MIRA INFORM REPORT

Report Date :

26.03.2007

IDENTIFICATION DETAILS

Name :	ESSEL PROPACK LIMITED
Registered Office :	P.O. Vasind, Taluka - Shahapur, Dist. Thane, Maharashtra – 421 604
Country :	India
Financials (as on) :	31.12.2005
Date of Incorporation :	22.12.1982
Com. Reg. No.:	11-28947
CIN No.: [Company Identification No.]	L74950MH1982PLC028947
TAN No.: [Tax Deduction & Collection Account No.]	MUME01100B
PAN No.: [Permanent Account No.]	AAACE1568L
Legal Form :	Public Limited Liability Company. The company’s shares are listed on the Stock Exchanges.
Line of Business :	Manufactures and Sellers of Composite Laminated Collapsible Tubes, Laminates and Plastic Films.

RATING & COMMENTS

MIRA’s Rating :

A

RATING		STATUS	PROPOSED CREDIT LINE
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

Maximum Credit Limit :	USD 21000000
Status :	Good
Payment Behaviour :	Regular
Litigation :	Clear
Comments :	Subject is a well-established and reputed company and a part of Excel Group. The company is progressing well. Directors are reported as experienced and respectable businessmen. Trade relations are reported as fair. Business is active. Payments are usually correct and a s per commitments. Fundamentals are strong and healthy. The company can be considered normal for business dealings at usual trade terms and conditions. The company can be regarded as a promising business partner in a medium to long run.

LOCATIONS

Registered Office :	P.O. Vasind, Taluka - Shahapur, Dist. Thane, Maharashtra – 421 604, India
Tel. No.:	91 – 22 – 2493 3280 / 3281 / 2493 9686 / 9689
Fax No.:	91 – 22 – 2496 3137/24935188
E-Mail :	info@esselpackaging.com, sbasantani@ep.esselgroup.com
Website :	1. http://www.essel.com 2. http://www.esselpackaing.com 3. http://www.esselpropack.com
Head Office :	3rd Floor, Satam Estate, Above Bank of Baroda, Cardinal Gracious Road, Chakala, Andheri (East), Mumbai - 400 099.
Tel. No.:	91-22-2821 5168, 2820 2108, 2820 2114
Fax No.:	91-22-2839 2259, 2837 5646
E-Mail :	sharepro@vsnl.com
Corporate Office :	135, Continental Building, Dr. A. B. Road, Worli, Mumbai - 400 018, Maharashtra Tel. No. Fax No.
Tel. No.:	91-22-56535653/ 56535700
Fax No.:	91-22-24963137
Factories :	v Vasind, Taluka Shahapur, District Thane, Maharashtra v Goa, India v Silvassa, Union Territory of Dadra & Nagar Haveli v B-1/2, MIDC, Murbad, Dist. Thane - 421406, Maharashtra v Village Vadali, P.O. Kudus, Taluka - Wada, Dist. Thane - 421 312, v Maharashtra
Unit :	912, Raheja Centre, Free Press Journal Road, Nariman Point, Mumbai - 400 021, Maharashtra, India
Tel. No.:	91-22-2288 1568, 2288 1569, 2288 4527, 2282 5163
Fax No.:	91-22-2282 5484
E-Mail :	sharser@vsnl.com
Area :
Location :
Overseas Offices :	v Guangzhou (China) v Cairo (Egypt) v Singapore v Germany v Nepal v Philippines v Indonesia v Venezuela v Colombia v Mexico v Mauritius v Costa Rica v USA - Danville

DIRECTORS

Name :	Mr. Subhash Chandra
Designation :	Chairman
Name :	Mr. Cyrus Bagwadia
Designation :	Managing Director
Date of Birth/Age :	52 years
Qualification :	B.Sc. (Hons.), DPM & DBM
Experience :	29 years
Date of Appointment :	17.11.1995
Other Directorships :	Du Pont (Far East Asia) – Business Manager
Name :	Mr. Ashok Kumar Goel
Designation :	Vice Chairman and Managing Director
Date of Birth/Age :	38 years
Qualification :	B.Com.
Experience :	18 years
Date of Appointment :	01.07.1988
Name :	Mr. J. M. Fernandes
Designation :	Director
Date of Ceasing :	14.03.2006
Name :	Mr. Vasant Kumar Badgamia
Designation :	Director
Date of Ceasing :	14.03.2006
Name :	Mr. Devendra Ahuja
Designation :	Director
Name :	Mr. Andreas Schwyn
Designation :	Director
Name :	Mr. Beat Buehlmann
Designation :	Director
Date of Ceasing :	07.12.2005
Name :	Boman Moradian
Designation :	Additional Director
Date of Appointment :	14.03.2006
Name :	Mr. Tapan Mitra
Designation :	Director

KEY EXECUTIVES

Name :	Mr. Ajay Nagle
Designation :	Company Secretary

MAJOR SHAREHOLDERS / SHAREHOLDING PATTERN

Names of Shareholders	No. of Shares	Percentage of Holding
Promoters	18453851	58.92
Foreign Company
FIIs	2103937	6.72
NRIs/OCBs	341803	1.09
Mutual Funds, Fis & Banks	3424074	10.93
Private Corporate Bodies	4692899	14.98
Resident Indians	4692899	14.98
Total	31320226	100.00

BUSINESS DETAILS

Line of Business :	Manufactures and Sellers of Composite Laminated Collapsible Tubes, Laminates and Plastic Films.
Products :	v Laminated Tubes v Seamless Tubes (For high-end cosmetics) v Closures v Webs

PRODUCTION STATUS

Particulars	Unit	Installed Capacity	Actual Production
Laminated and Co-Extruded Tubes Nos.	Million Nos.	1628	1510.75
Laminates	MT	4000	6652.31
Plastic Film	MT	6690	4293.45
Others	--	--	(1)

GENERAL INFORMATION

Customers :

Some of its’ major customers are :-

v Johnson & Johnson Limited

v Cavinkare Limited

v Balsara Hygiene Products Limited

v Duphar – Interfran Limited

No. of Employees :

About 1200

Bankers :

v State Bank of India

v Standard Chartered Grindlays Bank Limited

v Banque National De Paris

v Corporation Bank

v HDFC Bank Limited

v Credit Lynnais

Facilities :

Secured Loans :

(Rs. In millions)

Term Loan from Banks	716.667
Working Capital from Banks	292.668
Other Secured Loans	2.495
Total	1011.830

Unsecured Loans :

Lease Finance	1.273
Deferred Sales Tax	441.611
Total	442.884

Banking Relations :	Good
Auditors :
Name :	M. G. Bhandari & Company Chartered Accountants
Associates/Subsidiaries :	Associates v Zee Telefilms Limited v Essel World v Essel Water Kingdom v Essel Deutschland GmbH, Germany v Siticable Network Limited v Pan India Paryatan Limited v Aqualand (India) Limited v Briggs Trading Company Private Limited v Churu Trading Company Private Limited v Ganjam Trading Company Private Limited v Continental Drug Company Private Limited v Premier Finance & Trading Company Private Limited v Edison Continental Laboratories Company Private Limited v E-City Entertainment (India) Private Limited v Ayepee Lamitubes Limited v Dhariya Properties Private Limited v Metropolitan Leasing Limited v Supel Tex Limited v Uddar Trees Growing Private Limited v Pan India Infravest Network Private Limited Subsidiries v Essel Packaging (Guangzhou) Limited, China v Egyptian Indian Company for Modern Packaging S.A.E, Egypt v Essel Packaging (Nepal) Private Limited, Nepal v Lamitube Technologies Limited

CAPITAL STRUCTURE

Authorised Capital :

No. of Shares	Type	Value	Amount
40000000	Equity Shares	Rs.10/- each	Rs.400.000 millions

Issued, Subscribed & Paid-up Capital :

No. of Shares	Type	Value	Amount
31320226	Equity Shares	Rs.10/- each	Rs.313.202 millions
	Less : Calls in Arrears		Rs.0.076 millions
	Total		Rs.313.126 millions

FINANCIAL DATA

[all figures are in Rupees Millions]

ABRIDGED BALANCE SHEET

SOURCES OF FUNDS		31.12.2005	31.12.2004	31.12.2003
SHAREHOLDERS FUNDS
1] Share Capital		313.126	313.118	312.100
2] Share Application Money		0.000	0.000	0.000
3] Reserves & Surplus		5129.804	5455.705	5343.500
4] (Accumulated Losses)		0.000	0.000	0.000
NETWORTH		5442.930	5768.823	5655.600
LOAN FUNDS
1] Secured Loans		1011.830	632.599	749.100
2] Unsecured Loans		442.884	398.189	471.300
TOTAL BORROWING		1454.714	1030.788	1220.400
DEFERRED TAX LIABILITIES		150.917	164.689	0.000
TOTAL		7048.561	6964.300	6876.000
APPLICATION OF FUNDS
FIXED ASSETS [Net Block]		1412.554	997.140	1018.000
Capital work-in-progress		97.703	136.094	21.700
INVESTMENT		4881.941	4605.974	4746.900
DEFERREX TAX ASSETS		0.000	0.000	0.000
CURRENT ASSETS, LOANS & ADVANCES
	Inventories	364.226	320.442	179.900
	Sundry Debtors	298.780	352.100	263.700
	Cash & Bank Balances	32.872	155.660	78.700
	Other Current Assets	0.000	0.000	0.000
	Loans & Advances	1088.948	1118.876	1284.700
Total Current Assets		1784.826	1947.078	1807.000
Less : CURRENT LIABILITIES & PROVISIONS
	Current Liabilities	335.824	394.043	432.800
	Provisions	792.639	328.195	286.000
Total Current Liabilities		1128.463	722.238	718.800
Net Current Assets		656.363	1224.840	1088.200
MISCELLANEOUS EXPENSES		0.000	0.252	1.200
TOTAL		7048.561	6964.300	6876.000

PROFIT & LOSS ACCOUNT

PARTICULARS		31.12.2005	31.12.2004	31.12.2003
Sales Turnover		2528.959	2267.528	2581.800
Other Income		87.820	28.734	177.600
Total Income		2616.779	2296.265	2759.400
Profit/(Loss) Before Tax		682.864	630.850	636.100
Provision for Taxation		223.190	222.009	237.700
Profit/(Loss) After Tax		459.674	408.841	398.400
Earnings in Foreign Currency :
	Export Earnings	235.789	244.469	NA
	Other Earnings	132.368	55.974	NA
Total Earnings		368.157	300.443	NA
Imports :
	Raw Materials	514.502	500.160	NA
	Stores & Spares	65.587	39.247	NA
	Capital Goods	414.365	156.159	NA
Total Imports		994.454	695.566	NA
Expenditures :
	Cost of Goods Sold
	Manufacturing Expenses	335.117	292.007	197.000
	Administrative Expenses	139.811	114.211	129.100
	Raw Material Consumed	1014.639	833.940	787.400
	Miscellaneous Expenses	NA	NA	82.900
	Salaries, Wages, Bonus, etc.	218.145	154.748	117.900
	Interest	(20.959)	(26.485)	146.900
	Power & Fuel	NA	NA	74.400
	Depreciation & Amortization	209.691	224.638	273.800
	Other Expenditure	37.469	52.741	313.900
Total Expenditure		247.160	277.379	2123.300

SUMMARISED RESULTS

PARTICULARS	31.12.2006 (Full year)
Sales Turnover	2825.000
Other Income	115.000
Total Income	2940.000
Total Expenditure	2083.000
Operating Profit	857.000
Interest	57.000
Gross Profit	800.000
Depreciation	206.000
Tax	183.000
Reported PAT	411.000
Dividend (%)	1000.000

KEY RATIOS

PARTICULARS	31.03.2005	31.03.2004	31.03.2003
Debt-Equity Ratio	0.22	0.20	0.23
Long Term Debt-Equity Ratio	0.18	0.17	0.20
Current Ratio	1.44	1.93	1.94
TURNOVER RATIOS
Fixed Assets	0.79	0.78	0.79
Inventory	8.28	10.22	13.07
Debtors	8.71	8.31	10.41
Interest Cover Ratio	6.41	6.97	5.33
Operating Profit Margin(%)	35.95	37.58	40.93
Profit Before Interest And Tax Margin(%)	28.55	28.80	30.33
Cash Profit Margin(%)	23.62	24.76	26.04
Adjusted Net Profit Margin(%)	16.22	15.98	15.43
Return On Capital Employed(%)	11.81	10.77	11.38
Return On Net Worth(%)	8.20	7.16	7.12

STOCK PRICES

Face Value	Rs.10.00/-
High	Rs.70.90
Low	Rs.69.50

LOCAL AGENCY FURTHER INFORMATION

HISTORY

The company was incorporated on 22^nd December, 1982 at Thane in Maharashtra having Company Registration Number 28947.

The company was promoted by Essel group and is the World's largest Packaging Company in laminated tubes. The company provides packaging solutions to toothpaste, cosmetics, pharmaceuticals sectors to top multinational customers.

The company was the first company to introduce laminated tubes in India. The company started in 1984 with an integrated facility to manufacture laminated tubes and laminates in India.

In 1993 the company ventured to become a global player by setting its first overseas venture in Egypt. Currently the company has an 80% stake in this Joint venture. In 1997 the company formed a wholly owned subsidiary in Guangzhou, China. In 1999 the company set up a joint venture in Dresden Germany in which it has a 24.9% stake. The company also set up a wholly owned subsidiary in Nepal in the year 2000.

In December, 2000 the company acquired the tubing operations of the Propack group. The company was the fourth largest laminated tube manufacturer in the world with operations in China, Philippines, Columbia, Venezuela, Indonesia and Mexico.

The company's tubes find their way into toothpaste's, cosmetics, pharmaceuticals, foods, etc. More precisely, multinationals like Unilever, Colgate-Palmolive, SmithKline Beecham, Proctor & Gamble, Kiwi TTI / Sara Lee, Revlon, Oriflame, etc. are some of its esteemed customers. Besides India, it has set its eyes on the neighbouring countries like China, Nepal, Egypt and some others, to ensure that it is able to make the most out of the culture to substitute aluminium tubes with laminated collapsible tubes for packing. The company has been awarded the ISO 9002 certification for its manufacturing and marketing operations.

The acquisition of Propack Mauritius has been completed through cash-cum-stock deal. The company made a preferential allotment of 6863222 equity shares to Arfen Hsu at a premium of Rs. 421/-

In January, 2001 the company has issued bonus shares in the ratio of 3:5 (i.e. 3 bonus shares for every 5 equity shares with held). Moreover as a diversification plan the company has set up a 51:49 joint venture company with Bericap Holding GmbH of Germany to manufacture hi-tech closures for Carbonated Soft Drinks

The company started its operations 18 years ago with a single location, producing 53 million tubes. Today, it has the total capacity of around 3 billions tubes. It is currently present in 10 countries and 15 manufacturing locations.

Recently the company has entered into a five-year contract with Procter and Gamble (P & G) in US for 100% of their requirements of tubes. For this the company will be setting up a wholly owned subsidiary in US with an investment of about US $ 20.000 millions.

BUSINESS

Subject is engaged in manufacturing and selling of Composite Laminated Collapsible Tubes, Laminates and Plastic Film.

The year under review

The Total Revenue has increased from Rs. 6,766 million in2004 to Rs. 8,332 million in 2005, an increase of 23.1%. The international operations of the Company have contributed 68% (up from 66% in the year 2004) of the consolidated revenue, thus reflecting the trend of increased overseas growth and consolidation.

The PAT has increased by 11.5% (in US Dollar terms, the PAT increased by 15.0%). The Company has performed consistently well globally and there is an improved performance in Indian operations.

The Company's operations in India recorded a healthy revenue growth of 14% and growth in profit of 12% over the previous year. This was achieved inspire of the disruptive competition, which kept the margins under pressure. The international oil prices volatility continued during the year, resulting in fluctuations in polymer prices, which is the main raw material for the Company. The Company's strategy to launch small dia tubes (Mini-tubes) based on exclusive new technology has met with encouraging response from customers.

In line with the Company's strategy to "Go and Grow with the Customer", the Company's new production facility in Himachal Pradesh gives it a competitive advantage. The Company identifies the changing needs of its customers, develops tube solutions and encourages conversion from conventional packaging solutions. The above strategy has seen more product categories being launched in tube solutions format.

The Company will continue to focus on efficiency improvement programmes and capacity utilization to improve the quality of earnings.

Subsidiary Operations

The Directors are of the opinion that since the Company is presenting the Consolidated Financial Statements (CFS) of EPIndia and each of its subsidiaries under AS—21 and also providing information as per Indian GAAP and US GAAP, there is no need to attach the individual Balance Sheets and Profit and Loss Accounts of each of the subsidiary companies. The Company therefore applied to the Department of Company Affairs (DCA) for exempting the Company from attaching the Balance Sheets, Profit & Loss Accounts, Directors' Report and Auditors' Report of all its Subsidiary Companies.

DCA has vide its letter dated March 10, 2006, approved the Company's request and exempted the Company from attaching the Profit & Loss Account, Balance Sheet, Directors' Report and Auditors' Reports of all its subsidiaries subject to the condition that the Company will attach the CFS of its subsidiaries together with the Report of the Auditors' for the year ended December 31, 2005. The Audited CFS of the Company as per Accounting Standard-21 form part of this Report.

Annual accounts of Subsidiary Companies have been kept open for inspection by any investor at the Company's Registered and Corporate Office.

Bericap India Private Limited

This subsidiary, a Joint Venture with Bericap Holding GmbH, Germany, was formed in the year 2000, for the manufacture of speciality closures in India, changed its name from Beri – Essel Closures Pvt. Ltd. to Bericap India Pvt. Ltd, with effect from May 18, 2005. Since the Company does not see a strategic value fit with its own global plans, it has decided to exit from the Joint Venture over the next few years.

New Business Opportunities

The Company is exploring different business opportunities which could be conveniently combined with the current business, for delivering consistent growth in Revenue and Profits.

In this regard, the Company is considering entering into a new line of business. They are pleased to place on record that the Members through the process of Postal Ballot have approved with overwhelming majority, the alteration of the 'Object Clause' of the Memorandum of Association of the Company incorporating the related Objects pertaining to the new business along with commencement of new business, at an opportune time, as the Board of Directors may deem fit. Details of Postal Ballot results are given in the Corporate Governance Report.

Subdivision of Shares

In order to increase the liquidity of equity shares it is proposed to bring down the unit market value of equity shares of the Company to make it more affordable to the investing public. In this regard, the Board has recommended to the Members for approval at the Annual General Meeting, a Subdivision of the nominal face value of the Company's equity shares from Rs.10/- per share to Rs.2/- per share.

Acquisition of Shares by Promoters

During the year, Mr. Subhash Chandra, Promoter of the Company and the entities controlled by him vide terms of the Share Purchase Agreement entered into on July 26, 2005, with Arfen Hsu Limited acquired their total stake of 6,863,322 equity shares constituting 21.91% of the paid-up equity share capital of the Company. Consequent upon this acquisition, the shareholding of the Promoters of the Company has increased from 11,590,529 shares constituting 37.01 % of the equity capital to 18,453,851 shares constituting 58.92%, of the paid-up equity share capital of the Company.

Awards & Laurels

The efforts made by the Technology and the Manufacturing groups have resulted in many a laurels to the Company. The Company's plant at Silvassa has been awarded a Certificate of Merit in the Manufacturing Category of the IMC Ramkrishna Bajaj National Quality Award - 2005.

The company’s’ fixed assets of important value include Leasehold land, Freehold land, Buildings, Plant & Machinery, Equipments, Furniture & fixtures, Software, Vehicles and Tubewell and water tank.

Subject employs about 400 persons in its set up.

Website Details :

Essel Propack - Corporate Profile

Essel Propack is the largest speciality packaging company in the world manufacturing laminated and seamless tubes catering to the oral care, cosmetics, personal care, pharmaceutical, food and industrial sectors. The clients include top multinational companies as well as local & regional companies in the countries that it operates. The company has its headquarters at Mumbai, India, and is a part of Essel Group. Essel Group has a wide range of global business interests encompassing speciality packaging, media programming, broadcasting & distribution,  entertainment, telecom & trading, having close synergies particularly with ventures active in the areas of content, distribution / reach and infrastructure / logistics.

Essel Propack has state-of-the-art manufacturing facilities in 13 countries through 20 plants, such as China, USA, UK, Russia, Germany, Mexico, Colombia, Venezuela, Philippines, Indonesia, Egypt, and Nepal besides India. The Company is ranked no. 1 in the manufacture of laminated tubes in the world and has an estimated 32% global market share.  Essel Propack’s stock is listed on the National Stock Exchange of India and the stock exchange of Mumbai in India.

Corporate Milestones in Brief :

Essel Propack was the first company to introduce laminated tubes in India. The company started in 1984 with an integrated facility to manufacture Laminated tubes and laminates in India.

In 1993, Essel ventured out to become a global player by setting its first overseas venture in Egypt. In 1997, the Company formed a wholly owned subsidiary in Guangzhou, China. In 1999, Essel Propack set up a Joint Venture in Dresden Germany. The Company also set up a wholly owned subsidiary in Nepal in the year 2000.

In December 2000, the Company acquired the tubing operations of the Propack group. Propack was the fourth largest laminated tube manufacturer in the World with operations in China, Philippines, Columbia, Venezuela, Indonesia and Mexico. This acquisition made Essel Propack the world’s largest manufacturer of laminated tubes. In 2003, the Company set up a manufacturing plant at Danville, USA, to supply laminated tubes for Proctor & Gamble’s North American operations. In August 2004, the Company acquired Arista Tubes, UK, the leading manufacturer of seamless plastic tubes in UK. In March 2005, Essel Propack’s plant in Russia, near Moscow, began its commercial operations. In its quest for further growth, in April 2005, Essel Propack acquired another laminated tube manufacturing company named Telcon Packaging Limited  in UK. The Company, today, has a presence in 13 countries with 20 manufacturing locations, has employee strength of 1,900 comprising over 20 nationalities and has a capacity of manufacturing over 4 billion tubes per annum. Today the Company has an estimated  32% share in total laminated tube business. Essel Propack’s global operations have achieved a turnover of USD 149 million for the year 2004.

Essel Propack has emerged as a key global player in a very short span of time by being agile to the market changes, innovative and ethical. The Company has been continuously innovating and ensuring the best value proposition for its customers and as a result succeeded to register a healthy growth.

Essel Propack’s Corporate Values are :

v Customer Driven

v Commitment to Excellence

v Integrity

v Teamwork & Involvement

v Mutual Trust and Respect

v Safety

Essel Propack’s Quality Policy :

Statement of Policy

Every member of the Essel Propack (EP) family is passionate about and committed to: 

v Meet and exceed all their Customers’ requirements and delight customers with respect to Total Quality, On-Time Delivery, Service Reliability and Cost Competitiveness

v Comply with all laws and regulations relating to Quality, Safety and Performance requirements in all countries in which EP products are sold

v Strictly adhere to EP’s Harmonised Manufacturing Policy (HMP) and Good Manufacturing Practices (GMP) to achieve continual improvements in products, processes and services

v Constantly benchmark with the Best Practices of Industrial Leaders to continually improve EP performance in Business and Manufacturing excellence

This will be achieved through documented and reviewed quality objectives, Process improvement activities, commitment to performance and unyielding integrity.

Responsibility and Authority

v The Vice Chairman and Managing Director of Essel Propack has the ultimate responsibility and authority for the application of this policy

v Each employee of EP is empowered to be responsible for compliance to this policy

Media Release

Essel Propack expanding into Speciality Packaging Materials Acquiring Packaging India, Pondicherry

Mumbai, August 30, 2006 :

Essel Propack, world’s largest manufacturer of laminated tubes, with manufacturing in 13 countries through 22 plants, is acquiring 100% stake in Packaging India Private Limited (PIPL), Pondicherry.

Packaging India, a proven player in the manufacturing of speciality packaging materials, is a part of FMCG major CavinKare Group, Chennai.

While announcing the acquisition in Mumbai, Ashok Goel, the Vice Chairman and Managing Director of Essel Propack said, “This is a significant step in their product diversification strategy. With the Pharma and Retail market poised for tremendous growth, the demand for Speciality packaging Materials is slated to rise high. This is the opportune time for them to step in and leverage the opportunities.” Explaining the logic of the divestment, C. K. Ranganathan, Chairman & Managing Director of CavinKare Group said, “This was a concerted move towards unshackling growth at PIPL. Considering the heritage of PIPL, the Company was at a point of inflection in terms of growth. Hence, it was realized that PIPL has to align itself with another packaging company to achieve its true growth potential. Now the company will aggressively target growth in sectors such as Pharma, Food, Retail, Exports and others.” Speaking of the acquisition R. Chandrasekhar, COO, Essel Propack said, “Packaging India and Essel 2 Propack has great many synergies which make this a perfect buy. The two organizations have many similarities, foremost being the organizational ethics, culture, the approach to business, knowledge base, market reputation and the burning desire to grow.”

PIPL was established in 1990 as a part of Chennai based CavinKare group.

Today, it is the third largest producer of speciality packaging materials in India, offering innovative packaging solutions. PIPL enjoys a leading market position in the southern part of the country with substantial breadth, state-of-the-art technology, unmatched product development expertise, and strong relationships with a highly diversified, blue chip customer base. The present team at the Company, headed by T. D. Mohan, the Managing Director, will continue to manage the operations of the Company, under the guidance of Essel Propack.

The core synergies between PIPL and Essel Propack can be broadly termed as:

v High-end lamination technology for speciality materials Knowledge of requirement of Barrier Properties

v OEM business model

v Highest standards of quality and manufacturing systems

v Expanded product portfolio to enable better service to a common customer profile

v Leveraging medical relationship to service each other’s customers

v Tapping the global customer base of Essel Propack to expand PIPL’s customer base

Creativity & Innovation is poised to take the centre stage in the field of Packaging. The market demands are poised towards new trends, sophistication, and user-friendliness. These needs can only be met by superior manufacturing environment, high profile features and finer processes. Essel Propack and PIPL are focused on creating such a discipline in the manufacture of Speciality Packaging Materials.

They express their sincere thanks to the legal advisors ANS Law associates, advisors to the deal Bellwether Capital and Deloitte Haskins & Sells who did the financial due diligence.

Essel Propack, the largest speciality packaging company in the world, is promoted by Essel Group. Essel Propack, head quartered in India, manufacturers laminated and plastic tubes. The Company provides packaging solutions to toothpaste, pharmaceuticals, cosmetics, food and Industrial sectors all over the world. Recently, the Company forayed into Medical Devices business. The Company has state-of-the-art manufacturing facilities in 14 countries with 24 plants across the globe.

Essel Propack’s stock is listed on the Bombay Stock Exchange and the National Stock Exchange.

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 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.43.14
UK Pound	1	Rs.84.71
Euro	1	Rs.57.58

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	9
--PROFITABILIRY	1~10	5
--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	YES
--OTHER MERIT FACTORS	YES/NO	YES
TOTAL		64

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