MIRA INFORM REPORT

Report Date :

13.02.2012

IDENTIFICATION DETAILS

Name :	GOODWILL IMPEX LIMITED
Formerly Known As :	ZING INFRASTRUCTURE PRIVATE LIMITED
Registered Office :	G-1/95-96, Sitapura Industrial Area, Sanganer, Jaipur – 302022, Rajasthan
Country :	India
Financials (as on) :	31.03.2011
Date of Incorporation :	02.02.1995
Com. Reg. No.:	17-009413
Capital Investment / Paid-up Capital :	Rs.7.668 Millions
CIN No.: [Company Identification No.]	U17119RJ1995PLC009413
TAN No.: [Tax Deduction & Collection Account No.]	JPRG00534C
PAN No.: [Permanent Account No.]	AAACG5831A
Legal Form :	A Closely Held Public Limited Liability Company
Line of Business :	Manufacturer, Retail, Exports and Trading of Garments.
No. of Employees :	Not Available

RATING & COMMENTS

MIRA’s Rating :

B (29)

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

Maximum Credit Limit :	USD 80000
Status :	Moderate
Payment Behaviour :	Slow
Litigation :	Clear
Comments :	Subject is an established company having moderate track. Profitability of the company appears to be low. However, trade relations are reported as fair. Business is active. Payments are reported to be slow. 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.

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-1/95-96, Sitapura Industrial Area, Sanganer, Jaipur – 302022, Rajasthan, India
Tel. No.:	91-141-2771263/ 2771733/ 2771264
Mobile No.:	91-9828166988 (Mr. Vimal Shah)
Fax No.:	91-141-2771264
E-Mail :	jpsassociates@hotmail.com goodwillimpex@sancharnet.in goodwill@goodwillimpex.com
Website :	http://www.goodwillimpex.com

DIRECTORS

(AS ON 26.08.2011)

Name :

Mr. Ramawtar Shah

Designation :

Whole Time Director

Address :

A-16, Subhash Nagar, Jaipur – 302016, Rajasthan, India

Date of Birth/Age :

24.12.1934

Date of Appointment :

01.10.2006

DIN No.:

00542457

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	U51226RJ1978PTC001791	TEA DISTRIBUTORS (INDIA) PRIVATE LIMITED	Director	27/05/1978	27/05/1978	Active	NO
2	U17226RJ1985PLC003317	SWAGAT INDIA LIMITED	Director	1/5/1992	1/5/1992	Active	NO
3	U17119RJ1995PLC009413	GOODWILL IMPEX LIMITED	Whole-time director	1/10/2009	1/10/2006	Active	NO
4	U52190RJ2008PTC025710	ABHIMANYU TRADECOM PRIVATE LIMITED	Director	16/02/2008	16/02/2008	Active	NO
5	U74994RJ2006PTC022474	GOODWILL DESIGNCRAFT PRIVATE LIMITED	Additional director	25/11/2011	25/11/2011	Active	NO

Name :

Mr. Vimal Shah

Designation :

Whole Time Director

Address :

A-16, Subhash Nagar, Jaipur – 302016, Rajasthan, India

Date of Birth/Age :

28.12.1967

Date of Appointment :

01.10.2004

DIN No.:

01182794

Other Directorship :

S.No.	CIN	Name of the Company	Current designation of the director	Date of appointment at current designation	Original date of appointment	Date of cessation	Company Status	Defaulting status
1	U17119RJ1995PLC009413	GOODWILL IMPEX LIMITED	Whole-time director	1/10/2009	1/10/2004	-	Active	NO
2	U52190RJ2007PTC025228	ABHINANDAN TRADEMART PRIVATE LIMITED	Director	25/10/2007	25/10/2007	-	Active	NO
3	U52190RJ2007PTC025229	KHYATI TRADECOM PRIVATE LIMITED	Director	25/10/2007	25/10/2007	2/7/2011	Active	NO
4	U52190RJ2008PTC025710	ABHIMANYU TRADECOM PRIVATE LIMITED	Director	21/01/2008	21/01/2008	-	Active	NO
5	U52190RJ2008PTC026856	ABHISHEK TRADEMART PRIVATE LIMITED	Director	25/06/2008	25/06/2008	16/08/2010	Active	NO
6	U17226RJ1985PLC003317	SWAGAT INDIA LIMITED	Director	30/09/2008	30/09/2008	-	Active	NO
7	U74994RJ2006PTC022474	GOODWILL DESIGNCRAFT PRIVATE LIMITED	Director	1/4/2011	1/4/2011	-	Active	NO
8	U52190RJ2011PTC036362	SHUBH TRADEMART PRIVATE LIMITED	Director	5/9/2011	5/9/2011	-	Active	NO

Name :

Mrs. Seema Shah

Designation :

Additional Director

Address :

A-16, Subhash Nagar, Jaipur – 302016, Rajasthan, India

Date of Birth/Age :

21.01.1969

Date of Appointment :

18.01.2012

DIN No.:

01876353

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	U52190RJ2011PTC036362	SHUBH TRADEMART PRIVATE LIMITED	Director	5/9/2011	5/9/2011	Active	NO
2	U17119RJ1995PLC009413	GOODWILL IMPEX LIMITED	Additional director	18/01/2012	18/01/2012	Active	NO

MAJOR SHAREHOLDERS / SHAREHOLDING PATTERN

(AS ON 26.08.2011)

Names of Shareholders	No. of Shares
Ramawtar Shah	64834
Vimal Shah	366328
Vimla Devi Shah	63662
Seema Shah	10001
Neeru Shah	01
Nitika Shah	01
Vimal Abhimanyu Shah	26666
Pradeep Shah	2
Aditya Vikram Shah	67000
Ramavtar Pradeep Kumar Shah	84999
Jethanand Roopchand Jethanani	25000
Ramesh Jethnani	25000
Vijay Singh Shekhawat	16667
Amit Khandelwal	16666
Total	766827

(AS ON 30.09.2011)

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]	6.52
Directors or relatives of directors	89.13
Other top fifty shareholders	4.35
Total	100.00

BUSINESS DETAILS

Line of Business :

Manufacturer, Retail, Exports and Trading of Garments.

GENERAL INFORMATION

Customers :

· Indiska Magasinet AB Sweden

· Itochu corporation Limited, Japan

· Yamamotosada Limited, Japan

· I. I. I. Company Limited, Japan

· N.I Teijin Shoji. Company Limited, Japan

· Sumitomu Corporation Kyushu Company Limited,

· Sumikin Bussan Company Limited

No. of Employees :

Not Available

Bankers :

· UCO Bank

Johari Bazaar, Jaipur – 302003, Rajasthan, India

Facilities :

Secured Loans	31.03.2011	31.03.2010
	(Rs. In Millions)
(Secured by mortgaged of Factory Land and Building Pledge of Machinery and Hypothecation of Stock in trade and Export Bills)
UCO Bank Johari Bazar (Pre Shipment Advance)	24.958	17.400
UCO Bank Johari Bazar (Post Shipment Advance)	5.447	2.458
ICICI Bank (Car Loan)	0.013	0.060
ICICI Bank (Car Loan) Indica	0.019	0.126
Kotak Mahindra Prime Limited (Car Loan)	0.424	0.742
Term Loan for Expansion	9.438	6.773
Total	40.299	27.559
Unsecured Loans	31.03.2011	31.03.2010
	(Rs. In Millions)
Loans from Friends and Relatives of Directors	0.440	0.191
Kotak Mahindra Bank Limited	0.000	0.543
Cholamandalam DBS	0.000	(0.003)
G. E. Money	0.000	(0.005)
Barclays Bank	2.796	0.000
Tata Capital Limited	(0.005)	1.020
Standard Chartered Bank	2.036	2.055
Indian Bulls Financial Services Limited	(0.013)	1.715
Total	5.254	5.516

Banking Relations :	--
Auditors :
Name :	Rajesh Gupta and Company Chartered Accountant
Address :	Vyas Building, SMS Highway, Jaipur – 302003, Rajasthan, India
Tel No.:	91-141-2570770
PAN No.:	AADFR5989C

CAPITAL STRUCTURE

(AS ON 26.08.2011)

Authorised Capital :

No. of Shares	Type	Value	Amount
1000000	Equity Share	Rs.10/- each	Rs.10.000 Millions

Issued, Subscribed & Paid-up Capital :

No. of Shares	Type	Value	Amount
916827	Equity Share	Rs.10/- each	Rs.9.168 Millions

(AS ON 31.03.2011)

Authorised Capital :

No. of Shares	Type	Value	Amount
1000000	Equity Share	Rs.10/- each	Rs.10.000 Millions

Issued, Subscribed & Paid-up Capital :

No. of Shares	Type	Value	Amount
766827	Equity Share	Rs.10/- each	Rs.7.668 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		7.668	7.002	5.500
2] Share Application Money		0.500	0.000	0.000
3] Reserves & Surplus		11.495	9.316	5.691
4] (Accumulated Losses)		0.000	0.000	0.000
NETWORTH		19.663	16.318	11.191
LOAN FUNDS
1] Secured Loans		40.299	27.559	20.825
2] Unsecured Loans		5.254	5.516	3.128
TOTAL BORROWING		45.553	33.075	23.953
DEFERRED TAX LIABILITIES		0.000	0.000	0.047
TOTAL		65.216	49.393	35.191
APPLICATION OF FUNDS
FIXED ASSETS [Net Block]		27.715	28.927	17.468
Capital work-in-progress		10.517	0.000	0.000
INVESTMENT		0.118	0.042	0.008
DEFERREX TAX ASSETS		0.084	0.014	0.000
CURRENT ASSETS, LOANS & ADVANCES
	Inventories	70.852	27.414	21.385
	Sundry Debtors	22.990	20.988	20.452
	Cash & Bank Balances	1.051	0.134	0.598
	Other Current Assets	6.558	5.139	2.939
	Loans & Advances	3.556	3.954	0.323
Total Current Assets		105.007	57.629	45.697
Less : CURRENT LIABILITIES & PROVISIONS
	Sundry Creditor	70.867	36.105	27.083
	Other Current Liabilities	6.816	0.690	0.618
	Provisions	0.542	0.424	0.281
Total Current Liabilities		78.225	37.219	27.982
Net Current Assets		26.782	20.410	17.715
MISCELLANEOUS EXPENSES		0.000	0.000	0.000
TOTAL		65.216	49.393	35.191

PROFIT & LOSS ACCOUNT

	PARTICULARS		31.03.2011	31.03.2010	31.03.2009
	SALES
		Income	182.315	108.171	110.106
		Other Income	5.304	4.611	0.864
		TOTAL	187.619	112.782	110.970
Less	EXPENSES
		Raw Materials Consumed	82.655	44.411	42.519
		Cost of Finished Goods	1.528	0.022	4.089
		Manufacturing Expenses	76.172	48.387	49.471
		Prior Period Items	0.071	0.015	(0.007)
		Establishment Expenses	3.890	3.155	2.137
		Administrative Expenses	3.122	2.042	1.970
		Export Sales Expenses	13.739	9.652	6.386
		In-Operative Expenses	5.248	4.297	3.566
		TOTAL	186.425	111.981	110.131
	PROFIT BEFORE TAX		1.194	0.801	0.839
Less	TAX		0.348	0.179	0.318
	PROFIT AFTER TAX		0.846	0.622	0.521
Add	PREVIOUS YEARS’ BALANCE BROUGHT FORWARD		0.112	0.090	0.069
Less	APPROPRIATIONS
		Transfer to General Reserve	0.850	0.600	0.500
	BALANCE CARRIED TO THE B/S		0.108	0.112	0.090
	EARNINGS IN FOREIGN CURRENCY		170.130	98.966	101.858
	Earnings Per Share (Rs.)		1.10	0.89	0.95

KEY RATIOS

PARTICULARS		31.03.2011	31.03.2010	31.03.2009
PAT / Total Income	(%)	0.45	0.55	0.47
Net Profit Margin (PBT/Sales)	(%)	0.65	0.74	0.76
Return on Total Assets (PBT/Total Assets}	(%)	0.90	0.93	1.33
Return on Investment (ROI) (PBT/Networth)		0.06	0.05	0.07
Debt Equity Ratio (Total Liability/Networth)		6.29	4.31	4.64
Current Ratio (Current Asset/Current Liability)		1.34	1.55	1.63

LOCAL AGENCY FURTHER INFORMATION

WORKING AND FUTURE PROSPECTS:

The company has successfully marched ahead on the growth path. The company was able to perform outstandingly with the foresightedness and the effective strategic planning of the trusted directors and eventually touched the turnover level of Rs.182.315 Millions as against Rs.108.171 Millions during last year, which is highly commendable. The company posted a Net Profit (After tax) of Rs.0.846 Million as compared to Rs.0.622 Millions in the previous year, which is also appreciable. The Directors foresee enough growth prospects for the company in near future and are hopeful to report better performance of the company in the years to come.

FORM 8:

Corporate identity number of the company	U17119RJ1995PLC009413
Name of the company	GOODWILL IMPEX LIMITED
Address of the registered office or of the principal place of business in India of the company	G-1/95-96, Sitapura Industrial Area, Sanganer, Jaipur – 302022, Rajasthan, India jpsassociates@hotmail.com
This form is for	Modification of charge
Charge identification number of the modified	80022137
Type of charge	Immovable property Movable property (not being pledge)
Particular of charge holder	· UCO Bank Johari Bazaar, Jaipur – 302003, Rajasthan, India ucobankjbz@sify.com
Nature of description of the instrument creating or modifying the charge	Hypothecation of Plant and Machinery as Additional Security dated 28.12.2011. Packing Credit Form Agreement for Inland/ Foreign bills purchased dated 28.12.2011.
Date of instrument Creating the charge	28/12/2011
Amount secured by the charge	Rs.81.000 Millions
Brief particulars of the principal terms an conditions and extent and operation of the charge	Rate of Interest 2% over and above the normal rate of interest i.e. Base rate plus 1.50% plus 2.00% = 14.25% p.a. Terms of Repayment ADHOC Cash Credit of Rs.6.000 Millions for a period of three months. Margin 25% Extent and Operation of the charge First Charge
Short particulars of the property charged	Primary-Hypothecation on the entire stocks, receivables, bills and other chargeable current assets of the company (both present and future) and plant and machinery of the company. Equitable Mortgage of Land and Building situated at G-1, 95-96 Sitapura Ind. Area, Sanganer, Jaipur. Equitable Mortgage of Land and Building situated at G-105, Sitapura Ind. Area, Sanganer, Jaipur.
Date of latest modification prior to the present modification	26/08/2011
Particulars of the present modification	Total limit increased to Rs.81.000 Millions as per following break-up:- Term Loan:- Rs.10.000 Millions Packing Credit Limit (PCL):- Rs.40.000 Millions ADHOC Cash Credit Limit of Rs.6.000 Millions for a period of Three Months Post Shipment credit limit (PSL):- Rs.10.000 Millions 20% Stand by limit under UCO expo gold card scheme :- 10.000 Millions Total Fund Based limit:- Rs.76.000 Millions Total Non Fund based limit:- Rs.5.000 Millions

FIXED ASSETS:

· Electrical Fittings

· Factory Building

· Plant and Machinery

· Transformer and Generator

· CC Camera

· Ducting Plant

· Design

· Block and Screen

· Air Conditioner

· Computer

· Furniture and Fixture

· Leasehold Land

· Fire Fighting Equipment

· Office Applicant and Equipment

· Motor Car

· Motor Cycle

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.49.64
UK Pound	1	Rs.78.35
Euro	1	Rs.65.80

SCORE & RATING EXPLANATIONS

SCORE FACTORS	RANGE	POINTS
HISTORY	1~10	4
PAID-UP CAPITAL	1~10	3
OPERATING SCALE	1~10	3
FINANCIAL CONDITION
--BUSINESS SCALE	1~10	3
--PROFITABILIRY	1~10	3
--LIQUIDITY	1~10	3
--LEVERAGE	1~10	3
--RESERVES	1~10	4
--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	YES
--AFFILIATION	YES/NO	NO
--LISTED	YES/NO	NO
--OTHER MERIT FACTORS	YES/NO	YES
TOTAL		29

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	-

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This report is issued at your request without any risk and responsibility on the part of MIRA INFORM PRIVATE LIMITED (MIPL) or its officials.