MIRA INFORM REPORT

Report Date :

24.10.2011

IDENTIFICATION DETAILS

Name :	BRINTONS CARPETS ASIA PRIVATE LIMITED
Registered Office :	Plot No. 414/ 415/ 416, Village Urwade, Taluka Mulshi, District Pune – 412 108, Maharashtra
Country :	India
Financials (as on) :	31.03.2010
Date of Incorporation :	21.10.1997
Com. Reg. No.:	11-014590
Capital Investment / Paid-up Capital :	Rs.340.000 Millions
CIN No.: [Company Identification No.]	U17226PN1997PTC014590
IEC No.:	398048479
TAN No.: [Tax Deduction & Collection Account No.]	PNEB02333C
PAN No.: [Permanent Account No.]	AAACB7059H
Legal Form :	Private Limited Liability Company
Line of Business :	Manufacturers and Sale of Machine made Axminister Woven Carpets and Spun Yarn.
No. of Employees :	430 [Approximately]

RATING & COMMENTS

MIRA’s Rating :

Ba (45)

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

Maximum Credit Limit :	USD 3078224
Status :	Satisfactory
Payment Behaviour :	Usually Correct
Litigation :	Clear
Comments :	Subject is an established company having satisfactory track. There appears a dip in the profitability of the company. However 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 PARTED BY

Name :	Mr. Sachin Pawar
Designation :	Finance Manager
Contact No.:	91-8605013398
Date :	22.10.2011

LOCATIONS

Registered / Corporate Office / Factory :	Plot No. 414/ 415/ 416, Village Urwade, Taluka Mulshi, District Pune-412108, Maharashtra, India
Tel. No. :	91-20-66758220/22929208/229292216/65101398
Mobile No.:	91-8605013398 [Mr. Sachin Pawar]
Fax No.:	91-20-22929233/ 24101396/66758233
Email :	shreekant@brasia.com gpalbal@brasia.com
Website :	www.brintons.net
Area:	24 Acres
Location :	Owned
Sales Office :	Luhia Jain, IT Park, Kothrud, Pune, Maharashtra, India (w.e.f 01.11.2011)
Overseas Offices :	Located At: · Singapore · Sanghai · Brunei · Tamuning · Hong Kong · Indonesia · Japan 1020083 · Kazakhstan · Seoul · Malaysia · Philippines · Russia, · Colombo · Korea · Taiwan · Vietnam

DIRECTORS

As on 31.03.2010

Name :	Mr. Gururaj Purshottam Albal
Designation :	Managing Director
Address :	79, Revenue Colony, Shahu Park, Kolhapur – 416004, Maharashtra, India
Date of Birth/Age :	14.08.1953
Date of Appointment :	04.09.2007
Name :	Mr. Peter John Sverre Johnsen
Designation :	Chairman
Address :	34, A Newick Avenue, Little Aston, West Midlands Sutton Coldfield B743DA
Date of Birth/Age :	19.01.1955
Date of Appointment :	02.02.2006
Name :	Mr. Philip Ellis
Designation :	Director
Address :	24, Lady Meadow Denstone, Uttoxester UK 145EY
Date of Birth/Age :	10.09.1955
Date of Appointment :	13.02.2008
Name :	Mr. Madhukar Mayyala Kamath
Designation :	Director
Address :	602, Sunflower, Royal Complex, Eksar Road, Borivali (East), Mumbai-400 092, Maharashtra, India
Date of Birth/Age :	27.11.1959
Date of Appointment :	06.11.2008

KEY EXECUTIVES

Name :	Mr. Harish Ramlal Maheshwari
Designation :	Company Secretary
Address :	O-1/3, Jai Vijayshree CHS, Goregaon (West), Mumbai-400 090, Maharashtra, India
Date of Birth/Age :	03.11.1966
Date of Appointment :	01.04.2008
Name :	Mr. Sachin Pawar
Designation :	Finance Manager

MAJOR SHAREHOLDERS / SHAREHOLDING PATTERN

As on 31.03.2010

Names of Shareholders	No. of Shares
Brintons Limited, UK	3399997
Brintons Holding Limited, UK	3
Total	3400000

As on 31.03.2010

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 :

Manufacturers and Sale of Machine made Axminister Woven Carpets and Spun Yarn

Products :

Item Code No. (ITC Code)	5702 31 10
Product Description	Axminister Woven Carpets
Item Code No. (ITC Code)	5109 10 90
Product Description	Spun Yarn

Exports :

Products :

Axminster Carpets

Countries :

UK

Imports :

Products :

Fibre and Dies and Chemicals

Countries :

UK

Terms :

Selling :

L/C

Purchasing :

L/C

PRODUCTION STATUS (As On 31.03.2010)

Particulars	Unit	Installed Capacity	Actual Production
Machine made Woven Woolen Carpets	SOR MTR	1250000	781196
Yarn	KGS	2250000	2199700

GENERAL INFORMATION

suppliers :

Tannate Chemical

Customers :

· Brinton Limited

· Taj Group

· Meriyet Group

No. of Employees :

430 [Approximately]

Bankers :

· Bank of Baroda, CFS Mantri Court Ambedkar Road, Pune, Maharashtra, India

· Allahabad Bank, Laxmi Road, Kunte Chowk, Pune, Maharashtra, India.

Facilities :

Secured Loans :	As on 31.03.2010 Rs. in Millions	As on 31.03.2009 Rs. in Millions
Term loan from bank 28,898303 (Secured by first charge on land, building and other fixed assets )	28.898	0.000
Other loans from bank – Cash export credit facilities (Secured by first pari passu charge on current asset and second pari passu charge on movable and immovable fixed assets both present and future)	118.941	0.000
Total	147.839	0.000

Unsecured Loans :	As on 31.03.2010 Rs. in Millions	As on 31.03.2009 Rs. in Millions
From other than banks External commercial borrowing from Britons Limited, UK	54.320	123.168
Total	54.320	123.168

Note : 350.000 millions Fund Base and Non Fund Base

Banking Relations :	-
Auditors :
Name :	Bharat S. Raut and Company Chartered Accountants
Address :	703, 7^th Floor, Goderej Castlemaine, Next to ruby hall clinic, Bund Garden Road, Pune - 411001, Maharashtra, India
Tel No :	91-20-30585764/ 65
Fax No :	91-20-30585775
E-Mail :	rkhasnis@kpmg.com
Associates/Subsidiaries :	· Brinton Private Limited · Brinton Limited, Portugal · Brinton Inc., Missisippi, U.S.A. · Smith Godfellow Limited, Cheshire, U. K.
Holding Company :	Brintons Limited, UK

CAPITAL STRUCTURE

As on 31.03.2010

Authorised Capital :

No. of Shares	Type	Value	Amount
3400000	Equity Shares	Rs.100/- each	Rs.340.000 Millions

Issued, Subscribed & Paid-up Capital :

No. of Shares	Type	Value	Amount
3400000	Equity Shares	Rs.100/- each	Rs.340.000 Millions

1. of the above 3,399,997 equity shares are held by Brintons Limited, UK (the holding company) and 3 equity shares are held by Brintons Overseas Holding Limited.

2. Of the above shares, 1,753,557 shares are allotted as fully paid-up shares pursuant to a contract for consideration other than cash.

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		340.000	340.000	340.000
2] Share Application Money		0.000	0.000	0.000
3] Reserves & Surplus		429.556	393.984	388.134
4] (Accumulated Losses)		0.000	0.000	0.000
NETWORTH		769.556	733.984	728.134
LOAN FUNDS
1] Secured Loans		147.839	0.000	0.000
2] Unsecured Loans		54.320	123.168	95.854
TOTAL BORROWING		202.159	123.168	95.854
DEFERRED TAX LIABILITIES		18.847	36.681	20.541
TOTAL		990.562	893.833	844.529
APPLICATION OF FUNDS
FIXED ASSETS [Net Block]		466.317	491.438	479.999
Capital work-in-progress		3.648	28.305	53.333
INVESTMENT		0.000	0.000	0.000
DEFERREX TAX ASSETS		0.000	0.000	0.000
CURRENT ASSETS, LOANS & ADVANCES
	Inventories	203.522	194.423	195.177
	Sundry Debtors	369.370	280.469	278.129
	Cash & Bank Balances	17.195	37.817	13.984
	Other Current Assets	0.000	0.000	0.000
	Loans & Advances	68.354	32.079	45.719
Total Current Assets		658.441	544.788	533.009
Less : CURRENT LIABILITIES & PROVISIONS
	Sundry Creditors	86.262	131.654	178.460
	Other Current Liabilities	28.274	20.296	16.156
	Provisions	23.308	18.748	27.196
Total Current Liabilities		137.844	170.698	221.812
Net Current Assets		520.597	374.090	311.197
MISCELLANEOUS EXPENSES		0.000	0.000	0.000
TOTAL		990.562	893.833	844.529

PROFIT & LOSS ACCOUNT

	PARTICULARS		31.03.2010	31.03.2009	31.03.2008
	SALES
		Income	924.770	1069.094	965.082
		Other Income	58.110	12.010	14.547
		TOTAL (A)	982.880	1081.104	979.629
Less	EXPENSES
		Cost of Goods Sold		600.437	543.373
		Administration Expenses		222.648	163.936
		Manufacturing Expenses	872.580	141.851	122.715
		Other Expenditure		4.261	0.000
		TOTAL (B)	872.580	969.197	830.024
Less	PROFIT BEFORE INTEREST, TAX, DEPRECIATION AND AMORTISATION (A-B) (C)		110.300	111.907	149.605
Less	FINANCIAL EXPENSES (D)		5.080	5.266	6.230
	PROFIT BEFORE TAX, DEPRECIATION AND AMORTISATION (C-D) (E)		105.220	106.641	143.375
Less/ Add	DEPRECIATION/ AMORTISATION (F)		71.480	78.488	73.878
	PROFIT BEFORE TAX (E-F) (G)		33.740	28.153	69.497
Less	TAX (H)		(1.830)	22.595	3.650
	PROFIT AFTER TAX (G-H) (I)		35.570	5.558	65.847
	EARNINGS IN FOREIGN CURRENCY		624.068	911.194	860.733
	IMPORTS
		Raw Materials	399.755	506.599	478.168
		Stores & Spares	24.430	16.608	0.000
		Capital Goods	26.149	16.608	9.963
	TOTAL IMPORTS		450.334	539.815	488.131
	Earnings Per Share (Rs.)		10.46	1.63	19.45

Particulars	31.03.2011
Sales Turnover [Approximately]	1060.000

Expected Sales (2011-12) : Rs.1390.000 Millions.

The above information has been parted by Mr. Sachin Pawar.

KEY RATIOS

PARTICULARS		31.03.2010	31.03.2009	31.03.2008
PAT / Total Income	(%)	3.62	0.51	7.09
Net Profit Margin (PBT/Sales)	(%)	3.65	2.63	7.20
Return on Total Assets (PBT/Total Assets}	(%)	3.00	2.72	6.86
Return on Investment (ROI) (PBT/Networth)		0.04	0.04	0.09
Debt Equity Ratio (Total Liability/Networth)		0.44	0.400	0.46
Current Ratio (Current Asset/Current Liability)		4.78	3.19	2.40

LOCAL AGENCY FURTHER INFORMATION

SUNDRY CREDITORS

(Rs. In millions)

Particulars	31.03.2010	31.03.2009	31.03.2008
Dues to Micro and Small Enterprises under MSMED Act	0.487	0.312	0.000
Other Creditors	85.775	131.342	178.460
Total	86.262	131.654	178.460

Check List by Info Agents	Available in Report (Yes / No)
1) Year of Establishment	Yes
2) Locality of the firm	Yes
3) Constitutions of the firm	Yes
4) Premises details	Yes
5) Type of Business	Yes
6) Line of Business	Yes
7) Promoter’s background	--
8) No. of employees	Yes
9) Name of person contacted	Yes
10) Designation of contact person	Yes
11) Turnover of firm for last three years	Yes
12) Profitability for last three years	--
13) Reasons for variation <> 20%	--
14) Estimation for coming financial year	Yes
15) Capital in the business	Yes
16) Details of sister concerns	Yes
17) Major suppliers	Yes
18) Major customers	Yes
19) Payments terms	Yes
20) Export / Import details (if applicable)	Yes
21) Market information	--
22) Litigations that the firm / promoter involved in	--
23) Banking Details	Yes
24) Banking facility details	Yes
25) Conduct of the banking account	--
26) Buyer visit details	--
27) Financials, if provided	No
28) Incorporation details, if applicable	--
29) Last accounts filed at ROC	--
30) Major Shareholders, if available	--

NOTE:

The registered office of the company has been shifted from Sant Singh Mokha’s Bunglow, 60 Anand Park, Street No.2, Aundh, Pune – 411 007, India to the present address w.e.f. 28.07.1999

BACKGROUND

Subject was incorporated on 21 October 1997 as a 100% export oriented unit ('EOU'). During the current year, the Company has deregistered itself from being an EOU. The entire share capital of the Company is held by Brintons Limited, UK and Brintons Overseas Holding Limited.

The Company manufactures and sells Axminster Carpets. In 2003, the Company commenced the manufacture and sale of spun yam. A substantial portion of BRASIA's production is sold to Brintons Limited UK and the remainder is sold in the local market. The manufacturing facility of BRASIA is located at Pirangut, Pune.

The Company also renders IT enabled design, planning and estimation services to Brintons Limited, UK in connection with manufacture of carpets.

REVIEW OF OPERATIONS AND OUTLOOK

The turnover of the Company during the year decreased from Rs. 1069.09 Millions to Rs.924.770 millions. This is mainly due to strengthening of India Rupee against GBP and under utilisation of looms waiting for confirmation of order from Delhi International Airports Limited (DIAL). The profit after tax was better at Re. 35.57 Millions as against Re. 5.55 Millions in the previous year. During the year, company implemented the largest single order in its history of 176,000 Sq Metres of carpets for DIAL. The order was successfully completed and delivered during the year.

The company has deregistered as an EOU during the year and has become a DTA unit. The recessionary trends continued during the year. The demand for our products was sluggish due to world economic conditions. We are expecting the demand to increase as the current year progresses.

To conserve the resources, your directors have decided not to declare any

FOREIGN EXCHANGE

The company had earned a total foreign exchange of Rs. 691.710 millions as against previous year figure of Rs. 974.830 millions and incurred expenditure in foreign exchange on account of imports of capital goods, raw material, and other totaling to Rs. 453.690 millions against previous year figure of Rs. 555.480 millions

FORM 8

Corporate identity number of the company	U17226PN1997PTC014590
Name of the company	BRINTONS CARPETS ASIA PRIVATE LIMITED
Address of the registered office or of the principal place of business in India of the company	Plot No. 414/ 415/ 416, Village Urwade, Talluka Mulshi, District Pune – 412108, Maharashtra, India
This form is for	Modification of charge
Charge identification number of the modified	10190763
Type of charge	Immovable Property
Particular of charge holder	Allahabad Bank, First Floor, Sevasadan Society, Kunte Chowk, Laxmi road, Pune-411 030, Maharashtra, India
Nature of description of the instrument creating or modifying the charge	Letter of Mortgagor Confirming deposit of title deeds dated 04/03/2010
Date of instrument Creating the charge	04.03.2010
Amount secured by the charge	Rs.200.000 Millions
Brief particulars of the principal terms an conditions and extent and operation of the charge	Rate of Interest PLR minus 1%, per annum (below Allahabad Bank's prime lending rate) with monthly rests Terms of Repayment 1. Term Loan for - Five Years 2. To be repaid in 20 quarterly installments of Rs.5.000 millions each, repayable after one month from the date of initial Disbursement. 3. Monthly interest has to be serviced every month. Margin 51.34% Extent and Operation of the charge first charge on the property mortgaged by way of deposit of title deed (Equitable Mortgage) Others Limits are to be reviewed on 16/10/2010
Particulars of the present modification	By this modification, total charge stands increased to Rs.200.000 millions. New facility of Term Loan for Rs.100.000 millions is sanctioned against the equitable mortgage of title deeds of property under charge as first charge (more specifically given in Schedule B as attached this form). Over and above Existing Limits which comprises of working capital limit- Rs.6.000 millions and non fund based limit (BG/LC)-Rs.40.000 millions remains unchanged along with all the charge/s as it is. Total Limit now is Rs.200.00 0 millions.

FIXED ASSETS:

• Land
• Building
• Plant and machinery
• Furniture and fixtures
• Vehicles
• Computer Equipments

Trade References:

· Brinton Limited

· Taj Group

· Meriyet Group

· Tannate Chemical

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.50.07
UK Pound	1	Rs.79.15
Euro	1	Rs.69.04

SCORE & RATING EXPLANATIONS

SCORE FACTORS	RANGE	POINTS
HISTORY	1~10	5
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		45

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.