MIRA INFORM REPORT

Report Date :

31.10.2011

IDENTIFICATION DETAILS

Name :	CENTUM ELECTRONICS LIMITED
Registered Office :	44, KHB Industrial Area, Yelahanka, Bangalore-560064, Karnataka
Country :	India
Financials (as on) :	31.03.2011
Date of Incorporation :	08.01.1993
Com. Reg. No.:	08-013869
Capital Investment / Paid-up Capital :	Rs.123.482 Millions
CIN No.: [Company Identification No.]	L85110KA1993PLC013869
TAN No.: [Tax Deduction & Collection Account No.]	BLRC00813B
PAN No.: [Permanent Account No.]	AAACC7369P
Legal Form :	Public Limited Liability Company. The company’s shares are listed on the Stock Exchange.
Line of Business :	Manufacturer and Exporter of Electronic Products.
No. of Employees :	700 [Approximately]

RATING & COMMENTS

MIRA’s Rating :

Ba (47)

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

Maximum Credit Limit :	USD 3100000
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.

ECGC Country Risk Classification List – September 30, 2011

Country Name	Previous Rating (30.06.2011)	Current Rating (30.09.2011)
India	A1	A1

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

LOCATIONS

Registered Office/ Factory :	44, KHB Industrial Area, Yelahanka, Bangalore-560064, Karnataka, India
Tel. No.:	91-80-28462062
Fax No.:	91-80-28462861
E-Mail :	desikanks@centumelectronics.com
Website :	http://www.centumindia.com

DIRECTORS

As on 31.03.2011

Name :	Mr. Apparao V Mallavarapu
Designation :	Managing Director
Name :	Mr. S. Krishnan
Designation :	Director
Name :	Dr. P. Rama Rao
Designation :	Director
Name :	Mr. Manoj Nagrath
Designation :	Director
Name :	Mr. Rajiv C Mody
Designation :	Director
Name :	Mr. Manny Marimuthu
Designation :	Director

KEY EXECUTIVES

Name :	Mr. K S Desikan
Designation :	Chief Financial Officer (CFO)
Name :	Mr. Ellroy Furtado
Designation :	Company Secretary

MAJOR SHAREHOLDERS / SHAREHOLDING PATTERN

As on 30.06.2011

Category	Total No. of Shares	Total Shareholding as a % of total No. of Shares
(A) Shareholding of Promoter and Promoter Group
(1) Indian
Individuals / Hindu Undivided Family	6,447,614	52.14
Bodies Corporate	250	-
Sub Total	6,447,864	52.15
(2) Foreign
Individuals (Non-Residents Individuals / Foreign Individuals)	581,480	4.70
Sub Total	581,480	4.70
Total shareholding of Promoter and Promoter Group (A)	7,029,344	56.85
(B) Public Shareholding
(1) Institutions
Mutual Funds / UTI	83	-
Financial Institutions / Banks	166	-
Foreign Institutional Investors	9,427	0.08
Sub Total	9,676	0.08
(2) Non-Institutions
Bodies Corporate	885,035	7.16
Individuals
Individual shareholders holding nominal share capital up to Rs.0.100 Million	1,962,896	15.87
Individual shareholders holding nominal share capital in excess of Rs.0.100 Million	1,927,771	15.59
Any Others (Specify)	550,461	4.45
Non Resident Indians	23,381	0.19
Clearing Members	414	-
Foreign Corporate Bodies	526,666	4.26
Sub Total	5,326,163	43.07
Total Public shareholding (B)	5,335,839	43.15
Total (A)+(B)	12,365,183	100.00
(C) Shares held by Custodians and against which Depository Receipts have been issued	-	-
(1) Promoter and Promoter Group	-	-
(2) Public	-	-
Sub Total	-	-
Total (A)+(B)+(C)	12,365,183	-

BUSINESS DETAILS

Line of Business :

Manufacturer and Exporter of Electronic Products.

Products :

Product Description	Item Code
Hybrid Micro Circuit-Active and Passive	85424000
Printed Circuit Board Assembly	85170000

PRODUCTION STATUS (AS ON 31.03.2011)

Particulars	Unit	Actual Production
Modules	In Numbers	213977
Electronic Manufacturing Services – Printed	In Numbers	--
Circuit Board Assembly	In Numbers	596351

GENERAL INFORMATION

No. of Employees :

700 [Approximately]

Bankers :

State Bank of India, Specialized Mid-Corporate Branch, Kumarapark West,, Citibank N.A., M.G. Road, Bangalore, Karnataka, India

Facilities :

Secured Loan	As on 31.03.2011 [Rs. in Millions]	As on 31.03.2010 [Rs. in Millions]
Short term - From banks
- Cash credit	172.986	176.991
- Packing credit	206.188	88.021
Total	379.174	265.012

Note:

1. Cash credit obtained from State Bank of India is secured by way of hypothecation on the inventories, book debts and other current assets of the Company. Additionally, it is secured by way of collateral charge on plant and machinery and an equitable mortgage of land.

2. Packing credit has been obtained from Citi Bank by way of hypothecation of inventories, book debts and fixed assets (present and future) of the Company.

Banking Relations :	--
Statutory Auditors :
Name :	BSR and Company Chartered Accountants
Internal Auditors:
Name :	Ernst and Young Private Limited
Subsidiaries :	Centum Rakon India Private Limited

CAPITAL STRUCTURE

As on 31.03.2011

Authorised Capital :

No. of Shares	Type	Value	Amount
15500000	Equity Shares	Rs.10/- each	Rs.155.000 Millions

Issued, Subscribed & Paid-up Capital :

No. of Shares	Type	Value	Amount
12348233	Equity Shares	Rs.10/- each	Rs.123.482 Millions

Note: Of the above,4,933,333 (previous year: Nil) equity shares of Rs.10/- each, have been issued for consideration other than cash pursuant to the amalgamation of Solectron EMS India Limited with the Company.

As on 30.06.2011

Authorised Capital : Not Available

Issued, Subscribed & Paid-up Capital : Rs.123.652 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		123.482	74.000	74.000
2] Share Capital to be Issued Pursuant to Amalgamation		0.000	49.333	0.000
3] Share Application Money		0.000	0.000	0.000
4] Reserves & Surplus		660.682	640.890	248.682
5] (Accumulated Losses)		0.000	0.000	0.000
NETWORTH		784.164	764.223	322.682
LOAN FUNDS
1] Secured Loans		379.174	265.012	19.978
2] Unsecured Loans		0.000	0.000	0.000
TOTAL BORROWING		379.174	265.012	19.978
DEFERRED TAX LIABILITIES		1.778	0.000	11.615
TOTAL		1165.116	1029.235	354.275
APPLICATION OF FUNDS
FIXED ASSETS [Net Block]		332.764	372.046	151.456
Capital work-in-progress		28.261	16.488	0.074
INVESTMENT		28.560	28.560	28.560
DEFERREX TAX ASSETS		0.000	0.524	0.000
CURRENT ASSETS, LOANS & ADVANCES
	Inventories	485.523	411.227	74.290
	Sundry Debtors	460.614	290.031	23.995
	Cash & Bank Balances	32.851	43.888	22.714
	Other Current Assets	0.000	0.000	0.00
	Loans & Advances	241.056	229.878	165.269
Total Current Assets		1220.044	975.024	286.268
Less : CURRENT LIABILITIES & PROVISIONS
	Sundry Creditors	347.012	287.647	33.760
	Other Current Liabilities	44.396	34.841	56.317
	Provisions	53.105	40.919	22.006
Total Current Liabilities		444.513	363.407	112.083
Net Current Assets		775.531	611.617	174.185
MISCELLANEOUS EXPENSES		0.000	0.000	0.000
TOTAL		1165.116	1029.235	354.275

PROFIT & LOSS ACCOUNT

	PARTICULARS		31.03.2011	31.03.2010	31.03.2009
	SALES
		Sale of Manufactured Goods	1688.523	980.528	154.442
		Service Income	175.924	89.725	60.817
		Other Income	28.011	38.748	12.055
		TOTAL (A)	1892.458	1109.001	227.314
Less	EXPENSES
		Material costs	1328.413	726.083	55.970
		Personnel costs	204.434	131.554	70.015
		Other expenses	165.761	135.132	64.551
		Provision for stamp duty on merger/demerger	7.379	11.174	0.000
		TOTAL (B)	1705.987	1003.943	190.536
Less	PROFIT / (LOSS) BEFORE INTEREST, TAX, DEPRECIATION AND AMORTISATION (A-B) (C)		186.471	105.058	36.778
Less	FINANCIAL EXPENSES (D)		46.757	26.628	11.777
	PROFIT / (LOSS) BEFORE TAX, DEPRECIATION AND AMORTISATION (C-D) (E)		139.714	78.430	25.001
Less/ Add	DEPRECIATION/ AMORTISATION (F)		74.042	75.280	19.329
	PROFIT / (LOSS) BEFORE TAX (E-F) (G)		65.672	3.150	5.672
Less	TAX (H)		31.802	6.282	1.978
	PROFIT / (LOSS) AFTER TAX (G-H) (I)		33.870	(3.132)	3.694
Add	PREVIOUS YEARS’ BALANCE BROUGHT FORWARD		231.120	248.682	253.645
Less	APPROPRIATIONS
		Proposed Final Dividend	12.348	12.333	7.400
		Corporate Dividend Tax	2.051	2.097	1.257
	BALANCE CARRIED TO THE B/S		250.591	231.120	248.682
	EARNINGS IN FOREIGN CURRENCY
		Sale of Manufactured Goods	1146.195	561.696	10.527
		Service Income	0.996	1.465	0.000
	TOTAL EARNINGS		1147.191	563.161	10.527
	IMPORTS
		Raw Materials	1173.200	638.056	41.738
		Stores & Spares	0.029	0.409	2.041
		Capital Goods	18.743	11.375	3.814
	TOTAL IMPORTS		1191.972	649.840	47.593
	Earnings / Loss Per Share (Rs.) (Basic)		2.74	(0.25)	0.50
	Earnings / Loss Per Share (Rs.) (Diluted)		2.72	(0.25)	0.50

QUARTERLY RESULTS

PARTICULARS	30.06.2011
Type	1^st Quarter
Net Sales	401.970
Total Expenditure	365.770
PBIDT (Excl OI)	36.200
Other Income	1.9900
Operating Profit	38.190
Interest	8.240
PBDT	29.950
Depreciation	18.500
Profit Before Tax	11.450
Tax	3.740
Profit After Tax	7.710
Net Profit	7.710

KEY RATIOS

PARTICULARS		31.03.2011	31.03.2010	31.03.2009
PAT / Total Income	(%)	1.79	(0.28)	1.63
Net Profit Margin (PBT/Sales)	(%)	3.89	0.32	3.67
Return on Total Assets (PBT/Total Assets}	(%)	4.23	0.23	1.30
Return on Investment (ROI) (PBT/Networth)		0.08	0.00	0.02
Debt Equity Ratio (Total Liability/Networth)		1.05	0.82	0.41
Current Ratio (Current Asset/Current Liability)		2.74	2.68	2.55

LOCAL AGENCY FURTHER INFORMATION

PERFORMANCE

During the current year of operations, the company has registered a revenue of Rs. 1892.460 millions and posted Profit before Taxes of Rs. 65.670 millions. During the year, significant contributions were made in the Strategic electronic programs. The investments made in the global sales and marketing initiatives have started to yield results during the year in the form of new customers and new product introductions. These will result in higher revenues in the coming years.

MANAGEMENT DISCUSSION AND ANALYSIS

COMPANY BACKGROUND

Subject designs, manufactures and also exports electronic products. These include subsystems, modules, box builds, besides complex electronic components. Subject serves customers engaged in mission critical and enterprise solutions with advanced tailor-made technologies. These range from Defense and Aerospace to Industrial, Communications, Automotive and Medical and Wellness applications. Subject has been steadily increasing its product and service range, geographical reach and catering to increased industry segments in its goal to expand its offerings and become the sophisticated one stop shop OEMs are seeking. With extensive design and development expertise and edge enabling technologies. Subject is now the industry leader in India in electronics solutions and components. The strategy over the years has been consistent and is based on high customer focus with competent people, state of the art technology and high quality products. Subject vision is “To Create Value by contributing to the Success of its Customers, by providing best-in-class Electronics Design and Manufacturing Solutions in high technology areas”

INDUSTRY STRUCTURE AND DEVELOPMENT

Broadly, the electronics industry is categorized under Consumer, Medical, Strategic electronics, Communications,

Automotive and Industrial segments

As a company they operate in Strategic Electronics, Communication, Industrial, Medical and Wellness industry segments.

STRATEGIC ELECTRONICS

DEFENSE

The Indian Defense Budget is increasing year on year both in terms of the total value and also as a percentage of the budget allocation itself. Of the total defense budget, the percentage of expenditure towards Capital head is increasing every year creating an even bigger opportunity for the defense market. Also studies show that Indian defense market is one of the most attractive defense markets in the world. The Armed forces, till recently, procured their requirements either from direct imports or products developed by DRDO labs and product ionized by defense PSUs or the Ordnance factories. Due to Government of India’s focus on self reliance, new opportunities are emerging. To accelerate the process of self reliance, DRDO labs are partnering with private industries in designing new products and also willing to transfer technologies of complex products which hitherto they were partnering only with PSUs or Ordnance Factories Till recently, the indigenous defence manufacturing was restricted to Defense Public Sector Units and Ordnance Factories only. However, in the recent past, the Government is encouraging the private industry participation. Due to increasing requirements, the Defense PSUs and the Ordnance Factories are also actively working with the private industry to create new capacities and capabilities. The Defense Procurement Policy (DPP) of Government of India has created a huge opportunity for Indian industries. Due to this policy the international suppliers of defense products to India are actively looking to procure from high quality companies in the defense segment to meet their offset obligations. Also in some cases, the DPP calls for Buy and Make requirements, due to which many multinational companies are planning to manufacture the products in India either thro’ licensing agreement or joint ventures.

SPACE

India has a space program which is very vibrant and successful. The Government of India has given the Indian Space Programme a special status and the budget allocation in the 11th Plan period is 300% higher than the 10th Plan period. The number of satellite launches by the Indian Space Agency has been increasing steadily in the last few years and ISRO plans to launch eight satellites per year in the near future. Until recently ISRO manufactured the systems and subsystems in-house or imported them. However, due to the increased requirements coupled with Govt.’s focus on self reliance ISRO, is actively involved in developing the private industry in meeting their increasing requirements.

STRATEGIES AND BUSINESS OUTLOOK

As a strategy, the company operates in Space, Defense, Aerospace, (Strategic Electronics), Industrial, Communication and Medical Electronics. This is to ensure that the company is not dependent on any one industry segment alone. Also, the strategy of the company is to operate in high technology areas only.

The products and services that the company offers can be classified broadly into “Built to Spec” (BTS) and “Built to Print” (BTP) opportunities.

BTS

Under this business model, the customer gives only the specifications and the company designs, develops prototypes and manufactures the product. As design is the critical factor in functioning of the product, the Value Add is generally higher than the BTP business. However, as the design and development phase involves multiple iterations and certifications, the lead time to take this to mass production is generally long. All of the current communications business which is done by the subsidiary, most of the space business and some of the defense business that the company is involved in, fall under this category.

BTP

In this business model, the customer supplies the design and the company builds the product to the design provided by the customer. The critical success factor of the BTP model is operational excellence thro’ efficient supply chain management and lean manufacturing practices. As the design is ready, generally the ramp to the production phase is quicker. All of the current Industrial business, most of the defense business and some of the space business that the company is involved in, fall under this category.

BUSINESS OUTLOOK:

STRATEGIC ELECTRONICS

The company has established itself as a major player in the Strategic Electronics arena. The strategy will be to continue to consolidate and grow this business thro’ innovation, design, technology, quality and overall competitiveness. Over the years, the company has designed and manufactured systems and modules for the Strategic Electronic industry by delivering advanced and complex products many of which are, for the first time by an Indian company. Their strategy for this business has been and will continue to co-develop new products with ISRO and DRDO Labs. The advantage of this approach is the company’s product will get designed in and will have good potential when the final product goes into production phase, The other approach for this business is to indigenize products that are currently being imported and the advantage with this is that once the product is developed it immediately goes into production quantities. The other opportunity in the strategic electronics is that of “off-set” and they see significant potential in this.

INDUSTRIAL ELECTRONICS

The Company’s strategy for this market is to focus on high mix medium-to-low volume opportunities which need very high quality products and also have long product life cycles. This segment has very unique and demanding requirements. The company over the past many years has developed special processes, created specialized infrastructure and human resources and has strong domain knowledge to meet these requirements and make it as a very attractive supplier to the global OEMs. The Company is already well entrenched into this sector and seeing good growth rates from existing customers and also adding new customers both from within India and outside.

FIXED ASSETS:

· Freehold Land

· Leasehold Improvements

· Building

· Plant and Machinery

· Electrical Installation

· Computer

· Office Equipments

· Furniture and Fixtures

· Vehicles

· Computer Software

UNAUDITED (LIMITED REVIEW) FINANCIAL RESULTS FOR THE QUARTER ENDED 30 JUNE 2011

RS. IN MILLIONS

PARTICULAR	QUARTER ENDED
	30.06.2011
Net Sales / Income from operations	399.416
Other Operating Income	2.555
Total Income	401.971
Expenditure
(Increase) / Decrease in stock in trade and work in progress	(25.366)
Consumption of raw materials	295.745
Employees cost	57.493
Depreciation	18.502
Other expenditure	37.895
Total	84.269
Profit from operations before other income, interest and exceptional Items	17.702
Other income	1.994
Profit before interest and exceptional Items	19.696
Interest	8.244
Profit (+)/Loss(-) from Ordinary Activities before tax	11.452
Tax expense
Current tax	6.610
Deferred tax charge / credit	(2.871)
Net Profit (+) / Loss (-) for the year period	7.713
Paid up equity share capital (Face value of Rs.10/- per share)	123.652
Reserves excluding revaluation reserves as per balance sheet of previous accounting year	--
Earnings per share (EPS)
(a) Basic and diluted EPS before Extraordinary items for the period, for the year to date and for the previous year (not to be annualised)	0.62
(a) Basic and diluted EPS before Extraordinary items for the period, for the year to date and for the previous year (not to be annualised)	0.62
Public shareholding
Number of shares	5336089
Percentage of shareholding	43.15
Promoters and Promoters group Shareholding-
a) Pledged /Encumbered
Number of shares	Nil
Percentage of shares (as a % of total shareholding of the promoter and promoter group)	Nil
Percentage of shares (as a % of total share capital of the company)
b) Non Encumbered
Number of shares	7029094
Percentage of shares (as a % of total shareholding of the promoter and promoter group)	100.00
Percentage of shares (as a % of total share capital of the company)	56.85

UNAUDITED (LIMITED REVIEW) FINANCIAL RESULTS FOR THE QUARTER ENDED 30 JUNE 2011

RS. IN MILLIONS

PARTICULAR	QUARTER ENDED
	30.06.2011
Segment Revenue
Products	50.456
Electronics Manufacturing Services	342.051
Total	392.507
Less: Inter Segment Revenue	0.000
Net Sales/ Income from Operations	392.507
Segment Results (Profit) / (Loss) Before Tax and Interest From Each Segment
Products	2.860
Electronics Manufacturing Services	11.588
Total	14.448
Less :
Interest	8.244
Other Unallocable Expenditure Net Off Unallocable Income	(5.248)
Total Profit Before Tax	11.452
Capital Employed (Segment Assets – Segment Liabilities)
Products	131.038
Electronics Manufacturing Services	427.180
Unallocated	234.197
Total	792.415

NOTE:

1. The above results were taken on record by the board of directors at their meeting held on 11^th August, 2011.

2. The company operates though two segments, products (comprising modules) and electronic manufacturing services.

3. The number of investor complaints received, resolved and pending during the quarter are as follow.

a) Number of complaints pending at the beginning of the quarter: -

b) Number of complaints received during the quarter: 3

c) Number of complaints resolved during the quarter: 3

d) Number of complaints pending at the end of the quarter: -

4. Previous period’s figures have been regrouped and reclassified, wherever necessary to conform to current period’s presentation.

WEBSITE DETAILS:

BUSINESS DESCRIPTION:

Subject is engaged in the manufacturing of advanced microelectronics modules, frequency control products and resistor networks catering to the communications, military, aerospace and industrial electronics markets and also manufactures printed circuit board assembly (PCBA) and repair and return business catering to the automobile, communications and industrial electronics markets. The Company operates through two segments: Products segment and Services segment. Products segment comprises component business of modules. Services segment comprises electronic manufacturing services. Subject also designs and manufactures advanced electronics systems, subsystems and components. It designs and manufactures, including signal conditioners, multiplexers, relay drivers, power processing units, control electronics modules, sensor electronics modules and onboard computer hardware, including 1553 interfaces and data acquisition units. Subject also exports electronic products. For the nine months ended 31 December 2010, Subject revenues increased 76% to RS1.89B. Net income increased from RS87K to RS. 45.300 Millions. Total revenue reflects increase of net sales of the company and higher increase of other operating income. Net income benefited from higher increase of stock in trade and lower expenses. The company provides customers with product design, development and manufacturing solutions.

BOARD OF DIRECTORS:

S. Krishnan

Non-Executive and Independent Director

Mr. S. Krishnan is Non-Executive and Independent Director of Subject on September 11, 2007. Mr. S Krishnan is willing to act as a Director of the company, if so appointed and has consented for being appointed as a director of the company. Mr. Krishnan received his B. Tech from IIT, Madras and M.E. from IISC, Bangalore. He has experience of 33 years in the field of Microelectronics in Design, Engineering and Quality Assurance. Mr. S Krishnan holds 50 shares of the company.

Apparao V. Mallavarapu

Managing Director, Executive and Non Independent Director

Mr. Apparao V. Mallavarapu is Managing Director, Executive and Non Independent Director of Subject.Mr. Mallavarapu promoted the Company in 1993 to manufacture Hybrid Micro Circuits. In 1997, he was instrumental in bringing the strategic alliance with C-Mac Industries of Canada. In 1999, he played the lead role in C-Mac Industries moving part of the Frequency Control Products (FCP) manufacturing to Centum. During the dot com / technology bust, when many companies folded and most of them incurred heavy losses, he quickly devised strategies to ensure the company stayed profitable even during the bad years.

Manny Marimuthu

Non-Executive and Non-Independent Director

Mr. Manny Marimuthu is Non-Executive and Non-Independent Director of Subject. Mr. Manny Marimuthu is willing to act as a Director of the company, if so appointed and has consented for being appointed as a director of the company. Mr. Manny Marimuthu is having experience around 15 years of experience in the field of Finance and in the areas of audit & reviews, corporate finance, mergers and acquisitions, financial restructuring. Presently he is Senior Vice President of Finance for Flextronics Asia. Mr. Manny Marimuthu does not hold any shares of the company. No Director other than Mr. Manny Marimuthu is in any way concerned or interested in the said resolution.

Rajiv C. Mody

Non-Executive and Independent Director

Mr. Rajiv C. Mody is Non-Executive and Independent Director of Subject. Mr. Rajiv C Mody is willing to act as a Director of the company, if so appointed and has consented for being appointed as a director of the company. Mr. Rajiv C Mody, is the Chairman and Managing Director and founder of Sasken Communication Technologies Ltd. (Sasken). The company was set up in the classical tradition of Silicon Valley startups, in a garage in Fremont, California. He qualified in electrical engineering degree from M.S. University, Baroda and Masters Degree in Computer Science from Polytechnic Institute of New York. He worked for Advanced Micro Devices, Seattle Tech Inc., and VLSI Technology Inc. in USA. At VLSI, Mr. Rajiv Mody was responsible for the design, development and integration of physical design tools for Gate-Array and Standard Cell Design Styles. He has co-authored a patent in the area of physical design and published a paper at the ICCAD conference. He has been with Sasken since inception. He has over 22 years of experience in the technology business. Mr. Rajiv Mody does not hold any shares of the company. No Director other than Mr. Rajiv Mody is in any way concerned or interested in the said resolution.

Manoj Nagrath

Non-Executive and Independent Director

Mr. Manoj Nagrath is Non-Executive and Independent Director of Subject. Mr. Manoj Nagrath is willing to act as a Director of the company, if so appointed and has consented for being appointed as a director of the company. Mr. Manoj Nagrath is the Senior Partner of the firm S.P.Nagrath & Co., Chartered Accountants having its offices in New Delhi and Bangalore, and was enrolled as a member of the Institute of Chartered Accountants of India in 1983. He has an experience of 25 years in almost every facet of the profession. He has to his credit experience in various fields such as Direct and Indirect taxation, audit, accounting, Company law matters and financial services. He carries wide experience in representing matters at the tax office and other Government authorities.Mr. Manoj Nagrath does not hold any shares of the company. No Director other than Mr. Manoj Nagrath is in any way concerned or interested in the said resolution.

P. Rama Rao

Non-Executive and Independent Director

Dr. Prof. P. Rama Rao is Non-Executive and Independent Director of Subject. He is presently Chairman, Governing Council, ARCI, Hyderabad, obtained his Ph.D. degree in Physics- Metallurgy from Banaras Hindu University (BHU), Varanasi, India in 1964.He was a post-doctoral research associate during 1966-67 at the University of Pennsylvania. In 1991 Professor Rao was appointed Secretary to Government of India, Department of Science and Technology, a position he held till 1995. Additionally, he held charge as Secretary, Department of Ocean Development. Subsequently, during 1996-99, he served as Chairman, Atomic Energy Regulatory Board, Government of India and as Vice-Chancellor, University of Hyderabad during 1999- 2002. He was appointed a Member of the Atomic Energy Commission, Government of India in 2004. He was awarded a distinguished Professorship by the Indian Space Research Organisation which he held during 2002-07 He has received the Presidential honours Padma Shri in the year 1989, Padma Bhushan in the year 2001 and Padma Vibhushan in the year 2010.

PRESS RELEASES:

INDIA'S GOVT OKS 16 FDI PROPOSALS WORTH RS.9240.000 MILLIONS

08 June 2011

New Delhi, June 08 -- India's government today said it has cleared 16 Foreign Direct Investment (FDI) proposals amounting to Rs 9235.500 Millions, including those of Star News Broadcasting Ltd and L and T Finance Holdings. A total of 38 FDI proposals were taken up by the Foreign Investment Promotion Board (FIPB), but the board deferred a decision on 14 applications, rejected seven and recommended one for the CCEA, India's Finance Ministry said in a statement. The board gave its approval to Soma Tollways Private Limited (Andhra Pradesh) for induction of foreign equity in an investing company. The proposal is likely to bring in FDI worth Rs 5000.000 Millions. L and T Finance Holdings Limited application for permission for pre-IPO placement of equity shares with eligible non-resident investors was also approved by the FIPB. The firm aims at FDI worth Rs 4000.000 Millions. The board also approved the Star News Broadcasting Limited (Touch Tele Content (I) Ltd) proposal for induction of foreign capital. It would, however, not include any fresh inflow of funds. The other major proposals that were cleared by the FIPB include those of Global Gourmet (Gujarat), Park Controls and Communications Limited (Bangalore) and Centum Electronics Limited (Bangalore). The ministry further said the board deferred a decision on applications by Indian Rotorcraft (Mumbai) for induction of foreign equity and Precision Electronics to undertake the additional activity in the defence sector. Decisions on the proposals of BNP Paribas SA (Paris), Sightlife USA, Southern CNG Automobiles and Natixis Global Asset Management (France), among others, were also deferred. Foreign Direct Investments into the country had fallen to USD 19.43 billion (Rs 885200.000 Millions ) in 2010-11 as against USD 25.83 billion in the previous fiscal, a decline of 25 per cent Published by HT Syndication with permission from Daily Pak Banker.

MARKETS PARE SOME LOSSES BUT STILL TRADES IN RED

08 June 2011

India, June 08 -- Indian equity markets continue to gyrate in a tight band with a negative bias in the early noon session, though the broader indices were trading higher supporting the market breadth, but weakness in oil and gas and healthcare sector on whole was pulling the markets lower. Oil and gas heavyweight Reliance Industries (RIL) remains in somber mood on reports that increase in natural gas output from the D6 block in the Krishna-Godavari (KG) basin, operated by RIL, may not be possible in the next 36 months. While, the other heavyweight of the oil sector ONGC was down on news that Supreme Court would start its final hearing on the $125 million contract for laying offshore pipelines along the country's west coast in the first week of July. However, the defensive sector FMCG along with capital goods and power stocks that have been buzzing for a couple of days are trying to keep the momentum balanced. The BSE Sensex is currently trading at 18,478.37, down by 17.25 points or 0.09%. The index has touched a high and low of 18,505.10 and 18,400.44 respectively. There were 15 stocks advancing against 14 declines on the index and one stock trading stable. The broader indices were outperforming benchmarks; the BSE Mid cap and Small cap indices were up by 0.45% and 0.56% respectively. The major gaining sectoral indexes on the BSE were FMCG up by 0.83, CD up by 0.62%, CG up by 0.55%, PSU up by 0.48% and Power up by 0.43%. While, Oil and Gas down by 0.59%, HC down by 0.24%, TECk down by 0.23%, IT down by 0.14% and Bankex down by 0.10% were the major losers on the index. The top gainers on the Sensex were NTPC up by 1.39%, ITC up by 1.37%, BHEL up by 1.27%, Tata Motors up by 1.16% and Reliance Communication up by 1.09%.On the flip side, Maruti Suzuki down by 1.35%, ONGC down by 1.28%, Hero Honda down by 1.27%, Cipla down by 1.07% and Bharti Airtel down by 0.99% were the top losers on the index. Meanwhile, the government on June 07, 2011, has approved 16 Foreign Direct Investment (FDI) applications worth around Rs 9235.500 Millions. The Foreign Investment Promotion Board (FIPB) had taken up around 38 proposals, but the board rejected 7 proposals, delayed decision on 14 proposals, and 1 recommended to the Cabinet Committee of Economic Affairs (CCEA).The FIPB gave approval to Soma Tollways (Andhra Pradesh) for induction of foreign equity in an investing company, L and T Finance Holdings' request for permission for pre-IPO placement of equity shares with eligible non-resident investors, the Star News Broadcasting's (Touch Tele Content) proposal for induction of foreign capital and other major proposals that were cleared by the FIPB includes Global Gourmet (Gujarat), Park Controls and Communications (Bangalore) and Centum Electronics (Bangalore).The FIPB delayed decision on request by Indian Rotorcraft (Mumbai) for induction of foreign equity and Precision Electronics to undertake the additional activity in the defence sector, other deferred decision on proposals were BNP Paribas SA (Paris), Sightlife USA, Southern CNG Automobiles and Natixis Global Asset Management (France). The rejected proposals were Reynders Label Printing India (Delhi and Haryana), Anuradha Holdings (Bangalore) and AOS Holding India SAS (France). The proposal of Tata Steel and PTC India Finance Services (Delhi, Haryana) were withdrawn from the list of FIPB on the request of applicants. The proposal which was recommended to CCEA was Cals Refineries' (Delhi, Haryana) request to issues equity shares in the form of Global Depository Receipts (GDR) against supply of refinery equipments. The FDI proposal is expected to bring Rs 14250.000 Millions. In 2010-11 India attracted $19.43 billion FDI, as against to $25.83 billion in 2009-10, a sharp decline of 25%. According to the official data, FDI in January to March 2011 fell by 32% in comparison to same period of last year. Mauritius (42%), Singapore (9%), U.S.A. (7%) U.K. (5%), Netherlands (4%) and Japan (4%) are the major investors in India. The Sand P CNX Nifty is currently trading at 5,548.50, down by 7.65 points or 0.14%. The index has touched a high and low of 5,555.80 and 5,526.50 respectively. There were 26 stocks advancing against 24 declines on the index. The top gainers of the Nifty were NTPC up by 1.36%, ITC up by 1.27%, BHEL up by 1.21%, Tata Motors up by 1.05% and GAIL up by 1.04%.ONGC down by 1.41%, Hero Honda down by 1.31%, Maruti down by 1.27%, Reliance down by 1.09% and Cipla down by 1.05% were the major losers on the index. Most of the Asian equity indices were trading in the red; Hang Seng declined 0.64%, Jakarta Composite dropped 0.38%, Taiwan Weighted shed 0.55%, Straits Times trimmed 0.31%, Seoul Composite plunged 0.82% and Shanghai Composite declined 0.13% on the flip side, KLSE Composite was trading higher by 0.09% and Nikkei 225 added 0.08%.

C-MAC CENTUM ELECTRONICS LTD. FILES PATENT APPLICATION FOR A NEW METHOD FOR MANUFACTURING CHAMFER FOR SINGLE AND MULTIPLE PATTERNS BY DRILLING

10 May 2011

New Delhi, May 10 -- India based C-Mac Centum Electronics Ltd. filed patent application for a new method for manufacturing chamfer for single and multiple patterns by drilling. The inventor is Manjunath A Sadare.

C-Mac Centum Electronics Ltd. filed the patent application on May 8, 2002. The patent application number is 344/MAS/2002 A. The international classification number is B44D5/10.

According to the Controller General of Patents, Designs and Trade Marks, "The method describes the creation of blunt corners in manufacturing small boards/substrates/pieces, wherein the sharp corners have to be rounded-off for ease of handling or for placing inside a box. The method describes the creation of the blunt corner (a concave shaped cut-out) by the method of drilling, which is commonly carried out in all mechanical shops. This new method shows how the same effect as that of a costlier manual process or a punch operation are attained. In multiple patterns (where the smaller pieces are arranged as array or a matrix) the hole is drilled at the junction of corners, which results in the blunt corners for all the boards/pieces which are meeting at that point.

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.48.82
UK Pound	1	Rs.78.57
Euro	1	Rs.69.29

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	6
--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	YES
--OTHER MERIT FACTORS	YES/NO	YES
TOTAL		47

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.