MIRA INFORM REPORT

Report Date :

04.10.2013

IDENTIFICATION DETAILS

Name :	GIVAUDAN (INDIA) PRIVATE LIMITED (w.e.f. 06.07.2009)

Formerly Known As :	VINAROM PRIVATE LIMITED (w.e.f. 11.03.1987) ROURE AROMA PRIVATE LIMITED

Registered Office :	Plot No. 26, 2^nd Cross Jigani Industrial Area, Anekal Taluka, Jigani – 562106, Karnataka

Country :	India

Financials (as on) :	31.03.2012

Date of Incorporation :	05.08.1985

Com. Reg. No.:	08-007056

Capital Investment / Paid-up Capital :	Rs. 75.755 Millions

CIN No.: [Company Identification No.]	U24290KA1985PTC007056

TAN No.: [Tax Deduction & Collection Account No.]	BLRG00505B BLRV00133A

PAN No.: [Permanent Account No.]	AAACG6661N AAACV7454J

Legal Form :	Private Limited Liability Company

Line of Business :	Manufacturer of Flavours and Fragrances.

No. of Employees :	Not Available

RATING & COMMENTS

MIRA’s Rating :

A (60)

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 9600000

Status :	Good

Payment Behaviour :	Regular

Litigation :	Clear

Comments :	Subject is an established company having fine track record. There appears some dip in the profitability of the company in 2012. However, general 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 normal 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 – March 31^st, 2013

Country Name

Previous Rating

(31.12.2012)

Current Rating

(31.03.2013)

India

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

INDIAN ECONOMIC OVERVIEW

We are living in a world where volatility and uncertainty have become the New Normal. We saw a change of government in countries like Tunisia, Egypt, Libya and Vietnam. Once powerful countries in Europe are now fighting for bankruptcy. We have taken growth in the developing part of the world for granted but economic growth in China and India has begun to slow. Companies that were synonymous with their product categories just a few years ago are now no longer in existence. Kodak, the inventor of the digital camera had to wind up its operations, HMV, the British entertainment retailing company and Borders, once the second largest bookstore have shut down due to their inability to evolve their business models with the changing time. Readers’ Digest, Thomson Register are no more !

There is another megatrend happening. The World order is changing as economic power shifts from West to East. According to McKinsey study, it took Britain more than 100 years to double its economic output per person during its industrial revolution and the US later took more than 50 years to do the same. More than a century later, China and India have doubled their GDP per capital in 12 and 18 years respectively. By 2020, emerging Asia will become the world’s largest consuming block, overtaking North America.

The years after the outbreak of the global financial crisis, the world economy continues to remain fragile. The Indian economy demonstrated remarkable resilience in the initial years of the contagion but finally lost ground last year. GDP growth slowed down. Currency has been weakening. There is a marked deceleration in agriculture, industry and services. Dampening sentiment led to a cut-back in investment as well as private consumption expenditure. Inflation remained at high levels fuelled by the pressure from the food and fuel sectors. The large fiscal and current account deficit s continued to cause grave concern. It is imperative that India regains its growth trajectory of 8-9 % sooner than later. This is crucially important given the need to create gainful livelihood opportunities for the millions living in poverty as also the large contingent of young people joining the job market every year.

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 :	Plot No. 26, 2^nd Cross Jigani Industrial Area, Anekal Taluka, Jigani – 562106, Karnataka, India
Tel. No.:	91-80-27826301
Fax No.:	91-80-27825343
E-Mail :	mohan.suvarna@givaudan.com india.finance@givaudan.com gururaj.kashi@givaudan.com
Website :	www.givaudan.com

Branch 1 :	401, Akruti Centre Point, 4^th Floor, MIDC – Central Road, MIDC, Andheri (East), Mumbai – 400093, Maharashtra, India
Tel. No.:	91-22-66625700
Fax No.:	91-22-66625751

Branch 2 / Factory :	Plot No. 57/3 (2), 57/3 (3), Village Dunetha Daman – 396210, India
Tel. No.:	91-260-2261624

Branch 3 :	Plot No. 30, Survey N. 168, Dabhel Industrial Estate, Daman – 396210, India
Tel. No.:	91-260-2240646
Fax No.:	91-260-2240040

Branch 4 :	Block B – Vatika Atrium, DFL Golf Course Road, Sector 53, Gurgaon – 122001, Haryana, India
Tel. No.:	91-124-437-5534
Fax No.:	91-124-437-5535

DIRECTORS

As on 25.09.2012

Name :

Mr. Tansukhlal Jain

Designation :

Additional Director

Address :

4B/124B, Kalpataru Estate, Near Poonam NGR JVLR, Andheri (East), Mumbai-400093, Maharashtra, India

Date of Birth/Age :

24.04.1967

Date of Appointment :

31.07.2012

DIN No.:

00190341

Other Directorship :

S.No.	CIN/LLPIN	Name of the Company/ LLP	Current designation of the Director/ Designated Partner	Date of appointment at current designation	Original date of appointment	Date of cessation	Company/ LLP Status	Defaulting status
1	U15100MH2004PTC144042	CHR.HANSEN (INDIA) PRIVATE LIMITED	Director	02/07/2012	21/01/2004	21/01/2013	Active	NO
2	U24290KA1985PTC007056	GIVAUDAN (INDIA) PRIVATE LIMITED	Whole-time director	25/09/2012	31/07/2012	-	Active	NO

Name :

Mr. Mohanrao Chandappa Suvarna

Designation :

Whole-time director

Address :

Flat 1801/1802/1803, Samartha Aangan, Building No. 23 W – A, Off Lind Road, Oshiwara, Andheri (West), Mumbai – 400053, Maharashtra, India

Date of Birth/Age :

22.06.1958

Date of Appointment :

25.01.1999

PAN No. :

ACDPS8469C

DIN No.:

00269671

Name :

Mr. Ajit Kumar Pal

Designation :

Whole-Time Director

Address :

Flat No 7, 7th Floor, Sanghi Residency Situated at Final Plot No. 1215 of TPS IV, Mahim Division, Palki Guly, Off Cadell Road, Mumbai – 400025, Maharashtra, India

Date of Birth/Age :

01.10.1957

Date of Appointment :

26.09.2009

PAN No. :

AARPP3827H

DIN No.:

00316419

Other Directorship :

S.No.	CIN/LLPIN	Name of the Company/ LLP	Current designation of the Director/ Designated Partner	Date of appointment at current designation	Original date of appointment	Date of cessation	Company/ LLP Status	Defaulting status
1	U85110MH1994PTC189922	GIVAUDAN (INDIA) PRIVATE LIMITED	Managing director	20/07/1994	20/07/1994	-	Amalgamated	NO
2	U24290KA1985PTC007056	GIVAUDAN (INDIA) PRIVATE LIMITED	Whole-time director	29/09/2009	26/09/2009	-	Active	NO

KEY EXECUTIVES

Name :	Mr. K Gururaj
Designation :	Secretary
Address :	No. 3, S.B.I Officers Colony, Basavehwaranagar, Bangalore – 560079, Karnataka, India
Date of Birth/Age :	22.07.1967
Date of Appointment :	11.06.2009
PAN No.:	AAUPG9441P

MAJOR SHAREHOLDERS

As on 25.09.2012

Names of Shareholders	No. of Shares
Givaudan SA, Switzerland	7575509
Givaudan Suisse SA, Switzerland	2

Total	7575511

Equity Share Break up (Percentage of Total Equity)

As on 25.09.2012

Category	Percentage
Foreign holdings( Foreign institutional investor(s), Foreign companie(s) Foreign financial institution(s), Non-resident Indian(s) or Overseas Corporate bodies or Others	100.00
Total	100.00

BUSINESS DETAILS

Line of Business :

Manufacturer of Flavours and Fragrances.

Products :

Item Code No.	Product Description
33021010	Flavour Compound
33029011	Per fumery Compound

GENERAL INFORMATION

No. of Employees :	Not Available

Bankers :	Not Available


Banking Relations :	--

Auditors :
Name :	Deloitte Haskins and Sells Chartered Accountants
Address :	12, Dr. Annie Besant Road, Opposite Shiv Sagar Estate, Worli, Mumbai – 400018, Maharashtra, India
PAN No.:	AACFD4815A

Holding company :	Givaudan SA, Switzerland

Fellow Subsidiary company:	Givaudan Australia Pty Limited, Australia Givaudan Egypt SAE, Egypt Givaudan Flavours Corporation, United States Givaudan Fragrances (Shanghai) Limited, China Givaudan International SA, Switzerland Givaudan Nederland BV, Netherlands Givaudan Singapore Pte Limited, Singapore Givaudan South Africa (Pty) Limited, South Africa Givaudan Suisse SA, Switzerland PT Quest International Indonesia, Indonesia

CAPITAL STRUCTURE

As on 25.09.2012

Authorised Capital :

No. of Shares	Type	Value	Amount

10000000	Equity Shares	Rs.10/- each	Rs. 100.000 Millions

Issued, Subscribed & Paid-up Capital :

No. of Shares	Type	Value	Amount

7575511	Equity Shares	Rs.10/- each	Rs. 75.755 Millions

FINANCIAL DATA

[all figures are in Rupees Millions]

SOURCES OF FUNDS	31.03.2012	31.03.2011
I. EQUITY AND LIABILITIES
(1)Shareholders' Funds
(a) Share Capital	75.755	75.755
(b) Reserves & Surplus	2318.730	2086.353
(c) Money received against share warrants	0.000	0.000

(2) Share Application money pending allotment	0.000	0.000
Total Shareholders’ Funds (1) + (2)	2394.485	2162.108

(3) Non-Current Liabilities
(a) long-term borrowings	0.000	0.000
(b) Deferred tax liabilities (Net)	0.000	0.000
(c) Other long term liabilities	0.000	0.000
(d) long-term provisions	19.271	15.264
Total Non-current Liabilities (3)	19.271	15.264

(4) Current Liabilities
(a) Short term borrowings	349.978	67.317
(b) Trade payables	1610.454	967.627
(c) Other current liabilities	66.186	64.732
(d) Short-term provisions	1.886	23.537
Total Current Liabilities (4)	2028.504	1123.213

TOTAL	4442.260	3300.585

II. ASSETS
(1) Non-current assets
(a) Fixed Assets
(i) Tangible assets	689.246	497.589
(ii) Intangible Assets	0.000	0.000
(iii) Capital work-in-progress	0.000	0.000
(iv) Intangible assets under development	18.311	4.539
(b) Non-current Investments	0.000	0.000
(c) Deferred tax assets (net)	10.267	25.112
(d) Long-term Loan and Advances	607.529	415.127
(e) Other Non-current assets	0.000	0.000
Total Non-Current Assets	1325.353	942.367

(2) Current assets
(a) Current investments	0.000	0.000
(b) Inventories	1211.849	915.452
(c) Trade receivables	1688.568	1036.439
(d) Cash and cash equivalents	27.305	219.330
(e) Short-term loans and advances	189.185	186.997
(f) Other current assets	0.000	0.000
Total Current Assets	3116.907	2358.218

TOTAL	4442.260	3300.585

SOURCES OF FUNDS		31.03.2010
SHAREHOLDERS FUNDS
1] Share Capital		75.755
2] Share Application Money		0.000
3] Reserves & Surplus		1788.493
4] (Accumulated Losses)		0.000
NETWORTH		1864.248
LOAN FUNDS
1] Secured Loans		0.000
2] Unsecured Loans		82.641
TOTAL BORROWING		82.641
DEFERRED TAX LIABILITIES		12.351

TOTAL		1959.240

APPLICATION OF FUNDS

FIXED ASSETS [Net Block]		423.051
Capital work-in-progress		23.349

INVESTMENT		0.000
DEFERRED TAX ASSETS		0.000

CURRENT ASSETS, LOANS & ADVANCES
	Inventories	689.990
	Sundry Debtors	1264.255
	Cash & Bank Balances	67.276
	Other Current Assets	0.000
	Loans & Advances	464.604
Total Current Assets		2486.125
Less : CURRENT LIABILITIES & PROVISIONS
	Sundry Creditors	897.144
	Other Current Liabilities	32.958
	Provisions	43.183
Total Current Liabilities		973.285
Net Current Assets		1512.840

MISCELLANEOUS EXPENSES		0.000

TOTAL		1959.240

PROFIT & LOSS ACCOUNT

	PARTICULARS		31.03.2012	31.03.2011	31.03.2010
	SALES
		Income
		Other Income
		TOTAL	6160.594	5656.715	4641.874

Less	TOTAL EXPENSES		5722.593	5037.539	4075.591

	PROFIT BEFORE TAX, DEPRECIATION AND AMORTISATION		438.001	619.176	566.283

Less/ Add	DEPRECIATION/ AMORTISATION		86.947	130.268	108.585

	PROFIT BEFORE TAX		351.054	488.908	457.698

Less	TAX		118.677	169.037	143.930

	PROFIT AFTER TAX		232.377	319.871	313.768

Add	PREVIOUS YEARS’ BALANCE BROUGHT FORWARD		1732.407	1466.534	1212.742

Less	APPROPRIATIONS
		Transfer to Capital Redemption Reserve	0.000	0.000	31.377
		Transfer to General Reserve	0.000	31.987	6.515
		Proposed Dividend	0.000	18.939	18.939
		Tax on Dividend	0.000	3.072	3.145
	BALANCE CARRIED TO THE B/S		1964.784	1732.407	1466.534

	EARNINGS IN FOREIGN CURRENCY
		Export Earnings	307.417	548.217	749.469
	TOTAL EARNINGS		307.417	548.217	749.469

	IMPORTS
		Raw Materials	NA	NA	1762.413
		Capital Goods			4.692
	TOTAL IMPORTS		NA	NA	1767.105

	Earnings Per Share (Rs.)		30.67	NA	41.42

KEY RATIOS

PARTICULARS		31.03.2012	31.03.2011	31.03.2010
PAT / Total Income	(%)	3.77	5.65	6.76

Return on Total Assets (PBT/Total Assets}	(%)	9.43	17.63	15.73

Return on Investment (ROI) (PBT/Networth)		0.15	0.23	0.26

Debt Equity Ratio (Total Debt /Networth)		0.15	0.03	0.04

Current Ratio (Current Asset/Current Liability)		1.54	2.10	2.55

LOCAL AGENCY FURTHER INFORMATION

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

NOTE

The registered address of the company #1301-4, Prestige Meridian I, # 29, M G Road, Bangalore, Karnataka, India has been shifted to the present address w.e.f. 23.12.2008

UNSECURED LOANS:

Particulars	31.03.2012 Rs. In Millions	31.03.2011 Rs. In Millions
Short Term Borrowings
Working Capital Loan from bank	349.978	67.317
Total	349.978	67.317

INDEX OF CHARGE:

Sr .No.	Charge ID	Date of Charge Creation/Modification	Charge amount secured	Charge Holder	Address	Service Request Number (SRN)
1	90194949	27/10/1989	2,700,000.00	KARNATAKA STATE FINANCIAL CORPORATION	NO.25; M.G. RAOD, BANGALORE, KARNATAKA - 560001, INDIA	-
2	90194830	11/07/1991 *	8,500,000.00	STATE BANK OF INDIA	BANGALORE CITY BRANCH, J.C. ROAD, BANGALORE, KARNATAKA - 560002, INDIA	-

* Date of charge modification

COMPANY BACKGROUND

Subject was incorporated on 5^th August, 1985. The Company is engaged in the business of manufacturing flavours and fragrances based on the technology developed and provided by Givaudan SA, the holding company. The Company also undertakes to distribute flavours and fragrances products imported from its overseas group entities.

OPERATING PERFORMANCE

The company has achieved a sales growth of 8.9% over the previous year. However the Profit after tax as percentage of total income, decreased by 1.9% over previous year. Increase in raw material prices could only be partly offset by increase in prices of products in the second half of the year. Depreciation of the Indian Rupee against the US Dollar, of 14.3 % during the April 2011 – March 2012 period, pushed up Raw Material costs significantly. 95% of sales being to the domestic market denominated in Rupee, this has resulted in a significant erosion of gross margins

FIXED ASSETS:

Land
Buildings
Plant and equipment
Furniture and fixtures
Vehicles
Computer
Goodwill

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. 61.93
UK Pound	1	Rs. 100.44
Euro	1	Rs. 84.24

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	7
FINANCIAL CONDITION
--BUSINESS SCALE	1~10	7
--PROFITABILIRY	1~10	6
--LIQUIDITY	1~10	6
--LEVERAGE	1~10	7
--RESERVES	1~10	7
--CREDIT LINES	1~10	6
--MARGINS	-5~5	--
DEMERIT POINTS
--BANK CHARGES	YES/NO	NO
--LITIGATION	YES/NO	NO
--OTHER ADVERSE INFORMATION	YES/NO	NO
MERIT POINTS
--SOLE DISTRIBUTORSHIP	YES/NO	NO
--EXPORT ACTIVITIES	YES/NO	NO
--AFFILIATION	YES/NO	YES
--LISTED	YES/NO	NO
--OTHER MERIT FACTORS	YES/NO	YES
DEFAULTER
--RBI	YES/NO	NO
--EPF	YES/NO	NO
TOTAL		60

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.

MIRA INFORM REPORT

3.77

5.65

9.43

17.63

0.15

0.23

0.15

0.03

1.54

2.10

Unit