MIRA INFORM REPORT

Report Date :

29.04.2013

IDENTIFICATION DETAILS

Name :	SHROFF PUBLISHERS AND DISTRIBUTORS PRIVATE LIMITED
Registered Office :	C-103, TTC Industrial Area, MIDC, Pawane, Navi Mumbai - 400705, Maharashtra
Country :	India
Financials (as on) :	31.03.2012
Date of Incorporation :	17.07.1992
Com. Reg. No.:	11-067760
Capital Investment / Paid-up Capital :	Rs.0.930 Million
CIN No.: [Company Identification No.]	U22200MH1992PTC067760
Legal Form :	Private Limited Liability Company
Line of Business :	Publishers and Distributors of Books
No. of Employees :	120 (Approximately)

RATING & COMMENTS

MIRA’s Rating :

B (35)

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

Maximum Credit Limit :	USD 230000
Status :	Moderate
Payment Behaviour :	Slow But Correct
Litigation :	Clear
Comments :	Subject is an established company having a moderate track record. The reserves of the company is satisfactory. However, profitability of the company appears to be low. 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

Name :	Mr. Mehmood
Designation :	Accounts Department
Contact No.:	91-22-41584158
Date :	27.04.2013

LOCATIONS

Registered Office :	C-103, TTC Industrial Area, MIDC, Pawane, Navi Mumbai - 400705, Maharashtra, India
Tel. No.:	91-22-41584158
Fax No.:	91-22-41584141
E-Mail :	mehmood@shroffpublishers.com
Website :	www.shroffpublishers.com
Location :	Owned
Head Office :	Patel Building #9, 1^st Floor, 8, M K Amin Marg, Mumbai - 400001, Maharashtra, India
Tel. No. :	91-22-41584158
Fax No. :	91-22-41584141
Branch Offices :	Delhi Basement, 2/11 Ansari Road, Daryaganj New Delhi - 110002 Delhi, India Phone: 91-11-23243337, 23243338 Fax: 91-11-23243339 Email: spddel@shroffpublishers.com Kolkata 7B Haati Bagan Road, First Floor Kolkata - 700014 West Bengal, India Phone: 91-33-22849329, 22847954 Fax: 91-33-22406109 Email: spdkol@shroffpublishers.com Bangalore 7, Sharada Colony, Basaveshwar Nagar, 8th Main Bangalore - 560079 Karnataka, India Phone: 91-80-41287393, 41287394 Fax: 91-80-41287392 Email: spdblr@shroffpublishers.com Mumbai City 36, M.A. Sarang Marg (Tandel Street South)., Dongri Mumbai - 400009 Maharashtra, India Phone: 91-22-66107594, 66107595 Fax: 91-22-66107596 Email: spddongri@shroffpublishers.com

DIRECTORS

As on: 28.09.2012

Name :	Mrs. Samira Aziz Shroff
Designation :	Director
Address :	Flat No. 31, Aashiyana, Plot No. 925, 1st Road, Almeida Park, Bandra (West) Mumbai - 400050, Maharashtra, India
Date of Birth/Age :	21.01.1964
Qualification :	Graduate
Date of Appointment :	01.04.1997
DIN No.:	00073022
Name :	Mrs. Shirin Azim Shroff
Designation :	Director
Address :	23, Colaba Chambers, 150, Colaba Road, Colaba, Mumbai – 400001, Maharashtra, India
Date of Birth/Age :	17.05.1974
Qualification :	Graduate
Date of Appointment :	01.04.2007
DIN No.:	00073027
Name :	Mrs. Zeenat Amin Shroff
Designation :	Director
Address :	62, Purnima Society, Dominic Road, Bandra (West), Mumbai – 400050, Maharashtra, India.
Date of Birth/Age :	31.08.1970
Qualification :	Graduate
Date of Appointment :	01.04.1997
DIN No.:	00073034
Name :	Mr. Aziz Abdul Sultan Mulji Shroff
Designation :	Managing Director
Address :	Flat No. 31, Aashiyana, Plot No. 925, 1st Road, Almeida Park, Bandra (West) Mumbai - 400050, Maharashtra, India
Date of Birth/Age :	05.10.1961
Qualification :	HSC
Date of Appointment :	17.04.1998
DIN No.:	00073039
Name :	Mrs. Nadia Akbar Shroff
Designation :	Director
Address :	23, Colaba Chambers, 150, Colaba Road, Colaba, Mumbai – 400001, Maharashtra, India
Date of Birth/Age :	13.05.1975
Qualification :	Graduate
Date of Appointment :	29.09.2001
DIN No.:	00073047

KEY EXECUTIVES

Name :	Mr. Mehmood
Designation :	Accounts Department

MAJOR SHAREHOLDERS

As on: 28.09.2012

Names of Shareholders	No. of Shares
Amin A. Shroff	9000
Aziz Abdulsultan Shroff	35000
Azim Shroff	9000
Akbar Shroff	5000
Zeenat Amin Shroff	5000
Samira Aziz Shroff	20000
Shirin Aziz Shroff	5000
Nadia Akbar Shroff	5000
Total	93000

Equity Share Break up (Percentage of Total Equity)

As on: 28.09.2012

Category	Percentage
Directors or relatives of Directors	100.00
Total	100.00

BUSINESS DETAILS

Line of Business :	Publishers and Distributors of Books
Terms :
Selling :	Cash and Credit
Purchasing :	Cash and Credit

GENERAL INFORMATION

Customers :

Retailers and End Users

No. of Employees :

120 (Approximately)

Bankers :

The Saraswat Co-operative Bank, SME Vikhroli Branch, Prabhat Bhavan, LBS Marg, Vikhroli, Mumbai - 400079, Maharashtra, India

Tel No.: 91-22-25785770

Facilities :

(Rs. In Millions)

Secured Loan	As on 31.03.2012	As on 31.03.2011
LONG TERM BORROWINGS
Secured by Hypothication of Vehicle
Tata Motors Finance Limited	0.040	0.264
Axis Bank Limited	0.905	0.000
SHORT TERM BORROWINGS
Loans Repayable on Demand
Saraswat Bank C/c A/c No O/d 6	9.829	10.114
Saraswat Bank C/c A/c No. 2282	10.279	8.895
Total	21.053	19.273

Banking Relations :	--
Auditors :
Name :	S. V. Shanbhag and Company Chartered Accountant
Address :	122, Vardhaman Market, Sector 17, Vashi, Navi Mumbai – 400703, Maharashtra, India
PAN No.:	AKYPS5895F

CAPITAL STRUCTURE

As on: 31.03.2012

Authorised Capital :

No. of Shares	Type	Value	Amount
250000	Equity Shares	Rs.10/- each	Rs.2.500 Millions

Issued, Subscribed & Paid-up Capital :

No. of Shares	Type	Value	Amount
93000	Equity Shares	Rs.10/- each	Rs.0.930 Million

FINANCIAL DATA

[all figures are in Rupees Millions]

ABRIDGED BALANCE SHEET

SOURCES OF FUNDS		31.03.2012	31.03.2011	31.03.2010
SHAREHOLDERS FUNDS
1] Share Capital		0.930	0.930	0.930
2] Share Application Money		0.000	0.000	0.000
3] Reserves & Surplus		57.058	56.734	56.315
4] (Accumulated Losses)		0.000	0.000	0.000
NETWORTH		57.988	57.664	57.245
LOAN FUNDS
1] Secured Loans		21.053	19.273	13.899
2] Unsecured Loans		0.000	0.000	0.000
TOTAL BORROWING		21.053	19.273	13.899
DEFERRED TAX LIABILITIES		0.000	0.066	0.000
TOTAL		79.041	77.003	71.144
APPLICATION OF FUNDS
FIXED ASSETS [Net Block]		17.519	16.557	17.190
Capital work-in-progress		0.000	0.000	0.000
INVESTMENT		0.025	0.025	0.025
DEFERREX TAX ASSETS		0.124	0.000	0.000
CURRENT ASSETS, LOANS & ADVANCES
	Inventories	65.829	62.440	0.000
	Sundry Debtors	33.428	32.232	27.998
	Cash & Bank Balances	4.223	3.991	2.521
	Other Current Assets	0.050	0.036	57.486
	Loans & Advances	8.948	9.854	14.852
Total Current Assets		112.478	108.553	102.857
Less : CURRENT LIABILITIES & PROVISIONS
	Sundry Creditors	38.368	32.775	32.402
	Other Current Liabilities	7.182	8.305	6.458
	Provisions	5.555	7.052	10.068
Total Current Liabilities		51.105	48.132	48.928
Net Current Assets		61.373	60.421	53.929
MISCELLANEOUS EXPENSES		0.000	0.000	0.000
TOTAL		79.041	77.003	71.144

PROFIT & LOSS ACCOUNT

	PARTICULARS		31.03.2012	31.03.2011	31.03.2010
	SALES
		Income from Operation	120.787	118.478	102.859
		Other Income	NA	NA	NA
		TOTAL	NA	NA	NA
Less	EXPENSES
		Office Expenses	NA	NA	NA
		Administrative Expenses
		Advertising Expenses
		TOTAL	NA	NA	NA
	PROFIT BEFORE TAX		0.533	0.719	0.550
Less	TAX		0.400	0.350	0.548
	PROFIT AFTER TAX		0.324	0.418	0.002
	EARNINGS IN FOREIGN CURRENCY		0.618	1.113	0.661
	Earnings Per Share (Rs.)		3.48	4.50	4.06

KEY RATIOS

PARTICULARS		31.03.2012	31.03.2011	31.03.2010
Net Profit Margin (PBT/Sales)	(%)	0.44	0.61	0.53
Return on Total Assets (PBT/Total Assets}	(%)	0.41	0.57	0.45
Return on Investment (ROI) (PBT/Networth)		0.01	0.01	0.01
Debt Equity Ratio (Total Debt /Networth)		0.36	0.33	0.24
Current Ratio (Current Asset/Current Liability)		2.20	2.25	2.10

LOCAL AGENCY FURTHER INFORMATION

DETAILS OF SUNDRY CREDITORS:

PARTICULARS	31.03.2012	31.03.2011	31.03.2010
Sundry Creditors for Imports	38.368	4.471	4.442
Sundry Creditors for Local Purchase		15.255	18.573
Sundry Creditors For Publications		12.641	8.414
Sundry Creditor for Expenses		0.408	0.973
Total	38.368	32.775	32.402

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	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)	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

NOTE: The registered office of the company has been shifted from 8, M.K. Amin Marg, Patel Bldg # 9, 1st Floor, Mumbai – 400001, Maharashtra, India to present address w.e.f.07.08.2012

FUTURE OUTLOOK:

Despite an overall slack economic scenario, your directors are hopeful of better performance in future.

CONTINGENT LIABILITY:

Following Contingent Liabilities are not provided in the Books of Accounts.

1. A demand of Rs. 5.842 Millions towards Income Tax (including Interest) raised against the Company by ACIT Mumbai for AY 2006-07; which is contested by the Company in an Appeal filed before the CIT (Appeals) Mumbai, pending disposal.

2. An amount of Rs. 0.66 Million ($1468.10) is due to M/s No Starch, USA towards Royalty for the period July 2008 to December 2009. The Company has however made a counter claim of cost of certain unsold books published by M/s No Starch, USA which have remained in stock since the books are very old and their sales have been falling. The net Liability if any, arising on account of such adjustment being contingent in nature, is not provided for.

BANKERS CHARGES REPORT AS PER REGISTRY:

Corporate identity number of the company	U22200MH1992PTC067760
Name of the company	SHROFF PUBLISHERS AND DISTRIBUTORS PRIVATE LIMITED
Address of the registered office or of the principal place of business in India of the company	8, M.K. Amin Marg, Patel Bldg # 9, 1st Floor, Mumbai – 400001, Maharashtra, India rkumble@shroffpublishers.com
This form is for	Modification of charge
Charge identification (ID) number of the charge to be modified	80056327
Type of charge	Immovable property
Particular of charge holder	The Saraswat Co-operative Bank Limited, SME Vikhroli Branch, Prabhat Bhavan, LBS Marg, Vikhroli West, Mumbai – 400079, Maharashtra, India njbhatia@rediffmail.com
Nature of instrument creating charge	Supplementary Recording Letter Evidencing deposit of Title deeds
Date of instrument Creating the charge	10.03.2012
Amount secured by the charge	Rs.25.600 Millions
Brief of the principal terms an conditions and extent and operation of the charge	Rate of Interest 15%p .a or at such rate as maybe determined by the bank from time to time Terms of Repayment On demand Margin 40% Extent and Operation of the charge This is overdraft facility. The immovable property is main cum collateral security
Short particulars of the property or asset(s) charged (including complete address and location of the property)	Mortgage by deposit of title deed Commercial Premises No B102 and B103 in the Building no San-SBC-ND situated at Sanpada, Station Navi Mumbai solely belonging to the company.
Date of instrument modifying the charge	19.01.2011
Particulars of the present modification	Additional overdraft facility of Rs 5.000 Millions granted. Overall limit secured by immovable property at B102 and B103 in Bldg no SAN-SBC-ND Sanpada Navi Mumbai is enhanced to Rs 25.600 Millions.

FIXED ASSETS:

• Land building
• Office Premises
• Furniture and Fixture
• Computer
• Office Equipments
• Air Conditioner
• Motor Car
• Packing Equipment
• Generator Set

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 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.54.28
UK Pound	1	Rs.84.23
Euro	1	Rs.70.90

INFORMATION DETAILS

Information Gathered by :	PLK
Report Prepared by :	RAJ

SCORE & RATING EXPLANATIONS

SCORE FACTORS	RANGE	POINTS
HISTORY	1~10	5
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	4
--RESERVES	1~10	4
--CREDIT LINES	1~10	3
--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
--DEFAULTER
--RBI	YES/NO	NO
--EPF	YES/NO	NO
TOTAL		35

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.