MIRA INFORM REPORT

Report Date :

20.03.2013

IDENTIFICATION DETAILS

Name :	FOSROC CHEMICALS (INDIA) PRIVATE LIMITED

Formerly Known As :	BURMAH CASIROL COMPANY PRIVATE LIMITED

Registered Office :	41^st, KM, N. H. 4, Kuluvanahalli Post, Nelamangala Taluk, Bangalore Rural District - 562111, Karnataka

Country :	India

Financials (as on) :	31.03.2012

Date of Incorporation :	22.12.1980

Com. Reg. No.:	08-004053

Capital Investment / Paid-up Capital :	Rs.8.000 Millions

CIN No.: [Company Identification No.]	U02411KA1980PTC004053

TAN No.: [Tax Deduction & Collection Account No.]	BLR00782F

PAN No.: [Permanent Account No.]	AAACF2300D

Legal Form :	Private Limited Liability Company

Line of Business :	Manufacturing and Selling of Chemicals for Strengthening, Concreting, Cementing and Adhesives, Paints, Sealant, etc

No. of Employees :	Not Available

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 1900000

Status :	Good

Payment Behaviour :	Regular

Litigation :	Exists

Comments :	Subject is a subsidiary of ‘Fosroc International Limited, UK’ It is a well – established and a reputed company having a fine track record. The financial position of the company appears to be sound and healthy. Performance capability is also high. Trade relations are reported as decent. Business is active. Payments are reported to be regular 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.

ECGC Country Risk Classification List – June 30, 2012

Country Name

Previous Rating

(31.03.2012)

Current Rating

(30.06.2012)

India

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:	41st KM, NH 4, Nelamangala Taluk, Kuluvanahalli Post, Bangalore - 562 111, Karnataka
Tel. No.:	91-80-23551500/04
Fax No.:	91-80-23551510
E-Mail :	trskumar2@dataone.in kedarnath_S_M@Fosroc.com info@fosrocindia.com sales@fosrocindia.com India@fosroc.com shridhar_hegde@fosroc.com
Website :	www.fosrocindia.com
Area :	2500 sq. ft.
Location :	Rented

Factory 1 :	Plot No. 6204, GIDC Estate, P O Box. No.208, Ankleshwar – 393002, Gujarat
Tel. No.:	91-2646-220704 / 224691
Fax No.:	91-2646-250724
E-Mail :	rajendra_s_mankar@fosroc.com amitava_bose@fosroc.com
Location :	Owned

Factory 2 :	Kichha Road, Udham Singh District, Rudrapur – 236148
Tel. No.:	91-5944-280 879 / 280 882
Location :	Owned

Regional Offices :	Located at : Bangalore Delhi Kolkata Mumbai

Branch Office :	Located at : Ahmedabad Ankleshwar Cochin Coimbatore Chennai Hyderabad

DIRECTORS

AS ON 29.09.2012

Name :	Mr. Sai Ramanathan Krishnan
Designation :	Director
Address :	2198, HAL 3rd Stage, Bangalore – 560075, Karnataka, India
Date of Birth/Age :	12.07.1966
Date of Appointment :	27.09.2010
DIN No.:	02832355

Name :	Mr. Manoj Kadavil Iype
Designation :	Nominee Director
Address :	No. D-4032, Shoba Daffodils, Somsundra Palya, Bangalore – 560102, Karnataka, India
Date of Birth/Age :	01.09.1972
Date of Appointment :	29.09.2011
DIN No.:	05106139

Name :	Mr. Simon Matthew Powell
Designation :	Nominee Director
Address :	Victory Heights,, Estella Villa 84, Dubai, 12276, Dubai, 12276, United Arab
Date of Birth/Age :	23.06.1974
Date of Appointment :	05.04.2012
DIN No.:	05249487

Name:	Mr. Gurupad Narayan Bhat
Designation:	Director
Address:	3rd Cross, Andrahalli, Vidhyamanya Nagar, Bangalore – 560091, Karnataka, India
Date of Birth/Age:	18.11.1969
Date of Appointment:	05.04.2012
DIN No.:	05269615

MAJOR SHAREHOLDERS / SHAREHOLDING PATTERN

AS ON 29.09.2012

Names of Shareholders		No. of Shares
Fosroc International Limited, UK		799999
J. M. H. UK.		1
Total		800000

Equity Share Break up (Percentage of Total Equity)

AS ON 29.09.2012

Category		Percentage
Foreign holdings [Foreign institutional investors, Foreign Companies, Foreign Financial Institutions, Non-resident Indian or Overseas corporate bodies or others]		100.00
Total		100.00

BUSINESS DETAILS

Line of Business :

Manufacturing and Selling of Chemicals for Strengthening, Concreting, Cementing and Adhesives, Paints, Sealant, etc

Products :

Generic Names of principal Products of Company

Item Code No. (ITC Code)

Product Description

3824.90

Concreting products

Grouting products

Flooring products

PRODUCTION STATUS (As on : 31.12.2010 ):-

Licensed capacity:

Not applicable as the company was a small scale unit at the time of incorporation and subsequently licensing was liberalized

Installed Capacity:

Particulars			Quantity
Grouting / Repairs Motors			44700 MT
Admixtures and Waterproofing			44100 K Litres
Surface Coating and Flooring Products			3000 MT

Notes:

Out of the above the RDP Installed Capacity was 4500 MT and now has increased to 7200 MT (Increase by 60% capacity)
On a single shift basis and as certified by the management of the company and this being technical matter, auditors have relied on the information as certified by the management.

GENERAL INFORMATION

No. of Employees :	Not Available

Bankers :	The Hongkong Shanghai Banking Corporation Limited No. 7 Mahatma Gandhi Road, Bangalore – 560 001, Karnataka, India HDFC Bank Limited, Kasturba Road Branch HDFC Bank Limited, Malleshwaran Branch HDFC Bank Limited, Ankleshwer HDFC Bank Limited, New Delhi HDFC Bank, Branch M G Road, Bangalore HSBC Bank, Branch M G Road, Bangalore Central Bank of India, RMV Branch Central Bank of India, Ankelshwer Central Bank of India, Mumbai Canara Bank of India, Mumbai Canara Bank, Kuluvanahall Branch Canara Bank, Cuunigham Branch Corporation Bank, Branch Malleshwaram, Bangalore State Bank of India, Bangalore

Banking Relations :	--

Auditors :
Name:	Haribhakti and Company Chartered Accountants
Address :	No 45, 1^st Floor, 2^nd Main, Sankey Road, Above Indian Bank, Lower Palace Orchards, Bangalore – 560003, Karnataka, India
PAN No.:	AAAFH2010F

Membership :	Confederation of Indian Industry

Holding Company :	Fosroc International Limited, UK

Ultimate Holding Company:	JMH FZ Co., Dubai

Follow Subsidiaries:	Al Gurg Fosroc LLC, Dubai Fosroc Limited, UK Fosroc Indonesia Fosroc International Limited, Dubai Faroc Guangzhou Limited Foum Company Limited Fosroc Gbbal Trading Limited Fosroc SDN BHD Fosroc Hongkong Limited Fosroc Group Holding Limited JMH merlin trading LLC JMH marlin trading FZE JMH (UK) Fosroc Korea Limited Fosroc Spain Fosroc Supply FZE Fosroc Denmark

CAPITAL STRUCTURE

As on 31.03.2012

Authorised Capital :

No. of Shares	Type	Value	Amount

1600000	Equity Shares	Rs.10/- each	Rs. 16.000 millions

Issued, Subscribed & Paid-up Capital :

No. of Shares	Type	Value	Amount

800000	Equity Shares	Rs.10/- each	Rs. 8.000 millions

FINANCIAL DATA

[all figures are in Rupees Millions]

ABRIDGED BALANCE SHEET

SOURCES OF FUNDS		31.03.2012	31.03.2011	31.03.2010
SHAREHOLDERS FUNDS
1] Share Capital		8.000	8.000	8.000
2] Share Application Money		0.000	0.000	0.000
3] Reserves & Surplus		455.846	323.098	249.868
4] (Accumulated Losses)		0.000	0.000	0.000
NETWORTH		463.846	331.098	257.868
LOAN FUNDS
1] Secured Loans		0.000	0.000	0.000
2] Unsecured Loans		0.000	0.000	4.005
TOTAL BORROWING		0.000	0.000	4.005
DEFERRED TAX LIABILITIES		0.000	0.000	0.000

TOTAL		463.846	331.098	261.873

APPLICATION OF FUNDS

FIXED ASSETS [Net Block]		95.457	107.996	91.083
Capital work-in-progress		45.469	0.600	5.957

INVESTMENT		0.026	0.026	0.026
DEFERREX TAX ASSETS		23.610	16.642	20.785

CURRENT ASSETS, LOANS & ADVANCES
	Inventories	207.845	136.817	125.149
	Sundry Debtors	458.961	404.918	382.784
	Cash & Bank Balances	7.693	39.731	51.994
	Other Current Assets	25.816	12.837	21.126
	Loans & Advances	93.024	64.793	14.059
Total Current Assets		793.339	659.096	595.112
Less : CURRENT LIABILITIES & PROVISIONS
	Sundry Creditors	306.782	269.245	225.993
	Current Liabilities	54.693	38.758	201.138
	Provisions	132.580	145.259	23.958
Total Current Liabilities		494.055	453.262	451.089
Net Current Assets		299.284	205.834	144.023

MISCELLANEOUS EXPENSES		0.000	0.000	0.000

TOTAL		463.846	331.098	261.873

PROFIT & LOSS ACCOUNT

	PARTICULARS		31.03.2012	31.03.2011	31.03.2010
	SALES
		Income	3036.908	2672.664	2825.153
		Other Income	34.469	22.139	19.402
		TOTAL	3071.377	2694.803	2844.555

Less	EXPENSES
		Office Expenses	2740.261	2358.217	2445.322
		Administrative Expenses
		Advertising Expenses
		TOTAL	2740.261	2358.217	2445.322

	PROFIT BEFORE TAX		331.116	336.586	399.233

Less	TAX		89.538	69.515	135.126

	PROFIT AFTER TAX		241.578	267.071	264.107

	Earnings Per Share (Rs.)		301.97	333.84	330.13

KEY RATIOS

PARTICULARS		31.03.2012	31.03.2011	31.03.2010
PAT / Total Income	(%)	7.87	9.91	9.28

Net Profit Margin (PBT/Sales)	(%)	10.90	12.59	14.13

Return on Total Assets (PBT/Total Assets}	(%)	37.25	43.88	58.18

Return on Investment (ROI) (PBT/Networth)		0.71	1.02	1.55

Debt Equity Ratio (Total Debt/Networth)		0.00	0.00	0.02

Current Ratio (Current Asset/Current Liability)		1.61	1.45	1.32

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	Yes
23]	Banking Details	Yes
24]	Banking facility details	No
25]	Conduct of the banking account	--
26]	Buyer visit details	--
27]	Financials, if provided	Yes
28]	Incorporation details, if applicable	Yes
29]	Last accounts filed at ROC	Yes
30]	Major Shareholders, if available	Yes
31]	Date of Birth of Proprietor/Partner/Director, if available	Yes
32]	PAN of Proprietor/Partner/Director, if available	No
33]	Voter ID No of Proprietor/Partner/Director, if available	No
34]	External Agency Rating, if available	No

LITIGATION DETAILS

High Court of Karnataka – Principal Bench at Bangalore

CEA 29/2012

CASE PENDING

Petitioner/Appnt. Name	THE COMMISSIONER OF CENTRAL EXCISE
Respondent / Defnt. Name	FOSROC CHEMICALS (INDIA) PRIVATE LIMITED
Petnt./Apnt. Advocate	N R Bhaskar
Respnt./Defnt. Advocate
Date Filed	26.07.2012
District	Bangalore City

Stage

PENDING FOR ADMISSION	Last Posted for

Last Action Taken

		Last Date of Action		Next hearing Date

Before Hon’ble Judge/s

FIXED ASSETS:

Land and Improvements
Building
Plant and Machinery
Furniture and Fixture
Office Equipments
Vehicles

AS PER website details

BUSINESS:

Subject is also engaged in as manufacturer and seller of construction chemical products such as Concrete Admixtures, Surface Treatment Products, Grouts and Anchors, Mortars, Industrial/Commercial floor treatment products, Protective coatings, Joint Sealants, Waterproofing Systems, Jelly Filling Compounds, etc.

Subject is reported to be a leader in its product lines.

The company is also engaged in as manufacturers, processors, importers, exporters and dealers of all kinds of speciality chemicals, compounds, coatings, etc.

The company has been accredited with ISO 9002 certification.

The company is a Joint Venture with Forsoc International, U.K.

The company has traditional expertise in Concrete Admixtures, Industrial Flooring, Repair and Protection, Grouts and Anchors. The company has operations in over 28 countries with 2500 employees making it one of the world’s major companies in the construction chemical market.

The company's geographical diversity is one of the company’s strengths with operations in Europe, Americas, Oceania, South and East Asia, The Middle and Near East. Fosroc also exports to over hundred additional countries giving it a total global coverage.

The company's strength lies in concrete, cement and polymer technologies. These technologies are under continuous scrutiny by its technical and marketing experts, developing products to give innovative and lasting solutions for any construction requirements.

The company has invested valuable resources over the years to acquire the ability to test and simulate the most demanding site conditions giving accurate predictions of product performance and its life expectancy in differing climatic conditions.

Over the years, the company has accumulated a wealth of experience on raw materials and product performance. This data enables the company to manufacture products of very high quality, keeping pace with global technical advances, marketing trends and application needs under diverse geographical and climatic conditions.

As the company's, customer focus goes hand in hand with quality people, the company believe that its must give the customers what its require and when their need it. The company had over 200 employees out of which, 50% are marketing and technical support staff. Thus, the company ensures that a comprehensive sales and technical support will always be available to its' customers anywhere in the country.

International leverage gives the company the opportunity to offer tried and tested solutions from one geographical region to another with great confidence.

The company in India has a specially trained team spread all over the country that can execute large application jobs. Its' trained engineers and sales staff, oversee the execution of the work. The company associate with the consultants and the clients right at the specification stage to offer product support and advice. The supply chain consists of a countrywide network of stockists.

Caption factory premises of area admeasuring 9,916 sq. metres. is also owned by the company and is situated in a rural area.

Milestones:

1981	Fosroc India started its operation as a joint venture between Mumbai based industrialist and Fosroc International Limited, UK

1983	Established Stockists Network

1987	Established Regional Offices at all Metros

1990	Burmah Castrol Plc (Expandite) merged with Foseco (Parent company of Fosroc) Worldwide, and formed largest UK based construction chemical and mining company

1990	Second manufacturing unit at Ankleshwar put into operation

1993	Established Regional Marketing Department to cater to the needs of the customer regionally

1997	Expansion of Ankleshwar Unit with modern manufacturing facilities

1997	Fosroc India certified for ISO9002 Quality Management System by Bureau Veritas Quality International on all India basis

1998	Bangalore plant was moved to its present location with modern manufacturing facilities making it as one of the modern Construction Chemical Manufacturing plant in India

1999	Established Research & Development

2000	Burmah Castrol's Worldwide lubricants business has become part of BP Amoco Plc. following the successful completion of BP Amoco's cash offer for Burmah Castrol.

2002	Fosroc India certified for ISO9001 2000 series by Bureau Veritas Quality International on all India basis including R&D

2003	Fosroc Global was acquired by Dr. James Hay, Chairman of JMHfzco Group of Companies

CMT REPORT (Corruption, Money Laundering & Terrorism]

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

1] INFORMATION ON DESIGNATED PARTY

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

2] Court Declaration :

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

3] Asset Declaration :

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

4] Record on Financial Crime :

Charges or conviction registered against subject: None

5] Records on Violation of Anti-Corruption Laws :

Charges or investigation registered against subject: None

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

Charges or investigation registered against subject: None

7] Criminal Records

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

8] Affiliation with Government :

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

9] Compensation Package :

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

10] Press Report :

No press reports / filings exists on the subject.

CORPORATE GOVERNANCE

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

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

CONTRAVENTION

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

FOREIGN EXCHANGE RATES

Currency	Unit	Indian Rupees
US Dollar	1	Rs.54.26
UK Pound	1	Rs.81.94
Euro	1	Rs.70.21

INFORMATION DETAILS

Report Prepared by :

BSN

SCORE & RATING EXPLANATIONS

SCORE FACTORS	RANGE	POINTS
HISTORY	1~10	5
PAID-UP CAPITAL	1~10	4
OPERATING SCALE	1~10	7
FINANCIAL CONDITION
--BUSINESS SCALE	1~10	7
--PROFITABILIRY	1~10	6
--LIQUIDITY	1~10	8
--LEVERAGE	1~10	7
--RESERVES	1~10	8
--CREDIT LINES	1~10	7
--MARGINS	-5~5	----
DEMERIT POINTS
--BANK CHARGES	YES/NO	No
--LITIGATION	YES/NO	YES
--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	No
--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.