MIRA INFORM REPORT

Report Date :

16.09.2013

IDENTIFICATION DETAILS

Name :	VSERV DIGITAL SERVICES PRIVATE LIMITED (w.e.f. 06.05.2010)
Formerly Known As :	ITEXT SOLUTIONS PRIVATE LIMITED
Registered Office :	605, Eco House, Vishweshwar Nagar, Off. Aarey Road, Goregaon (East), Mumbai – 400063, Maharashtra
Country :	India
Financials (as on) :	31.03.2012
Date of Incorporation :	06.09.2007
Com. Reg. No.:	11-173865
Capital Investment / Paid-up Capital :	Rs.0.197 Million
CIN No.: [Company Identification No.]	U72200MH2007PTC173865
TAN No.: [Tax Deduction & Collection Account No.]	MUMI09305C
PAN No.: [Permanent Account No.]	AACCI2198A
Legal Form :	Private Limited Liability Company
Line of Business :	Subject is engaged in providing a platform that offers advertising solutions for advertisers, developers, and publishers.
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 261000
Status :	Moderate
Payment Behaviour :	Slow
Litigation :	Clear
Comments :	Subject is an established company having a moderate track record. The company has recorded continuous losses. However, networth of the company seems to be strong. There appears no external borrowing. Trade relations are reported to be fair. Business is active. Payments are reported to be slow. 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 – March 31^st, 2013

Country Name	Previous Rating (31.12.2012)	Current Rating (31.03.2013)
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

We are living in a world where volatility and uncertainty have become the New Normal. We saw a change of government in countries like Tunisia, Egypt, Libya and Vietnam. Once powerful countries in Europe are now fighting for bankruptcy. We have taken growth in the developing part of the world for granted but economic growth in China and India has begun to slow. Companies that were synonymous with their product categories just a few years ago are now no longer in existence. Kodak, the inventor of the digital camera had to wind up its operations, HMV, the British entertainment retailing company and Borders, once the second largest bookstore have shut down due to their inability to evolve their business models with the changing time. Readers’ Digest, Thomson Register are no more !

There is another megatrend happening. The World order is changing as economic power shifts from West to East. According to McKinsey study, it took Britain more than 100 years to double its economic output per person during its industrial revolution and the US later took more than 50 years to do the same. More than a century later, China and India have doubled their GDP per capital in 12 and 18 years respectively. By 2020, emerging Asia will become the world’s largest consuming block, overtaking North America.

The years after the outbreak of the global financial crisis, the world economy continues to remain fragile. The Indian economy demonstrated remarkable resilience in the initial years of the contagion but finally lost ground last year. GDP growth slowed down. Currency has been weakening. There is a marked deceleration in agriculture, industry and services. Dampening sentiment led to a cut-back in investment as well as private consumption expenditure.  Inflation remained at high levels fuelled by the pressure from the food and fuel sectors. The large fiscal and current account deficit s continued to cause grave concern. It is imperative that India regains its growth trajectory of 8-9 % sooner than later. This is crucially important given the need to create gainful livelihood opportunities for the millions living in poverty as also the large contingent of young people joining the job market every year.

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 :	605, Eco House, Vishweshwar Nagar, Off. Aarey Road, Goregaon (East), Mumbai – 400063, Maharashtra, India
Tel. No.:	91-22-29275746/82
Fax No.:	Not Available
E-Mail :	Kaushal@vserv.mobi
Website :	www.vserv.mobi info@vserv.mobi

DIRECTORS

As on: 20.09.2012

Name :

Mr. Deepak Askaran Khurana

Designation :

Managing director

Address :

7 / 76, Piramal Nagar, S.V. Road. Goregaon (West), Mumbai – 400062, Maharashtra, India

Date of Birth/Age :

10.01.1973

Date of Appointment :

01.07.2010

DIN No. :

02250969

Name :

Mr. Ashay Vinayak Padwal

Designation :

Director

Address :

16 / 1, Dadachandji Building, St. Marry Road, Mazgaon, Mumbai – 400010, Maharashtra, India

Date of Birth/Age :

21.02.1977

Date of Appointment :

22.02.2010

DIN No. :

02402840

Other Directorship :

S.No.	CIN/LLPIN	Name of the Company/ LLP	Current designation of the Director/ Designated Partner	Date of appointment at current designation	Original date of appointment	Date of cessation	Company/ LLP Status	Defaulting status
1	U74999TN2008PTC070184	E MEDICARE SERVICES PRIVATE LIMITED	Director	15/12/2008	15/12/2008	-	Strike off	NO
2	U72200MH2007PTC173865	Vserv Digital Services Private Limited	Director	22/02/2010	22/02/2010	-	Active	NO

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 :

09.06.2011

DIN No. :

01368615

Other Directorship :

S.No.	CIN/LLPIN	Name of the Company/ LLP	Current designation of the Director/ Designated Partner	Date of appointment at current designation	Original date of appointment	Date of cessation	Company/ LLP Status	Defaulting status
1	U74140KA2006PTC040715	IDG Ventures India Advisors Private Limited	Managing director	12/01/2007	12/10/2006	-	Active	NO
2	U92490MH2006PTC165450	Kreeda Games India Private Limited	Nominee director	06/05/2008	06/05/2008	-	Active	NO
3	U74300KA2006PTC039541	OZONE MEDIA SOLUTIONS PRIVATE LIMITED	Director	30/09/2008	30/05/2008	-	Active	NO
4	U72200MH2007PTC173865	Vserv Digital Services Private Limited	Director	09/06/2011	09/06/2011	-	Active	NO
5	U72100PN2010PTC136340	Brainbees Solutions Private Limited	Director	02/02/2012	02/02/2012	-	Active	NO
6	AAB-0445	NISHAAVRITRA INVESTMENT MANAGER LLP	Designated Partner	31/07/2012	31/07/2012	-	Active	NO

Name :

Mr. Karan Mohla

Designation :

Director

Address :

Flat No. 802, 8^th Floor, Planet Godrej Tower – 5, K.K. Marg, Byculla (West), Mumbai – 400017, Maharashtra, India

Date of Birth/Age :

17.07.1981

Date of Appointment :

09.06.2011

DIN No. :

03547441

Other Directorship :

S.No.	CIN/LLPIN	Name of the Company/ LLP	Current designation of the Director/ Designated Partner	Date of appointment at current designation	Original date of appointment	Date of cessation	Company/ LLP Status	Defaulting status
1	U72200MH2007PTC173865	Vserv Digital Services Private Limited	Director	09/06/2011	09/06/2011	-	Active	NO
2	U74300KA2006PTC039541	OZONE MEDIA SOLUTIONS PRIVATE LIMITED	Director	28/09/2012	18/05/2012	-	Active	NO
3	U72900KA2004PTC063430	IVIZ TECHNO SOLUTIONS PRIVATE LIMITED	Nominee director	04/01/2013	04/01/2013	-	Active	NO

MAJOR SHAREHOLDERS / SHAREHOLDING PATTERN

As on: 20.09.2012

Names of Equity Shareholders	No. of Shares
Ashay Vinayak Padwal, India	3333
Deepak Askaran Khurana, India	6667
Adiseshann G. Ajay, India	3158
IDG Ventures India I LLC, US	105
Total	13263

Names of Preference Shareholders	No. of Shares
IDG Ventures India I LLC, US	10422
Total	10422

As on: 01.02.2013

Names of Allottee (Equity)	No. of Shares
IDG Ventures India I LLC	14
Epiphany Overseas Ventures	21
Total	35

Names of Allottee (Preference)	No. of Shares
IDG Ventures India I LLC	1390
Epiphany Overseas Ventures	2084
Total	3474

As on: 20.09.2012

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	0.79
Directors or relatives of Directors	75.40
Other top fifty shareholders	23.81
Total	100.00

BUSINESS DETAILS

Line of Business :

Subject is engaged in providing a platform that offers advertising solutions for advertisers, developers, and publishers.

GENERAL INFORMATION

No. of Employees :	Not Available
Bankers :	v Citi Bank v ICICI Bank Limited v Indian Overseas Bank

Banking Relations :	--
Auditors :
Name :	B S R and Company Chartered Accountants
Address :	Lodha Excelus, 1^st Floor, Apollo Mills Compound, N.M. Joshi Marg, Mahalakshmi, Mumbai – 400011, Maharashtra, India
Tel. No.:	91-22-39896000
Fax No.:	91-22-39036000
PAN No. :	AAIFB4734C
Related Party :	IDG Ventures India I LLC

CAPITAL STRUCTURE

After: 20.09.2012

Authorised Capital :

No. of Shares	Type	Value	Amount
489578	Equity Shares	Rs.10/- each	Rs.4.896 Millions
10422	Preference Shares	Rs.10/- each	Rs.0.104 Million
	Total		Rs.5.000 Millions

Issued, Subscribed & Paid-up Capital :

No. of Shares	Type	Value	Amount
13298	Equity Shares	Rs.10/- each	Rs.0.133 Million
13896	Preference Shares	Rs.10/- each	Rs.0.139 Million
	Total		Rs.0.272 Million

As on: 20.09.2012

Authorised Capital :

No. of Shares	Type	Value	Amount
489578	Equity Shares	Rs.10/- each	Rs.4.896 Millions
10422	Preference Shares	Rs.10/- each	Rs.0.104 Million
	Total		Rs.5.000 Millions

Issued, Subscribed & Paid-up Capital :

No. of Shares	Type	Value	Amount
13263	Equity Shares	Rs.10/- each	Rs.0.133 Million
10422	Preference Shares	Rs.10/- each	Rs.0.104 Million
	Total		Rs.0.237 Million

As on: 31.03.2012

Authorised Capital :

No. of Shares	Type	Value	Amount
479051	Equity Shares	Rs.10/- each	Rs.4.791 Millions
10527	Equity Shares – Series A	Rs.10/- each	Rs.0.105 Million
10422	0.0001% Compulsorily Convertible Non – Cumulative Preference Shares	Rs.10/- each	Rs.0.104 Million
	Total		Rs.5.000 Millions

Issued, Subscribed & Paid-up Capital :

No. of Shares	Type	Value	Amount
13158	Equity Shares	Rs.10/- each	Rs.0.131 Million
66	Equity Shares – Series A	Rs.10/- each	Rs.0.001 Million
6513	0.0001% Compulsorily Convertible Non – Cumulative Preference Shares	Rs.10/- each	Rs.0.065 Million
	Total		Rs.0.197 Million

FINANCIAL DATA

[all figures are in Rupees Millions]

ABRIDGED BALANCE SHEET

SOURCES OF FUNDS	31.03.2012	31.03.2011
I. EQUITY AND LIABILITIES
(1)Shareholders' Funds
(a) Share Capital	0.197	0.100
(b) Reserves & Surplus	65.297	(4.866)
(c) Money received against share warrants	0.000	0.000
(2) Share Application money pending allotment	0.000	7.073
Total Shareholders’ Funds (1) + (2)	65.494	2.307
(3) Non-Current Liabilities
(a) long-term borrowings	0.000	0.000
(b) Deferred tax liabilities (Net)	0.000	0.004
(c) Other long term liabilities	0.000	0.000
(d) long-term provisions	0.403	0.000
Total Non-current Liabilities (3)	0.403	0.004
(4) Current Liabilities
(a) Short term borrowings	0.000	0.000
(b) Trade payables	61.673	9.848
(c) Other current liabilities	1.642	3.055
(d) Short-term provisions	0.675	0.000
Total Current Liabilities (4)	63.990	12.903
TOTAL	129.887	15.214
II. ASSETS
(1) Non-current assets
(a) Fixed Assets
(i) Tangible assets	3.665	0.069
(ii) Intangible Assets	0.256	0.012
(iii) Capital work-in-progress	0.000	0.000
(iv) Intangible assets under development	0.000	0.000
(b) Non-current Investments	0.000	0.000
(c) Deferred tax assets (net)	0.000	0.000
(d) Long-term Loan and Advances	3.894	0.306
(e) Other Non-current assets	0.000	0.000
Total Non-Current Assets	7.815	0.387
(2) Current assets
(a) Current investments	18.917	0.000
(b) Inventories	0.000	0.000
(c) Trade receivables	78.379	13.840
(d) Cash and cash equivalents	20.781	0.968
(e) Short-term loans and advances	3.994	0.019
(f) Other current assets	0.001	0.000
Total Current Assets	122.072	14.827
TOTAL	129.887	15.214

SOURCES OF FUNDS		31.03.2010
SHAREHOLDERS FUNDS
1] Share Capital		0.100
2] Share Application Money		0.000
3] Reserves & Surplus		0.680
4] (Accumulated Losses)		0.000
NETWORTH		0.780
LOAN FUNDS
1] Secured Loans		0.000
2] Unsecured Loans		0.000
TOTAL BORROWING		0.000
DEFERRED TAX LIABILITIES		0.000
TOTAL		0.780
APPLICATION OF FUNDS
FIXED ASSETS [Net Block]		0.000
Capital work-in-progress		0.000
INVESTMENT		0.000
DEFERREX TAX ASSETS		0.000
CURRENT ASSETS, LOANS & ADVANCES
	Inventories	0.000
	Sundry Debtors	0.000
	Cash & Bank Balances	0.152
	Other Current Assets	0.000
	Loans & Advances	0.000
Total Current Assets		0.152
Less : CURRENT LIABILITIES & PROVISIONS
	Sundry Creditors	0.039
	Other Current Liabilities	0.577
	Provisions	0.000
Total Current Liabilities		0.616
Net Current Assets		(0.464)
MISCELLANEOUS EXPENSES		1.244
TOTAL		0.780

PROFIT & LOSS ACCOUNT

	PARTICULARS		31.03.2012	31.03.2011	31.03.2010
	SALES
		Income	173.355	18.600	0.000
		Other Income	NA	NA	NA
		TOTAL	NA	NA	NA
Less	EXPENSES
		Office Expenses
		Administrative Expenses
		Advertising Expenses
		TOTAL	NA	NA	NA
	PROFIT/(LOSS) BEFORE TAX		(13.113)	(3.617)	(1.244)
Less	TAX		(0.005)	0.005	0.000
	PROFIT/(LOSS) AFTER TAX		(13.108)	(3.622)	(1.244)
Add	PREVIOUS YEARS’ BALANCE BROUGHT FORWARD		(4.866)	(1.244)	0.000
	BALANCE CARRIED TO THE B/S		(17.974)	(4.866)	(1.244)
	EARNINGS IN FOREIGN CURRENCY		51.570	0.468	Nil
	EARNINGS PROFIT/(LOSS) PER SHARE (RS.)		(996.22)	(362.20)	0.00

KEY RATIOS

PARTICULARS		31.03.2012	31.03.2011	31.03.2010
Return on Total Assets (PBT/Total Assets}	(%)	(10.09)	(23.77)	(8.18)
Return on Investment (ROI) (PBT/Networth)		(0.20)	(1.57)	(1.59)
Debt Equity Ratio (Total Debt /Networth)		0.00	0.00	0.00
Current Ratio (Current Asset/Current Liability)		1.91	1.15	0.25

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 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 202, Sagar Avenue, Above ICICI Bank, S.V. Road, Andheri (West), Mumbai – 400058, Maharashtra, India to the present address w.e.f. 05.08.2011

NOTE:

No charges exist for the company

BACKGROUND:

Subject was incorporated on 6^th September 2007 under the companies Act, 1956 under the name Itext Solution Private Limited. The name of the company was changed with effect from 6^th May 2010.

The company is a digital advertising and technology company enabling advertisers to reach their audiences and publisher to maximize, their revenues. The company promotes itself as a leading global Mobil Ad network having premium inventory for ad displays on mobile applications and mobile websites.

CONTINGENT LIABILITIES :

Particulars	31.03.2012	31.03.2011
A) Commitments
Estimated amount of contracts remaining to be executed on capital account and not provided for	2.499	--
Total	2.499	--

FIXED ASSETS:

v Computer

v Furniture and Fixture

v Office Equipments

v Leasehold Improvements

v 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.63.79
UK Pound	1	Rs.100.70
Euro	1	Rs.84.67

INFORMATION DETAILS

Report Prepared by :

ANK

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	3
--LIQUIDITY	1~10	3
--LEVERAGE	1~10	3
--RESERVES	1~10	3
--CREDIT LINES	1~10	3
--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
DEFAULTER
--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

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.