MIRA INFORM REPORT

Report Date :

08.05.2012

IDENTIFICATION DETAILS

Name :	JAY INSTRUMENTS AND SYSTEMS PRIVATE LIMITED
Formerly Known As :	JAY Computers Private Limited
Registered Office :	E-16 ”Everest” Tardeo Road, Mumbai – 400034, Maharashtra
Country :	India
Financials (as on) :	31.03.2011
Date of Incorporation :	06.06.1986
Com. Reg. No.:	11-40036
Capital Investment / Paid-up Capital :	Rs.2.460 Millions
CIN No.: [Company Identification No.]	U30000MH1986PTC040036
TAN No.: [Tax Deduction & Collection Account No.]	MUMJ08631A
PAN No.: [Permanent Account No.]	AAACJI391A
Legal Form :	Private Limited Liability Company
Line of Business :	Manufacturer of Electronic Weighing Scales.
No. of Employees :	200 (Approximately)

RATING & COMMENTS

MIRA’s Rating :

Ba (46)

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

Maximum Credit Limit :	USD 421036
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 dealing 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. Vijay
Designation :	Accounts Department
Contact No.:	91-22-30423048
Date :	08.05.2012

LOCATIONS

Registered Office :	E-16 ”Everest” Tardeo Road, Mumbai – 400034, Maharashtra, India
Tel. No.:	91-22-23526207
Fax No.:	91-22-23528210
E-Mail :	rct@aysynth.com sec@jaysynth.com
Website :	http://www.jayinst.com/
Customer Service :	C-64, TTC Industrial Area, Turbhe, Navi Mumbai, Dist. Thane. 400 705
Tel. No.:	91-22-27672955 / 0092
Fax No.:	91-22-27670161
Factory:	R.S. No.165/C/1, 1^st Gate Industrial Estate, Gokul Road, Hubli, Karnataka-580 030, India
Branches :	v Ahmedabad v Chennai v Delhi v Hubli v Tirupur

DIRECTORS

AS ON 28.09.2011

Name :	Mr. Nikhil Sharadchandra Kothari
Designation :	Director
Address :	122, Summer Ville, Bhulabhai Desai Road, Mahalaxmi, Mumbai – 400026, Maharashtra, India
Date of Birth/Age :	15.07.1970
Date of Appointment :	01.11.2000
Name :	Mrs. Jayshree Sharadchandra Kothari
Designation :	Director
Address :	122, Summer Ville, Bhulabhai Desai Road, Mahalaxmi, Mumbai – 400026, Maharashtra, India
Date of Birth/Age :	05.02.1937
Date of Appointment :	27.05.2002
Name :	Mr. Parag Sharadchandra Kothari
Designation :	Director
Address :	122, Summer Ville, Bhulabhai Desai Road, Mahalaxmi, Mumbai – 400026, Maharashtra, India
Date of Birth/Age :	30.01.1967
Date of Appointment :	31.07.2002

MAJOR SHAREHOLDERS / SHAREHOLDING PATTERN

AS ON 28.09.2011

Names of Shareholders (Equity Shares)	No. of Shares
Jayshree Sharadchandra Kothari	4010
Nikhil Sharadchandra Kothari	1010
Parag Sharadchandra Kothari	1010
Jay Chemi Colour Private Limited	10
Shoorji Trikamdas Investment Company Private Limited	4530
Jayshree Sharadchandra Kothari Jointly With Sharadchandra Soorji Kothari	14030
Total	24600

AS ON 28.09.2011

Equity Share Breakup	Percentage of Holding
Category
Bodies corporate	18.46
Directors or relatives of directors	81.54
Total	100.00

BUSINESS DETAILS

Line of Business :

Manufacturer of Electronic Weighing Scales.

Products :

• Peripherals / process control
• Electronic weighing scales / weigh bridge / indicators
• Lead cells
• Cards / Zener barrier
• Spectro photometers
• Internet and Software Services
• Calibrator

Item Code No. (ITC Code)	8423.10
Product Description	Electronics Weighing Scale
Item Code No. (ITC Code)	8524.23
Product Description	Computer Software

Exports :

Products :

Finished Goods

Countries :

Bangladesh

Imports :

Products :

Raw Material

Countries :

· Italy

· Sri Lanka

Terms :

Selling :

Cash, Credit

Purchasing :

Cash, Credit

PRODUCTION STATUS AS ON 31.03.2011

Licensed Capacity	Unit	2010-2011
Minicomputers / Microprocessor Based Systems	Rs. 30.000 Millions	Rs.30.000 Millions
Bectronlc Weighing Systems Including Weighing Bridges / Scales	Rs. 30.000 Millions	Rs.30.000 Millions
Double / Dual Beam Spectrophotometer	Nos.	150
Computer Kit Boards	Nos.	5000
CRT Date Display Monitors	Nos.	1000

Production	Unit	2010-2011
Electronic Weigh Scale/ Weigh Bridge/ Indicator	Nos.	2529
Software	Nos.	44

GENERAL INFORMATION

Suppliers:	Flintech
Customers:	· Corporates · PD Lite
No. of Employees :	200 (Approximately)
Bankers :	v Syndicate Bank, G 001, Rajan House, A. S. Marathe Marg, Prabhadevi, Mumbai- 400 025, Maharashtra, India v Bank of Baroda, Tardeo Branch, Tardeo Road, Mumbai – 400034, Maharashtra

Banking Relations :	-
Auditors :
Name :	Maganlal and Ajay Mehta Chartered Accountants
Address :	3, A K Naik Road, Room No 20, Fort, Mumbai – 400001, Maharashtra, India
Associates/Subsidiaries :	NA

CAPITAL STRUCTURE

AS ON 31.03.2011

Authorised Capital :

No. of Shares	Type	Value	Amount
24600	Equity Shares	Rs.100/- each	Rs.2.460 Millions
28000	5% Redeemable Cumulative Preference Shares	Rs.100/- each	Rs.2.800 Millions
47400	5% Redeemable Cumulative Preference Shares	Rs.100/- each	Rs.4.740 Millions
	Total		Rs.10.000 Millions

Issued, Subscribed & Paid-up Capital :

No. of Shares	Type	Value	Amount
24600	Equity Shares	Rs.100/- each	Rs.2.460 Millions

(Of the above shares, 20000 Equity Shares of Rs.100/- each were allotted as fully paid up without payment being received in cash as a consideration for the business and all assets and liabilities taken over from M/S Jay Electronics as a going concern)

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		2.460	8.210	9.710
2] Share Application Money		0.000	0.000	0.000
3] Reserves & Surplus		102.799	72.810	57.124
4] (Accumulated Losses)		0.00	0.000	0.000
NETWORTH		105.259	81.020	66.834
LOAN FUNDS
1] Secured Loans		0.000	0.000	0.000
2] Unsecured Loans		0.066	0.066	7.249
TOTAL BORROWING		0.066	0.066	7.249
DEFERRED TAX LIABILITIES		0.000	0.000	0.000
TOTAL		105.325	81.086	74.083
APPLICATION OF FUNDS
FIXED ASSETS [Net Block]		25.550	25.484	27.735
Capital work-in-progress		0.000	0.000	0.000
INVESTMENT		6.500	3.858	1.720
DEFERREX TAX ASSETS		0.392	0.217	0.090
CURRENT ASSETS, LOANS & ADVANCES
	Inventories	36.536	26.472	21.357
	Sundry Debtors	39.413	34.539	27.201
	Cash & Bank Balances	6.827	7.715	11.884
	Other Current Assets	0.000	0.000	0.000
	Loans & Advances	48.952	25.007	16.176
Total Current Assets		131.728	93.733	76.618
Less : CURRENT LIABILITIES & PROVISIONS
	Sundry Creditors	17.007	12.935	9.077
	Other Current Liabilities	13.404	10.507	9.193
	Provisions	28.434	18.764	13.810
Total Current Liabilities		58.845	42.206	32.080
Net Current Assets		72.883	51.527	44.538
MISCELLANEOUS EXPENSES		0.000	0.000	0.000
TOTAL		105.325	81.086	74.083

PROFIT & LOSS ACCOUNT

	PARTICULARS		31.03.2011	31.03.2010	31.03.2009
	SALES
		Income		179.365	156.586
		Other Income		46.998	36.236
		TOTAL	298.957	226.363	192.822
Less	EXPENSES
		Raw Material Consumed		57.454	55.128
		Finished Goods Purchased	NA	52.128	32.912
		Manufacturing and Other Expenses		90.315	86.979
		Increased / (Decreased) In Stock		(1.896)	(4.974)
		TOTAL	248.969	198.001	170.045
Less	PROFIT BEFORE INTEREST, TAX, DEPRECIATION AND AMORTISATION		NA	28.362	22.777
Less	FINANCIAL EXPENSES		NA	0.802	0.585
	PROFIT BEFORE TAX, DEPRECIATION AND AMORTISATION		49.988	27.560	22.192
Less/ Add	DEPRECIATION/ AMORTISATION		2.802	2.967	2.805
	PROFIT BEFORE TAX		47.186	24.593	19.387
Less	TAX		22.946	10.407	7.588
	PROFIT AFTER TAX		24.240	14.186	11.799
Add	PREVIOUS YEARS’ BALANCE BROUGHT FORWARD		37.544	23.358	11.558
	BALANCE CARRIED TO THE B/S		61.783	37.544	23.357
	EARNINGS IN FOREIGN CURRENCY		14.101	3.971	34.844
	IMPORTS
		Raw Materials, Sub- assemblies and Components	16.896	10.264	NA
		Others	25.952	35.352	NA
	TOTAL IMPORTS		42.848	45.616	NA
	Earnings Per Share (Rs.)		2319.09	576.67	--

KEY RATIOS

PARTICULARS		31.03.2011	31.03.2010	31.03.2009
PAT / Total Income	(%)	8.11	6.27	6.12
Net Profit Margin (PBT/Sales)	(%)	NA	13.54	10.05
Return on Total Assets (PBT/Total Assets}	(%)	30.00	20.62	18.58
Return on Investment (ROI) (PBT/Networth)		0.45	0.30	0.29
Debt Equity Ratio (Total Liability/Networth)		0.56	0.52	0.59
Current Ratio (Current Asset/Current Liability)		2.24	2.22	2.39

LOCAL AGENCY FURTHER INFORMATION

DETAILS OF SUNDRY CREDITORS

(Rs. In Millions)

Particulars	31.03.2011	31.03.2010	31.03.2009
Sundry Creditors	17.007	12.935	9.077

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	Yes
8) No. of employees	Yes
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	No
17) Major suppliers	Yes
18) Major customers	Yes
19) Payments terms	Yes
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

REDEMPTION OF PREFERENCE SHARES:

During the year 12,500 5% Redeemable Cumulative Preference Shares redeemed on due date of redemption i.e. on 4^th April, 2010 and 45_h000 5% Pref. Shares redeemed on due date of redemption i.e. on 30^th June. 2010.

INVESTMENT:

During the year the Company has sold ICICI Prudential Flexible income Plan investment's and made further investment of Rs.2.500 Millions in Birla Sun Life Mutual Fund and of Rs 4.000 Millions in IDFC Mutual Fund

OPERATIONS:

During the year the Company had made Profit of Rs.24.240 Millions on Sales of Rs.234.426 Millions as against Profit of Rs.14.166 Millions on Sales of Rs. 179.365 Millions registered during the previous year.

Bankers Charges Report as per Registry

Corporate identity number of the company	U30000MH1986PTC040036
Name of the company	JAY INSTRUMENTS AND SYSTEMS PRIVATE LIMITED
Address of the registered office or of the principal place of business in India of the company	E-16 ”Everest” Tardeo Road, Mumbai – 400 034, Maharashtra, India
This form is for	Modification of charge
Type of charge	Book Debts Movable Property Floating Charge
Particular of charge holder	SYNDICATE BANK
Nature of instrument creating charge	A) Supplemental Hypothecation Agreement. B) Omnibus Counter Guarantee. C) Charge and Hypothecation of Book Debts-Agreement. (Collectively constitute a single charge )
Date of instrument Creating the charge	15/03/2012
Amount secured by the charge	Rs19.500 Millions
Brief of the principal terms an conditions and extent and operation of the charge	Rate of Interest Interest @ 14 % p.a. being 3.25% over and above the Syndicate Bank's Base Rate from time to time, on calendar quareter end in each year. Terms of Repayment On Demand Margin As may be stipulated by the Bank from time to time. Extent and Operation of the charge Hypothecation by way of first charge on Stocks and Debts of the Company as described under Item No.15 as security, together with interest, costs, charges, expenses.
Short particulars of the property charged	Hypothecation of Electronic Items, Display units, Cabinet, Load all Transformer, Assembled Boards, PCB, Mechanical Accessories, Keyboard, Cable, Wire Access, Chemicals, Semi Finished Goods, Finished goods etc. situated at C-64, TTC Industrial Area, Turbhe, Navi Mumbai - 400705 and R. S. No. 165/C, 1st Gate, Industrial Estate, Gokul Road, Hubli-580030. Hypothecation by way of First charge on all the Book Debts outstandings, moneys receivables, claims and bills which are now due and owing to the Company's in the course of its business by any person firm company or by any Government or any Local or Public Body or authority.
Particulars of the present modification	The charge now stands increased from Rs.12.000 Millions to Rs.19.500 Millions in favour of the Bank against the security of stocks and book debts of the Company.

Fixed Assets:

v Leasehold Land

v Factory Road

v Factory Building

v Air- Conditioning

v Plant and Machinery

v Electrical Installation

v Office Equipments

v Furniture and Fixture

v Generator

v Factory Equipments

v Safety Equipments

v Office Premises

v Motor Vehicles

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.53.34
UK Pound	1	Rs.86.09
Euro	1	Rs.69.36

INFORMATION DETAILS

Information Gathered by :	PDT
Report Prepared by :	SDA

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	5
--PROFITABILIRY	1~10	5
--LIQUIDITY	1~10	5
--LEVERAGE	1~10	5
--RESERVES	1~10	6
--CREDIT LINES	1~10	5
--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	YES
--LISTED	YES/NO	NO
--OTHER MERIT FACTORS	YES/NO	YES
TOTAL		48

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.