MIRA INFORM REPORT

 

 

Report Date :

28.02.2013

 

IDENTIFICATION DETAILS

 

Name :

UNIPRODUCTS (INDIA) LIMITED

 

 

Registered Office :

Jarthal Village Road, 84 KM Stone, Delhi Jaipur Road, P O Sangwari, Rewari – 123401, Haryana

 

 

Country :

India

 

 

Financials (as on) :

31.03.2012

 

 

Date of Incorporation :

02.12.1982

 

 

Com. Reg. No.:

05-014785

 

 

Capital Investment / Paid-up Capital :

Rs. 96.932 Millions

 

 

CIN No.:

[Company Identification No.]

U45201HR1982PLC014785

 

 

PAN No.:

[Permanent Account No.]

AAACU0224D

 

 

Legal Form :

A Closely Held Public Limited Liability Company

 

 

Line of Business :

Manufacturer of Automotive Components and Non-Woven Fabric.

 

 

No. of Employees :

Not Available

 

 

RATING & COMMENTS

 

MIRA’s Rating :

B (32)

 

RATING

STATUS

 

PROPOSED CREDIT LINE

26-40

B

Capability to overcome financial difficulties seems comparatively below average.

Small

 

Maximum Credit Limit :

USD 2070000

 

 

Status :

Moderate

 

 

Payment Behaviour :

Slow but correct

 

 

Litigation :

Clear

 

 

Comments :

Subject is an established company having moderate track record. There appears some dip in the turnover. It has also incurred a loss from its operation during current year. However, trade relations are reported as fair. Business is active. Payments are reported to be slow but correct.

 

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

 

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

ICRA

Rating

Long term rating : BBB- (Revised from BBB)

Rating Explanation

Moderate credit quality it carry higher than average credit risk.

Date

July 2012

 

 

Rating Agency Name

ICRA

Rating

Short term rating : A3 (Revised from A3+)

Rating Explanation

Moderate credit quality it carry higher credit risk.

Date

July 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.

 

 

LOCATIONS

 

Registered Office/ Factory :

Jarthal Village Road, 84 KM Stone, Delhi Jaipur Road, P O Sangwari, Rewari – 123401, Haryana, India

Tel. No.:

91-1274-249348-50

Fax No.:

91-1274-249347

E-Mail :

uniproductsrewari@unitexindia.com

preeti@unitexindia.com

Website :

http://www.unitexindia.com

 

 

Corporate Office :

C 15, Sector 57, Noida – 201307, Uttar Pradesh, India

Tel. No.:

91-120-2585590/ 91/ 2587176/ 77/ 2585097

Fax No.:

91-120-2585031

E-Mail :

tkkhatri@unitexindia.com

 

 

Bangalore Plant :

Survey No. 25/3, Thgachuguppe, Opposite Vivekananda Institute of Technology, Kengeri  Hobli, Bangalore – 560074, Karnataka, India

 

 

Chennai Plant :

Plot No. B-36 , SIPCOT Industrial Growth Centre, Oragadam, Sriperumbudur Taluk, District Kanchipuram, Vaippur-B Village, Tamilnadu, India

 

 

Branch Offices (Lifestyle Products) :

Located at:

 

Ø       Chennai

Ø       Bangalore

Ø       Mumbai

Ø       Pune

Ø       Chandigarh

 

 

DIRECTORS

 

AS ON 10.07.2012

 

Name :

Mr. Ravinder Mehra

Designation :

Chairman

Address :

36, Senneville Road, Senneville, H9X1B6, Canada

Date of Birth/Age :

04.08.1941

Qualification :

B.A. (Hons.)

Date of Appointment :

24.02.1983

DIN No.:

00687921

 

 

Name :

Mr. Ashwan Kapur

Designation :

Managing director

Address :

15 Ring Road, Lajpat Nagar - IV, New Delhi – 110024, India

Date of Birth/Age :

04.08.1955

Qualification :

Ph. D (University of Leeds)

Experience :

28 years

Date of Appointment :

02.12.1982

PAN No.:

AAKPK8124H

DIN No.:

00568432

 

 

Name :

Mr. Bhaskar Dutta

Designation :

Director

Address :

84, Banarasi Dass Estate, Lucknow Road, Timarpur, Delhi – 110054, India

Date of Birth/Age :

10.03.1935

Qualification :

Ph. D (University of Leeds)

Experience :

51 years

Date of Appointment :

07.12.1988

DIN No.:

00715001

 

 

Name :

Mr. Surrinder Lal Kapur

Designation :

Director

Address :

161, A/! Western Avenue, Sainik Farms, New Delhi – 110062, India

Date of Birth/Age :

07.03.1937

Qualification :

M.A., L.L. B., I.A.S.[Retired]

Date of Appointment :

27.12.2000

DIN No.:

00033312

 

 

Name :

Mr. Avinash Parkash Gandhi

Designation :

Director

Address :

C-2/14, Safdarjung Development Area, New Delhi – 110016, India

Date of Birth/Age :

01.10.1938

Qualification :

B.E. [Mechanical]

Date of Appointment :

30.10.2003

DIN No.:

00161107

 

 

Name :

Mr. Prithvi Raj Khanna

Designation :

Director

Address :

House No. 70, Sunder Nagar, New Delhi -110003, India

Date of Birth/Age :

02.07.1933

Qualification :

B.Com., F.C.A.

Date of Appointment :

21.11.2005

DIN No.:

00048800

 

 

Name :

Mr. Arun Kumar Seth

Designation :

Director

Address :

30A, Friends Colony West, New Delhi – 110065, India

Date of Birth/Age :

15.01.1942

Qualification :

M.B.A (University of Leeds)

Experience :

48 years

Date of Appointment :

05.09.2009

DIN No.:

00794656

 

 

KEY EXECUTIVES

 

Name :

Ms. Preeti Gandhi

Designation :

Secretary

Address :

23/136, Lodhi Colony, New Delhi – 110003, India

Date of Birth/Age :

20.04.1982

Date of Appointment :

24.07.2008

PAN No.:

AKVPG9563F

 

 

MAJOR SHAREHOLDERS / SHAREHOLDING PATTERN

 

SHAREHOLDING DETAILS FILE ATTACHED

 

 

AS ON 10.07.2012

 

Equity Share Breakup

 

Percentage of Holding

Category

 

 

Foreign holdings [Foreign institutional investors, Foreign Companies, Foreign Financial Institutions, Non-resident Indian or Overseas corporate bodies or others]

 

71.36

Bodies corporate

 

4.89

Directors or relatives of directors

 

15.17

Other top fifty shareholders

 

5.01

Others

 

3.57

Total

 

100.00

 

 

BUSINESS DETAILS

 

Line of Business :

Manufacturer of Automotive Components and Non-Woven Fabric.

 

 

Products :

ITC Code

Product Descriptions

57050019

Floor Coverings

87089900

NVH Products

56039100

Non woven light weights

 

 

GENERAL INFORMATION

 

No. of Employees :

Not Available

 

 

Bankers :

Ø       State Bank of Hyderabad, Commercial Branch, 74, Janpath, New Delhi – 110001, India

 

Ø       Gurgaon Gramin Bank, 565 Railway Road, “Shiv Plaza”, Sector – 4 and 7 Crossing, Gurgaon - 122001, Haryana, India

 

 

Facilities :

 

Secured Loans

31.03.2012

31.03.2011

 

 

(Rs. In Millions)

Term loans from banks

355.794

275.936

Long-term maturities of finance lease

obligations

1.765

0.551

Working capital loans from banks

170.006

250.211

Total

527.565

526.698

 

Footnotes

 

(A) (Term loans are secured by way of mortgage by deposit of respective title deeds in respect of all the Company's immovable properties, both present & future, on a pari-passu basis.) (Term Loans from banks carries interest @ 13.50% to 16 %) Repayment of term loans are as under: 2012-13 - Rs. 106.682 Millions 2013-14 - Rs. 121.794 Millions 2014-15 - Rs. 86.500 Millions Beyond 2014-15 - Rs. 173.500 Millions

 

(B) Repayable as annual royalty/ lumpsum payment @26% of the monies disbursed by DSIR for a period of five years (i.e. a total 1.3 times of the money disbursed by DSIR) from the start of captive use of product by Company, if any and /or commercial sale of the "Product" produced in their Pilot / Commercial or a new producing plant installed on the basis of result of the Technology Development and Demonstration Programme (TDDP) project, whichever is earlier. The loan has been granted under DSIR programme named "Technology Development and Demonstration Programme of Technology Promotion, Development and Utilization (TPDU) Scheme to partially fund the activities of Indian industry for research and development and up gradation of technology.

 

 

 

Banking Relations :

--

 

 

Auditors :

 

Name :

S. N. Dhawan and Company

Chartered Accountants

Address :

C 37, Connaught Place, New Delhi – 110001, India

Income-tax PAN of auditor or auditor's firm :

AAQFS0580H

 

 

Associate :

Ø       Unicel Impex Private Limited [U51396DL1994PTC059081]

Ø       Universal Paper Export Company Limited

 

 

Holding company

Uniproucts (Mauritius) Limited

 

 

Joint venture :

Juken Uniproducts Private Limited [U25206DL2005PTC143671]

 

 

Enterprises which are owned, or have significant

influence of or are partners with Key management personnel and their relatives :

Ø       A.K. Family Trust

Ø       Darrameks Hotels and Developers Private Limited [U55101DL2007PTC170719]

Ø       Ex-hinudities Trust

Ø       Metore Mining Private Limited [U74899DL1990PTC039170]

 

 

CAPITAL STRUCTURE

 

AS ON 10.07.2012

 

Authorised Capital :

No. of Shares

Type

Value

Amount

 

 

 

 

15,000,000

Equity Shares

Rs. 10/- each

Rs. 150.000 Millions

 

 

 

 

 

Issued, Subscribed & Paid-up Capital :

No. of Shares

Type

Value

Amount

 

 

 

 

9,693,180

Equity Shares

Rs. 10/- each

Rs. 96.932 Millions

 

 

 

 

 

 

AS ON 31.03.2012

 

Authorised Capital :

No. of Shares

Type

Value

Amount

 

 

 

 

12,000,000

Equity Shares

Rs. 10/- each

Rs. 120.000 Millions

 

 

 

 

 

Issued, Subscribed & Paid-up Capital :

No. of Shares

Type

Value

Amount

 

 

 

 

9,693,180

Equity Shares

Rs. 10/- each

Rs. 96.932 Millions

 

 

 

 


 

FINANCIAL DATA

[all figures are in Rupees Millions]

 

ABRIDGED BALANCE SHEET

 

SOURCES OF FUNDS

 

31.03.2012

31.03.2011

31.03.2010

SHAREHOLDERS FUNDS

 

 

 

1] Share Capital

96.932

87.432

87.432

2] Share Application Money

0.000

0.000

0.000

3] Reserves & Surplus

420.369

443.741

430.824

4] (Accumulated Losses)

0.000

0.000

0.000

NETWORTH

517.301

531.173

518.256

LOAN FUNDS

 

 

 

1] Secured Loans

527.565

526.698

556.377

2] Unsecured Loans

234.800

84.200

106.200

TOTAL BORROWING

762.365

610.898

662.577

DEFERRED TAX LIABILITIES

72.910

99.171

96.343

 

 

 

 

TOTAL

1352.576

1241.242

1277.176

 

 

 

 

APPLICATION OF FUNDS

 

 

 

 

 

 

 

FIXED ASSETS [Net Block]

1204.280

1054.295

999.329

Capital work-in-progress

15.224

41.200

33.557

 

 

 

 

INVESTMENT

11.340

11.340

11.340

DEFERRED TAX ASSETS

0.000

0.000

0.000

 

 

 

 

CURRENT ASSETS, LOANS & ADVANCES

 

 

 

 

Inventories

276.325

250.549

188.871

 

Sundry Debtors

222.835

218.610

226.761

 

Cash & Bank Balances

12.387

5.644

12.197

 

Other Current Assets

0.315

0.264

0.000

 

Loans & Advances

91.221

88.882

84.745

Total Current Assets

603.083

563.949

512.574

Less : CURRENT LIABILITIES & PROVISIONS

 

 

 

 

Sundry Creditors

258.435

226.323

176.383

 

Other Current Liabilities

206.152

174.963

72.882

 

Provisions

16.764

28.256

30.359

Total Current Liabilities

481.351

429.542

279.624

Net Current Assets

121.732

134.407

232.950

 

 

 

 

MISCELLANEOUS EXPENSES

0.000

0.000

0.000

 

 

 

 

TOTAL

1352.576

1241.242

1277.176

 


PROFIT & LOSS ACCOUNT

 

 

PARTICULARS

31.03.2012

31.03.2011

31.03.2010

 

SALES

 

 

 

 

 

Revenue from operations

1526.279

1763.169

1559.504

 

 

Other Income

11.325

7.135

25.074

 

 

TOTAL                                     (A)

1537.604

1770.304

1584.578

 

 

 

 

 

Less

EXPENSES

 

 

 

 

 

Cost of materials consumed

793.065

953.771

 

 

Purchases of stock-in-trade

162.590

106.754

 

 

 

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

(46.602)

(27.724)

 

 

 

Employee benefit expense

204.601

209.901

 

 

 

Other expenses

311.463

338.792

 

 

 

TOTAL                                     (B)

1425.117

1581.494

1379.539

 

 

 

 

 

Less

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

112.487

188.810

205.039

 

 

 

 

 

Less

FINANCIAL EXPENSES                         (D)

97.688

69.549

68.059

 

 

 

 

 

 

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

14.799

119.261

136.980

 

 

 

 

 

Less/ Add

DEPRECIATION/ AMORTISATION                     (F)

90.935

87.833

77.699

 

 

 

 

 

 

PROFIT BEFORE TAX (E-F)                               (G)

(76.136)

31.428

59.281

 

 

 

 

 

Less

TAX                                                                  (H)

(26.260)

8.128

12.853

 

 

 

 

 

 

PROFIT AFTER TAX (G-H)                                (I)

(49.876)

23.300

46.428

 

 

 

 

 

Add

PREVIOUS YEARS’ BALANCE BROUGHT FORWARD

113.634

99.276

73.661

 

 

 

 

 

Less

APPROPRIATIONS

 

 

 

 

 

Transfer to General Reserve

0.000

0.786

4.446

 

 

Proposed Dividend

0.000

6.994

13.989

 

 

Tax on Dividend

0.000

1.162

2.378

 

 

 

 

8.942

20.813

 

BALANCE CARRIED TO THE B/S

63.758

113.634

99.276

 

 

 

 

 

 

EARNINGS IN FOREIGN CURRENCY

 

 

 

 

 

Commission

1.764

0.889

0.713

 

 

Special Discount

0.294

0.000

0.010

 

TOTAL EARNINGS

2.058

0.889

0.723

 

 

 

 

 

 

IMPORTS

 

 

 

 

 

Raw Materials

55.709

84.727

86.962

 

 

Stores & Spares

10.844

9.111

16.401

 

 

Capital Goods

86.401

24.139

5.348

 

 

Trading Goods

111.494

73.095

42.338

 

TOTAL IMPORTS

264.448

191.072

151.049

 

 

 

 

 

 

Earnings Per Share (Rs.)

(5.45)

2.66

5.31

 

 

KEY RATIOS

 

PARTICULARS

 

 

31.03.2012

31.03.2011

31.03.2010

PAT / Total Income

(%)

(3.24)

1.32

2.93

 

 

 

 

 

Net Profit Margin

(PBT/Sales)

(%)

(4.99)

1.78

3.80

 

 

 

 

 

Return on Total Assets

(PBT/Total Assets}

(%)

(4.21)

1.94

3.92

 

 

 

 

 

Return on Investment (ROI)

(PBT/Networth)

 

(0.15)

0.06

0.11

 

 

 

 

 

Debt Equity Ratio

(Total Debt/Networth)

 

1.47

1.15

1.28

 

 

 

 

 

Current Ratio

(Current Asset/Current Liability)

 

1.25

1.31

1.83

 

 

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

No

9]

Name of person contacted

No

10]

Designation of contact person

No

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

--

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

Yes

33]

Voter ID No of Proprietor/Partner/Director, if available

No

34]

External Agency Rating, if available

Yes

 

 

UNSECURED LOANS

 

Unsecured Loans

31.03.2012

31.03.2011

 

 

(Rs. In Millions)

Borrowing from government semi-government bodies

7.500

0.000

Loans and advances from related parties

140.000

0.000

Working capital loans from banks

87.300

84.200

Total

234.800

84.200

 

 

CORPORATE INFORMATION

 

Unipdoucts (India) Limited is a public limited company domiciled in India and incorporated under the provisions of Companies Act, 1956. The Company is engaged in the business of manufacture of wall to wall carpets, interlinings, moulded carpets, noise, vibration and hashness (NVH) insulation parts, roof liner fabrics and heat shields. It also trades in laminated floorings, carpet tiles, engineered wood, loop pile carpets, decorative grass, fluff pulp and similar products.

 

 

OPERATIONS

 

The Company has recorded a decline in sales in the financial year 2011-12. Overall sales declined by 14% as compared with the previous year, whereas sales of the lifestyle division increased by 29%.

 

The pre-tax loss incurred by the Company during 2011-12 is Rs.76.137 millions as compared to the pre-tax profit of Rs. 31.427 millions recorded during 2010-11. The loss after tax is Rs.49.876 millions as compared with the profit after tax of Rs. 23.300 millions recorded during 2010-11. The Company’s performance was adversely affected by several external events that took place during 2011-12. Due to the tsunami in Japan early last year, the supply chains of Honda Motors and Toyota Motors in India were badly affected, and as a result the vehicle production of these companies was very low in the first quarter. Further, some car manufacturers like Hyundai Motors, and specially Maruti, were affected by labor unrest which took a heavy toll on their production and sales. To make matters worse, the production at Honda Motors was halted once again during the year due to the floods in Thailand resulting in non availability of components. Uniproducts is a supplier of various parts to all these car manufactures, and consequently, their Company’s sales were impacted during the financial year 2011-12. As a result of this turmoil, some of the car launches scheduled for 2011 were postponed for 2012, which further affected their sales. During this entire period, the Company had to maintain manpower for the anticipated capacity and bear the salary cost, as these circumstances could not be anticipated or foreseen. Furthermore, high interest costs due to an increase in interest rates also contributed to the decline in profitability.

 

The Company is taking steps to reduce costs and improve efficiencies, tap new business opportunities, diversify its product portfolio, enhance value addition to its customer base and maximize capacity utilization with least cost to improve profitability. With these efforts the Company hopes to generate higher revenues and profitability.

 

The Company has also invested in new technology and assets for product diversification and to make available adequate manufacturing capacities for the growth that it expects in the forthcoming years. A high technology line has been imported during the year for manufacture of technical textiles in the non-woven category.

 

The Company believes that the set back of the financial year 2011-12 can be reversed only through strenuous efforts in achieving “customer delight” through manufacture of world class products at competitive prices. The Company intends to strengthen its resolve to follow the paradigm of “Customer is King”, and to achieve this end, the Company has continued its efforts in implementing Total Productivity Management (TPM) techniques in production. It aims to pursue lean manufacturing diligently for improving efficiencies, productivity and yield. Product diversification and new product development have been identified as thrust areas and several greener, recyclable and lighter products have been launched over the years which now contribute steadily to the Company’s turnover and profits. They continue to lay emphasis on safety, health, quality systems at all their plants and other cost reductions through VA/VE. Institution of energy audits and implementation of the recommendations to optimize energy consumption, as well as strict control over overhead costs is also given due importance.

 

 

FUTURE PROSPECTS

 

Although the automotive sector may continue to witness sluggish growth during 2012-13, the long term outlook continues to be bullish with the cars to be manufactured in India estimated to be around 5 million by the year 2015-16 and 7.5 million by the year 2020-21. India has become a hub for small cars, as well as for outsourcing of auto components as almost all major global car manufacturers have set up manufacturing facilities in India. Their Company is well established to participate in this growth story through its existing wide range of products which it supplies to most car manufacturers in India. The Company anticipates cost pressures, but plans to maintain its margins through improved productivity, cost reductions, VA/VE measures and focus on high value added products. Further the Company intends to increase sales of its lifestyle division during 2012-13 by adding new products and new and improved varieties to its existing product portfolio.

 

 

JOINT VENTURE WITH JUKEN TECHNOLOGY LIMITED, SINGAPORE

 

The Company had incorporated a joint venture company namely “Juken Uniproducts Private Limited” under the shareholder’s agreement entered into with Juken Technology Limited, a Singapore based company in the year 2005-06. This Company commenced commercial production on July 31, 2006. During the financial year ended March 31, 2012, it has achieved gross sales of Rs. 147.522 millions and profit before tax of Rs. 18.258 millions on the basis of unaudited results. The Company’s products have been well received by the customers in the Indian and overseas markets, and the Directors are confident that this joint venture will achieve higher sales and profits in the coming financial year. Mr. David Wong, Chairman of Juken Group, informed the management of the Company that there is a proposal for acquisition of the Juken Group by the “Frencken Group Limited” of Singapore. Subsequent to the proposed acquisition, Juken Uniproducts Private Limited will continue to remain a subsidiary of Juken Technology Limited, which is also the current situation. Mr. David Wong, the current Chairman of Juken Uniproducts Private Limited will continue to be so, and will head the Plastics Division of Frencken Group Limited. The high precision moulded plastics business in India will continue to be routed through Juken Uniproducts Private Limited, but for other businesses of the Frencken group, any Indian operations may be commenced independently. The above project is subject to successful due diligence and regulatory approvals from various authorities at Singapore.

 

 

MANAGEMENT DISCUSSIONS AND ANALYSIS

 

INDUSTRY STRUCTURE, DEVELOPMENT AND SEGMENT-WISE PERFORMANCE

 

The Company’s business is distributed between OEM products which comprise moulded carpets, trims, roof liner fabric, NVH parts, and lifestyle division products consisting of needle punch and tufted wall to wall carpets, interlinings, laminate floorings, carpet tiles and wall paper. During the year 2011-12 OEM products continued to contribute a significant part of the Company’s business. All products sale for the year was Rs. 1665.236 millions, registering a decrease of 14% against the previous year. Given below is the segment-wise performance of the above product categories:

 

OEM Products:

 

These recorded a sale of Rs.1430.252 millions during the year, registering a decrease of 18% against the previous year. During this period, the passenger car segment, to which the company supplies all its products, grew by 2%. The company continues to retain its leadership position in the market for its product range in the car interiors. It has also maintained its dominant share of business in its products range with the various OEMs. Significant developments taking place in their product ranges that are likely to benefit them are:

 

Their innovative products, which provide superior acoustic and insulation properties are preferred by the vehicle manufacturers.

 

The Company has launched greener, lighter and recyclable products into the market as well as products having better fire retardant properties.

 

Lifestyle Division Products:

 

Sale of these products was Rs. 234.984 millions during the year, registering a healthy increase of 29% over the previous year. The Company continues to focus its growth efforts on marketing of its wall to wall carpets, tufted carpets, carpet tiles and laminate floorings, and has diversified its product range by adding engineered wood, decorative grass and wall paper to its portfolio. Simultaneously, it has strengthened its distribution network, focused on promoting its indigenously produced needle punch carpets, and added a projects division which aims to provide institutional customers with one-stop-solutions for their flooring requirements.

 

 

OUTLOOK ON OPPORTUNITIES

 

The Indian economy grew at 7% in the fiscal 2011-12 and consequently, there was an all round increase in industrial activity in most sectors. The automotive sector is expected to continue to witness steady growth during the coming years, although a temporary slowdown may be witnessed due to the prevailing high interest costs and the uncertainty in the global markets. Most overseas automobile companies have set up manufacturing facilities in India to tap the huge domestic market and to take advantage of the low cost of production in the country. They have made India an outsourcing hub for procuring high quality components at competitive prices. With the car manufacturers intending to use the strategy of launching several new models of cars in various price segments, the automobile sector will witness robust growth, and the long term outlook for the sector remains bullish. Uniproducts expects to be a part of this growth by availing these opportunities.

 

The Company sees continuing growth opportunities in the flooring products being sold by it, and is adding several varieties to the existing product range to achieve higher market penetration.

 

 

BANKERS CHARGES REPORT AS PER REGISTRY

 

Corporate identity number of the company

U45201HR1982PLC014785

Name of the company

UNIPRODUCTS (INDIA) LIMITED

Address of the registered office or of the principal place of  business in India of the company

Jarthal Village Road, 84 KM Stone, Delhi Jaipur Road, P O Sangwari, Rewari – 123401, Haryana, India

Email: preeti@unitexindia.com

This form is for

Creation of charge

Type of charge

Book debts

Movable property (not being pledge)

Particular of charge holder

State Bank of Hyderabad, Commercial Branch, 74, Janpath, New Delhi – 110001, India

Email: sbhkgmarg@yahoo.co.in

Nature of description of the instrument creating or modifying the charge

1. Agreement of hypothecation of goods and assets dated November 26, 2012 (Form C2)’

 

2. Letter regarding the grant of individual limits within the overall limits dated November 26, 2012 (Form C5)

Date of instrument Creating the charge

26.11.2012

Amount secured by the charge

Rs. 100.000 Millions

Brief particulars of the principal terms an conditions and extent and operation of the charge

Rate of Interest

4.75% above base rate present effective rate 15.00% p.a. (floating) with monthly rests with reset after two years from the date of first disbursement.

 

Terms of Repayment

Repayable in 11 quarterly instalments of Rs. 8.500 Millions and 12th instalment of Rs. 6.500 Millions after a moratorium  of 2 years from the date of first disbursement or w.e.f. October 2014 whichever is earlier

 

Margin

NIL

 

Extent and Operation of the charge

First parri passu charge on entire fixed assets (moveable and immoveable) of the company (both present and future) including equitable mortgage on seven properties of the company

 

Second parri passu charge on entire current assets (both present and future) of the company

 

Others

Other terms and conditions as mentioned in sanctioned letter no. F/adv/ UIL/ 1413 dated October 29 2012

 

Short particulars of the property charged

First parri passu charge on entire fixed assets (moveable & immoveable) of the company (both present and future) including equitable mortgage on seven properties of the company

 

Second parri passu charge on entire current assets (both present and future) of the company

 

 

Contingent Liabilities incurred in relation to interest in joint venture are as follows:

 

The Company has given guarantee on behalf of Juken Uniproducts Private Limited (a Joint Venture Company) in favour of:

 

(a) Dy. Commissioner of Customs of Rs. 1.600 Millions (Previous Year Rs. 1.600 Millions)

(b) State Bank of Patiala against credit facilities of Rs. 83.500 Millions (Previous Year Rs. 83.500 Millions)

 

(Rs. in millions)

Particulars

31.03.2012

31.03.2011

(i) Letters of Credit

140.611

123.017

(ii) Bank Guarantees

86.796

88.871

(iii) Local Area Development Tax

9.683

7.096

(iv) Excise duty

198.183

197.025

(iv) Sales Tax

1.421

34.182

(v) Passenger Goods Tax

0.000

2.528

(vi) Income Tax

1.422

1.422

 


FIXED ASSETS:

 

Tangible Assets

Ø       Land Freehold

Ø       Leasehold

Ø       Buildings

Ø       Plant and Machinery

Ø       Office Equipments

Ø       Furniture and Fixture

Ø       Computer

 

Intangible Assets

Ø       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 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. 53.84

UK Pound

1

Rs. 81.24

Euro

1

Rs. 70.39

 

 

INFORMATION DETAILS

 

Report Prepared by :

BVA

 


 

SCORE & RATING EXPLANATIONS

 

SCORE FACTORS

 

RANGE

POINTS

HISTORY

1~10

5

PAID-UP CAPITAL

1~10

4

OPERATING SCALE

1~10

3

FINANCIAL CONDITION

 

 

--BUSINESS SCALE

1~10

4

--PROFITABILIRY

1~10

3

--LIQUIDITY

1~10

3

--LEVERAGE

1~10

3

--RESERVES

1~10

4

--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

NO

--AFFILIATION

YES/NO

YES

--LISTED

YES/NO

NO

--OTHER MERIT FACTORS

YES/NO

YES

DEFAULTERS 

 

 

--RBI

YES/NO

NO

--EPF

YES/NO

NO

TOTAL

 

32

 

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.