MIRA
INFORM REPORT
|
Report Date : |
15.07.2014 |
IDENTIFICATION DETAILS
|
Name : |
WINDSOR MACHINES LIMITED (w.e.f. 2005) |
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Formerly Known
As : |
DGP WINDSOR INDIA LIMITED |
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Registered
Office : |
102/103, Devmilan Co.operative Housing Society, Next to Tip Top Plaza,
L.B.S. Road, Thane West, Thane-400604, Maharashtra |
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Country : |
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Financials (as
on) : |
31.03.2013 |
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Date of
Incorporation : |
04.05.1963 |
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Com. Reg. No.: |
11-012642 |
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Capital
Investment / Paid-up Capital : |
Rs. 129.864
Millions |
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CIN No.: [Company Identification
No.] |
L99999MH1963PLC012642 |
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TAN No.: [Tax Deduction &
Collection Account No.] |
PNED03988F |
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PAN No.: [Permanent Account No.] |
AAACD4302P |
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Legal Form : |
A Public Limited Liability company. The company’s Shares are Listed on
the Stock Exchanges. |
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Line of Business
: |
Manufacturer and Exporter of Plastic Processing Machinery. |
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No. of Employees
: |
500 (Approximately) |
RATING & COMMENTS
|
MIRA’s Rating : |
Ba (49) |
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RATING |
STATUS |
PROPOSED CREDIT LINE |
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|
41-55 |
Ba |
Overall operation is considered normal. Capable to meet normal commitments. |
Satisfactory |
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Status : |
Satisfactory |
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Payment Behaviour : |
Regular |
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Litigation : |
Clear |
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Comments : |
Subject is a well-established company having satisfactory track
record. The company possesses a favourable financial profile marked by
adequate networth base and comfortable capital structure characterized by
zero debt along with slightly augmenting payables creating an unfavourable
gap between receivables. Management has witnessed a slight growth in its sales volume as well
as net profitability and has recorded a decent profile margin during FY14. Trade relation are fair. Business is active. Payment terms are
reported as usually correct. In view of strong financial support extended from the promoters, the
subject 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
N E W S
The economy grew 4.7 %in 2013/14, marking a
second straight year of sub-5 % growth – the worst slowdown in more than a quarter
of a century. The data was below an official estimate of 4.9 % annual growth
and compared with 4.5 % in the last fiscal year. However, the current account
deficit narrowed sharply to $ 32.4 billion at 1.7 % of gross domestic product,
in 2013/14 from a record high of $ 98.8 billion or 4.7 %, the year before. A
sharp fall in gold imports due to restrictions on overseas purchases and muted
import of capital goods helped shrink the current account deficit.
Online retailer Flipkart has acquired fashion
portal Myntra as it prepares to battle with the rapidly expanding India arm of
the global e-commerce giant Amazon. The company raised $ 210 million from
Russian Investment firm DST Global which has also invested in companies like
Facebook, Twitter and Alibaba Group.
General Motors will start exporting vehicles
from its Talegaon plant near Pune in the second half of 2014. GM was one of the
few global carmakers that was using its India plant only for the domestic
market.
Google has overtaken Apple as the world’s top
brand in terms of value, according to global market research agency Millward
Brown. Google’s brand value shot up 40 % in a year to $ 158.84 billion. The top
10 of the 100 slots were dominated by US companies.
Infosys lost another heavy weight when B G
Srinivas, a board member put in his papers. He is the third CEO-hopeful to quit
after Chairman N R Narayana Murthy’s return to the company – Ashok Vemuri and V
Balakrishnan being the other two. While Vemuri went on to lead IGate,
Balakrishnan joined politics.
Naresh Goyal – promoted Jet Airways posted
biggest quarterly loss – Rs 2153.37 crore – in the three months ended March 31,
mainly because it has been offering discounts to passengers to fill planes.
William S Pinckney – Chairman and CEO of Amway
India was arrested by the Andhra Pradesh Police in connection with a complaint
against the direct selling firm. This is the second time that he has been taken
into custody. A year, ago the Kerala Police had arrested Pinckney and two
company directors on charges of financial irregularities.
China has told its state-owned enterprises to
sever links with American consulting firms after the United States charged five
Chinese military officers wih hacking US companies. China’s action which
targets consultancies like McKinsey & Co. and the Boston Consulting Group,
sterns from fears that the first are providing trade secrets to the US
governments.
India has emerged as a country with some of
the highest unregistered businesses in the world. Indonesia has the maximum
number of shadow businesses, says a study of 68 countries by Imperial College
Business School in London.
Pfizer has abandoned its attempt to buy
AstraZeneca for nearly $ 118 billion after the latter refused an offer of 55
pounds a share.
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 BY
|
Name : |
Mr. Jaypal Sadhwani |
|
Designation : |
Accounts Department |
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Contact No.: |
91-79-30262131 |
|
Date : |
12.07.2014 |
LOCATIONS
|
Registered Office : |
102/103, Devmilan Co. Operative Housing Society, Next to Tip Top
Plaza, L.B.S. Road, Thane West, Thane-400604, Maharashtra, India |
|
Tel. No.: |
91-79-30262131 |
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Fax No.: |
Not Available |
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E-Mail : |
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Website : |
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Location : |
Owned |
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Factory 1: |
Thane Plot No. E 6, U2, Road, Wagle
Industrial Estate, Thane-400604, |
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E-Mail : |
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Factory 2 : |
Vatva Factory Plot 5402-5403, Phase IV, GIDC, Vatva, Ahmedabad-382445, |
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Tel. No.: |
91-79-25841111/ 25841121/ 25840730/ 25841591/ 2/ 3 |
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Fax No.: |
91-79-25842059/ 25842145 |
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E-Mail : |
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Factory 3 : |
Chhatral Factory Plot No. 6 and 7, GIDC Industrial Estate, Chhatral Taluka, Kalol
Districtr, Mehsana-382729, Gujarat, India |
DIRECTORS
As on: 31.03.2013
|
Name : |
Mr. K C Gupte |
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Designation : |
Executive Director |
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Name : |
Mr. P C Kundalia |
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Designation : |
Director |
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Name : |
Mr. M K Arora |
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Designation : |
Director |
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Name : |
Mr. Jayant Thakur |
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Designation : |
Director |
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Name : |
Mr. Nirmal Gangwal |
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Designation : |
Director (up to 12.08.2013) |
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Name : |
Mr. Pushp Raj Singhavi |
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Designation : |
Director |
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Date of Birth/Age : |
01.01.1944 |
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Qualification : |
B.Com, L.L.B |
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Date of Appointment : |
30.03.2011 |
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|
Name : |
Mr. Shishir Dalal |
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Designation : |
Director (up to 29.07.2013) |
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Date of Birth/Age : |
29.05.1956 |
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Qualification : |
B. Com, FCA |
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Date of Appointment : |
29.07.2013 |
KEY EXECUTIVES
|
Name : |
Mr. Jaypal Sadhwani |
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Designation : |
Accounts Department |
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|
Name : |
Ms. Priti Patel |
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Designation : |
Company Secretary |
MAJOR SHAREHOLDERS / SHAREHOLDING PATTERN
As on: 31.03.2014
|
Names of
Shareholders |
No. of Shares |
Percentage of
Holding |
|
(A) Shareholding of
Promoter and Promoter Group |
|
|
|
|
|
|
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|
37500000 |
57.75 |
|
|
37500000 |
57.75 |
|
|
|
|
|
Total shareholding
of Promoter and Promoter Group (A) |
37500000 |
57.75 |
|
(B) Public
Shareholding |
|
|
|
|
|
|
|
|
16066 |
0.02 |
|
|
80202 |
0.12 |
|
|
9600 |
0.01 |
|
|
105868 |
0.16 |
|
|
|
|
|
|
4276987 |
6.59 |
|
|
|
|
|
|
8960240 |
13.80 |
|
|
2922189 |
4.50 |
|
|
11166516 |
17.20 |
|
|
4650856 |
7.16 |
|
|
6161095 |
9.49 |
|
|
410 |
0.00 |
|
|
353155 |
0.54 |
|
|
1000 |
0.00 |
|
|
27325932 |
42.08 |
|
Total Public
shareholding (B) |
27431800 |
42.25 |
|
Total (A)+(B) |
64931800 |
100.00 |
|
(C) Shares held by Custodians
and against which Depository Receipts have been issued |
0 |
0.00 |
|
|
0 |
0.00 |
|
|
0 |
0.00 |
|
|
0 |
0.00 |
|
Total (A)+(B)+(C) |
64931800 |
0.00 |
Shareholding
belonging to the category "Promoter and Promoter Group"
|
Sl. No. |
Name of the
Shareholder |
Details of Shares held |
Encumbered shares (*) |
|||
|
No. of Shares held |
As a % of grand
total (A)+(B)+(C) |
No |
As a percentage |
As a % of |
||
|
1 |
Castle Equipments Private Limited |
3,50,00,000 |
53.90 |
19479539 |
55.66 |
30.00 |
|
2 |
Ghodbunder Developers Private Limited |
25,00,000 |
3.85 |
0 |
0.00 |
0.00 |
|
|
Total |
3,75,00,000 |
57.75 |
19479539 |
51.95 |
30.00 |
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 |
Vandana Ramesh Sitlani |
5899748 |
9.09 |
|
|
2 |
Edelweiss Broking Limited |
4559760 |
7.02 |
|
|
3 |
Edumatrix Services |
1015151 |
1.56 |
|
|
4 |
Dilip G Pirmal |
1000000 |
1.54 |
|
|
5 |
Vibhuti Investment Company |
796340 |
1.23 |
|
|
|
Total |
13270999 |
20.44 |
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 |
Vandana Ramesh Sitlani |
5899748 |
9.09 |
|
|
2 |
Edelweiss Broking Limited |
4559760 |
7.02 |
|
|
|
Total |
10459508 |
16.11 |
Details of Locked-in
Shares
|
Sl. No. |
Name of the
Shareholder |
No. of Shares |
Locked-in Shares as
% of Total No. of Shares |
|
1 |
Castle Equipments Private Limited |
1,18,66,736 |
18.28 |
|
2 |
Ghodbunder Developers Private Limited |
8,47,624 |
1.31 |
|
|
Total |
1,27,14,360 |
19.58 |
BUSINESS DETAILS
|
Line of Business : |
Manufacturer and Exporter of Plastic Processing Machinery. |
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Products : |
Blown Film Lines - CROWN Series – Monolayer - DUKE Series - Three Layer Non IBC - REX Series - Three Layer IBC -
BARON - Five Layer
- KTS Series - Twin Screw Extruder for PVC - Downstream for Twin Screw Extruder for PVC - LX Series - Single Screw Extruder for PE/PPR/ABS - Downstream for Single Screw Extruder for PE/PPR/ABS
- KBM Series |
GENERAL INFORMATION
|
No. of Employees : |
500 (Approximately) |
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Bankers : |
Yes Bank Limited |
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Facilities : |
(Rs.
In Millions)
|
|||||||||||||||||||||||||||
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Banking Relations
: |
-- |
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Auditors : |
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Name : |
Haribhakti and Company Chartered Accountants |
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Holding Company: |
Castle Equipments Private Limited* * Represent parties with whom there were no transaction during the year. |
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Associates: |
|
CAPITAL STRUCTURE
As on: 30.06.2013
Authorised Capital :
|
No. of Shares |
Type |
Value |
Amount |
|
|
|
|
|
|
200000000 |
Equity Shares |
Rs.2/- each |
Rs. 400.000 Millions |
|
|
|
|
|
Issued, Subscribed & Paid-up Capital :
|
No. of Shares |
Type |
Value |
Amount |
|
|
|
|
|
|
64931800 |
Equity Shares |
Rs.2/- each |
Rs. 129.864
Millions |
|
|
|
|
|
Reconciliation of Equity
Shares Outstanding at the beginning and at the end of the year
|
Particulars |
As on 31.03.2013 |
|
|
No In Millions |
Rs. In Millions |
|
|
At the beginning of the year |
64.932 |
129.864 |
|
Add: Issued at Rs. 4 |
-- |
-- |
|
Add: Equity Shares Subdivided |
-- |
-- |
|
Add: Issued at Rs.2 |
-- |
-- |
|
Shares outstanding at the end of the year |
64.932 |
129.864 |
Previous year the Company has revised its capital structure as directed by the BIFR vide its order dated September 21, 2010 and subsequent orders thereafter.
During the previous year company has allotted 18750000 (One Crores Eighty Seven Lacs Fifty Thousand) equity shares of Rs.4/ - (Rupees Four only) each, at par. As per Special Resolution passed at the Extra-Ordinary General Meeting of the members of the Company held on May 12, 2011, the Company has increased its authorized share capital up to Rs.400.000 millions and subdivided entire equity share capital of face value of Rs. 4/- (Rupees Four Only) each into two equity shares of Rs.2/- (Rupees Two Only) each during the previous year. As per BIFR Order dated July 18, 2011, Company has further issued 1360000 (Thirteen Lacs Sixty thousand) equity shares of Rs. 2/- (Rupees Two Only) each, at par in previous year.
Details of
Shareholders holding more than 5% shares in the Company
|
Name of
Shareholders |
As on 31.03.2013 |
|
|
No of Shares |
% of Holding |
|
|
Castle Equipments Private Limited |
35000000 |
53.90% |
|
D G P Windsor Limited |
-- |
-- |
|
Vandana Ramesh Sitlani |
5899748 |
9.09% |
|
V.I.P. Industries Limited |
4560760 |
7.02% |
3.4 3,50,00,000
Equity Shares (3,50,00,000 Equity shares Previous year) are held by Castle Equipments
Private Limited, the holding Company.
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 |
129.864 |
129.864 |
52.144 |
|
(b) Reserves & Surplus |
198.225 |
90.396 |
(23.945) |
|
(c) Money received against share warrants |
0.000 |
0.000 |
0.000 |
|
|
|
|
|
|
(2) Share Application money pending allotment |
0.000 |
0.000 |
75.000 |
|
Total
Shareholders’ Funds (1) + (2) |
328.089 |
220.260 |
103.199 |
|
|
|
|
|
|
(3) Non-Current Liabilities |
|
|
|
|
(a) long-term borrowings |
54.545 |
127.273 |
82.086 |
|
(b) Deferred tax liabilities (Net) |
0.000 |
0.000 |
0.000 |
|
(c) Other long term liabilities |
0.000 |
0.000 |
0.000 |
|
(d) long-term provisions |
0.000 |
0.000 |
0.000 |
|
Total Non-current Liabilities (3) |
54.545 |
127.273 |
82.086 |
|
|
|
|
|
|
(4) Current Liabilities |
|
|
|
|
(a) Short term borrowings |
6.772 |
0.000 |
0.000 |
|
(b) Trade payables |
448.559 |
344.313 |
469.577 |
|
(c) Other current liabilities |
367.040 |
330.493 |
395.591 |
|
(d) Short-term provisions |
0.000 |
1.101 |
0.050 |
|
Total Current Liabilities (4) |
822.371 |
675.907 |
865.218 |
|
|
|
|
|
|
TOTAL |
1205.005 |
1023.440 |
1050.503 |
|
|
|
|
|
|
II.
ASSETS |
|
|
|
|
(1) Non-current assets |
|
|
|
|
(a) Fixed Assets |
|
|
|
|
(i) Tangible assets |
169.198 |
136.270 |
123.953 |
|
(ii) Intangible Assets |
12.561 |
17.858 |
21.282 |
|
(iii) Capital work-in-progress |
0.000 |
0.000 |
0.000 |
|
(iv) Intangible assets under development |
0.000 |
0.000 |
0.000 |
|
(b) Non-current Investments |
2.280 |
2.279 |
2.279 |
|
(c) Deferred tax assets (net) |
141.415 |
141.415 |
181.493 |
|
(d) Long-term Loan and Advances |
9.297 |
6.342 |
6.154 |
|
(e) Other Non-current assets |
6.625 |
6.625 |
0.000 |
|
Total Non-Current Assets |
341.376 |
310.789 |
335.161 |
|
|
|
|
|
|
(2) Current assets |
|
|
|
|
(a) Current investments |
0.000 |
0.000 |
0.000 |
|
(b) Inventories |
412.513 |
402.260 |
526.218 |
|
(c) Trade receivables |
109.310 |
94.697 |
87.158 |
|
(d) Cash and cash equivalents |
220.244 |
104.354 |
20.418 |
|
(e) Short-term loans and advances |
110.370 |
106.568 |
73.175 |
|
(f) Other current assets |
11.192 |
4.772 |
8.373 |
|
Total Current Assets |
863.629 |
712.651 |
715.342 |
|
|
|
|
|
|
TOTAL |
1205.005 |
1023.440 |
1050.503 |
PROFIT & LOSS
ACCOUNT
|
|
PARTICULARS |
31.03.2013 |
31.03.2012 |
31.03.2011 |
|
|
|
SALES |
|
|
|
|
|
|
|
Revenue from operations |
2164.182 |
2292.044 |
2537.370 |
|
|
|
Other Income |
42.541 |
44.534 |
3.442 |
|
|
|
TOTAL (A) |
2206.723 |
2336.578 |
2540.812 |
|
|
|
|
|
|
|
|
Less |
EXPENSES |
|
|
|
|
|
|
|
Cost of materials consumed |
1478.655 |
1551.623 |
1652.280 |
|
|
|
Changes in inventories of finished goods work-in-progress and Stock-in-Trade |
21.750 |
33.111 |
(66.280) |
|
|
|
Employee benefits expense |
245.748 |
252.156 |
238.748 |
|
|
|
Other Expenses |
309.490 |
295.355 |
257.702 |
|
|
|
Extraordinary Items |
0.000 |
0.000 |
(813.596) |
|
|
|
TOTAL (B) |
2055.643 |
2132.245 |
1268.854 |
|
|
|
|
|
|
|
|
Less |
PROFIT
BEFORE INTEREST, TAX, DEPRECIATION AND AMORTISATION (A-B) (C) |
151.080 |
204.333 |
1271.958 |
|
|
|
|
|
|
|
|
|
Less |
FINANCIAL
EXPENSES (D) |
21.528 |
28.222 |
26.432 |
|
|
|
|
|
|
|
|
|
|
PROFIT
BEFORE TAX, DEPRECIATION AND AMORTISATION (C-D) (E) |
129.552 |
176.111 |
1245.526 |
|
|
|
|
|
|
|
|
|
Less/ Add |
DEPRECIATION/
AMORTISATION (F) |
21.723 |
21.692 |
22.004 |
|
|
|
|
|
|
|
|
|
|
PROFIT BEFORE TAX
(E-F) (G) |
107.829 |
154.419 |
1223.522 |
|
|
|
|
|
|
|
|
|
Less |
TAX (H) |
0.000 |
40.078 |
(181.443) |
|
|
|
|
|
|
|
|
|
|
PROFIT AFTER TAX
(G-H) (I) |
107.829 |
114.341 |
1404.965 |
|
|
|
|
|
|
|
|
|
Add |
PREVIOUS
YEARS’ BALANCE BROUGHT FORWARD |
90.396 |
(23.945) |
(1428.910) |
|
|
|
|
|
|
|
|
|
|
BALANCE CARRIED
TO THE B/S |
198.225 |
90.396 |
(23.945) |
|
|
|
|
|
|
|
|
|
|
EARNINGS IN
FOREIGN CURRENCY |
|
|
|
|
|
|
|
Export Earnings |
504.423 |
480.590 |
458.745 |
|
|
TOTAL EARNINGS |
504.423 |
480.590 |
458.745 |
|
|
|
|
|
|
|
|
|
|
IMPORTS |
236.405 |
106.173 |
142.631 |
|
|
|
|
|
|
|
|
|
|
Earnings Per
Share (Rs.) |
1.66 |
2.04 |
22.68 |
|
QUARTERLY /
SUMMARISED RESULTS
|
PARTICULARS |
30.06.2013 1st
Quarter |
|
Audited / Unaudited |
Unaudited |
|
Net Sales |
493.600 |
|
Total Expenditure |
449.300 |
|
PBIDT (Excl OI) |
44.300 |
|
Other Income |
4.500 |
|
Operating Profit |
48.800 |
|
Interest |
3.700 |
|
Exceptional Items |
0.000 |
|
PBDT |
45.000 |
|
Depreciation |
6.500 |
|
Profit Before Tax |
38.500 |
|
Tax |
0.000 |
|
Provisions and contingencies |
0.000 |
|
Profit After Tax |
38.500 |
|
Extraordinary Items |
0.000 |
|
Prior Period Expenses |
0.000 |
|
Other Adjustments |
0.000 |
|
Net Profit |
38.500 |
KEY RATIOS
|
PARTICULARS |
|
31.03.2013 |
31.03.2012 |
31.03.2011 |
|
PAT / Total Income |
(%) |
4.87 |
4.89 |
55.30 |
|
|
|
|
|
|
|
Net Profit Margin (PBT/Sales) |
(%) |
4.98 |
6.73 |
48.22 |
|
|
|
|
|
|
|
Return on Total Assets (PBT/Total Assets} |
(%) |
10.16 |
17.55 |
141.17 |
|
|
|
|
|
|
|
Return on Investment (ROI) (PBT/Networth) |
|
0.32 |
0.70 |
11.86 |
|
|
|
|
|
|
|
Debt Equity Ratio (Total Debt/Networth) |
|
0.19 |
0.58 |
0.80 |
|
|
|
|
|
|
|
Current Ratio (Current Asset/Current Liability) |
|
1.06 |
1.06 |
0.82 |
LOCAL AGENCY FURTHER INFORMATION
DETAILS OF CURRENT
MATURITIES OF LONG TERM DEBT: NOT AVAILABLE
|
Sr. No. |
Check List by Info
Agents |
Available in Report
(Yes / No) |
|
1] |
Year of Establishment |
Yes |
|
2] |
Locality of the firm |
Yes |
|
3] |
Constitutions of the firm |
Yes |
|
4] |
Premises details |
No |
|
5] |
Type of Business |
Yes |
|
6] |
Line of Business |
Yes |
|
7] |
Promoter's background |
Yes |
|
8] |
No. of employees |
Yes |
|
9] |
Name of person contacted |
Yes |
|
10] |
Designation of contact person |
Yes |
|
11] |
Turnover of firm for last three years |
Yes |
|
12] |
Profitability for last three years |
Yes |
|
13] |
Reasons for variation <> 20% |
-- |
|
14] |
Estimation for coming financial year |
No |
|
15] |
Capital in the business |
Yes |
|
16] |
Details of sister concerns |
Yes |
|
17] |
Major suppliers |
No |
|
18] |
Major customers |
No |
|
19] |
Payments terms |
Yes |
|
20] |
Export / Import details (if applicable) |
No |
|
21] |
Market information |
-- |
|
22] |
Litigations that the firm / promoter involved in |
-- |
|
23] |
Banking Details |
Yes |
|
24] |
Banking facility details |
Yes |
|
25] |
Conduct of the banking account |
-- |
|
26] |
Buyer visit details |
-- |
|
27] |
Financials, if provided |
Yes |
|
28] |
Incorporation details, if applicable |
Yes |
|
29] |
Last accounts filed at ROC |
Yes |
|
30] |
Major Shareholders, if available |
Yes |
|
31] |
Date of Birth of Proprietor/Partner/Director, if available |
Yes |
|
32] |
PAN of Proprietor/Partner/Director, if available |
No |
|
33] |
Voter ID No of Proprietor/Partner/Director, if available |
No |
|
34] |
External Agency Rating, if available |
No |
OPERATIONS
During the year, the Company has sold 436 machines to achieve turnover of Rs.2144.800 millions as compared to 489 machines in the previous year with a turnover of Rs.2193.500 millions. During the year, sales and profit of the Company have been affected by adverse market condition. During the year the Company has extended its customer base by launching machines for special applications and concentrated in launching new product range.
The Directors are confident of continuing the profitable working in the current year also, although there are challenges for the industry in view of its cyclical nature. The operations of the Thane unit of the Company continue to remain closed. Further details are given in management discussions and analysis report, which forms part of this report.
BUSINESS OUTLOOK
The current market scenario is challenging. Scarcity of power in some parts of the country, forced customers to defer their expansion plans and new project investments which ultimately resulted in lower orders and delays in lifting of finished machines.
However the Company's endeavour is to increase its product range, expand customer base, reduce product costs and improve quality of the offerings. Various initiatives to address these concerns have been taken by the management and are in the process of implementation. Management of the Company is optimistic and prepares itself to face the challenges of the future.
MANAGEMENT DISCUSSION
AND ANALYSIS
INDUSTRY STRUCTURE
AND DEVELOPMENT
The Company is engaged in manufacturing of Extrusion Machines, Injection Moulding Machines and Blow Moulding Machines. The industry for plastic processing machinery has shown a de-growth of around 20% in the last fiscal year. The current scenario in the industry is one of caution and the overall growth rates achieved over last few years is unlikely to be maintained even in the current financial year. Various factors have had impact on the overall business scenario in the country.
However, in-spite of all the above challenges, the Company has extended its customer base by making major forays into the Middle East market and successfully launched large pipe extruders to extrude pipes upto 630 mm diameter with a wall thickness of 6 mm. Within just two years of launch, the Company executed more than Forty Speed Series Extrusion Lines for PE Pipes. The market share of the Company in PVC Segment in India is noticeably increased in the previous year.
In Blow Film Business, the Company once again maintained the leadership position by virtue of the European
Collaboration and rich experience and executed eight wide width projects in film lines, most of them were with full automation.
Continuing on the initiatives taken in the previous year, the company managed to successfully sell three lines for Round Dripper insertion in the domestic market.
Launching of new product range and committed efforts to provide total solutions for Drip Irrigation customers will give the company an edge over competition in the near future.
Continuing the journey towards becoming a global player, the company is in final stages of acquiring an Italian manufacturer - Italtech who is a global player in manufacturing large size Injection molding machinery. This acquisition would give then the leverage to expand their product portfolio, enhance their existing product technology and also help in making inroads into the fast growing Automobile industry wherein Italtech has an established global clientele who are / have set up plants in India.
OPPORTUNITIES AND
THREATS
The Company identifies various opportunities and is exploring to tap potential business by collaborating with reliable partners worldwide. Automobile and Agriculture sectors would continue to provide opportunities. They are working closely with their collaborators to tap these opportunities. They are also working in close co-operation with their partners to explore opportunities for buy-back of equipments manufactured by the company for European markets.
The agreements with THE Machines, Switzerland to launch the complete line for Drip Irrigation (Flat Dripper insertion) will open a new opportunity for the Company, to offer "Total Solutions" to the Drip Irrigation customers by offering the Injection molding machines for dripper production and Extrusion lines with dripper insertion. This will be unique to the Company in the domestic market. Similar opportunities are envisaged with the acquisition of Italtech for Injection Molding Machinery Business.
Threats from import of low cost machinery are increasing. To combat this, the company is working on reengineering, cost reduction, product and process improvements. This is a continuous activity and needs to be sustained with full vigor.
The Company is participating in various domestic and overseas exhibitions to explore new markets and increase the market share.
OUTLOOK
Considering the opportunities, threats and strengths of the Company, management expects to increase the market share through new product launches, expanding its geographical coverage in more and more region(s). The management is of the view that future prospects and growth of the Company will depend on the overall economic scenario. However, all necessary activities have been initiated which would give then the lead in future.
CONTINGENT
LIABILITIES NOT PROVIDED FOR:
|
Particulars |
31.03.2013 Rs. In Millions |
|
Claims against the company not acknowledged as debts |
29.141 |
|
Disputed income tax liability |
74.620 |
|
Disputed excise liability |
1.651 |
|
Guarantee given by the company on behalf of a body corporate to a financial institutions |
12.000 |
|
In respect of bank guarantees |
7.270 |
|
In respect of claims of 8 workmen (previous year 31 workmen) at Vatva works whose services were terminated by the Company. The Company’s appeal is pending before Industrial Court / High Court. However company has agreed for 70 days retrenchment compensation in the court and same is also provided in the books. |
Unascertained |
STANDALONE AUDITED
FINANCIAL RESULTS FOR THE QUARTER AND THE YAR ENDED ON MARCH 31, 2014
(Rs.
In Millions)
|
Sr. No |
Particulars |
31.03.2014 (Audited) |
31.12.2013 (Unaudited) |
31.03.2014 (Audited) |
|
1 |
Income from operations a) Net Sales/Income from operations (Net of excise duty) |
715.467 |
599.572 |
2354.304 |
|
|
b) Other Operating Income |
10.274 |
5.197 |
30.951 |
|
|
Total Income from
operations (net) |
725.741 |
604.769 |
2385.255 |
|
2 |
Expenses |
|
|
|
|
|
a)Cost of raw materials consumed |
395.364 |
376.444 |
1498.953 |
|
|
b) Changes in inventories of finished goods, work-in-progress |
96.608 |
6.429 |
63.876 |
|
|
c) Employee benefits expense |
70.795 |
69.974 |
271.188 |
|
|
d) Depreciation and amortisation expense |
6.401 |
6.366 |
25.319 |
|
|
e) Other expenses |
80.664 |
90.330 |
306.736 |
|
|
Total expenses |
649.832 |
549.543 |
2166.072 |
|
|
|
|
|
|
|
3 |
Profit (+)/Loss (-) from Operations before other income, finance costs and Exceptional items (1 - 2 ) |
75.909 |
55.226 |
219.183 |
|
4 |
Other Income |
44.383 |
5.512 |
59.085 |
|
5 |
Profit (+)/ Loss (-) from ordinary activities before finance costs and Exceptional Items ( 3+4 ) |
120.292 |
60.738 |
278.268 |
|
6 |
Finance Cost |
3.093 |
3.273 |
13.306 |
|
7 |
Profit(+)/Loss(-) from ordinary activities after finance costs but before Exceptional items ( 5-6 ) |
117.199 |
57.465 |
264.962 |
|
8 |
Exceptional Items |
-- |
-- |
-- |
|
9 |
Profit(+)/Loss(-) from Ordinary Activities before tax ( 7+8 ) |
117.199 |
57.465 |
264.962 |
|
10 |
Tax expense (Refer Note No. 4) |
69.088 |
-- |
69.088 |
|
11 |
Net Profit(+)/Loss(-) from Ordinary Activities after tax (910) |
48.111 |
57.465 |
195.874 |
|
12 |
Extraordinary item |
-- |
-- |
-- |
|
13 |
Net Profit(+)/Loss(-) (11-12) |
48.111 |
57.465 |
195.874 |
|
14 |
Minority Interest |
-- |
-- |
-- |
|
15 |
Net Profit (+)/Loss after taxes, extraordinary items and Minority Interest |
48.111 |
57.465 |
198.574 |
|
16 |
Paid-up Equity Share Capital (Face value of Rs.2/- each) . |
129.864 |
129.864 |
129.864 |
|
|
Reserves and Surplus (excluding Revaluation Reserves) |
-- |
-- |
394.099 |
|
|
Earning Per Share (EPS) (In') - Basic and diluted EPS before and after extraordinary items for the period, for the year to date and for the previous year (not annualized) |
0.74 |
0.89 |
3.02 |
|
|
|
|
|
|
|
A |
Particulars of
Shareholding |
|
|
|
|
1 |
Public shareholding: |
|
|
|
|
|
- Number of Shares |
27,431,800 |
26,966,128 |
27,431,800 |
|
|
- Percentage of shareholding |
42.25% |
41.53% |
42.25% |
|
2 |
Promoters and promoter group shareholding: |
|
|
|
|
|
a) Pledged/Encumbered |
|
|
|
|
|
- Number of Shares |
19,479,539 |
19,479,539 |
19,479,539 |
|
|
- Percentage of shares (as a % of the total shareholding of promoter and promoter group) |
51.95% |
51.31% |
51.95% |
|
|
- Percentage of shares (as a % of the total share capital of the company) |
30.00% |
30.00% |
30.00% |
|
|
b) Non-encumbered |
|
|
|
|
|
- Number of Shares |
18,020,461 |
18,486,133 |
18,020,461 |
|
|
- Percentage of shares (as a % of the total shareholding of promoter and promoter group) |
48.05% |
48.69% |
48.05% |
|
|
- Percentage of shares (as a % of the total share capital of the company) |
27.75% |
28.47% |
27.75% |
|
|
|
|
|
|
|
B |
INVESTOR COMPLAINTS |
|
|
|
|
|
Pending at the beginning of the quarter |
NIL |
|
|
|
|
Received during the quarter |
NIL |
|
|
|
|
Disposed of during the quarter |
NIL |
|
|
|
|
Remaining unresolved at the end of the quarter |
NIL |
|
|
1. The above results have been reviewed by the Audit Committee and were
taken on record by the Board of Directors on May 30, 2014.
PRIMARY SEGMENT
INFORMATION (BUSINESS SEGMENTS)
(Rs.
In Millions)
|
Sr. No |
Particulars |
31.03.2014 (Audited) |
31.12.2013 (Unaudited) |
31.03.2014 (Audited) |
|
(i) |
Segment Revenue -Extrusion Machinery Division -Injection Moulding Machinery |
380.138 345.603 |
278.444 326.325 |
1223.956 1161.299 |
|
|
Total Segment Revenue |
725.741 |
604.769 |
2385.255 |
|
(ii) |
Segment Results -Extrusion Machinery Division -Injection Moulding Machinery |
72.500 44.997 |
38.177 18.896 |
185.810 |
|
|
Total Segment Results Unallocated Corporate Income net of unallocated Expenses |
117.497 2.795 |
57.073 3.665 |
77.367 15.091 |
|
|
Profit / (Loss)before interest etc., Extra - ordinary items and taxation Finance cost |
120.292 3.093 |
60.738 3.273 |
278.268 13.306 |
|
|
Profit / (Loss) before taxation and Extra - Ordinary items Tax Expenses. |
117.199 69.088 |
57.465 -- |
264.962 69.088 |
|
|
Net Profit/ (Loss) from Ordinary Activities after tax. Extraordinary items. |
48.111 -- |
57.465 -- |
195.874 -- |
|
|
Net Profit / (Loss) after taxation & extra - ordinary items. |
48.111 |
57.465 |
195.874 |
|
(iii) |
Capital Employed |
|
|
|
|
|
(Segment Assets Less Segment Liabilities) |
|
|
|
|
|
-Extrusion Machinery Division |
113.799 |
36.964 |
113.799 |
|
|
-Injection Moulding Machinery |
236.464 |
170.949 |
236.464 |
|
|
Total capital employed in segments |
350.263 |
207.913 |
350.263 |
|
|
Unallocated Corporate assets less corporate liabilities |
228.247 |
340.669 |
228.247 |
|
|
Total Capital employed |
578.510 |
548.582 |
578.510 |
|
SOURCES
OF FUNDS |
31.03.2014 |
|
I.
EQUITY
AND LIABILITIES |
|
|
(1)Shareholders' Funds |
|
|
(a) Share Capital |
129.864 |
|
(b) Reserves & Surplus |
394.099 |
|
|
|
|
(3) Non-Current Liabilities |
|
|
(a) long-term borrowings |
-- |
|
(b) Other long term liabilities |
-- |
|
|
|
|
(4) Current Liabilities |
|
|
(a) Short term
borrowings |
-- |
|
(b) Trade payables |
411.037 |
|
(c) Other current
liabilities |
342.159 |
|
(d) Short-term provisions |
7.996 |
|
|
|
|
TOTAL |
1285.155 |
|
|
|
|
II. ASSETS |
|
|
(1) Non-current assets |
|
|
(a) Fixed Assets |
216.078 |
|
(b) Non-current Investments |
134.525 |
|
(c) Deferred tax assets (net) |
72.327 |
|
(d) Long-term Loan and Advances |
10.777 |
|
(e) Other Non-current assets |
6.625 |
|
|
|
|
(2) Current assets |
|
|
Current investments |
428.235 |
|
Trade receivables |
196.927 |
|
Cash and cash equivalents |
134.168 |
|
Short-term loans and advances |
71.102 |
|
Other current assets |
14.391 |
|
|
|
|
TOTAL |
1285.155 |
Note:
The above results have been reviewed by the Audit Committee and were taken on record by the Board of Directors at their meeting held on May 30, 2014.
The Company has filed a Miscellaneous application before the Hon'ble Board for
Industrial and Financial Reconstruction ("BIFR") - New Delhi on May
20, 2013 for granting tax reliefs/concessions under the Income Tax Act, 1961 as
per the Sanctioned Scheme of BIFR. The Miscellaneous application is pending for
disposal, hence provisions of Income Tax (including MAT) has not been made.
The figures of consolidated result is based on unaudited consolidated financial
statement of subsidiary - Wintech B.V.
As this being a first year of consolidated financial results, previous year
figures are not provided.
The figures of 4th quarter are balancing figures between audited
figure of the year and published figure up to 3rd quarter of respective year.
Previous period figures have been regrouped / reclassified, wherever necessary,
to make them comparable with current period figures.
NEWS
WINDSOR MACHINES' ARM
ENTERS INTO PRELIMINARY TRANSFER OF BUSINESS AGREEMENT WITH ITALIAN AUTHORITIES
With reference to the earlier announcement regarding an
acquisition in Italy, Windsor Machines Limited has now informed BSE that
Wintech B.V., a Wholly Owned Subsidiary (WOS) of M/s. Windsor Machines Limited
has incorporated a wholly owned subsidiary, namely "Wintal Machines S. r.
l." on September 16, 2013, in Italy to acquire the business of an Italian
Company, Ital tech S. p.a. Further the Company has informed that, Wintal
Machines S. r. l has entered into Preliminary Transfer of Business Agreement
with Italian authorities under Italian Bankruptcy Law for leasing the business
of Ital tech S. p.a., with the aim of buying the same in a predetermined time
period. During this period Wintal Machines S. r. l. will manage and grow the
business of Ital tech S. p.a. around the world. This acquisition is a great
opportunity for M/s. Windsor Machines Limited to get superior technology for
Injection Moulding Division as well as to get Ital tech S. p. a' s erstwhile
global customers. This shall help M/s. Windsor Machines Limited to serve its
customers, in India and abroad, with better products and services.
Fixed Assets:
·
·
Building and Roads on
· Office Premises
· Plant and Machinery
· Patterns and Jigs
· Computers
· Electrical Installation and Air- Conditioning Plant
· Drawing office Equipments
· Furniture, Fixture and Office Equipments
· Drawing and Technical Know How
· Vehicles
CMT REPORT (Corruption, Money Laundering & Terrorism]
The Public Notice information has been collected from various sources
including but not limited to: The Courts,
1] INFORMATION ON
DESIGNATED PARTY
No exist designating subject or any of its beneficial owners,
controlling shareholders or senior officers as terrorist or terrorist
organization or whom notice had been received that all financial transactions
involving their assets have been blocked or convicted, found guilty or against
whom a judgement or order had been entered in a proceedings for violating money-laundering,
anti-corruption or bribery or international economic or anti-terrorism sanction
laws or whose assets were seized, blocked, frozen or ordered forfeited for
violation of money laundering or international anti-terrorism laws.
2] Court Declaration :
No exist to suggest that subject is or was
the subject of any formal or informal allegations, prosecutions or other
official proceeding for making any prohibited payments or other improper
payments to government officials for engaging in prohibited transactions or
with designated parties.
3] Asset Declaration :
No records exist to suggest that the property or assets of the subject
are derived from criminal conduct or a prohibited transaction.
4] Record on Financial
Crime :
Charges or conviction
registered against subject: None
5] Records on Violation of
Anti-Corruption Laws :
Charges or
investigation registered against subject: None
6] Records on Int’l
Anti-Money Laundering Laws/Standards :
Charges or investigation
registered against subject: None
7] Criminal Records
No
available information exist that suggest that subject or any of its principals
have been formally charged or convicted by a competent governmental authority
for any financial crime or under any formal investigation by a competent
government authority for any violation of anti-corruption laws or international
anti-money laundering laws or standard.
8] Affiliation with
Government :
No record
exists to suggest that any director or indirect owners, controlling
shareholders, director, officer or employee of the company is a government
official or a family member or close business associate of a Government
official.
9] Compensation Package :
Our market
survey revealed that the amount of compensation sought by the subject is fair
and reasonable and comparable to compensation paid to others for similar
services.
10] Press Report :
No press reports / filings exists on
the subject.
CORPORATE GOVERNANCE
MIRA INFORM as part of its Due Diligence do provide comments on
Corporate Governance to identify management and governance. These factors often
have been predictive and in some cases have created vulnerabilities to credit
deterioration.
Our Governance Assessment focuses principally on the interactions
between a company’s management, its Board of Directors, Shareholders and other
financial stakeholders.
CONTRAVENTION
Subject is not known to have contravened any existing local laws,
regulations or policies that prohibit, restrict or otherwise affect the terms
and conditions that could be included in the agreement with the subject.
FOREIGN EXCHANGE RATES
|
Currency |
Unit
|
Indian Rupees |
|
US Dollar |
1 |
Rs. 60.00 |
|
|
1 |
Rs. 102.71 |
|
Euro |
1 |
Rs. 81.60 |
INFORMATION DETAILS
|
Information
Gathered by : |
SVA |
|
|
|
|
Analysis Done by
: |
SUB |
|
|
|
|
Report Prepared
by : |
DPH |
SCORE & RATING EXPLANATIONS
|
SCORE FACTORS |
RANGE |
POINTS |
|
HISTORY |
1~10 |
6 |
|
PAID-UP CAPITAL |
1~10 |
5 |
|
OPERATING SCALE |
1~10 |
5 |
|
FINANCIAL CONDITION |
|
|
|
--BUSINESS SCALE |
1~10 |
6 |
|
--PROFITABILIRY |
1~10 |
6 |
|
--LIQUIDITY |
1~10 |
5 |
|
--LEVERAGE |
1~10 |
6 |
|
--RESERVES |
1~10 |
5 |
|
--CREDIT LINES |
1~10 |
5 |
|
--MARGINS |
-5~5 |
- |
|
DEMERIT POINTS |
|
|
|
--BANK CHARGES |
YES/NO |
YES |
|
--LITIGATION |
YES/NO |
NO |
|
--OTHER ADVERSE INFORMATION |
YES/NO |
NO |
|
MERIT POINTS |
|
|
|
--SOLE DISTRIBUTORSHIP |
YES/NO |
NO |
|
--EXPORT ACTIVITIES |
YES/NO |
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 |
|
49 |
This score serves as a reference to assess SC’s credit risk
and to set the amount of credit to be extended. It is calculated from a
composite of weighted scores obtained from each of the major sections of this
report. The assessed factors and their relative weights (as indicated through
%) are as follows:
Financial
condition (40%) Ownership
background (20%) Payment
record (10%)
Credit history
(10%) Market trend
(10%) Operational
size (10%)
RATING EXPLANATIONS
|
RATING |
STATUS |
PROPOSED CREDIT LINE |
|
|
>86 |
Aaa |
Possesses an extremely sound financial base with the strongest
capability for timely payment of interest and principal sums |
Unlimited |
|
71-85 |
Aa |
Possesses adequate working capital. No caution needed for credit transaction.
It has above average (strong) capability for payment of interest and
principal sums |
Large |
|
56-70 |
A |
Financial & operational base are regarded healthy. General unfavourable
factors will not cause fatal effect. Satisfactory capability for payment of
interest and principal sums |
Fairly Large |
|
41-55 |
Ba |
Overall operation is considered normal. Capable to meet normal
commitments. |
Satisfactory |
|
26-40 |
B |
Capability to overcome financial difficulties seems comparatively
below average. |
Small |
|
11-25 |
Ca |
Adverse factors are apparent. Repayment of interest and principal sums
in default or expected to be in default upon maturity |
Limited with full
security |
|
<10 |
C |
Absolute credit risk exists. Caution needed to be exercised |
Credit not
recommended |
|
-- |
NB |
New Business |
-- |
This report is issued at your request without any
risk and responsibility on the part of MIRA INFORM PRIVATE LIMITED (MIPL)
or its officials.