MIRA INFORM REPORT
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Report No. : |
316064 |
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Report Date : |
08.04.2015 |
IDENTIFICATION DETAILS
|
Name : |
CARRARO INDIA PRIVATE LIMITED [w.e.f.16.03.2009] ‘TURBO GEARS INDIA PRIVATE LIMITED’ AMALGAMATED WITH ‘CARRARO INDIA PRIVATE LIMITED’ |
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Formerly Known
As : |
CARRARO INDIA LIMITED |
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Registered
Office : |
B 2/2, MIDC, Ranjangaon, Pune – 412220, Maharashtra |
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Country : |
India |
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Financials (as
on) : |
31.03.2014 |
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Date of
Incorporation : |
11.04.1997 |
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Com. Reg. No.: |
11-132629 |
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Capital
Investment / Paid-up Capital : |
Rs. 625.860 Million |
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CIN No.: [Company Identification
No.] |
U52609PN1997PTC132629 |
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IEC No.: |
0597056757 |
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TAN No.: [Tax Deduction &
Collection Account No.] |
Not Available |
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PAN No.: [Permanent Account No.] |
AAACC5292M |
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Legal Form : |
Private Limited Liability Company |
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Line of Business
: |
Manufacturer of Mechanical Transmissions,
Clutches, Hydraulic Lifts and Planetary Drives Axles for Agricultural
Tractors and Construction Equipment including Components Parts and Spares
thereof. |
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No. of Employees
: |
800 (Approximately) |
RATING & COMMENTS
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MIRA’s Rating : |
Ba (54) |
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RATING |
STATUS |
PROPOSED CREDIT LINE |
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|
41-55 |
Ba |
Overall operation is considered normal. Capable to meet normal
commitments. |
Satisfactory |
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Status : |
Good |
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Payment Behaviour : |
Usually Correct |
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Litigation : |
Clear |
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Comments : |
Subject is an established company having fine track record. The company has achieved decent profitability during FY2014. The
improvement in profitability is due to better control over operating costs
along with improved internal capacity utilization. General financial of the
company is good. Trade relations are reported to be fair. Business is active. Payments
are reported to be usually 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.
EXTERNAL AGENCY RATING
NOT AVAILABLE
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
|
Name : |
Mr. Manas Bhatt |
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Designation : |
Finance Head |
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Contact No.: |
91-2138-661753 |
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Date : |
06.04.2015 |
LOCATIONS
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Registered Office/ Factory : |
B 2/2, MIDC, Ranjangaon, Pune – 412220, Maharashtra, India |
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Tel. No.: |
91-2138-661753/ 661600/ 661801 |
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Fax No.: |
91-2138-661631/ 661632 |
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E-Mail : |
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Website : |
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Area : |
10000 Sq. ft. |
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Location : |
Owned |
DIRECTORS
AS ON 25.09.2014
|
Name : |
Enrico Elio Gomiero |
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Designation : |
Director |
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Address : |
Via E degli Scrovegni, 7, Padova 0, Italy |
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Date of Birth/Age : |
27.10.1958 |
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Date of Appointment : |
06.06.1997 |
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DIN No.: |
00588074 |
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Name : |
Mario Giovanni Carraro |
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Designation : |
Director |
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Address : |
Via Delle Palme, 8, Padova, 0, Italy |
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Date of Birth/Age : |
29.10.1929 |
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Date of Appointment : |
06.06.1997 |
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DIN No.: |
00676573 |
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Name : |
Massimo Zanco |
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Designation : |
Director |
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Address : |
B-401, Oxford Hallmark, Lane No. 7, Koregaon Park, Pune - 411001, Maharashtra, India |
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Date of Birth/Age : |
17.07.1972 |
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Date of Appointment : |
25.06.2013 |
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PAN No.: |
AARPZ0462A |
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DIN No.: |
05245177 |
KEY EXECUTIVES
|
Name : |
Mr. Manas Bhatt |
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Designation : |
Finance Head |
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Name : |
Mr.
Massimo Zanco |
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Designation : |
Chief
Operating Officer |
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Name : |
Mr.
Balaji Gopalan |
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Designation : |
Asia
Pacific HR Director |
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Name : |
Mr.
S. Vishwanath |
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Designation : |
Director
- Sales Manufacturing |
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Name : |
Mr.
Naveen Gaalav |
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Designation : |
Director
Quality Country Head - Finance |
MAJOR SHAREHOLDERS / SHAREHOLDING PATTERN
AS ON 25.06.2013
|
Names of Shareholders |
|
No. of Shares |
|
Carraro Drive Tech SpA, Italy |
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56825998 |
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Carraro Drive Tech SpA, Italy and Enrico Carraro |
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2 |
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Total |
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56826000 |
AS ON 24.09.2014
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Names of Allottees |
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No. of Shares |
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Carraro Drive Tech SpA, Italy |
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5759994 |
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Siap SpA, Italy |
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6* |
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Total |
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5760000 |
* The Allotment is made pursuant to order
dated 23rd September, 2014 of the Hon’ble High Court, Mumbai in C.P.
No. 242 and 243 of 2013.
AS ON 25.06.2013
|
Equity Share Breakup |
Percentage of Holding |
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Category |
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Foreign holdings [Foreign institutional investors, Foreign Companies, Foreign Financial Institutions, Non-resident Indian or Overseas corporate bodies or others] |
100.00 |
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Total |
100.00 |
BUSINESS DETAILS
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Line of Business : |
Manufacturer of Mechanical Transmissions,
Clutches, Hydraulic Lifts and Planetary Drives Axles for Agricultural Tractors
and Construction Equipment including Components Parts and Spares thereof. |
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Products/ Services : |
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Brand Names : |
-- |
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Agencies Held : |
-- |
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Exports : |
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Products : |
Finished Goods |
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Countries : |
· Europe · China · USA · UAE |
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Imports : |
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Products : |
Raw Material |
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Countries : |
China |
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Terms : |
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Selling : |
Cash and Credit (30 Days, 60 Days and 90 Days) |
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Purchasing : |
Cash and Credit (30 Days, 60 Days and 90 Days) |
PRODUCTION STATUS: NOT AVAILABLE
GENERAL INFORMATION
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Suppliers : |
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Customers : |
End Users and OEMs
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No. of Employees : |
800 (Approximately) |
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Bankers : |
· State Bank of India IFB
Pune Branch, Tara Chambers, Mumbai - Pune Road, Pune - 411003, Maharashtra,
India · IDBI Bank Limited IDBI
Tower, WTC Complex, Cuffe Parade, Mumbai - 400005, Maharashtra, India · Indusind Bank Limited 2401
Gen Thimmayya Road, East Street, Camp, Pune - 411001, Maharashtra, India · Export - Import Bank of India Centre One Building, Floor 21, World Trade Centre, Cuffe Parade, Mumbai - 400005, Maharashtra, India |
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Facilities : |
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Auditors : |
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Name : |
Lovelock and Lewes Chartered Accountants |
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Address : |
Mumbai, Maharashtra, India |
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Income-tax
PAN of auditor or auditor's firm : |
AABFL5878L |
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Ultimate Holding Company : |
Finaid SpA |
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Holding company : |
·
Carraro Drive Tech SpA ·
Carraro SpA Division Agritalia |
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Holding Company of Carraro Drive Tech SpA : |
Carraro SpA |
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Fellow Subsidiary company : |
·
Carraro International S.A. ·
MG Minigears SpA ·
MG Minigears SpA Division Poggiofiorit ·
O K Antriebstechnik GMBH ·
Siap SpA Italy ·
Turbo Gears India Private Limited
[U29130PN1998FTC021543] ·
Carraro Argentina ·
Carraro China Drive Systems Co Limited ·
Maus SpA ·
MG Minigears (Suzhou) Co. Limited ·
MG Minigears North America LLC |
CAPITAL STRUCTURE
AS ON 31.03.2014
Authorised Capital :
|
No. of Shares |
Type |
Value |
Amount |
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176,001,000 |
Equity Shares |
Rs. 10/- each |
Rs. 1760.010 Million |
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Issued, Subscribed & Paid-up Capital :
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No. of Shares |
Type |
Value |
Amount |
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|
62,586,000 |
Equity Shares |
Rs. 10/- each |
Rs. 625.860 Million |
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FINANCIAL DATA
[all figures are
in Rupees Million]
ABRIDGED BALANCE
SHEET
|
SOURCES OF FUNDS |
31.03.2014 |
31.03.2013 |
31.03.2012 |
|
I.
EQUITY AND LIABILITIES |
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(1)Shareholders' Funds |
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(a) Share Capital |
625.860 |
568.260 |
568.260 |
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(b) Reserves & Surplus |
1615.022 |
785.272 |
523.592 |
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(c) Money received against share warrants |
0.000 |
0.000 |
0.000 |
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(2) Share
Application money pending allotment |
0.000 |
0.000 |
0.000 |
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Total
Shareholders’ Funds (1) + (2) |
2240.882 |
1353.532 |
1091.852 |
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(3)
Non-Current Liabilities |
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(a) Long-term borrowings |
718.662 |
648.511 |
511.011 |
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(b) Deferred tax liabilities (Net) |
186.551 |
91.443 |
62.756 |
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(c)
Other long term liabilities |
0.000 |
10.000 |
10.000 |
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(d)
long-term provisions |
108.334 |
37.851 |
34.729 |
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Total
Non-current Liabilities (3) |
1013.547 |
787.805 |
618.496 |
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(4) Current Liabilities |
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(a)
Short term borrowings |
825.800 |
786.584 |
765.016 |
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(b)
Trade payables |
2675.465 |
2178.999 |
2960.718 |
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(c)
Other current liabilities |
883.328 |
232.156 |
226.589 |
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(d)
Short-term provisions |
113.669 |
65.583 |
53.515 |
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Total
Current Liabilities (4) |
4498.262 |
3263.322 |
4005.838 |
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TOTAL |
7752.691 |
5404.659 |
5716.186 |
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II.
ASSETS |
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(1) Non-current assets |
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(a)
Fixed Assets |
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(i)
Tangible assets |
2422.304 |
1364.856 |
1148.669 |
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(ii)
Intangible Assets |
1.147 |
0.773 |
1.053 |
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(iii)
Capital work-in-progress |
101.244 |
5.236 |
8.062 |
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(iv) Intangible assets under development |
0.000 |
0.000 |
0.000 |
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(b) Non-current
Investments |
0.000 |
0.000 |
0.000 |
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(c) Deferred tax assets
(net) |
0.000 |
0.000 |
0.000 |
|
(d) Long-term Loan
and Advances |
215.577 |
159.066 |
217.747 |
|
(e)
Other Non-current assets |
25.471 |
10.605 |
0.000 |
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Total
Non-Current Assets |
2765.743 |
1540.536 |
1375.531 |
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(2) Current assets |
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(a)
Current investments |
0.000 |
0.000 |
0.000 |
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(b)
Inventories |
1396.141 |
1094.000 |
1557.330 |
|
(c)
Trade receivables |
2064.615 |
1589.071 |
1769.647 |
|
(d)
Cash and cash equivalents |
665.183 |
511.392 |
254.337 |
|
(e)
Short-term loans and advances |
818.233 |
668.844 |
758.898 |
|
(f)
Other current assets |
42.776 |
0.816 |
0.443 |
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Total
Current Assets |
4986.948 |
3864.123 |
4340.655 |
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|
|
|
|
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TOTAL |
7752.691 |
5404.659 |
5716.186 |
PROFIT & LOSS
ACCOUNT
|
|
PARTICULARS |
31.03.2014 |
31.03.2013 |
31.03.2012 |
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|
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SALES |
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TOTAL |
11355.523 |
8316.983 |
8271.844 |
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Less |
EXPENSES |
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TOTAL |
9742.501 |
7748.125 |
7909.752 |
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PROFIT
BEFORE TAX, DEPRECIATION AND AMORTISATION |
1613.022 |
568.858 |
362.092 |
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Less/ Add |
DEPRECIATION/
AMORTISATION |
374.664 |
172.695 |
130.891 |
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PROFIT BEFORE
TAX |
1238.358 |
396.163 |
231.201 |
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Less |
TAX |
307.947 |
134.483 |
76.934 |
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PROFIT AFTER TAX
|
930.411 |
261.680 |
154.267 |
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EARNINGS IN
FOREIGN CURRENCY |
|
|
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|
|
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FOB value of Exports |
7880.071 |
5221.349 |
5170.881 |
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IMPORTS |
|
|
|
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|
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Raw Materials |
2260.044 |
1738.316 |
2289.844 |
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|
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Capital Goods |
224.940 |
245.209 |
40.093 |
|
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TOTAL IMPORTS |
2484.984 |
1983.525 |
2329.937 |
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Earnings Per
Share (Rs.) |
14.87 |
4.60 |
2.71 |
|
Expected Sales (2014-2015): Rs. 12000.000 Million
The above information has been parted by Mr. Manas Bhatt (Finance Head)
KEY RATIOS
|
PARTICULARS |
|
31.03.2014 |
31.03.2013 |
31.03.2012 |
|
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Return on Total Assets (PBT/Total Assets} |
(%) |
16.18 |
7.34 |
4.05 |
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Return on Investment (ROI) (PBT/Networth) |
|
0.55 |
0.29 |
0.21 |
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Debt Equity Ratio (Total Debt/Networth) |
|
0.69 |
1.06 |
1.17 |
|
|
|
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|
|
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Current Ratio (Current Asset/Current Liability) |
|
1.11 |
1.18 |
1.08 |
FINANCIAL ANALYSIS
[all figures are
in Rupees Million]
DEBT EQUITY RATIO
|
Particulars |
31.03.2012 |
31.03.2013 |
31.03.2014 |
|
|
(Rs.
In Million) |
(Rs.
In Million) |
(Rs.
In Million) |
|
Share Capital |
568.260 |
568.260 |
625.860 |
|
Reserves & Surplus |
523.592 |
785.272 |
1615.022 |
|
Net
worth |
1091.852 |
1353.532 |
2240.882 |
|
|
|
|
|
|
Long-term borrowings |
511.011 |
648.511 |
718.662 |
|
Short term borrowings |
765.016 |
786.584 |
825.800 |
|
Total
borrowings |
1276.027 |
1435.095 |
1544.462 |
|
Debt/Equity
ratio |
1.169 |
1.060 |
0.689 |
YEAR-ON-YEAR GROWTH
|
Year
on Year Growth |
31.03.2012 |
31.03.2013 |
31.03.2014 |
|
|
(Rs.
In Million) |
(Rs.
In Million) |
(Rs.
In Million) |
|
Total Income |
8271.844 |
8316.983 |
11355.523 |
|
|
|
0.546 |
36.534 |
NET PROFIT MARGIN
|
Net
Profit Margin |
31.03.2012 |
31.03.2013 |
31.03.2014 |
|
|
(Rs.
In Million) |
(Rs.
In Million) |
(Rs.
In Million) |
|
Total Income |
8271.844 |
8316.983 |
11355.523 |
|
Profit |
154.267 |
261.680 |
930.411 |
|
|
1.86% |
3.15% |
8.19% |
LOCAL AGENCY FURTHER INFORMATION
CURRENT MATURITIES
OF LONG TERM DEBT
|
PARTICULARS |
31.03.2014 (Rs.
In Million) |
31.03.2013 (Rs.
In Million) |
31.03.2012 (Rs.
In Million) |
|
|
|
|
|
|
Current maturities of long-term debt |
639.587 |
146.923 |
153.876 |
|
|
|
|
|
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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 |
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 |
Yes |
|
15] |
Capital in the business |
Yes |
|
16] |
Details of sister
concerns |
Yes |
|
17] |
Major suppliers |
No |
|
18] |
Major customers |
No |
|
19] |
Payments terms |
Yes |
|
20] |
Export / Import details
(if applicable) |
Yes |
|
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 |
Yes |
|
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 |
10502083 |
21/05/2014 |
500,000,000.00 |
STATE BANK OF INDIA |
IFB PUNE BRANCH,, TARA CHAMBERS, MUMBAI -
PUNE ROAD, PUNE, MAHARASHTRA - 411003, INDIA |
C06170799 |
|
2 |
10494223 |
22/08/2014 * |
126,500,000.00 |
IDBI BANK LIMITED |
IDBI TOWERWTC COMPLEX, CUFFE PARADE,
MUMBAI, MAHARASHTRA - 400005, INDIA |
C18948802 |
|
3 |
10476267 |
04/06/2014 * |
200,000,000.00 |
INDUSIND BANK LTD. |
2401 GEN THIMMAYYA ROAD, EAST STREET, CAMP,
PUNE, MAHARASHTRA - 411001, INDIA |
C07191984 |
|
4 |
10358848 |
17/12/2012 * |
360,000,000.00 |
EXPORT-IMPORT BANK OF INDIA |
CENTRE ONE BUILDING, FLOOR 21, WORLD TRADE
CENTER COMPLEX, CUFFE PARADE, MUMBAI, MAHARASHTRA - 400005, INDIA |
B65455230 |
|
5 |
10289285 |
20/10/2011 * |
139,300,000.00 |
IDBI BANK LIMITED |
IDBI TOWERWTC COMPLEX, CUFFE PARADE,
MUMBAI, MAHARASHTRA - 400005, INDIA |
B24954570 |
|
6 |
10274566 |
15/06/2011 * |
150,000,000.00 |
EXPORT-IMPORT BANK OF INDIA |
CENTRE ONE BUILDING, 21ST FLOOR, WORLD
TRADE CENTRE, CUFFE PARADE, MUMBAI, MAHARASHTRA - 400005, INDIA |
B14739056 |
|
7 |
10280366 |
29/05/2014 * |
150,000,000.00 |
AXIS BANK LIMITED |
214-215, "CITY MALL", GANESHKHIND
ROAD, NEAR PUNE UNIVERSITY, PUNE, MAHARASHTRA - 411007, INDIA |
C06830020 |
|
8 |
10156984 |
17/07/2013 * |
450,000,000.00 |
EXPORT - IMPORT BANK OF INDIA |
CENTRE ONE BUILDING, FLOOR 21, WORLD TRADE CENTRE,
CUFFE PARADE, MUMBAI, MAHARASHTRA - 400005, INDIA |
B82092685 |
|
9 |
10098106 |
18/03/2008 |
100,000,000.00 |
INDUSTRIAL DEVELOPMENT BANK OF INDIA |
DYANESHWAR PADUKA CHOWK, F C ROAD,
SHIVAJINAGAR, |
A35650258 |
|
10 |
10109467 |
29/05/2014 * |
430,000,000.00 |
AXIS BANK LIMITED |
214-215, "CITY MALL", GANESHKHIND
ROAD, NEAR PUNE UNIVERSITY, PUNE, MAHARASHTRA - 411007, INDIA |
C06834667 |
|
11 |
10063741 |
20/03/2014 * |
890,000,000.00 |
IDBI BANK LIMITED |
IDBI TOWERWTC COMPLEX, CUFFE PARADE,
MUMBAI, MAHARASHTRA - 400005, INDIA |
C03600665 |
|
12 |
80039377 |
13/06/2012 * |
120,000,000.00 |
BNP PARIBAS. |
5, GODREJ MILLENIUM,, 9, KOREGAON ROAD,
PUNE, MAHARASHTRA - 411001, INDIA |
B42092189 |
|
13 |
80045916 |
14/06/2012 * |
78,500,000.00 |
BNP PARIBAS |
5, GODREJ MILLENIUM, 9, KOREGAON ROAD,
PUNE, MAHARASHTRA - 411001, INDIA |
B42090662 |
* Date of charge modification
UNSECURED LOANS
|
PARTICULARS |
31.03.2014 (Rs.
In Million) |
31.03.2013 (Rs.
In Million) |
|
LONG-TERM BORROWINGS |
|
|
|
Foreign currency term loans from others |
0.000 |
139.180 |
|
Borrowing from foreign institutional agencies |
121.645 |
0.000 |
|
|
|
|
|
Total |
121.645 |
139.180 |
NATURE OF OPERATIONS
Carraro India Private Limited (the Company) was incorporated in April 11
1997 and is engaged in the manufacture of mechanical transmissions clutches
hydraulic lifts and planetary drives axles for agricultural tractors and
construction equipment including components parts and spares thereof. The
Company has its manufacturing facility located in Ranjangaon at Pune.
Pursuant to a scheme at Amalgamation approved by the High Court at
Judicature at Bombay vide its order dated August 28 2014 Turbo Gears India
Private Limited (TGIPL) the fellow subsidiary has merged with the Company
w.e.f. April 1 2013. Turbo Gears India Private Limited (TGIPL) was incorporated
in June 19 1998 and is engaged in the manufacture and trade of gears and
related components for the automotive industry. The Company has its
manufacturing facilities located in Ranjangaon at Pune.
BUSINESS
OPERATIONS:
During
the year the company recorded a consolidated turnover of INR 11350.000 Million
as compared to previous year standalone turnover of INR 8320.000 Million.
Consolidated Operating Profit (EBITDA) increased to INR 1768.100 Million (15.6%
of revenue) from standalone EBITDA of INR 770.700 Million (9.3% of revenue).
Similarly Consolidated Profit after taxation (PAT) increased to INR 930.400
Million (8.2% of revenue) from standalone PAT of INR 261.700 Million (3.1% of
revenue). Improvement in profitability in the current year is mainly due to
better control over operating costs along with improved internal capacity
utilization.
BUSINESS
OUTLOOK:
The
company has consolidated its previous years growth in sales along with
significant improved profitability during the current year. Company is
expecting to continue consolidating the gains of previous year and also to
achieve growth in domestic as well as export sector in the current financial
year 2014-15. This favorable outlook is due to ongoing recovery of developed
economies improvement in emerging markets and continued shift of production
from Carraro Group units in Europe. Company is leveraging on its superior
technology in providing efficient transmission solution to Construction as well
Agricultural sector leading to further strengthen its customer portfolio.
MERGER:
The
Honble High Court Bombay has approved the Scheme of Amalgamation of Turbo Gears
India Private Limited
(TGIPL)
with Company vide order dtd. 28th August 2014 and the effective date of the
merger was 23rd September 2014.
The
appointed date of merger is April 1 2013. The financial results of erstwhile TGIPL
for the year ended March 31 2014 are reflected in Company’s accounts. Pursuant
to the merger the erstwhile shareholders of TGIPL were allotted 5760000 equity
shares of the Company.
In
accordance with the Scheme the Company has issued shares in the ratio of 0.06:1
i.e. 0.06 shares of the Company for each share held by shareholders of
erstwhile TGIPL. The swap ratio has been decided on the basis of fair valuation
of the shares performed by independent valuer. Accordingly Fair value of shares
of the Company and erstwhile TGIPL were been determined as Rs. 81.09 per share
and Rs. 4.74 per share respectively.
AMALGAMATION OF CARRARO INDIA PRIVATE LIMITED
AND TURBO GEARS INDIA PRIVATE LIMITED
Pursuant
to the Order of Honble Bombay High Court passed on August 28 2014approving a
Scheme of Amalgamation (the Scheme) of the Company with TGIPL the assets and
liabilities of TGIPL were transferred to and vested in the Company with effect
from April 1 2013 the appointed date as per the Scheme. The Company completed
the process of Amalgamation on ........... 2014 by filing of the aforesaid
Order with the Registrar of Companies. The financial statements of the Company
for the year ended March 31 2014 include the transactions and balances of TGIPL
and hence the same are not comparable with the figures of the previous year.
The
amalgamation has been accounted for under the Pooling of Interests method as
prescribed under notified Accounting Standard (AS) 14 Accounting for
Amalgamations and accordingly the assets liabilities and reserves of TGIPL as
at April 01 2013 have been taken over at book value.
In
accordance with the Scheme the Issued and paid up share capital has increased
to 62586000 equity shares of Rs 10 each from 56826000 equity shares of Rs 10
each. Authorised share capital has been increased to 176001000 equity shares of
Rs. 10 each from 76001000 equity shares of Rs. 10 each. The difference between
the amount recorded as share capital issued and the Net Book Value of Assets
Liabilities and Reserves taken over amounting to Rs. 902000000 has been
adjusted in Capital Reserves.
In
accordance with the Scheme the Company has issued shares in the ratio of 0.06:1
i.e. 0.06 shares of the Company for each share held by shareholders of
erstwhile TGIPL. The swap ratio has been decided on the basis of fair valuation
of the shares performed by independent valuer. Accordingly Fair value of shares
of the Company and erstwhile TGIPL has been determined as Rs. 81.09 per share
and Rs. 4.74 per share respectively. The said swap ratio has also been included
in the Scheme approved by the Honble Bombay High Court.
The
book values of assets and liabilities of Turbo Gears India Private limited
acquired on amalgamation are as follows:
|
PARTICULARS |
AMOUNT IN MILLION |
|
Non
Current Assets: |
|
|
Fixed
Assets |
1001.692 |
|
Long
Term Loans |
24.521 |
|
Total
Non Current Assets (A) |
1026.212 |
|
|
|
|
Current
Assets: |
|
|
Inventories |
146.467 |
|
Trade
Receivables |
227.351 |
|
Cash
and Bank Balances |
42.983 |
|
Short
Term Loans and Advances |
63.149 |
|
Other
Current Assets |
1.227 |
|
Total
Current Assets (B) |
481.177 |
|
|
|
|
Non
Current Liabilities: |
|
|
Long
Term Provisions |
15.277 |
|
Long
Term Borrowings |
542.409 |
|
Total
Non Current Liabilities (C) |
557.685 |
|
|
|
|
Current
Liabilities: |
|
|
Trade
Payables |
302.178 |
|
Short
Term Borrowings |
61.621 |
|
Other
current Liabilities |
126.233 |
|
Short
term provisions |
11.354 |
|
Total
Current Liabilities (D) |
501.386 |
|
|
|
|
Reserves: |
|
|
Deficit
in Statement of Profit and Loss |
(511.682) |
|
Total
Reserves (E) |
(511.682) |
|
|
|
|
Net
Book Value of Assets Liabilities and Reserves (F) = [(A) + (B) - (C) - (D) -
(E)] |
960.000 |
|
|
|
|
Amount
recorded as share capital issued (G) |
57.600 |
|
|
|
|
Capital
Reserves (F) - (G) |
902.400 |
Erstwhile
TGIPL had a different accounting policy in respect of accounting of foreign
currency translations with respect to long-term foreign currency monetary
items. Pursuant to the amalgamation the erstwhile TGIPL has adopted the policy
followed by the Company as mentioned in Note 2.11 with effect from April 01
2013.
FIXED ASSETS:
·
Land
·
Buildings
·
Plant and equipment
·
Furniture and fixtures
·
Vehicles
·
Motor vehicles
·
Office equipment
·
Computer equipments
·
Other equipments
·
Computer software
CMT REPORT (Corruption, Money Laundering & Terrorism]
The Public Notice information has been collected from various sources
including but not limited to: The Courts,
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. 62.33 |
|
|
1 |
Rs. 92.83 |
|
Euro |
1 |
Rs. 68.08 |
INFORMATION DETAILS
|
Information
Gathered by : |
PPT |
|
|
|
|
Analysis Done by
: |
SUM |
|
|
|
|
Report Prepared
by : |
BVA |
SCORE & RATING EXPLANATIONS
|
SCORE FACTORS |
RANGE |
POINTS |
|
HISTORY |
1~10 |
6 |
|
PAID-UP CAPITAL |
1~10 |
6 |
|
OPERATING SCALE |
1~10 |
6 |
|
FINANCIAL CONDITION |
|
|
|
--BUSINESS SCALE |
1~10 |
7 |
|
--PROFITABILITY |
1~10 |
7 |
|
--LIQUIDITY |
1~10 |
5 |
|
--LEVERAGE |
1~10 |
6 |
|
--RESERVES |
1~10 |
5 |
|
--CREDIT LINES |
1~10 |
6 |
|
--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 |
YES |
|
--AFFILIATION |
YES/NO |
YES |
|
--LISTED |
YES/NO |
NO |
|
--OTHER MERIT FACTORS |
YES/NO |
YES |
|
DEFAULTER |
|
|
|
--RBI |
YES/NO |
NO |
|
--EPF |
YES/NO |
NO |
|
TOTAL |
|
54 |
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 |
-- |
This report is issued at your request without any
risk and responsibility on the part of MIRA INFORM PRIVATE LIMITED (MIPL) or
its officials.