MIRA INFORM REPORT

Report Date :

12.12.2008

IDENTIFICATION DETAILS

Name :	LANDMARK LIMITED (PART IX)
Registered Office :	Enterprise Centre, Off Nehru Road, Beside Orchid Hotel, Vile Parle (East), Mumbai – 400 099, Maharashtra.
Country :	India
Financials (as on) :	31.03.2008
Date of Incorporation :	31.03.2006
Com. Reg. No.:	11-160918
CIN No.: [Company Identification No.]	U70109MH2006PLC160918
Legal Form :	A Closely Held Public Limited Liability Company.
Line of Business :	Manufacturer of Books, Audio Compact Disc and Stationery.

RATING & COMMENTS

MIRA’s Rating :

Ba

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

Maximum Credit Limit :	USD 2000000
Status :	Satisfactory
Payment Behaviour :	No Complaints
Litigation :	Clear
Comments :	Subject is an established company having satisfactory track. Trade relations are fair. Business is active. No complaints have been heard. The company can be considered good for normal business dealings.

INFORMATION DECLINED BY

Name :	Mr. Sundarrajan
Designation :	CFO
Name :	Mr. Pradip
Designation :	Accounts Executive
Date :	11.12.2008

LOCATIONS

Registered Office :	Enterprise Centre, Off Nehru Road, Beside Orchid Hotel, Vile Parle (East), Mumbai – 400 099, Maharashtra, India.
Tel. No.:	91-22-66767575
Fax No.:	91-22-22070216
E-Mail :	pameela.paruchuri@trent-tata.com

DIRECTORS

Name :	Mr. Noel N. Tata
Designation :	Nominee Director
Address :	Windmere Cuffe Parade, Colaba, Mumbai – 400005, Maharashtra, India.
Date of Birth/Age :	12.11.1956
Date of Appointment :	31.03.2006
Name :	Mr. Shreeharsha V. Phene
Designation :	Director
Address :	21, Mamta-D, Appasheb Marathe Marg, Prabhadevi, Mumbai – 400025, Maharashtra, India.
Date of Birth/Age :	08.05.1955
Date of Appointment :	31.03.2006
Name :	Mr. Pradeep K. Anand
Designation :	Director
Address :	303/304, Gulshan, 14^th A, Road, Khar (West), Mumbai – 400052, Maharashtra, India.
Date of Birth/Age :	03.05.1953
Date of Appointment :	31.03.2006
Name :	Mr. Aspy D. Cooper
Designation :	Director
Address :	Quest End -47, Cuffe Parade Colaba, Mumbai – 400005, Maharashtra, India.
Date of Birth/Age :	23.08.1940
Date of Appointment :	31.03.2006
Name :	Mr. Pattabhi Balusuprabhakara
Designation :	Director
Address :	159, Luz Church Road, Mylapore, Chennai – 600004, Tamilnadu, India.
Date of Birth/Age :	17.11.1972
Date of Appointment :	31.03.2006
Name :	Mr. Jaysankar Subramaniam
Designation :	Director
Address :	A-2, Century Retreat, 23, Sterling, 1cross Street, Nungambakkam, Chennai – 600034, Tamilnadu, India.
Date of Birth/Age :	13.03.1958
Date of Appointment :	31.03.2006

KEY EXECUTIVES

Name :	Mr. Shreyas Trivedi
Designation :	Company Secretary
Address :	Flat No.2, A Wing, Lal-Lal Co. Op. Hsg. Society, Data Mandir Road, Dahanukarwadi, Kandivili (West) Mumbai -400067, Maharashtra, India.
Date of Birth/Age :	04.01.1973
Date of Appointment :	03.08.2006
Name :	Mr. Sundarrajan
Designation :	CFO
Name :	Mr. Pradip
Designation :	Accounts Executive

MAJOR SHAREHOLDERS / SHAREHOLDING PATTERN

AS ON 29.09.2008

Names of Shareholders	No. of Shares	Percentage of Holding
Trent Limited	4445047	77.41
Mrs. Hemalatha Ramaiah	100	0.00
Trent Brands Limited	40207	0.70
Fiora Services Limited	2513	0.04
Satnam Developers And Finance Private Limited	2513	0.04
Satnam Realtors Private Limited	2513	0.04
Fiora Link Road Properties Private Limited	2513	0.04
Tata Investment Corporation Limited	1246900	21.71
Total	5742306	100.00

List Of Allottees Of Cumulative Convertible Preferences Shares

Names of Allottees	No. of CCPs
Trent Limited	1602500
Trent Brands Limited	1550
Fiora Services Limited	100
Satnam Developers And Finance Private Limited	100
Satnam Realtors Private Limited	100
Fiora Link Road Properties Private Limited	100
Hemalatha Ramaiah	25350
Total	1629800

List of Allottees after Conversion of Cumulative Convertible Preferences Shares

Names of Allottee	No. of Shares
Trent Limited	217047
Trent Brands Limited	207
Fiora Services Limited	13
Satnam Developers And Finance Private Limited	13
Satnam Realtors Private Limited	13
Fiora Link Road Properties Private Limited	13

AS ON 31.03.2008

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

BUSINESS DETAILS

Line of Business :

Manufacturer of Books, Audio Compact Disc and Stationery.

Products :

Item code No.	Product Description
1	Books
2	Audio compact disc
3	stationery

GENERAL INFORMATION

Bankers :

• HDFC Bank Limited

HDFC Bank House Senapati Bapat Marg, Lower Parel West, Mumbai –

400013, Maharashtra, India

Facilities :

Secured Loans As On 31.03.2008

Particulars	Rs. In Million
From Bank
Terms Loans (Secured By First Exclusive Charge On Entire Current Assets Of The Company And Equitable Mortgage On Immovable Property)	236.234
Cash Credit (Secured By First Exclusive Charge On Entire Current Assets Of The Company And Equitable Mortgage On Immovable Property)	49.770
Total	286.004

Unsecured Loans As On 31.03.2008

Particulars	Rs. In Million
Loan From Holding Company	16.396
Loan From A Member	5.866
Total	22.262

Banking Relations :	-
Auditors :
Name :	Deloitte Haskins and Sells Chartered Accountant
Address :	2^nd Floor, Temple Tower, 672, Anna Salai, Chennai – 600035, Tamilnadu, India.
Holding Company :	Ø Trent Limited CIN No.:- L24240MH1952PLC008951
Associates :	Ø Landmark Etail Private Limited U72900TN2001PTC046790 Ø Regent Management Private Limited U74140TN1992PTC022838 Ø Westland Limited U22190TN2007PLC064265 Ø East, West Books Madras P. Limited U22122TN1995PTC033532

CAPITAL STRUCTURE

AS ON 31.03.2008

Authorised Capital :

No. of Shares	Type	Value	Amount
8700000	Equity Shares	Rs. 10/- Each	Rs. 87.000 Millions
1630000	Preference Shares	Rs. 100/- Each	Rs.163.000 Millions
	Total		Rs.250.000 Millions

Issued, Subscribed & Paid-up Capital :

No. of Shares	Type	Value	Amount
5000000	Equity Shares	Rs. 10/- Each	Rs. 50.000 Millions
1629800	1% Cumulative Convertible Preference Shares	Rs. 100/- Each	Rs.162.980 Millions
	Total		Rs. 212.980 Millions

Note:-

Of the above 3,900,000 (previous year – 3,900,000) equity shares are held by the holding company, Trent Limited)

FINANCIAL DATA

[all figures are in Rupees Millions]

ABRIDGED BALANCE SHEET

SOURCES OF FUNDS		31.03.2008	31.03.2007
SHAREHOLDERS FUNDS
1] Share Capital		212.980	212.980
2] Share Application Money		0.000	0.000
3] Reserves & Surplus		12.080	15.319
4] (Accumulated Losses)		0.000	0.000
NETWORTH		225.060	228.299
LOAN FUNDS
1] Secured Loans		286.005	185.064
2] Unsecured Loans		22.264	62.264
TOTAL BORROWING		308.269	247.328
DEFERRED TAX LIABILITIES		7.991	3.919
TOTAL		541.320	479.546
APPLICATION OF FUNDS
FIXED ASSETS [Net Block]		335.171	288.775
Capital work-in-progress		7.596	7.093
INVESTMENT		27.785	20.842
DEFERREX TAX ASSETS		0.000	0.000
CURRENT ASSETS, LOANS & ADVANCES
	Inventories	538.348	449.663
	Sundry Debtors	9.315	12.004
	Cash & Bank Balances	26.470	13.441
	Other Current Assets	0.000	0.000
	Loans & Advances	186.092	154.545
Total Current Assets		760.225	629.653
Less : CURRENT LIABILITIES & PROVISIONS
	Current Liabilities	564.152	463.803
	Provisions	25.305	3.014
Total Current Liabilities		589.457	466.817
Net Current Assets		170.768	162.836
MISCELLANEOUS EXPENSES		0.000	0.000
TOTAL		541.320	479.546

PROFIT & LOSS ACCOUNT

PARTICULARS		31.03.2008	31.03.2007
Sales Turnover		1792.746	1370.227
Other Income		2.975	7.255
Total Income		1795.721	1377.482
Profit/(Loss) Before Tax		353.353	61.148
Provision for Taxation		14.072	21.318
Profit/(Loss) After Tax		339.281	39.921
Earnings in Foreign Currency :
	Sale of goods	84.347	68.239
Total Earnings		84.347	68.239
Expenditures :
	Purchases made for re-sale	1181.010	919.429
	Salaries, Wages, Bonus, etc.	123.076	76.714
	Payment to Auditors	0.692	0.674
	Interest	26.812	12.629
	Insurance Expenses	1.206	2.288
	Power & Fuel	43.724	30.711
	Depreciation & Amortization	29.709	20.763
	Other Expenditure	36.139	253.126
Total Expenditure		1442.368	1316.334

KEY RATIOS

PARTICULARS		31.03.2008	31.03.2007
PAT / Total Income	(%)	18.89	2.89
Net Profit Margin (PBT/Sales)	(%)	19.71	4.46
Return on Total Assets (PBT/Total Assets}	(%)	31.24	6.46
Return on Investment (ROI) (PBT/Networth)		1.57	0.26
Debt Equity Ratio (Total Liability/Networth)		3.98	3.12
Current Ratio (Current Asset/Current Liability)		1.28	1.34

LOCAL AGENCY FURTHER INFORMATION

This form is for	Modification of charge
Charge identification number of the modified	10008058
Corporate identity number of the company	U70109MH2006PLC160918
Name of the company	LANDMARK LIMITED
Address of the registered office or of the principal place of business in India of the company	Enterprise Centre, Off Nehru Road, Beside Orchid Hotel, Vile Parle (East), Mumbai – 400 099, Maharashtra, India.
Type of charge	Immovable property
Particular of charge holder	HDFC Bank Limited HDFC Bank House Senapati Bapat Marg, Lower Parel West, Mumbai – 400013, Maharashtra, India srinivasan.venkataraman@hdfcbank.com
Nature of description of the instrument creating or modifying the charge	No separate instrument has been executed for modification of charge as equitable mortgage is an oral transaction. Memorandum relating to extension of mortgage by constructive delivery of title deeds of immovable properties belonging to the company dated 13.08.2008 is enclosed herewith.
Date of instrument Creating the charge	13.08.2008
Amount secured by the charge	Rs. 571.500 millions
Brief particulars of the principal terms an conditions and extent and operation of the charge	Rate of interest Any such rate as may be advised to the company from time to time in respect of the credit facilities. Term of repayment Term loan I of Rs. 21.500 millions – unless demanded earlier the loan is repayable in 3 years. Term loan II of Rs. 100.000 millions – unless demanded earlier the loan is repayable in 5 years with 6 months moratorium Term loan III of Rs. 100.000 millions – unless demanded earlier the loan is repayable in 4.5 years with moratorium of 1 year. Term loan IV (additional) of Rs. 100.000 millions – unless demanded earlier the loan is repayable in 5.5 years cash credit/ WCDL of Rs. 250.000 millions – repayable on demand. Margin As may be prescribed by the bank from time to time for the credit facilities. Extent and operation of the charge The company created charge by extension of mortgage by constructive delivery of title deeds in respect of immovable properties describe in the attachment as security for repayment of credit facilities granted/ to be granted to the company aggregating to Rs. 571.500 millions together with interest, costs, charges and other dues any time hereafter may become due and owing to the bank in respect of and under the credit facilities and interest and all other cost thereto.
Date of latest modification prior to the present modification	28.04.2007

Contingent Liabilities as on 31.03.2008

Particulars	Rs. In Million
Bank Guarantees (Collateralized By Bank Deposits Of Rs. 0.105 Millions)	0.150
Disputed Statutory Dues	5.816

FIXED ASSETS

Tangible Assets

Ø Goodwill

Ø Freehold Land

Ø Building

Ø Leasehold Improvements

Ø Furniture And Fixtures

Ø Plant And Machinery

Ø Computers

Ø Office Equipment

Ø Vehicles

In Tangible Assets

Ø 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 records 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 records 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.48.52
UK Pound	1	Rs.72.62
Euro	1	Rs.63.76

SCORE & RATING EXPLANATIONS

SCORE FACTORS	RANGE	POINTS
HISTORY	1~10	5
PAID-UP CAPITAL	1~10	5
OPERATING SCALE	1~10	5
FINANCIAL CONDITION
--BUSINESS SCALE	1~10	6
--PROFITABILIRY	1~10	4
--LIQUIDITY	1~10	5
--LEVERAGE	1~10	5
--RESERVES	1~10	5
--CREDIT LINES	1~10	5
--MARGINS	-5~5	-
DEMERIT POINTS
--BANK CHARGES	YES/NO	YES
--LITIGATION	YES/NO	NO
--OTHER ADVERSE INFORMATION	YES/NO	NO
MERIT POINTS
--SOLE DISTRIBUTORSHIP	YES/NO	NO
--EXPORT ACTIVITIES	YES/NO	YES
--AFFILIATION	YES/NO	YES
--LISTED	YES/NO	NO
--OTHER MERIT FACTORS	YES/NO	YES
TOTAL		45

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	Unfavourable & favourable factors carry similar weight in credit consideration. 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
NR		In view of the lack of information, we have no basis upon which to recommend credit dealings	No Rating

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