MIRA INFORM REPORT

 

 

Report Date :

16.07.2014

 

IDENTIFICATION DETAILS

 

Name :

TECPRO SYSTEMS LIMITED

 

 

Registered Office :

106, Vishwadeep Tower, Plot No. 4, District Centre, Janak Puri, New Delhi - 110058

 

 

Country :

India

 

 

Financials (as on) :

31.03.2013

 

 

Date of Incorporation :

07.11.1990

 

 

Com. Reg. No.:

55-041985

 

 

Capital Investment / Paid-up Capital :

Rs. 504.738 Millions

 

 

CIN No.:

[Company Identification No.]

L74899DL1990PLC041985

 

 

TAN No.:

[Tax Deduction & Collection Account No.]

DELT03519F

 

 

PAN No.:

[Permanent Account No.]

AABCT4355K

 

 

Legal Form :

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

 

 

Line of Business :

Designing, Engineering, Manufacturing, Supply, Installation and Erection of Material Handling Systems, Power Plants including balance of plant packages in power sector.

 

 

No. of Employees :

1540 (Approximately)

 

 

RATING & COMMENTS

 

MIRA’s Rating :

Ca (17)

 

RATING

STATUS

 

PROPOSED CREDIT LINE

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

 

 

Status :

Moderate

 

 

Payment Behaviour :

Slow and delayed

 

 

Litigation :

Exist

 

 

Comments :

Subject is an established company having moderate track record.

 

The company has witnessed a moderation in its financial profile marked by increasing working capital requirements which are funded through debt, owing to stretched receivables, further resulting into pressure on the subject liquidity profile.

 

Management has reported an acceptable revenue from operations as well as net profitability during FY13.

 

The ratings also take into consideration the management being opted for majority of its debt restructuring which has been admitted by the bankers in a meeting held on April 21, 2014.

 

However, business is active. Payment terms are reported as slow and delayed.

 

In view of established market position and international technology tie ups, the subject can be considered for business dealings on a safe and secured 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 31, 2014

 

Country Name

Previous Rating

(31.12.2013)

Current Rating

(31.03.2014)

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

 

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.

 

 

EXTERNAL AGENCY RATING

 

Rating Agency Name

CRISIL

Rating

Long term rating = D

Rating Explanation

Default or expected to be in default soon.

Date

July 17, 2013

 

 

Rating Agency Name

CRISIL

Rating

Short term rating = D

Rating Explanation

Default or expected to be in default on maturity.

Date

July 17, 2013

 

 

RBI DEFAULTERS’ LIST STATUS

 

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

 

 

EPF (Employee Provident Fund) DEFAULTERS’ LIST STATUS

 

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

 

 

INFORMATION DECLINED

 

MANAGEMENT NON-COOPERATIVE

 

(CONTACT NO.: 91-11-45038735)

 

 

LOCATIONS

 

Registered Office :

106, Vishwadeep Tower, Plot No. 4, District Centre, Janak Puri, New Delhi – 110058, India

Tel. No.:

91-11-45038735

Fax No.:

91-11-45038734

E-Mail :

info@tecprosystems.com

legal_ggn@tecprosystems.com

tecprodel@tecprosystems.com

Website :

http://www.tecprosystems.com

 

 

Corporate Office :

Tecpro House, Plot No. 78, Sector-34, NH-8, Gurgaon - 122001, Haryana, India

Tel. No.:

91-124-4880100

Fax No.:

91-124-4880110

 

 

Head Office :

Tecpro Towers, Plot No. 11-A17, 5th Cross Road, SIPCOT IT Park, Siruseri, Chennai - 603103, Tamilnadu, India

Tel. No.:

91-44-37474747

Fax No.:

91-44-37443011

E-Mail :

investors@tecprosystems.com

 

 

Factory 1 :

SP-496-497, RIICO Industrial Area, Bhiwadi, District Alwar, Rajasthan, India

 

 

Factory 2:

Plot No. 2-4, 25-27, Sector 7, HSIDC Growth Centre, Bawal, District Rewari, Haryana, India

 

 

Factory 3 :

Plot No. E-928, RIICO Industrial Area, Bhiwadi, Rajasthan, India

 

 

Factory 4 :

Plot No. A-98, RIICO Industrial Area, Bhiwadi, Rajasthan, India

 

 

Factory 5 :

203 and 203(A), Matsya Industrial Area, Alwar, Rajasthan, India

 

 

DIRECTORS

 

AS ON 31.03.2013

 

Name :

Mr. Ajay Kumar Bishnoi

Designation :

Chairman and Managing Director

 

 

Name :

Mr. Amul Gabrani

Designation :

Vice Chairman and Managing Director

 

 

Name :

Mr. Amar Banerjee

Designation :

Whole-time Director

Date of Birth/Age :

66 Years

Brief resume and expertise in specific functional area :

A Whole-time Director holds a bachelor’s degree in mechanical engineering from Jadhavpur University, Kolkata. He has 41 years of experience in ash handling industry. He was previously working with Mahindra Ashtech Limited and was responsible for marketing, manufacturing and sales divisions.

Date of initial appointment :

02.04.2010

 

 

Name :

Mr. Arvind Kumar Bishnoi

Designation :

Whole-time Director

 

 

Name :

Mr. Aditya Gabrani

Designation :

Whole-time Director

Date of Birth/Age :

26 Years

Brief resume and expertise in specific functional area :

A Whole-time Director holds a bachelor’s degree in engineering from Delhi College of Engineering, University of Delhi.

Date of initial appointment :

10.11.2010

List of other Directorships held :

a) Hythro Power Corporation Limited

b) Atihana Infrastructures Private Limited

c) Vasundhra Technologies (India) Private Limited

d) Gabrani Infrastructures Private Limited

e) Eversun Energy Private Limited

 

 

Name :

Mr. Suresh Kumar Goenka

Designation :

Director

 

 

Name :

Mr. Brij Bhushan Kathuria

Designation :

Director

 

 

Name :

Mr. Satvinder Jeet Singh Sodhi

Designation :

Director

Date of Birth/Age :

60 Years

Brief resume and expertise in specific functional area :

An Independent Director holds a bachelor’s degree in commerce and is a management accountant, chartered accountant, and a law graduate from University of Delhi. He has served as a civil service officer and in the past held various senior key positions in government departments. He also served as the Joint Commissioner of Industries, General Manager – Delhi Finance Corporation and the Chief Executive Officer of certain public sector enterprises. He earlier worked as the executive director of the Delhi Stock Exchange Limited and has also been associated with committees of various ministries.

Date of initial appointment :

20.06.2007

List of other Directorships held :

HS Healthcare Private Limited

 

 

Name :

Mr. Anunay Kumar

Designation :

Director

Date of Birth/Age :

67 Years

Brief resume and expertise in specific functional area :

An Independent Director holds a bachelor’s degree in mechanical engineering from the University of Ranchi and also holds a diploma in management from the All India Management Association, New Delhi. He has more than 45 years of work experience in the steel industry in India and abroad. In the past he has been associated with various companies such as Mecon Limited and retired as its Director (Technology) in 2004.

Date of initial appointment :

20.06.2007

List of other Directorships held :

a) JSW Aluminium Limited

b) DESCON Limited

c) Kansortium Process Teknologies Private Limited

d) JSW Techno Projects Management Limited

e) JSW Jharkhand Steel Limited

f ) AVH Private Limited

 

 

Name :

Mr. Sakti Kumar Banerjee

Designation :

Director

 

 

Name :

Mr. Narayanan Krishnan

Designation :

Director

Date of Birth/Age :

74 Years

Brief resume and expertise in specific functional area :

A Nominee Director representing State Bank of India, holds Post Graduate degree in Physics from St. Joseph’s College, Tiruchirapalli, Madras University

Date of initial appointment :

14.02.2013

 

 

Name :

Mr. Jatinder Pal Singh

Designation :

Director

Date of Birth/Age :

64 Years

Brief resume and expertise in specific functional area :

An Independent Director holds a degree of Chemical Engineer from the Punjab University, Chandigarh.

Date of initial appointment :

30.05.2013

List of other Directorships held :

a) Hythro Power Corporation Limited

b) G.E.T. Power Limited

c) Tecpro Engineers Limited

d) Avigo Capital Partners Private Limited

e) RINAC India Limited

f ) AMR India Limited

g) Effectus Consulting LLP

 

 

KEY EXECUTIVES

 

Name :

Mr. Pankaj Tandon

Designation :

Company Secretary and Compliance Officer

 

 

MAJOR SHAREHOLDERS / SHAREHOLDING PATTERN

 

AS ON 31.03.2014

 

Category of Shareholder

Total No. of Shares

As a %

(A) Shareholding of Promoter and Promoter Group

 

 

(1) Indian

 

 

Individuals / Hindu Undivided Family

19060556

37.76

Bodies Corporate

7540784

14.94

Sub Total

26601340

52.70

(2) Foreign

 

 

Total shareholding of Promoter and Promoter Group (A)

26601340

52.70

(B) Public Shareholding

 

 

(1) Institutions

 

 

Mutual Funds / UTI

1862981

3.69

Financial Institutions / Banks

13082

0.03

Venture Capital Funds

705557

1.40

Foreign Institutional Investors

1880232

3.73

Foreign Venture Capital Investors

5169147

10.24

Sub Total

9630999

19.08

(2) Non-Institutions

 

 

Bodies Corporate

1086192

2.15

Individuals

 

 

Individual shareholders holding nominal share capital up to Rs. 0.100 Million

3824636

7.58

Individual shareholders holding nominal share capital in excess of Rs. 0.100 Million

733570

1.45

Any Others (Specify)

8597054

17.03

Trusts

31

0.00

Non Resident Indians

1189295

2.36

Clearing Members

81984

0.16

Hindu Undivided Families

225738

0.45

Foreign Corporate Bodies

7100006

14.07

Sub Total

14241452

28.22

Total Public shareholding (B)

23872451

47.30

Total (A)+(B)

50473791

100.00

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

 

 

(1) Promoter and Promoter Group

0

0.00

(2) Public

0

0.00

Sub Total

0

0.00

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

50473791

100.00

 

 

 

 

BUSINESS DETAILS

 

Line of Business :

Designing, Engineering, Manufacturing, Supply, Installation and Erection of Material Handling Systems, Power Plants including balance of plant packages in power sector.

 

 

GENERAL INFORMATION

 

No. of Employees :

1540 (Approximately)

 

 

Bankers :

·         State Bank of India

Bank of India

ICICI Bank Limited

IDBI Bank Limited

DBS Bank Limited

Standard Chartered Bank

Axis Bank Limited

Vijaya Bank

IndusInd Bank Limited

Allahabad Bank

Rajasthan State Industrial Development and Investment Corporation Limited

Kotak Mahindra Prime Limited

HDFC Bank Limited

 

 

Facilities :

 

SECURED LOANS

31.03.2013

(Rs. In Millions)

31.03.2012

(Rs. In Millions)

LONG-TERM BORROWINGS

 

 

Term loans

- Indian rupee loan from banks

380.366

556.492

- Foreign currency loan from banks

466.796

368.327

- From financial institutions

9.551

70.150

SHORT TERM BORROWINGS

 

 

Loans repayable on demand

From banks

- Working capital facility

19974.394

12011.422

 

 

 

Total

 

20831.107

13006.391

 

SHORT TERM BORROWINGS

 

Working capital facility comprises cash credit, buyer’s credit, export packing credit and bills discounted from banks.

- Working Capital facilities are secured by first charge on the present and future current assets of the Company on pari passu basis.

- Cash credit, short term loans and buyer’s credit from certain banks are further primarily / collaterally secured by way of hypothecation / mortgage of moveable / immoveable fixed assets of the Company on a pari passu basis other than those specifically funded through term loans and charged to State Bank of India and by way of equitable mortgage over certain assets of certain directors (includes a relative of a director) of the Company on pari passu basis.

- Packing Credit loan from DBS Bank is secured by second charge on the current assets and moveable fixed assets of the Company.

- The facilities are also secured by personal guarantee of Mr. Amul Gabrani (director), Mr. Ajay Kumar Bishnoi (director) and Mrs. Bhagwanti Gabrani (relative of director, except for facility availed from DBS Bank).

- Further, facilties from SBI are also secured by pledge of certain shares by Mr. Amul Gabrani and Mr. Ajay Kumar Bishnoi (directors of the Company) and the loan from SBI is also secured by corporate guarantee given by Fusion Fittings (I) Limited.

 

 

 

 

Banking Relations :

--

 

 

Statutory Auditors :

 

Name :

B S R and Company

Chartered Accountants

Address :

Building No. 10, 8th Floor, Tower B, DLF City, Phase – II, Gurgaon – 122002, Haryana, India

 

 

Cost Auditors :

 

Name :

N.K. Jain and Associates

Cost Accountants

Address :

2-D, OCS Apartments, Mayur Vihar, Phase-I, Delhi - 110091, India

 

 

Related party and nature of relationship where control exists [Subsidiary] :

·         Tecpro Energy Limited

Tecpro International FZE (up to 11 January 2012)

Tecpro Trema Limited

Ajmer Waste Processing Company Private Limited

Tecpro Systems (Singapore) Pte. Limited

Bikaner Waste Processing Company Private Limited

Ambika Projects (India) Private Limited

Eversun Energy Private Limited (w.e.f. 24 February 2012)

PT. Tecpro Systems Indonesia (w.e.f. 6 January 2012)

 

 

Related party and nature of the related party relationship with whom transactions have taken place during the year [Subsidiaries] :

·         Tecpro Energy Limited

Tecpro International FZE (up to 11 January 2012)

Tecpro Trema Limited

Ajmer Waste Processing Company Private Limited

Tecpro Systems (Singapore) Pte. Limited

Bikaner Waste Processing Company Private Limited

Ambika Projects (India) Private Limited

Eversun Energy Private Limited (w.e.f. 24 Febuary 2012)

PT. Tecpro Systems Indonesia (w.e.f. 6 January 2012)

 

 

Enterprises over which key management personnel exercise significant influence :

·         Tecpro Energy Limited*

Tecpro Trema Limited*

Tecpro International FZE (up to 11 January 2012)*

Tecpro Systems (Singapore) Pte. Limited *

Ambika Projects (India) Private Limited *

Eversun Energy Private Limited (w.e.f. 24 Febuary 2012)*

PT. Tecpro Systems Indonesia (w.e.f. 6 January 2012)*

Tecpro Engineers Limited

T&H Education Private Limited

Hythro Power Corporation Limited

Tecpro Stones Private Limited

Fusion Fittings (I) Limited

Shriram Cement Limited

Tecpro Infra-Projects Limited

G.E.T. Power Limited

HIQ Power Associates Private Limited (w.e.f. 27 April 2011)

Avadh Transformers Private Limited

 

* Transactions with these enterprises have been disclosed under subsidiaries

 

 

CAPITAL STRUCTURE

 

AS ON 31.03.2013

 

Authorised Capital :

No. of Shares

Type

Value

Amount

 

 

 

 

131,150,000

Equity Shares

Rs. 10/- each

Rs. 1311.500 Millions

 

 

 

 

 

Issued, Subscribed & Paid-up Capital :

No. of Shares

Type

Value

Amount

 

 

 

 

50,473,791

Equity Shares

Rs. 10/- each

Rs. 504.738 Millions

 

 

 

 

 

(a) Reconciliation of shares outstanding and the amount of share capital as at 31 March 2013:

 

Equity shares

As at 31 March 2013

 

No. of shares

Rs. in Millions

Number of shares at the beginning

50,473,791

504.738

Add: Shares issued / redeemed during the year

--

--

Number of shares at the end

50,473,791

504.738

 

The Company has only one class of equity shares, having a par value of Rs.10 per share. Accordingly, all equity shares rank equally with regard to dividends and share in the Company’s residual assets. Each shareholder is eligible to one vote per share held. The dividend proposed, if any, by the Board of Directors is subject to approval of shareholders in the ensuing Annual General Meeting, except in case of interim dividend. The repayment of equity share capital in the event of liquidation and buy back of shares are possible subject to prevalent regulations.

 

In the event of liquidation, normally the equity shareholders are eligible to receive the remaining assets of the Company after distribution of all preferential amounts, in proportion to their shareholding.

 

(b) Shares in the Company held by each shareholder holding more than 5% shares are as under:

 

Names

As at 31 March 2013

 

No. of Shares

% of shares held

Amul Gabrani

9,319,342

18.46

Ajay Kumar Bishnoi

9,019,842

17.87

Fusion Fittings (I) Limited

7,540,784

14.94

Avigo Venture Investments Limited

6,819,153

13.51

Metmin Investments Holdings Limited

3,994,881

7.91

 

(c) Pursuant to SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2009, an aggregate of 20% of the post offer capital of the Company held by the promoters is locked in for a period of three years. Accordingly,

10,094,759 equity shares held by Mr. Ajay Kumar Bishnoi and Mr. Amul Gabrani are under lock in period for three years beginning 8 October 2010. Further, in addition to the above equity shares, that are locked in for three years, 26,954,328 equity shares out of pre-offer capital of the Company were locked in for a period of one year beginning 8 October 2010.

 

(d) During the five years period ended 31 March 2013 Company has issued equity shares for consideration other than cash as follows :-

 

i) 12,698,750 (previous year 12,698,750) equity shares have been allotted as fully paid-up by way of bonus shares during the year 2007-2008 out of securities premium account.

 

ii) 16,526,291 (previous year 16,526,291) equity shares of Rs. 10 issued during the year 2009-10 as fully paid-up shares to shareholders of erstwhile Tecpro Ashtech Limited and erstwhile Tecpro Power Systems Limited, pursuant to a scheme of amalgamation, for consideration other than cash.

 

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

504.738

504.738

504.738

(b) Reserves & Surplus

7385.218

7139.971

6278.751

(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)

7889.956

7644.709

6783.489

 

 

 

 

(3) Non-Current Liabilities

 

 

 

(a) long-term borrowings

856.713

994.969

423.281

(b) Deferred tax liabilities (Net)

0.000

1.138

0.000

(c) Other long term liabilities

1387.692

903.252

2292.895

(d) long-term provisions

65.140

42.644

26.259

Total Non-current Liabilities (3)

2309.545

1942.003

2742.435

 

 

 

 

(4) Current Liabilities

 

 

 

(a) Short term borrowings

20031.577

12011.422

6672.938

(b) Trade payables

13145.595

14167.594

8975.344

(c) Other current liabilities

6670.710

4993.073

2945.883

(d) Short-term provisions

57.402

408.248

505.646

Total Current Liabilities (4)

39905.284

31580.337

19099.811

 

 

 

 

TOTAL

50104.785

41167.049

28625.735

 

 

 

 

II.      ASSETS

 

 

 

(1) Non-current assets

 

 

 

(a) Fixed Assets

 

 

 

(i) Tangible assets

2836.404

2351.791

1318.738

(ii) Intangible Assets

38.624

41.712

9.389

(iii) Capital work-in-progress

454.686

315.705

249.424

(iv) Intangible assets under development

0.000

0.000

0.000

(b) Non-current Investments

176.057

215.533

293.571

(c) Deferred tax assets (net)

19.311

0.000

25.798

(d)  Long-term Loan and Advances

141.584

63.963

222.975

(e) Trade receivables

4300.886

6800.637

5351.763

(f) Other Non-current assets

1573.156

1331.535

1269.554

Total Non-Current Assets

9540.708

11120.876

8741.212

 

 

 

 

(2) Current assets

 

 

 

(a) Current investments

1.044

1.039

76.039

(b) Inventories

1965.694

2312.456

1398.939

(c) Trade receivables

24996.748

16517.877

11709.245

(d) Cash and cash equivalents

255.221

2285.041

2185.202

(e) Short-term loans and advances

2247.588

2384.729

1319.704

(f) Other current assets

11097.782

6545.031

3195.394

Total Current Assets

40564.077

30046.173

19884.523

 

 

 

 

TOTAL

50104.785

41167.049

28625.735

 

 

PROFIT & LOSS ACCOUNT

 

 

PARTICULARS

 

31.03.2013

31.03.2012

31.03.2011

 

SALES

 

 

 

 

 

Revenue from Operations

26104.561

25296.618

19709.183

 

 

Other Income

82.939

115.605

147.089

 

 

TOTAL                                     (A)

26187.500

25412.223

19856.272

 

 

 

 

 

Less

EXPENSES

 

 

 

 

 

Cost of Materials Consumed

13847.433

12703.673

7030.657

 

 

Purchases of Stock-in-Trade

2352.343

3329.707

2882.781

 

 

Changes in inventories of finished goods, work-in-progress and Stock-in-Trade

247.251

(803.932)

(132.310)

 

 

Employees benefits expense

1231.904

1209.055

913.077

 

 

Other expenses

4870.203

4924.489

5728.111

 

 

TOTAL                                     (B)

22549.134

21362.992

16422.316

 

 

 

 

 

Less

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

3638.366

4049.231

3433.956

 

 

 

 

 

Less

FINANCIAL EXPENSES                         (D)

3012.712

1967.799

1230.968

 

 

 

 

 

 

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

625.654

2081.432

2202.988

 

 

 

 

 

Less/ Add

DEPRECIATION/ AMORTISATION                     (F)

198.196

134.927

102.786

 

 

 

 

 

 

PROFIT BEFORE TAX (E-F)                               (G)

427.458

1946.505

2100.202

 

 

 

 

 

Less

TAX                                                                  (H)

138.894

697.206

737.963

 

 

 

 

 

 

PROFIT AFTER TAX (G-H)                                (I)

288.564

1249.299

1362.239

 

 

 

 

 

 

EARNINGS IN FOREIGN CURRENCY

 

 

 

 

 

FOB value of exports

341.587

448.640

183.217

 

 

Drawing and designing

48.161

21.242

6.864

 

 

Erection services

26.530

0.000

0.000

 

 

Others

4.837

0.000

0.000

 

TOTAL EARNINGS

421.115

469.882

190.081

 

 

 

 

 

 

IMPORTS

 

 

 

 

 

Raw Materials and components

191.823

453.622

202.202

 

 

Capital Goods

59.760

21.203

22.226

 

TOTAL IMPORTS

251.583

474.825

224.428

 

 

 

 

 

 

Earnings Per Share (Rs.)

5.72

24.75

28.85

 

 

QUARTERLY RESULTS

 

PARTICULARS

 

30.06.2013

30.09.2013

31.12.2013

31.03.2014

Type

1st Quarter

2nd Quarter

3rd Quarter

4th Quarter

Net Sales

3086.400

2346.600

1871.400

1321.200

Total Expenditure

2670.400

2523.200

1936.700

2065.300

PBIDT (Excl OI)

416.100

(176.600)

(65.300)

(744.100)

Other Income

4.400

4.400

3.200

(7.800)

Operating Profit

420.500

(172.200)

(62.100)

(751.900)

Interest

972.600

1247.600

1167.000

1504.500

Exceptional Items

0.000

0.000

0.000

0.000

PBDT

(552.100)

(1419.800)

(1229.100)

(2256.400)

Depreciation

48.500

51.000

49.800

53.300

Profit Before Tax

(600.600)

(1470.800)

(1278.900)

(2309.700)

Tax

0.000

0.000

0.000

19.300

Provisions and contingencies

0.000

0.000

0.000

0.000

Profit After Tax

(600.600)

(1470.800)

(1278.900)

(2329.000)

Extraordinary Items

0.000

0.000

0.000

0.000

Prior Period Expenses

0.000

0.000

0.000

0.000

Other Adjustments

0.000

0.000

0.000

0.000

Net Profit

(600.600)

(1470.800)

(1278.900)

(2329.000)

 

 

KEY RATIOS

 

PARTICULARS

 

 

31.03.2013

31.03.2012

31.03.2011

PAT / Total Income

(%)

1.10

4.92

6.86

 

 

 

 

 

Net Profit Margin

(PBT/Sales)

(%)

1.64

7.69

10.66

 

 

 

 

 

Return on Total Assets

(PBT/Total Assets}

(%)

0.86

4.79

7.49

 

 

 

 

 

Return on Investment (ROI)

(PBT/Networth)

 

0.05

0.25

0.31

 

 

 

 

 

Debt Equity Ratio

(Total Debt/Networth)

 

2.65

1.70

1.05

 

 

 

 

 

Current Ratio

(Current Asset/Current Liability)

 

1.02

0.95

1.04

 

 

FINANCIAL ANALYSIS

[all figures are in Rupees Millions]

 

DEBT EQUITY RATIO

 

Particular

31.03.2011

31.03.2012

31.03.2013

 

(Rs. In Millions)

(Rs. In Millions)

(Rs. In Millions)

Share Capital

504.738

504.738

504.738

Reserves & Surplus

6278.751

7139.971

7385.218

Net worth

6783.489

7644.709

7889.956

 

 

 

 

long-term borrowings

423.281

994.969

856.713

Short term borrowings

6672.938

12011.422

20031.577

Total borrowings

7096.219

13006.391

20888.290

Debt/Equity ratio

1.046

1.701

2.647

 

 

 

 

YEAR-ON-YEAR GROWTH

 

Year on Year Growth

31.03.2011

31.03.2012

31.03.2013

 

(Rs. In Millions)

(Rs. In Millions)

(Rs. In Millions)

Sales

19709.183

25296.618

26104.561

 

 

28.349

3.194

 

 

 

 

NET PROFIT MARGIN

 

Net Profit Margin

31.03.2011

31.03.2012

31.03.2013

 

(Rs. In Millions)

(Rs. In Millions)

(Rs. In Millions)

Sales

19709.183

25296.618

26104.561

Profit

1362.239

1249.299

288.564

 

6.91%

4.94%

1.11%

 

 

 

 

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

Yes

8]

No. of employees

Yes

9]

Name of person contacted

No

10]

Designation of contact person

No

11]

Turnover of firm for last three years

Yes

12]

Profitability for last three years

Yes

13]

Reasons for variation <> 20%

--

14]

Estimation for coming financial year

No

15]

Capital in the business

Yes

16]

Details of sister concerns

Yes

17]

Major suppliers

No

18]

Major customers

No

19]

Payments terms

No

20]

Export / Import details (if applicable)

No

21]

Market information

--

22]

Litigations that the firm / promoter involved in

Yes

23]

Banking Details

Yes

24]

Banking facility details

Yes

25]

Conduct of the banking account

--

26]

Buyer visit details

--

27]

Financials, if provided

Yes

28]

Incorporation details, if applicable

Yes

29]

Last accounts filed at ROC

Yes

30]

Major Shareholders, if available

Yes

31]

Date of Birth of Proprietor/Partner/Director, if available

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

Yes

 

 

LITIGATION DETAILS

 

IN THE HIGH COURT OF DELHI AT NEW DELHI

 

CO.PET. 42/2014

 

M/S FORECH INDIA LTD ..... Petitioner

 

Through: Mr.Rohit Madan, Advocate

 

Versus

 

M/S TECPRO SYSTEMS LTD ..... Respondent

 

Through: Mr. Sanjeev Sindhwani, Sr. Advocate with Mr. Ankit Sibbal, Mr. Rohit Kumar Yadav, Advocates

 

CORAM:

 

HON'BLE MR. JUSTICE SANJEEV SACHDEVA

 

O R D E R

 

13.05.2014

 

Learned senior counsel for the respondent submits that a CDR is being worked out with the banks and prays for some time to file a proposal under which the payments can be made.

 

Let the proposal be filed within a period of six weeks from today.

 

List on 16th July, 2014.

 

Interim order to continue.

 

SANJEEV SACHDEVA, J

 

MAY 13, 2014/sv

 

$ 44

 

 

INDEX OF CHARGES

 

S.NO.

CHARGE ID

DATE OF CHARGE CREATION/MODIFICATION

CHARGE AMOUNT SECURED

CHARGE HOLDER

ADDRESS

SERVICE REQUEST NUMBER (SRN)

1

10489150

25/02/2014

1,500,000,000.00

STATE BANK OF INDIA

STATE BANK OF INDIA, 177/1, P.H. ROAD, KILPAUK, CHENNAI, TAMIL NADU - 600010, INDIA

C02710515

2

10445946

10/09/2013 *

245,000,000.00

DBS BANK LIMITED

806, ANNA SALAI, CHENNAI, TAMIL NADU - 600002, INDIA

B84321793

3

10445958

10/09/2013 *

950,000,000.00

DBS BANK LIMITED

806, ANNA SALAI, CHENNAI, TAMIL NADU - 600002, INDIA

B84358159

4

10427374

10/09/2013 *

615,000,000.00

DBS BANK LIMITED

806, ANNA SALAI, CHENNAI, TAMIL NADU - 600002, INDIA

B84240233

5

10427479

07/08/2013 *

54,475,000,000.00

STATE BANK OF INDIA (LEAD BANK)

LEATHER & INTERNATIONAL BRANCH, "MVJ TOWER", NO.1 
77/1, P.H.ROAD, KILPAUK, CHENNAI, TAMIL NADU - 600010, INDIA

B83781930

6

10417200

18/04/2013 *

475,000,000.00

RAJASTHAN STATE INDUSTRIAL DEVELOPMENT AND INVESTMENT CORPORATION LIMITED

UDYOG BHAWAN TILAK MARG, C-SCHEME, JAIPUR, RAJASTHAN - 302005, INDIA

B73293755

7

10395881

31/12/2012

1,000,000,000.00

VIJAYA BANK

123, MARSHALLS ROAD, DUGAR TOWERS, EGMORE, CHENNAI, TAMIL NADU - 600008, INDIA

B65476392

8

10391494

21/11/2012

2,300,000.00

VIJAYA BANK

RAJA GARDEN, NEW DELHI, DELHI - 110015, INDIA

B63939151

9

10389510

09/11/2012

2,950,000.00

KOTAK MAHINDRA PRIME LIMITED

36-38A NARIMAN BHAVAN, 227, NARIMAN POINT, MUMBAI, MAHARASHTRA - 400021, INDIA

B63161681

10

10392038

08/11/2012

553,507.00

KOTAK MAHINDRA PRIME LIMITED

36-38A NARIMAN BHAVAN, 227, NARIMAN POINT, MUMBAI, MAHARASHTRA - 400021, INDIA

B64164692

11

10387626

11/09/2013 *

866,381,000.00

DBS BANK LIMITED

806, ANNA SALAI, CHENNAI, TAMIL NADU - 600002, INDIA

B84338276

12

10389506

17/10/2012

1,258,400.00

KOTAK MAHINDRA PRIME LIMITED

36-38A NARIMAN BHAVAN, 227, NARIMAN POINT, MUMBAI, MAHARASHTRA - 400021, INDIA

B63160527

13

10389600

17/10/2012

2,303,840.00

KOTAK MAHINDRA PRIME LIMITED

36-38A NARIMAN BHAVAN, 227, NARIMAN POINT, MUMBAI, MAHARASHTRA - 400021, INDIA

B63159131

14

10384639

16/10/2012

575,000.00

VIJAYA BANK

RAJA GARDEN, NEW DELHI, NEW DELHI, DELHI - 110015, INDIA

B61442158

15

10379890

28/09/2012

525,000.00

VIJAYA BANK

RAJA GARDEN, NEW DELHI, NEW DELHI, DELHI - 110015, INDIA

B59442509

16

10374103

31/07/2012

700,550.00

KOTAK MAHINDRA PRIME LIMITED

36-38A NARIMAN BHAVAN, 227, NARIMAN POINT, MUMBAI, MAHARASHTRA - 400021, INDIA

B57095705

17

10376923

30/07/2012

1,886,293.00

KOTAK MAHINDRA PRIME LIMITED

36-38A NARIMAN BHAVAN, 227, NARIMAN POINT,, MUMBAI, MAHARASHTRA - 400021, INDIA

B58279217

18

10359752

30/04/2012

325,000.00

HDFC BANK LIMITED

HDFC BANK HOUSESENAPATI BAPAT MARG, LOWER PAREL W, MUMBAI, MAHARASHTRA - 400013, INDIA

B41262635

19

10346916

21/03/2012

500,000.00

VIJAYA BANK

RAJA GARDEN, NEW DELHI, DELHI - 110015, INDIA

B36754620

20

10341772

28/02/2012

885,000.00

KOTAK MAHINDRA PRIME LIMITED

36-38A NARIMAN BHAVAN, 227, NARIMAN POINT, MUMBAI, MAHARASHTRA - 400021, INDIA

B34853333

21

10340704

30/01/2012

979,000.00

KOTAK MAHINDRA PRIME LIMITED

36-38A NARIMAN BHAVAN, 227, NARIMAN POINT, MUMBAI, MAHARASHTRA - 400021, INDIA

B34375006

22

10335660

10/09/2013 *

359,720,000.00

DBS BANK LIMITED

806, ANNA SALAI, CHENNAI, TAMIL NADU - 600002, IND 
IA

B84240654

23

10326113

30/11/2011

1,400,000.00

KOTAK MAHINDRA PRIME LIMITED

36-38A NARIMAN BHAVAN, 227, NARIMAN POINT, MUMB 
AI, MAHARASHTRA - 400021, INDIA

B28951986

24

10320025

03/11/2011

409,000.00

KOTAK MAHINDRA PRIME LIMITED

36-38A NARIMAN BHAVAN, 227, NARIMAN POINT, MUMB 
AI, MAHARASHTRA - 400021, INDIA

B26240788

25

10315318

21/10/2011

556,000.00

KOTAK MAHINDRA PRIME LIMITED

36-38A NARIMAN BHAVAN, 227, NARIMAN POINT, MUMBAI, MAHARASHTRA - 400021, INDIA

B24398208

26

10305909

01/09/2011

573,000.00

VIJAYA BANK

RAJA GARDEN, NEW DELHI, DELHI - 110015, INDIA

B20370136

27

10303895

25/07/2012 *

1,500,000,000.00

AXIS BANK LIMITED

KARUMUTTU NILAYAM, CORPORATE BANKING BRANCH, NO.1 
92 ANNA SALAI, CHENNAI, TAMIL NADU - 600002, INDIA

B57824724

28

10308235

31/07/2011

1,161,420.00

KOTAK MAHINDRA PRIME LIMITED

36-38A NARIMAN BHAVAN, 227, NARIMAN POINT, MUMBAI, MAHARASHTRA - 400021, INDIA

B21525134

29

10300211

28/07/2011

498,000.00

KOTAK MAHINDRA PRIME LIMITED

36-38A NARIMAN BHAVAN, 227, NARIMAN POINT, MUMBAI, MAHARASHTRA - 400021, INDIA

B18084459

30

10300215

21/07/2011

531,000.00

KOTAK MAHINDRA PRIME LIMITED

36-38A NARIMAN BHAVAN, 227, NARIMAN POINT, MUMBAI, MAHARASHTRA - 400021, INDIA

B18085472

31

10300221

30/06/2011

754,000.00

KOTAK MAHINDRA PRIME LIMITED

36-38A NARIMAN BHAVAN, 227, NARIMAN POINT, MUMBAI, MAHARASHTRA - 400021, INDIA

B18086991

32

10300218

29/06/2011

1,090,000.00

KOTAK MAHINDRA PRIME LIMITED

36-38A NARIMAN BHAVAN, 227, NARIMAN POINT, MUMBAI, MAHARASHTRA - 400021, INDIA

B18086314

33

10294594

16/06/2011

965,000.00

KOTAK MAHINDRA PRIME LIMITED

36-38A NARIMAN BHAVAN, 227, NARIMAN POINT, MUMBAI, MAHARASHTRA - 400021, INDIA

B15977192

34

10297732

09/01/2013 *

1,000,000,000.00

INDUSIND BANK LIMITED

DR. GOPAL DAS BHAWAN, 28, BARAKHAMBA ROAD, NEW DELHI, DELHI - 110001, INDIA

B67068650

35

10286313

26/04/2011

7,438,500.00

KOTAK MAHINDRA PRIME LIMITED

36-38A NARIMAN BHAVAN, 227, NARIMAN POINT, MUMBAI, MAHARASHTRA - 400021, INDIA

B12767778

36

10279138

28/03/2011

950,000.00

KOTAK MAHINDRA PRIME LIMITED

36-38A NARIMAN BHAVAN, 227, NARIMAN POINT, MUMBAI, MAHARASHTRA - 400021, INDIA

B10247104

37

10274804

09/03/2011

25,000,000.00

KOTAK MAHINDRA PRIME LIMITED

36-38A NARIMAN BHAVAN, 227, NARIMAN POINT, MUMBAI, MAHARASHTRA - 400021, INDIA

B08932626

38

10278657

25/07/2012 *

8,000,000,000.00

BANK OF INDIA

CHENNAI LARGE CORPORATE BRANCH, IV FLOOR, TARAPORE TOWER, ANNA SALAI, CHENNAI, TAMIL NADU - 600002, INDIA

B58115056

39

10271336

23/02/2011

615,000.00

KOTAK MAHINDRA PRIME LIMITED

36-38A NARIMAN BHAVAN, 227, NARIMAN POINT, MUMBAI, MAHARASHTRA - 400021, INDIA

B07540859

40

10271338

23/02/2011

615,000.00

KOTAK MAHINDRA PRIME LIMITED

36-38A NARIMAN BHAVAN, 227, NARIMAN POINT, MUMBAI, MAHARASHTRA - 400021, INDIA

B07541485

41

10271262

23/02/2011

1,120,000.00

KOTAK MAHINDRA PRIME LIMITED

36-38A NARIMAN BHAVAN, 227, NARIMAN POINT, MUMBAI, MAHARASHTRA - 400021, INDIA

B07560535

42

10269479

30/01/2011

384,000.00

KOTAK MAHINDRA PRIME LIMITED

36-38A NARIMAN BHAVAN, 227, NARIMAN POINT, MUMBAI, MAHARASHTRA - 400021, INDIA

B06528483

43

10265777

12/01/2011

310,000.00

KOTAK MAHINDRA PRIME LIMITED

36-38A NARIMAN BHAVAN, 227, NARIMAN POINT, MUMBAI, MAHARASHTRA - 400021, INDIA

B04798823

44

10265776

12/01/2011

590,000.00

KOTAK MAHINDRA PRIME LIMITED

36-38A NARIMAN BHAVAN, 227, NARIMAN POINT, MUMBAI, MAHARASHTRA - 400021, INDIA

B04798054

45

10258022

30/11/2010

350,000.00

KOTAK MAHINDRA PRIME LIMITED

36-38A NARIMAN BHAVAN, 227, NARIMAN POINT, MUMBAI, MAHARASHTRA - 400021, INDIA

B01974294

46

10251568

28/10/2010

275,000.00

KOTAK MAHINDRA PRIME LIMITED

36-38A NARIMAN BHAVAN, 227, NARIMAN POINT, MUMBAI, MAHARASHTRA - 400021, INDIA

A99038440

47

10251569

28/10/2010

1,980,000.00

KOTAK MAHINDRA PRIME LIMITED

36-38A NARIMAN BHAVAN, 227, NARIMAN POINT, MUMBAI, MAHARASHTRA - 400021, INDIA

A99038796

48

10245871

07/09/2010

50,000,000.00

BANK OF INDIA

THEAGARAYANAGAR BRANCH, 38 THEAGARAYA ROAD, POST BOX 1409, CHENNAI, TAMIL NADU - 600017, INDIA

A97291769

49

10242374

07/09/2010

585,000.00

HDFC BANK LIMITED

HDFC BANK HOUSESENAPATI BAPAT MARG, LOWER PAREL W, MUMBAI, MAHARASHTRA - 400013, INDIA

A95594883

50

10243535

30/08/2010

890,560.00

KOTAK MAHINDRA PRIME LIMITED

36-38A NARIMAN BHAVAN, 227, NARIMAN POINT, MUMBAI, MAHARASHTRA - 400021, INDIA

A95845095

 

* Date of charge modification

 

 

UNSECURED LOANS

 

UNSECURED LOANS

31.03.2013

(Rs. In Millions)

31.03.2012

(Rs. In Millions)

SHORT TERM BORROWINGS

 

 

Loans repayable on demand

From others

57.183

0.000

 

 

 

Total

 

57.183

0.000

 

 

COMPANY OVERVIEW

 

Subject is an engineering company primarily engaged in designing, engineering, manufacturing, supply, installation and erection of material handling systems, power plants including balance of plant packages in power sector.

 

 

AMALGAMATION DURING THE CURRENT YEAR

 

a) Background and nature of business

 

A Scheme of Amalgamation of TECPRO TREMA LIMITED (“Trema”) and AMBIKA PROJECTS (INDIA) PRIVATE LIMITED (“Ambika”), the Transferor Companies with TECPRO SYSTEMS LIMITED (“Tecpro”), the Transferee Company under sections 391 to 394 of the Companies Act, 1956 (“the Scheme”) was approved by the shareholders of the respective companies and sanctioned by the Honorable High Court of Delhi (vide its Order dated 4 February 2013) and Madras (vide its Orders dated 28 February 2013).

 

Trema was engaged in the business of air and environment pollution control systems and related plants and systems and allied activities. Ambika was engaged in the business of providing water and waste water treatment plants for the industrial and municipal segments.

 

b) Salient features of the Scheme

 

The Scheme became effective on 25 March 2013 (“Effective Date”) on filing of the certified copies of the Orders with the Registrar of’ Companies the Appointed Date from which the Scheme became operative was 1 April 2011 (the “Appointed Date”).

 

Consequent to the Scheme becoming effective from the Appointed Date, the entire business and undertakings of the Transferor Companies, including all assets, debts, liabilities, duties and obligations have, without further act, instrument or deed, but subject to the charges affecting the same as on the Effective Date, been transferred and vested in the Company. On the Scheme becoming effective, all staff, workmen and employees of the Transferor companies in service on the Effective Date were deemed to have become staff, workmen and employees of the Company.

 

During the period from the Appointed Date to the Effective Date, the transferor companies were deemed to have carried on their respective businesses and activities for and on account of and in trust for the Company. Accordingly, the revenue from operations of Rs. 182,546,822 and 37,089,810 for the years ended 31 March 2013 and 31 March 2012 respectively, and loss before tax of Rs. 16,066,776 and Rs. 31,379,153 for the years ended 31 March 2013 and 31 March 2012 respectively of the Transferor Companies are included in the financial statements of the Company.

 

In terms of the Scheme, the authorised share capital of the Company increased to Rs. 1311.500 Millions divided into 13,11,50,000 (Thirteen crore eleven lakhs fifty thousand only ) equity shares of Rs. 10/- (Rupees Ten) each.

 

c) Consideration

 

Since both the Transferor Companies were wholly owned subsidiaries of the Transferee Company no new shares were allotted on account of amalgamation to the shareholders of Transferor Companies.

 

d) Accounting treatment

 

(i) The Company has accounted for the merger in its books as per the pooling of interest method of accounting prescribed under the Accounting Standard 14 - “Accounting for Amalgamation”.

 

(ii) All the assets and liabilities recorded in the books of the Transferor Companies have been recorded by the Company at their respective book values as per details given below:

 

Particulars

Ambika Projects (India) Private Limited

Tecpro Trema Limited

Assets

 

 

Tangible Assets

5.799

2.493

Intangible Assets

0.000

19.727

Fixed Assets

5.799

22.220

 

 

 

Non current investments

0.000

0.005

Long term loans and advances

0.706

0.673

Other non current assets

0.015

0.000

Inventories

9.832

0.000

Trade receivables

126.287

10.566

Cash and cash equivalents

0.287

1.197

Short term loans and advances

23.960

0.375

Total Assets

166.886

35.036

 

 

 

Liabilities

 

 

Deferred tax liabilities

0.000

1.016

Long term provisions

0.000

0.209

Long term borrowings (secured)

7.475

0.000

Long term borrowings (unsecured)

1.998

0.000

Short term borrowings

29.216

0.000

Share application pending allotment

7.152

0.000

Trade payables

88.268

25.455

Short term provisions

7.768

0.609

Total Liabilities

141.877

27.289

 

(iii) The identity of the reserves of the Transferor Companies as on the Appointed Date, if any, were preserved and they appeared in the financial statements of the Company in the same form and manner, in which they appeared in the Financial Statements of the Transferor Companies.

 

(iv) The surplus arising between the aggregate values of assets of the Transferor Companies acquired, net off the aggregate of the liabilities of the Transferor Companies acquired together with the share capital issued, and reserves of the Transferor Companies recorded by the Company (i.e. the difference between the amount recorded as share capital issued and the amount of share capital of the Transferor Companies), were adjusted to the General Reserve Account of the Company.

 

(v) Computation of amount adjusted in General Reserve pursuant to scheme of Amalgamation:

 

Particulars

Ambika Projects (India) Private Limited

Tecpro Trema Limited

Total

Share capital

15.000

1.500

16.500

General reserve

0.000

0.750

0.750

Total

15.000

2.250

17.250

Investment in books of Tecpro Systems Limited

63.055

12.018

75.073

Adjustment in General Reserve

48.055

9.768

57.823

 

 

BUSINESS OPERATIONS AND FINANCIAL PERFORMANCE

 

During the year, the growth of the Infrastructure Sector particularly the power sector remained slow. The power sector continued to be plagued with issues of resource shortage, poor State Electricity Board finances and land allocation and environmental clearances leading to non-finalization of new orders. Thus lesser number of power projects were commissioned during the year leading to subdued order inflows for EPC companies.

 

In such challenging times, the Company continued to strive for orders on the back of its leadership position and strong track record in the material handling space. In the financial year 2012-13, the company improved its order inflow by 19% to Rs. 25500.000 Millions compared to Rs. 21500.000 Millions in the previous year. Most of the orders continued to be repeat orders which is testament to the trust their clients put in them. Further, diversification of the business in International market has been a significant step for the Company as a major boost came from export markets wherein the Company secured orders to the tune of Rs. 5000.000 Millions. The Company continues to look to diversify its offerings in Material Handling, Ash Handling, BoP, Waste Heat Recovery and Solar Power Projects.

 

However, as power remains the cornerstone of the country’s growth, the government has initiated several reforms during the year, which would change the pace of progress for the power sector going forward and revive the investment cycle. The macroeconomic indicators have also started looking up and they see a positive year ahead.

 

On the financial front, the Company achieved a turnover of Rs. 26104.500 Millions in the financial year 2012-13 as compared to Rs. 25296.600 Millions in the financial year 2011-12 and the profit after tax for financial year 2012-13 is Rs. 288.600 Millions in comparison to Rs.1249.300 Millions during the financial year 2011-12. The profitability of the Company has been impacted due to various factors including exceptionally high finance cost.

 

 

MERGER OF TWO SUBSIDIARIES WITH THE COMPANY

 

During the period, two wholly owned subsidiaries of the Company viz. Ambika Projects (India) Private Limited (APIPL) and Tecpro Trema Limited (TTL) were merged with the Company with effect from 25 March, 2013. The appointed date for the merger was 1 April, 2011. This merger has resulted in greater synergies between the businesses of APIPL, TTL and the Company by effectively pooling the technical and marketing skills of all the three companies as an integrated entity and also enabled effective management and unified control of operations and optimal utilization of resources built by them. The merger has also enabled better utilization of manpower and also helped in reduction of administrative and other common costs.

 

 

MANAGEMENT DISCUSSION AND ANALYSIS

 

ECONOMY OVERVIEW

 

Improvement in macro indicators towards the end of the last fiscal implies the Indian economy is well-poised for a recovery in the current year. Several positives were observed during the year including easing of price inflation, exports acceleration and falling crude oil prices. Although Gross Domestic Product (GDP) growth dipped during the period, it is expected to bottomed out and move up from here as economic reforms and initiatives take shape. International Monetary Fund (IMF) expects the country’s GDP to improve to 5.7% in calendar year 2013 itself and further to 6.2% a year after.

 

Inflation back in the comfort zone

 

The year 2012-13 saw significant easing of inflationary pressures, giving enough headroom for policy rate cuts to accelerate investment and stimulate economic growth. The Reserve Bank of India has cut policy rates 4 times since the beginning of the easing cycle in April 2012 cumulatively, the repo rate has been reduced by 1.25% since April 2012. The current fiscal started with positive news flow as headline inflation fell to 4.9% in April’13, within the RBI’s comfort zone of 4-5% for the first time in almost three-and-a-half years. Significant softening has been seen across commodity groups including food, manufacturing items and service sector. These trends are expected to receive a further boost from declining global commodity prices. Overall, inflation concerns in the economy have receded substantially. With a return of price stability, likelihood of interest rate cuts and the mid-quarter review of monetary policy, investment cycle is likely to improve.

 

Index of Industrial Production (IIP) firms up

 

The downturn in the level of industrial activity has also stabilized. IIP for March 2013 expanded at 2.5% on Year on Year basis. Thus implied industrial output expanded for the third consecutive month in fourth quarter of FY13 as against third quarter of FY13, when two out of three months experienced contractions. Improvement is being seen across segments such as manufacturing, mining and electricity. As they move into FY14, gradual monetary easing and slower pace of fiscal consolidation is expected to support growth and, if monsoons are normal, better agri-prospects will also aid industrial output.

 

Supported by government reforms to improve investment

 

India needs a strong uptick in investments to return to the high growth cycle. The Government has accordingly announced a series of reforms across sectors: faster clearances for infrastructure projects under Cabinet Committee on Investments; liberalization of FDI across various sectors; guidelines for granting banking licenses to the private sector; reduction in withholding tax on overseas borrowings by domestic companies, etc. As these positives and reforms pan out, a gradual recovery is on the cards in FY14.

 

 

SECTOR OVERVIEW

 

Infrastructure tops government agenda

 

Infrastructure remains at the forefront of the country’s economic development. The Government has envisaged $1trillion of infrastructure spending in the 12th Five year Plan (2012-2017), half of which is expected to come from the private sector. To achieve this, the Government is pushing for incentives and reforms to attract more investment, both from domestic investors and foreign investors. In the Union Budget 2013, the Finance Minister announced that the Government will be encouraging Infrastructure Debt Funds (IDFs) to raise resources and provide long-term low-cost debt for infrastructure projects through take-out finance and credit enhancement. Four IDFs have already been registered with SEBI, of which two were launched in February 2013. The Finance Minister also announced that India Infrastructure Finance Corporation Limited will, in partnership with the Asian Development Bank, offer credit enhancement to infrastructure companies wishing to tap the bond market for long term funds. The Budget includes provision for offering tax-free bonds to raise Rs. 500 bn for financing infrastructure projects. The Government is proposing modifications in the investment norms for pension and provident funds to channelize their large cash inflows into the infrastructure sector.

 

As the Government continues to provide the much needed boost to the infrastructure sector with reforms and initiatives, the investment cycle is expected to pick up, leading to faster implementation of projects across sectors like power and roads. This could also revive demand from related core sectors like steel and cement.

 

Powered by reforms

 

To address the issues grappling the power sector – fuel shortage (coal and gas), poor financial health of State Electricity Boards (SEBs), land acquisition problems, delay in environmental and forest clearances – the Government has stepped up its efforts with a host of policy initiatives.

 

To tackle the issue of coal shortage, it is proposing to change the National Coal Distribution Policy (NCDP). Coal India Limited (CIL) will supply 65-80%, in line with the current fuel supply agreement (FSA conditions). At present, the current NCDP mandates CIL to meet full requirements. This move is likely to allow the generation companies (GENCOS) to meet the shortfall in CIL supplies through imports and pass on the additional cost burden to buyers under the ‘change in law’ provision.

 

The Government has approved the package for restructuring of debt of state electricity distribution companies (DISCOMs). Fifty percent of DISCOMs’ short-term debt as on 31 March, 2012 will be taken over by the respective

State Government. The remaining 50% will be restructured with a 3-year principal moratorium. The restructuring of DISCOM loans entails increase in power tariff which would lead to decline in their annual losses. So far 18 states, consuming about 92% of power, have effected tariff hikes of 3%-37% in FY13. The increase in tariff would help attract private sector investment in power distribution companies.

 

To address gas supply concerns, the Rangarajan Committee has recommended doubling of domestic gas prices from US$4.2/mBtu to ~US$8.0/mBtu. A move that will incentivise upstream investments in exploration and production given the backdrop of dwindling gas output from the Krishna Godavari Basin.

 

The formation of the Cabinet Committee on Investments (CCI) is also a move to expedite the clearance process for infrastructure projects. This has already started bearing results, as the Government recently cleared the Rs. 120 bn worth North Karanpura Power Project of NTPC that was stranded for more than a decade. CCI is currently working on implementation of 26 power projects involving cumulative investment of Rs. 1,000 bn.

 

Improving finances of SEBs and thereby of power GENCOS and faster execution of projects bodes well for growth of EPC and Balance of Plant (BoP) service providers in the country. This, coupled with moderating inflation and lower interest rates, will help revive the capital expenditure cycle and improve the pace of order inflows.

 

Demand growth to fuel cement industry

 

The cement sector, which witnessed 5% growth in FY13, is set for a recovery driven by strong growth in rural housing and pick-up of investments in roads and railways. Housing constitutes two-thirds of Indian cement demand, with rural housing accounting for 40% of total demand. Demand from rural housing is being driven by Government-supported schemes like Indira Awas Yojna and rising rural income. Construction activity in the road sector is also expected to recover with the NHAI taking several steps to revive stuck projects like delinking environmental and forest clearance, floating new tenders on EPC mode rather than BOT and easing financing norms for the sector. Railways’ capex is also growing, supported by dedicated freight corridor awards.

 

The sector is expected to see strong volume growth as a result of increase in demand from construction and infrastructure projects ahead of the national elections to be held next year. Interest rate cuts will also be a positive for the sector which could revive home sales and construction.

 

The Government has announced a slew of measures in the Union Budget 2013-14 to provide a fillip to infrastructure and housing demand such as additional interest deduction of up to Rs. 0.100 Million on housing loans, enhancement in provisions under Rural Housing Fund and improving funding of infrastructure projects. These measures announced in the Budget augur well for long term demand outlook for the cement industry.

 

Steel industry’s outlook improves

 

The Indian steel industry is expected to witness improved performance in CY13-14 after a dismal 2012. World Steel Association (WSA) expects steel demand in India to sharply improve from a tepid 2.5% in 2012 to 5.9% in 2013 and then to 7.0% in 2014. This would be primarily driven by government’s commitment to infrastructure spending, monetary easing measures and favorable FDI policy. The Indian Government’s support to infrastructure development in both rural and urban India has been creating a significant demand for steel. In addition, a revival in the prospects of automobile and real estate companies should be positive short-to-medium triggers to watch out for.

 

In the last year’s budget, the Government had lowered basic customs duty on plant and machinery for setting up of iron ore pellet plants or iron ore beneficiation plants from 7.5% to 2.5% to discourage exports of raw ore. Though there were no direct incentives this year, the budget’s focus on increasing demand for core sectors would augur well for the domestic steel industry. The budget attempts to boost demand for core sectors such as steel, cement and construction by providing an investment allowance on capital expenditure and additional interest deduction to first time homeowners. The 15% investment allowance to manufacturing companies investing in excess of Rs.1000.000 Millions over the next two years may potentially enhance the viability of investments by improving the internal rate of return for such projects. The proposal to allow first time homeowners, availing home loan of less than Rs. 2.500 Millions, an incremental deduction for Rs. 100,000 of interest has an impact of reducing effective interest rate by 75bps to 100bps on the home loan.

 

 

CORPORATE OVERVIEW

 

Tecpro started as a material handling company in 2001 and has become a prominent player in bulk material handling, ash handling and EPC/BoP for power plants. The Company designs, engineers, manufactures, sells, commissions and services a range of material handling and ash handling systems and equipment for the core infrastructure and related sectors like power, steel, cement and other industries. Over the years, the Company has ventured into various complementary businesses across different divisions of the power sector with a vision to build an integrated business serving the sector - waste heat recovery systems, water systems, solar EPC systems and pollution control equipment. The outstanding order book position of the Company as on 31 March, 2013 was about Rs. 4,2000.000 Millions and, after that, it has further bagged orders worth about Rs. 2500.000 Millions. The Company received orders worth Rs. 25520.000 Millions during the financial year 2012-13, mostly from the material handling and ash handling segments.

 

 

REVIEW OF BUSINESS OPERATIONS

 

FY13 continued to be a challenging year for the power sector. Tecpro derives majority of its revenue from power segment and was thus affected by issues afflicting the sector which saw slower execution of power projects and thus lower orders being tendered. Issues of coal linkages, land acquisition and fund constraints resulted in nonfinalization of new projects. In such challenging times, Tecpro has continued to leverage its leadership position and strong execution track record in the material and coal handling space, having successfully secured orders worth Rs. 25520.000 Millions in FY13. This includes Rs. 1980.000 Millions BoP order from the Rajasthan Rajya Vidyut Utpadan Nigam Limited. The order backlog as on 31 March, 2013 stood at Rs. 42000.000 Millions which provides good revenue visibility for the next couple of years.

 

This has been a landmark year for Tecpro, where it extended its offerings to international markets. The Company has won 3 international orders this year, including Rs. 2090.000 Millions order for coal handling system from Bukit Asam in Indonesia and Rs. 1800.000 Millions order for coal, limestone and ash handling system from Hyundai Rotem Company, Korea {through its subsidiary viz. Tecpro Systems (Singapore) Pte. Limited}. The third international order is for Rs. 957.000 Millions coal handling order from SK Engineering and Construction, South Korea for Paco Power Plant in Panama, increasing Tecpro’s global presence across diversified geographies like Vietnam, Indonesia and Central America.

 

Over the years, Tecpro has diversified across sectors (power, steel, cement) and segments (coal, ash, waste heat recovery (WHR), water, solar) which will help the Company in hedging sector-specific risks. For WHR segment, after tapping cement sector (orders from UltraTech, Grasim, Dalmia, etc.), Tecpro is eyeing the steel sector and has already received its first WHR order in Steel Sector from Steel Authority of India Limited worth Rs. 230.000 Millions.

 

In May 2013, Tecpro entered into an exclusive 5-year license agreement with Mitsubishi Heavy Industries Mechatronics Systems Limited of Japan for manufacturing and marketing of Electrostatic Precipitator (ESP) in the Indian market. This would further increase the Company’s portfolio of services for India’s core sectors, through technology tie-ups with global leaders. In view of stringent pollution control norms, there will be a strong demand for ESPs in India as there is an increased focus on environmental conservation. This is the next important milestone in their strategy to diversify their offerings within the overall gamut of serving the needs of India’s core sector. The market for air pollution control equipment is in growing stage and is anticipated to grow at a CAGR of 14.2% from 2012 to 2017.

 

Tecpro has developed strong in-house expertise to manufacture equipments used for coal handling and ash handling plants with four manufacturing facilities. Moreover, the highly experienced design team spread across the country helps in providing better, economical and timely services to their clients which in turn results in improved efficiency for the Company. The market leadership of the Company is bolstered by technical tie-ups with global companies which are leaders in material and ash handling solutions. This helps in reducing R&D costs and time to market new technologies. Last year, the Company tied up with Nanjing Triumph Kaineng Environment and Energy Co. Limited of China for Turbine and Generator components for WHR projects and with Advanced Conveyor Technologies Inc. USA for design and engineering of overland conveyor systems. Such partnerships have helped in creating entry barriers through enhanced service offerings.

 

During the year, the Company has received several prestigious orders, a few of which are mentioned below:

 

Order from Kanti Bijlee Utpadan Nigam Limited, a subsidiary of NTPC, worth Rs. 2673.000 Millions, for the supply of coal handling plant package for Muzaffarpur Thermal Power Project, Stage II.

 

Order from Bukit Asam of Indonesia worth Rs. 2090.000 Millions for coal handling facility and overland conveyors at Tanjung Enim, Sumatra, Indonesia.

 

BoP order worth Rs. 1980.000 Millions from the Rajasthan Rajya Vidyut Utpadan Nigam Limited for 1X160 MW gas based combined cycle power project Stage-IV in Jaisalmer, Rajasthan.

 

Order from Hyundai Rotem Company, Korea worth Rs. 1799.000 Millions for supply of coal, limestone and ash handling system for 2X500 MW Mong Doung 1 Thermal Power Plant Project through its Singapore based subsidiary.

 

Order from Meja Urja Nigam Private Limited worth Rs. 1620.000 Millions for 2X660 MW Ash handling system package.

 

Order from Abhijeet Projects Limited worth Rs. 1550.000 Millions for supply of coal handling plant package for Phase-I of 2X660 MW Super Critical Thermal Power Project in Banka district of Bihar.

 

Order from Damodar Valley Corporation worth Rs. 1466.000 Millions for (1X500 MW) coal handling plant package for Bokaro Thermal Power Station ‘A’.

 

Order from NTPC Limited worth Rs. 1419.000 Millions for the supply of Ash handling system and Ash water recirculation package for 2X660 MW Sholapur Super Thermal Power Project.

 

The Company has stepped up efforts for improving the cash conversion cycle through the timely execution of current projects and better negotiation of payment terms with clients. Out of the total order book, about Rs. 10000.000 Millions are LC backed, including export orders which are 100% LC backed. Moreover, the macro environment is set to improve as Government has announced various power sector reforms including SEBs restructuring package, increase in tariffs, reforms to address issues of coal shortage, etc. As these start panning out, there would be decline in losses for SEBs and improvement in payment cycles.

 

Established leadership position, diversifying business mix and increasing technical abilities will ensure continued strong growth and healthy margins for the Company. Tecpro believes that it is well-positioned to thrive as macro and sector environment turns positive.

 

 

FINANCIAL REVIEW

 

During the year, Tecpro recorded revenue of Rs. 26105.000 Millions, a 3.2% growth over the last year. EBITDA stood at Rs. 3555.000 Millions. On the strength of its execution track record and ability to successfully market its services to existing and new clients, Tecpro has been able to show positive growth even during the challenging times. In terms of segments, material handling contributed 63.2% to revenues in FY13, followed by Balance of Plant 27.6% and ash handling 9.2%.

 

 

OUTLOOK

 

The Indian economy is expected to recover gradually in 2013-14. On the policy front, Government has taken several measures to kickstart the investment cycle from financial restructuring of SEBs to fuel price hikes to setting up a Cabinet Committee on Investment for fast-tracking mega projects. As the reforms announced by the Government take effect, there will be revival in the industrial cycle followed with traction in greenfield and mega projects.

 

In order to address the persistent power deficit in the country, the Government plans to add 76 GW of power capacity, implying a BoP opportunity worth ~Rs. 1.4 trillion. As the sector issues get addressed, increased commissioning of power projects would see orders picking up.

 

They believe Tecpro is now at the forefront to avail of these opportunities. The Company would continue to consolidate its leadership position in the material and ash handling space as well as look at diverse sources of revenue in the EPC space. The JV with Mitsubishi for ESP is an important milestone in the Company’s diversification strategy. Air pollution has today become an issue of global magnitude and Tecpro is committed to contribute in tackling the issue by manufacturing and supply of the quality air pollution control equipment. In the new financial year, the Company has bagged a significant solar EPC project through its wholly owned subsidiary, Eversun Energy Private Limited. The EPC order is for 5 MW Solar Photovoltaic (SPV) power plant of NTPC at Faridabad, Haryana. The project will showcase the Company’s project management capabilities in the grid scale power plants.

 

Going forward, Tecpro is committed to sustain its financial performance and strengthen its position in the businesses it operates in.

 

 

STATEMENT OF UNAUDITED STANDALONE FINANCIAL RESULTS FOR THE QUARTER AND NINE MONTHS ENDED 31ST DECEMBER 2013

 

(RS IN MILLIONS)

 

Particulars

Quarter Ended

Nine Months Ended

 

31.12.2013

(Unaudited)

30.09.2013

(Unaudited)

31.12.2013

(Unaudited)

Income from Operations

 

 

 

Net Sales/Income from Operations

1468.014

2301.815

6835.570

Other Operating Income

403.351

44.786

468.813

Total Income from operations (net)

1871.365

2346.601

7304.383

 

 

 

 

Expenses

 

 

 

(a) Cost of Material consumed 

779.183

1117.027

3577.557

(b) Purchase of stock in trade

141.157

17.119

432.713

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

65.918

(43.259)

(263.177)

(d) Fabrication and other site related expense

433.048

870.461

1655.876

(e) Employee benefit expenses

232.536

265.450

783.643

(f) Depreciation and amortization expenses

49.751

50.971

149.220

(g) Other Expenses

284.831

296.443

943.655

Total Expenses

1986.424

2574.212

7279.487

Profit from Operations before Other Income, Finance costs and Exceptional item

(115.059)

(227.611)

24.896

Other Income

3.220

4.411

12.041

Profit/ Loss from Ordinary Activities before Finance costs and Exceptional item

(111.839)

(223.200)

36.937

Finance costs

1167.043

1247.589

3387.216

Profit/ Loss from Ordinary Activities after Finance costs but Exceptional item

(1278.882)

(1470.789)

(3350.279)

Exceptional item

--

--

--

Profit/ Loss from Ordinary Activities before tax

(1278.882)

(1470.789)

(3350.279)

Tax Expenses

--

--

--

Net Profit/ Loss from Ordinary Activities after tax

(1278.882)

(1470.789)

(3350.279)

Extraordinary Items

--

--

--

Net Profit for the period

(1278.882)

(1470.789)

(3350.279)

Paid- up Equity Share Capital (Face value of the share – Rs. 10)

504.738

504.738

504.738

Reserves excluding Revaluation Reserves

 

 

 

Earnings per share [EPS] before / after extraordinary items

 

 

 

-          Basic

(25.34)

(29.14)

(66.38)

-          Diluted

(25.34)

(29.14)

(66.38)

 

 

 

 

PARTICULARS OF SHAREHOLDING

 

 

 

1. Public shareholding

 

 

 

Number of Shares

23872451

23872451

23872451

Percentage of Shareholding

47.30%

47.30%

47.30%

2. Promoters and promoter group shareholding

 

 

 

a) Pledged/Encumbered

 

 

 

- Number of Shares

15490171

15490171

15490171

- Percentage of Shares (as a % of the Total Shareholding of promoter and promoter group)

58.23%

58.23%

58.23%

- Percentage of Shares (as a % of the Total Share Capital of the Company)

30.69%

30.69%

30.69%

 

 

 

 

Non - encumbered

 

 

 

- Number of Shares

11111169

11111169

11111169

- Percentage of Shares

(as a % of the total shareholding of promoter

and promoter group)

41.77%

41.77%

41.77%

- Percentage of Shares

(as a % of the total share capital of the

company)

22.01%

22.01%

22.01%

 

 

 

Particulars

Quarter Ended 31.12.2013

B

Investor complaints (Nos.)

 

 

Pending at the beginning of the quarter

--

 

Received during the quarter

--

 

Disposed of during the quarter

--

 

Remaining unresolved at the end of the quarter

--

 

 

SEGMENT – WISE REVENUE, RESULTS AND CAPITAL EMPLOYED

 

(RS IN MILLIONS)

 

Particulars

Quarter Ended

Nine Months Ended

 

31.12.2013

(Unaudited)

30.09.2013

(Unaudited)

31.12.2013

(Unaudited)

1. Segment Revenue

 

 

 

a. Material Handling

1871.365

2346.601

7304.383

b. Setting up of complete power plant on Engineering, Procurement and Construction (EPC) basis 

--

--

--

Total

1871.365

2346.601

7304.383

Less: Inter – segment revenue

--

--

--

Total income from operations (net)

1871.365

2346.601

7304.383

 

 

 

 

2. Segment Results

 

 

 

Profit/ (loss) before tax and interest

 

 

 

a. Material Handling

(140.367)

(334.663)

(193.253)

b. Setting up of complete power plant on Engineering, Procurement and Construction (EPC) basis 

--

--

--

Total

(140.367)

(334.663)

(193.253)

Less: Interest expense

1088.892

1120.903

3074.135

Other un-allocable expenditure net off

52.771

19.474

94.446

Unallocable income

(3.149)

(4.252)

(11.555)

Total Profit Before Tax

(1278.881)

(1470.788)

(3350.279)

 

 

 

 

3. Capital Employed

 

 

 

(Segment Assets – Segment Liabilities)

 

 

 

a. Material Handling

36476.663

33394.483

36476.663

b. Setting up of complete power plant on Engineering, Procurement and Construction (EPC) basis 

(1.791)

(1.791)

(1.791)

c. Unallocated

(32054.051)

(27755.314)

(32054.051)

Total

4420.820

5637.378

4420.820

 

 

NOTES:

 

1)       The above financial results were reviewed by the Audit Committee and then approved by the Board of Directors at their meeting held on February 13, 2014.

 

2)       The Statutory Auditors have conducted a limited review of the above results.

 

3)       Cost of services and materials consumed during the quarter and nine months ended December 31, 2013 include Rs.44.302 Millions relating to earlier year.

 

4)       Other Operating income for the quarter ended December 31, 2013 includes interest charged on overdue receivables which is subject to confirmation.

 

5)       In respect of transactions of design and engineering services revenue amounting to Rs. 216.000 Millions in jointly controlled operation recorded in the quarter ended June 30, 2013, the Company had during the quarter and nine months ended December 31, 2013, accounted for its share of expenses on an estimated basis pending finalisation of the results of the said jointly controlled operation.

 

6)       The Company has adopted the principles of Accounting Standard 30 – Financial instruments: Recognition and measurement, issued by the Institute of Chartered Accountants of India, with effect from April 1, 2013, in respect of designated contracts meeting necessary criteria as "Cash flow hedges". The gains and losses on effective Cash flow hedges are recognized in Hedge Reserve Account till the underlying forecasted transaction occurs. This is different from the earlier year practice of reckoning all gains and losses on such contracts in the Statement of Profit and Loss. Had the earlier practice been followed, the loss for the nine months ended December 3 1, 2013 would have been higher by Rs. 118.102 Millions including Rs. 51.700 Millions for the quarter ended September 30, 2013 and net of gain of Rs. 14.784 Millions for the quarter ended December 31, 2013.

 

7)       Tecpro Trema Limited and Ambika Projects (India) Private Limited were merged with the Company with effect from March 25, 2013 by orders of the Honourble High courts of Delhi and Madras. The appointed date for the merger is April 1, 2011. Consequently, the figures for the quarter and nine months ended December 31, 2012 do not include the results of operations of the aforesaid two companies for the said periods. The figures for quarter and nine months ended December 31, 2012, given above are therefore not directly comparable.

 

8)       The Company's primary segment is identified as business segment determined predominantly by the nature of products and services and secondary segment is identified based on the geographical location of the customers as per Accounting Standard 17.

 

9)       Segment revenue includes revenue from operations directly identifiable to the segment. Segment results and capital employed includes amounts directly identifiable to each of the segments and which can be allocated on a reasonable basis. Unallocable income includes interest income and other income that are not identifiable to the segments. Unallocable expenditure includes corporate expenditure which is not identifiable to any of the segments. Unallocated capital employed includes assets and liabilities which are not specifically allocable to individual segments.

 

10)   Previous year figures have been re-grouped/reclassified/ amended wherever necessary.

 

 

CONTINGENT LIABILITIES:

 

Particulars

31.03.2013

(Rs. In Millions)

31.03.2012

(Rs. In Millions)

(i) Claims against the company not acknowledged as debt : Sales tax matters

242.845

81.603

(ii) Claims against the company not acknowledged as debt : Entry tax matters

48.557

20.408

(iii) Claims against the company not acknowledged as debt : Central excise matters

1.050

0.000

(iv) Claims against the company not acknowledged as debt : Service tax matters

6.537

6.537

(v) Demand for additional price/ enhancement cost in respect of factory plots situated in Bawal *

9.885

9.208

(vi) Sales tax liability against which forms to be collected

3227.604

2102.176

 

 

 

Total

 

3536.478

2219.932

 

NOTES:

* The factory plots belonging to the Company, situated at Bawal were allotted by the Haryana State Industrial and

Infrastructure Development Corporation Limited (HSIIDCL) in favour of the Company through Regular Letters of Allotment (RLA) dated 23 January 2004 and 9 July 2004.

 

The Company had received notices dated 4 December 2007 and 29 December 2007 from HSIIDCL for additional price/ enhancement cost amounting to Rs. 9.885 Millions {including interest} (previous year Rs. 9.208 Millions {including interest}), in respect of factory plots situated in Bawal. The Company filed a writ petition in the Punjab and Haryana High Court on 8 January 2008 and obtained a stay order on 9 January 2008. This matter is under adjudication. Pursuant to above, Rs. 9.885 Millions (previous year Rs. 9.208 Millions) have been disclosed as ‘Contingent liability’ in the notes to the accounts.

 


FIXED ASSETS:

 

Tangible assets

·         Freehold land

Buildings

Leasehold improvement

Plant and machinery

Office equipment

Furniture and fittings

Vehicles

Computers

 

Intangible assets

·         Computers software

Technical know-how

Goodwill

 

 

PRESS RELEASE

 

BANKS CONSIDER TECPRO SYSTEMS’ RS. 50000.000 MILLIONS LOAN RECAST PROPOSAL

 

APR 28 2014

 

Banks also admit another Rs. 4000.000 Millions loan recast request of Hythro Power, a group company of Tecpro

 

Mumbai: A clutch of lenders led by State Bank of India (SBI) has admitted a Rs.50000.000 Millions loan restructuring proposal of Delhi-based Tecpro Systems Limited, making it the latest infrastructure company to knock the doors of banks seeking relaxed repayment terms.

 

Tecpro, an engineering, procurement and construction (EPC) firm, is facing financial difficulty due to delays in cash receivables.

 

Banks admitted its proposal under the corporate debt restructuring (CDR) programme in a meeting on 21 April, and sought a revival plan from the company, said two bankers familiar with the proposal, both declining to be named as they are not authorized to talk to the media on this matter.

 

An email sent to Tecpro on Monday didn’t elicit any response.

 

“We have sought a plan from the company on the proposal. Based on this, banks will decide whether the proposal is workable or not,” said one of the bankers quoted above.

 

SBI has an exposure of about Rs.11000.000 Millions to Tecpro.

 

Other lenders to the company are Bank of India, IDBI Bank Limited, Axis Bank Limited and ICICI Bank Limited.

 

“This is just another case of EPC companies facing cash flow issues due to a delay in receivables,” said the second banker involved in the recast process.

 

Launched in 2001, the CDR mechanism offers an elongated loan repayment period for a troubled company, a reduced lending rate and a moratorium to facilitate an easy repayment. In some cases, banks also take a cut on such loans.

 

A restructuring proposal is admitted when there is a broad consensus among the lending banks.

 

Post this, the banks seek a detailed revival plan from the firm to approve or reject its proposal, depending on how viable the plan seems.

 

A CDR is approved if at least 75% of the creditors by value of the loan and 60% by number back the proposal.

 

Besides Tecpro, banks have admitted another Rs.4000.000 Millions loan recast request of Hythro Power Corp. Limited, a group company of Tecpro, bankers said.

 

This case, too, is under the consideration of bankers.

 

Tecpro initiated the CDR process on 29 March, according to a notification to the stock exchanges.

 

From its peak of Rs.412.84 a share on 1 November, 2010, Tecpro has lost about 96% while the Sensex has gained 11.18%. On Monday, Tecpro rose 0.25% to Rs.16.15 while the Sensex fell 0.25% to 22,631.61 points.

 

Tecpro joins a long queue of infrastructure companies facing similar crisis.

 

The Delhi-based company, a sub-contractor to major contractors in the power sector, began facing trouble when various projects it is associated with got delayed, bankers said.

 

In the December quarter, Tecpro made a net loss of Rs.1278.900 Millions, compared with a net profit of Rs.50.700 Millions in the same quarter a year earlier. Net sales plunged to Rs.1468.000 Millions from Rs.5994.700 Millions.

 

Even if the CDR happens, long-term recovery for Tecpro will depend on how soon the projects take off, said Rabindra Nath Nayak, senior analyst tracking the infrastructure sector at SBICap Securities Limited.

 

“When the contractors are not getting paid following delays in projects, the sub-contractors subsequently face issues, resulting in revenue loss. In turn, their debt exposure get stuck,” Nayak said.

 

Banks restructure the loan of a troubled borrower to save the debt from falling into the category of non-performing assets (NPAs).

 

Restructured loans carry higher provisioning burden for banks—5% of the loan value compared with 0.4% for a standard loan. But the provisioning burden is even higher if the loan slips into an NPA—between 20% and 100%, depending on the classification of the bad asset.

 

Till December, banks had Rs.3.3 trillion of loans being restructured under the CDR mechanism, but they also do bilateral restructuring on a case-by-case basis.

 

Though there is no published aggregate number on bilateral deals, bankers estimate this figure is somewhere close to the CDR numbers, taking the total amount of restructured loans to Rs.5-6 trillion.

 

In the absence of a significant economic revival, analysts forecast a good chunk of restructured loans to become NPA, which would add to the provisioning burden of banks.

 

That will be a serious situation because Indian banks were already sitting on Rs.2.43 trillion of gross NPAs till December, which was about 36% up from the year-ago period. Together, the stressed assets constitute about 12% of the total loans given by banks.

 

On 23 April, Mint reported that the asset quality of bank loans to infrastructure developers is deteriorating at a faster pace than that of loans advanced to any other sector. As of 31 March, banks had restructured Rs.502390.000 Millions of loans that they had given to infrastructure firms—21% of all the loans they recast in the last fiscal year under the CDR mechanism.

 

Restructured loans to public works projects swelled to Rs.219120.000 Millions (9.57% of the total) in the previous year from Rs.167740.000 Millions (11.14%) in the year before that.

 











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. 60.22

UK Pound

1

Rs. 102.79

Euro

1

Rs. 81.95

 

 

INFORMATION DETAILS

 

Information Gathered by :

GYT

 

 

Analysis Done by :

SUB

 

 

Report Prepared by :

BVA

 

 

SCORE & RATING EXPLANATIONS

 

SCORE FACTORS

 

RANGE

POINTS

HISTORY

1~10

3

PAID-UP CAPITAL

1~10

2

OPERATING SCALE

1~10

2

FINANCIAL CONDITION

 

 

--BUSINESS SCALE

1~10

3

--PROFITABILIRY

1~10

2

--LIQUIDITY

1~10

1

--LEVERAGE

1~10

1

--RESERVES

1~10

2

--CREDIT LINES

1~10

1

--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

DEFAULTERS 

 

 

--RBI

YES/NO

NO

--EPF

YES/NO

NO

TOTAL

 

17

 

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.