MIRA INFORM REPORT

Report Date :

17.09.2012

IDENTIFICATION DETAILS

Name :	INDOCEAN TOOLS PRIVATE LIMITED (w.e.f.28.02.2012)
Formerly Known As :	BHUKHANVALA TOOLS PRIVATE LIMITED
Registered Office :	Unit No. 512, Morya Landmark, 5^th Floor, Off. New Link Road, Near Infinity Mall, Andheri (West), Mumbai 400053, Maharashtra
Country :	India
Financials (as on) :	31.03.2011
Date of Incorporation :	02.09.1999
Com. Reg. No.:	121582
Capital Investment / Paid-up Capital :	Rs. 2.000 Millions
CIN No.: [Company Identification No.]	U29299MH1999PTC121582
Legal Form :	Private Limited Liability Company
Line of Business :	Manufacture and Sale of Twinner Power Tools, Carbide Saw Blades.
No. of Employees :	Not Divulged

RATING & COMMENTS

MIRA’s Rating :

Ca (12)

RATING		STATUS	PROPOSED CREDIT LINE
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

Maximum Credit Limit :	--
Status :	Moderate
Payment Behaviour :	Slow and Delayed
Litigation :	Clear
Comments :	Subject is an established company having moderate track. It has shown some improvement in its operations during 2011. Accumulated losses recorded by the company appears to be huge and has exceeded the Net Worth of the company. Liquidity position is under server pressure. Business is active. Payments are reported to be slow and delayed. The company can be considered for business dealings only on a safe and secured 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.

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.

INFORMATION DECLINED BY

Name :	Mr. Nitish
Designation :	Director
Date :	15.09.2012

LOCATIONS

Registered Office :	Unit No. 512, Morya Landmark, 5^th Floor, Off. New Link Road, Near Infinity Mall, Andheri (West), Mumbai 400053, Maharashtra, India
Tel. No.:	91-22-66680790
Mobile No.:	91-9820190447 (Nitish Bhukhanvala)
E-Mail :	Niyati.desai@bhukhanvala.com
Factory :	Unit VI, Plot 422-423, GIDC, Kabilpore, Navsari – 396424 (Unit 7), Gujarat, India
Area :	35000 sq. ft
Location :	Owned

DIRECTORS

AS ON 30.09.2011

Name :	Mr. Nitish Madhukant Bhukhanwala
Designation :	Director
Address :	Ratna, Plot No. 13, N S Road No. 4, Juhu Vile Parle Scheme Vile Parle (West), Mumbai 400056, Maharashtra, India
Date of Birth/Age :	06.12.1961
Date of Appointment :	20.10.1999
DIN No.:	00274657
Name :	Mr. Suchit Nalinkant Katwala
Designation :	Director
Address :	B 6, 101, Kalash Apartment, Sundervan Complex, Off Lokhandwala Road, Andheri West, Mumbai 400053, Maharashtra, India
Date of Birth/Age :	03.08.1979
Date of Appointment :	02.04.2010
DIN No.:	02698539

MAJOR SHAREHOLDERS / SHAREHOLDING PATTERN

AS ON 30.09.2011

Names of Shareholders	No. of Shares
Indocean Diamond Tools Limited, Mauritius	199800
Indocean Diamond Tools (Bermuda) Limited, Barmuda	200
Total	200000

AS ON 30.09.2011

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 :

Manufacture and Sale of Twinner Power Tools, Carbide Saw Blades.

GENERAL INFORMATION

Suppliers :

Not Available

Customers :

Not Available

No. of Employees :

Not Divulged

Bankers :

· DBS Bank Limited, 3^rd Floor, Fort House, Dr. D N Road, Mumbai 400001, Maharashtra, India

· HDFC Bank Limited

· Axis Bank Limited

· Standard Chartered Bank

Facilities :

Rs. In Millions

SECURED LOAN	31.03.2011	31.03.2010
Term Loan
From Standard Chartered Bank (repayable within a year Rs. Nil)	0.000	0.710
From HDFC Bank Limited (repayable within a year Rs. Nil)	0.000	26.573
From Axis Bank Limited (repayable within a year Rs. Nil)	0.000	43.333
(All the above loans are secured by a pari passu first charge on the company’s fixed Assets)
Working Capital Facilities	314.275	776.075
Pre and Post Shipment Credit	9.279	61.608
From Phoenis ARC Private Limited (repayable within year Rs. 36.445 millions)	570.242	0.000
TOTAL	893.796	908.299
UNSECURED LOAN	31.03.2011	31.03.2010
Loans from Banks and Others
External Commercial Borrowing from Landesbank Baden-Wuttemberg, Germany (repayable within a year Rs. 28.655 millions)	28.655	28.655
From Kotak Mahindra Bank Limited (repayable within a year Rs. Nil millions)	1.500	11.615
Factored Debts from Global Trade Finance Limited (repayable within a year Rs. 36.457 millions)	36.458	36.458
Supplier Bills Funding From Global Trade Finance Limited (repayable within a year Rs. 147.780 millions)	147.780	147.780
Loans from Companies
From Bhukhanvala Holding Private Limited (repayable on demand)	27.500	27.500
TOTAL	241.893	252.008

Banking Relations :
Auditors :
Name :	S R Divatia and Company Chartered Accountant
Address :	219-221, Avon Arcade, S J Road, Vile Parle West, Near Railway Station, Mumbai 400053, Maharashtra, India
Tel. No.:	91-22-26160791 / 26631927
Fax No.:	91-22-26104926
E-Mail :	mail@ardivatia.com
Holding Company:	Indocean Diamond Tools Limited
Subsidiaries :	· Bhukhanvala Power Tools Private Limited CIN No.: U28930MH2005PTC152808 · Planet Power Tools INC

CAPITAL STRUCTURE

AS ON 30.09.2011

Authorised Capital :

No. of Shares	Type	Value	Amount
500000	Equity Shares	Rs.10/- each	Rs. 5.000 Millions

Issued, Subscribed & Paid-up Capital :

No. of Shares	Type	Value	Amount
200000	Equity Shares	Rs.10/- each	Rs. 2.000 Millions

FINANCIAL DATA

[all figures are in Rupees Millions]

ABRIDGED BALANCE SHEET

SOURCES OF FUNDS		31.03.2011	31.03.2010	31.03.2009
SHAREHOLDERS FUNDS
1] Share Capital		2.000	2.000	2.000
2] Share Application Money		0.000	0.000	0.000
3] Reserves & Surplus		301.200	301.200	301.200
4] (Accumulated Losses)		(801.492)	(816.705)	(751.075)
NETWORTH		(498.292)	(513.505)	(447.875)
LOAN FUNDS
1] Secured Loans		893.796	908.299	841.552
2] Unsecured Loans		241.893	252.008	256.470
TOTAL BORROWING		1135.689	1160.307	1098.022
DEFERRED TAX LIABILITIES		0.000	0.000	0.000
TOTAL		637.397	646.802	650.147
APPLICATION OF FUNDS
FIXED ASSETS [Net Block]		130.666	129.230	147.759
Capital work-in-progress		0.000	0.000	0.000
INVESTMENT		0.133	0.334	0.334
DEFERREX TAX ASSETS		0.000	0.000	0.000
CURRENT ASSETS, LOANS & ADVANCES
	Inventories	34.704	27.587	41.007
	Sundry Debtors	61.385	64.019	29.985
	Cash & Bank Balances	3.515	4.850	3.330
	Other Current Assets	0.000	0.000	0.000
	Loans & Advances	486.292	489.016	518.144
Total Current Assets		585.896	585.472	592.466
Less : CURRENT LIABILITIES & PROVISIONS
	Sundry Creditors	67.446	53.420	57.120
	Other Current Liabilities	11.679	14.599	4.792
	Provisions	0.173	0.215	28.500
Total Current Liabilities		79.298	68.234	90.412
Net Current Assets		506.598	517.238	502.054
MISCELLANEOUS EXPENSES		0.000	0.000	0.000
TOTAL		637.397	646.802	650.147

PROFIT & LOSS ACCOUNT

	PARTICULARS		31.03.2011	31.03.2010	31.03.2009
	SALES
		Income	203.441	150.136	273.591
		Other Income
		TOTAL (A)	203.441	150.136	273.591
Less	EXPENSES
		Cost of Materials
		Manufacturing Expenses
		Employees Remuneration	174.891	137.053	512.216
		Selling and Distribution Expenses
		Administrative Expenses
		Advertising Expenses
		TOTAL (B)	174.891	137.053	512.216
Less	PROFIT BEFORE INTEREST, TAX, DEPRECIATION AND AMORTISATION (A-B) (C)		28.550	13.083	(238.625)
Less	FINANCIAL EXPENSES (D)		4.327	66.577	105.549
	PROFIT BEFORE TAX, DEPRECIATION AND AMORTISATION (C-D) (E)		24.223	(53.494)	(344.174)
Less/ Add	DEPRECIATION/ AMORTISATION (F)		8.931	8.958	11.815
	PROFIT BEFORE TAX (E-F) (G)		15.292	(62.452)	(355.989)
Less	TAX (I)		0.079	3.178	0.269
	PROFIT AFTER TAX (G-I) (J)		15.213	(65.630)	(356.258)
Add	PREVIOUS YEARS’ BALANCE BROUGHT FORWARD		(816.705)	(751.076)	(394.818)
	BALANCE CARRIED TO THE B/S		(801.492)	(816.706)	(751.076)
	EARNINGS IN FOREIGN CURRENCY		167.196	119.359	NA
	IMPORTS		3.782	31.346	NA
	Earnings Per Share (Rs.)		76.06	--	--

KEY RATIOS

PARTICULARS		31.03.2011	31.03.2010	31.03.2009
PAT / Total Income	(%)	7.47	(43.71)	(130.21)
Net Profit Margin (PBT/Sales)	(%)	7.51	(41.59)	(130.11)
Return on Total Assets (PBT/Total Assets}	(%)	2.13	(8.73)	(48.09)
Return on Investment (ROI) (PBT/Networth)		(0.03)	0.12	0.79
Debt Equity Ratio (Total Liability/Networth)		(2.43)	(2.39)	(2.65)
Current Ratio (Current Asset/Current Liability)		7.38	8.58	6.55

LOCAL AGENCY FURTHER INFORMATION

SUNDRY CREDITORS DETAILS

Rs. In Millions

Particulars	31.03.2011	31.03.2010	31.03.2009
Sundry Creditors	67.446	53.420	57.120

BACKGROUND

Bhukhanvala Tools Private Limited ('BTPL¹ or 'the Company¹), formerly known as Bhukhanvala Tools Limited, was incorporated on 2 September 1999 as a public limited Company. Pursuant 1o amendment (o Section 43A by virtue of Companies (Amendment) Act, 2000, the Company has converted to Private Limited Company effective 31 October 2001. The Company is primarily engaged in the business of manufacture and sale of Twinner Power tools, Carbide saw blades.

PERFORMANCE:

Since last three to four years, due to acute competition from China, the stagnant home improvement market of USA and Europe, prolonged worldwide recession and due to working capital constraints, the capacity of the plant could not be utilized completely. These resulted in huge losses and the erosion of the net worth.

The company has entered in to a settlement with an Assel Reuonstniction Company For a lumpsum settlement with respect to five of its secured lenders. The company has recognized Phoenix ARC Private Limited as a secured lender (in substitution of original secured lenders) to repay IHC lumpsum settlement amount within 43 months from the date of settlement. Further, the amounts of this settlement are subject to and contingent upon fulfillment of certain conditions. The financial impact of this settlement shall be finally crystallized and given effect to in the books of accounts only upon the fulfillment of the relevant conditions.

FIXED ASSETS:

• Goodwill
• Technical Know-How
• Leasehold Land
• Office Building
• Residential Building
• Factory Building
• Plant and Machinery
• Computers
• Vehicles
• Telephone
• Fax Machine
• Air Conditioner
• Xerox Machine
• Electrical Installation
• Office Equipment
• Dies and Moulds

Sr. No.	Check List by Info Agents	Available in Report (Yes / No)
1]	Year of Establishment	Yes
2]	Locality of the firm	Yes
3]	Constitutions of the firm	Yes
4]	Premises details	No
5]	Type of Business	Yes
6]	Line of Business	Yes
7]	Promoter's background	Yes
8]	No. of employees	No
9]	Name of person contacted	Yes
10]	Designation of contact person	Yes
11]	Turnover of firm for last three years	Yes
12]	Profitability for last three years	Yes
13]	Reasons for variation <> 20%	---
14]	Estimation for coming financial year	No
15]	Capital in the business	Yes
16]	Details of sister concerns	Yes
17]	Major suppliers	No
18]	Major customers	No
19]	Payments terms	No
20]	Export / Import details (if applicable)	No
21]	Market information	---
22]	Litigations that the firm / promoter involved in	---
23]	Banking Details	Yes
24]	Banking facility details	Yes
25]	Conduct of the banking account	---
26]	Buyer visit details	No
27]	Financials, if provided	Yes
28]	Incorporation details, if applicable	Yes
29]	Last accounts filed at ROC	Yes
30]	Major Shareholders, if available	Yes
31]	PAN of Proprietor/Partner/Director, if available	No
32]	Passport No of Proprietor/Partner/Director, if available	No
33]	Voter ID No of Proprietor/Partner/Director, if available	No
34]	External Agency Rating, if available	No

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.54.73
UK Pound	1	Rs.88.61
Euro	1	Rs.71.34

INFORMATION DETAILS

Information Gathered by :	SVA
Report Prepared by :	PRL

SCORE & RATING EXPLANATIONS

SCORE FACTORS	RANGE	POINTS
HISTORY	1~10	2
PAID-UP CAPITAL	1~10	1
OPERATING SCALE	1~10	2
FINANCIAL CONDITION
--BUSINESS SCALE	1~10	2
--PROFITABILIRY	1~10	1
--LIQUIDITY	1~10	1
--LEVERAGE	1~10	1
--RESERVES	1~10	1
--CREDIT LINES	1~10	1
--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		12

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.