MIRA INFORM REPORT

Report Date :

03.01.2012

IDENTIFICATION DETAILS

Name :	TUPPERWARE INDIA PRIVATE LIMITED
Registered Office :	204-206, Tolstoy House, 15, Tolstoy Marg, New Delhi-110001
Country :	India
Financials (as on) :	31.03.2010
Date of Incorporation :	01.05.1996
Com. Reg. No.:	55-078605
Capital Investment / Paid-up Capital :	Rs.450.000 Millions
CIN No.: [Company Identification No.]	U25209DL1996PTC078605
Legal Form :	Private Limited Liability Company
Line of Business :	Manufacturer of Plastic Food Storage and Serving Containers.

RATING & COMMENTS

MIRA’s Rating :

Ba (46)

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

Maximum Credit Limit :	USD 3500000
Status :	Satisfactory
Payment Behaviour :	Usually Correct
Litigation :	Clear
Comments :	Subject is an established company having satisfactory track. The company is doing well. Trade relations are reported as fair. Business is active. Payments are reported to be usually 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.

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 :	204-206, Tolstoy House, 15, Tolstoy Marg, New Delhi-110001, India
Tel. No.:	91-11-23714408
Fax No.:	91-11-23357097
E-Mail :	puneetnarula@tupperware.com
Website :	http://www.tupperwsareindia.com
Head Office :	Plot No. 11 and 12, Central Hope Town, Twin Industrial Area, District Selaqui – 248197, Uttarakhand, India
Factory :	1A, Udyog Vihar, Sector 18, Gurgaon-122001, Haryana, India
Tel. No.:	91-124-4322222/ 2346978
Fax No.:	91-124-4322299

DIRECTORS

AS ON 30.09.2011

Name :	Ms. Asha Gupta
Designation :	Managing Director
Address :	D-13, Lajpat Nagar – III, New Delhi-110024, India
Date of Birth/Age :	28.10.1971
Qualification :	MBA (Marketing)
Date of Appointment :	03.11.2004
DIN No.:	00204367
Name :	Mr. Christian E Skroeder
Designation :	Director
Address :	3 Route De Lousanne 1096 Cully, Switzerland Ch-1096
Date of Birth/Age :	21.08.1948
Date of Appointment :	30.09.2003
DIN No.:	01458720
Name :	Mr. Taylor J Ross
Designation :	Director
Address :	6043, Glitter Court, Orlando, Florida-32836
Date of Birth/Age :	25.10.1960
Date of Appointment :	26.02.2002
DIN No.:	00431088
Name :	Mr. Punit Narula
Designation :	Director
Date of Birth/Age :	08.05.1972
Date of Appointment :	28.01.2010
DIN No.:	02932970

MAJOR SHAREHOLDERS / SHAREHOLDING PATTERN

AS ON 30.09.2011

Names of Shareholders	No. of Shares
Tupperware Asia Pacific Holdings Private Limited, Mauritius	43199730
Tupperware Home Parties Inc, USA	450000
Total	43649730

AS ON 30.09.2011

Equity Share Break up (Percentage of Total Equity)

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 :

Manufacturer of Plastic Food Storage and Serving Containers.

Products :

Product Description	ITC Code
Table, Kitchenware and Other Households Articles	3924 10 90

· Dry Storage

· Food Preperation

· Microwave

· Refrigerator

· Freezer

· Canisters

· Classics

· Lunch and Outdoors

· Tupper Kids

· Goflex

· Clear ‘n’ Pure Range

· Tupper Care

· Serving Range

PRODUCTION STATUS AS ON 31.03.2010

Particulars	Unit	Installed Capacity *	Actual Production **
Food Containers, Cook Ware and Kitchen Aids	MT	11300.00	8.66

Notes:

* Capacities are expressed in terms of output based on standard norms and are as certified by the management and accepted by the auditors being a technical matter.

**Equivalent to 5,268 units

GENERAL INFORMATION

Bankers :

Not Available

Banking Relations :	--
Auditors :
Name :	Price Waterhouse and Company Chartered Accountant
Address :	Building 8, 7^th Floor and 8^th Floor, Tower B, Cyber City, Gurgaon-122002, Haryana, India
PAN No.:	AADFB9359C
Ultimate Holding Company:	· Tupperware Brands Corporation (US)
Holding Company :	· Tupperware Asia Pacific Holdings Private Limited, Mauritius · Dart Industries Inc (US)
Fellow Subsidiaries :	· Dart Manufacturing India Private Limited (India) · Tupperware Australia Pty Limited (Australia) · Tupperware China Company Limited (China) · Tupperware Products S.A. (Switzerland) · Japan Tupperware Company Limited (Japan) · Tupperware Australia Private Limited (Malaysia) · Tupperware Singapore Pte Limited (Singapore) · Premiere Korea Limited (Korea) · Tupperware France SA (France) · Tupperware Southern Africa (Pty) Limited (South Africa) · Tupperware Belgium NV (Belgium) · Tupperware Cmc (Italy) · Tupperware Philippines inc (Philippines) · Tupperware Brazil · Tupperware Deutschland GmbH (Germany) · Tupperware Products inc. US (Switzerland Branch)

CAPITAL STRUCTURE

AS ON 31.03.2010

Authorised Capital :

No. of Shares	Type	Value	Amount
45000000	Equity Shares	Rs.10/- each	Rs. 450.000 Millions

Issued, Subscribed & Paid-up Capital :

No. of Shares	Type	Value	Amount
45000000	Equity Shares	Rs.10/- each	Rs. 450.000 Millions

Note: [Of the above, 44550000 equity shares are held by Tupperware Asia Pacific Holdings Private Limited, Mauritius- the Holding Company and 450000 equity shares are held by Tupperware Home Parties Inc, USA]

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		450.000	450.000	450.000
2] Share Application Money		0.000	0.000	0.000
3] Reserves & Surplus		441.179	196.654	61.279
4] (Accumulated Losses)		0.000	0.000	0.000
NETWORTH		891.179	646.654	511.279
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		891.179	646.654	511.279
APPLICATION OF FUNDS
FIXED ASSETS [Net Block]		262.065	97.372	95.828
Capital work-in-progress		46.703	0.000	0.467
INVESTMENT		0.000	0.000	0.000
DEFERREX TAX ASSETS		21.084	24.412	9.916
CURRENT ASSETS, LOANS & ADVANCES
	Inventories	139.636	95.921	137.428
	Sundry Debtors	66.547	37.288	38.804
	Cash & Bank Balances	468.269	460.100	328.794
	Other Current Assets	0.000	0.000	0.000
	Loans & Advances	154.747	66.963	136.966
Total Current Assets		829.199	660.272	641.992
Less : CURRENT LIABILITIES & PROVISIONS
	Sundry Creditors	220.263	107.524	118.802
	Other Current Liabilities	22.720	15.286	10.378
	Provisions	24.889	12.592	107.744
Total Current Liabilities		267.872	135.402	236.924
Net Current Assets		561.327	524.870	405.068
MISCELLANEOUS EXPENSES		0.000	0.000	0.000
TOTAL		891.179	646.654	511.279

PROFIT & LOSS ACCOUNT

	PARTICULARS		31.03.2010	31.03.2009	31.03.2008
	SALES
		Turnover / Sales	1379.211	980.904	719.610
		Other Income	NA	26.975	29.691
		TOTAL	NA	1007.879	749.301
Less	EXPENSES
		Cost of Sales		459.861	292.935
		Employee Remuneration and Benefits		66.097	51.278
		Administrative Expenses	1025.621	81.961	73.877
		Service Fee		2.122	2.208
		Selling and Distribution		176.359	112.320
		TOTAL	1025.621	786.400	532.618
	PROFIT BEFORE TAX, DEPRECIATION AND AMORTISATION		[Including Depreciation ]	221.479	216.683
Less/ Add	DEPRECIATION/ AMORTISATION			4.193	4.888
	PROFIT BEFORE TAX		367.852	217.286	211.795
Less	TAX		123.328	81.911	67.002
	PROFIT AFTER TAX		244.524	135.375	144.793
Add	PREVIOUS YEARS’ BALANCE BROUGHT FORWARD		196.654	61.279	(81.937)
Less	Impact of Transition Provision of Accounting Standard 15(R) on Employee Benefits		0.000	0.000	1.577
	BALANCE CARRIED TO THE B/S		441.178	196.654	61.279
	EARNINGS IN FOREIGN CURRENCY
		Finished Goods	22.234	8.471	2.692
	TOTAL EARNINGS		22.234	8.471	2.692
	IMPORTS
		Raw Materials	5.347	0.000	0.000
		Finished Goods	39.948	29.715	29.046
		Stores & Spares	1.404	0.000	0.000
		Capital Goods	72.582	0.000	0.000
	TOTAL IMPORTS		119.281	29.715	29.046
	Earnings Per Share (Rs.)		5.43	3.01	3.22

KEY RATIOS

PARTICULARS		31.03.2010	31.03.2009	31.03.2008
PAT / Total Income	(%)	NA	13.43	19.32
Net Profit Margin (PBT/Sales)	(%)	26.67	22.15	29.43
Return on Total Assets (PBT/Total Assets}	(%)	33.07	27.78	28.32
Return on Investment (ROI) (PBT/Networth)		0.42	0.34	0.41
Debt Equity Ratio (Total Liability/Networth)		0.30	0.21	0.46
Current Ratio (Current Asset/Current Liability)		3.10	4.88	2.71

LOCAL AGENCY FURTHER INFORMATION

BUSINESS OPERATIONS

The company has recorded a 41% growth in sales during the financial year ended March 31, 2010 consolidating on the good results of the last two years. The outlook for the coming year is highly optimistic and the company expects to touch a retail sales turnover of Rs. 5000.000 Millions by December 2011.

The company identified the growth in Manager count as a critical factor for future business growth and accordingly introduced some key business strategies during the year including the new promoting programme and the Group Manager programme, both of which were launched in January 2010. The new promoting programme has introduced the concept of 'self-promoting' as Consultants can promote themselves to the level of a Manager upon achieving the prescribed standards. This has helped eliminate personal biases and discretion which were previously associated with decisions involving promotion of Managers. In addition, the Group Manager programme has encouraged existing Managers to develop and promote new Managers from their units. Both programmes have yielded successful results as the quarter ending March 31; 2010 witnessed a 59% growth in the number of new Managers promoted.

The company has also been building on the concept of 'Chain of Confidence' (CoC) which was launched in January 2009 with major CoC events being organized across the country every quarter. The 'Chain of Confidence' movement has allowed the sales force to transcend from merely selling kits to recruiting women with a purpose by helping them realize their dreams. This movement also contributed significantly to the 36% growth in recruiting during the financial year ended March 31, 2010 as the recruits grew from 48,624 in 2008-09 to 66,300 in 2009-10

Over the last two years, the company has also been actively involved in various advertising and brand building activities aimed at providing greater visibility to the brand and creating more consumer awareness. These activities have continued during the year with the company focusing on integrated campaigns involving a mix of print advertisements, display of kiosks in malls and commercials on popular radio channels such as Radio Mirchi 98.3 FM and Fever 104 FM. The company also continued its association with Bollywood by co-sponsoring 'London Dreams', the second such movie to be co-sponsored by the company after ‘Billu Barber' in February 2009.

CONTINGENT LIABILITIES:

Particulars	31.03.2010 Rs. In Millions
Outstanding Bank Guarantees	88.560
Claims against the company not acknowledged as debts to the extent ascertainable	37.160
Excise show cause notice	94.460

FIXED ASSETS:

· Freehold Land

· Building

· Furniture and Fittings

· Office Equipments

· Computers

· Other Equipments

AS PER WEBSITE

Profile:

For over 60 years, Subject has been creating a niche for itself in the business world, making a difference to the lives of millions through its innovative storage products and extremely attractive business opportunity. In recent years, Tupperware has made tremendous inroads into becoming a true global entity. In 2000, Tupperware acquired Dallas-based BeautiControl, followed by the acquisition of the Sara Lee Corporation’s direct selling business in 2000. These advancements brought an increasing product diversity to brand Tupperware. In order to reflect this diversity, Tupperware Corporation changed its name to Tupperware Brands Corporation in 2005.

These acquisitions were in line with the Company’s corporate strategy to add premium consumable items to their product category mix. They also boosted the Company's global portfolio to eight champion brands and changed the Tupperware Brands Corporation into a multi-brand, multi-category, direct sales conglomerate with a worldwide sales force of over 2 million.

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.53.30
UK Pound	1	Rs.82.66
Euro	1	Rs.68.91

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	6
--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	NO
--AFFILIATION	YES/NO	YES
--LISTED	YES/NO	NO
--OTHER MERIT FACTORS	YES/NO	YES
TOTAL		46

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.