MIRA INFORM REPORT

Report Date :

04.05.2011

IDENTIFICATION DETAILS

Name :	AMALGAM SPECIALITY FOODS PRIVATE LIMITED
Registered Office :	Kuthiathode, Thuravoor P O Shertallai Taluk – 688532, Kerala
Country :	India
Financials (as on) :	31.03.2010
Date of Incorporation :	10.08.2007
Com. Reg. No.:	021109
CIN No.: [Company Identification No.]	U15499KL2007PLC021109
TAN No.: [Tax Deduction & Collection Account No.]	CHNA02167E
Legal Form :	Private Limited Liability Company
Line of Business :	Manufacturer and Exporter of Spices, Spices Powders, Seasoning Powder

RATING & COMMENTS

MIRA’s Rating :

B (26)

RATING		STATUS	PROPOSED CREDIT LINE
26-40	B	Capability to overcome financial difficulties seems comparatively below average.	Small

Maximum Credit Limit :	USD 165784
Status :	Moderate
Payment Behaviour :	Slow
Litigation :	Clear
Comments :	Subject is an established company having moderate track. There appears some accumulated losses recorded by the company. Trade relations are reported as fair. Business is active. Payments are reported to be slow. The company can be considered for business dealings with some caution.

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

LOCATIONS

Registered Office/Factory :	Kuthiathode, Thuravoor P O, Alleppy Dist., Shertallai Taluk – 688532, Kerala, India
Tel. No.:	91-478-256470
Fax No.:	91-478-256747
E-Mail :	amalgam@amalgamfoods.in
Head Office :	Amalgam House, Bristow Road, Willingdon Island, Kochi – 682003, Kerala, India
Tel. No.:	91-484-2668680
Fax No.:	91-484-2668130

DIRECTORS

AS ON 30.09.2009

Name :	Mr. Abraham John Tharakan
Designation :	Director
Address :	Shibhumi 814, Beach Road, Fort, Kochi – 682001, Kerla, India
Date of Birth/Age :	17.06.1942
Date of Appointment :	10.08.2007
Name :	Mr. jose Payankan Mathew
Designation :	Director
Address :	Payankan House, Big Bazar, Aranattukkara, Thrissur – 680618, India
Date of Birth/Age :	17.11.1946
Date of Appointment :	03.03.2008
Name :	Ms. Jani Uthup Chacko
Designation :	Director
Address :	Trincas 11/829, Beach Road, Fort, Kochi – 682001, Kerla, India
Date of Birth/Age :	04.09.1945
Date of Appointment :	20.09.2007
Name :	Mr. Venugopal Thekkekottedath
Designation :	Director
Address :	29/156B, Toch Nagar, Vvttila Ernakulam - 682019
Date of Birth/Age :	26.04.1944
Date of Appointment :	20.09.2007
Name :	Mr. Harendra Jayantilal Thanawala
Designation :	Director
Address :	404/405, Mittal Park, C Wing, Mhatre Road, Juhu Beach, Mumbai – 400049, Maharashtra, India
Date of Birth/Age :	17.06.1942
Date of Appointment :	02.03.2009
Name :	Mr. Prashant Chawla
Designation :	Director
Address :	34, Pin Oak Cir Stamford CT United States of America - 069032828
Date of Birth/Age :	30.12.1964
Date of Appointment :	18.06.2009

MAJOR SHAREHOLDERS / SHAREHOLDING PATTERN

AS ON 30.09.2009

Names of Shareholders	No. of Shares
Abraham John Tharakan	27800
Tharakan Kamli	10000
Amalgam Foods Limited, Kerala	780233
Amalgam Investments Private Limited, Kerela	536807
Thanawala Jayantilal Harendra	322580
View Corporate Advisors Private Limited, Lower Parel	322580
Total	2000000

AS ON 30.09.2009

Category	Percentage
Bodies corporate	81.98
Directors or relatives of Directors	18.02
Total	100.00

BUSINESS DETAILS

Line of Business :

Manufacturer and Exporter of Spices, Spices Powders, Seasoning Powder

GENERAL INFORMATION

Bankers :

Corporation Bank, Cloth Bazar Road, Ernakulam, Cochin - 682031, Kerala, India

Facilities :

Secured Loan	Rs. In Millions 31.03.2010	Rs. In Millions 31.03.2009
Sundaram Finance (Secured by hypothecation of Motor Car)	0.264	0.445
Term Loan from Corporation Bank (Secured by hypothecation/First charge on Plant and Machinery and other movable assets purchased out of Bank finance)	6.446	0.000
Working Capital Loan from Corporation Bank (Secured by Hypothecation of Inventories and Book debts)	5.511	0.000
Total	12.221	0.445

Banking Relations :	--
Auditors :
Name :	P Z Chackos and Company Chartered Accountant
Address :	Thottungal Lane, Poonithura, Petta – 682038, Kerela, India
Associates/Subsidiaries :	NA

CAPITAL STRUCTURE

AS ON 31.03.2010

Authorised Capital :

No. of Shares	Type	Value	Amount
2000000	Equity Shares	Rs.10/- each	Rs.20.000 Millions

Issued, Subscribed & Paid-up Capital :

No. of Shares	Type	Value	Amount
2000000	Equity Shares	Rs.10/- each	Rs.20.000 Millions

Share Application Money

Type	Amount
Amalgam Foods Limited	Rs.1.222 Millions
Amalgam Investments Private Limited	Rs.4.720 Millions
Amalgam Nutrients and Feeds Limited	Rs.7.125 Millions
View Corporate Advisors Private Limited	Rs.10.000 Millions
Mr. Harendra . J. Thanawala	Rs.10.000 Millions

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		20.000	15.000	3.000
2] Share Application Money		33.067	1.670	0.000
3] Reserves & Surplus		5.500	2.750	0.000
4] (Accumulated Losses)		(17.121)	(0.755)	0.000
NETWORTH		41.446	18.665	3.000
LOAN FUNDS
1] Secured Loans		12.221	0.445	0.000
2] Unsecured Loans		0.000	0.000	0.524
TOTAL BORROWING		12.221	0.445	0.524
DEFERRED TAX LIABILITIES		0.000	0.000	0.000
TOTAL		53.667	19.110	3.524
APPLICATION OF FUNDS
FIXED ASSETS [Net Block]		14.480	1.251	0.064
Capital work-in-progress		1.319	3.322	0.257
INVESTMENT		0.000	0.000	0.000
DEFERREX TAX ASSETS		0.000	0.000	0.000
Expenditure During Construction		0.000	1.590	1.667
CURRENT ASSETS, LOANS & ADVANCES
	Inventories	8.516	1.881	0.423
	Sundry Debtors	2.531	0.582	0.000
	Cash & Bank Balances	11.646	3.097	0.038
	Other Current Assets	0.582	0.105	0.396
	Loans & Advances	8.119	1.825	0.000
Total Current Assets		31.394	7.490	0.857
Less : CURRENT LIABILITIES & PROVISIONS
	Sundry Creditors	3.784	2.136	0.395
	Other Current Liabilities	1.418	1.466	0.063
	Provisions	0.000	0.000	0.000
Total Current Liabilities		5.202	3.602	0.458
Net Current Assets		26.192	3.888	0.399
MISCELLANEOUS EXPENSES		11.676	9.059	1.137
TOTAL		53.667	19.110	3.524

PROFIT & LOSS ACCOUNT

	PARTICULARS		31.03.2010	31.03.2009
	SALES
		Income	9.761	1.571
		Other Income	0.016	0.001
		TOTAL (A)	9.777	1.572
Less	EXPENSES
		Material and Manufacturing Cost	8.814	2.977
		Administrative Expenses	15.705	0.000
		Selling and Distribution Expenses	2.502	0.000
		Stock Differential	(1.707)	(0.737)
		TOTAL (B)	25.314	2.240
Less	PROFIT BEFORE INTEREST, TAX, DEPRECIATION AND AMORTISATION (A-B) (C)		(15.537)	(0.668)
Less	FINANCIAL EXPENSES (D)		0.330	0.000
	PROFIT BEFORE TAX, DEPRECIATION AND AMORTISATION (C-D) (E)		(15.867)	(0.668)
Less/ Add	DEPRECIATION/ AMORTISATION (F)		0.498	0.087
	PROFIT BEFORE TAX (E-F) (G)		(16.365)	(0.755)
Less	TAX (I)		0.000	0.000
	PROFIT AFTER TAX (G-I) (J)		(16.365)	(0.755)
Add	PREVIOUS YEARS’ BALANCE BROUGHT FORWARD		(0.755)	0.000
	BALANCE CARRIED TO THE B/S		(17.121)	(0.755)
	IMPORTS
		Raw Materials	1.061	NA
		Capital Goods	3.115	NA
	TOTAL IMPORTS		4.176	NA

KEY RATIOS

PARTICULARS		31.03.2010	31.03.2009	31.03.2008
PAT / Total Income	(%)	(167.38)	(48.03)	NA
Net Profit Margin (PBT/Sales)	(%)	(167.66)	(48.06)	NA
Return on Total Assets (PBT/Total Assets}	(%)	(35.67)	(8.63)	NA
Return on Investment (ROI) (PBT/Networth)		(0.39)	(0.04)	NA
Debt Equity Ratio (Total Liability/Networth)		0.42	0.22	0.33
Current Ratio (Current Asset/Current Liability)		6.03	2.08	1.87

LOCAL AGENCY FURTHER INFORMATION

OPERATIONS:

During the year, the Company has commenced its commercial production by launching Herbs, Spices and Seasonings in the domestic market. The Company has its presence in over 1500 outlets across India through the modern retail outlets and hopes to reach 5000 outlets in the immediate future.

The Company completed the test marketing of its range of Instant Soups under the Brand ‘Keya’ and the response was very positive. The Company has also developed a range of Health Snacks under the brand ‘Hale and Hearty’. With the launching of these additional products the Company expects to achieve a substantially improved performance during 2010 - 2011.

Form 8:

Corporate identity number of the company	U15499KL2007PTC021109
Name of the company	AMALGAM SPECIALITY FOODS (INDIA) PRIVATE LIMITED
Address of the registered office or of the principal place of business in India of the company	Kuthiathode, Thuravoor P O, Sherthallai Taluk, Kerala – 688532, India
This form is for	Creation of charge
Type of charge	Book Debts Movable Property
Particular of charge holder	CORPORATION BANK
Nature of instrument creating charge	1) Common Deed of Hypothecation of movables / assets / debts dt.15/03/2011 for Term Loan of Rs.2,00,00,000/- 2) Agreement for Term Loan dt.15/03/2011.
Date of instrument Creating the charge	15/03/2011
Amount secured by the charge	Rs.20.000 Millions
Brief of the principal terms an conditions and extent and operation of the charge	Rate of Interest Term Loan - 13.5% being 4.10% over and above the Corporation Bank base rate Terms of Repayment Repayable in 60 monthly instalments - Rs.0.333 Million x 50 months = Rs.19.647 Millions Rs.0.353 Millions x 1 instalment. Initial repayment holiday till April 2011. First Instalment from May 2011. Extent and Operation of the charge The Charge created under the above documents in favour of Corporation Bank shall operate as an exclusive First Charge over the Assets offered as Security.
Short particulars of the property charged	Hypothecation of Inventory / Book Debts of the Company

Fixed Assets:

• Computers and Accessories
• Electrical Fittings
• Office Equipments
• Furniture and Fittings
• Vehicles
• Civil work Factory Building
• Plant and Machinery

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.44.34
UK Pound	1	Rs.73.69
Euro	1	Rs.65.75

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	2
--CREDIT LINES	1~10	3
--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	NO
--LISTED	YES/NO	NO
--OTHER MERIT FACTORS	YES/NO	YES
TOTAL		26

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.