MIRA INFORM REPORT

Report Date :

07.03.2011

Note : The Registered Address of the company has been shifted from 2^nd Floor, Pramukh Plaza, Cardinal Gracious Road, Andheri (West), Mumbai – 400099, Maharashtra, India to present address.

IDENTIFICATION DETAILS

Name :	MILESTONE INTERACTIVE PRIVATE LIMITED (01.07.2009)
Formerly Known As :	MILESTONE INTERACTIVE SOFTWARE PRIVATE LIMITED
Registered Office :	Unit Nos. 101 to 112, 1^st Floor, Nimbus Centre, Oberoi Complex, Off New Link Road, Andheri (West), Mumbai – 400053, Maharashtra
Country :	India
Financials (as on) :	31.03.2010
Date of Incorporation :	29.07.1997
Com. Reg. No.:	109692
CIN No.: [Company Identification No.]	U72200MH1997PTC109692
TAN No.: [Tax Deduction & Collection Account No.]	MUMM19657B
PAN No.: [Permanent Account No.]	AAACE4733D
Legal Form :	Private Limited Liability Company
Line of Business :	Marketing and Distribution of interactive game software, Game Peripherals and information and communication technology products.

RATING & COMMENTS

MIRA’s Rating :

Ba (46)

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

Maximum Credit Limit :	USD 261800
Status :	Satisfactory
Payment Behaviour :	Usually Correct
Litigation :	Clear
Comments :	Subject is a well 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.

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. Subhash Parekh
Designation :	Accounts Manager
Contact No.:	91-9820844247
Date :	10.09.2009

LOCATIONS

Registered Office :	Unit Nos. 101 to 112, 1^st Floor, Nimbus Centre, Oberoi Complex, Off New Link Road, Andheri (West), Mumbai – 400053, Maharashtra, India
Tel. No.:	91-22-42764000
Mobile No.:	91-9820844247 (Mr. Subhash Parekh)
Fax No.:	91-22-42764005
E-Mail :	sales@milestoneinteractive.com finance@milestoneinteractive.com jayant@milestoneinteractive.com
Website :	http://www.milestoneinteractive.com
Location :	Rented
Warehouse :	Bhiwandi Arihant Complex, Purna Village
Branch Office :	Located at · Bengaluru : No.282, 1^St Floor, 36^th Cross, 7^th Block, Jayanagar, Bengaloru – 560082, Karnataka, India Tel. No.: 91-80-26540253 · Chennai : 61/2 (New No.30/2), First Main Road, west CIT Nagar, Chennai – 600035, Tamilnadu, India Telefax : 91-44-2436010 · Hyderabad : 6-3-349/16/1, Hindinagar Colony, Panjagutta, Hyderabad – 500034, Andhra Pradesh, India · New Delhi : E-46/7, First Floor, Okhala Industrial Area, Phase – II, New Delhi, - 110020, Delhi, India Tel. No. : 91-11-26385351 · Kolkata : 31, S.R. Das Road, Kolkata – 700026, West Bengal, India Tel. No.: 91-33-24653549

DIRECTORS

As on : 29.09.2010

Name :	Mr. Jayant Sharma
Designation :	Managing Director
Address :	Building No.1B 125, Wind Ermere, New Link Road, Oshiwara Andheri (West), Mumbai – 400053, Maharashtra, India
Date of Birth/Age :	07.10.1963
Qualification :	B.Com
Date of Appointment :	28.08.1998
Name :	Mrs. Manisha Sharma
Designation :	Director
Address :	Building No.1B 125, Wind Ermere, New Link Road, Oshiwara Andheri (West), Mumbai – 400053, Maharashtra, India
Date of Birth/Age :	13.05.1967
Qualification :	B.A.
Date of Appointment :	30.03.2002

MAJOR SHAREHOLDERS / SHAREHOLDING PATTERN

As on : 29.09.2010

Names of Shareholders	No. of Shares
Mr. Jayont R. Sharma	519760
M/s Sampushti Investments Private Limited	400000
Mrs. Manisha Sharma	80040
Mr. Rajeec Sharma	40
Mrs. Nidhi Sharma	40
Mr. Anirudh Sharma	40
Mrs. Suniti Sharma	40
Mrs. Asha Sharma	40
Total	1000000

As on : 29.09.2010

Category	Percentage
Foreign holdings( Foreign institutional investor(s), Foreign companie(s) Foreign financial institution(s), Non-resident Indian(s) or Overseas Corporate bodies or Others	0.00
Bodies corporate	40.00
Directors or relatives of Directors	60.00
Other top fifty shareholders	0.00
Total	100.00

BUSINESS DETAILS

Line of Business :	Marketing and Distribution of Interactive game software, game consoles, game peripherals and information and communication technology products.
Agencies Held :	· Sony · Capcom · Electronics Arts · Atari etc.
Imports :
Products :	Computer Software
Countries :	· UK · Singapore · Australia · New York · Hong Kong
Exports :
Products :	Game Software
Countries :	Oman Kuwait UAE Greece Canada
Terms :
Selling :	L/C, Cash, Credit (30, 60, 90 days)
Purchasing :	L/C, Cash, Credit (30, 60, 90 days)

GENERAL INFORMATION

Customers :

· Wholesalers

· Retailers

· End Users

· OEM’s

No. of Employees :

50 (Approximately)

Bankers :

· Standard Chartered Bank, Lokhandwala

· ICICI Bank Limited

ICICI Bank Towers, Bandra Kurla Complex, Mumbai – 400 051, Maharashtra, India

Facilities :

Secured Loans	(As on 31.03.2009) Rs. in millions	(As on 31.03.2008) Rs. in millions
From Banks (Secured by mortgage of vehicles)	6.865	1.306
Total	6.865	1.306
Unsecured Loans	(As on 31.03.2009) Rs. in millions	(As on 31.03.2008) Rs. in millions
From Banks	1.819	4.697
From Non Banking Finance Companies	0.637	1.516
From Directors / Relatives	0.300	0.300
Total	2.756	6.514

Banking Relations :	--
Auditors :
Name :	Ray And Ray
Address :	G-2, Ramkrishna, 11 Happy Gome Society, Nehru Road, Vile Parle (East), Mumbai – 400057, Maharashtra, India
Associates :	· Sampusti Investments Private Limited · Milestone Multimedia Studios Private Limited · Milestone Music Distribution Private Limited
Subsidiaries :	Milestone Games Private Limited (Formerly Known as Exziliant TV Networks Private Limited)

CAPITAL STRUCTURE

As on : 31.03.2010

Authorised Capital :

No. of Shares	Type	Value	Amount
1000000	Equity Shares	Rs.10/- each	Rs.10.000 millions

Issued, Subscribed & Paid-up Capital :

No. of Shares	Type	Value	Amount
1000000	Equity Shares	Rs.10/- each	Rs.10.000 millions

FINANCIAL DATA

[all figures are in Rupees Millions]

ABRIDGED BALANCE SHEET

SOURCES OF FUNDS		31.03.2010	31.03.2009	31.03.2008
SHAREHOLDERS FUNDS
1] Share Capital		10.000	10.000	10.000
2] Share Application Money		0.000	0.000	0.000
3] Reserves & Surplus		55.447	32.120	7.557
4] (Accumulated Losses)		0.000	0.000	0.000
NETWORTH		65.447	42.120	17.557
LOAN FUNDS
1] Secured Loans		14.814	6.865	1.306
2] Unsecured Loans		2.739	2.756	6.514
TOTAL BORROWING		17.553	9.621	7.820
DEFERRED TAX LIABILITIES		0.000	0.000	0.000
TOTAL		83.000	51.741	25.377
APPLICATION OF FUNDS
FIXED ASSETS [Net Block]		11.297	11.505	3.551
Capital work-in-progress		0.000	2.676	0.000
INVESTMENT		7.326	1.270	1.320
DEFERREX TAX ASSETS		0.072	0.312	0.114
CURRENT ASSETS, LOANS & ADVANCES
	Inventories	36.314	24.737	10.494
	Sundry Debtors	93.371	71.897	44.196
	Cash & Bank Balances	25.096	30.423	7.779
	Other Current Assets	0.000	0.000	0.000
	Loans & Advances	57.459	28.888	8.022
Total Current Assets		212.240	155.945	70.491
Less : CURRENT LIABILITIES & PROVISIONS
	Current Liabilities	115.074	64.653	33.647
	Sundry Creditors		35.238	9.221
	Provisions	32.861	20.077	7.231
Total Current Liabilities		147.935	119.968	50.099
Net Current Assets		64.305	35.977	20.392
MISCELLANEOUS EXPENSES		0.000	0.000	0.000
TOTAL		83.000	51.740	25.377

PROFIT & LOSS ACCOUNT

	PARTICULARS		31.03.2009	31.03.2008
	SALES
		Income	705.269	281.826
		Other Income	0.000	0.251
		TOTAL (A)	705.269	282.077
Less	EXPENSES
		Cost of Goods Sold		226.692
		Administrative Expenses		31.932
		Selling and Distribution Expenses		7.401
		Marketing and Promotion Expenses		2.188
		Preliminary Expenses Written Off		0.000
		TOTAL (B)	665.815	268.213
Less	PROFIT BEFORE INTEREST, TAX, DEPRECIATION AND AMORTISATION (A-B) (C)			13.864
Less	FINANCIAL EXPENSES (D)			1.914
	PROFIT BEFORE TAX, DEPRECIATION AND AMORTISATION (C-D) (E)		39.454	11.950
Less/ Add	DEPRECIATION/ AMORTISATION (F)		2.266	0.774
	PROFIT BEFORE TAX (E-F) (G)		37.187	11.176
Less	TAX (I)		12.444	4.284
	PROFIT AFTER TAX (G-I) (J)		24.743	6.892
	EARNINGS IN FOREIGN CURRENCY
		Export Earnings	1.230	NA
	TOTAL EARNINGS		1.230	NA
	IMPORT
	CIF Value of Import		123.019	63.704
	TOTAL IMPORT		123.019	63.704
	Earnings Per Share (Rs.)		24.74	6.89

Expected Sales (2010-2011) : Rs. 1200.000 millions

KEY RATIOS

PARTICULARS		31.03.2010	31.03.2009	31.03.2008
PAT / Total Income	(%)	--	3.50	2.44
Net Profit Margin (PBT/Sales)	(%)	--	5.27	3.97
Return on Total Assets (PBT/Total Assets}	(%)	--	16.63	15.09
Return on Investment (ROI) (PBT/Networth)		--	0.56	0.64
Debt Equity Ratio (Total Liability/Networth)		2.52	3.07	3.30
Current Ratio (Current Asset/Current Liability)		1.43	1.29	1.41

LOCAL AGENCY FURTHER INFORMATION

Sundry Creditors Details

(Rs. In Millions )

Particulars	31.03.2010	31.03.2009	31.03.2008
Sundry Creditors – Goods
Total Outstanding Dues to Micro, Small and Medium Enterprises	NA	--	--
Total Outstanding dues to creditors other than Micro, Small and Medium Enterprises	NA	35.238	9.221
TOTAL	NA	35.238	9.221

Form No. 8

Name of the company	MILESTONE INTERACTIVE SOFTWARE PRIVATE LIMITED
Presented By	Mr. Jayant Sharma
1) Date and description of instrument creating the change	Loan cum Hypothecation Agreement dated 13.08.2002
2) Amount secured by the charge/amount owing on the securities of charge	Rs.0.773 million
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	14 Qty Intel P III Systems
4) Gist of the terms and conditions and extent and operation of the charge.	24 Months, 9% p.a., EHI – 3800
5) Name and Address and description of the person entitled to the charge.	ICICI Bank Limited ICICI Bank Towers, Bandra Kurla Complex, Mumbai – 400 051, Maharashtra, India
6) Date and brief description of instrument modifying the charge	Not Available
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.	Not Available

Corporate identity number of the company	U72200MH1997PTC109692
Name of the company	MILESTONE INTERACTIVE PRIVATE LIMITED
Address of the registered office or of the principal place of business in India of the company	2nd Floor, Pramukh Plaza, Cardinal , Gracious Road, Chakala, Andheri (E), Mumbai – 400099, Maharashtra, India 400099
This form is for	Creation of charge
Type of charge	Book debts Movable property (not being pledge) Floating charge
Particular of charge holder	Standard Chartered Bank, SME Credit, 23-25, M G Road, Fort, Mumbai – 400001, Maharashtra, India
Nature of instrument creating charge	Hypothecation Agreement
Date of instrument Creating the charge	15/10/2009
Amount secured by the charge	Rs. 40.000 millions
Brief of the principal terms an conditions and extent and operation of the charge	Rate of interest : Credit Facility. Interest / Commission - As agreed by and with the Bank from time to time. Terms of repayment : As agreed by and with the Bank from time to time. Margin : As applicable, if any. Extent and operation of the charge : The Bank is having first charge on the security given by the Company. Other : Nil
Short particulars of the property charged (Including location of the property)	Hypothecation by way of first charge on: a) all the stock in trade both present and future consisting of raw materials, finished goods, goods in process of manufacturing and other merchandise. All the present and future book debts, outstanding moneys receivable, claims and bills. All the movable fixed assets. (as more described in attached agreement)

TRADE REFERENCES :

• Music World
• Sony Centre
• Croma

Fixed Assets

· Office Equipments

· Motor Car

· Furniture and Fixture

· Computers

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. 44.99
UK Pound	1	Rs. 73.23
Euro	1	Rs. 62.80

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	YES
--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	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.