MIRA INFORM REPORT

Report Date :

25.01.2011

IDENTIFICATION DETAILS

Name :	VEMAA INDUSTRIES LMITED (w.e.f. 26.02.2009)
Formerly Known As :	VEMA METALS AND CONDUCTORS LIMITED
Registered Office :	32- Industrial Area, Govind Pura, Bhopal-462023, Madhya Pradesh
Country :	India
Financials (as on) :	31.03.2010
Date of Incorporation :	09.08.1995
Com. Reg. No.:	10-009817
CIN No.: [Company Identification No.]	U02710MP1995PLC009817
TAN No.: [Tax Deduction & Collection Account No.]	BPLV01712E
PAN No.: [Permanent Account No.]	AABCV0477A
Legal Form :	A Closely Held Public Limited Liability Company.
Line of Business :	Manufacturer of Copper Components.

RATING & COMMENTS

MIRA’s Rating :

B (27)

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

Maximum Credit Limit :	USD 14000
Status :	Moderate
Payment Behaviour :	Slow
Litigation :	Clear
Comments :	Subject is and established company having moderate track. There appears some accumulated losses recorded by the company. However, trade relations are reported as far. 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.

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

INFORMATION PARTED BY

Name :	Mr. John Anthony
Designation :	Senior Accountant
Date :	22.01.2011

LOCATIONS

Registered Office/ Factory :	32- Industrial Area, Govind Pura, Bhopal-462023, Madhya Pradesh, India.
Tel. No.:	91-755-4260013
Fax No.:	91-755-4260013
E-Mail :	vemand@yahoo.co.in
Area :	Approximately 30000 sq.ft. (Owned)

DIRECTORS

As on 20.09.2010

Name :	Mr. Joe Boy Fernandes
Designation :	Director
Address :	A-215, D-Sector, Minal Resdency, Bhopal-462001, Madhyra Pradesh, India
Date of Birth/Age :	18.07.1950
Date of Appointment :	09.08.1995
Name :	Mr. Everlyn Fernandes
Designation :	Director
Address :	397, Banwariakalan, Hoshangabad Road, Bhopal-462026, Madhya Pradesh, India
Date of Birth/Age :	07.01.1946
Date of Appointment :	27.09.2006
Name :	Mr. Rachel Alexander
Designation :	Director
Address :	397, Banwariakalan, Hoshangabad Road, Bhopal-462026, Madhya Pradesh, India
Date of Birth/Age :	29.05.1971
Date of Appointment :	28.09.2007

KEY EXECUTIVES

Name :	Mr. John Anthony
Designation :	Senior Accountant

MAJOR SHAREHOLDERS / SHAREHOLDING PATTERN

As on 20.09.2010

Names of Shareholders	No. of Shares
B V Raju	10
Joeboy Fernandes	305535
Everlyn Fernandes	974435
Merlyn Harlod	7500
Chirag Sampath	2500
Harsh Sampath	2500
Uma Sampath	2500
Amarabai Prabuj Patel	2500
Devendra Mewar	12000
Atul Amruthlal Doshi	2500
Vipul Amruthlal Doshi	3000
Pushpa Hasmukh Rai shah	2000
Amruthlal H.C Doshi	5000
Sanjay Amruthlal Doshi	7500
Rishi Khanna	3000
Leela Joeboy	20000
Janet Joeboy	9500
Satyavathi	9000
Pushpa Hasmukh Ra Shah	5000
Rama Raju	5000
N. Savitri	2500
N. Padmaja	3500
Dheeraj Shah	4000
Kavita Rao	2500
Shreenvas T.	3500

Equity Share Breakup (Percentage of Total Equity)

As on 30.09.2010

Category	Percentage
Directors or relatives of Directors	92.70
Other top fifty shareholders	7.30
Total	100.00

BUSINESS DETAILS

Line of Business :	Manufacturer of Copper Components.
Products :	Switch Gear Parts Traction Motor Parts Screw Bolts Nuts Transformer Parts Copper Forgings
Imports :
Products :	Raw Material
Countries :	Austria
Terms :
Selling :	Cash and Credit
Purchasing :	L/C, Cash and Credit

GENERAL INFORMATION

Customers :

End Users and OEM’s

No. of Employees :

Approximately 75 (Office 12, Factory 63)

Bankers :

State Bank of India, Industrial Estate Branch, Govindpura, Bhopal-462023, Madhya Pradesh, India

Facilities :

Unsecured Loans	31.03.2010 Rs. in Millions	31.03.2009 Rs. in Millions
C E Fernandes	3.600	3.600
Everlyn Fernandes	1.550	1.300
Joeboy Ellas	0.181	0.000
Total	5.331	4.900

Banking Relations :	--
Auditors :
Name :	D S Tiwar and Company Chartered Accountant
Address :	182, First Floor, Zone-1, M.P. Nagar, Bhopal-462011, Madhya Pradesh, India
Tel. No.:	91-755-2764671

CAPITAL STRUCTURE

As on 31.03.2010

Authorised Capital :

No. of Shares	Type	Value	Amount
3000000	Equity Shares	Rs. 10/- each	Rs. 30.000 Millions

Issued, Subscribed & Paid-up Capital :

No. of Shares	Type	Value	Amount
1434980	Equity Shares	Rs. 10/- each	Rs. 14.350 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		14.350	14.350	14.350
2] Share Application Money		5.000	5.000	0.000
3] Reserves & Surplus		0.000	1.000	1.000
4] (Accumulated Losses)		[15.615]	[17.205]	[19.048]
NETWORTH		3.735	3.145	[3.698]
LOAN FUNDS
1] Secured Loans		0.000	0.000	8.525
2] Unsecured Loans		5.331	4.900	6.911
TOTAL BORROWING		5.331	4.900	15.436
DEFERRED TAX LIABILITIES		1.491	0.000	0.000
DEFERRED SALES TAX		3.404	5.261	0.000
TOTAL		13.961	13.306	11.738
APPLICATION OF FUNDS
FIXED ASSETS [Net Block]		12.694	11.767	12.373
Capital work-in-progress		0.073	0.000	0.000
INVESTMENT		0.000	0.000	0.000
DEFERREX TAX ASSETS		0.000	0.000	0.000
CURRENT ASSETS, LOANS & ADVANCES
	Inventories	0.850	1.625	3.564
	Sundry Debtors	2.771	0.068	0.167
	Cash & Bank Balances	1.347	0.125	0.003
	Other Current Assets	0.000	0.000	0.000
	Loans & Advances	0.695	5.964	0.994
Total Current Assets		5.663	7.782	4.728
Less : CURRENT LIABILITIES & PROVISIONS
	Sundry Creditors	2.776	5.692	0.240
	Other Current Liabilities	1.326	0.551	5.068
	Provisions	0.367	0.000	0.055
Total Current Liabilities		4.469	6.243	5.363
Net Current Assets		1.194	1.539	[0.635]
MISCELLANEOUS EXPENSES		0.000	0.000	0.000
TOTAL		13.962	13.306	11.738

PROFIT & LOSS ACCOUNT

	PARTICULARS		31.03.2010	31.03.2009	31.03.2008
	SALES
		Income	19.410	7.887	0.054
		Other Income	2.765	5.362	3.039
		TOTAL	22.175	13.249	3.093
Less	EXPENSES
		Raw Material Consumption	8.995	4.513	0.705
		Manufacturing Expenses	5.761	2.510	1.292
		Administrative Expenses	3.446	3.364	0.938
		Increase/ decrease in stock	0.200	[0.030]	0.000
		Prior Period Adjustment	0.217	10.357	0.000
		TOTAL	18.619	10.357	2.935
	PROFIT BEFORE TAX, DEPRECIATION AND AMORTISATION		3.556	2.892	0.158
Less/ Add	DEPRECIATION/ AMORTISATION		1.108	1.049	0.585
	PROFIT BEFORE TAX		2.448	1.843	[0.427]
Less	TAX		0.367	0.000	0.000
	PROFIT AFTER TAX		2.081	1.843	[0.427]
Add	PREVIOUS YEARS’ BALANCE BROUGHT FORWARD		[17.205]	[19.048]	[18.621]
	BALANCE CARRIED TO THE B/S		[15.124]	[17.205]	[19.048]
	Earnings Per Share (Rs.)		1.45	--	--

Expected Sales (2010-2011) : Rs. 35.000 Millions

KEY RATIOS

PARTICULARS		31.03.2010	31.03.2009	31.03.2008
PAT / Total Income	(%)	9.38	13.91	[13.81]
Net Profit Margin (PBT/Sales)	(%)	12.61	23.37	[790.74]
Return on Total Assets (PBT/Total Assets}	(%)	13.34	9.43	[2.50]
Return on Investment (ROI) (PBT/Networth)		0.66	0.59	[0.12]
Debt Equity Ratio (Total Liability/Networth)		2.62	3.54	[5.62]
Current Ratio (Current Asset/Current Liability)		1.27	1.25	0.88

LOCAL AGENCY FURTHER INFORMATION

DETAILS OF SUNDRY CREDITORS

(Rs. in Millions)

Particulars	31.03.2010	31.03.2009	31.03.2008
Sundry Creditors
Suppliers	2.776	5.692	0.240

PARTIAL DETAILS OF SUNDRY CREDITORS

(Rs. in Millions)

Sundry Creditors	31.03.2010	31.03.2009	31.03.2008
AGECO	0.016	0.016	0.016
Anil Enterprises	0.054	0.054	0.054
Bhargava Traders	0.007	0.014	0.014
B R Raju	0.014	0.008	0.008
Choksi Contacts Udaipur	0.008	0.000	0.000
DS Tiwari and Company	0.040	0.042	0.000
GEI Industrial Systems and Call Private Limited	2.145	4.042	0.000
Harsh Electricals	0.005	0.001	0.008
HMT Limited	0.013	0.013	0.013

Trade References:

· BHEL

Perforamance:

The company has successful in its efforts for the turnaround of the company. The company witnesses a consideration growth of 102% in Net Sales and Other income to Rs. 22.175 Millions and 43% in EBIDTA to Rs. 3.808 Millions in the year 2009-10

Financial Highlights:

· Net Sales and Income from Operation increased by 102%

· EBIDTA increased by 43%

· Profit After Tax increased by 13%

Accomplishment:

Some of the major accomplishment of the company during the year as dated below:

· Successfully Executed trailed order from BHEL.

· Developed new range of products viz. Spring Hanger, Pipe Fittings.

Future Prospects:

The company has successful executed the trial order from BHEL and they expect good quantum of orders from BHEL in next years. The company is also trying to explore new markets for its products and also trying to get back the old esteemed customers.

Bankers Charges Report as per Registry

Name of the company	VEMA METALS AND CONDUCTORS LIMITED
Presented By	Joeboy F. Fernandes, Managing Director
1) Date and description of instrument creating the change	Deed of Hypothecation executed by the company on 14.11.1995
2) Amount secured by the charge/amount owing on the securities of charge	Working Capital limit of Rs. 7.200 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	All the fixed assets of the company i.e. land, building, plant and machinery situated at 32-E, Industrial Area, Govindpura, Bhopal and all raw material, stocks, spares and book debts whether lying loose or n cases or which are now lying or stored in or about or shall hereafter from time to time during the continuance of the security be brought into or upon or be stored or be in or about the company’s premises and godowns or wherever else the same may be or be held by any partly to the order or disposition of the on high seas or on order, or delivery, however and wheresoever n the possession of the company and either by way of substitution of addition.
4) Gist of the terms and conditions and extent and operation of the charge.	a) The Charge operates as First charge for all working capital, loan granted by State Bank of India, Industrial Estate Branch, Govindpura, Bhopal to the company/ to be granted by them in future to secure the due repayment by the company to SBI of its working capital limits of Rs. 7.200 Millions together with interest, further interest liquidated damages costs, charges, expenses and all other moneys payable by the company under the loan agreement. b) Interest as per RBI Guidelines. c) The company has undertaking to keep the hypothecated/ mortgaged goods in marketable and goods conditions at its own costs and to insure the same in the joint names of the company ands SBI. d) All the goods hypothecated and all realizations and unsurance proceeds thereof and all documents in respect of the said security are to be kept distinguishable and hold as the exclusive property fo SBI. e) The Security created under the said deed of hypothecation is to be a continuing security.
5) Name and Address and description of the person entitled to the charge.	State Bank of India, Industrial Estate Branch, Govindpura, Bhopal-462023, Madhya Pradesh, India
6) Date and brief description of instrument modifying the charge	Deed of Hypothecation executed by the company on 23.01.1998
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.	Credit limit increased from Rs. 18.800 Millions to Rs. 23.000 Millions

Fixed Assets

· Air Conditioner

· Computer

· Dies

· Electrical Installations

· Land and Building

· Office Equipments

· Plant and Machinery

· Tools

· Tubewell

· Vehicles

· Loose Equipments

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.45.58
UK Pound	1	Rs.72.79
Euro	1	Rs.62.01

SCORE & RATING EXPLANATIONS

SCORE FACTORS	RANGE	POINTS
HISTORY	1~10	5
PAID-UP CAPITAL	1~10	3
OPERATING SCALE	1~10	3
FINANCIAL CONDITION
--BUSINESS SCALE	1~10	3
--PROFITABILIRY	1~10	2
--LIQUIDITY	1~10	3
--LEVERAGE	1~10	3
--RESERVES	1~10	2
--CREDIT LINES	1~10	3
--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	NO
--AFFILIATION	YES/NO	NO
--LISTED	YES/NO	NO
--OTHER MERIT FACTORS	YES/NO	YES
TOTAL		27

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.