MIRA
INFORM REPORT
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Report Date : |
15.05.2008 |
IDENTIFICATION
DETAILS
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Name : |
QUEST
INTERNATIONAL INDIA LIMITED |
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Registered Office : |
Maker Chamber IV, 10th Floor, 222, Nariman Point, Mumbai – 400021,
Maharashtra |
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Country : |
India |
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Financials (as on) : |
31.03.2005 |
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Date of Incorporation : |
26.05. 1994 |
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Com. Reg. No.: |
11-78608 |
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CIN No.: [Company
Identification No.] |
U24246MM1994PTC078608 U99999MH1948PTC009641 |
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TAN No.: [Tax
Deduction & Collection Account No.] |
MUMQ00524G |
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PAN No.: [Permanent
Account No.] |
AAACL1013D |
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Legal Form : |
Subject is a
closely held public limited liability company. |
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Line of Business : |
Manufacturers and
Exporters of perfumery, cosmetics and toilet preparations. |
RATING &
COMMENTS
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MIRA’s Rating : |
A |
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RATING |
STATUS |
PROPOSED CREDIT LINE |
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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 |
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Maximum Credit Limit : |
USD 5015124 |
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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
perfumery and fragrance subsidiary of Hindustan Lever Limited, a large
manufacturing and trading house and a part of Unilever Group. Available information
indicates high financial responsibility of the company. Trade relations are
fair. Payments are correct and as per commitments. The company can
be considered good for any normal business dealings at usual trade terms and
conditions. |
INFORMATION PARTED
BY
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Name : |
Ms. Kripali Javale |
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Designation : |
Accounts Manager |
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Contact No.: |
91-22-66625700 |
LOCATIONS
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Registered Office : |
Maker Chamber IV, 10th Floor, 222, Nariman Point, Mumbai –
400021, Maharashtra, India |
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Tel. No.: |
91-22-56625700 |
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Fax No.: |
91-22-56625751s |
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E-Mail : |
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Website : |
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Head Office : |
Hindustan Lever
House, 165/166, Backbay Reclamation, Mumbai-400020, Maharashtra, India |
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Factory : |
401, Akruti Central Point, Marol Centre, MIDC Road, Andheri (East),
Mumbai – 400093, Maharashtra, India. |
DIRECTORS
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Name : |
Mr. Jean Pierre G
Houri |
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Designation : |
Chairman |
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Address : |
47, Carlton Leas,
Folkestone, Kent, United Kingdom |
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Date of Birth/Age : |
11.08.1944 |
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Date of Appointment : |
25.11.2004 |
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Name : |
Mr. R. L. Jain |
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Designation : |
Managing Director
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Name : |
Mr. Aditya
Narayan |
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Designation : |
Alternative
Director to Mr. Jean |
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Address : |
18, Shakuntala
Farms, Sultanpur, New Delhi – 110 030. |
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Date of Birth/Age : |
08.01.1952 |
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Date of Appointment : |
25.11.2004 |
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Name : |
Mr. P. K. Agrawal |
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Designation : |
Director |
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Name : |
Mr. Ramadurai
Manachanallur Rajaram |
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Designation : |
Director |
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Address : |
A- 4, Geetanjali
Enclave, New Delhi – 110 017. |
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Date of Birth/Age : |
15.03.1946 |
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Date of Appointment : |
30.09.2004 |
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Name : |
Mr. Nair
Damodaran Sundarm |
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Designation : |
Director |
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Address : |
29 A, Sterling
Appartment, Peddar Road, Mumbai – 400 026, Maharashtra, India |
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Date of Birth/Age : |
16.04.1953 |
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Date of Appointment : |
30.09.2004 |
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Name : |
Mr. Mathur
Krishna Anoop |
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Designation : |
Director |
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Address : |
62, Gulita, Worli
Sea Face, Mumbai – 400 018, Maharashtra, India |
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Date of Birth/Age : |
22.10.1947 |
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Date of Appointment : |
31.08.2005 |
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Name : |
Mr. Jayant M.
Sohonie |
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Designation : |
Whole Time
Director and Chief Executive |
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Address : |
B.Sc., MMS |
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Date of Birth/Age : |
24 Years |
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Experience : |
31 Years |
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Date of Appointment : |
29.06.2001 |
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Name : |
Mr. R.
Gopalkrishnan |
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Designation : |
Director |
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Name : |
Mr. S. Hamlett |
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Designation : |
Director |
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Name : |
Mr. M. V. Subbiah |
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Designation : |
Director |
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Name : |
Mr. S. Krishna |
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Designation : |
Director – Nominee (Government) |
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Name : |
Mr. R. S. Karnad |
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Designation : |
Director |
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Name : |
Mr. D. Sundaram |
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Designation : |
Finance Director |
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Name : |
Mr. Hunter TKC
John |
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Designation : |
Director |
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Address : |
1400 C A Bassum,
The Netherlands, 28, Huizerstraatweg, 1411 GP Naarden, The Netherlands. |
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Date of
Birth/Age : |
08.01.1952 |
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Date of
Appointment : |
25.11.2004 |
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Name : |
Mr. Kothari Amar
Monila |
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Designation : |
Managing Director |
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Address : |
A – 211, Naperol
Towers, R.A. Kidwai Road, Wadala, Mumbai – 400 031, Maharashtra, India. |
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Qualification: |
B. Pharm, MMS |
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Date of
Birth/Age : |
02.02.1964 |
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Date of
Experience: |
17 Years |
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Date of
Appointment : |
01.10.2004 |
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Name : |
Mr. Pandya
Mahendra Jignesh |
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Designation : |
Secretary |
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Address : |
205, Shashi
Apartments, Devidas Road, Borivali (West), Mumbai – 400 103, Maharashtra,
India. |
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Date of
Birth/Age : |
08.09.1965 |
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Date of
Appointment : |
01.04.2004 |
KEY EXECUTIVES
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Name : |
Mr. R. Guha |
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Designation : |
Company Secretary |
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Name : |
Mr. M. K. Sharma |
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Designation : |
Vice Chairman |
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Name : |
Mr. Raju Thomas |
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Designation : |
Vice President -
Finance |
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Name : |
Mr. Ashok Gupta |
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Designation : |
Company Secretary |
MAJOR SHAREHOLDERS
/ SHAREHOLDING PATTERN
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Names of Shareholders |
No. of Shares |
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Hindustan Lever
Limited |
1411195 |
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Indexport Limited |
1 |
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Lever India
Exports Limited |
1 |
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Lipton India
Exports Limited |
1 |
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Bon Limited |
1 |
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Meryweather Food
Products Limited |
1 |
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ICI India Limited |
1440001 |
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Quest
International B.V., The Netherlands |
28799 |
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Total |
2880000 |
BUSINESS DETAILS
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Line of Business : |
Manufacturers and
Exporters of perfumery, cosmetics and toilet preparations. |
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Products : |
v
Aromatic
Chemicals v
Natural
Essential Oils v
Others |
PRODUCTION STATUS
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Particulars |
Unit |
Installed
Capacity |
Actual
Production |
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Flavours and
Fragrances |
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Tonnes |
7110 |
GENERAL
INFORMATION
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No. of Employees : |
About 100 |
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Bankers : |
v State Bank of India, Madame Cama Road,
Mumbai-400021, Maharashtra, India v Standard Chartered Grindlays Bank Limited,
ORDSA 90 M. G. Road, Mumbai-400001, Maharashtra, India v Citibank N.A., Mumbai, Maharashtra, India v Hongkong and Shanghai Banking Corporation,
Mumbai, Maharashtra, India v Bank of America, Mumbai, Maharashtra,
India v Deutsche Bank, Mumbai, Maharashtra, India v ABN AMRO Bank, Mumbai, Maharashtra, India v Punjab National Bank, PNB House, Sir P.M.
Road, Fort, Mumbai-400001, Maharashtra, India v Corporation Bank, Mumbai, Maharashtra,
India v Indian Bank, Mumbai, Maharashtra, India v ICICI Bank Limited, Mumbai, Maharashtra,
India v
HDFC Bank
Limited |
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Banking
Relations : |
Good |
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Auditors : |
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Name : |
BSR & Company Chartered
Accountants Mumbai – 400 013,
Maharashtra, India |
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Tel No: |
91-22-24913030 |
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Associates: |
v Hindustan Lever Limited v ICI India Limited v Lipton India Exports Limited (Exports of Tea, Coffee, etc.) v Ind Export Limited (Personal Products and Exports) v Bon Limited (Tea Trading) v Lever India Exports Limited (Exports of Personal Products v Nepal Lever Limited (Soaps Detergents, Scourers and Personal Products) v International Fisheries Limited (Animal Feeding Stuffs) v Thiashola Tea Company Limited (Tea Trading) v Daverashola Tea Company Limited (Tea Trading) v The Doolia Tea Company Limited (Tea Trading) v Merryweather Food Products Limited (Processed Foods) v Lakme Lever Limited (Personal Products) v KICM (Madras) Limited (Formerly Kwality Ice-Creams (Madras) Limited) (Ice-creams) v Pond’s Export Limited (Personal Products and Exports) v Goldmohur Foods & Feeds Limited (Formerly Yankee Doodle Industries Limited) (Ice-creams) v Levers Associated Trust Limited (Trustees for retirement and welfare funds/schemes)) v Levindra Trust Limited (Trustees of Union Provident Fund) v Hindlever Trust Limited (Trustees for retirement and welfare funds/schemes) v Modern Food Industries India Limited (Bread, Buns & Cakes) v Grand Food & Catering Consultants
Limited v Brooke Bond Assam Estates Limited v Brokke Bond Group Limited v Brooke Bond South India Estates Limited v Lever Faberge UK v Lipton Limited v Lipton Limited / Lipton Tea Supply Limited v Unilever U. K. Central Resources Limited v Unilever Overses Holdings Limited v Van Den Bergh Foods v Unilever Australia Export Pty. Limited v Unilever Australia Limited v Lever Rexona v Lever Brothers Bangladesh Limited v Unilever Canada v Unilever Cote d'lvoire v Unilever Ghana Limited v Unilever Kenya Limited v Unilever (Malaysia) Holdings Sdn. Berhad v UL New Zealand Limited v Lever Rexona Division v Lever Brothers Pakistan Limited v Unilever Singapore Pte. Limited v Lever Pond's v Unilever South Africa (Pty.) Limited v Unileever Ceylon Limited v Unilever Overseas Holdings AG v Lever Brothers West Indies Limited v Unilever Uganda Limited v Unilever Uganda Limited v Unilever Research Laboratory, Port
Sunlight v Unilever Research Laboratory, Colworth
House v BB Kenya Group v Unilever N. V. v Unilever Overseas Holdings B. V. v Unilever Brasil Limited v Lever Chile S. A. v Unilex Cameroon S. A. v Unilever France S. A. v Unilever International Paris v Unilever Deutschland GmbH v Lever Faberge Deutschland GmbH v Unilever Hong Kong Limited v BBL Japan K. K. v Nippon Lever K. K v Safial B. V. v Unilever Philippines (Prc), Inc. v Unilever Thai Holdings Limited v Unilever Sanayi ve Ticaret Turk A. S. v Unilever Home and Personal Care USA v Lever Maroc S. A. v Fine Tea Company v Lever Egypt SAE v Unilever (Shanghai) Company Limited v Lipton Division v Lever Arabia Limited v Towells Lever LLC v Lever Brothers Nigeria Limited v Severn Gulf FZE v Lipton Soft Drinks (Ireland) v Lever Israel v Elida P/S v Thani Mursid Lever LLC v Unilever CR v Unilever Polska - Corporate v Lever International Marine Supplies (LIMS)
BV v Unilever Gulf Free Zone Establishment v Unilever (China) Limited v Lever Fattal v Unilever South Central Europe v Unilver Baltic LLC v Unilever Levamt v Unilever Tuketim Urunleri Sat Pazarlama
Ticaret A. S. v Unilever SINGAPORE v Unilever Ukraine v Unilever Ukraine v Unilever Tuketim Mersin Serbest Bolge
Subesi v Unilver Dominicana S. A. v Elida Faberge Limited v Towells Lever LLC, Arabia v Thani Murshid Sons and African and Eastern
LLC, Arabia v Binzagar Lever Limited v Hind Lever Chemicals Limited v Unilever Industries Private Limited v Digital Securities Private Limited v Quest International UK Limited v Quest International Australia Private
Limited v Quest International Do Brazil Industria E
Commerce LTDA v Quest International Canada Inc v Quest International Egypt SAE v Quest International, USA v Kimberly – Clark Lever Private Limited v Vashisti Detergents Limited v Quest International, Indonesia v Quest International Nederland BVs |
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Holding Company : |
v ICI India Limited |
CAPITAL STRUCTURE
Authorised Capital :
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No. of Shares |
Type |
Value |
Amount |
|
3000000 |
Equity Shares |
Rs. 100/- Each |
Rs. 300.000 millions |
Issued, Subscribed & Paid-up Capital :
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No. of Shares |
Type |
Value |
Amount |
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2880000 |
Equity Shares |
Rs.100/- Each |
Rs. 288.000 millions |
FINANCIAL DATA
[all figures are in Rupees Millions]
ABRIDGED BALANCE
SHEET
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SOURCES OF FUNDS |
31.03.2005 |
31.03.2004 |
31.03.2003 |
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SHAREHOLDERS FUNDS |
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1] Share Capital |
288.000 |
288.000 |
2201.244 |
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2] Share Application Money |
0.000 |
0.000 |
0.000 |
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3] Reserves & Surplus |
965.781 |
837.446 |
19558.931 |
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4] (Accumulated Losses) |
0.000 |
0.000 |
0.000 |
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NETWORTH |
1253.781 |
1125.446 |
21760.175 |
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LOAN FUNDS |
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1] Secured Loans |
0.000 |
0.000 |
16108.065 |
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2] Unsecured Loans |
0.000 |
0.000 |
1043.744 |
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TOTAL BORROWING |
0.000 |
0.000 |
17151.809 |
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DEFERRED TAX LIABILITIES |
55.999 |
60.911 |
1155.693 |
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TOTAL |
1309.780 |
1186.357 |
40199.893 |
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APPLICATION OF FUNDS |
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FIXED ASSETS [Net Block] |
567.408 |
650.150 |
15579.446 |
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Capital work-in-progress |
0.071 |
0.000 |
756.038 |
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INVESTMENT |
505.000 |
313.377 |
24783.971 |
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DEFERREX TAX ASSETS |
0.000 |
0.000 |
3819.564 |
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CURRENT ASSETS, LOANS & ADVANCES |
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Inventories |
156.723 |
148.606 |
14898.304 |
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Sundry Debtors |
171.103 |
167.173 |
5270.409 |
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Cash & Bank Balances |
2.707 |
26.569 |
8923.967 |
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Other Current Assets |
0.000 |
0.000 |
723.709 |
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Loans & Advances |
146.318 |
88.744 |
6291.541 |
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Total
Current Assets |
476.851
|
431.092 |
36107.93 |
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Less : CURRENT
LIABILITIES & PROVISIONS |
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Current Liabilities |
236.089 |
182.969 |
27214.655 |
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Provisions |
3.461 |
25.293 |
13632.401 |
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Total
Current Liabilities |
239.550
|
208.262 |
40847.056 |
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Net Current Assets |
237.301 |
222.830 |
(4739.126) |
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MISCELLANEOUS EXPENSES |
0.000 |
0.000 |
0.000 |
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TOTAL |
1309.780 |
1186.357 |
40199.893 |
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PROFIT & LOSS
ACCOUNT
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PARTICULARS |
31.03.2005 |
31.03.2004 |
31.03.2003 |
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Sales Turnover [including other income] |
1098.416 |
873.204 |
112687.725 |
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Total Income |
1098.416 |
873.204 |
112687.725 |
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Profit/(Loss) Before Tax |
133.823 |
105.467 |
21588.348 |
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Provision for Taxation |
5.488 |
33.614 |
4584.855 |
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Profit/(Loss) After Tax |
128.335 |
71.853 |
17003.493 |
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Earnings in Foreign Currency : |
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Other Earnings |
456.883 |
220.551 |
12.120 |
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Total Earnings |
456.883 |
220.551 |
12.120 |
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Imports : |
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Others |
193.546 |
142.286 |
72.285 |
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Total Imports |
193.546 |
142.286 |
72.285 |
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Expenditures : |
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Other Expenditure |
949.769 |
767.737 |
91099.377 |
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Total Expenditure |
949.769 |
767.737 |
91099.377 |
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KEY RATIOS
|
PARTICULARS |
|
31.03.2005 |
31.03.2004 |
31.03.2003 |
|
PAT / Total Income |
(%) |
11.68
|
8.23 |
15.09 |
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Net Profit Margin (PBT/Sales) |
(%) |
12.18
|
12.08 |
19.16 |
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Return on Total Assets (PBT/Total Assets} |
(%) |
8.64
|
7.56 |
26.64 |
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Return on Investment (ROI) (PBT/Networth) |
|
0.11
|
0.09 |
0.99 |
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Debt Equity Ratio (Total Liability/Networth) |
|
0.19
|
0.19 |
2.67 |
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Current Ratio (Current Asset/Current Liability) |
|
1.99
|
2.07 |
0.88 |
LOCAL AGENCY
FURTHER INFORMATION
BUSINESS
PERFORMANCE:
The business performance of the year has shown good improvement
over the previous year. This is particularly commendable given the continued
sluggishness in their target customers viz. the organized FMCG businesses. The
growth in sales has been driven by exports, which has performed strongly in its
first full year of operations. The domestic flavours business also grew
strongly, driven by some significant successes with key customers. The domestic
fragrances business on the other hannd, was impacted adversely by the
sluggishness in offtakes from key FMCG customer and the impact of aggressive
competitive pressures in securing new business.
DIVIDEND:
The Directors have decided not to recommended any dividend for the year.
DIRECTORS:
During the year under review, Mr. Jean Pierre Houri resigned from the Board and Mr. John Hunter was appointed in his place. Mr. Jayant Sohonie also resigned from the Board as CEO and whole Time Director. The Board places on its gratitude for the contribution and advice received from both the directors. Ms Monila Kothari was appointed as CEO and Whole Time Director of the company.
In accordance with the Articles of Association of the company, the following directors retire at the ensuing Annual General Meeting, and being eligible, offer themselves for re – election:
Mr. John Hunter
Mr. D Sundaram
Mr. M R rajaram
Mr. Anoop K Mathur
Ms. Monila Kothari
Necessary resolution in respect of the above are being put up for the shareholder’s approval in the forthcoming Annual General Meeting.
Audit Committee:
During the year under review, consequent to Mr. Jean Pierre Houri’s resignation from the Board, Mr. John Hunter was appointed as a member of the committee. The members of the committee are:
Mr. John Hunter
Mr. D Sundaram
Mr. M R rajaram
Profile
Subject is a leading fragrance and flavours company, with particular strengths in flavour and fragrance creation, customer understanding, texture solutions and applied bioscience.
Subject operates through two divisions : the Flavours Division and the Fragrance Division. The Flavours Division is based in Naarden, the Netherlands, where the Business’s corporate headquarters are also located.
The Fragrance Division is headquartered in Ashford, UK and there are also creative centers for fine fragrances in Paris and New York.
Major facilities are located in the Netherlands, the UK, USA, Mexico, France, Australia, Ireland and Indonesia with smaller manufacturing facilities in 11 other countries. The business has its own sales distribution network in 38 countries and is represented elsewhere by sales agent.
Business Summary
ICI (India) Limited, a subsidiary of Imperial Chemical Industries, U.K., which holds a 50.83% stake in the company, came into existence in 1953 as Indian Explosives. It was renamed as IEL in 1984-85 and ICIL in 1989-90.
The company deals in explosives, paints, surfactants, catalysts, rubber chemicals, pharmaceuticals and polyurethane’s, with factories in Hyderabad, Kolkata, Gomia (Bihar) and Thane, Maharashtra.
The company, as a part of its restructuring programme, has hived off its seeds, fibre and fertilizer business. ICIL has taken a majority shareholding in a new partnership with Ensign-Bickford, USA, to manufacture initiating explosives. Some units of ICI have obtained the ISO 9002 Certification.
In the year 1999, the Explosives business of the company was transferred to Indian Explosives Limited (IEL), a joint venture between the company and Orica Investments Pty Limited, Australia. Further the company has transferred its 51% holding in IEL to Orica Investments Pty Limited, Australia for a consideration of Rs. 664.400 millions. During the year 1999-2000, the company’s Pharmaceuticals Plant at Ennore Site received ISO 14001 Certification, demonstrating the company’s commitment to sustainable environmental management.
The Motors and Industrial Paints business was transferred to a Joint Venture with Berger Paints India Limited in 2001. The company’s Polyurethane’s business was sold to a wholly owned subsidiary of Huntsman Corporation of USA. The company has also completed acquisition of majority stake in Quest JV and has formed the company a joint venture between ICI India Limited, Quest International BV and Hindustan Lever Limited. The company has acquired the Catalyst Business (Edible Oils and oleo chemicals applications) form Hindustan Lever Limited for a consideration of Rs. 210.000 millions. It has also signed for purchase of Adhesives Business, a sub-unit of Specialty Chemicals Division of Hindustan Lever Limited for a consideration of Rs. 90.000 millions. The company is selling off its Pharmaceutical Business to Nicholas Piramal India Limited for a consideration of Rs. 700.000 millions including working capital.
Efforts in brief made towards technology absorption,
adaptation, and innovation:
The company aims to focus on identifying new opportunities for delivering value added fragrances and flavours to the customers, leveraging on the technology available at its disposals The company has a wealth of experience in adapting international technology to suit local needs in terms of customer needs and customer preferences. The creative and the manufacturing teams work to bring out innovative products with the objective of reducing dependence on imports, cost reduction, new market development, and improving delivery systems.
TRADE TERMS
WITH:
v Gayatri Industries
v Daman Ganga Paper Convertors Private Limited
v Gajanan Plastics
v Reliance Industrial products
v Zenith Plastic
FIXED ASSETS:
v Goodwill
v Trade Mark
v Leasehold Rights
v Technology
v Building
v Leasehold Improvements
v Plant & Machinery
v Motor Vehicle
v Furniture
v Fitting & Equipment
v EDP Equipment etc.
PRESS CLIPPING
ICI NOT AVERSE TO BUYING OUT HLL IN QUEST
(INDIA)
ICI India Limited (ICI)
has indicated that it is not averse to buying out Hindustan Lever Limited (HLL)
stake entirely in the newly-formed joint venture company. Quest International
Limited, which is essentially in the fragrances, flavours and food ingredients
business.
The paints-major,
ICI, holds 51% equity in the new joint venture, while the FMCG company,
Hindustan Lever Limited, holds 49%. The balance 1% is held by Quest
International BV.
Mr Daljit Singh,
Director, ICI, confirmed to Business Line, that the company would be interested
in buying out Hindustan Lever Limited equity to wholly own the latter's
flavours and fragrances business, as it was a core area for ICI worldwide.
The joint venture
agreement already had a clause that provides for a `call option' as well as a
`put option' which would enable either of the parties (i.e ICI India or
Hindustan Lever Limited) to buy out the other after a period of five years.
Mr Singh said that
ICI India was certainly keen to bring the company’s business completely under
its fold in alignment with the portfolio of its parent company. `Ultimately its
portfolio of businesses have to mirror that of the parent company'', the
company pointed out.
Quest International
BV is a 100% subsidiary of the ICI Group. Only recently ICI India had announced
that it had completed the acquisition of a majority stake in the company and
the consideration involved for the acquisition was Rs 1520.000 millions.
Hindustan Lever
Limited’s decision to forsake controlling interest in its fragrances business
was on expected lines, following Unilever's global divestment of its speciality
chemicals business in 1997.
However, a
spokesperson of Hindustan Lever Limited clarified that the company’s joint
venture does not include Hindustan Lever Limited aromachemical business and the
erstwhile Industrial Perfumes Limited, which would continue to be a division of
Hindustan Lever Limited.
According to the
sources, the paid-up equity capital of the company is about Rs 290.000
millions. A five-member board has been constituted to manage the operations of
the company. Mr Jayant Sohonie has been appointed Chief Executive Officer (CEO)
of the company.
ICI has also
completed acquisition of majority stake in Quest JV and has formed subject, a
joint venture between ICI India, Quest International BV and Hindustan Lever
Limited. The company has acquired the Catalyst Business from HLL for a
consideration of 210.000 millions. It has also signed for purchase of Adhesives
Business, a sub-unit of Speciality Chemicals Division of HLL for a
consideration of Rs. 90.000 millions.
HLL ANNOUNCES
JOINT VENTURE WITH ICI INDIA AND QUEST INTERNATIONAL FOR FRAGRANCES AND
FLAVOURS
MUMBAI, March 28, 2001:
Hindustan Lever Limited (HLL), ICI India and Quest International BV today announced
their intent to form a joint venture to carry on the fragrances and flavour
business of the Quest Division of HLL. The turnover of this business in 2000
was Rs. 950 millions including captive consumption.
Under the proposed joint venture arrangement, ICI India and Quest International
BV will together hold 51% and the balance 49% will be held by HLL. The joint
venture combines ICI India’s long standing knowledge of India, HLL’s detailed
understanding of Indian consumers’ preferences coupled with Quest International’s
consumer understanding, technological and creative expertise. The JV is
expected to become operational in the middle of the year, and will buy and own
HLL’s current operations, covering its activities and associated facilities for
this business. The value for the 51% shareholding in the JV is placed
approximately at Rs. 1550 millions which includes a premium for management
control.
The joint venture would however, exclude the aroma chemicals business of HLL
and the erstwhile Industrial Perfumes Limited which would be carried on as a
division of HLL.
HLL is extremely pleased with the formation of the joint venture since it was
HLL’s clear intent to tie up with a technology partner to secure longer term
future viability of this business, post global divestment of Unilever’s
specialty chemicals businesses in 1997. The proposed tie-up with ICI India and
Quest International BV will provide cultural and operational fit for the Quest
division of HLL which until 1997 operated as the Indian arm of Quest
International’s business.
The proposed transaction, in as much as it relates to transfer of the flavours
and fragrances and food ingredients business to the proposed joint venture, is
subject to the shareholders’ approval which is proposed to be secured at the
ensuing Annual General Meeting on June 1, 2001.
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 :
The 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.
The 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. 42.33 |
|
UK Pound |
1 |
Rs. 82.31 |
|
Euro |
1 |
Rs. 65.46 |
SCORE & RATING
EXPLANATIONS
|
SCORE FACTORS |
RANGE |
POINTS |
|
HISTORY |
1~10 |
6 |
|
PAID-UP CAPITAL |
1~10 |
6 |
|
OPERATING SCALE |
1~10 |
6 |
|
FINANCIAL CONDITION |
|
|
|
--BUSINESS SCALE |
1~10 |
6 |
|
--PROFITABILIRY |
1~10 |
6 |
|
--LIQUIDITY |
1~10 |
8 |
|
--LEVERAGE |
1~10 |
8 |
|
--RESERVES |
1~10 |
6 |
|
--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 |
YES |
|
--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, they have no basis upon which to
recommend credit dealings |
No Rating |
|