MIRA INFORM REPORT

 

 

Report Date :

07.03.2011

 

IDENTIFICATION DETAILS

 

Name :

VARUN INDUSTRIES LIMITED (w.e.f. April, 2005)

 

 

Formerly Known As :

VARUN CONTINENTAL LIMITED

 

 

Registered Office :

13, Shankheshwar Darshan Co-Operative Society Limited, A. G. Pawar Cross Lane, Byculla (East), Mumbai – 400 027, Maharashtra

 

 

Country :

India

 

 

Financials (as on) :

31.03.2010

 

 

Date of Incorporation :

08.03.1996

 

 

Com. Reg. No.:

11-097945

 

 

CIN No.:

[Company Identification No.]

L28990MH1996PLC097945

 

 

TAN No.:

[Tax Deduction & Collection Account No.]

MUMV05062B

 

 

PAN No.:

[Permanent Account No.]

AAACV3069F

 

 

Legal Form :

A Public Limited Liability Company. The company’s shares are listed on stock exchange.

 

 

Line of Business :

Manufacturer of Stainless Steel, House-ware, Steel-ware Products, Lifestyle Products.

 

 

RATING & COMMENTS

 

MIRA’s Rating :

A (59)

 

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 16501000

 

 

Status :

Good

 

 

Payment Behaviour :

Regular

 

 

Litigation :

Clear

 

 

Comments :

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

 

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

 

NOTES :

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

 

 

ECGC Country Risk Classification List – April 1, 2010

 

Country Name

Previous Rating

(31.12.2009)

Current Rating

(01.04.2010)

India

A1

A1

 

Risk Category

ECGC Classification

Insignificant

 

A1

Low

 

A2

Moderate

 

B1

High

 

B2

Very High

 

C1

Restricted

 

C2

Off-credit

 

D

 

 

INFORMATION PARTED BY

 

Name :

Mr. Kailash S. Agarwal

Designation :

Director

Contact No.:

91-9819909977

Date :

25.02.2011

 

 

LOCATIONS

 

Registered/ Corporate Office :

13, Shankheshwar Darshan Co-Operative Society Limited, A.G. Pawar Cross Lane, Byculla (East), Mumbai – 400 027, Maharashtra, India 

Tel. No.:

91-22-23727400

Mobile No.:

91-9819909977 (Mr. Kailash Agarwal)

Fax No.:

91-22-23748686

E-Mail :

vil@varun.com

investor_relation@varun.com

Website :

http://www.varun.com

Area :

3500 sq ft (Approximately)

Location :

Owned

 

 

Factory 1 :

Houseware Manufacturing Plant, Vasai

S. No. 14/3, Village Waliv, Vasai – Vajreshwari Road, Taluka Vasai, Vasai (East), District Thane – 401 208, Maharashtra, India

Tel. No.:

91-250-2451782/ 2453432

Fax No.:

91-250-2451781/ 2453434

 

 

Factory 2 :

Stainless Steel Sheet Re-rolling Mill, Jodhpur

E-371, Marudhar Industrial Estate, Phase II, Basni, Jodhpur – 342 005, Rajasthan, India 

Tel. No.:

91-291-2746622/ 33

Fax No.:

91-291-2746644

 

 

Wind Power Sites :

  • Village Soda Mada, Jaisalmer, Rajasthan, India
  • Village Hansuwa Gorera, Jaisalmer, Rajasthan, India
  • Village Jaisalmer, District Jaisalmer, Rajasthan, India

 

 

Bangalore Office :

34, Royal Park Apartments, Flat No.12, Park Street, Behind Ramada Hotel (previously Harsha), Tasker Town, Bangalore 560 001

 

 

DIRECTORS

 

As on 31.03.2010

 

Name :

Mr. Kiran N. Mehta                    

Designation :

Founder, Chairman and Managing Director

Qualification :

B.Com

 

 

Name :

Mr. Kailash S. Agarwal

Designation :

Co - Founder and Managing Director

Qualification :

B.Com

 

 

Name :

Mr. Varun K. Mehta                   

Designation :

Whole Time Director

Qualification :

Post Graduate

 

 

Name :

Mr. S. Rajagopal                       

Designation :

Director

 

 

Name :

Mr. S.K. Srivastav                     

Designation :

Director            

 

 

Name :

Mr. K.L. Gopalakrishna              

Designation :

Director

 

 

Audit Committee :

 

Mr. S. Rajagopal, Chairman

Mr. D. K. Mukhopadhyay

Mr. S. K. Srivastav

Mr. K.L. Gopalakrishna

Mr. Kiran N. Mehta

 

 

Shareholders’/Investors’ Grievances Committee :

Mr. S. K. Srivastav, Chairman

Mr. S. Rajagopal

Mr. D. K. Mukhopadhyay

 

 

Remuneration Committee :

Mr. D. K. Mukhopadhyay, Chairman

Mr. S. Rajagopal

Mr. S. K. Srivastav

 

 

Committee of Directors :

Mr. Kiran N. Mehta, Chairman

Mr. Kailash S. Agarwal

 

 

KEY EXECUTIVES

 

Name :

Mr. Kiran N. Bade

Designation :

Vice President (Legal) and Company Secretary

 

 

Name :

Mr. Rathnakar Hegde

Designation :

Group Advisor

 

 

Name :

Mr. Mayur Doshi

Designation :

Chief Financial Officer

 

 

Name :

Mr. Rodney Semotiuk

Designation :

Chief Executive Officer (Global Operations)

 

 

MAJOR SHAREHOLDERS / SHAREHOLDING PATTERN

 

As on 21.02.2011

Category of Shareholder

 

 

No. of Shares

(A) Shareholding of Promoter and Promoter Group

 

 

(1) Indian

 

 

Individuals / Hindu Undivided Family

18,920,569

64.99

Sub Total

18,920,569

64.99

(2) Foreign

 

 

Total shareholding of Promoter and Promoter Group (A)

18,920,569

64.99

(B) Public Shareholding

 

 

(1) Institutions

 

 

Financial Institutions / Banks

179,500

0.62

Foreign Institutional Investors

660,000

2.27

Sub Total

839,500

2.88

(2) Non-Institutions

 

 

Bodies Corporate

5,644,570

19.39

Individuals

 

 

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

1,634,823

5.62

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

1,879,112

6.45

Any Others (Specify)

195,371

0.67

Clearing Members

149,918

0.51

Non Resident Indians

45,353

0.16

Trusts

100

-

Sub Total

9,353,876

32.13

Total Public shareholding (B)

10,193,376

35.01

Total (A)+(B)

29,113,945

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)

29,113,945

-

 

 

BUSINESS DETAILS

 

Line of Business :

Manufacturer of Stainless Steel, House-ware, Steel-ware Products, Lifestyle Products.

 

 

Products :

Item Code No. (ITC Code)

732290.02

Product Description

Stainless Steel Utensils

Item Code No. (ITC Code)

710239

Product Description

Cut and Polished Diamonds

Item Code No. (ITC Code)

N.A.

Product Description

Rig Hiring Charges and Wind Power Energy

 

 

Terms :

 

Selling :

Cash and Credit (30/ 60/ 90 days)

 

 

Purchasing :

Cash and Credit (30/ 60/ 90 days)

 

 

GENERAL INFORMATION

 

Customers :

End Users and OEM’s

 

 

No. of Employees :

192 (Approximately)

 

 

Bankers :

  • Indian Bank
  • UCO Bank
  • Syndicate Bank
  • Central Bank of India
  • State Bank of Travancore
  • State Bank of India
  • United Bank of India
  • Bank of India

 

 

Facilities :

Secured Loans

31.03.2010

Rs. In Millions

31.03.2009

Rs. In Millions

Term Loan

476.402

700.457

Export Packing Credit

1138.951

1254.954

FDBP/FDUBP

4438.302

3165.369

Cash Credit / ODBD

753.082

648.603

Short Term Loan

564.891

127.214

Vehicle Loan

46.880

48.074

Total

7418.508

5944.671

 

Notes:

i) Term Loan from bank for Vasai Plant is secured by way of first charge on Equitable Mortgage of Land and Building, Hypothecation of Plant and Machinery purchased and to be purchased by availing such term loan and personal guarantees of Shri Kiran N. Mehta and Shri Kailash S. Agarwal. The Term Loan is further secured by second Pari Passu charge on the current assets of the Company.

ii) Term Loan from bank for Jodhpur Plant is secured by way of first charge on Equitable Mortgage of Land and Building, Hypothecation of Plant and Machinery purchased and to be purchased by availing such term loan and personal guarantees of Shri Kiran N. Mehta and Shri Kailash S. Agarwal. The Term Loan is further secured by second Pari Passu charge on the current assets of the Jodhpur plant of the Company.

iii) Term Loans from bank for Wind Power Projects are secured by way of exclusive charge on the Fixed Assets of the Wind Power Project, Fixed Deposits under lien with bank and personal guarantees of Shri Kiran N. Mehta and Shri Kailash S. Agarwal.

iv) Term Loans from bank for Oil Rig is secured by way of exclusive charge on the Fixed Assets of the Oil Rig and personal guarantees of Shri Kiran N. Mehta and Shri Kailash S. Agarwal.

v) Export Packing Credit and FDBP Credit Limits are secured by first charge/hypothecation of Stock/inventory, receivables including export receivables and advances to suppliers of the Company as well as on immovable properties (shops and flats) owned by its directors and Fixed Deposits under lien with bank and second Pari Passu charge on Land and Building, Plant and Machinery of Vasai Plant and Jodhpur Plant and personal guarantees of Shri Kiran N. Mehta and Shri Kailash S. Agarwal.

vi) Cash Credit Limit of the Company is secured by first charge/hypothecation of Stock/inventory, receivables including export receivables and advances to suppliers of the Company as well as on immovable properties (shops and flats) owned by its directors and Fixed Deposits under lien with bank and second Pari Passu charge on Land and Building, Plant and Machinery of Vasai Plant and Jodhpur Plant and personal guarantees of Shri Kiran N. Mehta and Shri Kailash S. Agarwal.

vii) Vehicle Loans are secured by way of hypothecation of the respective vehicles.

viii) Short Term Loan is secured by first charge on the current assets and second charge on the fixed assets of plant at Vasai and Jodhpur and personal guarantees of Shri Kiran N. Mehta and Shri Kailash S. Agarwal.

 

 

 

Banking Relations :

--

 

 

Auditors :

 

Name :

Chunnilal and Company

Chartered Accountants

Address :

Mumbai

 

 

Subsidiaries :

  • Shri Sai Jewels Private Limited
  • Varun Jewels Private Limited
  • Varun Petroleum Corporation Private Limited
  • Varun Minerals Corporation Private Limited
  • Varun Holdings Limited, Mauritius
  • Varun Mines and Minerals Limited, Mauritius
  • Varun Petroleum Limited, Mauritius

 

 

Enterprises over which Key Managerial person have significant influence :

  • K.K. Enterprises
  • Varun Earthtech Limited
  • Varun Real Estate (India) Private Limited
  • Varun Capital Market Advisory Private Limited
  • Saishree Mines and Minerals India Private Limited
  • Varun Incorporation Limited, China
  • Varun Incorporation Limited, Hong Kong
  • Varun Petroleum SARL, Madagascar
  • Varun Agriculture SARL, Madagascar
  • Varun International SARL, Madagascar
  • Varun Global Agriculture SARL, Madagascar
  • Madagascar Energy Corporation, Madagascar
  • Madagascar Agriculture Corp. SARL, Madagascar

 

 

CAPITAL STRUCTURE

 

As on 31.03.2010

 

Authorised Capital :

No. of Shares

Type

Value

Amount

30000000

Equity Shares

Rs.10/- each

Rs.300.000 millions

 

 

 

 

 

Issued, Subscribed & Paid-up Capital :

No. of Shares

Type

Value

Amount

22113945

Equity Shares

Rs.10/- each

Rs.221.139 millions

 

 

 

 

 

Of the above:

(1) 15,96,100 Equity shares have been issued as fully paid up for consideration other than cash

(2) 1,14,73,700 Equity shares have been issued as fully paid up Bonus Shares by capitalisation of General Reserve

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

221.139

221.139

221.139

2] Equity Share Warrants

75.600

0.000

0.000

3] Reserves & Surplus

3828.494

3577.896

3555.837

4] (Accumulated Losses)

0.000

0.000

0.000

NETWORTH

4125.233

3799.035

3776.976

LOAN FUNDS

 

 

 

1] Secured Loans

7418.508

5944.671

4196.406

2] Unsecured Loans

881.298

776.587

329.688

TOTAL BORROWING

8299.806

6721.258

4526.094

DEFERRED TAX LIABILITIES

96.584

97.019

97.818

 

 

 

 

TOTAL

12521.623

10617.312

8400.888

 

 

 

 

APPLICATION OF FUNDS

 

 

 

 

 

 

 

FIXED ASSETS [Net Block]

3853.381

3150.599

3131.569

Capital work-in-progress

33.998

493.189

110.705

 

 

 

 

INVESTMENT

74.264

73.225

105.787

DEFERREX TAX ASSETS

0.000

0.000

0.000

 

 

 

 

CURRENT ASSETS, LOANS & ADVANCES

 

 

 

 

Inventories

999.275

1012.683

1053.823

 

Sundry Debtors

6819.271

4480.534

2759.607

 

Cash & Bank Balances

609.239

536.284

544.358

 

Other Current Assets

99.964

111.639

203.124

 

Loans & Advances

1533.711

1063.999

967.016

Total Current Assets

10061.460

7205.139

5527.928

Less : CURRENT LIABILITIES & PROVISIONS

 

 

 

 

Sundry Creditors

1435.642

258.266

422.828

 

Other Current Liabilities

53.381

42.544

48.212

 

Provisions

12.457

4.030

4.061

Total Current Liabilities

1501.480

304.840

475.101

Net Current Assets

8559.980

6900.299

5052.827

 

 

 

 

MISCELLANEOUS EXPENSES

0.000

0.000

0.000

 

 

 

 

TOTAL

12521.623

10617.312

8400.888

 


PROFIT & LOSS ACCOUNT

 

 

PARTICULARS

31.03.2010

31.03.2009

31.03.2008

 

SALES

 

 

 

 

 

Income from Operations

15594.300

12204.286

8895.948

 

 

Other Income

(182.580)

(271.585)

77.777

 

 

TOTAL                                     (A)

15411.720

11932.701

8973.725

 

 

 

 

 

Less

EXPENSES

 

 

 

 

 

Cost of Good Sold

13650.801

10569.442

7873.171

 

 

Personnel Cost

134.179

105.720

83.685

 

 

Administrative & Other Expenses

165.220

161.867

111.575

 

 

Selling & Distribution Expenses

110.151

233.415

136.511

 

 

TOTAL                                     (B)

14060.351

11070.444

8204.942

 

 

 

 

 

Less

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

1351.369

862.257

768.783

 

 

 

 

 

Less

INTEREST & FINANCIAL EXPENSES                 (D)

808.561

551.102

361.800

 

 

 

 

 

 

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

542.808

311.155

406.983

 

 

 

 

 

Less/ Add

DEPRECIATION/ AMORTISATION                     (F)

184.480

110.488

75.095

 

 

 

 

 

 

PROFIT BEFORE TAX (E-F)                               (G)

358.328

200.667

331.888

 

 

 

 

 

Less

TAX                                                                  (H)

120.155

72.472

118.143

 

 

 

 

 

 

PROFIT AFTER TAX (G-H)                                (I)

238.173

128.195

213.745

 

 

 

 

 

Add

PREVIOUS YEARS’ BALANCE BROUGHT FORWARD

457.737

483.609

201.851

 

 

 

 

 

Less

APPROPRIATIONS

 

 

 

 

 

Proposed Dividend

33.171

22.114

33.170

 

 

Provision for Tax on Dividend

5.509

3.758

5.637

 

 

Transfer to General Reserve

11.909

--

21.375

 

BALANCE CARRIED TO THE B/S

645.321

457.737

355.414

 

 

 

 

 

 

Earnings Per Share (Rs.)

10.77

5.80

12.99

 

QUARTERLY RESULTS

 

PARTICULARS

 

30.06.2010

30.09.2010

31.12.2010

Type

1st Quarter

2nd Quarter

3rd Quarter

Net Sales

4045.900

8858.210

7544.320

Total Expenditure

3689.730

8403.700

7251.840

PBIDT (Excl OI)

356.170

454.510

292.480

Other Income

32.250

14.220

48.950

Operating Profit

388.420

468.730

341.440

Interest

179.100

251.340

206.690

Exceptional Items

0.000

0.000

0.000

PBDT

209.320

217.390

134.750

Depreciation

45.990

46.690

47.920

Profit Before Tax

163.330

170.700

86.830

Tax

47.250

46.760

42.840

Provisions and contingencies

0.000

0.000

0.000

Profit After Tax

116.080

123.940

43.990

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

116.080

123.940

43.990

 

KEY RATIOS

 

PARTICULARS

 

 

31.03.2010

31.03.2009

31.03.2008

PAT / Total Income

(%)

1.55

1.07

2.38

 

 

 

 

 

Net Profit Margin

(PBT/Sales)

(%)

2.30

1.64

3.73

 

 

 

 

 

Return on Total Assets

(PBT/Total Assets}

(%)

2.58

1.94

3.83

 

 

 

 

 

Return on Investment (ROI)

(PBT/Networth)

 

0.09

0.05

0.09

 

 

 

 

 

Debt Equity Ratio

(Total Liability/Networth)

 

2.38

1.85

1.32

 

 

 

 

 

Current Ratio

(Current Asset/Current Liability)

 

6.70

23.64

11.64

 

 

 

LOCAL AGENCY FURTHER INFORMATION

 

PERFORMANCE REVIEW

 

A global slow down was witnessed by the world economy during the last two years; however, India has emerged relatively unscathed from the global financial crisis. The country recorded a healthy GDP growth rate of 7.2%. Several macro economic indicators revived especially during the second half of the financial year. The manufacturing industry grew at 8.9% during the year.

 

In spite of the volatile financial and currency markets, the Company achieved a better performance. Markets improved slowly, but reduction in export incentives had an adverse impact on export realization. Efforts were made to contain costs, as a result of which, the Company recorded higher operative profit. It has also undertaken diversification programmes which will bring about overall growth in its business and profitability.

 

With a better monsoon in the offing, the per capita income is likely to grow, which will have a positive impact on the business environment.

 

During the year, the Company recorded an income of Rs.15411.700 millions, as against Rs.11932.700 millions in the previous year, representing an increase of 29%. The profit before tax was higher by 79% at Rs.358.300 millions as against Rs.200.700 millions for the previous year. The profit after tax at Rs.238.200 millions was higher by 86% as against Rs.128.200 millions for the previous year.

 

FINANCIAL RESOURCES

 

Convertible Equity Warrants

On 27th August 2009, the Board of Directors allotted 70,00,000 warrants convertible into equal number of equity shares at a price of Rs. 43.20 per warrant. The details of the said allotment are as under:

 

S. No.

Names of warrant allottees

No. of warrants

Amount paid per warrant on application (@25% of

Rs. 43.20 per warrant)

1.

Shri Kiran N. Mehta

41,40,803

Rs.44.721 millions

2.

Shri Kailash S. Agarwal

28,59,197

Rs.30.879 millions

 

TOTAL

70,00,000

Rs.75.600 millions

 

The said warrants can be converted into equal number of equity shares within 18 months from the date of allotment. If the option to convert the warrants into equity shares is not so exercised, the money paid on application shall be forfeited. The application money was utilised for the purpose for which it was raised, namely, working capital requirements.

 

Utilization of internal accruals and IPO proceeds

The Company had, vide its Prospectus dated 9th October 2007, made an Initial Public Offering (IPO) of 90,00,000 Equity Shares of the face value of Rs. 10/- each at a premium of Rs. 50/- per share. The amount of internal accruals and IPO proceeds was finally utilised as follows, for which, the approval is being sought at the Forthcoming Annual General Meeting:-

(Rupees in millions)

S. No.

Particulars

Utilization–Projected, as per Prospectus

Utilization–Actual, as on 31-3-2010

i.

Brand Building and launching of products in

the domestic markets

100.000

64.750

ii..

Margin money for Working Capital requirements

407.400

396.702

iii.

Public Issue Expenses

45.000

55.017

iv.

Investments/Deposits/Working capital

--

36.000

 

PROJECTS

 

Stainless Steel Kitchenware/Houseware Manufacturing Plant and Warehouse Project

At the state-of-the art manufacturing facility set up by the Company at Vasai, further expansion of the facilities is being undertaken. This will allow the Company to focus more on customization and enhancement of quality and also improve upon the supply chain efficiency which is very vital to give the Company a competitive edge in the export market.

The Retail division is re-inventing itself to be more cost effective and to widen its exposure pan India. Varun is now opting for the concept of shop-in-shop and mall-in-mall rather than its own boutique stores. It will also focus on institutional and bulk sales, while concentrating on fast moving items.

 

Backward Integration Projects

 

Jodhpur, Rajasthan

The second phase of expansion was successfully implemented at the Company’s Steel Re-Rolling Plant at Jodhpur, thereby increasing the capacity to 18,000 tonnes per annum. The Re-Rolling facilities consist of two Hot Rolling Mills, three Annealing Furnaces and 21 Cold Rolling Mills. The plant which was set up as a step towards backward integration to manufacture sheets exclusively for captive use has also started selling Re-Rolling products which has received an encouraging market demand.

 

As a step towards further backward integration, the Board of Directors have approved setting up a new state-of-the-art Stainless Steel cum Alloy steel complex at Rohat, Jodhpur to manufacture flats, structurals, angles, rounds, wire rods, channels and long products. The plant will be set up in two phases. The cost of the first phase is estimated at Rs.2300.000 millions, which will have a capacity of 1,20,000 MT per annum. Land to the extent of 150 acres has already been acquired and at present actions have been initiated to obtain various licenses and approvals.

 

Bagalkote, Karnataka

The Company had made an application to the Government of Karnataka to set up a Steel Plant at Bagalkote, which was approved at a high level Steering Committee of the Government. The cost of the Plant is estimated at Rs.3040.000 millions. The Government of Karnataka has also allotted to the Company land admeasuring 500 acres at Bagalkote to set up the unit.

 

The Company is committed to optimize on its core area of competence which is steel and these plants will catapult it into the elite league of large steel manufacturers.

 

Power Generation

Wind power generation resulted in income of Rs.28.200 millions during the year. The Company plans to set up a few more windmills during the year.

 

Iron Ore Mining

The Memorandum of Understanding signed with the Government of Karnataka for setting up a plant there makes the Company eligible for preferential allotments of mining licenses in the state of Karnataka.

 

Oil and Natural Gas

The charter hire contract for a mobile drilling rig with ONGC is running smoothly. Maintenance contract with ONGC for Ankleshwar and Karaikal sites is also running smoothly. The Company is making efforts to secure business from ONGC, GAIL and IOC for supply of materials and services.

 

International Ventures

The Varun Group has understood that to grow, it must cross boundaries and look at emerging economies for opportunities. In order to acquire major interest in the areas of uranium, oil and natural gas, the Company has recently set up three subsidiaries in Mauritius, namely:

 

• Varun Holdings Limited

• Varun Mines and Minerals Limited

• Varun Petroleum Limited

 

Varun Petroleum Limited, Mauritius has entered into an Agreement to acquire majority shares in Varun Petroleum

SARL, Madagascar.

 

Varun Mines and Minerals Limited has entered into Agreements to acquire majority shares in Madagascar Energy

Corporation and Varun International SARL, Madagascar.

 

Uranium prospects

The Varun Group has acquired majority shares in certain companies which are engaged in exploration, exploitation and out-put sale of 1,011 blocks (100 in process) covering about 6,900 sq. kms., with estimated reserves of 17,00,000 tons of uranium, 43,50,000 tons of thorium and traces of gold and gems.

 

The preliminary research work has been completed and the evaluation of reserves will commence shortly. The Group is optimistic of completion of the exploration phase before the estimated 3-5 years.

 

The demand for uranium is outstripping supply and the continuous need for alternative fuels to meet the tremendous energy demands has resulted in several companies across the world racing to be part of uranium exploration in the few remaining mineral rich countries. India in particular, is looking for suppliers and the Varun Group sees itself as a forerunner among Indian companies in the mining and production of uranium.

 

Oil and Natural Gas Prospects

Varun Group has acquired majority shares in certain companies which have acquired block 3101 covering about 6,800 sq. kms. in the highly prospective Morondava Basin which has established hydrocarbon reserves and oil production. Varun also has an offshore Natural Gas block admeasuring 13,200 sq. kms. on the basin of the Indian Ocean which is possibly among the largest in the world.

 

Joint Venture in the Republic of Poland

Recently, it has been decided to form a Joint Venture company by the name Varun Sp. Zoo in the Republic of Poland in which the Company would hold 50% share capital. The new venture would undertake export-import of several items including stainless steel kitchenware, hardware, tools, cookware sets, non-stick, electronics and electrical items etc.

 

SUBSIDIARY COMPANIES

Earlier, the Company had four subsidiaries in India, viz., Varun Jewels Private Limited, Shri Sai Jewels Private Limited, Varun Petroleum Corporation Private Limited and Varun Minerals Corporation Private Limited. Recently, the Company acquired the entire equity share capital of Nagina Hotel Private Limited, thereby making it a wholly owned subsidiary. The said company was amalgamated with the Company w.e.f. 1st January 2010, as per the orders of the Hon’ble Bombay High Court.

 

The Company has three wholly owned subsidiaries in Mauritius viz., Varun Holdings Limited, Varun Mines and Minerals Limited and Varun Petroleum Limited.

 

Varun Petroleum Limited, Mauritius, had entered into an agreement to acquire majority shares in Varun Petroleum SARL, Madagascar. Further, Varun Mines and Minerals Limited, Mauritius, had entered into agreements to acquire majority shares in Madagascar Energy Corporation, Madagascar and Varun International SARL, Madagascar.

 

EQUITY SHARE WARRANTS

 

In terms of approval of the members of the Company and as per applicable statutory provisions including SEBI (Disclosure and Investor Protection) Guidelines 2000, the Company on 27th August 2009, has issued 70,00,000 Equity Share Warrants on preferential basis to promoters entitling them to apply for equivalent number of fully paid up equity shares of Rs. 10/- each of the Company, at a price of Rs. 43.20 per equity share. The warrant holders have a right to apply for equity shares within18 months from the date of allotment of such equity share warrants. Subscribers have deposited non-refundable amount of Rs.75.600 millions, equivalent to 25% of total consideration which is shown as Equity Share Warrants in the Balance Sheet, pending exercise thereof.

 

The amount so received has been utilized for the purpose for which it was raised, namely, working capital requirements of the Company.

 

AMALGAMATION

(i) During the year, the Company has amalgamated with itself it’s wholly owned subsidiary viz. Nagina Hotel Private Limited vide scheme of Amalgamation w.e.f. 1st January 2010. The said scheme of Amalgamation has been approved by the Honorable High Court of Mumbai vide it’s order passed on 25th June 2010. All the assets and liabilities of the said subsidiary have been vested with the Company at Book Values and the same have been accounted for in accordance with AS-14 “Accounting for Amalgamations” issued by the Institute of Chartered Accountants of India.

 

(ii) Current year figures are after amalgamation of its 100% subsidiary (Nagina Hotel Private Limited) w.e.f. 1st January 2010. Previous year figures are not comparable to that extent.

 

MANAGEMENT DISCUSSION AND ANALYSIS

 

Overview

 

Subject has evolved into a global conglomerate with several associate companies and multidimensional business interests that include energy - oil, natural gas, uranium and wind, mining, gems and jewelry, agro products and trading, besides its area of core competence - stainless steel cookware, houseware, kitchenware, tableware etc.

 

The Company’s strength is in steel and it has grown from manufacturer of steel ware to also manufacturing stainless steel raw materials (sheets). Further, it has plans to set up plants to manufacture flats, rounds and angles. The initiative is a part of the Company’s backward integration plan to be self sufficient in raw material supply and thereby improve its competitive edge in terms of quality and pricing which would catapult the Company into the league of major steel manufacturers.

 

The Company made its foray into oil and natural gas as a supplier of rig, drilling, maintenance, workover and related services to large oil and gas companies. Varun Petroleum Limited, Mauritius, a subsidiary of the Company, had entered into an agreement to acquire majority shares of Varun Petroleum SARL, Madagascar. Varun Petroleum SARL has acquired blocks (oil, natural gas and uranium) in Madagascar through an 80-20 production sharing contract with OMNIS (Madagascar) which gives it the right to explore, exploit and sell those products.

 

Industry Structure and Development

 

Stainless steel has now found new usage in areas like infrastructure, public transport, automobiles etc. and continues to replace less durable products resulting in substantial increase in demand for stainless steel raw materials like flats, angles and rounds. Indian stainless steel products (cookware, kitchenware, tableware, houseware and hospitality, gifts and other items) are now preferred to Chinese products due to better quality and delivery schedules, resulting in growing demand from international markets.

 

Exploration and production of oil and gas is critical for India’s energy security and economic growth. The demand for energy will always outstrip supply. 60% of the energy is derived from oil and natural gas making these the most indispensable sources of fuel. The demand for clean renewable energy with uranium as the front runner (because of acute shortage) is unmatched in India and globally. Wind energy also has good growth prospects.

 

Outlook, Risks and Concerns

The Company has the capability of producing stainless steel ware to suit the budgets and tastes of customers across the globe and hence is optimistic of growth in both exports and domestic market. It also enjoys customer loyalty and a large percentage of its export business comes from long standing customers.

 

With expansion of its Re-rolling Stainless Steel Plant and setting up of new steel plants in Rajasthan and Karnataka, the Company will be less vulnerable to fluctuations in raw material prices, quality or supply. With steel usage spiraling, the Company is confident of good sales for the flats, angles, rounds and other value added products scheduled to be manufactured.

 

Varun Group has an excellent alliance with the Republic of Madagascar which is an investor friendly country, fairly stable and safe. The Government of Madagascar is keen to increase the GDP of the country and Varun sees itself as partnering these efforts by providing job opportunities to thousands of the Malagasy people. The Company will however have to preserve the biodiversity of that country and ensure that its exploration activities do not harm the ecology or the health and safety of people.

 

FIXED ASSETS:

 

·         Freehold Land

·         Leasehold Land

·         Buildings

·         Plant and Machinery

·         Furniture, Fixtures and Office Equipments

·         Computer

·         Vehicles

·         Oil Rig

·         Wind Power Project

 

UN-AUDITED FINANCIAL RESULTS FOR THE QUARTER AND NINE MONTHS ENDED 31ST DECEMBER, 2010

(Rs. in millions)

Particulars

Quarter Ended

31.12.2010

None Months Ended

31.12.2010

1. Net Sales / Income from operations

7544.323

20466.545

2. Expenditure

 

 

a) (Increase) / Decrease in stock in trade and work in progress

29.979

61.366

b) Consumption of raw materials

303.588

920.171

c) Purchase of traded goods

6782.227

17962.016

d) Employees cost

36.282

110.106

e) Depreciation

47.919

140.594

f) Other expenditure

99.765

291.608

Total

7299.760

19485.861

3. Profit from operations before other income, interest and exceptional Items (1-2)

244.563

980.684

4. Other income

48.954

77.313

5. Profit before interest and exceptional Items (3+4)

293.517

1057.997

6. Interest and other financial expenses

206.689

637.131

7. Profit after Interest but before Exceptional Items (5-6)

86.828

420.866

8. Exceptional Items

0.000

0.000

9. Profit (+)/Loss(-) from Ordinary Activities before tax (7+8)

86.828

420.866

10. Tax expense

42.839

136.855

11. Net Profit (+)/Loss(-) from Ordinary Activities after

Tax (9-10)

43.989

284.011

12. Extraordinary Items (net of tax expenses)

0.000

0.000

13. Net Profit (11-12)

43.989

284.011

14. Paid up equity share capital (Face value of Rs.10/- per share)

221.139

221.139

15. Reserves excluding revaluation reserves as per balance sheet of previous accounting year

--

--

16. Earning per share (EPS)

 

 

(a) Basic

1.99

12.84

(b) Diluted

1.99

12.84

17. Public shareholding

 

 

Number of shares

7662576

7662576

Percentage of shareholding

34.65%

34.65%

18. Promoters and Promoters group Shareholding-

 

 

a) Pledged /Encumbered

 

 

Number of shares

Nil

Nil

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

Nil

Nil

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

Nil

Nil

b) Non  Encumbered

 

 

Number of shares

14451369

14451369

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

100%

100%

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

65.35%

65.35%

 

(Rs. in millions)

Particulars

Merchandise Sale

Petroleum/ Rig Hire

Wind Power

Total

Revenue

 

 

 

 

External Sales

20373.188

75.516

17.841

20466.545

Inter Segment Sales

--

--

--

--

Other Income

77.313

--

--

77.313

Total Revenue

20450.514

75.516

17.841

20543.858

 

 

 

 

 

Segment Results (PBIT)

1026.994

26.453

4.550

1057.997

Interest Expenses

 

 

 

637.131

Income Tax

 

 

 

136.855

Net Profit After Tax

 

 

 

284.011

 

 

 

 

 

Other Information

 

 

 

 

Segment Assets

20222.909

285.432

438.725

20947.066

 

Notes:

1. The above results have been reviewed by the Audit Committee and approved by the Board of Directors at their meeting held on Monday, 14th February 2011.

2. The Statutory Auditors have carried out limited review of the above results as required by Clause 41 of the Listing Agreement.

3. During the quarter, two investor complaints were received and resolved. No investor complaint was pending either at the beginning or at the end of the quarter.

4. The Company has opted for accounting the exchange difference of long term foreign currency monetary items in line with Companies (Accounting Standards) Amendment Rules 2009 notified on 31st March 2009. Accordingly, the net exchange gain of Rs.0.187 million for the period ended on 31.12.10 relating to long term foreign currency monetary items has been added to the cost of respective fixed assets.

5. Figures for the previous year have been regrouped, wherever necessary, to correspond with those of the current year.

 

WEBSITE DETAILS:

 

PROFILE:

 

Subject has evolved from being India's steelware exporter  to a highly proactive multi-dimensional global conglomerate with business interests that include steelware and steel raw materials, oil and natural gas, wind energy, uranium, mining, gems and jewellery.

 

Established in 1989 as a small trading house it was incorporated as Varun Continental Limited in March  1996 and changed to Varun Industries Limited  in  April 2005.

 

An ISO 9001: 2008 company, Varun was listed in November 2007 on both Bombay Stock Exchange and National Stock Exchange and  has featured in the list of Top 500 Indian companies in both 2008 and 2009 compiled by Dun and Bradstreet , Economic Times and other reputed agencies.  More important, the group is currently  touted as among the 50 fastest moving mid sized Indian companies.

 

The Varun brand of stainless steel cookware, kitchenware, houseware and other utility items is associated with quality, exclusivity and cost effectiveness earning for it an iconic status as a premium steelware exporter and  consistently  winning  awards and accolades from the Government, Federation of Indian Export Organizations  and Export Council.

 

A range of over 1800 items is available. Varun has its own trading and representative offices in several countries and designs have been customized for specific budgets, cultures and countries in close consultation with buyers across the world.

 

Success in international markets and the tremendous potential of the Indian market  encouraged the Company  to move into the domestic market under the brand name Premium Kitchenware and More.  The Company has several stores across India and has also made its mark in Corporate and Institutional sales and gifting.

 

Varun’s Manufacturing Plants

 

To increase customer delight  through impeccable quality,  service and cost effectiveness, Varun set up a  state-of the art  finished products’ manufacturing and warehousing plant in Vasai , Maharashtra and a stainless steel re-rolling plant in Jodhpur, Rajasthan as part of its backward integration. the group plans to set up a two phased   state-of-the-art Stainless Steel cum Alloy Steel complex in Rajasthan to manufacture  steel flats and other high quality stainless steel and alloy steel items including rounds, angles, wire rods, channels, structurals and long products .

 

Energized Growth

 

Since 2006, energy has been seen as an area of sustainable growth.

 

Varun provides efficient rig drilling and integrated work over services including charter, hiring of drilling rigs and maintenance to leading Indian and global oil and natural gas companies. The Group has now evolved from a supplier of services to acquiring its own Oil and Natural Gas blocks and Uranium blocks in Madagascar.

 

Wind turbine generators have been set up in Jaisalmer, Rajasthan and expansion is planned in this area.

 

Mr. Kiran Mehta, CMD and Mr. Kailash Agarwal MD , founders of Varun are the driving force behind the Group ably guided by an experienced Board of directors comprising veterans from diverse fields and assisted by a highly qualified Management team of professionals.

 

The Group is determined to explore the limitless possibilities beyond core competencies and boundaries to ensure value addition throughaccelerated growth for itself and its stakeholders.

 

Mr. Kiran N. Mehta                  

 

Founder, Chairman and Managing Director   

                         

Hailing from a well known business family of Rajasthan, Mr. Kiran Mehta is a new age entrepreneur blessed with innate business acumen, tremendous foresight, an indomitable will and  a commitment to excel.

             

It is no exaggeration to consider him as  the man with a Midas touch as he has authored several success stories in the most diverse and difficult areas.  A man of action he firmly believes in the quote " dream without vision is a nightmare and to dream without action is just a day dream".

           

A Commerce Graduate, he looks after the Asset Management of the company and has been successful in sustaining growth even during times of economic slowdown.  A finger constantly on the pulse of change, he is a firm believer in being alert and seizing opportunities to convert to sustainable and profitable businesses.

                         

He is mainly responsible for  taking the company beyond steel and beyond India and putting the company on the list of India's top 500 companies two years in a row.

                       

It is primarily his efforts that have taken the Group into Madagascar and to venture into highly profitable but prestigious acquirements of uranium, oil and natural gas, precious metal and gems.

                       

His meticulous eye for detail and commitment to quality has won the company accolades and awards for Exports quality and service as well as personal recognition and awards for excellent entrepreneurship.

                       

He is known in business circles for his integrity, transparency , high ethics ,commitment to convictions and belief in his team. A strict disciplinarian with focus on value creation through hard work and honesty, he is a role model for his team and ensures that every single employee conforms to this  dedication to quality and service that surpasses expectations. A strong practitioner of macro management, Mr Mehta empowers his second and third line managers to work independently and contribute creatively. A philanthropist, he has supported social causes in his personal capacity and has set up a family  foundation to ensure that the less fortunate in the rural areas of Rajasthan receive support. Social Responsibility is top priority with Mr. Mehta and he strongly believes in value beyond profit.  His alliance with the Republic of Madagascar goes beyond business as he is committed to partner with the government in its efforts to raise the GDP of the island and alleviate poverty through providing job opportunities and improving the quality of life.

           

Varun's  initiatives in wind energy and acquiring of uranium reserves are part of Mr. Mehta's commitment to contribute to a clean planet.

 

BOARD OF DIRECTORS:

 

Mr. Kailash S. Agarwal

Co - Founder and Managing Director

Known in business circles for his impeccable business acumen, diplomatic and networking skills, Mr. Agarwal has a dynamic and warm personality which endears him to the team.  A Commerce Graduate,  he attributes his success to real time hands on experience in every intricacy of the steel business from an early age and in setting up of new projects and plants.

             

A connoisseur of good taste with an impeccable sense of aesthetics he is responsible for several customized products.  He believes in out of the box thinking and is responsible for several innovations that have helped Varun create new benchmarks in various areas of activity. He is very involved with building the corporate image of the group and for adding on new ideas and lines of activity.

                       

A philanthropist, Mr. Agarwal  primarily supports social causes in his hometown Rajasthan .  He is also a founder member of the Epilepsy foundation of India an organization that seeks to eliminate the affliction through education, treatment and support. His contributions to society and the industry have been recognized and awarded over the years.

           

A man with diverse business interests, Mr Agarwal is now Honorary Counsel for Macedonia in Maharashtra, an honour since it is testimony of the government's faith in his diplomatic abilities to promote the good ties between the countries.

 

Mr. Varun K. Mehta                 

Whole Time Director

 

The heir of a family of self-made business entrepreneurs, he has at a young age several breakthrough achievements to his credit.  He has for several years headed the Group’s operations in China and Middle East and is personally responsible for streamlining and strengthening the international marketing of the  Varun  Group through innovative ideas , flexibility and speed of execution. His ability to speak Arabic and Chinese have enabled him to get an indepth knowledge of the needs and working styles of these countries.

Management Graduate, he is blessed with a dynamic personality complemented by independent thinking, foresight and optimism and is committed to make the seemingly impossible possible through hard work and dedication.

 

Worked and Appreciated by the Red Cross Society. Supports several charities in his personal capacity.        

           

Mr. S. Rajagopal                     

Director

Shri S. Rajagopal, former Chairman and Managing Director, Bank of India has contributed immensely to the improvement of the Indian Banking system. Having been on the board of various Corporate and development funds of India and abroad, Shri Rajagopal has in depth knowledge of Commerce, Industry, Finance and Insurance. Shri Rajagopal is also an Advocate with specialization in Company matters.

                         

Shri Rajagopal has a brilliant academic record and holds a Master’s degree in Economics, Degrees in Commerce and Law, besides professional qualification from Indian Institute of Bankers. As the Chairman of Committee of Economists of Indian Banks Association, he conducted studies on industries such as tyre, sugar, granite, electronics and film industry among others. He is closely associated with Academics and is currently a member of the Court of Banaras Hindu University.

 

He is the Chairman of the Audit Committee and member of the Shareholders’ / Investors’ Grievances Committee and the Remuneration Committee of the Company.

 

Mr. S.K. Srivastav                   

Director           

Shri Satish Kumar Srivastav, is a Science graduate and has acquired a degree in business management and a master’s degree in law. He is a practicing Solicitor at Bombay High Court, Delhi High Court, Supreme Court of India and Supreme Court of England and Wales. He has vast experience in Civil, Corporate Writ and Commercial matters. He is a member of Supreme Court Bar Association of India, Law Society of England and Wales, International Bar Association and International Council of Alternative Dispute Redressal. He is required to travel widely in connection with his profession.

                         

Mr. Satish Kumar Srivastav is a practising solicitor at Bombay High Court, Supreme Court of India and Supreme Court of England and Wales.

                         

He is the Chairman of the Shareholders’/Investors’ Grievances Committee and member of the Remuneration Committee and Audit Committee of the Company.

 

Mr. K.L. Gopalakrishna                       

Director

 

Mr. K.L. Gopalakrishna, a former Executive Director of Corporation Bank, has a very rich and diversified experience in the Banking Sector spanning about four decades.


Mr. Gopalakrishna, a commerce graduate with a degree in Law also holds CAIIB from the Indian Institute of Bankers.

                         

He has valuable and versatile experience in the fields of Banking, Human Resource Development and vigilance, apart from overall management of Banking Institutions.

                         

During his tenure with Corporation Bank, business of the Bank nearly doubled and it was adjudged as one of the best Public Sector Banks.

                         

Prior to Corporation Bank, he worked with Union Bank of India for about 34 years in various capacities at major Centres and held important assignments. 

 

Key Personnel

 

Mr. Rathnakar Hegde

Group Advisor

Rich experience of 34 years in the banking field handling a gamut of very important and sensitive portfolios including that of Executive Director in Union Bank.

                       

Mr. Mayur Doshi

Chief Financial Officer

A Management Graduate, he has rich experience of almost two decades in all facets of Finance and is intimately involved in the company's Strategic and Corporate Planning.

                         

Mr. Rodney Semotiuk

CEO (Global Operations)

A graduate of the University of Alberta and has a Bachelor of Arts Degree in Economics and Political Science.
Previously held senior positions in energy sector with over 20 years of experience in technology development and commercialization


Focuses on building strategic partnerships, including the introduction and transfer of advanced technologies to emerging markets via joint-ventures and supplier relationships

 

MANUFACTURING FACILITIES

 

 

The Varun brand has a reputation for stringent quality and exclusivity of designs.  The customization of products is possible since the company has a full fledged manufacturing set up complete with Designing Labs, R and D and Quality Control.  To rationalize costs the company has gone in for backward integration by setting up a Steel Re – Rolling Plant.

 

Vasai Plant – (Finished Products – Installed Capacity 30,000 MT per annum)


Sprawled over 10 acres of land in Vasai (outskirts of Mumbai, Maharashtra State) plant plus warehouse has been operational since September 2007 has helped improve operational efficiency, in the area of manufacturing and inventory control.

 

·         Integrated services from R and D to moulding, cutting, bronzing, packaging, warehousing and despatch all under one roof.

·         Warehousing facilities are designed to enable simultaneous loading and unloading of 30 containers.

·         The location (proximity to air, land and specially port) supports their impeccable logistics and delivery schedules.

·         Impressive export and retail showrooms for product display.

·         Well appointed conference rooms and visitor rooms

·         Designed to facilitate brainstorming and interaction between personnel from different divisions for optimum results

·         In-house Residential facility for large number of employees.

·         The facility has its own helipad ready for use

 

AWARDS AND RECOGNITIONS

 

FIEO “Niryat Shree” Award for the year 2005-2006 Awarded by Hon’ble  President of India, Smt Pratibha Devi Singh Patil

 

FIEO “Niryat Shree” Award Certificate for the year 2005-2006.

 

FIEO “Niryat Shree” Award for the year 2005-2006 Awarded by Hon’ble  President of India, Smt Pratibha Devi Singh Patil

 

FIEO “Niryat Shree” Award Certificate for the year 2005-2006.

 

EEPC "Star Performer" Award for the year 2005-2006 Awarded by Hon’ble Shri Kamalnath, Minister of Commerce and Industry, Govt. Of India.

 

EEPC "Star Performer" Award Certificate for the year 2005-2006.

 

FIEO “Niryat Shree” Award for the year 2004-2005 Awarded by Hon’ble Shri Kamalnath, Minister of Commerce and Industry

 

FIEO “Niryat Shree” Award Certificate for the year 2004-2005.

 

FIEO “Niryat Shree” Award for the year 2004-2005 Awarded by Hon’ble Shri Kamalnath, Minister of Commerce and Industry

 

FIEO “Niryat Shree” Award Certificate for the year 2004-2005

 

FIEO “Niryat Shree” Award for the year 2004-2005 Awarded by Hon’ble Shri Kamalnath, Minister of Commerce and Industry

 

FIEO “Niryat Shree” Award Certificate for the year 2004-2005.

 

EEPC Star Performers award for the year 2004-05 awarded by Hon'ble Shri Kamalnath, Union Minister of Commerce and Industry

 

EEPC Star Performers Award Certificate for the year 2004-05.

 

EEPC Top Exporters Award for the year 2003-04 awarded by Hon'ble Shri Kamalnath, Union Minister of Commerce and Industry

 

Top Exporters Award Certificate for the year 2003-04.

 

EEPC Top Exporters Award for the year 2002-03 awarded by Hon'ble Shri S. M. Krishna, Minister of Commerce and Industry

 

EEPC Top Exporters Award Certificate for the year 2002-03.

 

EEPC Top Exporters Award for the year 2001-02 awarded by Hon'ble Shri S. M. Krishna, Minister of Commerce and Industry

 

EEPC Top Exporters Award Certificate for the year 2001-02

 

FIEO Top Exporters "Niryat Shree" Trophy for the year 2000-01 awarded by Hon'ble Shri Bhairon Singhji Shekhawat, Vice President of India.

 

FIEO Top Exporters "Niryat Shree" award certificat for the year 2000-01.

 

EEPC Exporter Excellence Award for the year 2000-01 awarded by Hon'ble Shri Arun Jetli, Minister of Commerce and Industry

 

EEPC Exporter Excellence Award Certificate for the year 2000-01.

 

EEPC Exporter Excellence Award for the year 1999-2000 awarded by Hon'ble Shri Omar Abdulla, Minister of Commerce and Industry

 

EEPC Exporter Excellence Award Certificate for the year 1999-2000.

 

EEPC Top Exporters Award for the year 1998-99 awarded by Hon'ble Shri Omar Abdulla, Minister of Commerce and Industry

 

EEPC Top Exporters Award Certificate for the year 1998-99.

 

EEPC Exporter Excellence Award for the year 1998-99 awarded by Hon'ble Shri Murasoli Maran, Union Minister of Commerce and Industry

 

EEPC Exporter Excellence Award Certificate for the year 1998-99.

 

National Export Award for the year 1998-99 awarded by Hon'ble Shri Atal Bihari Vajpayee, Prime Minister of India.

 

National Export Award Certificate for the year 1998-99.

 

Best Exports Award for Maharashtra State for the year 1998-99 awarded by Hon'ble Shri Makharam Pawar, Minister of Trade and Commerce.

 

Best Exports Award Certificate for Maharashtra State for the year 1998-99.

 

National Export Award for the year 1997-98 awarded by Hon'ble Shri Atal Bihari Vajpayee, Prime Minister of India.

 

National Export Award Certificate for the year 1997-98.

 

EEPC Exporter Excellence Award for the year 1996-97 awarded by Hon'ble Shri Ram Krishna Hegde, Union Minister of Commerce.

 

EEPC Exporter Excellence Award Certificate for the year 1996-97.

 

SUBSIDIARIES

 

Varun has diversified from steelware , its area of core competence, to several high growth areas to ensure sustainable profits either directly or through its subsidiary companies.

             

Varun Jewels Private Limited and Shri Sai Jewels Private Limited  are two subsidiaries involved in the manufacturing, marketing, selling and trading of polished gems, diamonds, pearls , stones, jewellery, coins, bullions, antiques, manuscripts etc. in India and abroad.

                         

The Gems and Jewellery Council expects the  industry to touch new heights this year. With a steady 20% + growth rate this business is a profitable venture with good opportunities

                         

Varun initially served the industry, in India and across borders, through its petroleum division but accelerating business prospects have motivated it to set up a 100% subsidiary – Varun Petroleum Corporation Private Limited. The company offers integrated services  for all phases upstream , midstream and downstream  and also tailor made solutions in the field of oil, drilling and work over services on outsourced or collaborative basis.

                         

Varun Minerals Corporation Private Limited is a 100 % subsidiary of Subject engaged in the business of mining.  The company aims at expanding into iron ore mining and exports.

                         

Varun also holds  30% shares in Sai Shree Mines a Bangalore based company with mining interests in Karnataka.

                         

Effective August 2009, the company incorporated three wholly owned subsidiaries in Mauritius

 

·         Varun Holdings Limited,

·         Varun Mines and Minerals Limited,

·         Varun Petroleum Limited.

 

Varun Mines and Minerals Limited has acquired majority shares in Varun International SARL, Madagascar and  Madagascar Energy Corporation, Madagascar.

             

 Varun Petroleum Limited has acquired majority shares in Varun Petroleum SARL, Madagascar.

 

The above is in compliance with Clause 36 of the Listing Agreement.

 

NEWS AND UPDATES

 

VARUN GROUP IN JV WITH CLUFF RESOURCES PACIFIC NL, AUSTRALIA FOR PLATINUM, GOLD AND PRECIOUS STONES MINING

                         

Madagascar Energy Corporation SARL based  in Madagascar has entered into a Joint Venture Agreement with M/s Cluff Resources Pacific NL, Australia   on November 20, 2010 .  The company owns permit , licenses and lease hold rights for mining gold, platinum and other precious stones in certain regions  at Madagascar like Ranapiso of Fort Dauphin, Ankaramena and Ihosy.


Varun Mines and Minerals Limited  based at Mauritius a 100% owned subsidiary of Subject owns majority stake in Madagascar Energy Corporation SARL .


Cluff Resources Pacific NL,  having its registered office in Sydney ,has vast experiences in the area of mining gold, platinum and precious stone and in terms of the JV Agreement has committed to meet 75% of the exploration expenditure and also to organize the complete financial resources required for the exploitation.  M/S Cluff Resources Pacific NL is entitled for sharing the resources only to the extent of 35% and the balance 65% will be shared by M/s Madagascar Energy Corporation SARL.


In the above agreement the exploration, exploitation and marketing of the gold, platinum and precious metals are covered. The exploration process has two phases on completion of which the exploitation will begin.  The agreement is expected to result in substantial gain for Subject  taking the Group to new heights of value creation.
                       

 

 

 


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.44.99

UK Pound

1

Rs.73.23

Euro

1

Rs.62.80

 


 

SCORE & RATING EXPLANATIONS

 

SCORE FACTORS

 

RANGE

POINTS

HISTORY

1~10

8

PAID-UP CAPITAL

1~10

7

OPERATING SCALE

1~10

6

FINANCIAL CONDITION

 

 

--BUSINESS SCALE

1~10

7

--PROFITABILIRY

1~10

7

--LIQUIDITY

1~10

6

--LEVERAGE

1~10

6

--RESERVES

1~10

6

--CREDIT LINES

1~10

6

--MARGINS

-5~5

-

DEMERIT POINTS

 

 

--BANK CHARGES

YES/NO

YES

--LITIGATION

YES/NO

NO

--OTHER ADVERSE INFORMATION

YES/NO

NO

MERIT POINTS

 

 

--SOLE DISTRIBUTORSHIP

YES/NO

NO

--EXPORT ACTIVITIES

YES/NO

NO

--AFFILIATION

YES/NO

YES

--LISTED

YES/NO

YES

--OTHER MERIT FACTORS

YES/NO

YES

TOTAL

 

59

 

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.