5MIRA INFORM REPORT

Report Date :

16.03.2013

IDENTIFICATION DETAILS

Name :	SPENCER’S RETAIL LIMITED
Formerly Known As :	GREAT WHOLESALE CLUB LIMITED
Registered Office :	31, Netaji Subhas Road, 1^st Floor, Duncan House, Kolkata - 700001, West Bengal
Country :	India
Financials (as on) :	31.03.2012
Date of Incorporation :	22.11.2000
Com. Reg. No.:	55-154278
Capital Investment / Paid-up Capital :	Rs. 260.141 Millions
CIN No.: [Company Identification No.]	U51229TN2000PLC154278
TAN No.: [Tax Deduction & Collection Account No.]	CHEG02391E
PAN No.: [Permanent Account No.]	AABCG3443R
Legal Form :	A Closely Held Public Limited Liability Company
Line of Business :	The company is engaged in the retelling of goods and caters to domestic market only.
No. of Employees :	Not Available

RATING & COMMENTS

MIRA’s Rating :

Ca (14)

RATING		STATUS	PROPOSED CREDIT LINE
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

Status :	Moderate
Payment Behaviour :	Slow
Litigation :	Clear
Comments :	Subject is an established company having moderate track record. There appears huge accumulated losses recorded by the company which seems to be increasing over years. However, business is active. Payments are reported to be slow. The company can be considered on a safe and secured 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 – 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 :	31, Netaji Subhas Road, 1^st Floor, Duncan House, Kolkata - 700001, West Bengal, India
Tel. No.:	91-33-22318761 / 91-33-66257863
Mobile No.:	91-9831111609 (Malini Chakraborty)
Fax No.:	Not available
E-Mail :	manmohan@spencersretail.com manmohan@rpgretail.in manmohan.kothari@rp-sg.in customercare.spencers@rp-sg.in malini.chakraborty@rp-sg.in
Website :	http://www.rpggroup.com http://www.spencersretail.com

DIRECTORS

As on 28.07.2011

Name :

Mr. Rajendra Jha

Designation :

Additional Director

Address :

P-6, Dobson Lane, Howrah-711101, West Bengal, India

Date of Birth/Age :

13.05.1950

Date of Appointment :

26.12.2007

DIN No.:

00055489

Other Directorship

S.No.	CIN/LLPIN	Name of the Company/ LLP	Current designation of the Director/ Designated Partner	Date of appointment at current designation	Original date of appointment	Date of cessation	Company/ LLP Status	Defaulting status
1	L25209WB1983PLC036991	NORPLEX OAK INDIA LIMITED	Director	27-09-95	27-09-95	30-04-08	Active	NO
2	L31901WB1985PLC039419	MAPLE CIRCUITS LIMITED	Director	29-03-96	29-03-96	30-04-08	Active	NO
3	U45202MH1987PTC043872	HIGHWAY APARTMENTS PRIVATE LIMITED	Director	02-08-99	02-08-99	-	Active	NO
4	U70100MH1987PTC043920	BEST APARTMENTS PRIVATE LIMITED	Director	02-08-99	02-08-99	-	Active	NO
5	U70100PN1987PTC140868	AMBER APARTMENTS PRIVATE LIMITED	Director	02-08-99	02-08-99	28-03-11	Active	NO
6	U70100MH1987PTC043864	ALLWIN APARTMENTS PRIVATE LIMITED	Director	02-08-99	02-08-99	30-11-10	Converted to LLP and dissolved	NO
7	U40102WB1995PLC075937	JHARKHAND ELECTRIC COMPANY LIMITED	Director	16-10-00	16-10-00	16-03-09	Active	NO
8	U65993MH2000PTC219686	RPG CELLULAR INVESTMENTS AND HOLDINGS PRIVATE LIMITED	Director	14-12-00	14-12-00	03-12-08	Amalgamated	NO
9	U29211PN1997PLC142436	RPG FARMS LIMITED	Director	19-12-00	19-12-00	30-08-12	Active	NO
10	U65922WB1992PTC055828	KUTUB PROPERTIES PRIVATE LIMITED	Director	19-12-00	19-12-00	-	Active	NO
11	U92413WB1997PLC086183	RPG RESORTS LIMITED	Director	19-12-00	19-12-00	-	Active	NO
12	U70101MH1997PLC219476	RPG LANDSCAPES LIMITED	Director	19-12-00	19-12-00	01-12-10	Converted to LLP	NO
13	U40102WB1996PLC079258	INTEGRATED COAL MINING LIMITED	Director	06-03-02	06-03-02	-	Active	NO
14	U63040TN2001PLC047809	SPENCER'S TRAVEL SERVICES LIMITED	Director	01-10-03	01-10-03	-	Active	NO
15	U70101WB2004PLC099945	CRESCENT POWER LIMITED	Director	09-02-05	09-02-05	-	Active	NO
16	U70101WB2006PLC108175	CESC PROPERTIES LIMITED	Director	17-08-07	03-02-07	-	Active	NO
17	U67120WB1984PLC038346	HILLTOP HOLDINGS INDIA LIMITED	Director	28-09-07	23-02-07	-	Amalgamated	NO
18	U74899WB1995PLC121756	JUBILEE INVESTMENTS AND INDUSTRIES LIMITED	Director	29-09-08	06-03-07	-	Amalgamated	NO
19	U51229WB2000PLC154278	SPENCER' S RETAIL LIMITED	Director	26-12-07	18-04-07	-	Active	NO
20	U10100JH2008PTC013086	MAHUAGARHI COAL COMPANY PRIVATE LIMITED	Director	17-03-08	17-03-08	-	Active	NO
21	U40102WB2008PLC124401	RPG POWER TRADING COMPANY LIMITED	Director	24-03-08	24-03-08	19-05-08	Active	NO
22	U45400WB2008PTC131598	DEVISE PROPERTIES PRIVATE LIMITED	Director	30-12-08	30-12-08	-	Active	NO
23	U67120WB1979PLC032191	ADORN INVESTMENTS LIMITED	Director	29-09-09	18-05-09	-	Active	NO
24	U67120WB1979PLC032193	ADAPT INVESTMENTS LIMITED	Director	29-09-09	18-05-09	-	Active	NO
25	U70109WB2006PLC111457	DHARIWAL INFRASTRUCTURE LIMITED	Director	30-09-09	27-08-09	-	Active	NO
26	U55101TN1977PLC007261	SPENCER INTERNATIONAL HOTELS LIMITED	Director	25-09-10	12-10-09	-	Active	NO
27	U74999WB2009PTC140477	RP-SANJIV GOENKA GROUP PRIVATE LIMITED	Director	30-12-09	30-12-09	-	Active	NO
28	U74210WB1994PLC066154	HALDIA ENERGY LIMITED	Director	30-03-10	30-03-10	-	Active	NO
29	U10400UP1995PLC019228	GHAZIABAD POWER COMPANY LIMIED	Director	06-04-10	06-04-10	18-03-11	Active	NO
30	U40108WB2010PLC150712	SURYA VIDYUT LIMITED	Director	28-06-10	28-06-10	-	Active	NO
31	U51398WB1976PLC030693	OFF-SHORE INDIA LIMITED	Director	29-09-11	03-11-10	-	Active	NO
32	U51909WB2010PTC149064	ACCURATE COMMODEAL PRIVATE LIMITED	Director	30-09-11	11-11-10	-	Active	NO
33	U40101WB2011PLC157466	JARONG HYDRO-ELECTRIC POWER COMPANY LIMITED	Director	17-01-11	17-01-11	21-03-11	Active	NO
34	U70101WB2011PLC159584	CESC INFRASTRUCTURE LIMITED	Director	22-02-11	22-02-11	-	Active	NO
35	U51909WB2010PTC146734	SOLTY COMMERCIAL PRIVATE LIMITED	Director	28-09-12	12-10-11	-	Active	NO
36	U51909WB2010PTC146550	RITUSHREE VANIJYA PRIVATE LIMITED	Director	29-09-12	12-10-11	-	Active	NO
37	U51909WB1994PTC066069	DOTEX MERCHANDISE PRIVATE LIMITED	Director	29-09-12	12-10-11	-	Active	NO
38	U51909WB2011PTC165690	SAIRAM VINCOM PRIVATE LIMITED	Director	01-08-12	01-03-12	-	Active	NO
39	U51909WB2011PTC165099	PANCHTANTRA VINIMAY PRIVATE LIMITED	Director	01-08-12	01-03-12	-	Active	NO
40	U51909WB2011PTC165051	PANCHMURTI COMMERCIAL PRIVATE LIMITED	Director	01-08-12	01-03-12	-	Active	NO

Name :

Mr. Subhasis Mitra

Designation :

Additional Director

Address :

14, Olai Chandi Road, Chitpur-700037, Kolkata, West Bengal, India

Date of Birth/Age :

03.04.1953

Date of Appointment :

26.12.2007

DIN No.:

01277136

Other Directorship

S.No.	CIN/LLPIN	Name of the Company/ LLP	Current designation of the Director/ Designated Partner	Date of appointment at current designation	Original date of appointment	Date of cessation	Company/ LLP Status	Defaulting status
1	U70101WB2006PLC108175	CESC PROPERTIES LIMITED	Director	17-08-07	21-02-07	-	Active	NO
2	U51229WB2000PLC154278	SPENCER' S RETAIL LIMITED	Director	26-12-07	18-04-07	-	Active	NO
3	U70109WB2006PLC111457	DHARIWAL INFRASTRUCTURE LIMITED	Director	30-09-09	27-08-09	-	Active	NO
4	U93090WB2009PTC138394	MYRIAD VENTURES PRIVATE LIMITED	Director	14-09-09	14-09-09	28-05-12	Active	NO
5	U74999WB2009PTC140477	RP-SANJIV GOENKA GROUP PRIVATE LIMITED	Director	30-12-09	30-12-09	-	Active	NO
6	U40108WB2010PLC150712	SURYA VIDYUT LIMITED	Director	28-06-10	28-06-10	-	Active	NO
7	U70101WB2004PLC099945	CRESCENT POWER LIMITED	Director	29-09-10	06-09-10	-	Active	NO
8	U40101WB2011PLC157466	JARONG HYDRO-ELECTRIC POWER COMPANY LIMITED	Director	17-01-11	17-01-11	-	Active	NO
9	U70101WB2011PLC159584	CESC INFRASTRUCTURE LIMITED	Director	22-02-11	22-02-11	-	Active	NO
10	U74999WB2011PLC163658	CESC PROJECTS LIMITED	Director	13-06-11	13-06-11	-	Active	NO
11	U10400UP1995PLC019228	GHAZIABAD POWER COMPANY LIMIED	Director	29-09-12	09-01-12	-	Active	NO
12	U40109DL2007PLC171032	PACHI HYDROPOWER PROJECTS LIMITED	Director	29-09-12	16-05-12	-	Active	NO
13	U40109DL2007PLC171035	PAPU HYDROPOWER PROJECTS LIMITED	Director	29-09-12	16-05-12	-	Active	NO
14	U72900WB1995PTC075089	SPEN LIQ PRIVATE LIMITED	Additional director	19-10-12	19-10-12	-	Active	NO
15	U40102WB2012PTC188244	RANCHI POWER DISTRIBUTION COMPANY PRIVATE LIMITED	Director	12-11-12	12-11-12	-	Active	NO

Name :

Mr. Bhagwati Prasad Bajoria

Designation :

Director

Address :

7, Alipore Road, Kolkata – 700027, West Bengal, India

Date of Birth/Age :

07.06.1929

Date of Appointment :

22.07.2009

DIN No.:

00075026

KEY EXECUTIVES

Name :	Mr. Soumyajit Roy
Designation :	Manager
Address :	1 S. R. Das Road, Kolkata – 700026, West Bengal, India
Date of Birth/Age :	12.10.1967
Date of Appointment :	10.05.2011
Name :	Mr. Avjit Chakravorty
Designation :	Secretary
Address :	Flat 2C Block – 6, 183 Biren Roy Road, Kolkata – 700061, West Bengal, India
Date of Birth/Age :	31.01.1973
Date of Appointment :	01.11.2009

MAJOR SHAREHOLDERS / SHAREHOLDING PATTERN

As on 28.07.2011

Names of Shareholders	No. of Shares
Lend Lease Company (India) Limited, India 8/1. Lai Bazar Street, Room No.4, Kolkata – 700001, West Bengal, India	54960
Madhusudan Kela Sriniketan, Flat No.16, 6th Floor, Marine Drive, Mumbai – 400002, Maharashtra, India	274801
Anand Kumar Gupta 313, Salarpuria Cambridge Residency, 1st Cross Road, Cambridge Layout Bangalore – 8, Karnataka, India	219841
Rajendra K. Mishra B-8, Satyam Shopping Centre, M.G. Road Ghatkopar (East), Mumbai – 400077, Maharashtra, India	82440
Sanjay Kothari (HUF) D/415, Ram Kutir, Bangur Nagar, Goreaaon (West). Mumbai - 400090, Maharashtra, India	43968
Sailesh Raj Bhan 112, D-2, Vittal Apartment, SVP Road Borivali (West), Mumbai – 400103, Maharashtra, India	5496
Imran S Contractor 1 Sea Glimpse, B.J. Road. Bandra (West), Mumbai – 400050, Maharashtra, India	5496
Omprakash Kuckian A/501, Drona Apartments, Vishal Nagar, Marve Road, Malad (West), Mumbai -400064, Maharashtra, India	5496
Manoj Manekji Dand 26, Anant Chaya. 353/3, R.B. Mehta Marg, Ghatkopar (East), Mumbai – 400077, Maharashtra, India	5496
Ashwani Kumar C-60, Tarapore Garden Housing Society, New Link Road, Andheri (West), Mumbai -400053, Maharashtra, India	5496
Novel Suppliers (Private) Limited, India 99, Stephen House, 4, BBD Bagh (East), Kolkata – 700001, West Bengal, India	109921
Mackertich Consultancy Services (Private) Limited, India 9/2, Hungerford Street, Kolkata – 700017, West Bengal, India	54960
Aniruddh Mundra Shubham 804, 1 Sarojini Naidu Sarani, Kolkata-700017, West Bengal, India	24182
PVS Raju Plot No.372. Road No 22, Jubilee Hils, Hyderabad – 500033, Andhra Pradesh, India	24732
Krishna Phumbhra 5, Queens Park, Flat No.2-SE, Kolkata -700019, West Bengal, India	6870
Sudhanshu Mundra Amarjyoti Apartments, 10, Belvedere Road, Kolkata-700027, West Bengal, India	6595
Merlin Holding (Private) Limited, India Shubham 803, 1 Sarojini Naidu Sarani, Kolkata-700017, West Bengal, India	54960
Aban Investments (Private) Limited, India Janapriya Crest, 113 Pantheon Road, Egmore, Chennai – 600008, Tamilnadu, India , West Bengal, India	40671
SMIFS Capital Markets Limited, India Vaibhav, 4F, 4, Lee Road, Kolkata -700020, West Bengal, India	236329
Mahi Kela (Minor) Sriniketan. Flat No.16, 6th Floor, Marine Drive, Mumbai – 400002, Maharashtra, India	54960
Kanchan Singhania V-1/404, Sunder Nagar. S.V.Road, Malad (West). Mumbai – 400064, Maharashtra, India	10992
Krishna Kothari jointly with Sanjay Kothari D/415, Ram Kutir, Bangur Nagar, Goregaon (West), Mumbai – 400090, Maharashtra, India	6870
Adapt Investments Limited, India 31, Netaji Subhas Road, Kolkata – 700001, West Bengal, India	1
Adorn Investments Limited, India 31, Netaji Subhas Road, Kolkata – 700001, West Bengal, India	1
Trade Apartments Limited, India 31, Netaji Subhas Road, Kolkata – 700001, West Bengal, India	1
Rainbow Investments Limited, India 463, Dr. Annie Besant Road, Mumbai -400030, Maharashtra, India	1
Petrochem International Limited, India 31, Netaji Subhas Road, Kolkata – 700001, West Bengal, India	1
Off-Shore India Limited, India 31, Netaji Subhas Road, Kolkata – 700001, West Bengal, India	1
Suddepto Deb and Moumita Deb 62, Kshitij Apartments. 99. Hill Road, Bandra (West) Mumbai – 4000050, Maharashtra, India	13740
Anand Parekh 501. Triveni Sangam. 15-A Pedder Road, Mumbai-400026, Maharashtra, India	10992
Badri Narayan Pilinja 401, Spring Leaf, 12M Road. Plot No 298. Khar- (West) Mumbai-400052, Maharashtra, India	13740
CESC Limited, India CESC House, Chowringhee Square, Kolkata – 700001, West Bengal, India	24638103
Total	26012113

As on 28.07.2011

Equity Share Break up (Percentage of Total Equity)

Category	Percentage
Bodies corporate	97.00
Directors or relatives of Directors	3.00
Total	100.00

BUSINESS DETAILS

Line of Business :

The company is engaged in the retelling of goods and caters to domestic market only.

GENERAL INFORMATION

No. of Employees :

Not Available

Bankers :

· ICICI Bank Limited

Land Markrace Cource Circle, Alkapuri, Baroda – 390015, Gujarat, India

· Kotak Mahindra Bank Limited

36-38-A, Nariman Bhavan, Nariman Point, Mumbai – 400021, Maharashtra, India

· HDFC Bank Limited

ITC Centre, 759, Anna Salai, Chennai – 600002, Tamilnadu, India

Facilities :

(Rs. In Millions)

Secured Loan	As on 31.03.2012	As on 31.03.2011
Long Term Borrowing
Term loan from a scheduled bank	862.500	262.500
Total	862.500	262.500

Banking Relations :	--
Auditors :
Name :	S.R Batliboi and Company Chartered Accountants
Address :	22, Camac Street, Block – C, 3^rd Floor, Kolkata – 700016, West Bengal, India
Tel. No.:	91-33-66153400
Fax No.:	91-33-22817750
PAN.:	AALFS0506L
Holding Company :	CESC Limited CIN No.: L314901WB1978PLC031411
Subsidiaries :	· Music World Retail Limited CIN No.: U15411WB2008PLC124063 · Au Bon Pain Cafe India Limited CIN No.: U15411WB2008PLC124062

CAPITAL STRUCTURE

As on 31.03.2012

Authorised Capital :

No. of Shares	Type	Value	Amount
300000000	Equity Shares	Rs.10/- each	Rs.3000.000 Millions

Issued, Subscribed & Paid-up Capital :

No. of Shares	Type	Value	Amount
26014113	Equity Shares	Rs.10/- each	Rs.260.141 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		260.141	260.121	260.121
2] Share Application Money		10684.500	9603.000	7674.500
3] Reserves & Surplus		0.000	0.000	1157.447
4] (Accumulated Losses)		(9160.541)	(6606.860)	(5844.219)
NETWORTH		1784.100	3256.261	3247.849
LOAN FUNDS
1] Secured Loans		862.500	262.500	571.804
2] Unsecured Loans		3500.000	3500.000	3500.000
TOTAL BORROWING		4362.500	3762.500	4071.804
DEFERRED TAX LIABILITIES		0.000	0.000	0.000
Stock Option Outstanding		0.000	0.000	10.952
TOTAL		6146.600	7018.761	7330.605
APPLICATION OF FUNDS
FIXED ASSETS [Net Block]		2212.822	2516.463	3007.015
Capital work-in-progress		0.000	256.882	354.762
INVESTMENT		1042.500	962.500	882.500
DEFERREX TAX ASSETS		3215.469	3215.469	2463.131
CURRENT ASSETS, LOANS & ADVANCES
	Inventories	1078.763	1016.907	1219.795
	Sundry Debtors	162.640	160.712	186.996
	Cash & Bank Balances	69.424	43.991	135.431
	Other Current Assets	159.138	95.748	0.550
	Loans & Advances	769.253	786.962	824.911
Total Current Assets		2239.218	2104.320	2367.683
Less : CURRENT LIABILITIES & PROVISIONS
	Sundry Creditors	1036.263	883.355	1641.525
	Other Current Liabilities	1481.194	1125.805	69.433
	Provisions	45.952	27.713	32.528
Total Current Liabilities		2563.409	2036.873	1743.486
Net Current Assets		(324.191)	67.447	624.197
MISCELLANEOUS EXPENSES		0.000	0.000	0.000
TOTAL		6146.600	7018.761	7330.605

PROFIT & LOSS ACCOUNT

	PARTICULARS		31.03.2012	31.03.2011	31.03.2010
	SALES
		Income	11989.480	9794.665	8566.158
		Income from Recoveries and Services	0.000	0.000	378.145
		Other Income	73.071	51.466	144.148
		TOTAL (A)	12062.551	9846.131	9088.451
Less	EXPENSES
		Purchase of traded goods	9843.426	7952.542
		(increase)/Decrease in trade goods	(64.529)	151.307
		Employee benefits expenses	1154.916	1110.662	11625.307
		Other expenses	2532.474	2267.272
		Exceptional items	159.097	211.918
		TOTAL (B)	13625.384	11693.701	11625.307
Less	PROFIT / (LOSS) BEFORE INTEREST, TAX, DEPRECIATION AND AMORTISATION (A-B) (C)		(1562.833)	(1847.570)	(2536.856)
Less	FINANCIAL EXPENSES (D)		504.479	508.407	280.842
	PROFIT / (LOSS) BEFORE TAX, DEPRECIATION AND AMORTISATION (C-D) (E)		(2067.312)	(2355.977)	(2817.698)
Less/ Add	DEPRECIATION/ AMORTISATION (F)		486.437	327.347	485.744
	PROFIT / (LOSS) BEFORE TAX (E-F) (G)		(2553.749)	(2683.324)	(3303.442)
Less	TAX (H)		0.000	(752.338)	(718.577)
	PROFIT / (LOSS) AFTER TAX (G-H) (I)		(2553.749)	(1930.986)	(2584.865)
	IMPORTS
		Trading Goods	1.170	30.441	11.883
	TOTAL IMPORTS		1.170	30.441	11.883
	Earnings / (LOSS) Per Share (Rs.)		(98.17)	(74.23)	(99.37)

KEY RATIOS

PARTICULARS		31.03.2012	31.03.2011	31.03.2010
PAT / Total Income	(%)	(21.17)	(19.61)	(28.44)
Net Profit Margin (PBT/Sales)	(%)	(21.30)	(27.40)	(38.56)
Return on Total Assets (PBT/Total Assets}	(%)	(57.36)	(58.07)	(61.46)
Return on Investment (ROI) (PBT/Networth)		1.43	(0.82)	(1.02)
Debt Equity Ratio (Total Debt /Networth)		2.45	1.16	1.25
Current Ratio (Current Asset/Current Liability)		0.87	1.03	1.36

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	Yes
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	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

PERFORMANCE REVIEW

Company continues to grow toplines by recording robust same store sales growth of about 1 5% for the year with large format growth at over 20%. Measures taken in the areas of opex control and margin enhancement have resulted in significant improvement in the store EBITDA at the aggregate level for the year vs. previous year.

Company further consolidated its operations by suitably closing non-viable small format stores. Due to business reasons, the company terminated its franchisee contracts with the international apparel brands as the market response of the product offering did not meet with the expectations. The Spencer's brand has recorded positive scores on its customer satisfaction indicators

The current focus area is to grow the company in its existing core geographies by rolling out large format stores to improve its market position and aim at achieving cluster level profitability by fully leveraging back end and advertising costs

As a result of its measures, operating loss for the year was Rs.1509.000 millions vs. Rs.1733.000 millions in the previous year.

CURRENT OUTLOOK

Organised retailing is about 60% of the total retail business and is expected to grow to 20% by 2020. This will be driven by increased urbanisation, young demographics, rising incomes and propensity towards disposability and an aspiration for a better lifestyle. While the growth outlook is robust, the availability of real estate at reasonable prices and at desirable location and the lack of proper supply chain in the country seem to be the biggest constraints. As the Company moves ahead, it expects margin improvements to take place. However the industry is likely to witness a couple of more years of losses till the scale of retail operation and the inflection point of migration to organised retailing is triggered. The key challenge is to continue to drive solid same store sales growth, improve margins to which the management has visibility and at the same time keep close focus on costs.

CONTINGENT LIABILITY NOT PROVIDED FOR IN RESPECT OF:

Rs. In Millions

Particular	31.03.2012	31.03.2011
Sales Tax Demands under appeal	12.092	4.657
Services tax demands	11.570	--
Guarantees to ABP corporation on behalf of a subsidiary company to discharge obligation it any, in the event of default.	Not Quantified	Not Quantified
Claims against the company not acknowledge as debt	17.130	10.770

UNSECURED LOAN

Rs. In Millions

Particular	As on 31.03.2012	As on 31.03.2011
Short Term Borrowing
From scheduled bank	3500.000	3500.000
Total	3500.000	3500.000

FIXED ASSETS

· Leasehold Improvement

· Plant and Machinery

· Computers

· Motor Vehicles

· Furniture and Fittings

· Computer Software

· License

AS PER WEBSITE

MILESTONES

1863 John William Spencer and Charles Durrant open the first ever Spencer store in Chennai

1920 Spencer’s becomes the first grocery store in India

1980 Spencer’s becomes the first supermarket chain under Food World in India

1989 RPG Enterprises buys a majority stake in Spencer’s

1995 Spencer’s enters into a Technology Assistance Agreement with Dairy Farm International Holdings Ltd.,

Hong Kong, to set up the Foodworld chain of supermarkets in India

1996 First Foodworld store inaugurated in R A Puram, Chennai, by M. S. Subbulakshmi, renowned Karnatic musician

2001 First hypermarket inaugurated in Musheerabad, Hyderabad, by Krishna Yadav, Labor Minister of Andhra Pradesh 100th Foodworld store inaugurated in Pondicherry

2006 Joint venture with Dairy Farm International Holdings terminated

First new store under the Spencer’s brand name inaugurated in West Mambalam, Chennai

2008 75,000 sq ft flagship store inaugurated at South City Mall, Kolkata

First standalone retail store inaugurated at Vadodara

Exclusive tie-up with £ 3 billion Woolworths plc, UK, for retailing their internationally acclaimed toy brand,

Chad Valley, and their Ladybird brand of kidswear; the latter is Woolworths first international tie-up in the

children’s apparel segment

2009 Launch of the first exclusive brand outlet of Beverley Hills Polo Club in Delhi

Launch of Bangalore’s first hyper store on 35000 sq. ft in upmarket Sarjapur

Launch of a 12000 sq. ft hyper in Andhra Pradesh’s rich town, Warangal (photo not available)

Launch of the first café and bakery outlet under the Au Bon Pain brand in Bangalore, MG Road

2010 Foray into Punjab with the launch of three Beverley Hills Polo club outlets in Amritsar and Jalandhar

Announcement of a change in brand positioning from “Taste-the-World” to “Makes Fine Living Affordable”

Announcement of the exclusive tie-up with Marc Ecko Enterprises of USA for Ecko Ultd and Ecko Red

apparel brands. The first Gucci outlet store launched in upmarket DLF Promenade Mall in Vasant Kunj, New Delhi Announcement of exclusive tie-up with Ladybird brand of kidswear from the house of UK-based Shopdirect Group. The first store was launched in MGF Metropolitan, Gurgaon (photo not available) Launch of the Guntur’s first hyper store on 13000 sq. ft (photo not available)

Launch of Au Bon Pain flaghsip store in Mantri Mall, Bangalore

PRESS RELEASE

FOCUS ON EXPANDING RETAIL ARM AHEAD, SAYS CESC'S GOENKA

Sanjiv Goenka, Vice Chairman of CESC told CNBC-TV18 that their sales were up about 5.3 percent while profits rose 38 percent owing to improved plant load factor or PLF and lower costs.

Power company CESC   reported a net profit of Rs 1010.000 Millions in the third quarter of FY13 against Rs 740.000 Millions in the same period last fiscal. Its net sales stood at Rs 10220.000 Millions versus Rs 9700.000 Millions year-on-year.

Sanjiv Goenka, Vice Chairman of CESC told CNBC-TV18 that their sales were up about 5.3 percent while profits rose 38 percent owing to improved plant load factor or PLF and lower costs.

Goenka also added that their Haldia project is on track and Unit 1 is going to be commissioned in September 2014. Besides, the Maharashtra Chandrapur projects are likely to be ready for commissioning next year. At present, two hydel projects in Andhra Pradesh are under development, he informed.

CESC's retail arm, Spencers have also done well and Goenka said, "There is a renewed focus on opening stores and this year we will be adding about 35 percent area to the existing area. I think all in all it is looking good. It is looking set for breaking even in the next four quarters."

In the meanwhile, Firstsource Solutions' open offer has been completed and Goenka is optimistic about the company, taking into account its improved sales figures and margins

RPG-SANJEEV GOENKA GROUP MULLS LISTING SPENCER'S RETAIL

Buoyed by developments in retail FDI front, RPG-Sanjeev Goenka Group is planning to list its retail arm Spencer's. Speaking to reporters here, the group's chairman Sanjiv Goenka said several options, including mirror level demerger from the parent company, initial public offering, and induction of a strategic investor, were being looked at for listing of Spencer's Retail.

"Spencer's retail is moving towards a positive EBIDTA (earnings before interest, taxes, depreciation and amortisation). Sooner rather than later, we will definitely do one of the three. We are also in the process of finalising an advisor for the process," Goenka said.

He, however, did not divulge details on by when the retail player could hit the stock market, but said it would not wait for the company to break-even to begin the listing process. "We expect Spencer's Retail to break-even by the second quarter of next year. But given the government decision on foreign direct investment (FDI) in retail, the current market conditions as well the improving performance of the company, we will begin the process even before it breaks even," he said.

Break-even is the point of balance between making either a profit or a loss. Spencer's Retail Ltd is a subsidiary of CESC Ltd, which is a part of the RP-Sanjiv Goenka Group. In 2011-12, Spencer's was able to prune its losses to Rs 2200.000 Millions from Rs 2530.000 Millions in the previous fiscal.

He added that in the first six months of the fiscal year, Spencer's Retail has clocked a turnover of Rs 7140.000 Millions compared to Rs 5600.000 Millions last year. The company was also talking to foreign players for investment in back-end investors, Goenka said. The retail chain was also planning to open seven new stores across the country, in Dhanbad, Lucknow, Raipur, Kolkata, Meerut, Aligarh, and NCR-Delhi. Spencer's Retail Limited is a multi-format retailer which is present across 45 cities, selling electronics, home and office essentials, garments and fashion accessories, toys, and personal care items.

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.64.16
UK Pound	1	Rs.81.74
Euro	1	Rs.70.50

INFORMATION DETAILS

Report Prepared by :

NTH

SCORE & RATING EXPLANATIONS

SCORE FACTORS	RANGE	POINTS
HISTORY	1~10	3
PAID-UP CAPITAL	1~10	3
OPERATING SCALE	1~10	2
FINANCIAL CONDITION
--BUSINESS SCALE	1~10	2
--PROFITABILIRY	1~10	--
--LIQUIDITY	1~10	2
--LEVERAGE	1~10	2
--RESERVES	1~10	--
--CREDIT LINES	1~10	--
--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		14

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.