Goodvalue Marketing Company Ltd.

Good Value Marketing Company Limited was incorporated in 1979 and has
 been listed on the Bombay Stock Exchange since 1980.  The Company 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 Company
 is also engaged in multiplying bacterial cultures, fungus culture and
 has conducted in depth research in the ancient vedic knowledge of the
 effect of Herbal extracts on the growth of plants. In January 1994, 3
 Group Companies viz, EcomaxAgro Systems Ltd.. Biosense Crop Protection
 (I) Ltd. and Good Value Agro Products Ltd. have merged with Good Value
 Marketing Company Limited to give a very wide manufacturing base and
 an extensive marketing and distribution network All-India.
 
 Since these Companies were not listed on any Stock Exchange and
 Market Value of the 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 the Companies
 was undertaken before or at the time of merger.
 
 The ratio of exchange of shares fixed was as follows:
 
 (I)Ecomax Agro Systems Ltd.:- 1:8
 i.e. one share of Good Value Marketing Company Ltd. for every eight
 shares of Ecomax Agro Systems Ltd.
 
 (ii)  Biosense Crop Protection (I) Ltd.:- 1:8
 i.e.  one share of Good Value Marketing Company Ltd., for every eight
 shares of Biosense Crop Protection Ltd.
 
 (iii) Good Value Agro Products Ltd.:- 1:5
 i.e. one share of Good Value Marketing Ltd. for every five shares of
 Good Value Agro Products Ltd.
 
 All the foreign collaborators of the merging Companies namely Micron
 Sprayers Ltd., Technoverde Ltd., Powerchute Systems International
 Ltd., Harley Paragliders, a division of Thunder and Colt Ltd.. and
 Russell Fine Chemicals. continue to be collaborators of the merged
 Company viz. Good Value Marketing Company Ltd.  Promoters of Good
 Value Marketing Company Ltd., merged Company, were holding the
 following shares in the merging companies.
 
 Company         Total  Promoter's Percentage  Good Value  No of  
 Manner of
          No.of shares  holding                Marketing   Shares 
 making offer
                                               Co. Ltd.'s  holders
                                           shares acquired
                                          by the Promoters
 (i)Ecomax Agro
 System Ltd. 1,40,02,000 43,76,896   31.26%    547112       40830 
 Pvt. Placement
 
 (ii) Bio Sense Crop
  Protection 
   (I)Ltd.   1,15,62,000 47,65,296   41.22%    595662       29409 
 Pvt. Placement
 
 (iii) Good Value 
  Agro Products 
 Ltd.        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 Company Petition no.598 of 1993.
 
 The brief history of the merged Companies is as follows :-
 
 1. Biosense Crop Protection (India) Limited (BCPL):
 
 The erstwhile BCPL was incorporated on 27th March, 1992. It has
 entered into foreign collaborations [(a) & (b) below] duly approved
 by Reserve Bank of India and are as under:
 
 a) Technoverde Limited of U.K. for manufacture of Bio-Pesticides.
 
 b) Russell Fine Chemicals, U.K.,for the manufacture of Biological
 crop protection products, viz. lures and traps.
 
 c) 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 acres) and Wadwali ( 5 acres) in Wada
 Taluka, Dist. Thane for putting up new factories and for expansion of
 capacity.
 
 The Company has an installed capacity of one million Lures per annum,
 and 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 (EASL):
 
 The erstwhile EASL was incorporated on 16th December, 1991.
 Thereafter the Company has put up production facilities and marketing
 infrastructure as detailed below.
 
 Foreign Collaborations duly approved by RBI:
 
 a) Micron Sprayers Limited, U.K. for manufacture of Control Droplet
 Applicator (CDA) Sprayers for efficient crop spraying.
 
 b) PowerChute Systems International Ltd., U.K. for the manufacture of
 small aeroplane. This aeroplane will be made by Ecomax in India and 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.
 
 c) Harley Paragliders, a Division of Thunder and Colt Ltd. U.K. for
 making the wings for the aeroplane.
 
 Production Facilities:
 
 The erstwhile EASL has set up production facilities at four centres
 They are Ahmednagar, Nare (Wada Taluka, Thane District), Daman and
 Vithalwadi.
 
 Ahmednagar : This factory is manufacturing Neemax which is neem based
 organic manure with insecticidal properties. The existing installed
 capacity is 500 tons and proposed to
 be increased by another 500 tons.
 
 Nare (Dist. Thane): EASL has a factory admeasuring 70,000 sq. ft. for
 the production of plastic components for the CDA sprayers and
 manufacture of Powerchute and 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
 and has started manufacturing CDA sprayers. The advantage to the
 Company 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 the 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 and New
 Delhi. It has recruited qualified staff and Regional Managers and
 have appointed the C & 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 the Company. The products are applied for spraying
 liquid organic manures in farming.
 
 3. Good Value Agro Products Limited (GVAPL):
 
 The erswhile GVAPL was incorporated on 8th January, 1993. It has
 procured large plots of land at Ambiste, Dist. Thane for setting up
 an intergrated dairy complex and has procured different types of
 machinery for the production of milk products and manures.  Proposed
 capacity of production of milk products and 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 and imported machinery and equipment from Alfa Laval,
 Sweden has been received and is awaiting installation. Imported plant
 and machinery from Alpha-Laval, Sweden includes milk parlour, milking
 machine, automatic feed unit & computerised controls. Its production
 facilities will help to increase the production and sale of
 the profitable lines of the 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 the Company and
 balance of Rs. 1.5 crores is to be financed from the proceeds of the
 rights
 issue.
 
 Financial Highlights of the Erstwhile merging Companies as on 31st
 July '93 are as under:-
 
                                          (Rs. in lacs)
 
                   Ecomax      Biosence      Good Value
                     Agro          Crop            Agro
                  Systems    Protection        Products
                      Ltd.  (India) Ltd.            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 and hence no Profit & Loss Accounts
 have been prepared.
 
 The Merged Company Good Value Marketing Company  Limited:
 
 All the Companies have worked in the field of non-toxic, ecological
 agriculture which are complimentary to each other and for the same
 markets i.e. farm inputs and therefore to take the benefit of synergy
 and operation of all of them will go to build up a strong combined
 Company.
 
 With the merger the Company now has 5 Foreign Collaborations, 7
 Factory locations, country-wide network of marketing and sales and a
 pool of technical and managerial talent and is poised for quantum
 growth in the coming years.
 
 2010
 -Registered Office of the Company has been shifted from Mohammedi
 House, G-3, Gr. Floor, 35 B St. Martins Road, Bandra (West), Mumbai
 400050 to 3rd Floor, Industrial Assurance Building, Churchgate,
 Mumbai 400020.