MIRA INFORM REPORT

Report Date :

29.01.2013

IDENTIFICATION DETAILS

Name :	BIRLA SHLOKA EDUTECH LIMITED [w.e.f. December 2008]
Formerly Known As :	RATHI MERCANTILE INDUSTRIES LIMITED
Registered Office :	Industry House, 159, Churchgate Reclamation, Mumbai-400020, Maharashtra
Country :	India
Financials (as on) :	31.03.2012
Date of Incorporation :	25.05.1992
Com. Reg. No.:	11-066910
Capital Investment / Paid-up Capital :	Rs.209.456 Millions
CIN No.: [Company Identification No.]	L74999MH1992PLC066910
Legal Form :	A Public Limited Liability Company. The Company’s Shares are Listed on The Stock Exchanges.
Line of Business :	Subject is engaged in Providing IT Services and Sale of IT Products.
No. of Employees :	Not Available

RATING & COMMENTS

MIRA’s Rating :

B (29)

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

Maximum Credit Limit :	USD 4070000
Status :	Moderate
Payment Behaviour :	Slow
Litigation :	Clear
Comments :	Subject is a Birla Group Company. It is an established company having moderate track record. Profitability of the appears to be low. However, trade relations are reported as fair. Business is active. Payments are reported to be slow. The group companies are going through some difficulties and “Birla Power Solution” is reported to have defaulted on payments. The company can be considered for business dealings with some cautions.

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

EXTERNAL AGENCY RATING

Rating Agency Name	CARE
Rating	BB [Long Term Bank Facilities]
Rating Explanation	Moderate risk of default
Date	22.01.2013

Rating Agency Name	CARE
Rating	A4 [Short Term Bank Facilities]
Rating Explanation	Minimal degree of safety it carry very high credit risk.
Date	22.01.2013

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 :	Industry House, 159, Churchgate Reclamation, Mumbai-400020, Maharashtra, India
Tel. No.:	Not Available
Fax No.:	Not Available
E-Mail :	marketing@shlokaybg.com
Website :	http://www.birlashloka.com
Head Office :	Melstar House, G-4, MIDC, Cross Road ‘A’, Andheri (East), Mumbai-400093, Maharashtra, India
Tel. No.:	91-22-33067777 / 67255027 / 29 / 30
Fax No.:	91-22-28316258

DIRECTORS

AS ON 31.03.2012

Name :	Mr. Yashovardhan Birla
Designation :	Chairman
Name :	Mr. Nidigallu Srikrishna
Designation :	Executive Director
Name :	Mr. Mohandas Shenoy Adige
Designation :	Director
Name :	Mr. Anoj Menon
Designation :	Director
Name :	Mr. Tushar Dey
Designation :	Director

KEY EXECUTIVES

Name :	Mr. Vijay Mishra
Designation :	Company Secretary and Compliance Officer

MAJOR SHAREHOLDERS / SHAREHOLDING PATTERN

AS ON 30.09.2012

Category of Shareholder	Total No. of Shares	Total Shareholding as a % of Total No. of Shares
(A) Shareholding of Promoter and Promoter Group
(1) Indian
Individuals / Hindu Undivided Family	11350	0.05
Bodies Corporate	5384597	25.71
Sub Total	5395947	25.76
(2) Foreign
Total shareholding of Promoter and Promoter Group (A)	5395947	25.76
(B) Public Shareholding
(1) Institutions
(2) Non-Institutions
Bodies Corporate	2575804	12.30
Individuals
Individual shareholders holding nominal share capital up to Rs.0.100 Million	8574751	40.94
Individual shareholders holding nominal share capital in excess of Rs.0.100 Million	3899060	18.62
Any Others (Specify)	500075	2.39
Clearing Members	93608	0.45
Non Resident Indians	406467	1.94
Sub Total	15549690	74.24
Total Public shareholding (B)	15549690	74.24
Total (A)+(B)	20945637	100.00
(C) Shares held by Custodians and against which Depository Receipts have been issued	0	0.00
(1) Promoter and Promoter Group	0	0.00
(2) Public	0	0.00
Sub Total	0	0.00
Total (A)+(B)+(C)	20945637	0.00

BUSINESS DETAILS

Line of Business :

Subject is engaged in Providing IT Services and Sale of IT Products.

GENERAL INFORMATION

No. of Employees :

Not Available

Bankers :

• The Catholic Syrian Bank Limited
• Bank of India

Facilities :

Secured Loan	As on 31.03.2012 [Rs. in Millions]	As on 31.03.2011 [Rs. in Millions]
Term Loan from Banks
The Catholic Syrian Bank (Company has obtained Term Loan from Catholic Syrian Bank Limited - Vile Parle, Mumbai Branch during the Year and loan is secured by the Exclusive Charge on Present and Future Fixed Assets of the Company)	50.000	0.000
Vehicle Loan From Bank Bank of India	0.000	0.205
Vehicle Loan from Others (The above Vehicle Loans are secured by the First Charge on Vehicles)	0.064	0.161
Cash Credit sanctioned from Bank
The Catholic Syrian Bank (Cash Credit of the Company is secured by the Equitable Mortgage of Office Premises and Hypothecation of Book Debts)	94.040	96.727
Long Term Borrowing Payable within a Year Term Loan from Banks The Catholic Syrian Bank	41.150	0.000
Vehicle Loan from Banks Bank of India	0.205	0.259
Vehicle Loan from Other Tata Capital Limited	0.097	0.077
TOTAL	185.556	97.429

Banking Relations :	--
Auditors :
Name :	LKM and Company Chartered Accountants
Address :	Mumbai, Maharashtra, India
Associates/Subsidiaries :	Birla Shloka Edutech Limited-FZE (Wholly-owned foreign subsidiary) (100.00% Shareholding) Birla Edutech Limited (86.67% Shareholding)
Other Related Parties :	Birla Electrical Limited Birla Global Corporate Limited Birla Infrastructure Private Limited Birla Power Solutions Private Limited Birla Precision Technologies Limited Birla Surya Limited Birla Transasia Carpets Limited Birla Viking Travels Limited Dagger Forst Tools Limited Godavari Corporation Limited Melstar Information Technologies Limited Nirved Traders Limited Scimitar Investment and Trading Company Private Limited Shearson Investment and Trading Company Private Limited Zenith Birla India Limited

CAPITAL STRUCTURE

AS ON 31.03.2012

Authorised Capital :

No. of Shares	Type	Value	Amount
100000000	Equity Shares	Rs.10/- each	Rs.1000.000 Millions

Issued, Subscribed & Paid-up Capital :

No. of Shares	Type	Value	Amount
20945637	Equity Shares	Rs.10/- each	Rs.209.456 Millions

NOTE:

a. Reconciliation of the share outstanding at the beginning and at the end of the reporting period Equity Shares

PARTICULAR	AS ON 31.03.2012
Outstanding at the beginning of the Period	20945637
Issued during the Year
i. 69,94,625 Equity Shares of Rs.10/- each were issued at a consideration of Rs.65.25 and represented by GDR	--
ii. 9,97,412 Equity Shares are issued against the conversion of Share Warrants, at a price of Rs.68/- each	--
Outstanding at the end of the Period	20945637

b. Terms and Rights attached to Equity Shares

The company has only one class of equity shares having a par value of `10 per share. Each holder of equity shares is entitled to one vote per Share

c. Shares held by holding/ultimate holding company and/or their subsidiaries/associates

Company does not have any Holding Company.

d. Aggregate number of bonus shares issued, share issued for consideration other than cash and shares bought back during the period of five years immediately preceding the reporting date:

No Shares are issued for consideration other than Cash or Bonus during last five years.

e. Details of shareholders holding more than 5% shares in the company

	As on 31.03.2012
NAME OF SHAREHOLDERS	NUMBER OF SHARES	% OF TOTAL SHARES
Godavari Corporation Private Limited	2129780	10.17%
Nirved Traders Private Limited	1705292	8.14%

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		209.456	209.456	129.536
2] Share Application Money		0.000	0.000	0.000
3] Reserves & Surplus		810.524	764.457	309.373
4] (Accumulated Losses)		0.000	0.000	0.000
NETWORTH		1019.980	973.913	438.909
LOAN FUNDS
1] Secured Loans		185.556	97.429	30.008
2] Unsecured Loans		10.854	12.744	0.000
TOTAL BORROWING		196.410	110.173	30.008
DEFERRED TAX LIABILITIES		10.123	2.396	3.978
Money Received Against Share Warrants		16.955	16.955	0.000
TOTAL		1243.468	1103.437	472.895
APPLICATION OF FUNDS
FIXED ASSETS [Net Block]		189.007	155.246	172.392
Capital work-in-progress		196.912	144.989	5.412
INVESTMENT		428.070	428.070	0.000
DEFERREX TAX ASSETS		0.000	0.000	0.000
CURRENT ASSETS, LOANS & ADVANCES
	Inventories	105.580	55.657	4.192
	Sundry Debtors	561.926	702.607	476.282
	Cash & Bank Balances	18.302	18.452	106.675
	Other Current Assets	4.969	2.720	0.000
	Loans & Advances	295.975	256.068	171.882
Total Current Assets		986.752	1035.504	759.031
Less : CURRENT LIABILITIES & PROVISIONS
	Sundry Creditors	528.349	643.874	434.546
	Other Current Liabilities	4.069	3.498	19.029
	Provisions	24.855	13.000	10.365
Total Current Liabilities		557.273	660.372	463.940
Net Current Assets		429.479	375.132	295.091
MISCELLANEOUS EXPENSES		0.000	0.000	0.000
TOTAL		1243.468	1103.437	472.895

PROFIT & LOSS ACCOUNT

	PARTICULARS		31.03.2012	31.03.2011	31.03.2010
	SALES
		Income	2228.598	1856.025	1797.974
		Other Income	10.610	14.724	2.050
		TOTAL (A)	2239.208	1870.749	1800.024
Less	EXPENSES
		Purchases	2157.755	1763.767	1701.700
		Employee Benefits Expenses	24.625	17.333	0.000
		Administration Expenses	26.495	16.814	22.016
		Changes in Inventories (Finished Goods, Work - in - Progress)	(102.064)	(51.465)	(1.396)
		TOTAL (B)	2106.811	1746.449	1722.320
Less	PROFIT / (LOSS) BEFORE INTEREST, TAX, DEPRECIATION AND AMORTISATION (A-B) (C)		132.397	124.300	77.704
Less	FINANCIAL EXPENSES (D)		28.162	7.455	3.215
	PROFIT / (LOSS) BEFORE TAX, DEPRECIATION AND AMORTISATION (C-D) (E)		104.235	116.845	74.489
Less/ Add	DEPRECIATION/ AMORTISATION (F)		40.821	59.620	21.049
	PROFIT / (LOSS) BEFORE TAX (E-F) (G)		63.414	57.225	53.440
Less	TAX (H)		20.827	11.675	3.336
	PROFIT / (LOSS) AFTER TAX (G-H) (I)		42.587	45.550	50.104
Add	PREVIOUS YEARS’ BALANCE BROUGHT FORWARD		102.076	56.526	6.422
	BALANCE CARRIED TO THE B/S		144.663	102.076	56.526
	EARNINGS IN FOREIGN CURRENCY
		Export Earnings	0.000	0.894	0.000
	Earnings / (Loss) Per Share (Rs.)
	Basic		2.03	2.60	6.96
	Diluted		1.94	2.46	6.96

QUARTERLY RESULTS

PARTICULARS	30.06.2012	30.09.2012
Type	1^st Quarter	2^nd Quarter
Net Sales	578.850	637.820
Total Expenditure	544.770	602.510
PBIDT (Excl OI)	34.080	35.310
Other Income	2.860	1.760
Operating Profit	36.940	37.070
Interest	6.520	9.430
PBDT	30.420	27.640
Depreciation	13.360	13.510
Profit Before Tax	17.060	14.140
Tax	6.080	4.420
Profit After Tax	10.980	9.720
Other Adjustments	0.000	0.000
Net Profit	10.980	9.720

KEY RATIOS

PARTICULARS		31.03.2012	31.03.2011	31.03.2010
PAT / Total Income	(%)	1.90	2.43	2.78
Net Profit Margin (PBT/Sales)	(%)	2.85	3.08	2.97
Return on Total Assets (PBT/Total Assets}	(%)	5.39	4.81	5.74
Return on Investment (ROI) (PBT/Networth)		0.06	0.05	0.12
Debt Equity Ratio (Total Liability/Networth)		0.74	0.79	1.13
Current Ratio (Current Asset/Current Liability)		1.77	1.57	1.64

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	No
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 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	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]	PAN of Proprietor/Partner/Director, if available	No
32]	Date of Birth of Proprietor/Partner/Director, if available	No
33]	Voter ID No of Proprietor/Partner/Director, if available	No
34]	External Agency Rating, if available	Yes

Unsecured Loan	As on 31.03.2012 [Rs. in Millions]	As on 31.03.2011 [Rs. in Millions]
Public Deposit	5.284	0.000
Interest Free Loan (Received from related party payable on demand)	5.570	9.744
Interest carrying loan from Others	0.000	3.000
TOTAL	10.854	12.744

COMPANY OVERVIEW:

Subject has been incorporated on 25th May, 1992 (Registration Number 066910) with Registrar of Mumbai as Rathi Mercantile Industries Limited. Company got its name as Birla Shloka Edutech Limited in December 2008. The Registered Office of the Company is situated at Industry House, 159, Churchgate Reclamation, Mumbai, Maharashtra 400 020. Company is engaged in providing IT Services and sale of IT products and has a curriculum based educational software programme viz, XL@school as per the Syllabus prescribed by different educational boards that is designed to impart academic knowledge through electronic media. The Company has authorised capital of Rs. 1000.000 Millions and Paid up Capital of Rs. 209.456 Millions. The Company has listed its Shares on Bombay Stock Exchange (BSE), Mumbai. The Company has two subsidiaries Birla Shloka Edutech Limited FZE and Birla Edutech Limited engaged in Development of Educational Curriculum and operations of own and franchised K12 School. Later one is purchased during the Year on 06th February, 2012.

PERFORMANCE REVIEW:

During the year the total income of the Company increased by Rs.368.460 Millions in 2011-12 and the profit after tax decreased by Rs.2.963 Millions over the previous year. The Company’s reserves and surplus stand at Rs.810.524 Millions as at March 31, 2012.

BUSINESS REVIEW and FUTURE PROSPECTS:

The Company has a curriculum based educational software program viz., ‘XL@school’ as per the syllabus prescribed by different Educational Boards that is designed to impart academic knowledge through electronic media. To cope up with the increased business opportunities, your Company has made considerable investment in research and development areas, ongoing quality enhancement program and infrastructure facilities, etc. The Company has planned to expand its business in Information and Communication Technology (ICT) solution for various government schools segment.

The governments are keen to explore the Public Private Partnership (PPP) model for setting up of Schools which the private partner will design, build, finance and manage. The company sees enormous potential in this space for future growth as more and more states are likely to devise and implement similar schemes for Senior Secondary Education and probably in primary education too. The Company is aggressively participating in tenders of various state government projects and vigorously pursuing such initiatives across the country.

MANAGEMENT’S DISCUSSION AND ANALYSIS REPORT:

INDUSTRY STRUCTURE AND DEVELOPMENT:

Major developments have been made by the Company in software development. The educational software developed by the Company has been installed in schools to provide knowledge through electronic media. The new strengths of the Company are in e-commerce/e-business, digital content development, R and D services, telecom software, IT enabled services and E-Governance.

SEGMENT-WISE OR PRODUCT-WISE PERFORMANCE:

Almost 99% of the total revenue is from software segment hence segment reporting as per AS17 is not applicable.

OUTLOOK:

The Education sector is one of the most promising sector creating tremendous opportunities. Being a country having 50% of its population less than 25 yrs old, the Company sees bright prospects in the coming year. The Company sees tremendous growth opportunities in the following areas:

• K – 12 CURRICULUM DEVELOPMENT

The company has developed a research based K-12 curriculum which is based on the National Curriculum Framework 2005 and draws on the best practices of national and international boards and therefore merges seamlessly with the prevalent boards of education that currently exist in the country, namely CBSE, ICSE, IB and IGCSE. The curriculum will bring back creativity and the joy of learning to our schools and drives the students take up the onus of learning and learn to be independent learners. The curriculum focuses on conceptual understanding rather than “covering of content”. Along with the curriculum, a number of support functions are provided to existing schools and new schools across the length and breadth of the country in the form of detailed lesson plans, resources, teaching aids and teacher training and teacher support to ensure that the curriculum is implemented effectively, be it a private school in a tier 1 city or a government school in rural India. Most of the schools follow the conventional teaching methodology and curriculum where the classroom is more teacher centric classroom than a student centric one. The Company sees an opportunity to help transform these schools by offering the K-12 curriculum in these schools.

• SUPPLY OF SOFTWARE AS PER CUSTOMER SPECIFICATIONS AND REQUIREMENTS

The company is engaged in the business of providing customized software based on the specifications and requirements of its customers. The company sees more prospects and growth in this segment and therefore, is enhancing its capabilities and offer more products and services in this segment.

• INTERACTIVE MULTIMEDIA LEARNING AND EDUCATION SYSTEM

The company has a well developed library of syllabus based interactive multimedia learning content for CBSE and Maharashtra State Board. The company has initiated the process of enhancing the features of the existing content and also develop the syllabus based interactive multimedia content for other state and central boards to expand the footprints in the segment of Multimedia Content for learning across the country

• SETTING UP OF A JOINT VENTURE COMPANY TO PROVIDE ENGLISH LANGUAGE TRAINING ALL OVER INDIA

The Company has set up a Joint Venture Company, with M/s English Learning Group Limited, in the name of English Learning Group Private Limited which was incorporated on 19th April 2012, wherein it holds 50% of equity share plus one non-voting share. The Joint Venture Company so established has acquired Master License from the London Based LG and DE Limited to provide English Language Training all over India to students and the Corporate World under the Brand name of “Direct English”.

• DEVELOPMENT OF TEACHING SOLUTIONS AND LEARNING AIDS FOR EARLY YEAR SCHOOLING

The company intends to set up development centre to create learning solutions for the young learners about the space, environment and relationships around them. The program will aid children to explore and nurture relationships they share within the spectrum of this space/ environment, empowering them to take ownership of the environment and relationships around them while contributing positively towards it. This unique solution together with the learning aids and collaterals developed by the company intends to provide unique teaching methodology and aids for Pre Schools. The company intends to have strategic tie ups with leading providers of collaterals like storybooks, music CDs, Story CDs, games and manipulative games, theme kits, toys, interactive games etc., to augment the solutions developed by the company.

• SUPPLY OF ICT SOLUTION TO GOVERNMENT AND PRIVATE SCHOOLS.

They see numerous opportunities under the ever increasing scope of Information and Communication Technology (ICT) of Government of India. The ICT is being used from School Education to University Education. The government is increasingly focusing at the Public Private Partnership (PPP) model to set up more number of Centers of Excellence and Skill Based Vocational Training Centers which will enhance the employability potential of students. The government of India, with the aim of improving Computer Literacy in Public Schools is increasingly opting for Public Private Partnerships to source IT Infrastructure and training under Sarva Shiksha Abhiyaan (SSA) Programme Institutions have varying requirements and the private sector may be able to offer innovative solutions that will provide quality services and value for money.

• ACQUISITION OF BIRLA EDUTECH LIMITED

The company has acquired 86.67% stake in Birla Edutech Limited on 6th February, 2012 Birla Edutech Limited is a teeming hive of ideas, explorations, innovations, visions and dreams. Through all its education ventures - Birla Edutech Limited promises to enhance the lives of all the people who pass through its doors – anxious parents, enthusiastic students, master instructors, aspiring individuals, future world leaders and concerned citizens. With zeal and commitment, passion and dedication, it wishes to contribute to the society, economy and environment our endeavor being to not only nurture inquiry, discovery and learning but also to encourage education as a lifelong pursuit while simultaneously contributing positively to the child’s future and in turn India’s pride.Birla Edutech Limited is also establishing Open Minds - K-12 Schools, Teacher Enrichment Resource Centers, Whole/ Partial School Transformation projects and Super Specialty Colleges across the country. At Birla Edutech, the main mission is to provide a learning environment which is enriching, inclusive, personalized and inquiry based with horizontal connectedness. The aim being to impart world class and seamless education right from Preschool to the Workplace. Globe tot’ers – an eco-friendly Birla Pre-School and Elevate – an enrichment program are currently operational across many cities in India. The aim is to bring back creativity and joy of learning into the classroom and prepare children to be highly skilled, innovative, creative and sensitive to the environment. The company by acquiring 86.67% stake has hereby made BEL as a subsidiary of the company w.e.f. 6^th February, 2012.

• SETTING UP AND MANAGING TEACHER TRAINING INSTITUTES

In the coming years India is expected to face a huge demand for schools and teachers to educate its rapidly increasing school population. The curriculum in most of the existing Teacher Training Institutes does not equip teachers with the requisite skills to prepare students for tomorrow. They are committed to setting up state of the art Teacher Training Institutes across the country that will attract the country’s leading talent and prepare a cadre of highly skilled teachers who can ensure that each child learns in our classrooms. The infrastructure of the teacher training institute will mirror the kind of experiential learning environment that is advocated for the child. The teacher training school will house state of the art science laboratories, math and social science laboratories, art and performing art studios and sports grounds.

• ACQUISITION OF OJUS HEALTH CARE PRIVATE LIMITED.

The Company has acquired 51.1% stake i.e. 12,50,000 shares of Rs. 10 each in Ojus Health Care Private Limited on 12th July 2012. Ojus Healthcare Private Limited is a Bengaluru-based care provider committed to delivering comprehensive, cost effective primary care to citizens from all walks of life. Established in 2001, Ojus currently owns and operates a chain of clinics in the states of Karnataka and Kerala, specialized in corporate, residential and school healthcare. Ojus services are used by major Information Technology companies located in Tech Parks such as Info Tech Park Bangalore, Bagmane Tech Park Bengaluru, Technopark Thiruvananthapuram, and Infopark Kochi to name a few. Residents of the Sobha Lakeview Apartment Complex and students of Deen’s Academy, both at Bengaluru, are some of other esteemed care recipients.

Ojus has also expanded its operations in E- Governance sector, the company has bagged UID Project from Canara Bank and Bank of India for PAN India operations, the company has successfully launched and started its ground level operations in the states of Jharkhand and Chhattisgarh The Company by acquiring 51.1 % stake in Ojus, has obtained controlling power over the Management of the Ojus, thereby making it a subsidiary of the Company w.e.f 12th July 2012.

• PUBLIC PRIVATE PARTNERSHIP (PPP) MODEL FOR SETTING UP OF SCHOOLS

The State Governments are taking initiatives with a goal to establish Senior Secondary Schools under “Design, Build, Finance, Manage, Operate and Transfer (DBFMOT)” to make education within reach of more people, in areas where no schools exist. The governments are keen to explore the Public Private Partnership (PPP) model for implementing this initiative wherein the Government envisages that the private partner will design, build, finance and manage these schools for tenure of around 30 years. The government supports the initiative by providing Land and certain Capital Assistance to the private partner. The company sees enormous potential in this space for future growth as more and more states are likely to devise and implement similar schemes for Senior Secondary Education and probably in primary education too.

CONTINGENT LIABILITIES:

1. Company has to pay part of the Self Assessment Tax for the Financial Year 2010 - 2011. Interest on the same is provided however, penalty under section 221 of the Income Tax Act, 1961 can be levied by the Department of Income Tax.

2. Company has given Corporate Guarantee for Loan obtained by the Subsidiary “Birla Edutech Limited” of Rs. 650.000 Millions. Till 31st March, 2012 Loan is not disbursed.

3. Company has obtained the Bank Guarantee for the Government Department from Bank of India aggregating to Rs. 0.300 Million Company has provided the Fixed Deposit as security for obtaining the same amounting to Rs. 0.377 Million (31st March, 2011 - Rs. 0.352 Million)

FIXED ASSETS:

Tangible Assets

• Office Building
• Shop Building
• Computer Systems
• Furniture and Fixtures
• Office Equipments
• Vehicles

Intangible Assets

• Computer Software [Content]
• Computer Software [Other]
• Goodwill
• WIP [Tribal Project Maharashtra]

UNAUDITED FINANCIAL RESULTS FOR THE QUARTER AND HALF YEAR ENDED 30^TH SEPTEMBER, 2012

Rs. in Millions

Sr. No.	Particular	Quarter Ended		Half Year Ended
		30.09.2012 [Unaudited]	30.06.2012 [Unaudited]	30.09.2012 [Unaudited]
1.	Net Sales/Income from Operations	637.817	578.849	1216.666
2.	Expenditure
	Purchase of stock in trade	569.066	526.263	1095.329
	Changes in inventories of finished goods, work in progress and stock in trade	(10.363)	6.578	(3.784)
	Employee benefits expenses	9.640	7.032	16.671
	Depreciation and amortization expenses	13.512	13.364	26.876
	Other expenses	34.159	4.898	39.057
	Total Expenses	616.013	558.135	1174.149
3.	Profit From Operations before Other Income, Interest and Exceptional Items (1-2)	21.804	20.715	42.517
4.	Other Income	1.758	2.865	4.623
5.	Profit Before Interest and Exceptional Items (3+4)	23.562	23.580	47.140
6.	Interest	9.425	6.516	15.941
7.	Profit After Interest but before Exceptional Items (5-6)	14.137	17.064	31.199
8.	Exceptional Items	--	--	--
9.	Profit from Ordinary Activities before Tax (7+8)	14.137	17.064	31.199
10.	Tax Expense	4.422	6.080	10.502
11.	Net Profit from Ordinary Activities after Tax (9-10)	9.715	10.984	20.696
12.	Extraordinary Item (net of expense)	--	--	--
13.	Net Profit for the period (11-12)	9.715	10.984	20.696
14.	Paid-up Equity Share Capital (Face Value of Rs.10/- Each)	209.456	209.456	209.456
15.	Reserves Excluding Revaluation Reserve	831.220	821.508	831.220
16.	Basic and Diluted Earning Per Share (EPS) (Rs.)-Not Annualised
	a) Basic and diluted EPS before extraordinary items	0.46	0.52	0.99
	b) Basic and diluted EPS after extraordinary items	0.46	0.52	0.99
17.	Public Shareholding
	-Number of Shares	15549690	15549690	15549690
	- Percentage of Shareholding	74.24	74.24	74.24
18.	Promoters and Promoter Group Shareholding
	a) Pledged/Encumbered
	- Number of Shares	4500000	4500000	4500000
	- Percentage of Shares (as a % of the Total Shareholding of promoter and promoter group)	83.40	83.40	83.40
	- Percentage of Shares (as a % of the Total Share Capital of the Company)	21.48	21.48	21.48
	b) Non Encumbered
	- Number of Shares	895947	895947	895947
	- Percentage of Shares (as a % of the Total Shareholding of Promoter and Promoter Group)	16.60	16.60	16.60
	- Percentage of Shares (as a % of the Total Share Capital of the Company)	4.28	4.28	4.28

NOTE:

1. These results were reviewed by the audit committee and approved by the board of directors at its meeting held on 05^th November, 2012.

2. The limited review of the unaudited financial result for the quarter ended September 30, 2012 has been carried out by the statutory auditors of the company.

3. The company operates in a single segment namely ICT and Infotech, hence the segment information is not furnished in the above result.

4. The current period/year figures in this statement have been reported in the format recommended as per the SEBI circular dated 16^th April, 2012. The comparative figures have also been accordingly restated to confirm with the current period presentation.

5. Previous year figures have been regrouped/recosted, wherever necessary.

6. The details of the utilization of funds received pursuant of the follow on public offer of the company on January 27, 2010 are given below:

PARTICULAR	TOTAL AMOUNT TO BE DEPLOYED AS PER PROSPECTUS	ACTUAL FUNDS UTILIZED AS ON SEPTEMBER 30, 2012
	Rs. in Millions
Capital Expenditure For Boo Model	150.000	157.199
Capital Expenditure For XL@School	95.000	115.862
Mergers and Acquisition Activity	45.000	0.000
Working Capital Requirements	21.310	40.287
Issue Expenses	30.315	30.315
Contingencies	6.125	4.087

Rs. in Millions

PARTICULARS	30.09.2012
Equity and liabilities
Shareholders' fund
Share capital	209.456
Reserve & surplus	831.220
Money Received Against Share Warrants	16.956
Sub-total - Shareholders' funds	1057.632
Non - current liabilities
Long term borrowings	111.224
Deferred tax liability (net)	11.444
Long term provisions	1.675
Sub-total - Non-current liabilities	124.343
Current liabilities
Short term borrowings	144.535
Trade payables	1089.385
Other current liabilities	4.066
Short term provisions	30.957
Sub-total - Current liabilities	1268.943
Total - Equity & Liabilities	2450.919
Assets
Non-current assets
Fixed assets	362.496
Non-current investment	496.071
Other non-current assets	4.564
Sub-total - Non-current Assets	863.131
Current assets
Inventories	109.365
Trade receivables	1166.933
Cash & bank balances	11.279
Short term loans & advances	299.355
Other current assets	0.857
Sub-total - Current Assets	1587.789
Total – Assets	2450.919

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.53.89
UK Pound	1	Rs.84.93
Euro	1	Rs.72.50

INFORMATION DETAILS

Report Prepared by :

TPT

SCORE & RATING EXPLANATIONS

SCORE FACTORS	RANGE	POINTS
HISTORY	1~10	5
PAID-UP CAPITAL	1~10	3
OPERATING SCALE	1~10	3
FINANCIAL CONDITION
--BUSINESS SCALE	1~10	3
--PROFITABILIRY	1~10	3
--LIQUIDITY	1~10	3
--LEVERAGE	1~10	3
--RESERVES	1~10	4
--CREDIT LINES	1~10	2
--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	YES
--LISTED	YES/NO	YES
--OTHER MERIT FACTORS	YES/NO	YES
TOTAL		29

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.