MIRA INFORM REPORT

Report Date :

07.07.2014

IDENTIFICATION DETAILS

Name :	THIRUMALAI CHEMICALS LIMITED
Registered Office :	Thirumalai House, Road No.29, Near Sion Hill, Fort, Sion (East), Mumbai – 400022, Maharashtra
Country :	India
Financials (as on) :	31.03.2013
Date of Incorporation :	27.11.1972
Com. Reg. No.:	01-016149
Capital Investment / Paid-up Capital :	Rs.102.411 Millions
CIN No.: [Company Identification No.]	L24100MH1972PLC016149
Legal Form :	A Public Limited Liability Company. The Company’s Shares are Listed on the Stock Exchanges.
Line of Business :	The company is engaged in manufacturing and selling chemicals.
No. of Employees :	Not Available

RATING & COMMENTS

MIRA’s Rating :

Ba (47)

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

Status :	Satisfactory
Payment Behaviour :	Usually correct
Litigation :	Clear
Comments :	Subject is an established company having satisfactory track record. Profitability of the company appears to be fair. Trade relations are fair. Business is active. Payment terms are reported to be usually correct. In view of long track record and experienced management, the company 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.

INDIAN ECONOMIC OVERVIEW

N E W S

The economy grew 4.7 %in 2013/14, marking a second straight year of sub-5 % growth – the worst slowdown in more than a quarter of a century. The data was below an official estimate of 4.9 % annual growth and compared with 4.5 % in the last fiscal year. However, the current account deficit narrowed sharply to $ 32.4 billion at 1.7 % of gross domestic product, in 2013/14 from a record high of $ 98.8 billion or 4.7 %, the year before.A sharp fall in gold imports due to restrictions on overseas purchases and muted import of capital goods helped shrink the current account deficit.

Online retailer Flipkart has acquired fashion portal Myntra as it prepares to battle with the rapidly expanding India arm of the global e-commerce giant Amazon. The company raised $ 210 million from Russian Investment firm DST Global which has also invested in companies like Facebook, Twitter and Alibaba Group.

General Motors will start exporting vehicles from its Talegaon plant near Pune in the second half of 2014. GM was one of the few global carmakers that was using its India plant only for the domestic market.

Google has overtaken Apple as the world’s top brand in terms of value, according to global market research agency Millward Brown. Google’s brand value shot up 40 % in a year to $ 158.84 billion. The top 10 of the 100 slots were dominated by US companies.

Infosys lost another heavy weight when B G Srinivas, a board member put in his papers. He is the third CEO-hopeful to quit after Chairman N R Narayana Murthy’s return to the company – Ashok Vemuri and V Balakrishnan being the other two.While Vemuri went on to lead IGate, Balakrishnan joined politics.

Naresh Goyal – promoted Jet Airways posted biggest quarterly loss – Rs 2153.37 crore – in the three months ended March 31, mainly because it has been offering discounts to passengers to fill planes.

William S Pinckney – Chairman and CEO of Amway India was arrested by the Andhra Pradesh Police in connection with a complaint against the direct selling firm. This is the second time that he has been taken into custody. A year, ago the Kerala Police had arrested Pinckney and two company directors on charges of financial irregularities.

China has told its state-owned enterprises to sever links with American consulting firms after the United States charged five Chinese military officers wih hacking US companies. China’s action which targets consultancies like McKinsey & Co. and the Boston Consulting Group, sterns from fears that the first are providing trade secrets to the US governments.

India has emerged as a country with some of the highest unregistered businesses in the world. Indonesia has the maximum number of shadow businesses, says a study of 68 countries by Imperial College Business School in London.

Pfizer has abandoned its attempt to buy AstraZeneca for nearly $ 118 billion after the latter refused an offer of 55 pounds a share.

EXTERNAL AGENCY RATING

Rating Agency Name	CARE
Rating	Long term bank facilities BBB-
Rating Explanation	Moderate degree of safety and moderate credit risk.
Date	August 22, 2013

Rating Agency Name	CARE
Rating	Short term bank facilities A3
Rating Explanation	Moderate degree of safety and high credit risk.
Date	August 22, 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

MANAGEMENT NON CO-OPERATIVE (91-22-24017841)

LOCATIONS

Registered Office :	Thirumalai House, Road No.29, Near Sion Hill, Fort, Sion (East), Mumbai – 400022, Maharashtra, India
Tel. No.:	91-22-24017841 / 7834 / 7853 / 7861
Fax No.:	91-22-24011699
E-Mail :	rita@thiruchem.com thirumalai@thiruchem.com
Website :	http://www.thirumalaichemicals.com
Corporate Office :	Thirumalai House, Plot No. 101-102, Road No. 29, Sion (East) Mumbai – 400022, Maharashtra, India
Tel. No.:	91-22-2401 7841 / 53 /61
Fax No.:	91-22-24011699
E-Mail :	thirumalai@thiruchem.com
Factory :	25-A Sipcot Industrial Complex Ranipet – 632403, Tamilnadu, India
Tel. No.:	91-4172-244441 / 6 / 8
Fax No.:	91-4172-244308
E-Mail :	mail@thirumalaichemicals.com
Marketing Office 1 :	New No. 60, Old No. 5, Thomas Nagar Little Mount, Saidapet Chennai – 600015, Tamilnadu, India
Tel. No.:	91-44-22353911 / 12 / 16
Fax No.:	91 44 2235 3914
E-Mail :	tclchennai@mktg.thirumalaichemicals.com
Marketing Office 2 :	Third Floor, RR Tower 4, TVK Industrial Estate, Guindy, Chennai – 600 032, Tamil Nadu, India
Tel. No.:	91-44-40123333
Fax No.:	91-44-22502914
E-Mail :	info@thirumalaichemicals.com

DIRECTORS

As on 31.03.2013

Name :	Mr. S. Rama Iyer
Designation :	Chairman
Name :	Mr. R. Parthasarathy
Designation :	Vice Chairman and Managing Director
Name :	Mr. Atul Agarwal
Designation :	Director
Name :	Mr. P. Shankar
Designation :	Director
Name :	Mr. A. Janakiraman
Designation :	Director
Name :	Mr. Pradeep Rathi
Designation :	Director
Name :	Mr. S. Sridhar
Designation :	Chairman and Managing Director
Name :	Mr. Raj Kataria
Designation :	Directors
Name :	Mr. S. Santhanam
Designation :	Director
Name :	Mr. R. Sampath
Designation :	Director

KEY EXECUTIVES

Name :	Mr. Dhanpat Raj Dhariwal
Designation :	Chief Executive Officer
Name :	Mr. N. Nambi Rajan
Designation :	Chief Financial Officer
Name :	Mr. T. Rajagopalan
Designation :	Company Secretary

SHAREHOLDING PATTERN

As on 31.03.2014

Category of Shareholder	Total No. of Shares	% of Total No. of Shares
(A) Shareholding of Promoter and Promoter Group
(1) Indian
Individuals / Hindu Undivided Family	1899360	18.55
Bodies Corporate	2700182	26.37
Sub Total	4599542	44.92
(2) Foreign
Total shareholding of Promoter and Promoter Group (A)	4599542	44.92
(B) Public Shareholding
(1) Institutions
Financial Institutions / Banks	1575	0.02
Insurance Companies	600	0.01
Sub Total	2175	0.02
(2) Non-Institutions
Bodies Corporate	497385	4.86
Individuals
Individual shareholders holding nominal share capital up to Rs.0.100 Million	3403712	33.24
Individual shareholders holding nominal share capital in excess of Rs.0.100 Million	1541628	15.06
Any Others (Specify)	194370	1.90
Clearing Members	50439	0.49
Non Resident Indians	92931	0.91
Trusts	51000	0.50
Sub Total	5637095	55.06
Total Public shareholding (B)	5639270	55.08
Total (A)+(B)	10238812	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)	10238812	0.00

BUSINESS DETAILS

Line of Business :

The company is engaged in manufacturing and selling chemicals.

GENERAL INFORMATION

No. of Employees :

Not Available

Bankers :

· Bank of India

· State Bank of India

· Andhra Bank

· Axis Bank Limited

· Oriental Bank of Commerce

· Indian Overseas Bank

Facilities :

SECURED LOANS	31.03.2013 (Rs. In Millions)	31.03.2012 (Rs. In Millions)
LONG TERM BORROWINGS
Term loans from Bank
Bank of India	100.000	210.000
From Institutions
Export Import Bank of India Overseas Investment Finance Loan	122.737	166.725
Export Import Bank of India Long term Working Capital Demand Loan	180.000	260.000
Export Import Bank of India Export Oriented Unit Loan	0.000	41.181
SHORT TERM BORROWINGS
Loan payable on Demand from bank
Working Capital Demand Loan	593.353	258.522
Cash Credit/Export Credit Accounts	448.350	83.281
Bills purchased and discounted	0.000	9.195
Other loans and advances
Export Import Bank of India Pre/Post Shipment	574.945	598.736
Total	2019.385	1627.640

NOTE:

LONG TERM BORROWINGS

In respect of term loans from banks and financial institutions, terms of repayments and nature of security are given below:

a. Term loan from Bank of India, is repayable in equal 30 monthly instalments starting from July 2012 up to December 2014.The loan is secured by way of second charge (on pari passu basis) over the immovable properties of the Company.

b. Export Import Bank of India Overseas Investment Finance loan is repayable in 16 equal quarterly instalments starting from July 2012 up to April 2016. The loan is secured by First Pari Passu charge on Movable fixed assets and immovable assets at Ranipet, Tamilnadu.

c. Export Import Bank of India Working Capital Demand Loan is repayable in 16 equal quarterly instalments starting from July 2012 up to April 2016. The loan is secured by First Pari Passu charge on Movable fixed assets and immovable assets at Ranipet, Tamilnadu.

d. Export Import Bank of India EOU Loan is repayable in 21 equal quarterly instalments starting from March 2009 upto March 2014. The loan is secured by First Pari Passu charge on Movable fixed assets and immovable assets at Ranipet, Tamilnadu.

e. The interest rates in case of loans vary as below

a. for foreign currency loans

-Export Import Bank of India Overseas Investment Finance Loan : LIBOR + 450 basis points

b. for rupee term loans : 11.23% to 14.5% per annum.

SHORT TERM BORROWINGS

i. Working Capital Demand Loan/Cash credit/Export accounts and Bills purchases and discounted are secured by hypothecation of stock of raw materials, work in progress, finished goods and book debts and secured by a secon charge on all of the Company’s immovable fixed assets both present and future.

ii. Export Import Bank of India Pre/post shipment is secured by hypothecation of stock of raw materials, work in progress, finished goods and book debts (those financed by Export Import Bank of India) and secured by a second charge on all of the Company’s immovable fixed assets both present and future.

iii. The interest rates in case of loans vary as below

a. for foreign currency loans

- Export Import Bank of India Pre/Post Shipment : LIBOR + 450 basis points

b. For other rupee loans: 13.5% to 14.5% per annum.

Banking Relations :	--
Auditors :
Name :	Contractor, Nayak and Kishnadwala Chartered Accountants
Address :	501-502, Narian Chambers, M. G. Road, Vile Parle (East), Mumbai - 400057, Maharashtra, India
Cost Auditor :
Name :	Mr. G. Sundaresan
Address :	Chennai, Tamilnadu, India
Subsidiary Companies :	· Tarderiv International Pte Limited (subsidiary company) (TIPL) (w.e.f 28th December 2010) · Cheminvest Pte Limited (Step down subsidiary) (CPL) (w.e.f 28th December, 2010) · Optimistic Organic Sdn Bhd (Step down subsidiary) (OOSB) (w.e.f 28th December, 2010)
Entity in which the company has substantial interest (i.e. more than 20% in voting power directly or indirectly) :	Thirumalai Charity Trust (TCT)
Others :	Ultramarine and Pigments Limited. (UPL)

CAPITAL STRUCTURE

As on 31.03.2013

Authorised Capital :

No. of Shares	Type	Value	Amount
15000000	Equity Shares	Rs.10/- each	Rs.150.000 Millions
10000000	Unclassified shares	Rs.10/- each	Rs.100.000 Millions
	Total		Rs. 250.000 Millions

Issued Capital :

No. of Shares	Type	Value	Amount
10242812	Equity Shares	Rs.10/- each	Rs.102.428 Millions

Subscribed & Paid-up Capital :

No. of Shares	Type	Value	Amount
10238812	Equity Shares	Rs.10/- each	Rs.102.388 Millions
	Add: Amount paid up on forfeited shares		Rs.0.023 Millions
	Total		Rs.102.411 Millions

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	102.411	102.411	102.411
(b) Reserves & Surplus	1277.009	1062.858	951.637
(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)	1379.420	1165.269	1054.048
(3) Non-Current Liabilities
(a) long-term borrowings	530.496	888.443	326.199
(b) Deferred tax liabilities (Net)	160.792	184.372	208.739
(c) Other long term liabilities	0.000	0.000	0.000
(d) long-term provisions	37.150	37.460	32.905
Total Non-current Liabilities (3)	728.438	1110.275	567.843
(4) Current Liabilities
(a) Short term borrowings	1616.648	949.734	990.005
(b) Trade payables	2328.502	2721.242	1946.608
(c) Other current liabilities	554.116	506.059	641.029
(d) Short-term provisions	55.726	28.492	25.413
Total Current Liabilities (4)	4554.992	4205.527	3603.055
TOTAL	6662.850	6481.071	5224.946
II. ASSETS
(1) Non-current assets
(a) Fixed Assets
(i) Tangible assets	922.948	1004.720	994.978
(ii) Intangible Assets	0.000	0.000	0.000
(iii) Capital work-in-progress	5.374	27.008	30.516
(iv) Intangible assets under development	0.000	0.000	0.000
(b) Non-current Investments	325.169	325.169	279.380
(c) Deferred tax assets (net)	0.000	0.000	0.000
(d) Long-term Loan and Advances	553.233	748.316	378.793
(e) Other Non-current assets	2.443	6.358	204.738
Total Non-Current Assets	1809.167	2111.571	1888.405
(2) Current assets
(a) Current investments	0.000	0.000	0.000
(b) Inventories	1880.508	1421.340	1114.176
(c) Trade receivables	2535.553	2560.218	1908.986
(d) Cash and cash equivalents	109.763	116.520	12.952
(e) Short-term loans and advances	126.684	147.869	0.685
(f) Other current assets	201.175	123.553	299.742
Total Current Assets	4853.683	4369.500	3336.541
TOTAL	6662.850	6481.071	5224.946

PROFIT & LOSS ACCOUNT

	PARTICULARS		31.03.2013	31.03.2012	31.03.2011
	SALES
		Income	11477.570	9078.656	7644.429
		Other Income	81.601	56.301	67.602
		TOTAL	11559.171	9134.957	7712.031
Less	EXPENSES
		Cost of materials consumed	8967.472	6706.067	5434.105
		Purchase of stock in trade	415.320	741.214	565.308
		Changes in stock	(204.827)	(144.669)	(3.317)
		Employees benefits expense	215.827	196.427	147.655
		Other expenses	1074.130	916.083	862.289
		TOTAL	10467.922	8415.122	7006.040
	PROFIT/ (LOSS) BEFORE INTEREST, TAX, DEPRECIATION AND AMORTISATION		1091.249	719.835	705.991
Less	FINANCIAL EXPENSES		520.223	523.727	308.517
	PROFIT / (LOSS) BEFORE TAX, DEPRECIATION AND AMORTISATION		571.026	196.108	397.474
Less/ Add	DEPRECIATION/ AMORTISATION		128.750	138.054	133.870
	PROFIT/ (LOSS) BEFORE TAX		442.276	58.054	263.604
Less	TAX		164.820	10.247	78.092
	PROFIT/ (LOSS) AFTER TAX		277.456	47.807	185.512
Add	PREVIOUS YEARS’ BALANCE BROUGHT FORWARD		404.122	356.315	170.803
Less	APPROPRIATIONS
		Transfer to General Reserve	30.000	0.000	0.000
		Dividend	81.141	0.000	0.000
		Tax on Dividend	8.305	0.000	0.000
	BALANCE CARRIED TO THE B/S		562.132	404.122	356.315
	EARNINGS IN FOREIGN CURRENCY
		On export of goods calculated on FOB Basis	659.534	1190.906	866.495
		Interest income	34.722	4.035	0.000
		Marketing services	4.778	0.000	0.000
	TOTAL EARNINGS		699.034	1194.941	866.495
	IMPORTS
		Raw Materials	1214.561	834.311	1482.293
		Stores, Spares & others	2.141	2.947	3.230
		Catalyst	32.960	29.756	44.821
	TOTAL IMPORTS		1249.662	867.014	1530.344
	Earnings / (Loss) Per Share (Rs.)		27.10	4.67	18.12

KEY RATIOS

PARTICULARS		31.03.2013	31.03.2012	31.03.2011
PAT / Total Income	(%)	2.42	0.52	2.40
Net Profit Margin (PBT/Sales)	(%)	3.85	0.64	3.45
Return on Total Assets (PBT/Total Assets}	(%)	6.98	0.95	5.36
Return on Investment (ROI) (PBT/Networth)		0.32	0.05	0.25
Debt Equity Ratio (Total Debt/Networth)		1.56	1.58	1.25
Current Ratio (Current Asset/Current Liability)		1.06	1.04	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	102.411	102.411	102.411
Reserves & Surplus	951.637	1062.858	1277.009
Net worth	1054.048	1165.269	1379.420
long-term borrowings	326.199	888.443	530.496
Short term borrowings	990.005	949.734	1616.648
Total borrowings	1316.204	1838.177	2147.144
Debt/Equity ratio	1.249	1.577	1.557

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	7,644.429	9,078.656	11,477.570
		18.762	26.424

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	7,644.429	9,078.656	11,477.570
Profit	185.512	47.807	277.456
	2.43%	0.53%	2.42%

LOCAL AGENCY FURTHER INFORMATION

CURRENT MATURITIES OF LONG TERM DEBT DETAILS

Rs. In Millions

PARTICULARS	31.03.2013	31.03.2012	31.03.2011
Current maturities of long term debt	409.656	388.496	510.327

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	No
8]	No. of employees	No
9]	Name of person contacted	No
10]	Designation of contact person	No
11]	Turnover of firm for last three years	Yes
12]	Profitability for last three years	Yes
13]	Reasons for variation <> 20%	-----
14]	Estimation for coming financial year	No
15]	Capital in the business	Yes
16]	Details of sister concerns	Yes
17]	Major suppliers	No
18]	Major customers	No
19]	Payments terms	No
20]	Export / Import details (if applicable)	No
21]	Market information	-----
22]	Litigations that the firm / promoter involved in	-----
23]	Banking Details	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 LOANS

PARTICULAR	31.03.2013 (Rs. In Millions)	31.03.2012 (Rs. In Millions)
LONG TERM BORROWINGS
Deferred payment liabilities
Gujarat Industrial Development Corporation	0.000	22.059
Sales tax deferment loan from the Government of Tamilnadu (interest free)	55.264	99.407
Fixed deposits	72.495	89.071
Total	127.759	210.537

NOTE:

Deferred payment liabilities

a. Amounts due to Gujarat Industrial Development Corporation represents amount payable for acquiring lease hold land for industrial project. This loan is repayable in 12 equal quarterly instalments commencing from June 2011 to March 2014.

b. Deferral of sales tax liabilities represent interest free deferred sales tax loan received from Government of Tamilnadu. Repayable up to 2016-17 based on the deferment availed in the respective years. An amount of Rs. Nil (Previous Year Rs.0.379 million) only has been guaranteed by Shri R. Parthasarathy, Managing Director of the company. For the Deferred Sales Tax liabilities In case of default in repayment of ‘Deferred sales tax liabilities’ the movable and immovable properties of the company are

INDEX OF CHARGES

S.No.	Charge ID	Date of Charge Creation/Modification	Charge amount secured	Charge Holder	Address	Service Request Number (SRN)
1	10449824	29/07/2013	3,810,000,000.00	BANK OF INDIA (LEAD BANK)	NARIMAN POINT LARGE CORPORATE BRANCH, 92-93, FREE PRESS HOUSE, 9TH FLOOR, 215, NARIMAN POINT, MUMBAI, MAHARASHTRA - 400021, INDIA	B85304483
2	10333705	07/01/2012	300,000,000.00	BANK OF INDIA	NARIMAN POINT LARGE CORPORATE BRANCH, 92-93, FREE PRESS HOUSE, 9TH FLOOR, 215, NARIMAN POINT, MUMBAI, MAHARASHTRA - 400021, INDIA	B31308398
3	10295736	29/07/2013 *	177,600,000.00	EXPORT IMPORT BANK OF INDIA	CENTRE ONE BUILDING, FLOOR 21, WORLD TRADE CENTRE, CUFFE PARADE, MUMBAI, MAHARASHTRA - 400005, INDIA	B82724980
4	10295396	29/07/2013 *	320,000,000.00	EXPORT IMPORT BANK OF INDIA	CENTRE ONE BUILDING, FLOOR 21, WORLD TRADE CENTRE, CUFFE PARADE, MUMBAI, MAHARASHTRA - 400005, INDIA	B82738758
5	10096838	12/03/2010 *	240,000,000.00	EXPORT-IMPORT BANK OF INDIA	CENTRE ONE BUILDING, FLOOR 21, WORLD TRADE CENTRE, CUFFE PARADE, MUMBAI, MAHARASHTRA - 400005, INDIA	A82369802
6	10062506	29/07/2013 *	625,000,000.00	EXPORT IMPORT BANK OF INDIA	CENTRE ONE BUILDING, FLOOR 21, WORLD TRADE CENTRE, CUFFE PARADE, MUMBAI, MAHARASHTRA - 400005, INDIA	B83269860
7	90244301	02/03/2001 *	50,000,000.00	UTIBANK LTD.	13 FLOOR; MAKER TOER COLABA, MUMBAI, MAHARASHTRA - 400005, INDIA	-
8	90240426	26/04/2011 *	3,810,000,000.00	BANK OF INDIA (LEAD BANK)	NARIMAN POINT LARGE CORPORATE BRANCH, 92 - 93, FREE PRESS HOUSE, 9TH FLOOR,215, NARIMAN POINT, MUMBAI, MAHARASHTRA – 400021, INDIA	B12491866
9	90244243	12/03/2010 *	3,722,100,000.00	BANK OF INDIA (LEAD BANK)	MUMBAI OVERSEAS BRANCH, 70/80 M.G. ROAD, MEZZANINE FLOOR, BOI BLDG., FORT, MUMBAI, MAHARASHTRA - 400001, INDIA	A82680372
10	90240078	19/06/1995	50,000,000.00	INDIAN BANK	NARIMON POINT BRANCH, MUMBAI, MAHARASHTRA - 400021, INDIA	-
11	90239242	19/06/1995 *	7,800,000.00	INDIAN BANK	NARIMON POINT, MUMBAI, MAHARASHTRA, INDIA	-
12	90239241	14/05/1990 *	7,800,000.00	INDIAN BANK	NARIMON POINT, MUMBAI, MAHARASHTRA, INDIA	-

* Date of charge modification

MANAGEMENT DISCUSSIONS AND ANALYSIS

1. Scenario overview:

The difficult Economic and Business scenario in India which started in 2011, has continued and in certain areas deepened further during 2012-13. Inflation continued to be very high, while growth remained below expectations.

Capital Investments by Individuals, Families, and by Businesses and Industrial organizations in the Private and Public sector dropped significantly. Many industries have witnessed slow growth while certain sectors experienced contraction, as retail consumer spending also slowed down.

The deepening monetary and economic crises in Europe and the slow recovery in the US, has had an adverse effect on growth in the ASEAN and Far Eastern economies. These International developments in the EU and Asia further dampened the company's growth, since these are the key export markets for India and for the Company.

2. The Business:

The Markets:

a. The major customer segments for the company include Construction Chemicals, Consumer products, the Auto sector, Colors for Printing, Garments, Paints & Plastics; and the manufacture of Agrochems and Specialty Chemicals. All these suffered from very low growth or stagnation. As a result, Phthalic Anhydride, where their Company did well in the first quarter of the year, saw a long period of low or nil margins thereafter.

b. The Food Ingredients business faced severe margin pressures, as it is heavily exposed to the European market, where competitors adopted aggressive price and margin cutting in order to retain market shares.

c. In PA Derivatives the Company was able to maintain margins.

Management and Performance:

From 2011 onwards a complete overhaul of the organisation was commenced. This process has matured during the year and has led to faster and focused decision making by each business team separately.

a. The focus in the Phthalic Anhydride business was on reduction of total cost, plant reliability, and better management of receivables and stocks. Their aim is to be among the lowest cost producers in the Industry, which will help offset their disadvantage of being located away from the raw material source and the main markets in Western India.

b. In Food Ingredients, the Business team quickly adapted to the evolving market conditions, changed strategy to reduce dependence on the EU, and focused on developing the Indian market. The results are already visible, and have partly offset the sharp decline of prices and volumes in Europe.

The team has also partly expanded its capacity at marginal cost; and is now developing a strategy for a low cost expansion which will double their volumes in the next 3 years, with more efficient manufacturing.

c. In The Chemidye division, i.e. Phthalic Derivatives, the performance has been good. A planned expansion has been deferred to 2013-14 due to delays in certain approvals.

Amidst challenging business conditions, they have seen a growth in Revenues of 38.54% in their Phthalic Anhydride business and 14% in their Value Added products.

Across the Board the Company has been working on tightening performance and improving efficiencies, especially in Plant Reliability, Safety, Quality, Energy, Logistics, Sales Collections and Distribution Management. These processes are ongoing and will continue through the current year 2013-14.

Overseas Subsidiary: MA Business

For the overseas subsidiary (Optimistic Organic, Malaysia) this has been year of visible turnaround. This company was making losses for over a decade and there was a delay in the repayment of advances to the Company. The Company also had to write off its Equity Investments completely in 2010-11

The erstwhile company was a Joint Venture with local partners. During 2011-12 they acquired the Assets of the company completely through a Subsidiary and this operation is now completely owned by the company.

The year has been the first full year of operations, since their acquisition of the Subsidiary

The Subsidiary has not only turned around, but has done well. On a turnover of USD 51 Mn (Rs. 2790.000 millions), it has made a Profit before Tax of USD 3 Mn (Rs. 210.000 millions), and has had a healthy positive cash flow. The amount due from the erstwhile entity in Malaysia, is being serviced by the subsidiary. During the year a sum of USD 750,000 has been received along with interest of USD 509,675 (USD 458,707 net of taxes).

A further sum of USD 500,000 has been received towards the above dues in May 2013.

Further efforts are in progress in the Malaysian subsidiary in terms of refurbishment of the plant and improvement of reliability, which will make it more profitable.

Awards and Recognitions:

In its efforts to benchmark itself and motivate employees, the Company has participated in various important competitions and programmers. Your Company is well recognised for its stellar performance in Energy and Water management, Ethical Business practices, Manufacturing Excellence and for its various Community and Social initiatives.

We have received a number of prestigious Awards and Recognitions, a few of which are:

· 2013 - ET Now World CSR Excellence and Leadership Awards

· 2013 - Global CSR Excellence and Leadership Awards

· 2012 - Asian Quality Leadership Award

· 2012 - Asian CSR Leadership Award

· 2012 - Asia's Best CSR Practices Award - Chief Marketing Officer Council

· 2011 - Jamnalal Bajaj Award for Fair Business Practices - Council for Fair Business Practices

· 2010 - Water Management Award - Indian Chemical council

· 2010 - Social Responsibility Award - Indian Chemical council

· 2008 - Energy Excellence Award - Confederation of Indian Industry

· 2008 - Responsible Care Award - Indian Chemical council

· 2007 - Water Excellence Award - Confederation of Indian Industry

· 2006 - Manufacturing Excellence Award - Frost & Sullivan

FIXED ASSETS

· Freehold Land

· Lease hold land

· Buildings

· Plant and machinery

· Wind operated generators

· Computer Equipments

· Office Equipments

· Furniture and fixtures

· Vehicles

STATEMENT OF STANDALONE UNAUDITED RESULTS FOR THE QUARTER AND YEAR ENDED 31.03.2014

(Rs. In Millions)

	Particulars	Quarter Ended		Year Ended
		31.03.2014	30.12.2013	31.03.2014
		(Audited)	(Unaudited)	(Audited)
1	a. Net Sales (Net of excise duty)	2332.700	2255.700	10275.900
	b. Other Operating Income	11.600	22.100	72.200
	Total Income from Operations (Net)	2344.300	2277.800	10348.100
2	Expenditure
a.	Cost of Materials Consumed	1926.500	2079.000	8512.900
b.	Purchase of Stock-in-Trade	14.900	11.500	67.200
c.	Changes in Inventories of Finished Goods & Stock in trade	93.000	(237.600)	103.700
d.	Employee Benefits Expenses	62.900	58.500	241.500
e.	Depreciation and amortisation Expense	29.100	30.600	122.100
f.	Other Expenses	285.500	102.300	970.500
	Total Expenses	2411.900	2135.100	10017.900
3	Profit from Operations before Other Income, Finance Costs & Exceptional Items (1-2)	(67.600)	142.700	330.200
4	Other Income	59.600	27.900	158.400
5	Profit Before Finance Costs & Exceptional Items (3+4)	2.000	170.600	488.600
6	Finance Costs	107.500	107.500	454.200
7	Profit after Finance Cost but before exceptional items (5-6)	(105.500)	63.100	34.400
8	Exceptional Items	--	--	--
9	Profit before Tax (7+8)	(105.500)	63.100	34.400
10	Tax Expense	(45.800)	26.100	(1.300)
11	Net Profit for the period (9-10)	(59.700)	37.000	35.700
12	Paid up Equity Share Capital (Face Value of Rs.10/- Each)	102.400	102.400	102.400
13	Reserves excluding Revaluation Reserves
14	Basic and Diluted Earnings Per Share (Rs.10) (Not Annualised)	(5.83)	3.52	3.48

A	PARTICULARS OF SHAREHOLDING
1	Public shareholding
	a.	Number of shares	5639.270	5581951	5639270
	b.	Percentage of shareholding	55.06	54.52	55.08
2	Promoters and promoter group shareholding
	a.	Pledged/Encumbered
	Number of shares		Nil	Nil	Nil
		Percentage of shares (as a % of the total shareholding of promoter and promoter group)	NA	NA	NA
		Percentage of shares (as a % of the total share capital of the Company)	NA	NA	NA
	b.	Non-encumbered
	Number of shares		4599542	4656861	4599542
		Percentage of shares (as a % of the total shareholding of promoter and promoter group)	100.00	100.00	100.00
		Percentage of shares (as a % of the total share capital of the Company)	44.92	45.48	44.92

B INVESTOR COMPLAINTS (Nos.)
Pending at the beginning of the quarter	Nil
Received during the quarter	2
Disposed of during the quarter	2
Remaining unresolved at the end of the quarter	Nil

Particulars	Quarter Ended		Year Ended
	31.03.2014	30.12.2013	31.03.2014
	(Audited)	(Unaudited)	(Audited)
Segment Revenue
Chemical products and its Intermediaries	2343.000	2276.200	10334.400
Power generation	1.300	1.600	13.700
Sales / Income from Operation	2344.300	2277.800	10348.100
Segment Result
Chemical products and its Intermediaries	(47.000)	166.400	406.600
Power generation	(3.500)	(4.400)	(6.900)
Total	(50.500)	162.000	399.700
Less: Interest	(107.500)	(107.500)	(454.200)
Less: Other unallocable income net of expenditure	52.500	8.600	88.900
Total profit before tax	(105.500)	63.100	34.400
Capital Employed
Chemical products and its Intermediaries	2509.600	2631.200	2509.600
Power generation	71.800	72.100	71.800
Unallocated / corporate	(1157.600)	(1209.900)	(1157.600)
Total capital employed in the company	1423.800	1493.400	1423.800

STANDALONE STATEMENT OF ASSETS AND LIABILITIES

(Rs. In Millions)

Particular	31.03.2014
EQUITY AND LIABILITIES
Shareholders’ funds
(a) Share capital	102.400
(b) Reserves and surplus	1321.400
Non-current liabilities
(a) Long-term borrowings	201.100
(b) Deferred Tax Liabilities (Net)	133.600
(c) long-term provision	69.100
Current liabilities
(a) Short-term borrowings	1147.500
(b) Trade payables	2291.300
(c) Other current liabilities	650.500
(d) Short-term provision	23.700
TOTAL - EQUITY AND LIABILITIES	5940.500
ASSETS
Non-current assets
(a) Fixed assets
i. Tangible assets	770.000
ii. Capital work in progress	31.600
(b) Non-current investments	325.100
(c) Long-term loans and advances	527.300
(d) other non-current liability	1.400
Current assets
(a) Inventories	1902.300
(b) Trade receivables	1906.500
(c) Cash and cash equivalents	189.100
(d) Short-term loans and advances	135.700
(e) Other current assets	151.600
TOTAL - ASSETS	5940.500

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.59.79
UK Pound	1	Rs.102.66
Euro	1	Rs.81.32

INFORMATION DETAILS

Information Gathered by :	HTL
Analysis Done by :	SUB
Report Prepared by :	NKT

SCORE & RATING EXPLANATIONS

SCORE FACTORS	RANGE	POINTS
HISTORY	1~10	6
PAID-UP CAPITAL	1~10	5
OPERATING SCALE	1~10	5
FINANCIAL CONDITION
--BUSINESS SCALE	1~10	5
--PROFITABILIRY	1~10	6
--LIQUIDITY	1~10	5
--LEVERAGE	1~10	5
--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	YES
--LISTED	YES/NO	YES
--OTHER MERIT FACTORS	YES/NO	YES
DEFAULTER
--RBI	YES/NO	NO
--EPF	YES/NO	NO
TOTAL		47

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.