MIRA INFORM REPORT

Report Date :

28.03.2013

IDENTIFICATION DETAILS

Name :	MAJOR BRANDS (INDIA) PRIVATE LIMITED
Registered Office :	401, 4^th Floor, Skyline Icon, Near Mittal Estate, Andheri Kurla Road, Andheri (East), Mumbai – 400059, Maharashtra
Country :	India
Financials (as on) :	31.03.2012
Date of Incorporation :	08.05.2001
Com. Reg. No.:	11-131895
Capital Investment / Paid-up Capital :	Rs.44.459 Millions
CIN No.: [Company Identification No.]	U18101MH2001PTC131895
TAN No.: [Tax Deduction & Collection Account No.]	MUMM14472D
PAN No.: [Permanent Account No.]	AACCM4949B
Legal Form :	Private Limited Liability Company
Line of Business :	They are into Retail Brand Industry
No. of Employees :	500 (In office) (Approximately)

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 930000
Status :	Satisfactory
Payment Behaviour :	Usually Correct
Litigation :	Clear
Comments :	Subject is an established company having a satisfactory track record. 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.

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.

INFORMATION DECLINED BY

Name :	Mr. Navin
Designation :	Accounts Manager
Contact No.:	91-22-24975050
Date :	26.03.2013

LOCATIONS

Registered Office :	401, 4^th Floor, Skyline Icon, Near Mittal Estate, Andheri Kurla Road, Andheri (East), Mumbai-400059, Maharashtra, India
Tel. No.:	91-22-24975050/ 24975051
Fax No.:	91-22-24975052
E-Mail :	nilesh.u@majorbrands.in
Website :	www.majorbrands.in

DIRECTORS

(AS ON 28.09.2012)

Name :	Mr. Govind Bharwani
Designation :	Director
Address :	Flat No.507, 317-22A, Zabebat Dole, DM 3, Post Box, 27401, United Arab Emirates
Date of Birth/Age :	17.07.1968
Date of Appointment :	25.05.2010
DIN No.:	01655708
Name :	Mr. Kamal Prakashbhai Kotak
Designation :	Director
Address :	Plot No.52, Shakti Nagar Society, Dabhure Road, Veraval, Junagadh, Gujarat, India
Date of Birth/Age :	12.11.1976
Date of Appointment :	24.12.2007
DIN No.:	01993075
Name :	Mr. Neeraj Bherumal Teckchandani
Designation :	Director
Address :	G-289, Shastri Nagar, Jodhur – 342003, Rajasthan, India
Date of Birth/Age :	23.08.1972
Date of Appointment :	24.12.2007
DIN No.:	01995441

KEY EXECUTIVES

Name :	Mr. Navin
Designation :	Accounts Manager

MAJOR SHAREHOLDERS / SHAREHOLDING PATTERN

(AS ON 28.09.2012)

Names of Shareholders	No. of Shares
Nilesh Ved	2507027
Sima Ganwani Ved	1839888
European Apparels Limited, Mauritius	33444
Govind Bharwani	65538
Total	4445897

(AS ON 01.03.2013)

Names of Allottees	No. of Shares Allotted
Nilesh Ved	2012319
Total	2012319

(AS ON 30.09.2012)

Equity Shares Break – up

Category	Percentage
Foreign holdings [Foreign institutional investors, Foreign Companies, Foreign Financial Institutions, Non-resident Indian or Overseas corporate bodies or others]	98.53
Directors or relatives of directors	1.47
Total	100.00

BUSINESS DETAILS

Line of Business :

They are into Retail Brand Industry

GENERAL INFORMATION

No. of Employees :

500 (In office) (Approximately)

Bankers :

· HDFC Bank Limited

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

· Axis Bank Limited

Corporate Banking Branch, Axis House, Ground Floor, C-2 Wadia International Centre, P B Marg, Worli, Mumbai - 400025, Maharashtra, India

· ICICI Bank

Facilities :

Secured Loans	31.03.2012	31.03.2011
	(Rs. In Millions)
Rupee term loans from banks	61.434	147.442
Other loans and advances	1.099	1.607
Working capital loans from banks	426.309	153.062
Total	488.842	302.111

Banking Relations :	--
Auditors :
Name :	Deloittle Haskins and Sells Chartered Accountant
Address :	12, Dr. Annie Besant Road, Opposite Shiv Sagar Estate, Worli, Mumbai– 400018, Maharashtra, India
PAN No.:	AACFD4815A
Associates :	· Fashions Brands (India) Private Limited

CAPITAL STRUCTURE

(AS ON 28.09.2012)

Authorised Capital :

No. of Shares	Type	Value	Amount
10000000	Equity Shares	Rs.10/- each	Rs.100.000 Millions

Issued, Subscribed & Paid-up Capital :

No. of Shares	Type	Value	Amount
6458216	Equity Shares	Rs.10/- each	Rs.64.582 Millions

(AS ON 31.03.2011)

Authorised Capital :

No. of Shares	Type	Value	Amount
10000000	Equity Shares	Rs.10/- each	Rs.100.000 Millions

Issued, Subscribed & Paid-up Capital :

No. of Shares	Type	Value	Amount
4445897	Equity Shares	Rs.10/- each	Rs.44.459 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		44.459	44.459	26.110
2] Share Application Money		0.000	0.000	61.382
3] Reserves & Surplus		188.092	165.827	86.535
4] (Accumulated Losses)		0.000	0.000	0.000
NETWORTH		232.551	210.286	174.027
LOAN FUNDS
1] Secured Loans		488.842	302.111	1.384
2] Unsecured Loans		0.000	0.000	157.360
TOTAL BORROWING		488.842	302.111	158.744
DEFERRED TAX LIABILITIES		0.255	0.000	0.000
TOTAL		721.648	512.397	332.771
APPLICATION OF FUNDS
FIXED ASSETS [Net Block]		538.164	219.194	218.076
Capital work-in-progress		16.795	11.058	6.259
INVESTMENT		25.288	63.487	0.000
DEFERREX TAX ASSETS		0.000	4.624	12.596
CURRENT ASSETS, LOANS & ADVANCES
	Inventories	753.772	482.014	272.229
	Sundry Debtors	19.476	17.321	4.381
	Cash & Bank Balances	8.483	5.219	6.346
	Other Current Assets	0.000	0.000	0.000
	Loans & Advances	356.232	246.797	146.394
Total Current Assets		1137.963	751.351	429.350
Less : CURRENT LIABILITIES & PROVISIONS
	Sundry Creditor	728.496	304.978	234.497
	Other Current Liabilities	226.369	178.496	56.694
	Provisions	41.697	53.843	42.319
Total Current Liabilities		996.562	537.317	333.510
Net Current Assets		141.401	214.034	95.840
MISCELLANEOUS EXPENSES		0.000	0.000	0.000
TOTAL		721.648	512.397	332.771

PROFIT & LOSS ACCOUNT

	PARTICULARS		31.03.2012	31.03.2011	31.03.2010
	SALES
		Income		1826.632	1349.334
		Compensation from Brand Owners	2662.413	42.048	1.262
		Other Income		33.805	28.778
		TOTAL (A)	2662.413	1902.485	1379.374
Less	EXPENSES
		Cost of Goods Sold		1041.535	737.303
		Employees Costs		124.289	86.008
		Operating and Administrative Expenses		630.027	434.697
		Prior Period Items		18.007	0.000
		TOTAL (B)	2582.478	1813.858	1258.008
Less	PROFIT BEFORE INTEREST, TAX, DEPRECIATION AND AMORTISATION (A-B) (C)		(Including Financial Expenses)	88.627	121.366
Less	FINANCIAL EXPENSES (D)			28.504	23.326
	PROFIT BEFORE TAX, DEPRECIATION AND AMORTISATION (C-D) (E)		79.935	60.123	98.040
Less/ Add	DEPRECIATION/ AMORTISATION (F)		46.760	23.165	23.730
	PROFIT BEFORE TAX (E-F) (G)		33.175	36.958	74.310
Less	TAX (H)		10.911	18.473	13.325
	PROFIT AFTER TAX (G-H) (I)		22.264	18.485	60.985
Add	PREVIOUS YEARS’ BALANCE BROUGHT FORWARD		NA	81.548	20.563
	BALANCE CARRIED TO THE B/S		NA	100.033	81.548
	EARNINGS IN FOREIGN CURRENCY
		Export Earnings	1.320	2.708	0.000
		Compensation towards margins and delayed uplifment	60.641	42.048	1.262
	TOTAL EARNINGS		61.961	44.756	1.262
	IMPORTS
		Traded Items	1255.591	893.578	540.329
		Capital Goods	100.951	24.330	32.395
	TOTAL IMPORTS		1356.542	917.908	572.724
	Earnings Per Share (Rs.)		5.01	4.55	23.36

KEY RATIOS

PARTICULARS		31.03.2012	31.03.2011	31.03.2010
PAT / Total Income	(%)	0.84	0.97	4.42
Net Profit Margin (PBT/Sales)	(%)	NA	2.02	5.51
Return on Total Assets (PBT/Total Assets}	(%)	1.98	3.81	11.48
Return on Investment (ROI) (PBT/Networth)		0.14	0.18	0.43
Debt Equity Ratio (Total Debt/Networth)		2.10	1.44	0.91
Current Ratio (Current Asset/Current Liability)		1.14	1.40	1.29

LOCAL AGENCY FURTHER INFORMATION

SUNDRY CREDITORS DETAILS:

Particulars	31.03.2012	31.03.2011
	(Rs. In Millions)
Sundry Creditors	728.496	304.978
Total	728.496	304.978

Particulars	31.03.2010 (Rs. In Millions)
Sundry Creditors
- Total outstanding due to micro enterprises and small enterprises	0.000
- Total outstanding due to creditors other than micro enterprises and small enterprises	234.497
Total	234.497

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	Yes
10]	Designation of contact person	Yes
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

NOTE:

Registered office has been shifted from 402-A, Poonam Chambers, Dr. A B Road, Worli, Mumbai – 400018, Maharashtra, India to the present address w.e.f. 03.08.2012.

OPERATIONAL PERFORMANCE

For the year, the company’s total income was Rs.2662.413 Millions profit for the year before tax was Rs.33.175 Millions after providing for depreciation of Rs.46.760 Millions

FORM 8

This form is for	Creation of charge
Corporate identity number of the company	U18101MH2001PTC131895
Name of the company	MAJOR BRANDS (INDIA) PRIVATE LIMITED
Address of the registered office or of the principal place of business in India of the company	401, 4th Floor, Skyline Icon, Near Mittal Estate, Andheri Kurla Road, Andheri (East), Mumbai – 400059, Maharashtra, India nilesh.u@majorbrands.in
Type of charge	Book Debts Movable Property Others: Credit Card Receivables
Particular of charge holder	Axis Bank Limited Corporate Banking Branch, Axis House, Ground Floor, C-2 Wadia International Centre, P B Marg, Worli, Mumbai – 400025, Maharashtra, India suyashri@vsnl.com
Nature of description of the instrument creating or modifying the charge	Composite Hypothecation Deed Dated 12.10.2012
Date of instrument Creating the charge	12.10.2012
Amount secured by the charge	Rs.50.000 Millions
Brief particulars of the principal terms and conditions and extent and operation of the charge	Rate of Interest Base rate + 2.75% p.a. i.e.12.75% p.a. Terms of Repayment As per Sanction Letter No AXISB/ CO/ MCII/ VS/ 0444/ 2012-13 dated 17.09.2012 and AXISB/ CO/ MCII/ VS/ 0518/12-13 dt 11.10.2012 or as stipulated by Bank from time to time. Margin 25% Extent and Operation of the charge Bank granted TL of Rs.50.000 Millions. The said limit is Secured by 1st pari passu charge on present and future Credit Card Receivable, claims, bills which are due and owing to the Company and Excl. charge on present and future movable Fixed Assets lying in Stores consisting Plant, Mach. spares, tools, accessories etc. purchased/ acquired out of TL granted by Bank whether installed or lying loose at Co's premises or in transit.
Short particulars of the property charged	1st pari passu charge on present and future Credit Card Receivable, claims, bills which are due and owing to the Company in course of its business. Exclusive charge on present and future movable fixed assets lying in stores consisting plant, mach. Spares, tools, accessories etc. acquired out of TL granted by Bank.

FIXED ASSETS:

· Computer

· Furniture and Fixtures

· Vehicles

· Motor Vehicles

· Office Equipment

· Computer Software

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.54.10
UK Pound	1	Rs.82.47
Euro	1	Rs.70.49

INFORMATION DETAILS

Information Gathered by :	SVA
Report Prepared by :	NIT

SCORE & RATING EXPLANATIONS

SCORE FACTORS	RANGE	POINTS
HISTORY	1~10	5
PAID-UP CAPITAL	1~10	5
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	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
DEFAULTER
--RBI	YES/NO	NO
--EPF	YES/NO	NO
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.