MIRA INFORM REPORT

Report Date :

12.04.2011

Note :- Correct name of the company is “NOCIL LIMITED”

IDENTIFICATION DETAILS

Name :	NOCIL LIMITED
Formerly Known As :	NATIONAL ORGANIC CHEMICAL INDUSTRIES LIMITED
Registered Office :	Mafatlal House, H T Parekh Marg, Backbay Reclamation, Churchgate, Mumbai – 400020, Maharashtra,
Country :	India
Financials (as on) :	31.03.2010
Date of Incorporation :	11.05.1961
Com. Reg. No.:	11-12003
CIN No.: [Company Identification No.]	L99999MH1961PLC012003
TAN No.: [Tax Deduction & Collection Account No.]	MUMN00133A/ mumn10739b
PAN No.: [Permanent Account No.]	AAACN4912E
Legal Form :	A Public Limited Liability Company. The Company’s Share are Listed on the Stock Exchange.
Line of Business :	Manufacturer and Supplier of Rubber Chemicals.

RATING & COMMENTS

MIRA’s Rating :

Ba (55)

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

Maximum Credit Limit :	USD 12000000
Status :	Satisfactory
Payment Behaviour :	Usually Correct
Litigation :	Clear
Comments :	Subject is a well established and a reputed company having satisfactory track. Directors are reported to be experienced and respectable businessmen. Trade relations are reported as fair. Business is active. Payments are reported to be usually correct and as per commitments. The company can be considered good for normal business dealings at usual trade terms and conditions.

NOTES:

Any query related to this report can be made on e-mail: infodept@mirainform.com while quoting report number, name and date.

ECGC Country Risk Classification List – April 1, 2010

Country Name	Previous Rating (31.12.2009)	Current Rating (01.04.2010)
India	A1	A1

Risk Category	ECGC Classification
Insignificant	A1
Low	A2
Moderate	B1
High	B2
Very High	C1
Restricted	C2
Off-credit	D

LOCATIONS

Registered/ Head Office/ Export Department :	Mafatlal House, H T Parekh Marg, Backbay Reclamation, Churchgate, Mumbai – 400020, Maharashtra, India
Tel. No.:	91-22-66364062
Fax No.:	91-22-66364060/ 56364056
E-Mail :	vikas.gupte@nocilindia.com investorcare@nocilindia.com karnik.um@nocilindia.com rcdmktg@nocilindia.com gadgilrm@nocilindia.com rakesh@nocilindia.com
Website :	www.natocil.com http://www.nocilrubberchemicals.com
Factory/ Marketing Technical Service :	v Petrochemical Plant C-37, Trans Thane Creek Industrial Area, Off. Thane Belapur Road, Pawne Village, Post Turbhe, Navi Mumbai 400 701, Maharashtra, India Tel : 91-22-27672735 / 66364062 Fax : 91-22-27671865 / 66364060 E-mail: investorcare@nocilindia.com deo@nocilindia.com hse@nocilindia.com parvatikar@nocilindia.com inamdar@nocilindia.com dsdesai@nocilindia.com Websites: www.natocil.com v Rubber Chemicals Plant  C-37, Trans-Thane Creek Industrial Area, Off Thane Belapur Road, Navi, Mumbai -400705, Maharashtra, India. v Plastic Products Plant  C-1, MIDC Industrial Area, Post Shivani, District Akola – 444104, Maharashtra, India.

DIRECTORS

Name :	Mr. Arvind N. Mafatlal
Designation :	Chairman - Emeritus
Address :	Mafatlal House, Back bay Reclamation, Mumbai 400 020, Maharashtra, India
Tel No.:	91-22-2202 4887 / 6635 7611/17 / 6635 7633
Name :	Mr. Hrishikesh A. Mafatlal
Designation :	Chairman
Address :	Mafatlal House, Backbay Reclamation, Mumbai 400 020, Maharashtra, India
Qualifications :	· Mr. Hrishikesh A. Mafatlal holds a Honours Degree in Commerce from the Sydenham College, Mumbai. · In 1993, he attended the Advanced Management Programme (AMP) at the Harvard Business School, United States
Expertise in Specific Functional Areas :	Mr. Hrishikesh A. Mafatlal is the Vice Chairman of Mafatlal Industries Limited and Chairman and Managing Director of Navin Fluorine International Limited Mr. Hrishikesh A. Mafatlal is major interest in Petrochemicals, Chlorofluorocarbons Cextiles, Garments, Financial Services, Specialty Chemicals, Fine Chemicals etc
Directorships held in other Companies:	Ø Cebon Apparels Private Limited Ø Eyeindia.com Private Limited Mafatlal Asset Management Ø Mafatlal Burlington Industries Limited Ø Mafatlal Industries Limited Ø Mafatlal Limited, UK Ø Mafatlal Securities Limited Ø . Mafatlal Services Limited Ø Marigold International Private Limited Ml PA Investments (Private) Limited Ø Molex Mafatlal Micron Limited Ø PAMIL Investments Private Limited Ø Navin Fluorine International Limited Ø Romaga(UK) Limited Ø RomagaAG, Zurich Ø 'SilviaApparel Limited Ø Sunanda Industries Limited Ø Sushripada Investments Private Limited Ø Suvin Technologies Limited Ø Suvin Technologies Pte. Limited, Singapore Ø Vibhadeep Investments and Trading Limited
Memberships/ Chairmanships of Committees across Public Companies :	Mr. Hrishikesh A. Mafatlal is on the Managing Committee of the Indian Institute of Management, Ahmedabad (IIMA) The Mill Owners Association, Mumbai (MOA) The Indian Cotton Mills Federation (ICMF) and The Cotton Textiles Export Promotion Council (TEXPROCIL)
Tel No.:	91-22-2202 4887 / 6635 7611/17 / 6635 7633
Name :	Mr. Rohit Arora
Designation :	Director
Address :	A.R. Credit Services Private Limited 103, Elite House, 36, Kailash Colony Extension, Community Centre, New Delhi 110 048, India
Tel No.:	91-124-2398393 / 393 Extn. 306
Name :	Mr. T.D. Chaudhuri
Designation :	Director - (IIBI Nominee)
Date of Appointment :	02.02.2006
Name :	Mr. Berjis Desai
Designation :	Director
Address :	J. Sagar Associates, Vakil House, 18, Sprott Road, Ballard Estate, Mumbai 400 001, Maharashtra, India
Qualification:	Mr. Berjis Desai has done his graduation from the Elphinstone College. He is a Law Graduate and stood first in the Solicitor's Exams held by the Mumbai Incorporated Law Society.
Expertise in Specific Functional Areas:	Mr. Desai is an eminent Lawyer and is the Managing Partner of). Sagar Associates, Advocates and Solicitors.
Directorships held in other Companies;	Sterlite Industries (India) Limited, Praj Industries Limited, Onward Technologies Limited, Adlabs Films Limited, Piramyd Retail Limited, Emcure Pharmaceuticals Limited, Bp Ergo Limited, Watson Wyatt India Private Limited, 3d PIm Software Solutions Limited, Isagro (Asia) Agrochemicals Private Limited, Cashtech Solutions India Private Limited, Vadhvan Port Private Limited, Business Asia Consulting Private Limited, Centrum Fiscal Private Limited, Seafreight Private Limited, Ferrari Express (1) Private Limited Agribuys.Com. (India) Private Limited, Capricorn Stud farm Private Limited, Capricorn Agrifarms and Developers Private Limited, Jakari Express Private Limited, Jakari Holdings Private Limited, Capricorn Plaza Private Limited, Capricorn Group Private Limited, Capricorn Castle Private Limited, Cap/icorn Residency Private Limited, Centrum Finance Limited
Memberships/Chairmanship of Committees across Public Companies:	Member of the American Arbitration, London Court of International Arbitration, ICC-lndia, Indian Council of Arbitration.
Tel No.:	91-22-5656 1500
Name :	Mr. V. R. Gupte
Designation :	Director
Address :	2003/2004, Chaitanya Apartments, Appasaheb Marathe Marg, Prabhadevi, Mumbai – 400025, Maharashtra, India
Qualification :	B.Com., F.C.A.
Date of Appointment :	01.04.1993
Previous Employment	Polyolefins Industries Limited – Executive Director – Finance
Tel No.:	91-22-24371736
Name :	Maj. Gen. (Retd) S.C.N. Jatar
Designation :	Director (ICICI Bank Nominee)
Date of Appointment :	05.10.2005
Name :	Mr. S. K. Mahapatra
Designation :	Director - (GIC Nominee)
Name :	Mr. Vishad P. Mafatlal
Designation :	Director
Address :	Mafatlal House, Backbay Reclamation, Mumbai 400 020, Maharashtra, India
Qualifications :	Mr. Vishad P. Mafatlal is a B. Sc. (Economics) University of Pennsylvania, Wharton School, United States.
Expertise in Specific Functional Areas :	Mr. Vishad P. Mafatlal, has business experience of more than eight years in Textiles and Chemicals.
Directorships held in other Companies :	Ø Cebon Apparels Private Limited Ø Eyeindia.com Private Limited Ø Mafatlal Asset Management Ø Mafatlal Burlington Industries Limited Ø Mafatlal Industries Limited Ø Mafatlal Limited, UK Ø Mafatlal Securities Limited Ø Mafatlal Services Limited Ø Marigold International Private Limited Ø Ml PA Investments (Private) Limited Ø Molex Mafatlal Micron Limited Ø PAMIL Investments Private Limited Ø Navin Fluorine International Limited Ø Romaga(UK) Limited Ø Romaga AG, Zurich Ø 'SilviaApparel Limited Ø Sunanda Industries Limited Ø Sushripada Investments Private Limited Ø Suvin Technologies Limited Ø Suvin Technologies Pte. Limited, Singapore Ø Vibhadeep Investments and Trading Limited Ø Mafatlal Services Limited Ø Mafatlal Burlington Industries Limited Ø Sunanda Industries Limited Ø Tropical Clothing Company Private Limited Ø Cebon Apparels Private Limited Ø Eyeindia.com Private Limited Ø Suvin Technologies Limited: Ø Suvin Technologies Pte. Limited, Singapore, Ø Intouch Communications Pte. Limited Ø Mafatlal Fabrics Private Limited Ø Silvia Apparel Limited Ø Sarvamangala Holdings Private Limited Ø Eyeglobal Technologies Private Limited Ø Marigold International Private Limited Ø Myrtle Chemtex Trading Private Limited Ø Mayflower Chemtex Trading Private Limited Ø Navin Fluorine International Limited
Tel No.:	91-22-6635 7628
Name :	Mr. N. Sankar
Designation :	Director
Address :	The Sanmar Group, 9, Cathedral Road, Chennai 600 086, Tamil Nadu, India
Qualification:	Mr. N. Sankar holds a Masters Degree in Chemical Engineering from the Illinois Institute of Technology, Chicago, United States.
Expertise in Specific Functional Areas:	Mr. N. Sankar has interest in the fields of Chlorochemcials, Speciality Chemicals, Shipping, Engineering, Insurance and Cement.
Directorships held in other Companies:	F. L. Smidth Limited, SHL Research Foundation, N. Shankar Properties and Holdings Private Limited, Chennai Willingdon Corporate Foundation, Chennai Heritage, Bata India Limited, Sanmar Engineering Corpration Limited, AMP Sanmar Life Insurance Company Limited, Sanmar Holdings Limited, SHL Securities (Alpha) Limited, NS Family Consolidations Private Limited, The India Cement Limited
Memberships/Chairmanship of Committees across Public Companies:	Institute of financial Management and Research Academy for Management Excellence (ACME)
Tel No.:	91-44-2811 8000
Name :	Mr. C.R. Gupte
Designation :	Managing Director
Address :	Mafatlal House, Backbay Reclamation, Mumbai 400 020, Maharashtra, India
Qualification:	Mr. C.R. Gupte is a B. Sc. and a Fellow Member of the Institute of Chartered Accountants of India, New Delhi.
Expertise in Specific Functional Areas:	Mr. Gupte is having experience of about 30 years in dealing with the Financial, Marketing and Commercial matters of the Rubber Chemicals Division of the Company including as Head of this business for the last 10 years.
Date of Appointment :	01.08.2005
Tel No.:	91-22-6636 4062
Name :	Mr. U.M. Karnik
Designation :	Director
Name :	Mr. C. L. Jain
Designation :	Director - (GIC Nominee)
Address :	13-B/2, Woodlands, 67, Pedder Road, Mumbai 400 026, Maharashtra, India
Name :	Mr. D N Mungale
Designation :	Director
Address ;	10A, Ameya Apartments, Near Kirti College, Prabhadevi, Mumbai 400 028, Maharashtra, India
Tel No.:	91-22-22026076

KEY EXECUTIVES

Name :	Mr. S. R. Deo
Designation :	Vice President - Technical
Name :	Mr. R. M. Gadgil
Designation :	Vice President - Marketing
Name :	Mr. S. R. Iyer
Designation :	Vice President -Manufacturing
Name :	Mr. U. M. Karnik
Designation :	Vice President – Legal and Company Secretary
Name :	Mr. S. D. Ghate
Designation :	General Manager – Personnel and Administration
Name :	Mr. C. S. Inamdar
Designation :	General Manager- Marketing and Technical Services
Name :	Mr. A. Sivaraman
Designation :	General Manager- Purchase
Name :	Mr. P. Srinivasan
Designation :	General Manager - Finance
Name :	Mr. C Nandi
Designation :	Assistant Vice President – Research and Development

MAJOR SHAREHOLDERS / SHAREHOLDING PATTERN

(AS ON 30.06.2010)

Names of Shareholders	No. of Shares	Percentage of Holding
(A) Shareholding of Promoter and Promoter Group
(1) Indian
Individuals / Hindu Undivided Family	848,080	0.53
Bodies Corporate	51,930,699	32.30
Sub Total	52,778,779	32.83
(2) Foreign
Total shareholding of Promoter and Promoter Group (A)	52,778,779	32.83
(B) Public Shareholding
(1) Institutions
Mutual Funds / UTI	44,530	0.03
Financial Institutions / Banks	3,402,617	2.12
Central Government / State Government(s)	880	-
Insurance Companies	6,634,003	4.13
Foreign Institutional Investors	1,833,845	1.14
Sub Total	11,915,875	7.41
(2) Non-Institutions
Bodies Corporate	16,694,214	10.38
Individuals
Individual shareholders holding nominal share capital up to Rs.0.100 Million	64,731,912	40.26
Individual shareholders holding nominal share capital in excess of Rs.0.100 Million	13,471,629	8.38
Any Others (Specify)	1,194,571	0.74
Overseas Corporate Bodies	5,020	-
Non Resident Indians	1,189,551	0.74
Sub Total	96,092,326	59.76
Total Public shareholding (B)	108,008,201	67.17
Total (A)+(B)	160,786,980	100.00
(C) Shares held by Custodians and against which Depository Receipts have been issued	-	-
Total (A)+(B)+(C)	160,786,980	100.00

BUSINESS DETAILS

Line of Business :

Manufacturer and Supplier of Rubber Chemicals.

Products :

Items Code No. (ITC Code)	Product Description
29215190	Amine Function Compounds
29350090	Sulphonamides
29334900	Heterocyclic Compounds with Nitrogen Heteroatom(s)

· Ethylene

· Propylene

· Butadiene

· Benzene and their derivatives

· Polymers

· Rubber

· Chemicals and Plastic products.

Exports :

Countries :

· Australia

· EEC Countries

· Far East Asia

· Gulf Countries

· U.S.A.

Imports :

Countries :

· Japan

· South Africa

· U.K.

· U.S.A

PRODUCTION STATUS

Particulars	Unit	Licensed Capacity	Installed Capacity	Actual Production
Rubber Chemicals and their Intermediaries	MT	N.A.	38200@	33573*

GENERAL INFORMATION

Suppliers :

v Dipti Corrugating Industries Limited

v Daman Metalic Oxides

v Goma Engineering Private Limited

v IGP Engineers Limited

v KTES

v Kusum Enterprises

v Laxmi Polyplast Industries

v MAS Engineers

v Paramount Forge

v R. S. V. Agencies

v Shree Shakti Containers

v SVAR Associates

v Sohan Engineering Enterprises

v Sigma Chemical Industries

v Sharpenn Technologies Private Limited

v Sharp Batteries and Allied Industries Limited

v Thermal Instruments (India) Private Limited

v Vijoy Power Transmissions Private Limited

v Western Rubbers India Limited

v Amit Plastics

v Ambika Fabricators

v Autogenous Welding & Repair Company Limited

v Altop Controls

v Bengal Industries

v Cintex Industrial Corporation

v Dembla Valves

v Durosharp Knives

v Gujarat Engineering Company

v Gauges Bourdon (I)

v Goma Engineers Private Limited

v Hind Hydraulic Systems Private Limited

v LPC

v Engineers Limited

v Jadhav Engineering Private Limited

v Lion Asbestos Packing Industries

v Monometer India Private Limited

Customers :

· Good Year

· Bridgestone

· Yokohama

· General Tyres

No. of Employees :

445 (205 Management and 240 Non-Management employees)

Bankers :

· HDFC Bank Limited

· Axis Bank Limited

· Syndicate Bank

· Bank of Baroda

· State Bank of India,

Madame Cama Road, Mumbai-400021, Maharashtra, India

Facilities :

SECURED LOANS	31.03.2009 Rs. in Millions
From Banks
Working Capital Demand Loan	70.000
Packing Credit Loan	44.865
Total	114.865

Note :

1. First pari passu charge on stock and book debts both present and future by way of hypothecation over company's entire current assets including stocks of raw materials, semi finished and finished goods, consumable stores and spares and other movables, book debts, bills, outstanding monies, receivables both present and future.

2. Was secured by way of charge on the vehicles purchased.

UNSECURED LOANS	31.03.2009 Rs. in Millions
Term Loan from a financial Institutions	199.958
Total	199.958

Banking Relations :	--
Auditors :
Name 1 :	C.C. Chokshi and Company Chartered Accountants
Name 2:	Deloitte Haskins and Sells Chartered Accountants
Memberships :	v Confederation of Indian Industries
Subsidiaries:	v Ensen Holdings Limited v Urvija Investments Limited v PIL: Chemicals Private Limited
Associates :	v Navin Fluorine International Limited v Mafatlal Industries Limited v Mafatlal Finance Company Limited v Eyeglobal Technologies Private Limited

CAPITAL STRUCTURE

Authorised Capital :

No. of Shares	Type	Value	Amount
1200000000	Equity Shares	Rs.10/-each	Rs.12000.000 millions

Issued, Subscribed & Paid-up Capital :

No. of Shares	Type	Value	Amount
160786980	Equity Shares	Rs.10/-each	Rs.1607.870 millions

FINANCIAL DATA

[all figures are in Rupees Millions]

ABRIDGED BALANCE SHEET

SOURCES OF FUNDS		31.03.2010	31.03.2009	31.03.2008
SHAREHOLDERS FUNDS
1] Share Capital		1607.900	1607.870	1607.870
2] Share Application Money		0.000	0.000	0.000
3] Reserves & Surplus		1271.700	1044.261	1641.767
4] (Accumulated Losses)		0.000	0.000	0.000
NETWORTH		2879.600	2652.131	3249.637
LOAN FUNDS
1] Secured Loans		0.000	114.865	181.181
2] Unsecured Loans		167.100	199.958	228.541
TOTAL BORROWING		167.100	314.823	409.722
DEFERRED TAX LIABILITIES		216.700	197.439	144.469
TOTAL		3263.400	3164.393	3803.828
APPLICATION OF FUNDS
FIXED ASSETS [Net Block]		793.400	826.653	1619.930
Capital work-in-progress		236.700	218.977	124.987
INVESTMENT		248.300	248.313	144.431
DEFERREX TAX ASSETS		0.000	0.000	0.000
CURRENT ASSETS, LOANS & ADVANCES
	Inventories	826.500	693.910	746.329
	Sundry Debtors	861.200	823.422	816.897
	Cash & Bank Balances	503.100	258.106	81.133
	Other Current Assets	0.000	0.000	0.000
	Loans & Advances	764.300	928.926	1172.310
Total Current Assets		2955.100	2704.364	2816.669
Less : CURRENT LIABILITIES & PROVISIONS
	Sundry Creditor	655.300	540.068	661.080
	Other Current Liabilities
	Provisions	314.800	293.846	241.109
Total Current Liabilities		970.100	833.914	902.189
Net Current Assets		1985.000	1870.450	1914.480
MISCELLANEOUS EXPENSES		0.000	0.000	0.000
TOTAL		3263.400	3164.393	3803.828

PROFIT & LOSS ACCOUNT

	PARTICULARS		31.03.2010	31.03.2009	31.03.2008
	SALES
		Income	4359.900	4642.742	3592.619
		Other Income	100.900	144.250	306.230
		TOTAL (A)	4460.800	4786.992	3898.849
Less	EXPENSES
		Manufacturing Expenses	335.000	4110.738	3582.967
		Raw Materials	2522.500	0.000	0.000
		Power and Fuel Cost	417.300	0.000	0.000
		Employees Cost	314.500	0.000	0.000
		Purchases made for re-sale	0.000	26.126	38.609
		Selling and Administrative	199.000	NA	NA
		Stock in Process	(31.300)	(11.805)	24.116
		Miscellaneous Expenses	124.800	0.000	0.000
		TOTAL (B)	3881.800	4125.059	3645.692
Less	PROFIT BEFORE INTEREST, TAX, DEPRECIATION AND AMORTISATION (A-B) (C)		579.000	661.933	253.157
Less	FINANCIAL EXPENSES (D)		1.500	39.838	10.999
	PROFIT BEFORE TAX, DEPRECIATION AND AMORTISATION (C-D) (E)		577.500	622.095	242.158
Less/ Add	DEPRECIATION/ AMORTISATION (F)		76.300	80.593	76.101
	PROFIT BEFORE TAX (E-F) (G)		501.200	541.502	166.057
Less	TAX (H)		161.000	179.887	53.982
	PROFIT AFTER TAX (G-H) (I)		340.200	361.615	112.075
	Export Value		NA	2310.685	1693.437
	Import Value		NA	1209.820	1153.224
	Earnings Per Share (Rs.)		2.12	--	--

QUARTERLY RESULTS

PARTICULARS	30.06.2010 1^st Quarter	30.09.2010 2^nd Quarter	31.12.2010 3^rd Quarter
Net Sales	1135.600	1067.300	1173.300
Total Expenditure	1003.700	930.100	1050.800
PBIDT (Excl OI)	131.900	137.200	122.500
Other Income	13.400	6.200	10.900
Operating Profit	145.300	143.400	133.400
Interest	0.200	0.400	0.300
Exceptional Items	0.000	0.000	0.000
PBDT	145.100	143.000	133.100
Depreciation	18.700	18.800	19.000
Profit Before Tax	126.400	124.200	114.100
Tax	40.700	43.000	36.300
Provisions and contingencies	0.000	0.000	0.000
Profit After Tax	85.700	81.200	77.800
Extraordinary Items	0.000	0.000	0.000
Prior Period Expenses	0.000	0.000	0.000
Other Adjustments	0.000	0.000	0.000
Net Profit	85.700	81.200	77.800

KEY RATIOS

PARTICULARS		31.03.2010	31.03.2009	31.03.2008
PAT / Total Income	(%)	7.63	7.55	2.87
Net Profit Margin (PBT/Sales)	(%)	11.50	11.66	4.62
Return on Total Assets (PBT/Total Assets}	(%)	13.37	15.33	3.74
Return on Investment (ROI) (PBT/Networth)		0.17	0.20	0.05
Debt Equity Ratio (Total Liability/Networth)		0.39	0.50	0.44
Current Ratio (Current Asset/Current Liability)		3.05	3.24	3.12

LOCAL AGENCY FURTHER INFORMATION

HISTORY

Subject is manufacturer and supplier of rubber chemicals. The company is known for product their quality, customer services and commitment to environmental care. The company is a part of Arvind Mafatlal Group of Industries, a well-known Business House in India with diversified business interests. The company is engaged in the manufacturing and sale of rubber chemicals. They are having their manufacturing facilities in the TTC industrial area, Thane and ancillary manufacturing facilities in the GIDC industrial area, Vapi. They offer a range of rubber chemicals, such as PILFLex, which is a rubber anti-degradant, PILnox, which is a rubber antioxidant, PILcure, which is a rubber accelerator, and PILGarD, which is a rubber pre-vulcanization inhibitor. Their subsidiaries include Ensen Holdings Limited, Urvija Investments Limited and PIL Chemicals Private Limited

Subject was incorporated in the year 1961 as National Organic Chemical Industries Limited. In the year 1968, the company commenced their production of petrochemicals at company in technical collaboration with the Royal Dutch Shell Group. Polyolefins Industries Limited was incorporated in the year 1964, which produced polymers in technical collaboration with Farbwerke Hoechst AG, West Germany.

In the year 1981, MINDIA Chemicals Limited, which produced rubber chemicals merged with Polyolefins Industries Limited. In the year 1993, Polyolefins Industries Limited merged with company for synergy of operations. Also, the company became an Indian company under Arvind Mafatlal Group upon withdrawal of Shell from the company and Hoechst from Polyolefins Industries Limited Rubber Chemicals Business operates as NOCIL-RCD In the year 1995, NOCIL-RCD consolidated their position as an important supplier of rubber chemicals in the global market.

In the year 2002, the company decided to close down their Petrochemicals Division due to uneconomical and unviable operations on account of their sub-optimal capacity.

During the year 2005-06, as per the scheme of arrangement, the net current assets of the Plastic Products Division have been transferred to RELPOL Plastics Products Limited (formerly known as NOCIL Petrochemicals Ltd, a business associate of Reliance Industries Limited) with effect from July 20, 2005.

During the year 2006-07, the company acquired the entire shareholding of PIL Chemicals Private Limited (formerly known as Sushripada Plastics Private Limited) for Rs.195.000 Millions. Thus, PIL Chemicals Private Limited became a wholly owned subsidiary of the company. PIL Chemicals has a factory in Vapi (Gujarat), which manufactures some of the products required by the company. Also, the company acquired 60 acre plot of land at Dahej near Bharuch in the designated chemical zone of Gujarat Industrial Development Corporation to take care of their future expansion plans.

During the year 2007-08, the name of the company was changed from National Organic Chemical Industries Limited to Subject with effect from September 14, 2007. The company's new project at Dahej in Gujarat is progressing well.

PERFORMANCE OF THE COMPANY

The turnover of the Company for the year was Rs.4600.000 Millions as compared to Rs.4990.000 Millions representing a decrease of 7.87% over the previous year. The production of rubber chemicals and their intermediates was 36697 MT for the year as against 33573 MT representing an increase of 9.30 % as compared to the previous year.

The year 2009-10 started with an unprecedented negative outlook due to the global financial meltdown. Fortunately, the situation in India had started turning positive as compared to the Western world. As a result, the domestic Tyre industry got back to normal production levels and consequently demand for our rubber chemicals showed a healthy trend in the domestic market.

The Company experienced positive volume growth during the year under review and this growth as mentioned earlier was driven mainly by Domestic Sales. However on the export front, after a very sudden drop in volumes, the Company managed to substantially recover its volumes in the Second Half.

The selling prices remained more or less flat for the most part of the year in the domestic market although costs kept going up. During the last quarter of the year, an attempt was made to increase the selling prices of select products to recover some of the cost increases witnessed during the period.

Raw material prices started hardening from the beginning of the 2nd half of the year consequent to crude prices surging to

US$ 80 per barrel. They are despite the cost increases, through a combination of timely bookings of raw materials at best possible prices, better management of various operational parameters coupled with some increases in selling prices, the actual profits for the year remained more or less at the same level as that of the previous year.

The Company managed to pay off all its secured loans in the first quarter of the year itself. Even the unsecured loan taken from SICOM has been paid during May 2010. They are happy to inform that as of date, the Company is completely debt free and this is particularly significant since they are in the process of raising funds for the proposed expansion Project in Dahej, Gujarat.

EXPORTS

The Company was able to achieve exports of Rs.1810.000 Millions as against Rs.2310.000 Millions in the previous year. The export volumes also, were lower by about 8% as compared to the previous year due to reduced demand in the international market. Rupee appreciation also adversely affected our exports realizations. Export volumes did however improve substantially in the 2nd half of the year over the 1^st half consequent to partial recovery in the overseas markets. Given this background, they are hopeful of further recovery in volumes in the FY 2010-11 as compared with the FY 2009-10.

PROJECT

The Company had decided to go slow on the proposed expansion Project in Dahej, Gujarat, due to the global recessionary conditions. Given the present automobile sector growth in India and also the major expansion plans being implemented by the Domestic Tyre Companies coupled with the fact that the Global Tyre industry is also operating close to their normal levels, they are confident that the Company can now go ahead and implement the first phase of the Project and they see more than adequate demand for the additional capacities that will come up with this Project. A suitably modified plan for the said project has been finalized the overall Engineering Package is in the advanced stages of completion. The Company now plans to implement this phase of the project at a cost of approximately Rs.2500.000 Millions. Discussion for financing the project are at an advanced stage with prospective lenders.

The project is expected to be commissioned during the Second half of FY 2011-12. On its successful implementation, the Companies position in the market place will strengthen not only in terms of higher market share but also in terms of more cost effective and cleaner processes.

As already stated in the previous reports, all the necessary Clearances from the Central and the State Government authorities have also been obtained. Most of the infrastructural work too has been completed. The Company has so far spent a sum of Rs.240.000 Millions on the project.

SUBSIDIARY COMPANIES

The Annual Reports of its three subsidiaries viz. Ensen Holdings Limited, Urvija Investments Limited and PIL Chemicals Private Limited for the year ended 31 March 2010 are enclosed separately and form an integral part of the Annual Report of subject.

PIL Chemicals private Limited, a Company which was acquired by the Company has not only started making profits but also managed to wipe out its accumulated losses in its 3rd year of operation under the company Management.

In view of insignificant operations of both Ensen Holdings Limited and Urvija Investments Limited and to consolidate the operations of subsidiary companies, the Board of Directors of the respective subsidiary Companies approved in principle the merger of M/s. Ensen Holdings Limited and M/s. Urvija Investments Limited, with M/s PIL Chemicals Private Limited which is operating company and doing processing work for the Company with effect from 1 April 2010.

The subsidiary companies are in the process of filing necessary Petition with Honble Bombay High Court for approval of Scheme of Merger.

Pursuant to the requirements of Clause 32 of the Listing Agreement, the details of Loans / Advances made to and investments made in the subsidiaries have been furnished in Schedules forming part of the Accounts.

A statement pursuant to Section 212 of the Companies Act, 1956, relating to the Companies interest in the Subsidiary Companies is provided separately.

MANAGEMENT DISCUSSION AND ANALYSIS

ECONOMIC REVIEW

The meltdown in the global economy affected the Indian industry quite severely in the second half of financial year 200809. However, the Government of India acted positively by providing fiscal and monetary packages to help revive the economy. Moreover, with the results of national elections providing a stable Government at the Centre, positive sentiments and confidence returned to the Indian markets.

The Indian economy and more particularly the Automotive and related segments recovered much faster than most of the counterparts across the world. It is surely heartening to note that India's Index of Industrial Production showed a growth of 10.4% for the year as a whole indicating that the growth has regained its momentum.

The automotive OEM industry and the Tyre and Auto component industry saw very strong demand growth over the previous year because of a combination of factors. Due to incentives in the form of Excise Duty reduction and the effect of severely depleted inventories from earlier quarter's higher demand, a quick reinstatement of normal production levels were restored.

The global economy too has started showing signs of revival after facing unparalleled pressure by way of economic crises. As a consequence of this, they witnessed, particularly in the 2nd half of the financial year, a steep rise in the prices of all major commodities such as oil, steel, cement etc. Most of their Raw Materials and other input prices also witnessed substantial increases.

RUBBER CHEMICALS INDUSTRY:

In line with the global recession, the automobile and other related industries such as the tyre, rubber auto-components etc. suffered major setback. Consequently, the rubber chemicals industry also experienced stiff challenges by way of major demand shrinkage across all segments and geographies, more particularly from the International Tyre Companies. Fortunately, the domestic demand for Rubber Chemicals started picking up from the beginning of the Financial Year itself. The pick up on the exports front however was much slower and volumes started improving from the 2nd half of the year. The Company, through its wide range of products and well diversified customer base, managed to post healthy margins by better management of input costs and by inventory optimization of production in line with fast-changing demand patterns.

INDUSTRY STRUCTURE AND DEVELOPMENTS:

The Company is engaged in the manufacture and sale of rubber chemicals and has its manufacturing facilities in the

Trans Thane Creek Industrial area at Navi Mumbai, Maharashtra. In addition, the company has dedicated ancillary manufacturing facilities in the GIDC industrial area at Vapi, Gujarat, and also has its wholly-owned subsidiary PIL Chemicals Private Limited. The Company's regional sales offices are located in Mumbai, Delhi, Chennai and Kolkata.

The products manufactured by the Company are used by the tyre industry and all other segments of the rubber-processing industry. These chemicals not only accelerate the vulcanisation of rubber, but also extend the life of rubber products.

The Company is constantly working towards achieving further improvements in the technological and operational efficiency of the existing products in their application. It also strives to develop new products to increase its participation in the market and enlarge its product range. The company is also, through its strong Research initiatives, engaged in developing new products which would meet the environmental challenges of future.

BUSINESS OUTLOOK

Although the export market has shrunk considerably due to global economic slowdown, the domestic tyre market has improved considerably. The Company is hopeful that given the improved domestic market, it would be in a better position to strengthen its domestic business presence. The company is also making concerted efforts to enter newer markets internationally which were hitherto untapped or under-tapped. This will boost the export volume significantly in the coming years. Recent trend in firming up of Chinese export prices (though still quite low) should to improve their prices in the following year.

FINANCIAL PERFORMANCE – OPERATIONAL

PERFORMANCE

The Company achieved a profit before tax of Rs.501.300 Millions as compared to Rs.541.500 Millions in 2008-09. The Sales Volumes increased by 8% primarily due to improvement in the Domestic Market. The Production Volumes (including Intermediates captively consumed) increased by more than 9% as compared to the previous year. Due to improved liquidity conditions, the Company could manage to repay all its secured loans borrowed for normal day to day working capital requirements in the first quarter of the year itself. The Sole Unsecured Loan borrowed from SICOM has been repaid in the month of May 2010. The interest cost as a result was minimal. The comfortable liquidity conditions will enable the company to contribute to about 40% in the first phase of Dahej Project. The rupee appreciation did affect the profitability of the company being a net exporter. With a healthy financial ratio, they are hopeful that the funds required from the Banking System will be tied up at the best possible terms.

Strengthening of the rupee vis-a-vis the US Dollar has put a pressure on the export realisation of the Company; however, they have mitigated this by settling all import payments out of export earnings and covering short term export receivables when rupee depreciated.

Funds availability and their cost was an issue for the first half of the year. The subsequent corrective measures taken by the Reserve Bank of India have ensured availability of funds in the Banking system at a reasonable cost.

UNAUDITED FINANCIAL RESULTS FOR THE QUARTER ENDED 31.12.2010

Particulars	31.12.2010 Quarter Ended	31.12.2010 Nine Months Ended
Income
a) Net Sales / Income from Operations	1150.400	3320.800
b) Other Operating Income	22.900	55.600
Total Operating Income	1173.300	3376.400
Expenditure
(a) (Increase)/decrease in Stock in Trade	66.800	(52.300)
(b) Consumption of Raw Materials	648.900	2035.700
(c) Purchase of traded goods	6.400	16.600
(d) Employees Cost	64.100	201.600
(e) Depreciation	19.000	56.500
(f) Utilities	99.300	311.800
(g) Other Expenditure	165.300	471.300
Total Expenditure	1069.800	3041.200
Profit / (Loss) From Operations before other Income Interest & Exceptional Items	103.500	335.200
Other Income	10.900	30.400
Profit/(Loss) before Interest and Exceptional items	114.400	365.600
Interest	0.300	0.900
Profit / (Loss) after interest before Exceptional items	114.100	364.700
Exceptional Items	0.000	0.000
Profit / (Loss) From Ordinary activities before Tax	114.100	364.700
Tax Expenses	36.300	120.000
Net Profit/(Loss) From Ordinary activities after Tax	77.800	244.700
Extraordinary Items	0.000	0.000
Net Profit/(Loss) for the period	77.800	244.700
Paid Up Equity Share Capital ( Face Value of the share Rs.10/- each )	1607.900	1607.900
Reserves (Excluding Revaluation Reserves)	--	--
Earning Per Share (Basic and Diluted)	0.48	1.52
Public Share Holding
- Number of Shares	108008201	108008201
- Percentage of shareholding	67.18	67.18
Promoters and Promoter group share holding
a) Pledged / Encumbered
- Number of Shares	33471269	33471269
- Percentage of share (as a % of the total shareholding of promoter and promoter group)	63.42	63.42
- Percentage of shares(as a % of the total share capital of the company)	20.82	20.82
b) Non-encumbered
- Number of Shares	19307510	19307510
- Percentage of Share (as a % of the total shareholding of promoter and promoter group)	36.58	36.58
- Percentage of Share (as a % of the total share capital of the company)	12.00	12.00

Note :-

1. The Company is primarily engaged in the business of manufacture of Rubber Chemicals which in the context of Accounting Standard (AS 17) on “Segment Reporting” constitutes a single reportable segment.

2. There were no pending investor complaints at the beginning of the Quarter and only 1 complaint (of routine nature) was received during the quarter, which has been attended and resolved. There was no complaint pending at the end of the quarter.

3. The above results have been reviewed by the Audit Committee and approved by the Board of Directors at its meeting held on 28 January 2011.

4. Figures for the previous period have been regrouped / reclassified wherever necessary.

FIXED ASSETS

· Land

· Building

· Plant and Machinery

· Furniture, Fixtures and Equipment

· Vehicle

· Patents

WEBSITE DETAILS

PROFILE:

Subejct is a part of AMG (Arvind Mafatlal Group of Industries), a well-known Business House of India having diversified business interests.

Company commenced Rubber Chemicals manufacturing in the year 1975 in a designated Chemicals Zone about 40 km away from Mumbai City. Company today is the largest Rubber Chemicals Manufacturer in India with 'State of the Art' Technology for the manufacture of PILFLEX Antidegradants, PILNOX Antioxidants, PILCURE Accelerators, Sulfur Donor, Post Vulcanization Stabilizer and PILGARD Pre Vulcanization Inhibitor.

Company’s products are extensively used by the Tire, Industrial Rubber Products and Consumer Rubber Products Manufacturers world over.

Company has committed itself to World Class Product Quality, Customer Service and Health-Safety and Environmental Care Standards. In fact, this has been a 'Way of Life' for everyone employed in Company their challenges are defined by the drive to understand the Customer's current and emerging needs and meet Customer’s expectations on a continuous basis.

MARKETING AND SALES

The Marketing and Sales activities in India are effectively handled by their Regional Offices and a well spread network of domestic Agents and Distributors. In order to bring their products close to the overseas customers, Company has a well developed and efficient network of Highly Reputed Representatives across the Globe.

Company’s marketing efforts are supplemented by its Marketing Technical Service (MTS) team which offers Technical Support to the customers for Rubber Product / Process Developments and helps in solving their Shop-floor problems. This team also identifies Customer’s current and emerging needs regarding existing Products and Services, New Products identification and developments and effectively coordinates these with the concerned authorities in the Organization.

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.44.20
UK Pound	1	Rs.72.26
Euro	1	Rs.63.90

SCORE & RATING EXPLANATIONS

SCORE FACTORS	RANGE	POINTS
HISTORY	1~10	7
PAID-UP CAPITAL	1~10	6
OPERATING SCALE	1~10	6
FINANCIAL CONDITION
--BUSINESS SCALE	1~10	6
--PROFITABILIRY	1~10	6
--LIQUIDITY	1~10	6
--LEVERAGE	1~10	6
--RESERVES	1~10	6
--CREDIT LINES	1~10	6
--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	YES
--OTHER MERIT FACTORS	YES/NO	YES
TOTAL		55

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	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
-	NB	New Business	--

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

This report is issued at your request without any risk and responsibility on the part of MIRA INFORM PRIVATE LIMITED (MIPL) or its officials.