MIRA INFORM REPORT

Report Date :

05.11.2011

IDENTIFICATION DETAILS

Name :	WFB BAIRD AND COMPANY INDIA PRIVATE LIMITED
Registered Office :	1081 / 1075, Millenium Towers – II, 10the Level, Netaji Subhash Place, Behind Pizza Hut, Pitam Pura, New Delhi 110034, India
Country :	India
Financials (as on) :	30.04.2010
Date of Incorporation :	27.07.2004
Com. Reg. No.:	127903
Capital Investment / Paid-up Capital :	Rs.48.409 millions
CIN No.: [Company Identification No.]	U51909DL2004PTC127903
Legal Form :	Private Limited Liability Company
Line of Business :	Manufacturer and Seller of Linen Fabrics
No. of Employees :	700 Approximately

RATING & COMMENTS

MIRA’s Rating :

Ba (48)

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

Maximum Credit Limit :	USD 2327464
Status :	Satisfactory
Payment Behaviour :	Usually Correct
Litigation :	Clear
Comments :	Subject is a subsidiary of WFB Baird and Company, Ireland. It is a well established company having satisfactory track records. The company is progressing well. 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 – September 30, 2011

Country Name	Previous Rating (30.06.2011)	Current Rating (30.09.2011)
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 :	1081 / 1075, Millenium Towers – II, 10the Level, Netaji Subhash Place, Behind Pizza Hut, Pitam Pura, New Delhi 110034, India
Tel. No.:	91-484-2413313
Fax No.:	91-484-2413315
E-Mail :	Jinu.wfbcochin@gmail.com wfbcochin@vsnl.net paul.manjooran@gmail.com Stephen.logan@bairsmcnutt.com
Website :	http://www.bairdmcnutt.com
Factory :	Plot 45, CSEZ, Kakkanad, Cochin – 682037, Kerala, India
Tel No.:	91-484-2413313/ 14/ 53/ 54
Fax No.:	91-484-2413315
Email :	wfbcochin@vsnl.net wfbcochin@eth.net
Website :	http://www.bairdmcnutt.com

DIRECTORS

AS ON 30.10.2010

Name :	Mr. James William Baird
Designation :	Director
Address :	Cullo House, 12 Clogher, Hillsborough, County Down, Northern Ireland, UK
Date of Birth/Age :	12.12.1957
Date of Appointment :	27.07.2004
Name :	Mr. Hugh Burgoyne Baird
Designation :	Director
Address :	Ballee House, Downpatrick County Down, Northern Ireland, UK
Date of Birth/Age :	07.12.1952
Date of Appointment :	27.07.2004
Name :	Mr. Bipin Sehgal
Designation :	Director
Address :	Ground Floor, C- 102, Greater Kailash – 1, New Delhi – 110048, India
Date of Birth/Age :	04.02.1963
Date of Appointment :	27.07.2004
DIN No.:	00379715

Other Directorship

S.No.	CIN	Name of the Company	Current designation of the director	Date of appointment at current designation	Original date of appointment	Date of cessation	Company Status	Defaulting status
1	U51909DL2004PTC127903	Wfb Baird And Company India Private Limited	Director	27/07/2004	27/07/2004	-	Active	NO

Name :	Mr. Paul Manjooran
Designation :	Director
Address :	18/393, Manjooran House, Main Road, S 3 Sakthi Nagar, Tripunithura, Ernakulam – 682301, Kerala, India
Date of Birth/Age :	25.05.1945
Date of Appointment :	05.10.2006
DIN No.:	00793194

Other Directorship

S.No.	CIN	Name of the Company	Current designation of the director	Date of appointment at current designation	Original date of appointment	Date of cessation	Company Status	Defaulting status
1	U51909DL2004PTC127903	Wfb Baird And Company India Private Limited	Director	05/10/2006	05/10/2006	-	Active	NO

Name :	Mr. Stephen Logan
Designation :	Additional Director
Address :	5, Wynfort, Lodge, Moira, Craigavon, BT 670 Q.T UK
Date of Birth/Age :	24.12.1964
Date of Appointment :	23.01.2009
DIN No.:	02465722

Other Directorship

S.No.	CIN	Name of the Company	Current designation of the director	Date of appointment at current designation	Original date of appointment	Date of cessation	Company Status	Defaulting status
1	U51909DL2004PTC127903	Wfb Baird And Company India Private Limited	Managing director	17/02/2010	23/01/2009	-	Active	NO

KEY EXECUTIVES

Name :	Mrs. Jinu John Jacob
Designation :	Secretary
Date of Appointment :	14.09.2009

MAJOR SHAREHOLDERS / SHAREHOLDING PATTERN

AS ON 30.10.2010

Names of Shareholders	No. of Shares
WFB Baird and Company Limited, Ireland	4840980
John Hanna Limited, United Kingdom	1
Total	4840981

AS ON 30.10.2010

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]		100.00
	Total	100.00

BUSINESS DETAILS

Line of Business :

Manufacturer and Seller of Linen Fabrics

Products :

Products	Item Code No.
Lines Fabrics	530929

PRODUCTION STATUS

AS ON 30.04.2010

Particulars	Unit	Actual Production
Greige Fabrics	Yards	6678060
Fabrics	Yards	6539034

GENERAL INFORMATION

No. of Employees :

700 Approximately

Bankers :

State Bank of India, Overseas Branch, Kochi, Indira Gandhi Road, Willingdon Island, Cochin 682003, Kerala, India

Facilities :

Rs. In Millions

SECURED LOAN	31.03.2010	31.03.2009
Working capital facilities from State Bank of India (Secured by way of first charge on the current assets, fixed assets and leasehold rights of the Company and is further guaranteed by M/s. Electroedit Limited., UK)	40.913	0.000
Term loan for purchase of vehicle (Secured by way of hypothecation of the vehicle)	0.420	0.000
Total	41.333	0.000
UNSECURED LOAN
External Commercial Borrowings ('ECB') *	4.449	4.991
Interest accrued and due on above	54.880	60.821
* ECB repayable within one year	Nil	Nil
Total	59.329	65.812

Banking Relations :	--
Auditors :
Name :	G Joseph and Associates Chartered Accountant
Address :	37/2038, Muttathil Lane, Kadavanthara, Cochin 682020, Kerala, India
Holding Company:	WFB Baird and Company Limited, United Kingdom
Ultimate Holding Company:	Electroedit Limited, United Kingdom
Fellow Subsidiaries:	· OU Parnu Linavabrik, Estonia · WFB Baird Poland Sp Z.O.O, Poland · John Hanna Limited, United Kingdom
Associates:	McNutts of Donegal, Ireland

CAPITAL STRUCTURE

AS ON 30.10.2010

Authorised Capital :

No. of Shares	Type	Value	Amount
41000000	Equity Shares	Rs. 10 each	Rs.410.000 millions

Issued, Subscribed & Paid-up Capital :

No. of Shares	Type	Value	Amount
4840981	Equity Shares	Rs. 10 each	Rs.48.409 millions

Of the above

48,40,980 (Previous year - 48,40,980) Equity shares of Rs. 10 each are held by WFB Baird and Company Limited, UK and one share is held by John Hanna Limited, UK.

FINANCIAL DATA

[all figures are in Rupees Millions]

ABRIDGED BALANCE SHEET

SOURCES OF FUNDS		30.04.2010	30.04.2009	30.04.2008
SHAREHOLDERS FUNDS
1] Share Capital		48.409	48.409	8.306
2] Share Application Money		0.000	0.000	0.000
3] Reserves & Surplus		533.457	447.903	0.000
4] (Accumulated Losses)		0.000	0.000	(4.814)
NETWORTH		581.866	496.312	3.492
LOAN FUNDS
1] Secured Loans		41.333	0.000	0.000
2] Unsecured Loans		59.329	65.812	329.045
TOTAL BORROWING		100.662	65.812	329.045
DEFERRED TAX LIABILITIES		15.302	3.496	0.000
TOTAL		697.830	565.620	332.537
APPLICATION OF FUNDS
FIXED ASSETS [Net Block]		494.137	532.259	524.620
Capital work-in-progress		21.413	5.814	3.830
INVESTMENT		0.000	0.000	0.000
DEFERREX TAX ASSETS		0.000	0.000	0.000
CURRENT ASSETS, LOANS & ADVANCES
	Inventories	267.798	197.709	338.940
	Sundry Debtors	402.011	368.237	1464.679
	Cash & Bank Balances	54.104	7.838	9.585
	Other Current Assets	3.378	1.570	1.276
	Loans & Advances	7.127	7.732	9.677
Total Current Assets		734.418	583.086	1824.157
Less : CURRENT LIABILITIES & PROVISIONS
	Sundry Creditors	538.669	541.562	1955.648
	Other Current Liabilities	4.671	10.755	60.318
	Provisions	8.798	3.222	4.104
Total Current Liabilities		552.138	555.539	2020.070
Net Current Assets		182.280	27.547	(195.913)
MISCELLANEOUS EXPENSES		0.000	0.000	0.000
TOTAL		697.830	565.620	332.537

PROFIT & LOSS ACCOUNT

PARTICULARS		30.04.2010
SALES		1313.090
EXPENSES		1215.455
PROFIT BEFORE TAX		106.503
PROFIT AFTER TAX		85.554
EARNINGS IN FOREIGN CURRENCY
	Export Earnings	1210.461
IMPORTS
	Raw Materials	791.384
	Stores & Spares	4.896
	Capital Goods	29.940
Earnings Per Share (Rs.)		17.67

KEY RATIOS

PARTICULARS		31.03.2010	31.03.2009	31.03.2008
PAT / Total Income	(%)	NA	NA	NA
Net Profit Margin (PBT/Sales)	(%)	8.11	NA	NA
Return on Total Assets (PBT/Total Assets}	(%)	8.66	NA	NA
Return on Investment (ROI) (PBT/Networth)		0.18	NA	NA
Debt Equity Ratio (Total Liability/Networth)		1.14	1.25	672.71
Current Ratio (Current Asset/Current Liability)		1.33	1.04	0.90

LOCAL AGENCY FURTHER INFORMATION

OPERATIONS

During the year, the Company achieved a turnover of Rs. 1313.100 millions. The operations of the Company resulted in an operating profit after tax of Rs. 85.600 millions. The directors are confident of even better results in the coming year.

BACKGROUND AND NATURE OF OPERATIONS

Subject was incorporated on July 27, 2004. The Company is a wholly owned subsidiary of WFB Baird and Company Limited, UK (‘WFB UK’ or ‘the parent company’). The Company is engaged in the manufacture and sale of linen fabrics and is located in the Cochin Special Economic Zone, Kerala.

NOTE:

The Registered Office of the company has been shifted from Ground Floor, C – 102, Greater Kailash – 1, New Delhi – 110048, India to the present address w.e.f. 13.03.2009

FIXED ASSETS:

• Building
• Plant and Machinery
• Vehicles
• Office Equipment
• Furniture and Fitting
• Laboratory Equipment
• Electrical Installment
• Computers

FORM 8

Corporate identity number of the company	U51909DL2004PTC127903
Name of the company	WFB BAIRD AND COMPANY INDIA PRIVATE LIMITED
Address of the registered office or of the principal place of business in India of the company	1081 / 1075, Millenium Towers – II, 10the Level, Netaji Subhash Place, Behind Pizza Hut, Pitam Pura, New Delhi 110034, India
This form is for	Modification of charge
Type of charge	Any interest in Immovable property Book debts Movable property (not being pledge)
Particular of charge holder	State Bank of India, Overseas Branch, Kochi, Indira Gandhi Road, Willingdon Island, Cochin 682003, Kerala, India Email: sbi.00967@sbi.co.in
Nature of instrument creating charge	Letter of sanction of credit facilities dated September 2, 2011 for realigning the limits of various credit facilities and increasing the charge to Rs. 480 millions.
Date of instrument Creating the charge	02.09.2011
Amount secured by the charge	Rs. 480.000 millions
Brief of the principal terms an conditions and extent and operation of the charge	Rate of interest 1.5% above base rate, i.e., presently 11.50% per annum Terms of repayment Repayable on demand Margin 10% Extent and operation of the charge a. Mortgage of the immovable properties - both present and future in the name of the company b. First charge by way of hypothecation of the borrower's entire goods, movables and other assets present and future including documents of title to the goods and other assets.
Short particulars of the property charged (Including location of the property)	EM over leasehold rights of Plot No .45 admeasuring 16739.68 sq.mtrs (4.13 acres) in Re.Sy.No.240/1 in the CSEZ, of Vazhakala Village, Kanayannur Taluk, Ernakulam, leased by Dev. Commissioner, CSEZ EM over leasehold rights Plot No.25 measuring 10692.72(2.64 acres) in Re.Sy.No.235/1,235/2,236/1 and 238/1 (6.77 acres) in the CSEZ, of Vazhakala Village, Kanayannur Taluk, Ernakulam, leased by DC, CSEZ First Charge over the entire Current Assets of the Company, both present and future including documents of title to goods,outstanding moneys,receivables etc. First Charge over the entire Fixed assets of the Company both present and future
Date of instrument modifying the charge	02.06.2010
Particulars of the present modification	Realignment of credit limits of various credit facilities and increasing the charge over the leasehold rights, book debts, other current assets and all movable assets of the Company to Rs. 480 millions .

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] 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.49.08
UK Pound	1	Rs.78.65
Euro	1	Rs.67.79

SCORE & RATING EXPLANATIONS

SCORE FACTORS	RANGE	POINTS
HISTORY	1~10	5
PAID-UP CAPITAL	1~10	6
OPERATING SCALE	1~10	6
FINANCIAL CONDITION
--BUSINESS SCALE	1~10	6
--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		48

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.