MIRA INFORM REPORT

Report Date :

16.06.2008

IDENTIFICATION DETAILS

Name :	KEMIN INDUSTRIES SOUTH ASIA PRIVATE LIMITED
Formerly Known As :	KEMIN NUTRITIONAL TECHNOLOGIES (INDIA) PRIVATE LIMITED
Registered Office :	K- 3 Plot, SIPCOT Industrial Estate, 11^th Cross Road, Gummidipoondi – 601 201, Tamilnadu
Country :	India
Financials (as on) :	31.12.2006
Date of Incorporation :	02.06.1998
Com. Reg. No.:	18 – 40600
CIN No.: [Company Identification No.]	U93090TN1998PTC040600
TAN No.: [Tax Deduction & Collection Account No.]	CHNK00824F CHEK02295G
PAN No.: [Permanent Account No.]	AABCK3316P
Legal Form :	Private Limited Liability Company
Line of Business :	Manufacturer, Exporter and Importer of Food and Feed Additives.

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 556610
Status :	Good
Payment Behaviour :	Regular
Litigation :	Clear
Comments :	Subject is a well-established and reputed company meeting its normal commitments timeously. Trade relations are fair. Business is active. General financial position is good. The company can be considered good for normal business dealings.

INFORMATION PARTED BY

Name :	Mr. Tyag Rajan
Designation :	HR
Contact No.:	9381286537
Date :	11.06.2008

LOCATIONS

Registered Office :	K- 3 Plot, SIPCOT Industrial Estate, 11^th Cross Road, Gummidipoondi – 601 201, Tamilnadu, India
Tel. No.:	91-44-42202800
Fax No.:	91-44-42202810/ 27923403
E-Mail :	mail.india@kemin.com sree.fcs@gmail.com srinivasan.venkataraman@hdfcbank.com
Website :	http://www.kemin.com
Location :	Owned
Corporate Office :	73, Harrington Road, Chetpet, Chennai – 600 031, Tamilnadu, India
Tel. No.:	91-44-28221644
Factory :	The Trapezium, Second Floor, No. 39, Nelson Manickam Road, Chennai – 600029, Tamilnadu, India
Location :	Owned
Branch Office :	F 181, Anna Nagar, Chennai – 600 102, Tamilnadu, India
Tel. No.:	91-44-26201580
Branch Office :	242, Sidco Industrial Estate, Chennai – 600 098, Tamilnadu, India
Tel No.:	91-44-26254106

DIRECTORS

Name :	Mr. G S Ramesh
Designation :	Managing Director (President)
Address :	No. 59, 3^rd Cross, RBI Housing Colony, 3^rd Block, East Jay Nagar, Bangalore
Date of Birth/Age :	34 Years
Qualification :	Graduate
Date of Appointment :	30.10.2002
Name :	Mr. M S Sridhar
Designation :	Alternate Director to R W Nelson
Date of Birth/Age :	05.07.1959
Qualification :	Graduate
Date of Appointment :	01.11.2006
Name :	Mr. R W Nelson
Designation :	Director
Address :	Bosmanslei 5, 2018, Antwerp, Belgium
Name :	Dr. Christopher E. Nelson
Designation :	Director
Address :	Kotevianestraat, 4 Bus, 40, 2300 Turnhut, Belgium
Date of Appointment :	22.12.1998
Name :	Dr. K. Raja Shekhar
Designation :	Alternate Director to Christopher E. Nelson
Address :	D – 16, Vijilaxmi Nagar, Warden Road, Mylapore, Chennai – 600 102, Tamilnadu, India
Date of Appointment :	17.12.1998
Name :	Mr. G. Ananhtaram
Designation :	Alternate Director
Date of Birth/Age :	No. 19, Tanibai Nivas, 251, Station Road, Wadala, Mumbai – 400031, Maharashtra, India
Date of Appointment :	19.03.2004
Name :	Mrs. K N S Geetha Krishnan
Designation :	Alternate Director
Date of Birth/Age :	20.08.1965
Date of Appointment :	31.05.2006

KEY EXECUTIVES

Name :	Mr. Samraj Jaichandran
Designation :	Vice President
Date of Birth/Age :	33 Years
Qualification :	Graduate
Name :	M/s Srinivasan and Associates
Designation :	Flat No. 6, 1^st Floor, Vasanth Apartments, Mo.14, Bangorammal Street, Mylapore, Chennai – 600004, Tamilnadu, India
Tel no.:	91-44-24985844/ 42107481
Mobile No.:	91-9383949755/ 9884014684

MAJOR SHAREHOLDERS / SHAREHOLDING PATTERN

As on 26.05.2006

Names of Shareholders	No. of Shares
Kemin Europo NV	10
Kemin Industries Inc.	2133234
Total	2133244

Equity share breakup (Percentage of total equity)

As on 30.06.2007

Sr. No.	Category	Percentage
1.	Foreign holding (Foreign institutional investors, Foreign companies, Foreign financial institutions, Non resident or Overseas corporate bodies or Others	100.00
	Total	100.00

BUSINESS DETAILS

Line of Business :	Manufacturer, Exporter and Importer of Food and Feed Additives.
Exports :
Products :	Food Feed additives
Countries :	Bangaladesh
Imports :
Products :	Container
Countries :	China Japan
Terms :
Selling :	Credit ( 90 days)
Purchasing :	Credit (90 days)

GENERAL INFORMATION

Customers :	Poultry Feed Manufacturers
No. of Employees :	30
Bankers :	v HDFC Bank, Tamilnadu v ICICI Bank v Global Trust Bank 63, Dr. Radhakrishna Salai, Chennai, Tamilnadu, India
Facilities :	CC [The company enjoys some facilities from it’s banker’s]

Banking Relations :	Good
Auditors :
Name :	M/s Kuruvilla and Jose Chartered Accountants
Address :	41/695, Chitoor Road, Kochi – 682 018
Tel. No.:	91-44-2391443/2391939
E-Mail :	kmjose@satyam.net.in
Holding Company:	v Kemin Industries Inc. USA
Company under same Management :	v Kemin Industries (Asia) Private Limited, Singapore v Kemin Europa N V, Belgium v Kemin America, USA v Kemin Nutrisurance, USA v Kemin China v Kemin Health, L.C.

CAPITAL STRUCTURE

Authorised Capital :

No. of Shares	Type	Value	Amount
5,200,000	Equity shares	Rs. 10/- each	Rs. 52.000 millions

Issued, Subscribed & Paid-up Capital :

No. of Shares	Type	Value	Amount
2,133,244	Equity shares	Rs. 10/- each	Rs. 21.332 millions

FINANCIAL DATA

[all figures are in Rupees Millions]

ABRIDGED BALANCE SHEET

SOURCES OF FUNDS		31.12.2006	31.12.2005	31.12.2004
SHAREHOLDERS FUNDS
1] Share Capital		21.332	21.332	21.332
2] Share Application Money		0.000	0.000	0.000
3] Reserves & Surplus		89.990	85.021	54.259
4] (Accumulated Losses)		0.000	0.000	0.000
NETWORTH		111.322	106.353	75.591
LOAN FUNDS
1] Secured Loans		20.069	43.113	17.907
2] Unsecured Loans		4.406	3.305	0.941
TOTAL BORROWING		24.475	46.418	18.848
DEFERRED TAX LIABILITIES		4.084	5.017	0.000
TOTAL		139.881	157.788	94.439
APPLICATION OF FUNDS
FIXED ASSETS [Net Block]		63.354	68.343	47.740
Capital work-in-progress		3.059	2.596	0.000
INVESTMENT		0.100	0.100	0.100
DEFERREX TAX ASSETS		0.000	0.000	0.000
CURRENT ASSETS, LOANS & ADVANCES
	Inventories	37.753	43.145	28.181
	Sundry Debtors	117.049	100.270	50.141
	Cash & Bank Balances	17.881	5.418	4.980
	Other Current Assets	0.000	0.000	0.000
	Loans & Advances	59.393	49.011	43.933
Total Current Assets		232.076	197.844	127.235
Less : CURRENT LIABILITIES & PROVISIONS
	Current Liabilities	48.743	59.498	49.104
	Provisions	109.965	51.597	33.297
Total Current Liabilities		158.708	111.095	82.401
Net Current Assets		73.368	86.749	44.834
MISCELLANEOUS EXPENSES		0.000	0.000	1.765
TOTAL		139.881	157.788	94.439

PROFIT & LOSS ACCOUNT

PARTICULARS		31.12.2006	31.12.2005	31.12.2004
Sales Turnover		361.356	304.751	216.243
Other Income		1.702	1.554	0.309
Total Income		363.058	306.305	216.552
Profit/(Loss) Before Tax		55.032	41.609	27.030
Provision for Taxation		13.577	10.847	7.157
Profit/(Loss) After Tax		41.455	30.762	19.873
Earnings in Foreign Currency :
	Export Earnings	70.930	19.937	0.000
Total Earnings		70.930	19.937	0.000
Imports :
	CIF Value	91.034	23.099	0.000
Total Imports		91.034	23.099	0.000
Expenditures :
	Cost of Goods Sold	155.296	129.774	3.595
	Manufacturing Expenses	38.545	36.826	3.365
	Administrative Expenses	34.343	28.494	0.945
	R and D Expenses	10.048	6.359	93.861
	Consumption of stores and spares parts	6.210	6.500	0.151
	Salaries, Wages, Bonus, etc.	5.021	4.186	20.557
	Depreciation & Amortization	13.369	13.942	0.761
	Other Expenditure	45.194	38.615	66.287
Total Expenditure		308.026	264.696	189.522

KEY RATIOS

PARTICULARS		31.12.2006	31.12.2005	31.12.2004
PAT / Total Income	(%)	11.42	10.04	9.18
Net Profit Margin (PBT/Sales)	(%)	15.23	13.65	12.49
Return on Total Assets (PBT/Total Assets}	(%)	15.16	13.58	12.48
Return on Investment (ROI) (PBT/Networth)		0.49	0.39	0.36
Debt Equity Ratio (Total Liability/Networth)		1.43	1.04	1.09
Current Ratio (Current Asset/Current Liability)		1.46	1.78	1.54

LOCAL AGENCY FURTHER INFORMATION

Form 8

Name of the company

KEMIN INDUSTRIES SOUTH ASIA PRIVATE LIMITED

Presented By

Mr. G. Anantharam – Director (Finance and Administration)

1) Date and description of instrument creating the change

1. Letter of hypothecation of stock and book debts.

2. Memorandum relating to hypothecation of machinery both documents dated 24^th day of July 2004

2) Amount secured by the charge/amount owing on the securities of charge

Rs. 43.500 millions

3) Short particular of the property charged. If the property acquired is subject to charge, date of the acquired of the property should be given

On Pari passu first charge on all the stock in trade both present and future consisting of raw materials, finished goods, goods in process of manufacturing and other merchandise whatsoever being movable properties now or at any time hereafter belonging to us or at the disposal and now or at any time and from time to time hereafter stored or to be stored or brought into or upon or in course of transit to the factory or premises or at any other place whatsoever and wheresoever in the possession or occupation or at any other premises or place and all book debts, outstandings monies receivables, claims and bills which are now due and owing or which may at any time hereafter during the continuance of this security becomes due and owing to the borrower in the course of its business by any person, firm, company or body corporate or by the Government department or office or any municipal or local or public or semi government body or authority or any body corporate of undertaking or project whatever in the public sector.

On Pari Passu first charge on all the movable plant and machinery both present and future consisting of being movable properties now stored at or being stored or which may hereafter be brought into or stored at or at present installed at K3, 11^th Cross Street, SIPCOT Industrial Complex, Gummidipoondi and also the Plant and Machinery which may at any time hereafter belonging to me/us or at the disposal and now or at any time and from time to time hereafter stored or to be stored or brought into or upon or in course of transit or awaiting transit by any mode of transport to the factory or premises or at any other place whatsoever and wheresoever in the possession of occupation or at any other premises or place.

4) Gist of the terms and conditions and extent and operation of the charge.

Facility	Limit (Rs. in millions)
Cash Credit / WXDL / Export Pre and Post Shipment Credit	20.000
Letter of Credit / BG	5.000
Intra day / ST CMS	18.500
Total	43.500

Rate of Interest:

Any such rates as may be advised to the company from time to time for the respective facilities.

Margin of Security:

25% on stock and book debts

10% on export order on EPC

15% on LC / Bank Guarantees.

5) Name and Address and description of the person entitled to the charge.

HDFC Bank Limited

Mariam Centre, 1^st Floor, 751 – B, Anna Salai, Chennai – 600 002, Tamilnadu, India

6) Date and brief description of instrument modifying the charge

1. Memorandum relating to hypothecation of machinery dated 29.06.2005

2. No Instrument. Mortgage by deposit of title deeds dated 23.07.2008 was made by Kemin Nutritional Technologies India Private Limited (Borrower) in favour of HDFC Bank Limited (Bank) copy of memorandum of entry dated 23.07.2005 enclosed.

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.

The loan and limits granted to the company stands enhanced given below:

Facility	Existing (Rs. in millions)	Revised (Rs. in millions)
Cash credit/WCDL/Export credit and bill discounting	30.000	10.000
Letter of credit /BG	10.000	10.000
Pre settlement risk	4.750	4.750
Intra day / ST CMS	5.000	5.000
Term loan	11.000	44.600
Total	60.750	74.350

Security

1. Hypothecation of company entire stocks of finished goods, consumable stores ands spares, book debts and other current assets of the company and hypothecation of machinery to be acquired out of fresh term loan of Rs. 33.600 millions.

2. First charge on fixed assets of the company (Plant and Machinery, Office Equipments and land and building situated at K – 3, 11^th cross street, SIPCOT Industrial Complex, Gummidipoondi – 601 201

3. Equitable mortgage of property situated at Plot No. K – 3, in the SIP Cot’s Industrial Complex at Pappankuppam within the village limits of Gummidipoondi Taluk of Gummidipoondi sub- registrationdistrict of Tiruvallur in revenue district containing by admeasurement 5.00 acres or about bearing survey Nos. 256 and 257 part and bounded

North : By storm water drain

South: By Plot No. K-2

East: By Plot No. K-4

West: By 18.00 M Road

Rate of Interest:

Any such rates as may be advised to the company from time to time for the respective facilities.

Margin of Security:

As may be advised to the company from time to time for the respective facilities.

Form 8

This form is for	Modification of charge
Charge identification number of the charge to be modified	90287934
Corporate identity number of the company	U93090TN1998PTC040600
Name of the company	KEMIN INDUSTRIES SOUTH ASIA PRIVATE LIMITED
Address of the registered office or of the principal place of business in India of the company	K- 3 Plot, SIPCOT Industrial Estate, 11^th Cross Road, Gummidipoondi – 601 201, Tamilnadu, India
Type of charge	v Book debts v Movable property (not being pledge) v Floating charge
Particular of charge holder	CIN: L65920MH1994PLC080618 Name: HDFC Bank Limited Address: HDFC Bank House, Senapati Bapat Marg, Lower Parel (West) City: Mumbai State: Maharashtra ISO country code: IN Pin code: 400013 E-mail ID: sriniovasan.venkataraman@hdfcbank.com
Nature of description of the instrument creating or modifying the charge	i) Letter of hypothecation of stocks and book debts dated 15^th February, 2008 ii) Memorandum relating to hypothecation of machinery dated 15.02.2008
Date of instrument Creating the charge	15.02.2008
Amount secured by the charge	Rs. 67.500 millions
Brief particulars of the principal terms an conditions and extent and operation of the charge	Rate of Interest Any such rate as may be advised to the company from time to time in respect of the credit facilities. Terms of repayment Repayable on demand Margin As may be prescribed by the bank from time to time for the credit facilities. Extent operation of the charge Hypothecation by way of exclusive first charge in favour of HDFC Bank Limited on all the stock in trade, book debts and movable plant and machinery of the company both present and future.
Short particulars of the property charged	Hypothecation by way of exclusive first charge in favour of HDFC Bank Limited on all the stock in trade, book debts and movable plant and machinery of the company both present and future.
Particulars of the present modification	The credit facility granted to the company by HDFC Bank Limited has been enhanced from Rs. 43.500 millions to Rs. 67.500 millions secured by hypothecation by way of Exclusive first charge in favour of HDFC Bank Limited on all the stock in trade, book debts and movable plant and machinery of the company (more particularly described in the attachment).

History

Subject was incorporated on 7^th October, 1996 at Chennai in Tamilnadu having Company Registration Number 40600.

In the year 1990, the company entered into the Indian subcontinent through distributors. Later in 1997, realizing the need for providing more focus and customized services, a full-fledged manufacturing facility was set up in Gummidipoondi near Chennai on the south-eastern coast of India.

Business

The company boasts of world-class manufacturing and state-of-the-art Research and Development facilities. This is the fourth manufacturing facility for Kemin Worldwide after the U.S.A., Belgium and Singapore.

The current business caters to Poultry, Aqua, Ruminants and Foods. The company has also made forays into the overseas markets such as Bangladesh and is in the process of establishing its presence in Nepal.

At company, continuous effort was made to upgrade innovation, technology and service in order to provide better values to customer.

Subject operates from caption owned office-cum-factory premises.

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. 42.87
UK Pound	1	Rs. 83.41
Euro	1	Rs. 66.11

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	8
--PROFITABILIRY	1~10	6
--LIQUIDITY	1~10	8
--LEVERAGE	1~10	8
--RESERVES	1~10	8
--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	NO
--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