MIRA INFORM REPORT

 

 

 

Report Date :

10.07.2008

 

IDENTIFICATION DETAILS

 

Name :

MICROSEC FINANCIAL SERVICES LIMITED

 

 

Formerly Known As :

SATYAM FISCAL SERVICES PRIVATE LIMITED

 

 

Registered Office :

Shivam Chambers, 53 Syed Amir, Avenue, 1st Floor, Kolkata - 700019, West Bengal

 

 

Country :

India

 

 

Financials (as on) :

31.03.2007

 

 

Date of Incorporation :

06.06.1989

 

 

Com. Reg. No.:

21-47002

 

 

CIN No.:

[Company Identification No.]

U65993WB1989PLC047002

 

 

TAN No.:

[Tax Deduction & Collection Account No.]

 CALM07541Cs

 

 

PAN No.:

[Permanent Account No.]

  AADCS7147N

 

 

Legal Form :

A Closely Held Public Limited Liability Company

 

 

Line of Business :

Subject provided services in the areas of Investment Banking, Equity and Commodity Brokerage, Insurance Brokerage and Wealth Management.

 

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 870000

 

 

Status :

Satisfactory

 

 

Payment Behaviour :

Regular

 

 

Litigation :

Clear

 

 

Comments :

Subject is an established company having satisfactory track. Trade relations are fair. Financial position is satisfactory. Payments are usually correct and as per commitments.

 

The company can be considered normal for business dealings at usual trade terms and conditions.

 

 

LOCATIONS

 

Registered Office :

Shivam Chambers, 53 Syed Amir, Avenue, 1st Floor, Kolkata - 700019, West Bengal, India

Tel. No.:

91-33-22830172/ 22830124/ 30512100/ 175

Fax No.:

91-33-22830124/ 30512020

E-Mail :

bmani@microsec.in

Website :

http://www.microsec.in

 

 

Factory  :

8/1 Lal Bazar Street, Kolkata – 700001. West Bengal, India 

 

 

Corporate Office :

Azimganj House 7, Camac Street, 2nd Floor, Kolkata – 700017, West Bengal, India

Email :

mkagarwal@microsec.co.in

 

 

DIRECTORS

 

Name :

Mr. Banwari Lal Mittal

Designation :

Chairman Cum Managing Director

Address :

25D, Harish Mukherjee Road, 3rd Floor, Flat No.3A and B, Kolkata – 700025, India

Date of Birth/Age :

39 years

PAN No.:

ADMPM0065G

Passport No.:

F4841742

Voter ID No.:

HZG3561545

Other Directorship :

  • Microsec Capital Limited
  • Microsec Commerze Limited
  • Microsec Resources Private Limited
  • MIL Technologies Limited
  • Microsec Insurance Brokers Limited
  • Luv-Kush Projects Limited

 

 

Name :

Mr. Sum Bose

Designation :

Director

Address :

34, Abinesh Chandra Banerjee Lane, Kolkata – 700010, West Bengal, India

Date of Birth/Age :

20.01.1968

Date of Appointment :

01.04.1990

 

 

Name :

Mr. Sunil Kumar Sharma

Designation :

Director

Address :

194 A, Maniektoll Main Road, Kolkata – 700054, West Bengal, India

Date of Birth/Age :

10.01.1959

Date of Appointment :

31.05.1989

 

 

Name :

Mr. Parimal Kumat Chattaraj

Designation :

Additional Director

Address :

3 H Singhi Park, 48/3 Hunger Ford Street, Kolkata – 700019, West Bengal, India

Date of Birth/Age :

29.09.1945

Date of Appointment :

28.09.2007

Other Directorship :

  • Tantia Constructions Limited

 

 

Name :

Mr. Ravikant Sharma

Designation :

Director

Address :

Space Town Housing Complex, VIP Road, Raghynathpur, Block 10, Flat 3 L, Kolkata – 700052, India

Date of Birth/Age :

33 years

PAN No.:

AIWPS1830J

Passport No.:

F6213987

Voter ID No.:

WB/21/143/255140

Other Directorship :

  • Microsec Capital Limited
  • Microsec Insurance Brokers Limited
  • Microsec Commerze Limited
  • MIL Technologies Limited
  • Microsec Resources Private Limited

 

 

Name :

Mr. Rakesh Sony

Designation :

Director

Address :

Space Town Housing Complex, VIP Road, Raghynathpur, Block 10, Flat 3 L, Kolkata – 700052, India

Date of Birth/Age :

31 years

PAN No.:

ALDPS1789A

Passport No.:

A6367913

Other Directorship :

  • Microsec Capital Limited
  • Microsec Insurance Brokers Limited
  • Microsec Commerze Limited
  • MIL Technologies Limited
  • Microsec Resources Private Limited

 

 

Name :

Dr. Bidhubhusan Samal

Designation :

Independent Director

Address :

Flat- 1101, Lokhandwala Galaxy, Junction of NM Joshi & KK Marg, Near S. Bridge, Byculla (West), Mumbai- 400 011, India

Date of Birth/Age :

64 Years

Other Directorship :

  • Jaiprakash Associates
  • Surana Industries Limited
  • Zicom Electronic Security Systems Limited
  • Mayfair Hotels and Resorts
  • Shriram Life Insurance Company Private Limited
  • Karn Merchant Bankers Limited
  • Shrijee Foundation (Charitable Trust)
  • ARSS Infrastructure Projects Limited
  • Jaiprakash Power Ventures Limited

 

 

Name :

Mr. Vinod Kumar Kothari

Designation :

Independent Director

Address :

1012, Krishna, 224, AJC Bose Road, Kolkata- 700 017, India

Date of Birth/Age :

46 years

Other Directorship :

  • Vinod Kothari Consultants Private Limited
  • Wise Mens Consultancy Company Private Limited
  • Academy of Financial Services Private Limited
  • Rupa and Company Limited
  • Greenply Industries Limited
  • Association of Leasing and Financial Services Companies.
  • Gontermann-Peipers (India) Limited

 

 

KEY EXECUTIVES

 

Name :

Mr. Biplab Kumar Mani

Designation :

Company Secretary

Address :

82 R K Chatterjee Road, Kolkata – 700042, West Bengal, India

Date of Birth/Age :

31.12.1974

Date of Appointment :

19.02.2007

 

 

Name :

Mrs. Laxmi Narayan Mandhana

Designation :

Chief Finance Officer

 

 

Name :

Mr. Shamik Bhose

Designation :

Executive Director – Commodity Markets

 

 

Name :

Mr. S. Sengupta

Designation :

President – Insurance Broking

 

 

Name :

Mr. Sumit Agarwal

Designation :

President – Corporate Finance

 

 

Name :

Mr. Pankaj Harlalka

Designation :

Senior Vice President – Merchant Banking

 

 

Name :

Mr. Sanjay Kumar Agarwal

Designation :

Vice President - Investment Banking

 

 

Name :

Mr. Ajai Kumar Agrawal:

Designation :

Vice President – Consulting

 

 

Name :

Mr. Manish Kumar Agarwal

Designation :

Asst. Vice President – Compliance

 

 

Name :

Mr. Yogesh Parasrampuria

Designation :

Asst. Vice President – Business Development

 

 

Name :

Mr. Vishal Poddar

Designation :

Asst. Vice President – Wealth Management

 

 

Name :

Mr. Bajrang Lal Agarwal

Designation :

Asst. Vice President - Operations and Finance

 

 

Name :

Mr. Sumit Bhattacharya

Designation :

Asst. Vice President – HRD)

 

 

Name :

Mr. Manav Goenka:

Designation :

Asst. Vice President - Investment Banking

 

 

Name :

Mr. Ashish Bajaj

Designation :

Asst. Vice President – Investment Banking

 

 

Name :

Mr. Naveen Vyas

Designation :

Senior Manager – Research

 

 

Name :

Mr. Mahendra Kumar Yadav:

Designation :

Manager – Accounts

 

 

Name :

Mr. Prabir Kumar Sarkar

Designation :

Sr. Research Analyst

 

 

Name :

Mr. Soumesh Tripathi

Designation :

Sr. Manager- Business Development

 

 

Name :

Mr. Atanu Ghosh:

Designation :

Technology - Head

 

 

Name :

Mr. Avijit Majumder

Designation :

Team Leader – Equity Sales

 

 

Name :

Mr. Ashish Agarwal

Designation :

Team Leader – Equity Sales

 

 

MAJOR SHAREHOLDERS / SHAREHOLDING PATTERN

 

(As on 30.09.2005)

Names of Shareholders

 

No. of Shares

 

 

 

Mr. Sunil Kumar Sharma

 

35000

Mrs. Suman Bose

 

240

Uma Putrva Estate (Private) Limited

 

10000

Radhika Trading Company (Private) Limited

 

94000

Shoparna Securities (Private) Limited

 

243900

Bengal Poly Sacks (Private) Limited

 

6000

Chakaapani Viniyog (Private) Limited

 

6000

Narayan Resources (Private) Limited

 

46000

Gourav Kutir Fivers (Private) Limited

 

46000

Mr. Rajesh Butolia

 

28000

Baba Bholanath Commercial company (Private) Limited

 

229200

Shoparna Bros (Private) Limited

 

46000

Mrs. Durga Devi Sharma

 

12000

Mrs. Rita Sharma

 

3000

 

 

 

Total

 

805340

 

 

Names of Allotted

 

No. of Shares

Allotted

 

 

 

Mr. Banwari lal Mittal

 

4560000

Mrs. Abha Mittal

 

5700

Mr. Ravi Kant Sharma

 

5700

Mrs. Bharati Shrma

 

5700

Mr. Prabhu Dayal Khaitan

 

5700

Mrs. Sushila Devi Khaitan

 

5700

Luv Kush Projects Limited

 

1111500

 

 

 

Total

 

5700000

 

 

(As on 31.03.2007)

Category

 

Percentage

 

 

 

Directors or relatives of directors

 

80.00

Other than fifty shareholders (other than listed above)

 

20.00

 

 

 

Total

 

100.00

 

 

Their shareholding pattern as on date of the Draft Red Herring Prospectus is as set out below:

 

Names of Shareholders

No. of Shares

Percentage of Shares

 

 

 

Promoters

 

 

Mr. Banwari Lal Mittal

11360000

55.93

Mr. Ravi Kant Sharma

876800

4.32

Mr. Rakesh Sony

600000

2.95

Sub Total (A)

12836800

63.20

 

 

 

Promoters Group

 

 

Mrs. Abha Mittal

15700

0.08

Mrs. Bharati Sharma

323200

1.59

Mr. Prabhu Dayal Khaitan

15700

0.08

Mrs. Sushila Devi Khaitan

15700

0.08

M/s Luv-Kush Projects Limited

661500

3.26

Mrs. Kavita Sony

600000

2.95

Ravi Kant Sharma jointly with Luv-Kush Projects Limited as Trustees of Microsec Vision Trust One

1200000

5.91

Rakesh Sony jointly with Luv-Kush Projects Limited as Trustees of Microsec Vision Trust Two

1200000

5.91

Sub Total (B)

4031800

19.85

 

 

 

Directors and employees

 

 

Mr. Laxmi Narayan Mandhana, Mr. Sumit Kumar Agarwal and Mr. Manish Kr. Agarwal as Trustees of Microsec Vision (Employees) Trust

1206400

5.94

Employees

250000

1.23

Sub Total (C)

1456400

7.17

 

 

 

Others

 

 

Others

1985500

9.78

Sub Total (D)

1985500

9.78

 

 

 

Total (A+B+C+D)

20310500

100.00

 

 

BUSINESS DETAILS

 

Line of Business :

Subject provided services in the areas of Investment Banking, Equity and Commodity Brokerage, Insurance Brokerage and Wealth Management.

 

 

 

 

GENERAL INFORMATION

 

No. of Employees :

325

 

 

Bankers :

HDFC Bank Limited

HDFC Bank House Senapati Bapat Marg, Lower Parel West, Mumbai – 400013, Maharashtra, India

3A Gurusaday Road, Kolkata- 700019, India.

Tel: 91-33-22836924

Fax: 91-33-2283 6922

 

ICICI Bank Limited

Rasoi Court, 20 Sir R.N. Mukherjee Road, Kolkata- 700 001, India.

Tel: 91-33-4002 4382

Fax: 91-33-2242 9083

 

ABN AMRO Bank

Azimganj House, 7 Camac Street, Kolkata- 700017, India.

Tel: 91-33-22820990

Fax: 91-33-2282 0844

 

Syndicate Bank

Brabourne Road Branch

 

 

 

Banking Relations :

Satisfactory

 

 

Auditors :

 

Name :

Vidya and Company

Chartered Accountant

Address :

50 Weston Street, 4th Floor, Room No.404, Kolkata – 700012, West Bengal, India

 

 

Statutory Auditors

 

Name :

Arun Sawalka and Company 

Chartered Accountants

Address :

1 Mullick Street, 3rd Floor, Kolkata- 700 007 India.

 

 

Associates/Subsidiaries :

Microsec Capital Limited

U51909WB1995PLC072876

 

Microsec Resources Private Limited

U51109WB1994PTC066509

 

Microsec Insurance Brokers Limited

U67200WB2002PLC095275

 

Microsec Commerze Limited

U74140WB1994PLC066386

 

Mil Technologies Limited

U72200WB2002PLC094642

 

 

 

 

 

 

 

CAPITAL STRUCTURE

 

Authorised Capital :

No. of Shares

Type

Value

Amount

 

 

 

 

35000000

Equity Shares

Rs.10/- each

Rs.350.000 Millions

 

 

 

 

 

Issued, Subscribed & Paid-up Capital :

No. of Shares

Type

Value

Amount

 

 

 

 

12700000

Equity Shares

Rs.10/- each

Rs.127.000 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

127.000

100.000

8.053

2] Share Application Money

0.000

0.000

0.000

3] Reserves & Surplus

46.942

29.125

12.308

4] (Accumulated Losses)

0.000

0.000

0.000

NETWORTH

173.942

129.125

20.361

LOAN FUNDS

 

 

 

1] Secured Loans

0.000

0.000

0.000

2] Unsecured Loans

0.000

0.000

0.000

TOTAL BORROWING

0.000

0.000

0.000

DEFERRED TAX LIABILITIES

0.000

0.000

0.000

 

 

 

 

TOTAL

173.942

129.125

20.361

 

 

 

 

APPLICATION OF FUNDS

 

 

 

 

 

 

 

FIXED ASSETS [Net Block]

56.751

29.923

0.000

Capital work-in-progress

0.000

0.000

0.000

 

 

 

 

INVESTMENT

128.166

131.032

0.000

DEFERREX TAX ASSETS

0.000

0.000

0.000

 

 

 

 

CURRENT ASSETS, LOANS & ADVANCES

 

 

 

 

Inventories

0.000

0.000

20.290

 

Sundry Debtors

0.766

5.060

0.000

 

Cash & Bank Balances

6.925

0.239

0.027

 

Other Current Assets

0.000

0.000

0.000

 

Loans & Advances

5.064

8.451

0.008

Total Current Assets

12.755

13.750

20.325

Less : CURRENT LIABILITIES & PROVISIONS

 

 

 

 

Current Liabilities

19.958

32.815

0.002

 

Provisions

3.772

12.765

0.003

Total Current Liabilities

23.730

45.580

0.005

Net Current Assets

(10.975)

(31.830)

20.320

 

 

 

 

MISCELLANEOUS EXPENSES

0.000

0.000

0.041

 

 

 

 

TOTAL

173.942

129.125

20.361

 

 

 

 

 

 

 

 

 

 

 

 

PROFIT & LOSS ACCOUNT

 

PARTICULARS

 

31.03.2007

31.03.2006

31.03.2005

Sales Turnover

18.954

11.547

0.000

Other Income

20.584

5.486

0.035

Total Income

39.538

17.033

0.035

 

 

 

 

Profit/(Loss) Before Tax

33.651

16.003

0.001

Provision for Taxation

3.778

1.363

0.000

Profit/(Loss) After Tax

29.873

14.640

0.001

 

 

 

 

Expenditures :

 

 

 

 

Salaries, Wages, Bonus, etc.

0.426

0.140

0.016

 

Payment to Auditors

0.120

0.100

0.002

 

Insurance Expenses

0.022

0.000

0.000

 

Power & Fuel

0.124

0.000

0.000

 

Depreciation & Amortization

4.058

0.536

0.000

 

Other Expenditure

1.137

0.254

0.016

Total Expenditure

5.887

1.030

0.034

 

 

KEY RATIOS

 

PARTICULARS

 

 

31.03.2007

31.03.2006

31.03.2005

PAT / Total Income

(%)

75.56

85.95

2.86

 

 

 

 

 

Net Profit Margin

(PBT/Sales)

(%)

177.54

138.59

0.00

 

 

 

 

 

Return on Total Assets

(PBT/Total Assets}

(%)

48.41

36.64

0.00

 

 

 

 

 

Return on Investment (ROI)

(PBT/Networth)

 

0.19

0.12

0.00

 

 

 

 

 

Debt Equity Ratio

(Total Liability/Networth)

 

0.14

0.35

0.00

 

 

 

 

 

Current Ratio

(Current Asset/Current Liability)

 

0.54

0.30

4065.00

 

 

LOCAL AGENCY FURTHER INFORMATION

 

 

HISTORY AND CERTAIN CORPORATE MATTERS

 

Their Company was incorporated as “Satyam Fiscal Services Private Limited” on June 6, 1989. The name of their Company was subsequently changed to “Microsec Financial Services Private Limited” pursuant to a fresh certificate of incorporation issued by the Registrar of Companies, West Bengal at Kolkata, dated October 17, 2005. Their status was subseqsuently changed to a public limited company and the word “private” was deleted from the name of their Company by a special resolution of the members of their Company passed at the Extra Ordinary General Meeting held on October 19, 2005. The fresh certificate of incorporation consequent to change of name was granted to their Company on October 20, 2005 by the Registrar of Companies, West Bengal at Kolkata. Their registered office was initially situated at 8/1 Lal Bazar Street, Bikaner Building, Block –B, Kolkata- 700 001 and subsequently it was shifted to 25D Harish Mukherjee Road, 1st Floor, Kolkata- 700 025 pursuant to a Board resolution dated March 28, 2005 and then it was shifted to Azimgunj House, 2nd floor, 7 Camac Street, Kolkata- 700017 pursuant to a Board resolution dated May 30, 2005 and thereafter the registered office was shifted to their present address at “Shivam Chambers”, 1st Floor, 53 Syed Amir Ali Avenue, Kolkata - 700019 pursuant to a Board resolution dated December 8, 2006.

 

Their Promoters acquired the entire shareholding of the Company from the previous shareholders on October 1, 2005. The Company also held the entire shareholding of Microsec Capital Limited (“MCap”) on November 24, 2005 and Microsec Resources Private Limited (“MRPL”) on February 2, 2006. Since MCap, prior to its acquisition by the Company, held the entire equity share capital of Microsec Commerze Limited (“MCL) and Microsec Risk Management limited (as it then was), on acquisition by the Company, MCL and Microsec Risk Management Limited became the indirect subsidiaries of the Company. Further, MIL Technologies Limited held the entire shareholding of Microsec Technologies Limited as on October 1, 2005 and the entire share capital of MIL Technologies Limited were held by their Company on March 31, 2006 respectively.

 

 

SUMMARY OF BUSINESS, STRENGTHS AND STRATEGY:

 

They are a well-diversified financial services company providing an array of services including investment banking, retail brokerage, wealth management, insurance broking and financing services to corporate/institutional/high net worth individual clients. Further, they are in the process of launching institutional equities and portfolio management services. They are headquartered in Kolkata and they operate from another around 176 business-locations in 49 Indian cities / towns.

 

The Microsec Group operates through Company, and its Subsidiaries. Company, the ultimate holding company of all the Subsidiaries, is an NBFC, registered with the RBI and its main business includes giving loans against shares and rendering advisory services to clients. Their Subsidiaries are Microsec Capital Limited, Microsec Resources Private Limited, MIL Technologies Limited, Microsec Insurance Brokers Limited and Microsec Commerze Limited.

 

 

COMPETITIVE STRENGTHS

 

 

Over the last few years, they have built a superior position in the eastern region both in the equity broking and in the investment banking business. Of their total pan-India network of 176 branches covering 49 cities and towns, 79 branches are located in Kolkata and 117 branches are located in West Bengal as on January 19, 2008. 92.6 % of our gross revenues come from the eastern region as on September 30, 2007.

 

 

 

Their Promoters are actively involved in the day to day management of the affairs of the various companies of the Microsec Group. While Mr. B. L. Mittal is in overall charge of the company, Mr. Ravi Kant Sharma heads the brokerage business and Mr. Rakesh Sony heads the investment banking business. Their Promoters are also supported by a number of professionals with requisite expertise and experience in the various activities of the Company, including investment banking, equity sales and trading and commodities. They believe that the extensive experience and financial acumen of their management and professionals and their active involvement in the operations of the Company provides us with a significant competitive advantage.

 

 

They offer a wide range of financial products and services to their investors which complement each other and this provides cross-selling opportunities. In the retail spectrum, they offer equity brokerage, commodities brokerage, personal financial services (including insurance brokerage and distribution of savings-products), internet trading, LAS etc. In the wealth spectrum, they offer PMS and wealth advisory services. In the institutional spectrum, they offer institutional equity and commodity broking services, investment banking, transaction advisory services and corporate loans.

 

 

 

They believe that their focus on nurturing long-term relationships with companies and serving these companies throughout the course of their development has enabled them to form strong relationships with these clients. Based on their performance, they have received repeat business from many of their clients. Their dedicated focus on client coverage and their ability to provide ongoing and innovative solutions enables them to establish long-term relationships with institutional and high net worth individual clients. They believe that these relationships provide them with an advantage in attracting deal flow and securing transactions. Their dedicated relationship managers act as the single point contact between the client and various other concerned persons in the division.

 

 

BUSINESS STRATEGIES

 

They operate through approximately 176 business locations in about 49 cities/towns of India. They now plan to expand their operations into smaller cities and towns that are either, in their understanding, under-serviced by financial service companies or where they believe they can develop their business. Further,they propose to expand their existing operations.

 

As at September 30, 2007, their operations in the equity broking segment outside the eastern and north eastern region garnered only Rs.3.48 million which constitutes 7.4% our gross revenues. They, therefore, plan to establish a national footprint by entering regions where they do not have a presence including Gujarat, Rajasthan and the southern states. Since they do not have significant operations in these regions, they believe that these regions will afford greater opportunities for growth and expansion. They propose to expand by increasing the network of our branches and are open to growth through the inorganic route including acquisitions. They believe that their proposed expansion complemented by their client-focused relationship management, will allow them to increase their client base and help them increase their market share.

 

To capitalise on the growth in the securities markets and their growing list of clients in the investment banking business, they are continuously strengthening their investment banking team. They propose to increase their presence in this vertical, both in terms of team strength and geographic reach. Expand their product portfolio: In accordance with their strategy of creating an integrated business model, they propose to expand their operations by offering a gamut of financial services including PMS and towards this end, they have also obtained SEBI registration. Further, they have obtained empanelment from a few institutions and have also acquired office space in Mumbai for the purpose of providing institutional broking. Additionally, they propose, through, improved client relationship management, wealth management solutions, convenient and effective channels of distribution, to expand their wealth management business both in overall terms and location wise. They plan to significantly increase their financing, broking and third-party wealth management and financial instruments distribution business. They also plan to launch innovative new products and services in the background of markets as they are foreseen to be emerging with.

 

They intend to further widen their research coverage by increasing the number of companies and business sectors that they cover. They also propose to enlarge their team of research analysts, advisors and dealers to strengthen relationships with their clients.

 

They plan to expand their business primarily by increasing the number of client relationships, as they believe that increased client relationships will add stability to their business. They seek to build on existing relationships and also focus on increasing their client base. They also believe that the rapid growth of the Small and Medium Enterprises (SMEs) offers us a significant opportunity to provide a wide variety of financial services and products to this segment. They also seek to offer their clients, diversified products and services to increase their per capita revenues by selling different products to the same client.

 

 

They propose to pursue strategic acquisition opportunities to enhance their capabilities, address specific industry opportunities to further enhance their industry and technical expertise, expand their operations geographically and benefit from an expanded client base. Presently, the Indian brokerage industry is experiencing significant consolidation involving the growth of corporate brokerage houses and increasing marginalization of small and regional brokers. Stricter regulatory and higher capital requirements have hastened this process, which provide opportunities for well-capitalized, professionally managed corporate brokers to acquire smaller entities and brokers associated with regional exchanges. In conjunction with their strategy of geographical growth towards expansion of their retail business, they intend to selectively target smaller and/ or regionally aligned brokers for acquisition. Simultaneously they also propose to explore opportunities for enhancing institutional equity partnership in the Company.

 

Microsec Financial Services Limited- Consolidated

Statement of Restated Profit And Loss

 

Particulars

31.03.2007

30.09.2007

Income

 

 

Operation:

 

 

Income from Operation

185.540

181.350

Other Income

0.380

2.060

Increase (decrease) in inventory

-

-

Total Income

185.920

183.410

 

 

 

Expenditure

 

 

Operating Expenses

13.120

4.930

Staff costs

25.270

24.680

Administrative Expenses -Operational

22.130

17.410

                                         - Distribution

22.710

2.450

Interest

0.130

0.830

Depreciation

14.520

10.260

Miscellaneous expenditure written off

0.360

1.300

Total Expenditure

98.240

61.840

 

 

 

Net Profit before tax and extraordinary items

87.680

121.570

Provision for taxation

 

 

Income Tax (Including Short Provisions for earlier years, if any)

7.490

20.740

Deferred Tax Charges / (Benefits)

3.470

6.160

Fringe benefit Tax

0.300

0.160

Net Profit after tax and before extraordinary items

76.420

94.510

Extraordinary items (net of tax)

-

-

Net Profit after extraordinary items

76.420

94.510

Earlier year adjustments

-

-

Net Profit after tax

76.420

94.510

 

 

 

Balance in Profit & Loss account brought forward

28.070

83.170

 

 

 

Balance available for appropriation

104.490

177.680

 

 

 

Appropriations

 

 

Transfer to reserve

 

 

General reserve

-

-

Transfer to special reserve under section 45-IC of the Reserve Bank of India Act, 1934,of India

9.570

9.700

 

 

 

Capital redemption reserve

-

27.000

Proposed dividend

10.450

10.000

Tax on proposed dividend

1.470

1.700

Balance in Profit & Loss account

83.000

129.280

 

 

 

Total

104.490

177.680

 

 

Microsec Financial Services Limited.-Consolidated

Statement pf Restated Assets and Liabilities

 

 

Particulars

31.03.2007

30.09.2007

 

 

 

Assets

 

 

Fixed Assets- Gross Block

159.950

168.700

Less : Accumulated Depreciation

35.910

46.170

Net Block

124.040

122.530

Less : Revaluation Reserve

-

-

Net Block after adjustment for Revaluation Reserve

124.040

122.530

 

 

 

Investment

48.150

64.810

 

 

 

Deferred tax assets (Net)

-

-

 

 

 

Current assets, loans and advances

 

 

Stock in trade

2.060

0.850

Receivables

17.860

171.880

Cash & bank balances (Including FDR's)

41.860

57.440

Other current assets

1.860

-

Loans and advances

97.240

241.460

Total

160.870

471.630

Total Assets

333.060

658.970

 

 

 

Liabilities & Provisions

 

 

 

 

 

Deferred tax liability (net)

8.570

14.720

 

 

 

Loan funds

 

 

Secured loans

0.960

92.510

Unsecured loans

-

-

Sub-total

0.960

92.510

Current liabilities and provision

 

 

Current liabilities

67.380

208.370

Provisions

7.910

40.270

Sub-total

75.290

248.640

Total liabilities and provisions

84.820

355.870

 

 

 

Net Worth

248.240

303.100

 

 

 

Represented by:

 

 

Shareholders funds

 

 

Equity Share Capital

100.000

100.000

5% Redeemable Preference Share Capital

27.000

-

Reserves & surplus

121.240

203.100

Less: Revaluation Reserve

-

-

Reserves (Net of Revaluation Reserve)

121.240

203.101

Less: Miscellaneous expenditure not written off

-

-

Total

121.240

203.100

Total Net Worth

248.240

303.100

 

 

Business Overview:

 

They are a well-diversified financial services company providing an array of services including investment banking, retail brokerage, wealth management, insurance broking and financing services to their clients. Further, they are in the process of launching institutional equities and portfolio management services. They are headquartered in Kolkata and they operate from another around 176 business-locations in 49 Indian cities / towns.

 

The Microsec Group operates through Subject and its Subsidiaries. Company, the ultimate holding company of all the Subsidiaries, is an NBFC, registered with the RBI and its main business includes giving loans against shares and rendering advisory services to clients. Their Subsidiaries are Microsec Capital Limited, Microsec Resources Private Limited, MIL Technologies Limited, Microsec Insurance Brokers Limited and Microsec Commerze Limited.

 

MCap and MRPL are 100% subsidiaries of MFSL. Further, MIBL and MCL are 100% subsidiaries of MCap. 80.00% and 20.00% of the shareholding in MTL is held by MFSL and MCap respectively.

 

The group employs approximately 325 employees as of January 18, 2008. In Fiscal 2006 and 2007, their consolidated total income was Rs.125.700 million and Rs.185.920 million respectively. In Fiscal 2006 and 2007, their consolidated profit after taxation was Rs.42.390 million and Rs.76.420 million respectively. Consolidated total income and profit after tax in the 6 months’ period ended September 30, 2007 stands at Rs.183.410 million and Rs.94.510 million respectively.

 

Subject is an RBI registered NBFC and is the ultimate holding company of all the subsidiary companies. Company provides financing (loans against shares) to various Clients, including their broking Clients. Such financing allows Clients to partially pay for a certain amount of stocks up to a sanctioned limit and the balance is then funded by company.

 

Microsec Capital Limited is the Microsec Group’s flagship company and manages the group’s investment banking and equity broking business. MCap is registered with SEBI as a stock broker, a merchant banker, a depository participant and a portfolio manager. It is also in the business of distribution of financial savings products.

 

Microsec Commerze Limited offers services in the commodities market and is registered as a member of MCX and NCDEX. We trade for their clients in a wide variety of commodities, including agricultural products, bullion, industrial products, oil and oil seeds and energy products.

 

Microsec Insurance Brokers Limited offers insurance broking services and is registered with the IRDA. It distributes products of both life insurance and non life insurance companies.

 

Microsec Resources Private Limited provides ‘loan against shares’ facility to the clients including broking clients of the group. MRPL is an RBI registered NBFC.

 

MIL Technologies Limited is engaged in the business of software development and data processing.

 

 

Key Events and Milestones

 

Following are the key events and milestones achieved by their Company and their Subsidiaries:

 

2000 MCap received certificate as Stock Broker of ISE Cash Market

2000 MCap received certificate as sub-broker to ISE Securities Services Limited for NSE

2003 MFSL received registration certificate as non banking financial institution not accepting public deposit with RBI

2003 MCL received membership of NCDEX as “Trading –cum – clearing member”

2003 MIBL received licence from IRDA to act as “ Insurance Brokers”

2003 MCL received certificate enrollment as AMFI registered mutual fund advisor.

2003 MCap received registration as Merchant Banker in the Category –I from SEBI.

2004 MCap received membership of the NSE as Stock Broker

2004 MCap received membership of the Future and Options Segment of the NSE

2004 MCL received membership of MCX as “Trading –cum – clearing member”

2005 MCap received certificate from SEBI to act as underwriter

2005 MCap received membership of the BSE as Stock Broker

2005 MCap received registration as Depository Participant with NSDL

2006 MRPL received amended registration certificate as Non Banking Financial Institution in MRPL name not accepting public deposit from RBI (original registration in the old name of the company was received in the year 2004)

2006 MCap received membership of NSE as Self Clearing member

2007 MCap received membership of the Future and Options Segment of the BSE

2007 MTL received certificate under Software Technologies Park.

2007 MCap empaneled as Institutional Broker with State Bank of India and Allahabad Bank

2007 MCap received registration as Depository Participant with CDSL

2007 MCap received registration as Portfolio Manager from SEBI.

 

 

Brief Biography of Directors

 

Mr. Banwari Lal Mittal

Mr. Banwari Lal Mittal is the founder of the Microsec Group and is the Chairman and Managing Director of the Company. He has 15 years of experience in different fields including investment banking, wealth management and corporate advisory. Mr. Mittal is a fellow member of the Institute of Chartered Accountants of India, the Institute of Company Secretaries of India and the Institute of Costs and Works Accountants of India. He has in the earlier part of his career worked with the M.P. Birla Group in a managerial position for about 8 years. Mr. Mittal has been, and is also presently, part of a number of committees of chambers of commerce.

 

 

Mr. Ravi Kant Sharma

Mr. Ravi Kant Sharma is the Managing Director and Chief Executive Officer of the brokerage and wealth management business of MCap. Mr. Sharma is the co-founder of the Microsec Group and is associated with itm since 1999. Mr. Sharma holds a bachelor’s degree in commerce from Calcutta University and is a fellow member of the Institute of Chartered Accountants of India. He has an experience of more than 10 years in wealth management and capital market operations.

 

Mr. Rakesh Sony

Mr. Rakesh Sony, the Managing Director and Chief Executive Officer of the investment banking business of MCap, is a 31 year old Chartered Accountant having more than 10 years of hands on experience in the investment banking sphere. After finishing his graduation from St Xavier’s College, Kolkata with a first class, he qualified as a Chartered Account in the year 1998. He started his professional career as an investment banker working closely with the leading corporates in India and abroad. In the year 2002, he co-promoted Microsec Group. He has handled various prestigious assignments in India and abroad. He is also a part of the capital market committee of the Institute of Chartered Accountants of India, Eastern Regional Council.

 

Dr. Bidhubhusan Samal

Dr. Bidhubhusan Samal, aged 64 years, is an independent Director of MFSL and has done Doctorate in Economics. He is having more than 35 years of experience in Banking & Financial Sector. He has been awarded the Seva Ratna Award. In his professional career, he has been the Chairman and Managing Director of Allahabad Bank, Industrial Investment Bank of India and Chairman of All Bank Finance Limited. He was also a Member of Securities Appellate Tribunal, Ministry of Finance, and Government of India. Presently, he is a member of Employment Mission set up by the Govt. of Orissa under the Chairmanship of the Hon’ble Chief Minister and a Member of Task Force (MOU) nominated by Government of India, Ministry of Heavy Industries & Public Enterprises, New Delhi. He is on the Board of several reputed companies in India.

 

Mr. Parimal Kumar Chattaraj

Mr. Chattaraj is the founder of Vertex Consulting (Organization & HR Solutions) and has experience of over 30 years. His professional background is BSC, PGDM, LLB, specializing in organizational behaviour. He has worked in management positions in India and abroad contributing to business strategy, aligning employee skill to business, creating learning organization and leadership development. Associated with reputed Management Institutes & Business Schools, he strongly believes in academics/research as essential ingredient of business growth. He is also Registered Advocate in Calcutta High Court providing legal support/advice to corporate houses and selective clients.

 

Mr. Vinod Kumar Kothari

Mr. Kothari is a Chartered Accountant and a Company Secretary with a strong academic record. Mr. Kothari is an accomplished trainer on securitization and offers training courses on securitization and credit derivatives all over the world. Mr. Kothari is also the author of various books, for example, ‘Securitization: The Financial Instrument of the Future’, ‘Credit Derivatives and Synthetic Securitization’, ‘Financing and Hire-purchase’ and ‘Securitization, Asset Reconstruction and Enforcement of Security Interests. Mr. Kothari is currently a visiting faculty at Indian Institute of Management, Joka, and Kolkata and teaches corporate bankruptcy at National University of Judicial Sciences, Kolkata, and a premier law college in India.

 

 

Key Management Personnel

 

Details of the key managerial personnel of the Company and its Subsidiaries are set out below.

 

Mrs. Laxmi Narayan Mandhana

(CFO)

As a Chartered Accountant and a qualified Company Secretary with over 19 years of experience in handing the finance functions entailing mergers, acquisitions and project activities, Mr. Mandhana is the in-charge of financial and corporate functions of the Microsec Group. In addition to his hands-on experience in asset financing business of about 7 years, he also has a wide experience in corporate finance, taxation, accounts etc. He is also a part of Finance Committee of CII (Confederation of Indian Industry), Eastern Region. Prior to joining the Microsec Group, Mr. Mandhana was employed with the Hindustan National Glass and Industries Limited. His date of joining was September 11, 2007. His annual cost to company is Rs.1.200 million.

 

Mr. Shamik Bhose

(Executive Director – Commodity Markets)

Mr. Bhose has served as a senior trader and in senior managerial positions with major trading houses and e-commerce ventures. A Master in Economics with over 21 years of working experience, Mr. Bhose has been a nominee member at world trade bodies like Grain and Feed Trade Association (GAFTA) and Federation of Oils, Seeds and Fats (FOSFA), Indian trade bodies like Bombay Oils & Oilseeds Exchange, a founding committee member of Coffee Futures Exchange of India - Bangalore (COFEI) and has also been a speaker and panelist in conferences organized by Futures Market Commission (FMC), Associated Chambers of Commerce and Industry of India (ASSOCHAM) and Indian Chamber of Commerce on development of the commodity futures market and warehouse receipt finance in India. He has also been advisor to some sugar companies, MCX and a product committee member of NCDEX. Prior to joining the Microsec Group, Mr. Bhose was employed with the Balrampur Chini Mills as an advisor. His date of joining was May 2, 2007. His remuneration for the Fiscal Year 2007 was Rs. 1.4 million.

 

Mr. S. Sengupta

(President – Insurance Broking)

A qualified Associate of Chartered Insurance Institute, London, and Mr. Sengupta has experience of over four decades in the insurance field. He is an Ex-Regional Head of the New India Assurance Company Limited and Ex-Chairman of the Fire Sub-Committee of Calcutta Regional Committee of Tariff Advisory Committee. He has a deep knowledge of risk management together with knowledge of the insurance business. Prior to joining the Microsec Group, Mr. Sengupta was employed with Birla Technical Services. His date of joining was July 1, 2003. His remuneration for the Fiscal Year 2007 was Rs.0.390 million.

 

Mr. Sumit Agarwal

(President – Corporate Finance)

A Chartered Accountant, Sumit is finance professional and specializes in providing banking solutions. He has over six years of experience in corporate finance mostly in steel, infrastructure and the power industries. His date of joining was July 12, 2002. His remuneration for the Fiscal Year 2007 was Rs.0.520 million.

 

Mr. Pankaj Harlalka

(Senior Vice President – Merchant Banking)

Mr. Harlalka is a Company Secretary and has more than 10 years of experience in the area of corporate legal affairs. He is responsible for conducting the due diligence process, preparing of all statutory documents and liaisoning with statutory authorities to get the necessary clearances and approvals. Prior to joining the Microsec Group, Mr. Harlalka was an independent practicising company secretary. His date of joining was November 7, 2003. His remuneration for the Fiscal Year 2007 was Rs.0.520 million.

 

Mr. Sanjay Kumar Agarwal

(Vice President - Investment Banking)

A Chartered Accountant and a Cost Accountant, Mr. Agarwal has 9 years of experience in handling corporate banking, treasury of a large corporate and general managerial functions in several corporate sectors. Due to the outstanding performance in effecting savings in interest cost of the Company, he has been awarded a special appreciation letter from IDBI Bank and Atul Limited. Prior to joining the Microsec Group; Mr. Agarwal was employed with Nilon. His date of joining was September 24, 2007. His annual cost to company is Rs.1.4 million.

 

Mr. Ajai Kumar Agrawal:

(Vice President – Consulting)

A science graduate and a Cost and Works Accountant, Mr. Agarwal has a post qualification experience of 19 years in different companies like Birla Corporation Limited, SWIL Limited, Electrosteel Castings Limited He has developed several accounting systems, target costing techniques, suggested procedures for optimization of working capital etc. He is an expert in budgeting, analysis & tracking systems, formulation of operating strategy, cost and investment feasibility analysis etc. He is working with our investment banking division and his key responsibilities include making business plans, involvement in valuation of firms, preparing project reports and liaising with banks for corporate finance proposals. His write-ups are also published in the ICWAI Journal - “The Management Accountant”. Due to the outstanding performance in effecting savings in interest cost of the company, he has also been awarded a special appreciation letter from M/s. Birla Corporation Limited. Prior to joining the Microsec Group, Mr. Agarwal was employed with Birla Corporation. His date of joining was November 4, 2006. His remuneration for the Fiscal Year 2007 was Rs.0.192 million.

 

 

Mr. Manish Kumar Agarwal

(Asst. Vice President – Compliance)

A Chartered Accountant and a Company Secretary having more than 8 years of post qualification experience in the field of finance and equity broking, Mr. Agarwal is holds a significant position as in-charge of compliance and registration matters of the Company. He is responsible for ensuring compliance with all relevant rules and regulations. Additionally, he is also involved in the daily administration work of the company. Prior to joining the Microsec Group, Mr. Agarwal was employed with the Bachhawat group. His date of joining was July 1, 2005. His remuneration for the Fiscal Year 2007 was Rs.0.325 million.

 

Mr. Yogesh Parasrampuria

(Asst. Vice President – Business Development)

A commerce graduate, Mr. Parasrampuria has completed a professional course in network centric computing, and had joined Microsec Group as a Manager - Depository Services subsequently being promoted to Head - Depository Services. Prior to joining the Microsec Group, Mr. Parasrampuria was employed with Vedika Securities (P) Limited His date of joining was May 7, 2005. His remuneration for the Fiscal Year 2007 was Rs. 0.273 million.

 

Mr. Vishal Poddar

(Asst. Vice President – Wealth Management)

A post graduate diploma holder in business administration with a specialization in finance, Mr. Poddar is responsible for distribution of wealth management products. He joined Microsec Group as a Business Development Manager and was gradually promoted to Assistant Vice President. His date of joining was February 15, 2005. His remuneration for the Fiscal Year 2007 was Rs.0.334 million.

 

Mr. Bajrang Lal Agarwal

(Asst. Vice President - Operations and Finance)

A Chartered Accountant with a total experience of 6 years and a post qualification experience of 4 years in the stock market, Mr. Agarwal holds a key position in finance operations of equity market division of the Company that involves supervision of the dayto- day operations of back office and monitoring net debtors positions. He has also been assigned an additional responsibility of looking after total risk management of stock broking division of the Company. Prior to joining the Microsec Group, Mr. Agarwal was employed with Lohia Securities Limited His date of joining was November 1, 2006. His remuneration for the Fiscal Year 2007 was Rs.0.154 million.

 

Mr. Sumit Bhattacharya

(Asst. Vice President – HRD)

With a gold medalist MBA with a diploma in Labour Laws & Administrative Laws and having a post qualification experience of over 7 years in core human resources, personnel and administrative functions in different divisions like retail, IT, education, manufacturing and financial services, Mr. Bhattacharya is heading Microsec Group’s human resources department. He has a vast exposure in the area of formulation and implementation of human resources policies, organization restructuring and employee development measures, performance management system, compensation & benefits management and rewards & recognition system implementation and statutory compliances. His current responsibilities include talent acquisition & engagement, organisational restructuring in alignment with the ambitious growth plans of the Company, streamlining human resources policies & procedures, employee training & development, introducing social security systems and compliance with laws relating to these and employee counseling. Prior to joining the Microsec Group, Mr. Bhattacharya was employed with Khadim India Limited. His date of joining was September 19, 2006. His remuneration for the Fiscal Year 2007 was Rs.0.123 million.

 

Mr. Manav Goenka:

(Asst. Vice President - Investment Banking)

Mr. Goenka is an MBA, with a specialization in finance and has more than 3 years of experience in investment banking. He is responsible for conducting the due diligence process, preparing of all statutory documents and liaising with statutory authorities to get the necessary clearances and approvals. He is also handling assignments relating to mergers, acquisitions and valuations. His date of joining was April 11, 2005. His remuneration for the Fiscal Year 2007 was Rs.0.390 million.

 

Mr. Ashish Bajaj

(Asst. Vice President – Investment Banking)

Mr Bajaj is a member of the Institute of Company Secretaries of India. He was top ranker in Company Secretary final examination. He has more than 8 years of experience in finance, legal and the secretarial fields. Prior to joining our Company he was employed with Tantia Constructions Limited as Company Secretary and Compliance Officer and handled the public issue of Tantia Constructions Limited. Prior to joining the Microsec Group, Mr. Bajaj was employed with Tantia Constructions. His date of joining was July 15, 2006. His remuneration for the Fiscal Year 2007 was Rs. 0.276 million.

 

Mr. Biplab Kumar Mani

(Company Secretary)

As a Company Secretary with more than 3 years of experience in the area of corporate law and Stock Exchange compliances, Mr Mani is the Company Secretary of MFSL. He has had substantial exposure in independent management of the secretarial department at the corporate level. In Microsec Group, Biplab manages the processes concerning company legislation and regulations. Prior to joining the Microsec Group, Mr. Mani was employed with Vinay Cements Ltd. His date of joining was February 19, 2007. His remuneration for the Fiscal Year 2007 was Rs. 0.029 million.

 

Mr. Naveen Vyas

(Senior Manager – Research)

An MBA (Finance), having a post qualification experience of over 3 years in financial services industries, Mr Vyas specializes in doing in-depth analysis of the companies, their financial strength and valuation. He is responsible for doing research on the companies and also for assembling of fundamental reports on these. His thorough study of the macro factors of Indian economy is an important basis for the same. His date of joining was October 4, 2005. His remuneration for the Fiscal Year 2007 was Rs.0.260 million.

 

Mr. Mahendra Kumar Yadav

(Manager – Accounts)

As a qualified Chartered Account, Mr. Yadav holds more than 5 years of experience in the areas of Accounts, Audit, MIS and Taxation. He is presently looking after these functions. Prior to joining the Microsec Group, Mr. Yadav was employed with Jumac Manufacturing Private Limited; His date of joining was February 12, 2007. His remuneration for the Fiscal Year 2007 was Rs.0.03 million.

 

Mr. Prabir Kumar Sarkar

(Sr. Research Analyst)

Mr. Sarkar is a diploma holder in mechanical engineering with a diploma in business management and has successfully undergone different courses in technical studies. He has also qualified NSE Certification in Financial Markets (NCFM) Certification from NSE and Multi Commodity Exchange Certified Professional (MCCP) from MCX. He has had experience over 9 years as a specialized technical analyst in the arena of security, currency and commodity in various companies. He was the head of technical analysis throughout his previous employments. He also ensures proper presentation of technical research reports and plays a role in generating the intra-day or short term positional calls for trading purpose. Prior to joining the Microsec Group, Mr. Sarkar was employed with Reymont Commodities Private Limited;. His date of joining was November 6, 2006. His remuneration for the Fiscal Year 2007 was Rs.0.073 million.

 

Mr. Soumesh Tripathi:

(Sr. Manager- Business Development)

A Commerce Graduate with a diploma in computer software applications from NIIT, Mr Tripathi is a senior member in the commodities department. With 4 years of experience, he specializes in corporate hedging in the futures market and holds good knowledge in the metals sector (steel, copper, aluminum, zinc). Presently he is undergoing MBA (Marketing) from IISWBM to enhance his expertise. Prior to joining the Microsec Group, Mr. Tripathi was employed with Micro Network Systems. His date of joining was July 1, 2004. His remuneration for the Fiscal Year 2007 was Rs.0.195 million.

 

 

Mr. Atanu Ghosh:

(Technology - Head)

A diploma holder in computer science along with CISCO Certified Network Associate (CCNA) & Microsoft Certified Professional (MCP) and having more than 5 years of experience in network administration, IT infrastructure planning and implementation. He heads Microsec Group’s technology department. Prior to joining the Microsec Group, Mr. Ghosh was employed with Infrotonix Channel. His date of joining was May 8, 2006. His remuneration for the Fiscal Year 2007 was Rs.0.156 million.

 

Mr. Avijit Majumder

(Team Leader – Equity Sales)

Having more than 5 years of experience as a team leader, Mr Majumder has successfully handled trading of HNI and retail clients. He is also having good leadership skills in achieving defined target by motivating team members Prior to joining the Microsec Group, Mr. Agarwal was employed with the Bachhawat group.with Indiabulls Securities Ltd. as team leader. His date of joining was May 8, 2007. His annual cost to company is Rs. 0.349 million.

 

Mr. Ashish Agarwal

(Team Leader – Equity Sales)

A post graduate diploma holder in management, with a specialization in finance, Mr. Agarwal has had more than 3 years of experience in acquisition, handling and retention of HNI and retail clients. Prior to joining the Microsec Group, Mr. Agarwal was employed with Indiabulls Securities Ltd. as Associate Relationship Manager (ARM). His date of joining was October 3, 2006. His remuneration for the Fiscal Year 2007 was Rs.0.132 million.

 

Form 8:

 

Corporate identity number of the company

U65993WB1989PLC047002

Name of the company

MICROSEC FINANCIAL SERVICES LIMITED

Address of the registered office or of the principal place of  business in India of the company

Shivam Chambers, 53 Syed Amir, Avenue, 1st Floor, Kolkata - 700019, West Bengal, India

This form is for

  • Immovable Property
  • Any interests in immovable property

Type of charge

Creation of charge

Particular of charge holder

HDFC Bank Limited

HDFC Bank House Senapati Bapat Marg, Lower Parel West, Mumbai – 400013, Maharashtra, India

Sumit.choithani@hdfcbank.com

Nature of instrument creating charge

Declaration – cum – Undertaking Dated 17th May 2007

Date of instrument Creating the charge

17.05.2007

Amount secured by the charge

Rs.60.000 Millions

Brief of the principal terms an conditions and extent and operation of the charge

Rate of Interests:

12.5% p.a. any such rate as may be advice by the Bank to the company from time to time for the credit facilities.

 

Terms of Repayments:

On Demand

 

Margin:

As may be prescribed by the Bank from time to time for the credit facility.

 

Extent and operation of the charge:

First exclusive charge on the company property i.e. the entire the first floor inter alia including all the unit/ office thereat being unit Nos. 1A, 1B, 1C, 1D, 1E, 1F, 1G and 1Hcontaining a super built up area of 8854 sq. ft. more or less together with 8.8631% of undivided indivisible imparible share situated and laying at Municipal Premises No.53 Syed Amir Ali Avenue, Kolkata – 700019 Under police station karaya, Word No.68 with in Kolkata Municipal Corporation.

Particulars of the property charged

First exclusive charge on the company property i.e. the entire the first floor inter alia including all the unit/ office thereat being unit Nos. 1A, 1B, 1C, 1D, 1E, 1F, 1G and 1Hcontaining a super built up area of 8854 sq. ft. more or less together with 8.8631% of undivided indivisible imparible share situated and laying at Municipal Premises No.53 Syed Amir Ali Avenue, Kolkata – 700019 Under police station karaya, Word No.68 with in Kolkata Municipal Corporation.

Particulars of the present modification

NA

 

Website Details:

 

Microsec India: A bridge between clients and bankers

 

The Kolkata-based Microsec India Limited is an integrated business and financial services group promoted by a team of professionals to provide value-added business solutions and services to clients. The promoters possess significant professional competence in their respective fields of specialisation. Over the last one year the company has handled business worth Rs.4000.000 Millions.

 

Executive Director Rakesh Sony calls the company a bridge between the clients and the bankers - it serves as advisors to the clients so they are just a phone call away from designing and sending perfect solutions to any client in a few hours.


During the last three years of its existence the company has handled a number of projects some of which are listed below:


The company is a leading name, especially in the eastern parts of the country, in investment banking and corporate finance. It helps its clients in raising finance, devising structure and identifying appropriate planning for acquisitions. It undertakes consultancy and wealth management activity. It also claims to have a personal package for NRIs in every field. It is currently handling the power project of Jai Balaji Sponge Limitedworth Rs.460.000 Millions. The Rs.580.000 Millions project of White Water East Projects Pvt. Ltd, Rs.90.000 Millions sponge iron project of Shiv Shakthi Private Limited and Rs.100.000 Millions air pre-heater basket project of IMECO Ltd are some of the other projects currently being handled by Microsec.


The opening up of the insurance sector has provided the company another area to spread its wings. The company has already registered itself as direct insurance broker, for both life and non-life sectors. According to Rakesh Sony, "Microsec is not just arranging insurance, it encompasses all activities undertaken to tackle loss exposures arising out of risk."

 
The company is planning to introduce some innovative schemes of financing in the future. One such plan is to securitise the future fees of certain schools in Kolkata and in turn raise funds for the development of the school. The scheme is still in a nascent stage.

 

Microsec Financial Services IPO can hit the markets soon as it has recently filed its DRHP with SEBI. Microsec is a Financial Services company which provides services in the area of Equities, Investment Banking , Wealth Management and other Brokerage areas. Microsec IPO plans to raise an amount of Rs. 160 crore from the capital markets. More information and the price band of the Microsec Financial Services IPO will be known after it receives the approval from the SEBI. Microsec IPO information will be updated here soon.

 

 

CRISIL assigns IPO grade 2/5 to Microsec

 

CRISIL has come out with a research report on Microsec Financial Services IPO. It has assigned a CRISIL IPO Grade 2/5 to the company's IPO. Microsec Financial Services aims to raise around Rs.1600 million by this proposed public issue of 8 million equity shares.

 


CRISIL's report on Microsec Financial Services' IPO:

 

CRISIL has assigned a CRISIL IPO Grade "2/5" to the proposed initial public offer of Microsec Fiancial Services (MFSL). This grade indicates that the fundamentals of the issue are below average relative to other listed equity securities in India. However, this grade is not an opinion on whether the issue price is appropriate in relation to the issue fundamentals. The offer price for the issue may be higher or lower than the level justified by its fundamentals. The grade is not a recommendation to buy/ sell or hold the graded instrument, the graded instrument's future market price or its suitability for a particular investor.

 

The grading reflects MSFL's strength in the retail equity broking and investment banking business in eastern India region. The company's existing network of HNI clients in its broking business serves as a ready client base for its LAS business. In investment banking business the company is active in small ticket deals originating in eastern India region. The competitive advantage of the company lies in its access to its clients for deals originating in the eastern India region.

 

Grading is tempered by the inadequacy of the present risk management systems, which need to evolve considering the increased focus on LAS business post-IPO. Going forward, Microsec will have to increasingly delink the management of broking and risk management functions, which otherwise might lead to conflict between business and risk management needs for the company. The company currently has a majority of its revenues coming from its own branches and its ability to successfully manage a largefranchisee model remains to be seen. The company is a small player in the overall investment banking industry, which limits its ability to offer services in large ticket and cross-border deals. Ability to attract talent at competitive rates without a big name will be a challenge for the company's investment banking business. Further, there is inherent volatility in all key businesses of the company due to linkages with the equity markets.

 

The undifferentiated nature of broking business and the downward trend in brokerage charges due to competition limits the growth opportunities in the equity broking business. The ability to differentiate through client servicing would dictate the growth prospects for the company. Further, the management needs to improve its understanding of risk management systems and be more proactive in implementing them as the LAS portfolio is expected to increase significantly in size post-IPO.

 

 

About the company and the issue

 

MFSL is a financial services company providing primarily retail broking, loan against shares (LAS) to support the broking business and investment banking services. It also offers commodity broking, insurance broking and distribution of financial products to complete the bouquet of offerings. Further, the company is in the process of launching institutional equities broking and portfolio management services in the current year. MFSL is headquartered in Kolkata and operates from around 196 business-locations in 49 Indian cities. Of the total 196 branches the company owns around 17 branches and the rest are franchisee-based. The company derives a major portion of its revenues from the eastern India region.

 

The Microsec group was started by Mr. B.L. Mittal and Mr. Ravi Kant Sharma in 2000. Later Mr. Rakesh Sony joined the company as a promoter in 2002 to build its investment banking business. The group started operations as Microsec India Limited in 2000. The company was registered as a Merchant banker with SEBI in 2003 and obtained the NSE membership in 2004, followed up with BSE membership in 2005. The company was registered as a depository participant of NSDL in 2005, followed up by CDSL in 2007. In 2003, the company started insurance broking through its wholly-owned subsidiary Microsec Insurance Brokers Limited as an IRDA registered insurance broker. It also started commodity broking through its subsidiary Microsec Commerze Ltd. on NCDEX in 2003 and MCX in 2004. In 2005, the name of Microsec India Ltd. was changed to Microsec Capital Ltd. In the same year, the promoters acquired RBI registered NBFC - Satyam Fiscal Services Private Limited. The name of the company was changed to MFSL and the promoters transferred their holding in Microsec Capital Ltd. to MFSL.

MFSL aims to rise around Rs.1600 million by this proposed public issue of 8 million equity shares.

 

 

Microsec Financial to tap market, files draft prospectus

 

Kolkata, Feb. 9

 

The city-based Microsec Financial Services Limited, a diversified financial services company engaged in investment banking, retail brokerage (equity and commodities), wealth management, insurance broking, IPO and mutual funds distribution, proposes to enter the capital market with a public issue of Rs.1600.000 Millions.

 

The company has filed the Draft Red Herring Prospectus (DRHP) with SEBI for the purpose. SBI Capital Markets is the BRLM for the issue.

 

Microsec, headquartered in Kolkata, in a statement, announced that it plans to launch institutional equities and portfolio management services. It is stated that the company operates from around 176 business locations in 49 Indian cities and towns.

 

The Group operates through Microsec Financial Services Ltd (MFSL), the holding company for all the group subsidiaries. MFSL is an NBFC, and is principally engaged in the businesses of loans against shares and advisory financial services.

 

Some of the group subsidiaries are Microsec Capital Limited, Microsec Resources Private Limited, MIL Technologies Limited, Microsec Insurance Brokers Limited and Microsec Commerze Limited.

 

 


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.43.13

UK Pound

1

Rs.85.02

Euro

1

Rs.67.77

 

 

SCORE & RATING EXPLANATIONS

 

SCORE FACTORS

 

RANGE

POINTS

HISTORY

1~10

6

PAID-UP CAPITAL

1~10

5

OPERATING SCALE

1~10

5

FINANCIAL CONDITION

 

 

--BUSINESS SCALE

1~10

5

--PROFITABILIRY

1~10

5

--LIQUIDITY

1~10

5

--LEVERAGE

1~10

5

--RESERVES

1~10

5

--CREDIT LINES

1~10

5

--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

NO

--LISTED

YES/NO

NO

--OTHER MERIT FACTORS

YES/NO

YES

TOTAL

 

46

 

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