Jubilant Industries Ltd

The final scheme of merger is now out and shareholders meet is to be held on 2nd dec, 2011 for its approval…

Post scheme, Jubilant Industries on a consolidated basis is likely to have (as per my rough calculations based ondata provided in the scheme) :

an equity capital of 11.84 cr. (1.184 cr. shares of FV 10)

with promoters stake at 64.5 %,

a book value of Rs. 77,

Enterprise Value at current mcapof Rs. 375 cr.,

debt-to-equity at 1.99,

Fixed Assets worth Rs. 193 cr.

Cash & Cash Equivalents worth Rs. 78 cr.

Debt of Rs. 182 cr.

With regards to accumulated losses of retail venture, prima-facie from scheme it seems that its not transferred to listed entity which is extremely positive for shareholders of JIL…However, a goodwill amount of Rs. 123.77 cr. is capitalised on account of merger which will, in all probability, get amortised over a period of 5 years which will mean an additional depreciation worth Rs. 24.75 cr. each year for next five years starting from current FY12.

It seems that JIL shares are valued at Rs. 234 for allotment of 0.3835 cr. shares as consideration for retail business merger.

Overall entity, post merger, seems healthy with FY12 revenues most likely to cross Rs. 1000 cr. mark on a consolidated basis.

Rgds.

How would this be the case? The accumulated losses, if it were transferred, would have reduced the tax liabilities of the company going forward

JIL…

Hi Madhyam,

I am told that since its a case of purchase of business no accumulated looses can be transferred… In any case, because of goodwill amortisation, every year they will have less tax liability worth Rs. 24.75 cr. (charged as depreciation) till next five years… I don’t think more than this is required since Retail business is expected to break-even at EBITDA level only by FY13 (as per management estimates) or FY14 (as per my estimates) and the company is bound to have accumulated losses because of loss of FY12 and FY13 as at net level it will take time for company to break-even (atleast FY14)…

What the company is basically doing is that its utilising entire cash for exponential growth in revenues so that once cash generation starts they will be robust… Net level cash generation will start at a scale of 1500 cr. + when all the segments of the company will be profitable at EBITDA level…

All said and done, there is high probability that if fdi in multi brand retail is approved, we will have a strong partner at subsidiary level which will bring in a lot of cash with it to expand as every foreign retail player will love to have readymade strong presence in a high-growing city like Bangalore and Jubilant will be a natural choice for it as Jubilant occupies 2nd largest position there with 20 % share…

Feel free to ask any query you have…

Rgds.

Hi Mahesh,

Sure…in a purchase of assets no transfer of accumulated losses takes place. But my question is that why did they go through that route (when anyway they were getting 100% control of the entire company) where as if they had actually merged they could have gotten the benefits of the accumulated losses.

Accumulated losses of a target company (and am sure TOTAL would have a fair bit) have actual cash value for the acquirer. Indeed, some transactions have happened purely for getting the accumulated losses of a company!

Purchase of assets typically happen when a part of the company is being sold not when the whole company is being sold. In this case the erstwhile subsidiary, will continue to hold the accumulated losses and the promoter may benefit by merging that with a private company run by him.

Not questioning the promoters intentions, but the deal structure seems a bit odd given that this was already a related party transaction which leads to substantial increase in promoter stake!

__

__

Although I can’t comment on management’sintention behind the structure of this whole deal, but, frankly speaking, I am quite satisfied with the structure, both logically as well as minority shareholder…

__

This is because, logically if you see, the retail business has not broke-even, its going to do that by FY14 and that too at only EBITDA level… Secondly, Retail business needs funds for the expansion to the tune of 114 cr. and major portion of this fund-raising has to be via equity and thats why the merger is done…Thirdly, promoters will not at all like to dilute their stake below 51 % in any case and that too at one-go in the initial stage of an exponentially growing business…

__

_Hence, if you combine all these factors together and couple it with the post-merger equity capital of just 11.84 cr. (1.184 cr. shares of FV10) and current market price of Rs. 200 odd, then fund raising has to be done at atleast 50 % premium to current market price and for that accumulated losses to the tune of Rs. 188 cr. (of Total) would have acted as a drag…Also, in case the funds are meant to be raised at subsidiary level (which is highly unlikely), again accumulated losses of 188 cr. with a current loss-making status with a current debt of 187 cr. would have stressed the overall valuation of the subsidiary… _

__

Now,from minority shareholder’s point of view, if the accumulated losses of 188 cr. would have got transferred to listed entity, it would have been a severe downer… It would have raised doubts over promoters’ intentions because the listed entity is not a dud company but is a company with a revenue of 550 + cr. with 30 + cr. PAT… Minority shareholders want to see the wealth created with immediate effect and most of them don’t like to wait out for too long…

__

People like you and me understand the benefits of accumulated losses on company’s financials but majority doesn’t understand the same… Hence, the way the deal is structured is quite ok because Retail business has still a very long way to go as in next phase of expansion company wants to expand to replicate the mall-cum-hypermarket model to cities other than bangalore and for that a fund to the tune of 450 cr. per city is required…The next phase is to be taken up once the model adopted in Bagalore starts showing profits post FY14…

__

To conclude, as per my understanding, its the immediate need to raise funds via equity route at a substantial premium to current market price that has made management refrain from transferring accumulated losses to the listed entity.

__

Rgds.

Link to Scheme of Merger — Meeting on 2nd December 2011

_http://www.bseindia.com/xml-data/cor…Ltd_211111.pdf_

hmmm…thankx for your view Mahesh.

Hi Mahesh,

There seems to be some error in the link.

Sorry, the file you were looking for could not be found. It may have moved to a new location.

Can you please re-check the link?

Thanks,

Sandeep

__ Link: http://www.bseindia.com/xml-data/corpfiling/AttachLive/Jubilant_Industries_Ltd_211111.pdf http://www.bseindia.com/xml-data/cor…Ltd_211111.pdf Link: http://www.bseindia.com/xml-data/cor…Ltd_211111.pdf

You can access the scheme via following link also sandeep :

http://www.jubilantindustries.com/pdfs/scheme-of-arrangement.pdf

Listed Retail players become even more expensive on the back of clearance of fdi in m.b.retail which makes the valuations of Jubilant Industries even more compelling once merger is through next week…

Rgds.

Hi Mahesh,

A doubt regarding the FDI in retail. I see that all listed players’ stock pricesare going up, but how will it benefit those players who do not get FDI/foreign partners? Will they be able to handle the bigger competition after wallmart, tesco, carrefour etc steps in?

With regards to Jubilant, has the management mentioned that they are looking for a foreign partner andare they a possible attractive JV candidate for the global retail chains?

Thank You

Vinod

pricesare andare attractive

Hi Vinod,

Almost all prominent listed cos. will attract foreign partner one way or the other because its because of this only that they have expanded so far by raising debt even while suffering losses… This reform is critical as India is a huge-huge market as far retail segment goes and each of the serious global retailer can’t afford to ignore Indian market… Although nothing will happen immediately but within 2012 calender year one can expect many tie-ups and M&A in this segment…

Now, with regards to rising copetition, yes, it will rise and that too to a considerable extent but existing smart players will not suffer much because they will tie-up with one foreign partner or other in the years to come in order to expand… Also, heavy competition is quite far away say 4-5 years away before which each of the existing player will have great run in terms of exponential growth in financials…

If you just go by hypermarket chains, which is the tried-and-tested format worldwide and most suitable especially for India, there are not more than 10 group chains operating in India at present and each of these chains will attract fdi in one way or other…

Now, with rgds. to intent of Jubilant management to attract partner… I am quoting following sentence from the press release issued by the company at the time of announcement of merger…

“”“To enable the company to attract a different set of investors, strategic partners who can bring relevant experience for the growth of this business “””

Now, with rgds. to attractiveness of Jubilant as an attractive candidate for JV, in a fast-growing city like Bangalore, Jubilant is occupying 2nd largest position with 20 % marketshare and so no serious forign retailer can ignore this company…However, such tie-up will be in which form that is to be seen as still its slight away as Karnataka is a BJP-ruled state and so far only Narendra Modi of BJP-ruled Gujarat has expressed intention to go ahead with fdi in m.b. retail in his state…

I think the management will utilise this opportunity to expand and have national presence as once profitability gets achieved by FY14, the company had plans to expand into other cities with per city investment of 450 cr… This plan could be preponed and A JV can be formed for this as foreign partner can bring-in technology, expertise and funds and Jubilant can replicate its tested mall-cum-hypermarket model and execute it in each city.

All and all, although a JV is quite far away but the attractiveness of Jubilant Industries as one of the most attractive and safe investment opportunity has only increased byrecent reform of the govt. and from current levels downside is minimal but upsides are tremendous.

Feel free to get back to me in case of any query.

Rgds.

Fert cos readying to meet demand for cheaper phosphate

MUMBAI | Wed Nov 30, 2011 3:20pm IST

MUMBAI (Reuters) - Rising prices of diammonium phosphate coupled with scarcity of the import-dependent soil nutrient has forced Indian fertiliser makers switch to single super phosphate - a cheaper alternative - to meet fertiliser demand from farmers.

The phosphatic DAP is the second most consumed soil nutrient in India after nitrogenous urea and is also the most costly form of basic fertilisers while SSP is cheaper and can be easily manufactured using readily available raw material.

“DAP costs more than three times that of single super phosphate. DAP’s import costs are rising and that is forcing fertiliser companies raise retail prices,” Gautam Sen, director finance, Rashtriya Chemicals and Fertilizers (RSTC.NS), told Reuters.

State-run RCF is one among firms such as Tata Chemicals (TTCH.NS), Coromandel International (CORF.NS), Jubilant Industries (JUBL.NS) and Chambal Fertilisers (CHMB.NS), that are either expanding their SSP capacity or are planning new units seeing rising demand for this variant of phosphate.

SSP is obtained through a chemical reaction between rock phosphate and sulphuric acid and contains phosphorus, sulphur, calcium and other essential micro nutrients in small proportions.

The chemical helps treat sulphur deficiency in the soil and enhances yield of crops such as oil seeds, pulses, sugarcane, fruits and vegetables.

“SSP is a poor farmer’s fertiliser and an option to cut the usage of DAP,” said a fertiliser analyst with a Mumbai-based brokerage.

The import prices of DAP, which were about $500 per tonne in FY11, had shot up as much as $700 per tonne in August globally and are hovering around $680 since then.

At retail level, post-subsidy, farmers have to pay between 18,200-19,000 rupees a tonne to buy DAP in India, while they spend just 5,000 rupees for the same quantity of SSP.

Indian farms consumed about 7 million tonnes of DAP in FY11 but the consumption is expected to fall in the current fiscal on delayed imports and higher prices.

In comparison, India’s SSP consumption was 3.1 million tonnes last year, according to data from the Fertiliser Association of India.

“This year, there are chances that SSP usage will nearly double as farmers are not willing to spend on DAP,” D.D. Khose, western region executive at FAI, said.

INVESTMENT PLANS

RCF is exploring possibility to set up an SSP unit at a cost of 3 billion rupees at its Thal plant in Maharashtra, Gautam Sen, director-finance, had said in May.

“We are studying the possibility and the capacity would not be less than 300,000 tonnes,” Sen said.

Tata Chemicals is also looking to expand its existing SSP capacity, while Chambal Fertilisers is building a unit each in Gujarat and Rajasthan at a total cost of 1.55 billion rupees.

Coromandel International last month said, it would set up a new SSP manufacturing plant in Rajasthan with a capacity of 800-tonne-per-day.

“SSP is easy to make and the capex required is very low. Therefore, all companies want to make this complex fertiliser when DAP is becoming unaffordable,” Tarun Surana, analyst at Sunidhi Securities & Finance, said.

India’s SSP consumption would grow fast in the current year and would cross 4 million tonnes, he said.

“Sulphuric acid is easily available and rock-phosphate can be imported. Also, Rajasthan has some rock phosphate reserves. So, we can see companies opting for this state,” he said.

Outcome of Court Convened Meeting

Jubilant Industries Ltd has informed BSE that in terms of the order of the Hon’ble High Court of Judicature at Allahabad, Court Convened Meetings of Equity Shareholders and Creditors of Jubilant Industries Limited (JIL), Enpro Oil Private Limited (EOPL) & Jubilant Agri and Consumer Products Limited (JACPL) were held as per following schedule:

1). Meeting of Unsecured Creditors of JIL on December 02, 2011 at 11.00 am at the registered office at Bhartiagram, Gajraula - 244 223, District Jyotiba Phoolay Nagar, U.P.

2). Meeting of Secured Creditors of JIL on December 02, 2011 at 2.00 pm at the registered office at Bhartiagram, Gajraula - 244 223, District Jyotiba Phoolay Nagar, U.P.

3). Meeting of Equity Shareholders of JIL on December 02, 2011 at 4.00 pm at the registered office at Bhartiagram, Gajraula - 244 223, District Jyotiba Phoolay Nagar, U.P.

4). Meeting of Secured Creditors of EOPL on December 03, 2011 at 11.00 am at the registered office at Plot
1A, Sector 16A, Noida - 201 301.

5). Meeting of Unsecured Creditors of EOPL on December 03, 2011 at 1.00 pm at the registered office at Plot
1A, Sector 16A, Noida - 201 301.

6). Meeting of Equity Shareholders of EOPL on December 04, 2011 at 11.00 am at the registered office at Plot
1A, Sector 16A, Noida - 201 301.

7). Meeting of Equity Shareholders of JACPL on December 04, 2011 at 1.00 pm at the registered office at Plot
1A, Sector 16A, Institutional Area, Noida - 201 301.

In their respective meetings as mentioned above, the Equity Shareholders and Creditors have unanimously approved the Scheme of Arrangement among Enpro Oil Private Limited, Jubilant Industries Limited and Jubilant Agri and Consumer Products Limited pursuant to the provisions of Section 391 to 394 of the Companies Act, 1956.

Link to 14-page Event Update report post merger approval of Retail Business :

http://www.scribd.com/doc/75419915

Important Sections of the Event Update report are repoduced in this and next posts for quick readability :

Industrial Products (IP)


( fig. In Rs. cr. )


FY11


FY10


FY09

Industrial Products (IP)

of which

Food Polymers
Latex

141.5



60.8
80.7

121.4




48.1
73.3

113.5




47.4
66.1

Agri & Consumer Products (ACP)


( fig. In ` cr. )


FY11


FY10


FY09

Agri & Consumer Products (ACP)

of which


Agri-Input
Consumer Products

378.8



261.3
117.5

251.3



146.7
104.6

355.2



260
95.2

Retail Mall-cum-Hypermarket (Retail)


( fig. In ` cr. )


FY11


FY10


FY09


Retail Mall-cum-Hypermarket (Retail)


314.4


281.8


166.3


( fig. In ` cr. )


FY11


FY10


FY09

Industrial Products (IP)

141.5

121.4

113.5

Agri & Consumer Products (ACP)

378.8

251.3

355.2

Retail Mall-cum-Hypermarket (Retail)

314.4

281.8

166.3

Total Consolidated Revenue

834.7

654.5

635

Jubilant Bhartia Group's Retail Mall-cum-Hypermarket business started with the launch of first store under the brand 'Total' of 1,33,094 sq.ft. area in the year 2006 (December 2006) at Mysore Road, Bangalore. After that 2nd store was launched in July 2007, 3rd in February 2008, 4th in November 2008 and the latest 5th store in July 2011.

Since Retail businesses are marred by the presence of operational losses, it is prudent to assess a retail business by its EBITDAR Margins (R = Rent) as well as EBITDA level (Loss) margins wherein a break-even can be gauged by the extent of reduction in loss margins w.r.t. revenues. On this count, given below are the EBITDAR as well as EBITDA loss margins achieved by JIL's Retail business since inception. Since the first store was opened in December 2006, the inception financial year is FY08.


FY11


FY10


FY09


FY08

EBITDAR Margin

(+) 6.8 %

(+) 4.1 %

(-) 3.8 %

(-) 15.4 %

EBITDA Loss Margin

12.3 %

17.2 %

35.2 %

35.7 %

Critical Financial & Valuation Ratios of JIL as Consolidated

Entity (post merger) as at FY11

Consolidated Equity Capital


11.84 cr.

Consolidated Book Value per share


` 77

Consolidated Enterprise Value


375.28 cr.

Consolidated
Debt-to-Equity (D/E)


1.9

Consolidated Revenues

834.7 cr.

Current Marketcap

238 cr.

Marketcap-to-Sales

0.28

EV/Sales

0.44

Price-to-Book

2.6

Small fertiliser firms: Outlook is strong, but valuations still low

30 Dec, 2011, 04.32AM IST

The new Nutrient-Based Subsidy (NBS) policy of April 2010 has significantly improved the prospects of single-super phosphate (SSP) industry. Companies’ valuations, however, remain low in the current depressed market conditions.

As the NBS recognised _sulphur_ as an important _farm nutrient_ for subsidy, the SSP became competitive against the heavily subsidised di-ammonium phosphate (DAP). This boosted the SSP consumption in the country 29.2% to 3.6 million tonne. As a result, the industry’s overall capacity utilisation jumped by 7 percentage points to 49.5%.

Apart from the higher volumes, even the margins improved substantially for the industry, with players such as Rama Phosphate, Basant Agro and Liberty Phosphate recording a double-digit margin for the first time.

Khaitan Chemicals, country’s largest SSP producer, witnessed over 10-percentage-point margin expansion at 15.1% Almost all companies posted their highest-ever _net profit_ in FY11. The combined net profit of the six listed SSP players -Basant Agro Tech, Khaitan Chemicals and Fertilizers, Liberty Phosphate, Rama Phosphate, Shiva Global Agro and Teesta Agro - more than tripled to .`117 crore.

These companies continued their dream run in the first half of FY12 as well, with Basant Agro, Liberty Phosphate and Teesta Agro posting a profit growth between 16% and 50%.

The performance of Rama Phosphate was down due to slack in its soya business while Khaitan Chemicals’ was down due to forex losses. Existing players are making fresh investments to take advantage of the improved policy framework for SSP.

In FY11, the overall capacity inched up 1.7% to 7.9 mt. Leading player Rama Phosphate has also disclosed plans to expand capacities at its Udaipur, Indore and Pune plants.

Similarly, Basant Agro plans to expand the capacity of its SSP plant to produce 1.25 lakh tonne per annum.

Although the industry’s improved prospects were cheered by the stock market in FY11, in the current depressed market conditions, the industry’s valuations have fallen below its earlier levels.

The combined price-toearnings ratio for the six players has fallen from 3.1 in FY11 to 2.9 at present, which is below what it was in FY09 and FY10.