MIRA INFORM REPORT

Report Date :

29.01.2013

IDENTIFICATION DETAILS

Name :	WFB BAIRD AND COMPANY INDIA PRIVATE LIMITED
Registered Office :	F-42 , Ashok Vihar, Phase - 1 , New Delhi – 110052
Country :	India
Financials (as on) :	30.04.2011
Date of Incorporation :	27.07.2004
Com. Reg. No.:	55-127903
Capital Investment / Paid-up Capital :	Rs.48.410 millions
CIN No.: [Company Identification No.]	U51909DL2004PTC127903
PAN No.: [Permanent Account No.]	AAACW5376N
Legal Form :	Private Limited Liability Company
Line of Business :	Manufacturer and Seller of linen fabrics.
No. of Employees :	Not Available

RATING & COMMENTS

MIRA’s Rating :

Ba (42)

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

Maximum Credit Limit :	USD 2400000
Status :	Satisfactory
Payment Behaviour :	Usually correct
Litigation :	Clear
Comments :	Subject is an established company having a satisfactory track record. The management have failed to file its latest financial with the government department. As per previous year’s, the financially position of the company seems to be strong. Performance capacity of the company appears to be high. Trade relations are reported to be fair. Business is active. Payments are usually correct and as per commitment. The company can be considered for normal business dealings at usual trade terms and condition.

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

EXTERNAL AGENCY RATING

Rating Agency Name	CRISIL
Rating	Letter of Credit = A2
Rating Explanation	CRISIL has suspended its rating (CRISIL) A2 due to lack of information
Date	December 2012

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-42 , Ashok Vihar, Phase - 1 , New Delhi – 110052, India
Tel. No.:	Not Available
Fax No.:	Not Available
E-Mail :	Jinu.wfbcochin@gmail.com wfbcochin@vsnl.net paul.manjooran@gmail.com Stephen.logan@bairsmcnutt.com
Website :	http://www.bairdmcnutt.com
Factory :	Plot 45, CSEZ, Kakkanad, Cochin – 682037, Kerala, India
Tel. No.:	91-484-2413313/ 14/ 53/ 54
Fax No.:	91-484-2413315
E-Mail :	wfbcochin@eth.net

DIRECTORS

As on 30.10.2011

Name :	Mr. Bipin Sehgal
Designation :	Director
Address :	Ground Floor, C- 102, Greater Kailash – 1, New Delhi – 110048, India
Date of Birth/Age :	04.02.1963
Date of Appointment :	27.07.2004
DIN No.:	00379715
Name :	Mr. Hugh Burgoyne Baird
Designation :	Director
Address :	Ballee House, Downpatrick County Down, Northern Ireland, UK
Date of Birth/Age :	07.12.1952
Date of Appointment :	27.07.2004
DIN No.:	05122412
Name :	Mr. Paul Manjooran
Designation :	Director
Address :	18/393, Manjooran House, Main Road, S 3 Sakthi Nagar, Tripunithura, Ernakulam – 682301, Kerala, India
Date of Birth/Age :	25.05.1945
Date of Appointment :	05.10.2006
DIN No.:	00793194
Name :	Mr. James William Baird
Designation :	Director
Address :	Cullo House, 12 Clogher, Hillsborough, County Down, Northern Ireland, UK
Date of Birth/Age :	12.12.1957
Date of Appointment :	27.07.2004
DIN No.:	05122420
Name :	Mr. Stephen Logan
Designation :	Additional Director
Address :	5, Wynfort, Lodge, Moira, Craigavon, BT 670 Q.T UK
Date of Birth/Age :	24.12.1964
Date of Appointment :	23.01.2009
DIN No.:	02465722

KEY EXECUTIVES

Name :	Mrs. Jinu John Jacob
Designation :	Secretary
Address :	Kuzhithattil House, No.9, Eastern Villas, TV Center Road, Kakkanad, Ernakulam – 682037, Kerala, India
Date of Birth/Age :	07.12.1972
Date of Appointment :	14.09.2009
Pan No.:	AEHPJ8003K

MAJOR SHAREHOLDERS / SHAREHOLDING PATTERN

As on 30.10.2011

Names of Shareholders	No. of Shares
WFB Baird and Company Limited, Ireland	4840980
John Hanna Limited, United Kingdom	1
Total	4840981

As on 30.10.2011

Equity Share Break up (Percentage of Total Equity)

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 :

Manufacturer and Seller of linen fabrics.

Products :

Products	Item Code No.
Lines Fabrics	530929

PRODUCTION STATUS (AS ON 30.04.2010)

Particulars	Unit	Actual Production
Greige Fabrics	Yards	6678060
Fabrics	Yards	6539034

GENERAL INFORMATION

No. of Employees :

Not Available

Bankers :

State Bank of India, Overseas Branch, Kochi, Indira Gandhi Road, Willingdon Island, Cochin - 682003, Kerala, India

Facilities :

(Rs. In Millions)

Secured Loan	As on 30.04.2011	As on 30.04.2010
A. Rupee term loans others secured	0.259	0.420
B. Working capital loans banks secured	142.864	40.913
Total	143.123	41.333
(A) Term loan for purchase of vehicle (Secured by way of hypothecation of the vehicle) (B) Working capital facilities from State Bank of India

Banking Relations :	--
Auditors :
Name :	G Joseph and Associates Chartered Accountants
Address :	37/2038, Muttathil Lane, Kadavanthara, Cochin 682020, Kerala, India
PAN.:	AABFG8900C
Holding Company:	WFB Baird and Company Limited, United Kingdom
Ultimate Holding Company:	Electroedit Limited, United Kingdom
Fellow Subsidiaries:	OU Parnu Linavabrik, Estonia WFB Baird Poland Sp Z.O.O, Poland John Hanna Limited, United Kingdom
Associates:	McNutts of Donegal, Ireland

CAPITAL STRUCTURE

As on 30.04.2011

Authorised Capital :

No. of Shares	Type	Value	Amount
41000000	Equity Shares	Rs.10/- each	Rs.410.000 millions

Issued, Subscribed & Paid-up Capital :

No. of Shares	Type	Value	Amount
4840981	Equity Shares	Rs.10/- each	Rs.48.410 millions

FINANCIAL DATA

[all figures are in Rupees Millions]

ABRIDGED BALANCE SHEET

SOURCES OF FUNDS		30.04.2011	30.04.2010	30.04.2009
SHAREHOLDERS FUNDS
1] Share Capital		48.410	48.410	48.409
2] Share Application Money		0.000	0.000	0.000
3] Reserves & Surplus		552.221	533.457	447.903
4] (Accumulated Losses)		0.000	0.000	0.000
NETWORTH		600.631	581.867	496.312
LOAN FUNDS
1] Secured Loans		143.123	41.333	0.000
2] Unsecured Loans		59.155	59.330	65.812
TOTAL BORROWING		202.278	100.663	65.812
DEFERRED TAX LIABILITIES		22.802	15.302	3.496
TOTAL		825.711	697.832	565.620
APPLICATION OF FUNDS
FIXED ASSETS [Net Block]		461.409	494.138	532.259
Capital work-in-progress		15.262	21.413	5.814
INVESTMENT		0.000	0.000	0.000
DEFERREX TAX ASSETS		0.000	0.000	0.000
CURRENT ASSETS, LOANS & ADVANCES
	Inventories	368.002	267.798	197.709
	Sundry Debtors	397.444	402.011	368.237
	Cash & Bank Balances	130.454	54.105	7.838
	Other Current Assets	5.077	3.378	1.570
	Loans & Advances	11.447	7.127	7.732
Total Current Assets		912.424	734.419	583.086
Less : CURRENT LIABILITIES & PROVISIONS
	Sundry Creditors	545.629	538.700	541.562
	Other Current Liabilities	4.349	4.640	10.755
	Provisions	13.406	8.798	3.222
Total Current Liabilities		563.384	552.138	555.539
Net Current Assets		349.040	182.281	27.547
MISCELLANEOUS EXPENSES		0.000	0.000	0.000
TOTAL		825.711	697.832	565.620

PROFIT & LOSS ACCOUNT

	PARTICULARS		30.04.2011	30.04.2010	30.04.2009
	SALES
		Turnover	1225.400	1313.090
		Other Income	NA	NA
		TOTAL	NA	NA
Less	EXPENSES
		Office Expenses
		Administrative Expenses	NA	1215.455
		Advertising Expenses			NA
		TOTAL	NA	1215.455
	PROFIT BEFORE TAX		NA	106.503
Less	TAX		NA	20.949
	PROFIT AFTER TAX		18.800	85.554
	EARNINGS IN FOREIGN CURRENCY
		Export Earnings	1066.031	1210.461	1215.159
	TOTAL EARNINGS		1066.031	1210.461	1215.159
	IMPORTS
		Raw Materials	NA	791.384	568.209
		Stores & Spares	NA	4.896	7.151
		Capital Goods	NA	29.940	1.812
	TOTAL IMPORTS		NA	826.220	577.172
	Earnings Per Share (Rs.)		NA	17.67	NA

KEY RATIOS

PARTICULARS		30.04.2011	30.04.2010	30.04.2009
Return on Total Assets (PBT/Total Assets}	(%)	NA	8.67	NA
Return on Investment (ROI) (PBT/Networth)		NA	0.18	NA
Debt Equity Ratio (Total Liability/Networth)		1.27	1.12	1.25
Current Ratio (Current Asset/Current Liability)		1.62	1.33	1.04

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 two years	Yes
12]	Profitability for last two 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	----------------------
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	Yes

Note:

The registered office of the company has been shifted from 1081 / 1075, Millenium Towers – II, 10the Level, Netaji Subhash Place, Behind Pizza Hut, Pitam Pura, New Delhi 110034, India to present address w.e.f. 20.04.2012.

BACKGROUND AND NATURE OF OPERATIONS

Subject was incorporated on July 27, 2004. The Company is a wholly owned subsidiary of WFB Baird and Company Limited, UK (‘WFB UK’ or ‘the parent company’). The Company is engaged in the manufacture and sale of linen fabrics and is located in the Cochin Special Economic Zone, Kerala.

OPERATIONS

During the year, the Company achieved a turnover of Rs. 1225.400 Millions. The operations of the Company resulted in an operating profit after tax of Rs. 18.800 Millions. The directors are confident of even better results in the coming year.

UNSECURED LOAN

Rs. In Millions

Particular	As on 30.04.2011	As on 30.04.2010
A. Other external commercial borrowings unsecured	4.430	4.450
B. Interest accrued due other debt unsecured	54.725	54.880
Total	59.155	59.330
(A) External Commercial Borrowings (ECB) (B) Interest accrued and due on above

BANKERS CHARGES REPORT AS PER REGISTRY

Corporate identity number of the company	U51909DL2004PTC127903
Name of the company	WFB BAIRD AND COMPANY INDIA PRIVATE LIMITED
Address of the registered office or of the principal place of business in India of the company	F-42 , Ashok Vihar, Phase - 1 , New Delhi – 110052, India Jinu.wfbcochin@gmail.com
This form is for	Modification of charge
Type of charge	Any interest in Immovable property Book debts Movable property (not being pledge)
Particular of charge holder	State Bank of India, Overseas Branch, Kochi, Indira Gandhi Road, Willingdon Island, Cochin 682003, Kerala, India Email: sbi.00967@sbi.co.in
Nature of instrument creating charge	Letter of sanction of credit facilities dated September 2, 2011 for realigning the limits of various credit facilities and increasing the charge to Rs. 480 millions.
Date of instrument Creating the charge	02.09.2011
Amount secured by the charge	Rs. 480.000 millions
Brief of the principal terms an conditions and extent and operation of the charge	Rate of interest 1.5% above base rate, i.e., presently 11.50% per annum Terms of repayment Repayable on demand Margin 10% Extent and operation of the charge a. Mortgage of the immovable properties - both present and future in the name of the company b. First charge by way of hypothecation of the borrower's entire goods, movables and other assets present and future including documents of title to the goods and other assets.
Short particulars of the property charged (Including location of the property)	EM over leasehold rights of Plot No .45 admeasuring 16739.68 sq.mtrs (4.13 acres) in Re.Sy.No.240/1 in the CSEZ, of Vazhakala Village, Kanayannur Taluk, Ernakulam, leased by Dev. Commissioner, CSEZ EM over leasehold rights Plot No.25 measuring 10692.72 (2.64 acres) in Re.Sy.No.235/1, 235/2, 236/1 and 238/1 (6.77 acres) in the CSEZ, of Vazhakala Village, Kanayannur Taluk, Ernakulam, leased by DC, CSEZ First Charge over the entire Current Assets of the Company, both present and future including documents of title to goods, outstanding moneys, receivables etc. First Charge over the entire Fixed assets of the Company both present and future
Date of instrument modifying the charge	02.06.2010
Particulars of the present modification	Realignment of credit limits of various credit facilities and increasing the charge over the leasehold rights, book debts, other current assets and all movable assets of the Company to Rs. 480.000 millions.

FIXED ASSETS:

• Building
• Plant and Machinery
• Vehicles
• Office Equipment
• Furniture and Fitting
• Laboratory Equipment
• Electrical Installment
• Computers

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.53.89
UK Pound	1	Rs.84.93
Euro	1	Rs.72.51

INFORMATION DETAILS

Report Prepared by :

NTH

SCORE & RATING EXPLANATIONS

SCORE FACTORS	RANGE	POINTS
HISTORY	1~10	5
PAID-UP CAPITAL	1~10	5
OPERATING SCALE	1~10	4
FINANCIAL CONDITION
--BUSINESS SCALE	1~10	4
--PROFITABILIRY	1~10	5
--LIQUIDITY	1~10	5
--LEVERAGE	1~10	5
--RESERVES	1~10	5
--CREDIT LINES	1~10	4
--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	NO
--OTHER MERIT FACTORS	YES/NO	YES
TOTAL		42

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.