MIRA INFORM REPORT

Report Date :

12.12.2008

IDENTIFICATION DETAILS

Name :	JEWEL CONSUMER CARE PRIVATE LIMITED
Formerly Known As :	AMIGO SECURITIES PRIVATE LIMITED
Registered Office :	“SUBHAAG” B 16, Ramin Park, Old Padra Road, Baroda-390020, Gujarat
Country :	India
Financials (as on) :	31.03.2007
Date of Incorporation :	18-01.1972
Com. Reg. No.:	006949
CIN No.: [Company Identification No.]	U74920GJ1972PTC006949
IEC No.:	3407002254
PAN No.: [Permanent Account No.]	AAACB8634Q
Legal Form :	Private Limited Liability Company
Line of Business :	Manufacturer and Exporter of Tooth Brushes, Household Brushes, and Household Plastic Products.

RATING & COMMENTS

MIRA’s Rating :

Ba

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

Maximum Credit Limit :	USD 910000
Status :	Satisfactory
Payment Behaviour :	Usually correct
Litigation :	Clear
Comments :	Subject is a well – established company and after recent restructuring, expected to do well. Trade relations are fair. Payments are correct and as per commitments. The company can be considered good for normal business dealings at usual trade terms and conditions.

LOCATIONS

Admin. Office:	“SUBHAAG” B 16, Ramin Park, Old Padra Road, Baroda-390020, Gujarat, India
Tel. No.:	91-265-2356798 / 2354354
Fax No.:	91-265-2353522 / 223396
E-Mail :	cyrus@jewelbrushes.com amit@jewelbrushes.com
Website :	http://www.jewelbrushes.com
Area :	2319 sq.mtrs
Location :	Owned
Registered Office/Factory :	Plot No. 209 Village Luna, Taluka Padra , District Vadodara – 391 440, Gujarat, India
Tel. No.:	95-2662-2325426/27 / 23801/02/03
Fax No.:	95-2662-223803
E-Mail :	cyrust@jewelbrushes.com geeta.goradia@coronetproducts.com
Area :	33983 sq.mtrs
Location :	Owned
Branches :	D 1/34 Khiranagar, S V Road, Santacruz (West), Mumbai – 480 054, Maharashtra
Tel. No.:	91-22-26616837
E-Mail :	aniruddh@jewelbrushes.com
Area :	450 sq.fts
Location :	Rented

DIRECTORS

Name :	Mr. Amit Mohandas Goradia
Designation :	Additional Director
Address :	12 Kesarbaug, Vasna Road, Vadodara – 390 015, Gujarat
Date of Birth/Age :	20.05.1950
Qualification :	B.Tech (Mech), Iim
Experience :	34 Years
Date of Appointment:	16.11.2007
Name :	Mrs. Geeta Amit Goradia
Designation :	Director
Address :	12 Kesarbaug, Vasna Road, Vadodara – 390 015, Gujarat
Date of Birth/Age :	19.09.1953
Qualification :	M.Com ( Industrial Economics)
Experience :	21 Years
Date of Appointment:	21.07.2001
Name :	Mr. Jai Ratanshow Patel
Designation :	Additional Director
Address :	3, Green Park, Tandalja Road, Vadodara – 390 020 , Gujarat
Date of Birth/Age :	17.09.1937
Qualification :	Chartered Accountants Cum Company Secretary
Experience :	42 Years
Date of appointment:	16.11.2007
Name :	Mr. Aniruddh Chimanlal Kamdar
Designation :	Additional Director
Address :	5 Piroja Court, 9 Meera Baug, Santacruz (West), Mumbai, -4 00 005, Maharashtra
Date of Birth/Age :	14.04.1953
Qualification :	B.E (Metallurgy)
Experience :	27 Years
Date of Appointment:	16.11.2007
Name :	Dr. Timm Gerhard Preusser
Designation :	Additional Director
Address :	13 Hofstetter St. D – 63839, Kleinwallstadt, Germany
Date of Birth/Age :	05.09.1952
Qualification :	P.Hd (Mechanical Engineer)
Experience :	17 Years
Date of Appointment:	16.11.2007
Name :	Mr. Helmut Schlieper
Designation :	Additional Director
Address :	Simroockstrasse 47, 53619, Rheinbreitback, Germany
Date of Birth/Age :	20.10.1952
Qualification :	MBA
Experience :	30 Years
Date of Appointment:	16.11.2007
Name :	Mr. Nikhil Mohandas Goradia
Designation :	Director
Address :	3, Amravati, Society No. 2, Gotri Road, Vadodara-390021, Gujarat, India
Date of Appointment:	20.06.1995

MAJOR SHAREHOLDERS / SHAREHOLDING PATTERN

As on 30.11.2007

Names of Shareholders	No. of Shares
Geeta Goradia	162560
Amit Goradia	31150
Subir Goradia	31150
Nikhil Goradia	20
Nanjeri Goradia	20
Nirmala Goradia	20
Lavanya Goradia	700
Riddhi Goradia	700
Mahendra Vyas	10
Vasanti Barshikar	10
Janki Vyas	10
Mona Vyas	10
Priya Patodia	10
Mamdakini Vyas	10
Alpa Patel	10
Sanjay Jhaveri	10
Padmaben Asher	10
Total	226410

As on 30.01.2008

List of Allotees	No. of Shares Allotted
Geeta Goradia	11882145
Synpart AG	3086272
Subir A Goradia	1422317
Suhrud A Goradia	1422295
Timm Preusser	964460
Jai Patel	193722
Anirudh Kamdar	140270
Manda Vyas	139961
Lavanya Goradia	127492
Riddhi Goradia	127493
Bhavana Kamdar	52622
Nilesh Shukla	41500
Kiran Moolwaney	20750
Parimala Parikh	16600
Mona Vyas	8399
Kanubhai Solanki	8300
Pankajam Nair	8300
Mahin Kumar Patil	5810

Equity Share Breakup (Percentage of Total Equity)

As on 30.11.2007

Category	Percentage
Directors or relatives of directors	99.00
Other top fifty (50) shareholders (other than listed above)	1.00
Total	100.00

BUSINESS DETAILS

Line of Business :

Manufacturer and Exporter of Tooth Brushes, Household Brushes, and Household Plastic Products.

Products:

Product Description	ITC Code
Toothbrushes, Household Brushes and Paint Brushes	9603
Plastic Products	392690

Exports :

Products :

· Toothbrushes

· Household Brushes

· Household Plastic Products

Imports :

Products :

· Nylon Filaments

· Thermo Plastic Elastomers

· Polypropylene

Countries :

· USA

· Thailand

· China

· Malaysia

· Germany

Terms :

Selling :

Cash, Credit (30 days)

Purchasing :

L/C, Credit ( 30 days), Cash

PRODUCTION STATUS

Particulars	Installed Capacity	Actual Production
House Hold Plastic Products	2000 mt.	54.85 mt.
Toothbrushes and Household Brushes	200 million nos pa	111 million nos

GENERAL INFORMATION

Customers :	· Retailers · OEM’s
No. of Employees :	445 (20 in Office, 420 in Factory, 05 in Branch)
Bankers :	· IDBI Bank Limited Address: R C Dutt Road, Alkapuri , Baroda – 390 007, Gujarat Facilities: Rs. 145.400 millions fund Based · Standard Chartered Bank Address: R C Dutt Road, Alkapuri , Baroda – 390 007, Gujarat Facilities: Rs. 20.400 millions Non Fund Based · Standard Chartered Bank Address: Abhijeet II, Ground Floor, Near Mithakali, Six Road, Ahmedabad-380006, Gujarat, India
Banking Relations :	Satisfactory
Auditors :
Name :	K C Mehta and Company Chartered Accountants
Address :	5 Mona Lisa Apartment, 48 Nutan Bharat Society, Alkapuri, Baroda – 390 007, Gujarat
Tel. No.:	91-265-6611000
Mobile No.:	91-265-6610666
E-Mail :	office@kcmehta.com
Name :	Mr. Harshad Parikh Chartered Accountant
Address :	A/135, Rajlaxmi Complex, Old Padra Road, Vadodara-390007, Gujarat, India
Tel. No.:	91-265-235917/ 3295917
Mobile No.:	91-265-3082062
E-Mail :	rhparikh@gmail.com
Associates/ Subsidiareis:	Coronet Trading Private Limited U51909G2002PTC040879

CAPITAL STRUCTURE

as on 30.09.2007

Authorised Capital :

No. of Shares	Type	Value	Amount
2000000	Equity shares	Rs. 10/- each	Rs. 20.000 millions

Issued, Subscribed & Paid-up Capital :

No. of Shares	Type	Value	Amount
226400	Equity shares	Rs. 10/- each	Rs. 2.264 millions

FINANCIAL DATA

[all figures are in Rupees Millions]

ABRIDGED BALANCE SHEET

SOURCES OF FUNDS		31.03.2007	31.03.2006	31.03.2005
SHAREHOLDERS FUNDS
1] Share Capital		2.264	17.164	17.164
2] Share Application Money		0.000	0.000	0.000
3] Reserves & Surplus		204.744	2.373	4.454
4] (Accumulated Losses)		[23.029]	[1.104]	0.000
NETWORTH		183.979	18.433	21.618
LOAN FUNDS
1] Secured Loans		142.592	65.349	0.000
2] Unsecured Loans		161.511	0.000	48.063
TOTAL BORROWING		304.103	65.349	48.063
DEFERRED TAX LIABILITIES		2.906	0.000	0.000
TOTAL		490.988	83.782	69.681
APPLICATION OF FUNDS
FIXED ASSETS [Net Block]		441.850	116.999	105.870
Capital work-in-progress		2.240	0.000	0.289
Capital Advance		0.000	0.709	13.075
INVESTMENT		5.176	79.437	75.750
DEFERREX TAX ASSETS		0.000	0.000	0.000
CURRENT ASSETS, LOANS & ADVANCES
	Inventories	47.207	0.000	0.000
	Sundry Debtors	6.391	0.663	0.463
	Cash & Bank Balances	10.045	0.033	0.418
	Other Current Assets	0.000	0.000	0.000
	Loans & Advances	90.459	14.277	13.775
Total Current Assets		154.102	14.973	14.656
Less : CURRENT LIABILITIES & PROVISIONS
	Current Liabilities	102.673	128.232	139.873
	Provisions	9.771	0.126	0.129
Total Current Liabilities		112.444	128.358	140.002
Net Current Assets		41.658	[113.385]	[125.346]
MISCELLANEOUS EXPENSES		0.064	0.022	0.043
TOTAL		490.988	83.782	69.681

PROFIT & LOSS ACCOUNT

PARTICULARS		31.03.2007	31.03.2006	31.03.2005
Sales Turnover		495.397	8.502	3.169
Other Income		0.000	0.000	0.000
Total Income		495.397	8.502	3.169
Profit/(Loss) Before Tax		[52.148]	[3.180]	[1.653]
Provision for Taxation		[26.777]	0.005	0.000
Profit/(Loss) After Tax		[25.371]	[3.185]	[1.653]
Imports :
	Raw Materials	36.740	NA	NA
	Stores & Spares	3.872	NA	NA
	Capital Goods	26.566	NA	NA
	Packaging Material	0.082	NA	NA
Total Imports		67.260	NA	NA
Expenditures :
	Wages		0.036	0.025
	Electrical Expenses		0.008	0.010
	Electricity and Fuel		1.025	0.839
	Gas Expenses	547.545	0.289	0.126
	Miscellaneous Expenses		0.001	0.002
	Interest		2.116	0.987
	Amalgamation Expenses		0.022	0.022
	Other Expenses		8.185	2.811
Total Expenditure		547.545	11.682	4.822

KEY RATIOS

PARTICULARS		31.03.2007	31.03.2006	31.03.2005
PAT / Total Income	(%)	[5.12]	[37.46]	[52.16]
Net Profit Margin (PBT/Sales)	(%)	[10.53]	[37.40]	[52.16]
Return on Total Assets (PBT/Total Assets}	(%)	[8.75]	[2.41]	[1.37]
Return on Investment (ROI) (PBT/Networth)		[0.28]	[0.17]	0.08
Debt Equity Ratio (Total Liability/Networth)		2.26	10.51	8.69
Current Ratio (Current Asset/Current Liability)		1.37	0.12	0.10

LOCAL AGENCY FURTHER INFORMATION

Amalgamation:

During the year consideration, the Company had applied for the amalgamation of 13 Jewel Group Companies with itself to give rise to single financially strong entity to focus on manufacturing and selling of Oral Care and Household Products, Consequently, the Company also changed its main objects to include manufacturing of Oral Care and Household Products. The Hon, High Court of Gujarat has approved the Scheme of Amalgamation proposed by the Company and the scheme has thereon become effective form 24^th October, 2007 i.e. the day on which the High Court Order was filed with Registrar of Companies, Gujarat. The Scheme of Amalgamation takes effect from 1^st April 2006 and accordingly all operations of the amalgamating companies are deemed to have been merged with the Company with effect from 1^st April 2006. Accordingly, the accounts have been prepared on a consolidated basis including the present consolidated accounts for the financial year, the Company has applied to the Registrar of Companies to grant an extension of two months for holding of Annual General Meeting i.e. up to 30^th November, 2007. the said request was approved by the Registrar of the companies.

Name of the company:

Pursuant to the approvals of the scheme of the Amalgamation, by the Honorable High Court of Gujarat the name of the company stands changed form Amigo Securities Private Limited to Jewel Consumer Care Private Limited form the day the said scheme became effective. Accordingly these accounts are presented to company under the new name i.e. Jewel Consumer Care Private Limited.

TRADE REFERENCES:

· Dupont Filaments, America

· K R plastic Ind. Limited

· Basell Asia Pacific Limited

· Dupont Xingdsa Filaments.

· Kriburg TPE GMBH and CO KG

Bankers Charges Report as per Registry

This form is for	Creation of charge
Corporate identity number of the company	U74920GJ1972PTC006949
Name of the company	JEWEL CONSUMER CARE PRIVATE LIMITED
Address of the registered office or of the principal place of business in India of the company	“SUBHAAG” B 16, Ramin Park, Old Padra Road, Baroda-390020, Gujarat, India
Type of charge	Book Debts Movable Property Floating Charge
Particular of charge holder	· Standard Chartered Bank Address: Abhijeet II, Ground Floor, Near Mithakali, Six Road, Ahmedabad-380006, Gujarat, India
Nature of description of the instrument creating or modifying the charge	Joint Deed of Hypothecation between the Company and M/s Standard Chartered Bank, State Bank of India and Industrial Development Bank of India Limited
Date of instrument Creating the charge	20.05.2008
Amount secured by the charge	Rs. 196.844 Millions
Brief particulars of the principal terms an conditions and extent and operation of the charge	Rate of Interest As per Sanction Letter Terms of Repayment As per Sanction Letter Margin As per Sanction Letter Extent and Operation of the charge For Working Capital, First Pari passu charge in favour of all bank on all current assets and second pari passu charge on movable fixed assets and For Term Loan Facilities, First Pari passu Charge on Movable Fixed Asset and Second pari passu char on all current assets as described in detailed in para 7 of the Joint Deed of Hypothecation
Short particulars of the property charged	All current assts namely stock of raw material, semi finished goods, stores and spares not relating to Plant and Machinery (Consumable Stores and Spares) Bill Receivable and Book debts and all other movable current assets as also all movable fixed assets of The Company.

Name of the company

AMIGO SECURITIES PRIVATE LIMITED

Presented By

Jointly by Company land the Chargeholder

1) Date and description of instrument creating the change

Joint Agreement for Hypothecation of Goods and Assets dated 13.06.2003.

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

Total Rs. 90.000 Millions of banking facility sanctioned to Jewel Brush Group Companies

(Rs. In Millions)

Name of the company	LC	Term Loan
Jewel Brushes Private Limited	10.000	17.500
Unident Brushes Private Limited	[10.000]	20.000
S and G Moulders Private Limited	[10.000]	25.000
Rose Packers Private Limited	--	12.500
Amigo Brusjhers Privte Limited	[10.000]	--
Tulip Processoers Private Limited	--	5.000

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

1) All Prsent and future goods, book-debts and all other current assets of the Borrower including documents of title to the goods, outstanding moneys, receivables on exclusive charge basis

2) All Present and future movable fixed assets inclding machineries belonging to or in the possession of the company on first pari passu charge with Citibank N.A

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

Rate of Interest: LTPLR – 4.75% , Present effective 9.75% p.a. payable at monthly rest.

Tenor: 36 months/ repayable in 11 quarterly installments

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

IDBI Bank Limited, Concord R.C Dutta Road, Alkapuri, Vadodara-390007, Gujarat, India

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

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.48.52
UK Pound	1	Rs.72.62
Euro	1	Rs.63.76

SCORE & RATING EXPLANATIONS

SCORE FACTORS	RANGE	POINTS
HISTORY	1~10	4
PAID-UP CAPITAL	1~10	5
OPERATING SCALE	1~10	5
FINANCIAL CONDITION
--BUSINESS SCALE	1~10	5
--PROFITABILIRY	1~10	5
--LIQUIDITY	1~10	5
--LEVERAGE	1~10	5
--RESERVES	1~10	5
--CREDIT LINES	1~10	4
--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		43

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