MIRA INFORM REPORT

Report Date :

16.08.2012

IDENTIFICATION DETAILS

Name :	DOLPHIN PUBLICATIONS PRIVATE LIMITED
Registered Office :	1^st Sai Baba CHS Limited, Yoga Institute Road, Prashant Colony, Santacruz (East), Mumbai – 400 055, Maharashtra
Country :	India
Financials (as on) :	31.03.2011
Date of Incorporation :	07.01.2003
Com. Reg. No.:	11-138564
Capital Investment / Paid-up Capital :	Rs.13.791 millions
CIN No.: [Company Identification No.]	U22110MH2003PTC138564
TAN No.: [Tax Deduction & Collection Account No.]	MUMD09594E
PAN No.: [Permanent Account No.]	AABCD7584J
Legal Form :	Private Limited Liability Company
Line of Business :	Distributor and Importer of Books.
No. of Employees :	45 (Approximately)

RATING & COMMENTS

MIRA’s Rating :

B (33)

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

Maximum Credit Limit :	USD 109000
Status :	Moderate
Payment Behaviour :	Slow but correct
Litigation :	Clear
Comments :	Subject is an established company having moderate track. There appears some dip in the profitability of the company during 2011. It is progressing slowly. 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.

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 31-03-2012.

INFORMATION PARTED BY (GENERAL DETAILS)

Name :	Ms. Neena
Designation :	Company Secretary
Contact No.:	91-9870002130
Date :	14.08.2012

LOCATIONS

Registered Office :	1^st Sai Baba CHS Limited, Yoga Institute Road, Prashant Colony, Santacruz (East), Mumbai – 400 055, Maharashtra, India
Tel. No.:	91-22-26182596/ 26191754
Mobile No.:	91-9870002130 (Ms. Neena)
Fax No.:	91-22-26134773/ 26160795
E-Mail :	dolphin3@mtnl.net.in javahar.g@dolphinltd.com
Location :	Owned
Head Office/ Corporate Office :	1^st Floor, Western India Art Litho Building, Plot No.107, Marol Co-operative Industrial Estate, Marol, Andheri (East), Mumbai – 400 059, Maharashtra, India
Tel. No.:	91-22-40763000
Fax No.:	91-22-40763040
Showroom :	Located at: v ITC Grand Maratha Sheraton v Hyatt Hotel, Mumbai
Branch Office :	Located at: v Delhi v Kolkata v Nashik

DIRECTORS

As on 30.09.2011

Name :	Mr. Javahar Gangadharan
Designation :	Director
Address :	1 Sai Baba Co-Operative Housing Society Limited, 4^th Road, TPS – V, Prabhat Colony, Santacruz (East), Mumbai – 400 055, Maharashtra, India
Date of Birth/Age :	31.05.1961
Qualification:	Graduate
Date of Appointment :	07.01.2003
DIN No.:	01636168
Name :	Mrs. Jotsna Javahar Gangadharan
Designation :	Director
Address :	Sai Baba Co-Operative Housing Society Limited, 4^th Road, TPS – V, Prabhat Colony, Santacruz (East), Mumbai – 400 055, Maharashtra, India
Date of Birth/Age :	21.06.1967
Qualification:	Graduate
Date of Appointment :	07.01.2003
DIN No.:	01651110

KEY EXECUTIVES

Name :	Ms. Neena
Designation :	Company Secretary

MAJOR SHAREHOLDERS / SHAREHOLDING PATTERN

As on 30.09.2011

Names of Shareholders	No. of Shares
Javahar Gangadharan	859934
Jotsna Javahar Gangadharan	519221
Total	1379155

As on 30.09.2011

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

BUSINESS DETAILS

Line of Business :	Distributor and Importer of Books.
Imports :
Products :	v Books
Countries :	v USA v UK
Terms :
Selling :	Cash and Credit
Purchasing :	Cash and Credit

GENERAL INFORMATION

Customers :

End Users

No. of Employees :

45 (Approximately)

Bankers :

v Bank of India, Worli Naka Branch, Pankaj Mansion, Opposite Podar Hospital, Dr. A.B. Road , Worli Naka, Mumbai – 400 018, Maharashtra, India

v ICICI Bank Limited

Facilities :

Secured Loans	31.03.2011 Rs. In Millions	31.03.2010 Rs. In Millions
From Bank of India (Cash Credit accounts )	27.961	0.000
From ICICI Bank Limited (Overdraft account) (Secured against hypothecation of Stocks, book debts and personal guarantee of Two directors of the company)	0.000	24.338
Total	27.961	24.338

Unsecured Loans	31.03.2011 Rs. In Millions	31.03.2010 Rs. In Millions
Mr. Javahar Gangadharan (Director)	11.864	11.711
Mrs. Jotsna Javahar (Director)	0.171	0.086
Total	12.035	11.797

Banking Relations :	--
Auditors :
Name :	Chirag Shah Chartered Accountant
Address :	A/16, Madhav Baug, Jambli Gully, S.V. Road, Borivali (West), Mumbai – 400 092, Maharashtra, India
Tel. No.:	91-22-28988872
Income-tax PAN of auditor or auditor's firm :	AUPPS3592J

CAPITAL STRUCTURE

As on 30.09.2011

Authorised Capital :

No. of Shares	Type	Value	Amount
2000000	Equity Shares	Rs.10/- each	Rs.20.000 millions

Issued, Subscribed & Paid-up Capital :

No. of Shares	Type	Value	Amount
1379155	Equity Shares	Rs.10/- each	Rs.13.791 millions

FINANCIAL DATA

[all figures are in Rupees Millions]

ABRIDGED BALANCE SHEET

SOURCES OF FUNDS		31.03.2011	31.03.2010	31.03.2009
SHAREHOLDERS FUNDS
1] Share Capital		13.791	13.791	5.068
2] Share Application Money		0.000	0.000	0.000
3] Reserves & Surplus		13.569	11.376	7.713
4] (Accumulated Losses)		0.000	0.000	0.000
NETWORTH		27.360	25.167	12.781
LOAN FUNDS
1] Secured Loans		27.961	24.338	16.132
2] Unsecured Loans		12.035	11.797	0.009
TOTAL BORROWING		39.996	36.135	16.141
DEFERRED TAX LIABILITIES		0.083	0.100	0.163
TOTAL		67.439	61.402	29.085
APPLICATION OF FUNDS
FIXED ASSETS [Net Block]		3.420	3.420	2.634
Capital work-in-progress		0.000	0.000	0.000
INVESTMENT		0.000	0.000	0.000
DEFERRED TAX ASSETS		0.000	0.000	0.000
CURRENT ASSETS, LOANS & ADVANCES
	Inventories	56.435	45.297	53.437
	Sundry Debtors	31.703	44.920	42.516
	Cash & Bank Balances	6.768	1.725	0.466
	Other Current Assets	0.000	0.000	0.000
	Loans & Advances	5.678	6.114	4.140
Total Current Assets		100.584	98.056	100.559
Less : CURRENT LIABILITIES & PROVISIONS
	Sundry Creditors	31.897	35.964	70.313
	Other Current Liabilities	0.307	0.075	0.064
	Provisions	4.361	4.035	3.731
Total Current Liabilities		36.565	40.074	74.108
Net Current Assets		64.019	57.982	26.451
MISCELLANEOUS EXPENSES		0.000	0.000	0.000
TOTAL		67.439	61.402	29.085

PROFIT & LOSS ACCOUNT

	PARTICULARS		31.03.2011	31.03.2010	31.03.2009
	SALES
		Income	141.062	140.836	128.504
		Other Income	0.000	0.000	0.000
		TOTAL (A)	141.062	140.836	128.504
Less	EXPENSES
		Purchase and Other Direct Expenses	106.814	106.729	105.830
		Payments to and Provision for Employees	9.139	6.799	6.122
		Operating and Administration Expenses	14.110	15.980	10.693
		TOTAL (B)	130.063	129.508	122.645
Less	PROFIT BEFORE INTEREST, TAX, DEPRECIATION AND AMORTISATION (A-B) (C)		10.999	11.328	5.859
Less	INTEREST & FINANCIAL EXPENSES (D)		6.268	5.244	1.191
	PROFIT BEFORE TAX, DEPRECIATION AND AMORTISATION (C-D) (E)		4.731	6.084	4.668
Less/ Add	DEPRECIATION/ AMORTISATION (F)		0.991	0.695	0.557
	PROFIT BEFORE TAX (E-F) (G)		3.740	5.389	4.111
Less	TAX (H)		1.547	1.727	1.528
	PROFIT AFTER TAX (G-H) (I)		2.193	3.662	2.583
	Earnings Per Share (Rs.)		13.71	7.23	5.10

KEY RATIOS

PARTICULARS		31.03.2011	31.03.2010	31.03.2009
PAT / Total Income	(%)	1.55	2.60	2.01
Net Profit Margin (PBT/Sales)	(%)	2.65	3.83	3.20
Return on Total Assets (PBT/Total Assets}	(%)	3.60	5.31	3.98
Return on Investment (ROI) (PBT/Networth)		0.14	0.21	0.32
Debt Equity Ratio (Total Liability/Networth)		2.80	3.03	7.06
Current Ratio (Current Asset/Current Liability)		2.75	2.45	1.36

LOCAL AGENCY FURTHER INFORMATION

Details of Sundry Creditors:

Particulars	31.03.2011 (Rs. in millions)	31.03.2010 (Rs. in millions)	31.03.2009 (Rs. in millions)
Sundry Creditors for
- Purchases	30.721	34.232	68.046
- Expenses	1.176	1.732	2.267
Total	31.897	35.964	70.313

Check List by Info Agents	Available in Report (Yes / No)
1) Year of Establishment	Yes
2) Locality of the firm	Yes
3) Constitutions of the firm	Yes
4) Premises details	No
5) Type of Business	Yes
6) Line of Business	Yes
7) Promoter’s background	Yes
8) No. of employees	Yes
9) Name of person contacted	Yes
10) Designation of contact person	Yes
11) Turnover of firm for last three years	Yes
12) Profitability for last three years	Yes
13) Reasons for variation <> 20%	--
14) Estimation for coming financial year	No
15) Capital in the business	Yes
16) Details of sister concerns	No
17) Major suppliers	No
18) Major customers	No
19) Payments terms	Yes
20) Export / Import details (if applicable)	Yes
21) Market information	--
22) Litigations that the firm / promoter involved in	--
23) Banking Details	Yes
24) Banking facility details	Yes
25) Conduct of the banking account	--
26) Buyer visit details	--
27) Financials, if provided	Yes
28) Incorporation details, if applicable	Yes
29) Last accounts filed at ROC	Yes
30) Major Shareholders, if available	Yes
31) Date of Birth of Proprietor/Partner/Director, if available	Yes
32) PAN of Proprietor/Partner/Director, if available	No
33) Voter ID No of Proprietor/Partner/Director, if available	No
34) External Agency Rating, if available	No

BACKGROUND:

Subject is one of Mumbai's Leading Book distributing companies and enjoys excellent goodwill with the leading Publishers of USA and UK.

PERFORMANCE

During the year, the Company operated under stringent competitive environment, however the Net sales has been maintained as of the previous year. However, the margins have been declined due to severe economical factors with in the Country at retail segment and global scenario. However, the Management is confident of improving performance in the coming years.

NETWORTH AND BORROWINGS

Networth of the company is Rs.25.167 millions. The Company utilises the credit facilities to finance its Working Capital requirements.

Bankers Charges Report as per Registry

Corporate identity number of the company	U22110MH2003PTC138564
Name of the company	DOLPHIN PUBLICATIONS PRIVATE LIMITED
Address of the registered office or of the principal place of business in India of the company	1^st Sai Baba CHS Limited, Yoga Institute Road, Prashant Colony, Santacruz (East), Mumbai – 400 055, Maharashtra, India E-Mail: javahar.g@dolphinltd.com
This form is for	Creation of charge
Type of charge	Book Debts Movable Property (not being pledge) Floating Charge
Particular of charge holder	Bank of India, Worli Naka Branch, Pankaj Mansion, Opposite Podar Hospital, Dr. A.B. Road , Worli Naka, Mumbai – 400 018, Maharashtra, India E-Mail: worlinaka.mumbaisouth@bankofindia.co.in
Nature of description of the instrument creating or modifying the charge	Hypothecation cum Loan Agreement
Date of instrument Creating the charge	04.03.2011
Amount secured by the charge	Rs.30.000 millions
Brief particulars of the principal terms an conditions and extent and operation of the charge	Rate of Interest: 3.75% above BR presently 13.25% p.a. with monthly rests or at such other rate(s) of interest as may be notified by the Bank from time to time. Terms of Repayment: On Demand Margin: 25% against raw material, finished goods, stores and goods in process, 40% against book debts outstanding of 2 or 3 months or as required by the Bank from time to time. Extent and Operation of the charge and Others: Security and charge hereby created shall be by way of first charge on all the said hypothecated assets for due payment as provided in the deed of all monies including the principal sums, interest, costs charges and expenses and all other monies whatsoever due owing and payable by the Borrower to the Bank under or in respect of or in connection with or in any wise concerning or relating to the said facility agreed to be granted and/or granted by the Bank to the borrower and also for due repayment of all present and future indebtedness and liabilities of the borrower to the Bank of any kind in any manner whether solely or jointly primary or collateral accrued or accruing with all relative interest, charges, costs and expenses. Facility and Limit: Cash Credit Rs.30.000 millions
Short particulars of the property charged	a) All tangible movable machineries and plant, both present and future wheresoever situate, b) All tangible movable properties and assets and Stocks of whatsoever nature of the Borrower both present and future wheresoever situate, c) All present and future book debts, outstanding, money receivables, claims, bills which are now due and owing or which may any time hereafter during the continuance of this security become due and owing to the Borrower.

FIXED ASSETS:

v Air Conditioner

v Computer

v Furniture

v Office Equipment

v Vehicles

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.55.64
UK Pound	1	Rs.87.31
Euro	1	Rs.68.81

INFORMATION DETAILS

Information Gathered by :	PJA
Report Prepared by :	SMN

SCORE & RATING EXPLANATIONS

SCORE FACTORS	RANGE	POINTS
HISTORY	1~10	3
PAID-UP CAPITAL	1~10	4
OPERATING SCALE	1~10	4
FINANCIAL CONDITION
--BUSINESS SCALE	1~10	4
--PROFITABILIRY	1~10	3
--LIQUIDITY	1~10	4
--LEVERAGE	1~10	3
--RESERVES	1~10	4
--CREDIT LINES	1~10	4
--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		33

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.