MIRA INFORM REPORT

Report Date :

19.11.2011

IDENTIFICATION DETAILS

Name :	RSG INFOTECH PRIVATE LIMITED
Registered Office :	1^st Floor, Maina Gul Building, Caesar Road, Amboli, Andheri (West), Mumbai-400058, Maharashtra
Country :	India
Financials (as on) :	31.03.2011
Date of Incorporation :	13.08.1997
Com. Reg. No.:	11-215331
Capital Investment / Paid-up Capital :	Rs. 3.518 Millions
CIN No.: [Company Identification No.]	U72900MH1997PTC215331
Legal Form :	Private Limited Liability Company
Line of Business :	Dealer of Computer Peripherals and Software.
No. of Employees :	100 Total in all Branch (Approximately)

RATING & COMMENTS

MIRA’s Rating :

Ba (45)

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

Maximum Credit Limit :	USD 150000
Status :	Satisfactory
Payment Behaviour :	Usually Correct
Litigation :	Clear
Comments :	Subject is an established company having satisfactory track. Trade relations are reported as fair. Business is active. Payments are reported to be 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. Sachin
Designation :	Accounts Department
Contact No.:	91-22-42203900
Date :	18.11.2011

LOCATIONS

Registered Office :	1^st Floor, Maina Gul Building, Caesar Road, Amboli, Andheri (West), Mumbai-400058, Maharashtra, India
Tel. No.:	91-22-42203900
Fax No.:	91-22-26780841
E-Mail :	mahesh.gupta@camahesh.com sachin.nikam@rsginfotech.co.in
Website :	www.rsg.co.in
Location :	Owned
Branch Office :	Located At · Pune · Hyderabad

DIRECTORS

AS ON 24.09.2011

Name :	Mr. Rupesh Kumar Pandey
Designation :	Director
Address :	F-301, Marigold Valley of Floor, Thakur Village, Kandivli (East), Mumbai, Maharashtra, India
Date of Birth/Age :	13.12.1970
Date of Appointment :	13.08.1997
DIN No.:	02420752

Other Directorship:

S.No.	CIN	Name of the Company	Current designation of the director	Date of appointment at current designation	Original date of appointment	Date of cessation	Company Status	Defaulting status
1	U72900MH1997PTC215331	RSG INFOTECH PRIVATE LIMITED	Director	13-08-97	13-08-97	-	Active	NO
2	U30007DL1998PTC095050	RSG SOLUTIONS PRIVATE LIMITED	Director	17-07-98	17-07-98	14-01-11	Active	NO
3	U51909DL2006PTC146993	RSG RETAILS (INDIA) PRIVATE LIMITED	Director	01-03-06	01-03-06	-	Active	NO
4	U74899DL2006PTC146992	RSG BROADCAST (INDIA) PRIVATE LIMITED	Director	01-03-06	01-03-06	14-01-11	Active	NO
5	U72900DL2009PTC189963	RSG SOFTWARE SERVICES PRIVATE LIMITED	Director	04-05-09	04-05-09	-	Active	NO

Name :	Mr. Anil Gopalkrishnan Achary
Designation :	Director
Address :	A-403, Orchid Valley of Flowers, Thakur Village, Kandivli (East), Mumbai, Maharashtra, India
Date of Birth/Age :	13.11.1970
Date of Appointment :	25.05.2010
DIN No.:	03083101

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	U72900MH1997PTC215331	RSG INFOTECH PRIVATE LIMITED	Director	25-05-10	25-05-10	Active	NO
2	U51909DL2006PTC146993	RSG RETAILS (INDIA) PRIVATE LIMITED	Additional director	10-12-10	10-12-10	Active	NO

KEY EXECUTIVES

Name :	Mr. Sachin
Designation :	Accounts Department

MAJOR SHAREHOLDERS / SHAREHOLDING PATTERN

AS ON 24.09.2011

Names of Shareholders	No. of Shares
Rupesh Pandey	158020
Shalini Pandey	10000
Satya Narain Pandey	8000
Anil Gopalkrishnan Achary	163730
Jyoti Acharya	12000
Total	351750

AS ON 24.09.2011

Equity Shares Break Up	Percentage
Directors or relatives of Directors	100.00
Total	100.00

BUSINESS DETAILS

Line of Business :	Dealer of Computer Peripherals and Software.
Terms :
Selling :	Cash
Purchasing :	Cash

GENERAL INFORMATION

Customers :

· Individual

· Corporate

No. of Employees :

100 Total in all Branch (Approximately)

Bankers :

· Kotak Mahindra Bank Limited, 36-38A, Nariman Bhavan, 227, D, Nariman Point, Mumbai-400021, Maharashtra, India

Facilities :

Secured Loan	Rs. In Millions 31.03.2011	Rs. In Millions 31.03.2010
Cash Credit from Union Bank of India	0.000	6.055
[Secured against hypothecation of Stock and Book Debts]
Total	0.000	6.055
Unsecured Loan	Rs. In Millions 31.03.2011	Rs. In Millions 31.03.2010
Kotak Mahindra Bank Limited-Escrow	0.000	9.400
Kotak Mahindra Bank Limited- Loan	0.126	1.476
Total	0.126	10.876

Banking Relations :	--
Auditors :
Name :	Gupta Mahesh and Company Chartered Accountants
Address :	45, Lower, Ground Floor, Pocket A-8, Kalkaji Extn. New Delhi-110019, India
Tel. No.:	91-11-41605390
Mobile No.:	91-9811015010
Pan No.:	AEVPG6832R
Sister Concern :	RSG Software Service Private Limited

CAPITAL STRUCTURE

AS ON 31.03.2011

Authorised Capital :

No. of Shares	Type	Value	Amount
500000	Equity Shares	Rs.10/- each	Rs. 5.000 Millions

Issued, Subscribed & Paid-up Capital :

No. of Shares	Type	Value	Amount
351750	Equity Shares	Rs.10/- each	Rs. 3.518 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		3.518	3.518	3.518
2] Share Application Money		0.000	0.000	0.000
3] Reserves & Surplus		35.983	33.313	35.762
4] (Accumulated Losses)		0.000	0.000	0.000
NETWORTH		39.501	36.831	39.280
LOAN FUNDS
1] Secured Loans		0.000	6.055	28.396
2] Unsecured Loans		0.126	10.876	0.516
TOTAL BORROWING		0.126	16.931	28.912
DEFERRED TAX LIABILITIES		0.000	0.000	0.891
TOTAL		39.627	53.762	69.083
APPLICATION OF FUNDS
FIXED ASSETS [Net Block]		6.556	6.006	41.275
Capital work-in-progress		0.000	0.000	0.000
INVESTMENT		0.000	0.000	0.000
DEFERREX TAX ASSETS		0.224	1.338	0.000
CURRENT ASSETS, LOANS & ADVANCES
	Inventories	37.618	44.591	7.484
	Sundry Debtors	22.885	35.761	33.651
	Cash & Bank Balances	11.486	9.420	6.498
	Other Current Assets	0.000	0.000	0.000
	Loans & Advances	7.890	3.639	7.188
Total Current Assets		79.879	93.411	54.821
Less : CURRENT LIABILITIES & PROVISIONS
	Sundry Creditors	36.066	39.744	20.097
	Other Current Liabilities	10.116	6.014	3.523
	Provisions	0.850	1.235	3.393
Total Current Liabilities		47.032	46.993	27.013
Net Current Assets		32.847	46.418	27.808
MISCELLANEOUS EXPENSES		0.000	0.000	0.000
TOTAL		39.627	53.762	69.083

PROFIT & LOSS ACCOUNT

	PARTICULARS		31.03.2011	31.03.2010	31.03.2009
	SALES
		Income	330.317	362.559	307.619
		Other Income
		TOTAL	330.317	362.559	307.619
Less	EXPENSES
		Office Expenses	324.166	362.984	295.061
		Administrative Expenses
		Advertising Expenses
		TOTAL	324.166	362.984	295.061
	PROFIT / (LOSS) BEFORE TAX, DEPRECIATION AND AMORTISATION		6.151	(0.425)	12.558
Less/ Add	DEPRECIATION/ AMORTISATION		1.517	3.055	2.866
	PROFIT / (LOSS) BEFORE TAX		4.634	(3.480)	9.692
Less	TAX		1.964	1.031	3.360
	PROFIT / (LOSS) AFTER TAX		2.670	(2.449)	6.332
	Earnings / (Loss) Per Share (Rs.)		7.59	(6.96)	18.00

KEY RATIOS

PARTICULARS		31.03.2011	31.03.2010	31.03.2009
PAT / Total Income	(%)	0.81	(0.68)	2.06
Return on Total Assets (PBT/Total Assets}	(%)	5.35	3.45	10.08
Return on Investment (ROI) (PBT/Networth)		0.12	(0.09)	0.25
Debt Equity Ratio (Total Liability/Networth)		1.19	1.74	1.45
Current Ratio (Current Asset/Current Liability)		1.70	1.99	2.03

LOCAL AGENCY FURTHER INFORMATION

SUNDRY CREDITORS DETAILS

(Rs. In Millions)

SOURCES OF FUNDS	31.03.2011	31.03.2010	31.03.2009
Sundry Creditors for Goods	36.066	39.744	20.097

Check List by Info Agents	Available in Report (Yes / No)
1. Year of Establishment	Yes
2. Locality of the firm	Yes
3. Constructions 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	Yes
16. Details of sister concerns	Yes
17. Major suppliers	No
18. Major customers	Yes
19. Payments terms	Yes
20. Export / Import details	No
21. Market information	------
22. Litigations that the firm / promoter involved	------
23. Banking Details	Yes
24. Banking facility details	No
25. Conduct of the banking account	------
26. Buyer visit details	------
27. Financials, if provided	No
28. Incorporation details, if applicable	------
29. Last accounts filed at ROC	------
30. Major Shareholders, if available	------

Note: Registered office of the company has been shifted from Plot No.2, Local Shopping Complex, 1^st and 2^nd Floor, Behind Kalkaji Post office, Kalkaji, New Delhi-11019, Delhi, India to the present address w.e.f. 01.02.2011.

FORM 8

Corporate identity number of the company	U72900MH1997PTC215331
Name of the company	RSG INFOTECH PRIVATE LIMITED
Address of the registered office or of the principal place of business in India of the company	1^st Floor, Maina Gul Building, Caesar Road, Amboli, Andheri (West), Mumbai-400058, Maharashtra, India
This form is for	Modification of charge
Type of charge	Immovable property Book debts Movable property (not being pledge) Floating charge Others
Particular of charge holder	Kotak Mahindra Bank Limited, 36-38A, Nariman Bhavan, 227, D, Nariman Point, Mumbai-400021, Maharashtra, India
Nature of instrument creating charge	Loan cum Hypothecation Agreement.
Date of instrument Creating the charge	24.06.2011
Amount secured by the charge	Rs. 23.000 Millions
Brief of the principal terms an conditions and extent and operation of the charge	Rate of interest TL - Floating over the tenure of the facility. The Rate of Interest has been arrived at on the basis of the Bank's Base Rate. Terms of repayment TL - 1. Loan shall be repaid by way of 18 EMIs starting from month following the month of first disbursement of TL. 2. EMIs shall be recovered by way of debit to Escrow Account. Extent and operation of the charge First and exclusive charge on present and future credit card receivables of the Borrower, in favour of Kotak Mahindra bank as security for repayment of financial facilities granted by the Bank to the Borrower.
Short particulars of the property charged (Including location of the property)	First and exclusive charge on present and future credit card receivables of the Borrower, more particularly described in Schedule II to the Loan cum Hypothecation Agreement.
Charge identification number of the charge to be modified	10200208
Particulars of the present modification	Bank had granted facilities of Rs.13.000 millions to the Borrower which was secured by way of Hypothecation on Credit card receivables of the company on 11.01.2010. Now bank has granted additional facility of Rs.10.000 millions to the Company and the said charge is modified and extended to the increased total facility of Rs.23.000 millions.

TRADE REFERENCE:

· Ingram Micro

FIXED ASSETS

· Land and Building

· Fridge

· Furniture and Fixture

· Office Equipments

· Vehicles

· Computer

· Pager

· Air Conditioner

· Inventor

· Fan

· Printer

· Saff

· UPS

· Mobile

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. 51.35
UK Pound	1	Rs. 80.97
Euro	1	Rs. 69.25

SCORE & RATING EXPLANATIONS

SCORE FACTORS	RANGE	POINTS
HISTORY	1~10	5
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		45

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.