MIRA INFORM REPORT

Report Date :

15.03.2012

IDENTIFICATION DETAILS

Name :	RAMESH FLOWERS PRIVATE LIMITED
Registered Office :	A-62, SIDCO Industrial Complex, Terkuveera Pandia Puram, Tuticorin – 628002, Tamilnadu
Country :	India
Financials (as on) :	31.03.2011
Date of Incorporation :	09.02.1990
Com. Reg. No.:	18-18701
Capital Investment / Paid-up Capital :	Rs.25.000 Millions
CIN No.: [Company Identification No.]	U01409TN1990PTC018701
TAN No.: [Tax Deduction & Collection Account No.]	MRIR00587G
PAN No.: [Permanent Account No.]	AAACR9251P
Legal Form :	Private Limited Liability Company
Line of Business :	Manufacturer, Exporter and Importer of Flowers Fragrances and Other Cosmetics.
No. of Employees :	Not Available

RATING & COMMENTS

MIRA’s Rating :

Ba (50)

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

Maximum Credit Limit :	USD 1140000
Status :	Satisfactory
Payment Behaviour :	Usually Correct
Litigation :	Clear
Comments :	Subject is a well established company having satisfactory track. Trade relations are reported as fair. Business is active. Payments are reported to be usually correct and as per commitments. The company can be considered normal for business dealings at usual trade terms and conditions.

NOTES:

Any query related to this report can be made on e-mail: infodept@mirainform.com while quoting report number, name and date.

ECGC Country Risk Classification List – September 30, 2011

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

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

LOCATIONS

Registered Office/ Factory :	A-62, SIDCO Industrial Complex, Terkuveera Pandia Puram, Tuticorin – 628002, Tamilnadu, India
Tel. No.:	91-461-2340505/ 509 (58 Lines)
Fax No.:	91-461-2340407/ 2340457/ 2355731
E-Mail :	sushil@rameshflowers.com pro@rameshflowers.com sales@rameshflowers.com
Website :	http://www.rameshflowers.com
Area :	5 acres
Location	Owned
Branches :	D/3/2, Gillander House, Netaji Subhash Road, Kolkata – 700 001, West Bengal, India

DIRECTORS

(AS ON 30.09.2011)

Name :

Mr. Mahendra Raj Singhwi

Designation :

Managing Director

Address :

2/5A-1 Palay Road (West), Ganesh Nagar, Tuticorin – 628008, Tamilnadu, India

Date of Birth/Age :

23.02.1953

Date of Appointment :

09.02.1990

DIN No.:

00751317

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	U01119TN1989PLC018135	FLORAL TECHNOLOGY LIMITED	Director	03-10-89	03-10-89	Active	NO
2	U01409TN1990PTC018701	RAMESH FLOWERS PRIVATE LIMITED	Managing director	09-02-90	09-02-90	Active	NO
3	U01119TN1995PTC033544	BHOMIAJI AGRO PRIVATE LIMITED	Director	16-11-95	16-11-95	Active	NO
4	U51215TN2002PTC049426	DECORAM INTERNATIONAL PRIVATE LIMITED	Director	16-08-02	16-08-02	Active	NO
5	U15132TN2002PTC049917	DECOSHYAM ARTS PRIVATE LIMITED	Director	22-11-02	22-11-02	Active	NO
6	U45201TN2006PTC059993	BHOMIAJI INFRASTRUCTURE PRIVATE LIMITED	Director	25-05-06	25-05-06	Active	NO
7	U01122TN2006PTC060234	BHOMIAJI ENTERPRISES PRIVATE LIMITED	Director	15-06-06	15-06-06	Active	NO
8	U63023TN2006PTC060233	BHOMIAJI WAREHOUSING COMPANY PRIVATE LIMITED	Director	15-06-06	15-06-06	Active	NO
9	U24248TN2008PTC067254	RAMESH CANDLES INDIA PRIVATE LIMITED	Director	08-04-08	08-04-08	Active	NO
10	U74900TN2011PTC080532	RAMESH INCENSE PRIVATE LIMITED	Director	09-05-11	09-05-11	Active	NO

Name :

Mrs. Manju Singhwi

Designation :

Director

Address :

2/5A-1 Palay Road (West), Ganesh Nagar, Tuticorin – 628008, Tamilnadu, India

Date of Birth/Age :

26.09.1959

Date of Appointment :

11.04.1992

DIN No.:

00771847

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	U01409TN1990PTC018701	RAMESH FLOWERS PRIVATE LIMITED	Director	11-04-92	11-04-92	Active	NO
2	U01119TN1995PTC033544	BHOMIAJI AGRO P LTD	Director	16-11-95	16-11-95	Active	NO
3	U24248TN2008PTC067254	RAMESH CANDLES INDIA PRIVATE LIMITED	Director	08-04-08	08-04-08	Active	NO
4	U74900TN2011PTC080532	RAMESH INCENSE PRIVATE LIMITED	Director	09-05-11	09-05-11	Active	NO

Name :

Mr. Sushil Kumar Sharma

Designation :

Director

Address :

3-369 H, P T Colony Extension, Ashok Nagar, Tuticorin - 628008, Tamilnadu, India

Date of Birth/Age :

06.10.1968

Date of Appointment :

28.07.2003

DIN No.:

01099822

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	U01119TN1989PLC018135	FLORAL TECHNOLOGY LIMITED	Director	03-10-89	03-10-89	Active	NO
2	U01119TN1995PTC033544	BHOMIAJI AGRO PRIVATE LIMITED	Director	16-11-95	16-11-95	Active	NO
3	U15132TN2002PTC049917	DECOSHYAM ARTS PRIVATE LIMITED	Director	22-11-02	22-11-02	Active	NO
4	U01409TN1990PTC018701	RAMESH FLOWERS PRIVATE LIMITED	Director	28-07-03	28-07-03	Active	NO
5	U24248TN2008PTC067254	RAMESH CANDLES INDIA PRIVATE LIMITED	Director	28-01-11	28-01-11	Active	NO
6	U74900TN2011PTC080532	RAMESH INCENSE PRIVATE LIMITED	Director	06-01-12	06-01-12	Active	NO

Name :

Mr. Amit Lodha

Designation :

Director

Address :

106/H5/D2, Millerpuram, Tuticorin - 628008, Tamilnadu, India

Date of Birth/Age :

25.05.1969

Date of Appointment :

28.07.2003

DIN No.:

00836070

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	U15132TN2002PTC049917	DECOSHYAM ARTS PRIVATE LIMITED	Director	22-11-02	22-11-02	Active	NO
2	U01409TN1990PTC018701	RAMESH FLOWERS PRIVATE LIMITED	Director	28-07-03	28-07-03	Active	NO
3	U24248TN2008PTC067254	RAMESH CANDLES INDIA PRIVATE LIMITED	Director	28-01-11	28-01-11	Active	NO

MAJOR SHAREHOLDERS / SHAREHOLDING PATTERN

(AS ON 30.09.2011)

Names of Shareholders	No. of Shares
Mahendra Raj Singhwi	1846750
Manju Singhwi	342000
Amit Lodha	15625
Sushil Kumar Sharma	15625
Ritu Lodha	15000
Uha Sharma	15000
Jorge Pablo Barri Balil	250000
Total	2500000

(AS ON 30.09.2011)

Equity Shares Break – up

Category	Percentage
Bodies corporate	10.00
Directors or relatives of directors	90.00
Total	100.00

BUSINESS DETAILS

Line of Business :

Manufacturer, Exporter and Importer of Flowers Fragrances and Other Cosmetics.

Products :

Product Description	ITC Code
Dry Flower	6039000
Flower	6049900

GENERAL INFORMATION

No. of Employees :

Not Available

Bankers :

· Export Import Bank of India,

Floor 21, Centre One Building, World Trade Centre, Cuffe Parade, Mumbai-400005, Maharashtra, India

· Axis Bank Limited

181, VVD Mahal, Palayamkottai Road, Tuticorin – 628003, Tamilnadu, India

Facilities :

Secured Loans	31.03.2011	31.03.2010
	(Rs. In Millions)
A. From Banks :
i) Working Capital Loans
Packing Credit	245.521	242.079
Short Term Working Capital Loan	49.381	49.380
Long Term Working Capital Loan	0.000	11.250
Foreign Usance Bills Payable	11.810	11.228
ii) Term Loans	11.814	19.012
B. From Others :
Vehicle Loan	1.478	6.133
Total	320.004	339.082

Banking Relations :	--
Auditors :
Name :	J. Thomas Fernando and Company Chartered Accountant
Address :	40, Pereira Street, Tuticorin-628001, Tamil Nadu, India
PAN No.:	AABFJ2535Q
Associates :	· Flora Classique INC
Enterprise owned by/ over which key management has control :	· Bhomiaji Agro Private Limited · Bhomiaji Infrastructure Private Limited · Decoshyam Arts Private Limited · Bhomiaji Enterprises Private Limited

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
2500000	Equity Shares	Rs.10/- each	Rs.25.000 Millions

(Of the Equity Shares 1250000 Equity Shares were allotted as fully paid up bonus shares, by capitalization of Rs. 12.500 Million form free Reserves)

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		25.000	25.000	25.000
2] Share Application Money		0.000	0.000	0.000
3] Reserves & Surplus		260.289	258.784	224.604
4] (Accumulated Losses)		0.000	0.000	0.000
NETWORTH		285.289	283.784	249.604
LOAN FUNDS
1] Secured Loans		320.004	339.082	369.432
2] Unsecured Loans		0.000	0.000	0.000
TOTAL BORROWING		320.004	339.082	369.432
DEFERRED TAX LIABILITIES		0.396	0.000	0.630
TOTAL		605.689	622.866	619.666
APPLICATION OF FUNDS
FIXED ASSETS [Net Block]		194.899	169.297	172.764
Capital work-in-progress		0.000	0.000	0.000
INVESTMENT		19.029	4.632	4.633
DEFERREX TAX ASSETS		0.000	0.332	0.000
CURRENT ASSETS, LOANS & ADVANCES
	Inventories	321.809	265.380	300.495
	Sundry Debtors	57.767	114.512	140.969
	Cash & Bank Balances	6.266	14.164	16.601
	Other Current Assets	0.000	0.000	0.000
	Loans & Advances	101.630	209.484	184.546
Total Current Assets		487.472	603.540	642.611
Less : CURRENT LIABILITIES & PROVISIONS
	Sundry Creditor	78.177	58.095	103.242
	Other Current Liabilities	17.534	96.840	97.100
	Provisions	0.000	0.000	0.000
Total Current Liabilities		95.711	154.935	200.342
Net Current Assets		391.761	448.605	442.269
MISCELLANEOUS EXPENSES		0.000	0.000	0.000
TOTAL		605.689	622.866	619.666

PROFIT & LOSS ACCOUNT

	PARTICULARS		31.03.2011	31.03.2010	31.03.2009
	SALES
		Income	646.291	793.256	794.807
		Other Income	31.424	45.436	18.894
		TOTAL (A)	677.715	838.692	813.701
Less	EXPENSES
		Raw Materials	153.823	194.702	189.921
		Processing Materials	77.533	113.872	110.937
		Packing Materials	126.144	149.561	118.564
		Wages	43.565	38.978	39.589
		Grading Expenses	5.747	4.272	7.600
		Freight	46.529	50.501	66.382
		Factory Process Overheads	22.493	25.065	28.450
		Administrative Expenses	109.079	116.225	104.714
		Selling and Distribution Expenses	30.913	45.210	31.432
		TOTAL (B)	615.826	738.386	697.589
Less	PROFIT BEFORE INTEREST, TAX, DEPRECIATION AND AMORTISATION (A-B) (C)		61.889	100.306	116.112
Less	FINANCIAL EXPENSES (D)		19.118	28.155	53.298
	PROFIT BEFORE TAX, DEPRECIATION AND AMORTISATION (C-D) (E)		42.771	72.151	62.814
Less/ Add	DEPRECIATION/ AMORTISATION (F)		22.576	20.933	20.794
	PROFIT BEFORE TAX (E-F) (G)		20.195	51.218	42.020
Less	TAX (H)		7.029	17.038	16.338
	PROFIT AFTER TAX (G-H) (I)		13.166	34.180	25.682
Less	APPROPRIATIONS
		Transfer to General Reserve	1.505	34.180	13.982
		Dividend	11.660	0.000	11.700
	Earnings Per Share (Rs.)		5.27	13.67	10.27

KEY RATIOS

PARTICULARS		31.03.2011	31.03.2010	31.03.2009
PAT / Total Income	(%)	1.94	4.31	3.23
Net Profit Margin (PBT/Sales)	(%)	3.12	6.46	5.29
Return on Total Assets (PBT/Total Assets}	(%)	2.96	6.63	5.15
Return on Investment (ROI) (PBT/Networth)		0.07	0.18	0.17
Debt Equity Ratio (Total Liability/Networth)		1.46	1.74	2.28
Current Ratio (Current Asset/Current Liability)		5.09	3.90	3.21

LOCAL AGENCY FURTHER INFORMATION

PERFORMANCE:

During the year the company achieved a turnover of Rs.677.715 Millions. This reasonably goods performance was achieved despite global recession in dry flower industry.

Bankers Charges Report as per Registry

Corporate identity number of the company	U01409TN1990PTC018701
Name of the company	RAMESH FLOWERS PRIVATE LIMITED
Address of the registered office or of the principal place of business in India of the company	A-62, SIPCO Industrial Comlex, Terkuveera Pandia Puram, Tuticorin, Tamilnadu- 628002, India sushil@rameshflowers.com
This form is for	Modification of charge
Charge identification number of the modified	90308101
Type of charge	Immovable Property Book Debts Movable Property (not being pledged) Floating Charge
Particular of charge holder	· Export Import Bank of India, Floor 21, Centre One Building, World Trade Centre, Cuffe Parade, Mumbai-400005, Maharashtra, India eximchro@eximbankindia.in
Nature of description of the instrument creating or modifying the charge	Letter of confirmation dated 29.04.2011 executed by Ramesh Flowers Private Limited (Borrower) in favour of Export - Import Bank of India (Exim Bank) confirming that the security created by the Borrower over its entire moveable assets and immoveable properties continues to be charged / mortgaged for securing the pre cum post shipment of Rs.49.400 Millions made available to the Borrower in Indian Rupees or in equivalent USD (the loan) by Exim Bank for a further period of 1 year.
Date of instrument Creating the charge	29.04.2011
Amount secured by the charge	Rs.49.400 Millions
Brief particulars of the principal terms and conditions and extent and operation of the charge	Rate of Interest For Rupee Disb : 11.25% per annum (pa) payable with monthly rests and further subject to reset For Dollar Disb : LIBOR (6 Months Advance)+350 basis points pa payable quarterly and further subject to reset Terms of Repayment For Pre-shipment credit: Each disbursement relating to pre-shipment credit will be repaid by the Borrower at the end of 180 days from the date of each disbursement or out of export proceeds or equivalent disbursement under post shipment credit, whichever is earlier. For Post shipment credit: Each disbursement relating to post shipment credit will be repaid out of export proceeds or at the end of 180 days from the date of each disbursement under post-shipment credit, whichever is earlier. Margin Minimum 10% of individual export order / bill for both Pre and Post Shipment Credit Extent and Operation of the charge First pari passu charge on the entire current assets and fixed assets of the Borrower, both present and future. The charge created by the Borrower shall rank pari passu with Axis Bank Ltd (AB) having first charge over the moveable assets and immoveable properties of the Borrower but shall always rank prior and paramount over the charges created for AB as second charge holders.
Short particulars of the property charged	The Moveable Fixed Assets and Current Assets of the Borrower are more particularly mentioned in schedule IIA to the Supplemental Deed of Hypothecation dated 22.11.2008. Borrowers immoveable properties situated at villages (a) Sankaraperi (b) Servaikaramadam (c) Pudukottai (d) SIPCOT Complex all in Tuticorin District in State of Tamilnadu described in MOE dated 28.05.09.
Date of last modification prior to the present modification	23.01.2010
Particulars of the present modification	The charge created by the Borrower over its entire movable assets vide Supplemental Deed of Hypothecation dated 22.11.2008 and mortgage by deposit of title deeds over the borrowers immovable properties situated at villages (a) Sankaraperi (b) Servaikaramadam (c) Pudukottai (d) SIPCOT Complex all in Tuticorin District in State of Tamilnadu vide MOE dated 28.05.09 in favour of Exim Bank shall continue to be secured for the Loan made available to the Borrowers by Exim Bank with revised rate of interest

FIXED ASSETS:

· Free Hold land

· Lease Hold Land

· Building

· Furniture, Fixtures and Equipments

· Vehicles

· Plant and Machinery

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.49.85
UK Pound	1	Rs.77.97
Euro	1	Rs.65.62

SCORE & RATING EXPLANATIONS

SCORE FACTORS	RANGE	POINTS
HISTORY	1~10	6
PAID-UP CAPITAL	1~10	5
OPERATING SCALE	1~10	6
FINANCIAL CONDITION
--BUSINESS SCALE	1~10	6
--PROFITABILIRY	1~10	5
--LIQUIDITY	1~10	5
--LEVERAGE	1~10	6
--RESERVES	1~10	6
--CREDIT LINES	1~10	5
--MARGINS	-5~5	--
DEMERIT POINTS
--BANK CHARGES	YES/NO	YES
--LITIGATION	YES/NO	NO
--OTHER ADVERSE INFORMATION	YES/NO	NO
MERIT POINTS
--SOLE DISTRIBUTORSHIP	YES/NO	NO
--EXPORT ACTIVITIES	YES/NO	YES
--AFFILIATION	YES/NO	NO
--LISTED	YES/NO	NO
--OTHER MERIT FACTORS	YES/NO	YES
TOTAL		50

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.