MIRA INFORM REPORT

MIRA INFORM REPORT

Report Date :

18.04.2011

IDENTIFICATION DETAILS

Name :	ORIENTAL CONTAINERS LIMITED

Registered Office :	Parijat House, 1076, Dr. E Moses Road, Worli , Mumbai – 400 018, Maharashtra

Country :	India

Financials (as on) :	31.03.2010

Date of Incorporation :	13.02.2006

Com. Reg. No.:	11-159687

CIN No.: [Company Identification No.]	U28992MH2006PLC159687

TAN No.: [Tax Deduction & Collection Account No.]	MUMO04068B / MUMO03131C / BLRO00968C / BLRO00686A / BLRO00969D

PAN No.: [Permanent Account No.]	AAACO8122G

Legal Form :	A closely held Public Limited Liability Company

Line of Business :	Manufacturer of Aluminium and Aluminium Products.

RATING & COMMENTS

MIRA’s Rating :

Ba (44)

RATING		STATUS	PROPOSED CREDIT LINE

41-55	Ba	Overall operation is considered normal. Capable to meet normal commitments.		Satisfactory

Maximum Credit Limit :	USD 4700000

Status :	Satisfactory

Payment Behaviour :	Slow but correct

Litigation :	Clear

Comments :	Subject is an established company having satisfactory track. The company has been successful in wiping of the accumulated losses of previous years. Trade relations are reported as fair. Business is active. Payments are reported to be slow but correct. The company can be considered normal for 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

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

INFORMATION PARTED BY

Name :	Mr. B M Gagad
Designation :	General Manager Finance
Date :	15.04.2011

LOCATIONS

Registered Office :	Parijat House, 1076, Dr. E Moses Road, Worli , Mumbai – 400 018, Maharashtra , India
Tel. No.:	91-22-24964656 / 60 / 24925581 / 82 / 24954484
Fax No.:	91-22-24963055 / 24950314
E-Mail :	admin@ocl-india.com kamnath@ocl-india.com sunder@ocl-india.com sanjayjain@ocl-india.com vnk@ocl-india.com
Website :	www.orientalcontainers.com
Location :	Owned

Factory 1 :	Plot No. 327 to 332, Kundiam Industrial Estate, Kundiam, Goa – 403 115, India

Factory 2 :	A-1, MIDC, Industrial Area, Dist. Thane, Mumbai, Maharashtra, India

DIRECTORS

As on 18.09.2010

Name :	Mr. Rajendran Ayadurai
Designation :	Director
Address :	Apartment B -21-1 Villa, Angsana 56 Jalan Krian off JLN IOPH, Kuala Lumpur- 51100, India
Date of Birth/Age :	23.09.1961
Date of Appointment :	16.01.2008

Name :	Mr. Balkishan Toshniwal
Designation :	Whole Time Director
Address :	G -5, Satyanaryan Bhavan, Dr. R G Thadani Marg, Worli, Mumbai – 400 018, Maharashtra, India
Date of Appointment :	13.02.2006

Name :	Mr. Richard Foyston
Designation :	Director
Address :	1^st Floor, Menare Prudential JalanSultan Ismail Kuala Lumpur, Malaysia
Date of Birth / Age :	14.01.1958
Date of Appointment :	27.09.2006

Name :	Mr. Rajendra Somani
Designation :	Managing Director
Address :	Sreeninetan 5^th Floor, 86-A, N.S. Road, Mumbai – 400002, Maharashtra, India
Date of Birth / Age :	18.02.1948
Date of Appointment :	13.02.2006

Name :	Mr. Bruno Seghin
Designation :	Director
Address :	Apt A 1, 4 South Bay Road, Repulse Road, Hongkong
Date of Birth / Age :	07.05.1957
Date of Appointment :	27.09.2006

MAJOR SHAREHOLDERS / SHAREHOLDING PATTERN

As on 18.09.2010

Names of Shareholders		No. of Shares
Oricon Enterprises Limited (India)		3246186
Rajendra Somani		1
Surendra Somani		1
V.N. Khanna		1
B.K. Toshniwal		1
Sanjay Jain		1
B.M. Gaggar		1
Navigate Mauritius Limited (Mauritius)		100
OC Holdings Limited (Mauritius)		7574544

Total		10820836

Names of Preference Shareholders		No. of Shares
Navigate Mauritius Limited		40000000

Total		40000000

Equity Share Breakup as on 18.09.2010

Category	Percentage
Foreign holdings( Foreign institutional investor(s), Foreign companie(s) Foreign financial institution(s), Non-resident Indian(s) or Overseas Corporate bodies or Others	70.00
Bodies corporate	29.99
Other top fifty shareholders	0.01
Total	100.00

BUSINESS DETAILS

Line of Business :

Manufacturer of Packaging Products

Products :

· Hycrown

· Hycan

· Hytube

· Neeonseal

· Gloseal

· Topseal

· Aluseal

· Swageseal

· Bevseal

· Metal Printing

· Petrochemicals

Item Code No. (ITC Code)	83099001
Product Description	Aluminium Caps
Item Code No. (ITC Code)	83091000
Product Description	Crown Seals
Item Code No. (ITC Code)	39235000
Product Description	Plastic Closures

Exports :

Products :

Plastic Closures

Country :

Bangladesh
Tanzania
Vietnam
Oman
Dubai
UAE
Sri Lanka

Imports :

Products :

Raw Material

Country :

China
US
Italy

Terms :

Selling :

Cash and Credit (30 / 60 / 90 days)

Purchasing :

Cash and Credit (30 / 60 / 90 days)

GENERAL INFORMATION

No. of Employees :

100 (Approximately)

Customers :

End Users
OEM’s

Bankers :

ABN Amro Bank N V, Brady House, Veer Nariman Road, Mumbai – 400 018, Maharashtra, India

Central Bank of India, Corporate Finance Branch, First Floor, MMO Building, M.G. Road, Fort, Mumbai – 400 023, Maharashtra, India

Punjab National Bank, Dr. Annie Besant Road, Worli, Mumbai – 400018, Maharashtra, India

Facilities:

Secured Loans :

	As on 31.03.2010 Rs. in Millions	As on 31.03.2009 Rs. in Millions
From Banks: Term Loan (Secured by hypothecation of one plastic closure machine at goa) (Repayable within one year Rs. 12.500 Millions (Previous year : Nil))	47.477	0.000
Cash Credit facilities (Secured by hypothecation of inventories and sundry debtors, present and future.)	249.802	159.885
Vehicle Finance loans (Secured by the hypothecation of the said vehicle) (Repayable within one year Rs.0.673 million)	2.040	0.419
From Others: Vehicle Finance loans (Secured by the hypothecation of the said vehicle) (Repayable within one year Rs.0.222 million)	0.751	0.039

Total	300.070	160.343

Unsecured Loans :

	As on 31.03.2010 Rs. in Millions	As on 31.03.2009 Rs. in Millions
From Banks: Working Capital Finance Loan (entirely repayable within one year)		0.000
Deferred sales tax liability	51.790	37.176
From Others: Loans form related parties (entirely repayable on demand) (received from affiliates of Oricon Enterprises Limited)	125.400	125.400

Total	177.190	162.576

Banking Relations :

Auditors :

Name :

BSR and Company

Chartered Accountants

Address :

KPMG House, Kamala Mills, Compound 448 S B Marg, Lower Parel, Mumbai – 400 014, Maharashtra, India

Holding Company :

Oricon Enterprises Limited

CAPITAL STRUCTURE

As on 31.03.2010

Authorised Capital :

No. of Shares	Type	Value	Amount
25000000	Equity Shares	Rs.10/- each	Rs.250.000 millions
75000000	0.000001% Convertible or Redeemable, Non-cumulative Preference Shares	Rs.10/- each	Rs.750.000 millions

		Total	Rs. 1000.000 millions

Issued, Subscribed & Paid-up Capital :

No. of Shares	Type	Value	Amount
6884466	Equity Shares	Rs.10/- each	Rs. 68.845 millions

Of the above:

3,246,192 (previous year: 3,000,000) equity shares of Rs. 10 each are held by Oricon Enterprises Limited (’the Promoter’) out of which 2,950,000 (previous year: 2.950,000) equity shares of Re 10 each have been allotted as fully paid up pursuant to a contract without payment being received in cash and 100 (previous year: 100) equity shares of Rs. 10 each (issued at Rs. 60 each) are held by Navigate Mauritius Limited (‘the Investor’) and 3,638,174 (previous year 574,449 ) equity shares of Rs. 10 each (issued at Rs. 130.56 each) are held by OC Holding Limited, Mauritius, the Holding Company, an affiliate of the investor.

During the year, 40,000,000, 0,000003% optionally convertible or redeemable, non cumulative preference shares of Rs. 10 each held by OC Holdings Limited have been converted into 3,063,725 equity share of Re 10 each at a premium of Rs. 120.56 per share.

Further, subsequent to the balance sheet date (i.e. on 12th May 2010) the Company has allotted 3,936,370 equity shares of Rs. 10 each fully paid up, to OC Holding Limited, Mauritius, at a premium of Rs. 120.56 per share against share application money of Rs. 513,932,500 pending allotment at the balance sheet date.

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		68.845	438.207	430.001
2] Share Application Money		513.933	513.933	513.933
3] Reserves & Surplus		602.764	99.111	0.175
4] (Accumulated Losses)		0.000	(9.810)	(53.562)
NETWORTH		1185.542	1041.441	890.547
LOAN FUNDS
1] Secured Loans		300.070	160.343	106.250
2] Unsecured Loans		177.190	162.576	219.364
TOTAL BORROWING		477.260	322.919	325.614
DEFERRED TAX LIABILITIES		64.832	12.381	0.000

TOTAL		1727.634	1376.741	1216.161

APPLICATION OF FUNDS

FIXED ASSETS [Net Block]		1319.691	1089.790	851.786
Capital work-in-progress		45.458	0.795	0.000

INVESTMENT		0.000	0.000	0.000
DEFERREX TAX ASSETS		0.000	0.000	0.000

CURRENT ASSETS, LOANS & ADVANCES
	Inventories	389.024	250.982	289.357
	Sundry Debtors	402.557	370.862	354.787
	Cash & Bank Balances	85.831	15.188	7.611
	Other Current Assets	0.000	0.000	0.000
	Loans & Advances	148.254	112.685	93.879
Total Current Assets		1025.666	749.717	745.634
Less : CURRENT LIABILITIES & PROVISIONS
	Sundry Creditors	383.805	297.831	311.086
	Other Current Liabilities	218.010	138.185	48.368
	Provisions	61.366	27.545	21.805
Total Current Liabilities		663.181	463.561	381.259
Net Current Assets		362.485	286.156	364.375

MISCELLANEOUS EXPENSES		0.000	0.000	0.000

TOTAL		1727.634	1376.741	1216.161

PROFIT & LOSS ACCOUNT

	PARTICULARS		31.03.2010	31.03.2009	31.03.2008
	SALES
		Income	2094.476	1593.732	1202.381
		Other Income	118.687	69.180	65.367
		TOTAL (A)	2213.163	1662.912	1267.748

Less	EXPENSES
		Material Cost	1382.237	1064.715	865.003
		Personnel Cost	142.598	110.859	98.531
		Other Expenditure	336.000	306.686	217.586
		Exceptional Items (Commission on sales)	0.000	4.218	4.326
		TOTAL (B)	1860.835	1486.478	1185.446

Less	PROFIT BEFORE INTEREST, TAX, DEPRECIATION AND AMORTISATION (A-B) (C)		352.328	176.434	82.302

Less	FINANCIAL EXPENSES (D)		45.891	39.863	30.893

	PROFIT BEFORE TAX, DEPRECIATION AND AMORTISATION (C-D) (E)		306.437	136.571	51.409

Less/ Add	DEPRECIATION/ AMORTISATION (F)		107.187	78.305	76.949

	PROFIT BEFORE TAX (E-F) (G)		199.250	58.266	(25.540)

Less	TAX (I)		55.150	14.515	1.094

	PROFIT AFTER TAX (G-I) (J)		144.100	43.751	(26.634)

Add	PREVIOUS YEARS’ BALANCE BROUGHT FORWARD		(9.810)	(53.561)	(26.031)

Add	Adjustment of traditional liability towards employee benefit		0.000	0.000	(0.896)

	BALANCE CARRIED TO THE B/S		134.290	(9.810)	(53.561)

	Earnings Per Share (Rs.)
	Basic		26.04	12.97	(8.88)
	Diluted		15.22	4.22	(8.88)

Particulars

31.03.2011

Sales Turnover

2500.000

(Approximately)

Expected Sales (2011-12) : Rs.3000.000 Millions

KEY RATIOS

PARTICULARS		31.03.2010	31.03.2009	31.03.2008
PAT / Total Income	(%)	6.51	2.63	(2.10)

Net Profit Margin (PBT/Sales)	(%)	9.51	3.66	(2.12)

Return on Total Assets (PBT/Total Assets}	(%)	8.50	3.17	(1.60)

Return on Investment (ROI) (PBT/Networth)		0.17	0.06	(0.03)

Debt Equity Ratio (Total Liability/Networth)		0.96	0.76	0.75

Current Ratio (Current Asset/Current Liability)		1.55	1.62	1.96

LOCAL AGENCY FURTHER INFORMATION

SUNDRY CREDITORS DETAILS :

(Rs. in Millions)

Particulars	31.03.2010	31.03.2009	31.03.2008

Due to Micro and Small Enterprises	15.296	13.533	14.035
Others	368.509	284.298	297.051
Total	383.805	297.831	311.086

OPERATIONS:

The Gross sales of Rs.2258.400 millions for the year has recorded an increase of 29% compared to the previous year sales of Rs.1749.900 millions. The profit before tax is Rs.199.200 millions as against Rs. 58.200 millions in the previous year. After provisions of tax, the net profit is Rs. 144.100 millions and a balance of Rs.134.300 millions is carried to balance sheet.

The sales of all the products manufactured by the Company have been satisfactory and the company is well positioned to serve the present and future demands of its market.

During the year looking at the increase in demand in the Beverage industry the company has expanded its manufacturing capacity of plastic closures.

BACKGROUND

Oriental Containers Limited (‘the Company’) was incorporated on 13 February 2006. Pursuant to a business transfer agreement dated 25 February 2006, the Company acquired the “packaging division” of Oricon Enterprise Limited (erstwhile Oriental Containers Limited) (‘the Promoter’) consisting of the plastic closures, aluminium pilfer proof caps, collapsible tubes, swage seals and crown nests on a slump sale basis. The Company has its manufacturing facilities in Murbad and Goa.

Pursuant to the Share Subscription Agreement dated 1 September 2006 the Company has issued 100 equity shares of Ha 10 each and 40,000,000 Prefarence shares of Rs. 10 each to Navigate Mauritius Limited (‘the Investor’). Further shares shall be issued by the Company to the investor and its affiliates in consideration for share application monies received by the Company in the earlier years subject to the approval from the Reserve Bank of India. On 17 October 2008, the Company has issued further shares to the an affiliate of the investor and to the Promoter in accordance with the Supplemental Agreement to the Share Subscription Agreement dated 1 September 2006 and the Shareholders’ Agreement dated 27 September 2006.

As per the Shareholders Agreement dated 27 September 2006 between the Promoter and the Investor, the Promoter shall vote and shall cause the promoter directors to vote in the manner as required by the investor. Accordingly, the investor controls the composition of the Board of Directors of the Company and hence is the holding company of the Company.

TRADE REFERENCES:

Vijay Machine Tools Private Limited
Expo Project Engineering Services Private Limited, Mumbai

FIXED ASSETS:

License Fee
Goodwill
Leasehold Land
Factory Buildings
Residential Flats
Plant and Machinery
Electric Installations
Office Equipments
Computer
Furniture and Fixtures
Vehicles
Fire Fighting Equipments
Laboratory Equipments
Weighing Machines

FORM 8:-

Corporate identity number of the company	U28992MH2006PLC159687
Name of the company	ORIENTAL CONTAINERS LIMITED
Address of the registered office or of the principal place of business in India of the company	1076, Dr. E Moses Road, Worli , Mumbai – 400 018, Maharashtra , India
This form is for	Modification of charge
Charge identification (ID) number of the charge to be modified	10201727
Type of charge	Immovable Property
Particular of charge holder	Punjab National Bank, Dr. Annie Besant Road, Worli, Mumbai – 400018, Maharashtra, India
Nature of instrument creating charge	Deed for extension of equitable mortgage.
Date of instrument Creating the charge	07.01.2011
Amount secured by the charge	Rs. 100.000 millions
Brief of the principal terms an conditions and extent and operation of the charge	Rate of Interest : BPLR + 2.75% over / below reference rate plus applicable interest tax p.a. monthly rests Terms of Repayment : Nil Margin : 25% on stocks, book debts – 40% or may be decided by bank under clause 12 of hypothecation agreement Extent and Operation of the charge : The working capital facilities of Rs. 100.000 Millions shall be secured by way of hypothecation of book debts and stocks
Short particulars of the property charged	Stocks various raw materials viz manufacturing material, raw material including excisable raw material, stocks in process, semi finished goods, finished goods. Book debts outstanding decrease money receivables, government subsidies, claims, bills contract and investments. Goods / assets represented by document drawn covered under letter of credit issued under the above said limit Stock in process and semi finished goods Finished goods Packing materials
Particulars of the present modification	The working capital facilities of Rs. 100.000 millions are additionally secured by way of first pari passu charge on immovable properties of the company situated at plot no. A 1, a 2/5, a 2/6 and a 2/17 at MIDC Murbad and Plot no. 327 - 332 at Kundiam industrial estate Kundiam, Goa by way of execution of deed for extension of equitable mortgage dt 07.01.2011.

CMT REPORT (Corruption, Money Laundering & Terrorism]

The Public Notice information has been collected from various sources including but not limited to: The Courts, India Prisons Service, Interpol, etc.

1] INFORMATION ON DESIGNATED PARTY

No exist designating subject or any of its beneficial owners, controlling shareholders or senior officers as terrorist or terrorist organization or whom notice had been received that all financial transactions involving their assets have been blocked or convicted, found guilty or against whom a judgement or order had been entered in a proceedings for violating money-laundering, anti-corruption or bribery or international economic or anti-terrorism sanction laws or whose assets were seized, blocked, frozen or ordered forfeited for violation of money laundering or international anti-terrorism laws.

2] Court Declaration :

No records exist to suggest that subject is or was the subject of any formal or informal allegations, prosecutions or other official proceeding for making any prohibited payments or other improper payments to government officials for engaging in prohibited transactions or with designated parties.

3] Asset Declaration :

No records exist to suggest that the property or assets of the subject are derived from criminal conduct or a prohibited transaction.

4] Record on Financial Crime :

Charges or conviction registered against subject: None

5] Records on Violation of Anti-Corruption Laws :

Charges or investigation registered against subject: None

6] Records on Int’l Anti-Money Laundering Laws/Standards :

Charges or investigation registered against subject: None

7] Criminal Records

No available information exist that suggest that subject or any of its principals have been formally charged or convicted by a competent governmental authority for any financial crime or under any formal investigation by a competent government authority for any violation of anti-corruption laws or international anti-money laundering laws or standard.

8] Affiliation with Government :

No record exists to suggest that any director or indirect owners, controlling shareholders, director, officer or employee of the company is a government official or a family member or close business associate of a Government official.

9] Compensation Package :

Our market survey revealed that the amount of compensation sought by the subject is fair and reasonable and comparable to compensation paid to others for similar services.

10] Press Report :

No press reports / filings exists on the subject.

CORPORATE GOVERNANCE

MIRA INFORM as part of its Due Diligence do provide comments on Corporate Governance to identify management and governance. These factors often have been predictive and in some cases have created vulnerabilities to credit deterioration.

Our Governance Assessment focuses principally on the interactions between a company’s management, its Board of Directors, Shareholders and other financial stakeholders.

CONTRAVENTION

Subject is not known to have contravened any existing local laws, regulations or policies that prohibit, restrict or otherwise affect the terms and conditions that could be included in the agreement with the subject.

FOREIGN EXCHANGE RATES

Currency	Unit	Indian Rupees
US Dollar	1	Rs.44.52
UK Pound	1	Rs.72.71
Euro	1	Rs.64.41

SCORE & RATING EXPLANATIONS

SCORE FACTORS	RANGE	POINTS
HISTORY	1~10	4
PAID-UP CAPITAL	1~10	5
OPERATING SCALE	1~10	5
FINANCIAL CONDITION
--BUSINESS SCALE	1~10	5
--PROFITABILIRY	1~10	4
--LIQUIDITY	1~10	5
--LEVERAGE	1~10	5
--RESERVES	1~10	6
--CREDIT LINES	1~10	5
--MARGINS	-5~5	-
DEMERIT POINTS
--BANK CHARGES	YES/NO	YES
--LITIGATION	YES/NO	NO
--OTHER ADVERSE INFORMATION	YES/NO	NO
MERIT POINTS
--SOLE DISTRIBUTORSHIP	YES/NO	NO
--EXPORT ACTIVITIES	YES/NO	YES
--AFFILIATION	YES/NO	NO
--LISTED	YES/NO	NO
--OTHER MERIT FACTORS	YES/NO	YES
TOTAL		44

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.

389.024

250.982

289.357

402.557

370.862

354.787

85.831

15.188

7.611

0.000

0.000

0.000

148.254

112.685

93.879

1025.666

749.717

311.086

218.010

138.185

48.368

61.366

27.545

21.805

663.181

463.561

381.259

362.485

286.156

364.375

(2.10)

(2.12)

(1.60)

(0.03)

0.75

1.96

Unit