MIRA INFORM REPORT

Report Date :

04.02.2014

IDENTIFICATION DETAILS

Name :	ISMT LIMITED
Registered Office :	Lunkad Towers, Viman Nagar, Pune – 411014, Maharashtra
Country :	India
Financials (as on) :	31.03.2013
Date of Incorporation :	01.09.1999
Com. Reg. No.:	11-016417
Capital Investment / Paid-up Capital :	Rs.732.500 Millions
CIN No.: [Company Identification No.]	L27109PN1999PLC016417
TAN No.: [Tax Deduction & Collection Account No.]	PNEI00099B
PAN No.: [Permanent Account No.]	AAACJ9917A
Legal Form :	A Public Limited Liability Company. The Company’s Shares are Listed on the Stock Exchanges.
Line of Business :	The Subject is engaged in manufacturing of Seamless Tubes and Engineering Steels.
No. of Employees :	2416 (Approximately)

RATING & COMMENTS

MIRA’s Rating :

Ba (43)

RATING		STATUS	PROPOSED CREDIT LINE
41-55	Ba	Overall operation is considered normal. Capable to meet normal commitments.	Satisfactory

Maximum Credit Limit :	USD 19590000
Status :	Satisfactory
Payment Behaviour :	Usually correct
Litigation :	Exist
Comments :	Subject is a well established and reputed company having fine track. The management has seen a dip in its sales revenue and has reported a huge loss during 2013. However, the financial position appears to be decent marked by healthy networth. The ratings also take into consideration the working capital intensive nature of its operations. However, trade relations are fair. Business is active. Payment terms are reported as usually correct. In view of established market position, the can be considered 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.

INDIAN ECONOMIC OVERVIEW

The services sector, the largest contributor to India’s GDP, contracted for the sixth consecutive month in December, as orders dipped. However, hiring has risen.  Direct tax collections rose 12.3 % during the April – December period of the current financial year.  The government has decided to retain 100 per cent foreign direct investment in both greenfield (new) and brown field (existing) pharmaceutical companies, despite concerns over genetic drugs going out of production, if multi-national companies take over domestic ones. In M&A deals, a non compete clause would not be allowed, except in special circumstances. The Department of Industrial Policy and Promotion plans to release the next edition of its consolidated foreign direct investment policy document on March 31, incorporating changes made in the past year. DIPP compiles all policies related to India’s FDI regime into a single document to make it easy for investors to understand. 185 million estimated number of mobile internet users in India by June 2014, according to a report by the Internet & Mobile Association of India and IMRB International.  India had 110 million mobile internet users with 25 million in rural areas. $3.77 tn estimated global IT spending in 2014, according to research firm Gartner Inc. The growth forecast for this year is cut to 3.1 %from the earlier estimate of 3.5 %. The spending growth forecast for telecom services – a segment that accounts for more than 40 % at total IT spending – from 1.9 per cent to 1.2 per cent is the main reason for this overall IT cut. A Reserve Bank of India committee has recommended setting up a special category of lenders who would cater to small businesses and households, to expand the number of customers with access to banking services. These banks would focus onproviding payment services and deposit products.  Indian banks want the free use of automated teller machines to be capped at five transactions in a month including that of the bank in which the account is active. This follows state government order to banks to install security guards at ATM booths after a woman banker was assaulted in Bangalore. The government is likely to present a vote on Account in mid-February. The annual Economic Survey will be tabled later in Parliament along with the full Budget. A full Budget for 2014/15 is likely to be present in July by the new government formed after the General Election. The government will soon launch an internet spy system, called Netra, to detect malafide messages. Security agency will deploy the system to capture dubious voice traffic on applications such as Skype and Google Talk, as well as tweeters.

EXTERNAL AGENCY RATING

Rating Agency Name	CRISIL
Rating	3/5
Rating Explanation	Fundamentals are good
Date	23.03.2012

RBI DEFAULTERS’ LIST STATUS

Subject’s name is not enlisted as a defaulter in the publicly available RBI Defaulters’ list.

EPF (Employee Provident Fund) DEFAULTERS’ LIST STATUS

Subject’s name is not enlisted as a defaulter in the publicly available EPF (Employee Provident Fund) Defaulters’ list as of 31-03-2012.

INFORMATION DENIED

Management Non Co-Operative (91-20-66024901)

LOCATIONS

Registered Office/ Corporate Office :	Lunkad Towers, Viman Nagar, Pune – 411014, Maharashtra, India
Tel. No.:	91-20-41434100/ 01/ 66024901/ 02/ 03/ 04
Fax No.:	91-20-26630779
E-Mail :	legal@ismt.co.in dbhansali@ismt.co.in secretarial@ismt.co.in
Website :	http://www.ismt.co.in http://www.ismt.com
Location :	Rented
Factory 1 (Tube) :	MIDC Industrial Area, Ahmednagar – 414111, Maharashtra, India
Tel. No.:	91-241-2777960/ 2777845/ 2777946
Fax No.:	91-241-2777363
Factory 2 (Tube):	MIDC Industrial Area, Baramati – 413133, India
Tel. No.:	91-2112-243861/65
Fax No.:	91-2112-243873
Factory 3 (Tube):	Structo Hydraulics AB Storfors, Swedan
Factory 4 (Steel) :	Jejuri – Morgaon Road, Jejuri – 412303, Maharashtra, India
Tel. No.:	91-2115-253335
Factory 5 (Power) :	Village Kurla, Warora, Chandrapur – 422910, Maharashtra, India

DIRECTORS

As on: 31.03.2013

Name :	Mr. S C Gupta
Designation :	Chairman
Name :	Mr. B R Taneja
Designation :	Director
Name :	Mr. A K Jain
Designation :	Director (up to April 12, 2013)
Name :	Mr. O P Kakkar
Designation :	Director (w. e. f. November 08, 2012)
Name :	Mr. J P Sureka
Designation :	Director
Name :	Mr. K K Rai
Designation :	Director
Name :	Mr. Vinod Sethi
Designation :	Director
Name :	Mr. V Gourishankar
Designation :	Nominee Director of IDBI Bank Limited (upto June 05, 2012)
Name :	Mr. Suresh Khatanhar
Designation :	Nominee Director of IDBI Bank Limited (w. e. f. June 06, 2012)

KEY EXECUTIVES

Name :	Mr. Salil Taneja
Designation :	Chief Executive Officer
Name :	Mr. Rajiv Goel
Designation :	Chief Financial Officer
Name :	Mr. Nirmal Chandra
Designation :	President (Project and Product Development) up to November 30, 2012
Name :	Mr. Nilesh Jain
Designation :	Company Secretary (w. e. f. May 28, 2012)

MAJOR SHAREHOLDERS / SHAREHOLDING PATTERN

As on: 31.12.2013

Category of Shareholder	Total No. of Shares	% of total No. of Shares
(A) Shareholding of Promoter and Promoter Group
(1) Indian
Individuals / Hindu Undivided Family	5008513	3.42
Bodies Corporate	71362258	48.71
Sub Total	76370771	52.13
(2) Foreign
Total shareholding of Promoter and Promoter Group (A)	76370771	52.13
(B) Public Shareholding
(1) Institutions
Mutual Funds / UTI	75395	0.05
Financial Institutions / Banks	1993848	1.36
Foreign Institutional Investors	5160926	3.52
Sub Total	7230169	4.94
(2) Non-Institutions
Bodies Corporate	9528880	6.50
Individuals
Individual shareholders holding nominal share capital up to Rs. 0.100 Million	29031582	19.82
Individual shareholders holding nominal share capital in excess of Rs. 0.100 Million	13826400	9.44
Any Others (Specify)	10513581	7.18
Non Resident Indians	3819440	2.61
Trusts	6694141	4.57
Sub Total	62900443	42.94
Total Public shareholding (B)	70130612	47.87
Total (A)+(B)	146501383	100.00
(C) Shares held by Custodians and against which Depository Receipts have been issued	0	0.00
(1) Promoter and Promoter Group	0	0.00
(2) Public	0	0.00
Sub Total	0	0.00
Total (A)+(B)+(C)	146501383	0.00

Shareholding belonging to the category "Promoter and Promoter Group"

Sl.No.	Name of the Shareholder	Details of Shares held
		No. of Shares held	As a % of grand total (A)+(B)+(C)
1	Indian Seamless Enterprises Limited	55533788	37.91
2	Vishkul Leather Garments Private Limited	14102179	9.63
3	Misrilall Mines Private Limited	601197	0.41
4	Tulika Estate & Holding Private Limited	543023	0.37
5	Satya Leasing Company Limited	304027	0.21
6	Prismo India Limited	210872	0.14
7	Shentracon Finalease Private Limited	24802	0.02
8	Misrilall Properties Private Limited	23527	0.02
9	Shentracon Holdings Private Limited	18543	0.01
10	Lighto Technologies Private Limited	300	0.00
11	Ashok Kumar Jain HUF	2517261	1.72
12	Salil Baldev Taneja	234040	0.16
13	B R Taneja	90793	0.06
14	Jagdish Prasad Sureka	120380	0.08
15	Tara Jain	1414848	0.97
16	Savitri Devi Sureka	99386	0.07
17	Raj K Sureka	85754	0.06
18	Ramesh Sureka	132155	0.09
19	Sanjay Sureka	77423	0.05
20	Alka P Mehta	73473	0.05
21	Manju Banka	50600	0.03
22	Aayushi Jain	41424	0.03
23	Mini Sureka	20450	0.01
24	Priti Sureka	20213	0.01
25	Akshay Jain	10313	0.01
26	Rohin Raj Sureka	10000	0.01
27	Avishi Sureka	10000	0.01
	Total	76370771	52.13

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
1	Jiten Kirtanlal Shah	7513428	5.13
2	East Coast Securities Limited	5002676	3.41
3	ISSAL Employee Welfare Fund	5000000	3.41
4	Life Insurance Corporation of India	1983208	1.35
5	ISMT Employees Welfare Fund	1471563	1.00
	Total	20970875	14.31

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
1	Jiten Kirtanlal Shah	7513428	5.13
	Total	7513428	5.13

BUSINESS DETAILS

Line of Business :

The Subject is engaged in manufacturing of Seamless Tubes and Engineering Steels.

GENERAL INFORMATION

No. of Employees :

2416 (Approximately)

Bankers :

· Andhra Bank

· Axis Bank

· Bank of Baroda

· Bank of India

· Bank of Maharashtra

· Central Bank of India

· Export - Import Bank of India

· ICICI Bank Limited

· IDBI Bank Limited

· IKB Deutsche Industriebank AG

· Indian Overseas Bank

· State Bank of India

Facilities :

(Rs. In Millions)

Secured Loan	As on 31.03.2013	As on 31.03.2012
LONG TERM BORROWINGS
Term Loans from Banks
Rupee Loans	633.200	1318.600
Foreign Currency Loans	6091.000	6484.400
Long Term maturities of finance lease Obligations	0.300	0.500
SHORT TERM BORROWINGS
Loans Repayable on Demand
Working Capital Borrowings From Banks
Rupee Loans	1918.200	382.000
Foreign Currency Loans	800.200	768.800
Total	9442.900	8954.300

Notes:

Security

i) Term Loans of Rs. 1303.000 Millions (including current maturities of Rs. 278.300 Millions) (Previous Year Rs. 1421.900 Millions including current maturities of Rs. 367.800 Millions) are stipulated to be secured by a first charge ranking pari passu on the Company’s immovable properties and movable fixed assets both present and future with other term lenders, excluding term loan lenders where exclusive charge on movable fixed assets as mentioned in clause (iii) has been stipulated and assets of Captive Power Project of the Company located at Chandrapur district as mentioned in clause (v). These loans are further stipulated to be secured by a second charge ranking pari passu by way of hypothecation with other term lenders on the current assets of the Company on which the first pari passu charge is stipulated to be covered in favour of consortium of banks as mentioned in Note No. 1.6.

ii) Term Loans of Rs. 3161.500 Millions (including current maturities of Rs. 897.500 Millions) (Previous Year Rs. 3934.500 Millions including current maturities of Rs. 921.200 Millions) are stipulated to be secured by a first charge ranking pair passu on the Company’s immovable properties and movable fixed assets both present and future with other term lenders, excluding term loans lenders where exclusive charge on movable fixed assets as mentioned in clause (iii) has been stipulated and assets of Captive Power Project of the Company located at Chandrapur district as mentioned in clause (v).

iii) Term Loans of Rs. 2489.500 Millions (including current maturities of Rs. 646.300 Millions) (Previous Year Rs. 2138.900 Millions including current maturities of Rs. 220.700 Millions) are stipulated to be secured by exclusive charge on the equipment finance. Out of above, term loan of Rs. 837.100 Millions is further stipulated to be secured with the land appurtenant thereto.

iv) Term Loans of Rs. 111.500 Millions (including current maturities of Rs. 111.500 Millions) (Previous Year Rs. 251.800 Millions including current maturities of Rs. 143.900 Millions) are stipulated to be secured by first charge on the entire fixed assets ranking pari passu with other term lenders excluding term loans lenders where exclusive charge on movable fixed assets as mentioned in clause (iii) and (v) has been stipulated.

v) Term Loans of Rs. 1367.100 Millions (including current maturities of Rs. 171.200 Millions) (Previous Year Rs. 1447.900 Millions including current maturities of Rs. 124.600 Millions) are stipulated to be secured by first charge ranking pari passu on the Company’s immovable properties and movable fixed assets relating to Captive Power Projects of the Company located in Chandrapur district.

vi) Term Loan of Rs. 396.400 Millions (including current maturities of Rs. Nil) (Previous Year Rs. 386.200 Millions including current maturities of Rs. Nil) is secured by first charge ranking pari passu by hypothecation in respect of current assets of the Company present and future and are further secured by a second pari passu charge on the Company’s immovable properties and all movable fixed assets both present and future as referred in Note No.(i) above.

vii) Finance Lease Obligation is secured by Hypothecation of Assets taken under Finance Lease.

viii) Maturity Schedule

(Rs. In Millions)

Particulars	1-2 year	2-3 year	3-4year	Beyond 4 years
a) Terms Loan-from Banks (Secured Loan)	2328.800	1428.700	924.300	2042.400
b) Terms Loan-from Banks (Unsecured Loan)	150.000	-	-	-
c) Sales Tax Loan	26.200	72.600	84.000	261.400

Working Capital Borrowings from Consortium Banks are secured by first charge ranking pari passu by hypothecation in respect of current assets of the Company present and future and are further secured by a second pari passu charge on the Company’s immovable properties and all movable fixed assets both present and future.

Banking Relations :	--
Auditors 1 :
Name :	J. K. Shah and Company Chartered Accountant
Auditors 2 :
Name :	P. G. Bhagwat Chartered Accountant
Cost Auditors 1 :
Name :	Dhananjay V. Joshi and Associates Cost Accountants
Cost Auditors 2 :
Name :	Parkhi Limaye and Company Cost Accountants
Advocates and Solicitors :	· J Sagar Associates · Amarchand and Mangaldas and Suresh A Shroff and Company · Federal and Rashmikant
Subsidiary Companies :	· ISMT Enterprises SA, Luxembourg · Structo Hydraulics AB, Sweden · ISMT Europe AB, Sweden · Structo (UK) Limited, United Kingdom · Structo Hydraulics India Private Limited (up to December 4, 2012) · Tridem Port and Power Company Private Limited · Nagapattinam Energy Private Limited · PT ISMT Resources, Indonesia · Indian Seamless Inc., USA (w.e.f. June 12, 2012)
Associate Companies :	· Indian Seamless Enterprises Limited · Taneja Aerospace and Aviation Limited · Structo Hydraulics India Private Limited (w.e.f. December 5, 2012) · Indian Seamless Inc., USA (up to June 11, 2012) · Lighto Technologies Private Limited

CAPITAL STRUCTURE

As on: 31.03.2013

Authorised Capital :

No. of Shares	Type	Value	Amount
175000000	Equity Shares	Rs.5/- each	Rs.875.000 Millions
	Unclassified Shares		Rs.710.000 Millions
	Total		Rs.1585.000 Millions

Issued, Subscribed & Paid-up Capital :

No. of Shares	Type	Value	Amount
146501383	Equity Shares	Rs.5/- each	Rs.732.500 Millions

The Company has only one class of issued shares having par value of Rs. 5/- each. Holder of Equity Shares is entitled to one vote per share.

Proposed Dividend per Equity Share Rs. Nil (Previous Year Rs. 0.75).

The reconciliation of number of shares outstanding and the amount of share capital is set-out below.

Particulars	As at March 31, 2013
	Equity Shares Number	Rs. in Millions
Shares outstanding at the beginning of the year Shares issued during the year Shares bought back during the year Shares outstanding at the end of the year	146501383 - - 146501383	732.500 - - 732.500

The details of shareholders holding more than 5% shares.

Name of Shareholders	As at March 31, 2013
	No. of Shares held	% of Holding
Indian Seamless Enterprises Limited Vishkul Leather Garments Private Limited HDFC Trustee Company Limited - HDFC- Equity Fund	55533788 14102179 7938894	37.90% 9.63% 5.42%

FINANCIAL DATA

[all figures are in Rupees Millions]

ABRIDGED BALANCE SHEET

SOURCES OF FUNDS	31.03.2013	31.03.2012	31.03.2011
EQUITY AND LIABILITIES
(1)Shareholders' Funds
(a) Share Capital	732.500	732.500	732.500
(b) Reserves & Surplus	4165.700	5090.800	5454.500
(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)	4898.200	5823.300	6187.000
(3) Non-Current Liabilities
(a) long-term borrowings	7318.700	8697.300	7062.000
(b) Deferred tax liabilities (Net)	343.600	752.300	752.200
(c) Other long term liabilities	0.000	0.000	0.000
(d) long-term provisions	60.200	53.000	45.100
Total Non-current Liabilities (3)	7722.500	9502.600	7859.300
(4) Current Liabilities
(a) Short term borrowings	3218.400	1150.800	724.400
(b) Trade payables	6399.600	5917.500	5392.500
(c) Other current liabilities	5884.000	5881.300	5627.300
(d) Short-term provisions	17.900	166.600	247.600
Total Current Liabilities (4)	15519.900	13116.200	11991.800
TOTAL	28140.600	28442.100	26038.100
ASSETS
(1) Non-current assets
(a) Fixed Assets
(i) Tangible assets	13560.200	11331.700	10879.500
(ii) Intangible Assets	1.700	4.500	19.200
(iii) Capital work-in-progress	315.200	2929.700	2214.200
(iv) Intangible assets under development	0.000	0.000	0.000
(b) Non-current Investments	527.500	484.700	484.700
(c) Deferred tax assets (net)	0.000	0.000	0.000
(d) Long-term Loan and Advances	120.700	145.500	347.300
(e) Other Non-current assets	928.700	981.500	796.400
Total Non-Current Assets	15454.000	15877.600	14741.300
(2) Current assets
(a) Current investments	0.000	15.000	15.000
(b) Inventories	5078.500	4916.300	4486.000
(c) Trade receivables	4000.600	4117.500	4387.800
(d) Cash and cash equivalents	743.700	899.800	677.900
(e) Short-term loans and advances	1576.900	1403.300	806.800
(f) Other current assets	1286.900	1212.600	923.300
Total Current Assets	12686.600	12564.500	11296.800
TOTAL	28140.600	28442.100	26038.100

PROFIT & LOSS ACCOUNT

	PARTICULARS		31.03.2013	31.03.2012	31.03.2011
	SALES
		Income	15917.900	19444.300	16477.000
		Other Income	206.600	244.400	141.700
		TOTAL (A)	16124.500	19688.700	16618.700
Less	EXPENSES
		Cost of Materials Consumed	7734.400	10000.700	7976.000
		Purchases of Traded Goods	82.100	0.000	0.000
		Changes in Inventories of Finished Goods & Work-in-Progress	(271.800)	(392.600)	(552.500)
		Employee Benefits	1157.900	1134.700	946.900
		Other Expenses	5706.700	6291.200	5501.900
		Foreign Exchange (Gain)/Loss	638.500	315.200	25.800
		TOTAL (B)	15047.800	17349.200	13898.100
Less	PROFIT/ (LOSS) BEFORE INTEREST, TAX, DEPRECIATION AND AMORTISATION (A-B) (C)		1076.700	2339.500	2720.600
Less	FINANCIAL EXPENSES (D)		1526.600	1207.900	905.600
	PROFIT/ (LOSS) BEFORE TAX, DEPRECIATION AND AMORTISATION (C-D) (E)		(449.900)	1131.600	1815.000
Less/ Add	DEPRECIATION/ AMORTISATION (F)		956.400	845.000	855.400
	PROFIT/ (LOSS) BEFORE TAX (E-F) (G)		(1406.300)	286.600	959.600
Less	TAX (H)		(409.200)	0.700	206.000
	PROFIT/ (LOSS) AFTER TAX (G-H) (I)		(997.100)	285.900	753.600
Add	PREVIOUS YEARS’ BALANCE BROUGHT FORWARD		247.300	589.100	548.300
Less	APPROPRIATIONS
		Dividend	0.000	109.900	183.100
		Tax on Dividend	0.000	17.800	29.700
		General Reserve	0.000	500.000	500.000
	BALANCE CARRIED TO THE B/S		(749.800)	247.300	589.100
	EARNINGS IN FOREIGN CURRENCY
		Export Earnings	3920.900	4755.700	3049.500
		Freight on Export	199.800	254.900	235.100
	TOTAL EARNINGS		4120.700	5010.600	3284.600
	IMPORTS
		Raw Materials	4554.800	4269.200	3571.100
		Stores & Spares	502.700	477.600	492.000
		Capital Goods	0.000	253.200	81.900
	TOTAL IMPORTS		5057.500	5000.000	4145.000
	Earnings/ (Loss) Per Share (Rs.)		(6.81)	1.95	5.14

KEY RATIOS

PARTICULARS		31.03.2013	31.03.2012	31.03.2011
PAT / Total Income	(%)	(6.18)	1.45	4.53
Net Profit Margin (PBT/Sales)	(%)	(8.83)	1.47	5.82
Return on Total Assets (PBT/Total Assets}	(%)	(5.15)	1.15	4.11
Return on Investment (ROI) (PBT/Networth)		(0.29)	0.05	0.15
Debt Equity Ratio (Total Debt/Networth)		2.15	1.69	1.26
Current Ratio (Current Asset/Current Liability)		0.82	0.96	0.94

LOCAL AGENCY FURTHER INFORMATION

CURRENT MATURITIES OF LONG-TERM DEBT

(Rs. In Millions)

Particular	31.03.2013	31.03.2012	31.03.2011
Current maturities of long-term debt
Rupee Loans	317.200	282.600	734.600
Foreign Currency Loans	1787.600	1495.700	1065.000
Total	2104.800	1778.300	1799.600

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	No
10]	Designation of contact person	No
11]	Turnover of firm for last three years	Yes
12]	Profitability for last three years	Yes
13]	Reasons for variation <> 20%	--
14]	Estimation for coming financial year	No
15]	Capital in the business	Yes
16]	Details of sister concerns	Yes
17]	Major suppliers	No
18]	Major customers	No
19]	Payments terms	No
20]	Export / Import details (if applicable)	No
21]	Market information	--
22]	Litigations that the firm / promoter involved in	Yes
23]	Banking Details	Yes
24]	Banking facility details	Yes
25]	Conduct of the banking account	--
26]	Buyer visit details	--
27]	Financials, if provided	Yes
28]	Incorporation details, if applicable	Yes
29]	Last accounts filed at ROC	Yes
30]	Major Shareholders, if available	Yes
31]	Date of Birth of Proprietor/Partner/Director, if available	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

LITIGATION DETAILS
Bench:- Bombay
Presentation Date:- 23/10/2013
Lodging No:-	CPL/736/2013		Failing Date:-	23/10/2013
Petitioner:-	HOTEL PARC ESTIQUE	Respondent:-	ISMT LIMITED
Petn.Adv:-	S ASHINIKUMAR AND CO (O)
District:-	MUMBAI
Bench:-	SINGLE	Category:-	COMPANY PETITION U/SEC 433,434,439 COMPANIES ACT
Status:-	Pre-Admission	Stage:-
Last Date:-	15/11/2013
Last Coram:-	REGISTRAR(OS)/PROTHONOTARY & SR. MASTER
Act:-	COMPANY PETITION U/SEC 433,434,439 COMPANIES ACT
Under Section:-	433 434

UNSECURED LOAN

(Rs. In Millions)

Particular	As on 31.03.2013	As on 31.03.2012
LONG TERM BORROWINGS
Term Loan from Bank	150.000	300.000
Interest Free Incentive and Sales Tax Loan	444.200	593.800
SHORT TERM BORROWINGS
Working Capital Borrowings From Bank Rupee Loan	500.000	0.000
Total	1094.200	893.800

OPERATIONS

As a result of adverse market conditions, particularly on the domestic front, volumes dropped significantly both in Tube as well as Steel. In turn, lower volumes led to higher fixed costs per ton, resulting in a further erosion of margin.

During the year the Company’s focus was on containing its losses by initiating a number of cost reduction measures at its plants with a special emphasis on improving yields, reducing input costs, and reducing the PQF mill process cost.

MANAGEMENT DISCUSSION AND ANALYSIS

The business environment more particularly in the second half of the year has been the most challenging times that they have faced in the recent past. The core sectors of the Indian economy which in turn are their key consuming sectors witnessed deceleration in growth, due to policy paralysis, apart from other reasons. The domestic Seamless Tube industry was further impacted by increasing share of imports resulting from dumping. At the global front, the developed economies continue to show growth below the consensus estimates, putting further pressure on their Exports. During the year the Company posted losses for the first time since its merger in 2004.

Export sales during the year was Rs. 4120.000 Millions and accounts for over 38% of Company’s total Tube Sales. During the year the Company initiated several cost rationalization infinitives, which apart from others involved developing new vendors in the international markets. The imported raw material now accounts for 55% of Company’s total Raw Material requirement against 48% Previous Year.

EBIDTA in absolute terms during the year stood at Rs. 1715.100 Millions, impacted by under utilisation of capacities. In absence of Banking, the 40 MW Captive Power Plant was forced to run at lower PLF to match with lower power requirement of the manufacturing plants. Over 68% of Company’s power requirement was met through the Captive route.

As mentioned in the last report, the Company continues its efforts to lobby against the rising imports of seamless tubes at prices which is clearly hurting the domestic industry. Imports now accounts for over 60% of domestic consumption and has been on a rise. After aggressively pursuing, the Directorate General of Safeguards under Ministry of Finance has initiated Safeguard investigations vide its Notification dated April 22, 2013. The Company is expected to substantially benefit from levy of safeguard duty on Import of seamless tubes as and when it happens. The Company is hopeful of a positive outcome of the same.

Having created significant tube and steel capacities, the challenge during the year has been to achieve volumes and hence higher capacity utilisation. The immediate priority of the Company has been to sail through this difficult times while maintaining its quality standards and ensure that the Company retains and wins those customers that matter the most.

The 40 MW Captive Power Project was undertaken to address the rising power cost, which accounts for Company’s second biggest cost element after Raw Material. However, the denial of Banking beyond 15 minutes, has resulted into captive consumption of only 76% units generated at the 40 MW Captive Power Plant. With the fluctuating nature of power consumption involved at Company’s Steel and Tube manufacturing plants the Company is forced to sell the balance power at rate which is below its cost of generation. Further, their request for coal linkage continues to be pending for over five years now which has further aggravated the problem.

The problems in the Eurozone refusing to die down, it continued to negatively impact Company’s Overseas subsidiary Structo Hydraulics AB, Sweden.

SEGMENT / PRODUCT INFORMATION

The Company is engaged in manufacturing Seamless Tubes and Engineering Steels. Seamless Tube accounted for 73% of ISMT’s total external sales value while Steel accounted for 27% of the total Steel Billets sold, 64% of the Steel in Quantity terms was used captively to make Tubes while 36% was sold to the external market.

The Company continued with its strategy to sell value added Steel Billets to external market and outsourced commodity grade Steel Billets required for inhouse Tube manufacturing.

OUTLOOK

The overall outlook has changed to cautiously optimistic with start of commodity prices and inflation moderating. However the uncertain geopolitical and economic situation both domestically and internationally, makes us cautious. The Company is well poised to take advantage of economic upturn which has started showing early positive signs. The benefit from both, increased capacities and the Captive Power Plant is expected to gradually flow in with recovery in volumes.

CONTINGENT LIABILITY

(Rs. In Millions)

Particulars	31.03.2013	31.03.2012
a) Claims against the Company not acknowledged as debt
Sales Tax	121.700	121.700
Income Tax disputed by the Company	2.000	2.000
Excise Duty	409.800	385.000
Others	94.200	89.400
b) Corporate Guarantees	272.000	493.600
c) Bills discounted on behalf of third party	747.000	370.600

INDEX OF CHARGES

S.No.	Charge ID	Date of Charge Creation/Modification	Charge amount secured	Charge Holder	Address	Service Request Number (SRN)
1	10457773	30/10/2013	500,000,000.00	State Bank of India	INDUSTRIAL FINANCE BRANCH, PUNE, TARA CHAMBERS, MUMBAI PUNE ROAD, PUNE, MAHARASHTRA - 411003, INDIA	B88611462
2	10448095	30/08/2013	500,000,000.00	Bank of India	SUSHILP, 1290, SHIVAJINAGAR, OPPOSITE SWAN INN, OFF. JANGLI MAHARAJ ROAD, PUNE, MAHARASHTRA - 411005, INDIA	B84601442
3	10447489	24/08/2013	500,000,000.00	Bank of Baroda	CORPORATE FINANCIAL SERVICES BRANCH, MANTRI COURT, 1ST FLOOR, 39, RAMABAI AMBEDKAR ROAD, PUNE, MAHARASHTRA - 411001, INDIA	B84253087
4	10446041	01/08/2013	500,000,000.00	BANK OF MAHARASHTRA	LOKMANGAL, 1501,SHIVAJINAGAR, PUNE, MAHARASHTRA - 411005, INDIA	B83566620
5	10440923	03/07/2013	400,000,000.00	ICICI Bank Limited	'A' WING, SHANGRILA GARDEN, 3RD FLOOR, BUNDGARDEN ROAD, PUNE, MAHARASHTRA - 411001, INDIA	B81064719
6	10433156	05/06/2013	300,000,000.00	Andhra Bank	SPECIALIZED CORPORATE FINANCE BRANCH, 16TH FLOOR, EARNEST HOUSE, NCPA MARG, NARIMAN POINT, MUMBAI, MAHARASHTRA - 400021, INDIA	B78015427
7	10419654	04/04/2013	500,000,000.00	Indian Overseas Bank	PUNE CANTONMENT BRANCH, WONDERLAND, 7 M G ROAD, PUNE, MAHARASHTRA - 411001, INDIA	B73172025
8	10383532	08/10/2012	516,500,000.00	Bank of India	4TH FLOOR, 63 QUEEN VICTORIA STREET, LONDON, - EC4N4UA, UNITED KINGDOM	B60930641
9	10384144	08/10/2012	774,750,000.00	BANK OF BARODA	GLOBAL SYNDICATION CENTER, 32 CITY ROAD, LONDON,- EC1Y2BD, UNITED KINGDOM	B61175071
10	10357625	23/05/2012	450,000,000.00	Bank of India	1162/6 SHIVAJINAGAR, UNIVERSITY ROAD, PUNE, MAHARASHTRA - 411005, INDIA	B40381154
11	10346942	30/03/2012	1,100,000,000.00	Bank of Maharashtra	LOKMANGAL, 1501, SHIVAJINAGAR, PUNE, MAHARASHTRA - 411005, INDIA	B36759421
12	10306539	26/08/2011	440,000,000.00	Central Bank of India	PUNE CAMP BRANCH, 317, M G ROAD, PUNE, MAHARASHTRA - 411001, INDIA	B20656641
13	10312001	15/03/2012 *	500,000,000.00	ICICI Bank Limited acting through its Singapore Br  anch	9 RAFFLES PLACE #50-01, REPUBLIC PLAZA, SINGAPORE , - 048619, SINGAPORE	B35303098
14	10285250	04/05/2011	50,000,000.00	Bank of Maharashtra	628 / 629 SACHAPIR STREET, CAMP BRANCH, PUNE, MAHARASHTRA - 411001, INDIA	B12073854
15	10277142	16/04/2012 *	500,000,000.00	Andhra Bank	SPECIALIZED CORPORATE FINANCE BRANCH, 16TH FLOOR, EARNEST HOUSE, NCPA MARG, NARIMAN POINT, MUMBAI, MAHARASHTRA - 400021, INDIA	B39138888
16	10264133	11/01/2011	850,000,000.00	Bank of Maharashtra	628/629, SACHAPIR STREET, CAMP BRANCH, PUNE, MAHARASHTRA - 411001, INDIA	B05011531
17	10260098	28/12/2010	460,000,000.00	Central Bank of India	PUNE CAMP BRANCH, 317, M.G. ROAD, PUNE, MAHARASHTRA - 411001, INDIA	B03163854
18	10220918	29/04/2010	600,000,000.00	Indian Overseas Bank	7 M G ROAD, WONDERLAND, CAMP, PUNE, MAHARASHTRA - 411001, INDIA	A86681020
19	10211203	28/12/2010 *	500,000,000.00	Bank of India	1162/6, SHIVAJI NAGAR, NEAR OBSERVATORY, UNIVERSITY ROAD, PUNE, MAHARASHTRA - 411005, INDIA	B02537827
20	10211194	22/03/2010	400,000,000.00	BANK OF MAHARASHTRA	628/629 SACHAPIR STREET, CAMP BRANCH, PUNE, MAHARASHTRA - 411001, INDIA	A82974296

* Date of charge modification

FIXED ASSETS

Tangible Assets

· Land – Freehold

· Land – Leasehold

· Buildings

· Plant and Machinery

· Furniture and Fixtures

· Office Equipment

· Vehicles

Intangible Assets

· Techinical Know-How

· Software Development

CMT REPORT (Corruption, Money Laundering & Terrorism]

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

1] INFORMATION ON DESIGNATED PARTY

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

2] Court Declaration :

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

3] Asset Declaration :

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

4] Record on Financial Crime :

Charges or conviction registered against subject: None

5] Records on Violation of Anti-Corruption Laws :

Charges or investigation registered against subject: None

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

Charges or investigation registered against subject: None

7] Criminal Records

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

8] Affiliation with Government :

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

9] Compensation Package :

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

10] Press Report :

No press reports / filings exists on the subject.

CORPORATE GOVERNANCE

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

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

CONTRAVENTION

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

FOREIGN EXCHANGE RATES

Currency	Unit	Indian Rupees
US Dollar	1	Rs.62.69
UK Pound	1	Rs.102.97
Euro	1	Rs.84.58

INFORMATION DETAILS

Information Gathered by :	PDT
Report Prepared by :	VRN

SCORE & RATING EXPLANATIONS

SCORE FACTORS	RANGE	POINTS
HISTORY	1~10	5
PAID-UP CAPITAL	1~10	6
OPERATING SCALE	1~10	5
FINANCIAL CONDITION
--BUSINESS SCALE	1~10	5
--PROFITABILIRY	1~10	3
--LIQUIDITY	1~10	5
--LEVERAGE	1~10	5
--RESERVES	1~10	5
--CREDIT LINES	1~10	4
--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		43

This score serves as a reference to assess SC’s credit risk and to set the amount of credit to be extended. It is calculated from a composite of weighted scores obtained from each of the major sections of this report. The assessed factors and their relative weights (as indicated through %) are as follows:

Financial condition (40%) Ownership background (20%) Payment record (10%)

Credit history (10%) Market trend (10%) Operational size (10%)

RATING EXPLANATIONS

RATING		STATUS	PROPOSED CREDIT LINE
>86	Aaa	Possesses an extremely sound financial base with the strongest capability for timely payment of interest and principal sums	Unlimited
71-85	Aa	Possesses adequate working capital. No caution needed for credit transaction. It has above average (strong) capability for payment of interest and principal sums	Large
56-70	A	Financial & operational base are regarded healthy. General unfavourable factors will not cause fatal effect. Satisfactory capability for payment of interest and principal sums	Fairly Large
41-55	Ba	Overall operation is considered normal. Capable to meet normal commitments.	Satisfactory
26-40	B	Capability to overcome financial difficulties seems comparatively below average.	Small
11-25	Ca	Adverse factors are apparent. Repayment of interest and principal sums in default or expected to be in default upon maturity	Limited with full security
<10	C	Absolute credit risk exists. Caution needed to be exercised	Credit not recommended
--	NB	New Business	--

PRIVATE & CONFIDENTIAL : This information is provided to you at your request, you having employed MIPL for such purpose. You will use the information as aid only in determining the propriety of giving credit and generally as an aid to your business and for no other purpose. You will hold the information in strict confidence, and shall not reveal it or make it known to the subject persons, firms or corporations or to any other. MIPL does not warrant the correctness of the information as you hold it free of any liability whatsoever. You will be liable to and indemnify MIPL for any loss, damage or expense, occasioned by your breach or non observance of any one, or more of these conditions

This report is issued at your request without any risk and responsibility on the part of MIRA INFORM PRIVATE LIMITED (MIPL) or its officials.