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Stakeholders’ Education | Corporate Governance Research | Corporate Governance Score | Proxy Advisory STAKEHOLDERS EMPOWERMENT SERVICES 1 | P AGE SECTOR: ENGINEERING REPORTING DATE: 25 TH NOVEMBER, 2017 HINDUSTAN DORR-OLIVER LTD. www.hdo.in Hindustan Dorr-Oliver Ltd. NSE Code - HINDDORROL TABLE 1 - MARKET DATA (STANDALONE) (AS ON 22 ND NOVEMBER, 2017) Sector - Engineering NSE Market Price (`) 8.75 NSE Market Cap. (₹ Cr.) 54.14 Face Value (`) 2.00 Equity (` Cr.) 14.40 Business Group – N.A. 52 week High/Low (₹) 14.00/2.35 Net worth (₹ Cr.)* -1,552.43 Year of Incorporation - 1974 TTM P/E (TTM) N.A. Traded Volume (Shares) 1,82,795 TTM P/BV N.A. Traded Volume (Lacs) 15.99 Registered Office - Source - Capitaline, TTM - Trailing Twelve Months, N.A. - Not Applicable, * As on 30 th September, 2017 Dorr-Oliver House, COMPANY BACKGROUND Chakala Andheri (E), Hindustan Dorr Oliver Limited is engaged in the business of providing engineering and turnkey solutions, technology, and engineering procurement and construction (EPC) installations in liquid-solid separation applications in various industry segments, such as mineral processing and beneficiation, pulp and paper processing, fertilizer and chemicals, and environmental management. The Company's segments include EPC, Trading, and Manufacturing and Others. It offers engineering services under its technologies in various industrial sectors, such as minerals, water, chemicals and petrochemicals. Its engineering offerings include basic and detailed engineering, such as piping, electrical, instrumentation and control, and civil and structural foundations. Its manufacturing and supply chain management division includes American Society Material and Equipment (ASME) equipment, including Evaporator and Waste Heat Reboiler, and proprietary, including Spiral Classifier and Granulator. Mumbai – 400 099, Maharashtra Company Website: www.hdo.in Revenue and Profit Performance The revenue of the Company decreased from ₹ 22.81 crores to ₹ 11.43 crores from quarter ending Sep’16 to quarter ending Sep’17. The Company made a loss of ₹ 85.27 crores in quarter ending Sep’17 vis-a-vis making a loss of ₹ 43.71 crores in quarter ending Sep’16. Source: Money control Performance vis-à-vis Market TABLE 2- Returns 1-m 3-m 6-m 12-m Hindustan Dorr-Oliver Ltd 98.86% 72.00% 75.00% -26.16% Nifty 0.52% 3.31% 7.85% 26.31% Nifty Realty 9.19% 9.48% 23.79% 91.31% Source - Capitaline/NSE 11.43 20.16 22.81 -85.27 -327.29 -43.71 -400 -300 -200 -100 0 100 Sep'17 Mar'17 Sep'16 Quarterly revenue and Profit (₹ CRORE) Revenue Profit 0.00 1.00 2.00 3.00 Nov 16 Jan 17 Mar 17 May 17 Jul 17 Sep 17 Hindustan Dorr-Oliver Ltd NIFTY NIFTY REALTY

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

STAKEHOLDERS EMPOWERMENT SERVICES

1 | P A G E

SECTOR: ENGINEERING REPORTING DATE: 25TH NOVEMBER, 2017

HINDUSTAN DORR-OLIVER LTD. www.hdo.in

Hindustan Dorr-Oliver Ltd. NSE Code - HINDDORROL TABLE 1 - MARKET DATA (STANDALONE) (AS ON 22ND NOVEMBER, 2017)

Sector - Engineering NSE Market Price (`) 8.75 NSE Market Cap. (₹ Cr.) 54.14

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

Business Group – N.A. 52 week High/Low (₹) 14.00/2.35 Net worth (₹ Cr.)* -1,552.43

Year of Incorporation - 1974 TTM P/E (TTM) N.A. Traded Volume (Shares) 1,82,795

TTM P/BV N.A. Traded Volume (Lacs) 15.99

Registered Office - Source - Capitaline, TTM - Trailing Twelve Months, N.A. - Not Applicable, * As on 30th September, 2017

Dorr-Oliver House, COMPANY BACKGROUND

Chakala Andheri (E), Hindustan Dorr Oliver Limited is engaged in the business of providing engineering and

turnkey solutions, technology, and engineering procurement and construction (EPC)

installations in liquid-solid separation applications in various industry segments, such as

mineral processing and beneficiation, pulp and paper processing, fertilizer and chemicals,

and environmental management.

The Company's segments include EPC, Trading, and Manufacturing and Others. It offers

engineering services under its technologies in various industrial sectors, such as minerals,

water, chemicals and petrochemicals. Its engineering offerings include basic and detailed

engineering, such as piping, electrical, instrumentation and control, and civil and structural

foundations. Its manufacturing and supply chain management division includes American

Society Material and Equipment (ASME) equipment, including Evaporator and Waste Heat

Reboiler, and proprietary, including Spiral Classifier and Granulator.

Mumbai – 400 099,

Maharashtra

Company Website:

www.hdo.in

Revenue and Profit Performance

The revenue of the Company decreased from ₹ 22.81 crores to ₹

11.43 crores from quarter ending Sep’16 to quarter ending Sep’17.

The Company made a loss of ₹ 85.27 crores in quarter ending Sep’17

vis-a-vis making a loss of ₹ 43.71 crores in quarter ending Sep’16.

Source: Money control

Performance vis-à-vis Market

TABLE 2- Returns

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

Hindustan Dorr-Oliver Ltd 98.86% 72.00% 75.00% -26.16%

Nifty 0.52% 3.31% 7.85% 26.31%

Nifty Realty 9.19% 9.48% 23.79% 91.31%

Source - Capitaline/NSE

11.43 20.16 22.81

-85.27

-327.29

-43.71

-400

-300

-200

-100

0

100

Sep'17 Mar'17 Sep'16

Quarterly revenue and Profit (₹ CRORE)

Revenue Profit

0.00

1.00

2.00

3.00

Nov 16 Jan 17 Mar 17 May 17 Jul 17 Sep 17

Hindustan Dorr-Oliver Ltd NIFTY NIFTY REALTY

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

STAKEHOLDERS EMPOWERMENT SERVICES

2 | P A G E

SECTOR: ENGINEERING REPORTING DATE: 25TH NOVEMBER, 2017

HINDUSTAN DORR-OLIVER LTD. www.hdo.in

TABLE 3 - FINANCIALS

(₹ Cr.) Sep’17 Mar’17 Sep’16 % Change

Sep ’17 vs Mar’17 Mar’17 vs Sep’16

Net Worth -1,552.43 -1,386.86 -1,058.23 N.A. N.A.

Current Assets 122.52 138.49 465.70 -11.53% -70.26%

Non-Current Assets 266.31 268.43 246.57 -0.79% 8.87%

Total Assets 388.83 406.92 712.27 -4.45% -42.87%

Investments 154.03 153.99 153.86 0.03% 0.08%

Finance Cost 63.11 77.59 38.20 -18.66% 103.12%

Long Term Liabilities 2.02 2.05 1.27 -1.46% 61.42%

Current Liabilities 1,939.24 1,791.73 1,769.23 8.23% 1.27%

Turnover 11.43 20.16 22.75 -43.30% -11.38%

Profit After -85.27 -327.29 -43.71 N.A. N.A.

EPS (₹) -11.84 -45.45 -6.06 N.A. N.A.

Source - Money Control/ Stock exchange filing

Discussion by the Company in Sep’ 2017 quarterly results –

“During the quarter and half year ended 30th Sept, 2017 the Company had incurred a net loss on ₹ 85.27 Cr and ₹ 165.51 Cr

resulting in to accumulated losses of ₹ 1,686.93 Cr which have exceeded its net worth. Further, the Company's current liabilities

exceed current assets. The Company has obligations towards borrowings aggregating to ₹ 1,759.53 Cr which Include working

capital loan and outstanding bank guarantees 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. Further as set out in Note 2

above, pursuant to CIRP, a resolution plan needs to be prepared and approved by CCC and NCLT to keep the Company as a going

concern. Currently, the process for preparing the Resolution plan is under progress as per the provisions of the Code. Above

matters Indicate the existence or a material uncertainty that 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 results does not include any adjustment in this respect.”

AUDIT QUALIFICATIONS

Audit Qualifications in last 3 years: Auditors have raised qualification for FY 2014-15, FY 2015-16 & FY 2016-17.

Basis for Qualified Opinion for FY 2016-17:

a. Note 36 and note 37 in respect of initiation of Corporate Insolvency Resolution Process (CIRP) and 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, 2017 amounting to ₹ 1,521.4 Cr have exceeded its net worth. Further, the Company’s current liabilities exceed

current assets. The Company has obligations towards borrowings aggregating to ₹ 1,668.3 Cr which include working capital

loan and outstanding bank guarantees from banks. The Company has also 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 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 38 in respect of various claims, submitted by the financial creditors, operational creditors, workmen or employee and

authorized representative of workmen and employees of the Company to Resolution Professional pursuant to the Insolvency

and Bankruptcy Board of India (Insolvency Resolution Process for Corporate Persons) Regulation 2016 that are currently

under consideration/ reconciliation. Pending reconciliation/admission of such claims by the RP, we are unable to comment on

the consequential impact, if any, on the accompanying statement;

c. Note 39 in respect of invocation of corporate guarantees aggregating to ₹ 230.10 Cr and initiation of recovery actions against

the company in earlier year in respect of such guarantees extended / executed for its one Indian subsidiary (HDO Technologies

Limited) in favour of the lenders. In view of the ongoing Corporate Insolvency Resolution Process (CIRP), we are unable to

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

STAKEHOLDERS EMPOWERMENT SERVICES

3 | P A G E

SECTOR: ENGINEERING REPORTING DATE: 25TH NOVEMBER, 2017

HINDUSTAN DORR-OLIVER LTD. www.hdo.in

determine the impact on the standalone financial statement pending conclusion of CIRP;

d. Note 40 regarding investments in one of the Indian subsidiary (HDO Technologies Limited) that is incurring losses and its net

worth is eroded, having book value aggregating to ₹ 153.8 Cr as at March 31, 2017 and subsequent to year end corporate

insolvency resolution process has been initiated. In view of above, Company may not be able to realize such investment. Had

the loss allowance in respect of such investment been recognized, the loss after tax would have been higher by ₹ 153.8 Cr and

total assets and net worth would have been lower by ₹ 153.8 Cr respectively;

e. Note 41 in respect of overdue trade receivables aggregating to ₹ 28.3 Cr pertaining to certain projects wherein the

Management of the Company is yet to assess loss allowance/expected credit loss on such trade receivables. Had the loss

allowance in respect of such trade receivables been recognized, the loss after tax would have been higher by ₹ 28.3 Cr and

total assets and net worth would have been lower by ₹ 28.3 Cr respectively;

f. Note 42 wherein external confirmation are not available in respect of trade receivables including retention money, certain

bank balances aggregating to ₹ 19.9 Cr and trade payables/ mobilization advances. The Company is yet to assess loss

allowance/expected credit loss on such trade receivables. Accordingly, we are unable to quantify the impact, if any, arising

from the confirmation of balances/ loss assessment;

g. Note 43 and 44 in respect of corporate guarantee extended by the company, in earlier year and disclosed during the year, in

favor of security trustee of the CDR Lenders of the holding company, corporate guarantee and financial guarantees extended

to contractee/clients by the company and by the lenders respectively. The Company is yet to assess the changes in risk /

expected cash shortfall to determine expected credit loss allowance/ impairment to be recognized in respect of these financial

guarantees. The loss allowance in respect of these guarantees is indeterminable; accordingly, we are unable to comment on

the consequential impact, if any, on the standalone financial statements;

h. Note 45 in respect of balances available with statutory authorities and input credits aggregating to ₹ 12.1 Cr that are subject

to reconciliation, filing of return and admission by the respective statutory authorities and no provision has been made thus,

we are unable to comment whether any provision for impairment in the value of advances is required;

i. Note 46 in respect of write back of various trade payable, provisions and advances from customers aggregating to ₹ 107.6 Cr

for the reasons stated therein. Had the various trade payable, provisions and advances from customers not been written

back, total liabilities and the loss after tax would have been higher by ₹ 107.6 Cr and net worth would have been lower by ₹

107.6 Cr respectively.

Basis for Qualified Opinion for FY 2015-16:

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 ₹

1104.3 Cr have exceeded its net worth. Further, the Company’s current liabilities exceed current assets by ₹ 1214.7 Cr. The

Company has obligations towards borrowings aggregating to ₹ 970.4 Cr 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) 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 ₹ 53.9 Cr, which are subject matters of various negotiations with the customers. Further, Bank Guarantee of ₹

52.7 Cr 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

balances, 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 ₹ 141.2 Cr 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 Cr and ₹ 5.0 Cr 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

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

STAKEHOLDERS EMPOWERMENT SERVICES

4 | P A G E

SECTOR: ENGINEERING REPORTING DATE: 25TH NOVEMBER, 2017

HINDUSTAN DORR-OLIVER LTD. www.hdo.in

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 ₹ 57.6 Cr and unbilled revenue amounting to ₹ 86.7 Cr, 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 ₹ 596.1 Cr (including interest on WCTL and FITL of ₹ 17.8 Cr). The Bank has however

demanded ₹ 654.5 Cr. 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 ₹ 152.0 Cr (including interest accrued of ₹ 27.6 Cr) 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.

Basis for Qualified Opinion for FY 2014-15:

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

941. Cr have exceeded its net worth. The Company has obligations towards borrowings aggregating to ₹ 845.5 Cr , 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 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 Cr

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 ₹ 53.5 Cr 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 ₹ 83.9 Cr 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.

Management Response for FY 2016-17:

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. In respect of various claims submitted by the financial creditors, operational creditors, workmen etc. to the Resolution

Professional pursuant to the Insolvency and Bankruptcy Board of India. The management of the company is confident of positive

outcome.

3. In respect of invocation of corporate guarantees and initiation of recovery actions against the company. The management is in

engagement with the lenders to resolve the matter and the respective liability is appearing in the books of subsidiary Company.

4. In respect of Investment in the Indian subsidiary that incurring losses and its net worth is eroded. The management of the

company is confident of positive outcome.

5. In respect of overdue trade receivables in certain projects. The management of the company is in continuous engagement with

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

STAKEHOLDERS EMPOWERMENT SERVICES

5 | P A G E

SECTOR: ENGINEERING REPORTING DATE: 25TH NOVEMBER, 2017

HINDUSTAN DORR-OLIVER LTD. www.hdo.in

respective contractee/clients and confident of positive outcome.

6. In respect of external confirmations are not available towards certain trade receivables, retention, bank balances. The

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

7. In respect of corporate guarantee extended by the company in favour of security trustee of the CDR lenders of the holding

company and financial guarantees extended to contractee/clients. The management is confident of positive outcome.

8. In respect of balances available with statutory authorities and input credits. The management is of the opinion that these

accounts will not require any material adjustment upon reconciliation.

9. In case of write back of various trade payables, provisions and advances from customers. The management is of the opinion

that these accounts will not have any material impact.

Management Response for FY 2015-16:

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.

Management Response for FY 2014-15:

1. 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.

2. With regard to Note 32 regarding investments in its Indian subsidiary having book value aggregating to ₹ 1,538 million - in

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

diminution in value of investments.

3. With regard to Note 35 the Company has considered Trade Receivables and other receivable amounting to ₹ 534.93 million 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.

4. With regard to Note 36 to the financial statement regarding Unbilled Revenue of ₹ 839.60 million 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.

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

STAKEHOLDERS EMPOWERMENT SERVICES

6 | P A G E

SECTOR: ENGINEERING REPORTING DATE: 25TH NOVEMBER, 2017

HINDUSTAN DORR-OLIVER LTD. www.hdo.in

5. 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.

Response Comment

Frequency of Qualifications Auditors have raised qualification for FY

2014-15, FY 2015-16 & FY 2016-17.

Have the Auditors made any adverse remark in last 3 years? Yes -

Are the material accounts audited by the Principal Auditors? Yes -

Do the financial statements include material unaudited financial statements? No -

TABLE 4: BOARD PROFILE (AS PER ANNUAL REPORT - FY 2016-17)

Regulatory Norms Company

% of Independent Directors on the Board 33% 43%

% of Promoter Directors on the Board - 29%

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 (%) - 89.29%

Composition of Board: As per Regulation 17(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations,

2015 "Listing Regulations, 2015", the Company should have at least 33% Independent Directors as the Chairman of the Board is

an independent 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 6 are male and 1 is female.

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

STAKEHOLDERS EMPOWERMENT SERVICES

7 | P A G E

SECTOR: ENGINEERING REPORTING DATE: 25TH NOVEMBER, 2017

HINDUSTAN DORR-OLIVER LTD. www.hdo.in

TABLE 5 - FINANCIAL RATIOS

Ratios Sep’17 Mar’17 Sep’16

% Change

Sep ’17 vs

Mar’17

Mar’17 vs

Sep’16

Turn

ove

r

Rat

ios

Inventory Turnover N.A. N.A. N.A. N.A. N.A.

Debtors Turnover 0.19 0.28 0.17 -33.20% 70.36%

Fixed asset Turnover 0.04 0.08 0.09 -42.85% -18.60%

Current Asset Turnover 0.09 0.15 0.05 -35.91% 197.99%

Ret

urn

Rat

ios Operating Profit Margin -46.72% -39.88% -28.35% N.A. N.A.

Net Profit Margin -746.02% -1,623.46% -192.13% 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 0.06 0.08 0.26 -18.26% -70.64%

Quick Ratio 0.06 0.08 0.26 -18.26% -70.64%

Cash Ratio 0.03 0.04 0.19 -14.75% -79.79%

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 1.48 3.41 4.10 -56.60% -16.78%

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/Stock exchange filing

TABLE 6 - TRADING VOLUME

Particulars Sep’17 Mar’17 Sep’16

% Change

Sep ’17 vs

Mar’17

Mar’17 vs

Sep’16

Trading Volume (shares) (avg. of 1 qtr) 48,881 97,385 1,38,292 -49.81% -29.58%

Trading Volume (shares) (high in 1 qtr) 2,05,758 3,73,938 13,13,965 -44.98% -71.54%

Trading Volume (shares) (low in 1 qtr) 1,026 18,140 12,248 -94.34% 48.11%

Ratio - High/low trading volume 200.54 20.61 107.28 872.85% -80.78%

Ratio - High/average trading volume 4.21 3.84 9.50 9.62% -59.59%

Source - Capitaline

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

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8 | P A G E

SECTOR: ENGINEERING REPORTING DATE: 25TH NOVEMBER, 2017

HINDUSTAN DORR-OLIVER LTD. www.hdo.in

TABLE 7 (A): OWNERSHIP & MANAGEMENT RISKS

Sep-17 Mar-17 Sep-16 Comments

Shar

eho

ldin

g (%

)

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

the period from 1st Oct’ 16 to 30th Sept’ 17.

• There was no change in the promoter

shareholding during the said period.

• The shareholding of public institution

decreased from 7.91% to 3.74% and that of

public others increased from 36.81% to

40.98% during the same period.

• The promoters have pledged 53.15% of

their shareholding.

Public - Institutional

shareholding 3.74 5.22 7.91

Public - Others

shareholding 40.98 39.50 36.81

Non-Promoter Non-

Public Shareholding 0.00 0.00 0.00

Source - NSE

MAJOR SHAREHOLDERS (AS ON 30TH SEPTEMBER 2017)

S. No. Promoters Shareholding S. No. Public Shareholders Shareholding

1 IVRCL Limited 55.28%

1 Sundaram Mutual Fund A/C

Sundaram Smile Fund 3.43%

2 Mukul Mahavir Prasad 1.73%

Source - NSE

TABLE 7 (B): OWNERSHIP & MANAGEMENT RISKS

Market Activity of Promoters The promoters have not sold/bought any shares during FY 2016-17.

Preferential issue to promoters No preferential issue of shares was made to the promoters in FY 2016-17.

Preferential issue to others No preferential issue of shares was made to other shareholders during FY 2016-17.

GDRs issued by the Company The Company did not issue any GDRs during FY 2016-17.

Issue of ESOPs/Issue of shares other

than Preferential allotment

The Company did not issue any shares to the employees under its ESOP Scheme during

FY 2016-17.

Source - Annual Report FY 16-17

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 16-17

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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