MIRA INFORM REPORT

Report Date :

15.09.2011

IDENTIFICATION DETAILS

Name :	BISAZZA INDIA PRIVATE LIMITED
Formerly Known As :	BISAZZA INDIA LIMITED
Registered Office :	Survey No. 372/ 2, Near Gail and GIDC Office, Village Budasan, Kadi, Mehsana - 382715, Gujarat
Country :	India
Financials (as on) :	31.03.2010
Date of Incorporation :	22.05.1995
Com. Reg. No.:	04-26006
Capital Investment / Paid-up Capital :	Rs.202.640 Millions
CIN No.: [Company Identification No.]	U26102GJ1995PTC026006
TAN No.: [Tax Deduction & Collection Account No.]	AHMB02227B
PAN No.: [Permanent Account No.]	AAACB2684G
Legal Form :	Private Limited Liability Company.
Line of Business :	Manufacturers of Glass Mosaic Tiles
No. of Employees :	Not Available

RATING & COMMENTS

MIRA’s Rating :

Ba (47)

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

Maximum Credit Limit :	USD 4000000
Status :	Satisfactory
Payment Behaviour :	Usually Correct
Litigation :	Clear
Comments :	Subject is a well established company having satisfactory track. There appears some losses being incurred by the company in the current year i.e. 2009-10. However, networth appears to be satisfactory. 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 Classificat4ion
Insignificant	A1
Low	A2
Moderate	B1
High	B2
Very High	C1
Restricted	C2
Off-credit	D

LOCATIONS

Registered Office/ Factory :	Survey No. 372/ 2, Near Gail and GIDC Office, Village Budasan, Kadi, Mehsana 382 715, Gujarat
Tel. No.:	91-2764-262119/ 242309
Fax No.:	91-2764-262118
E-Mail :	bszkadi@bisazza.com raghuveer.bhati@bisazza.com
Website :	http://www.bisazz.it
Head Sales Office :	224/ 226/ 228, Solaris, C Wing, Opposite Larsen and Toubro Gate No.6, Saki Vihar Road, Andheri (East), Mumbai – 400 072, Maharashtra, India
Branch Office :	P-13, 2^nd Floor, South Extension, Part 2, New Delhi 110 049, India
Tel. No.:	91-11-26252574
Fax No.:	91-11-51640060

DIRECTORS

(AS ON 29.09.2010)

Name :

Mr. Giampiero Renato Bisazza

Designation :

Chairman

Address :

Contra’ Piazza Castello 16, Vicenza I36100, Italy

Date of Birth/Age :

08.05.1955

Date of Appointment :

11.12.2000

DIN No.:

00110899

Other Directorship : 

S.No.	CIN	Name of the Company	Current designation of the director	Date of appointment at current designation	Original date of appointment	Company Status	Defaulting status
1	U26102GJ1995PTC026006	BISAZZA INDIA PRIVATE LIMITED	Director	11-12-00	11-12-00	Active	No

Name :

Mr. Paolo Pietro Peron

Designation :

Managing Director

Address :

Via L. Da Vinci 7 Altavilla Vicentina I36077, Italy

Date of Birth/Age :

30.06.1963

Date of Appointment :

01.07.2003

DIN No.:

00095022

Other Directorship : 

S.No.	CIN	Name of the Company	Current designation of the director	Date of appointment at current designation	Original date of appointment	Company Status	Defaulting status
1	U26102GJ1995PTC026006	BISAZZA INDIA PRIVATE LIMITED	Managing director	05-02-10	01-07-03	Active	No

Name :

Mr. Raghuveer Singh Bhati

Designation :

Alternate Director to Mr. Giampiero Renato Bisazza

Address :

F-306, Shree Kabir Enclave Opposite Homeopathy Collage, Bopal, Ghum Road, Ahmedabad – 380058, Gujarat, India

Date of Birth/Age :

31.01.1978

Date of Appointment :

05.02.2010

DIN No.:

02475363

Other Directorship : 

S.No.	CIN	Name of the Company	Current designation of the director	Date of appointment at current designation	Original date of appointment	Company Status	Defaulting status
1	U26102GJ1995PTC026006	BISAZZA INDIA PRIVATE LIMITED	Alternate director	05-02-10	14-02-09	Active	NO

Name :

Mr. Valerio De CAO

Designation :

Additional Director

Address :

V. Monticello 13, Mossano VI 36020

Date of Birth/Age :

05.09.1960

Date of Appointment :

29.09.2010

DIN No.:

02956817

Other Directorship : 

S.No.	CIN	Name of the Company	Current designation of the director	Date of appointment at current designation	Original date of appointment	Company Status	Defaulting status
1	U26102GJ1995PTC026006	BISAZZA INDIA PRIVATE LIMITED	Director	29-09-10	05-02-10	Active	NO

Name :

Mr. Jay Kanaiyalal Patel

Designation :

Additional Director to Mr. Valerio De CAO

Address :

B-85, Abhinandan Swami Society, H. B. Kapadia School Road, Memnagar, Ahmedabad – 380052, Gujarat, India

Date of Birth/Age :

19.08.1972

Date of Appointment :

05.02.2010

DIN No.:

02955801

Other Directorship : 

S.No.	CIN	Name of the Company	Current designation of the director	Date of appointment at current designation	Original date of appointment	Company Status	Defaulting status
1	U26102GJ1995PTC026006	BISAZZA INDIA PRIVATE LIMITED	Alternate director	05-02-10	05-02-10	Active	NO

KEY EXECUTIVES

Name :	Mrs. Khyati Manoj Nair
Designation :	Company Secretary
Address :	Plot No.648/1, Sector 4C, Gandhinagar – 382006, Gujarat, India
Date of Birth/Age :	24.03.1979
Date of Appointment :	01.04.2009
PAN No.:	AEVPT1567J

MAJOR SHAREHOLDERS / SHAREHOLDING PATTERN

(AS ON 29.09.2010)

Names of Shareholders	No. of Shares
Bisazza Holding B.V., Netherlands	20263980
Bisazza SPA, Italy Jointly with Mr. Alessandro Bisazza	5
Bisazza SPA, Italy Jointly with Mr. Raghuveer Singh Bhati	5
Bisazza SPA, Italy Jointly with Mr. Paolo Peron	5
Bisazza SPA, Italy Jointly with Mr. Jay Patel	5
Total	20264000

(AS ON 30.09.2010)

Category	Percentage
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 of Glass Mosaic Tiles

Products :

Product Description:	ITC Code No.:
Glass Mosaic Tiles	7015

PRODUCTION STATUS (AS ON 31.03.2010)

Particulars	Unit	Licensed Capacity	Installed Capacity	Actual Production
Glass Mosaic Tiles	Kgs.	19374000	13505000	2082859

GENERAL INFORMATION

No. of Employees :

Not Available

Bankers :

· Kotak Mahindra Bank

36-38A, Nariman Bhavan, 227 D, Nariman Point, Mumbai – 400021, Maharashtra, India

Facilities :

Secured Loans :	31.03.2010 (Rs. In Millions)	31.03.2009 (Rs. In Millions)
Loan from Bank: Term Loan: Secured by hypothecation of all movable assets and charge on immovable assets situated at Survey 372, Kadi.	--	1.379
Cash Credit Account (Secured by hypothecation of inventory, movable assets and first exclusive charge by way of equitable mortgage on the land and building situated at Survey 372, Kadi	7.881	9.199
Vehicle Loan: Secured by hypothecation of assets acquired under the loan agreement.	--	0.112
Total	7.881	10.690

Unsecured Loans :	31.03.2010 (Rs. In Millions)	31.03.2009 (Rs. In Millions)
External Commercial Borrowing (Amount Repayable within one year Rs. Nil)	--	11.141
Total	--	11.141

Banking Relations :	--
Auditors :
Name :	Price Waterhouse Chartered Accountants
Address :	252, Veer Savarkar Marg, Shivaji Park, Dadar, Mumbai – 400028, Maharashtra, India
Ultimate Holding Company :	Bisazza Spa, Italy
Holding Company :	· Bisazza Holding BV, Netherlands
Related Party :	· Repla SRL, Italy · Bisazza China Limited · Bisazza Hong Kong Limited · Bisazza Phillippines Inc. · Bisazza North America · Bisazza Australia Pty Limited · Bisazza Mexico, S. De R. L. de C. V. · One SRL, Italy · BTI SRL · Bisazza Japan

CAPITAL STRUCTURE

(AS ON 31.03.2010)

Authorised Capital :

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

Issued, Subscribed & Paid-up Capital :

No. of Shares	Type	Value	Amount
20264000	Equity Share	Rs.10/- each	Rs.202.640 Millions

NOTES:

Of the above 20263980 Equity Shares of Rs.10/- each fully paid-up, are held by the Holding Company, Bisazza Holding B.V., Netherlands and 20 Equity Sharers of Rs.10/- each fully paid up, are held by the ultimate Holding Company Bisazza S.p.a.

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		202.640	202.640	196.640
2] Share Application Money		0.000	0.000	0.000
3] Reserves & Surplus		736.685	782.402	618.624
4] (Accumulated Losses)		0.000	0.000	0.000
NETWORTH		939.325	985.042	815.264
LOAN FUNDS
1] Secured Loans		7.881	10.690	21.880
2] Unsecured Loans		0.000	11.141	17.662
TOTAL BORROWING		7.881	21.831	39.542
DEFERRED TAX LIABILITIES		21.544	15.507	17.504
TOTAL		968.750	1022.380	872.310
APPLICATION OF FUNDS
FIXED ASSETS [Net Block]		375.453	419.418	318.567
Capital work-in-progress		30.670	2.231	134.808
INVESTMENT		0.000	0.000	0.000
DEFERREX TAX ASSETS		0.000	0.000	0.000
CURRENT ASSETS, LOANS & ADVANCES
	Inventories	407.520	596.492	330.881
	Sundry Debtors	101.798	52.464	178.071
	Cash & Bank Balances	33.500	63.318	39.443
	Other Current Assets	0.903	0.777	0.671
	Loans & Advances	84.632	105.127	83.963
Total Current Assets		628.353	818.178	633.029
Less : CURRENT LIABILITIES & PROVISIONS
	Sundry Creditor	54.199	204.927	188.449
	Other Current Liabilities	8.593	8.458	21.571
	Provisions	2.934	4.062	4.074
Total Current Liabilities		65.726	217.447	214.094
Net Current Assets		562.627	600.731	418.935
MISCELLANEOUS EXPENSES		0.000	0.000	0.000
TOTAL		968.750	1022.380	872.310

PROFIT & LOSS ACCOUNT

	PARTICULARS		31.03.2010	31.03.2009	31.03.2008
	SALES
		Income	334.738	974.870	1021.208
		Other Income	8.799	46.023	16.265
		TOTAL	343.537	1020.893	1037.473
Less	EXPENSES
		Other Expenses	360.883	771.730	623.114
		TOTAL
	PROFIT/ (LOSS) BEFORE TAX, DEPRECIATION AND AMORTISATION		(17.346)	249.163	414.359
Less/ Add	DEPRECIATION/ AMORTISATION		37.205	54.073	73.009
	PROFIT/ (LOSS) BEFORE TAX		(54.551)	195.090	341.350
Less	TAX		(8.833)	26.803	51.645
	PROFIT/ (LOSS) AFTER TAX		(45.718)	168.287	289.705
Add	PREVIOUS YEARS’ BALANCE BROUGHT FORWARD		511.649	386.285	96.580
Less	APPROPRIATIONS
		Transfer to General Reserve	--	8.414	--
		Interim Dividend	--	29.496	--
		Tax on Dividend	--	5.013	--
	BALANCE CARRIED TO THE B/S		465.931	511.649	386.285
	EARNINGS IN FOREIGN CURRENCY
		Export Earnings	227.922	876.266	917.583
	TOTAL EARNINGS		227.922	876.266	917.583
	IMPORTS
		Raw Materials	24.554	375.323	100.279
		Stores & Spares	0.230	77.938	66.936
		Capital Goods	4.035	6.683	15.813
		Others	2.328	0.000	6.284
	TOTAL IMPORTS		31.147	459.944	189.312
	Earnings Per Share (Rs.)		(2.26)	8.44	--

KEY RATIOS

PARTICULARS		31.03.2010	31.03.2009	31.03.2008
PAT / Total Income	(%)	(13.31)	16.48	27.92
Net Profit Margin (PBT/Sales)	(%)	(16.30)	20.01	33.43
Return on Total Assets (PBT/Total Assets}	(%)	(5.43)	15.76	31.42
Return on Investment (ROI) (PBT/Networth)		(0.06)	0.20	0.42
Debt Equity Ratio (Total Liability/Networth)		0.08	0.24	0.31
Current Ratio (Current Asset/Current Liability)		9.56	3.76	2.96

LOCAL AGENCY FURTHER INFORMATION

PERFORMANCE OF REVIEW:

The Sales for the year 2009-2010 is Rs.334.738 Millions as compared to the last year of Rs.974.870 Millions which represents a decline of 66%. Due to global recession there is a sharp decline in export sales of this year i.e. Rs.234.156 Millions as compared to previous year's export sales of Rs.885.538 Millions which represents a decline of 74% due to which it was not possible for the Company to recover the Fixed Cost and as a result of which this year the Company has suffered loss .i.e Net Profit/ (Loss) after tax is Rs.(45.717) Millions as compared to Rs.168.287 Millions in the previous year which shows a fall of 127%.

CONTINGENT LIABILITIES:

Particulars	31.03.2010 (Rs. in millions)	31.03.2009 (Rs. in millions)
a) Income tax matters Pertains to Litigations / disputes with income tax authorities. The company has filed appeal against the demand. The company does not expect any outflow in this regard.	26.938	12.886
b) Claims against the company not acknowledged as debts include claims raised by various parties not in accordance with the contract. The Management is of the opinion that no such claims are payable and thus there is no impact on future cash flow of the company.	1.600	1.733
c) Bank Guarantees are issued in favour of government departments/ suppliers for specific business purpose. The Management is of the opinion that there will be no impact on future cash flow of the Company.	28.796	34.914
d) Disputed Employees State Insurance (ESIC) demand pertains to claims raised by a government authority. The Management is of opinion that there will be no impact on future cash flow of the Company.	0.399	0.399
e) Show Cause Notices received from Assistant Commissioner of Central Excise towards service tax credit taken on construction activity. The Management is of the opinion that there will be no impact on future cash flow of the Company.	4.673 (Excluding Interests and Penalty Thereon)	--
Merchant Overtime Charges demand pertains to claims raised by government authority. The management is of the opinion that there will be no impact on future cash flow of the company.	--	0.327

FORM 8:

This form is for	Modification of charge
Charge identification number of the modified	10020410
Corporate identity number of the company	U26102GJ1995PTC026006
Name of the company	BISAZZA INDIA PRIVATE LIMITED
Address of the registered office or of the principal place of business in India of the company	Survey No. 372/ 2, Near Gail and GIDC Office, Village Budasan, Kadi, Mehsana - 382 715, Gujarat, India
Type of charge	Book Debts Movable Property Floating Charge Others (Fixed Deposit)
Particular of charge holder	CIN No.: L65190GJ1994PLC021012 ICICI Bank Limited, Landmarkrace Cource Circle, Alakapuri, Baroda 390 015, Gujarat, India E-Mail: hariharaputharan.iyer@icicibank.com
Nature of description of the instrument creating or modifying the charge	Supplemental Deed of Hypothecation – (WCF) executed by Bisazza India Private Limited in favour of ICICI Bank Limited.
Date of instrument Creating the charge	07.02.2007
Amount secured by the charge	Rs.67.000 millions
Brief particulars of the principal terms an conditions and extent and operation of the charge	Extent and Operation of the charge: The current assets have been hereby hypothecated as and by way of exclusive charge to be created in favour of ICICI Bank Limited. The charge of the Bank extends to the amount of the enhanced loan facility together with interest, costs, expenses and all other monies payable by the Borrower to the Bank.
Date of latest modification prior to the present modification	30.08.2006

FIXED ASSETS:

· Leasehold Land

· Freehold Land

· Plant and Machinery

· Factory/ Office Buildings

· Electrical Installation

· Furniture and Fixtures

· Office Equipments

· 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.47.81
UK Pound	1	Rs.75.16
Euro	1	Rs.65.11

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	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		47

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.