MIRA INFORM REPORT

Report Date :

10.10.2014

IDENTIFICATION DETAILS

Name :	GENERAL MILLS INDIA PRIVATE LIMITED
Formerly Known As :	GODREJ PILLSBURY LIMITED
Registered Office :	902, Ventura, Hiranandani Business Park, Powai, Mumbai – 400076, Maharashtra
Country :	India
Financials (as on) :	31.03.2013
Date of Incorporation :	23.11.1995
Com. Reg. No.:	11-094741
Capital Investment / Paid-up Capital :	Rs. 955.100 Millions
CIN No.: [Company Identification No.]	U15510MH1995PTC094741
TAN No.: [Tax Deduction & Collection Account No.]	MUMG08352B
PAN No.: [Permanent Account No.]	AAACG1773B / AAHPK0152E
Legal Form :	Private Limited Liability Company
Line of Business :	Subject is engaged in the business of Retail, Bakery and Food Services.
No. of Employees :	Information declined by the management

RATING & COMMENTS

MIRA’s Rating :

B (27)

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

Maximum Credit Limit :	USD 3900000
Status :	Moderate
Payment Behaviour :	Slow but correct
Litigation :	Exist
Comments :	Subject is an established company having moderate track record. There incurred some accumulated loss recorded by the company. Profitability of the company also seems to be low during 2013. However, trade relations are fair. Business is active. Payment terms are 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 – June 1, 2014

Country Name	Previous Rating (31.03.2014)	Current Rating (01.06.2014)
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

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.

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 DECLINED

MANAGEMENT NON-COOPERATIVE [91-22-40430430]

LOCATIONS

Registered Office :	902, Ventura, Hiranandani Business Park, Powai, Mumbai – 400076, Maharashtra, India
Tel. No.:	91-22-40430430
Fax No.:	91-22-25708949
E-Mail :	ketan.desai@genmills.com rahul.dongre@genmills.com
Website :	www.generalmills.co.in
Branch :	504-505/A, Hyde Park, Opposite Hansa Industrial Estate, Saki Vihar Road, Andheri (West), Mumbai – 400072, Maharashtra, India

DIRECTORS

AS ON 27.09.2013

Name :

Mr. Ketan Navinchandra Desai

Designation :

Alternate director

Date of Appointment :

26.09.2012

DIN No.:

00725147

Name :

Mary Johanna Ekman

Designation :

Director

Address :

5003, Arden Ave, Edina Minneapolis, USA 55424

Date of Birth/Age :

06.03.1964

Date of Appointment :

20.08.2009

DIN No.:

02810106

Name :

Samar Satish Nagarsekar

Designation :

Whole-time director

Address :

B-1, Shri Gajanan Society Limited, Dilip Gupte Marg, Mahim (West), Mumbai – 400016, Maharashtra, India

Date of Birth/Age :

18.12.1961

Date of Appointment :

27.09.2013

DIN No.:

06566929

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	U15139MH2012FTC229968	General Mills Food Products India Private Limited	Director	20/09/2013	04/04/2013	-	Active	NO
2	U15510MH1995PTC094741	GENERAL MILLS INDIA PRIVATE LIMITED	Whole-time director	27/09/2013	04/04/2013	-	Active	NO

Name :

Richard Carl Allendorf

Designation :

Director

Address :

6516, Indian Hills Road, Edina Minneapolis, USA – 55439, America

Date of Birth/Age :

04.11.1960

Date of Appointment :

27.09.2013

DIN No.:

06666185

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	U15139MH2012FTC229968	General Mills Food Products India Private Limited	Director	20/09/2013	11/07/2013	-	Active	NO
2	U15510MH1995PTC094741	GENERAL MILLS INDIA PRIVATE LIMITED	Director	27/09/2013	11/07/2013	-	Active	NO

KEY EXECUTIVES

Name :	Vijaya Parameswaran
Designation :	Company Secretary
Address :	A-301, Maruti Apartment, J.N. Road, Mulund (West), Mumbai – 400080, Maharashtra, India
Date of Birth/Age :	21.06.1963
Date of Appointment :	15.02.2002
PAN No.:	AAHFP7398Q

MAJOR SHAREHOLDERS / SHAREHOLDING PATTERN

AS ON 27.09.2013

Names of Shareholders	No. of Shares
General Mills International Businesses Inc., USA	1
General Mills Mauritius Inc., Port Louis	95510834
Total	95510835

AS ON 27.09.2013

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]	100.00
Total	100.00

BUSINESS DETAILS

Line of Business :

Subject is engaged in the business of Retail, Bakery and Food Services.

GENERAL INFORMATION

No. of Employees :	Information declined by the management
Bankers :	· Citibank Bank of America Standard Chartered Bank

Banking Relations :	--
Auditors :
Name :	B S R and Company Chartered Accountants
Address :	Lodha Excellus, 1^st Floor, Apollo Mills Compound, N.M. Joshi Marg, Mahalaxmi, Mumbai – 400011, Maharashtra, India
Income-tax PAN of auditor or auditor's firm :	AAAFB9852F
Holding Company :	General Mills Mauritius Inc., Mauritius
Ultimate Holding company :	General Mills Inc, USA
Fellow Subsidiary Company :	· General Mills Marketing Inc, USA. · General Mills International Businesses Inc. · General Mills International SARL · General Mills UK Limited · General Mills Canada Corporation. · General Asia Pacific Limited · General Mills Sales Singapore Pte. Limited · General Mills Sales (SAS) · General Mills Food Products India Private Limited

CAPITAL STRUCTURE

AS ON 27.09.2013

Authorised Capital :

No. of Shares	Type	Value	Amount
180,500,000	Equity Shares	Rs. 10/- each	Rs. 1805.000 Millions

Issued, Subscribed & Paid-up Capital :

No. of Shares	Type	Value	Amount
95,510,835	Equity Shares	Rs. 10/- each	Rs. 955.108 Millions

AS ON 31.03.2013

Authorised Capital :

No. of Shares	Type	Value	Amount
180,500,000	Equity Shares	Rs. 10/- each	Rs. 1805.000 Millions

Issued, Subscribed & Paid-up Capital :

No. of Shares	Type	Value	Amount
9,55,10,000	Equity Shares	Rs. 10/- each	Rs. 955.100 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	955.100	865.100	865.100
(b) Reserves & Surplus	(3.200)	(73.200)	(160.300)
(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)	951.900	791.900	704.800
(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	50.200	19.500	5.200
(d) long-term provisions	0.000	0.000	35.800
Total Non-current Liabilities (3)	50.200	19.500	41.000
(4) Current Liabilities
(a) Short term borrowings	391.500	768.600	406.300
(b) Trade payables	203.000	159.800	223.000
(c) Other current liabilities	456.500	337.100	298.100
(d) Short-term provisions	25.600	24.100	6.800
Total Current Liabilities (4)	1076.600	1289.600	934.200
TOTAL	2078.7	2101.000	1680.000
II. ASSETS
(1) Non-current assets
(a) Fixed Assets
(i) Tangible assets	651.800	567.400	602.300
(ii) Intangible Assets	0.200	4.100	5.100
(iii) Capital work-in-progress	98.700	74.600	28.800
(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	232.300	332.700	285.800
(e) Other Non-current assets	0.000	0.000	0.700
Total Non-Current Assets	983.000	978.800	922.700
(2) Current assets
(a) Current investments	0.000	0.000	0.000
(b) Inventories	402.500	612.600	324.900
(c) Trade receivables	496.200	429.000	338.800
(d) Cash and cash equivalents	138.600	23.900	23.600
(e) Short-term loans and advances	58.400	56.700	70.000
(f) Other current assets	0.000	0.000	0.000
Total Current Assets	1095.700	1129.300	757.300
TOTAL	2078.700	2101.000	1680.000

PROFIT & LOSS ACCOUNT

	PARTICULARS		31.03.2013	31.03.2012	31.03.2011
	SALES
		Income
		Other Income
		TOTAL	5354.200	4677.400	3903.800
Less	EXPENSES
	PROFIT BEFORE TAX		NA	NA	NA
Less	TAX		NA	NA	NA
	PROFIT AFTER TAX		70.000	87.100	30.600
	Earnings Per Share (Rs.)		0.73	1.11	0.35

KEY RATIOS

PARTICULARS		31.03.2013	31.03.2012	31.03.2011
PAT / Total Income	(%)	1.31	1.86	0.78
Debt Equity Ratio (Total Debt/Networth)		0.41	0.97	0.58
Current Ratio (Current Asset/Current Liability)		1.02	0.88	0.81

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	865.100	865.100	955.100
Reserves & Surplus	-160.300	-73.200	-3.200
Share Application money pending allotment	0.000	0.000	0.000
Net worth	704.800	791.900	951.900
long-term borrowings	0.000	0.000	0.000
Short term borrowings	406.300	768.600	391.500
Total borrowings	406.300	768.600	391.500
Debt/Equity ratio	0.576	0.971	0.411

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)
Turnover	3903.800	4677.400	5354.200
		19.817	14.470

NET PROFIT MARGIN

Net Profit Margin	31.03.2011	31.03.2012	31.03.2013
	(Rs. In Millions)	(Rs. In Millions)	(Rs. In Millions)
Turnover	3903.800	4677.400	5354.200
Profit	30.600	87.100	70.000
	0.78%	1.86%	1.31%

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	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	Yes
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

LITIGATION DETAILS

Case Details

Bench:-Bombay

Stamp No.:-

CAWST/936/2012

Filing Date:-

11/01/2012

Reg. No.:-

CAW/1299/2012

Reg. Date:-

31/05/2012

Main Matter

Stamp No.:-

WPST/7381/2009

Reg No.:-

WP/3346/2009

Petitioner:-	REGIONAL PROVIDENT AND COMMISSIONER THANE	Respondent :	GENERAL MILLS INDIA PRIVATE LIMITED
Petn.Adv.:-	N. G. GHOTEKAR (0)

District:-

THANE

Bench:-	SINGLE
Status:-	Pre-Admission	Category:-	FOR DIRECTION

Next Date:-

29/10/2014

Stage:-

FOR HEARING & FINAL DISPOSAL [CIVIL SIDE MATTERS]

Coram:-

HON'BLE SMT. JUSTICE R.P. SONDURBALDOTA

Last Date:-

30/07/2013

Stage:-

PETITIONS FOR ADMISSION - FINAL DISPOSAL [CIVIL SIDE MATTERS]

Last Coram:-

HON'BLE SHRI JUSTICE K.K. TATED

Act :-

Constitution of India

UNSECURED LOANS

Unsecured Loans	31.03.2013	31.03.2012
	(Rs. In Millions)
SHORT TERM BORROWINGS
Working capital loans from banks	391.500	550.000
Loans repayable on demand	0.000	218.600
Total	391.500	768.600
SHORT TERM BORROWINGS a) Cash Credit from Citibank carried interest @ 11.65% . The loan is payable on demand from the date of loan. The cash credit is guaranteed by the ultimate holding company (General Mills Inc) b) Working Capital loan from Bank of America is repayable on demand and carries interest @11.25%. The working capital loan is guaranteed by the ultimate holding company (General Mills Inc) c) Overdraft from Standard Chartered Bank carries interest @11.25%. The working capital loan. is guaranteed by the ultimate holding company (General Mills Inc)

COMPANY PERFORMANCE

The Company posted a year of even performance, in the face of extraordinary challenges. the Company had to deal with major challenges of abnormal inflation of input costs. Despite the competitive challenges we managed to grow reasonably well.

The Total Net Income for the year increased to Rs. 5354.200 Millions (vs. last year Rs. 4677.400 Millions). There were several significant events and achievements which are worth being proud of.

They are on a continuous basis implementing and upgrading our ERP system, to enable us leverage the benefits of the process design effectively and also facilitate the Company in achieving improved operational efficiencies.

NEW PROJECTS

The Company is committed to delivering superior and consistent quality products benchmarked to international standards. We have a stringent quality policy that is adhered to across all General Mills India plants/co-packers. Their Quality and Regulatory Operations regularly conducts audits across all plants to ensure adherence to the highest quality standards. Our Quality team ensured that we complied to changed food labelling as per the new integrated Food law (FSSAI).

The Company is working on a number of new product ideas/consolidated new launches for both the domestic and overseas market leveraging on the in-house capability of the Research and Development center at Mumbai.

INDEX OF CHARGES

S.No.	Charge ID	Date of Charge Creation/Modification	Charge amount secured	Charge Holder	Address	Service Request Number (SRN)
1	90156855	20/04/1998	72,000,000.00	STANDARD CHARTERED BANK	23-25, M.G. ROAD; FORT, MUMBAI, Maharashtra - 400 001, INDIA	-
2	90156758	11/10/2000 *	22,500,000.00	STANDARD CHARTERED BANK	23-25, MAHATMA GANDHI ROAD; FORT, MUMBAI, Maharas htra - 400001, INDIA	-
3	90159664	19/11/1997	998,960.00	CITI BANK N.A.	CITI TOWER, DR. S.S. RAO ROAD; PAREL, MUMBAI, Mah arashtra, INDIA	-

* Date of charge modification

FIXED ASSETS:

· Land

· Buildings

· Factory building

· Plant and equipment

· Factory equipments

· Furniture and fixtures

· Office equipment

· Computer equipments

· Other 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 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. 61.04
UK Pound	1	Rs. 98.64
Euro	1	Rs. 77.74

INFORMATION DETAILS

Information Gathered by :	HTL
ANALYSIS DONE BY :	RAS
Report Prepared by :	SNT

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	3
--PROFITABILIRY	1~10	2
--LIQUIDITY	1~10	3
--LEVERAGE	1~10	3
--RESERVES	1~10	3
--CREDIT LINES	1~10	3
--MARGINS	-5~5	--
DEMERIT POINTS
--BANK CHARGES	YES/NO	YES
--LITIGATION	YES/NO	YES
--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		27

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.