MIRA INFORM REPORT

Report Date :

25.01.2011

Note: The correct name of the company is Carrefour India Master Franchise Company Private Limited

IDENTIFICATION DETAILS

Name :	CARREFOUR INDIA MASTER FRANCHISE COMPANY PRIVATE LIMITED
Registered Office :	216, Okhla Industrial Estate, Phase – III, Delhi – 110020, Delhi
Country :	India
Financials (as on) :	31.12.2009
Date of Incorporation :	19.09.2007
Com. Reg. No.:	168423
CIN No.: [Company Identification No.]	U52100DL2007PTC168423
Legal Form :	Private Limited Liability Company
Line of Business :	Wholesale Cash and Carry retail store, grocery store.

RATING & COMMENTS

MIRA’s Rating :

Ca (15)

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

Maximum Credit Limit :	USD 264020
Status :	Moderate
Payment Behaviour :	Slow
Litigation :	Clear
Comments :	Subject is a subsidiary Carrefour Nederland B.V. It is a company having moderate track. There appears huge accumulated loss recorded by the company. Payments are reported to be slow and delayed. The company can be considered for business dealings on a 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 – April 1, 2010

Country Name	Previous Rating (31.12.2009)	Current Rating (01.04.2010)
India	A1	A1

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

INFORMATION PARTED BY

Name :	Mr. Roopesh Sharma
Designation :	Manager
Contact No.:	91-124-4752000
Date :	24.01.2011

LOCATIONS

Registered Office :	216, Okhla Industrial Estate, Phase III, Delhi – 110020, India
Tel. No.:	91-124-4752000, 4753000
Fax No.:	91-124-4752005
E-Mail :	tarun_legal@carrfour.com roopesh_sharma@carrfour.com kapil_malik@carrefour.com
Website :	www.carrefour.in
Corporate Office :	2nd Floor, Park Centra, Sector 30, Village Silokhra, Gurgaon – 122001, Haryana, India
Branches :	Parsvnath Commercial Complex, Metro Station, Seelampur, Delhi -110053, Delhi, India
Area :	55,000sq.ft
Branches :	E-113, Lower Ground Floor, Greater Kailash Part 1 Enclave, New Delhi-110048, India 13, Abul Fazal Road, Bengali Market, New Delhi, India 16th Floor, Building 9A, DLF Cyber City, Gurgaon – 122002, Haryana, India

DIRECTORS

AS ON 29.06.2010

Name :	Mr. Garnier Thierry
Designation :	Director
Address :	6 Alles Des Piverts La Celle St Cloud, France - 78170
Date of Birth/Age :	25.03.1966
Date of Appointment :	24.06.2008
Name :	Mr. Jean Noel Groleau
Designation :	Director
Address :	121 Rue De La, pompe 16, Paris - 75116
Date of Birth/Age :	02.08.1974
Date of Appointment :	13.10.2008
Date of Ceasing :	14.12.2009
Name :	Mr. Julien Grouzinoff
Designation :	Director
Address :	9, Cedar Avenue, DLF Farm House, New Delhi - 110031
Date of Birth/Age :	23.02.1977
Date of Appointment :	24.03.2009
Name :	Mr. Nicolas Beckers
Designation :	Director
Address :	Mas Aupelieres Route De Franquevaux, Galician - 30600
Date of Birth/Age :	26.08.1977
Date of Appointment :	22.12.2009
Name :	Mr. Lalit Khanna
Designation :	Director
Address :	A-88, Radhey Shyam Park Extn, Delhi - 110051
Date of Birth/Age :	22.03.1977
Date of Appointment :	02.07.2008
Name :	Mr. Antonio Jodar Masanes
Designation :	Director
Address :	14 Rue De La, pompe 16, Paris - 75116
Date of Birth/Age :	25.07.1964
Date of Appointment :	29.08.2008
Name :	Mr. Someshwar Dayal
Designation :	Director
Address :	27 Poorvi Marg, Vasant Vihar, New Delhi – 110057, Delhi, India
Date of Birth/Age :	06.03.1969
Date of Appointment :	29.08.2008

KEY EXECUTIVES

Name :	Mr. Roopesh Sharma
Designation :	Manager

MAJOR SHAREHOLDERS / SHAREHOLDING PATTERN

AS ON 29.06.2010

Names of Shareholders	No. of Shares
Carrefour Nederland B V, Netherlands	25949250
Intercross Roads B V, Netherlands	1365750
Total	27315000

AS ON 29.06.2010

Category	Percentage
Foreign holdings( Foreign institutional investor(s), Foreign companie(s) Foreign financial institution(s), Non-resident Indian(s) or Overseas Corporate bodies or Others	100.00
Total	100.00

BUSINESS DETAILS

Line of Business :	Wholesale Cash and Carry retail store, grocery store.
Terms :
Selling :	Cash, Credit
Purchasing :	L/C, Cash, Credit

GENERAL INFORMATION

Customers :	Wholesalers Retailers End Users
No. of Employees :	90
Bankers :	Not Available
Facilities :	--

Banking Relations :	--
Auditors :
Name :	B S R and Company Chartered Accountant
Address :	Building No.10, 8^th Floor, Tower B, DLF City, Phase III, Gurgaon – 122002, Haryana, India
Tel No.:	91-124-2549191
Fax No.:	91-124-2549101
Associates/Subsidiaries :	Carrefour WC and C India Private Limited Address: 216, Okhla Industrial Estate, Phase III, Delhi – 110020, India Line of Business: Wholesale Cash and Carry retail store, grocery store.

CAPITAL STRUCTURE

AS ON 31.03.2009

Authorised Capital :

No. of Shares	Type	Value	Amount
27315000	Equity Shares	Rs.10/- each	Rs.273.150 Millions

Issued, Subscribed & Paid-up Capital :

No. of Shares	Type	Value	Amount
27315000	Equity Shares	Rs.10/- each	Rs.273.150 Millions

FINANCIAL DATA

[all figures are in Rupees Millions]

ABRIDGED BALANCE SHEET

SOURCES OF FUNDS		31.12.2009	31.12.2008
SHAREHOLDERS FUNDS
1] Share Capital		273.150	273.150
2] Share Application Money		0.000	0.000
3] Reserves & Surplus		0.000	0.000
4] (Accumulated Losses)		(207.145)	(126.702)
NETWORTH		66.005	146.448
LOAN FUNDS
1] Secured Loans		0.000	0.000
2] Unsecured Loans		0.000	0.000
TOTAL BORROWING		0.000	0.000
DEFERRED TAX LIABILITIES		0.000	0.000
TOTAL		66.005	146.448
APPLICATION OF FUNDS
FIXED ASSETS [Net Block]		8.755	9.770
Capital work-in-progress		1.183	5.302
INVESTMENT		0.000	0.000
DEFERREX TAX ASSETS		0.000	0.000
CURRENT ASSETS, LOANS & ADVANCES
	Inventories	0.000	0.000
	Sundry Debtors	0.000	0.000
	Cash & Bank Balances	70.011	154.017
	Other Current Assets	0.000	0.000
	Loans & Advances	13.533	14.342
Total Current Assets		83.544	168.359
Less : CURRENT LIABILITIES & PROVISIONS
	Sundry Creditors	6.920	18.913
	Other Current Liabilities	20.423	17.894
	Provisions	0.134	0.176
Total Current Liabilities		27.477	36.983
Net Current Assets		56.067	131.376
MISCELLANEOUS EXPENSES		0.000	0.000
TOTAL		66.005	146.448

PROFIT & LOSS ACCOUNT

	PARTICULARS		31.12.2009	31.12.2008
	SALES
		TOTAL INCOME (INCLUDING INTEREST INCOME)	6.499	21.688
Less	EXPENSES
		TOTAL	NA	NA
	PROFIT BEFORE TAX		(80.412)	(90.250)
Less	TAX		(0.032)	(0.425)
	PROFIT AFTER TAX		(80.444)	(90.675)
Add	PREVIOUS YEARS’ BALANCE BROUGHT FORWARD		(126.702)	(36.027)
	BALANCE CARRIED TO THE B/S		(207.145)	(126.702)

KEY RATIOS

PARTICULARS		31.12.2009	31.12.2008
PAT / Total Income	(%)	(1237.79)	(418.09)
Return on Total Assets (PBT/Total Assets}	(%)	(87.12)	(50.67)
Return on Investment (ROI) (PBT/Networth)		(1.22)	(0.62)
Debt Equity Ratio (Total Liability/Networth)		0.42	0.25
Current Ratio (Current Asset/Current Liability)		3.04	4.55

LOCAL AGENCY FURTHER INFORMATION

SUNDRY CREDITORS DETAILS:

Particulars	Rs. In Millions 31.12.2009	Rs. In Millions 31.12.2009
Sundry Creditors	6.920	18.913

Background

Subject ("the Company") was incorporated on 19^th September 2007 under the automatic route, as per the Foreign Direct Investment Policy 2006 and amendments thereof. The Company has been incorporated to establish, develop, lease, license, master franchise rights from international and domestic brands including but not limited to those, owned and marketed by Carrefour and to further sub-franchise those rights.

FIXED ASSETS:

• Office Equipments
• Computer Equipments
• Office Furniture

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.45.58
UK Pound	1	Rs.72.79
Euro	1	Rs.62.01

SCORE & RATING EXPLANATIONS

SCORE FACTORS	RANGE	POINTS
HISTORY	1~10	3
PAID-UP CAPITAL	1~10	3
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	--
--CREDIT LINES	1~10	1
--MARGINS	-5~5	--
DEMERIT POINTS
--BANK CHARGES	YES/NO	NO
--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		15

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.