MIRA INFORM REPORT

Report No. :	316447
Report Date :	09.04.2015

IDENTIFICATION DETAILS

Name :	RASOI MAGIC FOODS (INDIA) PRIVATE LIMITED
Registered Office :	No.1, 2nd Floor, 100 Feet, Inner Ring Road, Ejipura, Ashwini Layout, Viveknagar, Bangalore – 560047, Karnataka
Country :	India
Financials (as on) :	31.03.2014
Date of Incorporation :	07.09.2007
Com. Reg. No.:	08-062356
Capital Investment / Paid-up Capital :	Rs. 0.500 Million
CIN No.: [Company Identification No.]	U15400KA2007PTC062356
TAN No.: [Tax Deduction & Collection Account No.]	Not Available
PAN No.: [Permanent Account No.]	Not Available
Legal Form :	Private Limited Liability Company
Line of Business :	Manufacturer and Seller of Ready-to-cook Food Products.
No. of Employees :	50 (Approximately)

RATING & COMMENTS

MIRA’s Rating :

Ca (11)

RATING		STATUS	PROPOSED CREDIT LINE
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

Status :	Moderate
Payment Behaviour :	Slow and delayed
Litigation :	Clear
Comments :	Subject is an established company having moderate track record. The rating is constrained on account of huge accumulated losses recorded by the company. Further, the company has huge external borrowings during the year under review. The rating also takes into consideration the unfavourable gap between trade receivables and payables which has led to weak liquidity position of the company. However, business is active as per status shown in the Registrar of Companies. Payment terms are slow and delayed. The company can be considered for business dealings on safe and secured trade terms and conditions.

NOTES :

Any query related to this report can be made on e-mail : infodept@mirainform.com while quoting report number, name and date.

EXTERNAL AGENCY RATING

NOT AVAILABLE

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 PARTED BY

Name :	Mr. Prashant Bhalghare
Designation :	Purchase Officer
Contact No.:	91-9922994533
Date :	07.04.2015

LOCATIONS

Registered Office :	No.1, 2nd Floor, 100 Feet, Inner Ring Road, Ejipura, Ashwini Layout, Viveknagar, Bangalore – 560047, Karnataka, India
Tel. No.:	91-80-40812100
Mobile No.:	91-9922994533 [Mr. Prashant Bhalghare]
Fax No.:	91-80-26760227
E-Mail :	finance@rasoimagic.com info@rasoimagic.com marketing@rasoimagic.com exports@rasoimagic.com
Website :	http://www.rasoimagic.com
Admin Office :	No.1, 3rd Floor, 100 Feet, Inner Ring Road, Ejipura, Ashwini Layout, Viveknagar, Bangalore – 560047, Karnataka, India
Branch Office :	1102, A/6, Bhamburda, Lakaki Road, Amelia, Flat No. 202, 2nd Floor, Model Colony, Opposite Pratibha Nursing Home, Shivajinagar, Pune – 411016, Maharashtra, India
Tel. No.:	91-20-24261935/ 36
Factory :	S. No. 32/A 6, Property No. 786/ 787, Shed No.182, Pisoll, Pune – 411060, Maharashtra, India
Tel. No.:	91-20-26931400/ 64781406

DIRECTORS

AS ON 30.09.2014

Name :	Mr. Sanjay Sharma
Designation :	Director
Address :	Flat No.1, Indraprastha Enero, No.9, Kingston Road, Richmond Town, Bangalore - 560025, Karnataka, India
Date of Birth/Age :	28.12.1966
Date of Appointment :	28.03.2011
DIN No.:	02581107
Name :	Are Nakkim
Designation :	Director
Address :	Bergers Borgveien, 10 , 1519, Moss, 000000, Norway
Date of Birth/Age :	13.02.1964
Date of Appointment :	04.04.2011
DIN No.:	03103859
Name :	Mr. Ganesh Shenoy Basavanagudi
Designation :	Director
Address :	Flat No. 501, Scarlet Begonias No 73, Outer Ring, Road J P Nagar, 3rd Phase, Near Mandovi Motors, Bangalore - 560078, Karnataka, India
Date of Birth/Age :	01.12.1962
Date of Appointment :	29.03.2011
DIN No.:	03489136
Name :	Mr. Ankur Kumar Bhaumik
Designation :	Director
Address :	C203, Magnifica Block, Brigade Gardenia, RBI Layout, J P Nagar, 7th Phase, Bangalore - 560078, Karnataka, India
Date of Birth/Age :	27.12.1968
Date of Appointment :	06.04.2011
DIN No.:	03496083
Name :	Barua Jyotiroop
Designation :	Director
Address :	Flat No.402, St. Johns Wood Apartments, Hazel No 1 Block, Koramangala Tavarakere Main Road, Behind Oracle, Bangalore - 560029, Karnataka, India
Date of Birth/Age :	14.10.1968
Date of Appointment :	06.04.2011
DIN No.:	03496166

KEY EXECUTIVES

Name :	Mr. Prashant Bhalghare
Designation :	Purchase Officer

MAJOR SHAREHOLDERS / SHAREHOLDING PATTERN

AS ON 30.09.2014

Names of Shareholders	No. of Shares
MTR Foods Private Limited, India	49990
Ganesh Shenoy Basavanagudi	10
Total	50000

AS ON 30.09.2014

Equity Share Breakup	Percentage of Holding
Category
Bodies corporate	100.00
Total	100.00

BUSINESS DETAILS

Line of Business :	Manufacturer and Seller of Ready-to-cook Food Products.
Brand Names :	--
Agencies Held :	--
Exports :
Products :	--
Countries :	--
Imports :
Products :	Raw Material
Countries :	Japan
Terms :
Selling :	Cash and Credit [30 Days, 60 Days and 90 Days]
Purchasing :	Cash and Credit [30 Days, 60 Days and 90 Days]

PRODUCTION STATUS: NOT AVAILABLE

GENERAL INFORMATION

Suppliers :

Reference:	Not Divulged
Name of the Person (Designation):	Not Divulged
Contact Number:	Not Divulged
Since how long known:	Not Divulged
Maximum limit dealt:	Not Divulged
Experience:	Not Divulged
Remark	Not Divulged

Customers :

End Users and OEMs

Reference:	Not Divulged
Name of the Person (Designation):	Not Divulged
Contact Number:	Not Divulged
Since how long known:	Not Divulged
Maximum limit dealt:	Not Divulged
Experience:	Not Divulged
Remark	Not Divulged

No. of Employees :

50 (Approximately)

Bankers :

Bank Name:	The Vishweshwar Sahakari Bank Limited
Branch:	471/472, Gultekadi, Market Yard, Pune - 411037, Maharashtra, India
Person Name (with Designation):	Not Divulged
Contact Number:	Not Divulged
Name of Account Holder:	Not Divulged
Account Number:	Not Divulged
Account Since (Date/ Year of A/c Opening):	Not Divulged
Average Balance Maintained (Optional):	Not Divulged
Credit Facilities Enjoyed (CC/OD/Term Loan):	No Facilities
Account Operation:	Not Divulged
Remarks:	Not Divulged

Facilities :

--

Banking Relations :	--
Auditors :
Name :	S.R. Batliboi and Associates LLP Chartered Accountants
Address :	UB City, Canberra Block No 24, Vithal Mallya Road, Bangalore – 560070, Karnataka, India
Tel. No.:	91-80-67275000
Fax No.:	91-80-22106000
Income-tax PAN of auditor or auditor's firm :	AABFS3421N
Holding Company :	MTR Foods Private Limited, India [U15136KA1996PTC021007]

CAPITAL STRUCTURE

AS ON 31.03.2014

Authorised Capital :

No. of Shares	Type	Value	Amount
50,000	Equity Shares	Rs. 10/- each	Rs. 0.500 Million

Issued, Subscribed & Paid-up Capital :

No. of Shares	Type	Value	Amount
50,000	Equity Shares	Rs. 10/- each	Rs. 0.500 Million

FINANCIAL DATA

[all figures are in Rupees Million]

ABRIDGED BALANCE SHEET

SOURCES OF FUNDS	31.03.2014	31.03.2013	31.03.2012
I. EQUITY AND LIABILITIES
(1)Shareholders' Funds
(a) Share Capital	0.500	0.500	0.500
(b) Reserves & Surplus	(95.000)	(80.726)	(33.847)
(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)	(94.500)	(80.226)	(33.347)
(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	0.000	0.000	0.000
(d) long-term provisions	0.000	0.000	0.000
Total Non-current Liabilities (3)	0.000	0.000	0.000
(4) Current Liabilities
(a) Short term borrowings	101.036	90.000	21.900
(b) Trade payables	34.354	29.784	32.875
(c) Other current liabilities	1.533	3.329	0.877
(d) Short-term provisions	0.921	1.127	1.398
Total Current Liabilities (4)	137.844	124.240	57.050
TOTAL	43.344	44.014	23.703
II. ASSETS
(1) Non-current assets
(a) Fixed Assets
(i) Tangible assets	6.928	5.918	4.286
(ii) Intangible Assets	9.791	13.834	0.750
(iii) Capital work-in-progress	0.000	0.000	0.000
(iv) Intangible assets under development	0.000	0.000	0.000
(b) Non-current Investments	0.038	0.038	0.038
(c) Deferred tax assets (net)	0.000	0.000	0.000
(d) Long-term Loan and Advances	1.017	1.724	0.448
(e) Other Non-current assets	0.868	0.100	0.000
Total Non-Current Assets	18.642	21.614	5.522
(2) Current assets
(a) Current investments	0.000	0.000	0.000
(b) Inventories	18.674	15.613	11.589
(c) Trade receivables	1.404	0.638	2.915
(d) Cash and cash equivalents	3.368	5.632	2.898
(e) Short-term loans and advances	1.256	0.517	0.779
(f) Other current assets	0.000	0.000	0.000
Total Current Assets	24.702	22.400	18.181
TOTAL	43.344	44.014	23.703

PROFIT & LOSS ACCOUNT

	PARTICULARS		31.03.2014	31.03.2013	31.03.2012
	SALES
		Turnover	164.461	143.249	121.330
		Other Income	NA	NA	NA
		TOTAL	NA	NA	NA
Less	EXPENSES
		TOTAL	NA	NA	NA
	PROFIT/ (LOSS) BEFORE TAX, DEPRECIATION AND AMORTISATION		(6.202)	(40.335)	(37.435)
Less/ Add	DEPRECIATION/ AMORTISATION		7.998	6.565	2.687
	PROFIT/ (LOSS) BEFORE TAX		(14.200)	(46.900)	(40.122)
Less	TAX		0.000	0.000	1.278
	PROFIT/ (LOSS) AFTER TAX		(14.200)	(46.900)	(41.400)
	Earnings/ (Loss) Per Share (Rs.)		(284.00)	(938.00)	(828.00)

Expected Sales (2014-2015): Rs. 200.000 Million

The above information has been parted by Mr. Prashant Bhalghare (Purchase Officer)

KEY RATIOS

PARTICULARS		31.03.2014	31.03.2013	31.03.2012
Return on Total Assets (PBT/Total Assets}	(%)	(32.79)	(106.65)	(169.54)
Return on Investment (ROI) (PBT/Networth)		0.15	0.58	1.20
Debt Equity Ratio (Total Debt/Networth)		(1.07)	(1.12)	(0.66)
Current Ratio (Current Asset/Current Liability)		0.18	0.18	0.32

FINANCIAL ANALYSIS

[all figures are in Rupees Million]

DEBT EQUITY RATIO

Particulars	31.03.2012	31.03.2013	31.03.2014
	(Rs. In Million)	(Rs. In Million)	(Rs. In Million)
Share Capital	0.500	0.500	0.500
Reserves & Surplus	(33.847)	(80.726)	(95.000)
Net worth	(33.347)	(80.226)	(94.500)
Long-term borrowings	0.000	0.000	0.000
Short term borrowings	21.900	90.000	101.036
Total borrowings	21.900	90.000	101.036
Debt/Equity ratio	(0.657)	(1.122)	(1.069)

YEAR-ON-YEAR GROWTH

Year on Year Growth	31.03.2012	31.03.2013	31.03.2014
	(Rs. In Million)	(Rs. In Million)	(Rs. In Million)
Turnover	121.330	143.249	164.461
		18.066	14.808

NET PROFIT MARGIN

Net Profit Margin	31.03.2012	31.03.2013	31.03.2014
	(Rs. In Million)	(Rs. In Million)	(Rs. In Million)
Turnover	121.330	143.249	164.461
Profit/ (Loss)	(41.400)	(46.900)	(14.200)
	(34.12%)	(32.74%)	(8.63%)

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	Yes
20]	Export / Import details (if applicable)	Yes
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

CURRENT MATURITIES OF LONG TERM DEBT: NOT AVAILABLE

INDEX OF CHARGES: NO CHARGES EXIST FOR COMPANY

UNSECURED LOANS

PARTICULARS	31.03.2014 (Rs. In Million)	31.03.2013 (Rs. In Million)
SHORT TERM BORROWINGS
Short term loans from bank	90.000	90.000
Bank overdraft	11.036	0.000
Total	101.036	90.000
SHORT TERM BORROWINGS 1) The Company has obtained short-term loans for a duration of 30-180 days carrying interest in the range of 9.75% to 10.75% per annum. 2) The Company has obtained unsecured overdraft facility from a bank. The interest on such borrowing is linked to banks prime lending rate, which are floating in nature.

CORPORATE INFORMATION

Subject is engaged in the manufacture and sale of ready-to-cook food products.

On March 28, 2011, 25% of the shares were bought by MTR Foods Private Limited, Bangalore. Further, on April 04, 2011, MTR Foods bought the balance 75% of the shares of the Company.

As at March 31, 2014, the Company’s accumulated losses are Rs. 95.000 Million (March 31, 2013 – Rs. 80.726 Million) while its paid up capital as at March 31, 2014 is Rs. 0.500 Million (March 31, 2013 – Rs. 0.500 Million). Management is of the view that the losses are due to the early stage of operations of the Company and the Management is confident that the operations of the Company would turn profitable. Further, the Company has received a letter of comfort from MTR Foods, the holding company that it will provide operational and financial support to the Company in the foreseeable future and that it has no plans to liquidate the Company or sell or otherwise dispose of all or a significant portion of its investment in the Company. Accordingly, management has prepared the financial statements of the company on a going concern basis.

FINANCIAL PERFORMANCE

During the year, the Company has recorded a turnover of Rs. 164.461 Million [P.Y. Rs.143.249 Million] registering a 15% growth over the previous year and incurred a net loss of Rs. 14.200 Million [P.Y. Loss of Rs. 46.900 Million], after providing for depreciation of Rs. 7.998 Million [P.Y. Rs. 6.565 Million] and taxation of Rs. Nil [P.Y. Rs. Nil]. The Company had reduced the losses by 69% from Rs. 46.900 Million in the previous year to Rs. 14.200 Million in the Current year by improving the scale of operations with incurred sales and reducing advertisement expenditure. The Board of Directors hopes that the Company’s performance would continue in the Positive direction and would enable the company to build profits in the Coming years.

STRATEGIC AFFAIRS

The Company had increased the Range of Products by adding new products in its category to cater other Consumers. The Company had also promoted the Brand through various advertising activities.

FIXED ASSETS:

· Plant and Machinery

· Office Equipment

· Computers

· Furniture and Fixture

· Leasehold Improvement

· Trademark and Know how

· 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. 62.33
UK Pound	1	Rs. 92.53
Euro	1	Rs. 67.60

INFORMATION DETAILS

Information Gathered by :	PPT
Analysis Done by :	SUM
Report Prepared by :	BVA

SCORE & RATING EXPLANATIONS

SCORE FACTORS	RANGE	POINTS
HISTORY	1~10	2
PAID-UP CAPITAL	1~10	1
OPERATING SCALE	1~10	1
FINANCIAL CONDITION
--BUSINESS SCALE	1~10	2
--PROFITABILITY	1~10	1
--LIQUIDITY	1~10	1
--LEVERAGE	1~10	1
--RESERVES	1~10	1
--CREDIT LINES	1~10	1
--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		11

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.