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Share Name | Share Symbol | Market | Type | Share ISIN | Share Description |
---|---|---|---|---|---|
Dhir India | LSE:DHIR | London | Ordinary Share | IM00B1YC5V43 | ORD 10P |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 42.50 | 0.00 | 01:00:00 |
Industry Sector | Turnover | Profit | EPS - Basic | PE Ratio | Market Cap |
---|---|---|---|---|---|
0 | 0 | N/A | 0 |
TIDMDHIR
RNS Number : 3018U
Dhir India Investments plc
20 December 2011
20 December 2011
Dhir India Investments plc
("Dhir India", "DII", or the "Company")
Half year results to 30 September 2011
Dhir India (AIM: DHIR), the first UK quoted company established to invest in the US$50 billion Indian non-performing assets sector, announces half year results for the six months ended 30 September 2011. Comparative figures are taken from the unaudited accounts for the six months ended 30 September 2010 and the audited accounts for the year ended 31 March 2011.
For further information, please visit www.dhirindia.com or contact:
Shiva Consultants Evolution Securities Tavistock Communications Alok Dhir Jeremy Ellis Jeremy Carey Patrick Castle Simon Hudson Tel: + 91 11 6557 8855 Tel: +44 (0) 20 7071 4300 Tel: + 44 (0) 207 920 3150
Chairman's Statement
I refer to my previous Chairman's Statement for the year ending 31 March 2011 and am pleased to report that Dhir India Investments plc ("the Company") has made progress on the realization strategy that the Board adopted after the last reporting date.
As I mentioned in my previous statement, the strategy of speeding up the realisation process was likely to adversely affect asset values and to this end your Board thought it prudent to revalue the portfolio at this juncture rather than wait for 31 March 2012 as in previous years. The new valuations reflect this but I would stress that, as always, this is an inexact science and actual values achieved may well be different (either way) from those quoted below. The new values are based on an independent third party valuation of the investments, as was the case as at 31 March 2011
During the period your Board has initiated the following steps as part of the strategy. First, the group subsidiary Agate has appointed PwC to advise on and execute both a process of divesting the SPV investments over a 3-6 month period and, if necessary, the appointment by the company of a replacement Investment Manager to Shiva Consultants Private Limited. Second, we have retained the law firm AZB and Partners of New Delhi to execute the legal process that should result in the repatriation of unutilised cash held in the Indian SPVs. We understand that this process should take up to 9 months and may result in up to approximately GBP3 million being repatriated, a proportion of which may be available for distribution to shareholders. Third, we are examining with our Nominated Adviser, Evolution Securities, whether to approach shareholders and ask for their approval to delist from the AIM market in order to minimise costs while the realization process is ongoing. If that is approved it may well be appropriate to undertake a corporate reorganisation to further reduce costs.
Cash Offer
It has also today been announced that Acorn Global Investments Limited is making a cash offer of 42 pence for each share in the Company. Acorn is associated with the family members of Mr. Alok Dhir, a director of the Company and of Shiva Consultants Private Limited. Further details of the offer, the advice of the independent directors of the Company to shareholders and other relevant considerations are contained in that announcement and the offer document to be sent to the Company's shareholders.
Results
The portfolio continues to comprise interests in five projects and one quoted business on the Bombay Stock Exchange. The total cost to date of the investments is GBP17.99 million.
During the reporting period, the Indian rupee has depreciated against sterling by some 6.79%, which has also contributed to the reduction in the fair value of our share of these underlying investments at the balance sheet date to GBP10.27 million (GBP20.33 million at 31 March 2011), excluding deferred tax provisions of GBP0.49 million (GBP1.46 million at 31 March 2011).
Headline net asset value per share, including deferred tax provisions, for Dhir India at the period end was 74p (125p at 31 March 2011). The adjusted net asset value, excluding the deferred tax provision of GBP0.49 million, which the Directors anticipate should not be payable, is 77p (134p at 31 March 2011). The consolidated statement of comprehensive income shows loss attributable to shareholders of GBP0.53 million comprehensive loss attributable to shareholders of GBP8.56 million. Total consolidated cash balances at the period end were GBP4.72 million (GBP5.18 million at 31 March 2011). The Company has no borrowings.
The Investments
The investment portfolio is diversified both by regional geography and realization strategy. The appropriate exit strategies for each investment continue to be reviewed and range from the turnaround and resale of operating businesses to the break-up and sale of underlying assets.
Outlook
Your Board has initiated a process that should result in shareholders receiving some cash returns from their investment. I would caution that these processes are uncertain and no guarantees can be given as to the final realisation results both in amount and timing. Shareholders will be kept informed of any pertinent developments as and when necessary.
Charlie Hambro
20 December 2011
Independent Review Report to Dhir India Investments plc
Introduction
We have been engaged by the Company to review the condensed set of financial statements in the half-yearly report for the six months ended 30 September 2011 which comprises Condensed Consolidated Statement of Comprehensive Income, Condensed Consolidated Statement of Financial Position, Condensed Consolidated Statement of Changes in Equity, Condensed Consolidated Statement of Cash Flows and the related explanatory notes. We have read the other information contained in the half-yearly report and considered whether it contains any apparent misstatements or material inconsistencies with the information in the condensed set of financial statements.
This report is made solely to the Company in accordance with the terms of our engagement. Our review has been undertaken so that we might state to the Company those matters we are required to state to it in this report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company for our review work, for this report, or for the conclusions we have reached.
Directors' responsibilities
The half-yearly report is the responsibility of, and has been approved by, the Directors. The Directors are responsible for preparing the half-yearly report in accordance with the AIM Rules.
As disclosed in note 2, the annual financial statements of the Group are prepared in accordance with IFRSs. The condensed set of financial statements included in this half-yearly report has been prepared in accordance with IAS 34 Interim Financial Reporting.
Our responsibility
Our responsibility is to express to the company a conclusion on the condensed set of financial statements in the half-yearly report based on our review.
Scope of review
We conducted our review in accordance with International Standard on Review Engagements (UK and Ireland) 2410 Review of Interim Financial Information Performed by the Independent Auditor of the Entity issued by the Auditing Practices Board. A review of interim financial information consists of making enquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with International Standards on Auditing (UK and Ireland) and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.
Conclusion
Based on our review, nothing has come to our attention that causes us to believe that the condensed set of financial statements in the half-yearly report for the six months ended 30 September 2011 is not prepared, in all material respects, in accordance with IAS 34 and the AIM Rules.
KPMG Audit LLC
Chartered Accountants Heritage Court
41 Athol Street
Douglas
Isle of Man
IM99 1HN
Dhir India Investments plc
Condensed consolidated statement of comprehensive income
For the six months ended 30 September 2011
Unaudited Unaudited Audited From 1 April From 1 April From 1 April 2011 2010 2010 to to to 30 September 30 September 31 March 2011 2011 2010 GBP'000 GBP'000 GBP'000 Interest income on cash balances 44 4 44 Dividend income 85 77 159 Net investment income 129 81 203 ------------------------------ --- ---------------- -------------- --------------- Investment management fees (204) (205) (408) Administration expenses (482) (296) (680) ------------------------------ --- ---------------- -------------- --------------- Total expenses (686) (501) (1,088) ------------------------------ --- ---------------- -------------- --------------- Loss before taxation (557) (420) (885) Taxation - - (1) Loss for the period/year (557) (420) (886) ============================== === ================ ============== =============== Other comprehensive (loss)/income Unrealised change in fair value of available-for-sale financial assets (8,814) (121) 611 Add/(less) deferred taxation 975 92 592 Foreign currency translation differences for foreign operations (1,304) (918) (1,341) ----------------------------------- ---------------- -------------- --------------- Other comprehensive (loss)/income for the period/year (9,143) (947) (138) ----------------------------------- ---------------- -------------- --------------- Total comprehensive loss for the period/year (9,700) (1,367) (1,024) =================================== ================ ============== =============== Loss attributable to: Equity holders of the Company (534) (414) (862) Non-controlling interest (23) (6) (24) ------------------------------ --- ---------------- -------------- --------------- Loss for the period/year (557) (420) (886) ============================== === ================ ============== =============== Total comprehensive loss attributable to: Equity holders of the Company (8,561) (1,218) (767) Non-controlling interest (1,139) (149) (257) ------------------------------ --- ---------------- -------------- --------------- Total comprehensive loss for the period/year (9,700) (1,367) (1,024) ============================== === ================ ============== =============== Basic and diluted loss per share (pence) 9 (3.20) (2.48) (5.17) ============================== === ================ ============== ===============
The Directors consider that all results derive from continuing activities. Dhir India Investments plc
Condensed consolidated statement of financial position
As at 30 September 2011
Unaudited Unaudited Audited 30 September 30 September 31 March 2011 2010 2011 GBP'000 GBP'000 GBP'000 ------------------------------- --- -------------- -------------- ---------- Current assets Available-for-sale financial assets 10 10,270 19,608 20,332 Trade and other receivables 95 56 77 Cash and cash equivalents 4,724 5,740 5,181 Total assets 15,089 25,404 25,590 =============================== === ============== ============== ========== Equity Share capital 11 1,667 1,667 1,667 Share premium 21,355 21,355 21,355 Fair value reserve (7,779) (2,129) (880) Foreign currency translation reserve 528 2,006 1,656 Retained loss (3,476) (2,494) (2,942) ------------------------------- --- -------------- -------------- ---------- Total equity attributable to equity holders of the Company 12,295 20,405 20,856 Non-controlling interest 1,634 2,875 2,772 ------------------------------- --- -------------- -------------- ---------- Total equity 13,929 23,280 23,628 =============================== === ============== ============== ========== Non-current liabilities Deferred tax liabilities 485 1,960 1,460 Total non-current liabilities 485 1,960 1,460 Current liabilities Trade and other payables 675 164 502 ------------------------------- --- -------------- -------------- ---------- Total current liabilities 675 164 502 ------------------------------- --- -------------- -------------- ---------- Total liabilities 1,160 2,124 1,962 ------------------------------- --- -------------- -------------- ---------- Total equity and liabilities 15,089 25,404 25,590 =============================== === ============== ============== ==========
Dhir India Investments plc
Condensed consolidated statement of changes in equity
For the six months ended 30 September 2011
Share Share Foreign Fair Retained Total Non-controlling Total capital premium Currency value loss shareholders' interest equity Translation reserve funds reserve GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 Balance as at 1 April 2010 1,667 21,355 2,793 (2,112) (2,080) 21,623 3,019 24,642 ------------------------------ -------- -------- ------------ -------- --------- -------------- ---------------- -------- Total comprehensive loss for the period: Loss for the period - - - - (414) (414) (6) (420) Other comprehensive income - - (787) (17) - (804) (143) (947) ------------------------------ -------- -------- ------------ -------- --------- -------------- ---------------- -------- Total comprehensive loss - - (787) (17) (414) (1,218) (149) (1,367) ------------------------------ -------- -------- ------------ -------- --------- -------------- ---------------- -------- Transactions with owners recorded directly in equity: Contributions from non-controlling interest - - - - - - 5 5 Balance at 30 September 2010 (unaudited) 1,667 21,355 2,006 (2,129) (2,494) 20,405 2,875 23,280 ------------------------------ -------- -------- ------------ -------- --------- -------------- ---------------- --------
Dhir India Investments plc
Condensed consolidated statement of changes in equity
For the six months ended 30 September 2011 (continued)
Share Share Foreign Fair Retained Total Non-controlling Total capital premium Currency value loss shareholders' interest equity Translation reserve funds reserve GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 Balance as at 1 April 2010 1,667 21,355 2,793 (2,112) (2,080) 21,623 3,019 24,642 ------------------------------ -------- -------- ------------ -------- --------- -------------- ---------------- -------- Total comprehensive loss for the year: Loss for the year - - - - (862) (862) (24) (886) Other comprehensive income - - (1,137) 1,232 - 95 (233) (138) ------------------------------ -------- -------- ------------ -------- --------- -------------- ---------------- -------- Total comprehensive loss - - (1,137) 1,232 (862) (767) (257) (1,024) ------------------------------ -------- -------- ------------ -------- --------- -------------- ---------------- -------- Transactions with owners recorded directly in equity: Contributions from non-controlling interest - - - - - - 10 10 Balance at 31 March 2011 (audited) 1,667 21,355 1,656 (880) (2,942) 20,856 2,772 23,628 ------------------------------ -------- -------- ------------ -------- --------- -------------- ---------------- -------- Balance at 1 April 2011 1,667 21,355 1,656 (880) (2,942) 20,856 2,772 23,628 ------------------------------ -------- -------- ------------ -------- --------- -------------- ---------------- -------- Total comprehensive loss for the period: Loss for the period - - - - (534) (534) (23) (557) Other comprehensive loss - - (1,128) (6,899) - (8,027) (1,116) (9,143) ------------------------------ -------- -------- ------------ -------- --------- -------------- ---------------- -------- Total comprehensive loss - - (1,128) (6,899) (534) (8,561) (1,139) (9,700) ------------------------------ -------- -------- ------------ -------- --------- -------------- ---------------- -------- Transactions with owners recorded directly in equity: Contributions from non-controlling interest - - - - - - 1 1 ------------------------------ -------- -------- ------------ -------- --------- -------------- ---------------- -------- Balance at 30 September 2011 (unaudited) 1,667 21,355 528 (7,779) (3,476) 12,295 1,634 13,929 ============================== ======== ======== ============ ======== ========= ============== ================ ========
Dhir India Investments plc
Condensed consolidated statement of cash flows
For the six months ended 30 September 2011
Unaudited Unaudited Audited From 1 April From 1 April From 1 April 2011 2010 2010 to to to 30 September 30 September 31 March 2011 2010 2011 GBP'000 GBP'000 GBP'000 ------------------------------- -------------- -------------- -------------- Cash flows from operating activities Loss for the period/year (557) (420) (886) Adjustments for: Interest income on cash balances (44) (4) (44) Dividend income (85) (77) (159) ------------------------------- -------------- -------------- -------------- (686) (501) (1,089) Decrease in trade and other receivables 3 - 1 Increase / (decrease) in trade and other payables 173 (4) 334 Interest and dividends received 108 81 181 ------------------------------- -------------- -------------- -------------- Net cash used in operating activities (402) (424) (573) ------------------------------- -------------- -------------- -------------- Cash flows from investing activities Receipt of refund from asset reconstruction company - - 18 Acquisition of investments (3) (120) (630) ------------------------------- -------------- -------------- -------------- Net cash used in investing activities (3) (120) (612) ------------------------------- -------------- -------------- -------------- Cash flows from financing activities Proceeds from non-controlling interests 1 5 10 ------------------------------- -------------- -------------- -------------- Net cash flow from financing activities 1 5 10 ------------------------------- -------------- -------------- -------------- Net decrease in cash and cash equivalents (404) (539) (1,175) Cash and cash equivalents at start of period/year 5,181 6,304 6,304 Effect of foreign exchange rate changes on cash balances (53) (25) 52 ------------------------------- -------------- -------------- -------------- Cash and cash equivalents at end of period/year 4,724 5,740 5,181 =============================== ============== ============== ==============
Dhir India Investments plc
Notes to the unaudited interim results
For the six months to 30 September 2011
1 The Company
Dhir India Investments plc ("the Company") was incorporated and registered in the Isle of Man under the Isle of Man Companies Acts 1931 to 2004 on 20 June 2007 as a public company with registered number 120065C.
The Company was established as the holding company of the investment company Agate India Investments Limited (incorporated in Mauritius), which invests in distressed assets and distressed companies in India. The investments in distressed assets and distressed companies are made through Indian Special Purpose Vehicles ("SPVs") incorporated by Agate India Investments Limited.
The shares of the Company were admitted to trading on the Alternative Investment Market of the London Stock Exchange ("AIM") on 12 July 2007 when dealings also commenced. Following the close of the placing on 12 July 2007, 16,666,665 shares were issued.
The Company's agents and the investment manager perform all significant functions. Accordingly, the Company itself has no employees.
The interim consolidated financial statements of Dhir India Investments plc as at and for the six months ended 30 September 2011 comprise of the Company and its subsidiaries (together referred to as the "Group").
The consolidated financial statements of the Group as at and for the year ended 31 March 2011 are available upon request from the Company's registered office at Top Floor, 14 Athol Street, Douglas, Isle of Man IM1 1JA or at www.dhirindia.com.
2 Statement of compliance
These condensed consolidated interim financial statements have been prepared in accordance with IAS 34 Interim Financial Reporting. They do not include all of the information required for full annual financial statements, and should be read in conjunction with the consolidated financial statements of the Group as at and for the year ended 31 March 2011.
These condensed consolidated interim financial statements were approved by the Board of Directors on 19 December 2011.
3 Significant accounting policies
The accounting policies applied by the Group in these condensed consolidated financial statements are the same as those applied by the Group in its consolidated financial statements for the year ended 31 March 2011.
No International Financial Reporting Standards (IFRSs) have been adopted early, however it is likely that any standards issued (but not yet effective) would only require changes in disclosure and not result in changes to the accounting policies for recognition and measurement.
4 Estimates
The preparation of interim financial statements requires management to make judgements, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets and liabilities, income and expense. Actual results may differ from these estimates.
In preparing these interim consolidated financial statements, the significant judgements made by management in applying the Group's accounting policies and the key sources of estimation uncertainty were the same as those that applied to the consolidated financial statements as at and for the year ended 31 March 2011 (see note 10).
5 Financial risk management policies
The Group's financial risk management objectives and policies are consistent with those disclosed in the consolidated financial statements as at and for the year ended 31 March 2011.
6 Taxation
The standard rate of income tax for companies in the Isle of Man is 0%. No provision for taxation has therefore been made. As the Company is wholly owned by non-resident members and is listed on a recognised stock exchange, it meets the definition of a "non-relevant company" and is therefore exempt from the distributable profits charge in India.
7 Segmental reporting
The Group operates in one business and geographical segment, being investment in distressed debt in India.
8 Management and performance fees
Management fee
Shiva Consultants Private Limited (the "Investment Manager") was entitled to a management fee of 1.8 per cent per annum of the NAV (payable quarterly in advance) in the first year and a management fee of 2 per cent per annum of the NAV (payable quarterly in advance) thereafter, provided that any fee for any commencing or terminating period shall be the pro-rated amount. The Investment Manager had agreed to reduce the management fee from 2% to 1.5% in the comparative periods.
The NAV calculation of each financial year is based on annual independent valuations of such investments in accordance with IFRS as at the end of the relevant financial year and at the date which is six months after the relevant financial year end. Throughout the relevant financial year, the management fee paid on each quarter date is based on the latest NAV calculation. The management fee payments are then adjusted retrospectively following the next NAV calculation.
Annual management fees charged during the period ended 30 September 2011 amounted to GBP203,852 (six months ended 30 September 2010: GBP204,646) and no fees were outstanding as at 30 September 2011 (31 March 2011: GBPnil).
Performance fee
The Investment Manager is entitled to a performance fee, calculated as follows, in respect of net proceeds received by the relevant member of the Group in respect of an investment:
-- the net investment proceeds will first be allocated to the Group, until the Group has received an amount
equal to the investment outlay and an investment IRR of 12 per cent.
-- any remaining balance of the net investment proceeds will then be allocated to the Investment Manager until
the Investment Manager has received an amount equal to 25 per cent of the return already allocated to the
Group;
-- any remaining balance of the net investment proceeds will then be allocated between the Group and the
Investment Manager in the ratio 80:20 up to an investment IRR of 25 per cent; and
-- any remaining balance of the net investment proceeds will then be allocated between the Group and the
Investment Manager in the ratio 65:35.
Due to decrease in the fair value of investments, relative to their cost, no performance fee has been provided in these financial statements or those for the year ended 31 March 2011.
9 Loss per share
Basic loss per share is calculated by dividing the loss attributable to equity holders of the Company by the weighted average number of ordinary shares in issue during the period.
Unaudited Unaudited Audited From 1 April From 1 April From 1 April 2011 2010 2010 to to to 30 September 30 September 31 March 2011 2011 2010 Loss attributable to equity holders of the Company (GBP'000) (534) (414) (862) Number of ordinary shares in issue 16,666,677 16,666,677 16,666,677 Basic loss per share (pence) (3.20) (2.48) (5.17) =================================== ============== ============== ===============
There is no dilutive earnings per share number shown as there are no share options in issue and the warrants have expired.
10 Available-for-sale financial assets
Investments in unquoted Indian incorporated investee companies are designated as available-for-sale financial assets and are carried at fair value in the statement of financial position. The Group has invested in the debt of identified distressed companies (secured by way of charges on the assets) with the intention of acquiring the assets of these companies.
The Group's investments in the underlying investee companies are as follows as at 30 September 2011:
Investments Capital Fair value adjustment Foreign exchange rate effect Fair value invested GBP'000 GBP'000 GBP'000 GBP'000 -------------------------------------- ---------- ---------------------- ----------------------------- ----------- Indirect investments Turquoise Metals and Electricals Private Limited 1,850 536 (36) 2,350 Aquamarine Synthetics and Chemicals Private Limited 1,675 905 30 2,610 Triton Projects India Private Limited 1,032 (1,042) 10 - Destination India Projects Private Limited 1,598 (1,512) 104 190 Cygnet Projects Private Limited 10,729 (5,876) 267 5,120 Direct investments Lords Choloro Alkali Limited 1,108 (1,158) 50 - -------------------------------------- ---------- ---------------------- ----------------------------- ----------- 17,992 (8,147) 425 10,270 ====================================== ========== ====================== ============================= ===========
The movements in the fair value of the financial assets held by the above investee companies are as follows:
Unaudited Unaudited Audited From 1 April 2011 From 1 April 2010 From 1 April 2010 to to to 30 September 2011 30 September 2010 31 March 2011 GBP'000 GBP'000 GBP'000 Fair value brought forward 20,332 20,502 20,502 Additional investment 3 120 631 Refund from asset reconstruction company - - (18) Movement in fair value (8,814) (121) 611 Effect of foreign exchange fluctuations (1,251) (893) (1,394) ------------------------------------------ ------------------- ------------------- ------------------- Fair value at end of the period 10,270 19,608 20,332 ========================================== =================== =================== ===================
Valuation methodology
The value of the Group's interest in the assets of the underlying investee companies had been determined by the Directors with the advice of an independent valuer. The value of the assets of the distressed companies is based on the Directors' best estimate of a fair value basis in a forced sale scenario. Physical assets of the distressed companies, against which the debts are secured, are valued by independent valuers and the fair value is discounted at appropriate rates taking into account costs to dispose the assets and time of realisationof the assets. Statutory liabilities which have a preference over secured debt, and resolution costs of between 1% and 10% (based on the valuer's opinion of the asset) of realisable value are deducted from the realisablevalue.Discounts are also applied based on the level of aggregation of debt achieved.
The investment in Lords Choloro Alkali Limited has been valued at nil due to current difficulties that the company is experiencing and the low liquidity of the shares.
11 Share capital No. of shares Share capital Share premium GBP'000 GBP'000 Ordinary shares of GBP0.10 each 16,666,667 1,667 21,355 16,666,667 1,667 21,355 ============== ============== ==============
The authorised share capital of the Company is GBP10,000,000, divided into 100,000,000 Ordinary Shares of GBP0.10 each. The holders of Ordinary Shares are entitled to receive dividends as declared from time to time and are entitled to one vote per share at meetings of the Company. All shares rank equally with regard to the Company's assets.
Warrants originally issued expired on 12 July 2009.
12 Exchange rates
The following exchange rates were used to translate assets and liabilities into the reporting currency at 30 September 2011:
UK Sterling: Indian Rupee Closing rate Average rate ---------------------------------------- ------------- ------------- For the period from 1 April 2011 to 30 September 2011 77.73290 74.15736 For the period from 1 April 2010 to 30 September 2010 70.96590 70.26219 For the period from 1 April 2010 to 31 March 2011 72.79040 71.41314 ---------------------------------------- ------------- ------------- 13 Related parties
Management arrangement
Alok Dhir and his associates are the significant shareholders of Shiva Consultants Private Limited (the Investment Manager) and a Director of Dhir India Investments plc. The management fee and performance fee arrangements are set out in note 8.
Legal services
Alok Dhir is also one of the partners of Dhir & Dhir Associates, the Company's lawyers in India. During the period the Company used the legal services of Dhir & Dhir Associates and incurred the following charges:
Unaudited Unaudited Audited From 1 April From 1 April From 1 April 2011 2010 2010 to to to 30 September 30 September 31 March 2011 2011 2010 GBP'000 GBP'000 GBP'000 ------------------------------------ -------------- -------------- --------------- Legal and professional fees 25 12 32 Balance outstanding at period/year end 30 21 19 ------------------------------------ -------------- -------------- ---------------
Amounts were billed based on normal market rates for such services and were due and payable under normal payment terms.
Alchemist Asset Reconstruction Company Limited
One of the Directors of the Company, Alok Dhir, is also a director of Alchemist Asset Reconstruction Company Limited ("AARCL"). The SPVs have entered into transactions with AARCL for acquisition of various assets/units in respect of the companies in which investments have been made. AARCL also act as trustee of the various trusts.
Included in the total consideration paid by the Company for certain assets is an amount payable to AARCL in its capacity as an asset reconstruction company. The amount of the enhanced consideration payable to AARCL is noted below:
30 September 30 September 31 March 2011 2010 2011 GBP'000 GBP'000 GBP'000 ------------------------------------- -------------- ------------- --------- Turquoise Metals and Electrical Private Limited - 43 84 Aquamarine Synthetics and Chemicals Private Limited - 10 20 Triton Projects India Private Limited - 2 4 Destination India Projects Private - - - Limited Cygnet Projects Private Limited - 63 124 ------------------------------------- -------------- ------------- --------- Total - 118 232 ===================================== ============== ============= =========
During the period, amounts were also payable to AARC in relation to administration services provided to the Group, as follows:
30 September 30 September 31 March 2011 2010 2011 GBP'000 GBP'000 GBP'000 ------------------------------------ ------------- ------------- --------- Turquoise Metals and Electrical 40 - - Private Limited Aquamarine Synthetics and Chemicals Private - - - Limited Triton Projects India Private - - - Limited Destination India Projects Private - - - Limited Cygnet Projects Private Limited 67 - - ------------------------------------ ------------- ------------- --------- Total 107 - - ==================================== ============= ============= =========
The following amounts remain payable to AARCL as at 30 September 2011:
30 September 30 September 31 March 2011 2010 2011 GBP'000 GBP'000 GBP'000 ------------------------------------- ------------- ------------- --------- Turquoise Metals and Electrical Private Limited 256 183 234 Aquamarine Synthetics and Chemicals Private Limited 19 52 20 Triton Projects India Private Limited 13 13 14 Destination India Projects Private - - - Limited Cygnet Projects Private Limited 140 274 82 ------------------------------------- ------------- ------------- --------- Total 428 522 350 ===================================== ============= ============= =========
Save as disclosed above, none of the Directors had any interest during the period in any material contract for the provision of services which was significant to the business of the Company.
Co-investment
During the period to 30 September 2011, Alok Dhir has in terms of the co-investment commitments along with Turnaround Consultants Private Limited and Sopan Securities Private Limited, which are some of his connected persons, co-invested with the Group's subsidiary Agate India Investments Limited in the following Group SPVs subsidiaries:
Equity Holding Investment (%) GBP'000 Turquoise Metals and Electrical Private Limited 25% 488.49 Aquamarine Synthetics and Chemicals Private Limited 25% 547.45 Triton Projects India Private Limited 5% 61.47 Destination India Projects Private Limited 5% 108.16 Cygnet Projects Private Limited 10% 1,016.76 ----------------------------------------- --------------- -----------
Lords Chloro Alkali Limited
Alok Dhir is also a shareholder in Lords Chloro Alkali Limited. As at 30 September 2011, the Group has subscribed for 1.5 million equity shares at INR 60 per share in Lords Chloro Alkali Limited (see note 10).
14 Risks
In spite of the Company investing in diversified assets and industries, the investments are exposed to certain illiquidity and market risks as they are principally investments in assets and liabilities of distressed companies and unquoted equity securities. Further, investments in such companies are inherently difficult to value. In addition, the Company's operations are conducted in jurisdictions which generate revenue, expenses, assets and liabilities in currencies other than Sterling. As a result, the Company is subject to the effects of exchange rate fluctuations with respect to these currencies. The currency giving rise to this risk is primarily the Indian Rupee.
15 Responsibility statement
We confirm to the best of our knowledge:
a) the condensed set of financial statements has been prepared in accordance with IAS 34 Interim Financial Reporting; b) the interim management report includes a fair review of the information required by DTR 4.2.7 R (indication of important events during the first six months and description of principal risks and uncertainties for the remaining six months of the year); and
c) the interim management report includes a fair review of the information required by DTR 4.2.8 R (disclosure of related party transactions and changes therein).
Signed on behalf of the Board on 19 December 2011.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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