MIRA INFORM REPORT

 

 

Report Date :

24.05.2014

 

IDENTIFICATION DETAILS

 

Name :

THE BOMBAY DYEING AND MANUFACTURING COMPANY LIMITED

 

 

Registered Office :

Neville House, J.N. Heredia Marg, Ballard Estate, Mumbai - 400001, Maharashtra

 

 

Country :

India

 

 

Financials (as on) :

31.03.2013

 

 

Date of Incorporation :

23.08.1879

 

 

Com. Reg. No.:

11-000037

 

 

Capital Investment / Paid-up Capital :

Rs. 413.100 millions

 

 

CIN No.:

[Company Identification No.]

L17120MH1879PLC000037

 

 

TAN No.:

[Tax Deduction & Collection Account No.]

MUMT00159F/MUMT13249F

 

 

PAN No.:

[Permanent Account No.]

AAACT2328K

 

 

Legal Form :

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

 

 

Line of Business :

Manufacturer of Cloth, Polyester Staple Fibre (PSF) and also in Real Estate Business.

 

 

No. of Employees :

Not Divulged

 

 

RATING & COMMENTS

 

MIRA’s Rating :

Ba (48)

 

RATING

STATUS

PROPOSED CREDIT LINE

41-55

Ba

Overall operation is considered normal. Capable to meet normal commitments.

Satisfactory

 

Maximum Credit Limit :

USD 67000000

 

 

Status :

Satisfactory

 

 

Payment Behaviour :

Usually correct

 

 

Litigation :

Exist

 

 

Comments :

Subject is an established company having satsiafctory track record.

 

General financial position of the company seems to be sound and healthy. Profitability of the company is fair.

 

Trade relations are fair. Business is active. Payment terms are reported to be usually correct.

 

Te company can be considered for business dealings at usual trade terms and conditions.

 

NOTES :

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

 

INDIAN ECONOMIC OVERVIEW

 

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

CARE

Rating

Long Term Bank Facilities=BBB (Withdrawn)

Rating Explanation

Moderate degree of safety and moderate credit risk.

Date

31.12.2013

 

 

Rating Agency Name

CARE

Rating

Short Term Non-Fund Based Limits=A3 (Withdrawn)

Rating Explanation

Moderate degree of safety and high credit risk.

Date

31.12.2013

 

Reason For Withdrawn= Request of BDMCL

 

 

RBI DEFAULTERS’ LIST STATUS

 

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

 

EPF (Employee Provident Fund) DEFAULTERS’ LIST STATUS

 

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

 

INFORMATION DENIED BY

 

Name :

Mr. Abhinandan

Designation :

Accounts Department

Contact No.:

91-22-22618071

Date :

21.05.2014

 

 

LOCATIONS

 

Registered Office :

Neville House, J.N. Heredia Marg, Ballard Estate, Mumbai – 400001, Maharashtra, India

Tel. No.:

91-22-66620000 / 22618071 / 4520 / 22693712 / 22655014 / 22657895

Mobile No.:

91-9619198877 (Mr. Brajesh Sarda)

Fax No.:

91-22-22615622 / 22655014 / 22614520 / 22653530

E-Mail :

bomdyein.bdmc@gems.vsnl.net.in

raja.s@bombaydyeing.com

narayan.venkat@bombaydyeing.com

Website :

http://www.bombaydyeing.com

Area :

70000 sq. ft.

Location :

Owned

 

 

Administrative / Corporate Office :

C-1, Wadia International Centre, Pandurang Budhkar Marg, Worli, Mumbai - 400025, Maharashtra, India

 

 

Sales office:

The Island City Center (ICC), GD Ambekar Marg, Dadar (East), Mumbai – 400014, Maharashtra, India

Tel. No.:

91-22-61912345

E-Mail :

sales@bombayrealty.in

 

 

Factory 1 :

Textile Processing Unit

B-28, MIDC Industrial Area, Ranjangaon, Taluka Shirur, District Pune - 412220, Maharashtra, India

Tel. No.:

91-21-38232700 / 38232800

Fax No.:

91-21-38232600

 

 

Factory 2 :

PSF Plant

A-1, Patalganga Industrial Area, District Raigad, Taluka Khalapur, Maharashtra , India

Tel. No.:

91-2192-251096 / 103

Fax No.:

91-2192-250263

 

 

 

DIRECTORS

 

As on 31.03.2013

 

Name :

Mr. Nusli N. Wadla

Designation :

Chairman

 

 

Name :

Mr. Keshub Mahindra

Designation :

Director

Date of Birth/Age :

89 Years

 

 

Name :

Mr. R. N. Tata

Designation :

Director

 

 

Name :

Mr. R. A. Shah

Designation :

Director

Date of Birth/Age :

81 Years

 

 

Name :

Mr. S. S. Kelkar

Designation :

Director

Qualification :

M. Com.

Date of Appointment :

09.10.1972

 

 

Name :

Mr. S. Ragothaman

Designation :

Director

Date of Birth/Age :

67 Years

 

 

Name :

Mr. A. K. Hirjee

Designation :

Director

 

 

Name :

Mr. S. M. Palia

Designation :

Director

Date of Birth/Age :

75 Years

 

 

Name :

Ms. Vinita Bali

Designation :

Director

Date of Birth/Age :

 57 Years

Date of Appointment :

30.04.2009

 

 

Name :

Mr. Ishaat Hussain

Designation :

Director 

Date of Birth/Age :

65 Years

Date of Appointment :

01.06.2010

 

 

Name :

Mr. Ness N. Wadia

Designation :

Joint Managing Director

Date of Birth/Age :

41 Years

Qualification :

M.S.C

Date of Appointment :

01.01.1994

 

 

Name :

Mr. Jeh N. Wadia

Designation :

Director 

Date of Appointment :

01.06.2010

 

 

Name :

Mr. Durgesh Mehta

Designation :

Joint Managing Director and Chief Financial Officer

Date of Appointment :

01.04.2010

 

 

KEY EXECUTIVES

 

Name :

J. C. Bham

Designation :

Company Secretary

 

 

Name :

Mr. Raghuraj Balakrishna

Designation :

Chief Financial Officer

 

 

Name :

Debashis Poddar

Designation :

Chief executive officers (Textiles)

 

 

Name :

Mr. Ashok Kaul

Designation :

Chief executive officers (Retail)

 

 

Name :

Mr. Suresh Khurana

Designation :

Chief executive officers (PSF)

 

 

MAJOR SHAREHOLDERS / SHAREHOLDING PATTERN

 

As on 31.03.2014

 

Category of Shareholder

No. of Shares

Percentage of Holding

(A) Shareholding of Promoter and Promoter Group

 

 

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

 

 

Individuals / Hindu Undivided Family

2085453

1.02

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

88297597

43.34

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

1983030

0.97

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

1983030

0.97

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

92366080

45.34

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

 

 

http://www.bseindia.com/include/images/clear.gifIndividuals (Non-Residents Individuals / Foreign Individuals)

5222748

2.56

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

10533790

5.17

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

15756538

7.73

Total shareholding of Promoter and Promoter Group (A)

108122618

53.07

(B) Public Shareholding

 

 

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

 

 

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

15433984

7.58

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

428211

0.21

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

10483919

5.15

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

18173306

8.92

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

44519420

21.85

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

 

 

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

8705452

4.27

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

37465431

18.39

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

3650458

1.79

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

1269596

0.62

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

133010

0.07

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

1102720

0.54

http://www.bseindia.com/include/images/clear.gifForeign Nationals

18466

0.01

http://www.bseindia.com/include/images/clear.gifOverseas Corporate Bodies

15400

0.01

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

51090937

25.08

Total Public shareholding (B)

95610357

46.93

Total (A)+(B)

203732975

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

2725000

0.00

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

76925

0.00

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

2801925

0.00

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

206534900

0.00

 

Shareholding of securities (including shares, warrants, convertible securities) of persons belonging to the category Promoter and Promoter Group

 

Category of Shareholder

No. of Shares

Percentage of Holding

Maureen Nusli Wadia Jtly With Nusli N Wadia

1,80,180

0.09

Jehangir Nusli Wadia

2,87,525

0.14

Ness Nusli Wadia

11,51,918

0.56

Ness Nusli Wadia

67,500

0.03

Maureen Nusli Wadia

19,750

0.01

Maureen Nusli Wadia

3,78,080

0.18

N N Wadia Admin Of Estate Of LT E F Dinshaw

500

0.00

Bombay Burmah Trading Corporation Limited

2,96,44,375

14.35

Jehreen Investments Limited

53,00,500

2.57

Lochness Investments Limited

27,60,000

1.34

Nowrosjee Wadia & Sons Limited

55,86,070

2.70

N W Exports Limited

2,77,71,550

13.45

National Peroxide Limited

14,89,700

0.72

Wadia Investment Limited

4,19,750

0.20

Macrofil Investment Limited

4,09,700

0.20

Naperol Investments Limited

4,06,200

0.20

DPI Products and Services Limited

2,64,900

0.13

Wadia Techno Engineering Services Limited

1,95,460

0.09

Lotus Viniyog Limited

1,44,690

0.07

N W Exports Limited

1,35,815

0.07

Havenkores Real Estates Private Limited

1,22,640

0.06

Afco Industrial & Chemicals Limited

59,660

0.03

Sunflower Investments and Textiles Private Limited

1,35,59,037

6.57

Nessville Trading Private Limited

24,550

0.01

Go Airlines India Private Limited

1,000

0.00

Go Inv & Trading Private Limited

500

0.00

Nidhivan INV & Trading Co Private Limited

500

0.00

Heera Holding & Leasing Private Limited

500

0.00

Sahara Investments Private Limited

500

0.00

Nusli Neville Wadia ( Trust A/c)

16,65,500

0.81

Nusli Neville Wadia ( Trust A/c)

1,80,530

0.09

Nusli Neville Wadia ( Trust A/c)

1,37,000

0.07

Diana Claire Wadia

18,54,040

0.90

Nusli Wadia

13,10,020

0.63

Estate of SMT Bachoobhai Woronzow

8,14,030

0.39

Nusli Neville Wadia

5,67,100

0.27

Dina Neville Wadia

4,58,220

0.22

Elizabeth Anne Guhl

1,69,688

0.08

Nusli Neville Wadia Jtly With Maureen N Wadia

49,650

0.02

Ben Nevis Investments Limited

1,02,83,790

4.98

Newpoint Enterprises Limited

2,50,000

0.12

Total

10,81,22,618

52.35

 

(*) The term encumbrance has the same meaning as assigned to it in regulation 28(3) of the SAST Regulations, 2011.

 

Shareholding of securities (including shares, warrants, convertible securities) of persons belonging to the category Public and holding more than 1% of the total number of shares

 

Category of Shareholder

No. of Shares

Percentage of Holding

Reliance Capital Trustee Company Limited A/c. Reliance Growth Fund

11297695

5.47

Life Insurance Corporation of India

8281925

4.01

Government Pension Fund Global

5526525

2.68

Morgan Stanley Asia (Singapore) Pte

5863146

2.84

Oriental Insurance Company Limited

2200244

1.07

Total

33169535

16.06

 

Shareholding of securities (including shares, warrants, convertible securities) of persons (together with PAC) belonging to the category “Public” and holding more than 5% of the total number of shares of the company

 

Category of Shareholder

No. of Shares

Percentage of Holding

Reliance Capital Trustee Company Limited

11297695

5.47

Total

11297695

5.47

 

Details of Locked-in Shares

 

Category of Shareholder

No. of Shares

Percentage of Holding

Jehreen Investments Private. Limited

38,00,000

1.84

Total

38,00,000

1.84

 

 

BUSINESS DETAILS

 

Line of Business :

Manufacturer of Cloth, Polyester Staple Fibre (PSF) and also in Real Estate Business.

 

 

Products :

Item Code No.

Product Description

52.08

Cotton Processed Long Length

630231.00

Cotton made ups

550320.00

Polyester Staple Fibre (PSF)

 

 

GENERAL INFORMATION

 

No. of Employees :

Not Available

 

 

Bankers :

·         State Bank of India

Axis Bank Limited

IDBI Bank Limited

State Bank of Hyderabad

State Bank of Patiala

Bank of India

 

 

Facilities :

 

Secured Loans

31.03.2013

(Rs. In Millions)

31.03.2012

(Rs. In Millions)

LONG-TERM BORROWINGS

 

 

Term Loans

 

 

- from banks

3885.400

3951.400

- from others

400.000

800.000

SHORT-TERM BORROWINGS

 

 

- Working capital demand loans from banks

[includes Rs. 172.700 Millions (2011-12 Rs. 159.600 Millions) in foreign currencies]

1223.700

926.600

- Buyer’s Credit in Foreign currency

2427.300

1929.400

Total

7936.400

7607.400

 

 

LONG-TERM BORROWINGS

 

a) Nature of Security and terms of repayment of secured borrowing:

i) Term Loans aggregating Rs.665.000 Millions (2011-12 Rs.1119.200 Millions) are secured by first pari passu charge on the Company’s existing as well as future fixed assets at Textile Processing Unit at Ranjangaon and the Polyester Division at Patalganga other than fixed assets charged exclusively to term lenders. Repayable in quarterly instalments over a period of 4 to 5 years.

 

ii) Term loan amounting to Rs.NIL (2011-12 Rs.130.000 Millions) was secured by first pari-passu charge on the Company’s existing as well as future assets of Polyester Division at Patalganga [excluding assets on lease basis, vehicles, furnitures and fixed assets charged exclusively to term lenders].

 

iii) Term loan amounting to Rs.100.300 Millions (2011-12 Rs.166.900 Millions) is secured by first pari-passu charge on the fixed assets of the Company at Polyester Division at Patalganga. Repayable in half yearly installments over 2 years.

 

iv) Term loans aggregating Rs.2083.000 Millions (2011-12 Rs.3750.000 Millions) are secured by first pari-passu charge over part of the land of the Company at Textile Mills at Mumbai admeasuring upto 89,941.07square metres and plant and machinery, buildings and structures thereon. Repayable in quarterly instalments over 2 years.

 

v) Term loan of Rs.NIL (2011-12 Rs.1250.000 Millions) was secured by first pari passu charge over part of the land of the Company at Spring Mills at Mumbai admeasuring 46,442.13 square metres and buildings and structures thereon.

 

vi) Term loans aggregating Rs.2000.000 Millions (2011-12 Rs.1500.000 Millions) are secured by first pari passu charge on Company’s plant & machinery at Textile Processing unit at Ranjangaon and the Polyester Division at Patalganga. Repayable in installments over 2 years.

 

vii) Term loans aggregating Rs.1800.000 Millions (2011-12 Rs.1000.000 Millions) are secured by first pari-passu charge over part of the land of the Company at Textile Mills at Mumbai and plant and machinery, buildings and structures thereon. Repayable in quarterly instalments over a period of 2 to 6 years.

 

viii) Term loan amounting to Rs.500.000 Millions (2011-12 Rs.NIL) is to be secured by first pari-passu charge over part of the land of the Company at Textile Mills at Mumbai and buildings and structures thereon. Repayable in quarterly instalments over 5 years.

 

b) Terms of repayment of unsecured borrowing:

Fixed Deposits from shareholders and public are repayable between January 2015 to March 2016.

 

 

SHORT-TERM BORROWINGS

 

a) Nature of Security for Short term borrowings

(i) Working Capital loans of Rs.1223.700 Millions (2011-12 Rs.926.600 Millions) and Buyer’s Credit amounting to Rs.1132.100 Millions (2011-12 Rs.1195.700 Millions) from banks under consortium arrangement is secured by hypothecation of present and future stocks, book debts and other current assets on pari passu basis and a second charge over part of the land of the Company at Textile Mills at Mumbai admeasuring 89,819.85 square metres and plant and machinery and buildings thereon on pari passu basis.

 

(ii) Buyer’s Credit aggregating Rs.913.500 Millions (2011-12 Rs.498.200 Millions) is secured by first pari-passu charge on land of the Company at Spring Mills at Mumbai admeasuring 36,617.13 square metres (2011-12 46,442.13 square metres) and Rs.381.700 Millions (2011-12 Rs.235.500 Millions) is secured by first pari passu charge land of the Company at Textile Mills at Mumbai admeasuring 60,716.19 square metres and plant & machinery, buildings and erections thereon (2011-12 first pari passu charge on land of the Company at Spring Mills at Mumbai admeasuring 30,006.90 square metres and buildings and erections thereon).

 

 

 

Banking Relations :

--

 

 

Auditors :

 

Name :

Kalyaniwalla and Mistry

Chartered Accountants

Address :

Kalpataru Heritage, 127, Mahatma Gandhi Road, Mumbai – 400001, Maharashtra, India

Tel. No.:

91-22-61587200

Fax No.:

91-22-22673964

 

 

Advocates and Solicitors :

·         Crawford Bayley and Company

Karanjawala and Company

Solomon and Company

 

 

Associate Companies :

·         Archway Investment Company Limited

Pentafil Textile Dealers Limited

Scal Services Limited (upto 28.03.2012)

Bombay Dyeing Real Estate Company Limited

 

 

Co-venturer:

Batra Group (Upto 27.03.2012)

 

 

Joint Venture Companies:

·         PT.Five Star Textile Indonesia

Proline India Limited (upto 27.03.2012)

 

 

Entities over which key management personnel and relatives exercise significant influence :

·         Go Airlines (India) Limited

The Bombay Burmah Trading Corporation Limited

 

 

CAPITAL STRUCTURE

 

AS ON 31.03.2013

 

Authorised Capital :

No. of Shares

Type

Value

Amount

 

 

 

 

250000000

Equity Shares

Rs. 2/- each

Rs. 500.000 Millions

 

 

 

 

 

Issued, Subscribed & Paid-up Capital :

No. of Shares

Type

Value

Amount

 

 

 

 

206534900

Equity Shares

Rs. 2/- each

Rs. 413.100 Millions

 

 

 

 

 

(a) The Company had vide a postal ballot, whose results were declared on 18th October, 2012, approved the sub-division of each equity share of the company having face value of Rs.10/ each fully paid into five equity shares of the face value of Rs.2/- each fully paid up. The Authorised share capital of the Company, was also sub divided into 250000000 Equity shares of Rs.2 each.

 

(b) Reconciliation of the shares outstanding at the beginning and at the end of the reporting period

 

Equity shares

31.03.2013

 

Numbers

Rs. in Millions

At the beginning of the period

41306980

413.100

Add: Shares issued on exercise of warrants to

promoters

--

--

Add: Increase in number of shares on subdivision

of shares from Rs.10 per share to Rs.2

per share

165227920

--

Outstanding at the end of the period

206534900

413.100

 

(c) Rights, preferences and restrictions attached to Equity shares

 

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

 

(d) Details of shareholders holding more than 5% shares in the company

 

Equity shares

31.03.2013

 

Numbers

% holding

The Bombay Burmah Trading Corporation Limited

29644375

14.35

N.W. Exports Limited

27771550

13.45

Jehreen Investments Limited

12739725

6.17

Reliance Capital Trustee Company Limited

11869785

5.75

 

82025435

39.72

 

(e) Shares reserved for issue under options

 

Pursuant to the Employee Stock Option Scheme (ESOS) approved by the shareholders on 13th August, 2002 and as further amended by the shareholders on 07th August, 2012, the Company has granted 14,000 options, (70,000 options post sub-division) to the Joint Managing Director of the Company at an exercise price of Rs. 528.25 (Rs.105.65 post sub-division) per share. As per the terms of the ESOS, each option is excercisable for conversion into one equity share of the Company

 

(f) Information regarding issue of shares during last five years

(i) No shares were allotted pursuant to contracts without payment being received in cash.

(ii) No bonus shares have been issued.

(ii) No shares have been bought back.

 

(g) Shares held in Abeyance

Under orders from the Special Court (Trial of Offences relating to Transactions in Securities) Act, 1992, - the allotment of 4,640 shares of face value of Rs.2/- each (2011-12- 928 shares of face value of Rs.10/- each) against warrants carrying rights of conversion into equity shares of the Company has been kept in abeyance in accordance with section 206A of the Companies Act, 1956, till such time as the title of the bonafide owner is certified by the concerned Stock Exchanges.

 

(h) Shares allotted on exercise of warrants

In January, 2012, 760000 warrants were exercised for conversion into equity shares as per the terms of the allotment of the warrants and 760000 equity shares were allotted on 30th January, 2012 to a promoter group company. 1267000 warrants lapsed due to non-exercise of the conversion into equity shares and the amount aggregating Rs.167.100 Millions was forfeited in terms of the SEBI (DIP) Guidelines and conditions attached to the warrants. The forfeited amount of Rs.167.100 Millions was credited to Capital Reserve.


 

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

413.100

413.100

405.400

(b) Reserves & Surplus

16457.700

17510.900

10609.000

(c) Money received against share warrants

0.000

0.000

267.500

 

 

 

 

(2) Share Application money pending allotment

0.000

0.000

0.000

Total Shareholders’ Funds (1) + (2)

16870.800

17924.000

11281.900

 

 

 

 

(3) Non-Current Liabilities

 

 

 

(a) long-term borrowings

5596.400

5080.600

4978.600

(b) Deferred tax liabilities (Net)

0.000

0.000

0.000

(c) Other long term liabilities

26.900

12.300

11.700

(d) long-term provisions

101.700

29.900

38.900

Total Non-current Liabilities (3)

5725.000

5122.800

5029.200

 

 

 

 

(4) Current Liabilities

 

 

 

(a) Short term borrowings

4019.600

3038.300

3244.400

(b) Trade payables

5865.300

3428.300

1885.800

(c) Other current liabilities

4944.700

6079.400

5101.100

(d) Short-term provisions

285.600

288.200

214.100

Total Current Liabilities (4)

15115.200

12834.200

10445.400

 

 

 

 

TOTAL

37711.000

35881.000

26756.500

 

 

 

 

II.      ASSETS

 

 

 

(1) Non-current assets

 

 

 

(a) Fixed Assets

 

 

 

(i) Tangible assets

9027.100

9253.300

8924.400

(ii) Intangible Assets

52.400

40.900

48.900

(iii) Capital work-in-progress

690.400

443.800

32.000

(iv) Incidental expenditure relating to construction / development

578.700

576.600

1933.200

(b) Non-current Investments

559.600

559.600

601.900

(c) Deferred tax assets (net)

0.000

0.000

0.000

(d)  Long-term Loan and Advances

614.800

528.200

682.900

(e) Other Non-current assets

249.900

42.700

0.000

Total Non-Current Assets

11772.900

11445.100

12223.300

 

 

 

 

(2) Current assets

 

 

 

(a) Current investments

0.000

0.000

0.000

(b) Inventories

12859.900

15497.300

10317.200

(c) Trade receivables

2168.000

1375.900

1198.500

(d) Cash and cash equivalents

425.500

333.100

210.200

(e) Short-term loans and advances

1610.100

1847.600

2072.500

(f) Other current assets

8874.600

5382.000

734.800

Total Current Assets

25938.100

24435.900

14533.200

 

 

 

 

TOTAL

37711.000

35881.000

26756.500

 

 

PROFIT & LOSS ACCOUNT

 

 

PARTICULARS

 

31.03.2013

31.03.2012

31.03.2011

 

SALES

 

 

 

 

 

Revenue from operations (net)

23292.600

22308.100

18592.400

 

 

Other Income

459.700

545.700

522.200

 

 

TOTAL                                     (A)

23752.300

22853.800

19114.600

 

 

 

 

 

Less

EXPENSES

 

 

 

 

 

Cost of materials consumed

11942.500

12645.000

11159.400

 

 

Purchases of Stock-in-Trade

1240.900

1181.400

965.600

 

 

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

1736.700

(6833.800)

(8503.200)

 

 

Employee benefits expense

984.600

842.100

672.200

 

 

Other expenses

4501.800

11851.000

12144.500

 

 

TOTAL                                     (B)

20406.500

19685.700

16438.500

 

 

 

 

 

Less

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

3345.800

3168.100

2676.100

 

 

 

 

 

Less

FINANCIAL EXPENSES                         (D)

1747.400

1805.700

1791.600

 

 

 

 

 

 

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

1598.400

1362.400

884.500

 

 

 

 

 

Less

DEPRECIATION/ AMORTISATION                     (F)

620.300

613.900

620.800

 

 

 

 

 

 

PROFIT BEFORE TAX (E-F)                               (G)

978.100

748.500

263.700

 

 

 

 

 

Less

TAX                                                                  (H)

221.100

155.000

49.800

 

 

 

 

 

 

PROFIT AFTER TAX (G-H)                                (I)

757.000

593.500

213.900

 

 

 

 

 

Add

PREVIOUS YEARS’ BALANCE BROUGHT FORWARD

538.200

244.200

216.600

 

 

 

 

 

Less

APPROPRIATIONS

 

 

 

 

 

Proposed dividend

206.600

206.600

141.900

 

 

Dividend Distribution Tax

35.000

33.600

23.000

 

 

Transferred to General Reserve

75.700

59.300

21.400

 

BALANCE CARRIED TO THE B/S

977.900

538.200

244.200

 

 

 

 

 

 

EARNINGS IN FOREIGN CURRENCY

 

 

 

 

 

Export of goods calculated on FOB basis

2655.200

2401.300

2490.000

 

 

Reimbursement of insurance and freight on exports

73.700

63.900

91.700

 

 

Sale of Flats

0.700

0.000

360.800

 

 

Local sales for exports

0.000

0.000

7.400

 

TOTAL EARNINGS

2729.600

2465.200

2949.900

 

 

 

 

 

 

IMPORTS

 

 

 

 

 

Raw Materials

8509.100

8313.300

6204.400

 

 

Stores, spare parts & catalysts

197.200

146.200

721.700

 

 

Capital Goods

3.600

6.800

8.800

 

 

Construction material

9.600

4.400

0.000

 

TOTAL IMPORTS

8719.500

8470.700

6934.900

 

 

 

 

 

 

Earnings Per Share (Rs.)

3.67

2.92

5.54

 

 

KEY RATIOS

 

PARTICULARS

 

 

31.03.2013

31.03.2012

31.03.2011

PAT / Total Income

(%)

3.19

2.60

1.12

 

 

 

 

 

Net Profit Margin

(PBT/Sales)

(%)

4.20

3.36

1.42

 

 

 

 

 

Return on Total Assets

(PBT/Total Assets}

(%)

2.73

2.18

1.09

 

 

 

 

 

Return on Investment (ROI)

(PBT/Networth)

 

0.06

0.04

0.02

 

 

 

 

 

Debt Equity Ratio

(Total Debt/Networth)

 

0.57

0.45

0.73

 

 

 

 

 

Current Ratio

(Current Asset/Current Liability)

 

1.72

1.90

1.39

 

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

405.400

413.100

413.100

Reserves & Surplus

10609.000

17510.900

16457.700

Net worth

11014.400

17924.000

16870.800

 

 

 

 

long-term borrowings

4978.600

5080.600

5596.400

Short term borrowings

3244.400

3038.300

4019.600

Total borrowings

8223.000

8118.900

9616.000

Debt/Equity ratio

0.747

0.453

0.570

 

 

 

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

18,592.400

22,308.100

23,292.600

 

 

19.985

4.413

 

 

 

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

18,592.400

22,308.100

23,292.600

Profit

213.900

593.500

757.000

 

1.15%

2.66%

3.25%

 

 

 

 

 

LOCAL AGENCY FURTHER INFORMATION

 

CURRENT MATURITIES OF LONG-TERM DEBT

(Rs. In Millions)

SOURCES OF FUNDS

 

31.03.2013

31.03.2012

31.03.2011

Current maturities of long-term debt

2862.800

4834.100

4185.700

 

 

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

Yes

5]

Type of Business

Yes

6]

Line of Business

Yes

7]

Promoter's background

Yes

8]

No. of employees

No

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

 

 

LITIGATION DETAILS:

 

 

HIGH COURT OF BOMBAY

 

Case Details

 

 

Bench:-Bombay

 

 

Presentation Date:- 08/04/2014

 

 

 

Lodging No.:-

CPL/225/2014

Filing Date:-

08.04.2014

 

 

 

 

Petitioner:-

HATIM GLAZING & CLADDING PVT. LTD. -

Respondent:-

BOMBAY DYEING AND MANUFACTURING CO LTD

 

 

 

Petn.Adv.:-

VAID ASSOCIATES (I9719)

 

 

 

District:-

MUMBAI

 

 

 

 

Bench:-

SINGLE

 

 

 

 

Status:-

Pre-Admission

Category:-

COMPANY PETITION U/SEC 433,434,439 COMPANIES ACT

 

 

Last Date:-

17/04/2014

Stage:-

 

 

 

Last Coram:-

REGISTRAR(OS)/PROTHONOTARY & SR. MASTER

 

 

 

 

 

 

Act :-

Companies Act & Rules 1956

Under Section:-

433, 434

 

 

INDEX OF CHARGES

 

S.NO.

CHARGE ID

DATE OF CHARGE CREATION/MODIFICATION

CHARGE AMOUNT SECURED

CHARGE HOLDER

ADDRESS

SERVICE REQUEST NUMBER (SRN)

1

10460764

21/11/2013

1,000,000,000.00

STATE BANK OF MYSORE

CORPORATE ACCOUNTS BRANCH, 224-C, MITTAL COURT, 4TH FLOOR, NARIMAN POINT, MUMBAI - 400021, MAHARASHTRA, INDIA

B89762728

2

10437603

16/07/2013

1,500,000,000.00

IDBI BANK LIMITED

IDBI TOWERWTC COMPLEX, CUFFE PARADE, MUMBAI - 400005, MAHARASHTRA, INDIA

B79943197

3

10440863

15/07/2013

270,000,000.00

IDBI BANK LIMITED

IDBI TOWERWTC COMPLEX, CUFFE PARADE, MUMBAI - 400005, MAHARASHTRA, INDIA

B81029357

4

10413461

26/03/2013

1,000,000,000.00

STATE BANK OF MYSORE

CORPORATE ACCOUNTS BRANCH, 224-C, MITTAL COURT, 4TH FLOOR, NARIMAN POINT, MUMBAI - 400021, MAHARASHTRA, INDIA

B71302160

5

10411690

18/03/2013

4,000,000,000.00

ICICI BANK LIMITED

ICICI BANK TOWERS, BANDRA KURLA COMPLEX, BANDRA (EAST), MUMBAI - 400051, MAHARASHTRA, INDIA

B70738000

6

10366705

06/07/2012

1,200,000,000.00

TATA CAPITAL FINANCIAL SERVICES LIMITED

ONE FORBES, DR. V. B. GANDHI MARG, FORT, MUMBAI - 400001, 
MAHARASHTRA, INDIA

B44246148

7

10360536

30/05/2012

1,500,000,000.00

CENTRAL BANK OF INDIA

CORPORATE FINANCE BRANCH, MMO BUILDING, 1ST FLOOR, M. G. ROAD, FORT, MUMBAI - 400023, MAHARASHTRA, INDIA

B41590134

8

10334184

06/05/2013 *

1,015,400,250.00

BANK OF BAHRAIN AND KUWAIT BSC

43, GOVERNMENT AVENUE, P O BOX 597, MANAMA, - 00 
0597, BAHRAIN

B76301977

9

10319823

23/11/2011

175,000,000.00

BANK OF BAHRAIN AND KUWAIT B.S.C

JOLLY MAKER CHAMBERS II, 225, NARIMAN POINT, MUMBAI - 400021, MAHARASHTRA, INDIA

B26145672

10

10308936

27/09/2011

3,000,000,000.00

ICICI BANK LIMITED

ICICI BANK TOWERS, BANDRA KURLA COMPLEX, BANDRA (EAST), MUMBAI - 400051, MAHARASHTRA, INDIA

B22008544

11

10292461

09/06/2011

2,500,000,000.00

STATE BANK OF INDIA

CORPORATE ACCOUNTS GROUP BRANCH, NEVILLE HOUSE, J .N.HEREDIA MARG, BALLARD ESTATE, MUMBAI - 400001, MAHARASHTRA, INDIA

B15087299

12

10202231

06/05/2013 *

1,350,000,000.00

IDBI BANK LIMITED

IDBI TOWERWTC COMPLEX, CUFFE PARADE, MUMBAI - 400005, MAHARASHTRA, INDIA

B76031921

13

10120154

11/09/2008

400,000,000.00

STATE BANK OF MYSORE

CORPORATE ACCOUNTS BRANCH, MITTAL COURT, C WING, NARIMAN POINT, MUMBAI - 400021, MAHARASHTRA, INDIA

A44837011

14

10061356

29/01/2010 *

320,000,000.00

STATE BANK OF PATIALA

COMMERCIAL BRANCH, ATLANTA, 1ST FLOOR, JAMNALAL BAJAJ MARG, NARIMAN POINT, MUMBAI - 
400021, MAHARASHTRA, INDIA

A77925758

15

10061354

29/01/2010 *

500,000,000.00

STATE BANK OF PATIALA

COMMERCIAL BRANCH, ATLANTA, 1ST FLOOR, JAMNALAL BAJAJ MARG, NARIMAN POINT, MUMBAI - 
400021, MAHARASHTRA, INDIA

A77907699

16

80024603

21/07/2009 *

2,750,000,000.00

AXIS BANK LIMITED

UNIVERSAL INSURANCE BUILDING, SIR P.M.ROAD, FORT, MUMBAI - 400001, MAHARASHTRA, INDIA

A69789881

17

80063972

25/01/2006

2,750,000,000.00

UTI BANK

UNIVERSAL INSURANCE BLDG; SIR P. M. ROAD, FORT, 
MUMBAI, MAHARASHTRA - 400001, INDIA

-

18

90238030

13/02/2007 *

3,550,000,000.00

STATE BANK OF INDIA

EXPRESSTOWERS,20TH FLOOR, NARIMAN POINT, MUMBAI - 400021, MAHARASHTRA, INDIA

-

19

90234840

21/03/2002 *

245,000,000.00

UTI BANK LIMITED

SAKAR, ASHRAM ROAD, AHMEDABAD - 380009, GUJARAT, INDIA

-

20

90234828

15/01/2002

245,000,000.00

UTI BANK LIMITED

SAKAR, ASHRAM ROAD, AHMEDABAD - 380009, GUJARAT, INDIA

-

21

90234779

31/12/2001 *

60,000,000.00

ICICI LIMITED

ICICI TOWERS, BANDRA KURLA, MUMBAI - 400051, MAHARASHTRA, INDIA

-

22

90234778

13/10/2011 *

7,750,000,000.00

STATE BANK OF INDIA

CORPORATE ACCOUNTS GROUP BRANCH, NEVILLE HOUSE, 3RD FLOOR, J N HEREDIA MARG, MUMBAI - 
400001, MAHARASHTRA, INDIA

B25592825

23

90234771

31/05/2001

1,000,000,000.00

ICICI LIMITED

ICICI TOWER, BANDRA KURLA COMPLEX, MUMBAI - 400051, MAHARA SHTRA, INDIA

-

24

90234634

07/09/2000 *

14,400,000.00

ICICI LIMITED

ICICI TOWERS, BANDRA KURLA, MUMBAI - 
400051, MAHARASHTRA, INDIA

-

25

90235973

11/01/2000

200,000,000.00

DEUTSCHE BANK

HAZARIMAL SORINANAI MARG, FORT, MUMBAI - 400001, MAHARASHTRA, INDIA

-

26

90235950

20/10/1999

250,000,000.00

ICICI LIMITED

ICICI TOWERS, BANDRA KURLA, MUMBAI - 
400051, MAHARASHTRA, INDIA

-

27

90235935

11/03/2003 *

922,895,800.00

ICICI BANK LIMITED

ICICI TOWERS, BANDRA KURLA, MUMBAI - 
400051, MAHARASHTRA, INDIA

-

28

90235921

17/05/1999

100,000,000.00

DEUTSCHE BANK

HAZARIMAL SORINANAI MARG, FORT, MUMBAI - 400001, MAHARASHTRA, INDIA

-

29

90235904

09/03/1999

200,000,000.00

DEUTSCHE BANK

HAZARIMAL SORINANAI MARG, FORT, MUMBAI - 400001, MAHARASHTRA, INDIA

-

30

90235864

27/08/1998

200,000,000.00

CANARA BANK

STOCK EXCHANGE TOWER, J.C. ROAD, BANGALORE, KARNATAKA, INDIA

-

31

90233991

08/04/1994

47,500,000.00

BANK OF BARODA

IND. FINANCE BRANCH, C.P. STREET, MUMBAI - 400023, MAHARAS HTRA, INDIA

-

32

90237900

28/03/1994 *

1,000,000.00

THE INDUSTRIAL CREDIT AND INVEST. CORP. OF INIDA L 
IMITED

163; BACKBAY RECLAMATION, MUMBAI - 400023, MAHARASHTRA, INDIA

-

33

90237897

26/07/1993

833,000.00

STATE BANK OF INDIA

BANK STREET, MUMBAI - 400023, MAHARASHTRA, INDIA

-

34

90233931

13/08/2002 *

922,895,800.00

ICICI LIMITED

ICICI TOWERS, BANDRA KURLA, MUMBAI - 
400021, MAHARASHTRA, INDIA

-

35

90237896

26/07/1993 *

922,895,800.00

THE INDUSTRIAL CREDIT AND INVEST; CORP. OF INDIA L 
TD.

163; BACKBAY RECLAMATION, MUMBAI - 400020, MAHARASHTRA, INDIA

-

36

90233921

28/03/1994 *

150,000,000.00

SCICI LIMITED

MAKER TOWER, CUFFE PARADE, MUMBAI - 
400005, MAHARASHTRA, INDIA

-

37

90233918

26/07/1993 *

200,000,000.00

THE INDUSTRIAL CREDIT AND INVEST. CORP. OF INIDA LIMITED

163; BACKBAY RECLAMATION, MUMBAI - 400023, MAHARASHTRA, INDIA

-

38

90233912

26/07/1993 *

113,500,000.00

THE INDUSTRIAL CREDIT AND INVEST. CORP. OF INIDA LIMITED

163; BACKBAY RECLAMATION, MUMBAI - 400023, MAHARASHTRA, INDIA

-

39

90233798

25/08/1992 *

42,400,000.00

THE INDUSTRIAL CREDIT AND INVEST. CORP. OF INIDA LIMITED

163; BACKBAY RECLAMATION, MUMBAI - 400023, MAHARASHTRA, INDIA

-

 

* Date of charge modification

 

 

UNSECURED LOANS

 

Unsecured Loans

31.03.2013

(Rs. In Millions)

31.03.2012

(Rs. In Millions)

LONG-TERM BORROWINGS

 

 

Fixed Deposits

1311.000

329.200

SHORT-TERM BORROWINGS

 

 

Bills discounted with banks

138.600

182.300

Intercorporate deposits

230.000

0.000

Total

1679.600

511.500

 

 

REAL ESTATE DIVISION

 

The revenue from real estate activity was Rs. 6660.000 millions as compared to Rs. 5660.000 millions in the previous year. The operating profit for the year was Rs. 3500.000 millions as against Rs. 2690.000 millions in the previous year.

 

Bombay Realty (BR), the real estate division of the Company, has launched two high rise luxury residential towers viz. ‘One ICC’ and ‘Two ICC’ at Island City Center (ICC), which will have world class amenities and features.

 

A renowned Architect has been appointed as Lead Consultant for the project. Consultants for Structural Engineering, Mechanical, Electrical and Plumbing, Vertical transportation, Facade, LEED Gold certification etc. have also been appointed. The consultants would be supported by internal experts in these areas. The project will include energy efficient features and use of sustainable material which will ensure substantial operational cost savings in energy and water consumption leading to higher satisfaction levels of occupants as compared to conventional buildings.

 

During 2012, the Company was required to amend the building designs for ICC to meet the requirements of new Development Control Regulations. The modified building design has been prepared with a view to optimize the building efficiency.

 

MCGM has issued a Stop Work Order at Company’s Worli Textiles Mill site (WIC) pursuant to withdrawal of approval granted in 2004 for modification to the Textile Mill Modernisation scheme by the Textiles Department of Government of Maharashtra. This has been challenged by the Company in its Writ Petition before Hon’ble Bombay High Court.

 

Pursuant to the Order of Hon’ble Supreme Court dated 9th August, 2012 for handing over the share of land to MHADA and MCGM at the two mills respectively, the Company has submitted plans for consolidated hand over as per Integrated Development Scheme. Subsequently, as directed by MCGM, the Company has filed an application before Hon’ble Supreme Court for modification of its Order of 9th August, 2012 to enable hand over at single location.

 

The Directors believe that irrespective of the outcome of the case, the Company’s development plans are not likely to be affected.

 

The handover of land admeasuring over 66,000 square meters would be one of the largest handover of land in Mumbai. This will enable MHADA to provide housing to over 4,000 families. Besides, the Company would also be rehabilitating over 1,000 families currently residing on the site.

 

 

TEXTILE DIVISION:

 

The Textile turnover has increased from Rs. 4330.000 millions in the previous year to Rs. 4620.000 millions for the year ended on 31st March, 2013 i.e. a growth of 7% over previous year. Despite this the division suffered an operational loss of Rs. 120.000 millions in the current year compared to a profit of Rs. 50.000 millions in the previous year due to lower margin and adverse product mix.

 

Domestic business grew by 5% led by mix improvement. Exports turnover grew by 35% from Rs. 340.000 millions to Rs. 460.000 millions However, there was a severe pressure on the margins due to slowdown of growth both in domestic and international markets.

 

In order to provide thrust to domestic retail business, the Company has created a new Retail Division to drive growth in the domestic market.

 

 

POLYESTER DIVISION:

 

The Division achieved a turnover of Rs. 13280.000 millions during the year as compared to Rs. 13490.000 millions in the previous year. The demand and prices of PSF are to a significant extent linked to supply and prices of cotton. During the year, cotton prices continued to remain depressed, leading to lower realization for PSF. Further, it also led to a large number of spinners remaining away from PSF, thereby adversely impacting the volume. Increased capacity in the recycled PSF industry also adversely impacted the PSF business. The average capacity utilization of 81.5%, though lower than 84% achieved in the previous year was significantly better than industry capacity utilization of 71% during the year.

 

The margins of the PSF Division were adversely impacted due to a sharp increase in the raw material prices in the backdrop of escalating crude oil prices, continuing adverse impact of rupee depreciation and sharp increase in conversion cost due to increase in RLNG and power cost, during the year.

 

 

MANAGEMENT DISCUSSION AND ANALYSIS

 

The year was a challenging year. The global economy continued to witness slower economic growth despite modest recovery in US economy led by housing and consumer sectors. The economies of India and China were forced to tighten liquidity to control inflation, resulting in slow-down. These global events also had dampening impact on Indian economy. Deceleration in industrial output and lower export weakened India’s economic growth. The economy grew by about 5% during the year 2012-13 which is one of the lowest in the

current decade.

 

The good sign is that the Indian economy appears to have bottomed out and is on its way to recovery on the back of improved external demand, growing internal consumption, expected better monsoon, moderation of inflation and policy reforms. Significant improvement from current low levels of economic growth is certainly feasible. Overall economic growth is expected to rise to 6.4% in 2013-14 as per Government forecast.

 

 

REAL ESTATE BUSINESS

 

INDUSTRY STRUCTURE AND DEVELOPMENTS

 

The Real Estate market in the country has been hitherto dominated by players from the unorganized sector. Due to some unscrupulous players the developers were perceived as unreliable and undependable by the authorities as well as by the potential buyers. The entry of reputed industry houses in recent years has not only changed the basic rules of the game but also has provided the customers with greater choice for a reliable provider of home. Thus, the profile of the industry is undergoing a significant change with an increasing share of market moving to organized players and large corporates.

 

At present, the sector is highly regulated with complex administrative and legal frame work with multiple authorities laying down stringent conditions for development in an area which is a basic need of the people. Moreover, several of these regulations are localized thereby preventing a Pan India approach by large corporate developers. Recently, the cabinet has approved the draft Real Estate Regulations bill which will bring clarity and transparency to both, industry as well as the customers. This will streamline and bring uniformity in the approval process and ensure greater accountability, as well as a speedy governance process by the authorities.

 

The Real Estate market in Mumbai city has experienced a significant growth in the past 15 years and the prices have shot up multifold in past decade. The growing urbanization and increase in the younger population is expected to fuel the market growth. It may be noted that currently 64% of the country’s population is in the working age group. This, coupled with income levels which are catching up with more affluent nations especially amongst the professional classes is expected to drive the demand for luxury apartments priced above Rs. 30.000 Millions.

 

Notwithstanding various challenges in the present macroeconomic environment, the market for real estate has witnessed several new project launches. While the prices have remained stable in Mumbai city in the last year, the demand has started picking up. The expected interest rate reduction and turning around of the economy will boost the demand. This is likely to be further supplemented by increasing demand from Non-Resident Indians for whom the weakening Rupee has made India an attractive investment destination.

 

 

TEXTILE BUSINESS

 

INDUSTRY STRUCTURE AND DEVELOPMENTS

 

The textile industry plays a crucial role in the Indian Economy. Apart from providing one of the basic necessities of life, it also contributes significantly to the industrial output, employment generation and export earning of the country.

 

The country’s economic growth has created significant opportunities for Textile Retail Growth.

 

The textile sector, contributes about 14% to the Industrial output, 4% to the GDP, and accounts for 17% of the country’s exports. It provides direct employment to over 35 million people, next only to agriculture.

 

Within the overall Textile sector, Home Textile market size is estimated at over Rs. 100000.000 millions. The share of organized sector, however, in this sector is less than 10% while the market size is expected to grow at 9% per annum; the share of organized sector is expected to increase significantly over next few years.

 

Traditionally, the consumers are being serviced through Wholesale and Multi Brand Outlets. However, in the recent years substantial growth has been witnessed in Large Format Stores which offer a variety of products under a single roof, and are therefore popular among young consumers, pressed for time. The consumers are also becoming far more conscious of brands and are making their choice based on various features such as range of designs, shopping ambience and brand position in addition to pricing. The policy initiatives like exempting Textile made up articles from excise duty are likely to help in growth of this sector.

 

 

OUTLOOK

 

The raw material prices are expected to remain stable due to good cotton production. The demand growth is likely to pick up resulting from the overall economic recovery. The margins are likely to be under pressure due to aggressive competition. The Company proposes to focus on improving design range, driving fast growth through expanding store network, introducing more value added products and aggressive marketing.

 

Export markets may continue to remain weak. The Company will focus on building continuous relationship with large and medium sized buyers abroad.

 

 

POLYESTER BUSINESS

 

INDUSTRY STRUCTURE AND DEVELOPMENTS

 

Polyester Staple Fibre (PSF) is produced from two major petrochemical intermediates, Purified Terephthalic Acid (PTA) and Mono Ethylene Glycol (MEG), and is used as substitute for cotton to manufacture spun yarns, either wholly with polyester or blended with cotton or with Viscose Staple Fibre (VSF). There are three major producers of PSF in the country. A fourth small producer has entered the PSF business during the year. While the market leader is fully vertically integrated, the other producers including the Company are stand-alone PSF manufacturers.

 

Over the past few years, the yarn industry has enhanced use of recycled polyester, derived from recycling of PET bottles and other waste material. However, the quality of such fibre is significantly inferior.

 

With 60% of global PSF capacity, China remains a dominant influence on polyester and downstream textile products.

 

The Indian PSF business saw a marginal reduction in volume and realization due to continuing weak cotton prices and other extraneous factors like weakness in euro zone economies and consequent increase in crude, RLNG and petrochemical prices in the world market. The sharp rise in Rupee to US Dollar exchange rate has resulted in further rise in key raw materials prices. The overall polyester industry’s capacity utilization thus came down to barely 70-72%, even though the Company could manage to deliver 81.5% (as against 84% in the previous year).

The world PSF market remained subdued due to a static demand in the western countries, and slower growth in China.

 

 

OUTLOOK

 

While the year 2012-13 was not a rewarding period from business perspective, few positives could be derived out of the operation such as efforts toward energy conservation and maintaining reasonable healthy capacity utilization compared to the industry average. With their sustained efforts in these fronts coupled with anticipated improved demand and higher capacity utilization, they expect the business to improve and become profitable. This will further be aided by the Company’s focus on speciality fibre, innovative product mix and long term measures for cost reduction by converting fuel from RLNG to coal.

 

 

UNAUDITED FINANCIAL RESULTS FOR THE QUARTER ENDED 30TH JUNE, 2013

 

(Rs. In millions)

 

PARTICULARS

 

QUARTER

ENDED

 

 

30.06.2013

 

 

(Unaudited)

 

PART I

 

 

1

Income from operations

(a) Net sales/income from operations

(Net of excise duty)

(b)        Other operating income

Total income from operations (net)

 

 

 

5163.700

109.000

5272.700

2

Expenses

 

 

 

(a) Cost of materials consumed

 

2807.600

 

(b) Purchase of stock-in-trade

 

232.600

 

(c) Change in inventories of finished goods,

 

 

 

work-in-progress and stock-in-trade

 

716.900

 

(d) Employee benefits expense

 

239.500

 

(e) Depreciation and amortisation expenses

 

155.600

 

(f) Other expenses

 

1068.000

 

Total expenses

 

5220.200

3

Profit/(Loss) from operations before other income finance costs and exceptional items (1-2)

 

 

4

Other Income

 

103.400

5

Profit / (Loss) from ordinary activities before finance costs

 

 

 

and exceptional items (3+4)

 

155.900

6

Finance costs

 

431.600

7

Profit / (Loss) from ordinary activities after finance costs but before exceptional items (5-6)

 

(275.700)

8

Exceptional Items

 

-

9

Profit/ (Loss) from ordinary activities before tax (7-8)

 

(275.700)

10

Tax expense -Current

 

-

11

Net Profit/ (Loss) from ordinary activities after tax (9-10)

 

(275.700)

12

Extraordinary items (net of tax expense)

 

-

13

Net Profit/ (Loss) for the period (11 -12)

 

(275.700)

14

Paid up equity share capital

 

413.100

 

(Face value Rs.2 per share)

 

 

15

Reserves excluding revaluation reserves

 

-

16.i

Earnings per share (before extraordinary items)

 

 

 

Basic (Rs.)

 

(1.34)

 

Diluted (Rs.)

 

(1.34)

6.ii

Earnings per share (after extraordinary items)

 

 

 

Basic (Rs.)

 

(1.34)

 

Diluted (Rs.)

 

(1.34)

 

 

 

 

 

PARTICULARS

 

QUARTER

ENDED

 

 

 

30.06.2013

 

 

 

(Unaudited)

 

PART II

 

 

A

PARTICULARS OF SHAREHOLDING

 

 

1

Public Shareholding

 

 

 

- Number of shares

 

9,58,15,807

 

- Percentage of shareholding

 

46.39

2

Promoters & promoter group Shareholding

 

 

 

a) Pledged/Encumbered

 

 

 

- Number of Shares

 

59,78,500

 

- Percentage of shares

 

5.40

 

(as a % of total shareholding of promoter and promoter group)

 

 

 

- Percentage of shares

 

2.89

 

(as a % of total share capital on the company)

 

 

 

b) Non-encumbered

 

 

 

- Number of Shares

 

10,47,40,593

 

- Percentage of shares

 

94.60

 

(as a % of total shareholding of promoter and promoter group)

 

 

 

- Percentage of shares

 

50.72

 

(as a % of total share capital on the company)

 

 

 

Face value per share in Rupees

 

2

 

 

SEGMENT WISE REVENUE, RESULTS AND CAPITAL EMPLOYED

(Rs. In millions)

PARTICULARS

 

QUARTER

ENDED

 

30.06.2013

 

(Unaudited)

1.    Segment Revenue

 

 

(net sales/income from each segment)

(a)        Textile

(b)        Polyester

(c)        Real Estate

 

 

1098.100

2970.000

1216.800

(d) Unallocated

 

0.100

Total

 

5285.000

Add/(Less) :Inter segment revenue

 

(12.300)

Net Sales/Income from Operations

 

5272.700

2.    Segment Results - Profit/ (Loss)

 

 

(a) Textile

 

(14.100)

(b) Polyester

 

(398.300)

(c)    Real Estate

 

671.000

Total

 

258.600

Less:   (i) Net Interest expense

 

431.600

(ii) Other un-allocable expenditure

 

 

net of un-allocable income

 

102.700

Total Profit/ (Loss) before Tax

 

(275.700)

3.     Capital Employed

 

 

(Segment Assets - Segment Liabilities)

 

 

(a) Textile

 

3829.600

(b) Polyester

 

1915.700

(c)    Real Estate

 

20891.400

Unallocated:

 

1178.800

(i) Others

 

 

Total Capital Employed

 

27815.500

 

 

NOTES :

 

1 The above results were reviewed by the Audit Committee at their meeting held on 05th August, 2013 and approved by the Board of Directors at their meeting held on 06th August, 2013. The Statutory Auditors have carried out a limited review of these results pursuant to Clause 41 of the Listing Agreement.

 

2 The Company has during the quarter ended 30th June, 2013, pursuant to various agreements for sale, sold certain apartments in the proposed residential towers being constructed and in accordance with the accounting policy formulated by the Company, recognised revenue of Rs. 1165.400 millions (June'2012 Rs.973.200 millions) [including an amount of Rs.598.200 millions (June'2012 Rs.657.000 millions) on sale to an associate company] and an amount of Rs. 304.000 millions (June'2012 Rs.300.300 millions) has been released from the revaluation reserve to the Statement of Profit and Loss in proportion of the reveune recognised.

 

3 The equity shares of the Company having face value of Rs.10/- each have been sub-divided into 5 equity shares of face value of Rs.2/- effective 1st November, 2012 pursuant to the approval of the shareholders on 18th October, 2012. In accordance with AS-20 "Earnings per Share", the per share calculations for the quarter ended 30th June, 2013 and the pervious periods have been presented based on the revised number of shares to make them comparable.

 

4 Figures for the previous periods have been regrouped / restated wherever necessary.

 

 

CONTINGENT LIABILITIES:

 

(Rs. in millions)

PARTICULARS

31.03.2013

31.03.2012

A. Claims against the company not acknowledged as debt.

 

 

(a) Income-tax matters in respect of earlier years under dispute (including interest of Rs. 58.500 millions) [31.03.2012. Rs. 58.500 millions] as follows:

257.700

336.800

(i) Decided in Company’s favour by appellate authorities and department in further appeal

7.400

51.100

(ii) Pending in appeal - matters decided against the Company

250.300

285.700

(b) Sales Tax, Service Tax and Excise Duties

18.600

18.600

(c) Customs duty

9.500

2.500

(d) Others (Claims against the Company not acknowledged as debts) (with interest thereon)

345.900

364.200

In respect of items (a) to (d) above, future cash outflows in respect of contingent liabilities are determinable only on receipt of judgments pending at various forums/authorities.

 

 

B. Guarantees

Counter indemnity for an amount of Rs. 1341.200 millions (31.3.2011 Rs. 1134.700 millions) issued in favour of banks which in turn have guaranteed loans granted by other banks abroad to PT Five Star Textile, Indonesia, (PTFS), a joint venture company as under:-

 

(i) Rs. 1166.700 millions (31.3.2012 Rs. 840.800 millions) in favour of IDBI Bank Limited against guarantees issued to Punjab National Bank International London for loans granted to PTFS secured by first Mortgage/charge over part of the land of the Company at Spring Mills at Mumbai admeasuring 46,442.13 square metres and buildings and structures thereon.

 

(ii) Rs. Nil (31.3.2012 Rs. 120.000 millions) in favour of IDBI Bank Limited against guarantees issued to Punjab National Bank International London for loans granted to PTFS is secured by fixed deposit of Rs. 125.100 millions earmarked in favour of IDBI Bank Limited.

 

(iii) Rs. 174.500 millions (31.3.2012 Rs. 173.900 millions) in favour of Bank of Bahrain and Kuwait, Bahrain for loans granted to PTFS secured by first Mortgage/charge over part of the land of the Company at Textile Mills at Mumbai admeasuring 89,819.85 square metres and plant and machinery, buildings and structures thereon. The Company has a pari passu charge on PTFS’s assets, which would cover the aforesaid indemnity amount.

 

 

C. Other money for which the company is contingently liable

Bills discounted

305.800

379.400

 

 

FIXED ASSETS:

 

TANGIBLE ASSETS

·         Freehold Land

·         Leasehold Land

·         Building

·         Office Equipments

·         Plant and Machinery

·         Furniture and Fixture

·         Motor Vehicles

 

INTANGIBLE ASSETS

·         Technical Know How

·         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.58.48

UK Pound

1

Rs.98.67

Euro

1

Rs.79.81

 

 

INFORMATION DETAILS

 

Information Gathered by :

SVA

 

 

Analysis Done by :

SUB

 

 

Report Prepared by :

NKT

 


 

SCORE & RATING EXPLANATIONS

 

SCORE FACTORS

 

RANGE

POINTS

HISTORY

1~10

6

PAID-UP CAPITAL

1~10

5

OPERATING SCALE

1~10

6

FINANCIAL CONDITION

 

 

--BUSINESS SCALE

1~10

6

--PROFITABILIRY

1~10

5

--LIQUIDITY

1~10

5

--LEVERAGE

1~10

5

--RESERVES

1~10

5

--CREDIT LINES

1~10

5

--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

 

48

 

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.