MIRA INFORM REPORT

Report Date :

27.09.2014

IDENTIFICATION DETAILS

Name :	TEXMACO RAIL AND ENGINEERING LIMITED [w.e.f.23.04.2010]
Formerly Known As :	TEXMACO MACHINES LIMITED [w.e.f.03.03.2010] TEXMACO MACHINES PRIVATE LIMITED
Registered Office :	Belgharia, 24 Paraganas (North), Kolkata - 700056, West Bengal
Country :	India
Financials (as on) :	31.03.2014
Date of Incorporation :	25.06.1998
Com. Reg. No.:	21-087404
Capital Investment / Paid-up Capital :	Rs. 182.027 Millions
CIN No.: [Company Identification No.]	L29261WB1998PLC087404
TAN No.: [Tax Deduction & Collection Account No.]	CALT02347C
PAN No.: [Permanent Account No.]	AABCT2592E
Legal Form :	A Public Limited Liability Company. The Company’s Shares are Listed on the Stock Exchanges.
Line of Business :	Manufacturing of Rolling Stock, Hydro Mechanical Equipments, Steel Castings, Agricultural and other equipments.
No. of Employees :	1534 [Approximately]

RATING & COMMENTS

MIRA’s Rating :

Ba (45)

RATING		STATUS	PROPOSED CREDIT LINE
41-55	Ba	Overall operation is considered normal. Capable to meet normal commitments.	Satisfactory

Status :	Satisfactory
Payment Behaviour :	Usually Correct
Litigation :	Clear
Comments :	Subject is a part of “Adventz Group”. It is an established company having satisfactory track record. Trade relations are fair. Business is active. Payment terms are reported as usually correct. In view of extensive experience of the promoters, 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

Verdict Implications : Apex court order may alter coal import dynamics. Traders go slow on talks over coal supply contracts, uncertainty over cancellation of blocks weigh on stocks.

Recent arrest of the Chennai head of the Registrar of Companies, the ministry of corporate affairs arm that ensures that companies file all the information required by the Companies Act is the latest manifestation of a messy fight between a father and his adopted son for the control of Rs 40000 mn business empire. The Central Bureau of Investigation arrested Manumeethi Cholan after he accepted Rs 10 lakhs as bribe from M A M Ramaswamy, a CBI official said.

Central Bureau of Investigation books Electrotherm for cheating Central Bank of Rs 4360 mn.

Infosys maintains revenue guidance. COO Rao says attrition still an area of concern and it would take a few more quarters to bring down levels to 13-15 %.

DHL to invest Euro 100 mn in India over next 2 years. The firm has chosen India to pilot its e-commerce business model for the Asia-Pacific region.

Blackstone may buy stake in BlueRidge SEZ in line with the fund’s real estate strategy in India.

Kingfisher Airlines Ltd grounded in October 2012 under the weight of heavy debt and accumulated losses, recently approached the Delhi high court for relief in two separate cases. The airline challenged a notice by Punjab & National Bank alleging that it had willfully defaulted on Rs 7700 mn of loans and sought more time to comply with the requirements under the listing agreements with the Stock Exchanges.

OnMobile likely to sack another 300 employees. The lay-offs follow a spate of senior-level exits over the past two years, starting with of its founder. The overall lay-offs could number around 600 and are driven by the need to cut costs, says a former employee.

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. J.C. Sharma
Designation :	Internal Auditor
Contact No.:	91-33-25411631
Date :	24.09.2014

LOCATIONS

Registered/ Administrative Office :	Belgharia, 24 Paraganas (North), Kolkata - 700056, West Bengal, India
Tel. No.:	91-33-25691500
Fax No.:	91-33-25412448/ 2452
E-Mail :	ak.vijay@texmaco.in p.batra@texmaco.in
Website :	http://www.texmaco.in
Corporate Office :	Birla Building, 9/1, R N Mukherjee Road, Kolkata - 700001, West Bengal, India
Tel. No.:	91-33-22425356/ 22131680/ 30573700
Fax No.:	91-33-22425833
Engineering Center :	Agarpara, Kolkata - 700056, West Bengal, India
Tel. No.:	91-33-25691500
Factories :	Located at: Heavy Engineering: · Agarpara Sodepur Panihati Steel Foundry: · Belgharia   Panihati
Regional Offices :	Located at: · New Delhi Mumbai

DIRECTORS

AS ON 31.03.2014

Name :	Mr. Saroj Kumar Poddar
Designation :	Executive Chairman
Date of Birth/Age :	69 Years
Qualification :	B. Com. (Hons.)
Experience :	45 Years
Name :	Mr. Ramesh Maheshwari
Designation :	Executive Vice Chairman
Date of Birth/Age :	81 Years
Qualification :	M. Com., L.L.B.
Experience :	58 Years
Name :	Mr. A. C. Chakrabortti
Designation :	Director
Date of Birth/Age :	83 Years
Qualification :	B. Com, F. C. A. F. C. A. - England and Wales
Expertise in specific functional areas :	· Retired as Managing Partner of S. R. Batliboi and Company and Ernst and Young. Also held the position of President of the ICAI. Has been a Member of the Governing Committee of the International Federation of Accountants, New York.
Date of Appointment :	25.09.2010
Name :	Mr. Sampath Dhasarathy
Designation :	Director
Name :	Mr. D. R. Kaarthikeyan
Designation :	Director
Name :	Mr. Hemant Kanoria
Designation :	Director
Date of Birth/Age :	51 Years
Qualification :	B. Com (Hons.)
Expertise in specific functional areas :	· Chairman and Managing Director of Srei Infrastructure Finance Limited Has been engaged in infrastructure sector for over twenty years Honorary Board Member of the Centre for Global Dialogue & Co-operation – CGDC, Vienna Member, Indo-German Chamber of Commerce Former Chairman - National Committee on Infrastructure of Federation of Indian Chambers of Commerce and Industry (FICCI) Former President, Calcutta Chamber of Commerce Served as Member in Regional Direct Taxes Advisory Committee, Government of India Former Member of Board of Governors, Indian Institute of Management Calcutta (IIMC)
Date of Appointment :	21.10.2011
Name :	Mr. Sunil Mitra
Designation :	Director
Date of Birth/Age :	63 Years
Qualification :	B. Sc (Hons.)
Expertise in specific functional areas :	· Had a public service career spanning over three and a half decades. Held the offices of Disinvestment Secretary, Revenue and Finance Secretary, GoI during which, he spearheaded important policy initiatives in public finance at the national level, including a new disinvestment policy and far-reaching taxation reforms. In appointments under the West Bengal Government, he is credited with the design and implementation of significant policy reform initiatives in the State owned Public Sector Enterprises and the State’s power sector.
Date of Appointment :	05.11.2012
Name :	Mr. Akshay Poddar
Designation :	Director
Name :	Mr. Damodar Hazarimal Kela
Designation :	Executive Director
Date of Birth/Age :	74 Years
Qualification :	B. Sc, L.L.B
Expertise in specific functional areas :	· Has served several positions in the Indian Police Service Was Director of the Central Bureau of Investigation of India; and Director-General in the National Human Rights Commission Functioned as Director of Trade Promotion in Australia and as a Diplomat and Head of Chancery First Secretary, Consular Division of the Embassy of India in Moscow Conferred with Padma Shri Award in 2010
Experience :	49 Years
Date of Appointment :	02.09.2011
Name :	Mr. Sandeep Fuller
Designation :	Executive Director

KEY EXECUTIVES

Name :	Mr. A. K. Vijay
Designation :	Chief Financial Officer and Secretary
Name :	Mr. J.C. Sharma
Designation :	Internal Auditor

MAJOR SHAREHOLDERS / SHAREHOLDING PATTERN

AS ON 30.06.2014

Category of Shareholder	Total No. of Shares	As a %
(A) Shareholding of Promoter and Promoter Group
(1) Indian
Individuals / Hindu Undivided Family	3622900	1.99
Bodies Corporate	111504110	61.26
Sub Total	115127010	63.25
(2) Foreign
Total shareholding of Promoter and Promoter Group (A)	115127010	63.25
(B) Public Shareholding
(1) Institutions
Mutual Funds / UTI	38072310	20.92
Financial Institutions / Banks	3178225	1.75
Insurance Companies	10	0.00
Foreign Institutional Investors	6153945	3.38
Sub Total	47404490	26.04
(2) Non-Institutions
Bodies Corporate	7909233	4.35
Individuals
Individual shareholders holding nominal share capital up to Rs. 0.100 Million	9048929	4.97
Individual shareholders holding nominal share capital in excess of Rs. 0.100 Million	712064	0.39
Any Others (Specify)	1824864	1.00
Trusts	5000	0.00
Non Resident Indians	744021	0.41
Hindu Undivided Families	648283	0.36
Clearing Members	263510	0.14
Employees	159500	0.09
Enemy Individuals	4550	0.00
Sub Total	19495090	10.71
Total Public shareholding (B)	66899580	36.75
Total (A)+(B)	182026590	100.00
(C) Shares held by Custodians and against which Depository Receipts have been issued
(1) Promoter and Promoter Group	0	0.00
(2) Public	0	0.00
Sub Total	0	0.00
Total (A)+(B)+(C)	182026590	100.00

BUSINESS DETAILS

Line of Business :

Manufacturing of Rolling Stock, Hydro Mechanical Equipments, Steel Castings, Agricultural and other equipments.

GENERAL INFORMATION

No. of Employees :

1534 [Approximately]

Bankers :

· State Bank of India

ICICI Bank Limited

HDFC Bank Limited

Yes Bank Limited

Axis Bank Limited

Facilities :

SECURED LOANS	31.03.2014 (Rs. In Millions)	31.03.2013 (Rs. In Millions)
LONG-TERM BORROWINGS
From Bank Foreign Currency Term Loan (FCTL)	72.421	91.896
Car Loan	3.863	0.000
SHORT TERM BORROWINGS
Loans Repayable on Demand From Banks Cash Credit	897.384	755.600
Export Packing Credit	10.380	141.970
Total	984.048	989.466
LONG-TERM BORROWINGS Term Loan from Bank is secured against the Fixed Assets created from such loan. The FCTL loan is payable in balance 7 half yearly installments payable in June and December each year. Car Loan is secured by hypothecation of Car. SHORT TERM BORROWINGS Cash Credit facilities are secured by hypothecation of 1st charge on stocks, book debts and other current assets and 2nd charge on Fixed Assets. Cash Credit facilities is also cover by the 1st charge on immovable properties at Delhi to the extent of Rs. 500.000 Millions and also corporate guarantee of Texmaco Infrastructure and Holdings Limited to the extent of value of immovable property at Delhi.

Banking Relations :	--
Auditors :
Name :	K.N. Gutgutia and Company Chartered Accountants
Address :	Kolkata, West Bengal, India
Tel. No.:	91-33-22873735/ 56
Fax No.:	91-33-22873756
E-Mail :	kng_kol@vsnl.net
Associate Company :	· Texmaco Infrastructure and Holdings Limited Kalindee Rail Nirman (Engineers) Limited
Joint Venture :	· Texmaco UGL Rail Private Limited Touax Texmaco Railcar Leasing Private Limited.
Group Company where transaction exists :	· Zuari Investments Limited Duke Commerce Limited Adventz Securities Enterprises Limited Zuari Global Limited Adventz Investments and Holdings Limited New Eros Tradecom Limited Master Exchange and Finance Limited Adventz Investments Co. Private Limited Adventz Securities Trading Private Limited Adventz Finance Private Limited Eureka Traders Private Limited Abhishek Holdings Private Limited Greenland Trading Private Limited Indrakshi Trading Company Private Limited Zuari Management Services Limited High Quality Steels Limited Lionel India Limited Macfarlane and Co. Limited

CAPITAL STRUCTURE

AS ON 31.03.2014

Authorised Capital :

No. of Shares	Type	Value	Amount
200000000	Equity Shares	Re. 1/- each	Rs. 200.000 Millions

Issued, Subscribed & Paid-up Capital :

No. of Shares	Type	Value	Amount
182026590	Equity Shares	Re. 1/- each	Rs. 182.027 Millions

NOTES

1) The Company has only one class of shares referred to as equity shares having a par value of Re.1/-.Each holder of equity shares is entitled to one vote per share.

2) In the event of liquidation of the Company, the holders of equity shares will be entitled to receive any of the remaining assets of the Company, after distribution of all 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.

3) Issued, Subscribed and Paid Up Capital includes 127183090 equity shares allotted on the basis of 1 equity shares in TexRail for Re. 1/- each credited as fully paid-up for every 1 equity shares held by each member of Texmaco Infrastructure and Holdings Limited (formerly Texmaco Limited) on record date without payment being received in cash.

4) Reconciliation of number of Issued, Subscribed and Paid-up Capital

Particulars	31.03.2014
	No. of Equity Share	Rs. in Millions
Number of Shares at the beginning of the year	182026590	182.027
Number of Shares at the end of the year	182026590	182.027

5) The dividend proposed by the Board of Directors is subject to the approval of shareholders in Annual General Meeting. The Company has proposed to pay Dividend amounting to Rs.53.241 Millions (including Corporate Dividend Tax of Rs 7.734 Millions). The rate of Proposed Dividend is Re. 0.25 per equity share. (Previous Year Rs.212.962 Millions including Corporate Dividend Tax of Rs 30.935 Millions).

6) The Name of Shareholders Holding More than 5% of Equity Shares

Name of Shareholders	% of holding	No. of Equity Shares held
Texmaco Infrastructure and Holdings Limited	30.00	54600000
Zuari Investments Limited	15.91	28963900

FINANCIAL DATA

[all figures are in Rupees Millions]

ABRIDGED BALANCE SHEET

SOURCES OF FUNDS	31.03.2014	31.03.2013	31.03.2012
I. EQUITY AND LIABILITIES
(1)Shareholders' Funds
(a) Share Capital	182.027	182.027	182.027
(b) Reserves & Surplus	5738.694	5627.079	4904.246
(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)	5920.721	5809.106	5086.273
(3) Non-Current Liabilities
(a) long-term borrowings	77.259	92.871	152.312
(b) Deferred tax liabilities (Net)	42.094	24.637	20.861
(c) Other long term liabilities	57.454	57.454	63.365
(d) long-term provisions	41.658	41.099	41.812
Total Non-current Liabilities (3)	218.465	216.061	278.350
(4) Current Liabilities
(a) Short term borrowings	907.764	897.570	539.051
(b) Trade payables	2036.565	2394.739	3437.114
(c) Other current liabilities	1022.188	1137.007	1123.726
(d) Short-term provisions	70.359	219.381	216.830
Total Current Liabilities (4)	4036.876	4648.697	5316.721
TOTAL	10176.062	10673.864	10681.344
II. ASSETS
(1) Non-current assets
(a) Fixed Assets
(i) Tangible assets	1591.552	1121.680	1033.138
(ii) Intangible Assets	9.376	6.863	0.000
(iii) Capital work-in-progress	478.933	554.048	371.868
(iv) Intangible assets under development	0.000	0.000	0.000
(b) Non-current Investments	1119.404	663.126	433.623
(c) Deferred tax assets (net)	0.000	0.000	0.000
(d) Long-term Loan and Advances	128.772	129.509	207.207
(e) Other Non-current assets	0.000	0.000	0.000
Total Non-Current Assets	3328.037	2475.226	2045.836
(2) Current assets
(a) Current investments	2051.866	2524.217	2692.845
(b) Inventories	2101.506	2466.507	2799.756
(c) Trade receivables	1915.085	2243.116	2173.964
(d) Cash and cash equivalents	137.202	287.170	23.323
(e) Short-term loans and advances	625.942	664.223	936.426
(f) Other current assets	16.424	13.405	9.194
Total Current Assets	6848.025	8198.638	8635.508
TOTAL	10176.062	10673.864	10681.344

PROFIT & LOSS ACCOUNT

	PARTICULARS		31.03.2014	31.03.2013	31.03.2012
	SALES
		Revenue from Operations	4457.366	8294.123	7674.336
		Other Income	235.408	309.669	256.074
		TOTAL (A)	4692.774	8603.792	7930.410
Less	EXPENSES
		Cost of Materials Consumed	2748.619	5307.581	4832.156
		Changes in inventories of finished goods, work-in-progress and Stock-in-Trade	(43.390)	(201.049)	(151.800)
		Employees benefits expense	438.302	440.494	446.638
		Other expenses	1144.404	1495.882	1236.873
		TOTAL (B)	4287.935	7042.908	6363.867
Less	PROFIT BEFORE INTEREST, TAX, DEPRECIATION AND AMORTISATION (A-B) (C)		404.839	1560.884	1566.543
Less	FINANCIAL EXPENSES (D)		99.867	119.299	112.191
	PROFIT BEFORE TAX, DEPRECIATION AND AMORTISATION (C-D) (E)		304.972	1441.585	1454.352
Less/ Add	DEPRECIATION/ AMORTISATION (F)		117.378	93.918	91.780
	PROFIT BEFORE TAX (E-F) (G)		187.594	1347.667	1362.572
Less	TAX (H)		17.872	404.976	432.000
	PROFIT AFTER TAX (G-H) (I)		169.722	942.691	930.572
Add	PREVIOUS YEARS’ BALANCE BROUGHT FORWARD		1071.152	921.423	702.407
Less	APPROPRIATIONS
		Transfer to General Reserve	50.000	580.000	500.000
		Proposed Dividend on Equity Shares	53.241	212.962	211.556
	BALANCE CARRIED TO THE B/S		1137.633	1071.152	921.423
	EARNINGS IN FOREIGN CURRENCY
		Export of Goods (F.O.B.)	1294.542	940.625	199.577
	IMPORTS
		Raw Materials	127.703	0.000	3.794
		Stores & Spares	704.104	1001.169	1101.515
		Capital Goods	6.508	36.291	20.742
	TOTAL IMPORTS		838.315	1037.460	1126.051
	Earnings Per Share (Rs.)		0.93	5.18	5.11

QUARTERLY RESULTS

PARTICULARS	30.06.2014
Type	1^st Quarter
Net Sales	421.400
Total Expenditure	490.100
PBIDT (Excl OI)	(68.700)
Other Income	45.600
Operating Profit	(23.100)
Interest	23.200
Exceptional Items	0.000
PBDT	(46.200)
Depreciation	32.200
Profit Before Tax	(78.400)
Tax	0.000
Provisions and contingencies	0.000
Profit After Tax	(78.400)
Extraordinary Items	0.000
Prior Period Expenses	0.000
Other Adjustments	0.000
Net Profit	(78.400)

KEY RATIOS

PARTICULARS		31.03.2014	31.03.2013	31.03.2012
PAT / Total Income	(%)	3.62	10.96	11.73
Net Profit Margin (PBT/Sales)	(%)	4.21	16.25	17.75
Return on Total Assets (PBT/Total Assets}	(%)	2.19	14.25	13.80
Return on Investment (ROI) (PBT/Networth)		0.03	0.23	0.27
Debt Equity Ratio (Total Debt/Networth)		0.17	0.17	0.14
Current Ratio (Current Asset/Current Liability)		1.70	1.76	1.62

FINANCIAL ANALYSIS

[all figures are in Rupees Millions]

DEBT EQUITY RATIO

Particulars	31.03.2012	31.03.2013	31.03.2014
	(Rs. In Millions)	(Rs. In Millions)	(Rs. In Millions)
Share Capital	182.027	182.027	182.027
Reserves & Surplus	4904.246	5627.079	5738.694
Net worth	5086.273	5809.106	5920.721
Long-term borrowings	152.312	92.871	77.259
Short term borrowings	539.051	897.570	907.764
Total borrowings	691.363	990.441	985.023
Debt/Equity ratio	0.136	0.170	0.166

YEAR-ON-YEAR GROWTH

Year on Year Growth	31.03.2012	31.03.2013	31.03.2014
	(Rs. In Millions)	(Rs. In Millions)	(Rs. In Millions)
Sales	7674.336	8294.123	4457.366
		8.076	(46.259)

NET PROFIT MARGIN

Net Profit Margin	31.03.2012	31.03.2013	31.03.2014
	(Rs. In Millions)	(Rs. In Millions)	(Rs. In Millions)
Sales	7674.336	8294.123	4457.366
Profit	930.572	942.691	169.722
	12.13%	11.37%	3.81%

LOCAL AGENCY FURTHER INFORMATION

Sr. No.	Check List by Info Agents	Available in Report (Yes / No)
1]	Year of Establishment	Yes
2]	Locality of the firm	Yes
3]	Constitutions of the firm	Yes
4]	Premises details	No
5]	Type of Business	Yes
6]	Line of Business	Yes
7]	Promoter's background	Yes
8]	No. of employees	Yes
9]	Name of person contacted	Yes
10]	Designation of contact person	Yes
11]	Turnover of firm for last three years	Yes
12]	Profitability for last three years	Yes
13]	Reasons for variation <> 20%	--
14]	Estimation for coming financial year	No
15]	Capital in the business	Yes
16]	Details of sister concerns	Yes
17]	Major suppliers	No
18]	Major customers	No
19]	Payments terms	No
20]	Export / Import details (if applicable)	No
21]	Market information	--
22]	Litigations that the firm / promoter involved in	--
23]	Banking Details	Yes
24]	Banking facility details	Yes
25]	Conduct of the banking account	--
26]	Buyer visit details	--
27]	Financials, if provided	Yes
28]	Incorporation details, if applicable	Yes
29]	Last accounts filed at ROC	Yes
30]	Major Shareholders, if available	Yes
31]	Date of Birth of Proprietor/Partner/Director, if available	Yes
32]	PAN of Proprietor/Partner/Director, if available	No
33]	Voter ID No of Proprietor/Partner/Director, if available	No
34]	External Agency Rating, if available	No

INDEX OF CHARGES

S.NO.	CHARGE ID	DATE OF CHARGE CREATION/MODIFICATION	CHARGE AMOUNT SECURED	CHARGE HOLDER	ADDRESS	SERVICE REQUEST NUMBER (SRN)
1	10334908	29/12/2011	10,050,000,000.00	STATE BANK OF INDIA	COMMERCIAL BRANCH, KOLKATA, 24, PARK STREET, KOLKATA, WEST BENGAL - 700016, INDIA	B31828205
2	10311798	20/09/2011	121,759,100.00	LANDESBANK BADEN-WURTTEMBERG	AM HAUPTBAHNHOF 2, 70173 STUTTGART, FEDERAL REPUBLIC OF GERMANY, STUTTGART, - 70173, GERMANY	B23165012

UNSECURED LOANS

UNSECURED LOANS	31.03.2014 (Rs. In Millions)	31.03.2013 (Rs. In Millions)
LONG-TERM BORROWINGS
Deposits Fixed Deposit from Employees/Ex-employees	0.975	0.975
Total	0.975	0.975

FINANCIAL RESULTS

During the year, the Company’s overall performance was substantially impacted due to unprecedented delay in release of wagon orders by Indian Railways for FY’14, and the Company suffered idle capacity for the entire year.

The Gross Turnover for the year stood at Rs. 5152.000 millions, net of the value of free-supply inputs including steel and components of over Rs.160 million, provided to the Company by Indian Railways and other clients for some large value contracts.

The Gross Profit for the year (PBDT) and Profit before Tax (PBT) were at Rs.305.000 millions and Rs. 188.000 millions respectively. The Net Profit was Rs.170.000 millions, after providing net tax liability of Rs.18.000 millions for the year in accordance with the Accounting Standards issued by the Institute of Chartered Accountants of India.

THE MANAGEMENT DISCUSSION AND ANALYSIS

In keeping with the demand projections of Indian Railways to wheel the national economy, the Company has endeavored to stay a step ahead to maintain its leadership in being the largest supplier of freight cars to Indian Railways. Accordingly, the Company has built world-class infrastructure for its production capacity going upto 10,000 freight cars a year.

Unfortunately, however, the persistent problem (bête noire) of the Wagon Industry in India is erratic planning and placement of orders by the Railways, throwing the working of the Industry in disarray and saddling it with huge infructuous cost of idle capacity. The Company has done its best in changing the gears in sync with Railway’s procurement programme.

During the immediate past year 2012‑13, the Company had a robust order book, including the Railways’ order for 3915 wagons, which was the maximum quantity ordered by Indian Railways on any wagon builder. Besides, the Management was buoyed up with the Railways’ highest ever planned outlay of Rs.601 billion during 2012-13. The budgeted expenditure for procurement of rolling stock was about 32% more over the previous year, which was expected to result in procurement of larger number of wagons.

Unfortunately, there were increasing signs of economic slowdown as the nation entered 2013, and the year 2012‑13, which was having record performance, suddenly suffered a setback towards the close owing to depleting orders, bringing the production to a virtual halt in the last quarter Jan‑March 2013.

No wagon orders were released for FY’14. For the year it was an endless wait, and the orders were ultimately released only after expiry of the year in April 2014. The entire Industry has been plunged in a state of despair. In view of such vulnerability owing to excessive dependence on IR wagon orders, the Company has taken steps to diversify and expand its product portfolio in the Railway sector. The new Coach Shop set up at Sodepur is equipped to manufacture Electric and Diesel Multiple Units, as well as, Coaches for the Railways. Further, it has also taken up the production of Loco Shells and Loco Components. Besides, the Company has acquired Kalindee Rail Nirman (Engineers) Limited, a company which does EPC contracts for Railways and Metros. It specializes in track work, railway signaling, telecom and metro track work. Texmaco is thus poised to be the end-to-end solution provider for Railways and Metros.

The Hydro Mechanical Division is promising great prospects with the procurement activities being recommenced for the large Hydro Power Projects which were dormant for last few years.

Steel Foundry Division of the Company is facing challenges in the domestic market and rising up to the occasion has made effective penetration in the export markets for long term benefits.

In the aforesaid situation, the performance during FY’14, as detailed hereunder, has to be judged in proper perspective.

HEAVY ENGINEERING DIVISION

ROLLING STOCK

The wagon orders for the year were placed by Indian Railways on the Industry as late as on 29th April, 2014, after expiry of the year. The redeeming feature, however, was that the Company received the highest order for 2400 wagons in the Industry.

The workload from Indian Railways available to the Company during the entire year 2013‑14 was a meagre quantity of 161 wagons, (which was diverted to it by the Railway Board owing to the default of certain other wagon builders).

This was an unprecedented situation faced by the Company, rendering its massive capacity idle and thousands of workmen jobless. Numerous representations by the Company at all levels were of no avail, which was, indeed, inexplicable despite a budgetary approval of the Parliament for procurement of 11728 wagons (excluding PSUs and Railway Workshops), during FY’14.

Unfortunately, the demand from the private sector too was sluggish owing to general economic downturn. However, the Company managed its operations, albeit at a low level, by executing orders for 671 wagons, comprising of Special Purpose Commodity-specific Wagons for private customers and exports. The aggregate turnover in the Wagon Division was Rs.3326.68 million, made up of an all-time low 19% from IR orders, 57% non-IR and 24% exports.

The Company is continuing to engage in expanding the product-mix and has made a significant breakthrough in securing an order for 3 rakes of BCACBM wagons (Car Carrying wagons) from an esteemed Group, with prospect

of substantial demand potential for transport of various models of passenger cars in India. An advanced model of the Bogie Double Deck Automobile Car Carrying Wagon (BDDAC) to a European design is also under prototype development for premium segment customers.

Besides, the Company is well-placed in respect of a large value Tender of the Ministry of Defence, Govt. of India, which is expected to be finalised shortly.

The Company has also been working on a new design Double Stack Container Flat Wagon (BFCTA/B) to Australian Design, which is under approval by RDSO for prototype manufacture, and it is expected to command a large market on successful trial.

The Company has intensified its efforts to explore further export opportunities, and is encouraged by the response of a number of high-powered delegations visiting its Works from various countries. They have been impressed with the Company’s excellent infrastructure and evinced keen interest in doing business with the Company.

EMU COACHES

The new State‑of‑the‑Art Coach manufacturing facility at the Company’s Sodepur Works has been commissioned, and the prototype rake of EMU Coaches is in advanced stage of completion. The first unit of 3 coaches is already complete in all respects and is undergoing testing. The manufacture of the balance 2 units comprising of 6 coaches is also progressing, and the full rake is expected to be completed by August 2014. Under a Technical Assistance Agreement with Kawasaki Heavy Industries (KHI), Japan, the Company is receiving valuable support in the domain of manufacturing technology, processes and quality assurance.

ELECTRIC LOCOMOTIVE COMPONENTS / ASSEMBLIES

The Company has diversified into manufacture of Electric Locomotive Shells and Sub-Assemblies, and secured orders for supply of Centre Sills, Head Stocks, Underframe Assemblies, and Complete Shell Assembly. It expects to further consolidate its position as a major supplier of Locomotive Assemblies and Sub-assemblies in the coming years.

KHI is a strong contender to secure the contract for Electric Locomotives for Dedicated Freight Corridor (DFC), and the experience gained in manufacture of electric locomotive assemblies will enable the Company to effectively partner with KHI in their indigenization efforts.

JOINT VENTURE WITH UGL RAIL SERVICES LIMITED, AUSTRALIA

Texmaco UGL Rail Private Limited executed its first prestigious order for 50 nos. Bogies, valued at Rs. 56.300 millions for Kazakhstan Railways successfully at the start of its operations. The Company has received further orders for Bogies and Cabs, valued at Rs. 287.000 millions, including a major order for 135 nos. Bogies from Queensland Railways, Australia, which is under execution. The JV has been certified by GE Transportation as a global sourcing vendor which is expected to bring in steady future business.

Meanwhile, with a view to expanding the domestic market base, the registration processes with various establishments of Indian Railways have been completed alongside ISO 9001:2008, 14001:2004 and BS OHSAS 18001:2007 accreditation.

The Company has recently participated in the International Railway Equipment Exhibition (IREE), and the hi‑tech products displayed at the Company’s stall evinced a lot of interest in the Industry. It has been followed by developmental orders for LHB Bogies from Indian Railways and non-rail products from the Wind Energy and Construction Equipment in the private sector. The prospects for FY’15 and onwards show promising growth in the Railways, Infrastructure and Process industries.

The long term fund requirement of the JV has been met from the issue of Cumulative Redeemable Preference Shares of Rs. 600.000 millions in April 2014 in the ratio of 1:1 to both the parent companies.

JOINT VENTURE WITH TOUAX RAIL, FRANCE

The prospect of financing business is linked with macroeconomic scenario, which has unfortunately been rather depressing for the past couple of years, at home and also globally. This forced the companies in the core sector to either abandon or defer their capital expenditure plans for the time being. Hence, the leasing business did not take off, and the Management hopes for pick-up in activity in the coming years.

STRATEGIC INVESTMENT IN KALINDEE RAIL NIRMAN (ENGINEERS) LIMITED

The Company identified an opportunity for making a strategic investment in Kalindee Rail Nirman (Engineers) Limited (Kalindee), engaged in the business of providing engineering and construction services to infrastructure sectors, especially in the field of Rail / Metro signalling, telecommunication, track and information system. Kalindee has considerable synergies with the business of the Company and would serve to substantially augment the overall working prospects of both the companies.

Accordingly, the Company as a strategic investor subscribed to the preferential allotment made by Kalindee for 41,10,400 Equity Shares (24.90%) on 13th July, 2013. To thwart the threat of an open offer launched by M/s. Jupiter Metal Private Limited on 10th July, 2013 to take control of Kalindee in the guise of entry as a strategic investor, the Company entered into a Share Purchase Agreement (‘SPA’) on 20th July, 2013 with the promoters of Kalindee for acquiring their entire stake of 1937060 Equity Shares of Kalindee i.e. approx. 11.74% of the enhanced Paid up Share Capital of Kalindee. Having thus acquired the aforesaid 24.90%, and agreed to acquire 11.74% of the Promoter’s stake making a total of 36.64%, the acquisition / intent to acquire Equity Shares exceeded the trigger limit for an Open Offer under Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011. The Company, therefore, accordingly made an Open Offer to the Shareholders of Kalindee on 20th July, 2013 for 49,52,280 Equity Shares being 30% of the fully enhanced Equity Capital of Kalindee.

The Company successfully completed the process of open offer on 3rd December, 2013. The public Shareholders tendered 12.42% of the Equity Shares in the Open Offer against 30% open offer proposed by the Company. Post allotment of shares under preferential issue, SPA with promoters and acquisition of shares under the open offer to the public, the Equity Share holding of the Company in Kalindee is now 49.07% including Equity Shares to be transferred under a SPA with erstwhile promoters.

After taking control of 49.07% equity, the Management of Kalindee was taken over by Texmaco as Promoter in December 2013. Immediately thereafter, with the induction of a strong team of highly qualified and experienced professional managers in Kalindee, there was a significant turnaround in Q4 of FY’14 after a rather dismal performance in the preceding 3 quarters ended December 2013.

The Management with an objective to harness the synergy of identical business portfolio between Texmaco and Kalindee, and convert the Company as a Total Rail Solution provider, has proposed to merge Kalindee into and with the Company as per the Scheme of Arrangement and subject to requisite approvals of Shareholders, SEBI, Stock Exchanges, Hon’ble High Courts at Calcutta and Delhi, etc. This will enable the Company to target large value contracts with the combined strength of Texmaco and Kalindee for various Rail Solution requirements of the Railways, Export and other Public and Private Sectors.

HYDRO-MECHANICAL EQPT. AND STEEL STRUCTURES

The total income of the Division during the year was approx. Rs. 300.000 millions, which was way below the target owing to setbacks in the execution of ongoing projects, especially due to political agitation in Assam. However, during the Q4 of the year, the social turbulence ebbed out which helped movement of WIP and finished inventory. There was substantial recovery of long outstanding dues. In the current year, the pace of job execution on certain major projects has picked up, and the Division is expected to fare better with comfortable work load of Rs.3450 million in hand.

The Division has forayed into refurbishment/replacement work opportunities in old Hydro Projects and Barrage Equipments after successful execution of rehabilitation work at Farakka Barrage and Rampur HEP of SJVNL. Enquiries from quite a few other projects for Equipment Health Study and Refurbishment have been responded, and positive outcome is expected.

Hopefully, the acknowledged business potential in Hydro‑mechanical Equipment and Penstock Liner would start materialising in the current year. The Company is well-placed in large value tenders for World Bank funded prestigious projects, and is making further bid in major Hydro Projects after successfully meeting the PQ requirements.

STEEL FOUNDRY DIVISION

After maintaining a steady run over the past six years, the Foundry’s performance suffered considerable setback during the year owing to non-release of orders by Indian Railways on the Wagon Industry. The production and despatch during the year were 8006 MT and 9947 MT, against 17856 MT and 15733 MT respectively in the corresponding year. However, in spite of the steep decline, the Company was able to retain a leading market share in the Industry of 25% in Bogies and 34% in Couplers with a turnover of Rs. 1400.000 millions.

The Foundry’s export performance continued to be impressive, and the despatches were maintained at Rs.214.000 millions, almost at the same level as that of previous year. The Foundry has developed new products, which will enhance the Division’s exports in the current year. The Division had a robust order‑book of over Rs. 350.000 millions at the close of the year.

The Foundry has received the Conformity Certificate for specified Side Frames and Bolsters for Wagons from the designated Certification Authority for Railway Transport on the basis of Certification Protocol from Testing Centre, Ukraine Scientific and Research Institution on Wagon Production. The Company is now ready to export Railway Castings to these countries.

The major modernisation of the old Foundry with installation of the 2nd High Pressure Moulding Line from Kunkel Wagner, Germany has been completed and it is ready for commissioning.

EXPORTS

During the year, the Company executed export orders worth Rs.1295.000 millions comprising of export of Meter Gauge Tank Wagons to Bangladesh and Africa, Hydro Mechanical Equipment to Nepal and Industrial and Railway Castings to Australia and North America. The Company is actively pursuing export of Wagon Components and Steel Castings to CIS countries and have obtained some of the critical certifications required for eligibility to export to CIS countries.

The present export order book of the Company stands at Rs.1301.000 millions.

IT SERVICES

The IT Services Department has been engaged in progressive development of a responsive and efficient IT networking and application to meet the business requirement of different Divisions. All the Factory Establishments, Administrative Centers, and Corporate Office downtown, are integrated through VPN on-line redundant connectivity with increased bandwidth. After initial start with ERP system Oracle ‘11i’, there has been a migration to more advanced system Oracle R12 during FY’12, which has got stabilised in the Procurement, Stores and Finance functions. Various critical reports required by the respective functional Heads of Departments for MIS and Operational Control have been designed and deployed in the R12 system.

The phase-2 implementation for extension of R12 ERP system to the Manufacturing and Sales operations has been initiated during last quarter of FY’14 with the assistance of the Implementation Agency KPMG, and it is expected to be in effective use for optimised production planning and control by the 3rd quarter of FY’15.

UNAUDITED FINANCIAL RESULTS FOR THE QUARTER ENDED 30TH JUNE, 2014

[RS. IN MILLIONS]

PARTICULARS	3 Months ended 30.06.2014
	Unaudited
Gross Sales/ Income	600.627
Less: Inter Segment Revenue	147.763
Less: Excise Duty	36.739
Net Sales/Income from Operations	416.125
Other Operating Income	5.264
Total Income from operations (net)	421.389
Expenses
(a) Cost of Materials and Services consumed	263.888
(b) Purchase of stock in trade	--
(c) Changes in inventories of finished goods, work in progress and stock in trade	10.015
(d) Power and Fuel	53.482
(e) Employee benefit expenses	110.814
(f) Depreciation and amortization expenses	32.181
(g) Other Expenses	51.880
Total Expenses	522.260
Profit from Operations before Other Income, Finance costs and Exceptional item	(100.871)
Other Income	45.624
Profit/ Loss from Ordinary Activities before Finance costs and Exceptional item	(55.247)
Finance costs	23.175
Profit/ Loss from Ordinary Activities after Finance costs but Exceptional item	(78.422)
Exceptional item	--
Profit/ Loss from Ordinary Activities before tax	(78.422)
Tax Expenses
- Current Tax	--
- MAT Credit entitlement	--
- Deferred Tax	--
- Income Tax for earlier year	--
Net Profit/ Loss from Ordinary Activities after tax	(78.422)
Paid- up Equity Share Capital (Face value of the share – Re. 1/-)	182.027
Reserves excluding revaluation reserves as per balance sheet of Previous Accounting Year
Earnings per share [Re. 1/-]
Basic	(0.43)
Diluted	(0.43)
PARTICULARS OF SHAREHOLDING
1. Public shareholding
Number of Shares	66899580
Percentage of Shareholding	36.75
2. Promoters and promoter group shareholding
a) Pledged/Encumbered
- Number of Shares	738800
- Percentage of Shares (as a % of the Total Shareholding of promoter and promoter group)	0.64
- Percentage of Shares (as a % of the Total Share Capital of the Company)	0.41
Non - encumbered
- Number of Shares	114388210
- Percentage of Shares (as a % of the total shareholding of promoter and promoter group)	99.36
- Percentage of Shares (as a % of the total share capital of the company)	62.84

	PARTICULARS	3 Months Ended 30.06.2014
B	Investor complaints (Nos.)
	Pending at the beginning of the quarter	--
	Received during the quarter	1
	Disposed of during the quarter	1
	Remaining unresolved at the end of the quarter	--

SEGMENT – WISE REVENUE, RESULTS AND CAPITAL EMPLOYED

PARTICULARS	3 Months ended 30.06.2014
	Unaudited
1. Segment Revenue
a. Heavy Engineering Division	390.675
b. Steel Foundry	178.477
Total	569.152
Less: Inter – segment revenue	147.763
Total income from operations (net)	421.389
2. Segment Results
Profit/ (loss) before tax and interest
a. Heavy Engineering Division	(57.438)
b. Steel Foundry	(40.414)
c. Others [Unallocated]	37.143
Total	(60.709)
Less: Finance Costs	17.713
Total Profit Before Tax	(78.422)
3. Capital Employed
(Segment Assets – Segment Liabilities)
a. Heavy Engineering Division	1461.888
b. Steel Foundry	533.204
c. Others [Unallocated]	3397.307
Total	5392.399

NOTES:

1) This statement has been reviewed and recommended by the Audit Committee and approved by the Board of Directors at their meetings held on July 21, 2014.

2) The above results have been reviewed by the Statutory Auditors as required under Clause 41 of the listing agreement.

1) Result for the quarter was adversely affected owing to non-release of Indian Railways' orders. However, the Company has since received an order from Indian Railways' in end April '14 for 2400 wagons, the highest in the Industry. The final clearances for drawings were received in June 2014 and Production is set to pick up from the 2nd quarter of FY14-15.

2) The Rail Budget 2014-15 aims to make Indian Railways the largest freight carrier of the world, and the Rail Sector has turned very buoyant. It has put special emphasis on Wagon Leasing Scheme to encourage private sector participation. Importantly, the long awaited Eastern & Western sectors of Dedicated Freight Corridor (DFC) has been put on fast track.

3) The order for EMU Coaches is nearing completion and the delivery is scheduled during the current quarter.

4) The Board has approved raising of resources to the extent of Rs.3000.000 Millions for expansion and diversifications.

5) The proposed merger with Kalindee Rail will enable the Company to offer a total Rail solution.

6) As per the new companies act 2013, introduced w.e.f. April 01, 2014 the company is in the process of determining the useful life of its assets for which the work has already commenced and expected to be completed by the 2nd quarter of FY14-15. Pending such determination the depreciation has been provided on the basis of rate prescribed in Schedule XIV of the Companies Act 1956.

7) The figures for the previous periods have been rearranged / regrouped / recast / restated wherever necessary.

CONTINGENT LIABILITIES:

Particulars	31.03.2014 (Rs. In Millions)	31.03.2013 (Rs. In Millions)
(a) Guarantees given by Banks in the normal course of Business.	2495.630	3312.706
(b) Letters of Credit opened by Banks in the normal course of Business.	647.581	580.828
(c) Bonds issued to Custom Department	9.220	9.220
(d) Claims under dispute (Excise Duty, Service Tax & others)	392.050	219.950
Total	3544.481	4122.704

FIXED ASSETS:

TANGIBLE ASSETS

· Land

Buildings

Roads

Railway Sidings

Plant and Machinery

Electrical Machinery

Office Equipments

Furniture and Fittings

Vehicles

INTANGIBLE ASSETS

· 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. 61.57
UK Pound	1	Rs. 100.42
Euro	1	Rs. 78.45

INFORMATION DETAILS

Information Gathered by :	HTL
Analysis Done by :	SUB
Report Prepared by :	BVA

SCORE & RATING EXPLANATIONS

SCORE FACTORS	RANGE	POINTS
HISTORY	1~10	6
PAID-UP CAPITAL	1~10	5
OPERATING SCALE	1~10	5
FINANCIAL CONDITION
--BUSINESS SCALE	1~10	4
--PROFITABILIRY	1~10	4
--LIQUIDITY	1~10	5
--LEVERAGE	1~10	5
--RESERVES	1~10	6
--CREDIT LINES	1~10	5
--MARGINS	-5~5	--
DEMERIT POINTS
--BANK CHARGES	YES/NO	YES
--LITIGATION	YES/NO	NO
--OTHER ADVERSE INFORMATION	YES/NO	NO
MERIT POINTS
--SOLE DISTRIBUTORSHIP	YES/NO	NO
--EXPORT ACTIVITIES	YES/NO	NO
--AFFILIATION	YES/NO	YES
--LISTED	YES/NO	YES
--OTHER MERIT FACTORS	YES/NO	YES
DEFAULTERS
--RBI	YES/NO	NO
--EPF	YES/NO	NO
TOTAL		45

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.