MIRA INFORM REPORT

Report Date :

26.03.2013

IDENTIFICATION DETAILS

Name :	GMM PFAUDLER LIMITED
Registered Office :	Vithal Udyog Nagar, Karamsad-388325, Gujarat
Country :	India
Financials (as on) :	31.03.2012
Date of Incorporation :	17.11.1962
Com. Reg. No.:	4-0 01171
Capital Investment / Paid-up Capital :	Rs. 29.230 millions
CIN No.: [Company Identification No.]	L29199GJ1962PLC001171
TAN No.: [Tax Deduction & Collection Account No.]	AHMG00528D
PAN No.: [Permanent Account No.]	AAACG6977D
Legal Form :	A Public Limited Liability company. The company’s Share are Listed on the Stock Exchange.
Line of Business :	The Company’s principal activity is the Manufacture of corrosion resistant glass-lined equipment used primarily in the chemical, pharmaceutical and allied industries. The Company also Manufactures flouro-polymer products and other chemical process equipment such as agitated nutsche filters, filter driers, wiped film evaporators and mixing systems.
No. of Employees :	Not Available

RATING & COMMENTS

MIRA’s Rating :

A (61)

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 4100000
Status :	Good
Payment Behaviour :	Regular
Litigation :	Exists
Comments :	Subject is a well established and reputed company having fine track record. Financial position of the company is good. Trade relations are reported as fair. Business is active. Payments are reported to be regular and as per commitments. The company can be considered good 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	CRISIL
Rating	Long Term Rating = AA -
Rating Explanation	Having high degree of safety regarding timely servicing of financial obligations. It carry very low credit risk.
Date	August - 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/ Factory :	Vithal Udyog Nagar, Karamsad-388325, Gujarat, India
Tel. No.:	91-2692-230516/ 230367/661700/230416
Fax No.:	91-2692-236570 / 661888 / 661999
E-Mail :	corporate@gmmpfaudler.co.in worksko@gmmpfaudler.co.in
Website :	http://www.gmmpfaudler.com
Location :	Owned
Corporate Office/ Mumbai Sales Office :	1001, Penisula Towers, Peninsula Corporate Park, Ganpatrao Kadam Marg, Lower Parel, Mumbai-400013, Maharashtra, India
Tel. No.:	91-22-66503900
Fax No.:	91-22-66503939
E-Mail :	sales@gmmpfaudler.co.in
Regional Sales Offices :	New Delhi 210, Pragati Towers, 26, Rajendra Place, New Delhi 110 008 Tel: 91-11- 2572 1566 Fax: 91 -11- 2581 4913 Email: sales.del@gmmpfaudler.co.in Chennai "City Center" No. 66, Thirumalai Pillai Road, T. Nagar. Chennai - 600 017 Tel: 91- 44 2815 7906 Fax: 91- 44 2815 8249 Email: sales.chn@gmmpfaudler.co.in Ahmedabad 2, B Jadhav Chambers, Ashram Road, Ellis Bridge, Ahmedabad - 380 009 Tel: 91- 79 2754 6822 | 2754 6824 | 2754 6924 Fax: 91- 79- 2754 6894 Email: sales.ahmd@gmmpfaudler.co.in Hyderabad Flat # 410, 4^th Floor, H.No 6-11 & 6-11/A, Vijay Sai Towers, Main Road, Kukatpally, Hyderabad - 500 072 Tel: 91- 40 2315 0222 | 4005 5058 | Fax: 91- 40 2315 0261 Email: sales.hyd@gmmpfaudler.co.in Bangalore C/o Srisha Business Centre No. 1, 3rd Cross, Lalbagh Road, Bangalore - 560 027 Tel: 91-80 2222 5208 Fax: 91-80 2223 4339 Email: shivaprakash@gmmpfaudler.co.in Vadodara 227, Sidhharth Complex, R C Dutt Road, Vadodara - 390 005 Tel: 91- 265 2354790 Fax: 91- 265 2311482 Email: sales.vad@gmmpfaudler.co.in

DIRECTORS

As on 31.03.2012

Name :	Mr. P Krishnamurthy
Designation :	Chairman cum Managing Director
Name :	Mr. Ashok J Patel
Designation :	Managing Director
Name :	Mr. Peter C Wallace
Designation :	Director (President and Chief Executive Officer, Robbins and Myres Inc.)
Name :	Mr. Kevin J Brown
Designation :	Director (Controller and Principal Accounting Officer, Robbins and Myres Inc.)
Name :	Dr. S Sivaram
Designation :	Director (Director, National Chemical Laboratory, Pune)
Name :	Mr. Darius C Shroff
Designation :	Director
Name :	Mr. Tarak A Patel
Designation :	Executive Director – Sales and Marketing
Name :	Mr. Christopher M. Hix
Designation :	Alternate to Kelvin J Brown

KEY EXECUTIVES

Name :	Mr. Ashok C Pillai
Designation :	Chief Operating Officer
Name :	Mr. Amar Nath Mohanty
Designation :	Financial Controller
Name :	Ms. Mittal Mehta
Designation :	Company Secretary

SHAREHOLDING PATTERN

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	1301045	8.90
Bodies Corporate	2036480	13.93
Any Others (Specify)	253125	1.73
Trusts	253125	1.73
Sub Total	3590650	24.56
(2) Foreign
Bodies Corporate	7454400	51.00
Sub Total	7454400	51.00
Total shareholding of Promoter and Promoter Group (A)	11045050	75.56
(B) Public Shareholding
(1) Institutions
Financial Institutions / Banks	658	0.00
Insurance Companies	138300	0.95
Sub Total	138958	0.95
(2) Non-Institutions
Bodies Corporate	349166	2.39
Individuals
Individual shareholders holding nominal share capital up to Rs. 10.000 Millions	2499222	17.10
Individual shareholders holding nominal share capital in excess of Rs. 10.000 Millions	509739	3.49
Any Others (Specify)	75365	0.52
Clearing Members	14207	0.10
Non Resident Indians	61158	0.42
Sub Total	3433492	23.49
Total Public shareholding (B)	3572450	24.44
Total (A)+(B)	14617500	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	0	0.00
Sub Total	0	0.00
Total (A)+(B)+(C)	14617500	100.00

BUSINESS DETAILS

Line of Business :

The Company’s principal activity is the Manufacture of corrosion resistant glass-lined equipment used primarily in the chemical, pharmaceutical and allied industries. The Company also Manufactures flouro-polymer products and other chemical process equipment such as agitated nutsche filters, filter driers, wiped film evaporators and mixing systems.

Products :

PRODUCT DESCRIPTION	ITC CODE
Glasslined Equipments and Wiped film Evaporators	8419
Fluro-Polymer Products	390460
Nuitsche Filters	8421

GENERAL INFORMATION

Customers :	End Users Alembic Limited, India Hoechst Schering Agrevo Limited, India Bayer India Limited, India Cheminova India Limited, India Chemplast Sanmar Limited, India Cipla Limited, India Colour-Chem Limited, India Gharda Chemicals Limited, India GE Plastics India Limited, India Glaxo India Limited, India Hindustan Inks and Resins Limited, India Indian Organic Chemicals Limited, India ICI India Limited, India Emmellen Biotech Pharmaceuticals Limited, India Manali Petrochemicals Limited, India Novartis Enterprises Private Limited, India Rallis India Limited, India United Phosphorus Limited, India Unichem Laboratories Limited, India USV Limited, India Wyeth Lederle Limited, India Shinko Pantec, Japan Synthomer Sdn Bhd, Malaysia Glaxo Wellcome Manufacturing Private Limited, Australia Globe Pharmaceuticals Limited, Bangladesh Roche New Asiatic Vitamins Limited, China General Electric Plastics, USA General Electric Plastics, The Netherlands Schering – Plough Limited, Singapore Purolite International Limited Hentiq 1799 Private Limited, South Africa
No. of Employees :	Not Divulged
Bankers :	· State Bank of India, Branch Anand, Gujarat, India · Axis Bank · Citi Bank

Banking Relations :	-----
Auditors :
Name :	Kalyaniwalla and Mistry Chartered Accountants
Address :	Mumbai
Unlimited Holding Company :	Robbins and Myers Inc.
Holding Company:	Pfaudler Inc.
Subsidiary Companies :	· Karamsad Holdings Limited · Karamsad Investments Limited · GMM Mavag AG · Mavag AG
Fellow Subsidiaries :	· Pfaudler Werke GmBh · Pfaudler Balfour Limited · Edlon PSI Inc. · Chemineer Inc. · Suzhou Pfaudler Glass Lined Equipments Company Limited · Robbins and Myres Singapore Private Limited · Glass Steel Parts and Services
Enterprises over which persons are able to exercise significant influence :	· Skyline Millars Limited · Glass Lined Equipment Company Limited · Ready Mix Concrete Limited · Dietrich Engineering Consultant India Private Limited · J. V. Patel and Company

CAPITAL STRUCTURE

As on 31.03.2012

Authorised Capital :

No. of Shares	Type	Value	Amount
25000000	Equity Shares	Rs.2/- each	Rs. 50.000 Millions

Issued, Subscribed & Paid-up Capital :

No. of Shares	Type	Value	Amount
14617500	Equity Shares	Rs.2/- each	Rs. 29.235 Millions

1. Reconciliation of equity shares outstanding at the beginning and end of the reporting year

Equity Shares
	Number of Shares	Rs. In Millions
At the Beginning of the year	14617500	29.23
Issued during the year	----
Outstanding as at the end of the year	14617500	29.23

2. Terms/rights attached to equity shares

The company has only one class of equity shares having a par value Rs. 2 per share. Each holder of equity shares is entitled to one vote per share. The dividend proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting.

In the event of liquidation of the company, the holders of equity shares will be entitled to receive remaining assets of the company, after distribution of all preferential amounts. The distribution will be in proportion to the number of equity shares held by the shareholders

3. Details of sharehoders holding more than 5% shares in the company

	No. in Millions	% holding
Pfaudler Inc (Holding Company)	7.45	50.99%
Skyline Millars Limited	1.63	11.12%

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		29.230	29.235	29.235
2] Share Application Money		0.000	0.000	0.000
3] Reserves & Surplus		996.030	952.508	890.216
4] (Accumulated Losses)		0.000	0.000	0.000
NETWORTH		1025.260	981.743	919.451
LOAN FUNDS
1] Secured Loans		0.000	43.709	0.000
2] Unsecured Loans		0.000	0.000	0.000
TOTAL BORROWING		0.000	43.709	0.000
DEFERRED TAX LIABILITIES		51.280	36.555	33.272
TOTAL		1076.540	1062.007	952.723
APPLICATION OF FUNDS
FIXED ASSETS [Net Block]		380.840	286.136	280.522
Capital work-in-progress		28.840	59.957	7.732
INVESTMENT		295.870	283.244	119.477
DEFERRED TAX ASSETS		0.000	0.000	0.000
CURRENT ASSETS, LOANS & ADVANCES
	Inventories	515.780	627.996	404.172
	Sundry Debtors	269.870	236.570	281.868
	Cash & Bank Balances	66.680	6.989	30.435
	Other Current Assets	11.240	0.000	0.000
	Loans & Advances	46.700	76.674	206.791
Total Current Assets		910.270	948.229	923.266
Less : CURRENT LIABILITIES & PROVISIONS
	Sundry Creditors	213.700	229.798	191.878
	Other Current Liabilities	295.240	271.636	167.189
	Provisions	30.340	14.125	19.207
Total Current Liabilities		539.280	515.559	378.274
Net Current Assets		370.990	432.670	544.992
MISCELLANEOUS EXPENSES		0.000	0.000	0.000
TOTAL		1076.540	1062.007	952.723

PROFIT & LOSS ACCOUNT

	PARTICULARS		31.03.2012	31.03.2011	31.03.2010
	SALES
		Income	2018.130	1440.210	1544.784
		Other Income	28.800	26.150	27.022
		TOTAL (A)	2046.930	1466.360	1571.806
Less	EXPENSES
		Cost of materials consumed	1178.320	899.360
		Change in inventories	45.590	(143.450)
		Employee benefits expense	193.130	166.040
		Other expenses	438.980	338.570
		TOTAL (B)	1856.020	1260.520	1364.649
Less	PROFIT BEFORE INTEREST, TAX, DEPRECIATION AND AMORTISATION (A-B) (C)		190.910	205.840	207.157
Less	FINANCIAL EXPENSES (D)		11.650	8.810	6.562
	PROFIT BEFORE TAX, DEPRECIATION AND AMORTISATION (C-D) (E)		179.260	197.030	200.595
Less/ Add	DEPRECIATION/ AMORTISATION (F)		49.100	34.740	33.342
	PROFIT BEFORE TAX (E-F) (G)		130.160	162.290	167.253
Less	TAX (I)		38.750	52.110	56.677
	PROFIT AFTER TAX (G-I) (J)		91.410	110.180	110.576
Add	PREVIOUS YEARS’ BALANCE BROUGHT FORWARD		641.730	590.470	538.837
Less	APPROPRIATIONS
		Transfer to General Reserve	9.140	11.030	11.058
		Tax on distributed Dividend	6.960	6.960	6.956
		Interim Dividend	30.700	40.930	40.929
		Final Dividend	10.230	0.000	0.000
	BALANCE CARRIED TO THE B/S		676.110	641.730	590.470
	EARNINGS IN FOREIGN CURRENCY
		FOB value exports	154.380	34.320	60.736
		Commission	8.470	5.940	7.235
	TOTAL EARNINGS		162.850	40.260	67.971
	IMPORTS
		Raw Materials	123.150	55.350	76.203
		Stores & Spares	8.550	0.890	11.030
	TOTAL IMPORTS		131.700	56.240	87.233
	Earnings Per Share (Rs.)		6.25	7.54	7.56

QUARTERLY / SUMMARISED RESULTS

PARTICULARS	30.06.2012	30.09.2012	31.12.2012
	1^st Quarter	2^nd Quarter	3^rd Quarter
Net Sales	433.330	442.540	365.100
Total Expenditure	390.210	399.960	334.200
PBIDT (Excl OI)	43.120	42.580	30.900
Other Income	11.660	7.750	11.900
Operating Profit	54.780	50.330	42.700
Interest	1.550	1.650	1.400
Exceptional Items	0.000	0.000	0.000
PBDT	53.230	48.680	41.400
Depreciation	12.880	13.600	14.100
Profit Before Tax	40.350	35.080	27.200
Tax	12.230	10.630	8.200
Provisions and contingencies	0.000	0.000	0.000
Profit After Tax	0.000	24.450	19.000
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	28.120	24.450	19.000

KEY RATIOS

PARTICULARS		31.03.2012	31.03.2011	31.03.2010
PAT / Total Income	(%)	4.47	7.51	7.03
Net Profit Margin (PBT/Sales)	(%)	6.45	11.26	10.83
Return on Total Assets (PBT/Total Assets}	(%)	10.08	13.14	13.89
Return on Investment (ROI) (PBT/Networth)		0.13	0.16	0.18
Debt Equity Ratio (Total Debt/Networth)		0.000	0.04	0.00
Current Ratio (Current Asset/Current Liability)		1.68	1.83	2.44

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	Yes
10]	Designation of contact person	Yes
11]	Turnover of firm for last three years	Yes
12]	Profitability for last three years	Yes
13]	Reasons for variation <> 20%	--
14]	Estimation for coming financial year	No
15]	Capital in the business	Yes
16]	Details of sister concerns	Yes
17]	Major suppliers	No
18]	Major customers	Yes
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	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

HIGH COURT OF GUJARAT

TAX APPEAL No. 1008 of 2008

---

Status : PENDING

( Converted from : ST/1664/2008 )

CCIN No : 001092200801008

Last Listing Date:

09/02/2009

Coram

· HONOURABLE THE CHIEF JUSTICE MR. K.S.RADHAKRISHNAN · HONOURABLE MR.JUSTICE AKIL KURESHI

---

S.NO.	Name of the Petitioner	Advocate On Record
1	COMMISSIONER OF INCOME TAX-II	MRS MAUNA M BHATT for: Appellant(s) 1

---

S.NO.	Name of the Respondant	Advocate On Record
1	GMM PFAUDLER LTD.	MRS SWATI SOPARKAR for :Opponent(s) 1

---

Presented On	: 05/05/2008	Registered On	: 05/05/2008
Bench Category	: DIVISION BENCH	District	: AHMEDABAD
Case Originated From	: THROUGH ADVOCATE	Listed	: 2 times
StageName	: FOR FINAL HEARING - TAX MATTERS

Act	INCOME-TAX ACT, 1961

---

LowerCourt Details

---

S.No.	LowerCourt CaseDetail	LowerCourtName	JudgeName	Judgmentdate
1	INCOME TAX APPLICATION/2708/2003	DISTRICT COURT, AHMEDABAD RURAL	-	08/06/2007
Office Details

S. No.	Filing Date	Document Name	Advocate Name	Court Fee on Document	Document Details
1	05/05/2008	MEMO OF APPEAL/PETITION/SUIT	MR MANISH R BHATT ADVOCATE for PETITIONER(s) 1	20	-
2	25/06/2008	CERTIFIED COPY	MR MANISH R BHATT ADVOCATE for PETITIONER(s) 1	6	-
3	15/11/2008	APPEARANCE NOTE	MRS MAUNA M BHATT ADVOCATE for PETITIONER(s) 1	-	-
4	07/05/2009	VAKALATNAMA	MRS SWATI SOPARKAR ADVOCATE for RESPONDENT(s) 1	5	-
Court Proceedings

S. No.	Notified Date	CourtCode	Board Sr. No.	Stage	Action	Coram
1	09/02/2009	1	-	FOR FINAL HEARING - TAX MATTERS	RULE/ADMIT	· HONOURABLE THE CHIEF JUSTICE MR. K.S.RADHAKRISHNAN · HONOURABLE MR.JUSTICE AKIL KURESHI
Available Orders

S. No.	Case Details	Judge Name	Order Date	CAV	Judgement	View	Download
1	TAX APPEAL/1008/2008	· HONOURABLE THE CHIEF JUSTICE MR. K.S.RADHAKRISHNAN · HONOURABLE MR.JUSTICE AKIL KURESHI	02/04/2009	N	N	View	Download
Certified Copy

S. No.	ApplicantName	ApplicationType	Application Date	UOL Number	Order Date	Notify Date	Delivery Date	Status	Nature Of Document
1	MRS MAUNA M BHATT	ORDINARY	06/04/2009	O/10941/2009	02/04/2009	16/04/2009	17/04/2009	Delivered	-

BACKGROUND

GMM Pfaudler Limited, formerly Gujarat Machinery Manufacturers Limited, (“the Company”) was incorporated in India on November 17, 1962. The Company’s manufacturing unit is located at Karamsad, Gujarat. The Company’s principal activity is the manufacture of corrosion resistant glass-lined equipment used primarily in the chemical, pharmaceutical and allied industries. The Company also manufactures flouro-polymer products and other chemical process equipment such as agitated nutsche filters, filter driers ,wiped film evaporators and mixing systems.

The Company has entered into an investment and technical know-how agreement with Pfaudler Inc. USA (‘Pfaudler’) a Company incorporated in the United States of America, which owns 51 percent of the total issued share capital of the Company. The Company’s ultimate holding Company is Robbins and Myers Inc, USA.

FINANCIAL REVIEW

The business environment during the year remained challenging due to recessionary conditions in the economy

leading to slowdown in demand in the second half of the year. High inflation resulted in increase in input cost and other expenses which adversely impacted the overall profitability. In spite of adverse business environment, your Company has been able to maintain its overall performance due to healthy backlog of orders of Rs.1035.000 million at the beginning of the year. Revenue from Operations for the year at Rs.2018.130 million reflected an increase of 40% over the previous year. Sales of both glass line products and non glass line products increased by 17% and 87% as compared to previous year. Amount of unexecuted orders at the end of the year ended March 31, 2012 was a also healthy at Rs.906.000 millions including Rs.607.000 millions of glasslined products and Rs.299.000 millions of non-glasslined products. Increase in the cost of raw materials and other expenses due to high inflation resulted in lower Profit before tax Rs. 130.160 million,20% lower than Rs.162.290 million in the previous year. Profit after tax decreased by 17% to Rs.91.41 million from Rs.110.18 0million in the previous year. Earnings per share reduced by 17% to Rs.6.250 per share as compared to Rs.7.540 of the previous year. Sales of the Company’s Swiss subsidiary, Mavag AG for the year was at Rs.579.910 million, with an increase of 10% from Rs.526.710 million in the previous year. However, the profitability remained low on account continued economic slow down in the European market with pressure on price and volatility in the foreign exchange rates. Profit after tax for the year decreased by 57% to Rs.3.420 million, as compared to Rs.7.910 million in the previous year.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

COMPANY OVERVIEW

The Company which was established in the year 1962, has a state of the art manufacturing facility spread over a

20 acre plot of land located at Karamsad in Gujarat State, about 45 km from Vadodara. The Company enjoys the

leadership position in design, manufacture and marketing of glass-lined reactor vessels, storage tanks, valves and pipe and fittings. The Company also undertakes design and fabrication of specialized chemical process equipment in Alloy steel. It has created for itself a niche position in the chemical process equipment market for proprietary products manufactured by it such as Agitated Nutsche Filters and Filter Dryers, Wiped Film Evaporators, EconoMix Mixing Systems, Thermal Control Units and PTFE lined pipes and fittings. Its access to the Mavag’s high end technology for top driven Spherical Dryers, Agitated Nutsche Filters and Filter Dryers for sterile applications and Magnetic Drive Agitators has complemented the Company’s position as a complete process solution provider for pharmaceuticals, bio pharmaceuticals, chemicals and allied segments.

INDUSTRY STRUCTURE AND DEVELOPMENT

The Indian economy has experienced considerable turbulence in recent times. Real GDP growth rates have been

revised downward to 6.9% from 8.0%, industrial output is volatile, escalated interest rates and high inflation levels are an ongoing concern. The fallout has extended to the Indian Pharmaceutical market and Chemical Industry, the industry growth being lower than the previous year. However, with increased government measures and industry’s proactive actions, outlook for the sectors remains positive. GDP Forecast for the year 2012-13 is 7.3% While the chemical industry in India grew as a whole at 10% in 2011 and it is expected to grow at a CAGR of 11%, the Pharmaceutical industry grew by about 15% during the year and it is expected to grow at a CAGR of 17% till 2015. Heightened competition and a greater presence of branded generics are putting greater pricing pressures on the industry. The low priced segment of the market has almost doubled its share over the last four years. The continued focus on India as a base for bulk drugs, both of a generic nature, and increasingly for specialty patent protected drugs and chemicals, the industry is expected to continue its growth momentum in the near term. With investments by established companies, both Indian and multi nationals, as well as from new companies, the Company expects to see broadening of its customer base as well as increasing revenues from its existing customers.

OPPORTUNITIES and THREATS

New markets due to migration of chemical business into India from the western world continue to be an opportunity for the Company’s products. In addition to the inclusion of Mavag products the Company has potential for greater share of the customer spend. In addition to the growth in the chemical industry, the capital spend in fertilizer, petrochemical, power, bio technology is expected to offer opportunities for growth. With multiple code accreditations that allows our products to be sold overseas in markets in USA, Europe and China,

the Company is poised to exploit the export markets as well. Commodities price fluctuations, especially in steel, and high rate of inflation and interest rates and could hamper the industry growth.

FINANCIAL PERFORMANCE

Growth in Sales and Operating Income for the year has been driven by the higher backlog or orders at the beginning of the year. However, profitability took beating due to high inflation leading to increase in input and other cost. The Company put greater focus on the management of working capital which resulted in significant increase in the cash flow for the year. Investment in up gradation of the manufacturing facility and computer systems has been funded from the internal accruals without resorting to any debts. Low order intake during the year has resulted in year and order backlog of Rs.906 million, being 12% lower than the previous year.

SEGMENT WISE OPERATIONAL PERFORMANCE

CHEMICAL PROCESS EQUIPMENT

This Division of the Company designs manufactures and markets GMM Pfaudler Reactor Systems product line

which primarily includes glass-lined corrosion resistant reactors, storage vessels and alloy steel equipment. This Division reported sales of Rs.1666.380 million, 37% higher than that of previous year. This division contributes about 83% of the total sales of the Company. This Division of the Company continues to enjoy the number one manufacturer of glass-lined equipment in India. The profit from this segment was Rs.147.590 million, a decrease of about 17% over the previous year due to the inflation trend in the economy. The capital employed for this division was Rs.572.380 million decreased by over 7% from the previous year level.

MIXING SYSTEM

This Division design, manufactures and markets EconoMix Agitators which provide solutions to customer’s mixing requirements. In addition to serving the CPI this Division also caters to the bio-technology, mining and waste water treatment industry.Sales of this Division of the Company increased by over 80% to Rs.199.630 million from Rs.110.54 million in the previous financial year. The profit from this segment was Rs.14.43 million, an increase 33% over the previous year. Capital employed for this Division was Rs.20.570 million decreased by about 32% from the previous year.

FILTRATION and SEPARATION

This Division’s primary business is design, manufacture and marketing of Agitated Nutsche Filter and Filter Dryers for separation of solids and liquid and Wiped Film Evaporators for separation of liquids and liquids. Mavag’s high end technology and products have greatly benefited this Division. The Company reported a sales of Rs.152.120 million, an increase of 39% over previous year in this Division. Profits however were lower by 19% at Rs.5.070 million. Capital employed for this Division was Rs.45.530 million increased by 28% from the previous year.

OUTLOOK

In line with the overall slowdown in the economy, the demand for some of the Company’s products have shown a decline from the second half of the year. However, the Company is taking steps to focus on promoting additional value added features in Glass line product as well as high technology Mavag products.

UNAUDITED FIANCIAL RESULTS FOR THE QUARTER / HALF YEAR ENDED 30.09.2012

Particular	30.09.2012	30.06.2012	30.06.2012
PART - I	(Unaudited)	(Unaudited)	(Unaudited)
Net Sales/Income from Operations	432.650	420.760	853.420
Other Operating Income	9.890	12.570	22.460
Total Income from Operation Net	442.540	433.330	875.880
Expenditure
a) cost of materials Consumed	211.380	245.120	456.500
b) Change in Inventories of finished goods and work in progress	19.740	(7.000)	12.740
c) Employees benefits Expenses	54.150	50.400	104.550
d) Depreciation and amortisation Expenses	13.600	12.870	26.480
e) Labors Charges	40.560	34.270	74.830
f) Power and Fuel	31.260	29.470	60.730
g) Other expenditure	42.870	37.950	80.820
Total Expenses	413.560	403.080	8169.640
Profit from Operations before Other Income, Interest and Exceptional items (1-2)	28.980	30.250	59.230
Other Income	7.750	11.660	19.410
Profit before Interest and Exceptional items (3-4)	36.730	41.910	48.640
a) Interest and Financial Charges	1.650	1.550	3.200
Profit Before Tax	35.080	40.360	75.440
Provision for Tax Expenses
-Current	12.470	12.430	24.900
-Deferred	(1.840)	(0.200)	(2.030)
Net Profit After Tax	24.450	28.130	52.570
Paid-Up Equity Share Capital (Face Value of Rs.2/- each)	29.240	29.240	29.240
Reserves excluding Revaluation Reserve as per Balance Sheet of previous Accounting Year	--	---	---
Basic Diluted Earning Per Share (EPS)	1.670	1.92	3.60
Public share holdings
- Number of shares	3572450	3563340	3572450
- Percentage of shareholding	24.44%	24.28%	24.44%
Promoters and Promoter Group shareholding
- Number of shares	Nil	Nil	Nil
- Percentage of share (as % of the total shareholding of Promoter group)	Nil	Nil	Nil
- Percentage of share (as % of the total share capital of the Company)	Nil	Nil	Nil
b) Non-Encumbered
- Number of shares	11045050	11054160	11045050
- Percentage of share (as % of the total shareholding of Promoter group)	100%	100%	100%
- Percentage of share (as % of the total share capital of the Company)	75.56	75.62%	75.56

STANDALONE STATEMENT OF ASSETS AND LIABILITIES

Particulars	30.09.2012
Equity and Liabilities
Shareholders' fund
Share Capital	29.240
Reserves & Surplus	1036.780
Sub total – shareholders fund	1066.020
Non current liabilities
Long-term borrowings	--
Deferred tax liabilities (net)	49.240
Other Long term liabilities	0.290
Long-term provisions	--
Sub total Non Current liabilities	49.530
Current liabilities
Short-term borrowings	--
Trade payables	233.550
Other current liabilities	271.570
Short-term provisions	22.550
TOTAL – EQUITY AND LIABILITIES	527.670
	1643.220
Assets
Non-current assets
Fixed assets	423.110
Goodwill on Consolidation	0.000
Non-current investments	231.820
Deferred tax assets	0.000
Long-term loans and advances	25.390
Other Non-Current Assets	0.000
	680.320
Current assets
Current investment	102.820
inventories	513.720
Trade receivables	212.750
Cash and bank balance	102.720
Short-term loans and advances	19.070
Other current assets	11.820
Sub total Current assets	962.900
Total Assets	1643.220

NOTE:

1) The above unaudited results have been reviewed by the Audit Committee and approved by the Board of Directors in their meetings held on July 05. 2012.

2) The above results have been reviewed by the Statutory Auditors of the Company.

3) The Board of Directors have announced a second nterim dividend Rs. 0.70 per share for the current financial year 2012-13.The record date for the payment of the said dividend has been fixed on November 12,2012.

4) In order to comply with Clause 40 A of the Listing Agreement, which requires the public shareholding to be a minimum of 25%, the Promoter groups an? in process of selling the requisite number of shares to the public.

5) Number of Investors complaints (i) received during the quarter: 3 (ii) disposed off: 3 and (iii) pending at the quarter end: Nil.

6) Figures for the earlier periods have been re-grouped I re-arranged where ever necessary.

SEGMENT WISE REVENUE, RESULTS AND CAPITAL EMPLOYED

Particular	30.09.2012	30.06.2012	30.09.2012
	Quarter Ended		Half Year Ended
	Unaudited	Unaudited	Unaudited
Segment Revenue
a) Chemical Process Equipment	387.430	343.130	730.560
b) Mixing System	25.210	45.380	70.590
c) Filtration / Separation Equipment and Other	29.900	44.820	74.730
Net Sales / Income From Operations	442.540	433.330	875.880
2. Segment Results
Profit / Loss before Tax and Interest
a) Chemical Process Equipment	38.830	34.870	73.700
b) Mixing System	3.160	4.260	7.420
c) Filtration / Separation Equipment and Other	1.230	2.570	3.800
Total	43.210	41.700	84.910
Less: Interest	1.650	1.550	3.200
Less:Other un-allocable expenditure net off un-allocable income	6.490	(0.210)	6.280
Total Profit Before Tax	35.080	40.360	75.440
3. Capital employed
a) Chemical Process Equipment	558.520	539.400	558…520
b) Mixing System	14.570	10.240	14.570
c) Filtration / Separation Equipment and Other	36.390	33.980	36.390
Unallocable Net Assets (Net Liabilities)	456.550	469.850	456.550
Total Employed	1066.020	1053.470	1066.020

FIXED ASSETS:

· Freehold Land

· Leasehold Land

· Leasehold Improvement

· Buildings

· Plant and Machinery

· Furniture and Fixtures

· Vehicles

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.54.09
UK Pound	1	Rs.82.46
Euro	1	Rs.70.49

INFORMATION DETAILS

Report Prepared by :

SDA

SCORE & RATING EXPLANATIONS

SCORE FACTORS	RANGE	POINTS
HISTORY	1~10	8
PAID-UP CAPITAL	1~10	6
OPERATING SCALE	1~10	7
FINANCIAL CONDITION
--BUSINESS SCALE	1~10	6
--PROFITABILIRY	1~10	6
--LIQUIDITY	1~10	7
--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	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
DEFAULTER
--RBI	YES/NO	NO
--EPF	YES/NO	NO
TOTAL		61

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.