MIRA INFORM REPORT

Report Date :

06.03.2013

IDENTIFICATION DETAILS

Name :	DDB MUDRA PRIVATE LIMITED [w.e.f 15.05.2012]
Formerly Known As :	MUDRA COMMUNICATIONS PRIVATE LIMITED
Registered Office :	Mudra House, Opposite Grand Hyatt, Santacruz (East), Mumbai – 400 055, Maharashtra
Country :	India
Financials (as on) :	31.12.2011
Date of Incorporation :	28.02.1980
Com. Reg. No.:	11-022276
Capital Investment / Paid-up Capital :	Rs. 2.204 millions
CIN No.: [Company Identification No.]	U74300MH1980PTC022276
TAN No.: [Tax Deduction & Collection Account No.]	MUMM24092F MUMM24091E MUMM21046E
PAN No.: [Permanent Account No.]	AAACM5763H
Legal Form :	Private Limited Liability Company.
Line of Business :	Providing Media And Business Solutions.
No. of Employees :	Information denied by management

RATING & COMMENTS

MIRA’s Rating :

A (59)

RATING		STATUS	PROPOSED CREDIT LINE
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

Maximum Credit Limit :	USD 6586000
Status :	Good
Payment Behaviour :	Regular
Litigation :	Clear
Comments :	Subject is a well established and reputed company having fine track record. Financial position of the company appears to be sound. Trade relations are reported as fair. Business is active. Payments are reported to be regular 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.

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 DENIED BY

Name :	Mr. Vivek
Designation :	Accounts Department
Contact No.:	91-22-33080808
Date :	04.03.2013

LOCATIONS

Registered Office :	Mudra House, Opposite Grand Hyatt, Santacruz (East), Mumbai-400055, Maharashtra, India
Tel. No.:	91-22-33080808
Fax No.:	91-22-33080300
E-Mail :	Corp.finance@mudra.com
Website :	www.mudra.com
Corporate Office :	Brindavan, 2nd Floor, Shree Ram Mills Premises, G K Marg, Worli, Mumbai-400013, Maharashtra, India

DIRECTORS

As on 15.06.2012

Name :	Mr. Narayan Manjappa Kulai
Designation :	Director
Address :	201, Satellite, 58 Tagore Road, Santacruz (West), Mumbai – 400 054, Maharashtra, India
Date of Birth/Age :	05.11.1940
Date of Appointment :	06.07.1987
DIN No.:	00460087
Name :	Mr. Madhukar Prabhakar Kamath
Designation :	Managing Director
Address :	1203-4, A Wing, Chaitanya Towers, Appasaheb Marathe Marg, Prabhadevi, Mumbai – 400 025, Maharashtra, India
Date of Birth/Age :	16.12.1954
Date of Appointment :	04.03.2003
DIN No.:	00230316
Name :	Mr. John Wayne Richard Zeigler
Designation :	Director
Address :	3 Heyington PL, Toorak VIC, 3142, Australia
Date of Birth/Age :	20.01.1954
Date of Appointment :	31.10.2011
DIN No.:	03644124
Name :	Mr. Dara Akbarian
Designation :	Director
Address :	93 Grange RD, # 04-06, Singapore 249614
Date of Birth/Age :	19.08.1970
Date of Appointment :	31.10.2011
DIN No.:	03644153

KEY EXECUTIVES

Name :	Mr. Vivek
Designation :	Accounts Department

MAJOR SHAREHOLDERS / SHAREHOLDING PATTERN

As on 15.06.2012

Names of Shareholders	No. of Shares
DDB Worldwide Communications Group Inc., USA	23000
Res Rei Finance Private Limited, India [Formally known as Swan Sorority Finance Private Limited]	103064
Flamingo Research Asia Pacific Pte. Limited, Singapore	94300
TOTAL	220364

Equity Share Break up (Percentage of Total Equity)

Category	Percentage
Foreign holdings( Foreign institutional investor(s), Foreign companie(s) Foreign financial institution(s), Non-resident Indian(s) or Overseas Corporate bodies or Others	53.23
Bodies corporate	46.77
Total	100.00

BUSINESS DETAILS

Line of Business :	Providing Media And Business Solutions.
Service :	· Advertising Services · Performance Enhancement · Training · Education · Human Resources and Wage Management

GENERAL INFORMATION

No. of Employees :	Information denied by management
Bankers :	· HDFC Bank, HDFC Bank House, Senapati Bapat Marg, Lower Parel (West), Mumbai – 400 013, Maharashtra, India

Banking Relations :	--
Auditors :
Name :	Chaturvedi And Shah Chartered Accountants
Address :	714-715, Tulsiani Chambers, 212, Nariman Point, Mumbai-400021, Maharashtra, India
Tel. No.:	91-22-30218500
Fax No.:	91-22-30218595
PAN No.:	AAAFC0662N
Ultimate Holding Company:	· Omnicom Group Inc., USA
Fellow Subsidiaries :	· Flamingo Research Asia Pacific Pte Limited , India · DDB Worldwide Communications Group Inc., India · DDB Berlin GMBH, Germany · DDB London, United Kingdom · DDB Singapore, Singapore · DDN Worldwide Limited, United States · Rapp Collins Singapore, Singapore · DDN Worldwide Limited
Subsidiaries :	· DDB Marketing Services Private Limited, India [CIN No.: U74300MH2004PTC150026] · Pratham Human Solutions Private Limited, India [CIN No.: U74300MH1986PTC041059] · Cirrus Media Research Private Limited, India [CIN No.: U32204MH2007PTC186473] · Prime Green Media Private Limited, India [CIN No.: U22300MH2008PTC178363]
Enterprises which are owned, or have significant influence of or are partners with Key management personnel and their relatives :	· Res Rei Finance Private Limited, India [CIN No.: U74210MH2005PTC150537] · Mudra Advertising Private Limited, India [CIN No.: U74300GJ1998PTC034907] · Mudra Online Technologies Private Limited, India [CIN No.: U72200GJ2000PTC038192] · Mudra Videotec Private Limited, India [CIN No.: U33209GJ2000PTC038194] · The Media Group Private Limited, India [CIN No.: U64200GJ1994PTC021404] · Ignite Mudra Private Limited, India [CIN No.: U74300GJ2005PTC046133] · DDB Mudra Max Private Limited, India [CIN No.: U74300MH1975PTC018656] · Mudra Rural Marketing Private Limited, India [CIN No.: U74990MH2008PTC188707] · Mudra Integrated Event Management Services Private Limited, India [CIN No.: U74140MH2008PTC188708] · Chuo Senko Advertising India Private Limited, India [CIN No.: U52100MH2008PTC188828] · Mudra Integrated Sports Services Private Limited, India [CIN No.: U92412MH2008PTC188829] · Atman Trading and Services Private Limited

CAPITAL STRUCTURE

As on 15.06.2012

Authorized Capital:

No. of Shares	Type	Value	Amount
490000	Equity Shares	Rs. 10/- each	Rs. 4.900 millions
1000	Preference Shares	Rs. 100/- each	Rs. 0.100 millions
	TOTAL		Rs. 5.000 millions

Issued, Subscribed & Paid-up Capital:

No. of Shares	Type	Value	Amount
220364	Equity Shares	Rs. 10/- each	Rs. 2.204 millions

FINANCIAL DATA

[all figures are in Rupees Millions]

ABRIDGED BALANCE SHEET

SOURCES OF FUNDS		01.04.2011 to 31.12.2011	01.04.2010 to 31.03.2011	31.03.2010 (12 months)
SHAREHOLDERS FUNDS
1] Share Capital		2.300	2.400	2.400
2] Share Application Money		0.000	0.000	0.000
3] Reserves & Surplus		1644.329	1622.282	1557.525
4] (Accumulated Losses)		0.000	0.000	0.000
NETWORTH		1646.629	1624.682	1559.925
LOAN FUNDS
1] Secured Loans		0.000	0.000	0.000
2] Unsecured Loans		0.000	18.000	0.000
TOTAL BORROWING		0.000	18.000	0.000
DEFERRED TAX LIABILITIES		13.831	28.850	0.309
TOTAL		1660.460	1671.532	1560.234
APPLICATION OF FUNDS
FIXED ASSETS [Net Block]		632.895	661.629	128.718
Capital work-in-progress		0.000	0.000	327.352
INVESTMENT		350.442	387.952	677.671
DEFERREX TAX ASSETS		0.000	0.000	0.000
CURRENT ASSETS, LOANS & ADVANCES
	Inventories	0.000	0.000	0.000
	Sundry Debtors	593.035	1106.484	1884.566
	Cash & Bank Balances	54.584	16.567	24.383
	Other Current Assets	2.036	1.306	1.773
	Loans & Advances	710.543	621.118	350.689
Total Current Assets		1360.198	1745.475	2261.411
Less : CURRENT LIABILITIES & PROVISIONS
	Sundry Creditors	545.118	876.129	1531.250
	Other Current Liabilities	123.296	239.467	295.208
	Provisions	14.661	7.928	8.460
Total Current Liabilities		683.075	1123.524	1834.918
Net Current Assets		677.123	621.951	426.493
MISCELLANEOUS EXPENSES		0.000	0.000	0.000
TOTAL		1660.460	1671.532	1560.234

PROFIT & LOSS ACCOUNT

	PARTICULARS		01.04.2011 to 31.12.2011	01.04.2010 to 31.03.2011	31.03.2010 (12 months)
	SALES
		Income from Operations	858.232	1383.812	2011.905
		Other Income	141.920	121.442	59.295
		TOTAL	1000.152	1505.254	2071.200
Less	EXPENSES
		Office Expenses		1386.317	1997.185
		Administrative Expenses
		Advertising Expenses
		TOTAL	980.129	1386.317	1997.185
	PROFIT BEFORE TAX		20.023	118.937	74.015
Less	TAX		0.481	52.541	14.417
	PROFIT AFTER TAX		19.542	66.396	59.598
Add	Excess provision for taxes of earlier years(net)		(2.510)	(1.599)	35.977
Less	APPROPRIATIONS
		Transfer to General Reserve	NA	5.000	5.000
		Proposed dividend on equity shares	NA	0.023	0.023
		Proposed dividend on preference shares	NA	0.011	0.011
		Tax on Dividend	NA	0.006	0.005
	BALANCE CARRIED TO THE B/S		22.051	59.757	90.536
	EARNINGS IN FOREIGN CURRENCY
		Advertising Services	NA	NA	17.951
	TOTAL EARNINGS		NA	NA	17.951
	Earnings Per Share (Rs.)		88.68	288.68	415.49

KEY RATIOS

PARTICULARS		01.04.2011 to 31.12.2011	01.04.2010 to 31.03.2011	31.03.2010 (12 months)
PAT / Total Income	(%)	1.95	4.41	2.87
Net Profit Margin (PBT/Sales)	(%)	2.33	8.59	3.67
Return on Total Assets (PBT/Total Assets}	(%)	1.00	4.95	3.09
Return on Investment (ROI) (PBT/Networth)		0.01	0.07	0.04
Debt Equity Ratio (Total Debt/Networth)		0.00	0.01	0.00
Current Ratio (Current Asset/Current Liability)		1.99	1.56	1.23

LOCAL AGENCY FURTHER INFORMATION

SUNDRY CREDITORS DETAILS:

Particulars	01.04.2011 to 31.12.2011	01.04.2010 to 31.03.2011	31.03.2010 (12 months)
	(Rs. In Millions)
Trade Payables	545.118	876.129	1531.250

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 Shree Ram Mills Premises, Ganpat Rao Kadam Marg, Worli, Mumbai – 400 013, Maharashtra, India to the present address w.e.f. 16.08.2010

CHANGE IN FINANCIAL YEAR

The current financial year of the Company beginning 1st April, 2011 has been changed by reducing to a period of nine months, so as to end on 31st December, 2011 and subsequent Financial Year(s) of the Company shall be for the period of twelve months commencing on and from 1st of January of every year and ending on 31st of December of that year.

UNSECURED LOAN:

(Rs. in Millions)

Particulars	01.04.2011 to 31.12.2011	01.04.2010 to 31.03.2011
Loans and Advances from related parties	0.000	18.000
TOTAL	0.000	18.000

Review of Operations

India’s largest integrated marketing communications and services network, the DDB Mudra's customized and collaborative approach helps its clients build valuable and enduring brands. Our capabilities span across advertising, media, digital and data marketing, experiential marketing (promotions, events, rural), trade marketing, youth marketing, localization and pre-media services and brand strategy and design consultancy.

During the year, rebounding from the recession, the Company continued to focus on high quality, innovative and creative solutions in a highly competitive market providing compelling value to its client thereby fostering long lasting relationships.

Despite fierce competition and fragmentation, Company has achieved Revenues of Rs. 858.230 million and profit before tax of Rs. 20.000 million during the year. As a dominant player in the Country, the Company undertook various initiatives to strengthen its dominance in the industry.

During the year, the Company has achieved commendable growth in new client acquisition. Notable wins were Aditya Birla Nuvo Limited, Black and Decker India Private Limited, Educomp Solutions Limited, Fed Bank Financial Services Limited, G E India Industrial Private Limited, Kuwaiti Danish Dairy Company, Pearson Education Services Private Limited etc.

The Company bagged prestigious awards at various forum, special ones being thirteen silver and two gold at Abbys, three silver at Cannes, Network of the year at Spikes, two gold at Emvies, two gold at the Dragon of the year, etc.

Water, its Strategic Branding and Design Consultancy unit of DDB Mudra will join the Interbrand network and will represent Interbrand in India. Interbrand is the world’s leading brand consultancy creating and managing brands as valuable business assets. It is arguably the most respected name in brand consulting and works with some of the biggest brands globally.

CONTINGENT LIABILITY

Contingent Liability not provided for, in respect of: -

(Rs. in millions)

PARTICULARS	01.04.2011 to 31.12.2011
Disputed liabilities in appeal Excise and Service tax	1.295
Counter guarantees given by the Company against the guarantees given by the banks. Fixed deposits amounting to Rs.10.250 millions (previous year Rs. 10.175 millions) are pledged with the banks as margin money	16.000
Corporate Guarantees given to bank against credit facilities extended to third parties	200.000
Other matters	0.035
Claims against the Company not acknowledged as debts	6.286

FIXED ASSETS:

• Land
• Buildings
• Plant And Machinery
• Furniture and Fixtures
• Leasehold Improvement
• Vehicles
• Wind Mill
• Software

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.54.65
UK Pound	1	Rs.82.66
Euro	1	Rs.71.21

INFORMATION DETAILS

Information Gathered by :	PLK
Report Prepared by :	NID

SCORE & RATING EXPLANATIONS

SCORE FACTORS	RANGE	POINTS
HISTORY	1~10	7
PAID-UP CAPITAL	1~10	6
OPERATING SCALE	1~10	7
FINANCIAL CONDITION
--BUSINESS SCALE	1~10	6
--PROFITABILIRY	1~10	6
--LIQUIDITY	1~10	7
--LEVERAGE	1~10	7
--RESERVES	1~10	7
--CREDIT LINES	1~10	6
--MARGINS	-5~5	--
DEMERIT POINTS
--BANK CHARGES	YES/NO	YES
--LITIGATION	YES/NO	NO
--OTHER ADVERSE INFORMATION	YES/NO	NO
MERIT POINTS
--SOLE DISTRIBUTORSHIP	YES/NO	NO
--EXPORT ACTIVITIES	YES/NO	YES
--AFFILIATION	YES/NO	NO
--LISTED	YES/NO	NO
--OTHER MERIT FACTORS	YES/NO	YES
DEFAULTER
--RBI	YES/NO	NO
--EPF	YES/NO	NO
TOTAL		59

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.