MIRA INFORM REPORT

Report No. :	306660
Report Date :	05.02.2015

IDENTIFICATION DETAILS

Name :	VISA STEEL LIMITED
Registered Office :	11 Ekamra Kanan, Nayapalli, Bhubaneswar – 751 015, Orissa
Country :	India
Financials (as on) :	31.03.2014
Date of Incorporation :	10.09.1996
Com. Reg. No.:	15-0046014
Capital Investment / Paid-up Capital :	Rs.1100.000 millions
CIN No.: [Company Identification No.]	L51109OR1996PLC004601
IEC No.:	Not Available
TAN No.: [Tax Deduction & Collection Account No.]	BBNV00159F
PAN No.: [Permanent Account No.]	AAACV9836E
Legal Form :	Public Limited Liability Company. The Company’s Shares are Listed on the Stock Exchanges.
Line of Business :	Subject is engaged in the manufacturing of Iron and Steel products including LAM Coke, High Carbon Ferro Chrome, Pig Iron, Sponge Iron and Special Steel.
No. of Employees :	Not Available

RATING & COMMENTS

MIRA’s Rating :

Ca (16)

RATING		STATUS	PROPOSED CREDIT LINE
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

Status :	Moderate
Payment Behaviour :	Slow and delayed
Litigation :	Exist
Comments :	Subject is an established company having a moderate track record. The rating is constrained on account of company’s weak financial risk profile marked by ongoing delays in debt servicing obligation and losses that company has incurred from its operational activities. Business is active. Payments are reported to be slow and delayed. The company can be considered for business dealings on safe and secured 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.

ECGC Country Risk Classification List – September 30, 2014

Country Name	Previous Rating (30.06.2014)	Current Rating (30.09.2014)
India	A1	A1

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

EXTERNAL AGENCY RATING

Rating Agency Name	CARE
Rating	(Long Term Bank Facilities) D
Rating Explanation	Instruments with this rating are in default or expected to be in default soon
Date	January 5, 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 31-03-2014.

LOCATIONS

Registered Office :	Visa House, 11 Ekamra Kanan, Nayapalli, Bhubaneswar – 751 015, Orissa, India
Tel. No.:	91-674-2552479-84
Fax No.:	91-674-2554661-62
E-Mail :	investors@visasteel.com ak.agarwal@visasteel.com
Website :	http://www.visasteel.com
Corporate Office :	Visa House, 8/10, 5^th Floor, Alipore Road, Kolkata – 700 027, West Bengal, India
Tel. No.:	91-33-30119000
Fax No.:	91-33-30119002
Plant Office 1 :	Kalinganagar Industrial Complex, At/ P.O. Jakhapura, District Jajpur – 755 026, Orissa, India
Tel. No.:	91-6726-242441/ 444
Fax No.:	91-6726-242442
Plant Office 2 :	Village Golagaon, Near Duburi, P.O. Pankapal, District Jajpur, Orissa, India
Tel. No.:	91-6726-245470
Fax No.:	91-6726-245561
Plant Office 3 :	8, Gajanandpuram, Kotra By-pass Road, Raigarh – 496 001, Chhatisgarh, India
Tel. No.:	91-7762-228280/ 228290/ 91
Branch Office :	Located at: · Delhi · Mumbai · Raipur · Ranchi · Paradip · Vizag · Chennai

DIRECTORS

AS ON 31.03.2014

Name :	Mr. Vishambhar Saran
Designation :	Chairman
Name :	Mr. Vishal Agarwal
Designation :	Vice Chairman and Managing Director
Name :	Mr. Maya Shankar Verma
Designation :	Independent Director
Name :	Mr. Shiv Dayal Kapoor
Designation :	Independent Director
Name :	Mr. Debi Prasad Bagchi
Designation :	Independent Director
Name :	Mr. Pradip Kumar Khaitan
Designation :	Independent Director
Name :	Mr. Shanti Narain
Designation :	Independent Director
Name :	Mr. Subroto Trivedi
Designation :	Non- Executive Director
Name :	Mr. Pankaj Gautam
Designation :	Joint Managing Director and Chief Executive Officer

KEY EXECUTIVES

Name :	Mr. Manoj Kumar Digga
Designation :	Executive Director (Finance)
Name :	Mrs. Subhra Giri
Designation :	Company Secretary

MAJOR SHAREHOLDERS / SHAREHOLDING PATTERN

AS ON 30.09.2014

Category of Shareholder	No. of Shares	Percentage of holding
(A) Shareholding of Promoter and Promoter Group
(1) Indian
Bodies Corporate	82500000	75.00
Sub Total	82500000	75.00
(2) Foreign
Total shareholding of Promoter and Promoter Group (A)	82500000	75.00
(B) Public Shareholding
(1) Institutions
Insurance Companies	500111	0.45
Foreign Institutional Investors	11082245	10.07
Sub Total	11582356	10.53
(2) Non-Institutions
Bodies Corporate	3936214	3.58
Individuals
Individual shareholders holding nominal share capital up to Rs. 0.100 millions	6405978	5.82
Individual shareholders holding nominal share capital in excess of Rs. 0.100 millions	5211038	4.74
Any Others (Specify)	364414	0.33
Non Resident Indians	355694	0.32
Clearing Members	8720	0.01
Sub Total	15917644	14.47
Total Public shareholding (B)	27500000	25.00
Total (A)+(B)	110000000	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)	110000000	0.00

BUSINESS DETAILS

Line of Business :

Subject is engaged in the manufacturing of Iron and Steel products including LAM Coke, High Carbon Ferro Chrome, Pig Iron, Sponge Iron and Special Steel.

Products :

Products Description	Item Code No.
Pig Iron	72011000
Lam Coke	27040030
Ferro Chrome	72024100
Sponge Iron	72031000

Brand Names :

Not Available

Agencies Held :

Not Available

Exports :

Not Available

Imports :

Not Available

Terms :

Selling :

Not Available

Purchasing :

Not Available

GENERAL INFORMATION

Suppliers :

Reference :	Not Available
Name of the Person :	Not Available
Contact No.:	Not Available
Since How Long Known :	Not Available
Experience :	Not Available
Maximum Limit Dealt :	Not Available

Customers :

Reference :	Not Available
Name of the Person :	Not Available
Contact No.:	Not Available
Since How Long Known :	Not Available
Experience :	Not Available
Maximum Limit Dealt :	Not Available

No. of Employees :

Not Available

Bankers :

· Andhra Bank

· Bank of Baroda

· Bank of India

· Canara Bank

· Central Bank of India

· Corporation Bank

· Dena Bank

· Export Import Bank of India

· Indian Overseas Bank

· Oriental Bank of Commerce

· Punjab National Bank

· Small Industries Development Bank of India

· State Bank of India

· State Bank of Hyderabad

· State Bank of Travancore

· Syndicate Bank

· UCO Bank

· Union Bank of India

· Vijaya Bank

Facilities :

Secured Loans	31.03.2014 (Rs. in Millions)	31.03.2013 (Rs. in Millions)
LONG-TERM BORROWINGS
Term Loans including SMCF
From Banks	16481.560	16827.760
From Other Parties	613.930	628.780
Working Capital Term Loans
From Banks	1304.220	1467.360
From Other Parties	28.680	32.380
Funded Interest Term Loans
From Banks	2888.560	1107.970
From Other Parties	122.900	61.500
Equipment and Vehicle Term Loans
From Banks	0.710	9.160
From Other Parties	2.310	23.710
Term Loans from Other Parties	399.270	440.320
SHORT-TERM BORROWINGS
Loans Repayable on Demand
Working Capital Loans
From Banks	1307.820	910.170
From Other Parties	24.320	30.640
Other Working Capital Loan
From Other Parties (Short term borrowing from Small Industries Development Bank of India (SIDBI) is the amount outstanding as on Balance Sheet date against the limit of Rs.76.400 millions (31 March 2012: Rs.100.000 millions) under the MSMED Receivable Finance Scheme sanctioned by SIDBI covering the sale of goods / services made by SME / eligible service sector and transport services.)	62.860	64.570
Total	23237.140	21604.320

Financial Institutions :	Tata Capital Financial Services Limited, One Forbes, Dr. V.B. Gandhi Marg, Fort, Mumbai – 400 001, Maharashtra, India The Housing and Urban Development Corporation Limited (HUDCO) IL&FS Financial Services Limited
Statutory Auditors :
Name :	Lovelock and Lewes Chartered Accountants
Address :	Kolkata, West Bengal, India
Internal Auditors :	L.B. Jha and Company
Holding Company :	VISA Infrastructure Limited
Subsidiaries :	· Ghotaringa Minerals Limited · VISA BAO Limited · VISA Special Steel Limited · VISA SunCoke Limited (Formerly VISA Coke Limited) · Kalinganagar Special Steel Private Limited (w.e.f. 27 May 2013) · Kalinganagar Chrome Private Limited (w.e.f. 1 July 2013) · VISA Ferro Chrome Limited (w.e.f. 26 July 2013)
Joint Venture Company :	VISA Urban Infra Limited
Enterprise having significant influence :	VISA International Limited
Fellow Subsidiaries :	VISA Resources India Limited VISA Energy Ventures Limited VISA Power Limited VISA Cement Limited VISA Aluminium Limited
Enterprise over which Relatives of Key Managerial Personnel having significant influence:	· VISA Resources PTE Limited · VISA Bulk Shipping PTE Limited · VISA Trading (Shanghai) Company Limited

CAPITAL STRUCTURE

AS ON 31.03.2013

Authorised Capital :

No. of Shares	Type	Value	Amount
160000000	Equity Shares	Rs.10/- each	Rs.1600.000 millions

Issued, Subscribed & Paid-up Capital :

No. of Shares	Type	Value	Amount
110000000	Equity Shares	Rs.10/- each	Rs.1100.000 millions

Notes:

Reconciliation of number of shares

Equity shares	As at 31^st March, 2014
	No. of Shares	Amount (Rs. in millions)
Balance as at the beginning of the year	110000000	1100.000
Add / (Less): Shares issued / bought back during the year	--	--
Balance as at the end of the year	110000000	1100.000

Rights, preferences and restrictions attached to shares

The Company has only one class of equity shares referred to as equity shares having a par value of Rs.10 per share. Each Shareholder is entitled to one vote per share held. The Company declares and pays dividend in Rupees. The dividend proposed by the Board of Directors is subject to the approval of shareholders in the Annual General Meeting, except in case of interim dividend. In the event of liquidation, the equity shareholders are eligible to receive the remaining assets of the Company after distribution of all preferential amounts, in proportion to their shareholding.

Shares held by the Holding / Ultimate Holding Company and / or their Subsidiaries and Associates

Particulars	As at 31^st March, 2014
58712167 Equity Shares of Rs.10/- each held by VISA Infrastructure Limited, the Holding Company	587.120

Details of Shareholders holding more than 5 % of the aggregate shares in the Company

Particulars	No. of shares	% of holding
VISA Infrastructure Limited	58712167	53.37
VISA International Limited	23787833	21.63

Share reserved for issue under option

For details of share reserved for issue under the Employee Stock Option Plan (ESOP) of the Company.

VISA Infrastructure Limited, the Holding Company has pledged 44387167 numbers of Equity Shares being 75.60% of its total shareholding.

FINANCIAL DATA

[all figures are in Rupees Millions]

ABRIDGED BALANCE SHEET

SOURCES OF FUNDS	31.03.2014	31.03.2013	31.03.2012
I. EQUITY AND LIABILITIES
(1) Shareholders' Funds
(a) Share Capital	1100.000	1100.000	1100.000
(b) Reserves & Surplus	2570.140	4095.100	1244.320
(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)	3670.140	5195.100	2344.320
(3) Non-Current Liabilities
(a) Long-term borrowings	21842.140	21098.940	9223.860
(b) Deferred tax liabilities (Net)	0.000	0.000	0.000
(c) Other long term liabilities	787.200	787.200	787.200
(d) Long-term provisions	12.540	10.610	10.680
Total Non-current Liabilities (3)	22641.880	21896.750	10021.740
(4) Current Liabilities
(a) Short term borrowings	1395.000	1005.380	2808.390
(b) Trade payables	3994.310	3659.350	9351.450
(c) Other current liabilities	5689.350	3393.770	8843.220
(d) Short-term provisions	28.090	20.640	19.100
Total Current Liabilities (4)	11106.750	8079.140	21022.160
TOTAL	37418.770	35170.990	33388.220
II. ASSETS
(1) Non-current assets
(a) Fixed Assets
(i) Tangible assets	9141.650	9598.810	7807.300
(ii) Intangible Assets	7.660	14.450	11.070
(iii) Capital work-in-progress	19391.060	16464.840	17776.760
(iv) Intangible assets under development	0.000	0.000	0.000
(b) Non-current Investments	4511.390	4510.790	610.400
(c) Deferred tax assets (net)	0.000	0.000	0.000
(d) Long-term Loan and Advances	888.210	969.360	1195.610
(e) Other Non-current assets	29.270	13.340	76.690
Total Non-Current Assets	33969.240	31571.590	27477.830
(2) Current assets
(a) Current investments	0.000	0.000	0.000
(b) Inventories	1519.380	1425.310	3525.060
(c) Trade receivables	408.250	601.180	515.810
(d) Cash and cash equivalents	135.120	226.000	766.490
(e) Short-term loans and advances	1218.910	1193.560	1054.140
(f) Other current assets	167.870	153.350	48.890
Total Current Assets	3449.530	3599.400	5910.390
TOTAL	37418.770	35170.990	33388.220

PROFIT & LOSS ACCOUNT

	PARTICULARS		31.03.2014	31.03.2013	31.03.2012
	SALES
		Revenue from operations (Net)	10299.580	5214.060	7943.460
		Other Income	279.970	111.440	212.740
		TOTAL (A)	10579.550	5325.500	8156.200
Less	EXPENSES
		Cost of Materials Consumed	7390.160	2597.650	4565.450
		Purchases of Stock-in-Trade	818.000	696.070	2441.330
		Changes In Inventories of Finished Goods, Stock-In-Trade and Work-in- Progress	(48.300)	1084.980	(1720.240)
		Employee Benefits Expense	292.440	325.920	328.380
		Other Expenses	1463.830	907.430	943.160
		Exceptional Items	160.770	(1620.040)	(33.060)
		TOTAL (B)	10076.900	3992.010	6525.020
Less	PROFIT / (LOSS) BEFORE INTEREST, TAX, DEPRECIATION AND AMORTISATION (A-B) (C)		502.650	1333.490	1631.180
Less	FINANCIAL EXPENSES (D)		1450.310	1258.810	1465.490
	PROFIT / (LOSS) BEFORE TAX, DEPRECIATION AND AMORTISATION (C-D) (E)		(947.660)	74.680	165.690
Less/ Add	DEPRECIATION/ AMORTISATION (F)		577.290	524.770	385.620
	PROFIT / (LOSS) BEFORE TAX (E-F) (G)		(1524.950)	(450.090)	(219.930)
Less	TAX (H)		0.000	460.300	968.610
	PROFIT / (LOSS) AFTER TAX (G-H) (I)		(1524.950)	(910.390)	(1188.540)
	EARNINGS IN FOREIGN CURRENCY
		Export of goods calculated on F.O.B. basis	4168.480	1718.240	808.820
	TOTAL EARNINGS		4168.480	1718.240	808.820
	IMPORTS
		Raw Materials	196.180	2434.290	3632.740
		Finished Goods	592.090	606.470	1336.370
		Capital Goods	58.940	33.580	147.110
	TOTAL IMPORTS		847.210	3074.330	5116.220
	Earnings / (Loss) Per Share (Rs.)		(13.86)	(8.28)	(10.80)

KEY RATIOS

PARTICULARS		31.03.2014	31.03.2013	31.03.2012
PAT / Total Income	(%)	(14.81)	(17.46)	(14.96)
Net Profit Margin (PBT/Sales)	(%)	4.88	25.57	20.53
Return on Total Assets (PBT/Total Assets}	(%)	(11.28)	(3.17)	(1.47)
Return on Investment (ROI) (PBT/Networth)		(0.42)	(0.09)	(0.09)
Debt Equity Ratio (Total Debt/Networth)		6.33	4.25	5.13
Current Ratio (Current Asset/Current Liability)		0.31	0.45	0.28

FINANCIAL ANALYSIS

[all figures are in Rupees Millions]

DEBT EQUITY RATIO

Particular	31.03.2012	31.03.2013	31.03.2014
	(Rs. In Millions)	(Rs. In Millions)	(Rs. In Millions)
Share Capital	1100.000	1100.000	1100.000
Reserves & Surplus	1244.320	4095.100	2570.140
Net worth	2344.320	5195.100	3670.140
long-term borrowings	9223.860	21098.940	21842.140
Short term borrowings	2808.390	1005.380	1395.000
Total borrowings	12032.250	22104.320	23237.140
Debt/Equity ratio	5.133	4.255	6.331

YEAR-ON-YEAR GROWTH

Year on Year Growth	31.03.2012	31.03.2013	31.03.2014
	(Rs. In Millions)	(Rs. In Millions)	(Rs. In Millions)
Sales	7943.460	5214.060	10299.580
		(34.360)	97.535

NET PROFIT MARGIN

Net Profit Margin	31.03.2012	31.03.2013	31.03.2014
	(Rs. In Millions)	(Rs. In Millions)	(Rs. In Millions)
Sales	7943.460	5214.060	10299.580
Profit	(1188.540)	(910.390)	(1524.950)
	(14.96%)	(17.46%)	(14.81%)

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	No
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	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	No
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:

* Date of charge modification

Unsecured Loans	31.03.2014 (Rs. in Millions)	31.03.2013 (Rs. in Millions)
LONG-TERM BORROWINGS
Loans from Related Parties	0.000	500.000
Total	0.000	500.000

LITIGATION DETAILS :

HIGH COURT OF ORISSA
CASE STATUS INFORMATION SYSTEM
Status of : Orginal Petition (Companies Act.) (COPET) 76 of 2014
IN THE MATTER OF		QUALICOM SOLUTIONS VS. VISA STEEL LIMITED
Pet’s Adv:-	M/S. ANIMESH MOHANTY		Resp. Adv.:	0 (0)
Last listed on :	Thursday, December 11, 2014
Category:-	Others
Case Status on: Friday, December 05, 2014

GENERAL INFORMATION

Subject is engaged in the manufacturing of Iron and Steel products including LAM Coke, High Carbon Ferro Chrome, Pig Iron, Sponge Iron and Special Steel with captive power plant at Kalinganagar, Odisha. Incorporated on 10 September 1996, subject has its registered office at Bhubaneswar and Corporate Office in Kolkata with manufacturing units in Kalinganagar and Golagaon and branch offices across India. Subject is a Public Limited Company with its shares listed on BSE Limited (BSE) and National Stock Exchange of India Limited (NSE). During the year, the Company has transferred its coke business on going concern basis

OPERATIONS

The Company is pursuing Special Steel Business, Ferro Chrome and Captive Power Business and Coke Business. The Special Steel Business includes production of Hot Metal/Pig Iron, DRI/Sponge Iron, Special Steel Blooms/Billets and Bar and Wire Rods. Whereas, the Ferro Chrome Business includes production of High Carbon

Ferro Chrome and generation of power for captive use and the Coke Business includes production of Coke and steam. During the year, the Company’s financial performance has been adversely affected due to non-availability of raw material, increasing raw material costs and volatile foreign exchange. Due to shortage in availability of iron ore, Iron and Steel making facilities, i.e. Blast Furnace, DRI, SMS and Rolling Mill operated at very low production levels and the Company was unable to achieve its revenue potential.

The consolidated total revenue of the Company increased by 41 percent at Rs.14685.380 Million for the financial year 2013-14, as compared to Rs.10443.67 Million for the previous year. The profit before interest, depreciation, tax and exceptional item is Rs.1247.200 Million in the financial year 2013-14, compared with loss of Rs.67.070 Million.

During the year, the Company improved its revenues due to substantially better operational performance, although capacity utilisation was still low due to the uneconomical prices of Iron Ore & Chrome Ore. The Blast Furnace having installed capacity of 225,000 TPA produced 105,718 MT Pig Iron as compared to 854 MT in the previous year. The DRI Plant, having installed capacity of 300,000 TPA produced 156,082 MT Sponge Iron as compared to 80,514 MT in the previous year. The Company has decided to set up a Iron Ore Sinter Plant in order to improve productivity of the Blast Furnace and reduce cost of raw material.

The Ferro Alloys Business, with a total current operating capacity of 120,000 TPA of Ferro Alloys (including the Furnaces taken on lease from VISA BAO Limited, a subsidiary Company), produced 70,568 MT of Ferro Chrome in the financial year 2013-14 compared to 36,344 MT in 2012-13. The generation of electricity from Company’s Captive Power Plant, having installed capacity of 657.000 Million units per annum, produced 434.820 Million units in financial year 2013-14 as compared to 311.980 Million units in the previous year. Production of Chrome Concentrates from the 200,000 TPA Chrome Ore Beneficiation & Grinding Plant was affected due to non-availability of Low Grade Chrome Ore.

The Company has 51% stake in VISA SunCoke Limited (VSCL) which is operating the business of manufacturing and sale of Metallurgical Coke and associated Steam Generation Units. VSCL’s production of Coke was 370,099 MT during the year and there has been a significant improvement in operating performance during the year.

The Company’s financial performance has been adversely affected due to high raw material costs and weak product prices. The Steel Business has been affected due to delay in forest clearance of Baliparvat Stockyard at OMC’s Daitari Iron Ore mines and several Iron Ore mine closures due to Shah Commission investigation and Supreme Court judgment dated 16 May 2014. The over capacity and excess production in China and adverse duty structure domestically has further impacted the Steel Business. The Ferro Chrome Business has been affected due to frequent stoppage in the supply of Chrome Ore and Concentrates due to closure of Chrome Ore mines, whereas the Power Plant was affected due to stoppage of Coal Linkage and de-allocation of Coal Block. The Coke Business performance has been affected due to sluggish demand for Coke. Demand of Coke from Blast Furnaces is significantly lower due to Iron Ore shortages. Price of Coke is weak due to cheap imports of Coke from China after removal of Export Tax on Chinese Coke.

The Company is in advanced stage to transfer its Special Steel Business to VISA Special Steel Limited, a subsidiary of the Company in order to improve focus and facilitate fund raising through strategic / financial investor. The accumulated losses of the Company exceeded 50% of its net worth as at 31 March 2014. However, subsequent to the business re-organisation and with the expected improvement in raw material scenario, the Company expects the net worth to improve. In view of the above and the newly enacted Companies Act, the Company is not referring the matter to the Competent Authority. The replacement value of the assets is much higher than the book value, and the Company plans to unlock value in the Special Steel Business and Ferro Alloys Business through strategic / financial investors as it has done by inducting a strategic investor in the Coke Business.

SUBSIDIARIES

The Company has seven subsidiaries including indirect subsidiaries namely, VISA BAO Limited, VISA SunCoke Limited, Ghotaringa Minerals Limited, Kalinganagar Special Steel Private Limited, Kalinganagar Chrome Private Limited, VISA Special Steel Limited and VISA Ferro Chrome Limited:

(i) VISA BAO Limited (VBL) is a Joint Venture between the Company and Baosteel Resources Co. Ltd. (Baosteel), China. VBL is setting up a Ferro Alloys Plant with 4 Submerged Arc Furnaces at Kalinganagar in Odisha of which 2 furnaces were commissioned in the month of June 2013. The remaining two furnaces are expected to be completed & made operational in phases during the financial year 2014-15. The Company holds 65 percent stake in VBL and Baosteel, which is one of the leading Steel companies in the world, holds the balance 35 percent stake. The Company and VBL are exploring options for restructuring of VBL’s business and are evaluating the option of amalgamating VBL with the Company. In the meanwhile, as an interim measure, VBL has leased its Furnaces to the Company.

(ii) VISA SunCoke Limited (VSCL) is a coke making Joint Venture with Sun Coke Europe Holding B.V. (SunCoke), in which the Company holds 51% stake and SunCoke holds remaining 49% stake. The joint venture comprises of 400,000 metric ton per annum heat recovery Coke Plant and Associated Steam Generation units at Kalinganagar in Odisha. The joint venture will provide great opportunity for VSCL to leverage its operating and technological expertise to serve customers across India with the highest quality coke.

(iii) Ghotaringa Minerals Limited (GML) is a Joint Venture between the Company and Orissa Industries Limited (ORIND) for assisting ORIND for developing a chrome ore deposit.

(iv) Kalinganagar Special Steel Private Limited was incorporated on 27 May 2013.

(v) Kalinganagar Chrome Private Limited was incorporated on 1 July 2013.

(vi) VISA Ferro Chrome Limited (VFCL), a step down subsidiary was incorporated on 26 July 2013. VFCL is a wholly owned subsidiary of Kalinganagar Special Steel Private Limited.

(vii) VISA Special Steel Limited incorporated on 27 July 2012, is a wholly owned subsidiary of VISA Ferro Chrome Limited.

MANAGEMENT DISCUSSION AND ANALYSIS

OVERVIEW

During the financial year 2013-14, the Company’s operations performance has improved significantly. However, financial performance has been adversely affected due to external factors resulting in high raw material costs and weak product prices.

During the financial year 2013-14, the Company has registered consolidated revenue of Rs.14,685.38 Million, EBITDA of Rs.1,247.20 Million and the loss after tax is Rs.1,478.28 Million.

INDUSTRY STRUCTURE AND DEVELOPMENTS

Steel Industry Overview

The Global economy has slowed down, mainly due to lower growth rates in emerging economies such as China and India. This has resulted in weakening of commodity prices. The Indian economy has been going through challenging times with high inflation and high interest rates affecting all sectors and resulting in lower than 5 % GDP growth. India’s GDP growth has slowed down in 2013 on account of rising inflation and tight monetary controls.

The Indian manufacturing and mining sector’s GDP declined by 0.7 % and 1.4 %, respectively in 2013-14. Key reasons for the poor performance have been contraction in mining activities and consequent deceleration in manufacturing output. Further, decline in investment by the private sector has added to the woes of the sector. The Global Steel demand grew by 3.6 % to 1.48 Billion Tonnes due to improved performance in the developed economies especially in North America and Euro Zone in the second half of the year. In 2013, India remained the 4th largest steel producing country in the world, behind China, Japan and the US. Crude Steel production grew by 4.6 % to 81.2 Million Tonnes and Steel demand grew by 1.8 %. The Indian Steel Sector has been adversely affected due to high raw material costs and weak product prices. The Iron Ore production has dropped significantly due to delay in forest clearance and several Iron Ore mine closures due to Shah Commission investigation and Supreme Court judgment dated 16 May 2014. The over capacity and excess production in China and adverse duty structure domestically has further affected the Steel Business in India. The Steel Plants have also been affected by the stoppage of Coal Linkage and de-allocation of Coal Block(s).

There is a huge growth potential in steel consumption in India given that per capita steel consumption is very low compared to China and the global average. With a stable Government in place and a strong leadership, it is expected that major policy decision in various areas will boost the economy. Any significant improvement in demand for Iron and Steel products may take a little longer and show up once investments in infrastructure and

construction industries start picking up.

Company Overview

The Company has created a world class facility for production of Special Steel, Ferro Chrome and Metallurgical Coke at Kalinganagar in Odisha.

BUSINESS REVIEW

The Company is engaged in the business of manufacturing value added products including LAM Coke, Ferro Chrome, Pig Iron, Sponge Iron and Special Steel Billets/ Blooms, Bars and Wire Rods. In addition, the Company generates power mainly for captive use.

The manufacturing facilities of the Company are situated at Kalinganagar which includes Ferro Chrome, Blast Furnace, Sponge Iron, Power and Special Steel and at Golagaon in Odisha where the Chrome Ore Beneficiation and Chrome Ore Grinding Plants are located.

During the year, the Company’s financial performance has been adversely affected due to non-availability of raw material, increasing raw material costs, high interest rates and foreign exchange volatility. Due to shortage in availability of iron ore, Iron and Steel making facilities, i.e. Blast Furnace, Sponge Iron, SMS and Rolling Mill operated at very low production level and were unable to achieve its revenue potential. Other units i.e. Coke Oven, Ferro Chrome and Power Plant have operated at moderate capacity.

Products

(a) Ferro Alloys

The Ferro Alloy Plant, with a total capacity of 120,000 TPA (including the furnaces of VISA BAO Limited, subsidiary company taken on lease) produced 70,568 MT of Ferro Chrome in 2013-14 compared to 36,344 MT in 2012- 13. The main raw material is Chrome Ore and Chrome Concentrates (sourced from OMC, Tata Steel & B. C. Mohanty), Coke and Ferro Chrome produced by the Company is sold to various Special and Stainless Steel Plants in India and globally. Ferro Alloy Business has contributed 33.77 % of total revenues during the year amounting to Rs.4,959.34 Million.

(b) Power

The Power Plant produced 435 Million units of power during the year 2013-14 as against 312 Million units produced during 2012-13. The Power produced was mainly used captively.

(c) Pig Iron

The Blast Furnace with a total capacity of 225,000 TPA is currently producing Hot Metal which is poured into moulds to produce Pig Iron. Hot Metal / Pig Iron was partly consumed for making Special Steel and partly sold

to various Steel and foundry customers in Eastern and Northern India. Due to non-availability of Iron Ore at viable prices, Blast furnace operated at a low capacity with production of 105,718 MT during the year. Pig Iron sales contributed 9.78 % to the total revenues amounting to Rs.1,436.83 Million.

(d) Sponge Iron

The Sponge Iron Plant having total capacity of 300,000 TPA produced 156,082 MT during 2013-14 of Sponge Iron as against 80,514 MT of Sponge Iron during 2012- 13. Sponge Iron sales contributed 19.41 % to the total revenues amounting to Rs.2,850.94 Million.

The main raw materials for DRI/Sponge Iron Plant are Iron Ore and Thermal Coal. Iron Ore is procured mainly

from OMC, Indrani Patnaik and BRPL. Thermal Coal is procured from Mahanadi Coalfields Limited and also

imported from South Africa.

(e) Special Steel

During the year under review, SMS and Rolling Mill operated at very low capacity due to uneconomical prices of raw material.

PROJECT OVERVIEW

The availability and pricing of raw materials mainly Iron Ore has been a major challenge for the Company and has impacted the Special Steel operations throughout the country. In view of the same, the Company has decided to set up an Iron Ore Sinter Plant in order to hedge the iron ore procurement as it is currently buying only sized iron ore. The Iron Ore Sinter Plant would enhance the profitability of the Blast Furnace and would reduce the cost of raw material and improve the productivity of the Steel making facilities.

OUTLOOK

India has immense potential for creating new steel capacity. Indian per capita steel consumption is presently very low compared to world average which further re-confirms the opportunities for steel demand to continue accelerating in the times ahead. The Company with a well diversified product portfolio is well poised to take advantage of the growth in the demand for Special Steel products, Coke and Ferro Chrome.

AMALGAMATION OF SUBSIDIARY COMPANY

(a) Pursuant to a Scheme of Amalgamation filed under Section 391 to 394 of the Companies Act, 1956 by Kalinganagar Metcoke Private Limited (KMPL), a wholly owned subsidiary of the Company (“the Scheme”) which has been duly sanctioned by the Hon’ble High Court of Judicature at Orissa (“the High Court”), vide its Order dated 6 September 2013, the whole of the undertaking of KMPL including its all assets, investments, properties and liabilities have been transferred to and vested in the Company, as a going concern, with effect from 31 March 2013 (“the Appointed Date”). Certified copies of the said Order of the High Court sanctioning the Scheme have been filed with the Registrar of Companies, Orissa on 23 September 2013 (the “Effective Date”). Accordingly the Scheme became effective on 23 September 2013. KMPL was incorporated with the objective of manufacturing and dealing in coal, coke and related products.

The amalgamation has been accounted for under the “Purchase Method” as prescribed by Accounting Standard 14 (AS-14) on “Accounting for Amalgamation” notified under the Companies (Accounting Standards) Rules, 2006. In accordance with the Scheme, the assets and liabilities of KMPL have been taken over and recorded at their fair values as determined by the Board of Directors of the Company and the net difference amounting Rs.3761.160 millions between the fair value of such assets and liabilities transferred to the Company after adjusting the Company’s investment in the Equity Share Capital of KMPL as appearing in the books of the Company and all inter company balances have been credited to General Reserve. Further KMPL being a wholly owned subsidiary of the Company no shares of the Company has been issued and allotted in lieu of exchange of company’s holding in the KMPL, which stood cancelled.

Had the Scheme not prescribed the above accounting treatment, the amount transferred to General Reserve (arising pursuant to the Scheme as aforementioned) would have been credited to Capital Reserve in keeping with the requirement of AS-14.

(b) After giving effect to the Scheme, the year end General Reserve represents free reserve not held for any specific purpose, other than to the extent of Rs.3761.160 millions (31 March 2012 : Nil) which has arisen on amalgamation as indicated in (a) above.

(c) The Scheme as referred in (a) above, was pending sanction of the High Court as on 29 May 2013, the date on which Company’s financial statements were approved by the Board of Directors and audited by the Statutory Auditors. However, consequent upon the Scheme having become effective and the vesting of whole of the undertaking of KMPL in the Company with effect from the Appointed Date, as indicated in (a) above, these financial statements have now been revised to give effect to the Scheme.

CONTINGENT LIABILITIES (AS ON 31.03.2013):

(a) Claim against the Company not acknowledged as debt

(i) In respect of a charter party dispute between VISA Comtrade (Asia) Limited (the “Charterer”) and Transfield Shipping Inc., Panama, (the “Owner of the vessel - Prabhu Gopal”) the said Owner of the vessel has filed a civil suit in the Hon’ble Calcutta High Court against the Company and the charterer and claimed the relief for a decree for US$ 0.30 Million to be expressed in Indian Currency at such rate of exchange and / or on such terms as the Court may deem fit and proper, Injunction, costs or other reliefs. The Company has not accepted the claim as it was not a party to the said Agreement and the matter is subjudice. The Hon’ble Calcutta High Court passed interim orders dated 11 May 2005 and 20 June 2005, restraining the Company and the Charterer from withdrawing any amount from a specified bank account without leaving a balance for a sum of Rs.12.500 millions, which has been set aside by the bank from the cash credit limit of the Company. The Company has been legally advised that the above interim order has been expired due to efflux of time and has not been extended by the Hon’ble Calcutta High Court.

(ii) Applications have been filed by the legal heirs of a deceased employee of the Company, who died in a road

accident while travelling in the Company’s vehicle for his personal work, claiming a compensation of Rs.6.10 Million (31 March 2012: Rs.6.100 millions) and interest @ 18% per annum. The Company has contested the claim, which is currently pending before the Motor Accident Claims Tribunal, Bhubaneswar.

Particulars	31.03.2014 (Rs. in millions)	31.03.2013 (Rs. in millions)
(b) Other money for which company is contingently liable
(i) Disputed Income Tax matter under Appeal	11.860	63.630
(ii) Disputed Sales Tax matter under Appeal	159.030	159.030
(iii) Disputed Entry Tax matters under Appeal	0.630	0.630
(iv) Disputed Customs Duty matter on Imported Goods under Appeal	34.860	34.860
(c) Guarantees
(i) Bank Guarantee	25.000	56.500
(ii) Corporate Guarantee issued on behalf of Subsidiary Company	720.000	720.000

(d) In respect of the contingent liabilities mentioned in Note 22 (a) and (b) above, pending resolution of the respective proceedings, it is not practicable for the Company to estimate the timings of cash outflows, if any. In respect of matters mentioned above, the cash outflows, if any, could generally occur during the validity period of the respective guarantees. The Company does not expect any reimbursements in respect of the above contingent liabilities.

STATEMENT OF STANDALONE UNAUDITED FINANCIAL RESULTS FOR THE QUARTER AND SIX MONTHS ENDED 30 SEPTEMBER 2014

(Rs. in millions)

PART I

Sr. No.	Particulars	Quarter Ended		Six Months Ended
		30.09.2014	30.06.2014	30.09.2014
		(Unaudited)	(Unaudited)	(Unaudited)
1	Income from Operations
	(a) Net Sales/Income from Operations (Net of excise duty)	2659.528	2498.620	5158.148
	(b) Other Operating Income	38.903	79.025	117.928
	Total Income from Operations (net)	2698.431	2577.645	5276.076
2	Expenses
	(a) Cost of materials consumed	2012.613	1714.873	3727.486
	(b) Purchases of stock-in-trade	175.156	265.301	440.457
	(c) Changes in inventories of finished goods, work-in-progress and stock-in-trade	14.318	(133.053)	(118.735)
	(d) Employee benefits expense	96.684	95.500	192.184
	(e) Depreciation and amortisation expense	94.385	144.694	239.079
	(f) Other expenses	421.964	393.168	815.132
	Total Expenses	2815.120	2480.483	5295.603
3	Profit / (Loss) from Operations before other income, finance costs and exceptional items (1-2)	(116.689)	97.162	(19.527)
4	Other Income	96.747	61.388	158.135
5	Profit / (Loss) from ordinary activities before finance costs and exceptional items (3+4)	(19.942)	158.550	138.608
6	Finance costs	557.148	345.175	902.323
7	Profit / (Loss) from ordinary activities after finance costs but before exceptional items (5-6)	(577.090)	(186.625)	(763.715)
8	Exceptional Items (Note 4)	---	---	--
9	Profit / (Loss) from ordinary activities before tax (7+8)	(577.090)	(186.625)	(763.715)
10	Tax Expense	14.057	7.782	21.839
11	Net Profit / (Loss) from ordinary activities after tax (9-10)	(591.147)	(194.407)	(785.554)
12	Extraordinary Item (net of tax expenses)	--	---	--
13	Net Profit / (Loss) for the period (11-12)	(591.147)	(194.407)	(785.554)
14	Paid-up Equity Shares Capital (Face value of Rs.10/- each)	1100.000	1100.000	1100.000
15	Reserves excluding Revaluation Reserve as per Balance Sheet of Previous Year	--	--	--
16i	Earning Per Shares (EPS before extraordinary items)
	- Basic (in Rupees, not annualized)	(5.37)	(1.77)	(7.14)
	- Diluted (in Rupees, not annualized)	(5.37)	(1.77)	(7.14)
16ii	Earning Per Shares (EPS after extraordinary items)
	- Basic (in Rupees, not annualized)	(5.37)	(1.77)	(7.14)
	- Diluted (in Rupees, not annualized)	(5.37)	(1.77)	(7.14)
PART II
A	PARTICULARS OF SHAREHOLDING
1	Public shareholding
	- No of shares	27500000	27500000	27500000
	- Percentage of shareholding	25.00	25.00	25.00
2	Promoters and promoter group shareholding
	a) Pledged / Encumbered
	- No of shares	62500000	62500000	62500000
	- Percentage of shares (as a % of the total shareholding of promoters and promoter group	82.64%	82.64%	82.64%
	- Percentage of shares (as a % of the total share capital of the company)	61.98%	61.98%	61.98%
	b) Non-encumbered
	- No of shares	20000000	20000000	20000000
	- Percentage of shares (as a % of the total shareholding of promoters and promoter group	17.36%	17.36%	17.36%
	- Percentage of shares (as a % of the total share capital of the company)	13.02%	13.02%	13.02%

B	INVESTOR COMPLAINTS	3 months ended as on 30.09.2014
	Pending at the beginning of the quarter	Nil
	Received during the quarter	1
	Disposed of during the quarter	1
	Remaining unresolved at the end of the quarter	Nil

Standalone Segment Wise Revenue, Results and Capital Employed For the Quarter and Six Months Ended 30 September 2014 (Note 3 below)

(Rs. in millions)

Sr. No.	Particulars	Quarter Ended		Six Months Ended
		30.09.2014	30.06.2014	30.09.2014
		(Unaudited)	(Unaudited)	(Unaudited)
1	Segment Revenue
	a) Special Steel	1652.031	984.981	2637.012
	b) Ferro Chrome	1074.463	1627.687	2702.150
	Total	2726.494	2612.668	5339.162
	Less: Inter-Segment Revenue	28.063	35.023	63.086
	Net Sales/ income from operations	2698.431	2577.645	5276.076
2	Segment Results (Profit / (Loss) before tax and interest from Each segment)
	a) Special Steel	0.317	85.254	85.571
	b) Ferro Chrome	130.058	164.672	294.730
	Total	130.375	249.926	380.301
	Less: (i) Finance Cost	557.148	345.175	902.323
	(ii) Other Un-allocable Expenditure (Net off Un-allocable Income)	150.317	91.376	241.693
	Total Profit / (Loss) Before Tax	(577.090)	(186.625)	(763.715)
3	Capital Employed (Segment assets-Segment liabilities)
	a) Special Steel	18505.033	19475.969	18505.033
	b) Ferro Chrome	2837.510	5139.512	2837.510
	Total capital employed in segments	21342.543	24615.481	21342.543
	Add: Unallocable corporate assets less corporate liablities	3253.819	1051.315	3253.819
	Total capital employed	24596.362	25666.796	24596.362

Notes:

1. Standalone Statement of Assets and Liabilities

(Rs. in millions)

Particulars	As at 30.09.2014
I. EQUITY AND LIABILITIES
(1) Shareholders' Funds
(a) Share Capital	1100.000
(b) Reserves & Surplus	1753.144
Sub Total - Shareholders’ Funds	2853.144
(2) Non-Current Liabilities
(a) Long-term borrowings	20943.475
(b) Deferred tax liabilities (Net)	0.000
(c) Other long-term liabilities	787.200
(d) Long-term provisions	12.543
Sub Total - Non-current Liabilities	21743.218
(3) Current Liabilities
(a) Short term borrowings	2521.950
(b) Trade payables	3656.173
(c) Other current liabilities	8031.408
(d) Short-term provisions	32.907
Sub Total - Current Liabilities	14242.438
TOTAL-EQUITY AND LIABILITIES	38838.800
II. ASSETS
(1) Non-current assets
(a) Fixed Assets
(i) Tangible assets	29682.702
(ii) Goodwill on consolidation	0.000
(b) Non-current Investments	4511.389
(c) Long-term Loan and Advances	885.549
(d) Other non-current assets	3.310
Sub Total – Non-Current Assets	35082.950
(2) Current assets
(a) Current investments	0.000
(b) Inventories	1825.096
(c) Trade receivables	495.504
(d) Cash and cash equivalents	70.773
(e) Short-term loans and advances	1275.961
(f) Other current assets	88.516
Sub Total - Current Assets	3755.850
TOTAL-ASSETS	38838.800

2. The above results have been reviewed by the Audit Committee and approved by the Board of Directors at their respective meetings held on 14 November 2014. The Statutory

Auditors have carried out a 'Limited Review' of the aforesaid financial results.

3. The Company has identified primary business segments namely "Special Steel" and "Ferro Alloys" and has disclosed segment information accordingly.

4. Effective 1 April 2014 the Company has provided for depreciation in keeping with the requirements of Schedule II to the Companies Act, 2013 (the "Act") as amended vide notification dated 29 August 2014, issued by the Ministry of Corporate Affairs (MCA). Consequent to the above, the depreciation charge for six months ended 30 September 2014 is lower by Rs.49.446 millions with corresponding favourable impact on the loss from ordinary activities before tax for the said period. Further, pursuant to the transitional provision of Schedule II to the Act, in respect of Fixed Assets whose remaining useful lives were nil, as on 01 April 2014, related carrying amounts (net of residual value) of such assets amounting to Rs.31.436 millions (net of deferred tax impact of Rs.14.057 millions) has been adjusted against retained earnings.

5. In view of high volatility in the value of Indian Rupee against USD and other foreign currency, the loss arising out of the re-instatement of foreign currency monetary items had been considered as exceptional item in the previous periods

6.The Board of Directors of the Company at its meeting held on 12 August 2013 had approved the transfer of its Special Steel Undertaking on a going concern basis to its wholly owned subsidiary VISA Special Steel Limited by way of Scheme of Arrangement ("the Scheme") with effect from 1 April 2013 pursuant to provisions of Section 391 to 394 and other The above results have been reviewed by the Audit Committee and approved by the Board of Directors at their respective meetings held on 14 November 2014. The Statutory Auditors have carried out a 'Limited Review' of the aforesaid financial results.

7. The Company has incurred net loss during the six months ended 30 September 2014 and the period end current liabilities have exceeded the current assets. The Company's financial performance has been adversely affected mainly due to non availability of raw materials, increasing material costs and other factors. With the gradual improvement in availability of raw materials and increase in demand for the Company's products and realization thereof and with the sanctions / expected sanctions of fresh line of credit from lenders, it is expected that the overall financial health of the Company would improve considerably. Considering the above development and favorable impact thereof on the financials of the Company and with consistent improvement in its operational performance since last few quarters, the Company has prepared the financial results on the basis of going concern assumption, to which the Statutory Auditors has also drawn attention, without qualifying their opinion, in their Limited Review Report.

8. Tax expense represents MAT credit amounting Rs.7.782 millions and deferred tax asset amounting Rs.14.057 millions, reversed during the quarter ended 30 June 2014 and 30 September 2014, respectively.

9. Figures for the corresponding period of the previous periods have been re-classified / re-grouped wherever considered necessary.

.

FIXED ASSETS:

Tangible Assets

· Land-Freehold

· Land-Leasehold

· 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 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.61.68
UK Pound	1	Rs.93.53
Euro	1	Rs.70.75

INFORMATION DETAILS

Analysis Done by :	KAR
Report Prepared by :	JYTK

SCORE & RATING EXPLANATIONS

SCORE FACTORS	RANGE	POINTS
HISTORY	1~10	2
PAID-UP CAPITAL	1~10	2
OPERATING SCALE	1~10	2
FINANCIAL CONDITION
--BUSINESS SCALE	1~10	2
--PROFITABILIRY	1~10	--
--LIQUIDITY	1~10	2
--LEVERAGE	1~10	2
--RESERVES	1~10	2
--CREDIT LINES	1~10	2
--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
DEFAULTERS
--RBI	YES/NO	NO
--EPF	YES/NO	NO
TOTAL		16

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.