Rameswar Agro Indstr!es Pvt "td Re#$!es to R!s% &e#artment o'servat!ons January 21, 2009 ('servat!on o) R!s% &e#tt Re#$* to R!s% Comment ('servat!on o) VP +R!s%,: The sanct!on of takeover of Corporation Bank Term Loans should be after compliance all their terms of sanction letter dt 1!2!200"#includin$ %romoters mar$in of &0!11' for TL2, repayment(e)istin$ and future, additional capital infusion for cost escalation #*s 9 lacs as per comparative sheet and any other e)penses, on +ithdra+al of unsecured for tenor of TL etc! so as to ensure this is not treated as restructured! The promoters have already brou$ht in the funds presently as unsecured loan and *,-.%L has initiated steps to convert the unsecured loan to paid(up capital so as to increase the capital to *s &00 lacs! The process is likely to be completed +ithin ne)t 2(& days! /e shall ensure obtainin$ Copy of 0orm(2 1 0orm(2 before disbursement of credit facilities! Term Loan a3cs +ith Corporation Bank is re$ular as on date! .ecessary undertakin$ shall be obtained for continuation of unsecured loan as ori$inally estimated so as to achieve desired 4nancial levera$e position! 567 Center to con4rm reconciliation and end use of disbursed TL amounts! /e have rechecked the TL sanctioned, repayment schedule stipulated 1 present o3s +ith Corporation Bank 89etails attached as anne)ure to ,ppl .ote: and observe that there are .; irre$ularity in the a3cs as on date! ,s far as end(use is concerned, +e have recently inspected the unit 1 found that the assets creation has been in line +ith envisa$ed pro<ect parameters! The unit has commenced commercial operation nearly 1= years back! ;ur overall impression about the unit is satisfactory! Takeover norms be complied +ith! .oted for compliance! The pro<ect e)ecution in the last 9 months have been only to the tune of 1" lacs +hich is a point of concern( reasons be obtained and satis4ed! ,s detailed in our ,ppl .ote, o+in$ to technical di>culty 8chan$e in scope of pro<ect and startin$ of pro<ect completion3repayment date:, the residual Term Loan +as not availed from Corporation Bank! The promoters completed pro<ect +ork to the e)tent of *s 1" lacs from their internal sources! ?o+ever, +ith sanction of the proposed facility, +e e)pect the cape) to be completed +ithin the revised time frame! The valuation of property is optimistic particularly considerin$ @alin$a ?atchery is havin$ ne$ative .et +orth and likely to be +ound up(only land price maybe realiAed! /e have assi$ned the valuation +ork to our empanelled valuer 1 the report is e)pected shortly! The unit as +ell as collateral are strate$ically located 8.ear @handa$iri 5Buare on .!?(2: and the valuation estimated by the promoters is considered acceptable! ,s far as .e$ative .et+orth 8of *s 29 lacs: of @alin$a 1
?atchery is concerned, the promoters have infused lon$ term unsecured loan of *s 9C lacs into the Company! -f the same is considered as Buasi eBuity, then the Company +ould have a .et +orth of *s &" lacs as on 6arch &1, 200" +ith Aero term liability! *atin$ con4rmed at 567(! Thou$h +ith credit enhancement throu$h mort$a$e of immovable property, the 4nal credit ratin$ +orks out to 567(&85;:! ?o+ever, as per the su$$estion, +e have accepted the ratin$ as 567( and accordin$ly, the note is placed to Competent ,uthority for sanction! %resent cash Do+ and sources of capital infusion be ascertained apriori! The promoters have already infused ma<ority of the fund as unsecured loan, +hich +ill be converted to paid(up capital prior to disbursement of credit facilities! The promoters are in business for last t+o decades and are 4nancially stron$ 8evident from total funds invested in *,-.%L 1 @alin$a ?atchery! 0urther, the promoters have recently sold oE part of their land holdin$ to raise capital, +hich is bein$ invested in the t+o businesses! Therefore, +e do not envisa$e any issue +ith re$ards to infusion of capital! There is duplication in machineries the reasons for +hich be ascertained! The operatin$ e>ciency and mar$ins be compared +ith similar siAed peers! %ro<ect cost of TL& be veri4ed! 5ince the Company is settin$ up second rice mill plant +ith F tph, there is bound to be certain duplication of machineries! ?o+ever, +e have rechecked the scope of earlier pro<ects 84nanced by Corporation Bank: and there is no case of double 4nancin$ 1 separate assets are bein$ created under the proposed cape)! 9etailed Chartered 7n$ineer certi4cate +ith re$ards to cost of TL(& shall be obtained before disbursement of limits! ,dvance be monitored by 567 Center, this bein$ a G/atchH account! .oted for compliance! .o e)cess borro+in$ be allo+ed! 7nhanced CC be allo+ed after pro<ect completion! 5hort(term funds be not used for TL servicin$, or promoters contribution! ,s per the second method of lendin$, the Company is eli$ible for CC limit of *s 220 lacs for 0I 200"(09 and *s &00 lacs for 0I 2009(10! The Company has reBuested for disbursement of full limit of *s &00 lacs since this is the main season for procurement of paddy! The shortfall is mainly on account of considerin$ term loan installments as part of current liability! -f the same is e)cluded, the Current *atio +orks out to above 1!&& 1 there +ould no e)cess borro+in$! ?o+ever, +e have noted the observations and shall restrict the CC dra+l to *s 220 lacs till 6arch &1, 2009 87li$ible limit as per 6%B0 2
method: and shall disburse the residual amount durin$ 0I 2009(10 sub<ect to availability of dra+in$ po+er! Rat!ng The %resent ratin$ assi$ned is $enerally in order! 0actual! 5ince the 4nancial year 200C(0" +as the 4rst full year of commercial operation, the sales 1 pro4tability C,J* +ere not available for ratin$ purpose! 9ue to this, the score +ith respect to $ro+th parameters +ere nil! This also lo+ered the 4nancial ratin$ of the Company! ?o+ever, once the Company completes the current 4nancial year, +e e)pect the 4nancial as +ell as overall ratin$ to improve si$ni4cantly! The *atin$ ;utlook has some uncertainties due to the delay in the pro<ect of the company, +hich is presently under implementation! The promoters have a successful track record of timely implementation of 4rst phase of the pro<ect, +hose commercial operation started as per schedule! ;nce the proposed limit is disbursed, +e e)pect the promoters to implement the pro<ect as per schedule! -!nanc!a$ Parameters The captioned credit proposal is for takeover of the e)istin$ TL 3 CC limits of the company +ith Corporation Bank and some enhancement are also proposed! ,s per the sanction of Corporation Bank, the e)pansion pro<ect undertaken by the company +as to be completed by 12!02!200"! ?o+ever, the same has yet not been completed! The reasons for the same needs to be ascertained and commented upon! ,s detailed in our ,ppl .ote, there +as no delay in 4rst pro<ect, +hich +as completed +ell +ithin time i!e! &1 st 9ecember 200F! The *epayment +as started in 1 st January 200C and continuin$ till date as per repayment schedule prescribed by Corporation Bank! The second pro<ect +as conceived in the month of 5eptember 200C! ?o+ever, the company $ot the sanction in 0ebruary 200" due to internal process of Corp Bank! 9ue to shorta$e of pro<ect implementation period 8from " months to months:, the Company could complete part of pro<ect by June 200" 8payment started:! -n the meantime promoters revised their ori$inal plan and proposed a ne+ boiled plant instead of a F T%? ra+ plant! Therefore the total loan reBuired a revision +ith fresh enhancement! The chan$e in scope of pro<ect is considered as <usti4ed 1 hence accepted for our sanction! The companyKs $ross block as on 6arch &1, 200C +as *s! 2" lacs, +hich +ere in line +ith the pro<ect cost of *s! &1 lacs considered under TL - by Corporation Bank! The company added 4)ed assets +orth *s! C0 lacs in 0I 200C(0" and C/-% as on 6arch &1, 200" +as *s! 20 lacs! This indicates that an amount of *s! &10 lacs has been spent on the e)pansion pro<ect of the company +here the total pro<ect cost +as *s! FC lacs! The company is no+ indicatin$ pro<ect investment as *s! 0actual! ;+in$ to technical di>culty 8chan$e in scope of pro<ect and startin$ of pro<ect completion3repayment date:, the residual Term Loan +as not availed from Corporation Bank! The promoters completed pro<ect +ork to the e)tent of *s 1" lacs from their internal sources! ?o+ever, +ith sanction of the proposed facility, +e e)pect the cape) to be completed +ithin the revised time frame! 3
22" lacs till 9ecember 12, 200", +hich means only *s! 1" lacs, has been further added in the pro<ect in last nine months! This indicates some problem in the pro<ect implementation and needs to be probed further! The pro<ect components may be reconciled on item(to(item basis! ,ny overrun in the individual head should be funded by additional promoters contribution, +hich has been stipulated by Corporation Bank! /e have already reconciled item +ise pro<ect cost 8details attached as anne)ure to our ,ppl .ote: and no cost overrun has been considered for our assistance! The Company has a$reed to meet the additional fund3./C reBuirements if any! The $earin$ position of the company is improvin$ mainly by conversion of the e)istin$ unsecured loan into eBuity as also treatment of a part as Buasi eBuity! The compliance of this stipulation be ensured strictly and before disbursement! The 5hare application money should also be converted into paid up capital immediately! 0actual! ,s detailed above, the promoters have proposed increase in paid up capital to *s &20 lacs 8*s &00 lacs prior to disbursement: and lon$ term unsecured loan of *s 1F0 lacs durin$ current 4nancial years! The Company has already initiated the process of 4lin$ the form +ith *;C +ith re$ards to conversion of share application money3unsecured loan to eBuity! The company has unsecured loans from 635 @alin$a ?atcheries %vt Ltd! L*s! 1!1" CrM and one 6r 9 * %atnaik L*s! 1!2 CrM! The lon$(term availability of these funds shall be critical for the cash Do+ stability of the company! The Company has submitted that the unsecured loan contributed by 63s @alin$a ?atcheries %vt Ltd +ill be converted to share capital durin$ the year! ?o+ever, the funds contributed by 6r %atnaik +ill continue as lonm$ term unsecured loan durin$ the year! ;nce the land deal is formaliAed 86r %atnaik is buyin$ land from the promoters:, the money can be capitaliAed in the books of the Company!
Thou$h, the company is stated to be into +orkin$ in the premium se$ment, the %,T mar$ins have been modest only for 0I 200" L,uditedM as also for 0I 2009 LestimatedM! The company is no+ plannin$ to cater the $eneral se$ment in vie+ of some $overnment re$ulation, but there is a sharp <ump in the %,T mar$ins by almost 200', +hich needs to be properly analysed and <usti4ed! The 4nancial year 200C(0" +as the 4rst full year of operation! The Company earned %B9-T mar$in of more than 10' durin$ the year, +hich is in line +ith industry standard! The %,T mar$in +as mar$inally lo+er 1!""' mainly on account of depreciation 1 4nancial char$es! The Company has conservatively estimated %B9-T 1 %,T mar$in of 11!02' and 1!02' for 0I 200"(09, +hich is considered as acceptable! 5ince the cape) pro$ram +ill result in more of boiled rice production 8hi$her demand in local market:, the Company +ould be able to increase Jovt! 5upplies under %95 scheme +herein the mar$in is normally hi$her! 0urther, +ith commercial operation of 2 nd unit, the Company +ould be able to enter custom millin$ business, +herein the pro4tability mar$in is normally 4
hi$her! 0urther, +ith increase in capacity, the economy of scale +ill ensure reduction in operational3 overhead cost, thus resultin$ in a hi$her pro4tability! Therefore, the estimates made by the Company for 0I 2009(10 8%B9-T of 1': is considered as acceptable! Corporation Bank in its sanction of enhanced CC limit has linked the release of the same to the completion of the e)pansion pro<ect! The pro<ect is not yet completed but it is proposed to release entire limit includin$ a further enhancement by *s! F2 lacs! The CC limit presently should be pe$$ed at the current operative levels allo+ed by Corporation bank and the enhanced limits should be released only after completion of the pro<ect! The Cash Credit limit allo+ed by Corporation Bank for even the e)istin$ " tph plant is considered inadeBuate! /e have veri4ed the reBuirements +ith the other (2 e)istin$ rice mills in our portfolio and observe that the reBuest made by the Company is $enuine 1 need based! The holdin$ pattern estimated by the Company in line +ith past3industry trend 1 the /C limit +orks out to *s 220 lacs and *s &00 lacs respectively for 0I 200"(09 and 2009(10! ,ccordin$ly, +e propose to disburse the /C limit sub<ect to availability of dra+in$ po+er! The outstandin$ in the CC limit +ith Corporation Bank +as *s! 12C lacs as on 6arch &1, 200", +hich +as in e)cess of the sanctioned operative limit of *s! 12"!20 lacs! The same needs to be e)amined! Corporation Bank had sanctioned total limit of *s 2&2 lacs 8enhancement from *s 12" lacs: and had allo+ed dra+l to the e)tent of *s 12& lacs pendin$ completion of second phase of pro<ect! The overdra+in$ of *s 2 lacs as on 6arch &1, 200" may be due to interest application as on the year( end date! The company in its pro<ect report has stated that the e)pansion pro<ect shall allo+ it to use some common facilities! ?o+ever, items like Boiler and 7T% have been considered under both the "T%9 as also F T%9 plant! There separate reBuirement be e)amined as per the technical necessities! 5ince the t+o plants 8" tph and F tph: are separate, the Company is reBuired to have separate Boiler, 7T% and millin$ eBuipments, for both the units! ?o+ever, the common assets include entry3e)it $ates, boundary, /ei$hbrid$e, Jo(do+n, 5tora$e 5pace, Nehicles, etc! The pro<ect cost and operatin$ ratios may be compared +ith similar pro<ects done by our bank! /e have compared the pro<ect cost of *,-.%L +ith units of our e)istin$ portfolio such as Jayala)mi ,$ro 1 6an$alam *ice 6ill, brief details of +hich is furnished hereunderO 8*s in lacs: %articular s 6an$alam Jayala)mi ,$ro *ames+a r ,$ro Capacity 9 tph 9 tph 1 tph %ro< Cost ""&!00 "F0!00 10!00 T!L "0!00 22!00 FFF!00 5ales 2F21!00 2200!00 2&&!00 %B9-T 8': 12!02' 1&!1' 1!1C' %,T 8': &!2&' !&' 2!99' T;L3T./ 2!F& 2!9C 2!2 The cost envisa$ed by *,-.%L is considered in line +ith the estimates of these units! 0urther, 5
the revenue 1 pro4tability ratios considered by the promoters are also in line +ith industry trend. The core promoterKs mar$in for the second e)pansion pro<ect LTL ---M at a cost of *s! 22F!C0 lacs has been indicated as *s! 22!C0 lacs only +hich is only 10' of the pro<ect cost! This is lo+ and ideally the promoters should be brin$in$ resources pendin$ the disbursement of the subsidy! %endin$ disbursement of Corporation Bank loan, the promoters have already infused si$ni4cant amount of fund into the business! The overall promoters mar$in vis(P(vis our Term Loan +orks out to 2' e)cludin$ cost of land, +hich is considered as satisfactory by industry standard! The 0,C* in the pro<ect also +ork out to 1!F& as on 6arch &1, 2009 +hich is above the stipulated level! -f the market value of land is included, the 0,C* +ill improve to more than 2!20 and is considered as acceptable! Bs!ness Parameters The company, other+ise, is operatin$ at about 22(F0' capacity utiliAation on t+o 5hift basis! The necessity for e)pandin$ capacity may be seen in this li$ht also! -t may also be seen +hether the $overnment re$ulation for custom millin$ shall be applicable to only part of the companyKs facilities as $enerally these stipulations are on $ross capacities! The pro4tability aspect may be put to such sensitivity test! The year 200C(0" +as the 4rst full year of operation durin$ +hich the Company achieved capacity utiliAation of 22(F0'! The Company started the year +ith a *a+ *ice %lant 8demand for boiled rice is normally hi$her in ;rissa:. -n addition to e)pandin$ the capacity of e)istin$ unit to include boiled rice plant, the second unit has been planned to cater the need of all three se$ments such as %remium 5e$ment, *ural 1 6iddle Class as +ell as Jovt! 5upply 8custom millin$:! /ith these combined facility, the Company +ill be in a position to come up as a full(Ded$ed inte$rated unit! The capacity addition is e)pected to increase the top line as +ell as conseBuent bottom line of the Company! Management Parameters The reasons behind ne$ative net( +orth of the $roup associate 635 @alin$a ?atcheries be looked into form mana$ement practices an$le! 63s @alin$a ?atchery %vt! Ltd is operatin$ a %oultry Qnit for last t+o decades! The poultry business continues on a lo+ scale even till date! /ith <oinin$ of youn$er members into the business, the family decided to enter food processin$ 1 +arehousin$ business durin$ 0I 2002(0F! 0urther, on account of business non( viability, the promoters have decided to $radually e)it from %oultry Business and concentrate fully on food processin$ business! The Company has been adversely aEected durin$ last fe+ years due to bird(Du and entry of other or$aniAed3unor$aniAed players into the business! The accumulated loss resulted in a ne$ative net+orth as on 6arch &1, 200"! ?o+ever, t.e #romoters .ave !n)sed $ong term nsecred $oan o) Rs /01 $acs !nto t.e Com#an*2 I) t.e same !s cons!dered as 3as! e3!t*4 t.en t.e Com#an* wo$d .ave a 5et wort. o) Rs /67 $acs as on Marc. 684 9::7 w!t. ;ero term $!a'!$!t*2 @?%L has diversi4ed into meat processin$ and 6
+arehousin$ business in the recent past! The Company does not en<oy any credit facility from any bank e)cept a pled$e 4nance limit from 5tate Bank -ndia! /e have discretely enBuired +ith local 5B- ;>cials and they have $iven positive opinion on the promoters! -nfact, 5B- has also started pursuin$ +ith the promoters for the *ice 6ill pro<ect! The corporation Bank sanction letter dtd 1F!09!200F indicates e)posure of QT- Bank in @alin$a ?atechries %vt Ltd! The same may be looked into and commented upon! -n the referred sanction, Corporation Bank has called for credit opinion from QT- Bank due to featurin$ of our Bank in the Balance 5heet of the Company. /e have veri4ed our record and observe that no credit facility +as ever $ranted to the Company in the past! The featurin$ of name may be due to some liability relationship at that point of time! Sectora$ (t$oo% %olicies of Central 3 5tate Jovt! in respect of procurements, pricin$ etc! shall have a direct bearin$ on the sector! /e have not e)perienced any ma<or policy chan$e in ;rissa +ith respect to *ice 6ill se$ment and all the e)istin$ units in our portfolio are doin$ +ell! The promoters are into the business of food processin$ business for a lon$ time and are 4nancially stron$ to +ithstand any re$ulatory chan$es by the central3state $overnment! Secr!t* Strctre The land securities both primary and collateral are primarily leasehold land from --9C;! The valuations as such be done conservatively more so in vie+ of the stated fact about closure of operations of @alin$a ?atcheries +hich could also result in erosion of valuation! -ncidentally, the value of F!F ,cre land transferred to *amesh+ar ,$ro -ndustries %vt Ltd! in the second half of 0I 200F(0C is *s! 2F!F1 lacs only! The basis of valuation of the ad<acent land admeasurin$ 2!2 ,cre for *s! !"2 Crores may be looked into detail! /e have recently inspected the unit as +ell as collaterals! The Company is oEerin$ around 2 acres of prime land 8& k!ms from @handa$iri 5Buare on .!?(2:! The value estimated by the Company is around *s !"2 Crs, +hich in our vie+ is considered as acceptable! 0urther the property is considered as fairly marketable in its present form and likely to attract premium due to its pro)imity to ?i$h+ay! 9ue to intra($roup transfer, the consideration value may be lo+er! ?o+ever, +e shall obtain a detailed valuation from our empanelled la+yer before disbursement of credit facility!
The land details be properly reconciled as there has been transfer of land from kalin$a ?atcheries to *amesh+ar ,$ro and it may be con4rmed that the proper --9C; consent is available! The Copy of -9C; .;C for transfer of F!FF acres of land from kalin$a ?atcheries to *amesh+ar ,$ro has been obtained 1 held in our record! /e have speci4ed submission of speci4c .;C from -9C; for creation of mort$a$e on the land in favour of our Bank +ithin &0 days from the date of disbursement! 7
(t.ers This +ould be an G/atch accountK and revie+ freBuency of si) months be maintined, .oted for compliance! S.as.! B Prasad B R 5anda Manager (Cred!t) Asst V!ce Pres!dent (Cred!t) 8