MIRA INFORM REPORT

 

 

Report Date :

15.06.2011

 

IDENTIFICATION DETAILS

 

Name :

TEMPTATION FOODS LIMITED

 

 

Registered Office :

4, Unity House, 2nd Floor, 8, Mama Paramanand Road, Opposite State Banks of India, Opera House, Mumbai – 400 004, Maharashtra

 

 

Country :

India

 

 

Financials (as on) :

31.03.2010

 

 

Date of Incorporation :

06.03.1991

 

 

Com. Reg. No.:

11-060643

 

 

Capital Investment / Paid-up Capital :

Rs.251.421 millions

 

 

CIN No.:

[Company Identification No.]

L99999MH1991PLC060643

 

 

TAN No.:

[Tax Deduction & Collection Account No.]

MUMT06581B

 

 

Legal Form :

A Public Limited Liability Company. Company’s shares are listed on Stock Exchanges.

 

 

Line of Business :

Dealing in Fresh and Frozen Foods.

 

 

No. of Employees :

165 (Approximately)

 

 

RATING & COMMENTS

 

MIRA’s Rating :

Ba (51)

 

RATING

STATUS

 

PROPOSED CREDIT LINE

41-55

Ba

Overall operation is considered normal. Capable to meet normal commitments.

Satisfactory

 

Maximum Credit Limit :

USD 13127000

 

 

Status :

Good

 

 

Payment Behaviour :

Usually Correct

 

 

Litigation :

Clear

 

 

Comments :

Subject is a well established company having fine track. General financial position is good. Trade relations are reported as fair. Business is active. Payments are reported to be usually correct 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.

 

 

INFORMATION DECLINED BY

 

Management non-cooperative

 

LOCATIONS

 

Registered/ Corporate Office :

4, Unity House, 2nd Floor, 8, Mama Paramanand Road, Opposite State Banks of India, Opera House, Mumbai – 400 004, Maharashtra, India

Tel. No.:

91-22-67404000/ 23686030

Fax No.:

91-22-67404050/ 23695438

E-Mail :

relations@temptationfoods.com

temptation@vsnl.com

Website :

http://www.temptationfoods.com

 

 

Factory 1 :

Plot No.C-2, MIDC, Jejuri, Taluka Purandar, District Pune – 412 302, Maharashtra, India

Tel. No.:

91-2115-253372/ 253610/ 254166

Fax No.:

91-2115-254166/ 253610

 

 

Factory 2 :

Village and Post Office Rathdhana, Sonipat Jatheri Road, Sonipat – 131 001, Haryana, India

Tel. No.:

91-130-3290430

Fax No.:

91-130-2325312

 

 

Factory 3 :

136, K.M. Stone, G.T. Road, Village and Post Office Shamgarh, Karnal – 132 116, Haryana, India

 

 

DIRECTORS

 

As on 31.03.2010

 

Name :

Mr. Vinit Kumar

Designation :

Chairman and Managing Director

Date of Birth/Age :

45 Years

Qualification :

BE (Electrical and Commercial) MBA

Experience :

20 Years

Date of Appointment :

26.10.2007

 

 

Name :

Ms Bhairavi Goswami

Designation :

Non-Executive Director

 

 

Name :

Dr. (Ms.) Kala Pant

Designation :

Non-Executive Director

 

 

Name :

Ms. Elizabeth Harrington

Designation :

Non-Executive Director

 

 

Name :

Dr. Sanjay Kaushik

Designation :

Non-Executive Director

 

 

Name :

Mr. E. David Ellington

Designation :

Non-Executive Director

 

 

KEY EXECUTIVES

 

Name :

Mr. Nimish Thakore

Designation :

President – Corporate Affairs and Company Secretary

Date of Birth/Age :

50 Years

Qualification :

F.C.A., A.C.S. B.Com (Hons)

Experience :

26 Years

Date of Appointment :

21.08.2007

 

 

Name :

Ms. Shubhangi Shinde

Designation :

Head Accounting and Internal Controls

 

 

Name :

Mr. Shyam Mahale

Designation :

President – Corporate Planning

 

 

Name :

Mr. Deendayal Khandelwal

Designation :

National Purchase Head (Agri/Non Agri)

 

 

Name :

Mr. Milind Kanade

Designation :

Business Head

 

 

Name :

Mr. Nimesh Shah

Designation :

Head Corporate QA and Food Safety Manager

 

 

MAJOR SHAREHOLDERS / SHAREHOLDING PATTERN

 

As on 31.03.2011

 

Category of Shareholders

 

No. of Shares

Percentage of Holding

(A) Shareholding of Promoter and Promoter Group

 

 

(1) Indian

 

 

Bodies Corporate

4,237,780

10.47

Sub Total

4,237,780

10.47

(2) Foreign

 

 

Total shareholding of Promoter and Promoter Group (A)

4,237,780

10.47

(B) Public Shareholding

 

 

(1) Institutions

 

 

Mutual Funds / UTI

1,800

-

Foreign Institutional Investors

40,000

0.10

Sub Total

41,800

0.10

(2) Non-Institutions

 

 

Bodies Corporate

14,148,245

34.97

Individuals

 

 

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

9,174,535

22.68

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

11,881,351

29.37

Any Others (Specify)

973,389

2.41

Non Resident Indians

526,751

1.30

Trusts

1,300

-

Hindu Undivided Families

300,528

0.74

Clearing Members

144,810

0.36

Sub Total

36,177,520

89.42

Total Public shareholding (B)

36,219,320

89.53

Total (A)+(B)

40,457,100

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)

40,457,100

-

 

 

 

BUSINESS DETAILS

 

Line of Business :

Dealing in Fresh and Frozen Foods.

 

 

Products :

Product Description

ITC Code

IQF Frozen Fruits

081190

IQF Frozen Vegetables

071080

Marine Food Products

0302

 

 

Brand Names :

v      “EVERFRESH”

v      “DELIKA”

v      “KAREN ANAND”

 

PRODUCTION STATUS (AS ON 31.03.2010)

 

Particulars

Unit

Licensed Capacity

Installed Capacity*

Actual Production**

Fresh and Frozen Foods

MT

70,000.00

70,000.00

199,580.37

 

 

 

 

 

 

* The installed capacity is as certified by the management.

** A part of the production is outsourced from other plants depending upon requirements.

 

GENERAL INFORMATION

 

Customers :

v      Taj SATS

v      Ambassador

v      Oberoi

v      Dinshaws

v      Metro

v      Shoprite

v      Big Apple

v      Spencers

v      Reliance Fresh

v      Spinach

v      Food Bazaar

 

 

No. of Employees :

165 (Approximately)

 

 

Bankers :

v      ICICI Bank Limited

v      Bank of Baroda

v      United Bank of India

v      HDFC Bank Limited

v      Punjab National Bank

 

 

Facilities :

Secured Loans

31.03.2010

Rs. In Millions

31.03.2009

Rs. In Millions

From Banks / Financial Institutions:

 

 

Short Term

 

 

Pre/Post Shipment Credit Facility

90.000

90.000

Working Capital Demand Loan

400.000

400.000

Working Capital Loan

749.045

0.000

Long Term

 

 

Term Loan

0.000

13.991

From Others:

 

 

Short Term

 

 

Inter Corporate Deposit

0.000

24.624

Factoring Facility

376.606

352.481

Margin Funding Facilities

0.000

126.790

Long Term

 

 

Vehicle Loans

[Amount due within one year: Rs.4.194 millions (P.Y. Rs.0.439 millions)]

19.286

1.990

Interest Accrued and Due:

 

 

From Banks / Financial Institutions

20.813

4.582

From others

0.000

3.875

Total

1655.750

1018.333

 

Notes:

 

Pre/Post Shipment Credit Facility and the Working Capital Demand Loan are secured by charge on the current assets of the company, both present and future, charge on the immovable and movable assets, present and future, and Corporate Guarantee by the Promoter Company (Venture Business Advisors Private Limited).

 

Working Capital Loan from Punjab National Bank is secured by first pari passu charge on current assets, present and future, charge on all movable fixed assets both present and future and Corporate Guarantee given by the Promoter.

 

Cash Credit facility from United Bank of India is secured by first charge on current assets, both present and future, charge on plant and machineries, both present and future and Corporate Guarantee given by the Promoter.

 

Overdraft facility from Yes Bank is secured by hypothecation of the Fixed Deposit Receipt.

 

Factoring Facility with SBI Global Factors Limited is secured by charge on fixed Assets, receivables, charge on immovable properties, pledge of the shares of the Company held by the Promoter and Corporate Guarantee given by the Promoter.

 

Margin Funding Facilities are secured by the pledge of the shares of the company which have been acquired by utilizing the facilities and, in certain cases, by the pledge of the shares of the Company held by the Promoter.

 

Vehicle loans from Tata Capital Limited and Reliance Capital Limited are secured by hypothecation of the specific vehicles.

 

Unsecured Loans

31.03.2010

Rs. In Millions

31.03.2009

Rs. In Millions

Short Term:

 

 

From Bank

 

 

Bills Discounting Facility

75.029

37.313

From Others

 

 

Inter Corporate Deposit and Others

39.988

31.250

Long Term:

 

 

From Others:

 

 

Interest Free Sales Tax Deferment Loan from Government

[Amount due within one year: Rs.0.059 million (P.Y. Rs.0.099 million)]

0.152

0.252

Total

115.169

68.815

 

 

 

Banking Relations :

--

 

 

Statutory Auditors :

 

Name :

Sharp and Tannan

Chartered Accountants

Address :

Ravindra Annex, 194, Churchgate Reclamation, Dinshaw Vachha Road, Mumbai - 400 020, Maharashtra, India

 

 

Internal Auditors :

 

Name :

R. G. Mehta and Company

Chartered Accountants

Address :

B-203, Suchita Enclave, Maharashtra Nagar, Borivali (W), Mumbai - 400 092, Maharashtra, India

 

 

Company under same Management :

v      Venture Business Advisors Private Limited

v      Delika Foods Private Limited

 

 

Wholly Owned Subsidiary Company :

v      Temptation Foods International Limited,

v      British Virgin Islands

 

 

Subsidiary Company :

v      Temptation Foods FZE, Sharjah, UAE.

 

 

CAPITAL STRUCTURE

 

As on 31.03.2010

 

Authorised Capital :

No. of Shares

Type

Value

Amount

75000000

Equity Shares

Rs.10/- each

Rs.750.000 millions

 

 

 

 

 

Issued, Subscribed & Paid-up Capital :

No. of Shares

Type

Value

Amount

25142100

Equity Shares

Rs.10/- each

Rs.251.421 millions

 

 

 

 

 


 

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

251.421

251.421

251.421

2] Reserves & Surplus

3030.212

2153.061

1575.574

3] Share / Convertible Warrants Application Money

0.000

146.000

204.562

4] (Accumulated Losses)

0.000

0.000

0.000

NETWORTH

3281.633

2550.482

2031.557

LOAN FUNDS

 

 

 

1] Secured Loans

1655.750

1018.333

2.383

2] Unsecured Loans

115.169

68.815

0.369

TOTAL BORROWING

1770.919

1087.148

2.752

DEFERRED TAX LIABILITIES

0.000

0.000

0.000

 

 

 

 

TOTAL

5052.552

3637.630

2034.309

 

 

 

 

APPLICATION OF FUNDS

 

 

 

 

 

 

 

FIXED ASSETS [Net Block]

1171.664

952.193

712.949

Capital work-in-progress

72.586

32.586

12.828

 

 

 

 

INVESTMENT

64.887

280.986

1.855

DEFERREX TAX ASSETS

60.796

42.633

1.356

 

 

 

 

CURRENT ASSETS, LOANS & ADVANCES

 

 

 

 

Inventories

711.211

600.661

330.172

 

Sundry Debtors

3749.562

2593.568

703.189

 

Cash & Bank Balances

88.249

14.188

12.881

 

Other Current Assets

0.000

0.000

0.000

 

Loans & Advances

318.435

345.603

610.480

Total Current Assets

4867.457

3554.020

1656.722

Less : CURRENT LIABILITIES & PROVISIONS

 

 

 

 

Sundry Creditors

883.902

1083.061

217.450

 

Other Current Liabilities

76.642

68.882

93.867

 

Provisions

224.294

72.845

40.084

Total Current Liabilities

1184.838

1224.788

351.401

Net Current Assets

3682.619

2329.232

1305.321

 

 

 

 

MISCELLANEOUS EXPENSES

0.000

0.000

0.000

 

 

 

 

TOTAL

5052.552

3637.630

2034.309

 


PROFIT & LOSS ACCOUNT

 

 

PARTICULARS

31.03.2010

31.03.2009

31.03.2008

 

SALES

 

 

 

 

 

Income

12766.479

8700.741

3280.477

 

 

Other Income

21.535

19.066

14.304

 

 

TOTAL                                     (A)

12788.014

8719.807

3294.781

 

 

 

 

 

Less

EXPENSES

 

 

 

 

 

Manufacturing Expenses

11400.979

7849.549

3028.461

 

 

Decrease / (Increase) in Finished Goods

(119.560)

(261.238)

(184.018)

 

 

Administrative Expenses

244.144

247.914

87.233

 

 

Selling and Distribution Expenses

67.269

117.195

43.112

 

 

Extraordinary Item

119.589

25.191

0.000

 

 

TOTAL                                     (B)

11712.421

7978.611

2974.788

 

 

 

 

 

Less

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

1075.593

741.196

319.993

 

 

 

 

 

Less

INTEREST & FINANCIAL EXPENSES                 (D)

211.088

109.865

0.468

 

 

 

 

 

 

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

864.505

631.331

319.525

 

 

 

 

 

Less/ Add

DEPRECIATION/ AMORTISATION                     (F)

113.261

81.336

45.927

 

 

 

 

 

 

PROFIT BEFORE TAX (E-F)                               (G)

751.244

549.995

273.598

 

 

 

 

 

Less

TAX                                                                  (H)

121.794

23.039

35.542

 

 

 

 

 

 

PROFIT AFTER TAX (G-H)                                (I)

629.450

526.956

238.056

 

 

 

 

 

Add

PREVIOUS YEARS’ BALANCE BROUGHT FORWARD

681.496

172.174

(65.882)

 

 

 

 

 

Less

APPROPRIATIONS

 

 

 

 

 

Interim Dividend

--

15.070

--

 

 

Proposed Final Dividend

18.856

--

--

 

 

Dividend Distribution Tax

3.205

2.564

--

 

BALANCE CARRIED TO THE B/S

1288.885

681.496

172.174

 

 

 

 

 

 

EARNINGS IN FOREIGN CURRENCY

 

 

 

 

 

Export of Fresh & Frozen Foods (FOB basis)

4.565

350.862

305.117

 

TOTAL EARNINGS

4.565

350.862

305.117

 

 

 

 

 

 

Earnings Per Share (Rs.)

 

 

 

 

- Basic

25.04

20.96

11.42

 

- Diluted

25.04

20.94

11.27

 

QUARTERLY RESULTS

 

PARTICULARS

 

30.06.2010

30.09.2010

31.12.2010

Type

1st Quarter

2nd Quarter

3rd Quarter

Net Sales

3555.820

3495.020

2551.540

Total Expenditure

3217.530

3163.680

2366.670

PBIDT (Excl OI)

338.290

331.340

184.870

Other Income

0.050

0.090

0.150

Operating Profit

338.350

331.430

185.010

Interest

63.660

65.170

48.640

Exceptional Items

0.000

0.000

0.000

PBDT

274.690

266.260

136.370

Depreciation

36.320

38.690

41.580

Profit Before Tax

238.370

227.560

94.790

Tax

47.510

45.360

16.030

Provisions and contingencies

0.000

0.000

0.000

Profit After Tax

190.860

182.200

78.770

Extraordinary Items

0.000

0.000

0.000

Prior Period Expenses

0.000

0.000

0.000

Other Adjustments

0.000

0.000

0.000

Net Profit

190.860

182.200

78.770

 

KEY RATIOS

 

PARTICULARS

 

 

31.03.2010

31.03.2009

31.03.2008

PAT / Total Income

(%)

4.92

6.04

7.23

 

 

 

 

 

Net Profit Margin

(PBT/Sales)

(%)

5.88

6.32

8.34

 

 

 

 

 

Return on Total Assets

(PBT/Total Assets}

(%)

12.44

12.21

11.55

 

 

 

 

 

Return on Investment (ROI)

(PBT/Networth)

 

0.23

0.22

0.13

 

 

 

 

 

Debt Equity Ratio

(Total Liability/Networth)

 

0.90

0.91

0.17

 

 

 

 

 

Current Ratio

(Current Asset/Current Liability)

 

4.11

2.90

4.71

 


 

LOCAL AGENCY FURTHER INFORMATION

 

Details of Sundry Creditors:

 

Particulars

 

31.03.2010

(Rs. in millions)

31.03.2009

(Rs. in millions)

31.03.2008

(Rs. in millions)

Sundry Creditors:

 

 

 

Due to Micro and Small enterprises

--

--

--

Due to Others

883.902

1083.061

217.450

 

883.902

1083.061

217.450

 

Mr. Vinit Kumar

Chairman and Managing Director

 

Mr. Vinit Kumar is the Chairman and Managing Director of subject. He represents the promoters - Mumbai based Indigo Group of Companies.

 

Mr. Vinit Kumar, BE (Electronics and Communication) and MBA, is a first generation technocrat entrepreneur, with over 22 years of experience of Business and Industry. He has been at the forefront in the development of the Frozen Fruits and Vegetables segment in the Indian food processing industry. He is the driving force behind subject’s growth in recent years and all new business initiatives.

 

Dr. (Ms.) Kala Pant

Non-Executive Director

 

Dr (Ms) Kala Pant, BSc, PhD in Banking and Transport, has rich and vast experience in the Banking Industry. She has been a member of the Boards of several Banks in India and is Consultant/Advisor to the banking sector. She has authored several papers on research projects in Banking, Shipping, Ports and Infrastructure.

 

Ms. Elizabeth Harrington

Non-Executive Director

 

Ms Elizabeth Harrington, AB (Cornell); is CEO of Harrington Global and an international management consultant well known for achieving rapid growth, increasing profits and competitive advantage through innovative strategies. She is a board member of the Chicago Mercantile Exchange and has been Board member of American Advertising Federation, Better Business Bureau, Metropolitan Family Services of Chicago, Cornell University President’s Council and Mayor of Chicago’s Shanghai Sister Cities Commission. She has published several papers on China and Global business strategy.

 

Mr. E. David Ellington

Non-Executive Director

 

Mr. E David Ellington, BA (History), MA (Comparative Politics), JD (Law) is an expert in Fund Management and international corporate and tax law. He is currently Managing Director of Emory Capital Group LLC, a international advisory firm, headquartered in the USA, with extensive international experience in western Europe and Middle East and the Far East.

 

Ms. B. Goswami

Non-Executive Director

 

Ms Bhairavi Goswami, BA, is a renowned expert in media, marketing and advertising.

 

Dr. S. Kaushik

Non-Executive Director

 

Dr. Sanjay Kaushik, a veteran in international trade, holds a masters and a PhD in management. He is the latest addition to subject’s Board. He heads an international trading organization, with a focus on food, energy conservation, infrastructure and IT. He has won many international laurels for his outstanding contributions in the chosen fields. He has authored several books, including one on a former Prime Minister of India.

 

Operations

 

During the year, the Company has shown sterling performance in as much as the sales turnover has increased from Rs.8700.740 millions in 2008-09 to Rs.12766.480 millions in 2009-10, representing an increase of about 46.73% and the profit after tax has gone up from Rs.526.950 millions to Rs.629.450 millions representing an increase of about 19.45%.

 

Business Prospects

 

In spite of recessionary trends, the Company has achieved a robust growth in sales and margins were safeguarded by initiating backward integration and enhancing production capacities thereby increasing scale of production and controlling the processing costs.

 

The production of all processes food products were brought under one roof at its Jejuri Plant from the outsourced units, so as to have better control over quality.

 

Good monsoon coupled with global recovery augurs well for the business and the Company has ambitious plans in the coming year, with emphasis on expansion by introducing several new variants in all the product segments- sauces, conserves, mayonnaise to cater to the mass market and to re launch the existing product range in attractive packs to consolidate the premium image in the niche market.

 

Temptation Foods Fze (‘Fze’)

 

The company has incorporated a company by the name of Temptation Foods FZE (‘FZE’), limited by shares, in the Sharjah Airport Free Trade Zone, of which it is likely to hold 51% of the equity share capital.

 

Temptation Foods FZE (‘FZE’), is intended to be used as a special purpose vehicle for acquisitions of business overseas and /or for raising of funds overseas.

 

Temptation Foods International Limited

 

The Company had incorporated Temptation Foods International Limited (TFIL), in the British Virgin Islands (BVI). The Company currently envisages that the purpose for which TFIL is formed may not materialize now and hence Company did not pay BVI Annual License Fees. As the said fees are not paid, the above said Company has been stuck off from the BVI Government Register and hence it is not a subsidiary of the company. As per BVI laws, company can be restored at anytime up to ten years after the strike off date by paying prescribed fees. As and when required the Company will restore the name of above said company.

 

Disinvestment in the Shares of Kohinoor Foods Limited (KFL)

 

Keeping in view the declining market price of equity shares of KFL, the Company decided to disinvest/sell the shares of KFL, in order to prevent further loss to the Company. By selling the said equity shares of KFL, the company suffered a loss of Rs.119.589 millions. The Directors of the Company had visualized an appreciation in price and consequential profits, but due to adverse market scenario, the same did not materialize.

 

MANAGEMENT DISCUSSION AND ANALYSIS

 

Subject’s business consists of frozen food and processed food. The Company processes and individually quick freezes fruits, vegetables and marine food.

 

Subject’s other products are conserves, jams, marmalade, sauces, mayonnaise, salad dressings and honey.

 

During the year, the Company has also forayed into the agri-infrastructure industry, initially with a major stake a Mega Food Park, in one of the largest fruit and vegetable producing states in the Country.

 

THE INDIAN FOOD PROCESSING INDUSTRY

 

The food processing industry is one of the largest in India. Highly fragmented, most of the sectoral revenue comes from the unorganized sector. The small organised sector is growing at a fast pace. The sub-segments of the food processing sector are fruits and vegetables, milk and milk products, beer and alcoholic beverages, meat and poultry, marine products, grain processing, packaged or convenience food and packaged drinks. The subsegments in which subject is present are fruits and vegetables, marine products and packaged or convenience foods.

 

The largest component of household consumption expenditure is food and food products. India’s current food consumption is estimated to be at Rs.8600000.000 millions. Processed food accounts for Rs.4600000.000 millions and primary processed food (includes packed fruits and vegetables, packed milk etc) accounts for Rs.2800000.000 millions. During the last five years, food processing has reduced the food wastage by Rs.80000.000 millions and the current level of food wastage is Rs.500000.000 millions annually.

 

India’s fast food market is growing at 30-35% every year (source: Indian Fast Food Market Analysis by RNCOS). The food processing industry grew from 6% in 2009 to around 14.9% in 2010 (source: www.ibef.org). It is expected that the processed food sector will grow to over Rs. 13.50 trillion by 2015 from Rs. 8.2 trillion in 2009-10. The retail food sector is expected to grow to US$150 billion by 2025 (source: McKinsey Research). India’s total food production is likely to double in the next 10 years, leveraging an opportunity for large investments in food and food processing technologies, especially in areas of canning, dairy and food processing, specialty processing, packaging, frozen food or refrigeration and thermo processing. FDI in the food processing sector is expected to reach Rs.12000.000 millions in 2010-11. Besides, by 2020, the Indian food processing sector would touch US$318 billion.

 

India ranks fifth in terms of food production, food consumption, food export and expected growth. The industry size is significant and it is growing at a rapid pace. But the share of the processing industry is relatively low with only about 1.3% of the fruits and vegetables produced going through secondary processing, compared to over 80% in the USA. In India, the low levels of food processing are due to poor storage infrastructure and poor marketing and distribution network.

 

India is the second largest vegetable producer and third largest fruit producer globally. The country is the world’s largest producer of mangos and bananas. It is among the world’s top five producers for several other fruits and vegetables like onions, cauliflowers, pineapples and oranges, among others. India produces 41% of the world's mangoes, 30% of cauliflowers, 28% of tea, 23% of cashews, 36% of green peas and 10% of onions.

 

However, the scenario is rapidly changing, nationally and internationally. In the domestic market, with growing urbanization, burgeoning middle class, rising income, emergence of organized retailing, the consumer mindset and preferences are evolving towards value-added, packaged and branded products. The international scenario for processed and packaged fruits and vegetables is also undergoing a remarkable shift. India’s capability to produce international quality products is turning international demand to India. As per Food Processing Industries Minister, Subodh Kant Sahai, the food processing industry requires a minimum Rs.10000.000 millions investment to strengthen infrastructure. The sector has been granted Rs.4000.000 millions in Budget 2010-11, up from Rs.2800.000 millions allocated last year. The sector has the potential to provide employment or business opportunities to people across the social pyramid. During the last financial year, this sector attracted around Rs.7000.000 millions FDI.

 

Domestic and international demand for processed foods, especially frozen foods, is increasing exponentially. Over the years, the domestic frozen F and V grew around 10-12% annually, which is expected to gain further momentum when modern retail chains penetrate the Tier II and Tier III cities.

 

THE MARINE FOOD INDUSTRY

 

India currently accounts for a small share of the global market in the marine food segment. It exports only about 6 lac tons of marine food, which is valued at about US$2 billion. India’s 8,000 km coast line, 28000 km of rivers and millions of hectares of reservoirs and brackish water, along with an economic zone of around 75 km, contributes to the marine food segment. The government has aggressive targets to increase the exports of marine foods to over US$5 billion in three years.

 

BUSINESS OVERVIEW

 

Competitive Strengths of subject

 

v      Subject enjoys a locational advantage as all plants are located near the raw material sources. The raw materials are sourced from North and West regions. Subject has a plant in North India at Sonepat and in West India at Jejuri

 

v      Strong brand equity and a wide products variety

 

v      Wide geographic coverage with international presence

 

v      Use of modern technologies and processes

 

v      Strategic relationships with customers, suppliers and supply chain vendors

 

v      Professionally managed and experienced management team

 

PERFORMANCE REVIEW OF SUBJECT DURING 2009-10

 

The Company continued to achieve record growths in all business segments, for the fourth year in a row, with production, procurement and sales volumes and values recording substantial jumps.

 

FROZEN FRUITS AND VEGETABLES

 

The Company continued its position as the largest player in the domestic frozen fruits and vegetables business in the country, with a Rs.8479.450 millions sales turnover.

 

Since its acquisition of the Everfresh Brand, subject has religiously increased the product range to include several new frozen fruits and vegetables. Subject has scaled up operations manifold, including outsourcing of productions to units in raw material producing areas. While green peas and sweet corn continue to constitute a bulk of this business, other products are also gradually gaining popularity. The Company expects to be able to continue to grow this business segment, in terms of gross revenue and net revenue.

 

PROCESSED FOODS BUSINESS

 

The Company bought the business of Karen Anand’s Gourmet Kitchen late last year, including the Karen Anand brand, covering a wide range of conserves, jams, sauces, mayonnaise and dressings.

 

The brand, known for high end, quality products, has been positioned to cater to the premium segment in the processed food market.

 

During the year, the Company introduced an economy range of jams, sauces and other products under the Everfresh brand to cater to the mass market. It has also introduced packaged honey under this brand in select markets, which received encouraging response.

 

The Company expects the processed food business to grow significantly in the coming years, as the sales and distribution synergies between Karen Anand and Everfresh come into play and with the proposed addition of new and more value-added products to the range.

 

On the whole, during the current year, the Company increased its total income to Rs.12788.020 millions from Rs.8719.810 millions in 2008-09, registering a 47% year-on-year growth. Its PBIDT surged to Rs.1075.590 millions from Rs.741.200 millions in 2008-09, registering a 45.11% year-on-year growth. The Company’s PAT jumped to Rs.629.450 millions from Rs.526.950 millions in 2008-09, registering a 19.45% year-on-year growth.

 

NEW INITIATIVES

 

As a part of the Company’s philosophy of growth in related areas, the Company has decided to complement its strong capabilities in the Food Processing Sector, by creating an equally strong capability in the backward linkages for the Food processing sector i.e. the post harvest agri infrastructure sector.

 

Under this initiative, the Company has acquired a major stake in a Food Park being established at Jangipur in West Bengal in one of the highest fruit and vegetable producing regions in the country - the highly fertile Gangetic plains. The Park is being set up in under Ministry of Food Processing’ Scheme for Mega Food Parks and involves a grant of Rs 50 cr. The Food Park is being set up, based on a ‘Hub and Spoke’ Model, involving the creation of an elaborate and well laid out arrangement covering procurement, cleaning, sorting, grading, packing of raw materials from the surrounding regions, to ensure continuous, consistent and quality supplies of raw materials to the processing units coming up in the Park.

 

The Company is in advanced stages of acquisition of similar stakes in more Food Parks and Modern Terminal Markets for fruits and Vegetables.

 

The initiative is intended to equip the Company with strong capabilities and flexibility to capture value, across the value chain. The Company expects to leverage further on this capability for further forays in this business.

 

CONTINGENT LIABILITIES: (As on 31.03.2010)

 

a) Claims against the Company not acknowledged as debts: Rs.1.073 millions.

 

b) Counter guarantees given to a bank on account of guarantees given by them to Value Added Tax authorities: Rs.2.884 millions.

 

c) Estimated amount of contracts remaining to be executed on capital account and not provided for (net of advances) Rs.60.000 millions.

 

FIXED ASSETS:

 

Owned Assets

Tangible Assets:

v      Freehold Land

v      Factory Building

v      Plant and Machinery

v      Office Equipments

v      Computers

v      Furniture and Fixture

Intangible Assets:

v      Computer Software

v      Brand and Trademarks

Leased Assets:

v      Leasehold Land

v      Vehicles

 

 


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.44.77

UK Pound

1

Rs.73.45

Euro

1

Rs.64.55

 


 

SCORE & RATING EXPLANATIONS

 

SCORE FACTORS

 

RANGE

POINTS

HISTORY

1~10

6

PAID-UP CAPITAL

1~10

5

OPERATING SCALE

1~10

6

FINANCIAL CONDITION

 

 

--BUSINESS SCALE

1~10

6

--PROFITABILIRY

1~10

5

--LIQUIDITY

1~10

6

--LEVERAGE

1~10

6

--RESERVES

1~10

6

--CREDIT LINES

1~10

5

--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

 

51

 

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.