MIRA INFORM REPORT

 

 

Report Date :

02.06.2014

 

 

IDENTIFICATION DETAILS

 

Name :

GMM PFAUDLER LIMITED (w.e.f. 01.10.2000)

 

 

Formerly Known As :

GUJARAT MACHINERY MANUFACTURERS LIMITED

 

 

Registered Office :

Vithal Udyognagar, Anand - Sojitra Road, Karamsad- 388325, Gujarat

 

 

Country :

India

 

 

Financials (as on) :

31.03.2013

 

 

Date of Incorporation :

17.11.1962

 

 

Com. Reg. No.:

04-001171

 

 

Capital Investment / Paid-up Capital :

Rs. 29.230 Millions

 

 

CIN No.:

[Company Identification No.]

L29199GJ1962PLC001171

 

 

Legal Form :

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

 

 

Line of Business :

Manufacturer of Corrosion Resistant Glass-Lined Equipment and Flouro-Polymer Products and Other Chemical Process Equipment such as Agitated Nutsche Filters, Filter Driers, Wiped Film Evaporators and Mixing Systems.

 

 

No. of Employees :

348 (Approximately)

 

 

RATING & COMMENTS

 

MIRA’s Rating :

A (62)

 

RATING

STATUS

PROPOSED CREDIT LINE

56-70

A

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

Fairly Large

 

Status :

Good

 

 

Payment Behaviour :

Regular

 

 

Litigation :

Exist (Matter Converted to CA/1950/2014)

 

 

Comments :

Subject is a subsidiary of PFAUDLER INC. USA. It is a well-established company having fine track record.

 

The rating reflects Pfaudler’s adequate market position supported by leadership in the glass lined equipment (GLE) market and its strong financial risk profile, marked adequate liquidity position and fair profitability of the company.

 

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

 

The company can be considered good for normal business dealings at usual trade terms and conditions.

 

NOTES :

Any query related to this report can be made on e-mail : infodept@mirainform.com while quoting report number, name and date.

 

 

ECGC Country Risk Classification List – March 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

 

US investment bank Goldman Sachs  has upgraded its outlook on Indian markets as it expects positive impact of the election cycle.

 

India’s economy may grow 4.7 % in the current financial year, lower than the official estimate of 4.9 %, Fitch Rating said. The global rating agency expects the economy to pick up in the next two financial years.

 

Global ratings agency Standard & Poor said increasing focus by India Inc on lowering debt is likely to improve their credit profiles.

 

Singapore (1.1 million Indian tourists in 2012), Thailand (one million), the United Arab Emirates ().98 million) and Malaysia ().82 million) emerged as the preferred holidays hotspots for Indians. The total figure is expected to increase to 1.93 million by 2017, according to the latest Eurmonitor international report.

 

There is a $29.34 bn outward foreign direct investment by domestic companies between April and January of 2013/14 which has seen some signs of recovery according to a Care Ratings report.

 

There are 264 number of new companies being set up every day on average during 2014. Most of them are registered in Mumbai. India had 1.38 million registered companies at the end of January, 2014.

 

Twitter like messaging service Weibo Corporation has filed to raise $ 500 million via a US initial public offering. Alibaba, which owns a stake in Weibo is expected to raise about $ 15 billion New York this year in the highest profile Internet IPO since Facebook’s in 2012.

 

Bharti Airtel has raised Rs.2,453.2 crore (350 million Swiss Francs) by selling six-year bonds at a coupon rate of three per cent and maturing in 2020. This is the largest ever bond offering by an Indian company in Swiss Francs. Bharat Petroleum Corporation raised 175 million Swiss Francs by selling five year bonds at 2.98 % coupon rate in February.

 

Indian Oil Corporation plans to invest Rs 7650 crore in setting up a petrochemical complex at its almost complete Paradip refinery in Odhisha in three to four years. The company board is set to consider the setting up of a 700000 tonne per annum polypropylene plant at an estimated cost at Rs.3150 crore.

 

Global chief information officers at gathering in Bangalore in April to meet Indian startups at an event called Tech50 Watchout for Little Eye Labs-Facebook type deals in the making.

 

 

EXTERNAL AGENCY RATING

 

Rating Agency Name

CRISIL

Rating

Long term rating: “AA-”

Rating Explanation

High degree of safety and very low credit risk.

Date

12.09.2013

 

Rating Agency Name

CRISIL

Rating

Short term rating: “A1+”

Rating Explanation

Very strong degree of safety and lowest credit risk.

Date

12.09.2013

 

 

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

 

 

LOCATIONS

 

Registered Office/ Factory :

Vithal Udyognagar, Anand - Sojitra Road, Karamsad- 388325, Gujarat, India

Tel. No. :

91-2692-230516/ 230367/ 230416/ 661700

Fax No. :

91-2692-661888/ 236467

E-Mail :

sales@gmmpfaudler.com

worksko@gmmpfaudler.com

vidhipatel@gmmpfaudler.com

Website :

www.gmmpfaudler.com

 

 

Corporate / Mumbai Sales Office

1001, Peninsula Towers, Peninsula Corporate Park, Ganpatrao Kadam Marg,
Lower Parel, Mumbai – 400013, Maharashtra, India

Tel. No. :

91-22-66503900

Fax No. :

91-22-66503939

E-Mail :

sales@gmmpfaudler.com

 

 

Regional Sales Offices:

New Delhi
210, Pragati Towers, 26, Rajendra Place, New Delhi – 110008, India

Tel: 91-11-25721566

Fax: 91-11-25814913

 
Chennai
"City Center" No. 66, Thirumalai Pillai Road, T. Nagar. Chennai – 600017, Tamilnadu, India

Tel: 91-44-28157906

Fax: 91-44-28158249

 
Ahmedabad
2, B Jadhav Chambers, Ashram Road, Ellis Bridge, Ahmedabad – 380009, Gujarat, India

Tel: 91-79-27546822/ 27546824/ 27546924

Fax: 91-79-27546894

 
Hyderabad
Flat No. 410, 4th Floor, H.No 6-11 and 6-11/A,  Vijay Sai Towers, Main Road, Kukatpally, Hyderabad – 500072, Andhra Pradesh, India

Tel: 91-40-23150222/ 40055058

Fax: 91-40-23150261

 
Bangalore
C/o Srisha Business Centre  No. 1, 3rd Cross, Lalbagh Road, Bangalore -560027, Karnataka, India

Tel: 91-80-22225208

Fax: 91-80-22234339

 
Vadodara
227, Sidhharth Complex, R C Dutt Road, Vadodara – 390005, Gujarat, India

 Tel: 91-265-2354790

Fax: 91-265-2311482

 

 

DIRECTORS

 

As on 31.03.2013

 

Name :

P. Krishnamurthy

Designation :

Chairman

 

 

Name :

Mr. Ashok J. Patel

Designation :

Managing Director

Date of Birth/Age:

68 Years

Qualification :

Degree in Mechanical Engineering and Masters in Business Administration Degree.

 

 

Name :

Mr. Michael C. Reed

Designation :

Director

Date of Appointment :

30.05.2013

 

 

Name :

Mr. Kevin J. Brown

Designation :

Director

 

 

Name :

Dr. S. Sivaram

Designation :

Director

 

 

Name :

Darius C. Shroff

Designation :

Director

 

 

Name :

Tarak A. Patel

Designation :

Executive Director

 

 

KEY EXECUTIVES

 

Name :

Vidhi Patel

Designation :

Chartered Accountant

 

 

Name :

Mr. Ashok C. Pillai

Designation :

Chief Operating Officer

 

 

Name :

Mr. Amar Nath Mohanty

Designation :

Financial Controller

 

 

Name :

Ms. Mittal Mehta

Designation :

Company Secretary

 

 

MAJOR SHAREHOLDERS / SHAREHOLDING PATTERN

 

As on 31.03.2014

 

Category of Shareholder

Total No. of Shares

Total Shareholding as a % of Total No. of Shares

(A) Shareholding of Promoter and Promoter Group

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

 

 

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

1301045

8.90

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

2036480

13.93

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

253125

1.73

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

253125

1.73

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

3590650

24.56

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

 

 

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

7614947

52.09

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

7614947

52.09

Total shareholding of Promoter and Promoter Group (A)

11205597

76.66

(B) Public Shareholding

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

 

 

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

658

0.00

http://www.bseindia.com/include/images/clear.gifInsurance Companies

138300

0.95

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

138958

0.95

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

 

 

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

362863

2.48

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

 

 

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

2301087

15.74

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

523755

3.58

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

85240

0.58

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

23695

0.16

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

61470

0.42

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

75

0.00

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

3272945

22.39

Total Public shareholding (B)

3411903

23.34

Total (A)+(B)

14617500

100.00

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

0

0.00

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

0

0.00

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

0

0.00

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

0

0.00

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

14617500

0.00

 

 

 

 

BUSINESS DETAILS

 

Line of Business :

Manufacturer of Corrosion Resistant Glass-Lined Equipment and Flouro-Polymer Products and Other Chemical Process Equipment such as Agitated Nutsche Filters, Filter Driers, Wiped Film Evaporators and Mixing Systems.

 

 

GENERAL INFORMATION

 

No. of Employees :

348 (Approximately)

 

 

Bankers :

·         State Bank of India

·         Axis Bank Limited

·         Citibank N.A.

 

 

 

Banking Relations :

--

 

 

Statutory Auditors :

 

Name :

Kalyaniwalla and Mistry

Chartered Accountants

Address :

Mumbai, Maharashtra, India

 

 

Internal Auditors :

 

Name :

Deloitte Haskins and Sells

Chartered Accountants

 

 

Solicitors:

Vigil Juris

 

 

Holding Company:

Pfaudler Inc. USA

 

 

Ultimate Holding Company:

·         Robbins and Myers Inc. USA (Upto 20th February 2013)

·         National Oilwell Varco Inc. USA (from 21st February 2013)

 

 

Subsidiary Companies:

·         Karamsad Holdings Limited

·         Karamsad Investments Limited

·         GMM Mavag AG

·         Mavag AG

 

 

Fellow Subsidiaries:

·         Pfaudler Werke GMBH

·         Pfaudler Balfour Limited

·         Edlon PSI Inc.

·         Suzhou Pfaudler Glass Lined Equipment Company Limited

·         Glass Steel Parts and Services

·         Tycon Technoglass

·         Robbins and Myers DE Mexico, SA.DECV

·         Robbins and Myers Inc.(Upto 20th February 2013)

 

 

Other Related Parties:

·         Skyline Millars Limited

·         Ready Mix Concrete Limited

 

 

CAPITAL STRUCTURE

 

As on 31.03.2013

 

Authorised Capital :

No. of Shares

Type

Value

Amount

 

 

 

 

25,000,000

Equity Shares

Rs.2/- each

Rs. 50.000 Millions

 

 

 

 

 

Issued, Subscribed & Paid-up Capital :

No. of Shares

Type

Value

Amount

 

 

 

 

14,617,500

Equity Shares

Rs.2/- each

Rs. 29.230 Millions

 

 

 

 

 

NOTE

 

a) Reconciliation of equity shares outstanding at the beginning and end of the reporting year

 

Equity Shares:

31.03.2013

In Numbers

Rs. in Millions

At the Beginning of the year

14,617,500

29.230

Issued during the year

--

--

Outstanding as at the end of the year

14,617,500

29.230

 

b) Terms/rights attached to equity shares

 

The Company has only one class of equity shares having a par value Rs. 2 per share. Each holder of equity shares is entitled to one vote per share. The dividend proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting.

 

In the event of liquidation of the company, the holders of equity shares will be entitled to receive remaining assets of the Company, after distribution of all preferential amounts. The distribution will be in proportion to the number of equity shares held by the shareholders.

 

c) Details of sharehoders holding more than 5% shares in the company

 

Equity Shares:

31.03.2013

In Numbers

% holding

Pfaudler Inc (Holding Company)

7,454,400

50.99%

Millars Machinery Company Private Limited

1,625,595

11.12%

 


 

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

29.230

29.230

29.230

(b) Reserves & Surplus

1,046.790

996.030

952.510

(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)

1,076.020

1,025.260

981.740

 

 

 

 

(3) Non-Current Liabilities

 

 

 

(a) long-term borrowings

0.000

0.000

0.000

(b) Deferred tax liabilities (Net)

46.500

51.280

36.550

(c) Other long term liabilities

0.190

0.290

0.290

(d) long-term provisions

0.000

0.000

0.000

Total Non-current Liabilities (3)

46.690

51.570

36.840

 

 

 

 

(4) Current Liabilities

 

 

 

(a) Short term borrowings

0.000

0.000

43.710

(b) Trade payables

203.210

213.700

229.800

(c) Other current liabilities

268.770

294.950

271.350

(d) Short-term provisions

15.960

30.340

14.130

Total Current Liabilities (4)

487.940

538.990

558.990

 

 

 

 

TOTAL

1,610.650

1,615.820

1,577.570

 

 

 

 

II.            ASSETS

 

 

 

(1) Non-current assets

 

 

 

(a) Fixed Assets

 

 

 

(i) Tangible assets

389.200

370.330

285.480

(ii) Intangible Assets

23.780

0.950

0.650

(iii) Capital work-in-progress

8.810

28.840

59.960

(iv) Intangible assets under development

0.000

9.570

0.000

(b) Non-current Investments

232.870

245.410

234.870

(c) Deferred tax assets (net)

0.000

0.000

0.000

(d)  Long-term Loan and Advances

42.810

23.930

19.260

(e) Other Non-current assets

0.000

0.000

0.000

Total Non-Current Assets

697.470

679.030

600.220

 

 

 

 

(2) Current assets

 

 

 

(a) Current investments

103.420

50.460

48.380

(b) Inventories

465.490

515.780

628.000

(c) Trade receivables

254.100

269.860

236.570

(d) Cash and cash equivalents

46.010

66.680

6.990

(e) Short-term loans and advances

20.680

22.770

49.840

(f) Other current assets

23.480

11.240

7.570

Total Current Assets

913.180

936.790

977.350

 

 

 

 

TOTAL

1,610.650

1,615.820

1,577.570

 

 

PROFIT & LOSS ACCOUNT

 

 

PARTICULARS

31.03.2013

31.03.2012

31.03.2011

 

SALES

 

 

 

 

 

Income

1,675.010

2,018.130

1,440.210

 

 

Other Income

50.950

28.800

26.150

 

 

TOTAL                                     (A)

1,725.960

2,046.930

1,466.360

 

 

 

 

 

Less

EXPENSES

 

 

 

 

 

Cost of materials consumed

847.150

1,178.320

899.360

 

 

Change in inventories of finished goods and work-in-progress

39.970

45.590

(143.450)

 

 

Employee benefits expense

198.990

193.130

166.040

 

 

Other expenses

444.520

438.980

338.570

 

 

TOTAL                                     (B)

1,530.630

1,856.020

1,260.520

 

 

 

 

 

 

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

195.330

190.910

205.840

 

 

 

 

 

Less

FINANCIAL EXPENSES                                    (D)

7.280

11.650

8.810

 

 

 

 

 

 

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

188.050

179.260

197.030

 

 

 

 

 

Less/ Add

DEPRECIATION/ AMORTISATION                     (F)

55.930

49.100

34.740

 

 

 

 

 

 

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

132.120

130.160

162.290

 

 

 

 

 

Less

TAX                                                                  (H)

 35.460

 38.750

52.110 

 

 

 

 

 

 

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

96.660

91.410

110.180

 

 

 

 

 

 

PREVIOUS YEARS’ BALANCE BROUGHT FORWARD

676.120

641.740

590.480

 

 

 

 

 

 

APPROPRIATIONS

 

 

 

 

 

Interim Dividend

30.700

30.700

40.930

 

 

Final Dividend

10.230

10.230

0.000

 

 

Tax on distributed profits

4.970

6.960

6.960

 

 

Transfer to General Reserve

9.670

9.140

11.020

 

BALANCE CARRIED TO THE B/S

717.210

676.120

641.750

 

 

 

 

 

 

EARNINGS IN FOREIGN CURRENCY

 

 

 

 

 

FOB value exports

102.560

154.380

34.320

 

 

Commission

11.330

8.470

5.940

 

TOTAL EARNINGS

113.890

162.850

40.260

 

 

 

 

 

 

IMPORTS

 

 

 

 

 

Raw material and components

65.680

123.150

55.350

 

 

Stores and spares

5.710

8.550

0.890

 

TOTAL IMPORTS

71.390

131.700

56.240

 

 

 

 

 

 

Earnings / (Loss) Per Share (Rs.)

6.61

6.25

7.54

 

 

QUARTERLY RESULTS

 

PARTICULARS

 

30.06.2013

30.09.2013

31.12.2013

Type

1st Quarter

2nd Quarter

3rd Quarter

Net Sales

751.800

338.800

377.500

Total Expenditure

1753.700

(511.100)

278.200

PBIDT (Excl OI)

1001.900

849.800

99.300

Other Income

10.300

750.700

0.800

Operating Profit

(991.600)

1600.600

100.100

Interest

592.300

1346.200

3.400

Exceptional Items

0.000

0.000

0.000

PBDT

(1584.000)

254.400

96.700

Depreciation

113.800

138.400

141.000

Profit Before Tax

(1697.700)

115.900

(44.400)

Tax

0.000

158.300

13.500

Provisions and contingencies

0.000

0.000

0.000

Profit After Tax

(1697.700)

(42.300)

(57.800)

Extraordinary Items

0.000

0.000

0.000

Prior Period Expenses

0.000

0.000

0.000

Other Adjustments

0.000

0.000

0.000

Net Profit

(1697.700)

(42.300)

(57.800)

 

 

KEY RATIOS

 

PARTICULARS

 

 

31.03.2013

31.03.2012

31.03.2011

PAT / Total Income

(%)

5.60

4.47

7.51

 

 

 

 

 

Net Profit Margin

(PBT/Sales)

(%)

7.89

6.45

11.27

 

 

 

 

 

Return on Total Assets

(PBT/Total Assets}

(%)

9.65

9.77

0.13

 

 

 

 

 

Return on Investment (ROI)

(PBT/Networth)

 

0.12

0.13

0.17

 

 

 

 

 

Debt Equity Ratio

(Total Debt/Networth)

 

0.00

0.00

0.04

 

 

 

 

 

Current Ratio

(Current Asset/Current Liability)

 

1.87

1.74

1.75

 

 

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

29.230

29.230

29.230

Reserves & Surplus

952.510

996.030

1046.790

Net worth

981.740

1,025.260

1,076.020

 

 

 

 

Long-term borrowings

0.000

0.000

0.000

Short term borrowings

43.710

0.000

0.000

Total borrowings

43.710

0.000

0.000

Debt/Equity ratio

0.045

0.000

0.000

 

 

 

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

1,440.210

2,018.130

1,675.010

 

 

40.127

(17.002)

 

 

 

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

1440.210

2018.130

1675.010

Profit

110.180

91.410

96.660

 

7.65%

4.53%

5.77%

 

 

 

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

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

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

 

 

CURRENT MATURITIES OF LONG TERM DEBTS: NOT AVAILABLE

 

 

LITIGATION DETAILS

 

Note: Matter Converted to: CPA/272/2014

 

 

INDEX OF CHARGES

 

S.NO.

CHARGE ID

DATE OF CHARGE CREATION/MODIFICATION

CHARGE AMOUNT SECURED

CHARGE HOLDER

ADDRESS

SERVICE REQUEST NUMBER (SRN)

1

10171518

11/12/2013 *

700,000,000.00

STATE BANK OF INDIA

JAYLAXMI PLAZA, GANESH CROSS, ANAND - 388001, GUJARAT, INDIA

B95182218

 

* Date of charge modification

 

 

BACKGROUND

 

Subject, formerly Gujarat Machinery Manufacturers Limited, (“the Company”) was incorporated in India on November 17, 1962. The Company’s manufacturing unit is located at Karamsad, Gujarat. The Company’s principal activity is the manufacture of corrosion resistant glass-lined equipment used primarily in the chemical, pharmaceutical and allied industries. The Company also manufactures flouro-polymer products and other chemical process equipment such as agitated nutsche filters, filter driers, wiped film evaporators and mixing systems.

 

The Company has entered into an investment and technical know-how agreement with Pfaudler Inc. USA (‘Pfaudler’) a Company incorporated in the United States of America, which owns 50.99 percent of the total issued share capital of the Company. The Company’s ultimate holding Company Robbins and Myers Inc, USA, merged with National Oilwell Varco Inc. (NOV), USA on February 20, 2013. By virtue of this merger NOV has become the ultimate holding Company from February 21, 2013.

 

 

FINANCIAL REVIEW:

 

The business environment during the year remained recessionary leading to slowdown in demand. Revenue from Operations for the year at Rs. 1675.010 Millions declined by 17% over the previous year primarily due to reduced focus on Tailor Made products. While sales of glassline products increased moderately by 3%, sales of non glassline products declined by 43% as compared to previous year. Orders inflow in fourth quarter showed improvement resulting in a healthy unexecuted Rs. 1113.000 Millions including Rs. 698.000 Millions of glasslined products and Rs. 415.000 Millions of non-glasslined products, at the end of this year.

 

In spite of adverse business environment, the Company has been able to maintain its overall performance. Profit before tax for the year at Rs. 132.120 Millions was 2% above Rs. 130.160 Millions in the previous year. Profit after tax also increased by 6% to Rs. 96.660 Millions from Rs. 91.041 Millions in the previous year. Earnings per share increased by 6% to Rs. 6.61 per share as compared to Rs. 6.25 of the previous year.

 

Sales of the Company’s Swiss subsidiary, Mavag AG for the year was at Rs. 469.200 Millions, 19% lower than Rs. 579.910 Millions in the previous year due to continued economic slow down in the European market with pressure on price and volatility in the foreign exchange rates. Profitability also remained low. Profit after tax for the year decreased by 6% to Rs. 3.200 Millions, as compared to Rs. 3.400 Millions in the previous year.

 

 

MERGER OF ROBBINS AND MYERS INC, USA WITH NATIONAL OIL WELL VARCO INC, USA:

 

The Company’s ultimate holding Company Robbins and Myers Inc, USA, merged with National Oilwell Varco Inc. (NOV) USA on February 20, 2013. By virtue of this merger NOV has become the ultimate holding company from February 21, 2013.

 

 

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

 

COMPANY OVERVIEW:

 

Subject was established in the year 1962. The Company has a state of the art manufacturing facility spread over a 20 acre plot of land located at Karamsad in Gujarat State, about 45 km from Vadodara. The Company enjoys the leadership position in design, manufacture and marketing of glass-lined reactor vessels, storage tanks, valves and pipe and fittings. The Company also undertakes design and fabrication of specialized chemical process equipment in Alloy steel. It has created for itself a niche position in the chemical process equipment market for proprietary products manufactured by it such as Agitated Nutsche Filters and Filter Dryers, Wiped Film Evaporators, EconoMix Mixing Systems, Thermal Control Units and PTFE lined pipes and fittings. Its access to the Mavag’s high end technology for top driven Spherical Dryers, Agitated Nutsche Filters and Filter Dryers for sterile applications and Magnetic Drive Agitators has complemented the Company’s position as a complete process solution provider for pharmaceuticals, bio pharmaceuticals, chemicals and allied segments.

 

 

INDUSTRY STRUCTURE AND DEVELOPMENT:

 

The Indian economy has experienced considerable slowdown during the year. GDP growth estimate for the year has been revised downward to 5.3% from above 7%, Industrial output is volatile, escalated interest rates and high inflation levels were an ongoing concern. The fall out has extended to the Indian Pharmaceutical market and Chemical Industry, the industry growth being lower than the previous year. However, with increased government measures and industry’s proactive actions, outlook for the sectors remains positive. GDP Forecast for the year

2013-14 is 6%.

 

While the Chemical industry in India grew as a whole above 10% in 2013 and it is also expected to grow at a CAGR of above 10%.

 

The Pharmaceutical industry grew by about 15% during the year and it is expected to grow at a CAGR of 17% till 2016. Heightened competition and a greater presence of branded generics are putting greater pricing pressures on the industry. The low priced segment of the market has almost doubled its share over the last four years. The continued focus on India as a base for bulk drugs, both of a generic nature and increasingly for specialty patent protected drugs chemicals, the industry is expected to continue its growth momentum in the near term.

 

With investments by established companies, both Indian and multi nationals, as well as from new companies, the Company expects to see broadening of its customer base as well as increase in revenues from its existing customers.

 

FINANCIAL PERFORMANCE:

 

Sales and Operating Income for the year has declined due to slow market demand and reduced focus on Tailor Made products. However, profitability for the year was maintained due to reduction of cost of outsourcing and reduction in input and other cost. The Company put greater focus on the management of working capital which resulted in improved cash flow for the year. Investment in upgradation of the manufacturing facility and computer

ERP systems has been funded from the internal accruals without resorting to any debts.

 

Higher order intake in the fourth quarter of the year has resulted in year end order backlog of Rs. 1113.000 Millions, being 23% above the previous year.

 

 

SEGMENT WISE OPERATIONAL PERFORMANCE:

 

a) Chemical Process Equipment

 

This Division of the Company designs manufactures and markets GMM Pfaudler Reactor Systems product line which primarily includes glass-lined corrosion resistant reactors, storage vessels and alloy steel equipment. This Division reported sales of Rs. 1428.070 Millions, 14% lower than that of previous year. This division contributed about 85% of the total sales of the Company. This Division of the Company continues to enjoy the number one position in manufacturer of glass-lined equipment in India. The profit from this segment was Rs. 128.320 Millions, a decrease of about 13% over the previous year due to lower sales of Tailer Made Products and increases in cost of Power and Fuel in the form of natural gas and electricity. The capital employed for this division was Rs. 588.100 Millions, an increase of 3% from the previous year level.

 

 

b) Mixing System

 

This Division designs, manufactures and markets EconoMix Agitators which provide solutions to customer’s mixing requirements. In addition to serving the CPI, this Division also caters to the bio-technology, mining and waste water treatment industry. Sales of this Division of the Company decreased by over 43% to Rs. 113.490 Millions from Rs. 199.630 Millions in the previous financial year due to low order intake during the year and hold put on some of the major customer orders. The profit from this segment was Rs. 8.900 Millions, a decrease of 38% over the previous year. Capital employed for this Division was Rs. 9.730 Millions, a decrease of about 53% from the previous year.

 

 

c) Filtration and Separation

 

This Division’s primary business is design, manufacture and marketing of Agitated Nutsche Filter and Filter Dryers for separation of solids and liquid and Wiped Film Evaporators for separation of liquids and liquids with Mavag’s high end technology and products. This segment reported a sale of Rs. 133.450 Millions, a decrease of 12% over previous year. Profits however were higher by 23% at Rs. 6.240 Millions, Capital employed for this Division was Rs. 57.000 Millions an increase of 25% from the previous year.

 

 

OUTLOOK:

 

In line with the overall slowdown in the economy, the demand for some of the Company’s products have shown a decline during the year.

 

However, the Company is taking steps to focus on promoting additional value added features in Glassline product as well as high technology Mavag products.

 

 

UNAUDITED STANDALONE FINANCIAL RESULTS FOR THE QUARTER/ NINE MONTHS ENDED DECEMBER 31, 2013

 

(Rs. in Millions)

 

Standalone

Sr.

No.

Particulars

Quarter ended

Nine Months Ended

31.12.2013

(Unaudited)

30.09.2013

(Unaudited)

31.12.2013

(Unaudited)

1

lncome from operations

 

 

 

 

a) Net Sales Income from operations

535.820

487.930

1413.120

 

b) Other Operating Income

13.710

8.980

27.750

 

Total Income from operations (net)

549.530

496.910

1440.870

 

 

 

 

 

2

Expenses :

 

 

 

 

a) Cost of materials consumed

283.090

241.890

764.290

 

b) Changes in inventories of finished goods and work-in-progress

(1.690)

11.610

(47.040)

 

c) Employee benefits expense

57.990

52.190

167.200

 

d) Depreciation & amortization expenses

15.110

15.050

45.180

 

e) Labour Charges

40.180

41.290

114.770

 

f) Power and Fuel Cost

38.990

35.640

109.730

 

g) Other Expenditure

57.790

52.830

162.110

 

Total

491.460

450.500

1316.240

3

Profit from Operation before Other income, lnterest and Exceptional Items

58.070

46.410

124.630

4

Other Income

3.270

7.980

19.310

5

Profit before Interest and Exceptional Items

61.340

54.390

143.940

6

Interest & Financial Charges

2.720

1.670

6.610

7

Profit I (Loss) from Ordinary Activities before tax

58.620

52.720

137.330

8

Tax Expense

 

 

 

 

- Current

18.850

18.640

47.120

 

- Deferred

(1.400)

(1.440)

(3.820)

9

Net Profit I (Loss) after tax

41.170

35.520

94.030

10

Paid-up Equity Share Capital

(Face Value Rs. 2/-)

29.230

29.230

29.230

11

Reserves (as per Balance Sheet of previous Accounting Year)

--

--

--

12

Basic and Diluted Earning Per Share (Rs.)

2.82

2.43

6.43

 

 

 

 

 

13

Public Shareholding

 

 

 

 

a) Number of Shares

3411903

3411903

3411903

 

b) Percentage of Shareholding

23.34%

23.34%

23.34%

 

Promoters and Promoter group Shareholding

 

 

 

 

a) Pledged / Encumbered

 

 

 

 

-Number of Shares

Nil

Nil

Nil

 

-Percentage of Share

(as a % of the total shareholding of promoter & promoter group)

Nil

Nil

Nil

 

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

Nil

Nil

Nil

 

b) Non-encumbered

 

 

 

 

-Number of Shares

11205597

11205597

11205597

 

-Percentage of Share

(as a % of the total shareholding of promoter & promoter group)

100%

100%

100%

 

-Percentage of Share

(as a % of the total share capital of the Company)

76.66%

76.66%

76.66%

 

NOTES:

 

1) The above unaudited results have been reviewed by the Audit Committee approved by the Board of Director in their meetings held on January 29, 2014.

 

2) The above results have been reviewed by the Statutory Auditors of the Company.

 

3) The Board of Director have announced a third interim dividend Rs. 0.70 per share for the current financial year 2013-14. The record date for the payment of the said dividend has been fixed on February 5, 2014,

 

4) Public Shareholding in the Company decreased by 1.10% during the first quarter of the current year due to acquisition of 160547 shares by Pfaudler Inc. (Foreign Promoters) through open offer which closed on May 21, 2013, In terms of Regulation 7(4) of the Securities and Exchange Board of India (SEBI) Substantial Acquisition of Shares and Takeovers Regulations 2011 r/w Securities Contracts (Regulation) Rules, 1957, the company has a time limit of the year from the date of closure of the open offer i.e. upto May 20, 2014 to bring down the Promoters holding by 1.66% i.e. from 76.66% to 75% to comply with Clause 40A of the Listing Agreement.

 

5) Number of Investors complaints (i) received during the quarter: 2 (ii) disposed off: 2 and (iii) pending at the end: Nil.

 

6) Figures for the earlier periods have been re-grouped/ re-arranged where ever necessary.

 

 

SEGMENT WISE REVENUE, RESULTS AND CAPITAL EMPLOYED

 

(Rs. in Millions)

 

Standalone

Particulars

Quarter ended

Nine Months Ended

 

31.12.2013

(Unaudited)

30.09.2013

(Unaudited)

31.12.2013

(Unaudited)

 

1) Segment Revenue

 

 

 

 

a) Chemical Process Equipment

420.980

414.500

1166.110

 

b) Mixing Systems

38.050

35.800

110.960

 

c) Filtration / Separation Equipment & Others

90.500

46.610

163.800

 

Net sales I Income from Operation

549.530

496.910

1440.870

 

2) Segment Result:

 

 

 

 

Profit I (Loss) before Tax and Interest

 

 

 

 

a) Chemical Process Equipment

53.520

61.330

142.810

 

b) Mixing Systems

3.160

2.420

6.780

 

c) Filtration / Separation Equipment and Others

10.780

5.200

16.160

 

Total

67.460

68.950

165.750

 

 

 

 

 

 

Less : Interest

2.720

1.670

6.610

 

 

 

 

 

 

Less: Other Unallocable Expense net of Unallocable Income

6.110

14.560

21.800

 

 

 

 

 

 

Total Profit before Tax

58.620

52.720

137.330

 

 

 

 

 

 

3) Capital Employed:

 

 

 

 

a) Chemical Process Equipment

488.830

534.010

488.830

 

b) Mixing Systems

28.830

24.670

28.830

 

c) Filtration I Separation Equipment & Others

86.150

95.950

86.150

 

Unallocable Net Asset I (Net Liabilities)

542.210

462.190

542.210

 

Total

1146.020

1116.820

1146.020

 

 

 

 

 

CONTINGENT LIABILITIES:

 

PARTICULARS

31.03.2013

(Rs. In Millions)

31.03.2012

(Rs. In Millions)

a) Claim against the Company not acknowledged as debts

 

 

i) Dispute relating to Cenvat and Sales tax

8.320

5.280

ii) Dispute relating to tax demand

15.490

0.490

b) Guarantee issued by bank

239.140

212.790

c) Other Contingent Liability

--

--

 

 

FIXED ASSETS

 

v  Tangible Assets:

·         Freehold Land

·         Leasehold Land

·         Lease Improvement

·         Buildings

·         Plant and Machinery

·         Furniture and Fixtures

·         Vehicles

 

v  Intangible Assets:

·         Computer Software

 


 

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.59.03

UK Pound

1

Rs.98.91

Euro

1

Rs.80.34

 

 

INFORMATION DETAILS

 

Information Gathered by :

PRT

 

 

Analysis Done by :

KAR

 

 

Report Prepared by :

SNT

 


 

SCORE & RATING EXPLANATIONS

 

SCORE FACTORS

 

RANGE

POINTS

HISTORY

1~10

7

PAID-UP CAPITAL

1~10

7

OPERATING SCALE

1~10

7

FINANCIAL CONDITION

 

 

--BUSINESS SCALE

1~10

7

--PROFITABILIRY

1~10

6

--LIQUIDITY

1~10

7

--LEVERAGE

1~10

7

--RESERVES

1~10

7

--CREDIT LINES

1~10

7

--MARGINS

-5~5

--

DEMERIT POINTS

 

 

--BANK CHARGES

YES/NO

YES

--LITIGATION

YES/NO

YES

--OTHER ADVERSE INFORMATION

YES/NO

NO

MERIT POINTS

 

 

--SOLE DISTRIBUTORSHIP

YES/NO

NO

--EXPORT ACTIVITIES

YES/NO

NO

--AFFILIATION

YES/NO

YES

--LISTED

YES/NO

YES

--OTHER MERIT FACTORS

YES/NO

YES

DEFAULTER

 

 

--RBI

YES/NO

NO

--EPF

YES/NO

NO

TOTAL

 

62

 

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.