MIRA INFORM REPORT

Report Date :

29.08.2011

IDENTIFICATION DETAILS

Name :	KOTHARI PHYTOCHEMICALS AND INDUSTRIES LIMITED CLARO INDIA LIMITED DIVISION OF KOTHARI PHYTOCHEMICALS AND INDUSTRIES LIMITED
Registered Office :	8, Netaji Subhash Road, C-4, Gillanders House, Kolkata-700001, West Bengal
Country :	India
Financials (as on) :	31.03.2010
Date of Incorporation :	10.03.1897
Com. Reg. No.:	21-001365
Capital Investment / Paid-up Capital :	Rs. 38.372 Millions
CIN No.: [Company Identification No.]	L15491WB1897PLC001365
TAN No.: [Tax Deduction & Collection Account No.]	CALK00175A
PAN No.: [Permanent Account No.]	AABCK1245N
Legal Form :	A Closely Held Public Limited Liability Company.
Line of Business :	Manufacturer and exporter of Healthy Phytochemicals.

RATING & COMMENTS

MIRA’s Rating :

Ba (47)

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

Maximum Credit Limit :	USD 1140000
Status :	Satisfactory
Payment Behaviour :	Usually Correct
Litigation :	Clear
Comments :	Subject is an established company having satisfactory track. 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 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	A1	A1

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

LOCATIONS

Registered Office :	8, Netaji Subhash Road, C-4, Gillanders House, Kolkata-700001, West Bengal, India
Tel. No.:	Not Available
Fax No.:	91-33-22426195
E-Mail :	hokothari@yaho.com
Website :	http://www.kothariphytochemicals.com

DIRECTORS

AS ON 21.09.2010

Name :	Mr. Arun Kumar Kothari
Designation :	Chairman
Address :	Kothari Niwas, 6B, Penn Road, Alipore, Kolkata-700027, West Bengal, India
Date of Birth/Age :	10.07.1953
Date of Appointment :	15.11.1990
Election ID No.:	WB/23/148/234468
Pan No.:	AFLPK3831P
DIN No :	00051900
Name :	Ms. Prabhawatti Devi Kothari
Designation :	Director
Address :	Kothari Niwas, 6B, Penn Road, Alipore, Kolkata-700027, West Bengal, India
Date of Birth/Age :	10.09.1957
Date of Appointment :	14.04.1998
Election ID No.:	WB/23/148/234469
Pan No.:	AFLPK3786R
DIN No :	00051860
Name :	Mr. Surendra Bagri
Designation :	Director
Address :	16 B, Judges Court Road, Kolkata-700027, West Bengal, India
Date of Birth/Age :	15.12.1965
Date of Appointment :	21.05.1993
Pan No.:	ADUPB3862E
DIN No :	00659888
Name :	Mr. Ajit Khandelwal
Designation :	Director
Address :	4 B, Ashok Towers, 11 A, Palm Avenue, Kolkata-700019, West Bengal, India
Date of Birth/Age :	10.11.1957
Date of Appointment :	24.05.1996
Pan No.:	AKSPK7801K
DIN No :	00416445
Name :	Mr. Ankit Agareal
Designation :	Director
Address :	9, Rawdon Street, 1^st Floor, Kolkata-700017, West Bengal, India
Date of Birth/Age :	13.12.1967
Date of Appointment :	12.08.2006
Pan No.:	ACTP7772L
DIN No :	00054252
Name :	Mr. Keshari Chand Mohta
Designation :	Director
Address :	59, Pathuria Ghat Street, Kolkata-700006, West Bengal, India
Date of Birth/Age :	04.02.1932
Date of Appointment :	28.07.1999
Pan No.:	AFHPM0855M
DIN No :	00051816

KEY EXECUTIVES

Name :	Mr. Madan Lal Daga
Designation :	Secretary
Address :	28/1, N. G. Mookharjee Lane, Shibpur, Howrah-711102, West Bengal, India
Date of Birth/Age :	27.01.1957
Date of Appointment :	16.06.2007
Pan No.:	ACQPPD5135M

MAJOR SHAREHOLDERS / SHAREHOLDING PATTERN

AS ON 21.09.2010

Names of Shareholders	No. of Shares
Arun Kumar Kothari	19040
Keshari Chand Mohta	100
Madan Lal Daga	25
Aniket Agarwal	19040

AS ON 21.09.2010

Category	Percentage
Bodies corporate	93.24
Directors or relatives of Directors	1.78
Other top fifty shareholders	4.75
Others	0.23
Total	100.00

BUSINESS DETAILS

Line of Business :

Manufacturer and exporter of Healthy Phytochemicals.

Products :

Item Code No.	Product Description
300390	Calcium Sennoside
Brucine / Strychnine	291211
Formaldehyde	---

PRODUCTION STATUS (AS ON 31.03.2010)

Particulars	Unit	Licensed Capacity	Installed Capacity	Actual Production
Calcium Sennocide	Kgs.	Not		665
Burcine Sulphate		Applicable		4607
Strychnine Sulphate				5962
Propranolol Hydrochloride			200000	--
Tolbutamide				16800
PTS Urea				--
Chlotopropamide				4000
Formaldehyde	Kgs.	30,000,000	10,000,000	3,305,343*
Hexamine	Kgs.	1,500,000	1,500,000	206,650

Note : * Including Captive Consumption 8,74,338 Kgs. (2008-2009-9,35,373 Kgs.)

GENERAL INFORMATION

Bankers :

· Vijaya Bank, T. S. P. Towers, 326, West Masi Street, Maduari-625001, Tamil Nadu, India

· United Bank of India, Calcutta Main Branch, 4 N. C. Datta Sarani, Kolkata-700001, West Bengal, India

· Indian Overseas Bank

Facilities :

Secured Loan	Rs. In Millions 31.03.2010	Rs. In Millions 31.03.2009
PHYTOCHEMICALS DIVISION
VIJAYA BANK
i) Cash Credit Secured by hypothecation of Raw Materials, Work in Progress, Finished Goods and Stores and Spares and further secured by deposit of title deeds of 23.24 acres Land situated at Nagari and Personal guarantee of two Directors	2.232	1.576
ii) Packing Credit Secured by hypothecation of Raw Materials, Work in Progress, Finished Goods and Stores and Spares and further secured by deposit of title deeds of 23.24 acres Land situated at Nagari and Personal guarantee of two Directors	13.970	28.304
SOUTHERN SYNTHETICS DIVISION
INDIAN OVERSEAS BANK
Cash Credit Secured by Equitable mortgage of the leasehold right of Factory Land and Buildings, Hypothecation of Plant and Machinery, Raw Materials, Work in Progress, Finished Goods and other Current Assets of the Division	0.000	3.098
Total	16.202	32.978
Unsecured Loan	Rs. In Millions 31.03.2010	Rs. In Millions 31.03.2009
Current Account with Indian Bank
- Over issue of Cheques	0.061	0.000
From Bodies Corporate	11.500	0.000
Total	11.561	0.000

Banking Relations :	---
Auditors :
Name :	Dutta Ghosh and Associates Chartered Accountant
Address :	4, Ripon street, 2^nd Floor, Kolkata-700001, West Bengal, India
Enterprises Having Substantial Interest ion the company :	Commercial House Private Limited
Enterprises in Which the Company is having Substantial Interest – Associate :	· Gillanders Arbuthnot and Company Limited · Claro India Limited
Enterprises Over Which Key Management Personnel and Relatives of Such Personnel are Able to Excise significantly influence :	· G. Das and Company Private Limited · Albert David Limited

CAPITAL STRUCTURE

AS ON 31.03.2010

Authorised Capital :

No. of Shares	Type	Value	Amount
50000	Preference Shares	Rs.100/- each	Rs. 5.000 Millions
9500000	Ordinary Shares	Rs. 10/- each	Rs. 95.000 Millions
	Total		Rs. 100.000 Millions

Issued, Subscribed & Paid-up Capital :

No. of Shares	Type	Value	Amount
3837175	Ordinary Shares	Rs.10/- each	Rs. 38.372 Millions
	Of the above:
60	Ordinary Shares	Rs.10/- each	Rs. 0.001 Million
23940	Ordinary Shares	Rs.10/- each	Rs. 0.239 Million
3654000	Ordinary Shares	Rs.10/- each	Rs. 36.540 Millions
159175	Ordinary Shares	Rs.10/- each	Rs. 1.592 Millions
	Total		Rs. 38.372 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		38.372	38.372	38.372
2] Share Application Money		0.000	0.000	0.000
3] Reserves & Surplus		246.006	231.528	224.181
4] (Accumulated Losses)		0.000	0.000	0.000
NETWORTH		284.378	269.900	262.553
LOAN FUNDS
1] Secured Loans		16.202	32.979	21.504
2] Unsecured Loans		11.561	0.000	0.000
TOTAL BORROWING		27.763	32.979	21.504
DEFERRED TAX LIABILITIES		2.844	2.088	0.575
TOTAL		314.985	304.967	284.632
APPLICATION OF FUNDS
FIXED ASSETS [Net Block]		68.507	63.512	45.469
Capital work-in-progress		2.665	3.679	1.405
INVESTMENT		109.061	84.826	81.683
DEFERREX TAX ASSETS		0.000	0.000	0.000
CURRENT ASSETS, LOANS & ADVANCES
	Inventories	44.994	78.791	43.187
	Sundry Debtors	23.322	7.350	38.545
	Cash & Bank Balances	3.500	2.682	18.689
	Other Current Assets	2.841	3.319	2.878
	Loans & Advances	77.088	80.438	76.503
Total Current Assets		151.745	172.580	179.802
Less : CURRENT LIABILITIES & PROVISIONS
	Sundry Creditors	6.341	9.901	13.593
	Other Current Liabilities	0.195	0.047	0.034
	Provisions	10.457	9.682	10.100
Total Current Liabilities		16.993	19.630	23.727
Net Current Assets		134.752	152.950	156.075
MISCELLANEOUS EXPENSES		0.000	0.000	0.000
TOTAL		314.985	304.967	284.632

PROFIT & LOSS ACCOUNT

	PARTICULARS		31.03.2010	31.03.2009	31.03.2008
	SALES
		Income	153.526	102.140	166.440
		Other Income	26.985	24.014	55.971
		TOTAL (A)	180.511	126.154	222.411
Less	EXPENSES
		Cost of Material	34.551	(34.656)	13.273
		Manufacturing and Other Expenses	114.337	139.154	143.639
		TOTAL (B)	148.888	104.498	156.912
Less	PROFIT BEFORE INTEREST, TAX, DEPRECIATION AND AMORTISATION (A-B) (C)		31.623	21.656	65.499
Less	FINANCIAL EXPENSES (D)		0.869	0.961	1.915
	PROFIT BEFORE TAX, DEPRECIATION AND AMORTISATION (C-D) (E)		30.754	20.695	63.584
Less/ Add	DEPRECIATION/ AMORTISATION (F)		5.954	4.791	5.214
	PROFIT BEFORE TAX (E-F) (G)		24.800	15.904	58.370
Less	TAX (I)		(1.373)	(1.823)	6.374
	PROFIT AFTER TAX (G-I) (J)		23.427	14.081	51.996
Add	PREVIOUS YEARS’ BALANCE BROUGHT FORWARD		7.508	10.161	9.898
Less	APPROPRIATIONS
		Transfer to General Reserve	17.500	10.000	45.000
		Dividend	7.674	5.756	5.756
		Tax on Dividend	1.275	0.978	0.978
	BALANCE CARRIED TO THE B/S		4.486	7.508	10.161
	EARNINGS IN FOREIGN CURRENCY
		Export Earnings	119.560	24.752	100.601
		Commission Earnings	0.000	0.046	0.000
	TOTAL EARNINGS		119.560	24.798	100.601
	IMPORTS
		Raw Materials	20.486	41.687	53.530
	TOTAL IMPORTS		20.486	41.687	5.530
	Earnings Per Share (Rs.)		6.11	3.67	13.55

KEY RATIOS

PARTICULARS		31.03.2010	31.03.2009	31.03.2008
PAT / Total Income	(%)	12.97	11.16	23.37
Net Profit Margin (PBT/Sales)	(%)	16.15	15.57	35.06
Return on Total Assets (PBT/Total Assets}	(%)	11.25	6.73	25.91
Return on Investment (ROI) (PBT/Networth)		0.08	0.05	0.22
Debt Equity Ratio (Total Liability/Networth)		0.15	0.19	0.17
Current Ratio (Current Asset/Current Liability)		8.92	8.79	7.57

LOCAL AGENCY FURTHER INFORMATION

Note : Registered Office of the company has been shifted from Ruby House, 9^th Floor, India Exchange Place, Kolkata, West Bengal, India to the present address w.e.f. 01.04.2007.

MANAGEMENT'S DISCUSSION AND ANALYSIS

INDUSTRY STRUCTURE AND DEVELOPMENTS

The performance of the Company is reasonably satisfactory. The total turnover of the Company is Rs.155.900 millions comparing with last year's turnover of Rs.112.500 millions. The net profit for the year is Rs.23.400 millions against last year's profit of Rs. 14.000 millions, resulting in an increase of 66.36%. Considering the constraint the Company faced due to power-cut in Tamil Nadu and increase in input cost, the working of the Company is reasonable.

SEGMENTWISE PERFORMANCE

a) PHYTOCHEMICALS DIVISION

The export of products of the Company has improved with the little strengthening of U. S. A. and European economy. The turnover of this division has increased from Rs.26.500 millions of last year to Rs.120.600 millions during the year. Calcium Sennoside, Brucine and Strychnine have been well received in the world market and the Company has been awarded with export order of Rs.110.000 millions for the current year. Efforts are being made to procure more orders. If price of crude oil and appreciation in rupee remain in check, the Directors can hope for better results in the current year.

b) SOUTHERN SYNTHETICS DIVISION

The working of this division was immensely suffered due to labour unrest, which ultimately forced the Management to close down the factory. Protracted negotiations were held and an agreement was made on 17^th February 2010. On the basis of the said agreement unruly workers were paid of their legal dues in final settlement. However, the directors are now able to restart the work from 29" April 2010 and are hopeful to continue the production of Formaldehyde and Hexamine during the current year.

OUTLOOK

Modernization of the Plant and Machinery and improvement in the Research and Development Laboratory will improve the quality of all the products which will result in improvement of our pricing and foreign exchange realization.

FORM 8

Corporate identity number of the company	L15491WB1897PLC001365
Name of the company	KOTHARI PHYTOCHEMICALS AND INDUSTRIES LTD
Address of the registered office or of the principal place of business in India of the company	8, Netaji Subhash Road, C-4 Gillanders House, Kolkata – 700001, West Bengal, India
This form is for	Modification of charge
Type of charge	Immovable property Book debts Movable property (not being pledge)
Particular of charge holder	Vijaya Bank, T.S.P.Towers, 326 West Masi Street, Madurai – 625001, Tamil Nadu, India
Nature of instrument creating charge	Memorandum of deposit of title deeds for extension of equitable mortgage already created.
Date of instrument Creating the charge	22/02/2010
Amount secured by the charge	Rs. 36.500 millions
Brief of the principal terms an conditions and extent and operation of the charge	Rate of interest PCL/CCH(Sub Limit)/FUDBP/FD/ILC/FLC/BG - There is no change in the existing sanction as to pricing Terms of repayment PCL/CCH(Sub Limit)/FUDBP/FD/ILC/FLC/BG - There is no change in the existing sanction stipulations Margin 1. Stock - 25% Book Debts - 50% 2. FUDBP/FD - NIL 2. ILC/FLC & BG - 20% (Cash Margin) Extent and operation of the charge The charge shall operate as Exclusive First Charge in favour of the Bank for the Overall Limit of Rs.36.500 millions together with interest, cost, charges and other expenses that may accrue and or/be debited to the Company's accounts from time to time. Other 1. Cover Period for Book Debts - 90 days 2. Export Bills Drawn on DP/DA - 90 days 3. ILC/FLC- DA/DP - 180 Days
Short particulars of the property charged (Including location of the property)	Hypothecation of Stocks, Book Debts, Machineries and other movable fixed assets and EM on company's Immovable Properties.
Particulars of the present modification	Overall Limit remains unchanged at Rs.36.500 millions. Creation of EM, as EXCLUSIVE FIRST CHARGE on Co's specified immovable properties in Madurai Regn. Dist., Sholvandan Sub Regn. Dist., Nilakottai Tk., Nagari Village, described in attached Memorandum as security for the Overall Limit of Rs.36.500 millions, together with interest and all other monies due from the Company to the Bank. All other terms and conditions, including other existing securities, remain unaltered .

FIXED ASSETS :

· Freehold Land

· Machinery and Electrical Infrastructure

· Tubewell and Water Works

· Office Equipments

· Furniture and Fittings

· Laboratory Equipments

· Building

WEBSITE DETAILS :

Subject was established in the year 1974, as a manufacturer and exporter of Healthy Phytochemicals. Mr. Ganeshan, the CEO of the organization is the key figure behind the success of the company. Due to his industrious efforts, we have achieved expertise in the manufacturing of Industrial Formaldehyde Solution and Hexamine. Today, we are counted among the major Formaldehyde Exporters based in India.

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. 46.05
UK Pound	1	Rs. 75.19
Euro	1	Rs. 66.47

SCORE & RATING EXPLANATIONS

SCORE FACTORS	RANGE	POINTS
HISTORY	1~10	6
PAID-UP CAPITAL	1~10	5
OPERATING SCALE	1~10	5
FINANCIAL CONDITION
--BUSINESS SCALE	1~10	5
--PROFITABILIRY	1~10	6
--LIQUIDITY	1~10	5
--LEVERAGE	1~10	5
--RESERVES	1~10	5
--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	YES
--OTHER MERIT FACTORS	YES/NO	YES
TOTAL		47

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.