MIRA INFORM REPORT

Report Date :

16.05.2011

IDENTIFICATION DETAILS

Name :	GUPTA H. C. OVERSEAS (I) PRIVATE LIMITED
Registered Office :	425, Near Tube Well Colony, Buy Pass Road, Agra – 282007, Uttar Pradesh
Country :	India
Financials (as on) :	31.03.2010
Date of Incorporation :	25.04.2008
Com. Reg. No.:	20- 35071
Capital Investment / Paid-up Capital :	Rs.105.007 millions
CIN No.: [Company Identification No.]	U74900UP2008PTC035071
TAN No.: [Tax Deduction & Collection Account No.]	AGRG10907B
PAN No.: [Permanent Account No.]	AADCG1250E
Legal Form :	Private Limited Liability Company
Line of Business :	Manufacturer and Exporter of Ladies Leather Foot Wear.
No. of Employees :	600 (Approximately)

RATING & COMMENTS

MIRA’s Rating :

B (32)

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

Maximum Credit Limit :	USD 667000
Status :	Moderate
Payment Behaviour :	Slow but Correct
Litigation :	Clear
Comments :	Subject is a successor of a partnership concern, Gupta Overseas. It is an established company having moderate track. The company is progressing well. Trade relations are reported as fair. Business is active. Payments are reported to be slow but correct. The company can be considered for small to mediocre 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/ Factory :	425, Near Tube Well Colony, Buy Pass Road, Agra – 282007, Uttar Pradesh, India
Tel. No.:	91-562-2601500/ 4017900
Fax No.:	91-562-2600300
E-Mail :	info@guptaoverseas.com companyconsultants@rediffmail.com nirbhaymittal@rediffmail.com
Location :	Owned
Factory :	C-12 and C-13, Industrial Area, UPSIDC, Agra, Uttar Pradesh, India

DIRECTORS

(AS ON 30.09.2010)

Name :	Mr. Ajay Gupta
Designation :	Director
Address :	O-9, Lawyer’s Colony, Agra- 282005, Uttar Pradesh, India
Date of Birth/Age :	07.01.1961
Date of Appointment :	25.04.2008
DIN No. :	02098510
Name :	Mr. Gopal Gupta
Designation :	Director
Address :	P-8, Lawyers Colony, Agra- 282005, Uttar Pradesh, India
Date of Birth/Age :	04.08.1956
Date of Appointment :	25.04.2008
DIN No. :	01615266
Name :	Mr. Chetan Gupta
Designation :	Director
Address :	P-8, Lawyers Colony, Agra- 282005, Uttar Pradesh, India
Date of Birth/Age :	07.08.1981
Date of Appointment :	25.04.2008
DIN No. :	02070596
Name :	Mr. Abhay Gupta
Designation :	Director
Address :	O-9, Lawyer’s Colony, Agra- 282005, Uttar Pradesh, India
Date of Birth/Age :	02.06.1964
Date of Appointment :	25.04.2008
DIN No. :	02070564
Name :	Mr. Rishi Gupta
Designation :	Director
Address :	P-8, Lawyers Colony, Agra- 282005, Uttar Pradesh, India
Date of Birth/Age :	10.09.1983
Date of Appointment :	24.11.2008
DIN No. :	02418088

KEY EXECUTIVES

Name :	Ms. Kanika Gupta
Designation :	Company Secretary
Address :	34/52/1A/3A, Anurag Nagar, Balkeshwar, Agra – 282004, Uttar Pradesh, India
Date of Birth/Age :	15.06.1988
Date of Appointment :	05.08.2010

MAJOR SHAREHOLDERS / SHAREHOLDING PATTERN

(AS ON 30.09.2010)

Names of Shareholders	No. of Shares
Gopal Gupta	3000000
Abhay Gupta	5000000
Bina Gupta	1000000
Ajay Gupta	500000
Chetan Gupta	400000
Ritu Gupta	210000
Akshta Gupta	90000
Arpit Gupta	100
H.C Gupta (HUF)	100
Rishi Gupta	300000
H.C Gupta	100
Shushila Gupta	100
Gopal Gupta (HUF)	100
Abhay Gupta (HUF)	100
Ajay Gupta (HUF)	100
Total	10500700

(AS ON 30.09.2010)

Category	Percentage
Directors or relatives of directors	100.00
Total	100.00

BUSINESS DETAILS

Line of Business :

Manufacturer and Exporter of Ladies Leather Foot Wear.

GENERAL INFORMATION

Customers :

Wholesaler

· Andra HK Buying Office Limited

· Bronx Fashion B.V.

· Geox Asia Pacific Limited

· Gold Rush S.A.

· Jimmi Dexta Pty Limited

· Mesquida Y Garcia S.A., Spain

· Solutions Com A/S

· Tempe S.A, Spain

· The Florida Group Limited, UK

· Warwick T/A Dune

Suppliers :

· Aadi Fashion, Greater Noida

· Abnashi Leather Store, Agra

· Alvin Leather Crafts (Private) Limited, Kanpur

· Amar Nath and Sons, Agra

· Apollo Interfabs Private Limited, New Delhi

· Arkay Leathers (Private) Limited, Chennai

· Bajali Enterprises, Delhi

· Bhadawar Sales Corporation

· C S Leather, Agra

· Chandra Brothers, Agra

· Cord India Company, Agra

· DDML Overseas, Agra

· Duerre Welt (India) Private Limited, Noida

· Eagle Forging Private Limited, Noida

· Eskay Elastics (Private) Limited, Agra

· Fibretech Leather (Private) Limited

· Flowline India (Private) Limited, Delhi

· G S Traders, Agra

· Jay Pee Traders, Agra

· Jay International, Agra

· Krishna Lal and Sons, Agra

· M R Footwear, Agra

· Madhulica Enterprises, Agra

No. of Employees :

600 (Approximately)

Bankers :

· Bank of India, Agra Mid Corporate Branch, 49/50, Sulabh Puram, Sikandra Bodla Road, Agra – 282007, Uttar Pradesh, India

· HDFC Bank

· Indusind Bank Limited

· Punjab National Bank

· State Bank of India

Facilities :

Secured Loans	31.03.2010 (Rs. In Millions)	31.03.2009 (Rs. In Millions)
On Working Capital
Bank of India (New FBP account)	103.258	56.632
Bank of India (PCL Account No.21)	244.695	86.600
(Secured against hypothecation of stock of raw material, stock in process, finished goods, by products and guaranteed by directors and second pari passu charge on fixed assets of the company)
On Term Loans
Bank of India Term Loans (A/C 725465410000001)	3.105	7.907
Bank of India Term Loans (A/C 725465410000004)	5.261	7.500
Bank of India Term Loans (A/C 725465410000005)	32.832	41.667
Bank of India Term Loans (A/C 725465410000006)	1.386	5.037
(Secured against mortgaged, hypothecation of factory building, land, plants and machinery and first charge on all fixed assets of the company)
Total	390.537	205.343
Unsecured Loans	31.03.2010 (Rs. In Millions)	31.03.2009 (Rs. In Millions)
From Directors	28.069	32.735
From Members (Share Holders)	8.418	8.450
Total	36.487	41.185

Banking Relations :	--
Auditors :
Name :	Sahib P. Satsangee and Company Chartered Accountant
Address :	63, Nehru Nagar, Agra – 282002, Uttar Pradesh, India
Tel. No.:	91-562-3293796/ 2520053
Fax No.:	91-562-2520053

CAPITAL STRUCTURE

As on 31.03.2010

Authorised Capital :

No. of Shares	Type	Value	Amount
15000000	Equity Shares	Rs.10/- Each	Rs.150.000 millions

Issued, Subscribed & Paid-up Capital :

No. of Shares	Type	Value	Amount
10500700	Equity Shares	Rs.10/- Each	Rs.105.007 millions

FINANCIAL DATA

[all figures are in Rupees Millions]

ABRIDGED BALANCE SHEET

SOURCES OF FUNDS		31.03.2010	31.03.2009
SHAREHOLDERS FUNDS
1] Share Capital		105.007	105.004
2] Share Application Money		0.000	0.000
3] Reserves & Surplus		61.699	27.106
4] (Accumulated Losses)		0.000	0.000
NETWORTH		166.706	132.110
LOAN FUNDS
1] Secured Loans		390.537	205.343
2] Unsecured Loans		36.487	41.185
TOTAL BORROWING		427.024	246.528
DEFERRED TAX LIABILITIES		0.000	0.000
TOTAL		593.730	378.638
APPLICATION OF FUNDS
FIXED ASSETS [Net Block]		334.916	339.339
Capital work-in-progress		8.572	0.000
INVESTMENT		0.000	0.000
DEFERREX TAX ASSETS		0.000	0.000
CURRENT ASSETS, LOANS & ADVANCES
	Inventories	96.685	34.928
	Sundry Debtors	153.102	81.736
	Cash & Bank Balances	142.923	19.819
	Other Current Assets	0.000	0.000
	Loans & Advances	80.505	57.561
Total Current Assets		473.215	194.044
Less : CURRENT LIABILITIES & PROVISIONS
	Sundry Creditor	170.242	107.781
	Other Current Liabilities	13.156	1.104
	Provisions	39.575	46.595
Total Current Liabilities		222.973	155.480
Net Current Assets		250.242	38.564
MISCELLANEOUS EXPENSES		0.000	0.735
TOTAL		593.730	378.638

PROFIT & LOSS ACCOUNT

	PARTICULARS		31.03.2010	31.03.2009
	SALES
		Income	1418.614	1638.168
		Other Income	133.775	142.709
		Prior Period Income	0.000	0.043
		TOTAL (A)	1552.389	1780.920
Less	EXPENSES
		Increase/ (Decrease) in Stock	(31.168)	39.670
		Raw Material Consumed	902.957	1010.792
		Shoes/Retail Purchase	13.497	31.836
		Manufacturing Expenses	294.345	280.785
		Payment to and for Employees	16.710	12.221
		Research and Development Expenses	15.973	20.373
		Administrative Expenses	70.569	76.789
		Selling and Distribution Expenses	129.113	156.747
		Preliminary Expenses Written off	0.735	0.184
		TOTAL (B)	1412.731	1629.397
Less	PROFIT BEFORE INTEREST, TAX, DEPRECIATION AND AMORTISATION (A-B) (C)		139.658	151.523
Less	FINANCIAL EXPENSES (D)		31.100	40.659
	PROFIT BEFORE TAX, DEPRECIATION AND AMORTISATION (C-D) (E)		108.558	110.864
Less/ Add	DEPRECIATION/ AMORTISATION (F)		50.472	48.474
	PROFIT BEFORE TAX (E-F) (G)		58.086	62.390
Less	TAX (H)		23.493	35.285
	PROFIT AFTER TAX (G-H) (I)		34.593	27.105
Add	PREVIOUS YEARS’ BALANCE BROUGHT FORWARD		27.105	0.000
Less	APPROPRIATIONS
		Transfer to General Reserve	5.000	0.000
	BALANCE CARRIED TO THE B/S		56.698	27.105
	IMPORT VALUE		105.414	60.896
	EXPORT VALUE		1381.087	1589.755
	Earnings Per Share (Rs.)		3.71	2.91

KEY RATIOS

PARTICULARS		31.03.2010	31.03.2009
PAT / Total Income	(%)	2.23	1.52
Net Profit Margin (PBT/Sales)	(%)	4.09	3.81
Return on Total Assets (PBT/Total Assets}	(%)	7.19	11.70
Return on Investment (ROI) (PBT/Networth)		0.35	0.47
Debt Equity Ratio (Total Liability/Networth)		3.90	3.04
Current Ratio (Current Asset/Current Liability)		2.12	1.25

LOCAL AGENCY FURTHER INFORMATION

YEAR IN RETROSPECT

During the year, there was global recession in international market which affected all industries due to which there is decline in the sale volume of the Company by 12.9% in comparison of first year. In spite of that company’s production has been increased from previous year on basis of number of pairs of footwear produced during the year. The company continued to re- engineering of all its operations with a special locus to give best services to its customers and to improve its brand image. The overall performance of the Company showed considerable improvement as compared to previous year with net profit after tax of the company growing by 27.62% from previous year.

The directors expect that the initiatives undertaken will result in improvement of financial results in the coming years. During the year ending 31^st March 2010, the Company adopted a new strategy of opening retail division in domestic market in the second half of the year and its turnover during this period was Rs. 4.648 Millions along with heavy capital expenditures and investment. Directors of the Company expect that in coming years, the Company will overcome from these losses and will obtain a brand position by expanding its business.

EXPANSION AND DIVERSIFICATION:

The company is organising its business into Strategic Business Units (SBU’s) which are:

Manufacturing Division

The company has invested in resources in the factory to meet the stringent technical specifications of the footwear business and ensure that their products are being manufactured in best quality. The Company is expanding its business by focusing on international Market’s main brands such as DIESEL, ZARA MISS SIXTY, CLARKS etc. and supplying its best products over there according to their requirement.

The Company has a well organized Logistics Team which controls the distribution process and ensures the availability of footwear to all the worldwide customers on time. To support and deliver the growth projections, the company is strengthening its Logistics infrastructure through restructuring and consolidation of the clearing agents, introduction of fast prompt and safe transportation, reduction in transit lead-times, and more frequent deliveries to sea ports/ air ports/depots,

Retail Division:

During the middle of year, the Company has introduced itself in the domestic market according to other objects clause of the Memorandum of Association of Company by successfully opening 2 new retail shops/ outlets to introduce newly brands “ENROUTE AND MISS SIXTY” in different states of India like Mumbai, Delhi for proper storage and fast distribution. The object behind the entrance into Domestic market is to establish brand name and position of the Company as well as to capture the customers of footwear retail market of India.

All new shops/ outlets and stores are made according to international standards pursuing the latest retail designs and best quality furniture, which makes their stores the most well laid out and having the best display of their products.

FORM 8

This form is for	Modification of charge
Charge identification number of the modified	10115829
Corporate identity number of the company	U74900UP2008PTC035071
Name of the company	Gupta H.C. Overseas (I) Private Limited
Address of the registered office or of the principal place of business in India of the company	425, Near Tube Well Colony, Buy Pass Road, Agra- 282007, Uttar Pradesh, India
Type of charge	Immovable Property
Particular of charge holder	Bank of India, Agra Mid Corporate Branch, 49/50, Sulabh Puram, Sikandra Bodla Road, Agra – 282007, Uttar Pradesh, India
Nature of description of the instrument creating or modifying the charge	Deed for Extension of Equitable Mortgage (Oral Assent)
Date of instrument Creating the charge	28.02.2011
Amount secured by the charge	Rs.494.400 millions
Brief particulars of the principal terms an conditions and extent and operation of the charge	Rate of Interest EPC- upto 270 days @10.75% beyond 270 days @BR +5.50% min. 15% p.a. FBP- upto 6 mths @10.75% beyond 6 mths @BR +5.5% min. 15% p.a. TLs @4.00% over BR min 13.50% p.a. with monthly rests. Terms of Repayment EPC- on demand FBP- on demand Other Limits shall be repaid as prescribed in previous documents. Margin EPC- 25% FBP- Nil TL IV- 29.62% TL V- 25% LC- 25% Extent and Operation of the charge The Company's properties as mentioned hereunder in column no. 15 are mortgaged to secure financial limit of Rs. 494.400 Millions as follows: EPC Rs. 400.000 Millions FBP Rs. 400.000 Millions Max. Rs. 400.000 Millions TL Rs. 29.400 Millions LC Rs. 50.000 Millions Derivatives Rs. 15.000 Millions Total Rs. 494.400 Millions granted by Bank to the Borrower.
Short particulars of the property charged	Extension of Equitable Mortgage of Factory Land and Building (new) measuring 860 sq. meters at Khasra No. 425/1 Mauja Gailana, Bye Pass Road, Agra. Factory Land and Building (old) at Khasra No. 425, Mauja Gailana, Bye Pass Road, Agra. Property at Khasra No. 356, Mauja Gailana, Agra, measuring 1083.02 sq. mtrs. in the name of the Company. Land and Building at Khasra No. 423 Mauja Gailana Agra. Factory Land and Building situated at C-12 & C-13, Industrial Area, UPSIDC, Agra. Lease hold factory land and building from UPSIDC at B61/1 & B61/2 measuring 3036 sq meter and C-10, C-11, B60, B61 measuring 4320.50 sq. mtrs. at EPIP, Vill Lakhanpur, Indl. Area, UPSIDC, Agra.
Particulars of the present modification	On renewal, EPC and FBP has been enhanced to Rs. 40.000 Millions and LC has been enhanced to 50.000 Millions. Therefore, the overall financial limit has been enhanced from Rs. 474.900 Millions (inclusive of an adhoc limit of Rs. 75.000 Millions) to Rs. 494.400 Millions EPC- upto 270 days @10.75% beyond 270 days @BR +5.50% min. 15% p.a. FBP- upto 6 mths @10.75% beyond 6 mths @BR +5.5% min. 15% p.a. TLs @4.00% over BR min 13.50% p.a. with monthly rests. Other Terms and conditions remained the same.

FIXED ASSETS:

· Land

· Building

· Furniture and Fixture

· Electric Fan and Fitting

· Vehicles – Car

· Computers

· Shoe Lasts

· Plant and MAchienry

· Airt Conditioner

· Camera

· Fax Machine

· Generator

· Machinery

· Mobile Phone

· Scooter

· Television

· Typewriter

· Water Cooler

· Xerox Machine

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.44.91
UK Pound	1	Rs.73.05
Euro	1	Rs.64.03

SCORE & RATING EXPLANATIONS

SCORE FACTORS	RANGE	POINTS
HISTORY	1~10	5
PAID-UP CAPITAL	1~10	4
OPERATING SCALE	1~10	4
FINANCIAL CONDITION
--BUSINESS SCALE	1~10	3
--PROFITABILIRY	1~10	3
--LIQUIDITY	1~10	4
--LEVERAGE	1~10	3
--RESERVES	1~10	3
--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	YES
--AFFILIATION	YES/NO	NO
--LISTED	YES/NO	NO
--OTHER MERIT FACTORS	YES/NO	YES
TOTAL		32

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.