heritage, 127, Mahatma Gandhi
Road, Mumbai – 400001, Maharashtra, India |
|
Tel. No.: |
91-22-61587200 |
|
Fax No.: |
91-22-22673964 |
|
|
|
|
Advocates and Solicitors : |
|
|
|
|
|
Subsidiary Company
: |
BDS Urban Infrastructure Private Limited (Upto 11th March 2011) |
|
|
|
|
Associate Companies: |
|
|
|
|
|
Joint Venture
Companies: |
|
|
|
|
|
Co- venture : |
Batra Group |
|
|
|
|
Entities over which
key management personnel and their relatives exercise significant influence: |
|
CAPITAL STRUCTURE
As on 31.03.2012
Authorised Capital :
|
No. of Shares |
Type |
Value |
Amount |
|
|
|
|
|
|
50000000 |
Equity Shares |
Rs.10/- each |
Rs.500.000 Millions |
|
|
|
|
|
Issued, Subscribed & Paid-up Capital :
|
No. of Shares |
Type |
Value |
Amount |
|
|
|
|
|
|
41306980 |
Equity Shares |
Rs.10/- each |
Rs. 413.100 Millions |
|
|
|
|
|
Reconciliation of the shares outstanding
at the beginning and at the end of the reporting period
|
Equity shares |
31.03.2012 |
|
|
|
Numbers |
Rs. In millions |
|
At the beginning of the period |
40,546,980 |
405.500 |
|
Add:
Shares issued on exercise of warrants to promoters |
760,000 |
7.600 |
|
Outstanding at the end of the
period |
41,306,980 |
413.100 |
Rights,
preferences and restrictions attached to Equity shares
The company has one class of equity shares having a par value of ` 10 per share. Each shareholder is eligible for one vote per share held. The dividend 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, the equity shareholders are eligible to receive the remaining assets of the Company after distribution of all preferential amounts, in proportion to their shareholding.
Details of shareholders holding more
than 5% shares in the company
|
Equity shares |
31.03.2012 |
|
|
|
Numbers |
% holding |
|
The Bombay Burmah Trading
Corporation Limited |
5,928,875 |
14.35 |
|
N.W.
Exports Limited |
5,554,310 |
13.45 |
|
Perman
Projects Supports Limited |
- |
- |
|
Jehreen
Investments Limited |
2,547,945 |
6.17 |
|
Reliance
Capital Trustee Company Limited |
2,343,957 |
5.67 |
|
Life
Insurance Corporation of India |
- |
- |
|
Ben
Nevis Investment Limited |
- |
- |
|
|
16,375,087 |
39.64 |
Shares held in
Abeyance
Under orders from the Special Court (Trial of Offences relating to Transactions in Securities) Act, 1992, - the allotment against 928 (2010-11- 928) warrants carrying rights of conversion into equity shares of the Company has been kept in abeyance in accordance with section 206A of the Companies Act, 1956, till such time as the title of the bonafide owner is certified by the concerned Stock Exchanges.
Shares alloted
on exercise of warrants
The Company had on 21st July, 2010 allotted 39,57,000 warrants on preferential basis to a Company in the promoter group. In accordance with the terms of issue, 19,30,000 warrants were subscribed for conversion in March 2011, and equivalent equity shares issued. Further, 20,27,000 warrants were exercisable with option to subscribe to equivalent number of equity shares of Rs. 10 each, on or after 1st April, 2011 but not later than 18 months from the date of issue of the warrants, in terms of Chapter VII of SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2009 (“the Regulations”).
In January, 2012, 7,60,000 warrants were exercised for conversion into equity shares as per the terms of the allotment of the warrants and 7,60,000 equity shares were allotted on 30th January, 2012 to the promoter group company. The balance 12,67,000 warrants lapsed due to non-exercise of the conversion into equity shares and the amount aggregating Rs. 167.100 millions was forfeited in terms of the SEBI(DIP) Guidelines and conditions attached to the warrants. The forfeited amount of Rs. 167.100 millions has been credited to Capital Reserve.
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 |
413.100 |
405.400 |
386.100 |
|
|
2] Share Warrants |
0.000 |
267.500 |
0.000 |
|
|
3] Reserves & Surplus |
17510.900 |
10609.000 |
1717.400 |
|
|
4] (Accumulated Losses) |
0.000 |
0.000 |
0.000 |
|
|
NETWORTH |
17924.000 |
11281.900 |
2103.500 |
|
|
LOAN FUNDS |
|
|
|
|
|
1] Secured Loans |
7607.400 |
7449.600 |
16119.700 |
|
|
2] Unsecured Loans |
559.000 |
773.400 |
1631.400 |
|
|
TOTAL BORROWING |
8166.400 |
8223.000 |
17751.100 |
|
|
DEFERRED TAX LIABILITIES |
0.000 |
0.000 |
0.000 |
|
|
|
|
|
|
|
|
TOTAL |
26090.400 |
19504.900 |
19854.600 |
|
|
|
|
|
|
|
|
APPLICATION OF FUNDS |
|
|
|
|
|
|
|
|
|
|
|
FIXED ASSETS [Net Block] |
9294.200 |
8973.300 |
9521.800 |
|
|
Capital work-in-progress |
443.800 |
32.000 |
24.700 |
|
|
Incidental expenditure relating to construction/ development |
576.600 |
1933.200 |
2059.200 |
|
|
|
|
|
|
|
|
INVESTMENT |
559.600 |
601.900 |
601.900 |
|
|
DEFERREX TAX ASSETS |
0.000 |
0.000 |
0.000 |
|
|
|
|
|
|
|
|
CURRENT ASSETS, LOANS & ADVANCES |
|
|
|
|
|
|
Inventories |
15497.300
|
10317.200
|
1442.400
|
|
|
Sundry Debtors |
1375.900
|
1198.500
|
6345.700
|
|
|
Cash & Bank Balances |
333.200
|
210.200
|
338.900
|
|
|
Other Current Assets |
5351.400
|
734.800
|
6.400
|
|
|
Loans & Advances |
2451.900
|
2755.400
|
2782.200
|
|
Total
Current Assets |
25009.700
|
15216.100
|
10915.600 |
|
|
Less : CURRENT
LIABILITIES & PROVISIONS |
|
|
|
|
|
|
Sundry Creditors |
3380.600
|
1885.800
|
2340.100
|
|
|
Other Current Liabilities |
6090.400
|
5112.800
|
758.500
|
|
|
Provisions |
322.500
|
253.000
|
170.000
|
|
Total
Current Liabilities |
9793.500
|
7251.600
|
3268.600 |
|
|
Net Current Assets |
15216.200
|
7964.500
|
7647.000
|
|
|
|
|
|
|
|
|
MISCELLANEOUS EXPENSES |
0.000 |
0.000 |
0.000 |
|
|
|
|
|
|
|
|
TOTAL |
26090.400 |
19504.900 |
19854.600 |
|
PROFIT & LOSS
ACCOUNT
|
|
PARTICULARS |
31.03.2012 |
31.03.2011 |
31.03.2010 |
|
|
|
SALES |
|
|
|
|
|
|
|
Income |
22308.100 |
18592.400 |
10918.600 |
|
|
|
Other Income |
545.500 |
522.200 |
428.200 |
|
|
|
TOTAL (A) |
22853.600 |
19114.600 |
16856.000 |
|
|
|
|
|
|
|
|
Less |
EXPENSES |
|
|
|
|
|
|
|
Cost of materials consumed |
12637.200 |
11159.400 |
|
|
|
|
Purchases of Stock-in-Trade |
1181.400 |
965.600 |
|
|
|
|
Changes in inventories of finished goods, work-in-progress and Stock-in-Trade |
(5181.100) |
(8503.200) |
13964.100 |
|
|
|
Employee benefits expenses |
834.800 |
672.200 |
|
|
|
|
Other expenses |
10213.200 |
12144.500 |
|
|
|
|
TOTAL (B) |
19685.500 |
16438.500 |
13964.100 |
|
|
|
|
|
|
|
|
Less |
PROFIT
BEFORE INTEREST, TAX, DEPRECIATION AND AMORTISATION (A-B) (C) |
3168.100 |
2676.100 |
2891.900 |
|
|
|
|
|
|
|
|
|
Less |
FINANCIAL
EXPENSES (D) |
1805.700 |
1791.600 |
2074.600 |
|
|
|
|
|
|
|
|
|
|
PROFIT
BEFORE TAX, DEPRECIATION AND AMORTISATION (C-D) (E) |
1362.400 |
884.500 |
817.300 |
|
|
|
|
|
|
|
|
|
Less/ Add |
DEPRECIATION/
AMORTISATION (F) |
613.900 |
620.800 |
595.400 |
|
|
|
|
|
|
|
|
|
|
PROFIT / (LOSS)
BEFORE TAX (E-F) (G) |
748.500 |
263.700 |
221.900 |
|
|
|
|
|
|
|
|
|
Less |
TAX (H) |
155.000 |
49.800 |
37.700 |
|
|
|
|
|
|
|
|
|
|
PROFIT / (LOSS)
AFTER TAX (G-H) (I) |
593.500 |
213.900 |
184.200 |
|
|
|
|
|
|
|
|
|
Add |
PREVIOUS
YEARS’ BALANCE BROUGHT FORWARD |
244.200 |
216.600 |
163.400 |
|
|
|
|
|
|
|
|
|
Less |
APPROPRIATIONS |
|
|
|
|
|
|
|
Proposed dividend |
206.600 |
141.900 |
96.600 |
|
|
|
Additional income-tax on distributed profits |
33.600 |
23.000 |
16.000 |
|
|
|
Transferred to general reserve |
59.300 |
21.400 |
18.400 |
|
|
BALANCE CARRIED
TO THE B/S |
538.200 |
244.200 |
216.600 |
|
|
|
|
|
|
|
|
|
|
EARNINGS IN
FOREIGN CURRENCY |
|
|
|
|
|
|
|
Export of goods calculated on FOB basis |
2401.300 |
2490.000 |
1470.800 |
|
|
|
Reimbursement of insurance and freight on exports |
63.900 |
91.700 |
54.900 |
|
|
|
Local sales for exports |
0.000 |
360.800 |
461.500 |
|
|
|
|
0.000 |
7.400 |
37.200 |
|
|
TOTAL EARNINGS |
2465.200 |
2949.900 |
2024.400 |
|
|
|
|
|
|
|
|
|
|
IMPORTS |
|
|
|
|
|
|
|
Raw Materials |
8313.300 |
6204.400 |
4050.800 |
|
|
|
Stores & Spares |
146.200 |
721.700 |
95.500 |
|
|
|
Capital Goods |
6.800 |
8.800 |
13.000 |
|
|
TOTAL IMPORTS |
8466.300 |
6934.900 |
4159.300 |
|
|
|
|
|
|
|
|
|
|
Earnings Per
Share (Rs.) |
14.59 |
5.54 |
4.77 |
|
QUARTERLY RESULTS
|
PARTICULARS |
30.06.2012 |
30.09.2012 |
31.12.2012 |
|
Type |
1st Quarter |
2nd Quarter |
3rd Quarter |
|
Net Sales |
4871.800 |
5042.700 |
4806.100 |
|
Total Expenditure |
4648.900 |
4909.000 |
4574.200 |
|
PBIDT (Excl OI) |
222.900 |
133.700 |
231.900 |
|
Other Income |
108.600 |
185.000 |
74.300 |
|
Operating Profit |
331.500 |
318.700 |
306.200 |
|
Interest |
454.600 |
444.000 |
422.600 |
|
Exceptional Items |
0.000 |
0.000 |
0.000 |
|
PBDT |
(123.100) |
(125.300) |
(116.400) |
|
Depreciation |
151.900 |
152.100 |
152.200 |
|
Profit Before Tax |
(275.000) |
(277.400) |
(268.600) |
|
Tax |
0.000 |
0.000 |
0.000 |
|
Provisions and contingencies |
0.000 |
0.000 |
0.000 |
|
Profit After Tax |
(275.000) |
(277.400) |
(268.600) |
|
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 |
(275.000) |
(277.400) |
(268.600) |
KEY RATIOS
|
PARTICULARS |
|
31.03.2012 |
31.03.2011 |
31.03.2010 |
|
PAT / Total Income |
(%) |
2.60
|
1.12
|
1.09 |
|
|
|
|
|
|
|
Net Profit Margin (PBT/Sales) |
(%) |
3.36
|
1.42
|
2.03 |
|
|
|
|
|
|
|
Return on Total Assets (PBT/Total Assets} |
(%) |
2.18
|
1.09
|
1.09 |
|
|
|
|
|
|
|
Return on Investment (ROI) (PBT/Networth) |
|
0.04
|
0.02
|
0.10 |
|
|
|
|
|
|
|
Debt Equity Ratio (Total Debt/Networth) |
|
0.46
|
0.73
|
8.44
|
|
|
|
|
|
|
|
Current Ratio (Current Asset/Current Liability) |
|
2.55
|
2.10
|
3.34
|
LOCAL AGENCY FURTHER INFORMATION
DETAILS OF SUNDRY
CREDITOR
Rs.
In Millions
|
Particular |
31.03.2012 |
31.03.2011 |
31.03.2010 |
|
|
|
|
|
|
Acceptances |
1018.300 |
0.000 |
|
|
Other Creditors |
2362.300 |
1885.80 |
|
|
Total |
3380.600 |
1885.800 |
2340.100 |
|
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 |
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 |
No |
DETAILS OF LITIGATION
|
HIGH COURT OF BOMBAY |
|||||||
|
Bench:- Bombay |
|||||||
|
Stamp No:- |
CAAST/12581/2013 |
Failing Date:- |
22/04/2013 |
Reg. No.:- |
AO/477/2013 |
Reg. Date:- |
30/04/2013 |
|
|
|||||||
|
|
Main Matter |
|
|||||
|
Stamp No.:- |
AOST/12579/2013 |
Reg. No.:- |
AO/477/2013 |
||||
|
Petitioner:- |
NAPEROL TOWER CONDOMINIUM |
Respondent:- |
THE BOMBAY DYEING AND MANUFACTURING COMPANY LIMITED |
||||
|
Petn.Adv:- |
DARU SHAH AND COMPANY |
||||||
|
District:- |
MUMBAI |
||||||
|
|
|||||||
|
Bench:- |
Single |
Category:- |
-- |
||||
|
Status:- |
Pre-Admission |
Stage:- |
FOR ADMISSION - CIRCULATION (CIVIL SIDE MATTERS) |
||||
|
Last Date:- |
10/06/2013 |
|
|||||
|
Last Coram:- |
ACCORDING TO SITTING LIST |
||||||
|
|
|
||||||
|
Act:- |
C.P.C.- (Interlocutory Order) |
||||||
COMPANY RESULTS AND
DIVIDEND:
The Company’s turnover for the year rose to Rs. 24030.000 Millions from Rs. 20140.000 Millions in the previous year, registering a growth of 19.3%. The revenue from Real Estate Division rose sharply from Rs. 2400.000 Millions in the previous year to Rs. 5750.000 Millions in the current year. The Textile Division registered a growth of 10% with a turnover of Rs. 4390.000 Millions as compared to Rs. 3990.000 Millions in the previous year. Polyester Staple Fibre (PSF) Division registered a turnover of Rs. 13810.000 Millions compared to Rs. 13690.000 Millions in the previous year.
The EBITDA for the year at Rs. 3170.000 Millions improved by 18.3% from Rs. 2680.000 Millions in the previous year. The interest cost at Rs. 1810.000 Millions remained flat compared to Rs. 1790.000 Millions, despite a significant increase in the interest rate environment through judicious fund management.
The Company earned Profit before Tax of Rs. 748.500 Millions compared to Rs. 263.700 Millions in the previous year. The Profit after Tax for the current year was Rs. 593.500 Millions as against Rs. 213.900 Millions in the previous year.
The Directors recommend a dividend of Rs. 5/- per share for the year ended 31st March, 2012, to be paid, if declared by the members at the ensuing Annual General Meeting, as compared to dividend of Rs. 3.50 per share paid in the previous year.
REAL ESTATE DIVISION:
The revenue from real estate activity was Rs. 5750.000 Millions as compared to Rs. 2400.000 Millions in the previous year. The operating profit for the year was Rs. 2690.000 Millions as against Rs. 880.000 Millions in the previous year.
During the year, the Company’s Realty Division was re-launched to operate under the name of ‘Bombay Realty’ (BR). Bombay Realty will launch and execute new projects under this brand.
Bombay Realty launched the ‘Island City Centre’ (ICC) in FY12 on the Company’s land at Spring Mills in Mumbai. During FY 2011-12, the Company launched two high-rise luxury residential towers (‘One ICC ‘and ‘Two ICC’).
Further, the handing over of the apartments at the premium residential tower has been substantially completed. Besides, Bombay Realty has begun the construction of a high-end luxury retail space (‘The Plaza’) at the 25-acre textile mills at Worli, as the ‘Wadia International Center’ (WIC). The retail space will have leading luxury brands.
The Division Bench of the Bombay High Court has dismissed the Writ Petition filed by the Company for quashing and setting aside the stop work notices issued by the MCGM pursuant to the direction of the Monitoring Committee established under DCR58(9). The Stop Work notices were directed on the basis that the Company had not surrendered lands to MCGM and MHADA as per the provisions of DCR 58(1)(b) r/w Note (vii). Although the Bench dismissed the Writ Petition, it has continued the interim order passed till 31st July, 2012 to enable the Company to appeal. The Company proposes to challenge the same before the Supreme Court. The directors believe that irrespective of the outcome, the Company’s development plans are not likely to be affected.
TEXTILE DIVISION:
The overall turnover grew by 10% from Rs. 3990.000 Millions to Rs. 4390.000 Millions led by the domestic retail business while the average realization rose by 15% due to improved mix as also increase in prices. However, sales meterage dropped by 6% due to weaker consumer sentiments at retail level in the second half of the year. Exports turnover remained flat at Rs. 380.000 Millions, while the meterage declined by 29% due to sluggish market conditions in USA and Europe.
The Division has made a significant improvement at operating level in the current year by achieving an operating profit of Rs. 90.000 Millions as compared to operating loss of Rs. 210.000 Millions in the previous year. This was possible due to strengthening of product mix as well as improved realisation.
POLYESTER DIVISION:
The division achieved a turnover of Rs. 13810.000 Millions during the year as compared to Rs. 13690.000 Millions in the previous year. There was a sharp fall in cotton prices compared to previous year which led to a large number of spinners switching away from PSF, thereby adversely impacting the volume. Overall market for PSF declined by 13%, while the Company’s volumes were lower by 11%. The Company achieved an average capacity utilisation of 84% as compared to 94% in the previous year.
The margins were adversely impacted due to a sharp increase in the raw material prices in the backdrop of escalating crude oil prices, adverse impact of rupee depreciation and sharp increase in conversion cost due to over 100% increase in natural gas price, during the second half of the year. As a result, the division achieved breakeven compared to profit of Rs. 1500.000 Millions in the previous year.
MANAGEMENT DISCUSSION
AND ANALYSIS
REAL ESTATE BUSINESS
INDUSTRY STRUCTURE
AND DEVELOPMENTS
The preceding 12 months have witnessed sluggish activity in Mumbai’s real estate market, primarily owing to slow regulatory approvals, limiting the number of new launches, and thereby restricted supply of new projects in the market.
Mumbai’s property prices continued to increase marginally, due to the limited supply in the aforesaid period. However, many potential buyers who had postponed their purchase in anticipation of declining prices have gone ahead with their purchase decision before the closure of the financial year.
At higher prices, the demand appears to be modest, especially in Central Mumbai where the Company’s land parcels are located. Elevated interest rates on home loans have continued to impact demand adversely. However, a silver lining was the introduction of the amended Development Control Regulations (DCR) for Mumbai. It seeks to create a level playing field for developers and reduce the period for scrutiny and approvals of real-estate projects. This, in turn, will enable the Company to accelerate construction as well as the marketing/sales processes.
TEXTILE BUSINESS
INDUSTRY STRUCTURE
AND DEVELOPMENTS
Textile Industry contributes nearly 14% of the total Industrial Production of the country and also contributes 3% to the GDP of the country. The country earns about 27% of its foreign exchange through textile export. Considering the slow global economic recovery so far, there is a need to improve competitiveness of the sector in the global market.
Within textile, ‘Home Textile’ market is estimated at over Rs. 100000.000 Millions. Of this, the organized sector accounts for under 10%. The Home Textile category is expected to grow at 8% p.a. and the share of organized sector is expected to improve.
The emergence of strong modern trade and rapidly growing large format stores is expected to help upgradation of the market and also aid growth of organized sector players.
With a view to spur the growth of the Industry, Maharashtra Government has recently introduced several incentives which are expected to spur the growth of industry in the state.
POLYESTER BUSINESS
INDUSTRY STRUCTURE
AND DEVELOPMENTS
Polyester Staple Fibre (PSF) is produced from two major petrochemical intermediates, Purified Terephthalic Acid (PTA) and Mono Ethylene Glycol (MEG), and is used as substitute for cotton to manufacture spun yarns, either wholly with polyester or blended with cotton or with viscose staple fibre (VSF).There are three major producers of PSF in the country. While the market leader is fully vertically integrated, the other two producers including the Company are stand alone PSF manufacturers.
Internationally, over 60% of global PSF capacity is located in China. Being the largest importer and consumer of cotton as well, China thus has a dominant influence on polyester and downstream textile industries.
The domestic PSF business saw a sharp reduction in volume and realisation especially from Q2 of 2011-12 due to tumbling of cotton prices from the historic high in Q4 of 2010-11 and other extraneous factors like Japanese earthquake, euro zone crisis and consequent increase in crude, RLNG and petrochemical prices in the world market. The sharp rise in Rupee to US Dollar exchange rate in Q2 and thereafter made the matter even worse, as the key raw materials are primarily driven by global prices. The overall polyester industry’s capacity utilization came down to barely 65-70% while the Company could manage up to 84% (as against 94% in the previous year).
The world PSF market was equally subdued due to a static demand in the western hemisphere countries and a modest growth of around 6-7% in China.
OUTLOOK
With stable cotton prices, overall business situation appears to be positive. While the Company had to vacate low price point items last year due to steep increase in cotton prices, with the concentrated effort on Product Development, the Company has been able to regain some of the lost ground in mass market segment. Assuming the inflation is brought under control and input prices remain at reasonable level, the domestic market is expected to continue to deliver a modest top line growth. With the continued effort on Retail upgradation and contemporary experience, the footfall and Brand image at the Retail level would be improved. With the strengthening of Supply Chain Management, they expect to significantly reduce the cycle time from procurement to sale, strengthen the quality of the products and reduce the conversion cost. These initiatives are expected to positively influence the margins of the Business.
UNSECURED LOAN
|
Particulars |
31.03.2012 (Rs.
in Millions) |
31.03.2011 (Rs.
in Millions) |
|
LONG-TERM
BORROWINGS |
|
|
|
Fixed Deposits |
329.200 |
672.500 |
|
SHORT-TERM
BORROWINGS |
|
|
|
Bills discounted |
229.800 |
100.900 |
|
Total |
559.000 |
773.400 |
CONTINGENT
LIABILITIES:
(Rs. in millions)
|
PARTICULARS |
31.03.2012 |
|
A. Claims against the company not acknowledged as debt. |
|
|
(a) Income-tax matters in respect of earlier years under dispute (including interest of Rs. 58.500 Millions) as follows: |
|
|
(i) Decided in Company’s favour by appellate authorities and department in further appeal |
51.100 |
|
(ii) Pending in appeal - matters decided against the Company |
285.700 |
|
(b) Sales Tax, Service Tax and Excise Duties |
18.600 |
|
(c) Customs duty |
2.500 |
|
(d) Others (Claims against the Company not acknowledged as debts) (with interest thereon) In respect of items (a) to (d) above, future cash outflows, if any in respect of contingent liabilities are determinable only on receipt of judgments pending at various forums/ authorities. |
364.200 |
|
B. Counter indemnity for an amount of Rs. 1134.700 Millions issued in favour of banks which in turn have guaranteed loans granted by other banks abroad to PT Five Star Textile, Indonesia, (PTFS), a joint venture company as under:- (i) Rs. 840.800 Millions in favour of IDBI Bank Limited against guarantees issued to Punjab National Bank International London for loans granted to PTFS secured by first pari passu charge over part of the land of the Company at Spring Mills at Mumbai admeasuring 46,442.13 square metres and buildings and structures thereon. (ii) Rs. 120.000 Millions in favour of IDBI Bank Limited against guarantees issued to Punjab National Bank International London for loans granted to PTFS secured by fixed deposit of Rs. 12.51 Millions earmarked in favour of IDBI Bank Limited. (iii) Rs. 173.900 Millions in favour of Bank of Bahrain and Kuwait, Bahrain for loans granted to PTFS secured by first pari passu charge over part of the land of the Company at Textile Mills at Mumbai admeasuring 89,819.85 square metres and plant and machinery, buildings and structures thereon. The Company has a pari passu charge on PTFS’s assets, which would cover the aforesaid indemnity amount. |
|
|
C. Other money for which the company is contingently liable Bills discounted |
379.400 |
UNAUDITED FINANCIAL
RESULTS FOR THE QUARTER AND NINE MONTHS ENDED 31ST DECEMBER, 2012
Rs. In Millions
|
|
PARTICULARS |
QUARTER ENDED 31.12.2012 (Unaudited) |
QUARTER ENDED 30.09.2012 (Unaudited) |
9 MONTHS ENDED 31.12.2012 (Unaudited) |
|
1 |
Income from
operations |
|
|
|
|
|
(a) Net sales/income from operations (Net of excise duty) |
4710.700 |
4942.200 |
14410.200 |
|
|
(b) Other operating income |
95.400 |
100.500 |
310.400 |
|
|
Total income from
operations (net) |
4806.100 |
5042.700 |
14720.600 |
|
2 |
Expenses |
|
|
|
|
|
(a) Cost of materials consumed |
2848.000 |
3253.300 |
8672.000 |
|
|
(b) Purchase of stock-in-trade |
343.600 |
403.800 |
990.300 |
|
|
(c) Change in inventories of finished goods, work-in-progress and stock-in-trade |
182.500 |
(24.900) |
1214.800 |
|
|
(d) Employee benefits expense |
249.900 |
254.300 |
719.100 |
|
|
(e) Depreciation and amortisation expenses |
152.200 |
152.100 |
456.200 |
|
|
(f) Other expenses |
950.200 |
1022.500 |
2501.700 |
|
|
Total expenses |
4726.400 |
5061.100 |
14554.100 |
|
3 |
Profit/(Loss) from
operations before other income, finance costs and exceptional items (1-2) |
79.700 |
(18.400) |
166.500 |
|
4 |
Other Income |
74.300 |
185.000 |
376.100 |
|
5 |
Profit / (Loss) from
ordinary activities before finance costs and exceptional items (3+4) |
154.000 |
166.600 |
542.600 |
|
6 |
Finance costs |
422.600 |
444.000 |
1363.600 |
|
7 |
Profit / (Loss)
from ordinary activities after finance costs but before exceptional items (5-6) |
(268.600) |
(277.400) |
(821.000) |
|
8 |
Exceptional Items |
- |
- |
- |
|
9 |
Profit/ (Loss) from
ordinary activities before tax (7-8) |
(268.600) |
(277.400) |
(821.000) |
|
10 |
Tax expense - Current |
- |
- |
- |
|
11 |
Net Profit/ (Loss) from
ordinary activities after tax (9-10) |
(268.600) |
(277.400) |
(821.000) |
|
12 |
Extraordinary items (net of tax expense) |
- |
- |
- |
|
13 |
Net Profit/ (Loss)
for the period (11-12) |
(268.600) |
(277.400) |
(821.000) |
|
14 |
Paid up equity share capital (Face value Rs.2 per share) |
413.100 |
413.100 |
413.100 |
|
15 |
Reserves excluding revaluation reserves |
|
|
|
|
16.i |
Earnings per share (before extraordinary items) |
|
|
|
|
|
Basic (Rs.) |
(1.30) |
(1.34) |
(3.98) |
|
|
Diluted (Rs.) |
(1.30) |
(1.34) |
(3.98) |
|
16.ii |
Earnings per share (after extraordinary items) |
|
|
|
|
|
Basic (Rs.) |
(1.30) |
(1.34) |
(3.98) |
|
|
Diluted (Rs.) |
(1.30) |
(1.34) |
(3.98) |
|
|
|
|
|
|
|
A |
PARTICULARS OF SHAREHOLDING |
|
|
|
|
1 |
Public Shareholding |
|
|
|
|
|
- Number of shares |
9,62,73,880 |
1,92,54,776 |
9,62,73,880 |
|
|
- Percentage of shareholding |
46.61 |
46.61 |
46.61 |
|
2 |
Promoters &
promoter group Shareholding |
|
|
|
|
|
a) Pledged/Encumbered |
|
|
|
|
|
- Number of Shares |
1,63,31,000 |
40,29,600 |
1,63,31,000 |
|
|
- Percentage of shares (as a % of total shareholding of promoter and promoter group) |
14.81 |
18.27 |
14.81 |
|
|
- Percentage of shares (as a % of total share capital on the company) |
7.91 |
9.76 |
7.91 |
|
|
b) Non-encumbered |
|
|
|
|
|
- Number of Shares |
9,39,30,020 |
1,80,22,604 |
9,39,30,020 |
|
|
- Percentage of shares (as a % of total shareholding of promoter and promoter group) |
85.19 |
81.73 |
85.19 |
|
|
- Percentage of shares (as a % of total share capital on the company) |
45.48 |
4..63 |
45.48 |
|
|
Face value per share in Rupees |
2 |
10 |
2 |
|
|
|
|
|
|
|
B |
INVESTOR COMPLAINTS |
|
|
|
|
|
(a) Pending at the beginning of the quarter |
NIL |
|
|
|
|
(b) Received during the quarter |
41 |
|
|
|
|
(c) Disposed of during the quarter |
41 |
|
|
|
|
(d) Remaining unresolved at the end of the quarter |
NIL |
|
|
SEGMENT WISE REVENUE,
RESULTS AND CAPITAL EMPLOYED
|
|
PARTICULARS |
QUARTER ENDED 31.12.2012 (Unaudited) |
QUARTER ENDED 30.09.2012 (Unaudited) |
9 MONTHS ENDED 31.12.2012 (Unaudited) |
|
1. |
Segment Revenue (net sales/income
from each segment) |
|
|
|
|
(a) |
Textile |
1139.900 |
1445.100 |
3498.500 |
|
(b) |
Polyester |
2811.400 |
3285.900 |
8997.200 |
|
(c) |
Real Estate |
870.100 |
319.900 |
2258.200 |
|
(d) |
Unallocated |
0.300 |
0.200 |
0.700 |
|
Total |
|
4821.700 |
5051.100 |
14754.600 |
|
|
Add/(Less) :Inter segment revenue |
(15.600) |
(8.400) |
(34.000) |
|
|
Net Sales/Income
from Operations |
4806.100 |
5042.700 |
1472.0600 |
|
|
|
|
|
|
|
2. |
Segment Results -
Profit/ (Loss) |
|
|
|
|
(a) |
Textile |
2.100 |
5.400 |
(29.100) |
|
(b) |
Polyester |
(112.700) |
175.200 |
(59.100) |
|
(c) |
Real Estate |
352.600 |
21.500 |
824.900 |
|
Total |
|
242.000 |
202.100 |
736.700 |
|
Less: |
(i) Net Interest expense |
422.600 |
444.000 |
1363.600 |
|
|
(ii) Other un-allocable expenditure net of un-allocable income |
88.000 |
35.500 |
194.100 |
|
|
Total Profit/
(Loss) before Tax |
(268.600) |
(277.400) |
(821.000) |
|
|
|
|
|
|
|
3. |
Capital Employed (Segment Assets -
Segment Liabilities) |
|
|
|
|
(a) |
Textile |
4040.000 |
4059.900 |
4040.000 |
|
(b) |
Polyester |
3258.700 |
3759.000 |
3258.700 |
|
(c) |
Real Estate |
20090.300 |
19663.500 |
20090.300 |
|
|
Unallocated: |
|
|
|
|
|
(i) Others |
1293.000 |
1249.900 |
1293.000 |
|
|
Total Capital
Employed |
28682.000 |
28732.300 |
28682.000 |
NOTES -
1 The above results were reviewed by the Audit Committee held on 06th February, 2013 and approved by the Board of Directors at their meeting held on 07th February, 2013.The Statutory Auditors have carried out a limited review of these results pursuant to Clause 41 of the Listing Agreement.
2 During the quarter, an amount of Rs.220.100 Millions (Dec'2011 Rs.83.400 Millions) has been released from revaluation reserve to Statement of Profit and Loss (by way of reduction from other expenses) in proportion of revenue recognised on the area sold.
3 The equity shares of the company having face value of Rs.10/- each have been sub-divided into 5 equity shares of face value of Rs.2/- effective 1st November, 2012 pursuant to the approval of the shareholders on 18th October, 2012. In accordance with AS-20 "Earnings per Share", the per share calculations for the quarter and period ended 31st December, 2012 and the previous periods have been presented based on the revised number of shares to make them comparable.
4 Figures for the previous periods have been regrouped / restated wherever necessary.
FIXED ASSETS
v
Tangible
Assets
- Land
- Building
- Office Equipments
- Plant and Machinery
- Furniture and Fixture
- Motor Vehicles
v
Intangible
Assets
- Software
WEB DETAILS
PRESS RELEASE
BOMBAY DYEING GOT NOD FOR DEVELOPING MILL LAND ILLEGALLY: MAHA GOVT
TELLS HC
FEBRUARY 04, 2013
In a setback to Bombay Dyeing, the Maharashtra government has informed the Bombay High Court that the textiles major had obtained approval for using a mill land in central Mumbai for commercial development "illegally and unlawfully" with the connivance of a government officer not vested with the authority.
According to the government's affidavit, the approval granted to Bombay Dyeing for modifying its proposal to utilise 33,545 sq m of its 41,895 sq m mill land in Dadar-Naigaon for commercial development by a section officer working in the state's department of Co-operation, Marketing and Textiles was without any authority.
The affidavit was filed in December last year in response to a petition by Bombay Dyeing and Manufacturing Company Ltd challenging the stop work notice issued by the Brihanmumbai Municipal Corporation (BMC) in June 2012 following a letter to them by the state government stating that no official approval was granted to the company to modify its proposal.
"The section officer working in the textile department one P D Chavan on October 4, 2004 issued a letter to the petitioner (Bombay Dyeing) allegedly according approval to the said proposal dated August 19, 2004 without any authority of law," the affidavit filed by Chandrashekar Gajbe, Deputy Secretary, Department of Co-operation, Marketing and Textiles stated.
The government learnt about the approval only after it was mentioned in a report of the Bombay Textile Research Association in February 2009.
"It was on receipt of the said report that the alleged issuance of the said approval came to light which was illegally and unlawfully obtained by the petitioners in connivance with the said officer," Gajbe said in the affidavit.
The affidavit said the proposal was not approved by either the minister of textiles or the chief minister.
"Although the alleged approval stated that it was forwarded to the state Urban Development Department and the municipal corporation, it was not forwarded to either of the authorities and it was not found in the of the textile department," the affidavit claimed.
The affidavit further said that disciplinary action had been initiated against Chavan in December 2009 pending which he was placed under suspension for misappropriating government funds.
The affidavit stated that in November 2003, the government had approved a proposal of April 2003 made by Bombay Dyeing, majority-owned by industrialist Nusli Wadia, wherein the company said it wanted to consolidate the textile activity of two of its mill lands Dadar-Naigaon measuring 1,27,870 sq m and Lower Parel measuring 1,02,390 sq m - at Dadar plot for undertaking a modernisation scheme.
However, in August 2004 the company sought to modify the proposal to utilise 33,545 sq m of the land for commercial purposes and retain only 8,349 sq m for textile activities.
In September 2004, the government sought clarification regarding the modified proposals but the company did not respond. "It is pertinent to note that till date, no clarification of any nature has been submitted by the petitioners to the government," the affidavit said.
The affidavit has sought dismissal of Bombay Dyeing's petition and claimed that the company has not approached the court with "clean hands".
The matter is likely to come up for hearing on February 26.
Bombay Dyeing in its petition had contended that the letter issued by the government to the civic body was a "patent abuse of power and is allegedly issued taking into account irrelevant, extraneous and non-germane circumstances which is clearly vitiated by legal and factual malafides".
On the plot, popularly known as Spring Mills, a 38 storey residential-cum-commercial tower is under construction.
SELL BOMBAY DYEING ON RALLY: SUDARSHAN SUKHANI
FEB 06, 2013
Sell Bombay Dyeing and Manufacturing Company on rally, says Sudarshan Sukhani of s2analytics.com.
Sukhani told CNBC-TV18, "Bombay Dyeing and Manufacturing Company had been in a bear market now similar to Raymond . That decline tells us that there is more here on the downside. So on any small intraday rally Bombay Dyeing is a stock that can be easily sold into.”
The share touched its 52-week high Rs 139.85 and 52-week low Rs 87.88 on 01 January, 2013 and 09 March, 2012, respectively.Currently, it is trading 23.35% below its 52-week high and 21.98% above its 52-week low.
The company's trailing 12-month (TTM) EPS was at Rs 17.34 per share. (Sep, 2012). The stock's price-to-earnings (P/E) ratio was 6.17. The latest book value of the company is Rs 86.78 per share. At current value, the price-to-book value of the company was 1.23. The dividend yield of the company was 0.93%.
BOMBAY DYEING Q3 NET LOSS AT RS 268.000 MILLIONS
FEBRUARY 07, 2013
Bombay Dyeing has announced its third quarter results. The company's Q3 net loss at Rs 26.8 crore versus loss of Rs. 521.000 millions, year-on-year, YoY.
Its net sales were up at Rs 471 crore versus Rs 421.4 crore, YoY.
Bombay Dyeing and Manufacturing Company closed at Rs 105.55, down Rs 1.05, or 0.98%. It has touched an intraday high of Rs 107.95 and an intraday low of Rs 103.70.
There were pending buy orders of 134 shares, with no sellers available. It was
trading with volumes of 176,505 shares
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 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.56.24 |
|
|
1 |
Rs.84.54 |
|
Euro |
1 |
Rs.72.32 |
INFORMATION DETAILS
|
Information
Gathered by : |
PLK |
|
|
|
|
Report Prepared
by : |
NTH |
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 |
6 |
|
--LIQUIDITY |
1~10 |
8 |
|
--LEVERAGE |
1~10 |
7 |
|
--RESERVES |
1~10 |
7 |
|
--CREDIT LINES |
1~10 |
7 |
|
--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 |
|
64 |
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.