MIRA INFORM REPORT

Report Date :

23.05.2012

IDENTIFICATION DETAILS

Name :	BAYER MATERIALSCIENCE PRIVATE LIMITED
Registered Office :	Bayer House, Central Avenue Hiranandani Gardens, powai, Mumbai – 400 076, Maharashtra
Country :	India
Financials (as on) :	31.03.2011
Date of Incorporation :	11.09.1995
Com. Reg. No.:	11- 179724
Capital Investment / Paid-up Capital :	Rs.1002.677 millions
CIN No.: [Company Identification No.]	u19113mh1995ptc179724
Legal Form :	Private Limited Liability Company
Line of Business :	Manufacturer of Thermoplastic Polyurethanes and Chemicals
No. of Employees :	200 (Approximately)

RATING & COMMENTS

MIRA’s Rating :

B (39)

RATING		STATUS	PROPOSED CREDIT LINE
26-40	B	Capability to overcome financial difficulties seems comparatively below average.	Small

Maximum Credit Limit :	USD 3900000
Status :	Moderate
Payment Behaviour :	Usually Correct
Litigation :	Clear
Comments :	Subject is a subsidiary of Bayer AG, Germany. Financial position of the company is moderate. There appear some losses being incurred by the company in the current year i.e. 2010-11. However, trade relations are reported as fair. Business is active. Payments are reported to be usually correct. In view of strong holding, 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 DECLINED

Management non – cooperative

LOCATIONS

Registered Office :	Bayer House, Central Avenue Hiranandani Gardens, powai, Mumbai – 400 076, Maharashtra
Tel. No.:	91-22-25711234
Fax No.:	91-22-25700147
E-Mail :	niranjan.ketkar@bayercropscience.com hasmukh.patel@bayer.com kaikobad.mistry@bayer.com
Website :	www.bayer.com
Area :	2500 Sq.ft.
Location :	Owned
Corporate Office:	Building C-195, Kolshet Road, Thane – 400607, Maharashtra, India
Tel No.:	91-22-25311234

DIRECTORS

As on: 18.08.2011

Name :	Mr. Stephan Feirdhelm Gerlich
Designation :	Chairman Cum Managing Director
Address :	Vinrita, Flat No. 13 and 14, Plot No. 98 of TPS IV, Prof. Almedia Road, Bandra, Mumbai – 400 050, Maharashtra, India
Date of Birth/Age :	11.09.1958
Date of Appointment :	24.07.2008
DIN No.:	00063222
Name :	Mr. Kaikobad Behram Mistry
Designation :	Director
Address :	The Anchorage, 217/A, Staff Road, Secunderabad – 500 009, Andhra Pradesh, India
Date of Birth/Age :	16.12.1959
Date of Appointment :	01.07.2008
DIN No.:	02253294
Name :	Mr. Darius Cavasji Shroff
Designation :	Director
Address :	Moonlight, Flat No. 8, Maharishi Karve Road, Mumbai – 400 020, Maharashtra, India
Date of Birth/Age :	08.08.1944
Date of Appointment :	07.12.2006
DIN No.:	00170680
Name :	Mr. Subrahmanian Kugalur Ramasesha Venkata
Designation :	Director
Address :	8, Rushilla, 17C, Carmichael Road, Mumbai – 400 026, Maharashtra, India
Date of Birth/Age :	26.09.1933
Date of Appointment :	13.06.1996
DIN No.:	00005292

KEY EXECUTIVES

Name :	Mr. Niranajn Arun Ketkar
Designation :	Secretary
Address :	A/101, Om Vaibhav Park, Tandon Road, Ram Nagar, Dombivli – 421 201, Maharashtra, India
Date of Birth/Age :	27.09.1975
Date of Appointment :	26.02.2007
Pan No.:	AHLPK6422E

MAJOR SHAREHOLDERS / SHAREHOLDING PATTERN

As on: 18.08.2011

Names of Shareholders	No. of Shares
Bayer AG, Germany	100267652
Bayer AG, Germany jointly with Shirin V Balsara	1
Bayer AG, Germany jointly with Pradnesh Kamat	1
Total	100267654

As on: 18.08.2011

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]		100.00
	Total	100.00

BUSINESS DETAILS

Line of Business :

Manufacturer of Thermoplastic Polyurethanes and Chemicals

Products / Services :

Product	Item Code No. (ITC Code)
Desmodur 44 V 20 L	292910.90
Desmodur Vppu 926	292910.90
Bayfit 23 BT 001	390799.00

PRODUCTION STATUS (As on 31.03.2010)

Particulars	Unit	Installed Capacity	Actual Production
Thermoplastic Polyurethanes	Tons	2500	2118
Polyurethanes	Tons	20350	10928
Polycarbonates	Tons	7500	212
Coatings, Adhesives, Specialties	Tons	18000	--

NOTES:

Installed capacity is on triple shift working basis.

Installed capacities are as per the certificate given by the Management of the Company on which auditors have relied as this being technical in nature.

Being multipurpose plant, installed capacity is variable in view of different product mix produced in the plant.

Manufacturing units of Polycarbonates and Coatings, Adhesives, Specialties have commenced the operations in the current year.

GENERAL INFORMATION

No. of Employees :

200 (Approximately)

Bankers :

HDFC Bank, Senapati Bapat Marg, Lower Parel, Mumbai, Maharashtra, India

Facilities :

Unsecured Loans	31.03.2011 (Rs. In Millions)	31.03.2010 (Rs. In Millions)
Inter Corporate Bodies	1445.000	410.000
Loan from banks	0.000	0.000
Loan others	1387.000	1096.000
Loan from Holding Company	780.000	780.000
Cash Credit from banks	0.000	27.225
Total	3612.000	2313.225

Banking Relations :

---

Auditors :

Name :

Price Waterhouse

Chartered Accountants

Address :

252, Veer Savarkar Marg, Shivaji Park, Dadar, Mumbai – 400 028, Maharashtra

Pan No.:

AAEFP5579P

Holding Company :

Bayer AG, Germany

Subsidiaries :

· Bayer Pharmaceuticals Private Limited, India (Upto December 21,2009)

Parties under Common Control :

• Private Limited, India
• Bayer Business Services GmbH
• Bayer CropScience Limited, India
• Bayer Malibu Polymers Private Limited
• Bayer MaterialScience AG, Germany
• Bayer MaterialScience Limited, Hongkong
• Bayer MaterialScience LLC, USA
• Bayer Polyurethanes Taiwan LIMITED., Taiwan
• Bayer South East Asia Pte Limited
• Bayer System Pearl Fzco
• Bayer Technology and Engineering (Shanghai) Company Limited
• Bayer Technology Services GmbH
• Bayer Thai Company Limited
• Bayer Uretech Limited, Taiwan
• Bilag Industries Private Limited, India
• Sumika Bayer Urethane Company Limited, Japan
• Bayer Sheet Europe S.P.A., Italy
• PT Bayer MaterialScience, Indonesia
• Bayer Co (Malaysia) Sdn Bhd
• Ehrfeld Mikrotechnik BTS GmbH
• Bayer Direct Services GmbH, Germany
• Bayer MaterialScience SL
• Nunhems India Private Limited
• Bayer MaterialScience China Company Limited
• Bayer Pharmaceuticals Private Limited, India (Effective December 22, 2009)

CAPITAL STRUCTURE

After 18.08.2011

Authorised Capital : Rs.1600.000 Millions

Issued, Subscribed & Paid-up Capital : Rs.1262.677 Millions

As on: 31.03.2011

Authorised Capital :

No. of Shares	Type	Value	Amount
160000000	Equity Shares	Rs. 10/- each	Rs. 1600.000 millions

Issued, Subscribed & Paid-up Capital :

No. of Shares	Type	Value	Amount
100267654	Equity Shares	Rs. 10/- each	Rs.1002.677 millions

Note : 100,267,654 (Previous year 100,267,654) Equity shares are held by Byer AG, Germany, the holding company and its nominees.

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		1002.677	1002.676	1002.676
2] Share Application Money		0.000	0.000	0.000
3] Reserves & Surplus		2.440	150.070	136.298
4] (Accumulated Losses)		(35.674)	0.000	0.000
NETWORTH		969.443	1152.746	1138.974
LOAN FUNDS
1] Secured Loans		0.000	0.000	0.000
2] Unsecured Loans		3612.000	2313.225	1139.997
TOTAL BORROWING		3612.000	2313.225	1139.997
DEFERRED TAX LIABILITIES		0.000	0.000	0.000
TOTAL		4581.443	3465.971	2278.971
APPLICATION OF FUNDS
FIXED ASSETS [Net Block]		2769.082	595.687	601.687
Capital work-in-progress		18.374	1276.350	246.284
INVESTMENT		89.528	89.528	218.666
DEFERREX TAX ASSETS		0.000	0.000	0.000
CURRENT ASSETS, LOANS & ADVANCES
	Inventories	955.606	693.255	438.414
	Sundry Debtors	1008.562	709.000	642.846
	Cash & Bank Balances	458.549	478.942	34.570
	Other Current Assets	0.000	0.000	0.000
	Loans & Advances	535.134	408.345	476.827
Total Current Assets		2957.851	2289.542	1592.657
Less : CURRENT LIABILITIES & PROVISIONS
	Current Liabilities	1147.517	687.723	18.076
	Sundry Creditors	52.877	54.125	349.343
	Provisions	52.998	43.288	12.905
Total Current Liabilities		1253.392	785.136	380.324
Net Current Assets		1704.459	1504.406	1212.334
MISCELLANEOUS EXPENSES		0.000	0.000	0.000
TOTAL		4581.443	3465.971	2278.971

PROFIT & LOSS ACCOUNT

	PARTICULARS		31.03.2011	31.03.2010	31.03.2009
	SALES
		Income	3944.000	2976.292	2047.164
		Other Income
		TOTAL	3944.000	2976.292	2047.164
Less	EXPENSES
		Office Expenses
		Administrative Expenses
		Advertising Expenses
		TOTAL	4128.000	2924.448	2209.542
	PROFIT / (LOSS) BEFORE TAX (E-F)		(184.000)	51.844	(162.378)
Less	TAX		NA	38.074	(1.477)
	PROFIT/ (LOSS) AFTER TAX		NA	13.770	(160.901)
	EARNINGS IN FOREIGN CURRENCY
		Export Earnings			72.062
		Commission Earnings	NA	2104.000	286.947
		Other Earnings			0.000
	TOTAL EARNINGS		NA	2104.000	359.009
	IMPORTS
		Raw Materials	NA	NA	545.912
		Stores & Spares	NA	NA	2.087
		Capital Goods	NA	NA	140.073
		Others	NA	NA	495.252
	TOTAL IMPORTS		NA	NA	1183.324
	Earnings / (LOSS) Per Share (Rs.)		--	0.14	(1.60)

KEY RATIOS

PARTICULARS		31.03.2011	31.03.2010	31.03.2009
PAT / Total Income	(%)	NA	0.46	(7.86)
Return on Total Assets (PBT/Total Assets}	(%)	3.21	1.80	(7.40)
Return on Investment (ROI) (PBT/Networth)		0.18	0.04	(0.14)
Debt Equity Ratio (Total Liability/Networth)		5.01	2.69	1.33
Current Ratio (Current Asset/Current Liability)		2.35	2.92	4.19

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	Yes
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	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%	--
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	Yes

DETAILS OF SUNDRY CREDITORS

Rs. In Millions

Particular	31.03.2011	31.03.2010	31.03.2009
Creditors due small micro enterprises	3.327	0.001	0.000
Creditors due others	1144.190	687.722	18.076
Total	1147.517	687.723	18.076

OPERATION:

During the year, The Company has earned a total income including other income of Rs.3944.00 millions (previous period Rs.2976.000 millions) which includes Rs.399.000 millions (previous year Rs.339.000 millions) by way of exports. After meeting the operative expenses, the loss before tax works out to Rs.184.000 millions (previous year profit before tax Rs.52.000 millions). This loss is significantly on account of higher depreciation and significantly higher interest expenses and cash loss is Rs.55.000 millions. Investment made and capacity utilisation is ongoing.

CONTINGENT LIABILITIES:

(Rs. In Millions)

Particular	31.03.2011	31.03.2010
Outstanding Bank Guarantees	2.853	3.178
Outstanding Bank Guarantees	2.751	2.751
In respect of Sales Tax Matters	26.029	41.902
In respect of Sales Tax Matters	172.263	119.645
In respect of Service Tax matters	135.821	0.000

FIXED ASSETS :

• Goodwill
• Software
• Freehold Land
• Buildings
• Leasehold Improvements
• Plant and Machinery
• Office Equipments
• Computers
• Furniture and Fixtures
• Vehicles

CMT REPORT (Corruption, Money Laundering & Terrorism]

The Public Notice information has been collected from various sources including but not limited to: The Courts, India Prisons Service, Interpol, etc.

1] INFORMATION ON DESIGNATED PARTY

No records exist designating subject or any of its beneficial owners, controlling shareholders or senior officers as terrorist or terrorist organization or whom notice had been received that all financial transactions involving their assets have been blocked or convicted, found guilty or against whom a judgement or order had been entered in a proceedings for violating money-laundering, anti-corruption or bribery or international economic or anti-terrorism sanction laws or whose assets were seized, blocked, frozen or ordered forfeited for violation of money laundering or international anti-terrorism laws.

2] Court Declaration :

No records exist to suggest that subject is or was the subject of any formal or informal allegations, prosecutions or other official proceeding for making any prohibited payments or other improper payments to government officials for engaging in prohibited transactions or with designated parties.

3] Asset Declaration :

No records exist to suggest that the property or assets of the subject are derived from criminal conduct or a prohibited transaction.

4] Record on Financial Crime :

Charges or conviction registered against subject: None

5] 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.54.88
UK Pound	1	Rs.86.84
Euro	1	Rs.70.21

INFORMATION DETAILS

Information Gathered by :	PDT
Report Prepared by :	NTH

SCORE & RATING EXPLANATIONS

SCORE FACTORS	RANGE	POINTS
HISTORY	1~10	5
PAID-UP CAPITAL	1~10	5
OPERATING SCALE	1~10	5
FINANCIAL CONDITION
--BUSINESS SCALE	1~10	5
--PROFITABILIRY	1~10	3
--LIQUIDITY	1~10	4
--LEVERAGE	1~10	4
--RESERVES	1~10	4
--CREDIT LINES	1~10	4
--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		39

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

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.