MIRA INFORM REPORT

Report Date :

18.02.2014

IDENTIFICATION DETAILS

Name :	TCPL PACKAGING LIMITED
Registered Office :	Shiv Smriti Chambers, 49, Dr. Annie Besant Road, Worli, Mumbai – 400018, Maharashtra
Country :	India
Financials (as on) :	31.03.2013
Date of Incorporation :	27.08.1987
Com. Reg. No.:	11-44505
Capital Investment / Paid-up Capital :	Rs. 87.000 Millions
CIN No.: [Company Identification No.]	L22210MH1987PTC044505
IEC No.:	05001962723
TAN No.: [Tax Deduction & Collection Account No.]	MUMT09495D
PAN No.: [Permanent Account No.]	AAACT1406
Legal Form :	A Public Limited Liability company. The company’s Shares are Listed on the Stock Exchanges.
Line of Business :	Manufacturer of Paper board-based printed packaging material.
No. of Employees :	1029 (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 3100000
Status :	Satisfactory
Payment Behaviour :	Regular
Litigation :	Clear
Comments :	Subject is an established company having satisfactory track record. Company has performance well. Financial position of the company is decent. Trade relation reported to be fair. Business is active. Payment terms are reported to be regular and as per commitment. The company can be considered for 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.

INDIAN ECONOMIC OVERVIEW

The worst is over for India’s economy with gross domestic product likely to expand 5 %to 5.5 % this year and more than 6 % in 2015, according to Moody’s Analytics. Concerns over the rupee and current account deficit are under control, said the agency. Ratings firm Crisil has forecast 6 % growth for 2014/15 up from the estimated 4.8 % for 2013/14.  Total economic growth, infrastructure bottlenecks and lack of transparency and consistency in foreign direct investment policies seem to have taken a toll on India’s attractiveness as an investment destination, says an Ernst & Young survey.  Projects with FDI component fell 16.4 % across the globe in 2012 from the previous year.  The drop in India was steeper at 21 %. State run carrier Air India is doling out free tickets to its 24000 employees, even as it expects to incur a loss of Rs 39000 mn this financial year and has a debt of Rs 350000 mn. 550000 number of jobs generated across India in 2013, a fall of 0.4 % as compared to with a year earlier. The National Capital Region has a one-fourth share in total jobs created, according to a study by industry lobby group Assochem, Banks, real estate, automobile and telecommunications sectors are showing a rise of job creation. $ 805 mn investments by venture capital firms in India during 2013, registering a drop of about 18 % over the previous year. The Information Technology and IT-Enabled Services Industry retained its status as the favourable venture capital investors in 2013. Pakistan has temporarily banned gold imports for the second time in six months, as it tries to stem smuggling into India. India’s import duty on gold is 10 % and curbs on purchases have dried up legal imports into what used to be the world’s biggest bullion buyers. The World Gold Council puts the amount smuggled into India at upto 200 tonnes in 2013. The Reserve Bank of India has proposed that unclaimed bank deposits estimated to be about Rs 35000 mn be used for education and awareness among depositors.  According to the plan, deposits that have not been claimed for at least 10 years will be transferred to the scheme.

EXTERNAL AGENCY RATING

Rating Agency Name	CARE
Rating	Long term bank facilities: “BBB+”
Rating Explanation	Moderate credit quality and average credit risk.
Date	08.04.2013

Rating Agency Name	CARE
Rating	Short term bank facilities: “A2+”
Rating Explanation	Strong degree of safety and low credit risk.
Date	08.04.2013

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 DENIED BY

Name :	Mr. Vivek Poddar
Designation :	General manager Finance
Contact No.:	91-22-56606006
Date :	15.02.2014

LOCATIONS

Registered Office/ Head Office :	Shiv Smriti Chambers, 49, Dr. Annie Besant Road, Worli, Mumbai – 400018, Maharashtra, India
Tel. No.:	91-22-56606006
Fax No.:	91-22-24935893
E-Mail :	info@tcpl.in nanavati@tcpl.in
Website :	www.tcpl.in
Location :	Owned
Factory 1 :	Silvassa Plot No. 2D, 3A, 3B, 12, 13C, 13D, 17, 18, 21A, 22 and 118 Government Industrial Estate, Masat, Silvassa, Union Territory of Dadra and Nagar Haveli 396230
Tel. No.:	91-260-2640259 / 2640067
Fax No.:	91-260-2640066
Factory 2 :	Haridwar Factory - Northern India Plot No.1 and 2, Sector 6A, Integrated Industrial Estate, BHEL, Haridwar, Uttarakhand - 249403, India
Tel. No.:	91-1334-239176-9/ 395217
Fax No.:	91-1334-239175
Factory 3 :	Goa Factory - Western India Shed No.1 and 2, Plot No.124 and 127A, Kundaim Industrial Estate, Kundaim, Ponda, Goa-403115
Tel. No.:	91-832-2395235/ 40
Branch Office :	B-57, Second Floor, Kalkaji, New Delhi – 110019, India
Tel. No.:	91-11-26441480 / 11
Fax No.:	91-11-26442531

DIRECTORS

As on: 31.03.2013

Name :	Mr. Sajjan Jindal
Designation :	Chairman
Name :	Mr. Pradip Kumar Khaitan
Designation :	Director
Name :	Mr. Rishav Kanoria
Designation :	Executive Director
Name :	Mr. C.M. Maniar
Designation :	Director
Name :	Mr. Sudhir Merchant
Designation :	Director
Name :	Mr. Atul Sud
Designation :	Director
Name :	Mr. K.K. Kanoria
Designation :	Whole-Time Director
Name :	Mr. Saket Kanoria
Designation :	Managing Director
Name :	Mr. S. G. Nanavati
Designation :	Executive Director

KEY EXECUTIVES

Name :	Mr. Pravin Karambelkar
Designation :	Company Secretary

MAJOR SHAREHOLDERS / SHAREHOLDING PATTERN

As on: 31.12.2013

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
Individuals / Hindu Undivided Family	868271	9.98
Bodies Corporate	4129353	47.46
Sub Total	4997624	57.44
(2) Foreign
Total shareholding of Promoter and Promoter Group (A)	4997624	57.44
(B) Public Shareholding
(1) Institutions
Mutual Funds / UTI	3600	0.04
Sub Total	3600	0.04
(2) Non-Institutions
Bodies Corporate	1169064	13.44
Individuals
Individual shareholders holding nominal share capital up to Rs. 0.100 million	1382366	15.89
Individual shareholders holding nominal share capital in excess of Rs. 0.100 million	1025267	11.78
Any Others (Specify)	122079	1.40
Clearing Members	7842	0.09
Hindu Undivided Families	15427	0.18
Non Resident Indians	96228	1.11
Market Maker	682	0.01
Directors & their Relatives & Friends	1900	0.02
Sub Total	3698776	42.51
Total Public shareholding (B)	3702376	42.56
Total (A)+(B)	8700000	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)	8700000	0.00

Shareholding belonging to the category "Promoter and Promoter Group"

Sl.No.	Name of the Shareholder	Details of Shares held
		No. of Shares held	As a % of grand total (A)+(B)+(C)
1	Accurafrom Private Limited	15,45,173	17.76
2	Narmada Fintrade Limited	11,10,911	12.77
3	AMVD Holdings Private Limited	5,10,000	5.86
4	Sampannta Investments Private Limited	4,55,000	5.23
5	Samridhi Holding Private Limited	2,68,269	3.08
6	Saubhagya Investors and Dealers Private Limited	2,40,000	2.76
7	Vidur Kanoria	2,13,650	2.46
8	Rishav Kanoria	1,69,521	1.95
9	Akshay Kanoria	1,69,333	1.95
10	Urmila Kanoria	1,35,650	1.56
11	Kahini Saket Kanoria	1,21,000	1.39
12	Sangita Jindal	40,067	0.46
13	Kailash Kumar Kanoria	19,000	0.22
14	Sajjan Jindal	50	0.00
	Total	49,97,624	57.44

Shareholding belonging to the category "Public" and holding more than 1% of the Total No. of Shares

Sl. No.	Name of the Shareholder	No. of Shares held	Shares as % of Total No. of Shares
1	Molecular Trading and Mercantile Private Limited	145192	1.67
2	Anil Kumar Goel	520000	5.98
3	Powersurfer Interactive India Private Limited	900000	10.34
4	Sanjay Devkinandan Gupta	145000	1.67
	Total	1710192	19.66

Shareholding belonging to the category "Public" and holding more than 5% of the Total No. of Shares

Sl. No.	Name(s) of the shareholder(s) and the Persons Acting in Concert (PAC) with them	No. of Shares	Shares as % of Total No. of Shares
1	Anil Kumar Goel	520000	5.98
2	Powersurfer Interactive India Private Limited	900000	10.34
	Total	1420000	16.32

Details of Locked-in Shares

Sl. No.	Name of the Shareholder	No. of Shares	Locked-in Shares as % of Total No. of Shares
1	Accuraform Private Limited	3,50,000	4.02
	Total	3,50,000

BUSINESS DETAILS

Line of Business :

Manufacturer of Paper board-based printed packaging material.

GENERAL INFORMATION

No. of Employees :

1029 (Approximately)

Bankers :

· Dena Bank

· Axis Bank

· ICICI Bank

Facilities :

(Rs. In Millions)

Secured Loan	As on 31.03.2013	As on 31.03.2012
Long-term borrowings
From banks In Rupee currency	337.617	369.324
From banks In foreign currency	261.036	303.740
From others In Rupee currency	13.483	22.396
Short term borrowings
Working Capital loan from Banks	543.604	351.349
Acceptances	79.349	49.256
Total	1235.089	1096.065
Note: The loans from banks are secured by First pari passu charge on movable and immovable assets of the Company situated at Haridwar and Silvassa both present and future and Second pari passu charge by way of hypothecation of the Company's entire stock and other movables including book debts, bills, outstanding monies, receivables both present and future. The loans from others are secured by hypothecation of specific machinery / assets for which loans are availed. Rupee Term Loan from banks carries interest in the range of 13% to 13.50% p.a. and Foreign Currency Loans from banks carries interest at LIBOR + ranging from 100 to 200 basis points. The loans are repayable in monthly / quarterly instalments. Rupee loans from others carries interest in the range of 13% to 15% p.a. and are repayable in monthly instalments. Unsecured loan is taken from a body corporate carrying interest @ 16% p.a. and is repayable in May 2014. Working Capital Loans and Acceptances are secured by pari passu charge by way of hypothecation of raw materials, semi-finished goods, finished goods, tools and spares, packing material, book debts and assignment of actionable claims. The loan is repayable on demand and carries interest in the range of 13% to 13.50% p.a.

Banking Relations :	--
Auditors :
Name :	Shah Gupta and Company Chartered Accountants
Other Related Parties:	· Accura Reprotech Private Limited · Narmada Fintrade Limited · Flixit Animations Private Limited (Formely known as TCPL Helios India Private Limited)

CAPITAL STRUCTURE

As on: 31.03.2013

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
8700000	Equity Shares	Rs.10/- each	Rs. 87.000 Millions

Reconciliation of Equity shares outstanding at the beginning and at the end of the year

Particulars	No.	As at 31st March, 2013
Equity shares outstanding at the beginning of the year	8700000	87.000
Add : Issued on account of Conversion of Warrants	--	--
At the end of the year	8700000	87.000

Terms attached to equity share

The Company has only one class of equity shares having par value of Rs. 10/- 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.

Details of shareholders holding more than 5% shares in the company

	No.	As at 31st March, 2012 % holding
Accuraform Private Limited	1404873	16.15
Narmada Fintrade Limited	1089831	12.53
Powersurfer Interactive (India) Private Limited	900000	10.34
AMVD Holding Private Limited	510000	5.86
Sampannta Investment Private Limited	455000	5.23
	4359704	50.11

FINANCIAL DATA

[all figures are in Rupees Millions]

ABRIDGED BALANCE SHEET

SOURCES OF FUNDS	31.03.2013	31.03.2012	31.03.2011
I. EQUITY AND LIABILITIES
(1)Shareholders' Funds
(a) Share Capital	87.000	87.000	83.500
(b) Reserves & Surplus	692.675	577.709	504.092
(c) Money received against share warrants	0.000	6.875	10.375
(2) Share Application money pending allotment	0.000	0.000	0.000
Total Shareholders’ Funds (1) + (2)	779.675	671.584	597.967
(3) Non-Current Liabilities
(a) long-term borrowings	632.136	695.460	485.011
(b) Deferred tax liabilities (Net)	100.637	92.763	75.617
(c) Other long term liabilities	5.280	4.244	3.050
(d) long-term provisions	17.550	15.258	15.470
Total Non-current Liabilities (3)	755.603	807.725	579.148
(4) Current Liabilities
(a) Short term borrowings	622.953	400.605	307.757
(b) Trade payables	360.560	282.805	214.734
(c) Other current liabilities	354.189	259.371	202.090
(d) Short-term provisions	60.474	47.237	33.087
Total Current Liabilities (4)	1398.176	990.018	757.668
TOTAL	2933.454	2469.327	1934.783
II. ASSETS
(1) Non-current assets
(a) Fixed Assets
(i) Tangible assets	1606.097	1454.773	1088.849
(ii) Intangible Assets	4.376	5.531	6.282
(iii) Capital work-in-progress	12.330	29.853	60.833
(iv) Intangible assets under development	0.000	0.000	0.000
(b) Non-current Investments	0.000	0.000	0.000
(c) Deferred tax assets (net)	0.000	0.000	0.000
(d) Long-term Loan and Advances	49.449	67.518	62.911
(e) Other Non-current assets	12.865	23.387	5.687
Total Non-Current Assets	1685.117	1581.062	1224.562
(2) Current assets
(a) Current investments	0.000	0.000	0.000
(b) Inventories	449.016	364.996	291.597
(c) Trade receivables	702.900	469.528	372.703
(d) Cash and cash equivalents	26.012	5.646	2.484
(e) Short-term loans and advances	50.514	33.881	31.341
(f) Other current assets	19.895	14.214	12.096
Total Current Assets	1248.337	888.265	710.221
TOTAL	2933.454	2469.327	1934.783

PROFIT & LOSS ACCOUNT

	PARTICULARS		31.03.2013	31.03.2012	31.03.2011
	SALES
		Income	3676.353	2791.721	2369.771
		Other Income	56.554	41.744	32.299
		TOTAL (A)	3732.907	2833.465	2402.070
Less	EXPENSES
		Cost of Materials consumed	2171.692	1624.316	1379.335
		Changes in inventories of finished goods and work-in-progress	(4.587)	(29.430)	(12.645)
		Employee benefits expense	243.004	178.202	152.128
		Other expenses	764.825	611.774	535.533
		Loss / (Gain) on account of exchange rate differences	1.430	35.346	6.209
		TOTAL (B)	3176.364	2420.208	2060.560
Less	PROFIT BEFORE INTEREST, TAX, DEPRECIATION AND AMORTISATION (A-B) (C)		556.543	413.257	341.510
Less	FINANCIAL EXPENSES (D)		149.568	119.650	98.375
	PROFIT BEFORE TAX, DEPRECIATION AND AMORTISATION (C-D) (E)		406.975	293.607	243.135
Less/ Add	DEPRECIATION/ AMORTISATION (F)		203.527	179.665	146.254
	PROFIT BEFORE TAX (E-F) (G)		203.448	113.942	96.881
Less	TAX (H)		68.384	36.892	34.011
	PROFIT AFTER TAX (G-H) (I)		135.064	77.050	62.870
Add	PREVIOUS YEARS’ BALANCE BROUGHT FORWARD		20.911	4.084	5.771
Less	APPROPRIATIONS
		Transfer to General Reserve	100.000	40.000	50.000
		Dividend	23.055	17.400	12.525
		Tax on Dividend	3.918	2.823	2.032
	BALANCE CARRIED TO THE B/S		29.002	20.911	4.084
	EARNINGS IN FOREIGN CURRENCY
		Export of Goods on FOB Basis	727.295	486.443	310.139
	TOTAL EARNINGS		727.295	486.443	310.139
	IMPORTS
		Raw Materials	130.360	309.773	53.335
		Capital Goods	130.319	81.872	105.144
		Consumables	74.247	40.445	39.583
	TOTAL IMPORTS		334.926	432.090	198.062
	Earnings Per Share (Rs.)		15.52	8.93	7.69

QUARTERLY RESULTS

PARTICULARS	30.06.2013	30.09.2013
Audited / Unaudited	1^st Quarter	2^nd Quarter
Net Sales	977.300	847.200
Total Expenditure	835.400	718.700
PBIDT (Excl OI)	141.900	128.500
Other Income	0.000	4.900
Operating Profit	141.900	133.400
Interest	43.100	43.600
Exceptional Items	0.000	0.000
PBDT	98.700	89.900
Depreciation	57.800	54.300
Profit Before Tax	41.000	35.600
Tax	15.200	12.700
Provisions and contingencies	0.000	0.000
Profit After Tax	25.800	22.900
Extraordinary Items	0.000	0.000
Prior Period Expenses	0.000	0.000
Other Adjustments	0.000	0.000
Net Profit	25.800	22.900

KEY RATIOS

PARTICULARS		31.03.2013	31.03.2012	31.03.2011
PAT / Total Income	(%)	3.61	2.71	2.61
Return on Total Assets (PBT/Total Assets}	(%)	6.97	4.68	5.17
Return on Investment (ROI) (PBT/Networth)		0.27	0.17	0.16
Debt Equity Ratio (Total Debt/Networth)		1.61	1.63	1.32
Current Ratio (Current Asset/Current Liability)		0.89	0.90	0.93

FINANCIAL ANALYSIS

[all figures are in Rupees Millions]

DEBT EQUITY RATIO

Particular	31.03.2011	31.03.2012	31.03.2013
	(Rs. In Millions)	(Rs. In Millions)	(Rs. In Millions)
Share Capital	83.500	87.000	87.000
Reserves & Surplus	504.092	577.709	692.675
Net worth	587.592	664.709	779.675
long-term borrowings	485.011	695.460	632.136
Short term borrowings	307.757	400.605	622.953
Total borrowings	792.768	1,096.065	1,255.089
Debt/Equity ratio	1.349	1.649	1.610

YEAR-ON-YEAR GROWTH

Year on Year Growth	31.03.2011	31.03.2012	31.03.2013
	(Rs. In Millions)	(Rs. In Millions)	(Rs. In Millions)
Sales	2,369.771	2,791.721	3,676.353
		17.806	31.688

NET PROFIT MARGIN

Net Profit Margin	31.03.2011	31.03.2012	31.03.2013
	(Rs. In Millions)	(Rs. In Millions)	(Rs. In Millions)
Sales	2,369.771	2,791.721	3,676.353
Profit	62.870	77.050	135.064
	2.65%	2.76%	3.67%

LOCAL AGENCY FURTHER INFORMATION

CURRENT MATURITIES OF LONG-TERM DEBT DETAILS: NOT AVAILABLE

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	No
17]	Major suppliers	No
18]	Major customers	No
19]	Payments terms	Yes
20]	Export / Import details (if applicable)	No
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	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

UNSECURED LOAN

(Rs. In Millions)

Particulars	As on 31.03.2013	As on 31.03.2012
Long-term borrowings
From Others	20.000	0.000
Total	20.000	0.000

WORKING REVIEW AND PERFORMANCE

WORKING REVIEW:

During the year 2012-13, the gross turnover of the Company has increased to Rs. 3887.800 millions from Rs. 2956.800 millions for the previous year ended 31st March 2012 representing a growth of 31.49%. The Company has converted 41773 MT of paperboard as against 33194 MT in the previous year. As usual, the Company continues to do significant share of its business by the conversion route. However, had all the products been sold on sales basis, the turnover would have been Rs. 4208.300 millions as against Rs. 3370.400 millions, representing a growth of 24.86%.

Exports of the Company have witnessed significant increase over the previous year. The Company’s exports for the year ended 31st March, 2013 has increased to an all-time high of Rs. 856.900 millions, an increase from Rs. 506.200 millions for the previous year, representing a growth of 69.28 %.

During the year, the Company has earned an EBIDTA of Rs. 558.000 millions as compared to Rs. 448.600 millions, an increase of 24.39 % over the previous year.

PERFORMANCE:

SILVASSA FACTORY:

During the year, the operations of the three units in Silvassa have been satisfactory.

The performance of the factories at Silvassa has been encouraging and all the units have significantly contributed to the growth in sales as well as growth in exports.

The Company is currently in the midst of installing a state-of-the-art KBA offset printing machine from Germany at its Offset Printing Unit (OPU) in Silvassa along with a host of ancillary equipment’s. The installation should be completed by the end of May 2013 and the benefits on account of this enhancement in capacity should accrue to the Company from June 2013 onwards. The old offset machine installed in this unit in the year 2001 will be removed from this unit and though the number of printing units will remain the same, the capacity will be enhanced as a result of latest technology being employed. In addition to the offset printing machine, the company is also installing an Expert Cut die cutter which is a very high speed and automated conversion machine enabling the Company to execute large volume jobs efficiently.

HARIDWAR FACTORY:

During the year, the performance of this unit has been satisfactory. As a result of expansion in the previous year, the unit has been able to deliver high rates of growth.

Last year, the Company had also set-up a facility for manufacture of corrugated cartons in Haridwar. The Directors are pleased to inform that this new unit has now stabilised and the products of this unit have been well received by the Customers.

GOA FACTORY:

During the year, the company had started a new factory specialising in manufacture of corrugated cartons in Kundaim Industrial Estate in Goa. This unit has been set-up on leased premises and supplies from this unit commenced from July 2012. The unit has stabilised and its products have been well received by customers.

The Directors are pleased to inform you that the Company has made arrangements to expand the premises by leasing the adjacent shed from May 2013, and are planning to install a 6 colour offset printing machine along with other ancillary equipment so this unit can become a full-fledged independent unit for manufacture of printed cartons.

The expansion is expected to be completed by the end of July 2013 paving the way for TCPL’s entry in the rapidly growing South Indian market.

FUTURE PROSPECTS:

The Directors are pleased to state that due to the continuous growth the Company has witnessed, it continues to be India’s largest manufacturer of folding cartons with a turnover approaching approx Rs. 4000.000 millions at a compound annual growth rate in excess of 20% over the last 7 years.

The Directors are hopeful that with the continuous growth in the Indian economy, which results in even higher growth for consumer products, the Company shall be able to utilise its capacities at a higher level and will be able to maintain the growth it has achieved in the past.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

OVERVIEW

During the year 2012-13, the Company’s sales have increased from Rs. 295.68 Millions to Rs. 3887.800 Millions showing a growth of 31.49 %. The factories at Silvassa and Haridwar have converted 41773 M.T of board as compared to 33194 M.T in the previous year. The Company also had a significant rise in export turnover from Rs. 506.200 millions to Rs. 856.900 millions in the current year. The Company has exported a variety of packing material to its customers based in Bangladesh, UAE, Africa besides Europe.

The Company is continuously increasing its clientele and several large multinational companies operating in India are its customers.

INDUSTRY STRUCTURE AND DEVELOPMENTS

The year 2012-13 continued to witness growth in FMCG industry. Despite economic crisis in the rest of the world, the growth is expected to be continued in the foreseeable future in India.

Therefore, with the change in economic condition, lifestyle of people and launch of organised retail etc. the demand for packaged goods are expected to rise substantially.

FINANCIAL PERFORMANCE

During the year the performance of the Company has significantly increased compared to the previous year. While the turnover has increased by 31.49%, the EBIDTA has also gone up to Rs. 558.000 millions as against Rs. 448.600 millions during the previous year 2011-12. The Cash profit of the Company has also gone up to Rs. 407.000 millions in the current year as against Rs. 293.600 millions in the last financial year.

CONTINGENT LIABILITIES

Counter Guarantees given to the banks in respect of:

Bank Guarantee of Rs. 7.171 millions given to the Electricity Departments / Various Government Authorities (Previous year Rs. 5.802 millions)

The Bonds given to Customs and Excise Authorities – Rs. 663.874 millions towards export obligation fulfillment of Rs. 1742.070 millions (since fulfilled Rs. 1436.076 millions) for licences issued under Export Promotion Capital Goods Scheme (Previous Years Rs. 591.143 millions) and for other matters Rs. 161.258 millions (Previous Year Rs. 78.880 millions)

Disputed demands of Rs. 11.666 millions in respect of various orders passed by Central Excise / Income Tax authorities (Previous year Rs. 11.941 millions) for which appeals are made.

Estimates amount of contracts remaining to be executed on capital account and not provided for (net of advances) Rs. 209.072 millions (Previous year Rs. 34.517 millions)

UNAUDITED RESULT FOR QUARTER AND NINE MONTHS ENDING 31ST DECEMBER 2013

(Rs. In Millions)

Sr. No.	Particular	Quarter Ended		Nine months
		31.12.2013 (Unaudited)	30.09.2013 (Unaudited)	31.12.2013 (Unaudited)
	Income from Operations
	Income from Operations	1086.857	1029.260	3000.215
	Less: Excise Duty	59.974	63.399	171.648
	Net Sales / Income from Operations	1026.883	965.861	2828.567
	Other Operating Income	11.739	11.402	34.486
	Net Sales/Income from Operations (Net)	1038.622	977.263	2863.053
	Expenditure
	(Increase) / decrease in stock in trade and work in progress	(3.958)	5.574	(24.179)
	Consumption of Raw Materials	612.127	558.973	1679.303
	Employee Benefit	72.181	72.560	218.934
	Depreciation	59.924	57.773	172.001
	Other Expenditure	194.551	196.361	552.987
	Loss/ (gain) on account of exchange rate differences	4.837	1.919	1.824
	Total Expenditure	939.661	893.160	2600.869
	Profit From Operations before finance cost	98.961	84.103	262.184
	Finance Cost	45.417	43.134	132.112
	Profit from Ordinary Activities before tax	53.544	40.969	130.072
	Tax Expense	19.587	15.177	47.451
	Net profit from Ordinary Activities after tax	33.957	25.792	82.621
	Cash Profit	113.468	98.742	302.073
	Paid-up Equity Share Capital (Face Value of Rs.10/- Each)	87.000	87.000	87.000
	Reserves Excluding Revaluation Reserve as per balance sheet of previous accounting year	--	--	--
	Earning per share (EPS) on (face value of Rs. 10/-)
	Basic and Diluted Earning Per Share (Rs.)	3.90	2.96	9.50
	Public Shareholding
	-Number of Shares	3700476	3701076	3700476
	- Percentage of Shareholding	42.53	42.54	42.53
18.	Promoters and Promoter Group Shareholding
	a) Pledged/Encumbered
	- Number of Shares	--	--	--
	- Percentage of Shares (as a % of the Total Shareholding of promoter and promoter group)	--	--	--
	- Percentage of Shares (as a % of the Total Share Capital of the Company)	--	--	--
	b) Non Encumbered
	- Number of Shares	4999524	4998924	4999524
	- Percentage of Shares (as a % of the Total Shareholding of Promoter and Promoter Group)	100%	100.00	100%
	- Percentage of Shares (as a % of the Total Share Capital of the Company)	57.47	57.46	57.47

Particulars	Quarter ended 31.12.2013
Pending at the beginning of the quarter	0
Received during the quarter	4
Disposed of during the quarter	4
Remaining unresolved at the end of the quarter	0

Note:

The above results as reviewed by the audit committee have been adotpted at the meeting of the board of directors held on 30.01.2014.

The Company is engaged only in the segment of Printing and Packaging.

Limited review as required under clause 41 of the listing agreement has been carried out by statutory auditors.

The Company has decided to expand its operations by setting a plant in state of Ass.

FIXED ASSETS:

Tangibles

• Leasehold Land
• Buildings
• Plant and Machinery
• Furniture and Fixture
• Office Equipment
• 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. 61.95
UK Pound	1	Rs. 104.01
Euro	1	Rs. 84.95

INFORMATION DETAILS

Information Gathered by :	HNA
Report Prepared by :	DPH

SCORE & RATING EXPLANATIONS

SCORE FACTORS	RANGE	POINTS
HISTORY	1~10	5
PAID-UP CAPITAL	1~10	5
OPERATING SCALE	1~10	6
FINANCIAL CONDITION
--BUSINESS SCALE	1~10	6
--PROFITABILIRY	1~10	6
--LIQUIDITY	1~10	6
--LEVERAGE	1~10	6
--RESERVES	1~10	5
--CREDIT LINES	1~10	5
--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	NO
--AFFILIATION	YES/NO	NO
--LISTED	YES/NO	YES
--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
--	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.