MIRA INFORM REPORT

 

 

Report Date :

23.07.2011

 

IDENTIFICATION DETAILS

 

Name :

ZODIAC CLOTHING COMPANY LIMITED

 

 

Registered Office :

Apte Properties, 10/76, Off Dr. R Moses Road, Worli, Mumbai – 400 018, Maharashtra

 

 

Country :

India

 

 

Financials (as on) :

31.03.2010

 

 

Date of Incorporation :

14.06.1984

 

 

Com. Reg. No.:

11-033143

 

 

Capital Investment / Paid-up Capital :

Rs.83.927 millions

 

 

CIN No.:

[Company Identification No.]

L17100MH1984PLC033143

 

 

TAN No.:

[Tax Deduction & Collection Account No.]

MUMZ01061E

MUMZ00986G

MUMZ01166E

 

 

PAN No.:

[Permanent Account No.]

AAACZ0151A

 

 

Legal Form :

Public limited liability company. Company’s shares are listed on the Stock Exchanges.

 

 

Line of Business :

Manufacture and Distribution of Men's Clothing, including Shirts, Ties, Socks and Trousers.

 

 

No. of Employees :

3500 (Approximately)

 

 

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 5594000

 

 

Status :

Good

 

 

Payment Behaviour :

Regular

 

 

Litigation :

Clear

 

 

Comments :

Subject is a well established and reputed company and a part of Zodiac Group. Directors are reported as experienced and respectable businessmen. General financial position is good. Trade relations are reported as fair. Business is active. Payments are reported to be regular and as per commitments.

 

The company can be considered good for normal 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

 

 

LOCATIONS

 

Registered/ Corporate Office :

Apte Properties, 10/76, Off Dr. R Moses Road, Worli, Mumbai – 400 018, Maharashtra, India

Tel. No.:

91-22-66677000

Fax No.:

91-22-66677279

E-Mail :

contactus@zodiacmtc.com

Website :

http://www.zodiaconline.com

 

 

Factory 1 :

Yelahanka, Bangalore - 560 063, Karnataka, India

 

 

Factory 2 :

Whitefield Road, Bangalore - 560 048, Karnataka, India

 

 

Factory 3 :

Bommasandra, Bangalore - 560 099, Karnataka, India

 

 

Factory 4 :

Koramangala, Bangalore - 560 095, Karnataka, India

 

 

Factory 5 :

A-1, 181/1, GIDC, Umbergaon, Valsad - 396 171, Gujarat, India

 

 

Factory 6 :

C/2/7, GIDC, Industrial Area, Umbergaon, Valsad - 396 171, Gujarat , India

 

 

Factory 7 :

Plot No. 411, Unit II, GIDC Umbergaon, Valsad - 396 171, Gujarat, India

 

 

Factory 8 :

A to Z Industrial Area, Lower Parel, Mumbai - 400 011, Maharashtra, India

 

 

Retail Stores :

Located at:

 

Agra

Indore

Ahmedabad

Jalandhar

Bangalore

Kolkatta

Bhubaneshwar

Lucknow

Baroda

Ludhiana

Calicut

Manglore

Chandigarh

Mumbai

Chennai

Thane

Cochin

Nagpur

Delhi

Noida

Faridabad

Pune

Ghaziabad

Surat

Hyderabad

Varanasi

Haryana

U A E

 

 

 

 

DIRECTORS

 

As on 31.03.2010

 

Name :

Mr. M. Y. Noorani

Designation :

Chairman

 

 

Name :

Dr. S. Abid Hussain

Designation :

Director

 

 

Name :

Mr. M. L. Apte

Designation :

Director

 

 

Name :

Mr. Bernhard Steinruecke

Designation :

Director

 

 

Name :

Mr. S. M. Datta

Designation :

Director

 

 

Name :

Dr. Heinrich-Dietrich Dieckmann

Designation :

Director

 

 

Name :

Mr. Deepak Parekh

Designation :

Director (Alternate to Dr. Heinrich Dieckmann)

 

 

Name :

Mr. S. R. Iyer

Designation :

Director

 

 

Name :

Mr. Y. P. Trivedi

Designation :

Director

 

 

Name :

Mr. A. Y. Noorani

Designation :

Vice Chairman and Managing Director

 

 

Name :

Mr. S. Y. Noorani

Designation :

Managing Director and President

 

 

KEY EXECUTIVES

 

Name :

Mr. Shivatosh Chakraborty

Designation :

Company Secretary

 

 

MAJOR SHAREHOLDERS / SHAREHOLDING PATTERN

 

As on 30.06.2011

 

Category of Shareholder

No. of Shares

Percentage of Holding

(A) Shareholding of Promoter and Promoter Group

 

 

(1) Indian

 

 

Individuals / Hindu Undivided Family

1,724,381

13.45

Bodies Corporate

1,545,156

12.05

Sub Total

3,269,537

25.50

(2) Foreign

 

 

Individuals (Non-Residents Individuals / Foreign Individuals)

187,550

1.46

Bodies Corporate

4,206,510

32.81

Sub Total

4,394,060

34.27

Total shareholding of Promoter and Promoter Group (A)

7,663,597

59.77

(B) Public Shareholding

 

 

(1) Institutions

 

 

Mutual Funds / UTI

442,986

3.46

Financial Institutions / Banks

75

-

Foreign Institutional Investors

2,161,957

16.86

Sub Total

2,605,018

20.32

(2) Non-Institutions

 

 

Bodies Corporate

834,975

6.51

Individuals

 

 

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

842,434

6.57

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

533,122

4.16

Any Others (Specify)

341,918

2.67

Non Resident Indians

325,918

2.54

Trusts

137

-

Clearing Members

15,863

0.12

Sub Total

2,552,449

19.91

Total Public shareholding (B)

5,157,467

40.23

Total (A)+(B)

12,821,064

100.00

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

-

-

(1) Promoter and Promoter Group

-

-

(2) Public

-

-

Sub Total

-

-

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

12,821,064

-

 

 

BUSINESS DETAILS

 

Line of Business :

Manufacture and Distribution of Men's Clothing, including Shirts, Ties, Socks and Trousers.

 

 

Products :

Item Code No. (ITC Code)

62052000

Product Description

Menshirt 100% Cotton

 

 

Item Code No. (ITC Code)

62053000

Product Description

Menshirt Polyester Cotton

 

 

Item Code No. (ITC Code)

62059000

Product Description

Other Textile Material

 

PRODUCTION STATUS (AS ON 31.03.2010)

 

Particulars

Unit

Licensed Capacity

Installed Capacity

Actual Production*

Garment and Accessories

Pcs

N. A.

6,182,000

4,277,474

 

 

 

 

 

 

* Includes 821,408 Pcs manufactured by outside parties on behalf of the Company.

 

GENERAL INFORMATION

 

No. of Employees :

3500 (Approximately)

 

 

Bankers :

v      IDBI Bank, Mittal Tower, C-Wing, Nariman Point, Mumbai – 400 021, Maharashtra, India

v      Dena Bank, Industrial Finance Branch, Maker Towers `E’, Cuffe Parade, Mumbai – 400 005, Maharashtra, India

v      Central Bank of India, Chander Mukhi Building, Ground Floor, Nariman Point, Mumbai – 400 021, Maharashtra, India

v      ABN Amro Bank N.V., 74, Sakhar Bhavan, Nariman Point, Mumbai -400 021, Maharashtra, India

v      Citi Bank N.A., Citi Tower, 61, Dr. S. S. Rao Road, Parel, Mumbai-400012, Maharashtra, India

v      State Bank of India, Commercial Branch, N.G.N. Vaidya Marg, Mumbai - 400 023, Maharashtra, India

v      Citi Bank N.A., Citi Bank Centre, Bandra – Kurla Complex, Bandra (East), Mumbai – 400 051, Maharashtra, India

v      The Royal Bank of Scotland N.V. 74, Sakhar Bhavan, Nariman Point, Mumbai - 400 021, Maharashtra, India

 

 

Facilities :

Secured Loans

31.03.2010

Rs. In Millions

31.03.2009

Rs. In Millions

Loans and Advances from Banks:

 

 

Working capital facilities *

304.737

227.086

Term Loan **

15.880

18.082

Interest accrued and due on above

[*Secured by hypothecation of Raw materials, Finished Goods and Semi-finished Goods, Packing Materials and other Accessories, Stores and Spares, Book Debts, other receivables and claims, both present and future.

**Secured by hypothecation of Specified Machineries acquired by using the term loan proceeds]

0.085

0.893

Total

320.702

246.061

 

 

 

Banking Relations :

--

 

 

Statutory Auditors :

 

Name :

Deloitte Haskins and Sells

Chartered Accountants

Address :

12, Dr. Annie Besant Road, Opposite Shivsagar Estate, Worli, Mumbai - 400 018, Maharashtra, India

 

 

Internal Auditors :

 

Name :

Bhandarkar and Kale

Chartered Accountants

Address :

Lentin Chambers, Fort, Mumbai, Maharashtra, India

 

 

Solicitors :

A.H. Parpia and Company

Address: 203/204 Prabhat House, 2nd Floor, 92, S.V. Road, Khar (West), Mumbai - 400 052, Maharashtra, India

 

Kanga and Company

Address: Readymoney Mansion, 43, Veer Nariman Road, Mumbai - 400 001, Maharashtra, India

 

 

Subsidiaries :

v      Multiplex Collapsible Tubes Limited

v      Zodiac Clothing Company S.A. (Switzerland)

v      Zodiac Clothing Company (UAE) LLC

v      Zodiac Clothing Company Inc.

v      Zodiac Properties Limited (Subsidiary w.e.f. 22nd November, 2009)

 

 

Other Related Parties :

v      Zodiac Private Limited

v      Miraj Marketing Company Private Limited

v      Zodiac Metropolitan Clothing Gmbh

v      Asia Tangible Investments Pte. Limited

v      Metropolitan Trading Company

v      Montage Corporation

v      Munraz Enterprises

v      Mariambai and Haji Noor Mohamad Noorani Foundation Trust

v      Mustang Manufacturing Company

v      Mashal Enterprises

v      Elite Clothing Company Private Limited

v      Euro Global Holdings Pte Limited

v      Onward LLC

 

 

CAPITAL STRUCTURE

 

After 10.08.2010

 

Authorised Capital :

No. of Shares

Type

Value

Amount

20000000

Equity Shares

Rs.10/- each

Rs.200.000 millions

 

 

 

 

 

Issued, Subscribed & Paid-up Capital :

No. of Shares

Type

Value

Amount

12821064

Equity Shares

Rs.10/- each

Rs.128.211 millions

 

 

 

 

 

As on 31.03.2010

 

Authorised Capital :

No. of Shares

Type

Value

Amount

20000000

Equity Shares

Rs.10/- each

Rs.200.000 millions

 

 

 

 

 

Issued, Subscribed & Paid-up Capital :

No. of Shares

Type

Value

Amount

8392676

Equity Shares

Rs.10/- each

Rs.83.927 millions

 

 

 

 

 

Notes:

1) Of the above,

i) 1,156,313 Shares are allotted as fully paid-up pursuant to the scheme of amalgamation of Mayfair Limited with the Company;

ii) 4,181,313 Shares are allotted as fully paid-up by way of bonus shares by capitalisation of share premium account; and

iii) 30,050 Shares are allotted as fully paid-up on exercise of Employee stock options under Zodiac Clothing Company Limited Employee Stock Option Plan 2006

 

2) Particulars of options on unissued share capital


 

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

83.927

83.865

83.862

2] Share Warrant

0.000

17.600

17.600

3] Reserves & Surplus

1314.553

1093.143

1066.483

4] (Accumulated Losses)

0.000

0.000

0.000

NETWORTH

1398.480

1194.608

1167.945

LOAN FUNDS

 

 

 

1] Secured Loans

320.702

246.061

231.490

2] Unsecured Loans

0.000

0.000

0.000

TOTAL BORROWING

320.702

246.061

231.490

DEFERRED TAX LIABILITIES

18.678

17.950

16.539

 

 

 

 

TOTAL

1737.860

1458.619

1415.974

 

 

 

 

APPLICATION OF FUNDS

 

 

 

 

 

 

 

FIXED ASSETS [Net Block]

505.402

485.852

402.337

Capital work-in-progress

90.687

33.963

22.694

 

 

 

 

INVESTMENT

128.738

128.738

299.008

DEFERREX TAX ASSETS

0.000

0.000

0.000

 

 

 

 

CURRENT ASSETS, LOANS & ADVANCES

 

 

 

 

Inventories

499.598

468.247

472.006

 

Sundry Debtors

221.446

219.259

180.436

 

Cash & Bank Balances

207.083

104.796

27.354

 

Other Current Assets

0.000

0.000

0.000

 

Loans & Advances

472.162

474.958

383.679

Total Current Assets

1400.289

1267.260

1063.475

Less : CURRENT LIABILITIES & PROVISIONS

 

 

 

 

Sundry Creditors

160.800

155.822

168.413

 

Other Current Liabilities

148.045

224.688

132.791

 

Provisions

78.411

76.684

70.336

Total Current Liabilities

387.256

457.194

371.540

Net Current Assets

1013.033

810.066

691.935

 

 

 

 

MISCELLANEOUS EXPENSES

0.000

0.000

0.000

 

 

 

 

TOTAL

1737.860

1458.619

1415.974

 


PROFIT & LOSS ACCOUNT

 

 

PARTICULARS

31.03.2010

31.03.2009

31.03.2008

 

SALES

 

 

 

 

 

Sales

2666.457

2667.010

2282.346

 

 

Other Income

206.064

193.489

201.496

 

 

TOTAL                                     (A)

2872.521

2860.499

2483.842

 

 

 

 

 

Less

EXPENSES

 

 

 

 

 

Increase/ Decrease in Stocks

(31.551)

(18.699)

(47.028)

 

 

Raw Materials Consumed

743.067

777.778

755.536

 

 

Purchase of Trading Materials

229.701

169.951

139.181

 

 

Operation and Other Expenses

1108.128

1206.867

894.741

 

 

Payments to and Provision for Employees

424.914

418.761

369.137

 

 

Prior period expenses (net)

0.341

1.399

1.226

 

 

TOTAL                                     (B)

2474.600

2556.057

2112.793

 

 

 

 

 

Less

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

397.921

304.442

371.049

 

 

 

 

 

Less

FINANCIAL EXPENSES                         (D)

23.944

23.699

24.028

 

 

 

 

 

 

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

373.977

280.743

347.021

 

 

 

 

 

Less/ Add

DEPRECIATION/ AMORTISATION                     (F)

46.024

41.497

35.980

 

 

 

 

 

 

PROFIT BEFORE TAX (E-F)                               (G)

327.953

239.246

311.041

 

 

 

 

 

Less

TAX                                                                  (H)

115.089

87.874

109.122

 

 

 

 

 

 

PROFIT AFTER TAX (G-H)                                (I)

212.864

151.372

201.919

 

 

 

 

 

 

Short Provision for Income Tax of earlier years

2.375

0.071

0.343

 

 

 

 

 

Add

PREVIOUS YEARS’ BALANCE BROUGHT FORWARD

714.606

649.584

534.282

 

 

 

 

 

Less

APPROPRIATIONS

 

 

 

 

 

Dividend for the previous year

0.000

0.002

0.000

 

 

Proposed Dividend

58.749

54.512

54.510

 

 

Corporate Dividend Tax thereon

9.984

9.265

9.264

 

 

Transfer To General Reserve

22.500

22.500

22.500

 

BALANCE CARRIED TO THE B/S

833.862

714.606

649.584

 

 

 

 

 

 

EARNINGS IN FOREIGN CURRENCY

 

 

 

 

 

Exports of Goods on FOB basis

1421.419

1437.744

1139.519

 

 

Royalty Income

16.810

17.317

13.429

 

 

Others (Freight & Insurance Receipt)

46.540

34.248

29.672

 

TOTAL EARNINGS

1484.769

1489.309

1182.620

 

 

 

 

 

 

IMPORTS

 

 

 

 

 

Raw Materials (includes accessories)

319.961

331.268

279.804

 

 

Stores & Spares

0.240

1.815

1.679

 

 

Capital Goods

2.485

7.628

5.203

 

 

Traded Goods

46.642

37.737

0.000

 

TOTAL IMPORTS

369.328

378.448

286.686

 

 

 

 

 

 

Earnings Per Share (Rs.)

 

 

 

 

- Basic

25.10

18.04

24.09

 

- Diluted

24.72

17.14

23.83

 

QUARTERLY RESULTS

 

PARTICULARS

 

30.06.2010

30.09.2010

31.12.2010

31.03.2011

Type

1st Quarter

2nd Quarter

3rd Quarter

4th Quarter

Net Sales

707.500

727.800

792.800

742.100

Total Expenditure

635.600

643.300

714.300

725.800

PBIDT (Excl OI)

71.900

84.500

78.500

16.300

Other Income

7.900

7.900

6.500

7.000

Operating Profit

79.800

92.400

85.000

23.300

Interest

1.300

1.300

1.100

1.300

Exceptional Items

0.000

0.000

86.000

0.000

PBDT

78.500

91.100

169.900

22.000

Depreciation

12.100

13.300

12.500

14.300

Profit Before Tax

66.400

77.800

157.400

7.700

Tax

23.500

26.200

24.700

4.800

Provisions and contingencies

0.000

0.000

0.000

0.000

Profit After Tax

42.900

51.600

132.700

2.900

Extraordinary Items

0.000

0.000

0.000

0.000

Prior Period Expenses

0.000

0.000

0.000

0.000

Other Adjustments

0.000

0.000

0.000

0.000

Net Profit

42.900

51.600

132.700

2.900

 

 

KEY RATIOS

 

PARTICULARS

 

 

31.03.2010

31.03.2009

31.03.2008

PAT / Total Income

(%)

7.41

5.29

8.13

 

 

 

 

 

Net Profit Margin

(PBT/Sales)

(%)

12.30

8.97

13.63

 

 

 

 

 

Return on Total Assets

(PBT/Total Assets}

(%)

17.21

13.65

21.22

 

 

 

 

 

Return on Investment (ROI)

(PBT/Networth)

 

0.23

0.20

0.27

 

 

 

 

 

Debt Equity Ratio

(Total Liability/Networth)

 

0.51

0.59

0.52

 

 

 

 

 

Current Ratio

(Current Asset/Current Liability)

 

3.62

2.77

2.86

 

 

LOCAL AGENCY FURTHER INFORMATION

 

HISTORY

 

Subject was promoted by Mr. M. Y. Noorani and others.  It was originally incorporated as a private limited liability company.  It became a deemed public limited liability company in December, 1993 and went public in January, 1994.

 

It set up a 100% Export Oriented Unit at Umbergaon, Gujarat for manufacture and export of men’s clothing including shirts, beach wear and pyjama suits with an annual licensed capacity of 100000 units in December, 1984.  Initially, it concentrated on the erstwhile Soviet Union by selling to the Central Buying Organisation.

 

In the late eighties, the company also started exploring the sophisticated markets of western Europe.  Three companies Zodiac Textiles and Apparels, Export, Multiplex Packaging and Bangalore Knitwear were amalgamated with the company.  To upgrade production techniques and to meet the exacting quality standards of West European makers, the company, re-designed and modernised its entire plant with technical assistance from a leading European company in 1989.  The company went public with its maiden issue in June, 1994 at a premium of Rs.100 per share to dilute the promoters’ holdings to 75%.

 

It has installed a new production facility in Bangalore with a capacity of 0.500 million shirts per annum.  Commercial production of this unit has commenced in July, 1995.  Also to boost its export it has invested in a fully owned subsidiary in Switzerland in June, 1995.  This has enabled the company to increase its export.  The company has three subsidiary companies i.e. Mayfair, Multiplex Collapsible Tubes and Zodiac Clothing S.A.

 

During 2002-03, Mayfair the subsidiary of the company was amalgamated with the company following the approval from High Court of Mumbai.

 

It has acquired the whole business of Metropolitan Trading Company, a manufacturing readymade garment on a going concern basis.  The company entered into a technical agreement with Zodiac UAE LLC, Dubai for a period of 5 years.

 

DIRECTORS’ BIOGRAPHIES

 

Mr. M. Y. Noorani

Chairman

Mr. M.Y. Noorani, is the founder of ZODIAC and the founding father of the Clothing industry in India. He was the founder of the Clothing Manufacturers Association of India as well as its President for three consecutive terms. He has served on the managing committee of several trade organizations, including Indo German Chamber of Commerce, Bombay Chamber of Commerce, Indo Italian Chamber of Commerce as well as E.U. Chamber of Commerce, where he was the President for two terms. He has led Zodiac in its continuous quest for excellence and has also been the recipient for Lifetime achievement awards from IFA Lycra Images and also from the Clothing Associations – CMAI and CIAE. He is also Chairman of various Public Limited and Private Limited Group Companies. The Cross of Order of Merit was conferred on him by the President of the Federal Republic of Germany in December 2009.

 

Dr. S. Abid Hussain

Director

Dr. S. Abid Hussain (Padma Bhushan, 1988) is a retired I.A.S. officer and the former Secretary, Government of India, Ministry of Commerce and Ministry of Heavy Industry. He was also a member of the Planning Commission and the Ambassador of India to the United States of America, besides holding membership of numerous national and international bodies including several U.N. assignments in varied fields. He was the Special Rapporteur of the U.N. Commission of Human Rights Geneva, Chairman of CSIR, Vice Chairman of the Rajiv Gandhi Foundation and Chancellor of the Central University, Hyderabad. Dr. S. Abid Hussain is currently a member of the International Panel on Democracy and Development of UNESCO and Professor Emeritus at the Indian Institute of Foreign Trade (IIFT) and the Foreign Service Institute of the Ministry of External Affairs. He is currently a director of G.V.K. Industries Limited, G.V.K. Taj Hotels and Resorts Limited, GVK Power and Infrastructure Limited, Wockhardt Limited, Havel’s India Limited, Shree Cement Limited, Gangavaram Port Limited and the Chairman of Hyderabad Flextech Limited and Nagarjuna Oil Corporation Limited. He is also Principal Trustee of Morgan Stanley Asset Management (India) Limited.

 

Mr. M. L. Apte

Director

Mr. M. L. Apte, former Sheriff of Bombay is also the former President of Maharashtra Chamber of Commerce, Bombay Chamber of Commerce, Cricket Club of India, Indian Sugar Mills Association, Member of the Indian Cotton Mills Federation and former Chairman of the Textiles Committee. He is currently the Chairman of Dr. Writer’s Food Products Private Limited and a Director of Apte Amalgamations Limited, Grasim Industries Limited, Tata Asset Management Limited, Bajaj Hindustan Limited, Standard Industries Limited, The Bombay Burmah Trading Corporation Limited, The Raja Bahadur International Limited and Kulkarni Power Tools Limited.

 

Mr. S. M. Datta

Director

Mr. S. M. Datta is the former Chairman of Hindustan Lever Limited. He is also the former President of Bombay Chamber of Commerce and Industry and is also the past President of Council of EU Chamber of Commerce. He is currently the Chairman of Castrol India Limited, Philips Electronics India Limited, Tata Trustee Company Limited, IL and FS Investment Managers Limited, BOC India Limited, Transport Corp of India Limited and Reach (Cargo Movers) Private Limited and Director of Peerless Hospitex Hospital and Research Centre Limited, Peerless Gen. Fin. and Inv. Company Limited, Kansai Nerolac Paints Limited, Atul Limited, Bhoruka Power Corporation Limited, Peerless Hotels Limited, Ambit Holdings Private Limited, Chandra’ s Chemical Enterprises (Private) Limited, Rabo India Finance Limited, and Deutsche Postbank Home Finance Limited.

 

Mr. Bernhard Steinruecke

Director

Mr. Bernhard Steinruecke is the Director General of Indo-German Chamber of Commerce. He was the Managing Partner on the Board of ABC Bank GmbH, Berlin and representative of the Indo-German Chamber of Commerce, Berlin, Germany. After acquiring an Honours degree in law from the University of Heidelberg, he became the Assistant Judge at the Supreme Court of Hamburg. He later on joined the Deutsche Bank AG and rose to become its Joint Chief Executive Officer, India. He is currently a Director of FAG Bearings India Limited, Bosch Limited, HDFC Ergo General Insurance Company Limited.

 

Dr. Heinrich-Dietrich Dieckmann

Director

Dr. Heinrich-Dietrich Dieckmann is a retired German diplomat whose entire career was focused mainly on international economic affairs. During his illustrious career he has served as the German Ambassador to India, German Ambassador to Japan, Director General for Economic Affairs and European Integration in the German Foreign Office, Head of the Economic Department of the German Mission to the United Nations in New York. He was the Foreign Office Representative in all negotiations with the Soviet Union and later on Russia, dealing with the economic aspects of German reunification, and one of the German Sherpas for the preparations of the G7 summits 1992,1993 and 1994.

 

Mr. Deepak Parekh

Director

Mr. Deepak Parekh (Padma Bhushan, 2006) is a Fellow of the Institute of Chartered Accountants (England and Wales). He is the Chairman of HDFC Limited, Infrastructure Development and Finance Company Limited, Glaxo Smithkline Pharmaceuticals Limited, Siemens Limited, HDFC Asset Management Company Limited, HDFC ERGO General Insurance Company Limited and HDFC Standard Life Insurance Company Limited. He is a Director of Hindustan Unilever Limited, Castrol India Limited, Mahindra and Mahindra Limited, Hindustan Oil Exploration Corporation Limited, Exide Industries Limited, The Indian Hotels Company Limited, Borax Morarji Limited, Bharat Bijlee Limited, Airport Authority of India and Lafarge India Private Limited. He has been a member of several Committees set up by the Government of India, especially in the field of Finance and Capital Markets, the recent one being the Investment Commission Committee. Mr. Parekh has won several accolades and awards. He was the youngest recipient of the ‘Corporate Award for Life Time Achievement’, from the Economic Times. He was awarded the ‘Businessman of the Year - 1996’ by Business India, and the ‘JRD Tata Corporate Leadership Award’ from the All-India Management Association. He was the first recipient of the ‘Qimpro Platinum Award’ for Quality for his contributions to the services sector. He is the first International receipient of the Institute of Chartered Accountants in England and Wales’ Outstanding Achievement Award - 2010.

 

Mr. Y. P. Trivedi

Director

Mr. Y. P. Trivedi, a member of the Rajya Sabha, is the former President of Indian Merchants Chamber, The Chamber of Income Tax Consultants, Indo-African Chamber of Commerce, a member of the Managing Committee of Indian Merchants’ Chamber. He is currently the Chairman of Trivedi Consultants Private Limited, Zandu Pharmaceuticals Works Limited and Sai Service Station Limited and also a Director of Reliance Industries Limited, Birla Power Solution Limited, Metro Exporters Private Limited, Supreme Industries Limited, Colosseum Sports and Recreation International, Monica Travels Private Limited, Seksaria Biswan Sugar Factory Limited, New Consolidated Construction Company Limited, Birla Cotsyn (India) Limited. Mr. Trivedi has also served as a Director of Central Bank of India, Dena Bank and Central Bank Executors and Trustee Company Limited.

 

Mr. S. R. Iyer

Director

Mr. S.R. Iyer retired as Managing Director of the State Bank of India. He is the former Chairman and Director of the Credit Information Bureau (India) Limited. He was also the Managing Director of State Bank of Mysore, Director of the National Stock Exchange of India Limited and GE Capital Business Process Management Services Private Limited. He has vast knowledge and rich experience in banking. He is presently Director of IDMC Limited, KSK Energy Ventures Limited, KSK Power Venture Plc Isle of man, P.N. Writer and Company Private Limited and KSK Electricity Financing India Private Limited and Writer Lifestyle P. Limited

 

Mr. A. Y. Noorani

Vice-Chairman and Managing Director

Mr. A.Y. Noorani joined the House of Zodiac in 1968 and after successfully developing its export business and scaling up its overall operations, became Managing Director of the organisation in 1980. He completed the Advance Management Programme at Harvard Business School, Boston, and is responsible for overseeing the management of the organisation, corporate affairs and finance. Mr. Noorani is Past President of the Indo-German Chamber of Commerce and is presently on the Managing Committee of the Chamber and a member of the Indo-German Consultative Group. He was a member of the Managing Committee of the Apparel Export Promotion Council, the Bombay Chamber of Commerce and Industry, the Clothing Manufacturers’ Association of India, member of the Board of Governors of the National Institute of Fashion Technology and member of the Steering Group on Investment and Growth in the Textile Industry. He is also Director of Indian Oil Corporation Limited and Public Limited and Private Limited companies of the House of Zodiac.

 

Mr. S. Y. Noorani

Managing Director and President

Mr. S. Y. Noorani joined the House of ZODIAC in 1982. He was responsible for setting up the company’s state-of-the-art manufacturing facilities and international marketing operations in London, Dusseldorf and New York. He leads a dynamic team of professionals in the running of the organization ranging from design and manufacturing to sales and marketing which has successfully launched the brand ZOD! and Z3 in the Indian market. Mr. S. Y. Noorani is the Co-Chairman of Indo-Spanish Business Committee of Bombay Chamber of Commerce and has also served on the Managing Committees of Indo- Italian Chamber of Commerce as well as CMAI. He is a member of the regional council of CII (Western Region). He is also Director of various Public Limited and Private Limited companies of the House of Zodiac.

 

BUSINESS:

 

Turnover and Profits – During the financial year ended 31st March 2010, the income of the company on a standalone basis was virtually flat at Rs.2872.500 millions vs. Rs.2860.500 millions in the previous year. The profit before tax increased by 37.12% to Rs.328.000 millions vs. Rs.239.200 millions in the previous year, while the net profit after tax for the financial year ended 31st March 2010 increased by 39% to Rs.210.500 millions, vs. Rs.151.400 millions in the previous year. The net profit of Rs.210.500 millions is impressive even when compared to 2007-08’s (a great year) profit of Rs.201.600 millions.

 

The different business segments, i.e. the design driven international business from India as well as the branded business and the company’s own retail, have performed reasonably well, considering the turmoil in the international markets and the subdued consumer sentiment, both internationally and in India. What is noteworthy is the company’s focus on profitability has yielded results, which are visible, both in the PBT and PAT rising sharply.

 

Although the top line across the business segments was flat, this in itself was an achievement despite the situation described above, and by the fact that the company did not discount its products in any of the segments. The revenue pattern during the year has been sporadic, with periods showing revival of growth in consumer demand across markets, and other periods where demand reverted to the pattern seen during the lows between November 2009 and March 2010.

 

During the year, the company opened 8 new stores and renovated 3 stores (all stores are company- run, not franchised) in keeping with its strategy of investing in the growth potential of retail. 4 unviable stores were closed during the year. Despite the sporadic nature of sales during the year, the company firmly believes that the return to sustained growth is palpable, and consequently continues to vigorously pursue its target of profitable growth (increasing the retail presence being a vital ingredient of this target) with financial discipline, cost control, global sourcing and conservative hedging of its forex exposure.

 

RATING:

 

During the year, ICRA (an associate of Moody’s Investor Service) has reaffirmed the Company’s rating of A1 + for its short term fund based/non fund based facilities, which have been enhanced from Rs.452.500 millions to Rs.515.000 millions. The company has also been assigned an A1 + rating for its issue of commercial paper for Rs.200.000 millions.

 

A1 is the highest credit quality rating assigned by ICRA to short term debt instruments, which carry the lowest credit risk in the short term. Within this category, certain instruments are assigned the rating of A1 + to reflect their relatively stronger credit quality.

 

CAPEX

 

Capex was incurred predominantly on the new company run Stores (Rs.46.700 millions), balancing machinery and equipment (Rs.24.000 millions), refurbishing of the Corporate Headquarters, as well as energy conservation (Rs.39.800 millions) and pollution control equipment (Rs.14.800 millions), besides rental deposits (Rs.92.500 millions).

 

During the year, the Capex aggregated Rs.125.400 millions (as against Rs.141.400 millions last year) on a standalone basis and Rs.137.100 millions (as against Rs.270.800 millions last year) on a consolidated basis.

 

LIQUIDITY:

 

The Debt equity ratio as on 31st March 2010, was 0.17 on a consolidated basis. They maintained sufficient care to meet the strategic objectives from internal accruals, which have adequately covered the requirement of funds. The cash and bank balances (consolidated) were Rs.292.200 millions in March 2010 as against Rs.271.100 millions last year.

 

INCREASE IN SHARE CAPITAL:

 

During the year, the paid-up share capital of the company has increased from Rs.83.865 millions to Rs.83.927 millions as a result of allotment of 6150 shares of Rs.10.00 each under the ESOP Scheme.

 

BRANDING:

 

In the prevailing business environment the company’s competitors’ brands weakened considerably due to their being aggressively discounted. By comparison, the Zodiac and z3 brands, strengthened considerably vis-ŕ-vis the competition, to a large extent because none of the three brands, i.e. Zodiac, ZOD! and z3 were discounted. This, while resulting in a subdued top line, contributed to the brands’ enhanced strength as well as the strong bottom line. The product extension of suits and shoes to the Zodiac brand has received most encouraging response from the consumers.

 

MANAGEMENT DISCUSSION AND ANALYSIS

 

OVERVIEW:

 

India’s exports of clothing have declined from USD 10.933 billion in FY 2008-09 to USD 10.644 billion in FY 2009-10. In USD terms the exports declined in each of 9 of the 12 months. Even in INR terms, it declined in each of 6 months of the year. What has been even more significant is that this was on an already low base. In the second half of the previous year i.e. October 08 – March 09, the post-Lehman period, there was a decline each month in Rupee terms and a decline in 5 of the 6 months in USD terms. Needless to say, clothing exports have consistently been falling short of target for the last 3 years.

 

In the present scenario, where cotton yarn, and consequently fabric prices have risen significantly, the competitiveness of India’s exports has eroded considerably, not only of clothing, but also of yarn, fabrics and made-ups.

 

The clothing industry, unlike the spinning and weaving industries, is not able to pass on the increase in costs to their customers. This is because of competitive pressures, where India’s competitor countries are fiercely competing for a share in markets where demand has been affected adversely due to the global economic slow down. Although recession is “officially over”, in most of the markets, the economic growth as well as retail sales have not shown any significant upturn in most markets.

 

With the competitor countries getting fullest co-operation from their respective governments, they are able to grab market share from India. This is partly because India’s clothing exporters are still not being fully reimbursed on incidence of taxes (both State and Central) on inputs. The issue of the industry being insulated from service tax on goods intended for export, also remains only partially addressed. Even where service tax has been paid and is eligible for refund, the actual disbursements of refund is largely outstanding.

 

With the clothing industry being capable of fulfilling the important objectives of the government, i.e. being the second largest generator of employment after agriculture, the industry is an important tool for achieving inclusive growth as well as being able to provide gender sensitive employment. The vitally important role of this sector needs to be acknowledged and needs addressing – immediate action could be either reining in cotton markets by intervention or adequately reimbursing taxes paid on inputs by increasing duty drawback appropriately.

 

The volatility of the forex rates (Rs.52 to Rs.45 per USD during April ‘09 to March ‘10) has not made matters any easier. Besides, the industry’s cost of funds is much higher than that of its competitors.

 

The TUFS scheme, which seeks to address the needs of the industry somewhat, has also been found wanting. Reimbursement of subvention under this scheme from July 2009, i.e. nearly one year, is still outstanding. The industry’s request that the banks be directed to charge net interest to the industry under TUFS has also fallen on deaf ears.

 

India has slipped to 6th Position in the export of clothing during FY 2008-09 and would perhaps have fallen even lower during 2009-10, judging by reports in the press, of Bangladesh having overtaken India in export of clothing.

 

The company’s design driven International business has ended flat, with average unit value realization as well as profitability having improved, which is creditable in the prevailing situation.

 

The branded business in India, which had been severely impacted by the fall in consumer demand during FY2008-09 continued to witness demand constraint until June 09. From July 09 onwards, the industry has witnessed two phenomena – i.e.

 

(a) The economy segment - the bottom of the pyramid, has been growing modestly, almost consistently, since July, and,

 

(b) The premium segment, in which the growth has been sporadic/erratic with some months showing handsome gains and other months continuing to show lack of the feel good factor. The target consumer for this segment has the money, but due to the lack of the feel good factor, prioritising of expenses on big ticket items, as well as discounting by brands in this segment that were in distress, have all resulted in a flat to modest growth for brands that had not been discounted. The brands that were discounted have shown a slightly higher increase in their turnover, but have incurred losses again in FY 2009-10.

 

ZCCL, without discounting, has ended the year with a modest increase in turnover and a more than pro rata increase in branded margins.

 

INDUSTRY STRUCTURE AND DEVELOPMENT:

 

India, which is the second largest producer of cotton presently, offers an opportunity for robust growth, given the right policies. The index of industrial production is indicative of this potential. It is an established trend that when demand is adversely affected, textiles and clothing are the first to feel the decline. When consumer demand revives, textiles and clothing are among the last to reap the benefits of the rise in demand. Given the low base due to the decline in consumer demand both in India as well as for exports from India, one can look forward to healthy growth as the country’s as well as the global economies recover.

 

There are reports in the press of the strong likelihood of a Bilateral/Free Trade Agreement between the EU and India before the end of 2010. This should prove to be a major source of strength for India’s clothing industry, were the industry’s products be eligible for tariff elimination under the agreement. While the insistence of the EU to include some extraneous elements in the agreement is holding up its finalisation, negotiators from both sides seem to be confident that the negations will be concluded expeditiously and the agreement signed during the October 2010 Summit or by December 2010 in any case. Talks on a similar agreement with Japan are also progressing well.

 

SEGMENT WISE/PRODUCT WISE PERFORMANCE

 

Segments have been identified in line with the Accounting Standard on Segment Reporting, taking into account the organization structure, as well as the differential risk and returns of these segments. The company operates mainly in the clothing and accessories segment and has no reportable business segment, which exceeds 10% of the total turnover.

 

OUTLOOK

 

Despite the sporadic pattern of sales during the different months of the year, the Company firmly believes that the return to sustained growth is palpable and consequently continues to vigorously pursue its target of profitable growth (increasing the retail presence being a vital ingredient of this target), with financial discipline, cost control and global sourcing.

 

The design driven international business, though profitable, can show further growth as well were the cost disabilities addressed, especially with China under pressure to de-peg the Yuan from the Dollar and Vietnam needing to follow suit.

 

COMPANY’S FINANCIAL PERFORMANCE

 

Turnover and Profits:

 

During the financial year ended 31st March 2010, the turnover of the company was flat from Rs.2667.000 millions in the previous year to Rs.2666.500 millions. The net profit before tax stood at Rs.328.000 millions as against Rs.239.200 millions in the previous year. The net profit after tax for financial year ended 31st March, 2010, stood at Rs.210.500 millions as against Rs.151.300 millions in the previous financial year.

 

The interest cost is 0.45% of revenue which, when compared to most other companies among the listed entities, is significantly lower.

 

During the year:

 

- The company amended its insider trading code in compliance with SEBI amendment in its (Provision for Insider Trading) Regulations 1992.

 

- The Board has recommended a dividend (subject to approval of shareholders) of 70% for the year 2009- 10.

 

- The company’s paid up capital has been increased to Rs.83.927 millions on allotment of 6150 shares to eligible Directors and Employees towards the Company’s ESOP Scheme 2006.

 

- During the year, ICRA (an associate of Moody’s Investor Service) has reaffirmed the Company’s rating of A1 + for its short term fund based/non fund based facilities, which have been enhanced from Rs.452.500 millions to Rs.515.000 millions. The company has also been assigned an A1 + rating for its issue of commercial paper for Rs.200.000 millions.

 

A1 is the highest credit quality rating assigned by ICRA to short term debt instruments, which carry the lowest credit risk in the short term. Within this category, certain instruments are assigned the rating of A1 + to reflect their relatively stronger credit quality.

 

- Zodiac Clothing Company (UAE) LLC, the step- down subsidiary incorporated a wholly- owned subsidiary, viz. Zodiac Properties Limited, at Dubai, an SVP to acquire a property for the U.K. operations of the company.

 

- The company opened 8 new stores during the year, renovated 3 stores and closed down 4 unviable stores. The number of Company run stores now stands at 72.

 

- During the year, the Board constituted a Forex Sub- Committee, chaired by Mr. S.M. Datta, for guiding the Forex policy and its implementation during the period of extreme volatility. The Forex Sub- Committee comprises the following members:

 

v      Mr. M.Y. Noorani

v      Mr. A.Y. Noorani

v      Mr. S.Y. Noorani

v      Mr. S.M. Datta

 

Mr. Rajwade of M/s. A. Rajwade and Associates as the Advisor to the Committee.

 

- The Government notified its intent to acquire a part of the company’s land and building of its factory located on National Highway 7, Bangalore. They appealed against this acquisition, as it would have meant the dismembering and closing down of the plant. With grateful thanks they acknowledge the empathy and sensitivity of the Government for having modified their intended acquisition plan whereby the company’s factory building would not be affected.

 

CONTINGENT LIABILITIES: (As on 31.03.2010)

 

a) Guarantee issued by the Bank and counter guaranteed by the Company: Rs.6.622 millions.

 

b) Foreign letters of Credits opened by Bank and counter guaranteed by the Company: Rs.13.074 millions. 

 

c) Foreign bills/Letters of Credit discounted with Bank: Rs.26.689 millions. 

 

d) Disputed demand not provided for in respect of:

 

 

31.03.2010

(Rs. In millions)

1) Income Tax (amount paid under protest Rs.26.079 millions)

27.484

2) Sales Tax (amount paid under protest Rs.6.417 millions)

10.442

3) Apparel Export Promotion Council for non fulfillment of export obligation against duty free imports

2.980

 

e) Claims against the Company not acknowledged as debts: Rs.1.066 millions.

 

f) Labour disputes not acknowledged as debts: Amount not ascertainable.

 

FIXED ASSETS

 

INTANGIBLE ASSETS – ACQUIRED

v      Goodwill

v      Software

TANGIBLE ASSETS

v      Freehold Land

v      Leasehold Land

v      Building

v      Leasehold Improvement

v      Furniture and Fixtures

v      Machinery

v      Vehicles

v      Computer

v      Office Equipment

v      Electrical Installation

 

 

Zodiac is one of the largest shirt companies in the world and sells quality shirts to the best stores across the globe. Zodiac has been a quality manufacturer of fashion garments for the last 50 years and is considered to be one of the finest quality shirt makers. All shirts are made from the finest fabrics sourced worldwide so as to give quality, value for money products. Zodiac shirts offer quality at affordable prices ranging from Rs.699 to Rs.2,200.

 

Zodiac has also been awarded the Most Admired Neckwear Brand Award of the year at the prestigious 'Images Fashion Awards 2000'. Zodiac is today, the largest selling shirts and tie brand at Shopper's Stop according to Brand Equity (The Economic Times).

 

A 200+ crore, vertically integrated, design and marketing driven clothing brand that employs approximately 3500 people in 16 offices and 7 manufacturing plants located across India, UAE, Germany, USA and U.K. The manufacturing capacity of all the facilities put together is close to 60,00,000 units per annum. Currently, Zodiac sells to approximately 2000 multi-brand retailers and have over 80 exclusive Zodiac showrooms spread across the country.

 

India’s only listed clothing company showing profits consistently, Zodiac has a significant stable and growing export business. Zodiac has entered the “Fine Tailoring” segment of Suits and Trousers, besides successfully launching a club wear brand ZOD! Zodiac has successfully created a contemporary look retail chain of stores across India.

 

A Fountainhead of Design Capabilities

 

Over the years, Zodiac has set up overseas offices and today Zodiac has offices in India, Dubai, Germany, U.K., and USA, which collectively develops the range, based on the latest global fashion. Of these, 3 design offices are located at the fashion capitals of the world, namely, London, New York and Dusseldorf. These design offices are headed and run by locals who possess the acumen and skills in design knowledge and trends. It is these very design offices, which have helped the Zodiac bring some of the hottest trends in male couture first to the country before any of its competitors. This vast experience affords the brand the ability to predict design trends while working with the largest retailers internationally and is thus in a position to forecast fashion trends. These products are simultaneously retailed in India and in some of the best retail stores overseas.

 

Today, ZOD! follows in the footsteps of the glorious tradition, which has been instituted decades ago by the House of Zodiac. ZOD! The fastest growing club wear brand in the country from the house of Zodiac has surpassed its contemporaries in a very short time. ZOD! today has become the buzzword in fashion as a result of its constant endeavour to deliver contemporary and fashionable collections in the market to the Indian male.

 

The Zodiac Quality Commitment

 

The Chairman, Mr. M.Y. Noorani is passionate about QUALITY has etched the word quality into all aspects of the company. Today, all these virtues have made Zodiac competitive globally.

 

Every input, which goes into making a top quality Zodiac shirt, is unique. From the mother of pearl buttons, to imported lining, to the best of fabrics make up a quality Zodiac shirt.

 

Zodiac believes in delivering the best and does not make any compromise in terms of quality of fabric, stitching, buttons and lining.

 

Globally, Zodiac has been present in European, Middle-eastern and US markets for many years now. Zodiac has exported large quantities to Europe and has been selling to private labels in Europe for many years now. In majority of cases the company sells its products under foreign private labels, whereas in some countries Zodiac sells under the own brand name- Zodiac.

 

Zodiac shirts are now sold through Bijenkorf in Holland, Splash across the Middle East and select retailers in Canada and Germany.

 

Until not very long ago, Indian brands had no hope of positioning their products under their own brand name in the sophisticated markets in the West. Although, India has 2.5 % share of world trade in clothing, almost the entire export comprises of what is known in the trade, as "private label" i.e. the brand name on the product is that of the foreign company who sells the goods, whether it is the likes of Polo Ralph Lauren, Hugo Boss, Harrods, Austin Reed or Brooks Brothers, to name a few.

 

Awards

 

Guinness Book of

A neck tie made of cloth measuring 221.5 feet long was manufactured by subject and Shoppers' Stop of Bombay, India and was publicly displayed on 15th December 1994

 

Government of India (Golden Export House) Status

Certificate in recognition of their long-standing contribution to exports in accordance with the provisions of the Exim Policy 1997 - 2002

 

Government of India (Trading House) Status

Certificate in recognition of their long-standing contribution to exports in accordance with the provisions of the Exim Policy 1999 - 2002

 

TESTEX Zurich Certification that Zodiac products mt the human - ecological requirements of the standared presently established.

 

Regional Institute of Environmental Technology

Certification that subject is an INDUSTRY MEMBER of the Regional Institute of environmental Technology.

 

Confederation of Indian Apparel Exporters

CIAE Lifetime Achievement Award

 

SGS International Certification Services

Social Accountability SA 8000: 1997

 

SGS International Certification Services

Social Accountability SA 8000: 2000

 

Zodiac Clothing Company Limited

CMAI’s Apex Award 2004 – “Management Team of the Year”

 

ZODIAC Shirts

CMAI’s Apex Award 2004 – “Ad Campaign of the Year”

 

ZODIAC Ties

Images Fashion Award 2000 – “Most Admired Neckwear Brand of the Year”

 

ZODIAC Accessories

Texcellence Award 2003 – “Best Brand for Accessories”

 

ZOD!

- CMAI’s Apex Award 2002 – “Brand Launch of the Year”

- CMAI’s Apex Award 2002 – “Emerging Brand of the Year”

- CMAI’s Apex Award 2004 – “Promising Brand of the Year”

- CMAI’s Apex Award 2005 – “Advertising Campaign of the Year"

 

Manufacturing Units

 

The manufacturing facilities of Zodiac are typically stretched out over an expanse of nearly 35,000 sq. feet each, and are constant in design/layout. The cutting rooms have specially designed cutting tables to accommodate cloth lays of over 60 yards, and which are spread using automated, state of the art equipment. Fusing is done on high-end Kannegiesser machines in air-conditioned rooms to maintain correct fusing conditions. All shirts are fully matched and balanced as a standard.

 

After cutting, the garments are sent to the sewing section. The sewing section of each plant typically consist of five to seven stage assembly lines, with specialised machines for critical operations.

 

The finishing rooms are equipped with modern steam irons, boilers, heated folding tables and vacuum tables, which result in a well-presented garment.

 

The Plants also have mordern embroidery, washing and placement-printing facilities.

 

All manufacturing facilities have their own captive power generating units, so that they are not affected in times of power failures and therefore are able to adhere to customer delivery schedules.

 

All factories are compliant with social issues and have been audited and certified by several independent organisations as being socially responsible. Zodiac is one of the first SA 8000 certified menswear companies in the world.


CMT REPORT (Corruption, Money Laundering & Terrorism]

 

The Public Notice information has been collected from various sources including but not limited to: The Courts, India Prisons Service, Interpol, etc.

 

1]         INFORMATION ON DESIGNATED PARTY

No records exist designating subject or any of its beneficial owners, controlling shareholders or senior officers as terrorist or terrorist organization or whom notice had been received that all financial transactions involving their assets have been blocked or convicted, found guilty or against whom a judgement or order had been entered in a proceedings for violating money-laundering, anti-corruption or bribery or international economic or anti-terrorism sanction laws or whose assets were seized, blocked, frozen or ordered forfeited for violation of money laundering or international anti-terrorism laws.

 

2]         Court Declaration :

No records exist to suggest that subject is or was the subject of any formal or informal allegations, prosecutions or other official proceeding for making any prohibited payments or other improper payments to government officials for engaging in prohibited transactions or with designated parties.

 

3]         Asset Declaration :

No records exist to suggest that the property or assets of the subject are derived from criminal conduct or a prohibited transaction.

 

4]         Record on Financial Crime :

            Charges or conviction registered against subject:                                                              None

 

5]         Records on Violation of Anti-Corruption Laws :

            Charges or investigation registered against subject:                                                          None

 

6]         Records on Int’l Anti-Money Laundering Laws/Standards :

            Charges or investigation registered against subject:                                                          None

 

7]         Criminal Records

No available information exist that suggest that subject or any of its principals have been formally charged or convicted by a competent governmental authority for any financial crime or under any formal investigation by a competent government authority for any violation of anti-corruption laws or international anti-money laundering laws or standard.

 

8]         Affiliation with Government :

No record exists to suggest that any director or indirect owners, controlling shareholders, director, officer or employee of the company is a government official or a family member or close business associate of a Government official.

 

9]         Compensation Package :

Our market survey revealed that the amount of compensation sought by the subject is fair and reasonable and comparable to compensation paid to others for similar services.

 

10]        Press Report :

            No press reports / filings exists on the subject.

 


 

CORPORATE GOVERNANCE

 

MIRA INFORM as part of its Due Diligence do provide comments on Corporate Governance to identify management and governance. These factors often have been predictive and in some cases have created vulnerabilities to credit deterioration.

 

Our Governance Assessment focuses principally on the interactions between a company’s management, its Board of Directors, Shareholders and other financial stakeholders.

 

 

CONTRAVENTION

 

Subject is not known to have contravened any existing local laws, regulations or policies that prohibit, restrict or otherwise affect the terms and conditions that could be included in the agreement with the subject.

 

 

FOREIGN EXCHANGE RATES

 

Currency

Unit

Indian Rupees

US Dollar

1

Rs.44.37

UK Pound

1

Rs.72.34

Euro

1

Rs.63.87

 


 

SCORE & RATING EXPLANATIONS

 

SCORE FACTORS

 

RANGE

POINTS

HISTORY

1~10

7

PAID-UP CAPITAL

1~10

7

OPERATING SCALE

1~10

8

FINANCIAL CONDITION

 

 

--BUSINESS SCALE

1~10

7

--PROFITABILIRY

1~10

7

--LIQUIDITY

1~10

7

--LEVERAGE

1~10

7

--RESERVES

1~10

7

--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

YES

--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.