MIRA INFORM REPORT

Report Date :

18.07.2011

IDENTIFICATION DETAILS

Name :	SARA INTERNATIONAL LIMITED
Formerly Known As :	SARA TECHNICAL SERVICES PRIVATE LIMITED
Registered Office :	A-31 Hauz Khas, New Delhi – 110 016
Country :	India
Financials (as on) :	31.03.2010
Date of Incorporation :	21.09.1973
Com. Reg. No.:	55-6854
Capital Investment / Paid-up Capital :	Rs.165.275 millions
CIN No.: [Company Identification No.]	U74140DL1973PLC006854
TAN No.: [Tax Deduction & Collection Account No.]	DELS28442B
PAN No.: [Permanent Account No.]	AAACS1878B
Legal Form :	A Closely Held Public Limited Liability Company
Line of Business :	International Trading of Agro Commodities, Steel and its Raw Materials, Textiles, Garments, Precious Metals and Petro-Chemical Products.
No. of Employees :	1500 Approximately

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 2500000
Status :	Satisfactory
Payment Behaviour :	Regular
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 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 :	A-31 Hauz Khas, New Delhi – 110 016, India
Tel. No.:	91-11-26851340 / 26517134 / 26517138 / 26517127
Fax No.:	91-11-26517127 / 26517241
E-Mail :	sara@sara-intl.com deepit@sara-intl.com
Website :	http://www.sara-intl.com http://www.saragroup.co.in
Sara Group :	Sara House, B – 8, Sector – 4, Noida – 201301, Uttar Pradesh, India
Tel No.:	91-120-4667272
Fax No.:	91-120-4667299
Email :	info@sara-intl.com
Website :	http://www.saragroup.co.in
Branches :	Located at : · Ludhiana, Punjab · Mumbai, Maharashtra · Chandigarh · Visakhapatnam, Andhra Pradesh · Kandla · Karur, Tamilnadu · New Delhi · Panipat, Haryana · Ahmedabad, Gujarat · Surat, Gujarat
Overseas Offices:	Located at : · Zagreb · Dubai · Melbourne
Overseas Associates Offices:	Located at: · Muscat · Cleveland · Budapest · Sharjah · Belgrade · HongKong

DIRECTORS

As on 30.09.2010

Name :	Mr. Chandan Singh
Designation :	Chairman
Address:	1030, Sector 8-C, Chandigarh – 160009, Punjab, India
Date of Birth/Age :	06.03.1921
Date of Appointment :	28.06.1996
DIN No. :	00035699
Name :	Mr. Devinder Pal Singh
Designation :	Managing Director
Address:	S -99, Panchsheel Park, New Delhi – 110 017, India
Date of Birth/Age :	07.10.1952
Date of Appointment :	05.11.1988
DIN No. :	00035519
Name :	Mrs. Abha Singh
Designation :	Director
Address:	S -99, Panchsheel Park, New Delhi – 110 017, India
Date of Birth/Age :	20.09.1956
Date of Appointment :	30.09.1992
DIN No. :	00035566
Name :	Mr. Deepit Singh
Designation :	Director
Address:	S -99, Panchsheel Park, New Delhi – 110 017, India
Date of Birth/Age :	13.10.1978
Date of Appointment :	01.11.1997
DIN No. :	00035623
Name :	Mr. Tushar Singh
Designation :	Whole Time Director
Address:	S -99, Panchsheel Park, New Delhi – 110 017, India
Date of Birth/Age :	15.04.1983
Date of Appointment :	01.11.2007
DIN No. :	02274509
Name :	Mrs. Indira Banga
Designation :	Director
Date of Appointment :	28.06.1996

KEY EXECUTIVES

Name :	Garima Duggal
Designation :	Company Secretary
Address :	B-428, Second Floor, Green Fields, Faridabad – 121 004, Haryana, India
Date of Birth/Age :	25.07.1979
Date of Appointment :	18.06.2008
Date of Ceasing :	15.04.2009
Name :	Mr. Pramod Kumar Gupta
Designation :	Company Secretary
Address :	C-10/183, Yamuna Vihar, Delhi – 110 053, India
Date of Birth/Age :	10.07.1973
Date of Appointment :	24.07.2009
Date of Ceasing :	12.11.2010
PAN No. :	AAPPG7425A

MAJOR SHAREHOLDERS / SHAREHOLDING PATTERN

As on 30.09.2010

Names of Shareholders	No of Shares
Devinder Pal Singh	10002080
Abha Singh	4048000
Chandan Singh	17600
Deepit Singh	35200
H S Banga	13200
Tushar Singh	2200
Indra Banga	327200
Anand Julka	303054
Appriciated Exim Private Limited, India	416500
In Style Infrastructure Private Limited, India	446500
Celebration Infrabuild Private Limited, India	523500
Sarthi Infrabuild Private Limited	392500
Total	16527534

As on 30.09.2010

Equity Share Breakup	Percentage of Holding
Category
Foreign holdings [Foreign institutional investors, Foreign Companies, Foreign Financial Institutions, Non-resident Indian or Overseas corporate bodies or others]	3.81
Bodies corporate	10.77
Directors or relatives of directors	85.42
Total	100.00

BUSINESS DETAILS

Line of Business :

International Trading of Agro Commodities, Steel and its Raw Materials, Textiles, Garments, Precious Metals and Petro-Chemical Products.

Products :

Products Description	Item Code No.:
Trading of Iron Ore Fines	2601.11.30 and 2601.11.40
Trading of Met coke	2701.19.10
Trading of Prime Cold Rolled Steel Strips	7226.99.52

GENERAL INFORMATION

No. of Employees :

1500 Approximately

Bankers :

· Punjab National Bank,

CC 21, Nehru Enclave, Opposite Nehru Place, New Delhi – 110019, Delhi, India

· ICICI Bank Limited

· Corporation Bank

· Habib Bank, Dubai

Facilities :

Secured Loans	As on 31.03.2010 Rs. in millions	As on 31.03.2009 Rs. in millions
Short Term Working Capital Loans from Banks
a) Packing Credit (Secured against R.R./ GR'S of approved transport covering consignment of finished goods meant for export and first charge on the fixed and current assets (both present and future) and personal guarantee of the Directors.)	786.537	617.248
b) Cash Credit (Secured against pledge of warehouse stock and personal guarantee of the directors)	0.000	5.805
c) Bills Discounting (Secured against bills discounted by respective banks)	88.314	0.000
d) Short term loan (Secured against FDR)	185.000	0.000
Term Loan from Banks (Secured against First charge on the Railway Wagons, pari passu charge on block assets/ immovable property and personal guarantee of the directors)	188.974	226.366
Car Loan
Car Loan (Hypothecation against car)	0.965	0.000
Total	1249.790	849.419

Note:

Amount repayable within one year Rs.1121.038 millions

Banking Relations :	Satisfactory
Auditors :
Name :	ASP and Company Chartered Accountant
Address :	11A, Gobind Mansion, 2^nd Floor, H Block, Connaught Circus, New Delhi – 110 001, Delhi, India
Enterprise over which significant influences exists :	· Sara Textiles Limited · Gopalpur Ports Limited · Sara Universal Private Limited · Magnum Resources Private Limited · Sara Star Shipping and Logistics Limited · Kirti International · Sara Developers

CAPITAL STRUCTURE

As on 30.09.2010

Authorised Capital :

No. of Shares	Type	Value	Amount
25000000	Equity Shares	Rs.10/- each	Rs.250.000 millions

Issued, Subscribed & Paid-up Capital :

No. of Shares	Type	Value	Amount
19799724	Equity Shares	Rs.10/- each	Rs.197.997 millions

As on 31.03.2010

Authorised Capital :

No. of Shares	Type	Value	Amount
25000000	Equity Shares	Rs.10/- each	Rs.250.000 millions

Issued, Subscribed & Paid-up Capital :

No. of Shares	Type	Value	Amount
16527534	Equity Shares (Of the above, 12836800 equity shares, fully paid up have been issued as bonus shares by capitalization of the general reserve)	Rs.10/- each	Rs.165.275 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		165.275	165.275	155.269
2] Share Application Money		32.722	137.426	118.006
3] Reserves & Surplus		436.258	424.931	329.534
4] (Accumulated Losses)		0.000	0.000	0.000
NETWORTH		634.255	727.632	602.809
LOAN FUNDS
1] Secured Loans		1249.790	849.419	739.262
2] Unsecured Loans		0.000	0.000	0.000
TOTAL BORROWING		1249.790	849.419	739.262
DEFERRED TAX LIABILITIES		3.298	0.000	4.114
TOTAL		1887.343	1577.051	1346.185
APPLICATION OF FUNDS
FIXED ASSETS [Net Block]		359.884	317.401	254.118
Capital work-in-progress		0.000	38.735	0.600
INVESTMENT		380.340	359.070	363.827
DEFERREX TAX ASSETS		0.000	0.389	0.000
CURRENT ASSETS, LOANS & ADVANCES
	Inventories	671.142	674.353	526.982
	Sundry Debtors	862.423	233.377	171.580
	Cash & Bank Balances	405.376	108.636	87.942
	Other Current Assets	1.860	0.587	0.125
	Loans & Advances	320.289	294.638	262.609
Total Current Assets		2261.090	1311.591	1049.238
Less : CURRENT LIABILITIES & PROVISIONS
	Sundry Creditors	863.880	341.281	200.677
	Other Current Liabilities	243.306	105.928	119.141
	Provisions	6.785	2.926	1.780
Total Current Liabilities		1113.971	450.135	321.598
Net Current Assets		1147.119	861.456	727.640
MISCELLANEOUS EXPENSES		0.000	0.00	0.000
TOTAL		1887.343	1577.051	1346.185

PROFIT & LOSS ACCOUNT

	PARTICULARS		31.03.2010	31.03.2009	31.03.2008
	SALES
		Sales	4975.381	4015.349	4102.899
		Interest Earned	3.534	2.062	3.657
		Other Income	157.145	30.714	37.804
		TOTAL (A)	5136.060	4048.125	4144.360
Less	EXPENSES
		Purchases	4352.402	3355.313	3230.578
		Employees Remuneration and Benefits	27.010	35.456	28.220
		Administrative and Other Expenses	72.769	103.745	37.803
		Selling and Distribution Expenses	488.638	471.754	839.140
		Increase / (Decrease) in Stocks	3.211	(147.371)	(288.198)
		TOTAL (B)	4944.030	3818.897	3847.543
Less	PROFIT BEFORE INTEREST, TAX, DEPRECIATION AND AMORTISATION (A-B) (C)		192.030	229.228	296.817
Less	INTEREST AND FINANCIAL CHARGES (D)		112.613	176.129	86.150
	PROFIT BEFORE TAX, DEPRECIATION AND AMORTISATION (C-D) (E)		79.417	53.099	210.667
Less/ Add	DEPRECIATION/ AMORTISATION (F)		39.769	38.919	42.084
	PROFIT BEFORE TAX AND PRIOR PERIOD ITEMS		39.648	14.180	168.583
Less	PRIOR PERIOD ITEMS		1.051	0.112	0.070
	PROFIT BEFORE TAX (E-F) (G)		38.597	14.068	168.513
Less	TAX (H)		13.897	8.727	60.259
	PROFIT AFTER TAX (G-H) (I)		24.700	5.341	108.254
Less	INCOME TAX / FRINGE BENEFIT TAX FOR PREVIOUS YEAR		13.373	0.000	0.000
	NET PROFIT FOR THE YEAR		11.327	5.341	108.254
Add	PREVIOUS YEARS’ BALANCE BROUGHT FORWARD		27.668	22.327	5.613
Less	APPROPRIATIONS
	Interim Dividend		0.000	0.000	35.301
	Tax on Interim Dividend		0.000	0.000	6.239
	Amount Transferred to General Reserve		0.000	0.000	50.000
	BALANCE CARRIED TO THE B/S		38.995	27.668	22.327
	EARNINGS IN FOREIGN CURRENCY		1743.151	967.190	2183.612
	IMPORTS		2070.911	173.094	540.347
	Earnings Per Share (Rs.) Basic Diluted		0.69 0.67	0.33 0.30	7.54 7.21

KEY RATIOS

PARTICULARS		31.03.2010	31.03.2009	31.03.2008
PAT / Total Income	(%)	0.48	0.13	2.61
Net Profit Margin (PBT/Sales)	(%)	0.78	0.35	4.11
Return on Total Assets (PBT/Total Assets}	(%)	1.47	0.86	12.93
Return on Investment (ROI) (PBT/Networth)		0.06	0.02	0.28
Debt Equity Ratio (Total Liability/Networth)		3.73	1.79	1.76
Current Ratio (Current Asset/Current Liability)		2.03	2.91	3.26

LOCAL AGENCY FURTHER INFORMATION

FUTURE OUTLOOK

The Company is looking for new avenues to increase its turnover as well as revenue and also venturing into new products.

FORM 8

Corporate identity number of the company	U74140DL1973PLC006854
Name of the company	SARA INTERNATIONAL LIMITED
Address of the registered office or of the principal place of business in India of the company	A-31 Hauz Khas, New Delhi – 110 016, India
This form is for	Modification of charge
Charge identification (ID) number of the charge to be modified	10126273
Type of charge	· Immovable property · Movable property (not being pledge) · Others o Furniture Fixtures and Movable Assets
Particular of charge holder	Punjab National Bank, CC 21, Nehru Enclave, Opposite Nehru Place, New Delhi – 110019, Delhi, India
Nature of instrument creating charge	Agreement For Foreign Currency Term Loan
Date of instrument Creating the charge	24.05.2011
Amount secured by the charge	Rs.105.000 millions
Brief of the principal terms an conditions and extent and operation of the charge	Rate of Interest Interest @ 0.50%+0.50% p.a. i.e. 15% p.a. with monthly rest. present BPLR is 14% p.a. Terms of Repayment Repayable in 20 equal quarterly installment commencing after a gestation period of six months from the date of first disbursement Margin 25% Extent and Operation of the charge The charge operates as security as pari passu first charge Others This is to secure term loan of Rs.105.000 millions
Short particulars of the property or asset(s) charged (including complete address and location of the property)	· Hyp of assets i.e. Land and building at B8, sector 4 Noida (U.P.) Wooden furniture, electrical fittings, SFF, computers etc. Both present and future and all mov assets · Equitable mortgage of immovable property of the company situated at Noida. · Hyp of movable assets forming part of fixed/block assets i.e. All plant/machinery, SFF, computers, electrical fittings, ac etc. Present and future
Particulars of the present modification	The bank has sanctioned a foreign currency loan of USD 2.13 million (being equivalent to INR 98.000 millions appx.) workable within the 2 term loans already sanctioned to the company for six months. the intrest on FCL is libor (6 months) plus 7.50 bps of the foreign currency in which the loan is availed.

CONTINGENT LIABILITIES

Particulars	As on 31.03.2010 Rs. in millions	As on 31.03.2009 Rs. in millions
Gurantee issue by the banks for which Counter Guarantees have been given by the Company	32.174	65.363
Corporate Guarantee given to banks on behalf of Sara Textiles Limited, a Company under the same Management	1032.200	566.600
Total	1064.374	631.963

FIXED ASSETS

· Land

· Building

· Residential Flat

· Vehicles

· Furniture and Fixtures

· Computers

· Office Equipments

· Electricity and Fittings

· Railway Rakes / Wagons

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.44.53
UK Pound	1	Rs.71.91
Euro	1	Rs.62.98

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	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	NO
--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.