MIRA INFORM REPORT

Report Date :

13.09.2007

IDENTIFICATION DETAILS

Name :	PROCALL PRIVATE LIMITED
Registered Office :	BB – 17, Greater Kailash Enclave, Part – 11, New Delhi 110 048
Country :	India
Financials (as on) :	31.03.2006
Date of Incorporation :	03.01.1995
Com. Reg. No.:	55-63992
CIN No.: [Company Identification No.]	U74899DL1995PTC063992
TAN No.: [Tax Deduction & Collection Account No.]	DELP04758F
PAN No.: [Permanent Account No.]	AAACP5794R
Legal Form :	Private Limited Liability Company
Line of Business :	Wholesalers of Electrical Machinery and Suppliers of N E C

RATING & COMMENTS

MIRA’s Rating :

B

RATING		STATUS	PROPOSED CREDIT LINE
26-40	B	Unfavourable & favourable factors carry similar weight in credit consideration. Capability to overcome financial difficulties seems comparatively below average.	Small

Maximum Credit Limit :	USD 60000
Status :	Moderate
Payment Behaviour :	Slow
Litigation :	Clear
Comments :	Subject is and old and established company having moderate track records. Company’s profitability is under severe pressure. It has huge accumulated losses. Payments are reported as slow and delayed. The company can be considered for small to mediocre business dealings with slight caution initially.

LOCATIONS

Registered Office :	BB – 17, Greater Kailash Enclave, Part – 11, New Delhi 110 048, India
Tel. No.:	91-11-24365803 / 41436565
Fax No.:	91-11-24365612 / 41437397
E-Mail :	procall@del.vsnl.net.in procall@agrani.esselgroup.com

DIRECTORS

Name :	Mr. Jawahar Goel
Designation :	Director
Address :	Nand Tara, Oak Drive Vill Sultanpur, Mchrauli, New Delhi, India
Date of Birth/Age :	17.12.1954
Date of Appointment :	22.12.2001
Name :	Mr. Arvind K Narang
Designation :	Director
Address :	203, Odyssey – II, Hiranadani Garden, Powai, Mumbai 400 076, Maharashtra, India
Date of Birth/Age :	31.10.1964
Date of Appointment :	22.12.2001
Name :	Mr. Raju Misra
Designation :	Director
Address :	Hermitage, B – 1, Green Acres Bunglow, Chembur, Mumbai 400 088, Maharashtra, India
Date of Birth/Age :	16.10.1960
Date of Appointment :	22.12.2001
Name :	Mr. K Satyanarayana
Designation :	Director
Address :	305, 3^rd Floor, Alcazar, 11 / 1, Infantry Cross Road, Bangalore 01
Date of Birth/Age :	04.09.1958
Date of Appointment :	08.10.2004
Name :	Mr. Ravinder Kumar Dogra
Designation :	Director
Address :	B -502, 5^th Floor, Shri Darshan CHS Limited, S V P Nagar, Andheri (West), Mumbai 400 003, Maharashtra, India
Date of Birth/Age :	04.02.1960
Date of Appointment :	30.06.2005
Name :	Mr. Aman Seth
Designation :	Director
Name :	Mr. Arora
Designation :	Director
Name :	Mr. Deepak Adlakha
Designation :	Director
Name :	Mr. Amit Sharma
Designation :	Director
Name :	Mr. D S Ahuja
Designation :	Director
Name :	Mr. Gurpal Singh
Designation :	Director
Name :	Mr. Davinder Singh
Designation :	Director
Name :	Mr. Pankaj Mohindroo
Designation :	Additional Director

KEY EXECUTIVES

Name :	Mr. Neeraj Jain
Designation :	Company Secretary
Address :	H No. 4607, Nathan Singh St. Sadar Bazar, Delhi 110 006, India
Date of Birth/Age :	30.10.1970
Date of Appointment :	09.02.2001
Name :	Mr. Rajiv Kataia
Designation :	Chief Executive Officer
Name :	Mr. Vasu Padmanabhan
Designation :	COO

MAJOR SHAREHOLDERS / SHAREHOLDING PATTERN

Names of Shareholders	No. of Shares
ASC Enterprises Limited	5359808
Agrani Wireless Services Limited	5370792
Essel Telecom Holdings Limited	230200
TOTAL	10960800

Equity share breakup (percentage of total equity)

S. No.	Category	Percentage
1	Bodies corporate (not mentioned above)	100.00
	Total	100.00

BUSINESS DETAILS

Line of Business :	Wholesalers of Electrical Machinery and Suppliers of N E C
Products :	Ø Network Operations Income Ø Rental Revenue on Radios Ø Radio Trunking Equipment

GENERAL INFORMATION

Customers :	Agrani Convergence Limited Smarttalk Private Limited Quickcall Private Limited
Bankers :	ICICI Bank Limited, ICICI Bank Towers, Bandra Kurla Complex, Bandra (East), Mumbai 400 051, Maharashtra, India

Banking Relations :	Satisfactory
Auditors :
Name :	MGB and Company Chartered Accountants
Address :	21, Shankar Vihar, Vikas Marg, Delhi 110 092, India
Tel No. :	91-11-42440490
Fax No. :	91-11-22508300
Email :	ljain@mgbco.com

CAPITAL STRUCTURE

Authorised Capital :

No. of Shares	Type	Value	Amount
15000000	Equity shares	Rs. 10/- each	Rs. 150.000 millions

Issued, Subscribed & Paid-up Capital :

No. of Shares	Type	Value	Amount
10960800	Equity shares	Rs. 10/- each	Rs. 109.608 millions

FINANCIAL DATA

[all figures are in Rupees Millions]

ABRIDGED BALANCE SHEET

SOURCES OF FUNDS		31.03.2006	31.03.2005
SHAREHOLDERS FUNDS
1] Share Capital		109.608	109.608
2] Share Application Money		5.092	5.092
3] Reserves & Surplus		25.000	25.000
4] (Accumulated Losses)		(124.377)	(127.059)
NETWORTH		15.323	12.641
LOAN FUNDS
1] Secured Loans		0.000	0.000
2] Unsecured Loans		12.930	14.230
TOTAL BORROWING		12.930	14.230
DEFERRED TAX LIABILITIES		0.000	0.000
TOTAL		28.253	26.871
APPLICATION OF FUNDS
FIXED ASSETS [Net Block]		23.772	25.013
Capital work-in-progress		0.000	0.000
INVESTMENT		0.000	0.000
DEFERREX TAX ASSETS		0.000	0.000
CURRENT ASSETS, LOANS & ADVANCES
	Inventories	3.264	1.957
	Sundry Debtors	7.379	12.760
	Cash & Bank Balances	6.889	3.698
	Other Current Assets	0.000	0.000
	Loans & Advances	16.741	11.345
Total Current Assets		34.273	29.760
Less : CURRENT LIABILITIES & PROVISIONS
	Current Liabilities	28.390	25.994
	Provisions	1.402	1.931
Total Current Liabilities		29.792	27.925
Net Current Assets		4.481	1.835
MISCELLANEOUS EXPENSES		0.00	0.023
TOTAL		28.253	26.871

PROFIT & LOSS ACCOUNT

PARTICULARS		31.03.2006	31.03.2005
Sales Turnover		12.226	7.229
Other Income		72.504	72.011
Total Income		84.730	79.240
Profit/(Loss) Before Tax		3.143	[2.366]
Provision for Taxation		0.461	--
Profit/(Loss) After Tax		2.682	[2.366]
Expenditures :
	Cost of Goods Sold	11.881	7.953
	Network Operating Costs	18.405	15.874
	Personnel Cost	15.673	19.026
	Administrative Expenses	25.117	26.771
Total Expenditure		71.076	69.624

KEY RATIOS

PARTICULARS		31.03.2006	31.03.2005
PAT / Total Income	(%)	3.17	[2.99]
Net Profit Margin (PBT/Sales)	(%)	25.71	[32.73]
Return on Total Assets (PBT/Total Assets}	(%)	5.41	[4.32]
Return on Investment (ROI) (PBT/Networth)		0.21	[0.19]
Debt Equity Ratio (Total Liability/Networth)		2.78	3.33
Current Ratio (Current Asset/Current Liability)		1.15	1.06

LOCAL AGENCY FURTHER INFORMATION

Corporation identity number or foreign company registrations number of the company	U74899DL1995PTC063992
Name of the company	PROCALL PRIVATE LIMITED
Address	BB – 17, Greater Kailash Enclave, Part – 11, New Delhi 110 048, India
This Form is for	Creation of charge
Type of Charges	Book Debts, Movable Property (not being pledge), Floating charge
Particular of the charge holder	ICICI Bank Limited ICICI Bank Towers, Bandra Kurla Complex, Bandra (East), Mumbai 400 051, Maharashtra, India mitul.s@icicibank.com
Nature or description of the instrument creating charge	Deed of hypothecation dated 09.02.2007. Security exclusive charge in favour of the bank by way of hypothecation of the company’s moveable fixed assets and current assets being entire stocks of raw materials, semi finished and finished goods, consumable stores and spares and such other moveable including book debts bill whether documentary or clear, outstanding monies, receivables, both present and future, in a form and manner satisfactory to the bank.
Date of the instrument creating charge	09.02.2007
Amount Secure by the charge	Rs. 200.000 millions
Brief of the principal terms and conditions and extent and operation of the charge	a) Rate of Interest: Term Loan – 1. Fixed at 3.08% p. a. below the ICICI Bank Bench-March Advance Rate. Plus applicable interest tax. If any. The ICICI Bank Bench-march Advance Rate as on date is 13.75% p. a. and the applicable rate as on date is 10.67% p. a. 2. The aforesaid interest rate shall be reset at the end of each year from the date of first drawal of the facility 3. Front end fees is 1% of the facility amount. Letter of credit 0.50% flat on the LC amount. b) Terms of Repayment 5 year tenure with a moratorium of one year from individual disbursement i. e. loan to be paid in 48 equal monthly installments. First installment being due at the end of 13 months from the date of individual disbursements. c) Extent and operation of the charge As per deed of Hypothecation d) Others Security: Collateral pledge of shares of Essel Propack Limited registered in the name of Premier Finance and Trading Company Limited Providing a cover of 1.75 times the outstanding facility amount.

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 records 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 records 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.40.49
UK Pound	1	Rs.82.38
Euro	1	Rs.56.14

SCORE & RATING EXPLANATIONS

SCORE FACTORS	RANGE	POINTS
HISTORY	1~10	5
PAID-UP CAPITAL	1~10	3
OPERATING SCALE	1~10	2
FINANCIAL CONDITION
--BUSINESS SCALE	1~10	5
--PROFITABILIRY	1~10	1
--LIQUIDITY	1~10	4
--LEVERAGE	1~10	4
--RESERVES	1~10	2
--CREDIT LINES	1~10	2
--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	NO
--OTHER MERIT FACTORS	YES/NO	YES
TOTAL		30

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	Unfavourable & favourable factors carry similar weight in credit consideration. 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
NR		In view of the lack of information, we have no basis upon which to recommend credit dealings	No Rating

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