MIRA INFORM REPORT

Report Date :

02.12.2014

IDENTIFICATION DETAILS

Name :	TALWALKARS BETTER VALUE FITNESS LIMITED
Formerly Known As :	TALWALKARS BETTER VALUE FITNESS PRIVATE LIMITED
Registered Office :	801-813, Mahalaxmi Chambers, 22, Bhulabhai Bhulabhai Desai Road, Mumbai – 400026, Maharashtra
Country :	India
Financials (as on) :	31.03.2014
Date of Incorporation :	24.04.2003
Com. Reg. No.:	11-140134
Capital Investment / Paid-up Capital :	Rs.261.810 Million
CIN No.: [Company Identification No.]	L92411MH2003PLC140134
IEC No.:	Not Available
TAN No.: [Tax Deduction & Collection Account No.]	MUMT08798G
PAN No.: [Permanent Account No.]	AABCT8207B
Legal Form :	A Public Limited Liability Company. The Company’s Shares are Listed on the Stock Exchanges.
Line of Business :	They are into Gymnasiums, Fitness Centers.
No. of Employees :	Information declined by the management.

RATING & COMMENTS

MIRA’s Rating :

A (67)

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

Status :	Good
Payment Behaviour :	Regular
Litigation :	Clear
Comments :	Subject is a well-established company having fine track record. The company has shown a consistent growth aided with better increases in its sales volume, net profitability and its scale volume, healthy profit margins during 2014. Financial position appears to be sound. The ratings also take into consideration the strong brand image, nation wide presence and leadership position enjoyed by the subject in the market. Trade relations are fair. Business is active. Payment terms are reported as regular and as per commitments. In view of rich experience of the promoters in the gym / fitness industry in india, the subject can be considered dood 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

N E W S

Verdict Implications : Apex court order may alter coal import dynamics. Traders go slow on talks over coal supply contracts, uncertainty over cancellation of blocks weigh on stocks.

Recent arrest of the Chennai head of the Registrar of Companies, the ministry of corporate affairs arm that ensures that companies file all the information required by the Companies Act is the latest manifestation of a messy fight between a father and his adopted son for the control of Rs 40000 mn business empire. The Central Bureau of Investigation arrested Manumeethi Cholan after he accepted Rs 10 lakhs as bribe from M A M Ramaswamy, a CBI official said.

Central Bureau of Investigation books Electrotherm for cheating Central Bank of Rs 4360 mn.

Infosys maintains revenue guidance. COO Rao says attrition still an area of concern and it would take a few more quarters to bring down levels to 13-15 %.

DHL  to invest Euro 100 mn in India over next 2 years. The firm has chosen India to pilot its e-commerce business model for the Asia-Pacific region.

Blackstone may buy stake in BlueRidge SEZ in line with the fund’s real estate strategy in India.

Kingfisher Airlines Ltd grounded in October 2012 under the weight of heavy debt and accumulated losses, recently approached the Delhi high court for relief in two separate cases. The airline challenged a notice by Punjab & National Bank alleging that It had wilfully defaulted on Rs 7700 mn of loans and sought more time to comply with the requirements under the listing agreements with the Stock Exchanges.

OnMobile likely to sack another 300 employees. The lay-offs follow a spate of senior-level exits over the past two years, starting with of its founder. The overall lay-offs could number around 600 and are driven by the need to cut costs, says a former employee.

EXTERNAL AGENCY RATING

Rating Agency Name	ICRA
Rating	Long term bank facilities = AA-
Rating Explanation	High degree of safety and very low credit risk.
Date	October, 2014

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 31-03-2014.

INFORMATION PARTED BY

Name :	Mr. Girish Naik
Designation :	Vice President of Finance head
Contact No.:	91-2266126370
Date :	29.11.2014

LOCATIONS

Registered Office :	801-813, Mahalaxmi Chambers, 22, Bhulabhai Bhulabhai Desai Road, Mumbai – 400026, Maharashtra
Tel. No.:	91-22-66126370
Fax No.:	Not Available
E-Mail :	ig@talwalkars.net
Website :	www.talwalkars.net

DIRECTORS

As on 18.09.2014

Name :	Mr. Madhukar V. Talwalkar
Designation :	Executive Chairman
Address :	C-37/ 40, Pandurang Society, Near Sun-N-Sand Hotel, Juhu, Mumbai – 400 049, Maharashtra, India
Date of Birth/Age :	28.11.1933
Date of Appointment :	17.11.2014
PAN No. :	AAAPT8172A
DIN No. :	00341613
Name :	Mr. Girish Talwalkar
Designation :	Whole time Director
Address :	D – 22, Juhu Park Apartment, Opposite Iskon, Juhu, Mumbai – 400 049, Maharashtra, India
Date of Birth/Age :	01.06.1961
Date of Appointment :	01.10.2014
PAN No. :	AAAPT8175H
DIN No. :	00341675
Name :	Mr. Prashant S. Talwalkar
Designation :	Managing Director and CEO
Address :	26/ 27, Sheesh Mahal, Pali Hill, D’ Monte Park Road, Bandra, Mumbai – 400 050, Maharashtra, India
Date of Birth/Age :	16.06.1962
Date of Appointment :	18.06.2014
PAN NO. :	AAAPT3528N
DIN No. :	00341715
Name :	Mr. Harsha Bhatkal
Designation :	Whole time Director
Address :	N – 5, Prathamesh, Off V.S. Marg, Prabhadevi, Mumbai – 400 025, Maharashtra, India
Date of Birth/Age :	15.08.1962
Date of Appointment :	01.10.2014
DIN No. :	00283946
Name :	Mr. Anant Gawande
Designation :	Whole time Director and CEO
Address :	173/ A, Twin Towers, Twin Tower Lane, Off V.S. Marg, Prabhadevi, Mumbai – 400 025, Maharashtra, India
Date of Birth/Age :	28.08.1967
Date of Appointment :	01.10.2014
DIN No. :	00324734
Name :	Mr. Vinayak Gawande
Designation :	Whole time Director
Address :	E – 6, Prathamesh Co-Operative Housing Society, Twin Tower Lane, Off V.S. Marg, Prabhadevi, Mumbai – 400 025, Maharashtra, India
Date of Birth/Age :	24.08.1958
Date of Appointment :	01.10.2014
DIN No. :	00324591
Name :	Mr. Manohar Gopal Bhide
Designation :	Independent Director
Address :	A-5, Bageshree, Shankar Ghanekar Marg, Prabhadevi, Mumbai – 400025, Maharashtra, India
Date of Birth/Age :	14.02.1939
Date of Appointment :	23.09.2010
DIN No. :	00001826
Name :	Mr. Raman Hirji Maroo
Designation :	Independent Director
Address :	Woodlands, 21/22 Floor, 67 Peddar Road, Mumbai – 400026, Maharashtra, India
Date of Birth/Age :	06.12.1950
Date of Appointment :	23.09.2010
DIN No. :	00169152
Name :	Mr. Mohan Motiram Jayakar
Designation :	Independent Director
Address :	12, Makani Manor, 1^st Floor, Peddar Road, Mumbai – 400026, Maharashtra, India
Date of Birth/Age :	08.10.1951
Date of Appointment :	23.09.2010
DIN No. :	00925962
Name :	Mr. Avinash Achyut Phadke
Designation :	Independent Director
Address :	Flat No. 41, 4^th Floor, The Shrieesh Co-Op. HSG. Society, 187 Veer Savarkar Marg, Mahim, Mumbai – 400016, Maharashtra, India
Date of Birth/Age :	28.04.1954
Date of Appointment :	23.09.2010
DIN No. :	00799476
Name :	Mr. Abhijeet Rajaram Patil
Designation :	Independent Director
Address :	214, Sweet Home (Raja Rani Paryatak Bhavan), L.J. Road, Matunga-(West), Mumbai – 400016, Maharashtra, India
Date of Birth/Age :	18.04.1956
Date of Appointment :	23.09.2010
DIN No. :	00356630
Name :	Mr. Dinesh Afzulpurkar
Designation :	Independent Director
Address :	P-11, 5 Bijena Vista, General Jagganath Bhosle Marg, Mumbai – 400023, Maharashtra, India
Date of Birth/Age :	20.08.1938
Date of Appointment :	09.08.2012
DIN No. :	05313394

KEY EXECUTIVES

Name :	Avanti Sankav
Designation :	Company Secretary
Address :	Shree Omkar CHS. Ltd., B3/35, Bal Govind Das Road, Mahim, Mumbai – 400016, Maharashtra, India
Date of Birth/Age :	10.01.1980
Date of Appointment :	18.01.2011
PAN No. :	AZMPS5964Q

SHAREHOLDING PATTERN

As on 30.09.2014

Category of Shareholder	Total No. of Shares	Total Shareholding as a % of Total No. of Shares
(A) Shareholding of Promoter and Promoter Group
(1) Indian
Individuals / Hindu Undivided Family	13973240	53.37
Bodies Corporate	7683	0.03
Sub Total	13980923	53.40
(2) Foreign
Total shareholding of Promoter and Promoter Group (A)	13980923	53.40
(B) Public Shareholding
(1) Institutions
Mutual Funds / UTI	1521414	5.81
Financial Institutions / Banks	26095	0.10
Foreign Institutional Investors	2827522	10.80
Sub Total	4375031	16.71
(2) Non-Institutions
Bodies Corporate	2607875	9.96
Individuals
Individual shareholders holding nominal share capital up to Rs.1 lakh	2196351	8.39
Individual shareholders holding nominal share capital in excess of Rs.1 lakh	2526765	9.65
Any Others (Specify)	493943	1.89
Non Resident Indians	327886	1.25
Clearing Members	132367	0.51
Trusts	33690	0.13
Sub Total	7824934	29.89
Total Public shareholding (B)	12199965	46.60
Total (A)+(B)	26180888	100.00
(C) Shares held by Custodians and against which Depository Receipts have been issued	0	0.00
(1) Promoter and Promoter Group	0	0.00
(2) Public	0	0.00
Sub Total	0	0.00
Total (A)+(B)+(C)	26180888	100.00

Shareholding of securities (including shares, warrants, convertible securities) of persons belonging to the category Promoter and Promoter Group

Sl. No.	Name of the Shareholder	Details of Shares held
		No. of Shares held	As a % of grand total
1	Prashant Sudhakar Talwalkar	2876080	10.99
2	Girish Madhukar Talwalkar	2864280	10.94
3	Madhukar Vishnu Talwalkar	2832280	10.82
4	Anant Ratnakar Gawande	1920200	7.33
5	Vinayak Ratnakar Gawande	1920200	7.33
6	Harsha Ramdas Bhatkal	1560200	5.96
7	Better Value Leasing & Finance Ltd	7683	0.03
	Total	1,39,80,923	53.40

Shareholding of securities (including shares, warrants, convertible securities) of persons belonging to the category Public and holding more than 1% of the total number of shares

Sl. No.	Name of the Shareholder	No. of Shares held	Shares as % of Total No. of Shares
1	Smallcap World Fund Inc	1694000	6.47
2	Reliance Capital Trustee Co. Ltd. A/c Reliance Monthly Income Plan	933816	3.57
3	Laxmi Shivanand Mankekar & Kedar Shivanand Mankekar	1573520	6.01
4	Bajaj Allianz Life Insurance Company Ltd	1182980	4.52
5	Americans Funds Insurance Series Global Small Capitalisation Fund	650000	2.48
6	Franklin India Smaller Companies Fund	475000	1.81
7	ICICI Lombard General Insurance Co Ltd	300001	1.15
	Total	6809317	26.01

Shareholding of securities (including shares, warrants, convertible securities) of persons (together with PAC) belonging to the category “Public” and holding more than 5% of the total number of shares of the company

Sl. No.	Name(s) of the shareholder(s) and the Persons Acting in Concert (PAC) with them	No. of Shares	Shares as % of Total No. of Shares
1	Smallcap World Fund Inc	1694000	6.47
2	Laxmi Shivanand Mankekar & Kedar Shivanand Mankekar	1573520	6.01
	Total	3267520	12.48

BUSINESS DETAILS

Line of Business :

They are into Gymnasiums, Fitness Centers.

Products :

Item Code No. (ITC Code)	Product Description
99972300	Health and Fitness

Brand Names :

---

Agencies Held :

---

Exports :

Not Available

Imports :

Not Available

Terms :

Selling :

Not Available

Purchasing :

Not Available

PRODUCTION STATUS = NOT AVAILABLE

GENERAL INFORMATION

Suppliers :

Not Divulged

Customers :

Not Divulged

No. of Employees :

Information declined by the management.

Bankers :

• Union Bank of India
• Axis Trustee Services Limited

Facilities :

SECURED LOANS	31.03.2014 (Rs. in Millions)	31.03.2013 (Rs. in Millions)
LONG TERM BORROWINGS
Bonds/Debentures	533.330	550.000
TERM LOAN
From banks	695.130	639.360
Loans and Advances from related parties	0.000	1.540
Other Loans and Advances from others	0.000	0.360
SHORT TERM BORROWINGS
Drawdown facility from bank	0.000	43.170
Total	1228.460	1234.430

Statutory Auditors :
Name :	M.K. Dandekar and Company Chartered Accountants
Address :	No.244, Angappa Naicken Street, 2^nd Floor, Chennai – 600001, Tamil Nadu, India
Memberships :	---
Collaborators :	---
Subsidiaries :	Aspire Fitness Private Limited Denovo Enterprises Private Limited Equinox Wellness Private Limited Jyotsna Fitness Private Limited
Enterprises over which key Management Personnel and their relatives exercise significant influence :	Anant Gawande (HUF) Anfin Investment Private Limited Better Value Brands Private Limited Better Value Leasing and Finance Limited Better Value Properties Private Limited Better Value Restaurants Private Limited Brain works Learning Systems Private Limited Empower Systech Private Limited Gawande Consultants Private Limited India Cookery Private Limited Indian Cookery.com Private Limited Life Fitness India Private Limited Pinnacle Fitness Private Limited Popular Institute of Arts Private Limited Popular Prakashan Private Limited R2 Infrastructure Private Limited R2 Spa Systems Radhika Hotels Private Limited Splendor Fitness Private Limited Talwalkars Talwalkars Fitness Club Talwalkars Health & Leisure Talwalkars Health Club Talwalkars Health Commune Talwalkars Health Complex Talwalkars Nutrition Centre Nitin Gawande (HUF) Raja Rani Travels Private Limited Vinayak Gawande (HUF) Vrindavan Restaurants Private Limited

CAPITAL STRUCTURE

As on 31.03.2014

Authorised Capital :

No. of Shares	Type	Value	Amount
30000000	Equity Shares	Rs.10/- each	Rs.300.000 Millions

Issued, Subscribed & Paid-up Capital :

No. of Shares	Type	Value	Amount
26180888	Equity Shares	Rs.10/- each	Rs.261.810 Millions

FINANCIAL DATA

[all figures are in Rupees Millions]

ABRIDGED BALANCE SHEET

SOURCES OF FUNDS	31.03.2014	31.03.2013	31.03.2012
I.              EQUITY AND LIABILITIES
(1)Shareholders' Funds
(a) Share Capital	261.810	261.810	241.160
(b) Reserves & Surplus	2048.730	1760.640	1163.570
(c) Money received against share warrants	0.000	0.000	0.000
(2) Share Application money pending allotment	0.000	0.000	0.000
Total Shareholders’ Funds (1) + (2)	2310.540	2022.450	1404.730
(3) Non-Current Liabilities
(a) long-term borrowings	1238.510	1191.260	1135.660
(b) Deferred tax liabilities (Net)	227.360	184.730	136.750
(c) Other long term liabilities	122.580	157.610	92.260
(d) long-term provisions	0.000	0.000	0.000
Total Non-current Liabilities (3)	1588.450	1533.600	1364.670
(4) Current Liabilities
(a) Short term borrowings	300.000	43.170	100.000
(b) Trade payables	82.490	60.350	52.060
(c) Other current liabilities	367.210	311.640	186.190
(d) Short-term provisions	141.290	130.830	89.740
Total Current Liabilities (4)	890.990	545.990	427.990
TOTAL	4789.980	4102.040	3197.390
II.          ASSETS
(1) Non-current assets
(a) Fixed Assets
(i) Tangible assets	3699.350	2890.990	2178.520
(ii) Intangible Assets	39.440	40.500	43.190
(iii) Capital work-in-progress	340.720	293.660	216.200
(iv) Intangible assets under development	3.320	3.320	0.000
(b) Non-current Investments	109.500	248.300	193.860
(c) Deferred tax assets (net)	0.000	0.000	0.000
(d) Long-term Loan and Advances	199.670	212.720	186.110
(e) Other Non-current assets	0.090	1.600	1.600
Total Non-Current Assets	4392.090	3691.090	2819.480
(2) Current assets
(a) Current investments	0.220	0.220	0.090
(b) Inventories	0.630	1.550	0.000
(c) Trade receivables	274.200	138.240	147.680
(d) Cash and cash equivalents	41.560	193.840	180.370
(e) Short-term loans and advances	81.280	77.100	49.770
(f) Other current assets	0.000	0.000	0.000
Total Current Assets	397.890	410.950	377.910
TOTAL	4789.980	4102.040	3197.390

PROFIT & LOSS ACCOUNT

	PARTICULARS	31.03.2014	31.03.2013	31.03.2012
	SALES
	Income	1610.120	1304.350	994.650
	Other Income	8.250	12.550	14.150
	TOTAL	1618.370	1316.900	1008.800
Less	EXPENSES
	Purchases of Stock-in-Trade	1.180	2.870	0.000
	Changes in inventories of finished goods, work-in-progress and Stock-in-Trade	0.920	(1.550)	0.000
	Employees benefits expense	293.970	266.900	211.260
	Other expenses	507.750	411.000	332.840
	TOTAL	803.820	679.220	544.100
Less	PROFIT/ (LOSS) BEFORE INTEREST, TAX, DEPRECIATION AND AMORTISATION	814.550	637.680	464.700
Less	FINANCIAL EXPENSES	95.580	94.790	77.860
	PROFIT / (LOSS) BEFORE TAX, DEPRECIATION AND AMORTISATION	718.970	542.890	386.840
Less/ Add	DEPRECIATION/ AMORTISATION	222.660	132.270	109.430
Less/ Add	Exceptional Items	0.280	0.000	(3.680)
	PROFIT/ (LOSS) BEFORE TAX	496.030	410.620	281.090
Less	TAX	162.000	133.940	89.130
	PROFIT/ (LOSS) AFTER TAX	334.030	276.680	191.960
Add	PREVIOUS YEARS’ BALANCE BROUGHT FORWARD	618.810	440.780	304.130
Less	APPROPRIATIONS
	Proposed Dividend	39.270	39.270	30.150
	Corporate Dividend Tax	6.670	6.370	4.890
	Debenture Redemption Reserve	38.090	34.380	20.290
	General Reserve	16.700	18.630	0.000
	Total	100.730	98.650	55.330
	Balance Carried to the B/S	852.110	618.810	440.760
	EARNINGS IN FOREIGN CURRENCY	0.640	0.730	0.000
	TOTAL EARNINGS	0.640	0.730	0.000
	IMPORTS
	Gymnasium Equipments	62.730	68.250	58.870
	Furniture And Fixtures	0.000	4.690	9.450
	Products	0.630	0.000	0.000
	TOTAL IMPORTS	63.360	72.940	68.320
	Earnings / (Loss) Per Share (Rs.)	12.76	10.57	7.33

QUARTERLY RESULTS

PARTICULARS	30.09.2014 Unaudited (Rs. in Million)	30.06.2014 Unaudited (Rs. in Million)
Net Sales	1305.800	1302.500
Total Expenditure	1445.700	1150.200
PBIDT (Excl OI)	(139.900)	152.300
Other Income	19.200	11.400
Operating Profit	(120.700)	163.700
Interest	2.600	4.200
Exceptional Items	0.000	0.000
PBDT	(123.300)	159.500
Depreciation	22.100	32.000
Profit Before Tax	(145.400)	127.500
Tax	(47.000)	43.900
Provisions and contingencies	0.000	0.000
Profit After Tax	(98.400)	83.500
Extraordinary Items	0.000	0.000
Prior Period Expenses	0.000	0.000
Other Adjustments	0.000	0.000
Net Profit	(98.400)	83.500

KEY RATIOS

PARTICULARS		31.03.2014	31.03.2013	31.03.2012
Net Profit Margin PAT / Sales	(%)	20.74	21.21	19.29
Operating Profit Margin (PBDIT/Sales)	(%)	50.58	48.88	46.71
Return on Total Assets (PBT/Total Assets}	(%)	11.44	11.54	10.08
Return on Investment (ROI) (PBT/Networth)		0.21	0.20	0.20
Debt Equity Ratio (Total Liability/Networth)		0.67	0.61	0.88
Current Ratio (Current Asset/Current Liability)		0.45	0.75	0.88

FINANCIAL ANALYSIS

[all figures are in Rupees Millions]

DEBT EQUITY RATIO

Particular	31.03.2012	31.03.2013	31.03.2014
	(Rs. In Millions)	(Rs. In Millions)	(Rs. In Millions)
Share Capital	241.160	261.810	261.810
Reserves & Surplus	1163.570	1760.640	2048.730
Net worth	1404.730	2022.450	2310.540
long-term borrowings	1135.660	1191.260	1238.510
Short term borrowings	100.000	43.170	300.000
Total borrowings	1235.660	1234.430	1538.510
Debt/Equity ratio	0.880	0.610	0.666

YEAR-ON-YEAR GROWTH

Year on Year Growth	31.03.2012	31.03.2013	31.03.2014
	(Rs. In Millions)	(Rs. In Millions)	(Rs. In Millions)
Sales	994.650	1304.350	1610.120
		31.137	23.442

NET PROFIT MARGIN

Net Profit Margin	31.03.2012	31.03.2013	31.03.2014
	(Rs. In Millions)	(Rs. In Millions)	(Rs. In Millions)
Sales	994.650	1304.350	1610.120
Profit	191.960	276.680	334.030
	19.30%	21.21%	20.75%

LOCAL AGENCY FURTHER INFORMATION

CURRENT MATURITIES OF LONG TERM DEBTS

Particulars	31.03.2014 (Rs. In Millions)	31.03.2013 (Rs. In Millions)	31.03.2012 (Rs. In Millions)
Current maturities of long-term debts	272.070	241.400	139.500
Total	272.070	241.400	139.500

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

INDEX OF CHARGES

S. No.	Charge ID	Date of Charge Creation/Modification	Charge amount secured	Charge Holder	Address	Service Request Number (SRN)
1	10523884	12/09/2014	2,308,300,000.00	State Bank of India	Industrial Finance Branch, Shivsagar Estate,, 1st  Floor, Worli, Post Box No. 9934,, Mumbai, Maharashtra - 400018, INDIA	C25742776
2	10516184	04/08/2014	250,000,000.00	Axis Trustee Services Limited	Axis House, 2nd Flr, Bombay Dyeing Mills Compound, Pandurang Budhkar Marg, Worli,, Mumbai, Maharashtra - 400025, INDIA	C16176448
3	10493631	17/04/2014	250,000,000.00	Axis Trustee Services Limited	Axis House, 2nd Flr, Bombay Dyeing Mills Compound, Pandurang Budhkar Marg, Worli,, Mumbai, Maharashtra - 400025, INDIA	C03431087
4	10355988	25/04/2012	250,000,000.00	Axis Trustee Services Limited	Axis House, 2nd Flr, Bombay Dyeing Mills Compound, Pandurang Budhkar Marg, Worli,, Mumbai, Maharashtra - 400025, INDIA	B39672282
5	10288040	06/03/2014 *	50,000,000.00	Axis Trustee Services Limited	Axis House, 2nd Flr, Bombay Dyeing Mills Compound, Pandurang Budhkar Marg, Worli,, Mumbai, Maharashtra - 400025, INDIA	B98214703

UNSECURED LOANS

PARTICULAR	31.03.2014 (Rs. in Millions)	31.03.2013 (Rs. in Millions)
LONG TERM BORROWINGS
Long term maturities of finance lease obligations	10.050	0.000
SHORT TERM BORROWINGS
Short term loan	300.000	0.000
Total	310.050	0.000

REVIEW OF PERFORMANCE

In a country with gym penetration standing below 0.5%, the Company has a strong belief in the philosophy "Spreading Fitness. That’s our Karma". Apart from the core business of gymming, the Company has embarked on new initiatives like Nuform, Zumba programme, Reduce diet programme, Talwalkars David Lloyd Leisure consulting, which all act in complement to the core activity of gymming and would increase same store revenues as well as overall revenues. Talwalkars is leading from the front in this space of these fitness solutions and services. The Company now has 149 health clubs across 79 cities on consolidated basis.

THEIR SUBSIDIARIES

The Company’s decision to partner a local master franchise and set up health clubs through a 51% subsidiary approach on a franchise basis has been proved successful by the Company’s subsidiaries, namely Denovo Enterprises Private Limited, Equinox Wellness Private Limited, Aspire Fitness Private Limited and Jyotsna Fitness Private Limited. Their subsidiaries’ endeavour towards imparting good quality fitness services and thereby maintain the same benchmark as that of the Talwalkars

(1) Denovo Enterprises Private Limited with gym spread in Northern and Western India.

Denovo Enterprises Private Limited, a subsidiary of the Company, is sharing 38% of the total gym count under the subsidiaries head. Denovo’s health clubs are operational in Northern and Western India.

(2) Equinox Wellness Private Limited with gym spread in Eastern India.

Equinox Wellness Private Limited is a step-down subsidiary of the Company (direct subsidiary of Denovo Enterprises Private Limited). Equinox has its health club operational in Eastern India.

(3) Aspire Fitness Private Limited with gym spread in Western India.

Aspire Fitness Private Limited, a subsidiary of the Company, is sharing 38% of the total gym count under the subsidiaries head. Aspire’s health clubs are operational in Western India.

(4) Jyotsna Fitness Private Limited with gym spread in Western India.

Jyotsna Fitness Private Limited though relatively new entrant in the list of our subsidiaries, it is following the same quality footsteps as that of Talwalkars. Jyotsna Fitness’s health clubs are operational in Western India.

FIXED ASSETS

• Building
• Gym Equipment
• Furniture and Fixture
• Computer
• Air Conditioners
• Electrical Fittings
• Office Equipment

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.61.13
UK Pound	1	Rs.97.05
Euro	1	Rs.77.36

INFORMATION DETAILS

Information Gathered by :	SVA
Analysis Done by :	SUB
Report Prepared by :	PNM

SCORE & RATING EXPLANATIONS

SCORE FACTORS	RANGE	POINTS
HISTORY	1~10	8
PAID-UP CAPITAL	1~10	7
OPERATING SCALE	1~10	7
FINANCIAL CONDITION
--BUSINESS SCALE	1~10	8
--PROFITABILIRY	1~10	8
--LIQUIDITY	1~10	7
--LEVERAGE	1~10	7
--RESERVES	1~10	8
--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	YES
--OTHER MERIT FACTORS	YES/NO	YES
DEFAULTER
--RBI	YES/NO	NO
--EPF	YES/NO	NO
TOTAL		67

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.