MIRA INFORM REPORT

Report Date :

28.12.2013

IDENTIFICATION DETAILS

Name :	KEMROCK INDUSTRIES AND EXPORTS LIMITED
Registered Office :	Village Asoj, Vadodara-Halol Express Way, Tal. Waghodia, Vadodara – 391510, Gujarat
Country :	India
Financials (as on) :	30.06.2012
Date of Incorporation :	18.11.1991
Com. Reg. No.:	04-016625
Capital Investment / Paid-up Capital :	Rs. 203.300 Millions
CIN No.: [Company Identification No.]	L36999GJ1991PLC016625
Legal Form :	A Public Limited Liability Company. The Company’s Shares are Listed on the Stock Exchanges.
Line of Business :	Manufacturer of Fiberglass Reinforced Polymer (FRP) composites and Resins.
No. of Employees :	1197 (Approximately)

RATING & COMMENTS

MIRA’s Rating :

Ca (19)

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

Status :	Moderate
Payment Behaviour :	Slow
Litigation :	Exist
Comments :	Subject is an established company having moderate track record. The management has failed to file its financial records with government department for the year 2013. As per available financial of 2012, there appears drastic dip in profit recorded by the company and its ongoing delays in servicing of debt obligations due to weak liquidity. Business is active. Payment terms are slow. The company can be considered for business dealing on safe and secured 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, 2013

Country Name	Previous Rating (30.06.2013)	Current Rating (30.09.2013)
India	A1	A1

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

INDIAN ECONOMIC OVERVIEW

India’s current account deficit narrowed in the quarter ended September as government measures to curb imports, especially gold, kicked in.  The current account deficit, the excess of a country’s imports of goods and services over exports, narrowed to $ 5.2 billion from $ 21 billion in the year ago period, according to provisional Reserve Bank of India data. Finance Minister P. Chidambaram said the CAD for the year will be less than $ 60 billion or 3 per cent of GDP and the latest data suggests the government may achieve the target.

India was ranked 94^th among the world’s most corrupt nations list. Denmark and New Zealand topped as the cleanest while Somalia emerged as the most corrupt.

India’s services sector activity witnessed a moderate improvement in November over the previous month, even while indicating the fifth successive monthly contraction, according the HSBC survey.

$53 million estimated losses suffered by India due to phishing attacks during the third quarter, according to a study by RSA. India ranks fourth in the list of nations hit by phishing attacks. The US remained at the top of the charts. Phishing is the process of acquiring information such as user names, passwords and credit card details by sending e-mails disguised as official mails.

Rs.4080 million worth of mobile-phone-based transactions by July 2013 compared to Rs.260 million in September, 2012, according to Deloitte report. The number of transactions has shot up from 94000 to 701000.

India aims to earn Rs.400000 million from the bandwidth auction set for January. The merger and acquisition guidelines, cleared by a group of ministers, will be out before the auction begins so that players can make informed decisions on the auctions.

EXTERNAL AGENCY RATING

Rating Agency Name	CARE
Rating	Long term bank facilities: “D”
Rating Explanation	Lowest credit quality and very low prospects of recovery.
Date	07.03.2013

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 DECLINED BY

Name :	Mr.Sunil Parekh
Designation :	Account Manager
Contact No.:	91-9974079481
Date :	05.12.2013

LOCATIONS

Registered Office/ Factory :	Village Asoj, Vadodara-Halol Express Way, Tal. Waghodia, Vadodara – 391510, Gujarat, India
Tel. No. :	91-2668-666200 91-265-2642449
Fax No. :	91-2668-666400
E-Mail :	investor@kemrock.com biren@kemrock.com info@kemrock.com
Website :	www.kemrock.com

DIRECTORS

As on 30.06.2012

Name :	Mr. Kalpesh Patel
Designation :	Chairman and Managing Director
Name :	Mr. Kaushik Bhatt
Designation :	Director
Name :	Mr. Navin Patel
Designation :	Director
Date of Birth/Age :	58 Years
Qualification :	Master in Mathematics and Computer Science
Experience :	Business Advisory - Over 27 years of experience
Name :	Mr. Tushar Patel
Designation :	Director
Name :	Mr. K. K. Ra
Designation :	Director (ceased w.e.f. 21.12.2011)
Name :	Mr. Mahendra R. Patel
Designation :	Executive Director
Name :	Mr. Venugopal Shastri
Designation :	Director (ceased w.e.f. 15.07.2012)

KEY EXECUTIVES

Name :	Mr.Sunil Parekh
Designation :	Account Manager

MAJOR SHAREHOLDERS / SHAREHOLDING PATTERN

As on 30.09.2013

Category of Shareholder	No. of Shares	Percentage of Holding
(A) Shareholding of Promoter and Promoter Group
(1) Indian
Individuals / Hindu Undivided Family	1725159	13.42
Sub Total	1725159	13.42
(2) Foreign
Total shareholding of Promoter and Promoter Group (A)	1725159	13.42
(B) Public Shareholding
(1) Institutions
Financial Institutions / Banks	552365	4.30
Foreign Institutional Investors	33362	0.26
Sub Total	585727	4.56
(2) Non-Institutions
Bodies Corporate	2737431	21.29
Individuals
Individual shareholders holding nominal share capital up to Rs. 0.100 Million	2418915	18.82
Individual shareholders holding nominal share capital in excess of Rs. 0.100 Million	1023077	7.96
Any Others (Specify)	4364689	33.95
Non Resident Indians	137166	1.07
Clearing Members	133197	1.04
Foreign Corporate Bodies	4094326	31.85
Sub Total	10544112	82.02
Total Public shareholding (B)	11129839	86.58
Total (A)+(B)	12854998	100.00
(C) Shares held by Custodians and against which Depository Receipts have been issued
(1) Promoter and Promoter Group	0	0.00
(2) Public	7475000	0.00
Sub Total	7475000	0.00
Total (A)+(B)+(C)	20329998	0.00

BUSINESS DETAILS

Line of Business :

Manufacturer of Fiberglass Reinforced Polymer (FRP) composites and Resins.

GENERAL INFORMATION

No. of Employees :

1197 (Approximately)

Bankers :

· Allahabad Bank

Andhra Bank

Axis Bank Limited

Exim Bank

ICICI Bank Limited

Indian Bank

Punjab National Bank

PNB (International) Limited

State Bank of India

Syndicate Bank

The Karur Vysya Bank Limited

Union Bank of India

Facilities :

SECURED LOANS	30.06.2012 (Rs. in Millions)	30.06.2011 (Rs. in Millions)
LONG TERM BORROWINGS
Redeemable Non Convertible Debentures (NCDs)	0.000	750.000
Term Loans
From Banks
Rupee Loan	4268.995	2362.902
Foreign Currency Loan	969.050	962.218
Vehicle Loans	8.334	13.262
Other Loans and Advances
From Financial institutions	289.914	200.000
SHORT TERM BORROWINGS
Loans Repayable on Demand
From Bank
Term Loan
Rupee Loan	985.606	1310.781
Working Capital Loan
Rupee Loan	6077.746	3106.455
Packing Credit Facility
Rupee Loan	309.095	0.000
Foreign Currency Loan	343.309	272.493
Total	13252.050	8978.111

NOTE:

LONG TERM BORROWINGS

Nature of security and terms of repayment for secured borrowings Term loan :

Term Loan in Rupee Currency are secured by way of First hypothecation charge on Pari passu basis over the fixed assets of the company and second pari passu charge on current assets of the company.The loan is further secured by personal guarantee of Managing Director. Term Loan is carrying Rate of lnterest(at present) from 12% to 14%.

Term Loan in Foreign currency from ICICI Bank are secured by way of First hypothecation charge on Pari passu basis over the fixed assets of the company and seoond pari passu charge on current assets of the company.The loan is further secured by personal guarantee of Managing Director. Term Loan is carrying Rate of lnterest(at present) at the rate of 4.57%

Term Loan in Foreign currency from PNB International Ltd and Syndicate Bank are secured by way of Pledge of Equity Shares of Top Glass S.P.A, Italy and second pari passu charge on fixed assets of the company: The loan is further secured by personal guarantee of Managing Director. Term Loan is carrying Rate of Interest (at present) from 3.75% to 5.75%.

Vehicle Loan:

Vehicle Loan from banks are secured by way of hypothecation of vehicles and are repayable over a period of 4 years. Vehicle loan is carrying Rate oflnterest (at present) from 8,91% to 13.25%.

Restructure :

Due to liquidity crunch Company had submitted a restructuring scheme to Lead Bank; Allahabad Bank with the support of consortium member Banks to seek a comprehensive financial restructuring package to enable it to oorrect its working capital position and to re-schedule its term debts in line with potential earnings.

The scheme was approved for restructuring of various credit facilities by the Lead Bank, Allahabad Bank vide its approval dated 24.07.2012 based on the viability study instituted by it. The other member Banks under the consortium have also approved the Restructuring Scheme on the lines of Allahabad Bank's appraisal except Axis Bank Limited. The effect of said restructuring shall be accounted for in the next year.

From Financial Institutions:

Term Loan from IFCI factor is secured by way of Pledge of Equity Shares of Mr. Kalpesh Patel (Promotor) of Kemrock Industries and Exports Limited and Post dated cheques of due date for payments of interest and principle amounts.The loan is further secured by personal guarantee of Managing Director. Term Loan is carriyng Rate of Interest (at present) of 13.5% repayable over a period of 5 years.

Term Loan from L & T finance limited is secured by way of hypothecation charge on Pari assu basis over the fixed assets and current assets of the company. Term Loan is.carrying Rate of lnterest(at present) at the rate of 12.5%.

Loans and advancer from related parties

The company has taken interest free loans from subsidiaries and joint ventures. The Repayments schedule for the same is not fixed and the amount is repaid depending on the surplus funds, liquidity and financial requirement of the company. Accordingly, management is of the view that these loans are generally repayable after a Deriod of 12 months.

SHORT TERM BORROWINGS

Nature of security provided for short term borrowings:

Short Term Loans from banks are secured against hypothecation of currentassets of the company. The loans is further secured by personal guarantee of Managing Director. The Short Term Loans are repayable on demand and carrying interest at 12% to 14%.

Working Capital from banks are secured by way of first pari passu charge on current assets and second pari passu charge on fixed assets of the company. Carrying interest on Working capital is at 12% to 14%

Packing Credit from banks are secured by way of first pari passu charges on current assets and second pari passu charge on fixed assets of the company. Carrying interest on working capital is at 12% to 14%

Banking Relations :	--
Auditors :
Name :	Talati and Talat Chartered Accountants
Address :	Ahmedabad, Gujarat, India
Subsidiaries :	· Kemrock Advanced Composites Limited Kemrock Advance Reinforcements Limited Kemrock Filament Windings Limited Kemrock Infratech Limited Kemrock Speciality Polymers Limited Kemrock Renewable Energy Limited Kemrock Hi-Performance Composites Limited Kemrock UK Limited Kemrock International FZE Kemrock Aerospace India Private Limited (Earlier Known as Saetex-Kemrock India Private Limited)
Joint Venture Company:	Georgia-Pacific Kemrock International Private Limited
Enterprises over which relatives of KMP is having significant influence :	· Kemrock Agritech Private Limited Greenspace Enertech Private Limited** Greenspace Infratech Private Limited Greenspace Ventures Private Limited* Greenspace agriculture Private Limited*

NOTE

*The Company has filed application on 10.05.2012 with Ministry of Corporate Affairs (MCA) for striking off the name of Company under the Fast Track Exit (FTE) mode under section 560 of the Companies Act, 1956 and notice under section 560(5) of the Companies Act, 1956 has been received from MCA on 25/08/2012 stating that the name of the Company has been struck off in the Register and the said Company is dissolved.

** The company has filed application on 17.09.2012 with Ministry of Corporate Affairs (MCA) for striking off the name of Company under the Fast Track Exit (FTE) mode under section 560 of the Companies Act, 1956 and till date of signing, notice under section 560(5) of the Companies Act, 1956 has not been received from MCA that the name of the Company been struck off in the Register.

CAPITAL STRUCTURE

As on 30.06.2012

Authorised Capital :

No. of Shares	Type	Value	Amount
45,000,000	Equity Shares	Rs.10/- each	Rs. 450.000 Millions
30,000,000	Preference Shares	Rs.10/- each	Rs. 300.000 Millions
	Total		Rs. 750.000 Millions

Issued, Subscribed & Paid-up Capital :

No. of Shares	Type	Value	Amount
20,329,998	Equity Shares	Rs.10/- each	Rs. 203.300 Millions

Reconciliation of number of shares

Equity Shares	As at June 30, 2012
	No of Shares	Rs. In Millions
Shares outstanding at the beginning of the year	17442198	174.422
Add: Issue of shares during the year by Global Depositary Receipts	2887800	28.878
Add: Issue of shares during the year by converting Share Warrants	--	--
Shares outstanding at the end of the year	20329998	203.300

Details of share holders holding more than 5% shares in the company:

Name of Shareholders	As at June 30, 2012
	No of Shares held	% of Holdind
Kalpesh Patel	5138099	25.27
RPM International INC	4055326	19.95

Terms/rights preferences and restrictions attached to securities:

- Equity Shares:

The company has one class of equity shares having a par value of Rs.10 each. Each share holder is eligible for one vote per share held except share represented by GDRs. The dividend proposed by the board of director is subject to the approval of share holders in the ensuing Annual General meeting, . except in case of interim dividend. In the event of liquidation, the equity share holders are eligible to receive the remaining assets of the company after distribution of all preferential dues, in proportion to their shareholding.

During the year ended 30thJune',2012, the amount of per share dividend recognized for distribution to equity shareholders is Rs.Nil (P.Y. 30thJune,2011 Rs.2/-)

(b) On 20th December, 2011, the company has raised US$ 30 million (Rs. 15881.22 lacs) through issue of 2,887,800 Global Depositary Receipts (GDRs), each representing one equity share of Rs. 10 each, at an issue price of US$ 10.389 per GDR. Pursuant to GDRs issue, the Company issued and allotted 2,887,800 equity shares of Rs. 10 each at a price of Rs. 533.89 per share (including a premium of Rs. 523.89 per share).The said GDRs are listed on at Euro MTF Market of Luxembourg Stock Exchange and the funds raised have been and are being utilized to Expansion Plan, Working Capital requirement, investment in subsidaries and advances for CAPEX and balance funds pending utilization have been placed as deposit with the Centrum Bank. The details of funds activity during the year are as follow:

PARTICULARS	2011-2012 (Rs. Millions)
Opening Balance	-
Money Raised	1588.122
Income earned on Unutilised Money	0.000
Total	1588.122
Amount utilized for expansion projects and working capital requirements	1587.416
Amount unutilised	0.706

FINANCIAL DATA

[all figures are in Rupees Millions]

ABRIDGED BALANCE SHEET

SOURCES OF FUNDS	30.06.2012	30.06.2011
I. EQUITY AND LIABILITIES
(1)Shareholders' Funds
(a) Share Capital	203.300	174.422
(b) Reserves & Surplus	8148.598	6403.748
(c) Money received against share warrants	0.000	37.500
(2) Share Application money pending allotment	0.000	0.000
Total Shareholders’ Funds (1) + (2)	8351.898	6615.670
(3) Non-Current Liabilities
(a) long-term borrowings	11157.476	4288.382
(b) Deferred tax liabilities (Net)	565.313	316.316
(c) Other long term liabilities	489.885	4.971
(d) long-term provisions	6.880	16.344
Total Non-current Liabilities (3)	12219.554	4626.013
(4) Current Liabilities
(a) Short term borrowings	8208.124	6017.489
(b) Trade payables	720.370	1173.961
(c) Other current liabilities	2402.360	2253.132
(d) Short-term provisions	325.678	366.749
Total Current Liabilities (4)	11656.532	9811.331
TOTAL	32227.984	21053.014
II. ASSETS
(1) Non-current assets
(a) Fixed Assets
(i) Tangible assets	6246.766	6762.079
(ii) Intangible Assets	0.000	0.000
(iii) Capital work-in-progress	3739.501	988.252
(iv) Intangible assets under development	0.000	0.000
(b) Non-current Investments	1320.742	926.511
(c) Deferred tax assets (net)	0.000	0.000
(d) Long-term Loan and Advances	5351.085	2771.044
(e) Other Non-current assets	0.000	0.000
Total Non-Current Assets	16658.094	11447.886
(2) Current assets
(a) Current investments	0.200	1.200
(b) Inventories	2672.257	2827.546
(c) Trade receivables	6374.384	4497.056
(d) Cash and cash equivalents	3600.807	1275.123
(e) Short-term loans and advances	2922.242	1004.203
(f) Other current assets	0.000	0.000
Total Current Assets	15569.890	9605.128
TOTAL	32227.984	21053.014

SOURCES OF FUNDS		30.06.2010
SHAREHOLDERS FUNDS
1] Share Capital		167.535
2] Share Application Money		0.000
3] Reserves & Surplus		5479.302
4] (Accumulated Losses)		0.000
5] Share Warrants		61.986
NETWORTH		5708.823
LOAN FUNDS
1] Secured Loans		9173.423
2] Unsecured Loans		2.870
TOTAL BORROWING		9176.293
DEFERRED TAX LIABILITIES		202.906
TOTAL		15088.022
APPLICATION OF FUNDS
FIXED ASSETS [Net Block]		4927.863
Capital work-in-progress		3293.139
INVESTMENT		910.093
DEFERRED TAX ASSETS		0.000
CURRENT ASSETS, LOANS & ADVANCES
	Inventories	2362.732
	Sundry Debtors	3156.649
	Cash & Bank Balances	1751.354
	Other Current Assets	0.000
	Loans & Advances	847.773
Total Current Assets		8118.508
Less : CURRENT LIABILITIES & PROVISIONS
	Sundry Creditors	1920.537
	Other Current Liabilities	180.653
	Provisions	60.391
Total Current Liabilities		2161.581
Net Current Assets		5956.927
MISCELLANEOUS EXPENSES		0.000
TOTAL		15088.022

PROFIT & LOSS ACCOUNT

	PARTICULARS		30.06.2012	30.06.2011	30.06.2010
	SALES
		Income	9113.915	9013.097	5997.279
		Other Income	1033.275	45.058	22.646
		TOTAL (A)	10147.190	9058.155	6019.925
Less	EXPENSES
		Cost of materials consumed	5869.236	5322.094
		Employee benefit expenses	370.485	401.564
		Other Expenses	1414.590	1268.352
		Prior period items	21.572	(3.151)
		Exceptional items	(16.045)	0.000
		Changes in inventories of finished goods, work-in-progress	(204.728)	(456.920)
		TOTAL (B)	7455.110	6531.939	4486.593
	PROFIT/ (LOSS) BEFORE INTEREST, TAX, DEPRECIATION AND AMORTISATION (A-B) (C)		2692.080	2526.216	1533.332
Less	FINANCIAL EXPENSES (D)		1627.153	1104.128	540.156
	PROFIT / (LOSS) BEFORE TAX, DEPRECIATION AND AMORTISATION (C-D) (E)		1064.927	1422.088	993.176
Less/ Add	DEPRECIATION/ AMORTISATION (F)		455.627	421.161	288.086
	PROFIT/ (LOSS) BEFORE TAX (E-F) (G)		609.300	1000.927	705.090
Less	TAX (H)		367.271	246.336	178.191
	PROFIT/ (LOSS) AFTER TAX (G-H) (I)		242.029	754.591	526.899
Add	PREVIOUS YEARS’ BALANCE BROUGHT FORWARD		1826.933	1188.020	743.543
Less	APPROPRIATIONS
		Provision for Final Dividend	0.000	34.884	16.753
		Provision for Tax on Final Dividend	0.000	5.794	2.782
		Interim Dividend	0.000	0.000	11.015
		Dividend Tax on Interim Dividend	0.000	0.000	1.872
		Transfer to General Reserve Account	0.000	75.000	50.000
	BALANCE CARRIED TO THE B/S		2068.962	1826.933	1188.020
	EARNINGS IN FOREIGN CURRENCY
		Export of goods on F.O.B. Basis	7443.964	7113.945	4168.053
	TOTAL EARNINGS		7443.964	7113.945	4168.053
	IMPORTS
		Raw Materials	3691.364	3050.994
		Components and Spare Parts	30.285	10.831
		Chemicals	685.751	1594.688
		Capital Goods	82.450	1414.341
	TOTAL IMPORTS		4489.850	6070.854	5023.802
	Earnings / (Loss) Per Share (Rs.)
	Basic		13.26	44.82	45.05
	Diluted		8.10	44.12	42.67

QUARTERLY RESULTS

PARTICULARS	30.09.2012	31.12.2012	31.03.2013	30.06.2013
Type	1st Quarter	2nd Quarter	3rd Quarter	4th Quarter
Net Sales	1398.200	1278.300	715.600	751800
Total Expenditure	1171.500	1822.300	2555.400	1753.700
PBIDT (Excl OI)	226.800	(544.000)	(1839.800)	(1001.900)
Other Income	05.800	03.300	8.800	10.300
Operating Profit	232.600	(540.700)	(1831.000)	(991.600)
Interest	443.600	423.300	50.700	(92.300)
Exceptional Items	0.000	0.000	0.000	0.000
PBDT	(211.100)	(964.000)	(1881.600)	(1584.000)
Depreciation	116.500	115.100	111.200	113.800
Profit Before Tax	(327.600)	(1079.000)	(1992.800)	(1697.700)
Tax	84.800	(55.000)	(544.600)	0.000
Provisions and contingencies	0.000	0.000	0.000	0.000
Profit After Tax	(412.300)	(1024.000)	(1448.300)	(1697.700)
Extraordinary Items	0.000	0.000	0.000	0.000
Prior Period Expenses	0.000	0.000	0.000	0.000
Other Adjustments	0.000	0.000	0.000	0.000
Net Profit	(412.300)	(1024.000)	(1448.300)	(1697.700)

KEY RATIOS

PARTICULARS		30.06.2012	30.06.2011	30.06.2010
PAT / Total Income	(%)	2.39	8.33	8.75
Net Profit Margin (PBT/Sales)	(%)	6.69	11.11	11.76
Return on Total Assets (PBT/Total Assets}	(%)	2.24	5.23	5.40
Return on Investment (ROI) (PBT/Networth)		0.07	0.15	0.12
Debt Equity Ratio (Total Debt/Networth)		2.32	1.56	1.61
Current Ratio (Current Asset/Current Liability)		1.34	0.98	3.74

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

LITIGATION DETAILS

HIGH COURT OF GUJARAT COMPANY PETITION No. 122 of 2013
Status: PENDING CCIN No : 001058201300122 Next Listing Date: 09/01/2014 Coram: HONOURABLE MR.JUSTICE Not Before : HONOURABLE MR.JUSTICE R.M.CHHAYA R.K.ABICHANDANI
S.NO.	Name of the Petitioner		Advocate On Record
1	L & T FINANCE LIMITED - THROUGH SHIV KIRTI SINGH		MR CR ABICHANDANI for: Petitioner(s) 1
S.NO.	Name of the Respondant		Advocate On Record
1	KEMROCK INDUSTRIES & EXPORTS LIMITED		MR AJ SHASTRI for :Respondent(s) 1
Presented On		: 12/04/2013		Registered On	: 16/04/2013
Bench Category		: SINGLE BENCH		District	: VADODARA
Case Originated From		:THROUGH ADVOCATE		Listed	: 18 times
StageName		: NOTICE RETURNABLE MATTERS
Classification		SJ - OJ - COMPANY PETITION - COMPANIES ACT, 1956 - WINDING UP - 433 AND 434
Act		COMPANIES ACT, 1956

Office Details
S. No.	Filing Date	Document Name	Advocate Name		Court Fee on Document	Document Details
1	12/04/2013	VAKALATNAMA	MR CR ABICHANDANI ADVOCATE for PETITIONER(s) 1		5	MR CR ABICHANDANI:1
2	12/04/2013	MEMO OF APPEAL/PETITION/SUIT	MR CR ABICHANDANI ADVOCATE for PETITIONER(s) 1		100	MR CR ABICHANDANI:1
3	12/06/2013	AFFIDAVIT OF DS	MR CR ABICHANDANI ADVOCATE for PETITIONER(s) 1		0	MR CR ABICHANDANI(2421) for P:1
4	17/09/2013	VAKALATNAMA	MR AJ SHASTRI ADVOCATE for RESPONDENT(s) 1		5	MRAJSHASTRI(827) for R:1
Court Proceedings
S. No.	Notified Date	CourtCode	Board Sr. No.	Stage	Action	Coram
1	17/04/2013	16	3	NOTICE RETURNABLE MATTERS	NEXT DATE	· HONOURABLE MR.JUSTICE R.M.CHHAYA
2	12/06/2013	13	30	ADMISSION (FRESH MATTERS)	NEXT DATE	· HONOURABLE MR.JUSTICE K.M.THAKER · HONOURABLE MR.JUSTICE R.M.CHHAYA
3	12/07/2013	13	4	ADMISSION (FRESH MATTERS)	NEXT DATE	· HONOURABLE MR.JUSTICE K.M.THAKER
4	25/07/2013	13	4	URGENT ADMISSION (FRESH MATTERS)	NEXT DATE	· HONOURABLE MR.JUSTICE K.M.THAKER
5	19/08/2013	13	6	ADJOURNED MATTERS	NEXT DATE	· HONOURABLE MR.JUSTICE K.M.THAKER
6	06/09/2013	13	8	ADJOURNED MATTERS	NEXT DATE	· HONOURABLE MR.JUSTICE K.M.THAKER
7	24/09/2013	13	27	NOTICE RETURNABLE MATTERS	NEXT DATE	· HONOURABLE MR.JUSTICE K.M.THAKER
8	09/10/2013	13	28	NOTICE RETURNABLE MATTERS	NEXT DATE	· HONOURABLE MR.JUSTICE K.M.THAKER
9	18/11/2013	15	26	NOTICE RETURNABLE MATTERS	NEXT DATE	· HONOURABLE MR.JUSTICE K.M.THAKER · HONOURABLE MR.JUSTICE R.M.CHHAYA
10	26/11/2013	15	26	NOTICE RETURNABLE MATTERS	NEXT DATE	· HONOURABLE MR.JUSTICE R.M.CHHAYA
11	03/12/2013	15	23	NOTICE RETURNABLE MATTERS	NEXT DATE	· HONOURABLE MR.JUSTICE R.M.CHHAYA
12	05/12/2013	15	22	NOTICE RETURNABLE MATTERS	NEXT DATE	· HONOURABLE MR.JUSTICE R.M.CHHAYA
13	09/01/2014	15	22	NOTICE RETURNABLE MATTERS		· HONOURABLE MR.JUSTICE R.M.CHHAYA
Available Orders

S. No.	Case Details	Judge Name	Order Date	CAV	Judgement	Questions	Transferred
1	COMPANY PETITION/122/2013	· HONOURABLE MR.JUSTICE R.M.CHHAYA	17/04/2013	N	ORDER	-	Y

INDEX OF CHARGES

S.NO.	CHARGE ID	DATE OF CHARGE CREATION/MODIFICATION	CHARGE AMOUNT SECURED	CHARGE HOLDER	ADDRESS	SERVICE REQUEST NUMBER (SRN)
1	10382980	06/10/2012	2,393,700,000.00	PUBJAB NATIONAL BANK	MID CORPORATE BRANCH, RAOPURA, VADODARA - 390001, GUJARAT, INDIA	B60688900
2	10387496	28/09/2012	786,500,000.00	ANDHRA BANK	AKOTA BRANCH, SHRENIK PARK CHAR RASTA, VADODARA - 390020, GUJARAT, INDIA	B62337696
3	10384731	12/09/2012	777,300,000.00	THE KARUR VYSYA BANK LIMITED	NO 13, SIDCUP TOWER, NEAR MARBLE ARCH, RACECOURSE CIRCLE, VADODARA - 390007, GUJARAT, INDIA	B61470993
4	10379224	11/09/2012	397,800,000.00	EXPORT-IMPORT BANK OF INDIA	CENTER ONE BUILDING, FLOOR 21, WORLD TRADE CENTER COMPLEX, CUFFE PARADE, MUMBAI - 400005, MAHARASHTRA, INDIA	B59179630
5	10374213	23/07/2012	4,913,100,000.00	ALLAHABAD BANK	RAJMAHAL ROAD BRANCH, RAJMAHAL ROAD, VADODARA - 390001, GUJARAT, INDIA	B57138257
6	10327073	17/12/2011	1,000,000,000.00	ALLAHABAD BANK	RAJMAHAL ROAD BRANCH, RAJMAHAL ROAD, VADODARA - 390001, GUJARAT, INDIA	B29128840
7	10322364	18/11/2011	350,000,000.00	UNION BANK OF INDIA	INDUSTRIAL FINANCE BRANCH, STATION ROAD, SAYAJIGUNJ, VADODARA - 390005, GUJARAT, INDIA	B27554328
8	10305610	10/09/2011	300,000,000.00	ICICI BANK LIMITED	LANDMARKRACE COURCE CIRCLE, ALKAPURI, BARODA - 390015, GUJARAT, INDIA	B20236626
9	10300410	27/07/2011	300,000,000.00	L & T FINANCE LIMITED	L&T HOUSE, BALLARD ESTATE, MUMBAI - 400001, MAHARASHTRA, INDIA	B18145334
10	10294951	08/07/2011	750,000,000.00	ICICI BANK LIMITED	LANDMARKRACE COURCE CIRCLE, ALKAPURI, BARODA - 390015, GUJARAT, INDIA	B16096364
11	10293479	26/09/2012 *	1,717,600,000.00	INDIAN BANK	1, SUJATA SOCIETY,, HARI NAGAR CHAR RASTA, GOTRI ROAD, VADODARA - 390007, GUJARAT, INDIA	B61559506
12	10284297	30/03/2011	1,500,000,000.00	PUNJAB NATIONAL BANK	RAOPURA, VADODARA - 390001, GUJARAT, INDIA	B11525128
13	10267936	12/01/2011	500,000,000.00	INDUSLAND BANK LIMITED	WORLD BUSINESS HOUSE, M. G. ROAD, NEAR PARIMAL GARDEN, ELLIS BRIDGE, AHMEDABAD - 380006, GUJARAT, INDIA	B05170295
14	10257610	24/12/2010	500,000,000.00	ALLAHABAD BANK	RAJMAHAL ROAD BRANCH, RAJMAHAL ROAD, VADODARA - 390001, GUJARAT, INDIA	B02456044
15	10249589	18/11/2010	300,000,000.00	ICICI BANK LIMITED	LANDMARKRACE COURCE CIRCLE, ALKAPURI, BARODA - 390015, GUJARAT, INDIA	A98924194
16	10251199	12/11/2010	500,000,000.00	UCO BANK	14-17, EARTH COMPLEX, AKSHAR CHOWK, OLD PADRA ROAD, VADODARA - 390020, GUJARAT, INDIA	A99377582
17	10224735	17/08/2011 *	600,000,000.00	EXPORT-IMPORT BANK OF INDIA	CENTRE ONE BUILDING,, FLOOR 21, WORLD TRADE CENTR E COMPLEX, CUFFE PARADE, MUMBAI - 400005, MAHARASHTRA, INDIA	B18662767
18	10219545	03/05/2010	50,000,000.00	PUNJAB NATIONAL BANK	RAOPURA, VADODARA - 390001, GUJARAT, INDIA	A85594596
19	10216616	12/04/2010	343,000.00	AXIS BANK LIMITED	2ND FLOOR, VARDHAMAN COMPLEX,, BESIDES PIZZA HUT, RACE COURSE CIRCLE, VADODARA - 390007, GUJARAT, INDIA	A84429596
20	10212435	18/02/2010	1,500,000.00	PUNJAB NATIONAL BANK	RAOPURA, VADODARA - 390001, GUJARAT, INDIA	A83094342
21	10187402	13/11/2009	740,000.00	AXIS BANK LIMITED	2ND FLOOR, VARDHAMAN COMPLEX,, BESIDES PIZZA HUT, RACE COURSE CIRCLE, VADODARA - 390007, GUJARAT, INDIA	A73568057
22	10186447	04/11/2009	725,000.00	AXIS BANK LIMITED	2ND FLOOR, VARDHAMAN COMPLEX,, BESIDES PIZZA HUT, RACE COURSE CIRCLE, VADODARA - 390007, GUJARAT, INDIA	A73578205
23	10183811	15/10/2009	1,049,000.00	PUNJAB NATIONAL BANK	RAOPURA, VADODARA - 390001, GUJARAT, INDIA	A72706252
24	10183818	15/10/2009	1,049,000.00	PUNJAB NATIONAL BANK	RAOPURA, VADODARA - 390001, GUJARAT, INDIA	A72706617
25	10183629	14/10/2009	6,000,000.00	PUNJAB NATIONAL BANK	RAOPURA, VADODARA - 390001, GUJARAT, INDIA	A72625643
26	10181003	26/09/2012 *	1,717,600,000.00	INDIAN BANK	1, SUJATA SOCIETY, HARI NAGAR CHAR RASTA, GOTRI ROAD, VADODARA - 390007, GUJARAT, INDIA	B61558789
27	10166859	30/06/2009	1,000,000,000.00	PUNJAB NATIONAL BANK	RAOPURA, VADODARA - 390001, GUJARAT, INDIA	A65729436
28	10167241	29/06/2009	1,500,000,000.00	ALLAHABAD BANK	2, NETAJI SUBHAS ROAD, KOLKATA - 700001, WEST BENGAL, INDIA	A66099755
29	10163800	19/06/2009	333,000.00	AXIS BANK LIMITED	2ND FLOOR, VARDHAMAN COMPLEX, BESIDES PIZZA HUT, RACE COURSE, VADODARA - 390007, GUJARAT, INDIA	A64592280
30	10164217	16/06/2009	583,000.00	AXIS BANK LIMITED	2ND FLOOR, VARDHAMAN COMPLEX, BESIDES PIZZA HUT, RACE COURSE, VADODARA - 390007, GUJARAT, INDIA	A64759285
31	10164680	16/06/2009	583,000.00	AXIS BANK LIMITED	2ND FLOOR, VARDHAMAN COMPLEX, BESIDES PIZZA HUT, RACE COURSE, VADODARA - 390007, GUJARAT, INDIA	A64993330
32	10164259	15/06/2009	450,000.00	AXIS BANK LIMITED	2ND FLOOR, VARDHAMAN COMPLEX, BESIDES PIZZA HUT, RACE COURSE, VADODARA - 390007, GUJARAT, INDIA	A64804727
33	10164951	11/06/2009	486,000.00	AXIS BANK LIMITED	2ND FLOOR, VARDHAMAN COMPLEX, BESIDES PIZZA HUT, RACE COURSE, VADODARA - 390007, GUJARAT, INDIA	A65068306
34	10160977	25/05/2009	588,000.00	AXIS BANK LIMITED	2ND FLOOR, VARDHAMAN COMPLEX, BESIDES PIZZA HUT, RACE COURSE, VADODARA - 390007, GUJARAT, INDIA	A63645329
35	10136424	25/07/2011 *	800,000,000.00	ANDHRA BANK	DR. PATTABHI BHAVAN, SAIFABAD, HYDERABAD, ANDHRA PRADESH - 500004, INDIA	B19356591
36	10123150	03/10/2008	893,000,000.00	3I INFOTECH TRUSTEESHIP SERVICES LIMITED	3RD TO 6TH FLOOR, INTERNATIONAL INFOTECH PARK, TOWER NO.5, VASHI RAILWAY STATION COMPLEX, VASHI, NAVI MUMBAI - 400703, MAHARASHTRA, INDIA	A46443123
37	10096365	29/01/2009 *	50,000,000.00	3I INFOTECH TRUSTEESHIP SERVICES LIMITED	3RD TO 6TH FLOOR, INTERNATIONAL INFOTECH PARK, TOWER NO.5, VASHI RAILWAY STATION COMPLEX, VASHI, NAVI MUMBAI - 400703, MAHARASHTRA, INDIA	A55649156
38	10085423	31/01/2009 *	225,000,000.00	EXPORT IMPORT BANK OF INDIA	CENTRE ONE BUILDING, FLOOR 21, WORLD TRADE CENTRE, CUFFE PARADE, MUMBAI - 400005, MAHARASHTRA, INDIA	A56926751
39	10054079	03/04/2013 *	17,933,900,000.00	ALLAHABAD BANK (LEAD BANK)	RAJMAHAL ROAD BRANCH, RAJMAHAL ROAD, VADODARA - 390001, GUJARAT, INDIA	B74676321
40	10054081	03/04/2013 *	17,933,900,000.00	ALLAHABAD BANK (LEAD BANK)	RAJMAHAL ROAD BRANCH, RAJMAHAL ROAD, VADODARA - 390001, GUJARAT, INDIA	B73658320
41	10027900	27/10/2012 *	2,496,500,000.00	STATE BANK OF INDIA	MID CORPORATE GROUP INDUSTRIAL FINANCE BRANCH, MA RBLE ARCH, RACE COURSE CIRCLE, VADODARA - 390007, GUJARAT, INDIA	B61621561
42	10010059	24/01/2013 *	7,183,000.00	STATE BANK OF INDIA	CANTONMENT BRANCH, VADODARA - 390002, GUJARAT, INDIA	B67761130
43	10003838	04/05/2006	97,500,000.00	STATE BANK OF INDIA	INDUSTRIAL FINANCE BRANCH, MARBLE ARCH, RACE COUR SE CIRCLE, VADODARA - 390007, GUJARAT, INDIA	A00991307

* Date of charge modification

UNSECURED LOANS

PARTICULAR	30.06.2012 (Rs. in Millions)	30.06.2011 (Rs. in Millions)
LONG TERM BORROWINGS
Foreign currency convertible bonds	5617.922	0.000
Loans and advances from related parties	3.260	0.000
SHORT TERM BORROWINGS
Other Loans and Advances
From Banks
Buyer’s Credit	209.914	387.283
From Financial Institutions	62.242	149.945
Other Loans and Advances	220.212	790.532
Total	6113.550	1327.760

OPERATIONS

The Company has gone aggressively for capex in the last 3-4 years. One of the majorprojects which is in the nature of R&D and having strategically importance to thecountry i.e. Carbon Fibre could hot be established in the anticipated scheduled time.Similarly, for their other projects like Wind Mill and Transportation - the certifications/qualifications / approvals consumed lot of time resulting into slow revenue growth.

The major initiatives along with the expansion which have been taken by Kemrock are ofspeciality products and segments i.e. to manufacture non-standard products. Most of theproducts are of the nature whereby the certifications, qualifications and approvalsrequired. It takes lot of time and exercise to achieve. They at Kemrock took care of theseissues considering the timing wherein normally the things start moving, but due to theglobal conditions, the major customers who are being targeted on long term strategicpartnership also went slowly on these process resulting cascading effects on cash flow. Asthe qualifications took more time than anticipated; this resulted into delay in productionand subsequent supplies.

Similarly, most of the products are used in the projects involving sectors like Power,Infrastructure, Onshore, Refineries, and Petrochemical Complexes etc. Their major suppliesin the exports are with contracting firms who does large size jobs to these sectors andthey have been impacted by global economic meltdown resulting into margins squeeze anddelay in realization of export proceeds. This also resulted into stress on working capitalthereby utilizing the full working capital limits and additional interest burden onenhanced working capital. The increase in the rate of interest has also impacted theoverall cost of borrowing.

The input cost has also gone up substantially on account of Rupee depreciation. Thepercentage of Raw Material cost to Sales which was around 55% in the past has gone up toaround 62%.

The depreciation amount has also increased, resulting into lower PBT.

RESTRUCTURING SCHEME

Faced with a significant liquidity crunch, the Company had submitted a restructuringscheme to Lead Bank; Allahabad Bank with the support of consortium member Banks to seek acomprehensive financial restructuring package to enable it to correct its working capitalposition and to re-schedule its term debts in line with potential earnings.

The scheme was approved for restructuring of various credit facilities by the LeadBank, Allahabad Bank vide its approval dated 24.07.2012 based on the viability studyinstituted by it. The other member Banks under the consortium have also approved theRestructuring Scheme on the lines of Allahabad Bank's appraisal except Axis Bank Limited.The effect of said restructuring shall be accounted for in the current year.

CHANGE IN CAPITAL STRUCTURE

During the year under report, the Company, on 20th December, 2011, raised US$ 30million (Rs. 154.18 crore) through issue of 2,887,800 Global Depositary Receipts (GDRs),each representing one equity share of Rs. 10 each, at an issue price of US$ 10.389 perGDR. Pursuant to GDRs issue, the Company issued and allotted 2,887,800 equity shares ofRs. 10 each at a price of Rs. 533.89 per share (including a premium of Rs. 523.89 pershare).

Post issue of Global Depositary Receipts as aforesaid of 2,887,800 equity shares duringthe year under report, the paid up share capital of the Company increased from Rs. 174.422 to Rs. 20,32,99,980 divided into 2,03,29,998 equity shares of Rs. 10/- each.

WHOLLY OWNED AND OVERSEAS SUBSIDIARY AND JOINT VENTURE COMPANIES

A) WHOLLY OWNED DOMESTIC SUBSIDIARY COMPANIES

The Company has Eight wholly owned Indian subsidiaries viz., Kemrock Renewable Energy Limited (in renewable energy); Kemrock Hi-PerformanceComposites Limited (in mass transportation); Kemrock Infratech Limited (in EPC); KemrockAdvanced Composites Limited (in windmill blades); Kemrock Advance Reinforcements Limited(in carbon fibre); Kemrock Filament Windings Limited (in pipes); and Kemrock SpecialityPolymers Limited (in resins). These subsidiaries are yet to commence their business.

During the year, the company has acquired further 50% equity shares inKemrock Aerospace India Private Limited. The 50:50 Joint Venture between "KemrockIndustries and Exports Limited" and "SAERTEX Beteiligungsgesellschaft mbH",Germany, set up under the name of "SAERTEX-KEMROCK India Pvt. Ltd." (entity) hasbeen discontinued w.e.f., 28,h December, 2011, with the mutual agreement of boththe partners, in view of the change in business plan of the foreign JV partner. The saidentity, now being a wholly owned subsidiary, has been renamed as "KemrockAerospace India Pvt. Ltd". This Company shall continue to forge ahead with itsplan to manufacture materials and components for aeronautical industry.

B) WHOLLY OWNED OVERSEAS SUBSIDIARY COMPANIES

The Company has two wholly owned overseas subsidiaries viz., Kemrock UK Limited, in UKand Kemrock International FZE, in DAFZA, Dubai. These subsidiaries are engaged in thebusiness of international marketing in the fields of composite products and its parts andcomponents including related materials like glass fiber, technical fabric, resins,polymers and chemicals.

C) OVERSEAS SUBSIDIARY COMPANY

The Company continues to hold 80% stake in Top Glass S. p. A., Italy, which is one ofthe chief and highly qualified producers of Pultruded Composite Profiles, situated 20 kms. north east of Milano, Italy.

D) JOINT VENTURE COMPANY

During the report under review, the Company continued to have interest into its jointventure company, viz., Georgia-Pacific Kemrock International Private Limited, inwhich the Company holds 49% equity shares and M/s. GP Chemicals International HoldingS.A.R.L. holds 51% equity shares.

The 50:50 joint venture Company viz., S. K. Polymers, FZCO, of the Company wasclosed w.e.f., 22™ April, 2012, it being nonviable to carry on its business.

MANAGEMENT DISCUSSION AND ANALYSIS

OUTLOOK FOR THE ECONOMY

With the government of India introducing measures to revive the economic growth,various factors such as domestic and global factors are expected to contribute towardsmodernization of the Indian economic growth. The year 2011-12 experienced slowdown in theeconomic growth. GDP growth remained at 6.9% in the year. The business sentiments remainedsubdued. The interest rates and the crude oil prices have risen sharply to dampen thegrowth of economy to certain extent. The Union Budget for 2012-13 indicated the need forstrong measures to revert to a fiscal adjustment path. With all the said, the GDP growthis likely to remain stagnant for the year 2012-13.

The Company is mainly engaged in the manufacture of Fiberglass Reinforced Polymer (FRP)composites and Resins.

GLOBAL OUTLOOK

The Global composite materials industry size has reached $19.6B in 2011, marking anannual increase of 8.2% from 2010, mainly driven by recovering of majority of markets

The market value of end use products made with composites was $55.6B in 2011

The composite materials industry is expected to reach $ 29.9B (about 7% CAGR) by 2017while end products made with composite materials market value is expected to reach $85B

The Global Automotive composite materials market was estimated to be around $ 2.8 B in2011, and is forecast to reach $ 4.3 B by 2017 @ CAGR of approx. 7%

The population growth, new infrastructure projects, urbanization, increase in middleclass population and the green movement will drive composites growth to new horizons inemerging economies.

BUSINESS REVIEW:

COMPOSITES

This is the Company's flagship business which accounts considerably of the Company'stopline. The company has developed the product in such a high caliber that it has expandedits reach to new consumers. This product has expressed remarkable performance hitherto, inspite of competitive foreign markets. Although the Company enjoys healthy order bookposition, several other factors have hampered its growth at present. However, the Companyhas endeavored its best to strengthen its products in the overseas market and itsacceptance is wide-spread. Further, the Company has focused on development of high valueadded composite products to avail advantage of improving profit margins.

WIND ENERGY

Imaging the world without the electricity is not at all possible, as it plays animportant role in people's lives. Wind energy is specie of the renewable energy which canbe replenished in a short period of time. Wind power is leader in the renewable energysector and growth rate of wind energy is increasing rapidly in the domestic andinternational markets. Kemrock has unique advantage of in-house availability of major rawmaterial, resin and glass fabric for manufacture of wind turbine blade. Kemrbck is thepreferred supplier of wind turbine blade for almost all the major wind energy customers.

RAILWAYS

The composite properties make the material resistant to climate factors and hence ittends to supersede conventional materials, most applications of the new type of materialsbeing addressed to transport industry. The industry has also begun to introduce suchmaterials in railway coach, luxury buses and cars. The construction of the first militaryvehicles using composite materials stands proof of their quality.

The main advantage of composites compared to metals, considering the industrialproduction processes, is superior management which significantly reduces manufacturingtimes. It is unlikely for rolling stock made of composites to be rehabilitated but it isdefinitely more environmentally-friendly and significantly recyclable.

Composite materials can be used in many applications within the railway industry, viz.,infrastructure, interior and exterior parts in rolling stocks. For infrastructure, themain advantages are better corrosion resistance as compared to metal. It is for this thatthe composite poles or signaling equipment effectively has lower maintenance costs, longerlifetime than wood, and hence composite sleepers, for instance, last more and bears lower weight than concrete which in turn enables faster and easier installation. In terms ofrolling stocks, the main advantages are lower weight and key advantages to save energy.There is increasing consumption and acceptance of fire retardant grade composite materialin railway coach, interior laminates, luxury buses etc. due to advantage of fuel economy,low maintenance requirement, fire resistance, properties etc.

Kemrock has introduced Prepreg and Vacuum Bagging System to produce improved quality ofhigh end products.

PULTRUSION PRODUCTS

Pultrusion is the only manufacturing process for obtaining high quality compositeprofile continuously, with high mechanical properties. Pultruded products are composed ofhigh performance fibres (glass, carbon, aramid) embedded in a polymer matrix. The processis characterized by, Complex shape and unlimited length, Low labor content, wide choice ofreinforcement and resins, Low scrap rates, High raw material conversion efficiency andConsistent quality.

Pultrusion has rich characterstics such as low weight, chemical resistant, electricaland thermal insulating, temperature resistant, low thermal expansion, anti-magnetic, nosparks, electromagnetic transparent custom colours, corrosion resistant, high mechanicalstrenght, easy to machine, low maintenance and reduced transport costs.

To increases speed of production of pultruded profile in Phenolic resin system, newcatalyst system was developed and successfully implemented.

AEROSPACE

Approximately 50% of the airframe is made from composites; a very bold move in thecommercial aircraft industry. Aerospace was the first wide-spread commercial applicationof Advanced Composites. The aerospace industry has come a long way, from the early dayswhen advanced composites were used for small "inconsequential" non-structuralcomponents in an aircraft - to today when entire fuselages and wings are constructed ofadvanced composite materials. In the new Airbus A380 and the Boeing 787 Dreamliner-advanced composites account for 25% to 50% by weight-a scenario unthinkable even 5years ago.

Aerospace composites are extremely critical since many lives depend on a compositestructure performing as it should in an aircraft. Thus, this industry is leading theeffort of establishing tough quality systems, including testing at each and every rawmaterial before being used and a material trace can be carried out to the most primarylevel of the raw material for every composite component.

FILAMENT WINDING (PIPING and TANK)

The filament winding technology is accepted world wide as very efficient method tomanufacture light weight composite products, meeting high strength requirementsparticularly to produce pipes and tanks. FRP/GRP pipes offers significant advantage overmetallic pipes due to much higher corrosion resistant, lighter weight, ease ofinstallation, much lower maintenance etc. These non-metallic pipes find preferredapplication in effluent management, water management, chemicals, transportation etc.Similarly, tanks fabricated using filament winding technology is preferred replacement formetallic tanks due to similar advantages.

New high HDT (Heat distortion temperature) Vinyl ester resin was introducedsuccessfully in pipe division for high thermal stability in corrosive application.

THERMO-SETTING RESINS INDUSTRY

The Resin market will show a corresponding growth as the Composites market. Unsaturated(thermo set) polyester is expected to remain the main resin and account for 80 percent ofall demand because of its low cost and excellent properties.-Vinyl esters are expected togrow in importance where higher levels of corrosion and temperature resistance aremandated. Epoxy resin usage is expected to be determined by the fact that they have thehighest mechanical properties of all major resin usage is expected to be in applicationswhere enhanced fire, smoke and toxicity reduction is required. Hence, it can be expectedthat in the Indian market also, phenolic resins for FRP products would be used inspecialized applications. The thermo-set resin market for Composites application isestimated to be 1,20,000 TPA in India, with a CAGR of more than 20 percent p.a.Unsaturated polyester resin market in India is the largest with a share of 80 percent incomposites, followed by Epoxy resins and Phenolic resins.

The Company is a leading manufacturer of thermo-set resins and also a leadingmanufacturer of composites. Being vertically integrated, it is in a unique position tooffer customized solutions to other end-use industry as well, thus giving it a competitiveedge.

CARBON FIBRE

After commissioning Aerospace grade carbon fiber facility during 2010-11, thestabilization of manufacturing facility with focus on consistency in the productivity andimprovement in quality was taken up during 2011-12. All the three grades of carbon fiber(3K, 6K, and 12K) were certified by M/s. CEMILAC, Bangalore during September, 2011 andprovisional clearance was released for use of three grades of carbon fiber foraeronautical applications. Consistency in the productivity and quality was achieved forpoly-acrylonitrite powder, special acrylic fibre and carbon fibre products.

Company had also taken up implementation of Second manufacturing facility to producecommercial grade Carbon Fiber (12K, 24K and 48K). Most of the major critical equipmentsare procured and installed. Company is in process of commissioning this second commercialgrade carbon fiber facility by procuring and installing some of the balancing equipmentsby July-August, 2013.

AWARDS AND ACCOLADES

Kemrock Industries and Exports Limited has Integrated Management System encompassingquality management, environment management and occupational health and safety managementsystem. Kemrock has also acquired ISO/TS 16949:2009 for Transport department. Departmentof chemicals and Petrochemicals, Ministry of Chemicals and Fertilizers, Government ofIndia, has conferred second national award to Kemrock for technology innovation inthe field of high-performance vinyl ester resins for composite applications.

CONTINGENT LIABILITIES:

PARTICULARS	30.06.2012 (Rs. In Millions)	30.06.2011 (Rs. In Millions)
Guarantees
Guarantees issued by Bank on behalf of the Company	1172.129	980.920
Other money for wihich company is contingently liable
Disputed tax demands (not acknowledged) against which proceedings are pending before various tax authorities.	31.516	22.674
Litigations against the Company	5.220	2.185
Letters of Credit issued by Bank on behalf of the Company	1459.031	171.172

FIXED ASSETS

· Land

Building

Plant and Machinery

Furniture, Office Equipments, etc

Vehicles

Quality Control Assets

PRESS RELEASE

KEMROCK LAUNCHES INDUSTRIAL GRADE CARBON FIBER UNDER BRAND 'JAITEC'

Mumbai/Vadodara, August 03, 2011: Kemrock Industries and Exports Limited (KIEL), one of the leading manufacturers of fibre reinforced polymer (FRP) composites, launched a range of carbon fibre products for industrial applications under the brand name "JAITEC"

The products were launched by Mr. Ashok Nayak, Chairman of Hindustan Aeronautics Limited (HAL), during his visit to Kemrock’s facility.

Appreciating Kemrock’s successful operations and commercial production of carbon fiber plant, Mr. Nayak expressed that, “Kemrock and HAL have also joined hands together by signing an MoU for manufacture of carbon fibre prepregs. Initially, we were contemplating   to have the prepreg manufacturing facility at HAL Bengaluru, considering the proximity of our other facilities.  But I was highly impressed seeing Kemrock’s commitment and capabilities at its world class facility in Vadodara which has made HAL decide to make prepregs at Kemrock, apart from the other grades of carbon fibre products"

Acknowledging HAL’s continued support, Mr. Kalpesh Patel, CMD, KIEL, said “Kemrock and HAL’s relationship will grow forward very strongly and it is our commitment to take on these new opportunities together”.

About Kemrock Industries and Exports

Headquartered in Vadodara, Kemrock Industries and Exports Limited, is India’s leading producer of FRP/GRP composites, offering a fully integrated range of raw materials and engineered composites products. Established in 1981 as a small start-up and incorporated in 1991, the company offers world-class integrated solutions – from design to delivery - in its state-of-the-art manufacturing unit at Vadodara, which houses most of the processes at a single location. The company provides the largest portfolio of composite products and delivers both ready and customised solutions, which are ideal replacements for traditional materials prone to corrosion and maintenance. The company’s product range includes Thermo-setting Resins and Composite Products such as Windmill Blade , Rail Coach Interiors and Exteriors, Cable Management Systems , Pultruded profiles, Gratings, Piping Systems, Lighting Poles, Access Systems and now Carbon Fibre.

Kemrock Industries has established a prominent position across domestic and international markets, including product presence in over 50 countries. The company’s securities are listed on the Bombay Stock Exchange, National Stock Exchange and Luxembourg Stock Exchange.

About HAL

Hindustan Aeronautics Limited (HAL) is a leading Indian aeronautical company with operations including design, development, manufacture, and maintenance of aircraft, helicopters and their related power plants, accessories, systems and equipment. With 19 production units and 10 research and design centers in eight locations in India, the company has an impressive track record including 14 types of aircraft manufactured with in-house R&D and 14 produced under licence.

The largest defence PSU, Hindustan Aeronautics Limited (HAL) has served the Indian defence forces for over six decades and has positioned itself as a comprehensive solution provider to the Indian Defence Services in aviation by contributing to their modernization efforts through aircraft/helicopter production of various types and technology base. With new initiatives and future programmes, the company continues to be a major partner of the Defence Forces.

HAL has now diversified into aerospace related fields, with its aero-space division supplying critical components, structural assemblies and tankages for various launch vehicles and satellites of Indian Space Research Organisation (ISRO).

Moving a step towards customer satisfaction, HAL plans to provide seamless maintenance support, encompassing first and second line support, for aircraft and helicopters at customer bases.

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.62.06
UK Pound	1	Rs.102.03
Euro	1	Rs.85.27

INFORMATION DETAILS

Information Gathered by :	HNA
Report Prepared by :	MRI

SCORE & RATING EXPLANATIONS

SCORE FACTORS	RANGE	POINTS
HISTORY	1~10	3
PAID-UP CAPITAL	1~10	2
OPERATING SCALE	1~10	2
FINANCIAL CONDITION
--BUSINESS SCALE	1~10	2
--PROFITABILIRY	1~10	2
--LIQUIDITY	1~10	2
--LEVERAGE	1~10	2
--RESERVES	1~10	2
--CREDIT LINES	1~10	2
--MARGINS	-5~5	--
DEMERIT POINTS
--BANK CHARGES	YES/NO	YES
--LITIGATION	YES/NO	YES
--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		19

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.