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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