MIRA INFORM REPORT

 

 

Report Date :

23.02.2011

 

IDENTIFICATION DETAILS

 

Name :

BOMBAY RAYON FASHIONS LIMITED

 

 

Registered Office :

D – 1ST Floor, Oberoi Garden Estates, Chandivali, Farms Road, Chandivali, Andheri (East), Mumbai – 400072, Maharashtra

 

 

Country :

India

 

 

Financials (as on) :

31.03.2010

 

 

Date of Incorporation :

21.05.1992

 

 

Com. Reg. No.:

11-66880

 

 

CIN No.:

[Company Identification No.]

L17120MH1992PLC066880

 

 

TAN No.:

[Tax Deduction & Collection Account No.]

MUMM08816D

 

 

PAN No.:

[Permanent Account No.]

AAACM3447J

 

 

Legal Form :

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

 

 

Line of Business :

The Company is mainly engaged in the business of manufacturing of textiles consisting of fabrics and garments.

 

 

RATING & COMMENTS

 

MIRA’s Rating :

A (64)

 

RATING

STATUS

PROPOSED CREDIT LINE

56-70

A

Financial & operational base are regarded healthy. General unfavourable factors will not cause fatal effect. Satisfactory capability for payment of interest and principal sums

Fairly Large

 

Maximum Credit Limit :

USD 77000000

 

 

Status :

Good

 

 

Payment Behaviour :

Regular

 

 

Litigation :

Clear

 

 

Comments :

Subject is a well established and a reputed company having fine track. Financial position of the company appears to be sound. Trade relations are reported as fair. Business is active. Payments are reported to be regular and as per commitments.

 

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

 

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 – April 1, 2010

 

Country Name

Previous Rating

(31.12.2009)

Current Rating

(01.04.2010)

India

A1

A1

 

Risk Category

ECGC Classification

Insignificant

 

A1

Low

 

A2

Moderate

 

B1

High

 

B2

Very High

 

C1

Restricted

 

C2

Off-credit

 

D

 

 

INFORMATION PARTED BY

 

Name :

Ms. Prachi A. Deshpande

Designation :

Finance Controller

Contact No.:

91-22-66955566

Date :

22.02.2011

 

 

LOCATIONS

 

Registered Office :

D – 1ST Floor, Oberoi Garden Estates, Chandivali, Farms Road, Chandivali, Andheri (E), Mumbai – 400072, Maharashtra, India

Tel. No.:

91-22-66955566/ 56950506

Fax No.:

91-22-28476992/ 28598522

E-Mail :

mail@bombayrayon.com

opportunities@bombayrayon.com

contactus@bombayrayon.com

investors@bombayrayon.com

Website :

http://www.bombayrayon.com

Area :

5000 sq. ft. – Owned [Approximately]

 

 

Factory  :

Raj Rajeshwari Compound, Sonale Village, Bhiwandi, Mumbai – 422010, Maharashtra, India

Activities: Weaving of Fabrics

 

TTC Industrial Area, Navi Mumbai - 701103, Maharashtra, India

Activities: Weaving of Fabrics, Garment Manufacturing

 

Plot No. 15-23/307, The Ichalkaranji Khanjire Industrial Estate, Shahapur, Ichalkaranji

Activities: Garment Manufacturing

 

Plot No. 398, 399, W. No. H. No. 307, The Industrial Co- operative Estate Limited, Babasaheb Khanjire Nagar, Shahapur, Ichalkaranji

Activities: Garment Manufacturing

 

Plot No. 10-14, 21-25, Phase III, Shri Laxmi Co-operative Industrial Estate Limited, Hatkanangale, Ichalkaranji

Activities: Garment Manufacturing

 

C-7, Tarapur Industrial Area, M I D C, Tarapur

Activities: Garment Manufacturing

 

Sakanewadi and Sanja and Sarola Village, Taluka Osmanabad

Activities: Garment Manufacturing

 

Bangalore:

 

57/A, 3rd Phase, Peenya Industrial Area, Bangalore - 560 058. Karnataka, India

Activities: Garment Manufacturing

 

288/289, 4th Phase, Peenya Industrial Area, Bangalore - 560 058, Karnataka, India

Activities: Garment Manufacturing

 

19th KM 53/1 0 Madanayakanna Hialli, Madavara Post Dasunp, Bangalore - 562 123, Karnataka, India

Activities: Garment Manufacturing

 

Plot No. 471 -D2, IV Phase, Peenya Industrial Area, Bangalore - 560 058, Karnataka, India

Activities: Garment Manufacturing

 

151 , Babaasabara Palya, Mysore Road, Kengeri, Bangalore - 560 058, Karnataka, India

 

Sy. No 78/3, Yeshwanthpur, 3rd Cross Road, Bangalore – 560058, Karnataka, India

Activities: Garment Manufacturing

 

Plot No./Survey No.21 to 32 (P), SW - 52, KIADB Apparel Park, Near Railway Station, Doddaballapur - 561 203

Activities: Yarn Dyeing, Weaving, Processing of fabrics and garment manufacturing

 

Plot No. 27A, S. No. 133 (P) and 135 - part, Bidadi Industrial Area, Ramnagar District, Bangalore – 560058, Karnataka, India

Activities: Garment Manufacturing

 

Plot No. N 2, 4th Cross, 1st Stage, Peenya Indl. Area, Bangalore - 560 058, Karnataka, India

Activities: Garment Manufacturing

 

No.58, 3rd Phase, Peenya Industrial Area, Bangalore - 560 058, Karnataka, India

Activities: Garment Manufacturing

 

85/P, 2nd Stage, Industrial Layout, Yeshwanthpur, Bangalore - 560 022, Karnataka, India

Activities: Garment Manufacturing

 

No. 505, 12th Mile, Kengeri Hobli, Mysore Road, Bangalore - 560 060, Karnataka, India

Activities: Garment Manufacturing

 

42/2 (old No. 1017 Ward #10), Rajaji Nagar, Bangalore - 560 022, Karnataka, India

Activities: Garment Manufacturing

 

No. 40, 4th Main Road, 3rd Phase, Peenya Industrial Area, Bangalore - 560 058, Karnataka, India

No. 72/2, S.R.S. Road, Peenya Village, Bangalore - 560 058, Karnataka, India

Activities: Garment Manufacturing

 

26/1 A2, 26/1 B2, 8th Mile, T.M. Industrial Area, Mysore Road, Bangalore - 560 059, Karnataka, India

Activities: Garment Manufacturing

 

320, 320/5, Mysore Road, Opposite BHEL, Bangalore - 560 026, Karnataka, India

Activities: Garment Manufacturing

 

85/O, 2nd Stage, Industrial Layout, Yeshwanthpur, Bangalore - 560 022, Karnataka, India

Activities: Garment Manufacturing

 

Chennai

 

B -1 1 , Industrial Estate, Ambattur, Chennai - 600 058, Tamilnadu, India

Activities: Garment Manufacturing

 

Super A 8 and 9 Gundy Industrial Estate, Chennai - 600 032, Tamilnadu, India

Activities: Garment Manufacturing

 

No. 41 , llnd main Road, Industrial Estate, Ambattur, Chennai - 600 058, Tamilnadu, India

Activities: Garment Manufacturing

 

Other:

 

227/3 Khanvel Main Road, Kherdi, Silvassa

Activities: Weaving of fabrics

 

Plot No. A-18, Kinfra Apparel Park, Thumba, Thiruvananthapuram, Kerala, India

Activities: Garment Manufacturing

 

Survey No. 311/1, Menamkulam Village, Kinfra International Apparel Park, Thiruvananthapuram, Kerala, India

Activities: Garment Manufacturing

 

 

DIRECTORS

 

AS ON 31.03.2010

 

Name :

Mr. Janardan Agarwal

 

Designation :

Chairman

 

 

 

 

Name :

Mr. Aman Agarwal

 

Designation :

Vice Chairman

 

Date of Birth/Age :

36 Years

 

Qualification :

M.B.A. (Australia)

 

Experience :

14 Years

 

Date of Appointment :

31.01.2003

 

 

 

 

Name :

Mr. Naseer Ahmed

 

Designation :

Joint Vice Chairman

 

 

 

 

Name :

Mr. Prashant Agarwal

 

Designation :

Managing Director

 

Date of Birth/Age :

34 Years

 

Qualification :

B. Tech., M.S. (U.S.)

 

Experience :

12 Years

 

Date of Appointment :

01.09.1997

 

 

 

 

Name :

Mr. Uday Mogre

 

Designation :

Executive Director (Corporate)

 

 

 

 

Name :

Mr. A R Mundra

Designation :

Executive Director (Finance)

 

 

Name :

Dr. Pravin P Shah

Designation :

Director

 

 

Name :

Dr. B S Bhesania

Designation :

Director

 

 

Name :

Mr. S B Agarwal

Designation :

Director

 

 

Name :

Mr. Suresh Vishwasrao

Designation :

Director

 

 

Name :

Mr. A Arumugham

Designation :

Director

 

 

KEY EXECUTIVES

 

Name :

Ms. Prachi A. Deshpande

Designation :

Company Secretary

Address :

D 1st Floor, Oberoi Garden Estates, Chandivali Farms Road, Chandivali,  Andheri (East), Mumbai – 400072, Maharashtra, India

Tel. No.:

91-22-66955566

E-mail.:

prachi.deshpande@bombayrayon.com

 

 

MAJOR SHAREHOLDERS / SHAREHOLDING PATTERN

 

AS ON 30.09.2010

 

Names of Shareholders

No. of Shares

Percentage of Holding

(A) Shareholding of Promoter and Promoter Group

 

 

(1) Indian

 

 

Individuals / Hindu Undivided Family

22,456,500

24.17

Bodies Corporate

16,802,760

18.09

Sub Total

39,259,260

42.26

(2) Foreign

 

 

Total shareholding of Promoter and Promoter Group (A)

39,259,260

42.26

(B) Public Shareholding

 

 

(1) Institutions

 

 

Mutual Funds / UTI

10,172,306

10.95

Financial Institutions / Banks

200,468

0.22

Foreign Institutional Investors

12,428,438

13.38

Sub Total

22,801,212

24.54

(2) Non-Institutions

 

 

Bodies Corporate

8,657,692

9.32

Individuals

 

 

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

1,525,894

1.64

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

1,775,274

1.91

Any Others (Specify)

18,880,668

20.32

Clearing Members

509,138

0.55

Non Resident Indians

288,565

0.31

Foreign Corporate Bodies

18,000,400

19.38

Directors & their Relatives & Friends

82,565

0.09

Sub Total

30,839,528

33.20

Total Public shareholding (B)

53,640,740

57.74

Total (A)+(B)

92,900,000

100.00

(C) Shares held by Custodians and against which Depository Receipts have been issued

19,000,000

-

Total (A)+(B)+(C)

111,900,000

-

 

 

 

BUSINESS DETAILS

 

Line of Business :

The Company is mainly engaged in the business of manufacturing of textiles consisting of fabrics and garments.

 

 

Products :

Product Description

Item Code No. (ITC Code)

 

Woven Fabric of Cotton

5208

Woven Fabric of Cotton mixed mainly or solely with Man made Fibre

5211

Men’s or Boys Shirting’s

6205

Women’s or Girls Blouses, Shirts and Shirt-Blouses

6206

 

 

Brand Name :

‘Guru’

 

 

Exports :

 

Products :

Fabrics and apparels

Countries :

  • Europe
  • U.S.A.
  • Middle east
  • UK

 

 

Terms :

 

Selling :

L/C, Cash and Credit (30-60-90 Days)

 

 

Purchasing :

Cash and Credit (30-60-90 Days)

 

PRODUCTION STATUS (AS ON 31.03.2010)

 

Particulars

Unit

Installed Capacity

Actual Production

Fabrics

Million Metres

220.000

78.15

Garments

Million Pieces

88.80

37.55

 

 

GENERAL INFORMATION

 

Customers :

  • Wholesalers
  • Distributors
  • Retailers
  • End Users
  • OEM’s

 

 

No. of Employees :

25000 (Approximately)

 

 

Bankers :

  • Axis Bank Limited, Andheri Branch
  • Allahabad Bank
  • Bank of India
  • Bank of Maharashtra
  • Citibank N. A.
  • Corporation Bank
  • Dena Bank
  • Export-Import Bank of India
  • IDBI Bank Limited
  • Indian Bank
  • Karnataka Bank Limited
  • Karur Vysya Bank Limited
  • Oriental Bank of Commerce
  • Punjab National Bank
  • Standard Chartered Bank
  • State Bank of Bikaner and Jaipur
  • State Bank of Hyderabad
  • State Bank of India
  • State Bank of Indore
  • State Bank of Mysore
  • State Bank of Patiala
  • State Bank of Travancore

 

 

Facilities :

Secured Loans

 

                                                                                          (Rs. in millions)

Particulars

31.03.2010

31.03.2009

Term Loans

 

 

From Banks

13519.023

10812.264

Working Capital Loans

 

 

From Banks

7923.610

5758.823

Others

 

 

Vehicles loans from Banks

23.472

28.970

Vehicles loans from Others

1.132

4.408

Total

21467.237

16604.465

 

Unsecured Loans

(Rs. in millions)

Particulars

31.03.2010

31.03.2009

From Banks

504.059

550.381

Commercial papers (Repayable within one year)

 

 

From Others

2830.188

-

Total

3334.247

550.381

 

 

 

Banking Relations :

--

 

 

Auditors :

 

Name :

V. K. Beswal and Associates

Chartered Accounts

Address :

Mumbai, Maharashtra, India

 

 

Subsidiaries :

v      BRFL Europe B.V.

v      DPJ Clothing Limited

v      Bombay Rayon Holdings Limited

v      BRFL Italia S.r.l.

 

 

Other related parties :

v      Reynold Shirting Limited

v      Bombay Rayon Clothing Limited

v      Bestseller Retail India Private Limited

v      Best United Lifestyles Private Limited

v      Best United India Comforts Private Limited

v      Bestseller Wholesale India Private Limited

v      B. R. Machine Tools Private Limited

 

 

SPV formed for Special Integrated Textiles Parks :

v      Islampur Integrated Textile Park Private Limited

v      Latur Integrated Textile Park Private Limited

 

CAPITAL STRUCTURE

 

AS ON 21.09.2010

 

Authorised Capital : Rs. 1500.000 Millions

 

Issued, Subscribed & Paid-up Capital : Rs. 1119.000 Millions

 

 

AS ON 31.03.2010

 

Authorised Capital :

No. of Shares

Type

Value

Amount

 

 

 

 

120000000

Equity Shares

Rs. 10/- each

Rs. 1200.000

millions

 

 

 

 

 

Issued, Subscribed & Paid-up Capital :

No. of Shares

Type

Value

Amount

 

 

 

 

111900000

Equity Shares

Rs. 10/- each

Rs. 1119.000 millions

 

 

 

 

 

Out of above

  1. 11587600 Equity shares were issued as fully paid-up pursuant to scheme of amalgamation
  2. 3998000 Equity shares were issued as fully paid-up bonus shares by capitalization of profit and loss account.

 


 

FINANCIAL DATA

[all figures are in Rupees Millions]

 

ABRIDGED BALANCE SHEET

 

 

SOURCES OF FUNDS

 

31.03.2010

31.03.2009

31.03.2008

SHAREHOLDERS FUNDS

 

 

 

1] Share Capital

1119.000

691.000

630.000

2] Share Application Money

0.000

3330.000

126.270

3] Reserves & Surplus

17974.171

7873.183

5289.647

4] (Accumulated Losses)

0.000

0.000

0.000

5] Advance Money Received for convertible warrants

202.650

0.000

0.000

NETWORTH

19295.821

11894.183

6045.917

LOAN FUNDS

 

 

 

1] Secured Loans

21467.237

16604.465

6667.264

2] Unsecured Loans

3334.247

550.381

476.333

TOTAL BORROWING

24801.484

17154.846

7143.597

DEFERRED TAX LIABILITIES

911.771

661.425

224.099

 

 

 

 

TOTAL

45009.076

29710.454

13413.613

 

 

 

 

APPLICATION OF FUNDS

 

 

 

 

 

 

 

FIXED ASSETS [Net Block]

19259.210

8577.423

4114.635

Capital work-in-progress

5542.555

7152.754

2678.065

 

 

 

 

INVESTMENT

4394.813

3322.790

580.752

DEFERREX TAX ASSETS

0.000

0.000

0.000

 

 

 

 

CURRENT ASSETS, LOANS & ADVANCES

 

 

 

 

Inventories

6955.757
4751.411
3217.045

 

Sundry Debtors

3772.531
3107.222
2018.365

 

Cash & Bank Balances

260.776
314.432
551.877

 

Other Current Assets

4403.113
0.000
0.000

 

Loans & Advances

2405.670
3859.081
1308.420

Total Current Assets

17797.847

12032.146

7095.707

Less : CURRENT LIABILITIES & PROVISIONS

 

 

 

 

Sundry Creditors

1520.969

922.973

684.505

 

Other Current Liabilities

239.169
238.637
24.101

 

Provisions

225.211
213.049
346.940

Total Current Liabilities

1985.349
1374.659
1055.546

Net Current Assets

15812.498
10657.487
6040.161

 

 

 

 

MISCELLANEOUS EXPENSES

0.000

0.000

0.000

 

 

 

 

TOTAL

45009.076

29710.454

13413.613

 

 

 

PROFIT & LOSS ACCOUNT

 

 

PARTICULARS

31.03.2010

31.03.2009

31.03.2008

 

SALES

 

 

 

 

 

Income

16147.659

13424.003

9261.105

 

 

Other Income

156.605

47.875

177.608

 

 

TOTAL                                     (A)

16304.264

13471.878

9438.713

 

 

 

 

 

Less

EXPENSES

 

 

 

 

 

Cost of Materials

9828.343

8126.326

6563.337

 

 

Manufacturing and Other Expenses

3944.602

2855.793

1572.652

 

 

Increase/(Decrease) in Finished Goods

(1500.467)

(770.982)

(989.999)

 

 

TOTAL                                     (B)

12272.478

10211.137

7145.990

 

 

 

 

 

Less

PROFIT BEFORE INTEREST, TAX, DEPRECIATION AND AMORTISATION (A-B)      (C)

4031.786

3260.741

2292.723

 

 

 

 

 

Less

FINANCIAL EXPENSES                         (D)

935.437

659.629

258.297

 

 

 

 

 

 

PROFIT BEFORE TAX, DEPRECIATION AND AMORTISATION (C-D)                                       (E)

3096.349

2601.112

2034.426

 

 

 

 

 

Less/ Add

DEPRECIATION/ AMORTISATION                     (F)

680.653

447.747

318.523

 

 

 

 

 

 

PROFIT BEFORE TAX (E-F)                               (G)

2415.696

2153.365

1715.903

 

 

 

 

 

Less

TAX                                                                  (I)

656.505

668.381

504.605

 

 

 

 

 

 

PROFIT AFTER TAX (G-I)                                  (J)

1759.191

1484.984

1211.298

 

 

 

 

 

Add

PREVIOUS YEARS’ BALANCE BROUGHT FORWARD

2976.552

1674.716

638.979

 

 

 

 

 

Add

TRANSFERRED ON AMALGAMATION

0.000

60.411

0.000

 

 

 

 

 

Less

ADDITIONAL DIVIDEND AND CORPORATE DIVIDEND TAX

0.000

10.705

0.000

 

 

 

 

 

Less

APPROPRIATIONS

 

 

 

 

 

Transfer to General Reserve

90.000

80.000

65.000

 

 

Proposed Dividend

167.850

130.650

94.500

 

 

Corporate Dividend Tax

28.526

22.204

16.061

 

BALANCE CARRIED TO THE B/S

4449.367

2976.552

1674.716

 

 

 

 

 

 

EARNINGS IN FOREIGN CURRENCY

 

 

 

 

 

Export Earnings

9311.959

8460.287

3880.057

 

TOTAL EARNINGS

9311.959

8460.287

3880.057

 

 

 

 

 

 

IMPORTS

 

 

 

 

 

Raw Materials

560.096

485.366

305.350

 

 

Stores & Spares

332.188

21.705

20.475

 

 

Capital Goods

2164.861

1552.886

1078.032

 

TOTAL IMPORTS

3057.145

2059.957

1403.857

 

 

 

 

 

 

Earnings Per Share (Rs.)

 

 

 

 

- Basic

18.90

21.89

19.23

 

- Diluted

18.59

17.30

17.53

 

Expected Sales (2010-2011) : Rs. 20000.000 Millions

 

QUARTERLY RESULTS

 

PARTICULARS

 

 

30.06.2010

(1st Quarter)

30.09.2010 (2nd Quarter)

Net Sales

 

5026.990

5231.820

Total Expenditure

 

3747.470

3751.520

PBIDT (Excl OI)

 

1279.520

1480.300

Other Income

 

22.040

36.160

Operating Profit

 

1301.560

1516.460

Interest

 

309.690

333.300

PBDT

 

991.870

1183.160

Depreciation

 

290.090

324.030

Profit Before Tax

 

701.780

859.130

Tax

 

180.090

237.210

Profit After Tax

 

521.690

621.920

Net Profit

 

521.690

621.920

 

 

KEY RATIOS

 

PARTICULARS

 

 

31.03.2010

31.03.2009

31.03.2008

PAT / Total Income

(%)

10.79
11.02

12.83

 

 

 
 

 

Net Profit Margin

(PBT/Sales)

(%)

14.96
16.04

18.53

 

 

 
 

 

Return on Total Assets

(PBT/Total Assets}

(%)

6.52
6.93

11.86

 

 

 
 

 

Return on Investment (ROI)

(PBT/Networth)

 

0.13
0.18

0.28

 

 

 
 

 

Debt Equity Ratio

(Total Liability/Networth)

 

1.39
0.11

0.17

 

 

 
 

 

Current Ratio

(Current Asset/Current Liability)

 

8.96
8.75

6.72

 

 

LOCAL AGENCY FURTHER INFORMATION

 

SUNDRY CREDITORS DETAILS

Rs in Millions

PARTICULARS

 

31.03.2010

31.03.2009

31.03.2008

 

 

 

 

Sundry Creditors

1520.969

922.973

684.505

 

 

 

 

 

 

 

HISTORY

 

Subject is one of the leading, vertically integrated textile companies in India. They are having a strong presence across the entire value chain of design, yarn dyeing, weaving, fabric processing, garment manufacturing and retail. The company manufactures a wide variety of fabrics and garments. The company operates through 13 manufacturing facilities including one sampling unit in Mumbai. They are located across Bangalore in Karnataka, Navi Mumbai and Thane in Maharashtra and Silvassa; in Dadra and Nagar Haveli.

  
Subject was incorporated on May 21, 1992 as Mudra Fabrics Private Limited On October 13, 1992 the company was converted into a public limited company. In September 30, 2004, the company got their present name, Subject During the year 2003-04, the company expanded the capacity by adding plant and machinery and other assets to the value of Rs. 40.261 millions. 


In the year 2005, the company consolidated the Bombay Rayon Group business into Subject In March 2005, Bombay Rayon Private Limited was amalgamated with the company with effect from April 1, 2004. Also, the two partnership firms namely Garden City Clothing and BR Exports were consolidated with the company with effect from March 1, 2005. This results the consolidation of businesses from fabrics, design development and garments under one corporate roof.

   
In September 5, 2005, the company incorporated a wholly owned subsidiary company, BRFL Europe BV in Almere, Netherlands. In March 2008, the company commenced commercial production in their Garment unit in Bangalore which is having a capacity to manufacture 7.8 million pieces of garments per annum. 


During the year 2006-07, the company acquired DPJ Clothing Limited, a UK based company which is engaged business of wholesale marketing and distribution of clothing products. Also, the company incorporated a wholly owned subsidiary namely, Bombay Rayon Retail Limited with a view to expand into domestic market through retail segment. In April 2007, the company inaugurated the Integrated Textile unit at Doddaballapur in Karnataka. 
Bombay Rayon Apparels Private Limited was incorporated on June 26, 2007. In August 2007, the said subsidiary company has taken over the garment business from Leela Scottish Lace Private Limited at a consideration of Rs. 1550.000 millions. Subsequent to the takeover, the name of the company was changed to Leela Scottish Lace Private Limited 


During the year 2007-08, the company entered into an MOU with Government of Maharashtra for setting up of new capacities for manufacturing of fabrics and garments at various locations. In October 2007, the company acquired LNJ Apparel, a unit of RSWM Limited which is engaged in the business of manufacturing and exports of garments for a consideration of Rs.255.000 millions.

  
In May 2008, the company acquired garment business of Maryan Apparels Private Limited for a consideration of Rs. 147.400 millions. The unit is engaged in the manufacturing and exports of garments and is situated at Thiruvananthpuram, having manufacturing capacities of 2.40 mn pcs per annum. In May 5, 2008, the company has set up a subsidiary under name BRFL Italia SRL at Parma, Italy, which has taken over the brand 'Guru', and other retail business of Jam Session Holding S r l, an Italian company. 


The company is in the process of setting up the manufacturing units in the Integrated Textile Parks at Islampur and Latur. Also, the company approved the Scheme of Amalgamation of Leela Scottish Lace Private Limited, a wholly owned subsidiary with the company.

 

RESULT OF OPERATIONS

 

During the year, the Company has recorded the turnover of Rs. 16147.659 millions against Rs. 13424.003 millions in the previous year, an increase of 1.20 times. The export turnover had a quantum jump to Rs. 10041.021 millions from Rs. 87369.430 millions. The Profit After Tax (PAT) for the year increased from Rs. 1484.984 millions to Rs. 1759.191 millions, a growth of 1.18 times over the previous financial year.

 

 

SUBSIDIARY COMPANIES:

 

(i) Bombay Rayon Holdings Limited (BRHL)

BRHL holds 100% equity of BRFL Europe B.V., Netherlands and BRFL Italia S.r.l., Italy. BRHL has registered a net loss of Rs. 6.255 millions for the year ended 31.03.2010.

 

(ii) DPJ Clothing Limited, U.K.

DPJ Clothing Limited is engaged in business of wholesale marketing and distribution of clothing Products. The said subsidiary is assisting in getting many mid size retailers of Europe by providing the services either by direct import or by import and delivery basis. The Company continued to reap benefits in expanding its business in Europe. DPJ Clothing Ltd. has registered a net profit of Ł 4,23,955 for the year ended 31.03.2010.

 

(iii) BRFL Europe B.V., Netherlands

BRFL Europe B.V. at Netherlands continued to play an important role for canvassing the business, services to customers on products and designs. BRFL Europe B.V. has registered a net profit of € 5,75,034 for the year ended 31.03.2010.

 

(iv) BRFL Italia S.r.l, Italy

The Company owns the popular 'GURU1 brand and is into the business of retailing of readymade garments as well as other accessories in Europe. BRFL Italia S.r.l, Italy has registered a net loss of € 19,54,388 for the year ended 31.03.2010.

 

The Government of India, Ministry of Corporate Affairs, vide its letter dated March 19, 2010 granted its approval under Section 212(8) of the Companies Act, 1956, exempting the Company from attaching the full text of the financial statements of the subsidiaries of the Company. In accordance with the requirements of the said approval, necessary disclosures are made in respect of the subsidiaries in this Annual Report alongwith the statement pursuant to Section 212 of the Companies Act, 1956. Any shareholder who wishes to have a copy of the annual accounts and detailed information about the subsidiary company may write to the subsidiary company and/or the Company for the same. The annual accounts of the subsidiary companies will also be kept for inspection by any member at the Registered Offices of the Company and its subsidiaries.

 

 

MANAGEMENT DISCUSSION AND ANALYSIS

 

Economy Overview

The global economy is still under recovery but the situation has improved significantly as compared to the previous year. Companies around the world have shown better than expected results. There is a lot of optimism in the air about the strong recovery of financial markets all over the world as well. Backed by strong domestic demand and consumer confidence, the Indian economy has shown great resilience and is back on the path of growth. The financial markets of India have shown spectacular improvements with the sensex testing the 18,000 mark in April 2010 for the first time in more than two years. A strong growth in the Indian manufacturing and agricultural sectors enabled the Indian economy to grow at a strong rate of 7.4% in 2009-10.

 

Although inflation continues to remain high and still remains a cause of worry, the Indian economy is expected to grow at 9.5% in 2011. Higher agricultural productivity, industrial outputs, disposable incomes and strong fundamentals would all together contribute to the growth of the Indian economy in the coming years.

 

Industry Overview

The Global textile and apparel trade is estimated to be at US$ 580 billion and is expected to reach US$ 805 billion

by 2015. In the Agreement on Textiles and Clothing (ATC) which was fully implemented on 01.02.2005, all trade barriers (both tax and non-tax) imposed by the developed countries on imports from developing countries were eliminated, giving way for a free trade regime in the global textile trade.

 

Major growth of textile and apparel consumption is expected to come from US, EU and emerging markets like China and India. It is estimated that China and India would together become one of the largest consumption bases by 2015. One of India's oldest industries, the textile industry has been and continues to be a major contributor to the country's economy. Indian textiles, handlooms and handicrafts are exported to more than 100 countries, with US being the largest buyer. Readymade garments are the largest export segment, accounting for almost 41 % of total textile exports. The first half of the year was marred by sluggish export demand, increasing cost of raw materials and rupee appreciation. However, the stimulus packages announced by the Government and improving economic conditions gave some relief to the industry. Export demand is now picking up in the US markets, though it continues to remain weak in the European Union Markets. As per the provisional data released by Ministry of Textiles, exports of textile products fell only by 5.46% during Apr- Dec'09 as compared to a fall of 15.37% reported for overall exports from India. Apparel exports showed a marginal increase of 0.37% in 2009-10 compared to 2008-09 recording exports of Rs. 504,790 million. Some of the other developments for the industry during the year included:-

 

a) A cut in the TUFS scheme allocation announced in the Budget 2010-11.

b) Extension of 2% interest subvention on exports for another year till March 2011 to the handlooms, carpets and handicraft industry.

c) Increase in the MAT to 18% Efforts are constantly being made by exporters to explore new markets and increase as well as improve market share. Smaller exporters with limited presence in the textile value chain continue to be more vulnerable while large integrated players are expected to benefit given that global retailers have been increasingly consolidating their supplier base to a few integrated players to improve supply chain efficiency and reduce cost.

 

Business Overview

Subject, a Mumbai based company formed in 1986 is an integrated textile group, engaged in the manufacture, export and retailing of highend designer range of fabrics and garments. The Company sells its products to other textile manufacturers, exporters as well as retailers. BRFL is one of India's largest vertically integrated textile groups and also maintains itself as the largest garment manufacturer in India. While 2009-10 was a challenging year with the market environment still gathering its stand, the Company demonstrated its ability to operate in these times as well. The Company believes larger integrated players like them benefited as the large global retailers have been increasingly consolidating their supplier base to few larger

and integrated players to improve supply chain efficiency and reduce the costs.

 

The Company's net sales and net profit for 2009-10 stood at 16,147.660 million and Rs. 1,759.190 million respectively, an increase of 20.29% and 18.47% over the previous year.

 

Operations

The Company uses advanced production facilities to manufacture its products cost-effectively. The Company also believes that its integrated facilities and design capability provides significant competitive advantages. The Company has 32 manufacturing facilities across India with a total capacity to manufacture 220 million meters of fabric p.a. while the garment manufacturing facilities stands at 88.80 million pieces p.a. The Company has successfully set up the Integrated Textile Parks set up under the Scheme for Integrated Textile Park (SITP) at Islampur and Latur by Special Purpose Vehicle Companies for providing infrastructure facilities to textile companies.

 

The Company continues to lay utmost importance to fashion and customer and its team of designers based in New York and Amsterdam travel all over Europe and USA in order to keep abreast with the latest trends in the fashion industry. Fabric that is manufactured is used for captive consumption, sold in the domestic market as well as exported to Middle East and European countries. In the domestic market, the fabric is sold under the brand name 'Bombay Rayon' in order to distinguish its products in the market place. Garments are largely exported to high-end retailers and fashion chains across US, Europe and Japan. Subsidiaries such as BRFL Europe B. V. and DPJ Clothing Ltd., UK help the Company to focus on marketing and distribution in Europe and UK.

 

Sector - wise distribution of sales

In 2009, the Company acquired the Italian brand 'GURU' and retail business of Jam Session Holdings S.r.l, an Italian Company. The first GURU store was launched in Mumbai to be followed by a second one in Delhi and then in Chennai. The Company continues to be optimistic about the opportunities present in the domestic retail market and as it could be an important stream of growth in the near future.

 

Recent Developments

In the last two years, the Company has made several acquisitions to strengthen its presence as an integrated textile player and a complete apparel company. Besides that, the Company has also undertaken several expansion plans in order to gain from the economies of scale. During the year, the Company has commenced commercial production of its manufacturing facilities of yarn dyeing, weaving, processing at Tarapur and garmenting at Ichalkaranji, Islampur, Latur and Osmanabad With this the Company completed expansion plans till Phase IV. All the facilities are equipped with the latest technology and high level of automation. The Company is now in the process to embark upon Phase V and VA of its expansion plan for setting up new weaving and yarn dyeing capacities in Maharashtra.

 

In order to be more cost competitive, the Company is further looking at outsourcing some of its manufacturing to Bangladesh, given the competitive advantage the country offers. To that effect, the Company has opened a representative office there. All the above steps are towards the group's desire to become a complete apparel company with strategic focus on quality, cost and lead time.

 

Outlook

The Company believes the global economic crisis is behind them. As a company, BRFL is optimistic about the future as well as its growth path. With signs of continual recovery in the US markets, which accounts for largest share of exports from the country, exports from India are expected to gradually recover in 2011.

 

For the industry at home, large debt funded expansion plans undertaken in the past are likely to translate into high

leverage for some time. While the existing plans are likely to be completed, further expansion plans might be undertaken only once the global economies, stabilises. The Company is confident in the ability to grow its business organically and, with four completed acquisitions in less than three years. The Company considers the process of strategic integration of new businesses to be among its management team's core skill set.

 

The Company believes opportunities are expected to continue to arise as it anticipates and responds to the everchanging global marketplace. The Company will continue to focus on exports and making in-roads into the domestic retail market. The Company's desire to continue to look at better and more efficient ways to become a complete apparel company will continue to drive its business strategy into the future and confirm BRFL's strength as a global player with local execution skills.

 

Financial Performance:

The Company recorded a total income of Rs. 16304.260 million from Rs. 13,471.880 million in 2008-09, an increase of 21.02%. The Company's EBIDTA stood atRs. 4,031.790 million as against Rs. 3,260.740 million in 2008-09, an increase of 23.65%. Prof it after Tax of the Company stood at Rs. 1,759.190 million against Rs. 1,484.980 million in 2009-10, an increase of 18.47%.

 

 

CONTINGENT LIABILITIES NOT PROVIDED FOR:

                                                                                                                                                      (Rs. in millions)

 

Particulars

 

31.03.2010

Corporate guarantee given by the company for its subsidiary for the facilities given by banks/ suppliers

 

--

Export bills discounted with banks under letter of credits or otherwise

 

1220.299

 

 

FIXED ASSETS

 

v      Land

v      Buildings

v      Furniture and Fixtures and Office Equipments

v      Motor Car and Vehicles

v      Plant and Machinery

v      Computer

v      Capital Work in Progress

 

UNAUDITED FINANCIAL RESULTS FOR THE QUARTER ENDED 31.12.2010 (STANDALONE)

                                                                                                                                                (Rs. in millions)

 

 

 

Particulars

Quarter Ended

Nine Month ended

31.12.2010

31.12.2010

Unaudited

Unaudited

 

 

 

Sales / Income from operations

5441.784

15700.593

 

 

 

Expenditure

 

 

a) (Increase)/Decrease in Stock

(406.454)

(1251.684)

b) Consumption of Materials

3203.054

9255.751

c) Employees Cost

499.326

1469.706

d) Depreciation

392.585

1006.698

e) Job work charges

148.236

463.555

f) Other Expenditure

596.695

1532.515

g) Total

4433.442

12476.541

 

 

 

Profit from operations before other income, interest and exceptional items

1008.342

3224.052

Other Income

51.189

108.387

Profit from operations before interest & exceptional items

1058.531

3332.439

Interest

407.428

1050.420

Profit from operations before exceptional items

651.103

2282.019

Exceptional Items

--

--

Profit from Ordinary Activities before tax

651.103

2282.019

 

 

 

Provision for Taxation

 

 

(1) (a) Current Tax

106.349

480.401

(b) Deferred Tax

12.876

56.124

(2) Earlier years Tax

--

--

Net Profit from Ordinary Activities after tax

531.878

1745.494

Extraordinary items (net of tax expense)

--

--

Net Profit for the period

531.878

1745.494

Paid up equity share capital (Equity shares of Rs. 10/ each)

12790.00

1279.000

Reserve (Excluding Revaluation Reserve) (As per Last Audited Balance Sheet)

--

--

Earning Per Share (Weighted Average)

--

--

- Basic (Rs.) (not annualised)

4.29

15.05

- Diluted (Rs.) (not annualised)

3.86

14.15

Public shareholding -

 

 

a) No. of Shares

88640740

88640740

b) Percentage of shareholding

69.30

69.30

Promoters and promoter group shareholding

 

 

a) Pledge /Encumbered

 

 

- Number of shares

22035000

22035000

- Percentage of shares (as a % of the total shareholding of of promoter and promoter group )

56.13

56.13

- Percentage of shares (as a % of the total share capital of the Company)

17.23

17.23

b) Non-encumbered

 

 

- Number of shares

17224260

17224260

- Percentage of shares (as a % of the total shareholding of of promoter and promoter group )

43.87

43.87

- Percentage of shares (as a % of the total share capital of the Company)

13.47

13.47

 

Notes:

 

Notes :-

1          The above results were reviewed by the Audit Committee and approved by the Board of Directors at their meetings held on February 09, 2011 and are subjected to Limited Review by the Statutory Auditors.

 

2          The details of Investors' complaints received and resolved from 01-10-2010 to 31-12-2010: -

Opening Balance                       Received                       Resolved                       Pending

Nil                                            4                                  4                                  Nil

 

3          During the quarter the Company has acquired 70.56% stake in Indore based Listed Company STI India Limited engaged in the business of spinning of yarn for the total consideration of Rs. 700 Millions. The said acquisition has triggered open offer pursuant to SEBI Takeover Code which was opened on January 29, 2011 and .will be closed on February 17, 2011

 

4          During the quarter the Company has

a) issued 1,60,00,000 Global Depository Receipts representing equivalent number of equity shares to the persons resident outside India at a issue price of US $ 6.60 each resulting into increase of share capital by Rs. 160 Millions and Reserves & Surplus by Rs. 4523.360 Millions.

 

b) allotted 1,00,00,000 warrants convertible into equity shares to the promoter group company B. R. Machine Tools Private Limited, on receipt of upfront advance of Rs. 657.500 Millions.

Each warrant is convertible at the option of the warrant holder into equity share of face value of Rs. 10/- each, at a price of Rs. 263/- each as approved by the shareholders in their meeting held on September 21, 2010.

 

5          The Company operates in a single segment of manufacture and sale of Textiles.

 

6          Previous quarter's /year's figures have been regrouped/ rearranged wherever necessary.

 

Fixed Assets:

  • Land
  • Building
  • Furniture and fixtures
  • Office equipments
  • Motor car and vehicles
  • Plant and machinery
  • Computer

 

 

AS PER WEBSITE DETAILS:

 

PROFILE:

 

Bombay Rayon manufactures one of the most versatile and technically advanced fabrics and apparels in India.

 

They are the largest shirt manufacturer in India. The fabric manufacturing facilities are 50 million metres per annum. The garment manufacturing facilities are 35 million pieces per annum.


BRFL currently employs over 32,000 people.

 

MILESTONES:

 

1986 Bombay Rayon Group was established by Mr. Janardhan Agarwal.


1990 First fabric manufacturing facility came into existence in Maharashtra.


1998  Bombay Rayon group commenced export of fabrics.

 

2001 Garment division was launched.

 

2005 Bombay Rayon Groups business was consolidated into BRFL. The company made a successful IPO and is listed on all the stock exchanges in India. BRFL also acquired DPJ Clothing U.K., supplying to high street retailers in U.K.

 

2005 BRFL set up 7 garment manufacturing facilities in Bangalore with 7000 machines.

 

2007 BRFL acquired “Leela Scottish Lace” one of the largest garment manufacturing units set up in India, making BRFL one of the largest apparel groups in India.

 

2007 BRFL also acquired “LNJ Apparel” a 1000 machine specialized bottoms plant.

 

2007 BRFL marked the commencement of the mega USD 250 million textiles and garment project under a special MOU signed with the government of Maharashtra.

 

2008 BRFL acquired the iconic brand “Guru”.

 

BOARD OF DIRECTORS

 

Mr. Janardhan Agarwal

                                                       

Chairman


Janardan Agrawal, is the Chairman of the Company. He is the main person behind the establishment and growth of the Bombay Rayon Group. As chairman he provides strategic direction to the Company. He is accredited with the establishment of the Bombay Rayon brand of fabrics in the local retail market. He has also set up a unique bi-annual presentation of the company’s collections to the trade, a very novel way of marketing products and has exhibited foresight and vision in the continuously expanding business and has brought the same to its present status. He has been the driving force behind the Group’s growth. Since 1997 Mr. Agrawal is assisted by his sons Aman Agrawal and Prashant Agarwal. In spite of adverse business cycles during the 1990’s the group has consistently made profits in all its companies under his dynamic and compassionate leadership.

 

Mr. Aman Agrawal

 

Executive Vice Chairman

Aman Agrawal, is the Executive Vice-Chairman of Company. He is the elder son of Mr. Janardan Agrawal and has over 11 years of experience in the textile industry. Over the years he has developed expertise in weaving technology. The Group’s reputation of being capable of delivering any sort of complicated yarn, dyed fabric is mainly due to his efforts of building in-house expertise of transforming complex designs from drawing board to shop floor. He is currently in charge of fabrics manufacturing and controls all the fabrics manufacturing activities including procurement of yarn, other raw materials, production planning and control and Packing and logistics. He provides strategic direction in selection of technology and machineries in setting up new manufacturing facilities, improvement of production processes and new ventures. He has pursued management studies from Alexander College, Perth, Australia.

 

Mr. Prashant Agarwal

 

Managing Director

 

Prashant Agarwal, is the Managing Director of the Company. He is the younger son of Mr. Janardan Agrawal and has over 9 years of experience in the textile industry. Presently he is in charge of fabrics design, oversees marketing of fabrics and holds responsibility from initiation to delivery for the garment business. Mr. Prashant is accredited with development and growth of the Group’s export business. Under his leadership exports of fabrics grew multifold. The establishment of Bombay Rayon as a fashion brand in the international market and a reliable supplier of quality garments to top labels has been his achievement. The shift of strategic focus from a fabrics company to a fully integrated complete apparel company is due to his vision. He holds a bachelor degree in Chemical Engineering from University Institute of Chemical Technology, Bombay. He has done MS in Chemical Engineering and Petroleum Refining from Colorado School of Mines at Golden near Denver, State of Colorado, USA.

 

Mr. Naseer Ahmed

 

Joint Vice Chairman

 

Naseer Ahmed, is the Joint Vice-Chairman. He is a sitting member of the legislative council of the state of Karnataka. He was a minister of state for small-scale industries in the state of Karnataka from October 1990 to November 1992. He holds a bachelor degree in commerce from Kolar Gold Fields 1st Grade College. After completing his studies he entered in to active politics and held various positions in the Congress Party. He has promoted four companies in the textile sector. Over time his group has established a niche in the export market by supplying to top international brands.

 

Mr. Uday Mogre

 

Executive Director – Corporate

 

Uday C. Mogre, holds a bachelor degree in technology (Chemical Engineering) from Laxminarayan Institute of Technology, Nagpur and has a completed Post Graduate Diploma in Management from Indian Institute of Management, Ahmedabad. Mr. Mogre has over twenty-five years of experience and has initially worked with organizations like Advani Oerlikon Limited for eight years and then with Universal Luggage as General Manager (Finance). Later on he also worked with Reliance Industries Limited for fourteen years and his last assignment was with Texmaco group of companies (Jakarta, Indonesia) as Senior Vice President and Chief Financial Officer. During his long tenure with Reliance Industries Limited he worked as Executive Assistant to the Vice-Chairman for the first four years and later on he handled senior level positions in the textured yarn and fibre intermediate marketing and finally he was appointed Vice President (Finance). He was involved in project financing and implementation of SAP. In the initial stage of his career he worked as Scientific Officer with Heavy Water Project-Tuticorian. Department of Atomic Energy, Gol. Besides BRFL, Mr. Mogre does not hold directorship in any other Company.

 Mr. A R Mundra

 

Executive Director – Finance

A.R. Mundra, has over twenty-four years of experience in finance, commercial and managerial related matters. He holds a bachelor’s degree in commerce and law (gold medallist). He is an associate member of the Institute of Chartered Accountants of India and also of the Institute of Company Secretaries of India. Besides this, he is a member of the International Institute of Business Management, London. Mr. Mundra’s core strength lies in fund procurement, internal controls, organizational systems and strategic planning. He has worked with organisations like Bhansali Engineering Polymers Limited as President, Welspun group of companies as Senior Vice-President (Finance) and Company Secretary and Chief Executive (Commercial). In the initial stage of his career he worked with Indian Rayon and Industries Limited, Birla group of companies and Gujarat Ambuja Cement Limited in various capacities. He was awarded ‘Samaj Shri’ for excellence in management by Indian Institute of Management Executives, Mumbai in 1994. Besides this, Mr. Mundra does not hold directorship in any other Company.

 

Dr. Pravin P. Shah

 

Independent Director

 

Dr. Pravin P. Shah, years is an independent Director on the Board. He has over thirty-four years of professional experience in the areas of financial consultancy, corporate structuring/restructuring, management consultancy, taxation, valuation, property matters, accounting, auditing, company law and FEMA matters etc. He is on the board of many companies including J. M. Morgan Stanley Private Limited, Adani Exports Limited, Bhansali Engineering Polymers Limited etc. Since 1980 he is a partner of Pravin P. Shah, a firm of chartered accountants undertaking specialized services mainly in the areas of public issues, private funding, foreign collaborations, business reorganizations, valuation, tax planning etc. From 1975 to 1980 he was director of Internal Consulting, WUI Inc., New York, a subsidiary of Xerox Corporation and was involved in providing in-house consulting services in the areas of business planning, costing, finance, new project evaluation, capital expenditure planning etc. Dr. Shah is a fellow member of Institute of Chartered Accountants of India (All India 4th Ranker in the final examination held in May 1969) and Institute of Cost and Works Accountants of India. He has also completed his Ph.D. in cost accounting from University of Bombay. He holds a bachelor degree in commerce from the University of Bombay (ranked first in order of merit).

 

Mr. B.S. Bhesania

 

Independent Director

 

B. S. Bhesania, has over forty eight years of professional experience. He is an Attorney-at-law, High Court, Bombay since 1962 and a Solicitor, Supreme Court of England and Supreme Court of Hongkong since 1981 and 1982 respectively. His association with Messers Mulla and Mulla and Craigie Blunt and Caroe dates back to 1959 and he is partner with that firm since 1971.

 

Mr. S.B. Agarwal

 

Independent Director

 

S. B. Agarwal, is an independent Director on the Board. He has over thirty-nine years of professional experience. For eighteen years from 1982 to 2000 he was Business Head for global textile companies in Aditya Birla Group having textile units at various locations in India and abroad. Before joining the Aditya Birla Group he was President and Chief Executive Officer of Rajasthan Spinning Mills (Bhilwara Group) for a brief period of two years. He has also worked with J. C. Mills, Gwalior a Birla group company for fourteen long years holding various positions including President. Mr. Agarwal has participated in various associations. Presently he is heading the textile group in the Indo-American Chamber, Mumbai and Textile Promotion Group of Federation of India Chambers of Commerce and Industries. He is a member of the Institute of Chartered Accountants of India. Mr. Agarwal holds a masters degree in commerce and economics and has also graduated in law.

 

Ms. Prachi Deshpande

 

Company Secretary

 

Prachi Deshpande, Assistant Company Secretary is with the Company since November 1, 2004. In the Company she heads the secretarial and legal department and is responsible for redressal of investors grievances etc. Before joining the Company she was working with Rishiroop Group of Companies and was the designated company secretary of a public limited company of that group. At the beginning of her career she was associated with an advocate and was involved in drafting of various legal documents etc. She has graduated in Commerce and Law from Mumbai University and is also an associate member of the Institute of Company Secretaries of India.

 

Mr. A. Arumugham


Director


Mr. A. Arumugham is a Chartered Accountant with over 35 years of experience in practice. Mr. Arumugham has been associated with various large corporate houses and has sound knowledge in various activities such as fund mobilization, mergers and takeovers, legal compliances etc

 

Mr. Suresh Vishwasrao


Director

Mr. Suresh Vishwasrao, an ex-banker has over 40 years of professional experience. Mr. Vishwasrao has wide experience with banking regulations, Foreign Exchange Management Act, loan syndication(s), capital market activities etc.

 

SUBSIDIARIES AND JOINT VENTURE

 

BRFL Italia

 

In April, 2008, the Company has acquired the Brand ‘Guru’ and other retail business of Jam Session Holding S.r.l (Jam) through BRFL Italia S.r.l. (BRFL Italia), a company promoted by BRFL Europe B.V, a wholly – owned subsidiary Bombay Rayon Retail Limited. The holding Company of these Companies is Subject.

 

• ‘GURU’ is an established up market Retail Brand with substantial goodwill.

 

‘Guru’ has 15 retail stores/outlets and 9 franchises spread all over Europe mainly in Spain, Italy,
   Netherlands and in Dubai.

Located in Netherlands, this wholly owned subsidiary of Bombay Rayon offers the customers the advantage of latest trends in the European market.

 

Along with importing goods for U.K. market the subsidiary, DPJ Clothing Limited supplies goods on LDP basis to high street fashion retailers and offers advantage of latest design trends globally

 

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. 45.20

UK Pound

1

Rs. 73.07

Euro

1

Rs. 61.41

 

SCORE & RATING EXPLANATIONS

 

SCORE FACTORS

 

RANGE

POINTS

HISTORY

1~10

5

PAID-UP CAPITAL

1~10

6

OPERATING SCALE

1~10

7

FINANCIAL CONDITION

 

 

--BUSINESS SCALE

1~10

8

--PROFITABILIRY

1~10

8

--LIQUIDITY

1~10

8

--LEVERAGE

1~10

7

--RESERVES

1~10

8

--CREDIT LINES

1~10

7

--MARGINS

-5~5

--

DEMERIT POINTS

 

 

--BANK CHARGES

YES/NO

YES

--LITIGATION

YES/NO

NO

--OTHER ADVERSE INFORMATION

YES/NO

NO

MERIT POINTS

 

 

--SOLE DISTRIBUTORSHIP

YES/NO

NO

--EXPORT ACTIVITIES

YES/NO

NO

--AFFILIATION

YES/NO

YES

--LISTED

YES/NO

YES

--OTHER MERIT FACTORS

YES/NO

YES

TOTAL

 

64

 

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

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

-

 

 

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.