MIRA INFORM REPORT

Report Date :

27.03.2014

IDENTIFICATION DETAILS

Name :	FOSROC CHEMICALS (INDIA) PRIVATE LIMITED
Registered Office :	41^st KM, N.H. 4, Kuluvanahalli Post, Nelamangala Taluk, Bangalore Rural District - 562111, Karnataka
Country :	India
Financials (as on) :	31.03.2013
Date of Incorporation :	22.12.1980
Com. Reg. No.:	08-004053
Capital Investment / Paid-up Capital :	Rs. 8.000 Millions
CIN No.: [Company Identification No.]	U02411KA1980PTC004053
TAN No.: [Tax Deduction & Collection Account No.]	BLRF00782F
PAN No.: [Permanent Account No.]	AAACF2300D
Legal Form :	Private Limited Liability Company
Line of Business :	Manufacturing and Marketing of Concreting Products, Grouting Products, Flooring Products, Water Proofing Compounds.
No. of Employees :	350 (Approximately)

RATING & COMMENTS

MIRA’s Rating :

Ba (53)

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

Maximum Credit Limit :	USD 2000000
Status :	Satisfactory
Payment Behaviour :	Usually Correct
Litigation :	Clear
Comments :	Subject is a subsidiary of “Fosroc International Limited, UK”. It is a well-established company having satisfactory track The company possesses a favorable financial profile marked by comfortable debt free capital structure and decent net worth base. Management has reported an acceptable sales turnover, whereas has seen a significant dip in its net profitability during 2013. However, the ratings also take into consideration the subject’s position as one of the key vendors dominating the market space. Trade relations are fair. Business is active. Payment terms are reported as usually correct. In view of financial, technical and managerial support from its parent, 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 – December 1, 2013

Country Name	Previous Rating (30.09.2013)	Current Rating (01.12.2013)
India	A1	A1

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

INDIAN ECONOMIC OVERVIEW

India’s current account deficit for the fiscal third quarter ended September 2013 narrowed to $4.2 billion or 0.9 % of the gross domestic product from $31.9 billion or 6.5 % of GDP a year earlier, thanks to a pick-up in exports and moderation in gold imports. Manufacturing activity and new orders in India showed their strongest growth in a year in February. The news comes as a relief after data showed Asia’s third largest economy grew by a slower-than-expected 4.7 % annually in the three months through December. The HSBC Manufacturing Purchasing Managers’ Index which gauges the business activity of India’s factories but not its’ utilities, rose to 52.5 in February, its highest in a year from 51.4 in January. Overall new orders for factory goods which rose to a one-year high of 54.9 contributed to the surge. China has emerged as India’s biggest trading partner in the current financial year replacing the United Arab Emirates and pushing it to the third spot. India-China trade has reached $49.5 billion with a 8.7 % share in India’s total trade. The US comes second at $46 billion with 8.1 % share during the first nine months of the current financial year.

The Reserve Bank of India has granted an additional nine months to the public to exchange currency notes printed before 2005 including Rs 500 and Rs 1,000 denominations, pushing the deadline to January 1, 2015. A day before dates for the Lok Sabha polls were announced, the government decided to hike interest rates on fixed deposit schemes offered by post offices up to 0.2 per cent. The new rates will be effective April, 1. The Supreme Court will resume hearing on March, 11 Nokia’s appeal against a ruling over transferring ownership of its local mobile phones plant which is the subject of a tax dispute to Microsoft Corp.

In the last days of the current Government, another scam has surfaced. The defence ministry has ordered a probe into Hindustan Aeronautics Limited’s contracts from Britain’s Rolls-Royce Holdings worth at least $ 1.2 billion. The Central Bureau of Investigation will look into allegations that over $80 million was paid in kickbacks in a deal signed in 2011. India has asked Boeing Co. to find a solution for problems with state-owned Air India’s 787 Dreamliners. The aircraft has experienced a series of malfunctions since its debut in 2011.

RBI DEFAULTERS’ LIST STATUS

Subject’s name is not enlisted as a defaulter in the publicly available RBI Defaulters’ list.

EPF (Employee Provident Fund) DEFAULTERS’ LIST STATUS

Subject’s name is not enlisted as a defaulter in the publicly available EPF (Employee Provident Fund) Defaulters’ list as of 31-03-2012.

INFORMATION PARTED BY

Name :	Mr. Govindan
Designation :	Finance Department
Contact No.:	91-80-42521900
Date :	25.03.2014

LOCATIONS

Registered Office:	41^st KM, N.H. 4, Kuluvanahalli Post, Nelamangala Taluk, Bangalore Rural District - 562111, Karnataka, India
Tel. No.:	91-80-23551500/ 04
Fax No.:	91-80-23551510
E-Mail :	trskumar2@dataone.in kedarnath_S_M@Fosroc.com info@fosrocindia.com sales@fosrocindia.com India@fosroc.com shridhar_hegde@fosroc.com enquire.india@fosroc.com
Website :	http://www.fosroc.com
Area :	2500 sq. ft.
Location :	Rented
Head Office :	"Sapthagiri Place" No. 38 II and III Floor, 12th Cross, CBI Road Ganganagar North, Bangalore – 560024, Karnataka, India
Tel. No.:	91-80-42521900
Fax No.:	91-80-23561178
Factory 1 :	Plot No. 6204, GIDC Estate, P O Box. No.208, Ankleshwar – 393002, Gujarat, India
Tel. No.:	91-2646-220704/ 224691
Fax No.:	91-2646-250724
E-Mail :	rajendra_s_mankar@fosroc.com amitava_bose@fosroc.com
Location :	Owned
Factory 2 :	Kichha Road, Rudrapur, Udham Singh District – 236148, Uttarakhand, India
Tel. No.:	91-5944-280879/ 280882
Location :	Owned
Regional Offices :	Located at : · Bangalore Delhi Kolkata Mumbai
Branch Offices :	Located at : · Ahmedabad Ankleshwar Cochin Coimbatore Chennai Hyderabad

DIRECTORS

AS ON 30.09.2013

Name :	Sai Ramanathan Krishnan
Designation :	Director
Address :	2198, HAL 3rd Stage, Bangalore – 560075, Karnataka, India
Date of Birth/Age :	12.07.1966
Qualification :	FCA, FCS
Experience :	25 Years
Date of Appointment :	03.11.2009
DIN No.:	02832355
Name :	Gurupad Narayan Bhat
Designation :	Director
Address :	3rd Cross, Andrahalli, Vidhyamanya Nagar, Bangalore – 560091, Karnataka, India
Date of Birth/Age :	18.11.1969
Date of Appointment :	05.04.2012
DIN No.:	05269615
Name :	Anna Moody
Designation :	Nominee director
Address :	H.H. Sh. Ahmad Bin Rashid Almaktoum Villa - 6, 353/21B St Al Saffa First, Post Box - 64057, Dubai
Date of Birth/Age :	19.10.1995
Date of Appointment :	11.01.2013
DIN No.:	06511376
Name :	Kalmadi Sanjeeva Ramakrishna Rao
Designation :	Nominee director
Address :	#38, 3rd Floor, 12th Cross, CBI Road, Ganganagar, Bangalore – 560032, Karnataka, India
Date of Birth/Age :	24.12.1965
Date of Appointment :	30.09.2013
DIN No.:	06737400

KEY EXECUTIVES

Name :	Mr. Govindan
Designation :	Finance Department

MAJOR SHAREHOLDERS / SHAREHOLDING PATTERN

AS ON 30.09.2013

Names of Shareholders	No. of Shares
Fosroc International Limited, UK	799999
J. M. H.UK	1
Total	800000

AS ON 30.09.2013

Equity Share Breakup	Percentage of Holding
Category
Foreign holdings [Foreign institutional investors, Foreign Companies, Foreign Financial Institutions, Non-resident Indian or Overseas corporate bodies or others]	100.00
Total	100.00

BUSINESS DETAILS

Line of Business :

Manufacturing and Marketing of Concreting Products, Grouting Products, Flooring Products, Water Proofing Compounds.

Products/ Services :

ITC Code No.	Product Descriptions
38249090	Other Chemical Products Nes

Exports :

Products :

Finished Goods

Countries :

· Sri Lanka

Bangladesh

Imports :

Products :

Raw Material

Countries :

· South Africa

Dubai

Korea

GENERAL INFORMATION

No. of Employees :	350 (Approximately)
Bankers :	· The Hongkong Shanghai Banking Corporation Limited No. 7 Mahatma Gandhi Road, Bangalore – 560001, Karnataka, India · HDFC Bank Limited Central Bank of India Corporation Bank State Bank of India

Banking Relations :	--
Auditors :
Name :	Haribhakti and Company Chartered Accountants
Address :	No 45, 1^st Floor, 2^nd Main, Sankey Road, Above Indian Bank, Lower Palace Orchards, Bangalore – 560003, Karnataka, India
Income-tax PAN of auditor or auditor's firm :	AAAFH2010F
Holding Company :	Fosroc International Limited, UK
Ultimate Holding Company :	JMH FZ Company, Dubai
Fellow Subsidiaries :	· Al Gurg Fosroc, LLC Dubai Fosroc Limited, U.K. Fosroc Indonesia Fosroc International Limited, Dubai Fosroc Guangzhou Limited Fosam company Limited Fosroc Global Trading Limited Fosroc Sdn Bhd, Malaysia Fosroc Hong kong Limited Fosroc Group Holding Limited Fosroc Denmark Fosroc Supply FZE JMH merlin trading LLC JMH merlin trading FZE JMH (UK) Fosroc Euco S A Fosroc Korea Limited

CAPITAL STRUCTURE

AS ON 31.03.2013

Authorised Capital :

No. of Shares	Type	Value	Amount
1,600,000	Equity Shares	Rs. 10/- each	Rs. 16.000 Millions

Issued, Subscribed & Paid-up Capital :

No. of Shares	Type	Value	Amount
800,000	Equity Shares	Rs. 10/- each	Rs. 8.000 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	8.000	8.000	8.000
(b) Reserves & Surplus	503.967	455.846	323.098
(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)	511.967	463.846	331.098
(3) Non-Current Liabilities
(a) long-term borrowings	0.000	0.000	0.000
(b) Deferred tax liabilities (Net)	0.000	0.000	0.000
(c) Other long term liabilities	24.537	21.824	15.841
(d) long-term provisions	30.357	42.304	38.481
Total Non-current Liabilities (3)	54.894	64.128	54.322
(4) Current Liabilities
(a) Short term borrowings	0.000	0.000	0.000
(b) Trade payables	427.627	306.782	269.245
(c) Other current liabilities	48.842	36.113	22.917
(d) Short-term provisions	115.229	87.032	106.778
Total Current Liabilities (4)	591.698	429.927	398.940
TOTAL	1158.559	957.901	784.360
II. ASSETS
(1) Non-current assets
(a) Fixed Assets
(i) Tangible assets	144.359	95.457	107.996
(ii) Intangible Assets	0.000	0.000	0.000
(iii) Capital work-in-progress	94.431	45.469	0.600
(iv) Intangible assets under development	0.000	0.000	0.000
(b) Non-current Investments	0.026	0.026	0.026
(c) Deferred tax assets (net)	30.668	23.610	16.642
(d) Long-term Loan and Advances	64.500	85.546	58.765
(e) Other Non-current assets	0.000	22.662	3.635
Total Non-Current Assets	333.984	272.770	187.664
(2) Current assets
(a) Current investments	0.000	0.000	0.000
(b) Inventories	193.809	207.845	136.817
(c) Trade receivables	583.197	458.961	404.918
(d) Cash and cash equivalents	35.579	7.693	39.731
(e) Short-term loans and advances	4.615	7.478	6.028
(f) Other current assets	7.375	3.154	9.202
Total Current Assets	824.575	685.131	596.696
TOTAL	1158.559	957.901	784.360

PROFIT & LOSS ACCOUNT

	PARTICULARS		31.03.2013	31.03.2012	31.03.2011
	SALES
		Income	3059.669	3036.908	2672.664
		Other Income	41.865	34.469	22.139
		TOTAL	3101.534	3071.377	2694.803
Less	EXPENSES
		TOTAL	2888.902	2740.261	2358.217
	PROFIT BEFORE TAX		212.632	331.116	336.586
Less	TAX		65.721	89.538	69.515
	PROFIT AFTER TAX		146.911	241.578	267.071
Add	PREVIOUS YEARS’ BALANCE BROUGHT FORWARD		198.677	90.087	43.565
Less	APPROPRIATIONS
		Transfer to General Reserve	14.691	24.158	26.708
		Tax on Dividend	98.789	108.830	193.841
	BALANCE CARRIED TO THE B/S		232.108	198.677	90.087
	EARNINGS IN FOREIGN CURRENCY
		Export of goods calculated on FOB Basis	69.167	53.736
		Export of Services	26.059	20.033
	TOTAL EARNINGS		95.226	73.769	NA
	IMPORTS
		Raw Materials	180.017	115.030
		Trading Goods	69.605	75.690
	TOTAL IMPORTS		249.622	190.720	124.635
	Earnings Per Share (Rs.)		183.64	301.97	333.84

Expected Sales (2013-2014): Rs. 3750.000 Millions

The above information has been parted by Mr. Govindan (Finance Department)

KEY RATIOS

PARTICULARS		31.03.2013	31.03.2012	31.03.2011
PAT / Total Income	(%)	4.74	7.87	9.91
Net Profit Margin (PBT/Sales)	(%)	6.95	10.90	12.59
Return on Total Assets (PBT/Total Assets}	(%)	20.58	37.25	43.88
Return on Investment (ROI) (PBT/Networth)		0.42	0.71	1.02
Debt Equity Ratio (Total Debt/Networth)		0.00	0.00	0.00
Current Ratio (Current Asset/Current Liability)		1.39	1.59	1.50

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	8.000	8.000	8.000
Reserves & Surplus	323.098	455.846	503.967
Net worth	331.098	463.846	511.967
long-term borrowings	0.000	0.000	0.000
Short term borrowings	0.000	0.000	0.000
Total borrowings	0.000	0.000	0.000
Debt/Equity ratio	0.000	0.000	0.000

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	2672.664	3036.908	3059.669
		13.628	0.749

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	2672.664	3036.908	3059.669
Profit	267.071	241.578	146.911
	9.99%	7.95%	4.80%

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	Yes
5]	Type of Business	Yes
6]	Line of Business	Yes
7]	Promoter's background	Yes
8]	No. of employees	Yes
9]	Name of person contacted	Yes
10]	Designation of contact person	Yes
11]	Turnover of firm for last three years	Yes
12]	Profitability for last three years	Yes
13]	Reasons for variation <> 20%	--
14]	Estimation for coming financial year	Yes
15]	Capital in the business	Yes
16]	Details of sister concerns	Yes
17]	Major suppliers	No
18]	Major customers	No
19]	Payments terms	No
20]	Export / Import details (if applicable)	Yes
21]	Market information	--
22]	Litigations that the firm / promoter involved in	--
23]	Banking Details	Yes
24]	Banking facility details	No
25]	Conduct of the banking account	--
26]	Buyer visit details	--
27]	Financials, if provided	Yes
28]	Incorporation details, if applicable	Yes
29]	Last accounts filed at ROC	Yes
30]	Major Shareholders, if available	Yes
31]	Date of Birth of Proprietor/Partner/Director, if available	Yes
32]	PAN of Proprietor/Partner/Director, if available	No
33]	Voter ID No of Proprietor/Partner/Director, if available	No
34]	External Agency Rating, if available	No

INDEX OF CHARGES: NO CHARGES EXIST FOR COMPANY

GENERAL INFORMATION

The Company manufactures and markets a wide variety of construction chemicals in the nature of Concreting Products, Grouting Products, Flooring Products, water Proofing compounds. The principal customers are construction companies/ contractors and Retail Stockists/applicators.

CONTINGENT LIABILITIES:

Particulars	31.03.2013 (Rs. In Millions)	31.03.2012 (Rs. In Millions)
a) Guarantees given by Banks on behalf of the Company	27.034	19.509
b) Warantees given to third parties	36.587	47.392
c) Claims against the Company not acknowledged as debts:
i) Sales Tax matters under appeal (to the extent ascertained)	0.000	6.625
ii) Excise matters and Service tax matters	56.085	32.095
iii) Pending Statutory Concession Forms	327.350	304.563
Total	447.056	410.184
Note: Future Cash flows in respect of (c) above are determinable only on receipt of judgement/decisions pending with various forums/authorities. Sales Tax, Excise duty Claims are disputed by company and is being contested with various forums/authorities relating to issues of applicability and classification. Excise and service tax matters include contingent liability amounting to Rs. 7.506 Millions, the facts of which are similar to the case which the company has already won in the previous years. Hence the company is expecting a favourable order for the same.

FIXED ASSETS:

· Land

Buildings

Other building

Plant and equipment

Other plant and equipment

Furniture and fixtures

Vehicles

Motor vehicles

Office equipment

Other equipments

Leasehold improvements

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. 60.17
UK Pound	1	Rs. 99.39
Euro	1	Rs. 83.09

INFORMATION DETAILS

Information Gathered by :	PDT
Report Prepared by :	BVA

SCORE & RATING EXPLANATIONS

SCORE FACTORS	RANGE	POINTS
HISTORY	1~10	7
PAID-UP CAPITAL	1~10	5
OPERATING SCALE	1~10	6
FINANCIAL CONDITION
--BUSINESS SCALE	1~10	6
--PROFITABILIRY	1~10	5
--LIQUIDITY	1~10	6
--LEVERAGE	1~10	6
--RESERVES	1~10	6
--CREDIT LINES	1~10	6
--MARGINS	-5~5	--
DEMERIT POINTS
--BANK CHARGES	YES/NO	NO
--LITIGATION	YES/NO	NO
--OTHER ADVERSE INFORMATION	YES/NO	NO
MERIT POINTS
--SOLE DISTRIBUTORSHIP	YES/NO	NO
--EXPORT ACTIVITIES	YES/NO	YES
--AFFILIATION	YES/NO	YES
--LISTED	YES/NO	NO
--OTHER MERIT FACTORS	YES/NO	YES
DEFAULTERS
--RBI	YES/NO	NO
--EPF	YES/NO	NO
TOTAL		53

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.