MIRA INFORM REPORT

Report Date :

10.05.2014

IDENTIFICATION DETAILS

Name :	VVF (INDIA) LIMITED (w.e.f. 19.05.2011)
Formerly Known As :	VVF (INDIA) PRIVATE LIMITED
Registered Office :	109, Opposite Sion Fort Garden, Sion East, Mumbai – 400022, Maharashtra
Country :	India
Financials (as on) :	31.03.2013
Date of Incorporation :	22.11.2010
Com. Reg. No.:	11-210239
Capital Investment / Paid-up Capital :	Rs.151.177 Millions
CIN No.: [Company Identification No.]	U24296MH2010PLC210239
Legal Form :	A Closely Held Public Limited Liability Company
Line of Business :	Manufacture of Toilet Soaps, Fatty Acids and Fatty Alcohols.
No. of Employees :	Information declined by the management

RATING & COMMENTS

MIRA’s Rating :

B (30)

RATING		STATUS	PROPOSED CREDIT LINE
26-40	B	Capability to overcome financial difficulties seems comparatively below average.	Small

Maximum Credit Limit :	USD 5300000
Status :	Moderate
Payment Behaviour :	Slow but correct
Litigation :	Clear
Comments :	Subject is an established company having a moderate track record. Company has incurred loss from its operation in the year 2013. External borrowing of the company seems to be huge. However, trade relation are fair. Business is active. Payment terms are slow but correct. The company can be considered for business dealings with some caution.

NOTES :

Any query related to this report can be made on e-mail : infodept@mirainform.com while quoting report number, name and date.

ECGC Country Risk Classification List – March 31, 2014

Country Name	Previous Rating (31.12.2013)	Current Rating (31.03.2014)
India	A1	A1

Risk Category	ECGC Classification
Insignificant	A1
Low	A2
Moderate	B1
High	B2
Very High	C1
Restricted	C2
Off-credit	D

INDIAN ECONOMIC OVERVIEW

US investment bank Goldman Sachs  has upgraded its outlook on Indian markets as it expects positive impact of the election cycle.

India’s economy may grow 4.7 % in the current financial year, lower than the official estimate of 4.9 %, Fitch Rating said. The global rating agency expects the economy to pick up in the next two financial years.

Global ratings agency Standard & Poor said increasing focus by India Inc on lowering debt is likely to improve their credit profiles.

Singapore (1.1 million Indian tourists in 2012), Thailand (one million), the United Arab Emirates ().98 million) and Malaysia ().82 million) emerged as the preferred holidays hotspots for Indians. The total figure is expected to increase to 1.93 million by 2017, according to the latest Eurmonitor international report.

There is a $29.34 bn outward foreign direct investment by domestic companies between April and January of 2013/14 which has seen some signs of recovery according to a Care Ratings report.

There are 264 number of new companies being set up every day on average during 2014. Most of them are registered in Mumbai. India had 1.38 million registered companies at the end of January, 2014.

Twitter like messaging service Weibo Corporation has filed to raise $ 500 million via a US initial public offering. Alibaba, which owns a stake in Weibo is expected to raise about $ 15 billion New York this year in the highest profile Internet IPO since Facebook’s in 2012.

Bharti Airtel has raised Rs.2,453.2 crore (350 million Swiss Francs) by selling six-year bonds at a coupon rate of three per cent and maturing in 2020. This is the largest ever bond offering by an Indian company in Swiss Francs. Bharat Petroleum Corporation raised 175 million Swiss Francs by selling five year bonds at 2.98 % coupon rate in February.

Indian Oil Corporation plans to invest Rs 7650 crore in setting up a petrochemical complex at its almost complete Paradip refinery in Odhisha in three to four years. The company board is set to consider the setting up of a 700000 tonne per annum polypropylene plant at an estimated cost at Rs.3150 crore.

Global chief information officers at gathering in Bangalore in April to meet Indian startups at an event called Tech50 Watchout for Little Eye Labs-Facebook type deals in the making.

EXTERNAL AGENCY RATING

Rating Agency Name	ICRA
Rating	Term Loan: BB
Rating Explanation	Inadequate credit quality and high credit risk.
Date	18.03.2014

Rating Agency Name	ICRA
Rating	Non fund based limits: A4+
Rating Explanation	Minimal degree of safety and very high credit risk.
Date	18.03.2014

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

Management Non Co-operative (91-22-40282000)

LOCATIONS

Registered Office :	109, Opposite Sion Fort Garden, Sion East, Mumbai – 400022, Maharashtra, India
Tel. No.:	91-22-40282000/2250
Fax No.:	91-22-24086698
E-Mail :	mohan.sonar@vvfltd.com
Factory :	Located at · Baddi, Himachal Pradesh, India

DIRECTORS

As on 30.09.2013

Name :

Mr. Rustom Godrej Joshi

Designation :

Managing director

Address :

501, Marker Mansion, 623 Lady Jehangir Road, Parsee Colony, Dadar, Mumbai – 400014, Maharashtra, India

Date of Birth/Age :

05.05.1953

Date of Appointment :

01.12.2013

DIN No.:

00277901

Other Directorship:

S.No.	CIN/LLPIN	Name of the Company/ LLP	Current designation of the Director/ Designated Partner	Date of appointment at current designation	Original date of appointment	Date of cessation	Company/ LLP Status	Defaulting status
1	U99999MH1939PLC002994	V V F LIMITED	Managing director	01/10/2012	24/11/1972	-	Active	NO
2	U99999MH1979PTC022023	RF EXPORTS PRIVATE LIMITED	Director	21/12/1979	21/12/1979	-	Active	NO
3	U15140MH1979PTC022030	VITA OIL PRIVATE LIMITED	Director	22/12/1979	22/12/1979	-	Active	NO
4	U65990MH1979PTC022035	GODSIL INVESTMENTS PRIVATE LIMITED	Director	22/12/1979	22/12/1979	-	Active	NO
5	U24118MH1985PTC037964	NAVSARI OIL PRODUCTS PRIVATE LIMITED	Director	03/10/1986	03/10/1986	-	Active	NO
6	U51900MH2000PTC127812	SYNERGY INDIA MARKETING PRIVATE LIMITED	Director	01/11/2000	01/11/2000	-	Active	NO
7	U45400MH2010PTC210101	NAVIMUMBAI INFRASTRUCTURE DEVELOPMENT PRIVATE LIMITED	Director	16/11/2010	16/11/2010	-	Active	NO
8	U45400MH2010PTC210098	VVF INFRASTRUCTURE PRIVATE LIMITED	Director	16/11/2010	16/11/2010	-	Active	NO
9	U24296MH2010PLC210239	VVF (INDIA) LIMITED	Managing director	01/12/2013	22/11/2010	-	Active	NO
10	U24230MH2004PTC145489	VITA BIOPHARMA PRIVATE LIMITED	Additional director	09/01/2013	09/01/2013	-	Amalgamated	NO
11	U51909MH2005PTC156458	VITA TRADING PRIVATE LIMITED	Director	30/09/2013	09/01/2013	-	Active	NO

Name :

Mr. Faraz Godrej Joshi

Designation :

Managing director

Address :

40 – A, Hillastone, B G Kher Marg, Malabar Hill, Mumbai – 400006, Maharashtra, India

Date of Birth/Age :

21.07.1946

Date of Appointment :

17.12.2013

DIN No.:

00278206

Other Directorship:

S.No.	CIN/LLPIN	Name of the Company/ LLP	Current designation of the Director/ Designated Partner	Date of appointment at current designation	Original date of appointment	Date of cessation	Company/ LLP Status	Defaulting status
1	U99999MH1939PLC002994	V V F LIMITED	Director	01/06/2012	24/11/1972	-	Active	NO
2	U99999MH1979PTC022023	RF EXPORTS PRIVATE LIMITED	Director	21/12/1979	21/12/1979	-	Active	NO
3	U65990MH1979PTC022035	GODSIL INVESTMENTS PRIVATE LIMITED	Director	22/12/1979	22/12/1979	-	Active	NO
4	U15140MH1979PTC022030	VITA OIL PRIVATE LIMITED	Director	22/12/1979	22/12/1979	-	Active	NO
5	U24118MH1985PTC037964	NAVSARI OIL PRODUCTS PRIVATE LIMITED	Director	03/10/1986	03/10/1986	-	Active	NO
6	U51900MH2000PTC127812	SYNERGY INDIA MARKETING PRIVATE LIMITED	Director	01/02/2010	01/02/2010	-	Active	NO
7	U24296MH2010PLC210239	VVF (INDIA) LIMITED	Managing director	17/12/2013	01/06/2012	-	Active	NO

Name :

Mr. Shanaz Arunak Diwan

Designation :

Managing director

Address :

40 – A, Hillastone, B G Kher Marg, Malabar Hill, Mumbai – 400006, Maharashtra, India

Date of Birth/Age :

22.02.1950

Date of Appointment :

17.12.2013

DIN No.:

02019387

Other Directorship:

S.No.	CIN/LLPIN	Name of the Company/ LLP	Current designation of the Director/ Designated Partner	Date of appointment at current designation	Original date of appointment	Date of cessation	Company/ LLP Status	Defaulting status
1	U99999MH1939PLC002994	V V F LIMITED	Director	01/06/2012	01/02/2008	-	Active	NO
2	U45400MH2010PTC210098	VVF INFRASTRUCTURE PRIVATE LIMITED	Director	16/11/2010	16/11/2010	-	Active	NO
3	U24296MH2010PLC210239	VVF (INDIA) LIMITED	Managing director	17/12/2013	22/11/2010	-	Active	NO
4	U45400MH2010PTC210101	NAVIMUMBAI INFRASTRUCTURE DEVELOPMENT PRIVATE LIMITED	Director	27/09/2011	30/03/2011	-	Active	NO
5	U24230MH2004PTC145489	VITA BIOPHARMA PRIVATE LIMITED	Director	29/09/2012	09/01/2012	-	Amalgamated	NO

Name :

Mr. Ramesh Ramachandran Venkat

Designation :

Nominee director

Address :

1201 Marathon Heights, Pandurang Budhkar Marg, Worli, Mumbai – 400013, Maharashtra, India

Date of Birth/Age :

14.03.1964

Date of Appointment :

24.10.2011

DIN No.:

00003410

Other Directorship:

S.No.	CIN/LLPIN	Name of the Company/ LLP	Current designation of the Director/ Designated Partner	Date of appointment at current designation	Original date of appointment	Date of cessation	Company/ LLP Status	Defaulting status
1	L65910MH1991PLC062067	FORTUNE FINANCIAL SERVICES (INDIA) LIMITED	Director	28/03/2003	28/03/2003	09/07/2013	Active	NO
2	L99999MH1951PLC008485	DIL LIMITED	Director	29/07/2004	29/07/2004	26/04/2008	Active	NO
3	U92100MH2004PLC145627	WHITE STRIPES ENTERTAINMENT LIMITED	Director	25/04/2005	25/04/2005	-	Amalgamated	NO
4	U72900MH2001PLC131600	RELIANCE IDC LIMITED	Director	23/07/2005	23/07/2005	28/10/2010	Active	NO
5	U99999MH2000PLC125991	MATRIX INNOVATIONS LIMITED	Director	23/07/2005	23/07/2005	02/11/2010	Amalgamated	NO
6	U51900MH1999PLC121491	RELIANCE INFOINVESTMENTS LIMITED	Director	23/07/2005	23/07/2005	-	Amalgamated	NO
7	U66010MH2000PLC128301	RELIANCE GILTS LIMITED	Director	20/04/2006	20/04/2006	21/12/2012	Active	NO
8	U85199KA1999PTC025676	MEDI ASSIST INDIA TPA PRIVATE LIMITED	Director	11/07/2007	11/05/2006	28/05/2011	Active	NO
9	U74999MH2007PTC168616	SERENDIP ADVISORS PRIVATE LIMITED	Additional director	24/03/2007	24/03/2007	-	Active	NO
10	U65923MH2007PTC174326	TELECOM INFRASTRUCTURE FINANCE PRIVATE LIMITED	Director	30/09/2008	20/09/2007	10/09/2011	Active	NO
11	U74210MH2005PLC153010	RELIANCE EQUITY ADVISORS (INDIA) LIMITED	Director	20/08/2008	07/04/2008	-	Active	NO
12	U67190MH2007PLC175180	FORTUNE CREDIT CAPITAL LIMITED	Director	25/08/2012	24/10/2008	31/07/2013	Active	NO
13	U74120MH1994PLC077946	INTIME EQUITIES LIMITED	Director	29/08/2009	24/10/2008	01/08/2011	Active	NO
14	U45200MH2006PLC161190	RELIANCE ASSET RECONSTRUCTION COMPANY LIMITED	Director	24/09/2009	15/04/2009	04/04/2013	Active	NO
15	U65999MH2008PTC187126	RELIANCE ALTERNATIVE INVESTMENTS SERVICES PRIVATE LIMITED	Director	30/09/2011	14/01/2011	-	Active	NO
16	U24296MH2010PLC210239	VVF (INDIA) LIMITED	Nominee director	24/10/2011	14/10/2011	-	Active	NO
17	U99999MH1939PLC002994	V V F LIMITED	Nominee director	24/10/2011	14/10/2011	28/09/2012	Active	NO

Name :

Mr. Prabhakar Dev

Designation :

Director

Address :

601 Phonix House, 91 Sayaji Road, Prabhadevi, Mumbai -400025, Maharashtra, India

Date of Birth/Age :

16.05.1950

Date of Appointment :

30.09.2013

DIN No.:

00304503

Other Directorship:

S.No.	CIN/LLPIN	Name of the Company/ LLP	Current designation of the Director/ Designated Partner	Date of appointment at current designation	Original date of appointment	Date of cessation	Company/ LLP Status	Defaulting status
1	L01119KL1978PLC002947	HARRISONS MALAYALAM LTD	Managing director	27/07/2000	27/07/2000	12/04/2008	Active	NO
2	L99999MH1922PLC000987	GREAVES COTTON LIMITED	Director	23/10/2009	23/01/2009	05/11/2011	Active	NO
3	U35914MH2008PLC181085	GREAVES AUTO LIMITED	Director	05/08/2010	29/04/2009	04/11/2011	Active	NO
4	U85100MH1946GAP005082	BREACH CANDY HOSPITAL TRUST	Additional director	30/11/2010	30/11/2010	20/03/2012	Active	NO
5	U24296MH2010PLC210239	VVF (INDIA) LIMITED	Director	30/09/2013	24/04/2013	-	Active	NO

Name :

Mr. Ramesh Doraiswami

Designation :

Director

Address :

Flat No. 1012, Building No. 1, S No. 65/1/2A/2/3, Clover Belvedere, Ghorpadi, Pune – 411001, Maharashtra, India

Date of Birth/Age :

28.12.1964

Date of Appointment :

30.09.2013

DIN No.:

06552391

Other Directorship:

S.No.	CIN/LLPIN	Name of the Company/ LLP	Current designation of the Director/ Designated Partner	Date of appointment at current designation	Original date of appointment	Date of cessation	Company/ LLP Status	Defaulting status
1	U24296MH2010PLC210239	VVF (INDIA) LIMITED	Director	30/09/2013	01/07/2013	-	Active	NO

KEY EXECUTIVES

Name :	Mr. Mohan Parshuram Sonar
Designation :	Secretary
Address :	B3/204, Runwal Estate, Ghodunder Road, Manpada, Thane – 400607, Maharashtra, India
Date of Birth/Age :	15.06.1967
Date of Appointment :	01.06.2012
PAN No.:	ANMPS7378G

MAJOR SHAREHOLDERS / SHAREHOLDING PATTERN

As on 30.09.2013

Names of Shareholders (Equity Shares)	No. of Shares
Rustom Godrej Joshi	5737250
Faraz Godrej Joshi	5749750
Shanaz Arunak Diwan	782250
Neville Rustom Joshi	12500
VVF (India) Employees Benefit Trust, India	217500
Rustom Joshi Jointly with Neville Rustom Joshi	250
Reliance Alternative Investments Fund – Private Equity Scheme I, acting Through Reliance Alternative Investment Services Private Limited, India	2560750
Total	15060250

Names of Shareholders (Preference Shares)	No. of Shares
Faraz Godrej Joshi Jointly with Rustom Joshi	19558
Rustom Godrej joshi Jointly with Faraz Joshi	19557
R F Exports Private Limited, India	10150
Shanaz Arunak Diwan	3595
Vita Oil Private Limited, India	2000
Navsari Oil Products Private Limited, India	1501
VVF Employees Benefit Trust, India	1000
Godsil Investments	2
Neville Rustom Joshi	1
Total	57364

Equity Share Break up (Percentage of Total Equity)

As on 30.09.2013

Category	Percentage
Directors or relatives of Directors	81.55
Other top fifty shareholders	18.45
Total	100.00

BUSINESS DETAILS

Line of Business :

Manufacture of Toilet Soaps, Fatty Acids and Fatty Alcohols.

Products :

Item Code No.	Product Description
38237090	Processed Oil (consists of fatty Alcohol and fatty Acid)
34011120	Toilet Soaps and Soap noodles
33049120	Talc Powder

GENERAL INFORMATION

No. of Employees :

Information declined by the management

Bankers :

· Bank of India, Mumbai Large Corpoate Branch, Oriental Building 364, D. N. Road, Fort, Mumbai - 400001, Maharashtra, India

· Central Bank of India, Corporate Finance Branch, Chander Mukhi, Ground Floor, Nariman Point, Mumbai - 400021, Maharashtra, India

· ICICI Bank Limited, ICICI Bank Towers, Bandra Kurla Complex, Bandra (East), Mumbai - 400051, Maharashtra, India

· IDBI Bank Limited, IDBI Towerwtc Complex, Cuffe Parade, Mumbai - 400005, Maharashtra, India

· Export Import Bank of India, Centre One Building, Floor 21, World trade Centre complex, Cuffe Parade, Mumbai - 400005, Maharashtra, India

Facilities :

Secured Loan	31.03.2013 (Rs. in Millions)	31.03.2012 (Rs. in Millions)
Long-term Borrowings
Rupee term loans from banks	432.502	692.500
Foreign currency term loans from banks	0.000	178.255
Term loans from others	75.900	74.850
Short-term borrowings
Working capital loans from banks	5702.320	5767.153
Total	6210.722	6712.758

Banking Relations :	--
Auditors :
Name :	B S R and Associates Chartered Accountants
Address :	Mumbai, Maharashtra, India
PAN N Income-tax PAN of auditor or auditor's firm :	AADFB6889R
Holding company:	· VVF Limited (upto 10.10.2011)
Enterprises which are owned, or have significant influence of or are partners with Key management personnel and their relatives:	· Navsari Oil Products Private Limited, India [U24118MH1985PTC037964] · Vita Oil Private Limited, India [U15140MH1979PTC022030] · VVF Spolka z.o.o · VVF LLC · Navnirman Urja Shakti Private Limited, India [U40101MH2010PTC208630] · VVF FZCO · Synergy India Marketing Private Limited, India [U51900MH2000PTC127812] · RF Exports Private Limited, India [U99999MH1979PTC022023] · VVF Infrastructure Private Limited, India [U45400MH2010PTC210098] · Vita Trading Private Limited, India [U51909MH2005PTC156458] · Green Planet Industries LLC
Other Related party:	· PT VVF Indonesia · Vita Biopharma Private Limited, India [U24230MH2004PTC145489]
Subsidiary company:	· Navimumbai Infrastructure Development Private Limited, India [U45400MH2010PTC210101]

CAPITAL STRUCTURE

As on 31.03.2013

Authorised Capital :

No. of Shares	Type	Value	Amount
19940000	Equity Shares	Rs.10/- each	Rs. 199.400 Millions
60000	Preference Shares	Rs.10/- each	Rs. 0.600 Million
	Total		Rs. 200.000 Millions

Issued, Subscribed & Paid-up Capital :

No. of Shares	Type	Value	Amount
15060250	Equity Shares	Rs.10/- each	Rs. 150.603 Millions
57364	Preference Shares	Rs.10/- each	Rs. 0.574 Million
	Total		Rs. 151.177 Millions

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	151.177	0.500	0.500
(b) Reserves & Surplus	1184.239	999.030	(0.012)
(c) Money received against share warrants	0.000	0.000	0.000
(2) Share Application money pending allotment	0.000	0.574	0.000
Total Shareholders’ Funds (1) + (2)	1335.416	1000.104	0.488
(3) Non-Current Liabilities
(a) long-term borrowings	630.610	1098.315	0.000
(b) Deferred tax liabilities (Net)	0.000	0.000	0.000
(c) Other long term liabilities	0.000	0.000	0.000
(d) long-term provisions	184.925	173.117	0.000
Total Non-current Liabilities (3)	815.535	1271.432	0.000
(4) Current Liabilities
(a) Short term borrowings	5776.621	7498.111	0.000
(b) Trade payables	5228.681	3450.418	0.000
(c) Other current liabilities	1041.061	1518.458	0.024
(d) Short-term provisions	181.531	181.220	0.000
Total Current Liabilities (4)	12227.894	12648.207	0.024
TOTAL	14378.845	14919.743	0.512
II. ASSETS
(1) Non-current assets
(a) Fixed Assets
(i) Tangible assets	6043.877	5299.710	0.000
(ii) Intangible Assets	12.095	16.171	0.000
(iii) Capital work-in-progress	50.070	1036.558	0.000
(iv) Intangible assets under development	0.000	0.000	0.000
(b) Non-current Investments	74.728	74.808	0.000
(c) Deferred tax assets (net)	0.000	0.000	0.000
(d) Long-term Loan and Advances	1121.521	1063.892	0.000
(e) Other Non-current assets	0.836	0.288	0.000
Total Non-Current Assets	7303.127	7491.427	0.000
(2) Current assets
(a) Current investments	0.000	0.000	0.000
(b) Inventories	3560.724	3246.795	0.000
(c) Trade receivables	2253.354	2657.743	0.000
(d) Cash and cash equivalents	214.834	188.387	0.491
(e) Short-term loans and advances	966.808	1280.720	0.021
(f) Other current assets	79.998	54.671	0.000
Total Current Assets	7075.718	7428.316	0.512
TOTAL	14378.845	14919.743	0.512

PROFIT & LOSS ACCOUNT

	PARTICULARS		31.03.2013	31.03.2012	31.03.2011
	SALES
		Income	17826.737	19859.014	0.000
		Other Income	72.394	70.793	0.000
		TOTAL (A)	17899.131	19929.807	0.000
Less	EXPENSES
		Cost of materials consumed	12552.914	14481.671	0.000
		Purchases of stock-in-trade	594.800	518.593	0.000
		Changes in inventories of finished goods, work-in-progress and stock-in-trade	(65.609)	175.713	0.000
		Employee benefit expense	886.278	824.821	0.000
		Other expenses	3214.277	2829.216	0.012
		TOTAL (B)	17182.660	18830.014	0.012
Less	PROFIT / (LOSS) BEFORE INTEREST, TAX, DEPRECIATION AND AMORTISATION (A-B) (C)		716.4171	1099.793	(0.012)
Less	FINANCIAL EXPENSES (D)		901.492	973.979	0.000
	PROFIT / (LOSS) BEFORE TAX, DEPRECIATION AND AMORTISATION (C-D) (E)		(185.021)	125.814	(0.012)
Less/ Add	DEPRECIATION/ AMORTISATION (F)		881.650	836.951	0.000
	PROFIT / (LOSS) BEFORE TAX (E-F) (G)		(1066.671)	(711.137)	(0.012)
Less	TAX (H)		0.000	0.000	0.000
	PROFIT / (LOSS) AFTER TAX (G-H) (I)		(1066.671)	(711.137)	(0.012)
	EARNINGS IN FOREIGN CURRENCY
		Export on F.O.B. basis	6590.593	5907.903	0.000
		Services	2.769	220.874	0.000
		Interest	23.701	7.879	0.000
		Freight income	0.000	261.293	0.000
	TOTAL EARNINGS		6617.063	6397.949	0.000
	IMPORTS
		Raw Materials	6585.658	6197.462	0.000
		Stores & Spares	22.556	9.548	0.000
		Capital Goods	16.177	337.005	0.000
	TOTAL IMPORTS		6624.391	6544.015	0.000
	Earnings / (Loss) Per Share (Rs.)		(77.15)	(56.89)	(0.35)

KEY RATIOS

PARTICULARS		31.03.2013	31.03.2012	31.03.2011
PAT / Total Income	(%)	(5.96)	(3.57)	0.00
Net Profit Margin (PBT/Sales)	(%)	(5.98)	(3.58)	0.00
Return on Total Assets (PBT/Total Assets}	(%)	(7.48)	(5.15)	0.00
Return on Investment (ROI) (PBT/Networth)		(0.80)	(0.71)	(0.02)
Debt Equity Ratio (Total Debt /Networth)		4.80	8.60	0.00
Current Ratio (Current Asset/Current Liability)		0.58	0.59	21.33

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	0.500	0.500	151.177
Reserves & Surplus	(0.012)	999.03	1184.239
Net worth	0.488	999.530	1,335.416
long-term borrowings	0.000	1098.315	630.61
Short term borrowings	0.000	7498.111	5776.621
Total borrowings	0.000	8,596.426	6,407.231
Debt/Equity ratio	0.000	8.600	4.798

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	0.000	19859.014	17826.737
			(10.234)

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	0.000	19859.014	17826.737
Profit	(0.012)	(711.137)	(1066.671)
		(3.58%)	(5.98%)

LOCAL AGENCY FURTHER INFORMATION

Sr. No.	Check List by Info Agents	Available in Report (Yes / No)
1]	Year of Establishment	Yes
2]	Locality of the firm	Yes
3]	Constitutions of the firm	Yes
4]	Premises details	No
5]	Type of Business	Yes
6]	Line of Business	Yes
7]	Promoter's background	Yes
8]	No. of employees	No
9]	Name of person contacted	No
10]	Designation of contact person	No
11]	Turnover of firm for last three years	Yes
12]	Profitability for last three years	Yes
13]	Reasons for variation <> 20%	--
14]	Estimation for coming financial year	No
15]	Capital in the business	Yes
16]	Details of sister concerns	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

PERFORMANCE/ OPERATIONS REVIEW

The performance of the Company during the current financial year was affected due to certain factors like slowdown in consumption, slower growth in urban areas leading to decrease in volume growth, increase in raw material cost, inflation, lower GDP growth, policy delays, high interest rates, higher deficit and forex volatility. The revenue realization decreased by 10.19% and resulting decrease in finance cost by 7.74%. Due to above factors the company has incurred a loss of Rs.106.66 Crores.

FUTURE OUTLOOK

The Company is one of the largest producer and exporter of Oleo chemicals in India and also one of largest contract manufacturer of Personal care products in the country. The Company is mainly engaged in the business of manufacturing and sale of personal care products and Oleo chemicals. Oleo division of the Company expects favorable demand globally in the year 2013. The prices are expected to be stable in the first half of the year 2013. However due to new upcoming facilities across the globe in the second half of the year, higher input cost and softening of demand is expected.

Indonesian operations are expected to begin in Second Quarter of Financial year 2013-14. This will bring efficiency in sourcing and a respite from export taxes in the ASEAN region. This is expected to significantly impact the profitability of Oleo business.

The Company has implemented the forex policy stringently to avoid incurring heavy losses in the future. PCP division is expected to maintain a stable performance and continued customer support. COB has performed well compared to previous year. More emphasis will be given on brand building and marketing strategies to increase sales and profitability in coming years. Overall the Company is expected to perform better in year 2013-14 with stable input costs and contained forex risk.

SCHEME OF AMALGAMATION

The Board of Directors of the Company at its meeting held on 11th February, 2013 approved the Scheme of Amalgamation of Vita Biopharma Private Limited, a Wholly Owned Subsidiary with the Company. The Scheme was also approved by the Shareholders and further Sanctioned by Hon’ble High Court of Bombay vide its Order dated 5th July 2013. The certified copy of the aforesaid Scheme was received by the Company on 26th July, 2013 and subsequently filed with the Registrar of Companies, Maharashtra at Mumbai on 23rd August, 2013 and therefore the Scheme become effective from 23rd August, 2013.

Pursuant to the aforesaid Scheme of Amalgamation, the entire business and whole of the undertaking of Vita Biopharma Private Limited (Transferor Company) has been transferred to the Company from the appointed date i.e. April 1, 2012 and accordingly all the business of Vita Biopharma Private Limited. will now be carried on by the Company.

COMPANY OVERVIEW

Subject is a public company domiciled and headquartered in India. It was incorporated under the Companies Act, 1956 (the Act) on 22 November 2010. The Company is primarily engaged in manufacture of Toilet Soaps, Fatty Acids and Fatty Alcohols. The Company has operations worldwide and caters to both domestic and international markets.

During the previous year, the Scheme of Arrangement of demerger between VVF Limited (Demerged Company) and VVF (India) Limited (Resulting Company) and their respective shareholders was approved by the Honorable High Court of Judicature at Bombay on 20 April 2012.

The Company had received the certified copy of the High Court Order on 11 May 2012 and the Scheme has become effective from 1 June 2012 i.e. date of filing of the said order with the Registrar of Companies. Subsequent to the year-end, the Scheme of Amalgamation of Vita Biopharma Private Limited (VBP) into VVF (India) Limited was approved by the Honorable High Court of Judicature at Bombay on 5 July 2013. The Company has received the certified copy of the High Court Order on 26 July 2013 and the Scheme has become effective from 23 August 2013 i.e. date of filing of the said order with the Registrar of the Companies.

UNSECURED LOAN

PARTICULARS	31.03.2013 (Rs. in Millions)	31.03.2012 (Rs. in Millions)
Long-term Borrowings
Term loans from banks	122.208	152.710
Short-term borrowings
Fully convertible debentures others	0.000	1360.000
Other loans and advances, others	74.301	370.958
Total	196.509	1883.668

INDEX OF CHARGES

S.NO.	CHARGE ID	DATE OF CHARGE CREATION/MODIFICATION	CHARGE AMOUNT SECURED	CHARGE HOLDER	ADDRESS	SERVICE REQUEST NUMBER (SRN)
1	10437124	02/07/2013	500,000,000.00	BANK OF INDIA	MUMBAI LARGE CORPOATE BRANCH, ORIENTAL BUILDING 3 64, D. N. ROAD, FORT, MUMBAI, MAHARASHTRA - 400001, INDIA	B79729240
2	10425699	17/04/2013	400,000,000.00	CENTRAL BANK OF INDIA	CORPORATE FINANCE BRANCH, CHANDER MUKHI, GROUND FLOOR, NARIMAN POINT, MUMBAI, MAHARASHTRA - 400021, INDIA	B75054379
3	10415957	25/03/2013	800,000,000.00	ICICI BANK LIMITED	ICICI BANK TOWERS, BANDRA KURLA COMPLEX, BANDRA (EAST), MUMBAI, MAHARASHTRA - 400051, INDIA	B72058035
4	10407440	19/02/2013	200,000,000.00	IDBI BANK LIMITED	IDBI TOWERWTC COMPLEX, CUFFE PARADE, MUMBAI, MAHA RASHTRA - 400005, INDIA	B69352961
5	10402511	02/07/2013 *	400,000,000.00	BANK OF INDIA	MUMBAI LARGE CORPOATE BRANCH, ORIENTAL BUILDING 3 64, D. N. ROAD, FORT, MUMBAI, MAHARASHTRA - 400001, INDIA	B79726634
6	10366868	01/06/2012	95,400,000.00	HENKEL INDIA LIMITED	43A, T. H. ROAD, KKD NAGAR,, KODUNGAIYUR, CHENNAI, TAMIL NADU - 600118, INDIA	B44281962
7	10361401	01/06/2012	1,500,000,000.00	CENTRAL BANK OF INDIA	INDUSTRIAL FINANCE BRANCH, CHANDRA MUKHI, GROUND FLOOR, NARIMAN POINT, MUMBAI, MAHARASHTRA - 400021, INDIA	B41940743
8	10367292	01/06/2012	11,500,000.00	BANK OF INDIA	AMBA BHAVAN, SION BRANCH, MUMBAI, MAHARASHTRA - 400022, INDIA	B44426401
9	10360821	01/06/2012	10,600,000,000.00	BANK OF INDIA	MUMBAI LARGE CORPORATE BRANCH, ORIENTAL BUILDING, 364, D N ROAD, MUMBAI, MAHARASHTRA - 400001, INDIA	B41703570
10	10360825	01/06/2012	700,000,000.00	BANK OF INDIA	MUMBAI LARGE CORPORATE BRANCH, ORIENTAL BUILDING, 364, D N ROAD, MUMBAI, MAHARASHTRA - 400001, INDIA	B41703984

* Date of charge modification

CONTINGENT LIABILITIES:

(Rs. in millions)

PARTICULARS	31.03.2013
Counter guarantees given to the bankers for guarantees issued on behalf of the Company	35.074
Corporate guarantee for subsidiary to bank	1194.380
Excise duty claims	226.917
Notices of Directorate of Revenue Intelligence (DRI)	1022.724
Mumbai Agricultural Produce Marketing Committee (APMC) Claims not acknowledged as debts	7.600
Claims for VAT /CST (includes counter guarantees given of Rs. 15.957 Millions)	291.331
Pending C-Forms to be received	309.122
Direct tax cases	0.054
Show cause notices of Directorate of Revenue Intelligence (DRI) relating to custom duty on imported Crude Palm Kernel Oil (CPKO)	4640.061
Note: Of these, all claims aggregating and values confirmed to the extent, for excise duty Rs 71.746 Millions, VAT/CST claims Rs 95.880 Millions and DRI case Rs 1022.724 Millions have been agreed to be indemnified by certain shareholders (promoters) in terms of the Securities Purchase and Subscription Agreement (SPSA) dated 10 October 2011.

FIXED ASSETS

Tangible assets

· Land

· Buildings

· Plant and equipment

· Furniture and fixtures

· Vehicles

· Office equipment

Intangible assets

· 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 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.60.05
UK Pound	1	Rs.101.65
Euro	1	Rs.83.07

INFORMATION DETAILS

Information Gathered by :	PLK
Analysis Done by :	SUM
Report Prepared by :	NTH

SCORE & RATING EXPLANATIONS

SCORE FACTORS	RANGE	POINTS
HISTORY	1~10	3
PAID-UP CAPITAL	1~10	4
OPERATING SCALE	1~10	3
FINANCIAL CONDITION
--BUSINESS SCALE	1~10	4
--PROFITABILIRY	1~10	3
--LIQUIDITY	1~10	4
--LEVERAGE	1~10	3
--RESERVES	1~10	3
--CREDIT LINES	1~10	3
--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		30

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.