MIRA INFORM REPORT

Report Date :

24.11.2011

IDENTIFICATION DETAILS

Name :	PERFETTI VAN MELLE INDIA PRIVATE LIMITED
Registered Office :	47^th Milestone, Delhi- Jaipur Highway, Manesar, Gurgaon, Haryana – 122 050
Country :	India
Financials (as on) :	31.03.2010
Date of Incorporation :	26.06.1992
Com. Reg. No.:	05-36116
Capital Investment / Paid-up Capital :	Rs.495.536 Millions
CIN No.: [Company Identification No.]	U51909HR1992PTC036116
TAN No.: [Tax Deduction & Collection Account No.]	RTKP04072F
PAN No.: [Permanent Account No.]	AAACP2626A
TAN No :	33451602769
CST No :	797709 Dated 07.10.94
ECC No :	AAACP2626AXM002
Legal Form :	Private Limited Liability Company
Line of Business :	Manufacturer and Marketer of Confectionery Products, Including Chewing Gums and Toffees.
No. of Employees :	Not Available

RATING & COMMENTS

MIRA’s Rating :

Ba (51)

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

Maximum Credit Limit :	USD 11000000
Status :	Good
Payment Behaviour :	Regular
Litigation :	Clear
Comments :	Subject is a subsidiary of Perfetti Van Melle Holding B.V., The Netherland. It is a well established company having fine track. General Financial position is good. Trade relations are reported as fair. Business is active. Payment are reported to be correct and as per commitments. The Company can be considered normal for business dealings at usual trade terms and condition.

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 – September 30, 2011

Country Name	Previous Rating (30.06.2011)	Current Rating (30.09.2011)
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 :	47^th Milestone, Delhi- Jaipur Highway, Manesar, Gurgaon, Haryana – 122 050, India
Tel. No.:	91-124-2290337 / 2290341
Fax No. :	91-124-2290342
E-Mail :	Harsh.arora@in.pvmgrp.com Consumercare@in.pvmgrp.com
Website :	www.perfettivanmelle.in
Corporate Office :	1^st Floor , Tower A, Global Business Park, Mehrauli, Gurgaon Road, Gurgaon – 122 002, Haryana, India
Tel. No.:	91-124-3079171
Fax No.:	91-124-2803212
Factory 1 :	Chennai Factory
Address :	No.7, Karanaipuducherry Village and Post, Via Guduvancherry, Chennai – 603202, Tamilnadu, India
Tel. No.:	91-4114-268831
Fax No.:	91-4224-268695
Factory 2 :	Rudrapur Factory
Address :	Plot No. 14/B, Sector 9, Integrated Industrial Estate, Pant Nagar, Rudrapur- 263153, Dist – Udham Singh Nagar, Uttarakhand, India
Tel. No.:	91-5911-245874
Branch Office :	Located At : · North Branch : Gurgaon · South Branch : Bangalore · East Branch : Kolkata · West Branch : Mumbai

DIRECTORS

As on 29.09.2010

Name :

Mr. Stefeno Pelle

Designation :

Chairman Cum Director

Address :

Al Barsha lll, Plot 375, Street No.22C, Villa No.38, Dubai (AE)

Date of Birth/Age :

19.02.1964

Date of Appointment :

17.04.2006

DIN No.:

00088104

Other Directorship :

S.No.	CIN	Name of the Company	Current designation of the director	Date of appointment at current designation	Original date of appointment	Company Status	Defaulting status
1	U51909HR1992PTC036116	Perfetti Van Melle India Private Limited	Director	17-04-06	01-02-99	Active	NO
2	U55201DL2006PTC149717	Restitalia Restaurants Private Limited	Director	14-06-06	14-06-06	Under Process of Striking off	NO
3	U74140DL2005PTC141088	S P Associates Management Consultants Private Limited	Director	21-08-06	21-08-06	Active	NO

Name :

Mr. Sameer Suneja

Designation :

Managing Director

Address :

H.No. – 48, Club Road, North West Avenue, Punjabi Bagh Extension, New Delhi – 110026, India

Date of Birth/Age :

12.08.1971

Date of Appointment :

01.02.2008

DIN No.:

02104440

Other Directorship :

S.No.	CIN	Name of the Company	Current designation of the director	Date of appointment at current designation	Original date of appointment	Company Status	Defaulting status
1	U51909HR1992PTC036116	Perfetti Van Melle India Private Limited	Director	18-09-08	01-02-08	Active	NO
2	U36996HR2011PTC042004	Target Creative Solutions India Private Limited	Director	03-02-11	03-02-11	Active	NO

Name :

Mr. Harsh Kumar Arora

Designation :

Director

Address :

12 / 6, Punjabi Bagh, New Delhi – 110026, India

Date of Birth/Age :

27.08.1959

Date of Appointment :

11.06.2007

DIN No.:

00132859

Other Directorship :

S.No.	CIN	Name of the Company	Current designation of the director	Date of appointment at current designation	Original date of appointment	Company Status	Defaulting status
1	U55201DL2006PTC149717	Restitalia Restaurants Private Limited	Director	14-06-06	14-06-06	Under Process of Striking off	NO
2	U51909HR1992PTC036116	Perfetti Van Melle India Private Limited	Director	27-09-07	11-06-07	Active	NO
3	U36996HR2011PTC042004	Target Creative Solutions India Private Limited	Director	03-02-11	03-02-11	Active	NO

Name :

Mr. Massimo Terrevazzi

Designation :

Director

Address :

Minister Nelissenstraat 2, 4818 HT, Breda, The Natherland

Date of Birth/Age :

11.05.1962

Date of Appointment :

17.04.2006

DIN No.:

00813536

Name :

Mr. Abhey Yograj

Designation :

Director

Address :

N – 94, Panchsheel Park, New Delhi, India

Date of Birth/Age :

01.09.1943

Date of Appointment :

26.06.1992

DIN No.:

00029998

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	U99999DL1988PLC032421	Coretec Hygiene Products Limited	Director	12-07-88	12-07-88	-	Active	NO
2	U51101DL1989PTC035109	Tecnova Overseas Private Limited	Director	17-02-89	17-02-89	-	Active	NO
3	U74899DL1989PTC035583	Ideatec Technologies Private Limited	Director	27-03-89	27-03-89	-	Active	NO
4	U74899DL1992PLC048310	Zaffiro Fashion Limited	Director	10-04-92	10-04-92	01-10-09	Active	NO
5	U51909HR1992PTC036116	Perfetti Van Melle India Private Limited	Director	26-06-92	26-06-92	-	Active	NO
6	U85190MH1991PTC060363	L'oreal India Private Limited	Director	17-03-95	17-03-95	-	Active	NO
7	U29299DL1984PTC018517	tecnova india private limited	Managing director	22-03-06	12-07-98	-	Active	NO
8	U72200PN1988PLC015974	Indiacom Limited	Director	05-05-00	05-05-00	-	Active	NO
9	U85195DL1998PTC094403	Biomerieux India Private Limited	Director	22-01-01	22-01-01	18-07-11	Active	NO
10	U32109MH2005PTC192559	Sick India Private Limited	Director	23-02-05	23-02-05	26-02-10	Active	NO
11	U24246DL2003PTC120118	Mountain Valley Springs India Private Limited	Director	31-10-05	31-10-05	30-06-07	Active	NO
12	U72900KA2006PTC049744	Semcon India Private Limited	Director	17-03-06	17-03-06	01-04-07	Active	NO
13	U24111DL2006PTC148398	SurTec Chemicals India Private Limited	Director	09-05-07	02-05-06	30-08-07	Active	NO
14	U35914JH2006PTC014951	Jost India Auto Component Private Limited	Director	15-10-07	19-07-06	01-10-08	Active	NO
15	U27310TN2006PLC065084	Ashley Alteams India Limited	Director	09-10-06	09-10-06	20-09-07	Active	NO
16	U24110AP1993PLC015470	Shantha Biotechnics Limited	Director	26-09-07	07-11-06	31-08-09	Active	NO
17	U36900MH2007PTC170839	Roquette India Private Limited	Director	15-05-07	15-05-07	-	Active	NO
18	U34300TN2008PTC069239	Kostal Nttf Automotive India Private Limited.	Director	11-09-08	11-09-08	18-09-08	Active	NO
19	U32109DL2008PTC184570	Alignment Systems India Private Limited	Director	31-10-08	31-10-08	-	Active	NO
20	U74900DL2009PTC192419	Came India Automation Solutions Private Limited	Director	21-07-09	21-07-09	22-09-09	Active	NO
21	U25203DL2009PTC196673	Helvoet Pharma India Operations Private Limited	Director	05-12-09	05-12-09	07-01-11	Active	NO
22	U74900DL2010PTC198415	Amaaya Retail Private Limited	Director	28-01-10	28-01-10	-	Active	NO
23	U40107DL2010FTC203690	Ahlstrom Capital Solar Private Limited	Director	05-06-10	05-06-10	30-08-11	Active	NO
24	U52300DL2011PTC224211	Christian Louboutin India Private Limited	Director	26-08-11	26-08-11	-	Active	NO
25	U74999DL1985PTC022278	Tecnova Consulting Private Limited	Director	04-10-11	04-10-11	-	Active	NO

Name :

Mr. Parasmal Shikhermal Surana

Designation :

Director

Address :

224, N.S.C. Bose Road, Chennai – 600004, Tamilnadu, India

Date of Birth/Age :

25.01.1949

Date of Appointment :

16.12.2002

DIN No.:

00023553

KEY EXECUTIVES

Name :	Mr. Harsh Arora
Designation :	Company Secretary
Address :	12/6, Punjabi Bagh, New Delhi – 110026, India
Date of Birth/Age :	27.08.1959
Date of Appointment :	11.06.2007

MAJOR SHAREHOLDERS / SHAREHOLDING PATTERN

As on 29.09.2010

Names of Shareholders	No. of Shares
Stefano Pelle	1
Gianluca Brusoni	1
Perfetti Van Mille Holding B.V – Netherlands	49553498
Van Mille Trust B.V - Netherlands	100
Euraffair International B.V - Netherlands	1
TOTAL	49553601

As on 29.09.2010

Equity Share Break up	Percentage of Holding
Category
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 :

Manufacturer and Marketer of Confectionery Products, Including Chewing Gums and Toffees.

Products :

Products Description	Item Code No.
Sugar Confectionery	1704.90.30
Chocolate and Other Food Preparation containing Cocoa	1806.90.20
Food Preparation not elsewherewhere Specified	2106.90.99
Medicament	3004.90.11

PRODUCTION STATUS (As on 31.03.2010)

The Installed Capacity is 110,530 Tons

GENERAL INFORMATION

No. of Employees :	Not Available
Bankers :	Not Available

Banking Relations :	--
Auditors :
Name :	Deloite Haskins and Sells Chartered Accountant
Address :	7^th Floor, Building 10, Tower B, DLF Cyber City Complex, DLF City Phase –ll, Gurgaon, Haryana – 122002, India
Tel. No.:	91-124-6792000 91-124-6792012
PAN.:	AABFD2095B
Holding Company :	Perfetti Van Melle Holding B.V., Netherlands
Ultimate holding Company :	Perfetti Van Melle Spa, Italy
Fellow Subsidiaries :	· Perfetti Van Melle Italia, S.R.L · Gum Base Company Spa, Italy · Perfetti Van Melle Phils. , Inc. · Van Melle AG. Switzerland · Perfetti Van Melle Brasil Limited · Perfetti Van Melle Sri Lanka · Perfetti Van Melle Bangaladesh Private Limited · Perfetti Van Melle Confectionery (Shenzhen) Company Limited · Perfetti Van Melle Polska Sp.z.o.o

CAPITAL STRUCTURE

As on 31.03.2010

Authorised Capital :

No. of Shares	Type	Value	Amount
65000000	Equity Shares	Rs.10/- each	Rs.650.000 Millions

Issued, Subscribed & Paid-up Capital :

No. of Shares	Type	Value	Amount
49553601	Equity Shares	Rs.10/- each	Rs.495.536 Millions

Notes :

(of the above 49,553,498 Shares ( Previous Year 49,553,498 Shares ) Equity shares are held by Perfetti Van Melle Holding B.V. , Netherlands, the holding company , the ultimate holding company being Perfetti Van Melle Spa, Italy. )

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		495.536	495.536	511.820
2] Share Application Money		0.000	0.000	0.000
3] Reserves & Surplus		2279.504	1574.762	1142.368
4] (Accumulated Losses)		0.000	0.000	0.000
NETWORTH		2775.040	2070.298	1654.188
LOAN FUNDS
1] Secured Loans		0.000	0.000	0.000
2] Unsecured Loans		0.000	0.000	0.000
TOTAL BORROWING		0.000	0.000	0.000
DEFERRED TAX LIABILITIES		0.000	0.000	0.000
TOTAL		2775.040	2070.298	1654.188
APPLICATION OF FUNDS
FIXED ASSETS [Net Block]		1440.517	1257.781	1199.237
Capital work-in-progress		173.703	47.646	87.579
INVESTMENT		0.000	2.600	2.600
DEFERREX TAX ASSETS		178.645	113.712	60.651
CURRENT ASSETS, LOANS & ADVANCES
	Inventories	909.176	736.635	651.583
	Sundry Debtors	74.741	79.833	64.568
	Cash & Bank Balances	1290.017	970.808	546.723
	Other Current Assets	0.000	0.000	0.000
	Loans & Advances	697.969	414.979	320.814
Total Current Assets		2971.903	2202.255	1583.688
Less : CURRENT LIABILITIES & PROVISIONS
	Sundry Creditors	626.841	511.381	423.587
	Other Current Liabilities	852.044	670.883	596.402
	Provisions	510.843	371.432	259.578
Total Current Liabilities		1989.728	1553.696	1279.567
Net Current Assets		982.175	648.559	304.121
MISCELLANEOUS EXPENSES		0.000	0.000	0.000
TOTAL		2775.040	2070.298	1654.188

PROFIT & LOSS ACCOUNT

	PARTICULARS		31.03.2010	31.03.2009	31.03.2008
	SALES
		Turnover	10446.547	8357.700	6754.800
		Other Income
		TOTAL	10446.547	8357.700	6754.800
	EXPENSES
		Office Expenses	1.380	7859.900	6402.400
		Administrative Expenses
		Advertising Expenses
		TOTAL	1.380	7859.900	6402.400
	PROFIT BEFORE TAX		639.992	497.800	352.400
Less	TAX		(64.75)	1.300	46.3
	PROFIT AFTER TAX		704.742	496.500	306.100
	EARNINGS IN FOREIGN CURRENCY
		FOB Value of Goods	153.480	130.734	162.088
		Sale of Assets	0.292	2.043	24.874
	TOTAL EARNINGS		153.772	132.777	186.962
	IMPORTS
		Finished Goods	3.485	3.233	2.580
		Raw Materials	795.784	530.301	324.392
		Components, Stores and Spares	7.988	9.955	4.775
		Capital Goods	245.280	84.766	53.279
	TOTAL IMPORTS		1052.537	628.255	385.026
	Earnings Per Share (Rs.)		14.22	10.01	6.18

KEY RATIOS

PARTICULARS		31.03.2010	31.03.2009	31.03.2008
PAT / Total Income	(%)	6.75	5.94	4.53
Return on Total Assets (PBT/Total Assets}	(%)	14.50	14.39	12.66
Return on Investment (ROI) (PBT/Networth)		0.23	0.24	0.21
Debt Equity Ratio (Total Liability/Networth)		0.72	0.75	0.77
Current Ratio (Current Asset/Current Liability)		1.49	1.42	1.24

LOCAL AGENCY FURTHER INFORMATION

NOTES :

The Registered office of the company has been shifted from D-62, Defence Colony, New Delhi, Delhi – 110 024, Haryana, India to present address w.e.f 11.07.2006

BACKGROUND

Subject was incorporated on June 26, 1992 to manufacture and market confectionery products, including chewing gums and toffees. The company has three manufacturing facilities located at manesar (Haryana), Rudrapur (uttrakhand) and Chennai (Tamilnadu) . The Company was jointly promoted by perfetti Van Melle Spa (Formerly perfetti Spa), A Company incorporated in the Isle of Mann, United Kingdom.

Pursuant to the transfer by BN Holdings Limited of its entire holdings of 9,100,000 Equity Shares to Perfetti Van Melle Spa, In 1999, the company become a wholly owned subsidiary of perfetti Van Melle Spa. During the Year 2002, Perfetti Van Melle Spa transferred its entire holding of 49,553,500 Equity to perfetti Van Melle HOldong B.V. Netherlands.

Further, Pursuant to the worldwide merger of the perfetti and Van Melle groups, Van Melle Confectionery India Private Limited merged with the Company and under the scheme of amaigamation 13,088,087 Equity shares of Rs. 10 each were issued to the shareholders of erstwhile Van Mille Confectionery India Private Limited. The scheme of amaigamation had come into legal operation from April 1, 2002.

The Company is a subsidiary of perfetti Van Melle Holding B.V. by virtue of their holding 99,999 percent equity shares in the paid up shares in the paid up share capital as at 31^st March 2010.

CONTINGENT LIABILITIES

Particulars	As on 31 March, 2010 Rs. in Millions
- Income Tax Disputes where the Company is in appeal	10.332
- Excise duty demand on classification dispute	200.529
- Sales Tax Disputes	44.255

FIXED ASSETS

· Land – Freehold

· Land – Leasehold

· Buildings

· Plant and Machinery

· Motor Vehicles

· Furniture and Fixtures

· Computer Under Finance Lease

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.52.10
UK Pound	1	Rs.81.30
Euro	1	Rs.70.07

SCORE & RATING EXPLANATIONS

SCORE FACTORS	RANGE	POINTS
HISTORY	1~10	6
PAID-UP CAPITAL	1~10	5
OPERATING SCALE	1~10	6
FINANCIAL CONDITION
--BUSINESS SCALE	1~10	6
--PROFITABILIRY	1~10	5
--LIQUIDITY	1~10	6
--LEVERAGE	1~10	6
--RESERVES	1~10	6
--CREDIT LINES	1~10	5
--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	YES
--AFFILIATION	YES/NO	YES
--LISTED	YES/NO	NO
--OTHER MERIT FACTORS	YES/NO	YES
TOTAL		51

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.