MIRA INFORM REPORT
|
Report Date : |
25.01.2014 |
IDENTIFICATION DETAILS
|
Name : |
ADF FOODS LIMITED |
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Registered
Office : |
83/86, GIDC,
Industrial Area, Nadiad – 387001, Gujarat |
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Country : |
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Financials (as
on) : |
31.03.2013 |
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Date of
Incorporation : |
27.08.1990 |
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Com. Reg. No.: |
04-014265 |
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Capital
Investment / Paid-up Capital : |
Rs.223.783 Millions |
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CIN No.: [Company Identification
No.] |
L15400GJ1990PLC014265 |
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Legal Form : |
A Public Limited
Liability Company. The Company’s
Shares are Listed on the Stock Exchanges. |
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Line of Business
: |
Subject is
engaged in the manufacturing and selling of food products like pickles, chutneys,
ready to eat items, paste and sauces, frozen foods, spices etc. |
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No. of Employees
: |
320 (Approximately) |
RATING & COMMENTS
|
MIRA’s Rating : |
Ba (46) |
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RATING |
STATUS |
PROPOSED CREDIT LINE |
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|
41-55 |
Ba |
Overall operation is considered normal. Capable to meet normal
commitments. |
Satisfactory |
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Maximum Credit Limit : |
USD 6230000 |
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Status : |
Satisfactory |
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Payment Behaviour : |
Usually Correct |
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Litigation : |
Clear |
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Comments : |
Subject is an established company having satisfactory track record. General financial position of the company is good. Trade relations are fair. Business is active. Payment terms are
reported to be usually correct and as per commitment. The company can be considered normal for business dealings at usual
trade terms and conditions. |
NOTES :
Any query related to this report can be made
on e-mail : infodept@mirainform.com
while quoting report number, name and date.
ECGC Country Risk Classification List – September 30, 2013
|
Country Name |
Previous Rating (30.06.2013) |
Current Rating (30.09.2013) |
|
India |
A1 |
A1 |
|
Risk Category |
ECGC
Classification |
|
Insignificant |
A1 |
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Low |
A2 |
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Moderate |
B1 |
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High |
B2 |
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Very High |
C1 |
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Restricted |
C2 |
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Off-credit |
D |
INDIAN ECONOMIC OVERVIEW
The current downturn provides an opportunity to push ahead with reforms to
accelerate growth, says the latest India Development Update report released by
the World Bank. The report says that the adverse effects of rupee depreciation
are likely to be offset by the gains in the exports performance due to improved
external competitiveness. Since May this year, the local currency has
depreciated substantially and fell to a record level of Rs 68.85 to a dollar on
August, 28.
A stagflation like situation appears to have arisen as inflation jumped
to an eight month high of 6.46 % for the month of September. It is up from 6.10
% in August. Growth continues to be muted with factory output plunging to
0.6 % in August. Onion prices have risen nearly 300 % from last September.
Vegetables cost nearly 90 % more than they did last year. Wake up to the
economic contribution of slum dwellers. They contribute more than 7.5 % to the
country’s gross domestic product, according to a recent study conducted in 50
top cities.
136000 estimated number of jobs created during the second quarter of the
current financial year. 50000 estimated number of additional jobs in the field
of corporate social responsibility in the coming years.
The International Finance Corporation expects to come out with its rupee
linked bonds issue before the end of 2013 as a part of its plan to raise $ 1
billion. The Apple iPhone 5c (Rs 41900 for 16 GB variant) and 5s (Rs 53500 for
16GB variant) has been launched in India from 1st November.
The Land Acquisition Act to provide just and fair compensation to
farmers will come into force from January 1 next year, said Rural Development
Minister Jairam Ramesh. The Act replaces a 119 year old registration. The
Securities and Exchange Board of India has approved the trading of currency futures
on the Bombay Stock Exchange. The exchange plans to launch the currency futures
platform with advanced trading technology by the end of November.
EXTERNAL AGENCY RATING
|
Rating Agency Name |
CRISIL |
|
Rating |
Short term Rating A2+ |
|
Rating Explanation |
Strong degree of safety. It carry very low
credit risk. |
|
Date |
15.07.2013 |
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 : |
83/86, GIDC, Industrial Area, Nadiad – 387001, Gujarat, India |
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Tel. No.: |
91-268-2551381 |
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Fax No.: |
91-268-2565068 |
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E-Mail : |
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Website : |
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Corporate Office: |
Unit No. 2/B, 2nd Floor, 570,
P.B. Marg, Worli, Mumbai - 400 018, Maharashtra, India |
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Tel. No.: |
91-22-6141 5555 |
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Fax No.: |
91-22-6662 7373 |
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E-Mail : |
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Factory 1 : |
77/84, GIDC Industrial Estate, Nadiad - 387001, Gujarat, India |
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Factory 2 : |
83/86, GIDC Industrial Estate, Nadiad - 387001, Gujarat, India |
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Factory 3 : |
C 1-40/2, GIDC Industrial Estate, Nadiad - 387001, Gujarat, India |
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Factory 4 : |
Plot No.5, MIDC Industrial Estate, Malegaon, Sinnar, Nashik - 422103,
Maharashtra, India |
DIRECTORS
As on 31.03.2013
|
Name : |
Mr. Ramesh H. Thakkar |
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Designation : |
Chairman |
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Name : |
Mr. Ashok H. Thakkar |
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Designation : |
Vice-Chairman |
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Name : |
Mr. Bimal R. Thakkar |
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Designation : |
Managing Director |
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Name : |
Mr. Bhavesh R. Thakkar |
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Designation : |
Executive Director |
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Date of Birth / Age : |
40 Years |
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Name : |
Mr. Nipun C. Shah |
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Designation : |
Director |
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Name : |
Mr. Yasir J. Varawala |
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Designation : |
Director |
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Name : |
Mr. Vikram S. Munshi |
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Designation : |
Director (resigned w.e.f. 9th May, 2013) |
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Name : |
Mr. Jay M. Mehta |
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Designation : |
Director |
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Name : |
Mr. Viren A. Merchant |
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Designation : |
Director |
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Date of Birth / Age : |
47 Years |
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Name : |
Mr. Ravinder Kumar Jain |
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Designation : |
Director |
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Date of Birth / Age : |
66 Years |
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Qualification : |
Chemical
Engineer from IIT, Delhi a Post Graduate Diploma in Business Administration
from IIM, Ahmedabad |
KEY EXECUTIVES
|
Name : |
Ms. Shalaka Ovalekar |
|
Designation : |
Company Secretary |
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SENIOR MANAGEMENT |
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Name : |
Mr. Dilip S Golwala |
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Designation : |
General Manager – Accounts |
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Name : |
Mr. Milroy Fernandes |
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Designation : |
General Manager – Finance |
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Name : |
Mr. Dinesh Jaiswal |
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Designation : |
General Manager – Works (Nashik) |
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Name : |
Mr. Raj Roop Singh |
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Designation : |
General Manager –Works (Nadiad) |
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Name : |
Mr. Maneck Katpitia |
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Designation : |
Vice President- International Business |
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Name : |
Mr. Suman Sinha |
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Designation : |
Vice President - Sales (India) |
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Name : |
Mr. Vinayak Vetekar |
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Designation : |
National Sales Manager |
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COUNTRY MANAGERS |
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|
Name : |
Mr. Steve Pezzack |
|
Designation : |
Food Service –UK |
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Name : |
Mr. Upinder Thakur |
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Designation : |
Ethnic Division- UK and Europe |
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Name : |
Mr. Vimal Bhalla |
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Designation : |
North America |
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Name : |
Mr. Prashant Patil |
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Designation : |
Asia Pacific and Africa |
SHAREHOLDING PATTERN
As on 31.12.2013
|
Category of Shareholders |
No. of Shares |
Percentage
of Holding |
|
(A) Shareholding of Promoter and Promoter Group |
|
|
|
|
|
|
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|
9773183 |
44.42 |
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|
238399 |
1.08 |
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|
10011582 |
45.51 |
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|
|
|
Total shareholding of Promoter and Promoter Group (A) |
10011582 |
45.51 |
|
(B) Public Shareholding |
|
|
|
|
|
|
|
|
18300 |
0.08 |
|
|
1800 |
0.01 |
|
|
5300 |
0.02 |
|
|
25400 |
0.12 |
|
|
|
|
|
|
2630081 |
11.95 |
|
|
|
|
|
|
3506053 |
15.94 |
|
|
2702494 |
12.28 |
|
|
3124390 |
14.20 |
|
|
58393 |
0.27 |
|
|
500 |
0.00 |
|
|
84797 |
0.39 |
|
|
330700 |
1.50 |
|
|
2650000 |
12.05 |
|
|
11963018 |
54.38 |
|
Total Public shareholding (B) |
11988418 |
54.49 |
|
Total (A)+(B) |
22000000 |
100.00 |
|
(C) Shares held by Custodians and against which Depository
Receipts have been issued |
0 |
0.00 |
|
|
0 |
0.00 |
|
|
0 |
0.00 |
|
|
0 |
0.00 |
|
Total (A)+(B)+(C) |
22000000 |
0.00 |
Individual shareholders holding nominal
share capital up to Rs.0.100 millionBUSINESS DETAILS
|
Line of Business : |
Subject is
engaged in the manufacturing and selling of food products like pickles,
chutneys, ready to eat items, paste and sauces, frozen foods, spices etc. |
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Products : |
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GENERAL INFORMATION
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No. of Employees : |
320 (Approximately) |
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Bankers : |
·
State
Bank of Hyderabad ·
Bank
of Baroda ·
HDFC
Bank Limited |
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Facilities : |
Long Term Borrowings
i.
Secured
by hypothecation of asset purchased, repayable in 36 installments. The loan carries
interest of 8% to 10.50% p.a.
ii.
Secured
by hypothecation of asset purchased, repayable in 60 installments. The loan
carries interest of 8.40% p.a. Short Term Borrowings A)
Secured by equitable mortgage of the Company’s Factory,
Land and Building situated at Nadiad and Nashik, Plant and Machinery and
other Fixed Assets, present and future situated at Nadiad and Nashik and
Current Assets, present and future situated at Nadiad, Nashik and Mumbai
ranking pari pasu in favour of the Company’s bankers. The said Working
Capital limits are repayable on demand and the interest payable on Rupee
borrowings range from 9.50 % to 12 % p.a. and on foreign currency borrowings
is LIBOR plus margin (350 basis points). B)
Secured by lien on all stocks, shares,
securities, property and book debts present and future held / to be held by
the Company. The said Working Capital limit is repayable on demand and the
interest payable thereon is LIBOR plus margin (250 basis points). C)
Secured by pledge of fixed deposits of Rs.70.000
Millions held with Tamilnadu Mercantile Bank Limited. The said Working
Capital limit is repayable on demand and the interest payable thereon ranges
from 10% to 10.50 % p.a. |
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Banking
Relations : |
-- |
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Statutory Auditors : |
|
|
Name : |
D. P. Ghevaria and Company Chartered Accountants |
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|
|
Name : |
B S R and Company Chartered Accountants |
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Cost Auditors : |
|
|
Name : |
Girikrishna S Maniar |
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Address : |
Mumbai, Maharashtra, India |
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Internal
Auditors : |
|
|
Name : |
Suresh Gandhi and Associates |
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Address : |
Surat, Gujarat, India |
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|
|
|
Name : |
Pipalia Singhal and Associates |
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Direct subsidiaries : |
·
Power
Brands (Foods) Private Limited (Under members’ voluntary liquidation) ·
ADF
Foods UK Limited ·
ADF
Foods Mauritius Limited (Underwent liquidation during the Financial Year
2012-13) ·
ADF
Foods India Limited |
|
|
|
|
Indirect subsidiaries : |
·
ADF Holdings
(USA) Limited ·
ADF
Foods (USA) Limited |
|
|
|
|
Some of the Directors of the Company are
related to the Directors of the said Private Limited Company: |
M.H. Foods
Private Limited |
CAPITAL STRUCTURE
As on 31.03.2013
Authorised Capital :
|
No. of Shares |
Type |
Value |
Amount |
|
|
|
|
|
|
25000000 |
Equity Shares |
Rs.10/- each |
Rs.250.000 Millions |
Issued, Subscribed & Paid-up Capital :
|
No. of Shares |
Type |
Value |
Amount |
|
|
|
|
|
|
22000000 |
Equity Shares |
Rs.10/- each |
Rs.220.000 Millions |
|
756600 |
Shares Forfeited |
Rs.5/- each |
Rs.3.783 Millions |
|
|
Total |
|
Rs.223.783
Millions |
Reconciliation of
the shares outstanding at the beginning and at the end of the reporting period
|
Equity Shares |
Number
of Shares |
|
At the beginning of the year |
20200000 |
|
Add : Shares issued on exercise of conversion of warrants' option |
1800000 |
|
Outstanding at the end of the year |
22000000 |
Of the above
5000490 (Previous
year 5000490) equity shares were allotted to the shareholders of the erstwhile
Lustre Investments Private Limited, for consideration other than cash pursuant
to a Scheme of Amalgamation. 2650000 (Previous year 2650000) equity shares were
issued on preferential basis to investors. 4326110 (Previous year 2526110)
equity shares were issued on conversion of preferential warrants. Out of these,
200000 equity shares carry restriction on transfer for a period of three years
from the date of their issue i.e. up to 27th March 2015 and 18,00,000 equity
shares carry restriction on transfer for a period of three years from the date
of issue i.e. upto 22nd January, 2016.
Terms/rights
attached to equity shares
Company has only
one class of shares referred to as Equity Shares having a par value of Rs.10/-.
Each holder of equity shares is entitled to one vote per share. The company
declares and pays dividends in Indian rupees. The dividend proposed by the
Board of Directors is subject to approval of the shareholders in the ensuing
Annual General Meeting.
The Board of
Directors, in their board meeting held on 30th May 2013, proposed a dividend of
Rs.1.50 per equity share. The total dividend appropriation for the year ended
31st March 2013 amounted to Rs.38.610 Millions including corporate dividend tax
of Rs.5.610 Millions. The proposal is subject to approval of the shareholders
at the Annual General Meeting to be held on 31st July 2013.
During the year
ended 31st March 2012, amount of dividend per share distributed to equity share
holders was Rs.1.50. The total dividend appropriation for the year ended 31st
March 2012 amounted to Rs.35.216 Millions including corporate dividend tax of
Rs.4.916 Millions.
In the event of
liquidation of the company, the holders of equity shares will be entitled to
receive any of the remaining assets of the company, after distribution of all
preferential amounts. The distribution will be in proportion to their
shareholding.
Details of equity shares held by shareholders holding more than 5%
shares:
|
Name of
Shareholder |
Number
of Shares |
% holding |
|
Credit Renaissance Fund, Limited |
2200000 |
10.00% |
|
Mr. Ashok H. Thakkar |
1836354 |
8.35% |
|
Top Class Capital Markets Private Limited |
1752859 |
7.97% |
|
Mr. Bimal R. Thakkar |
1866320 |
8.48% |
|
Mr. Bhavesh R. Thakkar |
1449450 |
6.59% |
|
Mr. Mishal A. Thakkar |
1821098 |
8.28% |
|
Mr. Ramesh H. Thakkar |
1045500 |
4.75% |
|
Total |
11971581 |
54.42% |
FINANCIAL DATA
[all figures are
in Rupees Millions]
ABRIDGED BALANCE
SHEET
|
SOURCES OF FUNDS |
31.03.2013 |
31.03.2012 |
31.03.2011 |
|
I.
EQUITY
AND LIABILITIES |
|
|
|
|
(1)Shareholders' Funds |
|
|
|
|
(a) Share Capital |
223.783 |
205.783 |
203.783 |
|
(b) Reserves & Surplus |
1332.580 |
1075.089 |
1009.774 |
|
(c) Money
received against share warrants |
0.000 |
29.250 |
0.000 |
|
|
|
|
|
|
(2) Share Application money pending allotment |
0.000 |
0.000 |
0.000 |
|
Total Shareholders’
Funds (1) + (2) |
1556.363 |
1310.122 |
1213.557 |
|
|
|
|
|
|
(3)
Non-Current Liabilities |
|
|
|
|
(a) long-term borrowings |
1.524 |
2.437 |
4.575 |
|
(b) Deferred tax liabilities (Net) |
62.205 |
49.609 |
30.034 |
|
(c) Other long term liabilities |
2.500 |
2.500 |
0.000 |
|
(d) long-term provisions |
9.918 |
10.167 |
8.165 |
|
Total Non-current Liabilities (3) |
76.147 |
64.713 |
42.774 |
|
|
|
|
|
|
(4) Current Liabilities |
|
|
|
|
(a) Short term borrowings |
252.889 |
161.387 |
150.483 |
|
(b) Trade payables |
49.747 |
40.828 |
41.142 |
|
(c) Other current
liabilities |
27.441 |
23.883 |
25.913 |
|
(d) Short-term provisions |
53.254 |
63.879 |
44.581 |
|
Total Current Liabilities (4) |
383.331 |
289.977 |
262.119 |
|
|
|
|
|
|
TOTAL |
2015.841 |
1664.812 |
1518.450 |
|
|
|
|
|
|
II.
ASSETS |
|
|
|
|
(1) Non-current assets |
|
|
|
|
(a) Fixed Assets |
|
|
|
|
(i) Tangible assets |
390.775 |
396.195 |
399.111 |
|
(ii) Intangible Assets |
326.091 |
45.897 |
63.207 |
|
(iii) Capital
work-in-progress |
0.992 |
6.815 |
9.699 |
|
(iv)
Intangible assets under development |
0.000 |
0.000 |
0.000 |
|
(b) Non-current Investments |
67.889 |
256.505 |
256.505 |
|
(c) Deferred tax assets (net) |
0.000 |
0.000 |
0.000 |
|
(d) Long-term Loan and Advances |
31.217 |
47.620 |
38.109 |
|
(e) Other Non-current assets |
45.000 |
50.000 |
0.085 |
|
Total Non-Current Assets |
861.964 |
803.032 |
766.716 |
|
|
|
|
|
|
(2) Current assets |
|
|
|
|
(a) Current investments |
295.000 |
180.000 |
87.500 |
|
(b) Inventories |
203.476 |
174.935 |
135.908 |
|
(c) Trade receivables |
333.443 |
268.652 |
269.539 |
|
(d) Cash and cash
equivalents |
78.335 |
183.150 |
200.318 |
|
(e) Short-term loans and
advances |
243.623 |
55.043 |
58.469 |
|
(f) Other current assets |
0.000 |
0.000 |
0.000 |
|
Total Current Assets |
1153.877 |
861.780 |
751.734 |
|
|
|
|
|
|
TOTAL |
2015.841 |
1664.812 |
1518.450 |
PROFIT & LOSS
ACCOUNT
|
|
PARTICULARS |
31.03.2013 |
31.03.2012 |
31.03.2011 |
|
|
|
SALES |
|
|
|
|
|
|
|
Income |
1296.915 |
1124.825 |
1113.767 |
|
|
|
Other Income |
34.036 |
26.276 |
31.342 |
|
|
|
TOTAL (A) |
1330.951 |
1151.101 |
1145.109 |
|
|
|
|
|
|
|
|
Less |
EXPENSES |
|
|
|
|
|
|
|
Cost of materials
consumed |
571.580 |
508.779 |
550.379 |
|
|
|
Purchase of
traded goods |
58.456 |
62.357 |
42.326 |
|
|
|
Increase in
inventories of finished goods, work-in-progress and traded goods |
(15.919) |
(31.477) |
(28.999) |
|
|
|
Employee benefits
expenses |
81.092 |
69.416 |
53.897 |
|
|
|
Other expenses |
452.649 |
310.778 |
266.194 |
|
|
|
Exceptional items |
(71.975) |
0.000 |
0.000 |
|
|
|
TOTAL (B) |
1075.883 |
919.853 |
883.797 |
|
|
|
|
|
|
|
|
Less |
PROFIT
BEFORE INTEREST, TAX, DEPRECIATION AND AMORTISATION (A-B) (C) |
255.068 |
231.248 |
261.312 |
|
|
|
|
|
|
|
|
|
Less |
FINANCIAL
EXPENSES (D) |
16.257 |
12.435 |
16.301 |
|
|
|
|
|
|
|
|
|
|
PROFIT
BEFORE TAX, DEPRECIATION AND AMORTISATION (C-D) (E) |
238.811 |
218.813 |
245.011 |
|
|
|
|
|
|
|
|
|
Less/ Add |
DEPRECIATION/
AMORTISATION (F) |
41.456 |
46.723 |
45.025 |
|
|
|
|
|
|
|
|
|
|
PROFIT BEFORE
TAX (E-F) (G) |
197.355 |
172.090 |
199.986 |
|
|
|
|
|
|
|
|
|
Less |
TAX (H) |
41.498 |
55.787 |
21.910 |
|
|
|
|
|
|
|
|
|
|
PROFIT AFTER TAX
(G-H) (I) |
155.857 |
116.303 |
178.076 |
|
|
|
|
|
|
|
|
|
Add |
PRIOR
PERIOD ADJUSTMENTS (NET OFF) |
0.000 |
0.318 |
(0.117) |
|
|
|
|
|
|
|
|
|
Add |
PREVIOUS
YEARS’ BALANCE BROUGHT FORWARD |
550.349 |
474.944 |
341.065 |
|
|
|
|
|
|
|
|
|
Less |
APPROPRIATIONS7 |
|
|
|
|
|
|
|
Dividend
declared/ paid |
33.000 |
30.300 |
30.000 |
|
|
|
Tax on dividend |
5.610 |
4.916 |
4.983 |
|
|
|
Transfer to General Reserve |
8.000 |
6.000 |
9.097 |
|
|
BALANCE CARRIED
TO THE B/S |
659.596 |
550.349 |
474.944 |
|
|
|
|
|
|
|
|
|
|
EARNINGS IN
FOREIGN CURRENCY |
|
|
|
|
|
|
|
Export Earnings |
1080.143 |
976.749 |
978.966 |
|
|
TOTAL EARNINGS |
1080.143 |
976.749 |
978.966 |
|
|
|
|
|
|
|
|
|
|
IMPORTS |
|
|
|
|
|
|
|
Raw Materials |
19.200 |
24.500 |
0.000 |
|
|
|
Traded Goods |
0.945 |
1.829 |
0.000 |
|
|
|
Capital Goods |
4.612 |
3.246 |
2.827 |
|
|
|
Others |
0.412 |
1.118 |
0.000 |
|
|
TOTAL IMPORTS |
25.169 |
30.693 |
2.827 |
|
|
|
|
|
|
|
|
|
|
Earnings Per
Share (Rs.) |
|
|
|
|
|
|
Basic |
7.59 |
5.77 |
8.90 |
|
|
|
Diluted |
7.59 |
5.45 |
8.90 |
|
KEY RATIOS
|
PARTICULARS |
|
31.03.2013 |
31.03.2012 |
31.03.2011 |
|
PAT / Total Income |
(%) |
11.71 |
10.10 |
15.55 |
|
|
|
|
|
|
|
Net Profit Margin (PBT/Sales) |
(%) |
15.22 |
15.30 |
17.96 |
|
|
|
|
|
|
|
Return on Total Assets (PBT/Total Assets} |
(%) |
10.14 |
12.28 |
15.97 |
|
|
|
|
|
|
|
Return on Investment (ROI) (PBT/Networth) |
|
0.13 |
0.13 |
0.16 |
|
|
|
|
|
|
|
Debt Equity Ratio (Total Debt /Networth) |
|
0.16 |
0.13 |
0.13 |
|
|
|
|
|
|
|
Current Ratio (Current Asset/Current Liability) |
|
3.01 |
2.97 |
2.87 |
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 |
Yes |
|
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 |
31.03.2013 Rs. In Millions |
31.03.2012 Rs. In Millions |
|
Short Term Borrowings |
|
|
|
Loans and advances from related parties |
|
|
|
(i) ADF
(Holdings) USA Limited |
0.000 |
10.104 |
|
(ii) ADF Foods
(India) Limited |
0.000 |
0.096 |
|
(iii) ADF foods
(UK) Limited |
0.000 |
1.526 |
|
Total |
0.000 |
11.726 |
CORPORATE INFORMATION
Subject is a public
company domiciled in India and incorporated under the provisions of the
Companies Act, 1956. Its shares are listed on Bombay Stock Exchange and
National Stock Exchange in India. The company is engaged in the manufacturing
and selling of food products like pickles, chutneys, ready to eat items, paste
and sauces, frozen foods, spices etc. The company caters mainly to
International markets and domestic market.
FINANCIAL
PERFORMANCE
During the year,
theCompany has recorded revenue from operations (net) of Rs.129.69 Millions as
against Rs.1124.800 Millions in the previous year recording an increase of 15%
over the previous year. The Net profit (after tax, exceptional and extra
ordinary items) for the financial year ended 31st March 2013 is Rs.155.800 Millions as against
Rs.116.600 Millions in the previous year.
Opportunities,
Threats and General Business Outlook
The Company is
engaged in the manufacturing and export of various Indian Processed foods. The range
of Company’s products includes Meal Accompaniments (Pickles, Pastes, Chutneys),
Ready-to-eat Curries, Canned Vegetables in Brine, Frozen Foods, Spices in whole
and ground form, IQF Indian Vegetables, Frozen Parathas, Frozen Continental and
Mexican Foods, etc. Continuing with its passion to discover potential areas for
penetration, the Company is tapping new markets and constantly innovating and
renovating the products in its portfolio to meet changing trends and
preferences of the Global consumers. The Company has well established brands
and strong distribution networks in Europe, USA, Middle East Countries,
Australia, Canada and Asia.
TheCompany
successfully sustains the position it has enjoyed over the years in the
processed food industry.
The Domestic Market:
During the year,
the Company has expanded its distribution network in Uttar Pradesh, Delhi and
Bangalore in addition to increasing the width and depth in Mumbai, Pune,
Gujarat and Madhya Pradesh. The products are being sold in traditional grocery
stores and also in major supermarkets. The modern trade business has shown
remarkable growth during the year.
The recent
additions in the product line are the all new ‘WET MASALA’ range of products
made with extra virgin olive oil under the umbrella brand of ‘ADF SOUL’. These
have been initially launched in Gujarat and Mumbai markets.
U.S. Operations:
During the year,
the Company has introduced four new burritos under its brand PJ’s Organics. The
Company has also introduced a unique range of protein based Ethnic Indian Fods
such as Kathi Rolls and Indian Style Pizza’s called NAANZZA under its brand
‘ADF SOUL’. These products are made in the U.S. Facility and are going to be
exported to the Gulf market in addition to being sold in USA and Canada.
SWOT ANALYSIS:
The Company’s strengths include a wide range
of products from treats to healthy eats at affordable price, ongoing product
up-gradation based on feedback on consumer insights, a dedicated team force,
strong distribution network that allows wide reach and coverage in target
markets.
The continuing factors posing as hindrances for
the Company are the complex supply chain configuration, the Labour intensive
operations, and ever rising costs. Irrespective of these factors, the Company
is driven by the strength to meet the customer expectations and the same is
evident with the market response. The Company constantly explores opportunities to develop more products
that provide nutrition, health and wellness at affordable prices.
The Business risks
or threats faced by the Company
are mainly lack of adequate external infrastructure, increase in the prices of
raw materials, packing material and fuel, non-availability of raw materials,
exchange rate fluctuations, changes in fiscal benefits/laws. Also, the industry
growth is largely affected by lack of integrated supply chain. The intense
competition faced from established brands in the organized sector and numerous
players in unorganized sector does impact the growth to an extent of the
business.
UNAUDITED FINANCIAL RESULTS FOR THE THREE QUARTER AND HALF YEAR ENDED 30TH SEPTEMBER 2013
(Rs. In Millions)
|
Particulars |
Quarter Ended ( Unaudited) |
Half Year Ended ( Unaudited) |
|
|
|
30.09.2013 |
30.06.2013 |
30.09.2013 |
|
1.
Income from operations |
|
|
|
|
a) Net sales/ Income from operation (net of excise duty) |
331.607 |
275.493 |
607.100 |
|
b) Other operating income |
23.297 |
18.932 |
42.229 |
|
Total
income from Operations(net) |
354.904 |
294.425 |
649.329 |
|
2.Expenditure |
|
|
|
|
a) Cost of material consumed |
131.101 |
192.880 |
323.981 |
|
b) Purchases of stock in trade |
4.789 |
9.730 |
14.519 |
|
c) Changes in inventories of finished goods,
work-in-progress and stock-in-trade |
15.248 |
(61.798) |
(46.550) |
|
d) Employees benefit expenses |
25.800 |
24.819 |
50.619 |
|
e) Depreciation and amortization expenses |
17.229 |
17.000 |
34.229 |
|
f) Other expenditure |
118.589 |
87.266 |
205.855 |
|
Total expenses |
312.756 |
269.897 |
582.653 |
|
3. Profit from operations before other income and
financial costs |
41.148 |
24.528 |
66.676 |
|
4. Other income |
12.889 |
34.941 |
47.830 |
|
5. Profit from ordinary activities before finance costs |
55.037 |
59.469 |
114.506 |
|
6. Finance costs |
2.766 |
2.384 |
5.150 |
|
7. Net profit/(loss) from ordinary activities
after finance costs but before exceptional items |
52.271 |
57.085 |
109.356 |
|
8. Exceptional item |
0.000 |
0.000 |
0.000 |
|
9. Profit from ordinary activities before tax
Expense: |
52.271 |
57.085 |
109.356 |
|
10.Tax expenses |
18.785 |
17.518 |
36.303 |
|
11.Net
Profit / (Loss) from ordinary activities after tax (9-10) |
33.486 |
39.567 |
73.053 |
|
12.Extraordinary Items (net of tax expense) |
0.000 |
0.000 |
0.000 |
|
13.Net Profit / (Loss) for the period (11 -12) |
33.486 |
39.567 |
73.053 |
|
14.Paid-up
equity share capital (Nominal value Rs.10/ per share) |
223.783 |
223.783 |
223.783 |
|
15. Reserve excluding
Revaluation Reserves as per balance sheet of previous accounting year |
- |
- |
- |
|
16.i) Earnings per share (before extraordinary
items) of Rs.10/- each) (not annualised): |
|
|
|
|
(a) Basic and diluted |
1.52 |
1.80 |
3.32 |
|
ii) Earnings per share (after extraordinary items) |
|
|
|
|
(a) Basic and diluted |
1.52 |
1.80 |
3.32 |
|
Particulars |
Quarter Ended ( Unaudited) |
Half Year Ended ( Unaudited) |
|
|
|
30.09.2013 |
30.06.2013 |
30.09.2013 |
|
A. Particulars of shareholding |
|
|
|
|
1. Public Shareholding |
|
|
|
|
- Number of shares |
11988418 |
11988418 |
11988418 |
|
- Percentage of shareholding |
54.50% |
54.50% |
54.50% |
|
2. Promoters and Promoters group Shareholding- |
|
|
|
|
a) Pledged /Encumbered |
|
|
|
|
Number of shares |
0 |
0 |
0 |
|
Percentage of shares (as a % of total shareholding of the
promoter and promoter group) |
0 |
0 |
0 |
|
Percentage of shares (as a % of total share capital of the
company) |
0 |
0 |
0 |
|
|
|
|
|
|
b) Non Encumbered |
|
|
|
|
Number of shares |
1001582 |
1001582 |
1001582 |
|
Percentage of shares (as a % of total shareholding of the
promoter and promoter group) |
100.00% |
100.00% |
100.00% |
|
Percentage of shares (as a % of total share capital of the
company) |
45.50% |
45.50% |
45.50% |
|
|
|
|
|
|
B.
Investor Complaints |
|
||
|
Pending at the beginning of the quarter |
0 |
||
|
Receiving during the quarter |
6 |
||
|
Disposed of during the quarter |
6 |
||
|
Remaining unreserved at the end of the quarter |
0 |
||
Note:
1.
The
above results were reviewed and recommended by the Audit Committee at its meeting
held on 11th November 2013 and approved by the Board of Directors of the
Company at its meeting held on 12th November 2013. The statutory auditors have
carried out Limited Review of Stand alone results only.
2.
Other operating
income for the period ended 30th September 2013 includes sale of import
licences of Rs.39.125 Millions (Previous period Rs.30.173 Millions).
3.
The
Company has adopted the principles of hedge accounting as set out in Accounting
Standard (AS) 30 on Financial Instruments: Recognition and Measurement, in
respect of foreign exchange forward contracts which have been taken against
forecasted transactions and which are not covered by the requirements of
Accounting Standard (AS) 11 ‘The Effects of Changes in Foreign Exchange Rates’.
Accordingly, net loss arising on fair valuation of outstanding derivatives as
on 30th September 2013 aggregating to Rs.65.064 Millions has been debited to
Hedging Reserve (Previous period credited Rs.12.322 Millions) and net loss of
ineffective portion Rs.6.673 Millions has been set off against exchange gain
and net exchange gain is credited to Other Income for the period ended 30th
September 2013.
4.
In
accordance with the requirements of Accounting Standard AS‐17, "Segmental Reporting", the
Company has determined its business segment as 'Processed and Preserved Foods'.
Since the entire business of the Company is from Processed and Preserved Foods,
there are no other primary reportable segments.
5.
Figures
for the previous periods have been reclassified /re‐grouped, wherever necessary as per the
format revised by SEBI.
STANDALONE STATEMENT OF ASSTES AND
LIABILITIES AS ON 30.09.2013
Rs. In Millions
|
SOURCES OF FUNDS |
|
|
30.09.2013 Unaudited |
|
I.
EQUITY
AND LIABILITIES |
|
|
|
|
(1)Shareholders' Funds |
|
|
|
|
(a)
Share capital |
|
|
223.783 |
|
(b)
Reserves and surplus |
|
|
1326.414 |
|
(c)
Money received against share warrants |
|
|
0.000 |
|
Sub-total Shareholders’ |
|
|
1550.197 |
|
|
|
|
|
|
(2) Share Application money pending allotment |
|
|
0.000 |
|
|
|
|
|
|
(3)
Non-current liabilities |
|
|
|
|
(a)
Long-term borrowing |
|
|
0.729 |
|
(b)
Deferred tax liabilities (net) |
|
|
69.953 |
|
(c)
Other long term liabilities |
|
|
2.500 |
|
(d) Long-term provisions |
|
|
12.110 |
|
Sub-total of
Non-Current liabilities |
|
|
85.292 |
|
|
|
|
|
|
(4) Current liabilities |
|
|
|
|
(a) Short term borrowings |
|
|
90.901 |
|
(b) Trade payables |
|
|
66.859 |
|
(c) Other current
liabilities |
|
|
24.635 |
|
(d) Short-term provisions |
|
|
89.125 |
|
Sub-total of Current liabilities |
|
|
271.520 |
|
|
|
|
|
|
TOTAL |
|
|
1907.009 |
|
|
|
|
|
|
II.
ASSETS |
|
|
|
|
(1) Non-current assets |
|
|
|
|
(a) Fixed Assets |
|
|
|
|
i.
Tangible assets |
|
|
383.450 |
|
ii.
Intangible assets |
|
|
305.619 |
|
iii.
Capital work in progress |
|
|
13.409 |
|
(b)
Non-Current investments |
|
|
67.889 |
|
(c) Long
term loans and advances |
|
|
33.187 |
|
(d) Other
non-current assets |
|
|
45.000 |
|
Sub-total of
Non-Current Assets |
|
|
848.554 |
|
|
|
|
|
|
(2) Current assets |
|
|
|
|
(a) Current investments |
|
|
230.000 |
|
(b) Inventories |
|
|
256.412 |
|
(c) Trade receivables |
|
|
195.362 |
|
(d) Cash and cash
equivalents |
|
|
111.333 |
|
(e) Short-term loans and
advances |
|
|
265.348 |
|
(f) Other current assets |
|
|
0.000 |
|
Sub-total of
Current Assets |
|
|
1058.455 |
|
|
|
|
|
|
TOTAL |
|
|
1907.009 |
INDEX OF CHARGE:
|
Sr. No. |
Charge ID |
Date of Charge
Creation/Modification |
Charge amount
secured |
Charge Holder |
Address |
Service Request
Number (SRN) |
|
1 |
10410703 |
07/02/2013 |
1,000,000.00 |
HDFC BANK LIMITED |
HDFC BANK HOUSE SENAPATI BAPAT
MARG, LOWER PAREL W, MUMBAI, Maharashtra - 400013, INDIA |
B70411129 |
|
2 |
10197894 |
21/12/2009 |
5,290,562.00 |
KOTAK MAHINDRA PRIME LIMITED |
36-38A NARIMAN BHAVAN, 227,
NARIMAN POINT, MUMBAI, Maharashtra - 400021, INDIA |
A76231620 |
|
3 |
90095952 |
03/05/2013 * |
418,000,000.00 |
State Bank of Hyderabad |
11 C, Mittal Towers, 210,
Nariman Point, Mumbai, |
B76225648 |
|
4 |
90094342 |
19/06/1996 |
331,100,000.00 |
STATE BANK OF HYDERABAD |
11-C; Mittal Towers, 210;
Nariman Point, Mumbai, Maharashtra, India |
- |
|
5 |
90095581 |
19/06/1996 |
331,100,000.00 |
STATE BANK OF HYDERABAD |
11-C; Mittal Towers, 210;
Nariman Point, Mumbai, Maharashtra, India |
- |
|
6 |
90095941 |
24/07/1998 * |
331,100,000.00 |
STATE BANK OF HYDERABAD |
11-C; Mittal Towers, 210;
Nariman Point, Mumbai, Maharashtra, India |
- |
|
7 |
90095884 |
08/06/1994 |
2,500,000.00 |
BANK OF BARODA |
BOMBAY MAIN OFFICE, FGN/PROP.
DEPT. FORT, BOMBAY, |
- |
|
8 |
90094784 |
22/04/1994 |
10,000,000.00 |
BANK OF BARODA |
BOMBAY MAIN OFFICE, 10/12;
BOMBAY SAMACHAR MARG; |
- |
|
9 |
90095878 |
12/04/1994 |
11,600,000.00 |
STATE BANK OF BIKANER AND
JAIPUR IND. FINANCE BRANCH |
239, P.D. MELLO ROAD, P.D,
Maharashtra, INDIA |
- |
|
10 |
90094297 |
16/03/1993 |
52,000,000.00 |
STATE BANK OF HYDERABAD |
USMAN PUR, ASHRAM PUR,
AHMEDABAD, Gujarat, INDIA |
- |
|
11 |
90094707 |
05/01/1993 |
10,400,000.00 |
BANK OF BARODA |
Foreign Pro. Department; Mumbai
Main Office, Mumbai Samachar Marg; Fort, Mumbai, Maharashtra - 400001, India |
- |
|
12 |
90095784 |
03/11/1952 |
31,200,000.00 |
STATE BANK OF HYDERABAD |
11-C; Mittal Towers, 210;
Nariman Point, Mumbai, Maharashtra, India |
- |
FIXED ASSETS:
·
Office
premises
·
Plant
and machinery
·
Laboratory
equipment
·
Office
equipment
·
Computers
·
Furniture
and fixtures
·
Vehicles
·
Trade
Mark
·
Goodwill
CMT REPORT (Corruption, Money Laundering & Terrorism]
The Public Notice information has been collected from various sources
including but not limited to: The Courts,
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.62.18 |
|
|
1 |
Rs.103.38 |
|
Euro |
1 |
Rs.85.09 |
INFORMATION DETAILS
|
Report Prepared
by : |
VNT |
SCORE & RATING EXPLANATIONS
|
SCORE FACTORS |
RANGE |
POINTS |
|
HISTORY |
1~10 |
6 |
|
PAID-UP CAPITAL |
1~10 |
5 |
|
OPERATING SCALE |
1~10 |
5 |
|
FINANCIAL CONDITION |
|
|
|
--BUSINESS SCALE |
1~10 |
5 |
|
--PROFITABILIRY |
1~10 |
5 |
|
--LIQUIDITY |
1~10 |
5 |
|
--LEVERAGE |
1~10 |
5 |
|
--RESERVES |
1~10 |
5 |
|
--CREDIT LINES |
1~10 |
5 |
|
--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 |
|
46 |
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 |
||
This report is issued at your request without any
risk and responsibility on the part of MIRA INFORM PRIVATE LIMITED (MIPL)
or its officials.