MIRA INFORM REPORT

Report Date :

22.11.2012

IDENTIFICATION DETAILS

Name :	WINSOME DIAMONDS AND JEWELLERY LIMITED (w.e.f.27.06.2012)
Formerly Known As :	SU-RAJ DIAMONDS AND JEWELLERY LIMITED
Registered Office :	Kesharba Market – 2 Gotalwadi, Katargam, Surat – 395004, Gujarat
Country :	India
Financials (as on) :	31.03.2012
Date of Incorporation :	10.09.1985
Com. Reg. No.:	015915
Capital Investment/ Paid-up Capital:	Rs.1034.700 Millions
CIN No.: [Company Identification No.]	L36910GJ1985PLC015915
Legal Form :	A Public Limited Liability Company. The Company’s Shares are Listed on the Stock Exchanges.
Line of Business :	Manufacture and Exporter of Cut and Polished Diamonds and Jewellery.
No. of Employees:	Not Available

RATING & COMMENTS

MIRA’s Rating :

Ba (55)

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

Maximum Credit Limit :	USD 50250000
Status :	Good
Payment Behaviour :	Regular
Litigation :	Clear
Comments :	Subject is a well established and reputed company having good track. The financial position of the company appears to be strong and healthy. It has recorded better growth in its revenue from operations during 2012. Trade relations are reported as trustworthy. Business is active. Payments are reported to be regular and as per commitment. The company can be considered good 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 – June 30, 2012

Country Name	Previous Rating (31.03.2012)	Current Rating (30.06.2012)
India	A1	A1

Risk Category	ECGC Classification
Insignificant	A1
Low	A2
Moderate	B1
High	B2
Very High	C1
Restricted	C2
Off-credit	D

INDIAN ECONOMIC OVERVIEW

India is developing into an open-market economy, yet traces of its past autarkic policies remain. Economic liberalization, including industrial deregulation, privatization of state-owned enterprises, and reduced controls on foreign trade and investment, began in the early 1990s and has served to accelerate the country's growth, which has averaged more than 7% per year since 1997. India's diverse economy encompasses traditional village farming, modern agriculture, handicrafts, a wide range of modern industries, and a multitude of services. Slightly more than half of the work force is in agriculture, but services are the major source of economic growth, accounting for more than half of India's output, with only one-third of its labor force. India has capitalized on its large educated English-speaking population to become a major exporter of information technology services and software workers. In 2010, the Indian economy rebounded robustly from the global financial crisis - in large part because of strong domestic demand - and growth exceeded 8% year-on-year in real terms. However, India's economic growth in 2011 slowed because of persistently high inflation and interest rates and little progress on economic reforms. High international crude prices have exacerbated the government's fuel subsidy expenditures contributing to a higher fiscal deficit, and a worsening current account deficit. Little economic reform took place in 2011 largely due to corruption scandals that have slowed legislative work. India's medium-term growth outlook is positive due to a young population and corresponding low dependency ratio, healthy savings and investment rates, and increasing integration into the global economy. India has many long-term challenges that it has not yet fully addressed, including widespread poverty, inadequate physical and social infrastructure, limited non-agricultural employment opportunities, scarce access to quality basic and higher education, and accommodating rural-to-urban migration.

Source : CIA

RBI DEFAULTERS’ LIST STATUS

Subject’s name is not enlisted as a defaulter in the publicly available RBI Defaulters’ list.

EPF (Employee Provident Fund) DEFAULTERS’’ LIST STATUS

Subject’s name is not enlisted as a defaulter in the publicly available EPF (Employee Provident Fund) Defaulters’ list as of 31-03-2012.

LOCATIONS

Registered Office :	Kesharba Market – 2 Gotalwadi, Katargam, Surat – 395004, Gujarat, India
Tel. No.:	Not Available
Fax No.:	Not Available
E-Mail :	cs@winsomejewellery.com
Administration Office :	906/907/908, 9th Floor, The Plaza Near Dharam Palace, 55, Gamdevi Grant Road, Mumbai – 400 007, Maharashtra India
Factory 1 :	143-D Bommasandra Industrial Area, Hosur Road, Hebbagodi, Bangalore – 562 158, Karnataka, India
Factory 2:	Plot No.1 and 1A, Tivim Industrial Estate, Karaswada, Mapusa, Goa – 403 526, India
Factory 3 :	E-7, Marudhara Industrial Estate, IInd Phase, Basni, Jodhpur – 342 005.
Factory 3 :	Kesharba Market-2, Gotalawadi, Katargam, Surat – 395 004, Gujarat, India
Factory 4:	Manikanchan Special Economic Zone, Plot No.1, Block-CN, Sector-5, Salt Lake City, Kolkata – 700 091, West Bengal, India
Factory 5:	Plot No. 17/SDF, 2nd Floor, Cochin Special Economic Zone, Kakkanad, Kochi – 682 037, Kerala, India
Factory 6 :	Plot No. 17/SDF, 4th Floor, Cochin Special Economic Zone, Kakkanad, Kochi – 682 037, Kerala, India
Factory 7:	Unit No.46, 2nd Floor, SDF-III, MEPZ-SEZ, Tambaram, Chennai – 600 045, Tamilnadu, India

DIRECTORS

As on 31.03.2012

Name :

Mr. Jatin R. Mehta

Designation :

Chairman

Address :

12, Kamal Building, 69 Walkeshwar Road, Mumbai – 400006, Maharashtra, India

Date of Birth/Age :

01.11.1956

Qualification :

B.COM

Date of Appointment :

19.04.2011

Din No.:

00017157

Other Directorship:

S.No.	CIN/LLPIN	Name of the Company/ LLP	Current designation of the Director/ Designated Partner	Date of appointment at current designation	Original date of appointment	Date of cessation	Company/ LLP Status	Defaulting status
1	L36910GJ1985PLC015915	WINSOME DIAMONDS AND JEWELLERY LIMITED	Director	19/04/2011	10/09/1985	-	Active	NO
2	U36911GJ1996PLC028701	FOREVER PRECIOUS JEWELLERY AND DIAMONDS LIMITED	Director	17/03/2005	17/03/2005	13/08/2012	Active	NO
3	U91120MH2005PLC157427	PALANPUR COMMUNITY FOUNDATION	Director	21/11/2005	21/11/2005	-	Active	NO
4	U99100MH1966GAP013486	THE GEM AND JEWELLERY EXPORT PROMOTION COUNCIL	Director	29/09/2006	29/09/2006	11/04/2009	Active	NO
5	U36911KA2003PLC031686	CARBON ACCESSORIES LIMITED	Director	29/09/2008	03/10/2007	09/05/2012	Active	NO
6	U74999GJ2007PLC049850	REVAH CORPORATION LIMITED	Director	21/07/2008	03/10/2007	24/04/2012	Active	NO
7	U27205KA1991PLC011666	PEAKOK JEWELLERY LIMITED	Director	29/09/2008	10/01/2008	09/05/2012	Active	NO

Name :

Mr. Madan Balkrishna Khurjekar

Designation :

Director

Address :

Agsati 24, Manisha Society Karve Nagar, Pune – 411052, Maharashtra, India

Date of Birth/Age :

28.06.1944

Qualification :

B. SC. CA IIB

Date of Appointment :

29.09.2012

Din No.:

02130166

Other Directorship:

S.No.	CIN/LLPIN	Name of the Company/ LLP	Current designation of the Director/ Designated Partner	Date of appointment at current designation	Original date of appointment	Date of cessation	Company/ LLP Status	Defaulting status
1	U36911GJ1996PLC028701	FOREVER PRECIOUS JEWELLERY AND DIAMONDS LIMITED	Director	30/09/2008	29/04/2008	-	Active	NO
2	U65999WB1987PLC043198	ASHOKA NON FERROUS METALS LIMITED	Director	16/05/2008	16/05/2008	-	Active	NO
3	L36910GJ1985PLC015915	WINSOME DIAMONDS AND JEWELLERY LIMITED	Director	29/09/2012	30/01/2010	-	Active	NO

Name :

Mr. Sharad Bhalchandra Bhagwat

Designation :

Director

Address :

9, Amardeep Jyoti Society, Abhinav Vidyapeeth Lane, Erandwane, Pune – 411004, Maharashtra, India

Date of Birth/Age :

01.07.139

Qualification :

B.COM, F.C.A.

Date of Appointment :

14.02.2011

Din No.:

29.09.2012

Other Directorship:

S.No.	CIN/LLPIN	Name of the Company/ LLP	Current designation of the Director/ Designated Partner	Date of appointment at current designation	Original date of appointment	Date of cessation	Company/ LLP Status	Defaulting status
1	L36910GJ1985PLC015915	WINSOME DIAMONDS AND JEWELLERY LIMITED	Director	29/09/2012	14/02/2011	-	Active	NO

Name :

Mr. Dilip Pandurang Tikle

Designation :

Director

Address :

Bhagwant Niwas, Flat No. 7, 3^rd Floor, Subhash Nagar Lane, 1297 Shukrawar Peth, Pune – 411002, Maharashtra, India

Qualification :

B.ELE.

Date of Birth/Age :

30.05.1963

Date of Appointment :

30.09.2011

Din No.:

01532109

Other Directorship:

S.No.	CIN/LLPIN	Name of the Company/ LLP	Current designation of the Director/ Designated Partner	Date of appointment at current designation	Original date of appointment	Date of cessation	Company/ LLP Status	Defaulting status
1	U72900PN1994PLC077095	SEED INFOTECH LIMITED	Director	01/06/2001	01/06/2001	18/05/2009	Active	NO
2	L36910GJ1985PLC015915	WINSOME DIAMONDS AND JEWELLERY LIMITED	Director	30/09/2011	14/02/2011	-	Active	NO
3	U72300MH2012PTC229916	UNIWARE IT ENABLED SERVICES PRIVATE LIMITED	Director	19/04/2012	19/04/2012	-	Active	NO

Name :

Mrs. Urvashi Saxena (w.e.f. 12th November, 2011)

Designation :

Director

Name :

Mr. Harady Rathnakar Hegde (w.e.f. 14th February, 2012)

Designation :

Director

Name :

Mr. Ramesh I. Parikh (w.e.f. 9th May, 2012)

Designation :

Director-Finance

Name :

Mr. R. Ravichandran (w.e.f. 9th May, 2012)

Designation :

Director-Operations

KEY EXECUTIVES

Name :	Mr. Jaikumar Kapoor
Designation :	Chief Financial Officer

Name :	Mr. Asish Narayan
Designation :	Company Secretary
Address :	2A/604, Green Meadows, Lokhandwala, Kandivali (East), Mumbai – 400101, Maharashtra, India
Date of Birth:	27.10.1973
Date of Appointment	22/09/2011
Pan no.:	AESPN9193D

MAJOR SHAREHOLDERS / SHAREHOLDING PATTERN

AS ON 30.09.2012

Category of Shareholder	No. of Shares	Percentage of Holding
		As a % of (A+B)
(A) Shareholding of Promoter and Promoter Group
(1) Indian
Individuals / Hindu Undivided Family	67580	0.06
Bodies Corporate	26658385	25.01
Sub Total	26725965	25.07
(2) Foreign
Individuals (Non-Residents Individuals / Foreign Individuals)	145630	0.14
Sub Total	145630	0.14
Total shareholding of Promoter and Promoter Group (A)	26871595	25.21
(B) Public Shareholding
(1) Institutions
Mutual Funds / UTI	36500	0.03
Financial Institutions / Banks	39593	0.04
Foreign Institutional Investors	62537512	58.66
Any Others (Specify)	600	0.00
Trusts	600	0.00
Sub Total	62614205	58.73
(2) Non-Institutions
Bodies Corporate	1731890	1.62
Individuals
Individual shareholders holding nominal share capital up to Rs. 1 lakh	12758246	11.97
Individual shareholders holding nominal share capital in excess of Rs. 1 lakh	1850380	1.74
Any Others (Specify)	781578	0.73
Non Resident Indians	608029	0.57
Hindu Undivided Families	88869	0.08
Clearing Members	84680	0.08
Sub Total	17122094	16.06
Total Public shareholding (B)	79736299	74.79
Total (A)+(B)	106607894	100.00
(C) Shares held by Custodians and against which Depository Receipts have been issued	0	0.00
(1) Promoter and Promoter Group	0	0.00
(2) Public	0	0.00
Sub Total	0	0.00
Total (A)+(B)+(C)	106607894	0.00

BUSINESS DETAILS

Line of Business :

Manufacture and Exporter of Cut and Polished Diamonds and Jewellery.

GENERAL INFORMATION

No. of Employees :

Not Available

Bankers :

· Standard Chartered Bank

· Punjab National Bank

· Export-Import Bank of India

· Canara Bank

· State Bank of Hyderabad

· Bank of Maharashtra

· Oriental Bank of Commerce

· Union Bank of India

· Central Bank of India

· AXIS Bank Limited

· Vijaya Bank

· Bank of India

· State Bank of Mauritius Limited

· IDBI Bank Limited

Facilities :

Secured Loans	As on 31.03.2012 Rs. in millions	As on 31.03.2011 Rs. in millions
LONG - TERM BORROWINGS
TERM LOANS – SECURED {Excluding Amounts due in next 12 months (Current Maturities of Long Term Debts) which is shown under Other Current Liabilities}
From Banks
Axis bank Secured by Hypothecation of Wind Mill and is further secured by collateral security of Mortgage of Leasehold rights in respect of Property where Wind Mill is erected. The term loan is repayable in 6 monthly installments and ending in September 2013. Rate of Interest is 12.50% p.a. Tenure of the loan is 4 year	7.900	23.800
ICICI Bank Limited	1.700	0.000
Secured by Hypothecation of Vehicles acquired (AX-2115) The term loan is repayable in 35 Equated monthly installments and ending in February 2016. Rate of Interest is 10.32% p.a. Tenure of the loan is 5 year.
From Others
Kotak Mahindra Prime Limited	0.000	0.400
Secured by Hypothecation of vehicles acquired (AR-4971) The term loan is repayable in 1 Equated Monthly Installments ending in April 2013. Rate of Interest is 9.497% p.a. Tenure of the loan is 3 year.
Kotak Mahindra Prime Limited	0.100	0.400
Secured by Hypothecation of vehicles acquired (AR-6861) The term loan is repayable in 3 Equated Monthly Installments ending in June 2013. Rate of Interest is 8.979% p.a.
SHORT-TERM BORROWINGS
FROM BANKS - SECURED - REPAYABLE ON DEMAND
EXPORT PACKING CREDIT and POST SHIPMENT CREDIT FACILITIES EXTENDED BY CONSORTIUM OF BANKS
Outstanding against Regular and Ad-hoc Fund Based limits	3419.100	3712.300
Outstanding in respect of Fund Based credits availed of consequent upon inter-changeability from Non Fund Based limits	1684.500	1616.200
BUYERS’ CREDIT FACILITIES FROM BANKS
(Secured by Letters of Undertaking issued by Banks in India)	1655.600	5527.500
100% Covered by Term Deposits with Banks as per contra - Refer note 19 (Term Deposits pledged with the banks ` 16,317 lacs as at 31st March, 2012 and ` 58,529 lacs as at 31st March, 2011 for securing letter of undertaking in respect of Buyers’ Credit facilities)	(1631.700)	(5527.500)
Total	5137.200	5353.100

LONG - TERM BORROWINGS

There is no default, continuing or otherwise, as at the Balance Sheet date, in repayment of any of the above loans

SHORT-TERM BORROWINGS

The Company has been sanctioned Regular Fund Based Working Capital Credit Limits (Export Packing Credit and Post Shipment Credit) of Rs. 3750.000 Millions (Previous year Rs. 3300.000 Millions) and Non Fund Based Working Capital Credit Limits (Stand-By Letters of Credit and Bank Guarantees) of Rs. 34700.000 Millions (Previous Year Rs. 25200.000 Millions).

The Company has also been granted, in principle, approval for additional, need based, Ad-hoc limits to the extent of 20% of the regular FB and NFB limits. The Company has also been granted partial Inter-changeability between FB and NFB limits. The Non Fund Based Limits - Stand-By Letters of Credit (SBLCs) are normally availed of for facilitating procurement of the Raw Materials and the amounts payable to the suppliers under SBLCs are shown as ‘TRADE AYABLE - Secured Sundry Creditors for Purchases’.

The above Fund Based and Non Fund Based Working Capital

Credit facilities from the Consortium of Banks are secured by

(A) Hypothecation of

(1) Inventory and Book Debts (both present and future) of the Company

(2) Plant and Machinery and Fixtures and Fittings (fastened to earth or otherwise) of the Company at factory units of Bangalore, Cochin, Goa, Jodhpur, Kolkata (Manikanchan SEZ) and Surat of the Company

(3) Plant and Machinery and Fixtures and Fittings (fastened to earth or otherwise) of the Company installed at Valsad unit of the company in the property owned by Bombay Diamonds Co. Private Limited

(4) Plant and Machinery and Fixtures and Fittings (fastened to earth or otherwise) of Forever Diamonds Private Limited at its Jodhpur unit.

(B) Equitable Mortgage by way of deposit of title deeds of Immovable Properties comprising Land (or leasehold rights in respect thereof) and other structures thereon at

(1) Bangalore, Goa, Jodhpur, Kolkata and Surat factory units of the

Company

(2) Office Premises at Gamdevi in Mumbai of the Company

(3) Valsad unit of Bombay Diamonds Co. Private Limited

(4) Jodhpur factory unit of Forever Diamonds Private Limited

(5) Surat factory unit of Kohinoor Diamonds Private Limited

(C) Term Deposits held under lien as Cash Margin for Non Fund Based limits

(D) Term Deposits held under lien as cash collateral

(E) Corporate Guarantees of

(1) Bombay Diamonds Company Private Limited

(2) Forever Diamonds Private Limited

(3) Kohinoor Diamonds Private Limited

(F) Personal Guarantee of a Director

Banking Relations :	--
Auditors :
Name :	M/s. R. C. Reshamwala and Company Chartered Accountant
Subsidiaries :	· Su-Raj Diamonds N. V., · Su-Raj Diamonds & Jewelry USA Inc., · Su-Raj Diamonds and Jewellery DMCC, · Su-Raj Diamond (H.K.) Limited
Associates:	· Forever Precious Jewellery and Diamonds Limited, · Su-Raj Diamond Dealers Limited, · Revah Corporation Limited

CAPITAL STRUCTURE

As on 31.03.2012

Authorised Capital :

No. of Shares	Type	Value	Amount
150,000,000	Equity Shares	Rs.10/- each	Rs.1500.000 Millions

Issued, Subscribed & Paid-up Capital :

No. of Shares	Type	Value	Amount
103,607,894	Equity Shares	Rs.10/- each	Rs.1036.100 Millions
	Less: Calls unpaid by Shareholders other than directors		Rs.1.400 Million
	Total		Rs.1034.700 Millions

NOTES:

1) Of the above Paid-up Capital, Rs. 363.600 Millions (` 50.000 Millions) represent 36,363,636 Equity Shares (5,000,000) of ` 10/- each fully paid up, issued to FIIs on Preferential basis during the year.

2) Of the above Paid-up Capital, Rs. 4.000 Millions (` Nil) represent 400,000 Equity Shares (Nil) of Rs. 10/- each fully paid-up, issued upon conversion of 400,000 Optionally Fully Convertible Share Warrants (OFCWs) into Equity Shares of ` 10/- each fully paid up at a premium of ` 60/- per share to the Promoter Group Company, viz. Kohinoor Diamonds Pvt. Ltd. out of 3,400,000 Share warrants issued in October 2010.

Reconciliation of number of Equity Shares outstanding at the beginning and at the end of the year

Particular	31.03.2012	31.03.2011
No. of Shares outstanding as at the beginning of the year	66,844,258	61,844,258
Shares allotted during the year as fully paid-up upon Conversion of Warrants	400,000	-
Shares allotted during the year as fully paid-up for cash No. of Shares outstanding as at the end of the year	36,363,636	5,000,000
No. of Shares outstanding as at the end of the year	103,607,894	66,844,258

The Company has only one class of equity shares having a par value of Rs.10 per share. Each holder of equity share is entitled to one vote per share. The Company declares and pays dividends in Indian Rupees. The dividend proposed, if any, by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting. Payment of Dividend is also made in foreign currencies to shareholders outside India.

In the event of liquidation of the Company, the holders of the equity shares will be entitled to receive remaining assets of the Company,

after distribution of all preferential amounts. The distribution will be in proportion to the no. of equity shares held by the shareholders

Detail of shareholder holding more than 5% shares of the company

	31.03.2012
Name of Shareholders	No.	% of holding
Passage To India Master Fund Limited	10,181,818	9.83%
Sparrow Asia Diversified Opportunities Fund	10,018,182	9.67%
Davos International Fund	8,545,454	8.25%
Leman Diversified Fund	7,898,182	7.62%
Prime India Investment Fund Limited	5,700,000	5.50%
Alexandra Mauritius Limited	NA	-
Lotus Global Investment Limited	NA	-
SJR Commodities and Consultancies Private Limited	6,283,350	6.06%
Su-Raj Diamond Industries Limited	NA	-
Diadem Investment and Finance Private Limited	NA	-
Bombay Diamonds Company Private Limited	NA	-

Details of securities convertible into equity / preference shares

Particular	No. of shares	31.03.2012
Warrants Convertible Into Equity Shares	3,000,000	52.500

TERMS OF ISSUE

1) The warrants were issued on 14th October 2010.

2) An Amount of Rs.17.50 per warrant i.e. 25% of the price fixed for preferential allotment of shares of Rs.70/- had been received by the Company at the time of issue and allotment of warrants.

3) The warrant holders have right to apply for and be allotted one equity share of Rs.10/- each fully paid up against each warrant held upon payment of balance 75% i.e. Rs.52.50 per warrant.

4) The warrant holders are entitled to exercise the option to apply for shares within 18 months from the date of allotment of the warrants i.e. on or before 13th April, 2012.

5) The equity shares allotted pursuant to exercise of option attached to warrants will be locked-in for a period of 3 years from the date of allotment of shares.

6) The equity shares when allotted will rank pari-passu in all respects with existing equity shares of the company including dividend.

7) If the warrant holders do not exercise option to apply for equity shares by paying up the balance 75%, the amount paid at the time of issue and allotment of warrants shall stand forfeited.

NOTES

1) The Company had raised Rs.59.500 Millions in October 2010 consequent upon issue of 3,400,000 warrants to one of the promoter group companies. viz. Kohinoor Diamonds Private Limited

2) Kohinoor Diamonds Private Limited exercised option in respect of 400,000 warrants by paying up Rs.21.000 Millions and were allotted 400,000 equity shares of Rs.10/- each fully paid up on 1st February, 2012.

3) As at 31st March, 2012, Kohinoor Diamonds Private Limited were holding balance of 3,000,000 warrants and in respect of which it exercised its option by paying up ` 157.500 Millions in April 2012 and were allotted 3,000,000 equity shares of ` 10/- each fully paid up.

FINANCIAL DATA

[all figures are in Rupees Millions]

ABRIDGED BALANCE SHEET

SOURCES OF FUNDS		31.03.2012	31.03.2011	31.03.2010
SHAREHOLDERS FUNDS
1] Share Capital		1034.700	667.100	617.068
2] Share Application Money		0.000	0.000	0.000
3] Reserves & Surplus		11474.200	8856.300	7537.245
4] (Accumulated Losses)		0.000	0.000	0.000
5] Money received against share warrants		52.500	59.500	0.000
NETWORTH		12561.400	9582.900	8154.313
LOAN FUNDS
1] Secured Loans		5137.200	5353.100	4865.261
2] Unsecured Loans		0.000	0.000	56.598
TOTAL BORROWING		5137.200	5353.100	4921.859
DEFERRED TAX LIABILITIES		57.600	52.200	0.000
TOTAL		17756.200	14988.200	13076.172
APPLICATION OF FUNDS
FIXED ASSETS [Net Block]		642.300	533.800	574.420
Capital work-in-progress		6.900	12.100	4.058
INVESTMENT		1578.600	1549.500	1249.445
DEFERREX TAX ASSETS		0.000	0.000	0.000
CURRENT ASSETS, LOANS & ADVANCES
	Inventories	5688.400	4914.000	4251.894
	Sundry Debtors	35471.200	24462.200	18722.984
	Cash & Bank Balances	2689.400	3699.700	1862.867
	Other Current Assets	0.000	0.000	0.000
	Loans & Advances	446.000	376.900	433.967
Total Current Assets		44295.000	33452.800	25271.712
Less : CURRENT LIABILITIES & PROVISIONS
	Sundry Creditors	28700.000	20396.700	13849.154
	Other Current Liabilities	54.300	52.800	16.630
	Provisions	12.300	110.500	157.679
Total Current Liabilities		28766.600	20560.000	14023.463
Net Current Assets		15528.400	12892.800	11248.249
MISCELLANEOUS EXPENSES		0.000	0.000	0.000
TOTAL		17756.200	14988.200	13076.172

PROFIT & LOSS ACCOUNT

	PARTICULARS		31.03.2012	31.03.2011	31.03.2010
	SALES
		Income	55466.700	43202.800	30361.942
		Surplus in Billon Trading	0.000	0.000	4.600
		Other Income	518.800	660.000	87.940
		TOTAL (A)	55985.500	43862.800	30454.482
Less	EXPENSES
		Cost of Materials Consumed	53626.700	40938.100
		Purchases of Stock-in-trade	107.300	996.700
		Employee Benefits Expenses	68.000	53.200
		Other Expenses	911.300	279.800
		Changes in Inventories of Finished goods, Stock-in-trade	(845.700)	(291.900)
		TOTAL (B)	53867.600	41975.900	29345.596
Less	PROFIT BEFORE INTEREST, TAX, DEPRECIATION AND AMORTISATION (A-B) (C)		2117.900	1886.900	1108.886
Less	FINANCIAL EXPENSES (D)		834.400	633.400	293.232
	PROFIT BEFORE TAX, DEPRECIATION AND AMORTISATION (C-D) (E)		1283.500	1253.500	815.654
Less/ Add	DEPRECIATION/ AMORTISATION (F)		80.600	71.400	78.238
	PROFIT BEFORE TAX (E-F) (G)		1202.900	1182.100	737.416
Less	TAX (H)		245.400	65.600	80.782
	PROFIT AFTER TAX (G-H) (I)		957.500	1116.500	656.634
Add	PREVIOUS YEARS’ BALANCE BROUGHT FORWARD		2572.400	1753.300	1233.706
	Excess/(Short) Provision for Expenses/ Income of earlier years (Net)		0.000	0.000	(5.049)
	Excess/(Short) Provision for Tax (Net)		0.000	0.000	0.389
Less	APPROPRIATIONS
		Proposed Dividend	0.000	83.500	61.844
		Corporate Tax on Proposed Dividend	0.000	13.900	10.510
		Transfer to General Reserve	29.800	10.000	30.000
		Foreign Exchange/Metal Price Fluctuation	15.000	10.000	30.000
	BALANCE CARRIED TO THE B/S		3485.100	2752.400	1753.326
	EARNINGS IN FOREIGN CURRENCY		54941.200	41541.500	30303.561
	IMPORTS
		Raw Materials	56779.200	42195.700	28956.621
		Stores & Spares	6.200	2.600	1.303
		Capital Goods	67.800	8.500	9.117
	TOTAL IMPORTS		56853.200	42206.800	28967.041
	Earnings Per Share (Rs.)		13.15	17.44	12.69

PARTICULARS	30.06.2012	30.09.2012
	1^st Quarter	2nd Qurtered
Net sales	14648.400	23219.600
Total Expenditure	14359.700	22825.500
PBIDT (Excl OI)	288.700	394.100
Other Income	80.000	64.500
Operating Profit	369.000	458.600
Interest	200.600	209.200
Exceptional terms	273.700	249.400
PBDT	0.000	0.000
Depreciation	273.700	249.400
PROFIT BEFORE TAX	20.00	20.500
Tax	253.700	228.900
Provision and contingencies	50.00	45.000
Profit After Tax	203.700	183.900
Extra ordinary items	0.000	0.000
Prior Period Expense	0.000	0.000
Net Adjustments	0.000	0.000
Net Profit	203.700	183.900

KEY RATIOS

PARTICULARS		31.03.2012	31.03.2011	31.03.2010
PAT / Total Income	(%)	1.71	2.54	2.16
Net Profit Margin (PBT/Sales)	(%)	2.17	2.74	2.43
Return on Total Assets (PBT/Total Assets}	(%)	2.68	3.48	2.80
Return on Investment (ROI) (PBT/Networth)		0.10	0.12	0.09
Debt Equity Ratio (Total Liability/Networth)		2.70	2.70	2.32
Current Ratio (Current Asset/Current Liability)		1.53	1.63	1.80

LOCAL AGENCY FURTHER INFORMATION

Check List by Info Agents	Available in Report [Yes/No]
Year of Establishment	Yes
Locality of the Firm	Yes
Constitution of the firm	Yes
Premises details	No
Type of Business	Yes
Line of Business	Yes
Promoters background	Yes
No. of Employees	Yes
Name of Person Contacted	No
Designation of contact person	No
Turnover of firm for last three years	Yes
Profitability for last three years	Yes
Reasons for variation <> 20%	-
Estimation for coming financial year	No
Capital the business	Yes
Details of sister concerns	Yes
Major Suppliers	No
Major Customers	No
Payment Terms	No
Export / Import Details [If Applicable]	No
Market Information	-
Litigations that the firm / promoter involved in	-
Banking Details	Yes
Banking Facility Details	Yes
Conduct of the banking account	-
Buyer visit details	-
Financials, if provided	Yes
Incorporation details, if applicable	Yes
Last accounts filed at ROC	Yes
Major Shareholders, if applicable	Yes
Date of Birth of Proprietor/Partner/Director, if available	Yes
PAN of Proprietor/Partner/Director, if available	No
Voter ID No of Proprietor/Partner/Director, if available	No
External Agency Rating, if available	Yes

OPERATIONS

Total income from operations during the year increased by 28.39% to Rs. 55466.700 Millions from Rs. 43202.800 Millions in the previous year. Profit before Interest and Depreciation increased to Rs. 2117.900 Millions as compared with Rs. 188.69 Millions during the previous year. Net profit for the year decreased by 14.25% to Rs. 95.75 Millions as compared to Rs. 111.65 Millions for the previous year due to higher incidence of Tax owing to applicability of MAT on profits of units in SEZs.

PREFERENTIAL ISSUE OF EQUITY SHARES AND WARRANTS

During the year , the Company has made preferential issue of 3,63,63,636 Equity Shares of Rs.10/- each fully paid-up at a price of Rs.55/- per share (including premium) to the Foreign Institutional Investors (FIIs). An amount of Rs.2000.000 Crores has been raised through this preferential issue for augmenting the working capital resources and to meet the requirements of growth of the Company.

Simultaneous with above issue of Equity Shares to FIIs on 1st February, 2012, the Company has issued 4,00,000 Equity Shares of Rs.10/- each fully paid-up at a price of Rs.70/- per share including premium toa promoter group company, viz. Kohinoor Diamonds Private Limited upon conversion of equivalent no. of Optionally Fully Convertible Warrants (OFCWs) out of 34,00,000 OFCWs issued in October 2010 with an issue price of Rs.70/- each (including premium). An amount equivalent to 25% of the price had been paid on each Warrant at the time of allotment of Warrants and the balance 75% was paid at the time of their conversion. The Company has received a sum of Rs. 21.000 Millions during the year representing 75 % of the total amount. As on 31st March, 2012, 30,00,000 OFCWs were pending for conversion against which equivalent no. of Equity Shares of Rs.10/- each fully paid-up were allotted on 13th April, 2012 to Kohinoor Diamonds Private Limited, the warrant holder, upon payment of balance 75% of the issue price - Rs.157.500 Millions. Accordingly, the paid-up equity share capital of the company has increased from Rs. 1036.100 Millions as at 31.03.2012 to Rs.. 1066.100 Millions as on date.

CHANGE IN NAME OF THE COMPANY

With evolution of business over the decades and to make its presence felt in the domestic as well as international market, the members had approved on recommendation of the Board of Directors, at their meeting held on 22nd June, 2012, change in name of the Company. Consequent to the receipt of all relevant approvals, change in name of the Company from Su-Raj Diamonds and Jewellery Limited to Winsome Diamonds and Jewellery Limited has become effective from 27th June, 2012.

INDUSTRIAL STRUCTURE AND DEVELOPMENTS

GLOBAL OUTLOOK

There are distinct signs of a slowdown in global economic growth. The Euro-zone has been worse affected with deepening recession in many countries. Leading Rating agencies have downgraded their 2012 growth forecasts for China and Brazil and also for Korea and Taiwan. With relatively subdued growth of the US and emerging economies coupled with no prospect of early recovery in the Euro-zone, overall sentiments are depressed and most corporates have adopted a cautious and risk averse approach. It was the developing countries and economies in transition that provided little impetus for growth in the year 2011.

INDIAN ECONOMY OVERVIEW

Indian economy grew at 6.9% in FY 2011-12 as against growth of 8.4% recorded in FY 2010-11 largely due to weakening industrial growth.

INDUSTRIAL STRUCTURE AND DEVELOPMENTS

EXPORTS	FY 2011-12	FY 2010-11	GROWTH
	USD BILLION
Cut and Polished Diamonds	23.3	28.2	-17.3%
Gold Jewellery	19.5	14.8	+32.0%
Total	42.8	43.0	-0.4%

Gem and Jewellery is one of the important sectors of the Indian Economy as it is one of the leading foreign exchange earners for the country with 14% share in country’s total exports and being labour intensive, generates substantial direct and indirect employment opportunities.

Rough diamond prices went up by over 40% during first 8 months of 2011 only to witness steep decline of 16% in the later part of the year. High volatility in price compelled production units to scale down their operations as diamonds take relatively long time to move through the value chain from rough acquisition to polished sales. Increase in exports of jewellery was driven mainly by increase in price of gold.

PRODUCTWISE PERFORMANCE

Rs. in Millions

SEGMENTS	FY 2011-12		FY 2010-11
	Sales	PBIDT	Sales	PBIDT
Diamonds	9032.400	275.200	8859.600	250.900
Jewellery	46258.300	1285.400	33238.600	1094.700
Bullion	11149.600	38.400	9165.700	47.700
Total	66440.300	1599.000	51263.9000	1393.300

OUTLOOK

The Company is optimistic about business prospects as well as its capabilities. While the global recovery is yet subject to uncertainties, over-all outlook remains positive on the back of sustained growth of demand especially in emerging economies. Resurgence of established global economies will provide further impetus.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has internal control systems commensurate with its size and nature of business to ensure efficiency of operations, compliance with applicable laws and other statutory regulations as well as with internal controls, protection of resources and assets and accurate reporting of financial transactions. These systems are

supplemented by extensive internal audits and are monitored, reviewed and updated on a continuous basis to ensure complete alignment with evolving technological needs.

DISCUSSION ON FINANCIAL PERFORMANCE WITH RESPECT TO OPERATIONAL

PERFORMANCE

The turnover increased from Rs.51263.900 Millions during FY 2010-11 to Rs.66440.300 Millions during FY 2011-12. The increase in turnover was mainly driven by increase in price of gold and depreciation of rupee vis-à-vis dollar and growth with regard to level of operations in quantitative term was very moderate. Although there has been marginal increase in Profit Before Tax from Rs.1182.100 Millions during FY 2010-11 to Rs.1202.800 Millions during FY 2011-12, over-all profitability declined, especially in the last quarter of the year. Further, due to higher incidence of corporate tax, Profit After Tax declined from Rs. 1116.500 Millions during FY 2010-11 to Rs.957.500 Millions during FY 2011-12. The company does not forecast any significant growth in level of operations during FY 2012-13.

DIAMOND INDUSTRY – INDIA

· From time immemorial, India is well known in the world as the birthplace for diamonds.  It is difficult to trace the origin of diamonds but history says that in the remote past, diamonds were mined only in India. Diamond production in India can be traced back to almost 8^th Century B.C.  India, in fact, remained undisputed leader till 18^th Century when Brazilian fields were discovered in 1725 followed by emergence of S. Africa, Russia and Australia.

· The achievement of the Indian diamond industry was possible only due to combination of the manufacturing skills of the Indian workforce and the untiring and unflagging efforts of the Indian diamantaires, supported by progressive Government policies.

· The area of study of family owned diamond businesses derives its importance from the huge conglomerate of family run organizations which operate in the diamond industry since many generations.

· Some of the basic traits of family run business enterprises include spirit of entrepreneurship, mutual trust lowers transaction costs, small, nimble and quick to react, information as a source of advantage and philanthropy.

· Family owned diamond businesses need to improve on many fronts including higher standard of corporate governance, long-term performance – focused strategies, modern management and technology.

· The diamond jewellery industry in India today may be more than Rs 60000 mil and is rated amongst the fastest growing  in the world. India ranks third in the world in domestic diamond consumption.

· Utmost caution is to be exercised while dealing with some medium and large diamond traders which are usually engaged in fictitious import – export, inter-company transactions, financially assisted by banks. In the process, several public sector banks lost several hundred million rupees. They mostly diverted borrowed money for diamond business into real estate and capital markets.

· Excerpts from Times of India dated 30^th October 2010 is as under –

DIAMOND SAGA – DIRTY DOZEN STUCK WITH 2K CR DEBT

· This could be the biggest credibility crisis the Indian diamond industry has ever faced. Fifteen banks run the risk of losing Rs 20000.000 Millions lent to a dozen diamond firms in Surat. Until about two months ago, they had not repaid  these dues. Bankers believe many diamantaires borrowed money during the economic downturn two years ago and diverted funds to businesses like real estate and capital markets. Many of themselves made money from these businesses but their diamond companies have gone sick and declared insolvency.

· Most of the money borrowed from the banks in the name of their diamond business has been diverted in real estate and the share market. The banks are not in a position to seize their properties because in many cases, these were purchased in the name of their relatives and friends.

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 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.55.20
UK Pound	1	Rs.87.79
Euro	1	Rs.70.43

INFORMATION DETAILS

Report Prepared by :

BYI

SCORE & RATING EXPLANATIONS

SCORE FACTORS	RANGE	POINTS
HISTORY	1~10	5
PAID-UP CAPITAL	1~10	5
OPERATING SCALE	1~10	7
FINANCIAL CONDITION
--BUSINESS SCALE	1~10	7
--PROFITABILIRY	1~10	6
--LIQUIDITY	1~10	6
--LEVERAGE	1~10	6
--RESERVES	1~10	6
--CREDIT LINES	1~10	7
--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	YES
--OTHER MERIT FACTORS	YES/NO	YES
TOTAL		55

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.