MIRA INFORM REPORT

 

 

 

Report Date :

28.06.2008

 

IDENTIFICATION DETAILS

 

Name :

SWAN MILLS LIMITED

 

 

Registered Office :

15, Tokersey Jivraj Road, Sewree, Mumbai - 400015, Maharashtra, India 

 

 

Country :

India

 

 

Financials (as on) :

31.03.2007

 

 

Date of Incorporation :

22.02.1909

 

 

Com. Reg. No.:

000294

 

 

CIN No.:

[Company Identification No.]

L17100MH1909PLC000294

 

 

TAN No.:

[Tax Deduction & Collection Account No.]

MUMS37252F

 

 

PAN No.:

[Permanent Account No.]

AABCS7890Q

 

 

Legal Form :

A Public Limited Liability Company. The Company’s Shares are Listed on the Stock Exchange.

 

 

Line of Business :

Manufacture of Cotton and Polyester Sarees and Shirtings

 

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 1700000

 

 

Status :

Satisfactory

 

 

Payment Behaviour :

Regular

 

 

Litigation :

Clear

 

 

Comments :

Subject is a well established and reputed company having satisfactory track. Trade relations are fair. Business is active. Payments are reported as usually correct and as per commitments.

 

The company can be considered normal for business dealings at usual trade terms and conditions.

 

 

LOCATIONS

 

Registered Office/ Factory :

15, Tokersey Jivraj Road, Sewree, Mumbai - 400015, Maharashtra, India 

Tel. No.:

91-22-24139092/3216/24145832

Fax No.:

91-22-24145831

E-Mail :

swan@swan.co.in

Website :

http://www.swan.co.in

 

 

Corporate Office :

2nd Floor, Felthem House, J. N. Herdia Marg, Ballard Estate, Mumbai - 400 001

 

 

DIRECTORS

 

Name :

Mr. Navinbhai C. Dave

Designation :

Chairman

 

 

Name :

Mr. Nagardas H. Panchal

Designation :

Director

 

 

Name :

Mr. Shobhan I. Diwanji

Designation :

Director

 

 

Name :

Mr. Rajat Kumar Dasgupta

Designation :

Director

 

 

Name :

Mr. Pitamber S. Teckchandani

Designation :

Director

 

 

Name :

Mr. Dhiren M. Desai

Designation :

Director

 

 

Name :

Mr. Gopal N. Dave

Designation :

Director

 

 

Name :

Dr. Suresh P. Dalal

Designation :

Director

 

 

Name :

Mr. Paresh V. Merchant

Designation :

Director

 

 

Name :

Mr. Nikhil V. Merchant

Designation :

Managing Director

 

 

Name :

Mr. Dhiren M Desai

Designation :

Additional Director

 

 

Name :

Mr. Rajat Kumar Dasgup

Designation :

Additional Director

 

 

MAJOR SHAREHOLDERS / SHAREHOLDING PATTERN

 

(AS ON 31.03.2007)

Names of Shareholders

No. of Shares

Percentage of Holding

 

 

 

Promoters & associates

78100429

82.21

Mutual funds and DTI

0

00.00

Banks, Fin. Institutions

55050

00.06

Others

16844521

17.73

 

 

 

Total

95000000

100.00

 

 

BUSINESS DETAILS

 

Line of Business :

Manufacture of Cotton and Polyester Sarees and Shirtings

 

 

GENERAL INFORMATION

 

Bankers :

HDFC Bank

 

 

Facilities :

SECURED LOAN AS ON (31.03.2007 Rs. in Millions)

 

From banks and others :

 

(a) HDFC

1146.877

(b) Vehicle Loans

(Repayable within one year Rs.0.253 Millions)

0.569

 

 

Total

1147.446

 

Notes :

(a) Secured by mortgage of properties financed i.e. land at Sewri and Kurla and present and future construction thereon.

(b) Secured by hypothecation of vehicle.

 

UNSECURED LOAN

 

From Others

150.000

 

 

Total

150.000

 

 

 

Banking Relations :

Satisfactory

 

 

Auditors :

 

Name :

V. R. Renuka and Company

Chartered Accountants

 

 

 

CAPITAL STRUCTURE

 

(AS ON 31.03.2007)

 

Authorised Capital :

No. of Shares

Type

Value

Amount

 

 

 

 

15000

11% Cumulative Redeemable Preference Shares

Rs.100/-each

Rs.1.500 Millions

10000

11% Cumulative Preference Shares

Rs.100/-each

Rs.1.000 Million

95000000

Equity Shares

Rs.2/- each

Rs.190.000 Millions

 

 

 

 

 

Total

 

Rs.192.500 Millions

 

Issued, Subscribed & Paid-up Capital :

No. of Shares

Type

Value

Amount

 

 

 

 

9250

11% Cumulative Redeemable Preference Shares

Rs.100/-each

Rs.0.925 Million

5000

11% Cumulative Preference Shares

Rs.100/-each

Rs.0.500 Million

95000000

Equity Shares

Rs.2/- each

Rs.190.000 Millions

 

 

 

 

 

Total

 

Rs.191.425 Millions

 

Of the above, the following Shares were allotted for consideration other than cash:

 

1) 200000 Equity Shares of Rs.2 each fully paid up pursuant to a contract. (Previous year 4,000 Equity Share of Rs.100 each)

 

2) 6620000 Equity Shares allotted as fully paid up Bonus Shares by way of Capitalisation of Reserves.

 

(132400 Equity Share of Rs.100 each)

 

3) 9250 11% Cumulative Redeemable Preference Shares of Rs.100 each fully paid up and 20,00,000 Equity Shares of Rs.2 each (40,000 Equity share of Rs.100 each) fully paid up in terms of the Scheme of Amalgamation of the Jubilee Mills Limited with the Company.

 

4) 2480800 Equity Shares of Rs.2 each (49,600 Equity Share of Rs.100 each) fully paid up in terms of the Scheme of Amalgamation of the Coorla Spg. and Wvg. Company Limited with the Company.

 

5) 5000 11% Cumulative Preference Shares of Rs.100 each fully paid up shares and 4,50,000 Equity Shares of Rs.2 each (9,000 Equity share of Rs.100 each) fully paid up in terms of the Scheme of Amalgamation of Basanti Cotton Mills Ltd. with the Company.

 

6) 82920000 Equity Shares of Rs.2 (16,58,400 Equity share of Rs.100 each) fully paid up issued in lieu of conversion of Subordinated Unsecured Loans brought in by Promoters and Associates in terms of BIFR Orders.

 

(*) 9250 11% Cumulative Preference Shares of Rs.100 each fully paid up of the face value of Rs.0.925 Million were to be redeemed not later than 15 years from the date of issue i.e. 6th October, 1991.

 

 

 

 

 

 

 

 

 

 

 

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

191.425

191.425

191.400

2] Share Application Money

0.000

0.000

0.000

3] Reserves & Surplus

148.022

135.342

127.800

4] (Accumulated Losses)

0.000

0.000

0.000

NETWORTH

339.447

326.767

319.200

LOAN FUNDS

 

 

 

1] Secured Loans

1147.446

1115.124

1019.800

2] Unsecured Loans

150.000

0.080

0.100

TOTAL BORROWING

1297.446

1115.204

1019.900

DEFERRED TAX LIABILITIES

1.255

1.389

0.000

 

 

 

 

TOTAL

1638.148

1443.360

1339.100

 

 

 

 

APPLICATION OF FUNDS

 

 

 

 

 

 

 

FIXED ASSETS [Net Block]

9.169

6.229

18.900

Capital work-in-progress

0.000

3.969

0.000

 

 

 

 

INVESTMENT

0.000

39.328

0.000

DEFERREX TAX ASSETS

0.000

0.000

0.000

 

 

 

 

CURRENT ASSETS, LOANS & ADVANCES

 

 

 

 

Inventories

2165.617

1440.959

1219.600

 

Sundry Debtors

4.594

13.157

0.600

 

Cash & Bank Balances

160.623

45.480

49.800

 

Other Current Assets

0.000

0.000

0.000

 

Loans & Advances

340.295

162.125

137.100

Total Current Assets

2671.129

1661.721

1407.100

Less : CURRENT LIABILITIES & PROVISIONS

 

 

 

 

Current Liabilities

1042.150

267.887

86.900

 

Provisions

0.000
0.000

0.000

Total Current Liabilities

1042.150

267.887

86.900

Net Current Assets

1628.979

1393.834

1320.200

 

 

 

 

MISCELLANEOUS EXPENSES

0.000

0.000

0.000

 

 

 

 

TOTAL

1638.148

1443.360

1339.100

 

 

 

 

 

 

 

 

 

 

 

 

 

PROFIT & LOSS ACCOUNT

 

PARTICULARS

 

31.03.2007

31.03.2006

31.03.2005

Sales Turnover (Including Other Income)

44.634

37.484

13.500

Total Income

44.634

37.484

13.500

 

 

 

 

Profit/(Loss) Before Tax

14.149

13.245

[20.200]

Provision for Taxation

1.469

2.351

0.000

Profit/(Loss) After Tax

12.680

10.894

[20.200]

 

 

 

 

Expenditures :

 

 

 

 

Purchase and other Expenses

753.658

243.770

298.200

 

Depreciation

1.510

1.709

2.300

 

Stock Adjustment

[724.658]

[221.317]

[248.900]

 

Interest and Financial Charges

[0.025]

0.077

[17.900]

 

Other Expenditure

0.000

0.000

0.000

Total Expenditure

30.485

24.239

33.700

 

 

QUARTERLY RESULTS

 

PARTICULARS

 

30.06.2007

30.09.2007

31.12.2007

 Type

 1st Quarter

 2nd Quarter

 3rd Quarter

 Sales Turnover

 40.600

 53.900

 123.400

 Other Income

 0.000

 0.000

 10.400

 Total Income

 40.600

 53.900

 133.800

 Total Expenditure

 38.400

 52.300

 131.200

 Operating Profit

 2.200

 1.600

 2.600

 Interest

 0.000

 0.000

 0.000

 Gross Profit

 2.200

 1.600

 2.600

 Depreciation

 0.400

 0.400

 0.400

 Tax

 0.000

 0.000

 0.000

 Reported PAT

 1.800

 1.200

 2.200

 

KEY RATIOS

 

PARTICULARS

 

 

31.03.2007

31.03.2006

31.03.2005

PAT / Total Income

(%)

28.41

29.06

[149.63]

 

 

 

 

 

Net Profit Margin

(PBT/Sales)

(%)

31.70

35.34

[149.63]

 

 

 

 

 

Return on Total Assets

(PBT/Total Assets}

(%)

0.53

0.79

[1.42]

 

 

 

 

 

Return on Investment (ROI)

(PBT/Networth)

 

0.04

0.04

[0.06]

 

 

 

 

 

Debt Equity Ratio

(Total Liability/Networth)

 

6.89

4.23

3.47

 

 

 

 

 

Current Ratio

(Current Asset/Current Liability)

 

2.56

6.20

16.19

 

 

 

LOCAL AGENCY FURTHER INFORMATION

 

HISTORY:

 

Originally promoted by J P Goenka, the Bombay-based Subject was already sick when it was taken over by the Dave group in 1990. In three years, its accumulated losses touched a whopping Rs.920 Millions it was referred to the BIFR for a revival package in 1992. Swan Mills has five units -- Aryodaya Spinning and Weaving Mills, Ahmedabad; Basanti Cotton Mills, Calcutta; and, Kurla Spinning and Weaving Mills, Swan Mills and Jubilee Textile Mills in Bombay. 

 
The BIFR proposal envisaged revival of only the spinning unit -- Swan Mills. In 1993-94, the company started operations in all departments by accepting job work. Nearly 80% of the processing work in the mill is being run on job works. As per the BIFR package, the company disposed excess land owned by it on a commercial basis. The company achieved a turnaround by posting a profit in 1993-94.  

 
With the funds available through land sale, the company is carried out a modernisation programme. Through merchant exporters, it started supplying to big retailers in Europe like Marks and Spencers, the UK retailing giant. It also diversified into the manufacture of cuprammoniam rayon yarn by setting up Vini Rayon Industries, a joint venture with the Gujarat Industrial and Investment Corporation. For this, it has tied up with Ralston and Associates, US, to set up a pilot plant near Jagadiah, Gujarat. In Dec'95, BIFR declared that the company is no longer sick and discharged it from its purview. 

 
On successful implementation of Voluntary Retirement Scheme, all the manufacturing activities have been suspended as all the operative workers/staff have opted for the scheme.

 

OPERATIONS: 
 
The Company has during the year carried out business activities of trading in fabric and development of properties. The Company is constructing a Residential Complex at Sewri and Technopark at Kurla in the city of Mumbai. Both the projects are progressing as per schedule and bearing unforeseen circumstances, the Company expects to compete the projects by March 2009. 

 
FUTURE PLANS: 

 
The company has made application for development of Special Sector Special Economic Zone for setting up IT-SEZ in the State of Goa. The Company is also planning to put up a Fabric Processing Unit in the State of Gujarat for which land has been acquired. 

 

FIXED ASSETS

 

 

 

 

 

 


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.42.79

UK Pound

1

Rs.85.04

Euro

1

Rs.67.34

 

 

SCORE & RATING EXPLANATIONS

 

SCORE FACTORS

 

RANGE

POINTS

HISTORY

1~10

8

PAID-UP CAPITAL

1~10

6

OPERATING SCALE

1~10

5

FINANCIAL CONDITION

 

 

--BUSINESS SCALE

1~10

6

--PROFITABILIRY

1~10

4

--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

 

53

 

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

 

 

 

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