MIRA INFORM REPORT

Report Date :

28.08.2014

IDENTIFICATION DETAILS

Name :	SABERO ORGANICS GUJARAT LIMITED

Registered Office :	Plot No. 2102, G.I.D.C., District Bulsar, Sarigam – 396155, Gujarat

Country :	India

Financials (as on) :	31.03.2014

Date of Incorporation :	29.11.1991

Com. Reg. No.:	04-020753

Capital Investment / Paid-up Capital :	Rs.338.511 Millions

CIN No.: [Company Identification No.]	L24110GJ1991PLC020753

TAN No.: [Tax Deduction & Collection Account No.]	MUMS15850C/ SRTS05781G

PAN No.: [Permanent Account No.]	AABCS5313C

Legal Form :	A Public Limited Liability Company. The Company’s Shares are Listed on the Stock Exchange.

Line of Business :	Manufactures and Markets vide range of Fungicides, Herbicides, Insecticides and Specialty Chemicals.

No. of Employees :	Information declined by the management

RATING & COMMENTS

MIRA’s Rating :

Ba (54)

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

Status :	Good

Payment Behaviour :	Regular

Litigation :	Exist

Comments :	Subject is a subsidiary of “Coromandel International Limited”. It is an established company having a fine track record. Financial position of the company seems to be decent. The ratings also take into consideration the established market position of the subject in the domestic as well as international markets. Trade relations are fair. Business is active. Payment terms are regular and as per commitments. In view of strong management and support of the holding company, the subject can be considered 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 1, 2014

Country Name

Previous Rating

(31.03.2014)

Current Rating

(01.06.2014)

India

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

INDIAN ECONOMIC OVERVIEW

N E W S

As per the latest IMF study, the total weigh of emerging markets in the GDP of the world on a purchasing power parity basis has seen a sizeable shift. It highlights how as against 51 % in 2005, the emerging economies now account for close to 56 % of the global purchasing power GDP as per the latest survey. And with the emerging economies growing at a faster rate than their developed counterparts, there are every possibility that the their share goes up further in the coming years. China may surpass the US over the next few years.

Politics and economics are very intricately connected. They tend to influence each other in ways that could be very complex and far-reaching. The prospects of the India’s economy have been seriously compromised due to political corruption. High inflation, poor standard of living are to a great extent a result of rampant corruption in the country. China on the other hand, seems to be facing diametrically opposite challenge. American hedge fund manager Jim Chanos has been keenly following the political and economic development in the dragon economy and has figured out something that is quite worrying. He is of the view that the Chinese economy could be heading toward trouble on account of new Chinese President Xi Jingping’s very aggressive anti-corruption drive. Chanos believes tat many things such as apartment sales, luxury products, etc. were largely bought with dirty money. And it is now beginning to impact consumption. This may indeed be bad news for an economy that is struggling to transition from an investment-driven export-oriented economy to a domestic consumption-driven economy.

A study published by Firstpost has revealed that asset classes like real estate and equities were the biggest beneficiaries of the liberalization policies. A firm called Ciane Analytics studied returns from assets including equities, gold, fixed deposits, G-Secs and real estate since 1991. Real estate outperformed every other asset classes during the 23-year period with an annualized return of 20 % ! Equities came in second with annualized return of 15.5 % ! However, while these returns may seem mouthwatering, the fact is that the return from equities adjusted for inflation came down to just 7.1 %.

Some brief news are as under

. R-Power to buy Jaypee’s hydro assets

. Investors await justice in NSEL case

. India seeks MFN status from Pakistan ahead of meeting

. Ukrain’s clashes with rebels hinder MH17 crash investigation

. India exploring merger of state-owned hydro PSUs

..Higher costs weigh down profit growth to slowest in 9 quarters

..Wal-Mart to expand wholesale business in India

. GMR group moves to strengthen balance sheet

. Central Bank to sell 4 % stake to Life Insurance Corporation

. Tata Chemicals plans to raise up to Rs 10000 mn.

EXTERNAL AGENCY RATING

Rating Agency Name	CRISIL
Rating	Long Term Rating: A+
Rating Explanation	Adequate degree of safety and low credit risk.
Date	15.11.2013

Rating Agency Name	CRISIL
Rating	Short Term Rating: A1+
Rating Explanation	Very Strong degree of safety lowest credit risk.
Date	15.11.2013

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 has been found enlisted as a defaulter in the publicly available EPF (Employee Provident Fund) Defaulters’ list as of 31-03-2014.

INFORMATION DECLINED

MANAGEMENT NON COOPERATIVE (91-260-2780395)

LOCATIONS

Registered Office/ Factory 1:	Plot No. 2102, G.I.D.C., District Bulsar, Sarigam – 396155, Gujarat, India
Tel. No.:	91-260-2780395/ 2780396/ 915/ 2780852/ 3918500
Fax No.:	91-260-2780853/ 3918500
E-Mail :	mails@sabero.com sabero@quest4india.com sabero@bom3.vsnl.net.in
Website :	http://www.sabero.com

Factory 2:	Plot No. Z/103/G, Dahej SEZ-II, Taluka-Vagra, District Bharuch, Gujarat, India

Corporate Office :	Bezzola Commercial Complex, 3rd Floor, A - Wing, Suman Nagar, Sion Trombay Road, Chembur, Mumbai – 400071, Maharashtra, India
Tel. No.:	91-22-61132400
Fax No.:	91-22-61132405

DIRECTORS

As on 31.03.2014

Name :	Mr. M. K. Tandon
Designation :	Chairman
Date of Birth/Age :	73 Years
Qualification :	Masters Degree in Commerce, Degree in Law
Date of Appointment :	11.07.2011

Name :	Mr. M. M. Venkatachalam
Designation :	Director
Date of Birth/Age :	55 Years
Qualification :	Graduated from the University of Agricultural Sciences, Masters Degree in Business Administration from George Washington University, USA,
Experience :	31 Years
Date of Appointment :	19.12.2011

Name :	Mr. V. Ravichandran
Designation :	Director
Qualification :	Engineering Graduate, Post Graduate Diploma in Management, qualified as Cost Accountant and Company Secretary.
Date of Appointment :	11.07.2011

Name :	Mr. Bhavesh Vora
Designation :	Additional Director
Date of Birth/Age :	47 Years
Qualification :	Chartered Accountant
Experience :	23 Year
Date of Appointment :	10.10.2013

Name :	Mr. Kapil Mehan
Designation :	Director
Date of Birth/Age :	55 Year
Qualification :	Graduate in Veterinary Science and Animal Health, PG Diploma in Management from IIM, Ahmedabad
Experience :	34 Years
Date of Appointment :	19.12.2011

Name :	Mr. G. Veera Bhadram
Designation :	President and Whole-time Director

KEY EXECUTIVES

Name :	Ms. Pritam Vartak
Designation :	Company Secretary

MAJOR SHAREHOLDERS / SHAREHOLDING PATTERN

As on 30.06.2014

Category of Shareholder	Total No. of Shares	Total Shareholding as a % of Total No. of Shares
(A) Shareholding of Promoter and Promoter Group
(1) Indian
Bodies Corporate	25368287	74.94
Any Others (Specify)	0	0.00
Sub Total	25368287	74.94
(2) Foreign
Total shareholding of Promoter and Promoter Group (A)	25368287	74.94
(B) Public Shareholding
(1) Institutions
Mutual Funds / UTI	2100	0.01
Financial Institutions / Banks	3482	0.01
Foreign Institutional Investors	1071294	3.16
Sub Total	1076876	3.18
(2) Non-Institutions
Bodies Corporate	988717	2.92
Individuals
Individual shareholders holding nominal share capital up to Rs. 0.100 Million	3354863	9.91
Individual shareholders holding nominal share capital in excess of Rs. 0.100 Million	2348805	6.94
Any Others (Specify)	713549	2.11
Foreign Corporate Bodies	31200	0.09
Clearing Members	63575	0.19
Overseas Corporate Bodies	2100	0.01
Non Resident Indians	608674	1.80
Trusts	8000	0.02
Sub Total	7405934	21.88
Total Public shareholding (B)	8482810	25.06
Total (A)+(B)	33851097	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)	33851097	0.00

BUSINESS DETAILS

Line of Business :

Manufactures and Markets vide range of Fungicides, Herbicides, Insecticides and Specialty Chemicals.

Products :

Products Description	Item Code No.
Mancozeb	38081029
Trimethyl Phosphite	29310009
Acephate	38081029

GENERAL INFORMATION

No. of Employees :

Information declined by the management

Bankers :

· State Bank of India

· The Ratnakar Bank Limited

· Axis Bank Limited

· Export-Import Bank of India

Facilities :

(Rs. In Millions)

Secured Loan

As on

31.03.2014

As on

31.03.2013

Long Term Borrowings

Term Loans

From Banks

368.012

650.461

From Non Banking Finance Company

0.024

0.263

Short Term Borrowings

From Banks

Cash Credit facilities

883.598

610.369

Packing credit

0.000

239.634

Buyers credit

185.287

260.522

Total

1436.921

1761.249

A. Terms of repayment is as under

Rs. In Millions

		Loan Outstanding as at March 31, 2014	Loan outstanding as at March 31, 2013	Repayment schedule
(i)	Term loans from Banks Axis Bank {Refer Note b(i)}	241.668	301.005	To be repaid in 16 quarterly equal installments. First Payment was made in the month of July, 2013 and Last payment shall be made in the month of April, 2017.
	Ratnakar Bank {Refer Note b(i)}	100.000	200.000	To be repaid in 8 equal quarterly installments. First payment was made in the month of June, 2013 and Last payment shall be made in the month of March, 2015.
	Exim Bank {Refer Note b(i)}	137.500	187.500	To be repaid in 16 equal quarterly installments after moratorium of 24 months from date of first disbursement. First payment was made in January, 2013 and last payment shall be made in the month of October, 2016.
	ECB from Axis Bank	140.512	191.409	To be repaid in 17 equal quarterly installments after
	{Refer Note b(i)}			moratorium of 5 quarters from initial utilisation date. First payment was made in the month of February, 2012 and the Last payment shall be made in the month of February, 2016.
	Foreign Currency Loan from	69.202	85.515	To be repaid in 16 equal quarterly installments after
	Exim Bank {Refer Note b(i)}			moratorium of 24 months from date of first disbursement. First payment was made in the month of January, 2013 and the Last payment shall be made in the month of October, 2016.
	Deutsche Bank {Refer Note b(ii)}	150.000	-	To be repaid in one installment and payment shall be made in the month of March 2015.
(ii)	From Non Banking Finance Companies {Refer Note No. (b) (iii)}
	Tata Motors Finance Limited	0.159	0.279	To be repaid in 59 equal monthly installments. First payment was made in July 2010 and last payment is due in May 2015.
	Kotak Mahindra Prime Limited	-	0.033	To be repaid in 35 equal monthly installments .First payment was made in October 2010 and last payment was made in August 2013.
	Kotak Mahindra Prime Limited	-	0.220	To be repaid in 59 equal monthly installments. First payment was made in February 2010 and last payment is due in December 2014. Prepayment done in March 2014.
		839.041	965.961

b. Security

(i) Rupee Term Loans from Axis Bank and Exim Bank, ECB from Axis Bank, FC Term Loan from Exim Bank and Working Capital Term Loan from Ratnakar Bank are secured by way of pari passu first charge on the entire fixed assets and second pari passu on the entire current assets of the Company.

(ii) Loan from Deutsche Bank is unsecured

(iii) Loans from Non banking finance companies are secured by way of hypothecation of vehicles acquired.

(iv) Rupee Term Loans are in the range of 11% p.a. to 12.75% p.a. and Foreign Currency Term Loans are in the range of 3.40% p.a. to 4.90% p.a.

Security

(i) First pari passu charge on the entire current assets (including Hypothecation of Stock and book debts) both present and future and second pari passu charge on all the fixed assets of the Company, excluding vehicles financed by their lenders.

(ii) Rupee Working Capital is in the range of 10% p.a. to 11% p.a.

(iii) Foreign Currency Working Capital (PCFC/Buyers Credit) is in the range of 1.18% p.a. to 3.45% p.a.


Banking Relations :	---

Auditors :
Name :	Deloitte Haskins and Sells Chartered Accountants
Address :	Tower3, 27^th – 32^nd Floor, Indlabulls Finance Centre, Elphinstone Mill Compound Senapati Bapat Marg, Elphinstone (West), Mumbai – 400013, Maharashtra, India
Tel. No.:	91-22-61854000
Fax No.:	91-22-61854501 / 4601

Ultimate Holding Company :	E.I.D Parry (India) Limited

Holding Company :	Coromandel International Limited (CIL)

Subsidiary :	· Sabero Australia Pty Limited · Sabero Europe B.V. · Sabero Organics America S.A. · Sabero Argentina S.A. · Sabero Mexico S.A. De C.V. w. e. f. April 2013

Associate :	Sabero Organics Philippines Asia Inc

CAPITAL STRUCTURE

As on 31.03.2014

Authorised Capital :

No. of Shares	Type	Value	Amount

36000000	Equity Shares	Rs.10/- each	Rs.360.000 Millions

Issued, Subscribed & Paid-up Capital :

No. of Shares	Type	Value	Amount

33851097	Equity Shares	Rs.10/- each	Rs.338.511 Millions

NOTE:

(i) Reconciliation of number of Equity shares and amount outstanding at the beginning and at the end of the year:

Particulars	As at 31 March 2014
Particulars	Number of Shares	Rs. in Millions
Per last Balance sheet	33,847,787	338.478
Add: converted into fully paid during the year	3,310	0.033
	33,851,097	338.511
Per last Balance sheet-partly paid	18,290	0.073
Less: Shares forfeited	14,980	0.060
Less: Converted to fully paid during the year	3,310	0.013
Issued during year/calls in arrears	--	--
Outstanding at the end of the year	33,851,097	338.511

(ii) Rights, preferences and restrictions attached to equity shares

The Company has one class of Equity Shares having a face value of Rs.10 /- each. Each shareholder is eligible for one vote per share held. The dividend (if any) proposed by the Board of directors is subject to the approval of the shareholders in the ensuing Annual General Meeting, except in the case of interim dividend. In the event of liquidation, the equity shareholders are eligible to receive the remaining assets of the Company in proportion to their shareholdings.

(iii) Details of shares held by the holding company, the ultimate holding company, their subsidiaries and associates:

Particulars	2014
(a) Coromandel International Limited (Holding Company)	25,356,361
(b) Parry Chemicals Limited ( Subsidiary of Holding Company)	--
(c) Pressmet Private Limited	11,926

(iv) Shares held by each shareholder holding more than 5% of equity share capital:

Particulars

As at 31, March

2014

Number of Shares

Coromandel International Limited (Holding Company)

25,356,361

74.91%

(v) The Company has not issued or allotted any shares pursuant to contracts without consideration being received in cash or by way of bonus shares during immediately preceding five years.

(vi) 14,980 (2013:Nil) equity shares of Rs.10 each, Rs.4/- each paid up, with voting rights were forfeited during the current year.

FINANCIAL DATA

[all figures are in Rupees Millions]

ABRIDGED BALANCE SHEET

SOURCES OF FUNDS	31.03.2014	31.03.2013	31.03.2012
I. EQUITY AND LIABILITIES
(1)Shareholders' Funds
(a) Share Capital	338.511	338.551	338.551
(b) Reserves & Surplus	715.160	383.765	306.449
(c) Money received against share warrants	0.000	0.000	0.000

(2) Share Application money pending allotment	0.000	0.000	0.000
Total Shareholders’ Funds (1) + (2)	1053.671	722.316	645.000

(3) Non-Current Liabilities
(a) long-term borrowings	368.036	650.724	642.831
(b) Deferred tax liabilities (Net)	19.217	0.000	0.000
(c) Other long term liabilities	0.000	0.000	0.000
(d) long-term provisions	3.549	9.514	13.221
Total Non-current Liabilities (3)	390.802	660.238	656.052

(4) Current Liabilities
(a) Short term borrowings	2380.239	1919.554	1429.562
(b) Trade payables	1498.528	1447.191	1059.385
(c) Other current liabilities	509.737	417.247	194.547
(d) Short-term provisions	1.594	6.762	4.230
Total Current Liabilities (4)	4390.098	3790.754	2687.724

TOTAL	5834.571	5173.308	3988.776

II. ASSETS
(1) Non-current assets
(a) Fixed Assets
(i) Tangible assets	1558.276	1430.329	1159.386
(ii) Intangible Assets	34.976	37.463	42.036
(iii) Capital work-in-progress	396.385	375.585	441.267
(iv) Intangible assets under development	78.210	58.675	18.776
(b) Non-current Investments	85.219	82.095	82.095
(c) Deferred tax assets (net)	0.000	0.000	0.000
(d) Long-term Loan and Advances	194.574	154.124	208.934
(e) Other Non-current assets	20.342	13.014	2.483
Total Non-Current Assets	2367.982	2151.285	1954.977

(2) Current assets
(a) Current investments	0.000	0.000	0.000
(b) Inventories	804.523	875.540	599.774
(c) Trade receivables	1991.991	1478.033	723.973
(d) Cash and cash equivalents	9.511	102.208	180.037
(e) Short-term loans and advances	525.622	450.869	460.081
(f) Other current assets	134.942	115.373	69.934
Total Current Assets	3466.589	3022.023	2033.799

TOTAL	5834.571	5173.308	3988.776

PROFIT & LOSS ACCOUNT

	PARTICULARS		31.03.2014	31.03.2013	31.03.2012
	SALES
		Income	7202.436	5148.293	3584.267
		Other Income	11.879	9.475	27.957
		TOTAL (A)	7214.315	5157.768	3612.224

Less	EXPENSES
		Cost of Materials Consumed	4576.588	3444.598	2323.320
		Purchases of Stock-in-Trade	0.000	17.246	62.048
		Changes in inventories of finished goods, work-in-progress and Stock-in-Trade	238.580	(165.663)	39.354
		Employees benefits expense	240.912	211.199	232.405
		Other expenses	1374.137	1142.360	1298.705
		Exceptional items	0.000	17.434	0.000
		TOTAL (B)	6430.217	4667.174	3955.832

Less	PROFIT / (LOSS) BEFORE INTEREST, TAX, DEPRECIATION AND AMORTISATION (A-B) (C)		784.098	490.594	(343.608)

Less	FINANCIAL EXPENSES (D)		303.572	298.946	292.494

	PROFIT / (LOSS) BEFORE TAX, DEPRECIATION AND AMORTISATION (C-D) (E)		480.526	191.648	(636.102)

Less/ Add	DEPRECIATION/ AMORTISATION (F)		129.974	113.717	110.393

	PROFIT / (LOSS) BEFORE TAX (E-F) (G)		350.552	77.931	(746.495)

Less	TAX (H)		19.217	0.615	(134.058)

	PROFIT / (LOSS) AFTER TAX (G-H) (I)		331.335	77.316	(612.437)

	EARNINGS IN FOREIGN CURRENCY
		Export Earnings	4216.696	2733.821	1750.127
	TOTAL EARNINGS		4216.696	2733.821	1750.127

	IMPORTS
		Raw Materials	1433.284	1297.398	919.907
		Stores & Spares	0.000	0.107	0.000
		Capital Goods	0.000	9.042	0.733
		Others	7.998	8.030	19.558
	TOTAL IMPORTS		1441.282	1314.577	940.198

	Earnings Per Share (Rs.)		9.79	2.28	(18.08)

KEY RATIOS

PARTICULARS		31.03.2014	31.03.2013	31.03.2012
PAT / Total Income	(%)	4.59	1.50	(16.95)

Net Profit Margin (PBT/Sales)	(%)	4.87	1.51	(20.83)

Return on Total Assets (PBT/Total Assets}	(%)	6.65	1.67	(21.66)

Return on Investment (ROI) (PBT/Networth)		0.33	0.11	(1.16)

Debt Equity Ratio (Total Debt /Networth)		2.61	3.56	3.21

Current Ratio (Current Asset/Current Liability)		0.79	0.80	0.76

FINANCIAL ANALYSIS

[all figures are in Rupees Millions]

DEBT EQUITY RATIO

Particular	31.03.2012	31.03.2013	31.03.2014
	(Rs. In Millions)	(Rs. In Millions)	(Rs. In Millions)
Share Capital	338.551	338.551	338.511
Reserves & Surplus	306.449	383.765	715.160
Net worth	645.000	722.316	1053.671

long-term borrowings	642.831	650.724	368.036
Short term borrowings	1429.562	1919.554	2380.239
Total borrowings	2072.393	2570.278	2748.275
Debt/Equity ratio	3.213	3.558	2.608

YEAR-ON-YEAR GROWTH

Year on Year Growth	31.03.2012	31.03.2013	31.03.2014
	(Rs. In Millions)	(Rs. In Millions)	(Rs. In Millions)
Sales	3584.267	5148.293	7202.436
		43.636	39.899

NET PROFIT MARGIN

Net Profit Margin	31.03.2012	31.03.2013	31.03.2014
	(Rs. In Millions)	(Rs. In Millions)	(Rs. In Millions)
Sales	3584.267	5148.293	7202.436
Profit	(612.437)	77.316	331.335
	(17.09%)	1.50%	4.60%

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	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

LITIGATION DETAILS

HIGH COURT OF GUJARAT

TAX APPEAL No. 491 of 2008

Status : PENDING

( Converted from : ST/861/2008 )

CCIN No : 001092200800491

Last Listing Date:

16/04/2009

Coram

· HONOURABLE MR.JUSTICE K.A.PUJ

· HONOURABLE MR.JUSTICE RAJESH H.SHUKLA

S.NO.

Name of the Petitioner

Advocate On Record

THE COMMISSIONER OF CENTRAL EXCISE & CUSTOMS

MR GAURANG H BHATT for: Appellant(s) 1

S.NO.

Name of the Respondant

Advocate On Record

SABERO ORGANICS GUJARAT LTD.

RULE SERVED for :Opponent(s) 1
MR DEVANG NANAVATI for :Opponent(s) 1

Presented On

: 10/03/2008

Registered On

: 10/03/2008

Bench Category

: DIVISION BENCH

District

: VALSAD

Case Originated From

: THROUGH ADVOCATE

Listed

: 126 times

StageName

: FOR FINAL HEARING - TAX MATTERS

Classification	DB - OJ - TAX APPEAL - CENTRAL EXCISE ACT, 1944 - UNDER SECTION 35G
Act	TAXATION LAWS (CONTINUATION AND VALIDATION OF RECOVERY PROCEEDINGS) ACT, 1964 CENTRAL EXCISES AND SALT ACT, 1944

Office Details

S. No.	Filing Date	Document Name	Advocate Name	Court Fee on Document	Document Details
1	15/08/2008	VAKALATNAMA	MR DEVANG NANAVATI ADVOCATE for RESPONDENT(s) 1	-	MR DEVANG NANAVATI:1
2	15/08/2008	VAKALATNAMA	MR GAURANG H BHATT ADVOCATE for PETITIONER(s) 1	-	MR GAURANG H BHATT:1
3	15/08/2008	DOCUMENT	RULE SERVED for RESPONDENT(s) 1	-	RULE SERVED:1
4	03/02/2009	APPEARANCE NOTE	MR GAURANG H BHATT ADVOCATE for PETITIONER(s) 1	-	MR GAURANG H BHATT:1
Court Proceedings

S. No.

Notified Date

CourtCode

Board Sr. No.

Stage

Action

Coram

16/04/2009

FOR FINAL HEARING - TAX MATTERS

FIXED RULE / ADMIT

· HONOURABLE MR.JUSTICE K.A.PUJ

· HONOURABLE MR.JUSTICE RAJESH H.SHUKLA

Available Orders

S. No.

Case Details

Judge Name

Order Date

CAV

Judgement

Questions

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TAX APPEAL/491/2008

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

· HONOURABLE MR.JUSTICE AKIL KURESHI

16/04/2009

ORDER

UNSECURED LOAN

Rs. In Millions

Particular	As on 31.03.2014	As on 31.03.2013
Short Term Borrowings
From Banks
Packing Credit	686.925	249.896
Buyers Credit	374.429	159.133
Other loans
Commercial Paper (Maximum Balance outstanding during the year Rs.1200.000 Millions	250.000	250.000
Inter Corporate Deposit	0.000	150.000
Total	1311.354	809.029

OPERATIONS

The Company’s Revenue from Operations (Net) increased by 40%, from Rs. 5148.200 Millions in 2012-13 to Rs.7202.400 Millions in 2013-14. Profit before Exceptional Items and Taxation increased from Rs. 95.365 Millions in 2012-13 to Rs. 350.552 Millions in 2013-14.

For the year ended 31st March, 2014, the Operating Profit i.e. EBIDTA was Rs.784.098 Millions, as against Rs.508.028 Millions in the preceding year 2012-13. Profit after Tax was Rs. 331.335 Millions for the year 2013-14, compared to Rs. 77.316 Millions for Financial Year 2012-13.

AMALGAMATION WITH COROMANDEL INTERNATIONAL LIMITED

The Directors have, at their meeting held on 24th January, 2014, approved a Scheme of Amalgamation for merger of the Company with its holding company, Coromandel International Limited. Company has received NOC from the Stock Exchanges as required under the Listing Agreement and is in process of obtaining the approval of the shareholders, creditors, Hon’ble High Court of Gujarat, and such other authorities, as may be required. The Scheme will be with effect from 1st April 2014 but would become operative after receipt of all necessary approvals.

MANAGEMENT DISCUSSION AND ANALYSIS

BUSINESS ENVIRONMENT

The Agro chemicals industry has a strong linkage to Agriculture, which itself is heavily dependent on vagaries of monsoon. Various other critical factors impacting its robust growth include availability of credit, irrigation facilities and other needed agri inputs. Occurence of pests and plant diseases are perennial risk factors where the agro chemicals industry comes into play.

Global population dynamics especially in countries with limited arable land, and those with poor irrigation infrastructure find themselves confronting the challenge of feeding their millions of populace and ensuring food security year in and year out. Improving farm productivity across all agri and horticultural crops continually is the big challenge and taking timely and appropriate recourse to agro chemical applications is now universally accepted as a sine quo non.

For the Agro chemical Industry, the potential for robust and sustained growth against the backdrop of demand – production gap in agriculture sector year in and year out is loud and clear. The challenge for the industry lies in its capability to come up with safe and efficient products and applications for pest control and for eradication of plant diseases leading to maximizing yields from the available land under cultivation. For the Industry to grow exponentially, the challenge lies in developing new products through intensive R & D to innovate and come up from time to time with new products that are environmentally safe and efficient over the long term and are proven cost effective as well.

GLOBAL AGRO-CHEMICAL INDUSTRY OVERVIEW

Latin America, Europe and Asia account for more than 75% of the global market size and these regions taken together have been reporting consistent year on year growth. In 2013, the Industry reported a growth of 11.2% in nominal terms and 9% in real terms and has reached a size of $ 53 billion. Latin America emerged as the largest market in terms of size in 2013 with a high growth of 26.9% over 2012. Europe recorded a growth of about 9.5% and Asia grew by a marginal 1.3% over 2012. The growth is largely facilitated by strong commodity prices and it is expected that the Industry will fare strongly over the next few years at an average rate of 5% annually reaching a size of $ 60 billion by 2017.

Indian agro-chemical Industry has been growing at the rate of about 8 to 9% over the past seven years and the Industry size is estimated at $ 3.8 billion with exports accounting for about 50%.

The Industry growth in recent years is largely driven on the back of increasing volumes in agricultural production and higher commodity prices. It is estimated that the Industry would continue to grow by about 9% annually in domestic brand business and at about 15% in exports from India reaching a size of $ 7 billion by 2017.

COMPANY PERFORMANCE

During the year 2013-14, the Company continued its focus on improving performance across all aspects of the business operations viz., enhance manufacturing capability and ensuring consistency in production, improving compliance to environmental regulations, improvement in yields and reduction in conversion costs, scaling up business in critical high value markets, leverage international product registrations and enhancing portfolio of product registrations for increasing market access in critical markets enabling profitable growth.

The measures implemented by the Company in recent years and continued in 2013-14 have led to significant progress in various critical areas of performance:

· Manufacturing capacity of key molecules enhanced with improved efficiencies

· Consistency in Propineb product quality established. The product gained good acceptance globally

· Plant reliability and safety improved with reconstruction of certain plants in Sarigam to ensure higher capacity and volumes in the coming years

· Leveraged existing portfolio of product registrations to scale up volumes across geographies

· Increased volumes and presence in Central America through subsidiary in Mexico

· Enhanced portfolio of product registrations

These initiatives contributed to the Sales Turnover increasing by 40% over 2012-13. The share of exports increased from 59% in 2012-13 to 62% in 2013-14 with greater focus on exports.

OUTLOOK

The world’s population is expected to reach 9 billion by 2050. As population increases, natural resources will become scarcer, mainly due to insufficient arable land reserves, increasing urbanization and progressive climate change. The Agro-chemical Industry in expected to maintain its growth trend. With growing income levels and reduced labour availability, the industry growth will be led by fungicides and herbicides.

Despite relative competitive advantage of China, Indian industry continues to improve on its performance in Agro-chemicals largely owing to its superiority in select molecules and access to international markets through product registrations and marketing capabilities. This is likely to be maintained and the gap is expected to narrow down in the coming year(s) in view of the challenge from China getting whittled down as their costs are going upwards due to stricter environmental compliance requirements in China and their currency, Yuan, appreciating in recent times.

With an upsurge in confidence from the significantly improved performance in the year 2013-14, the Company is optimistic about further improving on its performance with ongoing and planned initiatives ahead.

AMALGAMATION

The Board of Directors of the Company and Coromandel International Limited (Coromandel), its holding Company, in their meetings held on 24th January 2014, have approved a Scheme of Amalgamation under Sections 391 and 394 of the Companies Act, 1956 ('the scheme') for amalgamation of the Company with Coromandel subject to the approval of the stock exchanges, the respective shareholders and the creditors, the concerned High courts and other regulations. The Company has received the 'NOC' from the stock exchanges and is in the process of filing application before the High Court. As per the Scheme, the Appointed/Transfer date of amalgamation is 1st April 2014 and on the Record Date to be fixed after receipt of all approvals, the public shareholders of Sabero shall be issued 5 equity shares of Rs.1 each in Coromandel for every 8 equity shares of Rs.10 each held in the Company.

INDEX OF CHARGES

S.No.	Charge ID	Date of Charge Creation/Modification	Charge amount secured	Charge Holder	Address	Service Request Number (SRN)
1	10479802	06/02/2014	2,909,500,000.00	3I INFOTECH TRUSTEESHIP SERVICES LIMITED	3RD TO 6TH FLOOR, INTERNATIONAL INFOTECH PARK,, TOWER NO.5, VASHI RAILWAY STATION COMPLEX, VASHI, NAVI MUMBAI, MAHARASHTRA - 400703, INDIA	B97287163
2	10446467	12/08/2013	1,609,500,000.00	STATE BANK OF INDIA	COMMERCIAL BRANCH, N. G. N. VAIDYA MARG, HORNIMAN CIRCLE, MUMBAI, MAHARASHTRA - 400001, INDIA	B83740035
3	10355944	27/04/2012	300,000,000.00	AXIS BANK LIMITED	FORT BR., UNIVERSAL INSU. BLDG.,, SIR P.M ROAD, FORT, MUMBAI, MAHARASHTRA - 400001, INDIA	B39685961
4	10355037	22/03/2012	350,000,000.00	THE RATNAKAR BANK LIMITED	SHAHUPURI,KOLHAPUR,, KOLHAPUR, MAHARASHTRA - 416001, INDIA	B39424916
5	10333799	31/03/2012 *	650,000,000.00	AXIS BANK LIMITED	FORT BR., UNIVERSAL INSU. BLDG.,, SIR P.M ROAD, FORT, MUMBAI, MAHARASHTRA - 400001, INDIA	B37970415
6	10333233	05/12/2011	540,000,000.00	STATE BANK OF INDIA	COMMERCIAL BRANCH, N. G. N. VAIDYA MARG, HORNIMAN CIRCLE, MUMBAI, MAHARASHTRA - 400001, INDIA	B31103369
7	10259770	18/07/2011 *	100,000,000.00	EXPORT IMPORT BANK OF INDIA	FLOOR 21, CENTRE ONE BUILDING,, WORLD TRADE CENTRE COMPLEX, CUFFE PARADE, MUMBAI, MAHARASHTRA - 400005, INDIA	B18671818
8	10259753	18/07/2011 *	200,000,000.00	EXPORT IMPORT BANK OF INDIA	FLOOR 21, CENTRE ONE BUILDING,, WORLD TRADE CENTRE COMPLEX, CUFFE PARADE, MUMBAI, MAHARASHTRA - 400005, INDIA	B18466367
9	10234764	18/07/2011 *	414,000,000.00	AXIS BANK LIMITED	JEEVAN PRAKASH BUILDING, SIR P. M. ROAD,, FORT, MUMBAI, MAHARASHTRA - 400002, INDIA	B18474981
10	90103548	28/10/2003	30,000,000.00	UNION BANK	INDUSTRIAL FINANCE BRANCH, 239 VIDHAN BHAVAN MARG NARIMAN POINT, MUMBAI, MAHARASHTRA - 400021, INDIA	-
11	90103503	29/09/2000	10,000,000.00	UNION BANK	INDUSTRIAL FINANCE BRANCH, 239 VIDHAN BHAVAN MARG NARIMAN POINT, MUMBAI, MAHARASHTRA - 400021, INDIA	-
12	90102762	26/11/2012 *	1,341,000,000.00	UNION BANK OF INDIA (LEAD BANK)	UNION BANK BHAVAN, 239, VIDHAN BHAVAN MARG,, NARIMAN POINT,, MUMBAI, MAHARASHTRA - 400021, INDIA	B64158033
13	80067169	15/06/1998 *	40,000,000.00	UNION BANK OF INDIA	239,VIDHAN BHAVAN, NARIMAN POINT, MUMBAI, MAHARASHTRA - 400021, INDIA	-
14	80067167	16/06/1997	2,500,000.00	UNION BANK OF INDIA	INDL. FIN. BR. UNION BANK BHAVAN,1ST FLOOR, 239,VIDH AN BHAVAN MARG, NARIMAN MARG, MUMBAI, MAHARASHTRA - 400021, INDIA	-
15	80066217	27/08/1996	166,000,000.00	UNION BANK OF INDIA	239,VIDHAN BHAWAN, NARIMAN POINT, MUMBAI, MAHARASHTRA - 400021, INDIA	-
16	90103026	26/11/2012 *	1,341,000,000.00	UNION BANK OF INDIA (LEAD BANK)	UNION BANK BHAVAN, 239, VIDHAN BHAVAN MARG,, NARI MAN POINT,, MUMBAI, MAHARASHTRA - 400021, INDIA	B64157894
17	80067166	06/07/1995	6,500,000.00	UNION BANK OF INDIA	INDL. FIN. BR. UNION BANK BHAVAN,1ST FLOOR, 239,VIDH AN BHAVAN MARG, NARIMAN MARG, MUMBAI, MAHARASHTRA - 400021, INDIA	-
18	80067163	31/08/1994	2,000,000.00	UNION BANK OF INDIA	239,VIDHAN BHAVAN,1ST FLOOR, NARIMAN POINT, BOMBAY, MAHARASHTRA - 400021, INDIA	-
19	80067162	20/11/1998 *	10,000,000.00	UNION BANK OF INDIA	INDUSTRIAL FINANCE BR.239,VIDHAN BHAVAN MARG, NARIMAN POINT, BOMBAY, MAHARASHTRA - 400021, INDIA	-
20	80067164	15/03/1996 *	45,000,000.00	UNION BANK OF INDIA	IND.FINANCE BR.1ST FLOOR, 239,VIDHAN BHAVAN MARG, BOMBAY, MAHARASHTRA - 400021, INDIA	-
21	80067165	20/11/1998 *	60,000,000.00	UNION BANK OF INDIA	INDU.FINA.BR.UNION BANK BHAVAN 1ST FLOOR, 239,VIDHAN BHAVAN MARG, NARIMAN POINT, BOMBAY, MAHARASHTRA - 400021, INDIA	-
22	80067161	23/11/1993	10,000,000.00	UNION BANK OF INDIA	INDUSTRIAL FINANCE BRANCH, 239,VIDHAN BHAVAN MARG, NARIMAN POINT, BOMBAY, MAHARASHTRA - 400021, INDIA	-

* Date of charge modification

FIXED ASSETS

· Freehold Land

· Leasehold Land

· Building

· Plant and Machinery

· Furniture and Fixtures

· Vehicles

· Computer

· Office Equipment

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.60.47
UK Pound	1	Rs.100.15
Euro	1	Rs.79.65

INFORMATION DETAILS

Information Gathered by :	HET

Analysis Done by :	RAS

Report Prepared by :	NTH

SCORE & RATING EXPLANATIONS

SCORE FACTORS	RANGE	POINTS
HISTORY	1~10	6
PAID-UP CAPITAL	1~10	6
OPERATING SCALE	1~10	7
FINANCIAL CONDITION
--BUSINESS SCALE	1~10	7
--PROFITABILIRY	1~10	6
--LIQUIDITY	1~10	5
--LEVERAGE	1~10	6
--RESERVES	1~10	6
--CREDIT LINES	1~10	5
--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		54

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.