MIRA INFORM REPORT

Report Date :

09.05.2013

IDENTIFICATION DETAILS

Name :	BRAINBEES SOLUTIONS PRIVATE LIMITED
Registered Office :	B/402, 1 Modi Baug, CTS 2254 To 2260, G.K. Road, Shivajinagar, Pune – 411005, Maharashtra
Country :	India
Financials (as on) :	31.03.2012
Date of Incorporation :	17.05.2010
Com. Reg. No.:	11-136340
Capital Investment / Paid-up Capital :	Rs. 0.835 Million
CIN No.: [Company Identification No.]	U72100PN2010PTC136340
TAN No.: [Tax Deduction & Collection Account No.]	PNEB07136D
Legal Form :	Private Limited Liability Company
Line of Business :	Trader of Body Products like Baby Foods, Baby Toys, Diapers etc.
No. of Employees :	Not Available

RATING & COMMENTS

MIRA’s Rating :

B (27)

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

Maximum Credit Limit :	USD 2800000
Status :	Moderate
Payment Behaviour :	Slow
Litigation :	Clear
Comments :	Subject is an established company having moderate track record. The company is continuously incurring losses from its operations. However, trade relations are reported as fair. Business is active. Payments are reported to be slow. 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.

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

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 :	B/402, 1 Modi Baug, CTS 2254 To 2260, G.K. Road, Shivajinagar, Pune – 411005, Maharashtra, India
Tel. No.:	91-20-30257500/ 30257539
Fax No.:	Not Available
E-Mail :	sagar@firstcry.com supam1973@gmail.com supam@firstcry.com
Website :	www.firstcry.com
Location :	Owned
Warehouse :	Warehouse No 19, Gate No. 53/1, Behind New Mahindra Garden, Near Vijay Logistics, Village Kuruli, Chakan, Pune-410501, Maharashtra, India

DIRECTORS

AS ON 09.08.2012

Name :	Supam Maheshwari
Designation :	Managing director
Address :	B/402, 1 Modi Baug, CTS 2254 To 2260, G.K. Road, Shivajinagar, Pune – 411005, Maharashtra, India
Date of Birth/Age :	06.10.1973
Qualification :	B.E. (Mech, MBA)
Experience :	15 Years
Date of Appointment :	17.05.2010
DIN No.:	01730685
Name :	Amitava Saha
Designation :	Director
Address :	P 28/1, CIT Road, Scheme – VII M, Kolkata – 700054, West Bengal, India
Date of Birth/Age :	12.06.1973
Date of Appointment :	16.05.2011
DIN No.:	02655827
Name :	Mr. Ravi Chandra Adusumalli
Designation :	Director
Address :	741, Northland Drive, Salt Lake City, Utah, United States of America, 84103
Date of Birth/Age :	14.01.1976
Date of Appointment :	16.05.2011
DIN No.:	00253613
Name :	Mr. Mukul Arora
Designation :	Director
Address :	J 8/95, Rajouri Garden, New Delhi – 110027, India
Date of Birth/Age :	29.07.1984
Date of Appointment :	22.08.2011
DIN No.:	01099294
Name :	Mr. Manik Arora
Designation :	Director
Address :	D6/14, Vasanth Vihar, New Delhi – 110057, India
Date of Birth/Age :	28.04.1974
Date of Appointment :	02.02.2012
DIN No.:	01368615

MAJOR SHAREHOLDERS / SHAREHOLDING PATTERN

AS ON 09.08.2012

Names of Equity Shareholders	No. of Shares
Supam Maheshwari	9690
Sampada Maheshwari	1000
Sanket Hattimattur	1380
Prashant Jadhav	5517
Amitava Saha	10000
Bhupinder Singh	4868
Saumya Mittal	1352
Amit Bordia	676
SAIF Partners India IV Limited, Mauritius	20116
Total	54599

Names of Preference Shareholders	No. of Shares
SAIF Partners India IV Limited, Mauritius	14463
IDGV Ventures India I LLC, Mauritius	14463
Total	28926

AS ON 09.08.2012

Equity Share Breakup	Percentage of Holding
Category
Foreign holdings [Foreign institutional investors, Foreign Companies, Foreign Financial Institutions, Non-resident Indian or Overseas corporate bodies or others]	49.47
Directors or relatives of directors	37.90
Others	12.63
Total	100.00

BUSINESS DETAILS

Line of Business :

Trader of Body Products like Baby Foods, Baby Toys, Diapers etc.

GENERAL INFORMATION

No. of Employees :	Not Available
Bankers :	Not Available

Banking Relations :	--
Financial Institution :	SVB India Finance Private Limited, 84, Free Press House, 215, Nariman Point, Mumbai - 400021, Maharashtra, India
Auditors :
Name :	BBSR and Company Chartered Accountants
Address :	703, 7th Floor, Godrej Castlemaine, Next To Ruby Hall Clinic, Bund Garden Road, Pune – 411001, Maharashtra, India
Tel. No.:	91-20-30504000
Fax No.:	91-20-30504100
Income-tax PAN of auditor or auditor's firm :	AAKFB4397F

CAPITAL STRUCTURE

AS ON 31.03.2012

Authorised Capital :

No. of Shares	Type	Value	Amount
71,000	Equity Shares	Rs. 10/- each	Rs. 0.710 Million
31,000	Preference Shares	Rs. 10/- each	Rs. 0.310 Million
	Total		Rs. 1.020 Millions

Issued, Subscribed & Paid-up Capital :

No. of Shares	Type	Value	Amount
54,599	Equity Shares	Rs. 10/- each	Rs. 0.546 Million
28,926	Preference Shares	Rs. 10/- each	Rs. 0.289 Million
	Total		Rs. 0.835 Million

FINANCIAL DATA

[all figures are in Rupees Millions]

ABRIDGED BALANCE SHEET

SOURCES OF FUNDS		31.03.2012	31.03.2011
SHAREHOLDERS FUNDS
1] Share Capital		0.835	0.345
2] Share Application Money		0.000	0.000
3] Reserves & Surplus		699.893	18.705
4] (Accumulated Losses)		0.000	0.000
NETWORTH		700.728	19.050
LOAN FUNDS
1] Secured Loans		0.000	0.000
2] Unsecured Loans		0.000	0.039
TOTAL BORROWING		0.000	0.039
DEFERRED TAX LIABILITIES		0.000	0.000
TOTAL		700.728	19.089
APPLICATION OF FUNDS
FIXED ASSETS [Net Block]		12.593	1.408
Capital work-in-progress		27.925	0.000
INVESTMENT		0.000	0.000
DEFERRED TAX ASSETS		0.000	0.000
CURRENT ASSETS, LOANS & ADVANCES
	Inventories	46.802	6.657
	Sundry Debtors	37.291	0.345
	Cash & Bank Balances	620.641	12.795
	Other Current Assets	9.348	0.037
	Loans & Advances	18.143	1.247
Total Current Assets		732.225	21.081
Less : CURRENT LIABILITIES & PROVISIONS
	Sundry Creditors	46.430	2.890
	Other Current Liabilities	23.807	0.510
	Provisions	1.778	0.000
Total Current Liabilities		72.015	3.400
Net Current Assets		660.210	17.681
MISCELLANEOUS EXPENSES		0.000	0.000
TOTAL		700.728	19.089

PROFIT & LOSS ACCOUNT

	PARTICULARS			31.03.2012	31.03.2011
	SALES
		Income
		Other Income
		TOTAL		126.112	3.298
Less	EXPENSES
		Office Expenses
		Administrative Expenses
		Advertising Expenses
		TOTAL		315.291	9.901
	PROFIT/ (LOSS) BEFORE TAX, DEPRECIATION AND AMORTISATION			(189.179)	(6.603)
Less/ Add	DEPRECIATION/ AMORTISATION			1.662	0.124
	PROFIT/ (LOSS) BEFORE TAX			(190.841)	(6.727)
Less	TAX			0.000	0.000
	PROFIT/ (LOSS) AFTER TAX			(190.841)	(6.727)
Add	PREVIOUS YEARS’ BALANCE BROUGHT FORWARD			(6.727)	0.000
	BALANCE CARRIED TO THE B/S			(197.568)	(6.727)
	Earnings/ (Loss) Per Share (Rs.)			(2284.84)	(195.08)

KEY RATIOS

PARTICULARS		31.03.2012	31.03.2011
PAT / Total Income	(%)	(151.33)	(203.97)
Return on Total Assets (PBT/Total Assets}	(%)	(25.62)	(29.91)
Return on Investment (ROI) (PBT/Networth)		(0.27)	(0.35)
Debt Equity Ratio (Total Debt/Networth)		0.00	0.00
Current Ratio (Current Asset/Current Liability)		10.17	6.20

LOCAL AGENCY FURTHER INFORMATION

Sr. No.	Check List by Info Agents	Available in Report (Yes / No)
1]	Year of Establishment	Yes
2]	Locality of the firm	Yes
3]	Constitutions of the firm	Yes
4]	Premises details	No
5]	Type of Business	Yes
6]	Line of Business	Yes
7]	Promoter's background	Yes
8]	No. of employees	No
9]	Name of person contacted	No
10]	Designation of contact person	No
11]	Turnover of firm for last two years	Yes
12]	Profitability for last two 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	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

UNSECURED LOANS

Unsecured Loans	31.03.2012	31.03.2011
	(Rs. In Millions)
Loans repayable on demand
Loans from Shareholders	0.000	0.039
Total	0.000	0.039

BANKERS CHARGES REPORT AS PER REGISTRY

Corporate identity number of the company	U72100PN2010PTC136340
Name of the company	BRAINBEES SOLUTIONS PRIVATE LIMITED
Address of the registered office or of the principal place of business in India of the company	B/402, 1 Modi Baug, CTS 2254 To 2260, G.K. Road, Shivajinagar, Pune – 411005, Maharashtra, India Email: supam1973@gmail.com
This form is for	Creation of charge
Type of charge	Uncalled share capital Book debts Movable property (not being pledge) Others
Particular of charge holder	SVB India Finance Private Limited, 84, Free Press House, 215, Nariman Point, Mumbai - 400021, Maharashtra, India Email: ashwath.rau@amarchand.com CIN No.: U65990MH2007PTC171702
Nature of description of the instrument creating or modifying the charge	Deed of hypothecation Term loan agreement
Date of instrument Creating the charge	07.12.2012
Amount secured by the charge	Rs. 100.000 Millions
Brief particulars of the principal terms an conditions and extent and operation of the charge	Rate of Interest Fixed rate of 14.75% per annum, the outstanding Term Loan shall accrue interest on a monthly basis starting from the date of disbursement of Single Advance Terms of Repayment Borrower shall repay the Term Loan in accordance with the repayment schedule to be provided by SVB at the time of drawdown of the Single Advance or such other extended date as may be agreed to by SVB in writing at its sole discretion. Margin NIL Extent and Operation of the charge The charge is for term loan amount for Rupees Hundred Millions and the charge is secured by a first charge by way of hypothecation in favor of SVB of the borrower(s) fixed and current assets both existing and future including any and all Intellectual Property and the Intellectual Property Rights with respect to these movables present and future accounts cash flows, receivables, book debts, revenues, equipment etc. For further details refer Deed of hypothecation attached with this form.
Short particulars of the property charged	The Company's existing, future, fixed and current assets including any and all Intellectual Property and Intellectual Property Rights.

FIXED ASSETS

Ø Office Equipments

Ø Computer and Software

Ø Furniture and Fixtures

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. 54.16
UK Pound	1	Rs. 83.88
Euro	1	Rs. 71.00

INFORMATION DETAILS

Report Prepared by :

BVA

SCORE & RATING EXPLANATIONS

SCORE FACTORS	RANGE	POINTS
HISTORY	1~10	3
PAID-UP CAPITAL	1~10	3
OPERATING SCALE	1~10	3
FINANCIAL CONDITION
--BUSINESS SCALE	1~10	3
--PROFITABILIRY	1~10	2
--LIQUIDITY	1~10	3
--LEVERAGE	1~10	3
--RESERVES	1~10	5
--CREDIT LINES	1~10	2
--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	NO
--LISTED	YES/NO	NO
--OTHER MERIT FACTORS	YES/NO	YES
DEFAULTERS
--RBI	YES/NO	NO
--EPF	YES/NO	NO
TOTAL		27

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.