MIRA INFORM REPORT

Report Date :

02.05.2012

IDENTIFICATION DETAILS

Name :	TOMMY HILFIGER ARVIND FASHION PRIVATE LIMITED
Formerly Known As :	ARVIND MURJANI BRANDS PRIVATE LIMITED
Registered Office :	The Arvind Mills Premises, Naroda Road, Ahmedabad – 380 025, Gujarat
Country :	India
Financials (as on) :	31.03.2011
Date of Incorporation :	09.09.2003
Com. Reg. No.:	04-46421
Capital Investment / Paid-up Capital :	Rs.177.000 Millions
CIN No.: [Company Identification No.]	U18101GJ2003PTC046421
TAN No.: [Tax Deduction & Collection Account No.]	MUMA18955G BLRA04965C
PAN No.: [Permanent Account No.]	AAECA3768J
Legal Form :	Private Limited Liability Company
Line of Business :	Manufacturer of Readymade Garments.
No. of Employees :	Not Available

RATING & COMMENTS

MIRA’s Rating :

B (29)

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

Maximum Credit Limit :	USD 720000
Status :	Moderate
Payment Behaviour :	Slow
Litigation :	Clear
Comments :	Subject is an established company having moderate track. 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.

INFORMATION DECLINED BY

Name :	Mr. Jayesh Thakkar
Designation :	Legal Head
Contact No.:	91-79-2203030
Date :	28.04.2012

LOCATIONS

Registered Office :	The Arvind Mills Premises, Naroda Road, Ahmedabad – 380 025, Gujarat, India
Tel. No.:	91-79-22203030
Fax No.:	91-79-22200267
E-Mail :	ravi.rao@th-india.com
Website :	http://www.murjanigroup.com
Corporate Office :	No. 4, Bruinton, 1^st Cross Road, Bangalore-560025, Karnataka, India
Tel. No.:	91-80-41124091
Fax No.:	91-80-41124092
Factory :	Survey No. 86, Koruloor Village, Somanahalli, Kadugodi Post, Hosakote Post, Bangalore, Karnataka, India

DIRECTORS

AS ON 31.08.2011

Name :	Mr. Mohan Bhagwandas Murjani
Designation :	Director
Address :	Taj Wellington Mews, 33, Nathalal Parekh Marg, Mumbai – 400001, Maharashtra, India
Date of Birth/Age :	25.07.1946
Date of Appointment :	18.05.2009
DIN No.:	02615876
Name :	Mr. Jagdishchandra Gajanand Dalal
Designation :	Director
Address :	5-B Malay Society, Opposite Hunel Sumel Flats, Near Manak Bagh, Ambawadi - 380 015, Gujarat, India
Date of Birth/Age :	04.06.1961
Date of Appointment :	12.01.2004
DIN No.:	00009785
Name :	Mr. Veerappan Karuppan
Designation :	Director
Address :	Flat No. 504, Mayur Garden No.15, 2^nd Cross, Venugopal, Swamy Extension Koramangala, Bangalore – 560 047, Karnataka, India
Date of Birth/Age :	27.05.1967
Date of Appointment :	07.05.2007
DIN No.:	00496966
Name :	Mr. Shailesh Shyamsunder Chaturvedi
Designation :	Director appointed in casual vacancy
Address :	807, Olympus 3, Prestige Acropolis, Hosur Road, Bangalore – 560029, Karnataka, India
Date of Birth/Age :	05.06.1968
Date of Appointment :	14.11.2009
DIN No.:	03023079

MAJOR SHAREHOLDERS / SHAREHOLDING PATTERN

AS ON 31.08.2011

Names of Shareholders	No. of Shares
Arvind Limited, India	8979433
Granesha Brands Limited, Mauritius	2349999
Ganesha Limited, Mauritius	6629434
Total	17958866

(AS ON 30.09.2011)

Equity Shares Break – up

Category	Percentage
Foreign holdings [Foreign institutional investors, Foreign Companies, Foreign Financial Institutions, Non-resident Indian or Overseas corporate bodies or others]	50.00
Bodies corporate	50.00
Total	100.00

BUSINESS DETAILS

Line of Business :	Manufacturer of Readymade Garments.
Brand Names :	“TOMMY HILFIGER”

GENERAL INFORMATION

No. of Employees :

Not Available

Bankers :

· The Hong Kong and Shanghai Banking Corporation

· State Bank of India,

Industrial Finance Branch, Residency Road, Bangalore - 560 025, Karnataka, India

· The Lakshmi Vilas Bank Limited,

No.153, Old Madras Road, Halasuru, Bangalore – 560 008, Karnataka, India

Facilities :

Secured Loans	31.03.2011	31.03.2010
	(Rs. In Millions)
Rupee Term Loans Secured	0.000	9.413
Working Capital Loans Secured	135.420	0.000
Other Debts Secured	34.377	116.861
Total	169.797	126.274
NOTE: i) The Cash Credit and Foreign currency working capital loan are secured by hypothecation of Company's entire stocks and book debts and as a collateral first charge over the fixed assets belonging to the Company to the extent of a net block of Rs. 25.500 Millions and lien on fixed deposits standing in the name of the Company of Rs. 5.082 Millions and a collateral security by way of a corporate guarantee of Rs. 230.000 Millions by Arvind Limited. ii) Term loan from bank is secured by hypothecation of Company’s assets created out of the proceeds of the loan and a corporate guarantee of Rs. Nil by Arvind Limited.
Unsecured Loans	31.03.2011	31.03.2010
	(Rs. In Millions)
Rupee terms loans other unsecured	31.957	47.457
Total	31.957	47.457

Banking Relations :	--
Auditors :
Name :	S.R. Batliboi and Associates Chartered Accountants
Address :	12^th and 13^th Floor, “UB City”, Canberra Block No.24, Vittal Mallya Road, Bangalore - 560 001, Karnataka, India
Tel. No.:	91-80-40275000
Fax No.:	91-80-22106000
PAN No.:	AABFS3421N
Joint Venture Partners :	· Arvind Limited, India · Ganesha Brands Limited, Mauritius
Other Related :	· GVM International Limited, Bahamas · Brand Holdings India Private Limited, India · Arvind Products Limited
Associates :	· Aura Securities Private Limited, India

CAPITAL STRUCTURE

(AS ON 31.08.2011)

Authorised Capital :

No. of Shares	Type	Value	Amount
20000000	Equity Shares	Rs.10/- each	Rs.200.000 Millions

Issued, Subscribed & Paid-up Capital :

No. of Shares	Type	Value	Amount
17958866	Equity Shares	Rs.10/- each	Rs.179.589 millions

(AS ON 31.03.2011)

Authorised Capital :

No. of Shares	Type	Value	Amount
20000000	Equity Shares	Rs.10/- each	Rs.200.000 Millions

Issued, Subscribed & Paid-up Capital :

No. of Shares	Type	Value	Amount
17700000	Equity Shares	Rs.10/- each	Rs.177.000 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		177.000	177.000	47.000
2] Share Application Money		15.284	9.794	106.795
3] Reserves & Surplus		39.007	39.007	39.007
4] (Accumulated Losses)		(51.438)	(118.796)	(136.986)
NETWORTH		179.853	107.005	55.816
LOAN FUNDS
1] Secured Loans		169.797	126.274	113.962
2] Unsecured Loans		31.957	47.457	81.793
TOTAL BORROWING		201.754	173.731	195.755
DEFERRED TAX LIABILITIES		0.000	0.000	0.000
TOTAL		381.607	280.736	251.571
APPLICATION OF FUNDS
FIXED ASSETS [Net Block]		29.320	32.184	43.250
Capital work-in-progress		2.133	0.721	0.000
INVESTMENT		0.000	0.000	0.000
DEFERREX TAX ASSETS		0.000	0.000	0.000
CURRENT ASSETS, LOANS & ADVANCES
	Inventories	214.919	60.007	47.967
	Sundry Debtors	137.538	200.490	178.027
	Cash & Bank Balances	8.751	6.102	4.324
	Other Current Assets	0.000	0.000	0.000
	Loans & Advances	75.489	34.632	37.330
Total Current Assets		436.697	301.231	267.648
Less : CURRENT LIABILITIES & PROVISIONS
	Sundry Creditor	79.879	47.600	51.388
	Other Current Liabilities	2.463	3.457	6.242
	Provisions	4.201	2.343	1.697
Total Current Liabilities		86.543	53.400	59.327
Net Current Assets		350.154	247.831	208.321
MISCELLANEOUS EXPENSES		0.000	0.000	0.000
TOTAL		381.607	280.736	251.571

PROFIT & LOSS ACCOUNT

	PARTICULARS		31.03.2011	31.03.2010	31.03.2009
	SALES
		Income	805.121	557.116	477.113
		Other Income	2.424	4.502	6.406
		TOTAL (A)	807.545	561.618	483.519
Less	EXPENSES
		Cost of Traded Goods/ Materials		292.175	276.310
		Personnel Expenses		53.067	41.748
		Operating and Other Expenses	713.715	166.927	133.776
		Increase/ Decrease in Stock		0.000	0.000
		TOTAL (B)	713.715	512.169	451.834
Less	PROFIT BEFORE INTEREST, TAX, DEPRECIATION AND AMORTISATION (A-B) (C)		93.830	49.449	31.685
Less	FINANCIAL EXPENSES (D)		18.555	23.646	23.164
	PROFIT BEFORE TAX, DEPRECIATION AND AMORTISATION (C-D) (E)		75.275	25.803	8.521
Less/ Add	DEPRECIATION/ AMORTISATION (F)		7.917	7.613	6.717
	PROFIT BEFORE TAX (E-F) (G)		67.358	18.190	1.804
Less	TAX (H)		0.000	0.000	1.639
	PROFIT AFTER TAX (G-H) (I)		67.358	18.190	0.165
Add	PREVIOUS YEARS’ BALANCE BROUGHT FORWARD		(118.796)	(136.986)	(137.151)
	BALANCE CARRIED TO THE B/S		(51.438)	(118.796)	(136.986)
	EARNINGS IN FOREIGN CURRENCY
		Export Earnings	NA	Nil	0.028
	TOTAL EARNINGS		NA	Nil	0.028
	IMPORTS
		Readymade Garments	NA	175.859	146.042
	TOTAL IMPORTS		NA	175.859	146.042
	Earnings Per Share (Rs.)		3.81	--	--

KEY RATIOS

PARTICULARS		31.03.2011	31.03.2010	31.03.2009
PAT / Total Income	(%)	8.34	3.24	0.03
Net Profit Margin (PBT/Sales)	(%)	8.37	3.27	0.38
Return on Total Assets (PBT/Total Assets}	(%)	14.45	5.46	0.58
Return on Investment (ROI) (PBT/Networth)		0.37	0.17	0.03
Debt Equity Ratio (Total Liability/Networth)		1.60	2.12	4.57
Current Ratio (Current Asset/Current Liability)		5.05	5.64	4.51

LOCAL AGENCY FURTHER INFORMATION

DETAILS OF SUNDRY CREDITORS

(Rs. In Millions)

Particulars	31.03.2011	31.03.2010	31.03.2009
Sundry Creditors
Creditors due small micro enterprises	0.000	0.000	0.000
Creditors due others	79.879	47.600	51.388

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	No
5) Type of Business	Yes
6) Line of Business	Yes
7) Promoter's background	Yes
8) No. of employees	No
9) Name of person contacted	Yes
10) Designation of contact person	Yes
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 (if applicable)	--
21) Market information	--
22) Litigations that the firm / promoter involved in	--
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

NOTE:

The Registered office of the company has been shifted from 8A, Akaash Ganga, 89, Bhulabhai Desai Road, Mumbai – 400 036, Maharashtra to present address w.e.f. 29.03.2005.

OPERAITONS:

The company has completed an impressive year of performance showing continued growth in earning in financial year. The company has posted a sales turnover of Rs.805.121 Millions during the year against previous year figures of Rs.557.116 Millions showing an increase of 44.51% over the previous year. The operating profit before interests and depreciation stands at Rs.93.830 Millions during the period against the previous year figured of Rs.49.449 Millions.

NATURE OF OPERATIONS:

The Company is 50:50 joint venture (JV) between Arvind Limited and Ganesha Brands Limited (Murjani Group Company). The company is engaged in marketing and wholesale trading activity and has licence to sell Tommy Hilfiger brand apparels and accessories in India.

CONTINGENT LIABILITIES:

Particulars	31.03.2011 Rs. In Millions	31.03.2010 Rs. In Millions	31.03.2009 Rs. In Millions
Excise Duty demands in dispute	0.000	0.015	0.630
Income Tax demand	1.905	0.000	0.000

Bankers Charges Report as per Registry

Corporate identity number of the company	U18101GJ2003PTC046421
Name of the company	ARVIND MURJANI BRANDS PRIVATE LIMITED
Address of the registered office or of the principal place of business in India of the company	The Arvind Mills Premises, Naroda Road, Ahmedabad – 380 025, Gujarat, India E-Mail: ravi.rao@th-india.com
This form is for	Creation of charge
Type of charge	Book Debts Movable Property Floating Charge
Particular of charge holder	The Lakshmi Vilas Bank Limited, No.153, Old Madras Road, Halasuru, Bangalore – 560 008, Karnataka, India E-Mail: ulsoor_bm@lvbank.in
Nature of description of the instrument creating or modifying the charge	Letter of Hypothecation.
Date of instrument Creating the charge	19/08/2010
Amount secured by the charge	Rs.30.000 millions
Brief particulars of the principal terms an conditions and extent and operation of the charge	Rate of Interest: OCC and CCBD (Sub limit); 13.25% p.a. i.e. 8.75% p.a. (Base Rate) + 4.5% p.a., Subject to revision from time to time. Terms of Repayment: OCC and CCBD (Sub limit) ; Running Account repayable on demand. Margin: OCC and CCBD (Sub limit); 25% Extent and Operation of the charge: The charge shall operate to the extent of entire loan amount plus interest, cost, commission, expenses, liquidated damages and other charges if any thereon. Others: The said amount of Rs.30.000 millions comprises of OCC of Rs.30.000 millions (with a sublimit of CCBD Rs.20.000 millions).
Short particulars of the property charged	Hypothecation by way of Stocks comprising Textiles Garments, Shoes etc. kept at Warehouses Bangalore, Mumbai, Delhi, Chandigarh, Punjab and Hyderabad or at any other place and advance payment to suppliers and receivables/book Debts both present and future at No. 4. Brunton I Cross Road, Bangalore-560025 on pari passu first charge basis with State Bank of India

FIXED ASSETS:

· Plant and Machinery

· Data Processing Equipment

· Office Equipments

· Computers

· Furniture and Fixtures

· Leasehold Improvements

· Vehicles

WEBSITE DETAILS:

NEWS:

Murjanis line up more premium brands for India - Hindustan Times, Delhi, September 25.

MURJANIS LINE UP MORE PREMIUM BRANDS FOR INDIA

ARUN KUMAR

MOHAN MURJANI, who made his name signing up global designer brands for upscale US customers, is now trying to do the same in India, as people in the country of his origin get increasingly interested in premium brands.

After the group introduced Tommy Hilfiger's goods in India, single-brand outlets are expected next year for apparel and accessory labels like Jimmy Choo, French Connection UK, Gucci, and Calvin Klein.

The New York-based Murjani group, which is the master licencee for Tommy Hilfiger, has already entered into similar agreements with five leading global brands and is in the process of increasing this number to 12 by the first quarter of 2007. Consumer behaviour in the last one year clearly shows that the appetite for the premium brands in India is very high, Vijay Murjani, managing director of Murjani Brand Holdings, told Hindustan Times.

From its nine outlets located in seven cities, Tommy Hilfiger has reported revenues of Rs 450.000 Millions in the last fiscal year in apparel alone, resulting in an average revenue of Rs 50.000 Millions per outlet, Murjani said. This is expected to increase by around 50 per cent to Rs 650.000 Millions in the current fiscal year. Besides the apparel business, it is also present in accessories like watches, fragrances, shoes, underwear and eyewear. Last fiscal, Tommy Hilfiger's accessories' segment reported revenues of Rs 250.000 Millions.

In 1976, Mohan Murjani, Vijay's father and group chairman, launched Gloria Vanderbilt and became the first Indian to develop and market major designer brands in the international marketplace. Over the years, the group has developed and launched various major global brands, such as Coca-Cola Clothes.

“We have already signed the master licensing agreement with the five such brands like Gucci, Calvin Klein and Jimmy Choo and French Connection UK, among others, and are expected to have another five to seven in our portfolio by the first quarter of 2007,” said Murjani. For these new brands, Murjani will roll out 25 to 30 outlets in next 12 to 18 months, which will be in addition to the group's expansion plans for Tommy Hilfiger.

Tommy Hilfiger's Indian foray was started under a 50:50 joint venture with the Arvind group — Arvind Murjani Brands Private Limited in 2004. Bolstered by the performance, the company will increase its presence in five more cities and the number of outlets will go up to 25 in next one year. It plans to add another five cities, said Shailesh Chaturvedi, CEO of Arvind Murjani Brands Private Limited. “Our target to Rs 1000.000 Millions mark in 2007,” he added. The all-India consumption pattern reflects that Delhiites are the biggest spenders.

Brand business : The group introduced Tommy Hilfiger's goods in India last year Single-brand outlets are expected next year for apparel and accessory labels like Jimmy Choo, French Connection UK, Gucci, and Calvin Klein The group is the master licencee for Tommy Hilfiger It has already entered into similar agreements with five leading global brands and is in the process of increasing it to 12 by the first quarter of 2007.

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.52.51
UK Pound	1	Rs.85.49
Euro	1	Rs.69.61

INFORMATION DETAILS

Information Gathered by :	SBA
Report Prepared by :	SDA

SCORE & RATING EXPLANATIONS

SCORE FACTORS	RANGE	POINTS
HISTORY	1~10	5
PAID-UP CAPITAL	1~10	3
OPERATING SCALE	1~10	3
FINANCIAL CONDITION
--BUSINESS SCALE	1~10	3
--PROFITABILIRY	1~10	3
--LIQUIDITY	1~10	3
--LEVERAGE	1~10	3
--RESERVES	1~10	3
--CREDIT LINES	1~10	3
--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	YES
--LISTED	YES/NO	NO
--OTHER MERIT FACTORS	YES/NO	YES
TOTAL		29

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.