MIRA INFORM REPORT

Report Date :

14.05.2008

IDENTIFICATION DETAILS

Name :	RAMAN BOARDS LIMITED
Registered Office :	Mysore-Ooty Road, Thandavapura, Mysore-571325, Karnataka
Country :	India
Financials (as on) :	31.12.2007
Date of Incorporation :	04.10.1978
Com. Reg. No.:	08-3383
CIN No.: [Company Identification No.]	U99999KA1978PLC003383 / U20232KA1978PLC003383
TAN No.: [Tax Deduction & Collection Account No.]	BLRR01973G
Legal Form :	A closely held Public Limited Liability Company
Line of Business :	Manufacturer, Importer and Exporter of Electrical Grade Insulation Paper Boards and Components, Cellulose Insole Boards and other Related Speciality Fibre Materials and Stiffener Materials

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 1135628
	Status :			Good
	Payment Behaviour :			Regular
	Litigation :			Clear
	Comments :			Subject is a well established company having satisfactory track. Trade relations are fair. Financial position is satisfactory. Payments are correct and as per commitments. The company can be considered good for normal business dealings at usual trade terms and conditions. Ms. Charisma Acharya (A/C’s Manager) declined to part with any information.

INFORMATION DECLINED BY

Name :	Ms. Charisma Acharya
Designation :	Account Manager
Date :	14.05.2008

LOCATIONS

Registered Office :	Mysore-Ooty Road, Thandavapura-571325, Mysore, Karnataka, India
Tel. No.:	91-8221-228601 to 228606
Fax No.:	91-8221-228608
E-Mail :	finance@ramanboards.com
Website :	www.ramanboards.com
Area :	75000 sq. ft.
Location :	Owned
Head Office :	Mysore-Ooty Road, Thandavapura - 571 302, Nanjangud Taluk, Mysore District, Karnataka, India
Tel. No.:	Direct: 91-821-2596382/91-8221-228606 EPABX: 91-8221-228601/228602/228603/228604/228605
Fax No.:	91-8221-228608
E-Mail :	marketing@ramanboards.com
Regional Offices :	Ø N 43, Lakshmi Nagar, Near Jagatram Park, New Delhi - 110 092, India Ph: 91-11-22541899 Fax: 91-11-22055111 Email: rbl@nde.vsnl.net.in Ø A-551, TTC Industrial Area, MIDC, Mahape, Navi Mumbai - 400 701, India Ph: 91-22-27781648 / 22-22780781 Fax: 91-22-27780782 Email: rblmumbai@vsnl.net
Corporate Office :	313, 5^th Cross, 7^th B Main, 4^th Block, Koramangala, Bangalore-560034, Karnataka, India
Tel. No.:	91-80-41306528
Fax No.:	91-80-41306529
E-Mail :	corporateoffice@ramanboards.com
Factory 1 :	Mysore-Ooty Road, Thandavapura-571325, Mysore, Karnataka, India
Tel. No.:	91-821-228601/02/03/04/05/06
Fax No.:	91-821-228608
Factory 2 :	Shed Floor “F", Chittaranjan Mahal, Jayalakshniouram (Premier Studio) Mysore-570012, Karnataka, India
Factory 3 :	Plot No, 1-250, MIDC (Mahape), TTC Industrial Area, Navi, Mumbai-400701, Maharashtra, India
Factory 4 :	Saraswathi Industrial Colony, Nanjangud –571301, Mysore, Karnataka, India
Sales Office :	5/C, Kamgar Nagar, S. G. Barve Marg, Kurla (East), Mumbai-400024, Maharashtra, India
Overseas Office :	Located At :- Antwerp and Belgium

DIRECTORS

Name :	Mr. V. Raman
Designation :	Founder and Chairman
Date of Birth/Age :	70 years
Qualification :	BE-Electrical and Mechanical
Experience :	50 years
Name :	Mr. Aroon Raman
Designation :	Managing Director
Address :	44 years
Date of Birth/Age :	Engineer, MBA-Warton School, U.S.A.
Qualification :	18 years
Name :	Mr. K. A. Chinappa
Designation :	Director
Name :	Mr. K. C. Poovanna
Designation :	Director
Name :	Mr. G. Ramakrishna
Designation :	Director
Name :	Ms. Sudha Raman
Designation :	Director
Name :	Mr. T. N. Padmanabhan
Designation :	Director
Name :	Mr. K. V. Raghavan
Designation :	Director
Name :	Mr. Ravi Uppal
Designation :	Director
Address :	No. 484 , 9^th Main, 3^rd Cross, Hal II Stage, Indiranagar, Bangalore – 560 008, Karnataka, India
Date of Birth/Age :	09.05.1952
Date of Appointment :	26.07.2007
E-Mail:	ravi.uppal@in.abb.com
Name :	Mr. Rajagoapl Kannabiran
Designation :	Director
Address :	49 B, Sobha Emerald, Behind Jakkur Flying Club, Jakkur, Bangalore – 560 064, Karnataka, India
Date of Birth/Age :	18.08.1956
Date of Appointment :	26.07.2007
E-Mail:	k.rajagopal@in.abb.com
Name :	Mr. Leif Sture Emanuel Lindberg
Designation :	Director
Address :	Mysore-Ooty Road, Thandavapura, Mysore-571325, Karnataka, India
Date of Birth/Age :	11.05.1952
Date of Appointment :	26.07.2007
	sture.lindberg@in.abb.com

SHAREHOLDING PATTERN

Equity Shares Breakup (Percentage of Total Equity): (as on 31.12.2007):-

Sr No.	Category	Percentage
1	Bodies corporate	100.00

BUSINESS DETAILS

Line of Business :

Manufacturer, Importer and Exporter of Electrical Grade Insulation Paper Boards and Components, Cellulose Insole Boards and other Related Speciality Fibre Materials and Stiffener Materials

Product Description	ITC Code
Electrical Insulation Paper Press Boards	481039.20
Cellulose Insole Boards	482390.12
Stiffener Materials	392113.90

Exports to :

Europe, U.S.A., Middle East, Asian/Saarc Markets Bangladesh, Brazil, Belgium, Canada, Egypt, France, Germany, Iran, Malaysia, Nepal, New Zealand, Oman, Portugal, South Arabia, South Korea, Singapore, Spain, South Africa, Sri Lanka, Taiwan, Thailand, Turkey, Indonesia, Kuwait, Greece, Lebenon, Hungery, Austria, Australia, Croatia, Mexico, UK, Vietnam, Irland

Imports from :

U.K. and other European countries

Terms :

Selling :

Contract and Credit (30/45 days)

Purchasing :

L/C, D/A or D/P and Credit (30 days)

GENERAL INFORMATION

Customers :	Ø Bharat Heavy Electricals Limited, India Ø Alsthom, India Ø Asea Brown Boveri/ABB, India Ø Bata, India Ø Liberty Footwear, India Ø Action Shoes, India Ø ABB Limited., Ø Alstom Limited., Ø Andrew Yule and Company Limited., Ø Bharat Bijilee Limited., Ø Bharat Heavy Electricals Limited., Ø Crompton Greaves Limited., Ø ECE Industries Limited., Ø EMCO Limited., Ø IndoTech Transformers Limited., Ø IMP Power Limited., Ø Kanohar Electricals Limited., Ø KAVIKA Ø Marsons Limited., Ø TELK Ø Transformers and Rectifiers (India) Limited., Ø Vijay Electricals Limited., Ø Voltamp Transformers Limited.
No. of Employees :	300
Bankers :	· State Bank of India, Commercial Branch, 7-23 MRN Signature, Vishwamanava Double Road, Saraswathipuram, Mysore-570024, Karnataka, India · Export-Import Bank of India, Centre One Building, Floor 21, World Trade Centre Complex, Cuffe Parade, Mumbai-400005, Maharashtra, India
Banking Relations :	Satisfactory
Auditors :
Name 1:	M A Narasimhan & Company Chartered Accountants
Address :	No.5 and 6, 1^st Cross, Vinayaka Building, Sampige Road, Malleshwaram, Bangalore, Karnataka-560003, India
Name 2 :	S R Batliboi and Company Chartered Accountants
Address:	UB City, Canbera Block, 12^th and 13^th Floor, No. 24, Vittal Mallya Road, Bangalore – 560 001, Karnataka, India
Holding Company:	ABB Global Services Limited
Associates/Subsidiaries :	Raman Stelmat Limited (Under Liquidation / Winding Up)

CAPITAL STRUCTURE

Authorised Capital :

No. of Shares	Type	Value	Amount
3800000	Equity Shares	Rs. 10/- each	Rs. 38.000 millions
200000	Preference shares	Rs. 10/- each	Rs. 2.000 millions
		Total	Rs.40.000 millions

Issued, Subscribed & Paid-up Capital :

No. of Shares	Type	Value	Amount
3082434	Equity Shares	Rs. 10/- each	Rs.30.824 millions

FINANCIAL DATA

[all figures are in Rupees Millions]

ABRIDGED BALANCE SHEET

SOURCES OF FUNDS		01.03.2007 to 31.12.2007	01.04.2006 to 28.02.2007	31.03.2006
		(10 Months)	(11 Months)	(12 Months)
SHAREHOLDERS FUNDS
1] Share Capital		30.824	30.824	30.824
2] Share Application Money		0.000	0.000	0.000
3] Reserves & Surplus		253.083	237.142	293.767
4] (Accumulated Losses)		0.000	0.000	0.000
NETWORTH		283.907	267.966	324.591
LOAN FUNDS
1] Secured Loans		0.000	273.841	251.466
2] Unsecured Loans		250.907	30.267	25.115
TOTAL BORROWING		250.907	304.108	276.581
DEFERRED TAX LIABILITIES		47.381	59.924	0.000
TOTAL		582.195	631.998	601.172
APPLICATION OF FUNDS
FIXED ASSETS [Net Block]		325.438	346.901	352.629
Capital work-in-progress		21.666	50.612	13.078
INVESTMENT		0.000	0.000	51.654
DEFERREX TAX ASSETS		0.000	0.000	0.000
CURRENT ASSETS, LOANS & ADVANCES
	Inventories	120.568	54.362	87.274
	Sundry Debtors	211.134	248.612	185.359
	Cash & Bank Balances	10.787	18.478	9.622
	Other Current Assets	0.000	0.000	7.218
	Loans & Advances	47.478	41.632	59.052
Total Current Assets		389.967	363.084	348.525
Less : CURRENT LIABILITIES & PROVISIONS
	Current Liabilities	140.119	123.133	135.157
	Provisions	14.757	5.466	29.557
Total Current Liabilities		154.876	128.599	164.714
Net Current Assets		235.091	234.485	183.811
MISCELLANEOUS EXPENSES		0.000	0.000	0.000
TOTAL		582.195	631.998	601.172

PROFIT & LOSS ACCOUNT

PARTICULARS		01.03.2007 to 31.12.2007	01.04.2006 to 28.02.2007	31.03.2006
		(10 Months)	(11 Months)	(12 Months)
Sales Turnover		721.552	801.420	661.934
Other Income		41.194	25.025	18.132
Total Income		762.746	826.445	680.066
Profit/(Loss) Before Tax		30.458	13.801	53.427
Provision for Taxation		13.817	18.442	19.962
Profit/(Loss) After Tax		16.641	[4.641]	33.465
Export Value		253.305	229.041	132.525
Expenditures :
	Raw Material Consumed	269.607	325.369	229.926
	Consumption of stores and spares parts	34.663	45.202	NA
	Increase/(Decrease) in Finished Goods	[19.402]	13.401	NA
	Salaries, Wages, Bonus, etc.	84.388	91.674	59.288
	Managerial Remuneration	0.000	4.252	2.751
	Payment to Auditors	1.241	0.366	0.178
	Interest	28.285	28.718	12.534
	Insurance Expenses	2.127	4.702	1.875
	Power & Fuel	95.479	130.753	97.490
	Depreciation & Amortization	20.655	23.601	NA
	Other Expenditure	215.245	144.606	222.597
Total Expenditure		732.288	812.644	626.639

KEY RATIOS

PARTICULARS		01.03.2007 to 31.12.2007	01.04.2006 to 28.02.2007	31.03.2006
		(10 Months)	(11 Months)	(12 Months)
PAT / Total Income	(%)	2.18	[0.56]	4.92
Net Profit Margin (PBT/Sales)	(%)	4.22	1.72	8.07
Return on Total Assets (PBT/Total Assets}	(%)	4.13	1.81	6.98
Return on Investment (ROI) (PBT/Networth)		0.11	0.05	0.16
Debt Equity Ratio (Total Liability/Networth)		1.43	1.61	1.36
Current Ratio (Current Asset/Current Liability)		2.52	2.82	2.12

LOCAL AGENCY FURTHER INFORMATION

Form 8 Particular for creation or modification of charges

Name of the company	Raman Boards Limited
Presented By	----
1) Date and description of instrument creating the change	Unattested Deed of Hypothecation dated 24.10.2005 executed by Raman Boards Limited (therein and hereinafter referred to as “the Borrower”) in favour of Export-Import Bank of India (Exim Bank), a certified true copy whereof is attached hereto.
2) Amount secured by the charge/amount owing on the securities of charge	Loan of Rs.100 Millions together with interest, compound interest, additional interest by way of liquidated damages (in case of default), costs( legal costs on full indemnity basis, charges, expenses and all other monies payable by the Borrower to Exim Bank under the Loan Agreement dated 24.10.2005 made between the Borrower and Exim Bank.
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	The whole of the Borrower’s movable fixed assets, both present and future, excluding assets exclusively charged, briefly described in Schedule III to the Deed of Hypothecation, including its moveable plant and machinery spares and stores, tool and accessories, whether or not installed.
4) Gist of the terms and conditions and extent and operation of the charge.	The charge created by the aforesaid Deed of Hypothecation shall operate as a continuing security by way of a pari passu first charge over its entire moveable fixed assets and second pari passu charge over all its moveable fixed assets situate at Sonepat for the due repayment by the Borrower to the Exim Bank of the Loan of Rs.100 Millions together with payment of interest, compound interest, additional interest, additional interest by way of liquidated damages (in case of default), costs (legal costs on a full indemnity basis), charges, expenses and all other monies payable by the Borrower to Exim Bank in terms of the said Loan Agreement. The said charges shall rank in the order of priority set out in Schedule IV to the Deed of Hypothecation.
5) Name and Address and description of the person entitled to the charge.	Export-Import Bank of India Centre One Building, Floor 21, World Trade Centre Complex, Cuffe Parade, Mumbai-400005
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

Corporation identity number or foreign company registrations number of the company

U99999KA1978PLC003383

Name of the company

Raman Boards Limited

Address

Mysore Ooty Road, Thandavapura, Mysore-571325, Karnataka, India

This Form is for

Modification of Charge

Type of Charges

· Immovable Property

· Book Debts

Particular of the charge holder

State Bank of India

Commercial Branch, 7/23, MRN Signature

Vishwamanava Double Road, Saraswathipuram

Mysore

Karnataka-570009, India

E-Mail: cheifmanager@sancharnet.in

Nature or description of the instrument creating charge

· Form C -2 – Agreement of hypothecation of goods and assets

· Form, C – 2A – Supplemental agreement of hypothecation of goods and assets for increase in the overall limit

· Form C -5 – Letter regarding the grant of individual limits within the overall limit

· Form – C -5 Letter regarding the grant of individual limits within the overall limit.

Date of the instrument creating or modifying the charge

18.07.2006

Amount Secure by the charge

Rs.433.300 Millions

Date of the instrument creating charge

18.07.2006

Brief of the principal terms and conditions and extent and operation of the charge

Rate of Interest :

Cash Credit	1.50% below SBAR, effective rate min. 9.25% p.a with monthly rests
MTL	2% SBAR , effective rate 12.75%
EPC and other sub limits	As per instructions from time to time.

Terms of repayment:

Repayable on demand and pay Interest and other monies to the lender in the manner set out in the agreement of hypothecation of goods and assets.

Margin:

Raw material	25%
- Domestic	25%
- Imported	25%
SIP	25%
FG	25%
Receivables	25%
EPC	10%
Letter of credit	10%
BG	10%
Term Loan	25%

Extent and operation of the Charge;

Repayable on demand and pay Interest and other monies to the lender in the manner set out in the agreement of hypothecation of goods and assets.

Short particulars of the property charge (including location of the property)

All the piece and parcel of land property at RS No. 410 to 417 at Thandavapura Village, Nanjangud Taluk admeasuring 23 acres 36 guntas along with structures, plant and machinery , existing and future , standing in the name of the company.

Land and building at No. 313, 4^th Block , Koramanagala, Bangalore – 560 034, Measuring East to West 1.80 metres, North to South (10.50+ 2.25) /2 metres (1^st floor, 68.988 Sq.mtrs) standing in the name of the company.

Particulars of the present modification

The present credit facilities have enhanced from Rs. 321.800 millions to Rs. 433.300 millions

Web Site Details :

The company, Insulation Materials Division is a leading supplier of transformer board and moulded parts to Indian and international markets. The company commenced manufacture in 1980 with technical know-how from Rogers Corporation, USA who was among the prime suppliers of insulation to large transformer companies in North America and Europe. Subsequently, the company has developed and introduced a range of products for transformer insulation independently, and today supplies virtually every transformer manufacturer in India and many leading transformer companies worldwide. 

Their products are used in transformers up to 400 KV class, of all sizes and sophistication and are certified to conform to the latest IEC Standards. Raman quality systems are certified under ISO 9001:2000 by Bureau Veritas Quality International, UK. 

International sales of the company have been growing rapidly. Today, they supply their products to more than twenty countries worldwide, leveraging on their unique quality-cost position and on the strength of a wide product offering unmatched in their industry.

Customer Interaction

Raman Boards Limited prides itself on its very high customer focus and service levels offered in its various business segments. They believe in leveraging their product and logistic capabilities to deliver to their clients the optimum combination of product performance combined to competitive prices and short delivery lead time from their extensive network of Indian and international stock points.

Their customer base today includes subsidiaries and or licensees of many of the biggest names in transformers such as General Electric, ABB, Siemens, Hitachi, Alstom, BHEL and others. With these and other customers their company has consistently registered an annual growth of 20% in its sales since 1981. This would not be possible but for the high emphasis that they place on customer service and interaction. Typically their marketing team interacts with customers at all levels namely design, manufacturing, quality as well as purchase. This has ensured a development of a very wide range of materials and products tailored to individual customer needs.

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.42.16
UK Pound	1	Rs.82.28
Euro	1	Rs.65.54

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	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