RHI Magnesita India Ltd

RHI Magnesita India Ltd. (formerly Orient Refractories Ltd.) is amongst one of the top refractory manufactures in India. The Company primarily manufactures refractories for the steel industry. ORL sells its products both in India and overseas. It provides a wide range of special refractories. It serves customers through three state-of-the-art manufacturing facilities situated at Bhiwadi (Rajasthan), Vizag (Andhra Pradesh) and Cuttack (Odisha). It has franchise operation in Salem, Tamil Nadu for manufacturing basic spray mass. The company's product range includes Isostatically Pressed Continuous Casting Refractories, Slide Gate Plates, Nozzles and Well Blocks, Tundish Nozzles, Bottom Purging Refractories and Top Purging Lances, Slag Arresting Darts, Basic Spray Mass for Tundish working lining and Castables. All these products are custom made to suit the casting conditions and grade of steel being cast. Orient Refractories Ltd was incorporated on November 26, 2010, as a wholly owned subsidiary of Orient Abrasives Limited. The Company entered into a Scheme of Arrangement with Orient Abrasives Limited and their respective Shareholders, which became effective on April 1, 2011. In terms of the Scheme, the refractory business of Orient Abrasives Limited was demerged into the Company on a going concern basis. Thus, the Company is authorized to carry on the business of manufacturers, producers, processors, importers, exporters, buyers, sellers of and dealers in all kinds of refractories. During the 2012-13, pursuance to share purchase agreement vide dated 15 January 2013 entered by M/s Dutch US Holding B.V. Netherlands with Mr S G Rajgarhia and other ex-promoters of the Company, and also post offer made to shareholders of the Company. M/s Dutch US Holding B.V. acquired 52,401,579 (43.62%) equity shares on 04 March 2013 from the ex-promoters and thus acquired control over the Company and immediately thereafter, change in management took place. M/s Dutch US Holding B.V. also acquired 31,236,192 (26.00%) equity shares under above said open offer. As on 31 March 2013,total equity holding of M/s Dutch US Holding B.V. is 83,637,771 (69.62%). Dutch US Holding B.V. is a wholly-owned subsidiary of M/s. Veitscher Vertriebsgesellschaft m.b.H., which is a wholly owned subsidiary of M/s. RHI AG Vienna, Austria and is part of the M/s. RHI group. M/s. Dutch US Holding B.V. is also promoted by M/s. RHI AG. In the year 2016, Orient Refractories Ltd parent Company, RHI AG reached an agreement with controlling shareholding of another global refractory company, M/s. Magnesita, GP & Rohne. The combined Company will be able to offer ORL customers even more comprehensive range of products and services. RHI AG had acquired Magnesita in the year 2016. RHI Magnesita is the global leader in the refractory business in terms of revenue. The merger had enabled RHI to expand its geographical footprint, thus giving access to global mining network by providing access to the mines in America. RHI Magnesita group has three flagship companies in India, RHI Clasil Private Limited, RHI India Private Limited and Orient Refractories Limited. In view of increase in demand,the capacity of isotopic products of 9,300 tons per annum was increased to 11,700 tons per annum in 2018. The other project includes installation of hydraulic press for slide gate refractory, which is expected to be completed in third quarter of FY 2019-20. The board of directors on 30 April 2019 approved the acquisition of the entire paid-up equity share capital of 'Intermetal Engineers India Private Limited'(IEIPL) to make it a wholly owned subsidiary of the Company. On 18 May 2019 the Company completed the process of acquisition of IEIPL. The Board of Directors of the Company, at its meeting held on 31 July, 2018, had granted its in-principle approval to the Scheme of Amalgamation of RHI India Private Limited (RHI India) and RHI Clasil Private Limited (RHI Clasil) (together, the Merging Entities) with and into the Company. In this regard, the board of directors had approved the share exchange ratio i.e. for every 100 equity shares of face value of Rs. 10 each of RHI India, issue of 7,044 equity shares of face value of Re. 1 each of the Company and for every 1,000 equity shares of face value of Rs. 10 each of RHI Clasil, issue of 908 equity shares of face value of Re. 1 each of the Company. During the FY 2020, the Company has invested Rs 43.56 Crore to purchase certain assets of plant situated at Baichuana, Tangi, Distt. - Cuttack, Orissa of Manishri Refractories & Ceramics Private Limited (MRCPL). This plant capacity is 10,000 Tons for manufacturing of MGU bricks through recycling and with further capex the capacity will be increased to 18,000 Tons per annum. The Plant has started production from November'2019. Further, during the year Company has acquired 100% shareholding of Intermetal Engineers India Private Limited (IEIPL) for Rs.10.10 Crore for manufacturing of steel plant equipment (viz., slide gate system for flow control of liquid steel, oxygen lancing and CCM assemblies such as mould jacket assembly, dummy bar assembly) specially used during the flow of liquid steel for continuous casting, ingot casting which are exported to its regular customers in Gulf and African Region and caters to about 300 to 400 regular steel plant customers in India. IEIPL has a plant in Mumbai. These investments are made through internal accruals. The Company has one subsidiary i.e. Intermetal Engineers (India) Private Limited as on 31 March 2022. ORL had approved the proposed scheme in its Board Meeting on July 31, 2018 and the proposed scheme was also approved by shareholders (including the public shareholders) and creditors of ORL on May 17, 2019 with overwhelming majority. However, in an Order issued on March 2, 2020, the NCLT rejected the proposed scheme. After carefully assessing the details of order issued by the NCLT, ORL decided to file an appeal before the National Company Law Appellate Tribunal (NCLAT). The NCLAT by an order dated January 19, 2021, set aside the order passed by the NCLT rejecting the scheme and directed the NCLT to approve the scheme. Subsequently, NCLT, Mumbai Bench, in its order dated May 5, 2021 approved the scheme. Further to this, ORL received Certificate of Incorporation of the new amalgamated company, 'RHI Magnesita India Limited' on July 2, 2021 from the from the Ministry of Corporate Affairs (MCA). The shares of the Company commenced trading on BSE Limited and National Stock Exchange of India Limited with the new name 'RHI Magnesita India Limited' with effect from 22 July 2021. In FY 2021, the Company initiated a major transition of the oil and electrical fired kilns and driers at its plants to gas fired kilns, which was done at the Bhiwadi and Cuttack plant. During the financial year 2022-23, RHI Magnesita India acquired two leading refractory businesses in India - the Indian refractory business of Dalmia Bharat Refractories Ltd. and the refractory business of Hi-Tech Chemicals. The Company launched World-class INTERSTOPr S0 Ladle Gate System for the steel makers of Punjab, Haryana, and Himachal Pradesh at Ludhiana in September 2022. RHIM Refractories became wholly owned subsidiary of the Company with effect from 5 January 2023.