MIRA INFORM REPORT

Report Date :

11.07.2012

IDENTIFICATION DETAILS

Name :	VALLABHDAS KANJI LIMITED

Registered Office :	19/119, Beach Road, Alleppey – 688012, Kerala

Country :	India

Financials (as on) :	31.03.2011

Date of Incorporation :	26.10.1942

Com. Reg. No.:	09-1301

Capital Investment / Paid-up Capital :	Rs.690.574 Millions

CIN No.: [Company Identification No.]	U51109KL1942PLC001301

TAN No.: [Tax Deduction & Collection Account No.]	CHNV00527C

PAN No.: [Permanent Account No.]	AAACV656IE

Legal Form :	A Closely Held Public Limited Liability Company

Line of Business :	The company is engaged in as Processor of Spice and Spice Ingredients.

No. of Employees :	700 (Approximately)

RATING & COMMENTS

MIRA’s Rating :

Ca (14)

RATING		STATUS	PROPOSED CREDIT LINE
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

Status :	Moderate

Payment Behaviour :	Slow

Litigation :	Clear

Comments :	Subject is an established company having moderate track record. There appear huge accumulated losses recorded by the company. However, trade relations are reported to be fair. Business is active. Payments are reported to be slow. The company can be considered for business dealing on a safe and secured 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

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

LOCATIONS

Registered Office :	19/119, Beach Road, Alleppey – 688012, Kerala, India
Tel. No.:	91-477-3258561/ 2242233
Fax No.:	91-477-2243111
E-Mail :	sunil.sankar@vklspices.com contact@vklspices.com cs@vklspices.com
Website :	http://www.vklspices.com

Corporate Office :	Plot No.47, Bristow Road, W. Island, Kochi – 682003, Keral, India
Tel. No.:	91-484-3077777/ 78/ 79
Fax No.:	91-484-3077781

Factory :	9/102, Varikholi PO Puthencraz, Ernalulam, Kerala, India

Separate Products Segments :	VKL Spices and Seasonings XII/ 136A, Kundannoor - Maradu Road, Maradu P.O., Kochi-682304, Kerala, India. Tel : 91-484-3077777, 3077778, 3077779 Fax: 91-484-3077781 E-mail: seasonings@vklspices.com vkl@vklspices.com VKL Private Label XII/ 136A, Kundannoor - Maradu Road, Maradu P.O., Kochi-682304, Kerala, India. Tel : 91-484-3077777, 3077778, 3077779 Fax: 91-484-3077781 E-mail: seasonings@vklspices.com VKL Gift Business XII/136A, Kundannoor - Maradu Road, Maradu P.O. Kochi-682 304, Kerala, India. Tel : 91-484-3077777, 3077778, 3077779 Fax: 91-484-3077781 E-mail: seasonings@vklspices.com VKL Flavors and Fragrances A-401, TTC Industrial Area, Mahape MIDC, Thane-Belapur Road, Navi Mumbai - 400 705, Maharashtra, India Tel : 91-22-40764600/40764601 Fax: 91-22-40764605 E-mail: flavors@vklspices.com V. Spice Inc., USA Contact Person: Mr. Wouter Weening V.Spice Inc., 550 Mountain Avenue Gillette, NJ 07933, U.S.A. Tel: 001-908-903-9090 Fax: 001-908-464-5848 E-mail: vklusa@vklspices.com VKL Europe GmbH Contact Person: Mr. Uwe Scherbaum, VKL Europe GmbH, Am Pfaedlein 997702, Muennerstadt, Germany Tel: 0049 97 66 940 381 Fax: 0049 97 66 940 383 E-mail : vklgermany@vklspices.com

DIRECTORS

AS ON 30.09.2011

Name :	Mr. Ajay Jayasinh Mariwala
Designation :	Managing Director
Address :	Zaver Cochin Yatch Club Enclave 26/UA 592A, Thevara, Kochi, Ernakulam – 682013, Kerala, India
Date of Birth/Age :	24.10.1963
Date of Appointment :	01.03.1995
DIN No.:	00193786

Other Directorship:

S.No.	CIN/LLPIN	Name of the Company/ LLP	Current designation of the Director/ Designated Partner	Date of appointment at current designation	Original date of appointment	Date of cessation	Company/ LLP Status	Defaulting status
1	U51220MH1994PTC080424	AUTO HANGAR (INDIA) PRIVATE LIMITED	Director	01/10/1994	01/10/1994	-	Active	NO
2	U65929KL1995PTC008589	AJM FINANCE AND INVESTMENTS PRIVATE LIMITED	Director	23/01/1995	23/01/1995	-	Strike off	NO
3	U65929KL1995PTC008586	JAYSINH ANILA FINANCE AND INVESTMENTS PRIVATE LIMITED	Director	23/01/1995	23/01/1995	-	Active	NO
4	U65929KL1995PTC008590	SJM FINANCE AND INVESTMENTS PRIVATE LIMITED	Director	23/01/1995	23/01/1995	-	Active	NO
5	U65929KL1995PTC008587	MADHAVI MOHAN FINANCE AND INVESTMENT PRIVATE LIMITED	Director	21/02/1995	21/02/1995	-	Strike off	NO
6	U51909KL1990PLC005685	KANCOR INGREDIENTS LIMITED	Director	27/03/1995	27/03/1995	-	Active	NO
7	U70102MH1995PTC091873	MEHER PROPERTIES PRIVATE LIMITED	Director	30/09/1995	30/09/1995	-	Active	NO
8	U67190MH1996PTC098775	MARIGOLD CAPITAL MANAGEMENT PRIVATE LIMITED	Director	09/05/1996	09/05/1996	31/07/2007	Active	NO
9	U15499KL1997PTC011975	KANJI MOORARJI FOOD INGREDIENTS PRIVATE LIMITED	Director	19/12/1997	19/12/1997	-	Active	NO
10	U51225KL2000PLC014152	RED PEPPERS LIMITED	Director	14/08/2000	14/08/2000	-	Active	NO
11	U51225KL2003PLC016005	COMPLETE SPICE SOLUTIONS INDIA LIMITED	Director	12/03/2003	12/03/2003	-	Active	NO
12	U15495KL1997PLC011704	MALABAR SPICES COMPANY LIMITED	Director	11/01/2004	11/01/2004	-	Active	NO
13	U24230MH2003PLC141898	OMNIACTIVE HEALTH TECHNOLOGIES LIMITED	Director	16/08/2004	16/08/2004	-	Active	NO
14	U51109KL1942PLC001301	VALLABHDAS KANJI LIMITED	Managing director	28/09/2008	01/04/2005	-	Active	NO
15	U15495KL2006PLC019080	KANCOR COLOURS LIMITED	Director	17/01/2006	17/01/2006	-	Active	NO
16	U74140KL2009PTC023957	AJWIN CONSULTING SOLUTIONS PRIVATE LIMITED	Director	18/03/2009	18/03/2009	-	Active	NO
17	U74990MH2010PTC201260	VKL FLAVOURS PRIVATE LIMITED	Director	24/03/2010	24/03/2010	-	Active	NO

Name :	Mr. Sanjay Jayasinh Mariwala
Designation :	Director
Address :	XXVI/4515, E9, Willingdon Enclave, P K Road, Thevara, Kochi, Ernakulam – 682013, Kerala, India
Date of Birth/Age :	02.01.1960
Date of Appointment :	15.12.1993
DIN No.:	01111537

Other Directorship:

S.No.	CIN/LLPIN	Name of the Company/ LLP	Current designation of the Director/ Designated Partner	Date of appointment at current designation	Original date of appointment	Date of cessation	Company/ LLP Status	Defaulting status
1	U51909KL1990PLC005685	KANCOR INGREDIENTS LIMITED	Managing director	01/04/2010	03/05/1990	-	Active	NO
2	U51109KL1942PLC001301	VALLABHDAS KANJI LIMITED	Director	15/12/1993	15/12/1993	-	Active	NO
3	U65929KL1995PTC008589	AJM FINANCE AND INVESTMENTS PRIVATE LIMITED	Director	23/01/1995	23/01/1995	-	Strike off	NO
4	U65929KL1995PTC008586	JAYSINH ANILA FINANCE AND INVESTMENTS PRIVATE LIMITED	Director	23/01/1995	23/01/1995	-	Active	NO
5	U65929KL1995PTC008590	SJM FINANCE AND INVESTMENTS PRIVATE LIMITED	Director	23/01/1995	23/01/1995	-	Active	NO
6	U65929KL1995PTC008587	MADHAVI MOHAN FINANCE AND INVESTMENT PRIVATE LIMITED	Director	23/01/1995	23/01/1995	-	Strike off	NO
7	U67190MH1996PTC098775	MARIGOLD CAPITAL MANAGEMENT PRIVATE LIMITED	Director	15/04/1996	15/04/1996	31/07/2007	Active	NO
8	U15495KL1997PLC011704	MALABAR SPICES COMPANY LIMITED	Director	13/08/1997	13/08/1997	-	Active	NO
9	U15499KL1997PTC011975	KANJI MOORARJI FOOD INGREDIENTS PRIVATE LIMITED	Director	19/12/1997	19/12/1997	-	Active	NO
10	U51220MH1994PTC080424	AUTO HANGAR (INDIA) PRIVATE LIMITED	Director	21/06/1999	21/06/1999	-	Active	NO
11	U51225KL2000PLC014152	RED PEPPERS LIMITED	Director	14/08/2000	14/08/2000	-	Active	NO
12	U51225KL2003PLC016005	COMPLETE SPICE SOLUTIONS INDIA LIMITED	Director	12/03/2003	12/03/2003	-	Active	NO
13	U24230MH2003PLC141898	OMNIACTIVE HEALTH TECHNOLOGIES LIMITED	Managing director	01/05/2011	16/08/2004	-	Active	NO
14	U15495KL2006PLC019080	KANCOR COLOURS LIMITED	Director	17/01/2006	17/01/2006	-	Active	NO
15	U45203KL2007PTC021367	KANMAR INFRASTRUCTURE AND SEZ PRIVATE LIMITED	Director	30/10/2007	30/10/2007	-	Active	NO
16	U70100KL2008PTC021896	MARMEN REALTORS AND DEVELOPERS PRIVATE LIMITED	Director	21/02/2008	21/02/2008	-	Strike off	NO
17	U24230MH2008PTC183329	NUTRA LIFE SCIENCE LABORATORIES PRIVATE LIMITED	Director	09/06/2008	09/06/2008	-	Active	YES
18	U74140KL2009PTC023946	SANJWIN CONSULTING SOLUTIONS PRIVATE LIMITED	Director	16/03/2009	16/03/2009	-	Active	NO
19	U74990MH2010PTC201260	VKL FLAVOURS PRIVATE LIMITED	Director	24/03/2010	24/03/2010	-	Active	NO

Name :	Mr. Jayasinh Vallabhdas Mariwala
Designation :	Director
Address :	Sudhakunj 3, Tardeo Road, Mumbai – 400034, Maharashtra, India
Date of Birth/Age :	09.07.1933
Date of Appointment :	19.06.1963
DIN No.:	00182835

Other Directorship:

S.No.	CIN/LLPIN	Name of the Company/ LLP	Current designation of the Director/ Designated Partner	Date of appointment at current designation	Original date of appointment	Date of cessation	Company/ LLP Status	Defaulting status
1	U51109KL1942PLC001301	VALLABHDAS KANJI LIMITED	Director	19/06/1963	19/06/1963	-	Active	NO
2	U51909KL1990PLC005685	KANCOR INGREDIENTS LIMITED	Director	03/05/1990	03/05/1990	-	Active	NO
3	U51220MH1994PTC080424	AUTO HANGAR (INDIA) PRIVATE LIMITED	Director	01/10/1994	01/10/1994	-	Active	NO
4	U65929KL1995PTC008589	AJM FINANCE AND INVESTMENTS PRIVATE LIMITED	Director	23/01/1995	23/01/1995	-	Strike off	NO
5	U65929KL1995PTC008586	JAYSINH ANILA FINANCE AND INVESTMENTS PRIVATE LIMITED	Director	23/01/1995	23/01/1995	-	Active	NO
6	U65929KL1995PTC008590	SJM FINANCE AND INVESTMENTS PRIVATE LIMITED	Director	23/01/1995	23/01/1995	-	Active	NO
7	U65929KL1995PTC008587	MADHAVI MOHAN FINANCE AND INVESTMENT PRIVATE LIMITED	Director	23/01/1995	23/01/1995	-	Strike off	NO
8	U67190MH1996PTC098775	MARIGOLD CAPITAL MANAGEMENT PRIVATE LIMITED	Director	10/04/1996	10/04/1996	27/08/2010	Active	NO
9	U27200MH1979PLC021470	NIRLEP APPLIANCES LIMITED	Director	30/05/1997	30/05/1997	10/01/2008	Active	NO
10	U99999MH1990PLC058368	MUTUAL INDUSTRIES LIMITED	Director	05/03/2002	05/03/2002	-	Active	NO
11	U51225KL2000PLC014152	RED PEPPERS LIMITED	Director	18/03/2002	18/03/2002	-	Active	NO
12	L24100MH1992PLC066691	JAYANT AGRO-ORGANICS LIMITED	Director	29/06/2002	29/06/2002	-	Active	NO
13	U24230MH2003PLC141898	OMNIACTIVE HEALTH TECHNOLOGIES LIMITED	Director	27/08/2003	27/08/2003	-	Active	NO
14	U72900MH2001PTC131243	REDLINE AUTOMOTIVE PRIVATE LIMITED	Director	30/09/2004	30/09/2004	-	Amalgamated	NO
15	U85110MH2004PTC146014	CENTRE FOR DIGESTIVE AND KIDNEY DISEASES (INDIA) PRIVATE LIMITED	Director	02/01/2005	02/01/2005	-	Active	NO
16	U15495KL2006PLC019742	KANCOR NATURAL ISOLATES LIMITED	Director	17/08/2006	17/08/2006	-	Active	NO
17	U24117MH2006PTC164412	IHSEDU SPECIALITY CHEMICALS PRIVATE LIMITED	Director	15/07/2010	18/09/2009	-	Active	NO

Name :	Mr. Mohan Jayasinh Mariwala
Designation :	Director
Address :	Sudhakunj 3, Tardeo Road, Mumbai – 400034, Maharashtra, India
Date of Birth/Age :	08.08.1967
Date of Appointment :	28.09.2007
DIN No.:	00854497

Other Directorship:

S.No.	CIN/LLPIN	Name of the Company/ LLP	Current designation of the Director/ Designated Partner	Date of appointment at current designation	Original date of appointment	Date of cessation	Company/ LLP Status	Defaulting status
1	U51220MH1994PTC080424	AUTO HANGAR (INDIA) PRIVATE LIMITED	Managing director	18/08/1994	18/08/1994	-	Active	NO
2	U65929KL1995PTC008586	JAYSINH ANILA FINANCE AND INVESTMENTS PRIVATE LIMITED	Director	23/01/1995	23/01/1995	-	Active	NO
3	U65929KL1995PTC008590	SJM FINANCE AND INVESTMENTS PRIVATE LIMITED	Director	23/01/1995	23/01/1995	-	Active	NO
4	U65929KL1995PTC008587	MADHAVI MOHAN FINANCE AND INVESTMENT PRIVATE LIMITED	Director	23/01/1995	23/01/1995	-	Strike off	NO
5	U65929KL1995PTC008589	AJM FINANCE AND INVESTMENTS PRIVATE LIMITED	Director	23/01/1995	23/01/1995	-	Strike off	NO
6	U24230MH2003PLC141898	OMNIACTIVE HEALTH TECHNOLOGIES LIMITED	Director	27/08/2003	27/08/2003	-	Active	NO
7	U72900MH2001PTC131243	REDLINE AUTOMOTIVE PRIVATE LIMITED	Director	30/09/2004	30/09/2004	-	Amalgamated	NO
8	U15495KL2006PLC019080	KANCOR COLOURS LIMITED	Director	17/01/2006	17/01/2006	-	Active	NO
9	U51109KL1942PLC001301	VALLABHDAS KANJI LIMITED	Director	28/09/2007	18/10/2006	-	Active	NO
10	U74999MH2007PTC175457	EP TRADING AND SERVICES PRIVATE LIMITED	Director	29/10/2007	29/10/2007	01/08/2008	Active	YES
11	U74140KL2009PTC023943	MOWIN CONSULTING SOLUTIONS PRIVATE LIMITED	Director	16/03/2009	16/03/2009	-	Active	NO
12	U50300MH2004PTC147671	REDLINE AUTOMOTIVE PRIVATE LIMITED	Director	01/10/2009	01/10/2009	-	Active	NO
13	U52100MH2009PTC197292	ID GOURMET INDIA PRIVATE LIMITED	Director	24/11/2009	24/11/2009	-	Active	NO

MAJOR SHAREHOLDERS / SHAREHOLDING PATTERN

AS ON 30.09.2011

Names of Equity Shareholders	No. of Shares
Jayasinh Vallabhdas Mariwala	10000
Sanjay Jayasinh Mariwala	10000
Nandna S. Mariwala	10000
Anila J. Mariwala	10000
Ajay Jayasinh Mariwala	440244
Mohan Jayasinh Mariwala	10000
Anuja Mariwala	10000
Madhvi M. Mariwala	10000
Unit Trust of India Investments Advisory Services Limited, India – Ascent India Fund, India	100000
Naranjee Hirjee and Company LLC, Oman	291700
Argonaut Ventures, Mauritius	10000
ICP Holdings I, Mauritius	100
Ajay J Mariwala	3054535
Jayasinh V Mariwala	365465
TOTAL	4332044

Names of Preference Shareholders	No. of Shares

Unit Trust of India Investment Advisory Services Limited, India – Ascent India Fund, India	249000
Argonaut Ventures, Mauritius	298285
ICP Holdings I, Mauritius	99969
TOTAL	647254

AS ON 30.09.2011

Equity Shares Break Up	Percentage of Holding
Venture Capital	2.31
Foreign holdings( Foreign institutional investor(s), Foreign companie(s) Foreign financial institution(s), Non-resident Indian(s) or Overseas Corporate bodies or Others	6.97
Bodies corporate	78.95
Directors or relatives of Directors	11.77
TOTAL	100.00

BUSINESS DETAILS

Line of Business :

The company is engaged in as Processor of Spice and Spice Ingredients.

Products :

Products Description	Item Code No.
Bulk Spices	09105000
Seasonings	00002103
Food Ingredients	21069060

PRODUCTION STATUS (AS ON 31.03.2010)

Particulars	Unit	Installed Capacity	Actual Production
Pepper	MT	7500	3156.51
Chilly	MT	7100	2599.00
Tumeric	MT	3000	778.27
Ginger	MT	800	341.19
Seasonings and Flavours	MT	2300	2482.66
Others		1500	737.40

GENERAL INFORMATION

No. of Employees :

700 (Approximately)

Bankers :

· Union Bank of India, Overseas Branch, M G Road, Ernakulam-682035, Kerala, India

· Standard Chartered Bank, 19, Rajaji Salai, Chennai-600001, Tamilnadu, India

Facilities :

Secured Loan	Rs. In Millions 31.03.2011	Rs. In Millions 31.03.2010
Rupee term loans secured
Rupee term loans banks secured	218.180	283.612
Working capital loans secured
Working capital loans banks secured	1061.736	1233.173
Finance lease obligation long-term secured	1.630	2.454
Interest accrued due secured loans
Interest accrued due other debt secured	5.500	1.851

Total	1287.046	1521.090
Notes: (A) i) Term Loans from Union Bank of India, Federal Bank and Axis Bank are secured by First charge on all fixed assets of the company including mortgaged properties on paripassu basis, second charge on all current assets of the company on paripassu basis, Personal Guarantee of four directors and Corporate Guarantee of Meher Properties Private Limited. Term Loans repayable within one year Rs.102.297 Millions (Previous Year Rs.87.644 Millions) (B) iii) The liability on finance lease obligation is secured by way of hypothecation of assets bought under the scheme.
Unsecured Loan	Rs. In Millions 31.03.2011	Rs. In Millions 31.03.2010
Rupee term loans unsecured
Rupee term loans banks unsecured	50.527	50.000
Working capital loans unsecured
Working capital loans others unsecured	8.000	8.000
Loans directors unsecured	79.875	0.000
Other debt unsecured	141.155	2.500

Total	279.557	60.500
Notes: (A) Working Capital Loans from Union Bank of India, Federal Bank, Axis Bank and Standard Chartered Bank are secured by First charge on paripasu basis on whole of the Current Assets of the borrower namely, stocks of Raw materials like chilly, pepper, turmeric, ginger, nutmeg, cumin, coriander, fennel, fenugreek, white pepper, cloves, cardamom, celery, Stock - in- progress, semi finished and finished goods, stores and spares, Bills Receivable, Book Debts and all other movables, both present and future lying loose or stored in or be stored or be in or about of Company’s factories, premises and godowns situated at Alleppey in the state of Kerala or wherever the same may be or be held by any party to the order or disposition of the Company or in the course of transit or on high seas or on order or delivery, however and where so ever in the possession of the Company and either by way of substitution or addition and Paripassu second charge on entire present and future fixed assets of the Company (except Vehicle) by way of collateral security (B) i) Term Loans from Union Bank of India, Federal Bank and Axis Bank are secured by First charge on all fixed assets of the company including mortgaged properties on paripassu basis, second charge on all current assets of the company on paripassu basis, Personal Guarantee of four directors and Corporate Guarantee of Meher Properties Private Limited. Working Capital Loans from Union Bank of India, Federal Bank, Axis Bank and Standard Chartered Bank are secured by First charge on paripasu basis on whole of the Current Assets of the borrower namely, stocks of Raw materials like chilly, pepper, turmeric, ginger, nutmeg, cumin, coriander, fennel, fenugreek, white pepper, cloves, cardamom, celery, Stock - in- progress, semi finished and finished goods, stores and spares, Bills Receivable, Book Debts and all other movables, both present and future lying loose or stored in or be stored or be in or about of Company’s factories, premises and godowns situated at Alleppey in the state of Kerala or wherever the same may be or be held by any party to the order or disposition of the Company or in the course of transit or on high seas or on order or delivery, however and where so ever in the possession of the Company and either by way of substitution or addition and Paripassu second charge on entire present and future fixed assets of the Company (except Vehicle) by way of collateral security. iii) The liability on finance lease obligation is secured by way of hypothecation of assets bought under the scheme. iv) Term Loans repayable within one year Rs.29.677 Millions (Previous Year Rs.35.676 Millions) v) Unsecured loans repayable within one year: Rs.100.000 Millions (Previous Year:Rs.30.000 Millions)


Banking Relations :	--

Auditors :
Name :	Rangamani and Company Chartered Accountant
Address :	2^nd Floor, Card Bank, Building, VCSB Road, Alappuzha-688001, India
Pan No.:	ABXPR4230P

Holding Company :	SJM Finance and Investments (Private) Limited (Up to 28.09.2009)

Subsidiaries :	· Malabar Spices Company limited CIN No.:- U15495KL1997PLC011704 · Red Peppers Limited CIN No.:- U51225KL2000PLC014152 · Complete Spice Solutions India Limited CIN No.:- U51225KL2003PLC016005 · V Spice Inc., USA · VKL Europe GmbH ,Germany · VKL Vietnam Limited , Vietnam

Fellow Subsidiaries :	· AJM Finance and Investments (Private) Limited · Kancor Flavours and Extracts Limited

Enterprises having substantial interest in voting power :	J V Mariwala Family Trust (From 29.09.2009)

CAPITAL STRUCTURE

AS ON 31.03.2011

Authorised Capital :

No. of Shares	Type	Value	Amount

10000000	Equity Shares	Rs.10/- each	Rs. 100.000 Millions
250000	Redeemable Optionally Convertible Cumulative Preference Shares of 0.10%	Rs.1000/- each	Rs. 250.000 Millions
400000	Compulsorily convertible Cumulative Preference Shares of 0.0001%	Rs.1000/- each	Rs. 400.000 Millions
	TOTAL		Rs. 750.000 Millions

Issued, Subscribed & Paid-up Capital :

No. of Shares	Type	Value	Amount

4332044	Equity Shares	Rs.10/- each	Rs. 43.320 Millions
249000	Redeemable Optionally Convertible Cumulative Preference Shares of 0.10%	Rs.1000/- each	Rs. 249.000 Millions
398254	Compulsorily convertible Cumulative Preference Shares of 0.0001%	Rs.1000/- each	Rs. 398.254 Millions
	TOTAL		Rs. 690.574 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		690.574	690.574	690.574
2] Share Application Money		48.000	0.000	0.000
3] Reserves & Surplus		129.058	126.443	254.072
4] (Accumulated Losses)		(861.953)	(214.465)	0.000
NETWORTH		5.679	602.552	944.646
LOAN FUNDS
1] Secured Loans		1287.046	1521.090	904.093
2] Unsecured Loans		279.557	60.500	100.000
TOTAL BORROWING		1566.603	1581.590	1004.093
DEFERRED TAX LIABILITIES		0.000	0.000	0.000
Finance Lease Obligation		0.000	0.000	3.308

TOTAL		1572.282	2184.142	1952.047

APPLICATION OF FUNDS

FIXED ASSETS [Net Block]		488.002	514.691	513.642
Capital work-in-progress		0.288	6.600	31.484

INVESTMENT		185.879	83.525	62.382
DEFERREX TAX ASSETS		0.000	0.000	0.000

CURRENT ASSETS, LOANS & ADVANCES
	Inventories	791.185	926.700	938.702
	Sundry Debtors	372.716	647.423	198.867
	Cash & Bank Balances	134.737	171.081	231.026
	Other Current Assets	0.000	0.000	0.000
	Loans & Advances	233.048	390.342	504.733
Total Current Assets		1531.686	2135.546	1873.328
Less : CURRENT LIABILITIES & PROVISIONS
	Sundry Creditors	557.553	433.439	463.034
	Other Current Liabilities	58.209	111.999	34.798
	Provisions	17.811	10.782	30.957
Total Current Liabilities		633.573	556.220	528.789
Net Current Assets		898.113	1579.326	1344.539

MISCELLANEOUS EXPENSES		0.000	0.000	0.000

TOTAL		1572.282	2184.142	1952.047

PROFIT & LOSS ACCOUNT

	PARTICULARS		31.03.2011	31.03.2010	31.03.2009
	SALES
		Income	1793.093	2028.833	2067.867
		Other Income	4.829	2.013	3.967
		TOTAL (A)	1797.922	2030.846	2071.834

Less	EXPENSES
		Consumption materials changes inventories	1434.603	1691.101	0.000
		Employees related costs	163.360	148.604	0.000
		Administrative, Selling and Other Expenses	437.872	162.260	0.000
		Manufacturing and Other Expenses	164.027	163.983	1904.888
		Research and Development expenditure	0.410	0.274	0.000
		Exceptional Items	8.377	(19.377)	227.866
		Increase in finished Goods and Work in Process	0.000	0.000	(41.458)
		TOTAL (B)	2208.649	2146.845	2091.296

Less	PROFIT / (LOSS) BEFORE INTEREST, TAX, DEPRECIATION AND AMORTISATION (A-B) (C)		(410.727)	(115.999)	(19.462)

Less	FINANCIAL EXPENSES (D)		187.935	167.574	101.990

	PROFIT / (LOSS) BEFORE TAX, DEPRECIATION AND AMORTISATION (C-D) (E)		(598.662)	(283.573)	(121.452)

Less/ Add	DEPRECIATION/ AMORTISATION (F)		48.826	48.342	42.165

	PROFIT / (LOSS) BEFORE TAX (E-F) (G)		(647.488)	(331.915)	(163.617)

Less	TAX (H)		0.000	0.000	(32.862)

	PROFIT / (LOSS) AFTER TAX (G-H) (I)		(647.488)	(331.915)	(130.755)

Add	PREVIOUS YEARS’ BALANCE BROUGHT FORWARD		(214.465)	117.450	258.167

Less	APPROPRIATIONS
		Dividend on Preference Shares	0.000	0.000	0.249
		Tax on Preference Dividend	0.000	0.000	0.042
	BALANCE CARRIED TO THE B/S		(861.953)	(214.465)	127.121

	EARNINGS IN FOREIGN CURRENCY
		Bulk Spices and Food Ingredients	995.138	1401.129	1383.199
	TOTAL EARNINGS		995.138	1401.129	1383.199

	IMPORTS
		Raw Materials	461.132	677.843	539.441
		Stores & Spares	1.052	10.321	2.352
	TOTAL IMPORTS		462.184	688.164	541.793

	Earnings / (Loss) Per Share (Rs.)		(149.46)	(76.62)	(31.23)

KEY RATIOS

PARTICULARS		31.03.2011	31.03.2010	31.03.2009
PAT / Total Income	(%)	(36.01)	(16.34)	(6.31)

Net Profit Margin (PBT/Sales)	(%)	(36.11)	(16.36)	(7.91)

Return on Total Assets (PBT/Total Assets}	(%)	(32.06)	(12.52)	(6.85)

Return on Investment (ROI) (PBT/Networth)		(114.01)	(0.55)	(0.17)

Debt Equity Ratio (Total Liability/Networth)		387.42	3.55	1.62

Current Ratio (Current Asset/Current Liability)		2.42	3.84	3.54

LOCAL AGENCY FURTHER INFORMATION

Check List by Info Agents	Available in Report (Yes / No)
1. Year of Establishment	Yes
2. Locality of the firm	Yes
3. Constructions 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	Yes
21. Market information	------
22. Litigations that the firm / promoter involved	------
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	Yes
30. Major Shareholders, if available	Yes

ECONOMIC AND INDUSTRY PERFORMANCE

The Indian economy has registered a growth of around 7.7 per cent in 2010-11. The growth is driven by robust performance of the manufacturing sector on the back of government and consumer spending. GDP growth rate in 2010-11 has been lower than the government forecast of 8.5% for the full year. The slow growth was due to the financial turmoil in Europe and North America. The Markets has not yet recovered from the financial recession of 2008-09.

In-spite of the poor performance of world economy, India and China has registered exceptional growth rate. The major drawback of such rapid growth is inflation. In the middle of 2010, the official inflation rate was at the lower side, but this trend was reversed due to the heating of the economy. The food inflation sky rocketed which forced the government to act swiftly to control the food prices.

PERFORMANCE AND OPERATIONS

REVIEW OF OPERATIONS

Total income decrease to Rs. 1790.000 Millions from Rs. 2030.000 Millions in the previous year. The gross loss amounted to Rs.65.000 Millions as against a loss of Rs. 135.300 Millions in the previous year which shows the improving gross margins during year March 31, 2011. The Company has been successful in reducing the Manufacture and other expenses in the current year. The Board has taken bold initiative to write-off certain unproductive debtors, investments and inventory from the financial statements. This is done to streamline the business and the financial statements.

During the year 2010-11 the Directors decided to write-off Rs. 172.727 Millions worth of debtors, advances and investments. The inventory to the tune of Rs. 164.542 Millions were also written-off during the year.

The net loss after tax and exceptional items was Rs.647.488 Millions as against of Rs. 331.914 Millions in the previous year. The Company has recorded an operational loss due to increased raw material cost, manufacturing cost and interest. Operational margins faced pressure due to the higher input cost and volatility of raw material prices.

The Company sold 10925 MT compared to 13,242 MT in the last year registering a slight reduction in the turnover. The reduction was due to the focus on value added products.

They seek long-term partnerships with their customers providing high quality products. Their customer-centric approach has resulted in high levels of client satisfaction. Majority of their revenues is from repeat business. This means that the customer partnership contributed to revenues during the previous fiscal year also.

Since the Company has registered loss during the year the dividend on the preference shares were shown in the contingent liability. After all the appropriations loss of Rs 861.955 Millions is carried forward to the Reserves.

FORM 8

Corporate identity number of the company	U51109KL1942PLC001301
Name of the company	Vallabhdas Kanji Limited
Address of the registered office or of the principal place of business in India of the company	19/119, Beach Road, Alleppey – 688012, Kerala, India
This form is for	Creation of charge
Type of charge	Immovable property
Particular of charge holder	Union Bank of India, Overseas Branch, M G Road, Ernakulam – 682035, Kerala, India
Nature of instrument creating charge	Memorandum of deposit of title deed executed on 11th January,2012 for creation of Equitable Mortgage by deposit of title deed.
Date of instrument Creating the charge	11.01.2012
Amount secured by the charge	Rs. 988.100 Millions
Brief of the principal terms an conditions and extent and operation of the charge	Rate of interest Interest as may be determined by the consortium banks subject to the approved CDR Scheme. Terms of repayment As per sanctioned terms of each member Bank of the Consortium and subject to approved CDR Scheme. Margin At such rates as may be determined by each member Bank of the Consortium and subject to approved CDR Scheme. Extent and operation of the charge The security created/to be created herein by the Borrower in favour of Union Bank, for and on behalf of the other Consortium lenders in respect of overall credit facilities of Rupees 988.100 Millions shall rank pari passu Inter Se the Member Banks for all purposes and to all intents.
Short particulars of the property charged (Including location of the property)	79.10 Ares of land in Re-Sy No. 21 Block No. 6 in Alappuzha West Village, Ambalappuzha Taluk, in Alappuzha District covered by sale deed No. 1664/1118 ME of Alappuzha SRO and buildings thereon

FIXED ASSETS:

· Goodwill

· Land

· Building

· Plant and Machinery

· Furniture and Fixture

· Computers

· Vehicles

WEBSITE DETAILS:

PROFILE:

Subject is Asia's largest processor of spice and spice ingredients, is located Kerala, India - the heartland of spices. Subject is the flagship company of the USD 100 Million Kanji Moorarji Group, which includes Kancor Flavours and Extracts Limited, and Autohangar (India) Private Limited. Kanji Moorarji is renown for benchmarking quality in the spice trade. Company commenced its operations in 1935 as a whole spice trader, with black pepper as its core product. Company has emerged as a technology based quality-driven supplier worldwide of a complete range of spice products. As India's largest, most diversified spice product exporter, Company commands an expanding market in over 40 countries throughout the Americas, Europe, Oceania, the Middle East and South East Asia.

Company is managed by the principals of value creation. They use their financial and human resources to add value to their customers' products, through

· Global Sourcing

· Backward Integration

· Low overheads and

· Economies of Scale.

With a 70-year leadership in the industry, Company has a competitive edge built on its knowledge base in farming, procurement, logistics, and the financial and commodity markets.

They ensure profitability for their shareholders and strive to increase Company’s market value. Finally, they act as a good citizen in their community. They believe in giving back. They encourage their people to play an active role in contributing to the society around them.

HISTORY:

Year 1935, in a sleepy little countryside on the southwest coast of India, a visionary was planning to change the food habits of the world. His astute mind saw that, through the western palates traditionally favoured bland food, they would welcome a little extra piquancy and flavour, if only someone was there to show them how.

That pioneering spirit belonged to Mr. Vallabhdas Vasanji Mariwala. Quick on the uptake, he installed a spice processing plant on the banks of Alleppey's palm-fringed backwaters, and became one of India's first exporters of black pepper.

Mr. Vallabhdas was every inch a man of spices - right down to his last name. In his native Gujarati language, "Mariwala" literally means "pepper-man". He helped in the formation of the Pepper Exchange in Cochin.

He also introduced the convention of naming spices after the port towns where they are originated - Cochin, Alleppey, Malabar and Tellicherry.

The Vallabhdas factory – Company - was as distinctive as the man himself. The massive wooden door that adorns the facia stands as a reminder of company’s entry as a pioneer and leader in every aspect of India's spice trade and industry.

India's oldest, largest and most diversified exporter of spices, company has emerged as a technology-based, quality-driven, customer-oriented multinational, with customers in over 40 countries. Company’s processing operations are divided between three ISO 9001:2000 certified and HACCP compliant plants, with a combined production capacity of 19,000 tonnes of ground spices and seasonings per annum. Company’s spices and blends are supplied to most leading food multinationals and fast-food chains in the USA, Europe, Middle East, Australia, Japan, New Zealand, Canada and Asia.

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. 55.80
UK Pound	1	Rs. 86.53
Euro	1	Rs. 68.58

INFORMATION DETAILS

Information Gathered by :	--

Report Prepared by :	DPT

SCORE & RATING EXPLANATIONS

SCORE FACTORS	RANGE	POINTS
HISTORY	1~10	2
PAID-UP CAPITAL	1~10	2
OPERATING SCALE	1~10	2
FINANCIAL CONDITION
--BUSINESS SCALE	1~10	2
--PROFITABILIRY	1~10	--
--LIQUIDITY	1~10	2
--LEVERAGE	1~10	2
--RESERVES	1~10	--
--CREDIT LINES	1~10	2
--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	YES
--LISTED	YES/NO	NO
--OTHER MERIT FACTORS	YES/NO	YES
TOTAL		14

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.

MIRA INFORM REPORT

791.185

926.700

938.702

372.716

647.423

198.867

134.737

171.081

231.026

0.000

0.000

0.000

233.048

390.342

504.733

1531.686

557.553

433.439

463.034

58.209

111.999

34.798

17.811

10.782

30.957

633.573

898.113

1579.326

(36.01)

(6.31)

(36.11)

(7.91)

(32.06)

(6.85)

(114.01)

(0.17)

387.42

1.62

2.42

3.54

Unit