MIRA INFORM REPORT

Report Date :

02.08.2011

IDENTIFICATION DETAILS

Name :	SPYKAR LIFESTYLES PRIVATE LIMITED (w.e.f. 09.02.2007)
Formerly Known As :	SPAN APPARELS PRIVATE LIMITED
Registered Office :	Kushal House 384, V S Road, Prabhadevi, Mumbai 400025, Maharashtra
Country :	India
Financials (as on) :	31.03.2010
Date of Incorporation :	06.05.1998
Com. Reg. No.:	11-114797
Capital Investment / Paid-up Capital :	Rs. 109.500 millions
CIN No.: [Company Identification No.]	U18101mh1998ptc114797
TAN No.: [Tax Deduction & Collection Account No.]	MUMS37183G
PAN No.: [Permanent Account No.]	AAECS3455
Legal Form :	Private Limited Liability Company
Line of Business :	Selling readymade garments apparel through a network of exclusive business outlets, multi-brand outlets and large retails chains
No. of Employees :	Not Divulged

RATING & COMMENTS

MIRA’s Rating :

B (29)

RATING		STATUS	PROPOSED CREDIT LINE
26-40	B	Capability to overcome financial difficulties seems comparatively below average.	Small

Maximum Credit Limit :	USD 654204
Status :	Moderate
Payment Behaviour :	Slow
Litigation :	Clear
Comments :	Subject is an established company having moderate track. There appears huge losses being incurred by the company in the current year i.e. 2009-10. However, trade relations are reported as fir. Business is active. Payments are reported to be slow. The company can be considered for business dealings with some caution.

NOTES :

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

INFORMATION DECLINED BY

Name :	Mr. Mahendra Marlecha
Designation :	Chief Executive Officer
Date :	01.08.2011

LOCATIONS

Registered Office / Factory	Kushal House 384, V S Road, Prabhadevi, Mumbai 400025, Maharashtra, India
Tel. No.:	91-22-42175300 / 33640500
Fax No.:	91-22-42175394
E-Mail :	chetan.lade@spykar.com junk@junk.com ajit.shinde@spykar.com
Website :	www.spykar.com
Corporate Office:	2^ndFloor, 271, Business Park Industrial Building No. E – 2, Model Industrial Colony, Near Virwani Industrial Estate, Goregaon – (E), Mumbai – 400063, Maharashtra, India

DIRECTORS

AS ON 21.12.2010

Name :	Mr. Sanjay Navinchandra Vakharia
Designation :	Director
Address :	W`1-C091, Wellington Estates, DLF City Phase 5, Gurgaon – 122 002, Haryana, India
Date of Birth/Age :	09.08.1977
Date of Appointment :	21.07.2007
Name :	Mr. Prasad Mahadeo Pabrekar
Designation :	Director
Address :	D/401 Nandavan CHSL Off S V Road, Andheri (west), Mumbai – 400 058, Maharashtra
Date of Birth/Age :	03.09.1962
Date of Appointment :	16.05.1998
Name :	Ms. Harshada Prasad Pabrekar
Designation :	Director
Address :	D/401 Nandavan CHSL Off S V Road, Andheri (west), Mumbai – 400 058, Maharashtra
Date of Birth/Age :	02.09.1967
Date of Appointment :	16.05.1998
Name :	Mr. Saifuddin Hakimuddin Dhorajiwala
Designation :	Nominee Director
Address :	W`1-C091, Wellington Estates, DLF City Phase 5, Gurgaon – 122 002, Haryana, India
Date of Birth/Age :	09.08.1977
Date of Appointment :	21.07.2007
Name :	Mr. Harikrishnan Selvakumar
Designation :	Nominee Director
Date of Birth/Age :	20.07.1974
Date of Appointment :	03.04.2010

KEY EXECUTIVES

Name :	Mr. Navin Khanna:
Designation :	Agent / Distributors
E-Mail:	navin@spykar.com
Name :	Mr. Nitin Khanna
Designation :	Franchisee
E-Mail:	nitin@spykar.com
Name :	Mr. Sainath Kawali
Designation :	Vendors
E-Mail:	sainath@spykar.com
Name :	Mr. Vivek Shah
Designation :	Customer Care & Feedback
E-Mail:	vivek@spykar.com
Name :	Mr. Amit Seth
Designation :	Marketing
E-Mail:	amit.seth@spykar.com
Name :	Mr. Mahendra Marlecha
Designation :	Chief Executive Officer

MAJOR SHAREHOLDERS / SHAREHOLDING PATTERN

AS ON 21.12.2010

Names of Shareholders	No. of Shares
Equity Shares
Mr. Prasad Mahadeo Pabrekar	2568445
Ms. Harshada Prasad Pabrekar	1481505
Span Welfare Management Private Limited, Mumbai	480000
Mr. Sushil Kadam	98750
Span pacific Lifestyles Private Limited, Mumbai	112500
Avigo Ventures investment Limited, Mauritius	3942002
Avigo Trustee Company Private Limited, New Delhi	437998
Mr. Akshay Jain	75000
Mr. Rajesh Sharma	75000
Mr. Milind Sahasrabudhe	168750
Anilkumar Gupta	166050
Preeti Gupta	7500
Ranvirsingh Chabda	1500
Sanjay Vakharia	225000
Sainath Kawali	112500
Siddharth Master	112500
Vidyadhar Kore	112500
Pragati Kawali	112500
Asha Chavan	112500
Chaushila Master	112500
Uma Narkar	112500
Rohini Pabrekar	7500
Vikas Kadam	112500
Rajeev Pradhan	18750
Rajeev Parkar	18750
Pradeep Wadkar	112500
Devdatta Kore	37500
Padma Khemka	5000
Rajan Mehta	10000
Total	10950000

AS ON 21.12.2010

Equity Share Breakup		Percentage of Holding
Category
Bodies corporate		45.41
Directors or relatives of directors		54.59
	Total	100.00

BUSINESS DETAILS

Line of Business :

Selling readymade garments apparel through a network of exclusive business outlets, multi-brand outlets and large retails chains

Products :

Product Description	Item Code (ITC Code No.)
Articles of apparels knitted or crocheted, all sorts	6101
Articles of apparels not knitted or crocheted, all sorts	6201

GENERAL INFORMATION

No. of Employees :

Not Divulged

Bankers :

· Janakalyan Sahakari Bank Limited, 140, Vivek Darshan, Sindhi Society, Opp Bhakti Bhavan, Chembur, Mumbai – 400 071, Maharashtra

· Union Bank of India, Lower Parel Branch, Yeshwant Bhavan, Pandurang Budhkar Marg, Lower Parel, Mumbai – 400 013, Maharashtra, India

· State Bank of India, Industrial finance Branch, Lekhraj Bhavan, Saki Vihar Road, Sakinaka, Andheri (East), Mumbai 400072, Maharashtra, India

Facilities :

SECURED LOANS	31.03.2010 (Rs. In Millions)	31.03.2009 (Rs. In Millions)
From Banks
Terms Loans	186.776	303.159
Secured by way of equitable mortgage of certain fixed assets and further secured by second charge on repayable within a year Rs. 105.400 millions
Interest accrued and due on term loans from banks	0.813	1.490
Vehicle Loans (secured by way hypothecation of vehicles)	0.000	0.058
Cash credit / Working Capital demand Loans	776.835	696.914
Secured by hypothecation of stocks and book debts and collateral security over residential premises of the directors and further secured by personal guarantee of directors of the company.
Total	964.424	1001.621

UNSECURED LOANS	31.03.2010 (Rs. In Millions)	31.03.2009 (Rs. In Millions)
From Banks	0.000	0.000
(Secured by personal guarantee of directors of the company)
From others	0.000	39.938
Total	0.000	39.938

Banking Relations :

----

Auditors :

Name :

D S K and Associates

Chartered Accountant

Address :

19 Andheri University Industrial Premises, 57, J P Road, Andheri (West), Mumbai 400058, Maharashtra, India

Tel. No.:

91-22-26707188/26707455

Fax No.:

91-22-26289672

Name :

BSR and Company

Chartered Accountant

Address :

KPMG House, Kamala Mills Compound, Mumbai 400013, Maharashtra, India

Associates/Subsidiaries :

· Om Creations

· Span Processor

CAPITAL STRUCTURE

As on: 31.03.2010

Authorised Capital :

No. of Shares	Type	Value	Amount
27000000	Equity Shares	Rs. 10/- each	Rs. 270.000 millions
3000000	0.01% Compulsorily Convertible Cumulative Preference shares	Rs. 10/- each	Rs. 30.000 millions
		Total	Rs. 300.000 millions

Issued, Subscribed & Paid-up Capital :

No. of Shares	Type	Value	Amount
10950000	Equity Shares	Rs. 10/- each	Rs. 109.500 millions
	Out of Above 4378999 (2009: 2699831) and 399986 0.01% compulsory cumulative preference shares of Rs. 10 each fully paid privately placed by Aviga Venture Investments Limited, Maurities and Avigo Trustee Company Private Limited respectively shares were converted at a price determined based on the shareholders agreement dated 6^th June, 2007 and subsequent addendums to the same dated 5^th August, 2008 and 30^th March, 2009)
		Total	Rs. 109.500 millions

Note:

The Authorized Capital Rs. 1.000 million during the year.

2699871 and 299986 0.01% compulsorily convertible cumulative preference shares of Rs. 10each fully paid up have been privately placed with Avigo Venture Investment Limited, Maurities and Avigo Trustee Company Private Limited respectively.

On 23 May, 2007, 5363800 equity shares of Rs. 10 each, fully paid were issued as bi=onus shares by utilizing the balance in shares premium account.

FINANCIAL DATA

[all figures are in Rupees Millions]

ABRIDGED BALANCE SHEET

SOURCES OF FUNDS		31.03.2010	31.03.2009	31.03.2008
SHAREHOLDERS FUNDS
1] Share Capital		109.500	185.709	95.709
2] Share Application Money		0.000	90.000	0.000
3] Reserves & Surplus		54.051	432.786	336.299
4] (Accumulated Losses)		0.000	0.000	0.000
NETWORTH		163.551	708.495	432.008
LOAN FUNDS
1] Secured Loans		964.424	1001.621	778.888
2] Unsecured Loans		0.000	39.938	65.193
TOTAL BORROWING		964.424	1041.559	844.081
DEFERRED TAX LIABILITIES		0.000	35.126	53.262
TOTAL		1127.975	1785.180	1329.351
APPLICATION OF FUNDS
FIXED ASSETS [Net Block]		606.162	426.815	385.377
Capital work-in-progress		0.000	119.561	105.117
INVESTMENT		4.228	3.491	5.288
DEFERREX TAX ASSETS		0.000	0.000	0.000
CURRENT ASSETS, LOANS & ADVANCES
	Inventories	242.300	415.974	549.103
	Sundry Debtors	844.147	1214.771	547.822
	Cash & Bank Balances	27.720	106.404	51.211
	Other Current Assets	0.000	0.000	0.000
	Loans & Advances	331.239	416.648	225.516
Total Current Assets		1445.406	2153.797	1373.652
Less : CURRENT LIABILITIES & PROVISIONS
	Sundry Creditors	758.795	663.394	404.021
	Current Liabilities	144.039	166.905	101.972
	Provisions	24.987	88.185	34.090
Total Current Liabilities		927.821	918.484	540.083
Net Current Assets		517.585	1235.313	833.569
MISCELLANEOUS EXPENSES		0.000	0.000	0.000
TOTAL		1127.975	1785.180	1329.351

PROFIT & LOSS ACCOUNT

	PARTICULARS		31.03.2010	31.03.2009	31.03.2008
	SALES
		Sales	1824.885	2369.702	1469.068
		Other Income	16.651	42.886	0.000
		TOTAL (A)	1841.536	2412.588	1469.068
Less	EXPENSES
		Cost of Materials	1079.475	1189.494	0.000
		Personal Cost	131.598	175.895	0.000
		Administrative Expenses	657.281	685.400	1304.724
		TOTAL (B)	1868.354	2050.789	1304.724
Less	PROFIT BEFORE INTEREST, TAX, DEPRECIATION AND AMORTISATION (A-B) (C)		(26.818)	361.799	164.344
Less	FINANCIAL EXPENSES (D)		160.917	163.577	99.324
	PROFIT BEFORE TAX, DEPRECIATION AND AMORTISATION (C-D) (E)		(187.735)	198.222	65.020
Less/ Add	DEPRECIATION/ AMORTISATION (F)		24.296	19.289	8.864
Less	EXCEPTIONAL ITEMS
	Provision on Doubtful Debts		309.709	0.000	0.000
	Devaluation on slow moving and old inventory		68.269	0.000	0.000
	Prior period items		0.061	26.931	0.000
	PROFIT BEFORE TAX (E-F) (G)		(590.070)	152.002	56.156
Less	TAX (H)		(35.126)	64.604	(66.713)
	PROFIT AFTER TAX (G-H) (I)		(554.944)	87.398	122.869
	EARNINGS IN FOREIGN CURRENCY		6.201	25.413	18.404
	IMPORTS
		Raw Materials	0.000	0.000	0.941
		Capital Goods	0.000	5.913	0.000
	TOTAL IMPORTS		0.000	5.913	0.941
	Earnings Per Share (Rs.)		--	13.30	18.70

KEY RATIOS

PARTICULARS		31.03.2010	31.03.2009	31.03.2008
PAT / Total Income	(%)	(30.13)	3.62	8.36
Net Profit Margin (PBT/Sales)	(%)	(32.33)	6.41	3.82
Return on Total Assets (PBT/Total Assets}	(%)	(28.76)	5.89	3.00
Return on Investment (ROI) (PBT/Networth)		(3.60)	0.21	0.13
Debt Equity Ratio (Total Liability/Networth)		11.56	2.81	3.20
Current Ratio (Current Asset/Current Liability)		1.55	2.34	2.54

LOCAL AGENCY FURTHER INFORMATION

SUNDRY CREDITORS DETAILS

Rs. In Millions

Particulars	31.03.2010	31.03.2009	31.03.2008
Sundry Creditors	758.795	663.394	404.021

BACKGROUND:

The company is engaged in the business of selling readymade garments apparel through a network of exclusive business outlets, multi-brand outlets and large retails chains.

fixed assets:-

· Leasehold Land

· Buildings

· Plant and Machinery

· Furniture and Fixtures

· Office Equipments

· Vehicles

FORM 8

Corporate identity number of the company	U18101mh1998ptc114797
Name of the company	SPYKAR LIFESTYLES PRIVATE LIMITED (w.e.f. 09.02.2007)
Address of the registered office or of the principal place of business in India of the company	Kushal House 384, V S Road, Prabhadevi, Mumbai 400025, Maharashtra, India
This form is for	Modification of charge
Type of charge	Immovable property
Particular of charge holder	State Bank of India, Industrial finance Branch, Lekhraj Bhavan, Saki Vihar Road, Sakinaka, Andheri (East), Mumbai 400072, Maharashtra, India Email: nitin.vaity@sbi.co.in
Nature of instrument creating charge	Memorandum for deposit for creation of charge term loan/overall limit.
Date of instrument Creating the charge	27.07.2010
Amount secured by the charge	Rs. 675.400 millions
Brief of the principal terms an conditions and extent and operation of the charge	Rate of interest As per the sanctioned letter and loan agreement. Terms of repayment As per the sanctioned letter and loan agreement. Margin As per the sanctioned letter and loan agreement. Extent and operation of the charge As per the sanctioned letter and loan agreement. Other All other terms and conditions as per the loan agreement and sanctioned letter.
Short particulars of the property charged (Including location of the property)	Property 1 All That Part and Parcel of Unit adm 1234.30 sq. mtrs. Built up area, on the 1st Floor, of the building known as "271 Business Park" situate lying and being at Muncipal "P" South Ward, at Village Pahadi, Taluka Goregoan, Mumbai bearing Survey No. 77, Hissa Nos 1 and 2 and being CTS Nos. 271, 271/1 to 12. Property 2 all that part and parcel of Unit adm 1234.30 sq. mtrs. Built up area, on the 2nd Floor, of the building known as "271 Business Park" situate lying and being at Muncipal "P" South Ward, at Village Pahadi, Taluka Goregoan, Mumbai bearing Survey No. 77, Hissa Nos 1 and 2 and being CTS Nos. 271, 271/1 to 12. Property 3 all that part and parcel of Unit adm 1234.30 sq. mtrs. Built up area, on the 3rd Floor, of the building known as "271 Business Park" situate lying and being at Muncipal "P" South Ward, at Village Pahadi, Taluka Goregoan, Mumbai bearing Survey No. 77, Hissa Nos 1 and 2 and being CTS Nos. 271, 271/1 to 12.
Date of instrument modifying the charge	22.09.2009
Particulars of the present modification	The Borrowers by way of equitable mortgage by deposit of title deeds of Immovable properties at 1st Floor, 2nd Floor and 3rd Floor of the building known as "271 Business Park" at Muncipal "P" South Ward, Village Pahadi, Taluka Goregoan, Mumbai has provided further additional security to secure the Loan Facility of Rs. 675.400 millions.

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.48.75
UK Pound	1	Rs.79.98
Euro	1	Rs.69.90

SCORE & RATING EXPLANATIONS

SCORE FACTORS	RANGE	POINTS
HISTORY	1~10	5
PAID-UP CAPITAL	1~10	4
OPERATING SCALE	1~10	4
FINANCIAL CONDITION
--BUSINESS SCALE	1~10	4
--PROFITABILIRY	1~10	2
--LIQUIDITY	1~10	3
--LEVERAGE	1~10	3
--RESERVES	1~10	2
--CREDIT LINES	1~10	2
--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		29

This score serves as a reference to assess SC’s credit risk and to set the amount of credit to be extended. It is calculated from a composite of weighted scores obtained from each of the major sections of this report. The assessed factors and their relative weights (as indicated through %) are as follows:

Financial condition (40%) Ownership background (20%) Payment record (10%)

Credit history (10%) Market trend (10%) Operational size (10%)

RATING EXPLANATIONS

RATING		STATUS	PROPOSED CREDIT LINE
>86	Aaa	Possesses an extremely sound financial base with the strongest capability for timely payment of interest and principal sums	Unlimited
71-85	Aa	Possesses adequate working capital. No caution needed for credit transaction. It has above average (strong) capability for payment of interest and principal sums	Large
56-70	A	Financial & operational base are regarded healthy. General unfavourable factors will not cause fatal effect. Satisfactory capability for payment of interest and principal sums	Fairly Large
41-55	Ba	Overall operation is considered normal. Capable to meet normal commitments.	Satisfactory
26-40	B	Capability to overcome financial difficulties seems comparatively below average.	Small
11-25	Ca	Adverse factors are apparent. Repayment of interest and principal sums in default or expected to be in default upon maturity	Limited with full security
<10	C	Absolute credit risk exists. Caution needed to be exercised	Credit not recommended

PRIVATE & CONFIDENTIAL : This information is provided to you at your request, you having employed MIPL for such purpose. You will use the information as aid only in determining the propriety of giving credit and generally as an aid to your business and for no other purpose. You will hold the information in strict confidence, and shall not reveal it or make it known to the subject persons, firms or corporations or to any other. MIPL does not warrant the correctness of the information as you hold it free of any liability whatsoever. You will be liable to and indemnify MIPL for any loss, damage or expense, occasioned by your breach or non observance of any one, or more of these conditions

This report is issued at your request without any risk and responsibility on the part of MIRA INFORM PRIVATE LIMITED (MIPL) or its officials.