MIRA INFORM REPORT

Report Date :

26.09.2011

IDENTIFICATION DETAILS

Name :	C.B.S. PUBLISHERS AND DISTRIBUTORS PRIVATE LIMITED
Registered Office :	CBS Plaza, 4819/XI, Prahlad Street, 24 Ansari Road, Darya Ganj, New Delhi – 110 002
Country :	India
Financials (as on) :	31.03.2010
Date of Incorporation :	28.09.1988
Com. Reg. No.:	55-033711
Capital Investment / Paid-up Capital :	Rs.45.000 millions
CIN No.: [Company Identification No.]	U74899DL1988PTC033711
TAN No.: [Tax Deduction & Collection Account No.]	DELC10826E
PAN No.: [Permanent Account No.]	AAACC3200D
Legal Form :	Private Limited Liability Company
Line of Business :	Subject is a publishing-cum-book distribution organization.
No. of Employees :	Not Available

RATING & COMMENTS

MIRA’s Rating :

B (32)

RATING		STATUS	PROPOSED CREDIT LINE
26-40	B	Capability to overcome financial difficulties seems comparatively below average.	Small

Maximum Credit Limit :	USD 229000
Status :	Moderate
Payment Behaviour :	Slow but correct
Litigation :	Clear
Comments :	Subject has been taken over the running business of CBS Publishers and Distributors, erstwhile a partnership concern w.e.f. 1^st April, 2009. It is an established company having moderate track. Profitability of the company appears to be low. However, trade relations are reported as fair. Business is active. Payments are reported to be slow but correct. The company can be considered for business dealings with some caution.

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 – April 1, 2010

Country Name	Previous Rating (31.12.2009)	Current Rating (01.04.2010)
India	A1	A1

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

LOCATIONS

Registered/ Head Office :	CBS Plaza, 4819/XI, Prahlad Street, 24 Ansari Road, Darya Ganj, New Delhi – 110 002, India
Tel. No.:	91-11-23289259, 23266861, 23266867, 23280327
Fax No.:	91-11-23266818
E-Mail :	delhi@cbspd.com ca.sanchitjain@gmail.com caskj11@gmail.com
Website :	http://www.cbspd.com
Branch Office 1 :	Sheema House, 2975, 17^th Cross, K.R. Road, Bansankari, 2^nd Stage, Bangalore - 560 070, Karnataka, India
Tel. No.:	91-80-26771678, 26771679
Fax No.:	91-80-26771680
E-Mail :	bangalore@cbspd.com
Branch Office 2 :	Bhuruk Prestige, Sr. No-52/12/2+1+3/2, Narhe, Haveli, (Near Katraj-Dehu Road By-Pass), Pune, Maharashtra, India
Tel. No.:	91-20-32342277
E-Mail :	pune@cbspd.com
Branch Office 3 :	36/14, Kalluvilakam, Lissie Hospital Road, Cochin – 662 018, Kerala, India
E-Mail :	cochin@cbspd.com
Branch Office 4 :	20, West Park Road, Shenoy Nagar, Chennai – 600 030, Tamilnadu, India
E-Mail :	chennai@cbspd.com

DIRECTORS

As on 30.09.2010

Name :

Manju Jain

Designation :

Director

Address :

C-129, Preet Vihar, Delhi – 110 092, India

Date of Birth/Age :

25.01.1957

Date of Appointment :

28.09.1988

DIN No.:

00801281

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	U74899DL1988PTC033711	C B S Publishers and Distributors Private Limited	Director	28-09-88	28-09-88	03-06-11	Active	NO
2	U74899DL1993PTC054445	Scientific International Private Limited	Director	03-06-11	03-06-11	-	Active	NO

Name :

Mr. Surender Kumar Jain

Designation :

Director

Address :

485, Jain Bhawan, Bholanath Nagar, Shahdara, Delhi – 110 032, India

Date of Birth/Age :

21.03.1937

Date of Appointment :

29.01.2009

DIN No.:

00801302

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	U74899DL1993PTC054445	Scientific International Private Limited	Director	15-07-93	15-07-93	03-06-11	Active	NO
2	U74899DL1988PTC033711	C B S Publishers and Distributors Private Limited	Director	29-01-09	29-01-09	03-06-11	Active	NO

Name :

Saroj Jain

Designation :

Director

Address :

485, Jain Bhawan, Bholanath Nagar, Shahdara, Delhi – 110 032, India

Date of Birth/Age :

27.04.1948

Date of Appointment :

28.09.1988

DIN No.:

01428766

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	U74899DL1988PTC033711	C B S Publishers and Distributors Private Limited	Director	28-09-88	28-09-88	03-06-11	Active	NO

Name :

Mr. Satish Kumar Jain

Designation :

Director

Address :

D-130, Preet Vihar, Delhi – 110 092, India

Date of Birth/Age :

24.11.1956

Date of Appointment :

28.09.1988

DIN No.:

01561440

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	U74899DL1988PTC033711	C B S Publishers and Distributors Private Limited	Director	28-09-88	28-09-88	-	Active	NO
2	U74899DL1993PTC054445	Scientific International Private Limited	Director	15-07-93	15-07-93	03-06-11	Active	NO
3	U29120DL2005PTC135455	ASP Pumps Private Limited	Director	21-07-08	21-07-08	-	Active	NO

MAJOR SHAREHOLDERS / SHAREHOLDING PATTERN

As on 30.09.2010

Names of Shareholders	No. of Shares
Satish Kumar Jain	179554
Manju Jain	89932
Saroj Jain	89932
Anil Jain	500
Surender Kumar Jain	90047
Ved Prakash Sachdeva	5
C.P. Jain (HUF)	5
C.P. Jain	5
Dibbu Ram Jain and Sons	5
Satish Kumar Jain (HUF)	5
Surender Kumar Jain and Sons, India	5
Vinod Kumar Jain (HUF)	5
Total	450000

As on 30.09.2010

Equity Share Breakup	Percentage of Holding
Category
Directors or relatives of directors	100.00

BUSINESS DETAILS

Line of Business :

Subject is a publishing-cum-book distribution organization.

GENERAL INFORMATION

No. of Employees :	Not Available
Bankers :	v Oriental Bank of Commerce, 73-74-75, Sunder Complex, Chawri Bazar, New Delhi – 110 006, India v Vijaya Bank

Banking Relations :	--
Auditors :
Name :	Sunil Jain and Company Chartered Accountants
Address :	43, Daryaganj, New Delhi – 110 002, India
Tel. No.:	91-11-23262656
Fax No.:	91-11-23280327
E-Mail :	mail@skjca.in
Income-tax PAN of auditor or auditor's firm :	AAQFM1491B

CAPITAL STRUCTURE

As on 31.03.2010

Authorised Capital :

No. of Shares	Type	Value	Amount
450000	Equity Shares	Rs.100/- each	Rs.45.000 millions

Issued, Subscribed & Paid-up Capital :

No. of Shares	Type	Value	Amount
450000	Equity Shares	Rs.100/- each	Rs.45.000 millions

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		45.000	0.419	0.419
2] Share Application Money		0.000	0.000	0.000
3] Reserves & Surplus		12.276	0.000	0.196
4] (Accumulated Losses)		0.000	(0.222)	0.000
NETWORTH		57.276	0.197	0.615
LOAN FUNDS
1] Secured Loans		62.367	0.000	0.000
2] Unsecured Loans		49.630	0.000	0.000
TOTAL BORROWING		111.997	0.000	0.000
DEFERRED TAX LIABILITIES		0.000	0.000	0.000
TOTAL		169.273	0.197	0.615
APPLICATION OF FUNDS
FIXED ASSETS [Net Block]		74.462	0.106	0.106
Capital work-in-progress		0.000	0.000	0.000
INVESTMENT		0.000	0.000	0.000
DEFERREX TAX ASSETS		0.205	0.000	0.000
CURRENT ASSETS, LOANS & ADVANCES
	Inventories	160.560	0.011	0.010
	Sundry Debtors	579.032	0.258	0.323
	Cash & Bank Balances	9.112	0.030	0.073
	Other Current Assets	0.000	0.000	0.000
	Loans & Advances	21.588	0.103	0.109
Total Current Assets		770.292	0.402	0.515
Less : CURRENT LIABILITIES & PROVISIONS
	Sundry Creditors & Other Current Liabilities	668.907	0.311	0.006
	Provisions	6.779	0.000	0.000
Total Current Liabilities		675.686	0.311	0.006
Net Current Assets		94.606	0.091	0.509
MISCELLANEOUS EXPENSES		0.000	0.000	0.000
TOTAL		169.273	0.197	0.615

PROFIT & LOSS ACCOUNT

	PARTICULARS		31.03.2010	31.03.2009	31.03.2008
	SALES
		Income	870.751	0.000	0.000
		Other Income
		TOTAL	870.751	0.000	0.000
Less	EXPENSES
		Office Expenses	845.206	0.418	0.006
		Administrative Expenses
		Advertising Expenses
		TOTAL	845.206	0.418	0.006
	PROFIT/ (LOSS) BEFORE TAX, DEPRECIATION AND AMORTISATION		25.545	(0.418)	(0.006)
Less/ Add	DEPRECIATION/ AMORTISATION		6.473	0.000	0.000
	PROFIT/ (LOSS) BEFORE TAX		19.072	(0.418)	(0.006)
Less	TAX		6.779	0.000	0.000
	PROFIT/ (LOSS) AFTER TAX		12.293	(0.418)	(0.006)
Add	Provision for Deferred Tax		0.205	--	--
Add	PREVIOUS YEARS’ BALANCE BROUGHT FORWARD		(0.222)	0.196	0.202
Less	APPROPRIATIONS
		Transfer to General Reserve	12.000	0.000	0.000
	BALANCE CARRIED TO THE B/S		0.276	(0.222)	0.196
	EARNINGS IN FOREIGN CURRENCY
		Export Earnings	67.754	0.000	0.000
	TOTAL EARNINGS		67.754	0.000	0.000
	Earnings/ (Loss) Per Share (Rs.)		4.24	(0.93)	NA

KEY RATIOS

PARTICULARS		31.03.2010	31.03.2009	31.03.2008
PAT / Total Income	(%)	1.41	0.00	0.00
Return on Total Assets (PBT/Total Assets}	(%)	2.26	(82.28)	(0.97)
Return on Investment (ROI) (PBT/Networth)		33.30	(2.12)	(0.01)
Debt Equity Ratio (Total Liability/Networth)		13.75	1.58	0.01
Current Ratio (Current Asset/Current Liability)		1.14	1.29	85.83

LOCAL AGENCY FURTHER INFORMATION

Note:

The registered office of the company has been shifted from 4596/1-A, 11, Darya Gunj, New Delhi to the present address w.e.f. 20.03.2009.

FINANCIAL RESULTS:

The Company, however, has entered into an agreement with CBS Publishers and Distributors (the Firm) on 30.03.2009 to take over the firm w.e.f. 1.4.2009 as a going concern.

FORM 8:

Corporate identity number of the company	U74899DL1988PTC033711
Name of the company	C.B.S. PUBLISHERS AND DISTRIBUTORS PRIVATE LIMITED
Address of the registered office or of the principal place of business in India of the company	4819/ XI, 24 Darya Ganj, New Delhi – 110 002, India E-Mail:
This form is for	Modification of charge
Charge identification number of the modified	10172755
Type of charge	Book Debts Movable Property Others (stock, advance and all other assets of company)
Particular of charge holder	Oriental Bank of Commerce, 73-74-75, Sunder Complex, Chawri Bazar, New Delhi – 110 006, India E-Mail: bm0015@obc.co.in
Nature of description of the instrument creating or modifying the charge	Supplemental agreement to secure credit/loan facilities
Date of instrument Creating the charge	23.06.2010
Amount secured by the charge	Rs.75.000 millions
Brief particulars of the principal terms an conditions and extent and operation of the charge	Rate of Interest: PLR-2.00% i.e. @ 10.00% p.a. (Present PLR of the Bank is 12.00%) at present with the monthly rest, Penal Interest @ 2% p.a. over and above the rate of overdrawn portion shall be applicable. Terms of Repayment: As per agreement Margin: 25% margin against CC limit of Rs.75.000 millions Extent and Operation of the charge: CC limit of Rs.75.000 millions Against the hypothecation of stock of all types of educational/professional/competitive books of Indian and Foreign Authors and advance to suppliers and all the book debts/receivables hypothecation of entire existing and future fixed assets of the company
Short particulars of the property charged	NA
Date of latest modification prior to the present modification	22.07.2009
Particulars of the present modification	Limit enhanced from CC limit Rs.45.000 millions and working capital term loan Rs.50.000 millions and Demand draft Limit of Rs.4.000 millions to cc limit Rs.75.000 millions.

FIXED ASSETS:

v Air Conditioner

v Furniture

v Fan

v Cycle

v Office Equipment

v Scooter

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.49.67
UK Pound	1	Rs.76.50
Euro	1	Rs.66.98

SCORE & RATING EXPLANATIONS

SCORE FACTORS	RANGE	POINTS
HISTORY	1~10	5
PAID-UP CAPITAL	1~10	4
OPERATING SCALE	1~10	4
FINANCIAL CONDITION
--BUSINESS SCALE	1~10	4
--PROFITABILIRY	1~10	2
--LIQUIDITY	1~10	4
--LEVERAGE	1~10	3
--RESERVES	1~10	3
--CREDIT LINES	1~10	3
--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		32

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.