MIRA INFORM REPORT

Report Date :

26.04.2012

IDENTIFICATION DETAILS

Name :	TOTAL OIL INDIA PRIVATE LIMITED (w.e.f. 12.03.2010)
Formerly Known As :	TOTAL OIL INDIA LIMITED (w.e.f. 04.12.2009) TOTAL LPG INDIA LIMITED (w.e.f. 24.06.2008) ELF GAS INDIA LIMITED
Registered Office :	3^rd Floor, The Leela Galleria, Andheri Kurla Road, Andheri (East), Mumbai – 400 059, Maharashtra
Country :	India
Financials (as on) :	31.12.2010
Date of Incorporation :	09.01.1996
Com. Reg. No.:	11-194631
Capital Investment / Paid-up Capital :	Rs.271.811 millions
CIN No.: [Company Identification No.]	U23203MH1996PTC194631
TAN No.: [Tax Deduction & Collection Account No.]	MUMT15808C
PAN No.: [Permanent Account No.]	AAACE2175M
Legal Form :	Private Limited Liability Company
Line of Business :	Manufacturer of Lubricating Oils.
No. of Employees :	Information declined by the management

RATING & COMMENTS

MIRA’s Rating :

Ba (51)

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

Maximum Credit Limit :	USD 7277000
Status :	Good
Payment Behaviour :	Regular
Litigation :	Clear
Comments :	Subject is an established company having fine track. General financial position of the company is good. Trade relations are reported as fair. Business is active. Payment are reported to be regular and as per commitments. The company can be considered good for normal 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. Nilesh
Designation :	Manager
Contact No.:	91-22-66407700
Date :	20.04.2012

LOCATIONS

Registered Office :	3^rd Floor, The Leela Galleria, Andheri Kurla Road, Andheri (East), Mumbai – 400 059, Maharashtra, India
Tel. No.:	91-22-66407700
Fax No.:	91-22-66047720
E-Mail :	mbbraahme@total.co.in jeetendra.daryani@total.com
Website :	www.total.co.in
Corporate Office :	#138, Ground Floor and First Floor, Raheja Paramount, Residency Road, Bangalore – 560 025, Karnataka, India
Tel. No. :	91-80-42730000
Factory :	#721, CMH Road, Indiranagar, Bangalore - 560 038, Karnataka, India
Marketing Office :	Located at: v Bangalore v Chennai v Coimbatore v Hyderabad v Cochin

DIRECTORS

As on 08.04.2011

Name :	Thierry Pflimlin
Designation :	Director
Address :	Nimroadstrasse 72, Berlin 13469, Germany
Date of Birth/Age :	22.10.1959
Date of Appointment :	25.03.2010
DIN No. :	01228547
Name :	Hutchison William Pierre
Designation :	Director
Address :	Wayside Cottage, Newbury Street, Kintbury, Hungerford, RG179UU, France
Date of Birth/Age :	11.10.1951
Date of Appointment :	30.03.2009
DIN No. :	02351857
Name :	Jonnalagadda Prakash
Designation :	Whole-Time Director
Address :	380, Sivan Apartments, 13 Main Road, RMV Extension. Bangalore - 560 080, Karnataka, India
Date of Birth/Age :	04.08.1961
Date of Appointment :	01.08.2009
DIN No. :	02753687
Name :	Balakrishna Vijay Kumar
Designation :	Managing Director
Address :	209, Vars, Fantasy, Hac, 2^nd Stage, Indiranagar, Bangalore - 560 008, Karnataka, India
Date of Birth/Age :	12.04.1956
Date of Appointment :	05.10.2009
DIN No. :	02829765
Name :	Yves Felicien Jassaud
Designation :	Whole-Time Director
Address :	10, Bis AV, DU General Leclerc – 78100, Saint German-EN-Laye, France
Date of Birth/Age :	01.02.1959
Date of Appointment :	14.08.2010
DIN No.:	03153904

KEY EXECUTIVES

Name :	M.B. Brahme
Designation :	Secretary
Address :	901, Great Eastern Heights, CHS Limited, Marve Road, Malad (West), Mumbai – 400 064, Maharashtra, India
Date of Birth/Age :	31.07.1962
Date of Appointment :	01.07.2010
PAN No.:	AELPB7395C
Name :	Mr. Nilesh
Designation :	Manager

MAJOR SHAREHOLDERS / SHAREHOLDING PATTERN

As on 08.04.2011

Names of Shareholders	No. of Shares
Total Holding Asie, France (Equity Share Class A)	8894387
Total Raffinage Marketing, (France (Equity Share A)	8544656
Total Raffinage Marketing, France (Equity Share Class B)	9742091
Total	27181134

As on 08.04.2011

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

BUSINESS DETAILS

Line of Business :

Manufacturer of Lubricating Oils.

Products :

Item Code No. (ITC Code)	Product Description
27101910	Lubricating Oils
27111900	LPG
271095	Special Fluids
27111200	Propane
27111100	Butane

GENERAL INFORMATION

No. of Employees :

Information declined by the management

Bankers :

HDFC Bank

Facilities :

Secured Loans	31.12.2010 Rs. In Millions	31.12.2009 Rs. In Millions
Cash Credit	28.015	2.813
Working Capital Demand Loan		58.500
Vehicle Loan from Banks		2.729
Vehicle Loan from Others		4.761
Finance Lease Obligation		2.674
Total	28.015	71.477

Unsecured Loans	31.12.2010 Rs. In Millions	31.12.2009 Rs. In Millions
From Banks	233.036	628.803
From Others		2.120
Total	233.036	630.923

Banking Relations :	--
Auditor :
Name :	BSR and Company Chartered Accountants
Address :	Lodha Excelus, 1^st Floor, Apollo Mills Compound, N.M. Joshi Marg, Mahalaxmi, Mumbai – 400 011, Maharashtra, India
Income-tax PAN of auditor or auditor's firm :	AAAFB9852F
Holding Company :	TOTAL HOLDING ASIE

CAPITAL STRUCTURE

As on 08.04.2011

Authorised Capital :

No. of Shares	Type	Value	Amount
122000000	Equity Shares (Class A)	Rs.10/- each	Rs.1220.000 millions
15000000	Equity Shares (Class B)	Rs.10/- each	Rs.150.000 millions
	Total		Rs.1370.000 millions

Issued, Subscribed & Paid-up Capital :

No. of Shares	Type	Value	Amount
17439043	Equity Shares (Class A)	Rs.10/- each	Rs.174.390 millions
9742091	Equity Shares (Class B)	Rs.10/- each	Rs.97.421 millions
	Total		Rs.271.811 millions

FINANCIAL DATA

[all figures are in Rupees Millions]

ABRIDGED BALANCE SHEET

SOURCES OF FUNDS		31.12.2010 (12 Months)	31.12.2009 (9 Months)	31.03.2009
SHAREHOLDERS FUNDS
1] Share Capital		271.811	271.811	865.944
2] Share Application Money		0.000	0.000	0.000
3] Reserves & Surplus		1547.559	1478.610	75.501
4] (Accumulated Losses)		0.000	0.000	0.000
NETWORTH		1819.370	1750.421	941.445
LOAN FUNDS
1] Secured Loans		28.015	71.477	0.000
2] Unsecured Loans		233.036	630.923	0.000
TOTAL BORROWING		261.051	702.400	0.000
DEFERRED TAX LIABILITIES		8.729	15.467	14.567
TOTAL		2089.150	2468.280	956.012
APPLICATION OF FUNDS
FIXED ASSETS [Net Block]		892.889	841.191	655.285
Capital work-in-progress		270.292	174.080	73.184
INVESTMENT		0.000	0.000	0.000
DEFERRED TAX ASSETS		0.000	0.000	0.000
CURRENT ASSETS, LOANS & ADVANCES
	Inventories	1784.640	1476.164	253.024
	Sundry Debtors	900.658	672.390	134.517
	Cash & Bank Balances	134.606	1611.672	456.056
	Other Current Assets	0.000	0.000	0.000
	Loans & Advances	510.203	281.771	73.271
Total Current Assets		3330.107	4041.997	916.868
Less : CURRENT LIABILITIES & PROVISIONS
	Sundry Creditors	1689.165	1187.682	457.044
	Other Current Liabilities		402.669	205.691
	Provisions	714.973	998.629	26.590
Total Current Liabilities		2404.138	2588.980	689.325
Net Current Assets		925.969	1453.017	227.543
MISCELLANEOUS EXPENSES		0.000	0.000	0.000
TOTAL		2089.150	2468.288	956.012

PROFIT & LOSS ACCOUNT

	PARTICULARS		31.12.2010 (12 Months)	31.12.2009 (9 Months)	31.03.2009
	SALES
		Income	13004.368	8102.300	4740.127
		Other Income			28.876
		TOTAL (A)	13004.368	8102.300	4769.003
Less	EXPENSES
		Material Cost	11961.765	7105.982	4471.971
		Personnel Expenses			74.972
		Operating Expenses			253.436
		TOTAL (B)	11961.765 (Including Financial and Depreciation)	7105.982	4800.379
Less	PROFIT/ (LOSS) BEFORE INTEREST, TAX, DEPRECIATION AND AMORTISATION (A-B) (C)				(31.376)
Less	FINANCIAL EXPENSES (D)				0.108
	PROFIT/ (LOSS) BEFORE TAX, DEPRECIATION AND AMORTISATION (C-D) (E)				(31.484)
Less/ Add	DEPRECIATION/ AMORTISATION (F)				107.823
	PROFIT/ (LOSS) BEFORE TAX (E-F) (G)		1042.603	996.318	(139.307)
Less	TAX (H)		374.286	356.073	(45.561)
	PROFIT/ (LOSS) AFTER TAX (G-H) (I)		668.317	640.245	(93.746)
Add	PROFIT BROUGHT FORWARD FROM PREVIOUS YEAR & ON AMALGAMATION		0.329	171.422	169.247
Less	APPROPRIATIONS
		Proposed Dividend	514.000	638.757	0.000
		Tax on Dividends	85.369	108.557	0.000
		Transfer to General Reserve	66.832	64.024	0.000
	BALANCE CARRIED TO THE B/S		2.445	0.329	75.501
	EARNINGS IN FOREIGN CURRENCY
		Service Charges	NA	91.099	0.000
		Others	NA	4.043	0.000
		FOB values of exports	NA	6.223	0.000
	TOTAL EARNINGS		NA	101.365	0.000
	IMPORTS
		Raw Materials	NA	1520.717	0.000
		Finished Goods	NA	46.141	0.000
		Capital Goods	NA	21.885	0.000
		Traded Goods	NA	2433.805	3651.639
	TOTAL IMPORTS		NA	4022.548	3651.639
	Earnings Per Share (Rs.)		24.59	NA	NA

Note:

In the Annual Report the Balance Sheet and Profit and Loss figures are not clear. We have included the figures which are visible.

KEY RATIOS

PARTICULARS		31.12.2010 (12 Months)	31.12.2009 (9 Months)	31.03.2009
PAT / Total Income	(%)	5.14	7.90	(0.95)
Net Profit Margin (PBT/Sales)	(%)	NA	NA	(2.93)
Return on Total Assets (PBT/Total Assets}	(%)	24.69	20.40	(8.86)
Return on Investment (ROI) (PBT/Networth)		0.57	0.57	(0.14)
Debt Equity Ratio (Total Liability/Networth)		1.46	1.88	0.73
Current Ratio (Current Asset/Current Liability)		1.38	1.56	1.33

LOCAL AGENCY FURTHER INFORMATION

Details of Sundry Creditors:

(Rs. in millions)

Particulars	31.12.2010 (12 Months)	31.12.2009 (9 Months)	31.03.2009
Sundry Creditors
- Micro and Small Enterprises	NA	19.576	0.000
- Others	NA	1168.106	457.044
Total	NA	1187.682	457.044

Check List by Info Agents	Available in Report (Yes / No)
1) Year of Establishment	Yes
2) Locality of the firm	Yes
3) Constitutions of the firm	Yes
4) Premises details	No
5) Type of Business	Yes
6) Line of Business	Yes
7) Promoter’s background	Yes
8) No. of employees	No
9) Name of person contacted	Yes
10) Designation of contact person	Yes
11) Turnover of firm for last three years	Yes
12) Profitability for last three years	Yes
13) Reasons for variation <> 20%	--
14) Estimation for coming financial year	No
15) Capital in the business	Yes
16) Details of sister concerns	Yes
17) Major suppliers	No
18) Major customers	No
19) Payments terms	No
20) Export / Import details (if applicable)	No
21) Market information	--
22) Litigations that the firm / promoter involved in	--
23) Banking Details	Yes
24) Banking facility details	Yes
25) Conduct of the banking account	--
26) Buyer visit details	--
27) Financials, if provided	Yes
28) Incorporation details, if applicable	Yes
29) Last accounts filed at ROC	Yes
30) Major Shareholders, if available	Yes

Note:

Registered office of the company has been shifted from No. 721, CMH Road, Indira Nagar, Bangalore – 560 038, Karnataka, India to the present address w.e.f. 30.07.2009.

BACKGROUND:

Subject was incorporated under the provision of Companies Act, 1956 on 9^th January 1996 as a public company with limited liability. The company is a subsidiary of Total Raffinngs Marketing, a subsidiary of Total SA, France (the ultimate holding company).

At the company’s board meeting held on 24^th December 2009, the company applied to the Registrar of Companies for concerting itself from a Public Company to a Private Company, which has been approved by the ROC on 31^st December 2009.

The company is engaged in importing and reselling Liquefied Petroleum Gas (LPG) and certain solvents and manufacturing and marketing of industrial and automotive lubricants. The company also provides business strategy services in the areas of marketing, production ands research functions to its parent company.

AMALGAMATION OF TOTAL LUBRICANTS INDIA LIMITED AND TOTAL PETROLEUM INDIA PRIVATE LIMITED WITH THE COMPANY:

In the previous period, pursuant to the Scheme of Arrangement and Amalgamation (“Scheme”) of erstwhile Total Lubricants India Limited (‘TLIL’) and erstwhile Total Petroleum India Private Limited (‘TPIPL’) with the Company as approved by the Hon’ble Directors Meeting held on 5^th August, 2009, the assets and liabilities of the erstwhile Total Lubricants India Limited and erstwhile Total Petroleum India Private Limited were transferred to and vested in the Company effective 1^st April, 2009. Accordingly, the scheme was given effect to in the accounts for the year ended 31^st December, 2009.

The amalgamation was recorded for under the ‘pooling of interests’ method as prescribed by Accounting Standard – 14 on Accounting for Amalgamations issued by the Central Government. Accordingly, the assets, liabilities and other reserves of the erstwhile TLIL and TPIPL at 1^st April, 2009 had been taken over at their over at their respective book values.

Pursuant to the amalgamation, the shareholders of erstwhile TLIL were issued 8357989 Class A equity shares of Rs.10 each in the ratio of 257:500 and 9528758 Class B equity shares of Rs.10 each in the ratio of 293:500. The Shareholders of TPIPL were issued 186667 Class A equity shares of Rs.10 each in the ratio of 7:75 and 213333 Class B equity shares of Rs.10 each in the ratio of 8:75.

Net Deficit of Rs.0.261 million being the difference between the Class A equity shares and Class B equity shares issued by the Company pursuant to the Scheme and the share capital of TLIL and TPIPL, was adjusted in the capital reserve in accordance with the scheme as at 31^st December, 2009.

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.52.49
UK Pound	1	Rs.84.65
Euro	1	Rs.69.25

INFORMATION DETAILS

Information Gathered by :	SBA
Report Prepared by :	SMN

SCORE & RATING EXPLANATIONS

SCORE FACTORS	RANGE	POINTS
HISTORY	1~10	6
PAID-UP CAPITAL	1~10	6
OPERATING SCALE	1~10	5
FINANCIAL CONDITION
--BUSINESS SCALE	1~10	6
--PROFITABILIRY	1~10	6
--LIQUIDITY	1~10	5
--LEVERAGE	1~10	5
--RESERVES	1~10	7
--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	YES
--LISTED	YES/NO	NO
--OTHER MERIT FACTORS	YES/NO	YES
TOTAL		51

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.