|
Report No. : |
305603 |
|
Report Date : |
03.02.2015 |
IDENTIFICATION DETAILS
|
Name : |
GODREJ INDUSTRIES LIMITED (w. e. f. 02.04.2001) |
|
|
|
|
Formerly Known
As : |
GODREJ SOAPS
LIMITED GUJARAT-GODREJ
INNOVATIVE CHEMICALS LIMITED |
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Registered
Office : |
Pirojshanagar Eastern Express Highway, Vikhroli, Mumbai -
400079, Maharashtra |
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Country : |
India |
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|
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Financials (as
on) : |
31.03.2014 |
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Date of Incorporation
: |
07.03.1988 |
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|
|
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Com. Reg. No.: |
11-097781 |
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|
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Capital
Investment / Paid-up Capital : |
Rs. 331.200
Millions |
|
|
|
|
CIN No.: [Company Identification
No.] |
L24241MH1988PLC097781 |
|
|
|
|
TAN No.: [Tax Deduction & Collection
Account No.] |
MUMG08648D /
MUMG07967B |
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|
|
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PAN No.: [Permanent Account No.] |
AAACG2953R |
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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
: |
Manufacturing and Marketing of Oleochemicals, their
Precursors and Derivatives, Bulk Edible Oils, Estate Management and
Investment Activities. |
|
|
|
|
No. of Employees
: |
1371 (Approximately) |
RATING & COMMENTS
|
MIRA’s Rating : |
A (67) |
|
RATING |
STATUS |
PROPOSED CREDIT LINE |
|
|
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 |
|
Status : |
Good |
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|
|
Payment Behaviour : |
Regular |
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Litigation : |
Exist |
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Comments : |
Subject is a Godrej Group company. It is a well-established and a reputed company having good track
record. The financial position of the company is sound. Fundamentals of the
company are healthy. Trade relations are reported as fair. Business is active. Payment
terms are reported to be regular and as per commitments. 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.
EXTERNAL AGENCY RATING
|
Rating Agency Name |
ICRA |
|
Rating |
Long term rating : AA |
|
Rating Explanation |
High degree of safety and very low credit
risk. |
|
Date |
01.12.2014 |
|
Rating Agency Name |
ICRA |
|
Rating |
Short term rating : A1+ |
|
Rating Explanation |
Very strong degree of safety and carry
lowest credit risk. |
|
Date |
01.12.2014 |
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
31-03-2014.
LOCATIONS
|
Registered Office/ Factory 1 : |
Pirojshanagar, Eastern Express Highway, Vikhroli (East), Mumbai – 400079, Maharashtra, India |
|
Tel. No.: |
91-22-25188010/ 25188020/ 25188030/ 25194493/ 66451211/ 1218 |
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Fax No.: |
91-22-25188066/ 25188074/ 66451213 |
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E-Mail : |
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Website : |
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Factory 2 : |
Valia (DTA and EOU) Burjorjinagar,
Plot No. 3, Village Kanerao, Taluka - Valia, District Bharuch - 393135,
Gujarat, India |
|
Tel. No.: |
91-2643-270756-60 |
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Fax No.: |
91-2643-270018 |
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Factory 3 : |
Wadala LM. Nadkarni
Marg, Near M.P.T. Hospital, Wadala (East), Mumbai – 400037, Maharashtra,
India |
|
Tel. No.: |
91-22-24148770/
24154816 |
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Fax No.: |
91-22-24126204 |
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|
|
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Factory 4 : |
Ambernath Plot No.N-73, Additional Ambernath
Industrial Area, Anand Nagar, Village Jambivali, Taluka Ambernath (East),
District: Thane - 421506, Maharashtra,
India |
|
Tel. No.: |
91-251-2624000 |
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Branch Offices : |
4th Floor, Delite Theatre Building, 4/1, Asaf Ali Road, New Delhi - 110002, India Phone :91-11-23261066 Fax : 91-11-23261088 Kolkata Block GN, Sector-V, Salt Lake City, Kolkata – 700091, West Bengal, India Phone : 91-33-23573555 Fax : 91-33-23573945 Block B, 2nd Floor, 284A, Chase Road,
Southgate, London N14 - 6HF., Phone : (004420) - 88860145 Fax : (004420) – 88869424 Delhi 6th
floor, Hanslaya Building, 15, Barakhamba Road, New Delhi-110002, India Phone:
91-11-233234860 |
DIRECTORS
AS ON 31.03.2014
|
Name : |
Mr. A. B. Godrej |
|
Designation : |
Chairman |
|
Date of Birth/Age : |
71 Years |
|
Qualification : |
B.S., M.S. from Massachusetts Institute of Technology, U.S.A. |
|
Expertise in
specific functional area : |
Engineering and Management |
|
Date of Appointment : |
07.03.1988 |
|
Other Directorship : |
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|
|
|
Name : |
Mr. J. N. Godrej |
|
Designation : |
Managing Director |
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|
|
|
Name : |
Mr. N. B. Godrej |
|
Designation : |
Managing Director |
|
Date of Birth/Age : |
61 Years |
|
Qualification : |
B.S. from Massachusetts Institute of Technology, U.S.A., M.S. in Chem. Engg., Standford University. MBA, Harward Business School. |
|
Expertise in
specific functional area : |
Engineering and Management |
|
Date of Appointment : |
07.03.1988 |
|
Other Directorship : |
|
|
|
|
|
Name : |
Mr. A. B.
Choudhury |
|
Designation : |
Director |
|
Date of Birth/Age : |
70 Years |
|
Qualification : |
Masters In Economics and MMS from JBIMS |
|
Expertise in
specific functional area : |
Marketing, General Management and Real Estate |
|
Date of Appointment : |
04.08.2009 |
|
Other Directorship : |
|
|
|
|
|
Name : |
Mr. S. A.
Ahmadullah |
|
Designation : |
Director |
|
|
|
|
Name : |
Mr. V. M. Crishna |
|
Designation : |
Director |
|
Date of Birth/Age : |
66 Years |
|
Qualification : |
B.A. (Economics) |
|
Expertise in
specific functional area : |
Economics |
|
Date of Appointment : |
03.01.1995 |
|
Other Directorship : |
|
|
j |
|
|
Name : |
Mr. K. K. Dastur |
|
Designation : |
Director |
|
Date of Birth/Age : |
71 Years |
|
Qualification : |
B. Com., A.C.A. |
|
Expertise in
specific functional area : |
Finance and Accounts |
|
Date of Appointment : |
01.05.2002 |
|
Other Directorship : |
|
|
|
|
|
Name : |
Mr. K. M. Elavia |
|
Designation : |
Director (Appointed w.e.f. May 28, 2013) |
|
Date of Birth/Age : |
67 Years |
|
Qualification : |
Chartered Accountant |
|
Expertise in
specific functional area : |
Finance, Accounts, Company Law, Banking and Corporate Governance |
|
Date of Appointment : |
28.05.2013 |
|
Other Directorship : |
|
|
|
|
|
Name : |
Mr. N. D. Forbes |
|
Designation : |
Director |
|
|
|
|
Name : |
Mr. K. N.
Petigara |
|
Designation : |
Director |
|
|
|
|
Name : |
Mrs. T. A. Dubash |
|
Designation : |
Executive
Director and Chief Brand Officer |
|
|
|
|
Name : |
Mr. M. Eipe |
|
Designation : |
Executive
Director and President (Chemicals) (Superannuated
on April 30, 2013) |
|
|
|
|
Name : |
N. S. Nabar |
|
Designation : |
Executive
Director and President (Chemicals) (Appointed
w.e.f. May 1, 2013) |
|
Date of Birth/Age : |
49 Years |
|
Qualification : |
B. Sc. (Tech.) University of Mumbai and Management
Graduate, Welingkar Institute of Management Development and Research, Mumbai |
|
Expertise in specific functional area : |
Sales, Marketing, Commodities, Exports, Imports and
Purchase |
|
Date of Appointment : |
01.05.2013 |
|
Other Directorship : |
|
KEY EXECUTIVES
|
BOARD COMMITTEES |
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|
Audit Committee : |
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Nomination and Compensation Committee : |
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Shareholders Relationship / Shareholders
Committee : |
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Corporate
Social : |
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Responsibility
Committee: |
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Management Committee : |
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|
|
|
Name : |
Clement Pinto |
|
Designation : |
Chief Financial
Officer |
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|
|
|
Name : |
K. R. Rajput |
|
Designation : |
Company Secretary |
SHAREHOLDING PATTERN
AS ON 31.12.2014
|
Category of Shareholder |
Total No. of Shares |
Total Shareholding as a % of Total No. of Shares |
|
|
||
|
(A) Shareholding of Promoter
and Promoter Group |
||
|
|
|
|
|
|
57431786 |
17.12 |
|
|
193802388 |
57.77 |
|
|
251234174 |
74.89 |
|
|
|
|
|
Total shareholding of
Promoter and Promoter Group (A) |
251234174 |
74.89 |
|
(B) Public Shareholding |
||
|
|
|
|
|
|
1368939 |
0.41 |
|
|
297767 |
0.09 |
|
|
10144716 |
3.02 |
|
|
38359848 |
11.44 |
|
|
50171270 |
14.96 |
|
|
|
|
|
|
12104524 |
3.61 |
|
|
|
|
|
|
14108389 |
4.21 |
|
|
6495318 |
1.94 |
|
|
1341585 |
0.40 |
|
|
1341585 |
0.40 |
|
|
34049816 |
10.15 |
|
Total Public shareholding
(B) |
84221086 |
25.11 |
|
Total (A)+(B) |
335455260 |
100.00 |
|
(C) Shares held by Custodians
and against which Depository Receipts have been issued |
|
|
|
|
0 |
0.00 |
|
|
0 |
0.00 |
|
|
0 |
0.00 |
|
Total (A)+(B)+(C) |
335455260 |
100.00 |

Shareholding of securities (including shares, warrants,
convertible securities) of persons belonging to the category Promoter and
Promoter Group
|
Sr.
No. |
Name
of the Shareholder |
Details
of Shares held |
Total shares
(including underlying shares assuming full conversion of warrants and
convertible securities) as a % of diluted share capital |
|
|
No.
of Shares held |
As
a % of grand total (A)+(B)+(C) |
|||
|
1 |
Burjis Nadir Godrej |
54,46,740 |
1.62 |
1.62 |
|
2 |
Freyan Vijay Crishna |
59,03,175 |
1.76 |
1.76 |
|
3 |
Godrej & Boyce Mfg.
Companny Limited |
18,82,02,388 |
56.10 |
56.10 |
|
4 |
Jamshyd Naoroji Godrej |
64,03,169 |
1.91 |
1.91 |
|
5 |
Nadir Barjorji Godrej |
12,20,572 |
0.36 |
0.36 |
|
6 |
Navroze Jamshyd Godrej |
64,03,181 |
1.91 |
1.91 |
|
7 |
Nisaba Adi Godrej |
42,68,781 |
1.27 |
1.27 |
|
8 |
Nyrika Vijay Crishna |
59,03,175 |
1.76 |
1.76 |
|
9 |
Pirojsha Adi Godrej |
42,68,786 |
1.27 |
1.27 |
|
10 |
Rati Nadir Godrej |
6,00,000 |
0.18 |
0.18 |
|
11 |
Rishad Kaikhushru Godrej |
1,28,06,350 |
3.82 |
3.82 |
|
12 |
Sohrab Nadir Godrej |
55,39,074 |
1.65 |
1.65 |
|
13 |
Tanya Arvind Dubash |
42,68,783 |
1.27 |
1.27 |
|
|
Total |
25,12,34,174 |
74.89 |
74.89 |
Shareholding of securities (including shares, warrants,
convertible securities) of persons belonging to the category Public and holding
more than 1% of the total number of shares
|
Sr.
No. |
Name
of the Shareholder |
No.
of Shares held |
Shares
as % of Total No. of Shares |
Total shares
(including underlying shares assuming full conversion of warrants and
convertible securities) as a % of diluted share capital |
|
|
1 |
IL And FS Trust Company Ltd |
4468889 |
1.33 |
1.33 |
|
|
2 |
Life Insurance Corporation Of
India |
10144716 |
3.02 |
3.02 |
|
|
3 |
HDFC Standard Life Insurance
Company Ltd |
7914977 |
2.36 |
2.36 |
|
|
4 |
Acacia Partners Lp |
3939660 |
1.17 |
1.17 |
|
|
|
Total |
26468242 |
7.89 |
7.89 |
Shareholding of securities (including shares, warrants,
convertible securities) of persons (together with PAC) belonging to the
category “Public” and holding more than 5% of the total number of shares of the
company
|
Sr.
No. |
Name(s)
of the shareholder(s) and the Persons Acting in Concert (PAC) with them |
No.
of Shares |
Shares
as % of Total No. of Shares |
Total shares
(including underlying shares assuming full conversion of warrants and
convertible securities) as a % of diluted share capital |
|
|
1 |
Nil |
0 |
0.00 |
0.00 |
|
|
|
Total |
0 |
0.00 |
0.00 |
BUSINESS DETAILS
|
Line of Business : |
Manufacturing and Marketing of Oleochemicals, their
Precursors and Derivatives, Bulk Edible Oils, Estate Management and
Investment Activities. |
|
|
|
|
Brand Names : |
Not Available |
|
|
|
|
Agencies Held : |
Not Available |
|
|
|
|
Exports : |
Not Available |
|
|
|
|
Imports : |
Not Available |
|
|
|
|
Terms : |
Not Available |
PRODUCTION STATUS : NOT AVAILABLE
GENERAL INFORMATION
|
Supplier : |
Not Available |
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Customer : |
Not Available |
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|
No. of Employees : |
1371 (Approximately) |
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Bankers : |
|
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|||||||||||||||||||
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Facilities : |
|
|
|
|
|
Banking
Relations : |
-- |
|
|
|
|
Auditors : |
|
|
Name : |
Kalyaniwalla and Mistry Chartered Accountants |
|
|
|
|
Holding Company
: |
Godrej and Boyce Mfg. Company Limited |
|
|
|
|
Subsidiary
companies : |
Godrej Agrovet Limited ·
Golden Feeds Products Limited (Merged with Godrej
Agrovet Limited w.e.f. March 31, 2014) ·
Godrej Seeds and Genetics Limited ·
Godvet Agrochem Limited ·
Goldmuhor Agrochem and Feeds Limited (Merged with
Godrej Agrovet Limited on December 12, 2013 with effect from October 1, 2013) Godrej Properties Limited ·
Godrej Realty P. Limited ·
Godrej Real Estate P. Limited ·
Godrej Developers P. Ltd. (up to March 31, 2013) ·
Godrej Sea View Properties P. Limited (up to December
31, 2013) (100% subsidiary w.e.f. July 1, 2013) ·
Happy Highrises Limited ·
Godrej Estate Developers Limited (up to December
31, 2013) (100% subsidiary w.e.f. June 28, 2013) ·
Godrej Buildwell P. Limited (Subsidiary due to
control over composition of Board of Directors) ·
Godrej Buildcon P. Limited ·
Godrej Projects Development P. Limited ·
Godrej Premium Builders P. Limited ·
Godrej Garden City Properties P. Limited ·
Godrej Nandhi Hills Project P. Limited (100% up
to December 31, 2013) ·
Godrej Landmark Redevelopers P. Limited ·
Godrej Redevelopers (Mumbai) P. Limited ·
Godrej Green Homes Limited (w.e.f. December 24,
2013) ·
Wonder City Buildcon P. Limited (w.e.f. August
30, 2013) ·
Godrej Buildcorp LLP ·
Godrej Property Developers LLP ·
Mosiac Landmark LLP ·
Dream World Landmarks LLP ·
Oxford Realty LLP (control through Majority
Voting Rights) (w.e.f. March 13, 2014) ·
SSPDL Green Acres LLP (control through Majority
Voting Rights) (w.e.f. March 27, 2014)
|
|
|
|
|
Fellow
Subsidiaries : |
|
|
|
|
|
Other related parties with whom the Company had
transactions during the year Associate / Joint Venture Companies : |
|
|
|
|
|
Other related parties with whom the Company had transactions
during the year Associate / Joint Venture Companies : |
|
|
|
|
|
Enterprises over which key management personnel
exercise significant influence : |
|
CAPITAL STRUCTURE
AS ON 31.03.2014
Authorised Capital :
|
No. of Shares |
Type |
Value |
Amount |
|
|
|
|
|
|
800,000,000 |
Equity Shares |
Re. 1/- each |
Rs. 800.000 Millions |
|
100,000,000 |
Unclassified
Shares |
Rs. 10/- each |
Rs. 1000.000 Millions |
|
|
Total |
|
Rs. 1800.000
Millions |
Issued, Subscribed & Paid-up Capital :
|
No. of Shares |
Type |
Value |
Amount |
|
|
|
|
|
|
335455260 |
Equity Shares |
Re. 1/- each |
Rs. 335.500
Millions |
|
4332389 |
Less
: Shares in the Company held by ESOP Trust |
|
Rs. 4.300
Millions |
|
|
|
|
Rs. 331.200
Millions |
Reconciliation of
number of Shares
|
|
31.03.2014 |
|
|
Equity Shares |
Number |
Rs. In Millions |
|
Number of Shares outstanding at the beginning of the year |
335,165,917 |
335.200 |
|
Issued during the year |
289343 |
0.300 |
|
Number of Shares outstanding at the end of the year |
335455260 |
335.500 |
Rights,
Preferences and Restrictions attached to Shares
Equity Shares : The Company has one
class of equity shares. Each equity share entitles the holder to one vote. The final
dividend proposed by the Board of Directors is subject to the approval of the
shareholders in the ensuing Annual General Meeting. In the event of
liquidation, the equity shareholders are eligible to receive the remaining
assets of the Company after distribution of all preferential amounts in
proportion to their shareholding.
Share Holding
Information
|
|
31.03.2014 |
|
|
Equity Shares |
Number |
Rs. In Millions |
|
(a) Equity Shares held by Godrej and Boyce Manufacturing Company Limited
- Holding Company |
187,202,388 |
187.200 |
|
(b) Shareholders holding more than 5% of Equity Shares in the Company
Godrej and Boyce Manufacturing Company Limited - 55.85% (Previous Year 58.94%) |
187,202,388 |
187.200 |
Equity Shares Reserved
for Issue under Options
|
|
31.03.2014 |
|
|
Equity Shares |
Number |
Rs. In Millions |
|
Employee Stock Grant for which
vesting date shall be such date as may be decided by the Compensation
Committee (*) |
32,921 |
-- |
|
Employee
Stock Grant vesting on 30/04/14 (*) |
1927 |
-- |
|
Employee
Stock Grant vesting on 31/05/14 |
169103 |
0.200 |
|
Employee
Stock Grant vesting on 30/11/14 (*) |
2878 |
-- |
|
Employee
Stock Grant vesting on 31/07/14 (*) |
2441 |
--- |
|
Employee
Stock Grant vesting on 31/03/15 (*) |
7815 |
-- |
|
Employee
Stock Grant vesting on 31/05/15 |
98987 |
0.100 |
|
Employee
Stock Grant vesting on 31/07/15 (*) |
2274 |
-- |
|
Employee
Stock Grant vesting on 31/05/16 (*) |
49991 |
-- |
|
Employee
Stock Grant vesting on 31/07/16 (*) |
2274 |
-- |
|
Employee
Stock Grant vesting on 31/12/13 (*) |
-- |
-- |
|
Employee
Stock Grant vesting on 31/05/13 |
-- |
-- |
|
Employee
Stock Grant vesting on 31/07/13 (*) |
-- |
-- |
The
exercise period in respect of the stock grants mentioned above is one month.
During
the period of five years immediately preceeding the date as at which the
Balance Sheet is prepared :
(a)
There were no shares allotted as fully paid up pursuant to contracts without
payment being received in cash.
(b)
No shares have been allotted as fully paid up bonus shares.
(c)
In the financial year 2009-10, the Company bought back 2,133,710 Equity Shares.
There are no calls unpaid.
There
are no forfeited shares.
(*)
Amount less than Rs. 0.100
Million.
FINANCIAL DATA
[All figures are
in Rupees Millions]
ABRIDGED BALANCE
SHEET
|
SOURCES OF FUNDS |
31.03.2014 |
31.03.2013 |
31.03.2012 |
|
I.
EQUITY AND LIABILITIES |
|
|
|
|
(1)Shareholders'
Funds |
|
|
|
|
(a) Share Capital |
331.200 |
335.200 |
317.600 |
|
(b) Reserves & Surplus |
14018.100 |
15906.000 |
12007.900 |
|
(c) Money received against share warrants |
0.000 |
0.000 |
0.000 |
|
|
|
|
|
|
(2) Share
Application money pending allotment |
0.000 |
0.000 |
0.000 |
|
Total
Shareholders’ Funds (1) + (2) |
14349.300 |
16241.200 |
12325.500 |
|
|
|
|
|
|
(3) Non-Current Liabilities |
|
|
|
|
(a) long-term borrowings |
6632.600 |
4223.600 |
1811.000 |
|
(b) Deferred tax liabilities (Net) |
394.800 |
343.800 |
357.600 |
|
(c)
Other long term liabilities |
0.000 |
0.000 |
0.000 |
|
(d)
long-term provisions |
72.300 |
100.200 |
65.000 |
|
Total
Non-current Liabilities (3) |
7099.700 |
4667.600 |
2233.600 |
|
|
|
|
|
|
(4)
Current Liabilities |
|
|
|
|
(a)
Short term borrowings |
6759.400 |
4452.600 |
944.900 |
|
(b)
Trade payables |
5534.900 |
3803.200 |
6017.800 |
|
(c)
Other current liabilities |
1802.800 |
1401.700 |
3969.100 |
|
(d)
Short-term provisions |
730.500 |
744.700 |
689.900 |
|
Total
Current Liabilities (4) |
14827.600 |
10402.200 |
11621.700 |
|
|
|
|
|
|
TOTAL |
36276.600 |
31311.000 |
26180.800 |
|
|
|
|
|
|
II.
ASSETS |
|
|
|
|
(1)
Non-current assets |
|
|
|
|
(a)
Fixed Assets |
|
|
|
|
(i)
Tangible assets |
6138.500 |
3208.500 |
3306.600 |
|
(ii)
Intangible Assets |
7.800 |
5.300 |
8.400 |
|
(iii)
Capital work-in-progress |
3820.000 |
4890.200 |
1417.900 |
|
(iv) Intangible assets under development |
0.000 |
0.000 |
0.000 |
|
(b) Non-current
Investments |
20482.600 |
12782.700 |
13498.300 |
|
(c) Deferred tax assets
(net) |
0.000 |
0.000 |
0.000 |
|
(d) Long-term Loan
and Advances |
554.500 |
992.700 |
1135.100 |
|
(e)
Other Non-current assets |
36.900 |
0.000 |
0.000 |
|
Total
Non-Current Assets |
31040.300 |
21879.400 |
19366.300 |
|
|
|
|
|
|
(2)
Current assets |
|
|
|
|
(a)
Current investments |
0.000 |
609.800 |
39.800 |
|
(b)
Inventories |
2321.700 |
1382.500 |
1998.300 |
|
(c)
Trade receivables |
1036.600 |
1384.900 |
1332.800 |
|
(d)
Cash and cash equivalents |
648.600 |
4465.400 |
691.400 |
|
(e)
Short-term loans and advances |
1020.400 |
1346.700 |
1213.600 |
|
(f)
Other current assets |
209.000 |
242.300 |
1538.600 |
|
Total
Current Assets |
5236.300 |
9431.600 |
6814.500 |
|
|
|
|
|
|
TOTAL |
36276.600 |
31311.000 |
26180.800 |
PROFIT & LOSS
ACCOUNT
|
|
PARTICULARS |
31.03.2014 |
31.03.2013 |
31.03.2012 |
|
|
|
SALES |
|
|
|
|
|
|
|
Revenue from Operations |
14535.500 |
14646.300 |
14380.400 |
|
|
|
Other Income |
407.700 |
348.300 |
317.200 |
|
|
|
TOTAL (A) |
14943.200 |
14994.600 |
14697.600 |
|
|
|
|
|
|
|
|
Less |
EXPENSES |
|
|
|
|
|
|
|
Cost of Materials Consumed |
9844.000 |
9543.100 |
8874.700 |
|
|
|
Purchases of Stock-in-Trade |
37.000 |
37.800 |
35.600 |
|
|
|
Changes in Inventory of Finished Goods, Work-in- Progress
and Stock-in-Trade |
(536.200) |
256.400 |
(91.500) |
|
|
|
Employee Benefits Expense |
1123.300 |
1153.300 |
1163.300 |
|
|
|
Other Expenses |
3073.900 |
2740.100 |
2661.500 |
|
|
|
Exceptional Items |
(1042.100) |
(587.100) |
(933.700) |
|
|
|
TOTAL (B) |
12499.900 |
13143.600 |
11709.900 |
|
|
|
|
|
|
|
|
Less |
PROFIT
BEFORE INTEREST, TAX, DEPRECIATION AND AMORTISATION (A-B) (C) |
2443.300 |
1851.000 |
2987.700 |
|
|
|
|
|
|
|
|
|
Less |
FINANCIAL
EXPENSES (D) |
948.400 |
648.200 |
705.300 |
|
|
|
|
|
|
|
|
|
|
PROFIT
BEFORE TAX, DEPRECIATION AND AMORTISATION (C-D) (E) |
1494.900 |
1202.800 |
2282.400 |
|
|
|
|
|
|
|
|
|
Less/ Add |
DEPRECIATION/
AMORTISATION (F) |
246.100 |
231.200 |
271.900 |
|
|
|
|
|
|
|
|
|
|
PROFIT BEFORE
TAX (E-F) (G) |
1248.800 |
971.600 |
2010.500 |
|
|
|
|
|
|
|
|
|
Less |
TAX (H) |
51.900 |
4.200 |
(5.100) |
|
|
|
|
|
|
|
|
|
|
PROFIT AFTER TAX
(G-H) (I) |
1196.900 |
967.400 |
2015.600 |
|
|
|
|
|
|
|
|
|
Add |
PREVIOUS YEARS’
BALANCE BROUGHT FORWARD |
4820.600 |
4836.800 |
3669.500 |
|
|
|
|
|
|
|
|
|
Less |
APPROPRIATIONS |
|
|
|
|
|
|
|
Dividend on Equity Shares |
587.000 |
586.900 |
556.400 |
|
|
|
Tax on distributed profits |
99.800 |
95.200 |
90.300 |
|
|
|
Dividend for 2011-12, on additional shares issued during
the year |
0.100 |
29.800 |
0.000 |
|
|
|
Credit for Dividend Distribution Tax on Dividend Received from Subsidiaries |
(57.900) |
(18.500) |
0.000 |
|
|
|
Transfer to General Reserve |
119.700 |
290.200 |
201.600 |
|
|
BALANCE CARRIED
TO THE B/S |
5268.800 |
4820.600 |
4836.800 |
|
|
|
|
|
|
|
|
|
|
EARNINGS IN
FOREIGN CURRENCY |
|
|
|
|
|
|
|
Export of Goods on FOB Basis |
5012.600 |
4973.000 |
5445.100 |
|
|
|
Dividend |
119.300 |
116.300 |
47.200 |
|
|
|
Sale of Investments |
0.000 |
2259.500 |
186.600 |
|
|
TOTAL EARNINGS |
5131.900 |
7348.800 |
5678.900 |
|
|
|
|
|
|
|
|
|
|
IMPORTS |
|
|
|
|
|
|
|
Raw Materials |
3928.500 |
2367.400 |
3986.000 |
|
|
|
Components and Spare Parts |
15.200 |
17.200 |
31.900 |
|
|
|
Capital Goods |
77.000 |
75.900 |
4.000 |
|
|
TOTAL IMPORTS |
4020.700 |
2460.500 |
4021.900 |
|
|
|
|
|
|
|
|
|
|
Earnings Per
Share (Rs.) |
|
|
|
|
|
|
Basic
|
3.57 |
2.96 |
6.35 |
|
|
|
Diluted
|
3.56 |
2.96 |
6.33 |
|
KEY RATIOS
|
PARTICULARS |
|
31.03.2014 |
31.03.2013 |
31.03.2012 |
|
PAT / Total Income |
(%) |
8.59 |
6.63 |
13.71 |
|
|
|
|
|
|
|
Net Profit Margin (PBT/Sales) |
(%) |
8.01 |
6.45 |
13.98 |
|
|
|
|
|
|
|
Return on Total Assets (PBT/Total Assets} |
(%) |
10.42 |
7.12 |
17.85 |
|
|
|
|
|
|
|
Return on Investment (ROI) (PBT/Networth) |
|
0.08 |
0.05 |
0.16 |
|
|
|
|
|
|
|
Debt Equity Ratio (Total Debt/Networth) |
|
0.93 |
0.53 |
0.22 |
|
|
|
|
|
|
|
Current Ratio (Current Asset/Current Liability) |
|
0.35 |
0.91 |
0.59 |
FINANCIAL ANALYSIS
[all figures are
in Rupees Millions]
DEBT EQUITY RATIO
|
Particular |
31.03.2012 |
31.03.2013 |
31.03.2014 |
|
|
(INR
in Mlns.) |
(INR
in Mlns.) |
(INR
in Mlns.) |
|
Share Capital |
317.600 |
335.200 |
331.200 |
|
Reserves & Surplus |
12,007.900 |
15,906.000 |
14,018.100 |
|
Share Application money
pending allotment |
0.000 |
0.000 |
0.000 |
|
Net
worth |
12,325.500 |
16,241.200 |
14,349.300 |
|
|
|
|
|
|
long-term borrowings |
1,811.000 |
4,223.600 |
6,632.600 |
|
Short term borrowings |
944.900 |
4,452.600 |
6,759.400 |
|
Total
borrowings |
2,755.900 |
8,676.200 |
13,392.000 |
|
Debt/Equity
ratio |
0.224 |
0.534 |
0.933 |

YEAR-ON-YEAR GROWTH
|
Year
on Year Growth |
31.03.2012 |
31.03.2013 |
31.03.2014 |
|
|
(Rs.
In Millions) |
(Rs.
In Millions) |
(Rs.
In Millions) |
|
Revenue from operations |
14,380.400 |
14,646.300 |
14,535.500 |
|
|
|
1.849 |
(0.757) |

NET PROFIT MARGIN
|
Net
Profit Margin |
31.03.2012 |
31.03.2013 |
31.03.2014 |
|
|
(Rs.
In Millions) |
(Rs.
In Millions) |
(Rs.
In Millions) |
|
Revenue from operations |
14,380.400 |
14,646.300 |
14,535.500 |
|
Profit/(Loss) After Tax |
2,015.600 |
967.400 |
1,196.900 |
|
|
14.02% |
6.61% |
8.23% |

LOCAL AGENCY FURTHER INFORMATION
CURRENT MATURITIES
OF LONG TERM DEBTS
|
PARTICULARS |
31.03.2014 (Rs.
in Millions) |
31.03.2013 (Rs.
in Millions) |
31.03.2012 (Rs.
in Millions) |
|
Current Maturities of Long-Term Debt |
|
|
|
|
Unsecured Loan |
|
|
|
|
From Bank |
549.600
|
125.000
|
1700.000 |
|
Unsecured Deposits |
|
|
|
|
Fixed Deposits |
217.300
|
460.900
|
611.300 |
|
|
|
|
|
|
Total |
766.900
|
585.900
|
2311.300 |
|
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 |
Yes |
|
23] |
Banking Details |
Yes |
|
24] |
Banking facility details |
Yes |
|
25] |
Conduct of the banking
account |
-- |
|
26] |
Buyer visit details |
-- |
|
27] |
Financials, if provided |
Yes |
|
28] |
Incorporation details, if
applicable |
Yes |
|
29] |
Last accounts filed at
ROC |
Yes |
|
30] |
Major Shareholders, if
available |
Yes |
|
31] |
Date of Birth of
Proprietor/Partner/Director, if available |
Yes |
|
32] |
PAN of
Proprietor/Partner/Director, if available |
No |
|
33] |
Voter ID No of Proprietor/Partner/Director,
if available |
No |
|
34] |
External Agency Rating,
if available |
Yes |
LITIGATION DETAILS
|
LITIGATION DETAILS |
||||||||
|
Bench:- Bombay |
||||||||
|
Lodging No:- |
NMSL/2201/2014 |
Failing Date:- |
22.09.2014 |
Reg. No.:- |
NMS/21/2015 |
Reg. Date:- |
12.01.2015 |
|
|
Main Matter |
||||||||
|
Lodging No:- |
SL/915/2013 |
|
|
Reg. No.:- |
S/816/2013 |
|
|
|
|
Petitioner:- |
M/S JAMES FRANCIS IVORY |
Respondent:- |
GODREJ PROPERTIES LIMITED |
|||||
|
Petn.Adv:- |
MRS FRANCISCA PHILIP AND SANTOSH SUB |
Resp.Adv.: |
BHARUCHA AND PARTNERS (190) |
|||||
|
District:- |
MUMBAI |
|||||||
|
Bench:- |
SINGLE |
Category: |
NOTICE OF MOTION |
|||||
|
Status:- |
Pre-Admission |
Stage:- |
FOR DIRECTION |
|||||
|
Last Date:- |
21.01.2015 |
|||||||
|
Last Coram:- |
REGISTRAR (OS)/PROTHONOTARY AND SR. MASTER |
|||||||
|
Act:- |
Code of Civil Procedure, 1908 |
|
|
|||||
INDEX OF CHARGES
|
S.No. |
Charge ID |
Date of Charge
Creation/Modification |
Charge amount
secured |
Charge Holder |
Address |
Service Request
Number (SRN) |
|
1 |
80033888 |
24/12/2010 * |
2,160,000,000.00 |
CENTRAL BANK OF
INDIA |
CORPORATE FINANCE
BRANCH, 1ST FLOOR, MMO BUILDING, M. G. ROAD, FORT, MUMBAI, MAHARASHTRA
- 400023, INDIA |
B02802890 |
|
2 |
80033889 |
01/03/1999 |
250,000,000.00 |
INDUSTRIAL
INVEST BANK OF INDIA |
EARNEST HOUSE,11TH
FLOOR, 194,NARIMAN POINT, MUMBAI, MAHARASHTRA - 400021, INDIA |
- |
|
3 |
80033890 |
22/01/1999 |
250,000,000.00 |
ICICI LTD. |
BANDRA KURLA
COMPLEX, BANDRA (E), MUMBAI, MAHARASHTRA - 400051, INDIA |
- |
|
4 |
80033891 |
18/03/1996 |
150,000,000.00 |
EXPORT IMPORT
BANK OF INDIA |
WORLD TRADE
CENTRE, CUFFE PARADE, MUMBAI, MAHARASHTRA - 400005, INDIA |
- |
* Date of charge modification
UNSECURED LOANS
|
Particulars |
31.03.2014 (Rs.
In Millions) |
31.03.2013 (Rs.
In Millions) |
|
LONG-TERM
BORROWINGS |
|
|
|
Term Loans From Banks |
6044.700 |
3671.000 |
|
Deposits Fixed Deposit |
587.900 |
552.600 |
|
SHORT TERM
BORROWINGS |
|
|
|
Loans Repayable
On Demand From Bank |
521.000 |
250.000 |
|
Short
Term Borrowings from Banks |
550.00 |
0.000 |
|
Other Loans Commercial Papers |
4730.000 |
3500.000 |
|
Loans
of ESOP Trust |
888.400 |
0.000 |
|
Total |
13322.000 |
7973.600 |
|
NOTE : LONG-TERM BORROWINGS (1)
Terms of Repayment for Unsecured Borrowings : (a) Unsecured loans from Bank
amounting to Rs.898.700 Millions (previous year Rs.1085.700 Millions) carries interest at LIBOR + 2.17%
p.a., is for a term of 60 months and repayable during the period September
2015 to September 2016. Unsecured loan from Bank amounting
to Rs.1198.200 Millions (previous year Rs.1085.700 Millions) carries interest at LIBOR + 2.5%
p.a., is for a term of 60 months and repayable during the period June 2016 to
December 2017. Unsecured loans from Bank amounting to Rs.1198.200 Millions (previous year Rs. Nil) carries interest at LIBOR + 2.05% p.a., is for a
term of 60 months and repayable during the period February 2017 to August
2018. (b) Unsecured loan from Bank
amounting to Rs. 750.000 Millions (previous year Rs.Nil) carries fixed rate of interest at Base Rate + 0.4%
p.a., is for a term upto 36 months and repayable during the period December
2015 to December 2016. (c) Unsecured loan from Bank
amounting to Rs. 500.000 Millions (previous year Rs.Nil) carries interest at Base Rate + 0.8% p.a., is for a
term upto 24 months and repayable during the period July 2015 to January
2016. (d) Unsecured loans from Bank
amounting to Rs. 1499.600 Millions (previous year Rs.1499.600 Millions) carries interest at Base Rate + 1.4%
p.a., is for a term upto 60 months and repayable during the period July 2015
to April 2017. (e) Fixed deposits from public have
a maturity period of 13, 24 or 36 months. (2) The Company does not have any
continuing default as on the Balance Sheet date in repayment of loan or
interest. SHORT TERM
BORROWINGS
|
||
CONTINGENT
LIABILITIES
|
Particulars |
31.03.2014 (Rs.
In Millions) |
31.03.2013 (Rs.
In Millions) |
|
Claims against the Company not acknowledged as
debts: |
|
|
|
Excise duty /
Service Tax demands relating to disputed classification, post manufacturing expenses,
assessable values, etc. which the Company has contested and is in appeal at
various levels. |
95.300 |
98.600 |
|
Customs Duty
demands relating to lower charge, differential duty, classification, etc. |
42.100 |
15.800 |
|
Sales Tax demands
relating to purchase tax on Branch Transfer / disallowance of high seas
sales. |
315.700 |
225.100 |
|
Octroi demand
relating to classification issue on import of Palm Stearine and interest
thereon. |
2.900 |
2.900 |
|
Stamp duties claimed
on certain properties which are under appeal by the Company. |
18.200 |
18.200 |
|
Income tax
demands against which the company has preferred appeals. |
356.200 |
261.600 |
|
Industrial
relations matters under appeal |
21.800 |
21.200 |
|
Others |
13.100 |
13.100 |
|
Guarantees : |
|
|
|
Guarantees
issued by banks, including guarantees issued in respect of matters |
362.900 |
313.700 |
|
Other Money for which the Company is Contingently
Liable : |
|
|
|
Letters of credit
issued by bank on behalf of the Company |
87.700 |
58.400 |
GENERAL
INFORMATION
The Company was
incorporated under the Companies Act, 1956 on March 7, 1988 under the name of
Gujarat- Godrej Innovative Chemicals Limited. The Company is engaged in the businesses
of manufacture and marketing of oleo-chemicals, their precursors and
derivatives, bulk edible oils, estate management and investment activities. The
business and undertaking of the erstwhile Godrej Soaps Limited was transferred
to the Company under a Scheme of Amalgamation with effect from April 1, 1994
and the Company’s name was changed to Godrej Soaps Limited. Subsequently, under
a Scheme of Arrangement the Consumer Products division of the Company was
demerged with effect from April 1, 2001 into a separate company, Godrej
Consumer Products Limited (GCPL). The Company’s name was changed to Godrej
Industries Limited on April 2, 2001. The Vegetable Oils and Processed Foods
Manufacturing business of Godrej Foods Limited was transferred to the Company
with effect from June 30, 2001. The Foods division (except Wadala factory) was
then sold to Godrej Hershey Limited, on March 31, 2006. Swadeshi Detergent
Limited, 100% subsidiary of the Company, was merged with the Company effective
from April 01, 2013.
CHEMICALS DIVISION
The
Chemicals division operates in the oleo-chemical and surfactant industries. The
division has a blend of domestic and international operations and is one of the
leading players in the Indian market. The division achieved export turnover of
Rs. 5210.000 Millions in this fiscal, accounting for about 40% of its turnover.
The
Product category wise review follows:
FATTY ACIDS
The
Fatty Acids portfolio, comprising stearic acid, oleic acid, as well as value added
fatty acids, accounted for about 37% of the turnover of the division. The
division plans to enhance the sales of its value added fatty acids in the
domestic as well as export markets.
FATTY ALCOHOL
Fatty
alcohol contributed 41% to turnover of this division. Their GINOL grades have
been approved internationally by leading multinational corporations. With
customer centric business strategies, it is expected that the revenues and
margins from this segment will be maintained and improved.
SURFACTANTS
Surfactants
contributed 16% to the turnover of the division. They have continued to grow
our Sodium Lauryl
Sulphate
(SLS) sales in the domestic as well as international markets.
Sales
of SLS grew by 4% in value terms a compared to the previous year. their products
have been approved by several multi-national companies and we can now strongly
participate in their global sourcing programs. Effective sourcing of raw
material and increasing customer base are important for improving margins and
division has done fairly well on both the counts.
GLYCERIN
Glycerin
accounted for 6% of the turnover of this division. Revenues increased by 18% in
view of higher unit price of Glycerin. Being largely a byproduct, additional sales
are mostly opportunistic, depending on market conditions.
OUTLOOK
The
outlook for the coming year 2014-15 is good for the value added fatty acids at
this point in time. International demand is showing signs of improvement and
with advantage of Indian raw material having an edge over the overseas
competition.
The
Company is also focusing on value added fatty acids and fatty alcohol, which
will improve its leadership position in terms of market share as also
profitability.
With
commencement of state of the art new facility at Ambernath there will be an
improvement in efficiencies, increase in volumes and reduction in variable
costs and locational benefits which will improve the margins going forward.
ESTATE MANAGEMENT
The
Company, having foreseen the potential of maximizing the value from the real
estate development activity in Mumbai city and its suburbs, had entered into an
agreement with Godrej Properties Ltd., for joint development of the area around
the registered office of the Company at Vikhroli. The Limited Liability
Partnership vehicle created for this joint development, Godrej Vikhroli
Properties LLP, has commenced the development on the 34.2 acres of prime land.
A mixed use project, “The Trees”, comprising Grade A commercial office buildings,
residential apartments, high street retail and a five Star hotel, is in 3
phases and would be completed in about 4 years’ time.
The
site, due to its strategic location, has excellent connectivity to the
airports, railway networks and other public services - current and as well as
ones being planned with easy access to the east-west corridor. “Godrej One” is
the first office building of about 7,50,000 sq. ft., now under construction in
an advanced stage, and would be the new corporate headquarters for several of
the Godrej group companies. This building would also accommodate other
corporate clients apart from the Godrej group.
In
order to facilitate this development, the Company has gradually phased out the
renewal of leave and license arrangements resulting in decline of revenues from
the estate management business. The Company however continues to ensure optimum
usage of available space and is maximizing the revenue during this transition
phase.
The
total income from this business for the year was Rs.630.000 Millions compared
to Rs.740.000 Millions, in the
previous
year.
FINANCE AND INVESTMENTS
During
the year, the Company continued to earn return from its investments in the form
of Dividend of Rs. 860.000 Millions (previous year Rs. 610.000 Millions) and
realised capital appreciation of Rs.750.000 Millions (previous year `Rs.740.000
Millions).
During
the year, the Company invested in the rights issue of its subsidiary company,
Godrej Properties Limited to the tune of Rs. 4360.000 Millions. The Company
acquired an additional stake in Godrej Consumer Products Limited by investing
Rs.2770.000 Millions. The stake of the Company in Godrej Consumer Products
Limited now stands at 22.63%. the Company also invested Rs. 340.000 Millions in
Natures Basket Limited to support their growth plans. The Company has realized
capital appreciation by encashing a small stake through inter-se amongst
promoters in Godrej Agrovet Limited. Post the sale, the stake of the Company in Godrej Agrovet Limited now stands
at 60.80%.
MANAGEMENT
DISCUSSION AND ANALYSIS
INDUSTRY STRUCTURE
AND DEVELOPMENTS
The
global economy appears to be in increasingly good shape, with recovery in
developed economies such as the USA and UK contributing an increased share to GDP
growth. The US Federal Reserve has indicated its intention to maintain interest
rates at historically low levels for a year and will continue its bond purchase
tapering program, which should serve to support continued growth in the US and
global economy. However, growth remains highly dependent on China –
approximately half of incremental GDP globally was contributed by China in
2013, despite the slowdown in economic growth that it is experiencing. In
addition, growth remains low in several Eurozone economies and at risk to
disruptions such as the conflict in Crimea.
India
experienced its lowest growth in a decade this year, with overall GDP growth at
less than 5%. Industrial GDP growth was particularly weak and dipped into
negative territory in the third quarter. However, there have been some brighter
spots - the monsoon this year was relatively good, leading to improving growth
in the agricultural sector and inflation has moderated over recent months.
Additionally, good progress was made on the current account deficit thanks to
factors such as the Government restrictions on gold imports and the boost to
exports provided by the weaker Rupee.
The
recently concluded election will have a major bearing on the economy going
forward, with many commentators hopeful that it will lead to the implementation
of further policies designed to spur economic growth. Nonetheless, the majority
of forecasts are for improved economic growth, albeit still well short of the
high growth rates achieved in prior years, and with some vulnerability to
potential external shocks such as high oil prices or a weak monsoon.
The
agriculture sector grew at ~5% this year, versus 1.4% in FY13, driven by the
good monsoon, as well as ongoing Government investment in improved
productivity, distribution and storage and access to credit. Looking forward,
agricultural growth is expected to moderate towards its long term trend,
depending on the impact of this year’s El Nino effect on the monsoon.
India
is among the largest livestock producing countries in the world and is
experiencing strong growth in protein consumption, which results in
corresponding growth in the animal feed business. Organized players are
benefiting from increased penetration of commercial feeds, which are replacing
home-mixes, but remain vulnerable to increases in the cost of key inputs such
as soymeal and other commodities.
More
than half of India’s edible oil consumption comes from imports. Palm oil
plantation is the most productive among all oilseed crops and plantations in
India have a potential oil yield of ~4 MT/hectare and higher. Hence there is a
strong rationale for increased domestic production of palm oil. However the
prospects for the sector remain sensitive to the Government CACP (Commission
for Agricultural Costs and Prices) formula, which affects the economic
incentives for farmers and animal feed producers.
Macro-economic
situation was difficult, which impacted the oleo-chemicals business.
Oleochemicals are used in a variety of applications including personal care
(hair care, skin care, oral care, cosmetics), home care (laundry detergents),
and pharmaceuticals. Looking forward, demand for oleo-chemicals is set for
healthy growth both in India and globally, driven by growth in end-use
industries and increasing preference for vegetable oil based chemicals in place
of synthetic equivalents.
Growth in the real estate sector
continued to be weak in FY14 with residential absorption rates declining
significantly, resulting in a sharp increase in residential overhang, which now
exceeds three years in many markets. High interest rates have been a constraint
this year, given the strong dependence of consumer demand on the availability
of affordable financing. Office space absorption has been weak overall in FY14,
albeit with marginal improvements seen in certain markets. Costs of key inputs
such as cement and steel have continued to rise, putting further pressure on
developer margins. However, in the longer term the prospects for the real
estate sector remain good, as urbanization and migration are likely to support
strong growth in underlying demand.
AMALGAMATION
During
the year, Swadeshi Detergents Limited (SDL) a wholly owned subsidiary of the
Company, had been amalgamated with the Company in terms of the Scheme of Amalgamation
sanctioned by the Hon’ble Bombay High Court vide its order dated August 16,
2013. The appointed date of the Scheme was April 1, 2013 and the effective date
of the Scheme was September 6, 2013 i.e. the date on which the Company and SDL
had filed a certified copy of the said High Court order with the Registrar of
Companies, Maharashtra.
During
the year, the Board of Directors of the Company had on February 7, 2014
approved the proposal of scheme of amalgamation of Wadala Commodities Limited
(WCL) with the Company. BSE Limited and National Stock Exchange of India
Limited had conveyed their ‘No objection’ for the said scheme of amalgamation.
The Company had approached the Hon’ble
High Court of judicature at Bombay and the High Court had directed to seek the
approval of the equity shareholders for the scheme of amalgamation.
Accordingly, a court convened meeting of the equity shareholders of your
Company has been called on June 13, 2014. Also pursuant to the terms of para
5.16 of Circular Number CIR/CFD/DIL/5/2013 dated February 4, 2013 issued by
Securities and Exchange Board of India (SEBI) read with para 7 of Circular
Number CIR/CFD/ DIL/8/2013 dated May 21, 2013 issued by SEBI (“SEBI Circular”)
and Pursuant to Section 110 of the Companies Act, 2013 and applicable rules
thereunder, the Company is seeking the approval of the equity shareholders for
the scheme by way of Postal Ballot. The results of the said postal ballot will
be declared by the Chairman of the Company on June 3, 2014.
FIXED ASSETS:
Tangible Assets
Intangible Assets
STATEMENT OF UNAUDITED RESULTS FOR THE QUARTER AND SIX MONTHS ENDED
30.09.2014
|
Particulars |
3 Months ended |
Preceding 3
Months ended |
Year to date
figures for current period ended |
|
|
30.09.2014 |
30.06.2014 |
30.09.2014 |
||
|
Unaudited |
Unaudited |
Unaudited |
||
|
1 |
Income from Operations |
|
|
|
|
|
(a) Net sates/income from operations (Net of excise duty) |
3591.400 |
3494.000 |
7085.400 |
|
|
(b) Other Operating Income |
619.200 |
487.400 |
1106.600 |
|
|
Total income from
operations (net) |
4210.600 |
3981.400 |
8192.000 |
|
2 |
Expenses |
|
|
|
|
|
Cost of materials consumed |
2680.100 |
2633.000 |
5313.100 |
|
|
Purchases of stock-in trade |
8.900 |
8.700 |
17.600 |
|
|
Changes in inventories of finished goods. work-in-progress and stock
in trade |
2.900 |
(140.400) |
(137.500) |
|
|
Employee benefits expense |
312.100 |
306.000 |
618.100 |
|
|
Depreciation and Anmortisation Expenses |
71.000 |
64.700 |
135.700 |
|
|
Other Expenses |
732.100 |
716.400 |
1448.500 |
|
|
Total expenses |
3807.100 |
3588.400 |
7395.500 |
|
3 |
Profit/ (Loss) from operations before other Income, finance costs and
exceptional Items (1-2) |
403.500 |
393.000 |
796.500 |
|
4 |
Other Income |
99.700 |
56.900 |
156.600 |
|
5 |
Profit/ (Loss) from operations before other income, finance costs and
exceptional items (3+4) |
503.200 |
449.900 |
953.100 |
|
6 |
Finance Costs |
345.700 |
321.500 |
667.200 |
|
7 |
Profit/ (Loss) from ordinary activities after finance cost but before
exceptional items (5-6) |
157.500 |
128.400 |
285.900 |
|
8 |
Exceptional items |
390.400 |
310.500 |
700.900 |
|
9 |
Profit/ (Loss) from ordinary activities before tax (7+8) |
547.900 |
438.900 |
986.800 |
|
10 |
Tax expenses |
28.800 |
28.000 |
56.800 |
|
11 |
Net Profit / (Loss) from ordinary activities after tax (9-10) |
519.100 |
410.900 |
930.000 |
|
12 |
Extraordinary item (net of tax expense) |
-- |
-- |
-- |
|
13 |
Net Profit / (Loss) for the period (11-12) |
519.100 |
410.900 |
930.000 |
|
14 |
Share of profit' (loss) of associates |
-- |
-- |
-- |
|
15 |
Minority Interest |
-- |
-- |
-- |
|
16 |
Net Profit/ (Loss) after taxes, minority interest and share of
profit/(loss) of associates (13+14+15) |
519.100 |
410.900 |
930.000 |
|
17 |
Paid up equity share capital (Face Value of Rs1/-each) |
335.500 |
335.500 |
335.500 |
|
18 |
Reserve excluding Revaluation Reserve as per Balance Sheet of
previous accounting year |
|
|
|
|
19.i |
Earnings per share (before extraordinary items) of Rs.10/- each (not
annualised): |
|
|
|
|
|
(a) Basic |
1.54 |
1.22 |
2.77 |
|
|
(b) Diluted |
1.54 |
1.22 |
2.77 |
|
19.ii |
Earnings per share (after extraordinary items) of Rs.1/- each (not
annualised) |
|
|
|
|
|
(a) Basic |
1.54 |
1.22 |
2.77 |
|
|
(b) Diluted |
1.54 |
1.22 |
2.77 |
|
|
|
|
|
|
|
A |
PARTICULARS OF SHAREHOLDING |
|
|
|
|
1 |
Public Shareholding |
84221086 |
84221086 |
84221086 |
|
|
- Number of shares |
25.11 |
25.11 |
25.11 |
|
|
- Percentage of shareholding |
|
|
|
|
2 |
Promoters and Promoter group shareholding |
|
|
|
|
|
a) Pledged / Encumbered |
|
|
|
|
|
- Number of shares |
--- |
--- |
--- |
|
|
- Percentage of shares (as a % of the total shareholding of Promoter
& Promoter group) |
--- |
--- |
--- |
|
|
- Percentage of shares (as a % of the total Share Capital of the
Company) |
--- |
--- |
--- |
|
|
b) Non Encumbered |
|
|
|
|
|
- Number of shares |
251234174 |
251234174 |
251234174 |
|
|
- Percentage of shares (as a % of the total shareholding of Promoter
& Promoter group) |
100.00 |
100.00 |
100.00 |
|
|
- Percentage of shares (as a % of the total Share Capital of the
Company) |
74.89 |
74.89 |
74.89 |
|
|
|
|
|
|
|
B |
INVESTOR COMPLAINTS |
30.09.2014 |
|
|
|
|
Pending at the beginning of the quarter |
- |
|
|
|
|
Received during the quarter |
24 |
|
|
|
|
Disposed off during the quarter |
24 |
|
|
|
|
Remaining unresolved at the end of the quarter |
-- |
|
|
STATEMENT OF ASSETS AND LIABILITIES
|
SOURCES OF FUNDS |
|
|
30.09.2014 Unaudited |
|
|
|
|
|
|
I.
EQUITY AND LIABILITIES |
|
|
|
|
(1)Shareholders' Funds |
|
|
|
|
(a) Share Capital |
|
|
331.300 |
|
(b) Reserves &
Surplus |
|
|
15031.700 |
|
(c) Money received
against share warrants |
|
|
0.000 |
|
|
|
|
|
|
(2) Share Application
money pending allotment |
|
|
0.000 |
|
Total Shareholders’ Funds
(1) + (2) |
|
|
15363.000 |
|
|
|
|
|
|
(3) Non-Current
Liabilities |
|
|
|
|
(a) long-term borrowings |
|
|
8887.600 |
|
(b) Deferred tax
liabilities (Net) |
|
|
444.400 |
|
(c) Other long term
liabilities |
|
|
0.000 |
|
(d) long-term provisions |
|
|
77.800 |
|
Total Non-current
Liabilities (3) |
|
|
9409.800 |
|
|
|
|
|
|
(4) Current Liabilities |
|
|
|
|
(a) Short term borrowings |
|
|
6983.200 |
|
(b) Trade payables |
|
|
6544.700 |
|
(c) Other current
liabilities |
|
|
2816.300 |
|
(d) Short-term provisions |
|
|
43.000 |
|
Total Current Liabilities
(4) |
|
|
16387.200 |
|
|
|
|
|
|
TOTAL |
|
|
41160.000 |
|
|
|
|
|
|
II.
ASSETS |
|
|
|
|
(1) Non-current assets |
|
|
|
|
(a) Fixed Assets |
|
|
|
|
(i) Tangible assets |
|
|
12055.000 |
|
(ii) Intangible Assets |
|
|
0.000 |
|
(iii) Capital
work-in-progress |
|
|
0.000 |
|
(iv) Intangible assets
under development |
|
|
0.000 |
|
(b) Non-current
Investments |
|
|
21460.000 |
|
(c) Deferred tax assets
(net) |
|
|
0.000 |
|
(d) Long-term Loan and Advances |
|
|
766.900 |
|
(e) Other Non-current
assets |
|
|
0.000 |
|
Total Non-Current Assets |
|
|
34281.900 |
|
|
|
|
|
|
(2) Current assets |
|
|
|
|
(a) Current investments |
|
|
144.500 |
|
(b) Inventories |
|
|
2519.000 |
|
(c) Trade receivables |
|
|
1023.900 |
|
(d) Cash and cash
equivalents |
|
|
1966.200 |
|
(e) Short-term loans and
advances |
|
|
1030.300 |
|
(f) Other current assets |
|
|
194.200 |
|
Total Current Assets |
|
|
6878.100 |
|
|
|
|
|
|
TOTAL |
|
|
41160.000 |
REVENUE, RESULTS AND
CAPITAL EMPLOYED FOR THE SEGMENTS
Rs. In Millions
|
Particulars |
3 Months ended |
Preceding 3 Months ended |
Year to date figures for current period ended |
|
|
30.09.2014 |
30.06.2014 |
30.09.2014 |
||
|
Unaudited |
Unaudited |
Unaudited |
||
|
1 |
Segment Revenue |
|
|
|
|
|
Chemical |
3590.000 |
3495.000 |
7085.000 |
|
|
Estate |
88.300 |
66.200 |
154.500 |
|
|
Finance and Investment |
985.000 |
754.500 |
1739.500 |
|
|
Others |
37.400 |
33.100 |
70.500 |
|
|
Total |
4700.700 |
4348.800 |
9049.500 |
|
|
Unallocated |
-- |
-- |
-- |
|
|
Total |
4700.700 |
4348.800 |
9049.500 |
|
|
Less: Inter-Segment revenue |
-- |
-- |
-- |
|
|
Net Sales I
Income from Operations |
4700.700 |
4348.800 |
9049.500 |
|
|
|
|
|
|
|
2 |
Segment Results
Profit I (Loss) (before tax, finance cost and exceptional items) from Segment |
|
|
|
|
|
Chemical |
129.500 |
221.300 |
350.800 |
|
|
Estate |
26.800 |
8.600 |
35.400 |
|
|
Finance and Investment |
985.000 |
754.500 |
1739.500 |
|
|
Others |
0.400 |
(5.900) |
(5.500) |
|
|
Total |
1141.700 |
978.500 |
2120.200 |
|
|
Less: |
|
|
|
|
|
i) Finance costs |
345.700 |
321.500 |
667.200 |
|
|
ii) Other un-allocable expenditure net off un-allocable income |
248.100 |
218.100 |
466.200 |
|
|
Total
Profit(Loss) before Tax |
547.900 |
438.900 |
986.800 |
|
|
|
|
|
|
|
3 |
Segment Capital employed |
|
|
|
|
|
Chemical |
395.100 |
603.500 |
395.100 |
|
|
Estate |
3482.500 |
2290.800 |
3482.500 |
|
|
Finance and Investment |
20497.900 |
20247.400 |
20497.900 |
|
|
Others |
154.800 |
159.500 |
154.800 |
|
|
Unallocated |
(9167.300) |
(8551.100) |
(9167.300) |
|
|
Total Segment
Capital Employed |
15363.000 |
14750.100 |
15363.000 |
NOTE :
Accordingly, the Company has re-worked depreciation with reference to the estimated useful lives of fixed assets as prescribed by Schedule II to the Act. In case of assets whose useful life has been completed based on such estimates, the carrying value, net of residual value and taxes, as at April 1, 2014, amounting to Rs. 3.67 crore has been adjusted in the opening balance of retained earnings and in other cases the carrying value is being depreciated over the remaining useful life of the assets and recognised in the Statement of Profit and Loss. As a result of the above mentioned changes, the charge for depreciation is lower by Rs. 1.58 crore for the quarter and Rs 38.4 Millions for the half year ended September 30, 2014.
3. During the quarter ended March
31, 2014, the Board of Directors had approved a Scheme of Amalgamation of the
Company with Wadala Commodities Limited and accordingly, a petition under
section 391 to 394 of the Companies Act, 1956, was filed with the Honorable
Bombay High Court. The Honorable Bombay High Court has approved the Scheme of
Amalgamation, certified copy of the Order is awaited.
4. Dividend Income has been considered as Revenue from Operations since Finance
and Investments is an Operating business segment for the Company.
5. In accordance with the opinion issued by the Expert Advisory Committee of the ICAI on Consolidation of ESOP Trust in the standalone financial statements, the Company has included the financial statements of the ESOP Trust in preparation of the Company's standalone financial statements to portray the picture as if the Company itself is administering the ESOP Scheme. Consequently, the operations of the ESOP Trust, in so far as the ESOP is concerned and the assets and liabilities of the Trust have been included in the financial statements of the Company. The loans to the ESOP Trust in the books of the Company are eliminated against the loans from the Company as appearing in the books of the Trust and investments in the equity shares of the Company held by the Trust have been reduced from Share Capital to the extent of the face value of the shares and the balance has been adjusted in "ESOP Trust Adjustments" under Reserves and Surplus. Balances arising from transactions between the Company and the Trust have been appropriately eliminated. In view of the above, the results for the current quarter and half year are not strictly comparable with those of the previous periods.
6. Figures for the previous periods have been regrouped / restated wherever
necessary to facilitate comparison.
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. 61.76 |
|
|
1 |
Rs. 93.13 |
|
Euro |
1 |
Rs. 70.03 |
INFORMATION DETAILS
|
Information
Gathered by : |
NYA |
|
|
|
|
Analysis Done by
: |
DIV |
|
|
|
|
Report Prepared
by : |
SNT |
SCORE & RATING EXPLANATIONS
|
SCORE FACTORS |
RANGE |
POINTS |
|
HISTORY |
1~10 |
6 |
|
PAID-UP CAPITAL |
1~10 |
7 |
|
OPERATING SCALE |
1~10 |
8 |
|
FINANCIAL CONDITION |
|
|
|
--BUSINESS SCALE |
1~10 |
8 |
|
--PROFITABILIRY |
1~10 |
8 |
|
--LIQUIDITY |
1~10 |
8 |
|
--LEVERAGE |
1~10 |
7 |
|
--RESERVES |
1~10 |
8 |
|
--CREDIT LINES |
1~10 |
7 |
|
--MARGINS |
-5~5 |
- |
|
DEMERIT POINTS |
|
|
|
--BANK CHARGES |
YES/NO |
YES |
|
--LITIGATION |
YES/NO |
YES |
|
--OTHER ADVERSE INFORMATION |
YES/NO |
NO |
|
MERIT POINTS |
|
|
|
--SOLE DISTRIBUTORSHIP |
YES/NO |
NO |
|
--EXPORT ACTIVITIES |
YES/NO |
NO |
|
--AFFILIATION |
YES/NO |
YES |
|
--LISTED |
YES/NO |
YES |
|
--OTHER MERIT FACTORS |
YES/NO |
YES |
|
DEFAULTERS |
|
|
|
--RBI |
YES/NO |
NO |
|
--EPF |
YES/NO |
NO |
|
TOTAL |
|
67 |
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.