MIRA INFORM REPORT

Report No. :	316809
Report Date :	09.04.2015

IDENTIFICATION DETAILS

Name :	SUDARSHAN CHEMICAL INDUSTRIES LIMITED
Registered Office :	162, Wellesley Road, Pune – 411 001, Maharashtra
Country :	India
Financials (as on) :	31.03.2014
Date of Incorporation :	19.02.1951
Com. Reg. No.:	11-008409
Capital Investment / Paid-up Capital :	Rs.69.227 Million
CIN No.: [Company Identification No.]	L24119PN1951PLC008409
IEC No.:	Not Available
TAN No.: [Tax Deduction & Collection Account No.]	PNES06998F NGPS01977D
PAN No.: [Permanent Account No.]	Not Available
Legal Form :	Public Limited Liability Company. The Company’s Shares are Listed on the Stock Exchanges.
Line of Business :	Manufacturer, Exporter and Importer of Organic and Inorganic Pigments, Intermediates and Agro Chemicals.
No. of Employees :	1500 (Approximately)

RATING & COMMENTS

MIRA’s Rating :

A (62)

RATING		STATUS	PROPOSED CREDIT LINE
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

Status :	Good
Payment Behaviour :	Regular
Litigation :	Clear
Comments :	Subject is a well-established company having fine track record. The rating reflects company’s healthy financial risk profile marked by marked by adequate liquidity position and sound profitability margins of the company. Trade relations are reported as fair. Business is active. Payments are reported to be regular and as per commitment. The company can be considered good for normal 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.

EXTERNAL AGENCY RATING

Rating Agency Name	ICRA
Rating	Term Loan: A (Suspended)
Rating Explanation	Adequate degree of safety and low credit risk.
Date	January, 2015

Rating Agency Name	ICRA
Rating	Non Fund Based Limits: A1 (Suspended)
Rating Explanation	Very strong degree of safety and lowest credit risk.
Date	January, 2015

Note :

Reason for suspensions absence of requisite information

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

Name :	Mr. P.S. Raghavan
Designation :	Finance Controller
Contact No.:	91-20-26226200
Date :	08.04.2015

LOCATIONS

Registered Office/ Global Head Office :	162, Wellesley Road, Pune – 411 001, Maharashtra, India
Tel. No.:	91-20-26058888
Fax No.:	91-20-26058222
E-Mail :	psraghavan@sudarshan.com shares@sudarshan.com contact@sudarshan.com
Website :	www.sudarshan.com
Factory 1 :	46, MIDC Estate, Dhatav, Roha, District Raigad – 402 116, Maharashtra, India
Factory 2 :	Plot No.A-19/1+2, MIDC Estate, Mahad, District Raigad – 402 301, Maharashtra, India
Factory 3 :	R and D Laboratory, Ambadvet, Amralevadi, Taluka Mulshi, District Pune, Maharashtra, India
Branch Office :	Located at Bangalore Kolkata Ahmedabad Delhi Guntur

DIRECTORS

AS ON 31.03.2014

Name :	Mr. K.L. Rathi
Designation :	Executive Chairman
Date of Birth/ Age :	75 Years
Qualification :	B. Sc, B.Sc.(Tech) M.A. (Chem) (Columbia)
Experience :	50 Years
Date of Appointment :	01.01.1964
Name :	Mr. R.B. Rathi
Designation :	Managing Director
Date of Birth/ Age :	45 Years
Qualification :	B.E. Mech. Engg. MIT, Pune B.S. Chem. Engg. Ohio University, USA M.B.A., Pittsburgh University, USA
Experience :	22 Years
Date of Appointment :	01.10.1992
Name :	Mr. P.R. Rathi
Designation :	Vice Chairman and Managing Director
Date of Birth/ Age :	61 Years
Qualification :	M.S.(M.I.T.) M.B.A. (Columbia)
Experience :	38 Years
Date of Appointment :	01.04.1976
Name :	Mr. B.S. Mehta
Designation :	Non-Executive, Independent Director
Name :	Mr. S.N. Inamdar
Designation :	Non-Executive, Independent Director
Name :	Mr. P.P. Chhabria
Designation :	Non-Executive, Independent Director
Name :	Mr. D.N. Damania
Designation :	Non-Executive, Independent Director
Name :	Mr. S. Padmanabhan
Designation :	Non-Executive, Independent Director
Name :	Mr. S.K. Asher
Designation :	Non-Executive, Independent Director
Name :	Mr. N.J. Rathi
Designation :	Non-Executive Director
Name :	Mrs. R. F. Forbes
Designation :	Non-Executive, Independent Director

KEY EXECUTIVES

Name :	Mr. P.S. Raghavan
Designation :	Company Secretary
Name :	Mr. A. Vij
Designation :	Chief Operating Officer – Pigment Division
Date of Birth/ Age :	43 Years
Qualification :	B.E. Chemical, Punjab University
Experience :	23 Years
Date of Appointment :	08.12.2005
Name :	Mr. P.S. Raghavan
Designation :	Finance Controller

MAJOR SHAREHOLDERS / SHAREHOLDING PATTERN

AS ON 31.12.2014

Category of Shareholders	No. of Shares	Percentage of holding
(A) Shareholding of Promoter and Promoter Group
(1) Indian
Individuals / Hindu Undivided Family	34364160	49.64
Bodies Corporate	2252100	3.25
Sub Total	36616260	52.89
(2) Foreign
Total shareholding of Promoter and Promoter Group (A)	36616260	52.89
(B) Public Shareholding
(1) Institutions
Mutual Funds / UTI	7250	0.01
Financial Institutions / Banks	51519	0.07
Insurance Companies	341130	0.49
Foreign Institutional Investors	3448130	4.98
Sub Total	3848029	5.56
(2) Non-Institutions
Bodies Corporate	1264101	1.83
Individuals
Individual shareholders holding nominal share capital up to Rs. 0.100 Million	12384878	17.89
Individual shareholders holding nominal share capital in excess of Rs. 0.100 Million	8037037	11.61
Any Others (Specify)	7076945	10.22
Clearing Members	215179	0.31
Non Resident Indians	120166	0.17
Foreign Corporate Bodies	5580820	8.06
Persons Acting in Concert	1160780	1.68
Sub Total	28762961	41.55
Total Public shareholding (B)	32610990	47.11
Total (A)+(B)	69227250	100.00
(C) Shares held by Custodians and against which Depository Receipts have been issued	0	0.00
(1)	0	0.00
(2)	0	0.00
Sub Total	0	0.00
Total (A)+(B)+(C)	69227250	0.00

Shareholding belonging to the category "Promoter and Promoter Group"

S. No.	Name of the Shareholder	Details of Shares held		Total shares (including underlying shares assuming full conversion of warrants and convertible securities) as a % of diluted share capital
		No. of Shares held	As a % of grand total
1	K R Rathi	3,62,790	0.52	0.00
2	P R Rathi	38,23,450	5.52	0.00
3	S P Rathi	13,13,680	1.90	0.00
4	Rahul P Rathi	47,54,540	6.87	0.00
5	B J Rathi HUF	1,89,750	0.27	0.00
6	K B Rathi	1,00,900	0.15	0.00
7	Ajoy B Rathi	20,51,060	2.96	0.00
8	Ajoy B Rathi HUF	10,30,000	1.49	0.00
9	Ajoy B Rathi (As Trustee- Manan Rathi Trust)	8,27,900	1.20	0.00
10	Nisha A Rathi	7,19,370	1.04	0.00
11	Rajesh B Rathi	32,84,140	4.74	0.00
12	Rajesh B Rathi HUF	1,33,000	0.19	0.00
13	Rajesh B Rathi (As Trustee- Sow Rachna Rathi Family Trust)	12,08,250	1.75	0.00
14	Rajesh B Rathi (As Trustee- Shri Balkrishna Rathi Family Trust)	8,45,200	1.22	0.00
15	Rachna R Rathi	5,000	0.01	0.00
16	Balkrishna Rathi Finance Private Limited	4,62,550	0.67	0.00
17	N J Rathi	24,17,650	3.49	0.00
18	Anuj N Rathi	38,27,620	5.53	0.00
19	Anuj N Rathi HUF	5,67,770	0.82	0.00
20	Archana A Rathi	7,27,490	1.05	0.00
21	N J R Finance Private Limited	10,90,630	1.58	0.00
22	Kishor Laximinarayan Rathi	10,74,300	1.55	0.00
23	Aruna K Rathi	29,24,350	4.22	0.00
24	Rohit K Rathi	21,75,950	3.14	0.00
25	Laxminarayan Finance Private Limited	6,98,920	1.01	0.00
	Total	3,66,16,260	52.89	0.00

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	Total shares (including underlying shares assuming full conversion of warrants and convertible securities) as a % of diluted share capital
1	Vijay Kishanlal Kedia	1129970	1.63	0.00
2	Vasant Ramchandra Rathi	939970	1.36	0.00
3	Anuradha Vasant Rathi	700770	1.01	0.00
4	DIC Corporation Japan	5579890	8.06	0.00
5	Vijaykumar Ramchandra Rathi	721290	1.04	0.00
6	Government Pension Fund Global Norges Bank (Central Bank of Norway)	3412630	4.93	0.00
	Total	12484520	18.03	0.00

Shareholding of securities (including shares, warrants, convertible securities) of persons (together with PAC) belonging to the category “Public” and holding more than 5% of the total number of shares of the company

Sl. No.	Name of the Shareholder	No. of Shares held	Shares as % of Total No. of Shares	Total shares (including underlying shares assuming full conversion of warrants and convertible securities) as a % of diluted share capital
1	DIC Corporation Japan	5579890	8.06	0.00
	Total	5579890	8.06	0.00

BUSINESS DETAILS

Line of Business :	Public Limited Liability Company. The Company’s Shares are Listed on the Stock Exchanges.
Products :	Pigments Organic Pigments Inorganic Pesticides
Brand Names :	Not Available
Agencies Held :	Not Available
Exports :
Products :	Synthetic Organic Dyed
Countries :	Belgium Japan Italy Netherland Sri Lanka Indonesia UK Hong Kong US Saudi Arabia Australia Taiwan
Imports :
Products :	Chemicals
Countries :	Korea China Ukraine
Terms :
Selling :	Cash and Credit
Purchasing :	Cash and Credit

GENERAL INFORMATION

Suppliers :

Reference :	Not Available
Name of the Person :	Not Available
Contact No.:	Not Available
Since How Long Known :	Not Available
Experience :	Not Available
Maximum Limit Dealt :	Not Available

Customers :

Reference :	Not Available
Name of the Person :	Not Available
Contact No.:	Not Available
Since How Long Known :	Not Available
Experience :	Not Available
Maximum Limit Dealt :	Not Available

No. of Employees :

1500 (Approximately)

Bankers :

• Bank of Maharashtra, Lokmangal, 1501, Shivaji Nagar (Head Office), Pune – 411 005, Maharashtra, India
• State Bank of India, Pune, Maharashtra, India
• Bank of Baroda, Pune Camp Branch, Pune – 411 001, Maharashtra, India
• ICICI Bank Limited
• HDFC Bank Limited
• Export - Import Bank of India

Facilities :

Secured Loans	31.03.2014 (Rs. in Million)	31.03.2013 (Rs. in Million)
LONG-TERM BORROWINGS
Loan from Banks
HDFC Bank (Note Nos. i & xii)	128.000	224.000
Export-Import Bank of India (EXIM Bank) (Note Nos. ii, iii, x & xii)	94.652	206.460
Bank of Maharashtra (Note Nos. iv to ix & xii)	729.660	991.149
State Bank of India (Note Nos. xi to xii)	200.000	200.000
SHORT-TERM BORROWINGS
Loan repayable on demand:
From Banks
Working Capital Borrowings from Banks (Notes Nos. i to ix)	977.352	698.713
Total	2129.664	2320.322

Notes:

LONG-TERM BORROWINGS

i)Term Loan from HDFC Bank Limited of Rs. 360.000 Million (outstanding Rs. 128.000 Million (P.Y. Rs. 224.000 Million)) was taken in Financial Year 2011-12 and carries interest @ 10.70% p.a. The loan is repayable in 45 monthly instalments of Rs. 8.000 Million each from November 2012.

ii) Term Loan from EXIM Bank of Rs. 150.000 Million (outstanding Rs. Nil (P.Y. Rs. 20.000 Million)) was taken in Financial Year 2008-09 and carries interest @ 11.20% p.a. The loan is repayable in 60 monthly instalments of Rs. 2.500 Million each from December 2009.

iii) Term Loan from EXIM Bank of Rs. 36 Million (outstanding Rs. 60.000 Million (P.Y. Rs. 150.000 Million)) was taken in parts till March 31, 2012 and carries interest @ 11.30% p.a. The loan is repayable in 48 monthly instalments of Rs. 75 Million each from February 2012.

iv) Term Loan from Bank of Maharashtra of Rs. 35 Million (outstanding Rs. 79,848,771 (P.Y. Rs. 167.500 Million)) was taken in Financial Year 2010-11 and carries interest @ 10.50% p.a. The loan is repayable in 46 monthly instalments of Rs. 7.300 Million each from March 2012 and 1 instalment is of Rs. 6.900 Million.

v) Term Loan from Bank of Maharashtra of Rs. 42 Million (outstanding Rs. 251.866 Million (P.Y. Rs. 336.000 Million)) was taken in parts till March 31, 2012 and carries interest @ 10.70% p.a. The loan is repayable in 20 quarterly instalments of Rs. 210 Million each from May 2013.

vi) Term Loan from Bank of Maharashtra of Rs. 16.85 Million (outstanding Rs. 117.944 Million (P.Y. Rs. 151.649 Million)) was taken in Financial Year 2012-13 and carries interest @ 10.50% p.a. The loan is repayable in 60 monthly instalments of Rs. 2.808 Million each from October 2013.

vii) Term Loan from Bank of Maharashtra of Rs. 420.000 Million (outstanding Rs. 280,000,000 (P.Y. Rs. 336.000 Million)) was taken in Financial Year 2012-13 and carries interest @ 10.25% p.a. The loan is repayable in 48 monthly instalments of Rs. 8.750 Million each from May 2013.

viii) Term Loan from EXIM Bank of USD 1 Million (outstanding Rs. 34,652,268 (P.Y. Rs. 36.460 Million)) was taken in parts till March 31, 2014 and carries interest @ LIBOR + 475 b.p.s. p.a. The loan is repayable in 12 quarterly instalments of USD 0.83 Million each from March 2014.

ix) Corporate Term Loan from SBI of Rs. 300.000 Million (outstanding Rs. 200,000,000 (P.Y. Rs. 200.000 Million)) was taken in parts till March 31, 2014 and carries interest @ 10.80% p.a. The loan is repayable in 8 quarterly instalments of Rs. 25.000 Million each from June 2014.

x) Nature of Security : The Term Loans from Export Import Bank of India (EXIM Bank), Bank of Maharashtra (BOM) and HDFC Bank Limited are secured by First Pari Passu charge by way of hypothecation of all movable fixed assets and further secured by way of mortgage on all immovable fixed assets of the Company situated at Roha, Mahad, Dist. Raigad and at Ambadvet, Amralevadi, Dist. Pune. The Term Loan of EXIM Bank of Rs. 150.00 Million is also secured by a charge on the Company’s current assets, both present and future. The Foreign Currency Term Loan of USD 1.00 Million (Rs. 55.000 Million approx.) from Export Import Bank of India (EXIM Bank) is secured by a First Pari Passu charge on the entire fixed assets of the Company. Also the said Foreign Currency Term Loan is to be secured by a mortgage charge on the immovable properties of the Company situated at Roha, Mahad, Dist. Raigad and Ambadvet, Amralevadi, Dist. Pune. The Corporate Loan of Rs. 300.000 Million from State Bank of India, Pune (SBI) is secured by a First Pari Passu charge on the movable fixed assets and current assets of the Company. Also the said Corporate Loan is to be secured by a mortgage charge on the immovable properties of the Company situated at Roha, Mahad, Dist. Raigad and Ambadvet, Amralevadi, Dist. Pune.

xi) Intercorporate Deposits are generally accepted for period of 3 years. Rate of Interest varies from 10 - 11.50% p.a.

xii) Fixed Deposits are generally accepted for period of 1 - 3 years. Rate of Interest varies from 9 - 11.50% p.a.

xiii) Above Loans exclude those maturing within 12 months

SHORT-TERM BORROWINGS

i) Working Capital Loan (Cash Credit) Rs. 266.263 Million (P.Y. Rs. 119.245 Million) from Bank of Maharashtra carries interest @ 11.25% p.a. The Loan is secured by hypothecation of stock-in-trade, book debts and receivables.

ii) Working Capital Loan (Cash Credit) Rs. 434.035 Million (P.Y. Rs. 165.709 Million) from State Bank of India carries interest @ 10.20% p.a. The Loan is secured by hypothecation of stock-in-trade, book debts and receivables.

iii) Working Capital Loan (Cash Credit) Rs. 4.088 Million (P.Y. Rs. 2.836 Million) from Bank of Baroda carries interest @ 11.75% p.a. The Loan is secured by hypothecation of stock-in-trade, book debts and receivables.

iv) Working Capital Loan (Cash Credit) Rs. 10.723 Million (P.Y. Rs. 29.706 Million) from HDFC Bank carries interest @ 12.70 % p.a. The Loan is secured by hypothecation of stock-in-trade, book debts and receivables.

v) Working Capital Loan (Cash Credit) Rs. 103,460 Million (P.Y. Rs. 53.425 Million) from ICICI Bank carries interest @ 11.50 % p.a.

The Loan is secured by hypothecation of stock-in-trade, book debts and receivables.

vi) Working Capital Loan (PCFC) Rs. Nil (P.Y. Rs. 54.690 Million) from Bank of Maharashtra carries interest @ LIBOR + 250 BASIS POINTS p.a. The Loan is repayable within 180 days from the date of borrowing.

viii) Working Capital Loan (EPC) Rs. 76,298,339 (P.Y. Rs. Nil) from HSBC Limited carries interest @ 10.10% p.a. The Loan is repayable within 180 days from the date of borrowing.

ix) Working Capital Loan (Packing Credit (Post-shipment)) Rs. Nil (P.Y. Rs. 156.686 Million) from Bank of Maharashtra carries interest @ 10.25% p.a. The Loan is repayable within 90 days from the date of borrowing.

x) Working Capital Loan (Packing Credit (Post-shipment)) Rs. Nil (P.Y. Rs. 116.41 Million) from State Bank of India carries interest @ 9.70 % p.a.

The Loan is repayable within 90 days from the date of borrowing.

Auditors :
Name :	B.K. Khare and Company Chartered Accountants
Address :	Mumbai, Maharashtra, India
Memberships :	Not Available
Collaborators :	Not Available
Subsidiary Companies :	Prescient Color Limited Sudarshan Europe B.V. Sudarshan North America, Inc. (Step-down subsidiary of Sudarshan, India)
Entities in which Key Management Personnel and / or their relatives exercise significant influence (SKMP)	Rathi Brothers Poona Limited Rathi Brothers Madras Limited Rathi Brothers Calcutta Limited Rathi Brothers Delhi Limited Manan Rathi Trust Balkrishna Rathi Finance Private Limited PRR Finance Private Limited Laxminarayan Finance Private Limited Marathwada Chemical Industries Private Limited RIECO Industries Limited Rathi Vessels and Systems Private Limited

CAPITAL STRUCTURE

AS ON 31.03.2014

Authorised Capital :

No. of Shares	Type	Value	Amount
8000000	Equity Shares	Rs.10/- each	Rs.80.000 Million

Issued Capital :

No. of Shares	Type	Value	Amount
*6922775	Equity Shares	Rs.10/- each	Rs.69.228 Million

Subscribed & Paid-up Capital :

No. of Shares	Type	Value	Amount
6922725	Equity Shares	Rs.10/- each	Rs.69.227 Million

Note:

* Allotment of 50 Rights Equity Shares of Rs.10/- each is kept in abeyance, matter being sub-judice.

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

Particulars	No. of shares	Amount (Rs. in Million)
At the beginning of the year	6922725	69.227
Add: Allotted during the year	--	--
Less: Shares bought back during the year	--	--
Outstanding at the end of the year	6922725	69.227

Terms/ Rights attached to equity shares:

The Company has only one class of equity shares having a par value of Rs.10 per share. Each holder of equity shares is entitled to one vote per share. The Company declares and pays dividend in Indian Rupees. The dividend proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting.

During the Financial Year ended 31st March, 2014, the amount of per share proposed dividend recognised as distribution to the equity shareholders is Rs. 15.00 (Previous Year : Rs. 12.50).

In the event of liquidation of the Company, the holders of equity shares will be entitled to receive remaining assets of the Company, after distribution of all preferential amounts. The distribution will be in proportion to the number of equity shares held by the shareholders.

Shares held by holding/ultimate holding company and/or their subsidiaries/associates:

The Company does not have any holding or ultimate holding company.

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

Particulars	No. of shares	%
Pradeep R. Rathi	382345	5.52
Rahul P. Rathi	475454	6.87
Anuj N. Rathi	382762	5.53
DIC Corporation, Japan	557989	8.06

FINANCIAL DATA

[all figures are in Rupees Million]

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	69.227	69.227	69.227
(b) Reserves & Surplus	2964.394	2741.705	2632.395
(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)	3033.621	2810.932	2701.622
(3) Non-Current Liabilities
(a) Long-term borrowings	1768.647	2103.899	1233.222
(b) Deferred tax liabilities (Net)	348.158	252.261	212.310
(c) Other long term liabilities	27.793	27.811	27.770
(d) Long-term provisions	54.708	52.871	53.392
Total Non-current Liabilities (3)	2199.306	2436.842	1526.694
(4) Current Liabilities
(a) Short term borrowings	1469.852	1443.166	1051.553
(b) Trade payables	1077.144	1017.263	963.133
(c) Other current liabilities	1093.991	882.487	823.158
(d) Short-term provisions	167.510	145.070	139.505
Total Current Liabilities (4)	3808.497	3487.986	2977.349
TOTAL	9041.424	8735.760	7205.665
II. ASSETS
(1) Non-current assets
(a) Fixed Assets
(i) Tangible assets	3030.558	2959.990	2048.034
(ii) Intangible Assets	126.763	120.944	123.441
(iii) Capital work-in-progress	62.872	225.879	167.466
(iv) Intangible assets under development	0.000	0.000	0.000
(b) Non-current Investments	292.762	251.840	251.770
(c) Deferred tax assets (net)	0.000	0.000	0.000
(d) Long-term Loan and Advances	202.567	210.069	274.096
(e) Other Non-current assets	2.500	3.000	5.500
Total Non-Current Assets	3718.022	3771.722	2870.307
(2) Current assets
(a) Current investments	0.000	0.000	0.000
(b) Inventories	2113.439	1858.572	1569.123
(c) Trade receivables	2645.502	1995.931	1842.773
(d) Cash and cash equivalents	121.305	217.040	338.335
(e) Short-term loans and advances	158.645	644.334	398.772
(f) Other current assets	284.511	248.161	186.355
Total Current Assets	5323.402	4964.038	4335.358
TOTAL	9041.424	8735.760	7205.665

PROFIT & LOSS ACCOUNT

	PARTICULARS		31.03.2014	31.03.2013	31.03.2012
	SALES
		Revenue from operations	10266.501	7852.539	7442.343
		Other Income	47.284	115.504	79.836
		TOTAL (A)	10313.785	7968.043	7522.179
Less	EXPENSES
		Cost of materials consumed	5710.391	4520.131	4042.208
		Cost of goods traded	313.382	298.575	284.851
		Changes in inventories of finished goods, work-in-progress	51.848	(323.554)	(133.619)
		Employee benefit expense	644.559	602.042	536.333
		Other expenses	2315.849	2058.185	1905.965
		TOTAL (B)	9036.029	7155.379	6635.738
Less	PROFIT BEFORE INTEREST, TAX, DEPRECIATION AND AMORTISATION (A-B) (C)		1277.756	812.664	886.441
Less	FINANCIAL EXPENSES (D)		375.966	311.790	213.110
	PROFIT BEFORE TAX, DEPRECIATION AND AMORTISATION (C-D) (E)		901.790	500.874	673.331
Less/ Add	DEPRECIATION/ AMORTISATION (F)		353.515	250.372	171.485
	PROFIT BEFORE TAX (E-F) (G)		548.275	250.502	501.846
Less	TAX (H)		204.098	39.952	140.336
	PROFIT AFTER TAX (G-H) (I)		344.177	210.550	361.510
Add	PREVIOUS YEARS’ BALANCE BROUGHT FORWARD		561.980	482.670	421.732
Less	APPROPRIATIONS
		Transferred to General Reserve	60.000	30.000	200.000
		Proposed Equity Dividend	103.841	86.534	86.534
		Tax on Proposed Equity Dividend	17.648	14.706	14.038
	BALANCE CARRIED TO THE B/S		561.981	482.671	421.732
	EARNINGS IN FOREIGN CURRENCY
		Export of goods on F.O.B. Basis (inclusive of exports of Export House)	4394.989	3014.850	3105.423
		Others	7.247	31.823	24.243
	TOTAL EARNINGS		4402.236	3046.673	3129.666
	IMPORTS
		Raw Materials (including through Canalising Agencies)	2033.985	1316.967	1103.185
		Stores & Components	13.730	74.831	10.778
		Capital Goods	0.210	76.229	18.986
	TOTAL IMPORTS		2047.925	1468.027	1132.949
	Earnings Per Share (Rs.)		49.72	30.41	52.22

KEY RATIOS

PARTICULARS		31.03.2014	31.03.2013	31.03.2012
Net Profit Margin (PAT/Sales)	(%)	3.35	2.68	4.86
Operating Profit Margin (PBDIT/Sales)	(%)	12.45	10.35	11.91
Return on Total Assets (PBT/Total Assets}	(%)	6.31	3.03	7.39
Return on Investment (ROI) (PBT/Networth)		0.18	0.09	0.19
Debt Equity Ratio (Total Debt/Networth)		1.07	1.26	0.85
Current Ratio (Current Asset/Current Liability)		1.40	1.42	1.46

FINANCIAL ANALYSIS

[all figures are in Rupees Million]

DEBT EQUITY RATIO

Particular	31.03.2012	31.03.2013	31.03.2014
	(Rs. In Million)	(Rs. In Million)	(Rs. In Million)
Share Capital	69.227	69.227	69.227
Reserves & Surplus	2632.395	2741.705	2964.394
Net worth	2701.622	2810.932	3033.621
long-term borrowings	1233.222	2103.899	1768.647
Short term borrowings	1051.553	1443.166	1469.852
Total borrowings	2284.775	3547.065	3238.499
Debt/Equity ratio	0.846	1.262	1.068

YEAR-ON-YEAR GROWTH

Year on Year Growth	31.03.2012	31.03.2013	31.03.2014
	(Rs. In Million)	(Rs. In Million)	(Rs. In Million)
Sales	7442.343	7852.539	10266.501
		5.512	30.741

NET PROFIT MARGIN

Net Profit Margin	31.03.2012	31.03.2013	31.03.2014
	(Rs. In Million)	(Rs. In Million)	(Rs. In Million)
Sales	7442.343	7852.539	10266.501
Profit	361.510	210.550	344.177
	4.86%	2.68%	3.35%

LOCAL AGENCY FURTHER INFORMATION

CURRENT MATURITIES OF LONG TERM DEBT

Particular	31.03.2014	31.03.2013	31.03.2012
Current maturities of long-term debt
- Secured Loans from Banks :
HDFC Bank Limited	96.000	96.000	40.000
Export - Import Bank of India (EXIM Bank)	130.146	124.557	120.000
Bank of Maharashtra	310.302	283.598	107.804
State Bank of India	100.000	---	---
Kotak Mahindra Prime Limited	0.117	0.186	---
-Unsecured Loans :
Loans and Advances from Related Parties :
i ) Intercorporate Deposits	4.475	0.450	96.075
ii ) Fixed Deposits
1) From Public	5.600	0.370	--
2) From Shareholders	10.880	5.370	--
Loans and Advances from Others :
i ) Intercorporate Deposits	15.000	0.610	96.075
ii ) Fixed Deposits
1) From Public	33.130	30.705
2) From Shareholders	0.505	2.820	114.980

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	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	No
15]	Capital in the business	Yes
16]	Details of sister concerns	Yes
17]	Major suppliers	No
18]	Major customers	No
19]	Payments terms	Yes
20]	Export / Import details (if applicable)	Yes
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

INDEX OF CHARGES:

S.No.	Charge ID	Date of Charge Creation/Modification	Charge amount secured	Charge Holder	Address	Service Request Number (SRN)
1	10494776	27/05/2014 *	1,100,000,000.00	State Bank of India	Office No. 709 & 710, Level 7, The Gate Precinct,,  Building 3, Dubai International Finance Centre,  Dubai, - 482033, UNITED ARAB EMIRATES	C04715397
2	10421285	01/10/2013 *	300,000,000.00	State Bank of India Industrial Finance Branch	Tara Chambers,2nd floor,Near Mariaai Police Chowky, Old Pune Mumbai Highway, Wakdewadi, Pune, Maharashtra - 411003, INDIA	B86859485
3	10412965	01/10/2013 *	55,000,000.00	Export-Import Bank of India (Exim Bank)	Centre One Building, Floor 21, World Trade Centre  Complex, Cuffe Parade, MUMBAI, Maharashtra - 400005, INDIA	B86887593
4	10254591	15/12/2010	350,000,000.00	Bank of Maharashtra	Corporate Finance Branch, Yashomangal,1183/A,F.C.  Road, Pune, Maharashtra - 411005, INDIA	B01306745
5	10254495	15/12/2010	360,000,000.00	Export-Import Bank of India (EXIM Bank)	Centre One Building, Floor 21, World Trade Centre  Complex, Cuffe Parade, Mumbai, Maharashtra - 400005, INDIA	B00828087
6	10127480	06/03/2009 *	150,000,000.00	Export-Import Bank of India	Centre One Building, Floor 21, World Trade Centre  Complex, Cuffe Parade, Mumbai, Maharashtra - 400005, INDIA	A58242629
7	80017484	27/05/2014 *	3,250,000,000.00	BANK OF MAHARASHTRA	CORPORATE FINANCE BRANCH, YASHOMANGAL", F.C.ROAD,  PUNE, Maharashtra - 411005, INDIA	C05589239

* Date of charge modification

Unsecured Loans	31.03.2014 (Rs. in Million)	31.03.2013 (Rs. in Million)
LONG-TERM BORROWINGS
Loans and Advances from Related Parties:
Intercorporate Deposits (Note No. xi)	103.835	175.610
Fixed Deposits (Note No. ii)
From Public	0.000	5.600
From Shareholders	10.080	10.880
Loans and Advances from Others:
Intercorporate Deposits (Note No. xi)	8.510	26.900
Fixed Deposits
From Public	453.105	239.190
From Shareholders	40.805	24.110
SHORT-TERM BORROWINGS
Loan repayable on demand:
From Banks
Short Term Loan [Note Nos. xii) to xix)]	492.500	744.453
Total	1108.835	1226.743

Notes:

LONG-TERM BORROWINGS

xiv) Nature of Security : The Term Loans from Export Import Bank of India (EXIM Bank), Bank of Maharashtra (BOM) and HDFC Bank Limited are secured by First Pari Passu charge by way of hypothecation of all movable fixed assets and further secured by way of mortgage on all immovable fixed assets of the Company situated at Roha, Mahad, Dist. Raigad and at Ambadvet, Amralevadi, Dist. Pune. The Term Loan of EXIM Bank of Rs. 150.000 Million is also secured by a charge on the Company’s current assets, both present and future. The Foreign Currency Term Loan of USD 1.00 Million (Rs. 55.000 Million approx.) from Export Import Bank of India (EXIM Bank) is secured by a First Pari Passu charge on the entire fixed assets of the Company. Also the said Foreign Currency Term Loan is to be secured by a mortgage charge on the immovable properties of the Company situated at Roha, Mahad, Dist. Raigad and Ambadvet, Amralevadi, Dist. Pune. The Corporate Loan of Rs. 30 Crores from State Bank of India, Pune (SBI) is secured by a First Pari Passu charge on the movable fixed assets and current assets of the Company. Also the said Corporate Loan is to be secured by a mortgage charge on the immovable properties of the Company situated at Roha, Mahad, Dist. Raigad and Ambadvet, Amralevadi, Dist. Pune.

xv) The Loan from Kotak Mahindra Prime Limited is secured by hypothecation of vehicle procured out of the said loan.

xvi) Intercorporate Deposits are generally accepted for period of 3 years. Rate of Interest varies from 10 - 11.50% p.a.

xvii) Fixed Deposits are generally accepted for period of 1 - 3 years. Rate of Interest varies from 9 - 11.50% p.a.

xviii) Above Loans exclude those maturing within 12 months

SHORT-TERM BORROWINGS

xii) Nature of Security : Working Capital Borrowings from Bank of Maharashtra led Consortium Banks consisting of Bank of Maharashtra, State Bank of India, Bank of Baroda, ICICI Bank Limited, HDFC Bank Limited and The Hong Kong and Shanghai Banking Corporation Limited are secured by hypothecation of stock-in-trade, book debts and receivables. These are further secured by second charge on the immovable properties of the Company situated at Roha, Mahad, Dist. Raigad and Ambadvet, Amralewadi, Dist. Pune by creation of a joint registered mortgage.

xiii)Short-Term Loan Rs. Nil (P.Y. Rs. 140.000 Million) from State Bank of India carries interest @ 10.50% p.a. The Loan is repayable within 90 days from the date of borrowing.

xiv) Short-Term Loan Rs. 250.000 Million (P.Y. Rs. 300.000 Million) from Bank of Maharashtra carries interest @ 10.50% p.a. The Loan is repayable within 90 days from the date of borrowing.

xv) Short-Term Loan Rs. 82.500 Million (P.Y. Rs. Nil) from HSBC Limited carries interest @ 10.15% p.a. The Loan is repayable within 90 days from the date of borrowing.

xvi) Short-Term Loan Rs. 80.000 Million (P.Y. Rs. Nil) from Bank of Baroda carries interest @ 10.50% p.a. The Loan is repayable within 90 days from the date of borrowing.

xvii) Short-Term Loan Rs. 80.000 Million (P.Y. Rs. Nil) from HDFC Bank Limited carries interest @ 10.30% p.a. The Loan is repayable within 90 days from the date of borrowing.

xviii) Short-Term Loan Rs. 244.890 Million (P.Y. Rs. Nil) from HSBC Limited carries interest @ 3.62% p.a. The Loan is repayable within 90 days from the date of borrowing.

xix) Short-Term Loan Rs. 10.000 Million (P.Y. Rs. Nil) from Bank of Maharashtra carries interest @ 12.75 % p.a. The Loan is repayable within 90 days from the date of borrowing.

xx) Buyer’s Credit Loan Rs. Nil (P.Y. Rs. 205.062 Million) from HSBC Limited carries interest @ LIBOR + 195 / 205 & 235 b.p.s. p.a. The Loan is repayable within 180 days from the date of borrowing.

xxi) Buyer’s Credit Loan Rs. Nil (P.Y. Rs. 43.194 Million) from Citibank N.A. carries interest @ LIBOR + 175 b.p.s. p.a. The Loan is repayable within 180 days from the date of borrowing.

xxii) Buyer’s Credit Loan Rs. Nil (P.Y. Rs. 56.195 Million) from ICICI Bank Limited carries interest @ LIBOR + 170 b.p.s. p.a. The Loan is repayable within 180 days from the date of borrowing.

xxiii) Buyer’s Credit Loan Rs. 47.070 Million (P.Y. Rs. 161.943 Million) from EXIM Bank carries interest @ LIBOR+500 b.p.s. p.a. The loan is repayable within 180 days from the date of borrowing.

xxiv) Buyer’s Credit Loan from EXIM Bank is secured by corporate guarantee issued by Sudarshan Chemical Industries Ltd.

THE YEAR IN RETROSPECT:

(A) SALES:

The Financial Year 2013 - 14 turned out to be a good year for the Company. For the first time Sales have crossed Rs. 10000 Million in the year, notwithstanding the challenging macro-economic conditions and negative business sentiments prevalent throughout the year, both in the domestic and international market and across the Industry. The impressive performance is the result of sustained drive and team work of the organization as a whole.

Total Revenue from operations for the year ended 31st March, 2014 aggregated to Rs. 10314 million as against Rs. 7968 million achieved during the previous year thereby recording a good growth of around 29%. Profit after tax for the year ended 31st March, 2014 was Rs. 344 million as against Rs. 211 million earned during the previous year. Margins could have higher but for the increase in interest costs, input costs and forex loss all of which had to be absorbed by the Company.

Pigment revenue rose from Rs. 6967 million in the previous year to Rs. 9167 million in the year thereby recording an excellent growth of 32%. Profits for the Pigment Division for the year amounted to Rs. 1058 million as compared to Rs. 772 million of the previous year.

Agro revenue for the year ended 31st March, 2014 amounted to Rs. 1100 million as against Rs. 886 million achieved during the previous year thereby recording a growth of 24%. Profits for the Agro Division for the year amounted to Rs. 77 million as compared to Rs. 45 million of the previous year.

(B) EXPORTS:

The Company’s subsidiaries in The Netherlands and North America continue to record improved performance in terms of revenue. The natural mica based pearlescent business for cosmetics, sold under the brand Prestige and Flonac C, has been well integrated in the Cosmetic Pigment Products Portfolio and has yielded good

results.

In view of the increasing opportunities in the overseas markets the Company has also taken steps in the staffing of manpower in The Netherlands and North America for addressing the requirements of the overseas markets. The Company also has set up an efficient sales and distribution network in core overseas markets. All these measures are expected to give a boost to exports and contribute to consolidation in the export market.

Revenue from pigment exports for the year ended 31st March, 2014 amounted to Rs. 4380 million as against Rs. 3005 million for the previous year thereby registering an excellent growth of 46% over the previous year.

SUBSIDIARY COMPANIES:

During the year, the Company’s overseas subsidiaries, Sudarshan Europe B.V. and Sudarshan North America, Inc. have shown better performance in sales and profitability. With key focus on improving market share the subsidiaries are expected to record better performance.

The other Indian Wholly Owned Subsidiary, Prescient Color Limited, has recorded good financial performance with good growth in Sales and Profit. The domestic slowdown notwithstanding, indications point to a better performance in the current year.

RECOGNITION :

The Board is pleased to announce that the Company has received the following awards :

1. Dyestuffs Manufacturers’ Association of India (DMAI) award for the Financial Year 2013 - 2014 for -

a) Excellent performance in pollution control for Large Scale Unit

b) Excellent performance in Safety and Hazards control (Second Award for Large Scale Unit)

c) Excellent performance in exports of Pigments (Award for Large Scale Unit)

Above awards signify our commitment towards Environment, Health, Safety and significant contribution in exports.

2. World Women in Leadership Award in Corporate Social Responsibility (CSR) awarded to Mrs. Rachna R. Rathi

wife of Mr.R.B.Rathi, Dy. Managing Director towards her contribution in several projects in CSR in society around us and in SUDHA (Sudarshan’s Holistic Aspiration).

3. “Global HR Excellence Award for Organization with Innovative HR Practices” for Induction and on boarding

process at the World HRD Congress – 2014 for having aligned our HR practices as per Global Standards.

4. “Global CSR Excellence & Leadership Award for Women Empowerment” at the World CSR Congress – 2014 for commitment to Corporate Sustainability by SUDHA Team towards sustainable livelihood initiatives to empower

women and help them to rise in their lives.

MANAGEMENT DISCUSSION AND ANALYSIS

Overview

The Global economic environment during the year 2013 - 14 continued to be under stress in the background of recession in Europe, slow growth in the United States, and in most emerging market economies. The Euro-zone crisis continues to affect key economies in Central and Eastern Europe. On the other hand turmoil in the Middle East is causing serious economic risks – both there and elsewhere, contributing to high oil prices, constraining global growth.

The Indian Economy though reasonably insulated from Global downturn continues to battle rising input costs, adverse foreign exchange situation, high current account deficit and tight credit conditions all of which have affected growth.

Given the difficult operating conditions, the results achieved for the year ended 31st March, 2013 are considered to be satisfactory.

Business of the Company

The Company is a globally renowned player in the Pigment Industry and manufactures a wide range of Organic and Inorganic Pigments, Effect Pigments, Agro Chemicals and other products with facilities at Roha and Mahad, District Raigad, Maharashtra. The Company has also set up an ultra modern R&D Facility at Ambedvet, Amralevadi, Taluka Mulshi, District Pune, India.

Financial and Operational Performance

The business environment has been extremely challenging given the recessionary economic conditions leading to slowdown in global economic growth. Revenues have been under pressure on account of low demand and unfavourable market conditions.

Profits were also under tremendous pressure on account of steep rise in input costs on account of the cascading effect of high inflation owing to a number of factors and increase in interest costs on account of ongoing capital expenditure coupled with delay in commissioning and standardization of new capacities. As a result the Company could not achieve benefits of economies of scale. Of the total sales revenue of Rs. 10225 Million achieved during the year, 43% is contributed by export of Pigments.

The Company’s overseas Subsidiaries viz. Sudarshan Europe BV, Sudarshan North America, Inc., step down Subsidiary of Sudarshan, India and Indian Subsidiary, Prescient Color Limited have posted improved results in the year as can be seen from the Company’s Consolidated Financial Results. The operations of the Company’s Representative Office in China have also been revamped to focus on furthering its interests in the Asia Pacific region.

The certification of ISO 9001 and ISO 14001 and OHSAS –ISO 18001 from BVQI is a testimony to the Company’s commitment towards quality, safety and sustainable environment friendly approach. The Roha and Mahad factories of the Company have received British Five Star Rating which is a testimony to strenuous efforts taken by the Company to achieve operational excellence in Environment Health and Safety. The Company has also well established R & D laboratories recognized by Department of Scientific and Industrial Research (DSIR). Also, their Labs are ISO 17025:2001 certified by National Accreditation Board for Testing and Calibration Laboratories (NABL), Government of India. The Ministry of Science and Technology, New Delhi, acting on behalf of Government of India has recognised the Company’s in house R & D Units at Roha, District Raigad and Ambadvet, Amralevadi, Taluka Mulshi, District Pune for a further period of 4 years i.e. upto 31^st March, 2016.

Segmental Overview

In accordance with Accounting Standard -17, the Company has two reportable business segments, Pigments and Agro Chemicals.

The pigment business of the Company mainly comprises manufacturing of High Performance Pigments and Commodity

Pigments apart from customized pigments for niche segments catering to domestic and international customers as also manufacture of Effect Pigments for cosmetics, coating applications etc.

Agro Chemical business of the Company consists primarily of Products which are generic in nature.

Segment I – Pigments

Industry Structure and Developments

The Pigment Industry worldwide is one of the dominant industries with collective revenues of over USD 5 billion. The growth of the Pigment Industry has more or less moved in tandem with the growth of Global economy. Growth in per capita income leading to growth in per capita spending fuels demand for Pigments ranging from paints to plastics to polymer, ink to cosmetics and more, encompassing every sphere of life.

The Company is one of the largest domestic manufacturers of Pigments in India with a 30% market share. The Pigment Division manufactures a wide range of Organic, Inorganic and Effect Pigments catering to domestic and

export markets mainly for paint, inks, plastics, cosmetics, fashion accessories and automobiles as the user industries. The Company’s Pigments are exported to most of the discerning markets in Europe, America and Asia. The manufacturing activity is carried out at Roha and Mahad factories with R&D facilities at Ambadvet, Amralevadi, Taluka Mulshi, District Pune.

There is an excess capacity for the manufacture of commodity pigments worldwide. This results in intense price competition in the commodity segments market. The China factor also continues to affect the Pigment industry.

Performance

The Pigment Division increased its revenue in the year 2013 - 14 to Rs. 9167 million from Rs. 6967 million in 2012 - 13, recording an excellent increase of around 32% over the previous year. Sales from exports for the year

under review amounted to Rs. 4380 million as against Rs. 3005 million achieved during the previous year recording an excellent growth of around 46%.

Outlook

Sudarshan’s globalization plans and its already strong base in India provides a great opportunity for growth. Also

Sudarshan’s strategy of focusing on High Performance Pigments and specialized Azo Pigments provide a great future.

The Indian Pigment Industry has evolved from a basic Pigment producer to that of a knowledge intensive industry catering to requirement of colorants for all segments. The domestic demand for Pigments offers opportunity to the Company to improve its market share. Many new High Performance and Effect Pigments are also being launched for cosmetic and coating markets. The Company’s strategy of setting up sales offices to cater to European and North American Customers as also a representative office in China is expected to give a push to Pigment exports as the Company is better equipped to understand and comply with their preferences.

As a result of the slow down in Western markets, end consumers of Pigment Products are on the look out for alternative suppliers to meet their varied requirements. Sudarshan, with a wide range of High Performance Pigments as also Effect Pigments, is ideally placed to meet their requirements.

As a consequence of all these actions, the Company expects better results during the current year.

Segment II – Agro Chemicals

Industry Development

Unseasonal rains, unfavourable monsoon and drought in some parts of the country dented the prospects of the

Indian Agro Chemical Industry, impacting the consumption of Agro Chemicals. The industry has also seen a change in the Product mix owing to change in the crop pattern as also due to change in the pattern of pest formation. The average per hectare consumption of agrochemicals in India is much lower than consumption in USA, JAPAN and other developed countries. This augurs well for the Agro Chemical Industry. Rapid growth in acreage of Bt Cotton hybrids resulting in improvement in yield of cotton crop is opening new opportunities for more consumption of pesticides for the control of sucking pests and plant growth nutrients.

India being a tropical country, the consumption pattern of pesticides is tilted towards insecticides, accounting for around 58-60% of the crop protection chemical market. It is followed by herbicides and fungicides at 20% and 18% respectively.

The Crop Protection Industry witnessed growing uncertainties owing to variations in the monsoon spread in some parts of the country, change in climatic conditions, fluctuation in end product prices due to variable raw material costs as also unavailability of key raw materials from China. The Industry also witnessed further slide in the demand for conventional products.

Performance

During the year under review, the Agro Division achieved a turnover of Rs. 1100 million as against Rs. 886 million

made in the previous year thereby recording a growth of around 24%. Notwithstanding the adverse business environment, the Agro Division has managed to earn reasonable profits for the year under review. The Company

expects to improve performance by concentrating more on the sale of Technical and Bulk pesticides.

The Agro Chemical Industry is more than ever subjected to the vagaries of the monsoon and could impact sale of

Agrochemicals. The Company is mainly into the generic segment which faces cut throat competition from other unorganized and organized players in the Agro Chemical Industry. This may lead to stagnation in revenues and profits.

Outlook

The Company expects to improve the performance by laying more emphasis on Technical and Bulk as well as Brand business. Notwithstanding availability constraints of key raw materials and difficult market conditions, the current year should end on a positive note.

Profile of Promoter Directors:

1. Mr. K.L. Rathi, Executive Chairman, is B. Sc, B.Sc. (Tech) and M.A.(Chem) from Columbia University, USA and has been associated with the Company for more than four decades. Mr. K.L. Rathi is also the Chairman of Roha Manufacturers Association.

2. Mr. P.R. Rathi, Vice Chairman and Managing Director, is MS in Chemical Engineering from MIT, USA and MBA from Columbia University, USA and has been associated with the Company for more than three decades.

3. Mr. R.B. Rathi, Director, is B.E. Mech. Engg from MIT, Pune, B.S. Chem. Engg. from Ohio University USA and M.B.A. from Pittsburgh University, USA. Mr. R.B. Rathi has been associated with the Company for the past two decades.

4. Mr. N.J. Rathi, Non Executive Director, is M.Com from University of Pune and M.B.A. from USA.

Profile of Non-Executive Independent Directors:

1. Mr. B.S. Mehta, is a Fellow Member of the Institute of Chartered Accountants of India. Mr. B.S. Mehta is Senior

Partner of Bansi S. Mehta and Co., a firm of Chartered Accountants. Mr. B.S. Mehta is also on the Board of several other Companies.

2. Mr. S.N. Inamdar, is a leading advocate and an expert in Income Tax matters. Mr. S.N. Inamdar is also on the Board of several other Companies.

3. Mr. P.P. Chhabria Mr. P.P. Chhabria is the original Promoter of Finolex companies coming under Finolex Group. Mr. P.P. Chhabria is also on the Board of several other Companies.

4. Mr. D.N. Damania is B.E Mechanical Engineering from Pune University and a renowned technocrat. Mr. D.N. Damania is also on the Board of several other Companies.

5. Mr. S. Padmanabhan is M.Sc. (Physics) from Delhi University and Bachelor of General Law from Mumbai University. Mr. S. Padmanabhan has a diploma in Development Economics from University of Cambridge, U.K. and a Diploma in Management Accounting from Bajaj Institute of Management, Mumbai. A former IAS Officer, Mr. S. Padmanabhan has wide experience in industrial projects, finance and administration. Mr. S. Padmanabhan is also on Board of several other Companies.

6. Mr. S.K. Asher is a Fellow member of the Institute of Chartered accountants of India and Commerce and Law graduate from the Bombay University. Mr. Sanjay Asher is senior partner of Crawford Bayley and Company, Mumbai and is also on the Board of several other Companies.

7. Mrs. R.F.Forbes, is a Graduate in Psychology and Sociology from Bombay University and has further done special courses on Women in Leadership, Human Resources and Organisational Behaviour and Social Entrepreneurship and Philanthropy from IIM Ahmedabad and Stanford University. She is also on the Board of other companies including Forbes Marshall Private Ltd. (since 1999).

STATEMENT OF STANDALONE UNAUDITED FINANCIAL RESULTS FOR THE QUARTER ENDED AND NINE MONTHS ENDED 31^st December 2014

(Rs. in Million)

Sr. No.	Particulars	Quarter Ended		9 Months ended
		31.12.2014	30.09.2014	31.12.2014
		Unaudited	Unaudited	Unaudited
	PART I
1	Income from operations
	(a) Net sales/income from operations (Net of excise duty)	2439.790	3017.520	8120.590
	(b) Other operating income	15.400	12.090	36.680
	Total income from operations (net)	2455.190	3029.610	8157.270
2	Expenses
	(a) Cost of materials consumed	1549.010	1798.950	4891.060
	(b) Purchases of stock-in-trade	55.300	110.730	257.370
	(c) Changes in inventories of finished goods, work-in-progress and stock-in-trade	(197.740)	(68.230)	(217.360)
	(d) Employee benefits expense	180.210	197.500	562.450
	(e) Depreciation and amortisation expense	96.400	99.670	293.060
	(f) Other expenses	597.100	634.140	1751.010
	Total expenses	2280.280	2772.760	7537.590
3	Profit / (Loss) from operations before other income, finance costs and exceptional items (1 - 2)	174.910	256.850	619.680
4	Other income	41.610	46.150	176.080
5	Profit / (Loss) from ordinary activities before finance costs and exceptional items (3 + 4)	216.520	303.000	795.760
6	Finance costs	67.790	68.530	250.730
7	Profit / (Loss) from ordinary activities after finance costs but before exceptional items (5 - 6)	148.730	234.470	545.030
8	Exceptional items	--	--	--
9	Profit / (Loss) from ordinary activities before tax (7 + 8)	148.730	234.470	545.030
10	Tax expense	40.500	70.080	156.610
11	Net Profit / (Loss) from ordinary activities after tax (9 - 10)	108.230	164.390	388.420
12	Extraordinary items (net of tax expense)	--	--	--
13	Net Profit / (Loss) for the period (11 + 12)	108.230	164.390	388.420
14	Paid-up equity share capital (Face Value Rs. 10/- per share)	138.450	69.230	138.450
15	Reserve excluding Revaluation Reserves as per balance sheet of previous accounting year	--	--	--
16 i	Earnings per share (before extraordinary items) (of Rs.2/- each) (not annualised):	1.56	2.37	5.61
	Basic and Diluted
16 ii	Earnings per share (after extraordinary items) (of Rs.2/- each) (not annualised):	1.56	2.37	5.61
	Basic and Diluted
	PART II
A	PARTICULARS OF SHAREHOLDING
1	Public shareholding
	- Number of shares	32610990	3261099	32610990
	- Percentage of shareholding	47.11	47.11	47.11
2	Promoters and Promoter Group Shareholding a) Pledged / Encumbered
	- Number of shares	--	--	--
	- Percentage of shares (as a % of the total shareholding of promoter and promoter group)	--	--	--
	- Percentage of shares (as a % of the total share capital of the company)	--	--	--
	b) Non - encumbered
	- Number of shares	3661626	3661626	3661626
	- Percentage of shares (as a % of the total shareholding of the Promoter and Promoter group)	100.00	100.00	100.00
	- Percentage of shares (as a % of the total share capital of the company)	52.89	52.89	52.89

	Particulars	3 Months Ended 31^st December 2014
B	INVESTOR COMPLAINTS
	Pending at the beginning of the quarter	NIL
	Received during the quarter	NIL
	Disposed of during the quarter	NIL
	Remaining unresolved at the end of the quarter	NIL

STANDALONE SEGMENT-WISE REVENUE, RESULTS AND CAPITAL EMPLOYED UNDER CLAUSE 41 OF THE LISTING AGREEMENT

(Rs. in Million)

Sr. No.	Particulars	Quarter Ended		Half year ended
		31.12.2014	30.09.2014	31.12.2014
		Unaudited	Unaudited	Unaudited
1	Segment Revenue
	a) Pigments	2263.870	2635.150	7209.630
	b) Agro Chemicals	191.320	394.460	947.640
	Total :	2455.190	3029.610	8157.270
	Less : Inter segment revenue	--	--	--
	Net sales/income from operations	2455.190	3029.610	8157.270
2	Segment Results - Profit / (Loss) before tax and finance cost from segment :
	a) Pigments	295.540	335.050	933.100
	b) Agro Chemicals	8.360	35.990	63.370
	Total:	303.900	371.040	996.470
	Less : (i) Finance cost	67.790	68.530	250.730
	(ii) Other un-allocable expenditure (Net of un-allocable income)	87.380	68.040	200.710
	Profit before Tax :	148.730	234.470	545.030
3	Capital Employed (Segment Assets - Segment Liabilities) :
	a) Pigments	5071.330	5189.850	5071.330
	b) Agro Chemicals	222.300	284.490	222.300
	c) Unallocated	1370.070	1341.040	1370.070
	Total Capital Employed :	6663.700	6815.380	6663.700

Note :

1.The above unaudited financial results were reviewed by the Audit Committee and approved by the Board of Directors at their meeting held on 13th February, 2015.

2. The "Limited Review" of the financial results for the quarter ended 31st December, 2014 pursuant to Clause 41 of the Listing Agreement, has been carried out by the Statutory Auditors

3. The Company has revised depreciation rates on fixed assets according to the useful life as specified in the Schedule II to the Companies Act, 2013 or on the basis of its assessment made by the Company as permitted by the said schedule. Had there not been change in depreciation rates, the depreciation for the quarter would have been lower by Rs. 2.100 Million and for the nine months ended 31st December, 2014, by Rs. 10.600 Million

The depreciation on the basis of Revised Schedule II on assets whose useful life is already exhausted before 01.04.2014 (net of deferred tax impact thereon) has been adjusted to General Reserve.

4. On 4th October, 2014, the Committee constituted by the Board of Directors allotted 34,613,625 fully paid Equity Shares of Rs. 2/- each as Bonus Shares. The Record Date fixed for stock split and Bonus Shares was 1st October, 2014. These Bonus Shares were approved for listing at BSE and NSE on 8th October, 2014 and permitted for trading at BSE and NSE from 9th October, 2014 onwards. Out of General Reserve Rs.69.200 Million has been capitalised, consequent to the issue of Bonus shares. The earnings per share ("EPS") data for all the periods disclosed above have been adjusted for the issue of bonus and sub-divided shares as per the Accounting Standard (AS) 20 on EPS.

5. Company has entered into an agreement to acquire the "Industrial Mixers" business of Rathi Vessels & Systems Private Limited to be effective from 1st October, 2014. The parties i.e. Company and Rathi Vessels & Systems Private Limited are in the process of complying with the conditions precedent agreed in the Business Transfer Agreement. On completion of compliances with all the conditions precedent, the acquisition will get completed. It is expected that the conditions precedent and consequently acquisition will get completed by 31st March, 2015. On completion of the acquisition, the financial results effective from 1st October, 2014 will be accounted for in the books of the Company.

6. Previous period's / year's figures have been regrouped wherever necessary to conform to the current period's classification.

FIXED ASSETS

Tangible Assets

· Freehold Land

· Leasehold Land

· Buildings

· Plant and Machinery

· Vehicles

· Furniture and Fixtures

· Office Equipments

Intangible Assets

· Computer Software

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.62.32
UK Pound	1	Rs.92.52
Euro	1	Rs.67.59

INFORMATION DETAILS

Information Gathered by :	PRP
Analysis Done by :	KAR
Report Prepared by :	JYTK

SCORE & RATING EXPLANATIONS

SCORE FACTORS	RANGE	POINTS
HISTORY	1~10	7
PAID-UP CAPITAL	1~10	6
OPERATING SCALE	1~10	7
FINANCIAL CONDITION
--BUSINESS SCALE	1~10	7
--PROFITABILIRY	1~10	7
--LIQUIDITY	1~10	7
--LEVERAGE	1~10	7
--RESERVES	1~10	7
--CREDIT LINES	1~10	7
--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
DEFAULTERS
--RBI	YES/NO	NO
--EPF	YES/NO	NO
TOTAL		62

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.