MIRA INFORM REPORT

Report Date :

15.03.2013

IDENTIFICATION DETAILS

Name :	KESORAM INDUSTRIES LIMITED BIRLA TYRES (A DIVISION OF KESORAM INDUSTRIES LIMITED)
Registered Office :	9/1, Birla Building, 8^th Floor, RN Mukherjee Road, Kolkata – 700001, West Bengal
Country :	India
Financials (as on) :	31.03.2012
Date of Incorporation :	18.10.1919
Com. Reg. No.:	21-003429
Capital Investment / Paid-up Capital :	Rs. 457.400 Millions
CIN No.: [Company Identification No.]	L17119WB1919PLC003429
TAN No.: [Tax Deduction & Collection Account No.]	CALK03134F
PAN No.: [Permanent Account No.]	AABCK2417P
Legal Form :	A Public Limited Liability Company. The Company’s Shares are Listed on the Stock Exchanges.
Line of Business :	Manufacturer of Rayon Filament Yarns, Paper, Cement, Tyres, Cast Iron Pipe Fittings and Chemicals.
No. of Employees :	16695 (Approximately)

RATING & COMMENTS

MIRA’s Rating :

A (59)

RATING		STATUS	PROPOSED CREDIT LINE
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

Maximum Credit Limit :	USD 36600000
Status :	Good
Payment Behaviour :	Regular
Litigation :	Exists
Comments :	Subject is a flagship company of Birla Group. It is an old and well established company having good track record. There appear losses recorded by the company during 2012. However, the general financial position of the company appears to be strong. The promoters are reported to be reputed and experience businessmen. Subject gets good support from its Group Companies. Fundamental appears to be healthy and strong. Trade relations are reported to be decent. Business is active. Payments are reported to be regular and as per commitment. In view of strong holding the company can be considered for normal business dealing 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.

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

EXTERNAL AGENCY RATING

Rating Agency Name	CARE
Rating	A (Long Term Bank Facilities)
Rating Explanation	Adequate degree of safety and low credit risk.
Date	September 2012

Rating Agency Name	CARE
Rating	A1 (Short Term Bank Facilities)
Rating Explanation	Very strong degree of safety and lowest credit risk.
Date	September 2012

RBI DEFAULTERS’ LIST STATUS

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

EPF (Employee Provident Fund) DEFAULTERS’ LIST STATUS

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

LOCATIONS

Registered Office :	9/1, Birla Building, 8^th Floor, RN Mukherjee Road, Kolkata – 700001, West Bengal, India
Tel. No.:	91-33-22435453 / 22429454
Fax No.:	91-33-22109455
E-Mail :	kesocorp@cal3.vsnl.net.in sksharma@kesoram.com
Website :	www.kesocorp.com
Factory:	Cement section: Sedam, District Gulbarga, Karnataka - 585222, India Tel No :- 91-8441-276005 / 277403 Fax No :- 91-8441-276139 E-mail :- communication@vasavadattacement.com Survey No.296/7/4, I.D.A Bollaram Village, Jinnaram Mandel, Medak District - 502325, Andhra Pradesh, India T-3 MIDC Chincholi, Taluk : Mohal Solapur-413255, Maharashtra, India Tel No :- 91217-2357060 Basantnagar, District Karimnagar -505187, Andhra Pradesh, India Tel No :- 91-8728-228122/8125/8156 Fax No :- 91-8728-228160 Email: kesoram3@hd2.dot.net.in/ communication@kesoramcement.com Automobile Tyres and Tubes : P. O. Chanpur, Via Kuruda, Balasore -756056, Orissa, India Tel No :- 91-6782-254259/780/620 Fax No :- 91-6782-254225 E-mail :- btbls@cal2.vsnl.net.in · Gram Khedimubarakpur, Tehsil Laksar, District Haridwar - 247663, Uttarakhand, India Tel No :- 91-1332-256000/256001 Fax No :- 91-1332 – 255177 Rayon and Transparent Paper: .O. Nayasarai, Railway Station, Kuntighat, on Howrah – Katwa Route Hooghly – 712513 West Bengal, India Tel No :- 91-33-26846431 / 34 / 26846457 Fax No :-91-33-2686461 Email:- kesoram@rayonworks.com Spun pipe and Foundries P.O. Adcconagar, Bansberia, Dist. Hooghly – 712 121, West Bengal, India Tel. No : 91-33-26346462 / 26346465 / 26346620 Fax No: 91-33-26346621 E-Mail : spunpipe@cal.vsnl.in Heavy Chemicals 19, B. T. Road, Khardah, P. O. Balaram Dharma, Sopan , Kolkata – 700 116, West Bengal, India Tel.No:91-33-25532879/5183 Fax No: 91-33-25533860/25839218 Email: hhcl_fac@vsnl.net/ hhc_ho@vsnl.net
Branch Office 1:	10-3-316/A, Crystal Towers, 2nd Floor, Above Andhra Bank, Masab Tank, Hyderabad - 500028, Andhra Pradesh, India
Tel. No.:	91-40-23342296/8056
Fax No.:	91-40-23344109/7821
E-Mail :	hyderabad@vasavadattacement.com
Branch Office 2:	10-3-316/A, Crystal Towers, 2nd Floor and 3^rd Floor Above Andhra Bank, Masab Tank, Hyderabad - 500028, Andhra. Pradesh, India
Tel. No.:	91-40-23348896/7843/7613
Fax No.:	91-40-23344109/23347821
E-Mail :	hyderabad@kesoramcement.com
Branch Office 3:	Industry House, 10, Camac Street, Kolkata – 700 017, West Bengal, India
Tel. No.:	91-33-22824721-24
Fax No.:	91-33-22828879
E-Mail :	rayon@cal.kesoramrayon.co.in
Branch Office 4:	Industry House, 11, Camac Street, Kolkata – 700 017, West Bengal, India
Tel. No.:	91-33-22824721/24
Fax No.:	91-33-22828879
E-Mail :	rayon@cal.kesoramrayon.co.in
Branch Office 5:	Industry House, 12, Camac Street, Kolkata – 700 017, West Bengal, India
Tel. No.:	91—33-22822476
Fax No.:	91-33-22829370
Branch Office 5:	7th Floor, Birla Building, 9/1, R. N. Mukherjee Road, Kolkata-700001, West Bengal, India
Tel. No.:	91-33-22624411/13
Fax No.:	91-33-22624359
E-Mail :	ho@birlatyre.com

DIRECTORS

AS ON 31.03.2012

Name :	Mr. Basant Kumar Birla
Designation :	Chairman
Name :	Mr. Krishna Gopal Maheshwari
Designation :	Director
Name :	Mrs. Manjushree Khaitan
Designation :	Director
Name :	Mr. Pesi Kushru Choksey
Designation :	Director
Name :	Mr. Amitabha Ghosh
Designation :	Additional Director
Name :	Mr. Prasanta Kumar Malik
Designation :	Director
Name :	Mr. Vinay Shah
Designation :	Director
Name :	Mr. Kashi Prasad Khandeleal
Designation :	Director
Name :	Mr. K.C. Jain
Designation :	Director

KEY EXECUTIVES

Name :	Mr. Gautam Ganguli
Designation :	Company Secretary
Name :	Mr. Suresh Sharma
Designation :	Sr. Joint President, Commercial
Name :	Mr. U. S. Asopa
Designation :	Chief Financial Officer and Sr. Joint President, Finance
Name :	Mr. Yashwant Mishra
Designation :	Sr. Joint President, Marketing-Cement

BIRLA TYRES SECTION:

Name :	Mr. Arvind Singh
Designation :	Chief Executive Officer
Name :	Vinai Hudda
Designation :	,Chief Production Officer
Name :	Mr. Sanjiv Sinha
Designation :	Head Sales, Truck and Bus
Name :	Mr. Debmalya Das
Designation :	Chief Procurement Officer and Supply Chain Officer
Name :	Mr. Ashok Ganguly
Designation :	Chief Marketing Officer

VASAVADATTA CEMENT SECTION:

Name :	Mr. D S Bindra
Designation :	President
Name :	Mr. P R Sharma
Designation :	Joint President
Name :	Mr. C K Jain
Designation :	Joint President (O and M and TPH)
Name :	Mr. O.R Sharma,
Designation :	Sr.Vice President, Commercial
Name :	Mr. I.K. Purohit,
Designation :	Sr.Vice President, Sales and Marketing
Name :	Mr. R.K. Gandhi,
Designation :	Vice President, PQC
Name :	Mr. B.K. Sharma,
Designation :	Vice President, Mechanical
Name :	Mr. Rajesh Garg,
Designation :	Vice President, Mines
Name :	Mr. S.G. Karwa
Designation :	Vice President, Finance and Accounts

KESORAM CEMENT SECTION:

Name :	Mr. S V Tapadia
Designation :	Joint President (Finance and Administration)
Name :	Mr. Mahesh Agarwal
Designation :	Vice President (Technical)
Name :	Mr. Ch. S. Nageshwar Rao
Designation :	Vice President (PQC)
Name :	Mr. Ashok Ostwal
Designation :	Vice President (Sales and Marketing)

RAYON AND TRANSPARENT PAPER SECTION:

Name :	Mr. Sachin Saxena,
Designation :	Chief Executive Officer
Name :	Mr. J.P. Bohra,
Designation :	Sr. Joint President
Name :	Mr. A K Kejriwal
Designation :	Vice President (Marketing)

MAJOR SHAREHOLDERS

As on 31.12.2012

Category of Shareholders	No. of Shares	Percentage of holding
(A) Shareholding of Promoter and Promoter Group
(1) Indian
Individuals / Hindu Undivided Family	540347	1.40
Bodies Corporate	11864512	30.66
Sub Total	12404859	32.05
(2) Foreign
Total shareholding of Promoter and Promoter Group (A)	12404859	32.05
(B) Public Shareholding
(1) Institutions
Mutual Funds / UTI	210793	0.54
Financial Institutions / Banks	218744	0.57
Insurance Companies	6964931	18.00
Foreign Institutional Investors	562790	1.45
Sub Total	7957258	20.56
(2) Non-Institutions
Bodies Corporate	6355738	16.42
Individuals
Individual shareholders holding nominal share capital up to Rs. 0.100 Million	7023318	18.15
Individual shareholders holding nominal share capital in excess of Rs. 0.100 Million	2703752	6.99
Any Others (Specify)	2254280	5.83
Non Resident Indians	511247	1.32
Overseas Corporate Bodies	1734934	4.48
Any Other	8099	0.02
Sub Total	18337088	47.38
Total Public shareholding (B)	26294346	67.95
Total (A)+(B)	38699205	100.00
(C) Shares held by Custodians and against which Depository Receipts have been issued	0	0.00
(1) Promoter and Promoter Group	0	0.00
(2) Public	7041875	0.00
Sub Total	7041875	0.00
Total (A)+(B)+(C)	45741080	0.00

As on 11.07.2012

Names of Shareholders	No. of Shares
Basant Kumar Birla	167707
Krishnagopal Bishwambharlal Maheshwari	485
Pesi Kushru Choksey	500
Prasanta Kumar Mallik	200
Manjushree Khaitan	239114
Kamal Chand Jain	2695

BUSINESS DETAILS

Line of Business :	Manufacturer of Rayon Filament Yarns, Paper, Cement, Tyres, Cast Iron Pipe Fittings and Chemicals.
Brand Name :	‘BIRLA TYRES’, ‘BIRLA SHAKTI’

GENERAL INFORMATION

No. of Employees :

16695 (Approximately)

Bankers :

• Axis Bank Limited
• Bank of Baroda
• Citibank N.A.
• DBS Bank Limited
• HDFC Bank Limited
• ICICI Bank Limited
• Induslnd Bank Limited
• ING Vysya Bank Limited
• Punjab National Bank
• State Bank of Hyderabad
• State Bank of India
• Standard Chartered Bank
• Syndicate Bank
• The Hongkong and Shanghai Banking Corporation Limited
• The Royal Bank of Scodand N.V.
• The South Indian Bank Limited
• YES Bank Limited

Facilities :

Secured Loan	31.03.2012 (Rs. in Millions)	31.03.2011 (Rs. in Millions)
Term loan (From banks)
Indian rupees	22450.000	9000.000
Foreign currency	2103.100	5585.100
Working capital loan (From banks)
Overdraft/ cash credit	5094.100	180.000
Working capital demand loan	1390.000	2920.000
Packing credit loan	742.000	1008.300
Total	31779.200	18693.400

Banking Relations :	-------
Auditors :
Name :	Price Waterhouse Chartered Accountants
Joint Venture :	Gondkhari Coal Mining Limited
Other Related Parties :***	Syt. B. K. Birla Century Textiles and Industries Limited · Century Enka Limited Jay Shree Tea and Industries Limited Note: *** Related Parties in the broader sense oof the term and are included for making the financial statements more transparent.
Enterprise Having Common Key Management Personnel:	Mangalam Cement Limited

CAPITAL STRUCTURE

As on 31.03.2012

Authorised Capital :

No. of Shares	Type	Value	Amount
5000000	Redeemable cumulative Preference Shares	Rs.100/- each	Rs.500.000 Millions
400000	Redeemable cumulative Preference Shares	Rs.100/- each	Rs. 40.000 Millions
66000000	Ordinary Shares	Rs. 10/- each	Rs.660.000 Millions
	Total		Rs.1200.000 millions

Issued, Subscribed & Paid-up Capital :

No. of Shares	Type	Value	Amount
45743318	Ordinary Shares	Rs.10/- each	Rs.457.400 Millions

Reconciliation of the number of shares outstanding as at 31st March, 2012 and 31st March, 2011 is set out below:

Particulars	31st March, 2012
	No. of Shares
Number of shares outstanding at the beginning of the year	4,57,43,318
Number of shares outstanding at the end of the year	4,57,43,318

Terms/rights attached to equity shares

The Company has only one class of ordinary shares (‘equity shares’) having a par value of Rs.10 each. Each holder of ordinary shares (‘equity shareholders’) is entitled to one vote per share. The Company declares and pays dividend in Indian Rupees. The dividend proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing annual general meeting except in the case of interim dividend. In the event of liquidation, the equity shareholders are eligible to receive the remaining assets of the Company after distribution of all preferential amounts, in the proportion to their shareholdings.

During the year ended 31st March, 2012, the amount of per share dividend recognised as distributions to equity shareholders was Rs.1/. The total dividend appropriation for the year ended 31st March, 2012 amounted to Rs.5.31 crore including corporate dividend tax of Rs.7.400 Millions.

Details of shares held by shareholders holding more than 5% of the aggregate shares in the Company.

Name of the shareholders	31st March, 2012
	No. of shares held	% of Holdings
Pilani Investments and Industries Corporation Limited	2415750	5.28
Life Insurance Corporation of India	4984017	10.90
	7399767	16.18

FINANCIAL DATA

[all figures are in Rupees Millions]

ABRIDGED BALANCE SHEET

SOURCES OF FUNDS		31.03.2012	31.03.2011	31.03.2010
SHAREHOLDERS FUNDS
1] Share Capital		457.400	457.400	457.416
2] Share Application Money		0.000	0.000	0.000
3] Reserves & Surplus		8692.700	12545.100	14944.993
4] (Accumulated Losses)		0.000	0.000	0.000
NETWORTH		9150.100	13002.500	15402.409
LOAN FUNDS
1] Secured Loans		31779.200	18693.400	18637.153
2] Unsecured Loans		9274.200	13532.100	14772.036
TOTAL BORROWING		41053.400	32225.500	33409.189
DEFERRED TAX LIABILITIES		572.100	3864.200	3284.383
TOTAL		50775.600	49092.200	52095.981
APPLICATION OF FUNDS
FIXED ASSETS [Net Block]		35872.100	36920.800	34318.206
Capital work-in-progress		6235.200	2542.70	4128.332
INVESTMENT		663.600	658.200	514.337
DEFERRED TAX ASSETS		0.000	0.000	0.000
CURRENT ASSETS, LOANS & ADVANCES
	Inventories	9951.600	11185.500	9161.941
	Sundry Debtors	6724.400	6302.000	5428.886
	Cash & Bank Balances	695.900	728.900	804.488
	Other Current Assets	404.700	148.000	301.338
	Loans & Advances	4679.600	6073.100	2874.622
Total Current Assets		22456.200	24437.500	18571.275
Less : CURRENT LIABILITIES & PROVISIONS
	Sundry Creditors	4834.000	5185.200	3843.593
	Other Current Liabilities	8901.900	9808.600	1442.651
	Provisions	715.600	473.200	149.925
Total Current Liabilities		14451.500	15467.000	5436.169
Net Current Assets		8004.700	8970.500	13135.106
MISCELLANEOUS EXPENSES		0.000	0.000	0.000
TOTAL		50775.600	49092.200	52095.981

PROFIT & LOSS ACCOUNT

	PARTICULARS		31.03.2012	31.03.2011	31.03.2010
	SALES
		Income	59208.600	54384.300	47306.546
		Other Income	840.000	1210.600	1307.150
		TOTAL (A)	60048.600	55594.900	48613.696
Less	EXPENSES
		Changes in Inventories	1251.400	(1641.300)
		Cost of material Consumed	34240.200	31319.900
		Purchase of Stock in Trade	521.900	254.600
		Manufacturing, Selling and Administrative Expenses	0.000	0.000
		Employee Cost	3346.800	2735.500
		Other Expenses	20827.500	19088.200
		Exceptional Item	(112.200)	0.000
		TOTAL (B)	60075.600	51756.900	41040.437
Less	PROFIT/ (LOSS) BEFORE INTEREST, TAX, DEPRECIATION AND AMORTISATION (A-B) (C)		(27.00)	3838.000	7573.259
Less	FINANCIAL EXPENSES (D)		4101.500	2635.700	1090.313
	PROFIT/ (LOSS) BEFORE TAX, DEPRECIATION AND AMORTISATION (C-D) (E)		(4128.500)	1202.300	6482.946
Less/ Add	DEPRECIATION/ AMORTISATION (F)		2974.000	2725.800	1728.003
	PROFIT/ (LOSS) BEFORE TAX (E-F) (G)		(7102.500)	(1523.500)	4754.943
Less	TAX (I)		(3305.100)	578.600	2381.569
	PROFIT/ (LOSS) AFTER TAX (G-I) (J)		(3797.400)	(2102.100)	2373.374
Add	AMOUNT TRANSFERRED FROM DEBENTURE REDEMPTION RESERVE (NET)		650.000	612.500	1012.500
Less	APPROPRIATIONS
		General Reserve	0.000	0.000	240.000
		Proposed Dividend	45.700	148.700	148.666
		Interim Dividend	0.000	102.900	102.922
		Tax on Proposed Dividend	7.400	24.100	24.692
		Tax on Interim Dividend	0.000	17.100	17.492
	BALANCE CARRIED TO		6284.600	9485.100	827.102
	EARNINGS IN FOREIGN CURRENCY
		Export Earnings	5118.700	3393.200	3750.367
	TOTAL EARNINGS		5118.700	3393.200	3750.367
	IMPORTS
		Raw Materials	8873.500	8592.200	4399.317
		Stores & Spares	164.500	113.200	107.789
		Capital Goods	1365.400	1424.500	3247.058
	TOTAL IMPORTS		10403.400	10129.900	7754.164
	Earnings Per Share (Rs.)
	Basic		83.02	45.95	51.88
	Diluted		83.02	45.95	51.88

QUARTERLY RESULTS

PARTICULARS	30.06.2012 1^st Quarter	30.09.2012 2^nd Quarter	31.03.2012 3^rd Quarter
Net Sales	15128.400	14227.400	13023.500
Total Expenditure	14411.400	13096.900	12683.600
PBIDT (Excl OI)	717.000	1130.500	339.900
Other Income	190.200	186.200	497.500
Operating Profit	907.200	1316.700	837.400
Interest	1238.000	1232.000	1373.500
Exceptional Items	0.000	0.000	0.000
PBDT	(330.800)	84.700	(536.100)
Depreciation	771.800	768.000	779.000
Profit Before Tax	(1102.600)	(683.300)	(1315.100)
Tax	(143.000)	(143.000)	(143.000)
Provisions and contingencies	0.000	0.000	0.000
Profit After Tax	(959.600)	(540.300)	(1172.100)
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	(959.600)	(540.300)	(1172.100)

KEY RATIOS

PARTICULARS		31.03.2012	31.03.2011	31.03.2010
PAT / Total Income	(%)	(6.32)	(3.78)	4.88
Net Profit Margin (PBT/Sales)	(%)	(11.99)	(2.80)	10.05
Return on Total Assets (PBT/Total Assets}	(%)	(12.18)	(2.48)	8.99
Return on Investment (ROI) (PBT/Networth)		(0.78)	(0.12)	0.31
Debt Equity Ratio (Total Debt/Networth)		4.49	2.48	2.17
Current Ratio (Current Asset/Current Liability)		1.55	1.58	3.42

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	No
8]	No. of employees	Yes
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	Yes
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

LITIGATION DETAILS
CALCUTTA HIGH COURT CASE STATUS INFORMATION SYSTEM
Case Status	PENDING
Status of	COMPANY APPLICATION (CA)   594        of    2009      RE: ASSAM COTTON MILLS LIMITED
Vs.	AND KESORAM INDUSTRIES LIMITED
Pet's Adv.	KHAITAN AND COMPANY
Court No.	24
Last Listed On :	Monday, September 14, 2009
Category	NO CATEGORY MENTIONED

UNSECURED LOAN

(Rs. In Millions)

	31.03.2012	31.03.2011
Term loan (From Others)
Indian rupees	0.000	850.000
Deposits from others	3032.100	2914.100
Deposits from public	48.000	71.200
Working capital loan (From banks)
Overdraft/ cash credit	0.000	0.500
Term loan (From banks)
Indian rupees	1000.000	6800.200
Foreign currency	5194.100	2896.100
Total	9274.200	13532.100

GENERAL INFORMATION

Kesoram Industries Limited (the Company) is a public company domiciled and incorporated under the provisions of the The Indian Companies Act, 1913. The Company is a flagship company of the B. K. Birla group of companies. The Company is a multiproduct and multi location company. Cement and automobile tyre business are its core businesses and it also has interest in rayon and cellulose paper, cast iron spun pipes and caustic soda and allied chemicals. Its shares are listed on three stock exchanges in India ( Bombay Stock Exchange, National Stock Exchange and Calcutta Stock Exchange) and its Global Depositary Receipts (GDR) are listed on Luxembourg Stock Exchange. The Company markets its automobile tyres under the brand name "Birla Tyres" and cement is marketed under "Birla Shakti" brand

IDENTIFICATION OF SEGMENTS

The company's operating businesses are organised and managed separately according to the nature of products, with each segment representing a strategic business unit that offers different products and serves different markets. The Company operates predominantly within the geographical limits of India and accordingly secondary segments have not been considered.

GENERAL REVIEW

Total Revenues of the Company during the year increased by about 8% to Rs. 60050.000 millions. Both major businesses, Tyres and Cement, recorded revenue growth. Operating margins, however, came under considerable pressure owing to spiralling input costs. These, in turn, impacted financing costs, which too showed a steep increase during the year.

MANAGEMENT DISCUSSION AND ANALYSIS

Industry Structure and Developments

Tyre

The Indian Tyre Industry is dominated by five major Indian manufacturers — Apollo Tyres, Birla Tyres, Ceat Tyres, JK Tyres and MRF — who together account for more than 85% of the industry turnover. The major market segments of business are replacement, institutional (Original Equipment Manufacturers- ["OEM"] and State Transport Undertakings) and exports. In terms of products, the market is split into two broad segments — Commercial Vehicle Tyres (trucks & buses, light commercial vehicles, agriculture and specialty vehicles) and Personal Vehicle Tyres (car, SUV, motorcycle, scooter and moped).

Commercial vehicle tyres continue to constitute the largest segment of the Indian market. A few years back, these tyres constituted more than 80% of the market. Over the last few years, however, the Indian passenger vehicle industry (cars as well as two wheelers) has grown at a pace that outstrips growth of commercial vehicle sales, driven by greater disposable incomes, the rising aspirations of a burgeoning middle class, and the presence of almost every international vehicle manufacturer in India. Growing passenger vehicle sales in the country has meant the proportion of commercial vehicle tyres in the total tyre industry has dropped to a little more than 60% today.

A key trend in the Indian market is the shift away from the old technology cross-ply tyres to radials. While radialisation is greater than 95% in passenger vehicles today, in commercial vehicle tyres it is still below 25%. This is, however, picking up and India should soon catch up with the world on this parameter. Growing preference for radials by fleets on account of their better performance, increasing fitment of radials by OEMs and massive investments in increasing capacities for truck and bus radials by industry players seems to be driving this change. Radialisation in the truck and bus segment is forecast to cross 40% in the next few years

The automotive market has a direct correlation with the growth of the Indian economy. The deceleration in the Indian economy has had a negative impact on the automotive industry as a whole. Declining growth of economic activity slows the demand for commercial vehicles something that is evident in India today. Consequently, the overall domestic truck and bus tyre market also saw stagnation in 2011-12 as compared to the previous year, which had seen a growth of over 20%.Sales of passenger vehicles suffered a mid-year slump resulting in lower offtake of tyres by OEMs. Nonetheless, towards the end of the Financial Year 2011-12, indications were that sales were beginning to look up once again.

On the cost front, volatility in raw material prices, especially of natural rubber, has been a major factor impacting the fortunes of the Indian Tyre Industry in the previous year. Volatile raw material prices continue to pose the biggest risk for the tyre business

Cement

China continues to be the world's largest cement producer followed by India. India has the facilities and technology to produce world class cement.

The cement industry in India is estimated to have recorded a growth of 6% during the Financial Year 2011-12 as against a growth of 5% during the previous year. This was achieved despite a perceptible slow down in the housing and infrastructure space, the major cement consumer.

Cement capacity utilisation in India during the Financial Year 2011-12 is estimated to have been around 75%. New capacities are being continuously added much ahead of the increase in demand. Such additions have tended to impact higher capacity utilizations

The capacity utilisation in the country's Southern Region, where the Company's cement plants are located, is estimated to have been only 61% during the Financial Year 2011-12 as against 65% during the previous year. Moreover, a de-growth of 3% in the consumption of cement is reported to have been also recorded in this Region during Financial Year 2011-12.

Rayon

The demand for Viscose Filament Yarn (VFY) was subdued during Financial Year 2011-12 owing to severe competition from other competing fibres. The inventory of the industry increased substantially as compared to the previous year. Consequently, the unit price realisations for the industry as a whole came under intense pressure.

OUTLOOK

Tyre

Despite concerns of a slowing economy in the near term and the consequent impact on the automotive sector, the overall outlook for the tyre industry is positive. Infrastructure investments in roads, growing income of the country's middle class, increasing mechanisation of agriculture and the continued ready availability of loan finance for vehicles will act as an impetus to tyre sales.

Cement

The near term outlook is expected to be bright. This country's per capita cement consumption is only about 180 kg. against the world average of 447 kg. . Moreover, infrastructure growth in the country is still considered to be in a state of infancy. It is a given that infrastructure growth will be dependent on sufficient availability of cement and this will in turn further boost cement demand in the country.

Rayon

The demand for VFY is likely to improve due to expected change in fashion trends leading to increased consumption of VFY value added products. The price of pulp, a major raw material, is also likely to reduce.

Internal Control System and their adequacy

The Company has robust internal control systems and continues to seek ways to further strengthen these. The functioning of the control systems operating in the Company are reviewed and reassessed by the management on a continuous basis to ensure their efficacy. During the Financial Year 2011-12, for instance, several measures were initiated to further tone up control systems in the tyre business. These include an eventual roll out of Standard Operating Procedures and finally amalgamating these with an ERP system.

The Company as a whole had 16,695 persons on its rolls as on 31.03.2012.

Contingent Liabilities:

Contingent liabilities are disclosed when there is a possible obligation arising from past events, the existence of which will be confirmed only by the occurrence or non occurrence of one or more uncertain future events not wholly within the control of the Company or a present obligation that arises from past events where it is either not probable that an outflow of resources will be required to settle or a reliable estimate of the amount cannot be made, is termed as a contingent Liability.

Rs. in Millions

Particulars	31.03.2012	31.03.2011
Guarantees given
To excise authorities	0.12	0.12
By Banks on behalf of the Company (excluding relating to joint venture referred to in note 33 below)	58.40	64.62
Claims against the Company not acknowledged as debts :
Rates, Taxes, Duties etc. demanded by various Authorities	213.95	137.76
Amount demanded by Provident Fund Authorities which is sub judice	0.87	0.87
Rates, Taxes, Duties etc.	15.80	30.30
Amount payable in connection with reorganisation of the Company in earlier year	3.49	3.59

STATEMENT OF UNAUDITED FINANCIAL RESULTS FOR THE QUARTER AND NINE MONTHS ENDED 31.12.2012

(Rs. In Millions)

Particulars		Three Months Ended	Preceding Three months ended	Year to date Figure for current period ended
Sl. No.		31.12.2012	30.09.2012	31.12.2012
	PART - I	(Unaudited)	(Unaudited)	(Unaudited)
1.	Income from Operations
	a) Net Sales/ income from Operations (Net of excise duty)	12983.100	14161.000	42185.200
	b) Other Operating income	40.400	66.400	194.200
	Total income from operations (net)	13023.500	14227.400	42379.400
2.	Expenses
	a) Cost of Materials consumed	6014.400	7420.800	21739.600
	b) Purchase of stock- in-trade	194.100	253.800	660.900
	c)Changes in inventories of finished goods, work-in-progress and stock-in-trade	547.400	(619.700)	(647.200)
	d) Employee benefits expense	999.500	1030.500	2875.700
	e) Depreciation (net of transfer from revaluation reserve) and amortisation expense	779.000	768.000	2318.800
	f) Power and fuel	1989.800	2202.500	6327.600
	g) Packing and carriage	1208.300	1212.100	3757.900
	h) Other expenses	1730.100	1596.900	5477.300
	Total Expenses	13462.600	13864.900	42510.600
3.	Profit/(Loss) from operations before other income, finance costs and exceptional items (1-2)	(439.100)	362.500	(131.200)
4.	Other Income	497.500	186.200	873.900
5.	Profit/(Loss) from ordinary activities before finance costs and exceptional items (3+4)	58.400	548.700	742.700
6.	Finance Costs	1373.500	1232.000	3843.600
7.	Profit/(Loss) from ordinary activities after finance costs but before exceptional items (5-6)	(1315.100)	(683.300)	(3100.900)
8.	Exceptional items	-	-	-
9.	Profit/(Loss) from ordinary activities before tax (7+8)	(1315.100)	(683.300)	(3100.900)
10.	Tax expense
	a) Current tax charge/(credit)	-	-	-
	b) Deferred tax charge/ (credit)	(143.000)	(143.000)	(429.000)
	c) Fringe benefit tax charge/(credit)	-	-	-
11.	Net Profit/(Loss) from ordinary activities after tax (9-10)	(1172.100)	(540.300)	(2671.900)
12.	Extraordinary items (net of tax expense Rs. Nil)	-	-	-
13.	Net Profit/(Loss) for the period (11-12)	(1172.100)	(540.300)	(2671.900)
14.	Paid-up equity share capital (Face value Rs. 10.00 per share)	457.400	457.400	457.400
15.	Reserves excluding Revaluation Reserve as per balance sheet of previous accounting year
16.	Earnings Per Share (EPS) (Face value of Rs. 10.00 per share)
	a) Basic and Diluted EPS before extraordinary items	(25.62)	(11.81)	(58.41)
	b) Basic and Diluted EPS after extraordinary items	(25.62)	(11.81)	(58.41)
	PART - II
A	PARTICULARS OF SHARE HOLDING
1	Public Shareholding
	– Number of shares	26294346	26296584	26294346
	– Percentage of shareholding	57.48%	57.49%	57.48%
2	Promoters 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)	-	-	-
	- Percentage of shares (as a % of the total share capital of the company)	-	-	-
	b) Non encumbered
	- Number of shares	12404859	12404859	12404859
	- 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)	27.12%	27.12%	27.12%

B. INVESTOR COMPLAINTS	Three Months Ended
	31.12.2012
Pending at the beginning of the quarter	Nil
Received during the quarter	12
Disposed off during the quarter	12
Remaining unresolved at the end of the quarter	Nil

STATEMENT ON SEGMENT REVENUE, RESULTS AND CAPITAL EMPLOYED

(Rs. In mIllions)

Sl No.	Particulars	Three months ended 31-12-2012	Preceding Three months ended 30-09-2012	Year to date Figure for current period ended 31-12-2012
		(Unaudited)	(Unaudited)	(Unaudited)
1.	Segment Revenue
	a. Tyres	8251.000	8721.500	26140.400
	b. Cement	4001.800	4670.500	13806.200
	c. Rayon, T.P. and Chemicals	730.300	769.000	2238.600
	Total	12983.100	14161.000	42185.200
	Less : Inter Segment Revenue (at cost)	-	-	-
	Net sales/Income from Operations	12983.100	14161.000	42185.200
2.	Segment Results (Profit/(Loss) before tax and interest)
	a. Tyres	(351.700)	(391.000)	(1433.400)
	b. Cement	633.900	799.600	2722.700
	c. Rayon, T.P. and Chemicals	34.500	2.100	8.900
	d. Unallocated	(10.000)	(9.400)	(28.800)
	Total	306.700	401.300	1269.400
	Less :
	i. Interest	1321.300	1192.000	3688.000
	ii. Other un-allocable expenditure	303.500	(47.200)	770.900
	iii. Other un-allocable income	3.000	60.200	88.600
	Other un-allocable expenditure net off Other un-allocable income [(ii)-(iii)]	300.500	(107.400)	682.300
	Total Profit/ (Loss) before tax	(1315.100)	(683.300)	(3100.900)
3.	Capital Employed (Segment Assets-Segment Liabilities)
	a. Tyres	34352.600	33672.800	34352.600
	b. Cement	17466.000	17289.700	17466.000
	c. Rayon, T.P. and Chemicals	1116.500	1071.500	1116.500
	d. Unallocated	173.100	176.200	173.100
	Total	53108.200	52210.200	53108.200

Notes:

1. Period end mark-to-market losses (net) recognised in respect of outstanding derivative contracts is Rs.25.800 Millions. (Nine Months ended 31st December, 2011 - Rs.108.800 Millions and year ended 31st March, 2012 - Rs. 40.800 Millions)

2. The Company's Spun Pipes and Foundries Unit continues to be under suspension of work effective 2nd May, 2008.

3.a. Pending disposal (consented by the shareholders in March, 2006) of the Company`s Hindusthan Heavy Chemicals Unit, the revenue/expenses of the unit (insignificant in terms of the Company's total revenue/expenses) have been and will be included in these and subsequent results till its disposal).

3.b. The Company had to declare suspension of work at the unit effective 8th December, 2010 in consequence of illegal strike/activities by workmen.

4. During the quarter, the Company has recognised deferred tax assets on business losses to the extent of deferred tax liability.

5. The financial results have been prepared as per the Revised Schedule VI to the Companies Act, 1956 which has a significant impact on presentation. Comparative figures have been regrouped or rearranged where considered necessary.

6. The Statutory Auditors of the Company have carried out the Limited Review of the above unaudited financial results in terms of Clause 41 of the Listing Agreement.

FIXED ASSETS:

Tangible Assets

• Land
• Buildings
• Plant and Equipments
• Furniture and Fixtures
• Office Equipment
• Vehicles
• Livestock

Intangible Assets

• Computer Software
• Technical Knowhow

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 sggest that the property or assets of the subject are derived from criminal conduct or a prohibited transaction.

4] Record on Financial Crime :

Charges or conviction registered against subject: None

5] Records on Violation of Anti-Corruption Laws :

Charges or investigation registered against subject: None

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

Charges or investigation registered against subject: None

7] Criminal Records

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

8] Affiliation with Government :

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

9] Compensation Package :

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

10] Press Report :

No press reports / filings exists on the subject.

CORPORATE GOVERNANCE

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

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

CONTRAVENTION

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

FOREIGN EXCHANGE RATES

Currency	Unit	Indian Rupees
US Dollar	1	Rs.54.44
UK Pound	1	Rs.81.33
Euro	1	Rs.70.50

INFORMATION DETAILS

Report Prepared by :

VRN

SCORE & RATING EXPLANATIONS

SCORE FACTORS	RANGE	POINTS
HISTORY	1~10	7
PAID-UP CAPITAL	1~10	7
OPERATING SCALE	1~10	6
FINANCIAL CONDITION
--BUSINESS SCALE	1~10	6
--PROFITABILIRY	1~10	6
--LIQUIDITY	1~10	6
--LEVERAGE	1~10	7
--RESERVES	1~10	7
--CREDIT LINES	1~10	7
--MARGINS	-5~5
DEMERIT POINTS
--BANK CHARGES	YES/NO	YES
--LITIGATION	YES/NO	NO
--OTHER ADVERSE INFORMATION	YES/NO	NO
MERIT POINTS
--SOLE DISTRIBUTORSHIP	YES/NO	NO
--EXPORT ACTIVITIES	YES/NO	YES
--AFFILIATION	YES/NO	YES
--LISTED	YES/NO	YES
--OTHER MERIT FACTORS	YES/NO	YES
DEFAULTER
--RBI	YES/NO	NO
--EPF	YES/NO	NO
TOTAL		59

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.