MIRA INFORM REPORT

 

 

Report Date :

30th January, 2007

 

IDENTIFICATION DETAILS

 

New Name :

SKOL BREWERIES LIMITED

(change before 5 months)

 

 

Formerly Known As :

PALS BREWERIES LIMITED

 

 

Registered Office :

No. 1, Mahal Industrial Estate, Mahakali Road, Andheri (West),

Mumbai – 400 093, Maharashtra, India 

 

 

Country :

India

 

 

Financials (as on) :

31.03.2006

 

 

Date of Incorporation :

25.09.1969

 

 

Com. Reg. No.:

11-49687

 

 

CIN No.:

[Company Identification No.]

U15510MH1969PLC014397 / U65990MH1988PLC049687

 

 

TAN No.:

[Tax Deduction & Collection Account No.]

BLRS14145F

 

 

Legal Form :

A Closely Held Public Limited Liability Company. Now it is a subsidiary of SAB Miller PLC.  

 

 

Line of Business :

Manufacturer of Beer.

 

RATING & COMMENTS

 

MIRA’s Rating :

B

 

RATING

STATUS

PROPOSED CREDIT LINE

26-40

B

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

Small

 

 

Maximum Credit Limit :

--

 

 

Status :

Moderate

 

 

Payment Behaviour :

Usually Correct

 

 

Litigation :

Clear

 

 

Comments :

The company has substantial accumulated losses. Financial position is moderate. However payments are correct. The company can be considered normal for business dealings at usual trade terms and conditions. 

 

LOCATIONS

 

Registered Office :

No. 1, Mahal Industrial Estate, Mahakali Road, Andheri (West),

Mumbai – 400 093, Maharashtra, India 

 

 

Head Office :

132-A, Dr. Annie Besent Road, Worli, Mumbai – 400 018, Maharashtra, India 

 

 

Factory :

MIDC, Waluj, Aurangabad, Maharashtra, India 

Tel. No.:

91-240-2555296/ 2555236

Email :

sm.pramod@sabmiller.in

 

DIRECTORS

 

Name :

Mr. Andre Charles Parker

Designation :

Chairman

 

 

Name :

Mr. Jean – Marc Delpon De Vaux 

Designation :

Managing director

 

 

Name :

Mr. Richard Mark Rushton

Designation :

Director

 

 

Name :

Ms. Sue Clark

Designation :

Director

 

 

Name :

Mr. Richard (Pete) L Lloyd

Designation :

Director

 

 

Name :

Mr. Craig McDougall

Designation :

Director

 

 

Name :

Mr. Jonathan Andrew Kirby

Designation :

Director

 

 

 

 

AUDIT COMMITTEE :

 

 

 

Name :

Mr. Jonathan Andrew Kirby

Designation :

Chairman

 

 

Name :

Mr. Andre Charles Parker

Designation :

Director

 

 

Name :

Mr. Craig McDougall

Designation :

Director

 

KEY EXECUTIVES

 

Name :

Mr. Pramod S M

Designation :

Company Secretary

 

BUSINESS DETAILS

 

Line of Business :

Manufacturer of Beer.

 

 

Products :

n       Beer

n       Scrap Sales

n       Others 

 

 

Brand Names :

"HAYWARDS"

 

 

 

PRODUCTION STATUS

 

Particulars

Unit

Licensed Capacity

Installed Capacity

Actual Production

 

 

 

 

 

Beer

Cases

33101253

40706719

29258934

 

GENERAL INFORMATION

 

No. of Employees :

About 900

 

 

Bankers and Financial Institutions :

  • Standard Chartered Bank
  • ABN Amro Bank Limited
  • The Hongkong and Shanghai Banking Corporation Limited
  • Societe Generale 

 

 

Facilities :

Unsecured Loans

(Rs. in millions)

 

31.03.2006

31.03.2005

(Amalgamated)

Short Term Loans

n       From Banks

n       From Others 

 

2199.500

0.000

 

2476.434

120.000

Other Loans

n       From Banks

n       From Others

-- Loan from joint venture partners of holding company

-- Loan from parties over which joint venture partner of the holding company has control

-- Loan from holding company

-- Loan from fellow subsidiary

-- Deferred Sales Tax Loan

 

906.057

 

 

0.000

 

 

 

0.000

 

0.503

1.000

33.316

 

1160.075

 

 

135.503

 

 

 

1.000

 

0.000

0.000

33.316

Total

3140.376

3926.328

 

 

 

Banking Relations :

--

 

 

Statutory Auditors :

BSR and Company

Chartered Accountants

Address :

Maruthi Info-Tech Centre, 11-12/1, Inner Ring Road, Koramangala, Bangalore – 560 071, Karnataka, India

 

 

Subsidiaries :

n       MBL Property Developers Limited

 

 

Ultimate Holding Companies : 

  • SAB Miller India Limited
  • SAB Miller Asia B. V. 

 

 

Joint Ventures :

·         Shaw Wallace Distilleries Limited

·         Shaw Wallace Executive Welfare Benefit Company

·         Narmada Gelatines Limited

·         Primo Distributors Private Limited

·         Hindustan Dorr Oliver Limited

·         Jerom Investments and Trading Company Private Limited

·         MBL Property Developers Limited

 

CAPITAL STRUCTURE

 

Authorised Capital :

No. of Shares

Type

Value

Amount

 

 

 

 

200000000

Equity Shares

Rs. 10/-

Rs. 2000.000 millions

 

Issued, Subscribed & Paid-up Capital :

No. of Shares

Type

Value

Amount

 

 

 

 

173835548

Equity Shares

Rs. 10/-

Rs. 1738.355 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

1738.300

718.400

716.000

2] Reserves & Surplus

1578.600

(828.000)

1283.800

NETWORTH

3316.900

(109.600)

1999.800

LOAN FUNDS

 

 

 

1] Secured Loans

0.000

0.000

0.000

2] Unsecured Loans

3140.400

3926.300

935.900

TOTAL BORROWING

3140.400

3926.300

935.900

 

 

 

 

TOTAL

6457.300

3816.700

2935.700

 

 

 

 

APPLICATION OF FUNDS

 

 

 

 

 

 

 

FIXED ASSETS [Net Block]

4932.400

2579.800

1178.000

Capital work-in-progress

253.800

337.100

288.100

 

 

 

 

INVESTMENT

2.200

2.700

1532.900

 

 

 

 

CURRENT ASSETS, LOANS & ADVANCES

 

 

 

 

Inventories

539.300

263.900

131.900

 

Sundry Debtors

1479.500

1403.100

667.600

 

Cash & Bank Balances

257.200

169.200

58.000

 

Loans & Advances

2402.700

1969.800

298.200

Total Current Assets

4678.700

3806.000

1155.700

Less : CURRENT LIABILITIES & PROVISIONS

 

 

 

 

Current Liabilities

2981.700

2487.300

849.400

 

Provisions

428.100

421.600

369.600

Total Current Liabilities

3409.800

2908.900

1219.000

Net Current Assets

1268.900

897.100

(63.300)

 

 

 

 

TOTAL

6457.300

3816.700

2935.700

 

 

PROFIT & LOSS ACCOUNT

 

PARTICULARS

 

31.03.2006

31.03.2005

31.03.2004

Sales Turnover [including other income]

9933.400

7301.800

3301.700

 

 

 

 

Profit/(Loss) Before Tax

(43.300)

(638.500)

(364.600)

Provision for Taxation

9.800

0.000

(54.500)

Profit/(Loss) After Tax

(53.100)

(638.500)

(310.100)

 

 

 

 

Total Expenditure

9976.700

7940.300

3666.300

 

 

 

 

 

 

KEY RATIOS

 

PARTICULARS

 

31.03.2006

31.03.2005

31.03.2004

Debt Equity Ratio

2.20

2.57

0.42

Long Term Debt Equity Ratio

0.66

0.72

0.10

Current Ratio

0.75

0.65

0.70

TURNOVER RATIOS

 

 

 

Fixed Assets

1.97

2.90

2.72

Inventory

24.03

36.33

22.73

Debtors

6.70

6.94

5.10

Interest Cover Ratio

0.98

(0.82)

(6.43)

Operating Profit Margin (%)

8.18

1.85

(7.75)

Profit Before Interest and Tax Margin (%)

3.15

(2.04)

(9.66)

Cash Profit Margin (%)

4.87

(0.63)

(7.59)

Adjusted Net Profit Margin (%)

(0.16)

(4.51)

(9.49)

Return on Capital Employed (%)

0.00

0.00

0.00

Return on Net Worth (%)

0.00

0.00

0.00

 

LOCAL AGENCY FURTHER INFORMATION

 

History

 

Incorporated in 1969 Skol Breweries Limited was formed with an object to manufacture of beer. 
 
This Company was promoted by Shaw Wallace and Company Limited. The promoters also obtained licence free of cost from SKOL in the Company's title. 
 
Commercial production of beer commenced in early February 1974 and the beer was marketed under the brand name "HAYWARDS". 
 
In 1983-84 (18 months), there was all-round improvement in production, sales and profits. In spite of increase in the cost of inputs, the Company was able to improve its profitability by better product-mix. The summer of 1984 was unusually severe in Maharashtra and most other parts of the country which resulted in a spurt in demand. Industrial unrest at the brewery from early August 1984 adversely affected production and sales during 1984-85. A lock-out was declared from the end of September 1984 and it lasted 95 days. Normal operations were resumed on 29th December, 1984. During 1989-90, though production and sales registered an increase, the profit margins remained under pressure due to steep increase in the cost of raw materials, packing materials and utlities. During the year, the Company launched Drought Beer in Bombay city on trial basis which was well received in the market.  
 
In March 1991, commercial production commenced in the Brewery Plant. In 1991-92, sales were adversely affected because of high rate of excise duty and extended winter season in Maharashtra, which was the major market for the Company's beer. Profits also came under pressure mainly on account of increased interest and depreciation. The wide spread riots during December 1992 and January 1993 and consequent depressed market condition particularly in Bombay and the subsequent transporters' strike in July 1992, all affected both production and sales. Profits continued to remain under pressure due to increased finance and depreciation charges. 
 
In 1995-96 company decided to modernise by upgrading the quality of beer on par with international standards by installing latest technology combi tanks, high speed labelling machines and automatic packers. Company went further with the plans to manufacture Can Beer by importing automatic canning line of 200 CPM capacity. 
 
During the year 1999-2000, the company has been conferred with the ISO 9002 Accreditation by Bureau Veritas Quality International. 
 
During the year 2000-01, the company has issued 36,11,000 Equity Shares of Rs.10/- each at the price of Rs.11/- per share allotted to Shaw Wallace Breweries Limited on preferential basis. 
 
As a part of the restructuring exercise, Shaw Wallace and Company Limited, the holding company contemplated a composite scheme of merger of Haryana breweries Limited,Sica Breweries Limited,East Coast Distilleries and Breweries Limited,Techno Pulp and Paper Board Products Limited and New Millennium Health Care Products and Equipments Limited with SKOL Breweries Limited. Accordingly, all the five companies were amalgamated with the company during 2002. 

 

Operations

 

During the year under review the Company's turnover increased by 30.97% over the previous year's turnover. This growth is not only a reflection of the growth in the beer markets that company serves, but also of company's ongoing investment in its people, markets and plant and equipment. During the year an amount of Rs. 1360.000 millions was invested in capacity and the upgrading of plant and equipment.

 

As a consequence of company becoming a subsidiary of SAB Miller PIC (a company listed on the London Stock Exchange) during the year, certain one time adjustments have been made in the books of accounts to align reporting in accordance with International accounting standards and that of the group. Cash flows are however positive and underpin a positive operating environment.

 

The Operating Margin has also been eroded by the cost of borrowing as a consequence of the current high dependence on borrowing to finance expansion. Board is currently exploring ways in which to reduce this dependence on borrowings to the mutual satisfaction of all shareholders. In the meantime Company enjoys the unqualified support of all its financiers whose confidence in the future of company is evidenced by the fact that all borrowings have been executed without the bankers taking any charges over any of Company's assets. As such the borrowings are short term and renewed from year to year.

 

The Board considers that bottles used to deliver the Company's products to the market are in substance returnable containers and that this economic reality should be reflected in the way the company accounts

for its containers. For this reason bottles are accounted for on a returnable basis, in accordance with internationally accepted accounting principles that are consistent with previous years and Indian accounting practices.

 

Future Outlook

 

The Beer industry continues to represent a major opportunity for growth. However the opportunity is critically dependant upon significant regulatory reform and continued investment in markets, people and capacity. These are all areas in which your company is actively engaged and will, in time, bear fruit.

 

Joint Venters

 

MBL Investments Limited and Ramanreti Investments and Trading Company Limited collectively holding 50% of the holding company. The holding company of MBL Investments Limited is SAB Miller India Limited.

 

Shaw Wallace parties comprising Shaw Wallace and Company Limited and Shaw Wallace Financial Services Limited collectively holding 50% of the holding company. 

 

The Company’s Fixed Assets of important value includes:

 

n       Freehold Land

n       Leasehold Land

n       Buildings

n       Plant and Machinery

n       Computer Equipments

n       Furniture and Fittings

n       Office Equipments

n       Motor Vehicles

n       Computer Software

n       Brands

 

 


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.44.17

UK Pound

1

Rs.86.66

Euro

1

Rs.57.25

 

 

SCORE & RATING EXPLANATIONS

 

SCORE FACTORS

 

RANGE

POINTS

HISTORY

1~10

6

PAID-UP CAPITAL

1~10

4

OPERATING SCALE

1~10

3

FINANCIAL CONDITION

 

 

--BUSINESS SCALE

1~10

3

--PROFITABILIRY

1~10

--

--LIQUIDITY

1~10

3

--LEVERAGE

1~10

3

--RESERVES

1~10

--

--CREDIT LINES

1~10

4

--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

NO

--AFFILIATION

YES/NO

YES

--LISTED

YES/NO

NO

--OTHER MERIT FACTORS

YES/NO

YES

TOTAL

 

26

 

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