MIRA INFORM REPORT

Report Date :

22.03.2007

IDENTIFICATION DETAILS

Name :	SAHYADRI INDUSTRIES LIMITED
Registered Office :	39 / D, Gultekdi, J. N. Marg, Pune – 411 037, Maharashtra
Country :	India
Financials (as on) :	31.03.2006
Date of Incorporation :	13.06.1994
Com. Reg. No.:	11-78941
CIN No.: [Company Identification No.]	U26956PN1994PTC078941
TAN No.: [Tax Deduction & Collection Account No.]	PNEN00756A
PAN No.: [Permanent Account No.]	AAACN5870A
Legal Form :	Private limited liability company
Line of Business :	To manufacture, assemble, purchase, sell, import, export and otherwise deal in asbestos cement products such as roofing sheets, pressure pipes, Hume pipes, plain sheets, asbestos pipes accessories of all these items and goods of any kind made wholly or partly of asbestos and or cement. To manufacture, assemble, purchase, sell, import, export and otherwise deal in PVC Pipes, GI pipes. To manufacture, buy sell, import, export, use, install, hire, let on hire, repair, assemble, deal in or trade in wind mills, solar energy systems, batteries and all kinds of conventional and non conventional power generation plants, stations and to carry on business of generation, storing, supply, distributions of all kinds of energies, power including electricity. Further to avail all benefits and/or sell and/or transfer the same with or without consideration to third parities as per Government policy.

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 4500000
Status :	Satisfactory
Payment Behaviour :	Regular
Litigation :	Clear
Comments :	Subject is a well-established and reputed company having satisfactory track. Directors are reported as experienced and respectable businessmen. Trade relations are reported as fair. Business is active. Payments are usually correct and as per commitments. The company can be considered normal for business dealings at usual trade terms and conditions.

LOCATIONS

Registered Office :	39 / D, Gultekdi, J. N. Marg, Pune – 411 037, Maharashtra, INDIA
Tel. No.:	91-20-22644625 / 22644626 / 22644627
Fax No.:	91-20-22658888
E-Mail :	poonam@pn2.vsnl.net.in
Website :	http://www.silworld.in
Location :	Owned
Factory 1 :	Gat No. 322 / 323, Village Kedgaon, Tal. Daund, Dist. Pune, Maharashtra
Area :	8696 Sq. Mtrs.
Location :	Owned
Sales Offices :	Located At : Nashik, Kolhapur, Nagpur, Hyderabad, Vijaywada, Yanam, Bangalore, Hubli, Hosur, Brahmavar, Indore, Baroda, Surat and Silvassa

DIRECTORS

Name :	Mr. Purshottam L. Patel
Designation :	Whole Time Director
Address :	Shreedarshan 584/2, Salisbury Park, Pune-411037, Maharashtra
Date of Birth/Age :	10.10.1942
Date of Appointment :	01.04.1997
Name :	Mr. Vallabhbhai L. Patel
Designation :	Managing Director
Address :	Shreedarshan 584/2, Salisbury Park, Pune-411037, Maharashtra
Date of Birth/Age :	27.09.1953
Date of Appointment :	30.06.1994
Name :	Mr. Jayesh P. Patel
Designation :	Executive Director
Address :	Shreedarshan 584/2, Salisbury Park, Pune-411037, Maharashtra
Date of Birth/Age :	09.01.1969
Date of Appointment :	15.01.1999
Name :	Mr. Satyen V. Patel
Designation :	Director Commercial
Address :	Shreedarshan 584/2, Salisbury Park, Pune-411037, Maharashtra
Date of Birth/Age :	17.03.1977
Date of Appointment :	01.08.1998
Name :	Mr. Dinyar Kasad
Designation :	Wholetime Director
Address :	Plot No. 3, Sector 27, PCNT, Nigdi, Pune-411037, Maharashtra
Date of Birth/Age :	04.04.1943
Date of Appointment :	15.01.1999
Name :	Mr. Suresh Koshti
Designation :	Director
Address :	5, Kanchanganga Society, Bibewadi, Pune-411.37, Maharashtra
Date of Birth/Age :	01.11.1947
Date of Appointment :	10.06.2005
Name :	Mr. Madhav Kulkarni
Designation :	Director
Address :	17/2, Vandan Karvenagar, Pune-411052, Maharashtra
Date of Birth/Age :	01.11.1944
Date of Appointment :	10.06.2005
Name :	Mr. Suresh Uddhav Joshi
Designation :	Director
Address :	15, Akshay, Eknath Nagar, Pune-411037, Maharashtra
Date of Birth/Age :	01.11.1944
Date of Appointment :	10.06.2005
Name :	Mr. Chirag Pravin Shah
Designation :	Director
Address :	40/1, Usha Apartments, Fatima Nagar, Pune-411013, Maharashtra
Date of Birth/Age :	02.02.1979
Date of Appointment :	30.01.2006
Name :	Mr. Jaykumar Ganpatrao Awate
Designation :	Director
Address :	H-16/2-22, Shri Rang Park, Parvati, Pune-411009, Maharashtra
Date of Birth/Age :	09.10.1943
Date of Appointment :	30.01.2006

KEY EXECUTIVES

Name :	Ms. Poonam Chhatre
Designation :	Company Secretary
Address :	6, Ravindra Society, Padmavati, Pune-411009, Maharashtra
Date of Birth/Age :	12.05.1976
Date of Appointment :	01.03.2005
Name :	Mr. R. Ramkumar
Designation :	Company Secretary
Address :	Old No.3, New No.5, Murthy Street, West Mambalam, Chennai-600033, Tamilnadu, India
Name :	Mr. Mayuresh Purshottam Vaze
Designation :	Company Secretary
Address :	826, Sadashiv Peth, Kanitkar Path, Pune-411030, Maharashtra
Date of Birth/Age :	15.12.1973
Date of Appointment :	11.12.2006

MAJOR SHAREHOLDERS / SHAREHOLDING PATTERN

Names of Shareholders	No. of Shares
Mr. Purshottam L Patel	644800
Mr. Vallabhbhai L Patel	1307800
Mr. Jayesh P Patel	521300
Mr. Satyen P Patel	153400
Mr. V L Patel (HUF)	1300
Mrs. Parvati V Patel	117000
Mr. Jignesh V Patel	66300
Mr. Vipul V Patel	1300
Mr. P L Patel (HUF)	1300
Mrs. Bharati P Patel	521300
Mr. Chetan P Patel	521300
Mr. Vipul Patel	65000
Mrs. Geeta Patel	455000
Mrs. Harsha Patel	520000
Mrs. Purna Patel	520000
Mrs. Shilpa Patel	541450
Mrs. Tilochana Patel	541450
Total	6500000

BUSINESS DETAILS

Line of Business :	To manufacture, assemble, purchase, sell, import, export and otherwise deal in asbestos cement products such as roofing sheets, pressure pipes, Hume pipes, plain sheets, asbestos pipes accessories of all these items and goods of any kind made wholly or partly of asbestos and or cement. To manufacture, assemble, purchase, sell, import, export and otherwise deal in PVC Pipes, GI pipes. To manufacture, buy sell, import, export, use, install, hire, let on hire, repair, assemble, deal in or trade in wind mills, solar energy systems, batteries and all kinds of conventional and non conventional power generation plants, stations and to carry on business of generation, storing, supply, distributions of all kinds of energies, power including electricity. Further to avail all benefits and/or sell and/or transfer the same with or without consideration to third parities as per Government policy.
Products :	v Asbestos Sheets and Accessories v Fibre
Imports :
Products :	Fibre
Countries :	Russia, Brazil, Canada, South Africa and Zimbabwe

GENERAL INFORMATION

No. of Employees :

500

Bankers :

v The Cosmos Co-operative Bank Limited, Vijay House, Sachapir Street, Camp Branch, Pune – 411 001, Maharashtra v The United Western Bank Limited, Laxmi Road Branch, Pune – 411 002, Maharashtra v Oriental Bank of Commerce, Synagogue Street, Camp Branch, Pune – 411 001, Maharashtra v The Cosmos Co-operative Bank Limited, 269/270, Shaniwar Peth, Pune-411030 v Corporation Bank, Camp Branch, Pune v Indian Overseas Bank, Wonderland, Camp, Pune

Banking Relations :	Satisfactory
Auditors :
Name :	Parag Patwa & Associates Chartered Accountants
Address :	313, Patil Plaza Building, Mitra Mandal Chowk, Pune-411037, Maharashtra
Parent Company :	Poonam Roofing Products Limited Manufacturing asbestos, cement, corrugated sheets and accessories
Associates/Subsidiaries :	Swastik Asbestos Products Limited Manufacturers of AC pipes and accessories

CAPITAL STRUCTURE

Authorised Capital :

No. of Shares	Type	Value	Amount
11000000	Equity Shares	Rs.10/- each	Rs.110.000 millions

Issued, Subscribed & Paid-up Capital :

No. of Shares	Type	Value	Amount
9561500	Equity Shares	Rs.10/- each	Rs.95.615 millions

FINANCIAL DATA

[all figures are in Rupees Millions]

ABRIDGED BALANCE SHEET

SOURCES OF FUNDS		31.03.2006	31.03.2005
SHAREHOLDERS FUNDS
1] Share Capital		95.615	102.500
2] Share Application Money		0.000	0.000
3] Reserves & Surplus		229.773	85.525
4] (Accumulated Losses)		0.000	0.000
NETWORTH		325.388	188.025
LOAN FUNDS
1] Secured Loans		536.632	108.645
2] Unsecured Loans		241.044	115.568
TOTAL BORROWING		777.676	224.213
DEFERRED TAX LIABILITIES		33.830	18.141
TOTAL		1136.894	430.379
APPLICATION OF FUNDS
FIXED ASSETS [Net Block]		473.290	142.840
Capital work-in-progress		101.895	77.004
INVESTMENT		2.463	26.342
DEFERREX TAX ASSETS		0.000	0.000
CURRENT ASSETS, LOANS & ADVANCES
	Inventories	402.376	63.416
	Sundry Debtors	74.782	58.593
	Cash & Bank Balances	132.171	53.901
	Other Current Assets	0.000	0.000
	Loans & Advances	369.731	163.467
Total Current Assets		979.060	339.377
Less : CURRENT LIABILITIES & PROVISIONS
	Current Liabilities	285.622	100.046
	Provisions	144.311	61.325
Total Current Liabilities		429.933	161.371
Net Current Assets		549.127	178.006
MISCELLANEOUS EXPENSES		0.807	0.561
Preoperative Expenses		9.312	5.626
TOTAL		1136.894	430.379

KEY RATIOS

PARTICULARS		31.03.2006	31.03.2005
PAT / Total Income	(%)	NA	NA
Net Profit Margin (PBT/Sales)	(%)	NA	NA
Return on Total Assets (PBT/Total Assets}	(%)	NA	NA
Return on Investment (ROI) (PBT/Networth)		NA	NA
Debt Equity Ratio (Total Liability/Networth)		3.71	2.05
Current Ratio (Current Asset/Current Liability)		2.28	2.10

LOCAL AGENCY FURTHER INFORMATION

Form 8 Particular for creation or modification of charges

Name of the company	NEW SAHYADRI INDUSTRIES LIMITED
Presented By	Mr. S V Patel, Director
1) Date and description of instrument creating the change	29.08.2003 Indenture of mortgage
2) Amount secured by the charge/amount owing on the securities of charge	Rs.144.500 millions
3) Short particular of the property charged. If the property acquired is subject to charge, date of the acquired of the property should be given	All piece and parcel of land lying and being situated at Gate No.14, Area 0, Hectare 81R and Gate No.15 Area 7, Hectare 60R at Village Kedgaon, Taluka Daund, District Pune
4) Gist of the terms and conditions and extent and operation of the charge.	Interest – 2% above PLR, i.e. 13.5% p.a. Margin- 25% on stock and book debts period - payable on demand The bank has parri passu charge over the assets of thecompan with other banks in consortium excluding those assets financed byu other baks/financiall institutions.
5) Name and Address and description of the person entitled to the charge.	The Cosmos Co-operative Bank Limited 269/270, Shaniwar Peth, Pune-411030 Oriental Bank of Commerce Synagogue Street, Camp, Pune Corporation Bank Camp Branch, Pune Indian Overseas Bank Wonderland, Camp, Pune
6) Date and brief description of instrument modifying the charge	Indenture of mortgage dated 29.03.2004
7) Particulars of modifications specifying the terms and conditions or the extent of operations of the charge in which modification is made and the details of the modification.	Total limit extended up to Rs.192.500 millions by availing additional financial assistance for Rs.48 millions from Cosmos Co-operative Bank Limited and Indian Overseas Bank Limited, and the other banks, i.e. Corporation Bank Limited and Oriental Bank of Commerce are consenting parties to the same.

INDUSTRY

The domestic cement industry with an installed capacity of 109.30 mn tonnes (mn tpa) – consisting of 100.30 mn tpa in large plants and 9 mn tpa in white and mini cement plants – and production of 83.16 mn tonnes (FY98) has a market size of approx. Rs.140 bn. The industry is planning to add new capacity (including expansion projects) aggregating 7.65 mn tpa in FY99, of which 5.85 mn tpa had been commissioned by November, 1998.

FY’97 was a bad year for the cement industry as prices kept declining throughout the year due to substantial capacity build up in the last few years. Moreover, cost of production and freight cost increased putting pressure on the operating margins. Government has freed grades A, B, C and D of coal from price control. Price of grade D coal, which is used in the manufacture of cement, was raised by 25 – 30% in April 1997.

Fiscal 98 ended with a production increase of 9 percent almost same as recorded in the preceding year. The increase was concentrated in the second half (13 percent) as against 5 percent growth in the first half. The Indian cement industry is passing through a glut phase as increase in the aggregate installed capacity has outpaced growth in demand. Capacity additions over fical94-98 was about 25 million tonnes (a increase of 33 percent). While the overall demand growth was decent at around 9 percent, the price realisation was very poor. Lower realisation has adversely impacted the profitability of industry which is compounded by the increase in the input cost such as freight, power and coal, putting a squeeze on the margins. Cement prices, which weakened substantially during 1997-98 shown signs of recovery in Q1FY99.

BUSINESS

The company is engaged in manufacturing of asbestos, cement and corrugated sheets.

Website Details :

Subject is a well known group in Building Material Industry based at Pune. The group founded by Late Shri. L. B. Patel, who ventured into the trade to timber and building materials, sensing the Urban and Rural needs for developing shelters to people of all income groups way back in 1947.

Excellence speaks through commitment. They at Swastik, are commited to value added sales. They give high quality products to their big list of satisfied Customers.

Both the units of Swastik put together has got a capacity of over 10 million sq. metres per annum at present. Swastik group is professionally managed by Experienced and highly qualified Executives supported by an online computerized Management Information System. Swastik sheets reach their customers through well-planned marketing strategy. It covers many states, i.e. from Rajasthan to Kerala of India through a network of company depots and over 1000 stockists.

Clients

They, at Swastik, are committed to value added sales. The technology at Swastik is consistently updated, well trained project sales Division, keep close contact with Architects, Engineers for technical co-ordinations to ensure the benefits of products and that they reach end users.

Swastik fibre cement products are manufactured using high quality cement and imported fibre. All the raw materials are subjected to strict quality control tests before being used in the process. The finished products are also subjected to all relevant tests to ensure high quality consistency.

The company also regularly exports materials to Middle East and African Countries. They have very many customers who are satisfied with their quality and services.

Products

They at Swastik manufacture corrugated sheets required for roofing purpose and also the various accessories required for roofing purpose. Thus SWASTIK has the entire range of roofing systems, irrespective of the type of construction and place where it is required and whatever be the climatic conditions.

Be it a North Light Roof or a Monitor Roof or a Hip Roof, SWASTIK has anything and everything that is required for the roofing purpose.

The roofing accessories are designed to meet the most modern aesthetic buildings and the accessories are capable to take care of the ventilation and natural lighting arrangements without any power requirement and work round the clock.

Inspite of the above large range of roofing accessories, in case any client desires to have any special roofing

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.43.70
UK Pound	1	Rs.85.90
Euro	1	Rs.58.25

SCORE & RATING EXPLANATIONS

SCORE FACTORS	RANGE	POINTS
HISTORY	1~10	5
PAID-UP CAPITAL	1~10	5
OPERATING SCALE	1~10	5
FINANCIAL CONDITION
--BUSINESS SCALE	1~10	6
--PROFITABILIRY	1~10	4
--LIQUIDITY	1~10	5
--LEVERAGE	1~10	5
--RESERVES	1~10	5
--CREDIT LINES	1~10	5
--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	NO
--AFFILIATION	YES/NO	YES
--LISTED	YES/NO	NO
--OTHER MERIT FACTORS	YES/NO	YES
TOTAL		45

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