MIRA INFORM REPORT

 

 

Report Date :

11.05.2007

 

IDENTIFICATION DETAILS

 

Name :

BAYER POLYCHEM [INDIA] LIMITED

 

 

Registered Office :

Bayer House, Central Avenue, Hiranandani Gardens, Powai, Mumbai – 400076, Maharashtra

 

 

Country :

India

 

 

Financials (as on) :

31.12.2005

 

 

Date of Incorporation :

15.09.2003

 

 

Com. Reg. No.:

11-142216

 

 

CIN No.:

[Company Identification No.]

U24110MH2003PLC142216

 

 

TAN No.:

[Tax Deduction & Collection Account No.]

MUMB11837A

 

 

PAN No.:

[Permanent Account No.]

AACCB2271M

 

 

Legal Form :

A Closely Held Public Limited Liability Company.

 

 

Line of Business :

Subject produces and markets different veterinary drug products, for food animals and companion animals.

 

 

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 2000

 

 

Status :

Satisfactory

 

 

Payment Behaviour :

Regular

 

 

Litigation :

Clear

 

 

Comments :

Subject is a 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 :

Bayer House, Central Avenue, Hiranandani Gardens, Powai, Mumbai – 400076, Maharashtra, India

Tel. No.:

91-22-25711234

Fax No.:

91-22-25711418 / 25700147

E-Mail :

shirin.balsara@bayercropscience.com

devendra.khairnar@bayercropscience.com

Website :

http://www.bayer.co.in

 

 

DIRECTORS

 

Name :

Mr. Stephan Gerlich

Designation :

Chairman

 

 

Name :

Mr. D C Shroff

Designation :

Director

 

 

Name :

Mr. Christiane Kunze

Designation :

Director

 

 

BUSINESS DETAILS

 

Line of Business :

Subject produces and markets different veterinary drug products, for food animals and companion animals.

 

 

GENERAL INFORMATION

 

Bankers :

Not Available

 

 

Facilities :

--

 

 

 

Banking Relations :

--

 


 

CAPITAL STRUCTURE

 

Authorised Capital :

No. of Shares

Type

Value

Amount

50000

Equity Shares

Rs. 10/- each

Rs. 0.500 Million

 

Issued, Subscribed & Paid-up Capital :

No. of Shares

Type

Value

Amount

50000

Equity Shares

Rs. 10/- each

Rs. 0.500 Million

 

 

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

0.500

0.500

0.500

2] Share Application Money

0.000

0.000

0.000

3] Reserves & Surplus

38.000

26.000

[24.900]

NETWORTH

38.500

26.500

[24.400]

LOAN FUNDS

 

 

 

1] Secured Loans

0.000

0.000

0.000

2] Unsecured Loans

44.000

22.500

0.000

TOTAL BORROWING

44.000

22.500

0.000

DEFERRED TAX LIABILITIES

 

 

 

 

 

 

 

TOTAL

82.500

49.000

[24.400]

 

 

 

 

APPLICATION OF FUNDS

 

 

 

 

 

 

 

FIXED ASSETS [Net Block]

53.900

59.000

215.500

Capital work-in-progress

0.000

0.100

16.700

 

 

 

 

INVESTMENT

0.000

7.500

0.000

 

 

 

 

CURRENT ASSETS, LOANS & ADVANCES

 

 

 

 

Inventories

17.600

17.800

203.300

 

Sundry Debtors

18.600

35.900

404.000

 

Cash & Bank Balances

5.500

0.000

14.400

 

Loans & Advances

25.600

17.800

61.300

Total Current Assets

67.300

71.500

683.000

Less : CURRENT LIABILITIES & PROVISIONS

 

 

 

 

Current Liabilities

33.600

70.500

917.200

 

Provisions

5.100

18.600

22.400

Total Current Liabilities

38.700

89.100

939.600

Net Current Assets

28.600

[17.600]

[256.600]

 

 

 

 

MISCELLANEOUS EXPENSES

0.000

0.000

0.000

 

 

 

 

TOTAL

82.500

49.000

[24.400]

 


PROFIT & LOSS ACCOUNT

 

PARTICULARS

 

31.12.2005

31.12.2004

31.12.2003

Sales Turnover

120.200

962.600

234.100

Other Income

6.200

41.200

[8.500]

Total Income

126.400

1003.800

225.600

 

 

 

 

Profit/(Loss) Before Tax

20.000

82.700

0.500

Provision for Taxation

8.000

31.800

25.400

Profit/(Loss) After Tax

12.000

50.900

[24.900]

 

 

 

 

Earnings in Foreign Currency :

 

 

 

 

Export Earnings

22.320

NA

NA

Total Earnings

22.320

NA

NA

 

 

 

 

Expenditures :

 

 

 

 

Raw Materials

40.400

554.100

111.800

 

Excise Duty

13.600

36.200

14.300

 

Power & Fuel Cost

0.000

14.700

0.000

 

Other Manufacturing Expenses

14.800

128.500

29.500

 

Employee Cost

17.600

69.800

15.800

 

Selling and Administration Expenses

9.200

84.500

36.500

 

Miscellaneous Expenses

1.700

7.000

4.700

 

Interest & Financial Charges

1.800

2.500

0.500

 

Depreciation

7.300

23.800

12.000

Total Expenditure

106.400

921.100

225.100

 

 

KEY RATIOS

 

PARTICULARS

 

31.12.2005

31.12.2004

31.12.2003

Debt-Equity Ratio

1.02

10.71

0.00

Long Term Debt-Equity Ratio

0.35

10.71

0.00

Current Ratio

0.81

0.73

0.73

TURNOVER RATIOS

 

 

 

Fixed Assets

1.67

6.44

3.09

Inventory

6.79

8.71

3.45

Debtors

4.41

4.38

1.74

Interest Cover Ratio

12.11

21.84

2.00

Operating Profit Margin(%)

24.21

8.14

5.55

Profit Before Interest And Tax Margin(%)

18.14

5.67

0.43

Cash Profit Margin(%)

16.06

6.50

-5.51

Adjusted Net Profit Margin(%)

9.98

4.03

-10.64

Return On Capital Employed(%)

33.16

443.90

0.00

Return On Net Worth(%)

36.92

3695.24

0.00

 

 

LOCAL AGENCY FURTHER INFORMATION

 

Operations: 
 
The gross total turnover for the year ended 31st December, 2005 amounted to Rs.107.58 million as compared to Rs.916.36 million for the last year and profit after tax amounted to Rs.12.00 million as against Rs. 50.92 million for the previous year. 

 

Corporate Governance: 

 
The Company is a 100% subsidiary of Bayer CropScience Limited but is not its 'material non-listed Indian subsidiary', As per Clause 49 of the listing agreement 'material non-listed Indian subsidiary' means an unlisted subsidiary, incorporated in India, whose turnover or net worth (i.e. paid up capital and free reserves) exceeds 20% of the consolidated turnover or net worth respectively, of the listed holding company and its subsidiaries in the immediately preceding accounting year. The turnover of the Company is 2% of its holding company and the net worth of the Company is 1% of its holding company. Hence the provision relating to appointment of a independent director of the holding company on the Board of the Company is not applicable. 

 
However, the Board of the Company comprise of two independent Directors; Mr. K.R.V. Subrahmanian and Mr. D.C. Shroff. 

 
The financial statements and investments made by the Company are reviewed by the Audit Committee and the Board of Directors of Bayer CropScience Limited, the 100% holding Company. The minutes of the Board meetings of the Company are also placed at the Board meeting of the holding company. 

 
The Company, based on the recommendation of Bayer CropScience Limited, has also formulated Code of Conduct for Directors, Code of Business Conduct for its employees, Whistle Blowing Policy and a Sexual Harassment Policy. The above policies have been disseminated to all concerned. 

 

AS PER WEBSITE

 

Bayer Group of Companies in India


Bayer CropScience Limited, constitutes the core cropscience company and has production facilities at the Bayer sites in Thane, Himatnagar and Ankleshwar. With the acquisition of Aventis Cropscience Limited worldwide, Bayer is the undisputed leader in the crop protection business in India.


Bayer Diagnostics India Limited
, with its headquarters and production facilities in Baroda, has been active in India since 1976 and has a leading position in the market for medical diagnostic devices.


Bayer Pharmaceuticals Private Limited, was established in July 2000 and is a wholly owned pharmaceutical subsidiary of Bayer Industries Limited. The company handles the pharmaceutical sales and marketing operations, and has the flexibility to speed up investment in new product launches and intensify research and development activities in India.

Bayer MaterialScience Private Limited is one of the largest producers of polymers and high-performance plastics. Its innovative development in coatings, adhesives, insulating materials and sealants, polycarbonates and polyurethanes significantly enhance our lives, particularly in the automotive and construction, electrical and electronics, household, sports and leisure sectors. The Company has a plant in Cuddalore, near Chennai, which manufactures thermoplastic polyurethanes. The Company is also in the process of setting up a 'System House' in India, with the intention of providing specific solutions to its customers.

Bayer BioScience Private Limited, headquartered in Hyderabad, with activities in bioscience to develop hybrid seeds for crops catering to specific farmers' needs across India. The company, incorporated in 1977, is now a part of the Bayer CropScience Group and has emerged as a national player having the advantage of technology transfer, excellent R&D facilities and presence in hybrid as well as field crops.

Bilag Industries Private Limited, is a group company of Bayer CropScience. With its competitive technology, Bilag is a center of excellence for manufacturing and process development chemistry. It is one of the largest manufacturers of synthetic pyrethroids in the world.

Bayer Polychem (India) Limited, is a 100% subsidiary of Bayer CropScience Limited, and handles the activities of the non-cropscience businesses which were earlier part of Bayer (India) Limited.

Bayer Polychem India Limited produces and markets different veterinary drug products, for food animals and companion animals. It is one of the leading and most successful global suppliers of veterinary specialties and ranks internationally. The company is on the look-out for suitable candidates for its sales operations. Bayer Animal Health strictly follows ethical business policies and code of conduct.


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.41.34

UK Pound

1

Rs.81.81

Euro

1

Rs.55.74

 

 

SCORE & RATING EXPLANATIONS

 

SCORE FACTORS

 

RANGE

POINTS

HISTORY

1~10

5

PAID-UP CAPITAL

1~10

5

OPERATING SCALE

1~10

5

FINANCIAL CONDITION

 

 

--BUSINESS SCALE

1~10

6

--PROFITABILIRY

1~10

4

--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

YES

--AFFILIATION

YES/NO

YES

--LISTED

YES/NO

NO

--OTHER MERIT FACTORS

YES/NO

YES

TOTAL

 

45

 

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