MIRA INFORM REPORT

Report Date :

18.05.2012

IDENTIFICATION DETAILS

Name :	LAGUNA CLOTHING PRIVATE LIMITED
Registered Office :	No. 50, 1^st Floor, 1^st Main, 9^th Cross, 3^rd Phase, JP Nagar, Bangalore – 560078, Karnataka
Country :	India
Financials (as on) :	31.03.2011
Date of Incorporation :	14.09.2005
Com. Reg. No.:	08-058647
Capital Investment / Paid-up Capital :	Rs. 74.900 Millions
CIN No.: [Company Identification No.]	U17111KA2005PTC058647
Legal Form :	Private Limited Liability Company
Line of Business :	Manufacturer of Ready Made Garments Woven Shirts
No. of Employees :	Not Available

RATING & COMMENTS

MIRA’s Rating :

Ba (42)

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

Maximum Credit Limit :	USD 640000
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 :	No. 50, 1^st Floor, 1^st Main, 9^th Cross, 3^rd Phase, JP Nagar, Bangalore – 560078, Karnataka, India
Tel. No.:	91-80-43588100
Fax No.:
E-Mail :	Ramesh_v@laguna-clothing.com admin@laguna-clothing.com
Factory 1:	No.1/1, 51/1 Kallabalu Village, Jigani Hobi, Anekal TAluk, Bangalore – 562106, Karnataka, India
Tel. No.:	91-80-27826384/385
Fax No.:	91-80-43588140
Factory 2:	#143/2, Kalegowdana Dobby, Seegekote Village, (NH-209) Kanakpura – Satnur Road, Kanakapura – 562117, Karnataka, India
Tel. No.:	91-80-28015100
Aquarelle Clothing:	Boundary Road, Quatre Bornes, Mauritius
Tel. No.:	91-23-04660833
Tessitura Monti:	31052 Maserda Sul Piave Via Saltore, 10(TV), Italy
Tel. No.:	91-39.04227291

DIRECTORS

As on 29.09.2011

Name :

Mr. Sarbaji Arun Ghose

Designation :

Whole-time director

Address :

299, 2nd Main Road, Jp Nagar, Phase 3,Bangalore - 560078, Karnataka, India

Date of Birth/Age :

19.06.1961

Date of Appointment :

20.09.2005

DIN No.:

00163559

Name :

Mr. Paolo Monti

Designation :

Director

Address :

Maserada Sul Piave Tv, Via Trevisana,Coniugato, 7, Italy

Date of Birth/Age :

28.06.1953

Date of Appointment :

20.09.2005

DIN No.:

01424827

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	U17111MH2001PTC130465	TESSITURA MONTI INDIA PRIVATE LIMITED	Director	15-01-01	15-01-01	-	Active	NO
2	U17111KA2005PTC058647	LAGUNA CLOTHING PRIVATE LIMITED	Director	20-09-05	20-09-05	-	Active	NO

Name :

Mr. Bruno Monti

Designation :

Director

Address :

Maserada Sul Piave Tv, Via Saltore 1, Coniugato,1, Italy

Date of Birth/Age :

31.01.1957

Date of Appointment :

20.09.2005

DIN No.:

01639989

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	U17111MH2001PTC130465	TESSITURA MONTI INDIA PRIVATE LIMITED	Director	15-01-01	15-01-01	-	Active	NO
2	U17111KA2005PTC058647	LAGUNA CLOTHING PRIVATE LIMITED	Director	20-09-05	20-09-05	-	Active	NO
3	U17120MH2009PTC196209	Aurora Apparel Private Limited	Director	23-09-10	12-05-10	-	Active	NO

Name :

Mr. Eric Dorchies

Designation :

Director

Address :

Plantation Marguery, Rivere Noire, Mauritius, 10, Mauritius

Date of Birth/Age :

27.11.1962

Date of Appointment :

20.09.2005

DIN No.:

01880742

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	U17111KA2005PTC058647	LAGUNA CLOTHING PRIVATE LIMITED	Director	20-09-05	20-09-05	-	Active	NO
2	U17299KA2007PTC062492	AQUARELLE INDIA PRIVATE LIMITED	Director	29-09-09	15-01-09	-	Active	NO

Name :

Mr. Harold Mayer

Designation :

Director

Address :

Plantation Marguery, Riviere, Noire, 56, Mauritius

Date of Birth/Age :

12.10.1964

Date of Appointment :

20.09.2005

DIN No.:

01880791

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	U17111KA2005PTC058647	LAGUNA CLOTHING PRIVATE LIMITED	Director	20-09-05	20-09-05	-	Active	NO
2	U17299KA2007PTC062492	AQUARELLE INDIA PRIVATE LIMITED	Director	29-09-09	15-01-09	-	Active	NO

Name :

Mr. Rajesh Kumar

Designation :

Director

Address :

Flat # K 304 Mantri Paradise Apts, Next IIM Banerghatta Road, Bangalore - 560076, Karnataka, India

Date of Birth/Age :

15.08.1968

Date of Appointment :

23.03.2010

DIN No.:

03040318

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	U17111KA2005PTC058647	LAGUNA CLOTHING PRIVATE LIMITED	Director	29-09-10	23-03-10	-	Active	NO

MAJOR SHAREHOLDERS / SHAREHOLDING PATTERN

As on 29.09.2011

Names of Shareholders	No. of Shares
Aquarelle Clothing Limited, Mauritius	3740000
Gruppo Tessile Monti Spa, Italy	3745000
Sarbajit Ghose	5000
Total	7490000

Equity Share Break up (Percentage of Total Equity)

As on 29.09.2011

Category	Percentage
Foreign holdings( Foreign institutional investor(s), Foreign companie(s) Foreign financial institution(s), Non-resident Indian(s) or Overseas Corporate bodies or Others	100.00
Total	100.00

BUSINESS DETAILS

Line of Business :	Manufacturer of Ready Made Garments Woven Shirts
Product:	Ready Made Garments Woven Shirts

PRODUCTION STATUS as on 31.03.2011

Particulars	Unit	Actual Production @
Woven Garments	Pcs	1881583

Note: @ As certified by a Director. Includes those produced on subcontracting basis.

GENERAL INFORMATION

No. of Employees :

Not Available

Bankers :

Canara Bank, Overseas Branch, Kid Kemps Building, No.18, MG Road, Bangalore – 560001, Karnataka, India

Facilities :

(Rs. in Millions)

Secured Loan	As on 31.03.2011	As on 31.03.2010
Rupee term loans banks secured	(A) 88.560	96.134
Rupee term loans others secured	0.000	(B) 12.500
Loans taken for vehicles secured	0.000	(C) 0.108
Loans taken for fixed assets secured	(D)167.545	90.091
Total	256.105	198.833
Note: (A) It Term Loan Secured by assets created out of term loan and collateral security of entire existing fixed assets at the time of sanction excluding vehicle (B) It Represent Rupee Advance Secured against first charge on stock, book debts and collateral security on entire fixed assets of the company (C) It Vehicle Loan Secured by charge on motor car (D) It Include 1, From a Bank Preshipment Credit Secured by first charge on stock, book debts and collateral security on entire fixed assets of the company 2, Bills Discounted Secured by first charge on stock, book debts and collateral security on entire fixed assets of the company 3 , From Others Factoring from SBI Factors and Commercial Services Private Limited Secured by first charge on specific export debtors
Unsecured Loan	As on 31.03.2011	As on 31.03.2010
Other debt unsecured	(A) 38.165	60.880
Total	38.165	60.88
Note: (A) It Include From Companies Aquarelle International Limited and Gruppo Tessile Monti SPA

Banking Relations :	--
Auditors :
Name :	B K Ramadhyani and Company Chartered Accountant
Address :	4-B, 4^th Floor, Chitrapur Bhavan No. 68, 8^th Main, 15^th Cross, Malleswara, Bangalore – 560055, Karnataka, India
PAN.:	AABFB1153G
Venturers in the Company:	· Gruppo Tessile Monti SPA, Italy · Aquarelle International Limited, Mauritius
Associates of Venturers in the company:	· Tessitura Monti SPA · Tessitura Monti India Private Limited · Aquarelle India Private Limited · Azzuri Company Limited · Aquarelle Clothing Limited

CAPITAL STRUCTURE

As on 31.03.2011

Authorised Capital :

No. of Shares	Type	Value	Amount
7500000	Equity Shares	Rs.10/- each	Rs. 75.000 Millions

Issued, Subscribed & Paid-up Capital :

No. of Shares	Type	Value	Amount
7490000	Equity Shares	Rs.10/- each	Rs.74.900 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		74.900	74.900	74.900
2] Share Application Money		0.000	0.000	0.000
3] Reserves & Surplus		87.369	70.471	16.776
4] (Accumulated Losses)		0.000	0.000	0.000
NETWORTH		162.269	145.371	91.676
LOAN FUNDS
1] Secured Loans		256.105	198.833	38.358
2] Unsecured Loans		38.165	60.880	68.023
TOTAL BORROWING		294.270	259.713	106.381
DEFERRED TAX LIABILITIES		6.774	5.359	3.787
OTHER LIABILITIES		(A)1.335	0.000	0.000
TOTAL		464.648	410.443	201.844
APPLICATION OF FUNDS
FIXED ASSETS [Net Block]		228.888	177.357	55.585
Capital work-in-progress		0.333	21.883	11.347
INVESTMENT		0.000	0.000	0.000
DEFERREX TAX ASSETS		0.000	0.000	0.000
CURRENT ASSETS, LOANS & ADVANCES
	Inventories	175.415	96.202	77.193
	Sundry Debtors	242.368	266.118	118.996
	Cash & Bank Balances	26.216	48.552	31.303
	Other Current Assets	0.000	0.000	0.000
	Loans & Advances	80.921	49.437	18.825
Total Current Assets		524.920	460.309	246.317
Less : CURRENT LIABILITIES & PROVISIONS
	Sundry Creditors	241.466	219.101	92.677
	Other Current Liabilities	23.753	18.239	18.664
	Provisions	24.274	12.734	6.258
Total Current Liabilities		289.493	250.074	117.599
Net Current Assets		235.427	210.235	128.718
MISCELLANEOUS EXPENSES		0.000	0.038	0.911
OTHER ASSETS		0.000	(B)0.930	5.283
TOTAL		464.648	410.443	201.844

Note:

(A) It Represent Deferred Government Grants

(B) It Represent Foreign Currency Monetary Item Translation Difference

PROFIT & LOSS ACCOUNT

	PARTICULARS		31.03.2011	31.03.2010	31.03.2009
	TURNOVER		1032.880	1136.440	604.548 (Gross Revenue)
	PROFIT BEFORE INTEREST, TAX, DEPRECIATION AND AMORTISATION		NA	100.672	41.316
Less	FINANCIAL EXPENSES		NA	10.154	7.392
	PROFIT BEFORE TAX, DEPRECIATION AND AMORTISATION		NA	90.518	33.924
Less	DEPRECIATION/ AMORTISATION		NA	6.751	2.894
	PROFIT BEFORE TAX AND PRIOR PERIOD ADJUSTMENT		NA	83.767	31.029
	ADD/LESS PRIOR PERIOD ADJUSTMENT		NA	0.00	(0.242)
	PROFIT BEFORE TAX		25.670	83.770	30.787
Less	TAX		9.420	30.070	11.024
	PROFIT AFTER TAX		16.250	53.695	19.763
Add	PREVIOUS YEARS’ BALANCE BROUGHT FORWARD		70.471	16.776	(2.987)
	BALANCE CARRIED TO THE B/S		86.721	70.471	16.776
	EARNINGS IN FOREIGN CURRENCY
		FOB Value of goods Export	970.530	1066.041	516.964
	TOTAL EARNINGS		970.53	1066.041	1583.005
	IMPORTS
		Raw Materials		79.516	59.370
		Capital Goods		54.800	2.271
	TOTAL IMPORTS		NA	134.316	61.641
	Earnings Per Share (Rs.)		2.17	7.17	2.67

KEY RATIOS

PARTICULARS		31.03.2011	31.03.2010	31.03.2009
Return on Total Assets (PBT/Total Assets}	(%)	4.89	18.19	12.49
Return on Investment (ROI) (PBT/Networth)		0.16	0.58	0.34
Debt Equity Ratio (Total Liability/Networth)		1.78	1.72	1.28
Current Ratio (Current Asset/Current Liability)		1.81	1.84	2.09

LOCAL AGENCY FURTHER INFORMATION

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	No
6) Line of Business•	Yes
7) Promoter’s background	Yes
8) No. of employees	No
9) Name of person contacted	No
10) Designation of contact person	No
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)	No
21) Market information	--
22) Litigations that the firm / promoter	--
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

COMPANY PERFORMANCE AND BUSINESS PROSPECTS

The company achieved turnover of above Rs. 1,032.880 Million and achieved profit before tax of Rs. 25.670 Million. The products were very well accepted and customer base has enlarged to include some of the best names in the ready to wear market across Europe and USA. Order book is comfortable for the existing capacities and barring unforeseen changes we expect to end the year with good results.

CONTINGENT LIABILITIES As on 31.03.2011

Particulars	31.03.2011
Guarantees / counter guarantees given on import and sale contracts etc.	9.209
Letters of Credit	61.530
Duty Saved under EPCG License scheme	25.955
Claims against the Company not acknowledged as debt	0.674
Total	128.5991

BANKERS CHARGES REPORT AS PER REGISTRY

Corporate identity number of the company	U17111KA2005PTC058647
Name of the company	LAGUNA CLOTHING PRIVATE LIMITED
Address of the registered office or of the principal place of business in India of the company	No. 50, 1^st Floor, 1^st Main, 9^th Cross, 3^rd Phase, JP Nagar, Bangalore – 560078, Karnataka, India Email: m_ghosh@laguna-clothing.com
This form is for	Modification of charge
Charge identification (ID) number of the charge to be modified	10006872
Type of charge	· Book debts · Movable property (not being pledge) · Floating charge
Particular of charge holder	Canara Bank, Overseas Branch, Kid Kemps Building, No.18, MG Road, Bangalore – 560001, Karnataka, India Email: cb1833adv@canarabank.com
Nature of instrument creating charge	Supplemental Common Hypothecation Agreement
Date of instrument Creating the charge	15.06.2011
Amount secured by the charge	Rs. 470.000 Millions
Brief of the principal terms an conditions and extent and operation of the charge	Rate of Interest TL : 14.75% p.a (Base Rate + 3.75% +1%) Other limits as per sanction terms Subject to the revision by the bank from time to time Terms of Repayment TL : 60 Monthly instalments of Rs.0.500 Million each Other Limits as per sanction terms. Margin TL : 33.33% Extent and Operation of the charge The charge shall operate to the extent of the loan amount plus interest commission costs expenses and other charges thereon Others The said amount of Rs. 470.000 Millions comprises PC/PCFC/FDB/FBE/BRD Rs.25 crores (enhanced from Rs.180.000 Millions) ; (Sub Limit of PC/PCFC Rs. 150.000 Millions (enhanced from Rs.110.000 Millions); TL Rs.130.000 Millions (enhanced from Rs. 100.000 Millions) and ILC/FLC (DA.DP) Rs.80.000 Millions, BG Rs.10.000 Millions continued at existing level
Short particulars of the property or asset(s) charged (including complete address and location of the property)	Continuing security by way of first charge on stocks of rawmaterials, semi finished goods, finished goods, stores, spares, plant, machineries, bookdebts and other movables present and future stored/installed at company premises at No.50, I Main, 9th Cross, Phase III, J P Nagar, Bangalore 560078 and Sy.No.143/2, kanakapura Registratin Dist. Seegekote village, Kasaba Hobli, Kanakapura Taluk, Ramanagara Dist. or at any other place.
Date of instrument modifying the charge	10.01.2011
Particulars of the present modification	By the above, the amount secured by charge stands enhanced from Rs.370.000 Millions to Rs.470.000 Millions (Rupees 470.000 Millions only) (all other terms and conditions remain unchanged)

Note:

Registered office of the company has been shifted from 401 Trade Avenue Suren Road, Andhrei (East), Maumbai – 400093, Maharashtra, India to the present address w.e.f 11.03.2011

FIXED ASSETS

· Free Hold Land

· Building

· Plant and Machinery

· Computers and software

· 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.54.38
UK Pound	1	Rs.86.55
Euro	1	Rs.69.30

INFORMATION DETAILS

Report Prepared by :

KVT

SCORE & RATING EXPLANATIONS

SCORE FACTORS	RANGE	POINTS
HISTORY	1~10	5
PAID-UP CAPITAL	1~10	5
OPERATING SCALE	1~10	5
FINANCIAL CONDITION
--BUSINESS SCALE	1~10	5
--PROFITABILIRY	1~10	4
--LIQUIDITY	1~10	5
--LEVERAGE	1~10	5
--RESERVES	1~10	4
--CREDIT LINES	1~10	4
--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		42

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.