MIRA INFORM REPORT

Report Date :

04.10.2008

IDENTIFICATION DETAILS

Name :	POSITIVE PACKAGING INDUSTRIES LIMITED
Registered Office :	98, Jolly Maker Chambers No. 2, 225 Nariman Point, Mumbai – 400 021, Maharashtra
Country :	India
Financials (as on) :	31.03.2007
Date of Incorporation :	10.05.1994
Com. Reg. No.:	11-78296
CIN No.: [Company Identification No.]	U74952MH1994FLC078296
TAN No.: [Tax Deduction & Collection Account No.]	MUME04200A
PAN No.: [Permanent Account No.]	AAACP2836Q
Legal Form :	A Closely held Public Limited Liability Company
Line of Business :	Manufacturer and sale of multi layered laminated and printed films for packaging based on BOPP/Polyester Films, Paper, Aluminium Foil, Plastic Metallished film and Rotogravure Printing Cylinders.

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 3300000
Status :	Satisfactory
Payment Behaviour :	Regular
Litigation :	Clear
Comments :	Subject is a well established company having satisfactory track. The company has wiped out its previous losses and registered substantial profit. Trade relations are fair. Payments are usually correct and as per commitments. The company can be considered good for any normal business dealings at usual trade terms and conditions.

LOCATIONS

Registered Office :	98, Jolly Maker Chambers No. 2, 225 Nariman Point, Mumbai – 400 021, Maharashtra, India
Tel. No.:	91-22-22837206 (5 lines)
Fax No.:	91-22-22023774
E-Mail :	1. positive@vsnl.com 2. possale@vsnl.com 3. positive@positivepackaging.com
Website :	http://www.positivepackaging.com
Factory 1 :	Flexible Packaging Division Village Ransai, Km. 16, Khopoli -Pen Road, P.B No. 37, Taluka Khalapur, Khopoli - 410203, India
Tel. No.:	91-2192-391300 to 391309
Fax No.:	91-2192-391510
E-Mail:	factory@positivepackaging.com
Website :	http://www.positivepackaging.com
Factory 2 :	Rotogravure Printing Cylinder DivisionPlot No. V-26, MIDC, Taloja Industrial area, Taluka Panvel, District Raigad, Maharashtra-410203
Factory 3 :	Metallising Div : Plot No .L-19, MIDC, Taloja Industrial Areas, Taluka- Panvel, Dist. Raigad, Maharashtra-410208
Overseas Office :	3^rd Floor, 116 Baker Street, London, W IU6TS, United Kingdom

DIRECTORS

Name :		Mr. L. Ramkrishnan
Designation :		Managing Director and Chief Executive Officer
Name :		Mr. Chitoor Hariharan Laxminarayan
Designation :		Wholetime Director
Address :		2/295, Fairview, 5^th Road, Chembur, Mumbai – 400071, Maharashtra, India
Date of Birth/Age :		22.10.1957
Date of Appointment :		26.09.2002
Name :		Mr .R. Krishnamurthy
Designation :		Wholetime Director
Address :		No 5, Rohini, Plot Number 29-30, Sector 9-A, Vashi, Navi Mumbai – 400703, Maharashtra, India
Date of Birth/Age :		08.06.1960
Date of Appointment :		02.03.2001
Name :		Mr. Pranesh M. Kankanwadi
Designation :		Wholetime Director
Address :		B-34, Sudarshan Co-Operative Housing Society, Plot No. 38, Sector 17, Vashi, Navi Mumbai – 400705, Maharashtra, India
Date of Birth/Age :		11.01.1965
Date of Appointment :		26.09.2002
Name :		Mr. Nilcanta Iyer Ganga Ram
Designation :		Director
Address :		703, Golden Castle, Sundarnagar Kalina, Mumbai – 400098, Maharashtra, India
Date of Birth/Age :		22.09.1934
Date of Appointment :		21.05.1996
Name :		Mr. Ajit Chakrabarti
Designation :		Director
Address :		2B, 11, Neptune Apartments, Juhu Tara Road, Mumbai – 4000449, Maharashtra, India
Date of Birth/Age :		21.08.1934
Date of Appointment :		20.12.1996
Name :		Mr. Anil K. Kale
Designation :		Wholetime Director
Address :		F, Wing, 205, Sumer Castle, LBS Marg, Thane – 400601, Maharashtra, India
Date of Birth/Age :		01.12.1958
Date of Appointment :		25.12.2003
Name :		Mr. K. N Patel
Designation :		Wholetime Director
Date of Appointment :		19.05.2004
Name :	Mr. Khurshid Patell
Designation :	Director
Address :	Flat No. 502, Saket Tower No. 1, Kishan Koli Marg, Madiwade, Thane – 400 601, Maharashtra, India
Date of Birth/Age :	24.10.1944
Date of Appointment :	19.05.2004
Name :	Mr. Naraindas Parmanad Krippalani
Designation :	Chairman
Address :	No. 6 Bourdillon Road, Flat 6, 2^nd Floor, Old Lkoyi Lagos, Nigeria.
Date of Birth/Age :	26.10.1935
Date of Appointment :	09.08.1994
Name :	Mr. Ashok Santadas Lakhani
Designation :	Vice Chairman
Address :	51-A, Miramar, 3 Napeansea Road, Mumbai – 400 036, Maharashtra, India
Date of Birth/Age :	29.07.1949
Date of Appointment :	09.08.1994
Name :	Mr. Yanduri Vaman Rao
Designation :	Managing Director
Address :	Flat No. 8, Arcade, 2^nd Floor, Plot No. 60 Sector 17 , Vashi, Navi Mumbai, India
Date of Birth/Age :	26.06.1947
Date of Appointment :	02.03.2001

KEY EXECUTIVES

Name :	Mr Anil Krishnaji Kale
Designation :	Secretary
Address :	F, Wing, 205, Sumer Castle, LBS Marg, Thane – 400601, Maharashtra, India
Date of Birth/Age :	01.12.1958
Qualification :	26.09.2002

MAJOR SHAREHOLDERS / SHAREHOLDING PATTERN

Names of Shareholders		No. of Shares
Equity Shares
M/s Far East Holding limited		28792835
Mr. C H Laxminarayan		36
Mr. N P Kriplani		10500
Mr. Ashok Lakhani		4470
M/s Star Services and Investment Limited		662956
Mr. L Ramkrishnan		18
Mrs. Mekhala C Laxminarayan		18
	Total	29470833
Preference Share
M/s Far East Holdings Limited		1091085
	Total	1091085

Equity Shares Breakup (Percentage of Total Equity):

Sr No.	Category	Percentage
1	Foreign holdings (Foreign institutional investors ) foreign companies foreign financial institutions , non residents or Overseas corporate bodies or others	99.98
2	Directors or relative of directors	0.02
	Total	100.00

BUSINESS DETAILS

Line of Business :	Manufacturer and sale of multi layered laminated and printed films for packaging based on BOPP/Polyester Films, Paper, Aluminium Foil, Plastic Metallished film and Rotogravure Printing Cylinders.
Generic Name With Principal Products are	Item Code No. : 48, 38, 399 & 84
	Multi-layered Laminated & Printed Films for Packaging based on BOPP/Polyester Films, Paper and Aluminium Foil, Plastic Metallished film and Rotogravure Printing Cylinders.

PRODUCTION STATUS (as on 31.03.2005):-

Particulars	Unit	Installed Capacity	Actual Production
Laminates	Matrix Tones	31.03.2005 – 16500 31.03.2004 - 9600	31.03.2005 – 10614 31.03.2004 – 8742
Rotogravure Printing Cylinders	Numbers	31.03.2005 – 21600 31.03.2004 - 18000	31.03.2005 – 18293* 31.03.2004 – 15082*
Metallised Film	Matrix Tones	31.03.2005 – 4200 31.03.2004 – 4200	31.03.2005 – 3890** 31.03.2004 – 2773**

(Includes inter divisional transfers of 5975 Numbers (Previous year 4190 Numbers)) *

(Includes inter divisional transfers of 1134 Matrix Tones (Previous year 818 Matrix Tones) and third party processing of 2618 Matrix Tones (Previous year 1671 Matrix Tones) * *

GENERAL INFORMATION

Customers:

• BASF
• Frito-lay
• Novartis
• Rallis
• Bayer
• Godrej Sara Lee
• Pepsi
• Syngenta
• Britannia (Danone)

· Golden Wonder

• Perfetti
• Tata Tetley
• Cadbury
• Heinz
• Pfizer
• Tesco
• Cheminova
• ITC
• Procter and Gamble
• Unilever Group
• Colgate Palmolive
• L'oreal
• Promasidor / FPI
• United Biscuits
• Dow Agro-Sciences
• Nestle
• PZ Cussons
• Wrigleys

No. of Employees :

180

Bankers :

• State Bank of India, Mumbai

Address: Backbay Reclamation Branch, Raheja Chamber, Nariman Point, Mumbai – 400 021, Maharashtra, India

• Union Bank of India, Mumbai
• HDFC Bank Limited, Mumbai

HDFC Bank House, Senapati Bapat Marg, Lower Parel (West), Mumbai – 400013, Maharashtra, India

• Lloyds TSB Bank P/c
• Standard Chartered Bank

90, Mahatma Gandhi Road, Fort, Mumbai – 400001, Maharashtra, India

Facilities :

[The company enjoys Cash Credit facility from State Bank of India against Hypothecation of Stocks of Raw Materials, Work-in-Progress, Finished Goods, Consumable, Stores & Spares, etc.

The company also enjoys Overdraft facility from Union Bank of India against Foreign Currency (Non-Resident) deposit provided by the Promoters]

	31.03.2005	31.03.2004
	Rs in Millions
SECURED LOANS
1. Term Loans from Bank
State Bank of India – Foreign Currency Loan	192.923	---
State Bank of India – Rupee term Loan	3.322	240.126
	196.245	240.126
2. Short term Loans
HDFC Bank Limited - Foreign Currency Loan	497.823	155.374
HDFC Bank Limited - Rupee term Loan	--	85.022
Union Bank of India – Foreign Currency Loan	--	99.354
	497.823	339.750
3. External Commercial Borrowings
Llyods TSB Bank plc	305.585	132.120
	305.585	132.120
4. Cash credit
State Bank of India – Export Bill Discounting	---	7.100
State Bank of India	209.478	81.931
	209.478	89.031
5. Overdraft
HDFC Bank Limited	3.127	6.253
	3.127	6.253
6. Vehicle Loan
Standard Chartered Bank Limited	---	0.211
HDFC Bank Limited	0.284	--
ICICI Bank Limited	---	1.060
	0.284	1.271
	1212.542	808.551

Notes

1. Term Loan from state bank of India are secured by equitable mortgage of title deeds of the company’s immovable properties situated at MIDC Taloja, Panvel and at village Ransai, taluka Khalapur, District Raigad, in the state of Maharashtra, by hypothecation of movable assets of the company and personal guarantee of two directors.

2. Short term Loans, external commercial borrowings and overdraft facilities are secured against security arranged by one of the directors.

3. Cash Credit facility is secured by hypothecation of stocks and book debts, second charge on fixed assets of the company and personal guarantee of two directors.

4. Vehicle loan is secured by hypothecation of the vehicles.

	31.03.2005	31.03.2004
	Rs in Millions
UNSECURED LOAN
Deferred Sales Tax	119.938	113.989
	119.938	113.989

Notes :

The company has availed of an interest free sales tax incentive from the government of Maharashtra, for the establishment of a manufacturing facility at village Ransai, Taluka Khalapur. In accordance with the scheme, the payment of sales tax incentive for the expansion at the same location for a period of 5 year from 14.10.2005

Banking Relations :

Satisfactory

Auditors :

Name 1:

Arun Arora and Company

Chartered Accountants

Address :

304, Marine Chambers, New Marine Lines,

Mumbai – 400 020, Maharashtra

Tel. No.:

91-22-22055858 / 22014121

Fax No.:

91-22-22004139

E-Mail :

aarora@bom3.vsnl.net.in

alarora@vsnl.com

alarora@hathway.com

Name 2:

RSM and Company

Chartered Accountants

Address:

Ambit RSM House, 449, Senapati Bapat Marg, Lower Parel, Mumbai – 400 013, Maharashtra, India

Associates :

• Far East Holdings Limited
• Montana Exports Private Limited
• Lamberti Exports Private Limited
• Sai Metaplast Private Limited
• Positive Packaging Industries Nigeria Limited
• Positive Packaging Industries South Africa Proprietory Limited

CAPITAL STRUCTURE

Authorised Capital :

No. of Shares	Type	Value	Amount
30000000	Equity Shares	Rs. 10/- each	Rs.300.000 millions
2000000	Preference Shares	Rs. 100/- each	Rs.200.000 millions
		Total	Rs.500.000 millions

Issued, Subscribed & Paid-up Capital :

No. of Shares	Type	Value	Amount
29470833	Equity Shares	Rs. 10/- each	Rs.294.708 millions
1591085	Preference Shares	Rs. 100/- each	Rs.159.109 millions
		Total	Rs. 453.817 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		453.817	403.817	403.817
2] Share Application Money		39.808	0.000	0.000
3] Reserves & Surplus		169.590	161.928	133.121
4] (Accumulated Losses)		0.000	0.000	0.000
NETWORTH		663.215	565.745	536.938
LOAN FUNDS
1] Secured Loans		1826.957	1474.781	1212.542
2] Unsecured Loans		124.149	127.967	119.938
TOTAL BORROWING		1951.106	1602.748	1332.480
DEFERRED TAX LIABILITIES		1.134	32.500	30.000
TOTAL		2615.455	2200.993	1899.418
APPLICATION OF FUNDS
FIXED ASSETS [Net Block]		1090.017	1234.368	1117.023
Capital work-in-progress		22.216	21.305	180.566
INVESTMENT		138.945	116.493	0.000
DEFERREX TAX ASSETS		0.000	0.000	0.000
CURRENT ASSETS, LOANS & ADVANCES
	Inventories	456.319	426.161	355.119
	Sundry Debtors	747.970	595.276	490.517
	Cash & Bank Balances	38.826	17.238	11.021
	Other Current Assets	0.000	0.000	0.000
	Loans & Advances	462.098	186.105	150.566
Total Current Assets		1705.213	1224.780	1007.223
Less : CURRENT LIABILITIES & PROVISIONS
	Current Liabilities	333.521	389.047	405.622
	Provisions	7.415	6.966	0.000
Total Current Liabilities		340.936	396.013	405.622
Net Current Assets		1364.277	828.767	601.601
MISCELLANEOUS EXPENSES		0.000	0.060	0.228
TOTAL		2615.455	2200.993	1899.418

PROFIT & LOSS ACCOUNT

PARTICULARS		31.03.2007	31.03.2006	31.03.2005
Sales Turnover		3330.259	2847.999	2259.122
Other Income		27.634	2.866	12.114
Total Income		3357.893	2850.865	2271.236
Profit/(Loss) Before Tax		10.199	51.012	83.945
Provision for Taxation		2.537	22.205	31.517
Profit/(Loss) After Tax		7.662	28.807	52.428
Export Value		1517.745	1251.213	1009.511
Import Value		0.000	0.000	899.849
Expenditures :
	Raw Material Consumed	2274.787	1847.930	0.000
	Materials, Manufacturing and Operating expenses	0.000	0.000	1634.807
	Personnel Expenses	0.000	0.000	107.502
	Administration and Sales expenses	0.000	0.000	174.109
	Financial Expenses	0.000	0.000	54.780
	Purchases made for re-sale	6.110	23.141	0.000
	Consumption of stores and spares parts	53.449	47.637	0.000
	Increase/(Decrease) in Finished Goods	34.172	[7.435]	0.000
	Salaries, Wages, Bonus, etc.	180.018	154.862	0.000
	Managerial Remuneration	15.135	15.431	0.000
	Payment to Auditors	0.800	1.139	0.000
	Interest	125.135	86.624	0.000
	Insurance Expenses	11.396	7.684	0.000
	Power & Fuel	134.748	113.814	0.000
	Depreciation & Amortization	273.315	275.128	215.929
	Preliminary Expenses written off	0.000	0.000	0.164
	Other Expenditure	238.629	233.898	0.000
Total Expenditure		3347.694	2799.853	2187.291

KEY RATIOS

PARTICULARS		31.03.2007	31.03.2006	31.03.2005
PAT / Total Income	(%)	0.23	1.01	2.30
Net Profit Margin (PBT/Sales)	(%)	0.30	1.79	3.71
Return on Total Assets (PBT/Total Assets}	(%)	0.34	1.96	3.64
Return on Investment (ROI) (PBT/Networth)		0.01	0.09	0.15
Debt Equity Ratio (Total Liability/Networth)		3.45	3.53	3.23
Current Ratio (Current Asset/Current Liability)		5.00	3.09	2.48

LOCAL AGENCY FURTHER INFORMATION

The U.K. office has been set up to largest business from Western Europe and to widen the customer base. Steps are also being taken to appoint selling agents in more countries. It is hoped that the new arrangements will help in minimizing the pressure and difficulty being faced presently in passing on raw material cost increases to customers.

Overall, the flexible packaging industry, has considerable potential for growth but in a competitive environment.

Fixed Assets

• Goodwill
• Land – Leasehold
• Land – Freehold
• Building – Factory
• Building – Office
• Plant and Machinery
• Computers
• Furniture and Fixtures
• Office Equipment
• Air Conditioners
• Vehicles

FORM 8:-

Corporation identity number or foreign company registrations number of the company	U74952MH1994FLC078296
Name of the company	POSITIVE PACKAGING INDUSTRIES LIMITED
Address	98, Jolly Maker Chambers No. 2, 225 Nariman Point, Mumbai – 400 021, Maharashtra, India
This Form is for	Modification of Charge
Type of Charges	Immovable Property
Particular of the charge holder	State Bank of India Address: Backbay Reclamation Branch, Raheja Chamber, Nariman Point, Mumbai – 400 021, Maharashtra, India Email ID: sbi.01935@sbi.co.in
Nature or description of the instrument creating charge	Deed of Mortgage
Date of the instrument creating charge	09.03.2007
Amount Secure by the charge	Rs. 887.200 millions
Brief of the principal terms and conditions and extent and operation of the charge	Rate of Interest: As determined by the bank from time to time. Terms of Repayment: On Demand Margin: As prescribed by the banks from time to time Extent and Operation of the Charge: First Pari passu Charge
Short particulars of the Property charged	Land bearing S/No. 51, 52 and 53 in village Ransai, Taluka Khalapur, District RAIGHAD, Maharashtra, admin in aggregate 8-93-5 Hectares, together with building (constructed area 14379.77 sq.mtrs) structures and fixed plant and Machinery thereon. Plot No. V -26 admin 7320 sq. mtrs, in Taloja Industrial Area, Village Chal Taluka and Reg. Sub Dist. Panvel, Dist. Raigad, together with all building (constructed built up area 3459.81 sq.mtrs), structures and fixed plant and Machinery thereon.
Particulars of the present modification	Pari passu charge created on immovable properties as described in Sr. 14 above in favour of SBI for Rs. 887.200 millions. The mortgage created in favour of the other banks are Standard Chartered Bank for Rs. 300.000 millions and for HDFC Bank Limited Rs. 250.000 millions.

Name of the company	POSITIVE PACKAGING INDUSTRIES LIMITED
Presented By	State Bank of India, Backbay Reclamation Branch, Mumbai – 21
1) Date and description of instrument creating the change	Agreement of loan for overall limit Agreement of hypothecation of goods and assets both dated 02.08.1995 creating a single charge.
2) Amount secured by the charge/amount owing on the securities of charge	Rs. 50.000 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	All present and future goods, book debts and all other movable assets including documents of to goods, outstanding moneys, receivables including receivables by way of cash assistance and / or cash incentives under the cash incentives scheme or any other scheme, claims, including claims by way of refund of customs / excise duties under the Duty Drawback Credit Scheme, bills, invoices, document, contract, policies guarantee, engagements, securities, investments, and rights and present and all future machineries belonging to or under the control of the company wherever lying , stored and kept whether in India or elsewhere including such goods and other movables assets in course of transit / shipment / delivery.
4) Gist of the terms and conditions and extent and operation of the charge.	Interest - As determined by the bank from time to time Margin - As prescribed by the bank from time to time.
5) Name and Address and description of the person entitled to the charge.	State Bank of India Address: Backbay Reclamation Branch, Raheja Chamber, Nariman Point, Mumbai – 400 021, Maharashtra, India
6) Date and brief description of instrument modifying the charge	Deed of mortgage dated 07.10.2005
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.	By modification dated 22.12.1995 equitable mortgage created on land bearing survey No. 51, 52, and 53 situated at village Ransai , Taluka Khalapur, District Raighad, Maharashtra, admeasuring 8-53-5 Hectares together with building and structures thereon and fixed plant and machinery to further secure the above charge of Rs. 50.000 millions. By modification dated 20.12.1996 working capital of Rs. 51.000 millions comprising of demand C/C of Rs. 40.000 millions Import / Inland / L/C Rs. 10.000 and bank guarantee of Rs. 1.000 millions against hypothecation of goods stocks book debts granted. Hence, amount of charge increased to Rs. 101.000 millions from Rs. 50.000 millions. By modification dated 18.03.1997, Supplemental Deed of Hypothecation for increase in overall limit executed for the above working capital facilities of Rs. 51.000 millions. By modification dated 12.05.1997 equitable mortgage created on 22.12.1995 on land bearing Survey No. 51, 52, 53 situated at village Ransai, Taluka Khalapur, District Raighad, admn. In aggregate 8-53-5 Hectares extended to further secure the working capital facilities of Rs. 51.000 millions comprising of DCC Rs. 40.000 millions Import / Inland / L/C Rs. 100 and Bank Guarantee Rs. 1.000 millions. By modification dated 08.07.2002, additional credit Facilities OF Rs. 86.000 millions granted. Hence, amount of charge increased from 101.000 millions to Rs. 187.000 millions (DCC (Stocks and Bds Rs. 60.000 millions, EPC within DCC Rs. 30.000 millions L/C Rs. 20.000 millions B/G Rs. 10.000 millions Term Loan Rs. 97.000 millions). By modification dated 25.08.2003 additional credit facilities of Rs. 259.000 millions granted Hence, amount of charge increased from Rs. 187.000 millions to Rs. 446.000 millions (DCC (stocks and B/Ds) Rs. 110.000 millions EPC within DCC Rs. 50.000 millions T/L (old) Rs. 96.000 millions T/L (New) Rs. 200.000 millions, L/C Rs. 30.000 millions B/G Rs. 10.000 millions.) Margin : R/Ms 25% Stock in process 40% F/Gs 33.33% B/Ds 40%, land and Building , Plant and Machineries 30% / 35% Electrification / piping and insulation / F.F 50% Repayment of T/L (new): First 2 installments of Rs. 5.000 millions each and 17 installments of Rs. 12.500 millions each. By modification dated 19.02.2004, equitable mortgage created on 22.12.1995 by deposit of title deeds with IDBI (IDBI acting for itself and as agents of SBI) on land bearing Survey No.51, 52 and 53 situated at village Ransai, Taluka Khalapur, District Raighad, admn. In aggregate 8-53-5 Hectares and which was extended on 12.05.1997 to further secure the enhanced working capital facilities of Rs. 51.000 millions (comprising of DCC Rs. 40.000 millions Import Inland L/C Rs. 10.000 millions and Bank guarantee Rs. 1.000 millions) is now further extended to cover the enhanced credit facilities of Rs. 446.000 millions . Further SBI shall have the exclusive charge on this property since the company has entirely paid its term loan liability to IDBI. By the same memorandum of Entry dated 19.02.1994 the aggregate charge of Rs. 446.000 millions further secured by equitable mortgage created on Plot No. V -26, admn. 7320 sq.mtrs in Taloja Industrial Area, Village Chal Taluka and Regn. Sub District, Raigad, Maharashtra. By modification dated 04.11.2004, additional credit facilities of Rs. 64.900 millions granted Hence, amount of Charge increased from Rs. 446.000 millions to Rs. 510.900 millions (DCC (Stocks and B/Ds) Rs. 175.000 millions EPC (within CC) Rs. 100.000 millions EBN (within CC) Rs. 106.000 millions SLC (EPC) Rs. 20.000 millions SLC (Domestic Credit) Rs. 21.000 millions Term Loan (present outstanding) Rs. 224.200 millions, L/C Rs. 60.000 millions , B/G Rs. 10.000 millions) By modification dated 17.05.2005, additional credit facilities of Rs. 376.3000 millions to Rs. 887.200 millions (C/C (Stocks) Rs. 175.000 millions with sub limit for book debts Rs. 55.000 millions EPC / EBD/ EBP (within CC) Rs. 120.000 millions SLOC (export)credit) Rs. 24.0000 millions SLOC (domestic credit) Rs. 18.000 millions /T/L (present outstanding) Rs. 205.200 millions, T/L (additional) Rs. 400.000 millions L/C Rs. 60.000 millions one time Import L/C (within T/L) Rs. 76.200 millions , B/G Rs. 5.000 millions). Interest on C/C 11.75% p.a EPC/ EBD/EBP 7.10% SLOC (Export Credit) 7.5% p.a SLOC (Domestic) 12.75% p.a, T/L (o/s) 11.75% p.a, and additional T/L 21.5% p.a . Margin: R/Ms 25% , Stock in process 33.33%, Finished gods 40% , stores and spares 50%, Book debts (90 days) 40% , land, building, plant and Machinery and L/C 10%, B/G 15%, one time Import L/C 45%. Now, by this Deed of mortgage dated 07.10.2005, various credit facilities, aggregating to Rs. 887.200 millions granted by the bank further secured by the following properties of the company: Land bearing survey No. 51, 52 and 53 admeasuring in aggregate 8-93-5 Hectares in village Ransai , Taluka Khalapur, District Raigad , Maharashtra, together with all building (constructed area 14379.77 sq.mtrs ) structures and fixed plant and Machinery thereon. Land bearing plot No. V-26 in Taloja Industrial Area, Village Chal, sub limit Panvel District Raigad, Maharashtra, admn 7320 sq.mtrs together with buildings (constructed built –up area 3459.81 sq.mtrs), structures and fixed plant and Machinery thereon.

This form is for	Creation of Charges
Charge identification number of the charge to be modified	10013106
Corporate identity number of the company	U74952MH1994PLC078296
Name of the company	POSITIVE PACKAGING INDUSTRIES LIMITED
Address of the registered office or of the principal place of business in India of the company	98, Jolly Maker Chambers No. 2, 225 Nariman Point, Mumbai – 400 021, Maharashtra, India
Particular of charge holder	Standard Chartered Bank 90, Mahatma Gandhi Road, Fort, Mumbai – 400001, Maharashtra, India
Date of instrument Creating the charge	11.08.2006
Amount secured by the charge	Rs. 300.000 Millions

This form is for	Creation of Charges
Charge identification number of the charge to be modified	10016490
Corporate identity number of the company	U74952MH1994PLC078296
Name of the company	POSITIVE PACKAGING INDUSTRIES LIMITED
Address of the registered office or of the principal place of business in India of the company	98, Jolly Maker Chambers No. 2, 225 Nariman Point, Mumbai – 400 021, Maharashtra, India
Particular of charge holder	HDFC Bank Limited HDFC Bank House, Senapati Bapat Marg, Lower Parel (West), Mumbai – 400013, Maharashtra, India
Date of instrument Creating the charge	11.08.2006
Amount secured by the charge	Rs. 250.000 Millions

This form is for	Creation of Charges
Corporate identity number of the company	U74952MH1994PLC078296
Name of the company	POSITIVE PACKAGING INDUSTRIES LIMITED
Address of the registered office or of the principal place of business in India of the company	98, Jolly Maker Chambers No. 2, 225 Nariman Point, Mumbai – 400 021, Maharashtra, India
Type of charge	Hypothecation of Plant and Machinery Stock in trade Book Debts
Particular of charge holder	Standard Chartered Bank 90, Mahatma Gandhi Road, Fort, Mumbai – 400001, Maharashtra, India
Nature of description of the instrument creating or modifying the charge	Joint deed of hypothecation of stocks, book debts and plant and machinery dated 11.08.2006
Date of instrument Creating the charge	11.08.2006
Amount secured by the charge	Rs. 300.000 Millions
Brief particulars of the principal terms an conditions and extent and operation of the charge	Working Capital Facilities of Rs 150.000 Millions Term Loan of Rs 150.000 Millions Interest for working capital facilities at the rate as negotiated with and agreed by the bank Interest for term loan at the rate negotiated with and agreed by the bank, payable monthly in arreas or at maturity of the tenor whichever is earlier.
Short particulars of the property charged	All the specific movable plant and machinery now stored at or being stored or which may hereafter be brought into or stored at present installed at any of the borrower’s premises / properties / godowns anywhere in India belonging to or which may at any time hereafter, belong to or be at its disposal or be in course of transit or awaiting transit by any mode of transport to borrower’s said factory or premises. All the stock and book debts as per the joint deed hypothecation.

AS PER WEBSITE DETAILS:

PROFILE

The cylinder division Acuprint Systems, with manufacturing facilities near Mumbai and Bangalore in India and Fine Chemicals in Nigeria are highly automated and seamlessly integrated units, supporting the Indian and Nigerian converting operations respectively. 

Acquisition of Sai Metaplast, the leading barrier metallising Company with plasma metallization facility, Vista Film and Packaging, the reputed cast polypropylene (CPP) film manufacturing and converting Company and United Flexible (new positive Packaging United), areputed convertign company in Jebel, Dubai were well-contemplated consolidations. The Positive factory incorporates yet another value added backward integration into polyethylene (PE) film manufacturing, for high performance sealant layers. 

The Company has in its fold, the veritable who’s who of satisfied customers in over 30 countries.

Headquartered in Mumbai, Positive Packaging has branch offices in other major cities of India, Durban (RSA), London (UK) and representations in various other countries.

NEWS

Positive about the future

R Krishnamurthy, Director - Marketing + Operations, Positive Packaging, one of the global giants in the flexible packaging arena; and Award Winner at India Star Packaging Awards discusses trends in the packaging industry with Ramu Ramanathan

Indian Manufacturers: Of late, Indian machine manufacturers have started manufacturing precision printing presses and laminators. These machines are cost effective as compared to imported machines. They have now graduated and have made significant forays in exporting the same to advanced markets as well. Growth opportunities: It’s interesting but most of today’s education materials are through Government presses. There has been signs of privatisation too. Possibly, the publishing industry must be looking at this obvious opportunity and should made drawn up plans to capitalise on the same.

FMCG Market: There's no hard data available. However to add ... development of healthy and environment friendly packaging materials, multi-purpose packages, increased aesthetic in packaging, packaging suitable to hold larger volumes, and other innovative packaging methods are some ways that can help the packaging industry to attract a share of increased FMCG spending for packaging needs.

Locus standii for the industry: The print and packaging industry, considered a key sector, is ranked amongst the first 10 in most advanced and matured countries and enjoys a position of priority. In spite of the above, in India the major portion of the business is in the unorganised sector and the representation to the Government is not done through an organised body. This could be one major reason. If the pharma industry gains priority on the grounds of health, I think the print industry should be given similar legitimacy since it is a key literacy driver. This point needs to be well expressed at the correct forums for the recognition.

Good network: This is key to good business. The companies in the organised sector ensure good raw materials and components of quality; a proper network of suppliers; assessment of suppliers' quality and reliability; and contracts with suppliers. Some of our international suppliers include Exxon Mobil, Dow Chemicals, Rohm & Hass amongst others. We partner many reputed international suppliers to ensure quality service to our customers.

Brand building in India: The common salt is today no more a commodity, but is a recognised brand from the leading corporates in Tatas, Hindustan Lever, amongst other giants. So is the case with Atta!!! Need we say more? Without print / packaging, there can be no brand and no shelf appeal. Packaging is a silent salesman too. 

Potential print market: With existing and newer growth in the FMCG sector, the visibility of the packaged products is bound to increase. Added to this, the conventional packing methods are giving way to innovative packaging, to ensure better preservation, hygiene, and convenience in carriage, eye appeal and more. Increased dependability on fast foods are emanating from changing life-styles. The invading mall culture will surely contribute to better visibility. Today’s consumer is health and hygiene conscious and selective of the products they buy. Given India’s growing middle class, the demand for packaged products will surely be on the high.

International presence: We have been regularly participating in international exhibitions, seminars and conferences to augment better awareness. Participation at Interpack, Dusseldorf has now become a habit for us. It is one platform which gives us international exposure and introduction to many new customers across the globe. Our present exposure in over 35 countries can be to a great extent credited to such international exhibition participations.

Business gains: Of late, Indian products have found greater acceptance globally. Smaller affordable unit packs have revolutionized sales. The government’s positive role in aiding the food processing industry has also been a stimulant for growth.  Print job: For us, the creation of rituals pouches for premium tea bags would be a memorable print job and an unique packaging concept.

The new mantra: Logistic support is definitely the order of the day. It helps in maintaining ‘just in time’ inventory levels. Quality after sales service has always been appreciated and has been responsible for increased business too. Safety and environment, which ensures elimination of health hazard and preservation of natural resources, are newer areas of customer awareness. These are fast gaining recognition and will soon become statutory.

Strategy for excellence and globalisation: Product quality, value added after-sales service and innovative developmental activities are the three keys for excellence in both the domestic and global arena.

Biggest challenge: Backward integrations by user companies in setting up their own converting units is one such visible challenge. Environmental issues and dependence on petroleum-based products are the others.

Your 2010 vision: To become Numero Uno in the global converting industry with respect to quality and service. And to be a R&D hub for customers’ packaging needs.

Performance

The company is professionally managed and follows good corporate governance and ethical policies. It has been growing steadily and operates today from various locations in India and abroad. With a view to enhance its corporate image, achieve significantly large growth and also ensure continued good corporate governance, the company has chosen to be converted into a Public Limited Company.

“Positive Packaging” has today established itself as a brand that is synonymous with quality, service and reliability. Over the years customers and suppliers have associated the company with the name “Positive Packaging”. In order to retain this Brand Equity the company has stored its original name “Positive Packaging Industries Limited”

Operating Results and Profitability

During the year, the company recorded a net income of Rs 2271 million as against Rs 1844 million during the previous year, a growth of 23%. Exports registered a 12% growth to Rs. 1068 million as against Rs 951 million during the previous year. However net profit after tax for the year declined to Rs 52 million as against Rs 135 million during the previous year. The drop in profits is mainly due to the higher interest charges and depreciation provision on account of expansion in production capacity. The input costs and depreciation provision on account of expansion in production capacity. The input costs or raw materials have also increased due to general escalation in crude oil prices. The benefits of the capacity expansion are expected to accrue in the coming years.

Performance of Divisions and Outlook

Packaging has been gaining importance due to the increasing number of branded products in the market place and because of the competition amongst them. Whilst the role of aesthetics for brand recall is of vital importance, developments in polymers have enhanced the barrier properties of flexible packaging materials resulting in an increase in the end user categories. Packaging managers are seeking converters capable of developing new laminate structures that would balance the dual objective of quality and economy in packaging. The requirements of state-of-the-art manufacturing facilities and practices are fast gaining importance with the introduction of more stringent quality standards in food grade packaging. In this regard, the flexible packaging division has recently been successfully audited by the AIB(American Institute of Bankers). This is an addition to the BRC (British Retail Consortium / Institute of Packaging, UK) certification obtained earlier. As on the date, Positive Packaging is India’s first and only converter having approval from both these organizations.

The company’s investment in creating the infrastructure with emphasis on quality standards and service has enabled it become a “Perfect Global supplier”. Althogh this high investment cost puts short term margins under pressure, company is optimistic that this will yield positive results in the long run.

Commencement of sullies to Nestle’s and Unilever’s plants in various countries, Tesco, UK and others have justified the company’s decision to establish a 100% Export Oriented Unit and branch office in the UK.

The 100% Export Orineted Unit a Khopoli commenced commercial production in September, 2004. the formal inauguration in January, 2005 was well attended by customers, suppliers and well wishers. The company’s continued commitment to creation of world-class manufacturing facilities received wide appreciation. The cylinder division at Taloja completed its expansion program during the year.

Further expansion of the company’s manufacturing facilities at Khopoli and Taloja are in process. The company’s new cylinder manufacturing facility in Bangalore is at an advanced stage of completion production is expected to commence shortly.

The flexible Packaging industry has High potential for growth but margins are expected to remain under pressure in an intense competitive environment.

The individual performance of the Divisions can be briefly reviewed as under :

Flexible Packaging – Positive Packaging

The flexible Packaging Divisions continued to consolidate in the domestic and international markets. The turnover of the divisions has been Rs 2050 million as compared to Rs 1639 millions during the previous year, a growth of 25%.

Rotogravure Printing Cylinders – Acuprint Systems

The division achieved a turnover of Rs 139 million as against Rs 122 million during the previous year an increase of 14%

Metallised Film – Positive Packaging Europe

The division achieved a turnover of Rs 70 million, marginally lower than Rs 76 million during the previous year.

U K Branch – Positive Packaging Europe

Global consumers of flexible packaging prefer suppliers having good manufacturing facilities in cost competitive countries along with warehousing and technical support facilities closer to their home base. The setting up of the UK branch in January 2004 was intended to tap this potential business from West European customers. The experienced till date indicated that although the potential is immense, the business would develop gradually overtime and accordingly, profits may not accrue in the immediate future. The presence of the branch is essential as it helps continued interaction with customers. The company’s reach is being widened with the establishment of more branches and appointment of selling agents in other countries.

CMT REPORT (Corruption, Money Laundering and 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.46.88
UK Pound	1	Rs.82.97
Euro	1	Rs. 64.99

SCORE and RATING EXPLANATIONS

SCORE FACTORS	RANGE	POINTS
HISTORY	1~10	5
PAID-UP CAPITAL	1~10	7
OPERATING SCALE	1~10	6
FINANCIAL CONDITION
--BUSINESS SCALE	1~10	7
--PROFITABILIRY	1~10	5
--LIQUIDITY	1~10	7
--LEVERAGE	1~10	7
--RESERVES	1~10	7
--CREDIT LINES	1~10	7
--MARGINS	-5~5	--
DEMERIT POINTS
--BANK CHARGES	YES/NO	NO
--LITIGATION	YES/NO	NO
--OTHER ADVERSE INFORMATION	YES/NO	NO
MERIT POINTS
--SOLE DISTRIBUTORSHIP	YES/NO	NO
--EXPORT ACTIVITIES	YES/NO	NO
--AFFILIATION	YES/NO	NO
--LISTED	YES/NO	NO
--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 and 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 and 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