MIRA INFORM REPORT

Report Date :

02.04.2013

IDENTIFICATION DETAILS

Name :	RAMESH FLOWERS PRIVATE LIMITED
Registered Office :	A-62, SIDCO Industrial Complex, Terkuveera Pandia Puram, Tuticorin – 628002, Tamilnadu
Country :	India
Financials (as on) :	31.03.2012
Date of Incorporation :	09.02.1990
Com. Reg. No.:	18-18701
Capital Investment / Paid-up Capital :	Rs.25.000 Millions
CIN No.: [Company Identification No.]	U01409TN1990PTC018701
TAN No.: [Tax Deduction & Collection Account No.]	MRIR00587G
PAN No.: [Permanent Account No.]	AAACR9251P
Legal Form :	Private Limited Liability Company
Line of Business :	Manufacturer, Exporter and Importer of Flowers Fragrances and Other Cosmetics.
No. of Employees :	Not Available

RATING & COMMENTS

MIRA’s Rating :

Ba (50)

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

Maximum Credit Limit :	USD 1240000
Status :	Satisfactory
Payment Behaviour :	Usually Correct
Litigation :	Clear
Comments :	Subject is a well established company having a satisfactory track record. 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 – 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.

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/ Factory :	A-62, SIDCO Industrial Complex, Terkuveera Pandia Puram, Tuticorin – 628002, Tamilnadu, India
Tel. No.:	91-461-2340505/ 509 (58 Lines)
Fax No.:	91-461-2340407/ 2340457/ 2355731
E-Mail :	sushil@rameshflowers.com pro@rameshflowers.com sales@rameshflowers.com
Website :	http://www.rameshflowers.com
Area :	5 acres
Location	Owned
Branches :	D/3/2, Gillander House, Netaji Subhash Road, Kolkata – 700 001, West Bengal, India

DIRECTORS

As on 29.09.2012

Name :	Mr. Mahendra Raj Singhwi
Designation :	Director
Address :	2/5A-1 Palay Road (West), Ganesh Nagar, Tuticorin – 628008, Tamilnadu, India
Date of Birth/Age :	23.02.1953
Date of Appointment :	09.02.1990
DIN No.:	00751317
Name :	Mrs. Manju Singhwi
Designation :	Director
Address :	2/5A-1 Palay Road (West), Ganesh Nagar, Tuticorin – 628008, Tamilnadu, India
Date of Birth/Age :	26.09.1959
Date of Appointment :	11.04.1992
DIN No.:	00771847
Name :	Mr. Sushil Kumar Sharma
Designation :	Director
Address :	3-369 H, P T Colony Extension, Ashok Nagar, Tuticorin - 628008, Tamilnadu, India
Date of Birth/Age :	06.10.1968
Date of Appointment :	28.07.2003
DIN No.:	01099822
Name :	Mr. Amit Lodha
Designation :	Director
Address :	106/H5/D2, Millerpuram, Tuticorin - 628008, Tamilnadu, India
Date of Birth/Age :	25.05.1969
Date of Appointment :	28.07.2003
DIN No.:	00836070

MAJOR SHAREHOLDERS / SHAREHOLDING PATTERN

As on 29.09.2012

Names of Shareholders	No. of Shares
Mahendra Raj Singhwi	1846750
Manju Singhwi	342000
Amit Lodha	15625
Sushil Kumar Sharma	15625
Ritu Lodha	15000
Usha Sharma	15000
Jorge Pablo Barri Balil	250000
Total	2500000

Equity Share Break up (Percentage of Total Equity)

As on 29.09.2012

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	10.00
Directors or relatives of Directors	90.00
Total	100.00

BUSINESS DETAILS

Line of Business :

Manufacturer, Exporter and Importer of Flowers Fragrances and Other Cosmetics.

Products :

Product Description	ITC Code
Dry Flower	6039000
Flower	6049900

GENERAL INFORMATION

No. of Employees :

Not Available

Bankers :

· Axis Bank Limited

181, VVD Mahal, Palayamkottai Road, Tuticorin – 628003, Tamilnadu, India

· HDFC Bank Limited

HDFC Bank House, Senapati Bapat Marg, Lower Parel (West), Mumbai – 400013, Maharashtra, India

Facilities :

(Rs. In Millions)

Secured Loan	As on 31.03.2012	As on 31.03.2011
Long Term Borrowings
Term loans with Banks	9.265	16.151
Short Term Borrowings
Secured Working Capital Loan
From Banks
Foreign Currency Loans	184.404	139.634
Rupee Loans	136.690	167.077
Total	330.359	322.862

Note :

Term loans with Banks and Private Financial Institutions are secured against creation of equitable mortgage on movable properties.

Banking Relations :	--
Auditors :
Name :	J. Thomas Fernando and Company Chartered Accountant
Address :	40, Pereira Street, Tuticorin-628001, Tamil Nadu, India
PAN No.:	AABFJ2535Q

CAPITAL STRUCTURE

As on 29.09.2012

Authorised Capital:

No. of Shares	Type	Value	Amount
5000000	Equity Shares	Rs.10/- each	Rs. 50.000 Millions

Issued, Subscribed & Paid-up Capital:

No. of Shares	Type	Value	Amount
2500000	Equity Shares	Rs.10/- each	Rs. 25.000 Millions

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		25.000	25.000	25.000
2] Share Application Money		0.000	0.000	0.000
3] Reserves & Surplus		285.279	260.289	258.784
4] (Accumulated Losses)		0.000	0.000	0.000
NETWORTH		310.279	285.289	283.784
LOAN FUNDS
1] Secured Loans		330.359	322.862	339.082
2] Unsecured Loans		0.000	0.000	0.000
TOTAL BORROWING		330.359	322.862	339.082
DEFERRED TAX LIABILITIES		0.932	0.397	0.000
TOTAL		641.570	608.548	622.866
APPLICATION OF FUNDS
FIXED ASSETS [Net Block]		192.448	194.899	169.297
Capital work-in-progress		0.000	0.000	0.000
INVESTMENT		28.106	19.030	4.632
DEFERREX TAX ASSETS		0.000	0.000	0.332
CURRENT ASSETS, LOANS & ADVANCES
	Inventories	339.848	321.809	265.380
	Sundry Debtors	92.121	57.767	114.512
	Cash & Bank Balances	9.880	9.186	14.164
	Other Current Assets	0.000	0.000	0.000
	Loans & Advances	63.623	63.513	209.484
Total Current Assets		505.472	452.275	603.540
Less : CURRENT LIABILITIES & PROVISIONS
	Sundry Creditor	56.429	40.091	58.095
	Other Current Liabilities	8.070	3.192	96.840
	Provisions	019.957	14.373	0.000
Total Current Liabilities		84.456	57.656	154.935
Net Current Assets		421.016	394.619	448.605
MISCELLANEOUS EXPENSES		0.000	0.000	0.000
TOTAL		641.570	608.548	622.866

PROFIT & LOSS ACCOUNT

	PARTICULARS		31.03.2012	31.03.2011	31.03.2010
	SALES
		Income	790.388	646.291	793.256
		Other Income	N.A	31.424	45.436
		TOTAL (A)	N.A	677.715	838.692
Less	EXPENSES
		Raw Materials		153.823	194.702
		Processing Materials		77.533	113.872
		Packing Materials		126.144	149.561
		Wages		43.565	38.978
		Grading Expenses		5.747	4.272
		Freight		46.529	50.501
		Factory Process Overheads		22.493	25.065
		Administrative Expenses		109.079	116.225
		Selling and Distribution Expenses		30.913	45.210
		TOTAL (B)	N.A	615.826	738.386
Less	PROFIT BEFORE INTEREST, TAX, DEPRECIATION AND AMORTISATION (A-B) (C)		98.585	61.889	100.306
Less	FINANCIAL EXPENSES (D)		35.277	19.118	28.155
	PROFIT BEFORE TAX, DEPRECIATION AND AMORTISATION (C-D) (E)		63.308	42.771	72.151
Less/ Add	DEPRECIATION/ AMORTISATION (F)		24.283	22.576	20.933
	PROFIT BEFORE TAX (E-F) (G)		39.025	20.195	51.218
Less	TAX (H)		14.035	7.029	17.038
	PROFIT AFTER TAX (G-H) (I)		24.990	13.166	34.180
Less	APPROPRIATIONS
		Transfer to General Reserve	N.A	1.505	34.180
		Dividend	N.A	11.660	0.000
	Earnings Per Share (Rs.)		10.00	5.27	13.67

KEY RATIOS

PARTICULARS		31.03.2012	31.03.2011	31.03.2010
PAT / Total Income	(%)	N.A	1.94	3.23
Net Profit Margin (PBT/Sales)	(%)	4.94	3.12	5.29
Return on Total Assets (PBT/Total Assets}	(%)	5.59	3.12	5.15
Return on Investment (ROI) (PBT/Networth)		0.13	0.07	0.17
Debt Equity Ratio (Total Debt /Networth)		1.06	1.13	2.28
Current Ratio (Current Asset/Current Liability)		5.99	7.84	3.21

LOCAL AGENCY FURTHER INFORMATION

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	Yes
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	No
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	----------------------
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]	Date of Birth of Proprietor/Partner/Director, if available	Yes
32]	PAN 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

BANKERS CHARGES REPORT AS PER REGISTRY

Corporate identity number of the company	U01409TN1990PTC018701
Name of the company	RAMESH FLOWERS PRIVATE LIMITED
Address of the registered office or of the principal place of business in India of the company	A-62, SIPCO Industrial Comlex, Terkuveera Pandia Puram, Tuticorin, Tamilnadu- 628002, India Email : sushil@rameshflowers.com
This form is for	Creation of charge
Type of charge	· Book Debts · Movable Property (not being pledged) · Floating Charge
Particular of charge holder	HDFC Bank Limited HDFC Bank House, Senapati Bapat Marg, Lower Parel (West), Mumbai – 400013, Maharashtra, India Email : satish.ramanathan@hdfcbank.com
Nature of description of the instrument creating or modifying the charge	Hypothecation of stocks and book debts.
Date of instrument Creating the charge	13.06.2012
Amount secured by the charge	Rs.30.000 Millions
Brief particulars of the principal terms and conditions and extent and operation of the charge	Rate of Interest Any such rate as may be advised to the Company from time to time in respect of the credit facilities. Terms of Repayment Repayable on Demand. Margin As may be prescribed by the Bank from time to time for the credit facilities. Extent and Operation of the charge Hypothecation by way of Pari Pasu first charge to the bank on all goods and book debts both present and future together with interest, costs, charges and other dues any time hereafter may become due and owing to the bank in respect of and under the credit facilities and interest and all the other cost thereto.
Short particulars of the property charged	All stocks and book debts both present and future.

PERFORMANCE:

During the year your Company achieved a turnover of Rs.790.388 Millions. This reasonably good performance was achieved despite global recession in dry flower industry.

FIXED ASSETS:

· Free Hold land

· Lease Hold Land

· Building

· Furniture, Fixtures and Equipments

· Vehicles

· Plant and Machinery

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 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.54.39
UK Pound	1	Rs.82.32
Euro	1	Rs.69.54

INFORMATION DETAILS

Report Prepared by :

RSMK

SCORE & RATING EXPLANATIONS

SCORE FACTORS	RANGE	POINTS
HISTORY	1~10	6
PAID-UP CAPITAL	1~10	5
OPERATING SCALE	1~10	6
FINANCIAL CONDITION
--BUSINESS SCALE	1~10	6
--PROFITABILIRY	1~10	5
--LIQUIDITY	1~10	5
--LEVERAGE	1~10	6
--RESERVES	1~10	6
--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
DEFAULTER
--RBI	YES/NO	NO
--EPF	YES/NO	NO
TOTAL		50

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.