MIRA INFORM REPORT

Report Date :

01.07.2011

IDENTIFICATION DETAILS

Name :	FLEMINGO DUTYFREE SHOP PRIVATE LIMITED
Registered Office :	D-73/1 TTC Industrial Area, MIDC, Turbhe, Navi Mumbai – 400705, Maharashtra
Country :	India
Financials (as on) :	31.03.2010
Date of Incorporation :	05.03.2004
Com. Reg. No.:	11-144881
Capital Investment / Paid-up Capital :	Rs.400.254 Millions
CIN No.: [Company Identification No.]	U74999MH2004PTC144881
Legal Form :	Private Limited Liability Company
Line of Business :	The company is engaged in setting up duty free shops at various airports in India and at such other places as the Government of India or any other appropriate authority may sanction.
No. of Employees :	350 (Approximately)

RATING & COMMENTS

MIRA’s Rating :

Ba (49)

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

Maximum Credit Limit :	USD 3700000
Status :	Satisfactory
Payment Behaviour :	Regular
Litigation :	Clear
Comments :	Subject is an established company having satisfactory track. Trade relations are reported as fair. Business is active. Payments are reported to be correct and as per commitments. The company 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 PARTED BY

Name :	Mr. Bharat
Designation :	Accounts Manager
Contact No.:	91-22-66269951
Date :	30.06.2011

LOCATIONS

Registered Office :	D-73/1 TTC Industrial Area, MIDC, Turbhe, Navi Mumbai, Maharashtra- 400705, India
Tel. No.:	91-22-27619126/27672719-20/66269999
Fax No.:	91-22-27630624/27672718
E-Mail :	vivek@flemingointl.com mumbaioffice@flemingo.intl.com
Branches :	Located At: Ahmedabad Calicut Goa Kolkata Amirtsar Chennai Jaipur Lucknow Mangalore Trichy Chennai Sea Port Haldia Sea Port Pune Trivandrum Goa Sea Port Mangalore Sea Port Mumbai Sea Port Mundra Sea Port Vizag Sea Port

DIRECTORS

As on: 30.09.2010

Name :	Mr. Rasiklala Rattilal Thakker
Designation :	Director
Address :	Villa No. 3, Alavi, Villas AL Rashid Road, Deira, Dubai, UAE
Date of Birth/Age :	13/03/1954
Date of Appointment :	05/03/2004
Name :	Mr. Mahandra Kumar Parashothamdas Thakar
Designation :	Director
Address :	302 C, Ashirwi Building, Alwahdha Street, Sharjah, UAE
Date of Birth/Age :	20.02.1952
Date of Appointment :	05/03/2004
Name :	Mr. Viren Vini Ahuja
Designation :	Director
Address :	Bungalow No. 1, Neelkanth Theerth, Road No-6, Chembur, Mumbai, Maharashtra – 400088, India
Date of Birth/Age :	21/08/1964
Date of Appointment :	05/03/2004
Name :	Mr. Atul Vini Ahuja
Designation :	Director
Address :	Gulmohar Lal J D Gupta Marg Deonar, Mumbai-400088, Maharashtra, India
Date of Birth/Age :	07/08/1962
Date of Appointment :	05/03/2004
Name :	Mr. Sumeet Chandra Narang
Designation :	Director
Address :	M-11, Hari Nagar, Mayapuri, New Delhi-110064, Uttar Pradesh, India.
Date of Birth/Age :	11.01.1976
Date of Appointment :	07.08.2008

KEY EXECUTIVES

Name :	Mr. Bharat
Designation :	Accounts Manager

MAJOR SHAREHOLDERS / SHAREHOLDING PATTERN

As on: 30.09.2010

Names of Shareholders	No. of Preference Shares	No. of Equity Shares
Viren Vini Ahuja	-	5000
Atul Vini Ahuja	-	5000
Flamingo International Limited, Dubai	-	15000
Walker Investment, Mauritius	4000000	--
Total	4000000	25000

As on: 30.09.2010

Equity share breakup
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)	60.00
Directors or relatives of directors	40.00
Total	100.00

BUSINESS DETAILS

Line of Business :

The company is engaged in setting up duty free shops at various airports in India and at such other places as the Government of India or any other appropriate authority may sanction.

GENERAL INFORMATION

No. of Employees :

350 (Approximately)

Bankers :

Ø ICICI Bank

Ø Federal Bank, Federal Towersp B. No. 103, Alwaye, Eranakulam-683101, Kerla, India

Ø Amex United Western Bank

Ø The oriental Bank of Commerce

Ø IDBI Bank

Ø The Federal Bank Limited, 51 Apsara Apartments, Sector 17, Vashi, Navi Mumbai-400702, Maharashtra, India.

Facilities :

Secured Loans	As on 31.03.2010 (Rs. In Millions)	As on 31.03.2009 (Rs. In Millions)
Federal Bank Limited (Packing Credit) (The Above Bank credit limit from the federal bank are secured by hypothecation of goods meant for export and advance payment made to supplier. Collaterally secured by way of second charge of the following properties. 1) EM of Flat G - 2, Peace Heaven Co.Op. Society, Chembur, admeasuring 460 sq.ft. owned by Shri Viren Ahuja, 2) EM of Flat 25, Vaikunth Co-op. Housing Society, Mount Mary Road, Bandra (West) admeasuring 568 sq.ft. and owned by shri. Viren V. Ahuja, 3) EM of Flat 26,Vaikunth Cooperative Housing Society, Mount Mary Road, Bandra (West) admeasuring 141 1 sq.ft. and owned by Mr. Viren V. Ahuja, 4) EM of 4 Flats with total area 3698 sqft situated at Takur Apartments, Nerul and owned by Bermaco Energy Systems Limited 5) EM of 2 Flats Officers at Govandi with combined area of 1515 sqft and owned by Venus Design, 6) EM of Flat 101 in Runawal Grandeur, Chembur admeasuring 855 sqft in the name of Mrs. Vina Ahuja and Pledge of deposits of Rs. 22OL. Additionally first charges of companies current assets (excluding inventory). The credit limit further secured by personal guarantee of Directors and corporate guarantee of MIS Bermaco Energy Systems Limited and M/S. Venus Designs) Term Loan due within one year Rs.50.270 millions	50.271	0.000
Total	50.271	0.000
Unsecured Loan	As on 31.03.2010 (Rs. In Millions)	As on 31.03.2009 (Rs. In Millions)
Barclays Bank PLC (Term loan)	0.000	10.000
State Bank of India	250.667	0.000
Bank Overdraft (The Federeal Bank Limited)	2.192	0.000
Vehicle loan from bank (against hypothecation of vehicles)	6.704	10.311
Vehicle loan from financial institution (against hypothecation of vehicles)	0.000	0.179
Total	259.564	20.490

Banking Relations :	--
Auditors :
Name :	Uberoi Sood and Kapoor Chartered Accountants
Address :	606, Vishal Bhavan, 95-Nehru Place, New Delhi-110019
Tel. No.:	91-11-264116942 / 26429297
Fax No.:	91-11-26480027
E-Mail :	uskca@del2.vsnl.net.in
Associates/Subsidiaries :	Flemingo Jewellery India Private Limited Bermaco Energy Private Limited Bermaco Industies Limited Bermaco Petrolium Industries Smareniya Properties Oleander Farm Private Limited Chithiya Containers Private Limited Down Town Retail Private Limited Flemingo DFS Private Limited Venus Designs
Holding Company:	Flemingo International, Dubai

CAPITAL STRUCTURE

AS ON 31.03.2010

Authorised Capital :

No. of Shares	Type	Value	Amount
10000000	2% Fully Convertible Preference Shares	Rs.10/- Each	Rs.100.000 Millions
4000000	Equity Share	Rs.100/- Each	Rs.400.000 Millions
	Total		Rs.500.000 Millions

Issued, Subscribed & Paid-up Capital :

No. of Shares	Type	Value	Amount
4000000	2% Fully Convertible Preference Shares	Rs.100/- Each	Rs.400.000 Millions
25000	Equity Share	Rs.10/- Each	Rs. 0.250 Million
	Equity Share Warrants		Rs. 0.004 million
	Total		Rs.400.254 Millions

Note: Out of which 15000 (Previous Year 15000) equity shares of Rs. 10/- each fully paid up are held by Flemingo International Limited.

FINANCIAL DATA

[all figures are in Rupees Millions]

ABRIDGED BALANCE SHEET

SOURCES OF FUNDS		31.03.2010	31.03.2009	31.03.2008
SHAREHOLDERS FUNDS
1] Share Capital		400.254	400.254	400.254
2] Share Application Money		0.000	74.500	109.500
3] Reserves & Surplus		539.330	460.107	335.837
4] (Accumulated Losses)		0.000	0.000	0.000
NETWORTH		939.584	934.861	845.591
LOAN FUNDS
1] Secured Loans		50.271	0.000	0.000
2] Unsecured Loans		259.564	20.490	15.251
TOTAL BORROWING		309.835	20.490	15.251
DEFERRED TAX LIABILITIES		5.972	4.456	0.143
TOTAL		1255.391	959.807	860.985
APPLICATION OF FUNDS
FIXED ASSETS [Net Block]		79.235	77.864	61.260
Capital work-in-progress		3.169	0.000	2.545
INVESTMENT		19.364	9.364	9.364
DEFERREX TAX ASSETS		0.000	0.000	0.000
CURRENT ASSETS, LOANS & ADVANCES
	Inventories	390.838	485.318	647.008
	Sundry Debtors	213.224	119.671	327.597
	Cash & Bank Balances	231.085	222.237	203.449
	Other Current Assets	8.427	6.337	0.000
	Loans & Advances	911.274	455.108	267.043
Total Current Assets		1754.848	1288.671	1445.097
Less : CURRENT LIABILITIES & PROVISIONS
	Sundry Creditors	124.009	72.384	392.109
	Others Current Liabilities	158.880	66.041	62.086
	Provisions	318.336	277.667	203.104
Total Current Liabilities		601.225	416.092	657.299
Net Current Assets		1153.623	872.579	787.798
MISCELLANEOUS EXPENSES		0.000	0.000	0.018
TOTAL		1255.391	959.807	860.985

PROFIT & LOSS ACCOUNT

	PARTICULARS		31.03.2010	31.03.2009	31.03.2008
	SALES		1385.564	1401.628	1633.998
	PROFIT BEFORE TAX, DEPRECIATION AND AMORTISATION		137.490	209.579	300.396
Less/ Add	DEPRECIATION/ AMORTISATION		11.083	9.271	6.578
	PROFIT BEFORE TAX		126.407	200.308	293.818
Less	TAX		47.184	76.038	108.887
	PROFIT AFTER TAX		79.223	124.270	184.931
Add	PREVIOUS YEARS’ BALANCE BROUGHT FORWARD		456.046	331.776	146.845
	BALANCE CARRIED TO THE B/S		535.269	456.046	331.776
	EARNINGS IN FOREIGN CURRENCY
		Export Earnings	1325.958	1342.467	1510.531
	IMPORTS
		Raw Materials	355.167	579.743	1184.393
	TOTAL IMPORTS		355.167	579.743	1184.393
	Earnings Per Share (Rs.)		31693.000	4971.00	7649.00

KEY RATIOS

PARTICULARS		31.03.2010	31.03.2009	31.03.2008
Net Profit Margin (PBT/Sales)	(%)	9.12	14.29	17.98
Return on Total Assets (PBT/Total Assets}	(%)	6.89	14.66	19.50
Return on Investment (ROI) (PBT/Networth)		0.13	0.21	0.35
Debt Equity Ratio (Total Liability/Networth)		0.96	0.47	0.79
Current Ratio (Current Asset/Current Liability)		2.91	3.10	2.20

LOCAL AGENCY FURTHER INFORMATION

Details of Sundry Creditors:

Particulars	31.03.2010 (Rs. in millions)	31.03.2009 (Rs. in millions)	31.03.2008 (Rs. in millions)
Sundry Creditors
Sundry Creditors	109.199	14.399	341.037
Creditors for Expenses	14.810	57.985	51.072
Total	124.009	72.384	392.109

PERFORMANCE:

The Sales during the year is Rs. 1385.564 millions as against Rs. 1401.628 millions in the previous year. The Company during the year earned profit after tax of Rs.79.222 millions as against Rs. 124.269 millions in the previous year.

Form: 8

Bankers Charges Report as per Registry

This form is for	Creation of charge
Corporate identity number of the company	U74999MH2004PTC144881
Name of the company	FLEMINGO DUTYFREE SHOP PRIVATE LIMITED
Address of the registered office or of the principal place of business in India of the company	D-73/1 TTC Industrial Area, MIDC, Turbhe, Navi Mumbai, Maharashtra- 400705, India
Type of charge	Book Debts Movable Property (not being pledge) Floating Charges
Number of charge holder (s)
Particular of charge holder	The State Bank Of India, SME Backbay Reclamation Chember, Nariman Point, Mumbai – 400021, Maharashtra, India
Email	bbyi@federalbank.co.in
Nature of description of the instrument creating or modifying the charge	1) Agreement of Hypothecation of Goods and Assets 2) Letter Regarding Grant of Individual Limits within the Overall Limit both pertaining to a single charge
Date of instrument Creating the charge	24.12.2010
Amount secured by the charge	Rs. 550.000 Millions
Brief particulars of the principal terms an conditions and extent and operation of the charge	Rate of Interest As determined by the Bank from time to time. Terms of Repayment On demand Margin As prescribed by the Bank from time to time. Presently - on finished goods 25%, Book-debts/receivables (90 days) 40% and B/G 20% Extent and Operation of the charge First charge Others Nil
Short particulars of the property charged	Present and future Stocks, book-debts and all other current assets

Fixed Assets:

Ø Furniture and Fixture

Ø Air conditioner

Ø Computer

Ø Bar code scanner and printer

Ø Fire Extinguisher

Ø Mobile Phone

Ø Vehicles

Ø Fax Machines

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.44.72
UK Pound	1	Rs.71.95
Euro	1	Rs.64.79

SCORE & RATING EXPLANATIONS

SCORE FACTORS	RANGE	POINTS
HISTORY	1~10	5
PAID-UP CAPITAL	1~10	6
OPERATING SCALE	1~10	6
FINANCIAL CONDITION
--BUSINESS SCALE	1~10	6
--PROFITABILIRY	1~10	5
--LIQUIDITY	1~10	6
--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	NO
--AFFILIATION	YES/NO	YES
--LISTED	YES/NO	NO
--OTHER MERIT FACTORS	YES/NO	YES
TOTAL		49

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.