MIRA INFORM REPORT

Report Date :

11.08.2012

IDENTIFICATION DETAILS

Name :	AJANTA MANUFACTURING LIMITED (w.e.f. 23.01.2004)
Formerly Known As :	AJANTA ELECTRONICS PRIVATE LIMITED
Registered Office :	Ajanta Corporate House, 8-A, National Highway, Morbi, Rajkot – 363642, Gujarat
Country :	India
Financials (as on) :	31.03.2011
Date of Incorporation :	09.11.1994
Com. Reg. No.:	04-023531
Capital Investment / Paid-up Capital :	Rs.577.150 Millions
CIN No.: [Company Identification No.]	U29308GJ1994PLC023531
TAN No.: [Tax Deduction & Collection Account No.]	RKTA01563C
PAN No.: [Permanent Account No.]	AACCA3017F/ AAECA6115B
Legal Form :	A Closely Held Public Limited Liability Company
Line of Business :	Manufacturer and Seller of Quartz Clocks and Calculators.
No. of Employees :	Information declined by the management.

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 18000000
Status :	Satisfactory
Payment Behaviour :	Regular
Litigation :	Clear
Comments :	Subject is one of the reputed and Largest Clock Manufacturing Company. It is having satisfactory track. Financially company is doing well. Trade relations are reported to be fair. Business is active. Payments are reported to be regular and as per commitments. The company can be considered for business dealing 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.

EXTERNAL AGENCY RATING

Rating Agency Name	CARE
Rating	BBB+
Rating Explanation	Having moderate degree of safety regarding timely servicing of financial obligation, it carry moderate credit risk.
Date	May, 2011

RBI DEFAULTERS’ LIST STATUS

Subject’s name is not enlisted as a defaulter in the publicly available RBI Defaulters’ list.

EPF (Employee Provident Fund) DEFAULTERS’ LIST STATUS

Subject’s name is not enlisted as a defaulter in the publicly available EPF (Employee Provident Fund) Defaulters’ list as of 31-03-2012.

INFORMATION DECLINED

UNABLE TO CONTACT.

Contact No.: 91-79-30157999

LOCATIONS

Registered Office :	Ajanta Corporate House, 8-A, National Highway, Morbi, Rajkot – 363642, Gujarat, India
Tel. No.:	91-2822-304444
Fax No.:	91-2822-304430
E-Mail :	cs@oreva.com
Website :	http://www.oreva.com
Ahmedabad Office :	(Oreva Group), 104, 1^st Floor, Sumel-2, Near Gurudwara, S. G. Highway, Ahmedabad - 380051, Gujarat, India.
Tel. No.:	91-79-30157999/ 26858595

DIRECTORS

(AS ON 15.09.2011)

Name :	Mr. Odhavjibhai Ravjibhai Bhalodia
Designation :	Director
Address :	“Rewa Villa” G.I.D.C. Sanala Road, Morbi - 363641, Gujarat, India
Date of Birth/Age :	24.06.1925
Date of Appointment :	09.11.1994
DIN No.:	00619583
Name :	Mr. Jaysukhbhai Odhavjibhai Bhalodia
Designation :	Managing Director
Address :	“Rewa Villa” G.I.D.C. Sanala Road, Morbi - 363641, Gujarat, India
Date of Birth/Age :	02.04.1959
Qualification :	B.Com
Date of Appointment :	10.11.1994
DIN No.:	01075622
Name :	Mr. Jayeshbhai Navalchandbhai Sheth
Designation :	Director
Address :	302/A, Praijat Building, LaluBhai Parekh Road, Ville Parel (West) Mumbai; 400056, Maharashtra, India
Date of Birth/Age :	04.12.1959
Date of Appointment :	25.08.2005
DIN No.:	01716067
Name :	Mr. Chintan Jaysukhbhai Bhalodia
Designation :	Director
Address :	“Rewa Villa” G.I.D.C. Sanala Road, Morbi - 363641, Gujarat, India
Date of Birth/Age :	06.10.1985
Date of Appointment :	30.12.2006
DIN No.:	01169521

MAJOR SHAREHOLDERS / SHAREHOLDING PATTERN

(AS ON 15.09.2011)

Names of Shareholders	No. of Shares
Odhavjibhai Ravjibhai Bhalodia	367500
Jaysukhbhai Odhavjibhai Bhalodia	30163750
Chintan Jaysukhbhai Bhalodia	10398750
Mrudulaben Jaysukhbhai Patel	8012500
Jaysukh O. Patel (HUF)	735000
Alish Jaysukhbhai Patel (Through Father and Natural Guardian Jayasukh O. Patel)	4337500
Jayesh Navalchandbhai Sheth and Pallavi Jayesh Sheth	1800000
Jayesh Navalchandbhai Sheth	700000
Siddharth Chitalia and Charu Chitalia	50000
Anuj Chitalia and Charu Chitalia	50000
Nilesh Maniar and Rupa Maniar	100000
Mehul Shah and Niti Shah)	100000
Madhusudan Shah and Chandra Shah	100000
Enam Securities Private Limited, India	800000
Total	57715000

(AS ON 30.09.2011)

Equity Shares Break – up

Category	Percentage
Bodies corporate	1.39
Directors or relatives of directors	97.92
Other top fifty shareholders	0.69
Total	100.00

BUSINESS DETAILS

Line of Business :

Manufacturer and Seller of Quartz Clocks and Calculators.

Brand Names :

“AJANTA ” and “ORPAT”

Products :

Products Description	Item Code No.
Vitrified Tiles	69079010
Compact Fluorescent Lamps	85393110
E-Bike	87119091
ACP	76109030

PRODUCTION STATUS (AS ON 31.03.2011)

Particulars	Unit	Licensed Capacity	Installed Capacity	Actual Production
Vitrified Tiles	Sq. Mtr.	NA	9000000	4152258
Energy Saver Lamp(CFL)	Nos.	NA	60000000	15511332
Digital Clock	Nos.	NA	--	463284
Power Saver	Nos.	NA	--	2927
E Bike	Nos.	NA	60000	1098
Aluminium Composite Panel	Sq. Mtr.	NA	400000	11788

GENERAL INFORMATION

No. of Employees :

Information declined by the management.

Bankers :

· State Bank of India

Corporate Accounts Group Branch, 58 Shrimali Society, Navrangpura, Ahmedabad - 380009, Gujarat, India

· HDFC Bank Limited

Facilities :

Secured Loans	31.03.2011	31.03.2010
	(Rs. In Millions)
Rupee term loans banks secured	9.334	50.519
Working capital loans banks secured	35.964	138.826
Total	45.298	189.345
NOTE: HDFC Bank - Morbi Limited - 3070330000029 - OD (Agaisnt Fixed Deposit) (Above Facilities are secured by way of first charge over the fixed assets of the Company situated at Survey No. 644 at Village Vandhiya, Taluka: Bhachau, District: Kutch and Hypothecation of current assets of the Company)
Unsecured Loans	31.03.2011	31.03.2010
	(Rs. In Millions)
Rupee term loans others unsecured	20.000	166.500
Total	20.000	166.500
NOTE: Above Loans are Interest Free and payable on demand

Banking Relations :	--
Auditors :
Name :	Finava and Associates Chartered Accountants
Address :	34, IInd Floor, Star Shopping Centre, 20, New Jagnath, Dr. Yagnik Road, Rajkot; 360001, Gujarat, India
Tel. No.:	91-281-2466571/2465409
Fax No.:	91-281-2465409
E-Mail :	finava@yahoo.com
PAN No.:	AACPF2967P
Enterprises which have significant influence over the Company (Relationships are identified by the Company and relied upon by the auditors) - Co-Ventures :	· Ajanta Organisation · Ajanta Network · Ajanta Marketing Company · Oreva Energy Private Limited · Ajanta Transistor · Clock Mfg. Company · Ajanta Limited · Oreva Ceramic Private Limited · Ajanta Energy Private Limited · Ajanta Infra Projects Limited

CAPITAL STRUCTURE

(AS ON 15.09.2011)

Authorised Capital :

No. of Shares	Type	Value	Amount
72000000	Equity Shares	Rs.10/- each	Rs.720.000 Millions

Issued, Subscribed & Paid-up Capital :

No. of Shares	Type	Value	Amount
57715000	Equity Shares	Rs.10/- each	Rs.577.150 Millions

FINANCIAL DATA

[all figures are in Rupees Millions]

ABRIDGED BALANCE SHEET

SOURCES OF FUNDS		31.03.2011	31.03.2010	31.03.2009
SHAREHOLDERS FUNDS
1] Share Capital		577.150	577.150	577.150
2] Share Application Money		0.000	0.000	0.000
3] Reserves & Surplus		3950.954	2869.161	2542.760
4] (Accumulated Losses)		0.000	0.000	0.000
NETWORTH		4528.104	3446.311	3119.910
LOAN FUNDS
1] Secured Loans		45.298	189.345	414.083
2] Unsecured Loans		20.000	166.500	250.600
TOTAL BORROWING		65.298	355.845	664.683
DEFERRED TAX LIABILITIES		179.701	267.980	254.657
TOTAL		4773.103	4070.136	4039.250
APPLICATION OF FUNDS
FIXED ASSETS [Net Block]		2189.388	2330.712	2289.780
Capital work-in-progress		0.000	10.510	0.000
INVESTMENT		0.425	0.425	0.020
DEFERREX TAX ASSETS		0.000	0.000	0.000
CURRENT ASSETS, LOANS & ADVANCES
	Inventories	1359.960	1236.150	928.820
	Sundry Debtors	243.487	213.520	777.053
	Cash & Bank Balances	49.185	79.694	71.549
	Other Current Assets	0.000	0.000	0.000
	Loans & Advances	1318.163	428.986	173.623
Total Current Assets		2970.795	1958.350	1951.045
Less : CURRENT LIABILITIES & PROVISIONS
	Sundry Creditor	114.329	86.984	23.459
	Other Current Liabilities	239.204	69.322	57.683
	Provisions	33.972	73.555	120.453
Total Current Liabilities		387.505	229.861	201.595
Net Current Assets		2583.290	1728.489	1749.450
MISCELLANEOUS EXPENSES		0.000	0.000	0.000
TOTAL		4773.103	4070.136	4039.250

PROFIT & LOSS ACCOUNT

	PARTICULARS		31.03.2011	31.03.2010	31.03.2009
	SALES
		Income	2845.806	3171.830	3850.305
		Other Income	286.996	38.094	191.802
		TOTAL (A)	3132.802	3209.924	4042.107
Less	EXPENSES
		Consumption materials changes inventories	2138.596	2248.788
		Manufacturing service costs	297.881	297.142	3550.766
		Employee related expenses	297.530	274.692
		Administrative selling other expenses	202.188	189.800
		TOTAL (B)	2936.195	3010.422	3550.766
Less	PROFIT BEFORE INTEREST, TAX, DEPRECIATION AND AMORTISATION (A-B) (C)		196.607	199.502	491.341
Less	FINANCIAL EXPENSES (D)		26.601	19.979	106.051
	PROFIT BEFORE TAX, DEPRECIATION AND AMORTISATION (C-D) (E)		170.006	179.523	385.290
Less/ Add	DEPRECIATION/ AMORTISATION (F)		98.289	110.907	108.775
	PROFIT BEFORE TAX (E-F) (G)		71.717	68.616	276.515
Less	TAX (H)		(88.976)	(81.875)	116.394
	PROFIT AFTER TAX (G-H) (I)		160.693	150.491	160.121
Add	PREVIOUS YEARS’ BALANCE BROUGHT FORWARD		271.817	148.201	817.511
Less	APPROPRIATIONS		241.649	26.875	829.431
	BALANCE CARRIED TO THE B/S		190.861	271.817	148.201
	EARNINGS IN FOREIGN CURRENCY		196.282	65.900	NA
	IMPORTS VALUE		1033.100	1284.400	NA
	Earnings Per Share (Rs.)		2.77	0.60	--

KEY RATIOS

PARTICULARS		31.03.2011	31.03.2010	31.03.2009
PAT / Total Income	(%)	5.13	4.69	3.96
Net Profit Margin (PBT/Sales)	(%)	2.52	2.16	7.18
Return on Total Assets (PBT/Total Assets}	(%)	1.39	1.60	6.52
Return on Investment (ROI) (PBT/Networth)		0.02	0.02	0.09
Debt Equity Ratio (Total Liability/Networth)		0.10	0.17	0.28
Current Ratio (Current Asset/Current Liability)		7.67	8.52	9.68

LOCAL AGENCY FURTHER INFORMATION

SUNDRY CREDITORS DETAILS:

Particulars	31.03.2011	31.03.2010	31.03.2009
	(Rs. In Millions)
Sundry Creditors
- Creditors due other	114.329	86.984	23.459
Total	114.329	86.984	23.459

Sr. No.	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	No
5]	Type of Business	Yes
6]	Line of Business	Yes
7]	Promoter's background	Yes
8]	No. of employees	No
9]	Name of person contacted	No
10]	Designation of contact person	No
11]	Turnover of firm for last three years	Yes
12]	Profitability for last three years	Yes
13]	Reasons for variation <> 20%	-----
14]	Estimation for coming financial year	No
15]	Capital in the business	Yes
16]	Details of sister concerns	Yes
17]	Major suppliers	No
18]	Major customers	No
19]	Payments terms	No
20]	Export / Import details (if applicable)	No
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	Yes
28]	Incorporation details, if applicable	Yes
29]	Last accounts filed at ROC	Yes
30]	Major Shareholders, if available	Yes
31]	Date of Birth of Proprietor/Partner/Director, if available	Yes
32]	PAN of Proprietor/Partner/Director, if available	No
33]	Voter ID No of Proprietor/Partner/Director, if available	No
34]	External Agency Rating, if available	Yes

NOTE:

The Registered office of the company has been shifted from Orpat Industrial Estate, Rajkot Highway, P O Box No.115. Morbi – 363641, Gujarat, India. To the present address w.e.f. 25.09.2007.

OURVIEW OF OPERATION AND PROSPECTS OF THE COMPANY:

The Company has reported overall turnover of Rs.3031.704 Millions against Rs.3376.938 Millions for previous year; which is declined by 10.22% compared to the last year.

Decline in the Turnover is mainly due to poor performance in the Ceramic Division in the current financial as compared to last year; as net sales for the ceramic division of the Company for the year was Rs.985.633 Millions compared to Rs.1344.600 Millions for the last year.

Company was facing higher cost of power and gas which had resulted into thin profitability, as Company was using furnace oil (“FO”) based power plant and due to high volatility of the FO price; Company has switched over to the State Electricity Board connection of 7000 KVA demand at 66 KV Voltage power line which has been operative since August 2010.

Same way Company was having coal based gasification plant; again due to increase in the coal price coupled with poor supply created lots of problem which has affected company’s operation badly, to overcome for the problem Company got CNG connection from GSPC for 100,000 Standard Cubic Meter per Day (SCMD) at a Net Calorific Value of 8350 Kcal / SCM, August 2010.

For switching over these power and gas connection, company’s production cycle was bit disturbed and resulted in the poor performance. While Company is optimistic for the current year.

DEMERGER:

The presently due to thin margin and high completion in the ceramic industry, and which is impacting negatively the overall financial picture of the Company and hence company is proposing de-merger and transfer of the Ceramic Division of the company to Oreva Ceramic Private Limited.

This de-merger would result into multi faceted benefits to the shareholders of the company and will enable to enhance the growth prospects of the company with specific focus on selected activities.

The Demerger will be value unlocking for the shareholders of the Company.

The Company is in talk with advocates and consultants for the preparation of the demerger scheme and it is expected to file demerger scheme between month of July to September, 2011 in the Hon’ble High Court of Gujarat.

CONTINGENT LIABILITIES:

Particulars	31.03.2011	31.03.2010
	(Rs. In Millions)
Bank Guarantee (Gujarat Sate Petroleum Corporation Limited)	115.600	0.000
Letters of Credit opened with Bank	(US$186250)	(US$307926)

FORM 8:

This form is for	Modification of charge
Charge identification number of the modified	80033641
Corporate identity number of the company	U29308GJ1994PLC023531
Name of the company	AJANTA MANUFACTURING LIMITED
Address of the registered office or of the principal place of business in India of the company	Ajanta Corporate House, 8-A, National Highway, Morbi – 363642, Gujarat, India cs@oreva.com
Type of charge	Immovable Property Book Debts Movable Property Floating Charge
Particular of charge holder	· State Bank of India Corporate Accounts Group Branch, 58 Shrimali Society, Navrangpura, Ahmedabad - 380009, Gujarat, India sushil.shah@sbi.co.in
Nature of description of the instrument creating or modifying the charge	No instrument was executed; arrangement letter dated 15.03.2011 for reduction in working capital limit from Rs.920.000 Millions to Rs.500.000 Millions.
Date of instrument Creating the charge	15.03.2011
Amount secured by the charge	Rs.500.000 Millions
Brief particulars of the principal terms and conditions and extent and operation of the charge	Rate of Interest 11.25% p.a. with monthly resets [3.00% above Base Rate] Terms of Repayment On demand Margin RM: Domestic and Imported 25, SIP: 25, FG: 25, Receivable (cover 60days period):30, LC: 5, BG: N.A. Extent and Operation of the charge No Change [Working Capital Facility for Rs.500.000 Millions is secured by First Charge by way of Hypothecation and /or pledge of Borrower's Entire movable and other assets, present and future, book debts, outstanding monies receivable etc. and creation of Mortgage by deposit of Titles Deeds relation of Immovable properties of the Company].
Date of latest modification prior to the present modification	13/10/2010
Particulars of the present modification	No instrument was executed, arrangement letter dated 15.03.2011 for revision in Working Capital Limit to Rs. 500.000 Millions.

FIXED ASSETS:

· Land

· Building (Other)

· Building (Factory)

· Plant and Machinery

· Electrification

· Office Equipment

· Computer

· Furniture and Fixture

· Vehicle

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.55.34
UK Pound	1	Rs.86.45
Euro	1	Rs.68.04

INFORMATION DETAILS

Information Gathered by :	PJA
Report Prepared by :	NIT

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	6
--PROFITABILIRY	1~10	6
--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.