MIRA INFORM REPORT

Report Date :

22^nd January, 2007

IDENTIFICATION DETAILS

Name :	GIRNAR FOOD AND BEVERAGES (PRIVATE) LIMITED
Registered Office :	Girnar Complex, Kureshi Nagar, Kurla (East), Mumbai – 400070, Maharashtra, India
Country :	India
Financials (as on) :	31.03.2004
Date of Incorporation :	29.09.2004
Com. Reg. No.:	11-45118
CIN No.: [Company Identification No.]	U15100MH2004PTC045118
TAN No.: [Tax Deduction & Collection Account No.]	MUMG08002B
Legal Form :	Private Limited Liability Company.
Line of Business :	To carry on the business of producing, growing, procuring, rearing, planting, cultivating, processing, preserving, manufacturing, dehydrating, selling, buying, exchanging, supplying, distributing, importing, exporting, auctioning, preparing for market, canning, blending, milling, transporting, storing, packing of or to act as commission agents of the produces and products of soil and sea, including crops, plantations, spices and products such as grains, coffee, tea, minerals, clove etc. Subject is engaged as wholesalers of Tea, S M P and Coffee.

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 200000
Status :	Good
Payment Behaviour :	Regular
Litigation :	Clear
Comments :	Subject is a well established and reputed company having satisfactory track records. Girnar brand is a preferred brand in tea. Directors are reported as experienced, respectable and resourceful businessmen. Their trade relations are fair. Financial position of the company is very satisfactory. The company is doing well. It can be considered good for normal business dealings at usual trade terms.

LOCATIONS

Registered Office :	Girnar Complex, Kureshi Nagar, Kurla (East), Mumbai – 400070, Maharashtra, India
Tel. No.:	91-22-24056400/1/2/3/4/25227952/25223754
Fax No.:	91-22-24056511/12/13
E-Mail :	info@girnar.com
Website :	http://www.girnar.com
Administrative Office :	Girnar Complex, Kureshi Nagar, Kurla (East), Mumbai – 400070, Maharashtra, India
Tel. No.:	91-22-24056400/1/2/3/4/25227952/25223754
Fax No.:	91-22-24056511/12/13
E-Mail :	info@girnar.com

DIRECTORS

Name	Mr. Harendra S. Shah
Designation	Director
Date of Birth	27.08.1943
Date of Appointment	27.10.1987
Address	354/355, Shanti Krupa, Central Avenue Road, Chembur, Mumbai – 400070, Maharashtra, India
Name	Mr. Viduit N. Shah
Designation	Director
Date of Birth	09.09.1963
Date of Appointment	27.10.1987
Address	354/355, Shanti Krupa, Central Avenue Road, Chembur, Mumbai – 400070, Maharashtra, India
Name	Mr. Milind J. Shah
Designation	Director
Date of Birth	31.05.1963
Date of Appointment	12.01.1992
Address	354/355, Shanti Krupa, Central Avenue Road, Chembur, Mumbai – 400070, Maharashtra, India
Name	Mr. Pravin K. Bhansali
Designation	Director
Date of Birth	05.11.1934
Date of Appointment	27.10.1987
Address	101, Miami Apartments, 70-A, Bhulabhai Desai Road, Mumbai – 400026, Maharashtra, India
Name	Mr. Sachin P. Bhansali
Designation	Director
Date of Birth	20.01.1969
Date of Appointment	27.10.1987
Address	101, Miami Apartments, 70-A, Bhulabhai Desai Road, Mumbai – 400026, Maharashtra, India
Name	Mr. Hemant J. Shah
Designation	Director
Date of Birth	03.01.1961
Date of Appointment	01.08.2000
Address	354/355, Shanti Krupa, Central Avenue Road, Chembur, Mumbai – 400070, Maharashtra, India
Name	Mr. Utpal N. Shah
Designation	Director
Date of Birth	17.04.1972
Date of Appointment	01.08.2000
Address	354/355, Shanti Krupa, Central Avenue Road, Chembur, Mumbai – 400070, Maharashtra, India
Name	Ms. Ruchi N. Shah
Designation	Director
Date of Birth	31.12.1980
Date of Appointment	01.08.2000
Address	354/355, Shanti Krupa, Central Avenue Road, Chembur, Mumbai – 400070, Maharashtra, India

MAJOR SHAREHOLDERS

List of Equity Shareholder as on date 29.09.2005

Names of Shareholders	No. of Shares
Mr. Pravin K. Bhansali	500
Mrs. Sarmista P. Bhansali	5575
Mr. Sachin P. Bhansali	6060
Mr. Harendra S. Shah	1514
Mrs. Manjula H. Shah	2534
Mr. Milind J. Shah	1824
Mr. Viduit N. Shah	1769
Mr. Utpal N. Shah	1979
Mrs. Charulata H. Shah	1315
Mr. Hemant J. Shah	609
Mr. Jagdish S. Shah	100
Girnar Commodities Private Limited	1
E.C. Engineers Private Limited	2
Chalukya Investments Private Limited	1
Mrs. Nirmala J Shah	100
Mrs. Rekha M Shah	100
Mrs. Sudha N Shah	200
Mrs. Dipti V Shah	100
Girnar Exports	1
Girnar Tea	1
H. Jitendrakumar and Company	1
Hilltop marketing and Distribution Private Limited	1
Redcup Food Private Limited	1
Shash Shantilal and Company	1
Shantilal and Bhansali Private Limited	1
Sachin P Bhansali (HUF)	10

List of Preference Shareholder as on date 29.09.2005

Names of Shareholders	No. of Shares
Mr. Pravin K. Bhansali	10000
Pravin K. Bhansali (HUF)	10000
Mrs. Sarmista P. Bhansali	25000
Mr. Sachin P. Bhansali	19600
Mr. Harendra S. Shah	9950
Mrs. Manjula H. Shah	11700
Mr. Milind J. Shah	10750
Viduit N. Shah (HUF)	10750
Utpal N. Shah (HUF)	10750
Mrs. Charulata H. Shah	10700
E.C. Engineers Private Limited	70800

BUSINESS DETAILS

Line of Business :

To carry on the business of producing, growing, procuring, rearing, planting, cultivating, processing, preserving, manufacturing, dehydrating, selling, buying, exchanging, supplying, distributing, importing, exporting, auctioning, preparing for market, canning, blending, milling, transporting, storing, packing of or to act as commission agents of the produces and products of soil and sea, including crops, plantations, spices and products such as grains, coffee, tea, minerals, clove etc. Subject is engaged as wholesalers of Tea, S M P and Coffee.

Products with ITC Code :

v Tea – 67 v S M P v Coffee v Tea Masala

GENERAL INFORMATION

No. of Employees :

Around 260

Bankers :

v Canara Bank

Abdul Rehman Street Branch, Himalaya House,

Mumbai – 400 003, Maharashtra

v Vijaya Bank, Mulund, Kolkata

v Bank of Baroda

v HDFC Bank

v Canara Bank, Delhi, Guhati, Coimbatore

v ICICI Bank

Facilities :

Secured Loan

(Rs. in millions)

	31.03.2004
Canara Bank (OCC)	37.678
Total	37.678

Unsecured Loan

(Rs. in millions)

	31.03.2004
From Directors and Shareholders
n Long Term n Short Term	10.000 34.917
Total	44.917

The Company enjoys Mortgage facility of Rs. 192.500 millions from Canara Bank dated 15.05.2006

Banking Relations :	Satisfactory
Auditors :	K. B. Shah and Company Chartered Accountants 2/3, Ravi Udaya, 1^st Floor, 67/A, M. G. Road, Ghatkopar, Mumbai – 400 077, Maharashtra, India
Tel. No.:	91-22-25115307

CAPITAL STRUCTURE

Authorised Capital :

No. of Shares	Type	Value	Amount
25,000	Equity Shares	Rs. 100/-	Rs.2.500 millions
200,000	Preference Shares	Rs. 100/-	Rs. 20.000 millions
	Total		Rs. 22.500 millions

Issued, Subscribed & Paid-up Capital :

No. of Shares	Type	Value	Amount
24,300	Equity Shares	Rs. 100/-	Rs. 2.430 millions
200,000	Preference Shares	Rs. 100/-	Rs. 20.000 millions
	Total		Rs. 22.430 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	22.430	22.430	22.430
2] Reserves & Surplus	28.963	13.085	12.262
NETWORTH	51.393	35.515	34.692
LOAN FUNDS
1] Secured Loans	37.678	13.793	54.151
2] Unsecured Loans	44.917	67.415	20.000
TOTAL BORROWING	82.595	81.208	74.151
TOTAL	133.988	116.723	108.843
APPLICATION OF FUNDS
FIXED ASSETS [Net Block]	48.795	51.058	48.839
Capital work-in-progress	0.000	0.000	0.000
CURRENT ASSETS, LOANS & ADVANCES
Inventories	79.480	48.103	52.191
Deposits	0.796	0.789	0.273
Sundry Debtors	16.367	19.710	25.504
Cash & Bank Balances	0.097	6.558	1.391
Loans & Advances	9.712	9.566	7.436
Total Current Assets	106.452	84.726	86.795
Less: CURRENT LIABILITIES & PROVISIONS	21.259	19.061	26.791
Total Current Liabilities	21.259	19.061	26.791
Net Current Assets	85.193	65.665	60.004
TOTAL	133.988	116.723	108.843

PROFIT & LOSS ACCOUNT

PARTICULARS	31.03.2004	31.03.2003	31.03.2002
Sales Turnover [including other income]	447.660	462.703	473.186
Profit/(Loss) Before Tax	11.517	9.946	13.621
Provision for Taxation	4.000	3.635	5.200
Profit/(Loss) After Tax	7.517	6.311	8.421
Total Expenditure	93.086	98.125	459.579

KEY RATIOS

PARTICULARS		31.03.2004	31.03.2003	31.03.2002
PAT / Total Income	(%)	1.68	1.36	1.78
Net Profit Margin (PBT/Sales)	(%)	2.57	2.15	2.87
Return on Total Assets (PBT/Total Assets}	(%)	7.42	7.32	10.04
Return on Investment (ROI) (PBT/Networth)		0.22	0.28	0.39
Debt Equity Ratio (Total Liability/Networth)		3.02	3.82	3.91
Current Ratio (Current Asset/Current Liability)		5.00	4.44	3.24

LOCAL AGENCY FURTHER INFORMATION

During the year steps taken by the management to control cost had started yielding results and as a result of which in spite of slight decrease in sales, the Profit Before Tax had increased to Rs. 11.516 millions.

Move ahead is not going to be easy due to continuous stiff competition and slow economic recovery. Directors are committed to give better results by innovative product mix to suit prevailing market conditions and through cost control and improved productivity.

Subject’s fixed assets of important value includes Umbergaon Plot, Plant and Machinery, Computers, Office Equipments, Motor Car and Furniture and Fixtures.

As Per Web:

Profile

From a modest beginning in 1978, the Girnar Group has become a force to reckon with in the Indian tea and agro commodity industry. It has also made an indelible mark in the international tea market, the mere mention being synonymous with Quality and Trust. While it has registered tremendous growth, the group has earned itself a select band of loyal customers.

All over the world, Girnar is a respected name, known for its high standards of quality and reliability. Its customers are the driving force; they give the group its perspectives, values as one of India’s foremost agro-commodity houses.

After restructuring its business in April 2005, the group has consolidated most of its activities in Girnar Food & Beverages Pvt Ltd. (Girnar). This company now has two divisions namely, International, that looks after the group’s export business and the Domestic division that caters to the distribution of a range of Girnar products in India. Girnar is nurtured on the commerce of international trade, scientific sourcing techniques and learning how to artfully satisfy hard-to-please customers.

Girnar is managed by a team of professionals with years of in-depth knowledge of tea and agro-commodities. Careful selection of every consignment, skillful blending under hygienic conditions and world class packing are the hallmarks of Girnar products, whether for export or Indian markets.

Girnar 's Domestic division, through its innovative marketing skills and well-integrated distribution network in far-flung places has provided the company a cutting edge in a fiercely competitive environment.

The privilege tea shops under the name and style of Girnar Tea are the mainstay of Girnar ’s domestic retail business. Girnar Tea takes tea directly to the consumer through its network of strategically located outlets. Stocked with the best and most fresh teas, it has an active presence in Maharashtra at present. However, plans to expand to the rest of India are underway. Tea leaves, hand-picked from Assam, the Nilgiris and Darjeeling, are carefully processed and superbly blended to offer customers full value for money. The chain of privilege tea shops also sell grounded coffee and milk powder of the highest standard.

Girnar has forayed into the business of the distribution of top quality food products. Its product range is comprised of Packed Black tea, Green and Flavoured tea bags, Tea and Coffee Premixes, Instant Coffee and Tea Masalas.

Communication systems may have transformed the world into a global village. But some old-fashioned trade methods are still being pursued with traditional zeal. Leveraging on Girnar’s reputation and credibility, and based on its vast experience in international markets, products are bought in third countries and sold to clients all over the world.

After all, it’s the capability and experience that distinguishes the company from the rest. Satisfied customers from 42 countries around the world have given the Girnar Group a unanimous vote.

Bankers Charges Report as per Registry

Name of the Company : Girnar Food and Beverages Private Limited

Presented by : -- Canara Bank

1. Date and description of the instrument creating or evidencing the charge	Common hypothecation agreement dated 23.02.2000
2. Amount secured by the charge /amount owing on security of the charge	Rs. 44.000 millions
3. Short Particular of the property charged. If the property acquired is subject to change date of acquisition of property should be given	Hypothecation of whole stock of goods viz. tea, coffee, skimmed milk power in the form of raw material, goods in process finished and manufactured goods and other items of stock in trade and stores, spares, components, machinery, vehicles and fixtures valued on 22.11.1999 at Rs. 16.702 millions and all movable goods and properties of every description of the borrower where situated whether at the borrower factories, place of business, residence godown at Kurla, ashi etc, or in transit or in the custody of processors, warehouse agents or other or anywhere else the same may be and all of the borrowers present and future book debts, outstanding monies, bill receivables, claims, bill contracts, securities, investments, cash gold, silver jewellery, rights and assets etc.
4. Gist of the terms and conditions and extent and operation of the charge.	Interest @ 3.57% p.a. above the ongoing PLR with a minimum of 16.32% Repayment on demand Margin – 25%
5. Names, address and description of the persons entitled to charge	Canara Bank A R Street, Mumbai, Maharashtra, India
6. Date and brief description of instrument modifying the charge	Modified on 05.01.2001, 12.07.2001 and lastly modified on 18.01.2002 and registered on 13.02.2002 and now executed supplemental common hypothecation agreement dated 19.08.2004
7. Particular of modification specifying the terms and conditions or the extent or operation of the charge in which modification is made and the details of modification	Extent of operation of charge over assets of the company stored/ installed at the company premises or at any other place including those in transit stands enhanced from Rs. 58.000 millions to Rs. 76.000 millions for cash credit limit (with sub limit of ODBD of Rs. 15.000 millions by way of enhancement from Rs. 12.000 millions and sub limit of Rs. 10.000 millions for packing material). Other terms and conditions remaining unchanged.

Name of the Company : Girnar Food and Beverages Private Limited

Presented by : -- Canara Bank

1. Date and description of the instrument creating or evidencing the charge	Common hypothecation agreement dated 23.02.2000
2. Amount secured by the charge /amount owing on security of the charge	Rs. 44.000 millions
3. Short Particular of the property charged. If the property acquired is subject to change date of acquisition of property should be given	Hypothecation of whole stock of goods viz. tea, coffee, skimmed milk power in the form of raw material, goods in process finished and manufactured goods and other items of stock in trade and stores, spares, components, machinery, vehicles and fixtures valued on 22.11.1999 at Rs. 16.702 millions and all movable goods and properties of every description of the borrower where situated whether at the borrower factories, place of business, residence godown at Kurla, ashi etc, or in transit or in the custody of processors, warehouse agents or other or anywhere else the same may be and all of the borrowers present and future book debts, outstanding monies, bill receivables, claims, bill contracts, securities, investments, cash gold, silver jewellery, rights and assets etc.
4. Gist of the terms and conditions and extent and operation of the charge.	Interest @ 3.57% p.a. above the ongoing PLR with a minimum of 16.32% Repayment on demand Margin – 25%
5. Names, address and description of the persons entitled to charge	Canara Bank A R Street, Mumbai, Maharashtra, India
6. Date and brief description of instrument modifying the charge	Supplemental common hypothecation agreement dated 18.08.2005
7. Particular of modification specifying the terms and conditions or the extent or operation of the charge in which modification is made and the details of modification	Modified on 05.01.2001, 12.07.2001 and lastly modified on 18.01.2002 and registered on 13.02.2002, modified on 19.08.2004 and registered on 15.09.2004 for Rs. 76.000 millions and now executed. Extent of operation of charge over assets of the company stored/ installed at the company premises or at any other place including those in transit stands enhanced from Rs. 58.000 millions to Rs. 76.000 millions for cash credit limit (with sub limit of ODBD of Rs. 15.000 millions by way of enhancement from Rs. 12.000 millions and sub limit of Rs. 10.000 millions for packing material). Other terms and conditions remaining unchanged.

Contact

Mumbai

Girnar Complex, Kureshi Nagar, Kurla (East), Mumbai – 400 070, Maharashtra, India

Tel. No.: 91-22-24056400/1/2/3/4

Fax No.: 91-22-24056511/2

Kolkatta

6, Waterloo Street, 3rd Floor, Room No: 306A, Kolkatta - 700 069, West Bengal, India
Tel. No. : 91-33 - 22421057 / 58
Fax No. : 91-33 – 22109548

Coimbatore

657, Tristar Tower, 2nd Floor, West Wing, Avinashi Road, Coimbatore – 641029, Tamilnadu, India
Tel. No. : 91-422- 212891/2212893
Fax No. : 91-422 – 212690

Coonoor

Shreeji Chambers, Mount Road – Nilgiris, Coonoor – 643101, Tamilnadu, India

Tel. No. : 91-423- 230594
Fax No. : 91-423 – 230690

Kochi

39 (A), Csez, Kakkanad, Kochi 682 037, Kerala, India
Tel. No. : 91-484-2413273
Fax No.: 91-484-2413274

Guwahati

Bhanjanka Bhavan, 5th Floor, G.S.Road, Dispur, Guwahati – 784 005, Assam, India

Siliguri

Tiwari House, Station Feeder Road, Siliguri - 734 405, West Bengal, India

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] 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.44.21
UK Pound	1	Rs.87.48
Euro	1	Rs.57.23

SCORE & RATING EXPLANATIONS

SCORE FACTORS	RANGE	POINTS
HISTORY	1~10	6
PAID-UP CAPITAL	1~10	6
OPERATING SCALE	1~10	6
FINANCIAL CONDITION
--BUSINESS SCALE	1~10	6
--PROFITABILIRY	1~10	6
--LIQUIDITY	1~10	7
--LEVERAGE	1~10	6
--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	NO
--LISTED	YES/NO	NO
--OTHER MERIT FACTORS	YES/NO	YES
TOTAL		57

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/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
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