MIRA
INFORM REPORT
|
Report Date : |
03.07.2008 |
IDENTIFICATION
DETAILS
|
Name : |
SPENCER’S RETAIL LIMITED |
|
|
|
|
Formerly Known As : |
GREAT WHOLESALE
CLUB LIMITED |
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|
Registered Office : |
Spencer Plaza, IV Floor, 769, Anna Salai, Chennai-600002, Tamilnadu |
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Country : |
India |
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Financials (as on) : |
31.03.2007 |
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Date of Incorporation : |
22.11.2000 |
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Com. Reg. No.: |
18-46165 |
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CIN No.: [Company
Identification No.] |
U51229TN2000PLC046165 |
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|
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|
TAN No.: [Tax
Deduction & Collection Account No.] |
CHEG02391E |
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PAN No.: [Permanent
Account No.] |
AABCG3443R |
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|
Legal Form : |
A Closely Held Public Limited Liability Company |
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Line of Business : |
Retailer of food, appear, fashion, electronics, lifestyle products,
music and books. |
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 25000000 |
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|
Status : |
Good |
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Payment Behaviour : |
Regular |
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Litigation : |
Clear |
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Comments : |
Subject is a retail chain outlet promoted by RPG Group. Trade
relations are fair. Business is active. Company’s profitability is under pressure.
Payments are however reported as usually correct and as per commitments. The company can be considered good for normal business dealings. |
LOCATIONS
|
Registered Office : |
Spencer Plaza, IV Floor, 769, Anna Salai, Chennai-600002, Tamilnadu,
India |
|
Tel. No.: |
91-44-28493611 |
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Fax No.: |
91-44-28490690 |
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E-Mail : |
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Website : |
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Corporate Office : |
1st Floor, 31, Duncan House, Kolkata-700001, West Bengal,
India |
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Tel. No.: |
91-33-44115600 |
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Fax No.: |
91-33-22318761/ 62 |
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E-Mail : |
DIRECTORS
|
Name : |
Mr. Sumantra Banarjee |
|
Designation : |
Director |
|
Address : |
2C, Alipore Avenue, Kolkata-700027, West Bengal, India |
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Date of Birth/Age : |
31.12.1949 |
|
Date of Appointment : |
31.03.2006 |
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Name : |
Mr. Rajendra Jha |
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Designation : |
Additional Director |
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Address : |
P-6, Dobson Lane, Howrah-711101, West Bengal, India |
|
Date of Birth/Age : |
13.05.1950 |
|
Date of Appointment : |
18.04.2007 |
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|
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|
Name : |
Mr. Subhasis Mehta |
|
Designation : |
Additional Director |
|
Address : |
14, Olai Chandi Road, Chitpur-700037, Kolkata, West Bengal |
|
Date of Birth/Age : |
03.04.1953 |
|
Date of Appointment : |
18.04.2007 |
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|
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|
Name : |
Mr. Ashok Goyal |
|
Designation : |
Director |
|
Address : |
41-Land Mark, 175-Carter Road, Bandra (west), Mumbai-400050,
Maharashtra, India |
|
Date of Birth/Age : |
16.12.1950 |
|
Date of Appointment : |
21.01.2008 |
MAJOR SHAREHOLDERS
/ SHAREHOLDING PATTERN
|
List of Allotees |
|
No. of Shares
Alloted |
|
Pathik Foods Private Limited |
|
4031327 |
|
Adapt Investments Limited |
|
1 |
|
Adon Investments Limited |
|
1 |
|
Trade Apartments Limited |
|
1 |
|
Yield Investments Private Limited |
|
1 |
|
Petrochem International Limited |
|
1 |
|
Off-Shore India Limited |
|
1 |
|
Lend Lease Company (India) Limited |
|
54960 |
|
Madhusudan Kela |
|
274801 |
|
Anand Kumar Gupta |
|
219841 |
|
Rajendra K. Mishra |
|
82440 |
|
Sanjay Kothari (HUF) |
|
43968 |
|
Sailesh Raj Bhan |
|
5496 |
|
Imran S Contractor |
|
5496 |
|
Omprakash Kuckian |
|
5496 |
|
Manoj Manekji Dand |
|
5496 |
|
Ashwani Kumar |
|
5496 |
Equity Share Breakup (Percentage of Total Equity)
As on 30.09.2007
|
Category |
|
Percentage |
|
Bodies corporate (not mentioned above) |
|
97.00 |
|
Others |
|
3.00 |
|
Total |
|
100.00 |
BUSINESS DETAILS
|
Line of Business : |
Retailer of Food, appear, fashion, electronics, lifestyle products,
music and books. |
|
|
|
|
Products : |
|
GENERAL
INFORMATION
|
Bankers : |
ICICI Bank Limited, Landkarkrace Cource Circle, Alkapuri,
Baroda-390015, Gujarat, India |
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|
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Banking
Relations : |
Satisfactory |
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Auditors : |
|
|
Name : |
S.R Batliboi and Company Chartered Accountant |
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Address : |
22, Cmac Street, Kolkata-700016, West Bengal, India |
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|
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|
Name : |
Price Waterhouse Chartered Accountant |
|
Address : |
32, Khader Nawaz Khan Road, Numgambakkam-600006, Chennai, Tamilnadu,
India |
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|
|
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Holding Company : |
CESC Limited L314901WB1978PLC031411 Rainbow Investments Limited U65993MH1988PLC047215 |
CAPITAL STRUCTURE
As on 26.12.2007
Authorised Capital :
|
No. of Shares |
Type |
Value |
Amount |
|
30000000 |
Equity Shares |
Rs. 10/- each |
Rs. 300.000 Millions |
Issued, Subscribed & Paid-up Capital :
|
No. of Shares |
Type |
Value |
Amount |
|
26012113 |
Equity Shares |
Rs. 10/-
each |
Rs. 260.121
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 |
260.121 |
206.068 |
146.502 |
|
|
2] Share Application Money |
0.000 |
62.500 |
0.000 |
|
|
3] Reserves & Surplus |
1158.447 |
228.999 |
0.000 |
|
|
4] (Accumulated Losses) |
[590.107] |
[66.716] |
[175.046] |
|
|
NETWORTH |
828.461 |
430.851 |
[28.544] |
|
|
LOAN FUNDS |
|
|
|
|
|
1] Secured Loans |
873.018 |
172.874 |
164.422 |
|
|
2] Unsecured Loans |
0.000 |
98.500 |
90.000 |
|
|
TOTAL BORROWING |
873.018 |
271.374 |
254.422 |
|
|
DEFERRED TAX LIABILITIES |
0.000 |
0.000 |
0.00 |
|
|
Stock Option Outstanding |
8.581 |
0.000 |
0.000 |
|
|
|
|
|
|
|
|
TOTAL |
1710.060 |
702.225 |
225.878 |
|
|
|
|
|
|
|
|
APPLICATION OF FUNDS |
|
|
|
|
|
|
|
|
|
|
|
FIXED ASSETS [Net Block] |
1025.023 |
477.228 |
169.107 |
|
|
Capital work-in-progress |
213.563 |
103.507 |
10.190 |
|
|
|
|
|
|
|
|
INVESTMENT |
10.120 |
0.100 |
0.000 |
|
|
DEFERREX TAX ASSETS |
0.000 |
0.000 |
0.000 |
|
|
|
|
|
|
|
|
CURRENT ASSETS, LOANS & ADVANCES |
|
|
|
|
|
|
Inventories |
608.643
|
365.037 |
73.054 |
|
|
Sundry Debtors |
117.286
|
66.050 |
13.444 |
|
|
Cash & Bank Balances |
219.976
|
70.446 |
30.995 |
|
|
Other Current Assets |
0.929
|
0.138 |
0.595 |
|
|
Loans & Advances |
592.951
|
300.501 |
75.545 |
|
Total
Current Assets |
1539.785
|
802.172 |
193.633 |
|
|
Less : CURRENT
LIABILITIES & PROVISIONS |
|
|
|
|
|
|
Current Liabilities |
1060.672
|
668.421 |
145.118 |
|
|
Provisions |
17.759
|
12.361 |
1.934 |
|
Total
Current Liabilities |
1078.431
|
680.782 |
147.052 |
|
|
Net Current Assets |
461.354
|
121.390 |
46.581 |
|
|
|
|
|
|
|
|
MISCELLANEOUS EXPENSES |
0.000 |
0.000 |
0.000 |
|
|
|
|
|
|
|
|
TOTAL |
1710.060 |
702.225 |
225.878 |
|
PROFIT & LOSS
ACCOUNT
|
PARTICULARS |
31.03.2007 |
31.03.2006 |
31.03.2005 |
|
|
|
|
|
|
|
|
Sales Turnover |
4966.909 |
2705.065 |
1310.390 |
|
|
Other Income |
195.365 |
110.290 |
64.864 |
|
|
Total Income |
5162.274 |
2815.355 |
1375.254 |
|
|
|
|
|
|
|
|
Profit/(Loss) Before Tax |
[515.960] |
[151.635] |
[90.626] |
|
|
Provision for Taxation |
0.000 |
0.000 |
0.000 |
|
|
Profit/(Loss) After Tax |
[515.960] |
[151.635] |
[90.626] |
|
|
|
|
|
|
|
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Expenditures : |
|
|
|
|
|
|
Purchases made for re-sale |
4203.654 |
2295.685 |
1177.166 |
|
|
Salaries, Wages, Bonus, etc. |
378.138 |
187.710 |
74.840 |
|
|
Payment to Auditors |
5.392 |
2.731 |
0.715 |
|
|
Interest |
38.071 |
18.346 |
15.093 |
|
|
Insurance Expenses |
6.593 |
2.348 |
1.246 |
|
|
Power & Fuel |
118.415 |
51.080 |
20.220 |
|
|
Depreciation & Amortization |
93.948 |
36.440 |
23.514 |
|
|
Other Expenditure |
834.023 |
372.650 |
153.086 |
|
Total Expenditure |
5678.234 |
2966.990 |
1465.880 |
|
KEY RATIOS
|
PARTICULARS |
|
31.03.2007 |
31.03.2006 |
31.03.2005 |
|
PAT / Total Income |
(%) |
[9.99]
|
[5.39] |
[5.22] |
|
|
|
|
|
|
|
Net Profit Margin (PBT/Sales) |
(%) |
[10.39]
|
[5.61] |
[6.92] |
|
|
|
|
|
|
|
Return on Total Assets (PBT/Total Assets} |
(%) |
[40.79]
|
[11.85] |
[24.98] |
|
|
|
|
|
|
|
Return on Investment (ROI) (PBT/Networth) |
|
[0.62]
|
[0.35] |
[3.17] |
|
|
|
|
|
|
|
Debt Equity Ratio (Total Liability/Networth) |
|
2.36
|
2.21 |
[14.07] |
|
|
|
|
|
|
|
Current Ratio (Current Asset/Current Liability) |
|
1.43
|
1.17 |
1.32 |
LOCAL AGENCY
FURTHER INFORMATION
Bankers Charges
Report as per Registry
|
This form is for |
Creation of
charge |
|
Corporate
identity number of the company |
U51229TN2000PLC046165 |
|
Name of the
company |
Great Wholesale
Club Limited |
|
Address of the
registered office or of the principal place of business in India of the company |
Spencer Plaza, Iv Floor, 769, Anna Salai, Chennai-600002, Tamilnadu,
India |
|
Type of charge |
Book Debts Movable Property |
|
Particular of
charge holder |
ICICI Bank Limited, Landkarkrace Cource Circle, Alkapuri,
Baroda-390015, Gujarat, India |
|
Nature of
description of the instrument creating or modifying the charge |
Deed of Hypothecation
dated 4 December 2006 executed by Spencer’s Retail Limited (Formerly – Great
Wholesale Club Limited) (“Borrower”) in favour of ICICI Bank Limited
(“Lender”) |
|
Date of
instrument Creating the charge |
04.12.2006 |
|
Amount secured by
the charge |
Rs. 750.000
Millions |
|
Brief particulars
of the principal terms an conditions and extent and operation of the charge |
Rate of Interest In terms of the
Facility Agreement dated 4 December 2006 executed between Spencer’s Retail
Limited ( Formerly Great Wholesale Club Limited) (“Company”) and ICICI Bank
Limited (“Bank”) The rate of
interest for each interest period shall be the % rate per annum, which is the
aggregate of the appliances: a)
PLR; and b)
Margin; and c)
Term Premium Terms of
Repayment In term of the
Facility Agreement 4 December 2006 executed between Spencer’s Retail Limited
(Formerly Great Wholesale Club Limited) (“Company”) and ICICI Bank Limited
(“Bank”) The borrower
shall repay the Loans outstanding at the end of the Availability Period in
twenty equal quarterly repayment installments. One Repayment Installment
falling due on each Repayment date. Margin In term of the
Facility Agreement 4 December 2006 executed between Spencer’s Retail Limited (Formerly
Great Wholesale Club Limited) (“Company”) and ICICI Bank Limited (“Bank”) a)
Until 18 month from the first drawdonwn date,
(-) 4.75% per annum, and b)
(-) 1.75%,
per annum thereafter Extent and
Operation of the charge In consideration
of the Bank having agreed to lend and advance to the Company the facility,
agreement and declaration by the company, inter alia, as follows: Covenant by the
Company that the Company shall not be in breach of any term, convenant,
representation or warrenty contained in the facility Agreement dated 4
December 2006 executed between Spencer’s Retail Limited (Formerly Great
Wholesale Club Limited) (“Company”) and ICICI Bank Limited (“Bank”) |
|
Short particulars
of the property charged |
A First charge on
all the current assets and movable assets ( tangible and intangible, present
and future) of the Borrower and on all the receivables of the borrower
arising out of, pursuant to or under the Merchant Establishment
Agreements ( including the Credit Receivables Accountant) save and except any
assets situated in or any such receivables arising from, the Hyper Stores of
the borrower situated at Vishkapatnam, Hyderabad and Malad ( Mumbai) |
|
Name of the company |
M/s Great
Wholesale Club Limited |
||||||||
|
Presented By |
M/s Sundaram
Finance Limited, No. 21, Patullos Road, Chenai-600002 |
||||||||
|
1) Date and description of instrument creating the change |
Loan Agreement
Dated 12.12.2005 Cont No. AC-3329 |
||||||||
|
2) Amount secured by the charge/amount owing on the securities of charge |
Total Repayable
Amount Rs. 0.637 Million Finance Amount
Rs. 0.565 Million Interest Rs.
0.072 Million |
||||||||
|
3) Short particular of the property charged. If the property acquired is subject to charge, date of the acquired of the property should be given |
On the security
fo 1. No. 2005- Model- Hyndai-Accent E. No. G4ED5M129519CH No. MALCJ41CR5M144595M |
||||||||
|
4) Gist of the terms and conditions and extent and operation of the charge. |
Rs. 0.637 Million
repayable in 36 Monthly installments ad under.
|
||||||||
|
5) Name and Address and description of the person entitled to the charge. |
M/s Sundaram Finance
Limited, No. 21, Patulos Road, Chennai-600002 |
||||||||
|
6) Date and brief description of instrument modifying the charge |
N.A |
||||||||
|
7) Particulars of modifications specifying the terms and conditions or the extent of operations of the charge in which modification is made and the details of the modification. |
N.A |
AS PER WEBSITE
Profile:
RPG Enterprises, established in 1979, is one of India’s fastest growing
business groups with a turnover touching USD $3.25 billion. The group has more than
twenty companies managing diverse business interests in the areas of Power,
Transmission, Technology, Retail and Entertainment.
Wide-ranging businesses, growing returns and a reputation to reckon,
makes working with RPG an enriching experience. Where entrepreneurial skills
are valued, excellence is the by-word, and performance is a pre-requisite.
Management
The RPG Management Board is the backbone of the conglomerate. Its members are highly
qualified professionals, well experienced in their respective fields.
Beyond Business
RPG is a socially responsible organization; believing in giving back to
the community what it has gained from it. The group regularly contributes
toward the welfare of various social groups and is involved in promoting social
activities in the field of sports and arts.
Profile
Spencer’s Retail is growing retail stores with multiple formats and retailing food,
apparel, fashion, electronics, lifestyle products, music and books. Established
in 1996, Spencer’s has become a popular destination for shoppers in India with
supermarkets, hypermarkets and dailies spread all over India.
Operations
Spencer’s has retail footage of over 2 million square feet and over 400
Subject’s stores in 65 cities.
The company operates through the following formats:
Subject’s Hypermarkets: a fast growing
retail network of hypermarkets with large format stores in Mumbai, Gurgaon,
Ghaziabad, Lucknow, Calicut, Hyderabad, Vizag, Vijayawada, Aurangabad Durgapur
and Kolkata.
Spencer’s Super: one of the
largest supermarket chains in the food and grocery segment in India.
Spencer’s Daily: small format
stores conveniently located with a range of products to meet the daily
household needs.
Subject’s Express : the food
and grocery store next door
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.43.34 |
|
UK Pound |
1 |
Rs.86.53 |
|
Euro |
1 |
Rs.68.54 |
SCORE & RATING
EXPLANATIONS
|
SCORE FACTORS |
RANGE |
POINTS |
|
HISTORY |
1~10 |
7 |
|
PAID-UP CAPITAL |
1~10 |
8 |
|
OPERATING SCALE |
1~10 |
4 |
|
FINANCIAL CONDITION |
|
|
|
--BUSINESS SCALE |
1~10 |
8 |
|
--PROFITABILIRY |
1~10 |
3 |
|
--LIQUIDITY |
1~10 |
7 |
|
--LEVERAGE |
1~10 |
7 |
|
--RESERVES |
1~10 |
8 |
|
--CREDIT LINES |
1~10 |
8 |
|
--MARGINS |
-5~5 |
-- |
|
DEMERIT POINTS |
|
|
|
--BANK CHARGES |
YES/NO |
YES |
|
--LITIGATION |
YES/NO |
NO |
|
--OTHER ADVERSE INFORMATION |
YES/NO |
NO |
|
MERIT POINTS |
|
|
|
--SOLE DISTRIBUTORSHIP |
YES/NO |
NO |
|
--EXPORT ACTIVITIES |
YES/NO |
NO |
|
--AFFILIATION |
YES/NO |
YES |
|
--LISTED |
YES/NO |
NO |
|
--OTHER MERIT FACTORS |
YES/NO |
YES |
|
TOTAL |
|
60 |
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. |
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 |
|