MIRA INFORM REPORT

Report Date :

06.02.2012

IDENTIFICATION DETAILS

Name :	BLUES CLOTHING COMPANY LIMITED (w.e.f. 12.10.2010)
Formerly Known As :	BLUES CLOTHING COMPANY PRIVATE LIMITED
Registered Office :	G-9, N.D.S.E., Part-I, New Delhi – 110 049
Country :	India
Financials (as on) :	31.03.2011
Date of Incorporation :	01.08.2005
Com. Reg. No.:	55-139193
Capital Investment / Paid-up Capital :	Rs.40.668 Millions
CIN No.: [Company Identification No.]	U18101DL2005PLC139193
TAN No.: [Tax Deduction & Collection Account No.]	DELB08476G
PAN No.: [Permanent Account No.]	AACCB6795J
Legal Form :	A Closely Held Public Limited Liability Company
Line of Business :	The Company is engaged in trading of high-end luxury brands of garments.
No. of Employees :	Not Available

RATING & COMMENTS

MIRA’s Rating :

Ba (46)

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

Maximum Credit Limit :	USD 2039000
Status :	Satisfactory
Payment Behaviour :	Usually correct
Litigation :	Clear
Comments :	Subject is an established company having satisfactory track. 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 – September 30, 2011

Country Name	Previous Rating (30.06.2011)	Current Rating (30.09.2011)
India	A1	A1

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

LOCATIONS

Registered Office :	G-9, N.D.S.E., Part-I, New Delhi – 110 049, India
Tel. No.:	91-11-24692020/ 24692121/ 46888888/ 46888880
Fax No.:	91-11-24692424
E-Mail :	dinesh@bluesclothingcompany.com
Website :	www.bluesclothingcompany.com

DIRECTORS

As on 30.09.2011

Name :

Mr. Dinesh Shadi Lal Sehgal

Designation :

Managing Director

Address :

Form No.4, Sultanpur, Gadaipur, Mehrauli, New Delhi – 110 030, India

Date of Birth/Age :

22.02.1963

Qualification :

Graduate

Date of Appointment :

01.08.2005

DIN No.:

00456510

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	U18101DL2005PLC139193	Blues Clothing Company Limited	Managing director	01-09-10	01-08-05	Active	NO
2	U52100DL1998PTC094184	Blues Luxury Impex Private Limited	Director	20-08-09	19-02-09	Active	NO
3	U52100DL1998PTC091561	Pearl Traders Private Limited	Additional director	01-06-11	01-06-11	Active	NO

Name :

Mr. Udit Dinesh Sehgal

Designation :

Whole Time Director

Address :

Farm No.4, Sultanpur, Gadaipur, Mehrauli, New Delhi – 110 030, India

Date of Birth/Age :

19.04.1988

Date of Appointment :

01.07.2010

DIN No.:

03103814

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	U18101DL2005PLC139193	Blues Clothing Company Limited	Director	28-09-10	01-07-10	Active	NO

Name :

Mr. Nitesh Dinesh Sehgal

Designation :

Whole Time Director

Address :

Farm No.4, Sultanpur, Gadaipur, New Delhi – 110 030, India

Date of Birth/Age :

25.01.1987

Date of Appointment :

01.07.2010

DIN No.:

03103811

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	U18101DL2005PLC139193	Blues Clothing Company Limited	Director	28-09-10	01-07-10	Active	NO

MAJOR SHAREHOLDERS / SHAREHOLDING PATTERN

As on 30.09.2011

Names of Shareholders	No. of Shares
Dinesh Sehgal	2698129
Harsh Sehgal	83733
Nitesh Sehgal	5000
Udit Sehgal	3333
Blues Luxury Impex Private Limited, India	1306561
Anil Aggarwal	1
Arykita Trading Private Limited, India	309265
Orion Hotels Private Limited, India	226349
Total	4632371

As on 12.10.2011

Names of Allottees	No. of Shares
Orion Hotels Private Limited, India	63492
Total	63492

As on 30.09.2011

Equity Share Breakup	Percentage of Holding
Category
Bodies corporate	39.76
Directors or relatives of directors	60.23
Other top fifty shareholders	0.01
Total	100.00

BUSINESS DETAILS

Line of Business :

The Company is engaged in trading of high-end luxury brands of garments.

Products :

Item Code No.	Product Description
Nil	Clothes

GENERAL INFORMATION

No. of Employees :

Not Available

Bankers :

v Oriental Bank of Commerce, G-11 (Market), South Extension Part I, New Delhi – 110 049, India

v Union Bank of India, D-43, South Extension Part-I, New Delhi – 110 049, India

v Kotak Mahindra Bank

v Indian Overseas Bank, Janpath Branch, F-47, Malhotra Building, Janpath, New Delhi – 110 001, India

v HDFC Bank

v ICICI Bank

Facilities :

Secured Loans	31.03.2011 (Rs. in Millions)	31.03.2010 (Rs. in Millions)
a) Term Loans
From Union Bank of India	52.417	70.053
From Oriental Bank of Commerce	41.066	17.405
From India Overseas Bank	99.696	40.451
b) Working Capital Loans
From Union Bank of India	128.683	136.414
From Oriental Bank of Commerce	151.651	84.720
From Indian Overseas Bank	153.962	89.438
From Kotak Mahindra Bank	0.000	8.713
b) Vehicle Loans
BMW Financial Services	3.263	0.000
From HDFC Bank	1.502	2.663
From ICICI Bank	0.589	1.034
Total	632.829	450.892

Unsecured Loans	31.03.2011 (Rs. in Millions)	31.03.2010 (Rs. in Millions)
Loan from Directors	41.300	32.400
Loan from Others	43.424	36.612
Total	84.724	65.012

Banking Relations :	--
Auditors :
Name :	Aggarwal and Rampal Chartered Accountants
Address :	E 67 (LGF), Masjid Moth, Greater Kailash III, New Delhi – 110 048, India
Tel. No.:	91-11-29225738/ 29226167/ 40512886/ 87/ 88/ 89/ 90
Fax No.:	91-11-41636506
E-Mail :	vinay7@vsnl.com
Pan No.:	AAPFA8244F
Proprietorship/Firm/Company in which directors are interested :	v Blues Jewellary Company v Blues Luxuary Impex Private Limited

CAPITAL STRUCTURE

After 30.09.2011

Authorised Capital :

No. of Shares	Type	Value	Amount
7000000	Equity Shares	Rs.10/- each	Rs.70.000 Millions

Issued, Subscribed & Paid-up Capital :

No. of Shares	Type	Value	Amount
4695863	Equity Shares	Rs.10/- each	Rs.46.959 Millions

As on 30.09.2011

Authorised Capital :

No. of Shares	Type	Value	Amount
7000000	Equity Shares	Rs.10/- each	Rs.70.000 Millions

Issued, Subscribed & Paid-up Capital :

No. of Shares	Type	Value	Amount
4632371	Equity Shares	Rs.10/- each	Rs.46.324 Millions

As on 31.03.2011

Authorised Capital :

No. of Shares	Type	Value	Amount
7000000	Equity Shares	Rs.10/- each	Rs.70.000 Millions

Issued, Subscribed & Paid-up Capital :

No. of Shares	Type	Value	Amount
4066803	Equity Shares	Rs.10/- each	Rs.40.668 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		40.668	38.783	26.675
2] Share Application Money		150.577	44.877	72.647
3] Reserves & Surplus		318.473	216.696	123.823
4] (Accumulated Losses)		0.000	0.000	0.000
NETWORTH		509.718	300.356	223.145
LOAN FUNDS
1] Secured Loans		632.829	450.892	345.916
2] Unsecured Loans		84.724	65.012	10.000
TOTAL BORROWING		717.553	515.904	355.916
DEFERRED TAX LIABILITIES		4.324	3.622	0.833
TOTAL		1231.595	819.882	579.894
APPLICATION OF FUNDS
FIXED ASSETS [Net Block]		295.824	183.255	116.924
Capital work-in-progress		4.108	5.765	4.883
INVESTMENT		0.000	0.000	0.000
DEFERREX TAX ASSETS		0.000	0.000	0.000
CURRENT ASSETS, LOANS & ADVANCES
	Inventories	790.909	526.375	362.558
	Sundry Debtors	423.237	86.515	117.196
	Cash & Bank Balances	46.490	25.519	19.562
	Other Current Assets	0.000	0.000	0.000
	Loans & Advances	146.252	148.544	118.987
Total Current Assets		1406.888	786.953	618.303
Less : CURRENT LIABILITIES & PROVISIONS
	Sundry Creditors	420.403	138.141	146.346
	Other Current Liabilities	20.275	13.132	5.825
	Provisions	34.547	4.818	8.045
Total Current Liabilities		475.225	156.091	160.216
Net Current Assets		931.663	630.862	458.087
MISCELLANEOUS EXPENSES		0.000	0.000	0.000
TOTAL		1231.595	819.882	579.894

PROFIT & LOSS ACCOUNT

	PARTICULARS		31.03.2011	31.03.2010	31.03.2009
	SALES
		Operating revenue, net	1630.658	1069.971	683.155
		Other Income	38.236	33.089	17.986
		TOTAL (A)	1668.894	1103.060	701.141
Less	EXPENSES
		Consumption materials changes inventories	941.964	665.304	600.268
		Manufacturing service costs	68.984	59.900
		Employee related expenses	55.678	30.549
		Administrative selling other expenses	363.995	197.393
		TOTAL (B)	1430.621	953.146	600.268
Less	PROFIT BEFORE INTEREST, TAX, DEPRECIATION AND AMORTISATION (A-B) (C)		238.273	149.914	100.873
Less	INTEREST FINANCIAL CHARGES (D)		100.596	68.491	53.231
	PROFIT BEFORE TAX, DEPRECIATION AND AMORTISATION (C-D) (E)		137.677	81.423	47.642
Less/ Add	DEPRECIATION/ AMORTISATION (F)		31.766	31.286	17.369
	PROFIT BEFORE TAX (E-F) (G)		105.911	50.137	30.273
Less	TAX (H)		35.596	17.802	15.240
	PROFIT AFTER TAX (G-H) (I)		70.315	32.335	15.033
	PREVIOUS YEARS’ BALANCE BROUGHT FORWARD		67.632	35.297	20.264
	BALANCE CARRIED TO THE B/S		136.295	67.632	35.297
	IMPORTS
		Finished Goods (Purchases)	NA	215.982	232.085
		Capital Goods	NA	42.155	28.901
	TOTAL IMPORTS		NA	258.137	260.986
	Earnings Per Share (Rs.)		17.49	9.36	6.77

KEY RATIOS

PARTICULARS		31.03.2011	31.03.2010	31.03.2009
PAT / Total Income	(%)	4.21	2.93	2.14
Net Profit Margin (PBT/Sales)	(%)	6.49	4.69	4.43
Return on Total Assets (PBT/Total Assets}	(%)	6.22	5.17	4.12
Return on Investment (ROI) (PBT/Networth)		0.21	0.17	0.14
Debt Equity Ratio (Total Liability/Networth)		2.34	2.24	2.31
Current Ratio (Current Asset/Current Liability)		2.96	5.04	3.86

LOCAL AGENCY FURTHER INFORMATION

Note:

The registered office of the company has been shifted from G-13, N.D.S.E., Part 1, New Delhi – 110 049 to the present address.

REVIEW OF OPERATIONS:

During the year the Company has recorded a tremendous growth in sales. During the year 2010-2011, the Company has achieved a sales turnover of Rs.1630.658 millions, against Rs.1069.971 millions in the previous year. Income from operations went up from 1266.876 millions in F.Y 2009-2010 to Rs.1933.427 millions in F.Y 2010-2011 recording a growth of 52 percent. Profit before depreciation, interest and tax stood at 238.274 millions an increase of 59 percent over the preceding year. Profit after tax for F.Y 2010-2011 is Rs.70.315 millions an increase of 117 percent over F.Y 2009-2010. The Company continued its ongoing efforts to increase all around efficiency. The Company’s value retail business has grown in size and scale during the past couple of years and continuous efforts are being made in order to bring in a more focused approach towards growing it further.

EXPANSION:

During the year steady progress has been made in all the ongoing expansion to enhance the business.

During the year the company has expanded its operation in Delhi and Mumbai and started its operations in Hyderabad and Bangalore. Possibility of further expansion is being explored in other locations to enable the Company to make stronger footprint in the retail industry.

Contingent liability is on account of:

Particulars	31.03.2011 (Rs. in millions)
Letter of Credit	3.960

FORM 8:

Corporate identity number of the company	U18101DL2005PLC139193
Name of the company	BLUES CLOTHING COMPANY LIMITED
Address of the registered office or of the principal place of business in India of the company	G-9, N.D.S.E., Part-I, New Delhi – 110 049, India E-Mail: accounts@bluesclothingcompany.com
This form is for	Modification of charge
Charge identification number of the modified	10072507
Type of charge	Immovable Property Book Debts Movable Property (not being pledge) Floating Charge Others (stocks, Book debt, Plant and Machinery, current and fixed assets)
Particular of charge holder	Union Bank of India, D-43, South Extension Part-I, New Delhi – 110 049, India E-Mail: southextn@unionbankofindia.com
Nature of description of the instrument creating or modifying the charge	Hypothecation agreement of goods and debts (SD-06) dated 25.08.2011
Date of instrument Creating the charge	25.08.2011
Amount secured by the charge	Rs.333.100 millions
Brief particulars of the principal terms an conditions and extent and operation of the charge	Rate of Interest: As per sanction terms and bank norms Terms of Repayment: As per sanction terms and bank norms Margin: As per sanction terms and bank norms Extent and Operation of the charge: Charge on assets is to secure the following credit facilities sanctioned to the company: cash credit Rs.180.000 millions ADHOC cash credit Rs.40.000 millions (fresh) import/inland LC/buyers credit Rs.70.000 millions and term loans(outstanding) Rs.43.100 millions total Rs.333.100 millions
Short particulars of the property charged	First pari passu charge on stocks, book debts, plant and machinery and other current and fixed assets present and future First pari passu charge by way of EM of Farm House No.4 situated at village Godaipur, Tehsil Hauz Khas, New Delhi in the name of Mr. Dinesh Sehgal First pari passu charge by way of EM of commercial property at F-38, First floor, room bearing private no-3 (rear and front portions), NDSE part-1, owned by Mrs. Veena Sehgal and Mrs. Harsh Sehgal First pari passu charge by way of EM of commercial property at F-38,lower ground floor, Private Shop No.B-1, South Ext. Part I, New Delhi owned by Mr. Dinesh Sehgal First pari passu charge by way of EM of Entire First, second and third floors of commercial property no G-9, NDSE part-1,(along with 200 sft at ground floor & terrace rights)owned by Mr. Dinesh Sehgal. First pari passu charge by way of EM of Entire third floor with terrace rights of commercial property no-G-8, NDSE-Part-1, New Delhi-49 owned by Mr. Dinesh Sehgal.
Date of latest modification prior to the present modification	29.12.2008
Particulars of the present modification	Amount secured is increased to Rs.333.100 millions to secure cash credit Rs.180.000 millions ADHOC cash credit Rs.40.000 millions (fresh) import/inland LC/buyers credit Rs.70.000 millions and term loans (outstanding) Rs.43.100 millions other terms and conditions remain same.

Corporate identity number of the company	U18101DL2005PLC139193
Name of the company	BLUES CLOTHING COMPANY LIMITED
Address of the registered office or of the principal place of business in India of the company	G-9, N.D.S.E., Part-I, New Delhi – 110 049, India
This form is for	Creation of charge
Type of charge	Book Debts Movable Property Floating Charge Immovable Property First P/P Charge on current and fixed assets
Particular of charge holder	Indian Overseas Bank, Janpath Branch, F-47, Malhotra Building, Janpath, New Delhi – 110 001, India E-Mail: gselvam.ganesan@gmail.com
Nature of instrument creating charge	F110A Letter of Hypothecation, F110E Letter of Hypothecation
Date of instrument Creating the charge	30.11.2010
Amount secured by the charge	Rs.10.000 Millions
Brief of the principal terms an conditions and extent and operation of the charge	Rate of Interest - As per sanction terms and bank norms Terms of Repayment - Repayable as per sanction terms and bank norms Margin - Margin 25% Extent and Operation of the charge - First pari passu charge on assets is to secure the ADHOC cash credit limit of Rs.10.000 millions sanctioned to the company
Particulars of the property charged	First charge pari passu on whole of stocks, book debts and other current assets present and future First pari passu charge on plant and machinery, spares, tools and accessories, all other movables and fixed assets of the company present and future First pari passu charge by way of EM of Farm House No.4 situated at village Godaipur, Tehsil Hauz Khas, New Delhi in the name of Mr. Dinesh Sehgal first pari passu charge by way of EM of commercial property at F-38,First floor, room bearing private no-3(rear and front portions), NDSE part-1, owned by Mrs. Veena Sehgal and Mrs. Harsh Sehgal first pari passu charge by way of EM of commercial property at F-38,lower ground floor, Private Shop No.B-1,South Ext. Part I,New Delhi owned by Mr. Dinesh Sehgal first pari passu charge by way of EM of Entire First, second and third floors of commercial property no G-9, NDSE part-1, (along with 200 sft at ground floor and terrace rights)owned by Mr. Dinesh Sehgal first pari passu charge by way of EM of Entire third floor with terrace rights of commercial property no-G-8, NDSE-part-1,New Delhi-49 owned by Mr. Dinesh Sehgal.

FIXED ASSETS:

v Leasehold Buildings

v Plant and machinery

v Vehicles

v Office equipments

v Computers

v Furniture and fixtures

v Software

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.48.96
UK Pound	1	Rs.77.47
Euro	1	Rs.64.40

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	6
--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	NO
--AFFILIATION	YES/NO	NO
--LISTED	YES/NO	NO
--OTHER MERIT FACTORS	YES/NO	YES
TOTAL		46

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.