MIRA INFORM REPORT
|
Report Date : |
24.09.2013 |
IDENTIFICATION DETAILS
|
Name : |
ABB INDIA LIMITED [w.e.f. 14.06.2013] |
|
|
|
|
Formerly Known
As : |
ABB LIMITED |
|
|
|
|
Registered
Office : |
2nd Floor, East Wing Khanija Bhawan, 49, Race Course
Road, Bangalore – 560001, Karnataka |
|
|
|
|
Country : |
|
|
|
|
|
Financials (as
on) : |
31.03.2012 |
|
|
|
|
Date of
Incorporation : |
24.12.1949 |
|
|
|
|
Com. Reg. No.: |
08-032923 |
|
|
|
|
Capital
Investment / Paid-up Capital : |
Rs. 423.800 Millions |
|
|
|
|
CIN No.: [Company Identification
No.] |
L32202KA1949PLC032923 |
|
|
|
|
TAN No.: [Tax Deduction &
Collection Account No.] |
MUMA19181B |
|
|
|
|
PAN No.: [Permanent Account No.] |
AAACA3834B |
|
|
|
|
Legal Form : |
A Public Limited Liability Company. The Company’s Shares are Listed on
the Stock Exchange. |
|
|
|
|
Line of Business
: |
Manufacturing of Instrument and Electric Motor. |
|
|
|
|
No. of Employees
: |
Not Available |
RATING & COMMENTS
|
MIRA’s Rating : |
Aa (75) |
|
RATING |
STATUS |
PROPOSED CREDIT LINE |
|
|
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 |
|
Maximum Credit Limit : |
USD 103922000 |
|
|
|
|
Status : |
Good |
|
|
|
|
Payment Behaviour : |
Regular |
|
|
|
|
Litigation : |
Exist |
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|
|
|
Comments : |
Subject is a well established and reputed company having an excellent track
record. There appears some dip in the profitability of the company during
2012. However, financial position of the company appears to be sound.
Fundamentals are strong and healthy. Directors are reported to be experienced
and respectable businessmen. Trade relations are reported as praiseworthy.
Business is active. Payments are reported to be regular and as per
commitments. The Company can be considered excellent for any 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 |
CRISIL |
|
Rating |
Long-term rating AAA |
|
Rating Explanation |
Highest degree of safety. It carry lowest credit risk. |
|
Date |
April 10, 2013 |
|
Rating Agency Name |
CRISIL |
|
Rating |
Short-term rating A1+ |
|
Rating Explanation |
Very strong degree of safety. It carry lowest credit risk. |
|
Date |
April 10, 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.
LOCATIONS
|
Registered Office : |
2nd Floor, East Wing Khanija Bhawan, 49, Race Course Road, Bangalore – 560001, Karnataka, India |
|
Tel. No.: |
91-80-22949150/ 54 |
|
Fax No.: |
91-80-22949148 |
|
E-Mail : |
|
|
Website : |
|
|
|
|
|
Factory 1 : |
32, Industrial Area, NIT, Faridabad-121001, Haryana, India |
|
Tel No.: |
91-129-2448100 |
|
|
|
|
Factory 2 : |
Menaja Village, Vadodara - 390013, Gujarat, India |
|
|
|
|
Factory 3 : |
Also Located At:
|
DIRECTORS
AS ON 31.03.2012
|
Name : |
Mr. Gary Steel |
|
Designation : |
Chairman |
|
|
|
|
Name : |
Mr. Bazmi R. Husain |
|
Designation : |
Managing Director |
|
|
|
|
Name : |
Mr. N. S. Raghavan |
|
Designation : |
Managing Director |
|
|
|
|
Name : |
Mr. Nasser Munjee |
|
Designation : |
Managing Director |
|
|
|
|
Name : |
Mr. Darius E Udwadia |
|
Designation : |
Managing Director |
|
|
|
|
Name : |
Mr. Arun Kanti Dasgupta |
|
Designation : |
Managing Director |
|
|
|
|
Name : |
Mr. Peter Leupp |
|
Designation : |
Managing Director |
|
|
|
|
Name : |
Mr. Francis
Duggan |
|
Designation : |
Managing Director |
KEY EXECUTIVES
|
Name : |
Mr. B. Gururaj |
|
Designation : |
Company Secretary
|
MAJOR SHAREHOLDERS / SHAREHOLDING PATTERN
AS ON 30.06.2013
|
Category of
Shareholder |
Total No. of
Shares |
% of total No.
of Shares |
|
(A) Shareholding of Promoter and Promoter Group |
|
|
|
|
|
|
|
|
|
|
|
|
158931281 |
75.00 |
|
|
158931281 |
75.00 |
|
Total shareholding of Promoter and Promoter Group (A) |
158931281 |
75.00 |
|
(B) Public Shareholding |
|
|
|
|
|
|
|
|
2090296 |
0.99 |
|
|
24045207 |
11.35 |
|
|
8460365 |
3.99 |
|
|
34595868 |
16.33 |
|
|
|
|
|
|
920262 |
0.43 |
|
|
|
|
|
|
16724830 |
7.89 |
|
|
296590 |
0.14 |
|
|
439544 |
0.21 |
|
|
3500 |
0.00 |
|
|
348301 |
0.16 |
|
|
59396 |
0.03 |
|
|
28347 |
0.01 |
|
|
18381226 |
8.67 |
|
Total Public shareholding (B) |
52977094 |
25.00 |
|
Total (A)+(B) |
211908375 |
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) |
211908375 |
0.00 |
BUSINESS DETAILS
|
Line of Business : |
Manufacturing of Instrument and Electric Motor. |
GENERAL INFORMATION
|
No. of Employees : |
Not Available |
|
|
|
|
Bankers : |
· Axis Bank Limited · Bank of America, N.A. · Barclays PLC · Canara Bank · Deutsche Bank AG · HDFC Bank Limited · ICICI Bank Limited · IDBI Bank Limited · JP Morgen Chase Bank, N.A. · State Bank of India · Standard Chartered Bank · The Hongkong and Shanghai Banking Corporation Limited · The Royal Bank of Scotland N.V. · The Bank of Tokyo-Mitsubishi UFJ, Limited
|
|
|
|
|
Banking
Relations : |
-- |
|
|
|
|
Auditors : |
|
|
Name : |
S. R. Batliboi and Company Chartered Accountant |
|
|
|
|
Cost Auditors: |
|
|
Name : |
Cost Accountants
Cost Accountants |
|
|
|
|
Holding Company : |
ABB Asea Brown Boveri Limited, Zurich, Switzerland |
|
|
|
|
Ultimate Holding Company : |
ABB Limited, Zurich, Switzerland |
|
|
|
|
Subsidiaries : |
Baldor Electric India Private Limited, Pune, Maharashtra, India [w.e.f.
01.12.2011] |
|
|
|
|
Fellow Subsidiaries: |
·
ABB Bailey Beijing Engineering Company Limited,
Beijing, China ·
ABB Bailey Japan Limited, Shizuoka-Ken, Japan ·
ABB Beijing Drive Systems Company Limited,
Beijing, China
· ABB D.o.o., Ljubljana, Slovenia
· ABB High Voltage Switchgear Company Limited, Beijing, China
· ABB Mexico S.A. de C.V., Tlalnepantla, Mexico
· ABB Research Limited, Zurich, Switzerland
· ABB s.r.o., Prague, Czech Republic · ABB Schweiz AG, Baden, Switzerland
· ABB Sp. zo.o., Warsaw, Poland · ABB Stotz-Kontakt GmbH, Heidelberg, Germany
· ABB Technology Limited, Zurich, Switzerland · ABB Technology SA, Abidjan, Cote D'Ivoire
· ABB Turbo-Systems AG, Baden, Switzerland · ABB Turbochargers S.A.E., Suez, Egypt
· ABB Xiamen High Power Rectifier Company Limited, Xiamen, China
|
CAPITAL STRUCTURE
AS ON 31.03.2012
Authorised Capital :
|
No. of Shares |
Type |
Value |
Amount |
|
|
|
|
|
|
212500000 |
Equity Shares |
Rs.2/- each |
Rs. 425.000 Millions |
|
750000 |
11% Redeemable Cumulative Preferences Shares |
Rs.100/- each |
Rs. 75.000 Millions |
|
|
|
|
|
|
|
Total |
|
Rs. 500.000 Millions |
Issued, Subscribed & Paid-up Capital :
|
No. of Shares |
Type |
Value |
Amount |
|
|
|
|
|
|
211908375 |
Equity Shares |
Rs.2/- each |
Rs. 423.800
Millions |
|
|
|
|
|
Shares held by holding
/ ultimate holding company and / or their subsidiaries / associates
|
Particular |
Number |
Rs. In Millions |
|
ABB Asea Brown Boveri Limited - the holding company |
146390952 |
292.800 |
|
ABB Norden Holding AB - a fellow subsidiary |
12540330 |
25.100 |
|
|
158931282 |
317.900 |
Details of
shareholders holding more than 5% of the shares in the Company
|
Particular |
Number |
% of holding |
|
ABB Asea Brown Boveri Limited - the holding company |
146390952 |
69.08% |
|
ABB Norden Holding AB - a fellow subsidiary |
12540330 |
5.92% |
|
Life Insurance Corporation of India |
20196092 |
9.53% |
FINANCIAL DATA
[all figures are
in Rupees Millions]
ABRIDGED BALANCE
SHEET
|
SOURCES
OF FUNDS |
|
31.03.2012 |
31.03.2011 |
|
I.
EQUITY AND LIABILITIES |
|
|
|
|
(1)Shareholders' Funds |
|
|
|
|
(a) Share Capital |
|
423.800 |
423.800 |
|
(b) Reserves & Surplus |
|
25556.700 |
24921.400 |
|
(c) Money
received against share warrants |
|
0.000 |
0.000 |
|
|
|
|
|
|
(2)
Share Application money pending allotment |
|
0.000 |
0.000 |
|
Total Shareholders’ Funds (1) + (2) |
|
25980.500 |
25345.200 |
|
|
|
|
|
|
(3)
Non-Current Liabilities |
|
|
|
|
(a)
long-term borrowings |
|
0.000 |
0.000 |
|
(b) Deferred tax
liabilities (Net) |
|
0.000 |
0.000 |
|
(c)
Other long term liabilities |
|
38.900 |
33.000 |
|
(d)
long-term provisions |
|
57.100 |
57.100 |
|
Total
Non-current Liabilities (3) |
|
96.000 |
90.100 |
|
|
|
|
|
|
(4) Current Liabilities |
|
|
|
|
(a)
Short term borrowings |
|
3276.800 |
0.000 |
|
(b)
Trade payables |
|
18993.700 |
19654.100 |
|
(c)
Other current liabilities |
|
13945.600 |
15582.700 |
|
(d)
Short-term provisions |
|
2407.400 |
2273.500 |
|
Total
Current Liabilities (4) |
|
38623.500 |
37510.300 |
|
|
|
|
|
|
TOTAL |
|
64700.000 |
62945.600 |
|
|
|
|
|
|
II.
ASSETS |
|
|
|
|
(1) Non-current assets |
|
|
|
|
(a)
Fixed Assets |
|
|
|
|
(i)
Tangible assets |
|
10780.600 |
10302.400 |
|
(ii)
Intangible Assets |
|
1292.800 |
1381.600 |
|
(iii)
Capital work-in-progress |
|
1170.100 |
744.300 |
|
(iv) Intangible assets under
development |
|
0.000 |
0.000 |
|
(b)
Non-current Investments |
|
523.900 |
506.200 |
|
(c)
Deferred tax assets (net) |
|
148.000 |
224.000 |
|
(d) Long-term Loan and Advances |
|
2301.800 |
1638.900 |
|
(e)
Other Non-current assets |
|
84.500 |
84.900 |
|
Total
Non-Current Assets |
|
16301.700 |
14882.300 |
|
|
|
|
|
|
(2) Current assets |
|
|
|
|
(a)
Current investments |
|
0.800 |
0.800 |
|
(b)
Inventories |
|
9204.000 |
9255.500 |
|
(c)
Trade receivables |
|
32643.800 |
30825.100 |
|
(d)
Cash and cash equivalents |
|
766.700 |
2558.800 |
|
(e)
Short-term loans and advances |
|
2283.000 |
1999.700 |
|
(f)
Other current assets |
|
3500.000 |
3423.400 |
|
Total
Current Assets |
|
48398.300 |
48063.300 |
|
|
|
|
|
|
TOTAL |
|
64700.000 |
62945.600 |
|
SOURCES OF FUNDS |
|
|
31.03.2010 |
|
|
SHAREHOLDERS FUNDS |
|
|
|
|
|
1] Share Capital |
|
|
423.817 |
|
|
2] Share Application Money |
|
|
0.000 |
|
|
3] Reserves & Surplus |
|
|
23813.219 |
|
|
4] (Accumulated Losses) |
|
|
0.000 |
|
|
NETWORTH |
|
|
24237.036 |
|
|
LOAN FUNDS |
|
|
|
|
|
1] Secured Loans |
|
|
0.000 |
|
|
2] Unsecured Loans |
|
|
0.000 |
|
|
TOTAL BORROWING |
|
|
0.000 |
|
|
DEFERRED TAX LIABILITIES |
|
|
0.000 |
|
|
|
|
|
|
|
|
TOTAL |
|
|
24237.036 |
|
|
|
|
|
|
|
|
APPLICATION OF FUNDS |
|
|
|
|
|
|
|
|
|
|
|
FIXED ASSETS [Net Block] |
|
|
7660.842 |
|
|
Capital work-in-progress |
|
|
576.965 |
|
|
|
|
|
|
|
|
INVESTMENT |
|
|
167.958 |
|
|
DEFERREX TAX ASSETS |
|
|
45.966 |
|
|
|
|
|
|
|
|
CURRENT ASSETS, LOANS & ADVANCES |
|
|
|
|
|
|
Inventories |
|
|
6978.526
|
|
|
Sundry Debtors |
|
|
29259.657
|
|
|
Cash & Bank Balances |
|
|
5871.250
|
|
|
Other Current Assets |
|
|
3611.195
|
|
|
Loans & Advances |
|
|
3541.588
|
|
Total
Current Assets |
|
|
49262.216 |
|
|
Less : CURRENT
LIABILITIES & PROVISIONS |
|
|
|
|
|
|
Sundry Creditors |
|
|
16401.756
|
|
|
Other Current Liabilities |
|
|
15228.721
|
|
|
Provisions |
|
|
1846.434
|
|
Total
Current Liabilities |
|
|
33476.911 |
|
|
Net Current Assets |
|
|
15785.305 |
|
|
|
|
|
|
|
|
MISCELLANEOUS EXPENSES |
|
|
0.000 |
|
|
|
|
|
|
|
|
TOTAL |
|
|
24237.036 |
|
PROFIT & LOSS
ACCOUNT
|
|
PARTICULARS |
31.03.2012 |
31.03.2011 |
31.03.2010 |
|
|
|
SALES |
|
|
|
|
|
|
|
Income |
75649.900 |
74489.700 |
62871.118 |
|
|
|
Other Income |
70.500 |
414.600 |
855.236 |
|
|
|
TOTAL (A) |
75720.400 |
74904.300 |
63726.354 |
|
|
|
|
|
|
|
|
Less |
EXPENSES |
|
|
|
|
|
|
|
Cost of material consumed and consumed and project bought outs |
46856.800 |
47250.800 |
|
|
|
|
Purchase of trade goods |
2635.000 |
3201.600 |
|
|
|
|
(increase) decrease in inventories of finished goods work-in-progress
and traded goods |
(6.900) |
(845.300) |
|
|
|
|
Subcontracting charges |
4793.400 |
4346.700 |
|
|
|
|
Employee benefit |
6196.000 |
5868.200 |
|
|
|
|
Other expenses |
11810.700 |
11302.600 |
|
|
|
|
TOTAL (B) |
72285.000 |
71124.600 |
62033.516 |
|
|
|
|
|
|
|
|
Less |
PROFIT
BEFORE INTEREST, TAX, DEPRECIATION AND AMORTISATION (A-B) (C) |
3435.400 |
3779.700 |
1692.838 |
|
|
|
|
|
|
|
|
|
Less |
FINANCIAL
EXPENSES (D) |
432.400 |
306.800 |
173.927 |
|
|
|
|
|
|
|
|
|
|
PROFIT
BEFORE TAX, DEPRECIATION AND AMORTISATION (C-D) (E) |
3003.000 |
3472.900 |
1518.911 |
|
|
|
|
|
|
|
|
|
Less/ Add |
DEPRECIATION/
AMORTISATION (F) |
940.900 |
795.500 |
516.608 |
|
|
|
|
|
|
|
|
|
|
PROFIT BEFORE
TAX (E-F) (G) |
2062.100 |
2677.400 |
1002.303 |
|
|
|
|
|
|
|
|
|
Less |
TAX (H) |
688.000 |
832.000 |
370.000 |
|
|
|
|
|
|
|
|
|
|
PROFIT AFTER TAX
(G-H) (I) |
1374.100 |
1845.400 |
632.303 |
|
|
|
|
|
|
|
|
|
Add |
PREVIOUS
YEARS’ BALANCE BROUGHT FORWARD |
851.910 |
546.910 |
607.178 |
|
|
|
|
|
|
|
|
|
Less |
APPROPRIATIONS |
|
|
|
|
|
|
|
Transfer to General Reserve |
640.000 |
800.000 |
200.000 |
|
|
|
Dividend |
635.700 |
635.700 |
423.817 |
|
|
|
Tax on Dividend |
103.100 |
103.100 |
70.391 |
|
|
|
Dividend distribution tax reversal for
earlier year |
0.000 |
1.600 |
(1.637) |
|
|
|
|
|
|
|
|
|
BALANCE CARRIED
TO THE B/S |
847.210 |
851.910 |
546.910 |
|
|
|
|
|
|
|
|
|
|
EARNINGS IN
FOREIGN CURRENCY |
|
|
|
|
|
|
|
Export of goods on FOB basis |
8706.700 |
8237.400 |
9315.239 |
|
|
|
Goods supplied/ services rendered locally against foreign exchange
remittances |
559.600 |
2034.200 |
661.455 |
|
|
|
Erection and other services |
717.600 |
532.200 |
209.769 |
|
|
|
Commission |
41.600 |
36.600 |
|
|
|
|
Services charges and others |
430.800 |
329.400 |
254.205 |
|
|
TOTAL EARNINGS |
10456.300 |
11169.800 |
10440.668 |
|
|
|
|
|
|
|
|
|
|
IMPORTS |
|
|
|
|
|
|
|
Raw Materials |
2006.000 |
1649.100 |
|
|
|
|
Stores & Spares |
11433.200 |
12171.400 |
|
|
|
|
Finished Goods |
1578.500 |
1942.300 |
18212.080 |
|
|
|
Capital Goods |
380.300 |
514.100 |
|
|
|
|
Project Item |
4040.100 |
5824.100 |
|
|
|
TOTAL IMPORTS |
19438.100 |
22101.000 |
18212.080 |
|
|
|
|
|
|
|
|
|
|
Earnings Per
Share (Rs.) |
6.48 |
8.71 |
2.98 |
|
QUARTERLY RESULTS
|
PARTICULARS |
30.06.2012 |
30.09.2012 |
31.12.2012 |
31.03.2013 |
30.06.2013 |
|
Type |
1st
Quarter |
2nd
Quarter |
3rd
Quarter |
4th
Quarter |
5th
Quarter |
|
Net Sales |
18837.900 |
18086.100 |
20822.800 |
19700.200 |
17416.400 |
|
Total Expenditure |
17778.000 |
17422.200 |
20156.900 |
18634.800 |
16326.500 |
|
PBIDT (Excl OI) |
1059.900 |
663.900 |
665.900 |
1065.400 |
1089.900 |
|
Other Income |
14.200 |
09.500 |
28.200 |
13.800 |
37.800 |
|
Operating Profit |
1074.100 |
673.400 |
694.100 |
1079.200 |
1127.700 |
|
Interest |
76.500 |
117.200 |
184.700 |
197.500 |
256.000 |
|
PBDT |
997.600 |
556.200 |
509.400 |
881.700 |
871.700 |
|
Depreciation |
231.300 |
240.300 |
245.900 |
246.100 |
259.300 |
|
Profit Before Tax |
766.300 |
315.900 |
263.500 |
635.600 |
612.400 |
|
Tax |
250.000 |
102.200 |
95.800 |
210.000 |
209.000 |
|
Profit After Tax |
516.300 |
213.700 |
167.700 |
425.600 |
403.400 |
|
Net Profit |
516.300 |
213.700 |
167.700 |
425.600 |
403.400 |
KEY RATIOS
|
PARTICULARS |
|
31.03.2012 |
31.03.2011 |
31.03.2010 |
|
PAT / Total Income |
(%) |
1.81
|
2.46 |
0.99 |
|
|
|
|
|
|
|
Net Profit Margin (PBT/Sales) |
(%) |
2.72
|
3.59 |
1.59 |
|
|
|
|
|
|
|
Return on Total Assets (PBT/Total Assets} |
(%) |
3.28
|
4.35 |
1.76 |
|
|
|
|
|
|
|
Return on Investment (ROI) (PBT/Networth) |
|
0.08
|
0.10 |
0.04 |
|
|
|
|
|
|
|
Debt Equity Ratio (Total Debt /Networth) |
|
0.13
|
0.00 |
0.00 |
|
|
|
|
|
|
|
Current Ratio (Current Asset/Current Liability) |
|
1.25
|
1.28 |
1.47 |
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 |
No |
|
9] |
Name of person contacted |
No |
|
10] |
Designation of contact person |
No |
|
11] |
Turnover of firm for last three years |
Yes |
|
12] |
Profitability for last three years |
Yes |
|
13] |
Reasons for variation <> 20% |
----- |
|
14] |
Estimation for coming financial year |
No |
|
15] |
Capital in the business |
Yes |
|
16] |
Details of sister concerns |
Yes |
|
17] |
Major suppliers |
No |
|
18] |
Major customers |
No |
|
19] |
Payments terms |
No |
|
20] |
Export / Import details (if applicable) |
No |
|
21] |
Market information |
----- |
|
22] |
Litigations that the firm / promoter involved in |
Yes |
|
23] |
Banking Details |
Yes |
|
24] |
Banking facility details |
Yes |
|
25] |
Conduct of the banking account |
----- |
|
26] |
Buyer visit details |
----- |
|
27] |
Financials, if provided |
Yes |
|
28] |
Incorporation details, if applicable |
Yes |
|
29] |
Last accounts filed at ROC |
Yes |
|
30] |
Major Shareholders, if available |
No |
|
31] |
Date of Birth of Proprietor/Partner/Director, if available |
No |
|
32] |
PAN of Proprietor/Partner/Director, if available |
No |
|
33] |
Voter ID No of Proprietor/Partner/Director, if available |
No |
|
34] |
External Agency Rating, if available |
Yes |
INDEX OF CHARGES:
|
S. No. |
Charge ID |
Date of Charge Creation/Modification |
Charge amount
secured |
Charge Holder |
Address |
Service Request
Number (SRN) |
|
1 |
80017474 |
08/09/2003 |
150,000,000.00 |
ICICI BANK
LIMITED |
ICICI BANK
TOWERS, 1,COMMISSORIAT ROAD, BANGALORE |
- |
HIGH COURT OF KARNATAKA
|
HIGH COURT OF KARNATAKA - PRINCIPAL BENCH AT
BANGALORE COP 127/2013 CASE PENDING
|
UNSECURED LOAN:
(Rs.
In Millions)
|
Particulars |
As
on 31.03.2012 |
As
on 31.03.2011 |
|
Short term borrowings |
|
|
|
Unsecured overdraft facility from bank |
3276.800 |
0.000 |
|
TOTAL |
3276.800 |
0.000 |
PERFORMANCE REVIEW:
The Company secured orders valued Rs 69660.000 millions in 2012 as against Rs 81890.000 millions in the previous year. The decline in orders in the current year was mainly attributable to delayed decisions on a few large projects unlike in the last year wherein the Company had secured couple of landmark large orders like HVDC project from Power Grid Corporation of India Limited for nearly Rs 6000.000 millions and 765 kV substation order from Isolux for nearly Rs 8000.000 millions. The base orders continued to be stable in a challenging market environment. The order backlog at the end of the year stood at Rs 86720.000 millions which continued to give more visibility to the future revenue streams. The revenues for the Company for the year 2012 stood at Rs 75650.000 millions as against Rs 74490.000 million in the previous year, reflecting stability of operations in an uncertain market situation. Profit before tax was at Rs 2060.000 millions in 2012 as compared to Rs 2680.000 millions in the previous year. Additional costs required executing the orders due to inordinate time delays in the infrastructure projects, unfavorable foreign exchange impact due to rupee volatility and higher interest costs resulted in lower profitability for the Company. Net profit after tax stood at Rs 1370.000 millions for the current year as compared to Rs 1850.000 millions in the previous year. Consequently the earnings per share for 2012 stood at Rs 6.48 per share as compared to Rs 8.71 in 2011.
SUBSIDIARY COMPANY:
During the year the Company acquired 18,45,763 Non- Participating
Redeemable Preference Shares of Rs 10/- each of Baldor Electric India Private
Limited, for a consideration of Rs 18.500 millions.
The Consolidated Accounts have been prepared
in accordance with the prescribed Accounting Standards and in line with the
general exemption granted by Ministry of Corporate Affairs.
As prescribed in the Circular issued by
Ministry of Corporate Affairs, the Board of Directors has, at its meeting held
on February 21, 2013, passed a resolution giving consent for not attaching the
Balance Sheet of the Subsidiary Company. The Audited consolidated Accounts,
Auditors- Report thereon and Cash Flow Statement, comprising the Company and
its Subsidiary Company, form part of this Annual Report. Shareholders who wish
to have a copy of the annual report and accounts of the Subsidiary will be
provided on receipt of a written request from them. The above documents will
also be available for inspection by any share holder at the registered office
of the Company as well as registered office of the Subsidiary Company, on any
working day during the business hours.
ECONOMY
AND MARKET OVERVIEW:
The
external environment in 2012 was challenging, GDP growth down to 6 percent from
8percent, IIP growth down to 1 percent from 5 percent and a 30 percent drop in
announcements of new projects as per Centre for Monitoring of Indian Economy
(CMIE).
High
inflation, increasing interest rates, delays in fiscal and market reforms,
delays in environmental clearances, fuel linkages and land acquisitions - all
combined and contributed to the downward trend.
OPERATIONS OVERVIEW
In this
challenging environment, the Company kept its focus on improving operational
efficiencies to remain competitive in existing businesses while preparing for
and not losing sight of emerging opportunities in new areas like renewable
energy, energy efficiency, data centers and smart grids.
Increased
focus on short cycle orders, particularly in the solar power sector – the 2x25
megawatt (MW) solar project order from Megha Engineering for Rs 3000.000
millions being an example. This focus has helped in improved performance in all
three product businesses -Discrete Automation and Motion, Power Products and
Low Voltage Products showing growth in revenue and profitability over 2011.
Delayed
infrastructure projects, unfavorable currency movements and higher interest
costs have dented profit before tax, net profit and earnings per share.
Operational excellence initiatives have helped reduce the effect. The combined
impact of delays indecisions for large projects, especially in the Power
segment, and the fact that there were no repeat orders for large transmission
projects awarded in 2011, led to reduced order intake in Power Systems and
Power Products divisions. Strategic long-term focus is on projects with higher
ABB content to maintain the Company's leadership position.
SERVICE:
The
service business grew by over 20 percent by leveraging the existing installed
base more effectively, resulting in more service agreements, upgrades,
retrofits and life extension services. At the same time, initiatives were
undertaken to add new services to the portfolio and be better prepared for the
future. Examples include:
-
Advanced services like boiler fingerprint services, loop performance
management, paper machine fingerprint, gas optimization etc.
- Energy
assessment services and building a pool of certified energy auditors
-
Improving service focus by setting up a 24x7 customer Contact Center and
service key account management
Some
service orders in 2012 that were significant in opening new avenues included:
- First
boiler fingerprint service order
- First
Annual Maintenance Contract (AMC) for a solar power plant
- First
large-scale Memorandum of Understanding (MoU) with Steel Authority of India
(SAIL) for training over 2000 personnel on ABB products and solutions
EXPORTS:
During
2012, exports grew by over 20 percent. Increased focus on export market
development and product quality that meets international standards were the
main contributors.
Significant
export orders included 72.5 kilovolt (kV) SF6 breakers, medium-voltage (MV)
outdoor circuit breakers, insulation components, Stat cons, disconnections,
high-voltage (HV)instrument transformers etc.
Exports
were spread over countries from the Middle East, Brazil, Sri Lanka, Bangladesh,
Nepal, Nigeria, Turkey, Angola, Gabon, Malaysia, Panama, Mali, Australia, Peru,
Columbia etc.
OPERATIONAL
EXCELLENCE:
During
2012, the Company focused on driving improvements in three key areas - supply
chain, operational excellence and global footprint strategy. Structured process
improvement projects and assessments were implemented to drive improvement
across businesses. The projects were conducted at all manufacturing locations
within India, helping identify key areas to improve customer metrics like on
time delivery, lead time and quality.
Operational
excellence projects completed during the year included warranty cost reduction,
minimization in transit damage, localization of manufacturing in some product
lines, inventory reduction initiatives in select businesses, improvement in on
time delivery, leading to improvement in the key business metrics.
OUTLOOK:
While
timing of market recovery is uncertain, the underlying drivers for growth
remain intact:
- The 12th Five Year Plan (2012-2017) provides
for planned investments in developing 765 kilovolt (kV) power infrastructure,
which is to form the backbone of India’s power grid. This may lead to additional
investment in HVDC for bulk power transmission
- The
expected up gradation of the transmission infrastructure by state utilities and
major planned investments by PGCIL are likely to provide significant
opportunities for the Company to grow in the power sector in the coming years
-
Potential areas like power quality improvement, better distribution, growing
datacenter sector, mass rapid transport systems, lift irrigation systems are
also likely to throw up big opportunities in the market
CONTINGENT
LIABILITIES
Rs. In Millions
|
Particular |
31.03.2012 |
31.03.2011 |
|
Excise duty / Service tax and sales tax liabilities in dispute |
3646.800 |
4202.600 |
|
Custom duty liabilities in dispute |
20.200 |
38.300 |
|
Claims against the Company not acknowledged as debts |
88.500 |
88.500 |
|
Income tax matters in dispute |
2540.500 |
192.200 |
STATEMENT OF
AUDITED RESULTS FOR THE QUARTER ENDED 31.12.2012
(Rs.
In Millions)
|
Particular |
3
Months ended 31.12.2012 |
Previous
3 months ended 30.09.2012 |
Current accounting year ended 31.12.2012 |
|
|
(Audited) |
(Unaudited) |
(Audited) |
|
Income from Operations |
|
|
|
|
Net
Sales/Income from Operations |
20527.600 |
17860.600 |
74703.100 |
|
Other
Operating Income |
295.200 |
225.500 |
946.800 |
|
Total Income from operations (net) |
20822.800 |
18086.100 |
75649.900 |
|
|
|
|
|
|
Expenses |
|
|
|
|
(a) Cost of
materials consumed and purchase of projects items |
13128.500 |
11096.600 |
46857.200 |
|
(b) Purchase of stocks in trade |
703.500 |
652.600 |
2634.600 |
|
(c) Changes
in inventories of finished goods, work in progress and stocks in trade |
420.600 |
(280.400) |
(6.900) |
|
(d)
Subcontracting charges |
1235.800 |
1179.300 |
4793.400 |
|
(e) Employee
benefit expenses |
1458.600 |
1495.200 |
6196.000 |
|
(f)
Depreciation and amortization expenses |
245.900 |
240.300 |
940.900 |
|
(g) Other
Expenses |
3209.900 |
3278.900 |
11810.700 |
|
Total Expenses |
20402.800 |
17662.500 |
73225.900 |
|
Profit from Operations before Other Income,
Finance costs and Exceptional item |
420.000 |
423.600 |
2424.000 |
|
Other Income |
28.200 |
9.500 |
70.500 |
|
Profit/ Loss from Ordinary Activities
before Finance costs and Exceptional item |
448.200 |
433.100 |
2494.500 |
|
Finance costs |
184.700 |
117.200 |
432.400 |
|
Profit/ Loss from Ordinary Activities after
Finance costs but Exceptional item |
263.500 |
315.900 |
2062.100 |
|
Exceptional item |
0.000 |
0.000 |
0.000 |
|
Profit/ Loss from Ordinary Activities
before tax |
263.500 |
315.900 |
2062.100 |
|
Tax Expenses |
95.800 |
102.200 |
688.000 |
|
Net Profit/ Loss from Ordinary Activities
after tax |
167.700 |
213.700 |
1374.100 |
|
Extraordinary
Items |
0.000 |
0.000 |
0.000 |
|
Net Profit for the period |
167.700 |
213.700 |
1374.100 |
|
Paid- up Equity Share Capital (Face value
of the share – Rs. 10) |
423.800 |
423.800 |
423.800 |
|
Reserves excluding revaluation reserves as
per balance sheet of Previous Accounting Year |
|
|
|
|
Earnings per share (before extraordinary
items) (of Rs. 10/- each) (not annualized) - Basic |
0.79 |
1.01 |
6.48 |
|
- Diluted |
0.79 |
1.01 |
6.48 |
|
Earnings per share (after extraordinary
items) (of Rs. 10/- each) (not annualized) - Basic
|
0.79 |
1.01 |
6.48 |
|
- Diluted |
0.79 |
1.01 |
6.48 |
|
|
|
|
|
|
PARTICULARS OF SHAREHOLDING |
|
|
|
|
1. Public shareholding |
|
|
|
|
Number of Shares |
52977093 |
52977093 |
52977093 |
|
Percentage of
Shareholding |
25.00% |
25.00% |
25.00% |
|
2. Promoters
and promoter group shareholding |
|
|
|
|
a)
Pledged/Encumbered |
|
|
|
|
- Number of Shares |
-- |
-- |
-- |
|
- Percentage of Shares (as a % of the Total Shareholding
of promoter and promoter group) |
-- |
-- |
-- |
|
- Percentage of Shares (as a % of the Total Share Capital
of the Company) |
-- |
-- |
-- |
|
|
|
|
|
|
Non - encumbered |
|
|
|
|
- Number of Shares |
158931282 |
158931282 |
158931282 |
|
- Percentage of Shares (as a % of the total shareholding of promoter and promoter group) |
100.00% |
100.00% |
100.00% |
|
- Percentage of Shares (as a % of the total share capital of the company) |
75.00% |
75.00% |
75.00% |
|
Particulars |
3 Months Ended 31.12.2012 |
|
|
B |
Investor
complaints (Nos.) |
|
|
|
Pending at the beginning of the quarter |
Nil |
|
|
Received during the quarter |
92 |
|
|
Disposed of during the quarter |
92 |
|
|
Remaining unresolved at the end of the quarter |
Nil |
REVENUE, RESULTS AND
CAPITAL EMPLOYED FOR THE SEGMENTS
(Rs. In Millions)
|
Particulars |
3 Months ended 31.12.2012 |
Previous
3 months ended 30.09.2012 |
Current accounting year ended 31.12.2012 |
|
|
(Audited) |
(Unaudited) |
(Audited) |
|
1. Segment Revenue |
|
|
|
|
a. Power Systems |
5989.900 |
5055.000 |
22421.600 |
|
b. Power Products |
5844.300 |
5150.600 |
20853.000 |
|
c. Process Automation |
4097.900 |
3136.000 |
13566.300 |
|
d. Discrete Automation and Motion |
4933.900 |
4171.700 |
17752.500 |
|
e. Low Voltage Products |
1682.600 |
1539.300 |
6173.800 |
|
Total |
22548.600 |
19052.600 |
80767.200 |
|
Unallocated |
129.900 |
82.200 |
361.000 |
|
Total |
22678.500 |
19134.800 |
81128.200 |
|
Less: Inter – segment revenue |
1855.700 |
1048.700 |
5478.300 |
|
Total income from operations (net) |
20822.800 |
18086.100 |
75649.900 |
|
|
|
|
|
|
2. Segment Results [Profit/ (loss) before tax and interest] |
|
|
|
|
a. Power Systems |
(629.200) |
(83.200) |
(145.400) |
|
b. Power Products |
548.700 |
435.700 |
1384.400 |
|
c. Process Automation |
(8.600) |
(143.100) |
(152.300) |
|
d. Discrete Automation and Motion |
645.500 |
303.000 |
1956.400 |
|
e. Low Voltage Products |
114.700 |
125.600 |
395.500 |
|
Total |
671.100 |
638.000 |
3438.600 |
|
Less: Finance Costs |
184.700 |
117.200 |
432.400 |
|
Other un-allocable expenditure net off
un-allocable other operating income |
222.900 |
204.900 |
944.100 |
|
Total Profit Before Tax |
263.500 |
315.900 |
2062.100 |
|
|
|
|
|
|
3. Capital Employed |
|
|
|
|
a. Power Systems |
5025.100 |
4417.300 |
5025.100 |
|
b. Power Products |
8684.100 |
8616.500 |
8684.100 |
|
c. Process Automation |
4425.300 |
4169.100 |
4425.300 |
|
d. Discrete Automation and Motion |
2685.400 |
3111.100 |
2685.400 |
|
e. Low Voltage Products |
2532.300 |
2504.700 |
2532.300 |
|
Unallocated |
2628.300 |
3732.900 |
2628.300 |
|
Total |
25980.500 |
26551.600 |
25980.500 |
STANDALONE
STATEMENT OF ASSETS AND LIABILITIES
(Rs.
in Millions)
|
Particulars |
As at current year ended 31.12.2012 Audited |
|
|
A. EQUITY AND LIABILITIES |
|
|
|
1.
Shareholders’ Funds |
|
|
|
a] Share Capital |
423.800 |
|
|
b] Reserves and Surplus |
25556.700 |
|
|
Sub-total
– Shareholders’ funds |
25980.500 |
|
|
|
|
|
|
2.
Non-current Liabilities |
|
|
|
a] Other Long term Liabilities |
38.900 |
|
|
b]
Long term provisions |
57.100 |
|
|
Sub-total
- Non-current Liabilities |
96.000 |
|
|
|
|
|
|
3. Current
Liabilities |
|
|
|
a) Short term borrowings |
3276.800 |
|
|
b) Trade payables |
18993.700 |
|
|
c) Other current liabilities |
13945.600 |
|
|
d) Short-term provisions |
2407.400 |
|
|
Sub-total
- Current Liabilities |
38623.500 |
|
|
TOTAL - EQUITY AND LIABILITIES |
64700.000 |
|
|
|
|
|
|
B ASSETS |
|
|
|
1. Non-current
assets |
|
|
|
a] Fixed assets |
13243.500 |
|
|
b] Non-current
investment |
523.900 |
|
|
c] Deferred tax
assets |
148.000 |
|
|
d] long Term
loans and Advances |
2301.800 |
|
|
e] Other
non-current assets |
84.500 |
|
|
Sub-total – Non-
current assets |
16301.700 |
|
|
|
|
|
|
2.
CURRENT ASSETS |
|
|
|
|
Current Investments |
0.800 |
|
|
Inventories |
9204.000 |
|
|
Trade Receivables |
32643.800 |
|
|
Cash & Bank Balances |
766.700 |
|
|
Short Term loans and advances |
2283.000 |
|
|
Other Current Assets |
3500.000 |
|
Sub-total – Current Assets |
48398.300 |
|
|
|
|
|
|
TOTAL
- ASSETS |
64700.000 |
|
NOTES:
1. This statement has been reviewed by the Audit
Committee and recommended for approval to the Board and the Board approved at
its meeting held on 21st February, 2013.
2. The Board of Directors of the Company have recommended
a dividend of Rs 3 per equity share of face value of Rs 2 each for the year
ended on 31st December, 2012
3. The Board of Directors have approved the amalgamation
of Baldor Electric India Private Limited, Pune (a 100% subsidiary of ABB
Limited) with the Company on 26th September, 2012. The amalgamation scheme was
filed with the Honourable High Court of Bombay on 27th November, 2012. In terms
of the scheme appointed date proposed is 1st April, 2012. Pending approval of
the scheme by the High Court, no effects of the amalgamation have been
recognised in the financial statements.
4. During the year the Company has discontinued
accounting for changes in fair value of embedded derivative contracts, to
better present the operating performance of the Company and to align its
accounting in line with the policy followed by other peer group companies.
Consequent to such change in accounting policy, profit before tax for the
current year ended December 31, 2012 is lower by Rs 18.500 Millions
5. The figure for the last quarter of current and the
previous years are the balancing figures between audited figures for the full
financial years and the unaudited published year-to-date figures for nine
months of respective years.
6. The figures of the previous year/ periods have been
regrouped/ reclassified, wherever necessary in line with Revised Schedule VI of
the Companies Act, 1956.
Fixed Assets:
- Freehold land
- Leasehold
Land
- Leasehold
Improvements
- Factory
Buildings
- Other
Building
- Residential
Quarters
- Plant and
Machinery
- Furniture and
Fixture
- Vehicle
PRESS RELEASE
ABB TO ACQUIRE US BASED POWER-ONE FOR OVER USD 1 BN
April 22, 2013,
Power and automation technology firm ABB today said it will acquire US-based solar energy company Power-One for over USD 1 billion (around Rs 54000.000 Millions) to become a global leader in solar photo-voltaic inverters.
"ABB and Power-One today announced that their respective boards have agreed to a transaction in which ABB will acquire Power-One for USD 6.35 per share in cash or USD 1,028 million equity value, which includes Power-One's net cash of USD 266 million," the company said in a statement.
The transaction would position ABB as a leading global supplier of solar photo-voltaic inverters to a market forecast to grow by more than 10 per cent per year until 2021, the statement said.
This rapid growth is being driven by rising energy demand, especially in emerging markets, rising electricity prices and declining costs, it said.
"The combination of Power-One and ABB is fully in line with our 2015 strategy and would create a global player with the scale to compete successfully and create value for customers, employees and shareholders," ABB Chief Executive Officer Joe Hogan said.
ABB's leading portfolio in power and automation, global footprint and service organization makes it a natural player in solar photo-voltaic inverters, he said.
"For many years ABB has brought its solutions to the solar photo-voltaic inverters industry and is on track to generate sales of more than US 100 million of these products in 2013," he added.
ABB WINS $38 MILLION POWER ORDERS TO BOOST ELECTRICITY SUPPLY IN
SOUTHERN INDIA
Power plant and substation solutions to facilitate energy efficiency and grid reliability
Zurich, Switzerland, Aug.6, 2013 – ABB, the leading power and automation technology group, has won orders worth around $38 million for a new 1,320 megawatt (MW) coal-fired power plant, which is under construction in the southern Indian state of Andhra Pradesh. The orders were placed by NCC Limited, the engineering, procurement and construction (EPC) contractor for the plant and a leading Indian construction and infrastructure company and were booked in the second quarter.
ABB is responsible for the design, engineering, installation
and commissioning of the electrical balance of plant (EBoP) as well as a
400-kilovolt (kV) gas insulated switchgear (GIS) substation, scheduled for
completion in 2014.
India has an installed power generation capacity of over 210,000 MW, of which
approximately 57 per cent is based on coal. According to estimates of the
International Energy Agency (IEA), national energy demand is projected to more
than double over the next 25 years. Oil and coal are expected to maintain their
shares in the primary energy mix and India is expected to displace the United
States as the world’s second-largest coal consumer by 2025. Over 60 per cent of
the rise in energy demand comes from the power sector, reflecting the enormous
demand for electricity in India.
“ABB has a long-standing presence and a well-established track record in India
and we are pleased to contribute further to the development of the country’s
power infrastructure,” said Brice Koch, head of ABB’s Power Systems division.
“Our extensive local manufacturing footprint and resource capability enable us
to bring best-in-class technologies to our customers and to serve the
electricity needs of this growing economy and its vibrant population.”
The EBoP solution comprises a range of ABB power products, which have been
integrated into an optimized system to suit operational requirements. Some of
the major product supplies include generator circuit breakers, medium- and
low-voltage switchgear, transformers and protection equipment. Based on a
proven fast delivery concept, the solution reduces overall project costs and
mitigates risk. The GIS substation ensures a compact footprint and deploys
state-of-the-art ABB technology to ensure safe and reliable power transmission.
The Nellore plant will be a ‘super-critical’ thermal power plant, which is
considered more efficient than conventional coal-fired power plants as they
generate more energy, consume less coal and produce fewer emissions than
traditional sub-critical technologies. ABB recently delivered a similar EBoP
solution for a new 1,600 MW super-critical power plant owned by the Andhra
Pradesh state utility, APPDCL, which is located close to Nellore in
Krishnapatnam.
ABB is a leader in power and automation technologies that enable utility and
industry customers to improve their performance while lowering environmental
impact. The ABB Group of companies operates in around 100 countries and employs
about 145,000 people.
ABB TO ACQUIRE POWER-ONE TO BECOME A GLOBAL LEADER IN SOLAR
PHOTOVOLTAIC (PV) INVERTERS
- The boards of ABB and Power-One have agreed to a transaction in which ABB will acquire Power-One at $6.35 per share or approximately $1 billion equity value, which includes Power-One’s net cash of $266 million
- Combination creates global leader in the most attractive and “intelligent” part of the PV value chain
- Deal gives Power-One access to ABB’s substantial R and D, global service and sales capabilities and complements ABB’s growing inverter business and leadership in power electronics
- Right time: Solar PV industry is set for 10 percent-plus annual growth as PV-generated power rapidly approaches grid parity in many countries and will change the energy mix in the long term
- Management continuity ensured
- Integration with proven approach into the Discrete Automation and Motion division
- Transaction expected to close in 2H 2013, subject to shareholder and regulatory approvals
Zurich, Switzerland, April 22, 2013 – ABB (NYSE: ABB), the leading power and automation technology group, and Power-One, Inc. (NASDAQ: PWER), a leading provider of renewable energy and of energy-efficient power conversion and power management solutions, today announced that their boards of directors have agreed to a transaction in which ABB will acquire Power-One for $6.35 per share in cash or $1,028 million equity value.
The transaction would position ABB as a leading global supplier of solar
inverters – the “intelligence” behind a solar PV system – to a market
forecasted by the International Energy Agency to grow by more than 10 percent
per year until 2021. This rapid growth is being driven by rising energy demand,
especially in emerging markets, rising electricity prices and declining costs.
“Solar PV is becoming a major force reshaping the future energy mix because it
is rapidly closing in on grid parity,” said ABB’s CEO, Joe Hogan. “Power-One is
a well-managed company and is highly regarded as a technology innovator
focusing on the most attractive and intelligent solar PV product. The
combination of Power-One and ABB is fully in line with our 2015 strategy and
would create a global player with the scale to compete successfully and create
value for customers, employees and shareholders.”
Power-One has one of the market’s most comprehensive offerings of solar
inverters, ranging from residential to utility applications, and a broad global
manufacturing footprint. It also has a power solutions portfolio that is
adjacent to ABB’s power conversion business. Power-One employs almost 3,300
people, mainly in China, Italy, the US and Slovakia. In 2012, it generated $120
million in earnings before interest, taxes, depreciation and amortization
(EBITDA) on sales of approximately $1 billion.
“This transaction delivers significant value to our shareholders and will
enable Power-One to accelerate its growth,” said Richard J. Thompson, CEO of
Power-One. “Together we can better address the growing worldwide demand for
innovative, renewable energy solutions and strengthen our global leadership. I
believe ABB is the right partner and now is the ideal time for our companies to
join forces.”
ABB’s leading portfolio in power and automation, global footprint and service
organization make it a natural player in solar PV. For many years ABB has
brought its solutions to the solar PV industry and is on track to generate
sales of more than $100 million in solar inverters in 2013. Solar inverters are
one of the fastest-developing technologies in power electronics, requiring
substantial research and development (R and D) resources. In 2012, ABB invested
about $1.5 billion in R and D overall.
“The combination of these two successful companies will create significant
value-driven growth based on innovation – which means inverters offer
opportunities for differentiation – global reach, high quality and technology
leadership,” said Ulrich Spiesshofer, head of ABB’s Discrete Automation and
Motion division, into which Power-One will be integrated. “The acquisition
supports the implementation of the division’s strategy for renewable energy and
the goal to build on our strength in power electronics.”
The transaction is structured as a merger and is subject to the satisfaction of
customary closing conditions, including approval of Power One's shareholders at
a special meeting and receipt of customary regulatory approvals. The merger
agreement contains certain agreed deal protection mechanisms. Investment funds
affiliated with Silver Lake Sumeru have entered into an agreement to vote in
favor of the transaction. The transaction is expected to close in the second half
of 2013. ABB will finance the transaction out of its own funds.
Credit Suisse acted as financial advisor to ABB, and Cleary Gottlieb Steen and
Hamilton LLP acted as legal advisor. Goldman Sachs and Company acted as
financial advisor to Power-One, and Gibson, Dunn and Crutcher LLP as legal
advisor.
ABB is a leader in power and automation technologies that enable utility and
industry customers to improve their performance while lowering environmental
impact. The ABB Group of companies operates in around 100 countries and employs
about 145,000 people. In the United States, ABB had revenues of $6.7 billion
and its workforce grew to nearly 20,000 employees in 2012.
Power-One, Inc. is a leading provider of renewable energy and energy-efficient power
conversion and power management solutions and a leading designer and
manufacturer of photovoltaic inverters. Its renewable energy products enable
the industry’s highest yielding conversion of power from solar arrays for use
by utilities, commercial enterprises and homes. Power-One has a 40-year history
as a leader in high efficiency and high density power supply products for a
variety of industries including renewable energy, servers, storage and
networking, industrial and network power systems. The company is headquartered
in Camarillo, California, and has operations in Asia, Europe, and the Americas
spanning sales, manufacturing, and R and D.
CMT REPORT (Corruption, Money Laundering & Terrorism]
The Public Notice information has been collected from various sources
including but not limited to: The Courts,
1] INFORMATION ON
DESIGNATED PARTY
No exist designating subject or any of its beneficial owners, controlling
shareholders or senior officers as terrorist or terrorist organization or whom
notice had been received that all financial transactions involving their assets
have been blocked or convicted, found guilty or against whom a judgement or
order had been entered in a proceedings for violating money-laundering,
anti-corruption or bribery or international economic or anti-terrorism sanction
laws or whose assets were seized, blocked, frozen or ordered forfeited for
violation of money laundering or international anti-terrorism laws.
2] Court Declaration :
No exist to suggest that subject is or was
the subject of any formal or informal allegations, prosecutions or other
official proceeding for making any prohibited payments or other improper payments
to government officials for engaging in prohibited transactions or with
designated parties.
3] Asset Declaration :
No records exist to suggest that the property or assets of the subject
are derived from criminal conduct or a prohibited transaction.
4] Record on Financial
Crime :
Charges or conviction
registered against subject: None
5] Records on Violation of
Anti-Corruption Laws :
Charges or
investigation registered against subject: None
6] Records on Int’l Anti-Money
Laundering Laws/Standards :
Charges or
investigation registered against subject: None
7] Criminal Records
No
available information exist that suggest that subject or any of its principals
have been formally charged or convicted by a competent governmental authority
for any financial crime or under any formal investigation by a competent
government authority for any violation of anti-corruption laws or international
anti-money laundering laws or standard.
8] Affiliation with
Government :
No record
exists to suggest that any director or indirect owners, controlling
shareholders, director, officer or employee of the company is a government
official or a family member or close business associate of a Government
official.
9] Compensation Package :
Our market
survey revealed that the amount of compensation sought by the subject is fair
and reasonable and comparable to compensation paid to others for similar
services.
10] Press Report :
No press reports / filings exists on
the subject.
CORPORATE GOVERNANCE
MIRA INFORM as part of its Due Diligence do provide comments on
Corporate Governance to identify management and governance. These factors often
have been predictive and in some cases have created vulnerabilities to credit
deterioration.
Our Governance Assessment focuses principally on the interactions
between a company’s management, its Board of Directors, Shareholders and other
financial stakeholders.
CONTRAVENTION
Subject is not known to have contravened any existing local laws, regulations
or policies that prohibit, restrict or otherwise affect the terms and
conditions that could be included in the agreement with the subject.
FOREIGN EXCHANGE RATES
|
Currency |
Unit
|
Indian Rupees |
|
US Dollar |
1 |
Rs.58.94 |
|
|
1 |
Rs.90.47 |
|
Euro |
1 |
Rs.77.87 |
INFORMATION DETAILS
|
Report Prepared
by : |
KVT |
SCORE & RATING EXPLANATIONS
|
SCORE FACTORS |
RANGE |
POINTS |
|
HISTORY |
1~10 |
7 |
|
PAID-UP CAPITAL |
1~10 |
8 |
|
OPERATING SCALE |
1~10 |
8 |
|
FINANCIAL CONDITION |
|
|
|
--BUSINESS SCALE |
1~10 |
9 |
|
--PROFITABILIRY |
1~10 |
9 |
|
--LIQUIDITY |
1~10 |
9 |
|
--LEVERAGE |
1~10 |
8 |
|
--RESERVES |
1~10 |
9 |
|
--CREDIT LINES |
1~10 |
8 |
|
--MARGINS |
-5~5 |
-- |
|
DEMERIT POINTS |
|
|
|
--BANK CHARGES |
YES/NO |
NO |
|
--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 |
|
--RBI |
YES/NO |
NO |
|
--EPF |
YES/NO |
NO |
|
TOTAL |
|
75 |
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.