MIRA INFORM REPORT

Report Date :

16.12.2014

IDENTIFICATION DETAILS

Name :	REPRO INDIA LIMITED
Registered Office :	11th Floor, Sun Paradise Business Plaza, B Wing, Senapati Bapat Marg, Lower Parel, Mumbai – 400013, Maharashtra
Country :	India
Financials (as on) :	31.03.2014
Date of Incorporation :	01.04.1993
Com. Reg. No.:	11-071431
Capital Investment / Paid-up Capital :	Rs.109.038 Millions
CIN No.: [Company Identification No.]	L22200MH1993PLC071431
TIN No.:	Not Available
IEC No.:	Not Available
TAN No.: [Tax Deduction & Collection Account No.]	MUMR06821G
PAN No.: [Permanent Account No.]	AAACR0379J
Legal Form :	A Public Limited Liability Company. The Company’s Shares are Listed on the Stock Exchanges.
Line of Business :	The Company provides print solutions to client, which mainly includes value engineering, creative designing, pre-press, printing, post-press, knitting and assembly, warehousing, dispatch, database management, sourcing and procurement, localization and web based services.
No. of Employees :	Information denied by management

RATING & COMMENTS

MIRA’s Rating :

Ba (54)

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

Status :	Good
Payment Behaviour :	Regular
Litigation :	Not Available
Comments :	Subject is a well-established company having a good track record. Financial position of the company seems to be strong. Performance capacity appears to be high. Liquidity position of the company is good. Trade relations are reported to be fair. Business is active. Payment terms are reported to be regular and as per commitment. The company can be considered for normal for business dealings at usual trade 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.

EXTERNAL AGENCY RATING

Rating Agency Name	ICRA
Rating	Fund Based Limits = A
Rating Explanation	Have adequate degree of safety and carry low credit risk.
Date	March 2014

Rating Agency Name	ICRA
Rating	Non Fund Based Limits = A1
Rating Explanation	Have strong degree of safety and carry lowest credit risk.
Date	March 2014

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 31-03-2014.

INFORMATION DENIED

Management Non Co-Operative (Tel No.: 91-22-71914000)

LOCATIONS

Registered Office/ Corporate  Office/ Sales Offices 1 :	11th Floor, Sun Paradise Business Plaza, B Wing, Senapati Bapat Marg, Lower Parel, Mumbai – 400013, Maharashtra, India
Tel. No.:	91-22-24834000
Fax No.:	Not Available
E-Mail :	madhavi_b@reproindialtd.com repro@bom2.vsnl.net.in info@reproindialtd.com
Website :	http://www.reproindialtd.com
Head Office :	Marathe Udyog Bhavan, 2nd Floor, Appasaheb Marathe Marg, Prabhadevi, Mumbai - 400 025, Maharashtra, India
Tel. No.:	91-22-2431 3526/ 27
Fax No.:	91-22-2437 4531
Sales Offices 2 :	B-3/3, 1^st Floor, Safdarjung Enclave, New Delhi – 110029, India
Sales Offices 3 :	11, Whitman Street,  Hastings-on-Hudson, NY 10706-1605, USA
Factory 1 :	Plot No. A-50/2, TTC Industrial Area, MIDC, Mahape, Navi Mumbai - 400 703, Maharashtra, India
Tel No. :	91-22-27782011
Fax No. :	91-22-27782038
Factory 2:	Plot No. 90 to 93, 165, 268, 269 and 271, Surat Special Economic Zone, Road No. 11, Sachin, Surat - 394230, Gujarat, India
Tel No. :	91-261-3226511 / 2398587
Fax No. :	91-261-2398030
Factory 3 :	No.146, East Coast Road, Injambakkam, Chennai – 600041, Tamilnadu, India
Tel No. :	91-44-24490130
Fax No. :	91-44-24490836

DIRECTORS

As on 31.03.2014

Name :	Mr. Vinod Vohra
Designation :	Chairman
Date of Birth :	15.02.1952
Qualification :	Science Graduate
Date of Appointment:	01.04.1993
Name :	Mr. Sanjeev Vohra
Designation :	Managing Director
Date of Birth :	25.02.1957
Qualification :	Graduate in Economics and Finance
Date of Appointment:	01.04.1993
Name :	Mr. Mukesh Dhruve
Designation :	Whole Time Director
Date of Birth :	28.04.1960
Qualification :	B.Com, FCA
Date of Appointment:	28.12.1993
Name :	Mr. Rajeev Vohra
Designation :	Whole Time Director
Date of Birth :	08.10.1960
Qualification :	Commerce Graduate
Date of Appointment :	01.04.1993
Name :	Mr. Pramod Khera
Designation :	Director
Date of Birth :	22.02.1960
Qualification:	B. Tech. from IIT Delhi, PGDIM from IIM Bangalore and PhD in “Knowledge Management” from Pune University
Date of Appointment:	18.05.2009
Name :	Mr. Sanjay Asher
Designation :	Non-Executive Director
Date of Birth :	26.11.1964
Qualification:	B.Com, FCA, LLB and Solicitor
Date of Appointment:	02.05.2000
Name :	Mr. Ullal R. Bhat
Designation :	Non-Executive Director
Name :	Dr. Jamshed J Irani
Designation :	Non-Executive Director
Name :	Mr. P Krishnamurthy
Designation :	Non- Executive Director
Date of Birth :	28.10.1948
Date of Appointment :	23.05.2008
Qualifications :	B.Com (Hons), St. Xavier’s College, University of Calcutta Chartered Accountant All India Rank Holder of the Institute of Chartered Accountants of India
Name :	Mr. Dushyant Mehta
Designation :	Non-Executive Director
Date of Birth :	02.10.1955
Qualification:	MBA in Marketing
Date of Appointment:	28.12.1993
Name :	Mr. Alyque Padamsee
Designation :	Non-Executive Director
Date of Birth :	05.03.1931
Qualification:	Graduation in Arts
Date of Appointment:	06.05.1994

KEY EXECUTIVES

Name :	Ms. Madhavi Kulkarni
Designation :	Company Secretary and Compliance Officer

SHAREHOLDING PATTERN

As on 30.09.2014

Category of Shareholder	No. of Shares	Percentage of Holding
(A) Shareholding of Promoter and Promoter Group
(1) Indian
Individuals / Hindu Undivided Family	2055218	18.85
Bodies Corporate	5537643	50.79
Sub Total	7592861	69.64
(2) Foreign
Total shareholding of Promoter and Promoter Group (A)	7592861	69.64
(B) Public Shareholding
(1) Institutions
Mutual Funds / UTI	40598	0.37
Financial Institutions / Banks	510	0.00
Foreign Institutional Investors	18569	0.17
Sub Total	59677	0.55
(2) Non-Institutions
Bodies Corporate	608433	5.58
Individuals
Individual shareholders holding nominal share capital up to Rs.0.100 million	1306201	11.98
Individual shareholders holding nominal share capital in excess of Rs.0.100 million	670503	6.15
Any Others (Specify)	666084	6.11
Clearing Members	23461	0.22
Non Resident Indians	24372	0.22
Directors & their Relatives & Friends	617401	5.66
Trusts	850	0.01
Sub Total	3251221	29.82
Total Public shareholding (B)	3310898	30.36
Total (A)+(B)	10903759	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)	10903759	1000.00

Shareholding of securities (including Shares, warrants, convertible securities) of persons belonging to the category Promoter and Promoter Group

Name of Shareholder	No. of Shares	Percentage of Holding
Reproductions Private Limited	5537643	50.79
Sanjeev Vohra	573036	5.26
Vinod Vohra	187700	1.72
Rajeev Vohra	172314	1.58
Mukesh Dhruve	366000	3.36
Abhinav Vohra	112000	1.03
Natasha Vohra	112000	1.03
Trisha Vohra	112000	1.03
Sonam Vohra	112000	1.03
Tanya Vohra	112000	1.03
Kunal Vohra	112000	1.03
Rahul Vohra	37112	0.34
Deepa Vohra	14920	0.14
Renu Vohra	8920	0.08
Avinash Vohra	8917	0.08
Shruti Dhruve	7799	0.07
Aanchal Sachdev	6500	0.06
Total	7592861	69.64

Shareholding of securities (including Shares, warrants, convertible securities) of persons belonging to the category Public and holding more than 1% of the total number of shares

Name of Shareholder	No. of Shares	Percentage of Holding
Pivotal Business Managers LLP	293000	2.69
Pramod Khera	244601	2.24
Dushyant Rajnikant Mehta	182800	1.68
Vijay Kishanlal Kedia	393709	3.61
Total	1114110	10.22

BUSINESS DETAILS

Line of Business :	The Company provides print solutions to client, which mainly includes value engineering, creative designing, pre-press, printing, post-press, knitting and assembly, warehousing, dispatch, database management, sourcing and procurement, localization and web based services.
Products :	--
Brand Names :	--
Agencies Held :	--
Exports :	Not Available
Imports :	Not Available
Terms :
Selling :	Not Available
Purchasing :	Not Available

PRODUCTION STATUS – NOT AVAILABLE

GENERAL INFORMATION

Suppliers :

Not Available

Customers :

Not Available

No. of Employees :

Information denied by management

Bankers :

• Axis Bank Limited
• Citibank N.A.
• DBS Bank Limited
• HDFC Bank Limited
• ING Vysya Bank Limited
• Standard Chartered Bank
• State Bank of Travancore

Facilities :

SECURED LOANS	31.03.2014 Rs. In Millions	31.03.2013 Rs. In Millions
LONG TERM BORROWINGS
Foreign currency loan from banks	430.715	454.060
Vehicle Loans	1.801	2.118
Deferred payment liability *	3.238	3.838
SHORT TERM BORROWINGS
Cash credit and overdraft facilities from banks	54.364	89.194
Buyers credit from banks	159.661	0.000
Bill Discounting and Letter of credit from banks	207.056	162.107
Packing credit loan from banks	734.940	630.383
Working capital demand loan	170.000	60.000
Total	1761.775	1401.700

Notes :

Long Term Borrowings

Foreign currency loans from banks

Security	Rate of Interest	Loan Period	Repayment Schedule	Balance as at 31.03.2014	First drawdown date of the facility
Pari-passu first charge on movable fixed assets of the company	3 months Libor + 2.60% p.a.	5 Years	2 equal half yearly instalments with moratorium period of 18 months	73.021	31 December 2009
Pari-passu first charge on movable fixed assets of the company, both present and future, excluding assets charged to other lenders	6 months Libor + 1.50% p.a.	5 Years	2 equal half yearly instalments with moratorium period of 18 months	0.000	18 August 2008
Pari-passu first charge on movable fixed assets of the company, both present and future, excluding assets charged to other lenders	6 months Libor + 1.50% p.a.	5 Years	0 equal half yearly instalments with moratorium period of 18 months	0.000	11 July 2008
Pari-passu first charge on movable fixed assets of the company, both present and future	3 months Libor + 2.50% p.a.	5 Years	5 equal quarterly instalments of USD 400,000 with moratorium period of 18 months	120.200	05 April 2010
Pari-passu first charge on movable fixed assets of the company, both present and future/Undertaking from the Company to not to mortgage/dispose any property of the company without prior consent of the lender	3 months Libor + 2.85% p.a.	5 Years	11 equal quarterly instalments with moratorium period of 18 months	308.512	25 October 2010
Pari passu first charge on movable fixed assets of the Company, both present and future / Undertaking from the Company to not to mortgage / dispose any property of the Company without prior consent of the lender	3 months Libor + 2.85% p.a.	5 Years	16 equal quarterly instalments with moratorium period of 18 months	240.399	14 August 2013
			Total	742.132

Vehicle Loans

Security	Rate of Interest	Loan Period	Repayment Schedule	Balance as at 31.03.2014	First drawdown date of the facility
Secured against vehicles acquired under the said loans	10.14%	3 Years	36 EMI of Rs.0.070 Million	0.000	1 April 2011
Secured against vehicles acquired under the said loans	10.90%	3 Years	36 EMI of Rs.0.063 Million	0.063	13 May 2011
Secured against vehicles acquired under the said loans	10.75%	3 Years	36 EMI of Rs.0.059 Million	0.116	10 June 2011
Secured against vehicles acquired under the said loans	10.90%	3 Years	60 EMI of Rs.0.066 Million	1.939	25 April 2012
Secured against vehicles acquired under the said loans	5.25 % p.a	3 Years	36 EMI of Rs.0.069 Million	1.632	5 May 2013
Secured against vehicles acquired under the said loans	10.32 % p.a	3 Years	36 EMI of Rs.0.026 Million	0.647	13 August 2013
Secured against vehicles acquired under the said loans	10.40 % p.a	3 Years	36 EMI of Rs.0.016 Million	0.358	24 May 2013
			Total	4.755

Short Term Borrowings

• Short-term Borrowings from banks are secured by hypothecation of stock, receivables and other current assets of the Company both present and future ranking pari passu with all banks. The packing credit facilities amounting to Rs.127.786 Millions (31 March 2013 : Rs.167.518 Millions) are partially secured by second charge on the fixed assets of the Company ranking pari passu with all banks.

• Cash credit, bank overdraft and working capital demand loans from banks are repayable on demand and carries interest @12% to 14% p.a.

• Bill discounting and letter of credit are repayable within 90 days.

• Packing credit loans are repayable within 180 days and carry interest @ 1.2% to 5%.

• Buyers Credit from banks carried interest @ LIBOR Plus 0.5% to 0.8%.

Banking Relations :

--

Auditors :

Name :

S R Batliboi and Company

Chartered Accountants

Address :

2^nd Floor, Union Co-operative Insurance Building, 23, Sir Phiroz Shah Mehta Road, Fort, Mumbai - 400 001, Maharashtra, India

Solicitors :

Crawford Bayley and Company

Memberships :

--

Collaborators :

--

Holding Company :

• Repro Enterprises Private Limited

Subsidiary Company :

• Repro Innovative Digiprint Limited
• Repro Knowledgecast Limited

Enterprises owned or significantly influenced by Key management personnel or their relatives

• Trisna Trust
• Zoyaksa Consultants Private Limited
• Quadrum Solutions Private Limited

CAPITAL STRUCTURE

As on 31.03.2014

Authorised Capital :

No. of Shares	Type	Value	Amount
25000000	Equity Shares	Rs.10/- each	Rs.250.000 Millions

Issued, Subscribed & Paid-up Capital :

No. of Shares	Type	Value	Amount
10903759	Equity Shares	Rs.10/- each	Rs.109.038 Millions

a) Reconciliation of the number of shares

Equity Shares	Number of Shares	Rs. In Millions
At the beginning of the year	10897059	108.891
Issued during the year - ESOP exercised	6700	0.067
Outstanding at the end of the year	10903759	109.038

b) Rights, preferences and restrictions attached to equity shares

The Company has a single class of equity shares. Accordingly, all equity shares rank equally with regard to dividends and share in the Company’s residual assets. The equity shares are entitled to receive dividend as declared from time to time. The voting rights of an equity shareholder on a poll (not on show of hands) are in proportion to its share of the paid-up equity capital of the Company. Voting rights cannot be exercised in respect of shares on which any call or other sums presently payable have not been paid.

During the year ended 31 March 2014, the amount of per share dividend recognized as distributions to equity shareholders was Rs.10 (March 31, 2013: Rs.10).

On winding up of the Company, the holders of equity shares will be entitled to receive the residual assets of the Company, remaining after distribution of all preferential amounts in proportion to the number of equity shares held.

c) Shares held by holding/ ultimate holding Company and/ or their subsidiaries/ associates

Name of Shareholder	Number of Shares	% holding
Repro Enterprises Private Limited, holding Company	5537643	55.376

d) Details of equity shares held by shareholders holding more than 5% shares:

Name of Shareholder	Number of Shares	% holding
Equity shares of Rs.10 each fully paid-up held by
Repro Enterprises Private Limited, holding Company	5537643	50.79%
Sanjeev Vohra	573036	5.26%
Asia Advantage Fund	--	--

FINANCIAL DATA

[all figures are in Rupees Millions]

ABRIDGED BALANCE SHEET

SOURCES OF FUNDS	31.03.2014	31.03.2013	31.03.2012
EQUITY AND LIABILITIES
(1)Shareholders' Funds
(a) Share Capital	109.038	108.970	108.431
(b) Reserves & Surplus	1,971.260	1,791.698	1,532.652
(c) Money received against share warrants	0.000	0.000	0.000
(2) Share Application money pending allotment	0.000	0.000	0.000
Total Shareholders’ Funds (1) + (2)	2,080.298	1,900.668	1,641.083
(3) Non-Current Liabilities
(a) long-term borrowings	435.754	460.016	713.822
(b) Deferred tax liabilities (Net)	123.986	112.187	85.086
(c) Other long term liabilities	0.000	0.000	0.000
(d) long-term provisions	40.339	37.749	31.740
Total Non-current Liabilities (3)	600.079	609.952	830.648
(4) Current Liabilities
(a) Short term borrowings	1,392.132	941.818	1,096.086
(b) Trade payables	257.948	369.641	330.202
(c) Other current liabilities	369.653	364.112	338.399
(d) Short-term provisions	173.384	174.515	142.866
Total Current Liabilities (4)	2,193.117	1,850.086	1,907.553
TOTAL	4,873.494	4,360.706	4,379.284
ASSETS
(1) Non-current assets
(a) Fixed Assets
(i) Tangible assets	1,803.785	1,684.052	1,554.529
(ii) Intangible Assets	85.295	70.861	87.428
(iii) Capital work-in-progress	9.614	29.335	123.429
(iv) Intangible assets under development	0.000	0.000	0.000
(b) Non-current Investments	40.748	40.748	0.748
(c) Deferred tax assets (net)	0.000	0.000	0.000
(d) Long-term Loan and Advances	696.182	622.613	502.390
(e) Trade receivables	0.000	0.000	7.564
(e) Other Non-current assets	20.195	30.366	26.733
Total Non-Current Assets	2,655.819	2,477.975	2,302.821
(2) Current assets
(a) Current investments	0.000	0.000	0.000
(b) Inventories	341.841	207.325	178.885
(c) Trade receivables	1,408.227	1,418.484	1,010.966
(d) Cash and cash equivalents	174.851	22.928	724.951
(e) Short-term loans and advances	210.795	187.054	149.276
(f) Other current assets	81.961	46.940	12.385
Total Current Assets	2,217.675	1,882.731	2,076.463
TOTAL	4,873.494	4,360.706	4,379.284

PROFIT & LOSS ACCOUNT

	PARTICULARS		31.03.2014	31.03.2013	31.03.2012
	SALES
		Income	4,206.997	3,819.514	3,541.429
		Other Income	30.518	3.565	4.482
		TOTAL (A)	4,237.515	3,823.079	3,545.911
Less	EXPENSES
		Cost of raw material and packing material consumed	2,142.272	1,667.365	1,718.454
		Changes in inventories of finished goods and work-in-progress	(50.743)	13.292	16.043
		Employee benefit expenses	401.987	366.848	343.551
		Other expenses	1,014.976	1,088.789	885.423
		Interest income	(20.342)	(27.714)	(34.889)
		Prior period expenses	0.000	0.000	3.898
		TOTAL (B)	3,488.150	3,108.580	2,932.480
Less	PROFIT BEFORE INTEREST, TAX, DEPRECIATION AND AMORTISATION (A-B) (C)		749.365	714.499	613.431
Less	FINANCIAL EXPENSES (D)		207.196	151.089	123.194
	PROFIT BEFORE TAX, DEPRECIATION AND AMORTISATION (C-D) (E)		542.169	563.410	490.237
Less/ Add	DEPRECIATION/ AMORTISATION (F)		171.426	147.712	122.887
	PROFIT BEFORE TAX (E-F) (G)		370.743	415.698	367.350
Less	TAX (H)		73.671	31.335	6.924
	PROFIT AFTER TAX (G-H) (I)		297.072	384.363	360.426
Add	PREVIOUS YEARS’ BALANCE BROUGHT FORWARD		1,252.305	1,034.365	836.263
Less	APPROPRIATIONS
		Transfer to General Reserve	38.436	38.437	36.043
		Proposed Dividend	109.038	108.971	108.431
		Tax on Proposed Dividend	18.530	18.520	17.59
		Dividend pertaining to previous year	0.148	0.427	0.226
		Tax on Dividend pertaining to previous year	0.000	0.068	0.035
	BALANCE CARRIED TO THE B/S		1,383.225	1,252.305	1,034.364
	EARNINGS IN FOREIGN CURRENCY		1923.997	2041.932	1950.739
	IMPORTS
		Raw Materials	212.017	20.561	192.785
		Stores & Spares	9.919	13.732	11.920
		Capital Goods	86.381	1.951	184.848
	TOTAL IMPORTS		308.317	36.244	389.553
	Earnings Per Share (Rs.)
	Basic		27.24	35.30	33.66
	Diluted		26.73	34.90	33.28

QUARTERLY RESULTS

Particulars	30.06.2014 (Unaudited)	30.09.2014 (Unaudited)
	1^st Quarter	2^nd Quarter
Net Sales	949.400	937.800
Total Expenditure	873.600	827.700
PBIDT (Excl OI)	75.800	110.100
Other Income	70.700	15.200
Operating Profit	146.500	125.300
Interest	20.500	12.200
Exceptional Items	0.000	0.000
PBDT	126.000	113.100
Depreciation	46.400	44.500
Profit Before Tax	79.700	68.600
Tax	21.500	12.000
Provisions and contingencies	0.000	0.000
Profit After Tax	58.200	56.600
Extraordinary Items	0.000	0.000
Prior Period Expenses	0.000	0.000
Other Adjustments	0.000	0.000
Net Profit	58.200	56.600

KEY RATIOS

PARTICULARS		31.03.2014	31.03.2013	31.03.2012
Net Profit Margin (PAT/Sales)	(%)	7.06	10.06	10.18
Operating Profit Margin (PBIDT/Sales)	(%)	17.81	18.71	17.32
Return on Total Assets (PBT/Total Assets}	(%)	13.90	17.15	16.97
Return on Investment (ROI) (PBT/Networth)		0.18	0.22	0.22
Debt Equity Ratio (Total Debt /Networth)		0.88	0.74	1.10
Current Ratio (Current Asset/Current Liability)		0.04	0.03	0.01

FINANCIAL ANALYSIS

[all figures are in Rupees Millions]

DEBT EQUITY RATIO

Particular	31.03.2012	31.03.2013	31.03.2014
	Rs. In Millions	Rs. In Millions	Rs. In Millions
Share Capital	108.431	108.970	109.038
Reserves & Surplus	1532.652	1791.698	1971.260
Money received against share warrants	0.000	0.000	0.000
Share Application money pending allotment	0.000	0.000	0.000
Net worth	1641.083	1900.668	2080.298
long-term borrowings	713.822	460.016	435.754
Short term borrowings	1096.086	941.818	1392.132
Total borrowings	1809.908	1401.834	1827.886
Debt/Equity ratio	1.103	0.738	0.879

YEAR-ON-YEAR GROWTH

Year on Year Growth	31.03.2012	31.03.2013	31.03.2014
	Rs. In Millions	Rs. In Millions	Rs. In Millions
Sales	3,541.429	3,819.514	4,206.997
		7.852	10.145

NET PROFIT MARGIN

Net Profit Margin	31.03.2012	31.03.2013	31.03.2014
	Rs. In Millions	Rs. In Millions	Rs. In Millions
Sales	3,541.429	3,819.514	4,206.997
Profit	360.426	384.363	297.072
	10.18%	10.06%	7.06%

LOCAL AGENCY FURTHER INFORMATION

CURRENT MATURITIES OF LONG TERM DEBT DETAILS

Rs. In Millions

PARTICULARS	31.03.2014	31.03.2013	31.03.2012
Current maturities of long term debt	314.372	304.941	235.678
Total	314.372	304.941	235.678

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	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]	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	Yes

UNSECURED LOAN:

Particulars	31.03.2014 Rs. In Millions	31.03.2014 Rs. In Millions
Cash credit from banks	0.000	0.134
Packing credit loan from banks	66.111	0.000
Total	66.111	0.134

CORPORATE INFORMATION

The Company is a public Company domiciled in India and incorporated under the provisions of the Companies Act, 1956. Its shares are listed on two stock exchanges in India. The Company provides print solutions to client, which mainly includes value engineering, creative designing, pre-press, printing, post-press, knitting and assembly, warehousing, dispatch, database management, sourcing and procurement, localization and web based services.

PERFORMANCE REVIEW

In the current year there has been an 11% growth of revenues from Rs.3803.400 Millions in 2013 to Rs.4207.00 Millions in 2014. The Operating Profit has also grown from Rs.686.800 Millions to Rs.729.000 Millions. The profit before tax has come down from Rs.415.700 Millions to Rs.370.700 Millions and PAT is down to Rs.297.100 Millions from Rs.384.400 Millions after the pre-launch expenses of RAPPLES (Repro Applied Learning Solutions) of Rs.101.200 Millions incurred during the year which has been charged to the Statement of Profit and Loss. The export domestic ratio for the year is 47:53.

The Ministry of Company Affairs (MCA) by General Circular No 2/2011 dated February 8, 2011 has granted an exemption to the Companies from complying with Section 212 of the Companies Act, 1956 provided such companies fulfill conditions mentioned in the said circular.

The Board of Directors of the Company at the meeting held on May 20, 2014 approved the Audited Consolidated Financial Statements for the financial year 2013-14 in accordance with the Accounting Standard (AS-21) and other Accounting Standards issued by the Institute of Chartered Accountants of India as well as Clause 32 of the Listing Agreement, which include financial information of its subsidiaries and forms part of this report. The Consolidated financial statements of the Company for the financial year 2013-14 have been prepared in compliance with applicable Accounting Standards and where applicable Listing Agreement as prescribed by the Securities and Exchange Board of India. The consolidated accounts have been prepared on the basis of audited financial statements received from subsidiaries as approved by their respective Boards.

The Annual Accounts and the financial statements of the subsidiary Companies of the Company and related detailed information according to Section 212 of the Companies Act, 1956 shall be made available to members on request and are open for inspection at the Registered Office of the Company. The Company has complied with all the conditions as stated in the above circular and accordingly, has not attached the financial statements of its subsidiary companies for the financial year 2013-14. A statement of summarised financials of the two subsidiaries of the Company including capital, reserves, total assets, total liabilities, details of investment, turnover, etc.,

BUSINESS HIGHLIGHTS

One of the Company’s main strategies has been its focus on education. The Company’s vision remains to continue enabling quality educational content – through the digital and print medium- so that it can partner in the change it can make in millions of lives and share the benefit of this growth with its stakeholders.

The impact of change in the new methods of education, digitisation and social media have been immensely felt during the last year. During the year, the Company has been focusing on gearing up for this change. By remaining flexible and responsive, the Company has been able to anticipate and plan for the future. As a response to this change, the Company has changed its investment strategy towards the direction of increased digitisation that has enabled the Company take concrete steps to plan for the digital wave that the world is experiencing.

One of the main outcomes of the Company’s investment strategy has been the launch of Repro Applied Learning Solutions (Rapples) - the 360 degree multi-sensory learning experience with pre-loaded textbooks delivered on a tablet. Rapples will revolutionise education in several ways. It will convert education from being teacher centric to student centric. It will give students an enhanced learning experience, with all the benefits of multimedia like interactivity, animation, video links, etc. Students will no longer have to carry the burden of heavy bags. It is minimally disruptive, which means it integrates into a school’s current system. A major differentiator is that teachers of schools will choose the textbooks they wish to use on Rapples. The official launch of Rapples in February at the Delhi Book Fair – by students and principals received an overwhelming response. It is already in advanced pilots in several schools across India.

The Company has recognised that an initiative like this requires substantial investment. But also, an initiative like this is bound to have a revolutionary impact. We have backed this initiative over the last year with an investment of R 10.12 Crore and we expect the return on this to start flowing in the coming years.

Their strategy of value addition and growth has paid off handsomely in the domestic market. Their market in India has grown by over 39% through the last financial year. Better planning, sourcing and deliveries were all achieved thanks to their focus on value engineering. Several initiatives have added value to their clients and resulted in margin growth. Among these is the Print-On-Demand solution that gives clients a value added solution to low runs, and has helped us garner a greater margin in existing businesses. A strategy of building contractual relationships for continued and sustained business has further helped us drive volume and margins.

During the last year, we have focused on the strategic objective of investing in the new digital initiative, we have balanced it with a focus on decreasing debt through collections and mitigating potential risks in financial terms. This is also important since in the export markets, we have a longer business cycle. This has also led to a more diligent selection of orders from private publishers enabling us to balance lower turnovers but ensure better cash flows.

Their strategy of setting ourselves the highest benchmarks in the areas of Quality, Environment and Infrastructure remained a key focus. By developing a culture of continuous improvement, we have ensured that we adhere to the highest quality certifications including making sure their plants are FSC certified. In addition to other international quality certifications, the ISO 27001:2005 certification for ISMS will be completed in the current financial year. India and Africa have continued to grow as markets and the Company is happy to report that we have a large and committed client base who have demonstrated their loyalty with repeat business year after year. The Company has also added on several new strategic clients, and garnered a majority of market share in African countries.

The Company has built upon its mission of making available quality education to every child. The Company has leveraged its understanding and its industry leadership status to capitalise on the billion dollar, addressable India education opportunity; on the half-a-billion dollar Africa education opportunity; and the Company has built on its strengths in digital content management, relationships with publishers and overall experience in education - to pioneer a ‘one-to-one’ ‘multi-sensory’ digital learning experience.

OVERVIEW

The global education industry has been growing regardless of the ups and downs in the economy. Education remains the key stepping stone for future success of children everywhere in the world. Recent statistics indicate the scenario. There are 1.4 billion students across the world. Higher education remains at the top of the pyramid with a 60% increase in enrolment. And supplementary education demand has grown by 40% over previous year. The total value of the consumer and educational book sectors combined is expected to grow from US$101.6 billion in 2012 to US$104.3 billion in 2017, a CAGR of 1%. This is indicative of the role of education in people’s lives across the world, regardless of geography.

In developing, low-income countries like India and African countries, every additional year of education can increase a person’s future income by an average of 10%. Some facts indicate the need as well as the potential. At US$600 billion, India’s education sector is bigger than that of the US. A sharply rising household spend on education – at 17% annually since ’05, and 19% expected in the next three years is driving the demand for private education in India, with India’s education spend being the 9th highest globally.

India’s yearly growth in education spend, at 15%, is also one of the fastest. Private education revenue is growing

19%, and is expected to touch US$45 billion by 2015. Private players in India are expected to focus on technical education and pre-schools. In emerging markets, India and Africa present significant growth potential with 52% and 60% of population in the school / college age. In terms of the conversion to digital education too, indicators have helped drive Repro’s focus. India’s online education market size is valued at $20 billion and set to grow to $40 billion. The current market size for digitized school products in private schools alone is around $500 million. Blended learning (blended learning courses which contain both classroom and online components) is expected to continue with a growth of 98% expected by 2020. All these indicators have driven Repro’s focus on providing education solutions – while also driving the digital strategy in alignment with customers’ digital needs.

UNAUDITED FINANCIAL RESULTS FOR THE QUARTER ENDED 30^TH SEPTEMBER 2014

(Rs. In Millions)

Particulars	Quarter Ended ( Unaudited)	Quarter Ended ( Unaudited)	Half Year Ended ( Unaudited)
	30.09.2014	30.06.2014	30.09.2014
1. Income from operations
a) Net sales/ Income from operation (net of excise duty)	922.658	923.157	1845.815
b) Other operating income	15.117	26.285	41.402
Total income from Operations(net)	937.775	949.442	1887.217
2.Expenditure
a) Cost of material consumed	467.407	494.757	962.164
b) Purchases of stock in trade	2.698	37.466	40.164
c) Employees benefit expenses	105.950	105.679	211.629
d) Depreciation and amortization expenses	44.511	46.351	90.862
e) Other expenditure	251.629	235.699	487.328
Total expenses	872.195	919.952	1792.147
3. Profit from operations before other income and financial costs	65.580	29.490	95.070
4. Other income	15.198	70.676	85.874
5. Profit from ordinary activities before finance costs	80.778	100.166	180.944
6. Finance costs	12.172	20.468	32.640
7. Net profit/(loss) from ordinary activities after finance costs but before exceptional items	68.606	79.698	148.304
8. Exceptional item	0.000	0.000	0.000
9. Profit from ordinary activities before tax Expense:	68.606	79.698	148.304
10.Tax expenses	12.000	21.500	33.500
11.Net Profit / (Loss) from ordinary activities after tax (9-10)	56.606	58.198	114.804
12.Extraordinary Items (net of tax expense)	0.000	0.000	0.000
13.Net Profit / (Loss) for the period (11 -12)	56.606	58.198	114.804
14.Paid-up equity share capital (Nominal value Rs.10/- per share)	109.038	109.038	109.038
15. Reserve excluding Revaluation Reserves as per balance sheet of previous accounting year
16.i) Earnings per share (before extraordinary items) of Rs.10/- each) (not annualised):
(a) Basic and diluted	5.19	5.34	10.53
ii) Earnings per share (after extraordinary items)
(a) Basic and diluted	5.19	5.24	10.53

Particulars	Quarter Ended ( Unaudited)	Quarter Ended ( Unaudited)	Half Year Ended ( Unaudited)
	30.09.2014	30.06.2014	30.09.2014
A. Particulars of shareholding
1. Public Shareholding
- Number of shares	3310898	3310898	3310898
- Percentage of shareholding	30.36%	30.36%	30.36%
2. Promoters and Promoters group Shareholding-
a) Pledged /Encumbered
Number of shares	--	--	--
Percentage of shares (as a % of total shareholding of the promoter and promoter group)	--	--	--
Percentage of shares (as a % of total share capital of the company)	--	--	--
b) Non Encumbered
Number of shares	7592861	7592861	7592861
Percentage of shares (as a % of total shareholding of the promoter and promoter group)	100.00%	100.00%	100.00%
Percentage of shares (as a % of total share capital of the company)	69.64%	69.64%	69.64%
B. Investor Complaints
Pending at the beginning of the quarter		Nil
Receiving during the quarter		4
Disposed of during the quarter		4
Remaining unreserved at the end of the quarter		Nil

Notes:

1. The above results were reviewed by the Audit Committee and approved by the Board of Directors of the Company at their meeting held on 14th November, 2014.

2. The Company operates in one single business segment of "Value Added Print Solutions”. This, in the context of Accounting Standard 17 on Segment Reporting, as specified in the Companies (Accounting Standards) Rules, 2006, is considered to constitute one single primary segment.

3. The management has reassessed useful life of the Company's fixed assets as per Schedule II of the Companies Act, 2013. Accordingly, depreciation charge for the quarter ended June 30, 2014 is higher by Rs. 37.3 lakhs, quarter ended September 30, 2014 is higher by Rs.2.667 Millions and Rs.77.030 Millions (Net of tax) has been adjusted against opening reserves.

4. With effect from April 01, 2013, the Company has early adopted the principles of hedge accounting as set out in Accounting Standard 30 - Financial Instruments: Recognition and Measurement issued by the Institute of Chartered Accountants of India. Accordingly, as at 30 September 2014, unrealized mark to market loss of Rs.6.397 Millions lakhs in respect of forward contracts against highly probable forecasted transactions qualified for hedge accounting has been recognized in 'Cash Flow Hedge Reserve Account' under Reserves and Surplus.

5. Previous period figures have been reclassified and regrouped wherever necessary.

STANDALONE STATEMENT OF ASSETS AND LIABILITIES

SOURCES OF FUNDS	30.09.2014
EQUITY AND LIABILITIES
(1)Shareholders' Funds
(a) Share Capital	109.038
(b) Reserves & Surplus	2,000.125
(c) Money received against share warrants	0.000
(2) Share Application money pending allotment	0.000
Total Shareholders’ Funds (1) + (2)	2,109.163
(3) Non-Current Liabilities
(a) long-term borrowings	330.325
(b) Deferred tax liabilities (Net)	78.322
(c) Other long term liabilities	0.000
(d) long-term provisions	43.804
Total Non-current Liabilities (3)	452.451
(4) Current Liabilities
(a) Short term borrowings	1,283.934
(b) Trade payables	307.278
(c) Other current liabilities	327.931
(d) Short-term provisions	49.696
Total Current Liabilities (4)	1,968.839
TOTAL	4,530.453
ASSETS
(1) Non-current assets
(a) Fixed Assets
(i) Tangible assets	1,807.423
(ii) Intangible Assets	0.000
(iii) Capital work-in-progress	0.000
(iv) Intangible assets under development	0.000
(b) Non-current Investments	40.748
(c) Deferred tax assets (net)	0.000
(d) Long-term Loan and Advances	729.342
(e) Trade receivables	0.000
(e) Other Non-current assets	15.397
Total Non-Current Assets	2,592.910
(2) Current assets
(a) Current investments	0.000
(b) Inventories	202.686
(c) Trade receivables	1,373.704
(d) Cash and cash equivalents	32.047
(e) Short-term loans and advances	263.083
(f) Other current assets	66.023
Total Current Assets	1,937.543
TOTAL	4,530.453

INDEX OF CHARGE:

Sr. No.	Charge ID	Date of Charge Creation/Modification	Charge amount secured	Charge Holder	Address	Service Request Number (SRN)
1	10429491	07/05/2013	220,000,000.00	Standard Chartered Bank	Narain Manzil,, 23, Barakhamba Road, Delhi - 110001, India	B76480250
2	10360357	01/08/2013 *	400,000,000.00	Citibank N. A.	First International Financial Centre , 9th Floorplot No.C-54, C-55, G-Block, Bkc, Bandra (E), Mumbai, Maharashtra - 400051, India	B83027797
3	10308230	26/09/2011	200,000,000.00	HDFC Bank Limited	Hdfc Bank Housesenapati Bapat Marg, Lower Parel W, Mumbai, Maharashtra - 400013, India	B21511563
4	10195047	22/12/2009	243,000,000.00	DBS Bank Limited	3rd Floor, Fort House, 221, Dr. D.N. Raod, Fort, Mumbai, Maharashtra - 400001, India	A76627306
5	10136886	31/10/2013 *	400,000,000.00	DBS Bank Limited	3rd Floor, Fort House,, Dr. D N Road, Fort, Mumbai, Maharashtra - 400001, India	B89505887
6	10141832	25/05/2011 *	100,000,000.00	Axis Bank Limited	209, Atlanta,, Nariman Point, Mumbai, Maharashtra - 400025, India	B14920078
7	10141833	21/06/2012 *	320,000,000.00	Axis Bank Limited	Corporate Banking Branch,Corporate Office,Grd. Flr, Bombay Dyeing Mills Compound,P. B. Marg, Worli, Mumbai, Maharashtra - 400025, India	B45125242
8	80026312	19/11/2009 *	370,000,000.00	State Bank Of Travancore	Corporate Finance Branch, 112-115 Tulsiani Chember, 1 St Floor, West Wing, 212, Nariman Point, Mumbai, Maharashtra - 400021, India	A74408089
9	80006289	18/03/2013 *	615,000,000.00	Standard Chartered Bank	Crescenzo, 3 A/F, Plot No. C-38 & 39, G Block, Bandra Kurla Complex, Bandra East, Mumbai, Maharashtra - 400051, India	B71199285
10	90235040	02/01/2012 *	1,110,000,000.00	Standard Chartered Bank	Narain Manzil, 23,, Barakhamba Road, Delhi, Delhi- 110001, India	B30361059
11	80053130	27/11/2002	26,500,000.00	Ge Capital Services India	Aifacs Building,1, Rafi Marg,, New Delhi, Delhi - 110001, India	-
12	90234696	30/05/2014 *	340,000,000.00	Ing Vysya Bank Limited	Plot C 12, G Block, 8th Floor, Bkc, Bandra (East), Mumbai, Maharashtra - 400051, India	C05119250

FIXED ASSETS:

· Land

· Building

· Plant and Machinery

· Computer

· Vehicles

· Furniture and Fixture

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.62.65
UK Pound	1	Rs.98.53
Euro	1	Rs.78.02

INFORMATION DETAILS

Information Gathered by :	HTL
Analysis Done by :	RAS
Report Prepared by :	VNT

SCORE & RATING EXPLANATIONS

SCORE FACTORS	RANGE	POINTS
HISTORY	1~10	6
PAID-UP CAPITAL	1~10	6
OPERATING SCALE	1~10	6
FINANCIAL CONDITION
--BUSINESS SCALE	1~10	6
--PROFITABILITY	1~10	6
--LIQUIDITY	1~10	6
--LEVERAGE	1~10	6
--RESERVES	1~10	6
--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	NO
--AFFILIATION	YES/NO	YES
--LISTED	YES/NO	YES
--OTHER MERIT FACTORS	YES/NO	YES
DEFAULTER
--RBI	YES/NO	NO
--EPF	YES/NO	NO
TOTAL		54

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.