MIRA INFORM REPORT

Report No. :	311180
Report Date :	10.03.2015

IDENTIFICATION DETAILS

Name :	KEMROCK INDUSTRIES AND EXPORTS LIMITED
Registered Office :	Village Asoj, Vadodara-Halol Express Way, Tal. Waghodia, Vadodara – 391510, Gujarat
Country :	India
Financials (as on) :	30.09.2013
Date of Incorporation :	18.11.1991
Com. Reg. No.:	04-016625
Capital Investment / Paid-up Capital :	Rs. 203.300 Million
CIN No.: [Company Identification No.]	L36999GJ1991PLC016625
IEC No.:	Not Available
TAN No.: [Tax Deduction & Collection Account No.]	Not Available
PAN No.: [Permanent Account No.]	Not Available
Legal Form :	A Public Limited Liability Company. The Company’s Shares are Listed on the Stock Exchanges.
Line of Business :	Subject is engaged in the business of manufacturing and exporting fibre reinforced composite products for major industrial sectors such as aerospace, defence, chemical processing etc.
No. of Employees :	1615 (Approximately)

RATING & COMMENTS

MIRA’s Rating :

Ca (24)

RATING		STATUS	PROPOSED CREDIT LINE
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

Status :	Moderate
Payment Behaviour :	Slow
Litigation :	Exist
Comments :	Subject is an established company having moderate rack record. The rating is constrained on account of company’s moderate financial base marked by leverage business risk profile and loss that company has incurred from its operational activities. Business is active. Payments are reported to be slow. The company can be considered for business dealings on safe and secured 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	Not Available
Rating	Not Available
Rating Explanation	Not Available
Date	Not Available

RBI DEFAULTERS’ LIST STATUS

Subject’s name has been found 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 BY

Name :	Mr. Daxesh Pandya
Designation :	Senior Manager Finance
Contact No.:	91-2668-666200
Date :	05.03.2015

LOCATIONS

Registered Office/ Factory :	Village Asoj, Vadodara-Halol Express Way, Tal. Waghodia, Vadodara – 391510, Gujarat, India
Tel. No. :	91-2668-666200 91-265-2642449
Fax No. :	91-2668-666400
E-Mail :	investor@kemrock.com biren@kemrock.com info@kemrock.com
Website :	www.kemrock.com

DIRECTORS

As on 30.09.2013

Name :	Mr. Kalpesh Patel
Designation :	Chairman and Managing Director
Name :	Mr. Kaushik Bhatt
Designation :	Director
Name :	Capt. Manoj Gaur
Designation :	Director
Name :	Mr. Tushar Desai
Designation :	Director

KEY EXECUTIVES

Name :	Mr. Bharat Patel
Designation :	Company Secretary
Name :	Mr. Daxesh Pandya
Designation :	Senior Manager Finance

MAJOR SHAREHOLDERS / SHAREHOLDING PATTERN

As on 31.12.2014

Category of Shareholder	No. of Shares	Percentage of Holding
(A) Shareholding of Promoter and Promoter Group
(1) Indian
Individuals / Hindu Undivided Family	1308927	6.44
Sub Total	1308927	6.44
(2) Foreign
Total shareholding of Promoter and Promoter Group (A)	1308927	6.44
(B) Public Shareholding
(1) Institutions
Financial Institutions / Banks	119776	0.59
Foreign Institutional Investors	33362	0.16
Sub Total	153138	0.75
(2) Non-Institutions
Bodies Corporate	2122845	10.44
Individuals
Individual shareholders holding nominal share capital up to Rs. 0.100 Million	2878162	15.24
Individual shareholders holding nominal share capital in excess of Rs. 0.100 Million	1616493	7.95
Any Others (Specify)	4553955	22.41
Non Resident Indians	214208	1.06
Clearing Members	245421	1.21
Foreign Corporate Bodies	4094326	20.14
Sub Total	11171455	56.04
Total Public shareholding (B)	11324593	56.79
Total (A)+(B)	12633520	63.23
(C) Shares held by Custodians and against which Depository Receipts have been issued
(1) Promoter and Promoter Group	0	0.00
(2) Public	7475000	36.77
Sub Total	7475000	36.77
Total (A)+(B)+(C)	20108520	100.00

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	Kalpesh Mahendrabhai Patel	10,13,332	4.98
2	Patel Binitaben K	1,25,116	0.62
3	Binita Jayesh Shah	83,439	0.41
4	Mrudulaben M Patel	78,040	0.38
5	Jayesh Chinubhai Shah	9,000	0.04
	Total	13,08,927	6.44

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	Shares as % of Total No. of Shares
1	Rpm International Inc	4055326	19.95
2	Rpm International Inc - (GDR)	693072	3.41
3	Karvy Financial Services Ltd	853659	4.20
4	Pawan Kumar Kejriwal	233528	1.15
5	ACG Pam Pharmaceuticals & Allied Machinery Co Pvt Ltd	228258	1.12
6	The Bank of New York Mellon Dr	0	0.00
	Total	6063843	29.83

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	Shares as % of Total No. of Shares
1	RPM International Inc	4055326	19.95
2	RPM International INC (GDR)	693072	3.41
3	The Bank of New York Mellon DR	0	0.00
	Total	4748398	23.36

BUSINESS DETAILS

Line of Business :	Subject is engaged in the business of manufacturing and exporting fibre reinforced composite products for major industrial sectors such as aerospace, defence, chemical processing etc.
Products :	Not Available
Brand Names :	Not Available
Agencies Held :	Not Available
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 :

1615 (Approximately)

Bankers :

· Allahabad Bank

· Andhra Bank

· Axis Bank Limited

· Exim Bank

· ICICI Bank Limited

· Indian Bank

· Punjab National Bank

· PNB (International) Limited

· State Bank of India

· Syndicate Bank

· The Karur Vysya Bank Limited

· Union Bank of India

Facilities :

(Rs. In Million)

SECURED LOAN	As on 30.09.2013	As on 30.06.2012
LONG TERM BORROWING
Term Loan
From Bank
Rupee Loan	0.000	4268.995
Foreign currency loan	0.000	969.050
Vehicle loans	0.000	8.334
Other loans and advances
From Financial institution	0.000	289.914
SHORT TERM BORROWING
Loans repayable on demand
From Bank
Term Loan
Rupee loan	0.000	985.606
Working Capital Loan
Rupee Loan	0.000	6077.746
Packing Credit facility
Rupee Loan	0.000	309.094
Foreign Currency Loan	0.000	343.309
Total	0.000	13252.048

Note:

LONG TERM BORROWING

Loans and advances from related parties

The company has taken interest free loans from subsidiaries and joint ventures. The Repayments schedule for the same is not fixed and the amount is repaid depending on the surplus funds, liquidity and financial requirement of the company. Accordingly, management is of the view that these loans are generally repayable after a period of 12 months.

SHORT TERM BORROWING

Packing Credit from banks are secured by way of first pari passu charge on current assets and second pari passu charge on fixed assets of the company. Carrying interest on Working capital is at 12% to 14%.

Auditors :
Name :	R. A. Amin and company Chartered Accountants
Memberships :	Not Available
Collaborators :	Not Available
Associates/Subsidiaries :	· Top Glass S.p.A., Italy · Kemrock Advanced Composites Limited · Kemrock Advance Reinforcements Limited. · Kemrock Filament Windings Limited. · Kemrock Infratech Limited. · Kemrock Speciality Polymers Limited. · Kemrock Renewable Energy Limited. · Kemrock Hi-Performance Composites Limited. · Kemrock UK Limited · Kemrock International FZE · Kemrock Aerospace India Private Limited. · (Earlier Saertex-Kemrock India Private Limited.) · Kemrock Resins Private Limited
Enterprise Over Which relative of KMP is having significant Influence :	Kemrock Agritech Private Limited

CAPITAL STRUCTURE

As on 30.09.2013

Authorised Capital :

No. of Shares	Type	Value	Amount
45,000,000	Equity Shares	Rs.10/- each	Rs. 450.000 Million
30,000,000	Preference Shares	Rs.10/- each	Rs. 300.000 Million
	Total		Rs. 750.000 Million

Issued, Subscribed & Paid-up Capital :

No. of Shares	Type	Value	Amount
20,329,998	Equity Shares	Rs.10/- each	Rs. 203.300 Million

Reconciliation of number of shares

Equity Shares	As at 30^th September, 2013
	No of Shares	Rs. In Million
Shares outstanding at the beginning of the year	20329998	2033.00
Add: Issue of shares during the year by Global Depositary Receipts	--	--
Shares outstanding at the end of the year	20329998	203.300

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

Name of Shareholders	As at 30^th September, 2013
	No of Shares held	% of Holdind
Kalpesh Patel	1449513	7.13
RPM International INC	4055326	19.95

Terms/rights preferences and restrictions attached to securities:

- Equity Shares:

The company has one class of equity shares having a par value of Rs.10 each. Each shareholder is eligible for one vote per share held except share represented by GDRs. The dividend proposed by the board of director is subject to the approval of shareholders in the ensuing Annual General meeting, Except in case of interim dividend. In the event of liquidation, the equity shareholders are eligible to receive the remaining assets of the company after distribution of all preferential dues, in proportion to their shareholding.

During the year ended 30^th September, 2013, the amount of per share dividend recognized for distribution to equity shareholders is Rs.Nil (P.Y. 30thJune, 2012 Rs.2/-)

PARTICULARS	2012-2013 (Rs. Million)
Opening Balance	0.706
Money Raised	--
Income earned on Unutilised Money	--
Total	0.706
Amount utilized for expansion projects and working capital requirements	-
Amount unutilised	0.706

FINANCIAL DATA

[all figures are in Rupees Million]

ABRIDGED BALANCE SHEET

SOURCES OF FUNDS	30.09.2013 (12 Month)	30.06.2012 (15 Month)	30.06.2011
I.              EQUITY AND LIABILITIES
(1)Shareholders' Funds
(a) Share Capital	203.300	203.300	174.422
(b) Reserves & Surplus	4131.063	8148.600	6403.748
(c) Money received against share warrants	0.000	0.000	0.000
(2) Share Application money pending allotment	0.000	0.000	37.500
Total Shareholders’ Funds (1) + (2)	4334.363	8351.900	6615.670
(3) Non-Current Liabilities
(a) long-term borrowings	6943.165	11157.476	4288.382
(b) Deferred tax liabilities (Net)	205.569	565.313	316.316
(c) Other long term liabilities	9.697	489.885	4.971
(d) long-term provisions	7.001	6.880	16.344
Total Non-current Liabilities (3)	7165.432	12219.554	4626.013
(4) Current Liabilities
(a) Short term borrowings	260.751	8208.123	6017.489
(b) Trade payables	570.659	720.370	1173.961
(c) Other current liabilities	17606.135	2402.359	2253.132
(d) Short-term provisions	812.726	325.677	366.749
Total Current Liabilities (4)	19250.271	11656.529	9811.331
TOTAL	30750.066	32227.983	21053.014
II.          ASSETS
(1) Non-current assets
(a) Fixed Assets
(i) Tangible assets	14173.148	6246.766	6762.079
(ii) Intangible Assets	0.000	0.000	0.000
(iii) Capital work-in-progress	2408.180	3739.501	988.252
(iv) Intangible assets under development	0.000	0.000	0.000
(b) Non-current Investments	4829.225	1320.740	926.511
(c) Deferred tax assets (net)	0.000	0.000	0.000
(d) Long-term Loan and Advances	594.878	5351.084	2771.044
(e) Other Non-current assets	0.000	0.000	0.000
Total Non-Current Assets	22005.431	16658.091	11447.886
(2) Current assets
(a) Current investments	0.200	0.200	1.200
(b) Inventories	1284.218	2672.257	2827.546
(c) Trade receivables	3890.067	6374.384	4497.056
(d) Cash and cash equivalents	45.845	3600.807	1275.123
(e) Short-term loans and advances	3524.305	2922.244	1004.203
(f) Other current assets	0.000	0.000	0.000
Total Current Assets	8744.635	15569.892	9605.128
TOTAL	30750.066	32227.983	21053.014

PROFIT & LOSS ACCOUNT

	PARTICULARS	30.09.2013 (12 Month)	30.06.2012 (15 Month)	30.06.2011
	SALES
	Income	4482.641	9113.915	9013.097
	Other Income	778.940	1033.274	45.058
	TOTAL (A)	5261.581	10147.189	9058.155
Less	EXPENSES
	Cost of Materials Consumed	1775.453	5869.235	5322.094
	Purchases of Stock-in-Trade
	Changes in inventories of finished goods, work-in-progress and Stock-in-Trade	1188.318	(204.727)	(456.920)
	Employees benefits expense	330.190	370.486	401.564
	Other expenses	2500.850	1414.585	1268.352
	Prior period item	(3.079)	21.572	(3.151)
	Exceptional Item	0.000	(16.045)	0.000
	TOTAL (B)	5791.732	7455.106	6531.939
Less	PROFIT/ (LOSS) BEFORE INTEREST, TAX, DEPRECIATION AND AMORTISATION (C)	-530.151	2692.083	2526.216
Less	FINANCIAL EXPENSES (D)	2856.111	1627.153	1104.128
	PROFIT / (LOSS) BEFORE TAX, DEPRECIATION AND AMORTISATION (C-D) (E)	(3386.262)	1064.930	1422.088
Less/ Add	DEPRECIATION/ AMORTISATION (F)	594.948	455.627	421.161
	PROFIT/ (LOSS) BEFORE TAX (E-F) (G)	(3981.210)	609.303	1000.927
Less	TAX (I)	(356.605)	367.272	246.336
	PROFIT/ (LOSS) AFTER TAX (G-I) (J)	(3624.605)	242.031	754.591
	EARNINGS IN FOREIGN CURRENCY
	F.O.B. Value of Exports	2579.130	7443.964	711394.500
	TOTAL EARNINGS	2579.130	7443.964	711394.500
	IMPORTS
	Raw Materials	1817.658	3691.364	3050.994
	Components and Stores parts	1.401	30.285	10.831
	Capital Goods	0.471	82.450	1414.341
	TOTAL IMPORTS	1819.530	3804.099	4476.166
	Earnings / (Loss) Per Share (Rs.)	(178.29)	13.26	44.82

KEY RATIOS

PARTICULARS		30.09.2013	30.06.2012	30.06.2011
Net Profit Margin (PAT/Sales)	(%)	(80.86)	2.66	8.37
Operating Profit Margin (PBDIT / Sales)	(%)	(11.83)	29.54	28.03
Return on Total Assets (PBT/Total Assets}	(%)	(16.93)	2.24	5.23
Return on Investment (ROI) (PBT/Networth)		(0.92)	0.07	0.15
Debt Equity Ratio (Total Debt /Networth)		1.66	2.32	1.56
Current Ratio (Current Asset/Current Liability)		0.45	1.34	0.98

FINANCIAL ANALYSIS

[all figures are in Rupees Million]

DEBT EQUITY RATIO

Particular	30.06.2011	30.06.2012	30.09.2013
	(Rs. In Million)	(Rs. In Million)	(Rs. In Million)
Share Capital	174.422	203.300	203.300
Reserves & Surplus	6403.748	8148.600	4131.063
Share Application money pending allotment	37.500	0.000	0.000
Net worth	6615.670	8351.900	4334.363
long-term borrowings	4288.382	11157.476	6943.165
Short term borrowings	6017.489	8208.123	260.751
Total borrowings	10305.871	19365.599	7203.916
Debt/Equity ratio	1.558	2.319	1.662

YEAR-ON-YEAR GROWTH

Year on Year Growth	30.06.2011	30.06.2012	30.09.2013
	(Rs. In Million)	(Rs. In Million)	(Rs. In Million)
Sales	9013.097	9113.915	4482.641
		1.119	(50.815)

NET PROFIT MARGIN

Net Profit Margin	30.06.2011	30.06.2012	30.09.2013
	(Rs. In Million)	(Rs. In Million)	(Rs. In Million)
Sales	9013.097	9113.915	4482.641
Profit	754.591	242.031	(3624.605)
	8.37%	2.66%	(80.86%)

LOCAL AGENCY FURTHER INFORMATION

CURRENT MTURITY OF LONG TERM DEBT = NOT AVAILABLE

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	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	No

Litigations Details :

HIGH COURT OF GUJARAT COMPANY PETITION No. 164 of 2014
Status: PENDING CCIN No : 001053201400164 Next Listing Date: Coram:
S.NO.	Name of the Petitioner			Advocate On Record
1	INDUSIND BANK LIMITED			MR TARAK DAMANI for :Applivants(s) 1
S.NO.	Name of the Respondant			Advocate On Record
1	KEMROCK INDUSTRIES & EXPORTS LIMITED			MR AJ SHASTRI for :Respondent(s) 1
Presented On		: 19/08/2014			Registered On		:
Bench Category		: -			District		: VADODARA
Case Originated From		:THROUGH ADVOCATE			Listed		: 0 times
StageName		:
Office Details
S. No.	Filing Date	Document Name	Advocate Name			Court Fee on Document		Document Details
1	19/08/2014	APPEARANCE NOTE	MR TARAK DAMANI ADVOCATE for PETITIONER(s)  1			0		MR TARAK DAMANI(6089) for P:1
2	19/08/2014	MEMO OF APPEAL/PETITION/SUIT	MR TARAK DAMANI ADVOCATE for PETITIONER(s)  1			50		MR TARAK DAMANI(6089), for P:1

RBI DEFAILTERS

Subject’s name has been found enlisted as a defaulter in the publicly available RBI Defaulters’ list and the details of the same are as under :

Bank	Branch	Quarter	Borrower Name	OutStanding Amount ( Rs. in Lacs)
ALLAHABAD BANK	BARODA(RAJMAHAL ROAD)	30-06-14	KEMROCK INDUSTRIES AND EXPORTS LIMITED	44,518.87
ALLAHABAD BANK	BARODA(RAJMAHAL ROAD)	30-06-14	Kemrock Industries and Exports Ltd	44,518.87
ALLAHABAD BANK	BARODA(RAJMAHAL ROAD)	30-09-14	Kemrock Industries and Exports Ltd	44,518.87
ALLAHABAD BANK	BARODA(RAJMAHAL ROAD)	30-09-14	KEMROCK INDUSTRIES AND EXPORTS LIMITED	44,518.87
ALLAHABAD BANK	BARODA(RAJMAHAL ROAD)	31-12-14	Kemrock Industries and Exports Ltd	44,518.87
ALLAHABAD BANK	BARODA(RAJMAHAL ROAD)	31-12-14	KEMROCK INDUSTRIES AND EXPORTS LIMITED	44,518.87
ALLAHABAD BANK	BARODA(RAJMAHAL ROAD)	31-12-14	Kemrock Industries and Exports Ltd	44,384.00
ANDHRA BANK	AKOTA	30-09-14	KEMROCK INDUSTRIES & EXPORTS LTD	8,676.00
AXIS BANK LTD	VADODORA	30-06-13	Kemrock Industries and Exports Limited	3,923.57
AXIS BANK LTD	VADODORA	30-09-13	Kemrock Industries and Exports Limited	3,923.57
AXIS BANK LTD	VADODORA	30-09-13	Kemrock Industries and Exports Limited	3,919.41
AXIS BANK LTD	VADODORA	31-12-13	Kemrock Industries and Exports Limited	3,919.41
AXIS BANK LTD	VADODORA	31-12-13	Kemrock Industries and Exports Limited	3,916.58
AXIS BANK LTD	VADODORA	31-12-13	Kemrock Industries and Exports Limited	3,923.57
AXIS BANK LTD	VADODORA	31-03-14	Kemrock Industries and Exports Limited	3,871.46
AXIS BANK LTD	VADODORA	30-06-14	Kemrock Industries and Exports Limited	3,871.46
AXIS BANK LTD	VADODORA	30-09-14	Kemrock Industries and Exports Limited	3,871.46
ICICI BANK LIMITED	VADODARA	30-09-13	KEMROCK INDUSTRIES AND EXPORTS LIMITED	10,410.91
ICICI BANK LIMITED	VADODARA	31-12-13	KEMROCK INDUSTRIES AND EXPORTS LIMITED	10,410.91
ICICI BANK LIMITED	VADODARA	31-03-14	Kemrock Industries & Exports Limited	12,354.07
ICICI BANK LIMITED	VADODARA	30-06-14	Kemrock Industries & Exports Limited	12,354.07
ICICI BANK LIMITED	VADODARA	30-09-14	Kemrock Industries & Exports Limited	12,354.07
ICICI BANK LIMITED	VADODARA	31-12-14	Kemrock Industries & Exports Limited	12,354.07
INDIAN BANK	GOTRI	31-03-14	Kemrock Industries and Exports Limited	20,096.00
INDIAN BANK	GOTRI	30-06-14	Kemrock Industries and Exports Limited	20,096.00
INDUSIND BANK LTD.	GUJARAT	30-06-14	KEMROCK INDUSTRIES & EXPORTS LIMITED	3,632.00
INDUSIND BANK LTD.	GUJARAT	30-09-14	KEMROCK INDUSTRIES & EXPORTS LIMITED	3,632.00
KARUR VYSYA BANK LTD.	VADODARA (BARODA)	31-03-14	KEMROCK INDUSTRIES AND EXPORTS LIMITED	6,955.00
KARUR VYSYA BANK LTD.	VADODARA (BARODA)	30-06-14	KEMROCK INDUSTRIES AND EXPORTS LIMITED	6,955.00
KARUR VYSYA BANK LTD.	VADODARA (BARODA)	30-09-14	KEMROCK INDUSTRIES AND EXPORTS LIMITED	6,955.00

UNSECURED LOAN

(Rs. In Million)

Particulars	As on 30.09.2013	As on 30.06.2012
LONG TERM BORROWING
Foreign Currency Convertible Bonds	6709.855	5617.922
Loans and advances from related parties	233.310	3.261
	6943.165	5621.183
SHORT TERM BORROWING
Other Loans and Advances
From Banks Buyer’s Credit	214.292	209.914
From Financial institution	0.000	62.242
Other Loans and Advances	46.459	220.212
Total	7203.916	6113.551

OPERATIONS

The Company clocked a Gross Turnover of Rs. 4639.100 Million on standalone basis, for the financial year ended on 30th September, 2013 as compared to turnover of Rs. 9323.600 Million achieved in the previous year, showing a declining trend. Net Loss incurred during the period under review remained at Rs. 3624.600 Million compared to net profit of Rs. 242.000 Million in the previous year ended on 30th June, 2012.

Whereas Gross Turnover, clocked on consolidated basis, for the financial year ended on 30th September 2013

remained at Rs. 5972.600 Million compared to Rs. 1,0820.800 Million achieved in the previous year. The bottom-line for the year ended on 30th September, 2013 stood at Rs. 37295.000 mILLION against the consolidated profit of Rs. 367.000 Million in the previous year ended 30th June, 2012.

Company is engaged in the business of manufacturing and exporting fibre reinforced composite products for major industrial sectors such as aerospace, defence, chemical processing etc. However, like most Indian companies, in recent months, due to global slowdown, overseas customers have cut down their requirements and deferred future plans, resulting in decrease in demand for the products. Due to this sudden and unprecedented setback in business, the Company is facing severe cash flow crisis. In spite of all these constraints, Company is taking effective steps to keep the Company in motion.

Moreover, Company’s all grade of aerospace grade carbon fiber is certified by Centre for Military Airworthiness and Certification (“CEMILAC”) for aeronautical application for use by important organizations of Government of India such as Hindustan Aeronautics Limited (“HAL”), Vikram Sarabhai Space Centre (“VSSC”), Bhabha Atomic Research Centre (“BARC”), Indian Space Research Organization (“ISRO”), Defense Research and Development Organization (“DRDO”),

In the meantime, the Company is working with various advisors to identify investors to infuse money into the Company and/or provide strategic realignment of Company’s structure, and thus to consolidate the Company’s endeavors.

MANAGEMENT DISCUSSION AND ANALYSIS

Overview and Outlook

The business sentiments remained subdued, depressed and under pressure largely on account of inflation, shortage of power, weak rupee, weakness in domestic and global industrial activities, high interest rates and low level of capital investments on account of fall in demand. The GDP growth remained at 4.8% in the month of September, 2013. However, in view of the recent union budget, the GDP is likely to improve slightly or remain around the present level. The population growth, new infrastructure projects, urbanization, increase in middle class population and the green movement will drive composites growth to new horizons in emerging economies.

Business Review:

Composites

This is the Company’s flagship business which accounts considerably of the Company’s topline. The company has developed the product in such a high caliber that it has expanded its reach to new consumers. This product has expressed remarkable performance hitherto, in spite of competitive foreign markets. Although the Company enjoys healthy order book position, several other factors have hampered its growth at present. However, the Company has endeavored its best to strengthen its products in the overseas market and its acceptance is wide-spread.

Further, the Company has focused on development of high value added composite products to avail advantage of improving profit margins.

Wind Energy

Imaging the world without the electricity is not at all possible, as it plays an important role in people’s lives. Wind energy is specie of the renewable energy which can be replenished in a short period of time. Wind power is leader in the renewable energy sector and growth rate of wind energy is increasing rapidly in the domestic and international markets. Kemrock has unique advantage of in-house availability of major raw material, resin and glass fabric for manufacture of wind turbine blade. Kemrock is the preferred supplier of wind turbine blade foralmost all the major wind energy customers.

INDEX OF CHARGES

S.No.	Charge ID	Date of Charge Creation/Modification	Charge amount secured	Charge Holder	Address	Service Request Number (SRN)
1	10382980	06/10/2012	2,393,700,000.00	PUBJAB NATIONAL BANK	MID CORPORATE BRANCH, RAOPURA, VADODARA, Gujarat  - 390001, INDIA	B60688900
2	10387496	28/09/2012	786,500,000.00	ANDHRA BANK	AKOTA BRANCH, SHRENIK PARK CHAR RASTA, VADODARA,  Gujarat - 390020, INDIA	B62337696
3	10384731	12/09/2012	777,300,000.00	THE KARUR VYSYA BANK LIMITED	No 13, Sidcup Tower, Near Marble Arch,, Racecourse Circle,, Vadodara, Gujarat - 390007, INDIA	B61470993
4	10379224	28/03/2014 *	397,800,000.00	Edelweiss Asset Reconstruction Company Limited	Edelweiss House, Off. C.S.T Road,, Kalina,, Mumbai, Maharashtra - 400098, INDIA	C33500273
5	10374213	23/07/2012	4,913,100,000.00	Allahabad Bank	Rajmahal Road Branch,, Rajmahal Road,, Vadodara,  Gujarat - 390001, INDIA	B57138257
6	10327073	17/12/2011	1,000,000,000.00	Allahabad Bank	Rajmahal Road Branch,, Rajmahal Road,, Vadodara,  Gujarat - 390001, INDIA	B29128840
7	10322364	18/11/2011	350,000,000.00	Union Bank of India	Industrial Finance Branch, Station Road, Sayajigunj, Vadodara, Gujarat - 390005, INDIA	B27554328
8	10305610	10/09/2011	300,000,000.00	ICICI BANK LIMITED	LANDMARKRACE COURCE CIRCLE, ALKAPURI, BARODA, Gujarat - 390015, INDIA	B20236626
9	10300410	27/07/2011	300,000,000.00	L & T FINANCE LIMITED	L&T HOUSE,, BALLARD ESTATE,, MUMBAI, Maharashtra  - 400001, INDIA	B18145334
10	10294951	08/07/2011	750,000,000.00	ICICI BANK LIMITED	LANDMARKRACE COURCE CIRCLE, ALKAPURI, BARODA, Gujarat - 390015, INDIA	B16096364

* Date of charge modification

UNAUDITED FINANCIAL RESULTS FOR THE QUARTER ENDED AND FIFTEEN MONTHS ENDED 31^ST DECEMBER, 2014

Sr. No	Particulars		Standalone
			Quarter Ended		Fifteen Month Ended
			31.12.2014	30.09.2014	31.12.2014
			Unaudited	Unaudited	Unaudited
1	Income From Operations
	a. Net Sales/ Income from Operations (Net of Excise Duty)		60.636	102.419	774.641
	b. Other Operating Income		--	--	--
	Total Income from Operations (Net)		60.636	102.419	774.641
2	Expenditure
	a. Cost of material Consumed		27.142	38.947	225.489
	b. Purchase of Stock-in trade		--	--	--
	c. Changes in inventory of finished Goods, work- in-progress and Stock-in-trade		26.099	10.719	201.301
	d. Employees Benefit Expenses		25.341	22.169	137.178
	e. Depreciation and Amortisation Expenses		148.740	148.935	741.802
	f. Other expenses		38.036	62.742	806.683
	Total Expenses		265.358	283.512	2112.453
3	Profit from Operations before Other Income, Interest and Exceptional Items		(204.722)	(181.093)	(1337.812)
4	Other Income		0.336	2.640	4.918
5	Profit from ordinary activities before finance cost & exceptional items		(204.386)	(178.453)	(1332.894)
6	Finance Costs		0.061	0.469	5.100
7	Profit from ordinary activities after finance costs & exceptional items		(204.446)	(178.922)	(1337.994)
8	Exceptional items		--	--	--
9	Profit from ordinary activities before tax
10	Tax Expense		(55.360)	(56.063)	(27.460)
	- Income Tax
	- Deferred Tax
11	Net Profit from ordinary activity after tax		(149.086)	(122.859)	(1310.534)
12	Extraordinary Items		--	--	--
13	Net Profit After Tax		(149.086)	(122.859)	(1310.534)
14	Paid-up equity share capital (face value of Rs.10 per share)		2033.00	2033.00	2033.00
15	Reserves excluding Revaluation Reserve as per balance sheet of previous accounting Year
16	Earning Per Share (of Rs.10 each) (not annualized)
	Basic EPS		(7.33)	(6.04)	(64.46)
	Diluted EPS		(4.99)	(4.11)	(43.84)
A		PARTICULARS OF SHAREHOLDING
17		Public Shareholding
		- No. of shares	19021071	18697019	19021071
		- Percentage of shareholding	93.56	91.97	93.56
18		Promoter & Promoter Group Shareholding
		a) Pledged/Encumbered
		- No. of shares	302000	491000	302000
		- Percentage of shareholding (as a % of the total shareholding of promoter and promoter group)	23.07	30.07	23.07
		- Percentage of shareholding (as a % of the total share capital of the company)	1.49	2.42	1.49
		b) Non-encumbered
		- No. of shares	1006927	1141979	1006927
		- Percentage of shareholding (as a % of the total shareholding of promoter and promoter group)	76.93	69.93	76.93
		- Percentage of shareholding (as a % of the total share capital of the company)	4.95	5.62	4.95

	Particulars	Quarter ended 31.12.2014
B	Investor Complaints
	Pending at the beginning of the quarter	Nil
	Received during the quarter	Nil
	Disposed off during the quarter	Nil
	Remaining unresolved at the end of the quarter	Nil

UNAUDITED SEGMENT WIE REVENUE, RESULTS AND CAPITAL EMPLOYED

(Rs. In Million)

Particulars	Quarter Ended		Fifteen Month Ended
	31.12.2014	30.09.2014	31.12.2014
a. Information about Primary Business Segments	Unaudited	Unaudited	Unaudited
1. Segment Revenue
Composite Products	60.415	96.902	751.369
Polymers	0.273	6.726	31.576
Total	60.688	103.628	782.946
Less : Inter Segment Revenue	0.052	1.209	8.305
Net Sales	60.636	102.419	774.641
2. Segment Result
Composite Products	(202.955)	(169.896)	(1292.426)
Polymers	(1.431)	(8.557)	(40.467)
Total	(204.386)	(178.453)	(1332.894)
Less : Interest	0.061	0.469	5.100
Total	(204.446)	(178.922)	(1337.994)
3. Capital Employed (Segment Assets-Segment Liabilities)
Composite Products	2398.124	2486.165	2398.124
Polymers	449.011	451.408	449.011
Un-allocable	2348.005	2299.775	2348.005
Total	5195.140	5237.348	5195.140

Notes :

1. The above results have been reviewed by the Audit Committee and thereafter approved by the Board of Directors of the Company at their meeting held on today the 13th February, 2015.

2. Corresponding financial figures of previous year/period have been regrouped/re-arranged/re-classified, wherever necessary, to make them comparable with that of current period.

3. The segments have been identified in accordance with the Accounting Standard on Segment Reporting (AS-17) issued by the Institute of Chartered Accountants of India (ICAI).

4. The effect of Exchange fluctuation will be given by the company at the end of the financial year.

5. The Company follows the policy of providing for borrowing costs at the end of the financial year.

6. The current Accounting year of the Company has been extended by a period of 6 (six) Months. As Such, the current accounting year shall be for the period of 18 (Eighteen) Months ending on 31st March, 2015.(with a view to align with the provisions of Section 2(41) of the Companies Act, 2013).

FIXED ASSETS

· Land

· Building

· Plant and Machinery

· Furniture

· Office Equipments

· Vehicles

· Quality Control Assets

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.62.62
UK Pound	1	Rs.94.39
Euro	1	Rs.67.96

INFORMATION DETAILS

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

SCORE & RATING EXPLANATIONS

SCORE FACTORS	RANGE	POINTS
HISTORY	1~10	3
PAID-UP CAPITAL	1~10	3
OPERATING SCALE	1~10	3
FINANCIAL CONDITION
--BUSINESS SCALE	1~10	3
--PROFITABILITY	1~10	-
--LIQUIDITY	1~10	3
--LEVERAGE	1~10	3
--RESERVES	1~10	3
--CREDIT LINES	1~10	3
--MARGINS	-5~5	--
DEMERIT POINTS
--BANK CHARGES	YES/NO	YES
--LITIGATION	YES/NO	YES
--OTHER ADVERSE INFORMATION	YES/NO	NO
MERIT POINTS
--SOLE DISTRIBUTORSHIP	YES/NO	NO
--EXPORT ACTIVITIES	YES/NO	NO
--AFFILIATION	YES/NO	YES
--LISTED	YES/NO	YES
--OTHER MERIT FACTORS	YES/NO	YES
DEFAULTER
--RBI	YES/NO	YES
--EPF	YES/NO	NO
TOTAL		24

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.