MIRA INFORM REPORT

Report Date :

19.12.2011

IDENTIFICATION DETAILS

Name :	FAZE THREE LIMITED (w.e.f 15.07.2003)
Formerly Known As :	FAZE THREE EXPORTS LIMITED
Registered Office :	Survey No. 380/1, Khanvel Silvassa Road, Village Dapada, Dadra and Nagar Haveli – 396 191
Country :	India
Financials (as on) :	31.03.2010
Date of Incorporation :	09.01.1985
Com. Reg. No.:	54-000197
Capital Investment / Paid-up Capital :	Rs. 121.888 Millions
CIN No.: [Company Identification No.]	L99999DN1985PLC000197
TAN No.: [Tax Deduction & Collection Account No.]	MUMM20088F
PAN No.: [Permanent Account No.]	AAACF2212N
Legal Form :	Public Limited Liability Company. The company shares are listed on stock exchange.
Line of Business :	Manufacturer and Exporter of Cotton Handloom Products, Made-ups, Cushion Covers etc.
No. of Employees :	400 Approximately (In Office – 150 + In factory – 350)

RATING & COMMENTS

MIRA’s Rating :

Ba (46)

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

Maximum Credit Limit :	USD 2250000
Status :	Satisfactory
Payment Behaviour :	Usually correct
Litigation :	Clear
Comments :	Subject is an established company having satisfactory track. Trade relations are reported as fair. Business is active. Payments are reported to be usually correct and as per commitments. The company can be considered normal for business dealings at usual trade terns and conditions.

NOTES :

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

INFORMATION PARTED BY

Name :	Mr. Vinesh
Designation :	Account Executive
Contact No.:	91-22-24944854
Date :	17.12.2011

LOCATIONS

Registered Office :	Survey No. 380/1, Khanvel Silvassa Road, Village Dapada, Dadra and Nagar Haveli – 396 191, India
Tel. No.:	91-260-2699323
Fax No.:	91-260-2699322
E-Mail :	secretarial@fazethree.com accounts@fazethree.com
Website :	http://www.fazethree.com
Location :	Owned
Head Office/ Corporate office :	1-2 Shiv Smriti Chambers, 49-A Dr Annie Besant Road, Worli, Mumbai-400018, Maharashtra, India
Tel. No.:	91-22-24944854/66604600/24984176
Fax No.:	91-22-24936811
E-Mail :	info@fazethree.com investors@fazethree.com
Factory :	Hand Loom and Made –ups Plant Jatal Road, Anand Nagar, Near Old CanalPanipat-132103, Haryana Weaving and Made – up Plants Survey No. 380/1, Village Adapada, Unitary of Dadara and Nagar Havelli Bathmat Plant Survey No. 356/1-2, Village Dadra, Unitary of Dadara and Nagar Havelli Dye House Plot No. 71, GIDC, Vapi Industrial Area, Pardi, District Valsad, Gujarat, India

DIRECTORS

As on 29.09.2011

Name :

Mr. Ajay Brijlal Anand

Designation :

Chairman cum Managing Director

Address :

91,92, Ritu Apartment, 113, Dongershi Road, Walkeswar , Mumbai – 400006, Maharashtra, India

Date of Birth/Age :

16.10.1954

Date of Appointment :

09.01.1985

DIN No.:

00373248

Other Directorship:

S.No.	CIN	Name of the Company	Current designation of the director	Date of appointment at current designation	Original date of appointment	Date of cessation	Company Status	Defaulting status
1	L99999DN1985PLC000197	Faze-Three Limited	Managing director	01-10-10	09-01-85	-	Active	NO
2	U92100MH1954PTC009396	Joint Producers Private Limited	Director	25-03-91	25-03-91	-	Active	NO
3	U67120MH1991PTC060920	Instyle Investments Private Limited	Director	25-03-91	25-03-91	-	Active	NO
4	U67190MH1995PTC086260	Mamata Finvest Private Limited	Director	09-03-95	09-03-95	12-03-07	Active	NO
5	U99999MH1995PTC086281	Anadry Investments Private Limited	Director	13-03-95	13-03-95	12-03-07	Active	NO
6	U67120MH1995PTC086405	Hemambar Investments Private Limited	Director	15-03-95	15-03-95	12-03-07	Active	NO
7	L17120DN1997PLC000196	Aunde India Limited	Managing director	01-04-09	03-10-97	-	Active	NO
8	L51909MH1989PLC138292	V.R. Woodart Limited	Director	24-09-98	24-09-98	-	Active	NO
9	U51109WB1994PTC065109	NAC Travels Private Limited	Director	15-11-00	15-11-00	-	Active	NO
10	U92199MH2001PTC130974	Prana Studios Private Limited	Director	23-02-01	23-02-01	31-10-11	Active	NO
11	U51909MH2008PTC221482	Madhyam Vinimay Private Limited	Director	15-05-10	15-05-10	-	Active	NO

Name :

Mrs. Rashmi Ajay Anand

Designation :

Director

Address :

91,92, Ritu Apartment, 113, Dongershi Road, Walkeswar , Mumbai – 400006, Maharashtra, India

Date of Birth/Age :

24.09.1958

Date of Appointment :

28.11.1996

DIN No.:

00366258

Other Directorship:

S.No.	CIN	Name of the Company	Current designation of the director	Date of appointment at current designation	Original date of appointment	Date of cessation	Company Status	Defaulting status
1	U92100MH1954PTC009396	Joint Producers Private Limited	Director	25-03-91	25-03-91	-	Active	NO
2	U67120MH1991PTC060920	Instyle Investments Private Limited	Director	25-03-91	25-03-91	-	Active	NO
3	U67190MH1995PTC086260	Mamata Finvest Private Limited	Director	09-03-95	09-03-95	12-11-07	Active	NO
4	U99999MH1995PTC086281	Anadry Investments Private Limited	Director	13-03-95	13-03-95	12-11-07	Active	NO
5	U67120MH1995PTC086405	Hemambar Investments Private Limited	Director	15-03-95	15-03-95	12-11-07	Active	NO
6	L99999DN1985PLC000197	Faze-Three Limited	Whole-time director	01-10-10	28-11-96	-	Active	NO
7	U51909MH2008PTC221482	Madhyam Vinimay Private Limited	Director	15-05-10	15-05-10	-	Active	NO

Name :

Mr. Sanjay Brijlal Anand

Designation :

Director

Address :

Rishi Apartments, Bolck 4, Flat No. 6, 4 Battery Lane, Rajpur Road, Civil Lines, Delhi – 110054, India

Date of Birth/Age :

28.11.1961

Date of Appointment :

13.11.2001

DIN No.:

01367853

Other Directorship:

S.No.	CIN	Name of the Company	Current designation of the director	Date of appointment at current designation	Original date of appointment	Date of cessation	Company Status	Defaulting status
1	L51909MH1989PLC138292	V.R. Woodart Limited	Director	24-09-98	24-09-98	-	Active	NO
2	L99999DN1985PLC000197	Faze-Three Limited	Whole-time director	01-12-09	13-11-01	-	Active	NO

Name :

Mr. Vasudeva Rao

Designation :

Director

Address :

Nachiketa 106, J.P. Road, Andheri (West), Mumbai – 400058, Maharashtra, India

Date of Birth/Age :

22.08.1939

Date of Appointment :

30.10.2002

DIN No.:

00465479

Name :

Mr. Rajiv Rai Sachdev

Designation :

Director

Address :

B 11, Commerce Centre, Tardeo, Mumbai – 400006, Maharashtra, India

Date of Birth/Age :

18.07.1955

Date of Appointment :

08.03.2004

DIN No.:

00910936

Other Directorship:

S.No.	CIN	Name of the Company	Current designation of the director	Date of appointment at current designation	Original date of appointment	Date of cessation	Company Status	Defaulting status
1	U92110MH1969PTC014183	Trimurti Films Private Limited	Director	01-04-78	01-04-78	-	Active	NO
2	U32300MH1995PTC088540	Trimurti Sound Private Limited	Director	19-05-95	19-05-95	-	Strike off	NO
3	L99999DN1985PLC000197	Faze-Three Limited	Director	08-03-04	08-03-04	-	Active	NO

KEY EXECUTIVES

Name :	Mr. Martin John Golla
Designation :	Secretary
Address :	1704, 17^th Floor, Raheja Tipco Heights Towers, Rani Sati Marg, Malad (East), Mumbai – 400097, Maharashtra, India
Date of Birth/Age :	12.04.1966
Date of Appointment :	29.11.1999
Pan No.:	AADPG0587B
Name :	Mr. Vinesh
Designation :	Account Executive

MAJOR SHAREHOLDERS / SHAREHOLDING PATTERN

As on 30.09.2011

Names of Shareholders	No. of Shares	Percentage of Holding
(A)Shareholding of Promoter and Promoter Group
1.Indian
(a)Individuals/ Hindu Undivided Family	2964209	24.32
(b)Bodies Corporate	2394625	19.65
Sub Total	5358834	43.97
2. Foreign
Total Shareholding of Promoter and Promoter Group (A)	5358834	43.97
(B)Public shareholding
1.Institutions
(a)Venture Capital Funds	250	-
B2.Non-institutions
(a)Bodies Corporate	3452771	28.41
(i)Individuals -i. Individual shareholders holding nominal share capital up to Rs0. 100 Million	2240536	18.38
(ii)Individual shareholders holding nominal share capital in excess of Rs.0.100 Million	1058054	8.68
(C)Any Other (Clearing Member)
Clearing Members	11651	0.10
Non Resident Indians	56701	0.47
Sub Total	6829713	56.03
Total Public Shareholding (B)	6829963	56.03
Total (a) + (b)	12188797	100.00

"Promoter and Promoter Group"

Names of Shareholders	No. of Shares	Percentage of Holding
Ajay Anand	2,964,209	24.32
Instyle Investments Private Limited	2,394,625	19.65
TOTAL	5,358,834	43.97

"Public" and holding more than 1% of the Total No.of Shares

Names of Shareholders	No. of Shares	Percentage of Holding
Hemambar Investments Private Limited	403,810	3.31
Joint Producers Private Limited	347,162	2.85
Kishore Kumar Mansukhlal Shah	129,945	1.07
Makarand Exim Private Limited	132,200	1.08
Makarand Exim Private Limited	198,300	1.63
Whitley Willows Overseas Limited	655,319	5.38
Whitley Willows Overseas Limited	982,978	8.06
TOTAL	2,849,714	23.38

Details of Locked-in Shares

Names of Shareholders	No. of Shares	Percentage of Holding
Makarand Exim Private Limited	132,200	1.08
Whitley Willows Overseas Limited	655,319	5.38
TOTAL	787,519	6.46

BUSINESS DETAILS

Line of Business :

Manufacturer and Exporter of Cotton Handloom Products, Made-ups, Cushion Covers etc.

Products :

ITEM CODE	ITEM DESCRIPTION
5514/5209	Woven Fabrics
5703	Carpets and Floor Coverings

Exports :

Products :

Made-Ups, Cushion Covers

Countries :

• USA
• UK

Terms :

Selling :

L/C, Cash and Credit (30-60 Days)

Purchasing :

Cash and Credit (30-60 Days)

GENERAL INFORMATION

Customers :

Wholesalers, Retailers and End Users

No. of Employees :

400 Approximately (In Office – 150 + In factory – 350)

Bankers :

Ø Canara Bank, Prime Corporate Branch – II, Varma Chambers, 2^nd Floor, Homji Street, Fort, Mumbai – 400001, Maharashtra, India

Ø ICICI Bank

Ø Corporation Bank

Ø Allahabad Bank

Facilities :

Secured Loan	As on 31.03.2010 (Rs. in Millions)	As on 31.03.2009 (Rs. in Millions)
Term Loan	232.394	246.128
Short Term Loan	17.300	0.000
Packing Credit	472.898	356.384
Cash Credit	2.032	3.037
Bill Discounting	59.930	94.049
Other Loans (secured against hypothecation of Vehicles)	3.312	8.093
Total	787.866	707.691
Unsecured Loan	As on 31.03.2010 (Rs. in Millions)	As on 31.03.2009 (Rs. in Millions)
8000 1.5% Foreign Currency Convertible Bonds of USD 1000 each totaling to USD 8 Millions	348.720	348.720
Short Term Loan and Advances
From Company / Firms/ Others	114.551	196.324
From Director	2.797	28.057
Total	466.068	573.101

Banking Relations :	--
Auditors :
Name :	Thakur Vaidyanath Aiyar and Company Chartered Accountants
Address :	11-B, Vatsa House, Janmabhoomi Marg, Fort, Mumbai – 400001, Maharashtra, India
PAN.:	AAAFT3096M
Subsidiaries :	Faze Three Netherlands B.V Pana Textile GMBH
Related Parties :	V R Woodart Limited Aunde Faze Three Limited Instyle Investments Private Limited

CAPITAL STRUCTURE

As on 31.03.2010

Authorised Capital :

No. of Shares	Type	Value	Amount
17000000	Equity Shares	Rs. 10/- each	Rs.170.000 millions

Issued, Subscribed & Paid-up Capital :

No. of Shares	Type	Value	Amount
12188797	Equity Shares	Rs. 10/- each	Rs. 121.888 millions

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		121.888	121.888	121.888
2] Share Application Money		0.000	0.000	0.000
3] Reserves & Surplus		441.604	398.966	588.804
4] (Accumulated Losses)		0.000	0.000	0.000
NETWORTH		563.492	520.854	710.692
LOAN FUNDS
1] Secured Loans		787.866	707.691	649.845
2] Unsecured Loans		466.068	573.101	485.236
TOTAL BORROWING		1253.934	1280.792	1135.081
DEFERRED TAX LIABILITIES		102.368	102.368	95.817
TOTAL		1919.794	1904.014	1941.590
APPLICATION OF FUNDS
FIXED ASSETS [Net Block]		920.414	907.523	859.711
Capital work-in-progress		83.195	154.767	124.990
INVESTMENT		58.343	58.343	58.343
DEFERREX TAX ASSETS		0.000	0.000	0.000
CURRENT ASSETS, LOANS & ADVANCES
	Inventories	502.212	404.353	412.977
	Sundry Debtors	367.134	374.548	362.336
	Cash & Bank Balances	35.190	14.945	20.477
	Other Current Assets	0.000	0.000	0.365
	Loans & Advances	282.319	302.510	298.433
Total Current Assets		1186.855	1096.356	1094.588
Less : CURRENT LIABILITIES & PROVISIONS
	Sundry Creditors	233.874	239.499	162.517
	Other Current Liabilities	95.139	73.476	36.511
	Provisions	0.000	0.000	0.000
Total Current Liabilities		329.013	312.975	199.028
Net Current Assets		857.842	783.381	895.560
MISCELLANEOUS EXPENSES		0.000	0.000	2.986
TOTAL		1919.794	1904.014	1941.590

PROFIT & LOSS ACCOUNT

	PARTICULARS		31.03.2010	31.03.2009	31.03.2008
	SALES
		Sales	1217.894	1391.162	1118.387
		Other Income	162.688	117.340	124.647
		TOTAL (A)	1380.582	1508.502	1243.034
Less	EXPENSES
		Material Cost	636.119	689.420	616.039
		Employee Cost	129.313	123.554	120.245
		Operating Expenses	247.855	256.508	192.757
		Selling and Administration Expenses	220.793	226.985	202.499
		Foreign Exchange Fluctuation Loss	0.000	204.970	(17.493)
		Increase/ (Decrease) in Stocks	(60.644)	36.925	(42.786)
		TOTAL (B)	1173.436	1538.362	1071.261
Less	PROFIT/LOSS BEFORE INTEREST, TAX, DEPRECIATION AND AMORTISATION (A-B) (C)		207.146	(29.860)	171.773
Less	FINANCIAL EXPENSES (D)		106.964	102.612	56.566
	PROFIT/LOSS BEFORE TAX, DEPRECIATION AND AMORTISATION (C-D) (E)		100.182	(132.472)	115.207
Less/ Add	DEPRECIATION/ AMORTISATION (F)		51.700	49.298	44.605
	PROFIT/LOSS BEFORE TAX (E-F) (G)		48.482	(181.770)	70.602
Less	TAX (H)		5.515	7.739	19.605
	PROFIT/LOSS AFTER TAX (G-H) (I)		42.967	(189.509)	50.997
Add	PREVIOUS YEARS’ BALANCE BROUGHT FORWARD		0.000	25.645	14.648
Less	APPROPRIATIONS
		Transfer to General Reserve	0.000	(163.864)	40.000
	BALANCE CARRIED TO THE B/S		42.967	0.000	25.645
	EARNINGS IN FOREIGN CURRENCY		1112.701	1279.429	927.059
	IMPORTS
		Raw Materials	49.855	81.239	106.572
		Stores & Spares	1.919	2.653	2.479
		Capital Goods	0.000	2.274	68.966
		Others	0.000	0.000	0.000
	TOTAL IMPORTS		51.774	86.166	178.017
	Earnings/loss Per Share (Rs.)		3.53	(15.55)	4.18

Particulars	31.03.2011
Sales Turnover	1510.000

Expected Sales(2011-2012) : Rs.1600.000 Millions

The above information has been parted by Mr. Vinesh (Accounts Esecutive)

QUARTERLY RESULTS

PARTICULARS	30.06.2010	30.09.2010	31.12.2010	31.03.2011	31.06.2011	30.09.2011
	1^st Quarter	2^nd Quarter	3rd Quarter	4^th Quarter	5^th Quarter	6^th Quarter
Net Sales	330.690	348.860	410.600	346.460	555.060	461.850
Total Expenditure	290.780	306.770	370.350	283.020	489.170	409.790
PBIDT (Excl OI)	39.910	42.090	40.250	63.440	65.890	52.060
Other Income	0.000	0.000	13.340	19.160	0.000	0.000
Operating Profit	39.910	42.090	53.590	82.600	65.890	52.060
Interest	24.680	23.840	22.190	19.510	22.590	22.470
Exceptional Items	0.000	0.000	0.000	(42.030)	0.000	0.000
PBDT	15.230	18.250	31.400	21.060	43.300	29.590
Depreciation	12.720	12.720	12.720	15.570	15.840	10.770
Profit Before Tax	2.510	5.530	18.680	5.490	27.460	18.820
Tax	0.300	1.150	0.600	2.000	0.000	0.000
Provisions and contingencies	0.000	0.000	0.000	0.000	0.000	0.000
Profit After Tax	2.210	4.390	18.080	3.490	27.460	18.820
Extraordinary Items	0.000	0.000	0.000	0.000	0.000	0.000
Prior Period Expenses	0.000	0.000	0.000	0.000	0.000	0.000
Other Adjustments	0.000	0.000	0.000	0.000	0.000	0.000
Net Profit	2.210	4.390	18.080	3.490	27.460	18.820

KEY RATIOS

PARTICULARS		31.03.2010	31.03.2009	31.03.2008
PAT / Total Income	(%)	3.11	(12.56)	4.10
Net Profit Margin (PBT/Sales)	(%)	3.98	(13.07)	6.31
Return on Total Assets (PBT/Total Assets}	(%)	2.30	(9.07)	3.61
Return on Investment (ROI) (PBT/Networth)		0.09	(0.35)	0.10
Debt Equity Ratio (Total Liability/Networth)		2.81	3.06	1.88
Current Ratio (Current Asset/Current Liability)		3.61	3.50	5.50

LOCAL AGENCY FURTHER INFORMATION

DETAILS OF SUNDRY CREDITORS

Rs in Millions

Particulars	31.03.2010	31.03.2009	31.03.2008
Micro, Small and Medium Enterprise	0.000	0.000	0.000
Others	233.874	239.499	162.517
TOTAL	233.874	239.499	162.517

Check list by Info Agents	Available in Reports ( Yes/No)
Year of Establishment	Yes
Locality of the Firm	Yes
Constitutions of the Firm	Yes
Premises Details	Yes
Type of Business	Yes
Line of Business	Yes
Promoter’s Background	--
No. of Employees	Yes
Name of person contacted	Yes
Designation of contact person	Yes
Turnover of Firm fort last three years	Yes
Profitability for last three years	No
Reasons For Variation<>20%	--
Estimation for coming financial year	Yes
Capital in Business	No
Details of Sister Concern	Yes
Major Suppliers	No
Major Customers	No
Payment Terms	Yes
Export / Import Details (if Applicable)	Yes
Market Information	--
Litigations that the firm / Promoter involved in	--
Banking Details	Yes
Banking Facility Details	No
Conduct of the banking account	--
Buyer visit details	--
Financial, if provided	No
Incorporation details, if applicable	--
Last Account filed at ROC	--
Major shareholder , if available	--

BUSINESS DESCRIPTION

Subject is an India-based company. The Company is engaged in manufacturing home furnishing items. The manufactured items include durries, made ups, cushion covers, carpets, floor coverings, blankets and throws. The wholly owned subsidiary of the Company is Faze Three Netherlands B.V. For the fiscal year ended 31 March 2009 Subject revenues increased 21% to RS1.51B. Net loss totaled RS190.300 Million, vs income of RS50.000 Million. Revenues reflect an increase in income from operations. Net income was offset by an increase in consumption of raw materials, higher employee’s costs, an increase in depreciation expenses, increased interest expenses, higher operating expenditures and increase Administrative expenses.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

COMPANY OPERATIONS

Faze Three had a satisfactory performance in terms of sales which stood at Rs. 1217.894 millions as against Rs. 391.162 millions during the previous year. The revenue from other income stood at 162.688 millions as against Rs. 17.339 millions during the previous year. During the year, the Company has earned a net profit of Rs. 2.968 millions Lacs as against the loss of Rs. 189.509 millions during the previous year.

The Company's export revenue consists of 31.12% to the European markets and 64.05% to American Markets. Product wise the Company's export contains 31.59% Bathmats, 16.90% Rugs, 10.26% Blankets and 7.59% bathrugs.

The recorded sales of the Company are lower than the previous year due to fewer export orders from European Market. Company's efforts to establish and expand its market in Europe has been slow due to the eclining economic situation in Europe.

BUSINESS OUTLOOK

The Companies performance in terms of sale took a set back as the Global economy is still struggling to regain from the economic crisis that started in 2008. This has had a negative impact on the growth of the company.

The Company is in the process of forming strategies and policies for re-launching its product in European markets and US markets with new concepts and improved designs. The management is also working on new marketing strategies to enter new markets with new and innovative product designs.

Further, cotton and cotton yarn prices have risen since October 2009, and while fabric players have been able to pass on raw material price hikes to customer, textile players have not been able to do so. This has had an impact on the margins of the company.

The Company expects that, going forward, the markets will improve and the company can get back on the growth trajectory once again.

INDUSTRY OVERVIEW

The Indian economy has shown resilience even in the time of global economic recession and has posted a healthy GDP growth of over 6.7% during 2008-09. Even though the major global economies suffered due to the recession since mid -2008, the Indian economy has been robust enough to post considerable growth in terms GDP of 7.4 percent during the year 2009-10.

The Global economy fell in to a major crisis from September 2008, hindering Indian exports, especially to the developed markets. While exports recovered since November 2009, owing to revival of global economy Moreover, the textile sector is still struggling to recover as Europe one of the long and well established market for the country, continued to remain gloomy. While the US market has started improving, there is still apprehension with respect to the European debt crisis, which is casting a shadow on Indian exports.

However, Indian Textile exports have increased to US$ 18.6 billion during April 09-January 10, from US$ 17.7 billion during the corresponding period of the previous year, registering an increase of 4.95 per cent in rupee terms. The share of textile exports in total exports has increased to meet the growing demand to 12.36 per cent during April'09- January'10 according to the Ministry of Textiles.

SUBSIDIARY COMPANY:

The Company has made an application under Section 212 (8) of the Companies Act, 1956 seeking exemption from attaching the Balance Sheet and Profit & Loss accounts of subsidiary company i.e. Pana Textil GmbH. The approval in this regard is awaited.

CONTINGENT LIABILITY

Particulars	31.03.2010	31.03.2009
Bills Discounting	486.743	94.048
Bang Guarantee	2.625	2.625
Foreign/ Inland Letter of Credit	42.016	13.325

FORM 8

Corporate identity number of the company	L99999DN1985PLC000197
Name of the company	FAZE-THREE LTD
Address of the registered office or of the principal place of business in India of the company	Survey No. 380/1, Khanvel Silvassa Road, Village Dapada, Dadra and Nagar Haveli – 396 191, India Email : secretarial@fazethree.com
This form is for	Modification of charge
Charge identification (ID) number of the charge to be modified	90234419
Type of charge	Book Debts Movable Property (not being pledge)
Particular of charge holder	Canara Bank, Prime Corporate Branch – II, Varma Chambers, 2^nd Floor, Homji Street, Fort, Mumbai – 400001, Maharashtra, India Email : managermcity02309@canbank.co.in
Nature of instrument creating charge	Supplement Joint deed of hypothecation
Date of instrument Creating the charge	02.09.2011
Amount secured by the charge	Rs. 1246.200 Millions
Brief of the principal terms an conditions and extent and operation of the charge	Rate of Interest: As stipulated by the consortium member banks in their sanction letter(s) and as advised from time to time plus service charges as are applicable to the credit facilities from time to time. Terms of Repayment: As stipulated by the consortium member banks in their sanction letter(s) and as advised from time to time plus service charges as are applicable to the credit facilities from time to time. Margin: As stipulated by the consortium member banks in their sanction letter(s) and as advised from time to time plus service charges as are applicable to the credit facilities from time to time. Extent and operation of charge: 1/ Charge over current assets shall rank on 1st pari passu basis in fevour of Canara Bank Consortium jointly and to each of them severally for the due repayment and discharge on demand of the working capital facilities (WCF) to the member banks t/w interest, costs, charges, expenses etc. 2/ Charge over entire movable fixed assets (excl. those of Worli Property, exclusively available to Canara Bank to the extent of Rs.622.500 millions) shall rank on 2nd pari passu basis for the WCF granted by the Canara Bank Consortium. Others : 1/ Canara Bank is designated and recognised as the Lead Bank of the Canara Bank Consortium, while Allahabad Bank is designated and recognised as the member bank of the Canara bank Consortium. 2/ Security created in respect of the fund based and non fund based credit facilites: - Granted by Canara Bank Rs.622.500 millions - Granted by Allahabad Bank Rs. 75.000 millions Total... Rs. 697.500 Millions
Short particulars of the property or asset(s) charged (including complete address and location of the property)	The whole of the current assets 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 all other movables (excluding such movables as are permitted by the said Banks from time to time), but including documents of title to goods and other assets, such as outstanding moneys, receivables, claims, bills, invoice, documents, contracts, engagements, securities, investments and rights, both present and future of the company at Mumbai / Silvassa / Dadra / Dapada / Panipat and where so ever in India being and lying in the company's premises or godowns or or rented and whether lying loose or in cases or otherwise used in the business of the company at the said site or in transit not belonging to or that may at any time, belong to the company or that may be held by any party to the order or disposition of the company or in the course of transit or on high seas or on order or delivery, howsoever and where so ever in the possession of the company and either by way of substitution or addition. Entire movable fixed assets (excluding those of worli property, exclusively available in favour of Canara Bank)
Date of instrument modifying the charge	10.01.2011
Particulars of the present modification	(i) Total amount secured now stands reduced frm Rs.740.000 millions to Rs.697.500 millions granted under Working Capital Consortium on 1st pari passu basis against current assets and 2nd pari passu basis against movable fixed assets (excluding those of worli property, exclusively available to Canara Bank) b/w Canara Bank and Allahabad Bank for Rs.622.500 millions and Rs.75.000 millions respectively (ii) However, the charge over properties (excluding Worli Property) continue to remain unchanged at Rs.1246.200 millions and more particularly.

UNAUDITED FINANCIAL RESULT FOR THE QUARTER ENDED 30.09.2011

Rs. in Millions

Particular	Quarter Ended		Half Year Ended
	Un – Audited		Un – Audited
	31.09.2011	31.09.2010	31.09.2011	31.09.2010
Gross Sales/ Income From operation	461.850	348.863	1016.912	679.551
Other Operating Income	0.000	0.000	0.000	0.000
Expenditure	461.850	348.863	1016.912	679.551
(Increase) / Decrease in stock in trade and work in progress
Progress	7.940	(6.270)	56.331	(1.204)
Consumption of raw materials	209.825	168.986	432.563	321.140
Employee Cost	37.603	29.249	74.205	61.926
Depreciation	10.765	12.720	26.603	25.440
Other expenditure	161.579	114.800	335.876	215.675
Total	420.566	319.485	925.578	622.977
Profit from operations before other income, interest and exceptional Items	41.284	29.378	91.334	56.574
Other income	0.000	0.000	0.000	0.000
Profit before interest and exceptional Items	41.284	29.378	91.334	56.574
Interest	22.467	23.836	45.050	48.521
Profit after Interest but before Exceptional Items	18.817	5.542	46.284	8.053
Exceptional Items	0.000	0.000	0.000	0.000
Profit (+)/Loss(-) from Oridinary Activities before tax	18.817	5.542	46.284	8.053
Tax expense	0.000	1.150	0.000	1.450
Prior Period Expenses	0.000	0.000	0.000	0.000
Net Profit (+)/Loss(-) from Ordinary Activities after tax	18.817	4.392	46.284	6.603
Extraordinary items	0.000	0.000	0.000	0.000
Net Profit (+) / Loss (-) for the year period	18.817	4.392	46.284	6.603
Paid up equity share capital (Face value of Rs.10/- per share)	121.888	121.888	121.888	121.888
Reserves excluding revaluation reserves as per balance sheet of previous accounting year	-	-	-	444.081
Earning per share (EPS)
(a) Basic and diluted EPS before Extraordinary items for the period, for the year to date and for the previous year (not to be annualised)	1.54	0.36	3.80	0.54
(a) Basic and diluted EPS before Extraordinary items for the period, for the year to date and for the previous year (not to be annualised)	1.54	0.36	3.80	0.54
Public shareholding
Number of shares	6829963	6829963	6829963	6829963
Percentage of shareholding	56.03%	56.03%	56.03%	56.03%
Promoters and Promoters group Shareholding-
a) Pledged /Encumbered
Number of shares	5358834	5358834	5358834	5358834
Percentage of shares	-	-	-	-
b) Non Encumbered
Number of shares	5358834	5358834	5358834	5358834
Percentage of shares	43.97%	43.97%	43.97%	43.97%

Statement of Assets and Liabilities

(Rs. in millions)

Particulars	Un – Audited
	30.09.2011	30.09.2010
Shareholders’ Funds
(a) Capital	121.887	121.887
(b) Reserves and Surplus	490.366	448.209
Loan Funds	1345.568	1297.220
Deferred Tax Liabilities	102.368	102.368
Total	2060.189	1969.684
Fixed Assets	943.806	983.727
Investments	56.937	58.150
Current Assets, Loans and Advances
(a) Inventories	620.514	499.548
(b) Sundry Debtors	483.307	368.083
(C) Cash and Bank balances	16.738	13.154
(e) Loans and Advances	407.821	328.822
TOTAL	1528.380	1209.607
Less : Current Liabilities and Provisions
(a) Current Liabilities and Provisions	468.934	281.800
TOTAL	468.934	281.800
Net Current Assets	1059.446	927.807
Total	2060.189	1969.684

Notes:

1 The above results were reviewed by the Audit committee and taken on record by the Board of Directors of the Company at their respecitve meetings held on 15th November 2011 .The Statutory Auditors of the Company have carried out a Limited Review of the above results.

2 None of the Subsidiaries have been considered in the above results

3 During the quarter the Company’s transaction has been only in the segment of manufacturing viz Home Furnishing

4 Current Tax and Deferred Tax for the current period would be considered in the audited accounts at the end of the year.

5 The current market price of the company’s equity shares being less than the conversion price in respect of the FCCB, the option embedded in the said bonds to convert them into equity shares is, at present taken to be anti-dilutive.

6 Complaints at the beginning of the quarter: NIL, received during the quarter & disposed off during the quarter: 2 and lying unresolved at the end of the quarter: NIL

7 The figures have been re-grouped/ re-classified wherever necessary.

FIXED ASSETS

Ø Land-Freehold

Ø Building

Ø Plant and Machinery

Ø Furniture and Fixtures

Ø Office Equipments

Ø Electrical Installations

Ø Vehicles

Ø Computers

BOARD OF DIRECTOR

KISHORE MADHAV MAHIMKAR - NON-EXECUTIVE INDEPENDENT DIRECTOR

Mr. Kishore Madhav Mahimkar serves as Non-Executive Independent Director of Subject. He is a Solicitor by profession and has been associated with the Company for quite a long time and has been highly instrumental in advising on Corporate Law affairs of the Company.

VASUDEVA RAO NON-EXECUTIVE INDEPENDENT DIRECTOR

Mr. Vasudeva Rao serves as Non-Executive Independent Director of Subject. He is a well-known Chartered Accountant having experience in the Finance Sector. He brings with him an experience of over 4 decades and has been of great help to the Company in advising on corporate and tax matters.

RAJIV RAI SACHDEV - NON-EXECUTIVE INDEPENDENT DIRECTOR

Mr. Rajiv Rai Sachdev serves as Non-Executive Independent Director of Subject. He is a B.A. Graduate. He has Experience in Entertainment and Advertising Industry.

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.52.81
UK Pound	1	Rs.82.00
Euro	1	Rs.68.81

SCORE & RATING EXPLANATIONS

SCORE FACTORS	RANGE	POINTS
HISTORY	1~10	6
PAID-UP CAPITAL	1~10	5
OPERATING SCALE	1~10	6
FINANCIAL CONDITION
--BUSINESS SCALE	1~10	5
--PROFITABILIRY	1~10	4
--LIQUIDITY	1~10	5
--LEVERAGE	1~10	5
--RESERVES	1~10	5
--CREDIT LINES	1~10	5
--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	YES
--OTHER MERIT FACTORS	YES/NO	YES
TOTAL		46

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
-	NB	New Business	-

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.