MIRA INFORM REPORT

 

 

Report Date :

11.01.2007

 

IDENTIFICATION DETAILS

 

Name :

THE BARODA RAYON CORPORATION LIMITED

 

 

Registered Office :

Fatehnagar, P. O. Bawdarayon, Surat 394 220, Gujarat

 

 

Country :

India

 

 

Financials (as on) :

30.09.2005

 

 

Date of Incorporation :

30.05.1958

 

 

Com. Reg. No.:

11-892

 

 

TAN No.:

[Tax Deduction & Collection Account No.]

MUMT11512E

 

 

PAN No.:

[Permanent Account No.]

AAACT4051D

 

 

Legal Form :

A Public Limited liability Company.  The Company’s shares are listed on the Stock Exchanges.

 

 

Line of Business :

Producer of Viscose Filament Yarn, Nylon Yarn, Polyester Yarn and Nylon Tyre Yarn

 

RATING & COMMENTS

 

MIRA’s Rating :

Ca

 

RATING

STATUS

PROPOSED CREDIT LINE

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

 

Maximum Credit Limit :

 

 

 

Status :

Sick Company

 

 

Payment Behaviour :

Delayed

 

 

Litigation :

Exist

 

 

Comments :

The company is a sick industrial undertaking having huge accumulated losses.

 

Financial position is poor. Management has plans to reduce the capital.

 

It’s payments are slow and delayed.

 

In view of huge losses, the company can be considered for any business dealings on safe and secured trade terms and conditions, only.

 

LOCATIONS

 

Registered Office :

Fatehnagar, P. O. Bawdarayon, Surat 394 220, Gujarat

Tel. No.:

91-261-2690371,2690372, 2690373,2690 374

Fax No.:

191-261-2690454

Telex :

188 217 FATE IN

Tele Gram :

RAINBOW

 

 

Head Office :

Hoechst House, Ground Floor, 193, Backbay Reclamation, Nariman Point, Mumbai 400 021.

Fax No.:

91-22-22049296

 

 

Factory 1 :

Fatehnagar, P. O. Bawdarayon, Surat 394 220, Gujarat, India

Tel. No.:

91-261-2690371,2690372, 2690373,2690 374

Fax No.:

191-261-2690454

Telex :

188 217 FATE IN

Tele Gram :

RAINBOW

 

SOLE PROPRIETOR/PARTNERS/DIRECTORS

 

Name :

Mr. Udayan Chinubhai                                                                           

Designation :

Director

 

 

Name :

Mr. N. Ramamurthi

Designation :

Nominee Director

 

 

Name :

Mr. D. B. Dubash

Designation :

Director

 

 

Name :

Mr. R. Vasan

Designation :

Nominee Director

 

 

Name :

Mr. E. B. Desai                         

Designation :

Director

 

 

Name :

Mr. H. S. Billimoria                    

Designation :

Director

 

 

Name :

Mr. K. R. Coorawala                  

Designation :

Director

 

 

Name :

Mr. V. C. Vaidya                                   

Designation :

Director

 

 

Name :

Mr. S. P. Gaekwad                   

Designation :

Chairman and Managing Director

 

 

Name :

Mr. A. K. Shah                         

Designation :

Director

 

 

Name :

Mr. M. Sudhendranath               

Designation :

Nominee Director

 

 

Name :

Captain J. P. Singh

Designation :

Director

 

 

Name :

Captain V. K. Raichand

Designation :

Director

 

MAJOR SHAREHOLDERS

 

Names of Shareholders

 

Percentage of Holding

INSTITUTIONS (%)

 

 

UTI

 

11.93

IDBI

 

0.05

LIC

 

4.83

GIC

 

4.27

IFCI

 

0.21

TOTAL

 

21.30

 

 

 

DOMESTIC (%)

 

 

Directors

 

2.64

Public

 

44.82

Mutual Funds

 

0.84

Other Companies

 

15.21

TOTAL

 

63.51

 

 

 

FOREIGN (%)

 

 

NRI

 

0.16

Collaborators

 

9.99

Institutions

 

5.04

TOTAL

 

15.19

 

BUSINESS DETAILS

 

Line of Business :

Producer of Viscose Filament Yarn, Nylon Yarn, Polyester Yarn and Nylon Tyre Yarn

 

 

Products :

Industrial and Chemical Process Equipment, Textile and Garments

 

ITC Code

Product Description

5403.31

Rayon Filament Yarn

5402.41

Nylon Filament Yarn

5402.42

Polyester Filament Yarn

 


 

PRODUCTION STATUS

 

Particulars

Unit

Licensed Capacity

Installed Capacity

Actual Production

Viscose filament Yarn

M.T.

6134

4500

2978.876

Nylon Yarn

M.T.

6000

2436

Nil

Polyester Yarn

M.T.

10777

15204

Nil

Nylon Industrial Yarn/ Tyrecord $

M.T.

4000

4000

Nil

Anhydrous Sodium Sulphate

M.T.

3585

2200

1360.00

Carbon-di-Sulphide

M.T.

1980

1980

1445.907

Sodium Sulphide

M.T.

145

145

0.528

 

GENERAL INFORMATION

 

No. of Employees :

700

 

 

Bankers :

Ø       Punjab National Bank, PNB  House, Sir P. M. Road, Fort, Mumbai - 400 001.

Ø       ICICI Limited

Ø       Yes Bank

 

 

Facilities :

Secured Loans :

Particulars

Rs. (In millions)

ICICI Limited In participation with Industrial Development Bank of India Limited, Industrial Finance Corporation of India Limited, Life Insurance Corporation of India, Unit Trust of India, General Insurance Corporation of India and its Subsidiaries and Industrial Investment Bank of India Limited

20.635

ICICI Limited

Rupee Loan

 

3.775

Industrial Finance Corporation of India Limited

Foreign Exchange Loan

11.556

Industrial Development Bank of India Limited

Foreign Exchange Loan

(The Loans mentioned in item number (I) to (IV) are Secured by Joint Equitable Mortgage of the immovable Properties and Hypothecation of Movable Properties (Save and except book debts ) of the company both Present and future excluding Nitrogen Generator, Ply Twisted and paddle Crystalliser cum power Dryer system and also subject to prior charge in favour of the bankers on the stocks and stores and spare parts not relating to Plant and Machinery to the extent of working capital borrowings.

 

The above lenders shall rank pari passu in respect of their loans against the Joint Equitable Mortgage of the Immovable Properties.)

2.852

Series II Secured Non-Convertible Redeemable Debentures

38.977

(vii) Series III Secured Non -Convertible Redeemable Debentures

 

The two Non-Convertible Debentures mentioned above in item number ( vi ) & (vii) are Secured by way of first charge on all Immovable and Movable Properties of the Company at Fatehnagar both present and future, but excluding the company's current assets and specific items of Plant and Machinery charged in favour of other lenders for securing loans deferred payment credits, guarantees or other financial facilities provided and/or to be provided by them to the Company The said mortgage/s and charge/s shall rank pari passu with the mortgages and charges created and /or to be created by the Company.

69.352

(ix) Secured Non-Convertible Redeemable Debentures

Privately Placed with General Insurance Corporation of India and its subsidiaries and Life Insurance Corporation of India

8.622

(x) Secured Non-convertible Redeemable Debenture

Privately Placed with Life Insurance Corporation of India. Unit Trust of India and General Insurance Corporation of India and its subsidiaries.

 

The two Non Convertible Debentures mentioned above in item number (ix) & (x) are to be Secured by way of first charge on all Immovable and Movable Properties of the Company at fatehnagar. both present and future and specific items of Plant and Machinery of the company. The mortgage/s and charge/s shall rank pari passu with the mortgages and charges created and or to be created by the company.

23.332

(xi) ICICI Limited

Rupee Loan

 

The loan is secured ( pending creation of Equitable Mortgage ) by hypothecation of Movable Properties of the Company both present and future ( save and except book Debts)

32.850

(xii) Bank against Hypothecation of stock-in-Trade and Stores

58.186

(xiii) Interest accrued and due

122.119

(xiv)Yes Bank Working Capital Loan

(Medium term loan is for financing working capital. The said loan is Secured by (a) Pari pasu charges with Unit Trust of India of immovable/ movable property, intangible assets/receivables (b) Pledge of shares of Thai Baroda Industries Limited Held as a investment and the pledge of share of promoter Directors/ in addition to their personal guarantee (c ) Second charge on the land owned by Shivalik Golf & Forest Resort Limited The said loan is repayable at the end of 18 months form the date of 1st loan utilization and repayable in 6 quarterly installments of Rs. 35.714 millions.)

111.085

Total

503.340

 

 

 

Banking Relations :

Unknown

 

 

Auditors :

Desai & Porwal

Chartered Accountants

Tel. No.:

7, Hira Moti Building, 1st Floor, Shrinagar So9iety, M.G. Road, Goregaon (West), Mumbai 400 062.

 

CAPITAL STRUCTURE

 

Authorised Capital :

No. of Shares

Type

Value

Amount

130000000

Equity Shares

Rs.10/- each

Rs.1300.000 millions

2000000

15% Redeemable Cumulative Preference Shares

Rs.10/- each

Rs.20.000 millions

 

Total

 

Rs.1500.000

 

Issued Capital :

No. of Shares

Type

Value

Amount

4760752

Equity Shares

Rs.10/- each

Rs.476.075 millions

 

Subscribed & Paid-up Capital :

No. of Shares

Type

Value

Amount

4613399

Equity Shares

Rs.10/- each

Rs.461.340 millions

 


 

FINANCIAL DATA

[all figures are in Rupees Millions]

 

ABRIDGED BALANCE SHEET

 

SOURCES OF FUNDS

 

30.09.2005

(12 months)

30.09.2004

(18 months)

31.03.2003

(12 months)

SHAREHOLDERS FUNDS

 

 

 

1] Share Capital

508.768

508.760

407.700

2] Share Application Money

0.000

0.000

0.000

3] Reserves & Surplus

975.249

975.245

(2095.400)

4] (Accumulated Losses)

(2043.761)

(1391.062)

0.000

NETWORTH

(559.744)

92.943

(1687.700)

LOAN FUNDS

 

 

 

1] Secured Loans

503.340

392.255

2085.900

2] Unsecured Loans

368.105

217.828

208.400

TOTAL BORROWING

871.445

610.083

2294.300

DEFERRED TAX LIABILITIES

0.000

0.000

0.000

 

 

 

 

TOTAL

311.701

703.026

606.600

 

 

 

 

APPLICATION OF FUNDS

 

 

 

 

 

 

 

FIXED ASSETS [Net Block]

685.602

752.364

728.100

Capital work-in-progress

445.917

445.917

879.300

 

 

 

 

INVESTMENT

59.935

59.935

59.900

DEFERREX TAX ASSETS

0.000

0.000

0.000

 

 

 

 

CURRENT ASSETS, LOANS & ADVANCES

 

 

 

 

Inventories

71.769

126.878

132.900

 

Sundry Debtors

23.410

77.667

81.900

 

Cash & Bank Balances

14.715

4.388

4.400

 

Other Current Assets

0.000

0.000

0.000

 

Loans & Advances

319.252

266.929

119.800

Total Current Assets

429.146

475.862

339.000

Less : CURRENT LIABILITIES & PROVISIONS

 

 

 

 

Current Liabilities

1133.068

883.270

1293.200

 

Provisions

176.909

149.743

109.800

Total Current Liabilities

1309.977

1033.013

1403.000

Net Current Assets

(880.831)

(557.151)

(1064.000)

 

 

 

 

MISCELLANEOUS EXPENSES

1.078

1.961

3.300

 

 

 

 

TOTAL

311.701

703.026

606.600

 


 

PROFIT & LOSS ACCOUNT

 

PARTICULARS

 

30.09.2005

(12 months)

30.09.2004

(18 months)

31.03.2003

(12 months)

Sales Turnover [including other income]

431.358

266.405

585.700

 

 

 

 

Profit/(Loss) Before Tax

(478.623)

(299.815)

(388.100)

Provision for Taxation

0.000

0.000

0.000

Profit/(Loss) After Tax

(478.623)

(299.815)

(388.100)

 

 

 

 

Total Expenditure

846.669

443.932

973.800

 

KEY RATIOS

 

PARTICULARS

 

30.09.2005

(12 months)

30.09.2004

(18 months)

31.03.2003

(12 months)

Debt-Equity Ratio

0.00

0.00

0.00

Long Term Debt-Equity Ratio

0.00

0.00

0.00

Current Ratio

0.33

0.26

0.18

TURNOVER RATIOS

 

 

 

Fixed Assets

0.16

0.03

0.16

Inventory

4.81

0.71

3.76

Debtors

9.46

1.16

5.69

Interest Cover Ratio

(7.35)

(12.30

(1.97

Operating Profit Margin(%)

(101.97)

(103.97)

(36.75)

Profit Before Interest And Tax Margin(%)

(120.19)

(196.46)

(56.10)

Cash Profit Margin(%)

(118.33)

(119.94)

(65.24)

Adjusted Net Profit Margin(%)

(136.55)

(212.43)

(84.59)

Return On Capital Employed(%)

0.00

(13.97)

0.00

Return On Net Worth(%)

0.00

128.65

0.00

 

STOCK PRICES

 

Face Value

Rs.10.00/-

High

Rs.2.95

Low

Rs.2.60

 

 

LOCAL AGENCY FURTHER INFORMATION

 

BUSINESS

 

The company was incorporated to carry on the business of manufacturing of viscose filament yarn, sulphuric acid, carbon-disulphide, anhydrous sodium sulphate, and nylon yarn.

 

The company uses the trade name “ SNIALON” for its nylon yarn.

 

The company has collaboration agreement with Unitika of Japan for the Trading.

 

In 1984, the company received a letter of intent to set up a newsprint plant in the Ratnagiri district of Maharashtra State.

 

The Director in their 38th Audited Annual Report for the year ended 31.03.1997 states that due to view of loss the company is unable to recommend payment of dividend.  The gross turnover of the company for the year was Rs. 3531.80 million compared to Rs. 4644.4 million in the previous year.  The company is facing a severe liquidity crunch.  Equipments for imported Polycondensation Plant and Solid Waste Recovery Plant could not be commissioned for want of funds. The company is unable to achieve full production capacities.

 

The managing is taking necessary steps such as reduction in costs, better product mix and reschedulement of its long term finances to improve the profitability of the company.

 

The Company’s fixed assets of important value include freehold land (freehold), roads, buildings, plant and machinery, tube wells, water works and pipe lines, railway sidings, furniture, fixtures and equipments and vehicles.

 

PERFORMANCE

 

During the year under review the company has operated the Rayon Plant and improved the performance. The Nylon plant commenced operations in November,2005 and has consistently improved in the last three months. The company is taking effective steps to commence the operations of the NTC plant at the earliest.

 

The turnover of the company for the year under review was Rs. 477.990 millions as against Rs. 138.439 millions (for eighteen months). This has been largely possible due to the consistent performance in the Rayon Division and the culmination of the efforts of your Management in the last two years. These losses are expected to reduce further in the current year due to better performance and the commissioning of the NTC plant.

 

BUSINESS RESTRUCTURING

 

The company is a sick company under the Sick Industries Companies (Special Provisions) Act,1985. Hence, a reference has been made to BIFR and has been registered. Pursuant to the said registration of the reference, a detailed package is in the process of being submitted to BIFR under section 17(2) of the said Act. The package is largely in line with the CDR settlement with the lenders, the settlement with the labour, the relief sought from Government of Gujarat applicable to sick Companies. On approval of the said package all the liabilities of the company will be restated by reducing to the extent that has been approved by the package.

 

The company has been able to revive operations largely due to the efforts of the management to restart operations by pumping in additional funds to the tune of Rs.890 millions approximately. Further, huge sacrifices have been made by the financial institutions and banks in the interest of the revival of the company, workers have agreed for a 40% reduction in their wages, statutory dues will be reduced once the package submitted to the Gujarat government is cleared. Thus in order to further strengthen this process it is essential for the company to reduce the capital so that the losses are minimized and the company can be strengthened to raise funds for meeting the balance funding as per the BIFR, package and for future requirements. In view of the above it is proposed to reduce the capital to Rs.40.764 millions from the current level of Rs.407.636 millions (net of call in arrears). Thus every ten shares held by the members currently will be reduced to one share post reduction of the capital. Subsequently, this  will be, if required, submitted to the high court for confirmation. The special resolution required for the said purpose is submitted for approval.

 

The aforesaid measures shall ensure that the Net Worth of their company becomes positive at the earliest and will be truly representative of the residual assets available post the restructuring of the capital of the company.

 

The directors request the members to consider this resolution favorably at the ensuing Annual General Meeting.

 

Incorporated in 1958 and promoted by Sangramsinh Gaekwad (formerly the Maharaja of Baroda), Baroda Rayon Corporation Limited (BRCL) is a well-established and diversified company, engaged in the manufacture of viscose filament rayon yarn, sulphuric acid, carbon di-sulphide, anhydrous sodium sulphate, nylon yarn (sold under the brand name Snialon), etc. 

 
In 1973, Gujarat Polymers was merged with the company and, as a result, it acquired the nylon yarn plant. A technical collaboration agreement was entered into with Unitika, Japan, to manufacture nylon tyre cord. In 1981, the company made a beginning in the supply of technical know-how and basic engineering for setting up plants with a capacity of 13 tpa for carbon bi-sulphide. 

 
During 1988-89, Subject increased the nylon tyre cord capacity from 2000 tpa to 4000 tpa. The capacity of polyester filament yarn (PFY) was expanded from 1777 tpa to 10797 tpa in 1990-91, in technical collaboration with Samsung Company, South Korea. 

 
 In April 1995, it expanded the partially oriented yarn (POY) plant capacity to 15000 tpa. It is implementing a backward integration project of setting up a polycondensation plant to produce polyester chips. It is also putting up a solid waste recovery plant. To finance these projects it came out with a rights issue of Rs 158.7 millions at a premium in February 1997.

 


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.44.61

UK Pound

1

Rs.86.80

Euro

1

Rs.57.54

 

 

SCORE & RATING EXPLANATIONS

 

SCORE FACTORS

 

RANGE

POINTS

HISTORY

1~10

5

PAID-UP CAPITAL

1~10

1

OPERATING SCALE

1~10

1

FINANCIAL CONDITION

 

 

--BUSINESS SCALE

1~10

1

--PROFITABILIRY

1~10

--

--LIQUIDITY

1~10

1

--LEVERAGE

1~10

2

--RESERVES

1~10

--

--CREDIT LINES

1~10

1

--MARGINS

-5~5

--

DEMERIT POINTS

 

 

--BANK CHARGES

YES/NO

YES

--LITIGATION

YES/NO

YES

--OTHER ADVERSE INFORMATION

YES/NO

NO

MERIT POINTS

 

 

--SOLE DISTRIBUTORSHIP

YES/NO

NO

--EXPORT ACTIVITIES

YES/NO

NO

--AFFILIATION

YES/NO

NO

--LISTED

YES/NO

YES

--OTHER MERIT FACTORS

YES/NO

YES

TOTAL

 

12

 

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