MIRA INFORM REPORT

Report No. :	305599
Report Date :	04.02.2015

IDENTIFICATION DETAILS

Name :	KUONI TRAVEL (INDIA) PRIVATE LIMITED
Formerly Known As :	SOTC HOLDING TOURS PRIVATE LIMITED
Registered Office :	8^th Floor, Tower A, Urmi Estate, 95, Ganpatrao Kadam Marg, Lower Parel (West), Mumbai – 400013, Maharashtra
Country :	India
Financials (as on) :	31.03.2014
Date of Incorporation :	21.12.1992
Com. Reg. No.:	11-070074
Capital Investment / Paid-up Capital :	Rs.80.231 Millions
CIN No.: [Company Identification No.]	U63090MH1992PTC070074
TAN No.: [Tax Deduction & Collection Account No.]	Not Available
PAN No.: [Permanent Account No.]	AAACS0170L
Legal Form :	Private Limited Liability Company
Line of Business :	Travel Agents and Tour operators and providing other travel related services.
No. of Employees :	Information declined by the management

RATING & COMMENTS

MIRA’s Rating :

Ba (46)

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

Status :	Satisfactory
Payment Behaviour :	Slow but correct
Litigation :	Clear
Comments :	Subject is a part of “KUONI TRAVEL HOLDING LIMITED, ZURICH”. It is a well-established company having satisfactory track record. The company possesses an acceptable financial profile marked by adequate networth base, low gearing sound liquidity profile backed by sufficient cash balance along with high accrued payables. Management has witnessed an acceptable revenue profile, as well as profitability during year ending 2014, amid stiff competition from organized as well as unorganized players in the market. The ratings also take into consideration the improved economic growth which may support the business profile which has been slightly mitigated by the group’s well diversified, long standing and penetrated presence in different emerging as well as developed markets. Trade relations are fair. Business is active. Payment terms are reported as slow but correct. In view of well established brand and vast experience of its promoters the company can be considered for business dealings at usual 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 DENIED BY

Name :	Madam Rekha Subhedar
Designation :	DGM - Finance
Contact No.:	91-22-66142160
Date :	29.01.2015

LOCATIONS

Registered Office :	8^th Floor, Tower A, Urmi Estate, 95, Ganpatrao Kadam Marg, Lower Parel (West), Mumbai – 400013, Maharashtra, India
Tel. No.:	91-22-66562000
Fax No.:	91-22-66562009
E-Mail :	robert.p@robertpavreyassociates.com robert.p@rpacs.in

DIRECTORS

AS ON 26.09.2014

Name :	Mr. Rajiv Wagle
Designation :	Managing Director
Address :	501, Little Star, 15^th Road, Ramkrishna Mission Road, Santacruz (West), Mumbai – 400052, Maharashtra, India
Date of Birth/Age :	16.11.1960
Date of Appointment :	07.08.2012
DIN No.:	00396962
Name :	Mr. Zubin Jal Karkaria
Designation :	Director
Address :	33 ST Thomas Walk, # 10-06, Singapore - 238113
Date of Birth/Age :	21.05.1968
Date of Appointment :	25.04.2005
DIN No.:	00397088
Name :	Stefan Roland Leser
Designation :	Director
Address :	Schweigwiesstrasse 1C, Feusisberg, Switzerland - 8835
Date of Birth/Age :	16.02.1967
Date of Appointment :	01.01.2010
DIN No.:	02848523
Name :	Mr. Peter Meier
Designation :	Director
Address :	Helmweg 22, Winterthur, Switzerland - 8405
Date of Birth/Age :	20.05.1965
Date of Appointment :	01.03.2011
DIN No.:	03422012
Name :	Rolf Edwin Schafroth
Designation :	Director
Address :	Sonnhalde 23 Gachnang, Switzerland - 8547
Date of Birth/Age :	14.06.1965
Date of Appointment :	15.04.2010
DIN No.:	03018976
Name :	Mr. Brijesh Sureshchandra Modi
Designation :	Director
Address :	A/501, Yallawa Smruti, Baman Wada, Near Cigarette Factory, Chakala, Andheri East, Mumbai - 400099, Maharashtra, India
Date of Birth/Age :	05.09.1977
Date of Appointment :	01.02.2014
DIN No.:	06790026

KEY EXECUTIVES

Name :	Mr. Vikash Lalani
Designation :	Secretary
Address :	B-701, Pratap House, shivaji Nagar, Shivaji Nagar, Vakola, Santacruz (East), Mumbai – 400055, Maharashtra, India
Date of Birth/Age :	17.04.1988
Date of Appointment :	01.02.2012
PAN No.:	ADLPL5533B
Name :	Madam Rekha Subhedar
Designation :	DGM - Finance

MAJOR SHAREHOLDERS

AS ON 26.09.2014

Names of Shareholders	No. of Shares	% of Holding
Kuoni Asian Investment (Mauritius) Limited, Mauritius	7981330	99.48
Kuoni Travel Holding Limited, Switzerland	41720	0.52
Total	8023050	100.00

Equity Share Break up (Percentage of Total Equity)

AS ON 26.09.2014

Category	Percentage
Bodies corporate	100.00

BUSINESS DETAILS

Line of Business :

Travel Agents and Tour operators and providing other travel related services.

Products :

ITC Code	Products or Services
99855400	Tour Operator Services

Brand Names :

Not Divulged

Agencies Held :

Not Divulged

Exports :

Not Divulged

Imports :

Not Divulged

Terms :

Selling :

Not Divulged

Purchasing :

Not Divulged

PRODUCTION STATUS – NOT AVAILABLE

GENERAL INFORMATION

Suppliers :

Company Name :	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 :

Company Name :	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 :

Deutsche Bank AG, Hazarimal Somani Marg, Fort, Mumbai - 400001, Maharashtra, India

Facilities :

--

Banking Relations :	--
Auditors :
Name :	BSR and Company Chartered Accountants
Address :	Lodha Excelus, 1st Floor, Apollo, Mills Compound, N M Joshi Marg, Mahalaxmi, Mumbai – 400011, Maharashtra, India
PAN No.:	AAAFB9852F
Membership :	--
Ultimate Holding Company:	Kuoni Travel Holding Limited, Zurich
Subsidiary company:	· Distant Frontiers Tours Private Limited · Sita World Travel (Nepal) Private Limited · Sita Beach Resorts Private Limited · Sita Destination Management Private Limited · Sita Holidays (India) Private Limited · Sita Holidays Resorts Private Limited · Sita Incoming (India) Private Limited · Sita Travels Private Limited · Sita Travels and Tours Private Limited · Sita World Travel (Nepal) Private Limited · Sita World Travel Lanka Private Limited · KAT Management Consulting (Shanghai) Co., Limited · Kuoni South Asia Middle East FZ-LLC

CAPITAL STRUCTURE

AS ON 26.09.2014

Authorised Capital :

No. of Shares	Type	Value	Amount
15000000	Equity Shares	Rs.10/- each	Rs. 150.000 Millions

Issued, Subscribed & Paid-up Capital :

No. of Shares	Type	Value	Amount
8023050	Equity Shares	Rs.10/- each	Rs. 80.231 Millions

FINANCIAL DATA

[all figures are in Rupees Millions]

ABRIDGED BALANCE SHEET

SOURCES OF FUNDS	31.03.2014	31.03.2013	31.12.2011 (15 Months)
I. EQUITY AND LIABILITIES
(1)Shareholders' Funds
(a) Share Capital	80.231	83.500	83.500
(b) Reserves & Surplus	550.036	611.535	892.027
(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)	630.267	695.035	975.527
(3) Non-Current Liabilities
(a) long-term borrowings	0.000	0.000	0.000
(b) Deferred tax liabilities (Net)	0.000	0.000	8.873
(c) Other long term liabilities	71.440	82.395	0.000
(d) long-term provisions	23.209	9.169	12.762
Total Non-current Liabilities (3)	94.649	91.564	21.635
(4) Current Liabilities
(a) Short term borrowings	0.000	7.000	2.555
(b) Trade payables	1605.662	2154.907	1741.776
(c) Other current liabilities	1255.827	1072.542	718.471
(d) Short-term provisions	247.262	125.399	40.458
Total Current Liabilities (4)	3108.751	3359.848	2503.260
TOTAL	3833.667	4146.447	3500.422
II. ASSETS
(1) Non-current assets
(a) Fixed Assets
(i) Tangible assets	132.443	163.340	151.709
(ii) Intangible Assets	42.979	51.194	14.104
(iii) Capital work-in-progress	0.000	0.000	12.408
(iv) Intangible assets under development	0.000	0.000	0.000
(b) Non-current Investments	205.784	205.784	241.607
(c) Deferred tax assets (net)	111.050	104.593	94.380
(d) Long-term Loan and Advances	419.926	342.416	433.801
(e) Other Non-current assets	1.921	1.921	1.921
Total Non-Current Assets	914.103	869.248	949.930
(2) Current assets
(a) Current investments	0.000	0.000	0.000
(b) Inventories	0.000	0.000	0.000
(c) Trade receivables	369.653	639.129	531.025
(d) Cash and cash equivalents	1672.417	1327.293	714.399
(e) Short-term loans and advances	873.377	1298.151	1303.772
(f) Other current assets	4.117	12.626	1.296
Total Current Assets	2919.564	3277.199	2550.492
TOTAL	3833.667	4146.447	3500.422

PROFIT & LOSS ACCOUNT

	PARTICULARS		31.03.2014	31.03.2013	31.12.2011 (15 Months)
	SALES
		Sales and Services	1173.510	1487.830	1110.780
		Other Operating Income	520.780	604.060	495.390
		Other Income	243.660	90.370	92.390
		TOTAL	1937.950	2182.260	1698.560
Less	EXPENSES
		TOTAL	1702.290	2465.930	1644.980
	PROFIT / (LOSS) BEFORE TAX		235.660	(283.670)	53.580
Less	TAX		60.360	(11.530)	16.690
	PROFIT / (LOSS) AFTER TAX		175.300	(272.140)	36.890
	Earnings Per Share (Rs.)		21.85	(33.91)	4.42

KEY RATIOS

PARTICULARS		31.03.2014	31.03.2013	31.12.2011 (15 Months)
Net Profit Margin PAT / Sales	(%)	14.94	(18.29)	3.32
Return on Total Assets (PBT/Total Assets}	(%)	6.70	(7.39)	1.70
Return on Investment (ROI) (PBT/Networth)		0.37	(0.41)	0.05
Debt Equity Ratio (Total Debt /Networth)		0.00	0.01	0.00
Current Ratio (Current Asset/Current Liability)		0.94	0.98	1.02

FINANCIAL ANALYSIS

[all figures are in Rupees Millions]

DEBT EQUITY RATIO

Particular	31.12.2011	31.03.2013	31.03.2014
	Rs. In Millions	Rs. In Millions	Rs. In Millions
Share Capital	83.500	83.500	80.231
Reserves & Surplus	892.027	611.535	550.036
Net worth	975.527	695.035	630.267
long-term borrowings	0.000	0.000	0.000
Short term borrowings	2.555	7.000	0.000
Total borrowings	2.555	7.000	0.000
Debt/Equity ratio	0.003	0.010	0.000

YEAR-ON-YEAR GROWTH

Year on Year Growth	31.12.2011	31.03.2013	31.03.2014
	Rs. In Millions	Rs. In Millions	Rs. In Millions
Sales	1110.780	1487.830	1173.510
		33.945	(21.126)

NET PROFIT MARGIN

Net Profit Margin	31.12.2011	31.03.2013	31.03.2014
	Rs. In Millions	Rs. In Millions	Rs. In Millions
Sales	1110.780	1487.830	1173.510
Profit	36.890	(272.140)	175.300
	3.32%	(18.29%)	14.94%

LOCAL AGENCY FURTHER INFORMATION

CURRENT MATURITIES OF LONG TERM DEBT DETAILS ARE NOT AVAILABLE

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:

Particulars	31.03.2014 Rs. In Millions	31.03.2013 Rs. In Millions
Short Term Borrowings
Deposits	0.000	7.000
Total	0.000	7.000

INDEX OF CHARGE:

Sr. No.	Charge ID	Date of Charge Creation/Modification	Charge amount secured	Charge Holder	Address	Service Request Number (SRN)
1	10087058	15/07/2011 *	680,000,000.00	DEUTSCHE BANK AG	HAZARIMAL SOMANI MARG, FORT, MUMBAI, MAHARASHTRA - 400001, INDIA	B16713802

*Date of modification Charges

FIXED ASSETS:

· Furniture and fixtures

· Vehicles

· Motor vehicles

· Office equipment

· Computer equipment’s

PRESS RELEASE

KUONI EXITS INDIA TOUR OPERATING BUSINESS

MUMBAI: Kuoni, the world's biggest holiday maker, is exiting the tour operating business in India as part of a global strategy to pull out of this segment. Kuoni will now focus on being a service provider to the travel industry and governments, which will make it largely a B2B player. 

In the recent past, the travel market has seen a major change with the business moving online, hitting conventional tour operators hard. Traditional travel agencies are re-defining their business models, focusing on customized holiday packages as travel portals increasingly acquire a big chunk of the market. 

Kuoni's tour operating business, too, faced challenges from the changing market dynamics that forced it to choose distinct development priorities. In consideration of the fundamental changes in the travel industry, Kuoni has decided to focus its resources in select areas and, hence, its move to divest its tour operating activities. The divestment from tour operating business, which generated revenues of $2.16 billion in 2014, will impact 3,800 staff worldwide. Recently, Thomas Cook exited the Indian travel business by selling its local unit to the Prem Watsa-owned Fairfax Holdings. 

In India, Kuoni's tour operating business comprises the outbound division under SOTC and business travel unit, formerly known as HRG SITA. A substantial chunk of Kuoni India's revenue comes from these two segments, for which the Zurich-based parent is looking for buyers. 

Switzerland's 108-year-old brand entered India in May 1996 through the acquisition of SOTC, an already established name at that time. Over the years, it snapped up other home-grown companies — including SITA World Travel, Tour Club and Distant Frontiers. Under the new arrangement, Kuoni will be structured into three divisions — global travel distribution, global travel services and VFS Global, a visa service provider. VFS Global was conceptualized and launched in India in 2001 by Zubin Karkaria, who still heads the division. It was subsequently taken to other geographies by Kuoni. In the last 13 years, it has emerged as one of the large revenue contributors to Kuoni's global operations. In 2014, VFS Global's revenues grew 11.3% — the highest growth rate among all segments. 

In India, Kuoni's operations will be reduced to the inbound travel unit through SITA and Distant Frontiers, and visa services arm VFS Global. The reduced portfolio of activities, according to Kuoni, will help accelerate growth and improve its profitability. 

The exit from the tour operating business will not have any impact on customers or their current and future bookings, Kuoni said. 

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.61.74
UK Pound	1	Rs.92.71
Euro	1	Rs.69.94

INFORMATION DETAILS

Information Gathered by :	HNA
Analysis Done by :	SUB
Report Prepared by :	NKT

SCORE & RATING EXPLANATIONS

SCORE FACTORS	RANGE	POINTS
HISTORY	1~10	6
PAID-UP CAPITAL	1~10	5
OPERATING SCALE	1~10	5
FINANCIAL CONDITION
--BUSINESS SCALE	1~10	6
--PROFITABILITY	1~10	4
--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
--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		46

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.