MIRA INFORM REPORT

Report No. :	351559
Report Date :	27.11.2015

IDENTIFICATION DETAILS

Name :	BROOKS BROTHERS INDIA PRIVATE LIMITED (w.e.f. 28.05.2013)
Formerly Known As :	IN VOGUE BRAND SOLUTIONS PRIVATE LIMITED
Registered Office :	8^th Floor, Maker Tower 'E', Cuffe Parade, Mumbai – 400005, Maharashtra
Tel. No.:	91-22-40613000
Country :	India
Financials (as on) :	31.03.2014
Date of Incorporation :	27.02.2012
Com. Reg. No.:	11-227437
Capital Investment / Paid-up Capital :	Rs.316.000 Million
CIN No.: [Company Identification No.]	U74900MH2012PTC227437
IEC No.:	Not Available / Not Applicable (As claimed by company management that company does not export and import)
TAN No.: [Tax Deduction & Collection Account No.]	MUMI10579C
PAN No.: [Permanent Account No.]	AACCI9235J
Legal Form :	Private Limited Liability Company
Line of Business :	The Company is mainly engaged in Organised Retail.
No. of Employees :	Information declined by the management

RATING & COMMENTS

MIRA’s Rating :

Ba (42)

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 relatively new company incorporated in February 2012 and has satisfactory track record. It is a part of “Brooks Brothers Group Inc”, US. As per financial of the year 2014, the company has recorded some accumulated losses from past few years. However, there appear no external borrowings as the management is operating on their own funds. Trade relations are reported as fair. Business is active. Payment terms are slow but correct. In view of strong support from parent company, the subject 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

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 31-03-2015.

INFORMATION DECLINED

Management Non-Cooperative (Tel No.:91-22-40613000)

LOCATIONS

Registered Office :	8^th Floor, Maker Tower 'E', Cuffe Parade, Mumbai – 400005, Maharashtra, India
Tel. No.:	91-22-40613000
Fax No.:	Not Available
E-Mail :	hetal.mehta@ril.com amishagandhi@ril.com rrplanet.td@zmail.com

DIRECTORS

As on 20.06.2013

Name :	Darshan Rasiklal Mehta
Designation :	Director
Address :	32, Mayflower Carmichael Road, Mumbai – 400026, Maharashtra, India
Date of Birth/Age :	31.07.1961
Date of Appointment :	27.02.2012
DIN No. :	00103155
Name :	Claudio Del Vecchio
Designation :	Director
Address :	393 Mill River Road, Oyster Bay, New York 11771
Date of Birth/Age :	26.02.1957
Date of Appointment :	20.06.2013
DIN No.:	06428578
Name :	Paulette Garafalo
Designation :	Director
Address :	315 E 72, ST 9B, New York 10021
Date of Birth/Age :	16.07.1956
Date of Appointment :	20.06.2013
DIN No. :	06428580
Name :	Andy S Lew
Designation :	Director
Address :	Flat 27 J, 33, Tai Tam Road, The Manhattan
Date of Birth/Age :	21.10.1970
Date of Appointment :	20.06.2013
DIN No. :	06428568
Name :	Mr. Anupama Ahluwalia
Designation :	Director
Address :	23/24, Asuda Kutir, Plot No. 217/C, Mount Mary Road, Bandra West, Mumbai - 400050, Maharashtra, India
Date of Appointment :	11.05.2015
DIN No.:	07154386

KEY EXECUTIVES

Name :	Prasanta Kumar Sahoo
Designation :	Secretary
Address :	D-604, Safal Parisar II, South Bopal, Ahmedabad – 380058, Gujarat, India
Date of Birth/Age :	04.05.1966
Date of Appointment :	21.01.2013
PAN No.:	AFFPS2684L

MAJOR SHAREHOLDERS / SHAREHOLDING PATTERN

As on 20.06.2013

Names of Shareholders	No. of Shares	% of Share held
Reliance Brands Limited, India	10584000	49.00
BBDI LLC, United States of America	11016000	51.00
Total	21600000	100.00

Equity Share Break up (Percentage of Total Equity)

As on 20.06.2013

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	51.00
Bodies corporate	49.00
Total	100.00

BUSINESS DETAILS

Line of Business :	The Company is mainly engaged in Organised Retail.
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 :	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 :

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 :	Chaturvedi and Shah Chartered Accountants
Address :	714-715, Tulsiani Chambers 212, Nariman Point Mumbai – 400021, Maharashtra, India
PAN N Income-tax PAN of auditor or auditor's firm :	AAAFC0662N
Memberships :	Not Available
Collaborators :	Not Available
Holding Company / Joint Venture Partner :	BBDI LLC, United States
Joint Venture Partner :	Reliance Brands Limited CIN No.: U51900MH2007PLC174470
Holding Company of BBDI LLC :	Brooks Brothers Group Inc.
Subsidiaries of Brooks Brothers Group Inc.	· Golden Fleece Manufacturing Group, LLC (Division – Brooks Brothers Tie Factory) Brook Brothers Retail Brand Alliance Europe SRL Brooks Brothers Far East Limited Southwick Apparel LLC RBA Wholesale LLC Garland Shirt Factory LIC Tie factory Brooks Brothers (Korea), Limited

CAPITAL STRUCTURE

As on 10.09.2014

Authorised Capital : Rs. 460.000 Million

Issued, Subscribed & Paid-up Capital : Rs. 406.000 Million

As on 31.03.2014

Authorised Capital :

No. of Shares	Type	Value	Amount
25000000	Equity Shares	Rs.10/- each	Rs.250.000 Million

Issued, Subscribed & Paid-up Capital :

No. of Shares	Type	Value	Amount
31600000	Equity Shares	Rs.10/- each	Rs.316.000 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	316.000	216.000
(b) Reserves & Surplus	(75.210)	(31.750)
(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)	240.790	184.250
(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	0.190	0.070
Total Non-current Liabilities (3)	0.190	0.070
(4) Current Liabilities
(a) Short term borrowings	0.000	0.000
(b) Trade payables	18.640	9.880
(c) Other current liabilities	22.390	7.480
(d) Short-term provisions	0.010	0.000
Total Current Liabilities (4)	41.040	17.360
TOTAL	282.020	201.680
II. ASSETS
(1) Non-current assets
(a) Fixed Assets
(i) Tangible assets	99.290	9.230
(ii) Intangible Assets	0.000	0.000
(iii) Capital work-in-progress	14.960	16.550
(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	32.110	54.130
(e) Other Non-current assets	0.000	0.000
Total Non-Current Assets	146.360	79.910
(2) Current assets
(a) Current investments	73.280	97.790
(b) Inventories	56.940	17.320
(c) Trade receivables	0.740	0.290
(d) Cash and cash equivalents	3.860	2.050
(e) Short-term loans and advances	0.840	4.320
(f) Other current assets	0.000	0.000
Total Current Assets	135.660	121.770
TOTAL	282.020	201.680

PROFIT & LOSS ACCOUNT

	PARTICULARS	31.03.2014	31.03.2013
	INCOME	NA	NA
	EXPENSES	NA	NA
	PROFIT/(LOSS) BEFORE TAX	(43.460)	(31.750)
Less	TAX	0.000	0.000
	PROFIT/(LOSS) AFTER TAX	(43.460)	(31.750)
Add	PREVIOUS YEARS’ BALANCE BROUGHT FORWARD	(31.750)	0.000
	BALANCE CARRIED TO THE B/S	(75.210)	(31.750)
	Earnings / (Loss) Per Share (Rs.)	(2.01)	(6.65)

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
Net cash flows from (used in) operations	(73.940)	(63.340)
Net cash flow from operating activity	(73.940)	(63.340)

KEY RATIOS

PARTICULARS		31.03.2014	31.03.2013
Return on Total Assets (PBT/Total Assets}	(%)	(16.27)	(17.15)
Return on Investment (ROI) (PBT/Networth)		(0.18)	(0.17)
Debt Equity Ratio (Total Debt /Networth)		0.00	0.00
Current Ratio (Current Asset/Current Liability)		3.31	7.01

FINANCIAL ANALYSIS

[all figures are in Rupees Million]

DEBT EQUITY RATIO

Particular	31.03.2013	31.03.2014
	Rs. In Millions	Rs. In Millions
Share Capital	216.000	316.000
Reserves & Surplus	(31.750)	(75.210)
Share Application money pending allotment	0.000	0.000
Net worth	184.250	240.790
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

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	No
5	Buyer visit details	--
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	Yes
21	Banking facility details	Yes
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	--
33	Market information	--
34	Payments terms	No
35	Negative Reporting by Auditors in the Annual Report	No

OPERATIONAL REVIEW:

The Company is a Joint Venture of BBDI, LLC, subsidiary of Brooks Brothers Group, Inc USA and Reliance Brands Limited for sale of products under the proprietary marks under the Joint Venture Agreement.

The Company currently operates six Brooks Brothers stores at various locations in India.

INDEX OF CHARGES: NO CHARGES EXSIT FOR THE COMPANY

CONTINGENT LIABILITIES:

(Rs. in million)

PARTICULARS	31.03.2014	31.03.2013
Estimated amount of contracts remaining to be executed on capital account and not provided for	15.920	12.070

FIXED ASSETS

• Plant and equipment
• Furniture and fixtures
• Office equipment
• Leasehold improvements

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 records 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.66.55
UK Pound	1	Rs.100.64
Euro	1	Rs.70.69

INFORMATION DETAILS

Information Gathered by :	NYA
Analysis Done by :	HNA
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	3
--LIQUIDITY	1~10	5
--LEVERAGE	1~10	6
--RESERVES	1~10	3
--CREDIT LINES	1~10	6
--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		42

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.