MIRA INFORM REPORT

Report Date :

7^th November, 2006

IDENTIFICATION DETAILS

Name :	ROHA DYECHEM PRIVATE LIMITED
Registered Office :	12, Abhishek Building, 303-307, Samuel Street, Mumbai-400 003, Maharashtra, India
Country :	India
Financials (as on) :	31.03.2004
Date of Incorporation :	11.08.1972
Com. Reg. No.:	11-15941
CIN No.: [Company Identification No.]	U24100MH1972PTC015941
TAN No.: [Tax Deduction & Collection Account No.]	MUMR14793C
PAN No.: [Permanent Account No.]	AAACR4974P
Legal Form :	Private Limited Liability Company
Line of Business :	Manufacturing and Selling of synthetic organic dyestuffs, food colours, acid colours, cosmetic colours, colouring matters, all organic intermediates, etc.

RATING & COMMENTS

MIRA’s Rating :

Aa

RATING		STATUS	PROPOSED CREDIT LINE
71-85	Aa	Possesses adequate working capital. No caution needed for credit transaction. It has above average (strong) capability for payment of interest and principal sums	Large

Maximum Credit Limit :	USD 6750000
Status :	Good
Payment Behaviour :	Regular
Litigation :	Clear
Comments :	Subject is a well established and reputed company having fine track. Directors are experienced, respectable and resourceful industrialists. Their trade relations are fair. Financial position is good. Payments are correct and as per commitments. The company is doing well. It has several joint ventures outside India. Aggregate means of directors are large. The company can be considered good for any normal business dealings.

LOCATIONS

Registered Office :	12, Abhishek Building, 303-307, Samuel Street, Mumbai-400 003, Maharashtra, India
Tel. No.:	91-22-24945924/24939006/24920855
Fax No.:	91-22-24952681/24952631/24939795
E-Mail :	roha@bom3.vsnl.net.in
Website :	http://www.rohadyechem.com
Administrative Office :	Suryodaya Mill Compound, M. P. Mill Road, Tardeo, Mumbai - 400 034, Maharashtra, India
Tel. No.:	91-22-24945924/24939006/24920855
Fax No.:	91-22-24952631/24939795
E-Mail :	roha@bom3.vsnl.net.in
Factory 1 :	MIDC, Plot No. 42, Dhatav, Roha – 402 116, Raigad, Maharashtra, India
Factory 2 :	A44/45, Road No. 2, MIDC, Andheri, Mumbai – 400 093, Maharashtra, India
Tel. No.:	91-22-28271933/ 5/ 7/ 9
Fax No.:	91-22-28302531/ 32
E-Mail :	roha@bom3.vsnl.net.in
Branches :	The company has its branch office in South Africa.

DIRECTORS

Name	Mr. Ramakant J. Tibrewala
Designation	Chairman
Address	503, Ranchsheel Gokuldham, Goregaon (East), Mumbai – 400063, Maharashtra
Date of Birth	21/09/1956
Date of Appointment	15/09/1979
Name	Mr. Srikant J. Tibrewala
Designation	Director
Address	503, Ranchsheel Gokuldham, Goregaon (East), Mumbai – 400063, Maharashtra
Date of Birth	22/06/1958
Date of Appointment	06/08/1979
Name	Mrs. Shushma R. Tibrewala
Designation	Director
Address	503, Ranchsheel Gokuldham, Goregaon (East), Mumbai – 400063, Maharashtra
Date of Birth	18/06/1962
Date of Appointment	08/11/1990

MAJOR SHAREHOLDERS

Names of Shareholders	No. of Shares
Mrs. Anupama S. Tibrewala	16720
Mr. Brijesh R. Tibrewala	36960
Mr. Mahesh R. Tibrewala	33000
Mr. Deepesh S. Tibrewala	11066
Mr. Harsh S. Tibrewala	11000
Deepesh S. Tibrewala (HUF)	12244
Brijesh R. Tibrewala (HUF)	55702
Abhishek Dye Chem Industries Private Limited	198
Jagdishprasad (HUF)	100
Jagdishprasad J. Tibrewala Family Trust	440
Mr. Ramakant J. Tibrewala	21560
Mr. Shrikant J. Tibrewala	5390
Mrs. Sushma R. Tibrewala	15620

BUSINESS DETAILS

Line of Business :

Manufacturing and Selling of synthetic organic dyestuffs, food colours, acid colours, cosmetic colours, colouring matters, all organic intermediates, etc.

Products :

Item Code No.	Product Description
320490	Food Colours
320500	Lake Colours
320429	Acid Colours

Brand Names :

"IDACOL"

PRODUCTION STATUS

Particulars	Unit	Actual Production
Food, Lake & Acid Colour Dyes & Intermediates (including production for captive consumption etc. )	M.T.	4065.60

GENERAL INFORMATION

No. of Employees :	About 300
Bankers :	Ø Bank of India Sion Branch, Sion, Mumbai – 400 022, Maharashtra, India
Facilities :	Rs. 0.300 million dated 22/03/1975 against hypothecation of stocks.

Banking Relations :	Good
Auditors :	V. S. Lalpuria & Company Chartered Accountants
Address :	Banoo Mansion, 2^nd Floor, 16 Nadirsha Sukhia Street, Fort, Mumbai – 400 001, Maharashtra, India
Tel. No.:	91-22-22824932
Associates :	Ø Steinmentz Garments Ø Jagdish Textiles Private Limited Ø Roha (Australia) Pty. Limited Ø Roha (France) S.A.R.L Ø Roha (USA) Limited Ø Roha (Thailand) Limited Ø Roha Caleb (UK) Limited Ø Roha Dyechem (Hong Kong) Limited Ø Roha EPS N.S.L. Ø Roha Euro Limited Ø Roha Jojuz Limited Ø Roha S R L Italy Ø Simpsons (UK) Limited Ø Roha Dyechem (Thailand) Limited Ø Roha Dyechem Vietnam Limited Ø Roha Specialities Incorporation Philippines Ø PT Roha Dyechem Indonesia Ø Abhishek Dyechem Industries Private Limited Ø Adhik Chemicals Private Limited Ø Jagdish Textiles Private Limited Ø Steinmetz Overseas Private Limited Ø Manan Shares and Stock Broking Limited Ø Roha Dyechem Employee Gratuity Trust

CAPITAL STRUCTURE

Authorised Capital :

No. of Shares	Type	Value	Amount
250,000	Equity Shares	Rs. 100/-	Rs.25.000 millions

Issued, Subscribed & Paid-up Capital :

No. of Shares	Type	Value	Amount
220,000	Equity Shares	Rs. 100/-	Rs.22.000 millions

FINANCIAL DATA

[all figures are in Rupees Millions]

ABRIDGED BALANCE SHEET

SOURCES OF FUNDS	31.03.2004	31.03.2003	31.03.2002
SHAREHOLDERS FUNDS
1] Share Capital	22.000	22.000	22.000
2] Reserves & Surplus	1701.065	1342.969	1042.908
NETWORTH	1723.065	1364.969	1064.908
LOAN FUNDS
1] Secured Loans	103.751	59.220	51.336
2] Unsecured Loans	40.647	32.490	321.844
TOTAL BORROWING	144.398	91.710	373.180
DEFERRED TAX LIABILITIES	17.546	3.651	0.000
TOTAL	1885.009	1456.679	1438.088
APPLICATION OF FUNDS
FIXED ASSETS [Net Block]	438.387	206.493	143.045
Capital work-in-progress	24.403	115.544	14.574
INVESTMENTS	220.205	195.612	339.603
CURRENT ASSETS, LOANS & ADVANCES
Inventories	137.155	230.180	166.625
Sundry Debtors	906.311	556.248	535.102
Cash & Bank Balances	38.178	4.808	12.557
Loans & Advances	247.344	226.318	285.493
Total Current Assets	1328.988	1017.554	999.777
Less: CURRENT LIABILITIES & PROVISIONS
Current Liabilities & Provisions	126.974	78.524	58.911
Total Current Liabilities	126.974	78.524	58.911
Net Current Assets	1202.014	939.030	940.866
TOTAL	1885.009	1456.679	1438.088

PROFIT & LOSS ACCOUNT

PARTICULARS	31.03.2004	31.03.2003	31.03.2002
Sales Turnover [including other income]	1357.107	1076.290	1023.591
Profit/(Loss) Before Tax	464.366	362.175	425.220
Provision for Taxation	101.295	57.151	44.500
Profit/(Loss) After Tax	363.071	305.024	380.720
Export Value	1036.768	738.262	708.818
Import Value	99.093	114.387	35.094
Total Expenditure	892.74	714.109	N.A.

KEY RATIOS

PARTICULARS		31.03.2004	31.03.2003	31.03.2002
PAT / Total Income	(%)	26.75	28.34	37.19
Net Profit Margin (PBT/Sales)	(%)	34.21	33.65	41.54
Return on Total Assets (PBT/Total Assets}	(%)	23.08	23.59	28.40
Return on Investment (ROI) (PBT/Networth)		0.27	0.26	0.40
Debt Equity Ratio (Total Liability/Networth)		1.16	1.12	1.40
Current Ratio (Current Asset/Current Liability)		10.46	12.96	16.97

LOCAL AGENCY FURTHER INFORMATION

The company not only manufacture products but also exports this product. It also deals in inorganic chemicals, chemicals products of every nature and uses the raw materials which are used to make products and even the bye-products which are left are also used.

Its product range includes :-

Ø Food Colours

Ø Idalacol Lake Pigments

Ø D and C Colours

Ø F D and C Dyes

Ø F D and C Lakes

Ø Dual Certified Colours

Ø Dual Certified Lakes

Ø Spheroclean

The turnover for the year is Rs. 1314.209 millions as against Rs. 993.279 millions in the previous year indicating a increase of 32.3% over the last year. The year under consideration has been continued to be difficult one due to on going global depression. The year gone by has been highly satisfying particularly having regard to the fact that the Company had to compete in extremely unfavourable market conditions when both volumes and prices have been under pressure. Not with standing the above due to unstinted efforts to management and as a result of improving efficiencies the Company has achieved a higher Turnover.

The company has entered into a joint venture agreement in Australia, Thailand, UK, USA and France. All the above joint ventures are already operational and earning profits. The company has also entered into a joint venture in Russia during the current year.

The company is also reviewing a proposal of setting up a joint venture in Egypt.

The company’s products are food, lake and acid colour dyes & intermediates, which include production of colours which are used for consumption.

Profile

Subject is in the process of being the No. 1 Synthetic food colour manufacture. Subject is a global company with its presence in more than 100 countries with offices, manufacturing facilities and laboratories in 11 countries. ‘Subject is Reliable Partner’ it believes in developing relationships. World best manufacturing facilities. Subject has spend millions of $ in upgrading its plants. Its entire production process is computer controlled, hence untouched by hand. Unique Packaging process, the most modern. Subject has the widest range of colour forms. Products conform to UN food and agriculture organization requirements and regulatory requirements like FDA, EU and WHO Specification and Kosher and Halal Certifitable products.

Subject Co-operates regularly with customers to improve and innovate its products and help customers with providing the state-of-the-art technology in using colours. Subject sells solutions not just a product. Subject has a product for every application. Subject believe in learning and educating ourselves about its product on a regular basis to preempt its requirements.

More than 5% of its turnover is spent on R and D activities. Subject has a combined application experience of its personnel of over 75 years. Its product development turnover is one of the largest in the world. The most dust efficient product has been developed by Roha- Spheroclean ^TM. . The leading colour user customers audit its manufacturing facilities regularly. Subject is most efficient distribution process and fastest delivery scheduled are maintained by subject.

The fixed assets of the company of important value include land, freehold land, factory building, plant & machinery, electrical installations, furniture & fixtures, equipments, vehicles, storage tanks, effluent plants, laboratory instruments, data processing equipments, etc.

CMT REPORT [Corruption, Money laundering & Terrorism]

The Public Notice information has been collected from various sources including but not limited to: The Courts, India Prisons Service, Interpol, etc.

1] INFORMATION ON DESIGNATED PARTY

No records exist designating subject or any of its beneficial owners, controlling shareholders or senior officers as terrorist or terrorist organization or whom notice had been received that all financial transactions involving their assets have been blocked or convicted, found guilty or against whom a judgement or order had been entered in a proceedings for violating money-laundering, anti-corruption or bribery or international economic or anti-terrorism sanction laws or whose assets were seized, blocked, frozen or ordered forfeited for violation of money laundering or international anti-terrorism laws.

2] Court Declaration :

No records exist to suggest that subject is or was the subject of any formal or informal allegations, prosecutions or other official proceeding for making any prohibited payments or other improper payments to government officials for engaging in prohibited transactions or with designated parties.

3] Asset Declaration :

No records exist to suggest that the property or assets of the subject are derived from criminal conduct or a prohibited transaction.

4] Record on Financial Crime :

Charges or conviction registered against subject: None

5] Records on Violation of Anti-Corruption Laws :

Charges or investigation registered against subject: None

6] Records on Int’l Anti-Money Laundering Laws/Standards :

Charges or investigation registered against subject: None

7] Criminal Records

No available information exist that suggest that subject or any of its principals have been formally charged or convicted by a competent governmental authority for any financial crime or under any formal investigation by a competent government authority for any violation of anti-corruption laws or international anti-money laundering laws or standard.

8] Affiliation with Government :

No record exists to suggest that any director or indirect owners, controlling shareholders, director, officer or employee of the company is a government official or a family member or close business associate of a Government official.

9] Compensation Package :

Our market survey revealed that the amount of compensation sought by the subject is fair and reasonable and comparable to compensation paid to others for similar services.

10] Press Report :

No press reports / filings exists on the subject.

CORPORATE GOVERNANCE

MIRA INFORM as part of its Due Diligence do provide comments on Corporate Governance to identify management and governance. These factors often have been predictive and in some cases have created vulnerabilities to credit deterioration.

Our Governance Assessment focuses principally on the interactions between a company’s management, its Board of Directors, Shareholders and other financial stakeholders.

CONTRAVENTION

Subject is not known to have contravened any existing local laws, regulations or policies that prohibit, restrict or otherwise affect the terms and conditions that could be included in the agreement with the subject.

FOREIGN EXCHANGE RATES

Currency	Unit	Indian Rupees
US Dollar	1	Rs.44.45
UK Pound	1	Rs.84.83
Euro	1	Rs.57.12

SCORE & RATING EXPLANATIONS

SCORE FACTORS	RANGE	POINTS
HISTORY	1~10	8
PAID-UP CAPITAL	1~10	8
OPERATING SCALE	1~10	8
FINANCIAL CONDITION
--BUSINESS SCALE	1~10	8
--PROFITABILIRY	1~10	8
--LIQUIDITY	1~10	8
--LEVERAGE	1~10	8
--RESERVES	1~10	8
--CREDIT LINES	1~10	8
--MARGINS	-5~5	--
DEMERIT POINTS
--BANK CHARGES	YES/NO	YES
--LITIGATION	YES/NO	NO
--OTHER ADVERSE INFORMATION	YES/NO	NO
MERIT POINTS
--SOLE DISTRIBUTORSHIP	YES/NO	NO
--EXPORT ACTIVITIES	YES/NO	YES
--AFFILIATION	YES/NO	YES
--LISTED	YES/NO	NO
--OTHER MERIT FACTORS	YES/NO	YES
TOTAL		72

This score serves as a reference to assess SC’s credit risk and to set the amount of credit to be extended. It is calculated from a composite of weighted scores obtained from each of the major sections of this report. The assessed factors and their relative weights (as indicated through %) are as follows:

Financial condition (40%) Ownership background (20%) Payment record (10%)

Credit history (10%) Market trend (10%) Operational size (10%)

RATING EXPLANATIONS

RATING		STATUS	PROPOSED CREDIT LINE
>86	Aaa	Possesses an extremely sound financial base with the strongest capability for timely payment of interest and principal sums	Unlimited
71-85	Aa	Possesses adequate working capital. No caution needed for credit transaction. It has above average (strong) capability for payment of interest and principal sums	Large
56-70	A	Financial & operational base are regarded healthy. General unfavourable factors will not cause fatal effect. Satisfactory capability for payment of interest and principal sums	Fairly Large
41-55	Ba	Overall operation is considered normal. Capable to meet normal commitments.	Satisfactory
26-40	B	Unfavourable & favourable factors carry similar weight in credit consideration. Capability to overcome financial difficulties seems comparatively below average/normal.	Small
11-25	Ca	Adverse factors are apparent. Repayment of interest and principal sums in default or expected to be in default upon maturity	Limited with full security
<10	C	Absolute credit risk exists. Caution needed to be exercised	Credit not recommended
NR		In view of the lack of information, we have no basis upon which to recommend credit dealings	No Rating

PRIVATE & CONFIDENTIAL : This information is provided to you at your request, you having employed MIPL for such purpose. You will use the information as aid only in determining the propriety of giving credit and generally as an aid to your business and for no other purpose. You will hold the information in strict confidence, and shall not reveal it or make it known to the subject persons, firms or corporations or to any other. MIPL does not warrant the correctness of the information as you hold it free of any liability whatsoever. You will be liable to and indemnify MIPL for any loss, damage or expense, occasioned by your breach or non observance of any one, or more of these conditions