MIRA INFORM REPORT

Report Date :

06.03.2013

IDENTIFICATION DETAILS

Name :	LANDMARK LIMITED (PART IX)
Registered Office :	Trent House, G Block, Plot No.C-60, Beside Citi Bank, Bandra Kurla Complex, Bandra (East), Mumbai-400051, Maharashtra
Country :	India
Financials (as on) :	31.03.2012
Date of Incorporation :	31.03.2006
Com. Reg. No.:	11-160918
Capital Investment / Paid-up Capital :	Rs.73.147 Millions
CIN No.: [Company Identification No.]	U70109MH2006PLC160918
Legal Form :	A Closely Held Public Limited Liability Company
Line of Business :	Manufacturer of Books, Audio Compact Disc and Stationery.
No. of Employees :	450 [Approximately]

RATING & COMMENTS

MIRA’s Rating :

B (32)

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

Maximum Credit Limit :	USD 1700000
Status :	Moderate
Payment Behaviour :	Slow
Litigation :	Clear
Comments :	Subject is an established company having moderate track record. The company has incurred a loss during current year. However, trade relations are reported as fair. Business is active. Payments are reported to be slow. The company can be considered for business dealings with some caution.

NOTES :

Any query related to this report can be made on e-mail : infodept@mirainform.com while quoting report number, name and date.

ECGC Country Risk Classification List – June 30, 2012

Country Name	Previous Rating (31.03.2012)	Current Rating (30.06.2012)
India	A1	A1

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

INDIAN ECONOMIC OVERVIEW

India is developing into an open-market economy, yet traces of its past autarkic policies remain. Economic liberalization, including industrial deregulation, privatization of state-owned enterprises, and reduced controls on foreign trade and investment, began in the early 1990s and has served to accelerate the country's growth, which has averaged more than 7% per year since 1997. India's diverse economy encompasses traditional village farming, modern agriculture, handicrafts, a wide range of modern industries, and a multitude of services. Slightly more than half of the work force is in agriculture, but services are the major source of economic growth, accounting for more than half of India's output, with only one-third of its labor force. India has capitalized on its large educated English-speaking population to become a major exporter of information technology services and software workers. In 2010, the Indian economy rebounded robustly from the global financial crisis - in large part because of strong domestic demand - and growth exceeded 8% year-on-year in real terms. However, India's economic growth in 2011 slowed because of persistently high inflation and interest rates and little progress on economic reforms. High international crude prices have exacerbated the government's fuel subsidy expenditures contributing to a higher fiscal deficit, and a worsening current account deficit. Little economic reform took place in 2011 largely due to corruption scandals that have slowed legislative work. India's medium-term growth outlook is positive due to a young population and corresponding low dependency ratio, healthy savings and investment rates, and increasing integration into the global economy. India has many long-term challenges that it has not yet fully addressed, including widespread poverty, inadequate physical and social infrastructure, limited non-agricultural employment opportunities, scarce access to quality basic and higher education, and accommodating rural-to-urban migration.

Source : CIA

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 :	Trent House, G Block, Plot No.C-60, Beside Citi Bank, Bandra Kurla Complex, Bandra (East), Mumbai-400051, Maharashtra, India
Tel. No.:	91-22-26396010/67009026
Fax No.:	91-22-22070216/67008100
E-Mail :	pameela.paruchuri@trent-tata.com manish.parikh@trent-tata.com
Website :	http://www.landmarkonthenet.com
Store :	S-37, Second Floor, Phoenix Market City Viman Nagar Road, Viman Nagar, Pune, Maharashtra, India
Tel No.:	91-20-65340011
Branch Offices :	Locate At: · Chennai · Gurgaon · Lucknow · Bangalore · Mumbai · Vadodara · Pune · Hyderabad · Ahmedabad

DIRECTORS

AS ON 10.08.2012

Name :	Noel Naval Tata
Designation :	Director
Address :	Windmere 55, Cuffe Parade, Colaba, Mumbai – 400005, Maharashtra, India
Date of Birth/Age :	12.11.1956
Date of Appointment :	31.03.2006
Din No.:	00024713
Name :	Shreeharsha Vasant Phene
Designation :	Director
Address :	901/902, Vaastu, 26, R.G. Thadani Marg, Worli Sea Face, Mumbai – 400030, Maharashtra, India.
Date of Birth/Age :	08.05.1955
Date of Appointment :	31.03.2006
Din No.:	00103297
Name :	Mr. Pradeep Kumar Anand
Designation :	Director
Address :	303/304, Gulshan, 14^th A, Road, Khar (West), Mumbai – 400052, Maharashtra, India.
Date of Birth/Age :	03.05.1953
Date of Appointment :	31.03.2006
Din No.:	00108891
Name :	Aspy Dady Cooper
Designation :	Director
Address :	Quest End -47, Cuffe Parade Colaba, Mumbai – 400005, Maharashtra, India.
Date of Birth/Age :	23.08.1940
Date of Appointment :	31.03.2006
Din No.:	00026134
Name :	Palaniswamy Venkatesalu
Designation :	Director
Address :	Tata Colony, Falcon Crest, Flat # 102, G.D. Ambedkar Marg, Parel Tank Road, Parel, Mumbai-400017, Maharashtra, India
Date of Birth/Age :	27.02.1977
Date of Appointment :	25.06.2008
Din No.:	02190892
Name :	Mr. Gopal Srinivasan
Designation :	Director
Address :	Old No. 2, New No. 3, West Side House, Adyar Club Gate Road, Chennai-600028, Tamilnadu, India
Date of Birth/Age :	04.08.1958
Date of Appointment :	04.11.2009
Din No.:	00177699
Name :	Mr. Philip Noel Auld
Designation :	Director
Address :	Trent House, G-Block, Plot No.C-60, Beside Citi Bank, Bandra Kurla Complex, Bandra (East), Mumbai-400051, Maharashtra, India
Date of Birth/Age :	02.09.1956
Date of Appointment :	19.10.2011
Din No.:	03543080

KEY EXECUTIVES

Name :	Mr. Ashutosh Pandey
Designation :	Manager
Address :	Fortune, Flat No. 3D, 3^rd Floor, No. 15, Harrington Road, Chetpet, Chennai-600031, Tamilnadu, India
Date of Birth/Age :	09.10.1971
Date of Appointment :	14.07.2011
Pan No.:	AGXPP7134K
Name :	Mr. Manish Parikh
Designation :	Company Secretary
Address :	B-103, Building No. 5, N.G. Park, Rawalpada, Dahisar (East), Mumbai-400068, Maharashtra, India
Date of Birth/Age :	29.07.1976
Date of Appointment :	14.07.2011
Pan No.:	AMQPP5959H

MAJOR SHAREHOLDERS / SHAREHOLDING PATTERN

AS ON 10.08.2012

Names of Shareholders	No. of Shares
Trent Limited, India	4192344
Hemaiatha Ramaiah	100
Trent Brands Limited, India	264028
TVS Shriram Growth Funk I, India	1825074
Flora Services Limited, India	2500
Flora Link Rod Properties Limited, India	2500
Flora Link Rod Properties Limited, India	1023079
Flora Services Limited, India	11
Flora Link Rod Properties Limited, India	13
Flora Services Limited, India Jointly with Noel Naval Tata	1
Flora Services Limited, India Jointly with Palaniswamy Venkatesalu	1
Trent Limited, India	5026
TOTAL	7314677

AS ON 10.08.2012

Equity Shares Break Up	Percentage of Holding
Bodies corporate	100.00
TOTAL	100.00

BUSINESS DETAILS

Line of Business :

Manufacturer of Books, Audio Compact Disc and Stationery.

GENERAL INFORMATION

No. of Employees :

450 [Approximately]

Bankers :

· HDFC Bank Limited, HDFC Bank House Senapati Bapat Marg, Lower Parel West, Mumbai-400013, Maharashtra, India

Facilities :

Secured Loan	Rs. In Millions 31.03.2012	Rs. In Millions 31.03.2011
Term Loans from Banks	134.089	18.520
Loans repayable on demand	132.468	177.920
TOTAL	266.557	196.440

Banking Relations :	--
Auditors :
Name :	Deloitte Haskins and Sells Chartered Accountants
Address :	52, Venkatnarayana Road, T. Nagar, Chennai-600017, Tamilnadu, India
Tel. No.:	91-44-66885000
Fax No.:	91-44-66885050
PAN No.:	AACFD3771D
Holding Company :	Trent Limited CIN No.:- L24240MH1952PLC008951
Subsidiaries :	Landmark Etail Private Limited CIN No.:- U72900TN2001PTC046790 Trent Retail Services Limited CIN No.:- U74140TN1992PLC022838
Fellow Subsidiaries :	Trent Brands Limited CIN No.:- U74899DL1995PLC073520 Westland Limited CIN No.:- U22190TN2007PLC064265 Trent Hypermarket Limited CIN No.:- U51900MH2008PLC184184

CAPITAL STRUCTURE

AS ON 31.03.2012

Authorised Capital :

No. of Shares	Type	Value	Amount
8700000	Equity Shares	Rs.10/- each	Rs. 87.000 Millions
1630000	Preference Shares	Rs.100/- each	Rs. 163.000 Millions
	TOTAL		Rs. 250.000 Millions

Issued, Subscribed & Paid-up Capital :

No. of Shares	Type	Value	Amount
7314677	Equity Shares	Rs.10/- each	Rs. 73.147 Millions

FINANCIAL DATA

[all figures are in Rupees Millions]

ABRIDGED BALANCE SHEET

SOURCES OF FUNDS		31.03.2012	31.03.2011	31.03.2010
SHAREHOLDERS FUNDS
1] Share Capital		73.147	73.147	73.147
2] Share Application Money		0.000	0.000	0.000
3] Reserves & Surplus		376.701	689.409	712.290
4] (Accumulated Losses)		0.000	0.000	(31.446)
NETWORTH		449.848	762.556	753.991
LOAN FUNDS
1] Secured Loans		266.557	196.440	61.775
2] Unsecured Loans		31.318	5.717	1.834
TOTAL BORROWING		297.875	202.157	63.609
DEFERRED TAX LIABILITIES		0.000	0.000	0.000
TOTAL		747.723	964.713	817.600
APPLICATION OF FUNDS
FIXED ASSETS [Net Block]		487.669	440.300	398.510
Capital work-in-progress		6.295	2.028	30.798
INVESTMENT		0.020	0.120	70.119
DEFERREX TAX ASSETS		0.000	0.000	0.000
CURRENT ASSETS, LOANS & ADVANCES
	Inventories	668.221	835.512	685.356
	Sundry Debtors	31.347	20.315	18.820
	Cash & Bank Balances	27.894	20.010	19.062
	Other Current Assets	70.588	206.023	0.000
	Loans & Advances	279.312	246.608	271.297
Total Current Assets		1077.362	1328.468	994.535
Less : CURRENT LIABILITIES & PROVISIONS
	Sundry Creditors	683.700	673.571	510.652
	Other Current Liabilities	139.923	132.632	164.876
	Provisions	0.000	0.000	0.834
Total Current Liabilities		823.623	806.203	676.362
Net Current Assets		253.739	522.265	318.173
MISCELLANEOUS EXPENSES		0.000	0.000	0.000
TOTAL		747.723	964.713	817.600

PROFIT & LOSS ACCOUNT

	PARTICULARS		31.03.2012	31.03.2011	31.03.2010
	SALES
		Income	2231.293	2498.756	2269.838
		Other Income	1.829	1.475	15.042
		TOTAL (A)	2233.122	2500.231	2284.880
Less	EXPENSES
		Purchases of stock-in-trade	1448.330	1892.149	2228.901
		Employee benefit expense	231.544	200.350
		Other expenses	725.093	678.181
		Changes in inventories of finished goods, work-in-progress and stock-in-trade	167.291	(150.155)
		Exceptional items before tax	(110.984)	(196.581)
		TOTAL (B)	2461.274	2423.944	2228.901
Less	PROFIT / (LOSS) BEFORE INTEREST, TAX, DEPRECIATION AND AMORTISATION (A-B) (C)		(228.152)	76.287	55.979
Less	FINANCIAL EXPENSES (D)		15.841	7.999	27.441
	PROFIT / (LOSS) BEFORE TAX, DEPRECIATION AND AMORTISATION (C-D) (E)		(243.993)	68.288	28.538
Less/ Add	DEPRECIATION/ AMORTISATION (F)		68.715	57.592	44.597
	PROFIT / (LOSS) BEFORE TAX (E-F) (G)		(312.708)	10.696	(16.059)
Less	TAX (H)		0.000	2.131	0.700
	PROFIT / (LOSS) AFTER TAX (G-H) (I)		(312.708)	8.565	(16.759)
Add	PREVIOUS YEARS’ BALANCE BROUGHT FORWARD		NA	NA	(14.687)
	BALANCE CARRIED TO THE B/S		NA	NA	(31.446)
	EARNINGS IN FOREIGN CURRENCY
		Export Earnings	50.714	73.906	72.451
	TOTAL EARNINGS		50.714	73.906	72.451
	IMPORTS
		Traded Goods	16.865	27.458	11.376
		Stores & Spares	0.000	6.977	20.347
	TOTAL IMPORTS		16.865	34.435	31.723
	Earnings Per Share (Rs.)		(42.75)	1.17	(2.63)

KEY RATIOS

PARTICULARS		31.03.2012	31.03.2011	31.03.2010
PAT / Total Income	(%)	(14.00)	0.34	(0.73)
Net Profit Margin (PBT/Sales)	(%)	(14.01)	0.43	(0.71)
Return on Total Assets (PBT/Total Assets}	(%)	(19.98)	0.60	(1.15)
Return on Investment (ROI) (PBT/Networth)		0.70	0.01	(0.02)
Debt Equity Ratio (Total Debt /Networth)		0.66	0.27	0.08
Current Ratio (Current Asset/Current Liability)		1.31	1.65	1.47

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	Yes
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	Yes
17]	Major suppliers	No
18]	Major customers	No
19]	Payments terms	No
20]	Export / Import details (if applicable)	Yes
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	Yes
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	No

Unsecured Loan	Rs. In Millions 31.03.2012	Rs. In Millions 31.03.2011
Other Loans and Advances	31.318	5.717
TOTAL	31.318	5.717

FINANCIAL RESULTS

The Company is engaged in the retail trade of books, music, toys, gaming, etc. In FY11-12 significant restructuring measures were initiated across the Landmark business with the following primary objectives:

· Refreshing the relevance of the format to the target audience in terms of the core customer proposition, especially given the evolving market landscape for retailers in this space.

· Building a sustainable platform to leverage the brand strength of the Landmark banner to facilitate growth and scale over the medium term.

The principle restructuring and refurbishment measures initiated during the period under review includes Focus of new growth categories, Redesign of the store look and feel, New ERP system, Re-launch of the internet platform and Re-alignment of the supply chain.

The Company recorded total income of Rs.2233.122 Millions (Rs. 2500.231 Millions in FY10-11) during the period, whereas the profit before tax was negative at Rs.312.708 Millions (profit of Rs.10.696 Millions in FY10-11). The Landmark's results for the year ending March 2012 need to be viewed in the context of the restructuring initiatives mentioned above - as each of these efforts involve significant disruption of operations (for instance during store re-design/refurbishment, transition of the IT system, migration to a new distribution approach).

The following is brief discussion of the other principle factors contributing to the reported performance:

· Decline of especially the music category and certain sub-categories of books like computers and programming, cooking, maps and coffee table books. In the music category digital downloads have for the most part become the norm, including through mobile phone platforms;

· A key store (at Palladium mall in Mumbai) has been temporarily shut down from August 2011 - given certain structural issues relating to the building which the landlord has contractually committed to redress;

· Under performance of select mature stores vis-à-vis expectations; the key contributing factors include a competing mall location in the relevant Chennai micro-market and timely merchandize availability issues at the store level including on account of the IT system transition related disruptions;

· Under performance of select recent newly opened stores, as these stores take longer to reach breakeven sales volumes; key contributing factors include slow ramp-up of immediate mall occupancy, operational mall maintenance and timely merchandize availability issues;

· Costs incurred on closure of the marginal hotel and IT park stores (5 stores) coupled with closure of one underperforming store in Bangalore;

· On the other hand encouraging off-take of certain new categories of focus like gaming, toys, sports merchandise and select tech-accessories; also, the monetization of a freehold property significantly buffered reported performance.

FIXED ASSETS

· Goodwill

· Freehold Land

· Buildings

· Leasehold Improvements

· Furniture And Fixtures

· Plant And Machinery

· Computers

· Office Equipment

· Vehicles

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. 54.65
UK Pound	1	Rs. 82.65
Euro	1	Rs. 71.20

INFORMATION DETAILS

Report Prepared by :

DPT

SCORE & RATING EXPLANATIONS

SCORE FACTORS	RANGE	POINTS
HISTORY	1~10	3
PAID-UP CAPITAL	1~10	3
OPERATING SCALE	1~10	3
FINANCIAL CONDITION
--BUSINESS SCALE	1~10	4
--PROFITABILIRY	1~10	3
--LIQUIDITY	1~10	4
--LEVERAGE	1~10	4
--RESERVES	1~10	5
--CREDIT LINES	1~10	3
--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
DEFAULTER
--RBI	YES/NO	NO
--EPF	YES/NO	NO
TOTAL		32

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.