MIRA INFORM REPORT

Report Date :

08.07.2014

IDENTIFICATION DETAILS

Name :	NUANCE GROUP (INDIA) PRIVATE LIMITED (w.e.f. 16.03.2007)
Formerly Known As :	SHOPPER’S STOP DUTY FREE PRIVATE LIMITED
Registered Office :	Eureka Towers, B Wing, 9^th Floor, Mindspace, Link Road, Malad (West), Mumbai – 400064, Maharashtra
Country :	India
Financials (as on) :	31.12.2012
Date of Incorporation :	12.12.2006
Com. Reg. No.:	11-166148
Capital Investment / Paid-up Capital :	Rs. 728.200 Millions
CIN No.: [Company Identification No.]	U51228MH2006PTC166148
TAN No.: [Tax Deduction & Collection Account No.]	MUMN14745D
PAN No.: [Permanent Account No.]	AAKCS4860P
Legal Form :	Private Limited Liability Company
Line of Business :	Subject is engaged in the business of retailing products through duty free retail outlets at international airports.
No. of Employees :	Information declined by the management

RATING & COMMENTS

MIRA’s Rating :

B (28)

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

Maximum Credit Limit :	USD 3100000
Status :	Moderate
Payment Behaviour :	Slow but correct
Litigation :	Clear
Comments :	Subject is a joint venture between “Nuance Group and Shoppers Stop Limited”. It is an established company having moderate track record. Management of the company not filed its latest financial i.e. Dec 2013 with the government department. As per the available financial of Dec 2012, the company has recorded some accumulated losses. However, trade relations are reported to be fair. Business is active. Payments are reported to be slow but correct. The company can be considered for business dealings with some caution.

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 – March 31, 2014

Country Name	Previous Rating (31.12.2013)	Current Rating (31.03.2014)
India	A1	A1

Risk Category	ECGC Classification
Insignificant	A1
Low	A2
Moderate	B1
High	B2
Very High	C1
Restricted	C2
Off-credit	D

INDIAN ECONOMIC OVERVIEW

N E W S

The economy grew 4.7 %in 2013/14, marking a second straight year of sub-5 % growth – the worst slowdown in more than a quarter of a century. The data was below an official estimate of 4.9 % annual growth and compared with 4.5 % in the last fiscal year. However, the current account deficit narrowed sharply to $ 32.4 billion at 1.7 % of gross domestic product, in 2013/14 from a record high of $ 98.8 billion or 4.7 %, the year before.A sharp fall in gold imports due to restrictions on overseas purchases and muted import of capital goods helped shrink the current account deficit.

Online retailer Flipkart has acquired fashion portal Myntra as it prepares to battle with the rapidly expanding India arm of the global e-commerce giant Amazon. The company raised $ 210 million from Russian Investment firm DST Global which has also invested in companies like Facebook, Twitter and Alibaba Group.

General Motors will start exporting vehicles from its Talegaon plant near Pune in the second half of 2014. GM was one of the few global carmakers that was using its India plant only for the domestic market.

Google has overtaken Apple as the world’s top brand in terms of value, according to global market research agency Millward Brown. Google’s brand value shot up 40 % in a year to $ 158.84 billion. The top 10 of the 100 slots were dominated by US companies.

Infosys lost another heavy weight when B G Srinivas, a board member put in his papers. He is the third CEO-hopeful to quit after Chairman N R Narayana Murthy’s return to the company – Ashok Vemuri and V Balakrishnan being the other two.While Vemuri went on to lead IGate, Balakrishnan joined politics.

Naresh Goyal – promoted Jet Airways posted biggest quarterly loss – Rs 2153.37 crore – in the three months ended March 31, mainly because it has been offering discounts to passengers to fill planes.

William S Pinckney – Chairman and CEO of Amway India was arrested by the Andhra Pradesh Police in connection with a complaint against the direct selling firm. This is the second time that he has been taken into custody. A year, ago the Kerala Police had arrested Pinckney and two company directors on charges of financial irregularities.

China has told its state-owned enterprises to sever links with American consulting firms after the United States charged five Chinese military officers wih hacking US companies. China’s action which targets consultancies like McKinsey & Co. and the Boston Consulting Group, sterns from fears that the first are providing trade secrets to the US governments.

India has emerged as a country with some of the highest unregistered businesses in the world. Indonesia has the maximum number of shadow businesses, says a study of 68 countries by Imperial College Business School in London.

Pfizer has abandoned its attempt to buy AstraZeneca for nearly $ 118 billion after the latter refused an offer of 55 pounds a share.

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

Management non-cooperative. (Tel. No.: 91-22-28800808)

LOCATIONS

Registered Office :	Eureka Towers, B Wing, 9^th Floor, Mindspace, Link Road, Malad (West), Mumbai – 400064, Maharashtra, India
Tel. No.:	91-22-66887688/ 28800808/ 42497000/ 66887239 / 66783700
Fax No.:	91-22-28445060/ 66887455/ 28808877
E-Mail :	chandrashekarn@shoppersstop.co.in prashant.mehta@shoppersstop.com achullivil@thenuancegroup.com
Website :	http://www.shoppersstop.com http://www.thenuancegroup.com
Location :	Owned
Corporate Office :	Bangalore International Airport, Alpha 3, Airline Bldg. 1^st Floor, Devanahalli – 560300, Bangalore, India
Tel. No.:	91-80-66783700
Fax No.:	91-80-66783701
E-Mail :	dsrinivasan@thenuancegroup.com
Global Headquarters :	· Australia · Canada · China · France · Germany · Hon Kong · India · Macau · Malta · Malaysia · Singapore · Sweden · Switzerland – Geneva Airport · Switzerland – Zurich Airport · Turkey · United Kingdom · Denver · USA

DIRECTORS

As on: 29.06.2012

Name :	Mr. Roberto Graziani
Designation :	Director
Address :	Lindenstrasse 7, 8125 Zollokerberg, Switzerland
Date of Birth/Age :	25.11.1964
Date of Appointment :	08.02.2007
DIN No.:	01236846
Name :	Mr. Carlo Bernasconi
Designation :	Director
Address :	Homstrasse 30, 5015 Erliinsbach SO, Switzerland
Date of Birth/Age :	05.09.1960
Date of Appointment :	08.02.2007
DIN No.:	01236974
Name :	Mr. Salil Puliankodan Kunjiraman Nair
Designation :	Director
Address :	Flat No. 201, 20^th Floor, Yugdharma, Link Road, Malad (West), Mumbai – 400064, Maharashtra, India
Date of Birth/Age :	01.06.1965
Date of Appointment :	18.10.2007
DIN No.:	01955091
Name :	Mr. Sanjay Chakravarti
Designation :	Director
Address :	Flat No.1101, B Wing, Anmol Apartments, Excel Industrial Estate, Opposite Patel Auto, Off. S. V. Road, Goregaon (West), Mumbai-400062, Maharashtra, India
Date of Birth/Age :	05.11.1969
Date of Appointment :	29.06.2012
DIN No.:	05246624
Name :	Mr. Nicholas Girotto
Designation :	Director
Name :	Mr. Vinay Bhatiya
Designation :	Director

MAJOR SHAREHOLDERS / SHAREHOLDING PATTERN

As on: 29.06.2012

Names of Shareholders	No. of Shares
Shoppers Stop Limited, Mumbai, India	36410000
The Nuance Group AG, Switzerland, India	36410000
Total	72820000

Equity Share Break up (Percentage of Total Equity)

As on: 29.06.2012

Category	Percentage
Foreign holdings [Foreign institutional investors, Foreign Companies, Foreign Financial Institutions, Non-resident Indian or Overseas corporate bodies or others]	50.00
Bodies corporate	50.00
Total	100.00

BUSINESS DETAILS

Line of Business :

Subject is engaged in the business of retailing products through duty free retail outlets at international airports.

GENERAL INFORMATION

No. of Employees :	Information declined by the management
Bankers :	IDBI Bank Limited, 47, Opus Center, Central Road, MIDC, Andheri (East), Mumbai-400093, Maharashtra, India Tel No. 91-22-28254601 Calyon Bank, Hoechst House, 11th, 12th and 14th Floors, Nariman Point, Mumbai - 400021, Maharashtra, India IDBI Bank Limited, Bangalore – 560001, India Axis Bank , Bangalore – 560001, India

Banking Relations :	--
Auditors :
Name :	Delloitte Haskins and Sells Chartered Accountants
Address :	12, Dr. Annie Besant Road, Opposite Shiv Sagar Estate, Worli, Mumbai – 400018, Maharashtra, India
Tel. No.:	91-22-66679030
Fax No.:	91-22-66679100
PAN No.:	AACFD4815A
Joint Venture : (As on 31.12.2011)	The Nuance Group AG, Switzerland, India Shoppers Stop Limited CIN No.:- L51900MH1997PLC108798

CAPITAL STRUCTURE

As on: 29.06.2012

Authorised Capital :

No. of Shares	Type	Value	Amount
85000000	Equity Shares	Rs.10/- each	Rs.850.000 Millions

Issued, Subscribed & Paid-up Capital :

No. of Shares	Type	Value	Amount
72820000	Equity Shares	Rs.10/- each	Rs.728.200 Millions

FINANCIAL DATA

[all figures are in Rupees Millions]

ABRIDGED BALANCE SHEET

SOURCES OF FUNDS		31.12.2012	31.12.2011	31.12.2010
SHAREHOLDERS FUNDS
1] Share Capital		728.200	728.200	728.200
2] Share Application Money		0.000	0.000	0.000
3] Reserves & Surplus		0.000	0.000	0.000
4] (Accumulated Losses)		(520.500)	(522.615)	(545.566)
NETWORTH		207.700	205.585	182.634
LOAN FUNDS
1] Secured Loans		0.000	0.000	115.000
2] Unsecured Loans		55.000	55.000	0.000
TOTAL BORROWING		55.000	55.000	115.000
DEFERRED TAX LIABILITIES		0.000	0.000	0.000
TOTAL		262.700	260.585	297.634
APPLICATION OF FUNDS
FIXED ASSETS [Net Block]		21.000	78.235	101.321
Capital work-in-progress		0.000	0.000	0.000
INVESTMENT		0.000	0.000	0.000
DEFERREX TAX ASSETS		0.000	0.000	0.000
CURRENT ASSETS, LOANS & ADVANCES
	Inventories	138.400	128.174	128.494
	Sundry Debtors	15.000	17.679	19.965
	Cash & Bank Balances	130.200	64.232	69.265
	Other Current Assets	8.000	0.000	0.000
	Loans & Advances	175.400	175.698	229.713
Total Current Assets		467.000	385.783	447.437
Less : CURRENT LIABILITIES & PROVISIONS
	Sundry Creditors		198.881	244.068
	Other Current Liabilities	224.300	3.802	6.440
	Provisions	1.000	0.750	0.616
Total Current Liabilities		225.300	203.433	251.124
Net Current Assets		241.700	182.350	196.313
MISCELLANEOUS EXPENSES		0.000	0.000	0.000
TOTAL		262.700	260.585	297.634

PROFIT & LOSS ACCOUNT

	PARTICULARS		31.12.2012	31.12.2011	31.12.2010
	SALES
		Income	797.300
		Other Income	1.800
		TOTAL (A)	799.100	651.183	650.193
Less	EXPENSES
		Cost of goods	353.000
		Administrative Expenses	319.700
		Other Expenses	55.100
		TOTAL (B)	727.800	600.290	647.258
Less	PROFIT BEFORE INTEREST, TAX, DEPRECIATION AND AMORTISATION (A-B) (C)		71.300	50.893	2.935
Less	FINANCIAL EXPENSES (D)		8.200	2.840	28.526
	PROFIT / (LOSS) BEFORE TAX, DEPRECIATION AND AMORTISATION (C-D) (E)		63.100	48.053	(25.591)
Less/ Add	DEPRECIATION/ AMORTISATION (F)		61.000	25.102	39.151
	PROFIT / (LOSS) BEFORE TAX (E-F) (G)		2.100	22.951	(64.742)
Less	TAX (H)		0.000	0.000	0.000
	PROFIT / (LOSS) AFTER TAX (G-H) (I)		2.100	22.951	(64.742)
Add	PREVIOUS YEARS’ BALANCE BROUGHT FORWARD		(522.615)	(545.566)	(480.824)
	BALANCE CARRIED TO THE B/S		(520.515)	(522.615)	(545.566)
	EARNINGS IN FOREIGN CURRENCY
		Foreign currency and foreign credit collection on sale of merchandise	NA	485.445	459.180
		Other retail operating income received in foreign currency	NA		54.079
	TOTAL EARNINGS		NA	485.445	513.259
	IMPORTS
		Purchase of Machineries	NA	NA	234.749
	TOTAL IMPORTS		NA	NA	234.749
	Earnings / (Loss) Per Share (Rs.)		0.02	0.32	(0.89)

KEY RATIOS

PARTICULARS		31.12.2012	31.12.2011	31.12.2010
PAT / Total Income	(%)	0.26	3.74	(9.96)
Net Profit Margin (PBT/Sales)	(%)	0.26	NA	NA
Return on Total Assets (PBT/Total Assets}	(%)	0.43	4.95	(11.80)
Return on Investment (ROI) (PBT/Networth)		0.01	0.11	(0.35)
Debt Equity Ratio (Total Debt/Networth)		0.26	0.27	0.62
Current Ratio (Current Asset/Current Liability)		2.07	1.90	1.78

FINANCIAL ANALYSIS

[all figures are in Rupees Millions]

DEBT EQUITY RATIO

Particular	31.03.2011	31.03.2012	31.03.2013
	(Rs. In Millions)	(Rs. In Millions)	(Rs. In Millions)
Share Capital	728.200	728.200	728.200
Reserves & Surplus	0.000	0.000	0.000
(Accumulated Losses)	(545.566)	(522.615)	(520.500)
Net worth	182.634	205.585	207.700
Secured Loans	115.000	0.000	0.000
Unsecured Loans	0.000	55.000	55.000
Total borrowings	115.000	55.000	55.000
Debt/Equity ratio	0.630	0.268	0.265

YEAR-ON-YEAR GROWTH

Year on Year Growth	31.03.2011	31.03.2012	31.03.2013
	(Rs. In Millions)	(Rs. In Millions)	(Rs. In Millions)
Total Income	650.193	651.183	799.100
		0.152	22.715

NET PROFIT MARGIN

Net Profit Margin	31.03.2011	31.03.2012	31.03.2013
	(Rs. In Millions)	(Rs. In Millions)	(Rs. In Millions)
Sales	650.193	651.183	799.100
Profit	-64.742	22.951	2.100
	-9.96%	3.52%	0.26%

LOCAL AGENCY FURTHER INFORMATION

Sr. No.	Check List by Info Agents	Available in Report (Yes / No)
1]	Year of Establishment	Yes
2]	Locality of the firm	Yes
3]	Constitutions of the firm	Yes
4]	Premises details	No
5]	Type of Business	Yes
6]	Line of Business	Yes
7]	Promoter's background	Yes
8]	No. of employees	No
9]	Name of person contacted	No
10]	Designation of contact person	No
11]	Turnover of firm for last three years	Yes
12]	Profitability for last three years	Yes
13]	Reasons for variation <> 20%	--
14]	Estimation for coming financial year	Yes
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

UNSECURED LOAN

(Rs. In Millions)

Particulars	As on 31.12.2012	As on 31.12.2011
Rupee term loans unsecured	55.000	55.000
Total	55.000	55.000

INDEX OF CHARGES

S. No.	Charge ID	Date of Charge Creation/Modification	Charge amount secured	Charge Holder	Address	Service Request Number (SRN)
1	10258805	30/11/2010	165,000,000.00	IDBI BANK LIMITED	47,OPUS CENTER, CENTRAL ROAD, MIDC ,ANDHERI EAST, MUMBAI, MAHARASHTRA - 400093, INDIA	B01834936

FIXED ASSETS

• Shop Fittings
• Leasehold Improvements
• Office Equipments
• Computer Hardware
• 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.59.95
UK Pound	1	Rs.102.78
Euro	1	Rs.81.39

INFORMATION DETAILS

Information Gathered by :	HTL
Analysis Done by :	DIV
Report Prepared by :	NKT

SCORE & RATING EXPLANATIONS

SCORE FACTORS	RANGE	POINTS
HISTORY	1~10	4
PAID-UP CAPITAL	1~10	4
OPERATING SCALE	1~10	3
FINANCIAL CONDITION
--BUSINESS SCALE	1~10	4
--PROFITABILIRY	1~10	3
--LIQUIDITY	1~10	3
--LEVERAGE	1~10	3
--RESERVES	1~10	2
--CREDIT LINES	1~10	2
--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		28

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.