MIRA INFORM REPORT

Report Date :

24.02.2011

IDENTIFICATION DETAILS

Name :	GHERZI ESTERN LIMITED
Registered Office :	Neville House, J N Heredia Road, Ballard Pier, Mumbai-400001, Maharashtra
Country :	India
Financials (as on) :	31.03.2010
Date of Incorporation :	20.05.1960
Com. Reg. No.:	11-11691
CIN No.: [Company Identification No.]	U74220MH1960PLC011691
TAN No.: [Tax Deduction & Collection Account No.]	MUMG08137D
PAN No.: [Permanent Account No.]	AAACG0552E
Legal Form :	A Closely Held Public Limited Liability Company
Line of Business :	The company is primarily engaged in the Architectural and Engineering Consultancy and Design Build Business.

RATING & COMMENTS

MIRA’s Rating :

A (60)

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 1400000
Status :	Good
Payment Behaviour :	Regular
Litigation :	Clear
Comments :	Subject is a well established and a reputed company having fine track. Financial position of the company appears to be sound. Trade relations are reported as fair. Business is active. Payments are reported to be regular and as per commitments. The company can be considered normal for business dealings at usual trade terms 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.

ECGC Country Risk Classification List – April 1, 2010

Country Name	Previous Rating (31.12.2009)	Current Rating (01.04.2010)
India	A1	A1

Risk Category	ECGC Classification
Insignificant	A1
Low	A2
Moderate	B1
High	B2
Very High	C1
Restricted	C2
Off-credit	D

LOCATIONS

Registered Office :	Neville House, J N Heredia Road, Ballard Pier, Mumbai-400001, Maharashtra, India
Tel. No.:	91-22-67021380
Fax No.:	91-22-26673193
E-Mail :	gel@gherzieastern.com
Website:	www.gherzieastern.com
Head Office :	Raheja Points I, Wing ‘A’, Pt. Jawaharlal Nehru Road, Vakola, Santacruz (East), Mumbai-400055, Maharashtra, India
Tel. No.:	91-22-67021380 / 67339400
Fax No.:	91-22-26673193
E-Mail :	bd@gherzieastern.com

DIRECTORS

As on 30.09.2010

Name :	Mr. Nusil Neville Wadia
Designation :	Director
Address :	Beach House, P Balu Marg, Prabhadevi, Mumbai-400025, Maharashtra, India
Date of Birth/Age :	15.02.1944
Date of Appointment :	06.04.1974
Din No.:	00015731
Name :	Mr. Marco Gherzi
Designation :	Director
Address :	Seestrasse – 8, Ch-8702, Zolikon, Switzerland
Date of Birth/Age :	06.06.1936
Date of Appointment :	28.06.1972
Din No.:	01564663
Name :	Mr. Anil Hirjee
Designation :	Director
Address :	Flat No. 9, Battery House, 74A, Bhulabhai, Desai Road, Mumbai-400026, Maharashtra, India
Date of Birth/Age :	14.05.1939
Date of Cessation :	05.12.2007
Din No.:	00044765
Name :	Mr. Ness Nusil Wadia
Designation :	Director
Address :	Beach House, P Balu Marg, Prabhadevi, Mumbai-400025, Maharashtra, India
Date of Birth/Age :	30.05.1971
Date of Appointment :	24.09.1998
Din No.:	00036049
Name :	Mr. Jeh Nusil Wadia
Designation :	Director
Address :	Beach House, P Balu Marg, Prabhadevi, Mumbai-400025, Maharashtra, India
Date of Birth/Age :	06.07.1973
Date of Appointment :	24.09.1998
Din No.:	00088831
Name :	Mr. Guiseppe Gherzi
Designation :	Director
Address :	Seestrasse – 8, Ch-8702, Zolikon, Switzerland
Date of Birth/Age :	02.08.1967
Date of Appointment :	24.09.1998
Din No.:	01564705
Name :	Mr. Francesco Gherzi
Designation :	Director
Address :	Plugsteinstre 62, Erlenbach, Switzerland-CH8703
Date of Birth/Age :	15.12.1969
Date of Appointment :	24.09.1998
Din No.:	01564646
Name :	Mr. Udo Hartmann
Designation :	Director
Address :	Residenzia Sart, Via Sart 10B, Montagnola, Switzerland-CH6926
Date of Birth/Age :	03.02.1933
Date of Appointment :	24.09.1998
Din No.:	01564684

KEY EXECUTIVES

Name :	Mr. Pradip Dutt
Designation :	President and Chief Executive Officers
Name :	Col. U. Josh
Designation :	Vice President (Operations-North Zone)
Name :	Mr. K. D. Kawle
Designation :	General Manager (Operations)
Name :	Col. B.D.Tatwawadi
Designation :	General Manager(Operations)
Name :	Mr.R. Natarajan
Designation :	General Manager-Textiles
Name :	Col. Jarnail Singh
Designation :	Chief Structural Engineer
Name :	Mr. G. M. Patil
Designation :	Chief Architect
Name :	Mr. M. M. Roy
Designation :	General Manager- Engineering Services
Name :	Dr. M. L. Rai Chowdhury
Designation :	Jt. General Manager– Kolkata
Name :	Ms. Farida Bharucha
Designation :	Chief Financial Officer
Name :	Mrs. Gayatri Aney
Designation :	Dy. General Manager- HR
Name :	Mr. Sunil Rane
Designation :	Dy. General Manager- Business Development

MAJOR SHAREHOLDERS / SHAREHOLDING PATTERN

As on 30.09.2010

Names of Shareholders	No. of Shares
Gherzi AG.	8250
Nowrosjee Wadia and Sons Limited, India	10860
K D Kawle	1
P V Fadnis	1
R Natarajan	1
A K Chattopadhyay	1
M L Raichowdhury	1
Total	19115

As on 30.09.2010

Equity Share Breakup

Category	Percentage
Foreign holdings [Foreign institutional investors, Foreign Companies, Foreign Financial Institutions, Non-resident Indian or Overseas corporate bodies or others]	43.16
Bodies corporate	56.81
Other top fifty shareholders	0.03
Total	100.00

BUSINESS DETAILS

Line of Business :	The company is primarily engaged in the Architectural and Engineering Consultancy and Design Build Business.
Products :	Architectural and engineering Consultancy

GENERAL INFORMATION

Bankers :

Canara Bank

Address : Warden House, P M Road, Fort, Mumbai-400001, Maharashtra, India

Facilities :

Secured Loans :	As on 31.03.2009 Rs. in Millions
From Banks
- overdraft (Secured by hypothecation of book debts and first charge on immovable property situated at Santacruz, Mumbai)	9.995
- Vehicle Loans (Secured by hypothecation of the vehicles)	0.046
Total	10.041

Banking Relations :	-
Auditors :
Name :	Deloitte Haskins and Sells Chartered Accountants
Address :	‘Heritage’, 3^rd Floor, Near Gujarat Vidyaputh, Off Ashram Road, Ahmedabad-380014, Gujarat, India
Tel. No.:	91-79-27582542 / 27582543
Fax No.:	91-79-27582551
Subsidiaries :	Gherzi Eastern Investments Limited CIN No. U67120MH1980PLC023532
Holding Company :	Nowrosjee Wadia and Sons Limited CIN No. U51900MH1944PLC004225
Other Related Company:	Gherzi AG

CAPITAL STRUCTURE

As on 30.09.2010

Authorised Capital :

No. of Shares	Type	Value	Amount
50000	Equity Shares	Rs. 100/- each	Rs. 5.000 Millions

Issued, Subscribed & Paid-up Capital :

No. of Shares	Type	Value	Amount
19115	Equity Shares	Rs. 100/- each	Rs. 1.912 Millions

Notes :

1. Of the above, 10,860 shares are held by the Holding Company M/s. Nowrosjee Wadia and Sons Limited.

2. Of the above, 16,580 Shares are allotted as fully paid up by way of bonus shares by capitalization of general reserve.

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		1.912	1.912	1.912
2] Share Application Money		0.000	0.000	0.000
3] Reserves & Surplus		360.281	267.370	191.567
4] (Accumulated Losses)		0.000	0.000	0.000
NETWORTH		362.193	269.282	193.479
LOAN FUNDS
1] Secured Loans		0.000	10.042	0.111
2] Unsecured Loans		0.000	0.000	0.000
TOTAL BORROWING		0.000	10.042	0.111
DEFERRED TAX LIABILITIES		10.598	10.980	11.813
TOTAL		372.791	290.304	205.403
APPLICATION OF FUNDS
FIXED ASSETS [Net Block]		78.886	81.021	77.585
Capital work-in-progress		0.000	0.000	0.153
INVESTMENT		13.899	13.899	24.513
DEFERREX TAX ASSETS		0.000	0.000	0.000
CURRENT ASSETS, LOANS & ADVANCES
	Inventories	1948.803	1780.259	1374.831
	Sundry Debtors	114.177	118.968	51.209
	Cash & Bank Balances	89.419	135.633	125.609
	Other Current Assets	3.334	6.150	2.977
	Loans & Advances	81.878	60.530	55.174
Total Current Assets		2237.611	2101.540	1609.800
Less : CURRENT LIABILITIES & PROVISIONS
	Sundry Creditors	86.595	112.238	57.558
	Other Current Liabilities	1846.954	1770.813	1437.625
	Provisions	24.056	23.105	11.465
Total Current Liabilities		1957.605	1906.156	1506.648
Net Current Assets		280.006	195.384	103.152
MISCELLANEOUS EXPENSES		0.000	0.000	0.000
TOTAL		372.791	290.304	205.403

PROFIT & LOSS ACCOUNT

	PARTICULARS		31.03.2010	31.03.2009	31.03.2008
	SALES
		Income	791.787	811.247	553.341
		Other Income	11.843	13.566	10.586
		TOTAL (A)	803.630	824.813	563.927
Less	EXPENSES
		Personnel	156.889	158.407	106.696
		Other Expenditure	495.864	539.003	7.430
		TOTAL (B)	652.753	697.410	114.126
	PROFIT BEFORE TAX, DEPRECIATION AND AMORTISATION (C-D) (E)		150.877	127.403	449.801
Less/ Add	DEPRECIATION/ AMORTISATION (F)		9.514	9.274	371.081
	PROFIT BEFORE TAX (E-F) (G)		141.363	118.129	78.720
Less	TAX (H)		46.892	40.760	26.322
	PROFIT AFTER TAX (G-H) (I)		94.471	77.369	52.398
Add	PREVIOUS YEARS’ BALANCE BROUGHT FORWARD		202.339	134.336	88.580
Less	APPROPRIATIONS
		Proposed Dividend	1.338	1.338	1.147
		Tax on Distributed Profits	0.222	0.227	0.195
		General Reserve	9.500	7.800	5.300
	BALANCE CARRIED TO THE B/S		285.750	202.339	134.336
	Earnings Per Share (Rs.)		4942	4048	2741

KEY RATIOS

PARTICULARS		31.03.2010	31.03.2009	31.03.2008
PAT / Total Income	(%)	11.76	9.38	9.29
Net Profit Margin (PBT/Sales)	(%)	17.85	14.56	14.23
Return on Total Assets (PBT/Total Assets}	(%)	6.10	5.41	4.67
Return on Investment (ROI) (PBT/Networth)		0.39	0.44	0.41
Debt Equity Ratio (Total Liability/Networth)		5.40	7.12	7.79
Current Ratio (Current Asset/Current Liability)		1.14	1.10	1.07

LOCAL AGENCY FURTHER INFORMATION

Bankers Charges Report as per Registry

Name of the company

M/s. GHERZI EASTERN LIMITED

Presented By

Canara Bank

Address : Warden House, P M Road, Fort, Mumbai-400001, Maharashtra, India

1) Date and description of instrument creating the change

Agreement of advance dated 01.08.2001 and Hypothecation agreement of goods and book debts dated 01.08.2001 to secure Bank Overdraft/ Bank Guarantee facilities against entire book debts of the company.

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

Rs. 16.000 Millions.

3) Short particular of the property charged. If the property acquired is subject to charge, date of the acquired of the property should be given

The entire book debts of the company shall stand Hypothecation by way of first charge as security.

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

Overdraft at an interest rate of 14.50% per annum subject to revision/variation by the Bank from time to time as may be communicated by them and at margin of 30% of the entire book debts of the company subject to a limit of Rs. 6.000 Millions. Bank Guarantee upto a limit of Rs. 10.000 Millions and at a margin of 20% of the guarantee amount for a period not exceeding 2 years excluding the claim period.

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

Canara Bank

Address : Warden House, P M Road, Fort, Mumbai-400001, Maharashtra, India

6) Date and brief description of instrument modifying the charge

Supplemental common Hypothecation of instrument modifying the charge.

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.

01.08.2001 – Original charge for Rs. 16.000 Millions i.e. ODBD – Rs. 6.000 Millions and Bank Guarantee – Rs. 10.000 Millions.

20.10.2001 – The Bank granted additional Bank Guarantee Limit of Rs. 10.000 Millions thereby increasing the total amount secured by the charge from Rs. 16.000 Millions to Rs. 26.000 Millions (Registered on 12.11.2001 vide Doc. No. 232)

27.03.202 – Total amount secured by the charge increased from Rs. 26.000 Millions to Rs. 36.000 Millions (Registered on 22.04.2002 vide Doc. No. 242)

14.10.2002 – The amount secured by the charge increased from Rs. 36.000 Millions Rs. 40.000 Millions against security of Book Debts, receivable etc. , both present and future (Registered on 13.11.2002 vide Doc. No. 249)

Now vide above referred supplemental common hypothecation agreement dated 25.04.2005 the various credit facilities granted by the Bank increased from Rs. 40.000 Millions to Rs. 62.500 Millions to secure the following limits :

Facility	Amount (in Millions)
CC/ODBD	12.500
Guarantee	45.000
FDB/FBE	5.000
Total	62.500

The security by way of hypothecation of book debts, receivables etc., both present and future given earlier shall continue to secure the enhanced limits.

This form is for	Modification of charge
Charge identification number of the modified	80002025
Corporate identity number of the company	U74220MH1960PTC011691
Name of the company	GHERZI EASTERN LIMITED
Address of the registered office or of the principal place of business in India of the company	Address : Ballard Pier, Mumbai-400001, Maharashtra, India
Type of charge	Book Debts Others
Particular of charge holder	Canara Bank Address : Fort Main Branch, Sir P.M.Road, Fort, Mumbai-400001, Maharashtra, India Email : suyashri@vsnl.com
Nature of description of the instrument creating or modifying the charge	Supplemental Common Hypothecation Agreement (SCHA)
Date of instrument Creating the charge	30.11.2006
Amount secured by the charge	Rs. 143.000 Millions.
Brief particulars of the principal terms an conditions and extent and operation of the charge	Rate of Interest : Interest : As specified by Bank from time to time. Terms of Repayment : Repayment: As specified by Bank from time to time. Margin : Margin : As specified by Bank from time to time. Extent and Operation of the charge : The security of stock, book-debts etc. continue to secure the increased limit from Rs.105.000 Millions to Rs.143.000 Millions
Short particulars of the property charged	First Charge on entire Book Debts and Stocks of the Company.
Date of latest modification prior to the present modification	18.04.2006
Particulars of the present modification	Vide this modification various credit facilities described in Annexure I to Sch. A increased from Rs.105.000 Millions to Rs. 143.000 Millions. The security by way of hypothecation of stocks, book debts given earlier and described in Annexure II to Schedule A shall continue for the enhanced Limit. (Last modi. on 18.04.2006 Regd. on 30.05.2006)

FIXED ASSETS :

• Building
• Computers including software
• Refrigerators, air-conditioners
• Machineries and Equipments
• Furniture and Fixtures
• Vehicles

Webside Details :

Company Profile :

Founded in 1960, subject is a joint initiative between Gherzi AG, Zurich (world leaders in consulting) and the Wadia Group of Companies, a leading business house in India. Gherzi Eastern focuses on the dynamic needs of various industries and provides world class comprehensive consulting services.

Since its inception subject has been a market leader and has helped shape some of the landmark constructions in the history of modern India. Continuously benchmarking with global standards and surpassing them is a mission at subject. This has seen the company grow from one location to having presence across many locations in India and overseas.

Subject believes in fulfilling its corporate and social responsibilities. In line with this, subject has also successfully completed projects with emphasis on social upliftment and poverty alleviation.

Subject has entered into strategic partnerships to form consortia to enhance the value offered to the esteemed clients across all sectors and industries. 

Subject has been empanelled with many leading international and national agencies which are actively pursuing restructuring and development across the globe. These include the ADB, World Bank, UNDP, Ministry of Roads Transport and Highways (Government of India), National Highways Authority of India and various State Governments.

Quality has been the hallmark of all subject Projects and this quality DNA is part of the organizational systems and procedures too. Subject is an ISO 9001/2000 certified organization for consultancy services in Architectural and Engineering Designs and Project Management.

Subject has successfully completed over 1800 projects across various sectors and has a strong and growing base of satisfied clients. Subject has aligned its services to manage business critical needs of their clients and has helped them achieve their vision of a better India.

Subject list of achievements includes being ranked as the top consultant from India involved in ADB Loan Projects from January 1, 1999 to December 31, 2000.

Awards :

Subject has received several awards and prizes. The prominent ones are listed below :

AESA BEHERAY RATHI AWARD as architects for the creation of L and T – John Deere Tractor Project as Best Industrial Building of 2001

AESA BEHERAY RATHI AWARD as structural engineers for the creation of L and T – John Deere Tractor Project as Best Industrial Building of 2001

DESIGN AWARD of Architectural Design Works by the Department of Tourism, Government of Kerala

AWARD FOR EXCELLENCE - 87 as consultants by the Builders Information Bureau

EXCELLENCE AWARD of Architectural Design and Structural Engineering services for the new library block of the Indian Institute of Technology, Madras

PERFORMANCE AWARD as consulting firm from Asian Development Bank

EXCELLENCE AWARD for productivity, quality, innovation and management by Institute of Economic Studies

FIRST PRIZE for architectural competition conducted for the development of guest house facilities at Anushakti Nagar by Nuclear Power Corporation of India.

SECOND PRIZE in architectural competition conducted by Mormugao Port Trust for 100 bedded hospitals at Headland - Sada.

FIRST PRIZE in architectural competition conducted by Madras Metropolitan Development Authority for office complex at Egmore.

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.45.20
UK Pound	1	Rs.73.17
Euro	1	Rs.61.88

SCORE & RATING EXPLANATIONS

SCORE FACTORS	RANGE	POINTS
HISTORY	1~10	6
PAID-UP CAPITAL	1~10	7
OPERATING SCALE	1~10	7
FINANCIAL CONDITION
--BUSINESS SCALE	1~10	7
--PROFITABILIRY	1~10	7
--LIQUIDITY	1~10	7
--LEVERAGE	1~10	6
--RESERVES	1~10	7
--CREDIT LINES	1~10	6
--MARGINS	-5~5	--
DEMERIT POINTS
--BANK CHARGES	YES/NO	YES
--LITIGATION	YES/NO	NO
--OTHER ADVERSE INFORMATION	YES/NO	NO
MERIT POINTS
--SOLE DISTRIBUTORSHIP	YES/NO	NO
--EXPORT ACTIVITIES	YES/NO	YES
--AFFILIATION	YES/NO	YES
--LISTED	YES/NO	NO
--OTHER MERIT FACTORS	YES/NO	YES
TOTAL		60

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.