MIRA INFORM REPORT

Report Date :

02.11.2011

IDENTIFICATION DETAILS

Name :	PROACTIVE IN AND OUT ADVERTISING LIMITED (W.E.F.03.03.2009)
Formerly Known As :	PROACTIVE IN AND OUT ADVERTISING PRIVATE LIMITED (w.e.f. 29.05.2001) KALAKUNJ AUDIO VIDEO PRIVATE LIMITED
Registered Office :	3^rd Floor, Samkeet Apartment, Sant Janabai Marg, Off Hanuman Road, Vile Parle (East), Mumbai-400057, Maharashtra
Country :	India
Financials (as on) :	31.03.2010
Date of Incorporation :	05.05.1995
Com. Reg. No.:	11-088103
Capital Investment/ Paid-up Capital:	Rs. 0.500 Million
CIN No.: [Company Identification No.]	U32300MH1995PLC088103
TAN No.: [Tax Deduction & Collection Account No.]	MUMP14506C
PAN No.: [Permanent Account No.]	AACCP6306R
Legal Form :	A Closely held Public Limited Liability Company.
Line of Business :	Providing Advertising Agency Services.
No. of Employees:	Not Divulged by the management

RATING & COMMENTS

MIRA’s Rating :

Ba (49)

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

Maximum Credit Limit :	USD 110000
Status :	Satisfactory
Payment Behaviour :	Usually Correct
Litigation :	Clear
Comments :	Subject is a well established company having satisfactory track. Trade relations are reported as fair. Business is active. Payments are reported to be usually correct and as per commitments. The company can be considered normal for business dealings at usual trade terms and conditins.

NOTES :

Any query related to this report can be made on e-mail : infodept@mirainform.com while quoting report number, name and date.

INFORMATION DECLINED BY

Name :	Mr. Kamlesh Kaushal
Designation :	Accounts Manager
Contact No.:	91-9004415532
Date :	01.11.2011

LOCATIONS

Registered Office :	3^rd Floor, Samkeet Apartment, Sant Janabai Marg, Off Hanuman Road, Vile Parle (East), Mumbai-400057, Maharashtra, India
Tel. No.:	91-22-26108750
Fax No.:	91-22-26108749
E-Mail :	agarwalkala@gmail.com deepak@prachar.in
Branch Office :	7, The Emperor Building, Fatehgunj Main Road, Fateganj, Vadodara-390002, Gujarat, India
Tel. No.:	91-265-2781161

DIRECTORS

As on 30.09.2010

Name :

Mr. Mohanlal Banvarilal Goyanka

Designation :

Director

Address :

18, Narayan Mukherjee Road, Kolkata, West Bengal, India

Date of Appointment :

31.05.2001

DIN No.:

00150034

Other Directorship:

S.No.	CIN	Name of the Company	Current designation of the director	Date of appointment at current designation	Original date of appointment	Date of cessation	Company Status	Defaulting status
1	U36991WB1998PTC088301	Emami International Private Limited	Director	20/11/1998	20/11/1998	-	Active	NO
2	U15520WB1988PTC045075	Bhanu Vyapaar Private Limited	Director	06/08/1999	06/08/1999	-	Active	NO
3	U65929WB1992PLC056893	Neelam Lefin Limited	Director	22/08/1999	22/08/1999	-	Amalgamated	NO
4	U32300MH1995PLC088103	Proactive In And Out Advertising Limited Cn	Director	31/05/2001	31/05/2001	-	Active	NO
5	L63993WB1983PLC036030	Emami Limited	Whole-time director	15/01/2011	15/01/2005	-	Active	NO
6	U26940WB2007PLC116503	Emami Cement Limited	Director	13/06/2007	13/06/2007	-	Active	NO
7	U17299WB2007PTC116718	Emami Chisel Art Private Limited	Director	21/06/2007	21/06/2007	-	Amalgamated	NO
8	U26959ML2008PLC008312	Emami (meghalaya) cement limited.	Director	27/03/2008	27/03/2008	-	Active	NO
9	L24239WB1919PLC136397	Zandu Realty Limited	Managing director	05/11/2010	05/11/2008	-	Active	NO
10	L45400WB2008PLC121426	Emami Infrastructure Limited	Additional director	30/04/2009	30/04/2009	25/01/2010	Active	NO
11	U85110WB1986PLC040525	Amri Hospitals Limited	Additional director	18/05/2009	18/05/2009	31/08/2009	Active	NO
12	U70100WB2007PTC120647	Emami Enclave Makers Private Limited	Director	26/07/2010	26/07/2010	-	Active	NO

Name :

Mr. Anant Sajjan Jain

Designation :

Director

Address :

501, Laxmi Villa, Tagore Road, Santacruz (West), Mumbai-400054, Maharashtra, India

Date of Appointment :

01.08.2002

DIN No.:

00301374

Other Directorship:

S.No.	CIN	Name of the Company	Current designation of the director	Date of appointment at current designation	Original date of appointment	Date of cessation	Company Status	Defaulting status
1	U67120MH1992PTC068418	Laxminath Investment And Management Consultants Private Limited	Director	04/09/1992	04/09/1992	-	Active	NO
2	U51909MH1998PTC113240	Genuine Home Care Product Private Limited	Director	27/01/1998	27/01/1998	-	Active	NO
3	U74300MH1999PLC120243	Proactive Communications Limited	Director	09/06/1999	09/06/1999	-	Active	NO
4	U32300MH1995PLC088103	Proactive In And Out Advertising Limited Cn	Director	01/08/2002	01/08/2002	-	Active	NO
5	U74899DL1999PLC102216	Bansal Corporation Limited	Director	29/08/2003	29/08/2003	17/02/2007	Active	NO
6	U92100MH2004PTC147848	Gold Entertainment Private Limited	Director	04/08/2004	04/08/2004	-	Active	NO
7	U45201DL2004PTC130486	Pacific Maintenance Services Private Limited	Director	09/11/2004	09/11/2004	17/02/2007	Active	NO
8	U22100DL2007PTC165591	Proactive Digital Media Private Limited	Director	06/07/2007	06/07/2007	-	Active	YES
9	U74300MH2007PTC173209	Adon Proactive Advertising Private Limited	Director	17/08/2007	17/08/2007	-	Active	YES

Name :

Mr. Veenu Anant Jain

Designation :

Director

Address :

302, Sana Building, Linking Road, Santacruz (West), Mumbai-400054, Maharashtra, India

Date of Appointment :

01.11.2004

DIN No.:

00301285

KEY EXECUTIVES

Name :	Mr. Kamlesh Kaushal
Designation :	Accounts Manager

MAJOR SHAREHOLDERS / SHAREHOLDING PATTERN

As on 30.09.2010

Names of Shareholders	No. of Shares
Nemichand Jain	100
Vinita Jain	100
Rakesh Jain	1800
Rajesh Jain	1800
Anant Jain	21800
Sajjan Kumar Jain (HUF)	1500
Rajesh Jain (HUF)	1500
Rakesh Jain (HUF)	1400
Veenu Jain	20000
Total	50000

Equity Share Breakup (Percentage of Total Equity)

As on 30.09.2010

Category	Percentage
Directors or relatives of Directors	100.00
Total	100.00

BUSINESS DETAILS

Line of Business :

Providing Advertising Agency Services.

GENERAL INFORMATION

No. of Employees :

Not Divulged by the management

Bankers :

Yes Bank Limited, 9^th Floor, Nehru Centre, Discovery of India, Dr. Annie Besant Road, Worli, Mumbai-400018, Maharashtra, India

Facilities :

Unsecured Loans	31.03.2010 Rs. In Millions	31.03.2009 Rs. In Millions
Emami Capital Markets Limited	99.829	106.087
Pan Emami Cosmod Limited	13.958	0.000
Total	113.787	106.087

Banking Relations :	--
Auditors :
Name :	B Sariya and Associates Chartered Accountant
Address :	2, Dinkar Niwas, 13, Naviwadi, D.S.A. Lane, Mumbai-400002, Maharashtra, India
PAN No.:	AALPS8868F

CAPITAL STRUCTURE

As on 31.03.2010

Authorised Capital :

No. of Shares	Type	Value	Amount
50000	Equity Shares	Rs. 10/- each	Rs. 0.500 Million

Issued, Subscribed & Paid-up Capital :

No. of Shares	Type	Value	Amount
50000	Equity Shares	Rs. 10/- each	Rs. 0.500 Million

FINANCIAL DATA

[all figures are in Rupees Millions]

ABRIDGED BALANCE SHEET

SOURCES OF FUNDS		31.03.2010	31.03.2009	31.03.2008
SHAREHOLDERS FUNDS
1] Share Capital		0.500	0.500	0.100
2] Share Application Money		0.000	0.000	0.000
3] Reserves & Surplus		27.709	21.075	14.716
4] (Accumulated Losses)		0.000	0.000	0.000
NETWORTH		28.209	21.575	14.816
LOAN FUNDS
1] Secured Loans		0.000	0.000	0.000
2] Unsecured Loans		113.787	106.087	47.585
TOTAL BORROWING		113.787	106.087	47.585
DEFERRED TAX LIABILITIES		0.037	0.034	0.024
TOTAL		142.033	127.696	62.425
APPLICATION OF FUNDS
FIXED ASSETS [Net Block]		0.237	0.204	0.141
Capital work-in-progress		0.000	0.000	0.000
INVESTMENT		0.000	0.000	0.000
DEFERREX TAX ASSETS		0.000	0.000	0.000
CURRENT ASSETS, LOANS & ADVANCES
	Inventories	0.000	0.000	0.000
	Sundry Debtors	96.772	67.446	53.709
	Cash & Bank Balances	17.519	18.583	7.164
	Other Current Assets	0.000	0.000	0.000
	Loans & Advances	55.002	64.964	28.486
Total Current Assets		169.293	150.993	89.359
Less : CURRENT LIABILITIES & PROVISIONS
	Sundry Creditors	23.462	19.261	22.649
	Other Current Liabilities	1.010	1.036	1.339
	Provisions	3.025	3.205	3.088
Total Current Liabilities		27.497	23.502	27.076
Net Current Assets		141.796	127.491	62.283
MISCELLANEOUS EXPENSES		0.000	0.001	0.001
TOTAL		142.033	127.696	62.425

PROFIT & LOSS ACCOUNT

	PARTICULARS		31.03.2010	31.03.2009	31.03.2008
	SALES
		Income	177.848	167.065	128.613
		Other Income	1.008	0.708	0.000
		TOTAL (A)	178.856	167.773	128.613
Less	EXPENSES
		Purchase	135.860	128.600	93.254
		Employees Compensation and Benefits	8.668	8.174	6.159
		Sales and Marketing Expenses	5.163	3.529	7.669
		Administrative and General Expenses	4.869	6.373	6.714
		TOTAL (B)	154.560	146.676	113.796
Less	PROFIT BEFORE INTEREST, TAX, DEPRECIATION AND AMORTISATION (A-B) (C)		24.296	21.097
Less	FINANCIAL EXPENSES (D)		14.546	11.420	6.586
	PROFIT BEFORE TAX, DEPRECIATION AND AMORTISATION (C-D) (E)		9.750	9.677
Less/ Add	DEPRECIATION/ AMORTISATION (F)		0.088	0.102	0.075
	PROFIT BEFORE TAX (E-F) (G)		9.662	9.575	8.155
Less	TAX (H)		3.028	3.216	3.095
	PROFIT AFTER TAX (G-H) (I)		6.634	6.359	5.060
Less	Income Tax adjustment for the earlier year		--	--	(0.114)
	BALANCE CARRIED TO THE B/S		6.634	6.359	5.174
	Earnings Per Share (Rs.)		132.68	--	--

KEY RATIOS

PARTICULARS		31.03.2010	31.03.2009	31.03.2008
PAT / Total Income	(%)	3.71	3.79	3.93
Net Profit Margin (PBT/Sales)	(%)	5.43	5.73	6.34
Return on Total Assets (PBT/Total Assets}	(%)	5.70	6.33	9.11
Return on Investment (ROI) (PBT/Networth)		0.34	0.44	0.55
Debt Equity Ratio (Total Liability/Networth)		5.09	6.01	5.04
Current Ratio (Current Asset/Current Liability)		6.16	6.42	3.30

LOCAL AGENCY FURTHER INFORMATION

DETAILS OF SUNDRY CREDITORS

(Rs. In Millions)

Particulars	31.03.2010	31.03.2009	31.03.2008
Sundry Creditors
Creditor For Purchase	10.844	11.248	13.796
Creditor for Expenses	12.618	8.013	8.853
Total	23.462	19.261	22.649

OPERATIONS:

The company had a reasonably good year during the year. The company achieved Sales Turnover of Rs. 178.856 Millions as against Rs. 167.772 Millions during the previous year. The net profit after tax for the year is Rs. 6.6345 Millions whereas the same in the last year was Rs. 6.359 Millions.

Contingent Liabilities:

Guarantee given to other parties in respect of tender and creditor on behalf of the company and other of Rs. 14.224 Millions (Previous year Rs. 9.728 Millions)

Bankers Charges Report as per Registry

Corporate identity number of the company	U32300MH1995PLC088103
Name of the company	PROACTIVE IN AND OUT ADVERTISING LIMITED
Address of the registered office or of the principal place of business in India of the company	3^rd Floor, Samkeet Apartment, Sant Janabai Marg, Off Hanuman Road, Vile Parle (East), Mumbai-400057, Maharashtra, India
This form is for	Creation of Charge
Type of charge	Book Debts Movable Property (not being pledge)
Particular of charge holder	Yes Bank Limited, 9^th Floor, Nehru Centre, Discovery of India, Dr. Annie Besant Road, Worli, Mumbai-400018, Maharashtra, India Email: shareholders@yesbank.in
Nature of instrument creating charge	Deed of Hypothecation
Date of instrument Creating the charge	26.11.2010
Amount secured by the charge	Rs. 30.000 Millions
Brief of the principal terms an conditions and extent and operation of the charge	Rate of Interest Bank Guarantee: Commission- 1% p.a. Terms of Repayment BG Tenor- 36 Months including claim period Margin Nil Extent and Operation of the charge Exclusive charge on current assets to cover following: Bank Guarantee (BG) (Performance) : Rs. 30.000 Millions
Short particulars of the property or asset(s) charged (including complete address and location of the property)	Exclusive charge on current assets to cover following: Bank Guarantee (BG) (Performance) : Rs. 30.000 Millions

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 records 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.49.08
UK Pound	1	Rs.78.78
Euro	1	Rs.67.76

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	5
--PROFITABILIRY	1~10	5
--LIQUIDITY	1~10	6
--LEVERAGE	1~10	6
--RESERVES	1~10	6
--CREDIT LINES	1~10	5
--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	NO
--LISTED	YES/NO	NO
--OTHER MERIT FACTORS	YES/NO	YES
TOTAL		49

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.