MIRA INFORM REPORT

 

 

Report Date :

26.02.2008

 

IDENTIFICATION DETAILS

 

Name :

PIDILITE INDUSTRIES LIMITED

 

 

Registered Office :

7th Floor, Regent Chambers, Jamnalal Bajaj Marg, 208, Nariman Point, Mumbai – 400 021, Maharashtra, India

 

 

Country :

India

 

 

Financials (as on) :

31.03.2007

 

 

Date of Incorporation :

28.07.1969

 

 

Com. Reg. No.:

11-14336

 

 

CIN No.:

[Company Identification No.]

L24100MH1969PLC014336

 

 

TAN No.:

[Tax Deduction & Collection Account No.]

MUMP06924B

 

 

Legal Form :

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

 

 

Line of Business :

Manufacturing and selling of branded consumer products like adhesives, sealants, art material and construction paint and chemicals.

 

RATING & COMMENTS

 

MIRA’s Rating :

A

 

RATING

STATUS

PROPOSED CREDIT LINE

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

 

Maximum Credit Limit :

USD 19519200

 

 

Status :

Good

 

 

Payment Behaviour :

Regular

 

 

Litigation :

Clear

 

 

Comments :

Subject is a well-established and reputed company having fine track. Available information indicates high financial responsibility of the company. Financial position is good. Payments are always correct and as per commitments.

 

The concern can be considered good for normal business dealings at usual trade terms and condition

 

LOCATIONS

 

Registered Office :

7th Floor, Regent Chambers, Jamnalal Bajaj Marg, 208, Nariman Point, Mumbai – 400 021, Maharashtra, India

Tel. No.:

91-22-22822708/28367085/7089

Fax No.:

91-22-22043969

E-Mail :

anp@pidilite.com

info@pidilite.com

pcpatel@pidilite.com

Website :

http://www.pidilite.com 

 

 

Corporate Office:

Ramkrishna Mandir Road, Office Mathuradas Vasanji Road, Andheri (East), Mumbai – 4000059

 

 

Factory  :

v      Plot No. A-22, M. I. D. C. Mahad - 402309, Dist. Raigad, Maharashtra

            Tel. No. 91-2145-232043/44/45/46

            Fax. No. 91-2145-232054/232048

 

v      Ramkrishna Mandir Road, Off Mathuradas Vasanji Road, Andheri (East), Mumbai – 400 059, Maharashtra

            Tel. No. 91-22-28367085

            Fax. No. 91-22-28364565

 

v      Plot No. 78-79, G. I. D. C. Industrial Estate, Vapi - 396 195, Dist. Valsad, Gujarat

            Tel. No. 91-2638-230215/230521

            Fax. No. 91-2638-230199

 

v      Plot No. 23, G. I. D. C. Industrial Estate, Vapi 396 195, Dist. Valsad, Gujarat

            Tel. No. 91-2638-230520/231517

            Fax. No. 91-2638-231085

 

v      Plot No. 25,26,39,40 Jawahar Co-opeative Industrial Estate, Kamothe, Panvel - 410206, Dist. Raigad, Maharashtra

            Tel. No. 91-22-27421021/27421856

            Fax. No. 91-22-2742332

 

v      Plot No. 19, Taloja Industrial Estate, Taloja, Dist. Raigad, Maharashtra

            Tel. No. 91-22-27410376/77

            Fax. No. 91-22-27410376

 

v      Daman, Union Territory

 

 

DIRECTORS

 

Name :

Mr. B. K. Parekh

Designation :

Chairman

 

 

Name :

Mr. S. K. Parekh

Designation :

Vice Chairman

 

 

Name :

Mr. M. B. Parekh

Designation :

Managing Director

 

 

Name :

Mr. N. K. Parekh

Designation :

Joint Managing Director

 

 

Name :

Mr. M. A. Pai

Designation :

Director (w.e.f. 06.08.2001)

 

 

Name :

Mr. H. K. Parikh

Designation :

Director

 

 

Name :

Mr. R. M. Gandhi

Designation :

Director

 

 

Name :

Mr. N. J. Jhaveri

Designation :

Director

 

 

Name :

Mr. Bansi S. Mehta

Designation :

Additional Director (w.e.f. 25.07.2000)

 

 

Name :

Mr. Ranjan Kapur

Designation :

Additional Director (w.e.f. 17.10.2000)

 

 

Name :

Mr. Yash Mahajan

Designation :

Additional Director (w.e.f. 17.10.2000)

 

 

Name :

Mr. A. B. Parekh

Designation :

Whole Time Director

 

 

Name :

Mr. A N Parekh

Designation :

Whole Time Director

 

 

Name :

Mr. Amit Roy

Designation :

Whole Time Director

 

 

Name :

Mr. Santosh Kumar

Designation :

Whole Time Director

 

 

Name :

Mr. S. T. Dave

Designation :

Whole Time Director

 

 

KEY EXECUTIVES

 

Name :

Mr. P. C. Patel

Designation :

Senior Vice President & Company Secretary

 

 

 

SHAREHOLDING PATTERN

 

Names of Shareholders

 

Percentage of Holding

 

 

 

Indian Promoters

 

71.79 %

Indian Public and Bodies Corporate

 

15.45 %

FIIS & Foreign Companies

 

8.95 %

UTI, Mutual Funds, Bank & Insurance Companies

 

3.81 %

 

 

 

                 Total

 

100 %

 

 

BUSINESS DETAILS

 

Line of Business :

Manufacturing and selling of branded consumer products like adhesives, sealants, art material and construction paint and chemicals.

 

 

Products :

Item Code No.              Product Description

3506                            Adhesives

3905 + 3906                 Synthetic Resins

3204                             Organic Pigments and Preparations based

                                     on Organic Pigments

 

PRODUCTION STATUS

 

Particulars

Unit

Licensed Capacity

Installed Capacity

Actual Production

Dyestuffs

MT

3900

2364

12347c

 

KL

--

--

3178d

Chemicals

MT

232735

126920

81417e

 

KL

31260

17904

21377f

 

 

 

 

 

 

 

GENERAL INFORMATION

 

No. of Employees :

2944

 

 

Bankers :

·         Indian Overseas Bank, Mumbai

·         Corporation Bank, Mumbai

·         HDFC Bank, Mumbai

 

 

Facilities :

SECURED LOANS

 

31.03.2006

Working Capital loans from Banks

(Including Working Capital Demand Loan)

499.400

Term Loans from Banks

250.000

Total

749.400

 

 

Working Capital Loans from Banks are secured by hypothecation of stock of Raw Materials, Finished Goods, Packing Materials, Stock in Process and Book Debts. Further, these loans are collaterally secured by way of second charge on the entire plant & machinery of the company and land and building of the company’s unit at Kondivita, Mumbai, and Maharashtra.

 

 

 

 

 

UNSECURED LOANS

 

31.03.2007

Interest free sales Tax loan from Government of Gujarat

0.040

Interest free sales tax loan from Government of Maharashtra

323.550

Foreign Currency Loan from Banks

310.020

Total

633.610

 

Banking Relations :

Satisfactory

 

 

Auditors :

  • Haribhakti and Company

Chartered Accountants

 

  • Wadia Ghandy and Company

Solicitors and Advocates

 

 

Memberships :

Confederation of Indian Industry

 

 

Associates :

·         Parekh Marketing Limited

·         Vinyl Chemical (India) Limited

·         Kalva Chemicals Limited

 

 

Subsidiaries :

·         Fevicol Company Limited

·         Pagel Concrete Technologies Private Limited

·         Pidilite USA, Inc

·         Pidilite Innovation Centre Private Limited

·         Pidilite Middle East Limited

·         Parekh Marketing Limited

·         Vinyl Chemicals (India) Limited

·         Kalva Marketing and Services Limited

 

 

CAPITAL STRUCTURE

 

Authorised Capital :

No. of Shares

Type

Value

Amount

 

 

 

 

27500000

Equity shares

Rs. 10.00 each

Rs. 275.000 millions

2500000

Unclassified shares

Rs. 10.00 each

Rs. 25.000 millions

 

 

 

 

 

Total

 

Rs. 300.000 millions

 

Issued, Subscribed & Paid-up Capital :

No. of Shares

Type

Value

Amount

 

 

 

 

25239400

Equity shares

Rs. 10.00 each

Rs. 252.390 millions

Add:

Bonus shares issue suspense account

 

Rs. 0.010 million

 

 

 

 

 

Total

 

Rs. 252.400 millions

 

 

FINANCIAL DATA

[all figures are in Rupees Millions]

 

 

ABRIDGED BALANCE SHEET

 

SOURCES OF FUNDS

 

31.03.2007

31.03.2006

31.03.2005

SHAREHOLDERS FUNDS

 

 

 

1] Share Capital

252.400

252.400

252.400

2] Reserves & Surplus

4627.400

3871.100

3322.100

NETWORTH

4879.800

4123.500

3574.500

 

 

 

 

LOAN FUNDS

 

 

 

1] Secured Loans

749.400

287.000

159.300

2] Unsecured Loans

633.600

265.900

450.300

TOTAL BORROWING

1383.000

552.900

609.600

Deferred Tax Liabilities

0.000

0.000

0.000

 

 

 

 

TOTAL

6262.800

4676.400

4184.100

 

 

 

 

APPLICATION OF FUNDS

 

 

 

 

 

 

 

FIXED ASSETS [Net Block]

3024.900

2648.800

2248.500

Capital work-in-progress

346.600

257.500

319.000

 

 

 

 

INVESTMENTS

892.000

358.600

184.300

 

 

 

 

CURRENT ASSETS, LOANS & ADVANCES

 

 

 

 

Inventories

1976.200

1534.000

1299.500

 

Sundry Debtors

1318.100

1094.500

1083.700

 

Cash & Bank Balances

231.700

121.600

116.600

 

Other Current Assets

0.000

0.000

0.000

 

Loans & Advances

612.400

356.900

362.800

Total Current Assets

4138.400

3107.000

2862.600

 

 

 

 

Less : CURRENT LIABILITIES & PROVISIONS

 

 

 

 

Current Liabilities

1648.200

1301.900

1119.100

 
Provisions
493.300

398.500

318.500

Total Current Liabilities

2141.500

1700.400

1437.600

Net Current Assets

1996.900

1406.600

1425.000

 

 

 

 

MISCELLANEOUS EXPENSES

2.400

4.900

7.300

 

 

 

 

GRAND TOTAL

6262.800

4676.400

4184.100

 

 

 

PROFIT & LOSS ACCOUNT

 

PARTICULARS

 

31.03.2007

31.03.2006

31.03.2005

Sales Turnover

12901.300

10442.400

8897.700

Other Income

190.300

174.800

100.700

Stock Adjustments

270.400

166.000

126.400

Total Income

13362.000

10783.200

9124.800

 

 

 

 

Profit/(Loss) Before Tax

1539.800

1312.500

1061.800

Provision for Taxation

342.800

426.000

332.200

Profit/(Loss) After Tax

1197.000

886.500

729.600

 

 

 

 

Earnings in Foreign Currency :

 

 

 

 

Export Earnings

955.030

645.630

NA

 

Other Earnings

0.750

0.470

NA

Total Earnings

955.780

646.100

NA

 

 

 

 

Imports :

 

 

 

 

Raw Materials

1843.130

1256.380

NA

 

Capital Goods

35.750

10.600

NA

 

Others

169.120

96.520

NA

Total Imports

2048.000

1363.500

NA

 

 

 

 

Expenditures :

 

 

 

 

Raw Materials

5358.900

4039.200

3452.400

 

Excise Duty

1370.600

1380.200

1230.100

 

Power and Fuel Cost

136.300

401.200

97.400

 

Other Manufacturing Expenses

2278.000

1784.900

1466.800

 

Employee Cost

869.900

746.500

612.700

 

Selling and Administration Expenses

1098.000

867.900

735.700

 

Miscellaneous Expenses

316.400

235.200

158.900

 

Interest and financial Charges

91.40

37.800

39.100

 

Depreciation

302.700

274.800

269.900

Total Expenditure

11822.200

9767.700

8063.000

 

 

 

QUARTERLY RESULTS

 

PARTICULARS

 

30.06.2007

(1st Quarter)

30.09.2007

(2nd Quarter)

31.12.2007

(3rd Quarter)

Sales Turnover

3726.000

3705.000

3889.000

Other Income

58.000

67.000

98.000

Total Income

3784.000

3772.000

3987.000

Total Expenditure

2977.000

2986.000

3326.000

Operating Profit

807.000

786.000

661.000

Interest

17.000

32.000

51.000

Gross Profit

790.000

754.000

610.000

Depreciation

84.000

80.000

95.000

Tax

131.000

112.000

9.000

Reported PAT

580.000

563.000

409.000

 

 

KEY RATIOS

 

PARTICULARS

 

31.03.2007

31.03.2006

31.03.2005

Debt Equity Ratio

0.22

0.15

0.18

Long Term Debt Equity Ratio

0.13

0.09

0.09

Current Ratio

1.57

1.67

1.71

TURNOVER RATIOS

 

 

 

Fixed Assets

2.64

2.48

2.44

Inventory

7.35

7.37

7.58

Debtors

10.69

9.59

8.66

Interest Cover Ratio

17.85

35.72

28.16

Operating Profit Margin (%)

14.99

15.56

15.41

Profit Before Interest and Tax Margin (%)

12.64

12.93

12.37

Cash Profit Margin (%)

11.62

11.12

11.23

Adjusted Net Profit Margin (%)

9.28

8.49

8.20

Return on Capital Employed (%)

29.84

30.52

28.13

Return on Net Worth (%)

26.59

23.03

21.87

 

STOCK PRICES

 

Face Value

Rs. 10

High

Rs. 135.75

Low

Rs. 130.20

 

 

LOCAL AGENCY FURTHER INFORMATION

 

History

 

Subject was established as a partnership firm under the name and style of “Parekh Dyechem Industries”, in 1959 by Mr. B. K. Parekh and his two brothers, S. K. Parekh and H. K. Parekh.  It was converted into a private limited company in 1969. A group company Kondivita Industries was merged with the company in 1984.  Its name was changed to PDI Chemicals Limited in 1988.  In 1989, another group company, Pidilite Industries Limited was merged with PDI Chemicals, and the name of the merged entity was changed to Pidilite Industries.  Triveni Chemicals, another group company, was also merged with Pidilite in 1992.  While the Fevicol brand, launched in 1959, has been in existence for almost 40 years, the company’s consumer products division was set up in 1984, when the company decided to build up a strong distribution network.

 

The company has been a pioneer and market leader in the field of consumer and speciality chemicals in India, since its inception in 1959. The company’s proactive market – driven approach has given it a strong base between both consumer and industrial segments. The company has a wide range of products, which find application in construction, plastics, textiles, paper, leather, paints, engineering, nurtured over four decades. The company’s brand ‘Fevicol’ is a market leader in the synthetic adhesives market. The company has a diverse product range, a number of established brands and a large distribution network of dealers, retail outlets, offices and sales representatives spread throughout the country. The company has been awarded the status of Export House by the Government of India.

 

The company acquired the brand “Ranipal” along with the goodwill of the business, other assets and know-how from Indian Dyestuff Industries Limited in August 1999 for a consideration of Rs. 40 millions. Brands “M-Seal” and “Mr. Fixit” along with adhesives and sealants business of Mahindra Engineering and Chemical Products Limited, other assets and know-how were acquired in March 2000 for a consideration of Rs. 320 millions. During the year 1999-2000, the company issued bonus shares in ratio of 1:1.

 

During the year 2001, the company extended Ranipal brand to products such as stain removers and detergent enhances. The company had also plan to introduce a range of products for waterproofing as well as repairs and maintenance of buildings under the brand Dr. Fixit. The total capital expenditure incurred for modernization and upgradation of its plants were Rs. 299.800 millions. It has acquired the brands of Bullbond and Vitapon at a consideration of Rs. 66.400 millions from Parekh Marketing Limited. From the Kalva Chemicals Limited, the company has acquired Kalvyl, Tracol and Parvyl brands of Adhesives/Resins for a consideration of Rs. 16.900 millions.

 

Milestones

 

Year

Achievements

1959

Plants commissioned for Acron brand of pigment emulsion

1965

FEVICOL, established as carpenter’s preferred choice of synthetic adhesive

1973

First company in India to start production of violet pigment

1984

Consumer Products Division is born. Plans to set up a nation-wide distribution chain

1989

Fevicryl acrylic colours transform fabric and multi-surface painting market

1993

Pidilite makes a maiden public offering of equity shares

1995

Plants in Mumbai & Vapi acquire ISO 9001; plant at Mahad acquires ISO 9002 certification

1997

Fevicol ranked among the Top 15 Indian brands (by FE Brandwagon Year Book, 1997)

1999

"Ranipal", leading brand of optical whitener, acquired

2000

"M-Seal", leading brand of epoxy compounds, acquired

2000

Fevikwik “fish” commercial wins Golden ABBY for the best TV Commercial of the Century in India

2000

Fevicol campaign wins Silver ABBY for the Campaign of the Century in India

2001

Dr. Fixit range of Construction Chemicals launched

2002

"Steelgrip", leading brand of PVC insulation tape in India, acquired

2002

At the 2002 Cannes Awards, considered to be the Oscar of the advertising world, Fevicol 'Bus' TV commercial wins a Silver in the category for Household Maintenance Products

 

The company’s proactive market driven approach has given it a strong base among both consumer and industrial segments. The company has a wide range of products, which find application in construction, plastics, textiles, paper, leather, paints, engineering, nurtured over four decades. The company’s brand, Fevicol, is a market leader in synthetic adhesives market. The company has a diverse product range, a number of established brands and a large distribution network of dealers, retail outlets, offices and sales representatives spread throughout the country.

 

Its product range includes:

 

·         Fevicryl Exotica

·         Acrylic Colours (Fabric)

·         Fevicryl Fabric Glue

·         Window Colours

·         Acrylic Colours for Canvas

·         Fevicryl Puff Ons

·         Fevicryl Silk Colours

 

The company has participated in international exhibitions in Bangladesh, Singapore, USA, Spain and Germany to enhance export of products. 

 

The company exports its products to Europe, USA, Canada, Latin America, Australia, New Zealand, South East Asia, SAARC Countries and Africa.

 

The company's manufacturing process include:-

 

·         Different polymerization techniques such as emulsion polymerization, suspension polymerization, solution polymerization.

·         A wide range of chemical synthesis steps like nitration, reduction, ethylation, chlorination, sulfonation and coupling-diazotization.

 

·         Specialized physical process such as pigmentation, dispersion, size reduction, etc.

 

Awards

 

·         The Company won the Special Gold Award for the Best Continuing Campaign.

·         The Fevicol “Pretender” TV Commercial won ABBY Silver in the Homes/Décor/Leisure Category.

 

 

The company is in trade terms with:

 

·         Alpack Paper Packaging Private Limited

·         Bago Cans Private Limited

·         Bharat Metal Industries

·         Shetty Plast Private Limited

·         The Bharat Vijay Iron Factory

·         Nova Plast Industries Private Limited

·         Poonam Plastic Industries

·         Jamuna Plast Private Limited

·         Nayakem Organics Private Limited

·         Vallabh Industries

·         Modern Packaging

 

Fixed Assets

 

 

Management Discussion and Analysis

 

Subject on a stand-alone basis achieved 23.50% growth in gross sales in 2006-07. The profit before Tax grew by 17.30% and profit after tax grew by 32.30% in the same period. Profit before tax grew at a slower rate due to continued high prices of some raw materials and increased spends on advertisement and brand building activities to increase consumption of their products.

 

On a consolidated basis, subject achieved 31.30% growth in gross sales, 13.20% growth in profit before tax and 26.60% growth in profit after tax.

 

Performance by Industry Segment

 
Branded consumer and Bazaar Products contributed to 76% of the total sales of the company and grew by 23.50% during the year.

 

Sales of branded Adhesives and Sealants grew by 22.10% and contributed 54% to the total sales of the company. Construction and Paint Chemicals grew by 24.80% and Art Materials and other products grew by 34.50%. Exports of consumer and Bazaar Products grew by 60.10% during the year. Most Brands in consumer and bazaar segment maintained or improved their market share.

 

Speciality Industrial Chemicals contributed 245 to the total sales of the company and grew by 23.60%.

 

 

Internal Business and Exports

 
Exports of consumer and Bazaarf Products grew by 60.10% to Rs. 509.000 million. Exports of Speciality Chemicals grew by 33.30% to Rs. 459.000 millions.

 

The Company continued to make good progress in Middle East, Africa and South Asia with brand Fevicol gaining market share in several countries in these regions.

 

During 2006-07 the Company received permission for opening offices in South Africa, Kenya and Ghana. This will facilitate the company to appoint distributors and sell its products practically all over the Africa.

 

Progress was made towards establishing distribution network in Indonesia. Distributors were appointed in all major parts of the country.

 

Mergers and Acquisitions

 

Pidilite USA, Inc., a wholly-owned subsidiary of the Company acquired brands and busienss of Sargent Art Inc. and Cyclo LLC in June 2006.

 

Sargent Art has been manufacturing and selling quality Art Materials in Educational Market in USA for over 50 years. The product range includes tempera colours, acrylic colours, water-colours, crayons, markers and number of other high quality products for Educational market.

 

Cyclo has been selling automotive chemicals in USA and international market for over 50 years. The product range includes maintenance chemicals, performance chemicals and appearance chemicals for automotive segment.

 

The company acquired controlling equity in Pagel Concrete Technologies Private Limited in India. This Company is having technical and financial collaboration with Pagel Seezial-Benton GMBH and company KG. Pagel is an internationally known brand for industrial grouts and repair mortars.

 

New Products 

 

The Company introduced various new products during the year.

 

Adhesives and sealants range was expanded with introduction of marble glue and wood re-inforced adhesive under brand name Fevicol, fast setting epoxy adhesive under the brand name Fevitite Super Fast, new generation adhesive under the brand name Cheetah Glue, easy to use sealant under the brand name Dr. Fixit Gapfill and masking tape under the brand name US-Pro. In addition to this, several adhesives for wood working and related applications were introduced for international market.

 

The construction chemicals range continued to grow with introduction of several products including a waterproofing coating for terrace under the brand name Newcoat, a waterproof decorative wall coating under the brand name Raincoat and a heat reducing exterior coating under the brnad name Heatshield.

 

Several new products were added to the hobby and art material range and car care range.

 

Financial performance

 

The Operating Profit for the year (before VRS payment of Rs. 2.400 millions) at Rs. 1907.600 millions, grew by 18.90% Net Profit at Rs. 1199.300 millions, after Prior Year Tax provision written back of Rs. 2.300 million, grew by 32.30%.

 

Income Tax for the current year is lowers at Rs. 308.900 million (including Rs. 20.100 millions for fringe Benefit Tax) as against Rs. 409.000 millions in the previous year.

 

 

 

 

Subsidiaries

 

Pagel Concrete Technologies Private Limited (Pagel):

 

The Company acquired 75% Equity stake in this Company at a cost of Rs. 6.400 millions and loan contribution of Rs. 3.500 millions. Pagel is an existing Company incorporated in India in technical and financial collaboration with PAGEL SPEZIA-BETON GMBH & CO. KG, Germany and engaged in the business of grouts and special mortars.

 

 

Pidilite USA, Inc (PIL Inc.)

 

The company was incorporated on 12.05.2006 in Delaware, USA and acquired the business and assets relating to art material and car care products from two existing companies in USA in June 2006, having combined annual sales turnover of US $ 19 millions. The cost of acquisition in US $ 12 millions.

 

 

Pidilite Innovation Centre Private Limited (PICPL)

 

Pidilite International Private Limited, Singapore as a wholly owned subsidiary of the /company has incorporated PICPL, a subsidiary in Singapore on 20.12.2006 to carry out Research, Development and related activities.

 

With the above acquisitions now the Company has 4 direct Overseas Subsidiaries one each in Singapore (Pidilite International Private Limited) in UAE (Pidilite Middle East Limited) in Brazil (Pidilite Do Brasil Desenvolvemento De Negocios Limited) and in USA (Pidilite USA, Inc.)

 

These subsidiaries have total 6step –down subsidiaries viz. Chemson Asia Private Limited (Singapore), Jupitor chemicals LLC (Dubai), Pidilite Speciality Chemicals Bangladesh Private Limited (bangladesh), Bamco Limited (Thailand), PT Pidilite Indonesia (Indonesia), Pidilite Innovation Centre Private Limited (Singapore)

 

The total investments during the year by our Company in all Overseas Subsidiaries exceeded US $ 16.70 millions.

 

A statement pursuant to Section 212 of the Companies is attached hereto.

 

Consolidated Accounts

 

In accordance with the requirements of Accounting Standards AS 21 (read with AS 23) issued by the Institute of Chartered Accountants of India, the consolidated Accounts of the Company and its twelve subsidiaries are annexed to this Annual Report. Additionally, a statement giving prescribed particulars of information, in aggregate for each subsidiary, is attached.

 

Industry Structure and Development

 

There is no change in the industry structure as was reported in the last year.

 

The company operates under two major business segments i.e. Branded consumer and Bazaar Products and Speciality Industrial Chemicals.

 

Products such as Adhesives, Sealants, Art Materials, construction and Paint Chemicals are covered under branded Consumer and Bazaar Product Segment. These products are widely used by carpenters, painters, plumbers, mechanics, households, students, offices, etc.

 

Speciality Industrial chemicals segment covers products such as Industrial Adhesives, Synthetic Resins, Organic Pigments, Pigment Preparations, Surfactants, etc and caters to various industries like packaging, textiles, paints, printing inks, paper, leather, etc.

 

In both the above business segments, there are a few medium to large companies with national presence, and a large number of small size companies that are active regionally.  There is growing presence of multinationals in many of the segments in which we operate. The share of imports is less than 10% of domestic volumes in most of the product segments.

 

Vinyl Chemicals (India) Limited (VCIL)

 

The company is a principal promoter of VCIL and has made strategic investment in VCIL.

 

The Company was approached by a Review Committee appointed by the Board of Directors of VCIL for support in the task of restructuring VCIL’s operations which had resulted into losses for 5 consecutive quarters till 31.12.2006

 

The Board of Directors of this Company had therefore appointed a Special Committee to examine all relevant aspects as also explore possible remedial measures. The Special Committee took a view that VAM manufacturing plant of VCIL is of strategic importance to the Company and that there is good probability of VAM manufacturing unit becoming profitable sometime during the year 2008. The Committee therefore recommended to the Board of Directors of this Company that VCIL’s manufacturing division at Mahad be demerged into this Company.

 

Social Responsibility

 

Hanumant Hospital

 

In its first year of operation, the hospital has treated over 63,000 outpatients, performed over 1,500 surgeries and handled around 180 successful maternity cases.

 

The hospital conducts regular medical camps at various rural locations. Visiting specialists of different disciplines provide services at these camps. In order to provide medical services to villagers at their doorstep, three Arogya Kendras have been opened in villages.

 

Sanjeevani health scheme operated by the hospital provides comprehensive health care to low-income families on payment of nominal annual fees. The hospital is also a Government recognized center for DOTS programme for TB Patients, PPTCT for HIV patients, MTP and Vaccination Center.

 

Gram Nirman Samaj

 

Construction and repair of Check Dams have been undertaken. More than 100 small and medium projects have been undertaken relating to water conservation and water shed development. These projects involve construction of new check Dams, repair and renovation of old check Dams, Digging and deepening of ponds, repair and renovation of village ponds and percolation tanks. These activities have resulted in continuous improvement of water table and good crop yields.

 

Constructed 1,430 individual toilets in 10 villages of Mahuva Taluka. These 10 villages are declared as Nirmal Gram entitled for Rashtrapati Puraskar. Also constructed 40 school sanitation blocks and 103 Anganwadi sanitation blocks in rural area.

 

Education 

 

Shree Mahuva Education Trust runs Arts, Science, commerce and computer Science colleges. About 1,300 students are studying in these Colleges. During the year construction work has commenced for library building and BBA college building.

 

Science City

 

A Science city is being established with the main objective of encouraging scientific temper and spirit of enquiry amongst young children and to stimulate them to think freely and achieve their potential. The Science City, which is being built at a cost of Rs. 30.000 millions, will provide facilities for scientific experiments and will also have a library as well as computer facilities.

 

During the year the Company has donated approximately Rs. 95.000 millions to Hanumant Seva Medicare Trust and has committed to donate Rs. 15.000 millions during 2007-08 to the Science City Project in Bhavnagar.

 

 


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.40.05

UK Pound

1

Rs.78.75

Euro

1

Rs.59.39

 

 

 

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