MIRA INFORM REPORT

Report Date :

23.06.2014

IDENTIFICATION DETAILS

Name :	GAP INTERNATIONAL SOURCING (INDIA) PRIVATE LIMITED
Registered Office :	Unit No. 201, DLF South Court, District Centre, Saket, New Delhi - 110017
Country :	India
Financials (as on) :	31.03.2013
Date of Incorporation :	18.03.2005
Com. Reg. No.:	55-134172
Capital Investment / Paid-up Capital :	Rs. 65.620 Millions
CIN No.: [Company Identification No.]	U51909DL2005PTC134172
TAN No.: [Tax Deduction & Collection Account No.]	DELG08216F
PAN No.: [Permanent Account No.]	AACCG3437E
Legal Form :	Private Limited Liability Company
Line of Business :	Subject is engaged in providing supply support service to parent company in USA.
No. of Employees :	300 (Approximately)

RATING & COMMENTS

MIRA’s Rating :

B (31)

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

Maximum Credit Limit :	USD 830000
Status :	Moderate
Payment Behaviour :	Slow but correct
Litigation :	Clear
Comments :	Subject is an established company having moderate track. The company has incurred a loss from its operations during 2013. However, no external borrowings are recorded by the company. Trade relations are reported to be fair. Business is active. Payment terms 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

NEWS

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 PARTED BY (GENERAL DETAILS)

Name :	Mr. Pawan Kumar
Designation :	Company Secretory
Contact No.:	91-11-41822222
Date :	20.06.2014

LOCATIONS

Registered Office :	Unit No. 201, DLF South Court, District Centre, Saket, New Delhi – 110017, India
Tel. No.:	91-11-41822222
Fax No.:	91-11-41822222
E-Mail :	pawan_varshney@gap.com
Website :	http://www.gap.com
Location :	Owned
Spoke Office 1 :	Unit No 208/209 Wing –B, Parad, Mumbai – 400064, Maharashtra, India
Spoke Office 2 :	Located At : Bangalore

DIRECTORS

AS ON 27.09.2013

Name :

Lisa Deborah Mertens

Designation :

Alternate director

Address :

659 Rhode Island Street, San Francisco,94107

Date of Birth/Age :

07.05.1965

Date of Appointment :

13.06.2012

DIN No. :

01925809

Other Directorship :

S.No.	CIN/LLPIN	Name of the Company/ LLP	Current designation of the Director/ Designated Partner	Date of appointment at current designation	Original date of appointment	Date of cessation	Company/ LLP Status	Defaulting status
1	U51909DL2005PTC134172	GAP INTERNATIONAL SOURCING (INDIA) PRIVATE LIMITED	Alternate director	13/06/2012	31/10/2005	-	Active	NO

Name :

Mr. Rajiv Malik

Designation :

Managing director

Address :

2nd and 3rd Floor,C-386, Defence Colony, New Delhi – 110024, India

Date of Birth/Age :

25.05.1967

Date of Appointment :

24.09.2012

Qualification :

MBA – Marketing and International Business

DIN No. :

05303880

Other Directorship :

S.No.	CIN/LLPIN	Name of the Company/ LLP	Current designation of the Director/ Designated Partner	Date of appointment at current designation	Original date of appointment	Date of cessation	Company/ LLP Status	Defaulting status
1	U51909DL2005PTC134172	GAP INTERNATIONAL SOURCING (INDIA) PRIVATE LIMITED	Managing director	24/09/2012	13/06/2012	-	Active	NO

Name :

Michael Zientek

Designation :

Director

Address :

476, 27^th Street San Francisco Usa, 94131

Date of Birth/Age :

01.08.1957

Date of Appointment :

27.09.2013

DIN No. :

06415481

Other Directorship :

S.No.	CIN/LLPIN	Name of the Company/ LLP	Current designation of the Director/ Designated Partner	Date of appointment at current designation	Original date of appointment	Date of cessation	Company/ LLP Status	Defaulting status
1	U51909DL2005PTC134172	GAP INTERNATIONAL SOURCING (INDIA) PRIVATE LIMITED	Director	27/09/2013	12/12/2012	-	Active	NO

Name :

Paul Hampton Adams

Designation :

Director

Address :

1129, Harvard Road, Piedmont CA 94610

Date of Birth/Age :

28.07.1962

Date of Appointment :

27.09.2013

DIN No. :

06511781

Other Directorship :

S.No.	CIN/LLPIN	Name of the Company/ LLP	Current designation of the Director/ Designated Partner	Date of appointment at current designation	Original date of appointment	Date of cessation	Company/ LLP Status	Defaulting status
1	U51909DL2005PTC134172	GAP INTERNATIONAL SOURCING (INDIA) PRIVATE LIMITED	Director	27/09/2013	19/03/2013	-	Active	NO

Name :

Mr. Deepak Kapur

Designation :

Alternate Director

Address :

B-3/8, 1^st Floor, Safdarjung Enclave, New Delhi – 110029, India

Date of Birth/Age :

20.12.1969

Date of Appointment :

19.03.2013

Qualification :

B.A. (Honours Economics), CA, MBA from FMS, Delhi

DIN No. :

06511787

Name :	Mr. David Dilveer Singh Hayer
Designation :	Managing Director
Address :	Second Floor F 2/2, Vasant Vihar New Delhi - 110057, India
Date of Birth/Age :	28.09.1977
Date of Appointment :	11.12.2013
DIN No. :	06746522
Qualification :	B.A Economics

KEY EXECUTIVES

Name :	Mr. Pawan Kumar
Designation :	Secretary
Address :	E - 22 Arya Nagar Apartments, 91 Ipex, Delhi -110092, India
Date of Birth/Age :	22.05.1974
Date of Appointment :	15.12.2009
PAN No.:	AAMPK1123A

MAJOR SHAREHOLDERS / SHAREHOLDING PATTERN

AS ON 27.09.2013

Names of Shareholders	No. of Shares
Gap International Sourcing Inc, San Fransico	6561999
Gap International Sourcing (USA) Inc, San Fransico	1
Total	6562000

AS ON 27.09.2013

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

BUSINESS DETAILS

Line of Business :

Subject is engaged in providing supply support service to parent company in USA.

Products :

Item Code No. (ITC Code)	Product Description
85167990	Service

GENERAL INFORMATION

No. of Employees :	300 (Approximately)
Bankers :	Citi Bank, Connaught Place, New Delhi, India

Banking Relations :	--
Auditors :
Name :	Deloitte Haskins and Sells Chartered Accountants
Address :	07^th Floor, Building No. 10, Tower B, DLF Cyber City Complex, Phase-II, Gurgaon - 122002, Haryana, India
PAN No.:	AABFD2095B
Ultimate Holding Company:	The GAP Inc, United States
Holding Company :	G A P International Sourcing Inc
Associates:	GPS Strategic Alliances LLC GPS Consumer Direct Inc

CAPITAL STRUCTURE

AS ON 27.09.2013

Authorised Capital :

No. of Shares	Type	Value	Amount
9000000	Equity Shares	Rs.10/- each	Rs.90.000 Millions

Issued, Subscribed & Paid-up Capital :

No. of Shares	Type	Value	Amount
6562000	Equity Shares	Rs.10/- each	Rs.65.620 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	65.620	65.620	65.620
(b) Reserves & Surplus	140.720	171.128	102.704
(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)	206.340	236.748	168.324
(3) Non-Current Liabilities
(a) long-term borrowings	0.000	0.000	0.000
(b) Deferred tax liabilities (Net)	0.000	0.000	0.000
(c) Other long term liabilities	35.717	11.098	6.659
(d) long-term provisions	6.617	6.092	4.081
Total Non-current Liabilities (3)	42.334	17.190	10.740
(4) Current Liabilities
(a) Short term borrowings	0.000	0.000	0.000
(b) Trade payables	24.559	32.571	15.420
(c) Other current liabilities	57.154	3.394	7.262
(d) Short-term provisions	61.029	1.097	2.837
Total Current Liabilities (4)	142.742	37.062	25.519
TOTAL	391.416	291.000	204.583
II.          ASSETS
(1) Non-current assets
(a) Fixed Assets
(i) Tangible assets	106.428	25.103	17.355
(ii) Intangible Assets	0.603	0.824	0.478
(iii) Capital work-in-progress	0.000	0.000	4.595
(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)	25.087	14.779	13.998
(d) Long-term Loan and Advances	95.720	68.439	24.610
(e) Other Non-current assets	0.000	0.000	0.000
Total Non-Current Assets	227.838	109.145	61.036
(2) Current assets
(a) Current investments	0.000	0.000	0.000
(b) Inventories	0.000	0.000	0.000
(c) Trade receivables	89.544	3.638	99.775
(d) Cash and cash equivalents	62.264	165.801	31.752
(e) Short-term loans and advances	7.717	10.383	11.961
(f) Other current assets	4.053	2.033	0.059
Total Current Assets	163.578	181.855	143.547
TOTAL	391.416	291.000	204.583

PROFIT & LOSS ACCOUNT

	PARTICULARS	31.03.2013	31.03.2012	31.03.2011
	SALES
	Service Income	833.552	585.932	592.441
	Other Income	11.261	24.959	0.380
	TOTAL (A)	844.813	610.891	592.821
Less	EXPENSES
	Administrative and Other expenses	206.978	146.634	156.475
	Employees benefits expense	500.827	348.626	344.671
	TOTAL (B)	707.805	495.260	501.146
Less	PROFIT/ (LOSS) BEFORE INTEREST, TAX, DEPRECIATION AND AMORTISATION (C)	137.008	115.631	91.675
Less	FINANCIAL EXPENSES (D)	44.338	0.113	0.089
	PROFIT / (LOSS) BEFORE TAX, DEPRECIATION AND AMORTISATION (C-D) (E)	92.670	115.518	91.586
Less/ Add	DEPRECIATION/ AMORTISATION (F)	16.395	14.159	13.987
	PROFIT/ (LOSS) BEFORE TAX (E-F) (G)	76.275	101.359	77.599
Less	TAX (H)	106.683	32.935	(2.550)
	PROFIT/ (LOSS) AFTER TAX (G-H) (I)	(30.408)	68.424	80.149
	EARNINGS IN FOREIGN CURRENCY
	F.O.B. Value of Exports	833.552	585.932	592.441
	TOTAL EARNINGS	833.552	585.932	592.441
	Earnings / (Loss) Per Share (Rs.)	(4.63)	10.43	7.79

KEY RATIOS

PARTICULARS		31.03.2013	31.03.2012	31.03.2011
PAT / Total Income	(%)	(3.60)	11.20	13.52
Net Profit Margin (PBT/Sales)	(%)	9.15	17.30	13.10
Return on Total Assets (PBT/Total Assets}	(%)	20.82	36.69	41.72
Return on Investment (ROI) (PBT/Networth)		0.37	0.43	0.46
Debt Equity Ratio (Total Debt /Networth)		0.00	0.00	0.00
Current Ratio (Current Asset/Current Liability)		1.15	4.91	5.63

FINANCIAL ANALYSIS

[all figures are in Rupees Millions]

DEBT EQUITY RATIO

Particulars	31.03.2011	31.03.2012	31.03.2013
	(Rs. In Millions)	(Rs. In Millions)	(Rs. In Millions)
Share Capital	65.620	65.620	65.620
Reserves & Surplus	102.704	171.128	140.720
Net worth	168.324	236.748	206.340
long-term borrowings	0.000	0.000	0.000
Short term borrowings	0.000	0.000	0.000
Total borrowings	0.000	0.000	0.000
Debt/Equity ratio	0.000	0.000	0.000

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)
Service Income	833.552	585.932	592.441
		(29.707)	1.111

NET PROFIT MARGIN

Net Profit Margin	31.03.2011	31.03.2012	31.03.2013
	(Rs. In Millions)	(Rs. In Millions)	(Rs. In Millions)
Service Income	833.552	585.932	592.441
Profit/(Loss) After Tax	80.149	68.424	(30.408)
	9.62%	11.68%	(5.13%)

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	Yes
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	No
25]	Conduct of the banking account	-------
26]	Buyer visit details	-------
27]	Financials, if provided	Yes
28]	Incorporation details, if applicable	Yes
29]	Last accounts filed at ROC	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

OPERATIONS:

During the year of its operations, the Company has recorded an income of Rs. 844.814 Millions comprising service income and other revenue. The total expenditure amounted to Rs. 768.539 Millions which includes provision for depreciation valuing Rs. 16.395 Millions. Net loss after provision for tax amounted to Rs. 30.408 Millions which has been deducted from Reserve and Surplus in the Balance Sheet.

SEGMENT INFORMATION

The business activities of the Company includes facilitation of sourcing of goods and products from India including identification of vendors, procurement of raw material and to provide assistance to the vendors in designing, inspection and quality control and ensure delivery of the goods as per schedule. The disclosure as required under Accounting Standard 17 on segment reporting has not been provided as the Company deals in one business segment and in one geographical area.

NOTE :

The registered office of the company has been shifted from B 1/I 2, Mohan Cooperative Industrial Estate, Mathura Road, New Delhi - 110044, India to the present address w.e.f. 01.02.2013.

INDEX OF CHARGES : NO CHARGES EXIST FOR COMPANY

FIXED ASSETS

• Furniture and fixtures
• Vehicles
• Motor vehicles
• Office equipment
• Computer equipments
• 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 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.60.28
UK Pound	1	Rs.102.77
Euro	1	Rs.82.12

INFORMATION DETAILS

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

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	5
--RESERVES	1~10	5
--CREDIT LINES	1~10	3
--MARGINS	-5~5	---
DEMERIT POINTS
--BANK CHARGES	YES/NO	NO
--LITIGATION	YES/NO	NO
--OTHER ADVERSE INFORMATION	YES/NO	NO
MERIT POINTS
--SOLE DISTRIBUTORSHIP	YES/NO	NO
--EXPORT ACTIVITIES	YES/NO	NO
--AFFILIATION	YES/NO	YES
--LISTED	YES/NO	NO
--OTHER MERIT FACTORS	YES/NO	YES
DEFAULTER
--RBI	YES/NO	NO
--EPF	YES/NO	NO
TOTAL		31

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.