MIRA INFORM REPORT

Report Date :

24.11.2012

IDENTIFICATION DETAILS

Name :	RENTWORKS INDIA PRIVATE LIMITED
Registered Office :	Windsor House, 6^th Floor, CST Road, Kalina, Santacruz (East), Mumbai-400098, Maharashtra
Country :	India
Financials (as on) :	31.03.2011
Date of Incorporation :	27.02.2001
Com. Reg. No.:	11-131029
Capital Investment / Paid-up Capital :	Rs. 4.427 Millions
CIN No.: [Company Identification No.]	U71230mh2001ptc131029
TAN No.: [Tax Deduction & Collection Account No.]	MUMR10500A
PAN No.: [Permanent Account No.]	AABCR8889C
Legal Form :	Private Limited Liability Company
Line of Business :	The Company is engaged in the business of acquiring and dealing in the residuary interest in assets that are the subject of leasing transactions.
No. of Employees :	66 (Approximately)

RATING & COMMENTS

MIRA’s Rating :

B (36)

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

Maximum Credit Limit :	USD 600000
Status :	Moderate
Payment Behaviour :	Unknown
Litigation :	Clear
Comments :	Subject is an established company having moderate track record. The Financial detail for the current year is missing from Government Department However, from the previous year record company appear to be satisfactory. Performance capacity is good. Trade relations are reported to be fair. Business is active. Payments are reported to be unknown. The company can be considered for business dealing with slight caution.

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, 2012

Country Name	Previous Rating (31.03.2012)	Current Rating (30.06.2012)
India	A1	A1

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

INDIAN ECONOMIC OVERVIEW

India is developing into an open-market economy, yet traces of its past autarkic policies remain. Economic liberalization, including industrial deregulation, privatization of state-owned enterprises, and reduced controls on foreign trade and investment, began in the early 1990s and has served to accelerate the country's growth, which has averaged more than 7% per year since 1997. India's diverse economy encompasses traditional village farming, modern agriculture, handicrafts, a wide range of modern industries, and a multitude of services. Slightly more than half of the work force is in agriculture, but services are the major source of economic growth, accounting for more than half of India's output, with only one-third of its labor force. India has capitalized on its large educated English-speaking population to become a major exporter of information technology services and software workers. In 2010, the Indian economy rebounded robustly from the global financial crisis - in large part because of strong domestic demand - and growth exceeded 8% year-on-year in real terms. However, India's economic growth in 2011 slowed because of persistently high inflation and interest rates and little progress on economic reforms. High international crude prices have exacerbated the government's fuel subsidy expenditures contributing to a higher fiscal deficit, and a worsening current account deficit. Little economic reform took place in 2011 largely due to corruption scandals that have slowed legislative work. India's medium-term growth outlook is positive due to a young population and corresponding low dependency ratio, healthy savings and investment rates, and increasing integration into the global economy. India has many long-term challenges that it has not yet fully addressed, including widespread poverty, inadequate physical and social infrastructure, limited non-agricultural employment opportunities, scarce access to quality basic and higher education, and accommodating rural-to-urban migration.

Source : CIA

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.

LOCATIONS

Registered Office :	Windsor House, 6^th Floor, CST Road, Kalina, Santacruz (East), Mumbai-400098, Maharashtra, India
Tel. No.:	91-22-67616400
Fax No.:	91-22-66950590
E-Mail :	alan.vanniekerk@rentworks.co.in tazeen.syed@rentworks.co.in rajiv.kumar@rentworks.co.in
Website :	www.rentworks.co.in
Location :	Rented
Corporate Office :	Sandoz House, 4^th Floor, Dr. Annie Besant Road, Worli, Mumbai – 400 018, Maharashtra, India
Tel. No.:	91-22-66950595
Fax No.:	91-22-66950590
E-Mail :	nirav.shah@rentworks.co.in
Website :	www.rentworks.co.za
Location :	Owned
Branch 1 :	Located at Delhi
Location :	Owned
Branch 2 :	Located at Bangalore
Location :	Owned

DIRECTORS

As on: 17.07.2012

Name :

Mr. Alan Van Niekerk

Designation :

Director

Address :

102, Centennial Ave, Lane Cove, NSW 2006, Australia

Date of Birth/Age :

08.11.1954

Date of Appointment :

27.02.2001

Qualification :

Bachelor of Economics, MBA

DIN No.:

01175495

Name :

Mr. Robert Warwick Medway

Designation :

Director

Address :

Lot 8, 46 Lane Cove RD, Ingleside, Sydney-2101, Australia

Date of Birth/Age :

20.05.1967

Qualification :

Bachelor of Business (finance) and Master of Applied Finance

Date of Appointment :

27.02.2001

E-Mail:

robertmedway@iinet.net.au

DIN No.:

00715125

Name :

Mr. John Alan Kinghorn

Designation :

Director

Address :

41, Carrington Avenue Mosman, New South Wales – 2088, Australia

Date of Birth/Age :

03.06.1941

Qualification :

Chartered Accountant (Australia)

Date of Appointment :

09.08.2008

DIN No.:

02021451

Other Directorship :

S.No.	CIN/LLPIN	Name of the Company/ LLP	Current designation of the Director/ Designated Partner	Date of appointment at current designation	Original date of appointment	Date of cessation	Company/ LLP Status	Defaulting status
1	U99999HR1996PTC040814	DIA VIKAS CAPITAL PRIVATE LIMITED	Director	21-07-08	04-02-08	-	Active	NO
2	U71230MH2001PTC131029	RENTWORKS INDIA PRIVATE LIMITED	Director	09-08-08	06-08-08	-	Active	NO

Name :

Mr. Glenn Keith Goodall

Designation :

Director

Address :

Unit 4, 17 Central Street, Houghton 2198 RSA, New Zealand

Date of Birth/Age :

14.05.1962

Qualification :

(UE) University Entrance

Date of Appointment :

27.02.2001

DIN No.:

02025978

MAJOR SHAREHOLDERS / SHAREHOLDING PATTERN

As on: 17.07.2012

Names of Shareholders	No. of Shares
Rentworks Mauritius Limited, Mauritius	442753
Financial Consulting Associates, Mauritius Jointly with Rentworks Mauritius Limited	1
Total	442754

Equity Share Break up (Percentage of Total Equity)

As on: 17.07.2012

Category	Percentage
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 :

The Company is engaged in the business of acquiring and dealing in the residuary interest in assets that are the subject of leasing transactions

GENERAL INFORMATION

No. of Employees :	66 (Approximately)
Bankers :	· Indusind Bank Limited, 2401 Gen Thimmayya Road, Contonment, Pune – 411001, Maharashtra, India · Axis Bank Limited, Ground Floor, Atlanta Nariman Point, Mumbai-400021, Maharashtra, India · ICICI Bank Limited, Santacruz, Mumbai, Maharashtra, India · IDBI Bank Limited, Bandra, Mumbai, Maharashtra, India · Dhanlaxmi Bank, Santacruz, Mumbai, Maharashtra, India

Banking Relations :	--
Financial Institutions :	· Reliance Capital Limited, “H” Block, 1st Floor, Dhirubhai Ambani Knowledge City, Koparkhairne, Navi Mumbai-400710, Maharashtra, India · L and T Finance Limited, L and T House, Ballard Estate, Mumbai – 400001, Maharashtra, India
Auditors :
Name :	Deloitte Haskins and Sells Chartered Accountants
Address :	Plot No. 12, Dr. Annie Besant Road, Opposite Shiv Sagar Industrial Estate, Worli, Mumbai - 400018, Maharashtra, India
Tel. No.:	91-22-66679000
Fax No.:	91-22-66679025
PAN No.:	AACFD4815A
Holding Company :	· Rentworks Mauritius Limited, Mauritius
Enterprises over which Key Management personnel (KMP) and Relatives of such personnel exercise significant influence	· Thumdart Pty. Limited

CAPITAL STRUCTURE

As on: 17.07.2012

Authorised Capital :

No. of Shares	Type	Value	Amount
500000	Equity Shares	Rs.10/- each	Rs. 5.000 Millions

Issued, Subscribed & Paid-up Capital :

No. of Shares	Type	Value	Amount
442754	Equity Shares	Rs.10/- each	Rs. 4.427 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		4.427	4.498	4.590
2] Share Application Money		0.000	0.000	0.000
3] Reserves & Surplus		166.376	477.570	55.828
4] (Accumulated Losses)		0.000	0.000	0.000
NETWORTH		170.803	482.068	60.418
LOAN FUNDS
1] Secured Loans		0.000	0.000	0.000
2] Unsecured Loans		0.000	0.000	0.000
TOTAL BORROWING		0.000	0.000	0.000
DEFERRED TAX LIABILITIES		0.000	0.000	0.000
TOTAL		170.803	482.068	60.418
APPLICATION OF FUNDS
FIXED ASSETS [Net Block]		7.538	3.551	3.350
Capital work-in-progress		0.000	0.000	0.000
Investments in Unguaranteed Residuals		2099.736	1031.606	1113.411
DEFERREX TAX ASSETS		21.695	19.504	19.948
CURRENT ASSETS, LOANS & ADVANCES
	Inventories	7.544	11.646	3.204
	Sundry Debtors	448.233	169.617	80.120
	Cash & Bank Balances	1526.794	1955.264	761.557
	Other Current Assets	0.000	0.000	0.000
	Loans & Advances	58.158	250.475	119.415
Total Current Assets		2040.729	2387.002	964.296
Less : CURRENT LIABILITIES & PROVISIONS
	Sundry Creditors	1892.876	1359.972	706.757
	Other Current Liabilities	2081.435	1581.425	1221.037
	Provisions	24.584	18.198	112.793
Total Current Liabilities		3998.895	2959.595	2040.587
Net Current Assets		(1958.166)	(572.593)	(1076.291)
MISCELLANEOUS EXPENSES		0.000	0.000	0.000
TOTAL		170.803	482.068	60.418

PROFIT & LOSS ACCOUNT

	PARTICULARS		31.03.2011	31.03.2010	31.03.2009
	SALES
		Income	1216.500	1040.800	384.099
		Other Income
		TOTAL	1216.500	1040.800	384.099
Less	EXPENSES
		Office Expenses
		Administrative Expenses	330.200	244.100	202.405
		Advertising Expenses
		TOTAL	330.200	244.100	202.405
	PROFIT BEFORE TAX, DEPRECIATION AND AMORTISATION		886.300	796.700	181.694
Less/ Add	DEPRECIATION/ AMORTISATION		4.100	3.000	1.907
	PROFIT BEFORE TAX		882.200	793.700	179.787
Less	TAX		307.900	271.800	56.033
	PROFIT AFTER TAX		574.300	521.900	123.754
Add	PREVIOUS YEARS’ BALANCE BROUGHT FORWARD		477.500	21.500	21.270
Less	APPROPRIATIONS
		Interim Dividend	656.100	0.000	95.000
		Corporate Dividend Tax on Interim Dividend	109.000	0.000	16.145
		Transferred to General Reserve	177.900	65.900	12.400
	BALANCE CARRIED TO THE B/S		108.800	477.500	21.479
	IMPORTS
		Rented Assets	NA	207.422	314.947
	TOTAL IMPORTS		NA	207.422	314.947
	Earnings Per Share (Rs.)		1290.92	1137.02	269.60

KEY RATIOS

PARTICULARS		31.03.2011	31.03.2010	31.03.2009
PAT / Total Income	(%)	47.21	50.14	32.22
Return on Total Assets (PBT/Total Assets}	(%)	43.07	33.20	18.58
Return on Investment (ROI) (PBT/Networth)		5.16	1.64	2.98
Debt Equity Ratio (Total Liability/Networth)		24.41	7.14	34.77
Current Ratio (Current Asset/Current Liability)		0.51	0.81	0.47

LOCAL AGENCY FURTHER INFORMATION

Sr. No.	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	No
10]	Designation of contact person	No
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	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 involved in	--
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
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

COMPANY BACKGROUND:

Subject was incorporated on 27.02.2001. It is a 100% subsidiary of Rentworks Mauritius Limited. The company is engaged in the business of acquiring and dealing in the residuary interest in assets that are the subject of leasing transactions, referred to in these financial statements as “Residuals”.

OPERATIONS

The Company is engaged in the business of acquiring and dealing in the residuary interest in assets that are the subject of leasing transactions. During the year, the total Income from Operations of the Company was Rs.1216.000 Millions (2010 Rs 1040.000 millions).The net profit of the Company was Rs.574.000 Millions (2010 Rs 521.000 Millions) after provision for income taxes of Rs.307.800 Millions (2010 Rs.271.900 Millions). During the year, the Company's investment in unguaranteed residuals rose by Rs.1065.600 millions from Rs.1031.600 millions at 31st March 2010 to Rs.2097.200 Millions at 31st March 2011. This investment in residuals is at cost. It understates the Company's book of residuals as many residuals are acquired at no cost or at a profit.

BANKERS CHARGES REPORT AS PER REGISTRY

Corporate identity number of the company	U71230mh2001ptc131029
Name of the company	RENTWORKS INDIA PRIVATE LIMITED
Address of the registered office or of the principal place of business in India of the company	Windsor House, 6^th Floor, CST Road, Kalina, Santacruz (East), Mumbai-400098, Maharashtra, India tazeen.syed@rentworks.co.in
This form is for	Creation of charge
Type of charge	Other
Particular of charge holder	Indusind Bank Limited, 2401 Gen Thimmayya Road, Contonment, Pune – 411001, Maharashtra, India manish.samant@indusind.com
Nature of instrument creating charge	Deed of Hypothecation dated 09.11.2012
Date of instrument Creating the charge	09.11.2012
Amount secured by the charge	Rs.39.651 Millions
Brief of the principal terms an conditions and extent and operation of the charge	Rate of Interest 12.75 % p.a. Terms of Repayment RS 88-103 Rs 2.575 Millions payable quarterly from 1-Jan-13 to 1-Jul-16 Rs. 1.029 Millions payable on 01-Oct-16 Margin Nil Extent and Operation of the charge The charge extends to the assignment of Rent Receivables by Rentworks India Private Limited payable by Godrej Infotech Limited and Hypothecation of Rented Assets and Registration of Charge on the assets.
Short particulars of the property charged	· Hypothecation of the present and future Interest, title and ownership resting with the company over equipments rented by the Renter viz. Godrej Infotech Limited · Financed by Indusind Bank Limited, under Rs. 88-103 to the Master Rental Agreement dated between 14.10.2010 Godrej Infotech Limited · Particulars of the assets are detailed in the above mentioned Rental Schedules

Fixed assets:

· Leasehold Improvements

· Office Equipments

· Computers

· Furniture and Fixtures

· Software

· Motor 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 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 anyprohibited 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. 55.34
UK Pound	1	Rs. 88.30
Euro	1	Rs. 71.37

INFORMATION DETAILS

Report Prepared by :

UDS

SCORE & RATING EXPLANATIONS

SCORE FACTORS	RANGE	POINTS
HISTORY	1~10	4
PAID-UP CAPITAL	1~10	4
OPERATING SCALE	1~10	4
FINANCIAL CONDITION
--BUSINESS SCALE	1~10	4
--PROFITABILIRY	1~10	4
--LIQUIDITY	1~10	4
--LEVERAGE	1~10	4
--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	YES
--AFFILIATION	YES/NO	YES
--LISTED	YES/NO	NO
--OTHER MERIT FACTORS	YES/NO	YES
TOTAL		36

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.