MIRA INFORM REPORT

Report Date :

15.12.2008

IDENTIFICATION DETAILS

Name :	CHEMINOVA INDIA LIMITED
Formerly Known As :	LUPIN AGROCHEMICALS (INDIA) LIMITED
Registered Office :	Keshava, 7^th Floor, Bandra Kurla Complex, Bandra (East), Mumbai – 400051, Maharashtra
Country :	India
Financials (as on) :	31.12.2007
Date of Incorporation :	15.01.1986
Com. Reg. No.:	11-38627
CIN No.: [Company Identification No.]	U24100MH1986PLC038627
TAN No.: [Tax Deduction & Collection Account No.]	MUMC11333A/ MUMC11823A
PAN No.: [Permanent Account No.]	AAACL1417E
Legal Form :	A Closely Held Public Limited Liability Company
Line of Business :	Manufacturing of Technical Grade Pesticides, Intermediates and Pesticides Formulations of different Pack Size.

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 5694000
Status :	Good
Payment Behaviour :	Regular
Litigation :	Clear
Comments :	Subject is a well-established company having fine track. Available information indicates high financial responsibility of the company. Financial position is satisfactory. Payments are usually correct and as per commitments. Your proposed business dealings can be considered against normal trade terms and conditions.

LOCATIONS

Registered Office :	Keshava, 7^th Floor, Bandra Kurla Complex, Bandra (East), Mumbai – 400051, Maharashtra, India
Tel. No.:	91-22-26542209/ 2241/ 26590340/ 241/ 67045504
Fax No.:	91-22-26542655/ 2627/ 67045488/ 67045487
E-Mail :	nsb@cheminova.net dad@cheminova.net
Website :	http://www.cheminova.net
Corporate Office :	166, CST Road, Kalina, Santacruz (East), Mumbai – 400098, Maharashtra, India
Factory :	Plot No. 242/P, GIDC Estate, Panoli – 394 116, Gujarat, India

DIRECTORS

Name	Mr. Ramaswaroop Shamlal Vaid
Designation	Managing Director
Address	A2/9, Prithvi Apartments, 21 Altamount Road, Mumbai – 400026, Maharashtra, India
Date of Birth	21.03.1936
Date of Appointment	01.07.2002
Name	Mr. Bjorn Knud Albinus
Designation	Director
Address	Raketvejen 1, Dk – 6990, Ulfborg, Denmark
Date of Birth	27.07.1949
Date of Appointment	18.12.1997
Date of Ceasing :	20.02.2008
Name	Mr. Ole Hans Pipper
Designation	Director (Foreign)
Address	Denmark
Date of Birth	07.09.940
Date of Appointment	18.12.1997
Name	Mr. Mogensnehen Jes Hansen
Designation	Director (Foreign)
Address	Denmark
Date of Birth	12.10.1941
Date of Appointment	18.12.1997
Name	Mr. Kurt Edward Pedersen-Kaalund
Designation	Director (Foreign)
Address	Kaj Munksvej, 8, Holstebro, Denmark - 7500
Date of Birth	21.12.1963
Date of Appointment	20.02.2008
Name	Mr. Morten Niels Hjort
Designation	Whole Time Director (Foreign)
Address	Oninsvej – 52, 7620 – Lemvig, Lemvig 7620 Denmark
Date of Birth	08.04.1963
Date of Appointment	10.10.2003
Name	Mr. Hans Svenningsen
Designation	Additional Director
Address	Glassehaven 100, 2840 GL Holte, Denmark
Date of Birth	13.12.1953
Date of Appointment	01.04.2003
Date of Ceasing	26.12.2005
Name	Mr. Vinesh Prabhakar Sadekar
Designation	Managing Director
Address	501, Shree Yashraj Paranjpe Scheme A, Road No.3, Vele Parle (East), Mumbai – 400057, Maharashtra, India
Date of Birth	24.03.1956
Date of Appointment	01.03.2004
Name	Mr. Peter T. Basland
Designation	Director
Name	Mr. Ninad D. Gupta
Designation	Managing Director
Address	301, Dudhwala Towers, Shreyas Colony, Goregaon (East), Mumbai – 400063, Maharashtra, India
Date of Birth	31.08.1953
Date of Appointment	01.03.2002
Name	Mr. Niels Hans Henning Hjort
Designation	Chairman
Address	Odinsvej – 52, 7620- Lemvig, Denmark
Date of Birth	08.04.1963
Date of Appointment	10.10.2003
Name	Mr. Soren Vedel
Designation	Director
Address	Praeste Gaardesvej 26, DK 6900, SKJERN - 6900
Date of Birth	21.08.1956
Date of Appointment	01.07.2006
Name	Mr. Hans C. Sloth
Designation	Whole Time Director
Address	501, 5^th Floor, Friendship CHS Limited, Plot No.54/ A, 23^rd Road, Bandra (West), Mumbai – 400 050, Maharashtra, India
Date of Birth	04.01.1968
Date of Appointment	01.06.2006

KEY EXECUTIVES

Name :	Mr. Nilesh S. Buch
Designation :	Company Secretary
Address	B-105, Building No.2, Shila Bina Co-op HSG Society, Eksar Road, Borivali (West), Mumbai – 400092, Maharashtra, India
Date of Birth	24.11.1965
Date of Appointment	04.04.1997

MAJOR SHAREHOLDERS / SHAREHOLDING PATTERN

(As on 04.06.2008)

Names of Shareholders	No. of Shares
Cheminova A/S, Denmark	3184990
Anil V. Patil/ Cheminova A/S	1
Radheshyam M. Rathi/ Cheminova A/S	1
Dennis Dias/ Cheminova A/S	5
Alok Kanta Moitra/ Cheminova A/S	1
Maruti R. Dharmadhikari/ Cheminova A/S	1
Prashant V. Pradhan/ Cheminova A/S	1
Total	3185000

(As on 04.06.2008)

Category	Percentage
Foreign holdings [Foreign institutional investors, Foreign Companies, Foreign Financial Institutions, Non-resident Indian or Overseas corporate bodies or others]	100.00

BUSINESS DETAILS

Line of Business :

Manufacturing of Technical Grade Pesticides, Intermediates and Pesticides Formulations of different Pack Size.

Products :

• Plant growth promoters
• Pesticide intermediates
• Pesticides
• Dimethoate formulations
• Malathion technical
• Chlorpyriphos technical
• Methyl parathion technical
• Glyphosate technical

Item Code No.	Product Description
38081029	Agrochemical Formulations
29420029	Technical / Intermediates

Generic Names

• Agrochemicals Formulations
• Agrochemicals Technical/Intermediates
• Job Work Charges
• Monocrotophos
• Diethyl Thiophosphory / Chloride
• Trimethy/Phosphite

PRODUCTION STATUS As on 31.12.2007

Particulars	Unit	Licensed Capacity	Installed Capacity	Actual Production
Agrochemical Formulations	Ltrs.	NA	NA	5586242
Agrochemical Formulations	Kgs.	NA	NA	1718721
Agrochemical Technical / Intermediates	Kgs.	NA	19545000	11520280

GENERAL INFORMATION

No. of Employees :

600

Bankers :

• Oman International Bank S.A.O.G., Mumbai
• ABN Amro Bank, Mumbai

• Credit Agricole Indosuez

Ramon House, 169, Backbay Reclamation, Mumbai – 400 020, Maharashtra

[Facilities : Rs. 122 millions dated 3^rd January, 1995 against hypothecation of goods and book debts.]

• Citi Bank N.A.

7^th Floor, plot C-61, Bandra-Kurla Complex, G Block, Bandra (East), Mumbai – 400 051, Maharashtra

[Facilities : Rs. 250 millions dated 28^th December, 2001 against all the borrower’s current assets.]

• IDBI Bank Limited

224-A, Mittal Court, Mumbai – 400 021, Maharashtra

• State Bank of India

Industrial Finance Branch, Killick House, Mumbai – 400001

Facilities :

Secured Loans :

	As on 31.12.2007 Rs. in Millions
Term Loan from a Banks (including Short Term Loan Rs.30.000 millions)	30.000
Working Capital Demand Loan from Banks	110.000
Packing Credit (Foreign Currency Account)	6.168
Interest accrued and due on Short Term Loans	0.223
Total	146.391

Secured by a charge, ranking pari passu with other Banks, by way of Hypothecation of raw materials, finished goods, work in process, stores and spares and book debts.

Unsecured Loans :

	As on 31.12.2007 Rs. in Millions
Loans from the Holding Company	97.960
Total	97.960

Banking Relations :	Satisfactory
Auditors :
Name :	Price Waterhouse and Company Chartered Accountants
Address :	Mumbai, Maharashtra, India
Name :	R Salivati Deloitte Haskins and Sells
Address :	12, Dr. Annie Besant Road, Opposite Shiv Sagar Estate, Worli, Mumbai – 400018, Maharashtra, India
Parent Company :	Cheminova A/S, Denmark
Ultimate Holding Company :	Auriga Industries A/S, Denmark
Fellow Subsidiaries :	Hardl International A/S, Denmark

CAPITAL STRUCTURE

Authorised Capital :

No. of Shares	Type	Value	Amount
3515000	Equity Share	Rs.100/- each	Rs.351.500 Millions
3380000	Preference Share	Rs.100/- each	Rs.338.000 Millions
5000	Unclassified	Rs.100/- each	Rs.0.500 Million
	Total		Rs.690.000 Millions

Issued, Subscribed & Paid-up Capital :

No. of Shares	Type	Value	Amount
3185000	Equity Share	Rs.100/- each	Rs.318.500 Millions

FINANCIAL DATA

[all figures are in Rupees Millions]

ABRIDGED BALANCE SHEET

SOURCES OF FUNDS		31.12.2007	31.12.2006	31.12.2005
SHAREHOLDERS FUNDS
1] Share Capital		318.500	318.500	321.500
2] Share Application Money		0.000	0.000	0.000
3] Reserves & Surplus		820.311	752.460	702.429
4] (Accumulated Losses)		0.000	0.000	0.000
NETWORTH		1138.811	1070.960	1023.929
LOAN FUNDS
1] Secured Loans		146.391	209.042	330.000
2] Unsecured Loans		97.960	146.940	195.920
TOTAL BORROWING		244.351	355.982	525.920
DEFERRED TAX LIABILITIES		0.573	3.387	17.306
TOTAL		1383.735	1430.329	1567.155
APPLICATION OF FUNDS
FIXED ASSETS [Net Block]		368.892	329.647	360.368
Capital work-in-progress		28.096	48.137	1.864
INVESTMENT		5.594	5.594	5.594
DEFERREX TAX ASSETS		0.000	0.000	0.000
CURRENT ASSETS, LOANS & ADVANCES
	Inventories	409.130	444.029	635.431
	Sundry Debtors	1111.181	1021.541	956.394
	Cash & Bank Balances	190.250	217.021	179.060
	Other Current Assets	0.000	0.000	0.000
	Loans & Advances	144.569	108.991	107.240
Total Current Assets		1855.130	1791.582	1878.125
Less : CURRENT LIABILITIES & PROVISIONS
	Current Liabilities	831.564	708.086	658.403
	Provisions	42.413	36.545	20.393
Total Current Liabilities		873.977	744.631	678.796
Net Current Assets		981.153	1046.951	1199.329
MISCELLANEOUS EXPENSES		0.000	0.000	0.000
TOTAL		1383.735	1430.329	1567.155

PROFIT & LOSS ACCOUNT

PARTICULARS		31.12.2007	31.12.2006	31.12.2005
Sales Turnover		2678.527	2591.737	2437.304
Other Income		15.408	19.061	32.947
Total Income		2693.935	2610.798	2470.251
Profit/(Loss) Before Tax		86.694	91.624	161.478
Provision for Taxation		18.843	33.171	56.316
Profit/(Loss) After Tax		67.851	58.453	105.162
Export Value		170.309	210.431	167.243
Imports :
	Raw Materials	350.302	368.157	NA
	Stores & Spares	0.000	0.115	NA
	Capital Goods	1.540	28.116	NA
Total Imports		351.842	396.388	NA
Expenditures :
	Raw Material Consumed	1393.110	1302.059	1520.670
	Purchases made for re-sale	288.080	267.764	100.853
	Consumption of stores and spares parts	25.314	19.209	21.362
	Increase/(Decrease) in Finished Goods	35.262	87.025	(144.122)
	Salaries, Wages, Bonus, etc.	153.598	150.652	133.307
	Managerial Remuneration	11.461	9.012	11.338
	Payment to Auditors	0.612	0.818	0.591
	Interest	22.172	27.075	24.888
	Insurance Expenses	4.112	5.680	6.146
	Power & Fuel	186.619	187.634	191.382
	Depreciation & Amortization	78.679	69.429	100.631
	Other Expenditure	408.222	392.817	341.727
Total Expenditure		2607.241	2519.174	2308.773

KEY RATIOS

PARTICULARS		31.12.2007	31.12.2006	31.12.2005
PAT / Total Income	(%)	2.52	2.24	4.26
Net Profit Margin (PBT/Sales)	(%)	3.24	3.53	6.62
Return on Total Assets (PBT/Total Assets}	(%)	3.84	4.21	7.19
Return on Investment (ROI) (PBT/Networth)		0.08	0.08	0.16
Debt Equity Ratio (Total Liability/Networth)		0.98	1.03	1.18
Current Ratio (Current Asset/Current Liability)		2.12	2.40	2.78

LOCAL AGENCY FURTHER INFORMATION

Form 8:

Name of the company	LUPIN AGROCHEMICALS (INDIA) LIMITED
Presented By	State Bank of India Industrial Finance Branch, Killick House, Mumbai – 400001
1) Date and description of instrument creating the change	Agreement of Hypothecation of Goods and Assets (Form C-2) and Letter Regarding the grant of individual limits within the overall limit (Form C-5) both dated 06.12.1993 creation a single charge.
2) Amount secured by the charge/amount owing on the securities of charge	Demand cash credit (Fully flexible with BO and EPC) Rs.60.000 Millions Bill Discounting (Fully flexible with CC and EPC) Rs.60.000 Millions Export Packing Credit (Fully flexible with CC and EPC) Rs.60.000 Millions Letter of credit Inland/ import/ DA DP) Rs.52.000 Millions Guarantee (P and F) Rs.8.000 Millions Total Rs.120.000 Millions
3) Short particular of the property charged. If the property acquired is subject to charge, date of the acquired of the property should be given	First charge one all present and future goods, book debts and all other movable assets of the compete including documents of title the goods, outstanding moneys, receivables including receivables by way of cash assistances and/ or cash incentives under the cash incentive scheme or any other scheme claims, including claims by way of refund of customers/ excise duties under the duty drawback credit scheme in the schedule to the agreement and all future machinery belonging to or in possession or under the control of the company. Wherever lying stored and kept whether in the possession India or thought out the world including all such goods, other movable assets as may be in course of shipments transit or delivery.
4) Gist of the terms and conditions and extent and operation of the charge.	Interests : Demand cash credit limit 16.5% Bills discounting limit 15.5% Export packing credit limit Margin: Raw Materials(i) Stock in process 30%
5) Name and Address and description of the person entitled to the charge.	State Bank of India Industrial Finance Branch, Killick House, Mumbai – 400001
6) Date and brief description of instrument modifying the charge	NA
7) Particulars of modifications specifying the terms and conditions or the extent of operations of the charge in which modification is made and the details of the modification.	NA

Name of the company	CHEMINOVA INDIA LIMITED
Presented By	BNP Paribas, 62, Honji Street, Fort, Mumbai – 400 001
1) Date and description of instrument creating the change	Hypothecation Agreement dated 25.06.2004
2) Amount secured by the charge/amount owing on the securities of charge	Rs.200.000 millions for funded and non-funded credit facilities granted by the Bank to the company.
3) Short particular of the property charged. If the property acquired is subject to charge, date of the acquired of the property should be given	Hypothecation of all the movable assets of the company such as raw materials, stock in process, finished goods and other current assets lying at various factories, godowns, warehouses, retail outlets etc., wherever situated or in transit both present and future, belonging to the company as security by way of First Charge on pari passu basis with other Banks for the due repayment by the company to the Bank of all dues under the aforesaid credit facilities. Hypothecation of all the book debts, outstanding monies, receivables, claims and bills which are now due and owing or which may at any time hereafter during the continuance of this security become due and owing to the company in the course of its business by any Government Department or Office or any Municipal or Local or Public or Semi Governmental Body or Authority or any body corporate or undertaking or project whatever in the Public Sector as security by way of First Charge on pari passu basis with other Banks for the due repayment by the company to the Bank of all dues under the aforesaid credit facilities.
4) Gist of the terms and conditions and extent and operation of the charge.	The company shall pay interest for the aforesaid credit facilities in accordance with the interest rate mentioned in the Bank’s Sanction Letter or as may be changeable thereon at rates applicable (including penal interest) from time to time and as may be informed by the Bank to the Company and all costs, charges and expenses (including costs of legal proceedings) related thereto. The company shall at all times during the continuance of this security keep and maintain such margin of security in favour of the Bank as may from time to time be notified by the Bank. Right of entry, inspection, value and / or take charge of and/ or to seize, recover, receive, appoint receiver of and/ or take possession of, sell or realize by public auction or private contract all or any of the hypothecated assets reserved in favour of the Bank on the happening of any of the events specified in the Hypothecation Agreement.
5) Name and Address and description of the person entitled to the charge.	BNP Paribas, French Bank Building, 62, Honji Street, Fort, Mumbai – 400 001
6) Date and brief description of instrument modifying the charge	Not Applicable
7) Particulars of modifications specifying the terms and conditions or the extent of operations of the charge in which modification is made and the details of the modification.	Not Applicable

Contingent Liabilities:

Claims against company not acknowledged as debts, in respect of	As on 31.12.2007 Rs. in Millions
a) Penalty Levied for Non submission of Bill of Entry (Rs.0.260 million deposited under protest)	1.300
b) Disputed Sales Tax Demands (Rs.0.231 million deposited under protest)	0.282
c) Consumer Disputed under Redressal Forum (Rs.0.100 million deposited under protest)	0.100

FIXED ASSETS:

• Leasehold Land
• Building
• Plant and Machinery
• Furniture and Fittings
• Motor Vehicle

PERFORMANCE:

During the year, net turnover of the company was Rs.2679 millions as against to Rs.2592 millions of the previous year ended 31.12.2006 which was higher by 3.3%. Formulation division recorded 16.9% growth on the back of buoyancy in the market. However, increase in input cost due to provision under revised Accounting Standard coupled with general rise in salaries and wages, made marginal adverse impact on Gross Profit. Gross Profit before Interest, Depreciation and Tax for the year was at Rs.187.600 millions against Rs.188.100 millions in the previous year.

ISO 9001:2000 CERTIFICATION:

The company has ISO 9001:2000 DNV certifications for its Technical Division.

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.48.71
UK Pound	1	Rs.72.85
Euro	1	Rs.64.70

SCORE & RATING EXPLANATIONS

SCORE FACTORS	RANGE	POINTS
HISTORY	1~10	7
PAID-UP CAPITAL	1~10	7
OPERATING SCALE	1~10	7
FINANCIAL CONDITION
--BUSINESS SCALE	1~10	9
--PROFITABILIRY	1~10	6
--LIQUIDITY	1~10	8
--LEVERAGE	1~10	8
--RESERVES	1~10	7
--CREDIT LINES	1~10	7
--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	YES
--EXPORT ACTIVITIES	YES/NO	YES
--AFFILIATION	YES/NO	YES
--LISTED	YES/NO	NO
--OTHER MERIT FACTORS	YES/NO	YES
TOTAL		66

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