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Stakeholders’ Education | Corporate Governance Research | Corporate Governance Score | Proxy Advisory
STAKEHOLDERS EMPOWERMENT SERVICES
1 | P A G E
SECTOR: IT-SOFTWARE REPORTING DATE: 1ST JUNE, 2016
‘YYYY
Acropetal Technologies Ltd www.acropetal.com
Acropetal Technologies Ltd 1st June, 2016 TABLE 1 - MARKET DATA (STANDALONE) (As on 31st May, 2016)
NSE Code - ACROPETAL NSE Market Price (₹) 2.50 NSE Market Cap. (₹ Cr.) 9.49
Sector - IT - Software Face Value (₹) 10.00 Equity (₹ Cr.) 38.89
52-week High/Low (₹) 4.30/ 2.10 Net worth (₹ Cr.) 22.94
Business Group - Indian Private TTM P/E N.A. Traded Volume (Shares) 2,000
Year of Incorporation - 2001 TTM P/BV 0.11 Traded Volume (lacs) 0.05
Source - Capitaline
Corporate Office: COMPANY BACKGROUND
#74/75, 3rd Cross 1st Main, Acropetal Technologies Ltd. Was Established in 2001 With Headquarters in Bangalore, India.
The Journey Started for Acropetal as an Engineering Services Company with Its First Major
Client Being Saudi Oger from The Kingdom of Saudi Arabia. The Company Offers
Comprehensive Enterprise Solutions in Engineering Design Services, Healthcare, And Energy
and Environment Sectors.
Acropetal Technologies Ltd Was Incorporated On 25th April, 2001 As A Public Limited
Company and Received Certificate of Commencement of Business On 2nd May, 2001.
The Value Added Services Offered to The Customers Are Product Quality Improvement, Idea
Generation, Product Teardown, Material Cost-Out, Product Redesign and Back Office
Support to Accomplish 2D Drawings, Data Conversion and 3D Modelling. In December 2010,
the Company Made a Partnership with Cisco, one of the World’s Biggest Technology
Corporations, that Produces Computer Networking Products and Services, which will help
bolster their existing expertise and portfolio. In February 2011, they made a partnership
with Sap, Which Will leapfrog the Company’s strategic position in the ERP Market.
N S Palya Bannerghatta Road,
Bangalore – 560 076,
Karnataka.
Company Website:
www.acropetal.com
TABLE 2 - PRICE PERFORMANCE
31st May,
2016
29th May,
2015
30th May,
2014
% Change CAGR for 2
years 2016 vs 2015 2015 vs 2014
Price (₹) 2.40 2.95 4.20 -18.64% -29.76% -24.41%
Trading Volume (Shares)
(yearly avg.) 29,559 52,745 38,009 -43.96% 38.77% -
NSE Market Cap. (in ₹ Cr.) 9.33 11.47 16.33 -18.66% -29.76% -24.41%
Source - Money Control
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Acropetal Technologies Ltd www.acropetal.com
TABLE 3 - FINANCIALS
(₹ Cr.) 2015 2014 2013 % Change CAGR for 2
years 2015 vs 2014 2014 vs 2013
Net Worth 22.94 213.73 287.86 -89.27% -25.75% -71.77%
Current Assets 10.26 176.34 180.49 -94.18% -2.30% -76.16%
Non-Current Assets 171.95 218.75 270.96 -21.39% -19.27% -20.34%
Total Assets 182.21 395.09 451.45 -53.88% -12.48% -36.47%
Investments 92.85 104.26 150.10 -10.94% -30.54% -21.35%
Finance Cost 13.88 13.80 13.91 0.58% -0.79% -0.11%
Long Term Liabilities 0.85 37.77 33.33 -97.75% 13.32% -84.03%
Current Liabilities 158.41 143.58 130.26 10.33% 10.23% 10.28%
Turnover 18.41 106.55 152.08 -82.72% -29.94% -65.21%
Profit After Tax (PAT, ₹ Cr.) -178.33 -74.13 5.14 N.A. -1,542% N.A.
EPS (₹) -46.00 -19.00 1.00 N.A. -2,000% N.A.
Source - Money Control/Annual Report
Discussion as per Company:
During the FY 2014-15, the Company has drastically reduced its export business where the payments are delayed abnormally
and where the profit margins are low. During the year the Company has made an export turnover of ` 10.75 crores. The total
revenue of the Company from operations, for the year ended 31st March, 2015 was ` 18.41 crores, the total revenue of the
previous year was ` 106.55 crores. The gain on foreign exchange fluctuations accounts majorly for the difference. The
Company has written off receivables as bad debts which are pending and the Company has initiated legal proceedings to
recover the amount. The net loss booked for the year under review is ` 184.31 crores as compared to ` 73.87 crores during the
previous year.
During the FY 2013-14, the Company has achieved income of ` 118.79 crores for the year ended 31st March, 2014 on
standalone basis. After providing a sum of ` 196.95 crores for expenditure, provision for taxes and depreciation and
considering the prior period adjustment of ` 4.29 Crores, the Company has incurred a net loss of ` 74.13 crores for the year
ended 31st March, 2014 and in view of the loss incurred during the year no amount could be transferred to General Reserves.
There are no material changes and commitments affecting the financial position of the Company between 31st March, 2014
and the date of this report.
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AUDIT QUALIFICATIONS
The Auditors have raised following qualifications in last three years:
Auditors qualifications in FY 2014-15.
“The Company is undergoing a problem in facing the going concern issue, here auditor mention events that may cast doubt
about going concern assumption as follows:
1) Company is facing difficulties in paying statutory dues such as service tax and TDS amount of ` 3.34 crores and ` 3.72 on
31.03.2015 out of which ` 1.72 and ` 3.31 outstanding for more than one year.
2) The Company Has Accumulated Losses and Its Net Worth Has Been Substantially Eroded, The Company Incurred a Net Loss
During the Current Year (` 178.33 Crores) And Previous Year (` 74.12 Crores) And, The Company’s Current Liabilities (` 119.64
Crores) Exceed Its Current Assets (` 10.25 Crores) As at The Balance Sheet Date. These Conditions, Indicate The Existence of a
Material Uncertainty That May Cast Significant Doubt About the Company’s Ability to Continue as A Going Concern. However,
The Financial Statements of the Company Have Been Prepared On a Going Concern Basis.
3) Out of the Unsecured Advances Given to Staff & Employees, There Is Uncertainty About Recovery of ` 0.23 crores as There Is
No Recovery During the Year and These Are Outstanding for More Than a Year.
4) During the Year the Company Has Written Off ` 139.87Crores as Bad Debts Which Are Outstanding for More Than a Year and
The Management Is Not Confident of Realisation from Its Customers.”
Management Response:
“1) About facing difficulties in statutory dues company said that, cash flow from operations was better than previous year
because of the strategies adopted by the company to recover the company. The collateral securities given to the bank are
auctioned by the banks as the facilities availed from them are classified as Non-Performing Assets. The company is planning to
address the remaining dues to the government departments from the surplus cash left from the sale of properties after settling
the banks’ dues. The company has been paying salary and has paid in full to its existing employees.
2) The company has written off some of the debtor receipts which are pending for a very long time and are disputed by the
clients. Due to this, the company has been booking losses in the last two years. For this loss, the net worth has been eroded and
the current assets have come down drastically and the current liabilities have exceeded the current assets. However, the net
worth and the current assets are expected to improve in the coming years
3) The company has advanced this amount to one of its ex-employee for foreign travel. He did not settle the accounts for this
advance amount and the company owes his settlement amount. While doing his full and final settlement, the amount will get
accounted automatically.
4) The company has witnessed an unprecedented high employees’ attrition in the previous years due to the severe cash flow
strain the company was paying. Several employees engaged in the projects left abruptly without proper knowledge transfer.
Because of this, company could not continue some of the projects and this has created some gaps which company could not
resolve immediately. The customers have not only stopped payments for these projects but also stopped the payments to the
other projects where there are no issues. The company wrote off some of the export debtors but the company has initiated legal
actions against these clients to recover the dues which are rightfully receivable by the company.”
Auditors qualifications in FY 2013-14. (Similar qualification raised in FY 2012-13)
“A) Not able to express an opinion on the sundry debtors of ` 75.99 Crores outstanding over a period of one year.
B) The Branch Accounts of Acropetal USA are not audited and the financial are incorporated as unaudited.
C) The Company is not regular in depositing the undisputed statutory dues and repayments of loans to Banks.
Management Response:
A) Due to the high attrition in the financial year 2011-12, the Company could not deliver the projects on time. This has caused
serious concerns to the clients especially in the US and Middle East regions who has doubted our capability of delivering the
projects on time. Performance guarantee were insisted for the release of payments, which the Company could not provide and
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this has resulted in unprecedented debtors receivables in the last two years. During the last financial year, the Company
undertook lot of measures to regain the customer confidence and employee satisfaction initiatives. These have certainly yielded
results and the customers are releasing payments to the extent of employee/consultants salary who are working in their
projects.
b) Acropetal Technologies Limited, USA is the Branch of the parent Company, Acropetal Technologies Limited in India. The
branch is taking care of the onsite activities and is working as an extended arm of the parent company. The accounting year for
this US subsidiary is January to December and the accounts are audited and tax returns are fi led by the CPA before the due
date. Since the parent company has the accounting period as April to March, the accounts related to April to December and
January to March are not separately audited as this branch is very small in financial size. They are consolidated with the parent
company as unaudited accounts for the financial year end reporting.
c) The Company has been facing working capital strain during the financial year. Due to this, the Company has defaulted some
of its commitments. However, the Company has taken some strategies to come out of the aberrations, as a result all the dues
would be addressed shortly.”
Response Comment
Frequency of Qualifications - The Auditors have raised qualifications in last
three years’ Annual reports.
Have the Auditors made any adverse remark in last 3 years? No -
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 3 subsidiaries. The
unaudited statements are material with
respect to the consolidated assets and
revenues 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.
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Acropetal Technologies Ltd www.acropetal.com
TABLE 4: BOARD PROFILE (As on 31st March, 2015)
Regulatory Norms Company
% of Independent Directors on the Board 50% 67%
% of Promoter Directors on the Board - 33%
Number of Women Directors on the Board At least 1 0
Classification of Chairman of the Board - Executive Promoter Director
Is the post of Chairman and MD/CEO held by the same
person? - Yes
Average attendance of Directors in the Board meetings (%) - 100%
Source - Money Control/Annual Report
Composition of Board: As per Regulation 17(i)(b) of the Listing Regulations, 2015, the Company should have at least 50%
Independent Directors as the Chairman of the Board is an Executive Promoter Director. The Company has 67% of Independent
Directors on the Board and hence it meets the regulatory requirements.
Board Diversity: The Company has 3 directors of which all are male. The Company does not have a single woman Director on
the Board. The Company is non-compliant as per Listing Regulations, 2015 regarding the requirement of at least one women
director.
Holding of position of MD/ CEO & Chairman by same person: The Company has appointed Mr. Ravi Kumar as the Chairman
and Managing Director of the Company. Appointment of a single person as the Chairman and Managing Director of the
Company is not a good governance practice as this may lead to concentration of power in a single person.
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TABLE 5 - FINANCIAL RATIOS
Ratios 2015 2014 2013 % Change
2015 vs 2014 2014 vs 2013
Turn
ove
r
Rat
ios
Inventory Turnover - - - - -
Debtors Turnover 2.62 0.66 1.03 297.87% -36.26%
Fixed asset Turnover 0.11 0.49 0.56 -78.02% -13.22%
Current Asset Turnover 1.79 0.60 0.84 196.96% -28.29%
Ret
urn
Rat
ios Operating Profit Margin -1,032% -73.35% 7.01% N.A. -1146.38%
Net Profit Margin -968.66% -69.57% 3.38% N.A. -2158.49%
Return on Assets (ROA) -97.87% -18.76% 1.14% N.A. -1747.95%
Return on Equity (ROE) -777.38% -34.68% 1.79% N.A. -2042.44%
Return on Capital Employed (ROCE) N.A. N.A. 20.12% N.A. N.A.
Liq
uid
ity
Rat
ios
Current Ratio 0.06 1.23 1.39 -94.73% -11.36%
Quick Ratio 0.06 1.23 1.39 -94.73% -11.36%
Cash Ratio 0.02 0.10 0.26 -80.01% -60.12%
Working Capital Turnover ratio N.A. 3.25 3.03 N.A. 7.42%
Solv
ency
Rat
ios Debt to equity ratio 4.73 0.39 0.29 1117.55% 34.47%
Interest Coverage Ratio N.A. N.A. 1.77 N.A. N.A.
Trad
ing
Rat
ios
Market Cap / Sales 0.57 0.10 0.07 478.76% 42.73%
Market Cap/ Net Worth 0.46 0.05 0.04 831.69% 34.68%
Market Cap/PAT N.A. N.A. 2.05 N.A. N.A.
Market Cap/EBITDA N.A. N.A. 14.33 N.A. N.A.
Trading Volume (shares) (avg. of 1 year) 29,381 66,207 25,614 -55.62% 158.48%
Trading Volume (shares) (high in 1
year) 3,39,501 7,35,950 1,63,496 -53.87% 350.13%
Trading Volume (shares) (low in 1 year) 2,174 2,449 959 -11.23% 155.37%
Ratio - High/low trading volume 156.16 300.51 170.49 -48.03% 76.27%
Ratio - High/average trading volume 11.56 11.12 6.38 3.95% 74.15%
Source - Money Control
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TABLE 6 (A): OWNERSHIP & MANAGEMENT RISKS
Dec' 2015 Dec' 2014 Dec' 2013 Comments
Shar
eho
ldin
g
Promoter shareholding 35.09% 35.09% 47.56%
No new equity shares were issued by the
Company during the two-year period from
Dec’2013 to Dec’2015. The promoter
shareholding decreased from 47.56% as on
Dec’ 13 to 35.09% as on Dec’ 15 due to
Invocation of pledged shares. The
shareholding of public institution decreased
from 2.62% to 0.51% and that of public
others increased from 49.81% to 64.39%
during the same period. The promoters
have pledged 25.65% of their shareholding
and 9% of the total shareholding.
Public - Institutional shareholding 0.51% 0.51% 2.62%
Public - Others shareholding 64.40% 64.40% 49.82%
Non Promoter Non Public
Shareholding - - -
TABLE 6 (B): OWNERSHIP & MANAGEMENT RISKS
Market Activity of Promoters The promoters have not sold/bought any shares in last three years
Preferential issue to promoters No preferential issue of shares was made to the promoters in last three years
Preferential issue to others No preferential issue of shares was made to other shareholders in last three years
GDRs issued by the Company The Company did not issue and GDRs during in last three years
Issue of ESOPs/Issue of shares other
than Preferential allotment The Company does not have any ESOP Scheme.
Source - Annual Report
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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
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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
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
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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.
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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