MIRA INFORM REPORT

Report Date :

18.02.2012

IDENTIFICATION DETAILS

Name :	VENUS FOOTARTS LIMITED
Registered Office :	H-132 to 139, Industrial Area, Neem Ka Thana, Sikar-332713, Rajasthan
Country :	India
Financials (as on) :	31.03.2011
Date of Incorporation :	03.04.2006
Com. Reg. No.:	17-22333
Capital Investment / Paid-up Capital :	Rs.112.567 Millions
CIN No.: [Company Identification No.]	U19201RJ2006PLC022333
TAN No.: [Tax Deduction & Collection Account No.]	JPRV02421G
PAN No.: [Permanent Account No.]	AACCY2248Q
Legal Form :	A Closely Held Public Limited Liability Company
Line of Business :	Manufacturer and Exporter of Footwear.
No. of Employees :	Not Available

RATING & COMMENTS

MIRA’s Rating :

B (34)

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

Maximum Credit Limit :	USD 700000
Status :	Moderate
Payment Behaviour :	Slow but correct
Litigation :	Clear
Comments :	Subject is an established company having moderate track. Profitability of the company appears to be low. However, the company is progressing. Trade relations are reported as fair. Business is active. Payments are reported to be slow but correct. The company can be considered for small 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 :	H-132 to 139, Industrial Area, Neem Ka Thana, Sikar-332713, Rajasthan, India
Tel. No.:	91-1574-230084
Fax No.:	91-1574-230960
E-Mail :	info@venusfootarts.com venusfootarts@yahoo.com
Website :	www.venusfootarts.com
Jaipur Office:	2, Gopinath Marg, Opposite Hotel Jai Singh Palace, Jaipur-302001, Rajasthan, India
Tel. No.:	91-141-2360457
Fax No.:	91-141-2360458

DIRECTORS

As on 08.09.2011

Name :

Mr. Raj Kumar Agarwal

Designation :

Director

Address :

202A, Sawaldas Joshi Ward No.2, Neem Ka Thana, Rajasthan, India

Date of Birth/Age :

10.02.1957

Qualification :

B.Com, CA (Intermediate)

Date of Appointment :

03.04.2006

Din No.:

00034621

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	L29130RJ1990PLC005370	AKS BEARINGS LIMITED	Director	25-07-90	25-07-90	Active	NO
2	U19201RJ2006PLC022333	VENUS FOOTARTS LIMITED	Whole-time director	04-04-06	03-04-06	Active	NO

Name :

Mr. Subhash Chand Banka

Designation :

Director

Address :

284, Ward No. 2, Neem Ka Thana, Rajasthan, India

Date of Birth/Age :

48 Years

Qualification :

M.Com

Date of Appointment :

03.04.2006

Din No.:

00034637

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	U19201RJ2006PLC022333	VENUS FOOTARTS LIMITED	Whole-time director	04-04-06	03-04-06	Active	NO

Name :

Mr. Babulal Gupta

Designation :

Director

Address :

Subhash Mandi, Neem Ka Thana, Rajasthan, India

Date of Birth/Age :

06.07.1937

Date of Appointment :

03.04.2006

Din No.:

01267620

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	U19201RJ1990PTC005399	RAJASTHAN FOOTWEARS PRIVATE LIMITED	Director	28-08-98	28-08-98	Active	NO
2	U19201RJ2006PLC022333	VENUS FOOTARTS LIMITED	Director	03-04-06	03-04-06	Active	NO

Name :

Mr. Vishnu Mohan Garg

Designation :

Director

Address :

1589 Shivpuri, Ward No. 9, Neem Ka Thana, Rajasthan, India

Date of Birth/Age :

10.06.1955

Date of Appointment :

03.04.2006

Din No.:

01269270

Name :

Mr. Vasu Dev Gupta

Designation :

Director

Address :

Near Railway Phatat, Shahpura Road, Ward No. 2, Neem Ka Thana, Rajasthan, India

Date of Birth/Age :

30.01.1959

Date of Appointment :

01.08.2011

Name :

Mr. Ashish Deewan

Designation :

Director

Address :

Akash Ganga, Neem Ka Thana, Rajasthan, India

Date of Birth/Age :

08.09.1985

Date of Appointment :

01.08.2011

Name :

Mr. Vipul Banka

Designation :

Director

Address :

Ward No. 2, Shahpura Road, Neem Ka Thana, Rajasthan, India

Date of Birth/Age :

04.11.1985

Date of Appointment :

01.08.2011

KEY EXECUTIVES

Name :	Ms. Shilpi Jain
Designation :	Company Secretary
Address :	C/O Shri Vijay Gupta, 541, Scheme No. 10, Vivek Vihar, Alwar, Rajasthan, India
Date of Birth/Age :	15.07.1978
Date of Appointment :	15.06.2011

MAJOR SHAREHOLDERS / SHAREHOLDING PATTERN

As on 08.09.2011

Names of Shareholders	No. of Shares
Trilok Chand Deewan	1894000
Rajkumar Agarwal	2710000
Subhash Chanda Banka	2736665
Vasudev Gupta	100000
Usha Banka	420000
Sarta Deewan	735000
Radheshyam Deewan	36000
Trilok Chand Defwan(HUF)	500000
Ashish Dewan	370000
Kiran Dewan	150000
Snehlata Agarwal	840000
Vipul Banka	320000
Vaibhav Banka	210000
Babu Lal Gupta	20000
Ashok Kumar Gupta	30000
Vimala Dev	30000
Sangita Gupta	30000
Rekha Gupta	5000
Lalit Prasad Gupta	10000
Banarsi Devi	10000
Manqj Kumar Agarwal	5000
Seema Agarwal	10000
San War Mal Agarwal	10000
Pushpa Agarwal	5000
Rajendra Mohan Agarwal	10000
Manoj Kumar Agarwal(HUF)	10000
Rajendra Mohan Agarwal(HUF)	10000
Lalit Prasad Gupta (HUF)	10000
Animesh Agarwal	30000
Total	11256665

As on 08.09.2011

Equity Share Breakup	Percentage of Holding
Category
Directors or relatives of directors	100.00

BUSINESS DETAILS

Line of Business :

Manufacturer and Exporter of Footwear.

PRODUCTION STATUS [AS ON 31.03.2010]

Installed Capacity	15000000 Pairs
Actual Production	11580576 Pairs

NOTE: The Installed capacity is as certified by the management and accepted by the auditors, as it is a technical matter.

GENERAL INFORMATION

Bankers :

HDFC Bank Limited – HDFC Bank House Senapati Bapat Marg, Lowe Parel W, Mumbai – 400013, Maharashtra, India

Facilities :

Secured Loan	As on 31.03.2011 [Rs. in Millions]	As on 31.03.2010 [Rs. in Millions]
Working capital loans financial institution	39.592	10.623
Total	39.592	10.623
Unsecured Loan
Loans subsidiaries	57.488	43.048
Other debts	5.710	6.676
Total	63.198	49.724

Banking Relations :	--
Auditors :
Name :	Gupta Garg and Company Chartered Accountant
Address :	H-1/35, Ram Vihar Building, IInd Floor, Opposite GPO M. I Road, Jaipur – 302001, Rajasthan, India
Tel. No.:	91-141-2371432/2361466
Mobile No.:	91-9828012935
Fax No.:	91-141-2377976

CAPITAL STRUCTURE

As on 31.03.2011

Authorised Capital :

No. of Shares	Type	Value	Amount
14000000	Equity Shares	Rs.10/- each	Rs.140.000 Millions

Issued, Subscribed & Paid-up Capital :

No. of Shares	Type	Value	Amount
11256665	Equity Shares	Rs.10/- each	Rs.112.567 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		112.567	112.567	112.567
2] Share Application Money		0.000	0.000	0.000
3] Reserves & Surplus		62.525	46.311	35.153
4] (Accumulated Losses)		0.000	0.000	0.000
NETWORTH		175.092	158.878	147.720
LOAN FUNDS
1] Secured Loans		39.592	10.623	5.171
2] Unsecured Loans		63.198	49.724	48.801
TOTAL BORROWING		102.790	60.347	53.972
DEFERRED TAX LIABILITIES		4.512	5.253	5.627
TOTAL		282.394	224.478	207.319
APPLICATION OF FUNDS
FIXED ASSETS [Net Block]		110.549	98.627	82.544
Capital work-in-progress		0.000	0.000	0.000
INVESTMENT		0.204	0.504	0.203
DEFERREX TAX ASSETS		0.000	0.000	0.000
CURRENT ASSETS, LOANS & ADVANCES
	Inventories	174.008	117.538	99.018
	Sundry Debtors	54.813	39.538	36.662
	Cash & Bank Balances	3.824	6.667	9.801
	Other Current Assets	0.000	0.213	1.222
	Loans & Advances	20.040	17.654	14.907
Total Current Assets		252.685	181.610	161.610
Less : CURRENT LIABILITIES & PROVISIONS
	Sundry Creditors	49.230	26.680	18.603
	Other Current Liabilities	12.156	10.180	8.760
	Provisions	19.702	19.492	9.675
Total Current Liabilities		81.088	56.352	37.038
Net Current Assets		171.597	125.258	124.572
MISCELLANEOUS EXPENSES		0.044	0.089	0.000
TOTAL		282.394	224.478	207.319

PROFIT & LOSS ACCOUNT

	PARTICULARS		31.03.2011	31.03.2010	31.03.2009
	SALES
		Income	770.789	687.074	551.079
		Other Income	2.080	3.285	1.439
		TOTAL (A)	772.869	690.359	552.518
Less	EXPENSES
		Consumption Materials Changes Inventories	600.039	460.766
		Manufacturing Services Cost	48.924	46.100
		Contract Cost	0.709	0.476	514.411
		Employee Related Expenses	98.587	90.969
		Administrative Selling and Other Expenses	59.096	55.345
		Research Development Expenditure	0.070	0.126
		TOTAL (B)	807.425	653.782	514.411
Less	PROFIT / (LOSS) BEFORE INTEREST, TAX, DEPRECIATION AND AMORTISATION (A-B) (C)		(34.556)	36.577	38.107
Less	FINANCIAL EXPENSES (D)		10.281	5.802	7.160
	PROFIT / (LOSS) BEFORE TAX, DEPRECIATION AND AMORTISATION (C-D) (E)		(44.837)	30.775	30.947
Less/ Add	DEPRECIATION/ AMORTISATION (F)		17.062	14.130	12.314
	PROFIT / (LOSS) BEFORE TAX (E-F) (G)		(61.899)	16.645	18.633
Less	TAX (H)		7.595	8.507	12.248
	PROFIT / (LOSS) AFTER TAX (G-H) (I)		(69.494)	8.138	6.385
	EARNINGS IN FOREIGN CURRENCY
		Export Earnings	2.013	5.859	6.505
	IMPORTS
		Raw Materials	6.153	NA	4.682
	Earnings / (Loss) Per Share (Rs.)		(6.17)	0.72	0.57

KEY RATIOS

PARTICULARS		31.03.2011	31.03.2010	31.03.2009
PAT / Total Income	(%)	(8.99)	1.18	1.16
Net Profit Margin (PBT/Sales)	(%)	(8.03)	2.42	3.38
Return on Total Assets (PBT/Total Assets}	(%)	(17.04)	2.94	7.63
Return on Investment (ROI) (PBT/Networth)		(0.35)	0.10	0.13
Debt Equity Ratio (Total Liability/Networth)		1.05	0.73	0.62
Current Ratio (Current Asset/Current Liability)		3.12	3.22	4.36

LOCAL AGENCY FURTHER INFORMATION

NOTE:

The registered office of the company has been shifted from F-128, Industrial Area, Neem Ka Thana, Sikar-332713, Rajasthan, India to the present address.

BACKGROUND:

Subject was incorporated on April 3, 2006 by registering erstwhile partnership firm Relax Rubber Products under part IX of the Companies Act, 1956. The Company is engaged in the business of manufacturing, processing, selling within and outside India of all kinds of shoes, leather shoes, canvas shoes, hawai chappls and other similar products and components.

RESULTS OF OPERATIONS:

During the year the company achieved improved results in terms of sales, net worth and assets. The company has delivered record financial and operating performance amidst competitive and volatile market condition.

Company has achieved 12.20% growth in turnover whereas profit after tax has increased to 45.32%. The products of the company are available almost in the entire of the country and in some countries in Europe also and are admired by public at large.

BANKERS CHARGES REPORT AS PER REGISTRY

This form is for	Modification of charge
Charge identification number of the modified	10018102
Corporate identity number of the company	U19201RJ2006PLC022333
Name of the company	VENUS FOOTARTS LIMITED
Address of the registered office or of the principal place of business in India of the company	F 128, Industrial Area, Neem Ka Thana, Sikar-332713, Rajasthan, India
Type of charge	Book Debts Immovable Property Floating Charge
Particular of charge holder	HDFC Bank Limited – HDFC Bank House Senapati Bapat Marg, Lowe Parel W, Mumbai – 400013, Maharashtra, India
Email	bhandari.priti@gmail.com
Nature of description of the instrument creating or modifying the charge	Supplementary Hypothecation Agreement of Book debts and stock in trade Supplementary Agreement Memorandum recording past transaction of creation of mortgage by delivery of title deeds
Date of instrument Creating the charge	17.05.2011
Amount secured by the charge	Rs.80.000 Millions
Brief particulars of the principal terms an conditions and extent and operation of the charge	Rate of Interest Cash credit of Rs. 80.000 Millions-12.50% p.a. Terms of Repayment Repayable in 12 Months(Renewable annually) Margin 25% on stocks less than 90 days and 50% on debtors less than 90 days Extent and Operation of the charge The charge shall continue to subsist till such time all the borrower dues have been repaid in full together with interest, cost, liquidated damages, charges and expenses and all other monies whatsoever dues. Others The bank has a right to inspect the financial statement and other book of accounts on a 24 hour notice. The bank may appoint agency to do the inspection. All the assets of the borrower to be covered under comprehensive insurance for full vale. The insurance of all assets offered for security under the facility to be made with HDFC BANK as the first loss payee.
Short particulars of the property charged	The facility is secured by way of first and exclusive charge in the manner of hypothecation of entire current assets of the company including all stocks and book debts both present and future and equitable mortgage of following immovable property of the company : 1) Plot no. F-126, 127,128 A and B, H 87 to 89, Neem Ka Thana, District- Sikar, Rajasthan 2) Plot no. H1-115, Neem Ka Thana, District- Sikar, Rajasthan 3) Plot no. H-90 to H-92, H-105 to 109, Neem Ka Thana, District- Sikar, Rajasthan 4) Khasra No. 144, Shahpura Road, Neem Ka Thana, District- Sikar, Rajasthan 5) Plot no. G-129 to 131, H1-86, RIICO industrial Area, Neem Ka Thana, District- Sikar, Rajasthan 6) Plot no. H1- 132 to H1- 139, RIICO Industrial Area, Neem Ka Thana, District- Sikar, Rajasthan
Date of latest modification prior to the present modification	17.11.2008
Particulars of the present modification	By this Modification the limit enhanced from Rs. 50.000 Millions to Rs. 80.000 Millions whereby the Cash Credit limit enhanced to Rs. 80.000 Millions and LC of Rs. 10.000 Millions to be the sub limit of the Cash Credit Facility of Rs. 80.000 Millions

FIXED ASSETS:

• Building flat : Staff
• Factory building
• Residential House
• Land
• Commercial and fire fighting equipments
• Computer equipments
• Furniture and fixtures
• Motor vehicle
• Moulds and Dyes
• Plant and machinery
• Testing equipment

WEBSITE DETAILS:

PROFILE

Founded by Mr. Trilok Chand Dewan “Venus” is a well known ISO certified footwear Brand. In 1982 established as a partnership firm named Relax Rubber Products, was Later reincorporated as a Public Limited Company (Closely Held) named Subject in 2006. Subject has been serving society with its quality footwear for more than two decades.

Today, subject employs over 1253 People with state of Art Infrastructure in Rajasthan. They have a well distributed network of marketing/representative offices all over India. Subject manufactures footwear for the entire family-ranging from casuals to formals from daily wear to sportswear and from an elegant collection for ladies to a fun range for kids.

With in house designing and manufacturing facilities, they are one of the largest producers of footwear in India. High-tech modern equipments and machines especially procured from specialized venders across the world are used to manufacture footwear at par with international standards and quality.

Ultimate in design, comfort, and fit-each Venus product is the manifestation of their high standards of workmanship and latest technology. These products are sold widely not only in the domestic market but also in the fashion conscious international markets across the globe

They have always sought to be a value driven organization and have emerged as the most preferred provider of value. As a brand, they are constantly evolving to keep pace with the changing trends, styles, beliefs, and aspirations of people while maintaining the sanctity of their tradition of quality and good value for customer’s money.

Growth has always been a way of life for Subject.

Where they are

Headquartered in Rajasthan, Venus has a wide network of dealers has been created to extend their reach not only inside India, but also across the borders with the sole purpose of nurturing relationships with their valued customers and channel partners.

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.49.21
UK Pound	1	Rs.77.75
Euro	1	Rs.64.48

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	5
--PROFITABILIRY	1~10	3
--LIQUIDITY	1~10	4
--LEVERAGE	1~10	4
--RESERVES	1~10	3
--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		34

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.