MIRA INFORM REPORT

Report Date :

13.02.2008

IDENTIFICATION DETAILS

Name :	DATAMATICS LIMITED
Registered Office :	Unit No.189, SDF VI, SEEPZ, Andheri (E), Mumbai – 400096, Maharashtra
Country :	India
Financials (as on) :	31.03.2006
Date of Incorporation :	18.07.1975
Com. Reg. No.:	018439
CIN No.: [Company Identification No.]	U74140MH1975PLC018439
TAN No.: [Tax Deduction & Collection Account No.]	MUMD09898A
PAN No.: [Permanent Account No.]	AAACD1347C
Legal Form :	A Closely Held Public Limited Liability Company.
Line of Business :	Providing IT Solutions and Consultancy Services.

RATING & COMMENTS

MIRA’s Rating :

Ba

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

Maximum Credit Limit :	USD 1539368
Status :	Satisfactory
Payment Behaviour :	Regular
Litigation :	Clear
Comments :	Subject is a well-established and reputed company having satisfactory track. Trade relations are fair. Business is active. Payments are reported as usually correct and as per commitments. The company can be considered normal for business dealings at usual trade terms and conditions.

LOCATIONS

Registered Office :	Unit No.189, SDF VI, SEEPZ, Andheri (E), Mumbai – 400096, Maharashtra, India
Tel. No.:	91-22-28291368/ 67108519/ 67108501/ 28290611
Fax No.:	91-22-28291368
E-Mail :	datamatics@datamatics.com
Website :	www.datamatics.com

DIRECTORS

Name :	Mr. Lalit S. Kanodia
Designation :	Chairman and Whole Time Director
Address :	1201, Red Rose C. H. S. L. 44 Pochankhanwala Road, Worli, Mumbai – 400025, Maharashtra, India
Date of Birth/Age :	30.03.1941
Date of Appointment :	18.07.1975
Email:	cmo@datamaticstech.com
Name :	Mr. Rahul Kanodia
Designation :	Managing Director
Address :	1201, Red Rose C. H. S. L. 44 Pochankhanwala Road, Worli, Mumbai – 400025, Maharashtra, India
Date of Birth/Age :	25.11.1966
Date of Appointment :	01.10.1996
Email:	rahul_kanodia@datamatics.com
Name :	Mr. S S Motilal
Designation :	Executive Director
Name :	Mr. Pradeep Anilkumar Sen
Designation :	Executive Director
Address :	1602 Glen Heights, Hiranandani Gardens, Powai, Mumbai – 400076, Maharashtra, India
Date of Birth/Age :	20.08.1957
Date of Appointment :	22.03.2004
Email:	pradeep_sen@datamatics.com
Name :	Mr. Mahavir Prasad Gupta
Designation :	Director
Address :	132-B, B K Paul Avenue, Kolkata – 700005, West Bengal, India
Date of Birth/Age :	06.08.1931
Date of Appointment :	18.09.1981
Name :	Mr. Subhash C. Bhaitia
Designation :	Director
Address :	14 Bharat Mahal, 2^nd Floor, 86 Marine Drive, Mumbai – 400002, Maharashtra, India
Date of Birth/Age :	09.07.1939
Date of Appointment :	09.06.2000
Email :	bhatia@datamaticsindia.com

KEY EXECUTIVES

Name :	Mr. R B Upadhyay
Designation :	Company Secretary
Address :	5 Kalapi, Dattapada Road, Borivali, Mumbai – 400066, Maharashtra, India
Date of Birth/Age :	22.02.1954
Date of Appointment :	15.07.2002
Name :	Mr. Sunil Gajanan Joglekar
Designation :	Company Secretary
Address :	F-105 Sumer Castle, Uthalsar Naka LBS Road, Thane (West)-400061, Maharashtra, India
Date of Birth/Age :	18.12.1964
Date of Appointment :	18.01.2005
Tel No.:	91-22-25470737

MAJOR SHAREHOLDERS / SHAREHOLDING PATTERN

Names of Shareholders	No. of Shares
Dr. L S Kanodia HUF	50400
Dr. L S Kanodia	288375
Sameer Microtronics Limited	14333658
Mrs. A L Kanodia	300
Mrs. Priya Kanodia	225
Mr. Rahul Kanodia HUF	285562
Mr. Rahul Kanodia	188
Mr. Arvind Panday	6100
Mr. Sandesh V Mokashi	3250
Mr. V V Kanetkar	2600
Mr. Subhash Bhatia	1500
Dr. Chandramauli Dwivedi	75
Mr. Sanjeet Banerji	270
Mr. Kumar Gidwani	137
Mr. Khushroo Pithawalia	500
Mr. Ashok Sharma	180
Mr. Brian Labo	35
Mr. Ravindra M. Popat	35
Mr. Sanjay Bellara	1000
Mr. D Subbaraman	500
Ms. Latha Suresh	750
Mr. Mahesh Jathar	750
Mr. Premal Desai	500
Mr. Jayakumar Sundaram	250
Mr. S V Ramana Rao	50
Ms. Bindu Vakil	150
Mr. K Ramani	750
Mr. Madhav Prabhu	250
Mr. Surendra Rajopadhye	500
Mr. Venu Iyer	1125
Mr. Prakash Naik	1125
Mr. Hemant Satam	750
Mr. Manoj Contractor	562
Ms. Mona Mahajan	562
Mr. Sameer Koppikar	225
Mr. Mahesh Kumar	1125
Mr. Chitanya Gore	750
Mr. Jacob Oommen	150
Mr. Rajendra Singh	75
Mr. Suresh Achhipalia	1875
Mr. Rakesh Goyal	937
Ms. Sudha Iyer	2500
Ms. IIIa Jhaveri	937
Ms. Shobha Karnik	937
Ms. Renu Muralidharan	1875
Mr. Ashok Sharma	750
Mr. Abhijit Kalsekar	100
Mr. Amitkumar C	375
Mr. Ulhas Kulkarni	500
Mr. Prashant Choudhari	100
Mr. Robinder Midha	250
Mr. Kari Dsouzsa	225
Mr. Kishan Sharma	250
Mr. Ramnath Krishnan	500
Mr. Raghunath P	125
Mr. Sanjeev B R Rao	1875
Mr. V. Thiyagarajan	600
Total	15000000
Category	Percentage
Bodies Corporate (Not Mentioned Above)	95.56
Directors or relatives of directors	4.18
Other top fifty (50) shareholders (other than listed above)	0.26
Total	100.00

BUSINESS DETAILS

Line of Business :	Providing IT Solutions and Consultancy Services.
Products :	Sale of Software and Technical Services Networking Security Systems

GENERAL INFORMATION

Bankers :

• State Bank of India

Seepz Branch, Andheri (East), Mumbai – 400096, Maharashtra, India

Facilities :

Secured Loan	31.03.2005 Rs. In Millions
From Financial Institutions
Terms Loans
State Bank of India (Foreign Currency Loan)	86.420
From Banks
Working Capital Loan
Cash/ Packing Credit	36.218
From Others
Hire Purchases Loans	-
Total	122.638

Note :

Working Capital loan from banks is secured by way of a first charge by hypothecation of current assets and by way of a second charges on the company movable fixed assets also lien on term deposit of Rs.5.605 Millions

Foreign Currency term loan from state bank of India is secured by the movable fixed assets both present and future and also by way equitable mortgage on the company immovable properties situated at worli, Mumbai also lien on term deposit of Rs.5.605 Millions

Secured terms loan and working capital loan are covered loan are by personal guarantee of chairman of the company and corporate guarantee by the holding company.

Unsecured Loan
Inter corporate deposite	39.700
Total	39.700

Banking Relations :	Satisfactory
Auditors :
Name :	Kanu Doshi and Associates Chartered Accountant
Address :	158, Udyog Bhavan, Sonawala Road, Goregaon (E), Mumbai – 400063, Maharashtra, India
Associates/Subsidiaries :	Datamatics Intercon Limited Datamatics Software Solution Limited Datamatics Infotech Inc. Datamatics Infotech Limited Datamatics Australia Pty Limited Datamatics (America) Inc. Datamatics Technologies Limited Datascan Services Datamatics Direct Marketing Limited
Holding Company :	Sameer Microtronics Private Limited

CAPITAL STRUCTURE

As on 31.12.2006

Authorised Capital :

No. of Shares	Type	Value	Amount
20000000	Equity Share	Rs.10/- each	Rs.200.000 Millions
15000000	Preference Share	Rs.10/- each	Rs.150.000 Millions
	Total		Rs.350.000 Millions

Issued, Subscribed & Paid-up Capital :

No. of Shares	Type	Value	Amount
15000000	Equity Share	Rs.10/- each	Rs.150.000 Millions
2500000	Preference Share	Rs.10/- each	Rs.25.000 Millions
	Total		Rs.175.000 Millions

FINANCIAL DATA

[all figures are in Rupees Millions]

ABRIDGED BALANCE SHEET

SOURCES OF FUNDS		31.03.2006	31.03.2005	30.09.2004
SHAREHOLDERS FUNDS
1] Share Capital		165.000	150.000	150.000
2] Share Application Money		0.000	0.000	0.000
3] Reserves & Surplus		219.842	214.614	193.169
4] (Accumulated Losses)		0.000	0.000	0.000
NETWORTH		384.842	364.614	343.169
LOAN FUNDS
1] Secured Loans		136.805	122.638	187.626
2] Unsecured Loans		14.695	39.700	10.000
TOTAL BORROWING		151.500	162.338	197.626
DEFERRED TAX LIABILITIES		0.000	0.000	0.000
TOTAL		536.342	526.952	540.795
APPLICATION OF FUNDS
FIXED ASSETS [Net Block]		69.152	81.168	83.390
Capital work-in-progress		117.493	69.306	69.306
INVESTMENT		150.689	179.916	225.448
DEFERREX TAX ASSETS		0.000	0.000	0.000
CURRENT ASSETS, LOANS & ADVANCES
	Inventories	0.000	0.000	0.000
	Sundry Debtors	149.210	178.524	153.274
	Cash & Bank Balances	30.110	25.325	16.795
	Other Current Assets	13.501	12.768	8.412
	Loans & Advances	65.959	63.899	83.087
Total Current Assets		258.780	280.516	261.568
Less : CURRENT LIABILITIES & PROVISIONS
	Current Liabilities	34.624	58.329	75.416
	Provisions	25.148	25.625	23.501
Total Current Liabilities		59.772	83.954	98.917
Net Current Assets		199.008	196.562	162.651
MISCELLANEOUS EXPENSES		0.000	0.000	0.000
TOTAL		536.342	526.952	540.795

PROFIT & LOSS ACCOUNT

PARTICULARS		31.03.2006	31.03.2005	30.09.2004
Sales Turnover		482.213	322.337	519.701
Other Income		3.129	8.350	19.358
Total Income		485.341	330.687	539.059
Profit/(Loss) Before Tax		(24.245)	21.663	7.007
Provision for Taxation		2.671	0.105	0.120
Profit/(Loss) After Tax		(26.916)	21.558	6.887
Export Value		N.A.	N.A.	N.A.
Import Value		N.A.	N.A.	N.A.
Expenditures :
	Salaries, Wages, Bonus, etc.	261.907	120.498	527.797
	Managerial Remuneration	12.908	7.126	4.715
	Payment to Auditors	0.466	0.244	(1.565)
	Interest	9.187	4.866	(27.722)
	Insurance Expenses	2.197	1.395	2.438
	Power & Fuel	5.109	2.303	26.389
	Depreciation & Amortization	14.532	6.838	0.000
	Other Expenditure	203.282	165.753	0.000
Total Expenditure		509.588	309.023	532.052

KEY RATIOS

PARTICULARS		31.03.2006	31.03.2005	30.09.2004
PAT / Total Income	(%)	(5.54)	6.51	1.28
Net Profit Margin (PBT/Sales)	(%)	(4.99)	6.72	1.35
Return on Total Assets (PBT/Total Assets}	(%)	(7.39)	5.99	2.03
Return on Investment (ROI) (PBT/Networth)		(0.07)	0.06	0.02
Debt Equity Ratio (Total Liability/Networth)		0.55	0.67	0.86
Current Ratio (Current Asset/Current Liability)		4.33	3.34	2.64

LOCAL AGENCY FURTHER INFORMATION

Form 8:

Corporate identity number (CIN) Foreign company registration number	U74140MH1975PLC018439
Name of the Company	DATAMATICS LIMITED
Address	Unit No.189, SDF VI, SEEPZ, Andheri (E), Mumbai – 400096, Maharashtra, India
This form is for	Creation of charge
Type of Charge	Movable Property (not being pledge)
Particulars of the charge holder	State Bank of India Seepz Branch, Andheri (East), Mumbai – 400096, Maharashtra, India Sbi.03473@sbi.co.in
Nature or description of the instrument(s) creating or modifying the charge	Loan Cum Hypothecation Agreement
Date of the instrument creating or modifying the charge	26.10.2006
Amount secured by the charge	Rs.0.682 Million
Brief particulars of the principal terms and conditions and extent and operation of the charge	Rate of Interest: Rate of interest 2.25% below state bank advance rate minimum 8.75% p.a. Terms of repayment: Monthly installment of Rs.0.021 Million, Commencing from the month of November, 2006. Till the entire loan with interest is dully repaid. Margin: 20% Extent and operation of the charge: N.A. Others: All other terms and conditions as per sanction Letter
Short particulars of the property charged (including location of the property)	Car No. MH 02 AU 5393 MODEL – HONDA CITY ZX – GXI
Particular of the present modification	N.A.

Name of the company

DATAMATICS LIMITED

Presented By

State Bank of India

New Bank Building, Speez Branch, Andheri (East), Mumbai – 400096, Maharashtra, India

1) Date and description of instrument creating the change

Form C2 – Agreement of Hypothecation of Goods and Assets

Form C1 – Agreement of loan for overall limit

Form C5 – Letter Regarding the grant of Individual Within the overall limit

All the above agreement are dated July 25, 2005 and executed for creating the single charge.

2) Amount secured by the charge/amount owing on the securities of charge

Term Loan of Rs.15.000 Millions

3) Short particular of the property charged. If the property acquired is subject to charge, date of the acquired of the property should be given

All the present and future goods book debts, and all other movable assets of the borrower including document of title to the goods, outstanding, Money receivables claims, bills which are not due and owing to the borrower or which hereafter during the continuances of this security become due and owing to the borrower in the course of this business by any person firm company or body corporate or by the central government or any municipal or local or public or semi governmental body or authority or anybody corporate or undertaking or projects whatsoever. The possession or under the control of borrower wherever lying stored and kept and whether in the possession of the borrower or of the bank or of any third party whether in India or else where through the world (including all such goods, other movables assets as may be in course of shipment transit or delivery)(hereinafter referred to as “the said goods and assets”).

Shall stand hypothecated to the bank by way of first charge (subject, however, to any charge in favour of any third party which may have been notified by the borrower and accepted by the bank as having priority over its own charge) as security for payment and discharge by the borrower to the bank on demand of the sum of Rs.15.000 Millions and all other moneys at any time payable by the borrower to the bank under or in respect of all the aforesaid credit facilities granted or to be granted to the borrower and also security for the payment and discharge of all indebtedness whatsoever or liability of the borrower to the bank in respect to the of any liability undertaken by the bank under ant letter of credit opened or guarantee or indemnity issued by the bank for the borrower or otherwise in respect of any account at any office of the bank (whether in India or elsewhere of whether accrued, accruing or contingent at and whether solely or jointly with others) and any bills of exchanged, promissory notes or installment at any tome drawn, made excepted or in endorsed by the borrower solely or jointly with the other which the bank may discount or become interests in together with all interest, discount, commission, charges, cost (between the advocate and client) and expenses payable to or incurred by the bank in relation thereto provided however that where the bank has at the specisic request of the borrower and in its sole discreption, communicated in writing to the borrower that in respect of any specific item of goods, book debts and other movable assets this charge by way of hypothecation will not operate such goods, book debts and other movable assets shall be deemed as not having been hypothecation to the bank as stated hereinbefore.

4) Gist of the terms and conditions and extent and operation of the charge.

Rate of Interest – 0.75% below SBAR Minimum 9.50% p.a.

Margin –

Item	Cost	Margin	Bank Finance
Vehicles	1.70	10% 0.20	90% 1.50
Total	1.70	0.20	1.50

Repayment Schedule as Follows:

Period	No Of Installments	Rs in million of each Installments	Total Rs. In million
Nov.05 to Mar 06	5	0.300	1.500
April 06 to Mar 07	12	0.300	3.600
April 07 to Mar 08	12	0.300	3.600
April 08 to Mar 09	12	0.300	3.600
April 09	1		0.300
May 09 to Oct 09	6	0.400	2.400
Total	48		15.000

All other terms and conditions as mentioned in loan agreement and sanctioned Letter.

5) Name and Address and description of the person entitled to the charge.

Sate Bank of India

New Bank Building, Speez Branch, Andheri (East), Mumbai – 400096, Maharashtra, India

6) Date and brief description of instrument modifying the charge

N.A.

7) Particulars of modifications specifying the terms and conditions or the extent of operations of the charge in which modification is made and the details of the modification.

N.A.

Fixed Assets:

• Premises
• A C Plant
• Room A/c
• Furniture and Fixture
• Electrical Fitting
• Water Cooler and Fridge
• Office Equipment
• Vehicles
• Plant and Machinery
• Intangible Assets

Website details:

Profile:

The flagship company, Subject is a pioneer in offshore development. It empowers clients with a competitive edge by offering software solutions in numerous areas including: application management; product management; and customized product implementation in ERP, CRM and SCM. DL provides value-added industry solutions in Manufacturing, Transportation, Telecom, Finance, Retail, Utilities, and Government institutions. The company has developed and re-engineered software for some of the well-known companies in the world.

Foreign Currency Transactions

The Functional Currency of company UK Branch is UK pound. For the purpose of incorporating the accounts of the said branch in the accounts of the company, the accompanying financial statements of the said branch are reported in Indian currency. Foreign currency assets and liabilities outstanding at the close of the accounting year are translated to Indian currency at the rates of exchange prevailing on the date of Balance Sheet. Revenue and Expenses are translated into Indian Currency using a monthly simple average exchange rate for the respective period.

Provision for current Tax and Deferred Tax

Provision for current Tax is made after taking into consideration benefit admissible under the provision of the Income Tax Act 1961.

The Company of business units located in and out of Seepz/ Sez.

Units in Seepz/ Sez enjoy a tax holding for a period of ten consecutive years beginning with years in which the unit has begun to manufacture or produce. The tax holdings for each of theses units at various times from March 31, 2005 to March 31, 2009

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.39.65
UK Pound	1	Rs.77.41
Euro	1	Rs.57.62

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	7
--PROFITABILIRY	1~10	5
--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	YES
--AFFILIATION	YES/NO	YES
--LISTED	YES/NO	NO
--OTHER MERIT FACTORS	YES/NO	YES
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	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