MIRA INFORM REPORT

Report Date :

10.06.2011

IDENTIFICATION DETAILS

Name :	WILHELMSEN SHIP MANAGEMENT (INDIA) PRIVATE LIMITED (w.e.f. 30.01.2008)
Formerly Known As :	BARBER SHIP MANAGEMENT (INDIA) PRIVATE LIMITED
Registered Office :	31/32, Apple Heitage, Plot No 54-C, Sir M V Road, Andheri (East), Mumbai – 400093, Maharashtra
Country :	India
Financials (as on) :	31.03.2010
Date of Incorporation :	04.08.1982
Com. Reg. No.:	11-027931
Capital Investment/ Paid-up Capital:	Rs. 0.500 Million
CIN No.: [Company Identification No.]	U35110MH1982PTC027931
TAN No.: [Tax Deduction & Collection Account No.]	MUMB00080D / MUMW03368B
PAN No.: [Permanent Account No.]	AAACW8017A
Legal Form :	Private Limited Liability Company
Line of Business :	Service Provider for Ship Management
No. of Employees :	Approximately 196 ( In Office 190, In Branches – 6)

RATING & COMMENTS

MIRA’s Rating :

Ba (49)

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

Maximum Credit Limit :	USD 200000
Status :	Satisfactory
Payment Behaviour :	Usually correct
Litigation :	Clear
Comments :	Subject is a well 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.

INFORMATION DECLINED BY

Name :	Mr. Jaime A Pereira
Designation :	Director
Date :	09.06.2011

LOCATIONS

Registered Office :	31/32, Apple Heitageplot No 54-C, Sir M V Road, Andheri (East), Mumbai – 400093, Maharashtra, India
Tel. No.:	91-22-30882750
Fax No.:	91-22-26870977
E-Mail :	jaime.pereira@wilhelmsen.com wsm.india@wilhelmsen.com
Website :	www.wilhelmsen.com
Area:	Owned
Branches :	Chennai 1ts Floor, Catholic Center, Ground Floor, 64, Armenian street, Chennai - 600 001, India Phone:  91 44 5638 2250 Fax:      91 44 2538 2280 E-mail: wsm.chennai@wilhelmsen.com Kochi 41/1029 - B, 1st Floor, Veekshanam Road, Kochi, 682018, Kerala, India Phone:  91 484 3233 160 Fax:      91 484 4023 093 E-mail: thomas.varkey@wilhelmsen.com Kolkata Flat-2D, Shivam Chamber, 53 Syed Amir Ali Avenue, Kolkata 700 019, West Bengal, India Phone:  91 33 4008 8505 Fax:      91 33 4008 8504 E-mail: wsm.kolkata@wilhelmsen.com New Dehli 10, Upper Gorund Floor, Arunachai Building, 19, Barakhamba Road, New Dehli - 110 001 India Phone:  91 11 2373 1615 Fax:       91 11 2372 2525 E-mail: wsm.newdelhi@wilhelmsen.com

DIRECTORS

As on 09.08.2010

Name :	Mr. Jaime Anslem Pereira
Designation :	Director
Address :	53, Cris CSM Road, Vakola Bridge, Santacruz (E), Mumbai – 400055, Maharashtra, India
Date of Birth :	03.07.1965
Date of Appointment :	01.02.2007
DIN No.:	01251292
Name :	Mr. Mee Yin Soong
Designation :	Director
Address :	16, Jalan Muttuara, Seputeh 1, Mutiara Seputeh – 58000 Kaula Lampur
Date of Birth :	20.08.1966
Date of Appointment :	14.04.1999
DIN No.:	00966518
Name :	Mr. Yashoverman Navin Sharma
Designation :	Whole Time Director
Address :	101, Ashoka – B, panch Marg, Versova, Mumbai – 400061, Maharashtra, India
Date of Birth/Age :	07.12.1953
Date of Appointment :	24.04.2009
DIN No.:	02624788

KEY EXECUTIVES

Name :	Mr. Christopher D’Souza
Designation :	Operations Manager
Date of Birth/Age :	51 Years
Qualification :	Marine Engineer
Experience :	20 Years
Date of Appointment :	07.01.1996
Last Employment :	Scindia Steam Navigation Company Private Limited
Name :	Mr. Bharat Hora
Designation :	Purchase Manager
Date of Birth/Age :	49 Years
Qualification :	Marine Engineer
Experience :	18 Years
Date of Appointment :	12.01.2004
Last Employment :	Appejay Shipping Limited
Name :	Mr. Nilesh
Designation :	Accounts

MAJOR SHAREHOLDERS / SHAREHOLDING PATTERN

As on 09.08.2010

Names of Shareholders	No. of Shares
Wilhelmsen Ship Management Holding Limited (HK), Central Hongkong	49999
Wilhelmsen Ship Management Limited (HK), Central Hongkong	1
Total	50000

Equity Share Breakup (Percentage of Total Equity)

AS ON 30.09.2010

Category	Percentage of Holding
Foreign holdings [Foreign institutional investors, Foreign Companies, Foreign Financial Institutions, Non-resident Indian or Overseas corporate bodies or others]	100.00
Total	100.00

BUSINESS DETAILS

Line of Business :	Service Provider for Ship Management
Products :	Manning Services Training Sourcing

GENERAL INFORMATION

Customers :

• Corporates

No. of Employees :

Approximately 196 ( In Office 190, In Branches – 6)

Bankers :

• Housing Development Finance Corporation Limited , Ramon House, 169 Backbay Reclamation, H T Parekh Marg, Mumbai – 400020, Maharashtra, India
• Bank of India

Facilities :

Secured Loans	31.03.2010 Rs. in Millions	31.03.2009 Rs. in Millions
Loan From Housing Development Finance Corporation Limited (Repayable within one year Rs. Nil Previous year Rs. 2.365 Millions) (Secured by Mortgaged of office previous year at 1^st Floor, Hiranandani Garden, Powai, Mumbai)	0.000	2.365
Vehicle Finance Loan (Repayable within one year Rs. 0.971 Millions (Previous year Rs. 0.712 Million) (Secured by hypothecation of vehicles)	1.953	1.913
Total	1.953	4.278
Unsecured Loans	31.03.2010 Rs. in Millions	31.03.2009 Rs. in Millions
Foreign Currency Loan from Wilhelmsen Ship Management Holding Limited at an interest rate of 4.5% p.a. repayable over a period of 30 years in equated monthly installments (Repayable within one year Rs. 2.828 Millions )	91.870	106.546
Total	91.870	106.546

Banking Relations :	--
Auditors :
Name :	Price Waterhouse and Company Chartered Accountants
Address :	252, Veer Savarkar Marg, Shivaji Park, Dadar (West), Mumbai – 400028, Maharashtra, India
Holding Company :	Wilhelmsen Ship Management Holding Limited (HK), Central Hongkong

CAPITAL STRUCTURE

AS ON 31.03.2010

Authorised Capital :

No. of Shares	Type	Value	Amount
50000	Equity Shares	Rs. 10/- each	Rs. 0.500 Million

Issued, Subscribed & Paid-up Capital :

No. of Shares	Type	Value	Amount
50000	Equity Shares	Rs. 10/- each	Rs. 0.500 Million

Note:

Of the above 49999 (Previous year 49999) Equity Shares of Rs. 10 each are held by Wilhelmsen Ship Management Holding Limited, Hong Kong the holding company and 1 (Previous year 1) Equity Shares of Rs. 10 each is held by Wilhelmsen Ship Management Limited (HK), Central Hongkong as nominee of the holding company.

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		0.500	0.500	0.500
2] Share Application Money		0.000	0.000	0.000
3] Reserves & Surplus		49.533	32.031	39.131
4] (Accumulated Losses)		0.000	0.000	0.000
NETWORTH		50.033	32.531	39.631
LOAN FUNDS
1] Secured Loans		1.953	4.278	10.262
2] Unsecured Loans		91.870	106.546	86.576
TOTAL BORROWING		93.823	110.824	96.838
DEFERRED TAX LIABILITIES		4.922	4.856	4.684
TOTAL		148.778	148.211	141.153
APPLICATION OF FUNDS
FIXED ASSETS [Net Block]		116.514	125.681	134.831
Capital work-in-progress		0.000	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	0.266	0.591	0.637
	Sundry Debtors	12.112	7.012	7.430
	Cash & Bank Balances	8.701	9.936	3.614
	Other Current Assets	0.000	0.000	0.000
	Loans & Advances	52.925	62.306	53.110
Total Current Assets		74.004	79.845	64.791
Less : CURRENT LIABILITIES & PROVISIONS
	Sundry Creditors	13.576	22.271	48.396
	Other Current Liabilities	13.780	23.637
	Provisions	14.384	11.407	10.073
Total Current Liabilities		41.740	57.315	58.469
Net Current Assets		32.264	22.530	6.322
MISCELLANEOUS EXPENSES		0.000	0.000	0.000
TOTAL		148.778	148.211	141.153

PROFIT & LOSS ACCOUNT

	PARTICULARS		31.03.2010	31.03.2009	31.03.2008
	SALES
		Income	166.841	172.097	162.736
		Other Income
		TOTAL	166.841	172.097	162.736
Less	EXPENSES
		Office Expenses
		Administrative Expenses	133.194	176.666	148.448
		Advertising Expenses
		Depreciation
		Financial Charges
		TOTAL	133.194	176.666	148.448
	PROFIT BEFORE TAX		33.647	[4.569]	14.288
Less	TAX		7.866	2.532	2.690
	PROFIT AFTER TAX		25.781	[7.101]	11.598
Add	PREVIOUS YEARS’ BALANCE BROUGHT FORWARD		0.295	7.396	[4.202]
Less	APPROPRIATIONS
		Transfer to General Reserve	2.578	--	--
		Proposed Final Dividend	7.100	--	--
		Tax on Proposed Final Dividend	1.179	--	--
	BALANCE CARRIED TO THE B/S		15.219	0.295	7.396
	Earnings Per Share (Rs.)		515.62	(142.00)	231.97

KEY RATIOS

PARTICULARS		31.03.2010	31.03.2009	31.03.2008
PAT / Total Income	(%)	15.45	(4.13)	7.13
Return on Total Assets (PBT/Total Assets}	(%)	17.66	(2.22)	7.16
Return on Investment (ROI) (PBT/Networth)		0.67	(0.14)	0.36
Debt Equity Ratio (Total Liability/Networth)		2.71	5.17	3.92
Current Ratio (Current Asset/Current Liability)		1.77	1.39	1.11

LOCAL AGENCY FURTHER INFORMATION

SUNDRY CREDITORS DETAILS:

(Rs. in Millions)

Particulars	31.03.2010	31.03.2009	31.03.2008
Sundry Creditors
- Micro and Small Enterprises	--	--	NA
- Others	13.576	22.271	NA
Total	13.576	22.271	NA

Form 8:

This form is for	Creation of charge
Corporate identity number of the company	U35110MH1982PTC027931
Name of the company	BARBER SHIP MANAGEMENT (INDIA) PRIVATE LIMITED
Address of the registered office or of the principal place of business in India of the company	31/32, Apple Heitageplot No 54-C, Sir M V Road, Andheri (East), Mumbai – 400093, Maharashtra, India
Type of charge	Immovable Property
Particular of charge holder	Housing Development Finance Corporation Limited Ramon House, 169 Backbay Reclamation, H T Parekh Marg, Mumbai – 400020, Maharashtra, India investorcare@hdefc.com
Nature of description of the instrument creating or modifying the charge	Memorandum of entry
Date of instrument Creating the charge	22.06.2007
Amount secured by the charge	Rs. 6.000 Millions
Brief particulars of the principal terms an conditions and extent and operation of the charge	Rate of Interest ROI on the loan is equipment to HDFC CPLR + 100 basis point. The said rate of interest is payable monthly. Terms of Repayment The loan is payable in EMIs is due and payavke ib 31.07.2007. The tenure of loan is 24 months commencing form 01.07.2007 Extent and Operation of the charge The charge operates a security for the loan granted by HDFC to the company.
Short particulars of the property charged	Non-residential Premises bearing Unit No. 101 on the first floor admeasuring appx. 4000 sq. ft. or thereabouts in the building known as Sigma situated at Hiranandani Gardens, Powai, Mumbai - 400076

Fixed Assets:

• Computer Software
• Office Premises
• Leasehold Improvements
• Office Equipments
• Computers
• Furniture and Fixture
• Vehicles

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.44.72
UK Pound	1	Rs.73.47
Euro	1	Rs.65.38

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	5
--LIQUIDITY	1~10	6
--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	no
--LISTED	YES/NO	no
--OTHER MERIT FACTORS	YES/NO	yes
TOTAL		49

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.