MIRA INFORM REPORT

Report Date :

16.04.2008

IDENTIFICATION DETAILS

Name :	GODREJ CONSUMER PRODUCTS LIMITED
Registered Office :	Piroj Sha Nagar, Eastern Express Highway, Vikhroli (East), Mumbai – 400079, Maharashtra
Country :	India
Financials (as on) :	31.03.2007
Date of Incorporation :	29.11.2000
Com. Reg. No.:	129806
CIN No.: [Company Identification No.]	L24246MH2000PLC129806
TAN No.: [Tax Deduction & Collection Account No.]	MUMG08934C
PAN No.: [Permanent Account No.]	AABCG3365J
Legal Form :	A Public Limited Liability Company. The Company’s Shares are Listed on the Stock Exchanges.
Line of Business :	Manufacturer of home appliances, consumer durables, consumer products, industrial products and agriculture products.

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 476468
Status :	Good
Payment Behaviour :	Regular
Litigation :	Clear
Comments :	Subject is a well-established and reputed company having satisfactory track. Directors are reported as experiences 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 :	Piroj Sha Nagar, Eastern Express Highway, Vikhroli (East), Mumbai – 400 079, Maharashtra, India.
Tel. No.:	91-022-25188010/ 25188020/ 25188030
Fax No.:	91-022-25188040
E-Mail :	investor.relations@godrejcp.com
Website :	www.godrejcp.com
Factory 1 :	U - 30, Industrial Area, Malanpur, District : Bhind, Madhya Pradesh, 477116
Tel. No.:	91-07539 - 83113, 83419
Fax No.:	91-07539 – 283421
Factory 2 :	Krishna Industrial Estate, Survey No. 906/1/1, Village Amli, Silvassa 396230, Union Territory of dadra and Nagar Haveli
Tel. No.:	91-0260 - 2632320, 3091242
Fax No.:	91-0260 – 2632320
Factory 2 :	Shed No.9 - 12, Byelane 1, Bamunimaidan Industrial Estate, Guwahati - 781021, Assam
Tel. No.:	91-(0361) 2653 437, 2654 186
Fax No.:	91-(0361) 2653597
Factory 2 :	Plot Nos 85-88, EPIP, Phase-II, Village Thana, Tehsil Nalagarh, District Solan, Himachal Pradesh – 173205
Tel. No.:	91-01795-274298, 274235
Fax No.:	91-01795-274233
Branches
Delhi Office :	4th Floor, Delite Theatre Bldg, 4/1 Asaf Ali Road, New Delhi – 110002
Tel. No.:	91-: 011 - 23261066/ 77/99
Fax No.:	91-011 - 23261088
Kolkata Office:	Block G.N, Sector V, Salt Lake City, Kolkata – 700091
Tel. No.:	91-033 - 2357 3556/3944/5688/0081
Fax No.:	91-033 - 23573945
Chennai Office:	New No 102 (old No 81) Chamiers Road, Chennai-600 028
Tel. No.:	91-044-24315792 to 24315794
Fax No.:	91-044-24315796
London Office :	248/A, Chase Road, Southgate, London N14-6HF,England
Tel. No.:	91-(04420) 88860145
Fax No.:	91-04420) 88869424

DIRECTORS

Name :	Mr. Jamshyd Godrej
Designation :	Director
Name :	Mr. Nadir Godrej
Designation :	Director
Name :	Mr. Bala Balachandran
Designation :	Director
Name :	Mr. Rama Bijaprukar
Designation :	Director
Name :	Mr. Bharat Doshi
Designation :	Director
Name :	Mr. Anupam Puri
Designation :	Director
Name :	Mr. Hoshedar Press
Designation :	President and Executive Director
Name :	Mr. Aman Mehta
Designation :	Director
Name :	Mr. Adi Godrej
Designation :	Chairman and Managing Director

KEY EXECUTIVES

Name :	Mr. Sunil Sapre
Designation :	Company Secretary
Name :	Mr. Hoshedar Press
Designation :	President and Executive Director

MAJOR SHAREHOLDERS / SHAREHOLDING PATTERN

(As on 31.03.2006)

Names of Shareholders	No. of Shares	Percentage of Holding
Promoter’s holding
promoters	38501037	68.19
Institutional investors
Mutual funds and UTI	1606312	2084
Banks, financial institutions and insurance companies	102703	0.18
Foreign institutional investors	9562552	16.94
Others
Private corporate bodies	609329	1.08
Indian public	5636502	9.98
NRI/ OCBs	442584	078
Total	56461019	100.00

BUSINESS DETAILS

Line of Business :

Manufacturer of home appliances, consumer durables, consumer products, industrial products and agriculture products.

Products :

• Toiletries
• Hair Care,
• Household Care
• Fabric Care,
• Baby Care

Item code no.	Product description
34.01	Soaps
33.07	Cosmetics
34.02	Detergents
Represents heding No. of the Harmonised Commodity Description and Coding System

Brand Names :

Godrej

PRODUCTION STATUS

Particulars	Unit	Licensed Capacity	Installed Capacity	Actual production
Soaps	MT	N. A.	75000	62343
Hair colour and other	MT	N. A.
Toiletries	MT	N. A.	2330	1458
Fatty Acids	MT	N. A.	52500	1676
Glycerine	MT	N. A.	2300	3928

Notes:

• The licensed capacities are not applicable in view of the exemption from licensing granted under notification SO 477(E) dated 25.07.1991, issued under industries (Development and Regulation) Act, 1951.
• Actural production excludes production for captive consumption.
• Actual production Inc lueds soaps produced by the Company for third parties – 1453 M. T. (Previous Year 3306 M. T.)
• Actual production excludes items processed for the Company by third parties, viz. Hair colour and other toiletries 2098 M. T. (Previous Year 804 M. T.) and Detergents 3577 M. T. (Previous year 3485 M. T.)

GENERAL INFORMATION

Suppliers :

• Sweet Industries, Sangli
• Cosy Packagers Private Limited
• New Him Industries

Customers :

• Godrej Industries Limited
• Godrej Agrovet Limited
• Godrej Global Mid East FZE.
• Godrej Properties and Investments Limited

No. of Employees :

950

Bankers :

• Central Bank of India
• Citibank N. A.
• HDFC Bank Limited
• The Hongkong and Shanghai Banking Corporation Limited
• State Bank of India

Facilities :

SECURED LOAN	31.03.2007 (Rs. In millions)
1.Borrowings from Banks Sales tax deferment loan	333.333
Cash credit	90.528
Working capital demand loan	50.000
2.Sales Tax deferment loan	4.786
Total	478.647

UNSECURED LOANS	31.03.2007 (Rs. In millions)
1.Term Loan and Advances From Banks	650.000
Amount repayable within one year	320.000

Banking Relations :	Satisfactory
Auditors :
Name :	Kalyaniwalla and Mistry Chartered Accountants
Associates/Subsidiaries :	Godrej and Boyce Mfg. Company Limited Godrej Netherlands B.V. Godrej Consumer Products (UK) Limited Keyline Brands Limited Inecto Manufacturing Limited Inecto Limited Cosmetics That Care Limited Godrej Industries Limited Godrej Foods Limited Godrej HiCare Limited Godrej Agrovet Limited Godrej Beverages and Foods Limited Godrej Global Mid East FZE Godrej Properties Limited Gold Mohar Foods and Feeds Limited Godrej Investments Private Limited Cuticura Laboratories Limited

CAPITAL STRUCTURE

Authorised Capital :

No. of Shares	Type	Value	Amount
250000000	Equity Shares	Rs.1/- each	Rs.250.000 millions

Issued, Subscribed & Paid-up Capital:

No. of Shares	Type	Value	Amount
225844076	Equity Shares	Rs.1/- each	Rs.225.844 millions

Note: Of the above, 225843376 shares of Re.1/- each (previous year 56460844 shares of Rs.41- each) have been issued for consideration other than cash pursuant to the Scheme of Arrangement with Godrej Soaps Limited.

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		225.844	225.800	226.400
2] Share Application Money		0.000	0.000	0.000
3] Reserves & Surplus		883.198	535.700	272.100
4] (Accumulated Losses)		0.000	0.000	0.000
NETWORTH		1109.042	761.500	498.500
LOAN FUNDS
1] Secured Loans		478.647	48.700	41.300
2] Unsecured Loans		650.000	0.000	20.000
TOTAL BORROWING		1128.647	48.700	61.300
DEFERRED TAX LIABILITIES		79.700	66.3000	79.400
TOTAL		2317.389	876.585	639.294
APPLICATION OF FUNDS
FIXED ASSETS [Net Block]		1481.278	728.200	1007.600
Capital work-in-progress		398.135	70.590	6.556
INVESTMENT		717.907	500.100	0.000
DEFERREX TAX ASSETS		0.000	0.000	0.000
CURRENT ASSETS, LOANS & ADVANCES
	Inventories	1172.266	878.863	738.079
	Sundry Debtors	97.971	65.196	51.792
	Cash & Bank Balances	217.294	137.310	89.674
	Other Current Assets	0.000	0.000	0.000
	Loans & Advances	456.362	128.311	151.553
Total Current Assets		1943.893	1209.680	1031.098
Less : CURRENT LIABILITIES & PROVISIONS
	Current Liabilities	2141.691	1554.913	1329.793
	Provisions	82.133	77.152	76.142
Total Current Liabilities		2223.824	1632.065	1405.935
Net Current Assets		(279.931)	(422.385)	(374.837)
MISCELLANEOUS EXPENSES		0.000	0.000	0.000
TOTAL		2317.389	876.585	639.294

PROFIT & LOSS ACCOUNT

PARTICULARS		31.03.2007	31.03.2006	31.03.2005
Sales Turnover		7584.156	6573.189	5626.728
Other Income		53.037	86.648	64.111
Total Income		7638.193	6659.837	5690.839
Profit/(Loss) Before Tax		1344.012	1312.719	937.558
Provision for Taxation		171.799	105.700	76.900
Profit/(Loss) After Tax		1172.213	1207.019	860.658
Earnings in Foreign Currency :
	Export Earnings	115.955	107.503	104.819
	Royalty	27.585	0.000	0.000
	Interest on loan to subsidiary	0.276	3.023	0.000
Total Earnings		143.816	110.526	104.819
Imports :
	Raw Materials	1286.755	1027.766	797.573
Total Imports		1286.755	1027.766	797.573
Expenditures :
	Excise duty	0.000	0.000	0.000
	Manufacturing Expenses	0.000	0.000	0.000
	Administrative Expenses	0.000	0.000	0.000
	Raw Material Consumed	3924.236	3160.569	2895.491
	Miscellaneous expenses	0.000	0.000	0.000
	Employee cost	0.000	0.000	0.000
	Interest	58.436	40.399	25.596
	Power & Fuel	0.000	0.000	0.000
	Depreciation & Amortization	124.946	107.839	106.590
	Expenses	2428.787	2162.773	1874.607
	Inventory charges	(242.224)	(124.462)	(148.003)
Total Expenditure		6294.181	5347.118	4753.281

QUARTERLY RESULTS

PARTICULARS	30.06.2007 1^st Quarter	30.09.2007 2^nd Quarter	31.12.2007 3^rd Quarter
Sales turnover	3358.500	2102.600	2290.500
Other income	14.400	14.700	23.100
Total income	2372.900	2117.300	2313.600
Total expenditure	1904.900	1668.700	1781.600
Operating profit	468.000	448.600	532.000
Interest	26.300	20.700	19.600
Gross profit	441.700	427.900	512.400
Depreciation	39.000	40.800	39.200
Tax	48.000	45.800	55.900
Reported PAT	357.900	336.900	414.700

KEY RATIOS

PARTICULARS	31.03.2007	31.03.2006	31.03.2005
Debt Equity Ratio	0.63	0.09	0.33
Long Term Debt Equity Ratio	0.53	0.01	0.17
Current Ratio	0.75	0.68	0.66
TURNOVER RATIOS
Fixed Assets	3.96	4.08	3.45
Inventory	7.77	8.56	9.81
Debtors	97.63	118.28	65.49
Interest Cover Ratio	20.04	30.57	31.24
Operating Profit Margin (%)	20.66	21.17	17.82
Profit Before Interest and Tax Margin (%)	19.09	19.61	16.05
Cash Profit Margin (%)	18.16	19.00	16.03
Adjusted Net Profit Margin (%)	16.59	17.44	14.26
Return on Capital Employed (%)	99.82	198.12	158.05
Return on Net Worth (%)	141.31	191.59	186.66

LOCAL AGENCY FURTHER INFORMATION

History:

Subject is a major player in the Indian FMCG market with leadership in personal, hair, household and fabric care segments. Promoted by Godrej and Boyce Manufacturing Company, Subject was formed in November 2000 to take over the subject division of Godrej Soaps pursuant to a scheme of demerger which was effective from 1st April, 2001. The company is ranked as seventh in the list of Top-25 companies. 

The company has four manufacturing facilities at Malanpur (M.P.), Guwhati (Assam), Tehsil Nalgath (H.P) and Silvassa (U.T.) .The Company has adopted the Total Quality Management system and its factories have recived ISO certifications. The plant at Malanpur has is the first toilet soaps manufacturing unit in India certified for ISO-14001.

The company is among the largest marketer of toilet soaps in the country with leading brands such as CINTHOL, FAIRGLOW, NIKHAR, and ALLCARE. FAIRGLOW brand, India's first Fairness soap, has created marketing history as one of the most succesful innovations. It is also the preferred supplier for contract manufacturing of toilet soaps some of which the most well-known brands in the country. Godrej No.1 is the largest selling Grade 1 soap (in terms of volume) in the country and Cinthol Soap is recognised as a Superbrand for this year. 

Subject is also the leader in the hair colour category in India and has a vast product range from coloursoft liquid hair colours; godrej liquid and powder hair dyes to godrej kesh kala oil based Hair Dyes. Its liquid detergent brand Ezee is the market leader in its category.  

The company has entered into the deodorants category with the launch of Cinthol International Perfumed Deodorant. 

In 2006, The Company has increased the installed capacity of Hair Colours and Other Toiletries by 120MT. With this expansion the total installed capacity of Hair Colours and Other Toiletries are has increased to 2330MT. The company plans to spend about Rs.1100 millions towards the expansion or setting up of Soap, Hair Colours and toiletries facilities. 

Outlook:

All the external indicators such as economic growth, consumer spend etc. continue to be encouraging. The outlook for the FMCG sector is very positive. They will continue to innovate, improve their distribution network and exploit their assets to enhance productivity and-create value for their stakeholders. They are also consistently exploring acquisition opportunities in the personal and household care segments both in India and overseas. I thank all their shareholders, the Board of Directors, employees and business partners for all their efforts and look forward to their continued participation in their growth.

Children’s education. They renovated a school building near their Malanpur Factory, rewarded 14 meritorious students and organized a plant visit. Taking this belief onwards, they also rewarded students of a local’ school at Baddi. On the environmental front, the Company reduced its power consumption for soap from 156.88 KWh/MT to 132.69 KWh/MT during the year due to improvement in line productivity, reduction in downtime of machines, rework, product changeover time and interlocking of conveyors.

Review of Operations:

The Company has recorded Profit after Tax (PAT) of Rs.1207 millions and Net Profit (after tax adjustments) of Rs.1212 millions. The comparison of the current year's Sales with last year's is given in Table 1 below. The Company maintained performance that was superior to the industry in the soap segment; with sales of GCPL brands increasing by 18%. The performance of the personal care segment was also encouraging led by a 22% sales growth in hair colour. Both segments had new offerings during the year. A detailed analysis of the Company's performance is contained in the Management Discussion and Analysis Report.

Secured Loans:

The Sales Tax Deferment Loan is secured by:

Malanpur location:

(a) A first charge by way of equitable mortgage of the immovable properties at Malanpur factory.

(b) Hypothecation of movable assets at Malanpur, factory, save and except, book debts and subject to charges already created by the Company in favour of the banks for working capital facilities.

Baddi Location:

Bank guarantee in favour of the sales tax authorities.

The year an amount of Rs.2.200 Millions (previous year Rs.2.159 Millions) has been prepaid at a discounted value of Rs. 1.869 Millions (previous year Rs.1.834 Millions) under Madhya Pradesh Deferred Tax Pre-payment Yojana, 2005.

Bank cash credit, working capital demand loans and guarantees issued by banks are secured by hypothecation of stocks and book debts.

Term Loans from Banks are secured against the Hypothecation of the Trademark and Copyright acquired from Rapidol (Proprietary) Limited

7. Fixed Assets:

a) Trademarks represent the cost of acquisition of certain Godrej soaps, toiletries and detergent brands acquired in pursuance of scheme of demerger and cost of Snuggy brand. The remaining amortisation period of the trademarks is between four to six years. The brands acquired during the year from Rapidol (Proprietary) Limited are amortised over a period of twenty years.

b) The brands acquired from Rapidol (Proprietary) Limited are being amortised over a period of twenty years. The major influencing factor behind amortising over period of twenty years is Rapidol brand viz. Inecto has market share of about 80% in South African markets in respective category. It has been in existence for more than 80 years.

c) Net borrowing cost capitalised under fixed assets amounts to Rs.13.466 Millions (previous year Rs. Nil).

Investments:

a) The Company acquired the South African business of Rapidol Limited, and its subsidiary Rapidol International Ltd. The Company made an outright purchase of the trademarks of Inecto, Soflene and other brands, and acquired the business through a 100% subsidiary in South Africa. The business comprises mainly of hair color under the brand name 'Inecto' in South Africa and several other African countries.

b) In March 2007, the Company has signed an agreement with SCA Hygiene Products AB, Sweden, (SCA) a 100% subsidiary of the SCA Group, to form a Joint Venture Company which will manufacture and market paper based absorbent hygiene products, specifically sanitary napkins and baby diapers, in India, Nepal and Bhutan. The Company and SCA will be equal partners in the Joint Venture incorporated as "Godrej SCA Hygiene Limited".

Liabilities

The Company has acquired some vehicles under finance leases. The liability for minimum lease payment is secured by hypothecation of the vehicles acquired under the lease. The minimum lease payments outstanding as on March 31, 2007, in respect of vehicles leased are as under:

Maturity Profile	Total of Future Minimum Lease Payments Outstanding as on March 31, 2007	Unmatured Finance Charges	Present Value of Future Minimum Lease Payments
Within one year	1.492	0.184	0.308
Later than one year and not later than five years	2.814	0.187	2.627
Total	4.306	0.371	3.935

Hedging Contracts:

The Company uses forward exchange contracts to hedge its foreign exchange exposure in accordance with its forex policy as determined by a Forex Committee. As at March 31, 2007, the Company had 51 outstanding forward exchange contracts to purchase foreign currency aggregating to US Dollars 293.76 at an average rate of Rs. 45.13 per US Dollar. The uncovered foreign exchange exposure as at March 31, 2007 is US Dollars 246079A and in GBP is 15298A.

Notes:

1. The licensed capacities are not applicable in view of the exemption from licensing granted under Notification SO 477 (E) dated 25th July, 1991, issued under Industries (Development and Regulation) Act, 1951.

2. Actual production excludes production for captive consumption.

3. Actual production includes soaps produced by the Company for third parties - NIL (previous year 1453 MT).

4. Actual production excludes items processed for the Company by third parties, viz. hair colour and other toiletries 3496 MT (previous year 2098 MT) and Detergents 3590 MT (previous year 3577 MT).

Interests in Joint Venture:

Name	Country of Incorporation	Principal Activities	Percentage of Ownership Interest as at March 3 1,2007
Godrej SCA Hygiene Limited	India	Sanitary Napkins and Baby Diapers	50%

FIXED ASSETS:

• Tangible assets
• Freehold land
• Leasehold land
• Buildings
• Plant and machinery
• Furniture and fixtures
• Office equipment
• Computers
• Vehicles
• Intangible assets – Trademarks and Brands
• Assets acquire under finance lease - vehicles

As per website details:

Subjectis a major player in the Indian FMCG market with leadership in personal, hair, household and fabric care segments. The company employs 950 people and has four state-of-the-art manufacturing facilities at Malanpur (M.P.) Guwahati (Assam), Silvassa (U.T.) and Baddi (H.P.)

Their focus is on providing their customers with innovative, value for money solutions for meeting their daily needs and improving the quality of their life. This is achieved through the brands the company markets.

They are among the largest marketer of toilet soaps in the country with brands such as CINTHOL, FAIRGLOW, and GODREJ NO 1. Their FAIRGLOW brand, India's first Fairness soap, has created marketing history as one of the most successful innovations.

They are the leader in the hair colour category in India and have a vast product range from Godrej Renew Coloursoft Liquid Hair Colours; Godrej Liquid And Powder Hair Dyes To Godrej Kesh Kala Oil, Nupur Based Hair Dyes.

Their Liquid Detergent brand EZEE is the market leader in its category.

They are supported in their by a state-of-the-art Research Centre based in Mumbai.

Their quality products have been received very well in the international market and they are present in more than -- countries across the world.

They are an Equal Opportunity Employer and offer very rewarding career opportunities to people who join them.

They have adopted the Total Quality Management system and their factories have received ISO certifications.

Established in 1990 by Brian Boyce and Vicki Dryden Wyatt, Keyline Brands Limited, was acquired by the company’s Group in October 2005. Keyline operates in the toiletries and personal care sector, and its portfolio includes a number of important niche brands, some of which are household names such as Cuticura, Aapri, Erasmic and Nulon. For more information visit- http://www.keyline-brands.co.uk

Subject Group Profile

Started in 1897 as locks manufacturing company, the Subject Group is today one of the most accomplished and diversified business houses in India. Subject's success has been driven by the company's commitment to delivering innovation and excellence. Through the consistent application of this commitment and a century of ethical business conduct, Subject has earned an unparalleled reputation for trust and reliability.

In 1930, Subject became the first company in the world to develop the technology to manufacture soap with vegetable oils; that spirit of innovation has continued throughout the organization's history. Today Subject is delivering consumers exciting innovations across a spectrum of businesses. The company's pursuit of excellence is equally well established and enduring. In the 1944 Mumbai docks blast, Subject safes were the only security equipment whose contents were unharmed; an equal level of product quality continues to be expected from every product bearing the Subject brand name. Subject management understands that the company's greatest asset is the trust and faith that consumers have reposed in it, and recognizes that the company must continue to earn this trust. This translates to the organization delivering outstanding quality and value in everything it does.

Subject's ethical and visionary practices have allowed the company to successfully expand into a number of businesses. Subject is a manufacturer of goods and provider of services in a multitude of categories: home appliances, consumer durables, consumer products, industrial products, and agri products to name a few. A recent estimate suggested that 350 million people across India use Subject products. The group has more recently entered the real estate and information technology sectors, and management views these as avenues for enormous growth.

The Subject Group stands in a strong position today. With annual sales in excess of $1 billion, a workforce of approximately 18,000, and a strong diversified portfolio, Subject has proven its ability to deliver strong financial performance.

News:

Subject Launches Erasmic Shave Gel Erasmic Shave Gel with Cooling Micro Crystals 60 gm pack priced at Rs. 49

14^th May 2007: Post its acquisition of Keyline Brands Ltd in U.K., Subject, a leading player in the Indian FMCG industry and a major player in the shaving preparation market, has launched its first Keyline brand in India - the all new ‘Erasmic Shave Gel’. Erasmic, as a brand, is present across several geographies around the world. The launch of Erasmic Shave Gel marks the entry of the brand to India.

The new ‘Erasmic Shave Gel’ is attractively packaged and comes with a unique formulation. This Shave Gel has ‘cooling micro crystals’ which impart a tingling freshness and helps one charge up for the day with its unique shaving experience.

Announcing the launch, Mr H.K.Press– Executive Director and President, GCPL said, “Erasmic Shave Gel is the first Key line brand to be launched in India . This brand will cater to the needs of the younger male who seeks products which are of International quality. Erasmic Shave Gel offers consumers an excellent alternative to other shave gels present in the market with its unique cooling microcrystals formulation.”

About Keyline

Established in 1990 by Brian Boyce and Vicki Dryden Wyatt, Keyline Brands Limited was acquired by the Subject Group in October 2005. Keyline operates in the toiletries and personal care sector, and its portfolio includes a number of important niche brands, some of which are household names such as Cuticura, Aapri, Erasmic and Nulon.

About Subject Consumer Products Limited

Subject (GCPL) is a major player in the Indian FMCG market with leadership in the personal care, hair care, and the fabric care categories. It is also one of the largest marketers of toilet soaps in the country with leading brands such as Cinthol, Subject Fairglow and Godrej No.1. The Company has state-of-the-art manufacturing facilities at Malanpur (M.P.) Baddi (Himachal Pradesh), Sikkim (Sikkim) Guwahati (Assam). With the acquisition of 100% ownership of Keyline Brands Limited, one of the admired FMCG Companies in the United Kingdom, the Company also owns several international brands and trademarks in developed markets that include Europe, Australia and Canada. The recent acquisition of Rapidol South Africa has also given GCPL an over 86% share of the fast growing South African ethnic hair colour market. GCPL recently signed an agreement with SCA Hygiene Products AB, Sweden to form a 50:50 joint venture company known as Subject SCA Hygiene Limited.

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.39.96
UK Pound	1	Rs.78.71
Euro	1	Rs.63.22

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	7
--LEVERAGE	1~10	7
--RESERVES	1~10	6
--CREDIT LINES	1~10	6
--MARGINS	-5~5	-
DEMERIT POINTS
--BANK CHARGES	YES/NO	YES
--LITIGATION	YES/NO	NO
--OTHER ADVERSE INFORMATION	YES/NO	NO
MERIT POINTS
--SOLE DISTRIBUTORSHIP	YES/NO	NO
--EXPORT ACTIVITIES	YES/NO	YES
--AFFILIATION	YES/NO	YES
--LISTED	YES/NO	YES
--OTHER MERIT FACTORS	YES/NO	YES
TOTAL		58

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