MIRA INFORM REPORT

Report Date :

25.05.2012

IDENTIFICATION DETAILS

Name :	VFS GLOBAL SERVICES PRIVATE LIMITED (w.e.f. 16.01.2009)
Formerly Known As :	KUONI VISA SERVICES PRIVATE LIMITED (w.e.f. 19.07.2007) CIBT INDIA PRIVATE LIMITED
Registered Office :	9^th Floor, Tower A, Urmi Estate, 95, Ganpatrao Kadam Marg, Lower Parel (West), Mumbai – 400 013, Maharashtra
Country :	India
Financials (as on) :	31.12.2010
Date of Incorporation :	10.01.2006
Com. Reg. No.:	11-158812
Capital Investment / Paid-up Capital :	Rs.373.670 millions
CIN No.: [Company Identification No.]	U75210MH2006FTC158812
Legal Form :	Private Limited Liability Company
Line of Business :	Providing Travel Documentation, Passport and Visa Processing Facilitation and Related Services to the Operators, Travel Agencies and Corporates etc.
No. of Employees :	More than 800 (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 2500000
Status :	Satisfactory
Payment Behaviour :	Usually Correct
Litigation :	Clear
Comments :	Subject is an established company having satisfactory track. Trade relations are reported as fair. Business is active. Payments are reported to be usually correct 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.

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 :	9^th Floor, Tower A, Urmi Estate, 95, Ganpatrao Kadam Marg, Lower Parel (West), Mumbai – 400 013, Maharashtra, India
Tel. No.:	91-22-67289000
Fax No.:	91-22-67289292
E-Mail :	preeteshd@vfsglobal.com rpavrey@vsnl.com communication@vfsglobal.com
Website :	www.vfsglobal.com
Area :	3000 sq. ft.
Location :	Owned
Corporate Office :	1^st Floor, Kamalacharan, Plot No. 179/180, Jawahar Nagar, Goregaon (West), Mumbai – 400 062, Maharashtra, India

DIRECTORS

As on 27.06.2011

Name :

Mr. Zubin Jal Karkaria

Designation :

Director

Address :

52, Persepolis, Opposite G D Somani School, Cuffe Parade, Mumbai – 400 005, Maharashtra, India

Date of Birth/Age :

21.05.1968

Date of Appointment :

14.05.2009

DIN No.:

00397088

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	U55109MH2001PTC131690	Sita Holidays (India) Private Limited	Director	25-01-05	25-01-05	30-05-11	Active	NO
2	U63040MH2001PTC131693	Sita Travels And Tours Private Limited	Director	25-01-05	25-01-05	30-05-11	Active	NO
3	U55101MH2001PTC131694	Sita Incoming (India) Private Limited	Director	25-01-05	25-01-05	30-05-11	Active	NO
4	U55101MH2001PTC131696	Sita Holidays Resorts Private Limited	Director	25-01-05	25-01-05	30-05-11	Active	NO
5	U55101MH2001PTC131692	Sita Beach Resorts Private Limited	Director	25-01-05	25-01-05	30-05-11	Active	NO
6	U63040MH2001PTC131695	Sita Destination Management Private Limited	Director	25-01-05	25-01-05	30-05-11	Active	NO
7	U63040MH2001PTC131691	Sita Travels Private Limited	Director	25-01-05	25-01-05	30-05-11	Active	NO
8	U63090MH1992PTC070074	Kuoni Travel (India) Private Limited	Director	31-03-11	25-04-05	-	Active	NO
9	U93090MH2001PTC132683	VFS Global Services Private Limited	Director	25-04-05	25-04-05	-	Amalgamated	NO
10	U63040MH2005FTC158348	Kuoni Business Travel India Private Limited	Director	23-06-07	27-12-05	-	Active	NO
11	U74140MH2006FTC163059	KTI Support Services (India) Private Limited	Director	12-07-06	12-07-06	30-05-11	Active	NO
12	U63040MH2006PTC160754	TravelMate Representations Private Limited	Director	27-03-07	27-03-07	-	Strike off	NO
13	L74899DL1965GOI004363	India Tourism Development Corporation Limited	Director	19-07-07	19-07-07	18-07-10	Active	NO
14	U75210MH2006FTC158812	VFS Global Services Private Limited	Director	14-05-09	14-05-09	-	Active	NO
15	U74899MH1994FTC213883	Distant Frontiers Tours Private Limited	Director	28-06-10	26-05-10	-	Active	NO
16	U74999MH2011PTC215894	VFS India Services Private Limited	Director	07-04-11	07-04-11	-	Active	NO

Name :

Mr. Bernard Agnelo Martyris

Designation :

Director

Address :

101, 1^st Floor, Vinrita, Prof. Almeida Park, Bandra (West), Mumbai – 400 050, Maharashtra, India

Date of Birth/Age :

23.01.1949

Date of Appointment :

01.07.2006

DIN No.:

01112626

Name :

Mr. Maliekkal Paul John

Designation :

Director

Address :

Flat No. 303, B Wing, 3^rd Floor, Brichwood C-Operative Housing Society Limited, Hiranandani Gardens, Powai, Mumbai – 400 076, Maharashtra, India

Date of Birth/Age :

22.04.1969

Date of Appointment :

14.10.2008

DIN No.:

02359650

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	U75210MH2006FTC158812	VFS Global Services Private Limited	Director	30-06-09	14-10-08	-	Active	NO
2	U74140MH2006FTC163059	KTI Support Services (India) Private Limited	Director	30-09-09	14-10-08	30-05-11	Active	NO
3	U63040MH2001PTC131695	Sita Destination Management Private Limited	Director	30-06-09	14-10-08	30-05-11	Active	NO
4	U55101MH2001PTC131694	Sita Incoming (India) Private Limited	Director	30-06-09	14-10-08	30-05-11	Active	NO
5	U63040MH2001PTC131691	Sita Travels Private Limited	Director	30-06-09	14-10-08	30-05-11	Active	NO
6	U55101MH2001PTC131696	Sita Holidays Resorts Private Limited	Director	30-06-09	14-10-08	30-05-11	Active	NO
7	U63040MH2001PTC131693	Sita Travels And Tours Private Limited	Director	30-06-09	14-10-08	30-05-11	Active	NO
8	U55109MH2001PTC131690	Sita Holidays (India) Private Limited	Director	30-06-09	14-10-08	30-05-11	Active	NO
9	U55101MH2001PTC131692	Sita Beach Resorts Private Limited	Director	30-06-09	14-10-08	30-05-11	Active	NO
10	U74899MH1994FTC213883	Distant Frontiers Tours Private Limited	Director	30-06-09	14-10-08	26-05-10	Active	NO
11	U63040MH2006PTC160754	TravelMate Representations Private Limited	Director	14-10-08	14-10-08	-	Strike off	NO
12	U74999MH2011PTC215894	VFS India Services Private Limited	Director	07-04-11	07-04-11	-	Active	NO

KEY EXECUTIVES

Name :	Mr. Sudhir R Singh
Designation :	Secretary
Address :	C-403, Dheeraj Diamond Co-Operative Housing Society Limited, Chincholi Bunder Road, Malad (West), Mumbai – 400 064, Maharashtra, India
Date of Birth/Age :	25.10.1971
Date of Appointment :	27.09.2010
PAN No.:	AKHPS9494F
Name :	Mr. Preetesh
Designation :	Finance Executive

MAJOR SHAREHOLDERS / SHAREHOLDING PATTERN

As on 27.06.2011

Names of Shareholders (Equity Shares)	No. of Shares
VF Worldwide Holdings Limited, Mauritius	9699300
Kuoni Travel Holdings Limited, Switzerland	50700
Total	9750000

Names of Shareholders (Preference Shares)	No. of Shares
Kuoni Travel (India) Private Limited, India	27617001
Total	27617001

As on 27.06.2011

Equity Share Breakup	Percentage of Holding
Category
Foreign holdings [Foreign institutional investors, Foreign Companies, Foreign Financial Institutions, Non-resident Indian or Overseas corporate bodies or others]	100.00
Total	100.00

BUSINESS DETAILS

Line of Business :

Providing Travel Documentation, Passport and Visa Processing Facilitation and Related Services to the Operators, Travel Agencies and Corporates etc.

GENERAL INFORMATION

No. of Employees :	More than 800 (Approximately)
Bankers :	Standard Chartered Bank , Fort Main Branch, Mumbai, Maharashtra, India

Banking Relations :	--
Auditors :
Name :	BSR and Company Chartered Accountants
Address :	Lodha Excelus, 1^st Floor, Apollo Mills Compound, N M Joshi Marg, Mahalaxmi, Mumbai – 400 011, Maharashtra, India
Tel No.:	91-22-39896000
Fax No.:	91-22-39836000
Holding Company:	VF Worldwide Holdings Limited, Mauritius

CAPITAL STRUCTURE

As on 31.12.2010

Authorised Capital :

No. of Shares	Type	Value	Amount
22250000	Equity Shares	Rs.10/- each	Rs.222.500 millions
27750000	Preference Shares	Rs.10/- each	Rs.277.500 millions
	Total		Rs.500.000 millions

Issued, Subscribed & Paid-up Capital :

No. of Shares	Type	Value	Amount
9750000	Equity Shares Of the above : 9000000 shares were allotted as fully paid-up bonus shares by capitalization of Profits. 9699300 equity shares are held by VF Worldwide Holdings Limited, the holding company; Nil (Previous year : 746100) equity shares were held by Kuoni Asian Investments (Mauritius) Limited, (erstwhile holding company) and 50700 (previous year : 3900) equity shares are held by Kuoni Travel Holding Limited, Zurich the ultimate Holding company.	Rs.10/- each	Rs.97.500 millions
27617001	10% Cumulative Redeemable Preference Shares These shares are redeemable within a period of twenty years from the date of allotment i.e. 31 December 2008 and are held entirely Kuoni Travel (India) Private Limited, the fellow subsidiary of the Company.	Rs.10/- each	Rs.276.170 millions
	Total		Rs.373.670 millions

FINANCIAL DATA

[all figures are in Rupees Millions]

ABRIDGED BALANCE SHEET

SOURCES OF FUNDS		31.12.2010	31.12.2009	31.12.2008
SHAREHOLDERS FUNDS
1] Share Capital		373.670	283.670	283.670
2] Share Application Money		0.000	0.000	0.000
3] Reserves & Surplus		253.159	185.364	82.796
4] (Accumulated Losses)		0.000	0.000	0.000
NETWORTH		626.829	469.034	366.466
LOAN FUNDS
1] Secured Loans		0.000	0.000	0.000
2] Unsecured Loans		0.000	0.000	44.381
TOTAL BORROWING		0.000	0.000	44.381
DEFERRED TAX LIABILITIES		0.000	0.000	0.000
TOTAL		626.829	469.034	410.847
APPLICATION OF FUNDS
FIXED ASSETS [Net Block]		186.493	210.153	230.420
Capital work-in-progress		65.069	30.933	11.608
INVESTMENT		30.495	30.495	30.495
DEFERREX TAX ASSETS		52.907	36.711	26.687
CURRENT ASSETS, LOANS & ADVANCES
	Inventories	0.000	0.000	0.000
	Sundry Debtors	33.057	43.774	15.888
	Cash & Bank Balances	156.805	97.526	69.766
	Other Current Assets	0.000	0.000	0.000
	Loans & Advances	481.427	335.407	334.029
Total Current Assets		671.289	476.707	419.683
Less : CURRENT LIABILITIES & PROVISIONS
	Sundry Creditors	274.335	212.639	228.282
	Other Current Liabilities	56.590	38.906	71.348
	Provisions	48.499	64.420	8.416
Total Current Liabilities		379.424	315.965	308.046
Net Current Assets		291.865	160.742	111.637
MISCELLANEOUS EXPENSES		0.000	0.000	0.000
TOTAL		626.829	469.034	410.847

PROFIT & LOSS ACCOUNT

PARTICULARS		31.12.2010	31.12.2009	31.12.2008
SALES
	Income from visa processing services	1195.280	1019.470	956.560
	Professional Fees	156.430	188.680	284.220
	Income from facilities	128.340	93.510	75.710
	Other Income	44.480	23.870	29.980
	TOTAL	1524.540	1325.530	1346.470
EXPENSES
	Office Expenses	1235.330	1112.370	1225.030
	Administrative Expenses
	Advertising Expenses
	TOTAL	1235.330	1112.730	1225.030
PROFIT/LOSS BEFORE TAX		289.210	212.800	121.440
TAX		99.210	77.910	59.440
PROFIT/LOSS AFTER TAX		190.000	134.890	62.000
PREVIOUS YEARS’ BALANCE BROUGHT FORWARD		114.390	11.820	(50.090)
APPROPRIATIONS
	Dividend on preference shares	27.620	27.620	0.080
	Dividend tax on preference shares	4.590	4.690	0.010
	Utilized for Issue of Bonus Shares	90.000	0.000	0.000
BALANCE CARRIED TO THE B/S		182.190	114.390	11.820
Earnings Per Share (Rs.)		5.08	--	--

Expected Sales (2011) : Rs.1560.000 millions

The above information has been parted by Mr. Preetesh

KEY RATIOS

PARTICULARS		31.12.2010	31.12.2009	31.12.2008
PAT / Total Income	(%)	12.46	10.18	4.60
Net Profit Margin (PBT/Sales)	(%)	24.20	20.87	12.70
Return on Total Assets (PBT/Total Assets}	(%)	33.72	30.98	18.68
Return on Investment (ROI) (PBT/Networth)		0.46	0.45	0.33
Debt Equity Ratio (Total Liability/Networth)		0.61	0.67	0.96
Current Ratio (Current Asset/Current Liability)		1.77	1.51	1.36

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) Constitutions of the firm	Yes
4) Premises details	Yes
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	No
10) Designation of contact person	No
11) Turnover of firm for last three years	No
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	Yes
17) Major suppliers	No
18) Major customers	No
19) Payments terms	No
20) Export / Import details (if applicable)	No
21) Market information	--
22) Litigations that the firm / promoter	--
23) Banking Details	Yes
24) Banking facility details	No
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

DETAILS OF SUNDRY CREDITORS

Particulars	As on 31.12.2010 Rs. in millions	As on 31.12.2009 Rs. in millions	As on 31.12.2008 Rs. in millions
Sundry Creditors – Others	274.335	212.639	228.282
Dues to Micro, Small and Medium Enterprises	0.000	0.000	0.000
Total	274.335	212.639	228.282

Note :

Based on the information and records available with the Company, there are no dues outstanding as at 31 December 2010, in respect of micro and small enterprises as defined under Micro, Small and Medium Enterprises Development Act, 2006. (previous year Rs. Nil)

BACKGROUND

The Company was incorporated on 10 January 2006 to carry on business of providing travel documentation, passport and visa processing facilitation and related services to the operators, travel agencies and corporates etc. in India.

Kuoni Asian Investments (Mauritius) Limited (‘KAM’) held 99.48% of the equity share capital of the Company and the balance 0.52% was held by Kuoni Travel Holding Limited, Zurich. On 15 November 2010, the Company allotted 9000000 equity shares to its existing shareholders as fully paid up bonus shares by capitalization of reserves. Effective 28 December 2010, KAM sold its entire shareholding in the Company to VF Worldwide Holdings Limited (VFW), Mauritius. Consequently, VFW Mauritius has become the immediate holding company.

The Company holds 66500 ordinary shares in VFW, Mauritius, Post allotment of additional shares be VFW Mauritius to another group company, VFW Mauritius has ceased to be a subsidiary of the Company effective 17 December 2010. The Company’s shareholding in terms of number of shares held in VFW Mauritius remains unchanged and does not carry any voting rights.

PARENT COMPANY

On 28 December, 2010, VF Worldwide Holdings Limited entered into a Share Purchase Agreement with Kuoni Asia Investments (Mauritius) Limited for the purchase of 9,699,300 equity shares of the Company as per the valuation carried out by Ernst and Young Merchant Banking Services Private Limited. As a result, the Company has become a subsidiary of VF Worldwide Holdings Limited effective 28 December, 2010.

FIXED ASSETS

Intangible Assets

· Computer Software

Tangible Assets

· Leasehold Improvements

· Furniture and Fixtures

· Office Equipment

· Computers

· 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.56.29
UK Pound	1	Rs.88.26
Euro	1	Rs.70.82

INFORMATION DETAILS

Report Prepared by :

DPK

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	6
--LIQUIDITY	1~10	5
--LEVERAGE	1~10	5
--RESERVES	1~10	5
--CREDIT LINES	1~10	4
--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	YES
--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.