MIRA INFORM REPORT

Report Date :

29.04.2013

IDENTIFICATION DETAILS

Name :	AQUAGEL CHEMICALS PRIVATE LIMITED
Registered Office :	Plot No.147, GIDC Estate, Village Vartej, Bhavnagar, Gujarat - 364060
Country :	India
Financials (as on) :	31.03.2012
Date of Incorporation :	04.12.1990
Com. Reg. No.:	04-014727
Capital Investment / Paid-up Capital :	Rs.200.560 Millions
CIN No.: [Company Identification No.]	U24110GJ1990PTC014727
TAN No.: [Tax Deduction & Collection Account No.]	AHMA03350E
PAN No.: [Permanent Account No.]	AABCA8064G
Legal Form :	Private Limited Liability Company
Line of Business :	Manufacturer of Soaps and Detergents.
No. of Employees :	Not Available

RATING & COMMENTS

MIRA’s Rating :

Ba (50)

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

Maximum Credit Limit :	USD 1500000
Status :	Good
Payment Behaviour :	Regular
Litigation :	Clear
Comments :	Subject has become a wholly owned subsidiary of “HINDUSTAN UNILEVER LIMITED” with effect from April 1, 2013. It is a well established company having a good track record. Financially company seems to be healthy. The Fundamental of the company appears to be strong. The rating also take into consideration the managerial and financial support receives from holding companies. Trade relations are reported to be fair. Business is active. Payments are reported to be regular and as per commitment. In view of experience promoters, the company can be considered for normal business dealings at usual trade terms and condition.

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 – June 30, 2012

Country Name	Previous Rating (31.03.2012)	Current Rating (30.06.2012)
India	A1	A1

Risk Category	ECGC Classification
Insignificant	A1
Low	A2
Moderate	B1
High	B2
Very High	C1
Restricted	C2
Off-credit	D

EXTERNAL AGENCY RATING

Rating Agency Name	CARE
Rating	A+ (Long Term Bank Facilities)
Rating Explanation	Having adequate degree of safety regarding timely servicing of financial obligation it carry low credit risk.
Date	October 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.

LOCATIONS

Registered Office :	Plot No.147, GIDC Estate, Village Vartej, Bhavnagar, Gujarat - 364060, India
Tel. No.:	Not Available
Fax No.:	Not Available
E-Mail :	madhusilica@madhusilica.com

DIRECTORS

As on: 03.07.2012

Name :	Mr. Rameshchandra Vinaychand Shah
Designation :	Director
Address :	1899-A, Vasudha Opposite Akash Ganga Flats, New Rupani Circle, Bhavnagar-364002, Gujarat, India
Date of Birth/Age :	14.08.1945
Date of Appointment :	08.09.1998
DIN No.:	00062983
PAN No.:	AJBPS3136R
Name :	Mr. Girishbhai Vinaychand Shah
Designation :	Director
Address :	201,Panch Kutir, Kalubha Road, Bhavnagar-364002, Gujarat, India
Date of Birth/Age :	15.12.1952
Date of Appointment :	08.09.1998
DIN No.:	00063126
PAN No.:	AGYPS8543E
Name :	Mr. Darshak Rameshchandra Shah
Designation :	Director
Address :	1899-A, Vasudha Opposite Akash Ganga Flats, New Rupani Circle, Bhavnagar-364002, Gujarat, India
Date of Birth/Age :	02.01.1974
Date of Appointment :	01.09.2002
DIN No.:	00063063
PAN No.:	AFXPS0869K

MAJOR SHAREHOLDERS

As on: 03.07.2012

Names of Shareholders (Equity Shares)	No. of Shares
Ramesh V. Shah	40217
Ramesh V. Shah (HUF)	125926
Kalpanaben R. Shah	63650
Darshak R shah	176112
Darshak R shah (HUF)	15000
Darshak Finstock Private Limited, India	31482
Bharat P. Raut	37925
Bharat P. Raut (HUF)	12630
Vidyaben B. Raut	22939
Manas B. Raut	10693
Jayee B. Raut	10000
Girishbhai Vinaychand Shah	5000
Girishbhai Vinaychand Shah HUF	5000
Deepikaben P. Shah	9000
Nikita G. Shah	6000
Nidhi G. shah	6000
Udaykant L Mehta J W	454
Udaykant L Mehta J W	454
Udaykant L Mehta J W	456
Udaykant L Mehta J W	456
Udaykant L Mehta J W	475
Ragini A Dhru J W Avanish V Dhru	10000
Jhankhana V. Vora J W	10000
Kalyani P. Vohra J W Dr. Prakash A Vohra	10000
Shivani T Mehta J W Tushar H Mehta	10000
Neepa U. Mefrta J W	10000
Dattara A Vartak	25629
Ajita D Vartak	834
Prasad D. Vartak	834
Shardaben Shastry	23773
Ramesh R. Shastrv	16735
Nalini S. Shatry	4184
Vaibhav S. Shastrv	4184
Chetana S. Shastrv	4184
Hindustan Lever Limited, India	284040
Motilal M Shah J W	16389
Motilal M Shah J W	16389
Chandramohan M. Shah	32778
M.M.S. Holding Private Limited, India	32778
Total	1092600

Names of Shareholders (Preference Shares)	No. of Shares
Hindustan Lever Limited, India	913000
Total	913000

Equity Share Break up (Percentage of Total Equity)

As on: 03.07.2012

Category	Percentage
Bodies corporate	31.88
Directors or relatives of Directors	41.36
Other top fifty shareholders	26.76
Total	100.00

BUSINESS DETAILS

Line of Business :

Manufacturer of Soaps and Detergents.

GENERAL INFORMATION

No. of Employees :

Not Available

Bankers :

• HDFC Bank Limited, HDFC Bank, House Senapati Bapat Marg, Lower Parel West, Mumbai - 400013, Maharashtra, India
• State Bank of Saurashtra, Chitra (I.E) - 231, Chitra, Bhavnagar - 364004, Gujarat, India
• State Bank of India, Sme Branch, Chitra, Bhavnagar - 364004, Gujarat, India
• Citibank N.A., Rembrandt, 3rd Floor, C.G. Road, Nr. Panchvati, Ahmedabad - 380006, Gujarat, India

Facilities :

(Rs. In Millions)

Secured Loan	As on 31.03.2012	As on 31.03.2011
Short Term Borrowing
Loans repayable on demand from banks	103.656	0.000
Total	103.656	0.000

Banking Relations :	--
Auditors :
Name :	V.M. Shah and Company Chartered Accountants
Address :	103, Radha Apartment, Above Gujarat Travels, Waghavadi Road, Bhavnagar-364002, Gujarat, India
Tel. No.:	91-278-2430052/2421767
Mobile No.:	91-278-3001196
PAN No.:	AAACV7098Q
Enterprises which are owned, or have significant influence of or are partners with Key Management personnel and their relatives :	Darshak Finstock Private Limited Madhusilica Private Limited Hindustan Unilever Limited

CAPITAL STRUCTURE

As on: 31.03.2012

Authorised Capital :

No. of Shares	Type	Value	Amount
1100000	Equity Shares	Rs.10/- each	Rs.11.000 Millions
1000000	Preference Shares	Rs.100/- each	Rs.100.000 Millions
	Total		Rs.210.000 Millions

Issued, Subscribed & Paid-up Capital :

No. of Shares	Type	Value	Amount
1092600	Equity Shares	Rs.10/- each	Rs.109.260 Millions
913000	Preference Shares	Rs.100/- each	Rs.91.300 Millions
	Total		Rs.200.560 Millions

FINANCIAL DATA

[all figures are in Rupees Millions]

ABRIDGED BALANCE SHEET

SOURCES OF FUNDS		31.03.2012	31.03.2011	31.03.2010
SHAREHOLDERS FUNDS
1] Share Capital		200.560	200.560	200.560
2] Share Application Money		0.000	0.000	0.000
3] Reserves & Surplus		199.245	191.070	172.654
4] (Accumulated Losses)		0.000	0.000	0.000
NETWORTH		399.805	391.630	373.214
LOAN FUNDS
1] Secured Loans		103.656	0.000	30.499
2] Unsecured Loans		100.000	100.000	132.000
TOTAL BORROWING		203.656	100.000	162.499
DEFERRED TAX LIABILITIES		0.000	0.000	0.000
TOTAL		603.461	491.630	535.713
APPLICATION OF FUNDS
FIXED ASSETS [Net Block]		348.172	437.608	535.544
Capital work-in-progress		12.991	6.866	1.491
INVESTMENT		35.195	15.099	50.024
DEFERREX TAX ASSETS		41.219	34.983	31.824
CURRENT ASSETS, LOANS & ADVANCES
	Inventories	448.381	681.152	470.989
	Sundry Debtors	144.632	144.402	100.677
	Cash & Bank Balances	6.638	14.673	44.238
	Other Current Assets	100.013	77.281	0.000
	Loans & Advances	48.522	66.104	269.412
Total Current Assets		748.186	983.612	885.316
Less : CURRENT LIABILITIES & PROVISIONS
	Sundry Creditors	363.862	841.454	617.430
	Other Current Liabilities	80.706	52.326	54.196
	Provisions	137.734	92.758	296.860
Total Current Liabilities		582.302	986.538	968.486
Net Current Assets		165.884	(2.926)	(83.170)
MISCELLANEOUS EXPENSES		0.000	0.000	0.000
TOTAL		603.461	491.630	535.713

PROFIT & LOSS ACCOUNT

	PARTICULARS		31.03.2012	31.03.2011	31.03.2010
	SALES
		Revenue from operation	5375.995	5168.284	4758.300
		Other Income	NA	NA	1.500
		TOTAL (A)	NA	NA	4759.800
Less	EXPENSES
		Office Expenses	NA	NA	4421.400
		Administrative Expenses
		Advertising Expenses
		TOTAL (B)	NA	NA	4421.400
Less	PROFIT BEFORE INTEREST, TAX, DEPRECIATION AND AMORTISATION (A-B) (C)		NA	NA	338.400
Less	FINANCIAL EXPENSES (D)		NA	NA	77.400
	PROFIT BEFORE TAX, DEPRECIATION AND AMORTISATION (C-D) (E)		250.396	225.189	261.000
Less/ Add	DEPRECIATION/ AMORTISATION (F)		117.530	121.388	140.300
	PROFIT BEFORE TAX (E-F) (G)		132.866	103.801	120.700
Less	TAX (H)		47.422	33.512	37.500
	PROFIT AFTER TAX (G-H) (I)		85.444	70.289	83.200
Add	PREVIOUS YEARS’ BALANCE BROUGHT FORWARD		125.404	113.998	90.900
Less	APPROPRIATIONS
		Transfer to General Reserve	8.545	7.010	7.900
		Dividend	66.484	44.632	44.600
		Tax on Dividend	10.785	7.240	7.600
	BALANCE CARRIED TO THE B/S		125.034	125.404	114.000
	Earnings Per Share (Rs.)
	Basic		78.20	64.33	41.48
	Diluted		75.84	61.11	NA

KEY RATIOS

PARTICULARS		31.03.2012	31.03.2011	31.03.2010
PAT / Total Income	(%)	NA	NA	1.75
Net Profit Margin (PBT/Sales)	(%)	2.47	2.01	2.54
Return on Total Assets (PBT/Total Assets}	(%)	12.12	7.30	8.49
Return on Investment (ROI) (PBT/Networth)		0.33	0.27	0.32
Debt Equity Ratio (Total Debt /Networth)		0.51	0.26	0.44
Current Ratio (Current Asset/Current Liability)		1.28	0.99	0.91

LOCAL AGENCY FURTHER INFORMATION

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	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 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	Yes
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	Yes
33]	Voter ID No of Proprietor/Partner/Director, if available	No
34]	External Agency Rating, if available	Yes

Note: The registered office of the company has been shifted from 53, 55, 56 - B, G.I.D.C Chitra Indusrial Estate Bhavnagar – 364004, Gujarat India to present address w.e.f. 20.12.2012.

OPERATIONS:

The production of Precipitated Silica manufacturing at Bhavnagar Unit has been maintained at the satisfactory level during the year. The production in terms of MT has decreased from 7235 MT to 6731 during the year.

UNSECURED LOAN:

(Rs. in Millions)

Particulars	As on 31.03.2012	As on 31.03.2011
Long Term Borrowings
Loans and advances from others	100.000	100.000
Total	100.000	100.000

BANKERS CHARGES REPORT AS PER REGISTRY:

Corporate identity number of the company	U24110GJ1990PTC014727
Name of the company	AQUAGEL CHEMICALS PRIVATE LIMITED
Address of the registered office or of the principal place of business in India of the company	53, 55, 56 - B, G.I.D.C, Chitra Indusrial Estate, Bhavnagar - 364004, Gujarat, India madhusilica@madhusilica.com
This form is for	Modification of charge
Charge identification (ID) number of the charge to be modified	80026065
Type of charge	Book debts Movable property (not being pledge) Floating charge
Particular of charge holder	HDFC Bank Limited, HDFC Bank Housesenapati Bapat Marg, Lower Parel West, Mumbai – 400013, Maharashtra, India CIN No.: L65920MH1994PLC080618 sravan.bhandekar@hdfcbank.com
Nature of instrument creating charge	Seventh Supplemental Letter of Hypothecation of Stocks and Book debts dated 08/09/2012
Date of instrument Creating the charge	08.09.2012
Amount secured by the charge	Rs.740.000 Millions
Brief of the principal terms an conditions and extent and operation of the charge	Rate of Interest As may be agreed between the company and the Bank. Terms of Repayment CC limits are payable on demand. Letter of Credit, Bank Guarantee and Purchase Order Finance is payable as per the Seventh Supplemental Letter of Hypothecation of Stocks and Book debts dated 08/09/2012 Margin "CC - 25% margins on stocks and Book debts or such other margin as mutually decided between the Bank and the company" Extent and Operation of the charge Exclusive first charge on Current Assets of the Company (Soap Division) both present and future
Short particulars of the property or asset(s) charged (including complete address and location of the property)	Exclusive first charge on Current Assets of the Company (Soap Division) both present and future
Date of instrument modifying the charge	17.03.2009
Particulars of the present modification	CC / WCDL - Rs. 40.000 Millions Letter of Credit of Rs. 700.000 Millions (maximum for 180 days) Bank Guarantee - Rs. 30.000 Millions (Maximum for 2 yrs) will be sub-limit of Letter of Credit Facility. Purchase Order finance - Rs. 300.000 Millions (Maximum for 45 days) will be sub-limit of Letter of Credit Facility. CC/WCDL - Rs. 100.000 Millions, Additional limit for CC/WCDL, to be included as a sub limit of PO Finance Facility. Overall Fund Based and Non Fund Based limits are capped at Rs. 740m

FIXED ASSETS:

• Land
• Building
• Plant and Machinery
• Computer
• Office Equipment
• Furniture
• Vehicles

AS PER WEBSITE DETAILS

PRESS RELEASE:

HINDUSTAN UNILEVER BUYS OUT LOCAL PARTNER IN AQUAGEL CHEMICALS

The country's top fast moving consumer goods (FMCG) company Hindustan Unilever Limited (HUL) has entered into a share purchase agreement with the promoters of Aquagel Chemicals Private Limited (ACPL) to buy remaining 74 per cent stake in the company, as per a stock market disclosure. Terms of the deal were not disclosed.

The deal would give it full control over its existing product supplier.

According to the agreement, ACPL has become a wholly owned subsidiary of Hindustan Unilever Limited with effect from April 1, 2013. The company had earlier held 26 per cent stake in ACPL.

Gujarat-based Aquagel Chemicals is engaged in manufacturing of soaps and detergents. It was set up around two decades ago as a sister concern of privately held Madhu Silica Limited, one of the key players in the precipitated silica market in India.

Silica is used in various applications include tooth paste besides various cosmetics and other consumer products. It is also a juicy business with close to 30 per cent EBITDA margins.

HUL is the market leader in various FMCG product categories in India. It is the Indian public listed arm of Anglo-Dutch consumer products giant Unilever.

INVESTMENT IN M/S AQUAGEL CHEMICALS PRIVATE LIMITED

04-04-2013: The Company has entered into a Share Purchase Agreement with the promoters of M/s Aquagel Chemicals Private Limited.

04-04-2013: The Company has entered into a Share Purchase Agreement with the promoters of M/s Aquagel Chemicals Private Limited (ACPL) for acquisition of 74% of the equity share capital of ACPL.

The Company was earlier holding an investment to the extent of 26% of the equity share capital of ACPL. Consequent to the acquisition of remaining 74% of the equity share capital, ACPL has become a wholly owned subsidiary of Hindustan Unilever Limited with effect from 1st April, 2013.

HUL - INVESTMENT IN M/S. AQUAGEL CHEMICALS PRIVATE LIMITED

Hindustan Unilever Limited has informed BSE that the Company has entered into a Share Purchase Agreement with the promoters of M/s. Aquagel Chemicals Private Limited (ACPL) for acquisition of 74% of the equity share capital of ACPL. The Company was earlier holding an investment to the extent of 26% of the equity share capital of ACPL. Consequent to the acquisition of remaining 74% of the equity share capital, ACPL has become a wholly owned subsidiary of Hindustan Unilever Limited with effect from April 01, 2013.

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 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.54.29
UK Pound	1	Rs.83.88
Euro	1	Rs.70.68

INFORMATION DETAILS

Report Prepared by :

RAJ

SCORE & RATING EXPLANATIONS

SCORE FACTORS	RANGE	POINTS
HISTORY	1~10	6
PAID-UP CAPITAL	1~10	6
OPERATING SCALE	1~10	5
FINANCIAL CONDITION
--BUSINESS SCALE	1~10	5
--PROFITABILIRY	1~10	6
--LIQUIDITY	1~10	6
--LEVERAGE	1~10	5
--RESERVES	1~10	6
--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	NO
--AFFILIATION	YES/NO	YES
--LISTED	YES/NO	NO
--OTHER MERIT FACTORS	YES/NO	YES
--DEFAULTER
--RBI	YES/NO	NO
--EPF	YES/NO	NO
TOTAL		50

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.