MIRA INFORM REPORT

Report Date :

24.01.2011

IDENTIFICATION DETAILS

Name :	MIEL E-SECURITY PRIVATE LIMITED
Formerly Known As :	MUKUND INSITE E-SECURITY PRIVATE LIMITED
Registered Office :	AML Centre 1, 4^th Floor, 8 Mahal Industrial Estate, Off Mahakali Caves Road, Andheri East, Mumbai-400093, Maharashtra
Country :	India
Financials (as on) :	31.03.2009
Date of Incorporation :	30.06.1999
Com. Reg. No.:	11-120597
CIN No.: [Company Identification No.]	U74920MH1999PTC120597
Legal Form :	Private Limited Liability Company.
Line of Business :	Providing Information Security Consulting Services.

RATING & COMMENTS

MIRA’s Rating :

B (28)

RATING		STATUS	PROPOSED CREDIT LINE
26-40	B	Capability to overcome financial difficulties seems comparatively below average.	Small

Maximum Credit Limit :	USD 390000
Status :	Moderate
Payment Behaviour :	Slow
Litigation :	Clear
Comments :	Subject is an established company having moderate track. Trade relations are reported as fair. Business is active. Payments are reported to be slow. The company can be considered for business dealings with some caution.

NOTES :

Any query related to this report can be made on e-mail : infodept@mirainform.com while quoting report number, name and date.

ECGC Country Risk Classification List – April 1, 2010

Country Name	Previous Rating (31.12.2009)	Current Rating (01.04.2010)
India	A1	A1

Risk Category	ECGC Classification
Insignificant	A1
Low	A2
Moderate	B1
High	B2
Very High	C1
Restricted	C2
Off-credit	D

INFORMATION PARTED BY

Name :	Mr. M N Kutty Nair
Designation :	Director
Contact No.:	91-9821339782
Date :	21.01.2011

LOCATIONS

Registered Office :	AML Centre 1, 4^th Floor, 8 Mahal Industrial Estate, Off Mahakali Caves Road, Andheri East, Mumbai-400093, Maharashtra, India
Tel. No.:	91-22-30096969/ 26878063/ 70/ 71
Mobile No.:	91-9821339782 (Mr. M N Kutty Nair)
Fax No.:	91-22-26878062
E-Mail :	feelsecure@midesecurity.com marketing@mielessecurity.com hiyer@mielesecurity.com
Website :	http://www.miel.in
Area :	Approximately 5000 sq.ft (Owned)
Branch Office 1:	214, B Wing, Parmar Chambers, Station Road, Pune-411001, Maharashtra, India
Tel. No.:	91-20-26050668/ 69/ 70
Branch Office 2 :	202, Advit Complex, Near Sandesh Press, Bodkadev, Vastapur, Ahmedabad-380054, India
Tel. No.:	91-22-30096969/ 26878063/ 70/ 71
Fax No.:	91-22-26878062
Branch 3:	Kamothejain Park, Shop No. 20, Navi Mumbai-410208, Maharashtra, India

DIRECTORS

As on 30.09.2009

Name :	Mr. Virendra Laxmichand Mehta
Designation :	Director
Address :	504, Nalanda J.P. Road, Andheri (West), Mumbai-400053, Maharashtra, India
Date of Birth/Age :	14.06.1950
Date of Appointment :	12.08.1999
Name :	Mr. Meempat Naryanan Kutty Nair
Designation :	Chairman cum Managing Director
Address :	A 184/185, Park Plaza, New Yari Road, Versova, Andheri (West), Mumbai-400061, Maharashtra, India
Date of Birth/Age :	16.02.1943
Qualification :	B.E. (Mechanical)
Experience :	41 Years
Date of Appointment :	05.08.1999
Name :	Mr. Avinash W Kadam
Designation :	Director
Address :	706, Adarsh B Spring Mills Compound, Naigaon Dadar, Mumbai-400014, Maharashtra, India
Date of Birth/Age :	01.01.1946
Qualification :	B.E.
Experience :	33 Years
Date of Appointment :	17.12.2002
Name :	Mr. Sanjuay Babulal Bhutada
Designation :	Director
Address :	C 6 Gautam Towers, Gokhale Road, Naupada, Thane-400602, Maharashtra, India
Date of Birth/Age :	24.10.1967
Qualification :	CA. CWA
Experience :	18 Years
Date of Appointment :	17.12.2002
Name :	Mr. Anuj C Gupta
Designation :	Director
Address :	202, Siddhesh, Plot No. 14, Shere Punjab Society, Off Mahakali Caves Road, Andheri (East), Mumbai-400093, Maharashtra, India
Date of Birth/Age :	28.06.1978
Qualification :	MBA
Experience :	8 Years
Date of Appointment :	28.09.2006
Name :	Mr. Rajesh Virendra Shah
Designation :	Director
Address :	7, Janaki Kutir, Prithvi Theatre, Off Juhu Tara Road, Juhu, Mumbai-400049, Maharashtra, India
Date of Birth/Age :	21.10.1951
Date of Appointment :	05.08.1999

MAJOR SHAREHOLDERS / SHAREHOLDING PATTERN

As on 30.09.2009

Names of Shareholders	No. of Shares
M N Kutty Nair	2943800
Bhutada B Sanjay	359334
Insite Ventures India Private Limited	17100
Kanukollu Chandra Mohan	1250
Vijaya Rathi	1829
Bhutada S Shilpa	1829
Chandak Rahul	1829
Bhutada B Mohini	1829
Shah Virendrakumar Rajesh	816624
Mehta L Virendra	287500
Mehta Gita	2500
Housing Development Finance Corporation Limited	111112
Avinash Kadam	20000
Employees	40000
Sweet Solutions Limited	1209852
Santosh Industries Limited	1209852
MKJ Enterprises Limited	1203852
Anuj Gupta	1454000

As on 19.12.2009

List of Allottees	No. of Shares Allotted
Meempat Narayan Kutty Nair	1639785
Subhkam Ventures (India) Private Limited, Maharashtra, India	491935
Total	2131720

As on 18.01.2010

List of Allottees	No. of Shares Allotted
M N Kutty Nair	480130
Sanjay B Bhutada	474506
V L Mehta	172444
Total	1127080

Equity Share Breakup (Percentage of Total Equity)

As on 30.09.2009

Category	Percentage
Public Financial Companies	1.15
Bodies corporate	37.63
Directors or relatives of Directors	60.80
Other top fifty shareholders	0.42
Total	100.00

BUSINESS DETAILS

Line of Business :	Providing Information Security Consulting Services.
Imports :
Products :	Appliance Unit
Countries :	US
Terms :
Selling :	Cash and Credit ( 30-60-90 Days)
Purchasing :	L/C, Cash and Credit ( 30-60-90 Days)

GENERAL INFORMATION

Customers :	End Users and OEM’s
No. of Employees :	Approximately 50
Bankers :	ING Vysya Bank Limited, 103/104 A-Wing, I Floor, Deck Plaza, MIDC Central Road, Andheri (East), Mumbai-400093, Maharashtra, India The Saraswat Co-Operative Bank Limited, Vile Parle (East), Mumbai-400057, Maharashtra, India

Banking Relations :	--
Financial Institute:	SICOM Investments and Finance Limited, C/O SICOM Limited, 1^st Floor, Nirmal Building, Nariman Point, Mumbai-400021, Maharashtra, India
Auditors :
Name :	Sudit K Parekh and company Chartered Accountant
Address :	Ballard House, 2^nd Floor, ADI Marzaban Path, Ballard Pier, Fort, Mumbai-400001, Maharashtra, India
Tel. No.:	91-22-66178000
Fax No.:	91-22-66178002
E-Mail :	admin@skparekh.com

CAPITAL STRUCTURE

After As on 30.09.2009

Authorised Capital :

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

Issued, Subscribed & Paid-up Capital :

No. of Shares	Type	Value	Amount
13008912	Equity Shares	Rs. 10/.- each	Rs. 130.089 Millions

As on 30.09.2009

Authorised Capital :

No. of Shares	Type	Value	Amount
10000000	Equity Shares	Rs. 10/- each	Rs. 100.000 Millions

Issued, Subscribed & Paid-up Capital :

No. of Shares	Type	Value	Amount
9690792	Equity Shares	Rs. 10/.- each	Rs. 96.908 Millions

FINANCIAL DATA

[all figures are in Rupees Millions]

ABRIDGED BALANCE SHEET

SOURCES OF FUNDS		31.03.2009	31.03.2008	31.03.2007
SHAREHOLDERS FUNDS
1] Share Capital		96.908	87.446	87.446
2] Share Application Money		18.300	18.300	20.775
3] Reserves & Surplus		26.648	26.604	26.604
4] (Accumulated Losses)		[42.152]	[51.199]	[89.255]
NETWORTH		99.704	81.151	45.570
LOAN FUNDS
1] Secured Loans		35.000	38.859	2.699
2] Unsecured Loans		0.000	0.000	3.123
TOTAL BORROWING		35.000	38.859	5.822
DEFERRED TAX LIABILITIES		0.000	0.000	0.000
TOTAL		134.704	120.010	51.392
APPLICATION OF FUNDS
FIXED ASSETS [Net Block]		16.073	17.541	18.715
Capital work-in-progress		10.721	6.607	3.147
INVESTMENT		0.065	0.061	0.058
DEFERREX TAX ASSETS		15.948	23.413	0.000
CURRENT ASSETS, LOANS & ADVANCES
	Inventories	11.318	10.348	9.682
	Sundry Debtors	148.757	113.219	80.546
	Cash & Bank Balances	13.341	18.831	12.455
	Other Current Assets	0.000	0.000	0.000
	Loans & Advances	61.215	30.991	16.048
Total Current Assets		234.631	173.389	118.731
Less : CURRENT LIABILITIES & PROVISIONS
	Sundry Creditors	133.522	95.003	66.979
	Other Current Liabilities			20.391
	Provisions	9.388	6.343	2.404
Total Current Liabilities		142.910	101.346	89.774
Net Current Assets		91.721	72.043	28.957
MISCELLANEOUS EXPENSES		0.176	0.345	0.515
TOTAL		134.704	120.010	51.392

PROFIT & LOSS ACCOUNT

	PARTICULARS		31.03.2009	31.03.2008	31.03.2007
	SALES
		Sales and Services	428.450	402.956	261.692
		Other Income	5.883	0.656	1.133
		TOTAL (A)	434.333	403.612	262.825
Less	EXPENSES
		Direct Cost		255.616	175.372
		Employee Cost	416.131	77.209	52.788
		Administrative Cost		46.727	27.864
		TOTAL (B)	416.131	379.552	256.024
Less	PROFIT BEFORE INTEREST, TAX, DEPRECIATION AND AMORTISATION (A-B) (C)		NA	24.060	6.801
Less	FINANCIAL EXPENSES (D)		N A	3.289	1.422
	PROFIT BEFORE TAX, DEPRECIATION AND AMORTISATION (C-D) (E)		NA	20.771	5.379
Less/ Add	DEPRECIATION/ AMORTISATION (F)		NA	3.634	3.260
	PROFIT BEFORE TAX (E-F) (G)		18.202	17.137	2.119
Less	TAX (I)		9.155	[20.919]	0.710
	PROFIT AFTER TAX (G-I) (J)		9.047	38.056	1.409
	EARNINGS IN FOREIGN CURRENCY
		Profession and Consultancy Charges	NA	47.140	11.850
		Reimbursement of Expenses Claimed	NA	0.740	0.491
		Rebates and discounts	NA	4.532	1.938
	TOTAL EARNINGS		NA	52.412	14.279
	IMPORTS
		Purchase of Goods	NA	0.954	10.056
	TOTAL IMPORTS		NA	0.954	10.056
	Earnings Per Share (Rs.)		0.93	--	--

Particulars	31.03.2010
Sales Turnover (Approximately)	450.000

Expected Sales (2010-2011) : Rs. 500.000 Millions

KEY RATIOS

PARTICULARS		31.03.2009	31.03.2008	31.03.2007
PAT / Total Income	(%)	2.08	9.43	0.54
Net Profit Margin (PBT/Sales)	(%)	4.25	4.25	0.81
Return on Total Assets (PBT/Total Assets}	(%)	7.26	8.98	1.54
Return on Investment (ROI) (PBT/Networth)		0.18	0.21	0.05
Debt Equity Ratio (Total Liability/Networth)		1.78	1.73	2.10
Current Ratio (Current Asset/Current Liability)		1.64	1.71	1.32

LOCAL AGENCY FURTHER INFORMATION

DETAILS OF SUNDRY CREDITORS

(Rs. In Millions)

Particulars	31.03.2009	31.03.2008	31.03.2007
Sundry Creditors	NA	NA	66.979

Note:

The Registered office of the company has been shifted from C-611/612, Floral Deck Plaza, Central MIDC Road, Andheri (East), Mumbai, Maharashtra, India to present address w.e.f. 01.06.2009

Trade References:

· Tata Consultancy Services

· Kale Consultants Limited

· VFS Flobal

Review of the Financial Year 2008-09:

Review:

The year started off on an excellent note, but, like all enterprises worldwide, MIEL was also not spared by the unprecedented economic recession. Accordingly, some of the services were badly hurt.

They were, occasions, left with the proverbal Hobson’s choice.

Nevertless, MIEL came out well, despite these constraints and circumstances, with some notable achievements, as mentioned below:

· Sales and profits growth > 6% each

· Several short-term and long-term measures implemented – cost optimization including reduction of manpower, closing of offices etc.

· Major breakthrough in the roll-out of PRISM, one of the IPs, to a Middle – East Client for substantial price.

· Introduction and upgrading of several practices.

· Revamp of the organization structure into Bus and SUs with P and L responsibilities.

· Improved MIS Systems.

· Received several awards and recognitions.

· Acquired some prestigious domestic and international clients/ orders

· Unable R and D efforts.

· Finalization of an integrated office facility.

· Finalization of own security operation centre.

Bankers Charges Report as per Registry

Corporate identity number of the company	U74920MH1999PTC120597
Name of the company	MIEL E-SECURITY PRIVATE LIMITED
Address of the registered office or of the principal place of business in India of the company	AML Centre 1, 4^th Floor, 8 Mahal Industrial Estate, Off Mahakali Caves Road, Andheri East, Mumbai-400093, Maharashtra, India
This form is for	Creation of Charge
Type of charge	Immovable Property Any interest in immovable property Book Debts Movable Property Floating Charge Others Patents, License under a patent
Particular of charge holder	SICOM Investments and Finance Limited, C/O SICOM Limited, 1^st Floor, Nirmal Building, Nariman Point, Mumbai-400021, Maharashtra, India
Nature of instrument creating charge	Agreement and Deed of hypothecation executed at Mumbai on 15^th Day of March in the year Two Thousand and Ten.
Date of instrument Creating the charge	15.03.2010
Amount secured by the charge	Rs. 50.000 Millions
Brief of the principal terms an conditions and extent and operation of the charge	Terms of Repayment MTL- Repayment would be at the end of 3 years form date of 1^st disbursement. RSTL – Repayment of amounts drawn would be at any time after 1 month of drawal of that installments but not later than 3 months, provided the entire outstanding of loan limit would be repayable in 3 installment of Rs. 10.000 Millions each within a period of 3 months form date of drawal of each installment. RSTL would be repaid by takeover of said facility by a Bank/ Equity unfusion at any time within 3 years form date of 1^st Disbursement. Extent and Operation of the charge Till repayment of the loan
Short particulars of the property charged	i) First pari passu charge on the entire Fixed Assets and current assets of the company. ii) First pari passu charge on a patented product i.e Helios Escrow of Receivables.

Fixed Assets:

· Goodwill

· Computer

· Electrical Fittings

· Furniture and Fixtures

· Office Equipments

AS PER WEBSITE

Profile:

MIEL e-Security is a pioneering provider of Information Security Services and Solutions to the industry. Headquartered in India’s financial hub, Mumbai, MIEL has a global footprint in more than 15 countries.

Its leadership position in Information Security has been gained due to the depth and breadth of the expertise over tens and thousands of man hours of Services, rendered to blue-chip clientele across a wide range of verticals. These include Banking and Finance, Insurance, Manufacturing, Information Technology and IT Enabled Services, Healthcare, Logistics, Government etc.

Since its inception in 1999, company’s singular focus has been in Information Security Services and Solutions. The clients gain from this specialization, as they attempt to manage and measure Information Risk in an increasingly complex business and operating environment.

With a unique business model, strong values and philosophy, combined with trained, certified and highly experienced workforce, the company delivers deep insight and value to its customers seeking a partner they can trust and consult. The company’s customer-centric strategic Business Units are Education Services, Consultancy Services, Product Solutions and Managed Security Services. The company also undertakes several Strategic Projects using a Holistic Security model.

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.45.70
UK Pound	1	Rs.72.78
Euro	1	Rs.61.65

SCORE & RATING EXPLANATIONS

SCORE FACTORS	RANGE	POINTS
HISTORY	1~10	5
PAID-UP CAPITAL	1~10	3
OPERATING SCALE	1~10	3
FINANCIAL CONDITION
--BUSINESS SCALE	1~10	3
--PROFITABILIRY	1~10	3
--LIQUIDITY	1~10	3
--LEVERAGE	1~10	3
--RESERVES	1~10	2
--CREDIT LINES	1~10	3
--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		28

This score serves as a reference to assess SC’s credit risk and to set the amount of credit to be extended. It is calculated from a composite of weighted scores obtained from each of the major sections of this report. The assessed factors and their relative weights (as indicated through %) are as follows:

Financial condition (40%) Ownership background (20%) Payment record (10%)

Credit history (10%) Market trend (10%) Operational size (10%)

RATING EXPLANATIONS

RATING		STATUS	PROPOSED CREDIT LINE
>86	Aaa	Possesses an extremely sound financial base with the strongest capability for timely payment of interest and principal sums	Unlimited
71-85	Aa	Possesses adequate working capital. No caution needed for credit transaction. It has above average (strong) capability for payment of interest and principal sums	Large
56-70	A	Financial & operational base are regarded healthy. General unfavourable factors will not cause fatal effect. Satisfactory capability for payment of interest and principal sums	Fairly Large
41-55	Ba	Overall operation is considered normal. Capable to meet normal commitments.	Satisfactory
26-40	B	Capability to overcome financial difficulties seems comparatively below average.	Small
11-25	Ca	Adverse factors are apparent. Repayment of interest and principal sums in default or expected to be in default upon maturity	Limited with full security
<10	C	Absolute credit risk exists. Caution needed to be exercised	Credit not recommended
-	NB	New Business	-

PRIVATE & CONFIDENTIAL : This information is provided to you at your request, you having employed MIPL for such purpose. You will use the information as aid only in determining the propriety of giving credit and generally as an aid to your business and for no other purpose. You will hold the information in strict confidence, and shall not reveal it or make it known to the subject persons, firms or corporations or to any other. MIPL does not warrant the correctness of the information as you hold it free of any liability whatsoever. You will be liable to and indemnify MIPL for any loss, damage or expense, occasioned by your breach or non observance of any one, or more of these conditions

This report is issued at your request without any risk and responsibility on the part of MIRA INFORM PRIVATE LIMITED (MIPL) or its officials.