MIRA INFORM REPORT

Report Date :

18^th May, 2006

IDENTIFICATION DETAILS

Name :	GEOLOGISTICS PRIVATE LIMITED
Formerly Known As :	LEP INTERNATIONAL (INDIA) PRIVATE LIMITED
Registered Office :	3^rd Floor, Navkar Chambers, Wing – A, off Andheri – Kurla Road, Andheri (East), Mumbai – 400 059, Maharashtra, India
Country :	India
Financials (as on) :	31.03.2005
Date of Incorporation :	13^th January, 1998
CIN No.:	U60230MH1998PTC112960
Com. Reg. No.:	11-112960
TAN No.: (Tax Deduction & Collection Account No.)	MUML02939G
PAN No.: (Permanent Account No.)	AAACL3717A
Legal Form :	Private Limited Liability Company
Line of Business :	Subject is engaged in providing Business Services, Logistic Services, Freight Forwarders and Brokers Services.

RATING & COMMENTS

MIRA’s Rating :

A

RATING		STATUS	PROPOSED CREDIT LINE
56-70	A	Financial & operational base are regarded healthy. General unfavourable factors will not cause fatal effect. Satisfactory capability for payment of interest and principal sums	Fairly Large

Maximum Credit Limit :	USD 750000
Status :	Good
Payment Behaviour :	Regular
Litigation :	Clear
Comments :	Subject is a part of Geologistics Group, which has a multi – national operation. Available information indicates high financial responsibility of the company. Trade relations are fair. Payments are correct and as per commitments. The company can be considered good for any normal business dealings at usual trade terms and conditions.

LOCATIONS

Registered Office :	3^rd Floor, Navkar Chambers, Wing – A, off Andheri – Kurla Road, Andheri (East), Mumbai – 400 059, Maharashtra, India
Tel. No.:	91-22-28596646/7509/28514296
Fax No.:	91-22-28597510
Website :	http://www.geologistics.com
Corporate Office :	273, Shahabad Mahommadpur, (Near IGI Airport Terminal II), New Delhi – 110 061
Overseas	Located at :- v China v Dalian China v Hong Kong v Shanghai v Xiamen v Japan v Korea v Phillipines v Singapore v Taipei v Kaohsiung v Thailand v Vietnam v Hanoi
Branches :	Located at:- · 3^rd Floor, Vaman Center, Makwana Road, Marol Village, Andheri (East), Mumbai, Maharashtra · 412, Anand Mangal – 2, Behind Femina Town, Off C. G. Road, Navrangpura, Ahmedabad – 380 009, Gujarat Tel. 91-79-6560639/6562452 Fax. 91-79-6562389 · 1^st Floor, Ashok Terrace, 100 Feet Road, Indira Nagar, 1^st Stage, Bangalore – 560 038, Karnataka Tel. 91-80-5283119-22 Fax. 91-80-5274725 · G. C. Crystal Lawn No. 2, Wallace Garden, 2^nd Street, Nungambakkam, Chennai – 600 006, Tamilnadu Tel. 91-44-28231101/6114/1008/0986/2362 Fax. 91-44-28231855 · No. 9, Subbaiah Pillai Estates, Opposite Sanatnagar Fire Station, Hyderabad – 500 018, Andhra Pradesh Tel. 91-40-23813960/0267 Fax. 91-40-23810267 · Navkar Chambers, Wing B, 4^th Floor, Andheri – Kurla Road, Marol, Andheri (East), Mumbai – 400 059, Maharashtra Tel. 91-22-28597477/28597484 Fax. 91-22-28524083 · Shahbad Mohammadpur, Opposite IGI Airport Terminal II, New Delhi – 110 061 Tel. 91-11-25656351 to 25656361 Fax. 91-11-25656363 · 100-101, Sector 34 – A, Chandigarh – 160 034 · Rani Meyyammai Building, 1^st Floor, KPK Menon Road, Willingdon Island, Kochi – 682 003, Kerala Tel. 91-484-2669020/175/76/772 Fax. 91-484-2668806 · Flat No. 8, 4^th Floor, 172 Chinar Apartment, Srinagar Extension, Indore – 452 001, Madhya Pradesh Tel. 91-731-261339 Fax. 91-731-261339 · B/96, Shastri Nagar, Jodhpur – 342 003, Rajasthan Tel. 91-291-618221 Fax. 91-291-636110 · 2^nd Floor, Room No. 18, Somdatt Plaza, 10, The Mall, Kanpur – 208 001, Uttar Pradesh Tel. 91-512-2306954/2303433 Fax. 91-512-2306954 · Room 304, 3^rd Floor, Central Plaza, 2/6, Sarat Bose Road, Kolkata – 700 020, West Bengal Tel. 91-33-24855357/4768466/24740415 Fax. 91-33-24768465

DIRECTORS

Name :	Mr. Mahesh K. Niruttam
Designation :	Director (Sri Lanka)
Address :	Plot No. 31, Vithal Nagar Society, Off 10^th Road, Juhu, Mumbai, Maharashtra
Date of Birth/Age :	2.09.1965
Date of Appointment :	13.01.1998
Name :	Mr. Ben Ross Williams
Designation :	Director (Australian)
Address :	198, Park Garden, 6, Tai Hong Drive, Hong Kong
Date of Birth/Age :	12.01.1957
Date of Appointment :	24.03.1999
Name :	Mr. Nipul H. Chandiwala
Designation :	Director
Address :	1002/1003, Park Side I, Raheja Estate, Borivali (East), Mumbai – 400068
Date of Birth/Age :	28.04.1964
Date of Appointment :	1.04.2002
Name :	Mr. Tom Joseph
Designation :	Director
Address :	D/604, Nazarene Apartment, Kharodi, Marve Road, Malad (West), Mumbai – 400095
Date of Birth/Age :	23.11.2004

KEY EXECUTIVES

Name :

Mrs. Jhansi Lakshmi

Designation :

Company Secretary

Executive committee

Mr. William (Bill) Flynn	President and Chief Executive Officer (Santa Ana, California)
Mr. Wolfgang Hollerman	Chief Executive Officer - Asia Pasific, Hong Kong
Mr. Alex Leivici	Chief Executive Officer, America (Santa Ana, California)
Mr. Karl Nutzing	Chief Executive Officer, EMEA, London
Mr. Scott Brinks	SVP and CLO Denver, Colorado
Mr. Steve Davison	EVP Finance (Santa Ana California)
Mr. Ron Jackson	Vice President (Denver, Colorado)
Mr. Christopher Logan	SVP Marketing (Santa Ana, California)
Mr. Joseph Szmadz	CIO (Santa Ana, California)

MAJOR SHAREHOLDERS

Names of Shareholders	No. of Shares
Geologistics Private Limited, Singapore	392000
Geologistics Asia Pacific Limited	98000
Geologistics Private Limited	1500000
Geologistics Corporation – USA	8088000

BUSINESS DETAILS

Line of Business :	Subject is engaged in providing Business Services, Logistic Services, Freight Forwarders and Brokers Services.
Products :	v Air Freight – Inbound and Outstand v Sea Freight – Inbound and Outstand

GENERAL INFORMATION

No. of Employees :	2500
Bankers :	Citibank, Citigroup Center, Bandra Kurla Complex, G – Block, Bandra (East), Mumbai - 400051
Facilities :	Secured Loan Cash Credit – Rs. 58.461 Millions [Secured by hypothecation of the whole of movable assts etc.] Vehicle Loan – Rs. 1.736 Millions [Secured on the underlying vehide] Total – Rs. 60.198 Millions

Banking Relations :	Good
Auditors :	Price Waterhouse & Company Chartered Accountants
Address:	1101/1107, Raheja Chambers, Nariman Point, Mumbai – 400 021, Maharashtra
Tel. No.:	91-22-2824242
Associates/Subsidiaries :	v Geologistics NV, Belgium v Geologistics Company, Canada v Geologistics Limited, China v Geologistics NS, Denmark v Geologistics SA, France v Geologistics GmbH, Germany v Geologistics BV, Holland v PT Geologistics International, Indonesia v Geologistics Limited, Ireland v Geologistics Spa, Italy v Geologistics Limited, Jimited v Geologistics Sdn. Bhd., Malaysia v Geologistics BV, Philippines v Geologistics Inc., South Korea v Geologistics Limited, Spain v Geologistics SA, Sweden v AB Geologistics, Switzerland v Geologistics Limited, Taiwan v Geologistics Company Limited, Thailand v Geologistics Limited, United Kingdom v Geologistics Limited, Korea v Geologistics Limited, Qatar
Holding Company	v Geologistics Corporation Inc., USA v Geologistics Pte Limited, Singapore

CAPITAL STRUCTURE

Authorised Capital :

No. of Shares	Type	Value	Amount
5,00,000	Equity Shares	Rs.10/- each	Rs. 5.000 millions
15,00,000	10% Non-Convertible Non-Cumulative & Non Participating Redeemable Preference Shares	Rs. 10/- each	Rs. 15.000 millions
81,00,000	10% Convertible Non-Cumulative Non-Participating Redeemable Preference Shares	Rs. 10/- each	Rs. 81.000 million
	TOTAL		Rs. 101.000 millions

Issued, Subscribed & Paid-up Capital :

No. of Shares	Type	Value	Amount
4,90,000	Equity Shares	Rs.10/- each	Rs. 4.900 millions
15,00,000	10% Non-Convertible Non-Cumulative & Non Participating Redeemable Preference Shares	Rs. 10/- each	Rs. 15.000 millions
80,88,000	10% Convertible Non-Cumulative Non-Participating Redeemable Preference Shares	Rs. 10/- each	Rs. 80.880 millions
	TOTAL		Rs. 100.780 millions

FINANCIAL DATA

[all figures are in Rupees Millions]

ABRIDGED BALANCE SHEET

SOURCES OF FUNDS		31.03.2005	31.03.2004	31.03.2003
SHAREHOLDERS FUNDS
1] Share Capital		100.780	100.780	100.780
2] Share Application Money		0.000	0.000	0.000
3] Reserves & Surplus		90.558	46.729	21.394
4] (Accumulated Losses)		0.000	0.000	0.000
NETWORTH		191.338	147.509	122.174
LOAN FUNDS
1] Secured Loans		60.198	22.619	0.000
2] Unsecured Loans		0.000	0.000	0.000
TOTAL BORROWING		60.198	22.619	0.000
DEFERRED TAX LIABILITIES		0.000	0.000	0.000
TOTAL		251.536	170.128	122.174
APPLICATION OF FUNDS
FIXED ASSETS [Net Block]		39.022	35.129	23.052
Capital work-in-progress		0.386	1.459	0.776
INVESTMENT		0.000	0.000	0.000
DEFERREX TAX ASSETS		8.868	5.287	8.588
CURRENT ASSETS, LOANS & ADVANCES
	Inventories	0.000	0.000	0.000
	Sundry Debtors	573.939	438.647	387.723
	Cash & Bank Balances	51.939	47.438	40.251
	Other Current Assets	0.080	0.289	1.868
	Loans & Advances	62.122	47.805	52.988
Total Current Assets		688.080	534.179	482.830
Less : CURRENT LIABILITIES & PROVISIONS
	Current Liabilities	481.337	401.868	382.120
	Provisions	3.483	4.058	10.952
Total Current Liabilities		484.820	405.926	393.072
Net Current Assets		203.260	128.253	89.758
MISCELLANEOUS EXPENSES		0.000	0.000	0.000
TOTAL		251.536	170.128	122.174

PROFIT & LOSS ACCOUNT

PARTICULARS	31.03.2005	31.03.2004	31.03.2003
Sales Turnover [including other income]	2986.431	2164.874	1778.815
Profit/(Loss) Before Tax	72.748	43.438	34.871
Provision for Taxation	28.918	18.103	14.846
Profit/(Loss) After Tax	43.830	25.335	20.025
Export Value	538.375	395.683	1009.937
Total Expenditure	2913.682	2121.436	1743.944

KEY RATIOS

PARTICULARS		31.03.2005	31.03.2004	31.03.2003
PAT / Total Income	(%)	1.46	1.17	1.12
Net Profit Margin (PBT/Sales)	(%)	2.43	2.00	1.96
Return on Total Assets (PBT/Total Assets}	(%)	10.00	7.62	6.89
Return on Investment (ROI) (PBT/Networth)		0.38	0.29	0.28
Debt Equity Ratio (Total Liability/Networth)		2.84	2.90	3.21
Current Ratio (Current Asset/Current Liability)		1.41	1.31	1.22

LOCAL AGENCY FURTHER INFORMATION

HISTORY

Subject was incorporated on 13^th January, 1998 at Mumbai in Maharashtra under the name and style of Lep International (India) Private Limited having Company Registration Number 112960.

The name of the company was changed to the present w.e.f. 08.10.1998.

AT & T Managed Networking Solutions – Router Management Option (MNS-RMO) was selected to connect company’s 18 branch offices in 18 cities in India. It is also the foundation of company’s network expansion across the South Asian Region. Currently, 8 offices in India are interconnected, and work is underway to connect around 10 warehouses to the central hub in Mumbai.

The AT & T MNS-RMO is a wide area network management solution for complex configurations of customer premises equipment. It provides end to end management of days.

MILESTONES

2002

The company receives capital injection from investment group questor.

Existing strategic alliance partnerships in Latin America, Middle East, South Africa and Eastern Europe, are further expanded through agreements in Korea, Pakistan and Poland.

Further expansion of the IT infrastructure and software to support e commerce initiatives, carrier connectivity, virtual supply chains and vertical industry developments.

Company increases its’ focus toward supply chain management by expanding logistics capabilities. New Distribution Centres opened in UK, Ireland, The Netherlands, Italy, Singapore, Australia, Malaysia, Thailand, India and the Phillipines.

Corporate offices relocated to Santa Ana California. The company now has over 1000 service centres in more than 100 countries around the world.

1998-1999 investing for the future

In 1998, the company, one of the most historic names in logistics, was reborn as company and assumed a strategy of expansion. Relocating its headquarters to California, it has concentrated on consolidating its’ position as the world non-asset based freight forwarding specialist.

1990

After heavy investment in the future infrastructure, including the introduction of its’ first global track IT system Fast 400, the company coordinates opeations using the powerful GeoVista information network. A committed partner recruitment program during the 1990s saw the company’s global expansion reach maturity. The decade also witnessed the introduction of new global distribution hubs in key locations throughout Europe.

1940 – 1989 expanding the network

Developments in airfreight and road to rail logistics continued apace. Containerization revolutionized, Ocean freight operations and the market became one of company’s biggest sectors for growth during the late 70s and early 1980s.

After the second world war, during which the company receives Government recognition for its’ role in the salvaging of crashed aircraft, the company continued expanding. New offices spread across the remainder of Europe, into mainland USA, Australia, the Pacific Rim and China.

1919-1939 ongoing development

Network operations expand across the UK. The company was an early pioneer of commercial air travel, selling the very first air traffic ticket and establishing the world’s earliest airfreight office.

Over the following years, company steadily builds its’ airfreight business, winning a major contract with Imperial Airways in 1924, the forerunner to British Airways. For company is the 1920s lived upto their roaring reputation as the company expands into mainland Europe, adding Canada to its’ ever growing list of routes.

1849-1918 early days

Langstaff and Ehrenberg established a partnership in Le Havre. The first forwarding operations began from 8 uppers St. Martine len, London. Mr. Pollack joined in 1886 and the fledgling company begins trading under the company’s acronym. On the turn of the century, the company forged early links the nascent automotive and aviation industries

BUSINESS

Subject is engaged in providing Business Services, Logistic Services, Freight Forwarders and Brokers Services.

Subject is also engaged in to carry on the business of Freight Forwarding by Airfreight and Seafreight to and from India. This includes the forming and working agreements with overseas agents, the establishment and staffing of offices throughout India, employing sales staff to market the services of the company to other Indian company’s throughout India, liasing with shippping lines and airlines to negotiate rates and back space on behalf of customers, liasing with services providers such as tractors, consolidators, warehousing company, customs clearance agents, forwarding company and other related company’s for the provision of local services and providing such services in house, providing logistics consultancy services to Indian and Foreign companies including Indian Customers and Overseas Agents for the service, provided, consulting the custom due and faxing local suppliers and overseas agents for services rendered to the company.

The company provides following services :-

v Break Bulk Facilities

v Charters and Part Charters

v Next Flight out

v Oversize, out of Gauge Shipments

v Packing and Crating

v Restricted Materials

Operation

During the year under report, the total income of the company had increased to Rs. 2.986 billions from Rs. 2.164 billions, thereby registering an increase of 38%. The company has also registered an impressive growth on EBITDA. EBIDTA had increased to Rs. 85.7 million in the previous year as compared to Rs. 43.8 million in the preceding previous year. The company was able to achieve such an impressive performance mainly due to focus on Revenue and Cost rationalization during the previous year. The company expect the same kind of trend to continue for next year.

Fixed assets

v Leasehold improvements

v Office equipments

v Computer

v Furniture & fixtures

v Vehicles

Name of the company	GEOLOGISTICS PRIVATE LIMITED
Presented By	Mr. Tom Joesh
1) Date and description of instrument creating the change	Goods security agreement dated 2.09.2004 M/s. GEOLOGISTICS PRIVATE LIMITED
2) Amount secured by the charge/amount owing on the securities of charge	Rs. 53.000 millions
3) Short particular of the property charged. If the property acquired is subject to charge, date of the acquired of the property should be given	The whole of movable assets, including plant and machinery, both the present and future stocks and book debts and all other movable current and fixed assets to the company. Equitable mortgage deposit of situated at land and building. The company present and future book debts, outstanding monies, receivable, claims, bills to or movable assets forming part of current and movable fixed assets which are now due owing or payable or belonging to or pertaining to the company in the course of its business and Together with all benefits advantage and legal incidence thereof.
4) Gist of the terms and conditions and extent and operation of the charge.	In consideration of the lender having agreed to land advance to the company said credit facilities under agreement and declaration by the company Covenant by the company to repay the facility at above and pay interest and all other monies in the manner set out in the said agreement between the company and the lender and to comply with the terms and conditions of the said agreement The said current assets and fixed assets hypothecation to the lender by way to first exclusive charge crated in favor of the bank, liquidated damages, premier on prepayment or on redemption, costs charge and other expenses payable by the company to the lender in respect thereof. Margin – 49% The company to keep the said assets in marketable and good condition and also insured as provide therein Power of entry power to take charge and seize, recover, receive, appoint, and sell contact with all or any part of the said goods etc. as provide therein.
5) Name and Address and description of the person entitled to the charge.	Citibank, Citigroup Center, Bandra Kurla Complex, G – Block, Bandra (East), Mumbai - 400051
6) Date and brief description of instrument modifying the charge	Not Applicable
7) Particulars of modifications specifying the terms and conditions or the extent of operations of the charge in which modification is made and the details of the modification.	Not Applicable
Name of the company	GEOLOGISTICS PRIVATE LIMITED
Presented By	Citibank, Citigroup Center, Bandra Kurla Complex, G – Block, Bandra (East), Mumbai - 400051
1) Date and description of instrument creating the change	Agreement of Hypothecation of current assets dated 25.11.2003
2) Amount secured by the charge/amount owing on the securities of charge	Rs. 20.000 millions
3) Short particular of the property charged. If the property acquired is subject to charge, date of the acquired of the property should be given	Present and future book debts of less then 60 days. Trust receipt, decrees, money, receivable, Govt. Securities, claims, bills, contract
4) Gist of the terms and conditions and extent and operation of the charge.	Borrower shall maintain a security margin of 25%
5) Name and Address and description of the person entitled to the charge.	Citibank, Citigroup Center, Bandra Kurla Complex, G – Block, Bandra (East), Mumbai - 400051
6) Date and brief description of instrument modifying the charge	Not Applicable
7) Particulars of modifications specifying the terms and conditions or the extent of operations of the charge in which modification is made and the details of the modification.	Not Applicable
Name of the company	GEOLOGISTICS PRIVATE LIMITED
Presented By	Mr. Tom Joesh
1) Date and description of instrument creating the change	Goods security agreement dated 2.09.2004 M/s. GEOLOGISTICS PRIVATE LIMITED
2) Amount secured by the charge/amount owing on the securities of charge	Rs. 53.000 millions
3) Short particular of the property charged. If the property acquired is subject to charge, date of the acquired of the property should be given	The whole of movable assets, including plant and machinery, both the present and future stocks and book debts and all other movable current and fixed assets to the company. Equitable mortgage deposit of situated at land and building. The company present and future book debts, outstanding monies, receivable, claims, bills to or movable assets forming part of current and movable fixed assets which are now due owing or payable or belonging to or pertaining to the company in the course of its business and Together with all benefits advantage and legal incidence thereof.
4) Gist of the terms and conditions and extent and operation of the charge.	In consideration of the lender having agreed to land advance to the company said credit facilities under agreement and declaration by the company Covenant by the company to repay the facility at above and pay interest and all other monies in the manner set out in the said agreement between the company and the lender and to comply with the terms and conditions of the said agreement The said current assets and fixed assets hypothecation to the lender by way to first exclusive charge crated in favor of the bank, liquidated damages, premier on prepayment or on redemption, costs charge and other expenses payable by the company to the lender in respect thereof. Margin – 32% for stock and 49% for book debts The company to keep the said assets in marketable and good condition and also insured as provide therein Power of entry power to take charge and seize, recover, receive, appoint, and sell contact with all or any part of the said goods etc. as provide therein.
5) Name and Address and description of the person entitled to the charge.	Citibank, Citigroup Center, Bandra Kurla Complex, G – Block, Bandra (East), Mumbai - 400051
6) Date and brief description of instrument modifying the charge	Deed of modification dated 8.04.2005 for enhancement of credit facilities.
7) Particulars of modifications specifying the terms and conditions or the extent of operations of the charge in which modification is made and the details of the modification.	The original charge was created on 2.09.2004 for securing Rs. 53.000 millions by way to first exclusive charge on currant assets and movable assets both present and future. Deed of modification dated 8.4.2005 for Rs. 83.000 Millions which is an increase of Rs. 30.000 Millions against the said currant assets and movable assets. Hypothecation by way to first exclusive charge to the Leander both present and future.

As per website Details

GEOLOGISTICS is a leading international logistics integrator. Thanks to a world-wide, online network of 700 agents and sophisticated Internet tools, our clients can monitor their consignments 24 hours per day. A combination of extensive physical resources and information technology skills ensures door-to-door control of the events in the logistics chain.

FOR THE IMPORTER, the GeoIMP™ supply chain management service enables you to optimize the time, cost and method to procure parts and raw materials. There is an immediate positive effect on your bottom line.

AS AN EXPORTER, you have tough problems to solve if you want your products to move smoothly. On time. From Newcastle to New Orleans and from Sasolburg to Shanghai. Test-drive our GeoXP™ export express service FREE OF CHARGE!

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 records 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.45.48
UK Pound	1	Rs.85.55
Euro	1	Rs.57.58

SCORE & RATING EXPLANATIONS

SCORE FACTORS	RANGE	POINTS
HISTORY	1~10	7
PAID-UP CAPITAL	1~10	7
OPERATING SCALE	1~10	7
FINANCIAL CONDITION
--BUSINESS SCALE	1~10	7
--PROFITABILIRY	1~10	7
--LIQUIDITY	1~10	7
--LEVERAGE	1~10	7
--RESERVES	1~10	7
--CREDIT LINES	1~10	7
--MARGINS	-5~5	-
DEMERIT POINTS
--BANK CHARGES	YES/NO	YES
--LITIGATION	YES/NO	NO
--OTHER ADVERSE INFORMATION	YES/NO	NO
MERIT POINTS
--SOLE DISTRIBUTORSHIP	YES/NO	NO
--EXPORT ACTIVITIES	YES/NO	YES
--AFFILIATION	YES/NO	YES
--LISTED	YES/NO	NO
--OTHER MERIT FACTORS	YES/NO	YES
TOTAL		63

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		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	Unfavourable & favourable factors carry similar weight in credit consideration. Capability to overcome financial difficulties seems comparatively below average/normal.	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

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