MIRA INFORM REPORT

Report Date :

11.02.2012

IDENTIFICATION DETAILS

Name :	MUDRA COMMUNICATIONS PRIVATE LIMITED
Registered Office :	Mudra House, Opposite Grand Hyatt, Santacruz (East), Mumbai-400055, Maharashtra
Country :	India
Financials (as on) :	31.03.2011
Date of Incorporation :	28.02.1980
Com. Reg. No.:	11-022276
Capital Investment / Paid-up Capital :	Rs. 2.400 Millions
CIN No.: [Company Identification No.]	U74300MH1980PTC022276
TAN No.: [Tax Deduction & Collection Account No.]	MUMM24092F MUMM24091E MUMM21046E
PAN No.: [Permanent Account No.]	AAACM5763H
Legal Form :	Private Limited Liability Company
Line of Business :	Providing Media And Business Solutions.
No. of Employees :	70 (Approximately)

RATING & COMMENTS

MIRA’s Rating :

A (59)

RATING		STATUS	PROPOSED CREDIT LINE
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

Maximum Credit Limit :	USD 6400000
Status :	Good
Payment Behaviour :	Regular
Litigation :	Clear
Comments :	Subject is a well established and reputed company having fine track. Financial position of the company appears to be sound. Trade relations are reported as fair. Business is active. Payments are reported to be regular and as per commitments. The company can be considered normal for business dealings at usual trade terms and conditions.

NOTES :

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

INFORMATION PARTED BY

Name :	Mr. Dilip
Designation :	Chief Executive Officer
Contact No.:	91-22-33080808
Date :	10.02.2012

LOCATIONS

Registered Office :	Mudra House, Opposite Grand Hyatt, Santacruz (East), Mumbai-400055, Maharashtra, India
Tel. No.:	91-22-33080808
Fax No.:	91-22-33080300
E-Mail :	Corp.finance@mudra.com
Website :	www.mudra.com
Area :	4000 Sq. ft.
Location :	Owned
Corporate Office :	Brindavan, 2nd Floor, Shree Ram Mills Premises, G K Marg, Worli, Mumbai-400013, Maharashtra, India

DIRECTORS

AS ON 22.07.2011

Name :	Mr. Narayan Manjappa Kulai
Designation :	Director
Address :	201, Satellite, 58 Tagore Road, Santacruz(W), Mumbai-400054, Maharashtra, India
Date of Birth/Age :	05.11.1940
Date of Appointment :	06.07.1987
DIN No.:	00460087

Other Directorship:

S.No.	CIN	Name of the Company	Current designation of the director	Date of appointment at current designation	Original date of appointment	Company Status	Defaulting status
1	U74300MH1980PTC022276	MUDRA COMMUNICATIONS PRIVATE LIMITED	Director	06-07-87	06-07-87	Active	NO
2	U99999MH1998NPL127767	MANDKE FOUNDATION	Director	06-06-11	06-06-11	Active	NO
3	U85110MH1998PLC114937	MANDKE HOSPITALS LIMITED	Director	10-06-11	10-06-11	Active	NO

Name :	Mr. Madhukar Prabhakar Kamath
Designation :	Managing Director
Address :	1203-4, A Wing, Chaitanya Towers, Appasaheb Marathe Marg, Prabhadevi, Mumbai-400025, Maharashtra, India
Date of Birth/Age :	16.12.1954
Date of Appointment :	04.03.2003
DIN No.:	00230316

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	U91200MH1985GAP037820	THE ADVERTISING STANDARDS COUNCIL OF INDIA	Director	15-10-01	15-10-01	-	Active	NO
2	U74300MH1980PTC022276	MUDRA COMMUNICATIONS PRIVATE LIMITED	Managing director	04-03-03	04-03-03	-	Active	NO
3	U74300MH1975PTC018656	MUDRA MAX PRIVATE LIMITED	Director	09-01-04	09-01-04	-	Active	NO
4	U74300MH2004PTC150026	KIDSTUFF PROMOS AND EVENTS PRIVATE LIMITED	Director	24-01-05	24-01-05	-	Active	NO
5	U22300MH2008PTC178363	PRIME GREEN MEDIA PRIVATE LIMITED	Director	25-07-09	19-03-08	25-03-11	Active	NO
6	U24999MH1948NPL006309	AUDIT BUREAU OF CIRCULATIONS	Director	16-07-08	16-07-08	-	Active	NO

KEY EXECUTIVES

Name :	Mr. Dilip
Designation :	Chief Executive Officer

MAJOR SHAREHOLDERS / SHAREHOLDING PATTERN

AS ON 22.07.2011

Names of Equity Shareholders	No. of Shares
DDB Worldwide Communications Group Inc., USA	23000
Swan Sorority Finance Private Limited, Mumbai, India	206997
Satish Seth jointly with Swan Sorority Finance Private Limited, Mumbai, India	1
Amitabh Jhunjhunwala jointly with Swan Sorority Finance Private Limited, Mumbai, India	1
Gautam Doshi jointly with Swan Sorority Finance Private Limited, Mumbai, India	1
Total	230000
Names of Preference Shareholders	No. of Shares
SAF Investments Limited, Delhi, India	62
Muralidhar Rao	20
Swan Consultants Private Limited, Mumbai, India	914
Ramesh Shenou With Swan Consultants Private Limited, Mumbai, India	1
Hasit Shukla With Swan Consultants Private Limited, Mumbai, India	1
Surendra Pipara With Swan Consultants Private Limited, Mumbai, India	1
Satish Seth With Swan Consultants Private Limited, Mumbai, India	1
Total	1000

AS ON 22.07.2011

Equity Shares Break Up	Percentage
Foreign holdings( Foreign institutional investor(s), Foreign companie(s) Foreign financial institution(s), Non-resident Indian(s) or Overseas Corporate bodies or Others	10.00
Bodies corporate	90.00
Total	100.00

BUSINESS DETAILS

Line of Business :	Providing Media And Business Solutions.
Service :	· Advertising Services · Performance Enhancement · Training · Education · Human Resources and Wage Management
Terms :
Selling :	Cash, Credit (30 days / 60 days / 90 days)
Purchasing :	Cash, Credit (30 days / 60 days / 90 days)

GENERAL INFORMATION

Customers :

End Users and Media

No. of Employees :

70 (Approximately)

Bankers :

· HDFC Bank, HDFC Bank House, Senapati Bapat Marg, Lower Parel (West), Mumbai-400013, Maharashtra, India

Facilities :

Unsecured Loan	Rs. In Millions 31.03.2011	Rs. In Millions 31.03.2010
Rupee term loans unsecured
Rupee term loans others unsecured	18.000	0.000
Total	18.000	0.000

Banking Relations :	--
Auditors :
Name :	Chaturvedi And Shah Chartered Accountant
Address :	714-715, Tulsiani Chambers, 212, Nariman Point, Mumbai-400021, Maharashtra, India
Tel. No.:	91-22-30218500
Fax No.:	91-22-30218595
Holding Company :	· Swan Sorority Finance Private Limited CIN No.:- U74210MH2005PTC150537
Associates :	· Primesite Outdoor Advertising Private Limited · Mudra Online Technologies Private Limited · Mudra Videotec Private Limited · Mudra Broadcasting Company Private Limited · The Media Group Private Limited · Ignite Mudra Private Limited
Subsidiaries :	· Kidstuff Promos and Events Private Limited CIN No.:- U74300MH2004PTC150026 · Pratham Human Solutions Private Limited CIN No.:- U74300MH1986PTC041059 · Cirrus Media Research Private Limited CIN No.:- U32204MH2007PTC186473 · Prime Green Media Private Limited CIN No.:- U22300MH2008PTC178363
Where control Exists	· Mudra Max Private Limited · Mudra Rural Marketing Private Limited · Mudra Integrated sports Services Private Limited · Mudra integrated Retail Services Private Limited · Mudra Intergrated Sports Services Private Limited

CAPITAL STRUCTURE

AS ON 31.03.2011

Authorised Capital :

No. of Shares	Type	Value	Amount
490000	Equity Shares	Rs.10/- each	Rs. 4.900 Millions
1000	11% Redeemable Non-Cumulative Preference Shares	Rs.100/- each	Rs. 0.100 Million
	Total		Rs. 5.000 Millions

Issued, Subscribed & Paid-up Capital :

No. of Shares	Type	Value	Amount
230000	Equity Shares	Rs.10/- each	Rs. 2.300 Millions
1000	11% Redeemable Non-Cumulative Preference Shares	Rs.100/- each	Rs. 0.100 Million
	Total		Rs. 2.400 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		2.400	2.400	2.400
2] Share Application Money		0.000	0.000	0.000
3] Reserves & Surplus		1622.282	1557.525	1389.433
4] (Accumulated Losses)		0.000	0.000	0.000
NETWORTH		1624.682	1559.925	1391.833
LOAN FUNDS
1] Secured Loans		0.000	0.000	1.223
2] Unsecured Loans		18.000	0.000	161.300
TOTAL BORROWING		18.000	0.000	162.523
DEFERRED TAX LIABILITIES		28.850	0.309	0.393
TOTAL		1671.532	1560.234	1554.749
APPLICATION OF FUNDS
FIXED ASSETS [Net Block]		661.629	128.718	144.083
Capital work-in-progress		0.000	327.352	125.059
INVESTMENT		387.952	677.671	672.674
DEFERREX TAX ASSETS		0.000	0.000	0.000
CURRENT ASSETS, LOANS & ADVANCES
	Inventories	0.000	0.000	0.641
	Sundry Debtors	1124.413	1884.566	1884.897
	Cash & Bank Balances	16.567	24.383	30.222
	Other Current Assets	1.306	1.773	1.620
	Loans & Advances	600.596	350.689	351.040
Total Current Assets		1742.882	2261.411	2268.420
Less : CURRENT LIABILITIES & PROVISIONS
	Sundry Creditors	933.916	1531.250	1331.606
	Other Current Liabilities	179.086	295.208	304.577
	Provisions	7.929	8.460	19.304
Total Current Liabilities		1120.931	1834.918	1655.487
Net Current Assets		621.951	426.493	612.933
MISCELLANEOUS EXPENSES		0.000	0.000	0.000
TOTAL		1671.532	1560.234	1554.749

PROFIT & LOSS ACCOUNT

	PARTICULARS		31.03.2011	31.03.2010	31.03.2009
	SALES
		Income from Operations	1383.812	2011.905	2494.736
		Other Income	121.442	59.295	46.709
		TOTAL	1505.254	2071.200	2541.445
Less	EXPENSES
		Office Expenses	1386.317	1997.185	2403.880
		Administrative Expenses
		Advertising Expenses
		TOTAL	1386.317	1997.185	2403.880
	PROFIT BEFORE TAX		118.937	74.015	137.565
Less	TAX		52.541	14.417	64.810
	PROFIT AFTER TAX		66.396	59.598	75.755
Add	Excess provision for taxes of earlier years(net)		(1.599)	35.977	9.576
Less	APPROPRIATIONS
		Transfer to General Reserve	5.000	5.000	5.000
		Proposed dividend on equity shares	0.023	0.023	0.023
		Proposed dividend on preference shares	0.011	0.011	0.011
		Tax on Dividend	0.006	0.005	0.005
	BALANCE CARRIED TO THE B/S		59.757	90.536	80.292
	EARNINGS IN FOREIGN CURRENCY
		Advertising Services	NA	17.951	76.686
	TOTAL EARNINGS		NA	17.951	76.686
	Earnings Per Share (Rs.)		288.68	415.49	370.95

KEY RATIOS

PARTICULARS		31.03.2011	31.03.2010	31.03.2009
PAT / Total Income	(%)	4.41	2.87	2.98
Net Profit Margin (PBT/Sales)	(%)	8.59	3.67	5.51
Return on Total Assets (PBT/Total Assets}	(%)	4.95	3.09	5.70
Return on Investment (ROI) (PBT/Networth)		0.07	0.04	0.09
Debt Equity Ratio (Total Liability/Networth)		0.72	1.17	1.30
Current Ratio (Current Asset/Current Liability)		1.56	1.23	1.37

LOCAL AGENCY FURTHER INFORMATION

Check List by Info Agents	Available in Report (Yes / No)
1. Year of Establishment	Yes
2. Locality of the firm	Yes
3. Constructions of the firm	Yes
4. Premises details	Yes
5. Type of Business	Yes
6. Line of Business	Yes
7. Promoter’s background	------
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%	No
14. Estimation for coming financial year	No
15. Capital in the business	No
16. Details of sister concerns	Yes
17. Major suppliers	No
18. Major customers	No
19. Payments terms	Yes
20. Export / Import details	------
21. Market information	------
22. Litigations that the firm / promoter involved	------
23. Banking Details	Yes
24. Banking facility details	No
25. Conduct of the banking account	------
26. Buyer visit details	------
27. Financials, if provided	No
28. Incorporation details, if applicable	------
29. Last accounts filed at ROC	------
30. Major Shareholders, if available	------

SUNDRY CREDITORS DETAILS:

(Rs. In Millions )

Particulars	31.03.2011	31.03.2010	31.03.2009
Creditors due small micro enterprises	0.000	0.000	1279.988
Creditors due others	933.916	1531.250	51.618
Total	933.916	1531.250	1331.606

NOTE:

The registered office address has been shifted from Shree Ram Mills Premisesganpat Rao Kadam Marg, Worli, Mumbai-400013, Maharashtra, India to present w.e.f. 16.08.2010.

REVIEW OF OPERATIONS

A strategic restructuring undertaken in the previous year to focus more sharply on key select business clients yielded the desired results. The effective integration of business and resources with group and associate companies helped substantially improve operational efficiencies. While the strategy has impacted volumes compared with the previous year, the concomitant increase in other income coupled with effective cost control resulted in a substantial improvement in the bottom line of the Company.

During the year, the Company has achieved commendable growth in new client acquisition. Notable wins were Base Corporation, Emirates, Grand Luxe, Huawei Telecom, iOmega, Jos Alukas, Kalpataru Developers, Karle, Next Education, Pepsi Foods, Philips Electrolux and others. Several advertising campaigns produced by the Company won highly coveted awards such as the Abby Awards, Cannes Lions, Emvies and others. In recognition of its excellent performance, the Company was ranked 5^th in the Brand Equity Ad Agency Reckoner 2010 making it one of the Country’s most respected marketing communications companies in the eyes of clients, peers, media and talent. In recognition of his creative prowess, Bobby Pawar, Chief Creative Officer, was inducted into the prestigious DDB Regional Creative Council.

The Company also undertook a major re-branding initiative with new brand extension logos for its Special Business Units. The branding exercise was widely covered by the media with the Economic Times carrying a special supplement titled “mudra re-mastered”. The re-branding was timed to coincide with the unveiling of the corporate vision statement carefully articulated to launch the Company into the league of top-notch agencies. The vision statement which clearly seeks multilevel growth in all its businesses has been communicated to all employees and key stakeholders of the Company.

The Company has adopted a three-pronged growth strategy comprising innovative thinking; value-added services and investment in resources including talent. To enhance value addition for clients and gauge their satisfaction quotient, the Company has developed “Compass”, a tool that helps it assess the level of client satisfaction through periodic surveys. The initiative undertaken has been appreciated by clients as it gives them an opportunity to voice their views, opinions and suggestions.

SUBSIDIARY COMPANIES

Kidstuff Promos and Events Private Limited is gearing up to perform better results in future. Pratham Human Solutions Private Limited demonstrated exceptional growth in both, business volume and net profit. Cirrus Media Research Private Limited achieved a turn around and made a net profit. It continued to be the market and thought leader in the Reputation Measurement and Media Influence Analysis space. Prime Green Media Private Limited, a pioneer in the field of communications powered by eco-friendly energy is exploring suitable business opportunities in conventional and non-conventional media communications.

FORM 8

This form is for	Creation of charge
Charge identification number of the modified	--
Corporate identity number of the company	U74300MH1980PTC022276
Name of the company	MUDRA COMMUNICATIONS PRIVATE LIMITED
Address of the registered office or of the principal place of business in India of the company	Shree Ram Mills Premisesganpat Rao Kadam Marg, Worli, Mumbai-400013, Maharashtra, India
Type of charge	Book Debts Floating Charge Claims, Receivables, Specified Fixed Deposits
Particular of charge holder	HDFC Bank, HDFC Bank House, Senapati Bapat Marg, Lower Parel(West), Mumbai-400013, Maharashtra, India
Nature of description of the instrument creating or modifying the charge	Letter of Hypothecation of Book Debts
Date of instrument Creating the charge	22.06.2010
Amount secured by the charge	Rs.150.000 Millions
Brief particulars of the principal terms an conditions and extent and operation of the charge	Rate of Interest As Specified By The Bank From Time To Time Terms of Repayment Cash Credit Limit : Repayable On Demand Bank Guarantee : 5 Years [Including Claim Period ] Margin 25% On Book debts [ Debtors Ageing More Than 180 Days To Be Excluded] Extent and Operation of the charge First Exclusive Hypothecation Charge Over Book Debts Both Present and Future In Favour of HDFC Bank
Short particulars of the property charged	First Exclusive Hypothecation Charge Over Book Debts Both Present and Future In Favour of HDFC Bank

FIXED ASSETS:

• Land
• Buildings
• Plant And Machinery
• Furniture and Fixtures
• Leasehold Improvement
• Vehicles
• Wind Mill
• Software
• Licence and Know-How
• Courseware and Products including Patents

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. 49.64
UK Pound	1	Rs. 78.33
Euro	1	Rs. 65.79

SCORE & RATING EXPLANATIONS

SCORE FACTORS	RANGE	POINTS
HISTORY	1~10	7
PAID-UP CAPITAL	1~10	6
OPERATING SCALE	1~10	7
FINANCIAL CONDITION
--BUSINESS SCALE	1~10	6
--PROFITABILIRY	1~10	6
--LIQUIDITY	1~10	7
--LEVERAGE	1~10	7
--RESERVES	1~10	7
--CREDIT LINES	1~10	6
--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	YES
--AFFILIATION	YES/NO	NO
--LISTED	YES/NO	NO
--OTHER MERIT FACTORS	YES/NO	YES
TOTAL		59

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.