MIRA INFORM REPORT

Report Date :

17.11.2011

IDENTIFICATION DETAILS

Name :	STAPLES FUTURE OFFICE PRODUCTS PRIVATE LIMITED (w.e.f 21.05.2007)
Formerly Known As :	FUTURE OFFICE PRODUCTS PRIVATE LIMITED
Registered Office :	Knowledge House, Shyam Nagar, Jogeshwari Vikhroli Link Road, Jogeshwari (East), Mumbai – 400 060, Maharashtra
Country :	India
Financials (as on) :	31.03.2010
Date of Incorporation :	09.01.2007
Com. Reg. No.:	11-166866
Capital Investment / Paid-up Capital :	Rs.44.000 Millions
CIN No.: [Company Identification No.]	U74999MH2007PTC166866
TAN No.: [Tax Deduction & Collection Account No.]	MUMF04813E
PAN No.: [Permanent Account No.]	AABCF0402F
Legal Form :	Private Limited Liability Company
Line of Business :	Trader and Importer of all kinds of Office Equipments.
No. of Employees :	350 (Approximately)

RATING & COMMENTS

MIRA’s Rating :

B (27)

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

Maximum Credit Limit :	USD 1400000
Status :	Moderate
Payment Behaviour :	Slow
Litigation :	Clear
Comments :	Subject is a joint venture of Staples, U.S.A and Pantaloon Retail (Future Group). It is an established company having moderate track. There appear 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.

INFORMATION PARTED BY

Name :	Mr. Mandar
Designation :	Accounts Department
Contact No.:	91-22-30008000
Date :	17.11.2011

LOCATIONS

Registered Office :	Knowledge House, Shyam Nagar, Jogeshwari Vikhroli Link Road, Jogeshwari (East), Mumbai – 400060, Maharashtra, India
Tel. No.:	91-22-30008000
Fax No.:	91-22-30008008
E-Mail :	prem.parihar@staplesfuture.com roc.info@pantaloon.com sales@staplesfuture.com ashish.diwanji@staplesfuture.com roc.info@pantaloon.com mandar.nika@staplesfuture.com
Website :	www.staplesfure.com
Location :	Owned
Corporate Office :	3rd Floor, Orchid City Centre, Central (East), Mumbai – 400008, Maharashtra, India
Tel. No.:	91-22-30008000
Fax No.:	91-22-30008008
E-Mail :	sales@staplesfuture.com
Website :	www.staplesfuture.com
Branches:	Located At: · Pune · Bangalore · Noida · Hyderabad
Stores:	Located At: · Pune · Bangalore · Noida
Ware House:	Vikhroli and Bhiwandi

DIRECTORS

(AS ON 30.09.2011)

Name :

Mr. Shailesh Shreevallabh Karwa

Designation :

Director

Address :

Kamal Kunj, 87B, Bomanji Peti Road, Near Parsi General Hospital, Mumbai – 400 036, Maharashtra, India

Date of Birth/Age :

06.03.1977

Qualification :

MBA

Date of Appointment :

15.03.2007

DIN No.:

00062674

Other Directorships:

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	U67120MH2000PTC126561	OFFICEDGE INDIA PRIVATE LIMITED	Director	16/05/2000	16/05/2000	-	Active	YES
2	U65990MH1993PTC074972	JUNJHARJI INVESTMENT PRIVATE LIMITED	Director	15/06/2005	15/06/2005	-	Active	NO
3	U67190MH2005PTC154635	INTELLIVEST FINANCIAL SERVICES PRIVATE LIMITED	Director	8/7/2005	8/7/2005	-	Active	NO
4	U63011MH2006PTC162629	VALUETREE LOGISTICS PRIVATE LIMITED	Director	14/06/2006	14/06/2006	6/6/2008	Active	NO
5	U51909MH2005PTC157030	RETAIL DETAILZ INDIA PRIVATE LIMITED	Director	26/07/2006	26/07/2006	5/10/2007	Active	YES
6	U74999MH2007PTC166866	STAPLES FUTURE OFFICE PRODUCTS PRIVATE LIMITED	Director	15/03/2007	15/03/2007	-	Active	NO
7	U35900MH2007PTC170267	CADDIE INDIA PRIVATE LIMITED	Director	24/04/2007	24/04/2007	1/10/2009	Active	YES
8	U74140MH2007PTC175600	TIRUMAL TRADING AND INVESTMENT CONSULTANTS PRIVATE LIMITED	Additional director	2/1/2008	2/1/2008	-	Active	NO

Name :

Mrs. Hemal Navinchandra Zaveri

Designation :

Director

Address :

23-B/10, Aakash Building, Zalawad Society, Ashok Road, Kandivali (east), Mumbai – 400101, Maharashtra, India

Date of Birth/Age :

12.12.1976

Date of Appointment :

05.11.2008

DIN No.:

01718888

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	U18101MH1997PTC109676	STITCHWELL GARMENTS PRIVATE LIMITED	Director	26/02/2008	26/02/2008	8/4/2008	Active	NO
2	U74999MH2007PTC166866	STAPLES FUTURE OFFICE PRODUCTS PRIVATE LIMITED	Director	5/11/2008	5/11/2008	-	Active	NO
3	U65990MH1994PTC076728	VARNISH TRADING PRIVATE LIMITED	Additional director	1/6/2009	1/6/2009	10/7/2009	Amalgamated	NO

Name :

Mr. Sharad Ravi Dalmia

Designation :

Director

Address :

301, Samudra Setu, Off. Warden Road, Mumbai – 400 026, Maharashtra, India

Date of Birth/Age :

26.10.1977

Qualification :

MBA

Date of Appointment :

15.03.2007

DIN No.:

00635001

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	U72200MH1994PTC080029	S DALMIA INTERMEDIATES PRIVATE LIMITED	Director	1/3/2004	1/3/2004	1/6/2007	Active	NO
2	U74999MH2007PTC166866	STAPLES FUTURE OFFICE PRODUCTS PRIVATE LIMITED	Director	15/03/2007	15/03/2007	-	Active	NO
3	U74140MH2007PTC175600	TIRUMAL TRADING AND INVESTMENT CONSULTANTS PRIVATE LIMITED	Additional director	2/1/2008	2/1/2008	-	Active	NO
4	U51909MH2008PTC179847	YOGINI MERCANTILE PRIVATE LIMITED	Director	10/3/2008	10/3/2008	-	Active	NO
5	U52390MH2008PTC180202	HEMANGI MERCANTILE PRIVATE LIMITED	Director	18/03/2008	18/03/2008	-	Active	NO
6	U51109MH2008PTC187827	DPSV IMPEX PRIVATE LIMITED.	Director	29/10/2008	29/10/2008	-	Active	NO
7	U72100MH2000PTC126186	S K PETROFILS PRIVATE LIMITED	Director	1/12/2008	1/12/2008	-	Strike off	NO

Name :

Ms. Christine T Komola

Designation :

Director

Address :

295 Bridge Trail Road, Needham MA, USA- 024921484

Date of Appointment :

30.09.2009

DIN No.:

02854126

Name :

Mr. Michel A. Miles JR

Designation :

Director

Address :

8 Bennett Road, Wayland MA, USA-017782704,

Date of Appointment :

30.09.2009

DIN No.:

02920241

Name :

Mr. Venkatesh Raghavendra Gulur

Designation :

Director

Address :

Flat B-401 Technopark 2, Thakur Village, Kandivali East, Mumbai – 400101, Maharashtra, India

Date of Birth/Age :

17.01.1971

Date of Appointment :

31.12.2009

DIN No.:

02813390

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	U74999MH2007PTC166866	STAPLES FUTURE OFFICE PRODUCTS PRIVATE LIMITED	Director	30/09/2010	31/12/2009	-	Active	NO

Name :

Mr. John K George Barton

Designation :

Director

Address :

8 Bennett Road, Wayland MA, USA - 017782704

Date of Birth/Age :

02.04.1957

Date of Appointment :

27.07.2010

DIN No.:

03187942

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	U74999MH2007PTC166866	STAPLES FUTURE OFFICE PRODUCTS PRIVATE LIMITED	Director	30/09/2010	27/07/2010	-	Active	NO

Name :

Mr. Anand Balasundaram

Designation :

Director

Address :

D-814, Paradise, Raheja Vihar, Powai, Mumbai – 400072, Maharashtra, India

Date of Appointment :

06.04.2011

KEY EXECUTIVES

Name :	Mr. Mandar
Designation :	Accounts Department
Name :	V. B. Kondalkar and Associates
Designation :	Company Secretaries
Address :	202, Midas Enclave, A-Wing, Dadiseth Agyari Road, Near Babuline Naka, Malad (West), Mumbai - 400 064, Maharashtra, India
Tel No.:	91-22-28806348
Email :	vbkondalkar@rediffmail.com

MAJOR SHAREHOLDERS / SHAREHOLDING PATTERN

(AS ON 30.09.2011)

Names of Shareholders	No. of Shares
Shailesh Shreevallabh Karwa	454050
Sharad Ravi Dalmia	454050
Pantaloon Retail (India) Limited – India	2119394
Staples Asia Investment Limited – USA	2119394
Tirumal Trading and Investment Consultants Private Limited – India	220000
Total	5366888

(AS ON 30.09.2011)

Category	Percentage
Foreign holdings [Foreign institutional investors, Foreign Companies, Foreign Financial Institutions, Non-resident Indian or Overseas corporate bodies or others]	39.49
Bodies corporate	43.59
Directors or relatives of directors	16.92
Total	100.00

BUSINESS DETAILS

Line of Business :	Trader and Importer of all kinds of Office Equipments.
Imports :
Products :	Equipments
Countries :	· China · Japan
Terms :
Selling :	L/C, Cash and Credit
Purchasing :	L/C, Cash and Credit

GENERAL INFORMATION

Customers :

Wholesalers and Retailers

No. of Employees :

350 (Approximately)

Bankers :

· ICICI Bank –

Andheri Branch, Mumbai, Maharashtra, India

· Bank of America –

Nariman Point Branch, Mumbai, Maharashtra, India

Facilities :

Secured Loans	31.03.2010	31.03.2009
	(Rs. In Millions)
Finance lease obligations with banks (secured by vehicles taken on lease)	0.468	0.839
Total	0.468	0.839
(Amount repayable within one year aggregate of Rs. 0.269 Million (previous year Rs. 0.286 Million)
Unsecured Loans	31.03.2010	31.03.2009
	(Rs. In Millions)
Short Term Loans and Advances
From Banks	185.000	295.000
Total	185.000	295.000

Banking Relations :	--
Auditors :
Name :	S.V. Ghatalia and Associates Chartered Accountant
Address :	Jalan Mill Compound, 95, Ganapatrao Kadam Marg, Lower Parel, Mumbai – 400013, Maharashtra, India
Tel No.:	91-22-40356300
Fax No.:	91-22-40356400
Pan No.:	AACFS6921Q
Name :	S R Batliboi and Company Chartered Accountant
Joint Ventures :	· Staple Asia Investment Limited (SAIL) · Pantaloon Retail (India) Limited (PRIL)
Group Companies :	· Officedge India Private Limited · Intellivest Financial Services Private Limited · Pantaloon Food Product (India) Limited · Pan India Restaurants Limited · Future Bazaar India Limited · Future Media (India) Limited · Convergem Retail (India) Limited · Future Logistic Solutions Limited · Future Ideas Company Limited · GJ Future Fashions Limited · Sain Marketing Network Private Limited · Manz Retail Private Limited · Future General India Life Assurance Company Limited · Future General India Insurance Company Limited · Shendra Infrastructure Development Limited · Pan India Food Solutions Private Limited · Myra Mall Management Company Limited · Pantaloon Retail (India) Limited · GJ Future Fashions Limited · Acute Realty Private Limited

CAPITAL STRUCTURE

(AS ON 30.09.2011)

Authorised Capital :

No. of Shares	Type	Value	Amount
6000000	Equity Shares	Rs.10/- each	Rs.60.000 Millions

Issued, Subscribed & Paid-up Capital :

No. of Shares	Type	Value	Amount
5366888	Equity Shares	Rs.10/- each	Rs.53.669 Millions

(AS ON 31.03.2010)

Authorised Capital :

No. of Shares	Type	Value	Amount
6000000	Equity Shares	Rs.10/- each	Rs.60.000 Millions

Issued, Subscribed & Paid-up Capital :

No. of Shares	Type	Value	Amount
4400000	Equity Shares	Rs.10/- each	Rs.44.000 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		44.000	44.000	44.000
2] Share Application Money		287.757	0.000	0.000
3] Reserves & Surplus		354.159	354.159	354.159
4] (Accumulated Losses)		(323.379)	(205.613)	0.000
NETWORTH		362.537	192.546	398.159
LOAN FUNDS
1] Secured Loans		0.468	0.839	0.649
2] Unsecured Loans		185.000	295.000	10.000
TOTAL BORROWING		185.468	295.839	10.649
DEFERRED TAX LIABILITIES		0.000	0.000	0.000
TOTAL		548.005	488.385	408.808
APPLICATION OF FUNDS
FIXED ASSETS [Net Block]		109.096	109.852	51.940
Capital work-in-progress		14.100	13.855	9.663
INVESTMENT		0.000	0.000	50.254
DEFERRED TAX ASSETS		153.869	104.932	32.470
CURRENT ASSETS, LOANS & ADVANCES
	Inventories	168.229	168.702	101.911
	Sundry Debtors	244.856	177.289	60.391
	Cash & Bank Balances	16.206	14.343	105.569
	Other Current Assets	0.043	0.114	8.850
	Loans & Advances	92.153	96.583	72.647
Total Current Assets		521.487	457.031	349.368
Less : CURRENT LIABILITIES & PROVISIONS
	Sundry Creditors	220.601	191.699	152.077
	Other Current Liabilities	28.410	3.628	5.712
	Provisions	1.536	1.958	2.052
Total Current Liabilities		250.547	197.285	159.841
Net Current Assets		270.940	259.746	189.527
MISCELLANEOUS EXPENSES		0.000	0.000	74.954
TOTAL		548.005	488.385	408.808

PROFIT & LOSS ACCOUNT

	PARTICULARS		31.03.2010	31.03.2009	31.03.2008
	SALES
		Income	1327.082	1113.100	221.753
		Other Income	2.716	12.014	21.205
		TOTAL	1329.798	1125.114	242.958
Less	EXPENSES
		Other Expenses	1470.124	1369.820	447.547
		Increase in inventories	0.473	(65.442)	(103.261)
		TOTAL	1470.597	1304.378	344.286
Less	PROFIT/ (LOSS) BEFORE INTEREST, TAX, DEPRECIATION AND AMORTISATION		(140.799)	(179.264)	(101.328)
Less/ Add	DEPRECIATION/ AMORTISATION		25.904	22.025	5.158
	PROFIT/ (LOSS) BEFORE TAX		(166.703)	(201.289)	(104.486)
Less	TAX		(48.937)	(70.630)	(31.532)
	PROFIT/ (LOSS) AFTER TAX		(117.766)	(130.659)	(74.954)
	Earnings/ (Loss) Per Share (Rs.)		(26.77)	(29.70)	(20.90)

Particulars	31.03.2011
Sales Turnover (Approximately)	1450.000

The above information has been parted by Mr. Mandar

KEY RATIOS

PARTICULARS		31.03.2010	31.03.2009	31.03.2008
PAT / Total Income	(%)	(8.86)	(11.61)	(30.85)
Net Profit Margin (PBT/Sales)	(%)	(12.56)	(18.08)	(43.21)
Return on Total Assets (PBT/Total Assets}	(%)	(26.44)	(35.51)	(26.04)
Return on Investment (ROI) (PBT/Networth)		(0.46)	(1.05)	(0.27)
Debt Equity Ratio (Total Liability/Networth)		1.20	2.56	0.43
Current Ratio (Current Asset/Current Liability)		2.08	2.32	2.19

LOCAL AGENCY FURTHER INFORMATION

SUNDRY CREDITORS DETAILS:

Particulars	31.03.2010	31.03.2009	31.03.2008
	(Rs. In Millions)
Sundry Creditors
Total outstanding dues to micro and small enterprises	1.367	0.000	0.000
Other than micro and small enterprises	219.234	191.699	152.077
Total	220.601	191.699	152.077

Check list by info Agents	Available in Report (Yes/ No)
Year of Establishment	Yes
Locality of the Firm	Yes
Constitution of the Firm	Yes
Premises details	Yes
Type of Business	Yes
Line of Business	Yes
Promoter’s Background	--------
No. of Employees	Yes
Name of Person Contacted	Yes
Designation of Contact person	Yes
Turnover of Firm for last three years	Yes
Profitability for last three years	--------
Reasons for variation <> 20%	--------
Estimation for coming financial year	No
Capital in the business	No
Details of sister concerns	No
Major Suppliers	No
Major Customers	No
Payments Terms	Yes
Export/ Imports Details (If applicable)	Yes
Market Information	--------
Litigations that the firm/ Promoters Involved in	--------
Banking details	Yes
Banking Facility Details	No
Conduct of the Banking Account	--------
Buyer visit details	--------
Financials, if provided	No
Incorporation details is applicable	--------
Last Accounts filed at ROC	--------
Major Shareholders, if available	--------

Nature of Operations:

The company is engaged in buying, selling of all solutions for offices and office products.

BUSINESS OVERVIEW, GROWTH AND EXPANSION

The Company has achieved turnover of Rs.1327.100 millions during the year. Barring unforeseen circumstances, further improvement in sale and services would improve the profitability and the results of the current year in view of continued efforts being made, the directors are optimistic for the better results during the current year. The Company is taking effective steps to strengthen the profitability and financial soundness of the Company.

FIXED ASSETS:

· Computers

· Leasehold Improvements

· Office Equipment

· Furniture and Fixture

· Vehicles on lease

· 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.50.56
UK Pound	1	Rs.80.30
Euro	1	Rs.68.79

SCORE & RATING EXPLANATIONS

SCORE FACTORS	RANGE	POINTS
HISTORY	1~10	3
PAID-UP CAPITAL	1~10	4
OPERATING SCALE	1~10	4
FINANCIAL CONDITION
--BUSINESS SCALE	1~10	4
--PROFITABILIRY	1~10	-
--LIQUIDITY	1~10	4
--LEVERAGE	1~10	4
--RESERVES	1~10	-
--CREDIT LINES	1~10	4
--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		27

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.