MIRA INFORM REPORT

Report No. :	349312
Report Date :	27.11.2015

IDENTIFICATION DETAILS

Name :	KELLOGG INDIA PRIVATE LIMITED (w.e.f. 26.03.2002)

Formerly Known As :	KELLOGG INDIA LIMITED

Registered Office :	Plot No. L2 and L3, MIDC, Taloja, Raigad – 410 208, Maharashtra
Tel. No.:	91-22-30927081

Country :	India

Financials (as on) :	31.03.2014

Date of Incorporation :	10.10.1990

Com. Reg. No.:	11-058489

Capital Investment / Paid-up Capital :	Rs.757.960 Million

CIN No.: [Company Identification No.]	U15490MH1990PTC058489

IEC No.:	0393032043

TAN No.: [Tax Deduction & Collection Account No.]	Not Available

PAN No.: [Permanent Account No.]	AAACK1748A

Legal Form :	Private Limited Liability Company

Line of Business :	Subject is engaged in Manufacturing and Selling of Processed Food Business.

No. of Employees :	Information denied by management

RATING & COMMENTS

MIRA’s Rating :

Aaa (88)

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

Maximum Credit Limit :	USD 13000000

Status :	Excellent

Payment Behaviour :	Regular

Litigation :	Clear

Comments :	Subject is a subsidiary of Kellogg's, United States and incorporated in the year 1990. It is engaged in the business of manufacturing and selling of processed Food Business. Some of its major products are Chocos, corn Flakes, Honey Loops and Oat-bites. Kellogg's ranked 210 in the fortune 500 companies with brand value of USD 7,082 million and enterprise value of USD 22,530 million. In 2012, Kellogg's became the world's second-largest snack food company (after Pepsico) by acquiring the Pringles potato crisps brand from Procter and Gamble for $2.7 billion in a cash deal. For the financial year ended 2014, Kellogg India has reported growth of 17.83% in total revenue at Rs. 6059.400 Million as against Rs. 5142.500 Million and net profit of company has registered a growth of 74.47% compared to that of precious year. The company possesses strong financial risk profile marked by strong operating efficiencies. It has adequate net worth base, favorable liquidity profile along with zero debt balance sheet profile. Further, it is also to be noted that the company has diversified business portfolio backed by its global footprints in food processing industry and decent brand recognition worldwide. Trade relations are trustworthy. Payments are reported to be regular and as per commitment. 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.

HENKEL RATING

HENKEL’s Rating :

100 (Very low risk (blue ships))

Credit Rating	Henkel Rating (Customer Risk Assesment- CRA)
Mira Inform	Risk Category	Credit Limit	Description
Aaa	100	Inter Company, credit limit not required	Very low risk (blue ships)
Aa	200, 201	(120% of Gross Annualised Sales/365)*Credit Term.	Low risk
A	300, 301	(100% of Gross Annualised Sales/365)*Credit Term.	Moderate risk
Ba	350	(90% of Gross Annualised Sales/365)*Credit Term.	Significant risk
B	400	(80% of Gross Annualised Sales/365)*Credit Term.	High risk
B	450	(80% of Gross Annualised Sales/365)*Credit Term.	Very high risk
Ca or C	500*	NIL/ Legal/ Bad/No Transaction	Doubtful accounts
	007*	NIL	Small unrated customers
	009*	NIL	Inactive customers
	999*	Initially First Invoice vales, CRA will be done and based on report the CL would get revised.	New customer

ECGC Country Risk Classification List – March 31, 2015

Country Name

Previous Rating

(31.12.2014)

Current Rating

(31.03.2015)

India

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 31-03-2015.

INFORMATION DECLINED BY

Name :	Mr. Mahesh Khushlani
Designation :	Finance Manager
Contact No.:	91-22-30927074
Date :	26.11.2015

LOCATIONS

Registered Office / Factory:	Plot No L2 and L3, MIDC, Taloja, Raigad – 410 208, Maharashtra, India.
Tel. No.:	91-22-30927081 / 30927000/ 66484000
Fax No.:	91-22-30927001
E-Mail :	ala@ala-india.com madhukar.patil@kellogg.com
Website :	http://www.kelloggs.com
Location :	Leased

Corporate office / Regional Sales Office :	1001-1002, 10th Floor, Hiranandani Business Park, Delphi Building, 501, “B” Wing, Powai, Mumbai, Maharashtra
Tel. No.:	91-22-66484000
Fax No.:	91-22-66484008

Plant:	1355, Cashew Boulevard, Sector-27, Sricity - 517588, Andhra Pradesh, India

DIRECTORS

AS ON 31.03.2015

Name :

Ms. Sangeeta Sandeep Pendurkar

Designation :

Managing Director

Address :

3901-3902, 39, Aqua Planet Godrej, 30, K. Khadye Marg, Mahalaxmi, Mumbai-400011, Maharashtra, India

Date of Birth/Age :

24.01.1966

Date of Appointment :

03.12.2010

DIN No.:

03321646

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	U15490MH1990PTC058489	KELLOGG INDIA PRIVATE LIMITED	Managing director	3/12/2010	29/11/2010	-	Active	NO
2	U62200DL2013PLC259904	TATA SIA AIRLINES LIMITED	Director	1/9/2015	23/07/2015	-	Active	NO

Name :

Mr. Tharakad Swaminathan Venkatram

Designation :

Director

Address :

RH-606, Purva Riviera, Airport Road, Marathahallai, Bangalore-560037, Karnataka, India

Date of Birth/Age :

27.08.1968

Date of Appointment :

27.09.2012

DIN No.:

05262277

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	U15490MH1990PTC058489	KELLOGG INDIA PRIVATE LIMITED	Director	27/09/2012	24/04/2012	-	Active	NO

Name :

Mr. Harpreet Singh JasjitSingh Tibb

Designation :

Director

Address :

Dr. Charat Singh Bungalow, Dr. Charat Singh Colony, Andheri, Kurla Road, Mumbai -400093, Maharashtra, India

Date of Appointment :

30.09.2015

DIN No.:

07063885

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	U15490MH1990PTC058489	KELLOGG INDIA PRIVATE LIMITED	Director	30/09/2015	9/1/2015	-	Active	NO

KEY EXECUTIVES

Name :	Mr. Mahesh Khushlani
Designation :	Finance Manager

Name :	Pallav Patni
Designation :	Chie Finance Officer
Address :	Wing 1703, Lake Castle, Hiranandani, Powai, Mumbai - 400076, Maharashtra, India
Date of Appointment :	11.09.2015
PAN No.:	ADMPP7644J

MAJOR SHAREHOLDERS / SHAREHOLDING PATTERN

As on 26.09.2014

Names of Shareholders		No. of Shares
Kellogg Company, USA		75794319
Kellogg Asia Inc., USA		1728
Total		75796047

As on 05.11.2014

Names of Allottees		No. of Shares
Kellogg Company, USA		1162010
Total		1162010

Equity Share Break up (Percentage of Total Equity)

As on 26.09.2014

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 :	Subject is engaged in Manufacturing and Selling of Processed Food Business.

Brand Names :	Not Available

Agencies Held :	Not Available

Exports :	Not Divulged

Imports :	Not Divulged

Terms :	Not Divulged
Purchasing :

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 :

Banker Name	Not Divulged
Branch Address	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

Facilities :

Secured Loan	31.03.2014 (Rs. in Millions)	31.03.2013 (Rs. in Millions)
Long-term Borrowings
Loans taken for vehicles	6.558	4.723
Total	6.558	4.723

Auditors :
Name :	Lovelock and Lewes Chartered Accountants
Address :	252, Veer Sawarkar, MargShivaji Park, Dadar, Maharashtra, India
PAN N Income-tax PAN of auditor or auditor's firm :	AABFL5878L

Memberships :	Not Available

Collaborators :	Not Available

Holding Company :	Kellogg Company

*Fellow Subsidiary Companies:**	Kellogg (Aust) Pty Limited(Subsidiaries of Kellogg Company, USA) Kellogg Marketing and Sales Company (UK) Limited Kellogg Asia Marketing Inc Kellogg Asia Sdn Bhd Kellogg South Africa KEZA Kellogg (Qingdao) Foods Company Limited Kellogg Asia Pacific Pte Limited, Singapore Kellogg (Thailand) Limited Pringles International Operations SARL Singapore Branch Kellogg De Centro America SA Kellogg Company Mexico Kellogg Asia Inc USA NOTE: * The list of fellow subsidiaries has been limited to entities with whom transactions have taken place. Subsidiaries of the holding company, Kellogg Company, USA that are under common control with the reporting entity with whom there are no transactions, have not been disclosed.

CAPITAL STRUCTURE

AS ON 26.09.2014

Authorised Capital :

No. of Shares	Type	Value	Amount

350000000	Equity Shares	Rs.10/- each	Rs. 3500.000 Millions

Issued, Subscribed & Paid-up Capital :

No. of Shares	Type	Value	Amount

76958057	Equity Shares	Rs.10/- each	Rs. 769.581 Millions

As on 31.03.2014

Authorised Capital :

No. of Shares	Type	Value	Amount

350000000	Equity Shares	Rs.10/- each	Rs. 3500.000 Millions

Issued, Subscribed & Paid-up Capital :

No. of Shares	Type	Value	Amount

75796047	Equity Shares	Rs.10/- each	Rs. 757.960 Millions

FINANCIAL DATA

[all figures are in Rupees Million]

FINANCIAL DETAIL ATTACHED

CURRENT MATURITIES OF LONG TERM DEBT DETAILS

Particulars	31.03.2014	31.03.2013	31.03.2012
Current Maturities of Long term debt	NA	NA	NA
Cash generated from operations	NA	NA	NA
Net cash flows from (used in) operations	588.541	284.198	295.196

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	521.900	589.621	757.960
Reserves & Surplus	590.728	918.819	3695.243
Money received against share warrants	0.000	0.000	0.000
Share Application money pending allotment	203.160	750.425	0.000
Net worth	1315.788	2258.865	4453.203

long-term borrowings	5.048	4.723	6.558
Short term borrowings	0.000	0.000	0.000
Total borrowings	5.048	4.723	6.558
Debt/Equity ratio	0.004	0.002	0.001

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)
Total Income	3936.100	5142.500	6059.400
		30.650	17.830

NET PROFIT MARGIN

Net Profit Margin	31.03.2012	31.03.2013	31.03.2014
	(Rs. In Million)	(Rs. In Million)	(Rs. In Million)
Total Income	3936.100	5142.500	6059.400
Profit	189.700	192.500	335.500
	4.82%	3.74%	5.54%

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	Yes
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 three years	Yes
27	Reasons for variation <> 20%	--
28	Estimation for coming financial year	No
29	Profitability for last three 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

INDEX OF CHARGES: NO CHARGES EXIST FOR COMPANY

FIXED ASSETS

Tangible assets

Land
Buildings
Plant and equipment
Furniture and fixtures
Vehicles
Office equipment
Computer equipments
Other equipments
Leasehold improvements

Intangible assets

Computer software
Commercial contractual rights

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.66.55
UK Pound	1	Rs.100.64
Euro	1	Rs.70.70

INFORMATION DETAILS

Information Gathered by :	GYT

Analysis Done by :	TRI

Report Prepared by :	KVT

SCORE & RATING EXPLANATIONS

SCORE FACTORS	RANGE	POINTS
HISTORY	1~10	10
PAID-UP CAPITAL	1~10	9
OPERATING SCALE	1~10	10
FINANCIAL CONDITION
--BUSINESS SCALE	1~10	10
--PROFITABILITY	1~10	10
--LIQUIDITY	1~10	10
--LEVERAGE	1~10	9
--RESERVES	1~10	10
--CREDIT LINES	1~10	10
--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		88

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

INDEX OF CHARGES: NO CHARGES EXIST FOR COMPANY

Unit