MIRA INFORM REPORT

Report Date :

14.05.2013

IDENTIFICATION DETAILS

Name :	FRANKLIN TEMPLETON ASSET MANAGEMENT (INDIA) PRIVATE LIMITED
Formerly Known As :	TEMPLETON ASSET MANAGEMENT INDIA PRIVATE LIMITED
Registered Office :	Indiabulls Finance Centre, Tower 2, 12^th and 13^th, Floor, Senapati Bapat Marg, Elphinstone (West), Mumbai- 400013, Maharashtra
Country :	India
Financials (as on) :	30.09.2012
Date of Incorporation :	06.10.1995
Com. Reg. No.:	11-093356
Capital Investment / Paid-up Capital :	Rs. 2393.333 Millions
CIN No.: [Company Identification No.]	U67190MH1995PTC093356
TAN No.: [Tax Deduction & Collection Account No.]	MUMT04711A
PAN No.: [Permanent Account No.]	AAACT1609B
Legal Form :	Private Limited Liability Company
Line of Business :	Providing Financial Services.
No. of Employees :	Information declined by management

RATING & COMMENTS

MIRA’s Rating :

A (63)

RATING		STATUS	PROPOSED CREDIT LINE
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

Maximum Credit Limit :	USD 23200000
Status :	Good
Payment Behaviour :	Regular
Litigation :	Clear
Comments :	Subject is a part of Franklin Templeton Group. It is a well established company having a fine track record. There appears some dip in its income and profits during 2012. However, financial position of the company appears to be sound. Trade relations are reported as decent. Business is active. Payments are reported to be regular and as per commitments. The company can be considered good 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.

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 DECLIEND BY

Name :	Mr. Niraj Jariwala
Designation :	Finance Manager
Contact No.	91-22-67519100
Date :	24.04.2013

LOCATIONS

Registered Office :	Indiabulls Finance Centre, Tower 2, 12^th and 13^th, Floor, Senapati Bapat Marg, Elphinstone (West), Mumbai- 400013, Maharashtra, India
Tel. No.:	91-22-67519100
Fax No.:	91-22-66391282
E-Mail :	vdehadr@templeton.com
Service Centre:	Located at Ahmedabad Bangalore Bhubaneswar Chandigarh Chennai Coimbatore Dehradun Hyderabad Indore Jaipur Jalandhar Kanpur Kochi Kolkata Lucknow Ludhiana Madurai Mangalore Mumbai Nagpur Nasik New Delhi Patna Pune Rajkot Raipur Salem Surat Trichy Vadodara Varanasi Vijayawada Visakhapatnam

DIRECTORS

As on 25.03.2013

Name :	Mr. Deepak Madhav Satwalekar
Designation :	Director
Address :	9, Nutan Alka Co-operative Housing Society Limited, Relief Road, Santacurz (West), Mumbai-400054, Maharashtra, India
Date of Birth/Age :	14.11.1948
Date of Appointment :	06.10.1995
DIN No.:	00009627
Name :	Mr. Vijay Chandur Advani
Designation :	Director
Address :	484, Walsh Road Atherton, San Mateo, CA 94027, United States of America
Date of Birth/Age :	30.12.1960
Date of Appointment :	08.07.2006
DIN No.:	00018925
Name :	Mr. Navroz Hormasji Seervai
Designation :	Director
Address :	8, Shiv Shanti Bhavan, M. Karve Marg, Mumbai – 400 020, Maharashtra, India
Date of Birth/Age :	22.02.1957
Date of Appointment :	17.05.2003
DIN No.:	00024144
Name :	Mr. Bhaskara Nageshwara Rao Mandavilli
Designation :	Director
Address :	Flat No. A 906, Purva Heights, 14, Bannerghatta Road, Bilekahalli, Bangalore –560076, Karnataka, India
Date of Birth/Age :	19.06.1948
Date of Appointment :	19.05.2009
DIN No.:	00287260
Name :	Mr. Mark Joseph Benhard Mobius
Designation :	Director
Address :	PTD 139504, Pavilion Villa Jln Merbok 4, Leisure Farm 81560, Gelang Patah, Lohor, 81560, Malaysia
Date of Birth/Age :	17.08.1936
Date of Appointment :	06.10.1995
DIN No.:	00649153
Name :	Mr. Vivek Mohan Kudva
Designation :	Director
Address :	Flat No.202, 2^nd Floor, Vishnu Villa, Worli Sea Face, Mumbai – 400 018, Maharashtra, India
Date of Birth/Age :	29.07.1959
Qualification :	PGDM
Experience :	27 Years
Date of Appointment :	26.03.2009
PAN No.:	AENPK7096K
DIN No.:	00748582

KEY EXECUTIVES

Name :	Mr. Jayaram Subramaniam R
Designation :	Company Secretary
Address :	Flat No. 23, Tower A2, Goderej Garden Enclave, Pirojsha Nagar, Vikhroli (East), Mumbai-400079, Maharashtra, India
Date of Birth/Age :	09.09.1966
Date of Appointment :	13.10.2005
PAN No.:	AAAPI2333L
Name :	Mr. Niraj Jariwala
Designation :	Finance Manager
Name :	Mr. Anand Radhakrishnan
Designation :	Senior Vice President and Head Portfolio Analytics
Name :	Mr. Anand Vasudevan
Designation :	Senior Vice President and Head Research
Name :	Mr. Gaurab Parija
Designation :	Senior Vice President and National Sales Director
Name :	Mr. Jayaram Subramaniam
Designation :	Vice President - Finance
Name :	Mr. Murali Krishna Yerram
Designation :	Senior Research Analyst

MAJOR SHAREHOLDERS / SHAREHOLDING PATTERN

As on 25.03.2013

Names of Shareholders	No. of Shares
Franklin Templeton Holding Limited, Mauritius	239333296
Vivek Kudva *	4
Total	239333300

Note: * Nominee holder, beneficial interest with Franklin Templeton Holding Limited

As on 25.03.2013

Equity Share Break up (Percentage of Total Equity)

Category	Percentage of Holding
Foreign holdings( Foreign institutional investor(s), Foreign companie(s) Foreign financial institution(s), Non-resident Indian(s) or Overseas Corporate bodies or Others	100.00 *
Total	100.00

Note: * Including shares held by resident nominee, Mr. Vivek Kudva

BUSINESS DETAILS

Line of Business :

Providing Financial Services.

Products / Services:

Item Code No.	Product / Services Description
99711900	Other financial services, except investmentbanking, insurance services and pension services
99715300	Portfolio Management services except pensionfunds

GENERAL INFORMATION

No. of Employees :

Information declined by management

Bankers :

Citi Bank, Branch Fort, Mumbai, Maharashtra, India

Facilities :

Secured Loan	30.09.2012 (Rs. in Millions)	30.09.2011 (Rs. in Millions)
Long-term maturities of finance lease obligations	14.682	13.789
Total	14.682	13.789

Banking Relations :	--
Auditors :
Name :	Price Waterhouse Chartered Accountants
Address :	Mumbai, Maharashtra, India
PAN.:	AAEFP3641G
Ultimate holding company :	Franklin Resources Inc., USA
Holding company :	Franklin Templeton Holding Limited, Mauritius Subsidiary company
Fellow subsidiary companies :	Franklin Templeton International Services (India) Private Limited, India CIN No.: U74999MH2002PTC134412 Franklin Templeton Trustee Services Private Limited, India Darby Asia Investors (India) Private Limited, India CIN No.: U67190MH2008FTC179996 Franklin Templeton Companies LLC, USA Franklin Templeton Services LLC Templeton Asset Management Limited (Singapore) Franklin Templeton Capital Holdings Private Limited ,Singapore Franklin Templeton Investment Services GmbH, Germany Templeton Asset Management Limited, Hong Kong Franklin Advisers, Inc., USA Franklin Templeton Asset Management (Malaysia) Sdn Bhd Franklin Templeton International Services SA, Luxembourg Franklin Templeton Investment Management Limited, UK Franklin Templeton Investment Management Limited, Amsterdam
Mutual Fund managed by the Company :	Franklin Templeton Mutual Fund

CAPITAL STRUCTURE

As on 30.09.2012

Authorised Capital :

No. of Shares	Type	Value	Amount
245000000	Equity Shares	Rs.10/- each	Rs. 2450.000 Millons

Issued, Subscribed & Paid-up Capital :

No. of Shares	Type	Value	Amount
239333300	Equity Shares	Rs.10/- each	Rs. 2393.333 Millions

FINANCIAL DATA

[all figures are in Rupees Millions]

ABRIDGED BALANCE SHEET

SOURCES OF FUNDS		30.09.2012	30.09.2011	30.09.2010
SHAREHOLDERS FUNDS
1] Share Capital		2393.333	2393.333	2393.333
2] Share Application Money		0.000	0.000	0.000
3] Reserves & Surplus		3413.333	2516.189	1254.537
4] (Accumulated Losses)		0.000	0.000	0.000
NETWORTH		5806.666	4909.522	3647.870
LOAN FUNDS
1] Secured Loans		14.682	13.789	6.114
2] Unsecured Loans		0.000	0.000	0.000
TOTAL BORROWING		14.682	13.789	6.114
DEFERRED TAX LIABILITIES		0.000	0.000	0.000
TOTAL		5821.348	4923.311	3653.984
APPLICATION OF FUNDS
FIXED ASSETS [Net Block]		303.422	191.702	151.035
Capital work-in-progress		0.000	2.497	1.158
INVESTMENT		5642.294	4840.946	3375.517
DEFERRED TAX ASSETS		209.236	173.749	157.083
CURRENT ASSETS, LOANS & ADVANCES
	Inventories	0.000	0.000	0.000
	Sundry Debtors	389.949	245.542	338.106
	Cash & Bank Balances	92.805	60.548	69.797
	Other Current Assets	48.753	131.306	0.013
	Loans & Advances	223.781	174.924	481.849
Total Current Assets		755.288	612.320	889.765
Less : CURRENT LIABILITIES & PROVISIONS
	Sundry Creditors	190.446	124.001	594.577
	Other Current Liabilities	831.669	723.848	242.562
	Provisions	66.777	50.054	83.435
Total Current Liabilities		1088.892	897.903	920.574
Net Current Assets		(333.604)	(285.583)	(30.809)
MISCELLANEOUS EXPENSES		0.000	0.000	0.000
TOTAL		5821.348	4923.311	3653.984

PROFIT & LOSS ACCOUNT

	PARTICULARS		30.09.2012	30.09.2011	30.09.2010
	SALES
		Investment Management Fees			3249.427
		Transfer Agency Fees			262.162
		Other Income			58.977
		TOTAL (A)	3546.640	3943.190	3570.566
Less	EXPENSES
		Operating Expenses	2414.150 (Including Financial Expenses and Depreciation)	2038.350 (Including Financial Expenses and Depreciation)	2069.443
		TOTAL (B)			2069.443
	PROFIT/ (LOSS) BEFORE INTEREST, TAX, DEPRECIATION AND AMORTISATION (A-B) (C)				1501.123
Less	FINANCIAL EXPENSES (D)				1.615
	PROFIT / (LOSS) BEFORE TAX, DEPRECIATION AND AMORTISATION (C-D) (E)				1499.508
Less/ Add	DEPRECIATION/ AMORTISATION (F)				39.186
	PROFIT/ (LOSS) BEFORE TAX (E-F) (G)		1132.490	1904.840	1460.322
Less	TAX (H)		235.340	643.190	490.777
	PROFIT/ (LOSS) AFTER TAX (G-H) (I)		897.150	1261.650	969.545
	PREVIOUS YEARS’ BALANCE BROUGHT FORWARD		2443.190	1181.540	817.008
	APPROPRIATIONS
		Transfer to General Reserve	0.000	0.000	73.000
		Interim Dividend	0.000	0.000	454.733
		Tax on Distributed Profit	0.000	0.000	77.282
	BALANCE CARRIED TO THE B/S		3340.340	2443.190	1181.538
	EARNINGS IN FOREIGN CURRENCY		430.550	488.070	329.507
	Earnings / (Loss) Per Share (Rs.)		3.75	5.27	4.05

KEY RATIOS

PARTICULARS		30.09.2012	30.09.2011	30.09.2010
PAT / Total Income	(%)	25.30	32.00	27.15
Net Profit Margin (PBT/Sales)	(%)	NA	NA	44.94
Return on Total Assets (PBT/Total Assets}	(%)	106.97	236.91	140.31
Return on Investment (ROI) (PBT/Networth)		0.20	0.39	0.40
Debt Equity Ratio (Total Debt/Networth)		0.00	0.00	0.00
Current Ratio (Current Asset/Current Liability)		0.69	0.68	0.97

LOCAL AGENCY FURTHER INFORMATION

SUNDRY CREDITORS DETAILS:

Particulars	30.09.2012	30.09.2011	30.09.2010
	(Rs. In Millions)
Trade Payables	148.364	69.069
Inter Company Payables	42.082	54.932
Total	190.446	124.001	594.577

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	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	Yes
33]	Voter ID No of Proprietor/Partner/Director, if available	No
34]	External Agency Rating, if available	No

NOTE

Registered office of the company has been shifted from Level 4, Wockhart Towers. Bander Kurla Complex, Bandra (East), Mumbai – 400051, Maharashtra, India to the present address w.e.f 17.01.2012.

GENERAL INFORMATION

Subject has been incorporated in India under the Companies Act, 1956 (the “Act”) as a private company limited by shares. The Company is engaged in the business of providing investment management / advisory and transfer agency services to the schemes of Franklin Templeton Mutual Fund.

REVIEW OF FINANCIAL PERFORMANCE

During the year, the Company earned a gross income of Rs. 3546.640 million as against Rs. 3943.190 million in the previous year, a decrease of 10.06%, primarily due to decrease in the average fee rate earned by the Company on assets managed/ advised by the Company.

The Company posted a net profit of Rs. 897.150 million as against a net profit of Rs. 1261.650 million in the previous year.

REVIEW OF OPERATIONS

The Assets under Management (AuM) of Franklin Templeton Mutual Fund (FTMF) is Rs. 394494.000 millions as at September 30, 2012 as against Rs. 327567.000 millions as at September 30, 2011.

During the year, the total number of investor accounts reduced marginally from 2.0 mn as at September 30, 2011 to 1.9 mn as at September 30, 2012.

Your Company presently manages 43 Schemes of (FTMF). During the year, FTMF had launched the following schemes:

Franklin Templeton Feeder – Franklin US Opportunities Fund

Templeton India Corporate Bond Opportunities Fund

Franklin Templeton Fixed Tenure Fund (FTFTF) - Series XVI

The AuM of Franklin Templeton Private Equity Strategy (FTPES) as at September 30, 2012 was Rs. 4935.330 millions.

AWARDS

the Company has received the following fund awards:

• Asset Triple A Investment Awards – 2012: Franklin Templeton, Best Asset Management Company in India
• Asian Investor Awards – 2012- Franklin Templeton Investments, India
• Lipper Awards 2012: Franklin Infotech Fund (3 year performance – Equity Sector – Information Technology)
• ICRA Mutual Fund Awards 2012 – Franklin India Bluechip Fund – a 5 star fund (1 and 3 year performance), Templeton India Short-Term
• Income Plan – a 7 star fund (3 year performance)
• The Asset Benchmark Research Awards 2012 – one of the top astute investors in Asian Local Currency Bonds 2012 – Santosh Kamath
• Morningstar India Fund Awards 2012 - Templeton India Short-Term Income Plan (Short Term bond Category), Franklin India Taxshield (ELSS Equity Category), FT India Dynamic PE Ratio Fund of Funds (Moderate Allocation Category)

CONTINGENT LIABILTIES AS ON 31.03.2012

(a) The Company is contingently liable in respect of claims, if any, from the unit holders of the schemes of Franklin Templeton Mutual Fund inter-alia for interest on delays in dispatch of redemption or repurchase proceeds by the registrar and transfer agent in accordance with the Securities and Exchange Board of India (Mutual Funds) Regulations and amendments thereto.

(b) Based on the various orders passed by the income tax authorities in respect of various assessment years, the Company has been served demand notices for short deduction/ non-deduction of tax at source. The aggregate amount of such contingent liabilities not provided for in the books of the Company amounts to Rs. 4.082 millions (Previous Year: 368.290 millions).The Company has not accepted the liability as it has deducted appropriate taxes at source and has filed rectification applications with appropriate authorities against those demand notices/ orders.

FIXED ASSETS

• Land
• Leasehold Improvements
• Buildings
• Furniture and Fixtures
• Computers
• Office Equipment
• Vehicles
• 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 records 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.54.92
UK Pound	1	Rs.84.44
Euro	1	Rs.71.32

INFORMATION DETAILS

Information Gathered by :	PLK
Report Prepared by :	MRI

SCORE & RATING EXPLANATIONS

SCORE FACTORS	RANGE	POINTS
HISTORY	1~10	7
PAID-UP CAPITAL	1~10	7
OPERATING SCALE	1~10	7
FINANCIAL CONDITION
--BUSINESS SCALE	1~10	7
--PROFITABILIRY	1~10	7
--LIQUIDITY	1~10	7
--LEVERAGE	1~10	7
--RESERVES	1~10	7
--CREDIT LINES	1~10	7
--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		63

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.