MIRA INFORM REPORT

Report Date :

21.06.2011

IDENTIFICATION DETAILS

Name :	BAYER MATERIALSCIENCE PRIVATE LIMITED
Registered Office :	Bayer House, Central Avenue Hiranandani Gardens, powai, Mumbai – 400 076, Maharashtra
Country :	India
Financials (as on) :	31.03.2010
Date of Incorporation :	11.09.1995
Com. Reg. No.:	179724
Capital Investment / Paid-up Capital :	Rs.1002.677 millions
CIN No.: [Company Identification No.]	u19113mh1995ptc179724
Legal Form :	Private Limited Liability Company
Line of Business :	Manufacturer of Thermoplastic Polyurethanes and Chemicals
No. of Employees :	200 (In office)

RATING & COMMENTS

MIRA’s Rating :

Ba (45)

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

Maximum Credit Limit :	USD 4610984
Status :	Satisfactory
Payment Behaviour :	Usually Correct
Litigation :	Clear
Comments :	Subject is a subsidiary of Bayer AG, Germany. It is a well established and reputed company having satisfactory track. Trade relations are reported as fair. business is active. Payments are reported to be usually correct and as per commitments. In view of strong Holding Company the subject 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.

INFORMATION PARTED BY (GENERAL DETAILS)

Name :	Mr. Hasmukh Patel
Designation :	Accounts Manager
Date :	21.06.2011

LOCATIONS

Registered Office :	Bayer House, Central Avenue Hiranandani Gardens, powai, Mumbai – 400 076, Maharashtra
Tel. No.:	91-22-25711234
Fax No.:	91-22-25700147
E-Mail :	niranjan.ketkar@bayercropscience.com hasmukh.patel@bayer.com
Website :	www.bayer.com
Area :	2500Sq.ft.
Location :	Owned
Factory :	Located at: · Noida, Grater Noida · Ankleshwar, GIDC · Cuddalore, Chennai

DIRECTORS

AS ON 17.08.2010

Name :	Mr. Stephan Feirdhelm Gerlich
Designation :	Chairman Cum Managing Director
Address :	Vinrita, Flat No. 13 and 14, Plot No. 98 of TPS IV, Prof. Almedia Road, Bandra, Mumbai – 400 050
Date of Birth/Age :	11.09.1958
Date of Appointment :	24.07.2008
Name :	Mr. Kaikobad Behram Mistry
Designation :	Director
Address :	The Anchorage, 217/A, Staff Road, Secunderabad – 500 009, Andhra Pradesh
Date of Birth/Age :	16.12.1959
Date of Appointment :	01.07.2008
Name :	Mr. Darius Cavasji Shroff
Designation :	Director
Address :	Moonlight, Flat No. 8, Maharishi Karve Road, Mumbai – 400 020, Maharashtra
Date of Birth/Age :	08.08.1944
Date of Appointment :	07.12.2006
Name :	Mr. Subrahmanian Kugalur Ramasesha Venkata
Designation :	Director
Address :	8, Rushilla, 17C, Carmichael Road, Mumbai – 400 026, Maharashtra
Date of Birth/Age :	26.09.1933
Date of Appointment :	13.06.1996

KEY EXECUTIVES

Name :	Mr. Niranajn Arun Ketkar
Designation :	Secretary
Address :	A/101, Om Vaibhav Park, Tandon Road, Ram Nagar, Dombivli – 421 201, Maharashtra
Date of Birth/Age :	27.09.1975
Date of Appointment :	26.02.2007
Name :	Mr. Hasmukh Patel
Designation :	Account Manager

MAJOR SHAREHOLDERS / SHAREHOLDING PATTERN

AS ON 17.08.2010

Names of Shareholders	No. of Shares
Bayer AG, Germany	100267652
Bayer AG jointly with Shirin V Balsara, Germany	1
Bayer AG jointly with Pradnesh Kamat, Germany	1
Total	100267654

AS ON : 30.09.2010

Equity Share Breakup		Percentage of Holding
Category
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 of Thermoplastic Polyurethanes and Chemicals

Products :

Product	Item Code No. (ITC Code)
Desmodur 44 V 20 L	292910.90
Desmodur Vppu 926	292910.90
Bayfit 23 BT 001	390799.00

Exports :

Products :

Thermoplastic Polyurethanes

Countries :

· China

· Germany

Imports :

Products :

Raw Material

Countries :

· China

· Thailand

Terms :

Selling :

Cash, Credit (30 days / 60 days)

Purchasing :

Cash, Credit (30 days / 60 days)

GENERAL INFORMATION

Customers :

• End Users
• OEM’s

No. of Employees :

200 (In office)

Bankers :

HDFC Bank, Senapati Bapat Marg, Lower Parel, Mumbai, Maharashtra, India

Facilities :

Unsecured Loans	31.03.2010 (Rs. In Millions)	31.03.2009 (Rs. In Millions)
Inter Corporate Bodies	410.000	385.000
Loan from banks	0.000	365.000
Loan others	1096.000	112.000
Loan from Holding Company	780.000	0.000
Cash Credit from banks	27.225	277.997
Total	2313.225	1139.997

Notes:

Of the above, due within one year Rs. 437.225 millions (Previous Period Rs. 1027.997 millions)

Banking Relations :

---

Auditors :

Name :

Price Waterhouse

Chartered Accountants

Address :

252, Veer Savarkar Marg, Shivaji Park, Dadar, Mumbai – 400 028, Maharashtra

Holding Company :

Bayer AG

Subsidiaries :

· Bayer Pharmaceuticals Private Limited, India

· Bayer Cropscience Limited

· Bayer Bioscience Private Limited

CAPITAL STRUCTURE

As on: 31.03.2010

Authorised Capital :

No. of Shares	Type	Value	Amount
160000000	Equity Shares	Rs. 10/- each	Rs. 1600.000 millions

Issued, Subscribed & Paid-up Capital :

No. of Shares	Type	Value	Amount
100267654	Equity Shares	Rs. 10/- each	Rs.1002.677 millions

Note :

100,267,654 (Previous year 100,267,654) Equity shares are held by Byer AG, Germany, the holding company and its nominees.

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		1002.676	1002.676	1002.677
2] Share Application Money		0.000	0.000	0.000
3] Reserves & Surplus		150.070	136.298	297.202
4] (Accumulated Losses)		0.000	0.000	0.000
NETWORTH		1152.746	1138.974	1299.879
LOAN FUNDS
1] Secured Loans		0.000	0.000	0.000
2] Unsecured Loans		2313.225	1139.997	533.158
TOTAL BORROWING		2313.225	1139.997	533.158
DEFERRED TAX LIABILITIES		0.000	0.000	0.000
TOTAL		3465.971	2278.971	1833.037
APPLICATION OF FUNDS
FIXED ASSETS [Net Block]		595.687	601.687	599.529
Capital work-in-progress		1276.350	246.284	5.593
INVESTMENT		89.528	218.666	243.666
DEFERREX TAX ASSETS		0.000	0.000	5.075
CURRENT ASSETS, LOANS & ADVANCES
	Inventories	693.255	438.414	559.126
	Sundry Debtors	709.000	642.846	432.917
	Cash & Bank Balances	478.942	34.570	19.312
	Other Current Assets	0.000	0.000	0.000
	Loans & Advances	408.345	476.827	411.299
Total Current Assets		2289.542	1592.657	1422.654
Less : CURRENT LIABILITIES & PROVISIONS
	Current Liabilities	58.407	18.076	19.068
	Sundry Creditors	683.441	349.343	414.713
	Provisions	43.288	12.905	9.699
Total Current Liabilities		785.136	380.324	443.480
Net Current Assets		1504.406	1212.334	979.174
MISCELLANEOUS EXPENSES		0.000	0.000	0.000
TOTAL		3465.971	2278.971	1833.037

PROFIT & LOSS ACCOUNT

	PARTICULARS		31.03.2010	31.03.2009	31.03.2008
	SALES
		Income	2976.292	2047.164	2094.239
		Other Income
		TOTAL (A)	2976.292	2047.164	2094.239
Less	EXPENSES
		Cost of Materials
		Manufacturing Expenses
		Employees Remuneration
		Increase/(Decrease) in Finished Goods	2924.448	2209.542	2018.339
		Selling and Distribution Expenses
		Office Expenses
		Administrative Expenses
		Advertising Expenses
		TOTAL (B)	2924.448	2209.542	2018.339
Less	PROFIT BEFORE INTEREST, TAX, DEPRECIATION AND AMORTISATION (A-B) (C)		51.844	(162.378)	75.900
Less	FINANCIAL EXPENSES (D)		0.000	0.000	0.000
	PROFIT BEFORE TAX, DEPRECIATION AND AMORTISATION (C-D) (E)		51.844	(162.378)	75.900
Less/ Add	DEPRECIATION/ AMORTISATION (F)		0.000	0.000	0.000
	PROFIT BEFORE TAX (E-F) (G)		51.844	(162.378)	75.900
Less	TAX (H)		38.074	(1.477)	47.813
	PROFIT AFTER TAX (G-H) (I)		13.770	(160.901)	28.087
	EARNINGS IN FOREIGN CURRENCY
		Export Earnings		72.062	132.922
		Commission Earnings	2104.000	286.947	325.900
		Other Earnings		0.000	10.747
	TOTAL EARNINGS		2104.000	359.009	469.569
	IMPORTS
		Raw Materials	NA	545.912	422.363
		Stores & Spares	NA	2.087	3.609
		Capital Goods	NA	140.073	52.634
		Others	NA	495.252	995.081
	TOTAL IMPORTS		NA	1183.324	1473.687
	Earnings Per Share (Rs.)		0.14	1.60	0.28

Expected Sales (2010 - 2011) : Rs. 3500.000 millions (Expected)

KEY RATIOS

PARTICULARS		31.03.2010	31.03.2009	31.03.2008
PAT / Total Income	(%)	0.46	(7.86)	1.34
Net Profit Margin (PBT/Sales)	(%)	1.74	(7.93)	3.62
Return on Total Assets (PBT/Total Assets}	(%)	1.80	(7.40)	3.75
Return on Investment (ROI) (PBT/Networth)		0.04	(0.14)	0.06
Debt Equity Ratio (Total Liability/Networth)		2.69	1.33	0.75
Current Ratio (Current Asset/Current Liability)		2.92	4.19	3.21

LOCAL AGENCY FURTHER INFORMATION

SUNDRY CREDITORS

Particulars	31.03.2010	31.03.2009	31.03.2008
Due to Micro and Small Enterprises	0.001	0.000	0.000
Due to Others	683.145	349.048	414.405
Deposits from Agents and Dealers	0.295	0.295	0.295
Due to Subsidiary Company	0.000	0.000	0.013
Total	683.441	349.343	414.713

Operations:

During the year under review, the Company has earned a total income including other income of Rs. 2976.000 millions (previous year Rs. 2047.000 million) which includes Rs. 339.000 millions (previous year Rs. 359.000 millions) by way of exports. After meeting the operative expenses, the profit before tax works out to Rs. 52.000 millions (previous year loss before tax Rs. 162.000 millions).

TRADE REFERANCE :

Baxter Healthcare Limited

Atlas Weighing Equipments, New Delhi

Material Developments:

The Scheme of Amalgamation of subsidiary companies of the Company viz., Bayer Polychem (India) Limited with Bayer Pharmaceuticals Private Limited was approved by the Hong Kong’ble High Court of Bombay on 27^th November, 2009. Pursuant to the said sceme Bayer Polychem (India) limited was dissolved without winding up with effect from 1^st December, 2009 (effective date of amalgamation).

Bayer Pharmaceuticals Private Limited (BPPL) was 100% subsidiary of the Company. The Company vide its board resolution dated 5^th December, 2009 approved the sale of entire equity share capital of BPPL in favour of Bayer (South East Asia) Private Limited. Subsequently, BPPL vide its board resolution dated 21^st December, 2009 approved the transfer of the entire equity share capital held by the company to Bayer (South East Asia) Private Limited.

Hence, as on 31^st March, 2010 the Company does not have any subsidiary.

change of address:

the Registered Address of the company was 1-2, Community Centre, Aram Bagh, panchkuian Road, New Delhi – 110 055 change to present Registered Office w.e.f 15.02.2008.

TRADE REFERENCES:

· Moserbaer India Limited

· Siemens India

FIXED ASSETS :

• Goodwill
• Software
• Freehold Land
• Buildings
• Leasehold Improvements
• Plant and Machinery
• Office Equipments
• Computers
• Furniture and Fixtures
• Vehicles

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.44.99
UK Pound	1	Rs.72.59
Euro	1	Rs.64.01

SCORE & RATING EXPLANATIONS

SCORE FACTORS	RANGE	POINTS
HISTORY	1~10	5
PAID-UP CAPITAL	1~10	5
OPERATING SCALE	1~10	5
FINANCIAL CONDITION
--BUSINESS SCALE	1~10	5
--PROFITABILIRY	1~10	5
--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	NO
--AFFILIATION	YES/NO	NO
--LISTED	YES/NO	no
--OTHER MERIT FACTORS	YES/NO	yes
TOTAL		45

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.