MIRA INFORM REPORT

Report Date :

03.05.2012

IDENTIFICATION DETAILS

Name :	XPRO INDIA LIMITED
Registered Office :	Barjora – Mejia Road, P.O. Ghutgoria, Tehsil, Barjora, District Bankura – 722202, West Bengal
Country :	India
Financials (as on) :	31.03.2011
Date of Incorporation :	26.11.1997
Com. Reg. No.:	21-085972
Capital Investment / Paid-up Capital :	Rs.111.140 Millions
CIN No.: [Company Identification No.]	L25209WB1997PLC085972
TAN No.: [Tax Deduction & Collection Account No.]	CALX00037C
PAN No.: [Permanent Account No.]	AAACX0120H
Legal Form :	A Public Limited Liability Company. The company’s Shares are Listed on the Stock Exchanges.
Line of Business :	Manufacturer and supplier of cast sheets and synthetic resins.
No. of Employees :	515 (Approximately)

RATING & COMMENTS

MIRA’s Rating :

Ba (49)

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

Maximum Credit Limit :	USD 4600000
Status :	Satisfactory
Payment Behaviour :	Usually correct
Litigation :	Clear
Comments :	Subject is a well established company having satisfactory track. 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 / Barjora Unit :	Barjora – Mejia Road, P.O. Ghutgoria, Tehsil, Barjora, District Bankura – 722202, West Bengal, India
Tel. No.:	91-3241- 257263 / 4
Fax No.:	91-3241- 257266
E-Mail :	salmiya@xproindia.com
Website :	www.xproindia.com
Corporate Office :	1, Industrial Area, N.I.T., Faridabad -121 001, Haryana, India
Tel. No.:	91-129-2233915 / 17
Fax No.:	91-129-4028300
E-Mail :	xprocorp@birlas.com
Biax Division:
Pithampur Unit:	Plot No.78, Industrial Area, Sector 3, Pithampur, District Dhar - 454 774, Madhya Pradesh, India
Tel. No.:	91-7292-256539
Fax No.:	91-7292-256214
Coex Division:
Faridabad Unit:	2-3, Industrial Area, N.I.T., Faridabad - 121 001, Haryana, India
Tel. No.:	91-129-2233915 / 17
Fax No.:	91-129-2231456
Greater Noida Unit:	Plot 32, Udyog Vihar, Greater Noida, District Gautam Budh Nagar - 201306, Uttar Pradesh, India
Tel. No.:	91-120-2560739 / 2230890
Fax No.:	91-120-2560740
Ranjangaon Unit:	Plot No. E-89, MIDC Industrial Area, Ranjangaon, Pune 412 220, Maharashtra, India
Tel. No.:	91-2138-611100
Fax No.:	91-2138-611105

DIRECTORS

As on 31.03.2011

Name :	Mr. Sidharth Birla
Designation :	Chairman
Name :	Mrs. Madhushree Birla
Designation :	Director
Name :	Mr. Amitabha Ghosh
Designation :	Director
Name :	Mr. Amitabha Guha
Designation :	Director
Name :	Mr. Haigreve Khaitan
Designation :	Director
Name :	Mr. P. Murari
Designation :	Director
Name :	Mr. Utsav Parekh
Designation :	Director
Name :	Mr. S. Ragothaman
Designation :	Director
Name :	Mr. C. Bhaskar
Designation :	Managing Director and Chief Executive Officer

KEY EXECUTIVES

Name :	Mr. S.C. Jain
Designation :	Company Secretary
Name :	Mr. H. Bakshi
Designation :	President and Chief Operating Officer
Name :	Mr. V.K. Agarwal
Designation :	Executive Vice President and Chief Financial officer
Name :	Mr. Anil Jain
Designation :	Executive Vice President (Marketing)
Name :	Mr. U.K. Saraf
Designation :	Executive Vice President, Coex Division (GRn and RNJ)
Name :	Mr. Sunil Mehta
Designation :	Executive Vice President, Biax Division (Pithampur)

MAJOR SHAREHOLDERS / SHAREHOLDING PATTERN

As on 31.03.2012

Categoy of Shareholders	No. of Shares	Percentage of Holding
(A) Shareholding of Promoter and Promoter Group
(1) Indian
Individuals / Hindu Undivided Family	240,111	1.80
Bodies Corporate	5,115,050	44.99
Sub Total	5,319,161	46.79
(2) Foreign
Total shareholding of Promoter and Promoter Group (A)	5,319,161	46.79
(B) Public Shareholding
(1) Institutions
MUTUAL Funds/UTI	9,683	0.09
Financial Institutions / Banks	83,709	0.74
Insurance Companies	10,667	0.09
Sub Total	104,059	0.92
(2) Non-Institutions
Bodies Corporate	570,033	5.01
Individuals
Individual shareholders holding nominal share capital up to Rs. 0.100 Million	3,511,100	30.88
Individual shareholders holding nominal share capital in excess of Rs. 0.100 Million	1,351,544	11.57
Any Others (Specify)	549,103	4.83
Directors and their Relatives and Friends	446,182	3.92
Non Resident Indians	98,181	0.86
Trusts	4,740	0.04
Sub Total	5,945,780	52.30
Total Public shareholding (B)	6,049,839	53.21
Total (A)+(B)	11,369,000	100.00

BUSINESS DETAILS

Line of Business :

Manufacturer and supplier of cast sheets and synthetic resins.

Products :

Product Description	ITC Code
Thermoplastic Films / Sheets / Liners	3920
Thermosetting Powders and Resins	3909

PRODUCTION STATUS (As On 31.03.2011)

Particulars	Unit	Installed Capacity	Actual Production
Thermoplastic Films / Sheets / Liners	M/T	31500	21887
Thermosetting Powders and Synthetic Resins	M/T	12000	9486

Note:

1. Installed Capacities are as certified by the Management
2. None of the products are covered under current IDR licensing norms. Hence,”Licnsed Capacity” not reported.
3. Production includes outside job work for others.
4. Thermoplastic films / Sheets / Liners production includes 1048 Mt inter-unit transfer / internal consumption (previous year” 1667 MT)

GENERAL INFORMATION

No. of Employees :

515 (Approximately)

Bankers :

State Bank of India

Facilities :

(Rs. In Millions)

Secured Loan	As on 31.03.2011	As on 31.03.2010
Term loans	530.809	410.155
Working Capital Loans	263.499	240.344
Overdraft against term deposits	14.896	32.324
Total	809.204	682.823

Banking Relations :	--
Auditors :
Name :	Deloitte Haskins and sells Chartered Accountants
Address :	Ahmedabad, Gujarat, India
Subsidiaries :	Xpro Global Limited Xpro Global Pte. Limited, Singapore

CAPITAL STRUCTURE

As on 11.08.2011

Authorised Capital : Rs.350.000 Millions

Issued, Subscribed & Paid-up Capital : Rs.113.690 Millions

As on 31.03.2011

Authorised Capital :

No. of Shares	Type	Value	Amount
15000000	Equity Shares	Rs.10/- each	Rs.150.000 Millions
20000000	Unclassified Shares	Rs.10/- each	Rs.200.000 Millions
	Total		Rs.350.000 Millions

Issued, Subscribed & Paid-up Capital :

No. of Shares	Type	Value	Amount
11113987	Equity Shares (Of the above shares, 71,30,431 Equity Shares (previous year: 71,30,431 equity shares) of Rs.10 each fully paid up issued 8i allotted pursuant to the Scheme of Arrangement duly sanctioned by the Hon. High Courts, without payment being received in cash and 23,24,999 equity shares of Rs. 10 each issued as fully paid-up bonus shares, (in 2003-04), by capitalization of general reserves and securities premium)	Rs.10/- each	Rs.111.140 Millions
13	Share Capital Suspense Equity Shares 12 equity shares pending to be allotted as fully paid up to some non-resident equity shareholders without payment being received in cash in terms of Regulation 7 of Notification No. FEMA 20/2000 RB of May 3, 2000 and 1 equity share of Rs.10 pending to be allotted as fully paid to a non-resident share holder by way of bonus share in terms of RBI regulations)	Rs.10/ each	Rs.0.000 Million
	Total		Rs.111.140 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		111.140	110.000	110.000
2] Share Application Money		0.000	0.000	0.000
3] Reserves & Surplus		1054.235	966.531	945.267
4] (Accumulated Losses)		0.000	0.000	0.000
NETWORTH		1165.375	1076.531	1055.267
LOAN FUNDS
1] Secured Loans		809.204	682.823	638.173
2] Unsecured Loans		0.000	0.000	0.000
TOTAL BORROWING		809.204	682.823	638.173
DEFERRED TAX LIABILITIES		11.900	28.200	25.600
TOTAL		1986.479	1787.554	1719.040
APPLICATION OF FUNDS
FIXED ASSETS [Net Block]		1216.976	932.688	898.858
Capital work-in-progress		105.943	8.893	91.750
INVESTMENT		7.162	115.822	115.822
DEFERREX TAX ASSETS		0.000	0.000	0.000
CURRENT ASSETS, LOANS & ADVANCES
	Inventories	265.353	184.065	150.713
	Sundry Debtors	612.270	439.464	313.150
	Cash & Bank Balances	282.896	247.721	299.935
	Other Current Assets	0.000	0.000	0.000
	Loans & Advances	101.626	244.929	167.791
Total Current Assets		1262.145	1116.179	931.589
Less : CURRENT LIABILITIES & PROVISIONS
	Sundry Creditors	444.869	235.364	174.671
	Other Current Liabilities	122.640	124.385	119.236
	Provisions	38.238	26.279	25.072
Total Current Liabilities		605.747	386.028	318.979
Net Current Assets		656.398	730.151	612.610
MISCELLANEOUS EXPENSES		0.000	0.000	0.000
TOTAL		1986.479	1787.554	1719.040

PROFIT & LOSS ACCOUNT

	PARTICULARS		31.03.2011	31.03.2010	31.03.2009
	SALES
		Income	3070.066	2038.890	1480.522
		Other Income	7.483	7.993	10.362
		TOTAL	3077.549	2046.883	1490.884
Less	EXPENSES
		Office Expenses	2123.111	1385.973	918.683
		Administrative Expenses	641.849	468.468	418.559
		TOTAL	2764.960	1854.441	1337.242
Less	PROFIT BEFORE INTEREST, TAX, DEPRECIATION AND AMORTISATION		312.589	192.442	153.642
Less	FINANCIAL EXPENSES		87.382	44.444	52.002
	PROFIT BEFORE TAX, DEPRECIATION AND AMORTISATION		225.207	147.998	101.640
Less/ Add	DEPRECIATION/ AMORTISATION		131.106	86.859	83.883
	Exceptional Items		0.000	9.040	0.000
	PROFIT BEFORE TAX		94.101	70.179	17.757
Less	TAX		(19.698)	26.201	7.400
	PROFIT AFTER TAX		113.799	43.978	10.357
Add	PREVIOUS YEARS’ BALANCE BROUGHT FORWARD		323.844	308.080	311.592
Less	APPROPRIATIONS
		Transfer to General Reserve	18.090	5.500	1.000
		Dividend	22.682	19.479	11.000
		Tax on Dividend	3.679	3.235	1.869
	BALANCE CARRIED TO THE B/S		393.192	323.844	308.080
	EARNINGS IN FOREIGN CURRENCY
		Export Earnings	29.007	36.818	27.310
	TOTAL EARNINGS		29.007	36.818	27.310
	IMPORTS
		Raw Materials	112.767	62.234	125.015
		Stores & Spares	4.438	3.666	3.503
		Capital Goods	60.307	75.532	0.000
	TOTAL IMPORTS		177.512	141.432	128.518
	Earnings Per Share (Rs.)
	Basic		10.27	4.00	0.94
	Diluted		9.84	3.91	0.94

QUARTERLY RESULTS

PARTICULARS	30.06.2011	30.09.2011	31.12.2011
Type	1^st Quarter	2^nd Quarter	3^rd Quarter
Audited / UnAudited	UnAudited	UnAudited	UnAudited
Net Sales	919.150	717.460	530.870
Total Expenditure	819.820	640.200	480.800
PBIDT (Excl OI)	99.330	77.260	50.170
Other Income	0.200	0.830	0.370
Operating Profit	99.530	78.090	50.540
Interest	24.340	14.840	6.130
Exceptional Items	0.000	345.750	0.000
PBDT	75.190	409.000	44.410
Depreciation	34.110	32.160	29.390
Profit Before Tax	41.080	376.840	15.020
Tax	12.300	81.700	4.000
Provisions and contingencies	0.000	0.000	0.000
Profit After Tax	28.780	295.140	11.020

KEY RATIOS

PARTICULARS		31.03.2011	31.03.2010	31.03.2009
PAT / Total Income	(%)	3.70	2.14	0.69
Net Profit Margin (PBT/Sales)	(%)	3.07	3.43	1.20
Return on Total Assets (PBT/Total Assets}	(%)	3.80	3.43	9.38
Return on Investment (ROI) (PBT/Networth)		0.08	0.07	0.02
Debt Equity Ratio (Total Liability/Networth)		1.21	0.99	0.91
Current Ratio (Current Asset/Current Liability)		2.08	2.89	2.92

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

REVIEW OF KEY BUSINESS MATTERS

The operations and results for the year now include those of the erstwhile subsidiary Biax Specialty Films Private Limited which has amalgamated with the Company. The operations of the Company turned in strong performances in respect of both revenue and profits. Overall volume at 31,373 MT increased by about 30%; Gross Sales were higher by about 53% over the previous year at Rs.3379.300 Millions; Gross Profit improved by 52% to Rs.225.207 Millions (against Rs.147.997 Millions in previous year).

The Indian economy continued to achieve amongst the highest growth levels globally. With sustained momentum in agriculture and manufacturing, growth has been estimated at over 8.5% powered by domestic demand. Medium term economic prospects continue to be favourable. Policy intervention to curb inflation including through gradual withdrawal of stimulus, liquidity restraints and interest rates, compounded by volatility in petro-product prices and competitive market conditions globally are relevant dimensions. In this background, the operations and results above were generally satisfactory. They remain optimistic on the future but mindful of uncertainties arising from volatile input prices, market swings, inflation and global and domestic economic cycles.

The Board in March 2011 approved and announced an agreement with SI Group - India Limited for sale of the Company's Thermosets Division at Ranjangaon (engaged in the manufacture of Thermoset Moulding Powders and Synthetic Resins) in an all-cash sale on a going concern and slump sale basis. Shareholders had already accorded their approval u/s 293(l)(a) through postal ballot; the transaction is subject to other necessary approvals and is expected to be completed in financial year 2011-12. They propose to use a part of the inflow to retire liabilities and earmark the balance towards growth.

The Consumer Durables industry - particularly Refrigerators - a significant client base for the Company, continues to have good growth prospects. To meet growing demand, Thermoforming capacity at Greater Noida was further enhanced and both Sheet and Thermoforming Capacity at Ranjangaon are being enhanced. Proactive steps continue to be taken by management to preserve market standing and competitive edge through development, productivity improvement and cost/financial discipline.

There strategic intent for BOPP and Cast films is towards specialization in certain types of films (including thin, capacitor, hygiene and metalized films). The amalgamation of the subsidiary is a step in the same direction besides allowing the Company to consolidate its activities in this area while providing meaningful revival and development of the merging entity. It bears mentioning that the subsidiary had positive net worth and that there is no change in the share capital structure of the Company as a result of the merger. The plants at Barjora and Pithampur are both focused on thin BOPP Films for specialized applications, and the Company remains the only indigenous producer of such films; both plants operated at high utilization levels. Considering the growth in domestic and export markets, sustainable opportunities and the capabilities of the Company, capacity enhancement has been proposed and a new manufacturing line has also been ordered.

Employees Stock Option Schemes are implemented in accordance with SEBI Guidelines. Details of options granted and outstanding along with other particulars as requited under SEBI Guidelines are annexed hereto.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Aggregate production quantities were higher by nearly 30% at 31,373 MT over the previous year. Gross sales value at Rs.3379.300 Millions was higher than that achieved in the previous year by nearly 53%, reflecting the higher physical sales, switch to higher value added products to the extent possible, the volatility in input prices, increase in sheet deliveries on sale basis (over conversion/toll manufacture basis), and increase in excise duty on part withdrawal of stimulus package. Profit before Depreciation, Exceptional items and Tax at Rs.225.207 Millions was higher by over 50% compared to the previous year (Rs.147.997 Millions). Despite significantly higher Depreciation during the year at Rs.131.106 Millions (Rs.86.859 Millions) due to capacity enhancements and merger of subsidiary and the absence of any exceptional income (Rs.9.040 Millions previous year), Profit before $ax was higher at Rs.94.102 Millions against Rs.70.178 Millions in the previous year. These results reflect pressures of volatile input prices and the extremely competitive environment, balanced by efforts towards cost control and productivity enhancement. they believe that all there businesses are backed by necessary skills and expertise; there core competency can be seen to lie in the extrusion field, particularly in the coextrusion process. There financial performance is generally representative of competitiveness in there core operations and quality of products and services.

COMPANY AND INDUSTRY STRUCTURE

Company operations are focused in there segment of core competence viz. Polymers Business and structured into 3 operating Divisions. Each operating division has been kept self-sufficient managerially to perform its own duties and functions, with support provided at a corporate level as and when required. Data on capacities, volumes and turnover are contained in the Notes to the Accounts and a summary is given below.

POLYMERS BUSINESS	2011		2010
(net of inter-unit adjustments)	Production	Sales	Production	Sales
	MT	Rs. In Millions	MT	Rs. In Millions
Biax Division	3889	710.200	3066	475.400
Coex Division	17998	1691.100	13042	1081.900
Thermosets Division	9486	978.000	8099	646.600
Total	31373	3379.300	24207	2203.900

The industry structure in the field of polymers processing is spread wide, from miniscule to fairly large capacities. There is no direct thumb-rule in terms of "size vs. profitability" and it is possible for players to work out their own viable economics depending upon various factors, mainly a combination of product mix and market segment or niche that the player focuses on. Supply chain linkages to clients can play an additional role for some. Since polymers are freely available at prices synchronized to global prices, market focus besides technical and service competence has been the key to success. It is fair to say that the Company is a mid-sized player with significant strengths in its market segments, but remains subject to the usual market pressures. In the overall, the Company's operations are relatively capital intensive; raw material and power constitute the largest proportions of direct costs. They believe that opportunities are substantial both in terms of market growth and product diversity and that threats from replacement products are not materially significant. The main raw materials used by the Company are Thermoplastic Resins (such as Polypropylene, Styrenic Polymers and LD/LLD Polyethylene, etc.), Phenol and Formaldehyde.

They firmly recognize that total customer satisfaction is the key to there success. There aim is to build sound customer relationships through creation of value for them, and in the process earn an equitable return for ourselves. Quality is built into products through appropriate manufacturing technology and work methods. Manufacturing at all units is carried out by suitably qualified personnel under strict quality standards. Continuous product development for specific applications has helped them in proactively developing technically sustainable solutions with clear customer benefits. Biax Division and Coex Division's Ranjangaon Unit maintained the certification of their Quality Systems under ISO 9001:2008 standards for the manufacture of BOPP Films and manufacture and thermoforming of Coextruded Plastic Sheets respectively. During the year, Biax Division's Pithampur Unit, Coex Division's Faridabad unit and Thermosets Division were re-certified for the manufacture of BOPP Films (bare and metalized) for Capacitor Application, Coextruded Multilayer Plastic Sheets and Cast Films and for the development and manufacture of Phenolic Resins, Phenol Formaldehyde Moulding and Amino Moulding Compounds respectively and Coex Division's Greater Noida Unit received fresh certification for the manufacture and thermoforming of Coextruded Plastic Sheets, all under ISO 9001:2008 standards.

BIAX DIVISION

Biax Division manufactures a range of coextruded Biaxially Oriented Polypropylene ("BOPP") Films on sophisticated, automated production lines, having multipurpose use in applications ranging from food packaging to specialized films for use in electronics, besides being used for print lamination, cigarette overwraps, adhesive tape etc. The World flexible packaging market estimated at over 15 million tonnes of plastic films and other substrates to produce a variety of flexible packaging continues to grow at over 6%. The per capita consumption in the Asia-Pacific markets remains well below that of Europe and North America, signifying good growth potential. The flexible packaging industry in India has been developing very rapidly driven by the prevailing low consumption of flexible packaging in India together with the generally consistent growth in Indian economy, changes in consumption patterns for packaged food and other convenience products and the trends in the retail industry. With BOPP films constituting a significant input into this industry and with development of new applications, the oriented films market in India continues to grow at a rapid pace (approx.10%) significantly higher than the global growth rate. In this backdrop, the Indian BOPP industry continues to grow at a rapid pace with consistent demand and healthy growth encouraging sizable investment and capacity enhancement by existing players and new entrants. During the year 30,000 MT fresh capacity was commissioned and a further 1 lac MT is expected over the next few months taking total domestic capacity to nearly 5.5 lac MT per annum. Industry capacity utilization remained good with the capacity added almost entirely absorbed by year-end with revival of exports and increased demand following a BoPET film shortage. Raw material prices were highly volatile with crude crossing the $100 per barrel mark and continuing of anti-dumping duties on polypropylene. There focus however, remains essentially dedicated, within there core strengths, to special products and niche markets, largely thin films for specialized electrical applications, which together with consistently high quality and service standards enabled them to maintain near full capacity utilization with there products continuing to be well received by the market with improvement in export volumes as well. With the sustained growth in the Indian economy and particularly in the white goods and power sectors, this segment offers a good platform to strengthen there position as leaders in this sector. There strategic intent for BOPP films therefore remains directed towards thin and capacitor films and the Company is considering appropriate expansion. There plants continued to operate at near full utilization and total production during the year was 3,889 MT (not comparable with 3,066 MT previous year due production of thinner films and inclusion of production from Pithampur unit merged during the year).

COEX DIVISION

Coex Division manufactures coextruded sheets, thermoformed refrigerator liners and coextruded cast films. There products are usually custom-made to customer needs and based on various polymers including Polystyrene, Polypropylene and Polyethylene. Applications for there product range are wide and there range includes a variety of sheets for refrigerator liners, disposable containers, automotive parts, etc. Cast films are high clarity films including stretch wrap and cling film, specially formulated films for medical disposables, hygiene films, polypropylene film and others for packaging applications. The refrigerator sector, the division's major market segment, continued to exhibit high growth of over 8% albeit lower than the vigorous growth of over 35% on a lower base in the previous year. They continue to hold there position as the leading supplier of sheets to the white goods industry, with plants at multiple locations and in close proximity to customer units, through consistent focus on product quality, development and superior service, which have also been recognized by major customers. In the cast films segment, there focus has been on special films and continuous innovation. Total production of sheets, including as liners, (adjusted for inter-unit transfers) and cast films at this division at 17,998 MT during the year was almost 38 % higher than during the previous year (13,042 MT), reflecting the growth in consumer durable markets and growth in there market share. Operations at the Faridabad unit continue to be uneconomic largely due to high cost and poor consistency of supply/quality of power, and high labour costs. Accordingly at Faridabad focus was only on production of cast films and sheet production was kept to the minimum possible. Various other steps are also under consideration to arrest the decline at this location and/or evolve new solutions. During the year, the Company enhanced capacity at Greater Noida through addition of a state-of-art coextruded sheet line and, towards the end of the year, a fully automated thermoforming line to meet specific additional requirements from its customers. The new lines are also performing to expectation.

THERMOSETS DIVISION

The unit of Thermosets Division, originally established over 60"years ago, is a pioneer in the field of Thermosetting materials, including Phenol Formaldehyde and Melamine Formaldehyde besides Phenolic Resins. These products are widely used in electrical accessories and components, automotive parts, textile machinery, railway signaling parts, grinding wheels, friction materials, industrial laminates,, adhesives, inks, and tyres/rubber industry besides foundry applications. The unit remains the largest producer in the country for Phenolic moulding compounds and Non-Foundry/refractory Phenolic resins. The ability to offer a comprehensive range of products, particularly custom-made, supported by capacity enhancements in the previous year, has enabled the division to hold market leadership. Total Production during the year at 9,486 MT (excluding captive consumption of resins), was 17.17% higher than the 8,099 MT produced in the previous year and was achieved despite severe competitive pressures, including from imports, and extremely volatile raw material prices, particularly for phenol. Efforts continue to develop new grades of moulding compounds and resins with good domestic and export potential.

However, the Thermosets business has the traits of (a) being susceptible to price and availability of phenol - the major and critical input (there being only 2 domestic producers in the country); (b) being relatively dominated by SSI players on the one hand and relatively large players like them on the other hand; and (c) typical plant capacities even in the case of large players like Xpro remains very small compared to capacities of the typical plants abroad. In keeping with global trends, major multinational organizations have entered (or are seeking to enter) the Indian market, thereby relegating players like Xpro to a new intermediate class. Sustained operations and growth would then require significant investments in product development, RandD, and capital expenditure to continue to remain a dominant stand-alone player. With the core competence of the Company being in the thermoplastic and extrusions related field (and which also offer better returns), capital investments and growth in these areas would be more natural to the Company's growth plans. In this background and keeping in view all relevant factors, the Company had examined various options and based on careful consideration it was considered in the best interests to exit completely at appropriate valuations. Following discussions with more than one possible party, the Company has identified and negotiated the terms and conditions for transfer of the Division as a going concern.

CONTINGENT LIABILITIES NOT PROVIDED FOR

Rs. In Millions

Particular	31.03.2011	31.03.2010
Claims against the company, not acknowledged as debts	0.387	0.826
sales Tax, Excise and customs matters under appeal	35.650	39.561
Income tax matters under appeal	Nil	33.511
Outstanding guarantee to bank for Subsidiary Company (In the opinion of the company, the possibility relating to net outflow on the above accounts are remote)	Nil	150.000
Estimated amount of contracts remaining to be executed on capital Account (Net of Advances)	34.978	18.411
Unpaid portion of subscribed Equity Capital in Subsidiary	4.750	4.750

FIXED ASSETS

• Freehold Land
• Leasehold Land
• Buildings
• Plant and Machinery
• Furniture and Fixtures
• Vehicles
• Computer
• Equipment and Fittings

WEBSITE DETAILS

BUSINESS DESCRIPTION

Established in 1998, Subject is a manufacturer and supplier of cast sheets and synthetic resins. The company also manufactures a range of metallised, capacitor and bi-axially oriented polypropylene films. It offers mono-layered and co-extruded plastic sheets for manufacturing refrigerator doors, cabinet liners, automotive flooring, trims and panels, and disposable cups and containers. In addition, the company supplies synthetic resins and thermoset moulding materials for manufacturing rice rollers, grinding wheels, coated abrasives, varnishes, paints, electric components, and compressed wood and decorative laminates. It offers bi-axially oriented polypropylene films for packing bakery products, biscuits, confectioneries, potato chips, processed food items and salted snacks. Additionally, the company spins cotton yarn for exporting.

BOARD OF DIRECTORS:

C. Bhaskar

Chief Executive Officer, Managing Director, 

Mr. C. Bhaskar serves as Chief Executive Officer, Managing Director, Executive Director of Subject. He was appointed as Managing Director and Chief Executive Officer of the Company with effect from January 1, 2006. Mr.C Bhaskar, B.Tech. (Chem.), PGDM (IIM-C), MIMA, and having experience of 30 years is a Business Executive. He has also attended management development programmes at the Indian School of Business and other Institutions. He has been appointed as Managing Director.and Chief Executive Officer subject to the superintendence, control and direction of Board of Directors, entrusted with substantial powers of management in respect of the whole of the affairs of the Company and shall perform such duties and exercise such powers as have been or may be entrusted to or conferred upon him by the Board from time to time. He has been associated with the business of the Company since 1984. Considering his background and experience, he is eminently suitable to hold the position of Managing Director and Chief Executive Officer in the Company.

Madhushree Birla

Non-Executive Director

Mrs. Madhushree Birla serves as Non-Executive Director of Subject. She is graduate from University of Ahmedabad, has served as Director and Advisor of various Corporate Bodies at different times. She is presently Executive Director of iPro Capital Limited, renders professional advisory services and is also engaged in social work. Mrs. Birla is presently Director on the Boards of Alpha Capital Management (Singapore) Pte. Limited, IntelliPro Finance Private Limited and MBA Infosoft Private Limited. She does not hold any membership of Committees of any Board. Mrs. Madhushree Birla does not hold any shares of the Company.

Amitabha Ghosh

Non-Executive Independent Director

Mr. Amitabha Ghosh serves as Non-Executive Independent Director of Subject. He is a Chartered Accountant and Fellow, Indian Institute of Bankers having in finance and banking spanning over five decades. He was earlier Chairman and Managing Director of Allahabad Bank and Deputy Governor of Reserve Bank of India. He was also Chairman of RBI Services Board and Deposit Insurance and Credit Guarantee Corporation and member of the Board of IDBI, Exim Bank, IRBI, National Institute of Bank Management and Institute of Banking Personnel Relations. Mr. Ghosh is presently Director on the Boards of Centenary Leasing Company Private. Limited, Joonktollee Tea and Industries Limited, Kesoram Industries Limited, Mysore Cements Limited, Orient Paper and Industries Limited, Palit Consultancy Private Limited, Peninsula Land Limited, Sahara Hospitality Limited, Sahara India Life Insurance Company Limited, Sahara Prime City Limited, Shree Cements Limited, Shreyas Shipping and Logistics Limited, Shreyas Relay Systems Limited and Zenith Fibres Limited Mr. Ghosh is Chairman of Audit Committee of Mysore Cements Limited, Orient Paper and Industries Limited, Peninsula Land Limited, Sahara Prime City Limited and Shreyas Shipping and Logistics Limited and member of the Audit Committee of Joonktollee Tea and Industries Limited, Kesoram Industries Limited, Sahara India Life Insurance Company Limited, and Member of Share Transfer and Shareholders/Investors Grievance Committee of Mysore Cements Limited, Member pf Remuneration Committee of Peninsula Land Limited, Member of Investment Committee of Sahara India Life Insurance Company Limited besides being member of Remuneration and Nomination Committee of the Company.

Utsav Parekh

Non-Executive Independent Director

Mr.. Utsav Parekh serves as Non-Executive Independent Director of Subject. He holds a Bachelor's Degree in Commerce with honours. He has experience of about 28 years as Merchant Banker, and in Stock Broking and Financial Services. He is a member of (he Calcutta Stock Exchange Association. Mr. Utsav Parekh is presently a Director on the Boards of Bengal Aerotropolis Projects Limited, Lend Lease Company (India) Limited, Mcleod Russell India Limited, Mcnally Bharat Engg. Company Limited, Networth Stock Broking Limited and SMIFS Capital Markets Limited. He is a member of Audit Committee of Mcnally Bharat Engg. Company Limited and SMIFS Capital Markets Limited member of Remuneration Committee of Mcnally Bharat Engg. Company Limited, member of Committee of Directors of SMIFS Capital Markets Limited, member of Investors Grievance Committee of Mcleod Russell (India) Limited, Mcnally Bharat Engg. Company Limited and SMIFS Capital Markets Limited and member of Share Transfer Committee of SMIFS Capital Markets Limited. He is a member of Audit Committee, Remuneration and Nomination Committee and the Committee of Directors besides being Chairman of Share Transfer and Shareholders/Investors Grievance Committee of the Company.

S. Ragothaman

Non-Executive Independent Director

Mr. S. Ragothaman serves as Non-Executive Independent Director of Subject. He is a Commerce Graduate and Chartered Accountant. He is presently a self-employed professional and was formerly a senior official of ICICI Limited. He has to his credit experience of over 37 years in the field of Finance. Mr. Ragothaman is presently Director on the Boards of Biax Speciality Films Private Limited Hinduja Foundries Limited, Sakthi Finance Limited, Shreyas Shipping and Logistics Limited, The Bombay Dyeing and Manufacturing Company Limited and Xpro Global Limited Mr. Ragothaman is Chairman of Remuneration Committee, Member of Audit Committee and Share Transfer and Shareholders/Investors Grievance Committee of Hinduja Foundries Limited, Member of Audit Committee and Remuneration Committee of Shreyas Shipping and Logistics Limited, Chairman of Audit Committee and Member of Remuneration, Finance and Executive Committees of The Bombay Dyeing and Manufacturing Company Limited besides being Chairman of the Audit Committee of the Company. Mr. Ragothaman holds 3493 (0.03%) Equity Shares of the Company. Except Mr. S. Ragothaman, no other Director is interested in the resolution.

C. Bhaskar

Chief Executive Officer, Managing Director, Executive Director

Mr. C. Bhaskar serves as Chief Executive Officer, Managing Director, Executive Director of Subject. He was appointed as Managing Director and Chief Executive Officer of the Company with effect from January 1, 2006. Mr. C Bhaskar, B.Tech. (Chem.), PGDM (IIM-C), MIMA, and having experience of 30 years is a Business Executive. He has also attended management development programmes at the Indian School of Business and other Institutions. He has been appointed as Managing Director and Chief Executive Officer subject to the superintendence, control and direction of Board of Directors, entrusted with substantial powers of management in respect of the whole of the affairs of the Company and shall perform such duties and exercise such powers as have been or may be entrusted to or conferred upon him by the Board from time to time. He has been associated with the business of the Company since 1984. Considering his background and experience, he is eminently suitable to hold the position of Managing Director and Chief Executive Officer in the Company.

PRESS RELEASES:

Accord Fintech (India)

02 April 2012

India, April 2 -- Xpro India Limited has informed BSE that a meeting of the Board of Directors of the Company will be held on April 26, 2012, inter alia, to consider and approve audited accounts of the Company for the financial year 2011-12, and also to recommend payment of Dividend, if any, for the said financial year.

Accord Fintech (India)

09 December 2011

India, Dec. 09 -- Subject has informed the Exchange that as a routine course of business, Fitch Ratings have upgraded National Long-term rating to 'Fitch BBB(ind)' from 'Fitch BBB-(ind) {(BBB minus (ind)} to the Company with a "Stable" Outlook.

Accord Fintech (India)

05 December 2011

India, Dec. 05 -- Xpro India is currently trading at Rs.56.10, up by 1.25 points or 2.28% from its previous closing of Rs. 54.85 on the BSE. The scrip opened at Rs.53.00 and has touched a high and low of Rs.57.20 and Rs.52.95 respectively. So far 44151 shares were traded on the counter. The BSE group 'B' stock of face value Rs.10 has touched a 52 week high of Rs.79.00 on 07-Jan-2011 and a 52 week low of Rs.43.50 on 25-Feb-2011.Last one week high and low of the scrip stood at Rs.57.20 and Rs.47.05 respectively. The current market cap of the company is Rs.623.6 Millions. The promoters holding in the company stood at 46.74% while Institutions and Non-Institutions held 1.11% and 52.15% respectively.½Credit rating agency, Fitch Ratings has upgraded Xpro India (Xpro) National long-term Rating to 'BBB (India)' from 'BBB-(India)'. The outlook is stable. The rating agency has also upgraded rating of long-term bank loans of Rs.635.000 Millions (enhanced from Rs.405.400 Millions) to 'BBB (India)' from 'BBB-(India)'; upgraded rating of fund-based working capital limits of Rs.338.500 Millions (enhanced from Rs.308.500 Millions) to 'BBB (India) / A2 (India)' from 'BBB-(India)/ A3(India)'; upgraded rating of non-fund-based working capital limits of Rs.284.700 Millions (enhanced from Rs.263.000 Millions) to 'A2 (India)' from 'A3(India)' and also upgraded rating of commercial paper programme (within fund-based working capital limits) of Rs.100.000 Millions to 'A2(India)' from 'A3(India)'.The upgrade reflects Xpro improving credit profile led by sustained improvement in leverage (net debt to EBITDA) - 1.7x in FY11 (FY10: 2.7x; FY09: 3.6x). This improvement is driven by expanding EBITDA from strong revenue growth in FY10 and FY11.Xpro India is a diversified multi - divisional, multi - Location Company with a strong commitment to the polymer processing industry. Xpro India has a product portfolio consisting of BOPP films, coex cast films, coex sheets, synthetic resins, thermoset moulding materials and cotton yarn.

Hindustan Times (India)

24 October 2011

NEW DELHI, Oct. 24 -- If you were hoping to see the Sensex reverse its downslide this festive season, you may be disappointed.

A majority of CEOs participating in an exclusive survey by Hindustan Times and research agency MaRS do not expect the stock market to turn around soon as high interest rates and global uncertainties prolong India's economic slowdown.

Top executives of 64 companies took part in the inaugural edition of the survey, CEO SPEAK, conducted during October 13-20.

More than half of them said the overall economic demand in this festive season has been below expectation, while 50% found consumer sentiment to be weaker than last year. These, coupled with global economic uncertainties, will delay any revival in the stock market, they said.

"I don't see any positive triggers," said Harsh Pati Singhania, managing director of JK Papers Limited., who doesn't see the economy staging an upturn in this fiscal year. "Policy paralysis due to political uncertainties could also come in the way of the stock market turning around."

The quarterly earnings reports released through the past two weeks have offered little to boost investors' sentiment, said Sidharth Birla, Chairman, Xpro India. "The perception of a falling market will make people want to wait."

About 62% of the respondents see the economy growing below 7.5% this year compared to earlier expectations of a 9% growth.

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.52.93
UK Pound	1	Rs.85.85
Euro	1	Rs.69.94

INFORMATION DETAILS

Report Prepared by :

NTH

SCORE & RATING EXPLANATIONS

SCORE FACTORS	RANGE	POINTS
HISTORY	1~10	6
PAID-UP CAPITAL	1~10	5
OPERATING SCALE	1~10	6
FINANCIAL CONDITION
--BUSINESS SCALE	1~10	5
--PROFITABILIRY	1~10	5
--LIQUIDITY	1~10	5
--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	YES
--AFFILIATION	YES/NO	YES
--LISTED	YES/NO	YES
--OTHER MERIT FACTORS	YES/NO	YES
TOTAL		49

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.