MIRA INFORM REPORT

Report No. :	316626
Report Date :	09.04.2015

IDENTIFICATION DETAILS

Name :	STAPLES FUTURE OFFICE PRODUCTS LIMITED (w.e.f. 21.03.2014)

Formerly Known As :	STAPLES FUTURE OFFICE PRODUCTS PRIVATE LIMITED (w.e.f 21.05.2007) FUTURE OFFICE PRODUCTS PRIVATE LIMITED

Registered Office :	Knowledge House, Shyam Nagar, Jogeshwari Vikhroli Link Road, Jogeshwari (East), Mumbai – 400 060, Maharashtra

Country :	India

Financials (as on) :	31.03.2014

Date of Incorporation :	09.01.2007

Com. Reg. No.:	11-166866

Capital Investment / Paid-up Capital :	Rs. 61.719 Million

CIN No.: [Company Identification No.]	U74999MH2007PLC166866

TAN No.: [Tax Deduction & Collection Account No.]	MUMF04813E

PAN No.: [Permanent Account No.]	AABCF0402F

Legal Form :	A Closely Held Public Limited Liability Company

Line of Business :	Subject is engaged in trading of Stationery and Office Products, Equipments and Accessories.

No. of Employees :	Information declined by the management

RATING & COMMENTS

MIRA’s Rating :

B (30)

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

Status :	Moderate

Payment Behaviour :	Slow but correct

Litigation :	Clear

Comments :	Subject is an established company having moderate track record. The company has processed below average operational performance which led to declining in topline growth of the company. Rating further constrained on account of losses that company has incurred from its operational activities which impacted reserves position of the company. However, trade relations are fair. Business is active. Payments are reported to be slow. The company can be considered for business dealing 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.

EXTERNAL AGENCY RATING

Rating Agency Name	Not Available
Rating	Not Available
Rating Explanation	Not Available
Date	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 DECLINED

MANAGEMENT NON CO-OPERATIVE (91-22-30008000)

LOCATIONS

Registered Office :	Knowledge House, Shyam Nagar, Jogeshwari Vikhroli Link Road, Jogeshwari (East), Mumbai – 400 060, Maharashtra, India
Tel. No.:	91-22-30008000
Fax No.:	Not Available
E-Mail :	prem.parihar@staplesfuture.com roc.info@pantaloon.com sales@staplesfuture.com ashish.diwanji@staplesfuture.com roc.info@pantaloon.com mandar.nika@staplesfuture.com compliance@staplesfuture.com
Website :	www.staplesfure.com
Location :	Owned

Corporate Office :	3^rd Floor, Orchid City Centre, Mumbai Central (East), Mumbai – 400 008, Maharashtra, India
Tel. No.:	91-22-30008001
Fax No.:	91-22-30008008
E-Mail :	sales@staplesfuture.com
Website :	www.staplesfuture.com

DIRECTORS

As on 30.09.2014

Name :	Mr. Shailesh Shreevallabh Karwa
Designation :	Director
Address :	Kamal Kunj, 87B, Bomanji Petit Road, Near Parsi General Hospital, Mumbai – 400 036, Maharashtra, India
Date of Birth/Age :	06.03.1977
Qualification :	MBA
Date of Appointment :	15.03.2007
PAN No.:	AADPK3479Q
DIN No.:	00062674

Name :	Mr. Sharad Ravi Dalmia
Designation :	Director
Address :	40, prabhat, 8^th Floor, 76 Warden Road, Mumbai – 400026, Maharashtra, India
Date of Birth/Age :	26.10.1977
Qualification :	MBA
Date of Appointment :	15.03.2007
PAN No.:	AEKPD1181R
DIN No.:	00635001

Name :	Mr. Anil Laxminarayan Biyani
Designation :	Director
Address :	305, Jeevan Vihar, Manav Mandir Road, Malabhar Hill, Mumbai – 400006, Maharashtra, India
Date of Birth/Age :	13.12.1963
Date of Appointment :	29.11.2013
DIN No.:	00005834

Name :	Mr. Vivek Biyani
Designation :	Director
Address :	304, Jeevan Vihar, Manav Mandir Road, Malabhar Hill, Mumbai – 400006, Maharashtra, India
Date of Birth/Age :	26.04.1985
Date of Appointment :	29.11.2013
DIN No.:	01977838

Name :	Mr. Anurag Agarwal
Designation :	Director
Address :	29, Ballygunj Park, 8B, Navin Apartments, Kolkata – 700019, West Bengal, India
Date of Birth/Age :	05.06.1974
Date of Appointment :	29.11.2013
DIN No.:	06379359

MAJOR SHAREHOLDERS / SHAREHOLDING PATTERN

As on 30.09.2014

Names of Shareholders (Equity Shares)		No. of Shares
Shailesh Shreevallabh Karwa		858702
Sharad Ravi Dalmia		858702
Future Retail Limited [Formally Known as Pabtaloon Retail (India) Limited], India		3220133
Tirumal Trading and Investment Consultants Private Limited, India		429351
Total		5366888

Names of Shareholders (Preference Shares)		No. of Shares
Staples Asia Investment Limited, USA		805033
Total		805033

Equity Share Break up (Percentage of Total Equity)

As on 30.09.2014

Category	Percentage
Bodies corporate	68.00
Directors or relatives of Directors	32.00
Total	100.00

BUSINESS DETAILS

Line of Business :

Subject is engaged in trading of Stationery and Office Products, Equipments and Accessories.

Products :

Item Code No. (ITC Code)	39261011
Product Description	Stationery and Office Products, Equipments and Accessories

Brand Names :

Not Divulged

Agencies Held :

Not Divulged

Exports :

Not Divulged

Imports :

Not Divulged

Terms :

Not Divulged

PRODUCTION STATUS NOT AVAILABLE

GENERAL INFORMATION

Suppliers :

Reference :	Not Divulged
Name of the Person :	Not Divulged
Contact No.:	Not Divulged
Since How Long Known :	Not Divulged
Maximum Limit Dealt :	Not Divulged
Experience :	Not Divulged
Remark:	Not Divulged

Customers :

Reference :	Not Divulged
Name of the Person :	Not Divulged
Contact No.:	Not Divulged
Since How Long Known :	Not Divulged
Maximum Limit Dealt :	Not Divulged
Experience :	Not Divulged
Remark:	Not Divulged

No. of Employees :

Information declined by the management

Bankers :

Not Divulged

Facilities :

Secured Loan	31.03.2014 (Rs. in Million)	31.03.2013 (Rs. in Million)
Short-term borrowings
Other loans and advances, others	26.499	0.000
Total	26.499	0.000


Banking Relations :	--

Auditors :
Name :	S.V. Ghatalia and Associates LLP Chartered Accountants
Address :	14th Floor, The Ruby 29 Senapati Bapat Marg, Dadar (West), Mumbai-400028, Maharashtra, India
PAN N Income-tax PAN of auditor or auditor's firm :	ASBPK1182R

Memberships :	--

Collaborators :	--

Holding Company:	Future Retail Limited, India - (w.e.f. 7th February 2013) [L52399MH1987PLC044954]

Ultimate Holding Company:	Staples Inc (till 7th February 2013)

Subsidiary Company:	Office Shop Private Limited, India (w.e.f 1st February 2013) [U30006MH2007PTC173922]

Ventures in respect of which the reporting enterprise is a joint venture (Promoter Companies)	Staples Asia Investment Limited (till 7th February 2013) Future Retail Limited (till 7th February 2013)

Enterprises that directly, or indirectly through one or more intermediaries are under common control with the reporting enterprise:	Future Agrovet Limited, India (till 11th November 2013) [U15100MH2005PLC152599] Future E-Commerce Infrastructure Limited Future Supply Chain Solutions Limited, India [U63030MH2006PLC160376] Intellivest Financial Services Future Media (India) Limited NuFuture Digital India Limited, India [U72900MH2007PLC174787] Future Bazaar India Limited, India [U51900MH2006PLC159197] Future Lifestyle Fashion Limited (till 24th June 2013) [L52100MH2012PLC231654]

Enterprise over which any Key Management Personnel and their relatives are able to exercise significant influence.:	Value Tree Logistics Private Limited Tirumal Trading and Investment Advisors Private Limited Officedge India Private Limited, India [U67120MH2000PTC126561] Sharad International Ravi International Spring Media Works Krishna and Grey Consulting

Other Related party:	ValueTree India Private Limited, India [U63011MH2006PTC162629]

CAPITAL STRUCTURE

As on 31.03.2014

Authorised Capital :

No. of Shares	Type	Value	Amount

6500000	Equity Shares	Rs.10/- each	Rs.65.000 Million
1000000	Preference Shares	Rs.10/- each	Rs.10.000 Million
	Total		Rs.75.000 Million

Issued, Subscribed & Paid-up Capital :

No. of Shares	Type	Value	Amount

5366888	Equity Shares	Rs.10/- each	Rs.53.669 Million
805033	Preference Shares	Rs.10/- each	Rs.8.050 Million
	Total		Rs.61.719 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	61.719	61.719	53.669
(b) Reserves & Surplus	735.705	799.902	(350.817)
(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)	797.424	861.621	(297.148)

(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	2.109
Total Non-current Liabilities (3)	0.000	0.000	2.109

(4) Current Liabilities
(a) Short term borrowings	26.499	0.000	586.451
(b) Trade payables	131.270	183.507	276.602
(c) Other current liabilities	33.240	61.238	247.740
(d) Short-term provisions	1.914	1.389	0.751
Total Current Liabilities (4)	192.923	246.134	1111.544

TOTAL	990.347	1107.755	816.505

II. ASSETS
(1) Non-current assets
(a) Fixed Assets
(i) Tangible assets	20.973	29.669	91.928
(ii) Intangible Assets	0.795	0.653	4.915
(iii) Capital work-in-progress	0.000	0.000	0.483
(iv) Intangible assets under development	0.000	0.000	0.000
(b) Non-current Investments	0.213	0.213	0.113
(c) Deferred tax assets (net)	0.000	0.000	0.000
(d) Long-term Loan and Advances	170.182	31.247	75.136
(e) Other Non-current assets	0.250	75.250	0.000
Total Non-Current Assets	192.413	137.032	172.575

(2) Current assets
(a) Current investments	0.000	0.000	0.000
(b) Inventories	66.604	104.685	299.806
(c) Trade receivables	257.119	303.347	284.333
(d) Cash and cash equivalents	442.400	392.004	7.168
(e) Short-term loans and advances	31.276	56.356	52.492
(f) Other current assets	0.535	114.331	0.131
Total Current Assets	797.934	970.723	643.930

TOTAL	990.347	1107.755	816.505

PROFIT & LOSS ACCOUNT

	PARTICULARS	31.03.2014	31.03.2013	31.03.2012
	SALES
	Income	831.888	1751.266	2086.369
	Other Income	40.633	19.494	15.225
	TOTAL (A)	872.521	1770.760	2101.594

Less	EXPENSES
	Purchases of Stock-in-Trade	619.996	1306.055
	Changes in inventories of finished goods, work-in-progress and Stock-in-Trade	36.614	192.130
	Employees benefits expense	116.407	125.757
	Other expenses	177.736	262.058
	Prior period items	(3.727)	(9.508)
	Exceptional items	(25.180)	0.000
	TOTAL (B)	921.846	1876.492	2275.733

Less	PROFIT/ (LOSS) BEFORE INTEREST, TAX, DEPRECIATION AND AMORTISATION (C)	(49.325)	(105.732)	(174.139)

Less	FINANCIAL EXPENSES (D)	3.969	73.267	62.724

	PROFIT / (LOSS) BEFORE TAX, DEPRECIATION AND AMORTISATION (C-D) (E)	(53.294)	(178.999)	(236.863)

Less/ Add	DEPRECIATION/ AMORTISATION (F)	10.903	25.490	28.634

	PROFIT/ (LOSS) BEFORE TAX (E-F) (G)	(64.197)	(204.489)	(265.497)

Less	TAX (I)	0.000	0.000	222.026

	PROFIT/ (LOSS) AFTER TAX (G-I) (J)	(64.197)	(204.489)	(487.523)

	IMPORTS
	Trading Goods	18.777	NA	NA

	Earnings / (Loss) Per Share (Rs.)	(11.96)	(38.10)	(90.84)

KEY RATIOS

PARTICULARS		31.03.2014	31.03.2013	31.03.2012
Net Profit Margin (PAT / Sales)	(%)	(7.72)	(11.68)	(23.37)

Operating Profit Margin (PBIDT/Sales)	(%)	(5.93)	(6.04)	(8.35)

Return on Total Assets (PBT/Total Assets}	(%)	(6.48)	(18.46)	(32.54)

Return on Investment (ROI) (PBT/Networth)		(0.08)	(0.24)	0.89

Debt Equity Ratio (Total Debt /Networth)		0.03	0.00	(1.97)

Current Ratio (Current Asset/Current Liability)		4.14	3.94	0.58

FINANCIAL ANALYSIS

[all figures are in Rupees Million]

DEBT EQUITY RATIO

Particular	31.03.2012	31.03.2013	31.03.2014
	(Rs. In Million)	(Rs. In Million)	(Rs. In Million)
Share Capital	53.669	61.719	61.719
Reserves & Surplus	(350.817)	799.902	735.705
Net worth	(297.148)	861.621	797.424

long-term borrowings	0.000	0.000	0.000
Short term borrowings	586.451	0.000	26.499
Total borrowings	586.451	0.000	26.499
Debt/Equity ratio	(1.974)	0.000	0.033

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)
Sales	2086.369	1751.266	831.888
		(16.062)	(52.498)

NET PROFIT MARGIN

Net Profit Margin	31.03.2012	31.03.2013	31.03.2014
	(Rs. In Million)	(Rs. In Million)	(Rs. In Million)
Sales	2086.369	1751.266	831.888
Profit	(487.523)	(204.489)	(64.197)
	(23.37%)	(11.68%)	(7.72%)

LOCAL AGENCY FURTHER INFORMATION

CURRENT MATURITIES OF LONG-TERM DEBT DETAILS:

Particulars	31.03.2014	31.03.2013	31.03.2012
	(Rs. In Million)
Current maturities of long-term debt	NA	0.000	0.044

Total	NA	0.000	0.044

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	--
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

OPERATIONS/WORKING RESULTS

During the year, the Company has recorded sales of Rs.831.888 Million as compared to that of last year of Rs.1751.266 Million and has generated Other Income of Rs.40.633 Million in the current financial year as compared to that of Rs.19.494 Million for corresponding previous year.

During the year, the Company has incurred net Loss to the tune of Rs.64.197 Million as compared to the loss incurred of Rs.204.489 Million.

Barring unforeseen circumstances, further improvement in sale and profitability is expected in the current year in view of continued efforts being made. Further the company is taking effective steps for expansion and diversification to strengthen the profitability and financial soundness of the Company.

CORPORATE INFORMATION

Subject is a private limited Company domiciled in India and incorporated under the provisions of The Companies Act, 1956. SFOPPL is a subsidiary of Future Retail Limited (formerly known as Pantaloon Retail (India) Limited). SFOPPL aims to be the largest office products Company in India across Delivery and Online channel.

The Staples Delivery business is aimed at large Indian businesses, spanning multiple locations, requiring seamless ordering and fulfilment and savings through consolidated buying and improved consumption information.

CONTINGENT LIABILITY

PARTICULARS

31.03.2014

(Rs. In Million)

Claims against the Company not acknowledged as

Debt

Appeals filed in respect of disputed

demands of Income Tax (the Company is in appeal)

1.005

FIXED ASSETS

Tangible assets

Furniture and fixtures
Vehicles
Office equipment
Computer equipments
Other equipments
Leasehold improvements

Intangible assets

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 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 :	SVA

Analysis Done by :	KAR

Report Prepared by :	KVT

SCORE & RATING EXPLANATIONS

SCORE FACTORS	RANGE	POINTS
HISTORY	1~10	4
PAID-UP CAPITAL	1~10	4
OPERATING SCALE	1~10	4
FINANCIAL CONDITION
--BUSINESS SCALE	1~10	3
--PROFITABILITY	1~10	--
--LIQUIDITY	1~10	4
--LEVERAGE	1~10	4
--RESERVES	1~10	4
--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		30

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.

MIRA INFORM REPORT

0.044

0.044

INDEX OF CHARGES: NO CHARGES EXIST FOR COMPANY

Unit