MIRA INFORM REPORT

Report Date :

30.01.2013

IDENTIFICATION DETAILS

Name :	ORANGE FISH ENTERTAINMENT PRIVATE LIMITED
Registered Office :	Vasu Smriti, 1^st Floor, 13^th Road, Above Allahabad Bank, Khar (West), Mumbai – 400052, Maharashtra
Country :	India
Financials (as on) :	31.03.2012
Date of Incorporation :	08.04.1991
Com. Reg. No.:	11-061090
Capital Investment / Paid-up Capital :	Rs. 0.100 Million
CIN No.: [Company Identification No.]	U74300MH1991PTC061090
Legal Form :	Private Limited Liability Company
Line of Business :	Media Promotion Consultants and Planners
No. of Employees :	Not Available

RATING & COMMENTS

MIRA’s Rating :

Ba (47)

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

Maximum Credit Limit :	USD 100000
Status :	Satisfactory
Payment Behaviour :	Usually Correct
Litigation :	Clear
Comments :	Subject is an established company having a satisfactory track record. There appears sharp fall in sales turnover and profit due to economic slow down. However, the general financial position of the company seems to be good. Liquidity position is strong. Trade relations are reported to be fair. Business is active. Payments are reported to be usually correct and as per commitment. The company can be considered for normal business dealings at usual trade terms and condition.

NOTES :

Any query related to this report can be made on e-mail : infodept@mirainform.com while quoting report number, name and date.

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.

INFORMATION DECLINED BY

Name :	Mr. Deepak
Designation :	Finance Head
Contact No.:	91-22-66022708
Date :	30.01.2013

LOCATIONS

Registered Office :	Vasu Smriti, 1^st Floor, 13^th Road, Above Allahabad Bank, Khar (West), Mumbai – 400052, Maharashtra, India
Tel. No.:	91-22-66022700
Fax No.:	91-22-66022745
E-Mail :	sasangani@vsnl.net

DIRECTORS

As on: 28.09.2012

Name :	Mr. Thanush George Joseph
Designation :	Director
Address :	E-6, Ravi Darsgan Shirley Rajan Road, Bandra (West), Mumbai – 400050, Maharashtra, India
Date of Birth/Age :	24.07.1974
Date of Appointment :	31.03.1999
DIN No.:	01840527
Name :	Mr. Martin Da Costa
Designation :	Director
Address :	103, Greenfiled Apartment, 1^st Floor, Shirley Rajan Road, Bandra (West), Mumbai – 400050, Maharashtra, India
Date of Birth/Age :	24.10.1969
Qualification :	Economic BSC
Experience :	20 Years
Date of Appointment :	31.03.1999
DIN No.:	02392741
Name :	Mr. Xerxes Jamshed Antia
Designation :	Director
Address :	a-8, Sagar Darshan Carter Road, Khar (West), Mumbai – 400052, Maharashtra, India
Date of Birth/Age :	08.01.1976
Qualification :	B.com and Diploma in Mass Comunication
Experience :	16 Years
Date of Appointment :	31.03.1999
DIN No.:	01786093

KEY EXECUTIVES

Name :	Mr. Deepak
Designation :	Finance Head

MAJOR SHAREHOLDERS / SHAREHOLDING PATTERN

As on: 28.09.2012

Names of Shareholders	No. of Shares
Mahesh George Mathai	69
Sirla Chaterjee	01
Martin Da Costa	640
Thanush George Joseph	70
Xerxes Anita	70
Kainaz Sethna	70
Darayash Gocal	50
Nasim Sidhu	30
Total	1000

Equity Share Break up (Percentage of Total Equity)

As on: 28.09.2012

Category	Percentage
Directors or relatives of Directors	78.00
Other top fifty shareholders	22.00
Total	100.00

BUSINESS DETAILS

Line of Business :

Media Promotion Consultants and Planners

GENERAL INFORMATION

No. of Employees :	Not Available
Bankers :	· Standard Chartered Bank Limited · State Bank of India

Banking Relations :	--
Auditors :
Name :	Shailesh A. Sangani and Associates Chartered Accountants
Address :	411, Dattanitrade Centre, Candavarkar Road, Borivali (West), Mumbai – 400092, Maharashtra, India
Tel. No.:	91-22-28959053/ 64511316
Mobile No.:	91-9820550811
Fax No.:	91-22-28959053
E-Mail :	sasangani@vsnl.net
PAN.:	AAIPS4312D
Body Corporate whether the director has significant influence:	Seven Steps Special Events Private Limited

CAPITAL STRUCTURE

As on: 28.09.2012

Authorised Capital :

No. of Shares	Type	Value	Amount
1000	Equity Shares	Rs.100/- each	Rs. 0.100 Million

Issued, Subscribed & Paid-up Capital :

No. of Shares	Type	Value	Amount
1000	Equity Shares	Rs.100/- each	Rs. 0.100 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		0.100	0.100	0.100
2] Share Application Money		0.000	0.000	0.000
3] Reserves & Surplus		33.112	29.997	20.895
4] (Accumulated Losses)		0.000	0.000	0.000
NETWORTH		33.212	30.097	20.995
LOAN FUNDS
1] Secured Loans			0.000	0.000
2] Unsecured Loans			0.000	0.000
TOTAL BORROWING		1.923	0.000	0.000
DEFERRED TAX LIABILITIES		0.000	0.000	0.000
TOTAL		35.135	30.097	20.995
APPLICATION OF FUNDS
FIXED ASSETS [Net Block]		5.750	6.197	2.723
Capital work-in-progress		0.000	0.000	0.000
INVESTMENT		6.926	9.406	11.325
DEFERREX TAX ASSETS		0.082	0.000	0.000
OTHER NON CURRENT ASSETS		4.412	4.412	0.000
CURRENT ASSETS, LOANS & ADVANCES
	Inventories	0.000	0.000	0.000
	Sundry Debtors	42.873	48.807	28.686
	Cash & Bank Balances	12.225	11.008	11.964
	Other Current Assets	0.000	17.001	41.114
	Loans & Advances	22.738	30.947	7.709
Total Current Assets		77.836	107.763	89.473
Less : CURRENT LIABILITIES & PROVISIONS
	Sundry Creditors	43.738	65.577	53.118
	Other Current Liabilities	16.133	32.104	26.324
	Provisions	0.000	0.000	3.084
Total Current Liabilities		59.871	97.681	82.526
Net Current Assets		17.965	10.082	6.947
MISCELLANEOUS EXPENSES		0.000	0.000	0.000
TOTAL		35.135	30.097	20.995

PROFIT & LOSS ACCOUNT

	PARTICULARS		31.03.2012	31.03.2011	31.03.2010
	SALES
		Income
		Other Income
		TOTAL	78.397	318.504	156.576
Less	EXPENSES
		Event Expenses		238.728	110.512
		Other Administrative Expenses		64.834	35.252
		TOTAL	73.552	303.562	145.764
	PROFIT BEFORE TAX, DEPRECIATION AND AMORTISATION		(Including depreciation expenses)	14.942	10.812
Less/ Add	DEPRECIATION/ AMORTISATION			1.695	0.628
	PROFIT BEFORE TAX		4.845	13.247	10.184
Less	TAX		1.730	4.144	2.956
	PROFIT AFTER TAX		3.115	9.103	7.228
Add	PREVIOUS YEARS’ BALANCE BROUGHT FORWARD		24.637	16.034	9.306
Less	APPROPRIATIONS
		Transfer to General Reserve	0.500	0.500	0.500
	BALANCE CARRIED TO THE B/S		27.252	24.637	16.034
	EARNINGS IN FOREIGN CURRENCY
		Event Management Charges	26.311	34.059	20.957
	TOTAL EARNINGS		26.311	34.059	20.957
	Earnings Per Share (Rs.)		3115.00	9103.00	7228.00

KEY RATIOS

PARTICULARS		31.03.2012	31.03.2011	31.03.2010
PAT / Total Income	(%)	3.97	2.86	4.62
Return on Total Assets (PBT/Total Assets}	(%)	5.79	11.62	11.05
Return on Investment (ROI) (PBT/Networth)		0.14	0.44	0.48
Debt Equity Ratio (Total Debt/Networth)		0.06	0.00	0.00
Current Ratio (Current Asset/Current Liability)		1.30	1.10	1.08

LOCAL AGENCY FURTHER INFORMATION

Details of Sundry Creditors:

Particulars	31.03.2012 (Rs. in millions)	31.03.2011 (Rs. in millions)	31.03.2010 (Rs. in millions)
Sundry Creditors	43.738	65.577	53.118
Total	43.738	65.577	53.118

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	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	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

NOTE:

The registered office of the company has been shifted from 558/A Jeevan Kiran, Ground Floor, S. V. Road

Bandra (West), Mumbai – 400050, Maharashtra, India to present address w.e.f. 01.05.2010

OPERATIONS

During the year there is a considerable drop in the performance, particularly the income from operations has gone down by almost 24.61% over the previous year. The gross revenue has declined to Rs 78.397 Millions against Rs. 318.504 Millions in the previous year. This was mainly on account of slow down in the economic activity and conservative spending on the part of various corporate. Having regard to the tight monetary situation the customers negotiate the budget very hard and thereby sometimes it becomes unviable to carry out the events. While the margins are falling, the costs of operations are going up due to inflationary pressures. It is difficult on the part of the company to scale down the operations, having regard to the fact that certain fixed cost like rent, salaries to the staff and administrative expenses cannot be pulled down in the short run. The profit before tax has gone down to Rs 8.401 Millions as against Rs. 13.246 Millions in the previous year.

The current performance would almost be replica of the previous year subject to the fact that some potential business opportunities may improve the performance in the fourth quarter. Thus the fourth quarter will be decisive and determining the whole years performance. The attempts are being made to scale up the performance so as to improve the profitability.

FIXED ASSETS

· Leasehold Improvement

· Computers

· Printer

· Office Equipments

· Furniture and Fixtures

· Air Conditioner

· Motor Car

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. 53.70
UK Pound	1	Rs. 84.35
Euro	1	Rs. 72.21

INFORMATION DETAILS

Information Gathered by :	JML
Report Prepared by :	UDS

SCORE & RATING EXPLANATIONS

SCORE FACTORS	RANGE	POINTS
HISTORY	1~10	5
PAID-UP CAPITAL	1~10	5
OPERATING SCALE	1~10	6
FINANCIAL CONDITION
--BUSINESS SCALE	1~10	5
--PROFITABILIRY	1~10	5
--LIQUIDITY	1~10	5
--LEVERAGE	1~10	5
--RESERVES	1~10	6
--CREDIT LINES	1~10	5
--MARGINS	-5~5	--
DEMERIT POINTS
--BANK CHARGES	YES/NO	NO
--LITIGATION	YES/NO	NO
--OTHER ADVERSE INFORMATION	YES/NO	NO
MERIT POINTS
--SOLE DISTRIBUTORSHIP	YES/NO	NO
--EXPORT ACTIVITIES	YES/NO	NO
--AFFILIATION	YES/NO	YES
--LISTED	YES/NO	NO
--OTHER MERIT FACTORS	YES/NO	YES
TOTAL		47

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	-

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This report is issued at your request without any risk and responsibility on the part of MIRA INFORM PRIVATE LIMITED (MIPL) or its officials.