MIRA INFORM REPORT

Report Date :

28.03.2012

IDENTIFICATION DETAILS

Name :	COTSWOLD ARCHITECTURAL PRODUCTS (INDIA) PRIVATE LIMITED
Registered Office :	93-95, Dhanji Street, Mumbai – 400 003, Maharashtra
Country :	India
Financials (as on) :	31.03.2011
Date of Incorporation :	13.06.2006
Com. Reg. No.:	11-162588
Capital Investment / Paid-up Capital :	Rs.14.657 millions
CIN No.: [Company Identification No.]	U20299MH2006PTC162588
TAN No.: [Tax Deduction & Collection Account No.]	MUMC14435B
PAN No.: [Permanent Account No.]	AACCC8402D
Legal Form :	Private Limited Liability Company
Line of Business :	Manufacturer and Supplier of a superior range of Heavy Duty Commercial and Domestic Series friction stay hinges and Multi Locking System for Aluminum, UPVC and Wooden Windows.
No. of Employees :	Not Available

RATING & COMMENTS

MIRA’s Rating :

B (27)

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

Maximum Credit Limit :	USD 48400
Status :	Moderate
Payment Behaviour :	Slow
Litigation :	Clear
Comments :	Subject is an established company having moderate track. Profitability of the company appears to be low. There appears some accumulated losses recorded by the company. However, trade relations are reported as fair. Business is active. Payments are reported to be slow. The company can be considered for business dealings with some caution.

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 :	93-95, Dhanji Street, Mumbai – 400 003, Maharashtra, India
Tel. No.:	91-22-23470180
Fax No.:	91-22-23470181
E-Mail :	univerglas@vsnl.com cotswoldindia@gmail.com
Website :	http://www.cotswoldindia.com
Factory :	1706-2, GIDC Industrial Estate, Sarigam – 396 155, Gujarat, India

DIRECTORS

As on 30.09.2011

Name :

Mr. Moiz Abdul Husain Kachwala

Designation :

Director

Address :

Zehra Villa, 3^rd Floor, 111, Crater Road, Bandra (West), Mumbai - 400 050, Maharashtra, India

Date of Birth/Age :

20.04.1943

Date of Appointment :

13.06.2006

DIN No.:

00241472

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	U26100MH1985PTC035547	Barakaat Steels Private Limited	Director	01-04-94	01-04-94	Active	NO
2	U20299MH2006PTC162588	Cotswold Architectural Products (India) Private Limited	Director	13-06-06	13-06-06	Active	NO

Name :

Ms. Nafisa Moiz Kachwalla

Designation :

Director

Address :

Zehra Villa, 3^rd Floor, 111, Crater Road, Bandra (West), Mumbai - 400 050, Maharashtra, India

Date of Birth/Age :

24.01.1946

Date of Appointment :

13.06.2006

DIN No.:

00241483

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	U26100MH1985PTC035547	Barakaat Steels Private Limited	Director	05-03-85	05-03-85	Active	NO
2	U20299MH2006PTC162588	Cotswold Architectural Products (India) Private Limited	Director	13-06-06	13-06-06	Active	NO

Name :

Donough Mc Lesley

Designation :

Director

Address :

The Roost, Brochamton, Swindon Village, Cheltenham, Great Britain GL519RS

Date of Birth/Age :

15.02.1954

Date of Appointment :

13.06.2006

DIN No.:

00241418

Name :

Iain Wilson Morgan

Designation :

Director

Address :

Cleveland, 24 Tivoli Road, Cheltenham, Great Britain GL502TD

Date of Birth/Age :

21.07.1955

Date of Appointment :

13.06.2006

DIN No.:

00241441

MAJOR SHAREHOLDERS / SHAREHOLDING PATTERN

As on 30.09.2011

Names of Shareholders	No. of Shares
Moiz Abdul Husain Kachwala	373750
Nafisa Moiz Kachwalla	373749
Cotswold Architechtural Products Limited, U.K.	718183
Total	1465682

As on 30.09.2011

Equity Share Breakup	Percentage of Holding
Category
Foreign holdings [Foreign institutional investors, Foreign Companies, Foreign Financial Institutions, Non-resident Indian or Overseas corporate bodies or others]	49.00
Directors or relatives of directors	51.00
Total	100.00

BUSINESS DETAILS

Line of Business :

Manufacturer and Supplier of a superior range of Heavy Duty Commercial and Domestic Series friction stay hinges and Multi Locking System for Aluminum, UPVC and Wooden Windows.

Products :

v Heavy Duty Commercial Friction Stay Hinges v Domestic Friction Stay Hinges v Friction Arm v Egress Friction Stay Hinges v Windows Multi Locking System v Multi Point Handle CA 101 (Aluminum) v Multi Point Handle CA 102 (Aluminum) v Multi Point Handle CA 103 (Aluminum) v Multi Point Handle CA 104 (Zinc Alloy) v Detachable Handle CA 105 v Multi Point Handle CA 106 (Aluminum) v TACTO Handle CAT 1 v Windows Hinges

PRODUCTION STATUS (AS ON 31.03.2011)

Particulars	Unit	Actual Production
Friction Stays (Hinges)	Pairs	750860

GENERAL INFORMATION

No. of Employees :

Not Available

Bankers :

Union Bank of India, Abdul Rhman Street Branch, Bhagat Mansion, 176/180, Abdul Rehman Street, Mumbai – 400 003, Maharashtra, India

Facilities :

Unsecured Loans	31.03.2011 Rs. In Millions	31.03.2010 Rs. In Millions
From Directors	37.250	36.918
Total	37.250	36.918

Banking Relations :	--
Auditors :
Name :	H.H. Bandukwala and Company Chartered Accountants
Address :	2^nd Floor, 6 Topiwala Manzil, 91 Abdul Rehman Street, Mumbai – 400 003, Maharashtra, India
Income-tax PAN of auditor or auditor's firm :	AACFH0519H

CAPITAL STRUCTURE

As on 30.09.2011

Authorised Capital :

No. of Shares	Type	Value	Amount
1,500,000	Equity Shares	Rs.10/- each	Rs.15.000 millions

Issued, Subscribed & Paid-up Capital :

No. of Shares	Type	Value	Amount
1,465,682	Equity Shares	Rs.10/- each	Rs.14.657 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		14.657	10.039	10.039
2] Share Application Money		0.000	0.000	0.000
3] Reserves & Surplus		0.000	0.000	0.000
4] (Accumulated Losses)		(2.557)	(2.848)	(3.520)
NETWORTH		12.100	7.191	6.519
LOAN FUNDS
1] Secured Loans		0.000	0.000	1.386
2] Unsecured Loans		37.250	36.918	32.497
TOTAL BORROWING		37.250	36.918	33.883
DEFERRED TAX LIABILITIES		0.000	0.000	0.000
TOTAL		49.350	44.109	40.402
APPLICATION OF FUNDS
FIXED ASSETS [Net Block]		25.771	27.355	26.963
Capital work-in-progress		0.000	0.000	0.000
INVESTMENT		0.000	0.000	0.000
DEFERRED TAX ASSETS		1.112	1.244	1.544
CURRENT ASSETS, LOANS & ADVANCES
	Inventories	17.804	11.339	10.210
	Sundry Debtors	8.848	10.634	9.123
	Cash & Bank Balances	1.359	1.510	0.532
	Other Current Assets	0.000	0.000	0.000
	Loans & Advances	7.605	8.094	5.259
Total Current Assets		35.616	31.577	25.124
Less : CURRENT LIABILITIES & PROVISIONS
	Sundry Creditors	5.298	8.934	7.085
	Other Current Liabilities	8.390	7.693	6.772
	Provisions	0.000	0.027	0.033
Total Current Liabilities		13.688	16.654	13.890
Net Current Assets		21.928	14.923	11.234
MISCELLANEOUS EXPENSES		0.539	0.587	0.661
TOTAL		49.350	44.109	40.402

PROFIT & LOSS ACCOUNT

	PARTICULARS		31.03.2011	31.03.2010	31.03.2009
	SALES
		Income	56.520	55.639	18.001
		Other Income
		TOTAL	56.520	55.639	18.001
Less	EXPENSES
		Office Expenses	52.594	51.218	20.186
		Administrative Expenses
		Advertising Expenses
		TOTAL	52.594	51.218	20.186
	PROFIT/ (LOSS) BEFORE TAX, DEPRECIATION AND AMORTISATION		3.926	4.421	(2.185)
Less/ Add	DEPRECIATION/ AMORTISATION		3.499	3.449	2.816
	PROFIT/ (LOSS) BEFORE TAX		0.427	0.972	(5.001)
Less	TAX		0.136	0.300	(1.516)
	PROFIT/ (LOSS) AFTER TAX		0.291	0.672	(3.485)
Add	PREVIOUS YEARS’ BALANCE BROUGHT FORWARD		(2.848)	(3.520)	(0.035)
	BALANCE CARRIED TO THE B/S		(2.557)	(2.848)	(3.520)
	Earnings/ (Loss) Per Share (Rs.)		0.20	0.67	(3.47)

KEY RATIOS

PARTICULARS		31.03.2011	31.03.2010	31.03.2009
PAT / Total Income	(%)	0.51	1.21	(19.36)
Return on Total Assets (PBT/Total Assets}	(%)	0.70	1.65	(9.60)
Return on Investment (ROI) (PBT/Networth)		0.04	0.14	(0.77)
Debt Equity Ratio (Total Liability/Networth)		4.21	7.45	7.33
Current Ratio (Current Asset/Current Liability)		2.60	1.90	1.81

LOCAL AGENCY FURTHER INFORMATION

Bankers Charges Report as per Registry

This form is for	Modification of charge
Charge identification number of the modified	10068524
Corporate identity number of the company	U20299MH2006PTC162588
Name of the company	COTSWOLD ARCHITECTURAL PRODUCTS (INDIA) PRIVATE LIMITED
Address of the registered office or of the principal place of business in India of the company	93-95, Dhanji Street, Mumbai – 400 003, Maharashtra, India
Type of charge	Movable Property (not being pledge)
Particular of charge holder	Union Bank of India, Abdul Rhman Street Branch, Bhagat Mansion, 176/180, Abdul Rehman Street, Mumbai – 400 003, Maharashtra, India E-Mail: cbsarstreet@unionbankofindia.com
Nature of description of the instrument creating or modifying the charge	Hypothecation (Goods) Agreement
Date of instrument Creating the charge	03.06.2009
Amount secured by the charge	Rs.15.000 millions
Brief particulars of the principal terms an conditions and extent and operation of the charge	Rate of Interest: 12% per annum with monthly rests or at such other revised rate/s as may be prescribed by the Bank from time to time depending upon the changes in Prime Lending Rate of the Bank or upon the directives of Reserve Bank of India from time to time or policy of the Bank on advances Terms of Repayment: On Demand Margin: As per sanction terms Extent and Operation of the charge: To secure Revised Cash Credit (Hypothecation) facility to the extent of Rs.15.000 millions granted by the Bank to the Company.
Short particulars of the property charged	The Borrower hereby Hypothecates in favour of the Bank Stocks of Friction Stays (Hinges) which expression shall include all raw materials, semi finished goods and finished goods, products and movable property of any kind belonging to the Borrower which now or hereinafter from time to time during this security shall be brought in, stored or to be in or about the Borrower's premises or godown/s at Sarigam and Mumbai
Particulars of the present modification	The Original Charge Dated: 30.08.2007 for Rs.3.000 millions is hereby modified by granting an additional sum of Rs.12.000 millions thereby enhancing Cash Credit (Hypothecation) facility from Rs.3.000 millions to Rs.15.000 millions and The Borrower hereby Hypothecates in favour of the Bank Stocks of Friction Stays (Hinges) which expression shall include all raw materials, semi finished goods and finished goods, products and movable property of any kind belonging to the Borrower

FIXED ASSETS

v Land

v Factory Building

v Computers

v Plant and Machinery

v Electrical Fittings

v Tools and Spares

v Fire Extinguishers

v Office Equipments

v Furniture and Fixtures

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.50.90
UK Pound	1	Rs.81.27
Euro	1	Rs.67.99

SCORE & RATING EXPLANATIONS

SCORE FACTORS	RANGE	POINTS
HISTORY	1~10	4
PAID-UP CAPITAL	1~10	4
OPERATING SCALE	1~10	4
FINANCIAL CONDITION
--BUSINESS SCALE	1~10	4
--PROFITABILIRY	1~10	2
--LIQUIDITY	1~10	3
--LEVERAGE	1~10	3
--RESERVES	1~10	-
--CREDIT LINES	1~10	3
--MARGINS	-5~5	-
DEMERIT POINTS
--BANK CHARGES	YES/NO	NO
--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		27

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.