MIRA INFORM REPORT

Report Date :

17.11.2011

IDENTIFICATION DETAILS

Name :	MILESTONE INTERACTIVE PRIVATE LIMITED (w.e.f. 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) :	31.03.2011
Date of Incorporation :	29.07.1997
Com. Reg. No.:	11-109692
Capital Investment / Paid-up Capital :	Rs.10.000 Millions
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.
No. of Employees :	50 [Approximately]

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 370000
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.

INFORMATION PARTED BY

Name :	Mr. Sameer
Designation :	Key Executive
Contact No.:	91-9892458833
Date :	16.11.2011

LOCATIONS

Registered / Head 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.:	91-9892458833 [Mr. Sameer]
Fax No.:	91-22-42764005
E-Mail :	sales@milestoneinteractive.com finance@milestoneinteractive.com jayant@milestoneinteractive.com
Website :	http://www.milestoneinteractive.com
Location :	Rented
Warehouse :	Located at Bhiwandi Arihant Complex, Purna Village
Branch Office :	Located At · Bangalore · Chennai · Hyderabad · New Delhi · Kolkata

DIRECTORS

As on 28.09.2011

Name :

Mr. Jayont Rajendra 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

Din No.:

01738425

Other Directorship:

S. No.	CIN	Name of the Company	Current designation of the director	Date of appointment at current designation	Original date of appointment	Company Status	Defaulting status
1	U22300MH1994PTC079830	MILESTONE ENTERTAINMENT PRIVATE LIMITED	Managing director	25-07-94	25-07-94	Active	NO
2	U72200MH1997PTC109692	MILESTONE INTERACTIVE PRIVATE LIMITED	Managing director	29-07-97	29-07-97	Active	NO
3	U92140MH1998PTC113477	MILESTONE MUSIC DISTRIBUTION PRIVATE LIMITED	Managing director	10-02-98	10-02-98	Active	NO
4	U65993MH1998PTC116301	JRS INVESTMENTS PRIVATE LIMITED	Managing director	20-08-98	20-08-98	Active	NO
5	U74300MH2004PTC144936	MILESTONE GAMES PRIVATE LIMITED	Managing director	09-03-04	09-03-04	Active	NO

Name :

Mrs. Manisha Jayont 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

Din No.:

02379302

Other Directorship:

S. No.	CIN	Name of the Company	Current designation of the director	Date of appointment at current designation	Original date of appointment	Company Status	Defaulting status
1	U72200MH1997PTC109692	MILESTONE INTERACTIVE PRIVATE LIMITED	Director	30-03-02	30-03-02	Active	NO
2	U65993MH1998PTC116301	JRS INVESTMENTS PRIVATE LIMITED	Director	30-03-02	30-03-02	Active	NO
3	U74300MH2004PTC144936	MILESTONE GAMES PRIVATE LIMITED	Director	15-12-08	15-12-08	Active	NO

Name :

Mr. Rajeev Rajendra Sharma

Designation :

Director

Address :

1001, Redwood B Wing, Evershine Green Oshiwara, Andheri (West), Mumbai, Maharashtra, India

Date of Birth/Age :

22.06.1965

Date of Appointment :

10.02.1998

KEY EXECUTIVES

Name :	Mr. Sameer
Designation :	Key Executive

MAJOR SHAREHOLDERS / SHAREHOLDING PATTERN

As on 29.09.2010

Names of Shareholders	No. of Shares
Jayont Rajendra Sharma	519760
JRS Investment Private Limited [Formerly Known as Sampusti Investment Private Limited]	400000
Manisha Jayont Sharma	80040
Rajeev Sharma	40
Nidhi Sharma	40
Anirudh Sharma	40
Suniti Sharma	40
Asha Sharma	40
Total	1000000

As on 28.09.2011

Equity Share Breakup	Percentage of Holding
Category
Bodies corporate	40.00
Directors or relatives of directors	60.00
Total	100.00

BUSINESS DETAILS

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

GENERAL INFORMATION

Customers :	Wholesalers, Retailers, End Users and OEM’s
No. of Employees :	50 [Approximately]
Bankers :	· Standard Chartered Bank, SME Credit, Crescenzo, 3 A/F, Plot No. C-38 and 39, G Block, Bandra Kulra Complex, Bandra, Mumbai-400051, Maharashtra, India · ICICI Bank Towers, Bandra Kurla Complex, Mumbai – 400051, Maharashtra, India

Banking Relations :	--
Auditors :
Name :	Ray and Ray Chartered Accountants
Address :	G-2, Ramkrishna, 11 Happy Gome Society, Nehru Road, Vile Parle (East), Mumbai – 400057, Maharashtra, India
Tel. No.:	91-22-26146080/26150621
Fax No.:	91-22-26131586
Pan No.:	AADFR8764R
Subsidiaries :	Milestone Games Private Limited [U74300MH2004PTC144936]
Associates:	· JRS Investment Private Limited [Formerly Known as Sampusti Investment Private Limited] · Milestone Entertainment Private Limited · Milestone Multimedia Studio Private Limited

CAPITAL STRUCTURE

As on 31.03.2011

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		31.03.2011	31.03.2010	31.03.2009
SHAREHOLDERS FUNDS
1] Share Capital		10.000	10.000	10.000
2] Share Application Money		0.000	0.000	0.000
3] Reserves & Surplus		83.648	55.447	32.121
4] (Accumulated Losses)		0.000	0.000	0.000
NETWORTH		93.648	65.447	42.121
LOAN FUNDS
1] Secured Loans		13.689	14.815	6.865
2] Unsecured Loans		2.000	2.739	2.756
TOTAL BORROWING		15.689	17.554	9.621
DEFERRED TAX LIABILITIES		0.000	0.000	0.000
TOTAL		109.337	83.001	51.742
APPLICATION OF FUNDS
FIXED ASSETS [Net Block]		9.846	11.297	11.506
Capital work-in-progress		0.000	0.000	2.676
INVESTMENT		67.915	7.326	1.270
DEFERREX TAX ASSETS		0.199	0.073	0.312
CURRENT ASSETS, LOANS & ADVANCES
	Inventories	42.172	36.314	24.737
	Sundry Debtors	54.927	93.371	71.897
	Cash & Bank Balances	45.959	25.096	30.424
	Other Current Assets	3.900	0.000	0.000
	Loans & Advances	38.562	57.459	28.888
Total Current Assets		185.520	212.240	155.946
Less : CURRENT LIABILITIES & PROVISIONS
	Sundry Creditors			64.653
	Other Current Liabilities	137.814	115.074	35.238
	Provisions	16.329	32.861	20.077
Total Current Liabilities		154.143	147.935	119.968
Net Current Assets		31.377	64.305	35.978
MISCELLANEOUS EXPENSES		0.000	0.000	0.000
TOTAL		109.337	83.001	51.742

PROFIT & LOSS ACCOUNT

	PARTICULARS		31.03.2011	31.03.2010	31.03.2009
	SALES		594.587	816.070	705.269
	PROFIT BEFORE TAX, DEPRECIATION AND AMORTISATION		39.963	40.650	39.455
	DEPRECIATION/ AMORTISATION		3.729	4.416	2.267
	PROFIT BEFORE TAX		36.234	36.234	37.188
Less	TAX		8.033	12.907	12.444
	PROFIT AFTER TAX		28.201	23.327	24.744
Add	PREVIOUS YEARS’ BALANCE BROUGHT FORWARD		55.447	32.120	7.557
	BALANCE CARRIED TO THE B/S		83.648	55.447	32.301
	IMPORTS
		Import	284.382	196.475	123.019
	TOTAL IMPORTS		284.382	196.475	123.019
	Earnings Per Share (Rs.)		28.20	23.33	24.74

KEY RATIOS

PARTICULARS		31.03.2011	31.03.2010	31.03.2009
Net Profit Margin (PBT/Sales)	(%)	6.09	4.44	5.27
Return on Total Assets (PBT/Total Assets}	(%)	18.55	16.20	22.20
Return on Investment (ROI) (PBT/Networth)		0.39	0.55	0.88
Debt Equity Ratio (Total Liability/Networth)		1.81	2.53	3.07
Current Ratio (Current Asset/Current Liability)		1.20	1.43	1.29

LOCAL AGENCY FURTHER INFORMATION

DETAILS OF SUNDRY CREDITORS:

PARTICULARS	31.03.2011 (Rs. in Millions)	31.03.2010 (Rs. in Millions)	31.03.2009 (Rs. in Millions)
SUNDRY CREDITORS – GOODS
Total Outstanding Dues to Micro, Small and Medium Enterprises	NA	NA	0.000
Total Outstanding dues to creditors other than Micro, Small and Medium Enterprises	NA	NA	64.653
Total	NA	NA	64.653

Check List by Info Agents	Available in Report (Yes / No)
1) Year of Establishment	Yes
2) Locality of the firm	Yes
3) Constitutions of the firm	Yes
4) Premises details	Yes
5) Type of Business	Yes
6) Line of Business	Yes
7) Promoter’s background	--
8) No. of employees	Yes
9) Name of person contacted	Yes
10) Designation of contact person	Yes
11) Turnover of firm for last three years	Yes
12) Profitability for last three years	No
13) Reasons for variation <> 20%	No
14) Estimation for coming financial year	No
15) Capital in the business	No
16) Details of sister concerns	Yes
17) Major suppliers	No
18) Major customers	No
19) Payments terms	Yes
20) Export / Import details (if applicable)	Yes
21) Market information	--
22) Litigations that the firm / promoter involved in	--
23) Banking Details	Yes
24) Banking facility details	No
25) Conduct of the banking account	--
26) Buyer visit details	--
27) Financials, if provided	Yes
28) Incorporation details, if applicable	--
29) Last accounts filed at ROC	--
30) Major Shareholders, if available	--

NOTE: The registered office of the company has been shifted from 2^nd Floor, FPramukh Plaza, Cardinal Gracious Road, Chakala, Andheri (East), Mumbai-400099, Maharashtra, India to the present address w.e.f. 05.01.2010.

BANKERS CHARGES REPORT AS PER REGISTRY

This form is for	Modification of charge
Charge identification number of the modified	10187863
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	Unit Nos. 101 to 112, 1^st Floor, Nimbus Centre, Oberoi Complex, Off New Link Road, Andheri (West), Mumbai – 400053, Maharashtra, India
Type of charge	Book Debts Movable Property (not being pledge) Floating Charge
Particular of charge holder	Standard Chartered Bank, SME Credit, Crescenzo, 3 A/F, Plot No. C-38 and 39, G Block, Bandra Kulra Complex, Bandra, Mumbai-400051, Maharashtra, India
Email	sme.form8@sc.com
Nature of description of the instrument creating or modifying the charge	Hypothecation Agreement (Supplemental)
Date of instrument Creating the charge	28.09.2011
Amount secured by the charge	Rs.70.000 Millions
Brief particulars of the principal terms an conditions and extent and operation of the charge	Rate of Interest 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 and exclusive charge on the security given by the Company.
Short particulars of the property charged	Hypothecation by way of first and exclusive 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. b) All the present and future book debts, outstanding moneys receivable, claims and bills.
Particulars of the present modification	By present modification, the existing charge amount of Rs.40.000 Millions enhanced to Rs.70.000 Millions against the security of hypothecation by way of first and exclusive 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. b) All the present and future book debts, outstanding moneys receivable, claims and bills.

CONTINGENT LIABILITIES NOT PROVIDED FOR [AS ON 31.03.2011]

PARTICULARS	31.03.2011 (Rs. in Millions)
Income tax demand which has been disputed by the company	0.369
Demand form DVAT department for which appeal has been filed	0.413
Sales tax liability on C Forms to be received	4.501
Total	5.283

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.50.90
UK Pound	1	Rs.80.30
Euro	1	Rs.68.47

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.