MIRA INFORM REPORT

Report Date :

04.02.2012

IDENTIFICATION DETAILS

Name :	GIVAUDAN (INDIA) PRIVATE LIMITED (w.e.f.06.07.2009) GIVAUDAN FLAVOURS INDIA PRIVATE LIMITED MERGED WITH GIVAUDAN (INDIA) PRIVATE LIMITED
Formerly Known As :	VINAROM PRIVATE LIMITED (w.e.f. 11.03.1987) ROURE AROMA PRIVATE LIMITED
Registered Office :	Plot No. 26, 2^nd Cross Jigani Industrial Area, Anekal Taluk, Jigani – 562106, Karnataka
Country :	India
Financials (as on) :	31.03.2011
Date of Incorporation :	05.08.1985
Com. Reg. No.:	08-007056
Capital Investment / Paid-up Capital :	Rs.75.755 Millions
CIN No.: [Company Identification No.]	U24290KA1985PTC007056
TAN No.: [Tax Deduction & Collection Account No.]	BLRG00505B BLRV00133A
PAN No.: [Permanent Account No.]	AAACG6661N AAACV7454J
Legal Form :	Private Limited Liability Company
Line of Business :	Subject is the global leader in the fragrance and flavour Industry.
No. of Employees :	Not Available

RATING & COMMENTS

MIRA’s Rating :

A (64)

RATING		STATUS	PROPOSED CREDIT LINE
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

Maximum Credit Limit :	USD 8600000
Status :	Good
Payment Behaviour :	Regular
Litigation :	Clear
Comments :	Subject is a well established company having fine track. Financial position of the company appears to be sound. Trade relations are reported as fair. Business is active. Payments 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. Profit and Loss account for the current year is not available

NOTES :

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

ECGC Country Risk Classification List – September 30, 2011

Country Name	Previous Rating (30.06.2011)	Current Rating (30.09.2011)
India	A1	A1

Risk Category	ECGC Classification
Insignificant	A1
Low	A2
Moderate	B1
High	B2
Very High	C1
Restricted	C2
Off-credit	D

LOCATIONS

Registered Office :	Plot No. 26, 2^nd Cross Jigani Industrial Area, Anekal Taluk, Jigani – 562106, Karnataka, India
Tel. No.:	91-80-27826301
Fax No.:	91-80-27825343
E-Mail :	mohan.suvarna@givaudan.com india.finance@givaudan.com
Website :	www.givaudan.com
Branches :	401, Akruti Centre Point, 4^th Floor, MIDC – Central Road, MIDC, Andheri (East), Mumbai – 400093, Maharashtra, India

DIRECTORS

As on 26.09.2011

Name :

Mr. Mohanrao Chandappa Suvarna

Designation :

Whole-time director

Address :

Flat 1801/1802/1803, Samartha Aangan, Building No. 23 W – A, Off Lind Road, Oshiwara, Andheri (West), Mumbai – 400053, Maharashtra, India

Date of Birth/Age :

22.06.1958

Date of Appointment :

25.01.1999

DIN No.:

00269671

Name :

Mr. Gururaj Karur

Designation :

Whole-time director

Address :

Le Chateau, Flat No. 52, TPS – III, 15^th Road, Bandra (West), Mumbai – 400050, Maharashtra, India

Date of Birth/Age :

21.02.1965

Date of Appointment :

26.09.2009

DIN No.:

00316417

Other Directorship :

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
U85110MH1994PTC189922	Givaudan (India) Private Limited	Alternate director	25/11/2003	25/11/2003	-	Amalgamated	NO
U24290KA1985PTC007056	Givaudan (India) Private Limited	Whole-time director	29/09/2009	26/09/2009	-	Active	NO

Name :

Mr. Ajit Kumar Pal

Designation :

Whole-time director

Address :

Flat No 7, 7^th Floor, Sanghi Residency Situated at Final Plot No. 1215 of TPS IV, Mahim Division, Palki Guly, Off Cadell Road, Mumbai – 400025, Maharashtra, India

Date of Birth/Age :

01.10.1957

Date of Appointment :

26.09.2009

DIN No.:

00316419

Other Directorship :

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
U85110MH1994PTC189922	Givaudan (India) Private Limited	Managing director	20/07/1994	20/07/1994	-	Amalgamated	NO
U24290KA1985PTC007056	Givaudan (India) Private Limited	Whole-time director	29/09/2009	26/09/2009	-	Active	NO

KEY EXECUTIVES

Name :	Mr. K Gururaj
Designation :	Secretary
Address :	No. 3, S.B.I Officers Colony, Basavehwaranagar, Bangalore – 560079, Karnataka, India
Date of Birth/Age :	22.07.1967
Date of Appointment :	11.06.2009
PAN No.:	AAUPG9441P

MAJOR SHAREHOLDERS / SHAREHOLDING PATTERN

As on 26.09.2011

Names of Shareholders	No. of Shares
Givaudan SA, Switzerland	7575509
Givaudan SA, Switzerland	2
Total	7575511

Equity Share Break up (Percentage of Total Equity)

As on 26.09.2011

Category	Percentage
Foreign holdings( Foreign institutional investor(s), Foreign companie(s) Foreign financial institution(s), Non-resident Indian(s) or Overseas Corporate bodies or Others	100.00
Total	100.00

BUSINESS DETAILS

Line of Business :

Subject is the global leader in the fragrance and flavour Industry.

PRODUCTION STATUS AS ON 31.03.2010

Particulars	Unit	Actual Production
Perfumery Compounds	M.T	5416.44
Falvour Compounds	M.T	4044.24

Notes:

(i) It has been certified by the management that the installed capacity is annual capacity on triple shift basis and is dependent on batch size and product mix, and hence not ascertainable. This has been relied upon by the Auditors, being a technical matter.

(ii) Production includes goods manufactured at third party facilities.

GENERAL INFORMATION

No. of Employees :

Not Available

Bankers :

Not Available

Facilities :

Unsecured Loan	As on 31.03.2011 (Rs. in Millions)	As on 31.03.2010 (Rs. in Millions)
Working Capital Loans	67.317	82.641
Total	67.317	82.641

Banking Relations :

--

Auditors :

Name :

Deloitte Haskins and Sells

Chartered Accountants

Address :

12, Dr. Annie Besant Road, Opposite Shiv Sagar Estate, Worli, Mumbai – 400018, Maharashtra, India

PAN.:

AACFD4815A

Holding Company :

Givaudan SA

Fellow Subsidiaries :

· Givaudan Australia Pty Limited

· Givaudan Suisse SA

· Givaudan International SA

· Givaudan Fragrances (Shanghai) Limited

· Givaudan Flavours (Shanghai) Limited

· Givuaudan Deutschland GmbH

· Givaudan France Fragrances SAS

· Givaudan UK Limited

· Givaudan do Braseil Ltda.

· PT Quest International Indonesia

· Givaudan Japan KK

· Givaudan De Mexico SA de C. V

· Givaudan Nederland BV

· Givaudan Singapore Pte Limited

· Givaudan Flavours Corporation

· Givaudan Fragrances Corporation

· Givaudan South Africa (Pty) Limited

· Givaudan Egypt SAE

CAPITAL STRUCTURE

As on 31.03.2011

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
7575511	Equity Shares	Rs.10/- each	Rs.75.755 Millions

FINANCIAL DATA

[all figures are in Rupees Millions]

ABRIDGED BALANCE SHEET

SOURCES OF FUNDS		31.03.2011	31.03.2010	31.03.2009
SHAREHOLDERS FUNDS
1] Share Capital		75.755	75.755	82.270
2] Share Application Money		0.000	0.000	0.000
3] Reserves & Surplus		2086.353	1788.493	2014.482
4] (Accumulated Losses)		0.000	0.000	0.000
NETWORTH		2162.108	1864.248	2096.752
LOAN FUNDS
1] Secured Loans		0.000	0.000	0.000
2] Unsecured Loans		67.317	82.641	221.801
TOTAL BORROWING		67.317	82.641	221.801
DEFERRED TAX LIABILITIES		0.000	12.351	36.579
TOTAL		2229.425	1959.240	2355.132
APPLICATION OF FUNDS
FIXED ASSETS [Net Block]		497.589	423.051	508.439
Capital work-in-progress		7.099	23.349	10.948
INVESTMENT		0.000	0.000	0.000
DEFERREX TAX ASSETS		25.112	0.000	0.000
CURRENT ASSETS, LOANS & ADVANCES
	Inventories	915.452	689.990	470.216
	Sundry Debtors	1036.439	1264.255	904.450
	Cash & Bank Balances	219.330	67.276	508.057
	Other Current Assets	0.000	0.000	0.000
	Loans & Advances	599.564	464.604	509.223
Total Current Assets		2770.785	2486.125	2391.946
Less : CURRENT LIABILITIES & PROVISIONS
	Sundry Creditors	992.284	897.144	541.171
	Other Current Liabilities	40.076	32.958	5.804
	Provisions	38.800	43.183	9.226
Total Current Liabilities		1071.160	973.285	556.201
Net Current Assets		1699.625	1512.840	1835.745
MISCELLANEOUS EXPENSES		0.000	0.000	0.000
TOTAL		2229.425	1959.240	2355.132

PROFIT & LOSS ACCOUNT

	PARTICULARS		31.03.2011	31.03.2010	31.03.2009
	SALES
		Income	NA	4641.874	4574.100
		Other Income
		TOTAL	NA	4641.874	4574.100
Less	EXPENSES
		Office Expenses
		Administrative Expenses	NA	4075.591	3800.047
		Advertising Expenses
		Financial Expenses
		TOTAL	NA	4075.591	3800.047
	PROFIT BEFORE TAX, DEPRECIATION AND AMORTISATION		NA	566.283	774.053
Less/ Add	DEPRECIATION/ AMORTISATION		NA	108.585	36.222
	PROFIT BEFORE TAX		NA	457.698	737.831
Less	TAX		NA	143.930	257.932
	PROFIT AFTER TAX		NA	313.768	479.899
Add	PREVIOUS YEARS’ BALANCE BROUGHT FORWARD		NA	1212.742	483.409
	TRANSFERRED ON AMALGAMATION		NA	0.000	249.434
Less	APPROPRIATIONS
		Transfer to Capital Redemption Reserve		31.377	0.000
		Transfer to General Reserve	NA	6.515	0.000
		Proposed Dividend		18.939	0.000
		Tax on Dividend		3.145	0.000
	BALANCE CARRIED TO THE B/S			1466.534	1212.742
	EARNINGS IN FOREIGN CURRENCY
		Export Earnings	548.217	749.469	918.181
	TOTAL EARNINGS		548.217	749.469	918.181
	IMPORTS
		Raw Materials	NA	1762.413	1568.042
		Capital Goods		4.692	6.365
	TOTAL IMPORTS		NA	1767.105	1574.407
	Earnings Per Share (Rs.)		NA	41.42	58.33

KEY RATIOS

PARTICULARS		31.03.2011	31.03.2010	31.03.2009
PAT / Total Income	(%)	NA	6.76	10.49
Return on Total Assets (PBT/Total Assets}	(%)	NA	15.73	25.44
Return on Investment (ROI) (PBT/Networth)		NA	0.21	0.35
Debt Equity Ratio (Total Liability/Networth)		0.53	0.56	0.37
Current Ratio (Current Asset/Current Liability)		2.58	2.55	4.30

LOCAL AGENCY FURTHER INFORMATION

Note:

The registered address of the company #1301-4, Prestige Meridian I, # 29, M G Road, Bangalore, Karnataka, India has been shifted to the present address w.e.f. 23.12.2008

FIXED ASSETS

· Goodwill

· Trademark

· Technology

· Brand

· Leasehold Land

· Landscaping

· Buildings

· Plant and Machineries

· Furniture, Fixtures and Equipments

· Computers

· 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. 48.96
UK Pound	1	Rs. 77.46
Euro	1	Rs. 64.39

SCORE & RATING EXPLANATIONS

SCORE FACTORS	RANGE	POINTS
HISTORY	1~10	7
PAID-UP CAPITAL	1~10	7
OPERATING SCALE	1~10	7
FINANCIAL CONDITION
--BUSINESS SCALE	1~10	8
--PROFITABILIRY	1~10	7
--LIQUIDITY	1~10	7
--LEVERAGE	1~10	7
--RESERVES	1~10	7
--CREDIT LINES	1~10	7
--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		64

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.