MIRA INFORM REPORT

Report Date :

17.02.2012

IDENTIFICATION DETAILS

Name :	COMMTEL NETWORKS PRIVATE LIMITED (w.e.f. 25.02.2002)
Formerly Known As :	COMMTEL DEDICATED NETWORK SOLUTIONS (INDIA) PRIVATE LIMITED
Registered Office :	23 White Castle, 34-35, Union Park, Sion-Trombe Road, Chembur, Mumbai-400071, Maharashtra
Country :	India
Financials (as on) :	31.03.2011
Date of Incorporation :	31.07.1998
Com. Reg. No.:	11-116062
Capital Investment / Paid-up Capital :	Rs.16.845 Millions
CIN No.: [Company Identification No.]	U32201MH1998PTC116062
TAN No.: [Tax Deduction & Collection Account No.]	MUMC10355C
PAN No.: [Permanent Account No.]	AAACC8966G
Legal Form :	Private Limited Liability Company.
Line of Business :	Trader and Dealer of Telecommunication Equipments, Components and Accessories.
No. of Employees :	Information denied by the management.

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 560000
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 DECLINED BY

Name :	Mr. Santakumar
Designation :	Finance Manager
Contact No.:	91-22-25201210
Date :	16.02.2012

LOCATIONS

Registered Office :	23 White Castle, 34-35, Union Park, Sion-Trombe Road, Chembur, Mumbai-400071, Maharashtra, India
Tel. No.:	91-22-25201210/61414000
Fax No.:	91-22-25201220
E-Mail :	info@commtelnetworks.com
Website :	http://www.commtelnetworks.com
Area :	1000 sq. ft.
Location:	Owned
Convergence Centre :	RICC, B 3 and B 4, Incubation Centre, Plot No. Gen-2/1/B, D Block, MIDC TTC, Juinagar, Navi Mumbai-400701, Maharashtra, India
Tel. No.:	91-22-67734100/25201210
Fax No.:	91-22-67734141/25201220
International Office :	Sharjah, U.A.E. P6-048, Saif-Zone, P.O. Box 120988, Sharjah, United Arab Emirates
Tel. No.:	+971 6 5573038
Fax No.:	+971 6 5573039
Regional Office :	Located At: · New Delhi · Vadodara · Kolkata

DIRECTORS

As on 19.09.2011

Name :

Mr. Satish Govindan Kutty Pookulangara

Designation :

Director

Address :

A/15, Munjal Nagar No. 2, Chembur, Mumbai-400089, Maharashtra, India

Date of Birth/Age :

21.01.1968

Date of Appointment :

15.01.2006

Din No.:

00032327

Name :

Mr. Shriprakash Ramshringar Pandey

Designation :

Chairman and Managing Director

Address :

101, Onyx, Plot No. 36, Union Park, Chembur, Mumbai-400071, Maharashtra, India

Date of Birth/Age :

19.10.1969

Date of Appointment :

31.07.1998

Din No.:

00032655

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	U32201MH1998PTC116062	COMMTEL NETWORKS PRIVATE LIMITED	Managing director	31-07-98	31-07-98	Active	NO
2	U91990MH2005NPL151135	COMMTEL FOUNDATION	Director	08-02-05	08-02-05	Active	NO
3	U22200MH2009PTC192627	COMMTEL MEDIAWORKS PRIVATE LIMITED	Director	23-05-09	23-05-09	Active	NO
4	U74990MH2009FTC197057	NIL-LABS INNOVATION PRIVATE LIMITED	Director	13-11-09	13-11-09	Active	NO
5	U32103MH2011PTC212785	COMMTEL TECHNIX PRIVATE LIMITED	Director	28-01-11	28-01-11	Active	NO

Name :

Mr. Dinesh Ramshringar Pandey

Designation :

Director

Address :

101, Onyx, Plot No. 36, Union Park, Chembur, Mumbai-400071, Maharashtra, India

Date of Birth/Age :

06.04.1974

Date of Appointment :

02.08.2001

Din No.:

00032707

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	U32201MH1998PTC116062	COMMTEL NETWORKS PRIVATE LIMITED	Director	02-08-01	02-08-01	Active	NO
2	U32103MH2011PTC212785	COMMTEL TECHNIX PRIVATE LIMITED	Director	28-01-11	28-01-11	Active	NO

Name :

Mr. Robert Harry Green

Designation :

Director

Address :

39, Mel Rof Dirve, Kilmore, Victoria, Australia

Date of Birth/Age :

21.12.1960

Date of Appointment :

31.07.1998

Din No.:

02300447

KEY EXECUTIVES

Name :	Mr. Santakumar
Designation :	Finance Manager

MAJOR SHAREHOLDERS / SHAREHOLDING PATTERN

As on 19.09.2011

Names of Shareholders	No. of Shares
Shriprakash Ramshringar Pandey	1254750
Saseendran R K	110000
Satish Govindan Kutty Pookulangara	319750
Total	1684500

As on 19.09.2011

Equity Share Breakup	Percentage of Holding
Category
Directors or relatives of directors	93.47
Other top fifty shareholders	6.53
Total	100.00

BUSINESS DETAILS

Line of Business :

Trader and Dealer of Telecommunication Equipments, Components and Accessories.

Products :

PRODUCT DESCRIPTION	ITC CODE
Telecommunication Equipment and Services	8517

GENERAL INFORMATION

No. of Employees :

Information denied by the management.

Bankers :

• Citi Bank N.A, Bandra Kurla Complex, G-Block, Bandra (East), Mumbai-400051, Maharashtra, India
• Standard Chartered Bank, SME Credit, 23-25, M G Road, Fort, Mumbai-400001, Maharashtra, India
• Standard Chartered Bank, SME Credit, Crescenzo, 3A/F, Plot No. C-38 and 39, G Block, Bandra Kurla Complex, Bandra, Mumbai-400051, Maharashtra, India
• Small Industries Development Bank of India, SIDBI Tower, 15, Ashok Marg, Lucknow-226001, Uttar Pradesh, India

Facilities :

SECURED LOAN	As on 31.03.2011 [Rs. in Millions]	As on 31.03.2010 [Rs. in Millions]
Cash Credit account with Banks (Secured by a pari passu charge with Citi Bank and Standard Chartered Bank of present and future stocks, book debts and deposits with bank and personal guarantee by directors) (Limit includes Rs. 40.000 Millions (Previous year Rs. 20.000 Millions) being Working Capital Demand Loan form Citi Bank)	94.703	65.449
Term Loan from Bank (Secured by hypothecation of vehicles and mortgage of Staff quarters)	29.550	26.129
Total	124.253	91.578
UNSECURED LOAN
Loan From Directors	25.700	0.000
Total	25.700	0.000

Banking Relations :	--
Auditors :
Name :	S M Bajaj and Company Chartered Accountants
Address :	B-10, Arya Satya, Ramchandra Nagar, Off Manpada Road, Dombivli (East), Mumbai-421201, Maharashtra, India
Pan No.:	AABPB2285R
Associates/Subsidiaries :	· Commtel Networks (FZC) · Commtel Technix Private Limited [U32103MH2011PTC212785]
Concerns in which key management personnel or relatives thereof have controlling interest:	· Commtel Mediaworks Private Limited · United Commtel LLC

CAPITAL STRUCTURE

As on 31.03.2011

Authorised Capital :

No. of Shares	Type	Value	Amount
2000000	Equity Shares	Rs.10/- each	Rs.20.000 Millions

Issued, Subscribed & Paid-up Capital :

No. of Shares	Type	Value	Amount
1684500	Equity Shares	Rs.10/- each	Rs.16.845 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		16.845	15.758	15.758
2] Share Application Money		0.000	0.000	0.000
3] Reserves & Surplus		123.213	81.220	64.492
4] (Accumulated Losses)		0.000	0.000	0.000
NETWORTH		140.058	96.978	80.250
LOAN FUNDS
1] Secured Loans		124.253	91.578	46.411
2] Unsecured Loans		25.700	0.000	0.000
TOTAL BORROWING		149.953	91.578	46.411
DEFERRED TAX LIABILITIES		22.791	18.652	12.774
TOTAL		312.802	207.208	139.435
APPLICATION OF FUNDS
FIXED ASSETS [Net Block]		37.409	38.916	34.702
Capital work-in-progress		11.974	4.020	0.000
INVESTMENT		57.852	1.705	1.705
DEFERREX TAX ASSETS		0.000	0.000	0.000
CURRENT ASSETS, LOANS & ADVANCES
	Inventories	46.176	40.510	31.121
	Sundry Debtors	242.414	118.263	75.934
	Cash & Bank Balances	20.056	16.467	15.098
	Other Current Assets	0.000	0.000	0.000
	Loans & Advances	17.929	18.346	24.440
Total Current Assets		326.575	193.586	146.593
Less : CURRENT LIABILITIES & PROVISIONS
	Sundry Creditors	89.214	14.003	21.330
	Other Current Liabilities	23.618	12.940	7.851
	Provisions	8.176	4.076	14.384
Total Current Liabilities		121.008	31.019	43.565
Net Current Assets		205.567	162.567	103.028
MISCELLANEOUS EXPENSES		0.000	0.000	0.000
TOTAL		312.802	207.208	139.435

PROFIT & LOSS ACCOUNT

	PARTICULARS		31.03.2011	31.03.2010	31.03.2009
	REVENUE FROM OPERATIONS		473.928	310.253	206.106
	PROFIT BEFORE INTEREST, TAX, DEPRECIATION AND AMORTISATION		67.279	42.928	21.844
	PROFIT BEFORE TAX		45.024	26.840	10.087
Less	TAX		9.900	3.200	2.700
	PROFIT AFTER TAX		35.124	23.640	7.387
Less	APPROPRIATIONS
		Transfer to General Reserve	20.000	4.890	NA
	EARNINGS IN FOREIGN CURRENCY
		Project and other services	2.792	16.932	24.744
		Value of exports (FOB)	6.790	17.471	17.210
		Recovery of expenses / charges	0.000	6.549	6.315
	TOTAL EARNINGS		9.582	40.952	48.269
	IMPORTS
		Trading Goods	122.093	47.064	52.461
		Capital Goods	0.000	0.000	0.831
	TOTAL IMPORTS		122.093	47.064	53.292
	Earnings Per Share (Rs.)		19.18	11.27	4.69

KEY RATIOS

PARTICULARS		31.03.2011	31.03.2010	31.03.2009
Net Profit Margin (PBT/Sales)	(%)	9.50	8.65	4.89
Return on Total Assets (PBT/Total Assets}	(%)	12.37	11.54	5.56
Return on Investment (ROI) (PBT/Networth)		0.32	0.27	0.13
Debt Equity Ratio (Total Liability/Networth)		1.93	1.26	1.12
Current Ratio (Current Asset/Current Liability)		2.70	6.24	3.36

LOCAL AGENCY FURTHER INFORMATION

DETAILS OF SUNDRY CREDITORS:

Particulars	31.03.2011 (Rs. in millions)	31.03.2010 (Rs. in millions)	31.03.2009 (Rs. in millions)
Sundry Creditors
Due to Others	89.214	14.003	21.335

KEY FINANCIAL AND OPERATIONS:

The revenue for operations of the company on a standalone basis in FY 2010-11 has grown by 53 % as compared to the preceding year.

The profit after tax saw a jump of more than 49% in comparison with the preceding financial year. Details of the company operations and performance have been provided in the preceding section of this director’s report.

BANKERS CHARGES REPORT AS PER REGISTRY

This form is for	Modification of charge
Charge identification number of the modified	10117773
Corporate identity number of the company	U32201MH1998PTC116062
Name of the company	COMMTEL NETWORKS PRIVATE LIMITED
Address of the registered office or of the principal place of business in India of the company	23 White Castle, 34-35, Union Park, Sion-Trombe Road, Chembur, Mumbai-400071, Maharashtra, India
Type of charge	Book Debts Movable Property [not being pledge] Floating Charge
Particular of charge holder	Standard Chartered Bank, SME Credit, Crescenzo, 3A/F, Plot No. C-38 and 39, G Block, Bandra Kurla Complex, Bandra, Mumbai-400051, Maharashtra, India
Email	sme.form8@sc.com
Nature of description of the instrument creating or modifying the charge	Hypothecation Agreement - Supplemental
Date of instrument Creating the charge	14.11.2011
Amount secured by the charge	Rs.165.000 Millions
Brief particulars of the principal terms an conditions and extent and operation of the charge	Rate of Interest As agreed by and with the Bank from time to time. Terms of Repayment As agreed by and with the Bank from time to time. Margin As applicable, if any. Extent and Operation of the charge The Bank is having pari passu charge with Citi Bank on the security given by the Company, as described in sr. no. 15 below.
Short particulars of the property charged	Hypothecation by way of pari passu charge with Citi Bank on: a) All the stock in trade both present and future consisting of raw materials, finished goods, goods in process of manufacturing And other merchandise. b) All the present and future book debts, outstanding moneys receivable, claims and bills.
Date of latest modification prior to the present modification	08.08.2011
Particulars of the present modification	By present modification, the existing charge amount of Rs.110.000 Millions enhanced to Rs.165.000 Millions against the security of hypothecation by way of pari passu charge with Citi Bank on: a) all the stock in trade both present and future consisting of raw materials, finished goods, goods in process of manufacturing and other merchandise. b) All the present and future book debts, outstanding moneys receivable, claims and bills.

CONTINGENT LIABILITIES IN RESPECT OF:

Particulars	31.03.2011 (Rs. in millions)	31.03.2010 (Rs. in millions)
Bank guarantees issued for the purpose of performance of contractual obligations	91.413	77.929
Disputed income tax liabilities	1.365	5.093
Disputed sales tax liabilities	0.069	0.000
Total	92.847	83.022

FIXED ASSETS:

· Staff Quarters

· Test Equipments

· Computers and Printers

· Computer Software

· Epbax and Telephone Instruments

· Office Equipments

· Vehicles

· Furniture and Fixtures

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.49.25
UK Pound	1	Rs.77.45
Euro	1	Rs.64.89

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.