Complicated group structure, inadequate disclosure on subsidiaries’ financials, lack of professionalism, corporate governance issues, etc., raise serious doubts on long term prospects.
OFFER AT A GLANCE |
|
Name |
Advanced Enzyme Technologies Ltd |
Public Offer |
Offer of 45.93 to 46.03 lakh shares of Rs 10 each comprising of fresh issue of 5.58 to 5.68 lakh shares and offer for sale of 40.34 lakh shares by 10 shareholders including promoters. |
Offer % on Total Equity |
20.57% to 20.61% |
Offer Price |
Between Rs 880 and Rs 896 for non-employees and Rs 794 to Rs 810 for employees |
Offer Amount |
Rs 405 cr to Rs 411 cr |
Application Quantity |
16 & Multiples of 16 |
Listing at |
BSE and NSE |
Book Running Lead Managers |
ICICI Securities and Axis Capital |
Registrar |
Link Intime |
IPO SCHEDULE |
|
Bid/Offer Opens |
Wednesday, July 20, 2016 |
Bid/Offer Closes |
Friday, July 22, 2016 |
Finalisation of Basis of Allotment |
Wednesday, July 27, 2016 |
Refunds/Unblocking ASBA Fund |
Thursday, July 28, 2016 |
Credit into Depository account |
Friday, July 29, 2016 |
Trading to commence on or before |
Monday, August 1, 2016 |
The IPO
The present IPO consists of a fresh issue of Rs 50 cr (5.58 to 5.68 lakh equity shares of Rs 10 each) from the company and an `offer for sale’ of 40.34 lakh shares from ten existing shareholders including five from the promoter group. The IPO is being made through the book-building route with a price band of Rs 880-896 which puts the value of the offer at Rs 405-411 cr. Of the fresh issue Rs 2 cr is earmarked for the company’s employees who are being offered a discount of Rs 86 on the offer price.
Investors should apply for a minimum of 16 shares and multiples of 16 thereafter. The IPO would constitute 20.6% of the post-issue paid up capital of the company. The promoters and their associates, who hold 80.5% of the present equity of Rs 21.77 cr, would control about 66.5% post-offer equity around Rs 22.33 cr. ICICI Securities and Axis Capital are acting as book running lead managers to the offer. The offer opens on July 20, 2016 and the company hopes to list its share on or before August 1, 2016.
IPO Object
Of the Rs 50 cr fresh issue, the company proposes to invest Rs 40 cr in wholly owned subsidiary, Advanced Enzymes USA, which in turn will utilise the funds for repayment/pre-payment of certain loans that its stepped-down subsidiary owes to the promoters. The balance fresh issue net of issue expenses is earmarked for general corporate purpose.
Lineage
The issuer company was incorporated in March 1989 as Advanced Biochemicals Pvt Ltd. The name was changed to Advanced Enzyme Technologies Ltd (AETL) in August 2005. AETL’s genesis dates back to almost six decades when the group founder Late L. C. Rathi (father of AETL’s promoters) pioneered the extraction of papain, an enzyme complex derived from papaya fruit and widely used for pharmaceutical and medical purposes in the 50’s. He reportedly went on to set up India’s first enzyme manufacturing plant in 1958 under Rathi Papains Pvt Ltd.
Rathi entered into formulation of commercially available enzymes with the establishment of Super Organic Research Laboratories (which was taken over by AETL in 1994). Today, the group is said to be the largest producer of enzymes in central Asia. AETL’s promoters Chandrakant L Rathi (62) and Vasant L Rathi (68) claim to have a cumulative experience of more than seven decades in the global enzyme industry and have contributed widely to the company’s success and growth.
Business Profile
As per the offer document, AETL is the largest Indian enzyme company, engaged in the research and development, manufacturing and marketing of 400+ proprietary products derived from 60 indigenous enzymes. It claims to be among the top 15 global companies in terms of enzyme sales, and have the second highest market share domestically, next only to the world’s largest enzyme company Novozymes. AETL has two primary business verticals: Healthcare & Nutrition (human and animal) and Bio-Processing (food and non-food).
The company reportedly has a global clientele of more than 700 customers spanning across 50 countries and caters to diverse end-user industries like human healthcare & nutrition, animal nutrition, food processing, baking, dairy & cheese processing, fruit & vegetable processing, cereal extraction, brewing, grain processing, protein processing, oil & fat processing, biomass processing, textile processing, leather processing, paper & pulp processing, bio-fuels, bio-catalysis etc.
AETL has four R&D facilities, of which two are located at Thane, and one each at Sinnar (near Nasik) and Chino, California (USA). In last three fiscals the company spent Rs 8.18 cr, Rs 9.13 cr and Rs 8.13 cr, respectively towards R&D activities on an unconsolidated basis amounting to 5.8%, 7.2%, and 5.9%, respectively of its unconsolidated revenues. As on the date of the prospectus, 13 patents had been registered and applications for registration of 4 patents were pending before the relevant authorities. Further, it had filed 11 food enzymes dossiers with European Food Safety Authority for marketing authorizations in Europe. AETL reportedly has 128 trademarks registered in its name and applications for registration of 14 trademarks were pending. In addition, one of its subsidiaries, Cal-India, had 44 trademarks registered in its name and registration of 1 trademark was pending before the relevant authorities. The company also has 6 copyrights registered in its name and registration of 2 copyrights was pending.
The company has six manufacturing facilities which are said to be flexible and multi-purpose in nature, capable of developing quality enzyme products and solutions with varying batch sizes, customized to meet the clients’ requirements. Four of the manufacturing facilities are located in India (Sinnar, Satpur and Vashind in Maharashtra and Pithampur in Madhya Pradesh). Two blending, mixing and formulation facilities are located outside India, at Chino (California, United States).
The company reportedly operates in the Healthcare and Nutrition verticals in US and is engaged in providing proprietary and customised enzyme blends, mainly to the nutraceutical industry. It also actively caters to the animal nutrition, food processing and non-food processing verticals in the US market. In the year 2012, it launched its own branded enzyme supplements in the US, offering healthcare professionals and consumers a natural therapeutic alternative for preventive care and health using high quality systemic and digestive enzyme supplements. The company claims to market these branded supplements through multiple channels including retail stores, online as well as through medical professionals.
Financials
Having commenced manufacturing operations in 1993, AETL netted profit for the first time in 1997. Since then it has been consistently posting profits and paying dividends. The company logged consolidated revenue of Rs 294 cr in fiscal 2016 on which it had Rs 139 cr EBITDA and netted Rs 78 cr, with an impressive EBITDA margin of 47% and PAT margin of over 26%. For the fiscal, more than 63% of its revenue came from international markets while 36% was contributed by the Indian market. The company had a consolidated net operating cash flow of Rs 103 cr in last fiscal. As against an equity base of Rs 21.77 cr, the company’s reserves stood at Rs 257 cr at the end of March 2016.
ADVANCED ENZYME CONSOLIDATED FINANCIALS |
|||||
(in Cr) |
Mar-16 |
Mar-15 |
Mar-14 |
Mar-13 |
Mar-12 |
Gross Income |
294.64 |
224.27 |
240.48 |
224.12 |
174.88 |
Operating Profit |
139.11 |
92.03 |
104.81 |
93.25 |
65.42 |
Oper. Margin (%) |
47.06 |
40.73 |
46.52 |
37.40 |
28.26 |
Interest |
7.86 |
9.26 |
13.19 |
9.55 |
12.24 |
Deprecn/Amortization |
8.72 |
9.02 |
9.87 |
7.54 |
5.50 |
Tax |
43.20 |
22.81 |
6.40 |
25.88 |
14.02 |
Net Profit |
78.43 |
50.11 |
20.08 |
49.22 |
33.33 |
Net Oper. cash flow |
102.74 |
53.90 |
43.26 |
41.10 |
48.59 |
Equity Cap |
21.77 |
21.77 |
21.77 |
21.77 |
20.73 |
Reserves |
256.96 |
188.27 |
144.60 |
140.20 |
75.23 |
Dividend % |
10.00 |
5.00 |
5.00 |
15.00 |
10.00 |
Dividend Amt |
2.18 |
1.08 |
1.08 |
3.27 |
2.07 |
Div Pay-out % |
2.8 |
2.2 |
5.4 |
6.6 |
6.2 |
Tangible Fixed Asset |
116.20 |
116.43 |
117.33 |
117.82 |
109.86 |
Borrowings |
68.38 |
77.65 |
126.61 |
150.40 |
175.32 |
Valuation
AETL has fixed a price-band of Rs 880-896 for Rs 10 paid-up share which discounts the company’s consolidated EPS about 26 times. It discounts the company’s consolidated revenue and net fixed assets about 7 times and 17 times respectively. How does it compare with peers? Surprisingly, despite such a high profit margin, the offer document claims that there were no peers to compare.
Nevertheless, a couple of points are worth noting here. Few companies like the Chennai-based ABL Biotechnologies Ltd and the Hyderabad-registered Saamya Biotech (India) Ltd, who tapped the capital market in the 90’s failed to put up a decent show in related businesses. Further, the country’s largest biotechnology company, Biocon Ltd, had to exit from enzymes business citing low profit margin. Biocon reportedly sold its enzyme business to Denmark’s Novozymes in 2007 at a price equivalent to around five times multiple of revenue.
While AETL’s consolidated financials may seem to justify its offer price, its standalone performance advises caution. The price band discounts the standalone profit more than 92 times and revenue 14 times which is certainly very steep specially when the non-wholly-owned subsidiaries’ operating margin is more than double of the standalone margin. Moreover the average cost of promoter’s acquisition is only Rs 4.22 for Vasant Rathi and Rs 75.13 for Chandrakant Rathi.
ADVANCED ENZYME CONSOLIDATED VS STANDALONE |
||||
(Amount in Cr) |
CONSOLIDATED |
STANDALONE |
||
IPO PRICE BAND |
896 |
880 |
896 |
880 |
MARKET CAP |
2,000 |
1,965 |
2,000 |
1,965 |
EQUITY CAP |
22.32 |
22.33 |
22.32 |
22.33 |
NET BLOCK |
116.20 |
116.20 |
101.27 |
101.27 |
REVENUE |
294.64 |
294.64 |
139.94 |
139.94 |
NET PROFIT |
78.43 |
78.43 |
21.25 |
21.25 |
PRICE/EARNINGS |
25.5 |
25.1 |
94.1 |
92.5 |
PRICE/REVENUE |
6.8 |
6.7 |
14.3 |
14.0 |
PRICE/NET BLOCK |
17.2 |
16.9 |
19.7 |
19.4 |
ROE% |
39.0 |
39.0 |
13.8 |
13.8 |
OPM% |
47.1 |
47.1 |
26.6 |
26.6 |
Concerns
Besides steep pricing, AETL also faces certain risks and perception issues. For instance, in fiscal 2014 the company had to recall some consignments of enzymes, which were potentially contaminated, on account of which it incurred an exceptional charge of about Rs 54 cr! If the risk factors listed in the RHP are to be taken seriously, “it may face similar situation in the future too which may significantly impact its business, reputation, financial conditions and results of operations”.
Even while the non-wholly-owned subsidiaries enjoy higher margin than the parent public company, one of the group companies, Advanced Vital Enzymes (AVEL) is engaged in similar line of business and could offer services that are related to the business of the public company. AETL’s promoter Chandrakant Rathi is on the board of AVEL and Piyush Rathi, one of the promoter group members owns a majority stake in AVEL. This may be a potential source of conflict of interest in addressing business opportunities, strategies, implementing new plans and affixing priorities in the long run.
The main object of the fresh issue is for investment of Rs 40 cr (80% of the proceeds of the fresh issue) in wholly-owned subsidiary Advanced Enzymes USA, which will in turn utilize the funds for repayment/pre-payment of certain loans availed from promoter Vasant Rathi and group company Rathi Property LLC. When the subsidiary company itself is generating large cash flows why the public fund is sought to be used for clearing their dues to promoters themselves?
ADVANCED ENZYME |
CONSOLIDATED |
STANDALONE |
SUBSIDIARIES |
(Amount in Cr) |
Mar-16 |
Mar-16 |
Mar-16 |
Gross Income |
294.64 |
139.94 |
154.70 |
Operating Profit |
139.11 |
37.79 |
101.32 |
Oper. Margin (%) |
47.06 |
26.58 |
65.48 |
Net Profit |
78.43 |
21.25 |
57.18 |
Net Oper. cash flow |
102.74 |
31.50 |
71.24 |
Equity Cap |
21.77 |
21.77 |
0.00 |
Earned Surplus |
253.83 |
120.56 |
133.27 |
Tangible Fixed Asset |
116.20 |
101.23 |
14.97 |
Goodwill/Intangible |
171.04 |
6.20 |
164.84 |
AETL’s management scores poorly on the corporate governance front. The company is in use and occupation of the premises on land bearing Plot No. H-17 in Nasik Industrial Area but, no lease has been executed for the same. Also it has not executed a formal lease deed for its land at Jalna with Maharashtra Industrial Development Corporation (MIDC) which could result in disruption of the company’s rights as a lessor. Pursuant to the terms of the lease deeds, the company is required to keep the aforesaid land and the buildings duly insured in the name of the company jointly with MIDC. However, as on date of the DRHP, the insurance policies availed were solely in the name of the company and therefore, it was in breach of the terms of the lease deeds!
AETL’s auditors have included a qualification in their report for the year ended March 31, 2014, in respect of payment of managerial remuneration in excess of the allowable limits under Companies Act, without the previous approval of Central Government. One of the promoters, Vasant Rathi, received a show cause notice dated April 22, 2015 from the Office of the Regional Director (Northern Region), Ministry of Corporate Affairs for possessing multiple DINs.
A significant amount of Employee Stock Options seem to have gone to promoter-directors and relatives as employees! Without making a public issue, AETL has roped in more than public shareholders through private placements during the 1990’s when such mode of collecting public money was rampant in the market. Intriguingly, the promoters have bought some of these `private placements’ from the public shareholders at par even after many years! Were the public shareholders duped or were they compensated through `different’ means?
The offer document of AETL presents another listed entity, Indergiri Finance, which went public during the unprecedented primary market boom in 1995-96 as a group company. The promoters of AETL do not seem to have any direct equity stake in Indergiri. Yet, it has been classified as a group company since the CFO of AETL, Beni Prasad Rauka, holds the single largest individual promoter stake in that company. If Indergiri is a group company, what about Indergiri’s original group company, Rajasthan Gases, which tapped public money in February 1995? AETL’s promoters do not have any clue!
B P Rauka (52) is said to have associated with AETL since April 2001 and became CFO on September 1, 2002. Prior to joining AETL, he worked with Systematix Corporate Services Ltd as an Executive Director where he managed several IPOs many of which are not traceable now. Interestingly, Systamatix managed the IPO of Indergiri Finance’s group company, Rajasthan Gases, in 1995 and subsequently Rauka has served as a Whole-time Director-cum-Company Secretary of Indergiri Finance! How did a lead manager of an IPO become a whole-time director and a significant stakeholder of a group company?
Also, when he is already a promoter-shareholder of a public company whose track record is far from credible, how he is acting as a CFO of another public company? Astonishingly, the same CFO is also acting as an Independent Director of yet another listed company, Capri Global! This company’s latest annual report boasts Rauka is associated with `SEB Group’ of companies as its Group CFO and has steered the Group’s finance and accounts function for over 15 years. But, ATEL does not talk about any `SEB group’ in its offer document! Sebi, are you listening?
Lead Manager’s Track
The Rs 400-odd cr IPO of AETL is handled by two investment bankers who have a mixed track record. ICICI Securities has associated with thirty IPOs since 2010. These issuers collectively mopped up Rs 44,347 cr whose current market value is about Rs 52,042 cr – a gain of Rs 7,695 cr, yielding a modest return of 17.4%. While Power Grid (Rs 6,435 cr), Bharti Infratel (Rs 2,590 cr) and Equitas Holdings (Rs 1259 cr) have gained significantly in terms of amount, Wonderla Holidays (220%), Manpasand Beverages (119%) and Ujjivan Financial (96%) have appreciated handsomely in terms of percentage.
On the other hand Jaypee Infra (-2032 cr) and NTPC (-1851 cr) lost the most in terms of amount. Shree Ganesh Jewel (97%), Parabolic Drugs (95%), A2Z Infra (90%), Jaypee Infra (89%), Commercial Engineer (87%) and Nitesh Estate (76%) have been big losers in terms of percentage. Incidentally, all the 13 IPOs brought out by ICICI Sec in 2010 are currently quoting below the investment cost.
ICICI SECURITIES-ASSOCIATED IPOs SINCE 2010 |
|||||||||
NAME |
IPO |
IPO |
IPO |
LIST |
LIST |
CURNT |
CUR GAIN |
||
(Value Rs Cr) |
DATE |
PRICE |
VAL |
PRICE |
GAIN |
PRICE |
VAL |
Rs Cr |
% |
Quess Corp |
29-Jun-16 |
317 |
400 |
503 |
58.7 |
495.35 |
625 |
225 |
56.3 |
Ujjivan Fin |
28-Apr-16 |
210 |
883 |
232 |
10.3 |
411.90 |
1731 |
848 |
96.1 |
Thyrocare |
27-Apr-16 |
446 |
479 |
618 |
38.6 |
544.95 |
586 |
106 |
22.2 |
Equitas Hold |
5-Apr-16 |
110 |
2177 |
135 |
23.0 |
173.60 |
3435 |
1259 |
57.8 |
Quick Heal |
8-Feb-16 |
321 |
451 |
254 |
-20.7 |
258.80 |
364 |
-87 |
-19.4 |
Teamlease |
2-Feb-16 |
850 |
424 |
1022 |
20.2 |
1011.95 |
504 |
81 |
19.1 |
Sadbhav Infr |
31-Aug-15 |
103 |
492 |
106 |
3.1 |
100.80 |
481 |
-11 |
-2.1 |
Manpasand |
24-Jun-15 |
320 |
400 |
327 |
2.1 |
699.90 |
875 |
475 |
118.7 |
PNC Infra |
8-May-15 |
378 |
488 |
360 |
-4.7 |
557.15 |
720 |
231 |
47.4 |
VRL Logistics |
15-Apr-15 |
205 |
468 |
293 |
43.1 |
311.30 |
710 |
243 |
51.9 |
Shemaroo |
16-Sep-14 |
170 |
120 |
171 |
0.6 |
330.25 |
233 |
113 |
94.3 |
Wonderla |
21-Apr-14 |
125 |
181 |
158 |
26.1 |
399.50 |
579 |
398 |
219.6 |
Bharti Infratel |
11-Dec-12 |
220 |
4156 |
191 |
-13.1 |
357.10 |
6746 |
2590 |
62.3 |
Power Finan |
10-May-11 |
203 |
4660 |
214 |
5.5 |
205.90 |
4727 |
67 |
1.4 |
Future Cons |
25-Apr-11 |
10 |
750 |
8 |
-17.0 |
21.65 |
1624 |
874 |
116.5 |
Muthoot Fin |
18-Apr-11 |
175 |
901 |
176 |
0.7 |
275.05 |
1417 |
515 |
57.2 |
PTC India Fin |
16-Mar-11 |
28 |
439 |
25 |
-11.1 |
40.00 |
627 |
188 |
42.9 |
Punjab&Sind |
13-Dec-10 |
120 |
480 |
127 |
5.9 |
49.60 |
198 |
-282 |
-58.7 |
A2Z Infra Eng |
8-Dec-10 |
400 |
776 |
329 |
-17.8 |
38.75 |
75 |
-701 |
-90.3 |
Ship Corp |
30-Nov-10 |
140 |
1186 |
143 |
2.4 |
69.25 |
586 |
-599 |
-50.5 |
Claris Life |
24-Nov-10 |
228 |
288 |
206 |
-9.7 |
224.70 |
284 |
-4 |
-1.4 |
Power Grid |
9-Nov-10 |
90 |
7576 |
104 |
15.3 |
166.45 |
14011 |
6435 |
84.9 |
Commer. Eng |
30-Sep-10 |
127 |
172 |
112 |
-11.6 |
16.30 |
22 |
-150 |
-87.2 |
EngineersInd |
27-Jul-10 |
290 |
977 |
312 |
7.6 |
205.65 |
693 |
-284 |
-29.1 |
Parabo Drugs |
14-Jun-10 |
75 |
200 |
65 |
-13.6 |
3.84 |
10 |
-190 |
-94.9 |
Jaypee Infra |
29-Apr-10 |
102 |
2274 |
91 |
-10.5 |
10.84 |
242 |
-2032 |
-89.4 |
Nitesh Estate |
23-Apr-10 |
54 |
405 |
51 |
-5.6 |
13.08 |
98 |
-307 |
-75.8 |
ShGan Jewel |
19-Mar-10 |
260 |
371 |
163 |
-37.2 |
6.75 |
10 |
-361 |
-97.4 |
Rural Electri |
19-Feb-10 |
203 |
3486 |
214 |
5.4 |
197.60 |
3393 |
-93 |
-2.7 |
NTPC |
3-Feb-10 |
201 |
8287 |
210 |
4.4 |
156.10 |
6436 |
-1851 |
-22.3 |
COMPOS-30 |
|
|
44347 |
|
|
|
52042 |
7695 |
17.4 |
The other lead manager, Axis has lent its name to seventeen IPOs during the last six and a half years for collecting an aggregate amount of Rs 13,736 cr. This is worth only Rs 13,099 cr that is a loss of Rs 637 cr (4.6%). Whereas Axis-managed recent IPOs have fetched commendable gains, the 2010-11 vintage ones inflicted heavy losses on the investors. In other words, though Axis may be counted upon for listing gains on its IPOs, there is no guarantee Axis-handled IPO gains will last long.
AXIS GROUP-ASSOCIATED IPOs |
|||||||||
NAME |
IPO |
IPO |
IPO |
LIST |
GAIN |
CURNT |
CUR GAIN |
||
(Value Rs Cr) |
DATE |
PRICE |
VAL |
PRICE |
% |
PRICE |
VAL |
Rs Cr |
% |
Quess Corp |
29-Jun-16 |
317 |
400 |
503 |
58.7 |
495 |
625 |
225 |
56.3 |
Ujjivan Fin |
28-Apr-16 |
210 |
883 |
232 |
10.3 |
412 |
1731 |
848 |
96.1 |
Equitas Hold |
5-Apr-16 |
110 |
2177 |
135 |
23.0 |
174 |
3435 |
1259 |
57.8 |
Narayana Hru |
17-Dec-15 |
250 |
613 |
337 |
34.7 |
295 |
723 |
110 |
17.9 |
Alkem Labs |
8-Dec-15 |
1050 |
1350 |
1381 |
31.6 |
1467 |
1886 |
536 |
39.7 |
Coffee Day |
14-Oct-15 |
328 |
1150 |
270 |
-17.6 |
231 |
810 |
-340 |
-29.6 |
Pennar Eng |
25-Aug-15 |
178 |
156 |
158 |
-11.5 |
183 |
160 |
4 |
2.5 |
Navkar Corp |
24-Aug-15 |
155 |
600 |
166 |
7.4 |
208 |
804 |
204 |
34 |
Syngene |
27-Jul-15 |
250 |
550 |
310 |
24.2 |
417 |
918 |
368 |
67 |
UFO Movie |
28-Apr-15 |
625 |
600 |
599 |
-4.2 |
551 |
529 |
-71 |
-11.8 |
Inox Wind |
18-Mar-15 |
325 |
1037 |
438 |
34.8 |
231 |
736 |
-301 |
-29.1 |
Monte Carlo |
3-Dec-14 |
645 |
350 |
566 |
-12.2 |
426 |
231 |
-119 |
-34 |
Innoventive |
26-Apr-11 |
117 |
217 |
94 |
-20.0 |
4 |
8 |
-210 |
-96.4 |
Orient Green |
21-Sep-10 |
47 |
900 |
45 |
-4.5 |
11 |
204 |
-696 |
-77.3 |
Jaypee Infra |
29-Apr-10 |
102 |
2274 |
91 |
-10.5 |
11 |
242 |
-2032 |
-89.4 |
Mandhana Ind |
27-Apr-10 |
130 |
108 |
134 |
2.8 |
57 |
48 |
-60 |
-55.8 |
Sh Gan Jewel |
19-Mar-10 |
260 |
371 |
163 |
-37.2 |
7 |
10 |
-361 |
-97.4 |
COMPOS-17 |
|
|
13736 |
|
|
|
13099 |
-637 |
-4.6 |