MIRA INFORM REPORT

Report Date :

09.05.2011

IDENTIFICATION DETAILS

Name :	SARAF CHEMICALS LIMITED SAREX OVERSEAS (DIVISION OF SARAF CHEMICALS LIMITED)
Registered Office :	501/ 502, Waterford Building, ‘C’ Wing, C.D. Barfiwala Marg (Juhu Lane), Andheri (West), Mumbai – 400 058, Maharashtra
Country :	India
Financials (as on) :	31.03.2010
Date of Incorporation :	20.07.1984
Com. Reg. No.:	11-33486
Capital Investment / Paid-up Capital :	Rs.60.000 Millions
CIN No.: [Company Identification No.]	U24100MH1984PLC033486
TAN No.: [Tax Deduction & Collection Account No.]	MUMS35311D/ MUMS35312E
PAN No.: [Permanent Account No.]	AABCS8425M
Legal Form :	A closely held public limited liability company.
Line of Business :	Manufacturer of Dyestuff, Textile, Fine and Pharma Chemicals.
No. of Employees :	250 (Approximately)

RATING & COMMENTS

MIRA’s Rating :

Ba (54)

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

Maximum Credit Limit :	USD 530000
Status :	Good
Payment Behaviour :	Regular
Litigation :	Clear
Comments :	Subject is a leading player in dyes and chemicals. The company is controlled, financed and managed by Saraf family who are respectable, experienced and resourceful businessmen. Their trade relations are reported as fair. Financial position is satisfactory. Payments are 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.

INFORMATION DECLINED BY

Name :	Mr. E. G. Iyer
Designation :	General Manager (Finance)
Date :	06.05.2011

LOCATIONS

Registered Office/ Corporate Office :	501/ 502, Waterford Building, ‘C’ Wing, C.D. Barfiwala Marg (Juhu Lane), Andheri (West), Mumbai – 400 058, Maharashtra, India
Tel. No.:	91-22-42184218
Fax No.:	91-22-42184350
E-Mail :	sarex@vsnl.com sales@saraf.global.net.in fchem@sarex.com
Website :	http://www.saraf.co.in http://www.sarex.com http://www.sarafdyechem.com
Area :	5000 Sq. ft.
Location :	Owned
Factory :	Plot No. N129, N130, N131, N132, N232, MIDC, Tarapur – 401 506, Maharashtra, India

DIRECTORS

Name :	Mr. Mahavir Prasad G. Saraf
Designation :	Chairman cum Managing Director
Address:	“Kiran” Plot No. 12, N S Road – 8, J V P D Scheme, Mumbai – 400049, Maharashtra, India
Date of Birth/Age :	26.09.1933
Qualification :	S.S.C.
Date of Appointment :	20.07.1984
Name :	Mr. Ashok M. Saraf
Designation :	Managing Director
Address:	“Kiran” Plot No. 12, N S Road – 8, J V P D Scheme, Mumbai – 400049, Maharashtra, India
Date of Birth/Age :	18.03.1956
Qualification :	B.Com., DFM, DBM (IMC)
Date of Appointment :	20.07.1984
Name :	Dr. Naresh M. Saraf
Designation :	Managing Director
Address:	“Kiran” Plot No. 12, N S Road – 8, J V P D Scheme, Mumbai – 400049, Maharashtra, India
Date of Birth/Age :	11.06.1957
Qualification :	Ph.D.
Date of Appointment :	31.12.1984
Name :	Mr. Prakash M. Saraf
Designation :	Managing Director
Address:	“Kiran” Plot No. 12, N S Road – 8, J V P D Scheme, Mumbai - 400049
Date of Birth/Age :	17.09.1962
Qualification :	B.Sc.
Date of Appointment :	31.12.1984
Name :	Mr. Naresh S. Salgiya
Designation :	Director
Address:	Building No.16, Flat No.201, Saibaba Nagar, Boisar – 401501, Maharashtra, India
Date of Birth/Age :	09.12.1957
Date of Appointment :	15.09.2008
Name :	Mr. Ramesh N. Kudva
Designation :	Director
Address:	102, Kamta Prasad, Rambug Lane No.4, Chikanghar, Kalyan (West), Kalyan – 421301, Maharashtra, India
Date of Birth/Age :	21.09.1946
Date of Appointment :	15.09.2008

KEY EXECUTIVES

Name :	Mr. Deepak V. Alat
Designation :	Vice President (Business Development)
Name :	Mr. Samuel S. Jadhav
Designation :	General Manager (Sales)
Name :	Dr. Arvind K. Manian
Designation :	Group Leader (R & D)
Name :	Mr. Easwar G. Iyer
Designation :	General Manager (Finance)
Name :	Mr. Ashwin P. Shah
Designation :	Manager (Quality Control)
Name :	Mrs. K. P. Mistry
Designation :	Administrative Officer

MAJOR SHAREHOLDERS / SHAREHOLDING PATTERN

As on 30.09.2010

Names of Shareholders	No. of Shares
Mahavirprasad G Saraf	900000
Ashok M Saraf	280000
Ashok M Saraf (HUF)	1110000
N A Trust, India	125000
Naresh M Saraf Jointly with Renu N Saraf	280000
Naresh M Saraf HUF in the name of Karta nms	838500
Priyanka Trust in the name of trustee NMS	90000
Shilpa P Saraf Jointly with PMS	124000
Niharika Trust in the name of trustee NMS	188500
Prakash M Saraf Jointly with Shilpa	280000
Prakash M Saraf HUF in the name of Karta pms	686000
Neera a Saraf Jointly with Ashok M Saraf	185000
Renu N Saraf jointly with Naresh M Saraf	303000
Yash Trust In the name trustee PMS, India	334000
Aashna Trust in the name of trustee PMS, India	276000
Total	6000000

As on 30.09.2010

Equity Share Breakup	Percentage of Holding
Category
Directors or relatives of directors	100.00
Total	100.00

BUSINESS DETAILS

Line of Business :

Manufacturer of Dyestuff, Textile, Fine and Pharma Chemicals.

Products :

Item Code No. (ITC Code)	3204
Product Description	Synthetic Organic Coloring Matter, Finishing Agents
Item Code No. (ITC Code)	3809
Product Description	Dyes

Exports :

Products :

Organic Chemicals

Countries :

• US
• Sri Lanka
• Indonesia
• Japan
• Thailand
• UK
• Nigeria

Imports :

Products :

Raw Material

Countries :

UK

Terms :

Selling :

L/C, Cash and Credit (30 / 60 / 90 Days)

Purchasing :

L/C, Cash and Credit (30 / 60 / 90 Days)

PRODUCTION STATUS (As on 31.03.2008)

Particulars	Unit	Installed Capacity	Actual Production
Chemicals (Processed)	Kgs.	36,00,000	21,02,917
Dyes	Kgs.	12,00,000	5,50,900

GENERAL INFORMATION

Customers :

· Arvind Mills Limited

· Aldrich

· Ashima Limited

· Bhilwara Spinners Limited

· Biocon India Limited

· Bombay Dyeing and Manufacturing Company Limited

· Camlin Limited

· Century Textiles and Industries Limited

· Coats Viyella India Limited

· Grasim Group of Industries

· J.C.T. Mills Limited

· L. N. J. Group of Mills

· Mafatlal Group

· Morarjee Mills

· Oswal

· Premier Mills

· Raymond Limited

· Reid and Taylor

· Reliance Industries Limited

· RPG Life Sciences Limited

· Siyaram Group

· Syngene International Private Limited

· Vera Laboratories Limited

· Welspun Terry Towels

No. of Employees :

250 (Approximately)

Bankers :

• Indian Overseas Bank, Mumbai Worli Branch, Kakad Chamber 132, A B Road, Worli Mumbai – 400018, Maharashtra, India
• Central Bank of India, Mumbai
• Union Bank of India, Mumbai
• ICICI Bank Limited, Landmark Race Course Circle, Alkapuri, Baroda – 390015, Gujarat, India
• Standard Chartered Bank
• Bank of Baroda, 135, C.D.C. Building, Dr. A.B. Road, Worli, Mumbai – 400 018, Maharashtra, India

Facilities :

Secured Loans :	As on 31.03.2010 Rs. in Millions	As on 31.03.2009 Rs. in Millions
500000 12% secured non convertible debentures of Rs.10/- each	50.000	0.000
Term Loans From Indian overseas Bank (Amount repayable with in one year Rs.65.400 Millions)	209.145	294.270
From Bank of Baroda (Amount repayable within on year Rs.32.000 millions	138.793	116.362
Cash Credit, Bills Discounting and packing credit accounts with Banks	152.775	72.365
Vehicle Loans	1.572	2.498
Total	552.285	485.495

Note:

Term loans from LOB are secured by:

a) A first charge by way of equitable mortgage by deposit of title deeds of the company’s immovable properties, both present and future consisting of land, building and plant and machinery attached to the earth or permanently fastened thereto situated

b) A pari passu charge by way of hypothecation of all company’s plant and Machinery Spares, Tolls and Accessories both present and future and a floating charge on all the other assets of the company subject to prior charges created in favour of the company’s bankers on stocks and Book Debts to secure working Capital requirement. The loans are also secured by personal guarantees of some of the directors of the company.

2. term loans from BOB are secured by equitable mortgage of office premises located at 501 and 502, C Wing Waterford, Andheri (West), Mumbai, Maharashtra, India

3. Term loans, cash credit bills discounted and packing credit facilities from IOB, BOB and IDBI Bank are secured by way of first charge by hypothecation of stocks of raw material work in process finished goods book debts and further secured by second charge by way of mortgaged and hypothecation of Land Building and Plant and Machineries situated at Plot No. N-131 and Plot No. N.132 MIDC, Tarapur and further secured by personal guarantees of some of the directors of the company

4. Vehicle loans are by way of first and exclusive charge on the vehicle purchase of under car loan- cum Hypothecation agreements. Amount with in one year Rs.0.669 million.

Unsecured Loans :	As on 31.03.2010 Rs. in Millions	As on 31.03.2009 Rs. in Millions
Inter Company Deposits	5.000	0.000
Deffred Sales Tax Facility	42.668	42.668
Total	47.668	42.668

Banking Relations :	--
Auditors :
Name :	Deloitte Haskins and Sells Chartered Accountants
Address :	12, Dr, Annie Besant Road, Opposite Shiv Sagar Estate, Worli, Mumbai – 400 018, Maharashtra, India
Tel. No.:	91-22-56679000
Fax No.:	91-22-56679100
Associates/Subsidiaries :	Quexst Solutions Private Limited (CIN No.: U72200PN2004PTC019775)

CAPITAL STRUCTURE

As on 30.09.2010

Authorised Capital :

No. of Shares	Type	Value	Amount
10000000	Equity Shares	Rs.10/- Each	Rs.100.000 Millions

Issued, Subscribed & Paid-up Capital :

No. of Shares	Type	Value	Amount
6000000	Equity Shares	Rs.10/- Each	Rs.60.000 Millions

Note:

Of the above shares 2970000 shares were allotted as fully paid up by way of bonus shares by capitalization from the general reserve and Revaluation reserve.

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		60.000	60.000	50.000
2] Share Application Money		0.000	0.000	0.000
3] Reserves & Surplus		72.976	74.482	71.036
4] (Accumulated Losses)		0.000	0.000	0.000
NETWORTH		132.976	134.482	121.036
LOAN FUNDS
1] Secured Loans		552.285	485.495	206.428
2] Unsecured Loans		47.668	42.668	42.849
TOTAL BORROWING		599.953	528.163	249.277
DEFERRED TAX LIABILITIES		49.941	42.657	33.082
TOTAL		782.870	705.302	403.395
APPLICATION OF FUNDS
FIXED ASSETS [Net Block]		697.183	449.876	299.374
Capital work-in-progress		6.506	171.392	19.657
INVESTMENT		7.347	7.347	6.986
DEFERREX TAX ASSETS		0.000	0.000	0.000
CURRENT ASSETS, LOANS & ADVANCES
	Inventories	73.697	60.598	72.874
	Sundry Debtors	290.058	192.993	146.103
	Cash & Bank Balances	4.945	4.816	12.107
	Other Current Assets	0.000	0.000	0.000
	Loans & Advances	60.746	61.230	37.934
Total Current Assets		429.446	319.637	269.018
Less : CURRENT LIABILITIES & PROVISIONS
	Sundry Creditors	333.979	171.623
	Other Current Liabilities	17.576	65.927	187.001
	Provisions	6.057	5.400	4.639
Total Current Liabilities		357.612	242.950	191.640
Net Current Assets		71.834	76.687	77.378
MISCELLANEOUS EXPENSES		0.000	0.000	0.000
TOTAL		782.870	705.302	403.395

PROFIT & LOSS ACCOUNT

	PARTICULARS		31.03.2010	31.03.2009	31.03.2008
	SALES
		Income	843.665	708.998	638.320
		Other Income	5.7640	7.730	9.040
		TOTAL (A)	849.429	716.728	647.360
Less	EXPENSES
		Manufacturing and other Expense	766.070	628.756	538.416
		Purchase of Trading Goods	0.000	0.004	16.861
		Increase/ (Decrease) in stocks of Finished goods and work in process	(20.179)	0.349	14.798
		TOTAL (B)	745.891	629.109	570.075
Less	PROFIT BEFORE INTEREST, TAX, DEPRECIATION AND AMORTISATION (A-B) (C)		103.596	87.619	77.285
Less	FINANCIAL EXPENSES (D)		61.774	48.978	23.653
	PROFIT BEFORE TAX, DEPRECIATION AND AMORTISATION (C-D) (E)		41.822	38.641	53.632
Less/ Add	DEPRECIATION/ AMORTISATION (F)		29.352	19.327	13.299
	PROFIT BEFORE TAX (E-F) (G)		12.411	19.314	40.333
Less	TAX (H)		10.419	12.405	17.455
	PROFIT AFTER TAX (G-H) (I)		1.992	6.909	22.878
	Earnings Per Share (Rs.)		0.33	1.31	-

Particulars	31.03.2011
Sales Turnover	950.000 (Approximately)

Expected Sales ( 2011-2012 ) : Rs.1250.000 Millions

The above information has been parted by Mr. E. G. Iyer

KEY RATIOS

PARTICULARS		31.03.2010	31.03.2009	31.03.2008
PAT / Total Income	(%)	1.48	0.96	3.53
Net Profit Margin (PBT/Sales)	(%)	1.47	2.72	6.32
Return on Total Assets (PBT/Total Assets}	(%)	1.10	2.51	7.10
Return on Investment (ROI) (PBT/Networth)		0.09	2.51	0.33
Debt Equity Ratio (Total Liability/Networth)		7.20	5.73	3.64
Current Ratio (Current Asset/Current Liability)		1.20	1.32	1.40

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
- Dues of Micro, small and medium enterprises	0.000	0.000	0.000
- Other than Micro, small and medium enterprises	333.979	171.623	164.774

Note:

The situation of the registered office of the company was changed from to 201, Kakad Chambers, 2^nd Floor, 132, Dr. Annie Besant Road, Worli, Mumbai - 400 018, Maharashtra the present address w.e.f. 24.08.2009.

Bankers Charges Report as per Registry

Corporate identity number of the company	U24100MH1984PLC033486
Name of the company	SARAF CHEMICALS LIMITED
Address of the registered office or of the principal place of business in India of the company	501/ 502, Waterford Building, ‘C’ Wing, C.D. Barfiwala Marg (Juhu Lane), Andheri (West), Mumbai – 400 058, Maharashtra, India
This form is for	Modification of charge
Charge identification number of the modified	10122980
Type of charge	Immovable Property
Particular of charge holder	Bank of Baroda, 135, C.D.C. Building, Dr. A.B. Road, Worli, Mumbai – 400 018, Maharashtra, India E-Mail: worli@bankofbaroda.com
Nature of description of the instrument creating or modifying the charge	Supplemental Memorandum of Entry
Date of instrument Creating the charge	06/11/2009
Amount secured by the charge	Rs.145.400 millions
Brief particulars of the principal terms an conditions and extent and operation of the charge	Rate of Interest: 1% Below BPLR for term loan I and term loan II Terms of Repayment: 1. For Term Loan I -18 Quarterly Installments of Rs.7.250 millions each 2. For Term Loan -II 20quarterly Installments of Rs.0.750 million each Margin: 25% Extent and Operation of the charge: Extention of Equitable Mortgage of Office Premises At 501 and 502, 5th Floor, C Wing, Waterford, Juhu Lane, Andheri (West) Mumbai-400 058 to Secure Additional Term Loan of Rs.15.000 millions.
Short particulars of the property charged	Extension of Equitable Mortgage of Office Premises At 501, 5th Floor, C Wing, Waterford, Juhu Lane, Andheri West, Mumbai-400 058 Owned By Sarex Chemicals A Division of Saraf Chemicals Limited to Secure Loan. Extension Of Equitable Mortgage Of Office Premises At 502,5th Floor, C Wing, Waterford, Juhu Lane, Andheri West, Mumbai-400058 Owned By Owned By Sarex Overseas A Division of Saraf Chemicals Limited.
Particulars of the present modification	By Present Modification the Term Loan of Rs.137.800 millions as on Date Enhanced to Rs.145.400 millions by an Additional Loan of Rs.15.000 millions to Meet Additional Cost of Interors.

TRADE REFERENCES :

• BASF India
• Apollo Scientific Limited
• Alfa Aesar

FIXED ASSETS:

• Leasehold Land
• Buildings
• Plant and Machinery
• Furniture and Fixtures
• Office Equipments
• 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 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.44.78
UK Pound	1	Rs.73.42
Euro	1	Rs.65.27

SCORE & RATING EXPLANATIONS

SCORE FACTORS	RANGE	POINTS
HISTORY	1~10	6
PAID-UP CAPITAL	1~10	6
OPERATING SCALE	1~10	6
FINANCIAL CONDITION
--BUSINESS SCALE	1~10	7
--PROFITABILIRY	1~10	5
--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	NO
--OTHER MERIT FACTORS	YES/NO	YES
TOTAL		54

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.