MIRA INFORM REPORT

Report Date :

29.09.2011

IDENTIFICATION DETAILS

Name :	WOLTER KLUWER (INDIA) PRIVATE LIMITED w.e.f 0 4.01.2007

Formerly Known As :	WOLTERS KLUWER HEALTH INDIA PRIVATE LIMITED

Registered Office :	Flat no. 1221, Devika Tower, 6 Nehru Place, New Delhi – 110019, Delhi

Country :	India

Financials (as on) :	31.03.2010

Date of Incorporation :	16.12.2005

Com. Reg. No.:	55-143768

Capital Investment / Paid-up Capital :	Rs. 27.753 Millions

CIN No.: [Company Identification No.]	U74899DL2005PTC143768

Tin No:	07310326755

Legal Form :	Private Limited Liability Company

Line of Business :	Service Provider of Publication of Books , Financial Services and Health Care Solutions.

No. of Employees :	90 (Approximately)

RATING & COMMENTS

MIRA’s Rating :

Ba (45)

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

Maximum Credit Limit :	USD 420000

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. Payment are reported to be usually correct and as per commitments. The company can be considered normal for business dealings at usual trade terms and condions.

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 – June 30, 2010

Country Name

Previous Rating

(01.04.2010)

Current Rating

(30.06.2010)

India

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

INFORMATION PARTED BY

Name :	Mr. Arun Arora
Designation :	Accounts officer
Contact No.:	91-124-4960999
Date :	24.09.2011

LOCATIONS

Registered Office :	Flat no. 1221, Devika Tower, 6 Nehru Place, New Delhi – 110019, Delhi
Tel. No.:	91-11-46530000/4960999/
Mobile No. :	91-9818387110 ( Mr. Anil Gauniyal)
Fax No.:	91-11-46530399/4960888
E-Mail :	marketing@wolterskluwerindia.co.in Ankur.jain@wolterskluwer.com info@wolterkluwer.com vinay.hebbar@wolterskluwer.com
Website :	http://www.wolterskluwerindia.co.in
Location :	Owned

Corporate Office :	10^th Floor, Tower C, Building No. 10, DLF Cyber City Phase ll, Gurgaon, Haryana, India
Tel. No.:	91-124-4960999
Mobile No. :	91-9818387110 ( Mr. Anil Gauniyal)
Fax No.:	91-124-4960888
E-Mail :	marketing@wolterskluwerindia.co.in
Website :	http://www.wolterskluwerindia.co.in

Corporate Headquarters :	Zuidpoolsingel 2, 2408 ZE, Alphen aan den rijn, The Netherlands
Tel. No.:	31-(0)172641400
Fax No.:	31-(0)172474889
E-Mail :	info@wolterskluwer.com

DIRECTORS

As on 25.09.2010

Name :

Mrs Oza Jagruti

Designation :

Director

Address :

5, Webster Avenue Simmit, NJ 07091, USA

Date of Birth/Age :

16.05.1960

Date of Appointment :

16.12.05

DIN No.:

00494168

Name :

Mr. John Roberts

Designation :

Director

Address :

24, Kingsley Green, Frodsham, Cheshire, WA66YA, United Kingdom

Date of Appointment :

28.02.2006

DIN No.:

00195326

Name :

Mr. Subramani Mahalingam

Designation :

Managing Director

Address :

C – 9, 9704, Vasant Kunj, New Delhi – 110070, India

Date of Birth/Age :

25.12.1955

Date of Appointment :

21.02.2005

DIN No.:

00338344

Othe 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	U74899DL2005PTC143768	WOLTERS KLUWER (INDIA) PRIVATE LIMITED	Managing director	20/11/2006	21/12/2005	-	Active	NO
2	U72900MH1998PTC115735	CCH Prosystem India Private Limited	Director	30/08/2010	22/01/2010	-	Active	NO

Name :

Mr. Ankur Jain

Designation :

Director

Address :

1^st Floor, 81, Surya Niketan, Delhi- 110092, India

Date of Appointment :

11.07.2007

DIN No.:

01653567

KEY EXECUTIVES

Name :	Mr. Arun Arora
Designation :	Accounts officer

MAJOR SHAREHOLDERS / SHAREHOLDING PATTERN

As on 25.09.2010

Names of Shareholders		No. of Shares
Wolters Kluver International Holding BV. , Netherland		2774999
Schelten and Giltay Bv, Netherland		277
TOTAL		2775276

Equity Share Break up (Percentage of Total Equity)

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 :

Service Provider of Publication of Books , Financial Services and Health Care Solutions.

Products :

Product Descriptions	Item Code
Printed Books	49011010
Journals and Period Cals	49029020
Charts	49059990

Terms :

Selling :

Cash and Credit ( 30days)

Purchasing :

Cash and Credit (30days)

GENERAL INFORMATION

No. of Employees :	90 (Approximately)

Bankers :	Citi Bank, New Delhi, India

Facilities :	--


Banking Relations :

Auditors :
Name :	BSR and Company Chartered Accountant
Address :	Building No.10, 8^th Floor, Tower B, DLF Cyber City Phase ll, Gurgaon – 122002, Haryana, India
PAN.:	AAAFB9852F

Holding Company:	Wolters Kluwer International Holding BV

Associates/Subsidiaries :	Adis Data Information B.V Adis International Limited Aspen Publisher Inc. CCH Asia private Limited CCH Australia Limited CCH Canadian Limited CCH Hongkong Limited CCH Newzealand Limited CCH Incorported CCH Japan Commearce Clearing House Kluwer Law International United Kingdom Lippincon Williams and Willkins Asia Limited Ovid Technologies Inc. Ovid Technologies Private Limited Wolters Kluwer (UK) Limited Wolters Kluwer Corporate Amsterdan Wolters Kluwer Health Pharma Solution (Europe) Limited Wolters Kluwer Health Inc. Wolters Kluwer Health Inc.(Pharma Us) Wolters Kluwer Enterprise Services Partners SDn Bhd Wolters Kluwer United States

CAPITAL STRUCTURE

As on 31.03.2010

Authorised Capital :

No. of Shares	Type	Value	Amount

500000	Equity Shares	Rs.10/- each	Rs. 0.500 Millions

Issued, Subscribed & Paid-up Capital :

No. of Shares	Type	Value	Amount

2775276	Equity Shares	Rs.10/- each	Rs. 27.753 Millions

Notes:

Out of above 2,774,999 shares are held by Wolter Kluwer International Holdings B.V., The holding company. Balances are held by scheltens and Giltay B.V., an associates enterprise. The ultimate holding company is Wolters Kluwer N.V

FINANCIAL DATA

[all figures are in Rupees Millions]

ABRIDGED BALANCE SHEET

SOURCES OF FUNDS		31.03.2010	31.03.2009
SHAREHOLDERS FUNDS
1] Share Capital		27.752	27.753
2] Share Application Money		0.000	0.000
3] Reserves & Surplus		79.529	62.392
4] (Accumulated Losses)		0.000	0.000
NETWORTH		107.281	90.145
LOAN FUNDS
1] Secured Loans		0.000	0.000
2] Unsecured Loans		0.000	0.000
TOTAL BORROWING		0.000	0.000
DEFERRED TAX LIABILITIES		0.000	0.000

TOTAL		107.281	90.145

APPLICATION OF FUNDS

FIXED ASSETS [Net Block]		4.775	8.104
Capital work-in-progress		0.043	0.032

INVESTMENT		0.000	0.000
DEFERREX TAX ASSETS		12.840	7.802

CURRENT ASSETS, LOANS & ADVANCES
	Inventories	24.689	21.174
	Sundry Debtors	93.105	81.708
	Cash & Bank Balances	25.495	20.080
	Other Current Assets	0.000	0.000
	Loans & Advances	74.416	53.886
Total Current Assets		217.705	176.848
Less : CURRENT LIABILITIES & PROVISIONS
	Sundry Creditors	57.212	49.068
	Other Current Liabilities	7.992	5.754
	Provisions	62.878	47.819
Total Current Liabilities		128.082	102.641
Net Current Assets		89.623	74.207

MISCELLANEOUS EXPENSES		0.000	0.000

TOTAL		107.281	90.145

PROFIT & LOSS ACCOUNT

	PARTICULARS		31.03.2010	31.03.2009
	SALES
		Income	336.009	300.075
		Other Income	0.353	1.191
		TOTAL	336.362	301.266

Less	EXPENSES
		Printing and editorial charges	97.673	92.100
		Increase / Decrease in stock	(1.369)	(7.050)
		Cost of goods Purchase for resale	21.462	6.813
		Seminar Expenses	2.635	4.528
		Personnel expenses	66.364	55.710
		Selling and Distribution expenses	51.431	50.024
		Administrative and other expenses	67.815	50.344
		TOTAL	306.011	252.469

Less	PROFIT BEFORE INTEREST, TAX, DEPRECIATION AND AMORTISATION		30.351	48.797


Less/ Add	DEPRECIATION/ AMORTISATION		4.562	5.310

	PROFIT BEFORE TAX		25.789	43.487

Less	TAX		8.653	16.194

	PROFIT AFTER TAX		17.136	27.293

Add	PREVIOUS YEARS’ BALANCE BROUGHT FORWARD		62.392	35.099

	BALANCE CARRIED TO THE B/S		79.528	62.392

	EARNINGS IN FOREIGN CURRENCY		37.597	41.379

	Earnings Per Share (Rs.)		6.17	9.83

KEY RATIOS

PARTICULARS		31.03.2010	31.03.2009
PAT / Total Income	(%)	5.09	9.06

Net Profit Margin (PBT/Sales)	(%)	7.68	14.49

Return on Total Assets (PBT/Total Assets}	(%)	11.59	23.51

Return on Investment (ROI) (PBT/Networth)		0.24	0.48

Debt Equity Ratio (Total Liability/Networth)		1.19	1.14

Current Ratio (Current Asset/Current Liability)		1.70	1.72

LOCAL AGENCY FURTHER INFORMATION

BACKGROUND:

Subject was incorporated on 16 December 2005 as a private limited company . The Company is a subsidiary of Wolters Kluwer International Holding B.V and the ultimate holding company is Wolters Kluwer N.V . The company has received approval of foreign Investment Promotion Board on 23 February 2006 for undertaking the Following activities:

a) To carry on business of import and resale within India or outside India in accordance with customs regulations.

b) To acquire rights and to print, reprint, translate, adapt, publish, and sell in India and export to any other countries, educational books, professional books including pharmaceuticals solution and other books primarily relating to the subject of medicine.

FIXED ASSETS:

Leasehold Improvements
Furniture and Fixtures
Office Equipment
Computer Equipment

WEBSITE DETAIL:

Wolters Kluwer Health is a division of Wolters Kluwer, a leading global information services and publishing company with 2009 annual revenues of €3.4 billion (US$4.8 billion), employs approximately 19,300 people worldwide, and maintains operations in over 40 countries across Europe, North America, Asia Pacific, and Latin America. Wolters Kluwer is headquartered in Alphen aan den Rijn, the Netherlands. It is a leading provider of information for professionals and students in medicine, nursing, allied health and pharmacy.

Wolters Kluwer Health started its operations in India at its New Delhi office in 2006. Today, They have a well developed publishing, sales, marketing and customer support structure supporting major Wolters Kluwer Health brands, including our book and journal publishing of Lippincott Williams and Wilkins, online information provider Ovid, and pharmaceutical information providers Adis and Source

At Wolters Kluwer, They excel at combining our superior information with the latest innovative technologies for use in the professional context our customers operate in. Their intelligent solutions incorporate open architecture networks in which we play a hub role, coordinating activities and enabling communication across a customer’s workflow. They ensure that their customers have the solutions they need, when they need them, and in the media best suited to their requirements.

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.49.18
UK Pound	1	Rs.76.65
Euro	1	Rs.66.63

SCORE & RATING EXPLANATIONS

SCORE FACTORS	RANGE	POINTS
HISTORY	1~10	5
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	5
--LEVERAGE	1~10	5
--RESERVES	1~10	5
--CREDIT LINES	1~10	5
--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	NO
--LISTED	YES/NO	NO
--OTHER MERIT FACTORS	YES/NO	YES
TOTAL		45

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.