MIRA INFORM REPORT

Report Date :

20.06.2013

IDENTIFICATION DETAILS

Name :	AND DESIGNS INDIA LIMITED
Formerly Known As :	AND DESIGNS INDIA PRIVATE LIMITED (w.e.f.08.01.2001) MASQUE CLOTHING COMPANY PRIVATE LIMITED
Registered Office :	Plot No.88, Marol Co-operative Industrial Estate, M.V. Road, Marol, Andheri (East), Mumbai – 400059, Maharashtra
Country :	India
Financials (as on) :	31.03.2012 [Profit and Loss Account]
Date of Incorporation :	14.03.1995
Com. Reg. No.:	11-086449
Capital Investment / Paid-up Capital :	Rs. 19.297 Millions
CIN No.: [Company Identification No.]	U17116MH1995PLC086449
TAN No.: [Tax Deduction & Collection Account No.]	MUMA21262D
PAN No.: [Permanent Account No.]	AADCA2325A
Legal Form :	A Closely Held Public Limited Liability Company
Line of Business :	Designing, Manufacturing and Retailing of Apparels like Indian Women’s and Men’s wears category.
No. of Employees :	Information declined by the management

RATING & COMMENTS

MIRA’s Rating :

Ba (49)

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

Maximum Credit Limit :	USD 810000
Status :	Satisfactory
Payment Behaviour :	Usually correct
Litigation :	Clear
Comments :	Subject is a well established company having a satisfactory track record. Financially company seems to be strong. Trade relations are reported to be fair. Business is active. Payments are reported to be usually correct and as per commitments. 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.

EXTERNAL AGENCY RATING

Rating Agency Name	ICRA
Rating	Long term loan : (ICRA) BBB+
Rating Explanation	Having moderate degree of safety regarding timely servicing of financial obligation it carry moderate credit risk.
Date	November 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.

INFORMATION DECLINED BY

Name :	Mr. P. Mangesh
Designation :	Finance Manager
Contact No.:	91-22-40353333
Date :	19.06.2013

LOCATIONS

Registered Office/ Factory :	Plot No.88, Marol Co-operative Industrial Estate, M.V. Road, Marol, Andheri (East), Mumbai – 400059, Maharashtra, India
Tel. No.:	91-22-40353333/ 32/ 321
Fax No.:	91-22-40261631
E-Mail :	mukesh@andindia.com and@andindia.com geetam@andindia.com
Website :	http://www.andindia.com
Stores :	Located at: Ahmedabad Bangalore Belgaum Chennai Coimbatore Delhi Goa Gurgaon Hyderabad Kolkata Lucknow Ludhiana Mumbai Pune

DIRECTORS

AS ON 11.07.2012

Name :	Mr. Mukesh Kishinchand Sawlani
Designation :	Director
Address :	G-2, Emly Apartments, 7^th Floor, 15^th Road, Khar (West), Mumbai – 400052, Maharashtra, India
Date of Birth/Age :	06.08.1970
Qualification :	B.Com
Date of Appointment :	14.03.1995
DIN No.:	00980418
Name :	Mrs. Anita Pravin Dongre
Designation :	Director
Address :	204, Ocean View, Union Park, Khar (West), Mumbai – 400052, Maharashtra, India
Date of Birth/Age :	03.10.1963
Qualification :	B.Com
Date of Appointment :	14.03.1995
DIN No.:	00980491
Name :	Mrs. Meena Yadvinder Sehra
Designation :	Director
Address :	9, Bharat Mahal, 86, Marine Drive, Mumbai – 400002, Maharashtra, India
Date of Birth/Age :	05.03.1965
Qualification :	B.Com, Diploma in Fashion Designing
Date of Appointment :	02.05.2003
DIN No.:	00136459
Name :	Ashni Biyani Kishore
Designation :	Director
Address :	304, Jeevan Vihar, Manav Mandir Road, Mumbai – 400006, Maharashtra, India
Date of Birth/Age :	25.12.1984
Date of Appointment :	30.11.2008
DIN No.:	00058775

KEY EXECUTIVES

Name :	Mr. P. Mangesh
Designation :	Finance Manager

MAJOR SHAREHOLDERS / SHAREHOLDING PATTERN

AS ON 11.07.2012

Names of Shareholders	No. of Shares
Anita P Dongre	927501
Mukesh K Sawlani	940666
Meena Y Sehra	927502
Deepak Sawlani	65000
Hari K Sawlani	1
Vinod Hira	6450
Deepikesh Hira	380
Sangita Rohira	90000
Mohit Pradeep Jethani	6500
Angeli Nathurmal Parwani	2000
Kamla Jhamumal Jethani	4500
Vijaykumar Jhamumal Jehtani	6500
Future Ventures Limited, India	882380
Total	3859380

AS ON 11.07.2012

Equity Share Breakup	Percentage of Holding
Category
Bodies corporate	22.86
Directors or relatives of directors	74.30
Other top fifty shareholders	2.84
Total	100.00

BUSINESS DETAILS

Line of Business :

Designing, Manufacturing and Retailing of Apparels like Indian Women’s and Men’s wears category.

Products/ Services :

ITC Code No.	Product Descriptions
62064000	Men's and Women's Garments

Brand Names :

“ANITA DONGRE – TIMELESS“

“ANITA DONGRE – IINTERPRET”

“ANITA DONGRE – GRASSROOT”

“AND”

“GLOBAL DESI”

PRODUCTION STATUS (AS ON 31.03.2011)

Particulars	2010-11 (In Pcs)
Production	690116

GENERAL INFORMATION

No. of Employees :

Information declined by the management

Bankers :

Development Credit Bank Limited, 601 and 602, Peninsula Business Park, 6th Floor, Tower A, Senapati Bapat Marg, Lower Parel, Mumbai - 400013, Maharashtra, India

Development Credit Bank Limited, 154, S.V. Road (East), Dongri, Credit Administration Departments, Mumbai - 400 009, Maharashtra, India

Development Credit Bank Limited, 301, Delta Plaza Branch, 414, Prabhadevi, Mumbai – 400 025, Maharashtra, India

HDFC Bank Limited

State Bank of India

Facilities :

Secured Loans	31.03.2012	31.03.2011
	(Rs. In Millions)
Working Capital Loan
Cash Credit/ WCDL		95.593
Term Loan
Rupee Term Loan		56.838
Total	NA	152.431
Notes: Term Loans from Financial Institutions/ Banks are secured by first charge on all the Company’s fixed assets and by way of second charge on the Current Assets of the Company. Working capital facilities are secured by hypothecation of stock of inventories and book debts and by way of second charge on the fixed assets of the Company.

Banking Relations :	--
Auditors :
Name :	Rohira Mehta and Associates Chartered Accountants
Address :	B-202, 2^nd Floor, Grand Bella Vista, Near Jari Mari Temple, S.V. Road, Bandra (West), Mumbai – 400 050, Maharashtra, India
Tel. No.:	91-22-42084500
Fax No.:	91-22-42084501
E-Mail :	info@rohiramehta.com
Income-tax PAN of auditor or auditor's firm :	AAFFR0198H
Related Party [31.03.2011] :	Suvidha Design Private Limited

CAPITAL STRUCTURE

AS ON 11.07.2012

Authorised Capital :

No. of Shares	Type	Value	Amount
5,000,000	Equity Shares	Rs. 10/- each	Rs. 50.000 Millions

Issued, Subscribed & Paid-up Capital :

No. of Shares	Type	Value	Amount
3,859,380	Equity Shares	Rs. 10/- each	Rs. 38.594 Millions

AS ON 31.03.2011

Authorised Capital :

No. of Shares	Type	Value	Amount
500,000	Equity Shares	Rs.100/- each	Rs. 50.000 Millions

Issued, Subscribed & Paid-up Capital :

No. of Shares	Type	Value	Amount
192,969	Equity Shares	Rs.100/- each	Rs. 19.297 Millions

FINANCIAL DATA

[all figures are in Rupees Millions]

ABRIDGED BALANCE SHEET

SOURCES OF FUNDS		31.03.2011	31.03.2010
SHAREHOLDERS FUNDS
1] Share Capital		19.297	19.297
2] Share Application Money		0.000	0.000
3] Reserves & Surplus		183.212	104.103
4] (Accumulated Losses)		0.000	0.000
NETWORTH		202.509	123.400
LOAN FUNDS
1] Secured Loans		152.431	56.041
2] Unsecured Loans		1.402	4.398
TOTAL BORROWING		153.833	60.439
DEFERRED TAX LIABILITIES		0.000	0.207
TOTAL		356.342	184.046
APPLICATION OF FUNDS
FIXED ASSETS [Net Block]		147.545	74.687
Capital work-in-progress		0.000	0.000
INVESTMENT		0.060	0.060
DEFERRED TAX ASSETS		0.677	0.000
CURRENT ASSETS, LOANS & ADVANCES
	Inventories	100.243	69.158
	Sundry Debtors	92.171	40.203
	Cash & Bank Balances	7.888	6.654
	Other Current Assets	0.000	0.000
	Loans & Advances	149.757	70.739
Total Current Assets		350.059	186.754
Less : CURRENT LIABILITIES & PROVISIONS
	Sundry Creditors	81.204	39.289
	Other Current Liabilities	0.777	0.671
	Provisions	60.018	37.495
Total Current Liabilities		141.999	77.455
Net Current Assets		208.060	109.299
MISCELLANEOUS EXPENSES		0.000	0.000
TOTAL		356.342	184.046

Note: Balance Sheet statement for the current year 2012 is not available only Profit and Loss statement is available.

PROFIT & LOSS ACCOUNT

	PARTICULARS		31.03.2012	31.03.2011	31.03.2010
	SALES
		Revenue from operations	1188.044	806.428	417.450
		Other Income	1.142	1.485	1.025
		TOTAL	1189.186	807.913	418.475
Less	EXPENSES
		Cost of materials consumed	209.011	167.977
		Purchases of stock-in-trade	167.890	85.061
		Changes in inventories of finished goods, work-in-progress and stock-in-trade	(63.398)	(29.842)
		Employee benefit expense	171.317	102.401
		Other expenses	471.870	337.830
		TOTAL	956.690	663.427	340.872
Less	PROFIT BEFORE INTEREST, TAX, DEPRECIATION AND AMORTISATION		232.496	144.486	77.603
Less	FINANCIAL EXPENSES		25.551	11.073	9.774
	PROFIT BEFORE TAX, DEPRECIATION AND AMORTISATION		206.945	133.413	67.829
Less/ Add	DEPRECIATION/ AMORTISATION		19.199	11.688	8.215
	EXCEPTIONAL ITEMS		(2.409)	1.071	0.000
	PROFIT BEFORE TAX		185.337	122.796	59.614
Less	TAX		61.004	40.770	20.206
	PROFIT AFTER TAX		124.333	82.026	39.408
	EARNINGS IN FOREIGN CURRENCY
		Export Earnings	0.000	4.410	6.293
	Earnings Per Share (Rs.)		20.74	19.97	204.22

KEY RATIOS

PARTICULARS		31.03.2012	31.03.2011	31.03.2010
PAT / Total Income	(%)	10.46	10.15	9.42
Net Profit Margin (PBT/Sales)	(%)	15.60	15.23	14.28
Return on Total Assets (PBT/Total Assets}	(%)	NA	24.68	22.80
Return on Investment (ROI) (PBT/Networth)		NA	0.61	0.48
Debt Equity Ratio (Total Debt/Networth)		NA	0.76	0.49
Current Ratio (Current Asset/Current Liability)		NA	2.47	2.41

LOCAL AGENCY FURTHER INFORMATION

SUNDRY CREDITORS DETAILS:

Particulars	31.03.2012	31.03.2011	31.03.2010
	(Rs. In Millions)
Sundry Creditors	NA	81.204	39.289

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	--
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

UNSECURED LOANS

Unsecured Loans	31.03.2012	31.03.2011
	(Rs. In Millions)
From Directors	NA	1.402
Total	NA	1.402

Note:

The Registered office of the company has been shifted from 4, Kedarnath Mishra Chawl, P.M. Road, Khotwadi, Santacruz (West), Mumbai – 400054, Maharashtra to present address w.e.f.01.05.2010.

CORPORATE INFORMATION

And Designs (India) Limited (the company) is a public company domiciled in India and incorporated under the provisions of the Companies Act, 1956. The company is engaged in the business of designing, manufacturing and retailing apparel in India and across the globe. ADIL seeks to cater to a broad spectrum of Indian Women’s and Men’s wears category.

BANKERS CHARGES REPORT AS PER REGISTRY

Corporate identity number of the company	U17116MH1995PLC086449
Name of the company	AND DESIGNS INDIA LIMITED
Address of the registered office or of the principal place of business in India of the company	Plot No.88, Marol Co-operative Industrial Estate, M.V. Road, Marol, Andheri (East), Mumbai – 400059, Maharashtra, India Email: mukesh@andindia.com
This form is for	Creation of charge
Type of charge	Immovable property Book debts Movable property (not being pledge)
Particular of charge holder	Development Credit Bank Limited, 601 and 602, Peninsula Business Park, 6th Floor, Tower A, Senapati Bapat Marg, Lower Parel, Mumbai - 400013, Maharashtra, India Email: vijaykurankar@dcbbank.com CIN No.: L99999MH1995PLC089008
Nature of description of the instrument creating or modifying the charge	Deed of Hypothecation dated 07.05.2013 Letter of Recording for Creation of Equitable Mortgage dated 07.05.2013 Letter of Recording for Collateral Equitable Mortgage dated 07.05.2013 (All the agreements constitute a single charge) Nature of facility : Term Loan V : Rs.147.500 Millions
Date of instrument Creating the charge	07.05.2013
Amount secured by the charge	Rs.147.500 Millions
Brief particulars of the principal terms an conditions and extent and operation of the charge	Rate of Interest 2.50% over BASE RATE min 13% p.a. (Pr. B. R. 10.50% p.a.) Terms of Repayment On demand/ Annual Review / 5 Years including 6 months moratorium period. Margin 30% Extent and Operation of the charge The Charge is Operative and Created for Rs.147.500 Millions
Short particulars of the property charged	First and sole hypothecation charge on the Infrastructural Devt. and Interiors including F and F etc. and Equitable Mortgage of land and bldg situated at Plot No. R-847/1/1 in TTC Industrial Area, MIDC, Rabale, Navi Mumbai, in the name of M/s. AND Designs India Limited. The whole of the movable properties of the borrower including its movable plant and machinery, machinery spares, tools and accessories, furniture’s and fixtures, stocks in trade, finished goods, goods in progress, raw materials, book debts, and other moveable including crawler/mobile cranes, both present and future whether installed or not and whether now lying loose or in cases or which are now lying or stored in or about all the borrowers factories, premises and godowns or wherever else the same may be or be held by any party to the order of disposition of the borrower or in the course of transit or on high seas or on order, or delivery, howsoever and where so ever in the possession of the Borrower and either by way of substitution or addition, actionable claims, amounts due and receivable under any contract or otherwise. Equitable mortgage as a collateral security being Flat No 401, 4th Floor, Wing No - III, Heritage Palace Orchard Complex No 9, H. No 2/1B, Mouje Undri Pune - 411028 owned by Anira Exports Private Limited.

FIXED ASSETS:

v Factory Building

v Office Building

v Machinery

v Furniture and Fixtures

v Air Conditioner

v Computers

v Electrical Equipment

v Telephone Equipment

v Office Equipment

v Electrical Equipments

v Office Premises at Goregaon

v Motor Car

v Capital WIP at Rabale

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. 58.74
UK Pound	1	Rs. 91.99
Euro	1	Rs. 78.70

INFORMATION DETAILS

Information Gathered by :	SVA
Report Prepared by :	BVA

SCORE & RATING EXPLANATIONS

SCORE FACTORS	RANGE	POINTS
HISTORY	1~10	6
PAID-UP CAPITAL	1~10	5
OPERATING SCALE	1~10	5
FINANCIAL CONDITION
--BUSINESS SCALE	1~10	5
--PROFITABILIRY	1~10	6
--LIQUIDITY	1~10	6
--LEVERAGE	1~10	5
--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	YES
--LISTED	YES/NO	NO
--OTHER MERIT FACTORS	YES/NO	YES
DEFAULTERS
--RBI	YES/NO	NO
--EPF	YES/NO	NO
TOTAL		49

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.