MIRA INFORM REPORT

Report Date :

08.05.2013

IDENTIFICATION DETAILS

Name :	KFCH RESTAURANTS PRIVATE LIMITED (w.e.f. 22.02.2012) PUNE CHICKEN RESTAURANTS PRIVATE LIMITED AMALGAMATED WITH KFCH RESTAURANTS PRIVATE LIMITED (Amalgamated w.e.f. 08.01.2013)
Formerly Known As :	MUMBAI CHICKEN PRIVATE LIMITED
Registered Office :	703, 7^th Floor, 349, Business Point, Off. Western Express Highway, Andheri (East), Mumbai – 400 058, Maharashtra
Country :	India
Financials (as on) :	31.12.2011
Date of Incorporation :	22.06.2009
Com. Reg. No.:	11-193461
Capital Investment / Paid-up Capital :	Rs.244.561 millions
CIN No.: [Company Identification No.]	U55101MH2009PTC193461
PAN No.: [Permanent Account No.]	AAGCM1293E
Legal Form :	Private Limited Liability Company
Line of Business :	The business of the Company is to act as the franchisee of KFC business and to own and operate the retail outlets in Mumbai city.
No. of Employees :	Not Available

RATING & COMMENTS

MIRA’s Rating :

B (27)

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

Maximum Credit Limit :	USD 485000
Status :	Moderate
Payment Behaviour :	Slow
Litigation :	Clear
Comments :	Subject is an established company having moderate track record. There appear some accumulated losses recorded by the company. 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. Note: December 2012 financials are not filed by the company with the Government Department till date.

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

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 :	703, 7^th Floor, 349, Business Point, Off. Western Express Highway, Andheri (East), Mumbai – 400 058, Maharashtra, India
Tel. No.:	91-22-61522692
Fax No.:	91-22-61522600
E-Mail :	sheetal.pardeshi@kfch.co.in sneha.mishra@kfch.co.in

DIRECTORS

As on 19.06.2012

Name :

Mr. Mohammad Bin Alwi

Designation :

Director

Address :

No.143 Jalan Layang 4, Taman Perling, Johor Bahru, Johor, Malaysia 81200

Date of Birth/Age :

14.04.1964

Date of Appointment :

28.09.2010

DIN No.:

02787996

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	U55101MH2009PTC193461	KFCH RESTAURANTS PRIVATE LIMITED	Director	28/09/2010	19/05/2010	-	Active	NO
2	U55202MH2009PTC207051	PUNE CHICKEN RESTAURANTS PRIVATE LIMITED	Director	28/09/2010	19/05/2010	-	Amalgamated	NO
3	U15100MH2004PTC147096	KERNEL FOODS PRIVATE LIMITED	Director	27/09/2011	01/02/2011	-	Amalgamated	NO

Name :

Mr. Mohd Zam Bin Mustaman

Designation :

Director

Address :

73, JLN Datuk Sulaiman 4, TMN TUN DR Ismail, Kuala Lumpur, Malaysia 60000

Date of Birth/Age :

12.04.1959

Date of Appointment :

27.08.2009

Date of Ceasing :

31.07.2012

DIN No.:

02741634

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	U55101MH2009PTC193461	KFCH RESTAURANTS PRIVATE LIMITED	Director	28/09/2010	27/08/2009	31/07/2012	Active	NO
2	U55202MH2009PTC207051	PUNE CHICKEN RESTAURANTS PRIVATE LIMITED	Director	28/09/2010	27/08/2009	31/07/2012	Amalgamated	NO
3	U15100MH2004PTC147096	KERNEL FOODS PRIVATE LIMITED	Director	27/09/2011	13/12/2010	31/07/2012	Amalgamated	NO

Name :

Mr. Jamaludin Ali Bin Mohd.

Designation :

Director

Address :

90, JLN Pinggir Zaaba, TMN TUN DR Ismail Kuala Lumpur, Malaysia 60000

Date of Birth/Age :

04.12.1958

Date of Appointment :

16.09.2009

Date of Ceasing :

11.03.2013

DIN No.:

02741852

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	U55101MH2009PTC193461	KFCH RESTAURANTS PRIVATE LIMITED	Director	28/09/2010	16/09/2009	11/03/2013	Active	NO
2	U55202MH2009PTC207051	PUNE CHICKEN RESTAURANTS PRIVATE LIMITED	Director	28/09/2010	19/05/2010	-	Amalgamated	NO
3	U15100MH2004PTC147096	KERNEL FOODS PRIVATE LIMITED	Director	27/09/2011	13/12/2010	-	Amalgamated	NO

Name :

Mr. Ahamad Bin Mohamad

Designation :

Director

Address :

No.29, Jalan Satu, Kampung Melayu, Majidee, Johor Bahru, Malaysia 81100

Date of Birth/Age :

25.11.1953

Date of Appointment :

19.05.2010

Date of Ceasing :

11.03.2013

DIN No.:

03046044

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	U55202MH2009PTC207051	PUNE CHICKEN RESTAURANTS PRIVATE LIMITED	Director	28/09/2010	19/05/2010	-	Amalgamated	NO
2	U55101MH2009PTC193461	KFCH RESTAURANTS PRIVATE LIMITED	Director	28/09/2010	19/05/2010	11/03/2013	Active	NO
3	U15100MH2004PTC147096	KERNEL FOODS PRIVATE LIMITED	Director	27/09/2011	01/02/2011	-	Amalgamated	NO

KEY EXECUTIVES

Name :	Ms. Sheetal Ashok Pardeshi
Designation :	Secretary
Address :	Swarg, At Parnali Stop, Kurgaon, Post - Kudan, Boisar – 401 502, Maharashtra, India
Date of Birth/Age :	24.09.1982
Date of Appointment :	15.03.2010
PAN No.:	ATPPP7206F
Name :	Ms. Sneha Mishra
Designation :	Accounts Department

MAJOR SHAREHOLDERS / SHAREHOLDING PATTERN

As on 19.06.2012

Names of Shareholders	No. of Shares
Mauritius Food Corporation Private Limited, Mauritius	46235095
Mauritius Food Corporation Private Limited, Mauritius J/W Mowlooda Randera Taher	1
Total	46235096

As on 12.04.2013

Names of Allottee	No. of Shares
Mauritius Food Corporation Private Limited, Mauritius	58134241
Total	58134241

As on 16.01.2013

Names of Allottees	No. of Shares
Mauritius Food Corporation Private Limited, Mauritius	23018072
Mauritius Food Corporation Private Limited, Mauritius J/W Mowlooda Randera Taher	1
Total	23018073

As on 19.06.2012

Equity Share Breakup	Percentage of Holding
Category
Foreign holdings [Foreign institutional investors, Foreign Companies, Foreign Financial Institutions, Non-resident Indian or Overseas corporate bodies or others]	100.00

BUSINESS DETAILS

Line of Business :

The business of the Company is to act as the franchisee of KFC business and to own and operate the retail outlets in Mumbai city.

Products :

Item Code No. (ITC Code)	10511
Product Description	Chicken
Item Code No. (ITC Code)	2201
Product Description	Beverages

GENERAL INFORMATION

No. of Employees :	Not Available
Bankers :	Not Available
Facilities :	--

Banking Relations :	--
Auditors :
Name :	B S R and Company Chartered Accountants
Address :	Lodha Exactus, 1^st Floor, Apollo Mills Compound, N.M. Joshi Marg, Mahalakshmi, Mumbai – 400 011, Maharashtra, India
Tel. No.:	91-22-39896000
Fax No.:	91-22-39836000
Income-tax PAN of auditor or auditor's firm :	AAIFB7357B
Holding Company:	Mauritius Food Corporation Private Limited, Mauritius
Ultimate Holding Company:	KFC Holdings (Malaysia) Bhd, Malaysia

CAPITAL STRUCTURE

After 19.06.2012

Authorised Capital : Rs.2200.000 millions

Issued, Subscribed & Paid-up Capital : Rs.1491.591 millions

As on 19.06.2012

Authorised Capital :

No. of Shares	Type	Value	Amount
100000000	Equity Shares	Rs.10/- each	Rs.1000.000 millions

Issued, Subscribed & Paid-up Capital :

No. of Shares	Type	Value	Amount
46235096	Equity Shares	Rs.10/- each	Rs.462.351 millions

As on 31.12.2011

Authorised Capital :

No. of Shares	Type	Value	Amount
25000000	Equity Shares	Rs.10/- each	Rs.250.000 millions

Issued, Subscribed & Paid-up Capital :

No. of Shares	Type	Value	Amount
24456151	Equity Shares	Rs.10/- each	Rs.244.561 millions

FINANCIAL DATA

[all figures are in Rupees Millions]

ABRIDGED BALANCE SHEET

SOURCES OF FUNDS		31.12.2011	31.12.2010	31.12.2009
SHAREHOLDERS FUNDS
1] Share Capital		244.561	183.092	10.100
2] Share Application Money Pending Allotment		0.000	45.220	37.615
3] Reserves & Surplus		0.000	0.000	0.000
4] (Accumulated Losses)		(123.242)	(39.125)	(7.957)
NETWORTH		121.320	189.187	39.758
LOAN FUNDS
1] Secured Loans		0.000	0.000	0.000
2] Unsecured Loans		110.000	0.000	0.000
TOTAL BORROWING		110.000	0.000	0.000
DEFERRED TAX LIABILITIES		0.000	0.000	0.000
TOTAL		231.319	189.187	39.758
APPLICATION OF FUNDS
FIXED ASSETS [Net Block]		121.427	62.232	4.032
Capital work-in-progress		45.097	32.052	0.600
INVESTMENT		0.000	0.000	0.000
DEFERRED TAX ASSETS		0.000	0.000	0.000
CURRENT ASSETS, LOANS & ADVANCES
	Inventories	3.416	2.177	0.000
	Sundry Debtors	0.256	0.074	0.000
	Cash & Bank Balances	33.372	79.004	35.319
	Other Current Assets	0.000	0.000	0.000
	Loans & Advances	64.219	37.527	2.518
Total Current Assets		101.263	118.782	37.837
Less : CURRENT LIABILITIES & PROVISIONS
	Sundry Creditors	28.570	17.889	2.711
	Other Current Liabilities	6.399	4.584	0.000
	Provisions	1.499	1.406	0.000
Total Current Liabilities		36.468	23.879	2.711
Net Current Assets		64.795	94.903	35.126
MISCELLANEOUS EXPENSES		0.000	0.000	0.000
TOTAL		231.319	189.187	39.758

PROFIT & LOSS ACCOUNT

	PARTICULARS		31.12.2011	31.12.2010	31.12.2009
	SALES
		Income from operations	152.787	39.116	0.000
		Other Income	0.435	0.072	0.000
		TOTAL (A)	153.222	39.188	0.000
Less	EXPENSES
		Cost of goods sold	237.339	16.596	0.000
		Employee cost		23.843	2.145
		Administrative & Selling Expenses		25.348	5.670
		Loss on theft of fixed assets		0.000	0.085
		TOTAL (B)	237.339 (including financial and depreciation)	65.787	7.900
Less	PROFIT/ (LOSS) BEFORE INTEREST, TAX, DEPRECIATION AND AMORTISATION (A-B) (C)			(26.599)	(7.900)
Less	FINANCIAL EXPENSES (D)			0.093	0.000
	PROFIT/ (LOSS) BEFORE TAX, DEPRECIATION AND AMORTISATION (C-D) (E)			(26.692)	(7.900)
Less/ Add	DEPRECIATION/ AMORTISATION (F)			4.476	0.057
	PROFIT/ (LOSS) BEFORE TAX (E-F) (G)		(84.117)	(31.168)	(7.957)
Less	TAX (H)		0.000	0.000	0.000
	PROFIT/ (LOSS) AFTER TAX (G-H) (I)		(84.117)	(31.168)	(7.957)
Add	PREVIOUS YEARS’ BALANCE BROUGHT FORWARD		(39.125)	(7.957)	0.000
	BALANCE CARRIED TO THE B/S		NA	(39.125)	(7.957)
	IMPORTS
		Capital Goods	NA	8.817	0.000
	TOTAL IMPORTS		NA	8.817	0.000
	Earnings/ (Loss) Per Share (Rs.)		(3.75)	(1.71)	(10.82)

KEY RATIOS

PARTICULARS		31.12.2011	31.12.2010	31.12.2009
PAT / Total Income	(%)	(54.90)	(79.53)	0.00
Net Profit Margin (PBT/Sales)	(%)	(55.06)	(79.68)	0.00
Return on Total Assets (PBT/Total Assets}	(%)	(37.77)	(17.22)	(19.00)
Return on Investment (ROI) (PBT/Networth)		(0.69)	(0.16)	(0.20)
Debt Equity Ratio (Total Debt/Networth)		0.91	0.00	0.00
Current Ratio (Current Asset/Current Liability)		2.78	4.97	13.96

LOCAL AGENCY FURTHER INFORMATION

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	No
24) Banking facility details	No
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	No
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 Loans	31.12.2011 (Rs. in Millions)	31.12.2010 (Rs. in Millions)
Rupee term loans financial institutions unsecured	110.000	0.000
Total	110.000	0.000

Note:

The registered office of the company has been shifted from Unit 214, 2^nd Floor, Sunder Villa, S.V. Road, Santacruz West, Mumbai – 400 054, Maharashtra to the present address w.e.f. 01.01.2012.

BACKGROUND:

The Company has been incorporated under the Companies Act, 1956 ('the Act') on 22^nd June 2009. The business of the Company is to act as the franchisee of KFC business and to own and operate the retail outlets in Mumbai city. The Company is a wholly owned subsidiary of Mauritius Food Corporation Private Limited. The ultimate holding of the Company is KFC Holdings (Malaysia) Bhd.

With effect from 22^nd February 2012 the name of the company has changed from Mumbai Chicken Private Limited to KFCH Restaurants Private Limited.

FIXED ASSETS:

· Land Improvements

· Plant and Machinery

· Office Equipments

· Computer Equipments

· Furniture and Fixtures

· Motor 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.54.16
UK Pound	1	Rs.83.88
Euro	1	Rs.70.99

INFORMATION DETAILS

Report Prepared by :

SMN

SCORE & RATING EXPLANATIONS

SCORE FACTORS	RANGE	POINTS
HISTORY	1~10	3
PAID-UP CAPITAL	1~10	4
OPERATING SCALE	1~10	3
FINANCIAL CONDITION
--BUSINESS SCALE	1~10	3
--PROFITABILIRY	1~10	3
--LIQUIDITY	1~10	3
--LEVERAGE	1~10	3
--RESERVES	1~10	3
--CREDIT LINES	1~10	2
--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	NO
--OTHER MERIT FACTORS	YES/NO	YES
DEFAULTER
--RBI	YES/NO	NO
--EPF	YES/NO	NO
TOTAL		27

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.