MIRA INFORM REPORT

Report Date :

26.03.2012

IDENTIFICATION DETAILS

Name :	EDU SMART SERVICES PRIVATE LIMITED
Registered Office :	G-63, SFS, Gaurav Apartments, Saket, New Delhi – 110017
Country :	India
Financials (as on) :	31.03.2011
Date of Incorporation :	02.07.2009
Com. Reg. No.:	55-191840
Capital Investment / Paid-up Capital :	Rs.450.100 Millions
CIN No.: [Company Identification No.]	U80902DL2009PTC191840
TAN No.: [Tax Deduction & Collection Account No.]	DELE05272B
PAN No.: [Permanent Account No.]	AACCE2221N
Legal Form :	Private Limited Liability Company
Line of Business :	Educational Service and Technology
No. of Employees :	Not Available

RATING & COMMENTS

MIRA’s Rating :

B (34)

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

Maximum Credit Limit :	USD 2117000
Status :	Moderate
Payment Behaviour :	Slow but correct
Litigation :	Clear
Comments :	Subject is a relatively new company having moderate track. The company’s performance is improving. Trade relations are reported as fair. Business is active. Payments ate reported as fair. Business is active. Payments are reported to be slow but correct. The company can be considered for business dealings with some cautions.

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 – September 30, 2011

Country Name	Previous Rating (30.06.2011)	Current Rating (30.09.2011)
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 Office :	G-63, SFS, Gaurav Apartments, Saket, New Delhi – 110017, India
Tel. No.:	Not Available
Fax No.:	Not Available
E-Mail :	pramod.thatoi@edusmartservices.com anil.singh@educomp.com
Website :	www.edusmartservices.com
Corporate Office :	H-35/1, DLF City Phase I, Gurgaon, Haryana-122002, India

DIRECTORS

As on 30.09.2011

Name :

Mr. Ashok Mehta

Designation :

Managing director

Address :

A-202, Mantri Terrace, Bilekahalli, Bangalore – 560076, Karnataka, India

Date of Birth/Age :

07.06.1964

Qualification :

MBA

Date of Appointment :

02.07.2009

DIN No.:

01989533

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	U52599TN1998PTC041563	WHEITSTONE PRODUCTIONS PRIVATE LIMITED	Director	18-01-03	18-01-03	-	Active	NO
2	U80902DL2009PTC191840	Edu Smart Services Private Limited	Managing director	22-12-09	02-07-09	-	Active	NO
3	U45400DL2010PTC209195	ROSEBUD BUILDWELL PRIVATE LIMITED	Director	10-12-10	10-12-10	-	Active	NO

Name :

Mr. Pramod Thatoi

Designation :

Whole-time director

Address :

B-65, West Vinod Nagar, Delhi – 110092, India

Date of Birth/Age :

03.06.1968

Date of Appointment :

02.07.2009

DIN No.:

00912346

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	U72900DL2002PTC116534	A P EDUVISION PRIVATE LIMITED	Director	23-03-06	23-03-06	12-08-09	Active	NO
2	U80902DL2009PTC191840	Edu Smart Services Private Limited	Whole-time director	01-10-09	02-07-09	-	Active	NO

KEY EXECUTIVES

Name :	Mr. Mayank Mudgal
Designation :	Secretary
Address :	2709/A, 3^rd Floor, Gali No. 13, Ranjeet Nagar, New Delhi – 110008, India
Date of Birth/Age :	15.05.1987
Date of Appointment :	01.09.2011
Pan No. :	AUTPM0869L

MAJOR SHAREHOLDERS / SHAREHOLDING PATTERN

As on 30.09.2011

Names of Shareholders (Equity Share)	No. of Shares
Pramod Thatoi B-65, West Vinod Nagar, Delhi – 110092, India	5000
Ashok Mehta A-202, Mantri Terrace, Bilekahalli, Bangalore – 560076, Karnataka, India	5000
TOTAL	10000

As on 30.09.2011

Names of Shareholders (Preference Share)	No. of Shares
Educomp Solutions Limited 1211, Padma Tower -1, 5 Rajendra Palace, New Delhi – 110008, India	4500000
TOTAL	4500000

As on 15.06.2009

Names of Shareholders	No. of Shares
Abhina Raj Nath Dhar, 607, Tower 40 Heritage City, M G Road, Opposite D T Mall, Gurgaon – 122002, Hayana, India	5000
Pramod Gangadhar Thatoi R/O B- 65, West Vinod Nagar, Delhi – 110092, India	5000
TOTAL	10000

Equity Share Break up (Percentage of Total Equity)

As on 30.09.2011

Category	Percentage
Directors or relatives of Directors	100.00
Total	100.00

BUSINESS DETAILS

Line of Business :

Educational Service and Technology

GENERAL INFORMATION

No. of Employees :

Not Available

Bankers :

• Punjab National Bank, 781-785, Rayala Towers, Chennai – 600002, Tamilnadu, India
• DBS Bank Limited, Upper Ground Floor, 25, Barakhamba Road, Delhi – 110001, India

Facilities :

Secured Loan	As on 31.03.2011 (Rs. in Millions)	As on 31.03.2010 (Rs. in Millions)
Rupee term loans banks secured	8062.604	6640.000
Total	8062.604	6640.000
Footnotes (A) From banks-Term loan (Due within one year Rs.393.006 Millions) (B) From banks-Term loan (Due within one year Rs.846.700 Millions)

Banking Relations :	--
Auditors :
Name :	Sanjay Rastogi and Associates Chartered Accountant
Address :	G-63, SFS, Gaurav Apartments, Saket, New Delhi – 110017, India
PAN.:	AAKPR7129K

CAPITAL STRUCTURE

As on 31.03.2011

Authorised Capital :

No. of Shares	Type	Value	Amount
10000	Equity Shares	Rs.10/- each	Rs.0.100 Millions
4500000	Preference Shares	Rs.100/- each	Rs.450.000 Millions
	TOTAL		Rs.450.100 Millions

Issued, Subscribed & Paid-up Capital :

No. of Shares	Type	Value	Amount
10000	Equity Shares	Rs.10/- each	Rs.0.100 Millions
4500000	Preference Shares	Rs.100/- each	Rs.450.000 Millions
	TOTAL		Rs.450.100 Millions

Footnotes

(A) 10000 equity shares of Rs.10 each

(B) 1,000 equity shares of Rs.10 each

(C) 4500000 8% Cumulative Redeemable Non Convertible Preference Shares of Rs.100 each

(D) 4500000 8% Cumulative Redeemable Non Convertible Preference Shares of Rs.100 each

(E) 10000 equity shares of Rs.10 each, fully paid up

(F) 10000 equity shares of Rs.10 each, fully paid up

(G) 4500000 8% Cumulative Redeemable Non Convertible Preference shares of Rs.100 each, fully paid up + Note: The maximum term of the aforesaid shares is 20 years. However, the Board of directors of the Company, on the receipt of the reasonable notice from the preference shareholders, has the right to accept, at any point of time, the pre- mature redemption of

(H) 2000000 8% Cumulative Redeemable Non Convertible Preference shares of Rs.100 each, fully paid up

FINANCIAL DATA

[all figures are in Rupees Millions]

ABRIDGED BALANCE SHEET

SOURCES OF FUNDS		31.03.2011	31.03.2010
SHAREHOLDERS FUNDS
1] Share Capital		450.100	200.100
2] Share Application Money		0.000	0.000
3] Reserves & Surplus		79.112	5.845
4] (Accumulated Losses)		0.000	0.000
NETWORTH		529.212	205.945
LOAN FUNDS
1] Secured Loans		8062.604	6640.000
2] Unsecured Loans		0.000	0.000
TOTAL BORROWING		8062.604	6640.000
DEFERRED TAX LIABILITIES		39.257	4.059
TOTAL		8631.073	6850.004
APPLICATION OF FUNDS
FIXED ASSETS [Net Block]		1435.269	2071.523
Capital work-in-progress		0.000	0.413
INVESTMENT		0.000	0.000
DEFERREX TAX ASSETS		0.000	0.000
CURRENT ASSETS, LOANS & ADVANCES
	Inventories	1831.237	9.746
	Sundry Debtors	8702.663	4884.558
	Cash & Bank Balances	727.309	599.881
	Other Current Assets	4433.608	6470.849
	Loans & Advances	261.569	4.822
Total Current Assets		15956.386	11969.856
Less : CURRENT LIABILITIES & PROVISIONS
	Sundry Creditors	8448.280	6853.631
	Other Current Liabilities	311.167	336.683
	Provisions	1.135	1.474
Total Current Liabilities		8760.582	7191.788
Net Current Assets		7195.804	4778.068
MISCELLANEOUS EXPENSES		0.000	0.000
TOTAL		8631.073	6850.004

PROFIT & LOSS ACCOUNT

	PARTICULARS		31.03.2011	31.03.2010
	SALES
		Income	9179.977	2223.104
		Other Income
		TOTAL (A)	9179.977	2223.104
Less	EXPENSES
		Office Expenses	8431.946	2117.342
		Administrative Expenses
		Advertising Expenses
		TOTAL (B)	8431.946	2117.342
	PROFIT BEFORE TAX, DEPRECIATION AND AMORTISATION (C-D) (E)		748.031	105.762
Less/ Add	DEPRECIATION/ AMORTISATION (F)		639.565	95.814
	PROFIT BEFORE TAX (E-F) (G)		108.466	9.948
Less	TAX (H)		35.199	4.103
	PROFIT AFTER TAX (G-I) (I)		73.267	5.845
Less	APPROPRIATIONS
		Cumulative Preference Share Dividend Reserve	38.155	5.845
	BALANCE CARRIED TO THE B/S		35.112	0.000
	Earnings Per Share (Rs.)		7326.96	584.48

KEY RATIOS

PARTICULARS		31.03.2011	31.03.2010
PAT / Total Income	(%)	0.80	0.26
Return on Total Assets (PBT/Total Assets}	(%)	0.62	0.07
Return on Investment (ROI) (PBT/Networth)		0.20	0.05
Debt Equity Ratio (Total Liability/Networth)		31.79	67.16
Current Ratio (Current Asset/Current Liability)		1.82	1.66

LOCAL AGENCY FURTHER INFORMATION

Notes: The registered office address has been changed from WZ 931 A/2, Street No. 14 A/2, Sadh Nagar, Palam Colony, Delhi – 110045, India to present address w.e.f 01.07.2011

FORM 8

Corporate identity number of the company	U80902DL2009PTC191840
Name of the company	Edu Smart Services Private Limited
Address of the registered office or of the principal place of business in India of the company	G-63, SFS, Gaurav Apartments, Saket, New Delhi – 110017, India Email: pramod.thatoi@edusmartservices.com
This form is for	Creation of charge
Type of charge	Book Debts Floating Charge
Particular of charge holder	DBS Bank Limited, Upper Ground Floor, 25, Barakhamba Road, Delhi – 110001, India Email: anurag@dbs.com
Nature of instrument creating charge	Deed of Hypothecation and Floating Charge dated 13th October, 2011.
Date of instrument Creating the charge	13.10.2011
Amount secured by the charge	Rs.500.000 Millions
Brief of the principal terms an conditions and extent and operation of the charge	Rate of Interest As agreed between the parties. Terms of Repayment As agreed between the parties. Margin 40% against Hypothecated assets Extent and Operation of the charge First and exclusive Hypothecation and floating Charge over its current assets (of the designated schools) including but not limited to Book debts, securities-in-trade to secure the financial facilities sanctioned by the Bank plus interest, cost, commission, costs, charges and expenses.
Short particulars of the property or asset(s) charged (including complete address and location of the property)	1. The borrower's present and future book debts, outstanding monies receivables, claims, bills, contracts, engagements, securities, investments, rights and assets.

FIXED ASSETS

• Office Equipment
• Furniture and Fixture
• Computer and Accessories
• Software
• Goodwill

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.50.91
UK Pound	1	Rs.80.77
Euro	1	Rs.67.40

SCORE & RATING EXPLANATIONS

SCORE FACTORS	RANGE	POINTS
HISTORY	1~10	3
PAID-UP CAPITAL	1~10	5
OPERATING SCALE	1~10	5
FINANCIAL CONDITION
--BUSINESS SCALE	1~10	5
--PROFITABILIRY	1~10	3
--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		34

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.