MIRA INFORM REPORT

 

 

Report Date :

12.09.2014

 

IDENTIFICATION DETAILS

 

Name :

MAHINDRA COMPOSITES LIMITED (w.e.f. 17.01.2007)

 

 

Formerly Known As :

SIRO PLAST LIMITED

 

 

Registered Office :

145, Nehru Nagar Road, Off. Mumbai-Pune Road, Pimpri, Pune-411018, Maharashtra

 

 

Country :

India

 

 

Financials (as on) :

31.03.2013

 

 

Date of Incorporation :

18.08.1982

 

 

Com. Reg. No.:

25-028040

 

 

Capital Investment / Paid-up Capital :

Rs.44.139 Millions

 

 

CIN No.:

[Company Identification No.]

L24117PN1982PLC028040

 

 

Legal Form :

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

 

 

Line of Business :

Manufacturer of Electrical Switchgear, Automotive, Medical Equipment, and also Power Distribution.

 

 

No. of Employees :

300 (Approximately) 

 

RATING & COMMENTS

 

MIRA’s Rating :

Ba (42)

 

RATING

STATUS

PROPOSED CREDIT LINE

41-55

Ba

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

Satisfactory

 

Maximum Credit Limit :

USD 585000

 

 

Status :

Satisfactory

 

 

Payment Behaviour :

Slow but correct

 

 

Litigation :

Exist

 

 

Comments :

Subject is a part of MAHINDRA AND MAHINDRA GROUP. It is an established company having satisfactory track record.

 

The company has incurred loss form its operational activities during the financial year 2012 and 2013.

 

However, the company gets good financial and managerial support from its group of companies.

 

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

 

The 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.

 

 

ECGC Country Risk Classification List – June 1, 2014

 

Country Name

Previous Rating

(31.03.2014)

Current Rating

(01.06.2014)

India

A1

A1

 

Risk Category

ECGC Classification

Insignificant

 

A1

Low

 

A2

Moderate

 

B1

High

 

B2

Very High

 

C1

Restricted

 

C2

Off-credit

 

D

 

 

INDIAN ECONOMIC OVERVIEW

 

N E W S

 

As per the latest IMF study, the total weigh of emerging markets in the GDP of the world on a purchasing power parity basis has seen a sizeable shift. It highlights how as against 51 % in 2005, the emerging economies now account for close to 56 % of the global purchasing power GDP as per the latest survey. And with the emerging economies growing at a faster rate than their developed counterparts, there are every possibility that the their share goes up further in the coming years.  China may surpass the US over the next few years.

 

Politics and economics are very intricately connected. They tend to influence each other in ways that could be very complex and far-reaching. The prospects of the India’s economy have been seriously compromised due to political corruption. High inflation, poor standard of living are to a great extent a result of rampant corruption in the country. China on the other hand, seems to be facing diametrically opposite challenge. American hedge fund manager Jim Chanos has been keenly following the political and economic development in the dragon economy and has figured out something that is quite worrying. He is of the view that the Chinese economy could be heading toward trouble on account of new Chinese President Xi Jingping’s very aggressive anti-corruption drive. Chanos believes tat many things such as apartment sales, luxury products, etc. were largely bought with dirty money. And it is now beginning to impact consumption. This may indeed be bad news for an economy that is struggling to transition from an investment-driven export-oriented economy to a domestic consumption-driven economy.

 

A study published by Firstpost has revealed that asset classes like real estate and equities were the biggest beneficiaries of the liberalization policies.  A firm called Ciane Analytics studied returns from assets including equities, gold, fixed deposits, G-Secs and real estate since 1991. Real estate outperformed every other asset classes during the 23-year period with an annualized return of 20 % ! Equities came in second with annualized return of 15.5 % ! However, while these returns may seem mouthwatering, the fact is that the return from equities adjusted for inflation came down to just 7.1 %.

 

Some brief news are as under

. R-Power to buy Jaypee’s hydro assets

. Investors await justice in NSEL case

. India seeks MFN status from Pakistan ahead of meeting

. Ukrain’s clashes with rebels hinder MH17 crash investigation

. India exploring merger of state-owned hydro PSUs

..Higher costs weigh down profit growth to slowest in 9 quarters

..Wal-Mart to expand wholesale business in India

. GMR group moves to strengthen balance sheet

. Central Bank to sell 4 % stake to Life Insurance Corporation

. Tata Chemicals plans to raise up to Rs 10000 mn.

 

EXTERNAL AGENCY RATING

 

Rating Agency Name

CRISIL

Rating

Long Term Rating Loan BBB+

Rating Explanation

Moderate degree of safety and moderate credit risk.

Date

28.07.2014

 

 

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 31-03-2014.

 

 

INFORMATION PARTED BY (GENERAL DETAILS)

 

Name :

Mr. Ravi Girisagar

Designation :

Marketing Manager

Contact No.:

91-9011762929

Date :

06.09.2014

 

LOCATIONS

 

Registered / Head Office / Factory 1 :

145, Nehru Nagar Road, Off. Mumbai-Pune Road, Pimpri, Pune-411018, Maharashtra, India

Tel. No.:

91-20- 27425265 / 66 / 66300946

Mobile No.:

91- 9011762929 (Mr. Ravi Girisagar)

Fax No.:

91- 20-27425272

E-Mail :

iut@eth.net

girisagar.ravi@mahindracomposites.com

info@mahindracomposites.com

Website :

www.mahindracomposites.com

Location :

Owned

 

 

Factory 2 :

Survey No. 178/0, Village Sale, Post : Vigawali, Mumbai – Goa Highway, Tal. Mangaon, District Raigad – 402104, Maharashtra, India

Tel. No.:

91-2140-263128/112

Fax No.:

91-2140-263145

 

 

DIRECTORS

 

As on 31.03.2013

 

Name :

Mr. Hemant Luthra

Designation :

Chairman

 

 

Name :

Mr. B M Kataria

Designation :

Director

 

 

Name :

Mr. R R Krishnan

Designation :

Director

 

 

Name :

Mr. C S Devale

Designation :

Director

 

 

Name :

Mr. Dhananjay Mungale

Designation :

Director

 

 

Name :

Mr. Romesh Kaul

Designation :

Director  (w.e.f. 6th February, 2013)

 

KEY EXECUTIVES

 

Name :

Mr. Mahadev Shinde

Designation :

Chief Operating Officer

 

 

Name :

Mr. Vijayendra Kolambkar

Designation :

Chief Financial Officer

 

 

Name :

Mr. Ravi Girisagar

Designation :

Marketing Manager

 

 

MAJOR SHAREHOLDERS / SHAREHOLDING PATTERN

 

As on 31.12.2013

 

Category of Shareholder

Total No. of Shares

% 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.gifBodies Corporate

416000

9.42

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

416000

9.42

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

 

 

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

2725819

61.74

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

2725819

61.74

Total shareholding of Promoter and Promoter Group (A)

3141819

71.16

(B) Public Shareholding

 

 

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

 

 

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

1600

0.04

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

2050

0.05

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

3650

0.08

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

 

 

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

89998

2.04

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

1031349

23.36

http://www.bseindia.com/include/images/clear.gifIndividual shareholders holding nominal share capital in excess of Rs0.100

110436

2.50

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

38016

0.86

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

38016

0.86

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

1269799

28.76

Total Public shareholding (B)

1273449

28.84

Total (A)+(B)

4415268

100.00

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

 

 

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)

4415268

0.00

 

 

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

 

Name of the Shareholder

Details of Shares held

No. of Shares held

% of grand total

Participaciones Internacionales Automel, DOS S L

27,25,819

61.74

Prudential Management and Services Pvt Ltd

4,16,000

9.42

Total

31,41,819

71.16

 

(*) 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

 

Name of the Shareholder

No. of Shares held

% of Total No. of Shares

Dipak Kanayalal Shah

71735

1.62

Total

71735

1.62

 

 

BUSINESS DETAILS

 

Line of Business :

Manufacturer of Electrical Switchgear, Automotive, Medical Equipment, and also Power Distribution.

 

 

Brand Name :

·         SAROVAR

·         ELECTRA

 

 

Exports :

 

Countries :

USA

 

 

Imports :

 

Countries :

China

 

 

Terms :

 

Selling :

Credit (60 Days)

 

 

Purchasing :

Credit (60 Days)

 

 

 

GENERAL INFORMATION

 

Customers :

OEMs

·         L and T

·         Tata Engineering and Locomotive Company Limited

·         Ashok Leyland Limited

·         TVS Suzuki Limited

·         Swaraj Mazda Limited

·         Mahindra and Mahindra Limited

·         Volvo

·         ABB

·         Siemens

·         GE Power Control

·         Havells

 

 

No. of Employees :

300 (Approximately) 

 

 

Bankers :

  • HDFC Bank Limited, Bhandarkar Road, Branch
  • Citi Bank

 

 

Facilities :

SECURED LOANS

31.03.2013

(Rs. In Millions)

31.03.2012

(Rs. In Millions)

LONG TERM BORROWINGS

 

 

Term Loan

 

 

From Bank

 

 

Secured by hypothecation of vehicles purchased out of the said loan

1.189

0.351

Secured by hypothecation of Equipments purchased out of the said loan

4.536

7.131

 

 

 

SHORT TERM BORROWINGS

 

 

Loans repayable on demand

 

 

From banks

 

 

Working capital demand loan, cash credit and post shipment export credit (secured by hypothecation of movable assets including stocks and book debts)

16.808

51.889

 

 

 

Total

22.533

59.371

 

Banking Relations :

--

 

 

Auditors :

 

Name :

Deloitte Haskins and Sells

Chartered Accountants

Address :

706, B Wing , 7th Floor, ICC Trade Tower, Senapati Bapat Road, Pune  - 411016, Maharashtra, India

 

 

CAPITAL STRUCTURE

 

 

After 27.09.2013

 

Authorised Capital : Rs. 150.000 Million

 

Issued Capital Subscribed & Paid-up Capital : Rs. 44.153 Million

 

 

As on 31.03.2013

 

Authorised Capital :

No. of Shares

Type

Value

Amount

 

 

 

 

15000000

Equity Shares

Rs.10/- each

Rs.150.000 Millions

 

 

 

 

 

Issued Capital :

No. of Shares

Type

Value

Amount

 

 

 

 

4414974

Equity Shares

Rs.10/- each

Rs.44.150 Millions

 

 

 

 

 

Subscribed & Paid-up Capital :

No. of Shares

Type

Value

Amount

 

 

 

 

4413924

Equity Shares

Rs.10/- each

Rs.44.139 Millions

 

 

 

 

 

Reconciliation of the no. of shares outstanding at the beginning and at the end of the year:

 

Particulars

31.03.2013

 

Number of shares

Rs. In Millions

No of shares outstanding at the beginning of the year

4413924

44.139

Add: Additional shares issued during the year under Employee Stock Option Scheme

--

--

Number of shares outstanding at the end of the year

4413924

44.139

 

 

NOTE:

 

(i)       Number of shares held by each shareholder holding more than 5% shares in the company are as follows:

 

Particulars

31.03.2013

 

Number of shares Held

% holding in

that class of shares

Mahindra and Mahindra Limited

1,341,203

30.39%

Prudential Management and Services Private Limited

1,341,203

9.42%

Azrael Investments Limited

--

--

 

 

(ii)     The Company has only one class of shares referred to as equity shares having a face value of Rs.10 per share. Each holder of equity shares is entitled to one vote per share. The Company declares and pays dividends to its shareholders which are proposed by the Boards of Directors and approved by the shareholders at the Annual General Meeting. In the event of liquidation of Company, the equity shareholders will be entitled to receive any of the remaining assets of the Company, after distribution of preferential amounts. However, no such preferential amounts exist currently. The distribution will be in proportion to the number of equity shares held by the shareholders.

 

(iii)    Shares granted and issued under the Employee Stock Option Scheme.

 

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

44.139

44.139

44.040

(b) Reserves & Surplus

102.183

111.969

120.691

(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)

146.322

156.108

164.731

 

 

 

 

(3) Non-Current Liabilities

 

 

 

(a) long-term borrowings

5.725

7.482

9.386

(b) Deferred tax liabilities (Net)

4.400

4.100

2.700

(c) Other long term liabilities

0.000

0.000

0.000

(d) long-term provisions

0.000

1.251

4.400

Total Non-current Liabilities (3)

10.125

12.833

16.486

 

 

 

 

(4) Current Liabilities

 

 

 

(a) Short term borrowings

66.808

76.889

46.248

(b) Trade payables

75.120

63.604

64.063

(c) Other current liabilities

19.798

14.642

13.862

(d) Short-term provisions

23.805

27.393

12.394

Total Current Liabilities (4)

185.531

182.528

136.567

 

 

 

 

TOTAL

341.978

351.469

317.784

 

 

 

 

II.          ASSETS

 

 

 

(1) Non-current assets

 

 

 

(a) Fixed Assets

 

 

 

(i) Tangible assets

93.911

102.593

91.959

(ii) Intangible Assets

0.978

1.326

0.106

(iii) Capital work-in-progress

7.940

0.130

1.778

(iv) Intangible assets under development

0.000

0.000

0.000

(b) Non-current Investments

0.000

0.000

0.000

(c) Deferred tax assets (net)

0.000

0.000

0.000

(d)  Long-term Loan and Advances

2.302

6.259

3.292

(e) Other Non-current assets

0.090

0.359

0.628

Total Non-Current Assets

105.221

110.667

97.763

 

 

 

 

(2) Current assets

 

 

 

(a) Current investments

0.000

0.000

0.000

(b) Inventories

57.386

38.367

40.150

(c) Trade receivables

147.326

180.347

149.885

(d) Cash and cash equivalents

3.763

2.966

6.762

(e) Short-term loans and advances

28.013

18.853

22.955

(f) Other current assets

0.269

0.269

0.269

Total Current Assets

236.757

240.802

220.021

 

 

 

 

TOTAL

341.978

351.469

317.784

 

 

PROFIT & LOSS ACCOUNT

 

 

PARTICULARS

31.03.2013

31.03.2012

31.03.2011

 

SALES

 

 

 

 

Income

503.444

562.393

523.445

 

Other Income

0.620

4.778

6.072

 

TOTAL (A)

504.064

567.171

529.517

 

 

 

 

 

Less

EXPENSES

 

 

 

 

Cost of Materials Consumed

357.754

376.657

351.769

 

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

(9.003)

0.993

(1.482)

 

Employees benefits expense

49.693

56.154

46.238

 

Exceptional Item

0.000

21.400

0.000

 

Other expenses

86.613

89.149

76.198

 

TOTAL (B)

485.057

544.353

472.723

 

 

 

 

 

Less

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

19.007

22.818

56.794

 

 

 

 

 

Less

FINANCIAL EXPENSES (D)

11.243

9.841

8.639

 

 

 

 

 

 

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

7.764

12.977

48.155

 

 

 

 

 

Less/ Add

DEPRECIATION/ AMORTISATION (F)

17.250

14.535

10.667

 

 

 

 

 

 

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

(9.486)

(1.558)

37.488

 

 

 

 

 

Less

TAX (I)

0.300 

7.535 

13.152 

 

 

 

 

 

 

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

(9.786)

(9.093)

24.336

 

 

 

 

 

Add

PREVIOUS YEARS’ BALANCE BROUGHT FORWARD

85.694

94.786

82.512

 

 

 

 

 

Less

APPROPRIATIONS

 

 

 

 

 

Transfer to General Reserve

0.000

0.000

1.825

 

 

Dividend

0.000

0.000

8.808

 

 

Income tax on distributed profit

0.000

0.000

1.429

 

BALANCE CARRIED TO THE B/S

75.908

85.694

94.786

 

 

 

 

 

 

EARNINGS IN FOREIGN CURRENCY

 

 

 

 

 

FOB value of exports

43.054

45.212

30.190

 

TOTAL EARNINGS

43.054

45.212

30.190

 

 

 

 

 

 

IMPORTS

 

 

 

 

 

Raw Materials

66.356

76.117

82.632

 

 

Components and Spares

0.000

0.477

0.937

 

 

Capital Goods

--

--

0.643

 

TOTAL IMPORTS

66.356

76.594

84.212

 

 

 

 

 

 

Earnings / (Loss) Per Share (Rs.)

(2.22)

(2.06)

5.50

 

 

Particulars

 

 

 

31.03.2014

Sales Turnover (Approximately)

 

 

660.000

 

 

 

 

 

Expected Sales (2014-15) : Rs. 720.000 Million

 

The above information has been parted by Mr. Ravi Girisagar

 

KEY RATIO

PARTICULARS

 

 

31.03.2013

31.03.2012

31.03.2011

PAT / Total Income

(%)

(1.94)

(1.61)

4.65

 

 

 

 

 

Net Profit Margin

(PBT/Sales)

(%)

(1.88)

(0.28)

7.16

 

 

 

 

 

Return on Total Assets

(PBT/Total Assets}

(%)

(2.84)

(0.45)

11.86

 

 

 

 

 

Return on Investment (ROI)

(PBT/Networth)

 

(0.06)

(0.01)

0.23

 

 

 

 

 

Debt Equity Ratio

(Total Debt/Networth)

 

0.49

0.54

0.34

 

 

 

 

 

Current Ratio

(Current Asset/Current Liability)

 

1.28

1.32

1.61

 

FINANCIAL ANALYSIS

[all figures are in Rupees Millions]

 

DEBT EQUITY RATIO

 

Particular

31.03.2011

31.03.2012

31.03.2013

 

(INR in Mlns.)

(INR in Mlns.)

(INR in Mlns.)

Share Capital

44.040

44.139

44.139

Reserves & Surplus

120.691

111.969

102.183

Net worth

164.731

156.108

146.322

 

 

 

 

long-term borrowings

9.386

7.482

5.725

Short term borrowings

46.248

76.889

66.808

Total borrowings

55.634

84.371

72.533

Debt/Equity ratio

0.338

0.540

0.496

 

 

 

 

YEAR-ON-YEAR GROWTH

 

Year on Year Growth

31.03.2011

31.03.2012

31.03.2013

 

(INR in Mlns)

(INR in Mlns)

(INR in Mlns)

Sales

523.445

562.393

503.444

 

 

7.441

(10.482)

 

 

 

 

NET PROFIT MARGIN

 

Net Profit Margin

31.03.2011

31.03.2012

31.03.2013

 

(INR in Mlns)

(INR in Mlns)

(INR in Mlns)

Sales

523.445

562.393

503.444

Profit

24.336

(9.093)

(9.786)

 

4.65%

(1.62%)

(1.94%)

 

 

LOCAL AGENCY FURTHER INFORMATION

 

CURRENT MATURITIES OF LONG TERM DEBTS

 

Particulars

31.03.2013

(Rs. In Millions)

31.03.2012

(Rs. In Millions)

31.03.2011

(Rs. In Millions)

Current maturities of long-term debt

 

 

 

Term loans–from banks–Secured

 

 

 

(i) Secured by hypothecation of vehicles purchased out of the said loan

1.020

1.028

1.302

(ii) Secured by hypothecation of Equipments purchased out of the said loan

2.582

2.601

2.221

From other parties–Secured

 

 

 

Secured by hypothecation of vehicles purchased out of the said loan

--

0.023

0.127

Interest accrued but not due on borrowings

1.106

0.629

0.082

Unclaimed dividends #

1.189

1.352

1.245

Other payables

 

 

 

Advances from customers

5.246

0.523

2.053

Payables on purchase of fixed assets

1.548

1.697

1.079

Statutory and other dues

5.183

5.211

5.752

Other dues

1.923

1.578

0.000

 

 

 

 

Total

19.797

14.642

13.861

 

# there is no amounts which are due and payable to the Investor Education and Protection Fund.

 

 

Sr. No.

Check List by Info Agents

Available in Report (Yes / No)

1]

Year of Establishment

Yes

2]

Locality of the firm

Yes

3]

Constitutions of the firm

Yes

4]

Premises details

No

5]

Type of Business

Yes

6]

Line of Business

Yes

7]

Promoter's background

No

8]

No. of employees

No

9]

Name of person contacted

No

10]

Designation of contact person

No

11]

Turnover of firm for last three years

Yes

12]

Profitability for last three years

Yes

13]

Reasons for variation <> 20%

-----

14]

Estimation for coming financial year

Yes

15]

Capital in the business

Yes

16]

Details of sister concerns

No 

17]

Major suppliers

No

18]

Major customers

No

19]

Payments terms

No

20]

Export / Import details (if applicable)

Yes

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

Bench:- Bombay

Lodging No. :

OLRL/315/2014

Failing Date:-

03/09/2014

Reg. No :-

OLR/315/2014

Reg. Date :-

03/09/2014

 

Petitioner:-

THE OFFICIAL LIQUIDATOR HIGH COURT E

Respondent:-

MAHINDRA COMPOSITES LIMITED

Petn.Adv:-

THE OFFICIAL LIQUIDATOR

Resp. Adv.:

0 (0)

District:-

MUMBAI

 

Bench:-

SINGLE

Category:-

AMALGAMATION (SCHEME) u/s 391 to 395

Status:-

Pre-Admission

Stage:-

OLR FOR APPOINTMENT FOR C.A.

Last Date:-

05/09/2014

 

Last Coram:-

HON’BLE SHRI JUSTICE S.J. KATHAWALLA 

 

 

Act. :

Income Tax Act,1956

 

 

 

 

UNSECURED LOANS

 

PARTICULAR

31.03.2013

(Rs. In Millions)

31.03.2012

(Rs. In Millions)

SHORT TERM BORROWINGS

 

 

From other than related parties

 

 

Inter corporate deposit

50.000

25.000

 

 

 

Total

50.000

25.000

 

INDEX OF CHARGES

 

S.No.

Charge ID

Date of Charge Creation/Modification

Charge amount secured

Charge Holder

Address

Service Request Number (SRN)

1

10464740

20/11/2013

20,000,000.00

HDFC BANK LIMITED

HDFC Bank Housesenapati Bapat Marg, Lower Parel West, Mumbai- 400013, Maharashtra, India

B91361451

2

10254503

27/11/2010

65,000,000.00

HDFC BANK LIMITED

HDFC Bank Housesenapati Bapat Marg, Lower Parel West, Mumbai- 400013, Maharashtra, India

B01148154

3

10220915

12/05/2010

12,500,000.00

THE KARUR VYSYA BANK LTD

Building No. 5, Bakre Apartments, Near Shivaji Chowk, Kothrud, Pune, Maharashtra - 411038, India

A86659471

4

90088819

03/09/2010 *

50,000,000.00

CITIBANK N. A.

2413 Kumar Capital, East Street, Pune- 411001, Maharashtra, INDIA

A95293221

 

* Date of charge modification

 

 

OPERATIONS:

 

Sales of the Company were lower by 11% in F13. The continued slowdown in Construction, Engineering, Infrastructure, Automobile, Electrical Switchgear industries impacted both the compound and component sales.  Company produces SMC/DMC compounds and sells them to Electrical Switchgear OEMs and their moulding vendors. The Company itself moulds a portion of these compounds to produce automotive components and own products like ‘Electra’ and ‘Sarovar’. Component business was down by 19% and the compound business by 6%. However Company could retain the overall market share in the business.

 

Though the component business was significantly lower than the previous year, Electra received better orders and as a result its sales grew by 16%. Last year’s investment to increase product range is giving results. However some of the orders received have been postponed to next year due to slow movement in infrastructural development in the country. Electra is being used in 8 states and is reaching the mark of 300,000 units sold.

 

Company has launched new product, SMC Panel Water Tank with brand name ‘Sarovar’ on Mahindra Group’s founder day 2nd October, 2012. During Q4, they bagged substantial orders which will fructify into sales next year.

 

Rising input cost and rupee depreciation continue to reduce margins. Although initiatives of using alternative materials and sources resulted in limiting this impact, reduced volumes in market did not allow passing on all the cost increase to customers. The precision dispensing system has been commissioned for reducing waste and increasing consistency of product performance.

 

The Company has emphasized sustainability and both the plants have been certified for ISO 14001 and OHSAS 18001. This is helping to control wastages.

 

SCHEME OF AMALGAMATION:

 

As a part of Mahindra Group Strategy to consolidate the auto components business and formation of global alliance with CIE Automotive, Spain, the Board of Directors of the Company at their meeting held on June 15, 2013, duly considering the recommendation of the Audit Committee and subject to regulatory approvals, have approved a Scheme of Amalgamation under Section 391 to 394 of the Companies Act, 1956, involving the Company, the Mahindra Forgings Limited ("Transferee Company"), with effect from 1st October, 2013.("The Scheme").

 

The Scheme is the second step in the formation of the global alliance and will be filed post the completions of the conditions precedents to the relevant agreements and the closing of the share transfer of three companies viz. Mahindra Forgings Limited, Mahindra Hinoday Industries Limited and Mahindra Composites Limited by Mahindra and Mahindra Limited to CIE Group. The Scheme once filed will be subject to the requisite approvals. M/s. N M Raiji and Company, Chartered Accountants and M/s. S R Batliboi and Company LLP have recommended a share exchange ratio of 90 Equity shares of Rs.10/- each in Mahindra Forgings Limited for every 100 Equity shares of Rs.10/- each held by the shareholders of Mahindra Composites Limited. SBI Capital Markets, Merchant Bankers have provided the fairness opinion on the share exchange ratio.

 

 

MANAGEMENT DISCUSSION AND ANALYSIS

 

OVERVIEW

 

Subject is one of India's leading players in the field of composites supplying SMC/DMC compounds and components to the electrical switchgear, power distribution, automotive and medical equipment industry. MCL operates out of two plants, one at Mangaon, Dist. Raigad and the other in Pimpri, Pune. The plant at Mangaon has a capacity of 15000 MT of SMC/DMC compound manufacturing. The SMC/DMC component manufacturing plant at the same location has 6 compression moulding presses ranging from 100 MT to 500 MT capacities. There are also 3 RTM stations and hand-lay-up setup to manufacture components. The plant at Pimpri houses additional 6 compression moulding presses along with an innovation lab which focuses on product concept, design and engineering.

 

They sell SMC/DMC compounds to electrical switchgear OEMs like L and T, Schneider, Legrand, Siemens and ABB etc. who in turn sell switchgears largely to the construction industry. The electrical switchgear industry is the key end user of the company’s products and accounts for almost 70% of MCL’s revenue.

 

They sell moulded components to the power distribution industry, under the brand name ‘Electra’.

 

They sell moulded body parts with and without painting to Auto and Tractor OEMs. The component business for both the electrical and automotive market has been developed in the last few years.

 

INDUSTRY OUTLOOK

 

F13 saw a slow down as it was in F12 in the Electrical Switch Gear Industry influenced mainly by the slowdown in the Construction Industry and new industrial projects getting stalled or postponed. This phenomenon is expected to reduce growth of the domestic switchgear market in the coming years. The sales of leading electrical switchgear OEMs have also been impacted. There is also increasing competition in this market with the entry of new manufacturers of SMC/DMC compounds with the latest manufacturing know-how.

 

The power distribution market remained flat during the year. Consequently, the implementation of power infrastructure projects is slowing down.

 

The automotive market is accepting new applications of composites products but as an industry it also slowing down resulting in postponement of development and new launches by OEMs.

 

PERFORMANCE

 

Due to slowdown in our target industries (electrical switchgear, power distribution and automotive industries) our compound and component volumes were low as compared to F12. However, Company has retained overall market share in-spite of increased competition. They have launched new product panelled water tank named “Sarovar” in Indian market and bagged good orders for F14.

 

OUTLOOK F-14

 

The Company has taken up a modest target for growth.

 

Electrical Switch Gear OEMs have predicted almost flat sales as F13 and they will focus on optimising profitability in this segment. However there are new entrants in this market whom MCL had approached for product approvals and successfully obtained and it will ensure that there is growth in the medium term.

 

In F14 we will ensure that the “Electra” orders in hand are pushed to the market in the power distribution segment. The “Channel Partner” network to sale “Sarovar” will be increased to cover the sales in country and significant revenue will be added during F14.Given the current and expected slowdown in the approval of infrastructure projects, the GRP Pipe Project was put on hold and as a matter of abundant precaution the expected expenses as a result of holding of a project were already provided for in F12. Since there is no change in market situation, they will continue with our decision.

 

 

FIXED ASSETS

 

·         Leasehold Land

·         Improvements to Leasehold Premises

·         Buildings

·         Plant and Machinery

·         Furniture and Fixture

·         Vehicles

·         Office equipment

·         Computers


 

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 exist to suggest that the property or assets of the subject are derived from criminal conduct or a prohibited transaction.

 

4]         Record on Financial Crime :

            Charges or conviction registered against subject:                                                              None

 

5]         Records on Violation of Anti-Corruption Laws :

            Charges or investigation registered against subject:                                                          None

 

6]         Records on Int’l Anti-Money Laundering Laws/Standards :

            Charges or investigation registered against subject:                                                          None

 

7]         Criminal Records

No available information exist that suggest that subject or any of its principals have been formally charged or convicted by a competent governmental authority for any financial crime or under any formal investigation by a competent government authority for any violation of anti-corruption laws or international anti-money laundering laws or standard.

 

8]         Affiliation with Government :

No record exists to suggest that any director or indirect owners, controlling shareholders, director, officer or employee of the company is a government official or a family member or close business associate of a Government official.

 

9]         Compensation Package :

Our market survey revealed that the amount of compensation sought by the subject is fair and reasonable and comparable to compensation paid to others for similar services.

 

10]        Press Report :

            No press reports / filings exists on the subject.

 

CORPORATE GOVERNANCE

 

MIRA INFORM as part of its Due Diligence do provide comments on Corporate Governance to identify management and governance. These factors often have been predictive and in some cases have created vulnerabilities to credit deterioration.

 

Our Governance Assessment focuses principally on the interactions between a company’s management, its Board of Directors, Shareholders and other financial stakeholders.

 

 

CONTRAVENTION

 

Subject is not known to have contravened any existing local laws, regulations or policies that prohibit, restrict or otherwise affect the terms and conditions that could be included in the agreement with the subject.

 

 

FOREIGN EXCHANGE RATES

 

Currency

Unit

Indian Rupees

US Dollar

1

Rs.60.82

UK Pound

1

Rs.98.14

Euro

1

Rs.78.65

 

 

INFORMATION DETAILS

 

Information Gathered by :

DIP

 

 

Analysis Done by :

KAR

 

 

Report Prepared by :

ART

 

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

5

--PROFITABILIRY

1~10

--

--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

YES

--AFFILIATION

YES/NO

YES

--LISTED

YES/NO

YES

--OTHER MERIT FACTORS

YES/NO

YES

DEFAULTER

 

 

--RBI

YES/NO

NO

--EPF

YES/NO

NO

TOTAL

 

42

 

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.