MIRA INFORM REPORT
|
Report Date : |
23.08.2012 |
IDENTIFICATION DETAILS
|
Name : |
S H KELKAR AND COMPANY PRIVATE LIMITED |
|
|
|
|
Registered
Office : |
|
|
|
|
|
Country : |
|
|
|
|
|
Financials (as
on) : |
31.03.2011 |
|
|
|
|
Date of
Incorporation : |
01.07.1955 |
|
|
|
|
Com. Reg. No.: |
11-009593 |
|
|
|
|
Capital
Investment / Paid-up Capital : |
Rs.1051.880
Millions |
|
|
|
|
CIN No.: [Company Identification
No.] |
U74999MH1955PTC009593 |
|
|
|
|
TAN No.: [Tax Deduction &
Collection Account No.] |
MUMS37437B |
|
|
|
|
PAN No.: [Permanent Account No.] |
AAACS9778G |
|
|
|
|
Legal Form : |
Private Limited Liability Company |
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|
|
|
Line of Business
: |
Manufacturer of
Aromatic Chemicals Flavours and Fragrances.
|
|
|
|
|
No. of Employees
: |
260 (Approximately) |
RATING & COMMENTS
|
MIRA’s Rating : |
Ba (45) |
|
RATING |
STATUS |
PROPOSED CREDIT LINE |
|
|
41-55 |
Ba |
Overall operation is considered normal. Capable to meet normal
commitments. |
Satisfactory |
|
Maximum Credit Limit : |
USD 8950000 |
|
|
|
|
Status : |
Satisfactory |
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|
|
|
Payment Behaviour : |
Usually Correct |
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|
|
|
Litigation : |
Clear |
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|
Comments : |
Subject is a Kelkar Group Company. It is an established company having
satisfactory track. There appears some dip in the profitability of the
company. However, 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.
EXTERNAL AGENCY RATING
|
Rating Agency Name |
CRISIL |
|
Rating |
A- |
|
Rating Explanation |
This rating are considered to have adequate degree
of safety regarding timely servicing of financial obligations such
instruments carry low credit risk. |
|
Date |
29.09.2011 |
RBI DEFAULTERS’ LIST STATUS
Subject’s name is not enlisted as a defaulter
in the publicly available RBI Defaulters’ list.
EPF (Employee Provident Fund) DEFAULTERS’ LIST STATUS
Subject’s name is not enlisted as a defaulter
in the publicly available EPF (Employee Provident Fund) Defaulters’ list as of
31-03-2012.
INFORMATION PARTED BY (GENERAL DETAILS)
|
Name : |
Mr. Chakrabarty |
|
Designation : |
Accounts Head |
|
Contact No.: |
91-22-21649163 |
|
Date : |
22.08.2012 |
LOCATIONS
|
Registered Office : |
|
|
Tel. No.: |
91-22-22069609 / 22019130/ 22069620/ 29/ 30 |
|
Fax No.: |
91-22-22081204 |
|
E-Mail : |
|
|
Website : |
|
|
Location : |
Owned |
|
|
|
|
Corporate Office : |
Lal Bahadur Shastri Marg, Near |
|
Tel. No.: |
91-22-25642242/ 43 / 45/ 0960/ 56/ 58 / 25640960/ 25906245 (Marketing) |
|
Fax No.: |
91-22-25647334/ 25645271/ 25645272/25640202 (Sales Department) |
|
Email: |
marketing@shkelkar.com
(Marketing) katke@shkelkar.com (Sales) technicalsupport@shkelkar.com
(Tech Support) |
|
|
|
|
Factory : |
Vashivali, S. No.12-5,6 and S. No.30-34 and 36, Village Patalgana,
District – Raigad - 410220, |
|
Tel. No.: |
91-2192-250628/ 30/ 250452/ 3 |
|
Fax No.: |
91-2192-252753 |
|
Email: |
|
|
|
|
|
Sales Office : |
|
|
Tel No : |
91-22-22019130/ 22019198 |
|
Email : |
DIRECTORS
(AS ON 20.12.2011)
|
Name : |
Mr. Ramesh Vinayak Vaze |
|
Designation : |
Managing Director |
|
Address : |
L.B.S. Marg, Mulund (West), Mumbai – 400 080, |
|
Date of Birth/Age : |
30.04.1941 |
|
Qualification : |
B. Sc |
|
Experience : |
50 year |
|
Date of Appointment : |
11.02.1981 |
|
DIN No.: |
00509751 |
|
|
|
|
Name : |
Mrs. Prabha Ramesh Vaze |
|
Designation : |
Director |
|
Address : |
|
|
Date of Birth/Age : |
19.06.1946 |
|
Date of Appointment : |
29.10.1980 |
|
DIN No.: |
00509817 |
|
|
|
|
Name : |
Mr. Kedar Ramesh Vaze |
|
Designation : |
Director |
|
Address : |
|
|
Date of Birth/Age : |
12.11.1973 |
|
Qualification : |
M. Sc., DMS |
|
Experience : |
15 years |
|
Date of Appointment : |
04.09.201 |
|
|
|
|
Name : |
Mr. |
|
Designation : |
Director |
|
Address : |
Flat No. B-605, 6th Floor, Sagar Shrot, Juhu Versova, New |
|
Date of Birth/Age : |
26.11.1969 |
|
Date of Appointment : |
04.09.2010 |
|
DIN No.: |
01759409 |
KEY EXECUTIVES
|
Name : |
Mrs. Deepti Pramod Parkar |
|
Designation : |
Company Secretary |
|
Address : |
3, Om Ramanand CHS, |
|
Date of Birth/Age : |
30.06.1984 |
|
Date of Appointment : |
30.06.2011 |
|
PAN No.: |
AOHPP5769E |
|
|
|
|
Name : |
Mr. Chakrabarty |
|
Designation : |
Accounts Head |
|
|
|
|
Name : |
Mr. B. Ramkrishnan |
|
Designation : |
Group Chief Executive Officer |
|
Date of Birth/Age : |
55 years |
|
Qualification : |
B. Tech., PGDBM |
|
Experience : |
30 years |
|
|
|
|
Name : |
Mr. Soumitra Bose |
|
Designation : |
Group Chief Financial Officer |
|
Date of Birth/Age : |
54 years |
|
Qualification : |
B. Com, ACA, AICWA |
|
Experience : |
30 years |
|
|
|
|
Name : |
Mr. Vivek Kulkarni |
|
Designation : |
Head International Business |
|
Date of Birth/Age : |
42 years |
|
Qualification : |
B. Tech, PGDBM |
|
Experience : |
18 years |
MAJOR SHAREHOLDERS / SHAREHOLDING PATTERN
(AS ON 20.12.2011)
|
Names of Shareholders (Equity Shares) |
|
No. of Shares |
|
|
|
|
|
Prabha Vaze |
|
6049 |
|
Ramesh Vaze |
|
7027 |
|
Kedar Vaze |
|
7040 |
|
Ramesh Vaze HUF |
|
6048 |
|
Kedar Vaze HUF |
|
6049 |
|
Ramesh Vaze Family trust |
|
2400 |
|
Prabha Vaze Family Trust |
|
2400 |
|
KNP Industries Pte. Limited, |
|
2400 |
|
Radhabhai Vaze Family trust |
|
2400 |
|
V G Charity Trust |
|
1600 |
|
Kelkar Investment Company Private Limited, |
|
8467 |
|
|
|
|
|
Total |
|
51880 |
|
|
||
|
Names of Shareholders (Preference Shares) |
|
No. of Shares |
|
|
|
|
|
Wayzata II Indian Ocean Limited, (Cumulative Compulsorily Convertible Preference Shares of Class A) |
|
540000 |
|
KNP Industries Pte. Limited, (Cumulative Compulsorily Convertible Preference Shares of Class B) |
|
460000 |
|
|
|
|
|
Total |
|
1000000 |
(AS ON 08.08.2012)
|
Names of Allottees |
|
No. of Shares
Allotted |
|
|
|
|
|
Blackstone Capital Partners ( |
|
25831 |
|
Blackstone Family Invetsment Partnership ( |
|
168 |
|
KNP Industries Pte. Limited, |
|
10234 |
|
Aachman Vanjjya Private Limited, |
|
1200 |
|
Acme Polytwist Private Limited, |
|
1200 |
|
Sri Agraganya Investment and Advisers Private Limited, |
|
600 |
|
Global Mercantile Private Limited, |
|
2400 |
|
Linton Engineering Service Private Limited, |
|
2400 |
|
Kelkar Investment company Private Limited, |
|
2172 |
|
Plant Lipids Private Limited, |
|
2124 |
|
Kedar Vaze |
|
2388 |
|
Kedar Vaze – Karta of Rajeev Pathak HUF |
|
96 |
|
Rashmi Pathak |
|
588 |
|
Rajeev Pathak – Karta of Rajeev Pathak HUF |
|
336 |
|
Ramesh Vaze |
|
2748 |
|
|
|
|
|
Total |
|
54485 |
(AS ON 28.06.2012)
|
Names of Allottees |
|
No. of Shares
Allotted |
|
|
|
|
|
Kedar Vaze |
|
1894 |
|
Kedar Vaze – Karta of Kedar HUF |
|
1358 |
|
Aditi Vaze |
|
269 |
|
Ramesh Vaze |
|
1890 |
|
Prabha Vaze |
|
1628 |
|
Ramesh Vaze – Karta of Ramesh Vaze HUF |
|
1627 |
|
Ramesh Vaze Family Trust |
|
645 |
|
Prabha Vaze Family Trust |
|
645 |
|
Radhabhai Vaze Family Trust |
|
645 |
|
V G Vaze Charity Trust |
|
430 |
|
Kelkar Investment Company Private Limited, |
|
2279 |
|
KNP Industries Pte. Limited, |
|
645 |
|
|
|
|
|
Total |
|
13955 |
(AS ON 30.01.2012)
|
Names of Allottees |
|
No. of Shares
Allotted |
|
|
|
|
|
Ramesh Vaze |
|
250 |
|
Kedar Vaze |
|
2634 |
|
Dhananjay Sandu |
|
5000 |
|
Pritam Chivukata |
|
5000 |
|
|
|
50000 |
|
Aachman Vanjjya Private Limited, |
|
1200 |
|
Acme Polytwist Private Limited, |
|
1200 |
|
Agraganya Investment and Advisers Private Limited, |
|
600 |
|
Global Mercantile Private Limited, |
|
2400 |
|
Linton Engineering Service Private Limited, |
|
2400 |
|
Mentha and Allied Products Limited, |
|
2166 |
|
Plant Lipids Private Limited, |
|
2126 |
|
Kedar Vaze – Karta of Kedar HUF |
|
100 |
|
Rashmi Pathak |
|
583 |
(AS ON 30.09.2011)
Equity Shares Break – up
|
Category |
|
Percentage |
|
|
|
|
|
Bodies corporate |
|
20.95 |
|
Directors or relatives of directors |
|
38.77 |
|
Other top fifty shareholders |
|
40.28 |
|
|
|
|
|
Total
|
|
100.00 |
BUSINESS DETAILS
|
Line of Business : |
Manufacturer of
Aromatic Chemicals Flavours and Fragrances.
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Products : |
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Exports : |
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Products : |
Aromatic Chemical Flavours and Fragrances |
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Countries : |
·
·
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Terms : |
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||||||
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Selling : |
Cash and Credit |
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Purchasing : |
Cash and Credit |
PRODUCTION STATUS (AS ON 31.03.2011)
|
Particulars |
Unit |
Installed Capacity |
Actual Production |
|
|
|
|
|
|
Aromatic Chemicals |
M.T. |
715 |
1033 |
|
Fragrances |
M.T. |
12645 |
4435 |
GENERAL INFORMATION
|
Customers : |
Wholesalers And Retailers |
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|
No. of Employees : |
260 (Approximately) |
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Bankers : |
· HDFC Bank Limited Lower Parel (West), Mumbai, ·
Standard
Chartered Grindlays Bank Limited 90, ·
The
Sangli Bank Limited, Mumbai Branch,
Sangli Bank Building, 296, · Standard Chartered Bank, 123/125, |
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Facilities : |
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|
|
|
Banking
Relations : |
-- |
|
|
|
|
Auditors : |
|
|
Name : |
Batliboi and
Purohit Chartered
Accountants |
|
Address : |
|
|
Tel. No.: |
91-22-22077941/ 42 |
|
Website : |
|
|
PAN No.: |
AAAFB0915F |
|
|
|
|
Subsidiaries Companies : |
- K. V. Arochem Private Limited - Keva Fragrances Private Limited - Keva Flavours Private Limited - Keva Biotech Private Limited - Kelkar Investment Company Private Limited - Keva UK Limited, - PFW Aroma Chemicals B.V., - Keva Chemicals Private Limited (Step-down subsidiary) |
|
|
|
|
Group Company : |
(Flavours Manufacturing Unit) Address: Lal Bahadur Shastri Marg, Near Tel No.: 91-22-21643300 Fax No.:91-22-21644300 Email: kevaflavours@shkelkar.com
(100% Export Oriented Unit) Address: C.T.S. No. 635, 637, Tel No.: 91-22-21649350/ 53 Fax No.: 91-22-21645271 Email: keva@bom5.vsnl.net.in Website: www.kevafragrances.com
Address: Plot No. 170 to 175, GIDC Industrial
Estate, Vapi-396195, Tel No.: 91-260-2430699 / 2420799 Fax No.: 91-260-2430499 Website: www.kvarochem.com
Address: Lal Bahadur Shastri Marg, Near Tel No.: 91-22-21649163-69/ 21677777 Fax No.: 91-22-21649160 · PFW Aroma Chemicals B.V. Address:
Veemweg 29-31, 3770 SK Barneveld, The Tel No.: +31-342407700/10 Fax No.: +31-342407720 Email : pfw@pfw.nl Website: www.pfw.nl |
CAPITAL STRUCTURE
(AS ON 20.12.2001)
Authorised Capital : Rs.1310.000
Millions
Issued, Subscribed & Paid-up Capital : 120.320
Millions
(AS ON 31.03.2011)
Authorised Capital :
|
No. of Shares |
Type |
Value |
Amount |
|
|
|
|
|
|
250000 |
Equity Shares |
Rs.1000/- each |
Rs.250.000 Millions |
|
6000000 |
Equity Shares |
Rs.10/- each |
Rs.60.000 Millions |
|
1000000 |
Preference Shares |
Rs.1000/- each |
Rs.1000.000 Millions |
|
|
|
|
|
|
|
Total |
|
Rs.1310.000
Millions |
Issued, Subscribed & Paid-up Capital :
|
No. of Shares |
Type |
Value |
Amount |
|
|
|
|
|
|
51880 |
Equity Shares |
Rs.1000/- each |
Rs.51.880
Millions |
|
1000000 |
Preference shares |
Rs.1000/- each |
Rs.1000.000
Millions |
|
|
|
|
|
|
|
Total |
|
Rs.1051.880 Millions |
FINANCIAL DATA
[all figures are
in Rupees Millions]
ABRIDGED BALANCE SHEET
|
SOURCES OF FUNDS |
31.03.2011 |
31.03.2010 |
31.03.2009 |
|
|
SHAREHOLDERS FUNDS |
|
|
|
|
|
1] Share Capital |
1051.880 |
120.000 |
120.000 |
|
|
2] Share Application Money |
624.750 |
0.000 |
0.000 |
|
|
3] Reserves & Surplus |
559.808 |
2719.782 |
2356.900 |
|
|
4] (Accumulated Losses) |
0.000 |
0.000 |
0.000 |
|
|
NETWORTH |
2236.438 |
2839.782 |
2476.900 |
|
|
LOAN FUNDS |
|
|
|
|
|
1] Secured Loans |
1739.666 |
0.000 |
10.954 |
|
|
2] Unsecured Loans |
195.048 |
0.000 |
0.000 |
|
|
TOTAL BORROWING |
1934.714 |
0.000 |
10.954 |
|
|
DEFERRED TAX LIABILITIES |
0.000 |
0.000 |
0.000 |
|
|
|
|
|
|
|
|
TOTAL |
4171.152 |
2839.782 |
2487.854 |
|
|
|
|
|
|
|
|
APPLICATION OF FUNDS |
|
|
|
|
|
|
|
|
|
|
|
FIXED ASSETS [Net Block] |
1004.192 |
680.073 |
662.525 |
|
|
Capital work-in-progress |
192.337 |
319.716 |
279.126 |
|
|
|
|
|
|
|
|
INVESTMENT |
1005.436 |
2.828 |
2.828 |
|
|
DEFERREX TAX ASSETS |
5.573 |
6.254 |
8.619 |
|
|
|
|
|
|
|
|
CURRENT ASSETS, LOANS & ADVANCES |
|
|
|
|
|
|
Inventories |
1160.596
|
1007.582
|
888.342 |
|
|
Sundry Debtors |
609.950
|
569.705
|
519.018 |
|
|
Cash & Bank Balances |
66.947
|
483.058
|
21.648 |
|
|
Other Current Assets |
3.113
|
5.032
|
0.000 |
|
|
Loans & Advances |
589.677
|
330.191
|
320.500 |
|
Total
Current Assets |
2430.283
|
2395.568
|
1749.508 |
|
|
Less : CURRENT
LIABILITIES & PROVISIONS |
|
|
|
|
|
|
Sundry Creditor |
191.340
|
145.996
|
48.891 |
|
|
Other Current Liabilities |
231.268
|
403.256
|
150.906 |
|
|
Provisions |
44.061
|
15.405
|
14.955 |
|
Total
Current Liabilities |
466.669
|
564.657
|
214.752 |
|
|
Net Current Assets |
1963.614
|
1830.911
|
1534.756 |
|
|
|
|
|
|
|
|
MISCELLANEOUS EXPENSES |
0.000 |
0.000 |
0.000 |
|
|
|
|
|
|
|
|
TOTAL |
4171.152 |
2839.782 |
2487.854 |
|
PROFIT & LOSS
ACCOUNT
|
|
PARTICULARS |
31.03.2011 |
31.03.2010 |
31.03.2009 |
|
|
|
SALES |
|
|
|
|
|
|
|
Income |
2754.100 |
2520.400 |
2234.551 |
|
|
|
Other Income |
125.400 |
26.200 |
40.559 |
|
|
|
TOTAL (A) |
2879.500 |
2546.600 |
2275.110 |
|
|
|
|
|
|
|
|
Less |
EXPENSES |
|
|
|
|
|
|
|
|
|
|
1775.409 |
|
|
|
Increase/ Decrease in Stock |
|
|
2.883 |
|
|
|
TOTAL (B) |
2574.800 |
2051.400 |
1778.292 |
|
|
|
|
|
|
|
|
Less |
PROFIT
BEFORE INTEREST, TAX, DEPRECIATION AND AMORTISATION (A-B) (C) |
(Including
Financial Expenses and Depreciation) |
(Including
Financial Expenses and Depreciation) |
496.818 |
|
|
|
|
|
|
|
|
|
Less |
FINANCIAL
EXPENSES (D) |
|
|
12.099 |
|
|
|
|
|
|
|
|
|
|
PROFIT
BEFORE TAX, DEPRECIATION AND AMORTISATION (C-D) (E) |
|
|
484.719 |
|
|
|
|
|
|
|
|
|
Less/ Add |
DEPRECIATION/
AMORTISATION (F) |
|
|
81.692 |
|
|
|
|
|
|
|
|
|
|
PROFIT BEFORE
TAX (E-F) (G) |
304.700 |
495.200 |
403.027 |
|
|
|
|
|
|
|
|
|
Less |
TAX (H) |
114.400 |
132.300 |
147.409 |
|
|
|
|
|
|
|
|
|
|
PROFIT AFTER TAX
(G-H) (I) |
190.300 |
362.900 |
255.618 |
|
|
|
|
|
|
|
|
|
Add |
PREVIOUS
YEARS’ BALANCE BROUGHT FORWARD |
NA |
NA |
0.000 |
|
|
|
|
|
|
|
|
|
Less |
APPROPRIATIONS |
|
|
|
|
|
|
|
Transfer to General Reserve |
NA |
NA |
255.617 |
|
|
BALANCE CARRIED
TO THE B/S |
NA |
NA |
0.001 |
|
|
|
|
|
|
|
|
|
|
EARNINGS IN
FOREIGN CURRENCY |
|
|
|
|
|
|
|
On account of export of goods on F.O.B. basis |
133.100 |
208.939 |
263.399 |
|
|
TOTAL EARNINGS |
133.100 |
208.939 |
263.399 |
|
|
|
|
|
|
|
|
|
|
IMPORTS |
|
|
|
|
|
|
|
Raw Materials |
NA |
651.313 |
594.324 |
|
|
|
Capital Goods |
NA |
0.357 |
79.155 |
|
|
TOTAL IMPORTS |
NA |
651.670 |
673.479 |
|
|
|
|
|
|
|
|
|
|
Earnings Per
Share (Rs.) |
2067.00 |
3024.00 |
NA |
|
KEY RATIOS
|
PARTICULARS |
|
31.03.2011 |
31.03.2010 |
31.03.2009 |
|
PAT / Total Income |
(%) |
6.61
|
14.25
|
11.24 |
|
|
|
|
|
|
|
Net Profit Margin (PBT/Sales) |
(%) |
11.06
|
19.65
|
18.04 |
|
|
|
|
|
|
|
Return on Total Assets (PBT/Total Assets} |
(%) |
8.87
|
16.10
|
16.71 |
|
|
|
|
|
|
|
Return on Investment (ROI) (PBT/Networth) |
|
0.14
|
0.17
|
0.16 |
|
|
|
|
|
|
|
Debt Equity Ratio (Total Liability/Networth) |
|
1.07
|
0.20
|
0.09 |
|
|
|
|
|
|
|
Current Ratio (Current Asset/Current Liability) |
|
5.21
|
4.24
|
8.15 |
LOCAL AGENCY FURTHER INFORMATION
SUNDRY CREDITORS
DETAILS:
|
Particulars |
31.03.2011 |
31.03.2010 |
31.03.2009 |
|
|
(Rs. In Millions) |
||
|
|
|
|
|
|
Sundry Creditors |
|
|
|
|
- Creditors due others |
191.340
|
145.996
|
48.891 |
|
|
|
|
|
|
Total |
191.340
|
145.996
|
48.891 |
|
Sr. No. |
Check List by Info Agents |
Available in Report (Yes
/ No) |
|
1] |
Year of Establishment |
Yes |
|
2] |
Locality of the firm |
Yes |
|
3] |
Constitutions of the firm |
Yes |
|
4] |
Premises details |
No |
|
5] |
Type of Business |
Yes |
|
6] |
Line of Business |
Yes |
|
7] |
Promoter's background |
Yes |
|
8] |
No. of employees |
Yes |
|
9] |
Name of person contacted |
Yes |
|
10] |
Designation of contact person |
Yes |
|
11] |
Turnover of firm for last three years |
Yes |
|
12] |
Profitability for last three years |
Yes |
|
13] |
Reasons for variation <> 20% |
----- |
|
14] |
Estimation for coming financial year |
No |
|
15] |
Capital in the business |
Yes |
|
16] |
Details of sister concerns |
Yes |
|
17] |
Major suppliers |
No |
|
18] |
Major customers |
No |
|
19] |
Payments terms |
Yes |
|
20] |
Export / Import details (if applicable) |
Yes |
|
21] |
Market information |
----- |
|
22] |
Litigations that the firm / promoter
involved in |
----- |
|
23] |
Banking Details |
Yes |
|
24] |
Banking facility details |
Yes |
|
25] |
Conduct of the banking account |
----- |
|
26] |
Buyer visit details |
----- |
|
27] |
Financials, if provided |
Yes |
|
28] |
Incorporation details, if applicable |
Yes |
|
29] |
Last accounts filed at ROC |
Yes |
|
30] |
Major Shareholders, if available |
Yes |
|
31] |
Date of Birth of
Proprietor/Partner/Director, if available |
Yes |
|
32] |
PAN of Proprietor/Partner/Director, if
available |
No |
|
33] |
Voter ID No of Proprietor/Partner/Director,
if available |
No |
|
34] |
External Agency Rating, if available |
Yes |
FINANCIAL REVIEW
The topline of the
Company, which is contributed primarily by the Fragrance business, has
increased from 2520.400 Millions as on 31st March, 2010 to Rs.2754.100 Millions
representing an increase of 9.3% over the previous financial year. The
Directors expect that this upward trend in domestic sales of Fragrance will
continue in the coming years.
EBIDTA excluding
exceptional items and one off costs was Rs.673.000 Millions as against
Rs.618.600 Millions during the previous year representing a growth of 8.80%.
During the year, the working capital of the business was financed with bank
borrowings which led to interest cost of Rs.90.900 Millions as against Nil
borrowings during the previous year.
During the year,
there was unprecedented increase in raw material costs, particularly, essential
oils which was partly passed on to customers through increase in selling prices
with effect from January, 2011. A second selling price increase was implemented
in August, 2011.
The Company has
been able to export goods worth Rs.135.800 Millions as against Rs.211.800
Millions during the previous year. The fall in export realisation is mainly due
to servicing of exports of fragrances through Keva Fragrances Private Limited,
a 100% EOU and servicing of exports of chemicals thorugh K V Arochem Private
Limited, subsidiaries of the Company. With the transfer of all domestic
production to the Vashivali unit, the existing facilities in the Mulund unit
will be utilized by Keva Fragrances Private Limited, thereby consolidating the
fragrance export operations under one company. This shall be completed by
September, 2011.
STRATEGIC
ACQUISITION
The Company,
alongwith its subsidiary Keva Fragrances Private Limited, has acquired PFW
Aroma Chemicals B.V. (PFW), a Netherland-based major player in Flavours and Fragrances
sector, through Keva UK Limited, United Kingdom, an overseas subsidiary of the
Company. PFW, a company incorporated in 1914 in the
The Company is confident that the acquisition will go a long way in
consolidating the Aroma Chemical business of the group across the globe.
MERGER:
The Company had,
on 11th July, 2011, filed a Composite Scheme of Arrangement (the scheme) under
section 391 to 394 read with Section 78 and Sections 100 to 103 of the Act with
the Honble High Court of Judicature at Bombay, Mumbai for the merger of two
companies viz. Tridhaatu Estates Private Limited (Tridhaatu) and Amerigo
Holdings and Investment Private Limited (Amerigo) with the Company and for
financial restructuring within the Company. The Scheme was approved by the
Honble High Court of Judicature at
- The Authorised
Equity Share Capital of the Company stands increased from Rs.250.000 Millions
divided into 2,50,000 Equity Shares of Rs.1000/- each to Rs.310.000 Millions
divided into 2,50,000 Equity Shares of Rs. 1000/- each, 60,000 Equity Shares of
Rs.10/- each i.e. by Rs.60.000 Millions (divided into 60,00,000 Equity Shares
of Rs.10/- each) on account of combination of the Authorised Share Capital of
Tridhaatu amounting to Rs.1,00,00,000/- (divided into 10,00,000 Equity Shares
of Rs.10/- each) and the Authorised Share Capital of Amerigo amounting to
Rs.50.000 Millions (divided into
50,00,000 Equity Shares of Rs.10/- each) on account of merger.
- The Authorised
Share Capital of the Company is proposed to be re-classified re-classified from
Rs.1310.000 divided into 2,50,000 Equity Shares of Rs.1,000/- (Rupees One
Thousand only) each, 60,000 Equity Shares of Rs.10/- each and 10,00,000
Preference Shares of Rs.1,000/- each to 131,00,00,000/- divided into 2,50,000
Equity Shares of Rs.1,000/- each, 10,59,845 Preference Shares of
Rs.1,000/- each and 15,500 Preference
Shares of Rs.10/- each. Approval of the members is sought by way of passing of
special resolution in this regard as mentioned in the notice of the Annual
General Meeting (AGM) is proposed to be passed at the AGM of the Company. The
members are requested to approve the same.
- With effect from
the Appointed Date i.e. 2nd August, 2010, the Investment held by Amerigo in the
equity share capital of the Company stands cancelled and accordingly, the share
capital and reserves of the Company have been reduced to the extent of
Rs.1647.939 Millions representing the investment value of 22,475 equity shares
held by Amerigo as on the Appointed Date.
- Subject to the
approval of the members to the re-classification of Authorised Share Capital,
the unsecured lenders and inter-corporate depositors of Amerigo shall be
allotted 20,817 (Twenty Thousand Eight Hundred Seventeen) number of 0.1% CCPS C
of Rs.1,000/- (Rupees One Thousand Only) each at a premium of Rs. 29,000/- per
CCPS C in order to discharge their liability, with the fractional excess amount
of Rs.85,252/- to be settled in cash and the shareholders of Amerigo and
Tridhaatu shall be allotted 15,500 8% Redeemable Preference Shares of Rs.10/-
(Rupees Ten Only) each in the Company. Approval of the members is sought by way
of passing of special resolution in this regard as mentioned in the notice of
the Annual General Meeting (AGM) is proposed to be passed at the AGM of the
Company. The members are requested to approve the same.
- The Objects
Clause of the Memorandum of Association of the Company has been altered to
enable the Company to undertake the business of construction activities as a developer
and/or a contractor as also to enable the Company to undertake investment
business as per the scheme.
VASHIVALI OPERATIONS
Shift of
production from Mulund to Vashivali is now almost complete with the Chemical
Plant having started its commercial operations from September 2010. The Plant
is expected to be fully operational by the end of 2011.
With the
completion of the Chemical Plant installation, total Capex spent on Vashivali
is Rs.1041.400 Millions and no significant further capex is expected to be made
in this production site in the near future. Production capability of the plant
has ramped up significantly, the fragrance unit producing average 220 MT per
month YTD October 2011.
CONTINGENT
LIABILITIES NOT PROVIDED FOR
|
Particulars |
31.03.2011 |
31.03.2010 |
|
|
(Rs. In
Millions) |
|
|
|
|
|
|
a) Sales Tax (Department has filed an appeal against the order of
Tribunal in the High court, |
191.032 |
191.032 |
|
|
|
|
|
b) Income Tax (Company has filed an appeal against the order of
Assessing Officer to the CIT (Appeals). As per Notice Of Demand |
84.838 |
180.901 |
|
|
|
|
|
c) Counter guarantees given by |
|
|
|
Standard Chartered Bank Ltd |
0.300 |
0.300 |
|
ICICI Bank Ltd. |
0.212 |
0.212 |
|
State Bank of Travancore |
0.356 |
0.356 |
|
|
|
|
|
d) Corporate guarantees given for - |
|
|
|
Loan Taken by Subsidiary Company |
155.000 |
0.000 |
FORM 8:
|
This form is for |
Creation of
charge |
|
Corporate identity
number of the company |
U74999MH1955PTC009593 |
|
Name of the
company |
S H KELKAR AND
COMPANY PRIVATE LIMITED |
|
Address of the
registered office or of the principal place of business in |
|
|
Type of charge |
Book Debts Movable Property Floating Charge |
|
Particular of
charge holder |
HDFC Bank Limited HDFC Bank Housesenapati
Bapat Marg, Lower Parel West, Mumbai – 400013, |
|
Nature of
description of the instrument creating or modifying the charge |
Letter of
Hypothecation of Stocks and Book Debts between the Company and HDFC Bank
Limited dated July 15, 2011 |
|
Date of
instrument Creating the charge |
15/07/2011 |
|
Amount secured by
the charge |
Rs.250.000
Millions |
|
Brief particulars
of the principal terms and conditions and extent and operation of the charge |
Rate of Interest 13.50% p.a. i.e.
Base Rate + 400 bps or such other rate as may be intimated by Bank from time
to time. Terms of
Repayment Payable on demand
made by the Bank. Margin 25% margin on
stocks and receivables ; 25% margin on inventory; 25% margin on book debts Extent and
Operation of the charge First Pari passu
charge on stock and book debts of the Company both present and future to secure
the due repayment of the credit facilities
along with interest, costs,
charges and other dues that may any time hereafter become due and owing to the bank in respect
of and under the credit facilities |
|
Short particulars
of the property charged |
All the Stock in
trade both present and future consisting of raw materials, finished goods,
goods in process of manufacturing and other merchandise whatsoever being
moveable properties. All the Book
Debts, outstanding monies receivables, claims and bills. |
FIXED ASSETS:
·
Goodwill
·
Land
·
Buildings
·
R and D Building
·
Creative Centre – New R
and D Building
·
R and D Equipments
·
R and D Green House
·
Plant and Machinery
·
Motor Cars and Vehicles
·
Furniture and Fixtures
· Agricultural Implements
CMT REPORT (Corruption, Money Laundering & Terrorism]
The Public Notice information has been collected from various sources
including but not limited to: The Courts,
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.55.51 |
|
|
1 |
Rs.87.60 |
|
Euro |
1 |
Rs.69.15 |
INFORMATION DETAILS
|
Information
Gathered by : |
PJA |
|
|
|
|
Report Prepared
by : |
NIT |
SCORE & RATING EXPLANATIONS
|
SCORE FACTORS |
RANGE |
POINTS |
|
HISTORY |
1~10 |
6 |
|
PAID-UP CAPITAL |
1~10 |
5 |
|
OPERATING SCALE |
1~10 |
5 |
|
FINANCIAL CONDITION |
|
|
|
--BUSINESS SCALE |
1~10 |
5 |
|
--PROFITABILIRY |
1~10 |
5 |
|
--LIQUIDITY |
1~10 |
5 |
|
--LEVERAGE |
1~10 |
5 |
|
--RESERVES |
1~10 |
5 |
|
--CREDIT LINES |
1~10 |
4 |
|
--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 |
NO |
|
--OTHER MERIT FACTORS |
YES/NO |
YES |
|
TOTAL |
|
45 |
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 |
- |
This report is issued at your request without any
risk and responsibility on the part of MIRA INFORM PRIVATE LIMITED (MIPL)
or its officials.