MIRA INFORM REPORT

Report Date :

20.12.2012

IDENTIFICATION DETAILS

Name :	TOPWORTH URJA AND METALS LIMITED (w.e.f. 29.06.2010)
Formerly Known As :	SHREE VIRANGANA STEELS LIMITED
Registered Office :	4, Ground Floor, Raheja Centre, 214, Free Press J, Ournal Marg, Nariman Point, Mumbai - 400021, Maharashtra
Country :	India
Financials (as on) :	31.03.2011
Date of Incorporation :	05.11.1993
Com. Reg. No.:	11-074950
Capital Investment / Paid-up Capital :	Rs. 175.100 Millions
CIN No.: [Company Identification No.]	U27109MH1993PLC074950
TAN No.: [Tax Deduction & Collection Account No.]	NGPS01005E
PAN No.: [Permanent Account No.]	AACCS5396N
Legal Form :	A Closely Held Public Limited Liability Company
Line of Business :	Manufacturer and Supplier of Sponge Iron, Ms Billets and Power.
No. of Employees :	1800 (Approximately)

RATING & COMMENTS

MIRA’s Rating :

B (35)

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

Maximum Credit Limit :	USD 7740000
Status :	Moderate
Payment Behaviour :	Unknown
Litigation :	Clear
Comments :	Subject is a wholly-owned subsidiary of Crest Steel and Power Private Limited. Subject is an established company having a moderate track record. The latest financial are not made available with the government department. As per previous year record, the company profitability appears to be low. And external borrowing is more than its networth. However, trade relations are reported to be fair. Business is active. Payments are reported to be unknown. The company can be considered for business dealings with some caution.

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 – June 30, 2012

Country Name	Previous Rating (31.03.2012)	Current Rating (30.06.2012)
India	A1	A1

Risk Category	ECGC Classification
Insignificant	A1
Low	A2
Moderate	B1
High	B2
Very High	C1
Restricted	C2
Off-credit	D

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	CARE
Rating	Long term Bank facilities : (CARE) BB
Rating Explanation	Having moderate risk of default regarding timely servicing of financial obligations.
Date	April 6, 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.

LOCATIONS

Registered Office :	4, Ground Floor, Raheja Centre, 214, Free Press J, Ournal Marg, Nariman Point, Mumbai - 400021, Maharashtra, India
Tel. No.:	91-22-22841414
Mobile No.:	91-9552556677 (Mr. Sajan Thomas)
Fax No.:	91-22-22840211
E-Mail :	virangnasteels@yahoo.com secretarial@topworthgroup.com
Location :	Owned
Domestic Office 1 :	Mauza Ukkerwadi Near Village Heti Umer Road, Nagpur - 441204, Maharashtra, India
Tel. No.:	91-7116-305063
Fax No.:	91-7116-305055
Domestic Office 2 :	126 -128, 1st floor, Shriram Towers, Kingsway, Sadar, Nagpur – 400001, Maharashtra, India

DIRECTORS

AS ON 25.09.2012

Name :	Mr. Surendra Champalal Lodha
Designation :	Whole Time Director
Address :	126 -128, 1st floor, Shriram Towers, Kingsway, Sadar, Nagpur – 400001, Maharashtra, India
Date of Birth/Age :	05.05.1965
Qualification :	B.Com
Date of Appointment :	14.03.2006
DIN No.:	00044782
Name :	Mr. Abhay Narendra Lodha
Designation :	Director
Address :	Vaitarna Building, Flat No. 502, Sir Pochkhanwala Road, Worli Seaface, Worli, Mumbai-400030, Maharashtra, India
Date of Birth/Age :	01.06.1971
Qualification :	B.Com
Date of Appointment :	26.04.2008
DIN No.:	00052194
Name :	Mr. Narendra Champalal Lodha
Designation :	Director
Address :	Flat No. 4, Cozy Mansion, 100/25, Gidney Park, Salisbury Park, Pune - 411037, Maharashtra, India
Date of Birth/Age :	29.12.1947
Qualification :	B.Com
Date of Appointment :	25.09.2012
DIN No.:	00164574
Name :	Mr. Ashwin Narendra Lodha
Designation :	Director
Address :	502, Vaitarna Worli Sagar CHS Limited, Sir Pochkhanwala Road, Worli Seaface, Worli, Mumbai-400030, Maharashtra, India
Date of Appointment :	07.06.2012
DIN No.:	00066948

MAJOR SHAREHOLDERS / SHAREHOLDING PATTERN

AS ON 25.09.2012

Names of Equity Shareholders	No. of Shares
Crest Steel and Power Private Limited, India	3172663
Abhay Narendra Lodha	1
Ashwin Lodha	1
Sheela Lodha	1
Mona Lodha	1
Surendra Lodha	1
Rajesh Kumar Jain	1
Total	3172669

Names of Preference Shareholders	No. of Shares
Crest Steel and Power Private Limited, India	916667
Total	916667

AS ON 25.09.2012

Equity Share Breakup	Percentage of Holding
Category
Bodies corporate	100.00
Total	100.00

BUSINESS DETAILS

Line of Business :

Manufacturer and Supplier of Sponge Iron, Ms Billets and Power.

Products :

ITC Code	Product Descriptions
Sponge Iron H R Coils	7203

PRODUCTION STATUS (AS ON 31.03.2011)

Particulars	Unit	Licensed Capacity	Installed Capacity	Actual Production
Sponge Iron	MT	N.A.	60000	531.21
Steel Melting Shop	MT	N.A.	72000	N.A.
Power	MT	N.A.	30MW	0.000

GENERAL INFORMATION

No. of Employees :

1800 (Approximately)

Bankers :

Ø Punjab National Bank, Forshore Road Branch, Raheja Chambers, Nariman Point, Mumbai – 400021, Maharashtra, India

Ø State Bank of India, Backbay Reclamation Branch, Raheja Chambers, Nariman Point, Mumbai – 400021, Maharashtra, India

Ø Allahabad Bank, Industrial Finance Branch, 37, Mumbai Samachar Marg, Fort, Mumbai – 400023, Maharashtra, India

Facilities :

Secured Loans	31.03.2011	31.03.2010
	(Rs. In Millions)
Rupee term loans banks secured	2287.241	1825.681
Rupee term loans others secured	411.923	97.741
Total	2699.164	1923.422
Unsecured Loans	31.03.2011	31.03.2010
	(Rs. In Millions)
Loans from Directors	0.000	10.000
Deferred sales tax loan unsecured	112.368	0.000
Other debts unsecured	671.625	426.863
Total	783.993	436.863

Banking Relations :	--
Auditors :
Name :	Jain and Chhoriya Chartered Accountants
Address :	59, Gaya Building, 4^th Floor, Yusuf Meher Ali Road, Masjid Bunder, Mumbai-400003, Maharashtra, India
Income-tax PAN of auditor or auditor's firm :	AADFJ9495M
Holding Company :	Crest Steel and Power Private Limited [U27109CT2004PTC016643]
Associates :	Ø Akshata Mercantile Private Limited [U51909MH2001PTC133035] Ø Champalal Motilal Steels Company Private Limited [U27100MH2000PTC127176] Ø Pheonix lmpex Private Limited [U51420MH2004PTC148075] Ø Pheonix Realtors Private Limited Ø Poscho Steels Private Limited Ø Riya Real Estates Private Limited Ø Satyarth Steels and Power Private Limited Ø Topworth Aluminium Private Limited Ø Topworth Energy Private Limited Ø Topworth Pipes and Tubes Private Limited Ø Topworth Steels and Power Private Limited Ø Topworth Edu. and Rural Dev. Foundation

CAPITAL STRUCTURE

AS ON 25.09.2012

Authorised Capital :

No. of Shares	Type	Value	Amount
4750000	Equity Shares	Rs. 100/- each	Rs. 475.000 Millions
1000000	Preference Shares	Rs. 10/- each	Rs. 10.000 Millions
	Total		Rs. 485.000 Millions

Issued, Subscribed & Paid-up Capital :

No. of Shares	Type	Value	Amount
3172669	Equity Shares	Rs.100/- each	Rs. 317.267 Millions
916667	Preference Shares	Rs. 10/- each	Rs. 9.167 Millions
	Total		Rs. 326.434 Millions

AS ON 31.03.2011

Authorised Capital :

No. of Shares	Type	Value	Amount
2000000	Equity Shares	Rs. 100/- each	Rs. 200.000 Millions

Issued, Subscribed & Paid-up Capital :

No. of Shares	Type	Value	Amount
1750999	Equity Shares	Rs.100/- each	Rs. 175.100 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		175.100	175.100	64.683
2] Share Application Money		939.300	257.800	466.272
3] Reserves & Surplus		821.212	765.768	109.246
4] (Accumulated Losses)		0.000	0.000	0.000
NETWORTH		1935.612	1198.668	640.201
LOAN FUNDS
1] Secured Loans		2699.164	1923.422	125.377
2] Unsecured Loans		783.993	436.863	11.709
TOTAL BORROWING		3483.157	2360.285	137.086
DEFERRED TAX LIABILITIES		83.561	34.046	38.007
SALES TAX DEFERRAL		0.000	103.986	90.681
TOTAL		5502.330	3696.985	905.975
APPLICATION OF FUNDS
FIXED ASSETS [Net Block]		2637.232	395.518	218.850
Capital work-in-progress		1353.035	2509.969	301.685
INVESTMENT		2.545	0.205	0.200
DEFERREX TAX ASSETS		0.000	0.000	0.000
CURRENT ASSETS, LOANS & ADVANCES
	Inventories	741.030	367.962	375.662
	Sundry Debtors	2883.150	2224.229	1310.343
	Cash & Bank Balances	246.290	354.999	138.730
	Other Current Assets	0.000	0.000	0.000
	Loans & Advances	1517.370	1034.219	143.284
Total Current Assets		5387.840	3981.409	1968.019
Less : CURRENT LIABILITIES & PROVISIONS
	Sundry Creditors	3786.026	2872.743	1455.985
	Other Current Liabilities	168.402	311.434	126.704
	Provisions	26.718	52.018	5.013
Total Current Liabilities		3981.146	3236.195	1587.702
Net Current Assets		1406.694	745.214	380.317
MISCELLANEOUS EXPENSES		0.000	0.000	0.046
PRE OPERATIVE		102.824	46.079	4.877
TOTAL		5502.330	3696.985	905.975

PROFIT & LOSS ACCOUNT

	PARTICULARS		31.03.2011	31.03.2010	31.03.2009
	SALES
		Income	6099.854	4609.677	3410.340
		Other Income	29.898	81.695	11.504
		TOTAL (A)	6129.752	4691.372	3421.844
Less	EXPENSES
		Consumption materials changes inventories	5579.114	4355.237
		Manufacturing service cost	75.770	32.525
		Employee related expenses	25.224	6.855
		Administrative selling other Expenses	33.285	23.347
		TOTAL (B)	5713.393	4417.964	3285.543
Less	PROFIT BEFORE INTEREST, TAX, DEPRECIATION AND AMORTISATION (A-B) (C)		416.359	273.408	136.301
Less	FINANCIAL EXPENSES (D)		199.831	107.039	87.933
	PROFIT BEFORE TAX, DEPRECIATION AND AMORTISATION (C-D) (E)		216.528	166.369	48.368
Less/ Add	DEPRECIATION/ AMORTISATION (F)		82.805	13.621	13.090
	PROFIT BEFORE TAX (E-F) (G)		133.723	152.748	35.278
Less	TAX (H)		78.278	48.311	3.847
	PROFIT AFTER TAX (G-H) (I)		55.445	104.437	31.431
Add	PREVIOUS YEARS’ BALANCE BROUGHT FORWARD		181.634	77.197	45.766
	BALANCE CARRIED TO THE B/S		237.079	181.634	77.197
	IMPORTS
		Raw Materials	131.897	267.098	0.000
		Components and Spares Parts	1.028	0.000	0.000
		Capital Goods	0.195	2.051	131.906
		Trading activities	194.643	2.051	0.000
	TOTAL IMPORTS		327.763	271.200	131.906
	Earnings Per Share (Rs.)		31.66	59.64	48.59

KEY RATIOS

PARTICULARS		31.03.2011	31.03.2010	31.03.2009
PAT / Total Income	(%)	0.90	2.27	0.92
Net Profit Margin (PBT/Sales)	(%)	2.19	3.31	1.03
Return on Total Assets (PBT/Total Assets}	(%)	1.67	3.49	1.61
Return on Investment (ROI) (PBT/Networth)		0.07	0.13	0.06
Debt Equity Ratio (Total Liability/Networth)		3.86	4.67	2.69
Current Ratio (Current Asset/Current Liability)		1.35	1.23	1.24

LOCAL AGENCY FURTHER INFORMATION

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	Yes
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	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

AMALGAMATION:

The company is in process of Amalgamation with Crest Steel and Power Private Limited (100% Holding Company). The Application for Merger has been filed with the Honourable High Court Mumbai and other respective ministries.

CONTINGENT LIABILITIES:

Contingent liabilities in respect of Excise matter Rs. Nil (Previous Year Rs. 1.456 Millions)

Estimated amount of contracts to be executed on capital account are not provided for (net of advances) Rs. 307.300 Millions.

FIXED ASSETS:

Ø Land

Ø Factory Building

Ø Office Buildings

Ø Plant and Machinery

Ø Electric Installation

Ø Furniture and Fixtures

Ø Computer

Ø Vehicle

Ø Office Equipments

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 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. 54.74
UK Pound	1	Rs. 89.02
Euro	1	Rs. 72.48

INFORMATION DETAILS

Report Prepared by :

BVA

SCORE & RATING EXPLANATIONS

SCORE FACTORS	RANGE	POINTS
HISTORY	1~10	4
PAID-UP CAPITAL	1~10	4
OPERATING SCALE	1~10	4
FINANCIAL CONDITION
--BUSINESS SCALE	1~10	3
--PROFITABILIRY	1~10	4
--LIQUIDITY	1~10	4
--LEVERAGE	1~10	4
--RESERVES	1~10	4
--CREDIT LINES	1~10	4
--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		35

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.