MIRA INFORM REPORT

Report Date :

09.06.2014

IDENTIFICATION DETAILS

Name :	VISTA PROCESSED FOODS PRIVATE LIMITED
Registered Office :	M-75, MIDC Taloja, P. O. Box No. 49, Panvel, Raigad – 410208, Maharashtra
Country :	India
Financials (as on) :	31.03.2013
Date of Incorporation :	18.08.1995
Com. Reg. No.:	11-091929
Capital Investment / Paid-up Capital :	Rs. 45.486 Millions
CIN No.: [Company Identification No.]	U99999MH1995PTC091929
PAN No.: [Permanent Account No.]	AAACV1447R
Legal Form :	Private Limited Liability Company
Line of Business :	Manufacturer and Supplier of Individually Quick Frozen formed/coated/par fried/ fully cooked/ ready to cook frozen value added food products, including without limitation, processed poultry, vegetables, dough and other such products.
No. of Employees :	Not Divulged

RATING & COMMENTS

MIRA’s Rating :

B (26)

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

Maximum Credit Limit :	USD 210000
Status :	Moderate
Payment Behaviour :	Slow but correct
Litigation :	Clear
Comments :	Subject is an established company having a moderate track record. Reserves of the company seems to be low. However, trade relations are reported as fair. Business is active. Payment terms are reported to be slow but correct. The company can be considered for business dealings with some cautions.

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

US investment bank Goldman Sachs has upgraded its outlook on Indian markets as it expects positive impact of the election cycle.

India’s economy may grow 4.7 % in the current financial year, lower than the official estimate of 4.9 %, Fitch Rating said. The global rating agency expects the economy to pick up in the next two financial years.

Global ratings agency Standard & Poor said increasing focus by India Inc on lowering debt is likely to improve their credit profiles.

Singapore (1.1 million Indian tourists in 2012), Thailand (one million), the United Arab Emirates ().98 million) and Malaysia ().82 million) emerged as the preferred holidays hotspots for Indians. The total figure is expected to increase to 1.93 million by 2017, according to the latest Eurmonitor international report.

There is a $29.34 bn outward foreign direct investment by domestic companies between April and January of 2013/14 which has seen some signs of recovery according to a Care Ratings report.

There are 264 number of new companies being set up every day on average during 2014. Most of them are registered in Mumbai. India had 1.38 million registered companies at the end of January, 2014.

Twitter like messaging service Weibo Corporation has filed to raise $ 500 million via a US initial public offering. Alibaba, which owns a stake in Weibo is expected to raise about $ 15 billion New York this year in the highest profile Internet IPO since Facebook’s in 2012.

Bharti Airtel has raised Rs.2,453.2 crore (350 million Swiss Francs) by selling six-year bonds at a coupon rate of three per cent and maturing in 2020. This is the largest ever bond offering by an Indian company in Swiss Francs. Bharat Petroleum Corporation raised 175 million Swiss Francs by selling five year bonds at 2.98 % coupon rate in February.

Indian Oil Corporation plans to invest Rs 7650 crore in setting up a petrochemical complex at its almost complete Paradip refinery in Odhisha in three to four years. The company board is set to consider the setting up of a 700000 tonne per annum polypropylene plant at an estimated cost at Rs.3150 crore.

Global chief information officers at gathering in Bangalore in April to meet Indian startups at an event called Tech50 Watchout for Little Eye Labs-Facebook type deals in the making.

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

(CONTACT NO.: 91-22-49135000)

LOCATIONS

Registered Office :	M-75, MIDC Taloja, P. O. Box No. 49, Panvel, Raigad – 410208, Maharashtra, India
Tel. No.:	91-22-64569221/ 49135000/ 27412299/ 27425843
Fax No.:	91-22-27411312/ 27422741
E-Mail :	bhupinder-singh@vista-osi-group.com

DIRECTORS

AS ON 21.10.2013

Name :

Mr. Bhupinder Singh

Designation :

Managing director

Address :

Flat No. 903, 9^th Floor, Building No. 38/F11/B3, NRI Complex, Seawood Estate, Sector 54/56/58, Nerul, Navi Mumbai – 400706, Maharashtra, India

Date of Birth/Age :

05.11.1963

Qualification :

B.E., BOE, M.B.A.

Experience :

30 Years

Date of Appointment :

24.07.2012

PAN No.:

ACJPS4315F

DIN No.:

01691110

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	Company/ LLP Status	Defaulting status
1	U99999MH1995PTC091929	VISTA PROCESSED FOODS PRIVATE LIMITED	Managing director	24/07/2012	12/07/2001	Active	NO

Name :

Brady Jess Sidwell

Designation :

Nominee director

Address :

Flat A 8/F Amigo Mansion 79A Wong Nai Chung Road, Hong Kong

Date of Birth/Age :

11.10.1981

Date of Appointment :

06.09.2012

DIN No.:

05222041

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	Company/ LLP Status	Defaulting status
1	U99999MH1995PTC091929	VISTA PROCESSED FOODS PRIVATE LIMITED	Nominee director	06/09/2012	19/03/2012	Active	NO

Name :

Mr. Brent Jonathan Afman

Designation :

Nominee director

Address :

No. 326, Lane 418, Yunjian Road, Shanghai 200135

Date of Birth/Age :

15.03.1971

Date of Appointment :

06.09.2012

DIN No.:

05229752

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	Company/ LLP Status	Defaulting status
1	U99999MH1995PTC091929	VISTA PROCESSED FOODS PRIVATE LIMITED	Nominee director	06/09/2012	19/03/2012	Active	NO

Name :

Sreeja Rajagopalan Nair

Designation :

Alternate director

Address :

14, Citadel, Sector–14, Plot No. 9, Vashi, Navi Mumbai – 400703, Maharashtra, India

Date of Appointment :

12.02.2014

DIN No.:

06389796

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	Company/ LLP Status	Defaulting status
1	U99999MH1995PTC091929	VISTA PROCESSED FOODS PRIVATE LIMITED	Alternate director	12/02/2014	06/11/2012	Active	NO

KEY EXECUTIVES

Name :	Sreeja Rajagopalan Nair
Designation :	Secretary
Address :	14, Citadel, Sector–14, Plot No. 9, Vashi, Navi Mumbai – 400703, Maharashtra, India
Date of Appointment :	01.01.2011
PAN No.:	AFZPN9736J

MAJOR SHAREHOLDERS / SHAREHOLDING PATTERN

AS ON 21.10.2013

Names of Equity Shareholders	No. of Shares
Leges Corporation, USA #	1895500
Cardinal Foods Private Limited, India	10204
Total	1905704

Names of Preference Shareholder	No. of Shares
Leges Corporation, USA	2112496
Total	2112496

# Includes one equity share issued to Mr. Bhupinder Singh as Nominee of Leges Corporation.

AS ON 21.10.2013

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]	99.46
Bodies corporate	0.54
Total	100.00

BUSINESS DETAILS

Line of Business :

Manufacturer and Supplier of Individually Quick Frozen formed/coated/par fried/ fully cooked/ ready to cook frozen value added food products, including without limitation, processed poultry, vegetables, dough and other such products.

GENERAL INFORMATION

No. of Employees :

Not Divulged

Bankers :

Not Divulged

Facilities :

SECURED LOANS	31.03.2013 (Rs. In Millions)	31.03.2012 (Rs. In Millions)
LONG-TERM BORROWINGS
Rupee term loans from banks	213.077	376.100
Less: Term loans from others	20.744	70.939
Total	192.333	305.161

Banking Relations :	--
Auditors :
Name :	Lovelock and Lewes Chartered Accountants
Address :	252, Veer Savarkar Marg, Shivaji Park, Dadar (West), Mumbai, Maharashtra, India
Income-tax PAN of auditor or auditor's firm :	AAAPD9797M
Holding company :	Leges Corporation, USA
Other Related Party :	OSI International Foods (Australia) Pty Limited

CAPITAL STRUCTURE

AS ON 31.03.2013

Authorised Capital :

No. of Shares	Type	Value	Amount
12,800,000	Equity Shares	Rs. 15/- each	Rs. 192.000 Millions
27,500,000	Preference Shares	Rs. 8/- each	Rs. 220.000 Millions
	Total		Rs. 412.000 Millions

Issued, Subscribed & Paid-up Capital :

No. of Shares	Type	Value	Amount
1,905,704	Equity Shares	Rs. 15/- each	Rs. 28.586 Millions
2,112,496	Preference Shares	Rs. 8/- each	Rs. 16.900 Millions
	Total		Rs. 45.486 Millions

FINANCIAL DATA

[all figures are in Rupees Millions]

ABRIDGED BALANCE SHEET

SOURCES OF FUNDS	31.03.2013	31.03.2012	31.03.2011
I. EQUITY AND LIABILITIES
(1)Shareholders' Funds
(a) Share Capital	45.486	262.270	262.270
(b) Reserves & Surplus	7.636	(330.580)	(293.964)
(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)	53.122	(68.310)	(31.694)
(3) Non-Current Liabilities
(a) long-term borrowings	192.333	305.161	143.487
(b) Deferred tax liabilities (Net)	0.000	0.000	0.000
(c) Other long term liabilities	0.225	0.225	1.200
(d) long-term provisions	11.954	8.874	7.240
Total Non-current Liabilities (3)	204.512	314.260	151.927
(4) Current Liabilities
(a) Short term borrowings	94.487	95.121	89.764
(b) Trade payables	207.628	174.402	139.460
(c) Other current liabilities	143.734	114.315	141.822
(d) Short-term provisions	0.793	0.635	0.511
Total Current Liabilities (4)	446.642	384.473	371.557
TOTAL	704.276	630.423	491.790
II. ASSETS
(1) Non-current assets
(a) Fixed Assets
(i) Tangible assets	400.993	340.555	228.968
(ii) Intangible Assets	3.771	5.595	7.903
(iii) Capital work-in-progress	7.156	7.117	3.019
(iv) Intangible assets under development	0.000	0.000	0.000
(b) Non-current Investments	0.000	0.000	0.000
(c) Deferred tax assets (net)	0.000	0.000	0.000
(d) Long-term Loan and Advances	15.522	9.036	45.076
(e) Other Non-current assets	1.269	0.610	0.272
Total Non-Current Assets	428.711	362.913	285.238
(2) Current assets
(a) Current investments	0.000	0.000	0.000
(b) Inventories	75.821	90.411	78.645
(c) Trade receivables	157.460	147.227	88.688
(d) Cash and cash equivalents	7.679	3.726	5.445
(e) Short-term loans and advances	34.195	25.900	33.774
(f) Other current assets	0.410	0.246	0.000
Total Current Assets	275.565	267.510	206.552
TOTAL	704.276	630.423	491.790

PROFIT & LOSS ACCOUNT

PARTICULARS	31.03.2013	31.03.2012	31.03.2011
PROFIT/ (LOSS) AFTER TAX	(18.118)	(36.617)	3.145
Earnings/ (Loss) Per Share (Rs.)	(4.51)	(13.96)	1.20

KEY RATIOS

PARTICULARS	31.03.2013	31.03.2012	31.03.2011
Debt Equity Ratio (Total Debt/Networth)	5.40	(5.86)	(7.36)
Current Ratio (Current Asset/Current Liability)	0.62	0.70	0.56

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	262.270	262.270	45.486
Reserves & Surplus	(293.964)	(330.580)	7.636
Net worth	(31.694)	(68.310)	53.122
long-term borrowings	143.487	305.161	192.333
Short term borrowings	89.764	95.121	94.487
Total borrowings	233.251	400.282	286.820
Debt/Equity ratio	(7.359)	(5.860)	5.399

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	No
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	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

INDEX OF CHARGES: NO CHARGES EXIST FOR COMPANY

UNSECURED LOANS

UNSECURED LOANS	31.03.2013 (Rs. In Millions)	31.03.2012 (Rs. In Millions)
SHORT TERM BORROWINGS
Working capital loans from banks	70.000	0.000
Other loans and advances	24.487	95.121
Total	94.487	95.121

GENERAL INFORMATION

Subject was incorporated in August 1995. Vista is India’s premier food processing Company engaged inter alia in the business of manufacturing and supply of Individually Quick Frozen formed/coated/par fried/fully cooked/ready to cook frozen value added food products, including without limitation, processed poultry, vegetables, dough and other such products.

OPERATIONS AND FINANCIAL RESULTS:

In the financial year 2012-2013, the Company runs into 17th year of operation. The Company has grown about 7% over the previous year and had been able to maintain growth trend over last few years. The main customers of the Company are the franchisees of McDonald’s i.e. Hardcastle Restaurants Private Limited (HRPL), Connaught Plaza Restaurants Private Limited (CRPL), Radhakrishna Foodland Private Limited (RFPL) and Golden Kitchens Private Limited (GKPL) and third party Goderj Tyson / Exports to Middle east/Goli Wada and Subway.

The Company has excelled in its performance in terms of assured supply and predictable pricing. The installed capacity of the Company is 20,400 MT per annum for Veggie, Chicken and Pie Line and 800 MT per annum for Fresh Chilled Vegetables and Total annual installed capacity is 21,200 MT per annum.

During the year the Company has shifted process line for Frozen formed coated par fried Veggie range of Products from Taloja, Maharashtra to Sirhind, Punjab therefore creating new capacity for the North location. The Company has entered into a lease deed with Pagro Frozen Foods Private Limited for the leasing approx. area of 1425 square metres of their plant for setting up this process line. The plant was inaugurated and commissioned in October 2012.

During the year the Company has been in the process of creating new capacity for egg washing line in Hyderabad, South India.

Thus due to increase in capacity, the dependency on contingent stock has reduced and accordingly the Company has reduced its storage and inventory costs which was a major constraint.

The Company continues to excel in its commitment for assured supply / supplying consistent quality /sustainable and predictable e products to its valued customers.

During the year 2012-2013, the third party sales grew by 7% over the previous year. The Company can now meet the growing demands of the third party customer’s demand due to the new capacity created during the previous financial year and has now aggressive plans to grow in this category of business.

RESEARCH AND NEW PRODUCT DEVELOPMENT:

The Company first time in the McDonald’s system developed a whole dark meat forming technology for balancing of the Chicken bird meat reducing the waste and manually work at the deboning at slaughter house which has improve the chicken line productivity and spicy chicken product quality consistency. The Company has also launched several new products for McDonald’s during the year including grilled veggie and chicken patty,

Since the Company has introduced several new third party customers during the year, the Company has developed several new products for such customers.

FIXED ASSETS:

· Land

· Buildings

· Plant and equipment

· Furniture and fixtures

· Vehicles

· Office equipment

· Leasehold improvements

· 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. 59.20
UK Pound	1	Rs. 99.52
Euro	1	Rs. 80.83

INFORMATION DETAILS

Information Gathered by :	HNA
Analysis Done by :	RAS
Report Prepared by :	BVA

SCORE & RATING EXPLANATIONS

SCORE FACTORS	RANGE	POINTS
HISTORY	1~10	4
PAID-UP CAPITAL	1~10	3
OPERATING SCALE	1~10	3
FINANCIAL CONDITION
--BUSINESS SCALE	1~10	3
--PROFITABILIRY	1~10	2
--LIQUIDITY	1~10	3
--LEVERAGE	1~10	3
--RESERVES	1~10	2
--CREDIT LINES	1~10	3
--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
DEFAULTERS
--RBI	YES/NO	NO
--EPF	YES/NO	NO
TOTAL		26

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.