MIRA INFORM REPORT

Report Date :

16.03.2007

IDENTIFICATION DETAILS

Correct Name :	BOSTIK FINDLEY INDIA PRIVATE LIMITED
Registered Office :	124/1 & 124/2A, Kachanayakanahalli, Beh. Bommasandra Industrial Area, Bangalore – 562106
Country :	India
Financials (as on) :	31.12.2005
Date of Incorporation :	10.09.2001
Com. Reg. No.:	08-29520
CIN No.: [Company Identification No.]	U24241KA2001PTC029520
TAN No.: [Tax Deduction & Collection Account No.]	BLRB01477A
Legal Form :	Private Limited Liability Company
Line of Business :	Manufacturers, Importers and Exporters of Industrial Adhesives and wide range of Flexible Packaging Lamination Adhesives.

RATING & COMMENTS

MIRA’s Rating :

Ba

RATING		STATUS	PROPOSED CREDIT LINE
41-55	Ba	Overall operation is considered normal. Capable to meet normal commitments.	Satisfactory

Maximum Credit Limit :	USD 975000
Status :	Good
Payment Behaviour :	Regular
Litigation :	Clear
Comments :	Subject is a well established company having satisfactory track. Directors are reported as experienced, respectable and having satisfactory means of their own. Their trade relations are fair. Financial position is good. Payments are correct and as per commitments. The company can be considered good for normal business dealings. It can be considered as a promising business partner in a medium to long-run.

LOCATIONS

Registered/Head Office/Factory :	124/1 & 124/2A, Kachanayakanahalli, Beh. Bommasandra Industrial Area, Bangalore – 562106
Tel. No.:	91-80-27833520/27831324
Fax No.:	91-80-27832405
E-Mail :	ganeshan@bostikindia.com
Website :	http://www.bostik.com
Area :	Subject operates from caption owned office cum factory premises of area admeasuring 3 acres land area and 150,000 sq. fts. built up area.
Branches :	Located at :- Thane – 400 607, Maharashtra

DIRECTORS

Name :	Mr. V. M. Ganeshan
Designation :	Managing Director
Address :	1264/16, 32, G Cross, 28^th Main, 4^th T Block, Jayanagar
Date of Birth/Age :	22.09.1957
Date of Appointment :	24.04.2000
Name :	Mr. Prsenjit Roy
Designation :	Whole Time Director
Date of Birth/Age :	41 Years
Name :	Mr. D. Wasyl Boledzink (Australia)
Designation :	Director
Address :	3, Chiff Street, Essendon, Victoria, Australia
Date of Birth/Age :	21.12.1950
Date of Appointment :	18.10.2000
Name :	Mr. Subramanian Neelakantan
Designation :	Director
Date of Birth/Age :	56 Years
Name :	Mr. T R Raghuraman
Designation :	Director
Address :	Flat No. 8, OM Villa, Plot No. 57 & 61, Sector No. 21, Nerul
Date of Appointment :	11.11.2005

Name :	Mr. S Ramakumar
Designation :	Director
Address :	No. 90, 2^nd Main Road, KHB Colony, Gandhi Nagar Extension, Yelahanka
Date of Birth/Age :	31.01.1963
Date of Appointment :	26.06.2001

MAJOR SHAREHOLDERS / SHAREHOLDING PATTERN

Names of Shareholders	No. of Shares
Mr. V. M. Ganeshan	3
Bostik Australia Pty Limited, Australia	10255997

BUSINESS DETAILS

Line of Business :	Manufacturers, Importers and Exporters of Industrial Adhesives and wide range of Flexible Packaging Lamination Adhesives.
Products :	Industrial Adhesives Adhesives Aids
Exports :
Countries :	UK
Imports :
Countries :	UK, Europe and Hongkong
Terms :
Selling :	D/A terms

PRODUCTION STATUS

Particulars	Unit	Actual Production
Industrial Adhesives	Tonnes	2032
Adhesives Aids	Tonnes	368

GENERAL INFORMATION

Customers :	Bostik Findley Limited, U.K.
No. of Employees :	60 persons (Estimated)
Bankers :	Not Available
Facilities :	--

Banking Relations :	Good
Auditors :
Name :	Mr. Bharat S. Raut Chartered Accountant
Address :	Vittal Mallya Road, Bangalore – 560 001, Karnataka
Memberships :	Nil
Collaborators :	Nil
Associates/Subsidiaries :	Bostik Findley Limited, U.K.

CAPITAL STRUCTURE

Authorised Capital :

No. of Shares	Type	Value	Amount
16,00,000	Equity Shares	Rs. 10/- Each	Rs. 160.000 millions

Issued, Subscribed & Paid-up Capital :

No. of Shares	Type	Value	Amount
10,256,000	Equity Shares	Rs.10/- Each	Rs. 102.560 millions

FINANCIAL DATA

[all figures are in Rupees Millions]

ABRIDGED BALANCE SHEET

SOURCES OF FUNDS		31.12.2005	31.12.2004
SHAREHOLDERS FUNDS
1] Share Capital		102.560	102.560
2] Share Application Money		0.000	0.000
3] Reserves & Surplus		142.580	101.979
4] (Accumulated Losses)		0.000	0.000
NETWORTH		245.140	204.539
LOAN FUNDS
1] Secured Loans		0.000	0.000
2] Unsecured Loans		21.060	9.000
TOTAL BORROWING		21.060	9.000
DEFERRED TAX LIABILITIES		3.990	4.402
TOTAL		270.190	217.941
APPLICATION OF FUNDS
FIXED ASSETS [Net Block]		72.841	60.640
Capital work-in-progress		4.630	0.878
INVESTMENT		0.000	0.000
DEFERREX TAX ASSETS		0.000	0.000
CURRENT ASSETS, LOANS & ADVANCES
	Inventories	72.275	81.175
	Sundry Debtors	147.182	116.445
	Cash & Bank Balances	26.031	25.046
	Other Current Assets	0.000	0.000
	Loans & Advances	28.028	16.458
Total Current Assets		273.516	239.124
Less : CURRENT LIABILITIES & PROVISIONS
	Current Liabilities	73.032	78.745
	Provisions	7.765	5.008
Total Current Liabilities		80.797	83.753
Net Current Assets		192.719	155.371
MISCELLANEOUS EXPENSES		0.000	1.052
TOTAL		270.190	217.941

PROFIT & LOSS ACCOUNT

PARTICULARS	31.12.2005	31.12.2004
Sales Turnover [including other income]	450.481	365.988
Profit/(Loss) Before Tax	62.956	62.348
Provision for Taxation	22.355	23.134
Profit/(Loss) After Tax	40.601	39.214
Export Value	21.498	33.398
Import Value	97.577	97.704
Expenditure	387.525	303.640

KEY RATIOS

PARTICULARS		31.12.2005	31.12.2004
PAT / Total Income	(%)	9.01	10.71
Net Profit Margin (PBT/Sales)	(%)	13.96	17.03
Return on Total Assets (PBT/Total Assets}	(%)	18.17	20.79
Return on Investment (ROI) (PBT/Networth)		0.25	0.30
Debt Equity Ratio (Total Liability/Networth)		0.41	0.45
Current Ratio (Current Asset/Current Liability)		3.38	2.85

LOCAL AGENCY FURTHER INFORMATION

HISTORY

Subject was incorporated on 8^th October, 1999 at Bangalore in Karnataka under the name and style of Bostik India Private Limited having Company Registration Number 90409.

The name of the company has been changed to the present from 13^th October, 20001.

The registered office of the company has been shifted to the Karnataka as per CLN order dated 4^th July 2001, which was registered by the ROC, Karnataka, with a new Company Registered Number is 29520 w.e.f. 10^th September, 2001.

Operation

The general economic condition in India improved and the growth rate was sustained during 2005. The manufacturing and services sector witnessed significant growth. The GDP Growth is estimated to be 8-9% at the end of the current fiscal year.

The company achieved an impressive growth of 23% in turnover. Despite intense competition the footwear adhesives business grew by about 25% through increased share in the domestic market. Flexible packaging clocked 278 tonnes in volume terms amounting to Rupees 24 Million. The construction adhesives and scablands business achieved a turnover of Rs. 34.000 Millions

Net sales for the year was at Rs. 450.000 Millions. Profit before tax at Rs. 62.960 Millions to Rs. 62.340 Millions for the year 2004

Pressure on the Margin

During the year under review because of volatility in the world oil prices and the ever soaring crude oil prices throughout the year, the prices of the raw materials had gone up. This had resulted in crosion in the margins of the company. This was more pronounced in the synthetic rubber adhesives. There was a raise in the packing material cost also as the steel prices went up

Competition

Their company is facing competition both from indigenous sources and from imported materials. The company, being aware of this thrent had initiated measures materials like value engineering maintained and improvement of quality to meet the customers claimed and the competition. As before the company had maintained close business relations with the customers to attend to their needs in a timely and efficient manner

Quality Certification

As part of their company’s commitment to quality the company had initiated various measures to meet the requirements of ISO certification I am happy to inform that during that the year under review company had obtained ISO certification from DNV

Consignment Agency

During the under review their company had entered into a consignment agency agreement with M/s. Multi Star Chemicals, Aurangabad to market their products in the Western India Market. Initially the company had decided to market the lamination adhesive range through this agent which may be expanded to other range of products as well.

Future Outlook

The company will consolidate its position in footwear adhesives business locally and develop export markets Middle East. The existing export market will also be strengthened by way of offering a varied product range and improved quality products. In this products range there have been good enquiries from the group companies as well. Their company will be considered own of various products to inversed the over all market share of the company in various range of Adhesives

In the construction Chemicals Division there will be good growth compared to 2005 with increased selling of both trade and own products, establishment of dealer and condiment agency network and increase the production tonnage and range of product by planning to install equipment to products liquids and admixture

As a measure to sustain the profitability the company had gone for various cost reduction measures including having its packing material job manufactured value engineering of its production process etc. The efforts of these measures are likely fructify during the current and in the cnsuing year.

Fixed Assets

v Land

v Building

v Plant & Machinery

v Furniture & Fixture

As per website details

History

1st October 2004 : BOSTIK FINDLEY becomes BOSTIK

Bostik Findley was formed in 2001 as a result of the merger of two of France’s largest oil & gas Company Total Fina and Elf Aquitaine, and their two Adhesives Companies, Bostik and Ato Findley.

Bostik is a company with a long and rich history. It was founded as the Boston Blacking Co. in Chelsea Massachusetts in 1889. It has its origins in the shoe industry and shoe adhesives. It was taken over by USM (United Shoe Machinery) in 1929 and was developed on a global scale, focusing on the shoe industry until the 1950's when the company embarked on international expansion and diversification.

In 1990, Bostik was purchased by TOTAL, the French petroleum oil company, which carried on growing Bostik by merging it with its own adhesives affiliates, and through a steady acquisition policy which gradually brought Bostik among the leading players.

Ato Findley created in 1996 was founded through the merger of three companies :

-Ceca Adhesives : the adhesive branch of Elf Atochem and the top-ranking adhesive specialist in France (Sader, Quelyd)with European strength and a growing worldwide presence.

-Findley Adhesives : an American company, world leader in the disposable non-woven products market.
-Laporte Adhesives and Sealants : the leader in the United Kingdom and Ireland (under the Evo-Stik and Sovereign brand names) with a rapidly growing share of the Dutch (Simson) and German (Hey’di) markets.

This merger brought together two organizations rich with history and allow the new born company, Bostik, to be one of the leading company on the worldwide adhesives and sealants market.

Key figures

• BOSTIK is the global partner in adhesives and sealants
• Bostik is now a worldwide company of 4,500 employees with 55 production facilities and sales operations in 46 countries across five continents.
• With sales of 1.3 billions Euros in 2005, Bostik is a leader in the global adhesives and sealants marketplace with a balanced presence in the 3 major segments : industrial, construction, and consumer market.
• Bostik ‘s parent Company is TOTAL
  With sales of 143 billions € in 2005, TOTAL is the n°4 worldwide Oil and Gas company.

Bostik 2006 Innovation Awards  (18/01/2007)

They are very pleased to announce the outcome of Bostik’s 2006 Innovation Awards contest. The trophies have been awarded during a ceremony held in Paris on January 10th2007.

The winners are :

Category “Product of the year”

“Aquablocker MS-Polymer waterproofing membrane” from Germany

“New polyolefin hot-melt technology platform” from USA

Category “All Innovators”

“Flashing tape butyl extrusion process” from USA

Category “Best Duplication”

“Edge banding HMA production line in China from China and USA

“An Innovation Special Award" was granted to Philip DERBY and PaulO’DWYER (Ireland), for the design, implementation and outstanding success of the “Bostik European Product and Marketing Innovation Forum” that they have organized in Dublin each year since 2004.

The objective of the Innovation Awards is to recognize all significant innovation initiatives of Bostik employees around the world, and to reward the most outstanding achievements. Innovation is at the heart of their strategy; and their ability to become a truly innovative company is one of the key success factors in order to meet their ambition to become an undisputed leader in adhesives and sealants.

The 2006 contest was an enormous success. Not only the number of innovations presented hit a record with 61 applications, from 13 different countries, but the quality of the projects and their overall impact on Bostik success have been very impressive, and clearly illustrate the commitment of their teams to implement innovations.
They are on the right path to achieve their goal of becoming a world reference in innovation in the adhesive world. They must continue steadily on this path.

Congratulations to the award winners, many thanks to all participants for their contribution.

New aquisition for Bostik  (08/01/2007)

Bostik recently acquired Dupont de Nemours adhesives business for the flexible packaging market.

This 22 million Euros business, operating under the Herberts® brand, owns strong technologies supporting a leading position on this market, This acquisition reinforces the presence of Bostik in flexible packaging by extending both its product range and its geographic coverage.

This transaction is part of Bostik’s strategy of targeted acquisitions intended to increase its market share on growth markets.

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.44.22
UK Pound	1	Rs.85.51
Euro	1	Rs.58.47

SCORE & RATING EXPLANATIONS

SCORE FACTORS	RANGE	POINTS
HISTORY	1~10	6
PAID-UP CAPITAL	1~10	6
OPERATING SCALE	1~10	6
FINANCIAL CONDITION
--BUSINESS SCALE	1~10	6
--PROFITABILIRY	1~10	6
--LIQUIDITY	1~10	6
--LEVERAGE	1~10	6
--RESERVES	1~10	6
--CREDIT LINES	1~10	6
--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		54

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