MIRA INFORM REPORT

Report Date :

07.01.2012

IDENTIFICATION DETAILS

Name :	PUNJAB CHEMICALS AND CROP PROTECTION LIMITED (w.e.f. 16.11.2004)
Formerly Known As :	PUNJAB CHEMICALS AND PHARMACEUTICALS LIMITED
Registered Office :	S.C.O. 417-418, Sector – 35 – C, Chandigarh – 160022
Country :	India
Financials (as on) :	31.03.2011
Date of Incorporation :	19.11.1975
Com. Reg. No.:	53-003603
Capital Investment / Paid-up Capital :	Rs.71.900 Millions
CIN No.: [Company Identification No.]	L24231CH1975PLC003603
TAN No.: [Tax Deduction & Collection Account No.]	PTLA10391D
Legal Form :	A Public Limited Liability company. The company’s Share are Listed on the Stock Exchange.
Line of Business :	Manufacturer of Chemicals like Oxalic Acid, Diethyl Oxalate and Sodium Nitrite, etc.
No. of Employees :	1102 (Approximately)

RATING & COMMENTS

MIRA’s Rating :

Ba (50)

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

Maximum Credit Limit :	USD 2800000
Status :	Satisfactory
Payment Behaviour :	Usually correct
Litigation :	Clear
Comments :	Subject is an old and well established company having satisfactory track. Profitability of the company is under pressure. However, Networth of the company appears to be satisfactory. Trade relations are reported as fair. Business is active. Payments are reported to be usually 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.

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 :	S.C.O. 417-418, Sector – 35 – C, Chandigarh – 160022, India
Tel. No.:	91-172-2600955 / 2603120 / 2604127
Fax No.:	91-172-2603621
E-Mail :	pcpl_chd@satyam.net.in scschem@bom3.vsnl.net.in info@chd.pcplsts.com info@punjabchemicals.com
Website :	www.punjabchemicals.com
Corporate Office :	Plot No.: 645-646, 4th/5th Floor, Oberoi Chambers II, New Link Road, Andheri (West), Mumbai - 400 053, Maharashtra, India
Tel. No.:	91-22-2674 7900 (30 lines)
Fax No.:	91-22-2673 6193 / 78 / 26736013
E-Mail :	enquiry@punjabchemicals.com stschem@bom2.vsnl.net.in enquiry@pcplsts.com
Factory 1 :	Agro-Chemicals Division Milestone-18, Ambala Kalka Road, P.O.Bhankharpur, District SAS Nagar, Mohali - 140201, Punjab, India
Tel. No.:	91-1762-280086/280094/522253
Fax No.:	91-1762-280070
Factory 2 :	Industrial Chemical Division – U nit Excel Phospho Chem Excel PhosphoChem, Site No. I and II, H.A. Limited., Compound Pimpri, Pune-400 018, Maharashtra, India
Tel. No.:	91-20-27425647-9
Fax No.:	91-20-27425652
Factory 3 :	Sulphur Formulation Division D-2, M I D C, Lote Parshuram,Chiplun, Taluka: Khed, District Ratnagiri - 415722, Maharashtra, India
Tel. No.:	91-2356-272240-47
Fax No.:	91-2356-272341
Factory 4 :	Pharma Division – Unit Alpha Drug Villages: Kolimajra and Samalheri, P.O.: Lalru, District SAS Nagar Mohali (Punjab), India
Tel. No.:	91-1762-275519/506996
Fax No.:	91-1762-275308/506999
Factory 5 :	Industrial Chemicals Division – Tarapur E-51, M I D C Industrial Area, Tarapur, Boisar, District Thane, Maharashtra, India
Tel. No.:	91-2525-274664-65
Fax No.:	91-2525-272590
Factory 6 :	Agro Formulation Division, Vadodara 801, B-Tower, Alkapuri Arca der, R.C. Dutt Road, Vadodara -390005, Gujarat, India
Tel. No.:	91-265-2353990/ 2333896
Fax No.:	91-265-2840227
Branches :	Located at : · Ahmedabad · Hyderabad · New Delhi

DIRECTORS

As on 31.03.2011

Name :	Mr. G. Narayana
Designation :	Chairman
Name :	Mr. Shalil Shroff
Designation :	Managing Director
Qualification :	B. Com.
Date of Appointment :	15.01.1992
Name :	Mr. Atul G. Shroff
Designation :	Director (upto 11.02.2011)
Name :	Mr. Vijay Rai
Designation :	Director
Name :	Mr. Mukesh D. Patel
Designation :	Director
Name :	Mr. Jagdish R. Naik
Designation :	Director
Name :	Mr. Ajit R Sanghvi
Designation :	Director
Name :	Mr. Jai Parkash Bhambhani
Designation :	Director
Name :	Capt. S.S. Chopra (Retd.)
Designation :	Director
Name :	Mr. Shiv Shanker Tiwari
Designation :	Whole Time Director
Name :	Mr. Rupam Shroff
Designation :	Whole Time Director
Name :	Mr Avtar Singh
Designation :	Director (Operations and Business Development)
Name :	Mr. R. W. Khanna
Designation :	Nominee Director (w.e.f. 30.05.2011)

KEY EXECUTIVES

Name :	Mr. Punil K. Abrol
Designation :	Senior Vice President (Finance) and Secretary
Name :	Mr. Vipul Joshi
Designation :	Chief Financial Officer

MAJOR SHAREHOLDERS / SHAREHOLDING PATTERN

As on 30.09.2011

Category of Shareholders	No. of Shares	Percentage of Holding
(A) Shareholding of Promoter and Promoter Group
(1) Indian
Individuals / Hindu Undivided Family	1052390	14.49
Bodies Corporate	2602295	35.83
Sub Total	3654685	50.32
(2) Foreign
Individuals (Non-Residents Individuals / Foreign Individuals)	2500	0.03
Sub Total	2500	0.03
Total shareholding of Promoter and Promoter Group (A)	3657185	50.36
(B) Public Shareholding
(1) Institutions
Mutual Funds / UTI	6913	0.10
Financial Institutions / Banks	1079	0.01
Central Government / State Government(s)	122027	1.68
Insurance Companies	464976	6.40
Foreign Institutional Investors	9413	0.13
Sub Total	604408	8.32
(2) Non-Institutions
Bodies Corporate	587678	8.09
Individuals
Individual shareholders holding nominal share capital up to Rs.0.100 million	2019168	27.80
Individual shareholders holding nominal share capital in excess of Rs.0.100 million	301034	4.15
Any Others (Specify)	92712	1.28
Non Resident Indians	14596	0.20
Directors and their Relatives and Friends	78116	1.08
Sub Total	3000592	41.32
Total Public shareholding (B)	3605000	49.64
Total (A)+(B)	7262185	100.00
(C) Shares held by Custodians and against which Depository Receipts have been issued	--	--
(1) Promoter and Promoter Group	--	--
(2) Public	--	--
Total (A)+(B)+(C)	7262185	100.00

BUSINESS DETAILS

Line of Business :

Manufacturer of Chemicals like Oxalic Acid, Diethyl Oxalate and Sodium Nitrite, etc.

Products :

Product Description	Item Code No. (ITC)
Oxalic Acid	29171101
Diethyl Oxalate	29171109
Sodium Nitrite	28341001

PRODUCTION STATUS AS ON 31.03.2011

Particulars	Unit	Licensed Capacity	Installed Capacity	Actual Production
Oxalic Acid and Other Oxalates	MT	23600	15850	10817
Agro Chemicals and their intermediaries	MT	11320	7365	5166
Specialty Chemicals	MT	1755	2354	1399
Phosphorous based compounds*	MT	--	16200	8908
Organic Phosphates*	MT	--	2712	337
Inorganic Phosphates*	MT	--	3120	1001
Bulk Drug*	MT	--	360	150
Other Chemicals	MT	8600	3500	1544
Sulphur based Compound*	MT	--	12750	8203
	KL	--	300	103
Formulated Goods	Nos.	--	--	1062085
	MT	5400	5400	183
	KL	3800	3800	397
By-Products	MT	11035	--	12509

Notes:

1. Installed Capacity is as certified by the Management on which the auditors have relied.

2. Production includes 12,918 MT (Previous Year: 6,644 MT) quantities produced for internal consumption.

3. *Licensed Capacity is not applicable.

4. Closing Stock are after adjustments for in-transit, damages, shortages and sample issues.

GENERAL INFORMATION

No. of Employees :

1102 (Approximately)

Bankers :

· State Bank of India

· Bank of Baroda

· Export-Import Bank of India

· Allahabad Bank

· Union Bank of India

· Central Bank of India

Facilities :

Secured Loan	As on 31.03.2011 (Rs. in Millions)	As on 31.03.2010 (Rs. in Millions)
FROM BANKS
On Term Loan Accounts	1232.100	673.300
Interest Accrued and due on Term Loans	30.200	0.600
On Cash Credit and Working Capital Demand Loan Accounts	1865.000	2274.500
Interest Accrued and due on Cash Credit	17.500	0.000
Under Vehicle Finance Scheme	1.800	5.600
Under Housing Finance Scheme	8.300	9.800
FROM OTHERS	0.000	0.000
Under Housing Finance Scheme	3.800	4.600
Under Vehicle Finance Scheme	6.400	10.600
Finance Lease Obligation	5.400	7.400
Total	3170.500	2986.400
Unsecured Loan	As on 31.03.2011 (Rs. in Millions)	As on 31.03.2010 (Rs. in Millions)
Fixed Deposits [Amount repayable within one year: Rs.33.600 Millions (Previous Year: Rs.21.800 Millions)]	59.000	48.100
Inter-corporate Deposits [Amount due within one year Rs.96.300 Millions (Previous Year: Rs. 191.900 Millions)]	96.300	191.900
Short Term Loan from Banks	0.000	2.600
Loan from Others [Amount due within one year Rs. Nil (Previous Year: Rs.Nil)]	1.000	1.000
Interest Accrued And Due	4.900	2.700
Loan from Housing Development Finance Corporation Limited (Guaranteed by the Director of the Company) [Amount repayable within one year: Rs. 0.100 Million (Previous Year: Rs.0.100 Million)]	0.400	0.500
Total	161.600	246.800

Notes :

1 Under restructuring arrangement with the Allahabad Bank cash credit of Rs 500.000 Millions has been converted into Term Loan of Rs. 500.000 Millions (Previous Year: Rs. 500.300 as a Cash credit facility) and is secured by way of first pari passu charge on the fixed assets (Except Pharmaceutical division) and second

pari passu charge on the current assets of the company.

2 Term Loan from Export - Import Bank of India amounting to Rs. 206.700 Millions (Previous Year : Rs.232.500 Millions) is secured by first pari passu charge on the entire fixed assets of the Company both present and future, second pari passu charge on current assets of the company, Corporate guarantee from

S D Agchem, Belgium, personal guarantees by two directors, and by pledge of promoter's share in the name of Mr .Shalil Shroff held in the Company which is in the process of execution.

3 Further, under restructuring arrangement with Export - Import Bank of India, cash credit of Rs. 157.800 Millions (Previous year Rs. 157.800 Millions as cash credit) has been converted into working capital long term loan. The same is secured by first pari passu charge on the entire fixed assets of the Company both present and future, second pari passu charge on current assets of the company both current and future, personal guarantees by two directors, and by pledge of promoter's share in the name of Mr. Shalil Shroff held in the Company which is in the process of execution.

4 Under restructuring arrangement with Central Bank of India Short Term Loan is converted into Medium Term Loan amounting to Rs.247.300 Millions (Previous Year : 250.000 Millions) and is secured by way of collateral first pari passu charge on fixed assets of the company and second pari passu charge on the current assets of the Company and also by personal guarantees of one of the director.

5 Under restructuring arrangement with ICICI Bank Limited, Short Term Loan is converted into Medium Term Loan amounting to Rs.114.700 Millions (Previous Year: 129.900 Millions) and is secured by subservient charge on fixed assets and current assets of the Company.

6 The company has entered into an consortium agreement with State Bank of India (SBI) as lead bank, EXIM Bank, Bank of Baroda and Union Bank of India for cash credit and working capital demand loan. Under consortium agreement, cash credit and working capital facilities are secured by way of Hypothecation of entire Current Assets present and future on a pari passu basis with other members of the Consortium and collateral second charge on the movable fixed assets situated at Derabassi and Lalru in the state of Punjab, MIDC-Tarapur, Pimpari-Pune, Lote Parshuram-Chiplun in the state of Maharashtra.

7 Credit limits of Rs. 697.300 Millions (Previous Year : Rs.492.300 Millions) with State Bank of India are secured under above consortium agreement. Further, under restructuring, SBI has taken over term loan of Rs 609 Millions availed from HDFC Bank Limited and AXIS Bank and converted into working capital demand loan. Also

Term loan of Rs. 5.600 Millions (Previous year Rs Nil) from SBI is secured under above consortium agreement.

8 Under restructuring arrangement with Union Bank of India, Cash credit has been converted into Cash credit and working capital demand loan of Rs. 1,65.200 Millions (Previous Year : Rs. 247.300 Millions) and Rs. 89.200 Millions (Previous year : Rs. Nil) respectively and is secured by security provided under consortium agreement as mentioned above in additional to specific charge for working capital demand loan on Pharma division located in Lalru.

9 Under restructuring arrangement with Export-Import Bank of India Cash credit has been converted into Cash credit and working capital demand loan of Rs.145.000 Millions (Previous Year : Rs. 145.000 Millions) and is secured by personal guarantees of two directors, and by pledge of promoter's share in the name of Mr. Shalil Shroff held in the Company which is in the process of execution, in addition to security provided under consortium agreement as mentioned above.

10 Under restructuring arrangement with Bank of Baroda packing credit has been converted into working capital demand loan of Rs. 270.500 Millions (Previous year Rs 305.300 Millions as packing credit) and is secured by way of first charge on Pharma division located in Lalru and second charge on stock, book debts and fixed assets of the company in addition to security given under consortium agreement. Further, Cash credit of Rs. 463.000 Millions (previous year Rs. 426.500 Millions) is secured by security given under consortium agreement.

11 Cash credit from Indian Overseas Bank of Rs. 34.800 Millions (Previous Year Rs. Nil) is secured by Hypothecation of plant and machineries, stock and book debts and pledge of factory building and office premises of Parul Division in Vadodara.

12 Loans from HDFC Bank Limited under Vehicle Finance Schemes amounting to Rs.1.800 Millions (Previous Year : Rs. 5.600 Millions) are secured by a exclusive charge by way of hypothecation of vehicles under the said Schemes.

13 Loan from Housing Development Finance Corporation Limited for Rs.3.800 Millions (Previous Year : Rs.4.600 Millions) is secured by equitable mortgage by way of the deposit of the title deeds of the properties of respective employees who have availed the loan under said Schemes.

14 Loan from Kotak Mahindra Prime Limited under Vehicle Finance Scheme amounting to Rs. 6.300 Millions (Previous Year : 10.300 Millions) is secured by a exclusive charge by way of hypothecation of vehicle under said Scheme.

15 Loan from TATA Capital Limited under Vehicle Finance Scheme amounting to Rs.0.100 Millions (Previous Year : Rs. 0.300 Million ) is secured by exclusive charge by way of hypothecation of vehicles purchased under the said Scheme.

16 The finance lease obligation of Rs.5.400 Millions (Previous Year : Rs.7.400 Millions) is secured by the plant and machinery taken under said lease.

17 Housing Loan form ICICI Bank Limited amounting to Rs. 8.300 Millions (Previous Year : Rs. 9.800 Millions) is secured by a first charge by way of mortgage of residential flat situated at Mumbai.

Banking Relations :	--
Auditors :
Name :	S. R. Batliboi and Company Chartered Accountants
Address :	5^th Floor, Block B-2, Nirlon Knowledge Park, Off Western Express Highway, Goregaon (East), Mumbai-400 063, Maharashtra, India
Tel. No.:	91-22-67498000
Fax No.:	91-22-67498200
Subsidiaries of the Company :	· STS Chemicals (UK) Limited · S D Agchem (Europe) NV · Sintesis Quimica.S.A.I.C., Argentina · Agrichem B.V. · S D Agchem (Netherlands) B.V. · Parul Chemicals Limited · Agrichem Polska SP. Z.O.O., Poland · N.V. Agricultural Chemicals, Belgium · Agrichem Helvetia GmbH, Switzerland
Enterprises over which key management personnel and their relatives have significant influence :	· Eftec Shroff (India) Limited · Hemsil Trading and Manufacturing Private Limited · Chinmaya Metachem · Shalil Meta Chem
Joint Venture Company :	Stellar Marine Paints Limited

CAPITAL STRUCTURE

After 30.09.2011

Authorised Capital : Rs.180.000 Millions

Issued, Subscribed and Paid-up Capital : Rs.72.622 Millions

As on 31.03.2011

Authorised Capital :

No. of Shares	Type	Value	Amount
17800000	Equity Shares	Rs.10/- each	Rs.178.000 Millions
20000	9.8% Redeemable Cumulative Preference Shares	Rs.100/- each	Rs.2.000 Millions
	Total		Rs.180.000 Millions

Issued :

No. of Shares	Type	Value	Amount
7207925	Equity Shares	Rs.10/- each	Rs.72.100 Millions

Subscribed & Paid-up Capital :

No. of Shares	Type	Value	Amount
7192892	Equity Shares	Rs.10/- each	Rs.71.900 Millions

Notes:

Of the above shares:

1) 2155662 Equity Shares of Rs.10/- have been allotted as fully paid up by way of Bonus Shares out of General Reserve.

2) 2281568 Equity shares of Rs.10/- each fully paid-up have been allotted pursuant to a Scheme of Arrangement, without payments being received in cash.

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		71.900	71.900	65.900
2] Equity Share Suspense Account		0.700	0.000	20.500
3] Reserves & Surplus		638.400	682.100	1005.700
4] (Accumulated Losses)		0.000	0.000	0.000
NETWORTH		711.000	754.000	1092.100
LOAN FUNDS
1] Secured Loans		3170.500	2986.400	2137.800
2] Unsecured Loans		161.600	246.800	419.600
TOTAL BORROWING		3332.100	3233.200	2557.400
DEFERRED TAX LIABILITIES		0.000	0.000	145.700
TOTAL		4043.100	3987.200	3795.200
APPLICATION OF FUNDS
FIXED ASSETS [Net Block]		2481.600	1470.300	1063.000
Capital work-in-progress		94.000	110.400	394.300
INVESTMENT		389.100	452.100	401.200
DEFERREX TAX ASSETS		0.000	0.000	0.000
CURRENT ASSETS, LOANS & ADVANCES
	Inventories	531.700	698.000	756.800
	Sundry Debtors	1200.600	1354.300	1780.300
	Cash & Bank Balances	97.900	206.800	110.800
	Other Current Assets	29.600	56.000	41.400
	Loans & Advances	472.500	776.400	400.100
Total Current Assets		2332.300	3091.500	3089.400
Less : CURRENT LIABILITIES & PROVISIONS
	Sundry Creditors	893.800	702.200	803.400
	Other Current Liabilities	282.000	365.300	291.000
	Provisions	78.100	69.600	63.500
Total Current Liabilities		1253.900	1137.100	1157.900
Net Current Assets		1078.400	1954.400	1931.500
MISCELLANEOUS EXPENSES		0.000	0.000	5.200
TOTAL		4043.100	3987.200	3795.200

PROFIT & LOSS ACCOUNT

	PARTICULARS		31.03.2011	31.03.2010	31.03.2009
	SALES
		Income	3414.900	3026.800	4607.100
		Other Income from Operations	159.000	132.200	278.300
		Other Income	111.700	88.300	83.900
		Exceptional Income	61.900	0.000	0.000
		TOTAL (A)	3747.500	3247.300	4969.300
Less	EXPENSES
		Materials	2335.100	2104.500	3182.700
		Personnel Expenses	180.200	325.000	286.600
		Operating and Other Expenses	1000.600	818.500	947.000
		Prior Period Adjustments	0.000	0.000	15.300
		TOTAL (B)	3515.900	3248.000	4431.600
Less	PROFIT/ (LOSS) BEFORE INTEREST, TAX, DEPRECIATION AND AMORTISATION (A-B) (C)		231.600	(0.700)	537.700
Less	FINANCIAL EXPENSES (D)		297.600	443.400	344.900
	PROFIT/ (LOSS) BEFORE TAX, DEPRECIATION AND AMORTISATION (C-D) (E)		(66.000)	(444.100)	192.800
Less/ Add	DEPRECIATION/ AMORTISATION (F)		69.400	105.900	91.900
	PROFIT/ (LOSS) BEFORE TAX (E-F) (G)		(135.400)	(550.000)	100.900
Less	TAX (H)		0.100	(961.200)	48.600
	PROFIT/ (LOSS) AFTER TAX (G-H) (I)		(135.300)	(411.200)	52.300
	POST MERGER LOSS OF PARUL CHEMICAL LIMITED FOR THE YEAR ENDED MARCH 31, 2010		(2.800)	0.000	0.000
Add	PREVIOUS YEARS’ BALANCE BROUGHT FORWARD		0.000	122.600	101.900
Less	APPROPRIATION
		Proposed Dividend	0.000	0.000	9.900
		Tax on Dividend	0.000	0.000	1.700
		Transfer to General Reserve	0.000	0.000	20.000
	BALANCE CARRIED TO THE B/S		(138.100)	(288.600)	122.600
	EARNINGS IN FOREIGN CURRENCY
		Export of Goods (FOB basis)	1463.700	1071.900	1483.800
		Commission Earnings	0.200	0.000	0.000
		Other Earnings	45.700	107.000	37.400
	TOTAL EARNINGS		1509.600	1178.900	1521.200
	IMPORTS
		Raw Materials	736.900	710.200	940.900
		Stores & Spares	0.100	0.700	4.000
		Capital Goods	0.200	0.000	0.000
		Others	26.900	187.100	245.400
	TOTAL IMPORTS		764.100	898.000	1190.300
	Earnings Per Share (Rs.)		(18.64)	(58.95)	7.93

QUARTERLY RESULTS

PARTICULARS	30.06.2011 (1^st Quarter)	30.09.2011 (2^nd Quarter)
	UnAudited	UnAudited
Net Sales	826.700	976.100
Total Expenditure	802.700	903.300
PBIDT (Excl OI)	24.000	66.800
Other Income	13.100	12.200
Operating Profit	37.100	79.000
Interest	130.600	148.500
Exceptional Items	0.000	0.000
PBDT	(93.500)	(69.500)
Depreciation	32.300	31.800
Profit Before Tax	(125.800)	(101.300)
Tax	0.000	0.000
Provisions and contingencies	0.000	0.000
Profit After Tax	(125.800)	(101.300)
Extraordinary Items	0.000	0.000
Prior Period Expenses	0.000	0.000
Other Adjustments	0.000	0.000
Net Profit	(125.800)	(101.300)

KEY RATIOS

PARTICULARS		31.03.2011	31.03.2010	31.03.2009
PAT / Total Income	(%)	3.61	12.66	1.05
Net Profit Margin (PBT/Sales)	(%)	(3.96)	(18.17)	2.19
Return on Total Assets (PBT/Total Assets}	(%)	(2.81)	(12.05)	2.43
Return on Investment (ROI) (PBT/Networth)		(0.19)	(0.73)	0.09
Debt Equity Ratio (Total Liability/Networth)		6.45	5.79	3.40
Current Ratio (Current Asset/Current Liability)		1.86	2.72	2.67

LOCAL AGENCY FURTHER INFORMATION

OPERATIONS

The total income of the Indian operations of the Company increased to Rs.3680.000 Millions with a net loss of Rs. 130.000 Millions in the year against the total income of Rs. 3250.000 Millions and a net loss of Rs. 410.000 Millions in the previous year. The exports increased by 36% and were recorded at Rs. 1460.000 Millions against Rs. 1070.000 Millions in the previous year. It may be observed that operations of the Company had improved marginally in the year but not upto the level it should have been. The after effects of the global meltdown, disruption of operations in the Agro Chemicals Division due to fire and gestation period after repair of the plant caused shortage of working capital. The high interest cost of the existing debts further affected the working. There could be no infusion of capital from

the market as envisaged due to various reasons.

The operations of the overseas subsidiary companies have improved and accordingly, the consolidated income of the Company during the year was at Rs. 6800.000 Millions against Rs. 5830.000 Millions in the previous year with 17% increase. Accordingly, the overall loss of the Company on consolidated basis reduced to Rs. 60.000 Millions against loss of Rs. 590.000 Millions in the previous year.

The working of Agrichem B.V., a subsidiary Company, has improved with new product mix resulting to a higher gross margin. The Company added new customers for its products and obtained few new registrations in the European countries. The Company is now able to compete in the Crop Protection industry with its efforts, knowledge of clients and leading products. During the year, the sales of this subsidiary Company was Rs.1780.000 Millions against Rs. 1450.000 Millions and PAT of Rs. 60.000 Millions against the loss of Rs. 130.000 Millions in the previous year, after providing amortization of Registration expenses.

In Sintesis Quimica, Argentina, another subsidiary Company, the income has increased to Rs. 169 Millions from Rs. 1210.000 Millions in the year with a PAT of Rs. 31.800 Millions against Rs. 37.300 Millions in the previous year. However, the profit did not increase in proportion to increase in sales due to enormous increase in the cost of labour and high inflation in that country.

OUTLOOK

The Company has the facilities of manufacturing technicals and branded formulations of agro chemicals business. In addition, Pharma, Industrial Chemicals and specialized bio-products add to the business prospects.

The Company has the potentials, zeal to grow, employees' dedication and market of the products. The only constraint is high debt and less capacity utilization due to working capital shortage. The efforts are continued for infusion of Capital in the system to reduce pressure of the debts. The synergy of utilization of product registrations in India and Overseas, mixed product portfolio and efficiency in the manufacturing processes are the key factors to bring turnaround in the Company. The integration of products manufacturing in Indian units with the overseas registrations will add value, once the production capacity is fully utilized.

Therefore, the outlook of the Company in the medium to long term is growth oriented barring unforeseen circumstances.

MANAGEMENT DISCUSSION AND ANALYSIS

Business Segment - Agro Chemicals and Other Chemicals

(a) Industry Structure and Development:

The year 2010-11 has been a classic year of economic recovery for India. The Indian economy remained on the path of rapid resurgence which began in 2009-10. As per the Advance Estimates released by CSO, the Indian economy has achieved a growth in real GDP of 8.6% in 2010-11 against 8% in 2009-10 and 6.08% in 2008-09. The robust industrial growth and fiscal consolidation have brought the economy under strain from the high inflation. Inflation peaked around March and April 2010 and has since been on a downward trend despite a disturbing turnaround in December 2010. The food inflation had remained high even more than last year. Last year the main drivers of food inflation were pulses, cereals and sugar which could be attributed to monsoon deficiency, whereas this year inflation seems to be driven by demand factors despite higher supply levels. In one of the report issued by Universal Ecological Fund, by 2020, considering the impacts of climate change and population growth, global wheat production will experience a 14% deficit between production and demand; global rice production an 11% deficit and a 9% deficit in maize production. Therefore, increasing agriculture production and productivity is a necessary condition for ensuring national food security, livelihood security, and nutritional security. In view of the above, use of agrochemicals has become the necessity of the farmers to save crops to increase the productivity. Further, growing varieties of various pests, diseases and their growing resistance to various pesticides will keep the demand for new products of agrochemicals upbeat.

(b) Opportunities and Threats:

The Company has the forward looking approach and clear vision. The manufacturing of various technical agrochemicals supported with various formulations are the right combination to grow.

The investment in obtaining various registrations and acquisition of strategic Companies in the Latin America and Europe are the added advantage and have strengthened the Company's presence in the Global Agrochemical Industry. The results of Sintesis Quimica, Argentina are encouraging. It has increased its presence in the local and international biological market. Agrichem B.V, another subsidiary Company, is currently exporting to over 15 countries and aims to capture the market in Africa and Middle East. The significant investment in the Product registrations will enable launching of several products in the coming years.

The area of operations of the domestic formulated agro-chemical products was restricted due to shortage of working capital. The growth potential is immense in Herbicides and Fungicides segment on which the Company has focus. In developed countries, environment friendly herbicides are preferred and their requirement is consistently growing whereas the use of insecticides is declining. The new biological agro products segment from an overseas subsidiary will add value to the business.

Liquidity, high cost of debt, longer period of debt realisation, registration process, frequent replacement of the agro chemicals and the international situation are few of the threats to the Company's business. The risks are controlled by the management as adequately as possible.

(c) Performance and outlook:

The Company is engaged in business of manufacturing of various Agro-technicals, Agro-formulations, API's, Pharmaceutical Intermediates, Phosphorous Derivatives and Specialty Chemicals. It is a matter of concern that inspite of available opportunities, the Company could not utilise full capacity due to constraint of working capital after the global meltdown and fire in one of the Agro Chemicals unit in Punjab in April, 2009. The Company could only run operations with limited resources in the year . There was no infusion of capital from the market as envisaged inspite of the best efforts. During the year, the Company had requested the banks for harmonization of their terms and restructure the loans and other working capital facilities. The banks have accepted the same. The restructuring of loans will enable the Company to have more moratorium for repayment and reduction in interest.

The capacity utilisation in the plants have shown an increasing trend inspite of various hiccups. The Working Capital shortage delayed the running of the Agrochemicals plant in full swing. However, it is a matter of satisfaction that the customers have cooperated with the Company by lifting the material as per the availability.

The manufacturing of agrochemicals, speciality chemicals, phosphorous based compounds and formulated agro chemicals remain the major area of operations. The quality and service provided by the Company have helped to retain all the customers.

Business Segment – Pharma

(a) Industry Structure and Development:

According to one of the reports released by IMS Health, the global pharmaceutical market is expected to rebound in 2011 with 5% to 7 % growth in the coming year, as compared to 4% to 5% in 2010.

India's pharmaceutical industry is third largest in the world in terms of volume and stands 14th in terms of value. It is set to grow rapidly in the next few years as global patents of billions of dollars worth of drugs will expire in the near future, setting the stage for spurt in exports especially in the area of generic drugs.

The Company entered into a pharma business in 2003 after acquisition of the erstwhile Alpha Drug India Limited (ADIL), now merged in the Company. The division is growing and had started manufacturing another API. The number of products have increased. The CRAM business in the division is giving good return and helps in full utilisation of the infrastructure.

(b) Opportunities and Threats:

The international pharmaceutical market is highly competitive. The launching of new products and Research and Development are the key factors of success of any pharma unit. The manufacturing of fine chemicals, API and the contract manufacturing require highest standards and conformity to the procedures and specifications prescribed by the Principal.

(c) Performance and Outlook:

The Pharma Division of the Company has improved working by adding new products. The pharma plant has a GMP certification from the State Government. It has C.O.S. (Certificate of Suitability) for the European market for its key product - Trimethoprim. It also has ISO 9001:2000 and ISO 14001: 2004 Certificates. DNV approval of Fami QS has opened European market for food additives, being manufactured by the Company.

During the year, this division has been inspected and approved for the supply of Trimethoprim and Albendazole to European Market by European Directorate for the Quality of Medicines and Healthcare. The division has also obtained GMP certificate from Danish Medicines Agency, Denmark.

Subsidiaries /Acquisition/Joint Venture

The Company has merged its 70% owned subsidiary Company, Parul Chemicals Limited during the year. SD Agrichem (Europe) NV is the wholly owned overseas subsidiary of the Company. SD Agrichem Netherlands B.V. and Sintesis Quimica, S.A.I.C. are the wholly owned subsidiary companies of SD Agrichem(Europe) NV. SD Agrichem Netherlands B.V, further has a subsidiary named Agrichem B.V. which also has three subsidiaries and accordingly all these companies become subsidiary companies of Punjab Chemicals and Crop Protection Limited. The Company's list of subsidiary therefore, includes (i)STS Chemicals (UK) Limited., (ii)SD AgChem (Europe) NV, (iii)Sintesis Quimica, Argentina, S.A.I.C. (iv)Agrichem B.V., Netherlands, (v)N.V. Agricultural Chemicals, (vi)Agrichem Helvetia GmbH, (vii) Agrichem, Polska., Poland and (viii)SD Agchem Netherlands, 1B.V., USA. Nedab APS, Denmark and Kapchem Limited, Ireland were the joint ventures of the erstwhile 'Pegevo' and now known as Agrichem, B.V. and the same have also become the Joint Ventures of the Company.

Financial Performance and Analysis

During the year , the net sales of the Company increased from Rs. 3030.000 Millions to Rs. 3410.000 Millions. The net loss decreased to Rs. 130.000 Millions against Rs. 410.000 Millions in the previous year, after adjusting certain expenses from Business Reconstruction Reserve Account. The exports increased by 36% to Rs. 1460.000 Millions against Rs. 1070.000 Millions in the previous year.

Amalgamation of Parul Chemicals Limited with the Company

The scheme of arrangement ("the Scheme") pursuant to section 391 to 394 read with section 78 and 100 to 103 of the Companies Act, 1956, for financial restructuring of the Company and amalgamation of the erstwhile Parul Chemicals Limited (PCL) (hereinafter referred to as 'Transferor Company') with Punjab Chemicals and Crop Protection Limited (PCCPL) (hereinafter referred to as 'Transferee Company'), approved by the members at a court convened meeting of PCCPL and as approved by the members of PCL, was subsequently sanctioned by the Hon'ble High Courts of Punjab and Haryana at Chandigarh and High Courts of Gujarat at Ahmedabad vide orders dated 11th March, 2011 and 23rd March, 2011 respectively. Consequently upon the aforesaid approval, the assets and liabilities of PCL have been transferred to and vested in the Company with retrospective effect from April 01, 2009 (the Appointed date). The Scheme has accordingly been given effect to in these accounts.

UNAUDITED STANDALONE FINANCIAL RESULTS FOR THE QUARTER ENDED 31.09.2011

(Rs. In Millions)

Particulars	30.09.2011 Quarter Ended (Unaudited)	30.09.2011 Half Year Ended (Unaudited)
Sales	975.000	1779.300
Excise Duty	59.300	96.200
1. Net Sales / Income from Operations	915.700	1683.100
2. Other Operating Income	60.400	119.700
Total Income (1+2)	976.100	1802.800
Expenditure
1. (Increase)/decrease in Stock in Trade	55.100	32.500
2. Consumption of Raw Materials(Including project bought outs)	526.300	999.500
3. Purchase of traded goods	47.600	106.600
4. Personnel Cost	94.700	190.400
5. Depreciation	31.800	64.100
6. Other Expenditure	185.600	383.100
Total Expenditure	941.100	1776.200
Profit / (Loss) From Operations before other Income Interest and Exceptional Items	35.000	26.600
Other Income	12.200	25.300
Profit/(Loss) before Interest and Exceptional items	47.200	51.900
Interest	148.500	279.100
Profit / (Loss) after interest before Exceptional items	(101.300)	(227.200)
Exceptional Items	0.000	0.000
Profit / (Loss) From Ordinary activities before Tax	(101.300)	(227.200)
Current and Differed Tax	0.000	0.000
Net Profit/(Loss) From Ordinary activities after Tax	(101.300)	(227.200)
Extraordinary Items	0.000	0.000
Net Profit/(Loss) for the period	(101.300)	(227.200)
Paid Up Equity Share Capital ( Face Value of the share Rs.10/- each )	72.600	72.600
Reserves (Excluding Revaluation Reserves)	0.000	0.000
Earning / loss per share
-Basic	(13.95)	(31.29)
-Diluted	(13.95)	(31.29)
Public Share Holding
- Number of Shares	3605000	3605000
- Percentage of shareholding	49.64	49.64
Promoters and Promoter group share holding
a) Pledged / Encumbered
- Number of Shares	150000	150000
- Percentage of share (as a % of the total shareholding of promoter and promoter group)	4.10	4.10
- Percentage of shares(as a % of the total share capital of the company)	2.07	2.07
b) Non-encumbered
- Number of Shares	3507185	3507185
- Percentage of Share (as a % of the total shareholding of promoter and promoter group)	95.90	95.90
- Percentage of Share (as a % of the total share capital of the company)	48.29	48.29

STATEMENT OF ASSETS AND LIABILITIES

(Rs. in Millions)

Particulars	30.09.2011	30.09.2011
	(Unaudited)
Shareholders Funds
Capital	72.600		71.900
Reserves and Surplus	411.100		498.700
Loan Funds
Secured	3245.100		3182.000
Unsecured	176.400		216.900
Deferred Tax Liabilities	0.000		0.000
Total	3905.200		3969.500
Fixed Assets	2534.600		1572.500
Investment	388.800		416.900
Current Assets, Loans and Advances
Inventories	495.500		611.800
Sundry Debtors	1400.900		1536.700
Cash and Bank Balances	65.100		193.800
Other Current Assets	44.700		37.000
Loans and Advances	484.600		793.300
Less : CURRENT LIABILITIES and PROVISIONS
Liabilities	1420.000		1117.000
Provisions	89.000		75.500
Net Current Assets	981.800		1980.100
Total	3905.200		3969.500

Contingent Liabilities not provided for (As on 31.03.2011):

Bills of Exchange discounted - Rs.32.400 Millions

ii) Claims against the Company not acknowledged as debts :

- Excise duty matters in dispute or under appeal – Rs.14.900 Millions

- Income Tax matters in dispute or under appeal – Rs.6.100 Millions

- Demand raised by Sales Tax Authorities – Rs.1.100 Millions

- Labour laws matters in dispute or under appeal – Rs.0.900 Million

- Demand raised by previous land owners – Rs.32.700 Millions

- Other Claims – Rs.0.600 Million

iii) Counter Guarantees given to Banks – Rs.32.800 Millions

iv) Corporate Guarantee given on behalf of Subsidiary Companies – Rs.832.400 Millions

(Guarantee given in foreign currency are revalued at closing exchange rates)

[Includes Corporate Guarantee given to State Bank of India of Rs.44.600 Millions which is also secured by a first charge on the entire fixed assets (including immovable property) of the company]

FIXED ASSETS

· Freehold Land

· Leasehold Land

· Buildings

· Plant and Machinery

· Electric Installations

· Furniture, Fixtures and Equipments

· Vehicles

· Computer Software

· Computer License

· Product Registration

BUSINESS DESCRIPTION

Subject is engaged in business of agro chemical and is manufacturing in technical grade and formulating pesticides, herbicides, fungicides and biocides. It has presence in both the domestic and international markets. The company operates in two business segments: agro chemicals and other chemicals, and Pharma. The Company’s products included oxalic acid, diethyl oxalate and sodium nitrite. During the fiscal year ended, December 31, 2011, the Company has merged its 70% owned subsidiary Company, Parul Chemicals Limited. Its subsidiaries include SD Agrichem Netherlands B.V., Sintesis Quimica, S.A.I.C., STS Chemicals (UK) Limited, SD AgChem (Europe) NV, Sintesis Quimica, Argentina, S.A.I.C., N.V. Agricultural Chemicals, Agrichem Helvetia GmbH, Agrichem, Polska., Poland and SD Agchem Netherlands, 1B.V., USA. Nedab APS, Denmark and Kapchem Limited. For the fiscal year ended 31 March 2010, Subject's revenues decreased 22% to RS5.83B. Net loss totaled RS587.9M, up from RS9.2M. Revenues reflect a reduction in income from chemicals business segment. Higher loss also reflects an increase in personnel cost, a rise depreciation and amortization charges, higher interest and other financial charges and increased stores and spares consumed.

BOARD OF DIRECTORS

Gattu Narayana (Non-Executive Independent Chairman of the Board)

Shri. G. Narayana is Non-Executive Independent Chairman of the Board of Subject. He has experience in Engineering, Operations, General Management, Corate Management and Management of Synergy of Group Companies. His qualifications include Graduation in Electrical and Electronics Engineering and Post Graduate in Management Studies. His other Directorship include Yash Paper Mills Limited, Aryan Paper Mills Limited, Laopala R G Glass Limited, Excel Industries Limited, and a mentor to Mahavir Groupof Enterprises. He is a Corporate and Business Contributor, a path making Author, Trainer and Spiritual' Teacher, effective Counselor, committed Peace Contributor, inspiring leader, loving mentor having insightful exponent of Gita, Yoga and other spiritual paths of the world. He has an experience of more than 45 years in the Engineering, Operations, General Management, Corporate Management and Management of synergy of Group Companies. His learning includes a study of Vedas, Gita, the Upanishads, the Dhamma Pada and Indian Philosophy, Indian Ethos, Meditation, Tao, and Zen. He is the author of several path-making master pieces. He has translated "Bhagavad Geeta" (Song Supreme) into Telugu and English Poetry and written Several articles on Upanishads. "Naitiami Bharata Mata" is a song of India visualised by Narayana. His "e-books" include "ABCD for Children1, "ABCD for Youth", "ABCDfor Adults" and ABCDfor Elders". In October, 2004 he received the prestigious "International Spirit at Work Award" on behalf of Excel, where he contributed for spirituality in Board, Management and Work. He is in association with Ramakrishna Mission, Ahmedabad Management Association, Chinmaya Mission, Symbiosis and Baroda Management Association. Visited several countries on Business, Educational and Spiritual Missions.

S. S. Chopra (Non-Executive Non-Independent Director)

Captain (Retired) S. S. Chopra is Non-Executive Non-Independent Director of Subject. He has experience of organization capabilities. He has served in Indian Air Force for 15 years arid Air India for 26 years. He served as a Commissioned Officer in the I.A.F.-from 1961 to 1976 as a pilot and took part in three wars i.e. 1962,1965 and 1971. He served as an Examiner and instructor and was also a member of the Air Crew Examining Board. He served in Air India as a pilot from' 1976 to 2002. He is on the Board of the Company since 18.8.2004. He is not a member of any committee in any Company.

R. W. Khanna (Director - Nominee of Export-Import Bank of India)

Shri. R. W. Khanna is Director - Nominee of Export-Import Bank of India of Subject. He is a Chief General Manager of EXIM Bank.

Jagdish R. Naik (Non-Executive Non-Independent Director)

Shri. Jagdish R. Naik is Non-Executive Non-Independent Director of Subject. He is Chartered Accountant. He was a partner in a reputed firm of Chartered Accountants of M/s S.V. Ghatalia and Associates for about nine years from 1983 to 1992. Presently, he advises many companies on corporate matters including Amalgamation, Demerger, Joint Ventures, Business Valuation, Income Tax and Company Law matters. He has been rendering services as Corporate Advisor to Excel Industries Limited, Transpek Silox Industry Limited and Shah Granites Group of Companies. He is also a director in several companies including Excel Crop Care Limited, Acrysil Limited, Anshul Specialty Molecules Limited, Agrocel Industries Limited, Excel Industries (Europe) N.V., Excel Industries (Australia) Ply. Limited, and Excel Genetics Limited. He is a member of the Audit Committee and Shareholders/Investors Grievance Committee of Excel Crop Care Limited.

Mukesh D. Patel (Non-Executive Independent Director)

Shri. Mukesh D. Patel is Non-Executive Independent Director of Subject. He is a graduate in Chemical Engineering. Besides having over 36 years experience in various areas of finance and corporate management at Director level. He had been active in various industry related trade associations like ICMA. CHEMEXCIL. He is also associated with trade related associations. At present he is on the Board of Transpek Finance Limited, Universal Esters Limited, Infinity Consultants Limited, Torrential Investment Private Limited, Shilchar Electronic Limited, Gujarat Automotive Gears Limited, Transpek lndustry Limited and Banco Products (lndia) Limited.

Vijay Rai (Non-Executive Independent Director)

Shri. Vijay Rai is Non-Executive Independent Director of Subject. He is a B. Tech from IIT Kharagpur and further done courses in marketing and personnel management. He has over forty years experience in Industry out of which 28 years was with the industrial group in India "the Tata group". He has worked in 12 different industries with the group such as food processing, engineering, chemicals and fertilisers. He was the CEO for over 12 years of Rallis India Limited(Rallis), the = Agrochemicals Company in India at that time. He was responsible for the growth of Rallis from Rs. 25.0000 Millions to over Rs. 120.000 Millions in ten years. He was awarded in 1999 the "Most Admired Manager" in the Industry by the Pesticide Formulators and Manufacturers Association. He is also on the Board of English India Clays Limited, Navneet Publications (India) Limited, Greaves Cotton Limited, Greaves Leasing Finance Limited, TechPak Industries Limited (Nairobi, Kenya), Polygel Industries Private Limited, Viswas Business Synergies Limited, Prince Ware International Private Limited, Akola Chemicals (India) Limited and Sri Biotech Laboratories Limited. He is also the Chairman of Audit Committee of English Indian Clays Limited and a member in the Audit and Shareholders/Investors Grievance Committee of Greaves Cotton Limited.

Shalil S. Shroff (Chief Executive Officer, Managing Director, Executive Director)

Shri. Shalil S. Shroff is Chief Executive Officer, Managing Director, Executive Director of Subject. His Qualifications include Management Diploma from the University of Deopage - USA. and B.Com. He is associated with the Company since 1992. He started working at the operational level and reached the position of the Managing Director after passing through various stages. He was appointed as the Executive Director with effect from 15th January, 1998, appointed as the Managing Director from 15.01.2003 to 14.01.2006 and further re-appointed from 15.01 2006 to 14.01.2009. He is on the Board of Eftec Shroff (India) Limited, Hem-Sil Trading and Manufacturing Private Limited, STS Chemicals (UK) Limited, SD Agchem (Europe) NV, Sintesis Quimica, Stellar Marine Paints -Limited and Agrichem B.V.

Avtar Singh (Director - Operations and Business Development, Non-Independent Whole Time Director)

Shri. Avtar Singh is Director - Operations and Business Development, Non-Independent Whole Time Director of Subject. He holds B.Sc. and has over 27 years of experience. He also served in Gharda Chemicals (Private) Limited, as Jr. Chemist.

Shiv Shanker Tiwari (Non-Independent Whole-Time Director)

Shri. Shiv Shanker Tiwari is Non-Independent Whole-Time Director of Subject. He is M.Sc and Diploma in Business Management and has over 33 years of experience. He was associated with the erstwhile STS Chemicals Limited (now amalgamated with the Company) since last 30 years and was the Whole-time Director for around 10 years. He has worked at the operational level and look after the domestic market of various chemicals and also manage production sites located in Maharashtra.

PRESS RELEASES

Punjab Chemicals and Crop Protection's director resigns

India, November 12 -- Punjab Chemicals and Crop Protection has informed that Ajit R. Sanghvi, director (non executive) has resigned from the directorship of the company. The Board in its meeting held on November 08, 2011 has accepted his resignation with immediate effect. The above information is part of the company's filing submitted to the BSE.

Resignation of Directors

India, August 11 -- Punjab Chemicals and Crop Protection Limited has informed BSE that Shri J. H. Bhambhani Director (Non Executive) and Mrs. Rupam S. Shroff, Whole time Director have resigned from the Directorship of the Company. The Board in its meeting held on August 11, 2011 have accepted their resignation with immediate effect.

Revised Financial Results for June 30, 2011

India, August 11 -- Punjab Chemicals and Crop Protection Limited has informed BSE about the Revised Financial Results for the period ended June 30, 2011.

Appointment of Nominee Director

India, June 23 -- Punjab Chemicals and Crop Protection Limited has informed BSE that the Export- Import Bank of India (EXIM), banker of the Company, has appointed Shri R. W. Khanna, Chief General Manager of EXIM Bank, as its Nominee Director on the Board of the Company.

PCCPL gets HC approval for scheme of amalgamation

India, May 06 -- Punjab Chemicals and Crop Protection (PCCPL) has received an approval for the scheme of amalgamation of Parul Chemicals (PCL) with itself from High Court of Punjab and Haryana at Chandigarh and High Court of Gujarat at Ahmedabad vide orders dated March 11, 2011 and March 23, 2011 respectively. The company has filed Form 21 with the Registrar of Companies (ROC) Gujarat on March 25, 2011 and with ROC Chandigarh on March 26, 2011 for submission of Court orders. The company has further informed that, the effective date of amalgamation is March 26, 2011. However, the appointed date shall remain as April 01, 2009. Further, the company will soon begin the process of issuing of equity shares to the shareholders of PCL as per the exchange ratio approved by the High Courts. PCCPL is engaged in the manufacturing of agrochemicals, pharmaceutical intermediates, APIs, phosphorous derivatives and specialty chemicals.

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.52.78
UK Pound	1	Rs.81.79
Euro	1	Rs.67.46

SCORE & RATING EXPLANATIONS

SCORE FACTORS	RANGE	POINTS
HISTORY	1~10	7
PAID-UP CAPITAL	1~10	6
OPERATING SCALE	1~10	5
FINANCIAL CONDITION
--BUSINESS SCALE	1~10	6
--PROFITABILIRY	1~10	3
--LIQUIDITY	1~10	6
--LEVERAGE	1~10	6
--RESERVES	1~10	6
--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	YES
--OTHER MERIT FACTORS	YES/NO	YES
TOTAL		50

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.