MIRA INFORM REPORT

Report No. :	346088
Report Date :	20.10.2015

IDENTIFICATION DETAILS

Name :	OLAM AGRO INDIA PRIVATE LIMITED (w.e.f 16.04.2015)
Formerly Known As :	OLAM AGRO INDIA LIMITED (w.e.f 22.07.2014) HEMARUS TECHNOLOGIES LIMITED
Registered Office :	DLF Building No. 8, Tower A, Ground Floor, Phase II, Cyber City, Gurgaon-122002, Haryana
Tel. No.:	91-124-4839999
Country :	India
Financials (as on) :	31.03.2014
Date of Incorporation :	27.01.2006
Com. Reg. No.:	05-048628
Capital Investment / Paid-up Capital :	Rs. 179.686 Million
CIN No.: [Company Identification No.]	U85110HR2006PLC048628
IEC No.:	Not Available
TAN No.: [Tax Deduction & Collection Account No.]	RTKH04170F
PAN No.: [Permanent Account No.]	AABCH6830P
Legal Form :	Private Limited Liability Company
Line of Business :	Trader, Exporter and Importer of Cotton Maize, Coffee, Raw Cashew-Nut, Pulses, Cashew Kernels, Clean, Rice, Sugar, Sesame, Soyabean, Ground Nuts, Pepper, etc.
No. of Employees :	500 (Approximately)

RATING & COMMENTS

MIRA’s Rating :

Ba (50)

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

Maximum Credit Limit :	USD 10596000
Status :	Satisfactory
Payment Behaviour :	Usually Correct
Litigation :	Exist
Comments :	Subject is a subsidiary of ‘Olam Enterprises India Limited’ and it is a trader, exporter and importer of cotton maize, raw cashew-nut pulses, cashew kernels and ground nuts etc. With respect to the operational performance of 2014, the company has reported adequate sales turnover growth and registered decent profit from its operations. Due to profit, company has able to wipe out its previous year accumulated losses and improved over its financial profile during FY2014. Rating also takes into consideration strong financial and managerial support that company receives from its holding entity backed by its well experience management team along with sound operating efficiencies and above average debt protection indicators. Trade relations are reported as fair. Payment terms are reported to be usually correct. In view of aforesaid, the company can be considered for business dealings at usual trade terms and condition.

NOTES :

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

ECGC Country Risk Classification List – March 31, 2015

Country Name	Previous Rating (31.12.2014)	Current Rating (31.03.2015)
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

NOT AVAILABLE

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 31-03-2015.

INFORMATION PARTED BY (GENERAL DETAILS)

Name :	Mr. Deepak
Designation :	Assistant Manager
Contact No.:	91-79-26463720

LOCATIONS

Registered/ Corporate Office :	DLF Building No. 8, Tower A, Ground Floor, Phase II, Cyber City, Gurgaon-122002, Haryana, India
Tel. No.:	91-124-4839999
Fax No.:	91-124-4839977
E-Mail :	sanjeev.mishra@olamnet.com deepak.choubey@olamnet.com deepak.yadav@olamnet.com
Website :	http://olamgroup.com www.olaonline.com
Location :	Owned
Branch Offices :	Located At : RICE · Karnal · Bathinda BARWANI SUGAR · Barwani PEANUTS, PULSUS, SESAME · Navi Mumbai COFFEE · Bangalore · Chikmagalore · Coorg · Hassan COTTON · Ahemdabad · Bathinda (PB) · Aurangabad · Manavadar CASHEW · Kollam · Vizag · Tamilnadu

DIRECTORS

AS ON 14.11.2014

Name :

Mr. Sanjay Sacheti

Designation :

Whole-Time Director

Address :

Flat No. 303, Pearl Court, II, Essel Towers, Mehrauli, Gurgaon Road, Gurgaon-122002, Haryana, India

Date of Birth/Age :

15.01.1979

Qualification :

CA

Date of Appointment :

14.11.2014

DIN No.:

00271310

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	Company/ LLP Status	Defaulting status
1	U65923HR1994PTC040113	OLAM ENTERPRISES INDIA Private Limited	Director	13-11-2014	02-11-2000	Active	NO
2	U85110HR2006PTC048628	OLAM AGRO INDIA PRIVATE LIMITED	Whole-time director	14-11-2014	17-10-2011	Active	NO

Name :

Mr. Siddharth Satish Satpute

Designation :

Whole-Time Director

Address :

39 Rakshak Society, Aundh Camp, Pune-411027, Maharashtra, India

Date of Birth/Age :

14.01.1975

Date of Appointment :

14.11.2014

DIN No.:

06903686

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	Company/ LLP Status	Defaulting status
1	U85110HR2006PTC048628	OLAM AGRO INDIA PRIVATE LIMITED	Whole-time director	14-11-2014	30-06-2014	Active	NO
2	U65923HR1994PTC040113	OLAM ENTERPRISES INDIA PRIVATE LIMITED	Director	13-11-2014	07-07-2014	Active	NO

Name :

Mr. Roshan Lal Tamak

Designation :

Whole-Time Director

Address :

House No. F1402, Freedom Park Life, Sector-57, Gurgaon-122003, Haryana, India

Date of Birth/Age :

04.03.1964

Qualification :

B.SC (Agriculture Science)

Date of Appointment :

14.11.2014

PAN No.:

ACHPT0918M

DIN No.:

05124001

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	Company/ LLP Status	Defaulting status
1	U85110HR2006PTC048628	OLAM AGRO INDIA PRIVATE LIMITED	Whole-time director	14-11-2014	17-11-2011	Active	NO

Name :

Mr. Sridhar Krishnan

Designation :

Director

Address :

18 Jalan Jambu Ayer, Singapore, 588778, , Singapore

Date of Birth/Age :

13.07.1954

Date of Appointment :

14.11.2014

DIN No.:

02608329

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	Company/ LLP Status	Defaulting status
1	U65923HR1994PTC040113	OLAM ENTERPRISES INDIA PRIVATE LIMITED	Director	23-09-2009	23-03-2009	Active	NO
2	U85110HR2006PTC048628	OLAM AGRO INDIA PRIVATE LIMITED	Director	14-11-2014	19-06-2014	Active	NO

KEY EXECUTIVES

Name :	Mr. Sanjeev Mishra
Designation :	Secretary
Address :	L-18, 2nd Floor, West Patel Nagar, Delhi-110008, Delhi, India
Date of Birth/Age :	17.06.1983
Date of Appointment :	19.06.2014
PAN No.:	APUPM9988G
Name :	Mr. Deepak
Designation :	Assistant Manager

MAJOR SHAREHOLDERS / SHAREHOLDING PATTERN

AS ON 14.11.2014

Names of Shareholders (Equity Shares)	No. of Shares
Olam Enterprises India Limited	17968599
Sanjeev Mishra	1
Sanjay Sacheti	1
K. S. Ramarathinam	1
Siddharth Satpute	1
Roshan Lal	1
Sanjay Rastogi	1
Total	17968605

Names of Shareholders (Preference Shares)	No. of Shares
Olam Investment Limited, Mauritius	17554990
Olam International Limited, Singapore	28615958
Total	46170948

AS ON 14.11.2014

Equity Share Breakup	Percentage of Holding
Category
Bodies corporate	100.00
Total	100.00

BUSINESS DETAILS

Line of Business :

Trader, Exporter and Importer of Cotton Maize, Coffee, Raw Cashew-Nut, Pulses, Cashew Kernels, Clean, Rice, Sugar, Sesame, Soyabean, Ground Nuts, Pepper, etc.

Products :

ITC Code No.	Product Descriptions
17010000	Sugar

Brand Names :

--

Agencies Held :

--

Exports :

Products :

Cotton

Countries :

China

Imports :

Products :

Finished Goods

Countries :

USA

Terms :

Selling :

L/C and Credit

Purchasing :

L/C and Credit

PRODUCTION STATUS: NOT AVAILABLE

GENERAL INFORMATION

Suppliers :

Reference:	Not Divulged
Name of the Person (Designation):	Not Divulged
Contact Number:	Not Divulged
Since how long known:	Not Divulged
Maximum limit dealt:	Not Divulged
Experience:	Not Divulged
Remark	Not Divulged

Customers :

End Users

Reference:	Not Divulged
Name of the Person (Designation):	Not Divulged
Contact Number:	Not Divulged
Since how long known:	Not Divulged
Maximum limit dealt:	Not Divulged
Experience:	Not Divulged
Remark	Not Divulged

No. of Employees :

500 (Approximately)

Bankers :

Bank Name:	IDBI Bank Limited
Branch:	Panampilly, Kerala, (India)
Person Name (with Designation):	Not Divulged
Contact Number:	91-484-2318889 (Ringing Continuously)
Name of Account Holder:	Not Divulged
Account Number:	Not Divulged
Account Since (Date/ Year of A/c Opening):	Not Divulged
Average Balance Maintained (Optional):	Not Divulged
Credit Facilities Enjoyed (CC/OD/Term Loan):	Not Divulged
Account Operation:	Not Divulged
Remarks:	Not Divulged

· HDFC Bank Limited

Mariam Centre, Chennai, Tamilnadu, India

Contact No. 91-44-8410019 (Not Working)

· Indian Bank

· State Bank of India

Facilities :

SECURED LOANS	31.03.2014 (Rs. In Million)	31.03.2013 (Rs. In Million)
LONG-TERM BORROWINGS
Term loans from banks	1021.708	1281.193
Total	1021.708	1281.193

Banking Relations :	--
Auditors :
Name :	S.R. Batliboi and Company LLP Chartered Accountants
Address :	Golf View Tower B, Sector 42, Sector Road, Gurgaon-122002, Haryana, India
Income-tax PAN of auditor or auditor's firm :	ACHFS9180N
Memberships :	--
Collaborators :	--
Holding Company :	Olam Enterprises India Limited, India (U72200HR1994PLC040113)
Ultimate Holding Company:	Olam International Limited
Fellow Subsidiary Company :	· Olam Spices and Vegetables Inc., United States · Olam Orchards Australia Pty Limited · Panasia International FZCO · Olam Middle East LLC. · Outspan Peru S.A.C
Subsidiary Company :	Ebro India Private Limited, India (U15314DL2013PTC249235)

CAPITAL STRUCTURE

AS ON 14.11.2014

Authorised Capital :

No. of Shares	Type	Value	Amount
129700000	Equity Shares	Rs. 10/- each	Rs. 1297.000 Million
50000000	Preference Shares	Rs. 10/- each	Rs. 500.000 Million
	Total		Rs. 1797.000 Million

Issued, Subscribed & Paid-up Capital :

No. of Shares	Type	Value	Amount
17968605	Equity Shares	Rs. 10/- each	Rs. 179.686 Million
46170948	Preference Shares	Rs. 10/- each	Rs. 461.709 Million
	Total		Rs. 641.396 Million

AS ON 31.03.2014

Authorised Capital :

No. of Shares	Type	Value	Amount
179700000	Equity Shares	Rs. 10/- each	Rs. 1797.000 Million

Issued, Subscribed & Paid-up Capital :

No. of Shares	Type	Value	Amount
17968605	Equity Shares	Rs. 10/- each	Rs. 179.686 Million

FINANCIAL DATA

[all figures are in Rupees Million]

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	179.686	1796.861	1014.736
(b) Reserves & Surplus	3067.298	(756.911)	(502.739)
(c) Money received against share warrants	461.709	0.000	0.000
(2) Share Application money pending allotment	0.000	0.000	747.125
Total Shareholders’ Funds (1) + (2)	3708.693	1039.950	1259.122
(3) Non-Current Liabilities
(a) Long-term borrowings	1064.843	1281.193	1240.002
(b) Deferred tax liabilities (Net)	0.000	0.000	0.000
(c) Other long term liabilities	7.633	0.000	0.000
(d) long-term provisions	7.465	0.224	0.721
Total Non-current Liabilities (3)	1079.941	1281.417	1240.723
(4) Current Liabilities
(a) Short term borrowings	7091.507	2609.196	1459.911
(b) Trade payables	3565.872	212.790	76.165
(c) Other current liabilities	772.334	309.027	325.912
(d) Short-term provisions	37.988	1.680	0.622
Total Current Liabilities (4)	11467.701	3132.693	1862.610
TOTAL	16256.335	5454.060	4362.455
II. ASSETS
(1) Non-current assets
(a) Fixed Assets
(i) Tangible assets	4169.997	3125.554	2981.101
(ii) Intangible Assets	6.987	3.654	3.762
(iii) Capital work-in-progress	28.913	1.098	7.949
(iv) Intangible assets under development	0.000	0.000	0.000
(b) Non-current Investments	0.418	0.000	0.000
(c) Deferred tax assets (net)	0.000	0.000	0.000
(d) Long-term Loan and Advances	168.955	5.947	18.300
(e) Other Non-current assets	86.398	0.000	11.210
Total Non-Current Assets	4461.668	3136.253	3022.322
(2) Current assets
(a) Current investments	0.000	0.050	0.000
(b) Inventories	6878.537	1577.111	773.435
(c) Trade receivables	2952.348	45.805	149.714
(d) Cash and cash equivalents	309.502	315.415	53.864
(e) Short-term loans and advances	1069.101	177.467	211.524
(f) Other current assets	585.179	201.959	151.596
Total Current Assets	11794.667	2317.807	1340.133
TOTAL	16256.335	5454.060	4362.455

PROFIT & LOSS ACCOUNT

	PARTICULARS		31.03.2014	31.03.2013	31.03.2012
	SALES
		Revenue from Operation	24928.073	1170.422	1148.802
		Other Income	523.739	17.718	5.650
		TOTAL (A)	25451.812	1188.140	1154.452
Less	EXPENSES
		Cost of Materials Consumed	6440.029	1356.950	981.925
		Purchases of Stock-in-Trade	14730.446	33.237	0.000
		Changes in inventories of finished goods, work-in-progress and Stock-in-Trade	(200.985)	(772.669)	(248.206)
		Employees benefits expense	700.475	78.033	60.609
		Other expenses	2185.190	249.252	203.960
		Prior Period Items	0.000	0.000	(0.045)
		TOTAL (B)	23855.155	944.803	998.243
	PROFIT BEFORE INTEREST, TAX, DEPRECIATION AND AMORTISATION (A-B) (C)		1596.657	243.337	156.209
Less	FINANCIAL EXPENSES (D)		839.539	343.327	436.778
	PROFIT BEFORE TAX, DEPRECIATION AND AMORTISATION (C-D) (E)		757.118	(99.990)	(280.569)
Less/ Add	DEPRECIATION/ AMORTISATION (F)		315.884	154.182	160.675
	PROFIT BEFORE TAX (E-F) (G)		441.234	(254.172)	(441.244)
Less	TAX (H)		(78.694)	0.000	(47.958)
	PROFIT AFTER TAX (G-H) (I)		519.928	(254.172)	(393.286)
	EARNINGS IN FOREIGN CURRENCY
		Export Earnings	0.015	0.000	0.000
	TOTAL EARNINGS		0.015	0.000	0.000
	IMPORTS
		Raw Materials	555.672	0.000	NA
		Stores and Consumables (including Packing materials)	0.476	0.000	NA
		Capital Goods	29.328	0.000	NA
	TOTAL IMPORTS		585.476	0.000	NA
	Earnings Per Share (Rs.)
	Basic		28.94	(14.98)	(5.95)
	Diluted		8.11	(14.98)	(5.95)

CURRENT MATURITIES OF LONG TERM DEBT DETAILS

Particulars	31.03.2014	31.03.2013	31.03.2012
Current Maturities of Long term debt	343.341	204.369	181.043
Cash Generated from Operations	NA	NA	NA
Net Cash Flow from (used in) Operations	1592.281	(326.315)	(435.594)

KEY RATIOS

PARTICULARS		31.03.2014	31.03.2013	31.03.2012
Net Profit Margin (PAT / Sales)	(%)	2.09	(21.72)	(34.23)
Operating Profit Margin (PBDIT/Sales)	(%)	6.41	20.79	13.60
Return on Total Assets (PBT/Total Assets}	(%)	2.72	(4.66)	(10.13)
Return on Investment (ROI) (PBT/Networth)		0.12	(0.24)	(0.35)
Debt Equity Ratio (Total Liability/Networth)		2.29	3.94	2.29
Current Ratio (Current Asset/Current Liability)		1.03	0.74	0.72

FINANCIAL ANALYSIS

[all figures are in Rupees Million]

DEBT EQUITY RATIO

Particular	31.03.2012	31.03.2013	31.03.2014
	(Rs. In Million)	(Rs. In Million)	(Rs. In Million)
Share Capital	1014.736	1796.861	179.686
Reserves & Surplus	(502.739)	(756.911)	3067.298
Money received against share warrants	0.000	0.000	461.709
Share Application money pending allotment	747.125	0.000	0.000
Net worth	1259.122	1039.950	3708.693
Long-term borrowings	1240.002	1281.193	1064.843
Short term borrowings	1459.911	2609.196	7091.507
CURRENT MATURITIES OF LONG-TERM DEBTS	181.043	204.369	343.341
Total borrowings	2880.956	4094.758	8499.691
Debt/Equity ratio	2.288	3.937	2.292

YEAR-ON-YEAR GROWTH

Year on Year Growth	31.03.2012	31.03.2013	31.03.2014
	(Rs. In Million)	(Rs. In Million)	(Rs. In Million)
Sales	1148.802	1170.422	24928.073
		1.882	2,029.836

NET PROFIT MARGIN

Net Profit Margin	31.03.2012	31.03.2013	31.03.2014
	(Rs. In Million)	(Rs. In Million)	(Rs. In Million)
Sales	1148.802	1170.422	24928.073
Profit/ (Loss)	(393.286)	(254.172)	519.928
	(34.23%)	(21.72%)	2.09%

LOCAL AGENCY FURTHER INFORMATION

Sr. No.	Check list by info agents	Available in Report (Yes/No)
1	Year of establishment	Yes
2	Constitution of the entity -Incorporation details	Yes
3	Locality of the entity	Yes
4	Premises details	No
5	Buyer visit details	--
6	Contact numbers	Yes
7	Name of the person contacted	Yes
8	Designation of contact person	Yes
9	Promoter’s background	Yes
10	Date of Birth of Proprietor / Partners / Directors	Yes
11	Pan Card No. of Proprietor / Partners	Yes
12	Voter Id Card No. of Proprietor / Partners	No
13	Type of business	Yes
14	Line of Business	Yes
15	Export/import details (if applicable)	Yes
16	No. of employees	Yes
17	Details of sister concerns	Yes
18	Major suppliers	No
19	Major customers	No
20	Banking Details	Yes
21	Banking facility details	Yes
22	Conduct of the banking account	--
23	Financials, if provided	Yes
24	Capital in the business	Yes
25	Last accounts filed at ROC, if applicable	Yes
26	Turnover of firm for last three years	Yes
27	Reasons for variation <> 20%	--
28	Estimation for coming financial year	No
29	Profitability for last three years	Yes
30	Major shareholders, if available	Yes
31	External Agency Rating, if available	No
32	Litigations that the firm/promoter involved in	--
33	Market information	--
34	Payments terms	Yes
35	Negative Reporting by Auditors in the Annual Report	No

LITIGATION DETAILS:

HIGH COURT OF DELHI

$~31

* IN THE HIGH COURT OF DELHI AT NEW DELHI

+ CS(OS) 1407/2015

AGSON GLOBAL PVT LTD ..... Plaintiff

Through

versus

OLAM AGRO INDIA LIMITED AND ORS ..... Defendants

Through Mr. Nikhil A. Menon, Advocate

CORAM:

SH. ANIL KUMAR SISODIA (DHJS), JOINT REGISTRAR

(JUDICIAL)

% O R D E R

14.09.2015

IA No. 19221/2015 and IA No. 19222/2015 and IA No. 19223/2015 and

IA No. 19224/2015 and IA No. 19225/2015 and IA No. 19226/2015 and

IA No. 19227/2015 in CS(OS) 1407/2015

Notices of these applications be issued to plaintiff through counsel on filing of PF, Speed Post and approved courier, returnable for 4^th November, 2015, the date already fixed.

ANIL KUMAR SISODIA (DHJS)

JOINT REGISTRAR (JUDICIAL)

SEPTEMBER 14, 2015

savita

INDEX OF CHARGES

S.NO.	CHARGE ID	DATE OF CHARGE CREATION/MODIFICATION	CHARGE AMOUNT SECURED	CHARGE HOLDER	ADDRESS	SERVICE REQUEST NUMBER (SRN)
1	10545624	24/12/2014	62,400,000.00	STATE BANK OF INDIA	CAG BRANCH, 3RD FLOOR, SIGPAI ACHI BUILDING, 18/3 RUKMINI LAKSHMIPATHI ROAD, EGMORE, CHENNAI- 600008, TAMIL NADU, INDIA	C41683384
2	10533169	24/09/2014	93,200,000.00	INDIAN BANK	SURABHI ARCARE BANK STREET, KOTI, HYDERABAD- 500001, ANDH RA PRADESH, INDIA	C34906222
3	10419512	21/03/2013	315,000,000.00	INDIAN BANK	SURABHI ARCADE, BANK STREET, KOTI, HYDERABAD- 500001, AND HRA PRADESH, INDIA	B73106247
4	10113998	10/10/2012 *	1,330,345,000.00	INDIAN BANK	HYDERABAD MAIN BRANCH, SURABHI ARCADE, BANK STREET, KOTI, HYDERABAD- 500001, ANDHRA PRADESH, INDIA	B63266563

* Date of charge modification

UNSECURED LOANS

PARTICULARS	31.03.2014 (Rs. In Million)	31.03.2013 (Rs. In Million)
LONG-TERM BORROWINGS
Loans and advances from related parties	43.135	0.000
SHORT TERM BORROWINGS
Working capital loans from banks	750.000	0.000
Loans and advances from related parties	140.000	0.000
Other loans and advances	6201.507	2609.196
Total	7134.642	2609.196

CORPORATE INFORMATION:

Hemarus Industries Limited (HIL) (now Olam Agro India Limited) was incorporated under the Companies Act, 1956 in the year 2006. The Company became wholly owned subsidiary of Olam Agro India Limited (OAIL) (now Olam Enterprises India Limited) w.e.f October 17, 2011. Pursuant to the scheme of arrangement between OAIL and HIL approved by the Hon?ble High Court of Punjab and Haryana at Chandigarh on 24th March, 2014, all assets and liabilities pertaining to Manufacturing/ Processing and Trading Division of OAIL as on 01/04/2012 (?the appointed date?) have been demerged into the Company?s business. After the approval of the scheme of arrangement, the Company is engaged in the processing of Raw Cashew-Nut, Coffee Beans, Groundnut and Paddy and in the production of Sugar, Spices and Rice and in cogeneration of power. The Company also does trading of Cashew Kernels, Clean Coffee, Cotton, Rice, Sugar, Raw Wheat, Pulses, Maize, Soyabean, Ground Nuts, Pepper, Almonds, Pista, Skimmed milk powder, Timber, Bajra, Chana, Soyabean, Ginger and other products.

SCHEME OF ARRANGEMENT:

a. Pursuant to the scheme of arrangement (?Scheme?) between Olam Agro India Limited (now Olam Enterprises India Limited) (?OAIL? or ?the Transferor Company?) and Hemarus Industries Limited (now Olam Agro India Limited) (?HIL? or ?the Transferee Company?) approved by the Hon?ble High Court of Punjab and Haryana at Chandigarh on 24 th March, 2014, all assets and liabilities pertaining to Manufacturing/ Processing and Trading Division of OAIL as on 01/04/2012 (?the appointed date?) have been demerged into HIL at their respective book values. The Scheme is effective from May 31, 2014 (?the effective date?).

b. The summary of the assets and liabilities transferred from OAIL as on April 1, 2012 is as below:

ASSETS	Amount in Million
Non-current assets
Tangible assets	1372.599
Intangible Assets	0.715
Capital work-in-progress	34.174
Non-current investments	0.425
Deferred tax assets (net)	82.136
Long-term loans and advances	77.193
Other non-current assets	0.143
	1567.386
Current assets
Inventories	9365.387
Trade receivables	529.040
Cash and bank balances	183.834
Short-term loans and advances	1692.224
Other current assets	527.729
	12298.214
TOTAL ASSETS	13865.602
LESS: LIABILITIES
Non-current liabilities
Long-term borrowings	183.401
Trade payables	4.200
Long-term provisions	4.173
	191.773
Current liabilities
Short term borrowings	10173.384
Trade payables	2023.838
Other current liabilities	328.358
Short-term provisions	72.978
	12598.558
TOTAL LIABILITIES	12790.331

Net worth as on 1st of April, 2012	1075.270
Add : Additional Net worth*	751.130
NET ASSETS	1826.401

* During the financial year 2012-13, OAIL received Rs. 786.130 Million towards additional share capital from Olam International Limited, Singapore. Out of Rs. 786.130 Million amount of Rs. 751.130 Million was retained in Manufacturing/ Processing and Trading division (Business Undertaking) and Rs. 35,000,000 was used for making investment in Hemarus Industries Limited. Accordingly, as per the Scheme, additional net worth of Rs. 751.130 Million has been considered as net worth of the division as on 1st of April, 2012.

c. Pursuant to the Scheme, the Company has issued 194 Participating Cumulative Compulsorily Convertible Preference Shares (PCCCPS) of Rs. 10/- each as fully paid up for every 100 Equity Shares of Rs. 10/- each held in OAIL on July 18, 2014 to the Share holder of OAIL aggregating to 46,170,948 shares. This amount is being carried as Preference Share Capital Suspense as at March 31, 2014. The said PCCCPS will carry a right to cumulative dividend @ 1% from the effective date of the Scheme. The PCCCPS is compulsorily convertible into 1 equity share of Rs. 10 each after completion of 5 years from the effective date of the Scheme. These PCCCPS will also be entitled to get bonus shares to the same extent as equity shares.

d. The results of the Company for the current year ended 31st March, 2014 are after giving effect to the Scheme, whereby the Manufacturing/ Processing and Trading division (Business Undertaking) of OAIL has merged into the Company with appointed date of 1st April, 2012 and accordingly its previous year?s figures are not comparable with current year.

e. As per the Scheme, during the period between the Appointed date and the Effective date, OAIL has carried on the Manufacturing/ Processing and Trading division (Business Undertaking) of OAIL in ?trust? on behalf of the Company. Further, all profits or incomes earned and losses and expenses incurred for Manufacturing/ Processing and Trading division (Business Undertaking) of OAIL during the period, for all purposes, is profits or income or expenditure or losses of the Company. Accordingly, net profit after tax of Rs. 322.415 Million earned by OAIL during the year ended March 31, 2013 has been transferred from OAIL in the current year.

f. The title deeds for immovable properties, licenses, agreements, loan documents etc. of OAIL are in the process of being transferred in the name of the Company.

g. As per the Scheme, the difference of Rs. 1364.691 Million between the value of net assets transferred (Rs. 1826.401 Million) from OAIL to HIL and value of PCCCPS to be issued (Rs. 461.709 Million) has been credited to the securities premium account of the Company.

h. As per the Scheme, the equity share capital of the Company as on 31st March, 2013 of Rs. 1,796.861 Million has been reorganized with one equity share of Rs. 10 each converted into one equity share of Re. 1 each and balance Rs. 9 per share transferred to securities premium account. Immediately thereafter, 10 equity shares of Re. 1 each has been consolidated into one equity share of Rs. 10 each. As a result, number of equity shares stands reduced to 17,968,605 shares of Rs. 10 each aggregating to Rs. 179.686 Million and securities premium accounts stands increased by Rs. 1617.174 Million

i. Upon the Scheme becoming effective, the Company shall increase its authorised capital, if required to facilitate the issue of PCCCPS to the shareholders of OAIL. The authorised share capital of the Company shall stand increased to Rs. 2297.000 Million divided into 179,700,000 equity shares of Rs. 10 each and Rs. 50.000 Million preference shares of Rs. 10 each.

FIXED ASSETS:

Tangible Assets

· Land

· Buildings

· Plant and Equipment

· Furniture and Fixtures

· Vehicles

· Office Equipment

· Other Equipment

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. 64.82
UK Pound	1	Rs. 100.12
Euro	1	Rs. 73.75

INFORMATION DETAILS

Information Gathered by :	KMN
Analysis Done by :	KAR
Report Prepared by :	IND

SCORE & RATING EXPLANATIONS

SCORE FACTORS	RANGE	POINTS
HISTORY	1~10	6
PAID-UP CAPITAL	1~10	5
OPERATING SCALE	1~10	6
FINANCIAL CONDITION
--BUSINESS SCALE	1~10	6
--PROFITABILIRY	1~10	6
--LIQUIDITY	1~10	5
--LEVERAGE	1~10	5
--RESERVES	1~10	5
--CREDIT LINES	1~10	6
--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	YES
--AFFILIATION	YES/NO	YES
--LISTED	YES/NO	NO
--OTHER MERIT FACTORS	YES/NO	YES
DEFAULTER
--RBI	YES/NO	NO
--EPF	YES/NO	NO
TOTAL		50

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.