MIRA INFORM REPORT

Report Date :

02.04.2012

IDENTIFICATION DETAILS

Name :	PEPSICO INDIA HOLDINGS PRIVATE LIMITED
Registered Office :	B-3, DLF Corporate Park, ‘S’ Block, Qutab Enclave, Phase III, Gurgaon-122 002, Haryana
Country :	India
Financials (as on) :	31.03.2011
Date of Incorporation :	28.01.1994
Com. Reg. No.:	05-033754
Capital Investment / Paid-up Capital :	Rs.12791.434 Millions
CIN No.: [Company Identification No.]	U15549HR1994PTC033754
TAN No.: [Tax Deduction & Collection Account No.]	DELP10965D
PAN No.: [Permanent Account No.]	AAACP1272G
Legal Form :	Private Limited Liability Company
Line of Business :	Manufacturing of Package Bottles, Snack Foods, Fruit Products, Mineral Water, Potato Product, Milk Malted Foods, Beverage and Aerated Water.
No. of Employees :	1000 (Approximately)

RATING & COMMENTS

MIRA’s Rating :

Ba (44)

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

Maximum Credit Limit :	USD 59800000
Status :	Satisfactory
Payment Behaviour :	Usually correct
Litigation :	Clear
Comments :	Subject is a part of Pepsico Group. It is a well established and reputed company having satisfactory track. There appears some accumulated losses recorded by the company. However, trade relations are reported as fair. Business is active. Payments are reported to be usually correct and as per commitment. In view of strong holding 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.

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 1:	B-3, DLF Corporate Park, ‘S’ Block Qutab Enclave, Phase III, Gurgaon – 122 002, Haryana, India
Tel. No.:	91-124-2880699/ 2355880 / 2355863 / 2355871 / 6355880 / 863
Fax No.:	91-124-2355853 / 2355861 / 2355862 / 6355862
E-Mail :	jaya.nagpal@pepsico.com jaya.nagpal@intl.pepsico.com manisha.arora@intl.pepsico.com
Website :	www.pepsiindia.co.in
Corporate Office :	LGF-54, World Trade Centre, Barakhamba Road, New Delhi – 110001, India
Tel. No.:	91-11-23323021
Fax No.:	91-11-51522541
Location :	Commercial
Factory 2 :	Sangrur, Punjab, India
Branches :	Located at : · Chandigarh · Phillaur · Sangrur · Gurgaon · New Delhi

DIRECTORS

As on 30.09.2011

Name :

Mr. Rajiv Wakhle

Designation :

Director

Address :

402, Lopis Lazuli, 5^th Lane, South Main Road, Koregaon Park, Pune – 411001, Maharashtra, India

Date of Birth/Age :

04.09.1958

Date of Appointment :

28.03.2008

DIN No.:

00265039

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	U15499PN2006PTC128630	AURIC FOODS PRIVATE LIMITED	Director	21/06/2006	21/06/2006	3/07/2006	Active	YES
2	U15549HR1994PTC033754	PEPSICO INDIA HOLDINGS PRIVATE LIMITED	Director	28/11/2008	28/03/2008	-	Active	NO

Name :

Mr. Meghnad Mitra

Designation :

Director

Address :

121A Hamilton Court, DLF City Phase- IV, Gurgaon – 122002, Haryana, India

Date of Birth/Age :

20.05.1964

Date of Appointment :

30.09.2010

DIN No.:

01802612

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	U74300GJ1984PTC006714	AHMEDABAD ADVERTISING ANND MARKETING CONSULTANTS PRIVATE LIMITED	Director	26/09/2007	2/09/2007	6/02/2009	Active	NO
2	U15419PB1989PTC009114	PEPSI FOODS PRIVATE LIMITED	Whole-time director	6/02/2009	6/02/2009	30/09/2010	Active	NO
3	U15549HR1994PTC033754	PEPSICO INDIA HOLDINGS PRIVATE LIMITED	Director	30/09/2010	30/09/2010	-	Active	NO

Name :

Mr. Pradeep Jain

Designation :

Director

Address :

A-3-602 Uniworld City, Sector-30/41, Gurgaon – 122001, Haryana, India

Date of Birth/Age :

19.08.1968

Date of Appointment :

30.09.2010

DIN No.:

02110401

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	U15435HR1997PTC033752	ARADHANA SNACK FOODS COMPANY PRIVATE LIMITED	Director	30/09/2008	17/02/2008	-	Amalgamated	NO
2	U15549HR1994PTC033754	PEPSICO INDIA HOLDINGS PRIVATE LIMITED	Director	30/09/2010	30/09/2010	-	Active	NO

Name :

Mr. Kanish Malik

Designation :

Director

Address :

Apartment No. 1702, World Spa, Sector 30, Gurgaon – 122001, Haryana, India

Date of Birth/Age :

01.01.1966

Date of Appointment :

04.08.2011

DIN No.:

03612432

Name :

Mr. Praveen Someshwar

Designation :

Director

Address :

610-B, Beverly Park – I, M G Road, Gurgaon – 122002, Haryana, India

Date of Birth/Age :

19.01.1967

Date of Appointment :

16.04.2008

DIN No.:

01802656

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	U15541HR1997PTC033751	ARADHANA SOFT DRINKS COMPANY PRIVATE LIMITED	Director	29/09/2005	29/09/2005	15/04/2008	Amalgamated	NO
2	U15549HR1994PTC033754	PEPSICO INDIA HOLDINGS PRIVATE LIMITED	Director	28/11/2008	16/04/2008	-	Active	NO

KEY EXECUTIVES

Name :	Mr. Vinod Kaushal
Designation :	Secretary
Address :	D-115, Ridgewood Estate, DLF City, Phase IV, Gurgaon – 122002, Haryana, India
Date of Birth/Age :	19.12.1971
Date of Appointment :	07.03.2011
PAN No.:	AADPK5427C

MAJOR SHAREHOLDERS / SHAREHOLDING PATTERN

As on 30.09.2011

Names of Shareholders	No. of Shares
Pepsico Panimex Inc., Mauritius	1276377579
Beaman Bottling Company, Dover	2765865
Total	1279143444

Equity Share Break up (Percentage of Total Equity)

As on 30.09.2011

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 :

Manufacturing of Package Bottles, Snack Foods, Fruit Products, Mineral Water, Potato Product, Milk Malted Foods, Beverage and Aerated Water.

Products :

Product Description	ITC Code
Aerated Water	220210.99
Potato Chips Fried	2005.20
Namkeens	2106.90

PRODUCTION STATUS AS ON 31.03.2011

Particulars	Unit	Installed Capacity*	Actual Production
Aerated and non-aerated beverages	000cases	188,609	97,960
Potato chips	Tonnes	58,333	43,259
Namkeens	Tonnes	64,000	53,863
Biscuits	Tonnes	3,995	1,348
Other snacks	Tonnes	--	7,530

Note:

*Installed capacities are computed based on a single shift basis. These are as certified by the management, not verified by the auditors, it being a technical matter.

The above installed capacity relates to the Company's own plants. Other than this, products are also manufactured by third parties from raw material supplied by the Company.

GENERAL INFORMATION

No. of Employees :

1000 (Approximately)

Bankers :

· Bank of America, 16, Barakhamba Road, New Delhi – 110001, India

· Deutsche Bank, Tolstoy Marg, Tolstoy House, New Delhi – 110001, India

Facilities :

Unsecured Loan	As on 31.03.2011 (Rs. in Millions)	As on 31.03.2010 (Rs. in Millions)
Rupee term loans banks unsecured	3492.678	2627.339
Other external commercial borrowings unsecured	4513.725	3177.383
Deferred sales tax loan unsecured	149.529	157.018
Other debt unsecured	2303.619	2303.619
Total	10459.551	8265.359

Notes:

(A) Includes: Short term loans and advances - bank overdraft- 4678 - from banks- 3488000

(B) Includes: Short term loans and advances - bank overdraft- 784 - from banks- 2626555

(C) Deferred sales tax payable under the Tamil Nadu General Sales Tax Act, 1957

(D) Deferred sales tax payable under the Tamil Nadu General Sales Tax Act, 1957

Banking Relations :	--
Auditors :
Name :	BSR and Company Chartered Accountants
Address :	Building No. 10, 8^th Floor, Tower, B, DLF Cyber City, Gurgaon- 122002, Haryana, India
Tel. No.:	91-124-2549191
Fax No.:	91-124-2549101
PAN.:	AAAFB9852F
Ultimate holding Company :	PepsiCo Inc. (Trademark owner)
Holding company :	PepsiCo Panimex Inc.
Fellow Subsidiaries :	· Pepsi Foods Private Limited · PepsiCo World Trading Company, Inc. · Pepsi Cola International Cork · Frito-Lay international, USA · PepsiCo Foods (China) Company Limited · Sabritas S De R.L. De C.V. · PepsiCo Inc. (Hong Kong Branch) · PepsiCo Products (Malaysia) Sdn Bhd · P.B.I. Fruit Juice Company · Saudi Snack Foods Company Limited · Pepsi-Cola (Thai) Trading Company Limited · Quakers Oats Australia Pty Limited · Frito Lay Thailand · Frito-Lay Japan · Pepsico International Pte Limited · Frito Lay Thailand · Walkers Snacks Limited -UK · PepsiCo Inc. Dubai · Pepsico International – Vietnam Company · PepsiCo Inc.Indonesia · PWT World Trading Company · Pepsi-Cola Indobeverages Indoanesia · Lebedyansky OJSC · LLC Sandora · Societe Moderne Lebanaise Pour · Teeba Investment Company · The Concentrate manufacturing Company Of Ireland · International Refershment Company Limited · Dhillon Kool Drinks and Beverages Private Limited CIN No.: U15549CH1989PTC009333
Subsidiaries :	· Aradhana Convenience Foods Private Limited CIN No.: U15134DL2005PTC142295 · Lehar Foods Private Limited (Formerly known as Aradhana Carbonated Beverages Private Limited) CIN No.: U15549DL2003PTC122304 · Aradhana Drinks and Beverages Private Limited CIN No.: U15549DL2003PTC122303 · Aradhana Foods and Juices Private Limited CIN No.:U74899DL2005PTC142296 · Panagarh Marketing Private Limited CIN No.: U51109WB1988PTC043863 · Ahmedabad Advertising and Marketing Consultants Private Limited CIN No.:U74300GJ1984PTC006714 · Aradhana Snack Foods Company CIN No.: U15435HR1997PTC033752 · Aradhana Soft Drinks Company · Aradhana Soft Drinks Company Private Limited CIN No.: U15541HR1997PTC033751
Associates :	· Pearl Drinks Private Limited CIN No.: U15532DL1982PLC014664 · Pearl Bottling Private Limited CIN No.: U15541DL1988PTC170355 · Varun Beverages Limited CIN No.: U74899DL1995PLC069839 · Pearl Beverages Limited CIN No.: U15549DL1996PLC079678 · Tripty Drinks Private Limited CIN No.: U15541OR1967PTC000499 · SMV Beverages Private Limited · Chhattisgarh Beverages Private Limited CIN No.: U15540MH1985PTC035591 · Nectar Beverages Private Limited CIN No.: U51909DL2005PTC133382 · Steel City Beverages Private Limited CIN No.: U15510MH1967PTC219869
Others :	· PepsiCo India Holdings Employees Provident Fund Trust · PepsiCo India Holdings Employees Superannuation Fund Trust
Joint Venture :	Nourishco Beverages Limited

CAPITAL STRUCTURE

As on 31.03.2011

Authorised Capital :

No. of Shares	Type	Value	Amount
2500000000	Equity Shares	Rs.10/- each	Rs.25000.000 Millions

Issued, Subscribed & Paid-up Capital :

No. of Shares	Type	Value	Amount
1279143400	Equity Shares	Rs.10/- each	Rs.12791.434 Millions

Note:

Of the above 2,765,865 equity shares are held by Beaman Bottling Company and 1,276,377,579 equity shares are held by PepsiCo Panimex Inc., Mauritius, the holding company. The ultimate holding company is PepsiCo Inc., USA

FINANCIAL DATA

[all figures are in Rupees Millions]

ABRIDGED BALANCE SHEET

SOURCES OF FUNDS		31.03.2011	31.03.2010	31.03.2009
SHAREHOLDERS FUNDS
1] Share Capital		12791.434	12716.105	11872.467
2] Share Application Money		0.000	0.000	0.000
3] Reserves & Surplus		6428.626	6052.105	1834.309
4] (Accumulated Losses)		(4268.585)	(4262.977)	(4898.412)
NETWORTH		14951.475	14505.233	8808.364
LOAN FUNDS
1] Secured Loans		0.000	0.000	0.000
2] Unsecured Loans		10459.551	8265.359	7753.752
TOTAL BORROWING		10459.551	8265.359	7753.752
DEFERRED TAX LIABILITIES		0.000	0.000	0.000
TOTAL		25411.026	22770.592	16562.116
APPLICATION OF FUNDS
FIXED ASSETS [Net Block]		15742.367	12411.473	9604.963
Capital work-in-progress		1500.418	2410.579	1174.525
INVESTMENT		945.439	2347.796	2347.796
DEFERREX TAX ASSETS		0.000	0.000	0.000
CURRENT ASSETS, LOANS & ADVANCES
	Inventories	5078.288	4681.017	3315.311
	Sundry Debtors	1760.299	1709.122	2168.213
	Cash & Bank Balances	543.443	675.839	1075.551
	Other Current Assets	0.000	0.000	0.000
	Loans & Advances	8464.233	6333.303	5175.296
Total Current Assets		15846.263	13399.281	11734.371
Less : CURRENT LIABILITIES & PROVISIONS
	Sundry Creditors	6565.184	5951.497
	Other Current Liabilities	1099.004	860.992	7353.500
	Provisions	959.273	986.048	946.039
Total Current Liabilities		8623.461	7798.537	8299.539
Net Current Assets		7222.802	5600.744	3434.832
MISCELLANEOUS EXPENSES		0.000	0.000	0.000
TOTAL		25411.026	22770.592	16562.116

PROFIT & LOSS ACCOUNT

	PARTICULARS		31.03.2011	31.03.2010	31.03.2009
	SALES
		Income	40151.260	32613.056	27588.335
		Other Income	1405.612	995.402	311.270
		TOTAL (A)	41556.872	33608.458	27899.605
Less	EXPENSES
		Excise Duty	5.431	5.407
		Operating Expenditure	16318.320	14040.904	25877.710
		Other Expenses	22765.042	17388.605
		Prior Period Expenses	0.000	28.450
		Profit on Sale of Beverage Business for West Bengal Territory	0.000	(283.755)
		TOTAL (B)	39088.793	31179.611	25877.710
Less	PROFIT BEFORE INTEREST, TAX, DEPRECIATION AND AMORTISATION (A-B) (C)		2468.079	2428.847	2021.895
Less	FINANCIAL EXPENSES (D)		213.651	225.870	477.083
	PROFIT BEFORE TAX, DEPRECIATION AND AMORTISATION (C-D) (E)		2254.428	2202.977	1544.812
Less/ Add	DEPRECIATION/ AMORTISATION (F)		2260.036	1558.670	1684.655
	PROFIT BEFORE TAX (E-F) (G)		(5.608)	644.307	(139.843)
Less	TAX (H)		0.000	8.872	(47.302)
	PROFIT AFTER TAX (G-H) (I)		(5.608)	635.435	(187.145)
	EARNINGS IN FOREIGN CURRENCY
		Export Earnings	230.923	248.769	247.880
		Freight recoveries	0.000	0.000	.215
		Other Earnings	160.107	35.023	28.943
	TOTAL EARNINGS		391.030	283.792	277.038
	IMPORTS
		Raw and packing Materials	NA	1072.799	906.240
		Spares Parts		45.904	58.582
		Capital Goods		2898.294	966.880
	TOTAL IMPORTS		NA	4016.997	1931.702
	Earnings Per Share (Rs.)		0.00	0.53	(0.16)

KEY RATIOS

PARTICULARS		31.03.2011	31.03.2010	31.03.2009
PAT / Total Income	(%)	0.01	1.89	(0.67)
Net Profit Margin (PBT/Sales)	(%)	0.01	1.98	(0.51)
Return on Total Assets (PBT/Total Assets}	(%)	0.02	2.49	(0.66)
Return on Investment (ROI) (PBT/Networth)		0.00	0.00	(0.02)
Debt Equity Ratio (Total Liability/Networth)		1.28	0.90	1.82
Current Ratio (Current Asset/Current Liability)		1.84	1.72	1.41

LOCAL AGENCY FURTHER INFORMATION

Business

During the year, the turnover of the Company was around Rs.40151.260 Millions. Overall, the company is reporting a loss for the year Rs.5.608 Millions as compared to a profit of Rs.635.435 Millions during the previous year.

Fixed Assets

· Leasehold Land

· Freehold Land

· Buildings

· Leasehold Improvements

· Plant and Machinery

· Furniture and Fixtures

· Vehicles

· Computers

· Bottles and Cases

· ERP Software

· Goodwill

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.51.15
UK Pound	1	Rs.81.79
Euro	1	Rs.68.34

SCORE & RATING EXPLANATIONS

SCORE FACTORS	RANGE	POINTS
HISTORY	1~10	5
PAID-UP CAPITAL	1~10	5
OPERATING SCALE	1~10	5
FINANCIAL CONDITION
--BUSINESS SCALE	1~10	5
--PROFITABILIRY	1~10	4
--LIQUIDITY	1~10	5
--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	YES
--AFFILIATION	YES/NO	YES
--LISTED	YES/NO	NO
--OTHER MERIT FACTORS	YES/NO	YES
TOTAL		44

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.