MIRA INFORM REPORT

Report Date :

15.03.2012

IDENTIFICATION DETAILS

Name :	ARMACELL INDIA PRIVATE LIMITED
Registered Office :	Gat No.744 and 745, Village Lonikhand, Pune Nagar Road, Pune-412216, Maharashtra
Country :	India
Financials (as on) :	31.03.2011
Date of Incorporation :	12.04.2005
Com. Reg. No.:	11-152593 (Old) 11-131939 (New)
Capital Investment / Paid-up Capital :	Rs. 7.547 Millions
CIN No.: [Company Identification No.]	U24293MH2005PTC152593 (Old) U24293PN2005FTC131939 (New)
TAN No.: [Tax Deduction & Collection Account No.]	MUMA25245D
PAN No.: [Permanent Account No.]	AAFCA1528D
Legal Form :	Private Limited Liability Company
Line of Business :	Manufacturer, Importer and Exporter of engineered foam products
No. of Employees :	100 (Approximately)

RATING & COMMENTS

MIRA’s Rating :

Ba (52)

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

Maximum Credit Limit :	USD 960000
Status :	Good
Payment Behaviour :	Regular
Litigation :	Clear
Comments :	Subject is a part of Armacell, World-wide. It is a well established company having fine track. General financial position is good. Trade relations are reported as fair. Business is active. Payments are reported to be correct and as per commitments. The company can be considered normal for business dealings at usual trade terms and conditions.

NOTES :

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

INFORMATION PARTED BY

Name :	Mr. Akash
Designation :	Finance Executive
Contact No.:	91-20-66782000
Date :	13.03.2012

LOCATIONS

Registered/ Head Office/ Factory :	Gat No.744 and 745, Village Lonikhand, Pune Nagar Road, Haveli, Pune-412216, Maharashtra, India
Tel. No.:	91-20-25661979 / 66782000
Fax No.:	91-20-66782073
E-Mail :	india.office@armacell.com rahul.jhalawad@armacell.com alwin.salins@armacell.com
Website :	www.armacell.com
Area :	15000 sq. ft (approximately)
Location :	Owned

DIRECTORS

AS ON 15.09.2011

Name :	Mr. Hans Fritz Bolliger
Designation :	Director
Address :	Kappeliweg, 20, 4802, Strengelbach, Switzerland
Date of Birth :	10.04.1953
Date of Appointment :	18.05.2011
DIN No.:	03550866
Name :	Mr. Keshab Jagmohan Chopra
Designation :	Director
Address :	S-17, Konark Campus, Viman Nagar, Pune-411014, Maharashtra, India
Date of Birth :	10.06.1973
Date of Appointment :	12.04.2005
DIN No.:	00139971

KEY EXECUTIVES

Name :	Mr. Rahul Jhalawad
Designation :	Company Secretary
Address :	L3-401, Brahma Sunicity, Wadgaon Sheri, Offnagar Road, Pune – 411104, Maharashtra, India
Date of Birth/Age :	28.02.1978
Date of Appointment :	01.10.2008
Pan No.:	AENPJ9101L
Name :	Mr. Akash
Designation :	Finance Executive

MAJOR SHAREHOLDERS / SHAREHOLDING PATTERN

AS ON 15.09.2011

Names of Shareholders	No. of Shares
Armacell International Gmbh, Germany	754669
Armacell Gmbh, Germany	1
Total	754670

AS ON 15.09.2011

Equity Shares Break Up	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 :

Manufacturer, Importer and Exporter of engineered foam products

Products :

Item Code No. (ITC Code)	Product Description
40091100	Armaflex Tubes
40081110	Armaflex Sheets
40081190	Armasound Sheets

Exports :

Countries :

· Srilanka

· Bangladesh

· Saudi Arabia

· Middle East Countries

Imports :

Products :

Raw Materials

Countries :

China

Terms :

Selling :

Depends

Purchasing :

Depends

PRODUCTION STATUS (AS ON 31.03.2011)

Installed Capacity: 120000 Cubie Meters (CBM)

Particulars	Unit	Actual Production
Sheets	Sq.meters	2523790
Tubes	Linear meters	4841930

GENERAL INFORMATION

Customers :

Manufacturer

No. of Employees :

100 (Approximately)

Bankers :

· Kotak Mahindra Bank, Pune, Maharashtra, India

Facilities :

Secured Loan	Rs. In Millions 31.03.2011	Rs. In Millions 31.03.2010
Term Loan (secured by movable plant and machinery)	27.591	38.459
Repayable within one year Rs. 17.422 Millions (Previous year Rs. 16.999 Millions)
Total	27.591	38.459
Unsecured Loan	Rs. In Millions 31.03.2011	Rs. In Millions 31.03.2010
External commercial borrowing (ECB) from Armacell International GmbH Repayable within one year Rs. 63.085 Millions (euro 1000000) (previous year Rs. 46.290 millions) (euro 765000)	63.085	60.514
Interest accrued and due	2.045	19.837
Total	65.130	80.351

Banking Relations :	--
Financial Institution :	TATA Capital Limited, One Forbes, Dr. V.B. Gandhi Marg, Fort, Mubai-400001, Maharashtra, India
Auditors :
Name :	Price Waterhouse and Company Chartered Accountant
Address :	Mutha Towers, 5^th Floor, Suite No.8, Airport Road, Yerwada, Pune-411006, Maharashtra, India
Pan No.:	AAAFP8828M
Holding Company :	· Armacell International GmbH, Germany
Principal Shareholders of the holding company :	Armacell International Holding Gmbh
Fellow Subsidiaries :	Armacell Enterprise Gmbh Armacell Switzerland SA Armacell Gmbh Armacell LLC Armacell UK Limited Armacell Italia Spa Armacell Logistics Gmbh

CAPITAL STRUCTURE

AS ON 31.03.2011

Authorised Capital :

No. of Shares	Type	Value	Amount
7400000	Equity Shares	Rs.10/- each	Rs. 74.000 Millions

Issued, Subscribed & Paid-up Capital :

No. of Shares	Type	Value	Amount
754670	Equity Shares	Rs.10/- each	Rs. 7.547 Millions

Note

Of the above 754669 shares of Rs. 10 each, fully paid up are held by Armacell International Gmbh (Holding Company) and 1 share is held by Armacell Gmbh.

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		7.547	7.547	7.547
2] Share Application Money		0.000	0.000	0.000
3] Reserves & Surplus		234.028	214.407	153.192
4] (Accumulated Losses)		0.000	0.000	0.000
NETWORTH		241.575	221.954	160.739
LOAN FUNDS
1] Secured Loans		27.591	38.459	0.000
2] Unsecured Loans		65.130	80.351	86.906
TOTAL BORROWING		92.721	118.810	86.906
DEFERRED TAX LIABILITIES		0.000	0.000	0.000
TOTAL		334.296	340.764	247.645
APPLICATION OF FUNDS
FIXED ASSETS [Net Block]		145.151	132.155	81.284
Capital work-in-progress		0.917	4.292	46.722
INVESTMENT		0.000	0.000	0.000
DEFERREX TAX ASSETS		19.393	12.561	12.561
CURRENT ASSETS, LOANS & ADVANCES
	Inventories	102.418	90.870	97.060
	Sundry Debtors	222.314	281.233	247.551
	Cash & Bank Balances	23.333	20.963	50.312
	Other Current Assets	0.448	0.701	0.498
	Loans & Advances	73.158	71.326	46.652
Total Current Assets		421.671	465.093	442.073
Less : CURRENT LIABILITIES & PROVISIONS
	Sundry Creditors	196.783	234.814	291.512
	Other Current Liabilities	46.256	27.960	25.503
	Provisions	9.797	10.563	17.980
Total Current Liabilities		252.836	273.337	334.995
Net Current Assets		168.835	191.756	107.078
MISCELLANEOUS EXPENSES		0.000	0.000	0.000
TOTAL		334.296	340.764	247.645

PROFIT & LOSS ACCOUNT

	PARTICULARS		31.03.2011	31.03.2010	31.03.2009
	SALES
		Income	689.700	713.100	620.000
		Other Income
		TOTAL	689.700	713.100	620.000
Less	EXPENSES
		Office Expenses	657.900	616.900	505.400
		Administrative Expenses
		Advertising Expenses
		TOTAL	657.900	616.900	505.400
	PROFIT BEFORE TAX		31.800	96.200	114.600
Less	TAX		12.200	35.000	41.700
	PROFIT AFTER TAX		19.600	61.200	72.900
Add	PREVIOUS YEARS’ BALANCE BROUGHT FORWARD		147.400	86.200	13.200
	BALANCE CARRIED TO THE B/S		167.000	147.400	86.200
	EXPORT VALUE		85.037	176.344	214.692
	IMPORTS
		Raw Materials	245.858	206.914	175.253
		Trading Goods	12.219	13.822	40.126
		Capital Goods	17.049	1.552	1.805
	TOTAL IMPORTS		275.126	222.288	217.184
	Earnings Per Share (Rs.)		25.97	81.10	96.60

KEY RATIOS

PARTICULARS		31.03.2011	31.03.2010	31.03.2009
PAT / Total Income	(%)	2.84	8.58	11.76
Return on Total Assets (PBT/Total Assets}	(%)	5.42	15.78	21.90
Return on Investment (ROI) (PBT/Networth)		0.13	0.43	0.71
Debt Equity Ratio (Total Liability/Networth)		1.43	1.77	2.62
Current Ratio (Current Asset/Current Liability)		1.67	1.70	1.32

LOCAL AGENCY FURTHER INFORMATION

Check List by Info Agents	Available in Report (Yes / No)
1. Year of Establishment	Yes
2. Locality of the firm	Yes
3. Constructions of the firm	Yes
4. Premises details	Yes
5. Type of Business	Yes
6. Line of Business	Yes
7. Promoter’s background	------
8. No. of Employees	Yes
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%	No
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	Yes
19. Payments terms	Yes
20. Export / Import details	Yes
21. Market information	------
22. Litigations that the firm / promoter involved	------
23. Banking Details	Yes
24. Banking facility details	No
25. Conduct of the banking account	------
26. Buyer visit details	------
27. Financials, if provided	No
28. Incorporation details, if applicable	------
29. Last accounts filed at ROC	------
30. Major Shareholders, if available	------

DETAILS OF SUNDRY CREDITORS:

Rs. In Millions

Particulars	31.03.2011	31.03.2010	31.03.2009
Sundry Creditors
- Outstanding dues of Micro and Small Enterprise	--	--	--
- Other Sundry Creditors	196.783	234.814	291.512
Total	196.783	234.814	291.512

NOTE:

The registered office of the company has been shifted from 706, Gateway Plaza, Hiramandani Gardens, Aadi Shankaracharya Marg, Powai, Mumbai – 400076, Maharashtra, India to the present address w.e.f. 28.03.2008.

BACKGROUND:

Subject was incorporated on 12.04.2005. The company is a subsidiary of Armacell International GMBH (the Parent Company). The company is engaged in the manufacturing and sale of engineered foam products. The company commenced operations on 01.02.2006. The company has an office at Dubai from where it manages its foreign operations.

FORM 8

Corporate identity number of the company	U24293PN2005FTC131939
Name of the company	ARMACELL INDIA PRIVATE LIMITED
Address of the registered office or of the principal place of business in India of the company	Gat No.744 and 745, Village Lonikhand, Pune Nagar Road, Haveli, Pune-412216, Maharashtra, India Email : rahul.jhalawad@armacell.com
This form is for	Modification of charge
Type of charge	Movable property (not being pledge)
Particular of charge holder	TATA Capital Limited, One Forbes, Dr. V.B. Gandhi Marg, Fort, Mubai-400001, Maharashtra, India Email : shailesh.rajadhyaksha@tatacapital.com
Nature of description of the instrument creating or modifying the charge	Deed of hypothecation dated 03.05.2010
Date of instrument Creating the charge	03.05.2010
Amount secured by the charge	Rs. 50.000 Millions.
Brief particulars of the principal terms an conditions and extent and operation of the charge	Rate of Interest : Long Term Lending Rate (LTLR) @ 15% p.a. Rate of Interest payable @ 2% p.a. below LTLR. Terms of Repayment : Principal : Principal amount to be repaid in 35 monthly installments of Rs. 0.755 Millions and 36^th installment of Rs. 0.756 Millions. The first installment to be commenced on 10.11.2009 and the last on 10.10.2012. Extent and Operation of the charge : The charge extents to the due repayment of the loan of Rs. 50.000 Millions including interest, additional interest, costs, charges, expenses and all other monies payable under the term loan agreement dated 25.09.2009. In the event of default in payment of Interest or repayment of principal amount of the loan the Borrower shall pay to the Lender, further interest @ 2% p.a. as penal interest.
Short particulars of the property charged	All Plant and Machinery At Book Value Appearing In The Audited Report Of The Company FY 07-08. Infrastructure : 2nd Transformer, DG Set, Change Over Panel, Air Compressor, 3rd Chiller Including Tank, Pump Etc, Local Installation, LT/Cables, Consulting / Project Supervision Mixing Equipment : 2nd Mixer Integration and Installation Extruder, 200 MM: New Screw, Barrel Extension, Electronic Control, Temp Control, Sheet Head, Pins And Dies, Carriers, Installation, Transport. Ovens (6 Ovens) : Ovens All Inclusive, Exhaust Cleaning Equipment Downstream Equipment : Belt Conveyor Extruder Oven 3 M, Pull Out Conveyor Oven 2 M, Cross Belt Conveyor 5.5m, 1 Side Trim Unit Including Roller Conveyor, 1 Print Belt Conveyor -5m, 2 Ink Jet Units Domino Second Armasound Line Interiors, Others -: Racks FG Warehouse, Pallets And More Offices In Plant Fire Hydrant System Located At Gat No 744 and 745, Vill- Lonikand, Tal Haveli, Dist Pune
Particulars of the present modification	Original charge dated 25.09.2009 was created by hypothecating all plant and machineries which were appearing in the audited report of the company FY 07-08 and the plant and machineries as per the deed of hypothecation dated 25.09.2009. The modifications are as per the Deed of Modification dated 03.05.2010

FIXED ASSETS

• Leasehold Improvements
• Plant and Machinery and Electrical Equipments
• Furniture and Fixtures
• Vehicles
• Office Equipments
• Computers

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. 49.90
UK Pound	1	Rs. 78.14
Euro	1	Rs. 65.08

SCORE & RATING EXPLANATIONS

SCORE FACTORS	RANGE	POINTS
HISTORY	1~10	5
PAID-UP CAPITAL	1~10	6
OPERATING SCALE	1~10	7
FINANCIAL CONDITION
--BUSINESS SCALE	1~10	6
--PROFITABILIRY	1~10	5
--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	NO
--AFFILIATION	YES/NO	YES
--LISTED	YES/NO	NO
--OTHER MERIT FACTORS	YES/NO	YES
TOTAL		52

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.