MIRA INFORM REPORT

Report Date :

03.07.2014

IDENTIFICATION DETAILS

Name :	PROVOGUE (INDIA) LIMITED (w.e.f. 14.03.2005)
Formerly Known As :	ACME CLOTHING PRIVATE LIMITED
Registered Office :	105/106, 1^ST Floor, Dream Square, Off New Link Road, Andheri (West), Mumbai – 400053, Maharashtra
Country :	India
Financials (as on) :	31.03.2013
Date of Incorporation :	17.11.1997
Com. Reg. No.:	11-111924
Capital Investment/ Paid-up Capital:	Rs. 114.357 Millions
CIN No.: [Company Identification No.]	L18101MH1997PLC111924
TAN No.: [Tax Deduction & Collection Account No.]	MUMA21494E
PAN No.: [Permanent Account No.]	AABCA8524F
Legal Form :	A Public Limited liability Company. The Company’s Shares are listed on stock exchange.
Line of Business :	Manufacturer and Trader of Garments and also Importer and Exporter of Commodities and Goods.
No. of Employees:	Information declined by 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

Status :	Satisfactory
Payment Behaviour :	Usually correct
Litigation :	exist
Comments :	Subject is a well-established and reputed company having a satisfactory track record. The company has seen a dip in its sales turnover as well as net profitability during 2013. However, trade relations are reported as decent. Business is active. Payments are reported to be usually correct. 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.

INDIAN ECONOMIC OVERVIEW

N E W S

The economy grew 4.7 %in 2013/14, marking a second straight year of sub-5 % growth – the worst slowdown in more than a quarter of a century. The data was below an official estimate of 4.9 % annual growth and compared with 4.5 % in the last fiscal year. However, the current account deficit narrowed sharply to $ 32.4 billion at 1.7 % of gross domestic product, in 2013/14 from a record high of $ 98.8 billion or 4.7 %, the year before.A sharp fall in gold imports due to restrictions on overseas purchases and muted import of capital goods helped shrink the current account deficit.

Online retailer Flipkart has acquired fashion portal Myntra as it prepares to battle with the rapidly expanding India arm of the global e-commerce giant Amazon. The company raised $ 210 million from Russian Investment firm DST Global which has also invested in companies like Facebook, Twitter and Alibaba Group.

General Motors will start exporting vehicles from its Talegaon plant near Pune in the second half of 2014. GM was one of the few global carmakers that was using its India plant only for the domestic market.

Google has overtaken Apple as the world’s top brand in terms of value, according to global market research agency Millward Brown. Google’s brand value shot up 40 % in a year to $ 158.84 billion. The top 10 of the 100 slots were dominated by US companies.

Infosys lost another heavy weight when B G Srinivas, a board member put in his papers. He is the third CEO-hopeful to quit after Chairman N R Narayana Murthy’s return to the company – Ashok Vemuri and V Balakrishnan being the other two.While Vemuri went on to lead IGate, Balakrishnan joined politics.

Naresh Goyal – promoted Jet Airways posted biggest quarterly loss – Rs 2153.37 crore – in the three months ended March 31, mainly because it has been offering discounts to passengers to fill planes.

William S Pinckney – Chairman and CEO of Amway India was arrested by the Andhra Pradesh Police in connection with a complaint against the direct selling firm. This is the second time that he has been taken into custody. A year, ago the Kerala Police had arrested Pinckney and two company directors on charges of financial irregularities.

China has told its state-owned enterprises to sever links with American consulting firms after the United States charged five Chinese military officers wih hacking US companies. China’s action which targets consultancies like McKinsey & Co. and the Boston Consulting Group, sterns from fears that the first are providing trade secrets to the US governments.

India has emerged as a country with some of the highest unregistered businesses in the world. Indonesia has the maximum number of shadow businesses, says a study of 68 countries by Imperial College Business School in London.

Pfizer has abandoned its attempt to buy AstraZeneca for nearly $ 118 billion after the latter refused an offer of 55 pounds a share.

EXTERNAL AGENCY RATING

Rating Agency Name	CARE
Rating	Long term bank facilities : “BBB+”
Rating Explanation	Moderate degree of safety. It carry moderate credit risk.
Date	27.03.2014

Rating Agency Name	CARE
Rating	Short term bank facilities : “A3+”
Rating Explanation	Moderate degree of safety. It carry higher credit risk.
Date	27.03.2014

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. Sameer Khandelwar
Designation :	Finance Manager
Contact No.:	91-22-30620000
Date :	01.07.2014

LOCATIONS

Registered/ Corporate Office:	105/106, 1^ST Floor, Dream Square, Off New Link Road, Andheri (West), Mumbai – 400053, Maharashtra, India
Tel. No.:	91-22-30620000/ 30680640/ 26735682/ 83/ 30680566/ 30653111/ 222
Fax No.:	91-22-30680570/ 26735688
E-Mail :	investorservice@provogue.net info@provogue.net
Website :	www.provogue.com
Factory 1 :	98/8 Ground Floor Daman Industrial Estate Kadaiya Village, Nani Daman, Daman and Diu, India
Factory 2 :	Village Gullarwala Sai Road, Baddi - 173205, Himachal Pradesh, India

DIRECTORS

As on 31.03.2013

Name :	Mr. Nikhil Chaturvedi
Designation :	Managing Director
Qualification :	B.Com
Name :	Mr. Salil Chaturvedi
Designation :	Deputy Managing Director
Qualification :	B. SC, B. E
Name :	Mr. Deep Gupta
Designation :	Whole Time Director
Qualification :	MBA, B. SC
Name :	Mr. Akhil Chaturvedi
Designation :	Whole Time Director
Date of Birth/Age :	20.04.1965
Qualification :	MMS
Experience :	17 Years
Date of Appointment :	17.11.1997
Name :	Mr. Rakesh Rawat
Designation :	Whole Time Director
Date of Birth/Age :	25.05.1970
Qualification :	MBA
Experience :	15 Years
Date of Appointment :	04.09.2004
Name :	Mr. Nigam Patel
Designation :	Non-Executive Director
Date of Birth/Age :	28.02.1970
Qualification :	B.Com
Experience :	15 Years
Date of Appointment :	17.11.1997
Name :	Mr. Amitabh Taneja
Designation :	Independent Director
Date of Birth/Age :	21.10.1967
Qualification :	B. A
Date of Appointment :	13.12.2004
Name :	Mr. Arun Bhargava
Designation :	Independent Director and Chairman
Name :	Mr. Punit Goenka
Designation :	Independent Director
Date of Birth/Age :	20.06.1975
Qualification :	B.Com and P.G in Management
Date of Appointment :	27.11.2009

KEY EXECUTIVES

Name :	Mr. Ajayendra P Jain
Designation :	Company Secretary
Name :	Mr. Sameer Khandelwar
Designation :	Finance Manager

MAJOR SHAREHOLDERS / SHAREHOLDING PATTERN

As on 30.06.2013

Category of Shareholders	No. of Shares	Percentage of Holding
(A) Shareholding of Promoter and Promoter Group
(1) Indian
Individuals / Hindu Undivided Family	37382471	32.69
Any Others (Specify)	15965669	13.96
Limited Liability Partnership	15965669	13.96
Sub Total	53348140	46.65
(2) Foreign
Total shareholding of Promoter and Promoter Group (A)	53348140	46.65
(B) Public Shareholding
(1) Institutions
Financial Institutions / Banks	936506	0.82
Foreign Institutional Investors	9140200	7.99
Sub Total	10076706	8.81
(2) Non-Institutions
Bodies Corporate	10686905	9.35
Individuals
Individual shareholders holding nominal share capital up to Rs. 0.100 Million	22102628	19.33
Individual shareholders holding nominal share capital in excess of Rs. 0.100 Million	9761802	8.54
Any Others (Specify)	8380914	7.33
Clearing Members	601312	0.53
Foreign Corporate Bodies	6000000	5.25
Non-Resident Indians	1779602	1.56
Sub Total	50932249	44.54
Total Public shareholding (B)	61008955	53.35
Total (A)+(B)	114357095	100.00
(C) Shares held by Custodians and against which Depository Receipts have been issued	0	0.00
(1) Promoter and Promoter Group	0	0.00
(2) Public	0	0.00
Sub Total	0	0.00
Total (A)+(B)+(C)	114357095	0.00

Shareholding of securities (including shares, warrants, convertible securities) of persons belonging to the category Promoter and Promoter Group

Sl.No.	Name of the Shareholder	Details of Shares held
		No. of Shares held	As a %
1	Nikhil Anupendra Chaturvedi	1,06,11,995	9.28
2	Salil Anupendra Chaturvedi	1,02,95,135	9.00
3	Rakesh Rawat	41,11,750	3.60
4	Deep Subash Gupta	56,73,445	4.96
5	Nigam Patel	29,12,830	2.55
6	Akhil Anupendra Chaturvedi	29,12,830	2.55
7	Anisha Chaturvedi	1,44,225	0.13
8	Veena Gupta	70,005	0.06
9	Vandana Vaidh	1,620	0.00
10	Anisha Chhabra	22,035	0.02
11	Ghanshyam Rawat	20,500	0.02
12	Pushplata Raawat	36,501	0.03
13	Bala Chhabra	1,00,000	0.09
14	Sushant Chhabra	67,300	0.06
15	Virendra Chhabra	3,92,300	0.34
16	Meerut Festival City LLP	49,25,669	4.31
17	Floro Mercantile Private LLP	62,40,000	5.46
18	Topseed Trading Company LLP	48,00,000	4.20
19	Santosh Subhash Gupta	10,000	0.01
	Total	5,33,48,140	46.65

Shareholding of securities (including shares, warrants, convertible securities) of persons belonging to the category Public and holding more than 1% of the total number of shares

Sl. No.	Name of the Shareholder	No. of Shares held	Shares as %
1	Nailsfield Ltd	6000000	5.25
2	Nailsfield Ltd	5415000	4.74
3	Sandeep G Raheja	4489600	3.93
4	Rajesh R Narang	2324160	2.03
5	Acacia Partners LP	1618875	1.42
6	Fairprice Traders (India) Private Limited	1525195	1.33
	Total	21372830	18.69

Shareholding of securities (including shares, warrants, convertible securities) of persons (together with PAC) belonging to the category “Public” and holding more than 5% of the total number of shares of the company

Sl. No.	Name(s) of the shareholder(s) and the Persons Acting in Concert (PAC) with them	No. of Shares	Shares as %
1	Nailsfield Ltd (includes shareholding through FII)	11415000	9.98
	Total	11415000	9.98

BUSINESS DETAILS

Line of Business :	Manufacturer and Trader of Garments and also Importer and Exporter of Commodities and Goods.
Brand Names :	“PROVOGUE”

GENERAL INFORMATION

No. of Employees :

Information declined by management

Bankers :

· Andhra Bank

· Corporation Bank

· Central Bank of India

· Punjab National Bank

· Bank of India

Facilities :

SECURED LOAN	31.03.2013 (Rs. in Millions)	31.03.2012 (Rs. in Millions)
LONG TERM BORROWINGS
Term loan from banks	659.913	594.686
Less: Interest accrued but not due on borrowings	2.681	6.154
Less: Current maturities of long term debt (disclosed under other current liabilities)	54.500	164.496
Hire purchase loans	1.934	3.386
Less: Current maturities of Long Term Debt (disclosed under other current liabilities)	1.321	1.964
SHORT TERM BORROWINGS
Working capital loans from banks	2081.309	2274.665
TOTAL	2684.654	2700.123

NOTE

LONG TERM BORROWINGS

Term Loans from Banks includes :

i) Rs. 12.146 Millions (PY Rs. 25.308 Millions) term loan from Corporation Bank carries interest @ Base Rate + 3.85% p.a.. The loan is repayable in 20 quarterly instalments along with interest starting from May, 2009. The loan is secured by Equitable Mortgage of factory land and building and Hypothecation, of Plant and Machineries and other moveable assets acquired or to be acquired out of the loan at Baddi, Himachal Pradesh.

ii) Rs. 647.766 Millions (PY Nil) term loan from Bank of India carries interest @ Base Rate + 2.50% per annum. The loan is repayable in 60 stepped up monthly installments commencing from April 2013. The loan is secured by First exclusive charge on future credit card cash flows through escrow account mechanism; Second pari passu charge on movable and immovable fixed assets of the Company and current assets of the Company. All the above loans are further secured by personal guarantee of promoter directors.

iii) Rs. Nil (PY Rs. 289.485 Millions) term loan from Axis Bank carries interest @ BPLR - 3.75% p.a.. The loan was repayable in 60 equal monthly installments along with interest starting from January, 2009. The loan was secured by First charge over future credit card receivables of the Company. It was further secured by pledge on listed shares of the Company. Second parri passu charge on entire fixed assets of the Company other than the assets specifically pledged and current assets of the Company. This loan was squared off during the year.

iv) Rs. Nil (PY Rs. 279.893 Millions) term loan from Axis Bank carries interest @ Base Rate +3.50% p.a. The loan was repayable in 60 unequal and progressing monthly installments along with interest starting from August,2010. The loan was secured by First charge over future credit card receivables of the Company on pari passu basis with existing lender of credit credit card receivable term loan. It was further secured by pledge on listed shares of the Company. Second

parri passu charge on entire fixed assets of the Company other than the assets specifically pledged and current assets of the Company. This loan was squared off during the year.

b) Hire Purchase Loans amounts to Rs. 1.934 Millions (PY 3.386 Millions) are secured by hypothecation of respective vehicles financed. The loan carries interest ranging from 8% to 12.50% p.a. The loan is repayable in 48 to 60 equal monthly instalments starting from the respective date of finance.

SHORT TERM BORROWINGS

Working Capital Loans from Banks includes:

Cash Credit Loan:

Rs. 1394.689 Millions (PY Rs. 1266.597 Millions) - Secured by hypothecation of stocks and book debts, the personal guarantee of promoter directors and further collaterally secured by equitable mortgage of office and factory premises (at Daman) of the Company carrying interest @ 14% to 15% p.a.

Packing Credit Loan and Foreign Bills Purchased:

Rs. 620.529 Millions (PY Rs. 942.776 Millions) - Secured by hypothecation of stocks and book debts of export division and the personal guarantee of promoter directors and further collaterally secured by equitable mortgage of office and factory premises (at Daman) of the Company carrying interest @ 11% to 13% p.a.

Others :

Rs. 66.091 Millions (PY Rs. 65.292 Millions) - secured by lien of approved mutual funds carrying interest @ 10% to 11% p.a.

Banking Relations :	--
Auditors :
Name :	Singrodia Goyal and Company Chartered Accountants
Address :	4A, Kaledonia-HDIL, 2^nd Floor, Sahar Road, Near Andheri Station, Andheri (East), Mumbai - 400069, Maharashtra, India
Enterprises under significant influence :	· Acme Exports · Prozone Capital Shopping Centres Limited · Empire Mall Private Limited
Subsidiaries - The Ownership, Directly or Indirectly through Subsidiary/ Subsidiaries :	· Sporting and Outdoor Ad Agency Private Limited · Pronet Interactive Private limited · Millennium Accessories Limited · ProSFL Private Limited (Formerly known as Oasis Fashions Limited) · Profab Fashions (India) Limited · Provogue Infrastructure Private Limited · Flowers, Plant and Fruits (India) Private Limited · Faridabad Festival City Private Limited · Acme Advertisements Private Limited · Brightland Developers Private Limited · Classique Creators Limited · Prozone Infrastructure Limited · Standard Mall Private Limited · Elite Team HK Limited · Provogue Holding Limited (Singapore)

CAPITAL STRUCTURE

As on 31.03.2013

Authorised Capital :

No. of Shares	Type	Value	Amount
330000000	Equity Shares	Re.1/- each	Rs. 330.000 Millions

Issued, Subscribed & Paid-up Capital :

No. of Shares	Type	Value	Amount
114357095	Equity Shares	Re.1/- each	Rs. 114.357 Millions

NOTES

RECONCILIATION OF SHARES OUTSTANDING AT THE BEGINNING AND AT THE END OF THE PERIOD

Particulars	As at 31.03.2013
Equity Shares	No. in Lakhs	Rs. In Millions
At the beginning of the period	1,143.57	1,143.57
Reduction and reorganization pursuant to The Scheme	--	--
Outstanding at the end of the period	1,143.57	114.357

TERMS / RIGHTS ATTACHED TO EQUITY SHARES

The Company has only one class of equity shares having a par value of Re.1 per share. Each holder of equity share is entitled to one vote per share. The company declares and pays dividends in Indian rupees. The dividend proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting.

In the event of liquidation of the Company, the holder of equity shares will be entitled to receive remaining assets of the Company, after distribution of all preferential amounts. The distribution will be in proportion to the number of equity shares held by the shareholders.

DETAILS OF SHAREHOLDERS HOLDING MORE THAN 5% SHARES IN THE COMPANY:

Particulars	As at 31.03.2013
	No. in Lakhs	% holding
Nailsfield Limited	114.15	9.98
Nikhil Chaturvedi	106.12	9.28
Salil Chaturvedi	102.95	9.00
Floro Mercantile Private Limited	62.40	5.46

OTHER INFORMATION

(i) 29.00 Lacs Equity Shares (of Rs. 10 each fully paid) have been issued as preferential allotment at a premium of Rs. 440 per share in the financial year 2006-07.

(ii) 13.34 Lacs Equity Shares (of Rs. 10 each fully paid) have been issued on conversion of the share warrants issued at Rs. 450 in the ratio of one share per warrant in the financial year 2007-08 and 2008-09.

(iii) 28.50 Lacs Equity Shares (of Rs. 10 each fully paid) have been issued as preferential allotment at a premium of Rs. 1090 per share in the financial year 2008-09.

(iv) The Company has sub divided 1 (one) the equity share of Rs. 10 each (fully paid up) into 5 (five) equity shares of Rs. 2 each (fully paid up) based on the approval of the share holders in the Annual General Meeting held on 15th September, 2008.

(v) 20.50 Lacs Equity Shares of Rs. 2 each have been extinguished under Buy Back Scheme in the financial year 2009-10.

(vi) During the financial year 2011-12, pursuant to The Scheme of Arrangement, 1,143.57 Lacs Equity Shares of Rs.2/- each have been reduced to 1,143.57 Lacs Equity Shares of Re. 1/- each.

FINANCIAL DATA

[all figures are in Rupees Millions]

ABRIDGED BALANCE SHEET

SOURCES OF FUNDS	31.03.2013	31.03.2012	31.03.2011
I. EQUITY AND LIABILITIES
(1)Shareholders' Funds
(a) Share Capital	114.357	114.357	228.714
(b) Reserves & Surplus	5496.554	5380.902	7098.126
(c) Money received against share warrants	0.000	0.000	0.000
(2) Share Application money pending allotment	0.000	0.000	0.000
Total Shareholders’ Funds (1) + (2)	5610.911	5495.259	7326.840
(3) Non-Current Liabilities
(a) long-term borrowings	603.345	425.458	632.771
(b) Deferred tax liabilities (Net)	0.000	0.000	0.000
(c) Other long term liabilities	28.089	30.497	32.206
(d) long-term provisions	1.897	4.010	2.740
Total Non-current Liabilities (3)	633.331	459.965	667.717
(4) Current Liabilities
(a) Short term borrowings	2149.733	2383.476	1699.301
(b) Trade payables	847.543	746.970	551.331
(c) Other current liabilities	76.105	204.633	148.766
(d) Short-term provisions	49.411	44.525	66.036
Total Current Liabilities (4)	3122.792	3379.604	2465.434
TOTAL	9367.034	9334.828	10459.991
II. ASSETS
(1) Non-current assets
(a) Fixed Assets
(i) Tangible assets	451.603	568.858	646.032
(ii) Intangible Assets	8.538	12.238	14.464
(iii) Capital work-in-progress	0.000	0.568	3.593
(iv) Intangible assets under development	0.000	0.000	0.000
(b) Non-current Investments	1261.849	1212.822	2437.986
(c) Deferred tax assets (net)	91.801	66.419	63.589
(d) Long-term Loan and Advances	502.997	562.330	491.938
(e) Other Non-current assets	0.000	10.481	53.014
Total Non-Current Assets	2316.788	2433.716	3710.616
(2) Current assets
(a) Current investments	153.578	148.569	463.849
(b) Inventories	3241.772	2936.446	2718.766
(c) Trade receivables	2035.713	2151.847	1714.638
(d) Cash and cash equivalents	172.164	75.902	156.868
(e) Short-term loans and advances	1373.320	1494.511	1586.226
(f) Other current assets	73.699	93.837	109.028
Total Current Assets	7050.246	6901.112	6749.375
TOTAL	9367.034	9334.828	10459.991

PROFIT & LOSS ACCOUNT

	PARTICULARS		31.03.2013	31.03.2012	31.03.2011
	SALES
		Income	5402.833	6097.249	5653.850
		Other Income	128.658	151.383	172.178
		TOTAL (A)	5531.491	6248.632	5826.028
Less	EXPENSES
		Cost of materials consumed	2493.707	2097.853	1986.535
		Purchases of stock - in – trade	1289.190	1961.383	1825.666
		Changes in inventories of finished goods, work in process and stock in trade	9.412	202.751	(43.615)
		Employee benefits expenses	161.204	180.609	182.247
		Other expenses	850.990	1056.418	979.616
		Exceptional items	3.211	13.300	85.132
		TOTAL (B)	4807.714	5512.314	5015.581
	PROFIT/ (LOSS) BEFORE INTEREST, TAX, DEPRECIATION AND AMORTISATION (A-B) (C)		723.777	736.318	810.447
Less	FINANCIAL EXPENSES (D)		355.724	322.139	260.382
	PROFIT / (LOSS) BEFORE TAX, DEPRECIATION AND AMORTISATION (C-D) (E)		368.053	414.179	550.065
Less/ Add	DEPRECIATION/ AMORTISATION (F)		109.683	118.098	119.309
	PROFIT/ (LOSS) BEFORE TAX (E-F) (G)		258.370	296.081	430.756
Less	TAX (H)		129.427	45.779	96.701
	PROFIT/ (LOSS) AFTER TAX (G-H) (I)		128.943	250.302	334.055
Add	PREVIOUS YEARS’ BALANCE BROUGHT FORWARD		1421.401	1184.390	903.561
Less	APPROPRIATIONS
		Transfer to General Reserve	0.000	0.000	20.000
		Proposed Dividend	11.436	11.436	28.589
		Dividend Distribution Tax	1.855	1.855	4.637
	BALANCE CARRIED TO THE B/S		1537.053	1421.401	1184.390
	EARNINGS IN FOREIGN CURRENCY
		Export Earnings	2143.077	2770.209	2417.669
	TOTAL EARNINGS		2143.077	2770.209	2417.669
	IMPORTS
		Raw Materials	0.000	4.227	7.916
		Trading Goods	1072.167	1277.995	1372.294
		Capital Goods	0.850	0.201	0.000
	TOTAL IMPORTS		1073.017	1282.423	1380.210
	Earnings / (Loss) Per Share (Rs.)		1.13	2.19	2.92

QUARTERLY RESULTS

PARTICULARS	30.06.2013	30.09.2013	31.12.2013	31.03.2014
Type	1^stQuarter	2^nd Quarter	3^rd Quarter	4^th Quarter
Net Sales	1163.700	1598.800	1616.300	1763.600
Total Expenditure	1021.000	1435.500	1443.700	1714.800
PBIDT (Excl OI)	142.700	163.300	172.700	48.800
Other Income	32.400	23.600	17.100	1.200
Operating Profit	175.100	186.900	189.700	49.900
Interest	93.500	89.000	90.700	96.900
Exceptional Items	0.000	0.000	17.200	(155.000)
PBDT	81.600	97.900	116.300	(202.000)
Depreciation	21.600	21.000	21.500	18.800
Profit Before Tax	60.000	76.900	94.800	(220.800)
Tax	14.400	16.500	28.500	(58.000)
Provisions and contingencies	0.000	0.000	0.000	0.000
Profit After Tax	45.600	60.300	66.300	(162.800)
Extraordinary Items	0.000	0.000	0.000	0.000
Prior Period Expenses	0.000	0.000	0.000	0.000
Other Adjustments	0.000	0.000	0.000	0.000
Net Profit	45.600	60.300	66.300	(162.800)

KEY RATIOS

PARTICULARS		31.03.2013	31.03.2012	31.03.2011
PAT / Total Income	(%)	2.33	4.01	5.73
Net Profit Margin (PBT/Sales)	(%)	4.78	4.86	7.62
Return on Total Assets (PBT/Total Assets}	(%)	3.22	3.68	5.42
Return on Investment (ROI) (PBT/Networth)		0.05	0.05	0.06
Debt Equity Ratio (Total Debt/Networth)		0.49	0.51	0.32
Current Ratio (Current Asset/Current Liability)		2.26	2.04	2.74

FINANCIAL ANALYSIS

[all figures are in Rupees Millions]

DEBT EQUITY RATIO

Particular	31.03.2011	31.03.2012	31.03.2013
	(Rs. In Millions)	(Rs. In Millions)	(Rs. In Millions)
Share Capital	228.714	114.357	114.357
Reserves & Surplus	7098.126	5380.902	5496.554
Net worth	7326.840	5495.259	5610.911
long-term borrowings	632.771	425.458	603.345
Short term borrowings	1699.301	2383.476	2149.733
Total borrowings	2332.072	2808.934	2753.078
Debt/Equity ratio	0.318	0.511	0.491

YEAR-ON-YEAR GROWTH

Year on Year Growth	31.03.2011	31.03.2012	31.03.2013
	(Rs. In Millions)	(Rs. In Millions)	(Rs. In Millions)
Sales	5653.850	6097.249	5402.833
		7.842	-11.389

NET PROFIT MARGIN

Net Profit Margin	31.03.2011	31.03.2012	31.03.2013
	(Rs. In Millions)	(Rs. In Millions)	(Rs. In Millions)
Sales	5653.850	6097.249	5402.833
Profit	334.055	250.302	128.943
	5.91%	4.11%	2.39%

LOCAL AGENCY FURTHER INFORMATION

CURRENT MATURITIES OF LONG TERM DEBTS

Particulars	31.03.2013 (Rs. In Millions)	31.03.2012 (Rs. In Millions)	31.03.2011 (Rs. In Millions)
Current maturities of long term debts	55.821	166.460	122.353

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	Yes
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

LITIGATION DETAILS

HIGH COURT OF BOMBAY
CASE DETAILS
BENCH:- BOMBAY
PRESENTATION DATE:- 13/02/2014
LODGING NO:- CHOLL/312/2014		FAILING DATE:- 30/04/2014		REG. NO.: CHOL/312/2014		REG. DATE: 30/04/2014
MAIN MATTER
LODGING NO.: CPL/242/2013
PETITIONER:-	VALIANT GLASS WORKS PRIVATE LIMITED		RESPONDENT:-		PROVOGUE INDIA LTD.-
PETN.ADV:-	RAKESH G. JAIN (0)
DISTRICT:-	MUMBAI
BENCH:-	DIVISION
STATUS:-	PRE-ADMISSION		CATEGORY:-		CHAMBER ORDER
LAST DATE:-	18/06/2014		STAGE:-		FOR HEARING & FINAL DISPOSAL [ORIGINAL SIDE MATTERS]
LAST CORAM:-	REGISTRAR(OS)/PROTHONOTARY & SR. MASTER
ACT:-	CODE OF CIVIL PROCEDURE 1908
ACT:-	INCOME TAX ACT, 1961
UNDER SECTION:-	260A

INDEX OF CHARGES

S.NO.	CHARGE ID	DATE OF CHARGE CREATION/MODIFICATION	CHARGE AMOUNT SECURED	CHARGE HOLDER	ADDRESS	SERVICE REQUEST NUMBER (SRN)
1	10500441	27/05/2014	50,000,000.00	ANDHRA BANK	116 SAURABH, ANDHERI-KURLA ROAD, ANDHERI (EAST), MUMBAI, MAHARASHTRA - 400093, INDIA	C05768296
2	10473616	30/12/2013	25,000,000.00	CORPORATION BANK	SME-MAROL BRANCH,SARHAR BONANZA PLAZA, MAROL, ANDHERI KURLA ROAD ANDHERI-EAST, MUMBAI, MAHARASHTRA - 400059, INDIA	B94720703
3	10469585	25/11/2013	50,000,000.00	ANDHRA BANK	116 SAURABH, ANDHERI - KURLA ROAD, ANDHERI (EAST) , MUMBAI, MAHARASHTRA - 400093, INDIA	B93290542
4	10415018	28/06/2013 *	650,000,000.00	BANK OF INDIA	STAR HOUSE, PLOT NO. C-5, G-BLOCK, BANDRA KURLA COMPLEX, BANDRA EAST, MUMBAI, MAHARASHTRA - 400051, INDIA	B79449385
5	10119379	11/08/2008	62,500,000.00	CORPORATION BANK	SME-MAROL BRANCH,SARHAR BONANZA PLAZA,MAROL, ANDHERI KURLA ROAD ANDHERI-EAST, MUMBAI, MAHARASHTRA - 400059, INDIA	A44548527
6	80017409	28/06/2013 *	2,495,000,000.00	ANDHRA BANK	116 SAURABH, ANDHERI - KURLA ROAD, ANDHERI (EAST), MUMBAI, MAHARASHTRA - 400093, INDIA	B80143431
7	80013146	12/10/2010 *	1,845,000,000.00	ANDHRA BANK	116 SAURABH, ANDHERI - KURLA ROAD, ANDHERI (EAST), MUMBAI, MAHARASHTRA - 400093, INDIA	A97759591

*Date of Charge Modification

CHARGES

ENTITY	PERSON	COMPETENT AUTHORITY	REGULATORY CHARGES	REGULATORY ACTION(S) / DATE OF ORDER	FURTHER DEVELOPMENTS
PROVOGUE (INDIA) LIMITED		NSE	SCHEME OF ARRANGEMENT	SUSPENDED FOR TRADING FROM 07-MAR-2012 02-MAR-2012
PROVOGUE (INDIA) LIMITED		BSE	DID NOT SUBMIT SHAREHOLDING PATTERN UNDER PROVISIONS OF CLAUSE 35 FOR THE QUARTER ENDED 31-DECEMBER-2009	PUT UP ON BSE WEBSITE FOR PUBLIC NOTICE 31-DEC-2009	NOT APPEARING IN THE LIST FOR THE QUARTER ENDED 31-MARCH-2010

UNSECURED LOANS

PARTICULARS	31.03.2013 (Rs. in Millions)	31.03.2012 (Rs. in Millions)
SHORT TERM BORROWINGS
Working capital loans from banks	68.424	108.811
TOTAL	68.424	108.811
NOTE Rs. Nil (PY 67.604 Millions) suppliers bills discounting limit from Indusind bank carries interest @ 0.50% over LCBD rate. Rs. 68.424 Millions (PY 41.207 Millions) suppliers bills discounting limit from SIDBI carries interest rate @ 12% p.a.

CORPORATE INFORMATION

The Company is a listed public company domiciled in India and incorporated under the provisions of the Companies Act, 1956. The Company is engaged in the business of manufacturing, trading of garments. The Company is also in the business of import and export of commodities and goods.

PERFORMANCE REVIEW

The company is continuously expanding its owned retail store base, which will further increase the company’s presence in retail market. The Company has marked a turnover of Rs. 5402.800 Millions for financial year 2012-13 as against Rs. 6097.200 Millions in the financial year 2011-12, Profit after tax for financial year 2012-13 stood at Rs. 128.900 Millions as against Rs. 250.300 Millions in 2011-12.

MANAGEMENT DISCUSSION AND ANALYSIS

ECONOMIC OVERVIEW

India is expected to record 5.7 per cent GDP growth during year ending December 2013. The growth is expected to increase further to 6.7 per cent in 2014-15, according to the World Bank’s latest India Development Update, a bi-annual report on the Indian economy.

Indian companies have invested US$ 1.65 billion abroad in February 2013, according to data released by Reserve Bank of India (RBI). Moreover, India was among the top 20 real estate investment markets globally with investment volume of Rs. 190 billion (US$ 3.46 billion) recorded in 2012, according to Cushman and Wakefield’s report ‘International Investment Atlas’.

India’s services sector has emerged as a prominent sector in terms of its contribution to national and state incomes, a comparison of the services performance done across the top 15 countries over the 11 year period from 2001 to 2011. India stood first in terms of increase in share of services in the gross domestic product (GDP) with 8.1 per cent, among top 15 countries during 2001-2011.

Foreign institutional investors (FIIs) made a net investment(including equity and debt) worth Rs. 1683670.000 Millions (US$ 30.72 billion) in 2012-13, according to data published by Securities and Exchange Board of India (SEBI). Moreover, US$ 310.47 million in the equity and US$ 41.32 million in the debt market were invested by FIIs, as on May 16, 2013.

The cumulative amount of foreign direct investment (FDI) equity inflows into India were worth US$ 191,757 million between April 2000 to February 2013, while FDI equity inflow during April 2012 to February 2013 was recorded as US$ 20,899 million, according to the latest data published by Department of Industrial Policy and Promotion (DIPP).

In addition, the luxury market in India is expected to reach US$ 14.73 billion by 2015 from an estimated US$ 8.21

billion this year, with about 30 per cent of the customers coming from smaller cities.

Non-resident Indians (NRIs) placed deposits aggregating to US$ 14.18 billion in the financial year ended March 2013, registering an increase of 19 per cent over the previous year. Non-resident (external) rupee account or NRE deposits with the banking system jumped 85 per cent (rising by US$ 15.81 billion in FY13 compared to US$ 8.53 billion in FY12), according to Reserve Bank of India data.

Foreign exchange earnings (FEE) from tourism in India registered a growth of 19 per cent to touch Rs. 101860.000 Millions (US$ 1.86 billion) in February 2013 as compared to Rs. 85020.000 Millions (US$ 1.55 billion) during the same period last year.

India’s economic confidence grew by 8 points to 68 per cent in the month of January 2013 as compared to last year making it the second most economically confident country in the world.

India is also expected to be the second largest manufacturing country globally in the next five years, followed by Brazil as the third ranked country, according to Deloitte.

INDUSTRY OVERVIEW

The Retail industry is one of the pillars of the modern Indian economy and accounts for 14-15% of its GDP. The Indian retail market is estimated to be US$ 490 billion and one of the top five retail markets in the world by economic value. India is one of the fastest growing retail markets in the world.

India’s traditional retailing industry essentially consists of the local mom and pop store, owner manned general stores, convenience stores, hand cart and pavement vendors, etc. Contemporary Organised retail accounts for about 5% of the market as of 2012-13. According to industry experts, the next phase of growth is expected to come from Tier 2 and 3 cities and the rural markets. The organised retail segment in India is forecast to grow by over three times during the next five years (from 2012), to reach a figure of US$ 80 billion (as per consultancy firm, Technopak). Also, India’s consumption level will double within five years to an annual figure of US$ 1.5 trillion from the present level of about US$ 800 billion.

PROVOGUE OPERATIONS

Provogue commenced operations as a manufacturer and retailer of apparel under the brand Provogue in 1997. Over time, the brand has gained strong recognition and has grown to become a leading retailer of fashion apparel

and accessories for men and women. Projecting itself as a customer-first company, Provogue constantly strives to provide the Indian consumer complete satisfaction when it comes to their fashion retail needs.

Provogue retails its products through exclusive Provogue Stores and by opening Shop-in-Shop outlets in National Chain Stores (NCS) and Multi Brand Outlets (MBO). As of March 2013, Provogue fashions and accessories were available across 127 Provogue Stores, and 138 Shop-in Shops.

OUTLOOK

A strong brand image, vertical integration in captive manufacturing facilities and diversifying into new retail formats and channels position the Company as an integrated player in the growing domestic consumption story. With the Indian economy on a firm foundation and the organised retail industry surging, the Company is confident that it is well placed to take advantage of the growth opportunities in the coming years.

CONTINGENT LIABILITIES NOT PROVIDED FOR (AS ON 31.03.2013):

a) Letters of Credit outstanding Rs. Nil (PY Rs. 17.641 Millions).

b) Guarantee given by Banks on behalf of the Company Rs. 254.98 Millions. (PY Rs. 14.000 Millions)

c) Corporate Guarantee given on behalf of a Subsidiary Company Rs. 933.276 Millions (PY Rs. 808.866 Millions)

d) Estimated amount of contracts remaining to be executed on capital account (net of advances) Rs. 124.000 Millions (PY Rs. 124.000 Millions)

e) Sales Tax Liability contested in appeals Rs. 6.451 Millions (PY Rs. 6.451 Millions )

f) Stamp Duty Liability not acknowledged as debt Rs. 1.000 Million. (PY Rs. 1.000 Million)

g) Pursuant to the Interim Order dated October 14, 2011 passed by The Hon’ble Supreme Court with regard to the levy of service tax on immovable properties rented out for commercial use, the Company has deposited with the concerned department an amount of Rs. 13.973 Millions in respect of services tax liability upto September 30, 2011. For the balance 50% of the amount, the Company has furnished a solvent surety and has accordingly not provided ( the total amount of ) Rs. 27.947 Millions in the accounts. From October 2011 onwards, the Company is accounting and paying for such service tax regularly.

h) Confirmation letters have been sent in respect of Trade Receivables and Trade Payables. Very few parties have responded to the request, the balances under these heads have been shown as per the books of account and are subject to reconciliation and adjustment, if any. Consequential revenue impact, presently not ascertainable, will be considered as and when determined. However in view of management, effect of the same is not expected to be material.

i) The Income tax authorities had carried out search and seizure operations in January 2012 at the premises of the Company. The Company has filed Income Tax Returns for which notice have been received u/s 153A of The Income Tax Act,1961. Tax expenses includes an amount of Rs. 97.541 Millions representing additional tax liability on income of Rs. 300.634 Millions (not accounted in these financials) offered by the company, during the search and seizure operations relating to earlier year(s) to avoid any protracted litigations.

STATEMENT OF STADALONE AUDITED RESULTS FOR THE QUARTER AND YEAR ENDED MARCH 31,

2014

PART I

(Rs. In Millions)

	Particulars		Quarter Ended		Year Ended
			31.03.2014	31.12.2013		31.03.2014
			(Audited)	(Unaudited)		(Audited)
1	Income from operations
	a. Net Sales/ Income from operations (Net of excise duty)		1723.956	1580.472		5902.183
	b. Other Operating Income		39.635	35.866		241.419
	Total Income from Operations (Net)		1763.591	1616.338		6143.602
2	Expenses
	a. Cost of Materials Consumed		1246.584	973.800		3849.394
	b. Purchase of Stock-in-Trade		329.483	269.741		1076.469
	c. Changes in Inventories of Finished Goods and Stock in trade		(57.835)	(22.512)		(217.665)
	d. Employee Benefits Expenses		29.586	32.850		133.347
	e. Depreciation and amortisation Expense		18.805	21.467		82.927
	f. Other Expenses		167.030	189.794		728.148
	Total Expenses		1733.653	1465.140		5652.620
3	Profit from Operations before Other Income, Finance Costs & Exceptional Items (1-2)		29.938	151.198		490.982
4	Other Income		1.185	17.072		74.271
5	Profit from ordinary activities before Finance Costs & Exceptional Items (3 +/- 4)		31.123	168.270		565.253
6	Finance Costs		96.891	90.673		370.106
7	Profit from ordinary activities after Finance Cost but before exceptional items (5 +/- 6)		(65.768)	77.597		195.147
8	Exceptional Items		155.008	(17.205)		184.293
9	Profit from ordinary activities before Tax (7 +/- 8)		(220.776)	94.802		10.854
10	Tax Expense		(57.996)	28.477		1.423
11	Net Profit from ordinary activities after tax (9 +/- 10)		(162.780)	66.325		9.431
12	Extraordinary items (net of tax expense)		--	--		--
13	Net Profit for the period (11 +/- 12)		(162.780)	66.325		9.431
14	Share of profit/ [loss] of associates		--	--		--
15	Minority Interest*		--	--		--
16	Net Profit/ [Loss] after taxes, minority interest and share of profit/ (loss) of associates (13+14+15)		(162.780)	66.325		9.431
17	Paid-up equity share capital (Face Value per share)		144.357 Re. 1/-	144.357 Re. 1/-		144.357 Re. 1/-
18	Reserve excluding revaluation reserves as per balance sheet of previous accounting year		--	--		5505.895
19.i	Earning per share (Rs.) (before extraordinary iterms) [Not annualised]
	(a) Basic		(1.42)	0.58		0.08
	(b) Diluted		(1.42)	0.50		0.08
19.ii	Earnings per share (Rs, ) (after extraordinary iterms) [Not annualised]
	(a) Basic		(1.42)	0.58		0.08
	(b) Diluted		(1.42)	0.58		0.08
PART - II
A	PARTICULARS OF SHAREHOLDING
1	Public shareholding
	a.	Number of shares	61008955	61008955		61008955
	b.	Percentage of shareholding	53.35%	53.35%		53.35%
2	Promoters and promoter group shareholding
	a.	Pledged/Encumbered
	Number of shares		25522000	25522000		25522000
		Percentage of shares (as a % of the total shareholding of promoter and promoter group)	47.84%	47.84%		47.84%
		Percentage of shares (as a % of the total share capital of the Company)	22.32%	22.32%		22.32%
	b.	Non-encumbered
	Number of shares		27826140	27826140		27826140
		Percentage of shares (as a % of the total shareholding of promoter and promoter group)	52.16%	52.16%		52.16%
		Percentage of shares (as a % of the total share capital of the Company)	24.33%	24.33%		24.33%

B INVESTOR COMPLAINTS FOR THE QUARTER ENDED MARCH 31, 2014

Opening Balance: Nil, Received and Resolved: 01, Closing Balance: Nil

Note:

STATEMENT OF STANDALONE AUDITED RESULTS FOR THE QUARTER AND YEAR ENDED MARCH 31, 2014

(Rs. In Millions)

	Particular	STANDALONE YEAR ENDED 31.03.2014 (AUDITED)
A	EQUITY AND LIABILITIES
1	Shareholders’ funds
	(a) Share capital	114.357
	(b) Reserves and surplus	5505.895
	(c) Money received against share warrants	--
	Sub-total - Shareholders' funds	5620.252
2	Non-current liabilities
	(a) Long-term borrowings	581.829
	(b) Other long-term liabilities	35.056
	(c) Long-term provision	1.478
	Sub-total - Non-current liabilities	618.363
3	Current liabilities
	(a) Short-term borrowings	2214.462
	(b) Trade payables	629.722
	(c) Other current liabilities	74.464
	(d) Short-term provision	34.508
	Sub-total - Current liabilities	2953.156
	TOTAL - EQUITY AND LIABILITIES	9191.771
B	ASSETS
1	Non-current assets
	(a) Fixed assets	379.739
	(b) Non-current investments	1078.339
	(c) Deferred tax assets (net)	96.201
	(d) Long-term loans and advances	570.266
	(e) Other non-current assets	--
	Sub-total - Non-current assets	2124.545
2	Current assets
	(a) Current Investments	131.926
	(b) Inventories	3435.756
	(c) Trade receivables	2353.495
	(d) Cash and cash equivalents	97.007
	(e) Short-term loans and advances	949.491
	(f) Other current assets	99.471
	Sub-total - Current assets	7067.226
	TOTAL - ASSETS	9191.771

NOTES

1. The above mentioned results were reviewed by the Audit Committee and approved by the Board of Directors in their respective meetings held on May 29, 2014.

2. The figures of the last quarter ended March 31, 2014 and March 31, 2013 are the balancing figures between audited figures in respect of full financial year and the published year to date figures up to the third quarter of the relevant financial year.

3. Exceptional Items during the year represents:

(a) Rs. 1.346 Millions and 63.694 Millions for the quarter and year ended respectively, being income from a subsidiary on transfer of an established business on slump sale basis.

(b) Advances written off amounting to Rs. Nil and Rs. 92.980 Millions for the quarter and year ended respectively and

(c) Loss caused due to a major fire in February 2014 at one of the company’s plant located at Daman, amounting to Rs. 156.354 Millions has been accounted during the quarter. The assets were fully insured and claim has been duly lodged by the Company. The Company would account for the claim as and when determined by the insurance company.

4. Tax expenses are net of deferred tax assets and MAT Credit Entitlement Tax expense for the year ended 31st March, 2013 includes an amount of Rs. 97.541 Millions representing additional tax liability on income of Rs. 300.634 Millions (not accounted in those financials) offered by the company, during the search and seizure operations relating to earlier year(s) to avoid any protracted litigations.

5. Figures of the previous period/ year have been reclassified/ regrouped wherever necessary.

6. The above financial statement complies with the applicable accounting standard issued by The Companies Accounting Standard (Rules), 2006.

STATEMENT OF STANDALONE AUDITED RESULTS FOR THE QUARTER AND YEAR ENDED MARCH 2014

Sr. No.	Particulars	STANDALONE
		Quarter Ended		Year Ended
		(Audited)	(Unaudited)	(Audited)
1	Segment Revenue
	a. Domestic	1335.064	1037.615	4037.494
	b. Exports	428.527	578.723	2106.108
	Total	1763.591	1616.338	6143.602
	Less: Inter-Segment Revenue*
	Total	1763.591	1616.338	6143.602
2	Segment Results
	Profit before tax and interest for each
	a. Domestic	4.218	150.740	482.643
	b. Exports	60.145	79.520	346.934
	Total	102.363	230.260	829.577
	Less: i) Interest	96.891	90.673	370.106
	ii) Un-allocable expenses net off income	71.240	61.990	264.324
	iii) Exceptional items	155.008	(17.205)	184.293
	Total Profit before tax	(220.776)	94.802	10.854
	Less: Tax Expenses	(57.996)	28.477	1.423
	Net Profit/ (Loss)	(162.780)	66.325	9.431
3	Capital Employees
	[Segment Assets – Segment Liabilities]
	a. Domestic	2641.524	2774.995	2641.524
	b. Exports	1257.784	931.671	1257.784
	Unallocated Capital Employed	1720.944	2076.356	1720.944
	Total	5620.252	5783.032	5620.252

FIXED ASSETS

v Tangible Assets

· Land

· Buildings – office

· Buildings – Factory

· Plant and Machinery

· Furniture and Fixtures – Studios

· Furniture and Fixtures – Others

· Office Equipments

· Vehicles

· Computers

v Intangible Assets

· Trade Mark - Provogue UK

· Computer Software

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.59.97
UK Pound	1	Rs.102.90
Euro	1	Rs.82.02

INFORMATION DETAILS

Information Gathered by :	PLK
Analysis Done by :	DIV
Report Prepared by :	MRI

SCORE & RATING EXPLANATIONS

SCORE FACTORS	RANGE	POINTS
HISTORY	1~10	5
PAID-UP CAPITAL	1~10	6
OPERATING SCALE	1~10	6
FINANCIAL CONDITION
--BUSINESS SCALE	1~10	6
--PROFITABILIRY	1~10	5
--LIQUIDITY	1~10	5
--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	YES
--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	YES
--OTHER MERIT FACTORS	YES/NO	YES
DEFAULTER
--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.