s r ate ugust hindustan dorr-oliver ltd. · 2017. 8. 23. · hindustan dorr-oliver ltd. the company...

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Stakeholders’ Education | Corporate Governance Research | Corporate Governance Score | Proxy Advisory STAKEHOLDERS EMPOWERMENT SERVICES 1 | P AGE SECTOR: ENGINEERING REPORTING DATE: 14 TH AUGUST, 2017 HINDUSTAN DORR-OLIVER LTD. www.hdo.in Hindustan Dorr-Oliver Ltd. NSE Code - HINDDORROL TABLE 1 - MARKET DATA (STANDALONE) (AS ON 06 TH AUGUST, 2017) Sector - Engineering NSE Market Price (`) 2.65 NSE Market Cap. (₹ Cr.) 18.50 Face Value (`) 2.00 Equity (` Cr.) 14.40 Business Group – N.A. 52 week High/Low (₹) 18.10/2.60 Net worth (₹ Cr.)* -1,058.23 Year of Incorporation - 1974 TTM P/E (TTM) N.A. Traded Volume (Shares) 10,500 TTM P/BV N.A. Traded Volume (lacs) 0.28 Registered Office - Source - Capitaline, TTM - Trailing Twelve Months, N.A. – Not Applicable, *As on 30 TH September, 2016 Dorr-Oliver House, COMPANY BACKGROUND Chakala Andheri (E), A leading engineering company, Hindustan Dorr-Oliver is engaged in turnkey projects to serve a diverse range of industries like environmental engineering, pulp and paper, chemicals and fertilisers. The company has executed some outstanding phosphatic fertiliser plants, systems for water management in steel mills, and the petrochemical and oil and gas industries. It has entered into agreement with Buss, Switzerland, covering specialised equipment and technologies of their process technology division. It has introduced pipe cross reactor technology from a French company. It has signed a MoU with the same company to supply engineered retro packages to expand its production capacity and is also introducing more modern technology for industrial and municipal waste treatment plants with technical support from Mass Transfer Technologies, UK. Mumbai, 400 099, Maharashtra Company Website: www.hdo.in Revenue and Profit Performance The revenue of the Company decreased from ₹50.05 crores to ₹22.81 crores from quarter ending Sep’15 to quarter ending Sep’16. The Company made a loss of ₹43.71 crores in quarter ending Sep’16 vis-a-vis making a loss of ₹46.14 crores in quarter ending Sep’15. Source - Money Control Performance vis-à-vis Market TABLE 2- Returns 1-m 3-m 6-m 12-m Hindustan Dorr-Oliver Ltd 1.85% -20.00% -20.46% 30.80% NIFTY 2.93% 6.53% 14.37% 16.37% NIFTY REALTY 1.23% 5.42% 45.35% 37.23% Source – Capitaline / NSE 22.81 69.32 50.05 -43.71 -38.27 -46.14 -100 -50 0 50 100 Sep'16 Mar'16 Sep'15 Quarterly revenue and Profit (₹ CRORE) Revenue Profit - 0.50 1.00 1.50 2.00 Aug 16 Sep 16 Oct 16 Nov 16 Dec 16 Jan 17 Feb 17 Mar 17 Apr 17 May 17 Jun 17 Jul 17 Hinduja Foundries Ltd NIFTY NIFTY REALTY

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Page 1: S R ATE UGUST Hindustan Dorr-Oliver Ltd. · 2017. 8. 23. · HINDUSTAN DORR-OLIVER LTD. The Company has not received confirmation from one of the lender having outstanding of ₹158.92

Stakeholders’ Education | Corporate Governance Research | Corporate Governance Score | Proxy Advisory

STAKEHOLDERS EMPOWERMENT SERVICES

1 | P A G E

SECTOR: ENGINEERING REPORTING DATE: 14TH AUGUST, 2017

HINDUSTAN DORR-OLIVER LTD. www.hdo.in

Hindustan Dorr-Oliver Ltd. NSE Code - HINDDORROL TABLE 1 - MARKET DATA (STANDALONE) (AS ON 06TH AUGUST, 2017)

Sector - Engineering NSE Market Price (`) 2.65 NSE Market Cap. (₹ Cr.) 18.50

Face Value (`) 2.00 Equity (` Cr.) 14.40

Business Group – N.A. 52 week High/Low (₹) 18.10/2.60 Net worth (₹ Cr.)* -1,058.23

Year of Incorporation - 1974 TTM P/E (TTM) N.A. Traded Volume (Shares) 10,500

TTM P/BV N.A. Traded Volume (lacs) 0.28

Registered Office - Source - Capitaline, TTM - Trailing Twelve Months, N.A. – Not Applicable, *As on 30TH September, 2016

Dorr-Oliver House, COMPANY BACKGROUND

Chakala Andheri (E), A leading engineering company, Hindustan Dorr-Oliver is engaged in turnkey projects to serve

a diverse range of industries like environmental engineering, pulp and paper, chemicals and

fertilisers. The company has executed some outstanding phosphatic fertiliser plants, systems

for water management in steel mills, and the petrochemical and oil and gas industries. It has

entered into agreement with Buss, Switzerland, covering specialised equipment and

technologies of their process technology division. It has introduced pipe cross reactor

technology from a French company. It has signed a MoU with the same company to supply

engineered retro packages to expand its production capacity and is also introducing more

modern technology for industrial and municipal waste treatment plants with technical support

from Mass Transfer Technologies, UK.

Mumbai, 400 099, Maharashtra

Company Website:

www.hdo.in

Revenue and Profit Performance

The revenue of the Company decreased from ₹50.05 crores to

₹22.81 crores from quarter ending Sep’15 to quarter ending

Sep’16. The Company made a loss of ₹43.71 crores in quarter

ending Sep’16 vis-a-vis making a loss of ₹46.14 crores in quarter

ending Sep’15.

Source - Money Control

Performance vis-à-vis Market

TABLE 2- Returns

1-m 3-m 6-m 12-m

Hindustan Dorr-Oliver Ltd 1.85% -20.00% -20.46% 30.80%

NIFTY 2.93% 6.53% 14.37% 16.37%

NIFTY REALTY 1.23% 5.42% 45.35% 37.23%

Source – Capitaline / NSE

22.81

69.3250.05

-43.71 -38.27-46.14

-100

-50

0

50

100

Sep'16 Mar'16 Sep'15

Quarterly revenue and Profit (₹ CRORE)

Revenue Profit

-

0.50

1.00

1.50

2.00

Aug16

Sep16

Oct16

Nov16

Dec16

Jan17

Feb17

Mar17

Apr17

May17

Jun17

Jul17

Hinduja Foundries Ltd NIFTY NIFTY REALTY

Page 2: S R ATE UGUST Hindustan Dorr-Oliver Ltd. · 2017. 8. 23. · HINDUSTAN DORR-OLIVER LTD. The Company has not received confirmation from one of the lender having outstanding of ₹158.92

Stakeholders’ Education | Corporate Governance Research | Corporate Governance Score | Proxy Advisory

STAKEHOLDERS EMPOWERMENT SERVICES

2 | P A G E

SECTOR: ENGINEERING REPORTING DATE: 14TH AUGUST, 2017

HINDUSTAN DORR-OLIVER LTD. www.hdo.in

TABLE 3 - FINANCIALS

(₹ Cr.) Sep’16 Mar’16 Sep’15 % Change

Sep ’16 vs Mar’16 Mar’16 vs Sep’15

Net Worth -1,058.23 -879.872 -802.97 N.A. N.A.

Current Assets 465.7 430.45 379.32 8.19% 13.48%

Non-Current Assets 246.57 354.90 360.34 -30.52% -1.51%

Total Assets 712.27 785.353 739.66 -9.31% 6.18%

Investments 153.86 153.858 153.86 0.00% 0.00%

Finance Cost 38.20 33.99 35.45 12.39% -4.12%

Long Term Liabilities 1.27 20.047 154.24 -93.66% -87.00%

Current Liabilities 1,769.23 1,645.178 1,388.39 7.54% 18.50%

Turnover 22.75 69.32 50.05 -67.18% 38.50%

Profit After Tax (PAT) -43.71 -38.27 -46.14 N.A. N.A.

EPS (₹) -6.06 -5.32 -6.40 N.A. N.A.

Source - Money Control/ Stock Exchange filling

Discussion by the Company in quarterly results (September, 2016) –

During the quarter ended and half year ended September 30, 2016, the Company has incurred a loss of ₹43.71 crore and ₹88.03

crore respectively resulting into accumulated losses exceeding Its net worth. The Company has obligations towards borrowings

(including Interest) aggregating to ₹ 1,244.76 crore which Includes working capital loan from banks of ₹ 399.28 crore

outstanding letters or credit/bill discounting from banks of ₹ 17.75 crore , current maturities of long term debts- off ₹ 136.22

crore falling due over next twelve months period, liabilities towards Working capital Term Loan, Funded Interest Term loan,

Working Capital loan and Interest of ₹6.52 crore and Interest accrued of ₹ 38.65 crore obligations pertaining to operations

including unpaid creditors and statutory dues as at September 30, 2016. These matters require the Company to generate

additional cash flows to fund the operations as well as other statutory obligations notwithstanding the current level of low

operating activities. The Company has been unable to obtain financing for this purpose. The Situation indicates the existence of a

material uncertainty that may cast significant doubt on the Company's ability to continue as going concern and therefore the

Company may be unable to realize Its assets and discharge Its liabilities in the normal course of business. The statements do not

include any adjustment in this respect.

Certain unbilled revenue, trade receivables Including bank guarantees encashed by the customers and withheld amount

aggregating to ₹121.51 crore which are subject matters of various disputes/negotiations with the customers and contractors and

in respect of which material uncertainties exists. The management of the Company is confident of positive resolutions of disputes

and recovering the aforesaid dues and no provision Is considered necessary at this stage.

Investment and advances in its Indian subsidiary having book value aggregating to ₹153.80 crore and ₹5.00 crore respectively as

at September 30, 2016 having negative net worth, are carried at fair value. Considering a long-term investment, no provision for

diminution/ bad debts in value of investment/ advances is considered necessary by the management.

Overdue trade receivables and unbilled revenue as at September 30, 2016, aggregating to ₹57.66 crore and ₹85.98 crore have

been considered good by the management. The Management is in continuous engagements with the parties for realization of its

dues and hence, no provision for the same considered necessary.

Recovery proceedings against the Company by a lender under the Securitization and Reconstruction of Financial Assets and

Enforcement of Security Interest Act, 2002. In respect of outstanding loan (Including Interest) aggregating to ₹596.12 crore up to

March 31, 2016. The Bank has however demanded ₹654.50 crore. The difference of being penal and other charges, the Company

has not provided for the same as It is in the process of reconciliation.

In respect or Trade receivables, mobilization advances, retention money, trade payables and certain bank balances, external

confirmation of the balances are not available. The management Is of the opinion that these accounts will not require any

material adjustments.

Page 3: S R ATE UGUST Hindustan Dorr-Oliver Ltd. · 2017. 8. 23. · HINDUSTAN DORR-OLIVER LTD. The Company has not received confirmation from one of the lender having outstanding of ₹158.92

Stakeholders’ Education | Corporate Governance Research | Corporate Governance Score | Proxy Advisory

STAKEHOLDERS EMPOWERMENT SERVICES

3 | P A G E

SECTOR: ENGINEERING REPORTING DATE: 14TH AUGUST, 2017

HINDUSTAN DORR-OLIVER LTD. www.hdo.in

The Company has not received confirmation from one of the lender having outstanding of ₹158.92 crore (Including interest

accrued of ₹33.93 crore) as at September 30, 2016. In the opinion of the management, there will be no material adjustment on

the confirmation by the lender.

AUDIT QUALIFICATIONS

Audit Qualifications in last 3 years: The Statutory Auditors has given Qualified opinion in last 3 years. (FY 2015-16, FY 2014-15 &

FY 2013-14)

Basis for Qualified Opinion for the financial year 2015-2016

a) Note 31 to the standalone financial statements in respect of preparation of financial statements of the Company on going

concern basis for the reasons stated therein. The accumulated losses of the Company as at March 31, 2016 amounting to

₹ 1,104.32 crores have exceeded its net worth. Further, the Company’s current liabilities exceed current assets by ₹1,214.72

crores. The Company has obligations towards borrowings aggregating to ₹970.43 crore which include working capital loan and

outstanding letters of credit/bill discounting from banks. The Company has obligations pertaining to operations including unpaid

creditors and statutory dues, these matters require the Company to generate additional cash flows to fund the operations as well

as other statutory obligations notwithstanding the current level of low operating activities. This indicates the existence of a

material uncertainty that may cast significant doubt on the Company’s ability to continue as going concern and therefore the

Company may be unable to realize its assets and discharge its liabilities in the normal course of business. The standalone

financial statement does not include any adjustment in this respect.

b) Note 36 to the standalone financial statements in connection with the existence of material uncertainties over the realisability

of bank guarantees encashed by customers, unbilled revenue, trade receivables and withheld amount aggregating to ₹53.86

crore, which are subject matters of various negotiations with the customers. Further, Bank Guarantee of ₹52.67 crore was

encashed subsequent to this year end. The management of the Company is confident of positive outcome of the negotiations and

recovering the aforesaid dues. In view of pending-certification of bills/slow progress/termination of these projects and lack of

other alternate audit evidence to corroborate management’s assessment of recoverability of these ba lances, we are unable to

comment on the extent to which these balances are recoverable.

c) Note 37 to the standalone financial statements in respect of invocation of corporate guarantees of ₹141.18 crore and initiation

of recovery actions against the company in respect of such guarantees extended / executed for its one subsidiary in favour of the

lenders. No provision has been made in the accounts for such possible loss.

d) Note 32 to the standalone financial statements regarding investments and advances in its Indian subsidiary having book value

aggregating to ₹153.8 crore and ₹5 crores respectively as at March 31, 2016, which were carried at fair value. In absence of

valuation of investments in the subsidiary, we are unable to comment whether any provision for diminution/bad debts in the

value of investment/advances is required.

e) Note 39 and 40 to the standalone financial Statements in respect of certain projects wherein the Management of the Company

has considered overdue trade receivables aggregating to ₹57.61 crores and unbilled revenue amounting to ₹86.72 crore, as good

and fully recoverable and no provisions for the same have been made for the reasons stated therein.

f) Note 38 to the standalone financial statements wherein one lender has initiated recovery proceedings against the Company

under the Securitization and Reconstruction of Financial Assets and Enforcement of Security Interest Act, 2002 in respect of

outstanding loan aggregating to ₹596.11 crore (including interest on WCTL and FITL of ₹17.79 crore). The Bank has however

demanded ₹654.5 crore. The difference being penal and other charges, the company has not provided for the same for the

reason stated therein.

g) Note 34 to the standalone financial statements, in respect of trade receivables, mobilization advances, retention money, trade

payables and certain bank balances, external confirmations of the balances are not available. Due to non-availability of

confirmation of balances, we are unable to quantify the impact, if any, arising from the confirmation of balances.

h) Note 35 to the standalone financial statements, wherein the Company has not received confirmation from one of the lender

having outstanding of ₹152.01 crores (including interest accrued of ₹27.63 crore) as at March 31, 2016. Due to non-availability of

confirmation of balances, we are unable to quantify the impact, if any, arising from the confirmation of balances.

Page 4: S R ATE UGUST Hindustan Dorr-Oliver Ltd. · 2017. 8. 23. · HINDUSTAN DORR-OLIVER LTD. The Company has not received confirmation from one of the lender having outstanding of ₹158.92

Stakeholders’ Education | Corporate Governance Research | Corporate Governance Score | Proxy Advisory

STAKEHOLDERS EMPOWERMENT SERVICES

4 | P A G E

SECTOR: ENGINEERING REPORTING DATE: 14TH AUGUST, 2017

HINDUSTAN DORR-OLIVER LTD. www.hdo.in

Management Response:

With reference to observations made in Auditor’s report, the notes of account are self-explanatory and therefore do not call for

any further comments. The results for the year ended March 31, 2016 have been subjected to an audit by the Statutory Auditors

of the Company and a qualified report has been issued by them thereon.

1. With respect to Company’s ability to continue as going concern. The group is confident of implementing the business plan and

meeting its obligations in due course of time. Accordingly, financial statements have been prepared as a Going Concern.

2. With respect to material uncertainties over the realizability of bank guarantees encashed by the customers, unbilled revenue,

trade receivables etc. The management of the Company is confident of positive outcome of the negotiations and recovering the

aforesaid dues.

3. With respect of invocation of corporate guarantee executed for one of our subsidiary and initiation of recovery actions against

the company. The management is in engagement with the lender to resolve the matter and the respective liability is appearing in

the books of subsidiary Company.

4. With respect to provision for diminution/bad debts in the value of investment/advances in our Indian subsidiary. Considering

the long-term investment, no provision for diminution/bad debts in value of investment/advances is considered necessary by the

management.

5. With respect to trade receivables and unbilled revenue of certain projects, the management of the Company is in continuous

engagement with respective contractee/clients including initiation of legal proceedings confident of positive outcome of the

negotiations and recovering the aforesaid dues.

6. With respect to one lender initiated recovery proceedings against the company. The company is in process of reconciling the

difference.

7. With respect to the non-availability of confirmation of balances from trade receivables/trade payables and one of the lender.

The management is of the opinion that these accounts will not require any material adjustment upon receipt of balance

confirmation.

Basis for Qualified Opinion for the financial year 2014-2015:

1. Note 31 to the financial statement wherein the accumulated losses of the Company as at March 31, 2015 amounting to

₹941.06 crore have exceeded its net worth. The Company has obligations towards borrowings aggregating to ₹845.57 crore,

which include working capital loan and outstanding letters of credit/bill discounting from banks. The Company has obligations

pertaining to operations including unpaid creditors and statutory dues. These matters require the Company to generate

additional cash flows to fund the operations as well as other statutory obligations notwithstanding the current level of low

operating activities. This indicates the existence of a material uncertainty that may cast significant doubt on the Company’s

ability to continue as going concern and therefore the Company may be unable to realize its assets and discharge its liabilit ies in

the normal course of business. The financial statement does not include any adjustment in this respect.

2. Note 32 to the financial statement regarding investments in its Indian subsidiary having book value aggregating to ₹153.8

crore as at March 31, 2015, which have been carried at fair value. In absence of valuation of investments in the subsidiary, we

are unable to comment whether any provision for diminution in the value of investment is required.

3. Note 35 to the financial statement wherein the Management of the Company has considered Trade Receivables and other

receivable amounting to ₹53.49 crore in respect of certain projects, as good and fully recoverable. In view of non-availability of

alternate audit evidence to corroborate management’s assessment of recoverability of these balances and having regard to the

age of these balances, we are unable to comment the extent to which these balances are recoverable.

4. Note 36 to the financial statement regarding Unbilled Revenue of ₹83.96 crore in respect of certain projects where progress is

insignificant during the year and the billing is pending for a longer period have been considered good and fully recoverable. In

view of non-billing after a considerable period of time, we are unable to comment the extent to which these amounts will be

billed and recoverable.

5. Note 34 to the financial statement, in respect of trade receivables, mobilization advances, retention money, trade payables

and certain bank balances, external confirmations of the balances are not available. Due to non-availability of confirmation of

balances, we are unable to quantify the impact, if any, arising from the confirmation of balances.

Page 5: S R ATE UGUST Hindustan Dorr-Oliver Ltd. · 2017. 8. 23. · HINDUSTAN DORR-OLIVER LTD. The Company has not received confirmation from one of the lender having outstanding of ₹158.92

Stakeholders’ Education | Corporate Governance Research | Corporate Governance Score | Proxy Advisory

STAKEHOLDERS EMPOWERMENT SERVICES

5 | P A G E

SECTOR: ENGINEERING REPORTING DATE: 14TH AUGUST, 2017

HINDUSTAN DORR-OLIVER LTD. www.hdo.in

Management Response:

With regard to note No 31 to the financial statements regarding preparation of financial statements of the Company on a going

concern basis - the management is taking all possible steps to increase and improve the operations of the company for

generation of profits. Also, steps are being initiated to look for strategic investors and to infuse additional capital into the

business.

With regard to Note 32 regarding investments in its Indian subsidiary having book value aggregating to ₹153.8 crore in view of

future prospects of business, value of properties and increased operations, the company does not envisage any diminution in

value of investments.

With regard to Note 35 the Company has considered Trade Receivables and other receivable amounting to ₹53.49 crore in

respect of certain projects, as good and fully recoverable the amounts are considered realizable based on favourable

developments arising out of continuous contract management steps taken and continuous engagement with the customers for

realisation of dues by the company. The Board of Directors is of the view that the receivable covered in the Auditors Report are

good and fully recoverable.

With regard to Note 36 to the financial statement regarding Unbilled Revenue of ₹83.96 crores in respect of certain projects

where progress is insignificant during the year and the billing is pending for a longer period have been considered good and fully

recoverable. The Board of Directors is of the view that since these are milestone billings as per Contract these will get converted

into actual billings once the milestone is completed.

With regard to Note 34 in respect of trade receivables, mobilization advances, retention money, trade payables and certain bank

balances, external confirmations of the balance not available. The company had made an effort to obtain confirmation of

balances from the Debtors. However, the confirmations were not received by the company. The Board of Directors is of the view

that the receivable amount covered in the Auditors Report are good and fully recoverable.

Basis for Qualified Opinion for the financial year 2013-2014:

a) Note 32 to the financial statement regarding preparation of financial statements of the Company on going concern basis for

the reasons stated therein. The accumulated losses of the Company as at March 31, 2014 have eroded its net worth. The

appropriateness of assumption of going concern is dependent upon improvement of the Company is future operations and ability

to raise requisite finance/generate cash flows in future to meet its obligations, including financial support to its subsidiaries.

b) Note 33 regarding further investments of ₹23.75 crore in its Indian subsidiary having book value aggregating to ₹153.8 crores

as at March 31, 2014, which were carried at fair value. In absence of valuation of investments in the subsidiary, we are unable to

comment whether any provision for diminution in the value of investment is required

c) Note 34 regarding investments in its foreign subsidiary and loans and advances receivable from such subsidiary aggregating to

₹149.58 crores, whose accumulated losses exceeded their consolidated net worth and the financial statements have been

prepared on going concern basis, considered good by the management for the reasons stated therein. In absence of audit

evidence to corroborate management's assessment, we are unable to comment the extent to which these are recoverable.

d) Note 35 of the financial statements wherein deferred tax assets on business losses aggregating to ₹108.93 crore has been

recognized on the basis of business plan prepared by the management. The management believes that sufficient future taxable

income will be available against which such deferred tax assets will be realised. In absence of virtual certainty supported by

convincing evidence that sufficient future taxable income will be available against which the deferred tax assets can be realized,

we are unable to comment the extent to which such deferred tax assets can be realized.

e) Note 37 of the financial statements wherein the management of the company has considered trade receivables and other

receivables amounting to ₹51.53 crore in respect of certain projects, as good and fully recoverable. In view of non-availability of

alternate audit evidence to corroborate management’s assessment of recoverability of these balances and having regard to the

age of these balances, we are unable to comment the extent to which these balances are recoverable.

Management Response:

With regard to Note 32 to the financial statements regarding preparation of financial statements of the Company on going

concern basis the management is taking steps to increase the operations of the company mutually for generation of profits. Also,

steps are being initiated to infuse additional capital into the business.

With regard to Note 33 regarding further investments in view of future prospects properties and increased operations, the

Page 6: S R ATE UGUST Hindustan Dorr-Oliver Ltd. · 2017. 8. 23. · HINDUSTAN DORR-OLIVER LTD. The Company has not received confirmation from one of the lender having outstanding of ₹158.92

Stakeholders’ Education | Corporate Governance Research | Corporate Governance Score | Proxy Advisory

STAKEHOLDERS EMPOWERMENT SERVICES

6 | P A G E

SECTOR: ENGINEERING REPORTING DATE: 14TH AUGUST, 2017

HINDUSTAN DORR-OLIVER LTD. www.hdo.in

company does not envisage any diminution in the value of investments.

With regard to Note 34 regarding investments in its foreign subsidiary and loans and advances receivable the foreign subsidiary

has obtained and in the process of obtaining good orders for execution and increased operations. Steps are being initiated to

infuse additional capital into the business.

With regard to Note 35 of financial statements wherein deferred tax assets on business losses the difference tax amount has

already been written off in the current financial year.

With regard to Note 37 of the financial statements regarding trade receivables and other receivables amounting to Rs 51.53

crore in respect of certain projects, as good and fully recoverable the amounts are considered realizable based on favourable

developments arising out of continuous contract management steps taken and continuous engagement with the customers for

realization of dues by the Company. The Board of Directors is of the view that the receivables amount covered in the Auditors

report are good and fully recoverable.

Emphasis of Matters for the financial year 2013-2014

a) In respect of trade receivables, mobilization advances, retention money, trade payables and certain bank balances, external

confirmations of the balances are not available. Due to non-availability of confirmation of balances, we are unable to quantify

the impact, if any, arising from the confirmation of balances.

b) Unbilled Revenue of ₹46.1 crore in respect of certain projects where progress is insignificant during the year and the billing is

pending for a period of more than two years have been considered good and fully recoverable. In view of non-billing after a

considerable period of time, we are unable to comment the extent to which these amounts will be billed and recoverable.

Repetitive Emphasis of Matters for the financial year between 2014 to 2016:

a) In respect of pending winding up petitions against the Company before the Hon’ble High Court of Bombay. The matter is

subjudice and outcome of which is subject to the Company fulfilling the payment conditions of Memorandum of Understanding/

Consent Terms.

b) Managerial remuneration paid to the Executive Director aggregating to ₹0.01 crore is in excess of the prescribed limits

specified under schedule XIII of the companies Act, 1956 and is subject to the central government approval. (only for 2014 &

2015)

Response Comment

Frequency of Qualifications In last three years

Have the auditors made any adverse

remark in last 3 years? Yes

In the opinion of Statutory Auditor, matters described in the basis

for qualified opinion and emphasis of matters paragraph, may

have adverse effect on the functioning of the Company.

Are the material accounts audited by the

Principal Auditors? Yes -

Do the financial statements include

material unaudited financial statements? Yes

The consolidated financial statements contain unaudited accounts

of two subsidiaries. The unaudited statements are material (>20%

of the total assets and revenue) with respect to the consolidated

accounts of the Company. As a material part of the consolidated

financial statements of the Company are unaudited, this raises

concern regarding the fairness of such financial statements.

TABLE 4: BOARD PROFILE (AS PER ANNUAL REPORT 2015-16)

Regulatory Norms Company

% of Independent Directors on the Board 33% 43%

% of Promoter Directors on the Board - 0%

Number of Women Directors on the Board At least 1 1

Classification of Chairman of the Board - Independent Director

Is the post of Chairman and MD/CEO held by the same person? - No

Average attendance of Directors in the Board meetings (%) - 92%

Page 7: S R ATE UGUST Hindustan Dorr-Oliver Ltd. · 2017. 8. 23. · HINDUSTAN DORR-OLIVER LTD. The Company has not received confirmation from one of the lender having outstanding of ₹158.92

Stakeholders’ Education | Corporate Governance Research | Corporate Governance Score | Proxy Advisory

STAKEHOLDERS EMPOWERMENT SERVICES

7 | P A G E

SECTOR: ENGINEERING REPORTING DATE: 14TH AUGUST, 2017

HINDUSTAN DORR-OLIVER LTD. www.hdo.in

Composition of Board: As per Regulation 17(1)(b) of the Listing Regulations, 2015, the Company should have at least 33%

Independent Directors as the Chairman of the Board is a Non-Executive Director. The Company has 43 % of Independent

Directors and hence, it meets the regulatory requirements.

Board Diversity: The Company has 7 directors out of which only 1 is Women Director.

TABLE 5 - FINANCIAL RATIOS

Ratios Sep’16 Mar’16 Sep’15

% Change

Sep ’16 vs

Mar’16

Mar’16 vs

Sep’15

Turn

ove

r

Rat

ios

Inventory Turnover 0.00 0.00 0.00 0.00 0.00

Debtors Turnover 0.17 0.53 0.41 -68.60% 30.34%

Fixed asset Turnover 0.09 0.20 0.14 -52.76% 40.62%

Current Asset Turnover 0.05 0.16 0.13 -69.67% 22.05%

Ret

urn

Rat

ios Operating Profit Margin -28.35% -5.34% -22.80% N.A. N.A.

Net Profit Margin -192.13% -55.21% -92.19% N.A. N.A.

Return on Assets (ROA) N.A. N.A. N.A. N.A. N.A.

Return on Equity (ROE) N.A. N.A. N.A. N.A. N.A.

Return on Capital Employed (ROCE) N.A. N.A. N.A. N.A. N.A.

Liq

uid

ity

Rat

ios

Current Ratio 0.26 0.26 0.27 0.60% -4.23%

Quick Ratio 0.26 0.26 0.27 0.60% -4.23%

Cash Ratio 0.19 0.18 0.18 2.09% -1.30%

Working Capital Turnover ratio N.A. N.A. N.A. N.A. N.A.

Solv

ency

Rat

ios Debt to equity ratio N.A. N.A. N.A. N.A. N.A.

Interest Coverage Ratio N.A. N.A. N.A. N.A. N.A.

Trad

ing

Rat

ios

Market Cap / Sales 4.10 1.11 2.29 270.51% -51.79%

Market Cap/ Net Worth N.A. N.A. N.A. N.A. N.A.

Market Cap/PAT N.A. N.A. N.A. N.A. N.A.

Market Cap/EBITDA N.A. N.A. N.A. N.A. N.A.

Source - Money Control

TABLE 6 - TRADING VOLUME

Jun’17 Dec’16 Jun’16

% Change

June 17 vs

Dec 16

Dec 16 Vs

June 16

Trading Volume (shares) (avg. of 1 qtr) 34,994 1,78,746 15,971 -80.42% 1019.17%

Trading Volume (shares) (high in 1 qtr) 3,35,444 18,60,160 2,61,086 -81.97% 612.47%

Trading Volume (shares) (low in 1 qtr) 60 13,859 146 -99.57% 9392.47%

Ratio - High/low trading volume 5,590.73 134.22 1,788.26 4065.34% -92.49%

Ratio - High/average trading volume 9.59 10.41 16.35 -7.89% -36.34%

Source - Capitaline

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TABLE 7 (A): OWNERSHIP & MANAGEMENT RISKS

Jun’17 Dec’16 Jun’16 Comments

Shar

eho

ldin

g (%

)

Promoter shareholding 55.28 55.28 55.28 • No new equity shares were issued during the

period from June 16 to June 17.

• There was no change in the ‘promoter

shareholding’ during the said period.

• The shareholding of ‘public institution’

decreased from 7.91% to 4.71% and that of

‘public others’ increased from 36.81% to

40.01%.

• The promoters have pledged / encumbered

53.15% of their shareholding.

Public - Institutional

shareholding 4.71 6.78 7.91

Public - Others shareholding 40.01 37.94 36.81

Non-Promoter Non-Public

Shareholding 0.00 0.00 0.00

Source - NSE

MAJOR SHAREHOLDERS (AS ON 30TH June 2017)

S. No. Promoters Shareholding

S. No. Public Shareholders Shareholding

1 IVRCL Limited 55.28% 1 Sundaram Mutual Fund A/C 3.99%

2 Mukul Agrawal 1.73%

Source - NSE

TABLE 7 (B): OWNERSHIP & MANAGEMENT RISKS

Market Activity of Promoters The promoters have not sold/bought any shares in last one year.

Preferential issue to promoters No preferential issue of shares was made to the promoters in last one year.

Preferential issue to others No preferential issue of shares was made to other shareholders in last one year.

GDRs issued by the Company The Company did not issue any GDRs in last one year.

Issue of ESOPs / Issue of shares other than

Preferential allotment The Company does not have any ESOP Scheme.

Source - Annual Report FY 2015-16

TABLE 8: PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY

Sr. No. Name and Description of main products / services % to Total turnover of the Company

1 Construction of Utility Projects 100%

Source - Annual Report FY 2015-16

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Glossary

Equity: The equity shares capital of the Company

Net Worth: The amount by which the Assets exceeds the liabilities excluding shareholders’ funds of the Company

Turnover: The revenue earned from the operations of the Company

EPS: Earning Per Share is net profit earned by the Company per share

𝐸𝑃𝑆 =Profit After Tax

Number of outstanding shares

P/E ratio: It is the ratio of the Company’s share price to earnings per share of the Company

𝑃/𝐸 𝑟𝑎𝑡𝑖𝑜 =Price of each share

Earnings per share

Current Assets: Cash and other assets that are expected to be converted to cash in one year

Fixed Assets: assets which are purchased for long-term use and are not likely to be converted quickly into cash, such as land,

buildings, and equipment

Total Assets: Current Assets + Fixed Assets

Investments: An investment is an asset or item that is purchased with the hope that it will generate income or appreciate in

the future.

Finance Cost: The Financing Cost (FC), also known as the Cost of Finances (COF), is the cost and interest and other charges

incurred during the year in relation to borrowed money.

Long Term Liabilities: Long-term liabilities are liabilities with a maturity period of over one year.

Current Liabilities: A company's debts or obligations that are due within one year.

Inventory Turnover ratio: Inventory Turnover is a ratio showing how many times a company's inventory is sold and replaced

over a period.

𝐼𝑛𝑣𝑒𝑛𝑡𝑜𝑟𝑦 𝑇𝑢𝑟𝑛𝑜𝑣𝑒𝑟 𝑟𝑎𝑡𝑖𝑜 =Sales Turnover

Inventory

Debtors Turnover: Accounts receivable turnover is an efficiency ratio or activity ratio that measures how many times a business

can turn its accounts receivable into cash during a period

𝐷𝑒𝑏𝑡𝑜𝑟𝑠 𝑇𝑢𝑟𝑛𝑜𝑣𝑒𝑟 𝑟𝑎𝑡𝑖𝑜 =Sales Turnover

Accounts recievables

Fixed Asset Turnover: The fixed-asset turnover ratio is a financial ratio of net sales to fixed assets

𝐹𝑖𝑥𝑒𝑑 𝐴𝑠𝑠𝑒𝑡 𝑇𝑢𝑟𝑛𝑜𝑣𝑒𝑟 𝑟𝑎𝑡𝑖𝑜 =Sales Turnover

Fixed Assets

Current Asset Turnover: The current-asset turnover ratio is a financial ratio of net sales to fixed assets

𝐶𝑢𝑟𝑟𝑒𝑛𝑡 𝐴𝑠𝑠𝑒𝑡 𝑇𝑢𝑟𝑛𝑜𝑣𝑒𝑟 𝑟𝑎𝑡𝑖𝑜 =Sales Turnover

Current Assets

Operating Profit Margin: Operating margin is a measurement of what proportion of a Company’s revenue is left over after

paying for variable costs of production such as wages, raw materials etc. It can be calculated by dividing a Company’s operating

income (also known as “operating profit”) during a given period by its sales during the same period.

𝑂𝑝𝑒𝑟𝑎𝑡𝑖𝑛𝑔 𝑃𝑟𝑜𝑓𝑖𝑡 𝑀𝑎𝑟𝑔𝑖𝑛 =Operating profit

Sales Turnover

Net Profit Margin: Net profit margin is the percentage of revenue left after all expenses have been deducted from sales

𝑁𝑒𝑡 𝑃𝑟𝑜𝑓𝑖𝑡 𝑀𝑎𝑟𝑔𝑖𝑛 =Net profit

Sales Turnover

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Return on Assets: ROA tells you what earnings were generated from invested capital (assets)

𝑅𝑒𝑡𝑢𝑟𝑛 𝑜𝑛 𝐴𝑠𝑠𝑒𝑡𝑠 =Net profit

Total Assets

Return on equity/net worth: return on equity (ROE) is the amount of net income returned as a percentage of shareholders’

equity.

𝑅𝑒𝑡𝑢𝑟𝑛 𝑜𝑛 𝐸𝑞𝑢𝑖𝑡𝑦 =Net profit

Net worth

Return on Capital Employed: Return on capital employed (ROCE) is a financial ratio that measures a company's profitability

and the efficiency with which its capital is employed.

𝑅𝑒𝑡𝑢𝑟𝑛 𝑜𝑛 𝐶𝑎𝑝𝑖𝑡𝑎𝑙 𝐸𝑚𝑝𝑙𝑜𝑦𝑒𝑑 =Net profit

Total Debt + Equity share capital

Current ratio: The current ratio is a financial ratio that measures whether or not a firm has enough resources to pay its debts

over the next 12 months. It compares a firm's current assets to its current liabilities.

𝐶𝑢𝑟𝑟𝑒𝑛𝑡 𝑟𝑎𝑡𝑖𝑜 =Current Assets

Current Liabilities

Quick ratio: The quick ratio is a measure of how well a Company can meet its short term financial liabilities.

𝑄𝑢𝑖𝑐𝑘 𝑟𝑎𝑡𝑖𝑜 =Current Assets − Inventories

Current Liabilities

Cash ratio: The ratio of the liquid assets of a Company to its current liabilities.

𝑄𝑢𝑖𝑐𝑘 𝑟𝑎𝑡𝑖𝑜 =Current Assets − Inventories − Account Recievables

Current Liabilities

Working Capital Turnover ratio: The working capital turnover ratio is also referred to as net sales to working capital. It indicates

a Company's effectiveness in using its working capital.

𝑊𝑜𝑟𝑘𝑖𝑛𝑔 𝐶𝑎𝑝𝑖𝑡𝑎𝑙 𝑇𝑢𝑟𝑛𝑜𝑣𝑒𝑟 𝑟𝑎𝑡𝑖𝑜 =𝑆𝑎𝑙𝑒𝑠 𝑇𝑢𝑟𝑛𝑜𝑣𝑒𝑟

Current Assets − Current Liabilities

Debt to Equity ratio: The debt-to-equity ratio (D/E) is a financial ratio indicating the relative proportion of

shareholders' equity and debt used to finance a company's assets.

𝐷𝑒𝑏𝑡 𝑡𝑜 𝐸𝑞𝑢𝑖𝑡𝑦 𝑟𝑎𝑡𝑖𝑜 =𝑆ℎ𝑜𝑟𝑡 𝑇𝑒𝑟𝑚 𝐷𝑒𝑏𝑡 + 𝐿𝑜𝑛𝑔 𝑇𝑒𝑟𝑚 𝐷𝑒𝑏𝑡

𝑁𝑒𝑡 𝑊𝑜𝑟𝑡ℎ

Interest Coverage ratio: The Interest coverage ratio is a debt ratio and profitability ratio used to determine how easily a

Company can pay interest on outstanding debt.

𝐼𝑛𝑡𝑒𝑟𝑒𝑠𝑡 𝐶𝑜𝑣𝑒𝑟𝑎𝑔𝑒 𝑅𝑎𝑡𝑖𝑜 =𝐸𝑎𝑟𝑛𝑖𝑛𝑔 𝐵𝑒𝑓𝑜𝑟𝑒 𝐼𝑛𝑡𝑒𝑟𝑒𝑠𝑡 𝑎𝑛𝑑 𝑇𝑎𝑥

𝐹𝑖𝑛𝑎𝑛𝑐𝑒 𝐶𝑜𝑠𝑡

Market Cap/Sales ratio: Market Cap/sales ratio, Price–sales ratio, P/S ratio, or PSR, is a valuation metric for stocks. It is

calculated by dividing the company's market cap by the revenue in the most recent year; or, equivalently, divide the per-

share stock price by the per-share revenue.

𝑀𝑎𝑟𝑘𝑒𝑡 𝐶𝑎𝑝/𝑆𝑎𝑙𝑒𝑠 𝑟𝑎𝑡𝑖𝑜 =𝑀𝑎𝑟𝑘𝑒𝑡 𝐶𝑎𝑝

𝑆𝑎𝑙𝑒𝑠 𝑇𝑢𝑟𝑛𝑜𝑣𝑒𝑟

Market Cap/ Net Worth ratio: It is a valuation ratio calculated by dividing Company’s market cap to net worth.

𝑀𝑎𝑟𝑘𝑒𝑡 𝐶𝑎𝑝/𝑁𝑒𝑡𝑤𝑜𝑟𝑡ℎ 𝑟𝑎𝑡𝑖𝑜 =𝑀𝑎𝑟𝑘𝑒𝑡 𝐶𝑎𝑝

𝑁𝑒𝑡𝑤𝑜𝑟𝑡ℎ

Market Cap/ PAT ratio: It is a valuation ratio calculated by dividing Company’s market cap to net profit.

𝑀𝑎𝑟𝑘𝑒𝑡 𝐶𝑎𝑝/𝑃𝐴𝑇 𝑟𝑎𝑡𝑖𝑜 =𝑀𝑎𝑟𝑘𝑒𝑡 𝐶𝑎𝑝

𝑛𝑒𝑡 𝑝𝑟𝑜𝑓𝑖𝑡

Market Cap/ EBITDA ratio: It is a valuation ratio calculated by dividing Company’s market cap to EBITDA.

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𝑀𝑎𝑟𝑘𝑒𝑡 𝐶𝑎𝑝/𝐸𝐵𝐼𝑇𝐷𝐴 𝑟𝑎𝑡𝑖𝑜 =𝑀𝑎𝑟𝑘𝑒𝑡 𝐶𝑎𝑝

𝐸𝐵𝐼𝑇𝐷𝐴

Trading Volume (shares) (avg. of 1 year): Average number of shares/day traded in 1 year

Trading volume (shares) (high in 1 year): Highest number of shares/day traded in 1 year

Trading volume (shares) (minimum in 1 year): Lowest number of shares traded on any one day in 1 year

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Research Analyst: Kirti Dhokiya