MIRA INFORM REPORT

 

 

Report Date :

11.04.2008

 

 

IDENTIFICATION DETAILS

 

Name :

CALIFORNIA SOFTWARE COMPANY LIMITED

 

 

Registered Office :

1205, D Block, 12th Floor, Tidel Park, Taramani, Chennai 600113, Tamilnadu

 

 

Country :

India

 

 

Financials (as on) :

31.03.2007

 

 

Date of Incorporation :

06.02.1992

 

 

Com. Reg. No.:

22135

 

 

CIN No.:

[Company Identification No.]

L72300TN1992PLC022135

 

 

TAN No.:

[Tax Deduction & Collection Account No.]

CHEC00877C

 

 

Legal Form :

Public limited liability company. Company’s Shares are listed on the Stock Exchange.

 

 

Line of Business :

Providing Software Services

 

 

RATING & COMMENTS

 

MIRA’s Rating :

Aa

 

RATING

STATUS

PROPOSED CREDIT LINE

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

 

Maximum Credit Limit :

USD 2700000

 

 

Status :

Very Good

 

 

Payment Behaviour :

Regular

 

 

Litigation :

Clear

 

 

Comments :

Subject is a well established and reputed company having fine track. Available information indicates high financial responsibility of the company. Trade relations are fair. General financial position is good. Payments are reported as usually correct and as per commitments.

 

The company can be considered good for normal business dealings.  

 

 

LOCATIONS

 

Registered Office :

1205, D Block, 12th Floor, Tidel Park, Taramani, Chennai 600113, Tamilnadu, India

Tel. No.:

91-44-22543905 / 22541080 / 22541464 / 2254 0419 / 2007

Fax No.:

91-44-22542902

E-Mail :

info@calsoft.co.in

info@calsoftgroup.com 

Website :

http://www.calsoft.co.in

 

 

Corporate Office :

5th Floor, Elnet Software City, TS 140, CRT Road, Taramani, Chennai - 600 113, Tamilnadu, India

Tel. No.:

91- 44 - 2254 1464/1080

Fax No.:

91-44-22542902

E-Mail :

investor@calsoft.co.in

info@calsoftgroup.com

 

 

DIRECTORS

 

Name :

Mr. Robert V. Chandran

Designation :

Chairman

 

 

Name :

Mr. Clude Michael Bandy

Designation :

Chairman

 

 

Name :

Mr. S. (Sam) Santhosh

Designation :

Managing Director and Chief Executive Officer

 

 

Name :

Mr. Fuminobhu Oda

Designation :

Non Executive Director

 

 

Name :

Mr. Dan George Peterson

Designation :

Non Executive Director

 

 

Name :

Dr. T. T. Narendran

Designation :

Independent Director

 

 

Name :

Dr. P. J. George

Designation :

Independent Director

 


 

KEY EXECUTIVES

 

Name :

Mr. Sudhir Anand

Designation :

Company Secretary & Compliance Officer

 

 

Name :

Mr. V. S. Navin Shushant

Designation :

Company Secretary

 

 

Name :

Dr. J.K. Nair

Designation :

Executive Vice President & COO

 

 

Name :

Mr. K. Narasimha Nayak

Designation :

Chief Financial Officer

 

 

Name :

Mr. Bob Byrnes

Designation :

Senior Vice President, Sales

 

 

Name :

Mr. Dan George Peterson

Designation :

President & CEO Informed Decisions Corporation

 

 

Name :

Mr. Yoto Haramoto

Designation :

President - CODEX Company Limited

 

 

Name :

Mr. Vedante Srihari

Designation :

Managing Director - Inatech Solutions

 

 

MAJOR SHAREHOLDERS / SHAREHOLDING PATTERN

 

AS ON 31st March 2007

 

Names of Shareholders

No. of Shares

Percentage of Holding

Promoter group:

 

 

Promoter Director & Relatives

565796

6.25

Foreign Bodies corporate

2773963

30.67

Promoter group subtotal

3339759

36.92

Public shareholding

 

 

Financial Institutions-Indian

300

0.00

Foreign Institutional investors

3230

0.04

Bodies Corporate

1107833

12.25

Individual shareholders-holding nominal capital upto Rs 0.100 Million each

1888184

20.87

Individual shareholders-holding nominal capital in excess of Rs 0.100 Million each

2646729

29.25

Others

60821

0.67

Public shareholding sub-total

5706647

63.08

Total

9046406

100.00

 

 

BUSINESS DETAILS

 

Line of Business :

Providing Software Services

 

 

Products :

Product Description

ITC Code No

Computer Software

85249009

 


 

 

GENERAL INFORMATION

 

Bankers :

Canara Bank

 

 

Facilities :

SECURED LOANS

Rs. In Millions

Canara Bank term loan

14.551

(Secured by charge over the building, machinery & equipment)

 

Canara Bank DPN Loan

5.465

(Secured by charge over the building, machinery & equipment)

 

Canara Bank PCFC Loan

44.873

(Secured by charge over the building, machinery & equipment and Bills)

 

Car Loan UAE

0.541

(Secured by hypothecation of car)

 

ICICI Bank Hire Purchase loan

0.000

(Secured by hypothecation of Optra car)

 

Total

65.430

UNSECURED LOANS

 

Zero % Unsecured Fully Convertible Debentures Issued to Andorra Services Inc.

83.250

 

 

 

Banking Relations :

Satisfactory

 

 

Auditors :

 

Name :

Tomy & Francis

Chartered Accountants

 

 

Associates/Subsidiaries :

  • CSWL Inc. USA
  • Chemoil corporation USA
  • Chemoil ITC Private Limited, Singapore
  • California Advanced Management
  • Services Private Limited, Chennai
  • Team Front Line Limited , Cochin
  • Andorra Services Inc
  • Codex Co. Limited, Japan
  • Web Spectrum Software Limited, Chennai
  • Inatech InfoSolutions Private Limited, Bangalore (IISL)
  • EastPoint Solutions Limited, Chennai (ESL)
  • Inatech Solutions Limited, UK (ISLUK)

 

 

CAPITAL STRUCTURE

 

AS ON 31.03.2007

 

Authorised Capital :

No. of Shares

Type

Value

Amount

12000000

Equity Shares

Rs. 10/- each

Rs. 120.000 Millions

 

 

Issued, Subscribed & Paid-up Capital :

No. of Shares

Type

Value

Amount

9046406

Equity Shares

Rs. 10/- each

Rs. 90.464 Millions

 

 

FINANCIAL DATA

[all figures are in Rupees Millions]

 

ABRIDGED BALANCE SHEET

 

SOURCES OF FUNDS

 

31.03.2007

31.03.2006

31.03.2005

SHAREHOLDERS FUNDS

 

 

 

1] Share Capital

90.464

49.211

47.600

2] Share Application Money

0.000

0.000

0.000

3] Reserves & Surplus

596.822

297.900

235.200

4] (Accumulated Losses)

0.000

0.000

0.000

NETWORTH

687.286

347.111

282.800

LOAN FUNDS

 

 

 

1] Secured Loans

65.430

30.491

11.100

2] Unsecured Loans

83.250

0.000

0.000

TOTAL BORROWING

148.680

30.491

11.100

DEFERRED TAX LIABILITIES

2.500

3.721

0.000

 

 

 

 

TOTAL

838.466

381.323

293.900

 

 

 

 

APPLICATION OF FUNDS

 

 

 

 

 

 

 

FIXED ASSETS [Net Block]

77.566

68.679

56.100

Capital work-in-progress

23.669

0.000

0.000

 

 

 

 

INVESTMENT

333.518

102.584

95.100

DEFERREX TAX ASSETS

0.000

0.000

0.000

 

 

 

 

CURRENT ASSETS, LOANS & ADVANCES

 

 

 

 

Inventories

0.000

0.000

0.000

 

Sundry Debtors

290.764

173.042

105.700

 

Cash & Bank Balances

52.998

30.407

30.000

 

Other Current Assets

40.489

21.532

0.000

 

Loans & Advances

57.802

31.485

44.400

Total Current Assets

442.053

256.466

180.100

Less : CURRENT LIABILITIES & PROVISIONS

 

 

 

 

Current Liabilities

26.597

32.375

28.500

 

Provisions

15.980

15.410

9.400

Total Current Liabilities

42.577

47.785

37.900

Net Current Assets

399.476

208.681

142.200

 

 

 

 

MISCELLANEOUS EXPENSES

4.237

1.379

0.500

 

 

 

 

TOTAL

838.466

381.323

293.900

 


PROFIT & LOSS ACCOUNT

 

PARTICULARS

 

31.03.2007

31.03.2006

31.03.2005

Sales Turnover

469.169

375.827

250.300

Other Income

5.522

1.412

2.600

Total Income

474.691

377.239

252.900

 

 

 

 

Profit/(Loss) Before Tax

60.160

67.732

30.500

Provision for Taxation

0.651

1.445

1.900

Profit/(Loss) After Tax

59.509

66.287

28.600

 

 

 

 

Earnings in Foreign Currency

461.502

356.286

NA

 

 

 

 

Expenditures :

 

 

 

 

Purchases & Related Expenses

9.764

11.872

 

Employee Costs

307.379

212.025

 

 

General, Administrative & Other Expenses

92.991

68.064

 

 

Selling Expenses

8.272

3.777

222.400

 

Finance Charges

6.493

2.648

 

 

Depreciation

12.531

10.960

 

 

Amortisation / Write offs

0.771

0.162

 

 

Increase/(Decrease) in Finished Goods

[23.669]

0.000

 

Total Expenditure

414.532

309.508

222.400

 

QUARTERLY RESULTS

 

PARTICULARS

 

30.06.2007

30.09.2007

31.12.2007

 Type

 1st Quarter

 2nd Quarter

 3rd Quarter

 Sales Turnover

 124.900

 135.500

 166.000

 Other Income

 0.400

 1.600

 0.300

 Total Income

 125.300

 137.100

 166.300

 Total Expenditure

 119.900

 122.500

 125.500

 Operating Profit

 5.400

 14.600

 40.800

 Interest

 1.300

 2.200

 1.800

 Gross Profit

 4.100

 12.400

 39.000

 Depreciation

 3.300

 3.800

 2.800

 Tax

 0.400

 0.600

 6.200

 Reported PAT

 0.400

 8.600

 30.000

 

KEY RATIOS

 

PARTICULARS

 

31.03.2007

31.03.2006

31.03.2005

Debt-Equity Ratio

0.17

0.07

0.03

Long Term Debt-Equity Ratio

0.12

0.05

0.03

Current Ratio

4.79

4.43

6.73

TURNOVER RATIOS

 

 

 

Fixed Assets

2.88

2.67

2.03

Inventory

39.59

0.00

0.00

Debtors

2.02

2.70

2.91

Interest Cover Ratio

10.26

27.08

20.06

Operating Profit Margin(%)

16.88

21.66

16.74

Profit Before Interest And Tax Margin(%)

14.22

18.73

12.82

Cash Profit Margin(%)

15.35

20.57

15.34

Adjusted Net Profit Margin(%)

12.68

17.64

11.43

Return On Capital Employed(%)

11.04

21.03

11.53

Return On Net Worth(%)

11.50

21.05

10.54

 

 

LOCAL AGENCY FURTHER INFORMATION

 

HISTORY

 

California Software Company (CSCL) was incorporated in Feb.'92 to develop and export software. The company promoted by S Santhosh, T R Sahasranamam and their associates is a joint venture with equity participation from Chemoil Corporation, US (49% stake through its subsidiary Kemoil, Hongkong), a Forbes 400 company and a bunkering major. Chemoil assists the company in marketing, equipment sourcing, etc. CSCL has set up a 100% export-oriented software technology park at Madras, which commenced commercial operations in Oct.'92. It comes under the Software Technology Park, Bangalore, which monitors its activities. 

 
CSCL commenced operations by managing the MIS services for the Chemoil Group of companies, spread over San Francisco, Los Angeles, Houston, New Orleans, Panama, Singapore, Venezuela, Philippines and Denmark. It then expanded its clientele to include Technical Solutions, Act International, International Micro Computer Software, Delta Airlines, etc. In 1994, it took a wholly dedicated 64 KB satellite link between Chennai and San Francisco, to undertake more projects from clients in the US. CSCL has also set up its own world wide web server on the internet to market and distribute software at a low cost.  

 
In Feb.'96, it came out with a public issue to part-finance the expansion of facilities at Madras; set up new facilities at Bangalore and add new facilities to its proposed 100% subsidiary -- CSWL, US. It has also set up a non-trading office in U.K to cover the European market. During 1999-2000, the company has setup a new software development centre at Chennai. 

 
The company had signed an MOU during September 2004,for acquiring upto 51% equity of the well known system integrator, Team Frontline Private Limited 

 
The company has signed an MOU during December 2004,with Web Spectrum Private Limited to acquire the entire 100% equity of Web Spectrum Private Limited which is a Bangalore based unlisted company.

 
The company has opened a branch office in the United Arab Emirates during February 2005.The new office will address the needs of the Middle East and Africa markets.

 

Company Profile

 

California Software Company Limited (Calsoft) is a global solutions company that offers product engineering services and product based business solutions in carefully chosen domains. Their approach is to deliver total solutions to customers leveraging their deep industry, technology and product expertise, along with their strategic global partnerships and alliances.

 

Committed to delivering enduring stakeholder value, Calsoft collaborates with its customers and partners to facilitate them to become high performance businesses. They are specialists in value innovation and are focused on delivering services and solutions that enable organizations to improve effectiveness and reduce costs.

 

Product Engineering Services

 

Calsoft offers concept-to-market R&D and engineering services to its customers across verticals. Their expertise areas include

• Hardware & System Design

• Networking & Communication

• BIOS & Firmware

• Device Drivers

• Embedded & Mobile

 

In each of these segments, they provide product conceptualization & design, development, testing & automation and L3 product support services. In addition, their services include product lifecycle management, hardware design, embedded services, L2 support and offshore R&D Lab/Engineering Development Center. Over the years, they have developed over 80 products for their customers.

 

Business Solutions

 

At Calsoft, they leverage the power of strategic partnerships to deliver business solutions. Their offerings to enterprise customers are built around a set of home grown integrated suite of products as well as third party products. Their personalized approach ensures that their customers get the best value for their needs. Their service portfolio includes enterprise application solutions (consulting, implementation, integration, maintenance & support), application management, hosted application and infrastructure management services. The current focus areas include

 

• Commodities (oil supply chain management, risk management, procurement)

• Construction

• Health Care

• Higher Education (cashiering, bill presentment, collection)

• Hospitality

 

Results of operations: 

 
Consolidated Results: 

 
During the year, the Company on a consolidated basis with all its subsidiaries earned total revenue of Rs. 1689.449 Millions as against Rs.1156.849 Millions earned during the previous year - an increase of Rs.532.600 Millions (nearly 46%). The operating profit during the year Rs.174.020 Millions as against Rs. 98.009 Millions of the previous year. After taking into account the tax provisions and adjustments for minority interest, prior period adjustments and extraordinary items if any, the profit after tax for the year is Rs.79.676 Millions as against Rs.47.045 Millions of the previous year - an increase of Rs 32.631 Millions (nearly 69%). The results of operations of newly acquired subsidiaries have been consolidated into the accounts from the effective date of acquisition on which the subsidiary relationship came into existence. The results of sustained growth strategy through strategic acquisitions and realignment have started paying results. 

 
Standalone Results: 

 
During the year, the Company on a standalone basis earned total revenue of Rs.498.360 Millions as against Rs.377.240 Millions earned during the previous year - an increase of Rs.121.120 Millions (nearly 32%). The operating profit during the year is Rs.79.955 Millions as against Rs. 81.501 Millions of the previous year - reduced by 2%. After taking into account the tax provisions and adjustments, the profit after tax for the year was Rs.59.509 Millions as against Rs.66.287 Millions of the previous year-a decrease of Rs. 6.778 Millions (nearly 10%). The reduction in margins and profits on standalone basis was mainly due to increase in employee costs, selling, general & administrative expenses. 

 
Business:

 

During the year under report, the Company performed very well and achieved a sales turnover of Rs.469.169 Millions compared to Rs.375.827 Millions (standalone basis) achieved during the last year. The Company expanded operations by adding personnel and additional offshore development space in India. Strong emphasis on marketing & business development led to increased business from existing clients as well as new client acquisition. 
 
Acquisitions: 
 
With the objective of significantly enhancing the scale and size of operations, the Company continued to make strategic acquisitions to achieve growth. During the year, the group made the following synergistic acquisitions in the following companies: 

 
i-Waldron Limited/Codex Company Limited, Japan:  

 
The Company's wholly owned US subsidiary - CSWL Inc. acquired 100% of the shares of Waldron Limited, Hong Kong which holds majority interest of 66.67% in CODEX Company Limited, Tokyo in September 2006. Incorporated in 2003, Codex focuses on providing information technology based solutions primarily in risk management area to leading commodity trading companies in Japan. Codex delivers B2B solutions, trading management systems and various customized packaged solutions to Industry leaders.  

 
ii-Inatech InfoSolutions, India and Inatech Solutions, UK: 

 
The Company acquired majority equity stake of 51% in Inatech InfoSolutions Private Limited Bangalore, India on November 1,2006. Inatech has a wholly owned UK based subsidiary -Inatech Solutions Limited, UK. Inatech is a soecialized Oracle solution provider with a major focus in construction, hitech, manufacturing, distribution and the government sector. The company enjoys the highest level of Oracle partnership - Certified Advantage Partner in the EMEA region. This elite status allows it to service the full range of Oracle products worldwide. 
 
iii-Aspire Communications, India: 

 
In May 2007, the Company has signed a Memorandum of Understanding MoU) to acquire 51% equity in Aspire Communications Private Limited, India and is subsidiary. The MoU is expected to culminate into a final share purchase agreement, subject to necessary approvals and completion of all formalities including diligence before end of August 2007. The acquisition would help the Company to augment its Product Engineering Services. The company has offices in Mysore, Bangalore, and San Jose. Aspire focuses on providing Hardware Design Services to technology companies.  

 
Divestment of majority stake in American HealthNet Inc. (AHN): 

 
With effect from January 1, 2007, with due approvals of the Company, the Company's wholly owned subsidiary CSWL Inc. USA sold about 34% equity interest in AHN to an investment and venture capital company. The sale was necessitated in view of the fact that AHN continued to report losses and the around time was taking significantly more than expected. It was felt that the continued financial support and time it needed before it could turn profitable, could be better provided by a venture capital firm. With this investment, the group's stake in AHN got reduced to about 18% and the results of AHN Inc. does not form part of the consolidated results of the Company with effect from the date of divestment. They however continue to be a minority investor and an outsourced product development partner of AHN. 

 
Proposed Amalgamation of Webspectrum Software Limited with the Company: The Board approved in January 2007 the proposal and the Draft Scheme of amalgamation of the Company's wholly owned subsidiary WebSpectrum Private Limited with itself with an effective date of April 1, 2006 subject to such approvals as may be required from Stock Exchanges, Regulatory Agencies and the Hon'ble High Court of Madras. The scheme and petition for amalgamation are currently under process of hearings in the Hon'ble High court of Madras. As the scheme is yet to be sanctioned, the accounts for the current financial year ended March 31, 2007 have been prepared for the Company as well as wholly owned subsidiary Webspectrum Software Limited on separate basis. Any consequential effects due to amalgamation will be incorporated in the accounts in the financial year in which the scheme is finally sanctioned and becomes effective. 

 
Review of subsidiaries: 

 
CSWL, Inc. USA and its subsidiaries: 

 
CSWL Inc. sales revenues improved to US$28 million (equivalent to Rs.1264.141 Millions approx.) on a consolidated basis during the year, compared to US $20.45 million (equivalent to Rs.901.706 Millions) achieved during the previous year due to acquisitions as well as business growth. The subsidiary made a net consolidated profit of $12,321 (approx. Rs.0.556 Millions) as compared to loss of US$ 482,377 (equivalent to Rs.21.268 Millions) last year. The improvement in profits was due to strategic acquisitions, divestments and better margins in existing operations. The results of existing subsidiaries HealthNet International Inc. and Informed Decisions Corporation are included for the full year under review. The results of Codex Company Limited Japan and its holding company - Waldron Limited have been incorporated with effect from effective date of acquisition of Sept 22,2006. Owing to the divestment of about 34% equity interest CSWL Inc.'s stake in AHN does not meet the standards for consolidation under US GAAP The results of AHN Inc. do not form part of the consolidated results of CSWL Inc. from Jan 1, 2007 onwards. The share of net results on discontinued investments is measured upto Dec 31, 2006 only in CSWL's accounts for the year under review. 


Team Frontline Limited: 

 
Team Frontline has achieved total revenues of Rs.69.046 Millions and a profit of Rs.0.044 Millions in the fiscal year 2006-07 as against the turnover of Rs.66.071 Millions and a loss of Rs.1.010 Millions in the previous fiscal year. The improvement was mainly on account of the improvement in sales combined with reduction in selling and distribution expenditure. 

 
Webspectrum Software Limited: 

 
Webspectrum has achieved total revenues of Rs.75.489 Millions and net profits of Rs.10.005 Millions in the fiscal year 2006-07 as against the turnover of Rs.31.183 Millions and net profits of Rs.2.381 Millions in the previous fiscal year. There was good improvement in margins and profits in the current year on account of the revenues increasing by about 135% in the current year. 

 
Inatech InfoSolutions Private Limited: 

 
The consolidated results of Inatech including its wholly owned UK subsidiary have been taken into the Company's consolidated results with effect from acquisition date of November 1, 2006. For the period of 5 months ended March 31, 2007, Inatech on a consolidated basis reported revenues of Rs.119.463 Millions and net profits of Rs.19.279 Millions. For the full year ended. March 31, 2007 Inatech, on a consolidated basis reported revenues of Rs.169.254 Millions and net profits of Rs.22.782 Millions. (The UK subsidiary is consolidated only with effect from Nov 1,2006 being the date on which it became a wholly owned subsidiary of Inatech, India). The performance is on the lines of the expectations of the Company.  

 
EastPoint Solutions Limited: 

 
This company was incorporated as a wholly owned subsidiary in the year under review in order to make appropriate foray in Business Process Outsourcing area (BPO) either on start up basis or with suitable investments/acquisitions of existing companies in this space. As on date the company is yet to commence any commercial activity and there are no revenues or profits for the period ended March 31,2007. 

 
Industry Structure and Developments: 

 
* In 2006, the global technology spending was estimated to be in the order of $1579 billion. Of this, IT software services accounted for $471 billion and packaged software industry contributed $229 billion, while BPO activity and hardware generated $423 billion and $457 billion respectively. 

 
* The estimates of annual growth rates of information technology spend for the next 5 years range from 5% to 8% 
 
* It is estimated that India accounts for $24 Billion (about 3%) of the software services and products segment. The Indian IT industry is growing at about 30% annually. 

 

* There are over 1000 software companies in India. 

 
* India is a major outsourcing destination with over 60% market share. 

 
* The world's leading software and consulting companies are active in India. 

 
Changes in the global economic environment have forced businesses worldwide to focus more on sustainable revenue and profit. Out of every new IT investment, customers expect lasting value. Therefore the success of IT companies clearly depends on anticipating market trends and building capabilities to respond adequately. While on one end highly competitive market conditions are pulling down companies to reduce the prices, on the other side increasing wage pressures are boosting the cost of operations. The overall size of the company is increasingly becoming vital in attracting and retaining customers and employees. World over and more so in India, software industry is moving towards a pattern of consolidation. In this context growing operations in size and building domain knowledge, while simultaneously focusing on profit margins is a challenge. 

 

Outlook and Strategy for Growth: Against the backdrop of this scenario, Calsoft has embarked upon an expansion program, which is a judicious mix of organic and inorganic growth. Through organic growth, they plan to consolidate their current strengths while they aim to build upon key solutions and capability, and extend their market reach through synergistic acquisitions. 

 

Contingent liabilities

 

 

As on 31.03.2007 [Rs In Million]

Income Tax Demands Disputed /in Appeals

32.413

 

The Company has received demand notices/or is in appeals with Income Tax Appellate Tribunal/Commissioner of Income Tax (Appeals), Chennai as detailed below :

 

Assessment year

Demand amount

[RS in Millions]

Status

1997-1998

0.564

Appeal filed by IT Department in Tribunal against the order of Commissioner of IT

2000-2001

1.085

Appeal filed with IT Appellate Tribunal

2001-2002

1.524

Appeal filed with IT Appellate Tribunal.

2002-2003

12.822

Appeal filed with IT Appellate Tribunal

2003-2004

1.242

Appeal filed with IT Appellate Tribunal

2004-2005

15.176

Appeal filed with Commissioner of Income Tax (Appeals)

 

b. Bank Guarantees as of March 31, 2007 availed against which the Company will have to pay the banks who have issued these guarantees in case the parties to whom they are issued invoke the guarantees –

i) For Customs Duty Rs. 0.787 Millions

ii) For others: Emirates Bank, Dubai, Performance Guarantee issued Rs. 1.157 Millions Canara Bank, Chennai-Tidel Park branch- Performance Guarantee issued Rs. 2.178 Millions

 

Corporate Guarantees

 

i) Company has given a corporate guarantee to Canara Bank, Bangalore for the Working capital limits granted by the bank to Company's wholly owned subsidiary Webspectrum Software Limited (WSL) to the extent of Rs 2.500 Millions and the limit continues operational as on March 31, 2007. (Borrowing availed on March 31,2007 by WSL- Rs. Nil)

 

ii) Company has given a corporate guarantee to Bridge Bank, USA for the Bills discounting line of credit granted by the bank to its wholly owned subsidiary - CSWL Inc. to the extent of US $ 2 million (Approx Rs 87.180 Millions). As of March 31, 2007 the limit continues to be operational and borrowings availed by CSWL Inc. under this line on March 31, 2007 were US$877361 (Rs. 38.244 Millions)

 

Fixed Assets

 

 

AS PER WEBSITE

 

Subject is a global solutions company that offers product engineering services and product based business solutions in carefully chosen domains. Their approach is to deliver total solutions to customers leveraging their deep industry, technology and product expertise, along with their strategic global partnerships and alliances.

 

Committed to delivering enduring stakeholder value, Calsoft collaborates with its customers and partners to facilitate them to become high performance businesses. They are specialists in value innovation and are focused on delivering services and solutions that enable organizations to improve effectiveness and reduce costs.

 

Product Engineering Services

 

Calsoft offers concept-to-market R&D and engineering services to its customers across verticals. Their expertise area include

 

 

In each of these segments, they provide product conceptualization & design, development, testing & automation and L3 product support services. In addition, their services include product lifecycle management, hardware design, embedded services, L2 support and offshore R&D lab/Engineering Development Center. Over the years, they have developed over 80 products for their customers.

 

Enterprise Solutions

 

Calsoft Enterprise Solutions (Calsoft) is racing ahead to become the leaders in Enterprise solutions space world over. They are passionate about technology and its potential to transform business.

 

Their mission and values are to assist their customers realize their full potential by turning data into information, harnessing information, and transforming ideas into action. Their customer centric approach enables us to offer comprehensive services that ensure successful business outcomes.

 

Their solutions can be broadly classified into enterprise resource planning, customer relationship management and enterprise information management. Their solutions portfolio leverages products, tools and technologies developed by Oracle, Microsoft, Siebel, iLOG and K2. They make their customers successful in the enterprise and mid market space by delivering result-oriented solutions that give them a competitive edge in the market.

 

Calsoft’s growth strategy is built on the co-ordinates of predictability, sustainability and profitability. After having consolidated the core aspects necessary for organic growth, the company started focusing on synergistic acquisitions and value enhancement through strategic partnerships.

 

Calsoft’s wholly owned US subsidiary CSWL Inc. has signed a MoU to acquire a minimum of 66% equity in CODEX Company Limited, Tokyo (Codex). Codex is a Japanese company that focuses on providing information technology based solutions to leading commodity trading companies in Japan. Codex is instrumental in delivering B2B solutions, trading management systems and various customized packaged solutions to Industry leaders like Itochu Corporation and Itochu Petroleum.

 

The distribution agreement between Calsoft and Adobe Systems Inc. (Nasdaq: ADBE) allows Calsoft to license, distribute, and integrate the Macromedia Flash Player SDK and Macromedia Flash Lite into embedded and handheld devices in India, South Asia, and U.S. markets.

 

CSWL, the wholly owned U.S. subsidiary of Calsoft has joined the Phoenix Technologies (Nasdaq: PTEC) Trusted Partner Network. This provides profitable opportunities for software developers, resellers, distributors, and independent consultants that build and sell products based on the Phoenix TrustedCore™ Core System Software. CSWL’s Boston office is the exclusive distributor of Phoenix BIOS product in the East Coast of U.S.

 

Another segment, which is more or less recession proof, is higher education. By taking a majority stake in U.S based Informed Decisions Corp. (IDC), Calsoft further strengthened its offering in the Enterprise solutions space. IDC’s flagship product suite, CASHNet, provides cashiering, bill presentment and collection solutions to leading colleges and universities. The company has a customer base of over 65 leading colleges and universities in the US.

 

The addition of WebSpectrum Software Limited to Calsoft’s Technology Division strengthened its Networking and Communications program. Besides delivering quick results with additional orders from customers like Nortel Networks and Symettricom, the acquisition further consolidated the company’s footing in the technology solutions space.

 

Management Team

 

Under the direction of Calsoft’s management and technical team, the company maintains its leadership position delivering enterprise, commodities, and technology solutions. This group of goal-oriented, results-driven senior executives guide the company to its next level of growth and success.

 

Mr. S. (Sam) Santhosh, Managing Director & Chief Executive Officer

 

Mr. S. (Sam) Santhosh is Managing Director & CEO of California Software Company Limited (Calsoft). Mr. Santhosh founded Calsoft in 1992 with the vision to deliver value-added solutions to U.S customers. He established strong relationship with Chemoil Corporation (a San Francisco based global oil conglomerate) who later went beyond being a customer to become a joint venture partner. The relationship with Chemoil helped Calsoft to gain a good insight into Fuel Oil Bunkering Industry and enabled the company to built several unique solutions for the industry.

 

Sam’s technology vision saw him creating a new range of products in the CAD viewer market. In 1995, he lead a young team visualize, develop and market Dr.DWG suite of products and redefined the entire CAD Viewer market in the U.S. Having gained a good expertise in product development and sensing a market opportunity for software product development services, Sam focused on technology companies. The next few years saw Calsoft emerging as a leading player in the technology arena in the Silicon Valley. Products were developed for several companies including HP, Nortel Networks, Sony, and Affymetrix. In 1999, to reduce dependence in the U.S market, Sam set up offices for Calsoft in U.K, Japan and Singapore. Along with the Technology downturn in 2000-01, Sam restructured the company placing more focus on offshore development. During the next two years, Sam set up the Commodities Division to address the larger market beyond the fuel-oil industry. The following year an exclusive Division to address the needs of the enterprise market was set-up in alignment with Microsoft Business Solutions.

 

Mr. Santhosh works based out of Pleasanton California, where he directly manages the operations of Calsoft’s wholly owned U.S Subsidiary, California Software Labs (CSWL Inc.).

 

He has an MBA from IIM Calcutta, with an emphasis in Management Information Systems, and a degree in Engineering.

 

Dr. J.K. Nair, Executive Vice President & Chief Operating Officer

 

Dr. J.K. Nair is Executive Vice President & COO of the Company's operations in India and its offices abroad.

 

Dr. Nair has over two decades of professional experience. Besides overseeing Calsoft group’s operations in India and all its international locations, his responsibilities include leading new strategic initiatives, people function, facilities, business assurance and knowledge management activities. He has assisted several fortune 500 corporations to achieve and sustain high performance and has managed some of the most prestigious and strategic global customers.

 

Prior to Calsoft, Dr. Nair had occupied senior management positions in functions such as pre-sales, implementation and delivery. He was associated with several global initiatives. and was integral to setting and building a totally new business line. Playing multiple roles, he established a strong and reliable ecosystem of customers, partners, sales and internal delivery teams to ensure predictable, sustainable and profitable business. His other significant professional achievements include spearheading several strategic consulting assignments and establishing numerous delivery and competency centers.

 

An active academician and researcher, Dr. Nair has published over two dozen articles and has supervised several undergraduate and post-graduate theses. He serves on the panel of referees for the International Journal of Production Research, the Europe Journal of Operational Research and the International Journal of Production Economics and serves as a guest faculty at some of the leading schools in the world. An Engineer by learning, Dr Nair is an alumnus of IIT Chennai.

 

Mr. Dan George Peterson, President and CEO - Informed Decisions Corp (Subsidiary of Calsoft)

 

Mr. Dan G. Peterson is President and CEO of Informed Decisions Corp. (dba CASHNet®) a California Corporation based in Alameda, California. Mr. Peterson founded CASHNet in 1984 as a software development company specializing in networked business solutions for business, government and educational institutions. By 1995, the company was exclusively focused on its CASHNet cashiering and payment processing products, which were based on a project lead by Mr. Peterson nominated in 1993 for a Smithsonian/Computerworld Award for software excellence in education. Since that time, the company has focused exclusively on the higher education marketplace, winning a reputation as a leader in payment processing and customer service.

 

Mr. Peterson founded his first company, PBL Associates, in 1970 which designed and developed major applications for banking, financial, and government institutions, as well as business systems for manufacturing, distribution and retail enterprises. Selling his share of that company in 1984, Mr. Peterson founded Informed Decisions to take advantage of what he saw as the enormous potential of networked personal computers for strategic enterprise solutions.

 

Mr. Peterson works and lives in the San Francisco Bay Area where CASHNet is based. He is a long time member of TEC, a professional development organization for presidents and CEOs and also a member of the Association for Financial Professionals. He has a Bachelor’s degree in Computer Science from the University of California, Berkeley. His information technology career spans four decades including technical, marketing and senior management responsibilities.

 

Vedante Srihari, Managing Director - Inatech Solutions(Subsidiary of Calsoft)

 

Vedante Srihari is the Managing Director and co-founder of Inatech Solutions with the vision of helping businesses derive the best of their technology solutions.

 

Under his leadership, Inatech aims to become a market leader, in providing business technology solutions. Srihari's overriding concern and the core of his business philosophy is providing optimum value for Inatech's business partners through value-based solutions. To that end, Inatech believes its solutions are geared towards establishing e-business process through optimization of technological solutions by integrating best of breed products.

 

Srihari has been implementing computerized financial systems since 1986 and during this time has gained a wealth of experience spanning all stages of software development and business processes. He has worked on various projects within the Banking and Manufacturing industries.

 

Before starting Inatech Solutions, Srihari was an engineer working with HCL Limited and ITC Limited, one of India's finest organizations. Srihari holds an undergraduate degree in Science, majoring in Mathematics from Osmania University in Hyderabad, India. In addition, he has undergone multiple management training in various facets of business.

 

Press Releases

 

Inatech Receives Applause from Oracle

 

Oracle recognized Inatech for Delivering Customer Success and Commitment to Excellence

 

Chennai, 31st March, 2008 - UK based Inatech Solutions; a part of California Software Company Limited (Calsoft) has been honored by Oracle, for “Customer Success - Applications” at its 2008 UK Partner Awards. Oracle is the world’s largest enterprise software company and Inatech was recognized for its successful R12 Oracle E–Business Suite Implementations at the recently concluded IBM-sponsored event held at The Mayfair Hotel in London.

 

This award is in recognition of Inatech’s continual track record of Customer Satisfaction in Oracle E-Business space and also reflects its commitment to the Oracle customer success programme. Inatech’s ‘Best Practices’ and dedication to deliver ‘Business Value’ to clients have played a major role in winning this award.

 

Mr. Srihari Vedante, Managing Director – Inatech Solutions said, "Getting this prestigious award is very satisfying as it reinforces Inatech’s commitment to customer satisfaction. This is the result of real teamwork and I would like to thank Oracle, our valued customers and every team member for this."

 

About the Oracle PartnerNetwork

 

Oracle Partner Network is a global business network of more than 19,500 companies who deliver innovative software solutions based on Oracle software. Through access to Oracle’s premier products, education, technical services, marketing and sales support, the Oracle PartnerNetwork program provides partners with the resources they need to be successful in today’s global economy. Oracle partners are able to offer to their customers, leading-edge solutions backed by Oracle’s position as the world’s largest enterprise software company. Partners who are able to demonstrate superior product knowledge, technical expertise and a commitment to doing business with Oracle can qualify for the Oracle Certified Partner levels.

 

About Oracle

 

Oracle (NASDAQ: ORCL) is the world’s largest enterprise software company.

 

Trademarks

 

Oracle is a registered trademark of Oracle Corporation and/or its affiliates. Other names may be trademarks of their respective owners

 

About Inatech

 

Inatech is a business technology solutions company that aims to service the specific needs of clients by using pertinent technology that addresses their individual business needs. Founded in 2002, Inatech is a fast growing Worldwide Oracle Certified Advantage Partner and is the preferred partner of global enterprises that are re-engineering their processes and are adapting to rapid changes. Head quartered in London, UK with offices in USA and offshore development centres in India, Inatech is best suited to provide you with the optimum mix of Onsite Offshore services. Being part of Calsoft Group and established by former Oracle managers, Inatech team offers a unique knowledge of Oracle "Best Practice.”

 

About Calsoft

 

California Software Company Limited (Calsoft) is a public limited company in India with a global presence. Its development practices are certified at CMMi Level 5. Founded in 1992, Calsoft group including subsidiaries currently employs over 1000 professionals. The group has development centers in Chennai, Bangalore and Mysore in India and Pleasanton, (California), Alameda (California), Boston (MA) in the USA. Calsoft group has marketing offices in the US, UK, Singapore, Japan, China, Taiwan, Dubai, Hong Kong, Copenhagen and in India. Calsoft is listed in India at NSE (cali.ns) and BSE (cali.bo).


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.39.95

UK Pound

1

Rs.78.91

Euro

1

Rs.63.24

 

 

SCORE & RATING EXPLANATIONS

 

SCORE FACTORS

 

RANGE

POINTS

HISTORY

1~10

8

PAID-UP CAPITAL

1~10

8

OPERATING SCALE

1~10

8

FINANCIAL CONDITION

 

 

--BUSINESS SCALE

1~10

9

--PROFITABILIRY

1~10

7

--LIQUIDITY

1~10

8

--LEVERAGE

1~10

8

--RESERVES

1~10

8

--CREDIT LINES

1~10

8

--MARGINS

-5~5

-

DEMERIT POINTS

 

 

--BANK CHARGES

YES/NO

YES

--LITIGATION

YES/NO

NO

--OTHER ADVERSE INFORMATION

YES/NO

NO

MERIT POINTS

 

 

--SOLE DISTRIBUTORSHIP

YES/NO

NO

--EXPORT ACTIVITIES

YES/NO

YES

--AFFILIATION

YES/NO

YES

--LISTED

YES/NO

YES

--OTHER MERIT FACTORS

YES/NO

YES

TOTAL

 

72

 

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