MIRA INFORM REPORT

Report Date :

24.05.2012

IDENTIFICATION DETAILS

Name :	VRL LOGISTICS LIMITED
Registered Office :	RS No. 351/1, Varur Post Chabbi Taluk Hubli, Dist. Dharwad, Hublu – 581207, Karnataka
Country :	India
Financials (as on) :	31.03.2011
Date of Incorporation :	31.03.1983
Com. Reg. No.:	08-005247
Capital Investment / Paid-up Capital :	Rs.707.000 Millions
CIN No.: [Company Identification No.]	U60210KA1983PLC005247
PAN No.: [Permanent Account No.]	AABCV3609C
Legal Form :	A Closely Held Public Limited Liability Company
Line of Business :	Providing Logistic Services
No. of Employees :	Not Available

RATING & COMMENTS

MIRA’s Rating :

Ba (44)

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

Maximum Credit Limit :	USD 5300000
Status :	Satisfactory
Payment Behaviour :	Usually correct
Litigation :	Clear
Comments :	Subject is an established company having satisfactory track. The company is doing well. 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/Administrative Office:	RS No. 351/1, Varur Post Chabbi Taluk Hubli, Dist. Dharwad, Hublu – 581207, Karnataka, India
Tel. No.:	91-836-2237610/2237613 2237511
Fax No.:	91-836-2237614 / 2256612
E-Mail :	aniruddha@vrllogistics.com varurho@vrllogistics.com sbcmo@vrllogistics.com dlimo@vrllogistics.com hydmo@vrllogistics.com mbimo@vrllogistics.com
Website :	www.vrllogistics.com
Corporate Office :	Giriraj Annexe  Circuit House Road, Hubli - 580 029, Karnataka, India
Tel. No.:	91-836-2237511/2237512
Fax No.:	91-836-2256612
E-Mail :	eadoffice@vrllogistics.com
Branches :	Located At Bangalore Delhi Chennai Hyderabad Kolkata Ahmedabad Mumbai Pune

DIRECTORS

As on 06.08.2011

Name :

Mr. Vijay Basavanneppa Sankeshwar

Designation :

Chairman cum Managing Director

Address :

120-125 Lalith Mahal, Naveen Park, Kusugal Road, Dharwad – 580023, Karnataka, India

Date of Birth/Age :

02.08.1950

Date of Appointment :

31.03.1983

DIN No.:

00217714

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	U60210KA1983PLC005247	VRL LOGISTICS LIMITED	Managing director	1/1/2012	15/06/2005	-	Active	NO
2	U26941KA2007PLC041534	VRL CEMENTS LIMITED	Director	22/01/2007	22/01/2007	-	Active	NO
3	U92113KA2007PLC043480	VRL MEDIA LIMITED	Managing director	6/8/2011	26/07/2007	-	Active	NO
4	U67120MH2007PLC172753	VRL SECURITIES LIMITED	Director	31/07/2007	31/07/2007	7/12/2011	Active	NO

Name :

Mr. Anand Vijay Sankeshwar

Designation :

Managing Director

Address :

120-125 Lalith Mahal, Naveen Park, Kusugal Road, Dharwad – 580023, Karnataka, India

Date of Birth/Age :

14.11.1974

Date of Appointment :

04.01.1993

DIN No.:

00217773

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	U02212KA2003PLC032182	TIMES VPL LIMITED	Director	18/08/2006	1/7/2003	11/8/2010	Active	NO
2	U26941KA2007PLC041534	VRL CEMENTS LIMITED	Director	22/01/2007	22/01/2007	-	Active	NO
3	U60210KA1983PLC005247	VRL LOGISTICS LIMITED	Managing director	1/4/2009	19/06/2007	-	Active	NO
4	U92113KA2007PLC043480	VRL MEDIA LIMITED	Managing director	6/8/2011	26/07/2007	-	Active	NO
5	U67120MH2007PLC172753	VRL SECURITIES LIMITED	Director	31/07/2007	31/07/2007	7/12/2011	Active	NO

Name :

Mr. Sudhir Prabhakar Ghate

Designation :

Director

Address :

Needam Behind SDM Law College, MG Road, Mangalore – 575003, Karnataka, India

Date of Birth/Age :

12.11.1957

Date of Appointment :

15.06.2005

DIN No.:

0035949

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	U74300KA1994PTC015706	MAGNUM INTERGRAFIKS PRIVATE LIMITED	Managing director	1/10/1998	1/6/1994	-	Active	NO
2	U72900KA1999PTC025156	MANGALORE INFOTECH SOLUTIONS PRIVATE LIMITED	Director	6/5/1999	6/5/1999	-	Active	NO
3	U85110KL1985PLC004204	TRICHUR HEART HOSPITAL LTD	Director	29/03/2001	29/03/2001	-	Active	NO
4	U60210KA1983PLC005247	VRL LOGISTICS LIMITED	Director	15/06/2005	15/06/2005	-	Active	NO
5	L24110AP1993PLC016112	AVON ORGANICS LIMITED	Director	29/09/2009	1/8/2009	-	Active	NO
6	U91990KA1940PLC001135	KANARA CHAMBER OF COMMERCE AND INDUSTRY	Director	28/07/2011	28/07/2011	-	Active	NO

Name :

Mr. Karunakara Chantam Shetty

Designation :

Director

Address :

#9 Upstairs Khb Colony, Basaveshwar Nagar, Bangalore – 560079, Karnataka, India

Date of Birth/Age :

29.05.1953

Date of Appointment :

15.06.2005

DIN No.:

01560346

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	U65992KA1997PTC022462	BHAGAVATHI CHITS PRIVATE LIMITED	Director	30/06/1997	30/06/1997	-	Active	NO
2	U67120KA2002PTC030977	BHAGAVATHI STOCKS AND SHARES PRIVATE LIMITED	Managing director	6/9/2002	6/9/2002	-	Active	NO
3	U60210KA1983PLC005247	VRL LOGISTICS LIMITED	Director	15/06/2005	15/06/2005	-	Active	NO
4	U31102KA2007PTC042954	DAVY ELEKTRO CONTROLS PRIVATE LIMITED	Director	29/05/2007	29/05/2007	29/08/2008	Active	NO
5	U67120MH2007PLC172753	VRL SECURITIES LIMITED	Director	31/07/2007	31/07/2007	7/12/2010	Active	NO
6	U51909KA2009PTC050674	BUOYANT LUBES PRIVATE LIMITED	Director	27/08/2009	27/08/2009	17/02/2010	Active	NO

Name :

Mr. Jayateerth Satyaveeracharya Korlahalli

Designation :

Director

Address :

Srinivas 16 Cross Vidyanagar, Gadag – 5802101, Karnataka, india

Date of Birth/Age :

10.07.1940

Date of Appointment :

06.07.2010

DIN No.:

00528428

Name :

Mr. Prabhakar Bassaprabhu Kore

Designation :

Director

Address :

BC 92 Camp, church Road, Belgaum – 590009, Karnataka, India

Date of Birth/Age :

01.08.1947

Date of Appointment :

06.07.2010

DIN No.:

00509836

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	L28910PN1990PLC056985	RAJKUMAR FORGE LIMITED	Director	12/7/1991	12/7/1991	-	Active	NO
2	U15421KA1995PLC017655	SHIVASHAKTI SUGARS LIMITED	Additional director	5/5/2010	16/12/1998	-	Active	NO
3	U99999DL1969GAP005106	INDIAN SUGAR EXIM CORPORATION LIMITED	Nominee director	29/09/2010	26/09/2000	-	Active	NO
4	U60210KA1983PLC005247	VRL LOGISTICS LIMITED	Director	6/7/2010	14/08/2009	-	Active	NO

Name :

Mr. Darius Dinshaw Pandole

Designation :

Additional Director

Address :

5B, Sunshine Apartments, 15 B, Maharshi Karve Road, opposite Oval Maidan, Mumbai – 400020, Maharashtra, India

Date of Birth/Age :

27.04.1966

Date of Appointment :

21.04.2012

DIN No.:

00727320

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	U65990MH1994PTC079979	CREDIBILITY FINANCIAL SERVICES PRIVATE LIMITED	Director	1/8/1994	1/8/1994	-	Active	NO
2	L99999MH1986PLC040604	MELSTAR INFORMATION TECHNOLOGIES LIMITED	Director	30/04/2001	30/04/2001	30/07/2007	Active	NO
3	U74140MH2006PTC160948	GATEWAY FUND ADVISORS PRIVATE LIMITED	Director	4/4/2006	4/4/2006	-	Strike off	NO
4	U65991MH1994PTC078879	JM FINANCIAL ASSET MANAGEMENT PRIVATE LIMITED	Director	20/10/2006	20/10/2006	-	Active	NO
5	U93090MH2007PTC167523	NEW SILK ROUTE ADVISORS PRIVATE LIMITED	Director	23/11/2007	10/4/2007	-	Active	NO
6	U28910GJ2003PTC041991	ROLEX RINGS PRIVATE LIMITED	Director	22/09/2007	22/09/2007	-	Active	NO
7	U74300MH2006PTC163657	9X MEDIA PRIVATE LIMITED	Director	5/4/2011	5/4/2011	-	Active	NO
8	U70100MH2005PTC155887	DESTIMONEY ENTERPRISES PRIVATE LIMITED	Director	26/09/2011	11/7/2011	-	Active	NO
9	U40106MH2010PTC204421	KIRAN ENERGY SOLAR POWER PRIVATE LIMITED	Director	18/08/2011	19/07/2011	-	Active	NO
10	U60210KA1983PLC005247	VRL LOGISTICS LIMITED	Additional director	21/04/2012	21/04/2012	-	Active	NO

KEY EXECUTIVES

Name :	Mr. Aniruddha A. Phadnavis
Designation :	Company Secretary
Address :	54 Prasanna Colony, Gokul Road, Hubli, Dharwad – 580030, Karnataka, India
Date of Birth/Age :	25.05.1980
Date of Appointment :	01.01.2010
PAN No. :	AJMPP0610L

MAJOR SHAREHOLDERS / SHAREHOLDING PATTERN

As on 06.08.2011

Names of Shareholders	No. of Shares
Vijay Sankeshwar	33075000
Lalitha Sankeshwar	21000
Anand Sankeshwar	37197000
Vani Sankeshwar	400000
Bharati P. Holkunde	1750
K. N. Umesh	1750
L. Ramanand Bhat	1750
Y. M. Honnalli	1750
Total	70700000

As on 18.04.2012

Names of Allottee	No. of Allotted
NSR-PE Mauritius LLC, Mauritius	11046875
Total	11046875

As on 06.08.2011

Equity Share Break up (Percentage of Total Equity)

Category	Percentage
Directors or relatives of Directors	99.99
Other top fifty shareholders	0.01
Total	100.00

BUSINESS DETAILS

Line of Business :	Providing Logistic Services
Products :	· Goods Transport · Travels Service Wind Power Generation

GENERAL INFORMATION

No. of Employees :

Not Available

Bankers :

· Axis Bank Limited, Trishul 3rd Floor Opp Samartheshwar Temple, Law Garden Ellisbridge, Ahmedabad - 380006, Gujarat, India

· The NKGSB Co-Operative Bank, Laxmi Sadan, 361, Vthalbai Patel Road, Girgaum, Mumbai- 40004, Maharashtra, India

· The North Kanara G.S.B. Co-op Bank Limited, T.B. Revankar Complex, T.B. Road, Deshpande Nagar, Hubli – 580029, Karnataka, India

Facilities :

(Rs. In Millions)

Secured Loan	As on 31.03.2011	As on 31.03.2010
Rupee term loans banks secured	2262.855	2170.117
Rupee term loans others secured	(A)1182.622	1001.736
Working capital loans banks secured	(B) 634.221	501.369
Total	4079.698	3673.222
(A) Loans from Others are secured by: i. First charge by way of hypothecation of certain number of Lorries and Vans, Buses, Autos, Cars and Aircraft. ii. Personal guarantees of whole time directors. (B) Working Capital Loan from Banks are secured by: i. First charge by way of hypothecation of Company's Inventories and Book Debts. ii. First charge by way of hypothecation of certain lorries. iii. Collateral security by way of equitable mortgage of Land and Building and personal guarantees of whole time directors. (Rs. In Millions)
Unsecured Loan	As on 31.03.2011	As on 31.03.2010
Public deposits unsecured	(A) 117.579	109.931
Other	(B) 251.500	1.000
Interest accrued due other debt unsecured	8.840	0.056
Total	377.919	110.987
(A) {(Repayable within one year Rs.25.036 Millions (Previous Year Rs.33.545 Millions)} (B) Loan from corporates {(Repayable within one year Rs.250.500 Millions (Previous Year Rs. Nil)}

Banking Relations :	--
Financial Institution :	Tata Capital Financial Services Limited, One Forbes, Dr. V. B. Gandhi Marg, Fort, Mumbai - 400001, Maharashtra, India
Auditors :
Name :	H.K. Veerbhaddrappa and Company Chartered Accountants
Address :	4th Floor, Sumangala Complex, Lamington Road, Hubli 580020, Karnataka, India
PAN.:	AABFS8243H
Name :	Walker, Chandiok and Company Chartered Accountants
Address :	Engineering Centre,6th Floor,9 Matthew Road, Opera House, Mumbai 400 004, Maharashtra, India
PAN.:	AAAFW4298E
Companies in which KMP or their relatives has significant influence :	Aradhana Trust Shiva Agencies Sankeshwar Minerals Private Limited Sankeshwar Printers Private Limited VRL Cements Limited VRL Media Limited

CAPITAL STRUCTURE

After 06.08.2011

Authorised Capital : Rs.2370.000 millions

Issued, Subscribed & Paid-up Capital :

No. of Shares	Type	Value	Amount
70700000	Equity Shares	Rs.10/- each	Rs.707.000 Millions
11046875	Preference Shares	Rs.100/- each	Rs.1104.688 Millions
	Total		Rs.1811.688 Millions

As on 31.03.2011

Authorised Capital :

No. of Shares	Type	Value	Amount
125000000	Equity Shares	Rs.10/- each	Rs.1250.000 Millions

Issued, Subscribed & Paid-up Capital :

No. of Shares	Type	Value	Amount
70700000	Equity Shares	Rs.10/- each	Rs.707.000 Millions

Notes

Of the above equity shares

1. 1,97,48,000 shares of Rs. 10 each were issued as fully paid up bonus shares by capitalization of capital reserves

2. 5,00,00,000 equity shares of Rs. 10 each were issued as fully paid-up bonus shares by capitalization of profits.

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		707.000	707.000	707.000
2] Share Application Money		0.000	0.000	0.000
3] Reserves & Surplus		639.307	376.866	342.302
4] (Accumulated Losses)		0.000	0.000	0.000
NETWORTH		1346.307	1083.866	1049.302
LOAN FUNDS
1] Secured Loans		4079.698	3673.222	4199.828
2] Unsecured Loans		377.919	110.987	5.914
TOTAL BORROWING		4457.617	3784.209	4205.742
DEFERRED TAX LIABILITIES		923.005	758.535	608.537
TOTAL		6726.929	5626.610	5863.581
APPLICATION OF FUNDS
FIXED ASSETS [Net Block]		5115.337	4709.416	4913.058
Capital work-in-progress		520.265	123.715	31.876
INVESTMENT		1.250	1.250	1.250
DEFERREX TAX ASSETS		0.000	0.000	0.000
CURRENT ASSETS, LOANS & ADVANCES
	Inventories	61.266	70.071	68.635
	Sundry Debtors	687.378	491.405	445.928
	Cash & Bank Balances	158.569	186.469	239.117
	Other Current Assets	0.000	0.000	0.000
	Loans & Advances	747.097	550.094	469.189
Total Current Assets		1654.310	1298.039	1222.869
Less : CURRENT LIABILITIES & PROVISIONS
	Sundry Creditors	47.954	62.864	161.256
	Other Current Liabilities	485.607	318.654	133.234
	Provisions	30.672	124.292	10.982
Total Current Liabilities		564.233	505.810	305.472
Net Current Assets		1090.077	792.229	917.397
MISCELLANEOUS EXPENSES		0.000	0.000	0.000
TOTAL		6726.929	5626.610	5863.581

PROFIT & LOSS ACCOUNT

	PARTICULARS		31.03.2011	31.03.2010	31.03.2009
	SALES
		Income	8819.638	7059.893	6420.281
		Other Income	109.516	86.854	86.339
		TOTAL	8929.154	7146.747	6506.620
Less	EXPENSES
		Manufacturing service costs	6033.608	4675.902
		Employee related expenses	1044.823	898.243	5401.724
		Administrative selling other expenses	142.535	147.520
		TOTAL	7220.966	5721.665	5401.724
Less	PROFIT BEFORE INTEREST, TAX, DEPRECIATION AND AMORTISATION		1708.188	1425.082	1104.896
Less	FINANCIAL EXPENSES		487.464	516.131	588.847
	PROFIT BEFORE TAX, DEPRECIATION AND AMORTISATION		1220.724	908.951	516.049
Less/ Add	DEPRECIATION/ AMORTISATION		509.332	464.221	462.582
	Prior period and extraordinary items		711.392	444.730	53.467
	Prior period items before tax		(6.200)	(1.268)	(19.542)
	PROFIT BEFORE TAX		705.192	443.462	33.925
Less	TAX		195.424	152.475	26.025
	PROFIT AFTER TAX		509.768	290.987	7.900
Less	Other Expenses		0.000	0.000	3.127
	PREVIOUS YEARS’ BALANCE BROUGHT FORWARD		165.246	159.781	155.008
	APPROPRIATIONS		247.327	256.423	0.000
	BALANCE CARRIED TO THE B/S		376.710	165.246	159.781
	Earnings Per Share (Rs.)		7.21	4.12	0.07

KEY RATIOS

PARTICULARS		31.03.2011	31.03.2010	31.03.2009
PAT / Total Income	(%)	5.71	4.07	0.12
Net Profit Margin (PBT/Sales)	(%)	8.00	6.28	5.28
Return on Total Assets (PBT/Total Assets}	(%)	10.42	7.28	0.55
Return on Investment (ROI) (PBT/Networth)		0.52	0.41	0.03
Debt Equity Ratio (Total Liability/Networth)		3.73	3.96	4.30
Current Ratio (Current Asset/Current Liability)		2.93	2.57	4.00

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	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	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

REVIEW OF OPERATIONS

During the year 2010-11 VRL Logistics Limited delivered a sterling performance. For the financial year ended 31st

March 2011, total revenues of the Company were Rs.8929.154 Millions as against Rs.7146.747 Millions for the corresponding previous year translating to a growth rate of 25 %. Profit before tax was Rs.711.392 Millions as compared to Rs.444.730 Millions for the previous year. This increase was primarily on account of the increased business volume despite a relatively weaker performance by the wind power assets of the company. Net profit after tax stood at Rs.509.768 Millions vis-à-vis Rs.290.987 Millions for the previous year. Earning per share increased from Rs.4.12 per share for the previous year to Rs.7.21 for the current fiscal. Income from Goods Transportation Service recorded revenues of Rs.7154.107 Millions as against a corresponding figure of Rs.5795.441 Millions for the previous year. This growth is to the tune of 23.44% driven by growth in business volumes. All the business divisions such as General Cargo, Express Cargo and Maruti Parcel Service recorded volume growth. Considerable fleet addition was seen in the Goods Transportation segment of the Company. Revenues from Bus Operation Service were Rs.1344.168 Millions as against Rs.932.088 Millions for the previous fiscal. The same translate to a growth of 44.31% vis-à-vis the previous year. Higher revenues were the result of capacity addition enabled by aggressive capex in this division. Higher capacity multi-axle vehicles have been added in significant numbers and these yield higher revenues per vehicle. Luggage collection revenues also recorded an increase during the current fiscal. The newer routes commenced by the Company as well as increased frequency on existing routes are gradually stabilizing and would result into higher business volumes for this division. The performance of the wind power assets was relatively disappointing as against the corresponding previous years. Net generation of electricity was 69.044 Millions KWH units as against a corresponding previous year generation of 77.560 Millions KWH units. The same was a result of the weakened wind pattern at the wind farm. Machine availability and Grid availability was satisfactory and the reduced generation arose from a natural phenomenon. No revenues accruing out of carbon credits were recognized during the year. An advance amount of Rs.123.754 Millions has been received from Asian Development Bank (ADB) against proposed upfront sale of carbon credits. The Company has signed a Certified Emission Reduction (CER) Purchase Agreement with ADB and the said advance amount received from them has been classified as a current liability in the books of accounts. Revenue would be recognized against this advance upon delivery of CER units to ADB. Air Chartering revenue for the year was Rs.36.607 Millions as against Rs.16.639 Millions for the corresponding previous fiscal. The flying hours also increased and the Company benefited from a strategic marketing tie-up entered into by it apart from its direct marketing efforts. Similarly, the performance of the courier business of the Company was encouraging. Revenues for the current fiscal were Rs.50.083 Millions as against Rs.31.880 Millions for the previous year. Earnings Before Interest, Depreciation, Tax and Amortization (EBIDTA) of Logistics Division remained comparable with that of the previous year. It would be the conscious endeavor of the management to sustain these margins and strive for a sustainable improvement in these.

CONTINGENT LIABILITIES NOT PROVIDED FOR

Rs. In millions

PARTICULARS	31.03.2011	31.03.2010
A] Claims against the Company not acknowledged as Debts.
• Service tax matters- Tour	102.010	48.406
Operator Service Refer note c below	0.000	415.420
• Service tax matters- Others	51.440	0.000
• Central Excise matters	80.919	65.750
• Customs Duty Refer note d below	69.492	68.805
• PF and ESIC matters	1.292	2.688
• Sales Tax Matters	0.000	1.443
• Other contractual matters	5.311	5.334
B] Disputed claims pending in Courts	601.134	607.846
Total	911.598	1129.595

Note

a. Company is in appeal against demands from Income Tax Service Tax Sales Tax Provident Fund and ESIC authorities.

b. The above figures for contingent liabilities do not include amounts towards penalties that may devolve on the Company in the event of an adverse outcome as the same is subjective and not capable of being presently quantified.

c. The Finance Act 2011 which received the assent of the President of India on 8.4.2011 has retrospectively exempted with effect from 1.4.2000 service tax levied on tour operators having a contract carriage permit for inter-state or intra-state transportation of passengers. Consequently the liability of the Company to pay service tax on tour operator service based on demands raised earlier no longer exists and accordingly has not been disclosed as contingent liability.

d. Customs duty liability is in respect of alleged violation of terms and conditions of Non Scheduled Air Transport Service as claimed by the Customs Department to the extent it can be quantified. The said department has issued a Show cause cum demand notice alleging violation of terms and conditions of Non Scheduled Air Transport Service and demanded amongst others customs duty on the import of aircraft and interest thereon. The Company had earlier availed of the exemption available under the Customs Act 1962 the 'Act' and was accordingly assessed to Nil duty under the Act. The Company has deposited the Customs duty including interest thereon without prejudice to further rights. These payments have been disclosed as deposits in the books of account. The Company has already filed the necessary response to the notice and expects a favourable order in this regard.

e. Future cash outflows in respect of A above can be determined only on receipt of judgments/decisions pending with various forums/authorities.

f. The amount disclosed in respect of B above pertains to the various cases of Motor Vehicle Accidents Consumer disputes Workmen compensation etc. filed against the Company. A substantial portion of the expected liability / payment arising out of the same would devolve on third parties such as Insurance Companies etc.

BANKERS CHARGES REPORT AS PER REGISTRY

Corporate identity number of the company	U60210KA1983PLC005247
Name of the company	VRL LOGISTICS LIMITED
Address of the registered office or of the principal place of business in India of the company	RS No. 351/1, Varur Post Chabbi Taluk Hubli, Dist. Dharwad, Hublu – 581207, Karnataka, India aniruddha@vrllogistis.com
This form is for	Modification Charge
Charge identification (ID) number of the charge to be modified	10338764
Type of charge	Immovable property
Particular of charge holder	Tata Capital Financial Services Limited, One Forbes, Dr. V. B. Gandhi Marg, Fort, Mumbai - 400001, Maharashtra, India
Nature of instrument creating charge	Memorandum for recording creation of mortgage by deposit of title deeds dated 30.03.2012
Date of instrument Creating the charge	30.03.2012
Amount secured by the charge	Rs.300.000 Millions
Brief of the principal terms an conditions and extent and operation of the charge	Rate of Interest Long Term Lending Rate (LTLR) @18% per annum Rate of Interest @ LTLR minus 4.50% per annum Terms of Repayment Principal and Interest amount to be repaid in 60 months Extent and Operation of the charge The charge extends to the due repayment of the loan of Rs.300.000 Millions including the interest, additional interest, costs, charges, expenses and all other monies payable under the Term Loan Agreement dated 07.02.2012 In the event of default in payment of interest or repayment of principal amount of the Loan the Borrower shall pay to the Lender, further interest @ 4% p.a. as penal interest
Short particulars of the property or asset(s) charged (including complete address and location of the property)	All that piece and parcel of properties admeasuring 4511.9 Sq Yds, situated at Survey No. CTS No. 3778/1/1A, 3778/1/4, 3778/1/5, 3378/1/6, Gadag-Betgeri Municipal Ward No. 26, Pala Badami Road, Gadag, All that piece and parcel of properties admeasuring 1255.92 sq meter, situated at Survey No CTS No. 808/2A and 808/2B, Bijapur.s All that piece and parcel of properties admeasuring 7782 Sq meter, situated at Survey no. 269, Plot No 27,28, 41 and 42 Raichur Industrial Area, Raichur. All that piece or parcel of properties admeasuring 244-4/9 Sq Yards and 1994-7/9 Sq Yards situated at CTS No. 4093/2 and CTS No.4090/2, Old Dharwad Road, Belgaum.
Particulars of the present modification	To further secure the charge of Rs.300.000 Millions additional property admeasuring 244-4/9 Sq Yards and 1994-7/9 Sq Yards situated at CTS No. 4093/2 and CTS No.4090/2, Old Dharwad Road, Belgaum have been mortgaged with Tata Capital Financial Services Limited.

Fixed Assets

· Freehold Land

· Building

· Plant and Machinery

· Furniture, Fixtures and Office Equipment

· Vehicles

· Aircraft

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.55.93
UK Pound	1	Rs.88.15
Euro	1	Rs.70.88

INFORMATION DETAILS

Report Prepared by :

NTH

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	5
--LIQUIDITY	1~10	5
--LEVERAGE	1~10	5
--RESERVES	1~10	4
--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		44

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.