MIRA INFORM REPORT

Report Date :

12.09.2012

IDENTIFICATION DETAILS

Name :	VIRTUAL INFOSYSTEMS PRIVATE LIMITED
Registered Office :	231, 2^nd Floor, Mastermind – 1, Royal Palms, Mayur Nagar, Aarey Milk Colony, Goregaon (East), Mumbai – 400 065, Maharashtra
Country :	India
Financials (as on) :	31.03.2011
Date of Incorporation :	24.10.2000
Com. Reg. No.:	11-129334
Capital Investment / Paid-up Capital :	Rs. 0.179 millions
CIN No.: [Company Identification No.]	U72200MH2000PTC129334
TAN No.: [Tax Deduction & Collection Account No.]	MUMV09438C
Legal Form :	Private Limited Liability Company
Line of Business :	Subject is an organizer of specialized trade shows and publisher of industry specific premium vertical magazines
No. of Employees :	Not Available

RATING & COMMENTS

MIRA’s Rating :

Ba (43)

RATING		STATUS	PROPOSED CREDIT LINE
41-55	Ba	Overall operation is considered normal. Capable to meet normal commitments.	Satisfactory

Maximum Credit Limit :	USD 20000
Status :	Satisfactory
Payment Behaviour :	Usually correct
Litigation :	Clear
Comments :	Subject is an established company having satisfactory track. Profitability of the company appears to be low. However, 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 – 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 / Corporate Office :	231, 2^nd Floor, Mastermind – 1, Royal Palms, Mayur Nagar, Aarey Milk Colony, Goregaon (East), Mumbai – 400 065, India
Tel. No.:	91-22-61204111 / 28794695
Fax No.:	91-22-28794739
E-Mail :	rsp.vasai@gmail.com corporate@virtualinfo.in
Website :	www.virtualinfo.in
North Zone :	397, Vishwa Sadan Tower, District Centre, Janakapuri, New Delhi – 110 058, Delhi, India
South Zone:	602, 2G Cross, 6^th Main Road, HRBR BDA Layout, Banaswadi, Bangalore – 560 043, Karnataka, India

DIRECTORS

As on 30.09.2011

Name :

Mr. Jayaprakash Krishnan Nair

Designation :

Managing Director

Address :

A / 101, Mero Sector – 11, Vasant Nagri, Vasai (East), Thane – 401 202, Maharashtra, India

Date of Birth/Age :

16.12.1965

Date of Appointment :

24.10.2000

DIN No.:

00367345

Name :

Mr. Jayaraman Edathatta Nair

Designation :

Director

Address :

A / 101, Mero Sector – 11, Vasant Nagri, Vasai (East), Thane – 401 202, Maharashtra, India

Date of Birth/Age :

20.09.1959

Date of Appointment :

24.10.2000

DIN No.:

01611502

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	U72200MH2000PTC129334	VIRTUAL INFOSYSTEMS PRIVATE LIMITED	Director	24/10/2000	24/10/2000	-	Active	NO
2	AAB-1082	PENTAGREEN DEVELOPERS LLP	Designated Partner	07/09/2012	07/09/2012	-	Active	NO

Name :

Ms. Mangala Chandran

Designation :

Director

Address :

21, Sea Springs, B. J. Road, Bandra (West), Mumbai – 400 050, Maharashtra, India

Date of Birth/Age :

06.08.1946

Date of Appointment :

08.02.2008

DIN No.:

02016577

MAJOR SHAREHOLDERS

As on 30.09.2011

Names of Shareholders	No. of Shares
Jayaprakash Krishnan Nair	8800
Jayaraman Edathatta Nair	8800
Mangala Chandran	350
TOTAL	17950

Names of Allottees	No. of Shares
Jayaraman Edathatta Nair	15384
Jayaprakash Krishnan Nair	15384
Mangala Chandran	1282
TOTAL	32050

Equity Share Break up (Percentage of Total Equity)

Category	Percentage
Directors or relatives of Directors	100.00
Total	100.00

BUSINESS DETAILS

Line of Business :

Subject is an organizer of specialized trade shows and publisher of industry specific premium vertical magazines

GENERAL INFORMATION

Suppliers :

· Blue Dart Express Limited, India

· Dharmendra Vishwakarma

· Expro Events and Exhibits

· Makhija and Associates

· Jairaman - Car Hire

· Ravi refrigeration company

· Siddhi Offset Private Limited, India

· Siddharth Logistics Company Limited, India

· The Professional Couriers – Bangalore

· Vichare Courier Service Private.Limited, India.

· NESCO CIP 2011

· A and S

Customers :

· Afidamp Servizi Srl-CIP

· Akiton Safety Solutions – TT

· Alana Mecmoto Private Limited, India

· A R Enterprises –CIJ

· Best Facilities Services

· Blaze Engineers-BT

· Carewell Facilities (India) Private Limited, India-CIJ

· COOPER SAFETY-BT

· Charnock Equipments Private Limited, India

· Cradle Runways India Private Limited, India

· Faber Sindoori Management Services Private Limited, India

· FCA Communication

· Frontier Polymers Private Limited, India

· Georgia pacific- CIJ

· Handiman Services

· Honeywell Fire Systems

· International Road Dynamics South Asia Private Limited, India

· Jade Consumer Products (I) Private Limited, India.

· Kimberly dark professional fees

· LION Services Limited, India

· Magnetic Auto Control Private Limited, India

· Media Merchant(kitten)- CIJ

· New Scope Roofing Private Limited, India

· PCI Environmental Services Private. Limited, India.

· Pest Control (I) Private Limited, India

· Pooja hardware

· Quest Advertising

· Rosari Biotech Limited, India

· Wellcare Cleaning and Hygiene Solutions Private Limited, India

· Zako Enterprises

· Zecon Aircon

No. of Employees :

Not Available

Bankers :

· HDFC Bank – Santacruz

· HDFC Bank – Chennai

· HDFC Bank – Pulire

· HDFC Bank – Goregaon

· HDFC Bank – CIS

· HDFC Bank - Euro A/c

· HDFC Bank – Vasai

· The Saraswat Co-operative Bank Limited

Facilities :

Secured Loan	As on 31.03.2011 (Rs. in Millions)	As on 31.03.2010 (Rs. in Millions)
HDFC Bank	0.229	0.596
Reliance Capital Loan a/c - 000105507	4.383	4.648
Reliance Capital Loan A/C - 117862	0.084	0.230
Total	4.696	5.474
Unsecured Loan	As on 31.03.2011 (Rs. in Millions)	As on 31.03.2010 (Rs. in Millions)
Loan from Directors Jayaram Nair	1.065	1.089
Total	1.065	1.089

Banking Relations :	--
Financial Institution:	Reliance Capital Limited, “H” Block 1^st Floor, Dhirubhai Ambani Knowledge City, Koparkhairne, Navi Mumbai – 400 710, Maharashtra, India
Auditors :
Name :	R. S. Prabhu and Associates Chartered Accountants
Address :	Swagat Bhavan, Near Indian Oil, opposite Mseb Colony, Station Road, Vasai (East), Thana – 401 202, Maharashtra, India
PAN No.:	AAIFR9554L

CAPITAL STRUCTURE

As on 30.09.2011

Authorized Capital:

No. of Shares	Type	Value	Amount
50000	Equity Shares	Rs. 10/- each	Rs. 0.500 million

Issued, Subscribed & Paid-up Capital:

No. of Shares	Type	Value	Amount
17950	Equity Shares	Rs. 10/- each	Rs. 0.179 million

After 30.09.2011

Authorized Capital:

No. of Shares	Type	Value	Amount
200000	Equity Shares	Rs. 10/- each	Rs. 2.000 millions

Issued, Subscribed & Paid-up Capital:

No. of Shares	Type	Value	Amount
50000	Equity Shares	Rs. 10/- each	Rs. 0.500 million

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		0.179	0.179	0.179
2] Share Application Money		0.375	0.000	0.000
3] Reserves & Surplus		4.628	3.808	1.253
4] (Accumulated Losses)		0.000	0.000	0.000
NETWORTH		5.182	3.987	1.432
LOAN FUNDS
1] Secured Loans		4.695	5.475	6.608
2] Unsecured Loans		1.065	1.089	1.164
TOTAL BORROWING		5.760	6.563	7.772
DEFERRED TAX LIABILITIES		0.058	0.053	0.036
TOTAL		11.000	10.604	9.240
APPLICATION OF FUNDS
FIXED ASSETS [Net Block]		7.768	7.570	7.363
Capital work-in-progress		0.000	0.000	0.000
INVESTMENT		0.000	0.000	0.000
DEFERREX TAX ASSETS		0.000	0.000	0.000
CURRENT ASSETS, LOANS & ADVANCES
	Inventories	0.000	0.000	0.000
	Sundry Debtors	5.010	3.781	2.739
	Cash & Bank Balances	1.941	1.314	0.287
	Other Current Assets	0.878	0.094	1.960
	Loans & Advances	6.027	4.477	1.787
Total Current Assets		13.856	9.666	6.773
Less : CURRENT LIABILITIES & PROVISIONS
	Sundry Creditors	5.836	2.341	1.218
	Other Current Liabilities	0.000	1.554	2.745
	Provisions	4.788	2.737	0.933
Total Current Liabilities		10.624	6.632	4.896
Net Current Assets		3.232	3.034	1.877
MISCELLANEOUS EXPENSES		0.000	0.000	0.000
TOTAL		11.000	10.604	9.240

PROFIT & LOSS ACCOUNT

	PARTICULARS		31.03.2011	31.03.2010	31.03.2009
	SALES
		Income
		Other Income
		TOTAL	49.690	39.171	20.140
Less	EXPENSES
		Office Expenses
		Administrative Expenses
		Advertising Expenses
		TOTAL	48.467	35.459	19.224
	PROFIT BEFORE TAX		1.223	3.712	0.916
Less	TAX		0.404	NA	NA
	PROFIT AFTER TAX		0.819	NA	NA
	Earnings Per Share (Rs.)		45.64	143.31	28.40

KEY RATIOS

PARTICULARS		31.03.2011	31.03.2010	31.03.2009
PAT / Total Income	(%)	1.64	NA	NA
Return on Total Assets (PBT/Total Assets}	(%)	5.65	21.53	6.47
Return on Investment (ROI) (PBT/Networth)		0.23	0.93	0.63
Debt Equity Ratio (Total Liability/Networth)		3.16	3.30	8.84
Current Ratio (Current Asset/Current Liability)		1.30	1.45	3.60

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	No
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 One year	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	Yes
18]	Major customers	Yes
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	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

BANKERS CHARGES REPORT AS PER REGISTRY

This form is for	Creation of charge
Corporate identity number of the company	U72200MH2000PTC129334
Name of the company	VIRTUAL INFOSYSTEMS PRIVATE LIMITED
Address of the registered office or of the principal place of business in India of the company	316, 3rd Floor, Mastermind - 1, Royal Palms, Mayur Nagar, Aarey Milk Colony, Goregaon (E), Mumbai – 400065, Maharashtra, India
Type of charge	Immovable Property
Particular of charge holder	Reliance Capital Limited, "H" Block 1^ST Floor, Dhirubhai Ambani Knowledge City, Koparkhairne, Navi Mumbai – 400710, Maharashtra, India e-mail: yogesh.deshpande@relianceada.com CIN : L65910MH1986PLC165645
Nature of description of the instrument creating or modifying the charge	Loan Agreement between Reliance Capital Limited and Virtual Infosystems Private Limited and others
Date of instrument Creating the charge	20.06.2008
Amount secured by the charge	Rs. 5.000 millions
Brief particulars of the principal terms an conditions and extent and operation of the charge	Rate of Interest 14.50% Terms of Repayment 120 Equated Monthly Installments of Rs. 0.079 million each. Margin Nil Extent and Operation of the charge A first charge by way of hypothecation of property. The Lender shall have the right to create charge over the Property in favour of any bank, institution or body by way of security for any refinance facility or any loan availed by the lender from such bank, institution or body.The Lender shall also have the right to transfer or assign the mortgage over the Property in favour of any bank, institution or body in connection with any sale or transfer of the Loan by Lender to them.
Short particulars of the property charged	Office No. 231, 232, 233, MasterMinds, Royal Palms, Aarey Road, Goregaon

NOTE:

Registered office of the company has been shifted from 316, 3^rd Floor, Mastermind – 1, Royal Palms, Mayur Nagar, Aarey Milk Colony, Goregaon (East), Mumbai – 400 065, Maharashtra, India to the present address w.e.f. 21.03.2012

OPERATIONS

The Company had performed well during the year as compared to the previous financial year and we hope to expand business during the current year. The Directors are optimistic about the future and hope to do better business in the years to come.

FIXED ASSETS

· Computers

· Laptops

· Printers

· Scanners

· Fax Machine

· Electrical Equipments

· EPABX system

· Air conditioners

· Mobile instruments

· Office equipments

· Furniture and Fixtures

· Trademarks and Computers

· Scorpio

· Premises

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.55.52
UK Pound	1	Rs.88.85
Euro	1	Rs.70.85

INFORMATION DETAILS

Report Prepared by :

NID

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	4
--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	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		43

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.