|
Report Date : |
05.09.2013 |
IDENTIFICATION DETAILS
|
Name : |
ORIENT REFRACTORIES LIMITED |
|
|
|
|
Registered
Office : |
1307, Chiranjiv Tower, 43, Nehru Place, New Delhi-110019 |
|
|
|
|
Country : |
India |
|
|
|
|
Financials (as
on) : |
31.03.2013 |
|
|
|
|
Date of
Incorporation : |
26.11.2010 |
|
|
|
|
Com. Reg. No.: |
55-210819 |
|
|
|
|
Capital
Investment / Paid-up Capital : |
Rs.120.139 Millions |
|
|
|
|
CIN No.: [Company Identification
No.] |
L28113DL2010PLC210819 |
|
|
|
|
Legal Form : |
A Public Limited Liability Company. The Company’s Shares are Listed on The Stock Exchanges. |
|
|
|
|
Line of Business
: |
Manufacturer and Exporter of Refractory and Monolithic Products. |
|
|
|
|
No. of Employees
: |
450 [Approximately] |
RATING & COMMENTS
|
MIRA’s Rating : |
Ba (53) |
|
RATING |
STATUS |
PROPOSED CREDIT LINE |
|
|
41-55 |
Ba |
Overall operation is considered normal. Capable to meet normal
commitments. |
Satisfactory |
|
Maximum Credit Limit : |
USD 4095000 |
|
|
|
|
Status : |
Good |
|
|
|
|
Payment Behaviour : |
Regular |
|
|
|
|
Litigation : |
Clear |
|
|
|
|
Comments : |
Subject is an established company having a fine track record. Financial
position of the company appears to be good. Trade relations are reported as
decent. Business is active. Payment terms are regular and as per commitments.
The company can be considered good for business dealings at usual
trade terms and conditions. |
NOTES :
Any query related to this report can be made
on e-mail : infodept@mirainform.com
while quoting report number, name and date.
ECGC Country Risk Classification List – March 31st, 2013
|
Country Name |
Previous Rating (31.12.2012) |
Current Rating (31.03.2013) |
|
India |
A1 |
A1 |
|
Risk Category |
ECGC
Classification |
|
Insignificant |
A1 |
|
Low |
A2 |
|
Moderate |
B1 |
|
High |
B2 |
|
Very
High |
C1 |
|
Restricted |
C2 |
|
Off-credit |
D |
INDIAN ECONOMIC OVERVIEW
We are living in a
world where volatility and uncertainty have become the New Normal. We saw
a change of government in countries like Tunisia, Egypt, Libya and Vietnam.
Once powerful countries in Europe are now fighting for bankruptcy. We have
taken growth in the developing part of the world for granted but economic
growth in China and India has begun to slow. Companies that were synonymous
with their product categories just a few years ago are now no longer in
existence. Kodak, the inventor of the digital camera had to wind up its
operations, HMV, the British entertainment retailing company and Borders, once
the second largest bookstore have shut down due to their inability to evolve
their business models with the changing time. Readers’ Digest, Thomson Register
are no more !
There is another
megatrend happening. The World order is changing as economic power shifts from
West to East. According to McKinsey study, it took Britain more than 100 years
to double its economic output per person during its industrial revolution and
the US later took more than 50 years to do the same. More than a century later,
China and India have doubled their GDP per capital in 12 and 18 years respectively.
By 2020, emerging Asia will become the world’s largest consuming block,
overtaking North America.
The years after the
outbreak of the global financial crisis, the world economy continues to remain fragile.
The Indian economy demonstrated remarkable resilience in the initial years of
the contagion but finally lost ground last year. GDP growth slowed down.
Currency has been weakening. There is a marked deceleration in agriculture,
industry and services. Dampening sentiment led to a cut-back in investment as
well as private consumption expenditure. Inflation remained at high
levels fuelled by the pressure from the food and fuel sectors. The large fiscal
and current account deficit s continued to cause grave concern. It is
imperative that India regains its growth trajectory of 8-9 % sooner than later.
This is crucially important given the need to create gainful livelihood
opportunities for the millions living in poverty as also the large contingent
of young people joining the job market every year.
EXTERNAL AGENCY RATING
|
Rating Agency Name |
CARE |
|
Rating |
A+ [Long Term Bank Facilities] |
|
Rating Explanation |
Adequate degree of safety and low credit risk. |
|
Date |
12.04.2013 |
|
Rating Agency Name |
CARE |
|
Rating |
A1+ [Short Term Bank Facilities] |
|
Rating Explanation |
Very strong degree of safety and low 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 : |
Mr. Vinod |
|
Designation : |
Accounts Department |
|
Contact No.: |
91-1493-222266 |
|
Date : |
31.08.2013 |
LOCATIONS
|
Registered Office : |
1307, Chiranjiv Tower, 43, Nehru Place, New Delhi-110019, India |
|
Tel. No.: |
91-11-46425400 |
|
Fax No.: |
91-11-26443859 |
|
E-Mail : |
|
|
Website : |
|
|
|
|
|
Factory : |
SP 148, RIICO Industrial Area, Bhiwadi, District Alwar-301019,
Rajasthan, India |
|
Tel. No.: |
91-1493-222266 |
DIRECTORS
AS ON 31.03.2013
|
Name : |
Mr. K K Thirani |
|
Designation : |
Chairman |
|
|
|
|
Name : |
Mr. S G Rajgarhia |
|
Designation : |
Vice Chairman |
|
|
|
|
Name : |
Ms. Barbara Potisk Eibensteiner |
|
Designation : |
Director |
|
|
|
|
Name : |
Mr. Michael John Williams |
|
Designation : |
Director |
|
|
|
|
Name : |
Mr. R S Bajoria |
|
Designation : |
Director |
|
|
|
|
Name : |
Mr. Reinhold Steiner |
|
Designation : |
Director |
|
|
|
|
Name : |
Mr. S C Sarin |
|
Designation : |
Executive Director |
|
|
|
|
Name : |
Mr. Pramod Sagar |
|
Designation : |
Director |
|
|
|
|
Name : |
Mr. A K Jain |
|
Designation : |
Director |
KEY EXECUTIVES
|
Name : |
Mr. Sanjeev Bharadwaj |
|
Designation : |
Chief Financial Officer |
|
|
|
|
Name : |
Mr. Sanjay Kumar |
|
Designation : |
Company Secretary |
MAJOR SHAREHOLDERS / SHAREHOLDING PATTERN
AS ON 30.06.2013
|
Category of Shareholder |
Total No. of Shares |
Total Shareholding as a % of Total No. of Shares |
|
(A) Shareholding of Promoter and Promoter Group |
|
|
|
|
|
|
|
|
0 |
0.00 |
|
|
|
|
|
|
83637771 |
69.62 |
|
|
83637771 |
69.62 |
|
Total shareholding of Promoter and Promoter Group (A) |
83637771 |
69.62 |
|
(B) Public Shareholding |
|
|
|
|
|
|
|
|
49970 |
0.04 |
|
|
266603 |
0.22 |
|
|
316573 |
0.26 |
|
|
|
|
|
|
6744578 |
5.61 |
|
|
|
|
|
|
10862558 |
9.04 |
|
|
17009244 |
14.16 |
|
|
1568476 |
1.31 |
|
|
265029 |
0.22 |
|
|
41126 |
0.03 |
|
|
788651 |
0.66 |
|
|
473670 |
0.39 |
|
|
36184856 |
30.12 |
|
Total Public shareholding (B) |
36501429 |
30.38 |
|
Total (A)+(B) |
120139200 |
100.00 |
|
(C) Shares held by Custodians and against which Depository Receipts
have been issued |
0 |
0.00 |
|
|
0 |
0.00 |
|
|
0 |
0.00 |
|
|
0 |
0.00 |
|
Total (A)+(B)+(C) |
120139200 |
0.00 |
BUSINESS DETAILS
|
Line of Business : |
Manufacturer and Exporter of Refractory and Monolithic Products. |
|
|
|
|
Imports : |
|
|
Products : |
Raw Materials |
|
Countries : |
·
China ·
Korea |
|
|
|
|
Terms : |
|
|
Selling : |
Cash and Credit |
|
|
|
|
Purchasing : |
Cash and Credit |
GENERAL INFORMATION
|
Customers : |
End Users |
|||||||||||||||||||||||||||
|
|
|
|||||||||||||||||||||||||||
|
No. of Employees : |
450 [Approximately] |
|||||||||||||||||||||||||||
|
|
|
|||||||||||||||||||||||||||
|
Bankers : |
·
HDFC Bank ·
State Bank of India |
|||||||||||||||||||||||||||
|
|
|
|||||||||||||||||||||||||||
|
Facilities : |
|
|
|
|
|
Banking
Relations : |
-- |
|
|
|
|
Statutory Auditors : |
|
|
Name : |
S.R. Batliboi and Company Chartered Accountants |
|
|
|
|
Cost Auditors : |
|
|
Name : |
K.G. Goyal and Associates Chartered Accountants |
|
|
|
|
Internal Auditors : |
|
|
Name : |
Chaturvedi and Partners Chartered Accountants |
|
|
|
|
Holding Company : |
Orient Abrasives Limited (till November 15, 2011) |
|
|
|
|
Associates : |
Dutch US Holding BV (Holds more than 20% shares) |
|
|
|
|
Other Related Parties : |
·
Orient Abrasives Limited ·
APM Industries Limited ·
Hindustan General Industries Limited ·
Perfectpac Limited |
CAPITAL STRUCTURE
AS ON 31.03.2013
Authorised Capital :
|
No. of Shares |
Type |
Value |
Amount |
|
120500000 |
Equity Shares |
Re.1/- each |
Rs.120.500 Millions |
Issued, Subscribed & Paid-up Capital :
|
No. of Shares |
Type |
Value |
Amount |
|
120139200 |
Equity Shares |
Re.1/- each |
Rs.120.139 Millions |
NOTES:
TERMS/RIGHTS ATTACHED TO EQUITY SHARES
The Company has only one class of equity shares having a par value of Re. 1 per share. The holder of each fully paid equity share is entitled to one vote. 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.
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.
DETAILS OF SHAREHOLDERS HOLDING MORE THAN 5% SHARES IN THE COMPANY
|
NAME |
AS ON 31.03.2013 |
|
|
|
NO. LACS |
% AGE HOLDING IN THE CLASS |
|
Dutch US Holding B.V. |
524.02 |
43.62% |
|
S G Rajgarhia |
59.95 |
4.99% |
|
Anisha Mittal |
-- |
-- |
|
S G Rajgarhia (HUF) |
-- |
-- |
|
Bhavna Rajgarhia |
-- |
-- |
|
Usha Rajgarhia |
-- |
-- |
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.
During the year,
the promoters and promoters group transferred 52,401,579 shares (constituting
43.62% of fully paid up equity share capital) to M/s Dutch US holding B.V.
which has announced an open offer to acquire 31,236,192 shares (26% of fully
paid up equity share capital) from public. Open offer was successfully closed
subsequent to year end.
FINANCIAL DATA
[all figures are
in Rupees Millions]
ABRIDGED BALANCE
SHEET
|
SOURCES
OF FUNDS |
31.03.2013 |
31.03.2012 |
31.03.2011 |
|
I.
EQUITY AND LIABILITIES |
|
|
|
|
(1)Shareholders' Funds |
|
|
|
|
(a) Share Capital |
120.139 |
120.139 |
0.500 |
|
(b) Reserves & Surplus |
903.705 |
630.360 |
(0.932) |
|
(c) Money received
against share warrants |
0.000 |
0.000 |
0.000 |
|
|
|
|
|
|
(2)
Share Application money pending allotment |
0.000 |
0.000 |
0.000 |
|
Total Shareholders’ Funds (1) + (2) |
1023.844 |
750.499 |
(0.432) |
|
|
|
|
|
|
(3) Non-Current
Liabilities |
|
|
|
|
(a) long-term
borrowings |
0.000 |
0.000 |
0.000 |
|
(b) Deferred tax liabilities (Net) |
12.773 |
15.941 |
0.000 |
|
(c) Other long
term liabilities |
8.240 |
6.763 |
0.000 |
|
(d) long-term
provisions |
0.941 |
3.311 |
0.000 |
|
Total Non-current
Liabilities (3) |
21.954 |
26.015 |
0.000 |
|
|
|
|
|
|
(4) Current Liabilities |
|
|
|
|
(a)
Short term borrowings |
50.226 |
158.520 |
0.000 |
|
(b)
Trade payables |
435.894 |
342.560 |
0.931 |
|
(c)
Other current liabilities |
18.748 |
13.156 |
0.000 |
|
(d) Short-term
provisions |
153.859 |
169.868 |
0.000 |
|
Total Current
Liabilities (4) |
658.727 |
684.104 |
0.931 |
|
|
|
|
|
|
TOTAL |
1704.525 |
1460.618 |
0.499 |
|
|
|
|
|
|
II.
ASSETS |
|
|
|
|
(1) Non-current assets |
|
|
|
|
(a)
Fixed Assets |
|
|
|
|
(i)
Tangible assets |
291.603 |
269.804 |
0.000 |
|
(ii)
Intangible Assets |
1.297 |
1.187 |
0.000 |
|
(iii) Capital
work-in-progress |
4.918 |
2.256 |
0.000 |
|
(iv) Intangible assets under development |
0.000 |
0.000 |
0.000 |
|
(b) Non-current
Investments |
0.057 |
0.057 |
0.000 |
|
(c) Deferred tax
assets (net) |
0.000 |
0.000 |
0.000 |
|
(d) Long-term Loan and Advances |
8.733 |
7.438 |
0.000 |
|
(e) Other
Non-current assets |
6.002 |
8.642 |
0.000 |
|
Total Non-Current
Assets |
312.610 |
289.384 |
0.000 |
|
|
|
|
|
|
(2) Current assets |
|
|
|
|
(a)
Current investments |
60.036 |
0.000 |
0.000 |
|
(b)
Inventories |
569.793 |
456.326 |
0.000 |
|
(c)
Trade receivables |
715.163 |
619.581 |
0.000 |
|
(d) Cash
and cash equivalents |
11.886 |
13.228 |
0.499 |
|
(e)
Short-term loans and advances |
17.458 |
25.727 |
0.000 |
|
(f)
Other current assets |
17.579 |
56.372 |
0.000 |
|
Total
Current Assets |
1391.915 |
1171.234 |
0.499 |
|
|
|
|
|
|
TOTAL |
1704.525 |
1460.618 |
0.499 |
PROFIT & LOSS
ACCOUNT
|
|
PARTICULARS |
31.03.2013 |
31.03.2012 |
31.03.2011 |
|
|
|
SALES |
|
|
|
|
|
|
|
Income |
3598.496 |
3004.161 |
0.000 |
|
|
|
Other Income |
20.417 |
43.076 |
0.000 |
|
|
|
TOTAL (A) |
3618.913 |
3047.237 |
0.000 |
|
|
|
|
|
|
|
|
Less |
EXPENSES |
|
|
|
|
|
|
|
Cost of raw material and components consumed |
1536.192 |
1257.691 |
0.000 |
|
|
|
Purchase of traded goods |
520.530 |
474.928 |
0.000 |
|
|
|
Employee benefits expenses |
266.053 |
231.782 |
0.000 |
|
|
|
Other expenses |
679.504 |
575.459 |
0.932 |
|
|
|
Exceptional items |
18.159 |
0.000 |
0.000 |
|
|
|
Increase in inventories
of finished goods, work-in-progress and traded goods |
(73.275) |
(19.425) |
0.000 |
|
|
|
TOTAL (B) |
2947.163 |
2520.435 |
0.932 |
|
|
|
|
|
|
|
|
Less |
PROFIT
/ (LOSS) BEFORE INTEREST, TAX, DEPRECIATION AND AMORTISATION (A-B) (C) |
671.750 |
526.802 |
(0.932) |
|
|
|
|
|
|
|
|
|
Less |
FINANCIAL
EXPENSES (D) |
19.403 |
38.776 |
0.000 |
|
|
|
|
|
|
|
|
|
|
PROFIT
/ (LOSS) BEFORE TAX, DEPRECIATION AND AMORTISATION (C-D) (E) |
652.347 |
488.026 |
(0.932) |
|
|
|
|
|
|
|
|
|
Less/ Add |
DEPRECIATION/
AMORTISATION (F) |
37.921 |
29.659 |
0.000 |
|
|
|
|
|
|
|
|
|
|
PROFIT / (LOSS)
BEFORE TAX (E-F) (G) |
614.426 |
458.367 |
(0.932) |
|
|
|
|
|
|
|
|
|
Less |
TAX (H) |
200.524 |
150.274 |
0.000 |
|
|
|
|
|
|
|
|
|
|
PROFIT / (LOSS)
AFTER TAX (G-H) (I) |
413.902 |
308.093 |
(0.932) |
|
|
|
|
|
|
|
|
|
Add |
PREVIOUS
YEARS’ BALANCE BROUGHT FORWARD |
66.604 |
(0.932) |
NA |
|
|
|
|
|
|
|
|
|
Less |
APPROPRIATIONS |
|
|
|
|
|
|
|
General Reserve |
150.000 |
100.000 |
NA |
|
|
|
Final Dividend on Equity Shares |
120.139 |
0.000 |
NA |
|
|
|
Interim Dividend on Equity Shares |
0.000 |
120.139 |
NA |
|
|
|
Corporate dividend tax |
20.418 |
20.418 |
NA |
|
|
BALANCE CARRIED
TO THE B/S |
189.949 |
66.604 |
NA
|
|
|
|
|
|
|
|
|
|
|
EARNINGS IN
FOREIGN CURRENCY |
|
|
|
|
|
|
|
FOB Value of Exports |
580.333 |
461.216 |
0.000 |
|
|
|
Royalty Income |
0.000 |
0.944 |
0.000 |
|
|
TOTAL EARNINGS |
580.333 |
462.160 |
0.000 |
|
|
|
|
|
|
|
|
|
|
IMPORTS |
|
|
|
|
|
|
|
Raw Materials |
388.496 |
259.640 |
0.000 |
|
|
|
Traded goods |
14.036 |
5.791 |
0.000 |
|
|
|
Capital Goods |
4.190 |
59.861 |
0.000 |
|
|
|
Stores and spare parts |
4.008 |
4.627 |
0.000 |
|
|
TOTAL IMPORTS |
410.730 |
329.919 |
0.000 |
|
|
|
|
|
|
|
|
|
|
Earnings /
(Loss) Per Share (Rs.) |
3.45 |
2.56 |
(1.86) |
|
QUARTERLY RESULTS
|
PARTICULARS |
|
|
30.06.2013 |
|
Net Sales |
|
|
954.100 |
|
Total Expenditure |
|
|
776.000 |
|
PBIDT (Excl OI) |
|
|
178.100 |
|
Other Income |
|
|
15.800 |
|
Operating Profit |
|
|
193.900 |
|
Interest |
|
|
00.100 |
|
PBDT |
|
|
193.800 |
|
Depreciation |
|
|
09.000 |
|
Profit Before Tax |
|
|
184.800 |
|
Tax |
|
|
62.100 |
|
Profit After Tax |
|
|
122.700 |
|
Net Profit |
|
|
122.700 |
KEY RATIOS
|
PARTICULARS |
|
31.03.2013 |
31.03.2012 |
31.03.2011 |
|
PAT / Total Income |
(%) |
11.44
|
10.11 |
0.00 |
|
|
|
|
|
|
|
Net Profit Margin (PBT/Sales) |
(%) |
17.07
|
15.25 |
0.00 |
|
|
|
|
|
|
|
Return on Total Assets (PBT/Total Assets} |
(%) |
36.18
|
31.45 |
(186.77) |
|
|
|
|
|
|
|
Return on Investment (ROI) (PBT/Networth) |
|
0.60
|
0.61 |
2.15 |
|
|
|
|
|
|
|
Debt Equity Ratio (Total Debt/Networth) |
|
0.05
|
0.21 |
0.00 |
|
|
|
|
|
|
|
Current Ratio (Current Asset/Current Liability) |
|
2.11
|
1.71 |
0.54 |
LOCAL AGENCY FURTHER INFORMATION
|
Sr. No. |
Check List by Info
Agents |
Available in
Report (Yes / No) |
|
1] |
Year of Establishment |
Yes |
|
2] |
Locality of the firm |
Yes |
|
3] |
Constitutions of the firm |
Yes |
|
4] |
Premises details |
No |
|
5] |
Type of Business |
Yes |
|
6] |
Line of Business |
Yes |
|
7] |
Promoter's background |
No |
|
8] |
No. of employees |
Yes |
|
9] |
Name of person contacted |
Yes |
|
10] |
Designation of contact person |
Yes |
|
11] |
Turnover of firm for last three years |
Yes |
|
12] |
Profitability for last three years |
Yes |
|
13] |
Reasons for variation <> 20% |
-- |
|
14] |
Estimation for coming financial year |
No |
|
15] |
Capital in the business |
Yes |
|
16] |
Details of sister concerns |
Yes |
|
17] |
Major suppliers |
No |
|
18] |
Major customers |
No |
|
19] |
Payments terms |
Yes |
|
20] |
Export / Import details (if applicable) |
Yes |
|
21] |
Market information |
-- |
|
22] |
Litigations that the firm / promoter involved in |
-- |
|
23] |
Banking Details |
Yes |
|
24] |
Banking facility details |
Yes |
|
25] |
Conduct of the banking account |
-- |
|
26] |
Buyer visit details |
-- |
|
27] |
Financials, if provided |
Yes |
|
28] |
Incorporation details, if applicable |
Yes |
|
29] |
Last accounts filed at ROC |
Yes |
|
30] |
Major Shareholders, if available |
Yes |
|
31] |
PAN of Proprietor/Partner/Director, if available |
No |
|
32] |
Date
of Birth of Proprietor/Partner/Director, if available |
No |
|
33] |
Voter ID No of Proprietor/Partner/Director, if available |
No |
|
34] |
External Agency Rating, if available |
Yes |
INDEX OF CHARGES:
|
S. No. |
Charge ID |
Date of Charge
Creation/Modification |
Charge amount
secured |
Charge Holder |
Address |
Service Request
Number (SRN) |
|
1 |
10372660 |
30/07/2012 |
245,000,000.00 |
STATE BANK OF
INDIA |
COMMERCIAL
BRANCH, VARDHMAN TRADE CENTER, DDA BU |
B56416480 |
|
2 |
10338149 |
26/12/2012 * |
220,000,000.00 |
HDFC BANK
LIMITED |
HDFC BANK HOUSESENAPATI
BAPAT MARG, LOWER PAREL W |
B65453268 |
|
* Date of charge modification |
||||||
OPERATIONS REVIEW:
During the year
the Company has achieved the net sales of Rs. 3618.913 Millions (previous year
Rs. 3047.237 Millions) which is 18.76 % more than the previous year. Profit
before tax for the financial year 2012-13 was Rs. 614.426 Millions (16.98% of
Net sales) as compared to Rs. 458.367 Millions in 2011-12 (15.04% of Net
Sales).
FUTURE OUTLOOK:
During the
financial year 2013-14, in spite of slowdown in industry growth, high
inflation, fall of rupee, etc, the Company has done a net sales of Rs. 969.898
Millions in first quarter ended on June 30, 2013, an increase of 5.43% over
first quarter (Net Sales Rs. 917.255 Millions) of corresponding previous year
2012-13. During first quarter of 2013-14 the profit before tax is Rs. 184.811
Millions which is 27 % more than the profit before tax (Rs. 135.336 Millions)
of quarter ending on June 30, 2012.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT:
GENERAL REVIEW:
Orient
Refractories Limited (ORL) is among the elite Indian producers of refractories
and monolithics for the steel industries. Its consistent quality and
developmental initiatives has facilitated a large customer base, within the
country and across the world, making it the preferred choice for people looking
for quality and service. ORL constantly deploys a large number of refractory
specialists on site with customers in order to develop individual complete
solutions.
As on date Dutch
US Holding B.V. subsidiary Company of RHI AG, an Austrian Company acquired
69.62% of the equity shares ORL from ex-promoters and public shareholders. M/s.
RHI AG is a world market and technology leader in high-grade ceramic refractory
materials. A global player, RHI employs approx. 8,000 people worldwide at 33
production sites in Europe, North and South America, China & India and is
represented by over 70 sales offices in four continents. The Company’s
headquarters is located in Vienna, Austria.
BUSINESS
DIVISIONS/SEGMENTS:
The product range
includes (a) Is statically pressed continuous casting Refractories (b) Slide
gate Refractories (c) Metering, Flying and Fixed Tundish Nozzles (d) Bottom
Purging Refractories and Top Purging Lances for Steel Ladles (e) Precast Shapes
and Blocks (f) Slag Arresting Darts for Converters (g) Basic Spray Mass for
Tundish Working Lining (h) Blast Furnace Trough Castable for Main Trough, Metal
and Rocking Runners (i) Conventional, Low Cement and Ultra Low Cement
Castables, etc. All these products are made to suit the casting conditions and
grade of steel being cast and are a result of an intensive research and
development effort by the Company. To reinforce quality and development of
products, the Company has an in-house research and development facility that is
recognized by the Government of India. ORL’s technology leadership is based on
long-standing, successful research and development activities.
The Company also
has a well trained group of technical personnel at plant and customer sites to
address all customers’ technical and commercial needs as it has a large base of
customers to whom it provides total refractory management services. The Company
exports a fair share of its output to various overseas customers. The major
export customers are based in Europe, Middle East and South East Asia.
BUSINESS
ENVIRONMENT:
Industrial growth
has been weak and volatile and has trended downwards for several quarters, with
the weakening rupee and the uncontrollable current account deficit, and high
inflation. Outlook for the year 2013-14, is uncertain because of high
inflation, current account deficit, and depreciation of rupee, political
instability and Government spending for 2014 coming parliament elections,
however Fitch Ratings returned India's sovereign outlook back to
"stable" from "negative" a year after its initial
downgrade.
FUTURE OUTLOOK:
The Directors
continue to be optimistic about future of the Steel Industry both in India and
abroad and envisage that going forward, there will be a great thrust on “Clean
Metal” and thus the demand for specialized refractories produced by the Company
will continue to grow barring unforeseen circumstances. The Directors however
continue to be concerned about high inflation and steep rise in Cost. Other
areas of concern are scarcity of raw-materials and steep fluctuation in foreign
exchange. As usual, all these factors would continue to be monitored closely
and necessary measures will be taken as and when required.
Entire revenue of
the Company is earned from steel manufacturers and in the event demand for
steel and other derivative products reduces performance of the Company can be adversely
affected. With RHI AG partnership, the Directors are optimist to generate more
revenue from Export in year 2013-14.
FIXED ASSETS:
·
Land Leasehold
·
Leasehold Improvement
·
Buildings
·
Plant and Machinery
·
Furniture and Fixtures
·
Office Equipments
·
Vehicles
·
Software
UNAUDITED FINANCIAL RESULTS
FOR THE QUARTER ENDED JUNE 30, 2013
Rs. in Millions
|
Sr. No. |
Particular |
Quarter
Ended |
|
|
|
30.06.2013 |
|
|
|
Unaudited
|
|
|
|
|
|
1. |
Net Sales/Income
from Operations |
952.795 |
|
|
Other Operating
Income |
1.294 |
|
|
Total Income From Operations (Net) |
954.089 |
|
|
|
|
|
2. |
Expenditure |
|
|
|
Cost
of materials consumed |
373.449 |
|
|
Purchase
of stock in trade |
129.588 |
|
|
Changes
in inventories of finished goods, work in progress and stock in trade |
23.869 |
|
|
Employee
benefits expenses |
78.535 |
|
|
Depreciation
and amortization expenses |
8.956 |
|
|
Other
expenses |
170.605 |
|
|
Total Expenses |
785.002 |
|
|
|
|
|
3. |
Profit
From Operations before Other Income, Interest and Exceptional Items (1-2) |
169.087 |
|
|
|
|
|
4. |
Other
Income |
15.809 |
|
|
|
|
|
5. |
Profit
Before Interest and Exceptional Items (3+4) |
184.896 |
|
|
|
|
|
6. |
Interest |
0.085 |
|
|
|
|
|
7. |
Profit
After Interest but before Exceptional Items (5-6) |
184.811 |
|
|
|
|
|
8. |
Exceptional
Items |
-- |
|
|
|
|
|
9. |
Profit
from Ordinary Activities before Tax (7+8) |
184.811 |
|
|
|
|
|
10. |
Tax
Expense |
62.111 |
|
|
|
|
|
11. |
Net
Profit from Ordinary Activities after Tax (9-10) |
122.700 |
|
|
|
|
|
12. |
Extraordinary
Item (net of expense) |
-- |
|
|
|
|
|
13. |
Net
Profit for the period (11-12) |
122.700 |
|
|
|
|
|
14. |
Paid-up
Equity Share Capital (Face Value of Re.1/- Each) |
120.139 |
|
|
|
|
|
15. |
Reserves
Excluding Revaluation Reserve |
-- |
|
|
|
|
|
16. |
Basic and Diluted Earning Per
Share (EPS) (Rs.)-Not Annualised |
|
|
|
a) Basic
and diluted EPS before extraordinary items |
1.02 |
|
|
b)
Basic and diluted EPS after extraordinary items |
1.02 |
|
|
|
|
|
17. |
Public Shareholding |
|
|
|
-Number
of Shares |
36501429 |
|
|
-
Percentage of Shareholding |
30.38 |
|
|
|
|
|
18. |
Promoters and Promoter Group
Shareholding |
|
|
|
a) Pledged/Encumbered |
|
|
|
-
Number of Shares |
Nil |
|
|
-
Percentage of Shares (as a % of the Total Shareholding of promoter and
promoter group) |
Nil |
|
|
- Percentage
of Shares (as a % of the Total Share Capital of the Company) |
Nil |
|
|
|
|
|
|
b) Non Encumbered |
|
|
|
-
Number of Shares |
83637771 |
|
|
-
Percentage of Shares (as a % of the Total Shareholding of Promoter and
Promoter Group) |
100% |
|
|
-
Percentage of Shares (as a % of the Total Share Capital of the Company) |
69.62% |
|
Particulars |
3 Months Ended on 30.06.2013 |
|
Pending at the beginning of the quarter |
Nil |
|
Received during the quarter |
3 |
|
Disposed of during the quarter |
3 |
|
Remaining unresolved at the end of the
quarter |
Nil |
NOTES:
1.
The above financial results were reviewed by the audit
committee and approved by the Board of Directors at their meeting held on July
24, 2013.
2.
The Company is mainly in the business of
manufacturing and selling of refractories and monolithics. Hence, there is no
separate reportable segment as per Accounting Standard 17, issued by the
Institute of Chartered Accountants of India.
3.
Represents expenditure on voluntary retirement
scheme.
4.
During previous quarter, the promoters and
promoters group transferred 52,401,579 shares (constituting 43.62% of fully paid
up equity share capital) to M/s Dutch US holding B.V. which announced an open
offer to acquire 31,236,192 shares (26% of fully paid up equity share capital)
from public. Open offer was successfully closed during the quarter.
5.
Statutory auditors have carried out limited review
on above results for the quarter ended June 30, 2013.
6.
Previous period figures have been regrouped /
rearranged, wherever considered necessary, to confirm to the current quarter
classification.
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.67.03 |
|
|
1 |
Rs.104.32 |
|
Euro |
1 |
Rs.88.23 |
INFORMATION DETAILS
|
Information
Gathered by : |
PLK |
|
|
|
|
Report Prepared
by : |
TPT |
SCORE & RATING EXPLANATIONS
|
SCORE FACTORS |
RANGE |
POINTS |
|
HISTORY |
1~10 |
3 |
|
PAID-UP CAPITAL |
1~10 |
5 |
|
OPERATING SCALE |
1~10 |
7 |
|
FINANCIAL CONDITION |
|
|
|
--BUSINESS SCALE |
1~10 |
7 |
|
--PROFITABILIRY |
1~10 |
6 |
|
--LIQUIDITY |
1~10 |
6 |
|
--LEVERAGE |
1~10 |
6 |
|
--RESERVES |
1~10 |
6 |
|
--CREDIT LINES |
1~10 |
7 |
|
--MARGINS |
-5~5 |
-- |
|
DEMERIT POINTS |
|
|
|
--BANK CHARGES |
YES/NO |
YES |
|
--LITIGATION |
YES/NO |
NO |
|
--OTHER ADVERSE INFORMATION |
YES/NO |
NO |
|
MERIT POINTS |
|
|
|
--SOLE DISTRIBUTORSHIP |
YES/NO |
NO |
|
--EXPORT ACTIVITIES |
YES/NO |
YES |
|
--AFFILIATION |
YES/NO |
YES |
|
--LISTED |
YES/NO |
YES |
|
--OTHER MERIT FACTORS |
YES/NO |
YES |
|
--RBI |
YES/NO |
NO |
|
--EPF |
YES/NO |
NO |
|
TOTAL |
|
53 |
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.