Professional Documents
Culture Documents
Address: Flat No.5, First Floor, New No.48, Old No.27, Premier Homes, Ramanujam Street,
T.Nagar, Chennai 600 017.
Email Id: Chandramouliandassocaiates@gmail.com
Contents
INTRODUCTION. **** **** * ******************************"***""****"*******'*********************'.. 3
SCOPE OF wORK.. .... .. .
OTHER OBSERVATIONS .
* .* ******** ****************o*. ******************""********"********
KIRAN GLOBAL CHEMS LIMITED (KGCL), promoted by Mr. M.S. Jain has been incorporated
as Pondy Chems Private Limited in 1979 to achieve industry's best quality standards in the field of
manufacturing SODIUM GLASS AND SODIUM SILICATE in soluble and liquid form.
In 1997, the Company was converted into public limited company under section 31/448 of The
Companics Act 1956 leading to change in the name from Pondy Chems Private Limited to Pondy
Chems Limited. Subscquently, the name has been changed to Kiran Pondy Chems Limited (KPCL) in
2002.
Over a period of years, the Company established 3 main and 33 satellite manufacturing units in South
India capturing 75% of market share of the South Indian Sodium Silicate Market. The Company has
adapted the strategy of setting up manufacturing units near the customers' factory locations in order to
save logistics cost of transporting liquid form of sodium silicate and to cater to the eustomers
requirement just in time.
In view of the expansion of the Company's operations, Kiran Pondy Chems Limited (KPCL) has bcen
rechristened as Kiran Global Chems Limited (KGCL) in 2008, With market share of 75% in South India
and 40% in India, KGCIL is a market leader in South India.
The Company is currently in CIRP process under NCLT from April 202
PROPOSED TRANSACTION
The Promoters of KGCL have approuched Saranga Investments & Consultancy Private Limited and
proposed for an investment by Saranga into KGCL and Saranga is interested in acquiring 60% of
sharcholdingof KGCL. for a consideration of Rs46 Cr as per their LOl dated 13h January 2022 subjee
to other terms and conditions.
SCOPE OF WORK
Saranga lnvestments & Consultancy Private Limited has assigned CHANDRAMOULI AND
ASSOCIATES LLP (CMA) o do financial due diligence and to report on preliminary information
ehecklist provided vide email based on the Balance sheet and Profit & Loss account as on 31.03.21
prepared by Resolution Professional and arrive at the Net Assets of KGCL and two of its subsidiaries
viz., PTAL. and EGS.
Creditors Payable, Liabilities No longer payable, Advance to Suppliers, Advance from Customers.
Debtor's receivables. Retention money, Bad Debts, Disputed Debts have all been arrived at based on
the Books of accounts and our subsequent discussions with the Management of KGCL
Hence, our verifications and calculations are subject to the above constraint. This report shall be read
in conjunction with this clause and the limitations and disclaimer clauses
NET ASSETSASAT31.12.2021
INR in Cr.
Consolidated Net Assets as on 31.12.21 comes to (Rs.63.55) Crores after adjusting for the
consolidation elimination.
In arriving at the above Net Assets, the following adjustments were made to the reconstructed
Balancesheet as at 31.12.2021 pursuant to the discussions with the management of KGCL:
An amount of Rs.25 Cr would be generated by the Promoters from the existing assets of the
Company and their personal sources. This amount is shown under Trade Receivable Due from
SA Rs. 9.46 Cr & from others Rs. 7.23 Cr and Investment in SA-8.3 Cr. Since this 25 Cr
includes sale of South African Unit from which the receivables in the books are alrcady there,
this has been retained and other 7.23 Cr which would be generated by the Promoters will also
be brought in through receipts on account of Due from related parties.
Other Dues from related parties to the tune of Rs.213 Cr written off as non-recoverable.
Dues to related parties to the tune of Rs.28.59Cr written back to liabilities no longer payable.
longer payable.
Investments other than EGS, PTAL, Malaysia, South African Unit and PIPDIC are written off
as non- recoverable to the tune of Rs. 0.63 Cr.
Staff advances to the tune of Rs.1 Cr and Other unsecured advances of Rs.71 lacs - written oft.
Interest recoverable from Bank to the tune of Rs.10.22 Cr, Insurance Claim- I Cr and Prepaid
expenses of 42 lacs written off.
>Short term borrowings considered to the tune of Rs.155.75 Cr as against Rs.235 Cr as per the
Claim Statement. This is based on the assumption provided by the Management that they would
be arriving at a one-time settlement with the Lenders and a private settlement with LIC.
O u t of the above, the promoters represented that the loan from LIC is going to be settled with
the sale of assets which are not owned by KGCL and to remove the same for net assets
calculations. The liability is there in the books of the Company and yet to be settled by KGCL
so we have retained this in net asset calculation.
Also,the promoters have suggested that the dues from the south African unit and the investment
made in that unit totaling to the tune of Rs.l7 Cr be written off from the books since the
proceeds out of the sale of South African unit to be part of promoters' contribution as per the
arrangement with Saranga. However, since the recoverability of the sale proceeds of the SAA
unit is being confirmed by the Management and Investment write off involves RBI approval,
we are of the view that this amount needs to be in the books and as and when the sale proceeds
be
into KGCL books and RBI formalities need
to
are generated, the money has to be brought
completed to get approval for the disinvestment.
Investment
should be meted out to the Investment in the Malaysian Entity
-
on December 2027.
The above value has been arrived at by the Promoters based on the following:
of Rs. 95.45 Cr considering all the
The tangible assets to be revalued for an amount
given below:
workings are
INR In Cr.
2Cr.
basis of unaudited
Since the books of accounts of EGS and PTAL are taken on the
books
the list
Based on the adjusted, reconstructed balance sheet arrived as at 31.12.2021, the following are
The borrowings are from QNB and Attjariwafa bank and the short terms provisions represents
Income tax, Electricity and Payroll tax payable.
As per the representations made by the Promoters, the amount of Rs. 158.28 Cr worth of liabilities
would be settled through OTS with the lenders with the proposed investment of Rs.46 Cr from
Saranga. Rs.25 Crto be generated by the Promoters from the existing assets of the Company and
Sale of securities (Personal Property of one of the Director) given to LIC and Hinduja.
OTHER OBSERVATIONS
We present the following observations pertaining to various items of operations and other Statutory
dues.
INRin Cr.
S. Amount per Amount per
No Deseription month annum
Operating expense 0.52 6.26
Employee Benefit
expense 0.61 7.26
3 Financecost 0.11 1.33
4 Other expenses 0.89 10.73
Total 2.13 25.59
(The above figures are based on FY 20-21)
Notes:
Employee cost does not include promoters' salary like CEO, Directors etc.
investor/promoter to decide the quantum.
Professional charges at Rs. 1.71 Cr is included in the above other expenses.
We were not provided with Income tax and TRACES login credentials to know the current dues of
Income tax and TDS. The management has provided a screenshot of the Income tax demand outstanding
for various assessment years taken on 07/12/2020, the total outstanding demand as on that date was Rs.
4.59,63.726. We couldn't confirm the same and unable to quote on any additional liablity apart from
these. The details provided by the management is attached below:
GST Status
We were not provided with GST login credentials or GST retun copies to validate the sales declared
and GST liability. The resolution professional has taken separate registration for every place of business
and filing the returns individually, we do not know the present outstanding liability of GST. As per our
discussion with the management it is know that GST liability for the months of March 21 and April 21
is not paid by them and RP also refused to pay the same. The details of pending dues are as follows:
Month Rs.
March 21 For all units of KGCL 90,24,225
April 21 | For all units of KGCL 75,23.725
Total 1.65.47.950
We were not provided with login credentials or return copies to verify the dues paid. As per our
discussion with the management it is known that EPF and ESI were not paid by them for certain months
prior to the initiation of CIRP process, it is known that the same was also not discharged by RP. It is
believed that RP is paying the current dues from the initiation of CIRP process. The details of old
liabilities are as follows
ESI Payable:
Month Rs.
Nov-20 All units of KGCL 45.426
Dec-20 All units of KGCL 47,715
Jan-21 All units of KGCL 46,733
Feb-21 Allunits of KGCL 45,054
Mar-21 Allunits of KGCL 44,189
All units of KGCL 37.065
Apr-21 37.624
May-21 of KGCL
All units
All units of KGCL ,244
Jun-21 All units of KGCL 35.255
Jul-21
All units of KGCL 36.021
Aug-21 36,933
All units of KGCL
Sep-21 39.275
All units of KGCL
Oct-21 All units of KGCL 38220
Nov-21 37.621
Dec-21 Allunits of KGCL
Total
5,62.375
EPF Payable
Rs.
Month 2.03.657
Nov-20 All units of KGCL
2.06.100
Dec-20 All units of KGCL
2,03.050
Jan-21 All units of KGCL
All units of KGCL 2.05.950
Feb-21 2,02.752
Mar-21 All units of KGCL
10,21,509
Total
ROC Charges
created by various lenders with the ROC and
The Company has to reconcile the outstanding charges
those loans which are already closed.
take steps to file the charge satisfaction with ROC against
O u r work in connection to this assignment is of a different nature to that of an audit. Our report
with the representatives of the target; review of
is based on inquiries of and discussion
statements of as on 31* December, 2021, other
target
unaudited constructed financial
documents made available to us.
W e have relied on the information provided by the Management and have not carried out any
verification stated above.
investigation to verify the same but for the methodology and
The decision as to whether to consummate any transaction lies solely with Saranga ("the
We have not undertaken any technical or legal due diligence or Process Study.
O u r assignment does not include any attestation of financial statements or any cerification.
GRATITUDE AND APPRECIATION
We are grateful to the management of KGCL for making information and particulars available to us.
often at a short notice, and express our appreciation of the assistance and cooperation provided to us by
the Management, officials and representatives of Saranga, without which our assignment would not
have been concluded in a time bound manner
ANNEXURES
1. Provisional Balance sheet and Profit & Loss account of KGCL as at 31.12.2021
2. Provisional Balance sheet and Profit & Loss account of EGS & PTAL as at 31.12.2021.
3 Schedules to the BS - KGCL
Annexure 1.
KGCL PROVISIONAL BALANCE SHEET AS AT31-12-2021
EXPENSES
Cost of materials consumed 53,51,55,935 53,51.55.935
Cost of sales
Changes m inventories 3,87,93,024 3,87,93,024
|Operating expense 4,60,47,631 4,60,47,63
|Employee benefit expenses 3,45,18,410 3,45.18,410
|Finance cost 4,69,94,577 4,69,94,577
Depreciation and amortization expenses 2,13,87,903 2,13,87,903
Other Expenses 6,39,59,369 2,35,15,03.390 2.41.54.62.759
TOTAL EXPENDITURE 78,68,56,849 2,35,15,03,390 3,13,83,60,239
TAX EXPENSES
(1) Current tax
(2) Deferred tax
(3) Interest paid on taxes & Duties
I.EQUITYAND LIABILITIES
(1) SHAREHOLDERS' FUNDS
(a) Share Capital
) Equity 4,18,47,500 4.20,00,000
(i) Preference
(b) Shareholder current account 2.12,06,340
(c) Reserves & Surplus 51.40,90,667| 31.50.65.560
55,59,38,167 37,82,71,900
I1. ASSETS
(1) NON-CURRENT ASSETS
(a) Fixed Assets
(i) Tangible Assets 27,51,74,990 11,13,33,760
(i) Intangible Assets
(i) Projects under construction
(b) Non-Current investments
27,51,74,990 11,13,33,760
2) CURRENT ASSETS
(a) Inventories 2,22,28,703 3,31,53,600
(b) Trade receivables (as stated by CEO) 50,47,40,619 18,68,88,560
Other retained debtors to be collected
c) Cash and cash equivalents 1,45,22,346 3,66,35,020
(d) Short term loans and Advances 6,14,65,659
(e) Other current assets 13,94,74,540 6.14.12.020
74,24,31,867 31,80,89,200
TAX EXPENSES
(1) Current tax 6,70,25,706
(2) Deferred tax
(3) Interest paid on taxes & Duties
Share Capital
Value for Net Assets
Particulars Asper Books Adjustments
Rs. Rs. Rs.
41,00,00,000
Equity Share Capital 41,00,00,000
6% Redeemable
Cumulative preference
5,15,62,000 5,15.62.000
shares
42,37,220 42,37.220
Closing balance
24,25645 24,25,645
ii) Subsidy
Balance carried forward
23,76,28,213 -1,88,05,90,339 -1,64,29,62,126
tothe BalanceSheet
11,30,14,513 I1,30,14,513
Unsecured
22,39,71,916 22,39,71,916
Total
Short Term Borrowings
Secured
Dues to banks
Trade Payables
Non-Current Investments
Trade Receivables