MIRA INFORM REPORT

Report Date :

07.12.2013

IDENTIFICATION DETAILS

Name :	SPRING AIR BEDDING COMPANY (INDIA) LIMITED (w.e.f. 26.02.2010)
Formerly Known As :	SPRING AIR BEDDING COMPANY (INDIA) PRIVATE LIMITED
Registered Office :	F-39, Ground Floor, Shopping Centre-1, Mansarovar Garden, New Delhi – 110015
Country :	India
Financials (as on) :	31.03.2012
Date of Incorporation :	10.07.2008
Com. Reg. No.:	55-180766
Capital Investment / Paid-up Capital :	Rs.40.000 Millions
CIN No.: [Company Identification No.]	U36104DL2008PLC180766
TAN No.: [Tax Deduction & Collection Account No.]	DELS36434G
PAN No.: [Permanent Account No.]	AAMCS1571R
Legal Form :	Private Limited Liability Company
Line of Business :	Manufacturer of Bedding Products.
No. of Employees :	Not Available

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

Status :	Moderate
Payment Behaviour :	Slow and delayed
Litigation :	Clear
Comments :	Subject is an established company having moderate track record. The management has failed to file its financial with government department for the year 2013. As per available financial of 2012, there appears huge accumulated losses recorded by the company, which has eroded the net worth of the company. Business is active. Payment terms are slow and delayed. The company can be considered for business dealing on 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.

ECGC Country Risk Classification List – March 31^st, 2013

Country Name	Previous Rating (31.12.2012)	Current Rating (31.03.2013)
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

The current downturn provides an opportunity to push ahead with reforms to accelerate growth, says the latest India Development Update report released by the World Bank. The report says that the adverse effects of rupee depreciation are likely to be offset by the gains in the exports performance due to improved external competitiveness. Since May this year, the local currency has depreciated substantially and fell to a record level of Rs 68.85 to a dollar on August, 28.

A stagflation like situation appears to have arisen as inflation jumped to an eight month high of 6.46 % for the month of September. It is up from 6.10 % in August. Growth continues to be muted with factory output plunging to 0.6  % in August. Onion prices have risen nearly 300 % from last September. Vegetables cost nearly 90 % more than they did last year. Wake up to the economic contribution of slum dwellers. They contribute more than 7.5 % to the country’s gross domestic product, according to a recent study conducted in 50 top cities.

136000 estimated number of jobs created during the second quarter of the current financial year. 50000 estimated number of additional jobs in the field of corporate social responsibility in the coming years.

The International Finance Corporation expects to come out with its rupee linked bonds issue before the end of 2013 as a part of its plan to raise $ 1 billion. The Apple iPhone 5c (Rs 41900 for 16 GB variant) and 5s (Rs 53500 for 16GB variant) has been launched in India from 1^st November.

The Land Acquisition Act to provide just and fair compensation to farmers will come into force from January 1 next year, said Rural Development Minister Jairam Ramesh. The Act replaces a 119 year old registration. The Securities and Exchange Board of India has approved the trading of currency futures on the Bombay Stock Exchange. The exchange plans to launch the currency futures platform with advanced trading technology by the end of November.

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 :	F-39, Ground Floor, Shopping Centre-1, Mansarovar Garden, New Delhi – 110015, India
Tel. No.:	91-11-40793344
Fax No.:	Not Available
E-Mail :	roc@cakkkohli.com kohlikuldip@yahoo.co.in info@springair.in
Website :	www.springair.in

DIRECTORS

As on: 19.09.2012

Name :	Mr. Ashok Kumar Sharma
Designation :	Director
Address :	R-11/198, Raj Nagar, Ghaziabad – 201001, Uttar Pradesh, India
Date of Birth/Age :	05.08.1955
Date of Appointment :	10.07.2008
DIN No.:	02170656
Name :	Mr. Abhishek Sharma
Designation :	Director
Address :	5 A/126, Shastri Nagar, Ghaziabad – 201001, Uttar Pradesh, India
Date of Birth/Age :	14.09.1981
Date of Appointment :	10.07.2008
DIN No.:	02170668
Name :	Murtadha Ahmed Sultan
Designation :	Director
Address :	Shatial Qurum-230, Muscat, Oman
Date of Birth/Age :	16.03.1952
Date of Appointment :	25.08.2008
DIN No.:	02231344
Name :	Imad Kamal Sultan
Designation :	Director
Address :	Po Box 1040, Ruwi, Postal Code 112, Muscat, Oman
Date of Birth/Age :	19.09.1970
Date of Appointment :	19.04.2011
DIN No.:	02326711

MAJOR SHAREHOLDERS / SHAREHOLDING PATTERN

As on: 19.09.2012

Names of Shareholders	No. of Shares
Ashok Sharma	998000
Abhishek Sharma	998000
Murtadha Ahmed Sultan	3000000
Shankari Sharma	1000
Nidhi Sharma	1000
Arvind Sharma	1000
Ajay Sharma	1000
Total	5000000

Equity Share Break up (Percentage of Total Equity)

As on: 19.09.2012

Category	Percentage
Directors or relatives of directors	100.00
Total	100.00

BUSINESS DETAILS

Line of Business :

Manufacturer of Bedding Products.

GENERAL INFORMATION

No. of Employees :	Not Available
Bankers :	The Hongkong and Shanghai Banking Corporation Limited, Birla House, 25 Barakhamba Road, New Delhi - 110001, India

Banking Relations :	--
Auditors :
Name :	K. K. Kohli and company Chartered Accountants
Address :	16 Advocate Chambers, RDC Rajnagar, Ghaziabad – 201001, Uttar Pradesh, India
PAN No.:	AAGFK4316H

CAPITAL STRUCTURE

As on: 19.09.2012

Authorised Capital :

No. of Shares	Type	Value	Amount
6000000	Equity Shares	Rs.10/- each	Rs.60.000 Millions

Issued, Subscribed & Paid-up Capital :

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

As on: 31.03.2012

Authorised Capital :

No. of Shares	Type	Value	Amount
4000000	Equity Shares	Rs.10/- each	Rs.40.000 Millions

Issued, Subscribed & Paid-up Capital :

No. of Shares	Type	Value	Amount
4000000	Equity Shares	Rs.10/- each	Rs.40.000 Millions

FINANCIAL DATA

[all figures are in Rupees Millions]

ABRIDGED BALANCE SHEET

SOURCES OF FUNDS	31.03.2012	31.03.2011
EQUITY AND LIABILITIES
(1)Shareholders' Funds
(a) Share Capital	40.000	20.000
(b) Reserves & Surplus	(45.614)	(19.698)
(c) Money received against share warrants	0.000	0.000
(2) Share Application money pending allotment	0.000	9.000
Total Shareholders’ Funds (1) + (2)	(5.614)	9.302
(3) Non-Current Liabilities
(a) long-term borrowings	0.233	0.568
(b) Deferred tax liabilities (Net)	0.000	0.000
(c) Other long term liabilities	0.000	0.000
(d) long-term provisions	0.000	0.000
Total Non-current Liabilities (3)	0.233	0.568
(4) Current Liabilities
(a) Short term borrowings	39.308	19.383
(b) Trade payables	125.192	58.648
(c) Other current liabilities	30.492	8.343
(d) Short-term provisions	0.442	0.394
Total Current Liabilities (4)	195.434	86.768
TOTAL	190.053	96.638
ASSETS
(1) Non-current assets
(a) Fixed Assets
(i) Tangible assets	20.126	9.626
(ii) Intangible Assets	0.021	0.000
(iii) Capital work-in-progress	0.000	0.623
(iv) Intangible assets under development	0.000	0.000
(b) Non-current Investments	0.000	0.000
(c) Deferred tax assets (net)	0.000	0.000
(d) Long-term Loan and Advances	23.440	1.854
(e) Other Non-current assets	4.950	10.322
Total Non-Current Assets	48.537	22.425
(2) Current assets
(a) Current investments	0.000	0.000
(b) Inventories	64.642	31.200
(c) Trade receivables	62.101	28.817
(d) Cash and cash equivalents	0.525	4.813
(e) Short-term loans and advances	7.451	5.459
(f) Other current assets	6.797	3.934
Total Current Assets	141.516	74.223
TOTAL	190.053	96.638

SOURCES OF FUNDS		31.03.2010
SHAREHOLDERS FUNDS
1] Share Capital		20.000
2] Share Application Money		0.000
3] Reserves & Surplus		0.000
4] (Accumulated Losses)		(8.013)
NETWORTH		11.987
LOAN FUNDS
1] Secured Loans		13.031
2] Unsecured Loans		0.000
TOTAL BORROWING		13.031
DEFERRED TAX LIABILITIES		0.000
TOTAL		25.018
APPLICATION OF FUNDS
FIXED ASSETS [Net Block]		9.037
Capital work-in-progress		0.000
INVESTMENT		0.000
DEFERREX TAX ASSETS		5.250
CURRENT ASSETS, LOANS & ADVANCES
	Inventories	7.588
	Sundry Debtors	13.596
	Cash & Bank Balances	0.060
	Other Current Assets	0.000
	Loans & Advances	2.203
Total Current Assets		23.447
Less : CURRENT LIABILITIES & PROVISIONS
	Sundry Creditors	14.488
	Other Current Liabilities	2.298
	Provisions	0.000
Total Current Liabilities		16.786
Net Current Assets		6.661
MISCELLANEOUS EXPENSES		4.070
TOTAL		25.018

PROFIT & LOSS ACCOUNT

	PARTICULARS		31.03.2012	31.03.2011	31.03.2010
	SALES
		Income	148.049	82.991	37.920
		Other Income	NA	0.319	0.437
		TOTAL (A)	NA	83.310	38.357
Less	EXPENSES
		Materials and Manufacturing Expenses		61.641	27.021
		Salaries, Wages and Benefits		12.295	8.082
		Administrative and Other Expenses		23.409	13.488
		TOTAL (B)	NA	97.345	48.591
Less	PROFIT/ (LOSS) BEFORE INTEREST, TAX, DEPRECIATION AND AMORTISATION (A-B) (C)		(33.431)	(14.035)	(10.234)
Less	FINANCIAL EXPENSES (D)		4.623	2.111	1.365
	PROFIT/ (LOSS) BEFORE TAX, DEPRECIATION AND AMORTISATION (C-D) (E)		(38.054)	(16.146)	(11.599)
Less/ Add	DEPRECIATION/ AMORTISATION (F)		0.979	0.612	0.520
	PROFIT/ (LOSS) BEFORE TAX (E-F) (G)		(39.033)	(16.758)	(12.119)
Less	TAX (H)		0.000	0.000	0.000
	PROFIT/ (LOSS) AFTER TAX (G-H) (I)		(39.033)	(16.758)	(12.119)
Add	DEFERRED TAX ASSETS		13.118	5.072	4.906
	PREVIOUS YEARS’ BALANCE BROUGHT FORWARD		(19.699)	(8.013)	(0.800)
	BALANCE CARRIED TO THE B/S		(25.915	(19.699)	(8.013)
	Earnings Per Share (Rs.)		(9.76)	NA	NA

KEY RATIOS

PARTICULARS		31.03.2012	31.03.2011	31.03.2010
PAT / Total Income	(%)	NA	(20.12)	(31.60)
Net Profit Margin (PBT/Sales)	(%)	(26.36)	(20.19)	(31.96)
Return on Total Assets (PBT/Total Assets}	(%)	(20.54)	(17.34)	(37.31)
Return on Investment (ROI) (PBT/Networth)		6.95	(1.80)	(1.01)
Debt Equity Ratio (Total Debt/Networth)		(7.04)	2.14	1.09
Current Ratio (Current Asset/Current Liability)		0.72	0.86	1.40

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	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	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	No
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

Note:

The Registered Office of the company has been shifted from F-9, First Floor, Commercial Complex, Mansarovar Garden, New Delhi – 110015, India to the present address w.e.f. 10.01.2013

INDEX OF CHARGES

S.No.	Charge ID	Date of Charge Creation/Modification	Charge amount secured	Charge Holder	Address	Service Request Number (SRN)
1	10268752	23/11/2011 *	40,000,000.00	The Hongkong and Shanghai Banking Corporation Limited	BIRLA HOUSE, 25 BARAKHAMBA ROAD, NEW DELHI - 110001, INDIA	B28928398
2	10142553	16/12/2009 *	13,500,000.00	The Hongkong and Shanghai Banking Corporation Limited	BIRLA HOUSE, 25 BARAKHAMBA ROAD, NEW DELHI - 110001, INDIA	A75394882

* Date of charge modification

FIXED ASSETS

· Plant and Machinery

· Office Equipments

· Electrical Fittings

· Furniture and Fixtures

· Vehicles

· Computers

· Generator

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.61.67
UK Pound	1	Rs.100.65
Euro	1	Rs.84.25

INFORMATION DETAILS

Report Prepared by :

VRN

SCORE & RATING EXPLANATIONS

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