MIRA INFORM REPORT

Report Date :

14.09.2013

IDENTIFICATION DETAILS

Name :	GULBRANDSEN CHEMICALS PRIVATE LIMITED
Registered Office :	On Coastal Highway, Village Mujpur, Taluka Padra, Vadodara – 391440, Gujarat
Country :	India
Financials (as on) :	31.03.2012
Date of Incorporation :	18.12.1998
Com. Reg. No.:	04-041319
Capital Investment / Paid-up Capital :	Rs.43.695 Millions
CIN No.: [Company Identification No.]	U24119GJ1998PTC041319
TAN No.: [Tax Deduction & Collection Account No.]	BRDG00260B
PAN No.: [Permanent Account No.]	AABCG0812A
Legal Form :	Private Limited Liability Company
Line of Business :	Manufacturer and Exporter of Chemicals.
No. of Employees :	250 (Approximately)

RATING & COMMENTS

MIRA’s Rating :

Ba (50)

RATING		STATUS	PROPOSED CREDIT LINE
41-55	Ba	Overall operation is considered normal. Capable to meet normal commitments.	Satisfactory

Maximum Credit Limit :	USD 3300000
Status :	Good
Payment Behaviour :	Regular
Litigation :	Clear
Comments :	Subject is a part of the ‘Gulbrandsen Group, India’. It is a well established company having a good track record. Financially company strength is strong. Performance capability is high. Trade relations are reported to be fair. Business is active. Payments are reported to be regular and as per commitment. The company can be considered for normal business dealings at usual trade terms and condition.

NOTES :

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

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.

EXTERNAL AGENCY RATING

Rating Agency Name	CRISIL
Rating	Long Term Rating = BBB+
Rating Explanation	Having moderate degree of safety regarding timely servicing of financial obligation it carry moderate credit risk
Date	January, 2013

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.

INFORMATION PARTED BY

Name :	Mr. Nilesh Rakholia
Designation :	Finance Manager
Contact No.:	91-265-3927737
Date :	11.09.2013

LOCATIONS

Registered Office :	On Coastal Highway, Village Mujpur, Taluka Padra, Vadodara – 391440, Gujarat, India
Tel. No.:	91-2662-221199
Fax No.:	91-2662-225096
E-Mail :	ssingh@gulbrandsen.com nrakhalia@gulbrandsen.com
Website :	http://www.gulbrandsen.com
Location :	Owned
Corporate Office / Factory :	405, Synergy Square, Krishna Industrial Estate, Vadodara – 390016, Gujarat, India
Tel. No.:	91-265-3927737

DIRECTORS

As on 28.09.2012

Name :	Mr. Jacob George
Designation :	Managing Director
Address :	104 Covered Brdg Cvrd Brdg Frms, Newark, De 197110000, Newark
Date of Birth/Age :	13.09.1950
Date of Appointment :	25.09.2008
DIN :	02354200
Name :	Mr. Donald Edward Gulbrandsen
Designation :	Director
Address :	P O Box 1008, 40, Holand Road, Bedminster, NJ 08809, USA
Date of Birth/Age :	06.08.1961
Date of Appointment :	19.11.1999
DIN :	00096928
Name :	Mr. Eric Dean Carl Smith
Designation :	Director
Address :	728. Milledge Road, Augusta, GA – 30904, USA
Date of Birth/Age :	02.08.1961
Date of Appointment :	01.03.2004
DIN :	00030699

KEY EXECUTIVES

Name :	Mr. Nilesh Rakholia
Designation :	Finance Manager

MAJOR SHAREHOLDERS / SHAREHOLDING PATTERN

As on 28.09.2012

Names of Shareholders	No. of Shares
EW Limited C/O International Management Mauritius Limited, Mauritius	4369515
Donald Gulbrandsen Eric Dean Carl Smith Jacob George	1
Total	4369516

As on 28.09.2012

Equity Share Break up (Percentage of Total Equity)

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 and Exporter of Chemicals.
Products :	Aluminum Chloride Anhydrous Boron Trifluoride (BF3) Stannous Octoate Stannic Chloride Stannous Chloride Tin Tetrachloride Monobutyl Tin Chloride Dibutyl Tin Chloride Tetrabutyl Tin Dibutyl Tin Oxide Dibutyl Tin Dilaurate Glass Coating Triethylaluminum (TEAL) Product Services Friedal-Crafts Reaction Organic Chemical Tolling
Exports :
Products :	Chemicals
Countries :	Europe USA Asian County
Imports :
Products :	Raw Material
Countries :	Singapore Middle East
Terms :
Selling :	Cash / Credit
Purchasing :	Cash / Credit

GENERAL INFORMATION

Customers :

End Users

No. of Employees :

250 (Approximately)

Bankers :

ICICI Bank Limited, Landmark Race Cource Circle, Alkapuri, Baroda - 390015, Gujarat, India

Facilities :

WC Rs.560.000 Millions (From ICICI Bank Limited)

(Rs. In Millions)

Secured Loan	As on 31.03.2012	As on 31.03.2011
Short-term borrowings
Working capital loans from banks	485.225	396.463
Total	485.225	396.463
The Borrowings are secured by hypothecation Companies entire stock of raw materials, semi finished and finished goods, consumable stores and spares and such other moveable’s including book-debts, bills whether documentary or clean outstanding, receivables - both present and future. Exclusive charge given in favor of the bank by way of hypothecation of present and future plant and machineries located at the factory and Exclusive charge by way of equitable mortgage of factory land and building

Banking Relations :
Auditors :
Name :	Bharat Parikh And Associates Chartered Accountants
Address :	509, Shriram Chambers, R.C. Dutt Road, Alkapuri, Vadoadra – 390007, Gujarat, India
PAN No.:	AABFB7439H
Holding Company :	EW Limited, Mauritius
Associate Company :	Gulbrandsen Chemicals Inc., USA Gulbrandsen EC Limited, UK Gulbrandsen Technologies (India) Private Limited, India ARCIL Catalyst Private Limited, India

CAPITAL STRUCTURE

As on 31.03.2012

Authorised Capital :

No. of Shares	Type	Value	Amount
7000000	Equity Shares	Rs.10/-each	Rs.70.000 Millions

Issued, Subscribed & Paid-up Capital :

No. of Shares	Type	Value	Amount
4369516	Equity Shares	Rs.10/-each	Rs.43.695 millions

FINANCIAL DATA

[all figures are in Rupees Millions]

ABRIDGED BALANCE SHEET

SOURCES OF FUNDS	31.03.2012	31.03.2011
I. EQUITY AND LIABILITIES
(1)Shareholders' Funds
(a) Share Capital	43.695	43.695
(b) Reserves & Surplus	790.795	642.665
(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)	834.490	686.360
(3) Non-Current Liabilities
(a) long-term borrowings	356.049	292.458
(b) Deferred tax liabilities (Net)	20.690	15.213
(c) Other long term liabilities	15.807	11.693
(d) long-term provisions	0.000	0.000
Total Non-current Liabilities (3)	392.546	319.364
(4) Current Liabilities
(a) Short term borrowings	485.225	396.463
(b) Trade payables	211.500	148.709
(c) Other current liabilities	23.787	20.640
(d) Short-term provisions	87.692	170.007
Total Current Liabilities (4)	808.204	735.819
TOTAL	2035.240	1741.543
II. ASSETS
(1) Non-current assets
(a) Fixed Assets
(i) Tangible assets	520.114	438.404
(ii) Intangible Assets	0.248	0.482
(iii) Capital work-in-progress	268.546	124.508
(iv) Intangible assets under development	0.000	0.000
(b) Non-current Investments	0.000	0.000
(c) Deferred tax assets (net)	0.000	0.000
(d) Long-term Loan and Advances	7.493	4.323
(e) Other Non-current assets	0.000	0.000
Total Non-Current Assets	796.401	567.717
(2) Current assets
(a) Current investments	0.000	0.000
(b) Inventories	445.135	469.412
(c) Trade receivables	416.563	319.727
(d) Cash and cash equivalents	110.757	102.714
(e) Short-term loans and advances	266.384	281.973
(f) Other current assets	0.000	0.000
Total Current Assets	1238.839	1173.826
TOTAL	2035.240	1741.543

SOURCES OF FUNDS		31.03.2010
SHAREHOLDERS FUNDS
1] Share Capital		43.696
2] Share Application Money		0.000
3] Reserves & Surplus		490.389
4] (Accumulated Losses)		0.000
NETWORTH		534.085
LOAN FUNDS
1] Secured Loans		0.000
2] Unsecured Loans		179.657
TOTAL BORROWING		179.657
DEFERRED TAX LIABILITIES		1.870
TOTAL		715.612
APPLICATION OF FUNDS
FIXED ASSETS [Net Block]		225.441
Capital work-in-progress		186.329
INVESTMENT		0.000
DEFERREX TAX ASSETS		0.000
CURRENT ASSETS, LOANS & ADVANCES
	Inventories	337.912
	Sundry Debtors	177.030
	Cash & Bank Balances	40.849
	Other Current Assets	0.000
	Loans & Advances	182.980
Total Current Assets		738.771
Less : CURRENT LIABILITIES & PROVISIONS
	Sundry Creditors	96.855
	Other Current Liabilities	209.828
	Provisions	128.246
Total Current Liabilities		434.929
Net Current Assets		303.842
MISCELLANEOUS EXPENSES		0.000
TOTAL		715.612

PROFIT & LOSS ACCOUNT

PARTICULARS		31.03.2012	31.03.2011	31.03.2010
SALES
	Income	2139.670	2047.760	1637.190
	Other Income
	TOTAL (A)	2139.670	2047.760	1637.190
EXPENSES
	Office Expenses
	Administrative Expenses	1815.940	1744.350	1474.590
	Advertising Expenses
	TOTAL (B)	1815.940	1744.350	1474.590
PROFIT BEFORE INTEREST, TAX, DEPRECIATION AND AMORTISATION (A-B) (C)		323.730	303.410	216.700
FINANCIAL EXPENSES (D)		27.060	15.310	4.630
PROFIT BEFORE TAX, DEPRECIATION AND AMORTISATION (C-D) (E)		296.670	288.100	212.070
DEPRECIATION/ AMORTISATION (F)		73.250	63.040	49.460
PROFIT BEFORE TAX (E-F) (G)		223.420	225.060	162.610
TAX (H)		75.290	72.79	54.110
PROFIT AFTER TAX (G-H) (I)		148.130	152.270	108.500
PREVIOUS YEARS’ BALANCE BROUGHT FORWARD		357.010	204.740	96.240
BALANCE CARRIED TO THE B/S		505.140	357.010	204.740
EARNINGS IN FOREIGN CURRENCY
	Export Earnings	1673.410	1727.170	NA
TOTAL EARNINGS		1673.410	1727.170	NA
IMPORTS
	Raw Materials	1058.580	1260.280	NA
	Packing Materials	4.23	7.670	NA
	Components and Spare parts	0.820	0.250	NA
	Capital Goods	1.300	3.330	NA
TOTAL IMPORTS		1064.930	1271.530	NA
Earnings Per Share (Rs.)		33.90	34.85	NA

Particulars	31.03.2013
Sales Turnover (Approximately)	2300.000

Expected Sales (2013-14) : Rs.2600.000 Millions

The above information has been parted by Mr. Nilesh Rakholia

KEY RATIOS

PARTICULARS		31.03.2012	31.03.2011	31.03.2010
PAT / Total Income	(%)	6.92	7.44	6.63
Return on Total Assets (PBT/Total Assets}	(%)	12.65	13.92	16.86
Return on Investment (ROI) (PBT/Networth)		0.27	0.33	0.30
Debt Equity Ratio (Total Debt /Networth)		1.01	1.00	0.34
Current Ratio (Current Asset/Current Liability)		1.53	1.60	1.70

LOCAL AGENCY FURTHER INFORMATION

CURRENT MATURITIES OF LONG-TERM DEBT

Rs. In Millions

Particular	31.03.2012	31.03.2011	31.03.2010
Current maturities of long-term debt	17.393	15.181	NA

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	Yes
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	Yes
15]	Capital in the business	Yes
16]	Details of sister concerns	Yes
17]	Major suppliers	No
18]	Major customers	No
19]	Payments terms	Yes
20]	Export / Import details (if applicable)	Yes
21]	Market information	----------------------
22]	Litigations that the firm / promoter involved in	----------------------
23]	Banking Details	Yes
24]	Banking facility details	Yes
25]	Conduct of the banking account	----------------------
26]	Buyer visit details	----------------------
27]	Financials, if provided	Yes
28]	Incorporation details, if applicable	Yes
29]	Last accounts filed at ROC	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	Yes

UNSECURED LOAN

Rs. In Millions

Particular	As on 31.03.2012	As on 31.03.2011
Long-term borrowings
Foreign currency term loans from others	356.049	292.458
Total	356.049	292.458

INDEX OF CHARGES

S.No.	Charge ID	Date of Charge Creation/Modification	Charge amount secured	Charge Holder	Address	Service Request Number (SRN)
1	10305607	12/09/2011	20,000,000.00	ICICI BANK LIMITED	LANDMARK RACE COURCE CIRCLE, ALKAPURI, BARODA - 390015, GUJARAT, INDIA	B20236303
2	10291012	12/07/2011 *	600,000,000.00	ICICI BANK LIMITED	LANDMARK RACE COURCE CIRCLE, ALKAPURI, BARODA - 390015, GUJARAT, INDIA	B16730780
3	10274850	11/07/2011 *	580,000,000.00	ICICI BANK LIMITED	LANDMARK RACE COURCE CIRCLE, ALKAPURI, BARODA - 390015, GUJARAT, INDIA	B16732448

* Date of charge modification

FIXED ASSETS:

· Land and Site Development

· Building

· Plant and Machinery

· Furniture and Fixtures

· Motor Car

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.63.79
UK Pound	1	Rs.100.70
Euro	1	Rs.84.67

INFORMATION DETAILS

Information Gathered by :	SVA
Report Prepared by :	NTH

SCORE & RATING EXPLANATIONS

SCORE FACTORS	RANGE	POINTS
HISTORY	1~10	6
PAID-UP CAPITAL	1~10	5
OPERATING SCALE	1~10	6
FINANCIAL CONDITION
--BUSINESS SCALE	1~10	6
--PROFITABILIRY	1~10	5
--LIQUIDITY	1~10	5
--LEVERAGE	1~10	5
--RESERVES	1~10	6
--CREDIT LINES	1~10	6
--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	NO
--OTHER MERIT FACTORS	YES/NO	YES
DEFAULTER
--RBI	YES/NO	NO
--EPF	YES/NO	NO
TOTAL		50

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

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.