MIRA INFORM REPORT

Report Date :

01.03.2013

IDENTIFICATION DETAILS

Name :	H.B. FULLER INDIA ADHESIVES PRIVATE LIMITED
Registered Office :	A-503, BSEL Tech Park, Sector 30A, Vashi, Navi Mumbai – 400705, Maharashtra
Country :	India
Financials (as on) :	31.03.2011
Date of Incorporation :	05.11.2008
Com. Reg. No.:	11-187992
Capital Investment / Paid-up Capital :	Rs. 204.305 Millions
CIN No.: [Company Identification No.]	U74999MH2008PTC187992
TAN No.: [Tax Deduction & Collection Account No.]	MUMH11947F
PAN No.: [Permanent Account No.]	AACCH1671D
Legal Form :	Private Limited Liability Company
Line of Business :	Manufacturer and Seller of Adhesives, Sealants, Paints and Other Specialty Chemicals.
No. of Employees :	Not Available

RATING & COMMENTS

MIRA’s Rating :

B (27)

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

Maximum Credit Limit :	USD 802000
Status :	Moderate
Payment Behaviour :	Unknown
Litigation :	Clear
Comments :	Subject is an established company having a moderate track record. The latest financial are not made available with the government department. As per previous year’s record, there appear accumulated losses recorded by the company. However, trade relations are reported to be fair. Business is active. Payments are reported to be unknown. The company can be considered for business dealings with some caution.

NOTES :

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

ECGC Country Risk Classification List – June 30, 2012

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

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

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

RBI DEFAULTERS’ LIST STATUS

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

EPF (Employee Provident Fund) DEFAULTERS’ LIST STATUS

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

LOCATIONS

Registered Office :	A-503, BSEL Tech Park, Sector 30A, Vashi, Navi Mumbai – 400705, Maharashtra, India
Tel. No.:	91-22-39170502/ 61450500
Mobile No.:	91-9820163818 (Mr. Dhananjay Patil)
Fax No.:	91-22-39170502/ 61450505
E-Mail :	bjt.@ttindia.net sbt@ttcsindia.net sandeep.garyali@hbfuller.com
Website :	http://www.hbfuller.com
Warehouse :	Arihant Commercial Complex Building No. 36, Ground Floor, Gala No. 2, 3 & 4, Near Kopar Bus Stop, Purna Village, Bhiwandi – 421302, Thane, Maharashtra, India

DIRECTORS

AS ON 30.09.2011

Name :	Mr. Sandeep Garyali
Designation :	Director
Address :	Flat No. E-503, 5^th Floor, Awho, Dara Enclave, Plot No. 6, Sector – 9, Nerul, Navi Mumbai – 400706, Maharashtra, India
Date of Birth/Age :	07.08.1962
Date of Appointment :	05.01.2009
DIN No.:	02500061
Name :	Mr. Kevin Michael Gilligan
Designation :	Director
Address :	No. 3, Green Villas, Lane 888, Ming Yue Road, Pudong New Area, China
Date of Birth/Age :	26.05.1966
Date of Appointment :	05.01.2009
DIN No.:	02596758
Name :	Mr. Brian John Collins
Designation :	Director
Address :	Isclossberg 3D Risch 6343
Date of Birth/Age :	06.09.1968
Date of Appointment :	18.03.2010
DIN No.:	02945623

KEY EXECUTIVES

Name :	Ms. Pratibha
Designation :	Accounts Department

MAJOR SHAREHOLDERS / SHAREHOLDING PATTERN

AS ON 30.09.2011

Names of Equity Shareholders	No. of Shares
Bijesh Jamnadas Thakkar	9000
Sangita Bijesh Thakkar	1000
H.B. Fuller Benelux B.V, Netherlands	2420500
TOTAL	2430500

Names of Preference Shareholders	No. of Shares
H.B. Fuller Benelux B.V, Netherlands	27000000
H.B. Fuller Company, USA	9000000
TOTAL	36000000

AS ON 30.09.2011

Equity Share Breakup	Percentage of Holding
Category
Foreign holdings [Foreign institutional investors, Foreign Companies, Foreign Financial Institutions, Non-resident Indian or Overseas corporate bodies or others]	99.59
Other top fifty shareholders	0.41
Total	100.00

BUSINESS DETAILS

Line of Business :

Manufacturer and Seller of Adhesives, Sealants, Paints and Other Specialty Chemicals.

GENERAL INFORMATION

No. of Employees :	Not Available
Bankers :	Bank of Tokyo-Mitsubishi

Banking Relations :	--
Auditors :
Name :	Lakhani and Lakhani Chartered Accountants
Address :	Mumbai, Maharashtra, India
Income-tax PAN of auditor or auditor's firm :	AABFL3818Q
Holding Company :	H.B. Fuller Company-USA
Associates :	Ø H.B. Fuller Company Australia Pty Limited Ø H.B. Fuller North American Adhesives Group Ø H.B. Fuller Austria GesmbH Ø H.B. Fuller Deutschland GmbH Ø H.B. Fuller (Philippines), Inc. Ø H.B. Fuller Taiwan Company Limited Ø H.B. Fuller, Isar- Rakoll, SA Ø H.B. Fuller (China) Adhesives Limited Ø H.B. Fuller International Inc. Ø H.B. Fuller (Shanghai) Consulting Limited Ø H.B. Fuller UK Limited Ø H.B. Fuller (Nanjing) Chemical Company Limited Ø H.B. Fuller Italia S.R.L Ø H.B. Fuller Company (Corporate Office)

CAPITAL STRUCTURE

AS ON 30.09.2011

Authorised Capital :

No. of Shares	Type	Value	Amount
2500000	Equity Shares	Rs.10/- each	Rs. 25.000 Millions
36000000	Preference Share	Rs.10/- each	Rs. 360.000 Millions
	TOTAL		Rs. 385.000 Millions

Issued, Subscribed & Paid-up Capital :

No. of Shares	Type	Value	Amount
2430500	Equity Shares	Rs.10/- each	Rs. 24.305 Millions
36000000	Preference Share	Rs.10/- each	Rs. 360.000 Millions
	TOTAL		Rs. 384.305 Millions

AS ON 31.03.2011

Authorised Capital :

No. of Shares	Type	Value	Amount
2500000	Equity Shares	Rs.10/- each	Rs. 25.000 Millions
36000000	Preference Share	Rs.10/- each	Rs. 360.000 Millions
	TOTAL		Rs. 385.000 Millions

Issued, Subscribed & Paid-up Capital :

No. of Shares	Type	Value	Amount
2430500	Equity Shares	Rs.10/- each	Rs. 24.305 Millions
18000000	Preference Share	Rs.10/- each	Rs. 180.000 Millions
20430500	TOTAL		Rs. 204.305 Millions

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		204.305	24.305	0.100
2] Share Application Money		0.000	0.000	0.000
3] Reserves & Surplus		0.000	0.000	0.000
4] (Accumulated Losses)		(3.730)	(6.789)	(2.594)
NETWORTH		200.575	17.516	(2.494)
LOAN FUNDS
1] Secured Loans		0.000	0.000	0.000
2] Unsecured Loans		60.000	40.000	3.454
TOTAL BORROWING		60.000	40.000	3.454
DEFERRED TAX LIABILITIES		0.000	0.000	0.006
TOTAL		260.575	57.516	0.966
APPLICATION OF FUNDS
FIXED ASSETS [Net Block]		57.625	4.284	0.094
Capital work-in-progress		33.807	0.000	0.000
INVESTMENT		0.000	0.000	0.000
DEFERREX TAX ASSETS		70.000	0.543	0.000
CURRENT ASSETS, LOANS & ADVANCES
	Inventories	55.965	51.498	0.000
	Sundry Debtors	81.815	70.874	0.000
	Cash & Bank Balances	57.816	7.912	0.000
	Other Current Assets	0.355	0.000	0.000
	Loans & Advances	14.057	8.390	1.306
Total Current Assets		210.008	138.674	1.306
Less : CURRENT LIABILITIES & PROVISIONS
	Sundry Creditors	100.389
	Other Current Liabilities	9.281	85.985	0.434
	Provisions	1.195	0.000	0.000
Total Current Liabilities		110.865	85.985	0.434
Net Current Assets		99.143	52.689	0.872
MISCELLANEOUS EXPENSES		0.000	0.000	0.000
TOTAL		260.575	57.516	0.966

PROFIT & LOSS ACCOUNT

	PARTICULARS		31.03.2011	31.03.2010	31.03.2009
	SALES
		Income		129.267	0.000
		Other Income		3.793	0.000
		TOTAL	369.574	133.060	0.000
Less	EXPENSES
		Cost of Goods Sold		101.541	0.000
		Employees Remuneration and Benefits		10.976	1.242
		Administration, Selling and General Expenses		24.356	1.315
		TOTAL	365.054	136.873	2.557
Less	PROFIT/ (LOSS) BEFORE INTEREST, TAX, DEPRECIATION AND AMORTISATION		4.520	(3.813)	(2.557)
Less/ Add	DEPRECIATION/ AMORTISATION		0.497	0.931	0.009
	PROFIT/ (LOSS) BEFORE TAX		4.023	(4.744)	(2.566)
Less	TAX		0.964	(0.549)	0.028
	PROFIT/ (LOSS) AFTER TAX		3.059	(4.195)	(2.594)
Add	PREVIOUS YEARS’ BALANCE BROUGHT FORWARD		(6.789)	(2.594)	0.000
	BALANCE CARRIED TO THE B/S		(3.730)	(6.789)	(2.594)
	Earnings/ (Loss) Per Share (Rs.)		0.15	(4.29)	(259.42)

KEY RATIOS

PARTICULARS		31.03.2011	31.03.2010	31.03.2009
PAT / Total Income	(%)	0.83	(3.15)	0.00
Net Profit Margin (PBT/Sales)	(%)	N.A.	(3.67)	0.00
Return on Total Assets (PBT/Total Assets}	(%)	1.50	3.32	(183.29)
Return on Investment (ROI) (PBT/Networth)		0.02	0.27	1.03
Debt Equity Ratio (Total Debt/Networth)		0.30	2.28	(1.38)
Current Ratio (Current Asset/Current Liability)		1.89	1.61	3.01

LOCAL AGENCY FURTHER INFORMATION

Sr. No.	Check List by Info Agents	Available in Report (Yes / No)
1]	Year of Establishment	Yes
2]	Locality of the firm	Yes
3]	Constitutions of the firm	Yes
4]	Premises details	No
5]	Type of Business	Yes
6]	Line of Business	Yes
7]	Promoter's background	Yes
8]	No. of employees	No
9]	Name of person contacted	No
10]	Designation of contact person	No
11]	Turnover of firm for last three years	Yes
12]	Profitability for last three years	Yes
13]	Reasons for variation <> 20%	--
14]	Estimation for coming financial year	No
15]	Capital in the business	Yes
16]	Details of sister concerns	Yes
17]	Major suppliers	No
18]	Major customers	No
19]	Payments terms	No
20]	Export / Import details (if applicable)	No
21]	Market information	--
22]	Litigations that the firm / promoter involved in	--
23]	Banking Details	Yes
24]	Banking facility details	Yes
25]	Conduct of the banking account	--
26]	Buyer visit details	--
27]	Financials, if provided	Yes
28]	Incorporation details, if applicable	Yes
29]	Last accounts filed at ROC	No
30]	Major Shareholders, if available	Yes
31]	Date of Birth of Proprietor/Partner/Director, if available	Yes
32]	PAN of Proprietor/Partner/Director, if available	No
33]	Voter ID No of Proprietor/Partner/Director, if available	No
34]	External Agency Rating, if available	No

UNSECURED DETAILS

Unsecured Loans	31.03.2011	31.03.2010
	(Rs. In Millions)
Rupee term loans banks unsecured	60.000	40.000
Total	60.000	40.000

BACKGROUND

Subject was incorporated on 5th November, 2008 as a private limited company under the Companies Act, 1956. H.B. Fuller is a leading worldwide manufacturer and marketer of adhesives, sealants, paints and other specialty chemical offerings. The Company is engaged in the business of manufacture and sale of adhesives, sealants, paints and other specialty chemicals.

The principal shareholders of the Company are Bijesh Thakker and Sangita Thakker and H.B. Fuller Company US. Kevin Gilligan, Sandeep Garyali are been appointed as directors. On 11th August, 2010 Mr. Brijesh Thakkar and Mrs. Sangeeta Thakkar retired from the Board as a Director and on 2nd April, 2010 Mr. Hing Yap retired from the Board as a Director. Mr. Brian Collins has been appointed as a new director in the Board.

During this year, the company has also increased its Authorized capital from 25.000 Millions to 385.000 Millions. As at 31 March 2011, the Company’s paid up capital (including preference share capital) was Rs 204.305 Millions and the accumulated losses aggregated Rs 3.730 Millions.

The Company has tangible plans to develop the business of the Company and start an owned manufacturing plant at Pune. During the current financial year, the company has raised money from convertible preference share capital to the amount of Rs. 180.000 Millions for the capital project which is in process. The company is estimating the project cost of the manufacturing plant of Rs. 400.000 Millions. As on 31.03.2011, the company had incurred the cost of Rs. 86.700 Millions (including Land) on the above plant. As per the Management, the setting up of the plant will be completed in February 2012 and production will be started in the same month.

FIXED ASSETS

Ø Land and Building

Ø Office Equipment

Ø Computer Equipment

Ø Furniture and Fixture

Ø Vehicle

Ø Plant and Machinery

Ø Patent and Trade Mark

CMT REPORT (Corruption, Money Laundering & Terrorism]

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

1] INFORMATION ON DESIGNATED PARTY

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

2] Court Declaration :

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

3] Asset Declaration :

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

4] Record on Financial Crime :

Charges or conviction registered against subject: None

5] Records on Violation of Anti-Corruption Laws :

Charges or investigation registered against subject: None

6] Records on Int’l Anti-Money Laundering Laws/Standards :

Charges or investigation registered against subject: None

7] Criminal Records

No available information exist that suggest that subject or any of its principals have been formally charged or convicted by a competent governmental authority for any financial crime or under any formal investigation by a competent government authority for any violation of anti-corruption laws or international anti-money laundering laws or standard.

8] Affiliation with Government :

No record exists to suggest that any director or indirect owners, controlling shareholders, director, officer or employee of the company is a government official or a family member or close business associate of a Government official.

9] Compensation Package :

Our market survey revealed that the amount of compensation sought by the subject is fair and reasonable and comparable to compensation paid to others for similar services.

10] Press Report :

No press reports / filings exists on the subject.

CORPORATE GOVERNANCE

MIRA INFORM as part of its Due Diligence do provide comments on Corporate Governance to identify management and governance. These factors often have been predictive and in some cases have created vulnerabilities to credit deterioration.

Our Governance Assessment focuses principally on the interactions between a company’s management, its Board of Directors, Shareholders and other financial stakeholders.

CONTRAVENTION

Subject is not known to have contravened any existing local laws, regulations or policies that prohibit, restrict or otherwise affect the terms and conditions that could be included in the agreement with the subject.

FOREIGN EXCHANGE RATES

Currency	Unit	Indian Rupees
US Dollar	1	Rs. 53.77
UK Pound	1	Rs. 81.57
Euro	1	Rs. 70.68

INFORMATION DETAILS

Report Prepared by :

BVA

SCORE & RATING EXPLANATIONS

SCORE FACTORS	RANGE	POINTS
HISTORY	1~10	3
PAID-UP CAPITAL	1~10	3
OPERATING SCALE	1~10	3
FINANCIAL CONDITION
--BUSINESS SCALE	1~10	3
--PROFITABILIRY	1~10	3
--LIQUIDITY	1~10	3
--LEVERAGE	1~10	3
--RESERVES	1~10	3
--CREDIT LINES	1~10	3
--MARGINS	-5~5	--
DEMERIT POINTS
--BANK CHARGES	YES/NO	YES
--LITIGATION	YES/NO	NO
--OTHER ADVERSE INFORMATION	YES/NO	NO
MERIT POINTS
--SOLE DISTRIBUTORSHIP	YES/NO	NO
--EXPORT ACTIVITIES	YES/NO	NO
--AFFILIATION	YES/NO	YES
--LISTED	YES/NO	NO
--OTHER MERIT FACTORS	YES/NO	YES
DEFAULTERS
--RBI	YES/NO	NO
--EPF	YES/NO	NO
TOTAL		27

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.