MIRA INFORM REPORT

 

 

Report Date :

19.03.2012

 

IDENTIFICATION DETAILS

 

Name :

MORARJEE TEXTILES LIMITED

 

 

Registered Office :

Peninsula Spenta, Mathuradas Mills Compound, Senapati Bapat Marg, Lower Parel, Mumbai – 400013, Maharashtra

 

 

Country :

India

 

 

Financials (as on) :

31.03.2011

 

 

Date of Incorporation :

14.07.1995

 

 

Com. Reg. No.:

11-090643

 

 

Capital Investment / Paid-up Capital :

Rs. 613.324 Millions

 

 

CIN No.:

[Company Identification No.]

L52322MH1995PLC090643

 

 

TAN No.:

[Tax Deduction & Collection Account No.]

MUMM09765A

 

 

Legal Form :

Public Limited Liability Company. The Company’s Shares are Listed on the Stock Exchange.

 

 

Line of Business :

Manufacturer of Cotton Woven Fabrics

 

 

No. of Employees :

Not Available

 

 

RATING & COMMENTS

 

MIRA’s Rating :

B (28)

 

RATING

STATUS

PROPOSED CREDIT LINE

26-40

B

Capability to overcome financial difficulties seems comparatively below average.

Small

 

Maximum Credit Limit :

USD 3100000

 

 

Status :

Moderate

 

 

Payment Behaviour :

Slow

 

 

Litigation :

Clear

 

 

Comments :

Subject is an established company having moderate track. Profitability of the company appears to be low. However, trade relations are reported as fair. Business is active. Payments are reported to be slow.

 

The company can be considered for business dealings with some cautions.

 

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 – September 30, 2011

 

Country Name

Previous Rating

(30.06.2011)

Current Rating

(30.09.2011)

India

A1

A1

 

Risk Category

ECGC Classification

Insignificant

 

A1

Low

 

A2

Moderate

 

B1

High

 

B2

Very High

 

C1

Restricted

 

C2

Off-credit

 

D

 

 

LOCATIONS

 

Registered Office :

Peninsula Spenta, Mathuradas Mills Compound, Senapati Bapat Marg, Lower Parel, Mumbai – 400013, Maharashtra

Tel. No.:

91-22-66154651/52/53

Fax No.:

91-22-66154593

E-Mail :

hvala@ashokpiramalgroup.com

Website :

www.morarjeetextiles.com

 

 

Factory 1 :

G – 2, MIDC Industrial Estate, Post Salaidhaba, Butibori, Nagpur – 441108, Maharashtra, India

Tel. No.:

91-7104-265704/708/514/519

Fax No.:

91-7104-265703/508

 

 

Overseas Sales Office :

Corso Italia, 62-20025 Legnano (Mi) – Italy

Tel. No.:

39-331-455028

Fax No.:

39-331-545026

E-Mail :

morarjee@morarjeeinternational.com

 

 

Processing Unit:

Plot No. 101/102, 19th Street, MIDC Area, Satpur, Nashik 422007, Maharashtra, India

Email:

amtrac_nsk@sancharnet.in

 

 

Mumbai Liasioning Office :

104, Bayside Mall, 35, C.M.M. Malviya Marg, Tardeo Road, Haji Ali, Mumbai 400 034, Maharashtra, India

 

 

DIRECTORS

 

AS ON 31.03.2011

 

Name :

Ms. Urvi A Piramal

Designation :

Chairperson

Other Directorship held

  • Ashok Piramal Management Corporation Limited
  • G. P. Electronics Limited
  • Just Textiles Limited
  • Peninsula Land Limited
  • Peninsula Trustee Limited

 

 

 

Name :

Mr. Harshvardhan A Piramal

Designation :

Executive Vice Chairman

Other Directorship held

  • Ashok Piramal Management Corporation Limited
  • Fabritex Exports Private Limited
  • Integra Apparels & Textiles Private Limited
  • Just Textiles Limited
  • Peninsula Facility Management Services Private Limited
  • Peninsula Mega Properties Private Limited
  • Pranit Consultants Private Limited

 

 

 

Name :

Mr. Mahesh S Gupta

Designation :

Director

Date of Birth/Age:

30.06.1956

Date of Appointment :

19.01.2006

Qualification :

B.Com, Chartered Accoutant, Company Secretary and Law Graduate

Profile and Expertise

 

Mr. Gupta has over 3 decades of professional experience in business management and in all aspects of Corporate Finance such as treasury management, mergers and acquisitions, strategic planning, direct taxation,

company law matters, etc.

 

Mr Gupta was awarded the CFO of the Year Award (2001), Special Commendation for Financial Excellence (Mergers & Acquisitions Category) by IMA (formerly known as EIU), New Delhi.

 

Shareholding in the Company

 

Mr. Mahesh Gupta does not hold any equity shares of the Company.

 

Directorship and committee memberships (excluding Morarjee Textiles Limited)

 

Directorships

 

  • Ashok Piramal Management Corporation Limited
  • Arrow Webtex Limited
  • Brabourne Enterprises Limited
  • Ceat Limited
  • City Parks Private Limited
  • Champs Elysee Enterprises Private Limited
  • Peninsula Land Limited
  • Peninsula Investment Management Company Limited
  • Peninsula Pharma Research Centre Private Limited
  • RPG Life Sciences Limited

 

Chairman of Board Committees

 

  • RPG Life Sciences Limited - Investors Grievance Committee
  • Brabourne Enterprises Limited – Investors Grievance Committee

 

Member of Board Committees

 

  • RPG Life Sciences Limited - Audit Committee
  • Brabourne Enterprises Limited - Audit Committee
  • Ceat Limited - Audit Committee
  • Ceat Limited - Investors Grievance Committee
  • Peninsula Investment Management Company Limited - Audit Committee

 

 

Name :

Mr. Pradipta Mohapatra

Designation :

Director

Other Directorship held

  • Spencer International Hotels Limited
  • Saregama India Limited
  • RPG Telephone Limited
  • Basic Tele Services Limited
  • Zensar Technologies Limited
  • Brabourne Enterprises Limited
  • Zensar OBT Technologies Limited
  • Executive & Business Coaching Foundation India Limited

 

 

 

Name :

Mr. Aditya Mangaldas

Designation :

Director

Date of Birth/Age:

16.09.1963

Date of Appointment :

18.02.2005

Qualification :

Mechanical Engineer from L.D. College of Engineering, MBA from Babson College USA

Profile and Expertise:

Mr Aditya Mangaldas has professional expertise in finance and business strategy. He also has a wide experience in the Textile Industry.

 

He has been the Chairman and Managing Director of The Victoria Mills Ltd. since October, 1999. Mr. Mangaldas is actively involved in organizations involved in housing and caring for children with serious chronic diseases.

 

Shareholding in the Company.

 

Mr. Aditya Mangaldas does not hold any equity shares of the Company.

Directorship and committee memberships (excluding Morarjee Textiles Limited)

 

Directorships

 

  • The Victoria Mills Limited
  • Arrow Webtex Limited

 

Chairman of Board Committees

 

  • Arrow Webtex Limited - Audit Committee

 

 

Name :

Mr. Ranjan Sanghi

Designation :

Director

Other Directorship held

  • Amzel Automotive Limited
  • Bajaj Auto Finance Limited
  • Borax Morarjee Limited
  • HDFC Trustee Company Limited
  • Kemp & Company Limited
  • Bagalkot Cement & Industries Limited
  • Suraj Sanghi Finance Limited

 

 

 

Name :

Mr. Shobhan Thakore

Designation :

Director

Other Directorship held

  • Alkyl Amines Chemicals Limited
  • Bharat Forge Limited
  • Cambridge Solutions Limited
  • Camphor and Allied Products Limited
  • Carraro PNH Components (India) Private Limited
  • Uni Deritend Limited
  • Uni Klinger Limited

 

 

 

Name

Mr. R.K. Rewari

Designation :

CEO and Executive Director

 

 

KEY EXECUTIVES

 

Name :

Mr. S C Kashimpuria

Designation :

Head Finance and Accounts

 

 

Name :

Ms. Karina Vaz

Designation :

Deputy Company Secretary

 

 

MAJOR SHAREHOLDERS / SHAREHOLDING PATTERN

 

AS ON 31.12.2011

 

http://www.bseindia.com/images/clear.gif
 


Category of Shareholder

No. of Shares

 % of No. of Shares

http://www.bseindia.com/images/clear.gifhttp://www.bseindia.com/images/clear.gif(1) Indian

 

 

Individuals / Hindu Undivided Family

105,529

0.29

Any Others (Specify)

23,102,106

63.59

http://www.bseindia.com/images/clear.gifhttp://www.bseindia.com/images/clear.gifhttp://www.bseindia.com/images/clear.gifhttp://www.bseindia.com/images/clear.gifhttp://www.bseindia.com/images/clear.gifhttp://www.bseindia.com/images/clear.gifhttp://www.bseindia.com/images/clear.gifhttp://www.bseindia.com/images/clear.gifhttp://www.bseindia.com/images/clear.gifhttp://www.bseindia.com/images/clear.gifhttp://www.bseindia.com/images/clear.gif ESOP / ESOS

1,511,994

4.16

Trusts

21,590,112

59.42

Sub Total

23,207,635

63.88

(2) Foreign

 

 

http://www.bseindia.com/images/clear.gifhttp://www.bseindia.com/images/clear.gifhttp://www.bseindia.com/images/clear.gifhttp://www.bseindia.com/images/clear.gifhttp://www.bseindia.com/images/clear.gifhttp://www.bseindia.com/images/clear.gif Total shareholding of Promoter and Promoter Group (A)

23,207,635

63.88

(B) Public Shareholding

 

 

(1) Institutions

 

 

Mutual Funds / UTI

2,711

0.01

http://www.bseindia.com/images/clear.gifhttp://www.bseindia.com/images/clear.gifhttp://www.bseindia.com/images/clear.gifhttp://www.bseindia.com/images/clear.gifhttp://www.bseindia.com/images/clear.gifhttp://www.bseindia.com/images/clear.gifhttp://www.bseindia.com/images/clear.gifhttp://www.bseindia.com/images/clear.gif Financial Institutions / Banks

3,061

0.01

Insurance Companies

1,938,286

5.33

Foreign Institutional Investors

1,135

-

Sub Total

1,945,193

5.35

http://www.bseindia.com/images/clear.gifhttp://www.bseindia.com/images/clear.gifhttp://www.bseindia.com/images/clear.gifhttp://www.bseindia.com/images/clear.gifhttp://www.bseindia.com/images/clear.gifhttp://www.bseindia.com/images/clear.gifhttp://www.bseindia.com/images/clear.gifhttp://www.bseindia.com/images/clear.gif(2) Non-Institutions

 

 

Bodies Corporate

2,783,888

7.66

Individuals

 

 

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

4,859,490

13.38

http://www.bseindia.com/images/clear.gifhttp://www.bseindia.com/images/clear.gifhttp://www.bseindia.com/images/clear.gifhttp://www.bseindia.com/images/clear.gifhttp://www.bseindia.com/images/clear.gif Individual shareholders holding nominal share capital in excess of Rs. 0.100 million

3,339,537

9.19

Any Others (Specify)

196,606

0.54

Non Resident Indians

194,435

0.54

Clearing Members

2,171

0.01

http://www.bseindia.com/images/clear.gifhttp://www.bseindia.com/images/clear.gifhttp://www.bseindia.com/images/clear.gif Sub Total

11,179,521

30.77

Total Public shareholding (B)

13,124,714

36.12

Total (A)+(B)

36,332,349

100

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

-

-

http://www.bseindia.com/images/clear.gifhttp://www.bseindia.com/images/clear.gifhttp://www.bseindia.com/images/clear.gif(1) Promoter and Promoter Group

-

-

(2) Public

-

-

Sub Total

-

-

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

36,332,349

-

 

 

BUSINESS DETAILS

 

Line of Business :

Manufacturer of Cotton Woven Fabrics

 

 

Products :

ITC CODE NO.

PRODUCT DESCRIPTIONS

520880

Cotton Woven Fabric

 

PRODUCTION STATUS (AS ON 31.03.2011)

 

Particulars

Unit

Installed Capacity

Actual Production

Looms

Nos.

248

--

Spindles

Nos.

31568

--

Commercial Production

Pcs.

2400000

--

Finished Fabrics

Mtrs. (Lac)

--

198.68

Yarn

Tons

--

1051.92

Finished Fabrics Shirt

Nos. (Lac)

--

17.08

 

 

GENERAL INFORMATION

 

No. of Employees :

Not Available

 

 

Bankers :

·         Allahabad Bank

·         Export - Import Bank of India

·         AXIS Bank Limited

·         IDBI Bank Limited

·         Saraswat Co-operative Bank Limited

·         Yes Bank Limited

·         Corporation Bank

 

 

Facilities :

Secured Loan

 

Rs. In Millions

31.03.2011

Rs. In Millions

31.03.2010

Term Loan from Bank

(Secured by a 1st pari passu charge on the movable assets including its movable plant and machinery, spare, tools and accessories, secured by a pari passu equitable mortgage on company’s immovable properties at Butibori, Nagpur and 2nd pari passu charge by way of hypothecation of Current Assets of the Company viz., Raw Materials, Stock-in-Process, Finished Goods, Consumable Store and Spares, Book debts and other movable both present and future in respect of Rs.1054.371 Millions) (Previous year Rs.559.412 Millions)

 

- Secured by first charge on the present and future movable and immovable fixed assets at Bangalore, Karnataka of the Company in respect of Rs. 151.755 Millions (Previous year Rs.194.472 Millions)

1206.126

753.884

Term Loan from Financial Institution

(Secured by way of Equitable Mortgage on Company’s Immovable Properties at Butibori, Nagpur and by a charge created on Company’s movable assets including its movable plant and Machinery spares, tools and accessories , both present and future, subject to prior charge of Company’s Bankers)

0.000

6.250

Cash Credit / Packing Credit from Banks

(Secured by way of hypothecation of Current Assets of the Co. viz., Raw Materials, Stock - In - Process, Finished Goods, consumables store and spares, book debts and other movable both present and future and secured by pari passu second charge created on Company’s movable assets including its movable plant and machinery, spares, tools and accessories both present and future)

809.251

778.308

 

 

 

Total

2015.377

1538.442

 

 

 

Unsecured Loan

 

Rs. In Millions

31.03.2011

Rs. In Millions

31.03.2010

Bodies Corporate

458.744

944.768

Others

0.000

7.852

 

 

 

Total

458.744

952.620

 

 

 

Banking Relations :

--

 

 

Statutory Auditors :

 

Name :

Shah and Company

Chartered Accountants

 

 

Branch Auditors :

 

Name :

D. Dadhech and Company

Chartered Accountants

 

 

Joint Ventures :

·         Morarjee Castiglioni (India) Private Limited

·         Just Textiles Limited

 

 

Subsidiaries :

·         Morarjee International s.r.l.

·         Integra Apparels and Textiles Limited (previous year up to 31.12.2009)

·         Mens Club s.p.a.

 

 

Enterprises over which Directors/Key Management Personnel exercise significant influence :

·         Peninsula Land Limited

·         Ashok Piramal Management Corporation Limited.

·         Morarjee Goculdas Spg. and Wvg. Company Private Limited (Formerly Morarjee Legler Private Limited)

·         Peninsula Facility Management Services Limited

·         Ashok G. Piramal Trust

 

 

 

 

CAPITAL STRUCTURE

 

AS ON 31.03.2011

 

Authorised Capital :

 

No. of Shares

Type

Value

Amount

 

 

 

 

45000000

Equity Shares

Rs.10/- each

Rs. 450.000 Millions

2500000

Redeemable Cumulative Non Convertible Preference Shares

Rs.100/- each

Rs. 250.000 Millions

 

Total

 

Rs. 700.000 Millions

 

Issued, Subscribed & Paid-up Capital :

 

No. of Shares

Type

Value

Amount

 

 

 

 

36332349

Equity Shares

Rs.10/- each

Rs. 363.324 Millions

2500000

Redeemable Cumulative Non Convertible Preference Shares

Rs.100/- each

Rs. 250.000 Millions

 

Total

 

Rs. 613.324 Millions

 

Notes:

 

10,00,000 (Previous year 10,00,000) 5 % Redeemable Cumulative Non- Convertible Preference Shares of Rs.100/- each Redeemable anytime between 15th November, 2014 and 15th November, 2019 at the option of the Company.

 

15,00,000 (Previous year - Nil) 9% Redeemable Cumulative Non- Convertible Preference Shares of Rs.100/- each. These Preference Shares are redeemable on the expiry of 5 years from the date of allotment with an option for the company for early redemption not before 18 months from the date of allotment.

 

 

 


 

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

613.324

463.324

281.695

2] Share Application Money

0.000

0.000

0.000

3] Reserves & Surplus

164.413

416.376

335.380

4] (Accumulated Losses)

0.000

(297.771)

(320.225)

NETWORTH

777.737

581.929

296.850

LOAN FUNDS

 

 

 

1] Secured Loans

2015.377

1538.442

1321.065

2] Unsecured Loans

458.744

952.620

784.407

TOTAL BORROWING

2474.121

2491.062

2105.472

DEFERRED TAX LIABILITIES

0.000

0.000

0.000

 

 

 

 

TOTAL

3251.858

3072.991

2402.322

 

 

 

 

APPLICATION OF FUNDS

 

 

 

 

 

 

 

FIXED ASSETS [Net Block]

2237.370

2359.049

1482.347

Capital work-in-progress

3.393

0.930

6.750

 

 

 

 

INVESTMENT

86.617

86.592

255.356

DEFERREX TAX ASSETS

0.000

0.000

0.000

 

 

 

 

CURRENT ASSETS, LOANS & ADVANCES

 

 

 

 

Inventories

671.893
583.159
471.890

 

Sundry Debtors

489.047
403.526
426.388

 

Cash & Bank Balances

16.542
12.734
13.824

 

Other Current Assets

0.000
0.000
0.000

 

Loans & Advances

306.798
354.106
272.752

Total Current Assets

1484.280

1353.525

1184.854

Less : CURRENT LIABILITIES & PROVISIONS

 

 

 

 

Sundry Creditors

399.249
553.362
357.298

 

Other Current Liabilities

135.399
147.438
150.060

 

Provisions

25.154
26.305
19.627

Total Current Liabilities

559.802

727.105

526.985

Net Current Assets

924.478
626.420
657.869

 

 

 

 

MISCELLANEOUS EXPENSES

0.000

0.000

0.000

 

 

 

 

TOTAL

3251.858

3072.991

2402.322

 


PROFIT & LOSS ACCOUNT

 

 

PARTICULARS

31.03.2011

31.03.2010

31.03.2009

 

SALES

 

 

 

 

 

Income

3300.328

2546.827

2035.844

 

 

Other Income

0.986

0.085

0.371

 

 

TOTAL                                     (A)

3301.314

2546.912

2036.215

 

 

 

 

 

Less

EXPENSES

 

 

 

 

 

Material Consumed

1444.525

930.477

600.124

 

 

Manufacturing Expenses

850.580

845.916

720.694

 

 

Employees Cost

369.412

246.483

181.834

 

 

Administrative Expenses

344.746

305.718

322.078

 

 

Forex Loss / (Gain)

(57.904)

(25.686)

178.683

 

 

Increase/(Decrease) in Finished Goods

(106.509)

(72.310)

42.371

 

 

TOTAL                                     (B)

2844.850

2230.598

2045.784

 

 

 

 

 

Less

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

456.464

316.314

(9.569)

 

 

 

 

 

Less

FINANCIAL EXPENSES                         (D)

257.968

229.761

204.518

 

 

 

 

 

 

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

198.496

86.553

(214.087)

 

 

 

 

 

Less/ Add

DEPRECIATION/ AMORTISATION                     (F)

152.185

123.397

105.096

 

 

 

 

 

 

Exceptional Items

0.000

0.000

58.725

 

 

 

 

 

 

PROFIT / (LOSS) BEFORE TAX (E-F)                 (G)

46.311

(36.844)

(377.908)

 

 

 

 

 

Less

TAX                                                                  (H)

0.000

0.664

2.810

 

 

 

 

 

 

PROFIT / (LOSS) AFTER TAX (G-H)                  (I)

46.311

(37.508)

(380.718)

 

 

 

 

 

Add

PREVIOUS YEARS’ BALANCE BROUGHT FORWARD

(508.375)

(470.867)

(90.149)

 

 

 

 

 

Less

Set-off against Share Premium Account as per order from the Hon’able Bombay High Court

415.873

0.000

0.000

 

 

 

 

 

 

BALANCE CARRIED TO THE B/S

(46.191)

(508.375)

(470.867)

 

 

 

 

 

 

EARNINGS IN FOREIGN CURRENCY

 

 

 

 

 

Export Earnings

1793.499

1435.901

1249.546

 

TOTAL EARNINGS

1793.499

1435.901

1249.546

 

 

 

 

 

 

IMPORTS

 

 

 

 

 

Raw Materials

44.024

141.274

130.886

 

 

Consumables

22.631

43.470

0.000

 

 

Capital Goods

6.041

5.267

10.936

 

 

Others

0.000

0.000

25.348

 

TOTAL IMPORTS

72.696

190.011

167.170

 

 

 

 

 

 

Earnings / (Loss) Per Share (Rs.)

0.98

(1.67)

(18.04)

 

QUARTERLY RESULTS

 

PARTICULARS

30.06.2011

 

30.09.2011

31.12.2011

 

1st Quarter

2nd Quarter

3rd Quarter

Net Sales

858.800

817.700

843.400

Total Expenditure

763.800

726.000

757.800

PBIDT (Excl OI)

95.000

91.700

85.600

Other Income

22.800

23.200

0.000

Operating Profit

117.800

114.900

85.600

Interest

73.400

74.400

74.800

Exceptional Items

0.000

0.000

0.000

PBDT

44.400

40.500

10.800

Depreciation

38.400

38.800

38.800

Profit Before Tax

6.000

1.700

(28.000)

Tax

0.000

0.000

0.000

Provisions and contingencies

0.000

0.000

0.000

Profit After Tax

6.000

1.700

(28.000)

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

6.000

1.700

(28.000)

 

KEY RATIOS

 

PARTICULARS

 

 

31.03.2011

31.03.2010

31.03.2009

PAT / Total Income

(%)

1.40

(1.47)

(18.70)

 

 

 

 

 

Net Profit Margin

(PBT/Sales)

(%)

1.40

(1.45)

(18.56)

 

 

 

 

 

Return on Total Assets

(PBT/Total Assets}

(%)

1.24

(0.99)

(14.17)

 

 

 

 

 

Return on Investment (ROI)

(PBT/Networth)

 

0.06

(0.06)

(1.27)

 

 

 

 

 

Debt Equity Ratio

(Total Liability/Networth)

 

3.90

5.53

8.87

 

 

 

 

 

Current Ratio

(Current Asset/Current Liability)

 

2.65

1.86

2.25

 

 

LOCAL AGENCY FURTHER INFORMATION

 

OPERATIONS HIGHLIGHTS – STANDALONE

 

During the year, the total income of the Company was Rs. 3407.823 Millions as against Rs. 2619.222 Millions in the previous year, an increase of 30.11%. The year ended at a profit of Rs. 46.311 Millions as against the loss of Rs. 37.508 Millions in the previous year.

 

The figures for the current financial year are not strictly comparable with the previous financial year because the previous year includes financials of Integra, a division of the Company for only three months i.e., from 1st January

 

2010 to 31st March 2010 as Integra Apparels and Textiles Limited got amalgamated with the Company with effect

from 1st January 2010.

 

DETAILS OF VARIOUS SUBSIDIARY COMPANIES ARE AS UNDER:

 

Morarjee International s.r.l.

 

Morarjee International s.r.l., the Company’s 100% subsidiary continued to perform well in the highly demanding European premium fabric market.

 

Men’s Club s.p.a.

 

Men’s Club s.p.a. is under Voluntary Liquidation and a Liquidator has been appointed to oversee its affairs.

 

JOINT VENTURES

 

Just Textiles Limited (“JTL”)

 

During the year, JTL has achieved a turnover of Rs. 447.323 Millions as against Rs.429.802 Millions in the previous year, an increase of 4.08%. Profit before tax is Rs.12.924 Millions as against Rs.5.688 Millions the previous year.

 

MANAGEMENT DISCUSSION AND ANALYSIS

 

Global textile scenario

 

During the financial year 2010-11, the revival in global textile demand saw consumption rise by 6%. The Indian textile sector has also seen growth for the last seven quarters, recovering quickly from the global economic recession.

 

The main challenge facing the industry during the last year was the surging and fluctuating price of raw materials, especially cotton. Global cotton production decreased by 7% this year, the sharpest decline in the last six seasons. On the other hand, the increasing gap between demand and supply resulted in cotton prices soaring to all-time highs. Certain varieties of cotton saw prices increase by almost 150% during the year. This brought into focus the importance for companies to prudently hedge against raw material price fluctuations. Nevertheless, Indian textile and garment exports overcame these challenges, increasing 11.4% in the first half of 2010-11 over the same period last year. However, in the same period, Indian garment exports decreased by 5.5% to $4.7 bn as compared to $5 bn in the previous year. In 2011-12, apparel exports are expected to grow by 6.9%, driven both by volumes and price increases due to the increased cost of raw materials.

 

Morarjee Textiles: Back in black

 

Subject registered a profit in 2010-11 due to a continued focus on a result-driven strategy. As it did in 2009-10, the Company once again beat its previous year’s performance in 2010-11, with revenue registering growth and the bottom line turning positive.

 

On a consolidated basis, total revenue increased by 7% from Rs. 3401.200 Millions to Rs. 3638.400 Millions. The year ended with a profit of Rs. 44.500 Millions as against a loss of Rs. 67.700 Millions in 2009-10.

 

On standalone basis, Subject ended the year with a profit of Rs. 46.300 Millions as against a loss of Rs. 37.500 Millions in 2009-10. Total revenue increased by 30.1%, from Rs. 2619.200 Millions to Rs. 3407.800 Millions. EBIDTA stood at Rs 456.500 Millions as against Rs 316.300 Millions in 2009-10. EBIDTA margin increased from 12.08% last year to 13.40% in 2010-11, mainly due to vastly improved operational efficiencies and a strong focus on profitable products and customers.

 

In addition to improving operational performance, Subject also refocused and redoubled its marketing efforts. The Company entered new markets such as

 

Germany and Tunisia during the year. Subject products are now exported to 42 countries around the world. Sales increased in all major export markets, namely Europe and the USA. The Company acquired several new customers, for both the prints and yarn dyed businesses. New markets generated sales revenue worth Rs. 100.000 Millions in the very first year.

 

During the year, Subject was awarded the Texprocil Silver Trophy for the second highest exports for an Indian Company of yarn-dyed and printed fabric in 2009-10.

 

The Company continued its focus on the domestic retail and trade channels, which resulted in domestic sales going up by 20% over the previous year. During the same period, the Company increased its presence from 13 states to 17 states. The next step will be to penetrate deeper into these states in order to maximise the potential of the growing affluence in Tier I and Tier II cities.

 

The Company will be embarking on a modernisation and expansion program in 2011-12, the first major program it has undertaken recently.

 

With the bottom line turning positive, strong brand recognition and a world class product, we are confident that Subject will go from strength to strength in the coming years.

 

Integra Apparels: Consolidation

 

Total revenue at Integra Apparels, the garment division of Subject, fell by 6.8% to Rs. 680.000 Millions due to difficult conditions in the garment export market. It suffered a loss due to pricing pressure and a general de-growth trend amongst Indian garment companies as a whole.

 

During the year, Integra completed the process of consolidating its operations. It has consolidated its operations into two factories, which will result in savings in administration costs and improve operational control.

 

Despite the sluggish sales trend, Integra continued to serve existing customers such as Arrow, Wrangler and Benetton, to name but a few. It has also gained new customers like Puma and S. Oliver during 2010-11.

 

They expect an improved operating performance from Integra in 2011-12.

 

Just Textiles

 

During the year, Just Textiles Limited recorded a sales growth of 4.1%. The Company contributed to the growth in Subject consolidated sales and profitability in 2010-11, as it did in 2009-10. We expect this trend to continue in the future.

 

Outlook

 

The current economic scenario appears to be robust as the Indian economy is currently growing at a rate of above 8% annually. It is estimated that by the year 2025, India would have a national income close to $10 trillion, which would possibly make it the third largest economy in the world, after the United States and China.

 

The expanding economy and increase in organized retail will have a significant impact on the textile and clothing industry. Apart from the growth in the export market, we will continue to focus on a booming domestic market which promises continuing and healthy growth opportunities.

 

 

UNAUDITED FINANCIAL RESULTS FOR THE NINE MONTHS ENDED ON DECEMBER 31, 2011

 

(Rs. in millions)

Sr.

No.

Particular

Quarter Ended

Nine Months Ended

 

 

31.12.2011

(Unaudited)

30.09.2011

(Unaudited)

31.12.2011

(Unaudited)

1.

Net Sales/Income from Operations

843.400

817.700

2519.900

 

 

 

 

 

2.

Expenditure

 

 

 

 

a) (Increase) / Decrease in Stock in Trade

2.900

(50.700)

(41.100)

 

b) Material Consumed

312.700

379.800

1047.800

 

c) Dyes and Chemicals

58.600

60.100

169.700

 

d) Staff Cost

95.900

88.100

275.100

 

e) Power and Fuel

87.500

92.200

260.000

 

f) Depreciation

38.800

38.800

116.000

 

g) Forex Loss / (Gain)

29.400

(23.200)

(16.400)

 

h) Other Expenditure

170.800

156.500

506.500

 

i) Total

796.600

741.600

2317.600

 

 

 

 

 

3.

Profit From Operations before Other Income, Interest and Exceptional Items (1-2)

46.800

76.100

202.300

 

 

 

 

 

4.

Other Income

--

--

--

 

 

 

 

 

5.

Profit Before Interest and Exceptional Items (3+4)

46.800

76.100

202.300

 

 

 

 

 

6.

Interest

74.800

74.400

222.600

 

 

 

 

 

7.

Profit After Interest but before Exceptional Items (5-6)

(28.000)

1.700

(20.300)

 

 

 

 

 

8.

Exceptional Items

--

--

--

 

 

 

 

 

9.

Profit from Ordinary Activities before Tax (7+8)

(28.000)

1.700

(20.300)

 

 

 

 

 

10.

Tax Expense

 

 

 

 

a) Current tax

(3.900)

1.500

--

 

b) Deferred tax

3.900

1.500

--

 

 

 

 

 

11.

Net Profit from Ordinary Activities after Tax (9-10)

(28.000)

1.700

(20.300)

 

 

 

 

 

12.

Extraordinary Item (net of expense)

--

--

--

 

 

 

 

 

13.

Net Profit for the period (11-12)

(28.000)

1.700

(20.300)

 

 

 

 

 

14.

Paid-up Equity Share Capital (Face Value of Rs.10/- Each)

363.300

363.300

363.300

 

 

 

 

 

15.

Reserves Excluding Revaluation Reserve

--

--

--

 

 

 

 

 

16.

Basic and Diluted Earning Per Share (EPS) (Rs

(0.92)

(0.10)

(1.00)

 

 

 

 

 

17.

Public Shareholding

 

 

 

 

-Number of Shares

13124714

13124714

13124714

 

- Percentage of Shareholding

36.12%

36.12%

36.12%

 

 

 

 

 

18.

Promoters and Promoter Group Shareholding

 

 

 

 

a) Pledged/Encumbered

 

 

 

 

- Number of Shares

Nil

Nil

Nil

 

- Percentage of Shares (as a % of the Total Shareholding of promoter and promoter group)

Nil

 

Nil

Nil

 

- Percentage of Shares (as a % of the Total Share Capital of the Company)

Nil

 

Nil

Nil

 

 

 

 

 

 

b) Non Encumbered

 

 

 

 

- Number of Shares

23207635

23207635

23207635

 

- Percentage of Shares (as a % of the Total Shareholding of Promoter and Promoter Group)

100%

100%

100%

 

- Percentage of Shares (as a % of the Total Share Capital of the Company)

63.88%

63.88%

63.88%

 

 

 

 

Notes:

 

1.       The above unaudited Financial results for the quarter/nine month ended 31st December, 2011 have been reviewed by the audit committee and approved by the Board of Directors respectively at there meeting held on 16th January, 2012. The Statutory Auditors of the Company have carried out a Limited Review.

 

2.       The Company has only one reportable segment - Textile Product.

 

3.       The company has a working capital Foreign Currency Loan of US Dollar 5 Million. If this loan would have been converted at the exchange rate prevailing as on 31st December, 2011 the liability would have been higher by Rs. 43.100 Millions and correspondingly profit would have been adversely affected by Rs. 21.800 Millions for current quarter and Rs. 43.100 Millions for the nine month ended 31st December, 2011.

 

The liability on account of foreign currency will be finally crystallized on repayment. Any gain or loss in the intervening period is notional. Hence, the company has decided not to recognize the same for the current quarter.

 

The auditors have commented on this aspect in their Limited Review Report for the quarter, as a deviation from Accounting Standard 11

 

4.       During May 2011, there was a fire in a portion of one of the manufacturing unit at Nagpur. The material and asset loss caused by fire are fully insured. Therefore pending settlement of insurance claim the loss caused is shown as claim receivable net of adhoc payment receipt. On final settlement the difference in loss and actual claim received, will be charged to Profit and Loss account

 

5.       The Board of Directors of the Company at its meeting held on 29th December, 2011 had considered and approved a Composite Scheme of Arrangement and Amalgamation between Morarjee Textiles Limited ('Morarjee') and Five Star Mercantile Limited ('FSML') and Morarjee Holdings Private Limited ('MHPL') and their respective shareholders ('the Scheme') under Sections 391 to 394 read with Sections 100 to 103 of the Companies Act, 1956.

 

The Scheme is subject to approval by the shareholders and Hon'ble Bombay High Court. Once the Scheme becomes effective on such approvals, the Garment business of the Company will stand transferred to a separate company with effect from the appointed date 1st April, 2011.

 

All the Company's shareholders will be issued shares of FSML of Face Value and Paid up Value of Rs. 31- in the ratio of 1:l. Simultaneously, the Face Value and Paid Up Value of the Company's shares shall stand reduced to Rs. 7/- from Rs. 10/-

 

Pending the necessary approval if the scheme is given effect to the company, the Income from Operations and net profit of the company would be as under :

(Rs in Millions)

Particulars

For the Quarter Ended 31.12.2011

for Nine Months ended 31.12.2011

Income from Operations

777.300

2215.100

Net Profit

31.100

108.200

 

6.       The six investor complaints received during the quarter have been resolved. No investor complaint is lying unresolved at end of the quarter.

 

7.       Corresponding figures of the previous period I year have been regrouped wherever necessary.

 

FIXED ASSETS:

 

  • Land - Leasehold
  • Building
  • Plant & Machinery
  • Computer
  • Furniture, Fixture
  • Office Equipments
  • Motor Vehicles
  • Designs and Archives
  • Computer Software

 

Website Details:

 

Corporate Profile

 

Subject is a leading player in premium cotton shirting fabric and high fashion printed fabric globally.

Subject subsidiary company, Integra Apparelts and Textiles Limited specialises in woven tops, casual shirts and garments for women.

Subject has a 49% stake in Just Textiles Limited which is currently engaged in processing various fabrics installed at its factory in Ambernath, Mumbai.

Subject counts most of the popular international and domestic brands as it clients, across 20 coutries. Dunhill, Zara, Esprit, Hugo Boss, Next, Paul Smith and Zodiac are some of its customers. In the domestic market, Subject caters to popular brands like Louis Philippe, Van Huesen and Zodiac.

 

 

 


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. 50.31

UK Pound

1

Rs. 79.04

Euro

1

Rs. 65.82

 


 

SCORE & RATING EXPLANATIONS

 

SCORE FACTORS

 

RANGE

POINTS

HISTORY

1~10

6

PAID-UP CAPITAL

1~10

3

OPERATING SCALE

1~10

3

FINANCIAL CONDITION

 

 

--BUSINESS SCALE

1~10

3

--PROFITABILIRY

1~10

2

--LIQUIDITY

1~10

3

--LEVERAGE

1~10

3

--RESERVES

1~10

2

--CREDIT LINES

1~10

3

--MARGINS

-5~5

--

DEMERIT POINTS

 

 

--BANK CHARGES

YES/NO

YES

--LITIGATION

YES/NO

NO

--OTHER ADVERSE INFORMATION

YES/NO

NO

MERIT POINTS

 

 

--SOLE DISTRIBUTORSHIP

YES/NO

NO

--EXPORT ACTIVITIES

YES/NO

YES

--AFFILIATION

YES/NO

YES

--LISTED

YES/NO

YES

--OTHER MERIT FACTORS

YES/NO

YES

TOTAL

 

28

 

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.