MIRA INFORM REPORT

Report Date :

20.03.2012

IDENTIFICATION DETAILS

Name :	GEMINI DYEING AND PRINTING MILLS LIMITED
Registered Office :	Talreja Chawl, Opposite Dawn Mills, Ganpatrao Kadam Marg, Lower Parel, Mumbai – 400013, Maharashtra
Country :	India
Financials (as on) :	31.03.2011
Date of Incorporation :	05.09.1985
Com. Reg. No.:	11-037399
Capital Investment / Paid-up Capital :	Rs.49.600 Millions
CIN No.: [Company Identification No.]	U17100MH1985PLC037399
TAN No.: [Tax Deduction & Collection Account No.]	MUMG10339A
PAN No.: [Permanent Account No.]	AABCG0943J
Legal Form :	A Closely Held Public Limited Liability Company
Line of Business :	Manufacturer of Dyes and Dyestuff, Printers, Dye Dealers, Contractor Printing.
No. of Employees :	Not Available

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 640012
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.

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 :	Talreja Chawl, Opposite Dawn Mills, Ganpatrao Kadam Marg, Lower Parel, Mumbai – 400013, Maharashtra, India
Tel. No.:	91-22-24946809
Fax No.:	91-22-24973643
E-Mail :	bkmblr@rediffmail.com accounts@geminidyeing.com

DIRECTORS

As on 30.09.2011

Name :	Mr. Gullu Gellaram Talreja
Designation :	Managing Director
Address :	No.28/2, Nagarur, Dasanapura, Bangalore North, Bangalore – 562123, Karnataka, India
Date of Birth/Age :	12.03.1953
Date of Appointment :	01.01.1986
DIN No.:	01740145

Other Directorship:

S.No.	CIN	Name of the Company	Current designation of the director	Date of appointment at current designation	Original date of appointment	Date of cessation	Company Status	Defaulting status
1	U15311KA1982PTC004683	MAANAY ROLLER FLOUR MILLS PRIVATE LIMITED	Director	18-12-84	18-12-84	-	Active	NO
2	U17100MH1985PLC037399	GEMINI DYEING AND PRINTING MILLS LIMITED	Managing director	01-01-86	01-01-86	-	Active	NO
3	U70200KA1993PTC014372	S.G. PROPERTY AND INVESTMENTS PRIVATE LIMITED	Director	28-05-93	28-05-93	-	Active	NO
4	U99999MH1984PLC032748	SUBHAM FABRICS LIMITED	Director	01-04-09	01-04-09	01-04-10	Active	NO

Name :	Mrs. Sarla Prakash Talreja
Designation :	Director
Address :	No.28/2, Nagarur, Dasanapura, Bangalore North, Bangalore – 562123, Karnataka, India
Date of Birth/Age :	03.01.1956
Date of Appointment :	01.01.1993
DIN No.:	01740152

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	U17100MH1985PLC037399	GEMINI DYEING AND PRINTING MILLS LIMITED	Director	01-01-93	01-01-93	Active	NO
2	U70200KA1993PTC014372	S.G. PROPERTY AND INVESTMENTS PRIVATE LIMITED	Director	28-05-93	28-05-93	Active	NO
3	U15311KA1982PTC004683	MAANAY ROLLER FLOUR MILLS PRIVATE LIMITED	Director	18-12-94	18-12-94	Active	NO

Name :	Mr. Nilesh Rathnakar Deshpande
Designation :	Director
Address :	No.70/19-01 CASA Orchards, 8^th Cross, 8^th Main Sadashiva Nagar, Bangalore – 5460080, Karnataka, India
Date of Birth/Age :	01.11.1971
Date of Appointment :	12.03.2008
DIN No.:	01998076

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	U52322MH1981PTC025639	ARYAN GARMENTS PRIVATE LIMITED	Director	02-09-05	02-09-05	Active	NO
2	U24233KA1995PTC018302	SCOPE LABORATORIES PRIVATE LIMITED	Director	11-11-05	11-11-05	Dormant	NO
3	U17100MH1985PLC037399	GEMINI DYEING AND PRINTING MILLS LIMITED	Director	12-03-08	12-03-08	Active	NO

MAJOR SHAREHOLDERS / SHAREHOLDING PATTERN

As on 30.09.2011

Names of Shareholders	No. of Shares
Gullu Gellaram Talreja	2218000
Gullu Gellaram Talreja (HUF)	1129200
Sarla Prakash Talreja	1612390
Basant Gellaram Talreja	200
Mukesh Gellaram Talreja	200
Sharad Prabhu Parshuram	5
Anil Kumar Agrawal	5
Total	4960000

As on 30.09.2011

Equity Share Break up (Percentage of Total Equity)

Category	Percentage
Directors or relatives of Directors	100.00
Total	100.00

BUSINESS DETAILS

Line of Business :

Manufacturer of Dyes and Dyestuff, Printers, Dye Dealers, Contractor Printing.

Products :

Product Description	Item Code No.:
Ladies Blouses and Shirts	620630.02
Ladies Trousers/Shorts	620461.01
Ladies Dress, Men Shirts	620442.11
Washing of Fabric	--

PRODUCTION STATUS

As on 31.03.2011

Particulars	Unit	Licensed Capacity	Installed Capacity
Process House	--	N.A.	NIL
Garments Manufacturing	Pcs (In Lacs)	N.A.	6
Garment Processing	--	N.A.	NIL

Actual Production:

Particulars	Unit (In Pcs)
Production	348490

GENERAL INFORMATION

No. of Employees :

Not Available

Bankers :

State Bank of India, SME Peenya Branch, # 45/B, Peenya 2nd Stage, Peenya Industrial Area, Bangalore - 560058, Karnataka, India

Facilities :

Secured Loan	As on 31.03.2011 (Rs. in Millions)	As on 31.03.2010 (Rs. in Millions)
From KSFC - Term Loan Account (Secured by equitable mortgage of immovable properties belonging to directors, company and partnership firm of directors and personal guarantees of directors and relatives)	28.400	45.000
Punjab National Bank - Term Loan (Secured by equitable mortgage of land and building at Bangalore and immovable property of a partnership firm of the directors	0.000	66.168
Axis Bank - Term Loan (Secured by equita5le mortgage of immovable properties belonging to directors, group company and partnership firm of directors and personal guarantees of directors and relatives)	38.062	43.374
State Bank of India -Term Loan (Secured by assignment of lease Rentals and collateral security by way of equitable mortgage of factory land and building situated at Bangalore and personal guarantees of directors)	188.772	0.000
Total	255.234	154.542
Unsecured Loan	As on 31.03.2011 (Rs. in Millions)	As on 31.03.2010 (Rs. in Millions)
From directors	0.198	0.000
From others	5.089	25.896
Total	5.287	25.896

Banking Relations :	--
Auditors :
Name :	M. Shanmuga Sundar and Company Chartered Accountants
Address :	No. 33, III Floor, G.K. Complex, Ibrahim Sahib Street, Bangalore – 560001, Karnataka, India
PAN.:	ABWPS2736S
Controlled Entity :	A. G. Industries

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
4960000	Equity Shares	Rs.10/- each	Rs.49.600 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		49.600	49.600	49.600
2] Share Application Money		0.000	0.000	0.000
3] Reserves & Surplus		110.403	91.599	110.938
4] (Accumulated Losses)		0.000	0.000	0.000
NETWORTH		160.003	141.199	160.538
LOAN FUNDS
1] Secured Loans		255.234	154.542	157.724
2] Unsecured Loans		5.287	25.896	2.351
TOTAL BORROWING		260.521	180.438	160.075
DEFERRED TAX LIABILITIES		16.945	17.423	11.612
TOTAL		437.469	339.060	332.225
APPLICATION OF FUNDS
FIXED ASSETS [Net Block]		259.120	157.657	133.660
Capital work-in-progress		0.000	33.257	9.005
INVESTMENT		37.948	35.564	40.922
DEFERREX TAX ASSETS		0.000	0.000	0.000
CURRENT ASSETS, LOANS & ADVANCES
	Inventories	8.281	51.966	51.700
	Sundry Debtors	48.374	63.104	70.991
	Cash & Bank Balances	7.195	1.709	6.578
	Other Current Assets	26.796	20.001	20.036
	Loans & Advances	137.026	25.170	24.526
Total Current Assets		227.672	161.950	173.831
Less : CURRENT LIABILITIES & PROVISIONS
	Sundry Creditors	45.355	21.119	16.396
	Other Current Liabilities	40.886	27.219	8.367
	Provisions	1.030	1.030	1.030
Total Current Liabilities		87.271	49.368	25.793
Net Current Assets		140.401	112.582	148.038
MISCELLANEOUS EXPENSES		0.000	0.000	0.000
TOTAL		437.469	339.060	332.225

PROFIT & LOSS ACCOUNT

	PARTICULARS		31.03.2011	31.03.2010	31.03.2009
	SALES
		Income	175.642	54.436	104.594
		Other Income	34.832	4.055	3.815
		Share of Profit / (Loss) of Investment in Firm	1.360	1.486	(0.199)
		TOTAL (A)	211.834	59.977	108.210
Less	EXPENSES
		Chemical Consumed	21.384	2.098	27.137
		Fabric Consumed	62.360	13.881	29.096
		Stores, Spares and Accessories	8.237	5.519	6.192
		Power and Fuel	7.698	2.907	14.116
		Manufacturing Expenses	16.183	6.433	25.306
		Salaries and Wages	26.426	9.321	8.262
		Administrative and Selling Expenses	20.518	4.744	10.688
		Deferred Revenue Expenses Witten Off	0.000	0.600	0.600
		(Increase) / Decrease in stock	(3.258)	3.005	(3.131)
		TOTAL (B)	159.548	48.508	118.266
Less	PROFIT / (LOSS) BEFORE INTEREST, TAX, DEPRECIATION AND AMORTISATION (A-B) (C)		52.286	11.469	(10.056)
Less	FINANCIAL EXPENSES (D)		21.942	16.774	14.907
	PROFIT / (LOSS) BEFORE TAX, DEPRECIATION AND AMORTISATION (C-D) (E)		30.344	(5.305)	(24.963)
Less/ Add	DEPRECIATION/ AMORTISATION (F)		12.016	5.969	6.344
	PROFIT / (LOSS) BEFORE TAX (E-F) (G)		18.328	(11.277)	(31.307)
Less	TAX (H)		(0.477)	5.808	6.096
	PROFIT / (LOSS) AFTER TAX (G-H) (I)		18.805	(17.084)	(25.211)
Less	Prior Period Expenses		0.000	2.256	0.000
Add	PREVIOUS YEARS’ BALANCE BROUGHT FORWARD		71.074	90.414	115.625
	BALANCE CARRIED TO THE B/S		89.879	71.074	90.414
	Earnings / (Loss) Per Share (Rs.)		3.79	(3.44)	(5.08)

KEY RATIOS

PARTICULARS		31.03.2011	31.03.2010	31.03.2009
PAT / Total Income	(%)	8.88	(28.48)	(23.30)
Net Profit Margin (PBT/Sales)	(%)	10.43	(20.72)	(29.93)
Return on Total Assets (PBT/Total Assets}	(%)	3.77	(3.53)	(10.18)
Return on Investment (ROI) (PBT/Networth)		0.11	(0.08)	(0.20)
Debt Equity Ratio (Total Liability/Networth)		2.17	1.63	1.16
Current Ratio (Current Asset/Current Liability)		2.61	3.28	6.74

LOCAL AGENCY FURTHER INFORMATION

Note:

The registered address of the company has been shifted from “Ground Floor, Lamp Block, No.98, Dara House, 15th Road, Khar (West), Mumbai – 400052, Maharashtra, India” to the present address w.e.f. 02.12.2011

Operations:

The company has made income from processing and other charges of Rs.54.436 Millions for the year as against the turnover of Rs.104.594 Millions for the previous year.

Bankers Charges Report as per Registry

Corporate identity number of the company	U17100MH1985PLC037399
Name of the company	GEMINI DYEING AND PRINTING MILLS LIMITED
Address of the registered office or of the principal place of business in India of the company	Talreja Chawl, Opposite Dawn Mills, Ganpatrao Kadam Marg, Lower Parel, Mumbai – 400013, Maharashtra, India E-mail : bkmblr@gmail.com
This form is for	Modification of charge
Charge identification (ID) number of the charge to be modified	10274858
Type of charge	Immovable property Book debts Movable property (not being pledge) Floating charge
Particular of charge holder	State Bank of India, SME Peenya Branch, # 45/B, Peenya 2nd Stage, Peenya Industrial Area, Bangalore - 560058, Karnataka, India E-mail : rjr.cs69@gmail.com
Nature of instrument creating charge	Agreement of loan cum hypothecation form SME - 4 and letter of confirmation for extension of mortgage by deposit of title deeds SME - 8 (both/all pertain to the same charge)
Date of instrument Creating the charge	24.10.2011
Amount secured by the charge	Rs.275.000 Millions
Brief of the principal terms an conditions and extent and operation of the charge	Rate of Interest 1). WCL- at 5.50% above BR, effective rate 15.50% p.a. at monthly rests. 2). TL- As existing Penal INT: max 2% p.a. over the normal rate. Terms of Repayment WCL - on demand. Advance is for a period of 12 months and subject to review as per sanction. Term loan: As Existing Margin RM/FG/LC - 25% Receivables - 30% Term Loan - As Existing Extent and Operation of the charge Exclusive first charge on the assets of the company and to the full extent. Others Cash credit Rs.35.000 Millions, LC Rs. 20.000 Millions, bill discounting against LCS Rs. 30.000 Millions, term loan Rs. 190.000 Millions, total Rs. 275.000 Millions.
Short particulars of the property or asset(s) charged (including complete address and location of the property)	Hypothecation of company's present and future movable fixed assets and current assets like stocks, raw materials, semi finished and finished goods, book debts, receivables, outstanding monies, bills, rights, stores, components, furniture and fittings; other movables, plant and machinery, vehicles etc., Present Rentals and Future rent receivables from the below mentioned two properties; 1). EM of the land known as Plot No. 16-B, in Peenya 1st Phase, Industrial Area situated in Sy Nos. 21 and 38 of Peenya Village, Yeshwanthpura Hobli, Bangalore, admeasuring 18646 Sq. Mtrs. 2)EM of factory land bearing No. 5, admeasuring 9969 Sq. Mtrs. at 3rd Main Road, KIADB Peenya 1st Phase, Yeshwanthpura Hobli, Bangalore (Plot No. 25) in Sy No. 38 and 39 in Peenya 1st Phase, Industrial Area within the village limits of Peenya, Yeshwanthpura Hobli, Bangalore.
Date of instrument modifying the charge	07.04.2011
Particulars of the present modification	The amount secured by the charge stands increased to Rs.275.000 Millions. All other terms and conditions remain unchanged.

Fixed Assets:

· Office Building

· Factory Building

· Factory Shed

· Staff Quarters

· Plant and Machinery

· Electrical Installation

· Furniture and Fixtures

· Vehicles

· Computers

· Office Equipments

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.50.12
UK Pound	1	Rs.79.37
Euro	1	Rs.66.00

SCORE & RATING EXPLANATIONS

SCORE FACTORS	RANGE	POINTS
HISTORY	1~10	6
PAID-UP CAPITAL	1~10	4
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	NO
--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.