MIRA INFORM REPORT

Report Date :

11.07.2011

IDENTIFICATION DETAILS

Name :	GENESIS COLORS PRIVATE LIMITED (14.09.2001)
Formerly known As :	GENSIS RETAIL PRIVATE LIMITED
Registered Office :	3A -1 Rao Tula Ram Marg, New Delhi – 110 022
Country :	India
Financials (as on) :	31.03.2010
Date of Incorporation :	23.11.1998
Com. Reg. No.:	55-097184
Paid-Up Capital :	Rs. 317.082 Millions
CIN No.: [Company Identification No.]	U51311DL1998PTC097184
TAN No.: [Tax Deduction & Collection Account No.]	DELG04510C
Legal Form :	Private Limited Liability Company
Line of Business :	Manufacturer, Distribution, and Retail of couture, pret, fabrics, saris, scarves, ties, uniforms, corporate gifts, and accessories
No. of Employees :	300 (approximately)

RATING & COMMENTS

MIRA’s Rating :

Ba (47)

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

Maximum Credit Limit :	USD 6800000
Status :	Satisfactory
Payment Behaviour :	Usually correct
Litigation :	Clear
Comments :	Subject is an established company having satisfactory track. The company has incurred some losses in the current year. However, trade relations are reported as fair. Business is active. Payments are usually correct 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 – June 30, 2010

Country Name	Previous Rating (01.04.2010)	Current Rating (30.06.2010)
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 :	3A -1 Rao Tula Ram Marg, New Delhi – 110022, India
Tel. No.:	91-11-25181111 / 26165102
Fax No.:	91-11-25181112
E-Mail :	info@genesiscolors.com sanjay@genesiscolors.com jyoti@genesiscolors.com puneet@genesiscolors.com nalini@genesiscolors.com vikramg@jmfinancial.in dkothari@jmfinancial.in satyapaul@genesiscolors.net legal@gensiscolors.net
Website :	www.genesiscolors.com www.bwitch.com
Factory/ Corporate Office :	51-52, Udyog Vihar, Phase 4, Gurgaon – 122001, Haryana, India
Tel. No.:	91-124-4181111
Fax No.:	91-124-4181112
E-mail :	info@genesiscolors.com

DIRECTORS

As On 28.09.2010

Name :	Ms. Jyoti Mohan Narula
Designation :	Managing Director
Address :	E – 1/22, Vasant Vihar, New Delhi – 110021, India
Date of Birth/Age :	14.10.1964
Date of Appointment :	23.11.1998
DIN No.:	00333574
Name :	Mr. Puneet Nanda
Designation :	Managing Director
Address :	E-498, Greater Kailash – II, New Delhi – 110 048, India
Date of Birth/Age :	06.06.1968
Date of Appointment :	16.07.2001
DIN No.:	00333621
Name :	Mr. Sanjay Kapoor
Designation :	Managing Director
Address :	8/1, Shanti Niketan, New Delhi – 110021, India
Date of Birth/Age :	28.10.1967
Date of Appointment :	23.11.1998
DIN No.:	00264602
Name :	Mr. Mukesh Aghi
Designation :	Director
Address :	36, Poorvi Marg, Vasant Vihar, New Delhi – 110057, Delhi, India
Date of Birth/Age :	10.03.1956
Date of Appointment :	14.11.2007
DIN No.:	00292205
Name :	Mr. Naresh Kumar Malhotra
Designation :	Additional Director
Address :	No. 31, 2^nd Main, Defence Colony, Indira Nagar, Bangalore – 560 038, Karnataka, India
Date of Birth/Age :	05.06.1947
Date of Appointment :	13.06.2008
DIN No.:	00200322
Name :	Mr. Vikram Suhas Godse
Designation :	Director
Address :	132 Shaan Apartment, Kashinath Dhuru Road, Dadar, Mumbai-400028, Maharashtra, India
Date of Birth/Age :	27.02.1973
Date of Appointment :	13.06.2008
DIN No.:	00230548
Name :	Mr. Vishal Marwaha
Designation :	Additional Director
Address :	C-5/25, Vasant Kunj, New Delhi – 110070, Delhi, India
Date of Birth/Age :	26.11.1962
Date of Appointment :	29.10.2009
DIN No.:	00164204

KEY EXECUTIVE

Name :	Mr. Lakshmi Mahadevan
Designation :	Secretary
Address :	132 Shaan Apartment, Kashinath Dhuru Road, Dadar, Mumbai-400028, Maharashtra, India
Date of Birth/Age :	29.06.1965
Date of Appointment :	02.07.2008
Date of Cessation :	31.12.2009
Pan No.:	AFYPM3668M
Name :	Meenu Juneja
Designation :	Company Secretary
Address :	316 D, Pocket – II, Mayur Vihar, Phase - I, Delhi – 110091, India
Date of Birth/Age :	14.01.1972
Date of Appointment :	06.04.2010
Pan No.:	AFTPJ6146C

MAJOR SHAREHOLDERS

As On 28.09.2010

Names of Shareholders	No. of Shares
Sanjay Kapoor	499734
Jyoti Mohan Narula	316118
Puneet Nanda	153952
Deepak Mohan Narula	34100
Mayfield FVCI Limited – Mauritius	112318
Sequoia Capital India Growth Investments – Mauritius	339872
SVB India Capital Partners I, L.P.	24704
HEP Mauritius Limited	210272
ICP Holdings I – Mauritius	17083
Total	1708153
Preference Shares
Sequoia Capital India Growth Investments I	196364
SVB India Capital Partners I, L.P.	21818
Mayfield Fvci Limited	81818
Total	300000

As On 28.09.2010

Category	Percentage
Foreign holdings( Foreign institutional investor(s), Foreign companie(s) Foreign financial institution(s), Non-resident Indian(s) or Overseas Corporate bodies or Others	41.23
Directors or relatives of Directors	58.77
Total	100.00

BUSINESS DETAILS

Line of Business :

Manufacturer, Distribution, and Retail of couture, pret, fabrics, saris, scarves, ties, uniforms, corporate gifts, and accessories

Products :

Item Code No.	Product Description
6215	Ties, bow ties and cravats
5210	Woven fabrics of cotton containing less than 85% by weight of cotton mix
6204	Women’s suit blazers, blouses, jacket dress, skirt, trousers, breeches and short made of cotton, woolen silk

GENERAL INFORMATION

No. of Employees :	300 (approximately)
Bankers :	Citi Bank N.A., Jeevan VIhar, 3 Sansad Marg, New Delhi – 110001, Delhi, India The Hongkong and Shanghai Banking Corporation Limited Birla House, 25 Barakhamba Road, New Delhi – 110 001, India Indusind Bank Limited, Barakhamba Road, New Delhi Standard Chartered Bank, Credit Risk Control, New Delhi IDBI Bank Limited – IDBI Tower, WTC Complex, Cuffe Parade, Mumbai – 400005, Maharashtra, India

Facilities :	--
Banking Relations :	--
Auditors :
Name :	BSR and Associates Chartered Accountant
Address:	4B, DLF Corporate Park, DLF City, Phase III, Gurgaon – 122 002, Haryana, India
Tel. No.;	91-124-2549191
Fax No.:	91-124-2549101
Pan No.:	AADFB6899R
Associates (As On 31.03.2009) :	Genesis Colors Trading (L.L.C)
Subsidiaries :	EF Factors Events Private Limited CIN No. : U74140DL2005PTC136906 Genesis Life Style Events Private Limited CIN No. : U74999DL2007PTC159733 Genesis Luxury Fashion Private Limited CIN No. : U74994DL2007PTC168462

CAPITAL STRUCTURE

As on 31.03.2010

Authorised Capital :

No. of Shares	Type	Value	Amount
16500000	Equity Shares	Rs.10/- each	Rs.165.000 millions
300005	0.001% Compulsorily Convertible Series A Preference Shares	Rs. 1000/- each	Rs. 300.005 Millions
	Total		Rs. 465.005 Millions

Issued, Subscribed & Paid-up Capital :

No. of Shares	Type	Value	Amount
1708153	Equity Shares	Rs.10/- each	Rs.17.082 millions
300000	0.001% Compulsorily Convertible Series A Preference Shares	Rs. 1000/- each	Rs. 300.000 Millions
	Total		317.082 Millions

As on 28.09.2010

Authorised Capital : Rs. 465.005 Millions

Issued, Subscribed & Paid-up Capital : Rs. 317.536 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		317.082	315.529	15.528
2] Share Application Money		0.000	0.000	0.000
3] Reserves & Surplus		1394.208	818.088	564.717
4] (Accumulated Losses)		0.000	0.000	0.000
NETWORTH		1711.290	1133.617	580.245
LOAN FUNDS
1] Secured Loans		472.169	384.158	307.186
2] Unsecured Loans		19.434	13.047	7.487
TOTAL BORROWING		491.603	397.205	314.673
DEFERRED TAX LIABILITIES		0.000	0.000	0.000
TOTAL		2202.893	1530.822	894.918
APPLICATION OF FUNDS
FIXED ASSETS [Net Block]		174.820	157.958	112.316
Capital work-in-progress		44.408	40.969	38.938
INVESTMENT		383.096	299.796	1.043
DEFERREX TAX ASSETS		32.776	19.641	8.327
CURRENT ASSETS, LOANS & ADVANCES
	Inventories	829.051	680.092	389.485
	Sundry Debtors	715.735	420.258	202.904
	Cash & Bank Balances	12.399	18.447	5.610
	Other Current Assets	0.000	0.000	0.000
	Loans & Advances	579.652	367.628	267.407
Total Current Assets		2136.837	1486.425	865.406
Less : CURRENT LIABILITIES & PROVISIONS
	Sundry Creditors	231.869	147.190	100.853
	Other Current Liabilities	11.397	17.131	8.144
	Provisions	325.778	309.646	22.115
Total Current Liabilities		569.044	473.967	131.112
Net Current Assets		1567.793	1012.458	734.294
MISCELLANEOUS EXPENSES		0.000	0.000	0.000
TOTAL		2202.893	1530.822	894.918

PROFIT & LOSS ACCOUNT

	PARTICULARS		31.03.2010	31.03.2009	31.03.2008
	SALES
		Sales Turnover			891.983
		Service Income			16.727
		Other Income			10.232
		TOTAL (A)	1291.747	1553.508	918.942
Less	EXPENSES
		Manufacturing and Other Expenditure
		Administrative Expenses
		Advertising Expenses
		TOTAL (B)	1298.379	1151.650	720.139
Less	PROFIT BEFORE INTEREST, TAX, DEPRECIATION AND AMORTISATION (A-B) (C)				198.803
Less	FINANCIAL EXPENSES (D)				15.480
	PROFIT BEFORE TAX, DEPRECIATION AND AMORTISATION (C-D) (E)		NA	NA	183.323
Less/ Add	DEPRECIATION/ AMORTISATION (F)				19.240
	PROFIT BEFORE TAX (E-F) (G)		(6.632)	401.858	164.083
Less	TAX (I)		(2.471)	143.548	58.059
	PROFIT AFTER TAX (G-I) (J)		(4.161)	258.310	106.024
	PREVIOUS YEARS’ BALANCE BROUGHT FORWARD		505.681	247.373	NA
	BALANCE CARRIED TO THE B/S		501.520	505.681	NA
	EARNINGS IN FOREIGN CURRENCY
		Export Earnings		54.358	48.616
		Service Income		0.981	0.000
	TOTAL EARNINGS			55.339	48.616
	IMPORTS
		Raw Materials	NA	5.748	7.517
		Capital Goods		1.126	6.054
	TOTAL IMPORTS			6.874	13.571
	Earnings Per Share (Rs.)		(2.57)	166.34	70.74

KEY RATIOS

PARTICULARS		31.03.2010	31.03.2009	31.03.2008
PAT / Total Income	(%)	(0.32)	16.63	11.53
Net Profit Margin (PBT/Sales)	(%)	NA	NA	18.39
Return on Total Assets (PBT/Total Assets}	(%)	(0.29)	24.44	16.78
Return on Investment (ROI) (PBT/Networth)		0.00	0.35	0.28
Debt Equity Ratio (Total Liability/Networth)		0.62	0.77	0.77
Current Ratio (Current Asset/Current Liability)		3.76	3.14	6.60

LOCAL AGENCY FURTHER INFORMATION

OPERATIONAL HIGHLIGHTS OF THE YEAR AND FUTURE PROSPECTS:

The Company has reported Losses of Rs. 4.161 millions in the financial year 2009-10 as compared to net profits of Rs. 25.831 Millions in the financial year 2008-09. The major factor which resulted in loss is increase in costs/expenses viz., raw material cost increased by 20% which could not be passed by the Company to the customers, increase in rentals, and increase in custom duty rates. The Company’s profitability was also impacted by delay in opening of Malls, which caused delay in generation of revenue in 15 stores opened in the financial year 2009-10, where Company had spent huge amount on set up costs.

During the period the Company opened six Satya Pual stores - at Delhi, Hyderahad, Mumbai and Chennai and Bangalore. The Company also opened six SATYAPAUL Accessories Stores at Delhi, Mumbai, Pune and Thane and seven TIE RACK LONDON stores at Delhi, Mumbai, Pune, Kolkatta, Chennai and Bangalore. All the stores have been made fully operational.

During the period, the Company also significantly increased its presence by way of Shop in Shop arrangements for the brand “BWITCH” with various multi brand outlets including Lifestyle, Westside and Shoppers Stop and also managed to get entry in to another chain of retail stores namely, Lace. The exclusive showrooms for the brand were also opened at Saket and Vasant Kunj, New Delhi. Besides all this, the Company launched a very strong plus size range and nightwear as a category. The Company has also promoted BWlTCH as the first Indian Lingerie brand that has done extensive research on the Indian women to arrive at the appropriate sizing structure.

The Company has appointed distributors for its SATYAPAUL products in USA, Canada and UK.

During the year, the Company tied up with ITC to develop a new product line consisting of mainly western wear, designed by there in-house design team. It was a great success and was extremely well received by customers at all ITC outlets and registered best sales numbers out of all other such products available in such ITC outlets.

The Company has launched watches under the brand ‘SATYAPAUL’ under the aegis of its Accessories Division. One of the important potential markets being targeted is corporate gifting. The Company has also started selling saris for corporate gifting purposes in addition to accessories.

The Company launched new brand named ‘Maniza D for sale of mainly bridal wear i.e sarees, lehengas and chudidaar kurtas in SAMSAARA stores, which is the 4^th largest selling brand in the store. Many events were organized during the year, in which designers launched their new collection, in Delhi, Mumbai, Bangalore and Chandigarh as marketing initiative to promote the brand image and increase sale1.

The Company subsidiary i.e Genesis Luxury Fashion Private Limited did well in the current financial year with a remarkable growth in profits which stood at Rs. 73.434 millions as compared to the last year’s profits of Rs. 28.958 millions.

Form No. 8

Corporate identity number of the company	U51311DL1998PTC097184
Name of the company	GENESIS COLORS PRIVATE LIMITED
Address of the registered office or of the principal place of business in India of the company	3A -1 Rao Tula Ram Marg, New Delhi – 110 022, India
This form is for	Creation of charge
Type of charge	Book debts Movable property (not being pledge)
Particular of charge holder	IDBI Bank Limited – IDBI Tower, WTC Complex, Cuffe Parade, Mumbai – 400005, Maharashtra, India kv.parmar@idbi.co.in
Nature of instrument creating charge	Loan-Cum-Hypothecation Agreement
Date of instrument Creating the charge	30.05.2011
Amount secured by the charge	Rs.100.000 millions
Brief of the principal terms an conditions and extent and operation of the charge	· Rate Of Interest BBR+4% p.a. (BBR presently @9.5%) · Terms Of Repayment Yearly review, repayable on demand · Margin 25% on stocks and 40% on Debtors (Debtors up to 90 days) · Extent And Operation Of The Charge Hypothecation by way of first pari-passu charge on present and future current assets of the Company Hypothecation by way of first pari-passu charge on all Moveable fixed assets of the Company except those at Company's Manesar property.
Short Particulars of the property charged	First pari-passu charge on all Moveable fixed assets of the Company except those at Company's Manesar property. First pari-passu charge on present and future current assets of the Company

Fixed Assets:

- Freehold Land

- Furniture And Fixtures

- Vehicles

- Leasehold Improvements

- Computer equipments

- Office Equipments

- Trade Mark

- Software

- Plant and machinery

AS PER WEBSITE DETAILS

PROFILE:

Subject is the holding company of premier fashion labels - SATYA PAUL, DEEPIKA GEHANI, SHOBHAA DE cocktail sarees, BWITCH – premium lingerie brand and Samsaara.

Established in 2001, Subject has traversed borders and created new terrains in the ‘Business of Fashion’. GCPL is the first company in the sector to have obtained private equity, hence is not only the trendsetter but also a torchbearer for the Indian fashion industry.

Subject is modeled on the lines of international fashion conglomerates, a move that has paid rich dividends since the company now not only owns several Indian brands, but is also generating interest among international brands for partnerships, having recently tied up with Tie Rack London.

Subject is currently on a brand acquisition spree and is looking at introducing established luxury brands in the booming Indian high-end retail segment. It has effectively used multi brand stores and stand-alone boutiques to reach out to its discerning customer base both in India, as well as abroad. The labels that Subject has acquired again reiterate the company’s strategy to reach out to audiences across age and demographics.

Subject ensures that all its brands enjoy the widest reach possible through a synchronized pan India and international distribution network and also undertakes marketing initiatives for its brands.

Key members of the Subject team include Jyoti Narula, Sanjay Kapoor, Puneet Nanda and
Nalini Gupta.

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.44.32
UK Pound	1	Rs.70.74
Euro	1	Rs.63.64

SCORE & RATING EXPLANATIONS

SCORE FACTORS	RANGE	POINTS
HISTORY	1~10	6
PAID-UP CAPITAL	1~10	5
OPERATING SCALE	1~10	5
FINANCIAL CONDITION
--BUSINESS SCALE	1~10	5
--PROFITABILIRY	1~10	5
--LIQUIDITY	1~10	5
--LEVERAGE	1~10	5
--RESERVES	1~10	6
--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	NO
--AFFILIATION	YES/NO	YES
--LISTED	YES/NO	NO
--OTHER MERIT FACTORS	YES/NO	YES
TOTAL		47

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.