MIRA INFORM REPORT

Report Date :

24.04.2013

IDENTIFICATION DETAILS

Name :	S H KELKAR AND COMPANY PRIVATE LIMITED
Registered Office :	Devkaran Mansion, 36, Mangaldas Road, Mumbai – 400002, Maharashtra
Country :	India
Financials (as on) :	31.03.2011
Date of Incorporation :	01.07.1955
Com. Reg. No.:	11-009593
Capital Investment / Paid-up Capital :	Rs.1051.880 Millions
CIN No.: [Company Identification No.]	U74999MH1955PTC009593
TAN No.: [Tax Deduction & Collection Account No.]	MUMS37437B
PAN No.: [Permanent Account No.]	AAACS9778G
Legal Form :	Private Limited Liability Company
Line of Business :	Manufacturer of Aromatic Chemicals Flavours and Fragrances.
No. of Employees :	Information Denied By Management

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 8950000
Status :	Satisfactory
Payment Behaviour :	Usually Correct
Litigation :	Clear
Comments :	Subject is a part of Kelkar Group Company. It is an established company having a satisfactory track record. Since the latest financials are not available, we have taken the figures from indirect source. It has performed well during 2012. Trade relations are reported to be fair. Business is active. Payments are reported to be usually correct and as per commitments. The company can be considered normal for normal business dealings at usual trade terms and conditions. Note: Indirect Source: CRISIL

NOTES :

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

EXTERNAL AGENCY RATING

Rating Agency Name	CRISIL
Rating	Long Term Rating: A
Rating Explanation	Adequate degree of safety and low credit risk.
Date	15.11.2012

RBI DEFAULTERS’ LIST STATUS

Subject’s name is not enlisted as a defaulter in the publicly available RBI Defaulters’ list.

EPF (Employee Provident Fund) DEFAULTERS’ LIST STATUS

Subject’s name is not enlisted as a defaulter in the publicly available EPF (Employee Provident Fund) Defaulters’ list as of 31-03-2012.

INFORMATION PARTED BY (GENERAL INFORMATION)

Name :	Mr. Chakranarthy
Designation :	Finance Head
Contact No.:	91-22-21677722
Date :	23.04.2013

LOCATIONS

Registered Office/ Export and Import Department :	Devkaran Mansion, 36, Mangaldas Road, Mumbai – 400002, Maharashtra, India
Tel. No.:	91-22-22069609/ 22019130/ 22069620/ 29/ 30
Fax No.:	91-22-22081204
E-Mail :	shkexp@bom2.vsnl.net.in shkelkar@shkelkar.com t_chakrabarty@shkelkar.com deeptichandratre@shkelkar.com export@skkelkar.com limayeal@yahoo.co.in ravi@bollardstrategic.com dixit@blackstone.com amit.dalmia@blackstone.com
Website :	www.shkelkar.com
Location :	Owned
Corporate Office :	Lal Bahadur Shastri Marg, Near Balrajeshwar Temple, Mulund (West), Mumbai – 400080, Maharashtra, India
Tel. No.:	91-22-25642242/ 43 / 45/ 0960/ 56/ 58 / 25640960/ 25906245 (Marketing)
Fax No.:	91-22-25647334/ 25645271/ 25645272/25640202 (Sales Department)
Email:	marketing@shkelkar.com (Marketing) katke@shkelkar.com (Sales)
Factory :	Vashivali, S. No.12-5,6 and S. No.30-34 and 36, Village Patalgana, District – Raigad - 410220, Maharashtra, India
Tel. No.:	91-2192-250628/ 30/ 250452/ 3
Fax No.:	91-2192-252753
Email:	salesvv@shkelkar.com
Sales Office :	Devkaran Mansion, 51/53, Shamaldas Gandhi Marg, Mumbai – 400002, Maharashtra, India
Tel No :	91-22-22019130/ 22019198
Email :	shkit@vsnl.com marketing@shkelkar.com

DIRECTORS

As on: 27.09.2012

Name :	Mr. Ramesh Vinayak Vaze
Designation :	Managing Director
Address :	L.B.S. Marg, Mulund (West), Mumbai – 400080, Maharashtra, India
Date of Birth/Age :	30.04.1941
Qualification :	B. Sc
Date of Appointment :	11.02.1981
DIN No.:	00509751
Name :	Mrs. Prabha Ramesh Vaze
Designation :	Director
Address :	Bal Rajeshwar Road, Mulund (West), Mumbai – 400080, Maharashtra, India
Date of Birth/Age :	19.06.1946
Date of Appointment :	29.10.1980
DIN No.:	00509817
Name :	Mr. Kedar Ramesh Vaze
Designation :	Director
Address :	Bal Rajeshwar Road, Mulund (West), Mumbai – 400080, Maharashtra, India
Date of Birth/Age :	12.11.1973
Qualification :	M. Sc., DMS
Date of Appointment :	27.08.2010
DIN No.:	00511325
Name :	Mr. Amit Mahendra Kumar Dixit
Designation :	Director
Address :	Thakur Nivas, Flat No.21, 173 Jamshedji Tata Road, Churchgate, Mumbai – 400020, Maharashtra, India
Date of Birth/Age :	26.01.1973
Date of Appointment :	27.09.2012
DIN No.:	01798942
Name :	Mr. Amit Satya Narayan Dalmia
Designation :	Director
Address :	Flat No.94, Building 4-A, Kalpataru Estate, JVLR, Andheri (East), Mumbai – 400093, Maharashtra, India
Date of Birth/Age :	30.10.1975
Date of Appointment :	27.09.2012
DIN No.:	05313886

KEY EXECUTIVES

Name :	Mrs. Deepti Pramod Parkar
Designation :	Company Secretary
Address :	3, Om Ramanand CHS, Savarkar Road, Dombivli – 421001, Maharashtra, India
Date of Birth/Age :	30.06.1984
Date of Appointment :	30.06.2011
PAN No.:	AOHPP5769E
Name :	Mr. Chakranarthy
Designation :	Finance Head

MAJOR SHAREHOLDERS / SHAREHOLDING PATTERN

As on: 27.09.2012

Names of Shareholders	No. of Shares
Prabha Vaze	7677
Ramesh Vaze	11665
Kedar Vaze	11322
Aditi Vaze	1269
Ramesh Vaze (as Karta of Ramesh Vaze HUF)	7675
Kedar Vaze (as Karta of Kedar Vaze HUF)	6503
Ramesh Vaze Family Trust	3045
Prabha Vaze Family Trust	3045
KNP Industries Pte. Limited, Singapore	10424
V G Vaze Charity Trust	2030
Kelkar Investment Company Private Limited, India	12918
Blackstone Capital Partners (Singapore) VI FDI Two Pte. Limited, Singapore	31692
Blackstone Family Investment Partnership (Singapore) VI-ESC FDI Two Pte. Limited	207
Aachman Vanijya Private Limited , India	1200
Acme Polytwist Private Limited, India	1200
Sri Agraganya Investment and Advisers Private Limited , India	600
Global Mercantile Private Limited, India	2400
Linton Engineering Services Private Limited, India	2400
Plant Lipids Private Limited, India	2124
Rashmi Pathak	588
Rajeev Pathak HUF	336
Total	120320

Equity Share Break up (Percentage of Total Equity)

As on: 27.09.2012

Category	Percentage
Bodies corporate	54.16
Directors or relatives of directors	27.31
Other top fifty shareholders	18.53
Total	100.00

BUSINESS DETAILS

Line of Business :

Manufacturer of Aromatic Chemicals Flavours and Fragrances.

Products :

Products Description	Item Code No.
Organic Chemicals	29.00
Fragrances	33.02

Exports :

Countries :

· Europe

· Asian Country

· Bangladesh

· Dubai

· USA

· UK

· Middle East

· Arabian Country

Imports :

Countries :

· China

· Taiwan

· US

· UK

· Korea

· Thailand

· Malaysia

GENERAL INFORMATION

No. of Employees :

Information Denied By Management

Bankers :

· HDFC Bank Limited

HDFC Bank House, Senapati Bapat Marg, Lower Parel (West), Mumbai – 400013, Maharashtra, India

· Standard Chartered Grindlays Bank Limited

90, Mahatma Gandhi Road, Mumbai - 400 001, Maharashtra, India

· The Sangli Bank Limited,

Mumbai Branch, Sangli Bank Building, 296, Perin Nariman Street, Mumbai - 400 001, Maharashtra, India

· Standard Chartered Bank,

123/125, M. G. Road, Fort, Mumbai – 400 001, Maharashtra, India

· ICICI Bank Limited

Landmarkrace Cource Circle, Alkapuri, Baroda – 390015, Gujarat, India

Facilities :

Secured Loans	31.03.2011	31.03.2010
	(Rs. In Millions)
Rupee term loans banks secured	173.365	0.000
Other external commercial borrowings secured	587.706	0.000
Working capital loans banks secured	805.672	0.000
Other Debt Secured	172.923	0.000
Total	1739.666	0.000

Banking Relations :	--
Auditors :
Name :	Batliboi and Purohit Chartered Accountants
Address :	National Insurance Building, 204, Dr. Dadabhai Naoroji Road, Mumbai - 400001, Maharashtra, India
Tel. No.:	91-22-22077941/ 42
PAN.:	AAAFB0915F
Subsidiaries Companies :	· K. V. Arochem Private Limited · Keva Fragrances Private Limited CIN No.: U24244MH1980PTC0233 · Keva Flavours Private Limited · Keva Biotech Private Limited · Kelkar Investment Company Private Limited · Keva UK Limited, United Kingdom · PFW Aroma Chemicals B.V., Netherlands · Keva Chemicals Private Limited

CAPITAL STRUCTURE

As on: 27.09.2012

Authorised Capital :

No. of Shares	Type	Value	Amount
250000	Equity Shares	Rs.1000/- each	Rs. 250.000 Millions
1059845	Preference Shares	Rs.1000/- each	Rs. 1059.845 Millions
15500	Preference Shares	Rs.10/- each	Rs. 0.155 Million
	Total		Rs. 1310.000 Millions

Issued, Subscribed & Paid-up Capital:

No. of Shares	Type	Value	Amount
120320	Equity Shares	Rs.1000/- each	Rs. 120.320 Millions

(AS ON 31.03.2011)

Authorised Capital :

No. of Shares	Type	Value	Amount
310000	Equity Shares	Rs.1000/- each	Rs. 310.000 Millions
1000000	Preference Shares	Rs.1000/- each	Rs. 1000.000 Millions
	Total		Rs. 1310.000 Millions

Issued, Subscribed & Paid-up Capital :

No. of Shares	Type	Value	Amount
51880	Equity Shares	Rs.1000/- each	Rs. 51.880 Millions
1000000	Preference shares	Rs.1000/- each	Rs. 1000.000 Millions
	Total		Rs. 1051.880 Millions

FINANCIAL DATA

[all figures are in Rupees Millions]

ABRIDGED BALANCE SHEET

SOURCES OF FUNDS		31.03.2011	31.03.2010
SHAREHOLDERS FUNDS
1] Share Capital		1051.880	120.000
2] Share Application Money		624.750	0.000
3] Reserves & Surplus		559.808	2719.782
4] (Accumulated Losses)		0.000	0.000
NETWORTH		2236.438	2839.782
LOAN FUNDS
1] Secured Loans		1739.666	0.000
2] Unsecured Loans		195.048	0.000
TOTAL BORROWING		1934.714	0.000
DEFERRED TAX LIABILITIES		0.000	0.000
TOTAL		4171.152	2839.782
APPLICATION OF FUNDS
FIXED ASSETS [Net Block]		1004.192	680.073
Capital work-in-progress		192.337	319.716
INVESTMENT		1005.436	2.828
DEFERREX TAX ASSETS		5.573	6.254
CURRENT ASSETS, LOANS & ADVANCES
	Inventories	1160.596	1007.582
	Sundry Debtors	609.950	569.705
	Cash & Bank Balances	66.947	483.058
	Other Current Assets	3.113	5.032
	Loans & Advances	589.677	330.191
Total Current Assets		2430.283	2395.568
Less : CURRENT LIABILITIES & PROVISIONS
	Sundry Creditor	191.340	145.996
	Other Current Liabilities	231.268	403.256
	Provisions	44.061	15.405
Total Current Liabilities		466.669	564.657
Net Current Assets		1963.614	1830.911
MISCELLANEOUS EXPENSES		0.000	0.000
TOTAL		4171.152	2839.782

PROFIT & LOSS ACCOUNT

	PARTICULARS		31.03.2012	31.03.2011	31.03.2010
	SALES
		Income		2754.100	2520.400
		Other Income		125.400	26.200
		TOTAL	NA	2879.500	2546.600
Less	EXPENSES
		Manufacturing and Other Expenses
		Increase/ Decrease in Stock
		TOTAL	NA	2574.800	2051.400
Less	PROFIT BEFORE INTEREST, TAX, DEPRECIATION AND AMORTISATION		NA	(Including Financial Expenses and Depreciation)	(Including Financial Expenses and Depreciation)
Less	FINANCIAL EXPENSES		NA
	PROFIT BEFORE TAX, DEPRECIATION AND AMORTISATION		NA
Less/ Add	DEPRECIATION/ AMORTISATION		NA
	PROFIT BEFORE TAX		NA	304.700	495.200
Less	TAX		NA	114.400	132.300
	PROFIT AFTER TAX		306.000	190.300	362.900
Add	PREVIOUS YEARS’ BALANCE BROUGHT FORWARD		NA	NA	NA
Less	APPROPRIATIONS
		Transfer to General Reserve	NA	NA	NA
	BALANCE CARRIED TO THE B/S		NA	NA	NA
	EARNINGS IN FOREIGN CURRENCY
		On account of export of goods on F.O.B. basis	NA	133.100	208.939
	TOTAL EARNINGS		NA	133.100	208.939
	IMPORTS
		Raw Materials	NA	NA	651.313
		Capital Goods	NA	NA	0.357
	TOTAL IMPORTS		NA	NA	651.670
	Earnings Per Share (Rs.)		2543.22	2067.00	3024.00

KEY RATIOS

PARTICULARS		31.03.2011	31.03.2010	31.03.2009
PAT / Total Income	(%)	NA	6.61	14.25
Net Profit Margin (PBT/Sales)	(%)	NA	11.06	19.65
Return on Total Assets (PBT/Total Assets}	(%)	NA	8.87	16.10
Return on Investment (ROI) (PBT/Networth)		NA	0.14	0.17
Debt Equity Ratio (Total Debt /Networth)		NA	0.86	0.00
Current Ratio (Current Asset/Current Liability)		NA	5.21	4.24

LOCAL AGENCY FURTHER INFORMATION

SUNDRY CREDIT DETAILS

(Rs in Millions)

Particular	31.03.2012	31.03.2011	31.03.2010
Creditors due others	NA	191.340	145.996
Total	NA	191.340	145.996

Sr. No.	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	No
9]	Name of person contacted	Yes
10]	Designation of contact person	Yes
11]	Turnover of firm for last two 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)	Yes
21]	Market information	----------------------
22]	Litigations that the firm / promoter involved in	----------------------
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	No
30]	Major Shareholders, if available	Yes
31]	Date of Birth of Proprietor/Partner/Director, if available	Yes
32]	PAN of Proprietor/Partner/Director, if available	No
33]	Voter ID No of Proprietor/Partner/Director, if available	No
34]	External Agency Rating, if available	Yes

BANKERS CHARGES REPORT AS PER REGISTRY

Corporate identity number of the company	U74999MH1955PTC009593
Name of the company	S H KELKAR AND COMPANY PRIVATE LIMITED
Address of the registered office or of the principal place of business in India of the company	Devkaran Mansion 36, Mangaldas Road, Mumbai – 400002, Maharashtra, India deeptichandratre@shkelkar.com
This form is for	Creation of charge
Particular of charge holder	ICICI Bank Limited Landmarkrace Cource Circle, Alkapuri, Baroda – 390015, Gujarat, India k.avinash@icicibank.com
Nature of description of the instrument creating or modifying the charge	Deed of hypothecation on stock and book debts between the company and ICICI Banl Limited dated October 31, 2012
Date of instrument Creating the charge	31.10.2012
Amount secured by the charge	Rs. 300.000 Millions
Brief particulars of the principal terms and conditions and extent and operation of the charge	Rate of Interest As per credit arrangement letter dated October 05, 2012 attached hereto. Terms of Repayment As per credit arrangement letter dated October 05, 2012 attached hereto. Margin As per credit arrangement letter dated October 05, 2012 attached hereto. Extent and Operation of the charge Charge on stock and book debts of the Company, present and future, second to the charge created in favour of Standard Chartered Bank and HDFC Bank Limited.
Short particulars of the property charged	Stocks of raw materials, goods-in-process, semi-finished and finished goods, consumable stores and spares and such other movables, including book debts, bills, whether documentary or clean, both present and future, Borrower or not, whether now lying loose or in cases or which are now lying or stored in or about or shall hereafter from time to time during the continuance of these presents be brought into or upon or be stored or be in or about all the Borrower's factories, premises and godowns situate at Mulund and Vashivalli or wherever else the same may be or be held by any party to the order or disposition of the Borrower or in the course of transit or on high seas or on order or delivery. All amounts owing to, and received and/or receivable by, the Borrower and/or any person on its behalf, all book debts, all cash flows and receivables and proceeds arising from / in connection with the business of the Borrower and all rights, title, interest, benefits, claims and demands whatsoever of the Borrower in, to or in respect of all the aforesaid assets, including but not limited to the Borrower's cash in hand both present and future.

Unsecured Loans

Particular	31.03.2011	31.03.2010
	(Rs. In Millions)
Other Debt Unsecured	195.048	0.000
Total	195.048	0.000

FIXED ASSETS:

· Goodwill

· Land

· Buildings

· R and D Building

· Creative Centre – New R and D Building

· R and D Equipments

· R and D Green House

· Plant and Machinery

· Motor Cars and Vehicles

· Furniture and Fixtures

· Agricultural Implements

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 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 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 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. 54.30
UK Pound	1	Rs. 82.88
Euro	1	Rs. 70.80

INFORMATION DETAILS

Information Gathered by :	SVA
Report Prepared by :	UDS

SCORE & RATING EXPLANATIONS

SCORE FACTORS	RANGE	POINTS
HISTORY	1~10	6
PAID-UP CAPITAL	1~10	6
OPERATING SCALE	1~10	6
FINANCIAL CONDITION
--BUSINESS SCALE	1~10	6
--PROFITABILIRY	1~10	6
--LIQUIDITY	1~10	5
--LEVERAGE	1~10	5
--RESERVES	1~10	4
--CREDIT LINES	1~10	5
--MARGINS	-5~5	-
DEMERIT POINTS
--BANK CHARGES	YES/NO	YES
--LITIGATION	YES/NO	NO
--OTHER ADVERSE INFORMATION	YES/NO	NO
MERIT POINTS
--SOLE DISTRIBUTORSHIP	YES/NO	NO
--EXPORT ACTIVITIES	YES/NO	YES
--AFFILIATION	YES/NO	YES
--LISTED	YES/NO	NO
--OTHER MERIT FACTORS	YES/NO	YES
--DEFAULTER
--RBI	YES/NO	NO
--EPF	YES/NO	NO
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.