MIRA INFORM REPORT

 

 

Report Date :

08.07.2013

 

IDENTIFICATION DETAILS

 

Name :

KARUTURI GLOBAL LIMITED

 

 

Registered Office :

# 204, Embassy Center, 11, Crescent Road, Bangalore– 560001, Karnataka

 

 

Country :

India

 

 

Financials (as on) :

31.03.2012

 

 

Date of Incorporation :

26.12.1994

 

 

Com. Reg. No.:

08-016834

 

 

Capital Investment / Paid-up Capital :

Rs.1100.000 Millions

 

 

CIN No.:

[Company Identification No.]

L01122KA1994PLC016834

 

 

Legal Form :

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

 

 

Line of Business :

The Company’s operates in a single segment, agriculture. It is also focused on its agribusiness. It has taken up cultivation in Ethiopia. The Company’s other business interests include food processing, floriculture retailing, and information technology. In April 2013, the Company divested from the noncore ISP business.

 

 

No. of Employees :

Not Available

 

 

RATING & COMMENTS

 

MIRA’s Rating :

B (27)

 

RATING

STATUS

PROPOSED CREDIT LINE

26-40

B

Capability to overcome financial difficulties seems comparatively below average.

Small

 

Maximum Credit Limit :

USD 33000000

 

 

Status :

Moderate

 

 

Payment Behaviour :

Slow

 

 

Litigation :

Clear

 

 

Comments :

Subject is an established company having a moderate track record. The company has imminent risk of default in FCCB redemption; Further the credit risk profile of the company is adversely impacted by the contingent liabilities.

 

However, trade relations are reported to be fair. Business is active. Payments are reported to be slow.

 

The company can be considered for business dealings with great 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 – March 31st, 2013

 

Country Name

Previous Rating

(31.12.2012)

Current Rating

(31.03.2013)

India

A1

A1

 

Risk Category

ECGC Classification

Insignificant

 

A1

Low

 

A2

Moderate

 

B1

High

 

B2

Very High

 

C1

Restricted

 

C2

Off-credit

 

D

 

 

EXTERNAL AGENCY RATING

 

Rating Agency Name

ICRA

Rating

B+ (Term Loan)

Rating Explanation

Having high risk of default regarding timely servicing of financial obligation.

Date

October 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/ Corporate Office

 :

# 204, Embassy Center, 11, Crescent Road, Bangalore– 560001, Karnataka, India

Tel. No.:

91-80-40809000

Fax No.:

91-80-22259782

E-Mail :

nagesh.babu@karuturi.com

investorrelations@karuturi.com

info@karuturi.com

Website :

www.karuturi.com

 

 

Domestic Offices :

FACILITIES / PLANT / OFFICE LOCATIONS - INDIA

 

LOCATED AT

 

Floriculture

 

·         Bangalore

 

Food Processing

 

·         Tumkur 

 

Internet Services

 

·         Bangalore 

·         Gurgaon

·         Noida

·         Bangalore 

·         Gurgaon

·         Hyderabad

 

 

Overseas Office  :

·         Dubai

·         Kenya

·         Ethiopia

·         Holland

 

 

DIRECTORS

 

As on: 31.03.2012

 

Name :

Mr. Sai Ramakrishna Karuturi

Designation :

Chairman and Managing Director

 

 

Name :

Ms. Anitha Karuturi

Designation :

Whole time Director

 

 

Name :

Ms. Aslesha P Madappa

Designation :

Director

 

 

Name :

Mr. Satish Kumar Caroli

Designation :

Director

 

 

Name :

Mr. Raja Vara Prasad Bommidala

Designation :

Director

 

 

Name :

Mr. Mahendra Kumar Sunkara

Designation :

Director

 

 

Name :

Mr. Man Mohan Agarwal

Designation :

Director

 

 

Name :

Ms. Bina Dinesh Trivedi

Designation :

Director

 

 

Name :

Mr. Raaj Sah

Designation :

Director

Date of Appointment :

15.11.2011

 

 

KEY EXECUTIVES

 

Name :

Mr. Nagesh Babu .K.L

Designation :

Company Secretary

 

 

SHAREHOLDING PATTERN

 

As on: 31.03.2013

 

Category of shareholder

Number of Shares

Percentage of Holdings

(A) Shareholding of Promoter and Promoter Group

 

 

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

 

 

http://www.bseindia.com/include/images/clear.gifIndividuals / Hindu Undivided Family

70198260

8.79

http://www.bseindia.com/include/images/clear.gifBodies Corporate

58500000

7.33

http://www.bseindia.com/include/images/clear.gifSub Total

128698260

16.12

http://www.bseindia.com/include/images/clear.gif(2) Foreign

 

 

Total shareholding of Promoter and Promoter Group (A)

128698260

16.12

(B) Public Shareholding

 

 

http://www.bseindia.com/include/images/clear.gif(1) Institutions

 

 

http://www.bseindia.com/include/images/clear.gifMutual Funds / UTI

14657

0.00

http://www.bseindia.com/include/images/clear.gifFinancial Institutions / Banks

540340

0.07

http://www.bseindia.com/include/images/clear.gifCentral Government / State Government(s)

134000

0.02

http://www.bseindia.com/include/images/clear.gifInsurance Companies

1500000

0.19

http://www.bseindia.com/include/images/clear.gifForeign Institutional Investors

164925822

20.66

http://www.bseindia.com/include/images/clear.gifSub Total

167114819

20.94

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

 

 

http://www.bseindia.com/include/images/clear.gifBodies Corporate

67954947

8.51

http://www.bseindia.com/include/images/clear.gifIndividuals

 

 

http://www.bseindia.com/include/images/clear.gifIndividual shareholders holding nominal share capital up to Rs. 0.100 Million

187490323

23.49

http://www.bseindia.com/include/images/clear.gifIndividual shareholders holding nominal share capital in excess of Rs. 0.100 Million

88575513

11.10

http://www.bseindia.com/include/images/clear.gifAny Others (Specify)

158381786

19.84

http://www.bseindia.com/include/images/clear.gifClearing Members

1306473

0.16

http://www.bseindia.com/include/images/clear.gifNon Resident Indians

21161202

2.65

http://www.bseindia.com/include/images/clear.gifTrusts

215000

0.03

http://www.bseindia.com/include/images/clear.gifForeign Corporate Bodies

135699111

17.00

http://www.bseindia.com/include/images/clear.gifSub Total

502402569

62.94

Total Public shareholding (B)

669517388

83.88

Total (A)+(B)

798215648

100.00

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

0

0.00

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

0

0.00

http://www.bseindia.com/include/images/clear.gif(2) Public

11511000

0.00

http://www.bseindia.com/include/images/clear.gifSub Total

11511000

0.00

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

809726648

0.00

 

 

BUSINESS DETAILS

 

Line of Business :

The Company’s operates in a single segment, agriculture. It is also focused on its agribusiness. It has taken up cultivation in Ethiopia. The Company’s other business interests include food processing, floriculture retailing, and information technology. In April 2013, the Company divested from the noncore ISP business.

 

 

GENERAL INFORMATION

 

No. of Employees :

Not Available

 

 

Bankers :

·         ICICI Bank Limited

·         Dhanlaxmi Bank

·         HDFC Bank Limited

 

 

Facilities :

(Rs. In Millions)

Secured Loan

As on

31.03.2012

As on

31.03.2011

LONG TERM BORROWINGS

 

 

Term Loans from Banks

148.011

12.398

NHB Soft Loan

0.000

12.504

SHORT TERM BORROWINGS

 

 

Working Capital Facilities from Banks

118.810

101.724

Total

266.821

126.626

 

Details of Secured Term Loan:

(Rs. in Millions)

Sl.

No

Name of Bank/ Financial Institution

Details of Security

Amount outstanding

Repayment Terms

1

National Horticulture Board, Bangalore

Equitable Mortgage Lease

Hold Land, Bldg, Plant and

Machinery at Doddababllapur

12.503

To be set off against deposits made by the Company grouped under Short Term Loans and Advances

2

ICICI Bank Limited,

Bangalore

Equitable Mortgage of office premises at 10th Floor Raheja Tower, M.G. Road, Bangalore

151.604

Quarterly 67 lakhs payable , ending on 10/02/2021

3

Dhanlaxmi Bank, Bangalore

Hypothecation of Vehicle

4.082

Quarterly 3 lakhs payable, ending on

15/03/2016

4

HDFC Bank,

Bangalore

.......do........

0.022

Quarterly 0.22 lakhs payable , ending on

06/06/2012

5

ICICI Bank Limited, Bangalore

.......do........

3.103

Quarterly 6 lakhs payable , ending on

01/08/2013

6

ICICI Bank Limited, Bangalore

.......do........

1.598

Quarterly 2lakhs payable , ending on

15/06/2014

 

Total

 

172.913

 

 

(Rs. in Millions)

Sl. No

Name of

Bank/Financial

Instituition

Details of Security

Amount oustanding

1

Axis bank Limited

Pari passu charge on the current assets

118.810

 

 

 

 

 

Banking Relations :

 

 

 

Auditors :

 

Name :

Messrs Ishwar and Gopal

Chartered Accountants

Address :

Sri Vinayaka Motor Service Building No, 21/3. T.S.P. Road Kalasipalyam, Bangalore-560002., Karnataka, India

 

 

KMP interested company :

·         Anitha Reality Private Limited

·         Rhea Holding Limited

 

 

KMP Interested Firm :

Horticulture Synergies

 

 

Wholly Owned Subsidiary :

·         Karuturi Telecom Private Limited

·         Karuturi Foods Private. Limited.

·         KaruturiFloritech Private. Limited.

·         Karuturi Overseas Limited

 

 

Subsidiary with effect from 26-11-2011 :

Florista India Private Limited

 

 

 

Step down Subsidiary :

·         Karuturi Flower Express Private. Limited.

·         Ethiopia Meadows Plc

·         Flower Xpress FZE

·         Yashoda Investment Limited

·         Surya Holding Limited

·         Karuturi Limited

·         Karuturi Hospital Limited

·         Rhea Holdings Limited

·         Karuturi Sports Limited

·         Karuturi Agro Products PLC

·         Surya Blossoms PLC

·         Shiv pack PLC

 

 

CAPITAL STRUCTURE

 

As on: 31.03.2012

 

Authorised Capital :

No. of Shares

Type

Value

Amount

 

 

 

 

1100000000

Equity Shares

Rs.1/- each

Rs.1100.000 Millions

 

 

 

 

 

Issued, Subscribed & Paid-up Capital :

No. of Shares

Type

Value

Amount

 

 

 

 

808979232

Equity Shares

Rs.1/- each

Rs.808.979 Millions

 

 

 

 

 

 

Reconciliation of the equity shares outstanding at the beginning and at the end of the reporting period:

 

Particulars

31-Mar-2012

Number of Equity Shares outstanding at the beginning of the year

8,055.07

On Preferential Allotment

34.72

Conversion of Share warrants

-

Conversion of FCCB

-

Alloted against ESOP entitlement

-

Conversion of GDR

-

Number of Equity Shares outstanding at the end of the year

8,089.79

 

 

Terms/rights attached to Equity Shares

 

The company has only one class of equity shares having par value of Re 1 per Share. Each holder of Equity Shares is entitled to one vote per share. The Company declares and pays dividend in Indian Rupees. The dividend proposed by the Board of Directors is subject to the approval of the shareholders in the Annual General Meeting. In the event of liquidation of the company, the holders of equity shares will be entitled to receive remaining assets of the company, after distribution of all preferential amounts. The distribution will be in proportion to the number of equity shares held by the shareholders.

 

 

The details of shareholder holding more than 5% Equity Shares are set below

 

Name of Shareholder

As at March 31,2012

 

 

No. of Shares

% of Holding

Rays Global Corporation

4,10,00,000

5.07

Maxworth Investment Limited

4,10,00,000

5.07

Emerging India Focus Funds

5,59,25,582

6.91

Elera India Opportunities Fund Limited

6,10,57,000

7.55

India Focus Cardinal Fund

6,61,43,000

8.18

Simply Class Fashions Private Limited

6,80,00,000

8.41

Sai Ramakrishna Karuturi

6,88,20,880

8.51

 


 

FINANCIAL DATA

[all figures are in Rupees Millions]

 

ABRIDGED BALANCE SHEET

 

SOURCES OF FUNDS

 

 

31.03.2012

31.03.2011

I.        EQUITY AND LIABILITIES

 

 

 

(1)Shareholders' Funds

 

 

 

(a) Share Capital

 

808.979

805.507

(b) Reserves & Surplus

 

7585.380

8165.865

(c) Money received against share warrants

 

0.298

0.000

 

 

 

 

(2) Share Application money pending allotment

 

0.000

0.000

Total Shareholders’ Funds (1) + (2)

 

8394.657

8971.372

 

 

 

 

(3) Non-Current Liabilities

 

 

 

(a) long-term borrowings

 

511.585

2207.002

(b) Deferred tax liabilities (Net)

 

10.492

11.936

(c) Other long term liabilities

 

35.000

35.000

(d) long-term provisions

 

1.158

0.963

Total Non-current Liabilities (3)

 

558.235

2254.901

 

 

 

 

(4) Current Liabilities

 

 

 

(a) Short term borrowings

 

157.188

102.581

(b) Trade payables

 

27.383

11.891

(c) Other current liabilities

 

2127.327

72.758

(d) Short-term provisions

 

780.831

93.827

Total Current Liabilities (4)

 

3092.729

281.057

 

 

 

 

TOTAL

 

12045.621

11507.330

 

 

 

 

II.    ASSETS

 

 

 

(1) Non-current assets

 

 

 

(a) Fixed Assets

 

 

 

(i) Tangible assets

 

370.051

413.781

(ii) Intangible Assets

 

0.523

0.566

(iii) Capital work-in-progress

 

9855.342

9846.286

(iv) Intangible assets under development

 

0.000

0.000

(v) Foreign Currency Monetary Transalation Difference Account

 

0.000

67.312

(b) Non-current Investments

 

0.000

0.000

(c) Deferred tax assets (net)

 

0.000

0.000

(d)  Long-term Loan and Advances

 

83.058

1.451

(e) Other Non-current assets

 

1.674

13.981

Total Non-Current Assets

 

10310.648

10343.377

 

 

 

 

(2) Current assets

 

 

 

(a) Current investments

 

0.000

0.000

(b) Inventories

 

15.587

14.349

(c) Trade receivables

 

173.921

86.959

(d) Cash and cash equivalents

 

6.527

27.110

(e) Short-term loans and advances

 

1528.214

1024.111

(f) Other current assets

 

10.724

11.424

Total Current Assets

 

1734.973

1163.953

 

 

 

 

TOTAL

 

12045.621

11507.330


 

SOURCES OF FUNDS

 

 

 

31.03.2010

SHAREHOLDERS FUNDS

 

 

 

1] Share Capital

 

 

489.305

2] Share Application Money

 

 

759.600

3] Reserves & Surplus

 

 

3813.941

4] (Accumulated Losses)

 

 

0.000

NETWORTH

 

 

5062.846

LOAN FUNDS

 

 

 

1] Secured Loans

 

 

944.221

2] Unsecured Loans

 

 

2523.498

TOTAL BORROWING

 

 

3467.719

DEFERRED TAX LIABILITIES

 

 

8.606

 

 

 

 

TOTAL

 

 

8539.171

 

 

 

 

APPLICATION OF FUNDS

 

 

 

 

 

 

 

FIXED ASSETS [Net Block]

 

 

272.256

Capital work-in-progress

 

 

0.000

 

 

 

 

INVESTMENT

 

 

6292.173

DEFERREX TAX ASSETS

 

 

0.000

FOREIGN CURRENCY MONETARY TRANSLATION

DIFFERENCE ACCOUNT

 

 

149.879

 

 

 

 

CURRENT ASSETS, LOANS & ADVANCES

 

 

 

 

Inventories

 

 

7.847

 

Sundry Debtors

 

 

143.062

 

Cash & Bank Balances

 

 

17.989

 

Other Current Assets

 

 

0.000

 

Loans & Advances

 

 

1804.773

Total Current Assets

 

 

1973.671

Less : CURRENT LIABILITIES & PROVISIONS

 

 

 

 

Sundry Creditors

 

 

8.994

 

Other Current Liabilities

 

 

78.275

 

Provisions

 

 

61.539

Total Current Liabilities

 

 

148.808

Net Current Assets

 

 

1824.863

 

 

 

 

MISCELLANEOUS EXPENSES

 

 

0.000

 

 

 

 

TOTAL

 

 

8539.171


PROFIT & LOSS ACCOUNT

 

 

PARTICULARS

31.03.2012

31.03.2011

31.03.2010

 

SALES

 

 

 

 

 

Income

221.059

317.968

268.103

 

 

Other Income

125.506

70.183

27.564

 

 

TOTAL                                     (A)

346.565

388.151

295.667

 

 

 

 

 

Less

EXPENSES

 

 

 

 

 

Cost of Materials Consumed

3.731

5.709

151.765

 

 

Purchase of Stock-in Trade

88.803

166.964

 

 

 

Change in Inventory of Finished Goods, Work-in-Progress and Stock-in Trade

(0.673)

(6.705)

 

 

 

Employee Benefits Expense

19.389

22.737

 

 

 

Other Expenses

84.699

60.938

 

 

 

TOTAL                                     (B)

195.949

249.643

151.765

 

 

 

 

 

Less

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

150.616

138.508

143.902

 

 

 

 

 

Less

FINANCIAL EXPENSES                         (D)

18.202

20.850

16.992

 

 

 

 

 

 

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

132.414

117.658

126.910

 

 

 

 

 

Less/ Add

DEPRECIATION/ AMORTISATION                     (F)

7.031

8.112

46.326

 

 

 

 

 

 

PROFIT BEFORE TAX (E-F)                               (G)

125.383

109.546

80.584

 

 

 

 

 

Less

TAX                                                                  (H)

11.012

10.445

(7.197)

 

 

 

 

 

 

PROFIT AFTER TAX (G-H)                                (I)

114.371

99.101

87.781

 

 

 

 

 

 

EARNINGS IN FOREIGN CURRENCY

 

 

 

 

 

Export of goods calculated on F.O.B. basis

210.109

220.139

189.352

 

 

Other income (Lease rental income)

1.000

6.000

6.000

 

TOTAL EARNINGS

211.109

226.139

195.352

 

 

 

 

 

 

Earnings Per Share (Rs.)

 

 

 

 

Basic

0.14

0.17

0.19

 

Diluted

0.13

0.15

0.15

 

QUARTERLY RESULTS

 

PARTICULARS

 

30.06.2012

30.09.2012

31.12.2012

31.03.2013

 

1st Quarter

2nd Quarter

3rd Quarter

4th Quarter

Net Sales

14.100

11.000

50.200

116.300

Total Expenditure

15.000

13.300

26.100

101.800

PBIDT (Excl OI)

(01.000)

(02.300)

24.100

14.600

Other Income

25.600

45.300

24.100

(61.800)

Operating Profit

24.600

43.000

48.200

(47.300)

Interest

07.800

5.700

10.000

19.600

Exceptional Items

0.000

0.000

0.000

(464.400)

PBDT

16.800

37.300

38.200

(531.200)

Depreciation

02.300

2.900

2.400

2.400

Profit Before Tax

14.600

34.400

35.700

(533.600)

Tax

02.500

8.200

(01.600)

(29.500)

Provisions and contingencies

0.000

0.000

0.000

0.000

Profit After Tax

12.100

26.200

37.400

(504.100)

Extraordinary Items

0.000

0.000

0.000

0.000

Prior Period Expenses

0.000

0.000

0.000

0.000

Other Adjustments

0.000

0.000

0.000

0.000

Net Profit

12.100

26.200

37.400

(504.100)

 

KEY RATIOS

 

PARTICULARS

 

 

31.03.2012

31.03.2011

31.03.2010

PAT / Total Income

(%)

33.00

25.53

29.69

 

 

 

 

 

Net Profit Margin

(PBT/Sales)

(%)

56.72

34.45

30.06

 

 

 

 

 

Return on Total Assets

(PBT/Total Assets}

(%)

5.72

6.87

3.59

 

 

 

 

 

Return on Investment (ROI)

(PBT/Networth)

 

0.01

0.01

0.02

 

 

 

 

 

Debt Equity Ratio

(Total Debt /Networth)

 

0.08

0.26

0.68

 

 

 

 

 

Current Ratio

(Current Asset/Current Liability)

 

0.56

4.14

13.26

 

 

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

No

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

No

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

 

 

CHARGES:

 

ENTITY

COMPETENT AUTHORITY

REGULATORY CHARGES

REGULATORY ACTION(S) / DATE OF ORDER

FURTHER DEVELOPMENTS

KARUTURI GLOBAL LIMITED

(Old Name KARUTURI NETWORKS LIMITED)

BSE

DID NOT SUBMIT SHAREHOLDING PATTERN UNDER PROVISIONS OF CLAUSE 35 FOR THE QUARTER ENDED 31-DECEMBER-2009

PUT UP ON BSE WEBSITE FOR PUBLIC NOTICE

31-DEC-2009

NOT APPEARING IN THE LIST FOR THE QUARTER ENDED 31-MARCH-2010

KARUTURI GLOBAL LIMITED

(Old Name KARUTURI NETWORKS LIMITED)

SEBI

ALLEGED FAILURE IN MAKING DISCLOSURE OF SHAREHOLDING/CHANGES IN SHAREHOLDING TO COMPANY AS REQUIRED UNDER REGULATION 13(6) OF SEBI (PROHIBITION OF INSIDER TRADING) REGULATIONS, 1992 IN MATTER OF 5,40,000 SHARES SOLD BY PROMOTER RHEA HOLDINGS PRIVATE LIMITED
ALLEGED FAILURE IN MAKING DISCLOSURE OF SHAREHOLDING/CHANGES IN SHAREHOLDING TO STOCK EXCHANGES AS REQUIRED UNDER REGULATION 7(3) SEBI TAKEOVER CODE, 1997 IN MATTER OF 5,40,000 SHARES SOLD BY PROMOTER RHEA HOLDINGS PRIVATE LIMITED

REACHED SETTLEMENT (SETTLEMENT CHARGES RS.1,75,000, ADMINISTRATION CHARGES RS.25,000 VIDE CONSENT ORDER)

08-SEP-2009

 

KARUTURI GLOBAL LIMITED

(Old Name KARUTURI NETWORKS LIMITED)

SEBI

ALLEGED FAILURE IN MAKING DISCLOSURE OF SHAREHOLDING/CHANGES IN SHAREHOLDING TO STOCK EXCHANGES AS REQUIRED UNDER REGULATION 13(6) OF SEBI (PROHIBITION OF INSIDER TRADING) REGULATIONS, 1992 IN MATTER OF KARUTURI NETWORKS LIMITED

REACHED SETTLEMENT (SETTLEMENT CHARGES RS.2,00,000 VIDE CONSENT ORDER)

12-MAR-2009

 

 

 

UNSECURED LOAN:

(Rs. in Millions)

Particulars

As on

31.03.2012

As on

31.03.2011

LONG TERM BORROWINGS

 

 

Foreign Currency Convertible Bonds (FCCB)

0.000

1995.240

Loans and advance from related parties

363.574

0.000

SHORT TERM BORROWINGS

 

 

Loans and advances from Related Parties

32.958

0.857

Inter Corporate Deposits

5.420

0.000

Total

401.952

1996.097

 

Foreign Currency Convertible Bonds:

 

Particulars

 

Issue Currency

USD

Issue Size

500 lakhs

Issue Date

12th Oct 2007

Maturity Date

19th Oct 2012

Coupon Rate

Zero Coupon

Yield to maturity-compounded semi annually

7.00%

Conversion Price post price reset.

Rs. 18.99 per Share

Fixed Exchange Rate of Conversion

Rs.39.73

Conversions as at 31st March 2012

$ 110.00 lakhs

Conversions as at 31st March 2011

$ 110.00 lakhs

Prorata premium on redemption provided for as on 31st March 2012

$ 141.53 lakhs or 7805.38 lakhs

Prorata premium on redemption not provided for as on 31st

$ 123.56 lakhs or Rs.

March 2011 (Contingent liability on Probable non conversion)

5,536.83 lakhs

Mandatory Conversion Option

Yes

 

Pro-rata Redemption Premium upto 31.03.2012 is provided by debiting Securities Premium Account.

 

Details of Term Liabilities from Related Parties:

(Rs. in Millions)

Sl. No

Name of Person/ Company/ Instituition

Repayment Terms

Long Term

1

Anitha Karuturi

Repayable in 2014-15

60.000

2

Sai Ramakrishna Karuturi

Repayable in 2014-15

50.000

3

Rhea Holding Private Limited

Repayable in 2014-15

253.574

 

Total

 

363.574

 

 

MANAGEMENT DISCUSSION AND BUSINESS ANALYSIS :

 

BUSINESS REVIEW:

 

During 2011 -12, the Company was able to maintain its position in the Floriculture Industry in the midst of the

European Crisis which is its key market. The Company continued to make steady progress in its Agricultural foray developing 1,00,000 Ha of Land in Ethiopia.

 

AGRICULTURE:

 

The Company has procured wide range of machinery and equipment, for sowing, harvesting, spraying and other processes, like high end Tractors of 250 HP and 450 HP, Mulch Rippers, Trailers, Disc plough, cultivators, maize planters, puddling wheels for the plantation purpose. These equipments have been procured from all over the world from Companies like CASE, John Deere, Great Plains, Doosan, Volvo, CRI, JCB, Ashok Leyland etc.

 

The Company had planted more than 10000 Ha last year in June but suffered a setback due to flash floods which had damaged the crops. Subsequently dykes were rebuilt with a larger base of 9 meters width at the bottom, 3 meters width at the top and a height of 3 meters. Dykes spreading over 110 KM has been built and the same is being expanded to all areas. This will prevent any flooding in future.

 

The Company has made substantial progress in setting up irrigation systems and is building a network of canals

and pumping water from Baro river.

 

This season 5000 Ha of Maize and some trial crop of Paddy has been planted and the same is growing very well.

A good harvest is expected. Drought in America and increased demand has resulted in the price of Maize quoting

at a very encouraging level. The Sugarcane Nursery is being expanded to cover about 200 Ha.

 

The Company has engaged a team of Farmers from Uruguay, South America and Farmers National Company, USA to provide the necessary expertise for Large Scale Farming. These farmers have over 20 years of experience in doing Large scale farming using high end farm equipments. These farmers have been engaged on a success based model extending its scheme of engaging with various specialists for Key functional and support areas.

 

FLORICULTURE:

 

The flagship floriculture business has been affected largely by the volatility of the Euro and the Euro zone events.

During Valentine this year both the quantities and prices were affected due to extreme weather condition going down to – 20 degrees in most parts of the markets in Europe. The Company has managed to keep the impact of the Euro Zone crisis at the minimum level.

 

In its Kenyan operations the Company continues to focus on green initiatives which include: Bio gassifiers to generate electricity, expanding the vermi licheate program and also a further extension of the green planet program. The Company has also planted new varieties in the farms which have good potential acceptability.

 

FOOD PROCESSING:

 

This food Processing business at Karuturi Foods Private Limited (KFPL) has shown about 30% growth in the topline shipping about 260 containers during the year. The Company has expanded its reach to newer markets in South America and East European countries besides its main markets in Russia and USA. The Company has invested in some new machinery to increase the efficiency levels of its processing. In the current year the Company plans to spread its market across various countries reducing its dependence on Russia which is a volatile market.

 

The factory has been certified by BRC (British Retail Consortium) besides HACCP, FDA & KOSHER. KFPL has participated in the Moscow Food Fair and ANUGA at Cologne, Germany and PLMA, Amsterdam.

 

KFPL plans to increase its processing capacity again in the next year by installing another pasteurizer, boiler and material handling equipments.

 

ISP:

 

The ISP business being carried on under Karuturi Telecom Private Limited (KTPL) was stable with the said Company growing its capacity by about 20% in terms of delivery of Bandwidth and VOIP minutes. The Company saw pressure on the margins due to fall in prices. The Company has acquired some new customers in various geographies and also continues to grow its business with its existing key customers. Stable growth is expected in the current year.

 

OUTLOOK:

 

The Company’s Strategic Goal this year would be to bring a larger area under Agricultural Production during the year and continue to create new opportunities in its Floriculture, Food Processing and IT businesses.

 

 

CONTINGENT LIABILITIES

(Rs. in Millions)

Particulars

31-Mar-2012

31-Mar-2011

Contingent Liabilities

 

 

Disputed Income Tax Dues (as detailed below)

834.966

71.900

Disputed Service Tax Dues

17.262

17.262

Disputed Entry Tax

0.250

0.250

Corporate Guarantees given to Bank against borrowing

by the Subsidiaries

4962.180

1929.400

 

 

FIXED ASSETS:

 

·         Land-Freehold

·         Land- Leasehold

·         Buildings

·         Borewell

·         Greenhouse

·         Plant and Machinery

·         Plantation

·         Furniture and Fixtures

·         Computers

·         Vehicles

 

 

AS PER WEBSITE DETAILS:

 

PRESS RELEASE:

 

SEBI IMPOSES RS 40 LAKH FINE ON KARUTURI GLOBAL'S ENTITIES

 

Jul 03, 2013, 09.01 PM IST

 

Sebi has imposed penalties worth Rs 4.000 Millions on different entities, including promoters of Karuturi Global, for alleged violations of various norms like requisite disclosures about shareholding patterns.

 

Also Read: MPS norms: SAT rejects Gillette's plea; upholds SEBI order

 

In seven separate orders dated July 2, Sebi imposed penalities on Karuturi Global MD KS Ramakrishna and company's 3 promoter entities — Anitha Karuturi, Rhea Holdings and Simply Class Fashions for violations of various regulations.

 

Besides, fines have been slapped on Karuturi Global's director Anil T and persons acting in concert with promoters.

 

In one order, Sebi has imposed a penalty of Rs 0.300 Million on Ramakrishna for indulging in insider trading activities and not making requisite disclosure regarding his shareholding. The regulator said its probe had found that Ramakrishna as managing director of Karuturi Global had traded in shares of the company while the trading window was closed.

 

As per the code of conduct under the insider trading norms, Ramakrishna was required to take permission from the company before trading which he failed to do.

 

In an another order, Sebi has collectively imposed a fine of Rs 1.500 Millions on Ramakrishna, three promoters and director Anil T  for failure to make public announcement regarding acquisition of substantial number of company's shares.

 

Consequent to a conversion of warrants into shares in 2006, the aggregate stake of these entities went up by 14.5 percent. As per norms, upon such acquisition of shares that go beyond the threshold limit of 5 percent, the entities were required to make public announcement of offer.

 

Another penalty of Rs 1.500 Millions was imposed on Ramakrishna Anitha Karuturi and their PACs for allegedly not making a public announcement after their stake in the company grew by 17.26 percent in 2005.

 

Separately, Anitha Karuturi and Simply Class Fashions were slapped with Rs 0.200 Million each, while Rhea Holdings was imposed a fine of Rs 0.300 Million for not making requisite disclosures to the company and the concerned stock exchange.

 

Meanwhile, Sebi has disposed off the case against Karuturi Global that alleged the firm of not providing BSE its revised shareholding pattern for the September quarter 2004. "I concede with the submissions of the noticee (Karuturi Global) that the errors were inadvertent, unintended and did not cause any harm to the investors," Sebi's adjudicating officer P K Kuriachen said in the order.

 

"... the noticee has already taken steps to rectify the errors. I am of the view that the present case is not fit for warranting imposition of monetary penalty," he added.

 

 

 

KARUTURI GUILTY OF TAX EVASION

 

Nairobi, 22 April 2013

 

 

Karuturi guilty of tax evasion

 

Global flower industry giant found breaking the law in Kenya

 

The Kenyan government has found Karuturi Global Limited, the world's biggest producer of cut roses, guilty of tax evasion. This is the first time an African government has brought a large multinational company to court for transfer mispricing through a fully public process. A broad alliance of civil society movements and organisations are celebrating the Kenyan government's resolve to stop such behaviour and to do so transparently.

 

In late 2012, the Kenya Revenue Authority ruled that the Bangalore, India-based multinational used transfer mispricing to avoid paying the government of Kenya nearly US$11 million (EUR8 million) in corporate income tax, part of a larger set of tax disputes with government authorities that amount to a quarter of the firm's 2012 sales. On 4 April 2013, Karuturi appealed the ruling, bringing the proceedings into the public domain.

 

"Companies like Karuturi are haemorrhaging Africa," says Dr Attiya Waris, a senior lecturer in tax law at the University of Nairobi and Vice-Chairperson of the Tax Justice Network. "Transfer mispricing is robbing Kenyan workers and citizens of access to good public education, health care, transport services and a clean environment, which their government can only provide through proper revenues."

 

 

Tax evasion costing developing countries US$1 trillion per year

 

Karuturi produces 580 million roses per year from its operations in Kenya, Ethiopia and India. (One out of nine roses bought in Europe comes from a Karuturi farm.) The flowers it produces in Kenya are shipped to Europe through a subsidiary in Dubai. By under declaring the value of the merchandise shipped to its warehouse in Dubai, the firm saves costs on its tax bill. This is illegal under Kenyan law.

 

Waris and others estimate that capital flight due to tax evasion is costing developing countries around US$1 trillion per year.

 

"Companies like Karuturi have to play fair," remarks Stephen Gichohi of Forum Syd whose partner Muungano wa Wanavijiji recently discussed the issue with workers from Karuturi Flower Farms in Naivasha, Kenya. “Karuturi farm workers have a range of concerns about spraying equipment, health services, wages and housing and need their conditions improved as soon as possible.”

 

 

Grabbing the land

 

Karuturi is also expanding aggressively into large-scale agriculture, and has acquired long term rights to more than 300,000 hectares of fertile farmland in Ethiopia since 2009. The land was leased from the government, but intense conflict has emerged over the compensation, displacement and relocation of villagers and herders who lived on or grazed the lands.

 

"We are extremely grateful that the Kenyan authorities have caught this land grabber right in its tracks," says Nyikaw Ochalla of the Anywaa Survival Organisation, a group defending the indigenous Anuak communities badly affected by Karuturi in Gambela, Ethiopia. "This company is criminal, on many counts," continues Ochalla.

 

"Not only are they fiscal cheats, but Karuturi has been accused of human rights abuses, poor labour practices, threats to the environment and so on," points out Devlin Kuyek of GRAIN, one of the groups following the tax dispute. "Even the World Bank Group did not grant Karuturi the political risk insurance it requested for its Ethiopian operations."

 

 

KARUTURI GLOBAL - BOND HOLDERS APPROVE RESTRUCTURING OF OUTSTANDING FOREIGN CURRENCY CONVERTIBLE BONDS (FCCBS) ISSUED BY THE KARUTURI GLOBAL LIMITED

 

6th-Mar-2013 15:28

 

With reference to the earlier announcement dated August 13, 2012 regarding subject to such approval, Board of Directors of the Company has approved restructuring of Foreign Currency Convertible Bonds (FCCBs) amounting 55.07 MN USD (including interest), Karuturi Global Limited has now informed BSE that the bondholders of outstanding FCCBs of US$ 39,000,000, which was matured on October 19, 2012, have approved the restructuring proposal by passing a written resolution, which involves extension of maturity of the FCCBs, part redemption of the FCCBs and part refinance by cashless exchange of FCCBs for New FCCBs. The Company has made an application to the Reserve Bank of India (RBI) for necessary approval under the extant ECB Guidelines.

 

 

 

 

 


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.60.34

UK Pound

1

Rs.90.79

Euro

1

Rs.77.81

 

 

INFORMATION DETAILS

 

Report Prepared by :

RAJ

 


 

SCORE & RATING EXPLANATIONS

 

SCORE FACTORS

 

RANGE

POINTS

HISTORY

1~10

3

PAID-UP CAPITAL

1~10

3

OPERATING SCALE

1~10

3

FINANCIAL CONDITION

 

 

--BUSINESS SCALE

1~10

3

--PROFITABILIRY

1~10

3

--LIQUIDITY

1~10

3

--LEVERAGE

1~10

3

--RESERVES

1~10

3

--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

YES

--OTHER MERIT FACTORS

YES/NO

YES

DEFAULTER

 

 

--RBI

YES/NO

NO

--EPF

YES/NO

NO

TOTAL

 

27

 

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

 

 

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.