MIRA INFORM REPORT

Report Date :

08.12.2012

IDENTIFICATION DETAILS

Name :	GEMINI EQUIPMENT AND RENTALS PRIVATE LIMITED
Registered Office :	Gemini House, Bus Depot Lane, Deonar, Mumbai – 400088, Maharashtra
Country :	India
Financials (as on) :	31.03.2011
Date of Incorporation :	02.02.2007
Com. Reg. No.:	11-167468
Capital Investment / Paid-up Capital :	Rs.683.484 Millions
CIN No.: [Company Identification No.]	U29253MH2007PTC167468
TAN No.: [Tax Deduction & Collection Account No.]	MUMG12197D
PAN No.: [Permanent Account No.]	AACCG7791F
Legal Form :	Private Limited Liability Company
Line of Business :	Dealer of Construction and Earthmoving Machinery and Equipment.
No. of Employees :	Information declined by the management

RATING & COMMENTS

MIRA’s Rating :

B (31)

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

Maximum Credit Limit :	USD 2720000
Status :	Moderate
Payment Behaviour :	Slow but correct
Litigation :	Clear
Comments :	Subject is an established company having moderate track. The latest financial of the company are not made available. Even though the subject has shown improvement in its operations, it has earned very minimal profit during 2011. There appears some accumulated losses recorded by the company. Reserve appears to be insufficient. However, trade relations are reported as fair. Business is active. Payment terms are slow but correct. The company can be considered for business dealings with some cautions.

NOTES:

Any query related to this report can be made on e-mail: infodept@mirainform.com while quoting report number, name and date.

INDIAN ECONOMIC OVERVIEW

India is developing into an open-market economy, yet traces of its past autarkic policies remain. Economic liberalization, including industrial deregulation, privatization of state-owned enterprises, and reduced controls on foreign trade and investment, began in the early 1990s and has served to accelerate the country's growth, which has averaged more than 7% per year since 1997. India's diverse economy encompasses traditional village farming, modern agriculture, handicrafts, a wide range of modern industries, and a multitude of services. Slightly more than half of the work force is in agriculture, but services are the major source of economic growth, accounting for more than half of India's output, with only one-third of its labor force. India has capitalized on its large educated English-speaking population to become a major exporter of information technology services and software workers. In 2010, the Indian economy rebounded robustly from the global financial crisis - in large part because of strong domestic demand - and growth exceeded 8% year-on-year in real terms. However, India's economic growth in 2011 slowed because of persistently high inflation and interest rates and little progress on economic reforms. High international crude prices have exacerbated the government's fuel subsidy expenditures contributing to a higher fiscal deficit, and a worsening current account deficit. Little economic reform took place in 2011 largely due to corruption scandals that have slowed legislative work. India's medium-term growth outlook is positive due to a young population and corresponding low dependency ratio, healthy savings and investment rates, and increasing integration into the global economy. India has many long-term challenges that it has not yet fully addressed, including widespread poverty, inadequate physical and social infrastructure, limited non-agricultural employment opportunities, scarce access to quality basic and higher education, and accommodating rural-to-urban migration.

Source : CIA

EXTERNAL AGENCY RATING

Rating Agency Name	CRISIL
Rating	Long Term Rating = BB+
Rating Explanation	Moderate risk of default
Date	05.07.2012

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 BY

Name :	Ms. Subhalaxmi
Designation :	Account Manager
Contact No.:	91-22-66819999
Date :	07.12.2012

LOCATIONS

Registered Office :	Gemini House, Bus Depot Lane, Deonar, Mumbai – 400088, Maharashtra, India
Tel. No.:	91-22-66819999/ 61489898
Fax No.:	91-22-66819988
E-Mail :	rajna.ganesh@gear_india.com satish.poojary@gear-india.com
Website :	http://www.gear-india.com
Regional Office:	Located At: · New Delhi · Ahmedabad · Secunderabad · Bhubaneshwar · Bangalore

DIRECTORS

(AS ON 11.09.2012)

Name :	Mr. Anand Singh Dalal
Designation :	Whole Time Director
Address :	C-33, Chidanand 129/1, Abhinav Kala Mandir, Pashan, Pune-411021, Maharashtra, India
Date of Appointment :	14.07.2010
DIN No.:	01392057
Name :	Mr. Charles Lawrence Miller III
Designation :	Director
Address :	508 S York Street, Gastonia, NC28052, United States of America
Date of Appointment :	09.11.2009
DIN No.:	02316648
Name :	Mr. Dimitrios Goulandris
Designation :	Director
Address :	22, Hewer Street, London, W106DU, United Kingdom
Date of Appointment :	09.11.2009
DIN No.:	02797524
Name :	Mr. Kabir Kewalramani
Designation :	Nominee Director
Address :	9th Floor, Sita Niwas,14th Road,, Plot No. 150, Opposite HDFC Bank, Chembur (East), Mumbai – 400071, Maharashtra, India
Date of Appointment :	09.11.2009
DIN No.:	00768602
Name :	Mr. Ketan Anil Mavinkurve
Designation :	Nominee Director
Address :	18, Laxmi Niwas, 5^th Road, Khar (West), Mumbai-400052, Maharashtra, India
Date of Appointment :	09.11.2009
DIN No.:	01379472

KEY EXECUTIVES

Name :	Ms. Subhalaxmi
Designation :	Account Manager

MAJOR SHAREHOLDERS / SHAREHOLDING PATTERN

(AS ON 11.09.2012)

Names of Shareholders	No. of Shares
Rajiv Kishorechand Sethi	3949663
Sarika Sethi	5712
Berggruen India Rentals, Mauritius	36398922
Cycladic India Rentals, Mauritius	32023571
Cycladic II, Mauritius	4093515
Total	76471383

(AS ON 29.09.2012)

Equity Shares Break – up

Category	Percentage
Foreign holdings [Foreign institutional investors, Foreign Companies, Foreign Financial Institutions, Non-resident Indian or Overseas corporate bodies or others]	94.83
Directors or relatives of directors	5.17
Total	100.00

BUSINESS DETAILS

Line of Business :

Dealer of Construction and Earthmoving Machinery and Equipment.

GENERAL INFORMATION

Customers :

· Continental Constructions

· D R Agrawal Infra

· GMR

· IVRCL

· Kamal Builders

· Lanco Infratech Limited

· Larsen and Toubro Limited

· Maytas Infra Limited

· Nagarjuna Constructions

· New Age Buildcon

· Pratibha Industries

· Praxair

· Progressive Construction

· Reliance Industries Limited

· Sadbhav Engg. Limited

· Senbo Engg. Limited

· Shapoorji and Palonji

· Simplex Infrastructures Limited

· SSJV Projects Limited

· Utility Energytech

No. of Employees :

Information declined by the management

Bankers :

· ICICI Bank Limited

Landmark Race, Cource Circle, Alkapuri, Baroda – 390015, Gujarat, India

· Kotak Mahindra Bank Limited

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

Facilities :

Secured Loans	31.03.2011	31.03.2010
	(Rs. In Millions)
Rupee term loans banks secured	115.837	47.169
Rupee term loans financial institutions secured	36.030	127.874
Working capital loans others secured	27.316	0.000
Interest accrued due other debt secured	0.000	0.077
Total	179.182	175.120
Unsecured Loans	31.03.2011	31.03.2010
	(Rs. In Millions)
Deposits related parties unsecured	2.500	26.014
Total	2.500	26.014

Banking Relations :	--
Financial Institution:	· GE Capital Transportation Financial Services Limited Aifacs Building, 1, Rafi Marg, New Delhi – 110001, India
Auditors :
Name :	MGB and Company Chartered Accountant
Address :	101-A, Jolly Bhavan No 2 ,Opposite Nirmala Niketan, 7 New Marine Lines, Churchgate, Mumbai – 400020, Maharashtra, India
PAN No.:	AACPK3979J
Other Related Parties :	· Berggruen India Rentals, Mauritius · Cycladic India Rentals, Mauritius · Cycladic II, Mauritius · Cycladic Capital Management Private Limited, Mauritius · BH Advisors Private Limited, India · BC Equipment Trading Company Private Limited, India · Berggruen Car Rentals Private Limited, India · Berggruen Hotels Private Limited, India · Fagioli India Private Limited, India · Gemini Power Hydraulics Private Limited

CAPITAL STRUCTURE

(AS ON 11.09.2012)

Authorised Capital :

No. of Shares	Type	Value	Amount
80000000	Equity Shares	Rs.10/- each	Rs.800.000 Millions

Issued, Subscribed & Paid-up Capital :

No. of Shares	Type	Value	Amount
76471383	Equity Shares	Rs.10/- each	Rs.764.714 Millions

AS ON 31.03.2011

Authorised Capital :

No. of Shares	Type	Value	Amount
80000000	Equity Shares	Rs.10/- each	Rs.800.000 Millions

Issued, Subscribed & Paid-up Capital :

No. of Shares	Type	Value	Amount
68348437	Equity Shares	Rs.10/- each	Rs.683.484 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		683.484	627.055	504.021
2] Share Application Money		9.002	0.000	0.000
3] Reserves & Surplus		16.383	16.383	15.728
4] (Accumulated Losses)		(29.602)	(30.021)	(26.855)
NETWORTH		679.267	613.417	492.894
LOAN FUNDS
1] Secured Loans		179.182	175.120	352.548
2] Unsecured Loans		2.500	26.014	31.252
TOTAL BORROWING		181.682	201.134	383.800
DEFERRED TAX LIABILITIES		0.000	0.000	0.000
TOTAL		860.949	814.551	876.694
APPLICATION OF FUNDS
FIXED ASSETS [Net Block]		745.583	693.811	717.677
Capital work-in-progress		0.000	0.000	51.181
INVESTMENT		0.160	0.160	0.160
DEFERREX TAX ASSETS		13.774	6.925	10.199
CURRENT ASSETS, LOANS & ADVANCES
	Inventories	3.437	1.498	0.000
	Sundry Debtors	88.481	82.538	93.113
	Cash & Bank Balances	5.171	15.946	14.287
	Other Current Assets	0.000	0.000	0.000
	Loans & Advances	51.118	53.249	57.447
Total Current Assets		148.207	153.231	164.847
Less : CURRENT LIABILITIES & PROVISIONS
	Sundry Creditor	31.313	17.145	46.302
	Other Current Liabilities	15.462	22.431	20.854
	Provisions	0.000	0.000	0.214
Total Current Liabilities		46.775	39.576	67.370
Net Current Assets		101.432	113.655	97.477
MISCELLANEOUS EXPENSES		0.000	0.000	0.000
TOTAL		860.949	814.551	876.694

PROFIT & LOSS ACCOUNT

	PARTICULARS		31.03.2011	31.03.2010	31.03.2009
	SALES
		Income	292.827	284.222	274.731
		Other Income			2.605
		TOTAL (A)	292.827	284.222	277.336
Less	EXPENSES
		Direct Operating	129.543	106.028
		Administrative and Selling Expenses	71.153	63.391	167.208
		TOTAL (B)	200.696	169.419	167.208
Less	PROFIT BEFORE INTEREST, TAX, DEPRECIATION AND AMORTISATION (A-B) (C)		92.131	114.803	110.128
Less	FINANCIAL EXPENSES (D)		24.180	38.716	47.536
	PROFIT BEFORE TAX, DEPRECIATION AND AMORTISATION (C-D) (E)		67.951	76.087	62.592
Less/ Add	DEPRECIATION/ AMORTISATION (F)		74.358	69.856	85.131
	PROFIT BEFORE TAX (E-F) (G)		(6.407)	6.231	(22.539)
Less	TAX (H)		(6.827)	9.397	(5.255)
	PROFIT AFTER TAX (G-H) (I)		0.420	(3.166)	(17.284)
Add	PREVIOUS YEARS’ BALANCE BROUGHT FORWARD		(30.022)	(26.856)	(9.571)
	BALANCE CARRIED TO THE B/S		(29.602)	(30.022)	(26.855)
	IMPORTS
		Capital Goods	NA	0.000	143.845
	TOTAL IMPORTS		NA	0.000	143.845
	Earnings Per Share (Rs.)		0.01	(0.06)	NA

KEY RATIOS

PARTICULARS		31.03.2011	31.03.2010	31.03.2009
PAT / Total Income	(%)	0.14	(1.11)	(6.23)
Net Profit Margin (PBT/Sales)	(%)	NA	NA	(8.20)
Return on Total Assets (PBT/Total Assets}	(%)	(0.72)	0.74	(2.55)
Return on Investment (ROI) (PBT/Networth)		(0.01)	0.01	(0.05)
Debt Equity Ratio (Total Liability/Networth)		0.34	0.39	0.92
Current Ratio (Current Asset/Current Liability)		3.17	3.87	2.45

LOCAL AGENCY FURTHER INFORMATION

SUNDRY CREDITORS DETAILS:

Particulars	31.03.2011	31.03.2010	31.03.2009
	(Rs. In Millions)
Sundry Creditors
-Creditors due small micro enterprises	0.000	0.000	0.000
-Creditors Due	31.313	17.145	46.302
Total	31.313	17.145	46.302

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	Yes
10]	Designation of contact person	Yes
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	Yes
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	No
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 203, Krishna Bhavan, Govandi Station Road, Deonar, Mumbai - 400088, Maharashtra, India to the present address w.e.f. 27.02.2008.

CONTINGENT LIABILITIES NOT PROVIDED FOR:

Particulars	31.03.2011	31.03.2010
	(Rs. In Millions)
The company has deposited an amount of Rs. 2.501 Millions in terms on High Court Order granting stay against recovery	5.004	0.000
Life Time Road tax order issued by the RTA department in Andra Pradesh (company has deposited an amount of Rs.1.174 Millions in terms of High Court Order.)	2.347	2.347
Indirect Tax Liability in respect of Andhra Pradesh VAT inclusive of penalty.	24.290	0.000
In respect of reduction in remuneration to Managing Director resolved by the Board of Directors, contractually not determined.	3.500	3.500

FORM 8

This form is for	Creation of charge
Corporate identity number of the company	U29253MH2007PTC167468
Name of the company	GEMINI EQUIPMENT AND RENTALS PRIVATE LIMITED
Address of the registered office or of the principal place of business in India of the company	Gemini House, Bus Depot Lane, Deonar, Mumbai-400088, Maharashtra, India
Type of charge	Movable Property (not being pledge)
Particular of charge holder	ICICI Bank Limited, Landmark Race, Cource Circle, Alkapuri, Baroda-390015, Gujarat, India
Email	chinmay.vora@icicibank.com
Nature of description of the instrument creating or modifying the charge	Unattested deed of hypothecation
Date of instrument Creating the charge	28.02.2011
Amount secured by the charge	Rs.10.463 Millions
Brief particulars of the principal terms and conditions and extent and operation of the charge	Rate of Interest 11% P.A. Terms of Repayment The Loan Is To Be Repaid In 6o Monthly Installments Extent and Operation of the charge The Loan is to Be Repaid In 60 Monthly Installments Commencing From 01-04-2011 Till 01-03-2016. The 4 Transit Mixers In Which Cahsis are of Automotive Manufacturer Private Limited and Mixers are of Revathi Equipment Limited Has Been Hypothecated to ICICI Bank Limited.
Short particulars of the property charged	4 nos. of transit mixers in which Chasis are manufactured by automotive manufacturer private limited and mixers are manufactured by Revathi Equipment Limited

FIXED ASSETS:

· Land

· Building

· Plant and Machinery

· Office Equipments

· Furniture and Fixtures

· 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 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.54.20
UK Pound	1	Rs.86.99
Euro	1	Rs.70.22

INFORMATION DETAILS

Information Gathered by :	PJA
Report Prepared by :	NIT

SCORE & RATING EXPLANATIONS

SCORE FACTORS	RANGE	POINTS
HISTORY	1~10	3
PAID-UP CAPITAL	1~10	5
OPERATING SCALE	1~10	5
FINANCIAL CONDITION
--BUSINESS SCALE	1~10	5
--PROFITABILIRY	1~10	2
--LIQUIDITY	1~10	3
--LEVERAGE	1~10	3
--RESERVES	1~10	2
--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	NO
--AFFILIATION	YES/NO	YES
--LISTED	YES/NO	NO
--OTHER MERIT FACTORS	YES/NO	YES
TOTAL		31

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.