MIRA INFORM REPORT

Report Date :

27.06.2013

IDENTIFICATION DETAILS

Name :	KOHINOOR FOODS LIMITED
Registered Office :	201, VIPPS Center, Masjid Moth, Greater Kailash – II, New Delhi – 110048
Country :	India
Financials (as on) :	31.03.2012
Date of Incorporation :	26.07.1989
Com. Reg. No.:	55-037097
Capital Investment / Paid-up Capital :	Rs.281.932 Millions
CIN No.: [Company Identification No.]	L52110DL1989PLC037097
TAN No.: [Tax Deduction & Collection Account No.]	DELS20513D
PAN No.: [Permanent Account No.]	AAACS2470D
Legal Form :	A Public Limited Liability company. The company’s Shares are Listed on the Stock Exchanges.
Line of Business :	Manufacturing and Exporting of Basmati Rice, Spices, Pickles, Papad, Cook-in-Sauces, Curry Pastes, etc.
No. of Employees :	Not Available

RATING & COMMENTS

MIRA’s Rating :

Ba (50)

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

Maximum Credit Limit :	USD 14000000
Status :	Satisfactory
Payment Behaviour :	Usually correct
Litigation :	Clear
Comments :	Subject is a well established company having satisfactory track record. The company has achieved better growth in its sales turnover as well as profits compared to previous year. Financial position is strong and healthy. The rating also take into consideration increase in the contingent liabilities during 2012 and also the risk associated with the rice industry, fluctuations in the raw material prices etc. However, trade relations are fair. Business is active. Payment terms are usually correct. In view of experienced and resourceful promoters and the established brand name of “Kohinoor” 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 – March 31^st, 2013

Country Name	Previous Rating (31.12.2012)	Current Rating (31.03.2013)
India	A1	A1

Risk Category	ECGC Classification
Insignificant	A1
Low	A2
Moderate	B1
High	B2
Very High	C1
Restricted	C2
Off-credit	D

EXTERNAL AGENCY RATING

Rating Agency Name	CARE
Rating	Long term bank facilities – BB+
Rating Explanation	Moderate risk of default.
Date	07.01.2013

Rating Agency Name	CARE
Rating	Short term bank facilities – A4
Rating Explanation	Minimal degree of safety and risk high credit risk.
Date	07.01.2013

RBI DEFAULTERS’ LIST STATUS

Subject’s name is not enlisted as a defaulter in the publicly available RBI Defaulters’ list.

EPF (Employee Provident Fund) DEFAULTERS’ LIST STATUS

Subject’s name is not enlisted as a defaulter in the publicly available EPF (Employee Provident Fund) Defaulters’ list as of 31-03-2012.

LOCATIONS

Registered Office / Corporate Office :	201, VIPPS Center, Masjid Moth, Greater Kailash – II, New Delhi – 110048, India
Tel. No.:	91-11-41635757 (10 Lines)
Fax No.:	91-11-41638586/87
E-Mail :	info@kohinoorfoods.in
Website :	www.kohinoorfoods.in
Factory 1 :	50 – 51 Milestone, G. T. Road Murthal, District Sonepat, Haryana, India
Factory 2 :	71, Libaspur, Bahalgarh, District Sonepat, Haryana, India

DIRECTORS

As on: 31.03.2012

Name :	Mr. Jugal Kishore Arora
Designation :	Chairman – Executive
Name :	Mr. Satnam Arora
Designation :	Joint Managing Director – Executive
Name :	Mr. Gurnam Arora
Designation :	Joint Managing Director – Executive
Name :	Mr. Vijay Burman
Designation :	Non-Executive Director
Name :	Mr. Vijay Prakash Agarwal
Designation :	Non-Executive Director
Name :	Mr. Anil Bhatia
Designation :	Non-Executive Director
Name :	Mr. Sandeep Kohli
Designation :	Non-Executive Director

KEY EXECUTIVES

Name :	Mr. Rama Kant
Designation :	Company Secretary

MAJOR SHAREHOLDERS / SHAREHOLDING PATTERN

As on: 31.03.2013

Category of Shareholders	No. of Shares	Percentage of Holding
(A) Shareholding of Promoter and Promoter Group
(1) Indian
Individuals / Hindu Undivided Family	15039831	53.35
Sub Total	15039831	53.35
(2) Foreign
Total shareholding of Promoter and Promoter Group (A)	15039831	53.35
(B) Public Shareholding
(1) Institutions
Financial Institutions / Banks	172351	0.61
Foreign Institutional Investors	17500	0.06
Sub Total	189851	0.67
(2) Non-Institutions
Bodies Corporate	4293256	15.23
Individuals
Individual shareholders holding nominal share capital up to Rs. 0.100 Million	6002506	21.29
Individual shareholders holding nominal share capital in excess of Rs. 0.100 Million	2023707	7.18
Any Others (Specify)	644073	2.28
Non Resident Indians	243004	0.86
Hindu Undivided Families	374539	1.33
Clearing Members	26530	0.09
Sub Total	12963542	45.98
Total Public shareholding (B)	13153393	46.65
Total (A)+(B)	28193224	100.00
(C) Shares held by Custodians and against which Depository Receipts have been issued	--	--
(1) Promoter and Promoter Group	--	--
(2) Public	--	--
Sub Total	--	--
Total (A)+(B)+(C)	28193224	0.00

BUSINESS DETAILS

Line of Business :	Manufacturing and Exporting of Basmati Rice, Spices, Pickles, Papad, Cook-in-Sauces, Curry Pastes, etc.
Products :	Rice Pulses Foodstuff Spices Frozen Ready to Eat

PRODUCTION STATUS AS ON 31.03.2011

Particulars	Unit	Installed Capacity	Actual Production
Rice	M.T.P.H	60	64063
Ready to Eat	M.T	12000 Pouches/ Bottles/ Trays/ Day	3348.72
Frozen Foods	M.T	20 M.T/Day	235.99

GENERAL INFORMATION

No. of Employees :

Not Available

Bankers :

• Oriental Bank of Commerce
• State Bank of India
• Punjab National Bank
• Allahabad Bank
• Standard Chartered Bank
• Indusland Bank
• HDFC Bank Limited
• ICICI Bank Limited
• IDBI Bank Limited
• Bank of India
• Corporation Bank
• Axis Bank Limited
• DBS Bank Limited
• Kotak Mahindra Bank Limited
• Yes Bank

Facilities :

(Rs. In Millions)

Secured Loan

As on

31.03.2012

As on

31.03.2011

Term Loans from Banks

654.884

743.790

Deferred Payment Liabilities for Capital Goods

45.137

123.896

Long Term maturity of Finance Lease obligations

8.832

12.871

Working Capital Loan from Banks

6308.385

6597.700

Buyers Credit

879.393

400.041

Total

7896.631

7878.298

a) Term loans are repayable in monthly/quarterly installments. Maturity profile of non-current term loans from banks are as set out below:

Term Loan Instalments Repayable within
1-2 Years	417.799	387.001
2-3 Years	380.630	372.039
2-3 Years	98.765	261.846
4-5 Years	--	65.000
	897.194	1085.886

b) Term Loans carry different interest rates ranging from 5% to 16.75% per annum.

c) Term loan from banks (including current maturities) are secured by :-

Secured by Charge on specific fixed assets finance by the Bank	259.612	151.440
Secured by mortgage of property belonging to Promoters and charge on Fixed Assets and second pari pasu charge on Current Assets of the company.	272.109	285.000
Secured by subservient charge on Current Assets	405.162	735.963
Secured by Charge on fixed assets situated at Murthal Factory.	1.644	70.563
Secured by charge on third party property.	325.145	400.000

Banking Relations :	--
Auditors :
Name :	Nath Ahuja and Company Chartered Accountants
Wholly Owned Subsidiaries :	Sachdeva Brothers Private India Limited Kohinoor Foods USA Inc. Indo European Foods Limited, UK
Joint Venture :	Rich Rich Raisers Factory LLC - Dubai
Enterprise over which key managerial personnel exercise significant influence :	Satnam Overseas (Exports) – Partnership Firm of Promoter Directors

CAPITAL STRUCTURE

As on: 31.03.2012

Authorised Capital :

No. of Shares	Type	Value	Amount
75000000	Equity Shares	Rs.10/- each	Rs.750.000 Millions

Issued, Subscribed & Paid-up Capital :

No. of Shares	Type	Value	Amount
28193224	Equity Shares	Rs.10/- each	Rs.281.932 Millions

SHARE CAPITAL

PARTICULARS	As on 31.03.2012
SHARE CAPITAL
AUTHORISED CAPITAL
5,00,00,000 Equity shares of Rs. 10/- each	500.000
ISSUED, SUBSCRIBED AND PAID-UP CAPITAL
2,81,93,224 (Previous year 2,81,93,224) Equity Shares of Rs. 10/- each fully paid-up	281.932
	281.932

The reconciliation of the number of shares outstanding is set out below:

PARTICULARS	As on 31.03.2012 No of Shares
Equity Shares at the beginning of the year	28193224
Equity Shares issued during the year	--
Equity Shares at the end of the year	28193224

Shares held by Shareholders holding more than 5 percent shares in the Company:

	As on 31.03.2012
	No. of Shares	% holding
Jugal Kishore Arora	4425299	15.70%
Satnam Arora	3705345	13.14%
Gurnam Arora	4741990	16.82%

FINANCIAL DATA

[all figures are in Rupees Millions]

ABRIDGED BALANCE SHEET

SOURCES OF FUNDS	31.03.2012	31.03.2011
I. EQUITY AND LIABILITIES
(1)Shareholders' Funds
(a) Share Capital	281.932	281.932
(b) Reserves & Surplus	3278.577	1446.080
(c) Money received against share warrants	0.000	0.000
(2) Share Application money pending allotment	0.000	0.000
Total Shareholders’ Funds (1) + (2)	3560.509	1728.012
(3) Non-Current Liabilities
(a) long-term borrowings	951.163	1222.652
(b) Deferred tax liabilities (Net)	0.000	0.000
(c) Other long term liabilities	0.000	0.000
(d) long-term provisions	13.493	14.770
Total Non-current Liabilities (3)	964.656	1237.422
(4) Current Liabilities
(a) Short term borrowings	7187.778	6997.741
(b) Trade payables	305.793	836.057
(c) Other current liabilities	1147.347	1167.401
(d) Short-term provisions	687.300	302.242
Total Current Liabilities (4)	9328.218	9303.441
TOTAL	13853.383	12268.875
II. ASSETS
(1) Non-current assets
(a) Fixed Assets
(i) Tangible assets	614.539	527.256
(ii) Intangible Assets	0.000	0.000
(iii) Capital work-in-progress	325.440	385.680
(iv) Intangible assets under development	0.000	0.000
(b) Non-current Investments	1007.174	585.088
(c) Deferred tax assets (net)	99.855	118.998
(d) Long-term Loan and Advances	488.763	427.798
(e) Other Non-current assets	0.000	0.000
Total Non-Current Assets	2535.771	2044.820
(2) Current assets
(a) Current investments	0.000	0.000
(b) Inventories	8491.951	7689.500
(c) Trade receivables	1890.812	1915.604
(d) Cash and cash equivalents	122.489	115.732
(e) Short-term loans and advances	803.669	499.455
(f) Other current assets	8.691	3.764
Total Current Assets	11317.612	10224.055
TOTAL	13853.383	12268.875

ABRIDGED BALANCE SHEET

SOURCES OF FUNDS		31.03.2010
SHAREHOLDERS FUNDS
1] Share Capital		281.932
2] Share Warrants		0.000
3] Reserves & Surplus		1810.927
4] (Accumulated Losses)		0.000
NETWORTH		2092.859
LOAN FUNDS
1] Secured Loans		6792.097
2] Unsecured Loans		115.000
3] Foreign Currency Convertible Bonds		302.907
TOTAL BORROWING		7210.004
DEFERRED TAX LIABILITIES		0.000
TOTAL		9302.863
APPLICATION OF FUNDS
FIXED ASSETS [Net Block]		489.057
Capital work-in-progress		152.186
INVESTMENT		585.088
DEFERREX TAX ASSETS		30.485
CURRENT ASSETS, LOANS & ADVANCES
	Inventories	6391.457
	Sundry Debtors	1518.012
	Cash & Bank Balances	157.594
	Other Current Assets	13.551
	Loans & Advances	904.622
Total Current Assets		8985.236
Less : CURRENT LIABILITIES & PROVISIONS
	Sundry Creditors	496.361
	Other Current Liabilities	130.791
	Provisions	331.987
Total Current Liabilities		959.139
Net Current Assets		8026.097
MISCELLANEOUS EXPENSES		19.950
TOTAL		9302.863

PROFIT & LOSS ACCOUNT

	PARTICULARS		31.03.2012	31.03.2011	31.03.2010
	SALES
		Revenue from operation	9611.103	9074.381	7727.984
		Other Income	3397.776	23.911	20.503
		TOTAL (A)	13008.879	9098.292	7748.487
Less	EXPENSES
		Cost of material consumed	5354.020	5426.180
		Purchase of stock-in-trade	2460.314	873.362
		Changes of inventories of traded goods	(426.553)	186.155
		Employee benefit expenses	198.956	175.899
		Other expenses	1822.152	1317.442
		Extra Ordinary Item	361.983	540.545
		TOTAL (B)	9770.872	8519.583	6881.753
Less	PROFIT BEFORE INTEREST, TAX, DEPRECIATION AND AMORTISATION (A-B) (C)		3238.007	578.709	866.734
Less	FINANCIAL EXPENSES (D)		903.561	822.123	657.469
	PROFIT / (LOSS) BEFORE TAX, DEPRECIATION AND AMORTISATION (C-D) (E)		2334.446	(243.414)	209.265
Less/ Add	DEPRECIATION/ AMORTISATION (F)		97.807	79.924	102.116
	PROFIT / (LOSS) BEFORE TAX (E-F) (G)		2236.639	(323.338)	107.149
Less	TAX (H)		404.142	(88.511)	24.909
	PROFIT / (LOSS) AFTER TAX (G-H) (I)		1832.497	(234.827)	82.240
Add	PREVIOUS YEARS’ BALANCE BROUGHT FORWARD		(152.587)	82.240	0.000
	BALANCE CARRIED TO THE B/S		1679.910	(152.587)	82.240
	EARNINGS IN FOREIGN CURRENCY
		FOB value of Direct Export of goods	5188.787	3842.319	4184.082
	TOTAL EARNINGS		5188.787	3842.319	4184.082
	IMPORTS
		Raw Materials	16.832	9.119	6.900
		Finished Products	848.549	781.965	433.600
		Capital Goods	6.719	176.094	106.007
		Packaging material	16.398	19.133	33.300
	TOTAL IMPORTS		888.498	986.311	579.807
	Earnings Per Share (Rs.)		65.00	(8.33)	2.92

QUARTERLY RESULTS

PARTICULARS	30.06.2012 1^st Quarter	30.09.2012 2^nd Quarter	31.12.2012 3^rd Quarter	31.03.2013 4^th Quarter
Audited / Unaudited	Unaudited	Unaudited	Unaudited	Unaudited
Net Sales	2472.600	2488.700	2918.300	2998.500
Total Expenditure	2155.500	2195.900	2654.300	2726.400
PBIDT (Excl OI)	317.100	292.800	264.000	272.100
Other Income	2.900	9.400	3.200	3.000
Operating Profit	320.000	302.200	267.200	275.100
Interest	258.100	222.300	214.400	216.500
Exceptional Items	0.000	0.000	0.000	0.000
PBDT	61.900	79.900	52.800	58.600
Depreciation	22.500	22.500	22.500	25.700
Profit Before Tax	39.400	57.400	30.300	32.900
Tax	8.300	12.000	6.400	35.900
Provisions and contingencies	0.000	0.000	0.000	0.000
Profit After Tax	31.100	45.400	23.900	(3.000)
Extraordinary Items	0.000	0.000	0.000	0.000
Prior Period Expenses	0.000	0.000	0.000	0.000
Other Adjustments	0.000	0.000	0.000	0.000
Net Profit	31.100	45.400	23.900	(3.000)

KEY RATIOS

PARTICULARS		31.03.2012	31.03.2011	31.03.2010
PAT / Total Income	(%)	14.09	(2.58)	1.06
Net Profit Margin (PBT/Sales)	(%)	23.27	(3.56)	1.39
Return on Total Assets (PBT/Total Assets}	(%)	18.01	(2.89)	1.13
Return on Investment (ROI) (PBT/Networth)		0.62	(0.19)	0.05
Debt Equity Ratio (Total Debt/Networth)		2.29	4.76	3.45
Current Ratio (Current Asset/Current Liability)		1.21	1.10	9.36

LOCAL AGENCY FURTHER INFORMATION

Sr. No.	Check List by Info Agents	Available in Report (Yes / No)
1]	Year of Establishment	Yes
2]	Locality of the firm	Yes
3]	Constitutions of the firm	Yes
4]	Premises details	No
5]	Type of Business	Yes
6]	Line of Business	Yes
7]	Promoter's background	Yes
8]	No. of employees	No
9]	Name of person contacted	No
10]	Designation of contact person	No
11]	Turnover of firm for last three years	Yes
12]	Profitability for last three years	Yes
13]	Reasons for variation <> 20%	--
14]	Estimation for coming financial year	No
15]	Capital in the business	Yes
16]	Details of sister concerns	No
17]	Major suppliers	No
18]	Major customers	No
19]	Payments terms	No
20]	Export / Import details (if applicable)	No
21]	Market information	--
22]	Litigations that the firm / promoter involved in	--
23]	Banking Details	Yes
24]	Banking facility details	Yes
25]	Conduct of the banking account	--
26]	Buyer visit details	--
27]	Financials, if provided	Yes
28]	Incorporation details, if applicable	Yes
29]	Last accounts filed at ROC	Yes
30]	Major Shareholders, if available	Yes
31]	Date of Birth of Proprietor/Partner/Director, if available	No
32]	PAN of Proprietor/Partner/Director, if available	No
33]	Voter ID No of Proprietor/Partner/Director, if available	No
34]	External Agency Rating, if available	Yes

UNSECURED LOAN

(Rs. In Millions)

Particulars	As on 31.03.2012	As on 31.03.2011
Term Loans from Banks	242.310	342.095
Total	242.310	342.095

DIRECTORS' REPORT AND MANAGEMENT DISCUSSION AND ANALYSIS

FINANCIAL OVERVIEW

The year has been quite promising and challenging for the Company, with an Overall Turnover growth of 5.92% and the Export Sales grew by 42.60% vis-a-vis last year's performance.

OPERATIONS

During the year, the company has shown positive growth in the Export market as the Export Sales grew by 42.60% amounting to Rs. 5,618 million against Rs. 3,939 millions in previous year while the Domestic Sales came down by 22.28% amounting to Rs. 3,982 millions as against Rs. 5,123 millions in the previous year.

The contribution made by the Rice to the Company's business was Rs. 8,092 millions as against Rs.7,458 millions in the previous year, while the Food Business contributed only Rs. 368 millions as against Rs. 412 millions in the previous year.

U.K Operations

The year 2011-2012 saw a pinnacle in Kohinoor's UK performance through its wholly owned subsidiary, Indo European Foods Limited, based in London with its core brands ''Kohinoor'' and ''Trophy'' becoming #1 and #3 fastest growing branded dry basmati rice in the UK market* respectively. Kohinoor and Trophy constituted 33% of all branded basmati rice sold through the UK Grocery market ethnic aisles. Theri branded basmati rice is now available in key UK top grocery multiples like Tesco, Sainsbury's, ASDA, Wholesale and Cash and Carry like Booker, Costco, TRS, Wani's, Discounters like TJ Morris, Lidl, more than 3000 Independent Ethnic Stores nationwide and with talks in place with other retailers which will see further growth of Indo European Foods Limited. The subsidiary owns a rice processing facility at the port city of Felixstowe. The subsidiary also caters to the neighbouring European countries. Continuing its past tradition of shaking and growing the UK Basmati rice market, this subsidiary company has achieved new heights and is now playing a very active role in taking Kohinoor Foods to a new global height. In times to come, this position is only going to get better with various Product Innovations being planned and further distribution gains to be made. (*Source: Kantar Worldpanel 52 w/e 13 May 2012 value share in major grocery multiples.)

USA Operations

Company has its wholly owned subsidiary based in New Jersey, Kohinoor Foods USA, Inc. that caters to the US and the Canada market. Through this subsidiary the Company has demonstrated its presence in both the Ethnic and the Mainstream segment of the business. Ethnic food in United States has traditionally meant Mexican and Chinese. The Indian foods and related food products are now being the hottest trend today. The modern day life and the rigors that tag along, leave most people with very little time for themselves. A need of healthy vegetarian food and growing awareness of the relationship between diet and health has driven consumer to look at food that has made the Indian convenience food most popular in USA markets. The trend has been steadily evolving over the past decade.

Kohinoor foods, added more members to the family keeping in mind the fast changing consumer trends of Gluten Free, 100% Vegetarian, Low sodium, Kosher and Halal Foods – from Ready to Eat Indian Curries- specially cooked in Olive Oil, the Cook-in Sauces, Cooking Paste to Spices, Seasoning and Frozen food. Today, the entire range of Kohinoor Foods depicts the authentic Indian taste, essence and aroma.

Another trend is towards the Frozen Foods which are strongly associated with perceptions of healthfulness, fresh foods and are in high demand. The ultimate combination of convenience and taste is what the Frozen Food range from Kohinoor Foods is all about.

Last year has shown a modest improvement of Kohinoor share in Rice markets, they are in a process of consolidating their current basic distribution structure, few- non productive warehouses are being closed down to achieve an overall profitability goals. The current branch structures will be replaced with a new set of distribution centres to offer Kohinoor range to the retailers.

The areas of new distribution planned in the next financial year are -Chicago, Minnesota, Detroit, Ohio, Colorado, Utah, Washington, Portland, Los Angles, San Diego, Florida, North and South California.

Another market opportunity lies in the Private label business in US market and they have started acquiring major retailers as clients such as Target, Trader Joes, Cost Plus, Kroger, Roland Rice and Himalayas Rice.

They cater to over 3,000 ethnic stores across the US markets besides Kohinoor brand is widely available in the main stream supermarkets as well. Their success can be measured by the fact they are available in coveted retail chains like Target, Kroger, Walmart, Wegmans, Big Lots and many more and also in Canadian supermarkets such as Metro, Loblaw's, Wal-mart in Canada. Kohinoor is now supplying specially designed Rice and Curry packs

from its India on platter vertical to Costco, one of the biggest Cash and Carry stores in US. Also in collaboration with Big Lots discount store- delivering an ambient range of specially designed 'India on Platter' products.

They have added a new range of lentils to the existing range in Kohinoor brand; the category will help then to improve Kohinoor brand presence, also they plans to add few more products range in the current line up next year.

Dubai Operations

Rich Rice Raisers Factory LLC (RRR) was established as a joint venture Company in the financial year 2001 in Dubai to augment its marketing strengths in the middle-east region. RRR has a small rice processing facility in Dubai besides a full-fledged marketing office. RRR presently supplies Kohinoor range of basmati rice and other food products in mainstream stores like Lulu, Geant, Hyper Panda, KM Trading, Al Maya and Choithram Supermarkets. Kohinoor launched frozen paneer in UAE and the response so far has been quite overwhelming, besides Kohinoor Foods also caters to the Iranian market from its Dubai base.

Contingent Liabilities

Contingent Liabilities	As on 31.03.2012	As on 31.03.2011
a) Claims against the company, not acknowledged as debt
Income Tax	957.692	--
Sales Tax - Delhi	12.200	12.200
Excise and Taxation Dept., Punjab	45.041	--
Excise Duty	4.291	4.291
Service Tax	25.925	--
HRDF demand of Market Committee	3.969	3.969
Liability on account of Derivatives Transactions	274.900	--
MTM loss on Derivatives Transactions	392.200	--
TDS/TCS	0.157	0.474
b) Corporate Guarantee given by the Company	951.204	833.430
c) Surety Bonds issued to Govt. Agencies under EPCG scheme	183.840	179.959

Nature of contingent liabilities and other particulars are as given below:-

1. The company has received the Income Tax Assessment Order in respect of Assessment years 2002-03 to 2008-09 in which additional income tax of Rs. 640.400 millions alongwith interest Rs.317.300 millions has been demanded. Company has preferred an appeal before the Income Tax Appelatte Tribunal, New Delhi against the impugned order. As per the advice received from legal experts and on the basis of merit of the case, there is a high probability that the impugned order will be set aside and the demand will be deleted. Accordingly, management is of the view that no provision in respect of the above demand is required to be made in the books of accounts.

2. An appeal before the Sales Tax Commissioner - Appeals, New Delhi is lying pending in respect of Sales Tax demand on sale of REP Licences made in earlier years.

3. The company has received the Order from Excise and Taxation Dept., Punjab in respect of Year 2009-10 and 2010-11 demanding a sum of Rs. 45.000 millions towards the cess imposed by the State Govt. on exports. The company has preferred an appeal before the Dy. Excise and Taxation Commissioner-Appeal challenging the valididty of imposition of cess on export as the same is not permissible under article 286 of the Consitution of India.

4. An appeal before before the Customs, Excise and Service Tax Appellate Tribunal, New Delhi is lying pending against the order of Commisioner of Central Excise (Appeals), Delhi -III in respect of additional excise duly demanded by the Excise department in connection of dispute over classification of goods - food product produced at Bahalgarh Factory- as per the Central Tarrif Act. As the matter is still pending before the Tribunal, no provision in the books of accounts have been made

5. The company has received an order from the office of Service Tax Commissioner ate, New Delhi demanding the service tax and penalty Rs. 25.900 millions in respect of certain services provided in earlier years. The company is in the process of filing the appeal before the Appellate Tribunal against the impunged order. As per the advice received from the legal experts and on the basis of merit of the case, management is of the view that no provision in respect of the above demand is required to be made in the books of accounts.

6. The assessing authority of notified Market Area committee under APMC Act has imposed a penalty of Rs. 5.292 millions during the year. The company has deposited Rs. 1.323 millions under protest and has filed SLP against this order in the Supreme Court.

7. The company has filed a suit for declaration, recovery and mandatory injunction against the Reserve Bank of India and Punjab National Bank before the Hon’ble High Court, New Delhi for Rs. 274.900 millions towards mark to market losses arising under the said transactions.

8. The company has filed a suit for declaration and mandatory injunction against the Reserve Bank of India and HDFC Bank before the Hon’ble High Court, New Delhi for Rs. 392.200 millions towards mark to market losses arising under the said transactions, a petition has also been filed by the HDFC Bank Limited. With DRT against the company and the DRT directed the company to pay to the applicant a sum of INR 7.284 millions, out of the said transaction. Against the a for said order the company has filed an appeal with the DRAT.

Corporate guarantees are given by the company for subsidiaries as follows:-

Name of Beneficiary	Guarantee issued to	Amount
Indo European Foods Limited	Punjab National Bank, U.K	490.795
Kohinoor Foods USA INC	Punjab National Bank, Hong Kong	460.409

Fixed Assets:

· Land

· Factory building

· Office building

· Plant and Machinery

· Office Equipment

· Vehicles

· Vehicles – solar

· Wooden, plastic creates and tarpaulins

· Computers

· Other Machinery

· Furniture and Fixture

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 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 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. 59.85
UK Pound	1	Rs. 92.31
Euro	1	Rs. 78.22

INFORMATION DETAILS

Report Prepared by :

DPH

SCORE & RATING EXPLANATIONS

SCORE FACTORS	RANGE	POINTS
HISTORY	1~10	6
PAID-UP CAPITAL	1~10	6
OPERATING SCALE	1~10	6
FINANCIAL CONDITION
--BUSINESS SCALE	1~10	5
--PROFITABILIRY	1~10	5
--LIQUIDITY	1~10	5
--LEVERAGE	1~10	5
--RESERVES	1~10	6
--CREDIT LINES	1~10	6
--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	NO
--AFFILIATION	YES/NO	YES
--LISTED	YES/NO	YES
--OTHER MERIT FACTORS	YES/NO	NO
DEFAULTER
--RBI	YES/NO	NO
--EPF	YES/NO	NO
TOTAL		50

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.