MIRA INFORM REPORT

           

 

 

Report Date :

18.05.2013

 

IDENTIFICATION DETAILS

 

Name :

S KUMARS NATIONWIDE LIMITED (w.e.f. April 12, 2000)

 

 

Formerly Known As :

S. KUMAR SYNFABS LIMITED

 

 

Registered Office :

B-2, 5th Floor, Marathon Nextgen, Off G.K. Marg, Worli, Lower Parel (West), Mumbai – 400 013, Maharashtra

 

 

Country :

India

 

 

Financials (as on) :

31.03.2012

 

 

Date of Incorporation :

28.09.1990

 

 

Com. Reg. No.:

11-058361

 

 

Capital Investment / Paid-up Capital :

Rs. 3497.379 Millions

 

 

CIN No.:

[Company Identification No.]

L17120MH1990PLC058361

 

 

IEC No.:

0392025728

 

 

TAN No.:

[Tax Deduction & Collection Account No.]

MUMS17736F

 

 

PAN No.:

[Permanent Account No.]

AAACS0767K

 

 

Legal Form :

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

 

 

Line of Business :

Subject is engaged in manufacturing (in house and outsourced) fabrics, ready to wear garments and home textiles.

 

 

No. of Employees :

Not Available

 

 

RATING & COMMENTS

 

MIRA’s Rating :

Ca  (14)

 

RATING

STATUS

PROPOSED CREDIT LINE

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

 

Status :

Poor

 

 

Payment Behaviour :

Delayed

 

 

Litigation :

--

 

 

Comments :

Subject is an established company having a moderate track record.

 

A consortium of 12 lenders may soon take legal action against the subject and its defaulting marquee-suiting brand ‘Reid and Taylor’ in order to recover overdue loans of Rs.30000.000 Millions.

 

Subject has fell into the ‘Non Performing Assets (NPA)’ category in the book of many banks. Its stock has fallen 75 percent in last one year.

 

The company has not liquidated the liabilities of many banks despite of several reminders, requests.

 

Mr. J Balakrishnan (Director) and Dara D. Avari (Director) has resigned from the board.

 

Payment terms are delayed. The company has defaulted in its payment.

 

The company can be considered for business dealings only on a safe and secured trade terms and conditions.

 

NOTES :

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

 

 

ECGC Country Risk Classification List – June 30, 2012

 

Country Name

Previous Rating

(31.03.2012)

Current Rating

(30.06.2012)

India

A1

A1

 

Risk Category

ECGC Classification

Insignificant

 

A1

Low

 

A2

Moderate

 

B1

High

 

B2

Very High

 

C1

Restricted

 

C2

Off-credit

 

D

 

 

EXTERNAL AGENCY RATING

 

Rating Agency Name

ICRA

Rating

Term Loans : B

Rating Explanation

High risk of default

Date

March 2011

 

Rating Agency Name

ICRA

Rating

Short Term Rating : A 4

Rating Explanation

Minimal degree of safety and very high credit risk

Date

March 2011

 

 

RBI DEFAULTERS’ LIST STATUS

 

Subject’s name is not enlisted as a defaulter in the publicly available RBI Defaulters’ list.

 

 

EPF (Employee Provident Fund) DEFAULTERS’ LIST STATUS

 

Subject’s name is not enlisted as a defaulter in the publicly available EPF (Employee Provident Fund) Defaulters’ list as of 31-03-2012.

 

 

LOCATIONS

 

Registered Office :

B-2, 5th Floor, Marathon Nextgen, Off G.K. Marg, Worli, Lower Parel (West), Mumbai – 400 013, Maharashtra, India

Tel No.:

91-22-24824500

Fax No.:

91-22-24931685

E-Mail :

pulak.b@sknl.co.in

Website :

http://www.skumars.net

http://www.sknl.co.in

 

 

Corporate Office :

‘Avadh’ Avadhesh Parisar, Mumbai – 400013, Maharashtra, India

 

 

Factory 1 :

Menswear and Home Textiles Complex

3B, Industrial Area No. 2, Agra Bombay Road, Dewas, Madhya Pradesh, India

Tel. No.:

91-7272-258025/ 258026/ 258027

Fax No.:

91-7272-252424

Location :

Leased

 

 

Factory 2:

Spinning and Weaving Complex

Chamunda Standard Mills, Balgarh, Dewas, Madhya Pradesh, India

Tel. No.:

91-7272-252891

Fax No.:

91-7272-253261

Location :

Leased

 

 

Factory 3:

Total Wardrobe Solutions

No. 121/52, Hosahalli Gollarahii, Magadi Road, Benglur-91, Karnataka, India   

Tel. No.:

91-8040-610610

Fax No.:

91-8041-410057

Location :

Leased

 

 

Factory 4:

High Value Fine Cotton (HVFC) and Home Textiles

 Jhagadia Industrial Estate, GIDC, Ankleshwar, Gujarat, India

Tel. No.:

91-264-5226774

Location :

Leased

 

 

Factory 5:

Worsted Fabrics Complex

Thandavapura, Nanjangud Taluka, Mysore District, Karnataka, West Bengal, India

 

 

Factory 11:

Suit Factory

Plot # 28C, Opp. Asian Paints Godown, Peenya, 2nd Phase, (Near NTTF Circle),

Bengaluru - 560 058. Karnataka, India

 

 

Factory 12:

Plot No 825, GIDC, Jhagadia Mega Industrial Estate, PO, Jhagadia, District Bharuch, Gujarat, India

Tel. No.:

91-2645-236761

Fax No.:

91-2645-236132

 

 

DIRECTORS

 

As on 31.03.2012

 

Name :

Dr. A. C. Shah

Designation :

Chairman (up to 16th January, 2012)

Address :

C – 12, Lioyds Garden, Appasaheb Marathe Marg, Prabhadevi, Mumbai – 400 025, Maharashtra, India

Date of Birth/Age :

16.10.1932

Qualification :

Doctorate Degree in Economics

Date of Appointment :

14.11.1994

 

 

Name :

Mr. Nitin S. Kasliwal

Designation :

Director (Nominee of IDBI Bank Limited)

Address :

Kanta Flat No.1, Little Gibbs Road, Malabar hill, Mumbai – 400 006, Maharashtra, India

Date of Birth :

22.11.1960

Qualification :

Mater in Business administration from the European Business School, Switzerland

 

 

Name :

Mrs. Jyoti N. Kasliwal

Designation :

Director 

Address :

Kanta Flat No.1, Little Gibbs Road, Malabar hill, Mumbai – 400 006, Maharashtra, India

Date of Birth :

26.12.1960

Qualification :

Bachelors degree in arts (Economics)

 

 

Name :

Mrs. Amita Narain

Designation :

Director

Address :

Flat No. 44, Jolly Maker Apartment, No. Il, 4th Floor, Cuffe Parade, Mumbai - 400 005, Maharashtra, India

Date of Birth :

06.07.1959

Nominee Company :

IDBI Bank

 

 

Name :

Dr. Vinayshi Gautam

Designation :

Director  (up to 18th April 2012)

Address :

 9, West Avenue, Opposite Directors House, lIT Campus, Hauz Khas, New Delhi – 110 016, India

Date of Birth :

03.06.1946

Nominee Company :

EXIM Bank Limited

 

 

Name :

Mr. Anish Modi

Designation :

Director (up to 12th November, 2011)

Address :

314, Shalaka, Maharshi Karve Road, Mumbai - 400 021, Maharashtra, India

Date of Birth/Age :

21.03.1966

Qualification :

Masters degree in Finance and Economics from London School of Economics (UK)

Date of Appointment :

27.06.2007

Nominee Company :

IDM Private Limited

 

 

Name :

Mr. Denys Firth

Designation :

Director

Address :

Flat 301, La Hacidenda, 31 - 33, Mount Kellett

Date of Birth/Age :

26.05.1951

Qualification :

Bachelors Degree in Arts and in Physics (Oxon) from Oxford University

Date of Appointment :

09.10.2007

Nominee Company :

IDM Private Limited

 

 

Name :

Mr. Jitender Balakrishnan

Designation :

Director

Address :

A - 1, Flat No. 12, 1st Floor, Tahna Residency, Opposite Siddhivinayak Temple, Veer Savarkar Marg, Prabhadevi, Mumbai - 400 025, Maharashtra, India

Date of Birth/Age :

08.05.1949

Qualification :

Post Graduate Diploma in Industrial Management from Bombay University and has done Bachelors in Engineering (Mechanical) from National Institute of Technology of Madras University.

 

 

Name :

Mr. Suresh N. Talwar 

Designation :

Director

 

 

Name :

Mr. M. Damodaran

Designation :

Director

 

 

Name :

Mr. Martin Henry

Designation :

Director (up to 3rd January, 2012)

Address :

The Old Rectory, Congerstone, Neneaton, Warwickshire, CVI 36LZ, UK

Date of Birth/Age :

20.06.1933

Qualification :

Masters Degree in Arts from the University of Oxford

Date of Appointment :

24.02.2005

 

 

Name :

Mr. Vijay Kalantri

Designation :

Director

Address :

2, Wahedna Appartment, 75, Hill Road, Bandra (West), Mumbai -400 050, Maharashtra, India

Date of Birth/Age :

05.01.1949

Qualification :

Government Commercial Diploma holder from Maharashtra State Technical Board and has Diploma in Textile from Sasmira Institute of Textile

 

 

Name :

Mr. Anil Channa

Designation :

Deputy Managing Director

Address :

71, Sagar Tarang Co-Operative Housing Society, 15, K. Abdul Gafur Khan Road, Worth, Mumbai – 400 018, Maharashtra, India

Date of Birth/Age :

01.09.1948

Qualification :

Bachelors in Techonlogy (Textile Technology) from Indian Institute of Technology, Delhi and holds a Masters in Business Administration from the Delhi University.

 

 

Name :

Mr. Alexander Shaik

Designation :

Director (Alternate to Denys Firth)

Address :

Asia Debt Management Hong Kong Limited, 1008, ICBC Tower, 3, Garden Road, Central, Hong Kong

Qualification :

Bachelors degree in Arts (Politics and Asian History) and Honors in Law from The University of Melbourne, Australia

 

 

Name :

Mr. Susheel Kak

Designation :

Director (w.e.f. 12th November, 2011)

Nominee Company :

IDM Private Limited

 

 

Name :

Mr. Sujeet Bhale

Designation :

Director (w.e.f. 18th April, 2012)

Nominee Company :

EXIM Bank Limited

 

 

KEY EXECUTIVES

 

Name :

Mr. Nimesh S. Shah

Designation :

Senior Vice President and Company Secretary

 

 

Name :

Mr. K C Paliwal

Designation :

General Mangier

 

 

MAJOR SHAREHOLDERS / SHAREHOLDING PATTERN

 

As on 31.03.2013

 

Category of Shareholders

 

No. of Shares

Percentage of Holding

(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

87292

0.03

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

56310680

18.93

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

56397972

18.96

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

 

 

Total shareholding of Promoter and Promoter Group (A)

56397972

18.96

(B) Public Shareholding

 

 

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

 

 

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

4400

0.00

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

16224577

5.46

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

44158969

14.85

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

60387946

20.31

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

 

 

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

83015106

27.91

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

52982254

17.81

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

39488760

13.28

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

5131339

1.73

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

2537891

0.85

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

2551777

0.86

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

421

0.00

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

41250

0.01

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

180617459

60.73

Total Public shareholding (B)

241005405

81.04

Total (A)+(B)

297403377

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

0

0.00

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

0

0.00

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

297403377

0.00

 

 

BUSINESS DETAILS

 

Line of Business :

Subject is engaged in manufacturing (in house and outsourced) fabrics, ready to wear garments and home textiles.

 

PRODUCTION STATUS (AS ON 31.03.2011)

 

a) Licensed capacity: Not applicable

 

b) Installed capacity:

 

i) Spinning: 38,564 Spindles

ii) Weaving: 344.13 lacs mtrs p.a. (As certified by the Management, being a technical matter)

iii) Apparels: 11.4 lacs pcs. p.a. (Ready-to-wear Garments)

 

 

GENERAL INFORMATION

 

No. of Employees :

Not Available

 

 

Bankers :

  • Bank of India
  • IDBI Bank Limited
  • EXIM Bank Limited
  • The Jammu and Kashmir Bank Limited
  • Indian Bank
  • Union Bank of India
  • Indian Overseas Bank
  • State Bank of India
  • Punjab National Bank
  • Central Bank of India
  • Corporation Bank
  • ICICI Bank Limited
  • Wells Fargo Capital Finance
  • Banca Intesa, Italy

 

 

Facilities :

Secured Loan

31.03.2012

(Rs. in Millions)

31.03.2011

(Rs. in Millions)

Term Loans Under Technology Upgradation Fund Scheme

3365.966

3783.377

Term Loan Under Overseas Investment Finance Programme

1308.556

1926.420

Rupee Term Loans from Banks

1467.413

2563.337

Equipment Finance

10.031

18.479

Loans and advances from Subsidiary

(Current maturities of the above all secured loans amounting to Rs.195.563 Millions  (P.Y. Rs. 28050741 Millions  ) is shown in Note 9 - other current liabilities)

 

1375.000

1650.000

Repayable on Demand

Working Capital Loans from banks

0.000

0.000

Cash credit loan

14832.814

10306.442

Credit facility for pre-cum-post shipment

0.000

350.000

Other Short term loans from banks and Financial Institutions

(Of the above, loan amounting to Rs. 333.300 Millions is repayable on 31.03.2012, hence delayed

for one day as on 31.03.12, out of which Rs.307.622 Millions have since been repaid and for Balance loan amounting to Rs.1000.000 Millions is repayable on 31.08.2012. Applicable rate of interest on both the loans is @ 15% p.a.

1333.300

1130.000

 

 

 

Total

23693.080

21728.055

 

 

Notes :

 

Out of the total Loan of Rs. 3365.966 Millions under Technology Up gradation Fund scheme (TUFs), Loans of Rs.1997.022 Millions with Current Maturities of Rs.482.873 Millions are secured by first pari passu charge on the Fixed Assets of existing Jhagadia Unit, second pari passu charge on all other Fixed Assets and Current Assets of the Company, both present and future, personal guarantee of Chairman and Managing Director and corporate guarantee of Anjaneya Holdings Private Limited.

 

These Loans are repayable in 32 Equal Quarterly Installment (EQI) starting from April 2010 to January 2018 and applicable interest rate is in the range of 13.5%-15.0% p.a.

 

The balance Loan of Rs.1368.944 Millions under Technology Upgradation Fund scheme (TUFs), with Current Maturities of Rs.200.000 Millions is secured by specific charge on the Fixed Assets of proposed project, first pari passu charge on all other Fixed Assets (excluding Fixed Assets of existing Jhagadia Unit), second pari passu charge on Current Assets of the Company, both present and future, personal guarantee of Chairman and Managing Director and corporate guarantee of Anjaneya Holdings Private Limited.

 

These Loans are repayable in 32 EQI starting from June 2012 to March 2020 and applicable interest rate is 15.0% p.a. There is delay in repayment of loan amounting to Rs.67.292 Millions for a period of one to five months, out of which Rs.51.395 Millions have since been repaid.

 

a) Out of the total Loan of RS.1308.556 Millions under Overseas Investment Finance Programme (OIFP), Loan of Rs.912.500 Millions with Current Maturities of Rs.343.750 Millions is secured by first pari passu charge on the Fixed Assets (excluding Fixed Assets of existing Jhagadia Unit) of the Company, both present and future, specific charge on Debt Service Reserve Account (DSRA) opened for this Loan, pledge of promoter's shares held in the Company, pledge of shares of acquired/ subsidiary Company and personal guarantee of Chairman and Managing Director.

 

This Loan is repayable in 24 EQI starting from December 2010 to September 2016 and applicable interest rate is

13.5% p.a.

 

b) The balance Loan of Rs.396.056 Millions under Overseas Investment Finance Programme (OIFP), with Current Maturities of Rs.371.436 Millions is secured by first pari passu charge on the Fixed Assets (excluding Fixed Assets of existing Jhagadia Unit) of the Company, second pari passu charge on the Fixed Assets of existing Jhagadia Unit, second pari passu charge on Current Assets of the Company, both present and future, pledge of promoter's shares held in the Company, pledge of shares of acquired/ subsidiary Company and personal guarantee of Chairman and Managing Director. This Loan is repayable in 42 Equal Monthly Installment (EMI) starting from January 2011 to May 2014 and applicable interest rate is 15.25% p.a. There is delay in repayment of loan amounting to Rs.97.322 Millions for a period of one month, out of which Rs. 28.572 Millions have since been repaid.

 

Out of the total Rupee Term Loan of Rs.1467.413 Millions, Loan of Rs. 1033.600 Millions with Current Maturities of Rs.551.042 Millions is secured by first pari passu charge on the Fixed Assets (excluding Fixed Assets of existing Jhagadia Unit) of the Company, second pari passu charge on the Fixed Assets of existing Jhagadia Unit, second pari passu charge on Current Assets of the Company, both present and future, personal guarantee of Chairman and Managing Director and corporate guarantee of Reid and Taylor (India) Limited., first pari passu charge on the Fixed Assets of the guarantor Company, second pari passu charge on Current Assets of the guarantor Company and pledge of promoter's shares held in guarantor Company. This Loan is repayable in 20 unequal quarterly instalments starting from December 2009 to September 2014 and applicable interest rate is 13.5% p.a.

 

Term Loan of Rs.50.087 Millions with Current Maturities of Rs.59.000 Millions is secured by specific first charge on Registered Office property, second pari passu charge on Current Assets of the Company, both present and future, and personal guarantee of Chairman and Managing Director and corporate guarantee of Anjaneya Holdings Private Limited.

 

This Loan is repayable in 20 EQI starting from January 2010 to October 2014 and applicable interest rate is 15.0% p.a.

 

Term Loan of Rs.375.000 Millions with Current Maturities of Rs.625.000 Millions is secured by first pari passu charge on the Fixed Assets (excluding assets having specific charge) of the Company, and second pari passu charge on Current Assets of the Company, both present and future.

 

This Loan is repayable in 8 EQI starting from March 2012 to December 2013 and applicable interest rate is 14.4% p.a.

 

Term Loan of Rs.8.726 Millions with Current Maturities of Rs.3.000 Millions is secured by first pari passu charge on the Fixed Assets of the Company and second pari passu charge on Current Assets of the Company, both present and future.

 

This Loan is repayable in 101 EMI starting from November 2005 to March 2014 and applicable interest rate is 10.0% p.a. There is delay in repayment of loan amounting to Rs.130.242 Millions for a period of one month, out of which Rs.5.242 Millions have since been repaid.

 

Equipment Finance Loans of Rs.10.031 Millions with Current Maturities of Rs. 9.462 Millions are secured by hypothecation of specific equipments / assets.

 

These Loans are repayable in 36 EMI starting from commencement of every new Loan and applicable interest rate is in the range of 6.75%-15.0% p.a.

 

Loan of Rs.1375.000 Millions with Current Maturities of Rs.550.000 Millions from Company's Indian Subsidiary is secured by second pari passu charge on the Fixed Assets of the Company, both present and future.

 

This Loan is repayable in 16 EQI starting from September 2009 to June 2013, further extended to June 2014 and applicable interest rate is 12.0% p.a.

 

Working Capital loans from bank amounting to Rs.14832.814 Millions are secured primarily by first pari passu charge on current assets and collateral second pari passu charge on Company's all movable and immovable properties. In addition to above, corporate guarantee from Anjaneya Holding Private Limited. and personal guarantee of Chairman and Managing Director has also been provided. Average Interest rate on above Working Capital loans is in the range of 12% p.a. to 16.75% p.a.

 

Of the short term Loan amounting to Rs. 1333.300, Rs. 333.300 Millions is secured against first pari passu charge on current assets of the Company, collateral second pari passu charge on Fixed Assets of the Company (both present and future) with other working capital loans and personal guarantee of Chairman and Managing Director along with corporate guarantee of Anjaneya Holdings Private Limited.

 

Balance Rs.1000.000 Millions short term loan is secured against firstpari passu charge on all fixed assets of the Company (excluding exclusively charged fixed assets), second pari passu charge on exclusively charged fixed assets, second pari passu on all current assets (both present and future), Demand Promissory Note, personal guarantee of Chairman and Managing Director along with pledge of shares held by S. Kumars Nationwide Limited in equity holding of Reid and Taylor (India) Limited.

 

 

 

Banking Relations :

 

 

 

Auditors :

 

Name :

Charter Haribhakti and Company

Chartered Accountants ed Accountants

 

 

Solicitors

Little and Company

 

 

Subsidiary:

  • Reid and Taylor (India) Limited
  • Anjaneya Foundation

 

 

 

Enterprises over which Key Managerial Personnel are able to exercise significant influence:

  • Brandhouse Retails Limited
  • Brandhouse Oviesse Limited
  • S. Kumars Enterprises (Synfabs) Limited
  • S. Kumars Textiles Limited
  • N’Essence Holdings Limited
  • Rosewood Holdings Private  Limited
  • Anjaneya Holdings Private  Limited
  • (Formerly Anjani Finvest Private  Limited)
  • Verve Properties and Investment Private  Limited
  • Ingenious Finance and Investment Private Limited
  • Natty Finance and Investment Private Limited
  • S. K. Worsteds Private Limited
  • Tulja Enterprises Private Limited
  • Sansar Exim Private Limited
  • Chamundeshwari Mercantile Private Limited
  • Maverick Mercantile Private Limited
  • SKNL Foundation.

 

 

Wholly Owned Subsidiary

  • Belmonte Retails Limited
  • SKNL International B.V.
  • SKNL Europe B.V.
  • SKNL Italy S.p.A.

 

 

Wholly Owned Subsidiary of SKNL International

B.V.

  • SKNL Global Holdings B.V.

 

 

Wholly Owned Subsidiary of SKNL Global

Holdings B.V.

  • SKNL North America B.V.

 

 

 

Subsidiary of SKNL Global Holdings B.V.

 

  • SKNL (UK) Limited

 

  •  

Wholly Owned Subsidiary of SKNL (UK) Limited.

 

  • Global Apparel (US) Limited
  • Global Apparel (France) Limited
  • 7172931 Canada Limited
  • Global Apparel (Hong Kong) Limited

 

 

Wholly Owned Subsidiary of SKNL Italy S.p.A.

  • Leggiuno S.p.A.

 

 

 

Subsidiary of Leggiuno S.p.A.

 

  • Marling and Evans Limited

 

 

Subsidiary of SKNL North America B.V.

  • Remala Trading B.V.

 

 

 

Wholly Owned Subsidiary of Remala Trading B.V.

  • Coppley Corp.
  • HMX Poland sp. Z.o.o

 

 

Wholly Owned Subsidiary of HMX Poland sp Z.o.o

  • HMX Acquisition Corp.

 

 

 

Wholly Owned Subsidiary of HMX Acquisition Corp.

  • HMX Des Plaines LLC
  • Quartet Real Estate LLC
  • HMX LLC
  • HMX DTC Company

 

 

CAPITAL STRUCTURE

 

As on 31.03.2012

 

Authorised Capital :

No. of Shares

Type

Value

Amount

370000000

Equity shares

Rs.10/- each

Rs.3700.000 millions

9000000

Preference Shares

Rs.100/- each

Rs.900.000 millions

 

Total

 

Rs.4600.000 millions

 

 

 

 

 

 

Issued, Subscribed & Paid-up Capital :

No. of Shares

Type

Value

Amount

 

 

 

 

297403377

Equity Shares

Rs.10/- each

Rs. 2974.034 Millions

 

 

 

 

527500

6% Cumulative Redeemable Preference Shares

 

Rs.100/- each

Rs. 52.750 Millions

4705947

0.01% Redeemable Preference Shares

 

Rs.100/- each

Rs. 470.595 Millions

 

 

 

 

 

Total

 

Rs. 3497.379 Millions

 

 

Note:

 

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

 

(Rs. In Millions)

Particulars

6% Cumulative Redeemable Preference Shares

 

As on 31.03.2012

 

No. of Shares

Amount

Shares outstanding at the beginning of the year

527500

52.750

Shares redeemed during the year

--

--

Shares outstanding at the end of the year

527500

52.750

 

(Rs. In Millions)

Particulars

0.01% Redeemable Preference Shares

 

As on 31.03.2012

 

No. of Shares

Amount

Shares outstanding at the beginning of the year

4705947

470.595

Shares redeemed during the year

--

--

Shares outstanding at the end of the year

4705947

470.595

 

(Rs. In Millions)

Particulars

Equity Shares

 

As on 31.03.2012

 

No. of Shares

Amount

Shares outstanding at the beginning of the year

284978377

2849.784

Shares issued during the year

12425000

124.250

Shares outstanding at the end of the year

297403377

2974.034

 

Details of Preference shareholders holding more than 5% in 6% Cumulative Redeemable Preference shares

of the Company

 

Name of Shareholder

As on 31.03.2012

 

No. of Shares held

% of

Holding

Anjaneya Holdings Private Limited

372500

70.62

SICOM Limited

 

155000

29.38

 

Details of Preference shareholders holding more than 5% in 0.01% Redeemable Preference shares of the Company

Name of Shareholder

As on 31.03.2012

 

No. of Shares held

% of

Holding

IDBI Limited

306627

91.51

Indian Bank

319800

6.80

 

Details of Equity shareholders holding more than 5% in equity shares of the Company

 

Name of Shareholder

As on 31.03.2012

 

No. of Shares held

% of

Holding

Anjaneya Holdings Private Limited

102515168

34.49

Copthall Mauritius Investment Limited

17359445

5.84

 

Details of shares issued for consideration other than cash

 

 

Year (Aggregate No. of Shares)

Particulars

 

2011-2012

2010-11

2009-10

2008-09

2007-08

0.01% Redeemable Preference Shares :

 

 

 

 

 

Fully paid up pursuant to contract(s) without payment being received in cash

 

--

--

--

--

77267

 

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 dividend 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 31st March, 2012, the amount per share dividend recognised as distribution to equity share holder was Re. 1

 

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.

 

Equity Shares allotted during the year

 

During the year the Company has received Rs. 476.339 Millions from Sansar Exim Private Limited., a promoter group company, being the balance 59% of the subscription amount towards 1,24,25,000 Number of warrants of Rs. 64.53 each aggregating Rs. 801.785 Millions with an option to convert into equal nos. of Equity shares of Rs. 10/- each at a premium of Rs. 54.53 per share within 18 months from the date of allotment, which was issued on preferential basis and allotted, in its meeting held on 15th June, 2010.

 

The investor has opted for the conversion of above Equity warrants and the Company has allotted 1,24,25,000 nos. of Equity Shares of Rs. 10/- each at a premium of Rs. 54.53 per share on 13th December, 2011 against receipt of full amount.

 

Terms of Redemption of Preference shares

 

6% Cumulative Redeemable Preference Shares redeemable by 1st October, 2013.

 

0.01% Redeemable Preference Shares amounting to Rs. 7.950 Millions is to be redeemed @ 25% in each year between October 16 to September 20.

 

0.01% Redeemable Preference Shares amounting to Rs. 462.643 Millions has been fully settled by the Company as per the Corporate Debt Restructuring exit approval, by keeping in Fixed Deposit with the Preference Shareholders an amount equivalent to the Net Present Value of such Preference Shares. However, these Preference Shares are continued to be shown as Preference Shares not redeemed and the amount of such Fixed Deposits which are Rs. 269.329 Millions (Previous Year Rs. 245.393 Millions), assigned to the Preference Shareholders, continue to be shown on the assets side in Note No 14 - other non-current Asset.

 

Shares reserved for issue under options

 

The Company has issued stock options to the permanent employees exercisable into 19,11,000 numbers of equity shares of the Company under ‘Employees Stock Option Scheme 2007 - Series A’ (“ESOP 2007”). Each option when exercised would be convertible into one equity share of a face value of Rs. 10 each fully paid-up. The important features of the ESOP scheme are as follows:

 

 

 

Parameters/Terms

Explanation

 

I

Vesting period

 

Minimum period of one year and a maximum period of five years from the date of grant i.e 31.010.2007

II

Vesting schedule

The actual vesting schedule of options will be as follows:

 

 

Year

Period and Date

% of Vesting

 

 

1st Year

31.10.2007 to 30.10.2008

30%

 

 

2nd Year

31.10.2008 to 30.10.2009

30%

 

 

3rd Year

31.10.2009 to 30.10.2010

40%

III

Exercise price

30% discount on the prevailing market price of Rs.128/- of the shares as on the date prior to the date of the Compensation Committee resolution.

IV

Exercise Period

Exercise period will be three years from the date of vesting.

V

ESOP Price per share

Rs. 89.60

 

 

 

Particulars

As on 31.03.2012

A

Number of Options outstanding at the beginning of the year

1486900

B

Options exercised

NIL

C

Total number of shares arising as a result of exercise of Options

NIL

D

Options Lapsed/cancelled

575080

E

Money realised by exercise of options

NIL

F

Total number of options in force at the end of year

911820

 


 

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

3497.379

3373.129

3128.967

2] Share Application Money

0.000

325.446

134.035

3] Reserves & Surplus

12076.972

11425.886

7511.734

4] (Accumulated Losses)

0.000

0.000

0.000

NETWORTH

15574.351

15124.461

10774.736

LOAN FUNDS

 

 

 

1] Secured Loans

23693.080

21728.055

22631.346

2] Unsecured Loans

563.701

526.986

1026.716

TOTAL BORROWING

24256.781

22255.041

23658.062

DEFERRED TAX LIABILITIES

396.020

269.235

170.652

 

 

 

 

TOTAL

40227.152

37648.737

34603.450

 

 

 

 

APPLICATION OF FUNDS

 

 

 

 

 

 

 

FIXED ASSETS [Net Block]

10912.541

7641.895

6513.916

Capital work-in-progress

236.363

545.121

5640.651

 

 

 

 

INVESTMENT

5168.658

5041.758

4256.881

DEFERRED TAX ASSETS

0.000

0.000

0.000

 

 

 

 

CURRENT ASSETS, LOANS & ADVANCES

 

 

 

 

Inventories

11621.045

9406.981

7259.387

 

Sundry Debtors

14937.603

11887.253

10296.335

 

Cash & Bank Balances

108.000

207.684

462.582

 

Other Current Assets

759.212

2497.143

0.000

 

Loans & Advances

7914.692

8482.033

4267.538

Total Current Assets

35340.552

32481.094

22285.842

Less : CURRENT LIABILITIES & PROVISIONS

 

 

 

 

Sundry Creditors

2573.909

816.666

789.547

 

Other Current Liabilities

8010.264

6806.760

1652.253

 

Provisions

846.789

437.705

1652.040

Total Current Liabilities

11430.962

8061.131

4093.840

Net Current Assets

23909.590

24419.963

18192.002

 

 

 

 

MISCELLANEOUS EXPENSES

0.000

0.000

0.000

 

 

 

 

TOTAL

40227.152

37648.737

34603.450

 

 


PROFIT & LOSS ACCOUNT

 

 

PARTICULARS

31.03.2012

31.03.2011

31.03.2010

 

SALES

 

 

 

 

 

Income

35108.294

27576.204

21548.212

 

 

Other Income

20.068

35.524

47.468

 

 

TOTAL                                     (A)

35128.362

27611.728

21595.680

 

 

 

 

 

Less

EXPENSES

 

 

 

 

Cost of Materials consumed

25884.175

20477.466

 

 

 

Changed in inventories of finished goods and work in progress

(1329.110)

(1180.923)

 

 

 

Employee benefit Expenses

884.464

575.116

 

 

 

Other Expenses

1938.827

180.50.26

 

 

 

TOTAL                                     (B)

27378.356

21676.685

17455.602

 

 

 

 

 

Less

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

7750.006

5935.043

4140.078

 

 

 

 

 

Less

FINANCIAL EXPENSES                                    (D)

4035.550

3189.126

2307.738

 

 

 

 

 

 

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

3714.456

2745.917

1832.340

 

 

 

 

 

Less/ Add

DEPRECIATION/ AMORTISATION                     (F)

922.193

740.026

417.121

 

 

 

 

 

 

PROFIT BEFORE TAX (E-F)                              (G)

2792.263

2005.891

1415.219

 

 

 

 

 

Less

TAX                                                                  (H)

996.576

278.856

354.195

 

 

 

 

 

 

PROFIT AFTER TAX (G-H)                                (I)

1795.687

1727.035

1061.025

 

 

 

 

 

 

PREVIOUS YEARS’ BALANCE BROUGHT FORWARD

1742.100

504.800

0.000

 

 

 

 

 

 

APPROPRIATIONS

 

 

 

 

 

Transfer to Debenture Redemption Reserve

20.300

95.000

22.515

 

 

Balance in Restructured Financial Cost written Off

1431.000

0.000

533.713

 

 

Provision for Preference Dividend

3.200

53.500

0.000

 

 

Tax on Preference Dividend

0.500

8.900

0.000

 

 

Proposed Equity Dividend

297.400

285.000

0.000

 

 

Tax on Proposed Equity Dividend

49.400

47.300

0.000

 

BALANCE CARRIED TO THE B/S

1736.000

1742.100

504.797

 

 

 

 

 

 

EARNINGS IN FOREIGN CURRENCY

 

 

 

 

 

FOB Value of Export

669.253

685.046

109.039

 

 

 

 

 

 

IMPORTS

 

 

 

 

 

Raw Materials

2.286

0.864

0.000

 

 

Stores & Spares

2.383

5.267

0.000

 

 

Finished fabrics

522.938

2.138

7.850

 

 

Capital Goods

1.330

323.233

71.483

 

TOTAL IMPORTS

528.937

331.502

79.333

 

 

 

 

 

 

Earnings Per Share (Rs.)

 

 

 

 

Basic

6.21

6.57

4.49

 

Diluted

6.20

6.25

4.32

 

 

QUARTERLY RESULTS

 

PARTICULARS

30.06.2012

30.09.2012

31.12.2012

 

1st Quarter

2nd Quarter

3rd Quarter

Net Sales

8843.200

8288.300

8337.700

Total Expenditure

6963.400

6716.600

6951.200

PBIDT (Excl OI)

1879.800

1571.700

1386.500

Other Income

0.000

6.800

7.800

Operating Profit

1879.800

1578.500

1394.300

Interest

1074.400

1269.800

1291.700

Exceptional Items

0.000

0.000

0.000

PBDT

805.400

308.700

102.600

Depreciation

315.200

306.600

311.700

Profit Before Tax

490.200

2.100

(209.100)

Tax

181.500

8.200

(59.000)

Provisions and contingencies

0.000

0.000

0.000

Profit After Tax

308.700

(6.100)

(150.100)

Extraordinary Items

0.000

0.000

0.000

Prior Period Expenses

0.000

0.000

0.000

Other Adjustments

0.000

0.000

0.000

Net Profit

308.700

(6.100)

(150.100)

 

KEY RATIOS

 

PARTICULARS

 

 

31.03.2012

31.03.2011

31.03.2010

PAT / Total Income

(%)

5.11

6.25

4.91

 

 

 

 

 

Net Profit Margin

(PBT/Sales)

(%)

7.95

7.27

6.57

 

 

 

 

 

Return on Total Assets

(PBT/Total Assets}

(%)

7.90

6.18

6.35

 

 

 

 

 

Return on Investment (ROI)

(PBT/Networth)

 

0.18

0.13

0.13

 

 

 

 

 

Debt Equity Ratio

(Total Debt /Networth)

 

1.58

1.47

2.20

 

 

 

 

 

Current Ratio

(Current Asset/Current Liability)

 

3.09

4.03

5.44

 

 

 

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

No

33]

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

No

34]

External Agency Rating, if available

Yes

 

 

UNSECURED LOAN

 

PARTICULARS

31.03.2012

(Rs. in Millions)

31.03.2011

(Rs. in Millions)

from Banks (in Foreign Currency)

(Current maturities of the above loan amounting to Rs. 125.678 Millions (P.Y. Rs.69.525 Millions) is shown in Note 9 - Other Current Liabilities)

28.959

73.828

Funded Interest Term loans

from Banks (in Foreign Currency)

57.342

53.158

Loans and advances from Subsidiary

400.000

400.000

Loans and advances from related party

(Interest free loan received from Anjaneya Holdings Private Limited, repayable on demand)

77.400

0.000

 

 

 

Total

563.701

526.986

 

Unsecured Term Loan of Rs.28.959 Millions with Current Maturities of Rs.125.678 Millions is repayable in 20 EQI starting from January 2009 to October 2013 and applicable interest rate is 4.5% p.a. There is delay in repayment of loan amounting to Rs. 75.198 Millions for a period of one to six months.

 

Unsecured Funded Interest Term Loan of Rs.57.342 Millions is repayable in 5 EQI starting from October 2013 to October 2014 and applicable interest rate is 2% p.a.

 

Unsecured Interest Free Loan of Rs.400.000 Millions from Company's Indian Subsidiary is repayable after complete repayment of Secured Loan from Subsidiary mentioned in point 3.5 above i.e. after June 2014.

 

Non-Convertible Debentures (NCDs) issued to India Debt Management Private Limited. with Current Maturities of Rs.1507.881 Millions are secured by first pari passu charge on the all the Fixed Assets of the Company and on all the Fixed Assets of Company's Indian Subsidiary, simple mortgage on the property situated at Mehsana, Gujarat, pledge of major promoter's shares held in the Company, pledge on entire shareholding (present and future) held by the Company in Sansar Holding Inc., pledge and guarantee in respect of shares held by Company in Brandhouse Retails Limited., non-disposal undertaking for "Reid and Taylor" trade mark and first pari passu charge on brands held by Company except "S.Kumars" brand. Balance NCDs are due for redemption on 30th September, 2012 and having effective rate of interest of 19.0% p.a.

 

YEAR IN RETROSPECT

 

The financial highlights reflect a continued and steady growth for the Company at all levels. The Company's performance is to be viewed against the background of a slowdown in the world economy and a hesitantly progressing economy on the Indian front. The Company has achieved and demonstrated its ability to deliver substantial performance through variable and challenging environments which reflects upon the strength and diversity of its business model. The Company has been able to develop its reputation and image across a number of products and brands in the domestic and international markets. Operating in various product categories and in multiple markets ensures the Company's consistent growth.

 

The Company manufactures worsted and viscose blended suitings, yarn dyed shirtings, workwear fabric, home textiles and ready-to-wear garments. The Company has achieved consistent revenue growth with satisfactory profit margins - consolidated Sales rose by 22.7% over the previous year and Consolidated Net Profit after Minority interest recorded a 19.3% growth. This is despite not so favourable market conditions and a sluggish economic climate. This is essentially because the Company is present in all product categories - Fabrics, Apparels, Home Textiles, and has brands catering to different socio-economic segments. The Company is a customer-led, design-centric player with focused brands for each market segment and having manufacturing units in India, Italy, UK, USA and Canada. The Company's strength is derived from diversity in products and markets. Furthermore, the Company historically has a multi-format distribution network.

 

Because of the extension of fabrics brands into garments and launch of new garment brands, the share of Ready-to-Wear in total revenues is gradually increasing. In the Home Textiles market, however, the growth is stunted. The Baruche Shirt division continued to perform better. Luxury Textiles also grew smartly. On the international front, the progress of Leggiuno in Italy and HMX in USA has improved inspite of the sluggish economies in Europe and USA.

 

In the overall scheme of things, the Sales contribution of SKNL (Standalone) was 55%, RTIL 24% and International Business 21% while proportion of EBIDTA was 57%, 38% and 5% respectively.

 

The performance of Belmonte Uniformity Division was at par compared to the previous year. The sharp rise in input costs was offset by an increase in selling price. The Company was able to maintain its market share.

 

Belmonte Ready-to-Wear is now well-positioned in the fashion business. It delivers high quality products at a reasonable price and in line with changing trends. With more and more top-of-the-line international brands entering the Indian market, the competition in the branded apparel industry continues to be getting sharper by the day. However, their in-house teams of designers track national and international trends to create innovative fashionable products that customers would relate and they are able to capitalize on the rebound in customer confidence.

 

The TWS factory in Bangalore is making shirts and trousers largely for domestic market. The Suit factory which is relatively new has focused and developed customers in the domestic market with the brands and also institutional orders.

 

In the Luxury Textiles division, in order to neutralize the steep increase in wool prices, selling prices were suitably increased. New and innovative products were developed and introduced such as Showcase suiting fabric, pure wool suiting with Jacquard designs, designing with Laser engraving, etc.

 

The International Business segment includes HMX of USA, Leggiuno of Italy and DKNY related operations in the U.K. International acquisitions facilitate transfer of technical know-how for high value shirting and garmenting.

 

CURRENT BUSINESS OUTLOOK AND PLANS

 

'Belmonte' in the Consumer Textiles segment and 'Reid and Taylor' in the Luxury Textiles segment remain key contributors to the overall performance of the Company.

 

Going forward, the management is confident about the Company's continued progress. Strong synergies between domestic and international business through 'back-end front-end' model, enhanced distribution network, a comprehensive portfolio of 45 brands addressing all demographic segments, vertically and laterally integrated business, seamless supply chain and presence across the value chain have provided for a strong foundation to step up growth over the coming years.

 

They anticipate healthy demand for the textiles and apparel industry in India driven by growth in organized retailing, increasing consumerism, expanding middle class and heightened brand consciousness among the youth. We plan to expand the retail network through exclusive brand outlets largely in the tier 1 and 2 cities. The Company will also increase presence of its products in Large Format Stores in the current financial year.

 

The Company is engaged in capacity expansion to keep up with the increasing demand for its products. Expansion of weaving and finishing capacity is under implementation and suit factory has been set up and part production has commenced. This will help cater to the increasing demand in the Ready-to-Wear segment.

 

Luxury Cotton division is growing at a rapid pace registering noticeable growth in revenues and profitability with improved assets utilization and productivity levels. Additionally, the 'World Player' brand which addresses the economy segment, witnessed strong traction. They anticipate significant volumes from the brand as the market penetration and operational efficiencies improve. Plans for the nationwide unveiling of Kruger, a premium casual brand, have been progressing well with the launch expected soon.

 

Raw material prices are expected to be stable although at higher levels. The outlook for the current year looks bright as more Corporates as well as Government institutions are looking for reliable and good brands for their consumption. They are poised very favourably in the garment and apparel space given the depth and diversity of their operations.

 

MANAGEMENT DISCUSSION AND ANALYSIS

 

INDUSTRY STRUCTURE AND DEVELOPMENTS

 

The year 2011-12 was again a very challenging year both globally and domestically. The world output growth dropped to 3.9% in 2010-11 from 5.3% during 2009-10, mainly due to the depressed performance of European countries on account of continued and protracted Sovereign Debt crisis. India witnessed moderate growth, high inflation, a slowdown in reforms and heightened concerns around governance.

 

The country's annual GDP growth has been dragged down to 6.5%, the lowest since 2002-03 (previous year 8.4%). The slowdown in manufacturing to 2.5% for the year, compared to 7.6% for the previous year is particularly depressing. The fiscal deficit for 2011­12 was 5.9% higher than the estimated 4.6%. Economists have attributed the fall this time to a poor performance in manufacturing, mining and construction, a high interest rate regime, environmental issues, land acquisition problems and an uncertain global economy. Industry captains believe that the reform process should be given top priority, subsidies should be cut and FDI in various sectors be allowed.

 

The indifferent business sentiment has been keeping the private investment in the country low. During this period, it is extremely important to restore the confidence levels of investors. And for this the government needs to ensure that the reform process is continuous and very comprehensive. The Monetary Policy stance by the RBI during the year 2011-12 continued to remain tight, aiming at controlling inflation and containing inflationary expectations.

While the global growth rate is likely to remain subdued, the world economy is expected to continue on the path of recovery. Industry Captains are still positive about the India story and have ranked the country as the fourth most favourable nation for overall growth prospects in the next 12 months, just behind China, the US and Brazil. The domestic market opportunities remain large.

 

Indian economy has been immensely benefited by the Textile sector's contribution to the growth of manufacturing sector through continued innovation and modernization. The sector has vast growth potential in view of its inherent strengths of strong raw material base and traditional craftsmanship and designing skills. Indian Textiles and Clothing Industry, is one of the mainstays of the national economy. The profile of the Indian consumer is changing because of rapid urbanization, changing preferences due to rise in income and a young workforce.

 

FINANCIAL PERFORMANCE

 

The Company's performance is consistently on a growth trajectory. It continues to maintain healthy financial ratios with conservative leverage providing flexibility for expansion.

 

 

CONTINGENT LIABILITIES:

 

a. Guarantees:

 

(Rs. in millions)

PARTICULARS

31.03.2012

i) In respect of concessional custom duty availed under EPCG Scheme

(Covered by Bank Guarantee)

2.250

ii) Guarantees extended by the banks based on the Company’s counter

guarantees

283.674

iii) Corporate Guarantee extended by the Company to the lenders of Shree

Maheshwar Hydel Power Corporation Limited

2829.400

iv) Corporate Guarantees given to the lenders of Reid and Taylor (India)

Limited. and SKNL International B.V. - Subsidiary Company

9668.169

v) Corporate Guarantees given to the lenders of Brandhouse Retails Limited.

1862.740

 

b. Claims not acknowledged as debts:

 

(Rs. in millions)

PARTICULARS

31.03.2012

i) Income Tax, Sales Tax, Service Tax and Entry Tax demand - disputed

in appeal

332.603

ii) Demand Order of Central Excise Authorities disputed by the Company

13.787

iii) Labour matter pending in court

14.490

iv) Civil matter pending in court

0.256

v)  Writ petition filed before hon’ble High Court, Indore against the order of industrial court

of Industrial Court

1.419

vi) Matter in respect of Gratuity pending before controlling authorities

0.320

 

c. Estimated amount of contracts remaining to be executed on capital account and not provided for (net of advance), as certified by the management s Rs.136.709 Millions.

 

 

STATEMENT OF STANDALONE UNAUDITED FINANCIAL RESULTS FOR THE QUARTER ENDED 31ST DECEMBER, 2012.

 

(Rs. In Millions)

Sr. No.

Particulars

Current 3 months ended 31.12.2012 Unaudited

Preceding 3 months ended 30.09.2012 Unaudited

Year to date for the Current period ended 31.12.2012 Unaudited

'

a)  Net Sales/Income from Operations

8337.500

8286.200

25463.000

 

b)  Other Operating Income

0.200

2.100

3.400

 

Income from Operations

8337.700

8288.300

25466.400

:

Expenditure

 

 

 

 

a)   (lncrease)/decrease in stock in trade and work-in-progress

3.800

21.300

(1156.400)

 

b) Consumption of Raw materials

6485.100

6170.000

20220.300

 

c)   Employees cost

124.200

189.000

500.900

 

d) Depreciation

311.700

306.600

933.500

 

e)   Misc Expenditure written off

-

-

-

 

f)   Other expenditure

338.100

336.300

1066.400

3

Total Expenditure

7262.900

7023.200

21564.700

 

 

Profit from Operation before Other Income. Interest and Exceptional Items (1-2)

1074.800

1265.100

3901.700

4

Other Income

7.800

6.800

17.400

5

Profit before Interest and Exceptional Items (3+4)

1082.600

1271.900

3919.100

6

Less: Interest

1291.700

1269.800

3661.500

"

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

(209.100)

2.100

257.600

8

Add: Exceptional Items

-

-

-

9

Profit (+)/Loss(-) from Ordinary Activities before tax

(209.100)

2.100

257.600

10

Tax expenses

(59.000)

8.200

105.100

il

Net Profit (+)/Loss(-) from Ordinary Activities after tax (9 10)

050.100)

(6.100)

152.500

12

Extraordinary Items (net of tax expenses)

-

-

-

13

Net Profit (+)/Loss(-) for the period (11-12)

(50.100)

(6.100)

152.500

14

Paid-up Equity Share Capital

2974.000

2974.000

2974.000

 

(Face Value of Rs.10 each)

 

 

 

15

Reserves excluding Revaluation Reserves

 

 

 

16

Earnings Per Share (EPS)

 

 

 

 

a)   Before Extraordinary items

 

 

 

 

-   Basic (Rs.J

(0.53)

(0.03)

0.49

 

- Diluted (Rs.)

(0.53)

(0.03)

0.49

 

b)  After Extraordinary items

 

 

 

 

- Basic (Rs.)

(0.53)

(0.03)

0.49

 

- Diluted (Rs.)

(0.53)

(0.03)

0.49

17

Aggregate of Public Shareholding

 

 

 

 

- No. of Equity Shares

219,255.405

164.345.016

219.255,405

 

- Percentage of Shareholding

73.72%

55.26%

73.72%

2

Promoters and Promoter Group Shareholding

 

 

 

 

a) Pledged / Encumbered

 

 

 

 

-  Number of Shares

69280888

132812759

69280888

 

-  Percentage of Shares (as a % of total shareholding of promoter and promoter group)

88.65%

99.82%

88.65%

 

-  Percentage of Shares (as a % of total share Capital of the Company)

23.30%

44.66%

23.30%

 

b) Non-Encumbered

 

 

 

 

-  Number of Shares

8867084

245602

8867084

 

-  Percentage of Shares (as a % of total shareholding of promoter and promoter group)

11.35%

0.18%

11.35%

 

-  Percentage of Shares (as a % of total share Capital of the Company)

2.98%

0.08%

2.98%

 

NOTES

 

For a proper appreciation of the financial results please read "Consolidated" results.

 

The products of the Company include Uniforms, Work-wear fabrics and Blended suitings (P/V) marketed under "S.Kumars" and "Belmonte" brands. High Value Fine Cotton shirting fabrics under "Baruche" brand, Home Textiles under "'Carmichaelhouse" brand and Ready-to-Wear Garments sold under "Belmonte" and "WorldPlayer" brands.

 

During the quarter the Company has received following complaints from its investors:-

 

Previous complaints      

Received during the quarter     

Replied     

Complaints Pending

NIL

28

28

NIL

 

 

The Company operates in one segment only - Textiles.

 

 

Figures have been regrouped / reclassified wherever necessary.

 

*For the loans availed by the Company, promoter shares have been pledged as additional collateral to the lenders of the Company. This is over and above primary charges created on fixed assets and current assets of the Company, which itself are sufficient to cover the borrowings of the Company.

 

The financial results of the Company for the quarter ended 31st December, 2012 have been reviewed by the Audit Committee and taken on record by the Board of Directors at its meeting held on 14th February, 2013.

 

 

The Limited Review of the results has been carried out by the Statutory Auditors of the Company.

 

 

FIXED ASSETS

 

Tangible Assets

 

  • Land
  • Freehold
  • Leasehold
  • Buildings
  • Plant and Equipment
  • Furniture and Fixtures
  • Vehicles
  • Office equipment
  • Leasehold Improvements
  • Computers

 

Intangible Assets

 

  • Computer software

 

 

WEBSITE DETAILS

 

PRESS RELEASES

 

UCO BANK LABELS REID AND TAYLOR INDIA AS DEFAULTER

MAY 9, 2013

 

KOLKATA: Reid and Taylor, the textile brand promoted by matinee idol Amitabh Bachchan and run by Nitin Kasliwal, is being pursued by the state-run Uco Bank for recovering more than Rs 1000.000 Millions of loan after the company defaulted. The lender has warned anyone dealing with the company, or Kasliwal to be aware of its intentions.

 

Uco Bank has classified the account as non performing and has slapped a loan recall notice without getting any response from the company.

 

"In spite of repeated reminders, requests and persuasions, the borrower has not liquidated the liabilities of the bank," the lender said in the public notice.

 

"We are now awaiting to see how the borrower responds to the public notice," Uco general manager for recovery Anil Kumar told ET. "Thereafter we will take all possible legal steps to recover the dues."

 

Uco was one of the many lenders to Reid and Taylor (India) Limited but it was not part of any consortium. At present, its outstanding liability stands at Rs 1100.000 Millions.

 

Reid and Taylor's promoter S Kumars Nationwide Limited (SKNL), led by Nitin Kasliwal, was reportedly planning to sell a controlling stake in the company and deleverage the balance sheet, after several failed attempts to list the Reid and Taylor India business through a Rs 10000.000 Millions initial public offer. The promoters were facing a cash crunch after fifteen years of launching it in India. Had the deal got through successfully, the money would have been used to pay off the company's debt. As per SKNL's annual report for 2011-12, the consolidated debt stood at Rs 43720.000 Millions out of which Reid and Taylor India alone contributed one-fourth of it at Rs 11030.000 Millions.

 

The borrower took the loan against hypothecation of movable assets and mortgage of the immovable assets of it. The company chairman and managing director Kasliwal stood as a guarantor.

 

"This information is published in the interest of the banks, financial institutions and the public at large to exercise caution while dealing with the above named director, guarantor and the company in any manner whatsoever particularly the assets which are hypothecated and mortgaged to the bank," the bank said in the notice.

 

UCO BANK 'NAMES AND SHAMES' S KUMAR'S CMD KASLIWAL

MAY 9, 2013

 

India Inc’s leading lights are used to seeing their photographs in newspapers. But it’s probably the first time a bank in India has published the photograph of a prominent industrialist in a public notice, terming him a defaulter.

In an advertisement in prominent dailies, UCO Bank has issued a notice against Nitin Kasliwal, chairman and managing director of S Kumars Nationwide Limited (SKNL), who is the guarantor of a Rs 1100.700 Millions loan taken by Reid and Taylor, the fabric and apparel arm of SKNL. The advertisement carries Kasliwal’s picture as well.

The move, bankers said, was part of the “name and shame” policy to make borrowers pay their dues. State Bank of India took the lead recently by publishing photographs and other details of five wilful loan defaulters who had taken export credit of Rs 0.300 Millions each and had not paid up. But the issue was much smaller than Reid and Taylor’s.

Kolkata-based UCO Bank has already classified the loan as non-performing asset (NPA). “In spite of repeated reminders, request and persuations, the borrower has not liquidated the liabilities of the bank,” UCO said in the notice, adding the ad had been issued in public interest. The notice warns the public at large to “exercise caution while dealing with the said director, guarantor and company in any manner”.


A UCO bank official said the company had not been responding to reminders to pay the dues. “Giving notice along with the photo of guarantor is an extreme step after using all normal means to ensure timely servicing of loans,” the official said.


Meanwhile, two non-executive directors on the board of SKNL, J Balakrishnan and Dara D Avari, resigned from the board. A top official with IDBI Bank, which also has exposure to Reid and Taylor, said there were delays in repayment, but it was a performing account as of now. “The fact that one bank has gone public with disclosure will affect the liquidity of the company further,” he said. Bank of India, another lender to the company, said all banks would go in for a coordinated action on the issue.


Corporation Bank CMD Ajai Kumar said it (Reid and Taylor) was a non-performing asset and the bank was initiating legal action for recovery of Rs 750.000 Millions exposure. Mumbai-headquartered Reid and Taylor India and its fabrics factory located at Nanjangud, Karnataka, took loan from the Mumbai corporate branch of UCO Bank against hypothecation of 35 acres of land in Nanjangud and on the personal guarantee of Kasliwal, the bank said in the notice.


An email to Kasliwal did not elicit any response.


Reid and Taylor which once had Bollywood superstar Amitabh Bachchan as its brand ambassador, had plans to go for an initial public offering of Rs 10000.000 Millions in 2010-11, but the plan had to be shelved due to the poor market situation.


According to recent reports, SKNL — the stock price of which has fallen 84 per cent from Rs 43.50 on January 4, 2010, to Rs 6.83 now — plans to raise about Rs 6000.00 Millions by selling shares of its Reid and Taylor arm through a qualified institutional placement.

 

S KUMARS NATION DIRECTOR RESIGNS

MAY 08, 2013

 

S Kumars Nationwide Limited has informed BSE that the resignation of Shri. Jitender Balakrishnan as director from the board of the company

 

IL AND FS FINANCIAL SERVICES SELLS 18 LAKH SHARES OF S KUMARS

MAY 02, 2013

 

On April 30, ILandFS Financial Services sold 18 lakh equity shares of S Kumars Nationwide at Rs 7 on the NSE.

 

On Tuesday, the share closed at Rs 6.86, down Rs 0.58, or 7.80 percent. It has touched a 52-week low of Rs 6.76.

 

The company's trailing 12-month (TTM) EPS was at Rs 6.06 per share. (Dec, 2012). The stock's price-to-earnings (P/E) ratio was 1.13. The latest book value of the company is Rs 50.61 per share. At current value, the price-to-book value of the company was 0.14. The dividend yield of the company was 14.58 percent.

 

12 S KUMARS LENDERS MULL LEGAL ACTION FOR DEFAULT

MAY 9, 2013

 

A consortium of 12 lenders to cash-strapped apparel and fabrics major S Kumars Nationwide Limited (SKNL) may soon take legal action against it and its defaulting marquee-suiting brand Reid and Taylor in order to recover overdue loans of Rs 30000.000 Millions, said a banker familiar with the matter.

 

A consortium of 12 lenders to cash-strapped apparel and fabrics major S Kumars Nationwide Limited (SKNL) may soon take legal action against it and its defaulting marquee-suiting brand Reid and Taylor in order to recover overdue loans of Rs 30000.000 Millions, said a banker familiar with the matter.


The consortium includes State Bank of India, ICICI Bank, Corporation Bank, Punjab National Bank and IDBI Bank.

While the S Kumars account continues to remain as a standard one (and not a non-performing asset or NPA) in the books of a few banks, it has slipped into the NPA category at others, another banker in the consortium told dna.

The timeline for the expected legal action, therefore, is still to be decided.


SKNL has been unable to go ahead with its expansion plans. It has not succeeded in getting Reid and Taylor listed yet. Its stock has fallen 75% in the last one year.


Corporation Bank, which has an exposure of Rs 750.000 Millions to SKNL, will initiate action against SKNL soon, said the bank’s CMD Ajai Kumar after announcing the annual results on Wednesday.


The consortium, led by Bank of India, had extended working capital and project loans to SKNL against collateral of certain fixed and current assets. The consortium also has some SKNL shares pledged with it, apart from a personal guarantee from promoter and MD Nitin Kasliwal.


Uco Bank, in an effort to recover dues more than Rs 1100.000 Millions from Reid and Taylor, published a public notice in newspapers on Wednesday, asking the promoter to repay the outstanding debt.


“Despite repeated reminders, requests and persuasions, the said borrower has not liquidated the liabilities of the bank,” Uco Bank said in the notice.


Uco Bank has 35 acres and 16 guntas of land at Nanjangud in Karnataka and personal guarantee of Kasliwal as collateral.

ROC LOOKING INTO COMPLAINTS AGAINST S KUMARS

SEPTEMBER 3, 2012

 

The Serious Fraud Investigation Office (SFIO) has received complaints about alleged violation of corporate governance and other norms by textile major S Kumars Nationwide and the matter is being examined by the Registrar of Companies, Ministry of Corporate Affairs said today.

 

The Office of RoC, Mumbai, is examining the reply from the company and any further action in this matter would be taken after receipt of its report, Minister of State for Corporate Affairs R P N Singh said in reply to the Rajya Sabha.

 

Asked whether SFIO has received any complaints regarding violations of corporate governance and "myriad transactions involving demergers etc" by S Kumars Nationwide Limited (SKNL), the minister replied in affirmative.

 

"The complaint was taken up by the Office of the Registrar of Companies (RoC), Mumbai, who has reported that the reply of the company is under examination. Further action in the matter will be taken on the receipt of report from ROC Mumbai," Singh said.

 

The minister, however, said that SFIO itself is not investigating the issues related to misrepresentation in corporate reporting and violation of various sections of Companies Act by SKNL.

 

Provisions have been made in the Companies Bill, 2011 to given SFIO powers to investigate into the affairs of the company through a relevant clause.

 

An SKNL spokesperson said the company had received a letter from RoC, Mumbai asking for comments and clarifications on certain issues raised by an individual. "The matters raised by the individual are frivolous and baseless . The company has already replied in detail to the RoC. SKNL follows best practices in corporate governance and believes that its clarifications and stance will more than adequately address any issues raised and forwarded to the company. There is no other review being conducted by any government/regulatory authority with regard to this matter.”

 

S KUMARS' PROMOTERS TO OFFLOAD CONTROLLING STAKE IN REID AND TAYLOR: REPORT

MAR 25, 2013

 

The cash strapped promoters of S Kumars Nationwide are reportedly planning to offload controlling stake in Reid and Taylor and deleverage the balance sheet. This move comes after several unsuccessful attempts to list the Reid and Taylor India business through an Rs 10000.000 Millions IPO.

 

The company has been suffering from its own set of problems which got compounded by the high debt piled up in its US arm HMX Acquisition Corp.

 

S Kumars Nationwide is one of India’s leading textile and Apparel Company with expertise in multi-fiber manufacturing. The company has extended its presence in multiple product categories from Fabrics to Apparels and Home Textiles.

 

S KUMARS PLANNING TO SELL REID AND TAYLOR

MAR 25, 2013

 

S Kumars Nationwide shares surged over 5% on reports that the company was planning to sell a controlling stake in its subsidiary Reid and Taylor.

 

According to reports, this move comes after several unsuccessful attempts to list the Reid and Taylor India business through a Rs 10bn IPO.

 

Reid and Taylor India is an unlisted subsidiary of SKNL.

 

If the deal gets through, the money will be used be used to significantly bring down the company's leverage, says report.

 

The formal process was expected to be launched in the coming weeks, says media reports.

 

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.54.8

UK Pound

1

Rs.83.66

Euro

1

Rs.70.57

 

 

INFORMATION DETAILS

 

Report Prepared by :

KVT

 


 

SCORE & RATING EXPLANATIONS

 

SCORE FACTORS

 

RANGE

POINTS

HISTORY

1~10

2

PAID-UP CAPITAL

1~10

2

OPERATING SCALE

1~10

2

FINANCIAL CONDITION

 

 

--BUSINESS SCALE

1~10

2

--PROFITABILIRY

1~10

1

--LIQUIDITY

1~10

1

--LEVERAGE

1~10

1

--RESERVES

1~10

1

--CREDIT LINES

1~10

2

--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

 

14

 

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.