MIRA INFORM REPORT

Report Date :

13.03.2012

IDENTIFICATION DETAILS

Name :	EMPIRE SPICES AND FOODS LIMITED
Registered Office :	D-303, Everest Garden Link Road, Ghatkopar (East), Mumbai – 400077, Maharashtra
Country :	India
Financials (as on) :	31.03.2011
Date of Incorporation :	02.09.1994
Com. Reg. No.:	11-080772
Capital Investment / Paid-up Capital :	Rs.16.589 Millions
CIN No.: [Company Identification No.]	U15100MH1994PLC080772
TAN No.: [Tax Deduction & Collection Account No.]	MUME02188E
Legal Form :	A Closely Held Public Limited Liability Company
Line of Business :	Manufacturer and Exporter of Spices and food products, papad, pickels, moong spices, toor spices.
No. of Employees :	800 (Approximately)

RATING & COMMENTS

MIRA’s Rating :

Ba (45)

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

Maximum Credit Limit :	USD 200000
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.

INFORMATION PARTED BY

Name :	Mr. Vivek Deshpande
Designation :	General Manager
Contact No.:	91-9822659623
Date :	10.03.2012

LOCATIONS

Registered Office :	D-303, Everest Garden Link Road, Ghatkopar (East), Mumbai – 400077, Maharashtra, India
Tel. No.:	91-22-25006007
Mobile No.:	91-9822659623 (Mr. Vivek Deshpande) 91-9822659619 (Mr. Ashok)
Fax No.:	91-22-25006007
E-Mail :	production@rambandhu.com suranaaj@yahoo.co.in
Website :	www.rambandhu.com
Factory 1 :	Empire House, Plot No. 30, 5^th Crossing, Govind Nagar, Nashik – 422008, Maharashtra, India
Tel. No.:	91-253-2595006
Fax No.:	91-253-2500468
Factory 2 :	Also located at : · Aurangabad

DIRECTORS

As on 29.09.2011

Name :	Mr. Umesh Laxminarayan Rathi
Designation :	Managing director
Address :	Vidyankatesh Bumglow, Tidke Colony, Near Tup Sakhare Lawn, Nashik – 422002, Maharashtra, India
Date of Appointment :	02.09.1994
DIN No.:	00175730
Name :	Mr. Hemant Motilal Rathi
Designation :	Director
Address :	Anand Bunglow, Tidke Colony, Near Tup Sakhare Lawn, Nashik – 422002, Maharashtra, India
Date of Appointment :	02.09.1994
DIN No.:	00175854
Name :	Mr. Anand Hemant Rathi
Designation :	Director
Address :	Anand Bunglow, Tidke Colony, Near Tup Sakhare Lawn, Nashik – 422002, Maharashtra, India
Date of Appointment :	01.01.2011
DIN No.:	03431923
Name :	Mr. Sharad Deepchand Bedmutha
Designation :	Director
Address :	Sneh Bunglow, Kulkarni Colony, Near Saraswati Apartment, Sharanpur Road, Nashik – 422002, Maharashtra, India
Date of Appointment :	01.01.2011
DIN No.:	03431938

KEY EXECUTIVES

Name :	Mr. Vivek Deshpande
Designation :	General Manager
Name :	Mr. Ashok
Designation :	Purchase Manager

MAJOR SHAREHOLDERS / SHAREHOLDING PATTERN

As on 29.09.2011

Names of Shareholders	No. of Shares
Ramchandra Sanjeev Adgaonkar	10000
Shantanu Chaitanya Bhadkamkar	10000
Bhajanlal Omprakash Agrawal	10000
Laxminarayan Rajgopal Bhattad	1000
Nandkishore Padma Bhattad	5000
Nemichand Vardhaman Ajmera	10000
Nathmal Mahendra Achaliya	3000
Radheshyam Shakuntala Bhandari	5000
Shatanu Jyoti Bhadkamkar	10000
Shantanu Mihir Bhadkamkar	10000
Omprakash Sanjay Agrawal	10000
Nagendra Surekha Nadkarni	5000
Dattatraya Sanjay Panse	10000
Vivek Rohini Achwal	1000
Jitendra Minakshi Bhandari	5000

Equity Share Break up (Percentage of Total Equity)

As on 29.09.2011

Category	Percentage
Bodies corporate	15.00
Directors or relatives of Directors	23.00
Others	62.00
Total	100.00

BUSINESS DETAILS

Line of Business :

Manufacturer and Exporter of Spices and food products, papad, pickels, moong spices, toor spices.

Products :

PRODUCT DESCRIPTION	ITC CODE NO.
Spices in Powder Form	91099
Papad and Pickels	91099
Readymade Dry Food Items	91099

Exports :

Products :

· Spices

· Food products

· Papad

· Pickels,

· Moong Spices

· Toor Spices

Countries :

· US

· Gulf Countries

· UK

Terms :

Selling :

L/C

Purchasing :

L/C

PRODUCTION STATUS (AS ON 31.03.2011)

Particulars	Unit	Actual Production
Spices and Others	M.T.	3047.33
Papad	M.T.	75.35
Papad Atta	M.T.	1072.31
Pickels	M.T.	469.24

GENERAL INFORMATION

Customers :

Distributor

No. of Employees :

800 (Approximately)

Bankers :

State Bank of India, Sharanpur Road Branch, Sharanpur Road, Nashik – 422005, Maharashtra, India

Facilities :

Secured Loan	As on 31.03.2011 (Rs. in Millions)	As on 31.03.2010 (Rs. in Millions)
Borrowings from Banks
Cash Credit	65.405	25.941
Term Loans	10.067	0.000
Vehicle Loans	2.273	2.787
Others	8.515	18.794
Total	86.260	47.522
Unsecured Loan	As on 31.03.2011 (Rs. in Millions)	As on 31.03.2010 (Rs. in Millions)
From Directors and their Relatives	0.528	1.917
From Other Companies	1.871	1.307
From Bank	0.000	30.000
Sales Tax Defferal Scheme Loan	1.141	1.141
Total	3.540	34.365

Banking Relations :	--
Auditors :
Name :	AKNS Associates Chartered Accountants
Address :	3, Shivdarshan Society (B), N. D. Patel Road, Nashik – 422001, Maharashtra, India
PAN.:	AAFFJ3595G

CAPITAL STRUCTURE

As on 31.03.2011

Authorised Capital :

No. of Shares	Type	Value	Amount
5000000	Equity Shares	Rs.10/- each	Rs.50.000 Millions

Issued, Subscribed & Paid-up Capital :

No. of Shares	Type	Value	Amount
1658940	Equity Shares (out of which 483770 are issued as Bonus Shares on 30.03.2007)	Rs.10/- each	Rs.16.589 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		16.589	16.589	16.589
2] Share Application Money		0.000	0.000	0.000
3] Reserves & Surplus		34.131	27.736	24.341
4] (Accumulated Losses)		0.000	0.000	0.000
NETWORTH		50.720	44.325	40.930
LOAN FUNDS
1] Secured Loans		86.260	47.522	65.928
2] Unsecured Loans		3.540	34.365	17.219
TOTAL BORROWING		89.800	81.887	83.147
DEFERRED TAX LIABILITIES		7.522	6.222	5.173
TOTAL		148.042	132.434	129.250
APPLICATION OF FUNDS
FIXED ASSETS [Net Block]		93.020	69.408	64.834
Capital work-in-progress		0.026	1.234	0.000
INVESTMENT		0.355	0.333	0.297
DEFERREX TAX ASSETS		0.000	0.000	0.000
CURRENT ASSETS, LOANS & ADVANCES
	Inventories	140.672	90.457	78.660
	Sundry Debtors	20.568	34.171	46.766
	Cash & Bank Balances	6.022	6.681	3.942
	Other Current Assets	1.899	0.623	4.678
	Loans & Advances	8.914	6.252	1.055
Total Current Assets		178.075	138.184	135.101
Less : CURRENT LIABILITIES & PROVISIONS
	Sundry Creditors	105.724	59.039	58.535
	Other Current Liabilities	15.437	15.469	8.490
	Provisions	2.329	2.329	4.125
Total Current Liabilities		123.490	76.837	71.150
Net Current Assets		54.585	61.347	63.951
MISCELLANEOUS EXPENSES		0.056	0.112	0.168
TOTAL		148.042	132.434	129.250

PROFIT & LOSS ACCOUNT

	PARTICULARS		31.03.2011	31.03.2010	31.03.2009
	SALES
		Income	601.356	350.950	313.768
		Other Income	1.434	0.888	1.045
		TOTAL (A)	602.790	351.838	314.813
Less	EXPENSES
		Variation in Stocks	(5.650)	(2.785)	(16.304)
		Cost of Materials Consumed	399.127	232.637	207.426
		Manufacturing Expenses	0.000	0.000	15.552
		Works Costs	31.498	15.014	11.344
		Personnel Expenses	38.468	25.401	23.794
		Administration and Other Expenses	106.685	58.833	7.295
		Selling and Distribution Expenses	0.000	0.000	44.350
		Share Capital Expenses written off	0.056	0.056	0.056
		Extra Ordinary Items	0.000	(1.201)	0.000
		Prior Period Items	0.000	(0.097)	0.000
		TOTAL (B)	570.184	327.858	293.513
Less	PROFIT BEFORE INTEREST, TAX, DEPRECIATION AND AMORTISATION (A-B) (C)		32.606	23.980	21.300
Less	FINANCIAL EXPENSES (D)		15.812	11.744	9.085
	PROFIT BEFORE TAX, DEPRECIATION AND AMORTISATION (C-D) (E)		16.794	12.236	12.215
Less/ Add	DEPRECIATION/ AMORTISATION (F)		4.294	3.806	3.329
	PROFIT BEFORE TAX (E-F) (G)		12.500	8.430	8.886
Less	TAX (H)		4.121	2.800	2.918
	PROFIT AFTER TAX (G-H) (I)		8.379	5.631	5.968
Less	APPROPRIATIONS
		Transfer to General Reserve	0.100	3.302	0.000
		Proposed Dividend	1.991	1.991	1.991
		Dividend Distribution Tax	0.338	0.338	0.338
	BALANCE CARRIED TO THE B/S		5.950	0.000	3.369
	EARNINGS IN FOREIGN CURRENCY
		Export Sales	2.090	0.000	0.000
	TOTAL EARNINGS		2.090	0.000	0.000
	Earnings Per Share (Rs.)		5.05	3.39	3.60

Expected Sales (2011-12) : Rs.1000.000 Millions

The above information has been parted by Mr. Vivek Deshpande.

KEY RATIOS

PARTICULARS		31.03.2011	31.03.2010	31.03.2009
PAT / Total Income	(%)	1.39	1.60	1.89
Net Profit Margin (PBT/Sales)	(%)	2.08	2.40	2.83
Return on Total Assets (PBT/Total Assets}	(%)	4.61	4.06	4.44
Return on Investment (ROI) (PBT/Networth)		0.24	0.19	0.22
Debt Equity Ratio (Total Liability/Networth)		4.21	3.58	3.77
Current Ratio (Current Asset/Current Liability)		1.44	1.79	1.89

LOCAL AGENCY FURTHER INFORMATION

DETAILS OF SUNDRY CREDITORS

(Rs. in Millions)

PARTICULARS	31.03.2011	31.03.2010	31.03.2009
Sundry Creditors	105.724	59.039	58.535
Total	105.724	59.039	58.535

Check List by Info Agents	Available in Report (Yes / No)
1) Year of Establishment	Yes
2) Locality of the firm	Yes
3) Constitutions of the firm	Yes
4) Premises details	Yes
5) Type of Business	Yes
6) Line of Business	Yes
7) Promoter’s background	--
8) No. of employees	Yes
9) Name of person contacted	Yes
10) Designation of contact person	Yes
11) Turnover of firm for last two years	Yes
12) Profitability for last three years	No
13) Reasons for variation <> 20%	No
14) Estimation for coming financial year	Yes
15) Capital in the business	No
16) Details of sister concerns	No
17) Major suppliers	No
18) Major customers	No
19) Payments terms	Yes
20) Export / Import details (if applicable)	No
21) Market information	--
22) Litigations that the firm / promoter	--
23) Banking Details	Yes
24) Banking facility details	No
25) Conduct of the banking account	--
26) Buyer visit details	--
27) Financials, if provided	No
28) Incorporation details, if applicable	--
29) Last accounts filed at ROC	--
30) Major Shareholders, if available	--

OPERATIONS AND PROSPECTS

During the year the market for consumer goods and food products was very encouraging. As compared to previous year the sales of the Company has increased by 71.35%. Company has exported one consignment of spices of Rs.2.089 Millions.

The Company has reported sales and other income of Rs. 608.439 Millions against Rs. 354.622 Millions and the net profit for the year has increased from Rs.5.630 Millions to Rs.8.379 Millions. In the forth coming year the Company expects to achieve higher turnover in view of better industry prospects.

Bankers Charges Report as per Registry

Corporate identity number of the company	U15100MH1994PLC080772
Name of the company	EMPIRE SPICES AND FOODS LIMITED
Address of the registered office or of the principal place of business in India of the company	D-303, Everest Garden Link Road, Ghatkopar (East), Mumbai – 400077, Maharashtra, India Email : suranaaj@yahoo.co.in
This form is for	Modification of charge
Charge identification (ID) number of the charge to be modified	10080271
Type of charge	Immovable property Book debts Movable property (not being pledge)
Particular of charge holder	State Bank of India, Sharanpur Road Branch, Sharanpur Road, Nashik – 422005, Maharashtra, India Email : sunil.khairnar@sbi.co.in
Nature of instrument creating charge	1. Supplemental agreement of loan-cum-hypothecation, 2. Letter of arrangement, 3. Memorandum for recording extension of mortgage by deposit of title deeds for covering enhanced limits, 4. Letter of confirmation for extension of mortgage by deposit of title deeds covering enhanced limit All documents constitute a single charge.
Date of instrument Creating the charge	29.12.2010
Amount secured by the charge	Rs.111.200 Millions
Brief of the principal terms an conditions and extent and operation of the charge	Rate of Interest Working Capital:@4.50% above Base Rate which is presently 7.60% p.a. effective rate 12.10%. B) Term Loan:@5.25% above Base Rate, presently 7.60% p.a. effective rate being 12.85% Terms of repayment 1) Working Capital:- Repayable on demand. 2)Term Loan-II:-As per existing schedule, 3)Term Loan-III Repayable in 51 monthly/quarterly installments of which first 3 installments of Rs.0.200 Million each, with first installment commencing from January 2010 and remaining 48 installments of Rs.0.300 Million each being last installment falling due on March 2014. 3) Term Loan-IV: After 4 months moratorium 60 monthly installments of Rs.0.315 Millions plus interest. Other Term Loans as per original schedule Margin 1) Fund Based Limits:- A. Raw Material Imported & Indigenous 25% B. Semi-finished & Finished goods 33.33% C. Domestic Receivables 40% D. Term Loan 25% 2) Non-Fund Based Limits:- A. Letter of Credit 20% B. Bank Guarantee 25% Extent and operation of the charge The first charge is in the favour of State Bank of India, Sharanpur Road Branch, Nashik, Maharashtra, India
Short particulars of the property or asset(s) charged (including complete address and location of the property)	1) Hypothecation of stocks, semi finished and finished gods and book debts, receivables and all other current assets present and future. 2) Hypothecation of machinery and equipments purchased out of Bank finance. 3) Documents of title to the goods covered under Letter of Credit and goods purchased under Letter of Credit. 4) Omnibus counter guarantee of the Company. Equitable Mortgage Charge on: 1) Plot No.121 at MIDC, Satpur Nasik ADM 900 sq.mtrs. alongwith building constructed thereon approximately 553.63 sq.mtrs. 2) Gat No.350, Wadivarhe, Taluka Igatpuri, Nashik ADM 20171 sq. mtrs. along with building thereon approximately 2556.19 sq. mtrs., 3) Charge on Plant and Machinery at Satpur and Wadivarhe plant. 4) Charge on Plant and Machinery to be acquired out of Bank finance, 5)Additional Collateral security by way of factory Land and Building on Gut No.504,507 Wadivarhe Plot No18,19 ADM 4451 sq.mtrs. along- with building thereon approximately 6429 sq.mtrs. All that piece and parcel of 1.Factory land and building situated at Gat No.38, Village Ramrai (Area 1 H 9 R), Tal.Gangapur Road, Dist. Aurangabad, 2. Gat No.922 Plot No.B103 and Plot No.B102 Sinnar Taluka- Co-operative Industrial Estate Musalgaon Sinnar Nashik, 3.Plot No.95A-W, (W-95), MIDC, Ambad, Nashik. 4.Shop No.47 and 48 Food grain Market, S.No 75,75 and 76 Nashik Shivar, SNo,30/3/6, 30/3/8 to 12, 45/2A+B+A4, 45/5+6, 45/15+16, 45/17+18 and 45/21 Peth Road, Nashik each Shop ADM 1865 sq.ft. 5. Plot No.30 SNo.788/1, Behind Govind Ngr, Tidke Col. Nashik. 6.House No.801/0330A/002 and 801/0330/A SNo.493, A/1,3,4,5, Ravivar Peth, Nashik. 7. Shop No.4, Bhadrakali Apartment Co-operative Society, City SNo.8025, HNo.1411, Area 86 sq. mtrs. Bhadrakali Market, Nashik, Maharashtra, India
Particulars of the present modification	By this modification, additional cash credit limit has increased from Rs.50.000 Millions to Rs.70.000 Millions and the creation of term loan-iv (new) of Rs.18.900 Millions Hence the total charge has enhanced from Rs.79.200 Millions to Rs.111.200 Millions

FIXED ASSETS

· Leasehold Land

· Freehold Land

· Buildings

· Plant and Machinery

· Office Equipments

· Computer Systems

· Electrical Installation

· Furniture and Fittings

· Vehicles

· Softwares

· Brands and Licenses

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.49.94
UK Pound	1	Rs.78.25
Euro	1	Rs.65.40

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	5
--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	YES
--AFFILIATION	YES/NO	NO
--LISTED	YES/NO	NO
--OTHER MERIT FACTORS	YES/NO	YES
TOTAL		45

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.