MIRA INFORM REPORT

Report Date :

24.11.2014

IDENTIFICATION DETAILS

Name :	TRANSPEK INDUSTRY LIMITED
Registered Office :	6^th Floor, Marble Arch, Race Course Circle, Vadodara – 390 020, Gujarat
Country :	India
Financials (as on) :	31.03.2014
Date of Incorporation :	06.10.1965
Com. Reg. No.:	04-001343
Capital Investment / Paid-up Capital :	Rs.58.720 Millions
CIN No.: [Company Identification No.]	L23205GJ1965PLC001343
TAN No.: [Tax Deduction & Collection Account No.]	BRDT00491B
PAN No.: [Permanent Account No.]	AAACT8639B
Legal Form :	A public limited liability company. The company's shares are listed on the Stock Exchanges
Line of Business :	Manufacturer and Exporter of chemicals servicing the requirements of customers from a diverse range of industries - Textiles, Pharmaceuticals, Agrochemicals, advanced Polymers, etc.
No. of Employees :	Information declined by the management.

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 :	Exist
Comments :	Subject is a well-established company having satisfactory track record. The ratings also take into consideration TIL’s long track record in the chemical manufacturing business and market position in the acid and alkyl chlorides segment supported by healthy operating efficiencies, sound financial base and fair liquidity profile of the company. Trade relations are fair. Business is active. Payment terms are reported to be usually correct. 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

Verdict Implications : Apex court order may alter coal import dynamics. Traders go slow on talks over coal supply contracts, uncertainty over cancellation of blocks weigh on stocks.

Recent arrest of the Chennai head of the Registrar of Companies, the ministry of corporate affairs arm that ensures that companies file all the information required by the Companies Act is the latest manifestation of a messy fight between a father and his adopted son for the control of Rs 40000 mn business empire. The Central Bureau of Investigation arrested Manumeethi Cholan after he accepted Rs 10 lakhs as bribe from M A M Ramaswamy, a CBI official said.

Central Bureau of Investigation books Electrotherm for cheating Central Bank of Rs 4360 mn.

Infosys maintains revenue guidance. COO Rao says attrition still an area of concern and it would take a few more quarters to bring down levels to 13-15 %.

DHL  to invest Euro 100 mn in India over next 2 years. The firm has chosen India to pilot its e-commerce business model for the Asia-Pacific region.

Blackstone may buy stake in BlueRidge SEZ in line with the fund’s real estate strategy in India.

Kingfisher Airlines Ltd grounded in October 2012 under the weight of heavy debt and accumulated losses, recently approached the Delhi high court for relief in two separate cases. The airline challenged a notice by Punjab & National Bank alleging that It had wilfully defaulted on Rs 7700 mn of loans and sought more time to comply with the requirements under the listing agreements with the Stock Exchanges.

OnMobile likely to sack another 300 employees. The lay-offs follow a spate of senior-level exits over the past two years, starting with of its founder. The overall lay-offs could number around 600 and are driven by the need to cut costs, says a former employee.

EXTERNAL AGENCY RATING

Rating Agency Name	CRISIL
Rating	Long term rating = BBB
Rating Explanation	Moderate degree of safety and moderate credit risk.
Date	21^st October, 2014

Rating Agency Name	CRISIL
Rating	Short term rating = A3+
Rating Explanation	Moderate degree of safety and high credit risk.
Date	21^st October, 2014

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 31-03-2014.

INFORMATION PARTED BY (GENERAL DETAILS)

Name :	Mr. Prashant Patel
Designation :	Account Officer
Contact No.:	91-265-2335444
Date :	21.11.2014

LOCATIONS

Registered Office/ Factory/ Corporate Headquarter :	6^th Floor, Marble Arch, Race Course Circle, Vadodara – 390 020, Gujarat, India
Tel. No.:	91-265-2335444, 2335446, 2335447, 2334141, 2358236, 2335757, 2342262
Fax No.:	91-265-2335758
E-Mail :	transpek@wilnetonline.net info@transpek.com inquiry@transpek.com secretarial@transpek.com
Website :	http://www.transpek.com
Factory :	At and Post Ekalbara 391 440, Taluka Padra, District Vadodara, Gujarat, India
Tel. No.:	91-2662-222318 / 222309 / 221276-77 / 222287 / 222289
Fax No.:	91-2662-223439
E-Mail :	inquiry@transpek.com , transpek@transpek.com
Website :	www.transpek.com
Sales Agents (Domestic) :	Located at: · New Delhi · Ahmedabad · Chennai · Mumbai

DIRECTORS

As on 31.03.2014

Name :	Mr. Ashwin C. Shroff
Designation :	Chairman
Date of Birth/Age :	22.01.1945
Qualification :	Science Gradate
Date of Appointment :	02.05.1980
Name :	Mr. A.G. Shroff
Designation :	Managing Director
Qualification :	S. S. C.
Date of Appointment :	01.12.1981
Previous Employment	Excel Industries Limited
Address :	Mr. Bimal V. Mehta
Date of Birth/Age :	Executive Director
Name :	Mr. D.K. Shroff
Designation :	Director
Name :	Mr. M.D. Patel
Designation :	Director (upto 10/07/2014)
Name :	Mr. A.H. Patel
Designation :	Director (upto 10/07/2014)
Name :	Dr. Bernd Dill
Designation :	Additional Director
Date of Birth/Age :	17.09.1950
Qualification :	School and University education with emphasis on mathematics and natural sciences
Date of Appointment :	22.06.2007
Name :	Mr. Ravi A. Shroff
Designation :	Director
Name :	Mr. Ninad D. Gupte
Designation :	Director
Name :	Mr. Nimish U. Patel
Designation :	Director
Name :	Mrs. Geeta A. Goradia
Designation :	Director (w.e.f. 30/05/2014)
Name :	Mr. Hemant J. Bhatt
Designation :	Director (w.e.f. 11/07/2014)

KEY EXECUTIVES

Name :	Mr. S. K. Solanki
Designation :	Company Secretary

Name :	Mr. Prashant Patel
Designation :	Account Officer

MAJOR SHAREHOLDERS / SHAREHOLDING PATTERN

AS ON 30.09.2014

Category of Shareholder	Total No. of Shares	Total Shareholding as a % of Total No. of Shares
(A) Shareholding of Promoter and Promoter Group
(1) Indian
Individuals / Hindu Undivided Family	988237	16.83
Bodies Corporate	1251296	21.31
Sub Total	2239533	38.14
(2) Foreign
Any Others (Specify)	11710	0.20
Directors/Promoters & their Relatives & Friends	11710	0.20
Sub Total	11710	0.20
Total shareholding of Promoter and Promoter Group (A)	2251243	38.34
(B) Public Shareholding
(1) Institutions
Mutual Funds / UTI	2900	0.05
Financial Institutions / Banks	2969	0.05
Insurance Companies	244882	4.17
Foreign Institutional Investors	300	0.01
Foreign Venture Capital Investors	262313	4.47
Sub Total	513364	8.74
(2) Non-Institutions
Bodies Corporate	266996	4.55
Individuals
Individual shareholders holding nominal share capital up to Rs.0.100 Million	1083383	18.45
Individual shareholders holding nominal share capital in excess of Rs.0.100 Million	1434228	24.42
Any Others (Specify)	322826	5.50
Clearing Members	29525	0.50
Office Bearer	62371	1.06
Overseas Corporate Bodies	120	0.00
Directors & their Relatives & Friends	151236	2.58
Any Other	79574	1.36
Sub Total	3107433	52.92
Total Public shareholding (B)	3620797	61.66
Total (A)+(B)	5872040	100.00
(C) Shares held by Custodians and against which Depository Receipts have been issued
(1) Promoter and Promoter Group	0	0.00
(2) Public	0	0.00
Sub Total	0	0.00
Total (A)+(B)+(C)	5872040	100.00

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	Kamaljyot Investments Limited	6,15,433	10.48
2	Shruti Atul Shroff	3,05,725	5.21
3	Utkarsh Global Holdings Private Limited	2,62,832	4.48
4	Atul Govindji Shroff	2,61,090	4.45
5	Chanda Kantisen Shroff	89,597	1.53
6	TML Industries Limited	87,270	1.49
7	Vishwa Atul Shroff	78,386	1.33
8	Shrodip Investments Private Limited	72,000	1.23
9	Madison Investments Private Limited	68,600	1.17
10	United Phosphorus Limited	41,150	0.70
11	Kantisen Chaturbhuj Shroff	40,690	0.69
12	Hyderabad Chemical Products Limited	40,150	0.68
13	Chetna P Saraiya	38,966	0.66
14	Dipesh Kantisen Shroff	37,662	0.64
15	Shalil Shashikumar Shroff	30,867	0.53
16	Dipkanti Investments & Financing Private Limited	30,501	0.52
17	Pritami Investments Private Limited	27,004	0.46
18	Shaila Shashikumar Shroff	22,800	0.39
19	Anshul Amrish Bhatia	21,634	0.37
20	Dilipsinh G Bhatia	10,800	0.18
21	Hrishit Ashwin Shroff	7,086	0.12
22	Ravi Ashwin Shroff	7,086	0.12
23	Chaitanya Dipesh Shroff	6,746	0.11
24	Hiral Tushar Dayal	6,600	0.11
25	Chinmayi Dipesh Shroff	6,278	0.11
26	Kantisen Chatturbhai Shroff HUF	6,050	0.10
27	Usha Ashwin Shroff	5,532	0.09
28	Modison Investments Private Limited	4,593	0.08
29	Kirit Vidyasagar Dave	4,035	0.07
30	Tushar Charandas Dayal	4,005	0.07
31	Ashwin Champraj Shroff	3,919	0.07
32	Praful Manilal Saraiya	3,358	0.06
33	Hyderabad Chemicals Limited	1,663	0.03
34	Sandra Rajju Shroff	910	0.02
35	Atul Govindji Shroff	100	0.00
36	Prakhyati Investments & Finance Private Limited	100	0.00
37	Anshul A Bhatia	25	0.00
	Total	22,51,243	38.34

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	Ruchit Bharat Patel	656708	11.18
2	Hardik Bharat Patel	218956	3.73
3	Finquest Securities Private Limited	107667	1.83
4	Patel Laxmikant C	244721	4.17
5	Life Insurance Corporation Of India	216132	3.68
6	Bharat Jayantilal Patel	180151	3.07
7	Pat Financial Consult Private Limited	89667	1.53
8	Meenal Kapadia	74079	1.26
9	Ashok Babubhai Thakker	66351	1.13
	Total	1854432	31.58

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	Ruchit Bharat Patel	656708	11.18
	Total	656708	11.18

BUSINESS DETAILS

Line of Business :	Manufacturer and Exporter of chemicals servicing the requirements of customers from a diverse range of industries - Textiles, Pharmaceuticals, Agrochemicals, advanced Polymers, etc.
Products :	Item Code No. (ITC Code) : 283110.01 Product Description : Sodium Hydro Sulphite Item Code No. (ITC Code) : 283190.02 Product Description : Sodium Formaldehyde Sulphoxylate Item Code No. (ITC Code) : 281210.04 Product Description : Thionyl Chloride
Brand Names :	Not Divulged
Agencies Held :	Not Divulged
Exports :	Not Divulged
Imports :	Not Divulged
Terms :	Not Divulged

GENERAL INFORMATION

Suppliers :

Not Divulged

Customers :

Not Divulged

No. of Employees :

Information declined by the management.

Bankers :

· State Bank of India

· Bank of Baroda

· Axis Bank Limited

· IDBI Bank Limited

Facilities :

(Rs. In Millions)

Secured Loan	As on 31.03.2014	As on 31.03.2013
Long term borrowings
Term Loans From Banks	31.160	133.008
Short term borrowings
Loans repayable on demand from banks	310.160	249.150
Other Short Term Loan from bank	30.000	0.000
Acceptances from Banks	141.204	165.945
Total	512.524	548.103

Note:

LONG TERM BORROWINGS

(i) Nature of security:

The above Term loans/capex loans are secured by first charge by way of hypothecation of all the movable machinery financed or to be financed under the said term/capex loans by the respective banks. The above loans are further secured by first charge by way of an equitable mortgage on the whole of the immovable assets of the Company, both present and future, on pari passu basis. They are further secured by second charge by way of hypothecation over entire current assets including stock and book debts with current charge holders on pari passu basis.

(ii) Maturity profile of Secured Term loans are set out below:

Particulars	Interest rate range	Maturity Profile 1-2 years
Term loans - from Banks	13.00 % to 13.50 %	31.160

SHORT TERM BORROWINGS

(i) The above cash/Export credit facilities, short term loan and Buyers credit from Consortium bankers i.e. State Bank of India, Axis Bank Limited, Bank of Baroda and IDBI Bank Limited are secured by first charge by way of hypothecation of stocks of raw materials, packing materials, consumable stores, finished goods, semi-finished goods and book debts of the company, on pari passu basis. The aforesaid credit facilities are further secured by way of charge on the whole of the fixed assets of the company ranking second and subservient for the charges

created in respect of borrowings obtained from them. The interest rate for the same ranges from 10.00% to 13.75%.

Banking Relations :	---
Auditors :
Name :	Contractor, Nayak and Kisnadwala Chartered Accountants
Address :	Vadodara, Gujarat, India
Subsidiary Companies :	· Transpek Industry (Europe) Limited · Sam Fine O Chem Limited
Enterprises owned or significantly influenced by key management personnel or their relatives	· Excel Industries Limited · Excel Crop Care Limited · TML Industries Limited · Shroffs Engineering Limited · Anshul Specialty Molecules Limited · Anshul Life Sciences · Madison Investments Private Limited · Agrocel Industries Limited · Transchem Agritech Limited · Hyderabad Chemical Products Limited · Kamaljyot Investments Limited · Shroffs Foundation Trust · C.C. Shroff Research Institute

CAPITAL STRUCTURE

As on 31.03.2014

Authorised Capital :

No. of Shares	Type	Value	Amount
7500000	Equity Shares	Rs.10/- each	Rs.75.000 Millions
500000	Preference Shares	Rs.100/- each	Rs.50.000 Millions
		Total	Rs.125.000 Millions

Issued, Subscribed & Paid-up Capital :

No. of Shares	Type	Value	Amount
5872040	Equity Shares	Rs.10/- each	Rs.58.720 Millions

Reconciliation of the number of shares and amount outstanding at the beginning and at the end of the year:

Particulars	As at 31^st March, 2014
	Number of Shares	Rs. In Millions
Opening/Closing Balance of Equity Shares with voting rights	5872040	Rs.58.720

The rights, preference and restriction attaching to each class of shares:

Equity shares with voting rights:

Each holder of equity shares is entitled to one vote per share. In the event of liquidation of the company, the holders of equity shares will be entitled to receive any remaining assets of the company, after distribution of all preferential amounts and repayment towards preference share holders, if any.

Details of shares held by each share holder holding more than 5% shares.

Class of shares/Name of Share holder	As at 31^st March, 2014
	Number of Shares	Extend of Holding
Equity Shares with voting rights
Finquest Securities Private Limited	979812	16.69%
Kamljyot Investment Limited	611933	10.46%
Shruti A. Shroff	305725	5.21%

FINANCIAL DATA

[all figures are in Rupees Millions]

ABRIDGED BALANCE SHEET

SOURCES OF FUNDS	31.03.2014	31.03.2013	31.03.2012
I. EQUITY AND LIABILITIES
(1)Shareholders' Funds
(a) Share Capital	58.720	58.720	58.720
(b) Reserves & Surplus	613.604	558.804	477.066
(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)	672.324	617.524	535.786
(3) Non-Current Liabilities
(a) long-term borrowings	89.515	264.469	254.696
(b) Deferred tax liabilities (Net)	137.369	91.760	84.282
(c) Other long term liabilities	0.000	0.000	0.000
(d) long-term provisions	16.970	17.742	18.046
Total Non-current Liabilities (3)	243.854	373.971	357.024
(4) Current Liabilities
(a) Short term borrowings	501.144	426.103	482.676
(b) Trade payables	443.484	283.956	272.202
(c) Other current liabilities	348.403	265.120	245.137
(d) Short-term provisions	37.399	37.560	8.494
Total Current Liabilities (4)	1330.430	1012.739	1008.509
TOTAL	2246.608	2004.234	1901.319
II. ASSETS
(1) Non-current assets
(a) Fixed Assets
(i) Tangible assets	929.706	944.411	928.653
(ii) Intangible Assets	1.790	2.150	4.015
(iii) Capital work-in-progress	44.755	16.489	8.951
(iv) Intangible assets under development	0.000	0.000	0.000
(b) Non-current Investments	94.483	139.483	106.083
(c) Deferred tax assets (net)	0.000	0.000	0.000
(d) Long-term Loan and Advances	107.739	78.206	76.785
(e) Other Non-current assets	0.000	0.000	0.000
Total Non-Current Assets	1178.473	1180.739	1124.487
(2) Current assets
(a) Current investments	0.000	0.000	0.000
(b) Inventories	279.277	244.532	291.250
(c) Trade receivables	682.873	512.802	384.182
(d) Cash and cash equivalents	26.071	27.614	35.248
(e) Short-term loans and advances	68.115	30.338	61.693
(f) Other current assets	11.799	8.209	4.459
Total Current Assets	1068.135	823.495	776.832
TOTAL	2246.608	2004.234	1901.319

PROFIT & LOSS ACCOUNT

	PARTICULARS		31.03.2014	31.03.2013	31.03.2012
	SALES
		Income	2409.422	2107.971	1562.679
		Other Income	74.627	34.391	42.961
		TOTAL (A)	2484.049	2142.362	1605.640
Less	EXPENSES
		Cost of Materials consumed	1062.282	946.280	753.221
		Purchases of Stock-in-Trade	196.156	17.513	49.080
		Changes in inventories of finished goods work- in-progress and Stock-in-Trade	(7.306)	23.474	10.595
		Employee benefits expense	243.973	221.923	187.965
		Other expenses	682.802	642.755	560.501
		TOTAL (B)	2177.907	1851.945	1561.362
Less	PROFIT / (LOSS) BEFORE INTEREST, TAX, DEPRECIATION AND AMORTISATION (A-B) (C)		306.142	290.417	44.278
Less	FINANCIAL EXPENSES (D)		115.182	113.979	100.947
	PROFIT / (LOSS) BEFORE TAX, DEPRECIATION AND AMORTISATION (C-D) (E)		190.960	176.438	(56.669)
Less/ Add	DEPRECIATION/ AMORTISATION (F)		72.218	66.506	68.162
	PROFIT / (LOSS) BEFORE TAX (E-F) (G)		118.742	109.932	(124.831)
Less	TAX (H)		46.767	7.584	(21.646)
	PROFIT / (LOSS) AFTER TAX (G-H) (I)		71.975	102.348	(103.185)
Add	PREVIOUS YEARS’ BALANCE BROUGHT FORWARD		129.860	78.122	181.307
Less	APPROPRIATIONS
		Transfer to General Reserve	15.000	30.000	0.000
		Dividend	14.680	17.616	0.000
		Tax on Dividend	2.495	2.994	0.000
	BALANCE CARRIED TO THE B/S		169.660	129.860	78.122
	EARNINGS IN FOREIGN CURRENCY
		Export Earnings	1399.758	1286.367	821.178
	TOTAL EARNINGS		1399.758	1286.367	821.178
	IMPORTS
		Raw Materials	491.986	405.291	288.010
		Stores & Spares	0.101	0.071	0.023
		Capital Goods	11.704	10.647	2.730
	TOTAL IMPORTS		503.791	416.009	290.763
	Earnings / (Loss) Per Share (Rs.)		12.26	17.43	(17.57)

KEY RATIOS

PARTICULARS		31.03.2014	31.03.2013	31.03.2012
Net Profit Margin (PAT/Sales)	(%)	2.99	4.86	(6.60)
Operating Profit Margins (PBTIT / Sales)	(%)	12.71	13.78	2.83
Return on Total Assets (PBT/Total Assets}	(%)	5.63	5.95	(6.99)
Return on Investment (ROI) (PBT/Networth)		0.18	0.18	(0.23)
Debt Equity Ratio (Total Debt /Networth)		0.88	1.12	1.38
Current Ratio (Current Asset/Current Liability)		0.80	0.81	0.77

FINANCIAL ANALYSIS

[all figures are in Rupees Millions]

DEBT EQUITY RATIO

Particular	31.03.2012	31.03.2013	31.03.2014
	(Rs. In Millions)	(Rs. In Millions)	(Rs. In Millions)
Share Capital	58.720	58.720	58.720
Reserves & Surplus	477.066	558.804	613.604
Net worth	535.786	617.524	672.324
long-term borrowings	254.696	264.469	89.515
Short term borrowings	482.676	426.103	501.144
Total borrowings	737.372	690.572	590.659
Debt/Equity ratio	1.376	1.118	0.879

YEAR-ON-YEAR GROWTH

Year on Year Growth	31.03.2012	31.03.2013	31.03.2014
	(Rs. In Millions)	(Rs. In Millions)	(Rs. In Millions)
Sales	1562.679	2107.971	2409.422
		34.895	14.301

NET PROFIT MARGIN

Net Profit Margin	31.03.2012	31.03.2013	31.03.2014
	(Rs. In Millions)	(Rs. In Millions)	(Rs. In Millions)
Sales	1562.679	2107.971	2409.422
Profit	(103.185)	102.348	71.975
	(6.60%)	4.86%	2.99%

LOCAL AGENCY FURTHER INFORMATION

CURRENT MATURITIES OF LONG-TERM DEBT

Particular	31.03.2014 Rs. In Millions	31.03.2013 Rs. In Millions	31.03.2012 Rs. In Millions
Current maturities of long-term debt	104.497	117.168	101.141
Total	104.497	117.168	101.141

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	Yes
17]	Major suppliers	No
18]	Major customers	No
19]	Payments terms	No
20]	Export / Import details (if applicable)	No
21]	Market information	----------------------
22]	Litigations that the firm / promoter involved in	Yes
23]	Banking Details	Yes
24]	Banking facility details	Yes
25]	Conduct of the banking account	----------------------
26]	Buyer visit details	----------------------
27]	Financials, if provided	Yes
28]	Incorporation details, if applicable	Yes
29]	Last accounts filed at ROC	Yes
30]	Major Shareholders, if available	Yes
31]	Date of Birth of Proprietor/Partner/Director, if available	Yes
32]	PAN of Proprietor/Partner/Director, if available	No
33]	Voter ID No of Proprietor/Partner/Director, if available	No
34]	External Agency Rating, if available	Yes

LITIGATION DETAILS

HIGH COURT OF GUJARAT

CAVEAT (SPECIAL CIVIL APPLICATION) No. 1750 of 2014

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Status : INACTIVE

CCIN No : 001025201401750

Last Listing Date:

-

Coram

· -

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S.NO.	Name of the Petitioner	Advocate On Record
1	STATE LOAD DISPATCH CENTRE	MR PREMAL R JOSHI for: Caveator(s) 1

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S.NO.	Name of the Respondant	Advocate On Record
1 2 3 4 5 6 7 8 9 10 11	GLENMARK GENERICSW LTD UNITED PHOSPHORUS LTD GUJARAT THEMIS BIOSYN LTD D B ASHAR DIRECTOR - TECH D B ASHAR DIRECTOR - TECH N.R. AGARWAL IND. LTD. RICHTER THEMIS MEDICARE (I) PVT LTD RAMA PULP AND PAPERS LTD ALOK INDUSTRIES LTD JAY BHARAT METCAST PVT LTD SHREE AJIT PULP AND PAPER LTD more

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Presented On	: 10/04/2014	Registered On	: -
Bench Category	: -	District	: VADODARA
Case Originated From	: THROUGH HIS/HER/THEIR ADVOCATE	Listed	: 0 times
Stage Name	: -

Office Details

S. No.	Filing Date	Document Name	Advocate Name	Court Fee on Document	Document Details
1	11/04/2014	VAKALATNAMA	MR PR JOSHI ADVOCATE for PETITIONER(s) 1	5	MR PR JOSHI(1229) for P:1
2	11/04/2014	VAKALATNAMA	MR PREMAL R JOSHI ADVOCATE for PETITIONER(s) 1	5	MR PREMAL R JOSHI(1327) for P:1
3	11/04/2014	MEMO OF APPEAL/PETITION/SUIT	MR PR JOSHI ADVOCATE for PETITIONER(s) 1	50	MR PR JOSHI(1229), for P:1
4	11/04/2014	MEMO OF APPEAL/PETITION/SUIT	MR PREMAL R JOSHI ADVOCATE for PETITIONER(s) 1	50	MR PREMAL R JOSHI(1327), for P:1

UNSECURED LOAN

Rs. In Millions

Particular	As on 31.03.2014	As on 31.03.2013
Long term borrowings
Public Deposits	35.855	108.961
Loan from Related Parties
Inter Corporate Deposits	14.000	14.000
Deposits from Director's	7.000	7.000
Deposits from Relative of Director	1.500	1.500
Short term borrowings
Public Deposits	19.780	11.008
Total	78.135	142.469
Note: LONG TERM BORROWINGS Deposits aggregating to Rs.35.800 Millions are accepted from shareholders and are repayable within a period of next two to three years. The interest rate for the same ranges from 9.50% to 11.00 % Public deposits includes deposits from related parties amounting to Rs. 0.221 Million. Unsecured Loan from Related Parties aggregating to Rs. 22.500 Millions are repayable in next one to two years. The company has accepted the above loans as per stipulation of banks. The rate of interest is 12.00 % SHORT TERM BORROWINGS The Interest rate for short term unsecured public deposit is 9.5% Public deposits includes deposits from related parties amounting to Rs. 0.061 Million .

REVIEW OF OPERATIONS

year, an increase of 5.58%. During the financial year 2013-14, the Company registered net profit of Rs.70.000 Millions as against net profit of Rs.102.300 Millions in the previous year.

Exports registered Rs.1425.600 Millions (PY: Rs. 1308.000 Millions) an increase of 9%, and domestic sale registered Rs.717.400 Millions (PY: Rs.762.200 Millions).

Performance in the year 2013-2014 was better than the previous year, due to the following key points:

1. The Company maintained the average contribution as compared to last year.

2. During the year, good amount of non moving stocks of raw materials and finished goods was sold.

3. The Company improved the quality and efficiency of various Acid Chlorides Products during the year, which resulted in higher sales volumes.

4. With the installation of Agro Waste Boiler and implementing Power Trading, the Company could substantially reduce the cost of Fuel and Power during the year.

5. Exports of various key products of the Company increased as compared to previous year.

However, due to increased raw material cost and diminution in the value of investment, the net profit has reduced in comparison to the previous year.

OUTLOOK

With the global presence and wide spread customer base, your Company is expected to achieve substantial growth in the volumes in the year 2014-15. The margins are expected to remain stable barring any uncertainty of major foreign exchange fluctuations or economic conditions.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

INDUSTRY STRUCTURE AND DEVELOPMENTS

The product portfolio of the Company comprises of various Acid Chlorides and Alkyl Chlorides which find application in a very broad range of products.

The Company supplies its products globally and caters to the needs of many leading International Chemical and

Pharmaceutical companies.

The Company’s products find applications in agro-chemicals, polymers and plastics, pharmaceuticals, performance materials, organic peroxides, personal care and flavours and fragrances.

POLYMERS AND SPECIALITY PLASTICS AND PERFORMANCE MATERIALS

The Company has been a leading supplier of Acid Chlorides to world leaders in high-end, strength polymers. With stable business conditions in this segment, we expect to maintain our market position for the coming period.’ The Company’s products are used to make performance materials which can withstand heavy wear and tear over a long period. This market is expected to grow with the advent of new material and discovery of new applications.

The Company is taking steps to increase its market presence in this segment.

PHARMA PRODUCTS

The Company has been a supplier of choice for many Pharma companies. Due to the reputation for quality, delivery and reliability, the market for the Company’s products in this segment has been consistently growing over the last few years and the same trend is expected to continue.

With the expiry of some pharma patents in the near future, some products of your Company are expected to be in much higher demand.

AGROCHEMICALS AND DYESTUFF

The overall Agro-chemical market is expected to be stable during the year. The Company envisages the demand to be stable for its products in the near future.

We do not expect any growth in the dye-stuff industries. Therefore, our Thionyl Chloride supply to its market is expected to be the same as in the last year.

FLAVOURS AND FRAGRANCES

The Company has introduced a new product in this segment. The Company is working to substantially expand its business in this segment in the near future.

OUTLOOK

The Company, with its excellent reputation and wide product portfolio having many important applications, is expected to continue to grow at a steady pace while retaining the current level of margins. The Company expects to grow mainly in the segments of performance materials and pharmaceuticals. Some growth is also expected in the personal care, flavours and fragrances markets.

The Union Budget for 2014-15 has proposed many initiatives to give boost to manufacturing. If implemented, these initiatives may provide benefits to Chemical Industry in a period of two to three years.

CONTINGENT LIABILITY:

(Rs. In Millions)

Particulars	31.03.2014	31.03.2013
Claims against the company not acknowledged as debts (mainly on account of outstanding law suits)	26.425	26.425
Guarantee given by banks to third parties on behalf of the company	4.083	1.797
Disputed income tax liability	20.555	21.322
Disputed sales tax liability	3.951	3.411
Disputed Excise & Service Tax Liability	37.253	0.000
Total	92.267	52.955

INDEX OF CHARGES

S.No.	Charge ID	Date of Charge Creation/Modification	Charge amount secured	Charge Holder	Address	Service Request Number (SRN)
1	10489222	29/03/2014	50,000,000.00	Axis Bank Limited	Vardhaman Complex,, Opp: GEB Near Pizza Hut, Race  Course Circle, Vadodara, Gujarat - 390007, INDIA	C03626132
2	10359665	08/06/2012 *	120,000,000.00	Bank of Baroda	Corporate Financial Services, R C Dutt Road, Vado  dara, Gujarat - 390007, INDIA	B41303546
3	10285720	18/10/2011 *	70,000,000.00	Bank of Baroda	Corporate Financial Services, R C Dutt Road, Vado  dara, Gujarat - 390007, INDIA	B23524515
4	10251986	10/02/2011 *	55,000,000.00	Axis Bank Limited	Vardhaman Complex, Opp. GEB, Race Course, Vadodar  a, Gujarat - 390007, INDIA	B07923527
5	10237528	10/02/2011 *	85,000,000.00	IDBI Bank Limited	Specialized Corporate Branch, 1st Floor Garg Plaza  , 46-A, Gautam Nagar, Race Corse Road, Vadodara,  Gujarat - 390007, INDIA	B07938343
6	80030773	16/08/2013 *	960,500,000.00	State Bank of India	1st Floor, Marble Arch, Race Course, Alkapuri, Va  dodara, Gujarat - 390007, INDIA	B83362889
7	80007927	05/10/2013 *	960,500,000.00	Bank of Baroda	Corporate Financial Services Branch, First Floor,  BOB Bldg,Opp: Petrol Pump, R.C.Dutt Road, Alkapur  i, Vadodara, Gujarat - 390007, INDIA	B86849791

* Date of charge modification

STATEMENT OF STAND ALONE UNAUDITED FINANCIAL RESULTS FOR THE QUARTER/HALF YEAR ENDED 30.09.2014

(Rs. In Millions)

Particulars	Quarter ended	Preceding Quarter ended	Year to date figures for current period ended
	30.09.2014	3.06.2014	30.09.2014
	Unaudited	Unaudited	Unaudited
Net Sales / Income from Operations
Net Sales / Income from Operations	657.800	514.600	1172.400
Other Operating Income	4.000	6.100	10.100
TOTAL	661.800	520.700	1182.500
Expenditure
Other Expenses	122.600	148.200	270.800
Power & Fuel	37.800	36.200	74.000
Loss On Exchange Fluctuation	(1.200)	(1.200)	(2.400)
Employee Benefit Expenses	70.300	66.700	137.000
Changes in inventories of finished goods, wip and Stock-in-trade	31.100	(25.200)	5.900
Depreciation and Amortisation expense	18.600	19.200	37.800
Cost of Materials Consumed	317.600	291.900	609.500
Purchase from stock in trade	(1.700)	0.000	(1.700)
Total	595.100	535.800	1130.900
Profit from Operations before Other Income, Interest and Exceptional Items	66.700	(15.100)	51.600
Other Income	2.600	14.300	16.900
Profit before Interest and Exceptional Items	69.300	(0.800)	68.500
Interest / Finance	28.900	28.300	57.200
Profit after Interest but before Exceptional Items	40.400	(29.100)	11.300
Exceptional Items	--	--	--
Profit (+)/ Loss (-) from Ordinary Activities before Tax	40.400	(29.100)	11.300
Tax
Current Tax	1.800	0.800	2.600
Deferred Tax	7.700	(7.100)	0.600
MAT Credit	0.600	(0.800)	(0.200)
Excess provision for tax earlier year	(1.200)	0.000	(1.200)
Net Profit (+)/ Loss (-) from Ordinary Activities after Tax	31.500	(22.000)	9.500
Extraordinary Items	---	--	--
Net Profit	31.500	(22.000)	9.500
Equity Capital	58.700	58.700	58.700
Face Value (in Rs.10)
Reserves
EPS before Extraordinary items (in Rs.10)
Basic & Diluted EPS before Extraordinary items	5.36	(3.73)	1.63
EPS after Extraordinary items (in Rs)
Basic & Diluted EPS after Extraordinary items	5.36	(3.73)	1.63
Number of Public Shareholding	3107433	36,24,297	3107433
Percentage of Public Shareholding	52.92	61.72	52.92
Promoters and Promoter Group Shareholding
Pledged / Encumbered
Number of Shares	0.00	0.00	0.00
Percentage of Shares (as a % of the total shareholding of promoter and promoter group)	0.00	0.00	0.00
Percentage of Shares (as a% of the total share capital of the company)	0.00	0.00	0.00
Non-encumbered
Number of Shares	2251243	22,47,743	2251243
Percentage of Shares (as a% of the total shareholding of promoter & prom group)	100.00	100.00	100.00
Percentage of Shares (as a % of the total share capital of the company)	38.34	38.28	38.34

STANDALONE STATEMENT OF ASSETS AND LIABILITIES

(Rs. In Millions)

SOURCES OF FUNDS	Half year ended
	30.09.2014
	Unaudited
I.              EQUITY AND LIABILITIES
(1)Shareholders' Funds
(a) Share Capital	58.700
(b) Reserves & Surplus	616.200
(c) Money received against share warrants	0.000
(2) Share Application money pending allotment	0.000
Total Shareholders’ Funds (1) + (2)	674.900
(3) Non-Current Liabilities
(a) long-term borrowings	54.900
(b) Deferred tax liabilities (Net)	134.300
(c) Other long term liabilities	0.000
(d) long-term provisions	21.000
Total Non-current Liabilities (3)	210.200
(4) Current Liabilities
(a) Short term borrowings	467.300
(b) Trade payables	387.400
(c) Other current liabilities	305.800
(d) Short-term provisions	11.000
Total Current Liabilities (4)	1171.500
TOTAL	2056.600
II.          ASSETS
(1) Non-current assets
(a) Fixed Assets
(i) Tangible assets	949.000
(ii) Intangible Assets	0.000
(iii) Capital work-in-progress	0.000
(iv) Intangible assets under development	0.000
(b) Non-current Investments	53.100
(c) Deferred tax assets (net)	0.000
(d) Long-term Loan and Advances	99.200
(e) Other Non-current assets	0.000
Total Non-Current Assets	1101.300
(2) Current assets
(a) Current investments	0.000
(b) Inventories	283.200
(c) Trade receivables	591.800
(d) Cash and cash equivalents	30.300
(e) Short-term loans and advances	44.400
(f) Other current assets	5.600
Total Current Assets	955.300
TOTAL	2056.600

Notes :

The above results, as reviewed by theAudit Committee, have been approved at the meeting of the Board of Directors of the Company held on 12^th November,2014.

The Statutory Auditors have carried out a "Limited Review" of the stand alone financial results for the second quarter/half year ended on 30th September, 2014.

With effect from April 1, 2014, the company has followed useful lives of tangible assets as prescribed by Schedule ll to the companies Act, 2013 and depreciation for the current periods has been provided accordingly. As a result

Of this change, depreciation for the quarter and the half year in the current year is higher by Rs. 0.451 Million and Rs. 0.811 Million respectively with consequential effect on the profit for the current periods.

The company has only one segment of activity, namely "chemicals". Previous year's figures have been regrouped / re-arranged, wherever necessary.

FIXED ASSETS

· Land

· Building

· Pumps and Water Pipe lines

· Plant and Machinery

· Electrical Installations

· Research and development equipments

· Furniture and Fixtures

· Technical Books

· 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.61.85
UK Pound	1	Rs.97.01
Euro	1	Rs.77.62

INFORMATION DETAILS

Information Gathered by :	KAR
Analysis Done by :	HNA
Report Prepared by :	SNT

SCORE & RATING EXPLANATIONS

SCORE FACTORS	RANGE	POINTS
HISTORY	1~10	6
PAID-UP CAPITAL	1~10	5
OPERATING SCALE	1~10	6
FINANCIAL CONDITION
--BUSINESS SCALE	1~10	5
--PROFITABILIRY	1~10	5
--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	YES
--OTHER ADVERSE INFORMATION	YES/NO	NO
MERIT POINTS
--SOLE DISTRIBUTORSHIP	YES/NO	NO
--EXPORT ACTIVITIES	YES/NO	NO
--AFFILIATION	YES/NO	YES
--LISTED	YES/NO	YES
--OTHER MERIT FACTORS	YES/NO	YES
DEFAULTER
--RBI	YES/NO	NO
--EPF	YES/NO	NO
TOTAL		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.