MIRA INFORM REPORT

Report No. :	337827
Report Date :	27.08.2015

IDENTIFICATION DETAILS

Name :	JUSTCHALO TECHNOLOGIES PRIVATE LIMITED
Registered Office :	17, Netaji Subhash Marg, Daryaganj, New Delhi – 110002
Tel. No.:	91-99-20-543111
Country :	India
Financials (as on) :	31.03.2014
Date of Incorporation :	01.12.2012
Com. Reg. No.:	55-245543
Capital Investment / Paid-up Capital :	Rs.2.500 Million
CIN No.: [Company Identification No.]	U72900DL2012FTC245543
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 :	Providing Software Development and support services
No. of Employees :	Information declined by the management

RATING & COMMENTS

MIRA’s Rating :

Ba (44)

RATING		STATUS	PROPOSED CREDIT LINE
41-55	Ba	Overall operation is considered normal. Capable to meet normal commitments.	Satisfactory

Maximum Credit Limit :	USD 23000
Status :	Satisfactory
Payment Behaviour :	Usually correct
Litigation :	Clear
Comments :	Subject is an established company, incorporated during the year 2012. It has a satisfactory track record. For the financial year 2014, the company has fine operational activity along with decent profitability margin. Further, the company possesses healthy financial risk profile and decent net worth position along with zero debt balance sheet profile of the company. Trade relations are fair. Business is active. Payment terms are reported to be usually correct. In the view debt free balance sheet profile and strong holding company, it can be considered for business dealings at usual trade terms and conditions. Site Visit : Site visit has been conducted at the address which you have provided, The executive was able to sight the name board of the company. During the visit the management has declined to provide any information about the company. As per the observation done by our executive, it is a three storey building, the subject was situated on 2^nd floor and the premise was around 4000 sq. ft. The locality was industrial along with fine infrastructure.

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, 2015

Country Name	Previous Rating (31.12.2014)	Current Rating (31.03.2015)
India	A1	A1

Risk Category	ECGC Classification
Insignificant	A1
Low	A2
Moderate	B1
High	B2
Very High	C1
Restricted	C2
Off-credit	D

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 31-03-2013.

INFORMATION DECLINED

Management non co-operative

LOCATIONS

Registered Office :	17, Netaji Subhash Marg, Daryaganj, New Delhi – 110002, India
Tel. No.:	91-9920543111
Fax No.:	Not Available
E-Mail :	kdeorah@opentable.com india@chaloapp.com
Website:	www.chaloapp.com

DIRECTORS

As on 30.09.2014

Name :

Mr. Hrishikesh Ramesh Deshpande

Designation :

Director

Address :

Bldg C-15, Block 9, Jeevan Bima Nagar, Borivli (W), Mumbai, 400103, Maharashtra, India

Date of Birth/Age :

01.11.1977

Date of Appointment :

30.09.2014

DIN No.:

06914308

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	U72900DL2012FTC245543	JustChalo Technologies Private Limited	Director	30/09/2014	02/09/2014	-	Active	NO
2	U74120MH2014PTC259195	OORJAN CLEANTECH PRIVATE LIMITED	Director	10/11/2014	10/11/2014	-	Active	NO

Name :

Mr. John Joseph Orta

Designation :

Additional director

Address :

128 Hazel Ln, Piedmont, 94611, , United States Of America

Date of Appointment :

10.11.2014

DIN No.:

07015263

MAJOR SHAREHOLDERS / SHAREHOLDING PATTERN

As on 30.09.2014

Names of Shareholders	No. of Shares
Justchalo LLC, United States	249999
Deshpande R. Hrishikesh	01
Total	250000

Equity Share Break up (Percentage of Total Equity)

As on 30.09.2014

Category	Percentage
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 :	Providing Software Development and support services
Products :	Not Divulged
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 :
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 :
Remark:	Not Divulged

No. of Employees :

Information declined by the management

Bankers :

Bank Name	Not Divulged
Branch	Not Divulged
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 Account Opening)	Not Divulged
Average Balance Maintained (If Possible)	Not Divulged
Credit Facilities Enjoyed (If any)	Not Divulged
Account Operation	Not Divulged
Remarks (If any)	Not Divulged

Auditors :
Name :	S.P. Nagrath and Company Chartered Accountants
Address :	A-380, Defence Colony, New Delhi – 110024, India
Tel No.:	91-11-49800000
Fax No.:	91-11-49800029
Email Id.:	spn@spnagrath.com
PAN N Income-tax PAN of auditor or auditor's firm :	AAAFS6635B
Memberships :	Not Available
Collaborators :	Not Available
Holding Company :	JustChalo Technologies LLC, United States (Formerly known as Justchalo Inc)
Ultimate Holding Company:	OpenTable Inc. US
Associated Enterprise:	OpenTable Inc. UK

CAPITAL STRUCTURE

As on 30.09.2014

Authorised Capital :

No. of Shares	Type	Value	Amount
250000	Equity Shares	Rs.10/- each	Rs.2.500 Million

Issued, Subscribed & Paid-up Capital :

No. of Shares	Type	Value	Amount
250000	Equity Shares	Rs.10/- each	Rs.2.500 Million

FINANCIAL DATA

[all figures are in Rupees Million]

ABRIDGED BALANCE SHEET

SOURCES OF FUNDS	31.03.2014	31.03.2013
I.              EQUITY AND LIABILITIES
(1)Shareholders' Funds
(a) Share Capital	2.500	2.500
(b) Reserves & Surplus	5.664	0.312
(c) Money received against share warrants	0.000	0.000
(2) Share Application money pending allotment	0.000	0.000
Total Shareholders’ Funds (1) + (2)	8.164	2.812
(3) Non-Current Liabilities
(a) long-term borrowings	0.000	0.000
(b) Deferred tax liabilities (Net)	0.000	0.000
(c) Other long term liabilities	0.000	0.000
(d) long-term provisions	0.833	0.022
Total Non-current Liabilities (3)	0.833	0.022
(4) Current Liabilities
(a) Short term borrowings	0.000	0.000
(b) Trade payables	8.157	0.141
(c) Other current liabilities	3.398	0.300
(d) Short-term provisions	0.476	0.118
Total Current Liabilities (4)	12.031	0.559
TOTAL	21.028	3.393
II.          ASSETS
(1) Non-current assets
(a) Fixed Assets
(i) Tangible assets	0.683	0.443
(ii) Intangible Assets	0.025	0.014
(iii) Capital work-in-progress	1.809	0.000
(iv) Intangible assets under development	0.000	0.000
(b) Non-current Investments	0.000	0.000
(c) Deferred tax assets (net)	0.000	0.000
(d) Long-term Loan and Advances	4.360	1.000
(e) Other Non-current assets	0.000	0.000
Total Non-Current Assets	6.877	1.457
(2) Current assets
(a) Current investments	0.000	0.000
(b) Inventories	0.000	0.000
(c) Trade receivables	6.370	1.250
(d) Cash and cash equivalents	7.410	0.564
(e) Short-term loans and advances	0.311	0.001
(f) Other current assets	0.060	0.121
Total Current Assets	14.151	1.936
TOTAL	21.028	3.393

PROFIT & LOSS ACCOUNT

	PARTICULARS	31.03.2014	31.03.2013
	SALES
	Revenue from Operations	57.738	2.546
Less	TOTAL EXPENSES	NA	NA
	PROFIT/ (LOSS) BEFORE INTEREST, TAX, DEPRECIATION AND AMORTISATION (C)	8.426	0.481
Less	FINANCIAL EXPENSES (D)	0.000	0.000
	PROFIT / (LOSS) BEFORE TAX, DEPRECIATION AND AMORTISATION (C-D) (E)	8.426	0.481
Less/ Add	DEPRECIATION/ AMORTISATION (F)	0.321	0.051
	PROFIT/ (LOSS) BEFORE TAX (E-F) (G)	8.105	0.430
Less	TAX (H)	2.754	0.117
	PROFIT/ (LOSS) AFTER TAX (G-H) (I)	5.351	0.313
Add	PREVIOUS YEARS’ BALANCE BROUGHT FORWARD (K)	0.313	0.000
	Balance Carried to the B/S (J+K+L-M)	5.664	0.313
	EARNINGS IN FOREIGN CURRENCY
	Service Charges	46.969	2.546
	TOTAL EARNINGS	46.969	2.546
	Earnings / (Loss) Per Share (Rs.)	21.40	1.25

CURRENT MATURITIES OF LONG TERM DEBT DETAILS

Particulars	31.03.2014	31.03.2013
Current Maturities of Long term debt	NA	NA
Cash generated from operations	NA	NA
Net cash flow from operating activity	NA	NA

KEY RATIOS

PARTICULARS		31.03.2014	31.03.2013
Net Profit Margin (PAT / Sales)	(%)	9.27	12.29
Return on Total Assets (PBT/Total Assets}	(%)	42.17	12.67
Return on Investment (ROI) (PBT/Networth)		0.99	0.15
Debt Equity Ratio (Total Debt /Networth)		0.00	0.00
Current Ratio (Current Asset/Current Liability)		1.18	3.46

FINANCIAL ANALYSIS

[all figures are in Rupees Million]

DEBT EQUITY RATIO

Particular	31.03.2013	31.03.2014
	(Rs. In Million)	(Rs. In Million)
Share Capital	2.500	2.500
Reserves & Surplus	0.312	5.664
Net worth	2.812	8.164
long-term borrowings	0.000	0.000
Short term borrowings	0.000	0.000
Total borrowings	0.000	0.000
Debt/Equity ratio	0.000	0.000

YEAR-ON-YEAR GROWTH

Year on Year Growth	31.03.2013	31.03.2014
	(Rs. In Million)	(Rs. In Million)
Revenue from Operations	2.546	57.738
	--	2,167.793

NET PROFIT MARGIN

Net Profit Margin	31.03.2013	31.03.2014
	(Rs. In Million)	(Rs. In Million)
Revenue from Operations	2.546	57.738
Profit	0.313	5.351
	12.29%	9.27%

LOCAL AGENCY FURTHER INFORMATION

Sr. No.	Check list by info agents	Available in Report (Yes/No)
1	Year of establishment	Yes
2	Constitution of the entity -Incorporation details	Yes
3	Locality of the entity	Yes
4	Premises details	Yes
5	Buyer visit details	Yes
6	Contact numbers	Yes
7	Name of the person contacted	Yes
8	Designation of contact person	Yes
9	Promoter’s background	Yes
10	Date of Birth of Proprietor / Partners / Directors	Yes
11	Pan Card No. of Proprietor / Partners	No
12	Voter Id Card No. of Proprietor / Partners	No
13	Type of business	Yes
14	Line of Business	Yes
15	Export/import details (if applicable)	No
16	No. of employees	No
17	Details of sister concerns	No
18	Major suppliers	No
19	Major customers	No
20	Banking Details	No
21	Banking facility details	No
22	Conduct of the banking account	--
23	Financials, if provided	Yes
24	Capital in the business	Yes
25	Last accounts filed at ROC, if applicable	Yes
26	Turnover of firm for last two years	Yes
27	Reasons for variation <> 20%	--
28	Estimation for coming financial year	No
29	Profitability for last two years	Yes
30	Major shareholders, if available	Yes
31	External Agency Rating, if available	No
32	Litigations that the firm/promoter involved in	Yes
33	Market information	--
34	Payments terms	No
35	Negative Reporting by Auditors in the Annual Report	No

OBSERVATION FORM

DATE OF VISIT : 26.08.2015

ADDRESS: 204, Wing B, Supreme Business Park, Sharma Cottage, Bhd. Lake Castle, Powai, Mumbai, Maharashtra, India

PERSON TO WHOM WE MET: ND

NAME BOARD: SIGHTED

LOCATION: VERY DIFFICULT

LANDMARK (IN ANY): Subreme Business Park.

TOTAL FLOORS OF THE BUILDING : 03

SUBJECT SITUATED ON : 2^ND FLOOR

LOCALITY: INDUSTRIAL

AREA OF PREMISES: 4000 (SQ. FT.)

AREA: UPMARKET

NO. OF EMPLYEES SEEN AT PREMISES: 50 ABOVE

Background

JustChalo Technologies Private Limited is a Company incorporated on 1st December 2012 and is engaged in the business of Software Development and Support services. Subsidiary of JustChalo LLC (Formerly known as Justchalo Inc) , JustChalo Technologies Private Limited carries out research and development relating to the product, as well as provides managerial and administrative assistance and support from time to time to its holding company. During the year on June 10, 2013 the holding company Justchalo Inc got merged with Limasa, LLC which is a wholly owned subsidiary of Opentable, Inc., after merger name of the surviving company is JustChalo LLC, which is now the wholly owned subsidiary of OpenTable Inc.

Review of operations

The Company was incorporated on 1st December, 2012, with the Registrar of Companies, NCT of Delhi and Haryana, as a wholly owned subsidiary of M/s JustChalo, LLC. This is second year of company’s operations and with software development as the major area of operation, with sustained efforts; the Company has achieved revenue of INR 57.738 Million (previous year INR 2.546 Million)

INDEX OF CHARGES: NO CHARGES EXIST FOR THE COMPANY

PRESS RELEASE

OpenTable Acquires Mobile Tech Startup Just Chalo For $11 Million

US-based online restaurant booking service Open Table has acquired the Mumbai-based mobile technology firm Just Chalo for $11 million in stock and cash.

The company said that following the acquisition, JustChalo employees will join OpenTable’s mobile development team to improve its existing mobile experience for diners and its restaurant customers. OpenTable currently has a mobile site and native apps on iPhone, iPad, Android, Kindle Fire, BlackBerry, and Windows Phone.

OpenTable noted that mobile reservations accounted for 36% of the 34 million reservations (i.e. around 12.200 million reservations) in Q1 2013 and it claims to have clocked more than 60 million mobile reservations since the launch of its mobile apps in November 2008.

Just Chalo was founded by the former FutureBazaar president and Chaupaati Bazaar founder Kashyap Deorah and Rishi Deshpande in 2012 and is a mobile technology firm which had offices in Mumbai, India and Saratoga, California and was focused on the American restaurant industry, as indicated by the company website.

The company had raised undisclosed amount of investment from Aricent founder Ash Bhardwaj and Webaroo & Junglee.com founder Rakesh Mathur in March 2013, as indicated a TechCircle report. The report also said that Just Chalo was in the process of developing a US-focused mobile payments app called Chalo. However, it looks like the company hasn’t launched the app yet, since we couldn’t find it on the company website or elsewhere at the time of writing this article.

On the other hand, Open Table is a US-based online restaurant booking service which claims to offer online booking facility across more than 28,000 restaurants in six countries including United States, Canada, Germany, Japan, Mexico and the UK and claims to generate around 12 million reservations per month. It also claims to power online reservation facility for around 600 brands including AOL, Boulevards and Foursquare among others.

FIXED ASSETS

Tangible Assets

• Office Equipment
• Computer

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 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.66.06
UK Pound	1	Rs.102.34
Euro	1	Rs.74.96

INFORMATION DETAILS

Information Gathered by :	NYA
Analysis Done by :	TRI
Report Prepared by :	SUJ

SCORE & RATING EXPLANATIONS

SCORE FACTORS	RANGE	POINTS
HISTORY	1~10	4
PAID-UP CAPITAL	1~10	5
OPERATING SCALE	1~10	5
FINANCIAL CONDITION
--BUSINESS SCALE	1~10	5
--PROFITABILITY	1~10	5
--LIQUIDITY	1~10	5
--LEVERAGE	1~10	5
--RESERVES	1~10	5
--CREDIT LINES	1~10	5
--MARGINS	-5~5	--
DEMERIT POINTS
--BANK CHARGES	YES/NO	NO
--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
DEFAULTER
--RBI	YES/NO	NO
--EPF	YES/NO	NO
TOTAL		44

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.