MIRA INFORM REPORT

Report Date :

31.03.2008

IDENTIFICATION DETAILS

Name :	THE STRUCTURAL WATERPROOFING COMPANY PRIVATE LIMITED
Registered Office :	Plot 38/1, Block – GN, Sector IV V, Salt Lake City, Kolkata 700091, West Bengal
Country :	India
Financials (as on) :	31.03.2007
Date of Incorporation :	21.03.1950
Com. Reg. No.:	21-18695
CIN No.: [Company Identification No.]	U36992WB1950PTC018695
TAN No.: [Tax Deduction & Collection Account No.]	DELS06072D
Legal Form :	Private Limited Liability Company
Line of Business :	Manufacturer and Exporters of all kinds of construction chemical like waterproofing, epoxies, plasticisisers, roof waterproofing, flooring etc.

RATING & COMMENTS

MIRA’s Rating :

Ba

RATING		STATUS	PROPOSED CREDIT LINE
41-55	Ba	Overall operation is considered normal. Capable to meet normal commitments.	Satisfactory

Maximum Credit Limit :	USD 300000
Status :	Satisfactory
Payment Behaviour :	Usually Correct
Litigation :	Clear
Comments :	Subject is a well-established company having fine track. Directors are reported as experienced, respectable and resourceful businessmen. Their trade relations are fair. Payments are usually correct and as per commitments. The company can be considered good for normal business dealings at usual trade terms and conditions.

LOCATIONS

Registered Office/Factory :	Plot 38/1, Block – GN, Sector IV V, Salt Lake City, Kolkata 700091, West Bengal, India
Tel. No.:	91-33-23573546 / 23573547
Fax No.:	91-33-23573881
E-Mail :	swccalcutta@satyam.net.in
Website :	www.swcpl.com
Area :	2200 Sq. fts.
Location :	Leased
Corporate Office :	Plot No. 1401/1, 3^rd Phase, GIDC, Vapi – 396 195, Gujarat
Tel. No.:	91-260-2433928
Fax No.:	91-260-2433928
Plants :	Ø 8/1, Sevak Vaidya Street, Kolkata – 700019 Area : 2200 sq. ft. Location : Leased
Branches :	B – 29, Sector – IV, District Ghaziabad, Gautam Buddha Nagar, Noida, Uttar Pradesh – 201301 Location : Leased C-1-6124/6125, 4^th Phase, G.I.D.C., Vapi- 396195, Gujarat, India Location : Leased G-6, Brown Nest Apartment, No. 73, 2^nd Main Road, Gandhi Nagar, Adyar, Chennai – 600020, Tamilnadu 56, Mahavir Centre, Sector 17, Vashi, Navi Mumbai – 400703, Maharashtra Tel. 91-22-27893601 Fax. 91-22-27893571 406, Deepali, 92, Nehru Place, New Delhi – 110 019 Tel. 91-11-26435432/26445680 Fax. 91-11-26221055/26416861

DIRECTORS

Name :	Mr. Arnaud Riou
Designation :	Director
Address :	Sunflower Garden, 74, Topsia Road [South], Kolkata 700046, West Bengal, India
Date of Birth/Age :	17.08.1970
Date of Appointment :	20.12.2006
Name :	Mr. Berge Charlespierre Eric
Designation :	Director
Date of Birth/Age :	28.06.1967
Date of Appointment :	20.12.2006
Name :	Mr. Shimana Gupta
Designation :	Director
Date of Birth/Age :	22.12.1976
Date of Appointment :	06.08.2001
Name :	Mr. Lubbertus Pieter Dijkema
Designation :	Director
Date of Birth/Age :	22.05.1958
Date of Appointment :	20.12.2006
Name :	Mr. Pascale Anne Dubreuil
Designation :	Director
Date of Birth/Age :	07.11.1966
Date of Appointment :	20.12.2006
Name :	Mr. Sumit Gupta
Designation :	Managing Director
Address :	CICO House, 21/1, Dover Road, Kolkata – 700 019, West Bengal, India
Date of Birth/Age :	06.02.1949
Qualification :	M. Sc.
Experience :	15 Years
Other Directorship :	Ø CICO Dimet Private Limited Ø CICI Engineering Services Private Limited Ø CICO Finance Private Limited Ø CIC Holding Private Limited Ø FRC Composites India Limited Ø Payel Construction Chemical Private Limited
Date of Appointment:	02.11.1978
Name :	Mr. Jayanta Basu Roy
Designation :	Director
Address :	26/S/A Block B, New Alipur, Kolkata – 700053, West Bengal, India
Date of Birth/Age :	10.08.1941
Qualification :	B. Sc.
Experience :	15 Years
Date of Appointment :	01.03.2001
Name :	Mr. D K Chatterjee
Designation :	Director
Address :	416, Sector III, Salt Lake, Kolkata – 700091
Date of Birth/Age :	07.09.1941
Qualification :	M.Sc.
Experience :	15 Years
Date of Appointment :	07.11.2002
Name :	Mr. S R Raju
Designation :	Director
Date of Birth/Age :	23.05.1959
Experience :	15 Years
Name :	Mr. Arnaud Riou
Designation :	Director
Date of Birth/Age :	17.08.1970
Date of Appointment :	20.12.2006

KEY EXECUTIVES

Name :	Rama Nath Saha
Designation :	Company Secretary
Address :	Samara Pally [Near Milan Bazar], Bloc No. 35, F/1 [Opposite Water Pump], Krishnapur, Kolkata, West Bengal, India
Tel. No.:	91-33-25715657

MAJOR SHAREHOLDERS / SHAREHOLDING PATTERN

[As on 11.09.2006]

Names of Shareholders	No. of Shares
Sumit Gupta	27926
Chandana Gupta	18768
Shimana Guptachawla	10
Equity Share Break-up [As on 31.03.2007]	Percentage of Holding
Foreign Holdings	74.00
Directors or relatives of the Directors	26.00
Total	100.00

BUSINESS DETAILS

Line of Business :

Manufacturer and Exporters of all kinds of construction chemical like waterproofing, epoxies, plasticisisers, roof waterproofing, flooring etc.

Products :

Product Description	Item Code No
Struco-N/Supaplast	3824.9

Brand Names :

"CICO"

Exports :

Countries :

Dubai, Maldives, Nepal, Russia and Sri Lanka

Imports :

Countries :

Australia, Germany, Italy, Japan, Taiwan and UK

Terms :

Selling :

Credit (30 days) or L/C

Purchasing :

L/C or Credit (30 days)

GENERAL INFORMATION

Suppliers :	· DIMET, Australia · FRC Composites Limited, Canada · Thiokal Corporation, UK · Toshen Kaken Limited, Japan
Customers :	· Hooghly River Bridge Corporation Limited · Metro Railway · National Hydro Power Corporation Limited · National Thermal Power Corporation Limited · Nuclear Power Corporation Limited · The Tata Iron & Steel Company Limited · Vishakhapatnam Steel Plant · Wholesalers, Manufacturers And Government Bodies
No. of Employees :	250
Bankers :	· Allahabad Bank, Chennai, Tamilnadu · Allahabad Bank, 57, Park Street, Kolkata – 700 016, West Bengal · Allahabad Bank, Nehru Place, New Delhi – 110 019 · Allahabad Bank, Vapi, Gujarat · HDFC Bank · UCO Bank, Main Branch, N. S. Road, Kolkata - 700001, West Bengal Credit Limit : Rs. 20.000 Millions

Banking Relations :	Satisfactory
Auditors :
Name :	Ratan Sarkar Chartered Accountants
Address :	2/1 B, Hindustan Park, 2^nd Floor, Kolkata 700029, West Bengal, India
Memberships :	Confederation of Indian Industry
Associates :	CICO Engineering Services Private Limited CICO Finance Private Limited CICO Holding Private Limited CICO Toshin Services Private Limited FRC Composites India Limited Payal Construction Chemical Private Limited
Subsidiaries :	Cico Engineering Services Private Limited CIN No.: U33125WB1988PTC044846 CICO Dimet Private Limited Cico Engineering Services Private Limited

CAPITAL STRUCTURE

Authorised Capital :

No. of Shares	Type	Value	Amount
200000	Equity Shares	Rs. 100/- each	Rs. 20.000 Millions

Issued, Subscribed & Paid-up Capital :

No. of Shares	Type	Value	Amount
46700	Equity Shares	Rs. 100/- each	Rs. 4.670 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		4.670	4.670	4.670
2] Share Application Money		16.157	0.000	0.000
3] Reserves & Surplus		56.082	55.691	52.583
4] (Accumulated Losses)		0.000	0.000	0.000
NETWORTH		76.909	60.361	57.253
LOAN FUNDS
1] Secured Loans		109.346	106.223	83.116
2] Unsecured Loans		5.659	4.060	1.724
TOTAL BORROWING		115.005	110.283	84.840
DEFERRED TAX LIABILITIES		0.000	0.000	0.000
TOTAL		191.914	170.644	142.093
APPLICATION OF FUNDS
FIXED ASSETS [Net Block]		20.568	17.716	17.315
Capital work-in-progress		0.000	0.000	0.000
INVESTMENT		1.314	1.162	1.251
DEFERREX TAX ASSETS		0.000	0.000	0.000
CURRENT ASSETS, LOANS & ADVANCES
	Inventories	81.112	60.153	32.205
	Sundry Debtors	154.483	155.304	118.508
	Cash & Bank Balances	16.816	29.531	17.426
	Other Current Assets	0.125	0.448	0.570
	Loans & Advances	37.974	31.868	29.325
Total Current Assets		290.510	277.304	198.034
Less : CURRENT LIABILITIES & PROVISIONS
	Current Liabilities	117.141	119.763	74.346
	Provisions	3.337	5.775	0.161
Total Current Liabilities		120.478	125.538	74.507
Net Current Assets		170.032	151.766	123.527
MISCELLANEOUS EXPENSES		0.000	0.000	0.000
TOTAL		191.914	170.644	142.093

PROFIT & LOSS ACCOUNT

PARTICULARS		31.03.2006	31.03.2005
Sales Turnover		410.649	299.320
Other Income		1.367	1.688
Total Income		412.016	301.008
Profit/(Loss) Before Tax		13.111	7.446
Provision for Taxation		4.865	2.725
Profit/(Loss) After Tax		8.246	4.721
Earning in Foreign Currency		1.752	NA
Total Imports		7.535	NA
Expenditures :
	Raw Material Consumed	102.611	97.177
	Salaries, Wages, Bonus, etc.	14.184	12.734
	Payment to Auditors	0.062	0.038
	Interest	12.267	9.493
	Insurance Expenses	0.282	0.342
	Power & Fuel	2.256	1.103
	Other Expenditure	267.243	172.675
Total Expenditure		398.905	293.562

KEY RATIOS

PARTICULARS		31.03.2007	31.03.2006	31.03.2005
PAT / Total Income	(%)	NA	2.00	1.56
Net Profit Margin (PBT/Sales)	(%)	NA	3.19	2.48
Return on Total Assets (PBT/Total Assets}	(%)	NA	44.44	3.45
Return on Investment (ROI) (PBT/Networth)		NA	0.21	0.13
Debt Equity Ratio (Total Liability/Networth)		3.06	3.90	2.78
Current Ratio (Current Asset/Current Liability)		2.41	2.20	2.65

LOCAL AGENCY FURTHER INFORMATION

Note:

The situation of the registered office of the company was changed from CICO House, 21/1, Dover Road, Kolkata – 700 019, West Bengal, India to Plot 38/1, Block – GN, Sector IV V, Salt Lake City, Kolkata 700091, West Bengal, India w.e.f. 01.12.2006.

Form 8

Bankers Charges Report as per Registry

This Form is for	Creation of Charge
Charge identification number of the charge to be modified	NA
Corporate identity number of the company	U36992WB1950PTC018695
Name of the company	THE STRUCTURAL WATERPROOFING COMPANY PRIVATE LIMITED
Address of the registered office or of the principal place of business in India of the company	Plot 38/1, Block – GN, Sector IV V, Salt Lake City, Kolkata 700091, West Bengal
Type of charge	Book Debts Movable Property Floating Charge
Particular of charge holder	HDFC Bank Limited HDFC Bank House Senapati Bapat Marg, Lower Parel [West], Mumbai 400013, Maharashtra, India E-mail: rbbform8@hdfcbank.com
Nature of description of the instrument creating or modifying the charge	Letter of hypothecation
Date of instrument Creating the charge	09.08.2007
Amount secured by the charge	Rs. 150.000 Millions
Brief particulars of the principal terms an conditions and extent and operation of the charge	[a] Rate of interest Interest at the rate as may be communicated by the Bank from time to time. [b] Terms of repayment On demand [c] Margin Company shall at all times during the continuance of this security maintain the said debts of a sufficient amount to provide the margin of security as may from time to time advised by the Bank. [d] Extent and operation of the charge hypothecation by way of first charge on Company’s Stocks, Book Debts, etc. to secure as a continuing Security for repayment of monies due and payable by the borrower to the Bank.
Short particulars of the property charged	Hypothecation by way of first charge on [a] all the stock in trade both present and future consisting of raw materials, finished goods, goods in process of manufacturing and other merchandise, fixed assets and whatsoever being movable properties [b] all present and future book debts

AS PER WEBSITE DETAILS:

MANUFACTURING UNITES AND CONTRACT DIVISION:

Subject has modern manufacturing facilities in NOIDA (New Delhi), SALT LAKE CITY (Calcutta), VAPI (Gujarat) & AMBATTUR (Chennai). All these plants have sophisticated high volume facilities and fully equipped testing laboratories. Without compromise on men, material or technology, these plants manufacture a wide range of, concrete admixtures, cement additives, waterproofers, watersealers, floorings, liquid membrane coatings, curing compounds, cement grouts, chemical grouts, polysulphide sealants, repair mortars etc;all indispensible components for todays Construction Industry.

Responding to the emerging needs of the construction industry, SWC set up its own technical team "CONTRACT DIVISION", which works towards resolving problems requiring expertise in waterproofing, water stoppage,and corrosion protection. SWC’s endeavour is to interact with customers, to understand their problem areas, meet consultants regularly to provide need based solutions and to offer performance guarantees, and know how, perfected over years of experience.

SWC has ventured into the area of INDUSTRIAL LUBRICANTS recently. CHEKO LUBES, a Strategic Business Unit (SBU) of the company, has exclusive distributorship of EXXON MOBIL, in critical parts of East India.

Their quest has not ended here. SWC has introduced the concept of semi prefabricated fast track housing called SWC MONOLITE HOUSING SYSTEM.

COLLABORATION AND TIE UPS

Subject has developed products to suit conditions prevalent at work sites. Instead of adopting standardized product formulations, SWC has tied up with world leaders in specific areas, introduced their products to its R&D for fine tuning in order to adopt them to the needs of the Construction Industry. SWC acquires technology from the best available sources internationally and has various collaborators & tie-ups.

PRODUCTS:

• Cement & Concrete Waterproofers
• Concrete & Mortar Admixtures
• Concrete Aids
• Protective Coatings, Membranes & Impregnation
• Grouts & Groutings Additives
• Floorings
• Tunneling & Shotcrete Products
• Sealants
• Tile Adhesives
• Repairing Compounds
• Cement Aids

PROJECTS

• It Parks
• Power Sector
• Transport Sector
• Steel Plants
• Nuclear Power Plants
• Department of Space

NEWS

SWC HAS NOW BEEN RATED HIGHEST PERFORMANCE CAPABILITY ORGANISATION"

"SWC BAGS THE SINGLE LARGEST WATERPROOFING CONTRACT EVER AWARDED TO A CONSTRUCTION CHEMICAL COMPANY"

SWC, is a name that has been a very familiar and trusted one in the Indian Construction Industry. In 1930,when The Structural Waterproofing Co.(SWC) was established , it was a company to meet the needs of the times. At that time, SWC, had only one product by the name of CICO No.1. an integral waterproofing compound.The long sightedness and perseverance of the company’s management , alongwith the main guiding principles of Quality, Integrity and Service, gave SWC the impetus it required, and it started growing slowly, but surely.

SWC bagged the single largest waterproofing contract ever awarded to a Construction Chemical Company where in our hydrophilic joint sealant – “SWELL SEAL STRIP AND MASTIC”, “ELASTOTHANE” – Single Component Moisture Cured Polyurethane & “TAPELASTIC” - Flexible Cementitious Membrane, apart from APP Modified ‘Torch-on-Membrane’ has been extensively used which has proved to be very effective in waterproofing the critical areas in the underground structure of the recently commenced DELHI METRO.

"SWC starts a new Manufacturing Unit in Ambattur , Chennai."

In it's Platinum Jubilee year, SWC started a new manufacturing unit in chennai, with large orders pending

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. 40.10
UK Pound	1	Rs. 80.40
Euro	1	Rs. 63.31

SCORE & RATING EXPLANATIONS

SCORE FACTORS	RANGE	POINTS
HISTORY	1~10	8
PAID-UP CAPITAL	1~10	5
OPERATING SCALE	1~10	5
FINANCIAL CONDITION
--BUSINESS SCALE	1~10	6
--PROFITABILIRY	1~10	4
--LIQUIDITY	1~10	5
--LEVERAGE	1~10	5
--RESERVES	1~10	6
--CREDIT LINES	1~10	5
--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		49

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