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3decades

 

MIRA INFORM REPORT

 

 

Report No. :

496011

Report Date :

09.03.2018

 

 

 

IDENTIFICATION DETAILS

 

Name :

TUBE INVESTMENTS OF INDIA LIMITED

 

 

Formerly known as:

TI FINANCIAL HOLDINGS LIMITED

 

 

Registered Office :

“Dare House”, No. 234 N S C Bose Road, Chennai-600001, Tamilnadu

Tel. No.:

91-44-42177770-6

 

 

Country :

India

 

 

Financials (as on) :

31.03.2017

 

 

Date of Incorporation :

06.10.2008

 

 

Com. Reg. No.:

18-069496

 

 

Capital Investment / Paid-up Capital :

INR 187.400 Million

 

 

CIN No.:

[Company Identification No.]

L35100TN2008PLC069496

 

 

IEC No.:

Not Divulged

 

 

TAN No.:

[Tax Deduction & Collection Account No.]

Not Available

 

 

PAN No.:

[Permanent Account No.]

Not Divulged

 

 

GST No.:

Not Divulged

 

 

Legal Form :

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

 

 

Line of Business :

The Company’s operations are organised into three major segments – Cycles and Accessories, Engineering and Metal Formed Products.

 

·         The Cycles and Accessories segment comprises of Standard bi-cycles, Special bi-cycles including alloy bikes and Speciality performance bikes and fitness equipments.

 

·         The Engineering segment comprises of cold rolled steel strips and precision steel tube viz., Cold Drawn Welded tubes (CDW) and Electric Resistance Welded tubes (ERW).

 

·         The Metal Formed Products segment comprises of Automotive and Industrial chains, fine blanked products, stamped products, roll-formed car doorframes and cold rolled formed sections for railway wagons and passenger coaches

 

 [Registered Activity]

 

 

No. of Employees :

3481 (Approximately)

 

 

RATING & COMMENTS

(Mira Inform has adopted New Rating mechanism w.e.f. 23rd January 2017)

 

MIRA’s Rating :

A+

 

Credit Rating

Explanation

Rating Comments

A+

Low Risk

Business dealings permissible with low risk of default

 

Maximum Credit Limit :

USD 326288000

 

 

Status :

Excellent

 

 

Payment Behaviour :

Regular

 

 

Litigation :

Exist 

 

 

Comments :

Subject is a part of Murugappa Group and it was incorporated in the year 2008. It is a manufacturer of cycles and its accessories, steel strips and tubes and metal formed products.

 

As per financials of March 2017, the company has registered marginal growth in its revenue and has reported average profit margin of 3.74%.

 

Rating takes into consideration the company’s satisfactory track record of business operations marked by healthy financials risk profile along with comfortable debt coverage indicators and good liquidity position.

 

Rating also takes into account leading market position and strong financial support received from its group.

 

Shares are quoted high on Stock Exchanges. (Share are traded at a price of INR 265 against its face value of INR 1.)

 

However, rating strength is partially offset by sluggish performance of its bicycles business and vulnerability of its operating profitability to intense competition and cyclicality in the automobile sector.

 

As per unaudited quarterly financials of December 2017, the company has achieved a revenue of INR 11,029.5 million and reported average profit margin of 3.17%.

 

Payment seems to be regular as per commitments.

 

In view of aforesaid, the company can be considered good for business dealings at normal trade terms and conditions.

 

NOTE:

As on 1st August 2017, “Tube Investments of India Limited” has demerged its whole manufacturing business. Demerged Company has changed in its name to “TI Financial Holding Limited”.

 

Later, Resulting Company changed to “Tube Investments of India Limited” which is the current name of the company.

 

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

 

Country Name

Previous Rating

(30.09.2017)

Current Rating

(31.12.2017)

India

A1

A1

 

Risk Category

ECGC Classification

Insignificant

 

A1

Low Risk

 

A2

Moderately Low Risk

 

B1

Moderate Risk

 

B2

Moderately High Risk

 

C1

High Risk

 

C2

Very High Risk

 

D

 

 

EXTERNAL AGENCY RATING

 

Rating Agency Name

CRISIL

Rating

Long Term Rating = AA

Rating Explanation

High degree of safety and very low credit risk

Date

14.12.2017

 

Rating Agency Name

CRISIL

Rating

Short Term Rating = A1+

Rating Explanation

Very strong degree of safety and carry lowest credit risk

Date

14.12.2017

 

 

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 31-03-2016.

 

BIFR (Board for Industrial & Financial Reconstruction) LISTING STATUS

 

Subject’s name is not listed as a Sick Unit in the publicly available BIFR (Board for Industrial & Financial Reconstruction) list as of 09.03.2018

 

IBBI (Insolvency and Bankruptcy Board of India) LISTING STATUS

 

Subject’s name is not listed in the publicly available IBBI (Insolvency and Bankruptcy Board of India) list as of report date.

 

 

LOCATIONS

 

Registered/ Corporate Office :

“Dare House”, No. 234 N S C Bose Road, Chennai-600001, Tamilnadu, India

Tel. No.:

91-44-42177770-6

Fax No.:

91-44-42110404 

E-Mail :

sureshs@tii.murugappa.com

info@tii.murugappa.com

invetorservices@tii.murugappa.com

Website :

http://www.tiindia.com

 

 

Plants :

TI CYCLES OF INDIA

 

Post Bag No.5, MTH Road, Ambattur, Chennai-600053, Tamilnadu, India

Tel No.: 91-44–42093434

Fax No.: 91-44–42093345

 

Sandharsi Tehsil Rajpura, Patiala, Punjab, India

Tel No.: 91-1762-269000/ 269200

 

Plot No. E – 8, MIDC Malegaon, Sinnar, Nashik-422103, Maharashtra, India

Tel No.: 91-2551-227500

Fax No.: 91-2551-230183

 

TUBE PRODUCTS OF INDIA

 

A-16 & 17, Industrial Focal Point Phase VI, SAS Nagar, Mohali-160051, Punjab, India

Tel No.: 91-172- 4009318

Fax No.: 91-172- 2271375

 

Shirwal Post, Khandala Taluka Satara-412801, Maharashtra, India

Tel No.: 91-2169-244080-85

Fax No.: 91-2169-244086

 

Avadi, Chennai-600 054, Tamilnadu, India

Tel No.: 91-44-42291999

Fax No.: 91-44-42291990

 

Tirupati-Tiruttani Highway Ponpadi Village, Thiruvelangadu Block, Tiruttani Taluk, Tiruvallur-631213, Tamilnadu, India

 

TI METAL FORMING

 

Chennai – Tiruvallur High Road Tiruninravur-602 024, Tamilnadu, India

Tel No.: 91-44-26390194/ 26390437

Fax No.: 91-44-26390856

 

80/81, SIDCO Industrial Estate, Kakkalur, Thiruvallur-602003, Tamilnadu, India

Tel No.: 91-44–27667104

Fax No.: 91-44-26390856

 

Gat No.312 Sablewadi, Bahul Post Chakan-Shikrapur Road, Khed, Taluk Pune-410 501, Maharashtra, India

 

Khasra No.222, Gangnouli Village Tehsil Laksar, Haridwar-247 663, Uttarakhand, India

 

Plot No.245, Sector 3 Growth Centre Bawal, Rewari-123501, Haryana, India

Tel No.: 91-1284–260707/ 264106

Fax No.: 91-1284– 264426

 

Khasra No.227, Gangnouli Village Tehsil Laksar, Haridwar 247663, Uttarakhand, India

 

Tata Motors Ltd. Vendors Park Plot No.C11, Survey No.1 North Kotpura, Sanand Viroch Nagar Post Ahmedabad-382170, Gujarat, India

 

Plot No.501 – B & C Halol Industrial Estate Survey Nos. 32 & 34, Village Dunia Tk Halol, District Pachmahals, Baroda-389350, Gujarat, India

Tel No.: 91-2676–224647

Fax No.: 91-2676–224035

 

TIDC INDIA

 

Ambattur, Chennai-600 053, Tamilnadu, India

Tel No.: 91-44-42235555

Fax No.: 91-44-42235406

 

Kazipally Village, Plot No.1 Jinnaram Mandal, Medak-502 319, Telangana, India

Tel No.: 91-8458-277240

Fax No.: 91-8458 -277241

 

Ganganouli, Laksar-247663, Uttarakhand, India

Tel No.: 91-1332–271295

 

 

DIRECTORS

 

AS ON: 31.03.2017

 

Name :

Ms. Madhu Dubhashi

Designation :

Director

Address :

B-29, Gate No. 3, Abhimanshree Society, Ncl Pashan Road, Pune-411008, Maharashtra, India

Date of Appointment :

01.8.2017

DIN No.:

00036846

 

 

Name :

Mr. Srinivasan Sandilya

Designation :

Director

Address :

B – 17, Kailash Colony, New Delhi-110048, India

Date of Appointment :

01.08.2017

DIN No.:

00037542

 

 

Name :

Mr. Lakshminarayanan Ramkumar

Designation :

Managing Director

Address :

10, Link Road, Kottur Garden, Kotturpuram, Chennai-600085, Tamilnadu, India

Date of Appointment :

06.10.2008

DIN No.:

00090089

 

 

Name :

Mr. Murugappan Murugappan Muthiah

Designation :

Director

Address :

Coromandel House,New No.14 (Old No.12) Boat Club Road, Raja Annamalaipuram, Chennai-600028, Tamilnadu, India

Date of Appointment :

01.08.2017

DIN No.:

00170478

 

 

Name :

Mr. Hemant Madhusudan Nerurkar

Designation :

Director

Address :

Flat No.1201, 12th Floor, Lodha Grandeur Rahimtullah Sayani Road, Prabhadevi, Mumbai-400025, Maharashtra, India

Date of Appointment :

01.08.2017

DIN No.:

00265887

 

 

Name :

Mr. Vellayan Subbiah

Designation :

Managing Director

Address :

No.10,Boat Club Road, R.A. Puram, Chennai-600028, Tamilnadu, India

Date of Appointment :

19.08.2017

DIN No.:

01138759

 

 

Name :

Mr. Pradeep Vasudeo Bhide

Designation :

Director

Address :

D - 1/48, (First Floor) Vasant Vihar, New Delhi-110057, India

Date of Appointment :

01.08.2017

DIN No.:

03304262

 

 

Name :

Mr. Ramesh Kizhakepatt Bhaskaran Menon

Designation :

Additional Director

Address :

Flat No.B1-212, 1st Floor "SOBHA ONYX" Apt Plot No.65/2B Agara Village, Begur Hobli, Srjpr Road, Bangalore-560102, Karnataka, India

Date of Appointment :

16.11.2017

DIN No.:

05275821

 

 

KEY EXECUTIVES

 

Name :

Mr. Suresh Swaminathan

Designation :

Company Secretary

Address :

Flat No. 16, Krishna Apartments New No. 36, Bagirathi Ammal Street, Chennai-600017, Tamilnadu, India

Date of Appointment :

01.08.2017

PAN No.:

AIYPS7118M

 

 

Name :

Mr. Mahendra Kumar

Designation :

Chief Financial Officer

Address :

316, Ramaniyam Kattima, 148, Pillayar koil street Thoraipakkam Chennai-600097, Tamilnadu, India

Date of Appointment :

01.08.2017

PAN No.:

AHZPM7703L

 

 

MAJOR SHAREHOLDERS / SHAREHOLDING PATTERN

 

AS ON: 31.12.2017

 

Category of shareholder

Total nos. shares held

Shareholding as a % of total no. of shares (calculated as per SCRR, 1957)As a % of (A+B+C2)

(A) Promoter & Promoter Group

91490567

49.92

(B) Public

91065714

49.69

(C1) Shares underlying DRs

4230630

0.00

(C2) Shares held by Employee Trust

703680

0.38

(C) Non Promoter-Non Public

4934310

0.38

Grand Total

187490591

100.00

 

 

Statement showing shareholding pattern of the Promoter and Promoter Group

 

Category of shareholder

Total nos. shares held

Shareholding as a % of total no. of shares (calculated as per SCRR, 1957)As a % of (A+B+C2)

A1) Indian

0.00

Individuals/Hindu undivided Family

17866792

9.75

M A M ARUNACHALAM

148660

0.08

M A ALAGAPPAN

130660

0.07

M M MURUGAPPAN

277360

0.15

M M MURUGAPPAN

355330

0.19

A VELLAYAN

249500

0.14

UMAYAL.R.

226580

0.12

A VENKATACHALAM

251000

0.14

VALLI ANNAMALAI

157127

0.09

M VELLACHI

115330

0.06

VALLI SUBBIAH

204000

0.11

M.A.ALAGAPPAN

215410

0.12

S.VELLAYAN

14500

0.01

M A M ARUNACHALAM

220278

0.12

ARUN ALAGAPPAN

216777

0.12

M A M ARUNACHALAM

470160

0.26

ARUN ALAGAPPAN

833090

0.45

M.A.ALAGAPPAN

710000

0.39

LAKSHMI CHOCKA LINGAM

158660

0.09

A VELLAYAN

382400

0.21

M M VENKATACHALAM

718120

0.39

LAKSHMI VENKATACHALAM

357680

0.20

LALITHA VELLAYAN

307160

0.17

MEYYAMMAI VENKATACHALAM

358580

0.20

S.VELLAYAN

14500

0.01

LAKSHMI RAMASWAMY

81000

0.04

M V VALLI MURUGAPPAN

978190

0.53

S VELLAYAN

430250

0.23

M V MURUGAPPAN

543330

0.30

M.V.MURUGAPPAN

863980

0.47

M M MURUGAPPAN

699715

0.38

A A ALAGAMMAI

662000

0.36

A M MEYYAMMAI

941500

0.51

M V SUBBIAH

171200

0.09

MEENAKSHI MURUGAPPAN

241870

0.13

M V SEETHA SUBBIAH

570550

0.31

M V SUBBIAH

572950

0.31

A VENKATACHALAM

513610

0.28

VALLIMUTHIAH

387080

0.21

V NARAYANAN

281140

0.15

V ARUNACHALAM

338990

0.18

M.M.VEERAPPAN

388130

0.21

ARUN VENKATACHALAM

198130

0.11

SOLACHI RAMANATHAN

8500

0.00

A V NAGALAKSHMI

3600

0.00

M M MUTHIAH

398130

0.22

M V AR MEENAKSHI

449630

0.25

A.KEERTIKA UNNAMALAI

500

0.00

SIGAPI ARUNACHALAM

227990

0.12

V VASANTHA

2300

0.00

M V MUTHIAH

449590

0.25

DHRUV M ARUNACHALAM

1000

0.00

M M SEETHALAKSHMI

319700

0.17

PRANAV ALAGAPPAN

25950

0.01

M V SUBRAMANIAN

23425

0.01

Any Other (specify)

73623775

40.17

AMBADI ENTERPRISES LTD.

1058200

0.58

A M M VELLAYAN SONS PRIVATE LTD.

38430

0.02

CARBORUNDUM UNIVERSAL LTD.

1000

0.00

M M MUTHIAH SONS PRIVATE LTD.

4200

0.00

M M MUTHIAH RESEARCH FOUNDATION

280920

0.15

AR LAKSHMI ACHI TRUST

391510

0.21

AMBADI INVESTMENTS LIMITED

70066595

38.23

M A ALAGAPPAN HOLDINGS PVT. LTD.

509860

0.28

MURUGAPPA EDUCATIONAL AND MEDICAL FOUNDATION

726200

0.40

M A MURUGAPPAN HOLDINGS PVT. LTD.

546860

0.30

Sub Total A1

91490567

49.92

A=A1+A2

91490567

49.92

 

Statement showing shareholding pattern of the Public shareholder

 

Category & Name of the Shareholders

Total no. shares held

Shareholding % calculated as per SCRR, 1957 As a % of (A+B+C2)

B1) Institutions

0.00

Mutual Funds/

26629512

14.53

L&T Mutual Fund Trustees Ltd. L & T Equity Fund

3216160

1.75

HDFC Trustee Company Ltd

13294490

7.25

Reliance Capital Trustee Co. Ltd. A/c. Reliance Regular Savings Fund - Equity Option

2643846

1.44

UTI - Mutual Fund Scheme

3540734

1.93

Foreign Portfolio Investors

20447502

11.16

Toyota Tsusho Corporation

2700000

1.47

Financial Institutions/ Banks

886420

0.48

Insurance Companies

2936126

1.60

LIFE INSURANCE CORPORATION OF INDIA

2936046

1.60

Any Other (specify)

3660

0.00

Sub Total B1

50903220

27.78

B2) Central Government/ State Government(s)/ President of India

0.00

B3) Non-Institutions

0.00

Individual share capital up to INR 0.200 Million

20880304

11.39

Individual share capital in excess of INR 0.200 Million

4132882

2.26

NBFCs registered with RBI

203031

0.11

Any Other (specify)

14946277

8.16

Trusts

107396

0.06

Alternative Investment Fund

502585

0.27

NRI

435370

0.24

Clearing Members

28923

0.02

NRI – Non- Repat

1660503

0.91

Bodies Corporate

12211500

6.66

SHAMYAK INVESTMENT PRIVATE LIMITED

2348880

1.28

GAGANDEEP CREDIT CAPITAL PVT LTD

4041256

2.21

Sub Total B3

40162494

21.92

B=B1+B2+B3

91065714

49.69

 

 

BUSINESS DETAILS

 

Line of Business :

The Company’s operations are organised into three major segments – Cycles and Accessories, Engineering and Metal Formed Products.

 

·         The Cycles and Accessories segment comprises of Standard bi-cycles, Special bi-cycles including alloy bikes and Speciality performance bikes and fitness equipments.

 

·         The Engineering segment comprises of cold rolled steel strips and precision steel tube viz., Cold Drawn Welded tubes (CDW) and Electric Resistance Welded tubes (ERW).

 

·         The Metal Formed Products segment comprises of Automotive and Industrial chains, fine blanked products, stamped products, roll-formed car doorframes and cold rolled formed sections for railway wagons and passenger coaches

 

 [Registered Activity]

 

 

Brand Names :

Not Available

 

 

Agencies Held :

Not Available

 

 

Exports :

Not Available

 

 

Imports :

Not Available

 

 

Terms :

 

Selling :

Not Available

 

 

Purchasing :

Not Available

 

PRODUCTION STATUS: NOT AVAILABLE

 

 

GENERAL INFORMATION

 

Suppliers :

Reference:

Not Available

Name of the Person (Designation):

--

Contact Number:

--

Since how long known:

--

Maximum limit dealt:

--

Experience:

--

Remark

--

 

 

Customers :

 

Reference:

Not Available

Name of the Person (Designation):

--

Contact Number:

--

Since how long known:

--

Maximum limit dealt:

--

Experience:

--

Remark

--

 

 

No. of Employees :

3481 (Approximately)

 

 

Bankers :

·         Bank of America

·         HDFC Bank Limited

·         Standard Chartered Bank

·         State Bank of India

·         The Hong Kong and Shanghai Banking Corporation Limited

 

 

Facilities :

SECURED LOANS

31.03.2017

(INR In Million)

31.03.2016

(INR In Million)

LONG-TERM BORROWINGS

 

 

7.55% Privately Placed NCD

1000.000

0.000

8.79% Privately Placed NCD

1500.000

1500.000

8.90% Privately Placed NCD

1000.000

1000.000

9.99% Privately Placed NCD

0.000

500.000

9.81% Privately Placed NCD

0.000

750.000

 

 

 

SHORT TERM BORROWINGS

 

 

From Banks

3500.000

0.000

Packing Credit Rupee Loans

1426.200

0.000

Cash Credit

91.900

0.000

Foreign Currency Loans

0.000

198.800

Cash Credit and other borrowings

0.000

296.900

 

 

 

Total

 

8518.100

4245.700

 

 

 

Auditors :

 

Name :

S R Batliboi and Associates LLP

Chartered Accountants

Address :

6th and 7th Floor, “A” Block Tidel Park, (Module 601, 701 and 702), No. 4 Rajiv Gandhi Salai, Taramani, Chennai-600113, Tamilnadu, India

Tel. No.:

91-44-66548100

Fax No.:

91-44-22540120

 

 

Memberships :

Not Available

 

 

Collaborators :

Not Available

 

 

Subsidiary Companies:

·         Shanthi Gears Limited

·         Financiere C10 SAS and its Subsidiaries namely:

  1. Sedis SAS
  2. Societe De Commercialisation De Composants Industriels – SARL (S2CI) (merged with Sedis SAS)
  3. Sedis Company Limited.
  4. Sedis GmbH

 

 

Joint Venture Company:

·         TI Tsubamex Private Limited

·         TI Absolute Concepts Private Limited

 

 

Company having Significant Influence and other entities of the Group :

·         Murugappa Holdings Limited

·         Ambadi Investments Private Limited

·         Parry Agro Industries Limited

·         Parry Enterprises India Limited

 

 

CAPITAL STRUCTURE

 

AS ON: 31.03.2017

 

Authorised Capital :

No. of Shares

Type

Value

Amount

 

 

 

 

250000000

Equity Shares

INR 1/- each

INR 250.000 Million

 

 

 

 

 

Issued, Subscribed & Paid-up Capital :

No. of Shares

Type

Value

Amount

 

 

 

 

187447871

Equity Shares

INR 1/- each

INR 187.400 Million

 

 

 

 

 

Note - Upon the scheme becoming effective, the company shall issue one fully paid up equity share of INR 1 each for every one fully paid up equity share held in the Demerged Company as at the record date

 

The Reconciliation of shares capital is given below:

 

Particulars

As on 31.03.2017

No. of Shares

In INR Million

At the beginning of the year

110000

1.100

Cancellation of existing Equity Share Capital pursuant to Scheme of Arrangement*

(110000)

(1.100)

Equity Shares of INR1 each to be issued pursuant to Scheme of Arrangement*

187447871

187.400

At the end of the year

187447871

187.400

 

* During the year, the face value of the share has been reduced from INR 10 per share to INR 1 per share, without any reduction in Authorised and Issued Share capital. Pursuant to the Scheme of Arrangement as mentioned in Note 2, the existing Share Capital of INR 1.100 million stands cancelled and credited to Capital Reserve. The Company shall issue Share Capital to the extent of the shares outstanding as at the record date in the books of the Demerged Company and accordingly the Authorised Share Capital has been increased to INR 250.000 million. The breakup of Equity Shares to be issued are as follows:

 

Particulars

INR Million

 

On account of Transfer of Assets and Liabilities as at 1st April 2016

187.300

On account of Shares issued upon exercise of Employees Stock Options after 1st April 2016

0.100

Equity Shares to be issued pursuant to the Scheme of Arrangement

187.400

 

Terms / Rights attached to class of shares

 

The Company has only one class of shares referred to as Equity Shares having a par value of INR 1 each. The holders of Equity Shares are entitled to one vote per share. Dividend proposed by the Board of Directors, if any, is subject to the approval of the shareholders in the ensuing Annual General Meeting, except in case of interim dividend. Repayment of capital will be in proportion to the number of equity shares held by the shareholders

 

Details of Shareholder(s) holding more than 5 percent of Equity Shares in the Company

 

Particulars

As on 31.03.2017

No. of Shares

% against total number of shares

Murugappa Holdings Limited (Face Value INR 1 each)

64054680

34.17%

 

Status on Global Depository Receipts (GDRs):

 

Pursuant to the Scheme of Arrangement, the Company shall issue shares in the ratio of GDRs held by them in the Demerged Company, to an appointed depository. The appointed depository shall hold such shares on behalf of the holders of the Demerged Company GDRs. Consequently, the aggregate number of GDRs deemed to be outstanding as at 31st March 2017 is 42,30,630 (As at 31st March 2016 - Nil) each representing one Equity Share of INR 1 face value. GDR % against total number of shares is 2.26%. The GDRs carry the same terms / rights attached to Equity Shares of the Company


 

FINANCIAL DATA

[all figures are in INR Million]

 

ABRIDGED BALANCE SHEET

 

SOURCES OF FUNDS

 

31.03.2017

31.03.2016

31.03.2015

I.              EQUITY AND LIABILITIES

 

 

 

(1)Shareholders' Funds

 

 

 

(a) Share Capital

187.400

374.700

374.300

(b) Reserves & Surplus

11232.700

19018.100

12831.000

(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)

11420.100

19392.800

13205.300

 

 

 

 

(3) Non-Current Liabilities

 

 

 

(a) Long-term borrowings

3500.000

3750.000

7811.300

(b) Deferred tax liabilities (Net)

643.800

419.600

567.000

(c) Other long term liabilities

0.000

0.000

0.000

(d) long-term provisions

0.000

0.000

0.000

Total Non-current Liabilities (3)

4143.800

4169.600

8378.300

 

 

 

 

(4) Current Liabilities

 

 

 

(a) Short term borrowings

3018.100

2658.200

3396.100

(b) Trade payables

7170.000

6124.400

6250.000

(c) Other current liabilities

2288.000

8262.300

3959.000

(d) Short-term provisions

712.800

1176.200

444.600

Total Current Liabilities (4)

13188.900

18221.100

14049.700

 

 

 

 

TOTAL

28752.800

41783.500

35633.300

 

 

 

 

II.            ASSETS

 

 

 

(1) Non-current assets

 

 

 

(a) Fixed Assets

 

 

 

(i) Tangible assets

8813.400

8316.000

9042.500

(ii) Intangible Assets

0.000

0.000

0.000

(iii) Capital work-in-progress

331.000

560.600

363.900

(iv) Intangible assets under development

0.000

0.000

0.000

(b) Non-current Investments

5720.300

14612.900

15231.800

(c) Deferred tax assets (net)

381.100

0.000

0.000

(d)  Long-term Loan and Advances

0.000

0.000

614.500

(e) Other Non-current assets

504.100

519.200

0.000

Total Non-Current Assets

15749.900

24008.700

25252.700

 

 

 

 

(2) Current assets

 

 

 

(a) Current investments

1020.800

0.000

0.100

(b) Inventories

5807.200

4583.100

4682.300

(c) Trade receivables

5282.200

4908.500

4779.400

(d) Cash and cash equivalents

187.600

7345.500

257.300

(e) Short-term loans and advances

13.700

936.300

661.500

(f) Other current assets

691.400

1.400

0.000

Total Current Assets

13002.900

17774.800

10380.600

 

 

 

 

TOTAL

28752.800

41783.500

35633.300

 

 

PROFIT & LOSS ACCOUNT

 

 

PARTICULARS

 

31.03.2017

31.03.2016

31.03.2015

 

SALES

 

 

 

 

 

Revenue from Operations

44158.900

39409.700

38277.700

 

 

Other Income

310.600

344.100

371.400

 

 

TOTAL                                    

44469.500

39753.800

38649.100

 

 

 

 

 

Less

EXPENSES

 

 

 

 

 

Cost of Materials Consumed

24738.400

23645.600

23851.500

 

 

Purchases of Stock-in-Trade

1334.700

793.100

885.000

 

 

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

(1079.400)

(124.000)

(492.100)

 

 

Employees benefits expense

3986.300

3579.100

3220.100

 

 

Other expenses

8468.300

8014.900

7620.000

 

 

Excise Duty on Sale of Goods and Scraps

3073.200

0.000

0.000

 

 

Exceptional Items

0.000

(7849.800)

(340.000)

 

 

TOTAL                                    

40521.500

28058.900

34744.500

 

 

 

 

 

 

PROFIT BEFORE INTEREST, TAX, DEPRECIATION AND AMORTISATION

3948.000

11694.900

3904.600

 

 

 

 

 

Less

FINANCIAL EXPENSES                       

720.500

1351.100

1383.000

 

 

 

 

 

 

PROFIT/ (LOSS) BEFORE TAX, DEPRECIATION AND AMORTISATION              

3227.500

10343.800

2521.600

 

 

 

 

 

Less/ Add

DEPRECIATION/ AMORTISATION                    

1212.500

1106.000

970.100

 

 

 

 

 

 

PROFIT/ (LOSS) BEFORE TAX                        

2015.000

9237.800

1551.500

 

 

 

 

 

Less

TAX                                                                 

425.500

1938.900

342.900

 

 

 

 

 

 

PROFIT/ (LOSS) AFTER TAX               

1589.500

7298.900

1208.600

 

 

 

 

 

 

EARNINGS IN FOREIGN CURRENCY

 

 

 

 

 

CIF Value

3477.600

2248.100

2220.400

 

TOTAL EARNINGS

3477.600

2248.100

2220.400

 

 

 

 

 

 

Earnings/ (Loss) Per Share (INR)

 

 

 

 

Basic

8.48

38.98

6.46

 

Diluted

8.48

38.94

6.45

 

 

CURRENT MATURITIES OF LONG TERM DEBT DETAILS

 

PARTICULARS

 

31.03.2017

31.03.2016

31.03.2015

Current Maturities of Long term debt

 

 

 

9.81% Privately Placed NCD*

750.000

750.000

0.000

9.99% Privately Placed NCD*

499.900

0.000

0.000

10.05% Privately Placed NCD

0.000

0.000

500.000

10.04% Privately Placed NCD

0.000

0.000

500.000

9.95% Privately Placed NCD

0.000

0.000

1000.000

9.46% Privately Placed NCD

0.000

0.000

1000.000

9.02% Privately Placed NCD #

0.000

1500.000

0.000

8.80% Privately Placed NCD #$

0.000

1500.000

0.000

8.65% Privately Placed NCD #

0.000

1250.000

0.000

8.91% Privately Placed NCD#

0.000

1000.000

0.000

9.90% Privately Placed NCD#

0.000

1000.000

0.000

Foreign Currency Long Term Buyers Credit Loans (LTBC)

 

 

 

LTBC – USB 1.45 Mio#

0.000

96.300

0.000

LTBC – USB 1.52 Mio#

0.000

100.400

0.000

LTBC – USB 1.29 Mio#

0.000

85.100

0.000

LTBC – USB 1.56 Mio#

0.000

37.100

0.000

LTBC – USB 1.17 Mio#

0.000

11.100

0.000

Total

1249.900

7330.000

3000.000

 

 

 

 

Cash generated from operations

3912.600

3358.200

2008.000

 

 

 

 

Net Cash Flow from Operating Activities

3553.600

1351.100

1672.900

 

 

KEY RATIOS

 

EFFICIENCY RATIOS

 

PARTICULARS

 

31.03.2017

31.03.2016

31.03.2015

Average Collection Days

(Sundry Debtors / Income * 365 Days)

43.66

45.46

45.57

 

 

 

 

Account Receivables Turnover

(Income / Sundry Debtors)

8.36

8.03

8.01

 

 

 

 

Average Payment Days

(Sundry Creditors / Purchases * 365 Days)

100.37

91.47

92.22

 

 

 

 

Inventory Turnover

(Operating Income / Inventories)

0.68

2.55

0.83

 

 

 

 

Asset Turnover

(Operating Income / Net Fixed Assets)

0.43

1.32

0.42

 

LEVERAGE RATIOS

 

PARTICULARS

 

31.03.2017

31.03.2016

31.03.2015

Debt Ratio

((Borrowing + Current Liabilities) / Total Assets)

0.62

0.70

0.70

 

 

 

 

Debt Equity Ratio

(Total Liability / Networth)

0.68

0.71

1.08

 

 

 

 

Current Liabilities to Networth

(Current Liabilities / Net Worth)

1.15

0.94

1.06

 

 

 

 

Fixed Assets to Networth

(Net Fixed Assets / Networth)

0.80

0.46

0.71

 

 

 

 

Interest Coverage Ratio

(PBIT / Financial Charges)

5.48

8.66

2.82

 

PROFITABILITY RATIOS

 

PARTICULARS

 

 

31.03.2017

31.03.2016

31.03.2015

Net Profit Margin

((PAT / Sales) * 100)

%

3.60

18.52

3.16

 

 

 

 

 

Return on Total Assets

((PAT / Total Assets) * 100)

%

5.53

17.47

3.39

 

 

 

 

 

Return on Investment (ROI)

((PAT / Networth) * 100)

%

13.92

37.64

9.15

 

SOLVENCY RATIOS

 

PARTICULARS

 

31.03.2017

31.03.2016

31.03.2015

Current Ratio

(Current Assets / Current Liabilities)

0.99

0.98

0.74

 

 

 

 

Quick Ratio

((Current Assets – Inventories) / Current Liabilities)

0.55

0.72

0.41

 

 

 

 

G-Score Ratio Financial

(Networth / Total Assets)

0.40

0.46

0.37

 

 

 

 

G-Score Ratio Debt

(Debts / Equity Capital)

41.45

36.66

37.96

 

 

 

 

G-Score Ratio Liquidity

(Total Current Assets / Total Current Liabilities)

0.99

0.98

0.74

Total Liability = Short-term Debt + Long-term Debt + Current Maturities of Long-term debts

 

 

STOCK PRICES

 

Face Value

INR 1.00/-

 

 

Market Value

INR 265.00/-

 


 

FINANCIAL ANALYSIS

[all figures are in INR Million]

 

DEBT EQUITY RATIO

 

Particular

31.03.2015

31.03.2016

31.03.2017

 

INR In Million

INR In Million

INR In Million

Share Capital

374.300

374.700

187.400

Reserves & Surplus

12831.000

19018.100

11232.700

Money received against share warrants

0.000

0.000

0.000

Share Application money pending allotment

0.000

0.000

0.000

Net worth

13205.300

19392.800

11420.100

 

 

 

 

long-term borrowings

7811.300

3750.000

3500.000

Short term borrowings

3396.100

2658.200

3018.100

Current Maturities of Long term debt

3000.000

7330.000

1249.900

Total borrowings

14207.400

13738.200

7768.000

Debt/Equity ratio

1.076

0.708

0.680

 

 


 

YEAR-ON-YEAR GROWTH

 

Year on Year Growth

31.03.2015

31.03.2016

31.03.2017

 

INR In Million

INR In Million

INR In Million

Sales

38277.700

39409.700

44158.900

 

 

2.957

12.051

 

 


 

NET PROFIT MARGIN

 

Net Profit Margin

31.03.2015

31.03.2016

31.03.2017

 

INR In Million

INR In Million

INR In Million

Sales

38277.700

39409.700

44158.900

Profit/ (Loss)

1208.600

7298.900

1589.500

 

3.16%

18.52%

3.60%

 

 

 

LEGAL CASES

 

 

High Court of Madras

 

Case Status Information System

 

Case Status :

Pending

Status Of :

CIVIL MISC. PETITION  21736  Of  2017

Litigants :

THE DEPURY COMMISSIONER CR-I,  Vs.  TUBE INVESTMENTS OF

Pet's Adv :

SPL.GOVT PLEADER TAXES

Res's Adv :

Last Hearing Date :

Tuesday, December 19, 2017

Category :

Tax/Tolls

 

 

Case Status :

Pending

Status Of :

WRIT APPEAL  1689  Of  2017

Litigants :

THE DEPURY COMMISSIONER CR-I,  Vs.  TUBE INVESTMENTS OF

Pet's Adv :

SPL.GOVT PLEADER TAXES

Res's Adv :

CHENNAI

Last Hearing Date :

Tuesday, December 19, 2017

Category :

Tax/Tolls

 

 

LOCAL AGENCY FURTHER INFORMATION

 

Sr. No.

Check list by info agents

Available in Report

(Yes/No)

1

Year of establishment

Yes

2

Constitution of the entity -Incorporation details

Yes

3

Locality of the entity

Yes

4

Premises details

No

5

Buyer visit details

--

6

Contact numbers

Yes

7

Name of the person contacted

No

8

Designation of contact person

No

9

Promoter’s background

Yes

10

Date of Birth of Proprietor / Partners / Directors

No

11

Pan Card No. of Proprietor / Partners

No

12

Voter Id Card No. of Proprietor / Partners

No

13

Type of business

Yes

14

Line of Business

Yes

15

Export/import details (if applicable)

No

16

No. of employees

Yes

17

Details of sister concerns

Yes

18

Major suppliers

No

19

Major customers

No

20

Banking Details

Yes

21

Banking facility details

Yes

22

Conduct of the banking account

--

23

Financials, if provided

Yes

24

Capital in the business

Yes

25

Last accounts filed at ROC, if applicable

Yes

26

Turnover of firm for last three years

Yes

27

Reasons for variation <> 20%

--

28

Estimation for coming financial year

No

29

Profitability for last three years

Yes

30

Major shareholders, if available

Yes

31

External Agency Rating, if available

Yes

32

Litigations that the firm/promoter involved in

Yes

33

Market information

--

34

Payments terms

No

35

Negative Reporting by Auditors in the Annual Report

No

 

 

INDEX OF CHARGES

 

CHARGES REGISTERED

SNO

SRN

CHARGE ID

CHARGE HOLDER NAME

DATE OF CREATION

DATE OF MODIFICATION

DATE OF SATISFACTION

AMOUNT

ADDRESS

1

G44418465

100099557

IDBI TRUSTEESHIP SERVICES LIMITED

04/05/2017

-

-

1000000000.0

ASIAN BLDG., GROUND FLOOR, 17, R.KAMANI MARG,BALLARD ESTATE,MUMBAIMH400001IN

2

C75723791

10615027

IDBI TRUSTEESHIP SERVICES LIMITED

07/01/2016

-

-

1500000000.0

ASIAN BLDG., GROUND FLOOR, 17, R.KAMANI MARG,BALLARD ESTATE,MUMBAIMH400001IN

3

C70638358

10604229

IDBI TRUSTEESHIP SERVICES LIMITED

20/11/2015

-

-

1000000000.0

ASIAN BLDG., GROUND FLOOR, 17, R.KAMANI MARG,BALLARD ESTATE,MUMBAIMH400001IN

4

G37301439

10121532

STANDARD CHARTERED BANK

27/08/2008

17/02/2017

-

10250000000.0

19, RAJAJI SALAICHENNAITN600001IN

5

Y10419044

90296117

INDUSTRIAL DEVELOPMENT BANK OF INDIA

14/02/1991

-

-

20000000.0

IDBI TOWERCUFFE PARADE; COLABABOMBAYMH400005IN

6

Y10418902

90295975

INDUSTRIAL DEVELOPMENT BANK OF INDIA

13/03/1987

11/04/1990

-

11200000.0

BANK OF BARODA BUILDING227; VINAY K SHAH MARG; NARIMAN POINTBOMBAYMH400021IN

7

Y10421021

90298094

THE INDUSTRIAL CREDIT & INVESTMENT CORPN. OF INDIA LIMITED

27/06/1969

-

-

2900250.0

163BACKBAY RECLAMATION; FORTBOMBAYMH600020IN

8

G72512411

10384399

IDBI TRUSTEESHIP SERVICES LIMITED

25/10/2012

30/08/2016

14/12/2017

750000000.0

ASIAN BLDG., GROUND FLOOR, 17, R.KAMANI MARG,BALLARD ESTATE,MUMBAIMH400001IN

 

 

CONTINGENT LIABILITIES:

 

Particulars

 

31.03.2017

(INR In Million)

Disputed Income-Tax demands under appeal / remand pending before various appellate / assessing authorities against the Demerged Company

 

393.600

Disputed Service Tax, Excise and Customs duty demand amounting to `0.11 Cr. (Previous Year Nil) pertaining to financial years 1999-2000 to 2012-13 under appeal pending before the Appellate Tribunal. The Management is of the opinion that the above demands are arbitrary and are not sustainable

 

1.100

Claims against the Company not acknowledged as debts

 

8.900


NOTES:

a. Draft Assessment Orders received from Income Tax Authorities and Show Cause Notices received from various other Government Authorities, pending adjudication, have not been considered as Contingent Liabilities.

 

b. The uncertainties and possible reimbursement in respect of the above mentioned contingent liabilities are dependent on the outcome of various legal proceedings and therefore, cannot be predicted accurately.

 

c. The Company considers the Cash flow in each of the cases to be uncertain and hence considered as Contingent liabilities.

 

d. As per the Scheme of Arrangement, all taxes, duties, cess payable by the Demerged Company relating to the Manufacturing Business Undertaking including all advance tax payments, tax deducted at source or any refunds / credit / claims relating thereto shall, for all purposes, be treated as advance tax payments, tax deducted at source or refunds / credit / claims, as the case may be, of the Company, provided however that any direct and indirect taxes that cannot specifically be earmarked as the liability or refunds / credit / claims relating to the Manufacturing Business Undertaking shall continue to be borne by the Demerged Company. The Scheme further provides that if the Demerged Company or their successor(s) receives any refunds / credit / claims or incurs any liability in respect of the Manufacturing Business Undertaking, the same shall be on behalf of and as a trustee of the Company and the same shall be refunded to / paid by the Company

 

UNAUDITED FINANCIAL RESULTS FOR THE QUARTER AND HALF YEAR ENDED 31.12.2017

 

(INR IN MILLION)

 

Particulars

Quarter

Ended

31.12.2017            

Quarter

Ended

30.09.2017            

Nine Months Ended

31.12.2017            

 

(Unaudited)

(Audited)

(Unaudited)

 

 

 

 

Income from operations

 

 

 

Sale of product

11029.500

11168.200

33775.000

Other operating revenue 

695.500

584.800

1877.700

Total revenue from operations

11725.000

11753.000

35652.700

Other Income

81.600

68.500

181.500

Total Income

11806.600

11821.500

35834.200

 

 

 

 

Expenses

 

 

 

Cost of Materials Consumed

6508.300

5956.500

19699.200

Purchases of Stock-in-Trade

246.000

586.500

1189.600

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

514.400

717.500

663.800

Excise Duty

0.000

0.000

831.300

Employee benefits expense

1123.900

1082.800

3240.600

Finance Costs

344.100

312.500

965.800

Depreciation and amortisation expense

146.600

142.400

423.800

Other expenditure

2419.000

2361.300

7130.300

Total Expenses

11302.300

11159.500

34144.400

 

 

 

 

Profit before tax (7-8)

504.300

662.000

1689.800

Tax expense

154.900

204.500

531.100

Net profit/ loss for the year

349.400

457.500

1158.700

Other comprehensive income

 

 

 

Items not to be reclassified to profit or loss in subsequent periods

 

 

 

Remeasurement Gains and Losses on Defined Benefit Obligations [Net] and Net Loss/ Gain on FVTOCI Equity Securities

(8.900)

(10.100)

(16.300)

Income Tax Effect

2.700

2.700

8.100

Items to be reclassified to profit or loss in subsequent periods

 

 

 

Net movement on cash flow hedges

(4.200)

1.200

4.100

Income Tax Effect

1.500

(0.500)

(1.400)

Total comprehensive income

(8.900)

(6.700)

(5.500)

Paid - up Equity Share Capital

(Face value of INR 10/- per share)

187.500

450.800

187.500

Earnings Per Share (EPS)

 

 

 

a) Basic and diluted EPS before exceptional Items for the period (INR)

1.86

2.44

6.18

b) Basic and diluted EPS after exceptional Items for the period (INR)

1.86

2.44

6.18

 

SEGMENT WISE REVENUE, RESULTS AND CAPITAL EMPLOYED

 

Particulars

Quarter

Ended

31.12.2017            

Quarter

Ended

30.09.2017            

Nine Months Ended

31.12.2017            

 

(Unaudited)

(Audited)

(Unaudited)

 

 

 

 

Segment Revenue

 

 

 

Cycle and Accessories 

3163.900

3612.700

10909.500

Engineering

6066.600

5700.700

17447.100

Metal Formed Products

2977.100

2874.000

8700.300

Unallocated Operating Income

6.300

3.700

15.600

Total

12213.900

12191.000

37072.500

Inter Segment Revenue

(488.900)

(438.100)

(1419.800)

Net Revenue

11725.000

11753.000

35652.700

 

 

 

 

Segment Results

 

 

 

Cycle and Accessories 

(33.300)

91.900

201.100

Engineering

476.900

448.1000

1293.000

Metal Formed Products

290.000

258.100

741.900

Total

733.600

798.100

2236.000

Finance Costs

(146.600)

(142.400)

(423.800)

Other Net Un-Allocable Income/Expenses and Inter Segment Eliminations

(82.700)

6.300

(122.400)

Net Profit Before Tax       

504.300

662.000

1689.800

 

 

 

 

Segment Assets

 

 

 

Cycle and Accessories 

5875.100

7195.700

5875.100

Engineering

11134.900

10786.700

11134.900

Metal Formed Products

5742.300

5864.900

5742.300

Unallocated Operating Assets

7291.800

6878.700

7291.800

Inter Segment Assets

(339.700)

(332.000)

(339.700)

Total

29704.400

30394.000

29704.400

 

 

 

 

Segment Liabilities

 

 

 

Cycle and Accessories 

2582.200

3275.100

2582.200

Engineering

4001.500

4383.700

4001.500

Metal Formed Products

2024.900

1975.000

2024.900

Unallocated Operating Liabilities

248.700

405.000

248.700

Inter Segment Liabilities

(339.700)

(332.000)

(339.700)

Total

8517.600

9706.8000

8517.600

 

 

 

 

Capital Employees [Segment Assets – Segment Liabilities]

 

 

 

Cycle and Accessories 

3292.900

3920.600

3292.900

Engineering

7133.400

6403.000

7133.400

Metal Formed Products

3717.400

3889.9000

3717.400

Other Unallocated Assets Net of Unallocated Liabilities

7043.100

6473.700

7043.100

Total

21186.800

20687.200

21186.800

 

NOTES:

 

1.     The above financial results have been reviewed by the Audit Committee and approved by the Board of Directors at its meeting held on 12th February 2018. 

 

2.     The Scheme of Arrangement (“the Scheme”) between the Company (“Resulting Company") and TI Financial Holdings Limited, formerly known as Tube Investments of India Limited (“Demerged Company") and their Shareholders under Sections 230 to 232 and other applicable provisions of the Companies Act, 2013 was approved by the Board of Directors of both the Companies on 3rd November 2016. Pursuant to the Scheme, the Manufacturing Business Undertaking of the Demerged Company was vested in/transferred from the Demerged Company to the Company vide the Order of the National Company Law Tribunal, Chennai (“NCLT”) dated 17th July 2017 sanctioning the Scheme (“Order of NCLT”). The Scheme was given effect by filing of a certified copy of the Order of NCLT on 1st August 2017 by the Company and the Demerged Company with the Registrar of Companies, Tamil Nadu, Chennai. The Scheme is effective from the Appointed Date i.e. 1st April 2016. 

 

3.     The above Standalone financial results for the previous period comparatives have been prepared and published after giving effect to the Scheme and by adopting the Companies (Indian Accounting Standards) Rules 2015 as amended ("Ind AS") in compliance with the Ministry of Corporate Affairs Notification dated 16th February 2015 with a transition of 1st April 2015. Further, the Standalone and Consolidated financial results for the quarter and nine months ended 31st December 2016 and the Consolidated results for the quarter ended 30th September 2017 have been subjected to Limted Review. 

 

4.     The Board of Directors has recommended an interim dividend of `1.25/- (Rupee one and paise twenty five only) per equity share of `1 each for the financial year 2017-18. 

 

5.     The equity shares of the Company got listed on 2nd November 2017 in the BSE Limited and the National Stock Exchange of India Limited. 

 

6.     During the quarter, 3,63,763 stock options were granted to eligible employees at the rate of one stock option of the Company for every stock option held and outstanding in the Demerged Company on the date of the Nomination and Remuneration Committee Resolution dated 21st November 2017, as provided under the Scheme of Arrangement for Demerger sanctioned by the National Company Law Tribunal. The total outstanding Employee Stock Options as at 31st December 2017 are 3,63,763. 

 

7.     The consolidated financial results of the Company comprising the Company, its subsidiaries (together 'the Group') and its joint ventures, include the results of the following entities: 

Shanthi Gears Limited – Subsidiary 

              I.        Financiere C10 SAS (FC10) – Subsidiary 

             II.        Sedis SAS - Subsidiary of FC10 

            III.        Sedis Gmbh - Subsidiary of FC10 

           IV.        Sedis Co Ltd. - Subsidiary of FC10 

            V.        TI Tsubamex Private Limited - Joint Venture Company 

           VI.        TI Absolute Concepts Private Limited - Joint Venture Company 

 

8.     The Company has invested INR 15.000 million during the quarter ended 31st December 2017 in TI Absolute Concepts Private Limited without any change in the shareholding percentage. 

 

9.     The Standalone figures of the previous quarter ended 30th September 2017 are the balancing figures between the audited results in respect of the six months ended 30th September 2017 and unaudited results of 30th June 2017 of the current financial year which were subjected to limited review.

 

10.  The above Financial Results are also available on the stock exchange websites www.bseindia.com and www.nseindia.com and on our website www.tiindia.com. 

 

11.  'Previous periods' figures have been re-grouped / re-classified, where necessary to make it comparable with the current period. 

 

 

UNSECURED LOANS

 

PARTICULARS 

31.03.2017

(INR In Million)

31.03.2016

(INR In Million)

LONG-TERM BORROWINGS

 

 

Commercial Papers

1500.000

0.000

 

 

 

From Banks

 

 

- Foreign Currency Loans

0.000

662.500

Commercial papers

0.000

1500.000

 

 

 

Total

 

1500.000

2162.500

 

 

CORPORATE INFORMATION

 

Tube Investments of India Limited (“the Company”) was formerly known as TI Financial Holdings Limited and is a Public Limited Company domiciled in India. The Registered Office of the Company is located at 234, NSC Bose Road, Chennai, Tamilnadu

 

The Company was originally incorporated as TI Financial Holdings Limited (CIN: U35100TN2008PLC069496) on 6th October 2008 under the Companies Act, 1956, as a wholly-owned subsidiary of erstwhile Tube Investments of India Limited (“Demerged Company”).

 

Pursuant to the Scheme of Arrangement (“the Scheme”) the details relating to which are more elaborately provided under Note 2 below, the Manufacturing Business Undertaking of the Demerged Company was vested in / transferred to the Company vide the Order of the National Company Law Tribunal, Chennai (“NCLT”) dated 17th July 2017 sanctioning the Scheme (“Order of NCLT”). The Scheme was given effect by filing of a certified copy of the Order of NCLT on 1 st August 2017 by the Company and the Demerged Company with the Registrar of Companies, Tamil Nadu, Chennai. The Scheme is effective from the Appointed Date i.e. 1st April 2016.

 

Pursuant to the Scheme, the Name of the Company is being changed to “Tube Investments of India Limited”.

 

The Company has manufacturing locations across the Country and has three product segments namely, Cycles and Accessories, Engineering and Metal Formed Products. The Company also has Subsidiaries and Joint Venture Companies, Viz., Shanthi Gears Limited, Financiere C10 SAS, Sedis SAS, Sedis GmbH, Sedis Company Limited, TI Tsubamex Private Limited and TI Absolute Concepts Private Limited.

 

The standalone financial statements were authorised for issue in accordance with a resolution of the directors on 9th August 2017.

 

 

SCHEME OF ARRANGEMENT

 

The Scheme of Arrangement (“the Scheme”) between the Company (“Resulting Company”) and TI Financial Holdings Limited, formerly known as Tube Investments of India Limited (“Demerged Company”) and their Shareholders under Sections 230 to 232 and other applicable provisions of the Companies Act, 2013, was approved by the Board of Directors of both the Companies on 3rd November 2016.

 

The Demerged Company, interalia, was engaged in manufacturing of tubes, strips, tubular components, bicycles and fitness products, chains for automobile sector and industrial applications, roll-formed sections, other metal formed products, industrial gears, designing and manufacturing of dies (“Manufacturing Business Undertaking”). The Manufacturing Business is also carried out through subsidiaries and Joint Venture Companies (Shanthi Gears Limited, Financiere C10 SAS, Sedis SAS, Sedis GmbH, Sedis Company Limited, TI Tsubamex Private Limited and TI Absolute Concepts Private Limited).

 

The Scheme provided for the demerger of the Manufacturing Business Undertaking of the Demerged Company into this Company, on a going concern basis, with effect from the appointed date of 1st April 2016.

 

The salient features of the Demerger are as under:

 

a.     The Demerged Company and the Company has made applications and / or petitions under Section 230 read with Section 232 of the Companies Act, 2013 and other applicable provisions of the Companies Act, 2013 to the National Company Law Tribunal, Chennai (“Tribunal” or “NCLT”) for sanction of this Scheme and all matters ancillary or incidental thereto

b.    The whole of the undertaking and assets and properties of the Manufacturing Business Undertaking of the Demerged Company, shall stand transferred to and vested in the Company with all the rights, title and interest pertaining to the Manufacturing Business Undertaking.

c.     The Scheme of Arrangement would become effective from the Appointed Date i.e. 1st April 2016 but shall be operative from the Effective Date i.e. 1 st August 2017 being the date of filing of a certified copy of the Order of NCLT by the Company and the Demerged Company with the Registrar of Companies, Tamil Nadu, Chennai.

d.    Equity Share Capital of the Company

i.              Equity Share Capital of INR 1.100 millionof the Company as on the Appointed Date shall stand cancelled and credited to Capital Reserve.

ii.             The Company shall issue and allot 1 (One) fully paid up Equity Share of INR 1 (Rupee One Only) each for every 1 (One) fully paid up equity share of INR 2 (Rupees Two) each held in the Demerged Company.

iii.            The equity shares of the Company will be listed on the Stock Exchanges, namely BSE Limited and the National Stock Exchange of India Limited, on which the shares of the Demerged Company are listed, after making necessary applications for the approval of the said Stock Exchanges.

e.     All legal proceedings by or against the Demerged Company relating to Manufacturing Business Undertaking were transferred to the Company.

 

f.     All staff and employees of the Demerged Company pertaining to Manufacturing Business Undertaking in service on the Effective Date shall be deemed to have become staff and employees of the Company and the terms and conditions of their employment with the Company shall not be less favourable than those applicable to them with reference to their employment in the Demerged Company.

 

g.     Employees Stock Option Schemes

 

i.The Company shall take necessary steps to formulate stock option schemes by adopting the Existing Stock Option Schemes of the Demerged Company.

 

ii. With respect to the stock options granted by the Demerged Company to the employees of the Demerged Company under the Existing Stock Option Schemes and upon the Scheme becoming effective, the said employees shall be issued one stock option by the Company under the new scheme(s) for every stock option held in the Demerged Company, whether the same are vested or not on terms and conditions similar to the relevant Existing Stock Option Schemes.

iii. The existing exercise price of the stock options of the Demerged Company shall stand suitably adjusted in an appropriate manner as determined by the Nomination and Remuneration Committee of the Demerged Company and the balance of the exercise price shall become the exercise price of the stock options issued by the Company.

 

h.     All the contracts, deeds, bonds, agreements, arrangements, assurances and other instruments of whatsoever nature of Manufacturing Business Undertaking of Demerged Company was transferred to the Company

 

i.      All debts, liabilities, duties and obligations of relating to Manufacturing Business Undertaking of Demerged Company were transferred to the Company.

 

j.      Pursuant to the Scheme, Net Assets of INR 9793.700 million was taken over from the Demerged Company on 1st April 2016

 

 

MANAGEMENT DISCUSSION AND ANALYSIS

 

SCHEME OF ARRANGEMENT (DEMERGER), SHARE CAPITAL AND LISTING OF EQUITY SHARES

 

SCHEME OF ARRANGEMENT AND SANCTION BY NATIONAL COMPANY LAW TRIBUNAL

 

The Board of Directors of the Company, at the meeting held on 3rd November 2016, approved a Scheme of Arrangement (‘Scheme’) for the demerger of the Manufacturing Business Undertaking of the Demerged Company viz., Tube Investments of India Limited, (now known as TI Financial Holdings Limited) on a going concern basis, in favour of the Company (Resulting Company). The Manufacturing Business Undertaking which has vested in the Company means the manufacturing of tubes, strips, tubular components, bicycles and fitness products, chains for automobile sector and industrial applications, roll-formed sections, other metal formed products, industrial gears, designing and manufacturing of dies and includes investments in Shanthi Gears Limited, Financiere C10 SAS, Sedis SAS, Sedis Co Limited, Sedis Gmbh, TI Tsubamex Private Limited and TI Absolute Concepts Private Limited. etc. The Scheme received the approval of the shareholders of the Demerged Company at the Equity Shareholders Meeting convened and held on 24th April 2017 as per the directions of the National Company Law Tribunal, Chennai (‘NCLT’). The Scheme was sanctioned by the NCLT vide its Order dated 17th July 2017. The Scheme has become effective on 1 st August 2017, being the date of filing of the aforementioned Order of Sanction with the Registrar of Companies, Tamil Nadu, Chennai.

 

 

BUSINESS REVIEW – STANDALONE

 

Cycles and Components

 

TI’s Presence

 

The Cycles and Components segment of the Company comprises bicycles of the Standard and Special variety including alloy bikes & specialty performance bikes, bicycle components sold as spares and home fitness equipment.

 

INDUSTRY SCENARIO

 

Bicycles fall under two distinct categories – Standard and Special. While the Standard cycles are largely used for commuting, especially in small towns & rural areas, the Specials cycles have come to be looked at as a product for fun, fitness and leisure activities. As per the industry estimates, bicycle industry volumes declined approximately by 8% during 2016-17. While orders from the Government Schemes witnessed a decline from the record levels of the previous year, trade volumes witnessed a decline of around 10% during the year. 2016-17 was a very challenging year for the bicycle industry, with consumer demand adversely impacted by the effects of demonetisation and drought in parts of the country. On the other hand, increasing aspirations, higher purchasing power, international exposure to usage patterns and growing fitness consciousness are providing impetus to the use of high-end special bicycles, the sale volumes of which have continued to grow steadily year-on-year.

 

Nearly 80% of the country’s requirements are met by four major players. The smaller regional players and imports constitute the balance. The Company enjoys a share of over one-third of the total organised market with a much higher share in the premium segment.

 

 

REVIEW OF PERFORMANCE

 

The segment sold over 40 lakh bicycles during the year, which was however lower by 13% over 2015-16. The business retained overall market share in trade cycles and made significant gains in Specials. The segment continues to focus on creating an enhanced retail experience especially with regard to the Specials and premium segment. The Company’s exclusive retail outlets have been brought under a common brand of “Track & Trail” with a consistent online presence. 35 new Track & Trail outlets were opened in 2016-17 and many more migrated from the older format, taking the total of exclusive Track & Trail outlets to 100. The segment also made a strong entry into e-commerce with a presence in 3 online marketplaces apart from its own e-commerce portal, www.trackandtrail.in

 

‘Ciclo Café’, a new retail concept of cafe-cum-cycle store, which was launched in Chennai in 2014-15 to promote the sale of high-end bicycles and to strengthen the presence amongst cycling communities, was spun off as a joint venture so as to expand to other cities like Hyderabad and Gurugram.

 

The Company set up a dedicated team (Premium Cycles Group or PCG) to focus on the development and growth of premium performance bicycles in India. A key development in this direction was the launch of the World renowned ‘Ridley’ brand of bicycles in India, including an India-specific product portfolio during the year. The range of premium cycles under the Montra and Roadeo brands is being expanded further giving Indian consumers international quality bicycles at affordable prices.

 

The Company inaugurated a state-of-the-art bicycle manufacturing plant at Rajpura (Punjab) during the year, with an installed capacity of 2,50,000 bicycles per month. The Rajpura facility will enable the segment take advantage of an established vendor base available nearby in Ludhiana. As a consequence, operations at an older plant in a leased premises in North India were wound down to derive cost efficiencies.

 

Exports of bicycles during the year grew at a very healthy pace, tapping into opportunities in Europe. Debottlenecking of capacity at the Ambattur facility is proposed which would help the Company grow its exports further.

 

ENGINEERING

 

TI’S PRESENCE

 

The Engineering Segment of the Company consists of cold rolled steel strips and precision steel tubes viz., Cold Drawn Welded tubes (CDW) and Electric Resistance Welded tubes (ERW). These products primarily cater to the needs of the automotive, boiler, bicycle, general engineering and process industries. The Company is further engaged in the manufacture of large diameter welded tubes mainly for non-auto application which are largely imported.

 

INDUSTRY SCENARIO

 

The overall automotive industry grew by 5% during 2016-17. The passenger vehicle, commercial vehicle and two-wheeler segments registered growth of 9%, 3% and 6% respectively over the last fiscal. Within the two wheeler segment, the sale volumes in scooters and motorcycles grew by 12% and 2% respectively.

 

In Cold Rolled Steel Strips, the Company continued to be a ‘niche player’ in a market dominated by integrated steel manufacturers by focussing on special grades catering to varied applications in different sizes and grades.

 

REVIEW OF PERFORMANCE

 

The Engineering segment continued on the growth path on the back of growth in the domestic auto industry and in exports by taking good advantage of the capabilities, regional plants and distribution network of the segment.

 

During the year, volumes of the precision steel tubes business grew 9%, while the cold rolled steel strips business grew 7%. The large diameter tube manufacturing plant, which caters to the requirements of the power, infrastructure, off-highway and general engineering segments further stabilised during the year. Plans have been drawn up for optimum utilisation of this facility and improvement in the market share.

 

During the year, the segment registered revenue of INR 20770.000 million as compared to INR 18210.000 million during the previous year. The operating profit before interest and tax stood at INR 1460.000 million as compared to INR 94 million during 2015-16.

 

Increase in volumes in the domestic market and exports, modernisation of facility and further enhancement in efficiencies were the key business emphasis areas aiding improved profitability during 2016-17.

 

Some U.S. steel tubular products manufacturers have filed petitions before U.S. authorities alleging dumping/unfair imports of cold-drawn steel mechanical tubes, supported by countervailable subsidies from the respective national Governments, from the People's Republic of China, the Federal Republic of Germany, India, Italy, the Republic of Korea, and Switzerland, resulting in material injury to the U.S. domestic industry. The proceedings are currently on before the United States Department of Commerce and the United States International Trade Commission. The Company is represented by a reputed US firm dealing with trade cases in the said proceedings to defend its interest.

 

METAL FORMED PRODUCTS

TI’S PRESENCE

 

Automotive & industrial chains, fine blanked products, stamped products, roll-formed car doorframes and cold rolled formed sections for railway wagons and passenger coaches constitute the Metal Formed Products segment.

 

INDUSTRY SCENARIO

 

The two wheeler segment grew 6%, the scooter segment by 12% and the passenger car segment by 9%, during 2016-17. The segment is one of the three major players manufacturing roller chains and fine blanked parts for the automotive industry in India. The replacement market for chains and sprockets continued to register a good growth due to the increasing two wheeler population. The domestic demand for industrial chains has grown moderately.

 

Currently, there are three established roll-formed car doorframe manufacturers in the country. The international car majors continue to invest in the country and are increasingly using India as an export base. As a result, many component manufacturers have the opportunity to cater to the global needs of automobile manufacturers and their Tier 1 suppliers. Within the railway segment, the freight sub-segment is yet to show any sign of a major revival. A pick-up was witnessed with regard to the passenger coach sub-segment with the segment supplying 159 coaches to the Integral Coach Factory, Chennai (ICF).

 

REVIEW OF PERFORMANCE

 

Sale of automotive chains to OEMs (Original Equipment Manufacturers) grew negatively at 3% when compared to 2015-16. The Company continued to expand its presence in the aftermarket segment benefiting from the twowheeler population growth. Sale of industrial chains in the domestic market recorded a growth of 15% during the year due to new products developed substituting the imports as well as through the appointment of dealers in growing industrial belts. Fine blanked components volumes grew by 5% primarily through new parts developed for the four wheeler segment. Though exports registered a growth of 4% over 2015-16, the challenges faced continued due to the difficult demand conditions in Europe, with a weak Euro affecting realisations.

 

Doorframe sale volumes were higher at 6% during 2016-17 due to higher sales on selected models with two of the renowned auto majors. The focus is on generating more business from the auto OEMs, leveraging the Tier-1 position with specific emphasis on roll form channels and other tubular parts used in passenger cars. In addition, growing the casings vertical with efforts spread across sectors and geographical regions catering to new customers for both four wheeler and two wheeler auto electrical manufacturers, strengthening the current position in respect of coach parts, expanding the customer base beyond ICF and foraying into agri-rotovators blades and other farm implements are some of the opportunities that will be looked into closely to sustain the drive towards growth.

 

The chains business segment will be pursuing its core business processes to successfully handle fluctuations as well as change in the product mix to meet customers demand in order to grow. The auto aftermarket continues to provide opportunities for growth notwithstanding good competition and the business expects to strengthen on the sales structure, deepen its coverage and launch new products for new categories.

 

FIXED ASSETS:

 

·         Land (Freehold)

·         Buildings

·         Plant and Machinery

·         Railway Siding

·         Office Equipment

·         Furniture and Fixtures

·         Vehicles

 

 

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 records 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 records 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

INR

US Dollar

1

INR 64.92

UK Pound

1

INR 90.23

Euro

1

INR 80.54

 

 

INFORMATION DETAILS

 

Analysis Done by :

VIV

 

 

Report Prepared by :

RUP

 


 

SCORE FACTORS

 

DEMERIT POINTS

 

 

--BANK CHARGES

YES/NO

YES

--LITIGATION

YES/NO

YES

--OTHER ADVERSE INFORMATION

YES/NO

NO

MERIT POINTS

 

 

--SOLE DISTRIBUTORSHIP

YES/NO

NO

--EXPORT ACTIVITIES

YES/NO

NO

--AFFILIATION

YES/NO

YES

--LISTED

YES/NO

YES

--OTHER MERIT FACTORS

YES/NO

YES

 

 

RATING EXPLANATIONS

 

Credit Rating

Explanation

Rating Comments

A++

Minimum Risk

Business dealings permissible with minimum risk of default

A+

Low Risk

Business dealings permissible with low risk of default

A

Acceptable Risk

Business dealings permissible with moderate risk of default

B

Medium Risk

Business dealings permissible on a regular monitoring basis

C

Medium High Risk

Business dealings permissible preferably on secured basis

D

High Risk

Business dealing not recommended or on secured terms only

NB

New Business

No recommendation can be done due to business in infancy stage

NT

No Trace

No recommendation can be done as the business is not traceable

 

NB is stated where there is insufficient information to facilitate rating. However, it is not to be considered as unfavourable.

 

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 are as follows:

 

·         Financial condition covering various ratios

·         Company background and operations size

·         Promoters / Management background

·         Payment record

·         Litigation against the subject

·         Industry scenario / competitor analysis

·         Supplier / Customer / Banker review (wherever available)

 

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.