MIRA INFORM REPORT

Report Date :

01.10.2011

IDENTIFICATION DETAILS

Name :	SI GROUP – INDIA LIMITED (w.e.f. 13.09.2006)
Formerly Known As :	SCHENECTADY HERDILLIA LIMITED
Registered Office :	Plot No.2/1, TTC Industrial Area, Thane-Belapur Road, Navi Mumbai - 400 703, Maharashtra
Country :	India
Financials (as on) :	31.03.2010
Date of Incorporation :	01.07.1963
Com. Reg. No.:	11-012674
Capital Investment / Paid-up Capital :	Rs.423.063 millions
CIN No.: [Company Identification No.]	U99999MH1963PLC012674
TAN No.: [Tax Deduction & Collection Account No.]	MUMS04774A
PAN No.: [Permanent Account No.]	AAACH7323L
Legal Form :	A closely held Public Limited Liability Company.
Line of Business :	The Company is engaged in Manufacturer of Organic Chemicals.
No. of Employees :	4886 (Approximately)

RATING & COMMENTS

MIRA’s Rating :

Ba (49)

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

Maximum Credit Limit :	USD 6558000
Status :	Good
Payment Behaviour :	Regular
Litigation :	Clear
Comments :	Subject is a well established and a reputed company with good track records. Trade relations are fair. Business is active. Payments are regular and as per commitments. The company can be considered good for normal business dealings under 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. Naresh
Designation :	Finance Manager
Contact No.:	91-22-66732044
Date :	30.09.2011

LOCATIONS

Registered Office/ Navi Mumbai Unit/ Import and Export Department :	Plot No.2/1, TTC Industrial Area, Thane-Belapur Road, Navi Mumbai - 400 703, Maharashtra, India
Tel. No.:	91-22-66732000 / 01/ 2768 3328/ 27681153/ 27681154/ 2761 1508 (Export)
Fax No.:	91-22-27671848/ 2768 5653/ 2589
E-Mail :	SHL.Navi-Mumbai@siigroup.com Shares.SHL@siigroup.com
Website :	www.herdillia.com www.siigroup.com
Corporate Office :	1003-1006, 10th Floor, Arcadia, 195, NCPA Marg, Nariman Point, Mumbai - 400 021, Maharashtra, India
Tel. No.:	91-22-30782039
Fax No.:	91-22-30782038
E-Mail :	siin.mumbai@siigroup.com
Rasal Unit :	Village Rasal, P.O. Pali Taluka – Sudhagad, District Raigad – 410 205, Maharashtra, India
Tel. No.:	95-2142-242669/ 242670
Fax No.:	95-2142-242668
E-Mail :	SHL.Rasal@siigroup.com
Lote Unit :	Plot No. D-1/3, MIDC Lote Parshuram Taluka – Khed, District Ratnagiri – 415 722, Maharashtra, India
Tel. No.:	95-2356-272246/ 272129
Fax No.:	95-2356-272006
E-Mail :	SHL.Lote@siigroup.com

DIRECTORS

As on 31.03.2010

Name :

Mr. Emmanuel Carl Mauriece Joseph Hess

Designation :

Director

Address :

175, Boulevard Clemence 59700, Marcqen Baroeu, France 59700

Date of Birth/Age :

28.07.1956

Date of Appointment :

12.02.2008

DIN No.:

02019494

Name :

Mr. Richard Paul Barlow

Designation :

Director

Address :

11, Devoe Drive, Clifton Park, New York 12065

Date of Birth/Age :

08.10.1962

Date of Appointment :

22.02.2002

DIN No.:

00075741

Name :

Mr. Daniel Paul Tilley

Designation :

Director

Address :

38, Timberwick Drive, Clifton Park, New York New York

Date of Birth/Age :

06.04.1965

Date of Appointment :

08.09.2010

DIN No.:

00167124

Other Directorship:

S. No.	CIN	Name of the Company	Current designation of the director	Date of appointment at current designation	Original date of appointment	Company Status	Defaulting status
1	U99999MH1963PLC012674	SI GROUP - INDIA LIMITED.	Director	08-09-10	03-06-06	Active	NO

Name :

Mr. Balasubramanyam Rajagopal

Designation :

Director

Address :

354, Upper Palace Orchards, Sadashivnagar, Bangalore – 560 080, Karnataka, India

Date of Birth/Age :

21.09.1955

Date of Appointment :

08.09.2010

DIN No.:

02857618

Other Directorship:

S. No.	CIN	Name of the Company	Current designation of the director	Date of appointment at current designation	Original date of appointment	Company Status	Defaulting status
1	U99999MH1963PLC012674	SI GROUP - INDIA LIMITED.	Director	08-09-10	14-12-09	Active	NO
2	U67120MH1998FTC113138	SCHENECTADY (INDIA) HOLDINGS PRIVATE LIMITED	Director	17-09-10	01-01-10	Active	NO

Name :

Mr. Girindrachandra Chandrakant Vasudeo

Designation :

Director – Finance

Address :

358-A, Gangaram Khatri Wadi, Second Floor, J.S. Road, Mumbai – 400 002, Maharashtra, India

Date of Birth/Age :

23.12.1954

Date of Appointment :

08.09.2010

DIN No.:

00021772

Other Directorship:

S. No.	CIN	Name of the Company	Current designation of the director	Date of appointment at current designation	Original date of appointment	Date of cessation	Company Status	Defaulting status
1	U92411MH1933PLC002813	THE CRICKET CLUB OF INDIA LIMITED	Director	18-08-94	18-08-94	27-12-07	Active	NO
2	U99999MH1963PLC012674	SI GROUP - INDIA LIMITED.	Director	08-09-10	27-06-02	-	Active	NO
3	U67120MH1998FTC113138	SCHENECTADY (INDIA) HOLDINGS PRIVATE LIMITED	Director	27-09-03	27-09-03	-	Active	NO
4	L67120MH1995PLC084899	EMKAY GLOBAL FINANCIAL SERVICES LIMITED	Director	20-01-06	20-01-06	-	Active	NO
5	U65990MH2005PLC153310	EMKAY FINCAP LIMITED	Director	05-09-08	15-07-08	-	Active	NO
6	U70102MH2007PTC174574	SURYA INDIA FINGROWTH PRIVATE LIMITED	Director	18-11-08	18-11-08	-	Active	NO

Name :

Mr. Pravin Nanubhai Ghatalia

Designation :

Director

Address :

4B, Cosmopolis L.D. Ruparel Marg, Malbar Hill, Mumbai – 400 006, Maharashtra, India

Date of Birth/Age :

06.05.1941

Date of Appointment :

21.08.2003

Date of Ceasing :

13.08.2009

DIN No.:

00195225

Other Directorship:

S. No.	CIN	Name of the Company	Current designation of the director	Date of appointment at current designation	Original date of appointment	Date of cessation	Company Status	Defaulting status
1	L17120MH1946PLC005227	NRC LIMITED	Director	05-05-95	05-05-95	25-04-07	Active	NO
2	L24292AP1961PLC000876	GULF OIL CORPORATION LIMITED	Director	24-04-01	24-04-01	13-08-09	Active	NO
3	L24294MH1958PLC011052	FOSECO INDIA LIMITED	Director	13-02-03	13-02-03	27-10-09	Active	NO
4	L21011WB1936PLC008726	STAR PAPER MILLS LTD.	Director	17-06-03	17-06-03	23-03-09	Active	NO
5	U99999MH1963PLC012674	SI GROUP - INDIA LIMITED.	Director	21-08-03	21-08-03	13-08-09	Active	NO
6	L55101MH1986PLC039307	KAMAT HOTELS (INDIA) LIMITED	Director	23-10-04	23-10-04	13-08-09	Active	NO
7	L27104TN1959PLC003849	HINDUJA FOUNDRIES LIMITED	Director	26-10-04	26-10-04	12-08-09	Active	NO
8	L34101TN1948PLC000105	ASHOK LEYLAND LIMITED	Director	01-04-05	01-04-05	12-08-09	Active	NO
9	L92142MH2002PLC135964	CINEMAX INDIA LIMITED	Director	07-09-07	25-08-06	13-08-09	Active	NO
10	U72900MH2001PLC131598	RELIANCE INFRATEL LIMITED	Director	29-09-07	18-06-07	13-08-09	Active	NO
11	U92132MH2002PTC136675	VISTA ENTERTAINMENT PRIVATE LIMITED	Director	03-09-07	31-07-07	13-08-09	Active	NO
12	L65910MH1986PLC165645	RELIANCE CAPITAL LIMITED	Director	21-07-09	15-09-08	12-08-09	Active	NO
13	U92132MH1995PLC085835	INDUSIND MEDIA AND COMMUNICATION LIMITED	Director	23-07-09	22-10-08	13-08-09	Active	NO

KEY EXECUTIVES

Name :	Dr. A. Chakrabarti
Designation :	Vice President – Operations
Name :	Mr. D. B. Satam
Designation :	Vice President – Human Resources
Name :	Dr. P. S. Kumbhar
Designation :	Vice President – Research and Process Development
Name :	Mr. Naresh
Designation :	Finance Manager

MAJOR SHAREHOLDERS / SHAREHOLDING PATTERN

As on 16.07.2009

Equity Share Breakup	Percentage of Holding
Category
Public financial companies	0.01
Nationalised or other banks	0.02
Mutual funds	1.79
Foreign holdings [Foreign institutional investors, Foreign Companies, Foreign Financial Institutions, Non-resident Indian or Overseas corporate bodies or others]	0.11
Bodies corporate	91.16
Other top fifty shareholders	1.85
Others	5.06
Total	100.00

BUSINESS DETAILS

Line of Business :

The Company is engaged in Manufacturer of Organic Chemicals.

Products :

Item Code No. (ITC Code)	29071110
Product Description	Organic Chemical
Item Code No. (ITC Code)	29071300
Product Description	Organic Chemical
Item Code No. (ITC Code)	29141100
Product Description	Organic Chemical
Item Code No. (ITC Code)	29071101
Product Description	Phenol
Item Code No. (ITC Code)	29141100
Product Description	Acetone
Item Code No. (ITC Code)	29173500
Product Description	Phthalic Anhydride

Exports :

Products :

· Diacetone Alcohol

· Nonyl Phenol

· Dedecyl Phenol

· Para Cumyl Phenol

· Para Octyl Phenol

· Diphenyl Oxide

· Isophorone

· Hexylene Glycol

· Acetophenone

· ISO Butyl Benzene

· Hersol

· Alpha Methyle Styrene

· Unsaturated Dimers of Alpha Methyle Strene

· Pthalic Anhydride

Countries :

· China

· Finland

· Nigeria

· Chile

· Dubai (UAE)

· Germany

· South Africa

· Venezuela

· Hongkong

· Netherlands

· Indonesia

· Russia

· Iran

· Switzerland

· Japan

· United Kingdom

· Korea

· Malaysia

· Philippines

· Saudi Arabia

· Singapore

· Thailand

· Taiwan

· USA

Imports :

Products :

· Cumene

· Ortho-Xylene

· Propylene Trimer

· Propylene Tetramer

· Di-isobutylene

Countries :

Europe and Far East countries

PRODUCTION STATUS (AS ON 31.03.2010)

Particulars	Installed Capacity (1) (MT)	Actual Production (2) (3) (MT)
Basic Chemicals	78,615	63,233
Industrial Solvents	33,360	34,508
Performance Resins	4,000	4,972
Others	66,720	59,188

(1) Installed capacity as certified by the management, on which the auditors have placed reliance, this being a technical matter.

(2) Licensed capacity not disclosed since licensing requirements are not applicable.

(3) Production includes quantity used for captive consumption.

GENERAL INFORMATION

No. of Employees :

4886 (Approximately)

Bankers :

• State Bank of India, Commercial Branch, Horniman Circle, Mumbai – 400 023, Maharashtra, India
• Bank of Baroda
• ABN Amro Bank N. V.
• Credit Lyonnais Bank
• HDFC Bank Limited
• The Bank of Nova Scotia
• Bank of America
• The HongKong and Shanghai Banking Corporation Limited
• JP Morgan Chase Bank, N.A.

Facilities :

Secured Loans	31.03.2010 Rs. In Millions	31.03.2009 Rs. In Millions
From banks:
(a) Demand cash credit	99.676	0.000
(b) Rupee loan from Bank of America	100.000	360.000
Total	199.676	360.000

Notes:

Nature of security

Loans from banks

(a) Demand cash credit

Secured by a joint-hypothecation of the entire present and future stocks of raw materials, finished and semi-finished goods, stores and process chemicals, outstanding monies receivable, book debts, etc. in favour of banks on a pari passu basis.

Note: The charge mentioned above covers bank guarantees and Letter of Credits issued for Rs.318.842 millions (2008-09 – Rs.262.522 millions) outstanding at year end.

The Company has created a Second charge in favour of State Bank of India and HDFC Bank Limited by way of joint equitable mortgage by deposit of title-deeds by constructive delivery in respect of the Company’s immovable properties situated at Navi Mumbai as collateral security, for the various Working Capital facilities provided by them.

(b) Rupee loan from Bank of America, secured by:

Pari-passu first charge on current assets (including inventory and receivables) of the Company. Repayable within one year Rs.100.000 millions (2008-09 – Rs.360.000 millions)

Unsecured Loans	31.03.2010 Rs. In Millions	31.03.2009 Rs. In Millions
Short term non-revolving loan from banks *	675.802	1186.351
Others – buyers credit arrangement	71.492	0.000
Deferred sales tax liability	27.150	21.261
Total	774.444	1207.612

* T he ultimate holding company has issued corporate guarantee/stand by letter of credit in favour of the Bank for this loan.

Banking Relations :	Good
Auditors :
Name :	BSR and Company Chartered Accountants (formerly Bharat S. Raut and Company)
Address :	KPMG House, Kamala Mills Compound, 448, Senapati Bapat Marg, Lower Parel, Mumbai – 400 013, Maharashtra, India
Solicitors :	Crawford Bayley and Company
Holding Company :	Schenectady (India) Holdings Private Limited
Ultimate Holding Company :	SI Group, Inc.
Fellow subsidiary :	SI Group-UK, Limited SI Group-Canada, Limited Yuka-Schenectady Company, Limited SI Group-Brasil Resinas Limited SI Group-Crios Resinas Limited SI Group-Ribecourt SAS SI Group-Bethune SAS SI Group-Switzerland, GmbH SI Group-South Africa (Proprietary) Limited SI Group-Australia Pty, Limited SI Group (Shanghai) Company Limited SI Group (Shanghai) Trading Limited Schenectady Korea Limited SI Group-Singapore Pte Limited SI Group-Energy, LLC Schenectady International Group, Inc. Schenectady Luxembourg Sarl Schenectady Asia Pacific Holding Inc. Schenectady Aircraft, LLC

CAPITAL STRUCTURE

As on 31.03.2010

Authorised Capital :

No. of Shares	Type	Value	Amount
60000000	Equity Shares	Rs.10/- each	Rs.600.000 millions

Issued, Subscribed & Paid-up Capital :

No. of Shares	Type	Value	Amount
42306250	Equity Shares	Rs.10/- each	Rs.423.063 millions

Notes:

Of the above

(1) 2,450,000 equity shares of Rs. 10 each were allotted as fully paid-up by way of bonus shares by capitalisation of reserves.

(2) 3,675,000 equity shares were issued by way of Rights shares in the ratio of 1:2 at a premium of Rs.5 per share and 18,131,250 equity shares were issued by way of Rights shares in the ratio of 3:4 at a premium of Rs. 18 per share.

(3) 1,150,000 fully paid-up equity shares were issued to the shareholders of the erstwhile Schenectady Specialities Asia (P) Limited ('SSAPL') upon merger in the ratio of 1:10 (Face Value Rs.10 each).

(4) 35,203,357 fully paid-up equity shares are held by Schenectady (India) Holdings Private Limited — the Holding company, and its nominees.

(5) 5,810,544 fully paid up equity shares are held by SI Group 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		423.063	423.063	423.063
2] Share Application Money		0.000	0.000	0.000
3] Reserves & Surplus		1216.380	804.855	1039.119
4] (Accumulated Losses)		0.000	0.000	0.000
NETWORTH		1639.443	1227.918	1462.182
LOAN FUNDS
1] Secured Loans		199.676	360.000	731.067
2] Unsecured Loans		774.444	1207.612	591.215
TOTAL BORROWING		974.120	1567.612	1322.282
DEFERRED TAX LIABILITIES		172.438	165.506	219.591
TOTAL		2786.001	2961.036	3004.055
APPLICATION OF FUNDS
FIXED ASSETS [Net Block]		1360.422	1478.481	1515.562
Capital work-in-progress (including capital advances)		12.700	73.203	95.541
INVESTMENT		0.004	0.004	10.734
DEFERREX TAX ASSETS		0.000	0.000	0.000
CURRENT ASSETS, LOANS & ADVANCES
	Inventories	901.942	641.154	1091.952
	Sundry Debtors	1289.764	968.564	1227.741
	Cash & Bank Balances	13.877	69.012	6.710
	Other Current Assets	0.000	0.000	0.000
	Loans & Advances	273.707	364.537	340.534
Total Current Assets		2479.290	2043.267	2666.937
Less : CURRENT LIABILITIES & PROVISIONS
	Sundry Creditors	755.055	454.669	1070.506
	Other Current Liabilities	99.761	87.064	146.361
	Provisions	211.599	92.186	67.852
Total Current Liabilities		1066.415	633.919	1284.719
Net Current Assets		1412.875	1409.348	1382.218
MISCELLANEOUS EXPENSES		0.000	0.000	0.000
TOTAL		2786.001	2961.036	3004.055

PROFIT & LOSS ACCOUNT

	PARTICULARS		31.03.2010	31.03.2009	31.03.2008
	SALES
		Net Sales	6892.131	6257.774	6505.325
		Other Income	59.255	61.402	101.202
		TOTAL (A)	6951.386	6319.176	6606.527
Less	EXPENSES
		Cost of goods sold	4563.101	4634.187	4494.951
		Personnel costs	364.708	382.024	387.263
		Other expenses	1207.510	1302.134	1192.073
		TOTAL (B)	6135.319	6318.345	6074.287
Less	PROFIT BEFORE INTEREST, TAX, DEPRECIATION AND AMORTISATION (A-B) (C)		816.067	0.831	532.240
Less	FINANCIAL EXPENSES (D)		98.845	147.019	158.949
	PROFIT BEFORE TAX, DEPRECIATION AND AMORTISATION (C-D) (E)		717.222	(146.188)	373.291
Less/ Add	DEPRECIATION/ AMORTISATION (F)		144.398	137.903	138.301
	PROFIT BEFORE TAX (E-F) (G)		572.824	(284.091)	234.990
Less	TAX (H)		160.753	(50.393)	115.836
	PROFIT AFTER TAX (G-H) (I)		412.071	(233.698)	119.154
Add	PREVIOUS YEARS’ BALANCE BROUGHT FORWARD		318.771	552.469	433.315
	BALANCE CARRIED TO THE B/S		730.842	318.771	552.469
	EARNINGS IN FOREIGN CURRENCY
		F.O.B. value of exports	1440.398	1167.628	1037.679
		Others	30.745	34.034	27.730
	TOTAL EARNINGS		1471.143	1201.662	1065.409
	IMPORTS
		Raw Materials	1655.772	1537.404	1044.658
		Traded goods	34.781	157.328	411.257
		Stores, spares and process chemicals	14.193	15.948	22.787
		Capital Goods	1.135	7.680	34.487
	TOTAL IMPORTS		1705.881	1718.360	1513.189
	Earnings Per Share (Rs.)		9.74	(5.52)	2.82

KEY RATIOS

PARTICULARS		31.03.2010	31.03.2009	31.03.2008
PAT / Total Income	(%)	5.93	(3.70)	1.80
Net Profit Margin (PBT/Sales)	(%)	8.31	(4.54)	3.61
Return on Total Assets (PBT/Total Assets)	(%)	14.92	(8.07)	5.62
Return on Investment (ROI) (PBT/Networth)		0.35	(0.23)	0.16
Debt Equity Ratio (Total Liability/Networth)		1.24	1.79	1.78
Current Ratio (Current Asset/Current Liability)		2.32	3.22	2.08

LOCAL AGENCY FURTHER INFORMATION

Note: The Registered Office of the company has been changed from Air India Building, 13^th Floor, Nariman Point, Mumbai - 400 021, Maharashtra to the present w.e.f. 18.02.2005.

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
Due to Micro, Small and Medium Enterprises	0.243	0.243	0.019
Other sundry creditors	754.812	454.426	1070.487
Total	755.055	454.669	1070.506

HISTORY

Promoted in 1965 by EID-Parry (India), Chennai, in collaboration with Distillers Company, UK, and Hercules Power, US, Schenectady Herdillia (SHL) was earlier known as Herdillia Chemicals. It manufactures heavy organic chemicals such as phenol, cumene, acetone, diacetone alcohol, phthalic anhydride, phthalates and their derivatives. In Mar.'65, SHL entered into an agreement with Distillers Company to supply technical information for manufacturing phenol, cumene, diacetone alcohol and phthalates. In 1984, the interests of EID-Parry were taken over by Duncans Agro Industries and it is now a part of the Goenka-Duncan group. In 1994, SHL entered into a strategic alliance with Bayer, Germany, for setting up a facility to produce heat transfer media. The heat transfer media plant was commissioned in Feb.'94. The isophorone plant was commissioned in Apr.'94. The company expanded phenol capacity from 20000 tpa to 22500 tpa in a phased manner. In 1994-95, SHL increased the capacity for IBB from 1000 tpa to 2000 tpa. It received the ISO 9002 certification from BVQI in Dec.'95. During 1995-96, SHL increased the capacity for DPO, phenol and acetone to 3000 tpa, 24000 tpa and 14400 tpa respectively. HCL has set up a greenfield plant to produce 1 lac tpa of phenol and 60000 tpa of acetone at Dahej, Gujarat. SHL further increased the capacities of the Phenol, Acetone, Iso Butyl Benzene and Isophorone plant to 26,500, 16,170, 2,500 and 2,500 MT in the year 96-97. It has set up a captive cogeneration plant. The capacity of Phenol and Acetone plants was increased to 34,000 and 20,400 MT/year respectively in the year 1999-2000. The company was renamed Schenectady Herdillia consequent to acquistion of 81.19% of equity capital by Schenectady (India) Holdings Limited during April 2002. Consequent to the approval by Hon'ble Bombay High Court, Schenectady Specialities Asia Private Limited was merged with the company with effect from 28th November, 2002 and the appointed date was 27th September, 2002.

OPERATIONS REVIEW

The sales turnover at Rs.7370.000 millions was higher by 6.3% compared to the previous year. The increase in turnover was mainly due to improved performance of the Company in the domestic and export markets. The financial performance during the year improved mainly due to the saving in power and fuel cost on account of shifting of power production from Naphtha to RLNG, reduction in working capital cost and higher capacity utilization.

DELISTING OF EQUITY SHARES

In the Extraordinary General Meeting held on March 18, 2009, the shareholders had approved the Delisting Proposal received from SI Group, Inc., USA, the ultimate Promoters seeking voluntary delisting of equity shares of the Company from Bombay Stock Exchange Limited (BSE) and National Stock Exchange of India Limited (NSE) by offering to acquire the public shareholding of 71,02,893 equity shares constituting 16.79% of the total shareholding of the Company in accordance and subject to the conditions specified under the Securities and Exchange Board of India (Delisting of Securities) Guidelines – 2003 as amended from time to time, and subject to receipt of necessary approvals.

On receipt of necessary approvals and after compliance with the necessary formalities, SI Group, Inc. acquired 40,34,441 shares equivalent to 9.54% of the total shareholding of the Company from public shareholders by Reverse Book Building process under the Delisting Guidelines.

Subsequently, the Company applied for delisting of equity shares from Bombay Stock Exchange Limited (BSE) and National Stock Exchange of India Limited (NSE). As per the letters received from BSE and NSE, the delisting became effective from September 23, 2009. On delisting of equity shares of the Company, the provisions of the listing agreement with the Stock Exchanges ceased to be applicable to the Company.

SI Group, Inc. further acquired 17,76,103 equity shares (4.198%) under the Exit Offer upto March, 2010. With the acquisition of these shares, the Promoters’ shareholding has increased from 83.21% to 96.95% of the total share capital of the Company as on March 31, 2010.

AMALGAMATION OF SCHENECTADY (INDIA) HOLDINGS PRIVATE LIMITED (SIHPL)

The proposal for Scheme of Amalgamation of SIHPL with the Company was pending for approval before Bombay Stock Exchange Limited (BSE) and National Stock Exchange of India Limited (NSE). Since the provisions of the listing agreement with stock exchanges ceased to be applicable to the Company, the approval for the Merger Proposal from the Stock Exchanges has become redundant.

PRODUCTION

Total production during the year ended March 31, 2010 at the Navi Mumbai unit was 138,059 MT, being higher by 10.4% compared to 125,012 MT during the previous year.

Production at the Rasal unit was 18,870 MT as against 11,397 MT during the previous year, an increase of 65.6%.

Production at Lote unit was 4,972 MT as against 3,606 MT during the previous year, an increase of 37.8%.

The combined production at the Navi Mumbai, Rasal and Lote units was 161,901 MT as against 140,015 MT in the previous year, an increase of 15.6%.

SALES AND EXPORTS

International prices of commodity chemicals continued to be volatile. This volatility impacted prices in the domestic market. In spite of difficult market conditions, the Company achieved growth in sales over the previous year.

During the year, exports were higher at Rs.1440.000 millions FOB, as against Rs.1170.000 millions FOB in the previous year.

FINANCE

The Company did not accept any fresh deposits or renew any existing deposits from the public or shareholders during the year. As of March 31, 2010, deposits aggregating Rs.0.169 million had matured for payment but not been claimed by the depositors.

The following products of the Company, viz. Phenol, Acetone, Diacetone Alcohol and Performance Resins, come under the purview of Cost Accounting (Chemical Industries), Rules, 1987. Cost audit in respect of Phenol, Acetone, Diacetone Alcohol and Performance Resins is applicable to the year. The Company has maintained relevant records.

CONTINGENT LIABILITIES NOT PROVIDED FOR IN RESPECT OF: (AS ON 31.03.2010)

(a) Taxation matters

(i) Demands against the Company not acknowledged as debts Rs.93.730 millions

(ii) Decisions in favour of the Company not accepted by the Department Rs.26.945 millions

(b) Central Excise demand against the Company not acknowledged as debt Rs.19.037 millions

(c) Customs duty amounting to Rs.19.577 millions in dispute as demand raised against the Company not acknowledged as debt.

(d) Electricity duty amounting to Rs.46.335 millions in dispute as demand raised against the Company not acknowledged as debt.

(e) Water charges amounting to Rs.5.798 millions in dispute as demand raised against the

Company not acknowledged as debt.

(f) Claims against the Company not acknowledged as debts Rs.1.304 millions.

FIXED ASSETS:

Intangible Assets

· Goodwill

· Technical know how

· Computer software

Tangible Assets

· Leasehold land and development

· Freehold land and development

· Buildings

· Plant and Machinery

· Furniture, Fixtures and Equipment

· 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.48.93
UK Pound	1	Rs.76.52
Euro	1	Rs.66.65

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	6
--LIQUIDITY	1~10	6
--LEVERAGE	1~10	5
--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		49

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.