MIRA INFORM REPORT

 

 

Report Date :

24.05.2007

 

IDENTIFICATION DETAILS

 

Name :

CEPHAM MILK SPECIALITIES LIMITED

 

 

Registered Office :

Village Bhagwas, 6 K.M. Derabassi-Barwala Road, Derabassi 140 507, District Mohaii Punjab

 

 

Country :

India

 

 

Financials (as on) :

31.03.2006

 

 

Date of Incorporation :

13.12.1996

 

 

Com. Reg. No.:

19162

 

 

CIN No.:

[Company Identification No.]

L15203PB1996PLC019162

 

 

TAN No.:

[Tax Deduction & Collection Account No.]

PTLC11037F

 

 

PAN No.:

[Permanent Account No.]

AAACCC8569M

 

 

Legal Form :

Public Limited Liability Company. The company’s shares are listed on the Stock Exchanges.

 

 

Line of Business :

Manufacturer, Importer, Exporters and Traders of Casein, Cheese, Lactose, Ghee, Dairy Whitner, etc.

 

 

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 :

USD 960000

 

 

Status :

Sick Unit

 

 

Payment Behaviour :

Unknown

 

 

Litigation :

Unknown

 

 

Comments :

Though subject is an old company, it is passing through difficult times and has been declared as sick unit. The company has huge accumulated losses. Payments are reported as slow and delayed.

 

The company can be considered for any business dealings on fully safe and secured trade terms and conditions, only.

 

 

LOCATIONS

 

Registered Office :

Village Bhagwas, 6 K.M. Derabassi-Barwala Road, Derabassi 140 507, District Mohaii Punjab, India

Tel. No.:

91-1762-2432512

Fax No.:

91-1762-2430797/ 2432514

E-Mail :

cepham@glide.net.in

Website :

http://www.cephamindia.com

 

 

Head Office :

SCO 11A, First Floor, Sector 7C, Madhya Marg, Chandigarh – 160 019, India

 

 

Branches :

M-134, Connought Circus, New Delhi 110 001

 

 

DIRECTORS

 

Name :

Mr. J.S. Mann, (PSIDC Nominee)

Designation :

Chairman

Address :

 

Date of Birth/Age :

Mr. Dewan C. Pruthi

Qualification :

Vice Chairman

Experience :

 

Date of Appointment :

Mr. S. L. Bansal (PSIDC Nominee)

 

Director

Name :

 

Designation :

Mr. S. K. Ahuja (PSIDC Nominee)

Address :

Director

Date of Birth/Age :

 

Qualification :

Mr. Puneet Pruthi

Experience :

Director

Date of Appointment :

 

 

Mr. Samir Pruthi

Name :

Director

Designation :

 

Address :

Mr. B. M. Mahajan

Date of Birth/Age :

Director

 

 

KEY EXECUTIVES

 

Name :

Mr.  O. K. Aggarwal

Designation :

Vice President (Finance) / C.F.O.

 

 

Name :

Mr. Ravinder Kumar

Designation :

Company Secretary

 

 

MAJOR SHAREHOLDERS / SHAREHOLDING PATTERN

 

As on 30.06.2006

 

Names of Shareholders

No. of Shares

Percentage of Holding

Shareholding of Promoter and Promoter Group

 

 

India

 

 

Individuals/ Hindu Undivided Family

2

-

Bodies Corporate

2640047

21.11 %

Financial Institutions/ Bank

3525000

28.18 %

Any Other Persons acting in concert (specify)

134021

1.07 %

Foreign

 

 

Bodies Corporate

245000

1.96 %

Public Shareholding

 

 

Institutions

 

 

Mutual Funds/ UTI

500000

4.00 %

Financial Institutions/ Banks

8100

0.07 %

Non-Institutions

 

 

Bodies Corporate

873400

6.98 %

Individuals-

 

 

Individual Shareholders holding normal share capital up to Rs. 0.100 Millions

1027334

8.21 %

Individual Shareholders holding nominal share capital in express of Rs. 0.100 Millions

2695250

21.55 %

Any Other (NRI/ OCB)

858900

6.87 %

Total

12507054

100.00 %

 

 

BUSINESS DETAILS

 

Line of Business :

Manufacturer, Importer, Exporters and Traders of Casein, Cheese, Lactose, Ghee, Dairy Whitner, etc.

 

 

Products :

Item Code No. (ITC Code)

350110

Product Description

CASEIN

Item Code No. (ITC Code)

040500

Product Description

GHEE

Item Code No. (ITC Code)

294000

Product Description

LACTOSE

Item Code No. (ITC Code)

4049

Product Description

WPC

 


 

PRODUCTION STATUS

 

Particulars

Unit

Installed Capacity

Actual Production

Casein

M.T.

4017

1787.01

Lactose/DG

M.T.

4800

1767.75

Ghee

M.T.

9750

1119.14

W.P.C

M.T.

1530

611.29

S.M.P.

M.T.

0

58.33

Butter milk

M.T.

-

20.62

Herbal

M.T.

10

3.71

Whey Mineral

M.T.

360

24.60

 

 

GENERAL INFORMATION

 

No. of Employees :

213

 

 

Bankers :

  • Bank of Baroda
  • Bank of India, Chandigarh
  • Punjab & Sind Bank
  • Punjab National Bank, SAS Nagar, Mohali
  • State Bank of Patiala, Chandigarh

 

 

Facilities :

SECURED LOANS

Rs in Millions

Term Loans

 

(Secured against hypothecation of all present & future fixed assets inter-alia with the personal guarantee of two Directors alongwith the corporate Guarantee of Rajasthan Antibiotics Limited).

 

From IDBI

159.000

From Scheduled Banks

48.916

Interest Accrued & Due

916.107

Working Capital Borrowings

 

(Secured against Hypothecation of stocks Stores & spares / Book Debts, Personal Guarantees of Directors

 

From Scheduled Banks

143.639

 

 

UNSECURED LOANS

 

Interest Accrued & Due on Fixed Deposits

0.028

Deposit from Dealers

5.000

 

 

 

Banking Relations :

Unknown

 

 

Auditors :

 

Name :

J P Chawla & Company

Chartered Accountants

Address :

43, Darya Ganj New Delhi - 110 002, India

 

 

Group Companies :

Ř       Rajasthan Antibiotics Limited

Ř       Cabon India Limited

 

 

Associates/Subsidiaries :

  • Cebon India Limited
  • Cepham Agencies Private Limited
  • Cepham Dairy Development Limited
  • Cepham Laboratories Limited
  • Cepham Organics Limited
  • Cepham Pharmacetical Limited
  • Punjab Antibiotic Limited
  • Rajasthan Antibiotic Limited

 

 

CAPITAL STRUCTURE

 

Authorised Capital :

No. of Shares

Type

Value

Amount

25,000,000

Equity Shares               

Rs.10/- Each

Rs. 250.000 millions

 

Issued, Subscribed & Paid-up Capital :

No. of Shares

Type

Value

Amount

12507054

Equity Shares               

Rs.10/- Each

Rs. 125.071 Millions

 

Less : Allotment Money in arrears

 

Rs. 0.104 Millions

 

Total

 

Rs. 124.967 Millions

 

 

 

 

 

 


 

FINANCIAL DATA

[all figures are in Rupees Millions]

 

 

 

ABRIDGED BALANCE SHEET

 

SOURCES OF FUNDS

 

 

31.03.2006

31.03.2005

SHAREHOLDERS FUNDS

 

 

 

1] Share Capital

 

124.967

124.967

2] Share Application Money

 

0.000

0.000

3] Reserves & Surplus

 

115.296

115.296

4] (Accumulated Losses)

 

0.000

0.000

NETWORTH

 

240.263

240.263

LOAN FUNDS

 

 

 

1] Secured Loans

 

1267.662

1095.610

2] Unsecured Loans

 

5.028

5.028

TOTAL BORROWING

 

1272.690

1100.638

DEFERRED TAX LIABILITIES

 

 

 

 

 

 

 

TOTAL

 

1512.953

1340.901

 

 

 

 

APPLICATION OF FUNDS

 

 

 

 

 

 

 

FIXED ASSETS [Net Block]

 

251.311

257.113

Capital work-in-progress

 

0.000

0.000

 

 

 

 

INVESTMENT

 

0.000

0.000

DEFERREX TAX ASSETS

 

0.000

0.000

 

 

 

 

CURRENT ASSETS, LOANS & ADVANCES

 

 

 

 

Inventories

 

54.731

53.828

 

Sundry Debtors

 

71.004

64.213

 

Cash & Bank Balances

 

4.759

2.712

 

Other Current Assets

 

0.000

0.000

 

Loans & Advances

 

77.258

64.557

Total Current Assets

 

207.752

185.310

Less : CURRENT LIABILITIES & PROVISIONS

 

 

 

 

Current Liabilities

 

151.885

129.506

 

Provisions

 

2.591

0.000

Total Current Liabilities

 

154.476

129.506

Net Current Assets

 

53.276

55.804

 

 

 

 

MISCELLANEOUS EXPENSES

 

1208.366

1027.984

 

 

 

 

TOTAL

 

1512.953

1340.901

 

PROFIT & LOSS ACCOUNT

 

PARTICULARS

 

 

31.03.2006

31.03.2005

Sales Turnover

 

769.021

1157.353

Other Income

 

1.562

0.335

Total Income

 

770.583

1157.688

 

 

 

 

Profit/(Loss) Before Tax

 

[179.457]

[118.970]

Provision for Taxation

 

--

-–

Profit/(Loss) After Tax

 

[179.457]

[118.970]

 

 

 

 

Earnings in Foreign Currency :

 

 

 

 

Export Earnings

 

36.130

3.719

Total Earnings

 

36.130

3.719

 

 

 

 

Imports :

 

 

 

 

Raw Materials

 

522.579

813.949

 

Stores & Spares

 

11.626

24.786

Total Imports

 

534.205

838.735

 

 

 

 

Expenditures :

 

 

 

 

Purchase Of Trading Goods

 

1.980

0.000

 

Raw Material Consumed

 

522.579

813.948

 

Packing Material Consumed

 

16.301

23.633

 

Chemicals Comsumed

 

17.713

27.654

 

Stores & Spares Consumed

 

11.625

32.183

 

(Increase)/ Decrease In Stocks

 

0.541

[7.063]

 

Manufacturing Expenses

 

81.454

107.655

 

Administrative Expenses

 

50.367

36.703

 

Financial Expenses

 

176.975

176.650

 

Selling Expenses

 

47.297

68.438

 

Depreciation On Fixed Assets

 

23.064

22.580

Total Expenditure

 

949.896

1302.381

 

SUMMARISED RESULTS

 

PARTICULARS

 

 

 

31.03.2007

Type

 

 

Full Year

Sales Turnover

 

 

395.700

Other Income

 

 

01.900

Total Income

 

 

397.600

Total Expenditure

 

 

469.200

Operating Profit

 

 

[71.600]

Interest

 

 

179.500

Gross Profit

 

 

[251.100]

Depreciation

 

 

23.300

Reported PAT

 

 

[274.400]

 

 

KEY RATIOS

 

PARTICULARS

 

 

31.03.2006

31.03.2005

Current Ratio

 

0.71

0.72

TURNOVER RATIOS

 

 

 

Fixed Assets

 

1.69

2.61

Inventory

 

14.27

21.75

Debtors

 

11.45

18.23

Interest Cover Ratio

 

[0.03]

0.33

Operating Profit Margin(%)

 

2.71

6.85

Profit Before Interest And Tax Margin(%)

 

[0.66]

4.92

Cash Profit Margin(%)

 

[19.99]

[8.24]

Adjusted Net Profit Margin(%)

 

[23.36]

[10.17]

 

 

STOCK PRICES

 

Face Value

Rs.10.00/-

High

Rs.2.30/-

Low

Rs.2.15/-

 

 

LOCAL AGENCY FURTHER INFORMATION

 

 

HISTORY

 

Cepham Milk Specialities (CMSL) was incorporated on 10 Apr.'91. It was promoted by Punjab State Industrial Development Corporation (PSIDC) and Dewan Pruthi along with Cepham Organics (belonging to the Cepham group). Other companies promoted by the group include Rajasthan Anbitiotics, Cebon India, etc. CMSL is managed by chairman P S Bajwai and managing director Dewan Pruthi. 

 
The company came out with a public issue at a premium of Rs 10, aggregating Rs 75.300 Millions, in Jan.'95, to part-finance the manufacture of casein and lactose. Total project cost was estimated at Rs 460 Millions. 

 
The company has a technical collaboration with West Falia Separator, Germany, to manufacture casein and lactose, its major products. CMSL has also entered into a buyback agreement with Sophia Burson, Japan, which will buy its entire production of casein for a period of ten years. CMSL also has an obligation to export production worth four times the CIF value of the capital goods imported under the EPCG scheme within a period of five years. The company has received Export Certificate Award from APEDA, ministry of commerce for excellent performance in export.

 

FIXED ASSETS

 

  • Land and Site Development
  • Building
  • Plant and Machinery
  • Furniture and Fixture
  • Office Equipments
  • Vehicles
  • Air Conditioners
  • Computers

 

Contingent Liabilities not provided are as under.

 

  • Guarantees given by the Bank for the business of the Company Rs. 0.250 Millions (Previous years Rs. 0.250 Millions) against which Counter Guarantee has been given by the Company.

 

  • Westfalia Separators AG, Germany has filed arbitration suit against the Company, for Rs. 50 Millions, supplier of Dairy machinery. Hon'ble ICC council of Arbitration has given the award Dated 21-3-2003 Contingent liability in this respect is Approx 56.300 Millions and case is pending in the APEX court.

 

  • Milk Cess 9.315 Millions (Previous years 9.315 Millions)

 

  • Sale Tax Demand 0.845 Millions (Previous years 0.845 Millions)

 

  • Local Sale Tax Demand 11.121 Millions, CST 2.541 Millions. The case is under process and pending with the Director of Industries for final decision on account of Extension in period of sale tax exemption.

 

  • Milk purchase tax liabilities for the period from 15-12-02 to 31-03-06 to the tune of Rs 12.135 Millions

 

The company has become Sick Industrial Company as per the provisions of Sick Industrial Companies (Special Provisions) Act 1985, on the basis of Annual Accounts for the year 1999-2000 and reference filed has been registered as case no 202/2002 dated-17-05-02 and declared as sick unit in the hearing held on 19 July 2005 by Honorable BIFR.

 

MANAGEMENT DISCUSSIONS AND ANALYSIS 

 
Industry structure & Development:  

 
a) Dairy:  

 
The conventional dairy industry is engaged in the manufacture of Skimmed Milk Powder, Dairy Whiteners, Ghee and supply of Milk. The advanced dairy industry is manufacturing export-oriented products like Acid Casein, Whey Protein Concentrate, Lactose, and Milk Calcium etc. These products have ready International market viz. U.S.A., Europe and South East Asian Countries including China

 
b) Herbal:  

 
Our Company is engaged in extraction of various high value herbal products. Herbal products manufactured by the Company are being exported to various quality conscious countries. 

 
The company is contributing in the growth of country by earning Foreign exchange by export of milk derivatives and herbal products. 

 
Opportunities and Threats: 

 
There are ample chances for growth of Company as most of the products of the Company are being exported and which has ready international market. Secondly, the U.S.A. and European countries are providing heavy subsidies to their Milk industry to sustain in the market vis-a-vis industry is surviving on its own without heavy subsidies. There are great opportunities for Indian diary industries when the subsidies shall be phased out as per the WTO agreement. 

 
Being export oriented products; the exchange rate fluctuations may affect the profitability of the Company. 
 
Segment - wise performance and Outlook: 

 
The company is mainly engaged in the business of Milk derivatives. The company diversified in the business of Herbal Products, which are extracts of Natural Herbs.  

 
The milk industry needs support from government and a development fund is required for the growth of milk industry. 
 
Risk and concerns: 

 
Dairy industry is a seasonal industry and is also subject to whether conditions and availability of milk., Fluctuations in the milk prices also affect the performance of the Company. 

 
Internal control System and their adequacy: 

 
The Company maintains internal control system, which is adequate keeping in view the size and structure of the Company. 
 
Financial Performance and Analysis: 

 
The turnover of the company during the year is Rs.769.021
Millions as compared to previous year's turnover of Rs.1157.353 Millions. The losses of the company are Rs.180.795 Millions as compared to previous year's losses of Rs. 118.969 Millions. The company had suffered losses, since its inception for reasons beyond the control of management and changing international market scenario for casein followed by reduction in import duty on lactose, (import substitute) rising milk prices and low availability of milk resulting in unsustainable operations. The reason for the losses during the year is acute scarcity of Milk in the state of Punjab, which resulted in low availability of Milk for Processing. 

 
Human Resources Development/Industrial Relations: 

 
The Company gives top priority for training; safety and welfare of its employees at all level and industrial relations were in good harmony. 

 

 

WEBSITE DETAILS ATTACHED:

Profile

Subject has set up an ultra modern Dairy Unit in Joint Venture with CEPHAM GROUP and Punjab State Industrial Development Corpn. Limited, at a total initial capital outlay of $11 Million to manufacture Acid Casein (Edible grade), Lactose (Pharmaceutical Grade) by handing 500,000 Ltr milk per day. The company started commercial production in December 1995. With further, investment, Cepham has created facilities to manufacture Ghee (Butter Oil), Whey Protein Concentrate – 40 and Di-Calcium Phospahte ( Milk Minerals, Milk Phosphate). The total capital out lay is $14 Millions. The technology for manufacture of Casein and Lactose has been supplied by M/s Westfalia Separators AG, Germany and plant and machinery has been imported from best manufacturers from all over the world. This is the biggest plant of its kind in India. The project has been financed by leading Financial Institutions of India and has equity participation from Sophia Bussan Inc. , Japan.

At CEPHAM GROUP, we have other manufacturing Units namely, Cebon India Limited and Rajasthan Antibiotics Limited Cepham has started production of new products i.e. Calcium Senosides 20%, 40%, 60%, Reserpine and Butyl Bromite in sister concern Cebon Inda. The group has the turnover of $50 million. The product has been accepted in quality conscious markets of Germany, Switzerland, Holland, Singapore, Taiwan, Hongkong, Korea, Japan and U.S.A.

 


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.40.60

UK Pound

1

Rs.80.65

Euro

1

Rs.54.55

 

 

SCORE & RATING EXPLANATIONS

 

SCORE FACTORS

 

RANGE

POINTS

HISTORY

1~10

5

PAID-UP CAPITAL

1~10

2

OPERATING SCALE

1~10

2

FINANCIAL CONDITION

 

 

--BUSINESS SCALE

1~10

2

--PROFITABILIRY

1~10

--

--LIQUIDITY

1~10

--

--LEVERAGE

1~10

2

--RESERVES

1~10

2

--CREDIT LINES

1~10

2

--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

NO

--LISTED

YES/NO

NO

--OTHER MERIT FACTORS

YES/NO

YES

TOTAL

 

17

 

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