MIRA INFORM REPORT

Report Date :

15.12.2011

IDENTIFICATION DETAILS

Name :	TRENT HYPERMARKET LIMITED

Registered Office :	Taj Building, 2^nd Floor, 210, Dr. D.N. Road, Fort, Mumbai – 400 001, Maharashtra

Country :	India

Financials (as on) :	31.03.2011

Date of Incorporation :	01.07.2008

Com. Reg. No.:	11-184184

Capital Investment / Paid-up Capital :	Rs.522.000 millions

CIN No.: [Company Identification No.]	U51900MH2008PLC184184

TAN No.: [Tax Deduction & Collection Account No.]	MUMT14830E

PAN No.: [Permanent Account No.]	AACCT9803D

Legal Form :	A Closely Held Public Limited Liability Company

Line of Business :	Retail Business

No. of Employees :	Information declined by the management

RATING & COMMENTS

MIRA’s Rating :

B (28)

RATING

STATUS

PROPOSED CREDIT LINE

26-40

Capability to overcome financial difficulties seems comparatively below average.

Small

Status :	Moderate

Payment Behaviour :	Usually Correct

Litigation :	Clear

Comments :	Subject is a subsidiary of Trent Limited. It is a Tata Group Company. There appears huge accumulated losses recorded by the company. However, trade relations are reported as fair. Business is active. Payments are reported to be usually correct and as per commitments. In view of strong holding company, the subject can be considered normal for business dealings at usual trade terms and conditions.

NOTES :

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

INFORMATION DECLINED BY

Management non-cooperative

LOCATIONS

Registered Office :	Taj Building, 2^nd Floor, 210, Dr. D.N. Road, Fort, Mumbai – 400 001, Maharashtra, India
Tel. No.:	91-22-22071464/ 67008003
Fax No.:	91-22-22070216/ 67008600
E-Mail :	hr.wadia@trenthyper-tata.com pameela.paruchuri@trent-tata.com pratik.shah@trent-tata.com
Location :	Owned

Corporate Office :	Trent House, G-Block, Plot No.C-60, Beside Citi Bank, Bandra Kurla Complex, Bandra (east), Mumbai – 400 051, Maharashtra, India
Tel. No.:	91-22-67009000
Fax No.:	91-22-67009210

DIRECTORS

As on 08.08.2011

Name :

Mr. Noel Naval Tata

Designation :

Chairman

Address :

Windmere, 55, Cuffe Parade, Mumbai – 400 005, Maharashtra, India

Date of Birth/Age :

12.11.1956

Qualification :

B.A.(Eco) Sussex, IEP, INSEAD in France

Date of Appointment :

29.07.2010

DIN No.:

00024713

Other Directorship :

S.No.	CIN	Name of the Company	Current designation of the director	Date of appointment at current designation	Original date of appointment	Date of cessation	Company Status	Defaulting status
1	U63040MH1993PTC070465	DKI Travel Services Private Limited	Director	01-06-94	01-06-94	18-04-11	Active	NO
2	L24240MH1952PLC008951	Trent Limited	Director	05-08-11	18-12-97	-	Active	NO
3	L29308MH1954PLC009371	Voltas Limited	Director	27-01-03	27-01-03	-	Active	NO
4	L74999TZ1984PLC001456	Titan Industries Limited	Nominee director	07-08-03	07-08-03	-	Active	NO
5	U70101MH2004PTC145888	Lorimar Properties Private Limited	Director	23-04-04	23-04-04	-	Active	NO
6	L67200MH1937PLC002622	Tata Investment Corporation Limited	Director	09-06-04	09-06-04	-	Active	NO
7	U70102MH1994PTC076582	Satnam Developers and Finance Private Limited	Nominee director	21-08-04	21-08-04	-	Amalgamated	NO
8	U91990MH2005GAP151959	Retailers Association of India	Director	14-03-05	14-03-05	-	Active	NO
9	U74899DL1995PLC073520	Trent Brands Limited	Nominee director	27-04-05	27-04-05	10-05-10	Active	NO
10	U70109MH2006PLC160918	Landmark Limited (PART IX)	Nominee director	31-03-06	31-03-06	-	Active	NO
11	U67190MH2005PLC153819	Milestone Capital Advisors Limited	Director	10-05-07	10-05-07	09-09-10	Active	NO
12	U74140MH2007PTC172569	IL and FS Milestone Realty Advisors Private Limited	Director	26-09-08	14-08-07	09-09-10	Active	NO
13	U67100MH2007PTC169947	Trexa ADMC Private Limited	Director	11-10-08	21-09-07	-	Active	NO
14	U65991MH2007PTC169267	Virtuous Trustees Private Limited	Director	29-09-08	21-09-07	22-12-09	Active	NO
15	L24202MH1920PLC000825	Kansai Nerolac Paints Limited	Director	24-06-08	27-10-07	-	Active	NO
16	U51900MH2008PLC184184	Trent Hypermarket Limited	Director	30-09-10	12-08-08	-	Active	NO
17	U74900HR2009FTC043768	Inditex Trent Retail India Private Limited	Director	27-10-09	27-10-09	-	Active	NO
18	U92411MH1933PLC002813	The Cricket Club of India Limited	Nominee director	09-04-10	09-04-10	-	Active	NO
19	U51900MH1962PLC012528	Tata International Limited	Managing director	26-08-10	05-05-10	-	Active	NO
20	U72900MH2000PLC126195	Drive India Enterprise Solutions Limited	Director	08-08-11	01-11-10	-	Active	NO
21	U18209TN1997PLC037515	Bachi Shoes Limited	Additional director	24-12-10	24-12-10	-	Active	NO

Name :

Mr. Venkatesalu Palaniswamy

Designation :

Director

Address :

Tata Colony, ‘Falcon Crest’, Flat # 102, G.D. Ambekar Marg, Parel, Mumbai – 400 017, Maharashtra, India

Date of Birth/Age :

27.02.1977

Qualification :

BCOM, CFA, MBA

Date of Appointment :

03.07.2008

DIN No.:

02190892

Other Directorship :

S.No.	CIN	Name of the Company	Current designation of the director	Date of appointment at current designation	Original date of appointment	Date of cessation	Company Status	Defaulting status
1	U70109MH2006PLC160918	Landmark Limited (Part IX)	Director	16-09-09	25-06-08	-	Active	NO
2	U51900MH2008PLC184184	Trent Hypermarket Limited	Director	01-07-08	01-07-08	-	Active	NO
3	U74990PN1989PLC020632	Fiora Services Limited	Director	30-09-08	13-08-08	-	Active	NO
4	U70100MH2005PLC155569	Fiora Link Road Properties Limited	Director	16-09-09	22-09-08	-	Active	NO
5	U74899DL1995PLC073520	Trent Brands Limited	Director	15-09-09	23-09-08	-	Active	NO
6	U74899DL1971PTC005728	Nahar Retail Trading Services Private Limited	Director	16-09-09	23-09-08	-	Active	NO
7	U70102MH1994PTC076582	Satnam Developers and Finance Private Limited	Director	16-09-09	24-09-08	-	Amalgamated	NO
8	U67100MH2007PTC169947	Trexa Admc Private Limited	Director	28-09-09	14-11-08	-	Active	NO
9	U74900HR2009FTC043768	Inditex Trent Retail India Private Limited	Director	27-10-09	27-10-09	-	Active	NO
10	U22190TN2007PLC064265	Westland Limited	Director	29-07-11	23-03-11	-	Active	NO
11	U74140TN1992PLC022838	Trent Retail Services Limited	Additional director	04-05-11	04-05-11	23-05-11	Active	NO

Name :

Mr. Aspy Dady Cooper

Designation :

Director

Address :

47, Cuffe Parade, Mumbai – 400 005, Maharashtra, India

Date of Birth/Age :

23.08.1940

Qualification :

B.Com, F.C.A.

Date of Appointment :

17.10.2008

DIN No.:

00026134

Other Directorship :

S.No.	CIN	Name of the Company	Current designation of the director	Date of appointment at current designation	Original date of appointment	Date of cessation	Company Status	Defaulting status
1	L24240MH1952PLC008951	Trent Limited	Director	29-05-84	29-05-84	-	Active	NO
2	U74300MH1969PTC014391	Lintas India Private Limited	Alternate director	27-09-06	26-07-84	02-07-07	Active	NO
3	U74899DL1995PLC073520	Trent Brands Limited	Director	06-05-96	06-05-96	-	Active	NO
4	U70109MH2006PLC160918	Landmark Limited (Part IX)	Director	31-03-06	31-03-06	-	Active	NO
5	U51900MH2008PLC184184	Trent Hypermarket Limited	Director	16-09-09	17-10-08	-	Active	NO
6	U65990MH1994PLC077090	Tata Asset Management Limited	Director	20-07-10	15-09-09	-	Active	NO
7	U22190TN2007PLC064265	Westland Limited	Additional director	29-11-11	29-11-11	-	Active	NO

KEY EXECUTIVES

Name :	Mrs. Hutoxshi Rohinton Wadia
Designation :	Company Secretary
Address :	23, Jamasji Apartment, 32, Sleater Road, Mumbai – 400 007, Maharashtra, India
Date of Birth/Age :	14.06.1959
Date of Appointment :	12.06.2009
PAN No.:	AADPW3150A

Name :	Mr. Jamshed Daboo
Designation :	Chief Executive Officer

MAJOR SHAREHOLDERS / SHAREHOLDING PATTERN

As on 08.08.2011

Names of Shareholders (Equity Shares)		No. of Shares
Trent Limited, India		51199979
Trent Limited, India Jointly with Flora Services Limited		1
Trent Limited, India Jointly with Flora Link Road Properties Limited, India		1
Flora Link Road Properties Limited, India (As a nominee of Trent Limited)		15
Trent Limited Jointly with Nahar Theatres Private Limited		1
Trent Limited, India Jointly with Venkatesalu Palaniswamy		1
Trent Limited, India Jointly with Sudhir W. Kamat		1
Trent Limited, India Jointly with Hutoxshi R. Wadia		1
Total		51200000

Names of Shareholders (Preference Shares)

No. of Shares

Trent Limited, India

1000000

Total

1000000

As on 08.08.2011

Equity Share Breakup		Percentage of Holding
Category
Bodies corporate		100.00

BUSINESS DETAILS

Line of Business :

Retail Business

Products :

Item Code No. (ITC Code)	0401
Product Description	Dairy Products
Item Code No. (ITC Code)	1902
Product Description	Food Products
Item Code No. (ITC Code)	62 08
Product Description	Ladies wear

GENERAL INFORMATION

No. of Employees :

Information declined by the management

Bankers :

Not Available

Facilities :

Unsecured Loans

31.03.2011

Rs. In Millions

31.03.2010

Rs. In Millions

Loan from Holding Company

2207.500

1000.000

Total

2207.500

1000.000

[Repayable within one year – Rs. NIL (2009-10 Rs. NIL)]


Banking Relations :	--

Auditors :
Name :	N.M. Raiji and Company Chartered Accountants
Address :	Universal Insurance Building, Pheroze Shah Mehta Road, Mumbai – 400 001, Maharashtra, India
Tel. No.:	91-22-22870068/ 22873463/ 22837482
Tele Fax No.:	91-22-22828646/ 22650578
E-Mail :	nmr.ho@nmraiji.com
PAN No.:	AAAFN4217G

Holding Company :	Trent Limited CIN No.: L24240MH1952PLC008951 Address: Bombay House, 24, Homi Mody Street, Mumbai – 400 001, Maharashtra, India Board No. : 91-22-67009000 Reception: 91-22-67009026/ 67009027

Subsidiary Company :	Virtuous Shopping Centres Private Limited - 66.66% Subsidiary treated as joint venture in terms of AS 27

Fellow Subsidiaries :	v Fiora Services Limited v Landmark Limited

CAPITAL STRUCTURE

As on 08.08.2011

Authorised Capital :

No. of Shares	Type	Value	Amount
99050000	Equity Shares	Rs.10/- each	Rs.990.500 millions
1000000	Preference Shares	Rs.10/- each	Rs.10.000 millions
	Total		Rs.1000.500 millions

Issued, Subscribed & Paid-up Capital :

No. of Shares	Type	Value	Amount
51200000	Equity Shares	Rs.10/- each	Rs.512.000 millions
1000000	Preference Shares	Rs.10/- each	Rs.10.000 millions
	Total		Rs.522.000 millions

As on 31.03.2011

Authorised Capital :

No. of Shares	Type	Value	Amount
60050000	Equity Shares	Rs.10/- each	Rs.600.500 millions
1000000	10% p.a. Non Cumulative Redeemable Preference Shares	Rs.10/- each	Rs.10.000 millions
	Total		Rs.610.500 millions

Issued, Subscribed & Paid-up Capital :

No. of Shares	Type	Value	Amount
51200000	Equity Shares (The above shares are held by Trent Limited, the holding company)	Rs.10/- each	Rs.512.000 millions
1000000	10% p.a. Non Cumulative Redeemable Preference Shares (The above shares are held by Trent Limited, the holding company)	Rs.10/- each	Rs.10.000 millions
	Total		Rs.522.000 millions

Note:

Of the Above:

(1) During the year 150000 Equity Shares of Rs 10/- each and 1000000 10% p.a. Non Cumulative Redeemable Preference shares of Rs 10/- each were allotted as fully paid pursuant to Scheme of Amalgamation without payment being received in cash.

(2) The 10% p.a. Non Cumulative Redeemable Preference Shares are redeeemable on or before July 15, 2011 with an opt to the company exercisable at its discreation, to call the Preference Shares for redemption at any time before maturity. As on 31^st March 2011, the company has not excercised its option of redemption

FINANCIAL DATA

[all figures are in Rupees Millions]

ABRIDGED BALANCE SHEET

SOURCES OF FUNDS		31.03.2011	31.03.2010	01.07.2008 to 31.03.2009
SHAREHOLDERS FUNDS
1] Share Capital		522.000	510.500	510.500
2] Share Application Money		0.000	0.000	0.000
3] Reserves & Surplus		0.000	0.000	0.000
4] (Accumulated Losses)		(979.861)	(468.254)	(176.882)
NETWORTH		(457.861)	42.246	333.618
LOAN FUNDS
1] Secured Loans		0.000	0.000	0.000
2] Unsecured Loans		2207.500	1000.000	250.000
TOTAL BORROWING		2207.500	1000.000	250.000
DEFERRED TAX LIABILITIES		0.000	0.000	0.000

TOTAL		1749.639	1042.246	583.618

APPLICATION OF FUNDS

FIXED ASSETS [Net Block]		1188.822	554.842	396.030
Capital work-in-progress		104.528	45.529	0.131

INVESTMENT		9.222	150.000	0.000
DEFERRED TAX ASSETS		56.027	23.724	0.000

CURRENT ASSETS, LOANS & ADVANCES
	Inventories	611.798	325.970	197.799
	Sundry Debtors	40.556	30.477	20.699
	Cash & Bank Balances	52.066	49.418	28.012
	Other Current Assets	0.000	0.000	0.000
	Loans & Advances	400.801	224.322	106.118
Total Current Assets		1105.221	630.187	352.628
Less : CURRENT LIABILITIES & PROVISIONS
	Sundry Creditors	671.551	344.902	149.250
	Other Current Liabilities	26.341	8.563	8.984
	Provisions	16.289	8.571	6.937
Total Current Liabilities		714.181	362.036	165.171
Net Current Assets		391.040	268.151	187.457

MISCELLANEOUS EXPENSES		0.000	0.000	0.000

TOTAL		1749.639	1042.246	583.618

PROFIT & LOSS ACCOUNT

	PARTICULARS		31.03.2011	31.03.2010	01.07.2008 to 31.03.2009
	SALES
		Income from Operations	5194.777	2895.166	1225.661
		Other Income	3.994	1.818	14.787
		TOTAL (A)	5198.771	2896.984	1240.448

Less	EXPENSES
		Operating and Other Expenses	5458.157	3109.690	1384.849
		TOTAL (B)	5458.157	3109.690	1384.849

Less	PROFIT/ (LOSS) BEFORE INTEREST, TAX, DEPRECIATION AND AMORTISATION (A-B) (C)		(259.386)	(212.706)	(144.401)

Less	INTEREST (D)		163.067	54.406	10.076

	PROFIT/ (LOSS) BEFORE TAX, DEPRECIATION AND AMORTISATION (C-D) (E)		(422.453)	(267.112)	(154.477)

Less/ Add	DEPRECIATION/ AMORTISATION (F)		86.463	47.984	21.617

	PROFIT/ (LOSS) BEFORE TAX (E-F) (G)		(508.916)	(315.096)	(176.094)

Less	TAX (H)		(32.303)	(23.724)	0.788

	PROFIT/ (LOSS) AFTER TAX (G-H) (I)		(476.613)	(291.372)	(176.882)

Add	PREVIOUS YEARS’ BALANCE BROUGHT FORWARD		(468.254)	(176.882)	--

	BROUGHT FORWARD LOSS ARISING OUT OF AMALGAMATION		(31.802)	--	--

	AMALGAMATION EXPENSES ADJUSTED		(3.192)	--	--

	BALANCE CARRIED TO THE B/S		(979.861)	(468.254)	(176.882)

	EARNINGS IN FOREIGN CURRENCY
		Sale of Goods	20.028	21.296	NA
	TOTAL EARNINGS		20.028	21.296	NA

	IMPORTS
		Finished Products	0.000	0.101	0.109
		Capital Goods	26.505	39.533	0.000
	TOTAL IMPORTS		26.505	39.634	0.109

	Earnings/ (Loss) Per Share (Rs.)		(9.31)	(5.71)	(3.46)

KEY RATIOS

PARTICULARS		31.03.2011	31.03.2010	01.07.2008 to 31.03.2009
PAT / Total Income	(%)	(9.17)	(10.06)	(14.26)

Net Profit Margin (PBT/Sales)	(%)	(9.80)	(10.88)	(14.37)

Return on Total Assets (PBT/Total Assets}	(%)	(22.18)	(26.59)	(23.52)

Return on Investment (ROI) (PBT/Networth)		1.11	(7.46)	(0.53)

Debt Equity Ratio (Total Liability/Networth)		(6.38)	32.24	1.24

Current Ratio (Current Asset/Current Liability)		1.55	1.74	2.13

LOCAL AGENCY FURTHER INFORMATION

Details of Sundry Creditors:

Particulars	31.03.2011 (Rs. in millions)	31.03.2010 (Rs. in millions)	31.03.2009 (Rs. in millions)
Sundry Creditors
- Creditors due small micro enterprises	0.000	0.000	149.250
- Creditors due others	671.551	344.902
Total	671.551	344.902	149.250

OPERATIONS

For the year ended on 31^st March, 2011, the net sales (excluding excise and VAT) of the Company was Rs.4584.008 millions, an increase of 76.71 % as compared to previous year ended March 31, 2010 and the Net Loss was recorded at Rs.476.611 millions.

The Scheme of Amalgamation of Optim Estates Private Limited (Optim) with the Company as approved by the High Court of Bombay (the 'Scheme') has become effective on 20^th September 2010. The Appointed date of the Scheme was 1^st April 2009. In terms of the Scheme, on 11^th October 2010, the Company issued 10,00,000 fully paid Redeemable Preference Shares of Rs.10/- each and 1,50,000 equity shares to the equity shareholders of erstwhile Optim. Accordingly, the results of the Company for the year 31^st March 2011 include the figures of Optim with effect from 1^st April 2009

During the year, the Company invested in a company, Virtuous Shopping Centres Private Limited ('Virtuous'). Virtuous is a Special Purpose Vehicle and a joint venture company of subject and Virtuous Trustees Private Limited and others, nominees of Xander. The main object of Virtuous is to develop and deal in retail malls and shopping centres. The Company has invested a sum of Rs.6.732 millions in Virtuous and holds 66.66% of the paid up capital.

The Company continues to view food and grocery (F and G) retailing as a substantial opportunity, which is worthy of being seriously pursued in the medium term. F and G remains one of the largest categories and is estimated at around 60% of consumer spending.

Share of spend and organized retail penetration

Nevertheless, given the significantly lower gross margins on F and G vis-a-vis other merchandize (and therefore formats), the need to evolve a economically viable business model is viewed to be critical. The performance of Star Bazaar business over the last two years continues to be encouraging and has aided the pursuit of the stated expansion plans with greater conviction. Nevertheless, this business continues to incur operational losses, especially on account of the under absorption of shared services and corporate costs. Also, they believe this trend would continue until the business reaches a critical mass over the next few years.

During the year, the Company opened four new stores in Bangalore, Pune, Aurangabad and Surat. There are now eleven operational stores three in Mumbai, three in Bangalore, one each in Ahmedabad, Aurangabad, Surat, Pune and Chennai. It is proposed to open seven new stores during the current financial year. During the year, the like-for-like sales growth of Star Bazaar stores continued to be strong at 20%.

Star Bazaar Hypermarkets

Subject has a franchise and a wholesale supply arrangement with Tesco Plc of U.K. and its wholly owned subsidiary [Tesco Hindustan Wholesaling Private Limited (THWPL)] in India respectively, in respect of the Star Bazaar business. The exclusive franchise agreement allows the Star Bazaar business access to Tesco's extensive retail expertise and technical capability including world class IT systems, processes and best practices in functions like marketing, stock management, retail information systems, supply-chain infrastructure and front-end services to drive the growth of hypermarket business. Under the wholesale supply arrangement, Star Bazaar also sources merchandise from Tesco's wholesale business in India, benefiting from Tesco's sourcing capability and supply chain expertise. Given concerted efforts from both teams, a significant share of merchandise retailed across Star Bazaar stores is now being sourced by THWPL.

The plan and key initiatives in respect of the Star Bazaar stores include:

• The intention to scale up the number of stores in the country to about 50 over the medium term.

The pace of roll-out is hindered primarily on account of slower than expected pace of delivery of signed properties by developers and they see this to be a continuing challenge even going forward.

• Large box format - as with the existing store portfolio, the intent in the medium term is to continue to focus on rollout of Star Bazaar stores with a footprint in the region of fifty thousand square feet, especially given the need to contain per square foot rentals. Further, as a conscious strategy additional square footage has been secured in select locations in order to facilitate sub-lease to adjacent retail offerings and improve realization.

• Local sourcing and consumer catchment - establishing robust regional sourcing arrangements is seen to be inevitable in-order to service a chain of large hypermarkets in a profitable manner. Also, primarily from a traffic and consumer behavior perspective, they do not see 'outside city limits' stores being sustainable and hence the intent is to continue to focus on the immediate hinterland of a proposed store and the catchment it affords.

• Emphasis in Star Bazaar to be on Food as well as Non-Food merchandize - this from a gross margin as well as from range availability perspective for the customer. However, they are yet to witness any material shift in mix towards non-food merchandize.

• Own label offerings - over time as the branding of the stores get entrenched, emphasis would be on increasing the contribution of 'own label' offerings across categories. This emphasis is also consistent with the estimated share of private label merchandize seen in the case of entrenched international retailers.

The results of the Company have broadly been in line with expectations and mostly encouraging - with existing stores reporting strong same store sales growth especially in the last two years.

They see increasing visibility of scaling up this operation into a consequential and eventually profitable business over the next few years, aided by the strategies being pursued and the expertise accessed from Tesco through the franchise and wholesale supply arrangements. However, in the interim this business continues to warrant significant investment of capital and is expected to take a few more years before the shared services and central costs get covered by the contribution generated from stores.

SHARE CAPITAL

In terms of the Scheme of Amalgamation Sanctioned by the High Court of Bombay, the authorised share capital of the erstwhile Optim was combined with authorised share capital of the Company.

Accordingly, the Authorised share capital of the Company now stands at Rs.610.500 millions divided into 60050000 equity shares of Rs.10/- each and 1000000 Preference shares of Rs.10/- each. The Authorised Share Capital is now proposed to be increased to Rs.1000.500 millions divided into 99050000 equity shares of Rs.10/- each and 1000000 Preference Shares of Rs.10 each. Pursuant to provisions of section 94 of the Companies Act, 1956, the approval of the members to the proposal is being sought at the ensuing Annual General Meeting.

Consequent to the allotment of shares in terms of the Scheme, the paid up share capital of the Company was increased by Rs.11.500 millions and stands at Rs.522.000 millions divided into 51200000 Equity Shares of Rs.10/- and 1000000 Redeemable Preference Shares of Rs.10/-.

AMALGAMATION OF OPTIM ESTATES PRIVATE LIMITED WITH TRENT HYPERMARKET LIMITED

The Hon'ble Highcourt of Judicature at Bombay has approved the scheme of Amalgamation of Optim Estates Private Limited (Optim) with the Company vide Order dated 27^th August, 2010 and the scheme has become effective upon filing of the certified true copy of the order with the Registrar Of Companies, Maharashtra on 20^th September, 2010. The appointed date of the scheme was 1^st April, 2009. Optim’s business activity is that of activities and operations as buyers, sellers, builders, contractors, construction company, developers, dealers in or in connection with land, buildings and immovable properties and rights therein and of providing services on all matters and problems in the field of building, construction, and development of land and properties. The scheme is effective from the Appointed Date and has been operative from the Effective date. As on the effective date, Optim was 100% subsidiary of Trent Limited, the Company’s holding company

In terms of the scheme

a) All the Assets and Liabilities of Optim stands transferred to and vested in the company with effect from the Appointed date

b) The company has issued to the shareholders of Optim, 15 fully paid Equity Shares of Rs.10 each for every 1 fully paid Equity shares of Rs 10 of Optim and 1 fully paid 10% p.a. Redeemable Preference Share of Rs.10 each for every 1 fully paid Preference shares of Rs.10 each of Optim. Accordingly, the Company on 11^th October 2010 has issued 10,00,000 10% p.a. Redeemable Preference Shares of Rs. 10 each and 150000 Equity shares of Rs.10 each to Trent limited (holding Company) as consideration for amalgamation of optim

c) The Scheme of Amalgamation is accounted for under the Purchase Method as contained in AS 14 - Accounting for Amalgamation. The assets and liabilities have been recognised at their respective book values and the difference between consideration paid and the book value of assets and liabilities transferred has been recognised as goodwill in the books of accounts. The same has been fully written off in current year. All cost and expenses in connection to the implementation of the Scheme has been borne by Company and booked in Amalgamation Suspense Account and the same has been adjusted against the brought forward balance in Profit and Loss Account.

CONTINGENT LIABILITIES: (As on 31.03.2011)

1. Estimated amount of contracts remaining to be executed on capital account and not provided for Rs.48.860 millions

2. Contingent Liabilities in respect of Sales Tax Demands against which the Company has filed appeals Rs.11.912 millions

FIXED ASSETS:

v Goodwill

v Leasehold Land

v Buildings

v Plant and Machinery

v Furniture, Fixtures, Office and Other Equipments

v Vehicles

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 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.53.57
UK Pound	1	Rs.82.97
Euro	1	Rs.69.89

SCORE & RATING EXPLANATIONS

SCORE FACTORS	RANGE	POINTS
HISTORY	1~10	3
PAID-UP CAPITAL	1~10	4
OPERATING SCALE	1~10	3
FINANCIAL CONDITION
--BUSINESS SCALE	1~10	3
--PROFITABILIRY	1~10	3
--LIQUIDITY	1~10	3
--LEVERAGE	1~10	3
--RESERVES	1~10	4
--CREDIT LINES	1~10	2
--MARGINS	-5~5	-
DEMERIT POINTS
--BANK CHARGES	YES/NO	YES
--LITIGATION	YES/NO	NO
--OTHER ADVERSE INFORMATION	YES/NO	NO
MERIT POINTS
--SOLE DISTRIBUTORSHIP	YES/NO	NO
--EXPORT ACTIVITIES	YES/NO	NO
--AFFILIATION	YES/NO	YES
--LISTED	YES/NO	NO
--OTHER MERIT FACTORS	YES/NO	YES
TOTAL		28

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.

MIRA INFORM REPORT

611.798

40.556

52.066

0.000

400.801

1105.221

26.341

16.289

714.181

391.040

(9.17)

(10.06)

(9.80)

(10.88)

(22.18)

(26.59)

1.11

(7.46)

(6.38)

1.55

Unit