MIRA INFORM REPORT

 

 

Report Date :

09.03.2007

 

IDENTIFICATION DETAILS

 

Name :

VARUN BEVERAGES LIMITED

 

 

Registered Office :

F-2/7, Okhla Industrial Area, Phase – I, New Delhi – 110020

 

 

Country :

India

 

 

Financials (as on) :

31.12.2005

 

 

Date of Incorporation :

16.06.1995

 

 

Com. Reg. No.:

55-69839

 

 

CIN No.:

[Company Identification No.]

U74899DL1995PLC069839

 

 

TAN No.:

[Tax Deduction & Collection Account No.]

DELV04789B

 

 

PAN No.:

[Permanent Account No.]

AAACV2678L

 

 

Legal Form :

Closely held public limited liability company

 

 

Line of Business :

Manufacturers and Importers of Spare Parts for Bottle Washing and Filler Machine/Ink Jet Printers.

 

 

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 6250000

 

 

Status :

Satisfactory

 

 

Payment Behaviour :

Regular

 

 

Litigation :

Clear

 

 

Comments :

Subject is a well-established and reputed company having satisfactory track. Directors are reported as experienced, respectable and resourceful businessmen. Their trade relations are fair. Payments are usually correct and as per commitments.

 

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

 

 

LOCATIONS

 

Registered Office :

F-2/7, Okhla Industrial Area, Phase – I, New Delhi – 110020, India

Tel. No.:

91-11-26819740/ 41706720

Fax No.:

91-11-26818004/ 41706722

E-Mail :

devyani@vsnl.com

Website :

www.rkgroup.com

Area :

Small sized

Location :

Owned by Group (Industrial area)

 

 

 

 

Corporate Office :

F-34, Sector – VI, Noida – 201301, Uttar Pradesh

Tel. No.:

91-120-2530976/2531004/2550337

Fax No.:

91-120-2550338

Area :

15000 Sq. fts.

Location :

Owned by Group (Industrial area, Large size )

 

 

Plants :

v      Balmukundapura, Ajmer Road, Tehsil Sanganer, Jaipur, Rajasthan

 

v      Village, Dautana, 107 K. M. Stone, Delhi – Agra High Way, Near Kosi Kalan Mills, Distt. Mathura, Uttar Pradesh

 

v      Plot No. S. P. 646-653, Matsya Industrial Area, RIICO, Alwar, Rajasthan

 

v      Plot No. Special – 159, RIICO Industrial Area, Phase – II, Boranada, Jodhpur – 342801, Rajasthan

 

 

DIRECTORS

 

Name :

Mr. Ravi Kant Jaipuria

Designation :

Director

Address :

8 Prithviraj Road, New Delhi-110011, New Delhi

Date of Birth/Age :

28.11.1954

Date of Appointment :

16.06.1995

 

 

 

 

Designation :

Mrs. Dhara Jaipuria

Address :

Mr. Chandra Kumar Rastogi

Date of Birth/Age :

Mr. Anil Gupta

Qualification :

Mr. Promod Agarwal

Designation :

Director

Address :

C-34, Neeti Bagh, New Delhi-110049

Date of Birth/Age :

29.10.1951

Date of Appointment :

07.02.2000

Date of Ceasing :

18.08.2005

 

 

Experience :

Mr. Krishnan Shankar

Designation :

Whole Time Director

Address :

D-7/7525, Vasant Kunj, New Delhi

Date of Birth/Age :

05.07.1946

Date of Appointment :

26.07.2000

 

 

Name :

Mrs. Devyani Jaipuria

Designation :

Director

Address :

8 Prithviraj Road, New Delhi-110011, New Delhi

Date of Birth/Age :

06.11.1984

Date of Appointment :

10.03.2005

 

 

Name :

Mr. Kewal Krishna Mudgil

Designation :

Director

Address :

D-16 Gharonda Apartments, Shrestra Vihar, Opposite Yojana Vihar, Delhi-110092

Date of Birth/Age :

14.11.1937

Date of Appointment :

07.02.2000

Date of Ceasing :

22.09.2005

 

 

Name :

Mr. Raj Pal Gandhi

Designation :

Whole Time Director

Address :

P 2/50 DLF Phase II, Gurgaon, Haryana

Date of Birth/Age :

07.06.1957

Date of Appointment :

21.10.2004

 

 

KEY EXECUTIVES

 

Name :

Mr. Ravi Kant Jaipuria

Designation :

Managing Director

Address :

8, Prithvi Raj Road, New Delhi – 110011

Date of Birth/Age :

1956

Other Directorships :

Devyani Beverages Limited

 

 

Name :

Mr. Lalit Khanna

Designation :

Company Secretary

Date of Birth/Age :

22.03.1976

Date of Appointment :

21.10.2004

Date of Ceasing :

01.12.2005

 

 

Name :

Mr. Ravi Batra

Designation :

Company Secretary

Address :

Flat No.306, Aditya East Park Apartment, Chander Nagar, Ghaziabad, Uttar Pradesh

Date of Birth/Age :

01.05.1972

Date of Appointment :

01.12.2005

 


 

MAJOR SHAREHOLDERS / SHAREHOLDING PATTERN

 

Names of Shareholders

No. of Shares

Mr. R. K. Jaipuria & Sons (HUF)

1194000

Mrs. Dhara Jaipuria

643800

Devyani Foods Private Limited

550000

Agra Beverages Corporation Private Limited

988700

Aradhana Beverages and Food Company Private Limited

1380000

Pepsico India Holdings Private Limited

700000

Devyani Exim Private Limited

1637000

Universal Restaurants Private Limited

45000

Devyani Overseas Private Limited

599950

Arctic Drinks Te Limited

261550

Pepsico India Holdings Private Limited

7737635

 

 

BUSINESS DETAILS

 

Line of Business :

Manufacturers and Importers of Spare Parts for Bottle Washing and Filler Machine/Ink Jet Printers.

 

 

Products :

 

 

 

Brand Names :

“PEPSI”

 

 

Imports :

 

Countries :

USA, France, Germany and Italy

 

 

Terms :

 

Selling :

Cash, Contract or Credit (10 days) terms

 

 

Purchasing :

Cash or Contract terms

 

PRODUCTION STATUS

 

Particulars

Unit

 

Installed Capacity

Aerated Beverages

BPM

 

2820

Pet Performs

PPM

 

250

 

 

GENERAL INFORMATION

 

Customers :

Distributors and Wholesalers

 

 

No. of Employees :

400

 

 

Bankers :

v      Punjab National Bank, Sansad Marg, New Delhi – 110001

v      IDBI Bank, K. G. Marg, New Delhi – 110001

v      HDFC Bank Limited, K. G. Marg, New Delhi – 110001

v      UTI Bank Limited, Statesman House, 148, Barakhamba Road, New Delhi-110001, India

 

 

Facilities :

Secured Loans (Rs. In millions):

 

From IDBI Limited

349.145

From UTI Bank Limited

300.000

From Standard Chartered Bank

304.859

From GE Capital Services India

132.000

From Punjab National Bank

1.093

From HDFC Bank Limited

Cash Credit Account

 

4.278

From Limited Companies :

Amount due under hire purchase agreements secured against hire purchase assets

Pepsico India Holdings Limited

 

 

 

61.140

246.644

Total

1399.150

 

Unsecured Loans :

 

From Limited Companies : Rs. 50.000 millions

 

 

 

Banking Relations :

Satisfactory

 

 

Auditors :

 

Name :

O. P. Bagla & Company

Chartered Accountants

Address :

8/12, Kalkaji Extension, New Delhi-110019

Tel. No.:

91-11-26436190/ 26412939/ 26239913

Fax No.:

91-11-26239912

E-Mail :

opbco@vsnl.com

 

 

Parent Company :

Pepsico India Holdings Limited

 

 

Associates/Subsidiaries :

Devyani Beverages Limited

 

 

CAPITAL STRUCTURE

 

Authorised Capital :

No. of Shares

Type

Value

Amount

8623650

Equity Shares

Rs.10/- each

Rs.86.236 millions

7737635

Preference Shares

Rs.100/- each

Rs.773.763 millions

 

Total

 

Rs.860.000 millions

 

Issued, Subscribed & Paid-up Capital :

No. of Shares

Type

Value

Amount

8000000

Equity Shares

Rs.10/- each

Rs.80.000 millions

7737635

Cumulative Redeemable Preference Shares

Rs.100/- each

Rs.773.763 millions

 

Total

 

Rs.853.763 millions

 


 

FINANCIAL DATA

[all figures are in Rupees Millions]

 

ABRIDGED BALANCE SHEET

 

SOURCES OF FUNDS

 

31.12.2005

31.12.2004

31.12.2003

SHAREHOLDERS FUNDS

 

 

 

1] Share Capital

853.763

853.763

666.100

2] Share Application Money

0.000

0.000

0.000

3] Reserves & Surplus

742.383

628.547

277.400

4] (Accumulated Losses)

0.000

0.000

0.000

NETWORTH

1596.146

1482.310

943.500

LOAN FUNDS

 

 

 

1] Secured Loans

1399.150

1655.005

992.500

2] Unsecured Loans

50.000

50.000

144.400

TOTAL BORROWING

1449.150

1705.005

1136.900

DEFERRED TAX LIABILITIES

442.973

372.110

0.000

 

 

 

 

TOTAL

3488.269

3559.425

2080.400

 

 

 

 

APPLICATION OF FUNDS

 

 

 

 

 

 

 

FIXED ASSETS [Net Block]

2936.130

3064.949

2118.300

Capital work-in-progress

54.787

1.722

0.000

 

 

 

 

INVESTMENT

271.498

271.498

27.800

DEFERREX TAX ASSETS

0.000

0.000

0.000

 

 

 

 

CURRENT ASSETS, LOANS & ADVANCES

 

 

 

 

Inventories

289.744

319.919

121.900

 

Sundry Debtors

245.310

215.812

170.600

 

Cash & Bank Balances

48.682

17.700

22.800

 

Other Current Assets

0.000

0.000

0.000

 

Loans & Advances

196.348

171.146

205.700

Total Current Assets

780.084

724.577

521.000

Less : CURRENT LIABILITIES & PROVISIONS

 

 

 

 

Current Liabilities

555.017

504.389

570.700

 

Provisions

 

 

16.000

Total Current Liabilities

555.017

504.389

586.700

Net Current Assets

225.067

220.188

(65.700)

 

 

 

 

MISCELLANEOUS EXPENSES

0.787

1.068

0.000

 

 

 

 

TOTAL

3488.269

3559.425

2080.400

 


PROFIT & LOSS ACCOUNT

 

PARTICULARS

 

31.12.2005

31.12.2004

31.12.2003

Sales Turnover

2926.224

2451.061

2142.700

Other Income

175.090

406.642

8.600

Total Income

3101.314

2857.704

2151.300

 

 

 

 

Profit/(Loss) Before Tax

200.477

313.776

204.500

Provision for Taxation

91.863

132.068

79.100

Profit/(Loss) After Tax

108.613

181.707

125.400

 

 

 

 

Expenditures :

 

 

 

 

Manufacturing Expenses

NA

NA

78.800

 

Administrative Expenses

95.224

84.820

249.000

 

Raw Material Consumed

1529.674

1436.611

850.400

 

Miscellaneous Expenses

NA

NA

43.200

 

Purchases made for re-sale

31.705

25.365

NA

 

Consumption of stores and spares parts

45.418

37.654

NA

 

Increase/(Decrease) in Finished Goods

22.734

(72.403)

NA

 

Salaries, Wages, Bonus, etc.

185.093

153.542

68.000

 

Breakage Leakage and Burst etc.

22.417

26.823

NA

 

Selling and Other Expenses

56.736

40.061

NA

 

Interest

132.230

140.025

83.700

 

Loss on sale of fixed assets

16.696

2.219

NA

 

Provision for doubtful debts

2.860

0.936

NA

 

Power & Fuel

167.596

160.546

78.600

 

Depreciation & Amortization

252.048

180.743

134.200

 

Transportation, Handling and Distribution Cost

264.449

261.470

NA

 

Other Expenditure

75.958

65.604

360.900

Total Expenditure

2900.837

2543.938

1946.800

 

KEY RATIOS

 

PARTICULARS

 

 

31.12.2005

31.12.2004

31.12.2003

PAT / Total Income

(%)

3.50

6.36

5.83

 

 

 

 

 

Net Profit Margin

(PBT/Sales)

(%)

6.46

10.98

9.50

 

 

 

 

 

Return on Total Assets

(PBT/Total Assets}

(%)

5.39

8.28

7.75

 

 

 

 

 

Return on Investment (ROI)

(PBT/Networth)

 

0.12

0.21

0.22

 

 

 

 

 

Debt Equity Ratio

(Total Liability/Networth)

 

1.25

1.49

1.83

 

 

 

 

 

Current Ratio

(Current Asset/Current Liability)

 

3.47

1.44

0.89

 


 

LOCAL AGENCY FURTHER INFORMATION

 

Form 8 Particular for creation or modification of charges 

 

Name of the company

VARUN BEVERAGES LIMITED

Presented By

LALIT KHANNA, COMPANY SECRETARY

1) Date and description of instrument creating the change

Deed of hypothecation of machinery and other movable fixed assets dated 05.09.2005 amd General undertaking/indemnity for Letters of credit dated 05.09.2005 executed by the company.

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

Term loan of Rs.250.000 millions and Letter of credit of Rs.50.000 millions (within the term loan limit of Rs.250.000 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

First pari passu charge the fixed assets of the company including Land and Building, movable oalant and machinery, machinery spares, tools and accessories and other movable save and except book debts, both present and future at the Company’s plant situated at Vilklage Dautana, Agro Delhi NG 2, Near Kosi Kalan , District Mathura, Uttar Pradesh. The chage in faovur of UTI Bank shall rank pari passu with the charges created in favour of Standard Chartered Bank over the above assets.

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

Limit : TL Rs.250.000 millions

 

Purpose : for normal Capex and meeting loan term working capital requirements.

 

Tenure : 4 years. To be finally repaid on 01.08.2009.

 

Rate of interest : 3.75% below PLR i.e. presently effective 8.25% p.a. payable monthly.

 

Repayment : Starting from 01.05.2007 and ending on 01.08.2009.

 

Limit : Letter of Credit Limit Rs.50.000 millions

 

Purpose : for import of capital goods/domestic purchase of Equipment and Machinery

 

Period : Usance period not to exceed 180 days.

 

Security :

 

Primary :

 

First pari passu charge the fixed assets of the company including land and building, movable plant and machinery, machinery spares, tools and accessories and other movables save and except book debts, both present and future over the  company’s plant situated at Village Dautana, Agra Delhi NH2, Near Kosi Kalan, District Mathura, UttarPradesh

 

Collateral Security :

 

Personal Guaranteed of Mr. R. K. Jaipuria, Mrs. Dharar Jaipuria and sons (HUF)

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

UTI Bank Limited

Statesman House

148, Barakhamba Road,

New Delhi-110001

6) Date  and brief description of instrument modifying the charge

N.A.

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.

N.A.

 

 

BUSINESS

 

Subject is engaged in manufacturers and importers of Spare Parts for Bottle Washing and Filler Machine/Ink Jack Printer.

 

The company was bottling of soft drinks for Pepsico India Holding Limited.

 

The agency held by the company is:

 

v      Pepsico India Holdings Limited

 

It is in trade terms with:

 

v      Pepsico India Holding Limited

v      Aradhna Beverages and Foods Private Limited

 

Company’s fixed assets include Market Infrastructure, Land and Site Development, Building, Plant and Machinery, Furniture and Fixtures, Computer, Office Equipments, Vehicles, Visicoolers and PMX Machines and Containers.

 

Website Details :

 

It can be said with absolute certainty that the RKJ Group has carved out a special niche for itself. Their services touch different aspects of commercial and civilian domains like those of Bottling, Food Chain and Education. Headed by Mr. R. K. Jaipuria, the group as on today can lay claim to expertise and leadership in the fields of education, food and beverages.

 

The business of the company was started in 1991 with a tie-up with Pepsi Foods Limited to manufacture and market Pepsi brand of beverages in geographically pre-defined territories in which brand and technical support was provided by the Principals viz., Pepsi Foods Limited. The manufacturing facilities were restricted at Agra Plant only.

 

Varun Beverages Limited is the flagship company of the group.

 

The group also became the first franchisee for Yum Restaurants International [formerly PepsiCo Restaurants (India) Private Limited] in India. It has exclusive franchise rights for Northern & Eastern India. It has total 46 Pizza Hut Restaurants & 1 KFC Restaurant under its company.

 

They diversified into education by opening their first school in Gurgaon under management of Delhi Public School Society. The schools of the group are run under a Registered Trust namely Champa Devi Jaipuria Charitable Trust.

 

Companies are medium sized, professionally managed, unlisted and closely held between Indian Promoters and foreign collaborators.

 

The group added another feather to its cap when the prestigious PepsiCo “International Bottler of the Year” award was presented to Mr. R. K. Jaipuria for the year 1998 at a glittering award ceremony at PepsiCo’s centennial year celebrations at Hawaii, USA. The award was presented by Mr. Donald M. Kendall, founder of PepsiCo Inc. in the presence of Mr. George Bush, the 41st President of USA, Mr. Roger A. Enrico, Chairman of the Board & C.E.O., PepsiCo Inc. and Mr. Craig Weatherup, President of Pepsi Cola Company.

 

Vision

 

Being the best in everything they touch and handle.

 

 

Mission

 

Continuously excel to achieve and maintain leadership position in the chosen businesses; and delight all stakeholders by making economic value additions in all corporate functions.


Their Success

 

v      Production of innovative, high quality retail branded beverages combined with world-class packaging.

v      Driven by a management team with a relentless focus on achieving superior customer service, driving earnings improvement and increasing shareholder value.

Their People

 

At RKJ they are creating an environment where their employees enjoy a greater degree of empowerment - both individually and in their work teams.

 

Their employees are equipped with the necessary tools, training and management backup for strong performance and accountability, as well as with an environment of open communication and involvement.

 


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.44.27

UK Pound

1

Rs.85.54

Euro

1

Rs.58.23

 

 

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

5

--LEVERAGE

1~10

5

--RESERVES

1~10

5

--CREDIT LINES

1~10

5

--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

 

50

 

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