Good Value Marketing Comp. Limited was incorporated in 1979 & has been listed on the Bombay Stock Exchange since 1980. The Comp. is engaged in the manufacture and marketing of organic manures for use on various crops. The Company has the largest farm of earthworms in the country. By a unique proprietary method secretions are collected from the earthworms without harming them for use as liquid organic manures. The Comp. is also engaged in multiplying bacterial cultures, fungus culture & has conducted in depth research in the ancient vedic knowledge of effect of Herbal extracts on the growth of plants. In January 1994, 3 Group Companies viz, EcomaxAgro Systems Ltd.. Biosense Crop Protection [Is] limited & Good Value Agro Products Ltd. have merged with Good Value Marketing Comp. Limited to give a very wide manufacturing base & an extensive marketing & distribution network All-India.
Since these Companies were not listed on any Stock Exchange and Market Value of shares were not available, it was decided to merge the Companies on the basis of their Net Assets value as on 31st July 1993. No revaluation ofAssets of any of Companies was undertaken before or at the time of merger.
The ratio of exchange of shares fixed was as follows:
[Is]Ecomax Agro Systems Ltd.:- 1:8
i.e. one share of Good Value Marketing Comp. limited for every eight shares of Ecomax Agro Systems Ltd.
[iis] Biosense Crop Protection [Is] Ltd.:- 1:8
i.e. one share of Good Value Marketing Comp. Ltd., for every eight shares of Biosense Crop Protection Ltd. [iiis] Good Value Agro Products Ltd.:- 1:5
i.e. one share of Good Value Marketing limited for every five shares of Good Value Agro Products Ltd.
All the foreign collaborators of merging Companies namely Micron Sprayers Ltd., Technoverde Ltd., Powerchute Systems International Ltd., Harley Paragliders, a division of Thunder & Colt Ltd.. & Russell Fine Chemicals. continue to be collaborators of merged Comp. viz. Good Value Marketing Comp. limited Promoters of Good Value Marketing Comp. Ltd., merged Company, were holding the following shares in the merging companies.
Company Total Promoter Percentage Good Value No of Manner of No.of shares holding Marketing Shares making offer Co. Ltd. holders shares acquired by Promoters [is]Ecomax Agro System limited 1,40,02,000 43,76,896 31.26% 547112 40830 Pvt. Placement
[iis] Bio Sense Crop Protection [Is] limited 1,15,62,000 47,65,296 41.22% 595662 29409 Pvt. Placement
[iiis] Good Value Agro Products limited 1,45,00,700 85,10,500 58.69% 1702100 4325 Pvt. Placement
The above scheme was approved by The Bombay High Court on 27.1.1994 in Comp. Petition no.598 of 1993.
The brief history of merged Companies is as follows :-
1. Biosense Crop Protection [Indias] Limited [BCPLs]:
The erstwhile BCPL was incorporated on 27th March, 1992. It has entered into foreign collaborations [[as] and [bs] below] duly approved by Reserve Bank of India & are as under:
as] Technoverde Limited of U.K. for manufacture of Bio-Pesticides.
bs] Russell Fine Chemicals, U.K.,for the manufacture of Biological crop protection products, viz. lures & traps.
cs] National Chemical Laboratory, Pune, Government of India for production of Neem based insecticides.
The erstwhile BCPL has production centre at Vithalwadi, Opp. Railway Station, near Bombay, for manufacturing Bio-Pesticides. It has also a factory at Daman for the production of Pheromone Traps. BCPL has acquired land at Musarne [7 acress] & Wadwali [ 5 acress] in Wada Taluka, Dist. Thane for putting up new factories & for expansion of capacity.
The Comp. has an installed capacity of one million Lures per annum, & two lakhs nos. per annum of Pheromones Traps. The field of Agro Biological is an important and fast growing industry to cater to the farmers demand of Chemical free farming. Its products are well received in the market.
2. Ecomax Agro Systems Limited [EASLs]:
The erstwhile EASL was incorporated on 16th December, 1991. Thereafter the Comp. has put up production facilities and marketing infrastructure as detailed below.
Foreign Collaborations duly approved by RBI:
as] Micron Sprayers Limited, U.K. for manufacture of Control Droplet Applicator [CDAs] Sprayers for efficient crop spraying.
bs] PowerChute Systems International Ltd., U.K. for the manufacture of small aeroplane. This aeroplane will be made by Ecomax in India & it is an inexpensive way and a safe way to fly. The aeroplane is approved by Civil Aviation Authority of U.K. as a powered hang glider and in-principal clearance has been obtained from D.G.C.A., India.
cs] Harley Paragliders, a Division of Thunder & Colt Ltd. U.K. for making the wings for aeroplane.
Production Facilities:
The erstwhile EASL has set up production facilities at four centres They are Ahmednagar, Nare [Wada Taluka, Thane Districts], Daman & Vithalwadi.
Ahmednagar : This factory is manufacturing 'Neemax' which is neem based organic manure with insecticidal properties. The existing installed capacity is 500 tons & proposed to be increased by another 500 tons.
Nare [Dist. Thanes]: EASL has a factory admeasuring 70,000 sq. ft. for production of plastic components for CDA sprayers and manufacture of Powerchute & Paragliders. Proposed installed capacity for manufacturing aeroplanes is 200 nos. per annum
Daman: EASL has secured one readymade industrial gala at Kachigam Daman, it has also secured a plot of land which can construct 30,000 sq. ft. factory at Bhimpur in Daman. The Kachigam unit is equipped & has started manufacturing CDA sprayers. The advantage to the Comp. arising out of this unit will be complete tax holiday for 5 years from the date of commencement of production. Proposed installed capacity for this product will be 50000 Sprayers.
Vithalwadi: EASL has 10,000 sq.ft. of built up industrial space which is being utilised for manufacture of Spray Test Papers currently. Total installed capacity is one billion Nematodes per day.
Marketing Infrastructure:
The erstwhile EASL has established offices at Thane, Calcutta, Hyderabad, Bangalore, Jaipur, Guntur, Coimbatore, Chandigarh & New Delhi. It has recruited qualified staff and Regional Managers & have appointed the C and F Agents at above places.
The marketing organisation is geared for selling all types of products used in agriculture. It is an effective organisation to sell all the products of Company. The products are applied for spraying liquid organic manures in farming.
3. Good Value Agro Products Limited [GVAPLs]:
The erswhile GVAPL was incorporated on 8th January, 1993. It has procured large plots of land at Ambiste, Dist. Thane for setting up an integrated dairy complex & has procured different types of machinery for production of milk products & manures. Proposed capacity of production of milk products & manures are ten thousand tons per annum. These milk products are used for production of ghee. cheese, paneer etc. The factory building is in advanced stage of construction & imported machinery & equipment from Alfa Laval, Sweden has been received & is awaiting installation. Imported plant & machinery from Alpha- Laval, Sweden includes milk parlour, milking machine, automatic feed unit and computerised controls. Its production facilities will help to increase the production & sale of the profitable lines of Good Value Marketing Company Limited. Total cost of project for dairy complex is estimated at Rs 28 crores out of which Rs. 26.5 crores is already incurred by Comp. & balance of Rs. 1.5 crores is to be financed from the proceeds of rights issue.
Financial Highlights of Erstwhile merging Companies as on 31st July '93 are as under:-
[Rs. in lacss]
Ecomax Biosence Good Value Agro Crop Agro Systems Protection Products limited [Indias] limited Ltd.
Share Capital 1400.20 1156.20 1450.07 Share Application - - 586.47 Money Refundable to Director Secured Loans 37.64 150.00 - Fixed Assets 776.80 252.12 68.16 Investments 350.01 330.00 Current Assets 442.00 720.00 45.87
Note :- The erstwhile Companies had not commenced commercial production as at 31st July, 93 & hence no Profit and Loss Accounts have been prepared.
The Merged Comp. Good Value Marketing Comp. Limited:
All the Companies have worked in the field of non-toxic, ecological agriculture which are complimentary to each other & for same markets i.e. farm inputs and therefore to take the benefit of synergy & operation of all of them will go to build up a strong combined Company.
With the merger the Comp. now has 5 Foreign Collaborations, 7 Factory locations, country-wide network of marketing & sales & a pool of technical and managerial talent & is poised for quantum growth in the coming years.