MIRA INFORM REPORT

 

 

Report Date :

19.12.2013

 

IDENTIFICATION DETAILS

 

Name :

REPRO INDIA LIMITED

 

 

Registered Office :

11th Floor, Sun Paradise Business Plaza, B Wing, Senapati Bapat Marg, Lower Parel, Mumbai – 400013, Maharashtra

 

 

Country :

India

 

 

Financials (as on) :

31.03.2013

 

 

Date of Incorporation :

01.04.1993

 

 

Com. Reg. No.:

11-071431

 

 

Capital Investment / Paid-up Capital :

Rs.108.971 Millions

 

 

CIN No.:

[Company Identification No.]

L22200MH1993PLC071431

 

 

TAN No.:

[Tax Deduction & Collection Account No.]

MUMR06821G

 

 

PAN No.:

[Permanent Account No.]

AAACR0379J

 

 

Legal Form :

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

 

 

Line of Business :

Providing print solutions to client, which mainly includes value engineering, creative designing, pre-press, printing, post-press, knitting and assembly, warehousing, dispatch, database management, sourcing and procurement, localization and web based services.

 

 

No. of Employees :

1000 (Approximately)

 

 

RATING & COMMENTS

 

MIRA’s Rating :

Ba (55)

 

RATING

STATUS

PROPOSED CREDIT LINE

41-55

Ba

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

Satisfactory

 

Maximum Credit Limit :

USD 7600000

 

 

Status :

Good

 

 

Payment Behaviour :

Regular

 

 

Litigation :

Exist 

 

 

Comments :

Subject is a well established company having a good track record. Financial position of the company appears to be strong. Performance capacity appears to be high. Liquidity position of the company is good.

 

Trade relations are reported to be fair. Business is active. Payments are reported to be regular and as per commitment.

 

The company can be considered 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.

 

INDIAN ECONOMIC OVERVIEW

 

The current downturn provides an opportunity to push ahead with reforms to accelerate growth, says the latest India Development Update report released by the World Bank. The report says that the adverse effects of rupee depreciation are likely to be offset by the gains in the exports performance due to improved external competitiveness. Since May this year, the local currency has depreciated substantially and fell to a record level of Rs 68.85 to a dollar on August, 28.

 

A stagflation like situation appears to have arisen as inflation jumped to an eight month high of 6.46 % for the month of September. It is up from 6.10 % in August. Growth continues to be muted with factory output plunging to 0.6  % in August. Onion prices have risen nearly 300 % from last September. Vegetables cost nearly 90 % more than they did last year. Wake up to the economic contribution of slum dwellers. They contribute more than 7.5 % to the country’s gross domestic product, according to a recent study conducted in 50 top cities.

 

136000 estimated number of jobs created during the second quarter of the current financial year. 50000 estimated number of additional jobs in the field of corporate social responsibility in the coming years.

 

The International Finance Corporation expects to come out with its rupee linked bonds issue before the end of 2013 as a part of its plan to raise $ 1 billion. The Apple iPhone 5c (Rs 41900 for 16 GB variant) and 5s (Rs 53500 for 16GB variant) has been launched in India from 1st November.

 

The Land Acquisition Act to provide just and fair compensation to farmers will come into force from January 1 next year, said Rural Development Minister Jairam Ramesh. The Act replaces a 119 year old registration. The Securities and Exchange Board of India has approved the trading of currency futures on the Bombay Stock Exchange. The exchange plans to launch the currency futures platform with advanced trading technology by the end of November.

 

 

EXTERNAL AGENCY RATING

 

Rating Agency Name

ICRA

Rating

A (Fund Based Limit)

Rating Explanation

Adequate degree of safety and low credit risk. 

Date

December 2012

 

Rating Agency Name

ICRA

Rating

A1 (Non-Fund Based Limit)

Rating Explanation

Very strong degree of safety and lowest credit risk.

Date

December 2012

 

 

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 DECLINED BY

 

Name :

Mr. Dinesh

Designation :

Finance Head

Contact No.:

91-22-24834000

Date :

17.12.2013

 

 

LOCATIONS

 

Registered Office/ Corporate  Office/ Sales Offices 1 :

11th Floor, Sun Paradise Business Plaza, B Wing, Senapati Bapat Marg, Lower Parel, Mumbai – 400013, Maharashtra, India

Tel. No.:

91-22-24834000

Fax No.:

Not Available

E-Mail :

madhavi_b@reproindialtd.com

repro@bom2.vsnl.net.in

info@reproindialtd.com

Website :

www.reproindialtd.com

 

 

Sales Offices 2 :

B-3/3, 1st Floor, Safdarjung Enclave, New Delhi – 110029, India

 

 

Sales Offices 3 :

11, Whitman Street,  Hastings-on-Hudson, NY 10706-1605, USA

 

 

Factory 1 :

Plot No. A-50/2, TTC Industrial Area, MIDC, Mahape, Navi Mumbai - 400 703, Maharashtra, India

Tel No. :

91-22-27782011

Fax No. :

91-22-27782038

 

 

Factory 2:

Plot No. 90 to 93, 165, 268, 269 and 271, Surat Special Economic Zone, Road No. 11, Sachin, Surat - 394230, Gujarat, India

Tel No. :

91-261-3226511 / 2398587

Fax No. :

91-261-2398030

 

 

Factory 3 :

No.146, East Coast Road, Injambakkam, Chennai – 600041, Tamilnadu, India

Tel No. :

91-44-24490130

Fax No. :

91-44-24490836

 

 

DIRECTORS

 

AS ON: 31.03.2013

 

Name :

Mr. Vinod Vohra

Designation :

Chairman

Date of Birth :

15.02.1952

Qualification :

Science Graduate

Date of Appointment:

01.04.1993

 

 

Name :

Mr. Sanjeev Vohra

Designation :

Managing Director

Date of Birth :

25.02.1957

Qualification :

Graduate in Economics and Finance

Date of Appointment:

01.04.1993

 

 

Name :

Mr. Mukesh Dhruve

Designation :

Whole Time Director

Date of Birth :

28.04.1960

Qualification :

B.Com, FCA

Date of Appointment:

28.12.1993

 

 

Name :

Mr. Rajeev Vohra

Designation :

Whole Time Director

Date of Birth :

08.10.1960

Qualification :

Commerce Graduate

Date of Appointment :

01.04.1993

 

 

Name :

Mr. Pramod Khera

Designation :

Director

Date of Birth :

22.02.1960

Qualification:

B. Tech. from IIT Delhi, PGDIM from IIM Bangalore and PhD in “Knowledge Management” from Pune University

Date of Appointment:

18.05.2009

 

 

Name :

Mr. Dushyant Mehta

Designation :

Non Executive Director

Date of Birth :

02.10.1955

Qualification:

MBA in Marketing

Date of Appointment:

28.12.1993

 

 

Name :

Mr. Alyque Padamsee

Designation :

Non Executive Director

Date of Birth :

05.03.1931

Qualification:

Graduation in Arts

Date of Appointment:

06.05.1994

 

 

Name :

Dr. Jamshed J Irani

Designation :

Non Executive Director

 

 

Name :

Mr. Sanjay Asher

Designation :

Non Executive Director

Date of Birth :

26.11.1964

Qualification:

B.Com, FCA, LLB and Solicitor

Date of Appointment:

02.05.2000

 

 

Name :

Mr. Ullal R. Bhat

Designation :

Non Executive Director

 

 

Name :

Mr. P Krishnamurthy

Designation :

Non- Executive Director

Date of Birth :

28.10.1948

Date of Appointment :

23.05.2008

Qualifications :

B.Com (Hons), St. Xavier’s College, University of Calcutta

Chartered Accountant

All India Rank Holder of the Institute of Chartered Accountants of India

 

 

KEY EXECUTIVES

 

Name :

Ms. Madhavi Kulkarni

Designation :

Company Secretary and Compliance Officer 

 

 

Name :

Mr. Dinesh

Designation :

Finance Head

 

 

MAJOR SHAREHOLDERS / SHAREHOLDING PATTERN

 

AS ON: 30.09.2013

 

Category of Shareholder

No. of Shares

% of No. of Shares

(A) Shareholding of Promoter and Promoter Group

 

 

(1) Indian

 

 

Individuals / Hindu Undivided Family

1855218

17.01

Bodies Corporate

5537643

50.79

Sub Total

7392861

67.80

(2) Foreign

 

 

Total shareholding of Promoter and Promoter Group (A)

7392861

67.80

(B) Public Shareholding

 

 

(1) Institutions

 

 

Mutual Funds / UTI

136573

1.25

Foreign Institutional Investors

274821

2.52

Sub Total

411394

3.77

(2) Non-Institutions

 

 

Bodies Corporate

514604

4.72

Individuals

 

 

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

1344504

12.33

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

575782

5.28

Any Others (Specify)

664614

6.10

Clearing Members

14433

0.13

Non Resident Indians

27930

0.26

Directors & their Relatives & Friends

620901

5.69

Trusts

1350

0.01

Sub Total

3099504

28.43

Total Public shareholding (B)

3510898

32.20

Total (A)+(B)

10903759

100.00

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

0

0.00

(1) Promoter and Promoter Group

0

0.00

(2) Public

0

0.00

Sub Total

0

0.00

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

10903759

0.00

 

Shareholding of securities (including shares, warrants, convertible securities) of persons belonging to the category Promoter and Promoter Group

 

Sl. No.

Name of the Shareholder

Details of Shares held

Total shares (including underlying shares assuming full conversion of warrants and convertible securities) as a % of diluted share capital

No. of Shares held

As a % of grand total (A)+(B)+(C)

 

1

Reproductions Private Limited

55,37,643

50.79

50.79

2

Sanjeev Vohra

5,73,036

5.26

5.26

3

Vinod Vohra

1,87,700

1.72

1.72

4

Rajeev Vohra

1,72,314

1.58

1.58

5

Mukesh Dhruve

1,66,000

1.52

1.52

6

Abhinav Vohra

1,12,000

1.03

1.03

7

Natasha Vohra

1,12,000

1.03

1.03

8

Trisha Vohra

1,12,000

1.03

1.03

9

Sonam Vohra

1,12,000

1.03

1.03

10

Tanya Vohra

1,12,000

1.03

1.03

11

Kunal Vohra

1,12,000

1.03

1.03

12

Rahul Vohra

37,112

0.34

0.34

13

Deepa Vohra

14,920

0.14

0.14

14

Renu Vohra

8,920

0.08

0.08

15

Avinash Vohra

8,917

0.08

0.08

16

Shruti Dhruve

7,799

0.07

0.07

17

Aanchal Sachdev

6,500

0.06

0.06

 

Total

73,92,861

67.80

67.80

 

(*) The term encumbrance has the same meaning as assigned to it in regulation 28(3) of the SAST Regulations, 2011.

 

Shareholding of securities (including shares, warrants, convertible securities) of persons belonging to the category Public and holding more than 1% of the total number of shares

 

Sl. No.

Name of the Shareholder

No. of Shares held

Shares as % of Total No. of Shares

Total shares (including underlying shares assuming full conversion of warrants and convertible securities) as a % of diluted share capital

1

Asia Advantage Fund

255524

2.34

2.34

2

Pramod Khera

244601

2.24

2.24

3

Dushyant Rajnikant Mehta

182800

1.68

1.68

4

Sundar Iyer

180830

1.66

1.66

5

Kotak Emerging Equity Scheme

136573

1.25

1.25

6

Pivotal Business Managers LLP

248461

2.28

2.28

 

Total

1248789

11.45

11.45

 

 

 

 

BUSINESS DETAILS

 

Line of Business :

Providing print solutions to client, which mainly includes value engineering, creative designing, pre-press, printing, post-press, knitting and assembly, warehousing, dispatch, database management, sourcing and procurement, localization and web based services.

 

 

GENERAL INFORMATION

 

No. of Employees :

1000 (Approximately)

 

 

Bankers :

·         Axis Bank Limited 

·         Citibank N.A. 

·         DBS Bank Limited

·         HDFC Bank Limited 

·         ING Vysya Bank Limited

·         Standard Chartered Bank 

·         State Bank of Travancore

 

 

Facilities :

(Rs. In Millions)

Secured Loan

As on

31.03.2013

As on

31.03.2012

LONG-TERM BORROWINGS

 

 

Foreign currency loan from banks

454.060

711.331

Vehicle Loans

2.118

2.491

SHORT-TERM BORROWINGS

 

 

Cash credit from banks

49.994

454.069

Buyers credit from banks

0.000

152.675

Bank overdraft

39.199

0.000

Letter of credit from banks

127.461

0.000

Packing credit loan from banks

630.383

489.342

Working capital demand loan

60.000

0.000

 

 

 

TOTAL

1363.215

1809.908

 

Notes:

 

Foreign currency loans from banks

(Rs. in Millions)

Security

Rate of Interest

Loan Period

Repayment Schedule

Balance as at March 31, 2013

First draw­down date of the facility

Pari-passu first charge on movable fixed assets of the company

3 months Libor + 2.60% p.a.

5 Years

8 equal half yearly instalments with moratorium period of 18 months

132.166

31 December 2009

Pari-passu first charge on movable fixed assets of the company, both present and future, excluding assets charged to other lenders

6 months Libor + 1.50% p.a.

5 Years

8 equal half yearly instalments with moratorium period of 18 months

20.396

18 August 2008

Pari-passu first charge on movable fixed assets of the company, both present and future, excluding assets charged to other lenders

6 months Libor + 1.50% p.a.

5 Years

8 equal half yearly instalments with moratorium period of 18 months

27.195

11 July 2008

Pari-passu first charge on movable fixed assets of the company, both present and future

3 months Libor + 2.50% p.a.

5 Years

15 equal quarterly instalments of USD 400,000 with moratorium period of 18 months

195.801

05 April 2010

Pari-passu first charge on movable fixed assets of the company, both present and future/Undertaking from the Company to not to mortgage/dispose any property of the company without prior consent of the lender

3 months Libor + 2.85% p.a.

5 Years

15 equal quarterly instalments with moratorium period of 18 months

380.725

25 October 2010

 

 

 

Total

756.283

 

 

Vehicle loans are repayable in 3 to 5 years from the loan disbursement date. Vehicle loans acquired under finance lease carry interest rate in the range of 10.75% p.a to 14% p.a and are secured against vehicles acquired under the said loans.

 

Date of Disbursement

Balance as at March 31, 2013

April 28, 2011

0.801

May 13, 2011

0.774

Jun 10, 2011

0.766

April 25, 2012

2.495

 

4.836

 

 

Short Term Borrowings from banks are secured by hypothecation of stock, receivables and other current assets of the Company both present and future ranking pari passu with all banks. The packing credit facilities amounting to Rs.167.518 Millions (March 31, 2012: Rs.154.867 Millions) are partly secured by second charge on the fixed assets of the Company ranking pari passu with all banks.

 

Cash credit and working capital demand loans from banks are repayable on demand and carries interest @12% to 14% p.a.

 

Letter of credit are repayable within 180 days

 

Packing credit loans are repayable within 180 days and carry interest @ 4% to 5%.

 

Bank overdraft are repayable within a year and carry interest @ 13% to 14%. Bank overdraft are secured against receivables and inventory.

 

 

 

Banking Relations :

--

 

 

Auditors :

 

Name :

S R Batliboi and Company

Chartered Accountants

Address :

2nd Floor, Union Co-operative Insurance Building, 23, Sir Phiroz Shah Mehta Road, Fort, Mumbai - 400 001, Maharashtra, India

 

 

Solicitors :

Crawford Bayley and Company

 

 

Holding Company :

Repro Enterprises Private Limited

 

 

Subsidiary Company :

·         Repro Innovative Digiprint Limited

·         Repro Knowledgecast Limited

 

 

Enterprises owned or significantly influenced by Key management personnel or their relatives :

·         Trisna Trust

·         Zoyaksa Consultants Private Limited

·         Quadrum Solutions Private Limited

 

 

CAPITAL STRUCTURE

 

AS ON: 22.09.2013

 

Authorised Capital : Rs.250.000 Millions

 

Issued, Subscribed & Paid-up Capital : Rs.109.011 Millions

 

 

 

 

AS ON: 31.03.2013

 

Authorised Capital :

 

No. of Shares

Type

Value

Amount

 

 

 

 

25000000

Equity Shares

Rs.10/- each

Rs.250.000 Millions

 

 

 

 

 

Issued, Subscribed & Paid-up Capital :

 

No. of Shares

Type

Value

Amount

 

 

 

 

10897059

Equity Shares

Rs.10/- each

Rs.108.971 Millions

 

 

 

 

 

 

a. Reconciliation of shares outstanding at the beginning and at the end of the year

 

Equity Shares

March 31, 2013

 

No.

Rs. in Millions

At the beginning of the year

10843074

108.431

Issued during the year - ESOP exercised

53985

0.540

Outstanding at the end of the year

10897059

108.971

 

 

b. Terms/rights attached to equity shares

 

The Company has only one class of equity shares having a par value of Rs.10 per share. Each holder of equity shares is entitled to one vote per share. The Company declares and pays dividends in Indian rupees. The dividend proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting.

 

During the year ended March 31, 2013, the amount of per share dividend recognized as distributions to equity shareholders was Rs. 10 (March 31, 2012: Rs. 10).

 

In the event of liquidation of the company, the holders of equity shares will be entitled to receive the remaining assets of the Company. The distribution will be in proportion to the number of equity shares held by the shareholders.

 

 

c. Shares held by Holding/Ultimate Holding Company and/or their Subsidiaries/Associates

 

Out of equity shares issued by the Company, shares held by its Holding Company, Ultimate Holding Company and their Subsidiaries/Associates are as below:

 

All nos.

March 31, 2013

Repro Enterprises Private Limited, the holding company

5537643

 

 

d. Details of shareholders holding more than 5% shares in the Company

 

 

 

March 31, 2013

 

No.

% holding in the class

Equity shares of Rs.10 each fully paid

 

 

Repro Enterprises Private Limited, holding company

5537643

50.82%

Asia Advantage Fund

571021

5.24%

 

As per of the Company, including its register of shareholders/ members the above shareholding represents the legal ownerships of shares.

 

 

e. Shares reserved for issue under options

 

For details of shares reserved for issue under the Employee Stock Option Plan (ESOP) of the Company

 

FINANCIAL DATA

[all figures are in Rupees Millions]

 

ABRIDGED BALANCE SHEET

 

SOURCES OF FUNDS

 

31.03.2013

31.03.2012

31.03.2011

EQUITY AND LIABILITIES

 

 

 

(1)Shareholders' Funds

 

 

 

(a) Share Capital

108.971

108.431

105.599

(b) Reserves & Surplus

1791.698

1532.652

1288.684

(c) Money received against share warrants

0.000

0.000

0.000

 

 

 

 

(2) Share Application money pending allotment

0.000

0.000

0.000

Total Shareholders’ Funds (1) + (2)

1900.669

1641.083

1394.283

 

 

 

 

(3) Non-Current Liabilities

 

 

 

(a) long-term borrowings

456.178

713.822

512.366

(b) Deferred tax liabilities (Net)

112.187

85.086

78.162

(c) Other long term liabilities

0.000

0.000

0.000

(d) long-term provisions

37.749

31.740

35.135

Total Non-current Liabilities (3)

606.114

830.648

625.663

 

 

 

 

(4) Current Liabilities

 

 

 

(a) Short term borrowings

907.171

1096.086

878.770

(b) Trade payables

408.726

330.202

199.146

(c) Other current liabilities

363.512

338.399

238.007

(d) Short-term provisions

174.514

142.866

77.042

Total Current Liabilities (4)

1853.923

1907.553

1392.965

 

 

 

 

TOTAL

4360.706

4379.284

3412.911

 

 

 

 

ASSETS

 

 

 

(1) Non-current assets

 

 

 

(a) Fixed Assets

 

 

 

(i) Tangible assets

1684.052

1554.529

1331.992

(ii) Intangible Assets

70.861

87.428

53.932

(iii) Capital work-in-progress

29.335

123.429

13.224

(iv) Intangible assets under development

0.000

0.000

0.000

(b) Non-current Investments

40.748

0.748

0.000

(c) Deferred tax assets (net)

0.000

0.000

0.000

(d)  Long-term Loan and Advances

622.613

502.390

235.644

(e) Trade receivables

67.663

7.564

19.782

(e) Other Non-current assets

30.366

26.733

18.547

Total Non-Current Assets

2545.638

2302.821

1673.121

 

 

 

 

(2) Current assets

 

 

 

(a) Current investments

0.000

0.000

90.000

(b) Inventories

207.325

178.885

181.729

(c) Trade receivables

1386.955

1010.966

811.045

(d) Cash and cash equivalents

22.928

724.951

511.042

(e) Short-term loans and advances

187.054

149.276

127.905

(f) Other current assets

10.806

12.385

18.069

Total Current Assets

1815.068

2076.463

1739.790

 

 

 

 

TOTAL

4360.706

4379.284

3412.911

 

 

PROFIT & LOSS ACCOUNT

 

 

PARTICULARS

31.03.2013

31.03.2012

31.03.2011

 

SALES

 

 

 

 

 

Income

3819.514

3541.429

2686.491

 

 

Other Income

3.565

4.482

102.995

 

 

TOTAL                                     (A)

3823.079

3545.911

2789.486

 

 

 

 

 

Less

EXPENSES

 

 

 

 

 

Cost of raw material and packing material consumed

1667.365

1718.454

1492.049

 

 

(Increase)/Decrease in inventories of finished goods and work-in progress

13.292

16.043

(15.686)

 

 

Employee benefit expenses

366.848

343.551

307.376

 

 

Other expenses

1088.789

885.423

620.380

 

 

Interest income

(27.714)

(34.889)

0.000

 

 

Prior period expenses

0.000

3.898

0.000

 

 

TOTAL                                     (B)

3108.580

2932.480

2404.119

 

 

 

 

 

Less

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

714.499

613.431

385.367

 

 

 

 

 

Less

FINANCIAL EXPENSES                         (D)

151.089

123.194

78.651

 

 

 

 

 

 

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

563.410

490.237

306.716

 

 

 

 

 

Less/ Add

DEPRECIATION/ AMORTISATION                     (F)

147.712

122.887

110.784

 

 

 

 

 

 

PROFIT BEFORE TAX (E-F)                               (G)

415.698

367.350

195.932

 

 

 

 

 

Less

TAX                                                                  (H)

31.335

6.924

(31.992)

 

 

 

 

 

 

PROFIT AFTER TAX (G-H)                                (I)

384.363

360.426

227.924

 

 

 

 

 

 

EARNINGS IN FOREIGN CURRENCY

2041.932

1950.739

1461.931

 

 

 

 

 

 

IMPORTS

 

 

 

 

 

Raw Materials

20.561

192.785

185.899

 

 

Stores & Spares

13.732

11.920

6.436

 

 

Capital Goods

1.951

184.848

81.456

 

TOTAL IMPORTS

36.244

389.553

273.791

 

 

 

 

 

 

Earnings Per Share (Rs.)

 

 

 

 

Basic

35.30

33.66

21.63

 

Diluted

34.90

33.28

20.97

 

 

KEY RATIOS

 

PARTICULARS

 

 

31.03.2013

31.03.2012

31.03.2011

PAT / Total Income

(%)

10.05

10.16

8.17

 

 

 

 

 

Net Profit Margin

(PBT/Sales)

(%)

10.88

10.37

7.29

 

 

 

 

 

Return on Total Assets

(PBT/Total Assets}

(%)

11.33

9.79

6.19

 

 

 

 

 

Return on Investment (ROI)

(PBT/Networth)

 

0.22

0.22

0.14

 

 

 

 

 

Debt Equity Ratio

(Total Debt/Networth)

 

0.72

1.10

1.00

 

 

 

 

 

Current Ratio

(Current Asset/Current Liability)

 

0.98

1.09

1.25

 

 

LOCAL AGENCY FURTHER INFORMATION

 

CASE DETAILS

 

BENCH : BOMBAY

 

Lodging No.:- ITXAL/2621/2008

Filing Date:- 06.08.2008

Reg. No.:- ITXA/2297/2009

Reg. Date:- 11.09.2009

 

Petitioner:-

Dy. Commissioner of Income Tax 7(2)

Respondent:-

M/s Repro India Limited, Navi Mumbai

Petn. Adv.:-

Suresh Kumar (0)

Resp. Adv.:-

Shah Sanjiv Madhusudan

District:-

Mumbai

 

 

 

Bench:-

Division

 

 

Status:-

Admitted (Unready)

Category:-

Tax Appeals

Last Date:-

13.09.2011

Stage:-

For Admission – Fresh

Last Coram:--

Hon’ble Shri Justice J P Devadhar

Hon’ble Shri Justice K K Tated

 

 

Act:-

Income Tax Act, 1961

 

 

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

No

20]

Export / Import details (if applicable)

No

21]

Market information

--

22]

Litigations that the firm / promoter involved in

Yes

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

 

 

UNSECURED LOAN

(Rs. In Millions)

Particular

As on

31.03.2013

As on

31.03.2012

SHORT-TERM BORROWINGS

 

 

Cash credit from banks

0.134

0.000

 

 

 

Total

0.134

0.000

 

 

CURRENT MATURITIES OF LONG TERM DEBT

(Rs. In Millions)

Particulars

 

31.03.2013

31.03.2012

31.03.2011

Current Maturities Of Long Term Borrowings 

304.941

235.678

170.660

 

 

 

 

TOTAL

304.941

235.678

170.660

 

 

INDEX OF CHARGES

 

S. No.

Charge ID

Date of Charge Creation/Modification

Charge amount secured

Charge Holder

Address

Service Request Number (SRN)

1

10429491

07/05/2013

220,000,000.00

Standard Chartered Bank

Narain Manzil, 23, Barakhamba Road, Delhi, Delhi - 110001, India

B76480250

2

10360357

01/08/2013 *

400,000,000.00

CITIBANK N. A.

First International Financial Centre, 9th Floor, Plot No.C-54, C-55, G-Block, BKC, Bandra (E), Mumbai, Maharashtra - 400051, India

B83027797

3

10308230

26/09/2011

200,000,000.00

HDFC BANK LIMITED

HDFC Bank House Senapati Bapat Marg, Lower Parel W, Mumbai, Maharashtra - 400013, India

B21511563

4

10195047

22/12/2009

243,000,000.00

DBS BANK LIMITED

3rd Floor, Fort House, 221, Dr. D.N. Road, Fort, Mumbai, Maharashtra - 400001, India

A76627306

5

10136886

31/10/2013 *

400,000,000.00

DBS BANK LIMITED.

3rd Floor, Fort House, Dr. D N Road, Fort, Mumbai- 400001, Maharashtra, India

B89505887

6

10141832

25/05/2011 *

100,000,000.00

AXIS BANK LIMITED

209, Atlanta, Nariman Point, Mumbai, Maharashtra - 400025, India

B14920078

7

10141833

21/06/2012 *

320,000,000.00

AXIS BANK LIMITED

Corporate Banking Branch, Corporate Office, Ground Floor, Bombay Dyeing Mills Compound, P. B. Marg, Worli, 
Mumbai, Maharashtra - 400025, India

B45125242

8

80026312

19/11/2009 *

370,000,000.00

STATE BANK OF TRAVANCORE

Corporate Finance Branch, 112-115 Tulsiani Chember, 1 St Floor, West Wing, 212, Nariman Point, Mumbai, Maharashtra - 400021, India

A74408089

9

80006289

18/03/2013 *

615,000,000.00

STANDARD CHARTERED BANK

Crescenzo, 3A/F, Plot no. C-38 and 39, G Block, Bandra Kurla Complex, Bandra East, Mumbai, Maharashtra - 400051, India

B71199285

10

90235040

02/01/2012 *

1,110,000,000.00

STANDARD CHARTERED BANK

Narain Manzil, 23, Barakhamba Road, Delhi, Delhi- 110001, India

B30361059

11

80053130

27/11/2002

26,500,000.00

GE CAPITAL SERVICES INDIA

AIFACS Building,1, Rafi Marg, New Delhi, Delhi 110001, INDIA

-

12

90234696

16/08/2012 *

340,000,000.00

ING VYSYA BANK LIMITED

Patel Chambers, Ground Floor, Sandhurst Bridge, Opera House, Mumbai, Maharashtra - 400007, India

B58239542

* Date of charge modification

           

 

PERFORMANCE REVIEW

 

STANDALONE

 

There has been 8% growth in revenue, from Rs. 3541.400 Millions in 2012 to Rs. 3819.500 Millions in 2013.

 

Operating profit has grown by 18% from Rs. 582.400 Millions to Rs. 686.800 Millions. There has been a 13% growth in Profit Before Tax, from Rs. 367.300 Millions to Rs. 415.700 Millions and 7% growth in PAT from Rs. 360.400 Millions to Rs. 384.400 Millions.

 

The Consolidated Net Revenue from Operations has been Rs. 3825.700 Millions and Consolidated Net Profit for the year is Rs. 367.000 Millions.

 

The export domestic ratio for the year is 56:44. During the year, the Company did an export business of close to Rs. 1500.000 Millions from the Surat facility.

 

 

BUSINESS HIGHLIGHTS

 

Looking at the growing trend of the electronic media in the education space, the Company is expanding its horizons to Educational Content Management and a Delivery Solutions Project by which the Company is entering into the domain of selling of e Books and e Learning Solutions with a focus on Education.

 

RAPPLESTM (Repro Applied Learning Solutions) is the new initiative which provides complete end to end digital content delivery an education platform for different educational segments. RAPPLES comprises of various computer and networking hardware and software at back-end to deliver and manage interactive educational digital content with e-book reader to deliver the content and Learning Management Systems manage end to end education delivery. There are Tablet computers provided to students for learning and to teachers for teaching in audio-visual multimedia classroom with projector and appropriate sound systems.

 

Repro CloudStoreTM, Repro's Digital Storefront is a one stop repository of millions of titles online that can be accessed at the click of a button. It has been built with one basic premise, that every book lover, anywhere in the world, should have access to eBooks of their choice, at any time with the simplest possible system and the easiest possible process. With technology changing as fast as the seasons, content can be accessed and downloaded easily on almost any device. It is device and platform agnostic. Security is of utmost importance and all content available are fully secured with industry standard digital rights management systems. The professional payment gateways services from trusted partners are with the highest levels of e-security.

 

The Company offers solutions at every stage of a publisher’s value chain. Repro serves book publishers and organizations across Asia, Africa, Europe and North America producing multiple product formats such as books, ebooks and other interactive content. This focus on education, coupled with the Company’s increase in capability, is ushering in a time of growth for the Company. One of the Company’s main strategies has been it’s focus on education. Education in India and Africa is seen as a means of lifting nations to a middle-income status. These facts are indicative of the opportunity the education segment offers. The Company's vision remains to continue enabling quality educational content - through the digital and print medium – so that it can partner in the change it can make in millions of lives and share the benefit of this growth with its stakeholders.

 

For over two decades, the Company has been meeting the needs of educational publishers across India, Africa, UK and USA. The Company has worked consciously and aggressively to ensure that its stays in tune with changing technology to continue enabling educational content reach students everywhere. And having recognized the different needs of different publishers, the Company offers print solutions that are best suited to them, giving them both the economies and quality they need.

 

The Company's corporate head quarters moved to a new premises, which is a larger, more accessible and suitable location at Parel, Mumbai. This opportunity was picked up to consolidate the IT infrastructure into single place with more state-of-art networking as well connectivity to multiple operating locations. A new data center was built in a dedicated space which is compliant to various standards for redundancy and high speed internal LAN as well as WAN connectivity. It is equipped with data security devices and mass data storage and cloud capacity. Now the infrastructure is poised for ISO 27001 level certification with high data assurance, availability and security to all operating locations, internal employees as well as customers. It helps company move to more digital collaborative work culture for business productivity benefits.

 

 

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

 

OVERVIEW

 

The education industry across the world is an area where there is a continuous requirement for high quality material – whether it be print or digital. Developed countries spend anywhere between 5-6% of their GDP on education. India along with peers like Brazil, Russia and China falls in the category of countries which spend 2-4% of their GDP on education. The government proposes to increase the education expense to 5% of GDP from the current levels of 3% to meet the increasing “youth” demographic which needs to be educated.

 

The Indian books market, estimated to be $1.75bn in size, can be divided into two segments – text books ($1.2bn) and supplementary books ($510m). With a large ‘under-24’ population of ~ 500m, the CBSE (Central Board of Secondary Education), board estimates India will soon need 150,000 more private schools—twice as many as it has at present. Various education services, including more schools, vocational training—all of which face serious shortages today—will be needed.

 

 

DEVELOPMENTS DURING THIS YEAR :

 

Against the background of a growing global need for education, Repro is well positioned to take advantage of the opportunities. The company has already taken several strategic initiatives in various areas of technology to build and grow its current business, while also make significant inroads into the digital sphere as well.

 

The Indian Education Publishing market is highly fragmented with over 8000 publishers. Each of these publishers have strong ties with select educational institutions, where their books are used. Repro’s client base is in excess of 500 Publishers and Educational Institutions. Building on the foundation of strong relationships with its customers, the company has focused on some specific areas of growth:

 

 

CONTINGENT LIABILITIES

(Rs. In Millions)

Particular

March 31, 2013

March 31, 2012

Bill discounted with Banks

33.414

57.975

Cenvat Refund claim (Note 1)

60.305

60.305

Service Tax Refund (Note 2)

7.882

5.029

Excise Rebate (Note 3)

4.447

4.447

Customs duty demand on imported computer software (Note 4)

317.607

317.607

Obligation under Export Promotion Capital Goods Scheme (Note 5)

49.038

85.309

Corporate guarantee given to Repro Knowledgecast Limited

163.168

-

 

Note 1

 

As against the Cenvat refund claim of Rs. 20.484 Millions for the period April 2007 to December 2007, the Company received a refund of Rs. 17,340,854. The Company had preferred an appeal against the aforesaid deduction of Rs. 3.143 Millions and subsequently, the appeal has also been initiated by the Excise Authorities for the refund so granted. The Cenvat Refund for the subsequent period from January 2008 to June 2010 aggregating to Rs. 39.820 Millions is outstanding as receivable from Excise Authorities as on March 31, 2013. Based on the legal advice sought in this regard by the Company, the Company is confident of a favorable decision in respect of these litigations and does not foresee any liability in this regard and is accordingly confident of the full realization of the outstanding receivable. However, as a matter of abundant caution, pending final decision in this regard, the total amount of Rs. 60.305 Millions (including the refund of Rs. 17.341 Millions, which has been received, and may have to be refunded in case of an unfavorable outcome) has been included under contingent liabilities.

 

Note 2

 

The Company has received an Order from Commissioner of Central Excise dated May 20, 2011 rejecting the refund claim stating it as time barred. The Company had filed an appeal before the Customs, Excise and Service Tax Appellate Tribunal (CESTAT) against the above Order. Based on the legal advice sought in this regard by the Company, the Company is confident of a favorable decision in respect of these litigations and does not foresee any liability in this regard and is accordingly confident of the full realization of the outstanding receivable. However, as a matter of abundant caution, pending final decision in this regard, the total amount of Rs. 7,881,985 (which has been shown as receivable, and may have to be written off in case of an unfavorable outcome) has been included under contingent liabilities.

 

Note 3

 

The Company had received an Order from Commissioner of Central Excise dated February 21, 2011 rejecting the refund claim stating it as time barred. The Company had filed an appeal on June 6, 2011 against the said order. Based on the legal advice sought in this regard by the Company, the Company is confident of a favorable decision in respect of these litigations and does not foresee any liability in this regard and is accordingly confident of the full realization of the outstanding receivable. However, as a matter of abundant caution, pending final decision in this regard, the total amount of Rs. 4.447 Millions (which has been shown as receivable, and may have to be written off in case of an unfavorable outcome) has been included under contingent liabilities.

 

Note 4

 

The Company had received Order from Commissioner of Customs (Import), levying differential duty and penalties for the period March 2006 to March 2009 aggregating to Rs. 317.607 Millions plus interest on duty at the appropriate rate as applicable during the relevant period, on the computer software imported by the Company for its erstwhile Microsoft business. The Company had filed an appeal before the Customs, Excise and Service Tax Appellate Tribunal (CESTAT) against the above Order. The case has been remanded by CESTAT back to the Commissioner Customs to decide the matter afresh. Further, in case of erstwhile Microsoft business, show cause notice was issued by The Commissioner of Central Excise for inclusion of Royalty/License fees in the assessable value for arriving at the excise duty liability. Based on the legal advice, the management is confident that no liability will devolve on the Company in respect of the above litigations.

 

Note 5

 

The Company imports Capital Goods under the Export Promotion Capital Goods Scheme of the Government of India at concessional rates of duty on an undertaking to fulfill quantified exports against which Minimum Export obligation is to be fulfilled by the Company under the said scheme. Non fulfillment of the balance of such future obligations in the manner required, if any, entails options/rights to the Government to confiscate capital goods imported under the said licenses and other penalties under the above-referred scheme.

 

 

STATEMENT OF STANDALONE UNAUDITED RESULTS FOR THE QUARTER ENDED JUNE 30, 2013

(Rs. In Millions)

Sr. No.

Particulars

3 Months ended 30th Jun 2013

(Unaudited)

1

Income from Operations

 

 

(a) Net sales/income from operations (Net of excise duty)

870.582

 

(b) Other Operating Income

20.307

 

Total income from operations (net)

890.889

2

Expenses

 

a)

Cost of Materials consumed

474.899

b)

Changes in inventories of finished goods, work-in-progress and stock-in-trade

(19.167)

c)

Employee benefits expense

92.013

d)

Depreciation and amortisation expense

41.292

e)

Other expenses

189.265

f)

Total expenses

778.302

3

Profit from Operations before Other Income and Finance Costs (1-2)

112.587

4

Other Income

17.812

5

Profit from ordinary activities before finance costs (3+4)

130.399

6

Finance Costs

33.652

7

Profit from ordinary activities before tax (5-6)

96.747

8

Tax Expenses

 

a)

Current Tax (MAT)

20.500

b)

Mat credit entitlement

(15.700)

c)

Deferred Tax

8.700

d)

Tax for earlier years

(7.129)

9

Net profit for the period (7-8)

90.376

10

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

109.038

11

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

-

12

Earning Per Share (EPS) (of Rs. 10/- each) (not annualised)

 

a)

Basic EPS (Rs.)

8.29

b)

Diluted EPS (Rs.)

8.14

 

 

PART II   Select Information for the Quarter ended June 30, 2013

 

1

Public shareholding :

 

 

Number of shares

3660898

 

Percentage of shareholding

33.57%

2

Promoters and promoter group shareholding

 

a

Pledged/Encumbered

 

 

Number of shares

-

 

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

-

 

Percentage of shares (as a percentage of the total share capital of the Company)

-

b

Non-Encumbered

 

 

Number of shares

7242861

 

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

100%

 

Percentage of shares (as a Percentage of the total share capital of the Company)

66.43%

 

Investor Complaints

 

Particulars

3 months ended 30th June, 2013

Pending at the beginning of the quarter

NIL

Received during the quarter

TWO

Disposed off during the quarter

TWO

Remaining unresolved at the end of the quarter

NIL

 

NOTES :

 

1 The above results were reviewed by the Audit Committee and approved by the Board of Directors of the Company at their meeting held on 12th August, 2013.

 

2 The Company operates in one single business segment of "Value Added Print Solutions". This, in the context of Accounting Standard 17 on Segment Reporting, as specified in the Companies (Accounting Standards) Rules, 2006, is considered to constitute one single primary segment.

 

3 There has been an increase in the public and decrease in promoter percentage shareholding during the quarter ended June 30, 2013 owing to exercise of stock options by the employees under the Repro India Limited - Employee Stock Option Scheme, 2006.

 

4 Previous period figures have been reclassified and regrouped wherever necessary.

 

5 The figures for the three months ended March 31, 2013 as reported in these financial results are the balancing figures between audited figures in respect of the full previous financial year and the published year to date figures up to the third quarter of the previous financial year. The figures up to the end of the third quarter of previous financial year had only been reviewed and not subjected to audit.

 

6 The results for the quarter ended 30 June 2013 have been subjected to "Limited Review" by the statutory auditors. The Limited Review Report does not contain any modification and will be filed with the Stock Exchanges

 

 

FIXED ASSETS

 

Tangible Assets

·         Leasehold Land

·         Buildings

·         Plant and Machinery

·         Office Equipments

·         Furniture and Fixtures

·         Vehicles

·         Leasehold Improvements

 

Intangible Assets

·         Computer Software

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 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. 61.91

UK Pound

1

Rs. 100.83

Euro

1

Rs. 85.26

 

 

INFORMATION DETAILS

 

Information Gathered by :

SVA

 

 

Report Prepared by :

DPT


 

SCORE & RATING EXPLANATIONS

 

SCORE FACTORS

 

RANGE

POINTS

HISTORY

1~10

6

PAID-UP CAPITAL

1~10

6

OPERATING SCALE

1~10

6

FINANCIAL CONDITION

 

 

--BUSINESS SCALE

1~10

6

--PROFITABILIRY

1~10

6

--LIQUIDITY

1~10

6

--LEVERAGE

1~10

6

--RESERVES

1~10

7

--CREDIT LINES

1~10

6

--MARGINS

-5~5

--

DEMERIT POINTS

 

 

--BANK CHARGES

YES/NO

YES

--LITIGATION

YES/NO

YES

--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

DEFAULTER

 

 

--RBI

YES/NO

NO

--EPF

YES/NO

NO

 

 

 

TOTAL

 

55

 

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.