MIRA INFORM REPORT

 

 

Report Date :

01.12.2007

 

IDENTIFICATION DETAILS

 

Name :

SAMSONITE SOUTH ASIA PRIVATE LIMITED

 

 

Formerly Known As:

SAMSONITE INDIA PRIVATE LIMITED

 

 

Registered Office :

Gat Nos. 159 to 163, Mumbai- Nashik Highway, Nashik Village-Gonde (Dumala), Igatpuri, Maharashtra

 

 

Country :

India

 

 

Financials (as on) :

31.12.2006

 

 

Date of Incorporation :

08.11.1995

 

 

Com. Reg. No.:

11-94287

 

 

CIN No.:

[Company Identification No.]

U19120MH1995PTC094287

 

 

TAN No.:

[Tax Deduction & Collection Account No.]

NSKS02903F

 

 

Legal Form :

Private Limited Liability Company

 

 

Line of Business :

The Company is engaged in manufacture, purchase, sale and distribution of travel good such as suitcases, briefcases and accessories in the domestic and export market.

 

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 :

USD 2580000

 

 

Status :

Good

 

 

Payment Behaviour :

Regular

 

 

Litigation :

Clear

 

 

Comments :

Subject is a part of SAMSONITE Group worldwide. Available information indicates high financial responsibility of the company. Trade relations are fair. Payments are correct and as per commitments.

 

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

 

LOCATIONS

 

Registered Office :

Gat Nos. 159 to 163, Mumbai- Nashik Highway, Nashik Village-Gonde (Dumala), Igatpuri, Maharashtra, India  

Tel. No.:

91-2553-225131/32/34

Fax No.:

91-2553- 225133

 

 

Factory 1 :

Village Gonde (Dumala), District-Nashik, Maharashtra, India

Tel. No.:

91-2553-225131,32,34,35

Fax No.:

91-2553-225133

 

 

Factory 2 :

Tainwala House, 18th Road, MIDC, Andheri (E), Mumabi-400093.

Tel. No.:

91-22-228219171, 228350388

Fax No.:

91-22-228352510

 

DIRECTORS

 

Name :

Mr. Marc Marie Bertrand Robert Matton

Designation :

Chairman cum Managing Director

Address :

Marlbouroughstraat, 12, 9630, Zwalm, Belgium

Date of Birth/Age :

12.02.1949

Date of Appointment :

01.04.2003

 

 

Name :

Mr. Mahesh S Makhijani

Designation :

Whole time Director and Company Secretary

Address :

5A, Space Venus, Mahatma Nagar, Nashik-422005, Maharashtra, India

Date of Birth/Age :

26.01.1959

Date of Appointment :

15.05.2006

 

 

Name :

Mr. Mukund B Khadilkar

Designation :

Whole time Director

Address :

Shree Apartments, 56, Samarth Nagar, Nashik-422005, Maharashtra, India

Date of Birth/Age :

18.08.1949

Date of Appointment :

31.05.2005

 

 

Name :

Dr. Ramesh Tainwala

Designation :

Chief Operating Officer

Date of Birth/Age :

46 years

Date of Appointment :

8th November, 1995

 

 

Name :

Mr. Marcello S Bottoli

Designation :

Director

Address :

Belforts Street, 18/E, 9000 Gent 9000, Belgium

Date of Birth/Age :

05.01.1962

Date of Appointment :

16.04.2004

 

 

Name :

Mr. Shashi S Dash

Designation :

Director

Address :

32, Kshitij Hill Road, Bandra (West), Mumbsi-400050, Maharashtra, India

Date of Birth/Age :

03.10.1943

Date of Appointment :

10.07.1997

 

 

Name :

Mr. Patrick A Baele

Designation :

Director

Address :

Markette 4A, 9688, Maarkedal, Belgium

Date of Birth/Age :

15.01.1957

Date of Appointment :

01.06.2000

 

 

Name :

Mr. Rajendra V Agarwal

Designation :

Director

Address :

408, Shantivan, 2-B, Raheja Township, Malad (East), Mumbai-400097, Maharashtra, India

Date of Birth/Age :

19.09.1962

Date of Appointment :

31.05.2000

 

 

Name :

Mr. Paul J Melkebeke

Designation :

Director

Address :

Diepstraat, 14-9860, Oosterzele, Belgium

Date of Birth/Age :

23.06.1959

Date of Appointment :

07.03.2003

Date of Ceasing :

25.06.2004

 

 

Name :

Mr. Willy M Vanslembrouck

Designation :

Director

Address :

Watervallestreet, 52 B-8480, Bekegem, Belgium, Europe

Date of Birth/Age :

29.09.1945

Date of Appointment :

10.09.2003

Date of Ceasing :

02.12.2004

 

 

Name :

Mr. Paul J Melkebeke

Designation :

Director

Address :

Diepstraat, 14-9860, Oosterzele, Belgium

Date of Birth/Age :

23.06.1959

Date of Appointment :

07.03.2003

Date of Ceasing :

25.06.2004

 

 

Name :

Mr. Sandeep Keshav Goenka

Designation :

Alternate Director

Address :

232/C, Grand Paradi Apartments, August Kranti Marg, Mumbai 400036, Maharashtra, India

Date of Birth/Age :

03.06.1967

Date of Appointment :

10.07.2007

 

MAJOR SHAREHOLDERS / SHAREHOLDING PATTERN

 

Names of Shareholders

No. of Shares

Mr. Ramesh D Tainwala

1802020

Samonite Mauritius Limited

21294740

Tainwala Chemicals & Plastics India Limited

3069873

Tainwala Personal Care Products Private Limited

1795000

Tainwala Holdings Private Limited

556000

Tainwala Trading and Investment Company Private Limited

2189000

Tainwala Gangadhar Dungarmal

1433000

Mr. Rajkumar D Tainwala

226600

Ms. Shobha R Tainwala

5000

Katyayan Constructions & Developers Private Limited

2500000

Amishi R Tainwala

620000

Concept Realty & Securities Limited

1236500

Concept Realty & Securities Limited

620000

Tainwala Holdings Private Limited

688000

 

 

Equity Share Break-up

Percentage of Holding

Foreign Holdings

60.00

Bodies Corporate

28.49

Other

11.51

Total

100.00

 

BUSINESS DETAILS

 

Line of Business :

The Company is engaged in manufacture, purchase, sale and distribution of travel good such as suitcases, briefcases and accessories in the domestic and export market.

 

 

Products :

Product Description

ITC Code

Travel goods such as luggage suitcases, attach, beauty cases, briefcases, handbags, casual bags, garment bags and components thereof

42021209

 

 

PRODUCTION STATUS

 

Particulars

 

Unit

Licensed Capacity

Installed Capacity

Luggage

 

Nos.

Delicenced

312,000

 

 

GENERAL INFORMATION

 

Bankers :

v      State Bank of India, IFB Branch, Andheri (East), Mumbai

v      ICICI Banking Corporation Limited, Mumbai

v      Indusind Bank Limited, Mumbai

 

 

 

 

Banking Relations :

Good

 

 

Auditors :

BSR and Company

Chartered Accountants

KPMG House, Kamala Mills Compounds, 448, Senapati Bapat Marg, Lower Parel, Mumbai-400013, India

Tel. No.:

91-22-24913030, 3131, 91-22-24988368

Fax No.:

91-22-24913132

 

 

Associates/Subsidiaries :

Ø       Samsonite Corporation, USA

Ø       Samsonite Mauritius Limited

Ø       Samsonite Europe N. V.

Ø       Samsonite Asia Limited –Hongkong

Ø       Samsonite SA de CV

Ø       Samsonite Argentina

Ø       Samsonite Italy

Ø       Samsonite Brazil

Ø       Samsonite Germany

Ø       Longberg Express S A Uruguay

Ø       Samsonite Taiwan

 

 

Joint Venture:

Ø       Taiwala Chemicals and Plastics Limited

Ø       Taiwala Holding Limited

Ø       Dr. Ramesh Tainwala

Ø       Tainwala Trading and Investment Co. Limited

Ø       Taiwala personal Care Products Limited

 

CAPITAL STRUCTURE

 

Authorised Capital :

No. of Shares

Type

Value

Amount

36000000

Equity Shares

Rs. 10/- each

Rs. 360.000 Millions

 

Issued, Subscribed & Paid-up Capital:

No. of Shares

Type

Value

Amount

35491233

Equity Shares

Rs. 10/- each

Rs. 354.912 Millions

 

FINANCIAL DATA

[all figures are in Rupees Millions]

 

 

ABRIDGED BALANCE SHEET

 

SOURCES OF FUNDS

 

31.12.2006

31.12.2005

31.12.2004

SHAREHOLDERS FUNDS

 

 

 

1] Share Capital

354.912

354.912

354.912

2] Share Application Money

0.000

0.000

0.000

3] Reserves & Surplus

290.992

97.178

21.332

4] (Accumulated Losses)

0.000

0.000

0.000

NETWORTH

645.904

452.090

376.244

LOAN FUNDS

 

 

 

1] Secured Loans

177.375

173.562

159.946

2] Unsecured Loans

0.000

0.000

0.000

TOTAL BORROWING

177.375

173.562

159.946

DEFERRED TAX LIABILITIES

43.279

48.494

45.238

 

 

 

 

TOTAL

866.558

674.146

581.428

 

 

 

 

APPLICATION OF FUNDS

 

 

 

 

 

 

 

FIXED ASSETS [Net Block]

536.720

460.364

374.914

Capital work-in-progress

14.510

48.769

52.397

 

 

 

 

INVESTMENT

0.000

0.000

0.000

DEFERREX TAX ASSETS

0.000

0.000

0.000

 

 

 

 

CURRENT ASSETS, LOANS & ADVANCES

 

 

 

 
Inventories
473.575

315.709

225.795

 
Sundry Debtors
348.478

271.268

97.719

 
Cash & Bank Balances
4.560

11.550

9.044

 
Other Current Assets
0.000

0.000

0.000

 
Loans & Advances
336.053

204.407

81.830

Total Current Assets
1162.666

802.934

414.388

Less : CURRENT LIABILITIES & PROVISIONS
 

 

 

 
Current Liabilities
637.018

561.693

242.698

 
Provisions
210.320

76.228

17.573

Total Current Liabilities
847.338

637.921

260.271

Net Current Assets
315.328

165.013

154.117

 

 

 

 

MISCELLANEOUS EXPENSES

0.000

0.000

0.000

 

 

 

 

TOTAL

866.558

674.146

581.428

 

 


PROFIT & LOSS ACCOUNT

 

PARTICULARS

 

 

31.12.2005

31.12.2004

Sales Turnover

1678.857

1152.722

Other Income

 

 

 

Total Income

 

1678.857

1152.722

 

 

 

 

Profit/(Loss) Before Tax

 

182.594

99.469

Provision for Taxation

 

0.000

0.000

Profit/(Loss) After Tax

 

182.594

99.469

 

 

 

 

Export Turnover

 

893.743

545.105S

 

 

 

 

Expenditures :

 

 

 

 

Cost of Goods Sold

 

 

 

Manufacturing Expenses

 

 

 

 

Administrative Expenses

 

 

 

 

Raw Material Consumed

 

 

 

 

Purchases made for re-sale

 

 

 

 

Consumption of stores and spares parts

 

1496.263

1053.253

 

Increase/(Decrease) in Finished Goods

 

 

 

 

Salaries, Wages, Bonus, etc.

 

 

 

 

Managerial Remuneration

 

 

 

 

Payment to Auditors

 

 

 

 

Interest

 

10.610

7.751

 

Depreciation & Amortization

 

64.117

56.145

Total Expenditure

 

1570.99

1117.149

 

 

KEY RATIOS

 

PARTICULARS

 

 

 

31.12.2005

31.12.2004

PAT / Total Income
(%)
 
10.87

8.62

 
 
 
 

 

Net Profit Margin

(PBT/Sales)

(%)

 
10.87

8.62

 

 

 
 

 

Return on Total Assets

(PBT/Total Assets}

(%)

 
14.45

12.60

 

 

 
 

 

Return on Investment (ROI)

(PBT/Networth)

 

 
0.40

0.26

 

 

 

 

 

Debt Equity Ratio

(Total Liability/Networth)

 

 

1.79

1.12

 

 

 

 

 

Current Ratio

(Current Asset/Current Liability)

 

 

1.26

1.59

 

LOCAL AGENCY FURTHER INFORMATION

 

 

This Form is for

Modification of Charge

Charge identification number of the charge to be modified

90156589

Corporate identity number of the company

U19120MH1995PTC094287

Name of the company

SAMSONITE SOUTH ASIA PRIVATE LIMITED

Address of the registered office or of the principal place of  business in India of the company

Gat Nos. 159 to 163, Mumbai- Nashik Highway, Nashik Village-Gonde (Dumala), Igatpuri, Maharashtra, India

Type of charge

Book Debts

Movable Property

Particular of charge holder

State Bank of India, Industrial Finance Brnach, Snehal Chambers, Andheri (East), Mumbai-400069, Maharashtra, India

Nature of description of the instrument creating or modifying the charge

Supplemental to Working Capital Consortium Agreement

Supplemental Joint Hypothecation Deed

Date of instrument Creating the charge

28.08.2006

Amount secured by the charge

Rs. 287.000 Millions

Brief particulars of the principal terms an conditions and extent and operation of the charge

[a] Rate of Interest

As stipulated by the said banks in their sanction letters and as advised from time to time plus service charges as are applicable to the said facilities from time to time.

 

Short particulars of the property charged

Borrowers current assets such as stock of raw materials, semi finished and finished goods, stores and spares not relating to plant and machinery [consumable stores and spares] receivable and book debts and all other pertaining to the said both present and future excluding such movables as permitted by bank

Date of latest modification prior to the present modification

08.01.2004

Particulars of the present modification 

Now by the present modification the limit increased from Rs. 218.250 Millions to Rs. 287.000 Millions and borrowers div. of village Gonde in Nasik in Maharashtra on a pari passu basis with Indusind Bank and ING Vysaya Bank

 

 

Name of the company

SAMSONITE SOUTH ASIA PRIVATE LIMITED

Presented By

Shri. Mahesh Makhijani Director Finance and Company Secretary

1) Date and description of instrument creating the change

a.    Agreement of loan for overall limit FC – 1

b.    Agreement pf hypothecation of goods and assets F-C-2

c.    Letter regarding grant of individual limits within the overall limit FC – 5.  All the above agreements are dated 26.11.1996 and executed for the creation of a single charge.

 

2) Amount secured by the charge/amount owing on the securities of charge

Rs. 137.000 Millions

3) Short particular of the property charged. If the property acquired is subject to charge, date of the acquired of the property should be given

A first charge by way of hypothecation of the borrowers entire goods, movables and other assets such as book debts, outstanding moneys, receivables by way of cash assistance and/or cash incentives under the cash  incentives scheme or any other scheme, claims including claims by way of refund of customs/excise duties as under the duty drawback credit scheme or any other scheme, bills, invoices documents and rights uncalled capital and all present and future machinery.

 

4) Gist of the terms and conditions and extent and operation of the charge.

ROI 4% above SBAR min 19.5% p.a. effective rate 20.25% p.a. inclusive of int. tax.

5) Name and Address and description of the person entitled to the charge.

State Bank of India, Industrial Finance Branch, Snehal Chambers, Andheri (East), Mumbai-400069, Maharashtra, India

6) Date  and brief description of instrument modifying the charge

No instrument was executed.

On 25.09.2001 a memorandum of entry was executed together with a declaration by the Directors of the Company in the matter of Joint Mortgage by Deposit of Title Deeds in respect of immovable properties of the Company.

7) Particulars of modifications specifying the terms and conditions or the extent of operations of the charge in which modification is made and the details of the modification.

The original charge was created on 26.11.1996 for Rs. 137.Millions.  1stly modified on 02.12.1997 wherein the Company offered an additional collateral security.  2ndly modified on 02.08.2001 when the limit of Rs. 137 Millions was reduced to Rs. 127.688 Millions as given below :

 

Working Capital Demand

Loan

Rs.9.600 millions

Demand Cash Credit

Rs. 2.400 millions

Export Packing Credit

Rs. 32.000 millions

Post Shipment Export

Rs.16.000 millions

 

 

Term Loan - I

Rs. 19.688 Millions

Term Loan - II

Rs. 25.000 Millions

Letter of Credit

Rs. 2.000 Millions

Bank Guarantee

Rs. 20.000 Millions

EPCB

Rs. 17.000 Millions

 

Rs. 127.688 Millions

 

3rdly modified on 02.08.2001 wherein the Company offered primary/additional security by way of hypothecation of the machineries of Cruisair Project installed at Gat Nos. 159 to 163, Mumbai- Nashik Highway, Nashik Village-Gonde (Dumala), Igatpuri, Maharashtra, India

 

Now by the present modification no instrument was executed but a Memorandum of Entry  [constructive Delivery] and deposit of title deeds was executed on 25.09.2001 with ICICI Limited, ICICI acting for itself and as agent of State Bank of India.  By the present modification the Company has offered additional security by way of first charge on the Company’s immovable properties more particularly  described in the schedules to the Memorandum of Entry situated at Village Gonde Taluka Igatpuri, District Nashik together with all buildings and structures thereon and all plant and machinery attached to the earth or permanently fastened to anything attached to the earth  both present and future on a paripassu basis with other banks and financial institutions for securing the due repayment of fresh Term Loan of Rs. 25.000 Millions  and EPCB limits of Rs. 17.000 Millions [included in the limits of Rs. 127.688 Millions ] together with additional interest, liquidated damages, commitment charges, premises on repayment or on redemption all costs charges and other monies payable by the Company to State Bank of India.

 

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 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. 39.67

UK Pound

1

Rs. 81.78

Euro

1

Rs. 58.46

 

 

SCORE & RATING EXPLANATIONS

 

SCORE FACTORS

 

RANGE

POINTS

HISTORY

1~10

6

PAID-UP CAPITAL

1~10

6

OPERATING SCALE

1~10

6

FINANCIAL CONDITION

 

 

--BUSINESS SCALE

1~10

6

--PROFITABILIRY

1~10

6

--LIQUIDITY

1~10

6

--LEVERAGE

1~10

6

--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

NO

--LISTED

YES/NO

NO

--OTHER MERIT FACTORS

YES/NO

YES

TOTAL

 

54

 

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.

 

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