MIRA INFORM REPORT

Report Date :

27.11.2007

IDENTIFICATION DETAILS

Name :	ICI INDIA LIMITED
Registered Office :	Geetanjali Apartment, 1^st floor, 8-B, Middleton Street, Kolkata – 700 071, West Bengal
Country :	India
Financials (as on) :	31.03.2007
Date of Incorporation :	12.03.1954
Com. Reg. No.:	21-21516
CIN No.: [Company Identification No.]	L24292WB1954PLC021516
TAN No.: [Tax Deduction & Collection Account No.]	CALI01673A
PAN No.: [Permanent Account No.]	AAACI6297A
Legal Form :	It is a Public Limited Liability Company. The company’s shares are listed on the Stock Exchanges.
Line of Business :	Manufacturing and Marketing of Paints, Speciality Chemicals, Catalysts, Nitrocellulose, Rubber Chemicals, Pharmaceuticals, Adhesives and Industrial Starch.

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 34700000
Status :	Good
Payment Behaviour :	Regular
Litigation :	Clear
Comments :	Subject is a well established company and a subsidiary of Imperial Chemical Industries Plc of U.K. engaged in manufacturing and marketing of Paints, Industrial Chemicals, Rubber Chemicals, textile auxiliaries, adhesives etc. The Company’s performance during the financial year 2005-06 has been good. Trade relations are fair. Payments are correct and as per commitments. It can be considered good for business dealings at usual trade terms and conditions.

LOCATIONS

Registered Office :	Geetanjali Apartment, 1^st floor, 8-B, Middleton Street, Kolkata – 700 071, West Bengal, India
Tel. No.	91-33-2226 7462
Fax No.	91-33-22277925
E-Mail	aditya_narayan@ici.com
Website	http://www.iciindia.com http://www.ici.com http://www.sambandh.com http://www.icirubberchemicals.com http://www.icipharms.com http://www.iciindianc.com
Corporate Office :	10^th Floor, DLF Plaza Tower, DLF Qutab Enclave, Phase – I, Gurgaon – 122 002, Haryana
Tel. No.:	91-124-2540400
Fax No.:	91-124-2540849
E-Mail :	partho_dasgupta@ici.com
Factory :	DLF Plaza Tower, 10^th Floor, DLF Qutab Enclave Phase 1, Gurgaon – 122 002, Haryana
Tel. No.:	91-124-2540400
Fax No.:	91-124-2540839
E-Mail :	saugata_banarjee@ici.com
Branches :	National starch & Chemicals Plot No. 1/1 TTC Industrial Area, Thane Belapur Road, Kopar Khairane, Navi Mumbai – 400 709, Maharashtra
Tel. No.:	91-22-27757352-53
Fax No.:	91-22-27780025
E-Mail :	E-mail. anil_krishna@ici.com

DIRECTORS

Name :	Mr. Aditya Narayan
Designation :	Non-Executive Chairman
Age	50 years
Qualification	MS, LLB, B.E.
Experience	16 years
Date of Joining	01.05.1994
Previous Employment	Chand Chaap fertilisers & Chemicals Limited
Name:	Mr. M R Rajaram
Designation:	Whole time Director & Chief Financial Officer
Age:	59 years
Qualification:	ACA, B.Com
Experience:	36 Years
Date of Appointment:	1.101984
Name:	Mr. David S Whtewood
Designation:	Director
Name:	Mr. Rajiv Jain
Designation:	Managing Director and Chief executive officer.
Age:	54 Years
Qualification:	MBA, B Tech
Experience:	33 years
Date of Appointment:	18.04.1983
Name:	Mr. David J Gee
Designation:	Director (w.e.f. 28 January, 2005)
Name:	Mr. R. Gopalakrishnan
Designation:	Director
Name:	Ms. Renu S Karnad
Designation:	Chairperson
Name:	Mr. M V Subbiah
Designation:	Director
Name:	Mr. Sandeep Batra
Designation:	Director
Name:	Mr. Andy M. Ransom
Designation:	Director

KEY EXECUTIVES

Audit Committee :	Ms. Renu S Karnad (Chairperson)
	Mr. David J Gee
	Mr. R Gopalakrishnan
	Mr. M V Subbiah
Remuneration and Nominations Committee :	Mr. M V Subbiah (Chairman)
	Mr. David J Gee
	Mr. R Gopalakrishnan
	Ms. Renu S Karnad
Shareholders/Investors Grievance Committee :	Mr. David J Gee (Chairman)
	Mr. Rajiv Jain
	Mr. M R Rajaram
Name :	Mr. R Guha
Designation :	Secretary

MAJOR SHAREHOLDERS / SHAREHOLDING PATTERN

Names of Shareholders	No. of Shares	Percentage of Holding
Imperial Chemical Industries PLC	20776000	50.8
Domestic Financial Institutions and Mutual Funds	2674000	6.5
Foreign Financial Institutions	1458000	3.6
Banks and Insurance Companies	6749000	16.5
Other categories, incl individuals	9214000	22.6
Total	40871000	100.00 %

BUSINESS DETAILS

Line of Business :

Manufacturing and Marketing of Paints, Speciality Chemicals, Catalysts, Nitrocellulose, Rubber Chemicals, Pharmaceuticals, Adhesives and Industrial Starch.

Products :

Item Code	Product Description
3209	Emulsion Paints
3506	Adhesives
3812	Rubber Chemicals

PRODUCTION STATUS

Particulars	Unit	Installed Capacity	Actual Production
Adhesives	Tonnes	50000	6983
Catalysts	Tonnes	2480	--
Paints	K Liters	63040	43893
Paints	Tonnes	10000	6716
Rubber Chemicals & Diphenylamine	Tonnes	--	2652
Textiles Auxiliaries & Surfactants	Tonnes	@	13073
Thinners	K Liters	4460	2738

GENERAL INFORMATION

No. of Employees :	1203
Bankers :	Ø Central Bank of India Ø Citibank NA Ø Deutsche Bank AG Ø Hongkong & Shanghai Banking Corporation Ø Standard Chartered Bank
Facilities :	Secured Loans:
	Working Capital Demand Loan from Bank
	Unsecured Loans:
	Short term loan from Bank

Banking Relations :	Satisfactory
Auditors :
Name :	BSR & Associates Chartered Accountant
Associates/Subsidiaries :	ASSOCIATES: v Elotex AG v Gidden, USA v ICI Paints Asia Pacific, Singapore v ICI Autocolor v ICI Espana, S. A. v ICI Paints, Thailand v ICI Paints, UK v ICI Paints, Indonesia v ICI Paints, Vietnam v ICI Swire Paints, Hong Kong v ICI Woobang Company Limited, Korea v Kaohsiung Monomer Company Limited v National Starch & Trading Company v National Starch, Malaysia v National Starch, Thailand v National Starch, UK v National Starch, USA v National Starch, China v National Starch, Italy v National Starch, France v National Starch, Indonesia v National Starch, Phillipines v National Starch, Singapore v National Starch, Taiwan v Quest International Flavours, USA v Quest International, Canada v Quest International, Egypt v Quest International, The Netherlands v Synetix, Emmerich v Synetix, UK v Synetix, USA v Uniqema, GmbH v Uniqema, Indonesia v Uniqema, Malaysia v Uniqema, Spain v Uniqema, UK v Uniqema, USA v Unichema Chemicals Limited v Uniquema Asia Pacific v Uniquema Chemie B. V. v Uniqema, South Africa v Uniqema, Chemie BV v Berger Paints India Limited v Zeneca Limited, UK SUBSIDIARIES: v Indian Explosives Limited Pressman House, 1^st Floor, 10A, Lee Road, Kolkata - 700 020, West Bengal Tel. No. 91-33-2873035 Fax No. 91-33-2872973 E Mail: manik_paul@ici.com v Imtiating Explosives Systems India Limited (a subsidiary of Indian Explosives Limited) v Quest International India Limited

CAPITAL STRUCTURE

Authorised Capital :

No. of Shares	Type	Value	Amount
41690000	Equity Shares	Rs. 10 each	Rs.416.900 million

Issued, Subscribed & Paid-up Capital :

No. of Shares	Type	Value	Amount
40,870,000	Equity Shares	Rs.10 each	Rs. 40.870 millions

FINANCIAL DATA

[all figures are in Rupees Millions]

ABRIDGED BALANCE SHEET

SOURCES OF FUNDS		31.03.2007	31.03.2006	31.03.2005
SHAREHOLDERS FUNDS
1] Share Capital		408.700	408.700	408.700
2] Share Application Money		0.000	0.000	0.000
3] Reserves & Surplus		8287.800	5104.600	4883.300
4] (Accumulated Losses)		0.000	0.000	0.000
NETWORTH		8696.500	5513.300	5292.000
LOAN FUNDS
1] Secured Loans		0.000	0.000	0.000
2] Unsecured Loans		0.000	0.000	160.000
TOTAL BORROWING		0.000	0.000	160.000
DEFERRED TAX LIABILITIES		81.000	130.400	98.500
TOTAL		8777.500	5643.700	5550.500
APPLICATION OF FUNDS
FIXED ASSETS [Net Block]		1297.600	1453.100	1485.700
Capital work-in-progress		35.300	48.800	26.700
INVESTMENT		8257.200	4356.500	4136.100
DEFERREX TAX ASSETS		0.000	0.000	0.000
CURRENT ASSETS, LOANS & ADVANCES
	Inventories	1321.500	1217.100	1295.500
	Sundry Debtors	1646.500	1120.700	1233.800
	Cash & Bank Balances	139.000	158.300	220.500
	Other Current Assets	0.000	0.000	0.000
	Loans & Advances	444.600	466.600	410.500
Total Current Assets		3551.600	2962.700	3160.300
Less : CURRENT LIABILITIES & PROVISIONS
	Current Liabilities	2340.400	2112.800	2064.000
	Provisions	2023.800	1076.700	1220.100
Total Current Liabilities		4364.200	3189.500	3284.100
Net Current Assets		[812.600]	(226.800)	(123.800)
MISCELLANEOUS EXPENSES		0.000	12.100	25.800
TOTAL		8777.500	5643.700	5550.500

PROFIT & LOSS ACCOUNT

PARTICULARS	31.03.2007	31.03.2006	31.03.2005
Sales Turnover	8882.200	9078.300	7824.100
Other Income	661.000
Total Income	9543.200	9078.300	7824.100
Profit/(Loss) Before Tax	5862.300	855.100	556.800
Provision for Taxation		353.600	85.000
Profit/(Loss) After Tax	4484.200	501.500	471.800
Export Value	110.200	227.700	311.100
Import Value	1788.700	1803.600	1728.900
Expenditure:
Materials Consumed	5330.900
Depreciation	224.700
Interest	22.900
Other Expenditure	2563.600
Total Expenditure	8142.100	8113.100	7130.500

QUARTERLY / SUMMARISED RESULTS

PARTICULARS	30.06.2007	30.09.2007
Type	1 Quarter	2 Quarter
Sales Turnover	2267.300	2390.900
Other Income	131.400	69.600
Total Income	2398.700	2460.500
Total Expenditure	2047.200	2091.900
Operating Profit	351.500	368.600
Interest	-03.600	00.000
Gross Profit	355.100	368.600
Depreciation	53.900	57.200
Tax	77.000	89.800
Reported PAT	228.800	212.900

KEY RATIOS

PARTICULARS	31.03.2007	31.03.2006	31.03.2005
Debt-Equity Ratio	0.00	0.01	0.03
Long Term Debt-Equity Ratio	0.00	0.00	0.00
Current Ratio	0.84	0.90	0.80
Fixed Assets	3.69	3.16	2.67
Inventory	8.62	8.55	7.55
Debtors	7.91	9.13	8.32
Interest Cover Ratio	46.25	23.15	18.96
Operating Profit Margin(%)	14.52	10.35	9.68
Profit Before Interest And Tax Margin(%)	12.47	8.32	7.57
Cash Profit Margin(%)	11.54	6.70	8.18
Adjusted Net Profit Margin(%)	9.49	4.67	6.08
Return On Capital Employed(%)	19.28	16.43	13.54
Return On Net Worth(%)	14.65	9.33	11.16

LOCAL AGENCY FURTHER INFORMATION

Fixed Assets

Ø Land

Ø Building

Ø Plant and Machinery

Ø Rolling stock, motor vehicles etc.

Ø Data processing equipment

Ø Intangible assets

Ø Patents, trademarks, etc.

HISTORY:

ICI (India) (ICIL), a subsidiary of Imperial Chemical Industries Plc of UK, deals in Paints, Industrial Specialities (like Uniqema, Adhesive, Starch and Polymers) and Industrial Chemicals. Imperial Chemical Inds Plc of UK holds 51% equity stake and Asian Paints 9.2% stake in the Company as on Oct 24, 2003. Asian paints has picked its entire holding of 9.2 % in the company from Govt. of India, which was offloaded by a auction of public notice. The company which came into existence in 1953 as Indian Explosives was renamed as IEL in 1984-85 and ICIL in 1989-90. 

Restructuring of Business Portfolio: 

The Company is restructuring its portfolio similar to that of ICI Group as a whole is about to complete its restructuring process thus transforming itself to a leading Speciality Products and Paints company. As part of this exercise it has hived off its seeds, fibre and fertiliser businesses.  

The Explosive business of the company which was first transferred to Indian Explosives Limited, a JV between the company and Orica Investments Pty Limited of Australia in 1999 and latter has divested its 51% holding in JV to Orica Investments Pty Limited for a consideration of Rs.666.400 millions. 

The Synetix (Catalyst) business was divested to Johnson Matthey Group of UK with effect from Dec 2, 2002. The company has acquired the Catalyst Business (Edible Oils and oleochemicals applications) from HLL for a consideration of Rs.210 millions.

The Pharmaceutical Business was sold to Nicholas Piramal India for a consideration of Rs.700 millions including working capital. 

The company is in the process of selling its nitrocellulous business, which was acquired from Asha Nitrochem Inds Limited in 1998 and Trading business to an affiliate of CDC Group Plc of UK for an consideration of Rs.750 Million. 

The Company's Polyurethanes business was sold to Huntsman International India Private Limited, a wholly owned subsidiary of Huntsman Corporation of USA on March 31, 2001.

The company has also completed acquisition of majority stake in Quest JV and have formed Quest International India Limited, a joint venture between ICI India, Quest International BV and Hindustan Lever Limited  

Finance and Accounts

Sales and profit from the continuing businesses recorded a strong growth of 20% and 35% respectively. The total income for the year was Rs 9080 Millions, a growth of 16% over the previous year. Profit before tax from operations at Rs. 965 Millions grew 39% compared to the previous year reflecting the improved performance of the continuing businesses and the progress against the strategic milestones the company has set for itself.

The exceptional items during the year amounting to a net charge of Rs 110 Millions (previous year Rs 137 Millions) consist mainly of provisions / charge towards loss on sale of Rubber Chemicals business, impairment on Rubber Chemicals assets upto the date of divestment, past VRS etc, offset by gain from sale of a residential property in Kolkata.

Consequently, the Company achieved a Profit after tax of Rs 502 Millions, as against the previous year's Rs 472 Millions, which is not comparable as there was a tax provision write-back in the previous year. Taking into account the robust performance during the year and in line with the prudent dividend distribution policy followed by the Company, the Board has recommended a dividend of Rs. 6.00 per share, (previous year Rs. 5.50 per share) which will be paid after the approval of the shareholders at the forthcoming Annual General Meeting.

Paints Business: 

ICIL markets its paints under the brand name Dulux portfolio. As of March 2003 ICIL has an installed capacity to produce 40740 KL of Liquid Paints, 10000 tonnes of Stiff Paints and 4460 KL of Thinners.  

To strengthen its range of products ICIL has commissioned a Paint plant at Thane. The decorative paint manufacturing facility at Mohali, Chandigarh was commissioned on schedule in Mar'98.

The Motors and Industrial Paints business along with production facility at Rishra was transferred to Berger Auto & Industrial Coating Limited, a Joint Venture with Berger Paints India Limited in 2001. Further the company has decided to divest its holding in the JV company in favour of the other JV partner i.e Berger Paints. 

Industrial Specialities: 

This business division consists of Uniqema, Adhesives, Starch and Polymer businesses.  

Consolidation of the Adhesives Business(a sub-unit of Speciality Chemicals Division of HLL) which was purchased for a consideration of Rs 90 Millions in Dec 2001 is completed during FY2002-03. Further the company has also completed and commissioned the expansion of Adhesive plant in September 2002. The Company’s adhesive products has significant market share in book binding, soap-wrapper and wood-working industry. Its polymers are used in the personal care segment and Starches are used by FMCG industry. 

Some units of ICI have obtained the ISO 9002 certification

Paints

Gurgaon, Haryana

Uniqema

Thane, Maharashtra

Synetix

Gurgaon, Haryana

Explosives

Kolkata, West Bengal

Rubber Chemicals

Gurgaon, Haryana

Pharmaceuticals

Ennore, Tamilnadu

Nitrocellulose

Gurgaon, Haryana

National Starch

Thane, Maharashtra

Trading

Gurgaon, Haryana

Quest

Mumbai, Maharashtra

R & D centre

Thane, Maharashtra

PLANT LOCATIONS

PAINTS

v Mohali, Chandigarh

v Hyderabad, Andhra Pradesh

v Thane, Maharashtra

UNIQEMA

v Thane, Maharashtra

Synetix

v Panki, Kanpur, Uttar Pradesh

Explosives

v Gomia, Jharkhand

v Singrauli, Madhya Pradesh

v Rourkela, Orissa

Rubber Chemicals

v Rishra, West Bengal

Nitrocellulose

v Valsad, Gujarat

National starch

v Taloja, Thane, Maharashtra

National starch & Chemicals

Plot No. 1/1 TTC Industrial Area, Thane Belapur Road, Kopar Khairane, Navi Mumbai – 400 709, Maharashtra

Tel. 91-22-27757352-53

Fax. 91-22-27780025

E-mail. anil_krishna@ici.com

Paint Business

DLF Plaza Tower, 10^th Floor, DLF Qutab Enclave Phase 1, Gurgaon – 122 002, Haryana

Tel. 91-124-2540400

Fax. 91-124-2540839

E-mail. saugata_banarjee@ici.com

Rubber Chemical Business

Global Business Park, 6^th Floor, Tower ‘B’, Mehrauli Gurgaon Road, Gurgaon – 122 022, Haryana

Tel. 91-124-5065066-68

Fax. 91-124-2359844

E-mail. anil_nath@ici.com

Nitrocellulose Business

Global Business Park, 6^th Floor, Tower ‘B’, Mehrauli Gurgaon Road, Gurgaon – 122 002, Haryana

Tel. 91-124-5065066-68

Fax. 91-124-2359843

E-mail. s_vijay@ici.com

Quest International India Limited

Phoenix House, “B” Wing, 1^st Floor, 462, Senapati Bapat Marg, Lower Parel, Mumbai – 400 013, Maharashtra

Tel. 91-22-24625700

E-mail. anand.kumar@questintl.com

Trading Business

Global Business Park, 6^th Floor, Tower ‘B’ Mehrauli Gurgaon Road, Gurgaon – 122 002, Haryana

Tel. 91-124-5065066-68

Fax. 91-124-2359843

E-mail. manish_bahuguna@ici.com

Uniqema Business

Plot No. 1/1 TTC Industrial Area, Thane Belapur Road, Kopar Khairane, Navi Mumbai – 400 709, Maharashtra

Tel. 91-22-27780000-04

Fax. 91-22-27780007-08

E-mail. 1. info.india@uniqema.com

2. kunal_bhattacharya@ici.com

BUSINESS:

The company is engaged in manufacturing and marketing of paints, speciality chemicals, catalysts, nitrocellulose, rubber chemicals, pharmaceuticals and adhesives and industrial starch.

The company, through its joint ventures, also manufactures and markets industrial explosives & accessories and fragrances & flavours.

The company sells its’ paint product under the brand name “Dulux”.

The Motors and Industrial Paints business was transferred to a Joint Venture with Berger Paints India Limited in 2001. The company’s Polyurethanes business was sold to a wholly owned subsidiary of Huntsman Corporation of USA. The company has also completed acquisition of majority stake in Quest Joint Venture and had formed Quest International India Limited, a joint venture between company, Quest International BV and Hindustan Lever Limited.

The company has acquired the Catalyst Business (Edible Oils and oleochemicals applications) from Hindustan Lever Limited for a consideration of Rs. 210 millions. It has also signed for purchase of Adhesives Business, a sub-unit of Speciality Chemicals Division of Hindustan Lever Limited for a consideration of Rs. 90 millions.

The company is selling off its Pharmaceutical Business to Nicholas Piramal India for a consideration of Rs. 700 millions including working capital.

MANAGEMENT DISCUSSION AND ANALYSIS

Paints:

The Paints business delivered a significantly improved performance compared to the previous year. Sales rose by 21 %, led by strong growth in both the Decorative and Refinish business segments. In the Decorative segment, exteriors continued to be the fastest growing range and the business continued to expand its portfolio in this catagory. Weathershield Tex, a textured exterior paint was launched during the year and has been well received by institutional customers. WeatherShield Max and Tileshield, which were launched in the previous year have gained share and established a significant presence in the market. In interior emulsions, the company has strengthened its portfolio by introducing an economy emulsion to participate in this fast growing category. Several dark shades were introduced across the entire range of interior emulsions to support an emerging trend. The business has also piloted a painting service in Gurgaon, which is planned to be extended to other select centres in the future. The "Previews" colour visualisation service was extended to interiors of homes. The business launched Colour Futures 2006, a selection of colours predicted to be the preferred colours of the current year. This selection has been made with the assistance of a group of international colour experts and has been well received by architects and interior designers.

The outlook for 2006-07 appears positive. The government's thrust on infrastructure and continuance of the tax incentives on home loans will have a favourable impact on the paints industry. The exterior segment will continue to lead this growth and there will be demand for specialty premium products. The business, with its superior research and development capabilities is well poised to lead this growth. However increasing crude oil prices will impact input costs leading to pressure on margins. The recent hardening trend in interest rates in general and on home loans in particular, could impact the housing sector if continues for a longer time.

The Refinish business saw another year of good growth due to the excellent performance of the automobile industry. The 2K range of Polyurethane based automotive refmishes maintained its leadership position. The business introduced new products and focused on upgrading the dealerships of the motor manufacturers through training and technical support. In the conventional refinish segment, the business

has leveraged its strong research and development base to introduce new products and colours.

The automobile sector is expected to grow rapidly due to reduction in excise duties on small cars and easy financing options, though hardening rates may have a dampening effect on demand.

Chemicals

Uniqema

The Uniqema business posted top line growth of 11% in 2005-06. Strong growth in Textile Auxiliaries was driven by good performance in the knitwear and corporate mills sector and export oriented companies. The Personal Care range achieved good growth with institutional customers, leading to an overall improvement in product mix. The Lubricant segment delivered yet another year of robust growth as a result of significantly higher off-take by leading customers. Innovation remained a key focus area to achieve growth and improve profitability.

The business has embarked on a project for expansion of capacity at its Thane plant, which is scheduled for commissioning during 2006-07. While the business is well positioned to pursue growth opportunities across all market segments, protecting profit margins will remain a challenge in view of the crude oil led rise in input costs and increasingly intense competition.

ICI PLC has in February 2006 announced its intention to evaluate of the possibility of divesting its Uniqema Business world-wide. Considering its strong linkages with the International Business for its R & D and product development, the Uniqema India business has been included in the above evaluation. As and when a definitive proposal emerges, the same will be placed before the members for their approval.

National Starch & Chemical (NSC)

NSC business performed well with a growth of 18% in turnover over previous year. The key contributors to the growth were Adhesive, DNSC & Acheson products. The operations of the Polymer plant commissioned in the previous year were stabilized during the year. The business crossed a milestone by winning the "2005 BeSSCo Leadership Award" of the ICI Group. The business will continue to focus on new business development and strengthen its infrastructure to support its growth plans.

Rubber Chemicals

In line with the strategic objectives of the Company, the Rubber Chemicals business was transferred to a joint venture in which the PMC Group of USA holds majority interest. On a pro rata basis, the business registered a sales growth of 15% upto the date of transfer. The financial-effect of the divestment of the Rubber Chemicals business has been reflected as an Exceptional Item in the Profit & Loss Account.

Joint venture

The company, Quest International and Hindustan Lever Limited has formed a joint venture to make and sell fragrances, flavours and food ingredients.

The company holds majority in joint venture, Quest International B.V. will hold about 1% and balance 49% will be held by Hindustan Lever Limited.

Indian Explosives Limited, a joint venture between the subject and Orica of Australia, was formed in the year 1999, to service the growing demands for modern explosives systems for commercial blasting in India.

The company has more than 200 manufacturing sites and offices in over 55 countries, a staff strength of around 45000 personnel and a portfolio of over 50000 products.

The company exports explosives, rubber, chemicals, catalysts and pharmaceuticals to Asia, UK and USA.

The company imports Titanium Dioxide, Speciality Ingredients and other chemicals from Asia, Australia and UK.

The company has collaboration with Ensign Bickford Company, USA.

The company is in trade terms with :-

· Advance Detchem Limited

· Anand Casein Udyog

· Apollo Plastic Industries

· B. R. Fibres

· BSA Polycontainer

· Chemicone Chemicals Industries Private Limited

· Dhanashree Polymers Private Limited

· Doshi & Sons

· Elkay Chemicals Private Limited

· Fibro Chem Industries

· Fineotex Chemical Industries

· Jaju Chemical Private Limited

· Key Organics Private Limited

· Laxmi Polyplast Industries

· Lignin Research Centre

· Mas Sealing Systems Private Limited

· Mistry Brothers

· Mukut Plastics Private Limited

· Pankaj Organics Private Limited

· Party Time Ice Private Limited

· Rejesh Dye Chem Industries Private Limited

· Sabari Chemicals Private Limited

· Safety Wear Co-operative Society Limited

· Shirpa Footwear

· Shree Ganesh Enterprises

· Shree Sai Industries

· Silocon Carbide Grinding Mills Private Limited

· Speciality Organics Private Limited

· Spectra Specialities

· Venus Waterproof Products Manufacturing

· Vikram Plasticizers

· Vishal Chemical Industries

· Yash Synthetics Private Limited

· Ammsons Engineering Company

· Baba Containers

· Chemicone Chemicals Industries

· Doshi & Sons

· Finotex Chemical Industries

· K. B. Engineering

· Legnin Research Centre

· MMR Mechanical Private Limited

· Mountain Minerals & Microns

· Pearson Containers Company

· Piyanshu Chemicals

· Prabal Chemicals

· Rajesh Dyechem Industries Private Limited

· Salts & Chemicals Private Limited

· Sood Papers and Allied Chemicals

· Sree Printo – Pack Private Limited

· Techno Waxchem Private Limited

The company employs around 1216 persons in it’s set up.

PARENT COMPANY:

v Imperial Chemical Industries Plc, UK

Website Details :

The names of small scale industrial units to whom the Company owes a sum which is outstanding for more than 30 days at the Balance Sheet date, computed on a unit wise basis, are:

Ø Akay Organics Limited

Ø Anand Casein Udyog

Ø Dhanashree Polymers Private Limited

Ø Elkay Chemicals Private Limited

Ø Hydro Carbons and Chemicals

Ø Jaju Chemicals

Ø Laxmi Polyplast Industries

Ø Mountain Minerals and Microns

Ø Mukut Plastic Private Limited

Ø Party Time Ice Private Limited

Ø Sabari Chemical Private Limited

Ø Shree Ganesh Enterprises

Ø Tanvi Industrial Corporation

Group company’s

Ø Chemical Industries Colombo Limited

Ø Elotex AG

Ø ICI Argentina

Ø ICI Pakistan Limited

Ø ICI Woobang Company Limited, Korea

Ø National Starch, Shanghai

Ø PT Uniqema, Indonesia

Ø Uniqema Chemie B.V.

Ø Uniqema Chemical Limited

Ø Uniqena UK

Ø Uniqema Malaysia

Rubber Chemicals business transferred.

Gurgaon, 28 December 2005

After receipt of all necessary approvals, the Rubber Chemicals business has been transferred with effect from today, 28 December 2005 to a joint venture company between ICI India Limited and PMC Group International, USA.

Transfer of Rubber Chemicals business to a joint venture.

Kolkata, 21 December 2005

The shareholders of ICI India Limited have approved the transfer of Rubber Chemicals business to a joint venture, in terms of the notice dated 8 November 2005 along with the Resolution circulated to all shareholders, by an overwhelming majority of 99.97% of the valid votes polled.

There were 23.188 Millions votes in favour of the resolution and 0.006 Millions votes against it. The polling was done through postal ballot and the result was announced at a meeting on Wednesday 21 December 2005 at the Registered Office of the Company 34 Chowringhee Road, Kolkata 70007.

Proposed transfer of Rubber Chemicals Business to a JV

Gurgaon, 8 November 2005

The Board of Directors at its meeting held on 8 November 2005 has recommended transfer of the Company's Rubber Chemicals Business, subject to necessary approvals, to a joint venture company ("JVC") to protect the long-term interest of the business.

Rubber Chemicals Business was established in 1964 at Rishra site in West Bengal and its production capacity was increased progressively. The business had a sale of Rs 1060 Millions including export of Rs 220 Millions in the financial year 2004-05.

The business has been subjected to intense international pricing pressures and competition in the recent past and to protect its long-term interest, it has become necessary to seek support from a business group having experience in allied operations with international presence. After evaluating various options, the Company has secured a non-binding offer from the PMC Group International, USA. Established in 1994, PMC Group is a diversified global producer of innovative performance chemicals and plastic products with a strong presence in the US and Europe. The Rubber Chemicals business, a regional business of ICI, is expected to gain from its association with PMC's technical and marketing expertise.

The proposed transaction will involve transfer of the Rubber Chemicals business with all associated assets to a JVC in which the PMC Group International and ICI India will hold 51% and 49% interest respectively. About 200 employees, currently working with the business, will transfer to the JVC with continuity of service on terms no less favourable than the current terms.

ICI India will receive about Rs 80 Millions for transfer of 51% interest in the business to the JVC. The shareholders agreement envisages a pull out option for ICI India with corresponding call option for PMC Group International and the value will depend upon the performance of the JVC.

The Board believes that the transaction as set out above is in the best interests of the business including its customers and employees as well as all the stakeholders and the Company.

The transaction is expected to be implemented in the next few months after receiving all the necessary approvals including the approval of ICI India shareholders through the Postal Ballot.

Philosophy

The thought that guides ICI is to be the industry leader in creating value for customers and shareholders by operating at the highest level of excellence, acquiring unrivalled knowledge of key markets and using technology creatively. This results in products that deliver greater benefits for the company's customers, higher returns for shareholders and increased rewards for employees.

Vision

• Their ambition is to be the industry leader in creating value for customers and shareholders
• They will be the most admired specialty products company in India

The Mission They Have Set Their selves

• They will be the leader in India in chosen specialty products to delight their customers while creating superlative value for their shareholders.
• They will have an inspiring high performance culture underpinned by responsible care for all people and the environment and innovation as the key driver for winning in the marketplace

The Values They Believe In

• Show unrivalled understanding of customers and their markets.
• Seize opportunities rapidly, taking intelligent risks when required, to bring measurably better products to market.
• Meet demanding year on year growth targets above industry norms and constantly improve their operational performance.
• Hire, inspire and develop outstanding people by encouraging initiative, supporting new ideas and rewarding delivery.
• Never compromise their commitment to Security, Safety, Health and Environment.

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. 39.68
UK Pound	1	Rs. 81.95
Euro	1	Rs. 58.79

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	NO
--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.	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