MIRA INFORM REPORT

 

 

Report Date :

08.12.2012

 

IDENTIFICATION DETAILS

 

Name :

S H KELKAR AND COMPANY PRIVATE LIMITED (w.e.f. 18.05.2001)

 

 

Formerly Known As :

S H KELKAR AND COMPANY LIMITED

 

 

Registered Office :

Devkaran Mansion, 36, Mangaldas Road, Mumbai – 400002, Maharashtra

 

 

Country :

India

 

 

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

 

 

Line of Business :

Manufacturer of Aromatic Chemicals Flavours and Fragrances. 

 

 

No. of Employees :

260 (Approximately)

 

 

RATING & COMMENTS

 

MIRA’s Rating :

Ba (50) 

 

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

 

 

Payment Behaviour :

Usually Correct

 

 

Litigation :

Clear

 

 

Comments :

Subject is a part of Kelkar Group Company.

 

It is an established company having satisfactory track. The latest financial is missing from government department. However, company seem to be having strong capital base and support from its group company. Trade relations are reported to be fair. Business is active. Payments are reported to be usually correct and as per commitments.

 

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

 

NOTES:

 

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

 

 

ECGC Country Risk Classification List – June 30, 2012

 

Country Name

Previous Rating

(31.03.2012)

Current Rating

(30.06.2012)

India

A1

A1

 

Risk Category

ECGC Classification

Insignificant

 

A1

Low

 

A2

Moderate

 

B1

High

 

B2

Very High

 

C1

Restricted

 

C2

Off-credit

 

D

 

 

INDIAN ECONOMIC OVERVIEW

 

India is developing into an open-market economy, yet traces of its past autarkic policies remain. Economic liberalization, including industrial deregulation, privatization of state-owned enterprises, and reduced controls on foreign trade and investment, began in the early 1990s and has served to accelerate the country's growth, which has averaged more than 7% per year since 1997. India's diverse economy encompasses traditional village farming, modern agriculture, handicrafts, a wide range of modern industries, and a multitude of services. Slightly more than half of the work force is in agriculture, but services are the major source of economic growth, accounting for more than half of India's output, with only one-third of its labor force. India has capitalized on its large educated English-speaking population to become a major exporter of information technology services and software workers. In 2010, the Indian economy rebounded robustly from the global financial crisis - in large part because of strong domestic demand - and growth exceeded 8% year-on-year in real terms. However, India's economic growth in 2011 slowed because of persistently high inflation and interest rates and little progress on economic reforms. High international crude prices have exacerbated the government's fuel subsidy expenditures contributing to a higher fiscal deficit, and a worsening current account deficit. Little economic reform took place in 2011 largely due to corruption scandals that have slowed legislative work. India's medium-term growth outlook is positive due to a young population and corresponding low dependency ratio, healthy savings and investment rates, and increasing integration into the global economy. India has many long-term challenges that it has not yet fully addressed, including widespread poverty, inadequate physical and social infrastructure, limited non-agricultural employment opportunities, scarce access to quality basic and higher education, and accommodating rural-to-urban migration.

 

Source : CIA

 

 

EXTERNAL AGENCY RATING

 

Rating Agency Name

CRISIL

Rating

A

Rating Explanation

Having adequate degree of safety regarding timely servicing of financial obligation, it 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

 

 

LOCATIONS

 

Registered Office/ Export and Import Department  :

Devkaran Mansion, 36, Mangaldas Road, Mumbai – 400002, Maharashtra, India

Tel. No.:

91-22-22069609/ 22019130/ 22069620/ 29/ 30

Fax No.:

91-22-22081204

E-Mail :

shkexp@bom2.vsnl.net.in

shkelkar@shkelkar.com

t_chakrabarty@shkelkar.com

deeptichandratre@shkelkar.com

export@skkelkar.com

limayeal@yahoo.co.in

ravi@bollardstrategic.com

dixit@blackstone.com

amit.dalmia@blackstone.com

Website :

www.shkelkar.com

Location :

Owned

 

 

Corporate Office :

Lal Bahadur Shastri Marg, Near Balrajeshwar Temple, Mulund (West), Mumbai – 400080, Maharashtra, India

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, Maharashtra, India

Tel. No.:

91-2192-250628/ 30/ 250452/ 3

Fax No.:

91-2192-252753

Email:

salesvv@shkelkar.com

 

 

Sales Office :

Devkaran Mansion, 51/53, Shamaldas Gandhi Marg, Mumbai – 400002, Maharashtra, India

Tel No :

91-22-22019130/ 22019198

Email :

shkit@vsnl.com

marketing@shkelkar.com

 


 

DIRECTORS

 

(AS ON 27.09.2012)

 

Name :

Mr. Ramesh Vinayak Vaze

Designation :

Managing Director

Address :

L.B.S. Marg, Mulund (West), Mumbai – 400 080, Maharashtra, India

Date of Birth/Age :

30.04.1941

Qualification :

B. Sc

Date of Appointment :

11.02.1981

DIN No.:

00509751

 

 

Name :

Mrs. Prabha Ramesh Vaze

Designation :

Director

Address :

Bal Rajeshwar Road, Mulund (West), Mumbai – 400 080, Maharashtra, India

Date of Birth/Age :

19.06.1946

Date of Appointment :

29.10.1980

DIN No.:

00509817

 

 

Name :

Mr. Kedar Ramesh Vaze

Designation :

Director

Address :

Bal Rajeshwar Road, Mulund (West), Mumbai – 400 080, Maharashtra, India

Date of Birth/Age :

12.11.1973

Qualification :

M. Sc., DMS

Date of Appointment :

04.09.201

 

 

Name :

Mr. Amit Dixit

Designation :

Director

Address :

Thakur Nivas, Flat No.21, 173 Jamshedji Tata Road, Churchgate, Mumbai – 400020, Maharashtra, India

Date of Birth/Age :

26.01.1973

Date of Appointment :

27.09.2012

DIN No.:

01798942

 

 

Name :

Mr. Amit Dalmia

Designation :

Director

Address :

Flat No.94, Building 4-A, Kalpataru Estate, JVLR, Andheri (East), Mumbai – 400093, Maharashtra, India 

Date of Birth/Age :

30.10.1975

Date of Appointment :

27.09.2012

DIN No.:

05313886

 

 

KEY EXECUTIVES

 

Name :

Mrs. Deepti Pramod Parkar

Designation :

Company Secretary

Address :

3, Om Ramanand CHS, Savarkar Road, Dombivli – 421001, Maharashtra, India

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

Qualification :

B. Tech., PGDBM

 

 

Name :

Mr. Soumitra Bose

Designation :

Group Chief Financial Officer

Qualification :

B. Com, ACA, AICWA

 

 

Name :

Mr. Vivek Kulkarni

Designation :

Head International Business

Qualification :

B. Tech, PGDBM

 

 

MAJOR SHAREHOLDERS / SHAREHOLDING PATTERN

 

(AS ON 27.09.2012)

 

Names of Shareholders

 

 

No. of Shares

 

 

 

 

Prabha Vaze

 

7677

Ramesh Vaze

 

11665

Kedar Vaze

 

11322

Aditi Vaze

 

1269

Ramesh Vaze (as Karta of Ramesh Vaze HUF)

 

7675

Kedar Vaze (as Karta of Kedar Vaze HUF)

 

6503

Ramesh Vaze Family Trust

 

3045

Prabha Vaze Family Trust

 

3045

KNP Industries Pte. Limited

 

10424

V G Vaze Charity Trust

 

2030

Kelkar Investment Company Private Limited

 

12918

Blackstone Capital Partners (Singapore) VI FDI Two Pte. Limited

 

31692

Blackstone Family Investment Partnership (Singapore) VI-ESC FDI Two Pte. Limited

 

207

Aachman Vanijya Private Limited

 

1200

Acme Polytwist Private Limited

 

1200

Sri Agraganya Investment and Advisers Private Limited

 

600

Global Mercantile Private Limited

 

2400

Linton Engineering Services Private Limited

 

2400

Plant Lipids Private Limited

 

2124

Rashmi Pathak

 

588

Rajeev Pathak HUF

 

336

 

 

 

Total

 

 

120320

 

(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, Singapore

 

2400

Radhabhai Vaze Family trust

 

2400

V G Charity Trust

 

1600

Kelkar Investment Company Private Limited, India

 

8467

 

 

 

Total

 

 

51880

 

 

Names of Shareholders (Preference Shares)

 

 

 

No. of Shares

 

 

 

 

Wayzata II Indian Ocean Limited, Mauritius

(Cumulative Compulsorily Convertible Preference Shares of Class A)

 

540000

KNP Industries Pte. Limited, Singapore

(Cumulative Compulsorily Convertible Preference Shares of Class B)

 

460000

 

 

 

Total

 

 

1000000

 

 

(AS ON 30.09.2012)

Equity Shares Break – up

 

Category

 

Percentage

 

 

 

Bodies corporate

 

54.16

Directors or relatives of directors

 

27.31

Other top fifty shareholders

 

18.53

 

 

 

Total

 

 

100.00

 

 

BUSINESS DETAILS

 

Line of Business :

Manufacturer of Aromatic Chemicals Flavours and Fragrances. 

 

 

Products :

Products Description

Item Code No.

 

Organic Chemicals

29.00

Fragrances

33.02

 

 

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

 

 

No. of Employees :

260 (Approximately)

 

 

Bankers :

·         HDFC Bank Limited

HDFC Bank House, Senapati Bapat Marg, Lower Parel (West), Mumbai – 400013, Maharashtra, India

 

·         Standard Chartered Grindlays Bank Limited

90, Mahatma Gandhi Road, Mumbai - 400 001, Maharashtra, India

 

·         The Sangli Bank Limited,

Mumbai Branch, Sangli Bank Building, 296, Perin Nariman Street, Mumbai - 400 001, Maharashtra, India

 

·         Standard Chartered Bank,

123/125, M. G. Road, Fort, Mumbai – 400 001, Maharashtra, India

 

·         ICICI Bank Limited

Landmarkrace Cource Circle, Alkapuri, Baroda – 390015, Gujarat, India

 

 

Facilities :

Secured Loans

31.03.2011

31.03.2010

 

 

(Rs. In Millions)

 

 

 

Rupee term loans banks secured

173.365

0.000

Other external commercial borrowings secured

587.706

0.000

Working capital loans banks secured

805.672

0.000

Other Debt Secured

172.923

0.000

 

 

 

Total

 

1739.666

0.000

 

 

Unsecured Loans

31.03.2011

31.03.2010

 

 

(Rs. In Millions)

 

 

 

Other Debt Unsecured

195.048

0.000

 

 

 

Total

 

195.048

0.000

 

 

 

Banking Relations :

--

 

 

Auditors :

 

Name :

Batliboi and Purohit

Chartered Accountants  

Address :

National Insurance Building, 204, Dr. Dadabhai Naoroji Road, Mumbai - 400001, Maharashtra, India

Tel. No.:

91-22-22077941/ 42

Website :

www.batliboipurohit.com

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, United Kingdom

- PFW Aroma Chemicals B.V., Netherlands (Step-down subsidiary)

- Keva Chemicals Private Limited (Step-down subsidiary)

 

 

Group Company :

  • Keva Flavours Private Limited (U15134MH1980PTC023361)

(Flavours Manufacturing Unit)

Address: Lal Bahadur Shastri Marg, Near Balrajeshwar Temple, Mulund (West), Mumbai-400080, Maharashtra, India

Tel No.: 91-22-21643300

Fax No.:91-22-21644300

Email: kevaflavours@shkelkar.com

 

  • Keva Fragrances Private Limited (U24244MH1980PTC023362)

(100% Export Oriented Unit)

Address: C.T.S. No. 635, 637, Bal Rajeshwar Road, Mulund (West), Mumbai-400080, Maharashtra, India

Tel No.: 91-22-21649350/ 53

Fax No.: 91-22-21645271

Email: keva@bom5.vsnl.net.in

       Website: www.kevafragrances.com

 

  • K. V. Arochem Private Limited (U24110MH1978PTC020545)

Address: Plot No. 170 to 175, GIDC Industrial Estate, Vapi-396195, Gujarat, India

Tel No.: 91-260-2430699 / 2420799

Fax No.: 91-260-2430499

Website: www.kvarochem.com

 

  • Keva Biotech Private Limited (U01117MH1999PTC120240)

Address: Lal Bahadur Shastri Marg, Near Balrajeshwar Temple, Mulund (West), Mumbai-400080, Maharashtra, India

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 Netherlands

Tel No.: +31-342407700/10

Fax No.: +31-342407720

Email : pfw@pfw.nl

Website: www.pfw.nl 

 

 

CAPITAL STRUCTURE

 

(AS ON 27.09.2012)

 

Authorised Capital :

No. of Shares

Type

Value

Amount

 

 

 

 

250000

Equity Shares

Rs.1000/- each

Rs.250.000 Millions

1059845

Preference Shares

Rs.1000/- each

Rs.1059.845 Millions

15500

Preference Shares

Rs.10/- each

Rs.0.155 Million

 

 

 

 

 

Total

 

 

Rs.1310.000 Millions

 

Issued, Subscribed & Paid-up Capital:

No. of Shares

Type

Value

Amount

 

 

 

 

120320

Equity Shares

Rs.1000/- each

Rs.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

 

 

 

 

 

Manufacturing and Other 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

 

 

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

No

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 Netherlands, is an ISO 9001:2008 certified Company having a turnover of over Euro 25 Million in Aroma Chemicals Business. PFW has a manufacturing site admeasuring about 14,000 Sq. Mtrs. at Barneveld in Netherlands and is a global leader in manufacture of Tonalid Polycyclic Musk (PCM). The financing of this acquisition is primarily out of the ECB loan of USD 13.5 Million availed by the Company from Standard Chartered Bank, United Kingdom.

 

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 Bombay, Mumbai vide order dated passed on 21st October, 2011. The effect of the merger is as under:

 

- 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, Bombay.)

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 India of the company

Devkaran Mansion 36, Mangaldas Road, Mumbai – 400002, Maharashtra, India

shkelkar@shkelkar.com

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, Maharashtra, India

praveen.KV@hdfcbank.com

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, India Prisons Service, Interpol, etc.

 

1]         INFORMATION ON DESIGNATED PARTY

No

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.54.20

UK Pound

1

Rs.86.99

Euro

1

Rs.70.22

 

 

INFORMATION DETAILS

 

Information Gathered by :

PJA

 

 

Report Prepared by :

NIT

 

 

SCORE & RATING EXPLANATIONS

 

SCORE FACTORS

 

RANGE

POINTS

HISTORY

1~10

5

PAID-UP CAPITAL

1~10

5

OPERATING SCALE

1~10

6

FINANCIAL CONDITION

 

 

--BUSINESS SCALE

1~10

6

--PROFITABILIRY

1~10

6

--LIQUIDITY

1~10

5

--LEVERAGE

1~10

5

--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

NO

--OTHER MERIT FACTORS

YES/NO

YES

TOTAL

 

50

 

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.