S EPORTING ATE REI Agro Ltd · REI Agro Ltd REI Agro Ltd NSE Code - REIAGROLTD TABLE 1 - MARKET...

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STAKEHOLDERS EMPOWERMENT SERVICES

1 | P A G E

SECTOR: FMCG REPORTING DATE: 14TH AUGUST, 2017

REI Agro Ltd www.reiagro.com

REI Agro Ltd NSE Code - REIAGROLTD TABLE 1 - MARKET DATA (STANDALONE) (AS ON 6TH AUGUST, 2017)

Sector - FMCG NSE Market Price (`) 0.25 NSE Market Cap. (₹ Cr.) 23.95

Face Value (`) 1.00 Equity (` Cr.) 95.80

Business Group – N.A. 52 week High/Low (₹) 0.7/0.2 Net worth (₹ Cr.)* -4,230.42

Year of Incorporation - 1994 TTM P/E (TTM) N.A. Traded Volume (Shares) 8,16,782

TTM P/BV N.A. Traded Volume (lacs) 2.04

Registered Office - Source - Capitaline, TTM - Trailing Twelve Months, N.A. – Not Applicable, * As on 30th Sept, 2016.

Everest House 15th Floor, Room 15B, COMPANY BACKGROUND

46C, Chowringhee Road, REI Agro Limited, a company dealing with fragmented basmati rice industry, was

established in the year 1994. REI Agro follows an integrated business model and is

equipped with the latest technology available globally. The company's products are

comes under in three brands, in the form of Premium, Midrange and Economy.

Kolkata - 700 071, West Bengal

Company Website:

www.reiagro.com

Revenue and Profit Performance

The revenue of the Company decreased from ₹106.62

crores to ₹17.61 crores from quarter ending Sep’15 to

quarter ending Sep’16. The Company made a loss of

₹66.3 crores in quarter ending Sep’16 vis-a-vis making a

loss of ₹130.74 crores in quarter ending Sep’15.

Source - Money Control

Performance vis-à-vis Market

TABLE 2- Returns

1-m 3-m 6-m 12-m

REI Agro Ltd -16.67% -60.00% -50.00% -54.55%

Nifty 2.93% 6.53% 14.37% 15.97%

NIFTY FMCG -6.79% 6.41% 12.77% 14.34%

Source – Capitaline / NSE

-

0.50

1.00

1.50

Aug16

Sep16

Oct16

Nov16

Dec16

Jan17

Feb17

Mar17

Apr17

May17

Jun17

Jul 17

REI Agro Ltd NIFTY NIFTY FMCG

17.61

73.33106.62

-66.3

-169.54-130.74

-200

-100

0

100

200

Sep'16 Mar'16 Sep'15

Quarterly revenue and Profit (₹ CRORE)

Revenue Profit

http://www.reiagro.com/




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TABLE 3 - FINANCIALS

(₹ Cr.) Sep’16 Mar’16 Sep’15 % Change

Sep ’16 vs Mar’16 Mar’16 vs Sep’15

Net Worth -4,230.42 -3,850.31 -3,545.55 N.A. N.A.

Current Assets 91.68 338.69 602.21 -72.93% -43.76%

Non-Current Assets 2,685.04 2,730.30 2,781.90 -1.66% -1.85%

Total Assets 2,776.73 3068.98 3,384.11 -9.52% -9.31%

Investments 386.93 386.92 386.92 0.00% 0.00%

Finance Cost 26.86 29.85 61.96 -10.02% -51.82%

Long Term Liabilities 26.48 1.06 29.04 2,398.11% -96.35%

Current Liabilities 6,980.66 6,918.24 6,900.61 0.90% 0.26%

Turnover 17.61 73.33 106.62 -75.99% -31.22%

Profit After Tax (PAT) -66.3 -169.54 -130.74 N.A. N.A.

EPS (₹) -0.69 -1.77 -1.36 N.A. N.A.

Source - Money Control/ Stock Exchange Filing

AUDIT QUALIFICATIONS

Audit Qualifications: Auditors have raised qualification in last two years (viz. FY 2015-16 and 2015-16).

Audit Qualifications – FY 2015-2016

1) During the year due to sudden death of one of the Independent Director Mr. Asoke Chatterjee on 04.08.2015 and

subsequently due to resignation of Dr Ing Narpinder Kumar Gupta on 23.11.2015, Number of Directors on the Board of

the Company has reduced to Two {2} only which is not a Competent Board. However, the Board have finalized and

approved the 3rd Quarterly Results with the existing two directors and now submitting the yearly results which is again

subject to final approval by the duly constituted Board. Meanwhile the company has communicated and appraised the

facts to the Regulatory Authority and also sought certain waivers and reliefs from the Hon’ble BIFR. Company being a

Net Worth eroded Company, is registered under Sick Industrial Companies (Special Provisions) Act, 1985.

2) The Company’s Fixed Assets have been hypothecated / pledged with the Banks / Financial Institutions etc against

various credit facilities availed by the Company and due to the accounts being classified as NPA, the Bankers / FIs have

taken legal actions for recovery. Fixed Assets / Inventories are not insured.

3) The Company has not provided Interest on loans availed from Banks and Financial Institutions which has been classified

as NPA. The Amount not so provided amounts to ₹ 1,127.42 Crore {including ₹ 426.07 Crore for previous year} up to

31st March 2016.

4) Provision for Gratuity and Leave Encashment has been made on the basis of estimate and not as per the Actuarial

Valuation, which is not in consonance with AS -15.

5) The Company had provided Corporate Guarantee to overseas lenders for the borrowings by its Subsidiary Company

namely Ammalay Commodities JLT. The said subsidiary company defaulted in the repayment of the facilities provided

by the lenders and the lenders to the subsidiary company had invoked the Corporate Guarantee of the Company

provided to them amounting to ₹ 3105.93 Crore against which no provision has been made till the year ended 31st

March 2016.

6) No balance confirmation and / or Bank Statement of the outstanding loan could be obtained, in absence of which, we

are unable to confirm the correctness of the balances appearing in the financial statement.

7) The Net Worth of the company has fully eroded and the company’s reference filed before the Hon’ble BIFR was

registered. The Company’s ability to continue the business as going concern is significantly dependent upon the viability

of the restructuring plan as may be approved by the Hon’ble BIFR.

Management Response (2015-16)

1. During the year under review, Mr. Asoke Kumar Chatterjee one of the Independent Director of the Company expired on

04.08.2015 and subsequently another Independent Director Dr Ing Narpinder Kumar Gupta resigned on 23.11.2015.

Thus, the number of Directors on the Board of the Company reduced to Two {2} Directors only, which is not a




3 | P A G E



Competent Board. Therefore, In this regard the Company has filed “Misc. Application” with Hon`ble BIFR seeking their

approval to allow the Company to act with only two existing Directors till the Company is in BIFR or per the order of

Hon`able BIFR. Further Company has also submitted that it will get review all the results as placed before two Directors

will be placed before the competent Board as and When Constituted.

2. Company has been facing financial crunch due to various reasons for the last two years and due to financial problems

faced by the Company, it has failed to pay principal and interest due thereon to Banks / Financial Institutions on due

dates, some of the Bankers thereafter have issued notices under provisions of Securitization and Reconstruction of

Financial Assets and Enforcement of Security Interest Act, 2002. Further due to severe liquidity crunch faced by the

Company, company has failed to get insurance to its assets.

3. Majority of the Loan accounts of the Company has turned NPA, As per banking regulations, banks are not charging any

interest on NPA accounts hence the Company has not accounted the interest on said accounts, but qualified the same

by way of Notes to reflect the present status.

4. Board of Directors submit that total strength of the employees of the Company has been reduced by more than 90%

from the peak number of employees; therefore, company used the estimation method for calculation for gratuity and

leave encashment.

5. The company had provided Corporate Guarantee to the lenders for the borrowings by its wholly owned foreign

Subsidiary Company, i.e. Ammalay Commodities JLT and has shown in the contingent liabilities in the financial

statements of the Company and in case the lenders fail to recover the amount from subsidiary by realizing their assets,

the Company will make suitable provision for the liabilities towards the corporate guarantees.

6. As majority of the loan accounts of the Company has turned NPA, no such balance confirmation and /or Bank

Statement were provided by the banks to the Company, in absence of which, the Company has not been in position to

provide such statements to the Auditors.

7. The net worth of the company has been fully eroded and the Company filed a reference in terms of the provisions of

section 15(1) of SICA with the Board for Industrial and Financial Reconstruction (BIFR) on 28th April, 2015 to study the

reasons of Sickness and determination of measures to be adopted for revival of the Company, which as accepted by

Hon`ble BIFR vide its letter dated 3rd July, 2015 and same has been registered a case no. 85/2015 under the provisions

of SICA. The revival and rehabilitation scheme for the Company is under process which outlines the measures for the

revival and rehabilitation for continue the business of the Company as going concern.

Audit Qualifications – FY 2014-2015: The Auditors have raised similar qualification in the financial year 2014-2015.

Response Comment

Frequency of Qualifications Appeared in last 2 years

Have the auditors made any adverse remark in last 3 years? No

Are the material accounts audited by the Principal Auditors? Yes -

Do the financial statements include material unaudited financial statements? No -

TABLE 4: BOARD PROFILE (AS PER ANNUAL REPORT FY 2015-16)

Regulatory

Norms Company

% of Independent Directors on the Board 50% 50%

% of Promoter Directors on the Board - 50%

Number of Women Directors on the Board At least 1 1

Classification of Chairman of the Board - Executive Promoter Director

Is the post of Chairman and MD/CEO held by the same person? - Yes

Average attendance of Directors in the Board meetings (%) - 70.97%

Composition of Board: As per Regulation 17(1)(b) of the Listing Regulations, 2015, the Company should have at least 50%

Independent Directors as the Chairman of the Board is a Promoter Executive Director. The Company has 50% of Independent

Directors and hence, it meets the regulatory requirements.

Board Diversity: The Company had 5 directors during the financial year 2015-16 out of which one was female director.




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TABLE 5 - FINANCIAL RATIOS

Ratios Sep’16 Mar’16 Sep’15

% Change

Sep ’16 vs

Mar’16

Mar’16 vs

Sep’15

Turn

ove

r

Rat

ios

Inventory Turnover 20.72 10.30 5.16 101.16% 99.67%

Debtors Turnover 0.29 0.25 0.22 18.78% 11.45%

Fixed asset Turnover 0.01 0.03 0.04 -75.58% -29.92%

Current Asset Turnover 0.19 0.22 0.18 -11.28% 22.29%

Ret

urn

Rat

ios Operating Profit Margin -197.50% -100.49% -39.79% N.A. N.A.

Net Profit Margin -376.49% -231.20% -122.62% N.A. N.A.

Return on Assets (ROA) N.A. N.A. N.A. N.A. N.A.

Return on Equity (ROE) N.A. N.A. N.A. N.A. N.A.

Return on Capital Employed (ROCE) N.A. N.A. N.A. N.A. N.A.

Liq

uid

ity

Rat

ios

Current Ratio 0.01 0.05 0.09 -73.17% -43.90%

Quick Ratio 0.01 0.05 0.08 -72.85% -43.13%

Cash Ratio 0.00 0.00 0.01 -7.45% -66.54%

Working Capital Turnover ratio N.A. N.A. N.A. N.A. N.A.

Solv

en

cy

Rat

ios Debt to equity ratio N.A. N.A. N.A. N.A. N.A.

Interest Coverage Ratio N.A. N.A. N.A. N.A. N.A.

Trad

ing

Rat

ios Market Cap / Sales 2.99 0.59 0.58 408.95% 0.66%

Market Cap/ Net Worth N.A. N.A. N.A. N.A. N.A.

Market Cap/PAT N.A. N.A. N.A. N.A. N.A.

Market Cap/EBITDA N.A. N.A. N.A. N.A. N.A.

Source - Money Control

TABLE 6 - TRADING VOLUME

Jun-17 Dec-16 Jun-16

% Change

June 17 vs Dec 16 Dec 16 Vs June 16

Trading Volume (shares) (avg. of 1 qtr) 9,04,931 6,27,321 8,28,699 44.25% -24.30%

Trading Volume (shares) (high in 1 qtr) 48,47,989 27,60,526 35,97,510 75.62% -23.27%

Trading Volume (shares) (low in 1 qtr) 1,84,166 585 86,412 31381.37% -99.32%

Ratio - High/low trading volume 26.32 4,718.85 41.63 -99.44% 11234.65%

Ratio - High/average trading volume 5.36 4.40 4.34 21.74% 1.37%

Source - Capitaline




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TABLE 7 (A): OWNERSHIP & MANAGEMENT RISKS

31-Mar-17 31-Dec-16 30-Jun-16 Comments

Shar

eho

ldin

g (%

)

Promoter

shareholding 28.00 28.04 28.04

• No new equity shares were issued during the period from June- 16 to Mar, 17.

• The promoter shareholding decreased from 28.04% as on June -16 to 28.00% as on Mar, 17 due to sale of shares in secondary market.

• The shareholding of public institution decreased from 13.16% to 9.14% and that of public others increased from 58.80% to 62.86% during the same period.

• The promoters have pledged 8.42% of their shareholding.

Public - Institutional


Public - Others


Non-Promoter Non-

Public Shareholding 0.00 0.00 0.00

Source - NSE

MAJOR SHAREHOLDERS (AS ON 31st March, 2017)

S. No. Promoters Shareholding S. No. Public Shareholders Shareholding

1 Shree Kgfm Pvt Ltd 9.58% 1 Bay Pond Mb 4.81%

2 Aspective Vanijya Pvt Ltd 7.73%

2 Elara India Opportunities Fund

Limited 2.15%

3 Rei Steel And Timber Pvt. Ltd. 3.56% 3 Bay Pond Bmd Mb 1.61%

4 Subhchintak Vancom Pvt Ltd 2.75%

5 Snehapushp Barter Pvt Ltd 2.46%

Source - NSE

TABLE 7 (B): OWNERSHIP & MANAGEMENT RISKS

Market Activity of Promoters The Promoters of the Company sold 4,50,000 shares in the secondary market in last 9

months.

Preferential issue to promoters No preferential issue of shares was made to the promoters in last one year.

Preferential issue to others No preferential issue of shares was made to other shareholders during last one year.

GDRs issued by the Company The Company did not issue any GDRs during last one year.

Issue of ESOPs/Issue of shares

other than Preferential allotment The Company does not have any ESOP Scheme.

Source - Annual Report 2015-16

TABLE 8: PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY

Sr. No. Name and Description of main products / services % to Total turnover of the Company

1 Rice Milling 96.40

Source - Annual Report 2015-16




6 | P A G E



Glossary

Equity: The equity shares capital of the Company

Net Worth: The amount by which the Assets exceeds the liabilities excluding shareholders’ funds of the Company

Turnover: The revenue earned from the operations of the Company

EPS: Earning Per Share is net profit earned by the Company per share

𝐸𝑃𝑆 =Profit After Tax

Number of outstanding shares

P/E ratio: It is the ratio of the Company’s share price to earnings per share of the Company

𝑃/𝐸 𝑟𝑎𝑡𝑖𝑜 =Price of each share

Earnings per share

Current Assets: Cash and other assets that are expected to be converted to cash in one year

Fixed Assets: assets which are purchased for long-term use and are not likely to be converted quickly into cash, such as land,

buildings, and equipment

Total Assets: Current Assets + Fixed Assets

Investments: An investment is an asset or item that is purchased with the hope that it will generate income or appreciate in

the future.

Finance Cost: The Financing Cost (FC), also known as the Cost of Finances (COF), is the cost and interest and other charges

incurred during the year in relation to borrowed money.

Long Term Liabilities: Long-term liabilities are liabilities with a maturity period of over one year.

Current Liabilities: A company's debts or obligations that are due within one year.

Inventory Turnover ratio: Inventory Turnover is a ratio showing how many times a company's inventory is sold and replaced

over a period.

𝐼𝑛𝑣𝑒𝑛𝑡𝑜𝑟𝑦 𝑇𝑢𝑟𝑛𝑜𝑣𝑒𝑟 𝑟𝑎𝑡𝑖𝑜 =Sales Turnover

Inventory

Debtors Turnover: Accounts receivable turnover is an efficiency ratio or activity ratio that measures how many times a business

can turn its accounts receivable into cash during a period

𝐷𝑒𝑏𝑡𝑜𝑟𝑠 𝑇𝑢𝑟𝑛𝑜𝑣𝑒𝑟 𝑟𝑎𝑡𝑖𝑜 =Sales Turnover

Accounts recievables

Fixed Asset Turnover: The fixed-asset turnover ratio is a financial ratio of net sales to fixed assets

𝐹𝑖𝑥𝑒𝑑 𝐴𝑠𝑠𝑒𝑡 𝑇𝑢𝑟𝑛𝑜𝑣𝑒𝑟 𝑟𝑎𝑡𝑖𝑜 =Sales Turnover

Fixed Assets

Current Asset Turnover: The current-asset turnover ratio is a financial ratio of net sales to fixed assets

𝐶𝑢𝑟𝑟𝑒𝑛𝑡 𝐴𝑠𝑠𝑒𝑡 𝑇𝑢𝑟𝑛𝑜𝑣𝑒𝑟 𝑟𝑎𝑡𝑖𝑜 =Sales Turnover

Current Assets

Operating Profit Margin: Operating margin is a measurement of what proportion of a Company’s revenue is left over after

paying for variable costs of production such as wages, raw materials etc. It can be calculated by dividing a Company’s operating

income (also known as “operating profit”) during a given period by its sales during the same period.

𝑂𝑝𝑒𝑟𝑎𝑡𝑖𝑛𝑔 𝑃𝑟𝑜𝑓𝑖𝑡 𝑀𝑎𝑟𝑔𝑖𝑛 =Operating profit

Sales Turnover

Net Profit Margin: Net profit margin is the percentage of revenue left after all expenses have been deducted from sales

𝑁𝑒𝑡 𝑃𝑟𝑜𝑓𝑖𝑡 𝑀𝑎𝑟𝑔𝑖𝑛 =Net profit

Sales Turnover




7 | P A G E



Return on Assets: ROA tells you what earnings were generated from invested capital (assets)

𝑅𝑒𝑡𝑢𝑟𝑛 𝑜𝑛 𝐴𝑠𝑠𝑒𝑡𝑠 =Net profit

Total Assets

Return on equity/net worth: return on equity (ROE) is the amount of net income returned as a percentage of shareholders’

equity.

𝑅𝑒𝑡𝑢𝑟𝑛 𝑜𝑛 𝐸𝑞𝑢𝑖𝑡𝑦 =Net profit

Net worth

Return on Capital Employed: Return on capital employed (ROCE) is a financial ratio that measures a company's profitability

and the efficiency with which its capital is employed.

𝑅𝑒𝑡𝑢𝑟𝑛 𝑜𝑛 𝐶𝑎𝑝𝑖𝑡𝑎𝑙 𝐸𝑚𝑝𝑙𝑜𝑦𝑒𝑑 =Net profit

Total Debt + Equity share capital

Current ratio: The current ratio is a financial ratio that measures whether or not a firm has enough resources to pay its debts

over the next 12 months. It compares a firm's current assets to its current liabilities.

𝐶𝑢𝑟𝑟𝑒𝑛𝑡 𝑟𝑎𝑡𝑖𝑜 =Current Assets

Current Liabilities

Quick ratio: The quick ratio is a measure of how well a Company can meet its short term financial liabilities.

𝑄𝑢𝑖𝑐𝑘 𝑟𝑎𝑡𝑖𝑜 =Current Assets − Inventories

Current Liabilities

Cash ratio: The ratio of the liquid assets of a Company to its current liabilities.

𝑄𝑢𝑖𝑐𝑘 𝑟𝑎𝑡𝑖𝑜 =Current Assets − Inventories − Account Recievables

Current Liabilities

Working Capital Turnover ratio: The working capital turnover ratio is also referred to as net sales to working capital. It indicates

a Company's effectiveness in using its working capital.

𝑊𝑜𝑟𝑘𝑖𝑛𝑔 𝐶𝑎𝑝𝑖𝑡𝑎𝑙 𝑇𝑢𝑟𝑛𝑜𝑣𝑒𝑟 𝑟𝑎𝑡𝑖𝑜 =𝑆𝑎𝑙𝑒𝑠 𝑇𝑢𝑟𝑛𝑜𝑣𝑒𝑟

Current Assets − Current Liabilities

Debt to Equity ratio: The debt-to-equity ratio (D/E) is a financial ratio indicating the relative proportion of

shareholders' equity and debt used to finance a company's assets.

𝐷𝑒𝑏𝑡 𝑡𝑜 𝐸𝑞𝑢𝑖𝑡𝑦 𝑟𝑎𝑡𝑖𝑜 =𝑆ℎ𝑜𝑟𝑡 𝑇𝑒𝑟𝑚 𝐷𝑒𝑏𝑡 + 𝐿𝑜𝑛𝑔 𝑇𝑒𝑟𝑚 𝐷𝑒𝑏𝑡

𝑁𝑒𝑡 𝑊𝑜𝑟𝑡ℎ

Interest Coverage ratio: The Interest coverage ratio is a debt ratio and profitability ratio used to determine how easily a

Company can pay interest on outstanding debt.

𝐼𝑛𝑡𝑒𝑟𝑒𝑠𝑡 𝐶𝑜𝑣𝑒𝑟𝑎𝑔𝑒 𝑅𝑎𝑡𝑖𝑜 =𝐸𝑎𝑟𝑛𝑖𝑛𝑔 𝐵𝑒𝑓𝑜𝑟𝑒 𝐼𝑛𝑡𝑒𝑟𝑒𝑠𝑡 𝑎𝑛𝑑 𝑇𝑎𝑥

𝐹𝑖𝑛𝑎𝑛𝑐𝑒 𝐶𝑜𝑠𝑡

Market Cap/Sales ratio: Market Cap/sales ratio, Price–sales ratio, P/S ratio, or PSR, is a valuation metric for stocks. It is

calculated by dividing the company's market cap by the revenue in the most recent year; or, equivalently, divide the per-

share stock price by the per-share revenue.

𝑀𝑎𝑟𝑘𝑒𝑡 𝐶𝑎𝑝/𝑆𝑎𝑙𝑒𝑠 𝑟𝑎𝑡𝑖𝑜 =𝑀𝑎𝑟𝑘𝑒𝑡 𝐶𝑎𝑝

𝑆𝑎𝑙𝑒𝑠 𝑇𝑢𝑟𝑛𝑜𝑣𝑒𝑟

Market Cap/ Net Worth ratio: It is a valuation ratio calculated by dividing Company’s market cap to net worth.

𝑀𝑎𝑟𝑘𝑒𝑡 𝐶𝑎𝑝/𝑁𝑒𝑡𝑤𝑜𝑟𝑡ℎ 𝑟𝑎𝑡𝑖𝑜 =𝑀𝑎𝑟𝑘𝑒𝑡 𝐶𝑎𝑝

𝑁𝑒𝑡𝑤𝑜𝑟𝑡ℎ

Market Cap/ PAT ratio: It is a valuation ratio calculated by dividing Company’s market cap to net profit.

𝑀𝑎𝑟𝑘𝑒𝑡 𝐶𝑎𝑝/𝑃𝐴𝑇 𝑟𝑎𝑡𝑖𝑜 =𝑀𝑎𝑟𝑘𝑒𝑡 𝐶𝑎𝑝

𝑛𝑒𝑡 𝑝𝑟𝑜𝑓𝑖𝑡

Market Cap/ EBITDA ratio: It is a valuation ratio calculated by dividing Company’s market cap to EBITDA.


http://www.investopedia.com/terms/i/invested-capital.asp

http://www.investopedia.com/articles/stocks/05/04405.asp

https://en.wikipedia.org/wiki/Stock

https://en.wikipedia.org/wiki/Market_cap

https://en.wikipedia.org/wiki/Stock



8 | P A G E



𝑀𝑎𝑟𝑘𝑒𝑡 𝐶𝑎𝑝/𝐸𝐵𝐼𝑇𝐷𝐴 𝑟𝑎𝑡𝑖𝑜 =𝑀𝑎𝑟𝑘𝑒𝑡 𝐶𝑎𝑝

𝐸𝐵𝐼𝑇𝐷𝐴

Trading Volume (shares) (avg. of 1 year): Average number of shares/day traded in 1 year

Trading volume (shares) (high in 1 year): Highest number of shares/day traded in 1 year

Trading volume (shares) (minimum in 1 year): Lowest number of shares traded on any one day in 1 year




9 | P A G E



DISCLAIMER

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