MIRA INFORM REPORT

 

 

Report Date :

16.01.2014

 

IDENTIFICATION DETAILS

           

Name :

THERMAX LIMITED

 

 

Registered Office :

D-13, MIDC Industrial Area, R.D. Aga Road, Chinchwad, Pune – 411019, Maharashtra

 

 

Country :

India

 

 

Financials (as on) :

31.03.2013

 

 

Date of Incorporation :

30.06.1980

 

 

Com. Reg. No.:

11-022787

 

 

Capital Investment / Paid-up Capital :

Rs. 238.300 Millions

 

 

CIN No.:

[Company Identification No.]

L29299PN1980PLC022787

 

 

TAN No.:

[Tax Deduction & Collection Account No.]

PNET00953B

PNET00081E

PNET03854E

PNET00017D

 

 

PAN No.:

[Permanent Account No.]

AAACT6284E

AAACT3910D

 

 

Legal Form :

A Public Limited Liability Company. The Company’s Shares are Listed on the Stock Exchange.

 

 

Line of Business :

Manufacturer of Solar Power Generation, Water Treatment Plant, Industrial Boiler, Air Pollution Control System.    

 

 

No. of Employees :

4100 [Approximately]

 

 

RATING & COMMENTS

 

MIRA’s Rating :

A (66)

 

RATING

STATUS

 

PROPOSED CREDIT LINE

56-70

A

Financial & operational base are regarded healthy. General unfavourable factors will not cause fatal effect. Satisfactory capability for payment of interest and principal sums

Fairly Large

 

Status :

Good

 

 

Payment Behaviour :

Regular

 

 

Litigation :

Exist

 

 

Comments :

Subject is a well established and reputed company having a fine track record.

 

There appears slight dip in profit and sales turnover of the company during the financial year 2013.

 

However, general financial strength of the company seems to be strong. Liquidity position appears to be good.

 

Trade relations are reported to be fair. Business is active. Payments are reported to be regular and as per commitments.

 

The company can be considered normal 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

(30.06.2013)

Current Rating

(30.09.2013)

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

 

India’s current account deficit narrowed in the quarter ended September as government measures to curb imports, especially gold, kicked in.  The current account deficit, the excess of a country’s imports of goods and services over exports, narrowed to $ 5.2 billion from $ 21 billion in the year ago period, according to provisional Reserve Bank of India data. Finance Minister P. Chidambaram said the CAD for the year will be less than $ 60 billion or 3 per cent of GDP and the latest data suggests the government may achieve the target.

 

India was ranked 94th among the world’s most corrupt nations list. Denmark and New Zealand topped as the cleanest while Somalia emerged as the most corrupt.

 

India’s services sector activity witnessed a moderate improvement in November over the previous month, even while indicating the fifth successive monthly contraction, according the HSBC survey.

 

$53 million estimated losses suffered by India due to phishing attacks during the third quarter, according to a study by RSA. India ranks fourth in the list of nations hit by phishing attacks. The US remained at the top of the charts. Phishing is the process of acquiring information such as user names, passwords and credit card details by sending e-mails disguised as official mails.

 

Rs.4080 million worth of mobile-phone-based transactions by July 2013 compared to Rs.260 million in September, 2012, according to Deloitte report. The number of transactions has shot up from 94000 to 701000.

 

India aims to earn Rs.400000 million from the bandwidth auction set for January. The merger and acquisition guidelines, cleared by a group of ministers, will be out before the auction begins so that players can make informed decisions on the auctions.

 

 

EXTERNAL AGENCY RATING

 

Rating Agency Name

ICRA

Rating

CASH CREDIT FACILITIES : AA+

Rating Explanation

Having high degree of safety regarding timely servicing of financial obligation it carry very low credit risk.

Date

December, 2012

 

 

Rating Agency Name

ICRA

Rating

SHORT TERM NON FUND BASED LIMITS : A1+

Rating Explanation

Very strong degree of safety and lowest credit risk.

Date

December, 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 DECLINED

 

Management Non-Cooperative (91-20-27475941)

 

LOCATIONS

 

Registered Office/ Factory 1 :

D-13, MIDC Industrial Area, R.D. Aga Road, Chinchwad, Pune – 411019, Maharashtra, India

Tel. No.:

91-20-27475941- 42/ 66122100

Fax No.:

91-20-27472049

E-Mail :

dtrivedi@thermaxindia.com

imohanch@thermaxindia.com

info@thermaxindia.com

slalai@thermaxindia.com

amathur@thermaxindia.com

Website :

http://www.thermaxindia.com

http://www.thermaxchem.com    

http://www.tbwindia.com

http://www.thermaxsoftware.com

 

 

Corporate Office :

Thermax House, 14, Mumbai – Pune Road, Wakdewadi, Pune – 411003, Maharashtra, India

Tel. No.:

91-20-66051200 / 25542122

Fax No.:

91-20-25542242

E-Mail :

imohanch@thermaxindia.com

 

 

Factory 2 :

D-1 Block, MIDC Industrial Area, Chinchwad, Pune - 411 019, Maharashtra, India

 

 

Factory 3 :

At Paudh, Post Mazgaon Taluka Khalapur, District Raigad – 410 206, Maharashtra, India   

 

 

Factory 4 :

Gat No. 125, Crusher Road, At Post Rohakal, Taluka – Savli, District Vadodara – 391775, Gujarat, India

 

 

Factory 5 :

Plot No.21/1-2-3, GIDC Manjusar, Taluka - Savli, Dist.- Vadodara – 391 775, Gujarat, India  

 

 

Factory 6 :

Survey No-169, Village Dhrub, Taluka Mundra, Mundra – 370 201, District Kutch, Gujarat, India

 

 

Factory 7 :

Plot No 903/1, GIDC, Jhagadia Industrial Estate, Jhagadia, District Bharuch – 393 110, Gujarat, India

 

 

Factory 8 :

Plot No. T-1, MIDC, Chincholi, Taluka Mohol, District Solapur – 413 255, Maharashtra, India

 

 

Factory 9 :

Gat No. 125, Crusher Road, At Post Rohakal, Taluka Khed, District Pune – 410 501, Maharashtra, India

 

 

Branch Office :

409-411, Mahakant, Opposite V.S. Hospital, Ashram Road, Ahmedabad – 380006, Gujarat, India

Tel. No.:

91-79-26577073

Fax No. :

91-79-26577270

 

 

DIRECTORS

 

AS ON 31.03.2013

 

Name :

Ms. Meher Pudumjee

Designation :

Chairperson

 

 

Name :

Mr. M.S. Unnikrishnan

Designation :

Managing Director

 

 

Name :

Mr. Anu Aga

Designation :

Director

 

 

Name :

Dr. Raghunath A. Mashelkar

Designation :

Director

 

 

Name :

Dr. Valentin Von Massow

Designation :

Director

 

 

Name :

Mr. Nawshir Mirza

Designation :

Director

 

 

Name :

Mr. Tapan Mitra

Designation :

Director

 

 

Name :

Mr. Pheroz Pudumjee

Designation :

Director

 

 

Name :

Dr. Jairam Varadaraj

Designation :

Director

 

 

KEY EXECUTIVES

 

Name :

Mr. Gopal Mahadevan

Designation :

Executive Vice President and Chief Finance Officer

 

 

Name :

Mr. M.S. Unnikrishnan

Designation :

Chief Executive Officer

 

 

Name :

Mr. Gajanan P. Kulkarni

Designation :

Vice President – Legal and Company Secretary

 

 

Name :

Mr. Abhay Shah

Designation :

Accounts Manager

 

 

EXECUTIVE COUNCIL:

 

 

Name :

Mr. Ravinder Advani

Designation :

Executive Vice President – ESD 

 

 

Name :

Mr. Sharad Gangal

Designation :

Key Executive

 

 

Name :

Mr. Pravin Karve

Designation :

Key Executive

 

 

Name :

Mr. Gopal Mahadevan

Designation :

Key Executive

 

 

Name :

Mr. Hemant Mohgaonkar

Designation :

Key Executive

 

 

Name :

Mr. Rajan Nair

Designation :

Key Executive

 

 

Name :

Mr. S. Ramachandran

Designation :

Key Executive

 

 

Name :

Mr. R V Ramani

Designation :

Divisional Head

 

 

Name :

Dr. R.R. Sonde

Designation :

Executive Vice President

 

 

Name :

Mr. M. S. Unnikrishnan

Designation :

Executive Vice President

 

 

SHAREHOLDING PATTERN

 

AS ON 30.09.2013

 

Category of Shareholder

Total No. of Shares

Total Shareholding as a % of Total No. of Shares

(A) Shareholding of Promoter and Promoter Group

 

 

http://www.bseindia.com/include/images/clear.gif(1) Indian

 

 

http://www.bseindia.com/include/images/clear.gifIndividuals / Hindu Undivided Family

9520805

7.99

http://www.bseindia.com/include/images/clear.gifBodies Corporate

64328500

53.99

http://www.bseindia.com/include/images/clear.gifAny Others (Specify)

6000

0.01

http://www.bseindia.com/include/images/clear.gifDirectors/Promoters & their Relatives & Friends

6000

0.01

http://www.bseindia.com/include/images/clear.gifSub Total

73855305

61.98

http://www.bseindia.com/include/images/clear.gif(2) Foreign

 

 

Total shareholding of Promoter and Promoter Group (A)

73855305

61.98

(B) Public Shareholding

 

 

http://www.bseindia.com/include/images/clear.gif(1) Institutions

 

 

http://www.bseindia.com/include/images/clear.gifMutual Funds / UTI

5965442

5.01

http://www.bseindia.com/include/images/clear.gifFinancial Institutions / Banks

3881018

3.26

http://www.bseindia.com/include/images/clear.gifForeign Institutional Investors

18227000

15.30

http://www.bseindia.com/include/images/clear.gifSub Total

28073460

23.56

http://www.bseindia.com/include/images/clear.gif(2) Non-Institutions

 

 

http://www.bseindia.com/include/images/clear.gifBodies Corporate

2801674

2.35

http://www.bseindia.com/include/images/clear.gifIndividuals

 

 

http://www.bseindia.com/include/images/clear.gifIndividual shareholders holding nominal share capital up to Rs. 0.100 Million

6945616

5.83

http://www.bseindia.com/include/images/clear.gifIndividual shareholders holding nominal share capital in excess of Rs. 0.100 Million

7080380

5.94

http://www.bseindia.com/include/images/clear.gifAny Others (Specify)

399865

0.34

http://www.bseindia.com/include/images/clear.gifNon Resident Indians

260937

0.22

http://www.bseindia.com/include/images/clear.gifTrusts

155

0.00

http://www.bseindia.com/include/images/clear.gifClearing Members

5462

0.00

http://www.bseindia.com/include/images/clear.gifHindu Undivided Families

133311

0.11

http://www.bseindia.com/include/images/clear.gifSub Total

17227535

14.46

Total Public shareholding (B)

45300995

38.02

Total (A)+(B)

119156300

100.00

(C) Shares held by Custodians and against which Depository Receipts have been issued

0

0.00

http://www.bseindia.com/include/images/clear.gif(1) Promoter and Promoter Group

0

0.00

http://www.bseindia.com/include/images/clear.gif(2) Public

0

0.00

http://www.bseindia.com/include/images/clear.gifSub Total

0

0.00

Total (A)+(B)+(C)

119156300

0.00

 

 

BUSINESS DETAILS

 

Line of Business :

Manufacturer of Solar Power Generation, Water Treatment Plant, Industrial Boiler, Air Pollution Control System.    

 

 

Products :

ITC Code

Product Descriptions

8402.10

Steam or Other Vapour Generating Boilers

--

Power Plant

8421.10

Purifying Machinery for Liquid or Gases

 

PRODUCTION STATUS [AS ON 31.03.2011]

 

Particulars

Unit

Installed Capacity

Actual Production

 

 

 

 

Energy Products and Systems

a.       Boilers Capacity upto 30MT / Chillers

b.       Boilers Capacity above 30MT

c.       Heaters

d.       Power Plants

 

Nos.

MT

Mn. Kg Cal

MW

 

3441

22410

--

--

 

2141

4351

35

63

Environmental Products and Systems :

 

 

 

a. Air Pollution Control Plants and

    Systems

Nos.

--

946

b. Water and Waste Treatment Plants

Nos.

--

1256

c. Ion Exchange Resins and Chemicals

MT

36161

19855

 

 

GENERAL INFORMATION

 

No. of Employees :

4100 [Approximately]

 

 

Bankers :

·         Union Bank of India

·         Bank of Baroda

·         Canara Bank

·         Citibank N.A.

·         Corporation Bank

·         ICICI Bank Limited

·         State Bank of India

·         HSBC Bank

 

 

Facilities :

Secured Loan

As on 31.03.2013

[Rs. in Millions]

As on 31.03.2012

[Rs. in Millions]

Long Term Borrowings

 

 

Term Loan

 

 

From Other than Banks

1.300

0.800

 

 

 

Short Term Borrowings

 

 

From Banks

119.100

35.600

TOTAL

120.400

36.400

 

 

 

 

 

 

Banking Relations :

--

 

 

Auditors :

 

Name :

B.K. Khare and Company

Chartered Accountants

Address :

706/ 707, Sharda Chambers, New Marine Lines, Mumbai – 400020, Maharashtra, India

 

 

Holding Company :

RDA Holding and Trading Private Limited

 

 

Domestic Subsidiaries :

·         Thermax Sustainable Energy Solutions Limited

·         Thermax Engineering Construction Company Limited

·         Thermax Instrumentation Limited

·         Thermax Onsite Energy Solutions Limited

 

 

Overseas Subsidiaries :

·         Thermax Europe Limited, U.K.

·         Thermax International Limited, Mauritius

·         Thermax Hong Kong Limited, Hong Kong

·         Thermax (Zhejiang) Cooling and Heating Engineering Company Limited, China

·         Thermax Netherlands BV.

·         Danstoker A/S, Denmark

·         Ejendomsanpartsselskabet Industrivej Nord 13 (EIN), Denmark

·         Omnical Kessel and Apparatebau GmbH, Germany

·         Thermax SDN. BHD.

·         Rifox-Hans Richter GmbH Spezialarmaturen

·         Thermax do Brasil Energia-e Equipamentos Ltda., Brazil

·         Thermax Inc., USA

 

 

Joint Venture :

·         Thermax Babcock and Wilcox Energy Solutions Private Limited

·         Thermax SPX Energy Technologies Limited

 

 

CAPITAL STRUCTURE

 

AS ON 31.03.2013

 

Authorised Capital :

No. of Shares

Type

Value

Amount

375000000

Equity Shares

Rs.2/- each

Rs.750.000 Millions

 

Issued, Subscribed & Paid-up Capital :

No. of Shares

Type

Value

Amount

119156300

Equity Shares

Rs.2/- each

Rs.238.300 Millions

 

NOTES:

 

RECONCILIATION OF NUMBER OF EQUITY SHARES

 

PARTICULAR

AS ON 31.03.2013

 

 

No. of Shares

Rs. in Millions

Shares outstanding at the beginning of period

119156300

238.300

Shares outstanding at the end of period

119156300

238.300

 

 

RIGHTS, PREFERENCES AND RESTRICTIONS ATTACHED TO SHARES

 

Equity Shares: The Company has one class of equity shares having a par value of Rs.2/- per share. Each shareholder is eligible for one vote per share held. The dividend proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting, except in case of interim dividend. In the event of liquidation, the equity shareholders are eligible to receive the remaining assets of the Company after distribution of all preferential amounts, in proportion to their shareholding.

 

EQUITY SHARES HELD BY HOLDING COMPANY

 

6,43,28,500 shares are held by holding company, RDA Holding and Trading Private Limited.

 

DETAILS OF EQUITY SHARES HELD BY SHAREHOLDERS HOLDING MORE THAN 5% OF THE AGGREGATE SHARES IN THE COMPANY

 

PARTICULAR

AS ON 31.03.2013

 

 

No. of Shares

%

RDA Holding and Trading Private Limited

64328500

53.99

Anu Aga

6888305

5.78


 

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

238.300

238.300

238.300

(b) Reserves & Surplus

18454.400

15773.500

12685.100

(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)

18692.700

16011.800

12923.400

 

 

 

 

(3) Non-Current Liabilities

 

 

 

(a) long-term borrowings

4.300

0.800

0.800

(b) Deferred tax liabilities (Net)

247.200

229.800

201.300

(c) Other long term liabilities

418.900

219.600

110.700

(d) long-term provisions

0.000

0.000

0.000

Total Non-current Liabilities (3)

670.400

450.200

312.800

 

 

 

 

(4) Current Liabilities

 

 

 

(a) Short term borrowings

119.100

1663.600

480.400

(b) Trade payables

8880.500

8954.400

8445.500

(c) Other current liabilities

10121.300

10160.000

11545.900

(d) Short-term provisions

2557.400

2457.300

2597.200

Total Current Liabilities (4)

21678.300

23235.300

23069.000

 

 

 

 

TOTAL

41041.400

39697.300

36305.200

 

 

 

 

II.    ASSETS

 

 

 

(1) Non-current assets

 

 

 

(a) Fixed Assets

 

 

 

(i) Tangible assets

5275.500

4988.000

4717.500

(ii) Intangible Assets

270.600

328.200

148.600

(iii) Capital work-in-progress

909.000

419.700

297.300

(iv) Intangible assets under development

0.000

0.000

0.000

(b) Non-current Investments

3936.900

3509.700

2609.100

(c) Deferred tax assets (net)

0.000

0.000

0.000

(d) Long-term Loan and Advances

261.700

301.500

260.800

(e) Other Non-current assets

1983.000

1020.000

1693.300

Total Non-Current Assets

12636.700

10567.100

9726.600

 

 

 

 

(2) Current assets

 

 

 

(a) Current investments

4102.900

2017.200

1434.500

(b) Inventories

2103.300

2792.200

2823.200

(c) Trade receivables

14238.900

12456.300

9611.700

(d) Cash and cash equivalents

2226.200

5697.500

5956.900

(e) Short-term loans and advances

1250.500

1581.200

1831.100

(f) Other current assets

4482.900

4585.800

4921.200

Total Current Assets

28404.700

29130.200

26578.600

 

 

 

 

TOTAL

41041.400

39697.300

36305.200

 

 


PROFIT & LOSS ACCOUNT

 

 

PARTICULARS

 

31.03.2013

31.03.2012

31.03.2011

 

SALES

 

 

 

 

 

Income

46908.700

53040.600

48523.600

 

 

Other Income

730.100

704.900

831.300

 

 

TOTAL                                     (A)

47638.800

53745.500

49354.900

 

 

 

 

 

Less

EXPENSES

 

 

 

 

 

Cost of Materials Consumed

30584.600

35283.600

32892.000

 

 

Purchases of Stock-in-Trade

1178.900

1558.800

1415.300

 

 

Employee Benefits

4015.700

3874.300

3686.400

 

 

Other Expenses

6084.500

6518.600

5327.900

 

 

Changes in Inventories

(26.300)

(33.800)

(148.800)

 

 

TOTAL                                     (B)

41837.400

47201.500

43172.800

 

 

 

 

 

Less

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

5801.400

6544.000

6182.100

 

 

 

 

 

Less

FINANCIAL EXPENSES                         (D)

96.500

65.500

21.800

 

 

 

 

 

 

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

5704.900

6478.500

6160.300

 

 

 

 

 

Less/ Add

DEPRECIATION/ AMORTISATION                     (F)

548.600

469.500

433.300

 

 

 

 

 

 

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

5156.300

6009.000

5727.000

 

 

 

 

 

Less

TAX                                                                  (H)

1656.700

1940.400

1902.800

 

 

 

 

 

 

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

3499.600

4068.600

3824.200

 

 

 

 

 

Add

PREVIOUS YEARS’ BALANCE BROUGHT FORWARD

10914.600

8235.400

6057.600

 

 

 

 

 

Less

APPROPRIATIONS

 

 

 

 

 

Transfer to General Reserve

350.000

420.000

400.000

 

 

Proposed Equity Dividend

834.100

834.100

1072.400

 

 

Tax on Dividend

141.800

135.300

174.000

 

BALANCE CARRIED TO THE B/S

13088.300

10914.600

8235.400

 

 

 

 

 

 

EARNINGS IN FOREIGN CURRENCY

 

 

 

 

 

Export of Goods on FOB

6567.200

7257.300

6122.000

 

 

Other Earnings

140.000

61.400

54.000

 

TOTAL EARNINGS

6707.200

7318.700

6176.000

 

 

 

 

 

 

IMPORTS

 

 

 

 

 

Raw Materials

1311.900

4649.700

3254.300

 

 

Components & Spares

708.000

1167.800

1423.900

 

 

Consumables

51.200

63.200

84.600

 

 

Capital Goods

146.200

31.700

15.200

 

TOTAL IMPORTS

2217.300

5912.400

4778.000

 

 

 

 

 

 

Earnings / (Loss) Per Share (Rs.)

29.37

34.15

32.09

 

 

KEY RATIOS

 

PARTICULARS

 

 

31.03.2013

31.03.2012

31.03.2011

PAT / Total Income

(%)

7.35

7.57

7.75

 

 

 

 

 

Net Profit Margin

(PBT/Sales)

(%)

10.99

11.33

11.80

 

 

 

 

 

Return on Total Assets

(PBT/Total Assets}

(%)

14.25

16.80

17.15

 

 

 

 

 

Return on Investment (ROI)

(PBT/Networth)

 

0.27

0.38

0.44

 

 

 

 

 

Debt Equity Ratio

(Total Debt/Networth)

 

0.01

0.10

0.04

 

 

 

 

 

Current Ratio

(Current Asset/Current Liability)

 

1.31

1.30

1.19

 

 

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

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]

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

 

 

LITIGATION DETAILS:

 

HIGH COURT OF BOMBAY

 

Bench:- Bombay

Stamp No:-

ITXAL/1447/211

Failing Date:-

24/11/2011

Reg. No.:-

ITXA/2647/2011

Reg. Date:-

23/12/2011

 

Petitioner:-

COMMISSIONER OF INCOME TAX

Respondent:-

THERMAX LIMITED

Petn.Adv:-

N N Singh (0)

Resp. Adv:-

Shah Sanjiv Madhusudan (0)

District:-

PUNE

 

Bench:-

DIVISION

Status:-

Pre-Admission

Category:-

TAX APPEALS

Next Date:-

29/01/2014

Stage:-

FOR ADMISSION - FRESH

Coram:-

ACCORDING TO SITTING LIST

ACCORDING TO SITTING LIST

 

 

Last Date:-

05/04/2013

Stage:-

FOR ADMISSION - FRESH

Last Coram:-

HON’BLE SHRI JUSTICE J.P. DECADHAR

HON’BLE SHRI JUSTICE M.S. SANKLECHA

 

 

Act:-

Income Tax Act, 1961

Under Section : 260A

 

 

UNSECURED LOAN

 

Particulars

As on 31.03.2013

[Rs. in Millions]

As on 31.03.2012

[Rs. in Millions]

Long Term Borrowings

 

 

Term Loan

 

 

From Other than Banks

3.000

0.000

 

 

 

Short Term Borrowings

 

 

From Banks

0.000

1628.000

TOTAL

3.000

1628.000

 

 

ANNUAL PERFORMANCE:

 

For the financial year 2012-13, the company reported total revenue of Rs. 47639.000 Millions as against last year’s revenue of Rs. 53746.000 Millions, a reduction of 11.4 % owing to a lower order book at the beginning of the year. Thermax’s Energy business – Boiler and Heater, Power, Cooling and Heating divisions plus the fledgling Solar group – contributed 77% of the total revenue while the Environment business comprising Air Pollution Control, Water and Waste Solutions and Chemical division accounted for the remaining 23%. Last year the share of Energy and Environment businesses was 78% and 22% respectively.

 

During the year, exports including deemed exports were at Rs. 9839.000 Millions against Rs. 11427.000 Millions last year, a decrease of 13.9%. Profit before tax at Rs. 5156.000 Millions was 10.8% of the total revenue, compared to Rs. 6009.000 Millions, 11.2%, previous year. In a year that continued to witness increase in input costs, lower price realizations and reduced revenues, the company maintained EBITDA margins at 10.8% as the management continued focusing on operational efficiency and controlling costs on a sustainable basis across the company.

 

Profit after tax stood at Rs. 3500.000 Millions compared to Rs. 4069.000 Millions in the previous year. Earnings per share (EPS) declined to Rs. 29.37 from Rs. 34.15 in FY 2011-12. Order booking for the year was Rs. 48590.000 Millions against Rs. 40320.000 Millions last year, registering an increase of 20%. The company completed the year with an order backlog of Rs. 43570.000 Millions as against Rs. 42300.000 Millions in FY 2011- 12. Like the previous year, FY 2012-13 has also been challenging for the capital goods sector. The difficulties of the power sector and the resulting absence of fresh investments and order finalizations continued.

 

Profit after tax on a consolidated basis is lower than the stand-alone results owing to the losses incurred by Thermax Instrumentation Limited (TIL), Thermax (Zhejiang) Cooling and Heating Engineering Company Limited (TZL) and the company’s share of losses in the joint venture subsidiaries, Thermax Babcock and Wilcox Energy Solutions Private Limited (TBWES) and Thermax SPX Energy Technologies Limited (TSPX). TIL, which undertakes construction and commissioning work for the Power division of the company, is expected to face another challenging year ahead. In the tough market conditions prevailing in China, TZL is still working towards breaking even. The construction of the manufacturing plant of TBWES is nearing completion and the JV is focusing on making it operational.

 

 

MANAGEMENT DISCUSSION AND ANALYSIS:

 

OVERVIEW OF THE BUSINESS ENVIRONMENT:

 

As the economic distress in international markets continued, global economic growth slowed to 3.2% in 2012 from 3.9% in the previous year. Most international markets, especially the larger economies, experienced even tougher times in the past year. With the continuing Eurozone difficulties, austerity measures resulted in less spending, further slowing down economic growth. Among advanced economies, Japan appeared to be the only exception and with its new economic policy unveiled, poised to reverse its prolonged phase of deflation.

 

The American GDP shrank 0.1% further in the fourth quarter of 2012 while unemployment dropped to 7.9% in January ’13 indicating that turnaround will be a painfully slow process for the world’s largest economy. The overall growth rate for developed economies was much lower at 1.6% and 1.3% for 2011 and 2012 respectively. Many emerging economies including those of BRIC (Brazil, Russia, India, and China) countries have witnessed decelerating growth with financial protection measures being introduced by some.

 

On the domestic front, the Indian economy continues to be in the grip of a slowdown, though among the developing economies, only China and Indonesia grew faster than India in FY 2012-13. While strong post financial- crisis stimulus led to stronger growth in FY 2009-10 and FY 2010-11, in the last two years (FY 2011-12 and FY 2012-13), growth slowed to 6.2% and 5.0% respectively. Growth in the services sector also declined from 8.2% in FY 2011-12 to 6.6% in FY 2012-13. High inflation and the tightening monetary policies slowed down consumption demand in FY 2012-13. The consumer price index (CPI) for inflation also remained close to double digits throughout the year.

 

The continued global slowdown led to surplus capacities in Europe and China, thus affecting capital goods exports from India especially in the power sector. With net exports declining, India’s balance of payments and current account deficit have come under pressure. With government savings falling, the current account deficit also widened due to higher external borrowings.

 

The capital goods sector was adversely affected for the second consecutive year. Investments have continued to be low especially in infrastructure sectors like power due to policy challenges affecting important milestones such as environmental clearances, fuel linkages and land acquisition, among others. Factors like sectoral banking limit exhaustion and tariff revisions have further added to the complexities resulting in a large number of big projects being delayed. The sector hasn’t seen any improvement in new order finalizations. There aren’t visible signs of change in the situation in the immediate future as this stagnation is likely to continue, severely limiting the number of active projects in the market. Moreover, projects that have been sanctioned are slowing their pace of execution, bringing tightness to the cash cycle. Competition has become intense due to many players chasing fewer orders.

 

The year saw capacity utilization in the capital goods sector hovering at about 70% with above average inventory levels and no major capacity additions announced. With the country approaching general elections, the possibilities of new radical policy changes and their implementation or their positive impact on large lead projects seem unlikely.

 

However, it is not all gloom. In recent months, there have been signals of positive growth from both USA and Japan. In India, there have been some encouraging indicators for prospects of growth in the medium and long term. From its peak of 8.3% in November 2011, inflation declined to 4.2% in December 2012. The consumer spend has sustained so far with consumption in smaller towns and rural areas maintaining its active trend, stimulating growth of smaller process industries, though at a slow pace.

 

The cement sector is witnessing better capacity utilization and profitability. The oil and gas sector is also expected to be buoyant in FY 2013-14 as major PSU oil companies have declared their expansion plans for the coming year. In the steel sector, beyond some brown field expansion in the near future, no major revival is visible. Food processing continues to see expansion and new investments. Overall, though the aspirational imperatives of the economy and the derisking strategies that individual companies are putting in place could have some positive effect, FY 2013-14 is going to be another challenging year.

 

The power sector continues to lag behind and no major changes are expected even next year. The 88,000 MW generation capacity aimed for in the 12th Five-Year Plan (2012-17) is still held up in the confusion of governmental policy formulation and implementation. Though various measures from amending existing fuel supply agreements (FSAs) to price pooling of coal are being discussed, closure on these critical issues still remains elusive and prospects of recovery for the sector remains distant. The power shortages in many states across the country will compel the revival of captive power generation in the coming year. This augurs well for the captive power generation business.

 

There are indisputable grounds for growth and there is the expectation that the economy will shift to its earlier phase of dynamism. Though the last two years saw economic performance slipping below what was expected, effective government policies and planning can ensure growth for India. Such a revival demands investments in energy and non-conventional resources. Though short term prospects appear bleak, for companies positioned in the power sector, outlook for medium and long-term is good.

 

Despite political difficulties, the government has made some bold moves in the past few months. The Union budget is designed with a medium term focus. Efforts to contain fiscal deficit plus the measures to alter the current account deficit situation are positive signals for the economy and are bound to give the required stimulus to revive the country’s exports. The budgetary allocation for the proposed implementation of Goods and Services Tax will certainly stimulate industrial growth. Investment allowance for projects of over Rs. 1000.000 Millions will provide the impetus for companies to opt for investments.

 

The scheme for restructuring the debts of state power distribution companies could lead to better recoveries and may encourage capacity additions in the long run. The setting up of the Cabinet Committee of Investment headed by the Prime Minister to fast-track mega projects is a welcome move for the industry. Permitting FDI in a number of areas including power exchanges is a ray of hope for a revival in the power sector. However, as it takes time for policy intent to be translated to industrial revival, it will take longer for its impact to be felt by the capital goods sector and FY 2013-14 is not going to be significantly different from FY 2012-13.

 

 

OVERVIEW OF COMPANY OPERATIONS:

 

The company posted lower results for fiscal FY 2012-13 with a total revenue of Rs. 47639.000 Millions and a net profit after tax of Rs. 3500.000 Millions. Export income, including deemed exports decreased by 13.9% to Rs. 9839.000 Millions. The economic uncertainties in the domestic and international markets resulted in a reduced opening order book, affecting Thermax’s performance for the year. However, the order booking during the year improved to Rs. 48590.000 Millions, an increase of 20 % from the previous year. With lower opening carry forwards, the project businesses of the company – power, large boilers and air pollution control – performed at lower levels. Still, the order balance at the end of the year stood at Rs. 43570.000 Millions, a marginal improvement of 3% over the previous year.

 

The company’s standard product businesses, except heating, have a healthy order book. They introduced several new products that could bring in new revenue streams for the company in the coming years. A separate segment in this report provides details of the new products. The order booking during the year was mainly from public sector steel units, cement and power sectors. Food and food processing, textile and pharma also contributed. For the export market, South East Asia and the Middle East accounted for the largest market share. Thermax also continued to make inroads in the African market. The Service business of the company grew by 44.6% over the previous year.

 

 

NEW PRODUCTS:

 

The Cooling division introduced ‘Dry Coolers’. They are convective heat transfer machines and substitute conventional wet cooling towers. As the dry coolers utilize air as a medium for heat transfer unlike cooling towers that use water, they can help industries operating in areas troubled by water scarcity. Hybrid Chillers, also introduced during the year, combine absorption and compression technologies to reduce power consumption by half while generating additional steam or other forms of heat. They offer sub-zero chilling for process cooling applications.

 

Both these cooling systems have already found customers. The Heating business group launched a solid fuel fired hot air generator called Aquaerotherm to provide clean hot air for process heating and drying. The group has already supplied several units to tea estates.  The Research, Technology and Innovation Centre (RTIC) successfully completed a technology demonstration project of a solar based cold storage facility for rural areas. Installed at the Solar Energy Centre of the Ministry of New and Renewable Energy (MNRE) at Gurgaon, the system is now ready for demonstration under different conditions.

 

 

ENERGY SEGMENT ANALYSIS:

 

Energy business of the company accounted for 77% of segmental revenues and has declined by 12.4%, owing to the lower order carry forwards. This segment had a profitability of 10.4% (10.7% last year). The adverse factors affecting project businesses impacted this segment’s performance, especially that of the large boilers. However, the standard products businesses – Cooling and Heating – capitalized on the sectors unaffected by the slowdown and performed reasonably well. The Operation and Maintenance (O and M) group of the Power business continued to do well. The services business of Cooling and Heating entered new markets in Africa and the Middle East. The gap in the demand and supply of power as well as the sharp increase in electricity rates in some states is expected to provide an impetus to the company’s captive power generation business.

 

 

POWER:

 

Power division registered lower revenues owing to lower carry forward business from the previous year. However, during the year the group was able to achieve higher order booking, which promises a better FY 2013-14. 

 

The Power division won several EPC power plant orders from a number of prestigious customers in India and abroad. Among them were orders for an 80 MW captive power plant from a leading Government of India enterprise for its new 3 mtpa integrated steel plant in central India and a combined cycle extension project from a leading PSU in the North East of India. The year also witnessed the division winning breakthrough orders from new sectors like pharmaceuticals and distilleries. It has also entered the solar thermal space by being the EPC partner for a project to set up Asia’s largest power plant based on Compact Linear Fresnel Reflector (CLFR) technology.

 

The division advanced its internationalization programme to de-risk reliance on the domestic business and has successfully entered the emerging markets of Africa with an order from Zambia. It also expanded its presence in SAARC with an order from Sri Lanka. For a captive cogeneration plant built for a leading paper manufacturer in the Philippines, the division won the prestigious Gold Award at the Asian Power Award 2012. Leveraging this success, it also bagged another 20 MW biomass based power project in the region.

 

The division commissioned over 400 MW of power projects in 2012-13. These included the first units of two of its major projects – the 300 MW IPP in Andhra Pradesh and the 120 MW captive power plants for a ferro alloy plant in Orissa, demonstrating its capability to set up larger power plants. The division continued to focus on safety measures at its project sites and ensured ‘safe man hours’ at multiple sites across the country.

 

In view of a healthy order book this financial year, the division expects a marginal improvement in performance.

 

 

POWER PLANT MANAGEMENT (O AND M) SERVICES:

 

The Power Plant Management (O and M) business continued its healthy growth in revenues with repeat orders and renewals of earlier contracts from most of its customers. This service group won a bonus for achieving more than 99% reliability at a cement company’s captive power plant which it is operating and maintaining. It also bagged the Best Contractor Award for 2012 from one of the leading Chlor Alkali manufacturers in India for its O and M services. Outsourcing of power plant O and M is fast becoming a preferred option, resulting in a positive outlook for this business.

 

 

THERMAX INSTRUMENTATION LIMITED (WHOLLY OWNED SUBSIDIARY):

 

Thermax Instrumentation Limited, the construction arm of the Power division, earned a total income of Rs. 2174.000 Millions during the year (Rs. 2495.000 Millions, previous year). The company posted a net loss of Rs. 200.000 Millions (Rs. 104.000 Millions loss, previous year) mainly because of cost overruns and provisions on certain contracts. Order booking in the captive power sector in the current year is Rs. 1907.000 Millions (Rs. 1001.000 Millions, previous year). Efforts are on to improve the company’s performance and bring about a turnaround in FY 2013-14.

 

BOILER AND HEATER:

 

The Boiler and Heater (B and H) division of the company registered revenues lower than the previous year. Lower order carry forward from the previous year, sluggish investment climate and the near absence of new projects affected its performance. During the year the division successfully commissioned many large Circulating Fluidized Bed Combustion (CFBC) / pulverized coal fired boilers and high capacity fired heaters. At a refinery in Gujarat, the division commissioned utility scale power boilers (2 x 750 TPH capacities, 2 x 225 MW equivalent). The Strategic Business Unit (SBU) also commissioned its largest capacity oil and gas fired boiler for a fertilizer company in Egypt.

 

The division bagged orders for blast furnace gas fired boilers from steel companies. From international EPC companies it won two prestigious orders for waste heat recovery boilers.

 

Having commissioned three high capacity bagasse fired boilers and concluding an order for a fourth boiler, B and H is establishing its foothold in Thailand. During the year the division implemented ‘Project Ascent’ to improve business performance In the absence of new investments and a lower order book, outlook for the Boiler and Heater division’s performance in FY 2013-14 will be subdued.

 

 

B AND H SERVICES:

 

The Services arm of the Boiler and Heater Group was able to obtain a large number of spares orders. The Group also successfully bid for several plant improvement projects (PIP) for competitors’ boilers and heaters in both domestic and overseas markets.

 

It enhanced its presence in the Condition Assessment and Residual life Analysis of heating systems. Besides, the Services group also carried out substantial developmental activities for the Indian navy, as part of their indigenization programme.  During the year, based on customer industry clusters, the SBU mobilized a number of service engineers at different locations in India to cater to service requirements.

 

 

THERMAX ENGINEERING CONSTRUCTION COMPANY LIMITED (WHOLLY OWNED SUBSIDIARY):

 

The Company undertakes and executes engineering construction projects mainly for the Boiler and Heater division of the company. This subsidiary posted a total income of Rs. 1917.000 Millions for the year (Rs. 1710.000 Millions, previous year) on account of increased scale of operations. It made a profit after tax of Rs. 45.000 Millions (Rs. 71.000 Millions, previous year), the dip due to increase in direct cost and decrease in other income during the year. With its year-end order balance lower than the previous year due to the slowdown in the relevant sectors where it operates, the company expects a challenging FY 2013-14.

 

 

COOLING:

 

The Cooling business had a healthy growth in revenues as well as order booking in FY 2012-13.

 

In India, the division maintained its performance despite the difficult economic conditions and factors that affected the market such as the substantial rise in gas price and its non-availability. Innovative applications and the introduction of newer products have enabled the business to offset challenging conditions. With substantial increase in power costs in several states in the recent past, the outlook for the Indian market looks positive.

 

International business accounted for more than a half of revenues as well as order booking. In spite of the difficult economic situation, business from Europe grew on account of large capacity heat-pump orders. The market share improved substantially in Bangladesh and business from new territories like Algeria, Lebanon, Tunisia, South Africa and Qatar contributed to growth. With consolidation in the markets of Africa, Russia and Turkey, the installed base in these regions is set to improve. Outlook for the export business is also positive for FY 2013-14.

 

The division introduced the triple effect series of chillers which is a path breaking achievement in vapour absorption technology. These chillers that work on hot water, steam and exhaust are 25% more efficient as compared to double-effect technology. Exhaust based triple effect will give 15% more heat recovery than currently operating chillers, a key differentiator for cogeneration requirements.

 

Other products introduced during the year include ‘Dry Cooler’, slated to find increasing acceptance in view of the looming water scarcity and Hybrid Chiller, combining absorption and compression technologies to reduce power consumption by half while generating additional steam or other forms of heat. With a healthy order carry forward, buoyancy in some of its export markets and a domestic power situation troubled by shortages and sharp rise in electricity charges, the cooling business is poised to maintain growth in FY 2013-14.

 

 

THERMAX (ZHEJIANG) COOLING AND HEATING ENGINEERING COMPANY LIMITED (WHOLLY OWNED SUBSIDIARY):

 

The turnover of this company supporting the global cooling business declined marginally compared to the previous year. For FY 2012-13, the revenue stood at RMB 61.7 million (USD 9.9 million) as compared to RMB 67.7 million (USD 10.89 million). After accounting for interest and depreciation, loss for the year was RMB 10.3 million (USD 1.66 million) compared to RMB 8.4 million (USD 1.3 million) for last year.

 

The fall in revenue has been primarily due to the global slowdown that also affected China, and competition in the local market. The company continues to supply quality equipment to its customers on time.

 

With product orders being flat, the company would focus on making its service more effective in China by establishing a service franchisee network.

 

 

THERMAX INC. (WHOLLY OWNED SUBSIDIARY):

 

Thermax Inc., the US subsidiary, recorded revenues of USD 12.7 million (USD 13.6 million, previous year) and a profit after tax of USD 0.17 million (USD 0.21 million, previous year) in FY 2012-13. In view of the slow recovery of the US economy, the performance of the company in FY 2013-14 is likely to be subdued.

 

 

THERMAX EUROPE LIMITED (WHOLLY OWNED SUBSIDIARY):

 

Operating in the tough conditions that continued to prevail in Europe in FY 2012-13, the subsidiary was able to maintain its performance.

 

The year closed with a turnover of £ 5.30 million (£ 5.35, previous year.) The pretax profit, stands at £ 635,000 (£ 611,864, previous year). The strong carry forward at the beginning of the year helped the company to achieve its projected turnover. No availability of funds in the market has affected the performance in southern Europe, where squeeze on funding to public projects have affected the cogen markets for Thermax chillers. The Heat pump business continued to find application in district heating networks and is part of the energy efficiency schemes for such plants. The company has bagged in March ’13 the largest ever order from Europe for the supply of large heat pumps for a project in Denmark.

 

 

OTHER WHOLLY OWNED SUBSIDIARIES:

 

THERMAX ONSITE ENERGY SOLUTIONS LIMITED (TOESL):

 

TOESL established Thermax’s energy rental business and earned a total income of Rs. 113.000 Millions as against 92.000 Millions for the previous year. Profit after tax was at Rs. 13.000 Millions against 11.000 Millions in the previous year. During the year 2012-13, the company generated and supplied 43,794 tons of steam and 4,240 Mn Kcal of heat from existing projects for various clients. TOESL bagged three prestigious orders from leading multinational and Indian companies for supply of steam for their manufacturing facilities in southern and western India.

 

With companies reluctant to opt for capital expenditure, TOESL’s business model is likely to attract more customers. The outlook for the company is encouraging.

 

 

THERMAX SUSTAINABLE ENERGY SOLUTIONS LIMITED (TSESL):

 

During the year, the company successfully registered 27 projects under the Program of Activities (POA) with the United Nations Framework Convention on Climate Change (UNFCCC). However, overall outlook of this business, at present, isn’t encouraging due to the very low price of Certified Emission Reductions (CERs) in the global market. The company is closely watching developments and will make moves that are in the best interest of the company and its customers.

 

If there is no improvement in the price of CERs in the global market, the entire viability of the business will be challenging, compelling us to take curtailment decisions.

 

 

JOINT VENTURE SUBSIDIARIES:

 

THERMAX BABCOCK and WILCOX ENERGY SOLUTIONS PRIVATE LIMITED:

 

During the year, the company has successfully transferred the technology from Babcock and Wilcox, the JV partner, for 660 MW and 800 MW in the supercritical range. Indigenization of the technology including critical components conforming to Babcock and Wilcox standards has been completed. The manufacturing plant construction at Shirwal, Satara (Maharashtra) is nearing completion.

 

The Shirwal plant has already received Indian Boiler Regulation (IBR) approval and its products will be built in accordance with the Boiler and Pressure Vessel Code of the American Society of Mechanical Engineers (ASME). The company does not expect a quick reversal of the market conditions that are troubling the power equipment sector in the country – weak financial position of the generation companies, banks’ reluctance to go beyond sectoral lending limits, non availability of coal, and non passage of land acquisition bill by the Parliament and so on. It is preparing to address the limited number of active contract finalization expected in the forthcoming year.

 

 

THERMAX SPX ENERGY TECHNOLOGIES LIMITED:

 

During the year, this joint venture won orders for air cooled condensers for thermal power plants and successfully completed their design, engineering, manufacturing, installation and commissioning.

 

The company earned an income of Rs. 164.000 Millions against Rs. 43.2000 Millions in the previous year. It incurred a net loss of Rs. 24.3000 Millions compared to Rs. 41.500 Millions in the previous year. The company plans to extend its presence to international markets with support from SPX Cooling Technologies and Balcke Duerr GmbH, the subsidiaries of the JV partner, SPX Corporation. However, the year ahead will remain a challenging one.

 

 

CONTINGENT LIABILITIES NOT PROVIDED FOR:

 

a. Disputed demands in respect of Excise, Customs Duty and Service Tax Rs. 402.400 Millions (Previous year Rs. 148.200 Millions), Sales Tax Rs. 175.000 Millions (Previous year Rs. 185.100 Millions) and other Statutes Rs. 01.400 Millions (Previous year Rs.01.000 Million)

 

b. i) Income Tax demands disputed in appellate proceedings Rs. 854.500 Millions (Previous year Rs.758.600 Millions)

 

ii) References / Appeals preferred by Income Tax department in respect of which, should the ultimate decision be unfavorable to the Group, the liability is estimated to be Rs. 268.700 Millions (Previous year Rs. 208.200 Millions)

 

c. Liability for unexpired export obligations Rs. 25.000 Millions (Previous year Rs.79.700 Millions)

 

d. Claims against Group not acknowledged as debts Rs. 94.300 Millions (Previous year Rs.86.400 Millions)

 

e. Bills Discounted with banks Rs. 453.200 Millions (Previous year Rs. 382.100 Millions)

 

f. Liability in respect of partly paid shares Rs. 01.900 Millions (Previous year Rs.01.900 Millions)

 

g. Future Lease obligations payable on non-cancelable operating leases Rs. 07.400 Millions (Previous year Rs.17.300 Millions)

 

 

INDEX OF CHARGES

 

S. No.

Charge ID

Date of Charge Creation/Modification

Charge amount secured

Charge Holder

Address

Service Request Number (SRN)

1

10245831

30/09/2010

2,868,580.00

DEPARTMENT OF BIOTECHNOLOGY

6-8th FLOOR, BLOCK NO. 2, CGO COMPLEX, LODHI ROAD, NEW DELHI, NEW DELHI, Delhi - 110003, INDIA

A97082846

2

90090872

26/03/2010 *

27,850,000,000.00

UNION BANK OF INDIA LIMITED

INDUSTRIAL FINANCE BRANCH, 619, SACHAPIR STREET, CAMP, PUNE, Maharashtra - 411001, INDIA

A82908773

3

90084773

03/07/1998 *

1,500,000.00

UNION BANK OF INDIA

INDUSTRIAL FINANCE BRANCH, CAMP, PUNE, Maharashtra - 411001, INDIA

-

4

90084586

01/09/1998 *

26,000,000.00

CORPORATION BANK

INDUSTRIAL FINANCE BRANCH, PUNE MUMBAI ROAD WAKDE
WADI, PUNE, Maharashtra - 411003, INDIA

-

 

* Date of charge modification

 

 

 

STANDALONE AUDITED FINANCIAL RESULTS FOR THE QUARTER ENDED SEPTEMBER 30, 2013

 

(Rs. In Millions)

Sl.

No.

Particulars

3 Months ended 30.09.2013

Audited

3 Months ended 30.06.2013

Unaudited

6 Months ended 30.09.2013

Audited

1

Income from operations

 

 

 

 

(a) Net Sales / Income from Operations (Net of excise duty)

10296.406

8510.167

18806.574

 

(b) Other Operating Income

136.341

118.014

254.355

 

Total Income from operations (net)

10432.747

8628.181

19060.929

2

Expenses

 

 

 

 

(a) Cost of material consumed

6485.675

4847.375

11333.050

 

(b) Purchases of stock-in-trade

239.436

195.657

435.093

 

(c) Changes in inventories of finished goods, work-in-progress and stock-in-trade

(8.510)

(16.982)

(25.491)

 

(d) Employee benefit expenses

1007.634

991.225

1998.859

 

(e) Depreciation and amortisation expense

140.048

142.376

282.425

 

(f) Other expenses

1771.869

1796.763

3568.629

 

Total expenses

9636.152

7956.414

17592.565

3

Profit/(Loss) from Operations before Other Income, finance cost & Exceptional Items (1 -2)

796.595

671.767

1468.364

4

Other Income

75.406

81.408

156.813

5

Profit/ (Loss) from ordinary activities before finance cost & Exceptional Items (3+4)

872.001

753.175

1625.177

6

Finance costs

18.960

7.907

26.867

7

Profit/(Loss) from ordinary activities after finance cost but before Exceptional Items (5-6)

853.041

745.268

1598.310

8

Exceptional Items

--

--

--

9

Profit / (Loss) from Ordinary Activities before tax (7+ 8)

853.041

745.268

1598.310

10

Tax Expense / (credit)

551.368

242.760

794.128

11

Net Profit / (Loss) after tax (9-10)

301.673

502.508

804.182

12

Paid-up Equity Share Capital (Face value of Rs.2/-each)

238.313

238.313

238.313

13

Earnings per share (face value of Rs. 10/- each) - not annualised

 

 

 

 

Basic and Diluted EPS (Rs.)

2.53

4.22

6.75

 

 

 

 

 

A

PARTICULARS OF SHAREHOLDING

 

 

 

1

Public shareholding :

 

 

 

 

(a) Number of shares

45300995

45300995

45300995

 

(b) Percentage of shareholding

38.02%

38.02%

38.02%

2

Promoters and Promoter group shareholding :

(a) Pledged / Encumbered

 

 

 

 

- Number of shares

Nil

Nil

Nil

 

- Percentage of shareholding (as a % of the total share holding of promoter and promoter group)

--

--

--

 

- Percentage of shareholding (as a % of the total share capital of the Company)

--

--

--

 

(b) Non Pledged / Non Encumbered

 

 

 

 

- Number of shares

73855305

73855305

73855305

 

- Percentage of shareholding (as a % of the total share holding of promoter and promoter group)

100.00%

100.00%

100.00%

 

- Percentage of shareholding (as a % of the total share capital of the Company)

61.98%

61.98%

61.98%

 

 

 

 

 

B

INVESTOR COMPLAINTS [Nos.]

 

 

 

 

Pending at the beginning of the quarter

Nil

 

 

 

Received during the quarter

10

 

 

 

Disposed of during the quarter

10

 

 

 

Remaining unresolved at the end of the quarter

Nil

 

 

 

 

SEGMENTWISE REVENUE, RESULTS AND CAPITAL EMPLOYED

 

(Rs. In Millions)

Sl.

No.

Particulars

3 Months ended 30.09.2013

Audited

3 Months ended 30.06.2013

Unaudited

6 Months ended 30.09.2013

Audited

1

Segment Revenue

 

 

 

 

a Energy

7850.973

6338.561

14189.535

 

b Environment

2684.329

2397.069

5081.398

 

Total

10535.302

8735.630

19270.933

 

Less: Inter Segment Revenue

102.555

107.449

210.004

 

Total Segment Income

10432.747

8628.181

19060.929

 

 

 

 

 

2

Segment Results

 

 

 

 

Profit/(Loss) before Tax and Interest

 

 

 

 

a Energy

705.806

731.950

1437.756

 

b Environment

232.173

214.639

446.812

 

Total

937.979

946.589

1884.568

 

Less : Interest

18.960

7.907

26.867

 

Less : Other Unallocable Expenditure net of unallocable income

65.978

193.414

259.391

 

Total Profit before Tax

853.041

745.268

1598.310

 

 

 

 

 

3.

Capital Employed

 

 

 

 

a Energy

3388.895

6031.525

3388.895

 

b Environment

2954.188

2822.959

2954.188

 

c Unallocated

13085.954

10082.061

13085.954

 

Total Capital Employed

19429.037

18936.545

19429.037

 

 

STATEMENT OF ASSETS AND LIABILITIES

Rs. In Millions

Sr. No.:

Particulars

As at current half

 year ended

30.09.2013

A

EQUITY AND LIABILITIES

 

1

Shareholders' Funds

 

 

(a) Share Capital

238.313

 

(b) Reserves & Surplus

18878.574

 

Sub-Total of Shareholder’s Fund

19116.887

2

Non-Current Liabilities

 

 

(a) long-term borrowings

6.005

 

(b) Other long term liabilities

210.977

 

(c) long-term provisions

652.067

 

Sub-Total Non-current Liabilities

869.049

3

Current Liabilities

 

 

(a) Short term borrowings

1484.419

 

(b) Trade payables

7318.043

 

(c) Other current liabilities

11814.231

 

(d) Short-term provisions

1260.202

 

Sub-Total Current Liabilities

21876.895

 

TOTAL-EQUITY AND LIABILITY

41862.831

 

 

 

B

ASSETS

 

1

Non-current assets

 

 

(a) Fixed Assets

6568.766

 

(b) Non-current Investments

4169.388

 

(c)  Long-term Loan and Advances

186.872

 

(d) Other Non-current assest

1898.097

 

Sub-Total Non-Current Assets

12823.123

2

Current assets

 

 

(a) Current investments

5342.210

 

(b) Inventories

2122.029

 

(c) Trade receivables

12374.833

 

(d) Cash and cash equivalents

2894.773

 

(e) Short-term loans and advances

1442.968

 

(f) Other current assets

4862.894

 

Sub-Total Current Assets

29039.707

 

TOTAL ASSETS

41862.831

 

 

 

1. The above audited financial results, reviewed by the Audit Committee, were approved at the meeting of the Board of Directors held on November 6, 2013

 

2. Tax expense includes Rs. 290.000 Millions (Rs. 347.500 Millions for Thermax Group) being provision made for estimated liability likely to arise upon its claim for deduction of certain business expensesbeing held inadmissible consequent to a survey u/s 133A of the Income Tax Act, conducted by the Income Tax Department in October 2013. Consequential order/ demand has not yet been received by the Company.

 

3. Additional Information: Key unaudited financial parameters/figures (Consolidated) for the Thermax Group are as follows:

Rs. In Millions

Particular

6 Months ended

September 30, 2013

Total Income from operations

22847.613

Profit Before Tax

1696.067

Profit After Tax and minority interest

882.116

 

4. Previous period's figures, including those related to segments, have been regrouped wherever necessary to conform to current period's grouping.

 

 

 

 

 

 

FIXED ASSETS:

 

Tangible

 

·         Land – Freehold

·         Land – Leasehold

·         Building

·         Plant and Machinery

·         Electrical Installation

·         Office Equipment and Computer

·         Furniture and Fixtures

·         R and D Equipments

·         Vehicles

 

Intangible

 

  • Software
  • Technical Know How

 

 

AS PER WEBSITE DETAILS:

 

PRESS RELEASES:

 

 

THERMAX POSTS Q2 NET OF RS. 300.000 MILLIONS

 

Pune: November 6, 2013

 

For the second quarter of fiscal 2013-14, Thermax Limited announced an operating revenue of Rs. 10430.000 Millions, down 12.5 % compared to Rs. 11920.000 Millions for the same period, the previous year. Net profit was down 66.9 % at Rs. 300.000 Millions from Rs. 910.000 Millions posted in the second quarter last year.

The company declared its net profits for the current quarter and for the half-year period after making a one-time provision of Rs. 290.000 Millions (Rs. 350.000 Millions for Thermax Group) on account of estimated tax liability expected due to likely inadmissibility of certain business expenses incurred in earlier years.

 

The company’s total operating revenue for the year’s first half (April- September) stood at Rs.19060.000 Millions, lower by 12.4% compared to Rs. 21760.000 Millions in 2012-13. Net profit of Rs. 800.000 Millions was 49.2% lower than last year’s Rs. 1580.000 Millions.

On a consolidated basis, total operating revenue of the Group for the half year was Rs. 22850.000 Millions compared to Rs. 25650.000 Millions last year. Net profit for the period was Rs.880.000 Millions (Rs.1400.000 Millions, last year).

As on September 30, 2013, Thermax Limited has an order backlog of Rs. 53080.000 Millions against Rs. 44120.000 Millions in September 2012. Compared to last year’s Rs. 49840.000 Millions, the Group order backlog stands at Rs. 61280.000 Millions. However, generally the market for capital goods continues to be sluggish.

ABOUT THERMAX LIMITED

 

Thermax Limited, a leading energy and environment solutions provider offers integrated, innovative solutions in the areas of heating, cooling, power, water and waste management, air pollution control and chemicals. The company has manufacturing facilities in India, China and Europe. The sustainable solutions Thermax develops for client companies are environment-friendly and enable efficient deployment of energy and water resources.

 

THERMAX BAGS RS. 17000.000 MILLIONS ORDER FOR SUPPLY OF CFBC BOILERS

 

Pune: July 5, 2013

 

Energy and environment major, Thermax Limited has received a prestigious order from a leading petrochemical company for the design, manufacture and commissioning of 9 CFBC (circulating fluidized bed combustion) high pressure boilers of 500 TPH each for two of its plants.

 

The order was won against stiff global competition. The approximate order value is Rs. 17000.000 Millions, the single largest one from a client for deployment of CFBC boilers.

 

Says M.S. Unnikrishnan, MD and CEO of Thermax, “This order reflects the customer’s confidence in Thermax’s extensive experience with CFBC technology across India on a variety of low grade solid fuels, as also trust in our manufacturing and project execution capabilities.”

 

The boilers, to be commissioned at client sites within a time frame of 25-29 months, will generate steam for process and power generation. They will use petcoke and coal as fuel. Petcoke, essentially a refinery waste, has high heat value and low ash content, making it a cost-effective fuel. Using fourth generation CFBC technology Thermax boilers will burn these multiple fuels to achieve high levels of temperature control and almost negligible down time for maintenance.

 


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 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.61.59

UK Pound

1

Rs.101.09

Euro

1

Rs.83.99

 

 

INFORMATION DETAILS

 

Information Gathered by :

SVA

 

 

Report Prepared by :

NTH


 

SCORE & RATING EXPLANATIONS

 

SCORE FACTORS

 

RANGE

POINTS

HISTORY

1~10

8

PAID-UP CAPITAL

1~10

7

OPERATING SCALE

1~10

8

FINANCIAL CONDITION

 

 

--BUSINESS SCALE

1~10

7

--PROFITABILIRY

1~10

7

--LIQUIDITY

1~10

7

--LEVERAGE

1~10

7

--RESERVES

1~10

8

--CREDIT LINES

1~10

7

--MARGINS

-5~5

--

DEMERIT POINTS

 

 

--BANK CHARGES

YES/NO

YES

--LITIGATION

YES/NO

YES

--OTHER ADVERSE INFORMATION

YES/NO

NO

MERIT POINTS

 

 

--SOLE DISTRIBUTORSHIP

YES/NO

NO

--EXPORT ACTIVITIES

YES/NO

NO

--AFFILIATION

YES/NO

YES

--LISTED

YES/NO

YES

--OTHER MERIT FACTORS

YES/NO

YES

DEFAULTER

 

 

--RBI

YES/NO

NO

--EPF

YES/NO

NO

TOTAL

 

66

 

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.