MIRA INFORM REPORT

Report Date :

29.03.2012

IDENTIFICATION DETAILS

Name :	SUD CHEMIE INDIA PRIVATE LIMITED
Registered Office :	Edayar Industrial Development Area, Binanipuram P O Aluva, Ernakulam-683502, Kerala
Country :	India
Financials (as on) :	31.03.2011
Date of Incorporation :	28.02.1969
Com. Reg. No.:	09-002217
Capital Investment / Paid-up Capital :	Rs.9.623 Millions
CIN No.: [Company Identification No.]	U24299KL1969PTC002217
Legal Form :	Private Limited Liability Company
Line of Business :	Manufacturer of Catalysts and Catalytic Converters.
No. of Employees :	Information denied by the management.

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 9900000
Status :	Good
Payment Behaviour :	Regular
Litigation :	Clear
Comments :	Subject is an 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.

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. Abid Bukhali
Designation :	Deputy Manager
Contact No.:	91-9824240919
Date :	28.03.2012

LOCATIONS

Registered Office / Factory 1 :	Edayar Industrial Development Area, Binanipuram P O Aluva, Ernakulam-683502, Kerala, India
Tel. No.:	91-484-6646000 (30 Lines)
Mobile No.:	91-9824240919 [Mr. Abid Bukhali]
Fax No.:	91-484-6646099
E-Mail :	ucil@giasmd01.vsnl.net.in cv.john@sud-chemie-india.com cochin@sud-chemie-india.com
Website :	http://www.sud-chemie-india.com
Factory 2 :	A-1/2/3, Nandesari Industrial Area, Nandesari, Vadodara-391340, Gujarat, India
Tel. No.:	91-265-2840325 / 366 / 548
Fax No.:	91-265-2840622
E-Mail :	baroda@sued-chemie-india.com

DIRECTORS

AS ON 30.09.2011

Name :	AU Anton Von Gunter
Designation :	Chairman
Address :	Moosbrunner Str 3284489, Burghausen, Germany
Date of Birth/Age :	31.07.1951
Date of Appointment :	10.03.2009
Din No.:	02871259
Name :	Ms. Arshia Altaf Lalljee
Designation :	Managing Director
Address :	24 Aradhana enclave, Ground Floor, RK Puram, New Delhi, India
Date of Birth/Age :	05.02.1960
Date of Appointment :	19.03.1985
Din No.:	00334804
Name :	Mr. Iskander Altaf Lalljee
Designation :	Managing Director
Address :	Flat No. 1611-A, Beverly Park II, DLF Complex City, Phase II, Gurgaon – 122 001, Haryana, India
Date of Birth/Age :	27.07.1962
Date of Appointment :	13.04.1994
Din No.:	00334845
Name :	Hans Joachim Mueller
Designation :	Director
Address :	Westring 31, 67279 Grunstadt, Germany
Date of Birth/Age :	18.04.1959
Date of Appointment :	18.01.2002
Din No.:	00422662
Name :	Mr. Viktor Bernhardt
Designation :	Director
Address :	Saalestrasse 14, D-81677, Munich, Germany
Date of Birth/Age :	07.02.1971
Date of Appointment :	03.11.2006
Din No.:	00908890
Name :	Ms. Hamida Altaf Lalljee
Designation :	Whole Time Director
Address :	188 A, Jorbagh, Ground Floor, New Delhi – 110 003, India
Date of Birth/Age :	02.01.1929
Date of Appointment :	21.01.1982
Din No.:	00334903

KEY EXECUTIVES

Name :	Mr. John E Varghese
Designation :	Secretary
Address :	Ashiana, Vikas Nagar, South Kalamassery, Ernakulam – 682 022, Kerala, India
Date of Birth/Age :	01.12.1953
Date of Appointment :	02.05.1990
Pan No.:	ABPPJ8508C
Name :	Mr. Abid Bukhali
Designation :	Deputy Manager

MAJOR SHAREHOLDERS / SHAREHOLDING PATTERN

AS ON 30.09.2011

Names of Shareholders	No. of Shares
Sud Chemie AG	481140
Hamida Altaf Lalljee	276960
Fazal Hooseinbhoy Lalljee	420
Hamida Altaf Lalljee	69720
Arshia Altaf Lalljee	54460
Iskander Altaf Lalljee	54720
Halima Hooseinbhoy Lalljee	220
Rookiya Hooseinbhoy Lalljee	8320
Zahid Hanees Lalljee	16320
Total	962280

AS ON 30.09.2011

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]	50.00
Directors or relatives of directors	50.00
Total	100.00

BUSINESS DETAILS

Line of Business :

Manufacturer of Catalysts and Catalytic Converters.

PRODUCTION STATUS [AS ON 31.03.2011]

Particulars	Unit	Installed Capacity	Actual Production
Catalyst	MT	6550.000	5370.949
Catalytic Converter	MT	1800000	1346073

GENERAL INFORMATION

No. of Employees :

Information denied by the management.

Bankers :

· State Bank of Travancore, SME Branch, P.B. No. 104, Holy Angels Building, South Kalamassery, District Ernakulam-683104, Kerala, India

· State Bank of India, Overseas Branch, Willingdon Island, Cochin, Ernakulam-682003, Kerala, India

· Federal Bank Limited, Broadway, Ernakulam-682031, Kerala, India

· Canara Bank, Mumbai, Maharashtra, India

Facilities :

Secured Loan	As on 31.03.2011 [Rs. in Millions]	As on 31.03.2010 [Rs. in Millions]
Working capital loans	87.242	35.530
Total	87.242	35.530
Unsecured Loan
Foreign currency loans banks	0.800	0.800
Foreign currency loans others	4.813	6.263
Total	5.613	7.063

Banking Relations :	--
Auditors :
Name :	Varma and Varma Chartered Accountants
Address :	Sriniketan, Nettepadam Road, Kochi-682016, Kerala, India
Pan No.:	ABDPG5871F
Co-Venture :	· Hooseinbhoy A. Lalljee Sons and Company · Süd-Chemie AG, Germany
Companies under common control:	· Süd-Chemie A. G., Germany · Süd-Chemie Inc., USA · Süd-Chemie Catalyst Japan Inc., Japan · Süd-Chemie South East Asia Pte. Limited, Singapore · Süd Chemie Catalysts Italia S.r.l., Italy · Süd-Chemie Australia Pty Limited, Australia · P. T. Süd-Chemie Indonesia, Indonesia · P. T. Kujang Süd-Chemie Catalysts, Indonesia · Ashland-Süd-Chemie-Kernfest GmbH · Süd-Chemie Qatar W.L.L. · Shanghai Süd-Chemie Catalysts Company Limited, China · Süd-Chemie Alvigo Catalysts LLC, Russia · Süd-Chemie Adsorbents Private Limited

CAPITAL STRUCTURE

AS ON 31.03.2011

Authorised Capital :

No. of Shares	Type	Value	Amount
1000000	Equity Shares	Rs.10/- each	Rs.10.000 Millions

Issued, Subscribed & Paid-up Capital :

No. of Shares	Type	Value	Amount
962280	Equity Shares	Rs.10/- each	Rs.9.623 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		9.623	9.623	9.623
2] Share Application Money		0.000	0.000	0.000
3] Reserves & Surplus		2468.373	1843.575	1420.637
4] (Accumulated Losses)		0.000	0.000	0.000
NETWORTH		2477.996	1853.198	1430.260
LOAN FUNDS
1] Secured Loans		87.242	35.530	188.730
2] Unsecured Loans		5.613	7.063	8.517
TOTAL BORROWING		92.855	42.593	197.247
DEFERRED TAX LIABILITIES		55.151	51.625	31.103
TOTAL		2626.002	1947.416	1658.610
APPLICATION OF FUNDS
FIXED ASSETS [Net Block]		647.280	548.807	408.073
Capital work-in-progress		0.000	0.000	86.526
INVESTMENT		707.776	334.475	0.100
DEFERREX TAX ASSETS		0.000	0.000	0.000
CURRENT ASSETS, LOANS & ADVANCES
	Inventories	799.305	634.395	673.599
	Sundry Debtors	610.327	549.989	581.085
	Cash & Bank Balances	255.201	244.834	186.133
	Other Current Assets	63.797	17.924	60.735
	Loans & Advances	217.485	185.025	62.979
Total Current Assets		1946.115	1632.167	1564.531
Less : CURRENT LIABILITIES & PROVISIONS
	Sundry Creditors	176.022	137.456	157.845
	Other Current Liabilities	475.941	77.390	72.943
	Provisions	23.206	353.187	169.832
Total Current Liabilities		675.169	568.033	400.620
Net Current Assets		1270.946	1064.134	1163.911
MISCELLANEOUS EXPENSES		0.000	0.000	0.000
TOTAL		2626.002	1947.416	1658.610

PROFIT & LOSS ACCOUNT

	PARTICULARS		31.03.2011	31.03.2010	31.03.2009
	SALES
		Contribution From Manufacturing Operations	1217.650	1414.970	1304.480
		Contribution From Trading Operations	35.480	18.290	102.510
		Other Income	129.340	149.560	47.050
		TOTAL (A)	1382.470	1582.820	1454.040
Less	EXPENSES
		Administrative and Selling Expenses	382.770	367.660	418.760
		R and D Expenses	43.900	38.080	38.460
		TOTAL (B)	426.670	405.740	457.220
Less	PROFIT BEFORE INTEREST, TAX, DEPRECIATION AND AMORTISATION (A-B) (C)		955.800	1177.080	996.820
Less	FINANCIAL EXPENSES (D)		2.860	4.750	18.380
	PROFIT BEFORE TAX, DEPRECIATION AND AMORTISATION (C-D) (E)		952.940	1172.330	978.440
Less/ Add	DEPRECIATION/ AMORTISATION (F)		67.870	58.900	44.600
	PROFIT BEFORE TAX (E-F) (G)		885.070	1113.430	933.840
Less	TAX (H)		260.280	390.330	312.530
	PROFIT AFTER TAX (G-H) (I)		624.790	723.100	621.310
Add	PREVIOUS YEARS’ BALANCE BROUGHT FORWARD		0.010	35.830	71.470
Less	APPROPRIATIONS
		Proposed Dividend	0.000	257.410	91.400
		Dividend Tax Thereon	0.000	42.750	15.500
	EARNINGS IN FOREIGN CURRENCY
		Export Earnings	1910.215	2287.825	NA
		Agency Commission	5.693	46.270	NA
	TOTAL EARNINGS		1915.908	2334.095	NA
	IMPORTS
		Raw Materials	573.664	755.810	NA
		Purchase for Trading	67.974	254.007	NA
		Equipment	17.343	6.966	NA
		Stores and Spares	0.821	1.794	NA
	TOTAL IMPORTS		659.802	1018.577	NA
	Earnings Per Share (Rs.)		649.29	751.44	645.67

KEY RATIOS

PARTICULARS		31.03.2011	31.03.2010	31.03.2009
PAT / Total Income	(%)	45.19	45.68	42.73
Net Profit Margin (PBT/Sales)	(%)	70.63	77.69	0.66
Return on Total Assets (PBT/Total Assets}	(%)	34.13	51.05	47.34
Return on Investment (ROI) (PBT/Networth)		0.35	0.60	0.65
Debt Equity Ratio (Total Liability/Networth)		0.31	0.33	0.42
Current Ratio (Current Asset/Current Liability)		2.88	2.87	3.91

LOCAL AGENCY FURTHER INFORMATION

DETAILS OF SUNDRY CREDITORS:

Particulars	31.03.2011 (Rs. in millions)	31.03.2010 (Rs. in millions)	31.03.2009 (Rs. in millions)
Sundry Creditors
Creditor due small micro enterprises	3.381	8.464	4.212
Creditors due others	172.641	128.992	153.633
Total	176.022	137.456	157.845

PERFORMANCE REVIEW:

During the year, sales and profitability were lower compared to the previous year. Sales was lower by Rs.413.290 millions (12%). Sales to group companies came down by Rs.316.300 millions (22%). Sale to third parties was lower (net) by Rs.96.990 millions (5%).Out of this, Rs.61.310 millions (63%) was on account of payment related problem with Iran customers.

Profit before tax decreased to Rs.885.070 millions from Rs.1113.430 millions in the previous year (21% reduction). EBIT as percentage of sales came down from 32% to 29%. Increase in total variable costs of catalysts was about 4.5% (as percentage of sales). However the variable cost of catcon recorded a reduction of over 4%. Besides, total fixed overheads increased by about 2%. However its impact on allocation to products (per MT) was much higher at 10% due to decrease in production/sales compared to the previous year.

However reduction in Profit After Tax as percentage of sales was about 1% only (as against reduction in EBIT of 3%). This was due to lower incidence of tax (surcharge reduced from 10% to 7.5%) and higher weighted deduction for R and D expenses (weighted deduction increased from 150% to 200%)

BANKERS CHARGES REPORT AS PER REGISTRY

This form is for	Modification of charge
Charge identification number of the modified	90019676
Corporate identity number of the company	U24299KL1969PTC002217
Name of the company	SUD CHEMIE INDIA PRIVATE LIMITED
Address of the registered office or of the principal place of business in India of the company	Edayar Industrial Development Area, Binanipuram P O Aluva, Ernakulam-683502, Kerala, India
Type of charge	Immovable Property
Particular of charge holder	State Bank of Travancore, SME Branch, P.B. No. 104, Holy Angels Building, South Kalamassery, District Ernakulam-683104, Kerala, India Email: ssikalama@sbt.co.in
Nature of description of the instrument creating or modifying the charge	Letter dated 09.02.2012 evidencing extension of equitable mortgage by deposits of title deeds relating to immovable property of the Company.
Date of instrument Creating the charge	09.02.2012
Amount secured by the charge	Rs.480.000 Millions
Brief particulars of the principal terms an conditions and extent and operation of the charge	Rate of Interest As stipulated by the Bank from time to time. Terms of Repayment As stipulated by the Bank from time to time. Margin As stipulated by the Bank from time to time. Extent and Operation of the charge Extension of equitable mortgage by deposit of title deeds relating to immovable property.
Short particulars of the property charged	Re. Survey No. 615 and 617, shed No A.1-80:5017 Sq. M and Shed No.A.1-81:5016 Sq. M at Nandesari Village, Vadodara Taluk, Vadodara District Covered by Lease deed document number 8629/1988, 8628/1988 8951/1988 of SRO Vadodara. Survey No. 56/3-1,56/3-2, 56/3-3, 56/4, 56/5, 56/6- 1, 56/6-2-1, 56/6-2, 56/6-3, 56/7-1, 56/7 - 2, 56/7-3, 56/8-1,56/8,57/6, 57/7, 57/8, 57/9, 57/10, 58/1, 58/4, 58/5, 59/1, 59/3, 59/5, 59/6 - 1, 64/1, 64/2-1, 64/2-2, 64/2-3, 64/2-4, 1 Acre in Sy. No 64/3-1, 1 Acre in Sy. No 64/3-2,64/3-3, 63/6,63/8-1,63/8 63/8-1-3, 63/9A and 63/9B. Total Area = 21 Acre 52 Cents at Kadungallor Village, Paravur Taluk, Ernakulam District.
Date of latest modification prior to the present modification	12.01.2012
Particulars of the present modification	By the present modification, security of equitable mortgage by deposit of title deeds of immovable properties of the Company has been extended to the loan of Rs.480.000 Millions.

FIXED ASSETS:

· Land (Freehold)

· Land (Leasehold)

· Roads and Buildings

· Plant and Machinery

· Vehicles

· Furniture and Fixtures

· Office equipment

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.50.92
UK Pound	1	Rs.81.21
Euro	1	Rs.67.85

SCORE & RATING EXPLANATIONS

SCORE FACTORS	RANGE	POINTS
HISTORY	1~10	8
PAID-UP CAPITAL	1~10	6
OPERATING SCALE	1~10	6
FINANCIAL CONDITION
--BUSINESS SCALE	1~10	8
--PROFITABILIRY	1~10	8
--LIQUIDITY	1~10	7
--LEVERAGE	1~10	7
--RESERVES	1~10	8
--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	NO
--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.