MIRA INFORM REPORT

 

 

 

Report Date :

18.09.2008

 

IDENTIFICATION DETAILS

 

Name :

ARVIND LIMITED

 

 

Formerly Known As :

ARVIND MILLS LIMITED

 

 

Registered Office :

Railwaypura Post, Naroda Road, Ahmedabad – 380025, Gujarat

 

 

Country:

India

 

 

Financials (as on):

31.03.2008

 

 

Date of Incorporation :

01.06.1931

 

 

Com. Reg. No.:

04-93

 

 

CIN No.:

[Company Identification No.]

L17119GJ1931PLC000093

 

 

TAN No.:

[Tax Deduction & Collection Account No.]

AHMT00462A

 

 

Legal Form :

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

 

 

Line of Business :

Manufacturing and Marketing of Denim Fabric, Shirting Fabric, Shirts, Knitted Fabric and Garments.

 

RATING & COMMENTS

 

MIRA’s Rating :

Aa

 

RATING

STATUS

PROPOSED CREDIT LINE

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

 

 

 

 

 

 

Maximum Credit Limit :

USD 74000000

 

 

Status :

Excellent

 

 

Payment Behaviour :

Usually Correct

 

 

Litigation :

Clear

 

 

Comments :

Subject is the flagship company of the Lalbhai Group manufacturing marketing cloth, Grey Knitted Fabrics Yarn.

 

Directors are respectable renowned industrialists. Trade relations are fair. Payments are correct as per commitments.

 

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

 

 

LOCATIONS

 

Registered Office :

Railwaypura Post, Naroda Road, Ahmedabad – 380 025, Gujarat, India.

Tel. No.:

91-79-22121408 / 22203030 / 22200206

Fax No.:

91-79-22124314 / 22120267/ 22371396 / 22372342 / 22379184 / 22201608/ 22201270

E-Mail :

india@arvindmills.com

investor@arvind.com

Website :

http://www.arvindmills.com

 

 

Factory :

  • Santej, Taluka Kalol, District Mehsana - 382 721, Gujarat, India

 

  • Naroda Road, Ahmedabad - 380 025, Gujarat, India  (Two Units)

            Tel. No. 91-79-22121408/ 2377002

            Fax No. 91-79-22124314/ 22120267/ 22371396/ 22372342/ 22379184

 

  • Khatrej, Taluka Kalol, District Mehsana - 382 721, Gujarat, India

 

  • Khokhra, Memdabad, Ahmedabad - 380 008, Gujarat, India

 

  • Gut No. 172, Daravali Village, Taluka Mulshi, District Pune - 412 018, Maharashtra, India  

 

  • 55, Whitefield Road, Mahadevapura Post, Bangalore - 560 048, Karnataka, India 

 

 

Branch Office :

MUMBAI

Neptune House, 2nd Floor, Opp. Bandra Talkies, SV Road, Mumbai – 400050, Maharashtra, India
Tel: 91-22-26513367/68/69
Fax: 91-22-26513472

 

DELHI

8 Community Centre, Saket, New Delhi– 110017, India
Telefax: 91-11-51664620/24

 

BANGALORE

Grace Mansion, 25 Infantry Road, Bangalore – 560001, Karnataka
India
Tel: 91-80-22865117/7697
Fax: 91-80-22860564

 

KOLKATA

100, Park Street, Laxmi Nivas, 2nd Floor, Kolkata , West Bengal, India
Telefax: 91-33-22835792

 

International Offices

USA

Arvind Worldwide (USA) Inc., 130, West 42nd Street, Suite No. 603, 6th floor, NY 10036, New York, USA
Tel : 001-212-768-4815
Fax: 001-212-768-7378

 

SRI LANKA

Sri Lanka Liason Office
207/24, 2/2 Dharmapala Mawatha, Colombo, Sri Lanka
TeleFax: 0094-11-2678564

 

BANGLADESH

C/o Sidko Limited.
7th. Floor, Paragon House , Mohakali Commercial area, Dhaka - 1212
Bangladesh
Tel : 8802-9881794
Fax : 8802-9883400

 

Sharda Trust

Asoka Spintex Premises, Naroda Road, Ahmedabad – 380025, Gujarat
India
Tel: 91-79-22200817/3266
Fax: 91-79-22200457

 

 

Other Division :

Santej Road, Near Khatrej, Taluka Kalol, Dist Gandhinagar - 382721
Gujarat , India
Tel:  91-2764-281100/22
Fax: 91-2764-281027

 

Khakhi Division
Santej Road, Near Khatrej, Taluka Kalol, Dist Gandhinagar - 382721
Gujarat , India
Tel:  91-2764-281100/22
Fax: 91-2764-281177

Knits Division

Santej Road, Near Khatrej, Taluka Kalol, Dist Gandhinagar - 382721
Gujarat , India
Tel:  91-2764-281100
Fax: 91-2764-281060

           

Ankur Textiles
Outside Raipur Gate, Ahmedabad – 380022, Gujarat , India
Tel: 91-79-25461191/95
Fax: 91-79-25454182  

 

Arvind Brands Limited

Du Parc Trinity

8th Floor, 17, M. G. Road,Bangalore – 560001, Karnataka, India

Tel:  91-80-22973131
Fax: 91-80-25594384

 

Denim Division
Naroda Road, Ahmedabad – 380025, Gujarat, India

Tel:  91-79-22203030
Fax: 91-79-22200267

 

 

Garment Export Division  :

10th Floor, Du Parc Trinity, 17 MG Road, Bangalore -560001, Karnataka, India

Tel No.:

91-80-251123900/5

Fax No.:

91-80-251123909 

 

 

DIRECTORS

 

Name:

Mr. Arvind N. Lalbhai

Designation:

Chairman

Age:

84 Years

Qualification:

Science Graduate

Date of Joining:

March, 1974

Other Directorship:

Ø       Arvind Products Limited – Chairman

Ø       Atul Limited – Chairman

Ø       Birla VXL Limited – Director

Ø       JK Industries Limited – Director

Ø       Lokprakashan Limited – Director

 

 

Name:

Mr. Sanjay S. Lalbhai

Designation:

Managing Director

Age:

51 Years

Qualification:

Science Graduate, Master’s Degree in Business Management

Date of Joining:

March, 1977

Other Directorship:

Ø         Arvind Spinning Limited, Mauritius

Ø         Arvind Clothing Limited – Director

Ø       Arvind Fashions Limited – Director

Ø       Arvind Brands Limited – Director

Ø       Arvind Products Limited – Director

Ø       Amtrex Hitachi Appliances Limited – Chairman

Ø       Anagram Wellington Asset Management Company Limited – Director

Ø       Anagram Housing Finance Limited – Director

Ø       H. K. Finechem Limited – Director

Ø       Amol Dicalit Limited – Director

Ø       Gujarat Infrastructure Limited – Director

Ø       Mahindra Gujarat Tractor Limited - Chairman

 

 

Name:

Mr. Jayesh K. Shah

Designation:

Director Chief Financial Officer

Age:

44 years

Qualification:

Commerce Graduate Chartered Accountant

Date of Joining:

01.07.1993

Other Directorship:

Ø           Asman Investments Limited

Ø           Lifestyle Fabrics Limited

Ø           Arvind Spinning Limited, Mauritius

Ø           Arya Omnitalk Wireless Solutions Limited

Ø           Anagram Stockbroking Limited

Ø           Anagram Comtrade Limited

Ø           Anagram Securities Limited

Ø           Dropadi Finance Limited

Ø           e-Infochips Limited

Ø           Firenze Properties & Investments Private Limited

Ø           Arvind Murjani Brands Private Limited

 

 

Name:

Mr. G. M. Yaswadkar

Designation:

Director (Nominated by IDBI Bank Limited”)

 

 

Name:

Mr. Mukesh Khanna

Designation:

Non Executive and Independent Director

Qualification :

Chartered Accountant

Experience :

21 years

Other Directorship:

Ø           Anagram Securities Limited

Ø           Indofil Organic Industries Limited

Ø           Caption Investments & Trading Company Private Limited

Profile :

Mr. Munesh Khanna is a Non-executive & Independent Director of the Company. He is a Chartered Accountant from ICAI. He has 21 years of experience in Investment Banking from across the Industrial spectrum in India in the areas of M&A, Financial Restructuring and Resource Raising. He has also an extensive experience in the Energy, Utilities and Telecom Sectors. Prior to joining Halcyon Resources & Mgt. Consulting Private Limited, he was the MD & Head of Investment Banking in DSP Merrill Lynch. He was the Country Head and MD of Rothschild India and Partner- Country Head of Arthur Andersen Corporate Finance. He has advised Indian Lenders on the Restructuring of the Dabhol Power Project and LNG facility for a total value of US$ 1.9 billion. AXA on its joint venture with Bharati Group, Air Deccan on rising funds US$ 40m through Private Equity, IPO and many other significant transactions. He was also a Member of CII and a member of the Executive Committee of ‘FICCI’ and Co - Chairman of the Finance & Capital Market committee of FICCI.

 

 

Name :

Mr. K M Jayarao

Designation :

Nominee by ICICI Bank Limited

 

 

Name :

Mr. Sudhir Mehta

Designation :

Director

 

 

Name :

Mr. Tarun Sheth

Designation :

Director

 

 

Name :

Mr. S. R. Rao

Designation :

Director (Nominee by Export Import Bank of India)

 

 

KEY EXECUTIVES

 

Name :

Mr. R V Bhimani

Designation :

Company Secretary

Address :

Secretarial Department, Naroda Road, Ahmedabad – 380 025, Gujarat, India 

Tel. No.:

91-79-22203030/ 22200206

Fax No. :

91-79-22201608

Email :

investor@arvind.com

 

 

MAJOR SHAREHOLDERS / SHAREHOLDING PATTERN

 

(As on 30.06.2008) 

Names of Shareholders

No. of Shares

Percentage of Holding

 

 

 

Shareholding of Promoter Promoter Group

 

 

 

 

 

Indian

 

 

Individuals / Hindu Undivided Family

264788

0.12

Bodies Corporate

76514780

34.94

Total

76779568

35.06

 

 

 

Public shareholding

 

 

Institutions

 

 

Mutual Funds / Axis

12456220

5.69

Financial Institutions/Banks

1782785

0.81

Insurance Companies

19350071

8.84

Foreign Institutional Investors

14074336

6.43

Any Other(specify)Foreign Banks/IFCW

1213

0.00

Total

47664625

21.77

 

 

 

Non-Institutions

 

 

Bodies Corporate

18205866

8.32

Individuals -

0

0

Individual shareholders holding nominal share capital up to Rs.0.100 million.

61761446

28.20

Individual shareholders holding nominal share capital in excess of Rs. 0.100 million.

11962515

5.46

Any Other (specify) NRIs/OCBs

1852779

0.85

Total

93782606

42.83

 

 

 

Shares held by Custodians against which Depository Receipts have been issued.

750742

0.34

 

 

 

GROUND TOTAL

218977541

100.00

 

 

BUSINESS DETAILS

 

Line of Business :

Manufacturing and Marketing of Denim Fabric, Shirting Fabric, Shirts, Knitted Fabric and Garments.

 

 

Products :

Item Code (ITC Code)

Product Description

520942.00

Denim

520832.00

Dyed Poplin/Shirting

520524.00

Cotton Yarn

52080000

Woven Fabric of Cotton weighing not more than 200 g/m2

62034200

Mens/ Boys Trousers/ Pants and Shorts

62052000

Mens/ Boys Shirts

 

 

Brand Name :

v         Newport

v         Flying Machine

v         Excalibre

v         Ruf & Tuf

 

PRODUCTION STATUS

 

Particulars

Unit

Actual Production

(Quantity in crores)

Cloth

Meters

10.78

Cloth

Kgs.

0.15

Yarn

Kgs.

0.43

EPBAX

Lines

0.01

Garments

Nos.

1.34

Yarn @

Kgs.

0.16

Grey @

Meters

0.06

Grey @

Kgs.

0.01

 

 

Particulars

Installed Capacity

Spindles

106776

Rotors

7824

Stitching Machines

678

Knitting Machines

105

Looms

1040

EPBAX / RAX System Lines

200000

Garments (Pcs.)

8620000

 

 

GENERAL INFORMATION

 

No. of Employees :

Around 6000

 

 

Bankers :

v         State Bank of Saurashtra, Ahmedabad, Gujarat

v         State Bank of India, Ahmedabad, Gujarat          

v         Bank of Baroda, Ahmedabad, Gujarat    

v         UCO Bank, Ahmedabad, Gujarat          

v         State Bank of Patiala, Ahmedabad, Gujarat       

v         Credit Lyonnais, Ahmedabad, Gujarat   

v         Deutsche Bank, Ahmedabad, Gujarat    

v         HDFC Bank, Ahmedabad, Gujarat         

v         The Bank of Nova Scotia, Ahmedabad, Gujarat  

v         Standard Chartered Grindlays Bank, Ahmedabad, Gujarat           

v         Bank of America, Ahmedabad, Gujarat  

v         ICICI Bank Limited, Ahmedabad, Gujarat

v         Calyon Bank

v         Export Import Bank of India

v         Axis Bank

v         ABN Amro Bank NV    

v         State Bank of Hyderabad

 

 

Facilities :

Secured Loans

31.03.2007

(Rs. In Millions)

Debentures

33.000

Add: Funded Interests

11.700

 

 

From Banks

 

Cash Credit and Others Facilities

729.930

Term Loans

10414.000

 

 

From Financial Institutions and Others

2596.600

 

 

Total

20354.600

 

Unsecured Loans

 

 

 

From Banks

 

Term Loans

804.100

Other Facilities

492.400

From Financial Institutions and Others

161.800

 

 

Total

1458.300

 

 

 

Banking Relations :

Satisfactory

 

 

Auditors :

Sorab S. Engineer Company

Chartered Accountants

Address :

381, Dr. D. Naoroji Road, Fort, Mumbai - 400 023, Maharashtra, India

 

 

Associates :

v         Anup Engineering Limited

Engaged in manufacturing of equipments for chemical, petrochemical, pharmaceutical, fertilizer, dairy allied industries.

 

v         Lalbhai Realty Limited

Engaged in real estate business

 

v         Amtrex Appliances Limited

Engaged in manufacturing of room air conditioner. It has technical collaboration with Hitachi, Japan.

 

v         Arvind Intex Limited

v         Anagram Finance Limited

v         Arvind Polycot Limited

v         Atul Products Limited

v         Amtrex Appliances Limited

v         Lalbhai Exports Limited

 

 

Subsidiaries :

v         Asman Investments Limited

v         Arvind Products Limited

v         Arvind Brands Limited

v         Arvind Clothing Limited

v         Arvind Fashions Limited

v         Asman Investments Limited

v         Lifestyle Fabrics Limited

v         Omnitalk Wireless Solutions Limited

v         Syntel Telecom Limited

v         Arvind Worldwide Inc. USA

v         Arvind Worldwide (M) Inc., Mauritius

v         Arvind Overseas (M) Limited, Mauritius

v         Big Mill Lauffenmuhle GmbH, Germany

v         Arvind Spinning Limited

 

 

Joint Ventures :

v         Arya Omnitalk Wireless Solutions Limited

v         Arvind Murjani Brands Private Limited

v         VF Arvind Branda Private Limited

v         Diesel Fashion India Arvind Private Limited

 

 

CAPITAL STRUCTURE

 

(As on 31.03.2008)

 

Authorised Capital :

No. of Shares

Type

Value

Amount

 

 

 

 

360000000

Equity Shares

Rs.10/- each

Rs.3600.000 Millions

9000000

Preference Shares

Rs.100/- each

Rs.900.000 Millions

 

 

 

 

 

Total

 

Rs.4500.000 Millions

 

Issued & Subscribed Capital :

No. of Shares

Type

Value

Amount

 

 

 

 

218978441

Equity Shares

Rs.10/- each

Rs.2189.784 Millions

6950000

Preference Shares

Rs.100/- each

Rs.695.000 Millions

 

 

 

 

 

Total

 

Rs.2884.784 Millions

 

Paid-up Capital :

No. of Shares

Type

Value

Amount

 

 

 

 

218977541

Equity Shares

Rs.10/- each

Rs.2189.775 Millions

41000000

Warrants

Rs.5.2/- each

Rs.213.200 Millions

3300000

Preference Shares

Rs.100/- each

Rs.330.000 Millions

 

 

 

 

 

Total

 

Rs.2733.000 Millions

 

 


 

FINANCIAL DATA

[all figures are in Rupees Millions]

 

ABRIDGED BALANCE SHEET

 

SOURCES OF FUNDS

 

31.03.2008

31.03.2007

31.03.2006

SHAREHOLDERS FUNDS

 

 

 

1] Share Capital

2733.000

2555.800

2654.800

2] Reserves & Surplus

11970.500

11314.500

12664.700

NETWORTH

14703.500

13870.300

15319.500

LOAN FUNDS

 

 

 

1] Secured Loans

17704.700

17670.700

16883.800

2] Unsecured Loans

975.200

1615.700

1529.900

TOTAL BORROWING

18679.900

19286.400

18413.700

DEFERRED TAX LIABILITIES

128.200

128.200

0.000

Non Convertible Debentures 

44.700

56.700

0.000

 

 

 

 

TOTAL

33556.300

33341.600

33733.200

 

 

 

 

APPLICATION OF FUNDS

 

 

 

 

 

 

 

FIXED ASSETS [Net Block]

20362.100

20448.900

13096.000

Capital work-in-progress

1161.400

714.500

795.900

 

 

 

 

INVESTMENT

1049.900

480.500

3481.000

 

 

 

 

CURRENT ASSETS, LOANS & ADVANCES

 

 

 

 
Inventories
5753.400
6450.100
4792.600
 
Sundry Debtors
2617.700
2048.500
3682.800
 
Cash & Bank Balances
163.200
223.100
95.900
 
Other Current Assets
732.600
549.500
0.000
 
Loans & Advances
5444.500
6959.800
12286.400
Total Current Assets
14711.400
16231.000
20857.700
Less : CURRENT LIABILITIES & PROVISIONS
 
 
 
 
Current Liabilities
3605.400
4089.900
4046.500
 
Provisions
218.100
443.400
450.900
Total Current Liabilities
3823.500
4533.300
4497.400
Net Current Assets
10887.900
11697.700
16360.300
 

 

 

 

TOTAL

33556.300

33341.600

33733.200

 


 

PROFIT & LOSS ACCOUNT

 

PARTICULARS

 

31.03.2008

31.03.2007

31.03.2006

Sales Turnover

22712.700

18449.100

15886.900

Other Income

164.500

162.500

119.800

Total Income

22877.200

18611.600

16006.700

 

 

 

 

Profit/(Loss) Before Tax

296.100

277.100

1363.800

Provision for Taxation

22.500

24.400

92.200

Profit/(Loss) After Tax

273.600

252.700

1271.600

 

 

 

 

Expenditures :

 

 

 

 

Cost of Goods Sold

5771.300

5719.300

 

 

Manufacturing Expenses

5934.400

5292.400

 

 

 

Administrative Expenses

1150.600

958.900

 

 

 

Purchases made for re-sale

3055.400

369.700

 

 

 

Increase/(Decrease) in Finished Goods

(94.900)

(536.400)

 

 

 

Salaries, Wages, Bonus, etc.

2308.200

2014.700

14642.900

 

 

Managerial Remuneration

25.800

28.600

 

 

 

Payment to Auditors

12.300

9.700

 

 

 

Interest

1314.000

1502.600

 

 

 

Depreciation & Amortization

1366.400

1433.600

 

 

 

Other Expenditure

1737.600

1541.400

 

 

Total Expenditure

22581.100

18334.500

14642.900

 

 

QUARTERLY RESULTS

 

PARTICULARS

 

 

 

30.06.2008

 

Type

 

 

1st Quarter

 Sales Turnover

 

 

5454.200

 Other Income

 

 

124.800

 Total Income

 

 

5579.000

 Total Expenditure

 

 

4921.600

 Operating Profit

 

 

657.400

 Interest

 

 

322.100

 Gross Profit

 

 

335.300

 Depreciation

 

 

294.300

 Tax

 

 

2.600

 Reported PAT

 

 

38.400

 

 

KEY RATIOS

 

PARTICULARS

 

31.03.2008

31.03.2007

31.03.2006

Debt Equity Ratio

1.37

1.30

1.25

Long Term Debt Equity Ratio

0.92

0.48

0.84

Current Ratio

1.45

1.13

1.94

TURNOVER RATIOS

 

 

 

Fixed Assets

0.76

0.88

0.75

Inventory

3.58

3.28

3.28

Debtors

9.36

6.44

4.72

Interest Cover Ratio

1.20

1.18

2.02

Operating Profit Margin (%)

16.03

17.42

26.18

Profit Before Interest Tax Margin (%)

9.77

9.65

16.63

Cash Profit Margin (%)

7.78

9.14

17.39

Adjusted Net Profit Margin (%)

1.52

1.37

7.83

Return on Capital Employed (%)

6.48

5.34

8.52

Return on Net Worth (%)

2.26

1.81

9.17

 

 

 

LOCAL AGENCY FURTHER INFORMATION

 

The company was incorporated on 1st June, 1931 at Ahmedabad in Gujarat having Company Registration Number 93.

 

Subject is the flagship company of Lalbhai Group, which was incorporated to manufacture cotton textiles.  

 

Subject for long has been one of the leading cotton manufacturing companies in the country producing conventional suiting fabrics, shirting fabrics sarees had moved into denim manufacturing in 1980's.

 

Subject has a wide product range, which includes Suitings, Shirtings, Sarees Dress Materials has diversified into Denim manufacture is the 5th largest denim manufacturer in the world. 

 

Subject has tie-ups with H I Lee Cluett International, USA to manufacture denim jeans Arrow shirts respectively.

 

The denim project went on stream in 1991. 

 

Subject's recent tie-ups include its technical marketing alliance with F M Hammerie Von-Ogensever Waltungs, Australia, the USA based Alamac Knit Fabrics Spinners Webexi Dict Turt, Switzerland.  Other brportfolio are Flying Machine, Ruggers, Newport, Ruf-and-Tuf, Excalibur, etc.

 

During 1985 the company diversified into electronics by setting up a plant to manufacture electronic telephone exchanges (EPABX). It also entered into marketing pharmaceutical products B&W colour television sets under the name Pyramid.  Rohit Mills, a sick textile unit was merged with the company with effect from 1st November, 1996 renamed Asoka Cotsyn division.  The company now proposes to merge Arvind Intex, a subsidiary company engaged in cotton spinning activities, in which it holds a stake of 49.89%.

The company had also ventured into production of video magnetic tape of VHS Standards in 1988.  In this regard, the company had signed an agreement with Victor Company of Japan for technical assistance licence for production marketing of videotapes.

 

The company has taken over the management of Nagri Mills Company Limited proposed to modernize the existing capacity. 

 

The green field textile project at village Santej with a capacity of processing 34 million meters per annum had commenced commercial production with effect from 1st April, 1999. It also started operating two captive Co-generation Power plants after test runs in the 2nd 3rd quarter of 1998-99.

 

The company commissioned its' shirtings facility at Santej during the first quarter of 2000 the Knits facility was commissioned in the third quarter of 2000.

 

The company was also planning a rights issue sale of non-core assets if lenders agree to the restructuring proposal prepared by KSA Techno Pak, an Indo-US consultant Jardine Fleming, now Chase Jardine Fleming.

 

It intends to raise Rs.1000 millions through the rights issue Rs.750 millions through sale of assets, mostly real estate. The money would be used to buy back debt. The restructuring proposal is strictly subject to the lenders agreeing to sell back a minimum of Rs.5500 millions debt the company would raise new debt to part-finance the buyback.

 

 

 

HISTORY

 

Subject is the largest cotton textiles manufacturer and exporter in India. They are the leading player in the branded garments in the domestic market. The company's principal business consists of manufacturing and marketing of Denim Fabric, Shirting Fabric, Shrits, Knitted Fabric and Garments. The company having the rights to market international brands such as Lee, wrangler, Arrow and Tommy Hilfiger in India. The company has also owns popular brands such as Newport, Flying Machine, Excalibre and Ruf & Tuf. They are having their production facilities at Ahmedabad, Mehsana, Gandhinagar in Gujarat, Pune in Maharashtra and Bangalore in Karnataka. 

 
Subject was incorporated in the year 1931 as Arvind Mills Ltd by three brothers Kasturbhai, Narottambhai and Chimanbhai. In the year 1934, they established themselves amongst the foremost textile units in the country. They are first company to bring globally accepted fabrics such as Denim, yarn dyed shriting fabrics & wrinkle free gaberdines to India in the year 1986. 

 
In the year 1987, they started retail outlets for 'Arrow' brand and became the first company to bring international shrit brand 'Arrow' to India. The company joint venture includes their technical and marketing alliance with F M Hammerie Von-Ogensver Waltungs, Austria, the US based Alamac Knit Fabrics & Spinners and Webexi Dict Turt, Switzerland. Company in 1985 has diversified into electronics by setting up a plant to manufacture electronic telephone exchanges (EPABX). They also entered into marketing pharmaceutical products and B&W and colour television sets under the name Pyramid. 

 
During the year 2001-02, the compnay increased the number of Spindles and Stitching Machines by 2036 Nos and 38 Nos respectively. In the next year, they further increased the number of Stitching machines by 7 Nos. During the year 2003-04, the company expanded their shirts manufacturing capacity from 2.4 million pieces to 4.8 million pieces per annum. During the same year, their subsidiary company, Arvind Spinning Limited commenced their operation. 

 
In March 2005, the company commenced their operations of producing Jeans Pant in Bangalore with the installed capacity of 4 million Pcs per annum. During the year 2005-06, new Denim collection was launched which was aimed at the Super Premium brands of the USA, Europe, Japan & Korea. The response to this collection was good and they have opened new venues for the Denim division. 

 
The company demerged and transfered the Garments Business Division of their 100% subsidiary company, Arvind Brands Limited and amalgamate Arvind Fashions Ltd, a 100% subsidiary of Arvind Brands Limited with them with effect from April 1, 2006. Also The Company has a joint venture company namely Arvind Murjani Brand Private Limited, through which they hold license to sell Tommy Hilfiger brand apparel in India. 

 
The operations of Arvind Brands Limited and their subsidiaries were merged with the Company with effect from April 1, 2006. The wholesale branded apparel business of Arvind Fashions Limited has been sold to VF Arvind Brands Private Limited with effect from August 31, 2006.  

 
In March 2008, the company signed a exclusive license agreement with The Philips-Van Heusen Corporation for designing, distribution and reatiling of IZOD brand apparels in India. From May 2008, the company name was changed from Arvind Mills Limited to Company.

 

 

OPERATIONS 

The Directors are pleased to inform that the company has been able steer through financial year 2007-08, which was another challenging year, The company continues to operate the denim capacities at lower utilization level and has In fact shut down one of the manufacturing units and also had to face the rapidly rising energy cost as the gas supply agreement ended in November 2007. The impact of the factors is visible in the results. Even though the turnover went up by 23%, the operational earnings increased merely by 7%. 

 
The company has registered a Net Profit after Extra-ordinary Items of Rs.270.000 Millions compared to 1200.000 Millions in the previous financial year, a drop of 77%. 

 
A detailed analysis of the financial results is given in the Management Discussion and Analysis Report which forms part of this report. 

 
The company during the year laid out the strategy of transforming itself from being a fabrics and apparel solutions company to a diversified business group with focus on branded apparels aid retailing. Over the last eight decades, ability of the company to understand change and willingness to evolve has helped it to change the face of fashion itself. Today, as they enter an exciting new world of opportunities, the company has gone through a new phase in its evolution to address the aspirations of its stakeholders. To reflect the new focus the company has changed its name from 'The Arvind Mills Limited' to 'Arvind Limited' and launched a new brand identity. 

 

FINANCE 

 

During the year, the company has repaid the installments of Term Loans amounting to Rs.1650.000 Millions falling due during the current year. The Company has also made fresh borrowings of Rs.810.000 Millions for funding capital expenditure and other requirements. Long Term Debt including lease of the company stands to Rs.11720.000 Millions as on 31st March, 2008. 

 

SUBSIDIARIES 
 

A detailed discussion on subsidiary companies and their performance during the year is contained In the Management Discussion and Analysis Report which forms part of this Report. 

 
Pursuant to Accounting Standard AS-21 Issued by the Institute of Chartered Accountants of India the Company has prepared Consolidated Financial Statements of the Company and its subsidiaries are included in the Annual Report. 
 
In view of die closure of business and disposal of the business undertaking, the accounts of Arvind Overseas (Mauritius) limited, Arvind Spinning Limited and Lifestyle Fabrics Limited, have not been prepared on the going on concern basis. Aakar Foundationwear Limited and Arvind Textile Mills Limited have not commenced their businesses; hence, the accounts of these subsidiary companies have not been consolidated with accounts of the company as per the provisions of the Accounting Standard 21 relating to consolidation of accounts. 

 

 

CORPORATE GOVERNANCE 

 
The Company is committed to the tenets of good Corporate Governance and has taken adequate steps to ensure that the requirements of Corporate Governance as laid down in Clause 49 of the Listing Agreement are complied with. 

 
A separate report on Corporate Governance and a Management Discussion and Analysis Report are being published as a part of the Annual Report of the Company. 

 
The Auditors of the Company have certified that conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement are complied by the Company and their Certificate is annexed to the Report on Corporate Governance. 

 

 

UNCLAIMED DIVIDEND

 

Pursuant to Section 205A of the Companies Act, 1956, unclaimed dividends upto and including the financial years 1993-1994 have been transferred to the General Revenue Account of the Central Government. Shareholders who have not encashed their dividend warrants relating to any financial year upto 1993-1994 are requested to claim the amounts from the Registrar of Companies, Gujarat, ROC Bhavan, Near Ankur Bus Stand, Naranpura, Ahmedabad 380 013 in the prescribed form. Investors may write to the Secretarial Department of the Company or the Registrars and Transfer Agents for a copy of the form.

 

Pursuant to the provisions of Section 205(5) of the Companies Act, 1956, dividends on equity shares for the financial years 1994-95 to 1997-98 which were remained unclaimed for a period of 7 years from their due dates have been transferred by the Company to the Investor Education and Protection Fund (IEPF) established by the Central Government pursuant to Section 205C of the Companies Act, 1956. Shareholders are requested to note that no claims shall lie against the said Fund or the Company in respect of any amounts which were unclaimed and unpaid for a period of seven years from the dates that they first became due for payment and no payment shall be made in respect of any such claims.

 

The Company did not declare any dividends on equity shares for the financial years 1998-99 to 2003-04.

 

 

MANAGEMENT DISCUSSION & ANALYSIS: 

 

OVERVIEW: 
 
2007-2008 has been a year of mixed bag for the company. While the company achieved significant part of the goals set out for the year, macro economic factors have continued to affect the business adversely. 

 
The company continues to focus on the strategic efforts initiated in the previous financial year towards long term stability. In the current year company has made rapid strides in the branded apparel business and retail business of the company. The year also saw strategic cutback in the fabric manufacturing capacities. 

 
Reflecting the shift in the company focus from traditional business of textile to diversified value added player the company changed its name from 'The Arvind Mills Limited' to 'Arvind Limited' and launched a new brand identity and logo. 

 

OPERATING ENVIRONMENT: 

 
The Company operates across multiple products and businesses in diverse markets and environments. These include the Indian retail market for its branded apparel business as well as value retail operations under 'Mega Mart' umbrella, the Indian intermediary market for fabrics, Indian brands and third party converters for its fabrics and apparels and the global market for the fabrics and apparel business. 

 

 

INDIAN INTERMEDIARY MARKET: 

 
The demand in the domestic market continues to grow at robust pace on back of growing economy. However there exist substantial excess capacity across product groups due to huge capacity creation in anticipation of growth, with the export market weakening, the players are also diverting production meant for export to Indian markets. The situation is acute in the denim and Khakis product group with almost 100% over capacity and with quite a few new capacities coming up in the current year shirting fabric will also soon face the supply glut. 

 
The company in response to this situation has strategically reduced capacity producing commodity products and thus reducing the fixed operating cost. The company is focused on delivering value added products and services where the margins are better. The company is focusing on building unique product and delivery capabilities to maintain distinctive competitive advantage and current year would see launch of such initiatives. 

 

 

EXPORT MARKET: 

 
Global trade in apparel and textile for 2006 was estimated to be at US$ 311 billion and growing at pace of 12% up from 6.5% from the previous financial year. The growth figure for 2007 is estimated to be lower. The value of US imports in apparel and textile space was US$ 96 billion of which apparel alone contributed US$74 billion. In the global apparel and textile s export market 65% share is controlled by China alone and with India coming a distant 8th position. Interestingly India occupies a safe second position at 15% of global textile and apparel production behind 50% share of China, indicating a very robust domestic market. Despite reports of an economic slowdown and a 'Hesitation Holiday,' the U.S. apparel market posted growth this past year. According to The NPD Group, Inc., leading provider of consumer and retail information, 2007 dollar volume sales were $195.6 billion, up 3% over the prior year. The 2008 though has not begun on positive note with the total import into USA in the first three months of 2008 has fallen by 4% with Mexico bearing the maximum brunt followed by Sri Lanka, Philippines and China. Indian and Bangladesh imports have relatively done well and in fact have grown by about 4.5% and 5% respectively. Vietnam is fast emerging as a credible sourcing destination and has grown its exports into US by astounding 29%. 

 
Cotton fabrics and apparel is the primary space in which the company operates and the one of the best ways to track the growth could be to track the global consumption of cotton. The cotton consumption for the year is estimated to remain flat at 26.70 Million Metric tons. A possible inter pretation could be that globally the cotton apparel and textile markets could see a flat growth in volumes and possibly some improvements in the value. In spite of this situation the cotton prices are at five year highs on back of rapid rise in the global commodity prices. A direct impact of this is being reflected in the global trade. US import of cotton apparel though has fallen by 4% in line with the trend but volumes from China which is a net importer of cotton has fallen by sharper 11% and the value of imports from Mexico has dropped by 14%. India in spite of being surplus on cotton has not been able to capitalize on the situation and has grown business merely by 3%. 

 
According to the statistics from China Customs, China's textile and apparel exports for 2007 totaled US$171 billion, an increase of 19% as compared with the corresponding period of last year. Among such exports, textiles and apparels exports amounted to US$56 billion and US$115 billion respectively, grew by 15% and 21% as compared with the corresponding period of last year. In 2007, China's exports to 4 markets (the EU, the US, Japan and Hong Kong) amounted to US$91 billion in aggregate, accounting for 53% of the total textile export value, among which exports to the EU amounted to US$28 billion with a decrease of 2%, exports to the US amounted to US$25 billion with a growth of 14%, exports to Japan amounted to US$20 billion with an increase of 4%, and exports to Hong Kong amounted to US$18 billion with a growth of 1%. 

 
The biggest opportunity that could lie ahead is the relative weakening of Chinese competition. Chinese government has adjusted the tax rebates policy for exports which lowered the rebate rate for textile exports from 13% to 11% of 2442 items have been put on trade exports restriction list including textile. It is expected that the Chinese government will further accelerate the change in the components of foreign trade in 2008, with an aim to redress the imbalance of the balance of payments. Measures to be taken include tough restrictions on the export of energy-consuming and highly polluted resource products. After six interest rises in 2007, the one-year loan interest rate of China has already rose to 7.47%, leading to the continuous increase in finance cost of Chinese enterprises. 
 
INDIAN RETAIL MARKET: 

 
The estimated size of Indian retail market is about US$280 billion of which apparel forms about 7% of this market estimated at US$19 billion. Whereas the organized retail which is the customer and market space the company operates in is only a miniscule US$14 billion or 5%. Within the apparel market space the share of menswear which is the largest customer base of the company both as customers for fabrics as well as end consumers of branded apparel is estimated to be about US$7.92 billion. Compared to overall average, the organized retail penetration in apparel is relatively higher at almost 12%. The organized retail penetration though high in the urban area is still at nascent stage in the Tier II and III cities. If we breakdown the organized retail, apparel forms the largest chunk at 39% of the total market and the next nearest being electronics at 10%. 

 
Whereas the overall apparel retail market is growing at an estimated rate of 13% the pie of organized retail is expected to grow at over 25%-30% per annum. Organized retail is likely to account for 25% to 30% of the total retail markets in next ten years. The prospering economy in the last decade has increased the number of upper middle class and middle class households by 158% and 62.5% respectively, increasing the overall purchasing power considerably. 

 
The retail revolution is also being aided by the rapid growth in availability of quality retails space. The year under review has seen astronomical growth in the mall space from 5.4 Million sq. ft. to 8.8 Million sq. ft. in one year. Even this rate of growth has not been in commensurate with the requirement and rentals had headed north steeply. With the supply finally catching up with demand and the rentals returning to reasonable rates the organized retail is expected to grow even faster.  

 
The unorganized sector is continuously being squeezed by the value conscious branded apparel and the private labels. Branded apparel companies exploit the brand equity of their products coupled with scale of operations and deliver a better product to the end consumer and managing better margins at the same time. Around 125 key brands have collectively grown at 35% to 40% while many smaller players have suffered negative growth. 

 
The future demand for the branded apparel and resultant growth for apparel retail players is expected to be robust due to varied factors but important among them being: 

 

 
In summary even though there may be some growth dampening in the coming financial year due to rapidly rising inflation and a general recession in the developed world, the growth story remains intact and the fundamentals of the market is likely keep the wagon wheels of organized apparel retail moving faster. 

 

 

RESULT REVIEW: 

 
Revenue of the Company, for the year ended 31st March 2008, was Rs.22710.000 Millions. This represents an increase of 23% over the revenue of Rs.18480.000 Millions for the previous financial year. The operating profit for the year ended 31st March 2007 stood at Rs.3040.000 Millions as against Rs.3210.000 Millions in the previous financial year, representing a drop of 5%. There is an exceptional item of loss as the company based on principle of prudence & in conformity with the announcement made by the Institute of Chartered Accountants of India, has provided for the loss of Rs.125.600 Millions on the foreign exchange derivatives entered into by the Company and outstanding on the balance sheet date, on account of marking these derivatives to market (MTM). Also during the year the Company has introduced Voluntary Retirement Scheme for certain category of employees and the expenses incurred on account of this has been amortized up to 31st March 2010 & recognized as exceptional items in accordance with Accounting Standard 15 (Revised). The exceptional item also includes an income on account of provision no longer required of Rs.81.000 Millions. The profit after tax and extra ordinary items stood at Rs.270.000 Millions compared to Rs.1200.000 Millions in the previous financial year, representing a drop of 77%. 

 
SALES & OPERATING INCOME: 

 
Business revenue from the fabric business is unchanged compared to previous year primarily due to lower denim volumes. Revenues from the apparel exports business grew by 40% on account of full year operation numbers of the Jeans plant. The revenue of Arvind Brands for the year ended 31st March 2008 was at Rs.4850.000 Millions up by 39%. The turnover also includes Rs.1060.000 Millions from cotton trading activity which was not present in previous financial year. 

 
The Sale mix pie would clearly reflects forward strategy laid out by the company where the fabrics business has gone below 50% of the total turnover. 

 
Denim at one point of time used to constitute more than two thirds of the company's turnover has gradually declined and today accounts for only 32% of the turnover with shirting forming 13% and knits fabrics business forming the remaining 2%. Previous financial year denim had formed 41% of the turnover. 

 
RAW MATERIALS: 

 
The increase in raw material consumption is mainly because of substantially higher cotton prices in the last quarter of the financial year. The prices for the cotton used in denim remained low for first nine months as the company had bought cotton at bargain prices at the opening of the previous season hence the increase in price is steeper. The cotton and yarn prices for other products were slightly higher as compared to the previous year.  

 

 

BUSINESS REVIEW & DEVELOPMENTS:  

 

DENIM: 
 
The denim realization and volume which had improved in first few quarters slipped back on account of downturn in both US and EU order positions in the third quarter but has subsequently regained lost ground at least on account of volume. The sales mix in spite of efforts from the company is skewed in favour of exports as the domestic market continues to be in oversupply, suffered severe setbacks. While the reinforced sales tem in the US and EU were supposed to bring in volumes to offset the cost incurred on them, the altered market condition and worsening currency scenario has pushed the plans further back. The below par performance of retailers in the current holiday season and continued trouble at one of the major customers has further depressed the order book. The company as a long term strategy is reducing capacity of its denim operations in the country and as informed in the past shut down the 20 Million meters per annum Khatrej unit. The company intends to focus only on the premium and mid premium product segments and for regular market is exploring possibilities of moving manufacturing capacities to logical locations. 

 
The company has almost completed the process of voluntary separation of workers at its Khatraj unit and is currently exploring alternative uses for the location. 

 


BRANDED APPAREL RETAIL 


The branded apparel and retail business of the company continues to perform exceptionally well. The sales for the year at Rs.4830.000 Millions have grown by 39% over previous financial year. The current year saw 100% growth in sales volume of Flying Machine brand which was re-launched with new look and Mr. Abhishek Bacchan as Brand Ambassador.  

 
Multiple brand portfolio at multiple price points strategy is yielding desired results with rapid rise in the turnover. Focusing on value through Megamart chain is expanding on the projected rate and currently stand at 83 small format and 1 Large Format store. License agreement for Cherokee, US Polo Association, IZOD, Pierre Cardin, Hart Shaffner Marx and Sansabelt were concluded during the year. Your Company now has one of the strongest portfolio of brands in the country and is in unique position to take leadership position across customer segments. MegaMart opened its first Outlet Centre in Chennai on the 23rd January, 2008 and plans to have 30 such Megamart Outlet Centers in top 20 cities over the next 4 years. 

 
The company's focus on supply chain has resulted in clearance in the old season inventory and general compression in the working capital cycle. The business had delivered positive PBDIT for three
quarters as well as for the whole year and the portfolio of mature brands continue to return their best ever performances.  


GARMENT OPERATIONS 


Shirts product group volume has grown by 27% compared to previous financial year. The Shirts business is also the only business in the group which has been relatively insulated from the rapid slide in Dollar as most of the sales are to EU customers and denominated in Euro. The company is looking for leasehold facility to increase the volume and is likely to add volumes in the first quarter of next financial year. Both the operation parameters and earnings levels are at all time high at the shirts business. Knits product group grew by 41% by volume and 32% by value compared to previous financial year. The company strategy of focusing only on the value added segment has yielded very positive results and reflected in the earnings. The company is in a position to offer unique offerings to discerning customers at value price due to its efforts in installing both facilities and process like panel printing, overall printing, and certification for Organic and Fair Trade products. 

 
Jeans product group had its first full year of operation. The washing plant operations are streamlined and the company has been able to establish possibly the best denim laundry in the country. The projections provided by the key customers for the on coming season look very encouraging.


SHIRTING 


With new focused management and operations team in place the operational parameters are at all time high and the product group has returned their best ever earnings performance in last three years. The order book which had suffered in the past due to lack of fresh placement from Indian exporters has been bolstered by rapid growth in orders by Indian brands and retail companies. Here again the focus on delivering unique products at value has positioned the company for long term sustainable growth in this segment.  


 
SUBSIDIARIES 
 
ARVIND PRODUCTS LIMITED 


The company returned profits for second year in row but lower by 59% compared to previous financial year. The performance of the company has been affected by two factors, reduction in volumes at Arvind Intex which is a captive spinning unit for Denim business reflecting in the reduction capacity utilization. Khakis division which was doing extremely well in the previous financial year and the first half of the current financial year has suffered some downturn due to sudden drop in volumes in the exports market. 

 
ANUP ENGINEERING LIMITED: 

 
A group company engaged in Engineering and fabrication business listed on Ahmedabad Stock Exchange. The company was referred to BIFR in 2001 based on March 2001 balance sheet. BIFR order passed in 19th July 2007 had converted the Rs.20.000 Millions advanced by Arvind into Equity and with this conversion Arvind will control 59% of the expanded equity making it a subsidiary of the company. The company has done remarkable turnaround in last three years and business has been growing at a rapid pace and already booked for most of next financial year. The company had a turnover of about Rs.630.000 Millions and profit after tax of Rs.80.000 Millions for 2007-08. 


OUTLOOK 
 

Denim performance is expected to remain at the current levels and any incremental volume and realization will be impacted by the exchange rate of Rs.40 to US$ at which the company is hedged for 2008-09. The company expects no significant increase in interest rates from the current level but expects reduction in debt level. Fabrics as product group is expected to maintain the current level of operations and improvement in earnings over the last quarter of 2007-08 is likely to come way of better product mix and process efficiencies. Turnover increase will primarily come from the Brand and Retail business and Jeans factory utilization. Power situation will remain under stress for major part of the year and the possibility of relief by way of fresh gas supply is at best possible only in second half of the year. In spite of going through the lowest phase in its existence denim is still the largest revenue earnings product and Shirting which has long been performing below potential is showing sighs of maturing and the drop in denim earnings have to an extent being cushioned by shirting. The new generation business of Megamart and Brands are contributing to turnover but not yet a significant contributor to earnings.  

 
In light of the above outlook company had embarked on a strategy of moving away from focus on fabrics and focus on lifestyle brands, retailing and value-added fabric and garmenting solutions. The strategic action plan focuses on following pillars: 

 

 
The new brand identity and name change of the company was to reflect the strategic focus. They believe the impact of new and focused strategy will be seen in the coming financial year. 

 

 

CONTINGENT LIABILITIES

 

(a) Bills discounted Rs.869.000 Millions

 

(b) Claims against the Company not acknowledged as Debt Rs.103.400 Millions

 

(c) Guarantees given by the Banks on behalf of the Company Rs.33.800 Millions

 

(d) Guarantees given by the Company on behalf of the subsidiary/ joint venture companies Rs.611.500 Millions

 

(e) Excise/Custom demands, Sales Tax demands, Income Tax demands and Service Tax demand in dispute Rs.33.600 Millions, Rs.160.100 Millions Rs.04.100 Millions and Rs.05.300 Millions respectively.

 

(f) Dividend on Redeemable Cumulative Non Convertible Preference Shares Rs.07.400 Millions

 

(g) Liability for Recompense Payment Rs.729.200 Millions. The payment and the rate at which Recompense Payment is payable is contingent on the repayment of the Total Outstanding to the Restructured Lenders in terms of the Scheme of Restructuring approved by the High Court of Gujarat.

 

 

COMPANY’S SHARE IN:  

 

(i) Contingent Liability in respect of guarantee given by Bank Rs.6.300 Millions

(ii) Excise Duty Demand in Dispute Rs.0.300 Millions

(iii) Capital commitments Rs.25.800 Millions 

(iv) Counter Guarantee given to ultimate holding company Rs.520.000 Millions

(c) Financial Interest in Diesel India Fashions Arvind Private Limited has not been disclosed as the said Joint Venture has not commenced any business.

 

Factory Building is taken on lease period of 20 years with the no option of renewal, no sub lease of the building and having an escalation clause for increase in lease rental by 15% after every 3 years.

 

Plant and Machineries are taken on operating lease for a period of 3 to 60 months with the option of renewal.

 

The Particulars of these leases are as follows: (Rs. In Millions)

 

Particulars

31.03.2008

 

 

Future Minimum lease payments  obligation on non-cancellable

operating leases :

247.700

Not later than one year

47.300

Later than one year and not later  than Five years

178.100

Later than five years

22.300

Lease Payment recognised in Profit and Loss Account

83.700

 

 

Trade Reference:

 

v         Atul Enterprises

v         Albaj Engineering Corporation

v         B. Trikamlal and  Company

v         Climax Marketing Private Limited

v         Fourwent Engineering Company

v         Geekay Corporation

v         Chamunda Fabrication

v         Chipko Bonding Systems

v         Siddhi Polymers Private Limited

v         Archem Industries

v         Arjyot Chemicals Private Limited

v         Synergy Chlorinations Private Limited

v         Bhagat Engineering Works

v         Bhavik Industries

v         Shree Laxmi Engineering

v         Gemini Polyplast Industries

v         Sun Industries

v         Khodiyar Industries

v         R-Tex Enterprise

 

Fixed Assets:

 

 

 

As Per Web Details

Profile

The Subjectwas set up with the pioneering effort of the Lalbhai brothers in 1931. With the best of technology business acumen, Arvind has become a true Indian multinational, having chosen to invest strategically, where demhas been high quality required has been superlative. Today, The Subject is the flagship company of Rs.20 billion (US$ 500 million) Lalbhai Group.

Subjecthas set the pace for changing global customer demands for textiles has focused its attention on select core products. Such a focus has enabled the company to play a dominant role in the global textile arena. With its presence across the textile value chain, the company endeavors to be a one-stop shop for leading garment brands.

Forevision Technology has brought Arvind to be one of the top three producers of Denim in the world, on its way becoming the Global Textile Conglomerate. Arvind is already making its presence felt in Shirting’s, Knits Khakhis fabrics apart from being all set to create ripples in the ready to wear  Garments world over.

 

 BOARD OF DIRECTORS:

 

CHAIRMAN AND MANAGING DIRECTOR

Mr. Sanjay S. Lalbhai

 

He is a Chairman and Managing Director of the Company. He is a Science Graduate with a Master's degree in Business Management. He has been associated with the Company for more than 28 years. He also holds directorships in Arvind Spinning Limited, Mauritius, Amol Decalite Limited, Mahindra Gujarat Tractor Limited, Torrent Pharmaceuticals Limited, Arvind Worldwide Inc., USA, Arvind Worldwide (M) Inc. and Arvind Overseas (M) Limited.


DIRECTOR AND CHIEF FINANCIAL OFFICER

Mr. Jayesh K. Shah

 

He is a Wholetime Director with designation of Director and Chief Financial Officer of the Company. He is a Commerce Graduate and Chartered Accountant and has been with the company for more than 22 years. He has a distinguished academic career and extensive administrative, financial, regulatory and managerial expertise. He also holds directorships in various companies. 

 

 

OTHER DIRECTORS

Mr. S. R. Rao (Nominee of EXIM Bank)

 

He is a Nominee Director of EXIM Bank. He is a graduate from The Indian Institute Of Technology, Bombay. He is the Chief General Manager of EXIM Bank of India. He is also on the Board of Global Procurement Consultants Limited, Global Trade Finance Limited, and Nagarjuna Oil Corporation Limited

 

Mr. K.M. Jayarao (Nominee of ICICI Bank)

He is a Nominee Director of ICICI Bank Limited, He is a B.E. (Mechanical) and a Senior General Manager of ICICI Bank Limited. He is also on the Board of Ispat Industries Limited, Nagarjuna Fertilizers and Chemicals Limited, Share Microfin Limited, and Aban Loyd Chiles offshore Limited.

 

Mr. Sudhir Mehta

He is a Non-executive and Independent Director of the Company. He is a Science Graduate from Gujarat University He was instrumental in the growth and progress of Torrent Pharmaceuticals Limited, the flagship Company of the Torrent Group. He systematically expanded the power business of Torrent Group by acquiring significant stakes in the Torrent Power AEC Limited, and Torrent Power SEC Limited, and Torrent Power Generation Limited now merged with Torrent Power Limited and one among the few successful independent power projects in India. He has managed strategic alliance with leading international giants from U.K., Germany, France and USA. He is an Executive Chairman of Torrent Power Limited, Chairman of Torrent Pharmaceuticals Limited and Torrent Private Limited and a Director of The Torrent Power Transmission Private Limited,


Mr. Tarun Seth

He is a Non-executive and Independent Director of the Company. He has a master's degree in Arts (Sociology) from M.S University and ITP Harvard Business School, USA. He is a Management Consultant. He was a President of Bombay Management Association and a member of professional bodies like Indian Society for Applied Behavioral Science, Indian Society for Training and Development and Bombay Management Association. He is on Board of various Companies. He is a former faculty member of Motorola University and has trained Motoral managers in the US, Europe, Australia, China, Taiwan, Singapore and India. He is an independent and a non-executive Director of the Company.

 

Mr. Munesh Khanna

He is a Non-executive and Independent Director of the Company. He is a Chartered Accountant from Institute of Chartered Accountants of India. He has 21 years of experience in Investment Banking from across the Industrial spectrum in India in the areas of M&A, Financial Restructuring and Resource Raising. In addition, he has also an extensive experience in the Energy, Utilities and Telecom sectors.

 

Prior to joining Halcyon Resources & Management Consulting Private Limited, he was the Managing Director and Head of Investment Banking in DSP Merrill Lynch. Prior to this he was the Country Head and Managing Director of Rothschild India and Partner- Country Head of Arthur Andersen Corporate Finance. He has advised Indian Lenders on the Restructuring of the Dabhol Power Project and LNG facility for a total value of US$ 1.9 billion. AXA on its joint venture with Bharati Group, Air Deccan on raising funds US$ 40m through Private Equity and IPO and many other significant transactions.

 

He is a member of the Young President Organisation (YPO). He was also a Member of CII and a member of the Executive Committee of Federation of Indian Chambers of Commerce and Industry ('FICCI') and Co - Chairman of the Finance & Capital Market committee of FICCI.

 

Mr. G.M.Yadwadkar (Nominee of IDBI)

He is a Nominee Director of IDBI. He is a General Manager of IDBI, Ahmedabad. He is also on the board of Ecoboard Inds. Limited, Pune, SJK Steel Plant Limited, Hyderabad, Gujarat Alkalies & Chemicals Limited,  Vadodara and Gujarat Industrial and Technical Consultancy Organization Limited,

 

 

 


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.46.34

UK Pound

1

Rs.82.96

Euro

1

Rs.65.82

 

 

SCORE & RATING EXPLANATIONS

 

SCORE FACTORS

 

RANGE

POINTS

HISTORY

1~10

9

PAID-UP CAPITAL

1~10

9

OPERATING SCALE

1~10

9

FINANCIAL CONDITION

 

 

--BUSINESS SCALE

1~10

10

--PROFITABILIRY

1~10

8

--LIQUIDITY

1~10

9

--LEVERAGE

1~10

9

--RESERVES

1~10

9

--CREDIT LINES

1~10

9

--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

 

81

 

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