MIRA INFORM REPORT

Report No. :	321025
Report Date :	05.05.2015

IDENTIFICATION DETAILS

Name :	NOCIL LIMITED (w.e.f.29.11.2007)
Formerly Known As :	NATIONAL ORGANIC CHEMICAL INDUSTRIES LIMITED
Registered Office :	Mafatlal House, H T Parekh Marg, Backbay Reclamation, Churchgate, Mumbai – 400020, Maharashtra
Tel. No.:	91-22-66364062
Country :	India
Financials (as on) :	31.03.2014
Date of Incorporation :	11.05.1961
Com. Reg. No.:	11-012003
Capital Investment / Paid-up Capital :	Rs.1607.870 Million
CIN No.: [Company Identification No.]	L99999MH1961PLC012003
IEC No.:	0388000848
TAN No.: [Tax Deduction & Collection Account No.]	MUMN00133A / mumn10739b
PAN No.: [Permanent Account No.]	AAACN4912E
Legal Form :	A Public Limited Liability Company. The Company’s Shares are Listed on the Stock Exchanges.
Line of Business :	Manufacturer, Trader, Exporter and Importer of Rubber Chemicals.
No. of Employees :	266 (Approximately)

RATING & COMMENTS

MIRA’s Rating :

Ba (51)

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

Maximum Credit Limit :	USD 10750000
Status :	Good
Payment Behaviour :	Regular
Litigation :	Not Available
Comments :	Subject is an old and well-established company having fine track record. Financial positon of the company seem to be sound. The rating takes into consideration the company’s leadership position in the domestic rubber chemicals industry and long established relationship with leading domestic and global tyre manufacturers. Trade relations are reported to be fair. Business is active. Payments are reported to be regular and as per commitment. The company can be considered for business dealings at usual trade terms and conditions.

NOTES :

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

ECGC Country Risk Classification List – December 31, 2014

Country Name	Previous Rating (30.09.2014)	Current Rating (31.12.2014)
India	A1	A1

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

EXTERNAL AGENCY RATING

Rating Agency Name	CARE
Rating	Long Term Bank Facilities = AA-
Rating Explanation	High degree of safety and low credit risk.
Date	31.03.2014

Rating Agency Name	CARE
Rating	Short Term Bank Facilities = A1+
Rating Explanation	Very strong degree of safety and lowest credit risk.
Date	31.03.2014

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.

LOCATIONS

Registered/ Head Office/ Export Department :	Mafatlal House, H T Parekh Marg, Backbay Reclamation, Churchgate, Mumbai – 400020, Maharashtra, India
Tel. No.:	91-22-66364062/ 66576100
Fax No.:	91-22-66364060/ 56364056
E-Mail :	vikas.gupte@nocilindia.com investorcare@nocilindia.com karnik.um@nocilindia.com rcdmktg@nocilindia.com gadgilrm@nocilindia.com rakesh@nocilindia.com
Website :	http://www.nocil.com
Factory 1/ Marketing Technical Service :	C-37, T.T.C. Industrial Area, Off Thane-Belapur Road, Pawne Village, Post Turbhe, Navi Mumbai - 400705, Maharashtra, India
Tel. No.:	91-22-66730551
Fax No.:	91-22-27671862
E-Mail :	deo@nocilindia.com
Factory 2 :	12/A/1 and 13/B/1, Dahej Industrial Estate, Village Ambheta, Talulka Vagra, District Bharuch – 392130, Gujarat, India
Tel. No.:	91-264-2399201
Regional office :	Located at : Delhi Chennai Kolkata

DIRECTORS

AS ON 31.03.2014

Name :	Mr. Hrishikesh A. Mafatlal
Designation :	Chairman
Date of Birth/Age :	59 years
Qualifications :	Holds an Honours Degree in Commerce (1975) from the Sydenham College, Mumbai. In 1993, he attended the Advanced Management Programme (AMP) at the Harvard Business School, United States.
Expertise in Specific Functional Areas :	Mr. H.A. Mafatlal is the Chairman and Chief Executive of the Arvind Mafatal Group of Companies (AMG). AMG has major interests in Textiles (Mafatlal Industries Limited), Rubber Chemicals (NOCIL Limited) and Fluorochemicals (Navin Fluorine International Limited). He is a past President and now a Managing Committee Member of the Millowners’ Association, Mumbai (MOA). He is a Governing Council Member of the N.L. Dalmia Institute of Management Studies and Research. He was a Member on the Board of Governors of IIM Ahmedabad for 12 years (1995-2007), and a Vice-Chairman of The Cotton Textiles Export Promotion Council (TEXPROCIL). He is a Trustee of Shri Sadguru Seva Sangh Trust as well as BAIF Development Research Foundation.
Directorships held in other Public Limited Companies :	· Mafatlal Industries Limited · Navin Fluorine International Limited · Mafatlal Services Limited · Mafatlal Asset Management Co. Limited · Techergo Solutions Limited · Mafatlal Global Apparel Limited
Name :	Mr. C.R. Gupte
Designation :	Managing Director
Name :	Mr. S. R. Deo
Designation :	Executive Director
Date of Birth/Age :	59 Years
Qualifications :	M. Tech. (Chemical Engineering) I.I.T. Kanpur
Expertise in Specific Functional Areas :	Mr. Deo was associated with various functions of businesses like manufacturing, technology, project engineering and execution, business strategy and marketing. Mr. Deo was head of manufacturing and head of marketing for erstwhile Petrochemical Division of the Company. Prior to appointment as Executive Director, Mr. Deo was Sr. Vice President – Technical of the Company and has contributed to improve the plant efficiencies, product quality, Health, Safety and Environment (HSE) standards in the company, Human Resources strategy to meet the future business challenges, creating strong technical team of Research and Technology for indigenous development of technologies and its implementation.
Name :	Mr. Rohit Arora
Designation :	Director
Name :	Mr. V. R. Gupte
Designation :	Director
Name :	Mr. C. L. Jain
Designation :	Director - (GIC Nominee)
Name :	Mr. Vishad P. Mafatlal
Designation :	Director
Name :	Mr. D.N. Mungale
Designation :	Director
Name :	Mr. N. Sankar
Designation :	Director
Name :	Mr. P. V. Bhide
Designation :	Director (w.e.f 26.10.2010)

KEY EXECUTIVES

Name :	Mr. V. K. Gupte
Designation :	Company Secretary
Name :	Mr. S. R. Deo
Designation :	President – Technical (w.e.f. – 1, January, 2014)

SHAREHOLDING PATTERN

AS ON 31.03.2015

Category of Shareholder	No. of Shares	Percentage of Holding
(A) Shareholding of Promoter and Promoter Group
(1) Indian
Individuals / Hindu Undivided Family	877040	0.55
Bodies Corporate	58619739	36.46
Sub Total	59496779	37.00
(2) Foreign
Total shareholding of Promoter and Promoter Group (A)	59496779	37.00
(B) Public Shareholding
(1) Institutions
Mutual Funds / UTI	46011	0.03
Financial Institutions / Banks	597507	0.37
Central Government / State Government(s)	880	0.00
Insurance Companies	2348464	1.46
Foreign Institutional Investors	289518	0.18
Sub Total	3282380	2.04
(2) Non-Institutions
Bodies Corporate	20443809	12.71
Individuals
Individual shareholders holding nominal share capital up to Rs. 0.100 Million	51855495	32.25
Individual shareholders holding nominal share capital in excess of Rs. 0.100 Million	24483177	15.23
Any Others (Specify)	1225340	0.76
Overseas Corporate Bodies	5000	0.00
Non Resident Indians	1220340	0.76
Sub Total	98007821	60.96
Total Public shareholding (B)	101290201	63.00
Total (A)+(B)	160786980	100.00
(C) Shares held by Custodians and against which Depository Receipts have been issued
(1) Promoter and Promoter Group	0	0.00
(2) Public	0	0.00
Sub Total	0	0.00
Total (A)+(B)+(C)	160786980	100.00

BUSINESS DETAILS

Line of Business :

Manufacturer, Trader, Exporter and Importer of Rubber Chemicals.

Products :

Products Description	Item Code No.
Amine Function Compounds	29215190
Sulphonamides	29350090
Heterocyclic Compounds with Nitrogen Heteroatom(s)	29334900

Brand Names :

Not Available

Agencies Held :

Not Available

Exports :

Products :

Finished good

Countries :

• Middle east
• Europe

Imports :

Products :

Raw material

Countries :

• China
• Japan
• Germany

Terms :

Selling :

Cash, L/C, Credit

Purchasing :

Cash, L/C, Credit

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 :

Wholesalers, Retailers and Manuafcturer

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 :

266 (Approximately)

Bankers :

· HDFC Bank Limited

· Export-Import Bank of India

· AXIS Bank Limited

· IDBI Bank Limited

Facilities :

SECURED LOANS	31.03.2014 (Rs. In Million)	31.03.2013 (Rs. In Million)
LONG TERM BORROWINGS
Term loans from Banks	718.333	931.667
SHORT-TERM BORROWINGS
Working Capital Loans	335.591	343.363
Packing credit loan	255.000	30.000
Total	1308.924	1305.030

LONG-TERM BORROWINGS

Details of Security

a) First pari passu charge on all moveable and immoveable fixed assets of the company at Dahej, both present and future.

b) Second pari passu charge on entire current assets of the company, both present and future.

Terms of Repayment and maturity with respect to the Balance Sheet date Repayable in 20 / 21 equal quarterly instalments commencing from Financial Year 2013-14

SHORT-TERM BORROWINGS

Details of Security

First pari passu charge on stock and book debts both present and future by way of hypothecation over company's entire current assets including stock of raw materials, semi-finished and finished goods, consumable stores and spares and other movables, book debts, bills, outstanding monies, receivables, both present and future.

Auditors :
Name :	Deloitte Haskins and Sells LLP Chartered Accountants
Solicitors and Advocates :	· Vigil Juris · PDS Legal
Memberships :	Not Available
Collaborators :	Not Available
Subsidiaries :	PIL Chemicals Private Limited (PIL)
Enterprises over which Directors and Relatives of such personnel exercise significant influence :	· Navin Fluorine International Limited · Mafatlal Industries Limited

CAPITAL STRUCTURE

AS ON 31.03.2014

Authorised Capital :

No. of Shares	Type	Value	Amount
1200000000	Equity Shares	Rs.10/- each	Rs.12000.000 Million

Issued, Subscribed & Paid-up Capital :

No. of Shares	Type	Value	Amount
160786980	Equity Shares	Rs.10/- each	Rs.1607.870 Million

Rights, preferences and restrictions attached to Equity shares

The company has a single class of equity shares. Each Shareholder is eligible for one vote per share held. The dividend proposed by the Board of Directors is subject to the approval of the Shareholders. In the event of liquidation, the Equity Shareholders are eligible to receive the remaining assets of the company after distribution of all preferential amounts, in proportion to their shareholding.

Details of equity shares held by shareholders holding more than 5% shares:

Name of Shareholders	Number of Shares	% holding
Mafatlal Industries Limited	23036469	14.33
Mishapar Investments Limited	10536300	6.55
Arvi Associates Private Limited	10468026	6.51

LISTING DETAILS:

Subject Stock Code :	BSE : 500730 NSE : NOCIL INE : 163A01018
Stock Exchange Place :	· The Stock Exchange, Mumbai, · National Stock Exchange of India Limited
Listed Date :	Not Available

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	1607.870	1607.870	1607.870
(b) Reserves & Surplus	2155.847	2032.538	1720.503
(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)	3763.717	3640.408	3328.373
(3) Non-Current Liabilities
(a) long-term borrowings	718.333	931.667	750.000
(b) Deferred tax liabilities (Net)	389.732	268.877	219.016
(c) Other long term liabilities	0.000	0.000	0.000
(d) long-term provisions	114.965	117.956	182.300
Total Non-current Liabilities (3)	1223.030	1318.500	1151.316
(4) Current Liabilities
(a) Short term borrowings	590.591	373.363	54.588
(b) Trade payables	1240.993	714.574	627.746
(c) Other current liabilities	408.113	435.574	169.343
(d) Short-term provisions	138.107	137.258	128.351
Total Current Liabilities (4)	2377.804	1660.769	980.028
TOTAL	7364.551	6619.677	5459.717
II. ASSETS
(1) Non-current assets
(a) Fixed Assets
(i) Tangible assets	2970.315	2955.947	702.170
(ii) Intangible Assets	50.500	54.554	38.685
(iii) Capital work-in-progress	28.222	34.408	1265.532
(iv) Intangible assets under development	0.000	0.000	12.330
(b) Non-current Investments	473.058	473.058	250.558
(c) Deferred tax assets (net)	0.000	0.000	0.000
(d) Long-term Loan and Advances	457.579	518.624	533.146
(e) Other Non-current assets	0.000	0.000	0.000
Total Non-Current Assets	3979.674	4036.591	2802.421
(2) Current assets
(a) Current investments	0.000	0.000	0.000
(b) Inventories	1598.828	1154.395	1139.151
(c) Trade receivables	1477.186	1108.661	995.779
(d) Cash and cash equivalents	149.991	117.644	350.676
(e) Short-term loans and advances	156.146	198.288	170.683
(f) Other current assets	2.726	4.098	1.007
Total Current Assets	3384.877	2583.086	2657.296
TOTAL	7364.551	6619.677	5459.717

PROFIT & LOSS ACCOUNT

	PARTICULARS		31.03.2014	31.03.2013	31.03.2012
	SALES
		Income	5961.439	4881.779	4814.910
		Other Income	107.570	138.737	232.455
		TOTAL (A)	6069.009	5020.516	5047.365
Less	EXPENSES
		Cost of Materials Consumed	3534.295	3033.771	2992.983
		Purchases of stock-in-trade	40.835	27.996	26.489
		Changes in inventories of finished goods, work-in-progress and stock-in-trade	(84.915)	95.186	(70.868)
		Employee benefits expense	410.133	356.422	345.479
		Other expenses	1451.839	1172.288	1192.154
		Exceptional item	20.345	(222.500)	(2.245)
		TOTAL (B)	5372.532	4463.163	4483.992
Less	PROFIT BEFORE INTEREST, TAX, DEPRECIATION AND AMORTISATION (A-B) (C)		696.477	557.353	563.373
Less	FINANCIAL EXPENSES (D)		173.877	37.549	4.316
	PROFIT BEFORE TAX, DEPRECIATION AND AMORTISATION (C-D) (E)		522.600	519.804	559.057
Less/ Add	DEPRECIATION/ AMORTISATION (F)		175.584	78.457	89.934
	PROFIT BEFORE TAX (E-F) (G)		347.016	441.347	469.123
Less	TAX (H)		110.840	16.445	129.217
	PROFIT AFTER TAX (G-H) (I)		236.176	424.902	339.906
Add	PREVIOUS YEARS’ BALANCE BROUGHT FORWARD		1499.446	1187.411	659.628
	TRANSFER FROM RESERVE FOR CONTINGENCY		0.000	0.000	300.000
Less	APPROPRIATIONS
		Proposed Dividend on Equity Shares	96.500	96.472	96.472
		Corporate tax on dividend	16.400	16.395	15.651
	BALANCE CARRIED TO THE B/S		1622.722	1499.446	1187.411
	EARNINGS IN FOREIGN CURRENCY
		F.O.B. value of Goods Exported	2220.780	1896.045	1943.973
	IMPORTS
		Raw Materials	1923.982	1230.291	1284.759
		Stores & Spares	0.815	1.334	1.470
		Capital Goods	2.519	129.025	7.794
	TOTAL IMPORTS		1927.316	1360.650	1294.023
	Earnings Per Share (Rs.)		1.47	2.64	2.11

QUARTERLY RESULTS

Particulars	30.06.2014 (Unaudited)	30.09.2014 (Unaudited)	31.12.2014 ( Unaudited)
	1^st Quarter	2^nd Quarter	3^rd Quarter
Net Sales	1766.800	1751.500	1771.100
Total Expenditure	1549.200	1486.100	1456.800
PBIDT (Excl OI)	217.600	265.400	314.300
Other Income	10.100	21.200	6.300
Operating Profit	227.700	286.600	320.600
Interest	41.700	43.400	42.200
Exceptional Items	0.000	0.000	0.000
PBDT	186.000	243.200	278.400
Depreciation	34.500	33.800	34.000
Profit Before Tax	151.500	209.400	244.400
Tax	50.800	78.700	79.600
Provisions and contingencies	0.000	0.000	0.000
Profit After Tax	100.700	130.700	164.800
Extraordinary Items	0.000	0.000	0.000
Prior Period Expenses	0.000	0.000	0.000
Other Adjustments	0.000	0.000	0.000
Net Profit	100.700	130.700	164.800

KEY RATIOS

PARTICULARS		31.03.2014	31.03.2013	31.03.2012
Net Profit Margin (PAT/Sales)	(%)	3.96	8.70	7.06
Operating Profit Margin (PBIDT/Sales)	(%)	11.68	11.42	11.70
Return on Total Assets (PBT/Total Assets}	(%)	5.06	7.22	11.93
Return on Investment (ROI) (PBT/Networth)		0.09	0.12	0.14
Debt Equity Ratio (Total Debt /Networth)		0.35	0.36	0.24
Current Ratio (Current Asset/Current Liability)		1.42	1.56	2.71

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	1607.870	1607.870	1607.870
Reserves & Surplus	1720.503	2032.538	2155.847
Net worth	3328.373	3640.408	3763.717
long-term borrowings	750.000	931.667	718.333
Short term borrowings	54.588	373.363	590.591
Total borrowings	804.588	1305.030	1308.924
Debt/Equity ratio	0.242	0.358	0.348

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	4,814.910	4,881.779	5,961.439
		1.389	22.116

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	4,814.910	4,881.779	5,961.439
Profit	339.906	424.902	236.176
	7.06%	8.70%	3.96%

LOCAL AGENCY FURTHER INFORMATION

Sr. No.	Check List by Info Agents	Available in Report (Yes / No)
1]	Year of Establishment	Yes
2]	Locality of the firm	Yes
3]	Constitutions of the firm	Yes
4]	Premises details	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	No
10]	Designation of contact person	No
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	-----
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	10435314	08/12/2014 *	500,000,000.00	IDBI BANK LIMITED	IDBI TOWERWTC COMPLEX, CUFFE PARADE, MUMBAI, MAHARASHTRA - 400005, INDIA	C38843181
2	10315780	03/09/2012 *	500,000,000.00	HDFC BANK LIMITED	HDFC BANK HOUSE, SENAPATI BAPAT MARG, LOWER PAREL W, MUMBAI, MAHARASHTRA - 400013, INDIA	B58723214
3	10274532	03/09/2012 *	750,000,000.00	EXPORT IMPORT BANK OF INDIA	CENTRE ONE BUILDING, FLOOR 21, WORLD TRADE CENTRE COMPLEX, CUFFE PARADE, MUMBAI, MAHARASHTRA - 400005, INDIA	B58865171
4	10006868	26/08/2014 *	1,000,000,000.00	HDFC BANK LIMITED	4 TH FLOOR, TOWER B, PENINSULA BUSINESS PARK, LOWER PAREL, MUMBAI, MAHARASHTRA - 400013, INDIA	C20364618
5	90230121	09/10/2014 *	500,000,000.00	AXIS BANK LIMITED	AXIS HOUSE, WADIA INTERNATIONAL HOUSE, P.B. MARG,  WORLI, MUMBAI, MAHARASHTRA - 400025, INDIA	C32011520
6	90241373	21/03/2005	152,289,030.00	STATE BANK OF INDIA	BRANCH, MUMBAI, MAHARASHTRA, INDIA	-
7	90223229	21/03/2001	120,000,000.00	ICICI BANK LIMITED	ICICI TOWERS; BANDRA - KURLA COMPLEX, BANDRA EAST, MUMBAI, MAHARASHTRA - 400051, INDIA	-
8	90222774	16/05/2000 *	300,000,000.00	ICICI BANK LIMITED	163, BACKBAY RECLAMATION, MUMBAI, MAHARASHTRA - 400020, INDIA	-
9	90222640	04/06/1996	220,000,000.00	INFRASTRUCTURE LEASING & FINANCIAL SERVICES LIMITED	MAHINDRA TOWERS; 4TH FLOOR, DR. G. M. BHOSALE MARG, BOMBAY, MAHARASHTRA - 400018, INDIA	-
10	90222510	19/06/1995	20,000,000.00	ABN AMRO BANK N.V.	14; VEER NARIMAN ROAD, FORT, BOMBAY, MAHARASHTRA  - 400023, INDIA	-
11	90222443	16/02/1995	30,000,000.00	STATE BANK OF INDIA	COMMERCIAL BRANCH, JUSTICE G. N. VAIDYA MARG, BOMBAY, MAHARASHTRA - 400023, INDIA	-
12	90222425	26/12/1994	300,000,000.00	SCICI LIMITED	141, MARKER TOWERS F; CUFFE PARADE, BOMBAY, MAHAR  ASHTRA - 400005, INDIA	-
13	90222318	19/04/1994	175,000,000.00	STATE BANK OF INDIA	COMMERCIAL BRANCH, JUSTICE G.N. VAIDYA MARG, MUMBAI, MAHARASHTRA - 400021, INDIA	-
14	90222269	21/12/1993	37,800,000.00	ABN AMRO BANK N.A	14; VEER NARIMAN ROAR, FORT, BOMBAY, MAHARASHTRA  - 400023, INDIA	-
15	90222254	24/11/1993	31,200,000.00	STATE BANK OF INDIA	COMMERCIAL BRANCH, ]JUSTICE G N. VAIDYA MARG, BO  MBAY, MAHARASHTRA - 400023, INDIA	-
16	90225933	24/11/1993 *	265,000,000.00	STATE BANK OF INDIA	COMMERCIAL BRANCH, JUSTICE G. N. VAIDYA MARG, BOMBAY, MAHARASHTRA - 400023, INDIA	-
17	90222226	13/09/1993	50,000,000.00	STATE BANK OF INDIA	INDUSTRIAL FINANCE BRANCH, FORT, BOMBAY, MAHARASHTRA - 400001, INDIA	-
18	90222218	31/12/1994 *	70,000,000.00	CORPORATION BANK	INDUSTRIAL FINANCE BRANCH; BHARAT HOUSE, GROUND FLOOR; NO 104; B. S. MARG, BOMBAY, MAHARASHTRA - 400001, INDIA	-
19	90222213	07/04/1994 *	150,000,000.00	UNION BANK OF INDIA	INDUSTRIAL FINANCE BRANCH, 1ST FLOOR; UNION BANK  BHAVAN; 239; VIDHAN BHAVAN M, BOMBAY, MAHARASHTRA  - 400021, INDIA	-
20	90222172	09/04/1993	30,000,000.00	CREDIT LYONNAIS	SCINDIA HOUSE, BALLARD PIAR, BOMBAY, MAHARASHTRA - 400038, INDIA	-
21	90224353	14/07/1992	1,500,000.00	BARCLAYS BANK OLC	54; LOMBARD STREET, LONDON, , UNITED KINGDOM	-
22	90222065	17/06/1992	40,000,000.00	UNION BANK OF INDIA	INDUSTRIAL FINANCE BRANCH; 1ST FLOOR, 239; VIDHAN  BHAVAN MARG, BOMBAY, MAHARASHTRA - 400021, INDIA	-
23	90225864	17/06/1992	40,000,000.00	UNION BANK OF INDIA	INDUSTRIAL FINANCE BRANCH; 1ST FLOOR, UNION BANK  BHAVAN; 239; VIDHAN BHAVAN MARG, BOMBAY, MAHARASHTRA - 400021, INDIA	-
24	90222031	06/03/1992	30,000,000.00	ABN AMRO BANK N.V.	14; VEER NARIMAN ROAD, BOMBAY, MAHARASHTRA - 400023, INDIA	-
25	90221979	07/11/1991	150,000,000.00	UNION BANK OF INDIA	INDUSTRIAL FINANCE BRANCH; UNION BANK BHAVAN, 1ST  FLOOR; VIDHAN BHAVAN MARG; NARIMAN POINT, BOMBAY,  MAHARASHTRA - 400021, INDIA	-
26	90221948	08/09/1995 *	100,000,000.00	THE INDUSTRIAL CREDIT & INVESTMENT CORPO. OF INDIA LIMITED	163, BACKBAY RECLAMATION, BOMBAY, MAHARASHTRA - 400020, INDIA	-
27	90221722	15/12/1993 *	30,000,000.00	BANK OF INDIA	NARIMAN POINT BRANCH, AIR INDIA BUILDING; NARIMAN  POINT, BOMBAY, MAHARASHTRA - 400021, INDIA	-
28	90225729	15/12/1993 *	30,000,000.00	BANK OF INDIA	NARIMAN POINT BRANCH, AIR INDIA BUILD; NARIMAN POINT, BOMBAY, MAHARASHTRA - 400021, INDIA	-
29	90221488	30/03/1989 *	12,000,000.00	INDUSTRIAL RECONSTRUCTION BANK OF INDIA	19, NETAJI SUBASH ROAD, CALCUTTA, WEST BENGAL - 7  00001, INDIA	-
30	90221211	26/08/1985	4,500,000.00	THE INDUSTRIAL CREDIT & INVESTMENT CORP. OF INDIA	163, BACKBAY RECLAMATION, BOMBAY, MAHARASHTRA - 400020, INDIA	-

* Date of charge modification

CORPORATE INFORMATION

The Company was incorporated on 11 May 1961, and is engaged in manufacture of rubber chemicals. The Company has manufacturing facilities at Navi Mumbai (Maharashtra) and at Dahej (Gujarat). The products manufactured by the Company are used by the tyre industry and other rubber processing industries.

PERFORMANCE OF THE COMPANY

The year continued to experience challenging business conditions with the slowing down of GDP growth in India and increased competition from foreign suppliers. The operating performance consequently, got impacted particularly in the first half of financial year 2013-14.

In line with the depressed automobile sector demand, majority of the company’s customers both in the domestic as well as in the international market, undertook production cuts at periodical intervals to align their production with demand. As a result there was negligible growth in demand for Rubber Chemicals in the country. The silver lining is that, at least some of the large economies like the US in the western world are now showing healthy trends. The Indian economy too is expected to do better in the coming year in the hope of a stable government at the centre, which should augur well for their business.

The company achieved a growth of 6.5% in its sales volumes as compared to the previous year through sustained marketing efforts and also due to some exits/closures of a few local and international Rubber Chemical players.

The gross turnover of the company, for the year, touched Rs.6430.000 Million as compared to Rs.5270.000 Million in the previous year, representing an increase of about 22%. This increase was possible due to a combination of Rupee depreciation, a change in the product mix along with some price corrections which were done to offset some rising input costs. While their efforts to improve their realisations continue, they are severely constrained in this regard on account of the aggressive dumping resorted to by their competitors, especially from China and Korea. This in turn has also forced the European competitors to offer similar aggressive pricing.

The production of rubber chemicals and their intermediates, for the year was 37,333 MT as against 33,341 MT, representing an increase of about 12% as compared to the previous year. Unfortunately, the main product (Px-13) continues to suffer due to the unrealistically low prices offered by international competitors. On the whole, their selling prices continue to be unfavourably influenced and impacted by the artificially low pricing adopted by competitors.

The Input costs, in sync with the high crude oil and benzene prices, continued to show rising trend. While their did manage to pass on some of these increases to their customers, they were not commensurate with the increases they had to absorb.

EXPORTS

With some of the important international markets showing some signs of improvement in the second half of the current year, they registered a marginal growth in export volumes by 3%. Due to a significant proportion of high value/speciality products in their export basket as well as due to the weaker Rupee, the company managed to achieve a substantially higher export turnover of Rs.2250.000 Million as compared to Rs.1880.000 Million in the previous year. It would be worthwhile mentioning that the company has over a period successfully developed and markets a few speciality products, specifically tailored for its major international customers, due to which it enjoys a niche position. As far as the other generic products are concerned, the company enters the export segment, only out of a compulsion to optimally utilise its own capacities in the absence of sufficient orders from the domestic customers and not out of choice, since pricing in the exports market is also vitiated by the aggressive dumping resorted by the Chinese, Korean and other competitors.

MANAGEMENT DISCUSSION AND ANALYSIS

ECONOMIC REVIEW

The economic activity in the country was at a low key during the year, as GDP growth slowed down to around 5% for the year. However some signs of improvements though minor are visible since the last quarter. The outlook, particularly post elections, seems more promising than the year.

Crude oil prices as in the past few years, continue to remain at high levels. India being dependant on large imports of crude oil, experienced an adverse impact in case of both, economic growth as well as currency management. Rupee experienced huge depreciation vis-a-vis US Dollar and other major currencies in the first half of the financial year, which continued till the third quarter of the year. During these volatile times, Rupee dipped close to Rs.70 per US$. Some correction did take place in the last quarter on account of high forex inflows into the country on the back of the upswing in the equity markets.

The uncertain political scenario also compounded the problems further. This not only resulted in hampering the Industrial growth in India for the second consecutive year but also ensured that there were no major capital investments. Needless to mention, this had a direct impact on the consumer demand. Automobile sector being one of the key sectors of the economy, was badly affected. The company being a second stage supplier to the Auto sector faced all these challenges in substantial measure.

On the positive side, some of the major economies like the US and Japan have started showing some encouraging trends during the last few quarters. It is expected that the formation of the new Indian Government post elections, at the centre, is expected to give some boost to the manufacturing sector which in turn would show some improvement in overall demand pattern.

OPERATING PERFORMANCE AND FINANCIAL PERFORMANCE FOR THE YEAR

The prices of practically all the major inputs of the company continued to be at high levels. Due to the aggressive dumping resorted to by the Chinese/Korean/European Manufacturers, the company too had to occasionally cut down the production of certain key products

During the year, the Company achieved a profit before tax of Rs. 347.000 Million as compared to Rs. 441.300 Million in 2012-13. The performance for the year should be viewed in the context of higher depreciation, interest and establishment costs consequent on setting up of Dahej operations site.

STATEMENT OF STANDALONE UNAUDITED RESULTS FOR THE QUARTER AND NINE MONTHS ENDED 31.12.2014

(RS. IN MILLION)

PARTICULARS	Quarter Ended		Nine Months ended
	31.12.2014	30.09.2014	31.12.2014
	(Unaudited)	(Unaudited)	(Unaudited)
1. Income from operations
a) Net Sales/ Income from operation (net of excise duty)	1766.900	1742.800	5267.100
b) Other operating income	4.200	8.700	22.300
Total income from Operations(net)	1771.100	1751.500	5289.400
2.Expenditure
a) Cost of material consumed	944.600	1255.100	3357.700
b) Purchases of stock in trade	11.500	6.300	27.400
c) Changes in inventories of finished goods, work-in-progress and stock-in-trade	(17.500)	(360.300)	(509.300)
d) Employees benefit expenses	121.600	120.800	360.500
e) Depreciation and amortization expenses	34.000	33.800	102.200
f) Utilities	133.500	168.000	452.500
g) Other expenditure	263.100	296.200	803.100
Total expenses	1490.800	1519.900	4594.100
3. Profit from operations before other income and financial costs	280.300	231.600	695.300
4. Other income	6.300	21.200	37.600
5. Profit from ordinary activities before finance costs	286.600	252.800	732.900
6. Finance costs	42.200	43.400	127.300
7. Net profit/(loss) from ordinary activities after finance costs but before exceptional items	244.400	209.400	605.600
8. Exceptional item	0.000	0.000	0.000
9. Profit from ordinary activities before tax Expense:	244.400	209.400	605.600
10.Tax expenses	79.600	78.700	209.100
11.Net Profit / (Loss) from ordinary activities after tax (9-10)	164.800	130.700	396.500
12.Extraordinary Items (net of tax expense)	0.000	0.000	0.000
13.Net Profit / (Loss) for the period (11-12)	164.800	130.700	396.500
14.Paid-up equity share capital (Nominal value Rs.10/- per share)	1607.900	1607.900	1607.900
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	1.03	0.81	2.47
(b) Diluted	1.03	0.81	2.47

PARTICULARS	Quarter Ended		Nine Months ended
	31.12.2014	30.09.2014	31.12.2014
A. Particulars of shareholding	(Unaudited)	(Unaudited)	(Unaudited)
1. Public Shareholding
- Number of shares	101290201	101290201	101290201
- Percentage of shareholding	63.00	63.00	63.00
2. Promoters and Promoters group Shareholding-	59496779	59496779	59496779
a) Pledged /Encumbered
Number of shares	2916667	2916667	2916667
Percentage of shares (as a % of total shareholding of the promoter and promoter group)	4.90	4.90	4.90
Percentage of shares (as a % of total share capital of the company)	1.81	1.81	1.81
b) Non Encumbered
Number of shares	56580112	56580112	56580112
Percentage of shares (as a % of total shareholding of the promoter and promoter group)	95.10	95.10	95.10
Percentage of shares (as a % of total share capital of the company)	35.19	35.19	35.19
B. Investor Complaints
Pending at the beginning of the quarter	--
Receiving during the quarter	1
Disposed of during the quarter	1
Remaining unreserved at the end of the quarter	--

NOTES:

1) Depreciation for the period ended 31 December 2014 has been provided in accordance with the Schedule II of the Companies Act, 2013.

2) The Company is primarily engaged in the business of manufacture of Rubber Chemicals, which, in the context of Accounting Standard (AS 17) on 'Segment Reporting', constitutes a single reportable segment.

3) During the previous year ended 31 March 2014, the company implemented a voluntary retirement scheme at its Navi Mumbai Plant. The compensation paid during the quarter ended 30 June 2013 under the said scheme of Rs. 20.300 Million was debited to the Statement of Profit and Loss and disclosed as an exceptional item.

4) The above results have been reviewed by the Audit Committee and approved by the Board of Directors at its meeting held on 28 January 2015 and have been subjected to limited review by the statutory auditors of the Company.

5) The figures for the corresponding periods / year have been regrouped, wherever necessary.

CONTINGENT LIABILITIES:

Particulars	31.03.2014 (Rs. In Million)	31.03.2013 (Rs. In Million)
(a) Claims against the Company not acknowledged as debts	6.227	14.058
(b) Central excise duty and Customs duty demands disputed	6.578	13.900
(c) Income tax demands disputed	107.430	85.583
(d) Sales tax demands disputed Note: The Company has contested / filed appeals in respect of the aforesaid disputed matters before the authorities. The management is hopeful that matters will be decided in favour of the Company	39.381	36.436

FIXED ASSETS:

· Land

· Building

· Plant and Machinery

· Computer

· Vehicles

· Furniture and Fixture

· Office Equipment

· Software

· Patents

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. 63.58
UK Pound	1	Rs. 97.99
Euro	1	Rs. 70.53

INFORMATION DETAILS

Information Gathered by :	DPA
Analysis Done by :	SUM
Report Prepared by :	JYTK

SCORE & RATING EXPLANATIONS

SCORE FACTORS	RANGE	POINTS
HISTORY	1~10	8
PAID-UP CAPITAL	1~10	7
OPERATING SCALE	1~10	8
FINANCIAL CONDITION
--BUSINESS SCALE	1~10	8
--PROFITABILITY	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	YES
--AFFILIATION	YES/NO	YES
--LISTED	YES/NO	YES
--OTHER MERIT FACTORS	YES/NO	YES
DEFAULTER
--RBI	YES/NO	NO
--EPF	YES/NO	NO
TOTAL		66

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.