MIRA INFORM REPORT

Report Date :

22.01.2013

IDENTIFICATION DETAILS

Name :	NIRMA LIMITED
Registered Office :	Nirma House, Ashram Road, Ahmedabad – 380009, Gujarat
Country :	India
Financials (as on) :	31.03.2011
Date of Incorporation :	25.02.1980
Com. Reg. No.:	04-003670
Capital Investment / Paid-up Capital :	Rs. 795.711 Millions
CIN No.: [Company Identification No.]	L24240GJ1980PLC003670
Legal Form :	A Public Limited Liability company. The company’s Shares are Listed on the Stock Exchanges.
Line of Business :	Manufacturer and Seller of Synthetic Detergents, Soaps, Chemicals and Allied Products
No. of Employees :	Information declined by management

RATING & COMMENTS

MIRA’s Rating :

Aa (75)

RATING		STATUS	PROPOSED CREDIT LINE
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

Maximum Credit Limit :	USD 113000000
Status :	Good
Payment Behaviour :	Regular
Litigation :	Exist
Comments :	Subject is a well-established and reputed Fast Moving Consumer Goods (FMCG) company having fine track record. Available information indicates high financial responsibility of the company. Financial position of the company is good. Business is active. Payments are always correct and as per commitments. The company can be considered good for business dealings at usual trade terms and conditions.

NOTES :

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

INDIAN ECONOMIC OVERVIEW

India is developing into an open-market economy, yet traces of its past autarkic policies remain. Economic liberalization, including industrial deregulation, privatization of state-owned enterprises, and reduced controls on foreign trade and investment, began in the early 1990s and has served to accelerate the country's growth, which has averaged more than 7% per year since 1997. India's diverse economy encompasses traditional village farming, modern agriculture, handicrafts, a wide range of modern industries, and a multitude of services. Slightly more than half of the work force is in agriculture, but services are the major source of economic growth, accounting for more than half of India's output, with only one-third of its labor force. India has capitalized on its large educated English-speaking population to become a major exporter of information technology services and software workers. In 2010, the Indian economy rebounded robustly from the global financial crisis - in large part because of strong domestic demand - and growth exceeded 8% year-on-year in real terms. However, India's economic growth in 2011 slowed because of persistently high inflation and interest rates and little progress on economic reforms. High international crude prices have exacerbated the government's fuel subsidy expenditures contributing to a higher fiscal deficit, and a worsening current account deficit. Little economic reform took place in 2011 largely due to corruption scandals that have slowed legislative work. India's medium-term growth outlook is positive due to a young population and corresponding low dependency ratio, healthy savings and investment rates, and increasing integration into the global economy. India has many long-term challenges that it has not yet fully addressed, including widespread poverty, inadequate physical and social infrastructure, limited non-agricultural employment opportunities, scarce access to quality basic and higher education, and accommodating rural-to-urban migration.

Source : CIA

EXTERNAL AGENCY RATING

Rating Agency Name	CRISIL
Rating	AA (Cash Credit)
Rating Explanation	High degree of safety. It carry very low credit risk.
Date	December 2012

Rating Agency Name	CRISIL
Rating	A1+ (Short Term Debt)
Rating Explanation	Very strong degree of safety. It carry lowest credit risk.
Date	December 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 DECLINED

MANAGEMENT NON CO-OPERATIVE (91-79-27546565)

LOCATIONS

Registered/ Corporate Office :	Nirma House, Ashram Road, Ahmedabad – 380009, Gujarat, India
Tel. No.:	91-79-27546565 / 74 / 26442187
Fax No.:	91-79-27546603 / 05 / 01
E-Mail :	nirma_corporate@nirma.co.in ndpat@ad1.vsnl.net.in info@nirma.co.in
Website :	http://www.nirma.co.in
Factory:	Ø Block No. 16/B, Ahmedabad Mehsana Highway, P.O. Mandali, District Mehsana - 382732, Gujarat, India Ø Village: Moraiya, Post Chacharwadi Vasna, Near Modern Denim Bavla Road, Taluka: Sanand, District Ahmedabad - 382213, Gujarat, India Ø Alindra Detergent Complex, P. O. Alindra, Taluka Savli, District Baroda - 391775, Gujarat, India Ø Bhavnagar Chemical Complex, P. O. Kalatalav, District Bhavnagar - 364313, Gujarat, India Ø Wind Farm Project at Survey No. 691, Village Dhank, Taluka Upleta, District Rajkot, Gujarat, India Ø Nirlife Pharma Complex, Survey No. 358-369, Village Sachana, Taluka Viramgam, District Ahmedabad - 382150, Gujarat, India

DIRECTORS

AS ON 31.03.2011

Name :	Mr. Karsanbhai K. Patel
Designation :	Chairman and Managing Director
Name :	Mr. Rakesh K. Patel
Designation :	Vice Chairman
Name :	Mr. Hiren K. Patel
Designation :	Managing Director
Name :	Mr. Shrenikbhai K. Lalbhai
Designation :	Director
Name :	Mr. Pankaj R. Patel
Designation :	Director
Name :	Mr. Rajendra D. Shah
Designation :	Director
Name :	Mr. A. P Sarwan
Designation :	Director
Name :	Mr. Chinubhai R. Shah
Designation :	Director
Name :	Mr. Kaushikbhai N. Patel
Designation :	Director
Name :	Mr. Kalpesh A. Patel
Designation :	Executive Director

KEY EXECUTIVES

Name :	Mr. Paresh Sheth
Designation :	Company Secretary
Name :	Mr. Nilax Pandit
Designation :	General Manager

MAJOR SHAREHOLDERS / SHAREHOLDING PATTERN

AS ON 31.03.2011

	Category of Shareholders		No. of Shares held	Percentage of Shareholding
1	Indian Promoters' holding		144533701	90.82
2	Non-Promoters' holding
	a.	Mutual Funds	30196	0.02
	b.	Banks, Financial Institutions, Insurance Companies (Central / State Govt. Institutions / Non-Government Institutions)	30181	0.01
	c.	FIIs	888023	0.56
	d.	NRIs/OCBs	82041	0.06
	e.	Private Corporate Bodies	953890	0.60
	f.	Indian Public	12624250	7.93
	TOTAL		159142282	100
3	a.	No. of shares held in physical mode	568015	0.36
	b.	No. of shares held in Demat mode	158574267	99.64
	TOTAL		159142282	100

BUSINESS DETAILS

Line of Business :

Manufacturer and Seller of Synthetic Detergents, Soaps, Chemicals and Allied Products

Products :

Product Description	ITC Code No.
Synthetic Detergents	34029001
Toilet Soap	34011103
Soda ash	28862009

PRODUCTION STATUS (As on 31.03.2011)

Particulars	Unit	Installed Capacity
Synthetic Detergents	Tonnes	*
Alfa Olefin Sulphonate	Tonnes	10000
Sulphuric Acid	Tonnes	125000
Toilet Soap	Tonnes	170000
Distilled Fatty Acid	Tonnes	135000
Glycerine	Tonnes	18000
Linear Alkyl Benzene	Tonnes	110000
Soda Ash	Tonnes	650000
Single Super Phosphate	Tonnes	100000
Packaging	Tonnes	135000
Salt	Tonnes	1800000
Caustic Soda	Tonnes	87600
Infusions (Bottles) (Nos. in Lacs)	Tonnes	2315
Injectables (Plastics) (Nos. in Lacs)	Tonnes	10188
Injectables (Glass) (Amps/Vials/Bottles) (Nos. in Lacs)	Tonnes	3469
Injectables (Bags) (Nos. in Lacs)	Tonnes	124
Injectables (Dry Powder) (Nos. in Lacs)	Tonnes	3421
Dry Syrup (Nos. in Lacs)	Tonnes	1140
Disposables (Syringe, Plastic infusion set and Needles)( Nos. in Lacs)	Tonnes	14076
Tablets (Nos. in Lacs)	Tonnes	149213
Capsules (Nos. in Lacs)	Tonnes	28512
Oral Liquids (Nos. in Lacs)	Tonnes	713
Ointment Creams (Nos. in Lacs)	Tonnes	475
Others (ORS, Blood Bags, CAPD Bags etc.) (Nos. in Lacs)	Tonnes	158

Particulars	Unit	Actual Production
Synthetic Detergents	Tonnes	540086
Toilet Soap	Tonnes	60022
Linear Alkyl Benzene	Tonnes	86970
Soda Ash	Tonnes	545912
Infusions (Numbers in Lacs)	Tonnes	1818
Injectables (Numbers in Lacs)	Tonnes	4235

Note:

(A) Licensed capacity not indicated for all products due to the abolition of industrial licences as per Notification No. S.O. 477 (E), Dated 25th July, 1991.

(B) * Not Ascertainable.

(C) The installed capacity as shown above has been certified by management and not verified by the auditors, being a technical matter.

GENERAL INFORMATION

No. of Employees :

Information declined by management

Bankers :

Ø Bank of Baroda

Ø State Bank of India

Ø Bank of India

Ø HDFC Bank Limited

Ø Credit Lyonnais

Ø ANZ Grindlays Bank Limited

Ø Axis Bank Limited

Ø The Kalupur Commercial Cooperative Bank Limited

Facilities :

(Rs. in Millions)

Secured Loan	As on 31.03.2011	As on 31.03.2010
Long Term External commercial borrowings (ECBs)	5129.000	5165.800
Short Term Packing credit	0.000	83.600
Short term loans and advances from banks Cash credit accounts (including Rs. 0.200 Millions acquired on amalgamation)	2921.300	2270.300
Term loans	700.000	0.000
Total	8750.300	7519.700

Banking Relations :	--
Auditors :
Name :	Hemanshu Shah and Company Chartered Accountants
Address :	A/46, 3^rd Floor, Nobles, Opposite Nehru Bridge, Ashram Road, Ahmedabad - 380009, Gujarat, India
Tel No.:	91-79-26584250
Fax No.:	91-79-26589463
Email :	hcshah25@gmail.com
Subsidiaries :	Direct Holding · Karnavati Holdings Inc. USA Indirect Holding : · Searles Valley Minerals Operations Inc. (SVMO) USA · Searles Valley Minerals Inc.(SVM) USA · Wholly owned subsidiaries of Karnavati Holdings Inc. USA · Searles Domestic Water Company LLC · Searles Valley Residences LLC · Trona Railway Company LLC, NATI LLC (wholly owned by SVMO) · Searles Valley Minerals Europe S.A.S · (wholly owned by SVM)
Associates Entities:	· Kargil Holdings Private Limited · Uri Holdings Private Limited · Leh Holdings Private Limited · Banihal Holdings Private Limited · Kulgam Holdings Private Limited · Nirma Credit and Capital Private Limited · Nirma Industries Private Limited · Nirma Chemical Works Private Limited · Saurashtra Chemicals Private Limited · Baeurer Infotech Private Limited · Nefron Private Limited · Mahuva Port and Infrastructure Private Limited · Kanak Castor Products Private Limited · Nirma Education and Research Foundation · Nirma University · Nirma Labs · Trona Export Terminals LLC, USA · Nirma Capital Private Limited · Nirma Investment Private Limited

CAPITAL STRUCTURE

AS ON: 26.09.2011

Authorised Capital : Rs.1505.000 Millions

Issued, Subscribed & Paid-up Capital : Rs.795.878 Millions

AS ON 31.03.2011

Authorised Capital :

No. of Shares	Type	Value	Amount
280000000	Equity Shares	Rs.5/- each	Rs.1400.000 Millions
1000000	6% Redeemable non cumulative non convertible preference shares of	Rs.100/- each	Rs.100.000 Millions
	Total		Rs.1500.000 Millions

Issued, Subscribed Capital :

No. of Shares	Type	Value	Amount
159175666	Equity share	Rs.5/- each	Rs.795.878 Millions

Paid-up Capital :

No. of Shares	Type	Value	Amount
159142282	Equity shares	Rs.5/- each	Rs.795.711 Millions

NOTES:-

1. Of the above shares, 35572914 equity shares of Rs.5 each have been allotted as fully paid up pursuant to the scheme of amalgamation/ scheme of demerger without payment being received in cash.

2. Company has made allotment of 90998368 equity shares of Rs.5 each on exercising option by the warrant holders at a premium of Rs.40 per share (for share of Rs.10 each). 32584 equity shares of Rs.5 each were kept in abeyance due to court order

FINANCIAL DATA

[all figures are in Rupees Millions]

ABRIDGED BALANCE SHEET

SOURCES OF FUNDS		31.03.2011	31.03.2010	31.03.2009
SHAREHOLDERS FUNDS
1] Share Capital		795.700	795.700	795.700
2] Share Application Money		0.000	0.000	0.000
3] Reserves & Surplus		27524.000	26758.900	25214.700
4] (Accumulated Losses)		0.000	0.000	0.000
NETWORTH		28319.700	27554.600	26010.400
LOAN FUNDS
1] Secured Loans		8750.300	7519.700	10481.200
2] Unsecured Loans		1153.600	2353.100	856.700
TOTAL BORROWING		9903.900	9872.800	11337.900
DEFERRED TAX LIABILITIES		2903.400	3029.100	3056.900
TOTAL		41127.000	40456.500	40405.200
APPLICATION OF FUNDS
FIXED ASSETS [Net Block]		18139.100	19161.100	19189.400
Capital work-in-progress		1797.800	2792.400	2430.800
INVESTMENT		5415.200	5357.300	5397.700
DEFERREX TAX ASSETS		0.000	0.000	0.000
CURRENT ASSETS, LOANS & ADVANCES
	Inventories	7348.100	5921.500	6002.700
	Sundry Debtors	3162.400	2692.800	2504.900
	Cash & Bank Balances	639.300	922.900	2135.900
	Other Current Assets	0.000	0.000	0.000
	Loans & Advances	8498.700	7828.700	5995.900
Total Current Assets		19648.500	17365.900	16639.400
Less : CURRENT LIABILITIES & PROVISIONS
	Sundry Creditors	2655.100	1936.000	1538.500
	Other Current Liabilities	459.400	554.700	360.800
	Provisions	759.100	1729.500	1352.800
Total Current Liabilities		3873.600	4220.200	3252.100
Net Current Assets		15774.900	13145.700	13387.300
MISCELLANEOUS EXPENSES		0.000	0.000	0.000
TOTAL		41127.000	40456.500	40405.200

PROFIT & LOSS ACCOUNT

	PARTICULARS		31.03.2011	31.03.2010	31.03.2009
	SALES
		Income	32466.500	31179.500	30301.700
		Other Income	149.000	192.200	87.800
		TOTAL	32615.500	31371.700	30389.500
Less	EXPENSES
		Consumption of raw materials	13816.800	12540.200	13988.900
		Purchase of goods traded in	831.200	368.700	227.000
		Payments to and provision for employees	1331.400	1134.500	990.00
		Manufacturing, administrative and selling expenses	12606.900	11350.400	10494.600
		Increase/(Decrease) in Stock	(332.800)	(68.000)	(310.800)
		TOTAL	28253.500	25325.800	25389.700
Less	PROFIT BEFORE INTEREST, TAX, DEPRECIATION AND AMORTISATION		4362.000	6045.900	4999.800
Less	FINANCIAL EXPENSES		314.800	317.200	474.100
	PROFIT BEFORE TAX, DEPRECIATION AND AMORTISATION		4047.200	5728.700	4525.700
Less/ Add	DEPRECIATION/ AMORTISATION		3143.300	2875.600	2443.800
Less	PROFIT BEFORE EXCEPTIONAL ITEMS AND TAX		903.900	2853.100	2081.900
Less	IMPAIRMENT OF ASSET		0.000	0.000	600.000
Less	FIXED ASSETS WRITTEN OFF		0.000	39.400	0.000
Add/ Less	EXCHANGES GAIN ON REVOLUTION ON LONG TERM MONETARY ITEMS		150.400	(50.500)	298.600
	PROFIT BEFORE TAX		1054.300	2763.200	1183.300
Less	TAX		313.900	383.800	249.00
	PROFIT AFTER TAX		740.400	2379.400	934.300
Add	PREVIOUS YEARS’ BALANCE BROUGHT FORWARD		844.800	300.600	1140.000
Less	APPROPRIATIONS
		Transfer to General Reserve	0.000	1000.000	1000.000
		Dividend	0.000	716.100	636.600
		Tax on Dividend	0.000	119.100	108.200
		Transferred to capital redemption reserve	0.000	0.000	27.900
		Final dividend on preference share	0.000	0.000	1.000
	BALANCE CARRIED TO THE B/S		1585.200	844.800	300.600
	EARNINGS IN FOREIGN CURRENCY
		Export Earnings	2304.000	1825.800	1542.800
		Interest	5.400	17.200	0.000
		Other Earnings	6.500	0.000	0.200
	TOTAL EARNINGS		2315.900	1843.000	1543.000
	IMPORTS
		Raw Materials	2048.200	2580.300	2558.400
		Stores & Spares	208.900	109.700	255.200
		Capital Goods	5.700	115.400	197.100
	TOTAL IMPORTS		2262.800	2805.400	3010.700
	Earnings Per Share (Rs.)		4.65	14.95	5.86

QUARTERLY RESULTS

PARTICULARS	30.06.2011 1^st Quarter	30.09.2011 2^nd Quarter	31.12.2011 3^rd Quarter
Type	Unaudited	Unaudited	Unaudited
Net Sales	8847.300	9987.300	10018.300
Total Expenditure	7620.300	8710.300	8471.500
PBIDT (Excl OI)	1227.000	1277.000	1546.800
Other Income	34.800	66.600	63.500
Operating Profit	1261.800	1343.600	1610.300
Interest	114.900	48.000	92.200
Exceptional Items	0.000	(481.100)	122.200
PBDT	1146.900	814.500	1640.300
Depreciation	553.800	557.300	548.400
Profit Before Tax	593.100	257.200	1091.900
Tax	79.900	43.800	295.900
Provisions and contingencies	0.000	0.000	0.000
Profit After Tax	513.200	213.400	796.000
Extraordinary Items	0.000	0.000	0.000
Prior Period Expenses	0.000	0.000	0.000
Other Adjustments	0.000	0.000	0.000
Net Profit	513.200	213.400	796.000

KEY RATIOS

PARTICULARS		31.03.2011	31.03.2010	31.03.2009
PAT / Total Income	(%)	2.27	7.58	3.07
Net Profit Margin (PBT/Sales)	(%)	3.25	8.81	3.91
Return on Total Assets (PBT/Total Assets}	(%)	2.79	7.56	3.30
Return on Investment (ROI) (PBT/Networth)		0.04	0.10	0.05
Debt Equity Ratio (Total Liability/Networth)		0.49	0.51	0.56
Current Ratio (Current Asset/Current Liability)		5.07	4.11	5.12

LOCAL AGENCY FURTHER INFORMATION

SUNDRY CREDITORS DETAILS:

Particulars	31.03.2011	31.03.2010	31.03.2009
	(Rs. In Millions)
Dues of micro, small and medium enterprises	37.500	11.600	7.100
Others [[Including Rs. 4.800 Millions due to subsidiary company Karnavati Holdings Inc.(P.Y. Rs. 640.000 Millions)] (Including Rs. 1.100 Millions acquired on amalgamation)]	2617.600	1924.400	1531.400
Total	2655.100	1936.000	1538.500

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	No
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	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	No
30]	Major Shareholders, if available	No
31]	Date of Birth of Proprietor/Partner/Director, if available	No
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

UNSECURED LOANS

Unsecured Loans	31.03.2011	31.03.2010
	(Rs. In Millions)
Long Term Interest free sales tax deferment loan under sales tax incentive scheme of Government of Gujarat (guaranteed by directors)	0.400	0.400
Short Term
Loan from directors	828.00	1843.000
Inter corporate deposits	35.900	251.300
Total	1153.600	2353.100

LITIGATION DETAILS 1:

HIGH COURT OF GUJARAT

CIVIL REVISION APPLICATION No. 289 of 2012

Status: PENDING ( Converted from : CRAST/292/2012) CCIN No: 001009201200289

Last Listing Date: 21.01.2013

Coram: - HONOURABLE SMT. JUSTICE ABHILASHA KUMARI Not Before : HONOURABLE MR.JUSTICE M.D. SHAH

S.NO.

Name of the Petitioner

Advocate On Record

1

NAMDEV BATRA, PROPRIETOR OF ANAND ENTERPRISE

MR MEHUL S SHAH for: Applicant(s) 1
MR SURESH M SHAH for: Applicant(s) 1
MR LALIT K BABULKAR for: Applicant(s) 1

S.NO.

Name of the Respondant

Advocate On Record

1

NIRMA LIMITED

NOTICE SERVED for :Opponent(s) 1

Presented On : 26.11.2012 Registered On : 01.12.2012

Bench Category : SINGLE BENCH District : AHMEDABAD

Case Originated From: THROUGH ADVOCATE Listed : 4 times

Stage Name : NOTICE & ADJOURNED MATTERS

Classification : SJ - CIVIL REVISION APPLICATION - CODE OF CIVIL PROCEDURE, 1908 - UNDER SECTION SEC. 115

Act CIVIL PROCEDURE CODE, 1908

Lower Court Details

S. No.	Lower Court Case Detail	Lower Court Name	Judge Name	Judgment date
1	MISC.CIVIL APPLICATION - FOR RECONSTRUCTION/175/2010	DISTRICT COURT, AHMEDABAD RURAL	--	22.08.2012

Office Details

S. No

Filing Date

Document Name

Advocate Name

Court Fee on Document

Document Details

1

26.11.2012

CERTIFIED COPY

MR SURESH M SHAH ADVOCATE
for PETITIONER(s) 1

2

MR SURESH M SHAH:1

2

26.11.2012

VAKALATNAMA

MR SURESH M SHAH ADVOCATE
for PETITIONER(s) 1

5

MR SURESH M SHAH:1

3

26.11.2012

MEMO OF APPEAL/PETITION/SUIT

MR SURESH M SHAH ADVOCATE
for PETITIONER(s) 1

20

MR SURESH M SHAH:1

4

30.11.2012

MEMO OF APPEAL/PETITION/SUIT

MR SURESH M SHAH ADVOCATE
for PETITIONER(s) 1

30

MR SURESH M SHAH:1

Court Proceedings

S. No.

Notified Date

Court Code

Board Sr. No.

Stage

Action

Coram

1

04.12.2012

13

--

NOTICE & ADJOURNED MATTERS

NEXT DATE

HONOURABLE MR.JUSTICE M.D. SHAH

2

05.12.2012

13

--

FOR REGULAR ADMISSION

NEXT DATE

HONOURABLE SMT. JUSTICE ABHILASHA KUMARI

3

20.12.2012

13

--

NOTICE & ADJOURNED MATTERS

NEXT DATE

HONOURABLE SMT. JUSTICE ABHILASHA KUMARI

4

21.01.2013

13

--

ADMISSION (ADJOUNRED MATTERS)

NEXT DATE

HONOURABLE SMT. JUSTICE ABHILASHA KUMARI

Available Orders

S. No.

Case Details

Judge Name

Order Date

CAV

Judgement

1

CIVIL REVISION APPLICATION/289/2012

HONOURABLE SMT. JUSTICE ABHILASHA KUMARI

21.01.2013

N

N

2

CIVIL REVISION APPLICATION/289/2012

HONOURABLE SMT. JUSTICE ABHILASHA KUMARI

20.12.2012

N

N

LITIGATION DETAILS 2:

HIGH COURT OF GUJARAT STAMP NUMBER No. 2550 of 2012

Status: PENDING CCIN No: 001087201202550 Last Listing Date: 31.12.2012 Coram: - ADDITIONAL REGISTRAR ( JUDICIAL)

S.NO.

Name of the Petitioner

Advocate On Record

1

OMAN INTERNATIONAL BANK S.A.O.G.

MR SUNIT S SHAH for: null 1

S.NO.

Name of the Respondant

Advocate On Record

1

NIRMA LIMITED

NOTICE SERVED for :Opponent(s) 1

2

O.L OF CORE HEALTH CARE LIMITED

Presented On : 14.12.2012 Registered On : 14.12.2012 Bench Category : DIVISION BENCH District : AHMEDABAD Case Originated From: THROUGH ADVOCATE Listed : 0 times Stage Name : OFFICE OBJECTION (FILING STAGE)

Office Objection

Filing Stage: WHETHER DULY SIGNED AND AFFIRMED AFFIDAVIT IN SUPPORT IS FILED? Filing Stage: WHETHER VAKALATNAMA SIGNED BY ALL PETITIONERS/ APPELLANTS & ACCEPTED BY ADVOCATE Filing Stage: WHETHER NAMES AND DESIGNATIONS AND FULL ADDRESS OF ALL PARTIES ARE GIVEN? Filing Stage: WHETHER THE ORGINAL POSITIONS OF THE PARTIES STATED? Classification: DB - CIVIL APPLICATION - CODE OF CIVIL PROCEDURE, 1908 – AMENDMENT Act: COMPANIES ACT, 1956

Office Details

S. No

Filing Date

Document Name

Advocate Name

Court Fee on Document

Document Details

1

14.12.2012

APPLICATION

MR SUNIT S SHAH ADVOCATE for PETITIONER(s) 1

20

MR SUNIT S SHAH:1

Court Proceedings

S. No.

Notified Date

Court Code

Board Sr. No.

Stage

Action

Coram

1

31.12.2012

51

--

OFFICE OBJECTION (FILING STAGE)

NEXT DATE

ADDITIONAL REGISTRAR ( JUDICIAL)

LITIGATION DETAILS 3:

HIGH COURT OF GUJARAT STAMP NUMBER No. 819 of 2012
Status: PENDING CCIN No: 001087201200819 Last Listing Date: 04.05.2012 Coram: - ADDITIONAL REGISTRAR ( JUDICIAL)
S.NO.	Name of the Petitioner					Advocate On Record
1	SLIPCO CONSTRUCTIONS PVT LTD					MR ZUBIN F BHARDA for: null 1
S.NO.	Name of the Respondant					Advocate On Record
1	NIRMA LIMITED					MR GAURAV S MATHUR for :null 1
Presented On : 19.04.2012 Registered On : 19.04.2012 Bench Category : SINGLE BENCH District : AHMEDABAD Case Originated From: THROUGH ADVOCATE Listed : 0 times Stage Name : OFFICE OBJECTION (FILING STAGE) Classification: SJ - CIVIL MISC. APPLICATION - CODE OF CIVIL PROCEDURE, 1908 - REVIEW / MODIFICATION / DIRECTION / EXTENSION OF TIME / CLARIFICATION Act: ARBITRATION ACT, 1940
Court Proceedings
S. No.		Notified Date	Court Code	Board Sr. No.	Stage		Action	Coram
1		04.05.2012	51	--	OFFICE OBJECTION (FILING STAGE)		NEXT DATE	ADDITIONAL REGISTRAR ( JUDICIAL)

FINANCE

The Company believes in moderate gearing and maintains external debt at levels that can be serviced from operating cash flows. Sustained cash flows from core operations over the years has helped the Company in resorting to short-term borrowings to fund its Capex plans.

BUSINESS OVERVIEW

Fiscal year 2011 in general was showing overall mixed growth indicators. Inflation was in the headline exhibiting strong persistence in 2010-11. It reflected both supply shocks and gradual generalisation of price pressures. Real

GDP growth in 2010-11 reverted to near trend growth rate, following two successive years of below trend growth.

STANDALONE OPERATING RESULT

On Standalone basis, the net sale was increased to Rs.32466.5000 Millions from Rs. 31179.500 Millions of the previous year. The EBITDA has declined to Rs.4362.0000 Millions from Rs. 6045.900 Millions as compared to the previous year. The net profit was at Rs. 740.400 Millions during the year compared to Rs. 2379.400 Millions of the previous years. The reduction in the net profit was mainly on account of increase in the cost of power and fuel, raw materials, higher depreciation and employee cost.

SCHEMES OF ARRANGEMENT

The Hon’ble High Court of Gujarat has sanctioned (i) the Scheme of Arrangement in the nature of demerger and transfer of Cement and Mining Division of Nirma Credit and Capital Private Limited with the Company vide its order dated March 14, 2011 and (ii) the Scheme of Arrangement in the nature of amalgamation of Nirma Consumer Care Limited, a Wholly Owned Subsidiary, with the Company vide its order dated March 30, 2011. The appointed date of both the Schemes was April 1, 2009. The effective date of both the Schemes was April 29, 2011 and May 4, 2011 respectively.

PROJECTS

In respect of the cement project of the Company at Mahuva, Dist. Bhavnagar, a special leave petition was filed before the Hon’ble Supreme Court against the order of the Hon’ble High Court of Gujarat allowing the construction at the site subject to certain conditions / safeguards. In response to the order of the Hon’ble Supreme Court, Expert Appraisal Committee (EAC) submitted its recommendations to the Ministry of Environment and Forest (MoEF) and pursuant thereto, MoEF issued Show-cause Notice dated May 11, 2011 as to why the Environmental Clearance granted earlier to the Project should not be cancelled. The Company has submitted its response to the Show-cause Notice and hearings have taken place before MoEF in the month of July 2011.

MANAGEMENT DISCUSSION AND ANALYSIS

ECONOMY AND MARKET TREND

The inflationary situation in the economy continues to be a cause of concern in FY 2010-11. Increasing International oil prices, likely decontrol of diesel prices, high global food prices and higher minimum support price for the upcoming agriculture season are some of the factors that constitute the upside risks to inflation. Sectors like manufacturing and mining have witnessed considerable erosion of growth momentum over the last year. While consumption demand is still holding, a sharp decline in the growth of investments is seen.

The intensifying trends in interest rates, raw materials cost and fuel prices, likely to slow down the economic scenario in Asian economies. However, the momentum gained in export activities during the second half of the year show some promising outlook.

COMPANY’S PRODUCTS

The Company has diversified portfolio of Soaps and Surfactants, Healthcare and Processed Minerals.

The Company is one of the leading fast-moving consumer and chemical companies in India. “Nirma and Nima” brands are household names and have been accredited several times as one of the best Indian brands. “Nirma” has created the market for itself and even been adjudged as one of the Super brands of India.

Soaps and Surfactants business include Soaps and Detergents as well as key chemicals and packaging required in their manufacture. As a part of backward integration strategy, the Company has, in stages, set up manufacturing facilities for Synthetic Soda Ash, Normal Paraffin, Linear Alkyl Benzene (LAB), Linear Alkyl Benzene Sulphonate, Sulfuric Acid, Industrial Salt, Alpha Olefin Sulphonate, Glycerin, Fatty Acid and Packing. The Company also operates one of the largest solar salt works of Asia.

The Healthcare Plant spreads across approx. 550 acres, located at Sachana near Ahmedabad. The plant is currently equipped with approx. capacity of 325 mn Large Volume Parenterals, 1.5 Billion Small Volume Parenterals and 1.5 billion units of medical devices. The Company has successfully completed new facilities for formulation manufacturing and is in the process of approvals, validation and then commercial production. The facilities are planned with size and scale to cater to domestic as well as international markets.

India’s Soda Ash consumption is increasing @ 5% growth rate against a 2% global growth rate. In various perspectives, the aggregate domestic volumes are insignificant compared to China, Europe and the USA. This is evident by the fact that Solvay’s global capacity is almost double than the size of entire Indian capacity. However, India’s soda ash market is attracting global players, making scale essential for local producers to remain competitive. After acquisition of US-based natural soda ash facility in the later part of 2007, the Company has reached to top seven global producers of the commodity. The Company’s USA based subsidiaries Searles Valley

Minerals Inc. and Searles Valley Minerals Operations Inc. (SVM), are engaged in processing of Soda Ash, Boron and Sodium Sulphate from Trona deposits in the western USA. Trona is an evaporate mineral and is of primary importance in the soda ash market as a competitor to synthetically produced material. Advanced solution mining and crystallization techniques of SVM yield approximately two million tons of consolidated minerals each year.

Currently the manufacturing facilities of the Company are located at Mandali in District Mehsana, Moraiya in District Ahmedabad, Alindra in District Vadodara, Kalatalav in Dist. Bhavnagar, Sachana in District Ahmedabad and Searles Valley, Ridgcrest in the USA for Subsidiary.

OVERVIEW OF SALES

Soaps and Surfactants

The sector is volume driven and characterised by low margins. The products are branded and backed by aggressive marketing, heavy advertising, slick packaging and robust distribution network. Also, raw material prices play a vital role in determining the pricing of the finished product. Keys to success for this segment are brand building, extensive distribution network and control over raw materials. The Company has established over the years strong brand name, loyal distribution channels and millions of satisfied customers. The Company continues to provide the best quality products at a fair and competitive price through nation-spread distribution network. The rural markets are the main growth drivers. According to the survey, the size of the rural India would become bigger than the total consumer market in some of the countries like South Korea or Canada in another twenty years.

The turnover of Soaps and Detergents for the FY 2010-11 has declined marginally to Rs. 16260.000 Millions from Rs. 17870.000 Millions of previous year. During the year, sales from the Soaps and Detergents accounted for 32% of the gross sales on consolidated basis and 46% of gross sales on standalone basis.

Sales of Soda Ash and Linear Alkyl Benzene at Rs. 10380.000 Millions from Indian operation accounted for 30% of the gross sales on standalone basis. The Company had started manufacturing and marketing of Caustic Soda since last year, surging exposure in commodity chemicals. The sale of Caustic soda was at Rs. 890.700 Millions in of FY 2010-11.

Healthcare

Pharma business continues to be impacted by increased raw material prices and stiff competition. Despite this, the Company achieved gross sales of Rs. 3290.000 Millions, up from Rs. 2300.000 Millions for the previous year. The Company sold 182.500 Millions units of infusion and 402.900 Millions units of injectable. By offering complete pharmaceutical product range and taking advantage of credibility of “Nirlife” brand from its business over last 4 years of time, the Company will be able to make diversification into promising markets of pharmaceutical domain successfully. The Company has also parallely established independent distribution network and sales team to handle market of this new division products.

Processed Minerals

Processed Minerals manufactured in the USA-based production facilities are marketed mainly in USA, Latin America and Europe, with marginal volumes coming from Japan, China and Gulf countries. The products find application in manufacture of container glass, flat glass, detergent, agricultural and fire retardant industries.

Like most sectors, Processed Minerals markets have also been impacted by the worldwide recession. Globally, the glass industry only, consumes about half of the global production of soda ash, and has been impacted by deterioration in the infrastructure and automobile sectors. For processed minerals, the markets are tied to the GDP growth rates, standard of living and the need to conserve energy. For the Boron products, the weakness in the US housing sector has been partially counterweighted by the energy conservation legislation in the European Union, awareness to increase crop yield from Boron deficiency in Asian countries, Chinese incentives to purchase

luxury items in the rural areas and new applications such as TFT glass, solar panel parts etc.

The Company continues taking measures like looking to alternative markets, reallocation of labours, implementation of maintenance programs etc. to counter the recessionary pressure in US market. Sales from this segment for the year converted into INR stood at Rs. 15220.000 Millions which was 30% of consolidated gross sales of the Company.

OVERVIEW OF COST AND EARNINGS

The total operating expenses, including interest, during the year was Rs. 28900.000 Millions for FY 11 as against Rs. 25710.000 Millions for the previous year. As a percentage of gross sales, it was 82% as against 77% for the previous year. Material consumption at Rs. 14650.000 Millions during the year was 42% of gross sales. Earnings before Interest, Depreciation and Tax at Rs. 4360.000 Millions decreased by 28% as compared to Rs. 6050.000 Millions of the previous year. The depreciation was Rs. 3140.000 Millions for the year as against Rs. 2880.000 Millions in the previous year.

The net profit was at Rs. 740.000 Millions as against Rs. 2380.000 Millions of the previous year. Debtors at Rs. 3160.000 Millions are marginally higher than Rs. 2690.000 Millions in previous year. The total debt to tangible net worth ratio of the Company is 0.61. The Earning per Share stood at Rs. 4.65.

On consolidated basis, the Company achieved Gross Sales of Rs. 50090.000 Millions. The Earning before Interest, Depreciation and Tax was Rs. 5460.000 Millions, declined by 25% over the previous year. The Net Profit was at Rs. 950.000 Millions during the year.

The Company’s strong financial risk profile is marked by a comfortable capital structure with high net worth, with healthy cash accruals. The Company had a net worth over Rs. 24688.400 Millions as of March 31, 2011.

FUTURE OUTLOOK

Soaps and Surfactants

The FMCG Companies have been reeling under input cost pressures since many quarters, consequently almost all the Companies were forced to increase the prices although the price hike insufficient to cover the escalated cost.

The Soaps and Detergents industry continued to record moderate value growth during the financial year. Going forward the growth will continue to be moderate or could even decline as most of the current growth was cost driven increase. Volume growth for Soaps and Detergents will continue to be marginal in view of high level of penetration in India. Much will also depend on the pan India sufficiency of rains. Though the Company has been losing market share over the past few years because of intense competition, the Company’s strong brand and high sales penetration will help it maintain its position as a leading detergent manufacturer in the country.

Soda Ash industry is characterized by high logistic costs, energy intensive, high capital investments and cyclicality akin to commodity product. Hence key to success lies in better integration, conservative financial policies, export

focus and cost conscious business practices. Demand-supply situation in China, business plan of American Natural Soda Ash Corporation, demand from glass and detergent industry and crude oil prices are the major determinants of international Soda Ash prices. Demand for Soda Ash both on the emerging and developed markets is demonstrating significant growth indexes. The levels are gradually moving towards the pre-recession levels. As previously experienced, the demand for flat glass and detergents will remain the leading end-use application segment of Soda Ash and will perform as key market driver in the developing countries. It is estimated that the world market of Soda Ash will outpace some other inorganic chemicals market increases and will exceed 45 Mn metric tons by 2015.

Healthcare

India is the one of the largest market worldwide and is one of the largest exporting countries in pharmaceutical domain due to edge over others. The growth prospects in pharmaceutical market are very promising and the sector is growing at more than double digit in the domestic market.

The Company has always focused on selection of best and proven technologies for all the products that it undertakes to manufacture. The emphasis is always on quality and to clearly establish itself as a quality supplier.

The Company has, as of date, complete coverage across the country and worldwide and well acceptance of “Nirlife” brand products.

The Company has from beginning focused on development as an independent activity, and has set up one complete independent unit for formulation and development of products. This initiative helps in creating inherent strength with respect to development, which will be very useful when company will undertake business in regulated markets. With completion of pharmaceutical formulation facility, the Company has unique set up worldwide having Parental Products, Medical Devices and Pharmaceutical Formulations under one roof.

Processed Minerals

Glass and infrastructure sectors including construction industries have recently stabilized and are poised for recovery. Full recovery is anticipated to be accelerated in developing economies while demand in developed countries will lag by as much as two years.

Soda Ash market is expected to recover as the global economy recovers strength. However, the pricing is not expected to improve due to significant overcapacity in China and a new facility in Turkey. As the US housing industry recovers, boron markets are expected to have even stronger growth. Demand for boron-based minerals, considered a leading indicator of economic activity, has stabilized and is increasing.

The Company also has the ability to export into a variety of end-uses and countries in order to optimize its

customer portfolio. Demand is wide-spread geographically and the customer base is highly fragmented. In addition, substantial portion of the market is sold on a spot basis. These dynamics provide greater flexibility and allow the Company to quickly realize the gains associated with a recovery of economy.

US based soda ash production is well positioned from a cost perspective to compete in world markets. To maintain profitability for soda ash, the Company is addressing cost position through new technology and process

de-bottlenecking. The boron products profitability is being addressed through a combination of factors involving improvement of process efficiencies to yield more tons and the marketing of the products to specific end-use applications yielding higher realizations.

Projects

The Company has successfully completed the projects-in-hand and is exploring various business opportunities. In respect of the Cement project of the Company at Mahuva, Dist. Bhavnagar, a special leave petition was filed before the Hon’ble Supreme Court against the order of the Hon’ble High Court of Gujarat allowing the construction at the site subject to certain conditions / safeguards. In response to the order of the Hon’ble Supreme Court, Expert Appraisal Committee (EAC) submitted its recommendations to the Ministry of Environment and Forest (MoEF) and pursuant thereto, MoEF issued Show-cause Notice dated May 11, 2011 as to why the Environmental Clearance granted earlier to the Project should not be cancelled. The Company has submitted its response to the Show-cause Notice and hearings have taken place before MoEF.

CONTINGENT LIABILITIES NOT PROVIDED FOR IN ACCOUNTS:-

Particulars (Rs. in millions)	31.03.2011
(A) Claims against the Company not acknowledged as debts
For custom duty For direct tax (*) For sales tax	16.00 15302.00 470.900
For excise duty and service tax [appeals decided in favour of the Company Rs. 11 80.600 millionss (p.y. Rs.1 077.100 millions)]	1227.400
Disputed liabilities for Custom duty and Excise duty of the Demerged Undertaking, as per the Financial Statement of Core Health Care Limited (CHL) as certified by Statutory Auditor of CHL	45.000
Others This includes the claims not acknowledged as debt of Rs.47.100 millions (p.y. Rs.47.100 millions) of the Demerged Undertaking, as per the Financial Statement of CHL as certified by Statutory Auditor of CHL	144.200
(*) Income-tax department has raised demands by making various additions/disallowances. The Company is contesting demand, in appeals, at various levels. However, based on legal advice, the Company does not expect any liability in this regard.
Estimated amount of contracts, remaining to be executed, on capital account (Net of payment)	3463.300
For letters of credit	1346.100
For bank guarantee	311.200
Bills discounted with banks	69.600
Company has given Corporate Guarantee in favour of lenders for securing loans extended to Karnavati Holdings Inc. and its subsidiaries (wholly owned subsidiaries)	2459.000
Any liability and / or claim pertaining to Demerged Undertaking, for non-availability of information/record from CHL, which may arise in future is not disclosed.	--

FIXED ASSETS

Ø Freehold land

Ø Leasehold land (permanent)

Ø Building

Ø Trademarks

Ø Goodwill

Ø Plant and machinery

Ø Furniture and fittings

Ø Equipments

Ø Vehicles

UNAUDITED FINANCIAL RESULTS (STANDALONE) FOR THE QUARTER ENDED 31^ST DECEMBER, 2011

(Rs. In Millions)

Sr. No	Particulars			Quarter ended	Quarter ended	Cumulative up to
				31.12.2011	30.09.2011	31.12.2011
				(Unaudited)	(Unaudited)	(Unaudited)
1	(a) Net Sales/Income from Operations			9994.300	9978.300	28819.100
	(b) Other Operating Income			24.000	9.000	33.800
2	Expenditure
	(a) (Increase)/decrease in stock in trade and work in progress			426.700	(173.300)	(657.000)
	(b) Consumption of raw materials			3973.200	4446.100	12811.900
	(c) Purchase of traded goods			171.400	399.900	945.900
	(d) Employee cost			436.000	370.700	1165.800
	(e) Depreciation			548.400	557.300	1659.500
	(f) Other expenditure			3464.200	3666.900	10524.200
	i) Power and fuel			1457.200	1490.200	4264.400
	ii) Others			2007.000	2176.700	6259.800
	(g) Total			9019.900	9267.600	26450.300
3	Profit from operations before other income, interest and exceptional items (1-2)			998.400	719.700	2402.600
4	Other Income			63.500	66.600	164.900
5	Profit before interest and exceptional items (3+4)			1061.900	786.300	2567.500
6	Interest			92.200	48.000	255.100
7	Profit after interest but before exceptional items (5-6)			969.700	738.300	2312.400
8	Exceptional item - Notional exchange (Loss)/Gain, Depreciation provided of earlier years. Refer Note No.4			122.200	(481.100)	(370.200)
9	Profit (+)/Loss(-) from Ordinary Activities before tax (7+8)			1091.900	257.200	1942.200
10	Tax expenses			295.900	43.800	419.600
11	Net Profit(+)/ Loss(-) from ordinary activities after tax (9-10)			796.000	213.400	1522.600
12	Extraordinary item (Net of tax expenses rupees)
13	Net Profit(+)/ Loss(-) for the period (11-12)			796.000	213.400	1522.600
14	Paid up equity share capital (Face value of ^ 5 each)			795.700	795.700	795.700
15	Reserve excluding revaluation reserves as per balance sheet of previous accounting year
16	Earnings per share (EPS)
	(a)	Basic and diluted EPS before extraordinary item for the period, for the year to date and for the previous year (not annualised)		5.00	1.34	9.57
	(b)	Basic and diluted EPS after extraordinary item for the period, for the year to date and for the previous year (not annualised)		5.00	1.34	9.57
17	Public shareholding
	Number of shares			14608581	14608581	14608581
	Percentage of shareholding			9.18%	9.18%	9.18%
18	Promoters shareholding and promoter group shareholding
	(a)		Pledged/Encumbered
			Number of shares	Nil	Nil	Nil
			Percentage of shares (as a % of the total shareholding of promoter and promoter group)	N.A.	N.A.	N.A.
			Percentage of shares (as a % of the total share capital of the company)	N.A.	N.A.	N.A.
	(b)		Non-encumbered
			Number of shares	144533701	144533701	144533701
			Percentage of shares (as a % of the total shareholding of promoter and promoter group)	100	100	100
			Percentage of shares (as a % of the total share capital of the company)	90.82%	90.82%	90.82%

Note:

1. The above financial results were reviewed by the Audit Committee at their meeting held on February 02, 2012 and approved by the Board of Directors at their meeting held on February 03, 2012.

2. The Statutory Auditors of the Company have carried out "Limited Review" of the above financial results.

3. There was 1 pending complaint at the beginning of the quarter. During the quarter ended December 2011, the Company had received 4 complaints, 5 complaints were disposed off and no complaint was outstanding at the end of quarter.

4. Pursuant to the Companies (Accounting Standards) Amendment Rules, 2011 vide GSR 914 (E) dated 29th December, 2011, the Company has exercised the option of amortising the foreign exchange fluctuation loss/(gain) on the long term foreign currency monetary items over the balance period of such items. Due to this change, the profit before tax for the nine months ended on 31.12.2011 is higher by Rs. 593.700 Millions. The amount remaining to be amortised in"Foreign Currency Monetary Item Translation Difference Account" is Rs. 593.700 Millions.

5. The Company has taken over Demerged undertaking of Core Healthcare Limited (CHL), under the Composite Scheme of Compromise and Arrangement sanctioned by the High Court of Gujarat by order dated 1st March, 2007. The appointed date for this purpose was 1st December, 2004 and the effective date was 7th March, 2007. Three parties of CHL have filed an appeal against the said order before the Division Bench of Hon'ble High Court of Gujarat. The appeal is pending.

6. Figures of the previous year/quarter have been regrouped wherever necessary.

UNAUDITED SEGMENT WISE REVENUE, RESULTS AND CAPITAL EMPLOYED

(Rs. In Millions)

Sr. No		Quarter ended	Quarter ended	Cumulative up to
	Particulars	31.12.2011	30.09.2011	31.12.2011
		(Unaudited)	(Unaudited)	(Unaudited)
1	Segment Revenue (Net sales/Income from each segment)
a	Soaps and Surfactants	8505.900	8124.400	23860.500
b	Pharmaceuticals	927.400	1012.300	2838.000
c	Others	571.500	851.800	2151.900
	G. Total	10004.800	9988.500	28850.400
	Less : Inter segment revenue	10.500	10.200	31.300
	Net Sales / Income from Operations	9994.300	9978.300	28819.100
2	Segment Results (Profit before Tax and Interest)
a	Soaps and Surfactants	1253.500	1068.500	3296.900
b	Pharmaceuticals	(91.400)	(145.700)	(276.700)
c	Others	113.100	111.100	304.600
	G. Total	1275.200	1033.900	3324.800
	Less : 1) Interest	92.200	48.000	255.100
	2) Other unallocable expenditure	91.100	728.700	1127.500
	net of unallocable income.
	Total Profit Before Tax	1091.900	257.200	1942.200
3	Capital Employed (Segment Assets - Segment Liabilities)
a	Soaps and Surfactants	20535.000	20814.900	20535.000
b	Pharmaceuticals	5323.200	5192.600	5323.200
c	Others	3488.800	3843.600	3488.800
d	Unallocable	495.400	(804.800)	495.400
	Total Capital Employed in Segments	29842.400	29046.300	29842.400

Notes to Segment Information for the quarter ended 31st December 2011

1 As per Accounting Standard 17 on Segment Reporting (AS 17), the Company has reported "Segment Information", as described below:

a) The Soaps and Surfactants include detergents, toilet soap and its ingredients.

b) The Pharma business.

c) Others include Single super phosphate, Vaccume salt, Iodised salt and Castor oil etc.

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 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. 53.87
UK Pound	1	Rs. 85.53
Euro	1	Rs. 71.78

INFORMATION DETAILS

Information Gathered by :	PDT
Report Prepared by :	BVA

SCORE & RATING EXPLANATIONS

SCORE FACTORS	RANGE	POINTS
HISTORY	1~10	8
PAID-UP CAPITAL	1~10	8
OPERATING SCALE	1~10	8
FINANCIAL CONDITION
--BUSINESS SCALE	1~10	8
--PROFITABILIRY	1~10	9
--LIQUIDITY	1~10	8
--LEVERAGE	1~10	9
--RESERVES	1~10	8
--CREDIT LINES	1~10	9
--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	YES
--OTHER MERIT FACTORS	YES/NO	YES
TOTAL		75

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.