MIRA INFORM REPORT

Report Date :

08.06.2011

Note:

The Registered office of the company has been shifted from A – 8, Laxmi Towers, Bandra - Kurla Complex, Mumbai – 400 051, Maharashtra, India, to the present address.

IDENTIFICATION DETAILS

Name :	DIVERSEY INDIA PRIVATE LIMITED
Formerly Known As :	JOHNSONDIVERSEY INDIA PRIVATE LIMITED JOHNSON WAX PROFESSIONAL PRIVATE LIMITED
Registered Office :	501, 5^th Floor, Ackruti Centre Point, MIDC Central Road, Andheri (East), Mumbai – 400093, Maharashtra
Country :	India
Financials (as on) :	31.03.2010
Date of Incorporation :	01.10.2001
Com. Reg. No.:	11-178568
Capital Investment / Paid-up Capital :	Rs.253.096 millions
CIN No.: [Company Identification No.]	U74999MH2001PTC178568
Legal Form :	Private Limited Liability Company
Line of Business :	Manufacturer, Exporter, Importer of Cleaning Material and Hygiene Products.
No. of Employees :	275 (Approximately)

RATING & COMMENTS

MIRA’s Rating :

B (29)

RATING		STATUS	PROPOSED CREDIT LINE
26-40	B	Capability to overcome financial difficulties seems comparatively below average.	Small

Maximum Credit Limit :	USD1686000
Status :	Moderate
Payment Behaviour :	Slow but correct
Litigation :	Clear
Comments :	Subject is an established company having moderate track. The financial position of the company appears to be improving. The management has been successful in wiping off its previous years losses. Trade relations are reported as fair. Business is active. Payments are reported to be slow but correct. The company can be considered for business dealings with slight caution.

NOTES:

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

INFORMATION PARTED BY

Name :	Mr. Surendra
Designation :	Finance Manager
Date :	07.06.2011

LOCATIONS

Registered/ Corporate Office :	501, 5^th Floor, Ackruti Centre Point, MIDC Central Road, Andheri (East), Mumbai – 400093, Maharashtra, India
Tel. No.:	91-22-66444222/ 22025986/ 66444200
Fax No.:	91-22-66444223/ 22015625
Email :	tc.pattabiraman@johnsondiversey.com adarsh@vtripathiandco.com vm.raval@johnsondiversey.com narendra.saho@diversey.com
Website :	http://www.diversey.com
Area :	800 sq. ft.
Location :	Rented
Delhi Office :	10/8 DI GRG Road, Samalkha, New Delhi 110 037
R and D Centers and Knowledge:	158, Danicorporate Centre, Dani Compd, Kalina, Vidyanagri Marg, Santacruz (East), Mumbai-400098, Maharashtra, India
Area:	3000sq.ft.
Location :	Rented
Factory 1 :	Survey No.56/2, Plot No.17, Silver Industrial Estate, Daman-396210, Daman and Diu, India
Factory 2 :	Village Rangwal App GPI Textile, Bharat Gacl Roadl, Tehsil Nalgad District Salan-174101, Himachal Pradesh, India

DIRECTORS

AS ON 29.09.2010

Name :	Mr. Vishal Sharma
Designation :	Managing Director
Address :	J – 7, Balkrishna Co-operative Housing Society, 142 J P Road, Seven Bunglows, Andheri (West), Mumbai – 400 053, Maharashtra, India
Date of Birth/ age :	19.05.1971
Date of Appointment :	29.11.2006
Name :	Mr. Andrew Jeffrey Warren
Designation :	Director
Address :	397, Woodvale Avenue, Deerfield, Illinois 60015, USA
Date of Birth/ age :	04.06.1964
Date of Appointment :	29.11.2006
Name :	Mr. Hemant Shivram Godbole
Designation :	Director
Address :	A-901, Serenity Complex, Off Link Road, Oshiwara, Andheri (West), Mumbai – 400 102, Maharashtra, India
Date of Birth/ age :	10.09.1955
Date of Appointment :	03.10.2007

KEY EXECUTIVES

Name :	Mr. Surendra
Designation :	Finance Manager
Name :	Mr. Vignashaker Mahesh Raval
Designation :	Secretary
Address :	D-402, Saraswati CS, Road No. 4, Dahisar (East)l, Mumbai-400068, Maharashtra, India
Date of Birth :	10.09.1974
Date of Appointment :	02.05.2007

MAJOR SHAREHOLDERS / SHAREHOLDING PATTERN

(AS ON 29.09.2010)

Names of Shareholders	No. of Shares
Diversey Inc., USA	25309599
Professional Share Holding Inc., USA	1
Total	25309600

Equity Share Breakup (Percentage of Total Equity)

(AS ON 29.09.2010)

Category	Percentage
Foreign holdings [Foreign institutional investors, Foreign Companies, Foreign Financial Institutions, Non-resident Indian or Overseas corporate bodies or others]	100.00
Total	100.00

BUSINESS DETAILS

Line of Business :

Manufacturer, Exporter, Importer of Cleaning Material and Hygiene Products.

Products :

Products Descriptions	Item Code No.
Divobrite SU 860L (1x 230 Kg)	3402.90.02
Clax super 100L (1x 25 Kg)	3402.90.03
SU 846 (1x200 Kg)	3402.90.02

The subject is manufacturing following products

· Industrial Vacuum Cleaner

· Ride on Sweeping Machines

· Manual Sweeping Machines

· Auto Scrubber Drier

· Single Disc Machines

· High Pressure Water Jet

· Floor Treatment Chemicals

· Chelating Agents

· Alkali

· Polyphosphates

· Non Ionic Surfactant

· Sequestrants

· Hydrotrope

· Fatty Amines

· Anionic Surfactant

Exports :

Products :

· Cleaning Material

· Hygiene Products

Countries :

· Asian Countries

· Gulf Countries

Imports :

Products :

Raw Materials

Countries :

· USA

· China

Terms :

Purchasing :

Depend

GENERAL INFORMATION

Customers :

Hotel

No. of Employees :

275 (Approximately)

Bankers :

· Citi Bank

Fort Branch, Mumbai, Maharashtra, India

Facilities :

Unsecured Loans	31.03.2010	31.03.2009
	Rs. In Millions
Loan from Diversey Europe B.V.	284.427	284.427
Total	284.427	284.427

The above loan is a rupee denominated loan and is repayable in the year December 2011.

Banking Relations :	--
Auditors :
Name :	S.R. Batliboi and Associates Chartered Accountants
Address :	Jalan Mill mCompound, 95, Ganpatrao Kadam Marg, Lower Parel, Mumbai – 400 013, Maharashtra, India
Tel. No.:	91-22-22876485/ 22876486
Fax No.:	91-22-22876401
Holding Company :	Diversey Inc., USA
Fellow Subsidiaries :	· Diversey UK Limited · Diversey Lever Hygiene (China) Limited · Diversey AG · Diversey Equipment · Diversey (Malaysia) Sdn Bhd · Diversey (Thailand) Limited · Diversey Hongkong Limited · Diversey Gulf FZE · Diversey Europe BV · Diversey Philippines · Diversey Singapore · Diversey Singapore Pte. Limited · Diversey Taiwan Company Limited · PT Diversey Indonesia · Diversey Australia Pty. Limited · Diversey New Zealand

CAPITAL STRUCTURE

AS ON 31.03.2010

Authorised Capital :

No. of Shares	Type	Value	Amount
31000000	Equity Shares	Rs.10/- each	Rs.310.000 millions

Issued, Subscribed & Paid-up Capital :

No. of Shares	Type	Value	Amount
25309600	Equity Shares	Rs.10/- each	Rs.253.096 millions

NOTE:

Of the above 25309599 Equity Shares are held by Diversey Inc. the holding Company and 1 Equity Share is held by Professional Shareholdings Inc.

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		253.096	253.096	253.096
2] Share Application Money		0.000	0.000	0.000
3] Reserves & Surplus		168.402	24.620	0.000
4] (Accumulated Losses)		0.000	0.000	(53.463)
NETWORTH		421.498	277.716	199.633
LOAN FUNDS
1] Secured Loans		0.000	0.000	0.000
2] Unsecured Loans		284.427	284.427	284.427
TOTAL BORROWING		284.427	284.427	284.427
DEFERRED TAX LIABILITIES		0.000	0.000	0.000
TOTAL		705.925	562.143	484.060
APPLICATION OF FUNDS
FIXED ASSETS [Net Block]		342.974	333.719	309.645
Capital work-in-progress		25.269	14.743	28.705
INVESTMENT		0.000	0.000	0.000
DEFERREX TAX ASSETS		30.942	18.958	22.871
CURRENT ASSETS, LOANS & ADVANCES
	Inventories	241.799	254.724	181.811
	Sundry Debtors	205.911	137.507	108.993
	Cash & Bank Balances	208.961	76.618	50.402
	Other Current Assets	0.000	0.000	0.000
	Loans & Advances	118.975	66.947	76.767
Total Current Assets		775.646	535.796	417.973
Less : CURRENT LIABILITIES & PROVISIONS
	Sundry Creditors	277.039	200.644	175.615
	Other Current Liabilities	172.931	117.377	108.153
	Provisions	18.936	23.052	11.366
Total Current Liabilities		468.906	341.073	295.134
Net Current Assets		306.740	194.723	122.839
MISCELLANEOUS EXPENSES		0.000	0.000	0.000
TOTAL		705.925	562.143	484.060

PROFIT & LOSS ACCOUNT

	PARTICULARS		31.03.2010	31.03.2009	31.03.2008
	SALES
		Income	1923.953	1562.206	1187.890
		Other Income	22.899	43.209	17.500
		TOTAL (A)	1946.852	1605.415	1205.390
Less	EXPENSES
		Material Costs	858.109	742.738	548.798
		Employees Costs	214.377	184.696	124.034
		Manufacturing and Other Operating Expenses	623.251	484.591	367.708
		TOTAL (B)	1695.737	1412.025	1040.540
Less	PROFIT BEFORE INTEREST, TAX, DEPRECIATION AND AMORTISATION (A-B) (C)		251.115	193.390	164.850
Less	FINANCIAL EXPENSES (D)		33.942	33.159	32.316
	PROFIT BEFORE TAX, DEPRECIATION AND AMORTISATION (C-D) (E)		217.173	160.231	132.534
Less/ Add	DEPRECIATION/ AMORTISATION (F)		52.875	43.754	39.301
	PROFIT BEFORE TAX (E-F) (G)		164.298	116.477	93.233
Less	TAX (H)		20.516	38.394	38.168
	PROFIT AFTER TAX (G-H) (I)		143.782	78.083	55.065
Add	PREVIOUS YEARS’ BALANCE BROUGHT FORWARD		24.620	(53.463)	(108.528)
	BALANCE CARRIED TO THE B/S		168.402	24.620	(53.463)
	EARNINGS IN FOREIGN CURRENCY
		Export Income	66.066	87.182	49.306
		Commission Income	0.000	10.084	3.805
		Recovery of Expenses	19.822	10.069	3.440
	TOTAL EARNINGS		85.888	107.335	56.551
	IMPORTS
		Raw Materials	54.041	11.882	31.805
		Finished Goods including stores and spares	265.336	183.568	134.701
	TOTAL IMPORTS		319.377	195.450	166.506
	Earnings Per Share (Rs.)		5.68	3.09	2.18

Particulars	31.03.2011
Sales Turnover (Approximately)	2340.000

The above information has been parted by Mr. Surendra.

KEY RATIOS

PARTICULARS		31.03.2010	31.03.2009	31.03.2008
PAT / Total Income	(%)	7.39	4.86	4.57
Net Profit Margin (PBT/Sales)	(%)	8.54	1.05	7.85
Return on Total Assets (PBT/Total Assets}	(%)	14.69	13.40	12.81
Return on Investment (ROI) (PBT/Networth)		0.39	0.42	0.47
Debt Equity Ratio (Total Liability/Networth)		1.79	2.25	2.90
Current Ratio (Current Asset/Current Liability)		1.65	1.57	1.42

LOCAL AGENCY FURTHER INFORMATION

DETAILS OF SUNDRY CREDITORS:

Particulars	31.03.2010 (Rs. in millions)	31.03.2009 (Rs. in millions)	31.03.2008 (Rs. in millions)
Sundry Creditors	277.039	200.644	175.615

BACKGROUND:

The company is subsidiary of Diversey Inc., USA. The company is engaged in the manufacture, marketing and trading of institutional and industrial cleaning hygiene products. The company has a manufacturing facility at Nalagarh, Himachal Pradesh.

CHANGE IN THE NAME OF THE COMPANY:

During the year, the name of the company was changed from “Johnsondiversey India Private Limited” to “Diversey India Private Limited” with effect from 5^th March, 2010, as per New Certificate of Incorporation consequent to change of name received from Ministry of Corporate Affairs, Mumbai, Maharashtra.

FINANCIAL RESULTS:

The company has earned a net profit of Rs.143.777 millions after tax and Rs.52.875 provided for depreciation. The Company is expecting to further increase its revenue during the current year. There were no transfers to Reserves and Surplus account during the year.

TRADE REFERENCES:

· Coca Cola India Private Limited

· Pepsico India Private Limited

CONTINGENT LIABILITIES:

Particulars	31.03.2010 (Rs. in millions)
Corporate Guarantee given to Bank	3.124
Disputed liability in respect of income tax demand matters under appeal	100.250
Disputed liability in respect of Sales tax demand matters under appeal	172.256
Bank Guarantees	1.544
Total	277.174

FIXED ASSETS:

· Goodwill

· Commercial Benefits

· Software

· Freehold Land

· Factory Building

· Lease Hold Improvements

· Plant and Machinery

· Furniture ad Fixture

· Office Equipment

· Computers

· Dispensers and Pumps

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.44.74
UK Pound	1	Rs.73.25
Euro	1	Rs.65.48

SCORE & RATING EXPLANATIONS

SCORE FACTORS	RANGE	POINTS
HISTORY	1~10	5
PAID-UP CAPITAL	1~10	3
OPERATING SCALE	1~10	3
FINANCIAL CONDITION
--BUSINESS SCALE	1~10	3
--PROFITABILIRY	1~10	3
--LIQUIDITY	1~10	3
--LEVERAGE	1~10	3
--RESERVES	1~10	3
--CREDIT LINES	1~10	3
--MARGINS	-5~5	--
DEMERIT POINTS
--BANK CHARGES	YES/NO	YES
--LITIGATION	YES/NO	NO
--OTHER ADVERSE INFORMATION	YES/NO	NO
MERIT POINTS
--SOLE DISTRIBUTORSHIP	YES/NO	NO
--EXPORT ACTIVITIES	YES/NO	YES
--AFFILIATION	YES/NO	YES
--LISTED	YES/NO	NO
--OTHER MERIT FACTORS	YES/NO	YES
TOTAL		29

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.