MIRA INFORM REPORT

Report Date :

08.08.2007

IDENTIFICATION DETAILS

Name :	JEWELEX (INDIA) PRIVATE LIMITED
Registered Office :	G-29, G & J Complex III, Seepz, Andheri (East), Mumbai – 400096, Maharashtra
Country :	India
Financials (as on) :	31.03.2004
Date of Incorporation :	22.03.1993
Com. Reg. No.:	11-71263
CIN No.: [Company Identification No.]	U51398MH2004PTC071263
TAN No.: [Tax Deduction & Collection Account No.]	MUMJ11921A
PAN No.: [Permanent Account No.]	AABCJ4523H
Legal Form :	Private Limited Liability Company
Line of Business :	Manufacturers and Exporters of all kinds of diamond studded gold jewellery.

RATING & COMMENTS

MIRA’s Rating :

Aa

RATING		STATUS	PROPOSED CREDIT LINE
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

Maximum Credit Limit :	USD 3500000
Status :	Good
Payment Behaviour :	Regular
Litigation :	Clear
Comments :	Subject is a well-established company having fine track. Directors are reported as experienced, respectable and resourceful businessmen. It is a 100% export oriented unit. Financial position is good. Payments are correct and as per commitments. The company can be considered for normal business dealings at usual trade terms and conditions.

LOCATIONS

Registered Office :	G-29, G & J Complex III, Seepz, Andheri (East), Mumbai – 400096, Maharashtra, India
Tel. No.:	91-22-56938500 / 8501 / 8502
Fax No.:	91-22-28290460
E-Mail :	jewelex@bom2.vsnl.net.in
Corporate Office :	Plot No. 56-B, First Floor, Seepz, Andheri [East], Mumbai – 400096, Maharashtra, India
Tel. No.:	91-22-56938505
Fax No.:	91-22-56938506
E-Mail :	jewelex@bom2.vsnl.net.in

DIRECTORS

Name :	Mr. Piyush S. Kothari
Designation :	Director
Address :	705, Mangal Kunj – B, 2 Mount Pleasant Road, Mumbai – 400006, Maharashtra
Date of Birth/Age :	10/01/1943
Date of Appointment :	22/03/1993
Name :	Mr. Nilesh P. Kothari
Designation :	Director
Address :	10, Ayarvarta, 20, N. D. Road, Mumbai – 400006, Maharashtra
Date of Birth/Age :	11/02/1961
Date of Appointment :	22/03/1993
Name :	Mr. Ashish S. Kothari
Designation :	Director
Address :	705, Mangal Kunj – B, 2 Mount Pleasant Road, Mumbai – 400006, Maharashtra
Date of Birth/Age :	21/05/1973
Date of Appointment :	22/03/1993
Name :	Mr. Ketan R. Shah
Designation :	Director
Address :	146/8, Jawahar Nagar, Road No. 9, 1^st Floor, Goregaon (West), Mumbai – 400062, Maharashtra
Date of Birth/Age :	24.02.1972
Date of Appointment :	01/04/2003
Name :	Mrs. Afshan Adlakha
Designation :	Director
Address :	A / 702, Jalvayu Vihar, Powai, Andheri [East], Mumbai – 400076, Maharashtra, India
Date of Birth/Age :	02.04.1976
Date of Appointment :	01.07.2004

MAJOR SHAREHOLDERS / SHAREHOLDING PATTERN

Names of Shareholders	No. of Shares
Jewelex India Private Limited	199998
Mr. Nilesh P. Kothari	1
Mr. Anish P. Kothari	1

BUSINESS DETAILS

Line of Business :	Manufacturers and Exporters of all kinds of diamond studded gold jewellery.
Products :	v Gold Rings v Earrings v Pendants v Diamond Studded Gold and Platinum Jewellery

PRODUCTION STATUS

Particulars	Unit	Actual Production
Rings	Nos.	111044
Pendants	Nos.	51777
Earrings	Pairs	112732
Belts / Necklace / Bangles	Nos.	5431

GENERAL INFORMATION

No. of Employees :	About 2000
Bankers :	Corporation Bank Overseas Branch, Earnest House, Nariman Point, Mumbai – 400021, Maharashtra
Facilities :	-

Banking Relations :	Good
Auditors :
Name :	M. M. Nissim and Company Chartered Accountants,
Address :	Barodawala Mansion, B – Wing, 3^rd Floor, 81, Dr. Annie Besant Road, Worli, Mumbai – 400018, Maharashtra, India
Tel. No.:	91-22-24949991
Mobile No.:	91-22-24949995
Associates/Subsidiaries :	© Jewelex International Private Limited © Usha Industries © P. D. Kothari & Company © Jewelex Creations Private Limited © Spark Diamond Private Limited

CAPITAL STRUCTURE

Authorised Capital :

No. of Shares	Type	Value	Amount
250000	Equity Shares	Rs. 100.00 each	Rs. 25.000 millions

Issued, Subscribed & Paid-up Capital :

No. of Shares	Type	Value	Amount
200000	Equity Shares	Rs. 100.00 each	Rs. 20.000 millions

FINANCIAL DATA

[all figures are in Rupees Millions]

ABRIDGED BALANCE SHEET

SOURCES OF FUNDS		31.03.2004	31.03.2003	31.03.2002
SHAREHOLDERS FUNDS
1] Share Capital		20.000	20.000	20.000
2] Share Application Money		0.000	0.000	0.000
3] Reserves & Surplus		889.860	635.197	409.969
4] (Accumulated Losses)		0.000	0.000	0.000
NETWORTH		909.860	655.197	429.969
LOAN FUNDS
1] Secured Loans		0.000	82.483	38.658
2] Unsecured Loans		124.047	140.000	140.000
TOTAL BORROWING		124.047	222.483	178.658
DEFERRED TAX LIABILITIES		5.453	4.429	0.000
TOTAL		1039.360	882.109	608.627
APPLICATION OF FUNDS
FIXED ASSETS [Net Block]		112.994	111.466	118.408
Capital work-in-progress		1.038	0.000	0.000
INVESTMENT		3.775	3.163	3.163
DEFERREX TAX ASSETS		0.000	0.000	0.000
CURRENT ASSETS, LOANS & ADVANCES
	Inventories	478.937	424.862	291.751
	Sundry Debtors	368.734	394.028	261.523
	Cash & Bank Balances	26.572	8.572	20.680
	Other Current Assets	0.000	0.000	0.000
	Loans & Advances	189.546	13.640	3.486
Total Current Assets		1063.789	841.102	577.440
Less : CURRENT LIABILITIES & PROVISIONS
	Current Liabilities	138.402	62.144	90.384
	Provisions	3.834	11.478
Total Current Liabilities		142.236	73.622	90.384
Net Current Assets		921.553	767.480	487.056
MISCELLANEOUS EXPENSES		0.000	0.000	0.000
TOTAL		1039.360	882.109	608.627

PROFIT & LOSS ACCOUNT

PARTICULARS		31.03.2004	31.03.2003	31.03.2002
Sales Turnover		1953.770	1661.684	1286.850
Other Income		(12.905)	80.692	0.000
Total Income		1940.865	1742.376	1286.850
Profit/(Loss) Before Tax		257.734	239.785	171.641
Provision for Taxation		514.206	470.499	0.000
Profit/(Loss) After Tax		256.472	230.714	171.641
Earnings in Foreign Currency :
	Jewellery	1949.027	1657.828
	Raw Materials	3.293	2.522	1205.500
	Remarking Charges	54.903	42.042
Total Earnings		2007.223	1702.392	1205.500
Imports :
	Raw Materials	1517.295	1307.459
	Stores & Spares	15.276	11.401	976.966
	Capital Goods	11.597	4.333
Total Imports		1544.168	1323.193	976.966
Expenditures :
	Materials Consumed	1557.831	1388.524
	Manufacturing and Other Expenses	102.763	89.468	1115.209
	Interest and other finance Charges	6.235	7.314
	Depreciation	16.302	17.284
Total Expenditure		1683.131	1502.590	1115.209

KEY RATIOS

PARTICULARS		31.03.2004	31.03.2003	31.03.2002
PAT / Total Income	(%)	13.21	13.24	13.33
Net Profit Margin (PBT/Sales)	(%)	13.19	14.43	13.33
Return on Total Assets (PBT/Total Assets}	(%)	21.90	25.17	24.66
Return on Investment (ROI) (PBT/Networth)		0.28	0.36	0.39
Debt Equity Ratio (Total Liability/Networth)		0.29	0.45	0.62
Current Ratio (Current Asset/Current Liability)		7.47	11.42	6.38

LOCAL AGENCY FURTHER INFORMATION

Subject was incorporated on 22^nd March, 1993 under the name and style ‘Jewelex Bombay Private Limited’. The name was changed to the present w.e.f. 15.09.2004.

Operations

During the year under review, the company has surpassed its previous performance recording its best ever results. New highs were achieved in terms of Turnover and Profitability.

The Total Income was Rs. 1937.793 millions as compared to Rs. 1660.554 millions for the previous year. The profitability at Rs. 256.472 millions as compared to Rs. 230.714 millions for the previous year was also a new record.

Fixed Assets

v Building [Leasehold]

v Plant and Machinery

v Electrical Fittings

v Furniture & Fixtures

v Office Equipments

v Computers

v Vehicles.

Form 8

Name of the company

JEWELEX INDIA LIMITED

Presented By

Corporation Bank & Jewelex India Limited

1) Date and description of instrument creating the change

Dated : 7^th March, 2001

a. Working Capital Consortium Agreement ;

b. Joint Deed of Hypothecation; and Inter se Agreement

[Collectively a single charge for Rs. 305 millions]

2) Amount secured by the charge/amount owing on the securities of charge

a. Corporation Bank : Rs. 230.000 millions

b. Bank of India : Rs. 75.000 millions

Total : Rs. 305.000 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 the current assets of the borrower, namely, stocks of raw materials, stock in process, semi finished and finished goods, stores and spares not relating to plant and machinery [consumable stores and spares], bills receivable and book debts and all other movables, the whole of the non current assets, movables, fixed assets [except vehicles and lease hold factory premises of Unit I such as plant and machinery, furniture and fixtures, office equipments, computers etc. both present and future whether now lying loose or in cases or which are now lying or stored in or above or shall hereinafter from time to time during the continuance of the security of these presents be brought into or upon or be stored or be in or about of the borrowers factories, premises and godowns situated at Unit No. I at G – 29, Seepz, G & J Complex III, Andheri [East], Mumbai – 400096 and Unit No. II at Plot 56 B, G & J Complex III, Seepz, Andheri [East], Mumbai – 400096 in the State of Maharashtra or wherever else the same may be or be held by any party to the order or disposition of the borrower in the course of transit or on high seas or disposition of the borrower in the course of transit or on high seas or on order or delivery, howsoever and wheresoever in the possession of the borrower and either by way of substitution of addition

4) Gist of the terms and conditions and extent and operation of the charge.

Interest / commission to be charged at such rates as may be determined by the banks from time to time and the present rates of interest / commission are detailed hereunder :

Particulars of Interest and Commission :

	Rates
Export Packing Credit Interest	As per RBI Directives / sanction Terms of Banks from time to time
Bills Purchased / Discounting Limit Post Shipment Credit Interest	As per RBI Directives / sanction Terms of Banks from time to time
Inland / Import Letter of Credit cum Bank Guarantee	As per FEDAI Rules / Sanction terms of Banks from time to time

Interest / Commission rates as mentioned above are subject to revision from time to time

ii. The borrower agrees that the said facilities together with interest, compound interest, additional interest, liquidated damages, costs, charges, expenses and other moneys payable in respect thereof will be secured in favour of the said Banks by a First Charge

iii. The borrower shall maintain such security margin as may be stipulated by the said banks.

iv. The security shall be a continuing security for the balance from time to time due to the said Banks and each of them under the said accounts

V. All moneys resulting from the enforcement or realization of the said securities by or on behalf of the said banks and the amounts realized from any policy or policies of insurance in respect of the said securities or by recourse to any special legislation for recovery of dues as may be applicable or otherwise howsoever shall be available for distribution amongst the said banks inter-se, in the same proportion to their respective outstandings in the said facilities, without any preferences or priority of one over the other or others for all purposes and to all intents.

5) Name and Address and description of the person entitled to the charge.

v Corporation Bank

Overseas Branch, Nariman Point, Mumbai –

21

v Bank of India

Seepz Branch, Behind Seepz Service Centre Building, Marol Industrial Area, Andheri [East], Mumbai – 400006

6) Date and brief description of instrument modifying the charge

Dated : 14.01.2003

No instrument, but a joint mortgage was created by redeposit of title deeds with Corporation Bank and Corporation Bank acting for itself as well as agent of Bank of India, in respect of immovable properties of the company as security

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.

a. Past Modification :

The original charge created on 07.03.2001 for Rs. 305.000 millions was modified on 12.07.2001 against the security of equitable mortgage of company’s immovable properties.

(Last modification registered on 21.08.2001 under Doc. No. 51)

b. Present Modification :

At the request of the Borrower, the Corporation Bank Consortium has granted / agreed to grant the additional facilities and / or increase/modify the various limits as indicated hereunder:

Particulars	Corporation Bank	Bank of India	Total
	(Rs. in Millions)
Export Packing Credit	90.000	30.000	120.000
Post Shipment Credit	116.000	39.000	155.000
Inland / Import Letter of Credit cum Bank Guarantee	50.000	15.000	65.000
Total	256.000	84.000	340.000

Corporation identity number or foreign company registrations number of the company	U51398MH2004PTC071263
Name of the company	JEWELEX [INDIA] PRIVATE LIMITED
Address	124-C, Mittal Court, Nariman Point, Mumbai – 400021, Maharashtra, India
This Form is for	Creation of charge
Type of Charges	Hypothecation
Particular of the charge holder	Corporation Bank Overseas Branch, Earnest House, Nariman Point, Mumbai – 400021, Maharashtra
Nature or description of the instrument creating charge	Unattested Deed of Hypothecation of movables
Date of the instrument creating charge	31.05.2006
Amount Secure by the charge	Rs. 87.500 millions
Brief of the principal terms and conditions and extent and operation of the charge	Interest rate 8.50% p.a. being 2% p.a. below the Bank COBAR PRIME LENDING RATE [PLR], which is 10.50% as at the present rising or failing with the banks prime lending rate or at such lending rate that the bank may determined to charge time to time
Description of the property charge whether it is a charge on	Others : Equipment
Particulars of the Property charged	Two wind mills and all other related equipment and systems and accessories having total Project Cost Rs. 125 millions

Corporate identity number (CIN) Foreign company registration number	U51398MH2004PTC071263
Name of the Company	JEWELEX [INDIA] PRIVATE LIMITED
Address	124-C, Mittal Court, Nariman Point, Mumbai – 400021, Maharashtra, India
This form is for	Creation of charge
Type of Charge	A charge on: Immovable Property
Particulars of the charge holder	Corporation Bank Overseas Branch, Earnest House, First Floor, N C P A Marg, Nariman Point, Mumbai – 400 021, Maharashtra, India E-Mail: yardiprabhu@vsnl.net
Nature or description of the instrument(s) creating or modifying the charge	Continuity Letter
Date of the instrument creating or modifying the charge	26.03.2007
Amount secured by the charge	Rs. 1552.600 millions
Brief particulars of the principal terms and conditions and extent and operation of the charge	(a) Rate of Interest 12.50% Per annum (COBAR) at present subject to revision from time to time. (b) Terms of repayment As per sanctioned by the Bank to the Company (c) Margin As per sanctioned by the Bank to the Company (d) Extent and operation of the charge As per continuity Letter
Short particulars of the property charged (including location of the property)	Pari Passu first charge by way of EMG on office and Factory premises of Value 113.500 millions (Share available to us Rs. 39.700 millions ) (1) Office Premises 123, 124 and 125 “C” Mittal Court Nariman Point, Mumbai – 400 021 (2) Factory Premises No. 13, Prabhadevi Industrial Estate, Prabhadevi, Mumbai (3) Office Premises No. 5, Aman Chambers Premises Society Limited, Opera House, Mumbai (4) Off Premises No. 2, Aman chambers Premises Society Limited, Opera House, Mumbai (5) Unit No. 2, Plot No. 56-B, at Seepz, Andheri (East), Mumbai

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 records 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. 41.09
UK Pound	1	Rs. 81.46
Euro	1	Rs. 55.16

SCORE & RATING EXPLANATIONS

SCORE FACTORS	RANGE	POINTS
HISTORY	1~10	9
PAID-UP CAPITAL	1~10	9
OPERATING SCALE	1~10	9
FINANCIAL CONDITION
--BUSINESS SCALE	1~10	9
--PROFITABILIRY	1~10	9
--LIQUIDITY	1~10	9
--LEVERAGE	1~10	9
--RESERVES	1~10	9
--CREDIT LINES	1~10	9
--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		81

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	Unfavourable & favourable factors carry similar weight in credit consideration. 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
NR		In view of the lack of information, we have no basis upon which to recommend credit dealings	No Rating

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