MIRA INFORM REPORT

Report Date :

21.03.2011

IDENTIFICATION DETAILS

Name :	MINDCRAFT SOFTWARE PRIVATE LIMITED
Registered Office :	17-A, Mehta Estate, Andheri - Kurla Road, Andheri (East), Mumbai – 400093, Maharashtra
Country :	India
Financials (as on) :	31.03.2010
Date of Incorporation :	13.09.2002
Com. Reg. No.:	11-137199
CIN No.: [Company Identification No.]	U72900MH2002PTC137199
IEC No.:	0302080805
TAN No.: [Tax Deduction & Collection Account No.]	MUMM17208C
PAN No.: [Permanent Account No.]	AADCM1893K
Legal Form :	Private Limited Liability Company.
Line of Business :	Software Products Sales, Software Development, Implementation and Support Services.

RATING & COMMENTS

MIRA’s Rating :

Ba

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

Status :	Moderate
Payment Behaviour :	No Complaints
Litigation :	Clear
Comments :	Subject is an old and established company having moderate track. Company’s profitability is low. The valuation report provided is of a lesser value than the transaction amount. However the networth statement provided is satisfactory. No complaints have been heard from market sources. It would be advisable to take adequate securities while dealing with the subject.

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. Rajesh Mehta
Designation :	Executive Director
Date :	11.03.2011

LOCATIONS

Registered Office :	17-A, Mehta Estate, Andheri - Kurla Road, Andheri (East), Mumbai – 400093, Maharashtra, India
Tel. No.:	91-22-42216200/ 66926200/ 66996200
Fax No.:	91-22-66939730
E-Mail :	accounts@mcsil.com accounts@mindcraft.in
Website :	http://www.mindcraft.co.in http://www.mindcraft.in
Location :	Leased
Branch Office :	# 159, Ground Floor, 6^th Main Road, HVR Layout, Bangalore – 560079, Karnataka, India
Tel. No.:	91-80-23482270
Location :	Leased

DIRECTORS

(AS ON 28.09.2010)

Name :	Mr. Hemant Ladoba Nerurkar
Designation :	Managing Director
Address :	5, Swapan Lokdarshan, Military Road, Marol, Andheri (East), Mumbai – 400059, Maharashtra, India
Date of Birth/Age :	17.11.1962
Date of Appointment :	13.09.2002
Name :	Mr. Rajesh Dinkar Mehta
Designation :	Executive Director
Address :	33/8, New Jitendra Society Limited, Dadabhai Cross Road No.1, Vile Parle (West), Mumbai – 40056, Maharashtra, India
Date of Birth/Age :	18.05.1962
Date of Appointment :	28.09.2009
Email :	rajesh@mcsil.com
Name :	Mr. Haresh Sankalchand Hirani
Designation :	Director
Address :	201, Hirani Villa, 45 Nehru Road, Vile Parle (East), Mumbai – 400057, Maharashtra, India
Date of Birth/Age :	11.10.1963
Date of Appointment :	07.08.2006

KEY EXECUTIVES

Name :	Mr. Kalpesh Desai
Designation :	Chief Executive Officer

MAJOR SHAREHOLDERS / SHAREHOLDING PATTERN

(AS ON 28.09.2010)

Names of Shareholders	No. of Shares (Equity)
Hemant Ladoba Nerurkar	322000
Anagha H. Nerurkar	7500
Viral Doshi	10000
Amol Bavdekar	10000
Rajesh Mehta	10000
Sandeep Chavan	10000
Haresh Hirani	115000
Sanjay S. Sathaye and Sandhya S. Sathaye	150000
Hemant Mirji	10000
Kantaben S. Hirani	35000
Raja Roychoudhury	10000
Mallikarhun Jainapur	10000
Paresh V. Sheth	500
Total	700000

Names of Shareholders	No. of Shares (Preference)
Saarth Estate Private Limited, India	226000
Scorpio International Private Limited, India	106000
Salome Investments Private Limited, India	256000
Nitin Engineers Private Limited, India	250000
Sathaye Inks and Rollers Private Limited, India	250000
Sanjay Sharad Sathaye	200000
Haresh Sankatchand Hirani	878300
Kantaben Hirani	72000
Total	2238300

(AS ON 28.12.2010)

Category	Percentage
Directors or relatives of directors	70.00
Other top fifty shareholders	30.00
Total	100.00

BUSINESS DETAILS

Line of Business :

Software Products Sales, Software Development, Implementation and Support Services.

GENERAL INFORMATION

Customers :

End Users

No. of Employees :

113 (Approximately)

Bankers :

§ Vijaya Bank

Aradhana, Lady Jamshedji Road, Mahim (west), Mumbai – 400016, Maharashtra, India

§ Corporation Bank

Kodamgiri Complex, Hanuman Road, Vile Parle (East), Mumbai – 400057, Maharashtra, India

§ AXIS Bank

§ Barclays Bank

§ BNP Paribas

§ Central Bank

§ Federal Bank

§ State Bank

§ Yes Bank

§ ICICI Bank

§ Kotak Mahindra Bank

§ State Bank of India

Facilities :

Secured Loans	31.03.2010	31.03.2009
	(Rs. In Millions)
Corporation Bank working Capital Loan (Secured by Hypothecation stock, Book Debts and Fixed Assets)	7.277	5.398
HDFC Car Loan (Secured on Hypothecation of Motor Cars)	--	0.246
Kotak Mahindra Prime Limited – Car Loan (Secured on Hypothecation of Motor Cars)	0.216	0.486
Total	7.493	6.130
Unsecured Loans	31.03.2010	31.03.2009
	(Rs. In Millions)
Intercorporate Deposits	17.116	11.100
Loan from Shareholders	0.506	7.134
ICICI Bank Limited (001105001975)	0.140	0.375
Total	17.762	18.609

Banking Relations :	--
Auditors :
Name :	May and Company Chartered Accountant
Address :	2/34, Parleshwar Society, Vile Parle (East), Mumbai – 400057, Maharashtra, India
Tel. No.:	91-22-26116602
Fax No.:	91-22-26117130
Email :	office@camay.net
Website :	http://www.camay.net

CAPITAL STRUCTURE

Authorised Capital :

No. of Shares	Type	Value	Amount
2500000	Equity Share	Rs.10/- each	Rs.25.000 Millions
2500000	Redeemable Preference Shares	Rs.10/- each	Rs.25.000 Millions
	Total		Rs.50.000 Millions

Issued, Subscribed & Paid-up Capital :

No. of Shares	Type	Value	Amount
700000	Equity Share	Rs.10/- each	Rs.7.000 Millions
2238300	12% Cumulative Preference Shares	Rs.10/- each	Rs.22.383 Millions
	Total		Rs.29.383 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		29.383	30.568	31.820
2] Share Application Money		0.000	0.000	0.000
3] Reserves & Surplus		12.000	12.000	12.000
4] (Accumulated Losses)		(11.978)	(13.830)	(22.018)
NETWORTH		29.405	28.738	21.802
LOAN FUNDS
1] Secured Loans		7.493	6.130	8.173
2] Unsecured Loans		17.762	18.609	16.954
TOTAL BORROWING		25.255	24.739	25.127
DEFERRED TAX LIABILITIES		0.000	0.000	0.000
TOTAL		54.660	53.477	46.929
APPLICATION OF FUNDS
FIXED ASSETS [Net Block]		2.575	3.168	4.627
Capital work-in-progress		14.797	5.607	0.000
INVESTMENT		0.162	0.005	0.005
DEFERREX TAX ASSETS		6.279	7.485	1.126
CURRENT ASSETS, LOANS & ADVANCES
	Inventories	3.092	3.092	3.092
	Sundry Debtors	19.436	21.286	33.266
	Cash & Bank Balances	0.163	0.350	0.405
	Other Current Assets	0.000	0.000	0.000
	Loans & Advances	25.049	28.138	25.700
Total Current Assets		47.740	52.866	62.463
Less : CURRENT LIABILITIES & PROVISIONS
	Sundry Creditor	9.807	8.693	11.370
	Other Current Liabilities	2.822	3.053	2.849
	Provisions	4.264	3.908	7.073
Total Current Liabilities		16.893	15.654	21.292
Net Current Assets		30.847	37.212	41.171
MISCELLANEOUS EXPENSES		0.000	0.000	0.000
TOTAL		54.660	53.477	46.929

PROFIT & LOSS ACCOUNT

	PARTICULARS		31.03.2010	31.03.2009	31.03.2008
	SALES
		Income	119.897	162.913	172.252
		Other Income	1.159	0.923	1.136
		TOTAL (A)	121.056	163.836	173.388
Less	EXPENSES
		Cost of Softwares Sold	69.496	94.815	94.174
		Personnel Expenses	33.417	49.321	53.385
		Operating and Administrative Expenses	10.147	11.942	14.541
		Business Promotion Expenses	0.399	1.041	1.114
		TOTAL (B)	113.459	157.119	163.214
Less	PROFIT BEFORE INTEREST, TAX, DEPRECIATION AND AMORTISATION (A-B) (C)		7.597	6.717	10.174
Less	FINANCIAL EXPENSES (D)		2.857	2.897	2.914
	PROFIT BEFORE TAX, DEPRECIATION AND AMORTISATION (C-D) (E)		4.740	3.820	7.260
Less/ Add	DEPRECIATION/ AMORTISATION (F)		0.897	1.186	1.367
	PROFIT BEFORE TAX (E-F) (G)		3.843	2.634	5.893
Less	TAX (H)		1.991	(5.554)	3.497
	PROFIT AFTER TAX (G-H) (I)		1.852	8.188	2.396
Add	PREVIOUS YEARS’ BALANCE BROUGHT FORWARD		(13.830)	(22.018)	(24.414)
	BALANCE CARRIED TO THE B/S		(11.978)	(13.830)	(22.018)
	Earnings Per Share (Rs.)		0.63	--	--

KEY RATIOS

PARTICULARS		31.03.2010	31.03.2009	31.03.2008
PAT / Total Income	(%)	1.53	5.00	3.40
Net Profit Margin (PBT/Sales)	(%)	3.21	1.62	3.42
Return on Total Assets (PBT/Total Assets}	(%)	3.68	4.70	8.78
Return on Investment (ROI) (PBT/Networth)		0.13	0.09	0.27
Debt Equity Ratio (Total Liability/Networth)		1.43	1.41	2.13
Current Ratio (Current Asset/Current Liability)		2.83	3.38	2.93

LOCAL AGENCY FURTHER INFORMATION

OPERATING STATEMENT

(RS. IN MILLIONS)

Particulars	2011	2012	2013	2014
	(Projected)
Gross Sales
Gross Sales – Domestic	200.000	309.000	401.700	522.210
Gross Sales – Exports	0.000	0.000	0.000	0.000
Total Gross Sales	200.000	309.000	401.700	522.210
Less : Excise Duty	0.000	0.000	0.000	0.000
Net Sales	200.000	309.000	401.700	522.210
% rise [+] or fall [-] in net sales as compared to previous year	--	54.50	30.00	30.00
Other Operating Income
Export Incentives	0.000	0.000	0.000	0.000
Others	0.000	0.000	0.000	0.000
Other Operating Income - Total	0.000	0.000	0.000	0.000
Total Operating Income	200.000	309.000	401.700	522.210
Cost of Sales
Raw Materials Consumed (Including Stores and Other Items Used in the Process of Manufacture)
Imported	0.000	0.000	0.000	0.000
Indigenous	0.000	0.000	0.000	0.000
Purchases	110.500	143.650	186.745	242.769
Others Stores and Spares	0.000	0.000	0.000	0.000
Power and Fuel	0.000	0.000	0.000	0.000
Direct Labour	78.440	143.200	190.274	247.674
Other Manufacturing Expenses	0.000	0.000	0.000	0.000
Depreciation	1.141	1.945	2.422	2.730
Sub Total	190.081	288.795	379.441	493.173
Add: Opening Stock	0.000	0.000	0.000	0.000
Less: Closing Stock	0.000	0.000	0.000	0.000
Total Cost of Sales	190.081	288.795	379.441	493.173
Selling, General and Administrative Expenses	0.000	0.000	0.000	0.000
Operating Profit Before Interest	9.919	20.205	22.259	29.038
Interest	3.099	2.968	2.897	2.897
Operating Profit after Interest	6.820	17.237	19.362	26.141
Add : Non- Operating income	0.000	0.000	0.000	0.000
Deduct Non –Operating Expenses	0.000	0.000	0.000	0.000
Net of other non operating Income / Expenses	0.000	0.000	0.000	0.000
Profit before Tax/ Loss [PBT]	6.820	17.237	19.362	26.141
Provision for taxes	0.000	1.553	5.809	7.842
Net Profit / Loss [PAT]	6.820	15.684	13.554	18.299
Dividend	--	--	--	--
Cash Profit	7.961	17.629	15.976	21.029
Cash Profit Plus Interests on Term Loan (A)	8.163	17.700	15.976	21.029
Installments due under Term Loans –Existing Term Loan	--	--	--	--
Installments due under Term Loans –Proposed Term Loan	--	--	--	--
Interests on Term Loans	0.202	0.071	0.000	0.000
Sub Total (B)	0.202	0.071	0.000	0.000
DSCR	40.37	248.97	--	--
Average DSCR	229.92

------------------------------------------------------------------------------------------------------------------------------

PROJECTED BALANCE SHEET

RS IN MILLIONS

Particulars	2011	2012	2013	2014
	(Projected)
Bank Borrowings	--	--	--	--
Installments of Term Loans/ Deferred Payment Credits/ Debentures/ Debentures/ Deposits/ redeemable preference Shares (Due within one year)	--	--	--	--
Credit for Purchases	9.208	11.971	15.562	20.231
Provision for Taxation	--	--	--	--
Other Current Liabilities	0.438	0.875	1.104	1.396
Sub Total (A)	9.646	12.846	16.666	21.627
TERM LIABILITIES
Debentures [not maturing within one year]	0.000	0.000	0.000	0.000
Preference Shares [Redeemable after 1 year]	0.000	0.000	0.000	0.000
Term loans [excluding installments  payable within one year]	19.977	22.477	22.477	22.477
Loans (Unsecured from Promoters)	17.978	18.678	18.678	18.678
Deferred Sales Tax / Deferred Loan Deferred Payment Credit [Excluding installments due within one year]	0.000	0.000	0.000	0.000
Term deposit [repayable after one year]	0.000	0.000	0.000	0.000
Other Term Liabilities	0.000	0.000	0.000	0.000
Sub Total (B)	37.955	41.155	41.155	41.155
NET WORTH
Equity Share Capital	41.383	41.383	41.383	41.383
Partners Capital/ Capital Brought in by proprietor	0.000	0.000	0.000	0.000
Share Application Money	0.000	0.000	0.000	0.000
Reserve and Surplus	(5.158)	10.526	24.080	42.378
Shares Premium	0.000	0.000	0.000	0.000
Other reserve	0.000	0.000	0.000	0.000
Surplus [+] or deficit [-] in Profit and Loss Account	0.000	0.000	0.000	0.000
Other (Specify)	0.000	0.000	0.000	0.000
TOTAL NET WORTH (C)	36.225	51.909	65.463	83.761
TOTAL CAPITAL + LIABILITIES (A + B + C)	83.826	105.910	123.284	146.543
CURRENT ASSETS
Cash and Bank Balance	0.113	0.517	0.288	1.355
Investments	0.162	0.162	0.162	0.162
Receivable	34.792	54.417	70.742	91.964
INVENTORY
Raw Material Consumed, WIP and Consumable Spares	0.000	0.000	0.000	0.000
Advances Suppliers of Stores and Spares	0.000	0.000	0.000	0.000
Advances Payment of Taxes	0.000	0.000	0.000	0.000
Other Current Assets	23.843	25.049	25.049	25.049
Sub Total (A)	58.910	80.145	96.241	118.530
FIXED ASSETS
Gross Block (Land and Building, Machinery, Work-In-Progress)	18.572	21.431	23.186	24.464
Depreciation to date	1.141	1.945	2.422	2.730
NET BLOCK	17.431	19.486	20.764	21.734
Capital WIP	0.000	0.000	0.000	0.000
Sub Total (B)	17.431	19.486	20.764	21.734
OTHER NON – CURRENT ASSETS
Investments/ book/ debts/ advances/ deposits which are not Current Assts
[a] Investments in Subsidiary companies/ affiliates	0.000	0.000	0.000	0.000
[b] Others	0.000	0.000	0.000	0.000
ii] Advances to suppliers of capital goods and contractors	0.000	0.000	0.000	0.000
iii] Deferred receivables [maturity exceeding one year]	7.485	6.279	6.279	6.279
iv] Others	0.000	0.000	0.000	0.000
Miscellaneous Deposits	0.000	0.000	0.000	0.000
Non consumables Stores and Spares	0.000	0.000	0.000	0.000
Other non – current assets including dues from directors (Deferred Tax Assets)	0.000	0.000	0.000	0.000
TOTAL OTHER NON – CURRENT ASSETS (C)	7.485	6.279	6.279	6.279
Intangible assets [Patents, goodwill, prelim, expenses, bad/ doubtful expenses Not provided for etc.] (D)	0.000	0.000	0.000	0.000
TOTAL ASSETS	83.826	105.910	123.284	146.543

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CASH FLOW STATEMENT

(RS. IN MILLIONS)

Particulars	2012	2013	2014	2015
	(Projected)
SOURCES OF CASH
Profit before Interests and Tax less adjustments for non-cash revenue	20.205	22.259	29.038	0.000
Depreciation	1.945	2.422	2.730	0.000
Preliminary Expenses Written off	0.000	0.000	0.000	0.000
Loss on Sale of Fixed Assets	0.000	0.000	0.000	0.000
Issue of Equity Shares	0.000	0.000	0.000	0.000
Issue of Preference Shares	0.000	0.000	0.000	0.000
Issue of Debentures	0.000	0.000	0.000	0.000
Raising of Long Term Loss	2.500	0.000	0.000	0.000
Raising of Other Long Term Unsecured Loans/ deposits etc.	0.700	0.000	0.000	0.000
Sale of fixed assets	0.000	0.000	0.000	0.000
Increase in Current Liabilities	3.200	3.820	4.960	0.000
Decrease in Current Assets	0.000	0.000	0.000	118.530
Increase in Short Term Borrowings	0.000	0.000	0.000	0.000
Decrease in Non Current assets/ Investments	0.000	0.000	0.000	0.000
SUB TOTAL (A)	28.550	28.501	36.728	140.264
Increase in Deferred Tax Liability	0.000	0.000	0.000	0.000
APPLICATION OF CASH
Redemption of Redeemable Preference	0.000	0.000	0.000	0.000
Redemption of Debentures	0.000	0.000	0.000	0.000
Repayment of Long term Loans	0.000	0.000	0.000	22.477
Repayment of Long term Unsecured Loans/ deposits etc.	0.000	0.000	0.000	18.678
Purchases of Fixed Assets	4.000	3.700	3.700	0.000
Decrease in Current Liabilities	0.000	0.000	0.000	21.627
Increase in Current Assets	21.235	16.096	22.289	0.000
Increase in Non current Assets/ Investments	1.206	0.000	0.000	6.279
Interests Paid	2.968	2.897	2.897	0.000
Taxes paid	1.553	5.809	7.842	0.000
Dividend	0.000	0.000	0.000	83.761
SUB-TOTAL (B)	30.962	28.502	36.727	152.822
Net Surplus (A-B)	(2.412)	0.000	0.001	(12.558)
Opening Balance	0.113	0.517	0.288	1.355
Closing Balance	0.517	0.288	1.355	0.000

------------------------------------------------------------------------------------------------------------------------------

BUSINESS PROJECTIONS AND DSCR (COMPANY)

(RS. IN MILLIONS)

Particulars	2012	2013	2014	2015
	(Projected)
Capacity UItlisation (%)	0.000	0.000	0.000	0.000
Net Income	200.000	309.000	401.700	522.210
PAT	6.820	15.684	13.554	18.299
Cash Profit	7.961	17.629	15.976	21.029
Add: Interests on TL	0.202	0.071	0.000	0.000
Total (A)	8.163	17.700	15.976	21.029
Installments due under TLs
- Existing TLs	0.000	0.000	0.000	0.000
- Proposed TLs	0.000	0.000	0.000	0.000
Interests on TLs	0.202	0.071	0.000	0.000
Total (B)	0.202	0.071	0.000	0.000
DSCR (A/B)	40.34	248.97	NA	NA
Average DSCR	--

------------------------------------------------------------------------------------------------------------------------------

DSCR SCENARIOS FOR A COMPANY

(AS DISTINGUISHED FROM A PROJECT)

(RS. IN MILLIONS)

Particulars	2011	2012	2013	2014
	(Projected)
Scenario for a fall in Total Operating Income
% fall in revenue
Total Operating Income (shocked downwards)	200.000	309.000	401.700	522.210
Cost of Sales + SGA	190.081	288.795	379.441	493.173
Operating Profit before Interest	9.919	20.205	22.259	29.038
Interest	3.099	2.968	2.897	2.897
Operating Profit after Interest	6.820	17.237	19.362	26.141
Net of non operating income/ expenses	0.000	0.000	0.000	0.000
Profit before tax	6.820	17.237	19.362	26.141
Provision for Tax	0.000	1.553	5.809	7.842
PAT	6.820	15.684	13.554	18.299
Total of PAT + Int. on TL + Dep.	8.163	17.700	15.976	21.029
Installments of Term Loans/ Deferred payment credits/ Debentures/ deposits (due within one year)	0.000	0.000	0.000	0.000
Interest	0.202	0.071	0.000	0.000
DSCR (for a fall in Op Rev)	40.34	248.97	0.000	0.000
Total of Int. on TL + Installments on TL	0.202	0.071	0.000	0.000
Scenario for a rise in operating expenses
% rise in Op Expenses
Total Operating Income	200.000	309.000	401.700	522.210
Cost of Sales + SGA (shocked upwards)	190.081	288.795	379.441	493.173
Operating Profit before Interest	9.919	20.205	22.259	29.038
Interest	3.099	2.968	2.897	2.897
Operating Profit after Interest	6.820	17.237	19.362	26.141
Net of non operating income/ expenses	0.000	0.000	0.000	0.000
Profit before tax	6.820	17.237	19.362	26.141
Provision for tax	0.000	1.553	5.809	7.842
PAT	6.820	15.684	13.554	18.299
Total of PAT + Int. on TL + Dep.	8.163	17.700	15.976	21.029
Installments of Term Loans/ Deferred payment credits/ Debentures/ deposits (due within one year)	0.000	0.000	0.000	0.000
Interest	0.202	0.071	0.000	0.000
DSCR (for a rise in Op Expense)	40.34	248.97	0.000	0.000
Total of Int. on TL + Installments on TL	0.202	0.071	0.000	0.000

------------------------------------------------------------------------------------------------------------------------------

COMPARATIVE STATEMENT OF CURRENT ASSETS AND CURRENT LIABILITIES

(RS IN MILLIONS)

Particulars	2011	2012	2013	2014
	(Projected)
Raw Materials
[a] Imported	0.000	0.000	0.000	0.000
Months Consumption	0.000	0.000	0.000	0.000
[b] Indigenous	0.000	0.000	0.000	0.000
Months Consumption	0.000	0.000	0.000	0.000
Other consumable spares
Excluding those included 1 above
[a] Imported	0.000	0.000	0.000	0.000
Months Consumption	0.000	0.000	0.000	0.000
[b] Indigenous	0.000	0.000	0.000	0.000
Months Consumption	0.000	0.000	0.000	0.000
Stock in process	0.000	0.000	0.000	0.000
Months cost of production	0.000	0.000	0.000	0.000
Finished goods	3.092	3.092	3.092	0.000
Months cost of sales	0.25	0.23	0.32	0.000
Receivable other than export and deferred receivables [including bills purchased and discounted by bankers]	33.266	21.286	19.436	34.792
Months domestic sales	2.32	1.56	1.93	2.09
Export receivables [including bills purchased and discounted by bankers]	0.000	0.000	0.000	0.000
Months export sales	0.000	0.000	0.000	0.000
Advances to suppliers of raw materials and stores/ spares consumable	0.000	0.000	0.000	0.000
Other current Assets including cash and bank balances and deferred receivable due within one year	26.110	28.494	25.374	25.324
TOTAL CURRENT ASSETS	62.468	52.872	47.902	60.116
B CURRENT LIABILITIES
[Other than bank borrowing for working capital]
Creditors for purchases of raw materials and stores and consumable spares	11.370	8.693	9.807	9.208
Months Purchases	1.45	1.10	1.69	1.00
Advances from customers	0.000	0.000	0.000	0.000
Statutory Liabilities	0.000	0.000	0.000	0.000
Other current liability including short term borrowing dividend payable, installment of DPG public deposit, debentures etc	9.922	6.961	7.086	0.437
TOTAL	21.292	15.654	16.893	9.646

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COMPUTATION OF TOTAL INCOME

(MINDCRAFT SOFTWARE PRIVATE LIMITED)

(RS. IN MILLIONS)

Particulars	2010-2011
PROFITS AND GAINS OF BUSINESS OR PROFESSION
Net profit as per Profit and Loss a/c	3.843
Add: Inadmissible Expenses
Loss on sale of Assets	0.057
Depreciation as per companied Act	0.899
	4.799
Less: Admissible Expenses
Depreciation as per income Tax Act	0.796
	4.003
GROSS TOTAL INCOME		4.003
LESS: DEDUCTIONS UNDER CHAPTER VI - A
Net Taxable Income		4.003
Taxable Income Rounded Off		4.003
Less: Loss of Earlier Years Adjusted		4.003
NET TAXABLE INCOME		--
COMPUTATION OF TAX LIABILITY
Tax on Income Subject to normal rates	--
Total Tax Liability	--
Add: Surcharge @ 10%	--
Add: Education Cess 3%
Tax As per IT Act		--
Less: Prepaid Taxes
Advance Tax Paid	0.073
Tax Deducted at Sources	2.024
Self Assessment Tax paid	--	2.096
Tax payable or Refund Due		(2.096)
Loss Carried Forward to Next Year		18.880
Net Profit as per Profit or loss a/c		3.843
Book Profit for MAT		3.843
15% Tax on Book Profit		0.576
Surcharge		--
Education Cess		0.017
		0.594
Less: Tax Deducted at Sources		--
Net Tax Payable		0.594

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NET WORTH STATEMENT

(MR. HEMANT NERURKAR)

(RS. IN MILLIONS

PARTICULARS	31.03.2010
ASSETS
House property at 5, Swapan Lok, Military Road, Marol, Andheri (East), Mumbai - 400059	21.440
Shares held with Mindcraft Software Private Limited (322000 Shares at book Value of Rs.1.03/- each)	0.332
Surrender Value of LIC	2.500
Jewellery (Market Value)	1.500
TOTAL ASSETS (A)	25.772
LIABILITIES
Housing Loan	1.401
TOTAL LIABILITIES (B)	1.401
NET WORTH (A-B)	24.371

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NET WORTH STATEMENT

(MR. HARESH HIRANI)

(RS. IN MILLIONS)

Particulars	31.03.2009
	Amount Book Value	Amount Approx. Market Value
Bank Balance	0.686	0.686
Ancestral Prop. At Rajasthan	0.000	3.000
Prop at Kushal Corp. 1^st Floor	9.999	13.314
Prop. At Rudraksh	8.407	11.774
Goregaon Plot	0.023	2.500
Property (Plot) at Bhiwandi	1.365	2.100
Property at Tungi-Maval	1.540	1.800
Toyota Innova	0.647	0.500
Mutual Funds/ Shares	7.035	5.568
Investments in Government Securities	0.000	0.000
PPF	0.042	0.042
NSC	0.779	0.779
Capital in Firms/ Companies	66.493	66.493
FDR with Vijaya Bank	1.157	1.157
Gold and Jewellery	0.000	0.432
LIC (Surrender Value)	0.000	8.304
Total	98.173	118.449
Less: Loans	54.296	54.296
Total	43.877	64.153

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STATEMENT OF ASSETS AND LIABILITIES

MRS. ANAGHA NERURKAR

(RS. IN MILLIONS)

ASSETS

OTHER ASSETS

Jewellery	1.006
Total Value of Other Assets	1.006

TOTAL ASSETS

RS.1.006 MILLIONS

NET WORTH

RS.1.006 MILLIONS

------------------------------------------------------------------------------------------------------------------------------

STATEMENT OF ASSETS AND LIABILITIES

MRS. ANAGHA NERURKAR

(RS. IN MILLIONS)

ASSETS

INVESTMENT IN BUSINESS CAPITAL

Name of the company/ Firm/ concern in with investment is made	Amount Invested (Rs. In Millions)
Shares held with Mindcraft Softwares Private Limited	0.100
Total	0.100

LIFE INSURANCE POLICY

Policy Name	Annual Premium (Rs. In Millions)
LIC	0.034
Total	0.034

OTHER ASSETS

Nature / Details of Assets	Market Value of Assets (Rs. In Millions)
Other Current Assets	1.867
Total	1.867

TOTAL ASSETS

RS.2.010 MILLIONS

LIABILITIES

OTHER LIABILITIES

Nature of Liability	Extent of Liability
Current Liability	0.956
TOTAL LIABILITY	RS.0.956 MILLION

NET WORTH

RS.1.045 MILLION

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VALUATION REPORT OF IMMOVABLE PROPERTY

PART – I (QUESTIONNAIRE)

GENERAL INFORMATION

Purpose for Which Valuation Made	To assess the Fair Market Value for the Purposes of availing credit facility/ collateral Security from Corporation Bank, Vile Parle Branch
Date on which Visit Made	10^th November, 2010
Name of the Owners	Mr. Hemant / Mrs. Anagha Nerurkar
If the Property is under Joint Ownership co-ownership, shares of each owner, is the share divided.	Ownership as per agreement dated 13.02.2001 Share Certificate not available Distinctive No.
Brief Description of the Property	The said property consist of Residential Premises At Ground + 1^st Floor, Row Bungalow No.5 At Swapan Lok Darshan CHS Limited
Location, Street Ward No.	At Military Road, Marol, Andheri (East), Mumbai - 400059
Survey/ Plot No. of Land	CTS No.135, S. no.17, H no.1 at Village Marol, Tal Andheri
Is the property Situated in residential Area	Residential Area
Classification of locality	Higher Middle Class
Proximity to civic amenities like schools offices, Hospitals, Market Cinemas etc.	Available at about 1 to 2 km distance. Railway Station, Andheri (East), at 5 km distance
Means and Proximity to surface Communication by which the locality is served	Autos, Buses, Taxis and suburban railway service available. Western Express Highway at 3 km distance
LAND
Area of land supported by documentary proof.	Residential premises on Ground + 1^st Floor, Row Bungalow No.5, At Swapan Lok Darshan CHS Limited Admeasuring Carpet Area 1137 sq. ft. (Actual) and Built up area 1592 sq. ft. as per my opinion. And built up area 1340 sq. ft. as per agreement.
Roads or lanes on which land is abutting.	At Military Road
Is it Freehold or lease land	Freehold Land
Does the land fall in area included in town planning scheme or any development of Govt. of any statutory body? If so give particulars	Fall within limits of MCGM Tal – Andheri
Has any contribution been made towards development or is any contribution still outstanding?	Surrounded by compound wall and gates
IMPROVEMENT
Is the building owner-occupied/ Tenanted/ both?	Owner Occupied (Residential Premises)
RENTS
Give details of water and electricity charges if any to be borne by the owner	Borne by Owner
If a pump is installed, who has to bear the cost	Cost Borne by the Owner
Who has to bear the cost of electricity for lighting of common space like entrance, hall stairs, passage, compounds etc.	Maintained by Owner and cost borne by Owners.
What is the amount of property tax? Who to bear it? Give details with documentary proof	Rs.4580/6 Month not included in society maintenance charges and borne by owner.
SALES
Give instance of sale of immovable property in the locality on a separate sheet, including the name and address of the property, registration No. sale price and area land sold.	The fair market value of the said property is assessed from the market survey and inquiry from local estate agents. The Row House is on Ground + 1^st floor, building is 9 years old
Land rate/ adopted in this valuation/ If sale instances are not available or relied upon the basis of arriving at the land rate.	Considered the above factory the fair Market value of said Premises is as follows The Built up area 1340 sq. ft. @ Rs.16000/- = Rs.21.440 Millions
COST OF CONSTRUCTION
Year of commencement of construction and year of completion.	Year 2000-2001

TECHNICAL DETAILS FOR THE PREMISES

PART II

No. of floor and height of floor	Ground + 1^st floor having 10’-0 height
Plinth Area – floor – wise (As per is 3861-1966)	Residential premises on Ground + 1^st Floor, Row Bungalow No.5, At Swapan Lok Darshan CHS Limited Admeasuring Carpet Area 1137 sq. ft. (Actual) and Built up area 1592 sq. ft. as per my opinion. And built up area 1340 sq. ft. as per agreement.
Year of construction	Years 2000-2001
Estimated future life	50 years
Types of construction – load bearing wall / RCC	RCC Structure
Types of Foundations	RCC
Walls
- Basement and Plinth	9” thick brick masonry
- Super Structure above	6” thick brick masonry
Partitions	4” thick brick masonry
Door and windows (Floor – wise)	Wooden Frame, Flush Door and Aluminium Windows
Flooring (Floor – wise)	Marble Tiles Flooring
Finishing (Floor – wise)	Sand face cement plaster externally and neeru cement plaster internally.
Roofing and terracing	RCC Flat Roof
- Internal wiring – surface or conduit	Conduit
- Class of fittings superior/ ordinary/ poor	Good Quality
Sanitary Installations	Three toilets Provided
Class of Fittings superior coloured/ Superior white/ Ordinary	Good Quality
Compound Wall	Masonry wall provided with gates
No. of lifts and Capacity	Nil
Underground Sump	Provided
Capacity	As per MCGM regulations
Type of construction	RCC
Overhead Tank	Provided
Where Located	On Terrace
Capacity	As per MCGM Regulations
Type of Construction	RCC
Pumps No. and Their Horse Power	Provided of Adequate capacity
Road and Paving within the compound approx area, type of paving.	Concrete coba paving
Sewage disposal/ whether connected to public sewers. If septic tanks provided, No. and Capacity.	Connected to Public Sewers.

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FORM 8:

Name of the company	Mindcraft Software Private Limited
Presented By	Mindcraft Software Private Limited
1) Date and description of instrument creating the change	Hypothecation Agreement dated 27.04.2004
2) Amount secured by the charge/amount owing on the securities of charge	Rs.1.600 Millions
3) Short particular of the property charged. If the property acquired is subject to charge, date of the acquired of the property should be given	All, present and future, goods whether raw, finished or in the process of manufacture and / or implements and /or other movable.
4) Gist of the terms and conditions and extent and operation of the charge.	To secure cash credit facility granted by the Bank to the Borrower. Rate of Interest: 14.25% p.a.
5) Name and Address and description of the person entitled to the charge.	Vijaya Bank Mahim Branch, Mumbai – 400016, Maharashtra, India
6) Date and brief description of instrument modifying the charge	Agreement dated 30.08.2004 § Supplementary Agreement § Agreement of Hypothecation of supply BM and Book Debts (Both these agreement together constitute a single modification)
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.	BY this modification, the security mentioned in column No.3 herein above, shall now hold good to secure the due repayment of Adhoc facility of Rs.5.500 Millions granted by the Bank to the borrower. And also all, present and future, book debts, outstanding, money receivable, claims, bills, contracts, engagements, securities, Investments, right and assets of the borrower shall also further hold good to secure the said credit facility aggregating Rs.7.0000 Millions Therefore the overall charge now stands at Rs.7.000 Millions.

------------------------------------------------------------------------------------------------------------------------------

FIXED ASSETS:

· Computers and Peripherals

· Communication Equipments

· Office Equipments

· Furniture and Fixtures

· Air Conditioner

· Television

· Motor Car

· Refrigerator

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WEBSITE DETAILS:

PROFILE:

Subject is a software solutions company focusing on the Indian BFSI or Financial Services segment since its inception in 2002.

Company has a range of products and services for the financial services segment. For solutions, they focus on Banks, Insurance and Mutual Funds. The Infrastructure services along with the newly started Business Intelligence Practice caters to a wider industry segment.

Company also offers language and code conversion services in partnership with Image Point Technologies. Company partners with Agile Financial Technologies in the international market and for large turnkey projects in India.

PRODUCTS

Banks - Payment Hub, Payment Reconciliation and New Business Workflow

Life Insurance - Customer Portal, Agent Portal, Employee Portal and New Business Workflow

Mutual Funds - Investor Self Service Portal and Brokerage Commission Tracking

Cross Industry - HR Options (Expense Reimbursement, Timesheet, Leave Management, Appraisal System, eRecruitment and Career Opportunities), Customer and Vendor Integration Portals, Field Force Automation and Secondary Sales

SERVICES

Consulting - Technology Consulting, Program Management, Security Policyand Audits, ISO 27001 Consulting, Application Security Audit

Application Services - Integration, Development and Maintenance

Infrastructure Services - Information Management, Security Services and Data Center Services. MindCraft manages and supports all systems (OS, Messaging and Monitoring, Security, Databases and Middleware) in the datacenter.

BUSINESS INTELLIGENCE

§ Design and Implementation of the Business Intelligence paradigm for the business

§ Report Generation and Ongoing Support - development, maintenance and infrastructure

Language and Code Transformation

ScriptMagic - Renders applications in various languages with code changes

SiteMagic - Converts websites (offline and on-line) into various languages

Print Shaping - Enables reports, designed for dotmatrix printers, to be printed on laser printers

Code Transformation - Transforms an application from one programming language to another (e.g. Oracle forms application can be converted in to Java/J2EE application).

Partnerships

Company uses the IBM, Oracle and Sybase platforms to bring business solutions.

They have been fortunate to serve some of the best organizations operating in India. Here's a sample:

Banks	AXIS Bank, Barclays Bank, BNP Paribas, Central Bank, Federal Bank, Kotak Bank, State Bank, Yes Bank
Finance	AIG Consumer Finance, Barclays Finance, Bombay Stock Exchange, Edelweiss, Kotak Securities, NCDEX
Insurance	Future Generali, ICICI Prudential Life, Kotak Life, Reliance Life, TATA AIG
Mutual Funds	IDFC Mutual Fund, Kotak AMC, Tata Mutual Fund
Other Verticals	Air India, Camlin, Konkan Railway, L&T Infotech, Mastek, Nicholas Piramal, Kuoni & VFS, Western Railway

MANAGEMENT

Subject is a 'Professionally Managed' company. The Management Team takes a holistic organization-wide approach for Strategy and Planning. Most senior members of company have risen through the ranks and they have a few who have joined from other organizations. This gives us a good balance of thought and outlook.

BOARD OF DIRECTORS

Hemant Nerurkar - Managing Director

Rajesh Mehta - Executive Director

Haresh Hirani - Director

Haresh brings with him over 20 years of experience in the Construction arena. He is a partner of "Dolchand Kallaji", one of the leaders in real estate development. He is also a partner of 2 manufacturing units namely, Symbiosis and Aesthetic. Symbiosis is involved in ready mix concrete manufacturing and Aesthetic in pavers manufacturing.

Haresh has a B.Com degree from Mumbai.

Advisors to the Board

Company has appointed a few industry stalwarts, who are familiar with company as advisors to the Board. These personalities attend company board meetings as invitees whenever they can spare time from their busy schedules. They provide the depth, which the board appreciates, and broaden their horizons.

Kalpesh Desai

Kalpesh is the CEO of Agile Financial Technologies.

Kalpesh has over two decades of experience as a techno-commercial executive having held multiple roles in product development, operations management, sales and marketing management and general management. He has built a reputation of creating and building successful, scalable enterprises by defining and converting corporate vision into strategic intent and coordinated action. A firm believer of producing results through people, he has attracted, built and retained talented teams. His ability to build an entrepreneurial-corporate environment, allows his teams to take chances and innovate. He leads from the front, drives himself and his teams hard, but manages with honesty and respect at all times, fostering an unparalleled loyalty that delivers results.

He founded Xmediaries - a new economy software company that developed a hugely successful enterprise relationship management product, Cross Roads, at a young age. After acquiring a footprint of over 35 clients and a base in India, UAE and South Africa in less than 2 years from launching the company, Xmediaries' business was acquired by 3i Infotech (publicly listed BFSI Software Company, promoted by the ICICI group). The company was ranked amongst the top 10 CRM vendors in the MENA region by IDC in 2001.

Kalpesh led 3i Infotech's EMEA operations as their Chief Operating Officer and demonstrated significant organic growth in revenues and profits. He forged new territories for the company, achieving significant market share in each region that they operated in. IDC ranked the organization amongst the top 4 players in the enterprise application space in 2006. The company achieved a leadership position in the region for their ERP, Insurance, Banking and Capital Market software products and services.

Prior to Xmediaries, Kalpesh was the Chief Operating Officer of Insyst (which was also acquired by 3i Infotech) where he drove a product led sales strategy globally for their ERP and Insurance products, creating a significant customer footprint in the US, M.E., Africa and APAC.

MANAGEMENT TEAM

Hemant Nerurkar, Managing Director

Hemant brings with him over 22 years of experience in Information Technology. In the 11 years spent in the US, Hemant has worked with companies like Cap Gemini America, AT and T Bell Labs, AT and T Capital Corporation (now a part of the CIT group) and A.C. Nielsen.

Hemant has been the Managing Director of Company since its inception and is responsible for overall business strategy. His technical expertise, combined with his management skills, have enabled him to lead company to a leadership position in the IT consulting space and has ensured the stability of operations and delivery during tough market conditions.

Hemant was the Chairman of the Information Communication Technology (ICT) Committee of Bombay Chamber of Commerce and Industry (BCCI) from July 2007 thru June 2009.

Hemant is a member of the Board of Studies of MIT College of Management, Pune.

Rajesh Mehta, Executive Director

Rajesh has over 20 years of industry experience spanning verticals like Pharmaceuticals and Chemicals with expertise in the areas of Supply Chain, Finance, Accounts and Marketing. He has worked on several international ERP implementations and software development projects.

At Company, Rajesh is responsible for the Finance portfolio. His financial acumen and business understanding has helped company make the tangible connection between the company's operations and its financial performance.

Rajesh is a B.E. in Mechanical Engineering from V.J.T.I, Mumbai and M.M.S (Operations) from Sydenham Institute of Management, Mumbai

Hemant Mirji - Vice President, Sales

Hemant has over 17 years of experience in sales, including concept selling, business development and marketing. He is able to effectively capitalize on new business opportunities outside traditional channels. His domain experience spans various industry verticals. Prior to joining company, Hemant has worked with Indian IT companies and held key positions in the Sales and Account Management.

At company, Hemant heads Business Solutions, one of the two business units and is responsible for Sales and Delivery. He is responsible for all strategic initiatives, customer touch points, partner relationships as well as organic and inorganic expansions for this Business Unit.

Hemant has graduated in Science from the University of Mumbai.

Amol Bavdekar - Head, Delivery

Amol heads the delivery team at company He has over 12 years of experience in the IT industry spanning diverse domains and technology platforms. He has led and implemented several projects ranging from ERP implementations for S&D companies to BPM solutions for BFSI. He holds a Bachelors Degree in Engineering (B.E.) in the Computers discipline from Mumbai University.

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.45.09
UK Pound	1	Rs.72.82
Euro	1	Rs.63.43

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.