MIRA INFORM REPORT

Report Date :

19.04.2012

IDENTIFICATION DETAILS

Name :	HELIOS AND MATHESON INFORMATION TECHNOLOGY LIMITED
Registered Office :	Unit No. 02-01, II Floor, Block 1, Phase1, Ascendas- Mahindra IT Park, Mahindra City, SEZ, Chennai-603002, Tamilnadu
Country :	India
Financials (as on) :	30.09.2010
Date of Incorporation :	08.03.1991
Com. Reg. No.:	18-020443
Capital Investment / Paid-up Capital :	Rs.239.123 Millions
CIN No.: [Company Identification No.]	L65921TN1991PLC020443
Legal Form :	A Public Limited Liability company. The company’s Shares are Listed on the Stock Exchange.
Line of Business :	Subject is engaged in training, development and maintenance of computer software
No. of Employees :	Not Available

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 11000000
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 :	Unit No. # 02-01, II Floor, Block 1, Phase1, Ascendas-Mahindra IT Park, Mahindra City, SEZ, Chennai-603002, Tamilnadu, India
Tel. No.:	91-44-43910000/43910033
Fax No.:	91-44-43910099
E-Mail :	info@heliosmateson.com career@heliosmatheson.com investor@heliosmatheson.com media@heliosmatheson.com kumar.km@heliosmatheson.com
Website :	http://www.heliosmatheson.com
Corporate and Group Head Quarters:	Ganga Griha No. 9, (Old #6-d), Nungambakkam High Road, Chennai- 6000345, Tamilnadu, India.
Tel. No.:	91-44-43910000
Fax No.:	91-44-43910099
E-Mail :	info@heliosmatheson.com career@heliosmatheson.com investor@heliosmatheon.com media@heliosmatheon.com

DIRECTORS

As on 31.12.2011

Name :

Mr. Krishna Murli Gsdiyaram

Designation :

CEO and Managing Director

Address :

Adwave Towers, 9 South Boag Road, T Nagar, Chennai – 600017, Tamilnadu, India

Date of Birth/Age :

15.06.1952

Date of Appointment :

08.03.1991

DIN No.:

00528191

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	L65921TN1991PLC020443	HELIOS AND MATHESON INFORMATION TECHNOLOGY LIMITED	Managing director	1/2/2009	8/3/1991	-	Active	NO
2	U85110KA1995PLC017762	HELIOS & MATHESON IT (BANGALORE) LIMITED	Director	10/5/2002	10/5/2002	-	Active	NO
3	U72200TN2000PTC045302	JAYAMARUTHI SOFTWARE SYSTEMS PRIVATE LIMITED	Director	26/08/2004	26/08/2004	-	Active	NO
4	U74140KA2005PTC035747	HELIOS AND MATHESON GLOBAL SERVICES PRIVATE LIMITED	Director	29/09/2007	9/3/2007	-	Active	NO

Name :

Mr. Diwakar Sai Yerra

Designation :

Whole time Director

Address :

101-102 Durai, Arasan Street, Sali Gramam, Chennai – 600093, Tamilnadu, India

Date of Birth/Age :

23.04.1954

Date of Appointment :

28.12.1995

DIN No.:

01284983

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	L65921TN1991PLC020443	HELIOS AND MATHESON INFORMATION TECHNOLOGY LIMITED	Whole-time director	1/4/2010	28/12/1995	-	Active	NO
2	U72200TN2000PTC045302	JAYAMARUTHI SOFTWARE SYSTEMS PRIVATE LIMITED	Director	26/08/2004	26/08/2004	-	Active	NO
3	U85110KA1995PLC017762	HELIOS & MATHESON IT (BANGALORE) LIMITED	Director	10/3/2005	10/3/2005	-	Active	NO

Name :

Mr. Chandra Ramesh

Designation :

Director

Address :

Flat No- 2, Apoorva Flats No. 1, Chinnaiah, Street, T Nagar, Chennai – 600017, Tamilnadu, India

Date of Birth/Age :

09.06.1960

Date of Appointment :

27.03.2002

DIN No.:

00938694

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	U67120TN1995PTC029939	C.R.FINANCE & SECURITIES PRIVATE LIMITED	Director	24/01/1995	24/01/1995	-	Amalgamated	NO
2	U67190TN1995PLC032057	IFIN CREDIT LIMITED	Director	28/06/1995	28/06/1995	8/12/2011	Active	NO
3	L65921TN1991PLC020443	HELIOS AND MATHESON INFORMATION TECHNOLOGY LIMITED	Director	27/03/2002	27/03/2002	-	Active	NO
4	U67200TN1997PTC080219	BHARAT RE-INSURANCE BROKERS PRIVATE LIMITED	Director	29/08/2008	6/2/2006	-	Active	NO
5	U74899DL1995PLC064034	IFCI FINANCIAL SERVICES LIMITED	Managing director	1/9/2008	22/08/2008	8/12/2011	Active	NO
6	U93000TN2009PLC070524	IFIN COMMODITIES LIMITED	Director	21/01/2009	21/01/2009	8/12/2011	Active	NO
7	U65991TN1989PTC017792	NARAYAN SRIRAM INVESTMENTS PRIVATE LIMITED	Director	6/5/2011	2/3/2011	-	Active	NO
8	U65999TN2012PTC084698	PROCAP FINANCIAL SERVICES PRIVATE LIMITED	Director	28/02/2012	28/02/2012	-	Active	NO
9	U67120TN2006PTC060518	JAYASANKARA COMMODITIES SERVICES PRIVATE LIMITED	Additional director	2/3/2012	2/3/2012	-	Active	NO

Name :

Mr. Srinivasa Rao Sistla

Designation :

Director

Address :

A – 101 Shri Ram Shreyas, Thindlu Main Road, Telecom, Nagar, Kodi Gi Halli, Bangalore – 560097, Karnataka, India

Date of Birth/Age :

26.11.1948

Date of Appointment :

23.01.2007

DIN No.:

01684926

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	L65921TN1991PLC020443	HELIOS AND MATHESON INFORMATION TECHNOLOGY LIMITED	Director	26/09/2007	23/01/2007	-	Active	NO

Name :

Mr. Shashi Kishore Patil

Designation :

Director

Address :

B2, 009 Ground Floor, Sobha Garnet, Sarjapur Road, Iblur Village, Bangalore – 560034, Karnataka, India

Date of Birth/Age :

29.12.1961

Date of Appointment :

23.01.2007

DIN No.:

02003655

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	U85110KA1995PLC017762	HELIOS & MATHESON IT (BANGALORE) LIMITED	Director	27/08/1999	27/08/1999	-	Active	NO
2	L65921TN1991PLC020443	HELIOS AND MATHESON INFORMATION TECHNOLOGY LIMITED	Director	26/09/2007	23/01/2007	-	Active	NO
3	U80212KA2011PTC056539	VIDDYARTH EDUCATIONAL SERVICES PRIVATE LIMITED	Director	7/1/2011	7/1/2011	-	Active	NO
4	U74990KA2011PTC056985	VIDDYARTH ACADEMIC SERVICES PRIVATE LIMITED	Director	9/2/2011	9/2/2011	-	Active	NO

KEY EXECUTIVES

Name :	Mr. Kulambur Meenakshisundaram Kumar
Designation :	Secretary
Address :	New No.4, Old No. 80, 53 Road Street, Ashok Nagar, Chennai – 600083, Tamilnadu, India
Date of Birth/Age :	28.10.1958
Date of Appointment :	01.06.1999
Audit Committee:	Mr. Ramesh Chandra Mr. Diwakar Sai Yerra Mr. V Ramachandiran
Investors vices committees:	Mr. Ramesh Chandra Mr. Diwakar Sai Yerra Mr. V Ramachandiran
Leadership team :	Ms. R Divya (M and A Strategy – healthcare practice) Mr. C S Ganesan (Global Share) Mr. K M Kumar ( Finance, Compliances and Legal Mr. G K Muralkrishna ( Chief Executive Officer) Mr. Pat Krishnan ( US Operations) Mr. Raman Pai (Global HR) Mr. N S Ravindra ( Architecture and Processes) Mr. V Sundaraman ( Corporate treasury) Mr. R N Suparna (India Operations)

MAJOR SHAREHOLDERS / SHAREHOLDING PATTERN

As on 31.12.2011

Names of Shareholders	No. of Shares	Percentage of Holding
(A) Shareholding of Promoter and Promoter Group
(1) Indian
Individuals / Hindu Undivided Family	9,655,680	40.38
Sub Total	9,655,680	40.38
(2) Foreign
Total shareholding of Promoter and Promoter Group (A)	9,655,680	40.38
(B) Public Shareholding
(1) Institutions
Financial Institutions / Banks	6,045	0.03
Insurance Companies	130,018	0.54
Sub Total	136,063	0.57
(2) Non-Institutions
Bodies Corporate	1,205,122	5.04
Individuals
Individual shareholders holding nominal share capital up to Rs. 1 lakh	9,665,608	40.42
Individual shareholders holding nominal share capital in excess of Rs. 1 lakh	2,952,115	12.35
Any Others (Specify)	297,741	1.25
Clearing Members	297,541	1.24
Trusts	200	-
Sub Total	14,120,586	59.05
Total Public shareholding (B)	14,256,649	59.62
Total (A)+(B)	23,912,329	100.00

BUSINESS DETAILS

Line of Business :	Subject is engaged in training, development and maintenance of computer software
Products :	· Software Services · Software Development

GENERAL INFORMATION

Customers :

Not Available

No. of Employees :

Not Available

Bankers :

Bank of India, Chennai MID Corporation, No 826 Tarapore Towers IV Floor, Annasalai, Chennai – 600002, Tamilnadu, India

(Rs. In Millions)

Facilities :

Secured Loan	As on 30.09.2010	As on 30.09.2009
From Bank	686.478	526.324
Total	686.478	526.324
Secured Loan	As on 30.09.2010	As on 30.09.2009
Foreign Currency Convertible Bonds	783.190	783.190
Other	426.266	253.417
Total	1209.456	1036.607

Banking Relations :	-
Auditors :
Name :	Venkatesh and Company Chartered Accountant
Address :	150, Membalam High Road, T Nagar, Chennai – 600017, Tamilnadu, India
PAN.:	AAAFV0620K
Associates/Subsidiaries :	· Maruthi Consulting Inc. USA · The Laxmi Group Inc, USA (Step Down Subsidiary) · Helios and Matheson it (Bangalore) Limited, Bangalore (U85110KA1995PLC17762) · Helios and Matheson Inc, USA · Helios and Matheson Inc, North America · Jayamaruthi Software Systems Limited (U72200TN2000PTC045302) · Helios and Matheson it (Singapore) Private. Limited

CAPITAL STRUCTURE

As on 30.09.2011

Authorised Capital :

No. of Shares	Type	Value	Amount
40000000	Equity Shares	Rs.10/- each	Rs.400.000 Millions
10000000	Preference Shares	Rs.10/- each	Rs. 100.000 Millions
	Total		Rs. 500.000 Millions

Issued Capital :

No. of Shares	Type	Value	Amount
23916429	Equity Shares	Rs.10/- each	Rs. 239.164 Millions

Subscribed & Paid-up Capital :

No. of Shares	Type	Value	Amount
23912329	Equity Shares	Rs.10/- each	Rs. 239.123 Millions

Note: of the above 1, 59, 53,100 nos were allotted as fully paid bonus shares by capitalization of reserves.

FINANCIAL DATA

[all figures are in Rupees Millions]

ABRIDGED BALANCE SHEET

SOURCES OF FUNDS		30.09.2010 (12 Months)	30.09.2009 (18 Months)	31.03.2008
SHAREHOLDERS FUNDS
1] Share Capital		239.123	231.123	231.123
2] Share Application Money		0.000	0.000	0.000
3] Reserves & Surplus		2042.944	1821.782	1588.021
4] Advance Received towards subscription of redeemable preference shares		630.414	630.414	630.414
5] Preferential Convertible Warrants-Application Money		0.000	37.027	0.000
6] (Accumulated Losses)		0.000	0.000	0.000
NETWORTH		2912.481	2720.346	2449.558
LOAN FUNDS
1] Secured Loans		686.478	526.324	240.116
2] Unsecured Loans		1209.456	1036.608	967.385
TOTAL BORROWING		1895.934	1562.932	1207.501
DEFERRED TAX LIABILITIES		177.080	166.881	136.416
TOTAL		4985.495	4450.159	3793.475
APPLICATION OF FUNDS
FIXED ASSETS [Net Block]		1446.776	1376.129	1068.171
Capital work-in-progress		196.344	199.555	159.124
INVESTMENT		815.208	752.353	752.353
DEFERREX TAX ASSETS		650.250	650.250	650.250
CURRENT ASSETS, LOANS & ADVANCES
	Sundry Debtors	750.021	752.747	704.913
	Cash & Bank Balances	732.862	375.125	395.914
	Other Current Assets	198.696	199.281	122.887
	Loans & Advances	331.339	251.607	135.285
Total Current Assets		2012.918	1578.760	1358.999
Less : CURRENT LIABILITIES & PROVISIONS
	Sundry Creditors	10.943	7.109	43.802
	Other Current Liabilities	48.923	42.442	102.369
	Provisions	81.083	72.183	78.944
Total Current Liabilities		140.949	121.734	225.115
Net Current Assets		1871.969	1457.026	1133.884
MISCELLANEOUS EXPENSES		4.948	14.846	29.693
TOTAL		4985.495	4450.159	3793.475

PROFIT & LOSS ACCOUNT

	PARTICULARS		30.09.2010 (12 Months)	30.09.2009 (18 Months)	31.03.2008
	SALES
		Income	2304.557	3074.073	2182.636
		Other Income	0.000	0.000	0.000
		TOTAL (A)	2304.557	3074.073	2182.636
Less	EXPENSES
		Software Services & Administrative Expenses	1735.648	2299.060	1470.893
		TOTAL (B)	1735.648	2299.060	1470.893
Less	PROFIT BEFORE INTEREST, TAX, DEPRECIATION AND AMORTISATION (A-B) (C)		568.909	775.013	711.742
Less	FINANCIAL EXPENSES (D)		83.338	99.995	51.826
	PROFIT BEFORE TAX, DEPRECIATION AND AMORTISATION (C-D) (E)		485.571	675.018	659.916
Less/ Add	DEPRECIATION/ AMORTISATION (F)		248.925	299.146	128.619
	PROFIT BEFORE TAX (E-F) (G)		236.646	375.872	531.296
Less	TAX (I)		40.218	45.142	39.483
	PROFIT AFTER TAX (G-I) (J)		196.428	330.730	491.813
less	PROVISION FOR DEFERRED TAX		10.199	30.465	34.101
	PROFIT AFTER DEFERRED TAX		186.229	300.262	457.712
Add	PREVIOUS YEARS’ BALANCE BROUGHT FORWARD		445.699	461.938	343.686
Less	APPROPRIATIONS
		Interim Dividend	0.000	34.668	0.000
		Interim Dividend tax	0.000	4.792	0.000
		Proposed Final Dividend	35.868	23.112	34.668
		Proposed Final Dividend tax	4.997	3.929	4.792
		General Reserve	250.000	250.000	300.000
	BALANCE CARRIED TO THE B/S		341.063	445.699	461.938
	EARNINGS IN FOREIGN CURRENCY		1738.191	2779.868	2019.152
	Earnings Per Share (Rs.)		7.79	12.99	19.80

QUARTERLY RESULTS

PARTICULARS	31.12.2010 (1^st Quarter)	31.03.2011 (2^ndQuarter)	30.06.2011 (3^st Quarter)	30.9.2011 (4^th Quarter)	31.12.2011 (5^th Quarter)
Net Sales	582.000	586.400	593.500	614.700	666.500
Total Expenditure	426.900	428.500	458.600	453.900	503.900
PBIDT (Excl Oi)	155.100	157.900	134.900	160.800	162.600
Other Income	2.500	3.000	3.000	6.500	2.600
Operating Profit	157.600	160.900	137.900	167.300	165.200
Interest	22.300	24.800	25.800	39.400	39.700
Exceptional Items	0.000	[5.000]	5.000	[11.900]	0.000
PBDT	135.300	131.100	117.100	116.000	125.500
Depreciation	67.700	68.900	70.400	76.100	78.400
Profit Before Tax	37.600	62.200	46.700	39.900	47.100
Tax	14.600	14.000	9.800	10.700	12.500
Provision and contingencies	0.000	0.000	0.000	0.000	0.000
Profit After Tax	53.000	48.200	39.900	29.200	34.600
Extraordinary items	0.000	0.000	0.000	0.000	0.000
Prior Period Expenses	0.000	0.000	0.000	0.000	0.000
Other Adjustments	0.000	0.000	0.000	0.000	0.000
Net Profit	53.000	48.200	36.900	29.200	34.600

KEY RATIOS

PARTICULARS		30.09.2010 (12 Months)	30.09.2009 (18 Months)	31.03.2008
PAT / Total Income	(%)	8.52	10.75	22.53
Net Profit Margin (PBT/Sales)	(%)	10.26	12.22	24.34
Return on Total Assets (PBT/Total Assets}	(%)	11.75	23.80	39.09
Return on Investment (ROI) (PBT/Networth)		0.08	0.13	0.21
Debt Equity Ratio (Total Liability/Networth)		0.04	0.04	0.09
Current Ratio (Current Asset/Current Liability)		14.28	12.98	6.03

LOCAL AGENCY FURTHER INFORMATION

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	No
5) Type of Business	Yes
6) Line of Business•	Yes
7) Promoter’s background	Yes
8) No. of employees	No
9) Name of person contacted	No
10) Designation of contact person	No
11) Turnover of firm for last three years	No
12) Profitability for last three years	Yes
13) Reasons for variation <> 20%	--
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	No
19) Payments terms	No
20) Export / Import details (if applicable)	No
21) Market information	--
22) Litigations that the firm / promoter	--
23) Banking Details	Yes
24) Banking facility details	Yes
25) Conduct of the banking account	--
26) Buyer visit details	--
27) Financials, if provided	Yes
28) Incorporation details, if applicable	Yes
29) Last accounts filed at ROC	No
30) Major Shareholders, if available	Yes

BUSINESS AND RESULTS OF OPERATION:

It has been a satisfactory journey for the past 20 years. The company has been able to maintain an uninterrupted record of profit year on year for the last 20 years.

Net revenue at Rs. 2300.000 Millions and pbidt at Rs. 568.900 Millions reflect an increase of 12% respectively over the previous year on apro-rate basis. Profit after tax is however impacted by 7% as compared to the previous year (on a pro-rated basis) on account of higher provision for depreciation, interest and income tax.

Income for the year ended September 30.2010 was Rs.3607.00 Million as compared to Rs. 5256.000 Millions (18 Months) the previous year on a consolidated basis. Earnings per share was Rs. 9.0 as compared to Rs. 10.35

PROVEN GLOBAL DELIVERY MODEL:

They believe their highly evolved global delivery model represents a key competitive advantage, over the past decade, they have developed their onsite and offshore execution capabilities to deliver high quality and scalable services, in doing so, they have made substantial investments in their processes, infrastructure and systems, and have refined their global delivery model to effectively integrate onsite and offshore technology services, their global delivery model provides clients with seamless, high quality solutions in reduced time frames enabling them to achieve operating efficiencies, to address changing industry dynamics, they continue to refine this model, through their modular global sourcing framework, they assist clients in segmenting their internal business processes and applications, including IT processes.

COMMITMENT TO SUPERIOR PROCESS:

The company delivers high quality and cost effective services to its clients through mature delivery processes, scalable infrastructure and skilled global resource base, the service offerings are delivered through a mix of onsite resources located in the client geography and offshore resources in India.

LONG-STANDING CLIENT RELATIONSHIPS:

They have long-standing relationships with large multinational corporations built on successful prior engagements with them, their track record of delivering high quality solutions across the entire software life cycle and their strong domain expertise help us cement these relationships and gain increased business from their existing clients, as a result, they have a history of client retention and derive a significant proportion of revenues from repeat clients.

ABILITY TO SCALE:

They have successfully managed their growth by investing in infrastructure and by rapidly recruiting, training and deploying new professionals, they currently have 6 global development centers, they can rapidly deploy resources and execute new projects through the scalable network of their global delivery centers.

SHARE CAPITAL:

The paid up share capital of the company as on September 30, 2010 stood at Rs 239.100 millions and the reserves and surplus stood at Rs. 2042.900 millions.

CONTINGENT LIABILITY:

a) The case relating to income tax demand of r Rs. 23.853 Millions excluding interest relating to earlier years due to certain disallowances is decided against the company by madras high court. The company has already paid rs.21.777 Millions towards the demand. T he company intends to prefer an appeal. – Before the Supreme Court.

b) The income tax demand of Rs. 178.449on account of certain disallowance under section 10A of the income tax act for the assessment year 2008-09 and the same is contested before the commissioner of appeals.

c) The company has given corporate guarantee on behalf of its subsidiary company for Rs. 553.400 Millions for the business requirements of the subsidiary.

d) The service tax demand of Rs. 0.393 Million on sponsorship services as the recipient of services is appealed before the commissioner of central excise (appeals) and the appeal is yet to be taken up.

e) Sebi has alleged violation of certain regulations under prevention of unfair trade practices and prevention of insider trading regulations and imposed a penalty of Rs.5.000 Millions on the company vide its' order dated January 31, 2011. The company is preferring an appeal before the securities appellate tribunal (SAT).

MANAGEMENT DISCUSSION AND ANALYSIS

Overview:

Financial statements have been prepared in compliance with the requirements of the companies act, 1956, guidelines issued by the securities and exchange board of india (sebi) and generally accepted accounting principles (gaap) india. Their management accepts responsibility for the integrity and objectivity of these financial statements, as well as for various estimates and judgments used therein, the estimates and judgment relating to the financial statements have been made on a prudent and reasonable basis, so that the financial statements reflect in a true and fair manner the form and substance of transactions, and reasonably present the company's state of affairs, profits and cash flows for the year.

INDUSTRY STRUCTURE AND DEVELOPMENT AND OUTLOOK:

Changing economic and business conditions and rapid technological advances are creating an ever increasing competitive market environment that is driving corporate entities to transform their operations. Consumers of products and services are increasingly demanding accelerated delivery times but with loTheyr prices. to adequately address these needs, companies are focusing on their core competencies and are using outsourced technology service providers to help improve productivity, develop new products, conduct research and development activities, reduce business risk and manage operations more effectively.

The role of technology has evolved from supporting corporations to transforming them, the ability to design, develop and implement and maintain advanced technology platforms and solution to address business and client needs has become a competitive advantage and a priority for corporations world wide, concurrently the prevalence of multiple technology platforms and a greater emphasis on network security and redundancy have increased the complexity and cost of IT systems, and have resulted in greater technology related risks. The need for more dynamic technology solutions and the increased complexity, cost and risk associated with these technology platforms has created a growing need for specialists with experience in leveraging technology to help improve efficiency and security.

There is an increasing need for highly skilled technology professionals in the markets in which they operate, at the same time, corporations are reluctant to expand their internal IT departments and increase costs, these factors have increased corporations reliance on their outsourced technology service providers and are expected to continue to drive future growth for outsourced technology services,

PROSPECTS:

Riding on the back of adrive towards long term engagements with key partners in the previous year, helios and Matheson has scaled new height. A shift in focus towards servicing the top players across verticals has played a distinct role in this growth, providing new business opportunities and rising revenue earnings.

Another vital reason for the successes has been the sustaine relationships with clients that helios and matheson has nurtured and continues to build upon. They repay this trust by constantly looking for ways to enrich client experience, focusing deliveries with better quality, consistency and an understanding of the client's and the market's needs.

Inherent values coupled with an incisive vision let us ride the challenges of the recession. a strong belief that there growth and success should reflect on their clients.

Active business remodeling during testing times has brought the strengths of their management to the fore. Narrowing down on clientele allowed us to concentrate on servicing top players across the market. This paradigm shift has helped us climb up the value chain along with their clients.

As they end a decade of overcoming challenges, seizing opportunities and exciting growth, they look forward to leaping higher than ever before.

The IT industry presents a substantial scope of growth for enterprises that deliver quality service irrespective of the size. They staunchly adhere to establishing a long term relationship with the clients for equitable growth and

Success. The quality and expertise in their services is aptly demonstrated by the profitable revenue generation from repeat business.

BANKERS CHARGES REPORT AS PER REGISTRY

Corporate identity number of the company	L65921TN1991PLC020443
Name of the company	HELIOS AND MATHESON INFORMATION TECHNOLOGY LIMITED
Address of the registered office or of the principal place of business in India of the company	Unit No. # 02-01, II Floor, Block 1, Phase1, Ascendas- Mahindra IT Park, Mahindra City, SEZ, Chennai-603002, Tamilnadu. India Email: Kumar.km@heliosmatheson.com
This form is for	Modification of charge
Charge identification (ID) number of the charge to be modified	90307917
Type of charge	Book debts Movable property (not being pledge) Floating charge
Particular of charge holder	Bank of India, Chennai MID Corporation, No 826 Tarapore Towers IV Floor, Annasalai, Chennai – 600002, Tamilnadu, India
Nature of instrument creating charge	Supplemental hypothecation Agreement.
Date of instrument Creating the charge	07.03.2012
Amount secured by the charge	Rs. 700.000 Millions
Brief of the principal terms an conditions and extent and operation of the charge	Rate of Interest 3% over base rate, presently 13.75% pa with monthly rests Terms of Repayment CC Rs 400.000 Millions-running account payable on demand Term Loan -Rs 300.000 Millions -8 half yearly installments of Rs. 37.500 Millions commencing from 30.09.2012 Margin 30% Extent and Operation of the charge The charge shall operate to the extent of Rs.700.000 Million plus interest, costs, expenses and other charges thereon.
Short particulars of the property or asset(s) charged (including complete address and location of the property)	· First pari passu charge by way of hypothecation of movable fixed assets of the company(excluding the assets at · cybervale, mahindra world city, sez, Chennai) for rupee term loan. · Second pari passu charge by way of hypothecation of receivables (domestic and export) for rupee term loan. · Second pari passu charge on movable fixed assets of the company to secure cash credit limit. · First pari passu charge on the current assets of the company.
Date of instrument modifying the charge	04.06.2011
Particulars of the present modification	Aggregate limit enhanced from Rs 550.000 Millions to Rs 700.00 Millions with increase in cash credit limit from Rs 250.000 Millions to Rs.400.000 Millions with term loan limit of Rs 300.000 Millions remaining same.

FIXED ASSETS

· Goodwill

· Lease holds land and building

· Plant and Machinery

· Furniture and Equipment

· Vehicles

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.51.50
UK Pound	1	Rs.81.99
Euro	1	Rs.67.54

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	YES
--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.