MIRA INFORM REPORT

Report Date :

06.05.2014

IDENTIFICATION DETAILS

Name :	GROVE LIMITED GROVE SNACKS PRIVATE LIMITED AMALGAMATED WITH GROVE LIMITED
Registered Office :	XXX/512, 45 A, Development Plot, Kalamassery - 683109, Kerala
Country :	India
Financials (as on) :	31.03.2013
Date of Incorporation :	27.06.1995
Com. Reg. No.:	09-009169
Capital Investment / Paid-up Capital :	Rs.34.900 Millions
CIN No.: [Company Identification No.]	U24222KL1995PLC009169
Legal Form :	A Closely Held Public Limited Liability Company
Line of Business :	Manufacturer of Snack Foods.
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 109000
Status :	Moderate
Payment Behaviour :	Slow but correct
Litigation :	Clear
Comments :	Subject is an established company having a moderate track record. There seems accumulated loss recorded by the company during 2013. However, trade relations are fair. Business is active. Payments terms are reported to be slow but correct. The company can be considered for business dealing 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 DENIED BY

Name :	Mr. Gregory
Designation :	Senior Head in Maintenance
Contact No.:	91-484-4089350
Date :	02.05.2014

LOCATIONS

Registered Office :	XXX/512, 45 A, Development Plot, Kalamassery - 683109, Kerala, India
Tel. No. :	91-484-4089350 / 4089300
Fax No. :	91-484-4089310
E-Mail :	mail@grovelimited.com sales@groveinfo.com hr@groveinfo.com
Website :	www.groveinfo.com
Sales Office :	Located At: ¨ Mumbai ¨ New Delhi ¨ Gujarat ¨ Bangalore

DIRECTORS

As on 05.09.2013

Name :

Pulinat Ettan Thomas

Designation :

Managing Director

Address :

50 / 934, Pulnattu House Bank Junction, Edappally, Ernakulam – 682084, Kerla, India

Date of Birth/Age :

25.04.1949

Date of Appointment :

15.06.2003

DIN No. :

00440825

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	U24299KL1994PLC007681	MERCHEM LIMITED	Managing director	01/07/2013	01/11/1995	-	Active	NO
2	U24222KL1995PLC009169	GROVE LIMITED	Managing director	07/07/2010	15/06/2003	-	Active	NO
3	U01135KL1994PTC007618	GROVE SNACKS PRIVATE LIMITED	Managing director	25/09/2004	25/09/2004	-	Amalgamated	NO

Name :

Jolly Thomas

Designation :

Director

Address :

50 / 934, Pulnattu House Bank Junction, Edappally, Ernakulam – 682084, Kerla, India

Date of Birth/Age :

24.04.1958

Date of Appointment :

27.06.1995

DIN No. :

00441125

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	U24299KL1991PTC005931	MERCHEM INDIA PVT LTD	Director	14/01/1991	14/01/1991	-	Active	NO
2	U24222KL1995PLC009169	GROVE LIMITED	Director	27/06/1995	27/06/1995	-	Active	NO

Name :

Lucy Jose

Designation :

Director

Address :

272/273, Hind Rajastha N.B. 3^rd Floor, Flat No. 2, Mumbai – 400022, Maharashtra, India

Date of Birth/Age :

02.03.1956

Date of Appointment :

30.08.1999

DIN No. :

02598177

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	U24299KL1991PTC005931	MERCHEM INDIA PVT LTD	Director	30/03/1998	30/03/1998	-	Active	NO
2	U24222KL1995PLC009169	GROVE LIMITED	Director	30/08/1999	30/08/1999	-	Active	NO

KEY EXECUTIVES

Name :	Mr. Gregory
Designation :	Senior Head in Maintenance

MAJOR SHAREHOLDERS / SHAREHOLDING PATTERN

As on 05.09.2013

Names of Shareholders	No. of Shares	Percentage of Holding
Jolly Thomas	11000	0.32
P. E. Thomas	3450000	98.85
K. George	500	0.01
Lucy Jose	10500	0.30
Aliamma Thomas	5500	0.16
Rajpaul Pulinat	1000	0.03
PM Raju	500	0.01
Annamma George	10000	0.29
C J Jose	1000	0.03
Total	3490000	100.00

As on 05.09.2013

Equity Share Break up (Percentage of Total Equity)

Category	Percentage of Holding
Directors or relatives of Directors	100.00
Total	100.00

BUSINESS DETAILS

Line of Business :

Manufacturer of Snack Foods.

GENERAL INFORMATION

No. of Employees :

Not Divulged

Bankers :

Canara Bank

Facilities :

SECURED LOANS	31.03.2013 (Rs. In Millions)	31.03.2012 (Rs. In Millions)
LONG TERM BORROWINGS
From Bank
Canara Bank	3.979	8.979
Hire Purchase Loans	0.141	0.255
From Others
NABARD	2.714	7.713
SHORT TERM BORROWINGS
Working capital loan from bank
Canara Bank	7.594	7.884
Total	14.428	24.831

NOTE:

LONG TERM BORROWINGS

1. Term loan from Canara Bank is secured by first charge on the entire fixed assets of the company located at Plot No. 45, Development Area Industrial Estate, Kalamassery in pari passu with NABARD and personal guarantee of all the directors.

2. Hire purchase loan is secured by way of charge on the vehicles purchased.

3. Term loan from NABARD is secured by first charge on the entire fixed assets of the company located at Plot No. 45, Development Area Industrial Estate, Kalamassery in pari passu with Canara Bank and personal guarantee of all the directors.

SHORT TERM BORROWINGS

1. Working capital limits are secured by hypothecation of stock of finished goods, work in progress, store, raw materials and secured charge on fixed assets of the company and personal guarantee of the all directors.

2. The above loans are repayable on demand.

Banking Relations :	--
Auditors :
Name :	K. Varghese Chartered Accountant
Address :	2^nd Floor, Choolackal Building, Opposite Metro Plaza, North Market Road, Kochi – 682014, Kerala, India
Tel No.:	91-484-2398398
Mobile No.:	91-9847046200 / 9287270400
Email :	mail@kvco.in
Website :	www.kvco.in
PAN No. :	AAAFK9688G
Associates :	¨ Merchem Limited ¨ Merchem (India) Private Limited

CAPITAL STRUCTURE

As on 31.03.2013

Authorised Capital :

No. of Shares	Type	Value	Amount
4000000	Equity Shares	Rs.10/- each	Rs.40.000 Millions

Issued, Subscribed & Paid-up Capital :

No. of Shares	Type	Value	Amount
3490000	Equity Shares	Rs.10/- each	Rs.34.900 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	34.900	34.900	34.900
(b) Reserves & Surplus	(7.537)	11.627	4.276
(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)	27.363	46.527	39.176
(3) Non-Current Liabilities
(a) long-term borrowings	76.035	60.541	65.430
(b) Deferred tax liabilities (Net)	0.000	0.000	0.000
(c) Other long term liabilities	5.302	5.266	5.106
(d) long-term provisions	2.024	1.217	0.000
Total Non-current Liabilities (3)	83.361	67.024	70.536
(4) Current Liabilities
(a) Short term borrowings	7.594	7.884	4.221
(b) Trade payables	3.002	3.039	1.606
(c) Other current liabilities	22.348	19.451	39.831
(d) Short-term provisions	0.811	0.591	0.104
Total Current Liabilities (4)	33.755	30.965	45.762
TOTAL	144.479	144.516	155.474
II. ASSETS
(1) Non-current assets
(a) Fixed Assets
(i) Tangible assets	106.108	116.757	65.095
(ii) Intangible Assets	0.000	0.000	0.000
(iii) Capital work-in-progress	0.000	0.000	57.346
(iv) Intangible assets under development	0.000	0.000	0.000
(b) Non-current Investments	3.580	3.580	3.580
(c) Deferred tax assets (net)	6.090	4.945	4.680
(d) Long-term Loan and Advances	3.160	2.926	0.425
(e) Other Non-current assets	0.000	0.000	0.000
Total Non-Current Assets	118.938	128.208	131.126
(2) Current assets
(a) Current investments	0.000	0.000	0.000
(b) Inventories	4.980	5.861	5.499
(c) Trade receivables	3.997	5.133	2.168
(d) Cash and cash equivalents	1.465	2.319	1.754
(e) Short-term loans and advances	15.099	2.995	14.927
(f) Other current assets	0.000	0.000	0.000
Total Current Assets	25.541	16.308	24.348
TOTAL	144.479	144.516	155.474

PROFIT & LOSS ACCOUNT

	PARTICULARS		31.03.2013	31.03.2012	31.03.2011
	SALES
		Income	40.347	26.884	39.586
		Other Income	7.899	6.987	4.651
		TOTAL	48.246	33.871	44.237
Less	EXPENSES
		Cost of Materials Consumed	19.320	13.733	5.877
		Changes in inventories of finished goods, work-in-progress and Stock-in-Trade	0.634	(0.123)	(0.396)
		Employees benefits expense	18.871	20.928	15.021
		Exceptional Item	0.000	(48.128)	0.000
		Other expenses	14.056	28.964	18.440
		TOTAL	52.881	15.374	38.942
	PROFIT/ (LOSS) BEFORE INTEREST, TAX, DEPRECIATION AND AMORTISATION		(4.635)	18.497	5.295
Less	FINANCIAL EXPENSES		4.206	5.441	5.361
	PROFIT / (LOSS) BEFORE TAX, DEPRECIATION AND AMORTISATION		(8.841)	13.056	(0.066)
Less/ Add	DEPRECIATION/ AMORTISATION		11.467	5.971	5.782
	PROFIT/ (LOSS) BEFORE TAX		(20.308)	7.085	(5.848)
Less	TAX		(1.144)	(0.266)	(3.030)
	PROFIT/ (LOSS) AFTER TAX		(19.164)	7.351	(2.818)
	EARNINGS IN FOREIGN CURRENCY
		Export of goods on FOB basis	2.903	0.323	NA
	TOTAL EARNINGS		2.903	0.323	NA
	IMPORTS
		Spares	0.094	0.000	NA
	TOTAL IMPORTS		0.094	0.000	NA
	Earnings / (Loss) Per Share (Rs.)		(5.49)	2.11	(0.81)

KEY RATIOS

PARTICULARS		31.03.2013	31.03.2012	31.03.2011
PAT / Total Income	(%)	(39.72)	21.70	(6.37)
Net Profit Margin (PBT/Sales)	(%)	(50.33)	26.35	(14.77)
Return on Total Assets (PBT/Total Assets}	(%)	(15.06)	5.21	(6.51)
Return on Investment (ROI) (PBT/Networth)		(0.74)	0.15	(0.15)
Debt Equity Ratio (Total Debt/Networth)		3.06	1.47	1.78
Current Ratio (Current Asset/Current Liability)		0.76	0.53	0.53

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	34.900	34.900	34.900
Reserves & Surplus	4.276	11.627	(7.537)
Net worth	39.176	46.527	27.363
long-term borrowings	65.430	60.541	76.035
Short term borrowings	4.221	7.884	7.594
Total borrowings	69.651	68.425	83.629
Debt/Equity ratio	1.778	1.471	3.056

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)
Sales	39.586	26.884	40.347
		(32.087)	50.078

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	39.586	26.884	40.347
Profit	(2.818)	7.351	(19.164)
	(7.12%)	27.34%	(47.50%)

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	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	No

UNSECURED LOANS

PARTICULAR	31.03.2013 (Rs. In Millions)	31.03.2012 (Rs. In Millions)
LONG TERM BORROWINGS
Loans and advance from related parties	69.201	43.594
Total	69.201	43.594

INDEX OF CHARGES

S.No.	Charge ID	Date of Charge Creation/Modification	Charge amount secured	Charge Holder	Address	Service Request Number (SRN)
1	10053882	28/03/2009 *	48,078,500.00	CANARA BANK	M G ROAD BRANCH, KARUNA BUILDINGS, ERNAKULAM, Kerala - 682035, INDIA	A61860268
2	10055648	24/05/2007 *	22,813,500.00	NATIONAL BANK FOR AGRICULTURAL AND RURAL DEVELOPMENT	REGIONAL OFFICE, TRIVANDRUM, TRIVANDRUM, Kerala - 695001, INDIA	A16956

* Date of charge modification

FIXED ASSETS

œ Land and Development

œ Building

œ Plant and Machinery

œ Office Equipment and fitting

œ Computers

œ Vehicles

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.60.05
UK Pound	1	Rs.101.32
Euro	1	Rs.83.34

INFORMATION DETAILS

Information Gathered by :	SVA
Analysis Done by :	RAS
Report Prepared by :	ANK

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
DEFAULTER
--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.