MIRA INFORM REPORT

Report Date :

02.10.2013

IDENTIFICATION DETAILS

Name :	GILL AND COMPANY PRIVATE LIMITED
Registered Office :	2^nd Floor, N T C House, N M Marg, Ballard Estate, Mumbai – 400038, Maharashtra
Country :	India
Financials (as on) :	31.03.2012
Date of Incorporation :	26.02.1947
Com. Reg. No.:	11-005589
Capital Investment / Paid-up Capital :	Rs.9.000 Millions
CIN No.: [Company Identification No.]	U51491MH1947PTC005589
TAN No.: [Tax Deduction & Collection Account No.]	MUMG08500C
PAN No.: [Permanent Account No.]	AAACG3743M
Legal Form :	Private Limited Liability Company
Line of Business :	Trader and Exporter of Indian Raw Cotton and Other Agricommodities.
No. of Employees :	Information declined by the management

RATING & COMMENTS

MIRA’s Rating :

Ba (44)

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

Maximum Credit Limit :	USD 1832000
Status :	Satisfactory
Payment Behaviour :	Usually correct
Litigation :	Clear
Comments :	Subject is an established company having a satisfactory track record. There appears a dip in the profitability of the company during current year. However, networth of the company appears to be satisfactory. General financial position of the company is good. Trade relations are reported as fair. Business is active. Payments are reported to be usually correct and as per commitment. The company can be considered normal for 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.

INDIAN ECONOMIC OVERVIEW

We are living in a world where volatility and uncertainty have become the New Normal. We saw a change of government in countries like Tunisia, Egypt, Libya and Vietnam. Once powerful countries in Europe are now fighting for bankruptcy. We have taken growth in the developing part of the world for granted but economic growth in China and India has begun to slow. Companies that were synonymous with their product categories just a few years ago are now no longer in existence. Kodak, the inventor of the digital camera had to wind up its operations, HMV, the British entertainment retailing company and Borders, once the second largest bookstore have shut down due to their inability to evolve their business models with the changing time. Readers’ Digest, Thomson Register are no more !

There is another megatrend happening. The World order is changing as economic power shifts from West to East. According to McKinsey study, it took Britain more than 100 years to double its economic output per person during its industrial revolution and the US later took more than 50 years to do the same. More than a century later, China and India have doubled their GDP per capital in 12 and 18 years respectively. By 2020, emerging Asia will become the world’s largest consuming block, overtaking North America.

The years after the outbreak of the global financial crisis, the world economy continues to remain fragile. The Indian economy demonstrated remarkable resilience in the initial years of the contagion but finally lost ground last year. GDP growth slowed down. Currency has been weakening. There is a marked deceleration in agriculture, industry and services. Dampening sentiment led to a cut-back in investment as well as private consumption expenditure.  Inflation remained at high levels fuelled by the pressure from the food and fuel sectors. The large fiscal and current account deficit s continued to cause grave concern. It is imperative that India regains its growth trajectory of 8-9 % sooner than later. This is crucially important given the need to create gainful livelihood opportunities for the millions living in poverty as also the large contingent of young people joining the job market every year.

EXTERNAL AGENCY RATING

Rating Agency Name	CRISIL
Rating	BBB- (Long Term Rating)
Rating Explanation	Moderate degree of safety and moderate credit risk
Date	18.12.2012

Rating Agency Name	CRISIL
Rating	A3 (Short Term Rating)
Rating Explanation	Moderate degree of safety and higher credit risk
Date	18.12.2012

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 DENIED

Management Non-Corporative (91-22-22615001)

LOCATIONS

Registered Office :	2^nd Floor, N T C House, N M Marg, Ballard Estate, Mumbai 400038, Maharashtra, India, India
Tel. No.:	91-22-22615001/ 2/ 3/ 4
Fax No.:	91-22-22655069/ 22620598
E-Mail :	gillco@gillcot.com trading@gillcot.com lc@gillcot.com logistic@gillcot.com gillco@gillcot.com commodities@gillcot.com
Website :	http://www.gillcot.com
Location :	Owned
Branch Office :	Located at: · Adoni · Amravati · Ahmedabad · Aurangabad · Bhatinda · Hubli · Indore · Jalgoan · New Delhi

DIRECTORS

Name :	Mr. Jayant Bhogilal Shah
Designation :	Director
Address :	15, Hill Park, A G Bell Marg, Mumbai – 400006, Maharashtra, India
Date of Birth/Age :	18.11.1947
Date of Appointment :	27.02.1990
DIN No.:	01426873
Name :	Mr. Mohit Dhirajlal Shah
Designation :	Director
Address :	Yazad-E-Khursheed, Ground Floor, Altamount Road, Mumbai – 400026, Maharashtra, India
Date of Birth/Age :	15.09.1974
Date of Appointment :	11.11.1996
DIN No.:	02033178
Name :	Mr. Rishabh Jayant Shah
Designation :	Additional Director
Address :	15, Hill Park, A G Bell Marg, Mumbai – 400006, Maharashtra, India
Date of Birth/Age :	15.04.1979
Date of Appointment :	02.12.2010
DIN No.:	01397806

MAJOR SHAREHOLDERS / SHAREHOLDING PATTERN

AS ON 30.09.2011

Names of Shareholders	No. of Shares
Peter Rigby	143
William Rigby	142
Kiran Shah	118
Rupa Dhirajlal Shah	1550
Rupa Dhirajlal Shah and Kiran D. Shah	60
Mohit Dhirajlal Shah and Kiran D. Shah	62
Kiran D. Shah and Dhirajlal V. Shah	7
Kiran D. Shah and Rupa Dhirajlal Shah	54
Mohit Dhirajlal Shah and Kiran D. Shah	54
Rupa Dhirajlal Shah and Mohit Dhirajlal Shah	61
Kiran D. Shah and Mohit Dhirajlal Shah	37
Mohit Dhirajlal Shah	4503
Rupa Dhirajlal Shah and Mohit Dhirajlal Shah	37
Kailas C. Daftary	10
Javerben K. Shah	887
Krishnakumari S. Shah	100
Bombay Allied Contractors Private Limited, India	428
Jayant B. Shah and Malti J. Shah	1132
Suresh Bhogilal Shah	205
Laxmibai V. Shah and Dhirajlal V. Shah	2
Suresh Bhogilal Shah and Daksha S. Shah	61
Sudha U. Shah and Udayan V. Shah	1
Devika D. Jaitha and Sudha U. Shah	557
Devika D. Jaitha and Bharti S. Shah	78
Sudha U. Shah and Bharti S. Shah	78
Bharti S. Shah and Devika D. Jaitha	79
Suresh Bhogilal Shah	6
Harish M. Shah and Usha Harish Shah	600
Jayant B. Shah	3396
T. Kannan	1
Rishabh J. Shah	1770
Julie Ramchand Masand	96
Girdharilal Basholal Masand	48
Shamdas bashomal Masand	48
Bharatlal Bashomal Masand	48
Jayakunwari M Shah / Jyoti M Ajmera	524
Kusum M Shah / Jaya kunwari Shah	120
Sameer K Shah	319
Jason K Shah	289
Nina K Shah	289
Total	18000

AS ON 30.09.2011

Equity Share Breakup	Percentage of Holding
Category
Foreign holdings [Foreign institutional investors, Foreign Companies, Foreign Financial Institutions, Non-resident Indian or Overseas corporate bodies or others]	1.58
Bodies corporate	2.38
Directors or relatives of directors	72.86
Other top fifty shareholders	23.18
Total	100.00

BUSINESS DETAILS

Line of Business :

Trader and Exporter of Indian Raw Cotton and Other Agricommodities.

GENERAL INFORMATION

No. of Employees :	Information declined by the management
Bankers :	· Bank of India, Mumbai, Maharashtra, India · ICICI Bank Limited, Fort, Mumbai, Maharashtra, India · Standard Chartered Bank Limited · Oriental Bank of Commerce

Banking Relations :	--
Auditors :
Name :	S. S. Jhunjhunwala and Company Chartered Accountants
Address :	306, Akruti Arcade Opposite, Wadia High School, J. P. Road, Andheri (East), Mumbai – 400053, Maharashtra, India
Associates :	· Gill Financing and Investment Company Private Limited · Bombay Allied Contractors Private Limited · Samjas Finance Private Limited · Zejasmerni Investment Private Limited · Meghji Thobhan and Company · Meghji Thobhan Export and Import Private Limited · Gill Shyam Fiber Private Limited · Gill Shyam Cotex Private Limited

CAPITAL STRUCTURE

AS ON 30.09.2011

Authorised Capital :

No. of Shares	Type	Value	Amount
18000	Equity Shares	Rs. 500/- each	Rs.9.000 Millions

Issued, Subscribed & Paid-up Capital :

No. of Shares	Type	Value	Amount
18000	Equity Shares	Rs. 500/- each	Rs.9.000 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	9.000	9.000
(b) Reserves & Surplus	449.009	437.919
(c) Money received against share warrants	0.000	0.000
(2) Share Application money pending allotment	0.000	0.000
Total Shareholders’ Funds (1) + (2)	458.009	446.919
(3) Non-Current Liabilities
(a) long-term borrowings	22.575	15.399
(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)	22.575	15.399
(4) Current Liabilities
(a) Short term borrowings	319.728	277.772
(b) Trade payables	111.571	197.722
(c) Other current liabilities	69.674	108.372
(d) Short-term provisions	4.220	3.832
Total Current Liabilities (4)	505.193	587.698
TOTAL	985.777	1050.016
ASSETS
(1) Non-current assets
(a) Fixed Assets
(i) Tangible assets	116.549	124.983
(ii) Intangible Assets	0.000	0.000
(iii) Capital work-in-progress	0.000	0.000
(iv) Intangible assets under development	0.000	0.000
(b) Non-current Investments	10.674	15.043
(c) Deferred tax assets (net)	2.167	1.836
(d) Long-term Loan and Advances	25.541	13.038
(e) Other Non-current assets	0.626	0.463
Total Non-Current Assets	155.557	155.363
(2) Current assets
(a) Current investments	0.000	0.000
(b) Inventories	337.349	578.137
(c) Trade receivables	62.648	56.296
(d) Cash and cash equivalents	79.390	37.549
(e) Short-term loans and advances	273.059	193.829
(f) Other current assets	77.774	28.842
Total Current Assets	830.220	894.653
TOTAL	985.777	1050.016

SOURCES OF FUNDS		31.03.2010
SHAREHOLDERS FUNDS
1] Share Capital		6.000
2] Share Application Money		0.000
3] Reserves & Surplus		370.098
4] (Accumulated Losses)		0.000
NETWORTH		376.098
LOAN FUNDS
1] Secured Loans		1530.082
2] Unsecured Loans		92.280
TOTAL BORROWING		1622.362
DEFERRED TAX LIABILITIES		0.000
TOTAL		1998.460
APPLICATION OF FUNDS
FIXED ASSETS [Net Block]		133.565
Capital work-in-progress		0.000
INVESTMENT		20.288
DEFERREX TAX ASSETS		1.510
CURRENT ASSETS, LOANS & ADVANCES
	Inventories	677.436
	Sundry Debtors	1004.378
	Cash & Bank Balances	16.531
	Other Current Assets	0.000
	Loans & Advances	510.950
Total Current Assets		2209.295
Less : CURRENT LIABILITIES & PROVISIONS
	Sundry Creditors	118.758
	Other Current Liabilities	135.103
	Provisions	112.337
Total Current Liabilities		366.198
Net Current Assets		1843.097
MISCELLANEOUS EXPENSES		0.000
TOTAL		1998.460

PROFIT & LOSS ACCOUNT

	PARTICULARS		31.03.2012	31.03.2011	31.03.2010
	SALES
		Income	7404.035	5394.053	9355.681
		Other Income	13.096	20.091	36.566
		TOTAL (A)	7417.131	5414.144	9392.247
Less	EXPENSES
		Purchase of Stock in Trade	6616.080	4583.087	9284.460
		Changes in Inventories of finished goods, stock in process and stock in trade	240.788	99.299
		Employees Benefits Expense	47.182	66.783
		Other Expenses	391.752	461.610
		TOTAL (B)	7295.802	5210.779	9284.460
Less	PROFIT BEFORE INTEREST, TAX, DEPRECIATION AND AMORTISATION (A-B) (C)		121.329	203.365	107.787
Less	FINANCIAL EXPENSES (D)		81.311	79.789	46.246
	PROFIT BEFORE TAX, DEPRECIATION AND AMORTISATION (C-D) (E)		40.018	123.576	61.541
Less/ Add	DEPRECIATION/ AMORTISATION (F)		14.182	15.446	16.010
	PROFIT BEFORE TAX (E-F) (G)		25.836	108.130	45.531
Less	TAX (H)		10.562	46.421	8.332
	PROFIT AFTER TAX (G-H) (I)		15.274	61.709	37.199
Add	PREVIOUS YEARS’ BALANCE BROUGHT FORWARD		363.564	310.943	278.863
Less	APPROPRIATIONS
		Transfer to General Reserve	NA	6.200	3.720
		Dividend	NA	2.485	1.200
		Tax on Dividend	NA	0.403	0.199
	BALANCE CARRIED TO THE B/S		NA	363.564	310.943
	EARNINGS IN FOREIGN CURRENCY
		FOB Value of Cotton Export	NA	NA	7379.048
	TOTAL EARNINGS		NA	NA	7379.048
	IMPORTS VALUE		NA	NA	24.078
	Earnings Per Share (Rs.)		1430.00	4937.00	2066.00

KEY RATIOS

PARTICULARS		31.03.2012	31.03.2011	31.03.2010
PAT / Total Income	(%)	0.21	1.14	0.40
Net Profit Margin (PBT/Sales)	(%)	0.35	2.00	0.49
Return on Total Assets (PBT/Total Assets}	(%)	2.66	10.47	1.94
Return on Investment (ROI) (PBT/Net worth)		0.06	0.24	0.12
Debt Equity Ratio (Total Debt/Net worth)		0.75	0.54	4.31
Current Ratio (Current Asset/Current Liability)		1.64	1.52	6.03

LOCAL AGENCY FURTHER INFORMATION

CURRENT MATURITIES OF LONG-TERM DEBT DETAILS – NOT AVAILABLE

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	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	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	Yes

INDEX OF CHARGES

S.No.	Charge ID	Date of Charge Creation/Modification	Charge amount secured	Charge Holder	Address	Service Request Number (SRN)
1	10408456	14/02/2013	270,000,000.00	UNION BANK OF INDIA	INDUSTRIAL FINANCE BRANCH, 66/80, MUMBAI SAMACHAR MARG, FORT, MUMBAI, MAHARASHTRA - 400023, INDIA	B69709913
2	10290789	13/05/2011	300,000,000.00	ICICI BANK LIMITED	LANDMARKRACE COURCE CIRCLE, ALKAPURI, BARODA, GUJARAT - 390015, INDIA	B14483861
3	10157376	15/05/2009	800,000,000.00	STANDARD CHARTERED BANK	90, M.G. ROAD, FORT, MUMBAI, MAHARASHTRA - 400001, INDIA	A61869947
4	10066756	23/08/2007	500,000,000.00	Bank of India	MUMBAI CORPORATE BANKING BRANCH, 70/80 M G ROAD, 4TH FLOOR, FORT, MUMBAI, MAHARASHTRA - 400023, INDIA	A22732275
5	10036207	26/11/2009 *	1,000,000,000.00	STANDARD CHARTERED BANK	90, M.G. ROAD, FORT, MUMBAI, MAHARASHTRA - 400001, INDIA	A74649385
6	90240269	22/02/2007 *	775,000,000.00	UNION BANK OF INDIA	MUMBAI SAMACHAR MARG BRANCH, 66/80, MUMBAI SAMACHAR MARG, FORT, MUMBAI, MAHARASHTRA - 400023, INDIA	-
7	80026316	22/02/2007 *	1,010,000,000.00	UNION BANK OF INDIA	MUMBAI SAMACHAR MARG BRANCH, 66/80, MUMBAI SAMACHAR MARG, FORT, MUMBAI, MAHARASHTRA - 400023, INDIA	-

* Date of charge modification

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.62.36
UK Pound	1	Rs.101.20
Euro	1	Rs.84.54

INFORMATION DETAILS

Information Gathered by :	JML
Report Prepared by :	VRN

SCORE & RATING EXPLANATIONS

SCORE FACTORS	RANGE	POINTS
HISTORY	1~10	7
PAID-UP CAPITAL	1~10	4
OPERATING SCALE	1~10	6
FINANCIAL CONDITION
--BUSINESS SCALE	1~10	6
--PROFITABILIRY	1~10	3
--LIQUIDITY	1~10	4
--LEVERAGE	1~10	4
--RESERVES	1~10	5
--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
DEFAULTER
--RBI	YES/NO	NO
--EPF	YES/NO	NO
TOTAL		44

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.