MIRA INFORM REPORT

 

 

Report Date :

20.04.2007

 

IDENTIFICATION DETAILS

 

Name :

WIMCO LIMITED

 

 

Registered Office :

Indian Merchantile Chambers K Marg, Ballard Estate, Mumbai; 400038, Maharashtra

 

 

Country :

India

 

 

Financials (as on) :

31.03.2006

 

 

Date of Incorporation :

07.09.1923

 

 

Com. Reg. No.:

001082

 

 

CIN No.:

[Company Identification No.]

U24291MH1923PTCC001082

 

 

 

 

Legal Form :

Public Limited Liability Company. Company’s Shares are Listed on the stock Exchange

 

 

Line of Business :

Manufacturer of Safety Matches.

 

 

RATING & COMMENTS

 

MIRA’s Rating :

Ba

 

RATING

STATUS

PROPOSED CREDIT LINE

41-55

Ba

Overall operation is considered normal. Capable to meet normal commitments.

Satisfactory

 

Maximum Credit Limit :

 

 

 

Status :

Satisfactory

 

 

Payment Behaviour :

Regular

 

 

Litigation :

Clear

 

 

Comments :

Subject is well-established and reputed company having satisfactory track. Directors are reported as experienced and respectable businessmen. Trade relations are reported as fair. Business is active. Payments are usually correct and as per commitments.

 

The company can be considered normal for business dealings at usual trade terms and conditions.

 

 

LOCATIONS

 

Registered Office :

Indain Merchantile Chambers K Marg, Ballard Estate, Mumbai; 400038, Maharashtra

Tel No:

91-22-56316600 / 56310828

Fax No:

91-22—56314513

Website :

http://wimcoltd.tradeindia.com

 

 

DIRECTORS

 

Name :

Mr. H. N. Sethna

Designation :

Chairman

 

 

Name :

Mr. R. Gopal

Designation :

Managing Director

 

 

Name :

Mr. R. L Auddy

Designation :

Director

 

 

Name :

Mr. C. R. Dua

Designation :

Director

 

 

Name :

Mr. D. Dutta

Designation :

Director

 

 

Name :

Mr. S. Mathur

Designation :

Director

 

 

Name :

Mr. R. K. Singhi

Designation :

Director

 

 

Name :

Mr. R. Srinivasan

Designation :

Director

 

 

Name :

Mr. R. Tandon

Designation :

Director

 

 

Name :

Mr. R. Gopal

Designation :

Managing Director

 

 

Name :

Mr. L. B. Singh

Designation :

Head Of Marketing

 

 

Name :

Mr. C.R. Sivaramakrishnan

Designation :

Vice President – Finance

 

 

Name :

Mr. A. Saha

Designation :

Vice President - Human Resources

 

 

Name :

Mr. Subratta Dutta

Designation :

Vice President - Sales And Marketing

Date of Birth/Age :

43 Year

Qualification :

B.Tech Pgdm

Experience :

17 Years

Date of Appointment :

20.11.2002

 

 

KEY EXECUTIVES

 

Name :

Vikram Jain

Designation :

Manager - Legal & Company Secretary

 

 

BUSINESS DETAILS

 

Line of Business :

 

 

 

Products :

Matches, Wax and Wooden Matches,Packaging Machines

 

Product Description

Item Code No:

Matches

36050010

Machinery

84223000

 

 

 

PRODUCTION STATUS

 

Particulars

Unit

Licensed Capacity

Installed Capacity

Actual Production

Matches

Million Boxes

5000

5000(on 3 Shift basis 300 working day)

3319

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

GENERAL INFORMATION

 

No. of Employees :

Manufacturer of Safety Matches

 

 

Bankers :

ABN AMRO BANK N.V.

 

 

Facilities :

Secured Loan

As at 31.03.2006 (Rs.in Millions)

Cash Credit (including working capital demand loan) with Banks (secured by a hypothecation of all

stock in trade present and future of the Company including raw materials, finished goods, trading products

and stock-in-process and present and future book debts, outstanding receivables, claims and bills)

 

2,58.875

 

Unsecured Loan

 

Loan from a Subsidiary Company

(due within one year Rs. 450.00 lacs (2004-05 : Rs 450.00 lacs))

 

45.000

 

 

 

Banking Relations :

Satisfactory

 

 

Auditors :

 

Name :

BSR & Co.

Chartered Accountants

 

 

Associates/Subsidiaries :

Subsidiary :

Wimco Seedlings Limited

Pavan Poplar Limited

Prag Agro Farm Limited

Wimco Boards Limited

 

Fellow Subsidiaries:

Swedish Match Consumers Products Limited

Swedish Match Lighters BV

Swedish Match Arenco AB

ITC Infotech India Limited

 

 

CAPITAL STRUCTURE

 

Authorised Capital :

No. of Shares

Type

Value

Amount

550000000

Equity Shares

Re.1 /- each

Rs.550.000 Millions

9300000

Preference Share

Rs.100/- each

Rs.930.000 Millions

 

Issued, Subscribed & Paid-up Capital :

No. of Shares

Type

Value

Amount

52000000

Equity Shares

Re.1/- each

Rs. 52.000 Millions

5200000

Preference Shares

Rs.100/- each

Rs. 520.000 Millions

 


 

FINANCIAL DATA

[all figures are in Rupees Millions]

ABRIDGED BALANCE SHEET

 

SOURCES OF FUNDS

 

31.03.2006

31.03.2005

31.03.2004

SHAREHOLDERS FUNDS

 

 

 

1] Share Capital

572.000

572.000

1040.000

2] Share Application Money

0.000

0.000

0.000

3] Reserves & Surplus

757.722

688.678

444.900

4] (Accumulated Losses)

(231.210)

(99.764)

0.000

NETWORTH

1098.512

1160.914

1484.900

LOAN FUNDS

 

 

 

1] Secured Loans

258.875

266.201

289.700

2] Unsecured Loans

45.000

45.000

36.400

TOTAL BORROWING

303.875

311.201

326.100

DEFERRED TAX LIABILITIES

 

 

 

 

 

 

 

TOTAL

1402.387

1472.115

1811.000

 

 

 

 

APPLICATION OF FUNDS

 

 

 

 

 

 

 

FIXED ASSETS [Net Block]

959.874

894.444

1209.000

Capital work-in-progress

7.476

13.599

10.500

 

 

 

 

INVESTMENT

0.002

4.238

41.300

DEFERREX TAX ASSETS

 

 

 

 

 

 

 

CURRENT ASSETS, LOANS & ADVANCES

 

 

 

 

Inventories

269.658

290.031

239.800

 

Sundry Debtors

102.774

78.584

160.900

 

Cash & Bank Balances

8.728

68.605

53.800

 

Other Current Assets

0.000

0.000

0.000

 

Loans & Advances

363.111

403.939

523.600

Total Current Assets

744.271

841.159

978.100

Less : CURRENT LIABILITIES & PROVISIONS

 

 

 

 

Current Liabilities

270.990

279.195

320.500

 

Provisions

38.246

48.049

168.000

Total Current Liabilities

309.236

327.244

488.500

Net Current Assets

435.035

513.915

489.600

 

 

 

 

MISCELLANEOUS EXPENSES

 

45.919

60.600

 

 

 

 

TOTAL

1402.387

1472.115

1811.000

 


 

PROFIT & LOSS ACCOUNT

 

PARTICULARS

 

31.03.2006

31.03.2005

31.03.2004

Sales Turnover

1403.684

1319.269

1690.000

Other Income

22.820

31.552

56.600

Total Income

1426.504

1350.821

1746.600

 

 

 

 

Profit/(Loss) Before Tax

(125.300)

(41.300)

(71.500)

Provision for Taxation

6.100

1.400

0.000

Profit/(Loss) After Tax

(131.400)

(42.700)

(71.500)

 

 

 

 

Earnings in Foreign Currency :

 

 

 

 

Traveling

0.028

0.190

0.000

 

Commission Earnings

4.371

8.268

0.000

 

Other Earnings

0.000

0.000

0.000

Total Earnings

4.399

8.458

0.000

 

 

 

 

Imports :

 

 

 

 

Raw Materials

25.288

20.012

0.000

 

Stores & Spares

0.000

0.000

0.000

 

Capital Goods

0.000

9.382

0.000

 

Others

0.000

0.000

0.000

Total Imports

25.288

29.394

0.000

 

 

 

 

Expenditures :

 

 

 

 

Cost of Trading Product

35.412

84.022

0.000

 

Raw Material Consumed

683.664

632.881

0.000

 

Increase/(Decrease) in Finished Goods

52.154

(32.985)

0.000

 

Employee Costs.

340.972

312.232

0.000

 

Other cost

406.794

411.950

0.000

 

Interest

21.964

23.628

0.000

 

Depreciation & Amortization

23.502

20.961

0.000

 

Raw Materials

0.000

0.000

797.100

 

Excise Duty

0.000

0.000

105.800

 

Power & Fuel Cost

0.000

0.000

73.000

 

Other Manufacturing Expenses

0.000

0.000

51.700

 

Employee Cost

0.000

0.000

342.100

 

Selling and Administration Expenses

0.000

0.000

298.700

 

Miscellaneous Expenses

0.000

0.000

168.800

Total Expenditure

1564.462

768.771

1837.200

 

KEY RATIOS

 

PARTICULARS

 

31.03.2006

31.03.2005

31.03.2004

Debt-Equity Ratio

0.75

0.64

0.46

Long Term Debt-Equity Ratio

0.00

0.00

0.00

Current Ratio

1.23

1.23

1.28

TURNOVER RATIOS

 

 

 

Fixed Assets

1.29

1.22

1.42

Inventory

5.59

5.58

7.39

Debtors

17.26

12.34

12.51

Interest Cover Ratio

(4.64)

(3.10)

0.20

Operating Profit Margin(%)

(5.09)

(3.61)

1.63

Profit Before Interest And Tax Margin(%)

(6.59)

(5.03)

0.25

Cash Profit Margin(%)

(6.89)

(5.23)

0.34

Adjusted Net Profit Margin(%)

(8.40)

(6.65)

(1.03)

Return On Capital Employed(%)

0.00

0.00

0.00

Return On Net Worth(%)

0.00

0.00

0.00

 

 

 

STOCK PRICES

 

Face Value

Rs.10.00

High

Rs.51.50

Low

Rs.50.10

 

 

LOCAL AGENCY FURTHER INFORMATION

 

Directors Report:

Company Performance

During the year, the Company has recorded a turnover of Rs. 1426.500 Millions (previous year - Rs. 1350.800 Millions) and incurred a net loss of Rs. 131.400 Millions (previous year - Rs. 42.700 Millions). The increase in loss is mainly on account of substantial decrease in service income and change in policy relating to amortization of voluntary retirement expenses.

 

The income from Match business has increased to Rs. 1321.900 Millions from Rs. 1187.900 Millions as a result of increase in volume by 14%. The income from Engineering business increased by 6% to Rs. 67.000 Millions as compared to Rs.63.000 Millions last year.

 

In view of the emerging market opportunities in the Match and Engineering segments, the Company is engaged in sharpening its focus on these businesses. 

 

During the year, the Company has streamlined its selling and marketing activities to achieve overall  efficiencies, the benefits of which are evident in the last quarter of the financial year under review.

With the progressive realisation of synergies in sales, distribution and operations, the Company is poised for an improved performance.

 

Dividend

In view of accumulated losses, the Directors are unable to recommend a dividend.

 

Delisting of Shares and Exit Offer

During the year, Russell Credit Limited (Russell), a wholly owned subsidiary of ITC Limited, acquired majority shareholding in the Company.

 

Following the aforesaid acquisition, Russell made an offer to acquire the remaining public shareholding of the Company through the book building process under the Securities and Exchange Board of India

(Delisting of Securities) Guidelines, 2003 (Guidelines) at the Exit Price of Rs. 53/- per equity share. In accordance with the Guidelines, Russell is required to purchase, at the Exit Price of Rs. 53/-, all

equity shares that may be tendered by the remaining shareholders of the Company till IS*1 June, 2006.

 

Pursuant to the approval of the Members at the Extraordinary General Meeting of the Company held on 1st August, 2005 and following the aforesaid acquisition, the equity shares of the Company

were delisted from Bombay Stock Exchange Limited (BSE) and National Stock Exchange of India Limited (NSE) with effect from 141" December, 2005.

 

The shareholding of Russell in the Company presently stands at 93.57 % of Paid up Equity Share Capital.


 

Subsidiaries

Particulars as required under Section 212 of the Companies Act, 1956, in respect of Company's subsidiaries viz., Wimco Boards Limited and Wimco Seedlings Limited and its subsidiaries, Pavan Poplar Limited and Prag Agro Farm Limited, have been annexed to the Accounts of the Company.

 

Fixed Assets:

 

Intangible Assets

Leasehold Land

Tangible Assets

Freehold Land

Buildings

Plant and Machinery

Factory Equipments

Railway Sidings

Furniture and fitting

Computers/ Office Equipments

Motor Cars, Lorries,

Tractors and Launches

 

  1. Parties exercising control over the Company:

Upto June 30,2005

Related Party

 

Relationship

 

Swedish Match AB, Sweden

Haravon Investments Re. Ltd.

Seed Trading Re. Ltd.

Swedish Match Singapore

Re. Ltd.

 

Ultimate Holding Company #

Held 46.18% of the Equity Share Capital #

Held 5.93% of the Equity Share Capital #

Held 21 .89% of the Equity Share Capital #

 

 

From July 1,2005

Related Party

Relationship

ITC Ltd.

Russel Credit Ltd.

Ultimate Holding Company

Holds 93.48% of the Equity Share Capital #

 

 

Incorporated in 1923 as The Western India Match Company, Wimco got its present name in 1973 when it diversified into other areas.  


 
 In Feb.'89, Wimco came out with a Rs 45.700 Millions rights issue of 4.574 Millions equity shares at par to augment its long-term resources. Its product portfolio includes safety matches and machines. Its subsidiaries are Wimco Boards Limited, Wimco Seedlings Limited, Pavan Poplar Limited, Prag Agro Farm Limited.  
 
 The Company has the factories located at Ambarnath-Maharashtra, Bareilly- Uttar Pradesh, Tiruvottiyur-Chennai and Alambazar-West Bengal. During 2000-01, Ambarnath factory obtained ISO 9002:1994 Certification by KEMA. 
 
 The company also has a sizeable export turnover through exports to Africa, South America, West Asia, Japan, Europe, Australia, and other countries. It tied up with Heinz India Pvt Ltd to produce tomato paste. It also undertook a Rs 2800.000-Millions diversification in 1994-95 to manufacture medium-density fibre boards and oleoresins and implemented a backward integration programme for its match division. During 2002-03, The company launched 'Homelites' brand mosquito coils to add to the portfolio of matches and also entered into arrangements of third party products. 



 The authorised share capital of the company was increased from Rs.550.000 Millions to Rs.1480.000 Millions in addition thereto of 700000 0.05% RCP shares of Rs.100 each were issued and allotted to Svenska Tandsticksbbolaget Forsaljningsaktiebolag, a subsidiary of Swedish Match AB Sweden. Consequently the paid up capital of the company stands increased to Rs.104 Millions. In 2000-01, the management of the company has been changed from the Jatia Group to Swedish Match AB,Sweden. During 2004-05, Swedish Match Singapore Pte Ltd with Swedish Match AB (Publ), Haravon Investment Pte Ltd and Seed Trading Pte Ltd acquired 13,517,719 Equity Shares of Re.1/- each representing 26% of total equity share capital of the company. 
 
 During 2001-02, The company divested its entire equity stake comprising 50000 shares of Singapore $1 each, which amounts to Rs.13,04,000/- in the wholly owned subsidairy, Wimco International Pte Ltd, Singapore. Wimco Greenbelts Limited and Gladhill Trading Limited amalgamated with Wimco Seedlings Ltd, a subsidiary of the company with effect from April 1, 2001. 


 During 2004-05, The company has subdivided the value of equity shares from Rs.10/- to Re.1/- in the ratio 1:10.

 

 

As per Web Site:

The company is the single largest safety matches manufacturer in India and is widely present in the Indian market through various brands of matches like - Ship, Homelites, Tekka, Horsehead, Three Mangoes, Cheeta Fight, Kapas and Arrow, to name a few. It is the first company in India, to introduce 'Karborised' safety matches, which leave no 'after-glow'. The company also exports its safety matches to various countries.


THE COMPANY is an ITC Company. Established on 7th September 1973, it began its operation at Ambernath in Maharashtra and expanded its production facilities to Chennai (Tamil Nadu), Bareilly (Uttar Pradesh) and Kolkata (West Bengal). In 1975 the company was rechristened The company.


With its wide distribution network as well as being synonymous with quality, safe and and consumer friendly goods, The company has in recent times distributed products of other companies, which include Shampoos, Throat Drops and Chewing Gumlets.


The company also has an Engineering Division and an Agro Forestry business - "The company Seedlings Ltd."Primary Competitive Advantage for The company Safety matches Machine Made - Gives consistent quality, lights easily, does not get damp even during rainy seasons.

 

Carborised - gets extinguished with a single puff - no after glow, no fear of burning tips falling on clothes.  Fully mechanized production in all their factories. Backed by the expertise of Swedish Match.  80 years of manufacturing experience in India.

Product Range

Cardboard matches

40 matchsticks of 42mm/matchbox

50 matchsticks of 42mm/matchbox

50 matchsticks of 47mm/matchbox

240 matchsticks of 47mm/matchbox

Veneer matches

50 matchsticks of 42mm/matchbox

Matchbox with Veneer Inners

Matchbox with Cardboard Inners

40 matchsticks of 38mm/matchbox

Matchbox with Veneer Inners

Wax matches

40 matchsticks of 29mm/matchbox.

40 matchsticks of 32mm/matchbox.

50 matchsticks of 32mm/matchbox.

35 matchsticks of 27mm/matchbox.

 

THE COMPANY ENGINEERING

The company Engineering manufactures Tube Filling Machines, Jar Filling Machines, Cartoning Machines and Powder Filling Machines. It is also the sole selling agent in India for ARENCO (which is a part of the Swedish Match Group), Shrinkwrapping Machines, Stretchwrapping Machines, Carryline Conveyors and Pillow Pack Machines.

Its clientele in India includes Hindustan Lever, Dabur, Balsara, Glaxo Smithkline, Johnson & Johnson, Glenmark, Pidilite, Emami, Cavinkare & J L Morrison.


The company's export markets include UK, Singapore, Malaysia, UAE, Tanzania, Myanmar, Syria, Jordan, Sri Lanka, Nepan and Iran.

 

Primary Competitive Advantage for The company Engineering

Sole selling agent for Arenco Machines

Integrated packaging solutions

 

 

Company Profile

 

Business Type                     Exporter , Manufacturer

Year of Establishment           1973

No of Production Lines          4 factories of Match & 1 Factory for Engineering products

Export Markets                    Worldwide

OEM Service Provided          No

Production Type                   100% machine made

Monthly Production Capacity :   36 crore match boxes per month and 11 machines per month for engineering

                                                division.

Product Range

Cardboard matches

Veneer matches

Wax matches


CMT REPORT (Corruption, Money Laundering & Terrorism]

 

The Public Notice information has been collected from various sources including but not limited to: The Courts, India Prisons Service, Interpol, etc.

 

1]         INFORMATION ON DESIGNATED PARTY

No records exist designating subject or any of its beneficial owners, controlling shareholders or senior officers as terrorist or terrorist organization or whom notice had been received that all financial transactions involving their assets have been blocked or convicted, found guilty or against whom a judgement or order had been entered in a proceedings for violating money-laundering, anti-corruption or bribery or international economic or anti-terrorism sanction laws or whose assets were seized, blocked, frozen or ordered forfeited for violation of money laundering or international anti-terrorism laws.

 

2]         Court Declaration :

No records exist to suggest that subject is or was the subject of any formal or informal allegations, prosecutions or other official proceeding for making any prohibited payments or other improper payments to government officials for engaging in prohibited transactions or with designated parties.

 

3]         Asset Declaration :

No records exist to suggest that the property or assets of the subject are derived from criminal conduct or a prohibited transaction.

 

4]         Record on Financial Crime :

            Charges or conviction registered against subject:                                                  None

 

5]         Records on Violation of Anti-Corruption Laws :

            Charges or investigation registered against subject:                                                          None

 

6]         Records on Int’l Anti-Money Laundering Laws/Standards :

            Charges or investigation registered against subject:                                                          None

 

7]         Criminal Records

No available information exist that suggest that subject or any of its principals have been formally charged or convicted by a competent governmental authority for any financial crime or under any formal investigation by a competent government authority for any violation of anti-corruption laws or international anti-money laundering laws or standard.

 

8]         Affiliation with Government :

No record exists to suggest that any director or indirect owners, controlling shareholders, director, officer or employee of the company is a government official or a family member or close business associate of a Government official.

 

9]         Compensation Package :

Our market survey revealed that the amount of compensation sought by the subject is fair and reasonable and comparable to compensation paid to others for similar services.

 

10]        Press Report :

            No press reports / filings exists on the subject.

 

 

CORPORATE GOVERNANCE

 

MIRA INFORM as part of its Due Diligence do provide comments on Corporate Governance to identify management and governance. These factors often have been predictive and in some cases have created vulnerabilities to credit deterioration.

 

Our Governance Assessment focuses principally on the interactions between a company’s management, its Board of Directors, Shareholders and other financial stakeholders.

 

 

CONTRAVENTION

 

Subject is not known to have contravened any existing local laws, regulations or policies that prohibit, restrict or otherwise affect the terms and conditions that could be included in the agreement with the subject.

 

 

FOREIGN EXCHANGE RATES

 

Currency

Unit

Indian Rupees

US Dollar

1

Rs.41.99

UK Pound

1

Rs.84.22

Euro

1

Rs.57.22

 

 

SCORE & RATING EXPLANATIONS

 

SCORE FACTORS

 

RANGE

POINTS

HISTORY

1~10

9

PAID-UP CAPITAL

1~10

6

OPERATING SCALE

1~10

6

FINANCIAL CONDITION

 

 

--BUSINESS SCALE

1~10

9

--PROFITABILIRY

1~10

5

--LIQUIDITY

1~10

7

--LEVERAGE

1~10

7

--RESERVES

1~10

6

--CREDIT LINES

1~10

6

--MARGINS

-5~5

 

DEMERIT POINTS

 

 

--BANK CHARGES

YES/NO

YES

--LITIGATION

YES/NO

NO

--OTHER ADVERSE INFORMATION

YES/NO

NO

MERIT POINTS

 

 

--SOLE DISTRIBUTORSHIP

YES/NO

NO

--EXPORT ACTIVITIES

YES/NO

YES

--AFFILIATION

YES/NO

YES

--LISTED

YES/NO

YES

--OTHER MERIT FACTORS

YES/NO

YES

TOTAL

 

61

 

This score serves as a reference to assess SC’s credit risk and to set the amount of credit to be extended. It is calculated from a composite of weighted scores obtained from each of the major sections of this report. The assessed factors and their relative weights (as indicated through %) are as follows:

 

Financial condition (40%)            Ownership background (20%)                 Payment record (10%)

Credit history (10%)                    Market trend (10%)                                Operational size (10%)

 


 

RATING EXPLANATIONS

 

RATING

STATUS

 

 

PROPOSED CREDIT LINE

>86

Aaa

Possesses an extremely sound financial base with the strongest capability for timely payment of interest and principal sums

 

Unlimited

71-85

Aa

Possesses adequate working capital. No caution needed for credit transaction. It has above average (strong) capability for payment of interest and principal sums

 

Large

56-70

A

Financial & operational base are regarded healthy. General unfavourable factors will not cause fatal effect. Satisfactory capability for payment of interest and principal sums

 

Fairly Large

41-55

Ba

Overall operation is considered normal. Capable to meet normal commitments.

 

Satisfactory

26-40

B

Unfavourable & favourable factors carry similar weight in credit consideration. Capability to overcome financial difficulties seems comparatively below average/normal.

 

Small

11-25

Ca

Adverse factors are apparent. Repayment of interest and principal sums in default or expected to be in default upon maturity

 

Limited with full security

<10

C

Absolute credit risk exists. Caution needed to be exercised

 

 

Credit not recommended

NR

In view of the lack of information, we have no basis upon which to recommend credit dealings

No Rating

 

PRIVATE & CONFIDENTIAL : This information is provided to you at your request, you having employed MIPL for such purpose. You will use the information as aid only in determining the propriety of giving credit and generally as an aid to your business and for no other purpose. You will hold the information in strict confidence, and shall not reveal it or make it known to the subject persons, firms or corporations or to any other. MIPL does not warrant the correctness of the information as you hold it free of any liability whatsoever. You will be liable to and indemnify MIPL for any loss, damage or expense, occasioned by your breach or non observance of any one, or more of these conditions