MIRA INFORM REPORT

 

 

Report Date :

11.05.2007

 

IDENTIFICATION DETAILS

 

Name :

PIONEER EMBROIDERIES LIMITED

 

 

Registered Office :

Hakoba compound, Western Express Highway, Borivali (East), Mumbai:400066, Maharashtra

 

 

Country :

India

 

 

Financials (as on) :

31.03.2006

 

 

Date of Incorporation :

25.10.1991

 

 

Com. Reg. No.:

063752

 

 

CIN No.:

[Company Identification No.]

L17291MH1991PLC063752

 

 

TAN No.:

[Tax Deduction & Collection Account No.]

MUMP15579E

 

 

PAN No.:

[Permanent Account No.]

AAACP3869R

 

 

Legal Form :

It is a public limited liability company.   The company’s shares are listed on the Stock Exchanges

 

 

Line of Business :

The company is engaged in to design and manufacture embroidery fabrics and laces.

 

 

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 2400000

 

 

Status :

Satisfactory

 

 

Payment Behaviour :

Regular

 

 

Litigation :

Clear

 

 

Comments :

Subject is a well-established and reputed company having satisfactory track. Directors are reported as experience 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 :

Hakoba Compound, Western Express Highway, Borivali (East), Mumbai - 400 066,Maharashtra, India

Tel. No.:

91-22-26906100/26997888 to 93

Fax No.:

91-22-28546819/26901358

E-Mail :

tulip@bom3.vsnl.net.in

Website :

http://www.pioneerembroideries.com

 

 

Office :

Chennai Office :

Kumbhat Complex, 29 & 30, Ralan Bazar, 3rd Floor, Chennai - 600 003

 

Delhi Office

4986, Baratooti Sadar Bazor, I'1 Floor, Delhi - 110 006,

 

Jaipur Office

Plot No. 1, Durga Vihar, Dolda Factory Road, Near Durgapur Bus Stand, Jaipur - 302 018

 

Kolkata Office

14/2, Old China Bazar Street, 2:'d Floor, Room No. 135, Kolkata - 700 001

 

Bangalore Office :

37/115, 2"JMain Road, Gangadera Layout, 2 l dFloor,Vijaya Nagar, Bangalore-560 040.

 

Surat Office :

Adarsh Market - 2, Shop No. 546 & 547, Ring Road, Surat - 395 002

Mughat Dying Lane, Near A,P. Market, Udhano, Surat - 394 210

 

 

Factory 1 :

Embroidery Plants:

 

SARIGAM :

1637, 1638-1639, G.I.D.C. Sarigam, Dist. Valsad, Gujarat

 

NAROLI :

Primer Industrial Estate, Survey No.678/1/2, Village Naroli, Dadra 8. Nagar Haveli (U.T.)

 

 

MUMBAI :

Hakoba Compound, Western Express Highway, Borivali (Eas!), Mumbai - 400 066.

 

COIMBATORE :

Chinnamaddampalayam, Billichi Village, Coimbatore 641 019

 

Bobbin Lace Plants:

 

DADRA :

Ankur, Plot No. 1, Sheetal Industrial Estate, Demni, Dadra & Nagar Haveli (U.T.)

 

KARAD :

Survey No. 150/4, Village Karad, Silvassa, Dadra & Nagar Haveli (U.T.)

 

 

Mumbai Sales Office:

Godown No.l, Rajada Chawl No.2/4, Old Hanuman 2ndCross Road, Mumbai - 400 002

Tel. No.:

91-22-6699 7888

Fax No.:

91-22-2854 6819

E-Mail :

mumbai@pelhakoba.com 

Website:

www.pelhakoba.com

 

 

Sales and Marketing Office:

Sukhadwala Building, 2nd Floor, 607, J. S. Sheth Road, Mumbai – 400 002, Maharashtra, INDIA

 

35, Shamseth Street, Chippi Chawl, 1st Floor, Mumbai – 400 002, Maharashtra, INDIA

 

 


 

DIRECTORS

 

Name :

Mr. Raj Kumar Sekhani

Designation :

Chairman

 

 

Name :

Mr. Harsh Vardhan Bassi

Designation :

Executive Director

 

 

Name :

Mr. Ajay Kumar Agrawal

Designation :

Executive Director

 

 

Name :

Mr. Mahesh Singhi

Designation :

Non-Executive Director

 

 

Name :

Mr. Babulal Choraria

Designation :

Independent Professional Director

Qualification :

 

Name :

Mr. Dev Raj Mehta

Designation :

Independent Professional Director

 

 

Name :

Mr. Rajeev Jagdeesh Puri

Designation :

Independent Professional  Director

 

 

KEY EXECUTIVES

 

Name :

Mr. Arvind Bajpai

Designation :

Company Secretary And Compliance Officer

 

 

MAJOR SHAREHOLDERS / SHAREHOLDING PATTERN

 

Names of Shareholders

No. of Shares

Percentage of Holding

Promoters Holding

 

 

Indian Promoters:

56,32,714

54.63

Foreign Promoters

Nil

Nil

Persons acting in concert

97,222

0.94

Sub Total

57,29,936

55.57

Non-Promoter Holding

 

 

Institutional Investors:

Mutual Funds and UTI

900

0.01

Banks, Financial Institutions, Insurance Companies

(Central /State Govt. Institutions/Non-Govt. Institutions)

 

Flls

1,27,449

1.24

Sub Total

1,28,349

1.25

Others

 

 

Private Corporate Bodies

7,54,840

7.32

Indian Public

35,14,354

34.08

NRIs/OCBs

1,83,047

1.78

Sub Total

44,52,241

43.18

GRAND TOTAL

1,03,10,526

100.00

 

 

 

 


 

BUSINESS DETAILS

 

Line of Business :

The company is engaged in to design and manufacture embroidery fabrics and laces.

 

 

Products :

Product Description

Item Code:

Embroderies in piece, in strips or in motifs

58.05

Bobbin Laces

5804.11

 

PRODUCTION STATUS

 

Particulars

 

Licensed Capacity

Installed Capacity

Thousand Meters

Actual Production

Millions Stitches

Embroidery

 

 

--

4609

2813

Bobbin Lace

 

 

--

37379

21308

Process House

 

 

6000

6000

3877

 

 

GENERAL INFORMATION

 

No. of Employees :

2200

 

 

Bankers :

State Bank Of India

Union Bank Of India

Ing Vysya Bank Ltd.

 

 

Facilities :

SECURED LOANS

 

As on 31.03.2006 (Rs. in Millions)

Working Capital Loan

 

 

A] State Bank of India

 

229.960

 

B] Union Bank of India

 

56.350

 

C] ING Vysya Bank Limited

(All above secured by first pari passu charge by hypothecation of stocks,

book debts and second charge on all fixed assets, both present and

future and further secured by personal irrevocable guarantee of one

director of the company)

 

33.198

 

Term Loans

 

 

D] Union Bank of India

 

269.966

 

E] IDBI

 

14.000

 

F] UTI Bank Ltd.

(All Secured by first pari passu charge over fixed assets of the company

both present & future with each other along with ING Vysya Bank Limited &

further secured by second charge over current assets of the company except

book debts & by personal guarantee of one director of the company)

 

113.750

 

G] Vehicle Loans

 

7.539

 

 

Total:

724.763

UNSECURED LOANS

As on 31.03.2006 (Rs. in Millions)

From Scheduled Banks

(Secured by personal guarantee of one director of the Company)

 

100.000

 

From Others

 

5.000

 

 

 

 

Banking Relations :

Satisfactory

 

 

Auditors :

 

Name :

Bhageria Naredi & Associates

Chartered Accountants

 

 

Associates/Subsidiaries :

Subsidiaries:

Hakoba Lifestyle Limited

Grant Apparel Pvt. Ltd.

Mas Embroideries Pvt. Ltd.

 

Associates:

Pioneer E-Com Fashion Ltd.

Reach Industries Pvt. Ltd.

Royal Embroideries Pvt. Ltd.

 

 

 

CAPITAL STRUCTURE

 

Authorised Capital :

No. of Shares

Type

Value

Amount

21000000

Equity Shares

Rs.10/- each

Rs.210.000 Millions

 

Issued, Subscribed & Paid-up Capital :

No. of Shares

Type

Value

Amount

10310526

Equity Shares

Rs.10/- each

Rs.103.105 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

103.105

68.737

68.700

2] Share Application Money

0.000

0.000

00000

3] Reserves & Surplus

507.739

452.760

378.100

4] (Accumulated Losses)

0.000

0.000

0.000

NETWORTH

610.844

521.497

446.800

LOAN FUNDS

 

 

 

1] Secured Loans

724.763

734.140

501.000

2] Unsecured Loans

105.000

50.000

68.900

TOTAL BORROWING

829.763

784.140

569.900

DEFERRED TAX LIABILITIES

17.918

17.444

0.000

 

 

 

 

TOTAL

1458.525

1323.081

1016.700

 

 

 

 

APPLICATION OF FUNDS

 

 

 

 

 

 

 

FIXED ASSETS [Net Block]

614.877

442.059

481.800

Capital work-in-progress

54.811

177.839

4.200

Intangible Assets

 

14.803

0.000

 

 

 

 

INVESTMENT

131.377

94.389

67.700

DEFERREX TAX ASSETS

0.000

0.000

0.000

 

 

 

 

CURRENT ASSETS, LOANS & ADVANCES

 

 

 

 

Inventories

305.512

295.677

247.200

 

Sundry Debtors

310.011

254.276

231.700

 

Cash & Bank Balances

52.961

56.138

29.900

 

Other Current Assets

0.000

0.000

0.000

 

Loans & Advances

142.041

101.547

83.600

Total Current Assets

810.525

707.638

592.400

Less : CURRENT LIABILITIES & PROVISIONS

 

 

 

 

Current Liabilities

153.065

113.647

116.400

 

Provisions

0.000

0.000

14.000

Total Current Liabilities

153.065

113.647

130.400

Net Current Assets

657.460

593.991

462.000

 

 

 

 

MISCELLANEOUS EXPENSES

0.000

0.000

1.000

 

 

 

 

TOTAL

1458.525

1323.081

1016.700

 


PROFIT & LOSS ACCOUNT

 

PARTICULARS

 

31.03.2006

31.03.2005

31.03.2004

Sales Turnover

1300.844

1145.298

982.200

Other Income

0.091

1.807

10.900

Increase/ Decrease in Stock

16.311

37.961

20.100

Total Income

1317.246

1185.066

1013.200

 

 

 

 

Profit/(Loss) Before Tax

116.544

100.771

81.800

Provision for Taxation

9.561

10.601

8.800

Profit/(Loss) After Tax

106.983

90.170

73.000

 

 

 

 

Earnings in Foreign Currency :

 

 

 

 

Export Earnings

66.370

67.218

0.000

Total Earnings

66.370

133.588

0.000

 

 

 

 

Imports :

 

 

 

 

Raw Materials

14.240

13.948

0.000

 

Stores & Spares

2.844

0.891

0.000

 

Capital Goods

14.542

140.988

0.000

Total Imports

31.626

155.827

0.000

 

 

 

 

Expenditures :

 

 

 

 

Operating  Expenses

1072.979

951.657

0.000

 

Interest

71.554

60.803

0.000

 

Excise Duty

1.234

21.361

0.000

 

Depreciation & Amortization

55.608

50.475

0.000

 

Raw Materials

0.000

0.000

448.900

 

Excise Duty

0.000

0.000

36.400

 

Power & Fuel Cost

0.000

0.000

24.700

 

Other Manufacturing Expenses

0.000

0.000

165.800

 

Employee Cost

0.000

0.000

79.400

 

Selling and Administration Expenses

0.000

0.000

65.400

 

Miscellaneous Expenses

0.000

0.000

08.500

Total Expenditure

1201.375

1084.296

829.100

 

 

SUMMARISED RESULTS

 

PARTICULARS

 

 

 

31.03.2007

Type

 

 

Full Year

Sales Turnover

 

 

1513.000

Other Income

 

 

01.900

Total Income

 

 

1514.900

Total Expenditure

 

 

1183.400

Operating Profit

 

 

331.500

Interest

 

 

99.000

Gross Profit

 

 

232.500

Depreciation

 

 

69.000

Tax

 

 

11.000

Reported PAT

 

 

152.500

Dividend (%)

 

 

00.000

 

 


KEY RATIOS

 

PARTICULARS

 

31.03.2006

31.03.2005

31.03.2004

Debt-Equity Ratio

1.43

1.40

1.23

Long Term Debt-Equity Ratio

0.86

0.81

0.71

Current Ratio

1.62

1.56

1.59

TURNOVER RATIOS

 

 

 

Fixed Assets

1.63

1.68

1.74

Inventory

4.32

4.23

4.63

Debtors

4.60

4.72

5.43

Interest Cover Ratio

2.56

2.56

2.48

Operating Profit Margin(%)

19.03

18.82

18.74

Profit Before Interest And Tax Margin(%)

14.75

14.42

13.96

Cash Profit Margin(%)

12.52

12.26

12.22

Adjusted Net Profit Margin(%)

8.24

7.86

7.43

Return On Capital Employed(%)

13.95

14.25

15.77

Return On Net Worth(%)

18.90

18.80

18.89

 

 

 

 

 

STOCK PRICES

 

Face Value

Rs.10.00

High

Rs.197.90

Low

Rs.185.00

 

 

LOCAL AGENCY FURTHER INFORMATION

 

YEAR IN RETROSPECT

During the year under review, Pioneer Embroideries Limited continued to register substantial growth in its overall

sales. Gross Sales stood at Rs. 1300.800 million, up from Rs. 1145.300 million. They achieved a growth of 13.58% compared to the previous financial year.

 

Earnings before interest, depreciation, tax and amortization for the period stood at Rs. 243.700 million this implies a margin of 18.74% on Gross Sales. With high interest cost (Rs.71.600 million) and depreciation (Rs.55.600 million), Profit before Tax for the Company stood at Rs.116.500 million. The Net Profit for the year, after providing for current tax, deferred tax and Fringe Benefit Tax liability, stood at Rs. 107.000 million.

 

As of March 31, 2006, an amount of Rs.50.000 million was transferred from Profit & Loss Account to the General Reserve.

 

A review of the performance during the year is given under the section Management Discussion and Analysis

Report.

 

EXPORTS

For the Financial Year ended 31" March 2006, their Direct Export Sales was Rs. 68.800 million. This is an increase of Rs. 3.700 millions as compared to Rs. 65.100 million in the previous year. They boast of having countries as USA, Germany, South Africa, Turkey, Hong Kong, Spain, DAE, Chile, Nigeria, Korea, Greece etc. on their clientele to export to.

 

SCHEME OF AMALGAMATION

The Equity Shareholders, at the Court convened meeting held on May 15,2006, approved the Scheme of Amalgamation of Royal Embroideries Private Limited and Grant Apparel Private Limited. They are a Bangalore basted Group company and a Pune based wholly owned Subsidiary, respectively. The necessary petitions for approval of the Scheme were filed with the Hon'ble Bombay High Court and Hon'ble Karnataka High Court. The Scheme was sanctioned by the Hon'ble Karnataka High Court on November 17, 2006. Subsequently, Hon'ble High Court at Bombay approved the Scheme on December 1, 2006.

 

The appointed date of the Scheme of Amalgamation is April 1, 2005 and shall be effective on the later of dates of

filing the certified true copy of the Order of respective Hon'ble High Courts with the Registrar of Companies at

Mumbai and at Karnataka.

 

SUBSIDIARY COMPANY

The expansion plans of the Company include setting up an embroidery manufacturing unit at Northern Part of the

Country. To cater to the requirements of garment manufactures and exporters of the Northern region, Mas Embroideries Private Limited has been acquired. It is located at Manesar, Gurgaon.. The total consideration of the acquisition was approximately Rs. 47.500 million and it became a wholly-owned subsidiary. The company plans to modernize the existing facilities and will substantially increase the capacity of this plant. Mas Embroideries Private Limited had suffered a loss of Rs. 7.600 million during the financial year ended March 31, 2006 as compared to Rs. 9.100 million in the previous Financial Year.

 

During the year under review, Pune based Grant Apparel Private Limited and Mumbai based Hakoba Lifestyle

Limited continued to be Subsidiaries.

 

As at March 31, 2006, Sales of Hakoba Lifestyle Limited stood at Rs. 216.600 million as against Sales of Rs.111.000 million in the previous financial year and earned a Profit before tax of Rs.3.900 million as compared to Rs.1.500 million in the previous year.

 

The manufacturing Activities of Grant Apparel Private Limited was stopped since July 1, 2004. However, the

Company has incurred a loss of Rs.3.200 million as compared to Rs.1.300 million in the previous year.

 

The Balance Sheet, Profit and Loss Account, Auditor's Report and Director's Report of its Subsidiaries, Hakoba

Lifestyle Limited, Mas Embroideries Private Limited and Grant Apparel Private Limited has been attached.

 

 

RETAIL

The retail operation is being carried out through their subsidiary Hakoba Lifestyle Limited (HLL) under brand

'HAKOBA'. In line with HLL plan to expand its reach to customers through ret ah outlets, it had added up 1 7 more

retail outlets throughout the country making the total retail outlets to 34 as at the end of financial year 2005-06.

Now, the brand "HAKOBA' has its presence through retail outlets in Mumbai (12 stores), Secunderabad, Ahmedabad, Coimbatore (2 stores), Indore, Surat, Rajkot, Baroda, Bangalore (2 stores), Kolkafa (2 stores), Ghaziabad, Delhi (2stores), Amritsar, Chandigarh, Patiala, Aurangabad, Lucknow, Faridabad and Jalandhar.

While spreading presence across the cities, HAKOBA also plans to enlarge its product range to home furnishing and accessories. Created with a fine sense of design, painstakingly made from carefully selected materials, HAKOBA's apparels are crafted with a passion for detail, thus enriching the Brand experience. The Brand is targeted at women, who are today's people, supremely confident and conscious of the image they project. However, Hakoba also plans to expand its brand presence from currently being the most-preferred brand for women to also becoming the one of the favorite brands for the youngsters.

 

Taking forward Hakoba's roadmap of becoming global player in women's wear, the Company has roped in Film

Stars Hema Malini and Esha Deol as Brand Ambassadors in November 2006.

 

FORWARD LOOKING STATEMENT

Statement made in the Management Discussion and Analysis and relating to Company's objectives, projections,

outlook, expectations, estimates, etc., may constitute forward looking statements within the meaning of applicable

securities, laws and regulations. These statements are based on certain assumptions, which cannot be guaranteed by the Company. Several factors, over which the Company may not have any direct control, could make a significant difference to the company's expected operations. As such, actual results may differ materially from such projections, whether expressed or implied, since it would be beyond Company's ability to successfully

implement their growth strategy. The company undertakes no obligation or responsibility to update forward-looking

statements and to publicly amend, modify or revise to reflect events or circumstances after the date thereof on

the basis of any subsequent development, information or events.

 

The management of Pioneer Embroideries Limited (Pioneer) presents below its analysis on the performance of

the Company during the year under review, i.e. financial year 2005-06, overall business environment,

opportunities and threats, and the Company's business strategy to sustain growth and leadership.

 

PERFORMANCE REVIEW

For FY05-06, they clocked Gross Sales stood at Rs.1300.800 Millions, up from Rs.1145.300 Millions, which the Company had achieved in the previous financial year, registering a growth of 13.57%.

They recorded an EBIDTA of Rs. 243.700 million for the year, up about 13.3% over previous year figure of Rs. 215.100 million.

Interest costs rose by about 17.7% to Rs 71.500 Millions, while depreciation was higher by about 10% to Rs. 55.6 00 million.

After providing for tax to the tune of Rs 11.100 million (previous year : Rs 10.600 million), net profit of the Company grew by about 19% to Rs 107.000 Millions. On an equity base of Rs 103.100 million, the Earnings per Share works out to Rs 103.800 Million (previous year : Rs 0.875} and Cash Earnings per Share is at Rs 158.200Millions (Rs 142.900 Millions in the previous year).

 

PERFORMANCE RATIOS

 

 

2005-06

 

2004-05

 

2003-04

 

2002-03

2001.02

2000.01

1999-00

1998-99

Long Term Debt-Equity

0.66

 

0.80

 

0.55

 

0.71

0.66

0.52

0.49

0.53

Interest Coverage Ratio

3.28

 

3.42

 

3.35

 

4.25

3.56

4.78

4.02

4.52

Asset Coverage Ratio – Gross

2.22

 

1.62

 

2.67

 

1.86

1.75

2.14

2.79

2.44

Debtors Turnover Ratio

4.20

 

4.50

 

4.26

6.61

5.33

5.75

5.23

6.77

Inventory Turnover (days)

62.00

 

86.00

 

75.00

71.00

93.00

69.00

57.00

57.00

Earnings per share (Rs.)

10.38

 

8.75

 

7.07

8.16

6.67

6.24

4.29

4.52

Cash earnings per share (Rs.)

15.82

 

14.29

 

12.31

11.88

9.21

8.58

6.18

7.24

]ook Value (Rs.)

59.24

 

75.87

 

64.87

55.70

44.78

36.65

28.37

22.86

Return on Average Networth (%)

17.48

 

18.64

 

18.70

25.56

25.80

30.22

26.34

21.56

Return on Capital Employed (%)

13.70,

 

13.82

 

15.53

18.33

18.73

21.90

21.16

7.14

 

 

During the year under review, their Company's embroidery capacity witnessed a substantial increase to 4600

mln. stitches, on account of acquisition of entire fixed assets of a South Korean Company, comprising of 13

machines . Further, with the merger of Royal and Grant with the Company, the merged entity would have enhanced capacity of around 5600 mln. stitches.

 

Pioneer's capacity utilization on the expanded capacity is given in the adjoining table, although the capacity

utilization as percentage of installed capacity is approx 60%, capacity utilization in terms of total machine shift

capacity is more than 90%. This is because the installed capacity is calculated mathematically taking into account

the speed of the machines multiplied by no. of minutes, no. of hrs. in a day and no. of days in a year without

considering the down time mainly on account of change of yarn, change of fabrics, machine break down,

preventive maintainance and so on.

 

EXPORTS

Direct Exports during the financial year 2005-06 were at Rs. 688 lac consisting of only 5% of the total Sales.

These were primarily to the Countries like, USA, Germany, South Africa, Turkey, Hongkong, Spain, UAE, Chile,

Nigeria, Korea, Greece etc. As discussed earlier, the company would also now have a sharper edge in overseas

market with the Korean embroidery plant now installed in one of the unit of the company and its designs and

marketing data base as the unit used to mainly cater to the highly demanding European market.

 

RETAIL L

The company continue to invest restheirces in the retail segment, being nurtured under the Brand Hakoba under

its subsidiary company Hakoba Lifestyles Limited. As on date the company has setup 48 exclusive Hakoba outlets across 27 cities. The company plans to ramp up numbers of stores to 200 in couple of years time.While most of these would be franchisee stores, there would also be a mix of company-managed and company-owned

showrooms. The product range and price points would also enlarge, with percentage of ready-to-wear garments

and mens' products improving. Embroidered accessories, home furnishings, overseas stores, etc., are some of

the other plans under consideration. However, the task of establishing the brand remains difficult, although Hakoba does have a good brand recall across regions. Although the retail business of ready-made garments for both men and women is huge, it is also replete with fragmentation, competition from large number of players - small and big - and ever larger number of product offerings. While the middle-aged customers are quick to endorse Hakoba products, the discerning, fashion-conscious youth are looking beyond the quality aspect. Brand loyalty in this consuming segment is difficult to achieve, as the demanding customers are willing to try out anything, which is new and appealing. Multiplicity of brands and outlets and a plethora of products at various price points, force all the players, to become innovative in the choice of fabrics, designs, styles and colors, if they need to achieve brand preference.To address this situation partly, the Company has roped in Film Stars Hema Malini and Esha Deal as Brand Ambassadors in November 2006.

 

MERGER & ACQUISITION

The Financial year 2005-06 saw the Company taking another important step to merge Royal Embroideries Private

Limited (Group Company) and Grant Apparel Private Limited (Wholly-owned Subsidiary) with the Company. The

Scheme of Amalgamation of Royal Embroideries Private Limited and Grant Apparel Private Limited with Pioneer

Embroideries Limited was approved by the Equity Shareholders at their meeting held on May 15, 2006. On

November 17, 2006, the Hon'ble High Court of Karnataka approved the Scheme and subsequently the Scheme

was approved by the Hon'ble High Court of Bombay on December 1, 2006. The Scheme shall be effective on the

later of the dates of filing the Certified true copy of the Order of Hon'ble High Court(s) with Registrar of Companies

at Maharashtra and Karnataka.

 

The appointed date for the merger was April 1, 2005. The Company firmly believes that with full integration of

resources of the three companies, the performance in the coming years is bound to improve.

Having approved the merger of Royal Embroideries Private Limited and Grant Apparel Private Limited with Pioneer, the Company further plans to merge another Company, Crystal Lace (India) Limited, based at New Bombay. The Company's capabilities in eyeing acquisition opportunities in the embroidery segment, successfully executing it and integrating the same with the existing set up, in the process enhancing shareholder value to the utmost, resulted into another acquisition of Mas Embroideries Pvt. Ltd., a manufacturer of Embroidered Fabrics and Laces, situated at Manesar, Gurgaon.

 

With this acquisition, Mas Embroideries Pvt. Ltd. became a wholly-owned subsidiary of Pioneer Embroideries Ltd.

Pioneer had earlier planned to set up an embroidery manufacturing unit in North, to cater to the requirements

of garment manufacturers and exporters of that region. The Company already has manufacturing bases in Western and Southern India. With the acquisition of Mas Embroideries Pvt. Ltd., the Company would now be in a position to set up more capacities in Northen Region.

 

During the year under review, the Company is setting up Polyester Dop Dyed Yarn Plant with installed capacity

of around 6,000 M.T. p.a., at Kala Amb, Dist. Sirmaur in Himanchal Pradesh. The end product find application in

embroideries, furnishing, carpet, weaving etc. A part of the production will be consumed in-house in embroidery

segment.The Total Project Cost of setting up the Polyester Dop Dyed Yarn Plant is approx. Rs. 48 crore. The

commercial production of Dope Dyed Yarn is expected to start in Feburary 2007.

 

During the year under review, the Company has taken steps to expand the capacity of braided lace segment.

The company has plans to expand the capacity by setting up 120 new braided lace making machine at its existing

 location at Karad, (U.T).

 

INDUSTRY OVERVIEW

Overall, Embroidery, Fabrics and Laces (EFL) business has been consistently growing at a double-digit rate. It has received a boost mainly because of the increasing fashion-conscious attitude of the populace, especially in the urban and semi-urban cities. The booming middle-class, with its expanding purchasing power and disposable

income, has been responsible for transforming clothing from being a mere necessity to being an important way

of life.This behavioural change is unrestricted to urban areas, but cuts across sections of society and demographic boundaries.

 

For embroidery players, which mainly derive their growth from manufacturers of garments for ladies and children,

such a scenario of wider markets is definitely welcome. However, with order sizes becoming substantially higher,

and issues like quality and timely deliveries taking centrestage, larger players like Pioneer, in the embroidery

segment would stand to benefit more.

 

The new textile policy of the Indian Government has set a target of textile and apparel export of US$50 billion

by 2010 from the present level of US$13 billion of which garment exports will be US$25 billion (presently US$6

billion). This target itself indicates the scope in the global textile market that exists for the Indian textile industry.

The Technology Upgradation Fund Scheme ("TUFS") continues to facilitate the modernisation and up-gradation of the machinery by providing interest subsidies to the sector. Weaving, processing and garment machinery covered under TUFS have extended the facility of accelerated depreciation

 

The growth in embroideries is likely to ride upon the overall garment business growth, and is estimated to be in

the range of 15-20% atleast in the coming years. Since technologically, large Indian embroidery players are at

par with overseas companies, and given the added benefit of lower labour cost and innovative product

development skills, it could be possible that overseas garment manufacturers could directly get embroidery job

work done from India.

 

For larger players in the organized sector, the growth could be more as they would not only be able to tap the

export market, they could also eat into the current share of the unorganized sector in the domestic market.

However, increased turnover levels would not necessarily result in corresponding higher profits, as margins would

remain under pressure due to greater competitive environment. Higher levels of value addition would be difficult

and players would have to become more cost conscious, while remaining proactive in their R&D initiatives to

offer newer designs based on the rapidly changing consumer tastes in the fashion industry.

 

THREATS AND CONCERNS

Although the Embroidery Industry has been growing steadfastly, it still faces the following threats,

• Rapidly changing fashion trends and preferences

• A very serious overall economic downturn and confidence erosion, in the domestic market, could affect the

ladies garment sector as a whole and would in turn affect the embroidery Industry, since it is still mainly

dependent on the domestic demand.

• Increased exports in future could lower overall margins, as margins on exports are less than those on domestic

sales. Unfavorable Rupee-Dollar movement could also affect industry margins

The Company with its continuous efforts on spearheading the marketing by enlarging the product range is hopeful

of sustaining its business plan.

 

FUTURE CAPITAL COMMITMENTS

The Company's future capital expenditure is based on its reading of the overall future potential and business

environment, and is in line with its long-term business strategy.

 

Apart from organic growth, Pioneer is always eyeing profitable acquisition targets, which fit well in its overall

business strategy. These could be either in embroidery field, thus giving additional capacities immediately, or in

related products where Pioneer could use its wholesale and retail network to sell newer products, thus capitalizing

on its core strength of marketing to drive growth. Pioneer has already in the past demonstrated its competence

in successfully taking over other companies/ businesses and integrating them with its own operations.

 

The Company's ambition towards ascendancy is possible only through continuous increase in capacities, either

through acquisition, mergers or expansions. In order to meet the anticipated constraint on capacities in the near

future and value-added products, it has plans to upgrade its manufacturing facilities at Coimbatore and Bangalore.

 

Northern region is the main hub for the garment exports from the country. To increase its foothold in this region,

the company has plans to substantially increase the embroidery capacity of Mas Embroideries Private Limited.

 

Fixed Assets:

Land

Building

Plant and Machinery

Furniture and Machinery

Furniture and Fixture

Vehicles

Office Equipments

Computers

Electrical Installations

Bore well

 

 

 

Company,  promoted by Rajkumar Sekhani and Manak Chand Baid, was incorporated in Oct.'91 at Bombay to design and manufacture embroidery fabrics and laces at GIDC. PEL came out with a public issue in Sep.'93 to part-finance this project. The project was delayed by six months due to non-arrival of machinery and technical problems and went on stream only in Mar.'94. 

 
During 1996-97, to improve the bottom lines of the company and to meet the growing demand in fashion industry, it has taken up a expansion project at Silvassa by importing 12 computerised embroidery machines having installed capacity of 4.600 million meters p.a. The financing was done through by way of equity issue or optional redeemable convertable preference shares to the promoters, Directors, their friends,relatives and associates and the same was commissioned during 1997-98.  

 

During 1999-2000 the Crochet laces Division started commercial production. The Company in order to consolidate its manufacturing base in embroidery has signed a memorandum of understanding with promoters of Salzer Textiles Limited, an Embroideries Manufacturer for taking over that company. 

 
The company has acquired the management control of Coimbatore based Salzer Textiles Limited(STL), a 100% EOU and embroidery manufacturer by acquiring 49.11% stake in the company during 2000-01. STL has an installed capacity of 540 million stitches p.a. In 2001-02 it has increased it stake to 52.49% making the Salzer Textiles as Subsidiary company.  

 

The company has also acquired the manufacturing base of Fancy Corporation Limited at Borivali,Mumbai and has installed 3 latest computerized embroidery machines in 2001-02. Out of the 4 machines three machines were installed in 2002-03 and erection of two more machines was also completed and the commercial production is expected in the second quarter of the current financial year. The machines were installed at the Borivali plant. The total cost of the expansion were Rs.265.000 million. 


The expansion of bobbin lace division under 100% EOU unit at Silvassa was also completed as per the schedule at a estimated outlay of Rs.35.000 million which were funded through internal accruals of the company. The Brand Hakoba has also been acquired from Fancy Corporation Ltd. 

 

The company has expanded the installed capacity of Embrodiery during the financial year 2003-04 by 1976470000(Nos) and with this expansion,the total capacity has risen to 3358870000(Nos). 

 
During April 2004,Salzer Textiles Ltd has been merged with the company and according the scheme of merger, during May 2004,Shareholders of Salzer Textiles Ltd have been allotted One Equity Share of Rs.10 each of Pioneer Embroideries Ltd for every Twenty Five Shares of Rs.10 each held. 

 

Another company J Textiles Ltd(doing job work for PEL) has also been merged with the company and during May 2004,according to the scheme of Amalgamation, One Equity Share of Rs.10/- each have been allotted for every Three Equity Shares held by the shareholders in J J Textiles Ltd.


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

6

PAID-UP CAPITAL

1~10

6

OPERATING SCALE

1~10

6

FINANCIAL CONDITION

 

 

--BUSINESS SCALE

1~10

8

--PROFITABILIRY

1~10

5

--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

YES

--LISTED

YES/NO

YES

--OTHER MERIT FACTORS

YES/NO

YES

TOTAL

 

55

 

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