MIRA INFORM REPORT

 

 

Report Date :

18.08.2011

 

IDENTIFICATION DETAILS

 

Name :

PREMIUM  TOBACCO  ASIA  LTD.

 

 

Registered Office :

C/o Prima Secretaries Ltd.

Suite 605, 6/F., China Insurance Group Building, 141 Des Voeux Road Central

 

 

Country :

Hong Kong

 

 

Date of Incorporation :

20.09.2004

 

 

Com. Reg. No.:

34955564

 

 

Legal Form :

Private Limited Liability Company 

 

 

Line of Business :

---

 

RATING & COMMENTS

 

MIRA’s Rating :

Ca

 

RATING

STATUS

PROPOSED CREDIT LINE

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

 

Status :

No Operating Office In Hong Kong

Payment Behaviour :

Unknown

Litigation :

--

 

NOTES :

Any query related to this report can be made on e-mail: infodept@mirainform.com while quoting report number, name and date.

 

 

ECGC Country Risk Classification List – March 31st, 2011

 

Country Name

Previous Rating

(31.12.2010)

Current Rating

(31.03.2011)

Hong Kong

A2

A2

 

Risk Category

ECGC Classification

Insignificant

 

A1

Low

 

A2

Moderate

 

B1

High

 

B2

Very High

 

C1

Restricted

 

C2

Off-credit

 

D

 


Company name

 

PREMIUM  TOBACCO  ASIA  LTD.

 

 

ADDRESS

 

Registered Office:-

c/o Prima Secretaries Ltd.

Suite 605, 6/F., China Insurance Group Building, 141 Des Voeux Road Central, Hong Kong.

[Tel: 2376 3611;  Fax: 2736 5115]

 

Holding Company:-

Premium Tobacco Holdings Ltd., British Virgin Islands.

 

Associated/Affiliated Companies:-

Boostafrica Traders (Pvt) Ltd., Zimbabwe.

Boxer Tobacco Co. Ltd., British Virgin Islands.

M L Agro Products Ltd., India.

Premium Active Tanzania Ltd., Tanzania.

Premium Boost Zimbabwe, Zimbabwe.

Premium Tama Tobacco Ltd., Malawi.

Premium Tobacco (Thailand) Ltd., Thailand.

Premium Tobacco Co. Ltd., Ireland.

Premium Tobacco India Pvt. Ltd., India.

Premium Tobacco International Ltd., Ireland.

Premium Tobacco Services (UK) Ltd., UK.

Premium Tobacco US Inc., USA.

Premium Tobacos do Brasil Ltda., Brazil.

 

 

BUSINESS REGISTRATION NUMBER

 

34955564

 

 

COMPANY FILE NUMBER 

 

0923667

 

 

DATE OF INCORPORATION 

 

20th September, 2004.

 

CAPITAL

 

Nominal Share Capital: HK$15,000,000.00 (Divided into 15,000,000 shares of HK$1.00 each)

 

Issued Share Capital: HK$5,500,000.00

 

 

SHAREHOLDERS

(As per registry dated 20-09-2010)

 

Name

 

No. of shares

Premium Tobacco Holdings Ltd.

9 Columbus Centre, Road Town, Tortola, British Virgin Islands.

 

2,805,000

M L Agro Products Ltd.

P.O. Box No. 18, Chilakaluripeta-522616, DT. Guntur, Andhra Pradesh, India.

 

1,045,000

Derek Mario BANKS

 

1,650,000

 

 

––––––––

 

Total:

5,500,000

=======

 

 

DIRECTORS

(As per registry dated 20-09-2010)

 

Name

(Nationality)

 

Address

Glyn John MORGAN

5 Shrublands Drive, Lightwater GU18 5QS, UK.

 

Derek Mario BANKS

67 St. Agnes Place, Chichester, PO19 7TU, UK.

 

Venkateswara Rao MADDI

P.O. Box No. 18, Chilakaluripeta-522616, DT. Guntur, Andhra Pradesh, India.

 

 

SECRETARY

(As per registry dated 20-09-2010)

 

Name

Address

Co. No.

Prima Secretaries Ltd.

Suite 605, 6/F., China Insurance Group Building, 141 Des Voeux Road Central, Hong Kong.

0569406

 

 


INDEBTEDNESS 

 

US$8,000,000.00 and HK$80,000.00  (Total amount outstanding on all mortgages and charges as per last Annual Return dated 20-09-2010)

 

 

MORTGAGE OR CHARGE

 

(See attachment)

 

 

GENERAL

 

Premium Tobacco Asia Ltd. was incorporated on 20th September, 2004 as a private limited liability company under the Hong Kong Companies Ordinance.

The subject does not have its own operating office.  Its registered office is in a commercial service firm located at Suite 605, 6/F., China Insurance Group Building, 141 Des Voeux Road Central, Hong Kong known as Prima Secretaries Ltd. [PSL] which is handling its correspondences and documents.  PSL is also the corporate secretary of the subject.  Your given phone number 2376 3611 and fax number 2736 5115 belong to PSL.

Formerly the subject’s registered office was located at Suite 1402, 14/F., 1 Duddell Street, Central, Hong Kong where was the old operating address of PSL.  PSL moved to the new address with effect from 28th September, 2009, so did the subject.

The subject has no employees in Hong Kong.

According to the Companies Registry of Hong Kong, the subject has issued 5.5 million ordinary shares of HK$1.00 each of which 51% are owned by Premium Tobacco Holdings Ltd., a BVI-registered firm; 30% are owned by Derek Mario Banks; and 19% by M L Agro Products Ltd. [ML Group].  Derek Mario Banks is a UK passport holder while ML Group was registered in India.  The equity held by Derek Mario Banks was held by Boxer Tobacco Co. Ltd. which was a BVI-registered firm.  It transferred its shares to Derek Mario Banks on 25th November, 2008.

The directors of the subject are Mr. Venkateswara Rao Maddi, Derek Mario Banks and Glyn John Morgan.  The former is an India passport holder while the third is also a UK passport holder.

The Managing Director of the subject is Glyn John Morgan.  Before joining the subject, Glyn John Morgan was the Asian Managing Director of Universal Tobacco.  He was graduated from St. Georges College.

The subject’s total amount outstanding registered with the Registrar of Companies as at 20th September, 2010 amounted to US$8,000,000.00 and HK$80,000.00.

The subject is a member of the Premium Tobacco Group [Premium Tobacco] of which main operation is in Brazil and has had a main office in the United Kingdom.  The subject belongs to Premium Tobacco Asia division.

The Group’s company in the United Kingdom is Premium Tobacco Services (UK) Ltd. [PTSUK].

Founded in 2002, Premium Tobacco is a fast growing tobacco group supplying to the cigarette manufacturers from many different origins like Brazil, Argentina, the United States, Thailand, India, Bangladesh, Malawi, China, Spain, Vietnam, Pakistan, Italy, Poland, etc.

The main operation of the Group in Brazil is the largest world exporter.  The Group is trying to develop and expand the operation in Argentina to attend a high demand of Argentinean tobaccos from some of its key customers.

Currently, PTSUK has set up regional control systems for the establishment and controls of treasury flows in the South American region.

In October 2004, Premium Tobacco Holdings and Citland UK merged their respective leaf tobacco business interests to create a new Premium Tobacco Asia division.  Citland’s strength in Asian sourcing and sales and Premium’s technical and sales strengths are expected to provide a strong base for growth within Asia and elsewhere in the Group.

The Group has been involved in the Chinese market for a number of years, Citland, which has been active in China since 1970, brought with it a wealth of Chinese-market expertise when it merged its leaf business with Premium in 2004.  So Premium increased its China-based business in 2007 and currently exports about 17,000 tons of flue-cured from China annually, a figure that it is aiming to push to 20,000 tons during the next few years.  At the same time, it imports tobacco into China from Brazil, the United States and Malawi, a profile it hopes to expand as China’s manufacturers widen their off-take horizons.

Also in October 2004, Premium Tobacco Asia and India’s ML Group agreed to create a joint venture company in India, Premium Tobacco India Pvt. Ltd. [PTI].  Maddi Venkateswara Rao has been appointed managing director of this company.

PTI is the vehicle for all Premium and ML Group’s Indian exports.  It purchases and processes utilizing the ML Group’s existing infrastructure, which has been complemented by the addition of new leaf processing and quality-control resources.

In line with the Premium Group’s strategy of forming equity relationships with committed and experienced companies, the ML Group has acquired a minority shareholding in Premium Tobacco Asia.

The Group continues to expand.  In recent years, it has established Premium Tobacco Spain and a sales and marketing joint venture with Cooperativa de Tabacaleros de Juyjuy which is an Argentina-based firm.

The subject in Hong Kong has been banking with The Hongkong & Shanghai Banking Corp. Ltd., Hong Kong, although business is not very active.

The subject has got banking facilities from HSH Nordbank AG, Singapore Branch, Singapore and from FBN Bank (UK) Ltd., the United Kingdom.

The Group and PTI sometimes deal with foreign firms under the name of the subject.

The subject is fully supported by Premium Tobacco Asia division and ultimately by the Premium Tobacco.

The subject has had close relationship with its associated company Premium Tobacco (Thailand) Ltd.

Since the subject does not have its own operating office and has no employees in Hong Kong, consider it good for business engagements on L/C basis.

 

COURT CASES:            None per our.

 

 

MORTGAGE OR CHARGE

 

Date

Particulars

Amount

13-01-2007

Instrument:        Security Over Deposits with the Bank (Limited Company – Under Seal)

Property:

Initially HK$80,000 and all monies whether now or hereafter standing to the credit of the Company’s deposit with the Bank under deposit No. 808-045306 and whatever currency it may subsequently be denominated in, any renewal of such deposit and the interest thereon together with any further moneys in any deposit account with the Bank at any of its offices

Mortgagee:        The Hongkong & Shanghai Banking Corp. Ltd., Hong Kong.

To secure all monies in respect of banking facilities

15-01-2007

Instrument:        Trade Finance Security Agreement

Property:

1)         Assignment of Moneys and Receivables and Insurances

2)         Pledge and Hypothecation of Goods and Documents

Mortgagee:        BNP Paribas (Suisse) SA, Switzerland.

As continuing security application to all current and future transactions for the payment on demand by the Chargee of: (a) all sums of money; (b) interest on all such sums of money; (c) all the Chargor’s other indebtedness and/or liabilities and obligations; and (d) all costs charges and other expenses

17-02-2011

Instrument:        Belgian Pledge Agreement

Property:

The Pledgor pledges as a first ranking security, the Pledged Assets and all rights accruing to, derived from or otherwise connected with them

Mortgagee:        FBN Bank (UK) Ltd., UK. [Pledgee]

The obligations or liabilities of any kind owed by the Obligors to the Pledgee under the Finance Documents

17-02-2011

Instrument:        Collection Accounts Charge Agreement

Property:

The Chargor charges, by way of first fixed charge, all of the Rights which it now has and all of the Rights which it obtains at any time in the future in respect of the Collection Accounts and in any Rights accruing to, derived from or otherwise connected with them

Mortgagee:        FBN Bank (UK) Ltd., UK. [Chargee]

The Secured Obligations

17-02-2011

Instrument:        Assignment Agreement

Property:

The Assignor assigns absolutely all of the Rights which it now has and all of the Rights which it obtains at any time in the future in the Assigned Contracts and in any Rights accruing to, derived from or otherwise connected with them

Mortgagee:        FBN Bank (UK) Ltd., UK. [Assignee]

The Secured Obligations

17-02-2011

Instrument:        Master Asset Pledge Agreement

Property:

Each of the Pledgors as security for the payment, discharge and performance when due of the Secured Liabilities, by execution of the Pledge Agreement agree to (a), mortgage, pledge and grant to the Pledgee a security interest in, a general lien upon and a right of set-off against, in and over all of the Pledged Assets; and (b) deliver all of the Pledged Assets to the Warehouse Company at the Warehouse, to hold the same on behalf of and for the benefit of the Pledgee

Mortgagee:        FBN Bank (UK) Ltd., UK. [Pledgee]

The Secured Obligations


 

FOREIGN EXCHANGE RATES

 

Currency

Unit

Indian Rupees

US Dollar

1

Rs.45.37

UK Pound

1

Rs.74.56

Euro

1

Rs.65.33

 

 

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

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

--

NB

                                       New Business

 

--

 

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%)

 

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

This report is issued at your request without any risk and responsibility on the part of MIRA INFORM PRIVATE LIMITED (MIPL) or its officials.