MIRA INFORM REPORT

Report No. :	308404
Report Date :	16.02.2015

IDENTIFICATION DETAILS

Name :	TCPL PACKAGING LIMITED
Registered Office :	Shiv Smriti Chambers, 49, Dr. Annie Besant Road, Worli, Mumbai – 400018, Maharashtra
Country :	India
Financials (as on) :	31.03.2014
Date of Incorporation :	27.08.1987
Com. Reg. No.:	11-044505
Capital Investment / Paid-up Capital :	Rs. 87.000 Millions
CIN No.: [Company Identification No.]	L22210MH1987PLC044505
IEC No.:	05001962723
TAN No.: [Tax Deduction & Collection Account No.]	MUMT09495D
PAN No.: [Permanent Account No.]	AAACT1406
Legal Form :	A Public Limited Liability company. The company’s Shares are Listed on the Stock Exchanges.
Line of Business :	Manufacture Export of Paper board – based printed packaging material
No. of Employees :	1140 (Approximately)

RATING & COMMENTS

MIRA’s Rating :

Ba (50)

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

Status :	Satisfactory
Payment Behaviour :	Regular
Litigation :	Clear
Comments :	Subject is an established company having satisfactory track record. Financial position of the company is decent. Trade relation reported to be fair. Business is active. Payment terms are reported to be regular and as per commitment. The company can be considered for business dealing at usual trade terms and conditions.

NOTES :

Any query related to this report can be made on e-mail : infodept@mirainform.com while quoting report number, name and date.

EXTERNAL AGENCY RATING

Rating Agency Name	CARE
Rating	Long - Term bank Facilities (BBB+)
Rating Explanation	Moderate Degree of safety. It carry Moderate Credit Risk
Date	17.04.2014

Rating Agency Name	CARE
Rating	Short – Term Bank Facilities (A2)
Rating Explanation	Strong Degree of safety. It carry low credit Risk
Date	17.04.2014

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 DENIED

Name :	Mr. Anil
Designation :	Office Assistance
Contact No.:	91-22-26441480
Date:	16.02.2015

LOCATIONS

Registered Office/ Head Office :	Shiv Smriti Chambers, 49, Dr. Annie Besant Road, Worli, Mumbai – 400018, Maharashtra, India
Tel. No.:	91-22-66606000 (Mr. Pravin Karambelkar)
Fax No.:	91-22-24935893
E-Mail :	nanavati@tcpl.in info@tcpl.in
Website :	http://www.tcpl.in
Factory 1 :	Silvassa Plot No. 2D, 3A, 3B, 12, 13C, 13D, 17, 18, 21A, 22 and 118 Government Industrial Estate, Masat, Silvassa, Union Territory of Dadra and Nagar Haveli 396230
Tel. No.:	91-260-2640259 / 2640067
Fax No.:	91-260-2640066
Factory 2 :	Haridwar Factory - Northern India Plot No.1 and 2, Sector 6A, Integrated Industrial Estate, BHEL, Haridwar, Uttarakhand - 249403, India
Tel. No.:	91-1334-239176-9/ 395217
Fax No.:	91-1334-239175
Factory 3 :	Goa Factory - Western India Shed No.1, 2 and 3 Plot No.124 and 127A, Kundaim Industrial Estate, Kundaim, Ponda, Goa-403115
Tel. No.:	91-832-2395235/ 40
Factory 4:	Assam Plot No. 19, Industrial Growth Centre, Chayagoan, Village Chatabari, District Kamrup Rural, Assam – 781123, India
Branch Office :	B-57, Second Floor, Kalkaji, New Delhi – 110019, India
Tel. No.:	91-11-26441480 / 11
Fax No.:	91-11-26442531

DIRECTORS

AS ON 31.03.2013

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

KEY EXECUTIVES

Name :	Mr. Pravin Karambelkar
Designation :	Company Secretary
Name :	Mr. Anil
Designation :	Office Assistance

SHAREHOLDING PATTERN

AS ON 31.12.2014

Category of Shareholder	Total No. of Shares	Total Shareholding as a % of Total No. of Shares
		As a % of (A+B)
(A) Shareholding of Promoter and Promoter Group
(1) Indian
Individuals / Hindu Undivided Family	818271	9.41
Bodies Corporate	4264353	49.02
Sub Total	5082624	58.42
(2) Foreign
Total shareholding of Promoter and Promoter Group (A)	5082624	58.42
(B) Public Shareholding
(1) Institutions
Mutual Funds / UTI	3600	0.04
Central Government / State Government(s)	50	0.00
Sub Total	3650	0.04
(2) Non-Institutions
Bodies Corporate	1160409	13.34
Individuals
Individual shareholders holding nominal share capital up to Rs. 0.100 Millions	1266859	14.56
Individual shareholders holding nominal share capital in excess of 0.100 Millions	1156886	13.30
Any Others (Specify)	29572	0.34
Clearing Members	8507	0.10
Hindu Undivided Families	4367	0.05
Non Resident Indians	14793	0.17
Market Maker	5	0.00
Directors & their Relatives & Friends	1900	0.02
Sub Total	3613726	41.54
Total Public shareholding (B)	3617376	41.58
Total (A)+(B)	8700000	100.00
(C) Shares held by Custodians and against which Depository Receipts have been issued	0	0.00
(1) Promoter and Promoter Group	0	0.00
(2) Public	0	0.00
Sub Total	0	0.00
Total (A)+(B)+(C)	8700000	0.00

Shareholding of securities (including shares, warrants, convertible securities) of persons belonging to the category Promoter and Promoter Group:

Sl.No.	Name of the Shareholder	Details of Shares held
		No. of Shares held	As a % of grand total (A)+(B)+(C)
1	Accurafrom Private Limited	18,80,173	21.61
2	Narmada Fintrade Private Limited	9,20,911	10.59
3	AMVD Holdings Private Limited	5,10,000	5.86
4	Sampannta Investment Private Limited	4,55,000	5.23
5	Samridhi Holding Private Limited	2,68,269	3.08
6	Saubhagya Investors & Dealers Private Limited	2,30,000	2.64
7	Kahini Saket Kanoria	2,10,000	2.41
8	Vidur Kanoria	1,25,000	1.44
9	Rishav Kanoria	1,25,000	1.44
10	Akshay Kanoria	1,25,000	1.44
11	Urmila Kanoria	1,35,650	1.56
12	Saket Kanoria	57,504	0.66
13	Sangita Jindal	40,067	0.46
14	Sajjan Jindal	50	0.00
	Total	50,82,624	58.42

Shareholding of securities (including shares, warrants, convertible securities) of persons belonging to the category Public and holding more than 1% of the total number of shares:

Sl. No.	Name of the Shareholder	No. of Shares held	Total shares (including underlying shares assuming full conversion of warrants and convertible securities) as a % of diluted share capital
1	Spice Commerce and Trade Private Limited	893702	10.27
2	Anil Kumar Goel	576200	6.62
3	Molecular Trading and Mercantile Private Limited	145192	1.67
4	Sanjay Devkinandan Gupta	130000	1.49
5	Vijay Kishanlal Kedia	95053	1.09
	Total	1840147	21.15

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(s) of the shareholder(s) and the Persons Acting in Concert (PAC) with them	No. of Shares	Total shares (including underlying shares assuming full conversion of warrants and convertible securities) as a % of diluted share capital
1	Spice Commerce and Trade Private Limited	893702	10.27
2	Anil Kumar Goel	576200	6.62
	Total	1469902	16.90

BUSINESS DETAILS

Line of Business :	Manufacture Export of Paper board – based printed packaging material
Products :	Not Divulged
Brand Names :	Not Divulged
Agencies Held :	Not Divulged
Exports :	Not Divulged
Imports :	Not Divulged
Terms :	Not Divulged

PRODUCTION STATUS: Not Available

GENERAL INFORMATION

Suppliers :

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

Customers :

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

No. of Employees :

1140 (Approximately)

Bankers :

· Dena Bank, BKC Branch

· Axis Bank Limkted, Naiman Point

· ICICI Bank Limited, Prabhadevi

Facilities :

Secured Loans	31.03.2014 (Rs. in Millions)	31.03.2013 (Rs. in Millions)
Long Term Borrowing
Term loans
From banks
In Rupee currency	448.429	337.617
In Foreign currency	321.561	261.036
From Others
In Rupee Currency	11.750	13.483
Short Term Borrowing
Working Capital Loan from banks	539.059	543.604
Acceptances	80.239	79.349
Total	1401.038	1235.089

Long Term Borrowing:

· The loans from banks are secured by First pari passu charge on movable and immovable assets of the Company situated at Haridwar, Silvassa & Goa both present & future and Second pari passu charge by way of hypothecation of the Company's entire stock and other movables including book debts, bills, outstanding monies, receivables both present and future.

The loans from others are secured by hypothecation of specific machinery

/ assets for which loan are availed.

· Rupee Term Loan from banks carries interest in the range of 13% to 13.50% p.a. and Foreign Currency Loans from banks carries interest at LIBOR + ranging from 100 to 200 basis points. The loans are repayable in monthly / quarterly instalments Rupee loans from others carries interest in the range of 13% to 15% p.a. and are repayable in monthly instalments.

· Maturity profile of secured term loans are set out below:

(Rs. in millions)

Repayable in 2014-15		Repayable in 2015-16	Repayable in 2016-17	After 1-4-2017
From Banks:
Rupee Term Loan	155.149	259.048	250.667	203.922
Foreign Currency Term Loan	46.566	53.022	3.331	0.000
From Other parties:
Rupee Term Loan	59.948	11.750	0.000	0.000
Total	2616.63	3238.20	2539.98	2039.22

Short Term Borrowing:

Working Capital Loans and Acceptances are secured by pari passu charge by way of hypothecation of raw materials, semi-finished goods, finished goods, tools & spares, packing material, book debts and assignment of actionable claims. The loan is repayable on demand and carries interest in the range of 13% to 13.50% p.a.

Financial Institute:	Tata Capital Financial Services Limited, One Forbes, Dr. V. B. Gandhi Marg, Fort, Mumbai, Maharashtra - 400001, India
Auditors :
Name :	Shah Gupta and Company Chartered Accountants
Other Related Parties:	· Accura Reprotech Private Limited · Narmada Fintrade Limited · Flixit Animations Private Limited

CAPITAL STRUCTURE

As on 31.03.2014

Authorised Capital :

No. of Shares	Type	Value	Amount
10000000	Equity Shares	Rs. 10/- each	Rs.100.000 Millions

Issued, Subscribed & Paid-up Capital :

No. of Shares	Type	Value	Amount
8700000	Equity Shares	Rs. 10/- each	Rs. 87.000 Millions

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

	31.03.2014	31.03.2013
Equity shares outstanding at the beginning of the year	87.000	87.000
At the End of the year	87.000	87.000

Terms attached to equity shares

The Company has only one class of equity shares having par value of ` 10/- per share. Each holder of equity shares is entitled to one vote per share. The dividend proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting.

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

	31.03.2014	31.03.2013
	% holding	% holding
Accuraform Private Limited	20.06	16.15
Narmada Fintrade Private Limited	10.47	12.53
Powersurfer Interactive (India) Private Limited	1034	10.34
Anil Kumar Goel	6.18	3.47
AMVD Holding Private Limited	5.86	5.86
Sampannta Investments Private Limited	5.23	5.23
Total	58.14	53.58

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	87.000	87.000	87.000
(b) Reserves & Surplus	792.265	692.675	577.709
(c) Money received against share warrants	0.000	0.000	6.875
(2) Share Application money pending allotment	0.000	0.000	0.000
Total Shareholders’ Funds (1) + (2)	879.265	779.675	671.584
(3) Non-Current Liabilities
(a) long-term borrowings	781.740	632.136	695.460
(b) Deferred tax liabilities (Net)	120.414	100.637	92.763
(c) Other long term liabilities	6.286	5.280	4.244
(d) long-term provisions	15.409	17.550	15.259
Total Non-current Liabilities (3)	923.849	755.603	807.726
(4) Current Liabilities
(a) Short term borrowings	619.298	622.953	400.605
(b) Trade payables	354.266	360.560	282.805
(c) Other current liabilities	406.333	387.690	259.371
(d) Short-term provisions	25.446	26.973	47.236
Total Current Liabilities (4)	1405.343	1398.176	990.017
TOTAL	3208.457	2933.454	2469.327
II.          ASSETS
(1) Non-current assets
(a) Fixed Assets
(i) Tangible assets	1826.788	1606.097	1454.773
(ii) Intangible Assets	5.562	4.376	5.531
(iii) Capital work-in-progress	40.048	12.330	29.853
(iv) Intangible assets under development	0.000	0.000	0.000
(b) Non-current Investments	0.000	0.000	0.000
(c) Deferred tax assets (net)	0.000	0.000	0.000
(d) Long-term Loan and Advances	21.435	49.449	67.518
(e) Other Non-current assets	26.775	12.865	23.387
Total Non-Current Assets	1920.608	1685.117	1581.062
(2) Current assets
(a) Current investments
(b) Inventories	474.371	449.016	364.996
(c) Trade receivables	738.785	702.900	469.528
(d) Cash and cash equivalents	8.979	26.012	5.646
(e) Short-term loans and advances	51.231	50.515	33.881
(f) Other current assets	14.483	19.894	14.214
Total Current Assets	1287.849	1248.337	888.265
TOTAL	3208.457	2933.454	2469.327

PROFIT & LOSS ACCOUNT

	PARTICULARS	31.03.2014	31.03.2013	31.03.2012
	SALES
	Income	3900.395	3676.353	2791.721
	Other Income	48.816	56.554	41.744
	TOTAL (A)	3949.211	3732.907	2833.465
Less	EXPENSES
	Cost of Materials Consumed	2288.621	2171.692	1624.316
	Changes in inventories of finished goods, work-in-progress and Stock-in-Trade	(21.634)	(4.587)	(29.430)
	Employees benefits expense	290.783	243.004	178.202
	Loss on account of exchange rate diffrences	7.394	1.430	35.345
	Other expenses	772.245	764.825	611.775
	TOTAL (B)	3337.409	3176.364	2420.208
Less	PROFIT/ (LOSS) BEFORE INTEREST, TAX, DEPRECIATION AND AMORTISATION (C)	611.802	556.543	413.257
Less	FINANCIAL EXPENSES (D)	176.560	149.568	119.650
	PROFIT / (LOSS) BEFORE TAX, DEPRECIATION AND AMORTISATION (C-D) (E)	435.242	406.975	293.607
Less/ Add	DEPRECIATION/ AMORTISATION (F)	237.929	203.527	179.665
	PROFIT/ (LOSS) BEFORE TAX (E-F) (G)	197.313	203.448	113.942
Less	TAX (H)	72.277	68.384	36.892
	PROFIT/ (LOSS) AFTER TAX (G-H) (I)	125.036	135.064	77.050
Add	PREVIOUS YEARS’ BALANCE BROUGHT FORWARD (J)	29.002	20.911	4.084
Less	APPROPRIATIONS
	General Reserve	100.000	100.000	40.000
	Proposed Dividend	21.750	23.055	17.400
	Corporate tax on dividend	3.696	3.918	2.823
	Total (K)	125.446	126.973	20.911
	Balance Carried to the B/S (I+J-K)	28.592	29.002	81.134
	EARNINGS IN FOREIGN CURRENCY
	F.O.B. Value of Exports	618.871	727.295	486.443
	Travelling and Others	32.016	33.336	21.846
	TOTAL EARNINGS	650.887	760.631	508.289
	IMPORTS
	Raw Materials	137.926	130.319	81.872
	Consumables	52.897	74.247	40.445
	Capital Goods	256.626	130.360	309.773
	TOTAL IMPORTS	447.449	334.926	432.090
	Earnings / (Loss) Per Share (Rs.)	14.37	15.52	8.93

KEY RATIOS

PARTICULARS		31.03.2014	31.03.2013	31.03.2012
Net Profit Margin (PAT / Sales)	(%)	3.21	3.67	2.76
Operating Profit Margin (PBDIT/Sales)	(%)	15.69	15.14	14.80
Return on Total Assets (PBT/Total Assets}	(%)	6.23	6.96	4.67
Return on Investment (ROI) (PBT/Networth)		0.22	0.26	0.17
Debt Equity Ratio Total Debt /Networth)		1.59	1.61	1.63
Current Ratio (Current Asset/Current Liability)		0.92	0.89	0.90

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	87.000	87.000	87.000
Reserves & Surplus	577.709	692.675	792.265
Money received against share warrants	6.875	0.000	0.000
Net worth	671.584	779.675	879.265
long-term borrowings	695.460	632.136	781.740
Short term borrowings	400.605	622.953	619.298
Total borrowings	1096.065	1255.089	1401.038
Debt/Equity ratio	1.632	1.610	1.593

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	2791.721	3676.353	3900.395
		31.688	6.094

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	2791.721	3676.353	3900.395
Profit	77.050	135.064	125.036
	2.76%	3.67%	3.21%

LOCAL AGENCY FURTHER INFORMATION

CURRENT MATURITIES OF LONG-TERM DEBT DETAILS:

Particulars	31.03.2014	31.03.2013	31.03.2012
	(Rs. In Millions)
Current maturities of long-term debt	261.663	275.421	183.004
Total	261.663	275.421	183.004

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

UNSECURED LOANS:

Particular	31.03.2014 (Rs. in Millions)	31.03.2013 (Rs. in Millions)
Long Tem Borrowing
From Others	0.000	20.000
From Related Party	0.000	0.000
Total	0.000	20.000

Note:

Unsecured loan is taken from a body corporate carrying interest @ 16% p.a. and is repayable in May 2014 and that from Related party carries interest @ 12% p.a.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Overview

During the year 2013-14, the Company’s sales have increased from Rs. 3887.800 Millions to Rs. 4124.300 Millions showing a growth of 6.08%. The factories at Silvassa, Haridwar and Goa have converted 43360 M.T. of board as compared to 41773 M.T. in the previous year. The export turnover of the Company stood at `64.38 crores as against Rs. 856.900 Millions of last year. The Company has exported a variety of packing materials to its customers based in UAE and Europe countries.

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

Industry Structure and Developments

The year 2013-14 witnessed sluggish growth in FMCG industry. However with the new government at the centre it is expected that the country returns to the high growth rates seen in the past. They thus anticipate higher rates of industry growth in the future, which will be favourable to the prospects for their business.

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

Financial performance

During the year the performance of the Company has marginally increased compared to the previous year. While the turnover has increased by 6.08%, the EBIDTA has also gone up to Rs. 619.100 Millions as against Rs. 55.80 Millions during the previous year 2012- 13 represents an increase of 10.97%. The Cash profit of the Company has also gone up to Rs. 435.200 Millions in the current year as against Rs. 407.000 Millions in the last financial year.

Dividend Policy

TCPL is a regular dividend paying company for the past many years. For the year ended 31st March, 2014, the Directors have recommended a dividend of Rs. 2.50 per share amounting to Rs. 2544.600 lacs including taxes thereon. This amounts to 20% of the net profit for the year. As you may recall, the Company has announced previously a policy of payout of 20% of net profits by way of Dividend.

WORKING REVIEW AND PERFORMANCE

Working Review:

During the year 2013-14, the gross turnover of the Company has increased to Rs. 4124.300 Millions from Rs. 3887.800 Millions for the previous year ended 31st March 2013 representing a growth of 6.08%. The Company has converted 43360 MT of paperboard as against 41773 MT in the previous year.

As usual, the Company continues to do significant share of its business by the conversion route. However, had all the products been sold on sales basis, the turnover would have been Rs. 4472.900 Millions as against Rs. 4208.300 Millions in the previous year, representing a growth of 6.29%.

The Company’s exports for the year ended 31st March, 2014 stood at Rs. 643.800 Millions, as against Rs. 856.900 Millions for the previous year.

During the year, the Company has earned an EBIDTA of Rs. 619.200 Millions as compared to Rs. 558.000 Millions, an increase of 10.97% over the previous year and amounts to 15.88% of net sales, as against 15.17% in the previous year.

Performance:

Silvassa factory:

During the year, the operations of all the three units in Silvassa have been encouraging and all the units have significantly contributed to the growth in sales.

During the year, the Company installed a state-of-the-art KBA offset printing machine from Germany at its Offset Printing Unit (OPU) in Silvassa alongwith a host of ancillary equipments which was commissioned in July 2013. The capacity utilisation of the unit has been increasing for the past few months and the unit has also added several new customers to its portfolio.

The performance of the Gravure printing unit (GPU) at Silvassa has also been satisfactory and bulk of the Company’s exports is contributed by products manufactured by this unit. This unit was also expanded during the year by integrating the neighbouring plots, and by installation of equipments which enable us to convert value added jobs such as high volume foil stamping and tactile UV applications.

The third unit at Silvassa is called Fluted Corrugation unit (FCU) and is also performing satisfactorily and is producing E/F/N fluted cartons for a variety of customers in the FMCG and Food industries.

Haridwar factory:

The Haridwar plant of the Company continues to achieve high levels of capacity utilisation. The products of the Company have been well received by its customers and the levels of utilisation and business generated at this plant have surpassed expectations and are at satisfactory level.

Goa factory:

During the year, the company added a printing machine at this facility by transferring a 6 colour offset printing machine from Silvassa and installed additional new equipment. This factory has become a full-fledged independent unit for manufacture of printed cartons, and will be a key factor in their pursuit of servicing orders from south based customers.

Guwahati project:

During the year, the Directors have decided to pursue the opportunity to expand their activities by setting up a Greenfield state-of-art packaging plant in Chayagaon, near Guwahati in the state of Assam. The northeast region of the country has been growing rapidly and Central and State Governments offer several fiscal benefits for units being set up there. In view of this, the Company has decided to set up a plant there to cater to the increasing demand for high quality packaging in that region. The construction of the factory building at the site is going on in full swing and we expect to commence commercial production by the end of the year.

Future prospects:

Due to the continuous growth the Company has witnessed, it continues to be India’s largest independent manufacturer of folding cartons with a turnover crossing a milestone figure of Rs. 4000.000 Millions at a compound annual growth rate in excess of 16% over the last 5 years. Further, the Directors are hopeful that, with the swearing in of a very progressive and stable Government at the Centre, the growth of Indian economy will further accelerate which promises to result in high growth in the FMCG sector and this will enable the company to utilise its capacities at higher levels and indeed create more opportunities for growth in the foreseeable future.

CONTINGENT LIABILITIES :

a) Counter Guarantees given to the banks in respect of:

i. Bank Guarantee of Rs. 6.671 Millions given to the Electricity Departments / Various Government Authorities (Previous year Rs. 7.171 Millions)

ii. The Bonds given to Customs and Excise Authorities – Rs. 826.053 Millions towards export obligation fulfillment of Rs 2183.074 Millions (since fulfilled Rs. 1904.637 Millions) for licences issued under Export Promotion Capital Goods Scheme (Previous Years Rs. 663.874 Millions) and for other matters Rs. 175.718 Millions (Previous Year Rs. 161.258 Millions)

b) Disputed demands of Rs. 41.035 Millions in respect of various orders passed by Central Excise / Income Tax

authorities (Previous year Rs. 11.666 Millions) for which appeals are made.

UNAUDITED FINANCIAL RESULTS FOR THE QUARTER AND NINE MONTHS ENDED ON 31.12.2014

[RS. IN MILLIONS]

PARTICULARS	3 Months Ended		9 Months Ended
	31.12.2014 [Unaudited]	30.09.2014 [Unaudited]	31.12.2014 [Unaudited]
1. Income from operations
a) Net sales/ Income from operation (net of excise duty)	1306.380	1226.075	3641.850
b) Other operating income	18.921	14.620	46.957
Total Income from Operations (net)	1325.302	1240.695	3688.808
2.Expenditure
a) Cost of material consumed	739.077	700.820	2108.890
b) Purchases of stock in trade	0.617	8.820	(25.057)
c) Employees benefit expenses	85.455	51.555	251.743
d) Depreciation and Amortization	54.741	53.617	160.325
e) Other expenditure	281.974	249.380	745.195
f) loss and gain on account of exchange rate difference	(0.061)	(2.450)	(0.379)
Total expenses	1161.803	1091.741	3240.717
3. Profit from operations before other income, and financial costs and Exceptional Items
Profit/ (Loss) before Interest, Depreciation, Tax and Amortisation	163.499	148.953	448.091
4. Other income	-	-	-
5. Profit from ordinary activities before finance costs	163.499	148.953	448.091
6. Finance costs	42.835	43.782	131.574
7. Net profit/(loss) from ordinary activities after finance costs but before exceptional items	120.664	105.171	316.517
8. Exceptional item	-	-	-
9. Profit from ordinary activities before tax Expense:	120.664	105.171	316.517
10.Tax expenses	29.404	22.9550	81.423
11.Net Profit / (Loss) from ordinary activities after tax (9-10)	91.260	82.216	235.094
12.Extraordinary Items (net of tax expense)	-	-	-
13.Net Profit / (Loss) for the period (11 -12)	91.260	82.216	235.094
Cash Profit	175.405	158.789	476.842
14.Paid-up equity share capital (Nominal value Rs.10 per share)	87.000	87.000	87.000
15. Reserve excluding Revaluation Reserves as per balance sheet of previous accounting year	-	-	-
16.i) Earnings per share (before extraordinary items) of Rs.10/- each) (not annualised):	-	-	-
(a) Basic and diluted	10.49	9.45	27.02
A. PARTICULARS OF SHAREHOLDING
1. Public Shareholding
- Number of shares	3617376	3617376	3617376
- Percentage of shareholding	41.58	41.58	41.58
2. Promoters and Promoters group Shareholding
a) Pledged /Encumbered
Number of shares	-	-	-
Percentage of shares (as a % of total shareholding of the promoter and promoter group)	-	-	-
Percentage of shares (as a % of total share capital of the company)	-	-	-
b) Non Encumbered
Number of shares	5082624	5082624	5082624
Percentage of shares (as a % of total shareholding of the promoter and promoter group)	100.00	100.00	100.00
Percentage of shares (as a % of total share capital of the company)	58.42	58.42	58.42

	PARTICULARS	3 Months Ended 30.09.2014
B	Investor complaints (Nos.)
	Pending at the beginning of the quarter	Nil
	Received during the quarter	2
	Disposed of during the quarter	2
	Remaining unresolved at the end of the quarter	Nil

Notes:-

[1] The above results as reviewed by the Audit Committee have been adopted at the meeting of the Board of Directors held on 22/01/15.

[2] The Company is engaged in the segment of Printing & Packaging.

[3] During the current financial year the Company has re-assessed useful life of asset based on technical evaluation. Accordingly, the depreciation provided for the current quarter is lower by Rs.90.66 lacs and year to date (9 months) lower by Rs.306.26 lacs

[4] The Board has appointed Mr.Sunil Talati as an Additional Director with effect from 22/01/15

INDEX CHARGES:

S.NO.	CHARGE ID	DATE OF CHARGE CREATION/MODIFICATION	CHARGE AMOUNT SECURED	CHARGE HOLDER	ADDRESS	SERVICE REQUEST NUMBER (SRN)
1	10533735	02/07/2014	50,000,000.00	TATA CAPITAL FINANCIAL SERVICES LIMITED	ONE FORBES,, DR. V. B. GANDHI MARG, FORT, MUMBAI,  MAHARASHTRA - 400001, INDIA	C35287101
2	10503126	04/06/2014	1,283,670.00	AXIS BANK LIMITED	TRISHUL 3RD FLOOR OPP SAMARTHESHWAR TEMPLE, LAW GARDEN ELLISBRIDGE, AHMEDABAD, GUJARAT - 380006, INDIA	C06710214
3	10483571	15/02/2014	420,000,000.00	AXIS BANK LIMITED	TRISHUL 3RD FLOOR OPP SAMARTHESHWAR TEMPLE, LAW GARDEN ELLISBRIDGE, AHMEDABAD, GUJARAT -380006, INDIA	B98897929
4	10436887	27/03/2014 *	124,000,000.00	TATA CAPITAL FINANCIAL SERVICES LIMITED	ONE FORBES,, DR. V. B. GANDHI MARG, FORT, MUMBAI,  MAHARASHTRA - 400001, INDIA	C08905168
5	10403331	09/07/2013 *	375,000,000.00	ICICI BANK LIMITED	LANDMARKRACE COURCE CIRCLE, ALKAPURI, BARODA, GUJARAT - 390015, INDIA	B79578050
6	10384104	05/10/2012	1,340,000.00	AXIS BANK LIMITED	TRISHUL 3RD FLOOR OPP SAMARTHESHWAR TEMPLE, LAW GARDEN ELLISBRIDGE, AHMEDABAD, GUJARAT - 380006, INDIA	B61149878
7	10325177	05/12/2011	294,000,000.00	DENA BANK	CORPORATE BUSINESS BRANCH, C-10, G-BLOCK, BANDRA  KURLA COMPLEX, BANDRA (E),, MUMBAI, MAHARASHTRA -  400051, INDIA	B28564292
8	10296606	01/07/2011	60,000,000.00	DENA BANK	CORPORATE BUSINESS BRANCH, C-10, G-BLOCK, BANDRA KURLA COMPLEX, BANDRA (E),, MUMBAI, MAHARASHTRA- 400051, INDIA	B16664088
9	10263014	18/02/2012 *	225,000,000.00	ICICI BANK LIMITED	LANDMARKRACE COURCE CIRCLE, ALKAPURI, BARODA, GUJARAT - 390015, INDIA	B32845844
10	10246928	27/03/2014 *	124,000,000.00	TATA CAPITAL FINANCIAL SERVICES LIMITED	ONE FORBES,, DR. V. B. GANDHI MARG, FORT, MUMBAI, MAHARASHTRA - 400001, INDIA	C08902611

FIXED ASSETS:

· Leasehold Land

· Building

· Plant and Machinery

· Furniture and Fixture

· Office Equipment

· Vehicles

CMT REPORT (Corruption, Money Laundering & Terrorism]

The Public Notice information has been collected from various sources including but not limited to: The Courts, India Prisons Service, Interpol, etc.

1] INFORMATION ON DESIGNATED PARTY

No exist designating subject or any of its beneficial owners, controlling shareholders or senior officers as terrorist or terrorist organization or whom notice had been received that all financial transactions involving their assets have been blocked or convicted, found guilty or against whom a judgement or order had been entered in a proceedings for violating money-laundering, anti-corruption or bribery or international economic or anti-terrorism sanction laws or whose assets were seized, blocked, frozen or ordered forfeited for violation of money laundering or international anti-terrorism laws.

2] Court Declaration :

No exist to suggest that subject is or was the subject of any formal or informal allegations, prosecutions or other official proceeding for making any prohibited payments or other improper payments to government officials for engaging in prohibited transactions or with designated parties.

3] Asset Declaration :

No records exist to suggest that the property or assets of the subject are derived from criminal conduct or a prohibited transaction.

4] Record on Financial Crime :

Charges or conviction registered against subject: None

5] Records on Violation of Anti-Corruption Laws :

Charges or investigation registered against subject: None

6] Records on Int’l Anti-Money Laundering Laws/Standards :

Charges or investigation registered against subject: None

7] Criminal Records

No available information exist that suggest that subject or any of its principals have been formally charged or convicted by a competent governmental authority for any financial crime or under any formal investigation by a competent government authority for any violation of anti-corruption laws or international anti-money laundering laws or standard.

8] Affiliation with Government :

No record exists to suggest that any director or indirect owners, controlling shareholders, director, officer or employee of the company is a government official or a family member or close business associate of a Government official.

9] Compensation Package :

Our market survey revealed that the amount of compensation sought by the subject is fair and reasonable and comparable to compensation paid to others for similar services.

10] Press Report :

No press reports / filings exists on the subject.

CORPORATE GOVERNANCE

MIRA INFORM as part of its Due Diligence do provide comments on Corporate Governance to identify management and governance. These factors often have been predictive and in some cases have created vulnerabilities to credit deterioration.

Our Governance Assessment focuses principally on the interactions between a company’s management, its Board of Directors, Shareholders and other financial stakeholders.

CONTRAVENTION

Subject is not known to have contravened any existing local laws, regulations or policies that prohibit, restrict or otherwise affect the terms and conditions that could be included in the agreement with the subject.

FOREIGN EXCHANGE RATES

Currency	Unit	Indian Rupees
US Dollar	1	Rs. 62.14
UK Pound	1	Rs. 95.78
Euro	1	Rs. 71.05

INFORMATION DETAILS

Information Gathered by :	DPA
Analysis Done by :	DIV
Report Prepared by :	MTN

SCORE & RATING EXPLANATIONS

SCORE FACTORS	RANGE	POINTS
HISTORY	1~10	5
PAID-UP CAPITAL	1~10	5
OPERATING SCALE	1~10	6
FINANCIAL CONDITION
--BUSINESS SCALE	1~10	6
--PROFITABILITY	1~10	6
--LIQUIDITY	1~10	6
--LEVERAGE	1~10	6
--RESERVES	1~10	5
--CREDIT LINES	1~10	5
--MARGINS	-5~5	-
DEMERIT POINTS
--BANK CHARGES	YES/NO	YES
--LITIGATION	YES/NO	NO
--OTHER ADVERSE INFORMATION	YES/NO	NO
MERIT POINTS
--SOLE DISTRIBUTORSHIP	YES/NO	NO
--EXPORT ACTIVITIES	YES/NO	NO
--AFFILIATION	YES/NO	NO
--LISTED	YES/NO	YES
--OTHER MERIT FACTORS	YES/NO	YES
DEFAULTER
--RBI	YES/NO	NO
--EPF	YES/NO	NO
TOTAL		50

This score serves as a reference to assess SC’s credit risk and to set the amount of credit to be extended. It is calculated from a composite of weighted scores obtained from each of the major sections of this report. The assessed factors and their relative weights (as indicated through %) are as follows:

Financial condition (40%) Ownership background (20%) Payment record (10%)

Credit history (10%) Market trend (10%) Operational size (10%)

RATING EXPLANATIONS

RATING		STATUS	PROPOSED CREDIT LINE
>86	Aaa	Possesses an extremely sound financial base with the strongest capability for timely payment of interest and principal sums	Unlimited
71-85	Aa	Possesses adequate working capital. No caution needed for credit transaction. It has above average (strong) capability for payment of interest and principal sums	Large
56-70	A	Financial & operational base are regarded healthy. General unfavourable factors will not cause fatal effect. Satisfactory capability for payment of interest and principal sums	Fairly Large
41-55	Ba	Overall operation is considered normal. Capable to meet normal commitments.	Satisfactory
26-40	B	Capability to overcome financial difficulties seems comparatively below average.	Small
11-25	Ca	Adverse factors are apparent. Repayment of interest and principal sums in default or expected to be in default upon maturity	Limited with full security
<10	C	Absolute credit risk exists. Caution needed to be exercised	Credit not recommended
--	NB	New Business	--

PRIVATE & CONFIDENTIAL : This information is provided to you at your request, you having employed MIPL for such purpose. You will use the information as aid only in determining the propriety of giving credit and generally as an aid to your business and for no other purpose. You will hold the information in strict confidence, and shall not reveal it or make it known to the subject persons, firms or corporations or to any other. MIPL does not warrant the correctness of the information as you hold it free of any liability whatsoever. You will be liable to and indemnify MIPL for any loss, damage or expense, occasioned by your breach or non observance of any one, or more of these conditions

This report is issued at your request without any risk and responsibility on the part of MIRA INFORM PRIVATE LIMITED (MIPL) or its officials.