MIRA INFORM REPORT

Report Date :

02.01.2012

IDENTIFICATION DETAILS

Name :	MATRIX CELLULAR (INTERNATIONAL) SERVICES PRIVATE LIMITED
Registered Office :	7, Khullar FRM Mandi Road, Mehrauli, New Delhi-110030
Country :	India
Financials (as on) :	31.03.2011
Date of Incorporation :	17.11.2005
Com. Reg. No.:	55-142628
Capital Investment / Paid-up Capital :	Rs.20.988 Millions
CIN No.: [Company Identification No.]	U64202DL2005PTC142628
Legal Form :	Private Limited Liability Company
Line of Business :	Subject is engaged in business of providing international sim cards and data solutions services.
No. of Employees :	Not Available

RATING & COMMENTS

MIRA’s Rating :

B (26)

RATING		STATUS	PROPOSED CREDIT LINE
26-40	B	Capability to overcome financial difficulties seems comparatively below average.	Small

Maximum Credit Limit :	USD 2000000
Status :	Moderate
Payment Behaviour :	Slow
Litigation :	Clear
Comments :	Subject is an established company having moderate track. There appears huge accumulated losses recorded by the company. However, trade relations are reported as fair. Business is active. Payments are reported to be slow. The company can be considered for business dealings with some cautions.

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 :	7, Khullar FRM Mandi Road, Mehrauli, New Delhi-110030, India
Tel. No.:	91-11-26800000
Fax No.:	Not Available
E-Mail :	gauravk@matrix.in info@matrix.in

DIRECTORS

As on 30.09.2011

Name :	Mr. Gagandeep Singh Dugal
Designation :	Managing Director
Address :	6, Sultapur Estate, Mandi Road, Mehrauli, New Delhi-110030, India
Date of Birth/Age :	15.12.1972
Date of Appointment :	17.11.2005
Name :	Mr. Manjit Singh Dugal
Designation :	Director
Address :	6, Sultapur Estate, Mandi Road, Mehrauli, New Delhi-110030, India
Date of Birth/Age :	07.08.1939
Date of Appointment :	17.11.2005
Name :	Mr. Jayanta Kumar Basu
Designation :	Director
Address :	I, 1742, Chittranjan Park, New Delhi-110019, India
Date of Birth/Age :	09.11.1965
Date of Appointment :	15.02.2011

MAJOR SHAREHOLDERS / SHAREHOLDING PATTERN

As on 30.09.2011

Names of Shareholders	No. of Shares
Gagandeep Singh Dugal	22738100
Manjit Singh Dugal	20000
Urvashi Kaur	3000000
Aleta Private Limited	16215340
Total	41973440

As on 30.09.2011

Equity Share Breakup	Percentage of Holding
Category
Foreign holdings [Foreign institutional investors, Foreign Companies, Foreign Financial Institutions, Non-resident Indian or Overseas corporate bodies or others]	38.63
Directors or relatives of directors	61.37
Total	100.00

BUSINESS DETAILS

Line of Business :

Subject is engaged in business of providing international sim cards and data solutions services.

GENERAL INFORMATION

Bankers :

· The Bank of Rajasthan Limited, Nayapura, Kota-324001, Rajasthan, India

· Barclays Bank PLC, Eros Corporate Towers, Nehru Place, New Delhi-110019, India

· HDFC Bank Limited, HDFC Bank House, Senapati Bapat Marg, Lower Parel (West), Mumbai-400013, Maharashtra, India

Facilities :

Secured Loan	As on 31.03.2011 [Rs. in Millions]	As on 31.03.2010 [Rs. in Millions]
Rupee term loans	20.555	52.014
Rupee term loans financial institutions	53.864	98.826
Working capital loans banks	0.000	123.874
Hire purchase installment payable secured	33.241	4.249
Total	107.660	278.963
Unsecured Loan
Fully convertible debentures	0.000	150.000
Rupee term loans banks	0.747	3.609
Rupee term loans others	0.124	5.719
Total	0.871	159.328

Banking Relations :	--
Auditors :
Name :	S.R. Batliboi and Company Chartered Accountants
Address :	Golf View, Corporate Tower B, Sector 42, Sector Road, Gurgaon-122002, Haryana, India
Subsidiaries :	· Matrix Cellular International Services UK Limited · Matrix Cellular Pte. Limited · Matrix Cellular International Limited, Thailand · GD Enterprises FZE
Enterprises over which key managerial personnel are able to exercise significant influence:	· Luxaloan Building Private Limited · Preciflex Insulations Private Limited · Matrix Back Office Private Limited

CAPITAL STRUCTURE

As on 30.09.2011

Authorised Capital :

No. of Shares	Type	Value	Amount
42000000	Equity Shares	Rs.10/- each	Rs.420.000 Millions

Issued, Subscribed & Paid-up Capital :

No. of Shares	Type	Value	Amount
41973440	Equity Shares	Rs.10/- each	Rs.419.734 Millions

As on 31.03.2011

Authorised Capital :

No. of Shares	Type	Value	Amount
3000000	Equity Shares	Rs.10/- each	Rs.30.000 Millions

Issued, Subscribed & Paid-up Capital :

No. of Shares	Type	Value	Amount
2098671	Equity Shares	Rs.10/- each	Rs.20.988 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		20.988	19.187	16.700
2] Share Application Money		0.000	0.000	0.000
3] Reserves & Surplus		628.269	347.512	0.000
4] (Accumulated Losses)		(124.338)	(128.690)	(176.708)
NETWORTH		524.919	238.009	(160.008)
LOAN FUNDS
1] Secured Loans		107.660	278.963	205.054
2] Unsecured Loans		0.871	159.328	520.296
TOTAL BORROWING		108.531	438.291	725.350
DEFERRED TAX LIABILITIES		0.000	0.000	0.000
TOTAL		633.450	676.300	565.342
APPLICATION OF FUNDS
FIXED ASSETS [Net Block]		76.908	30.098	31.585
Capital work-in-progress		1.239	54.000	0.000
INVESTMENT		35.412	29.124	15.135
DEFERREX TAX ASSETS		27.646	28.400	46.110
CURRENT ASSETS, LOANS & ADVANCES
	Inventories	0.000	28.082	24.545
	Sundry Debtors	162.830	183.900	130.558
	Cash & Bank Balances	200.130	24.317	10.135
	Other Current Assets	55.446	33.705	0.000
	Loans & Advances	338.161	463.255	495.623
Total Current Assets		756.567	733.259	660.861
Less : CURRENT LIABILITIES & PROVISIONS
	Sundry Creditors	151.338	126.453	142.108
	Other Current Liabilities	83.903	72.128	33.399
	Provisions	29.081	0.000	12.842
Total Current Liabilities		264.322	198.581	188.349
Net Current Assets		492.245	534.678	472.512
MISCELLANEOUS EXPENSES		0.000	0.000	0.000
TOTAL		633.450	676.300	565.342

PROFIT & LOSS ACCOUNT

	PARTICULARS		31.03.2011	31.03.2010	31.03.2009
	SALES
		Income		1081.827	940.905
		Other Income		8.963	3.083
		TOTAL (A)	1723.073 (Gross Turnover)	1090.790	943.988
Less	EXPENSES
		Purchases		533.483	549.767
		Personnel Expenses		173.563	146.597
		Operating Expenses	NA	117.997	117.935
		Selling and Distribution Expenses		135.687	230.978
		Increase / Decrease in Closing Stocks		(3.536)	(3.004)
		TOTAL (B)	NA	957.194	1042.273
Less	PROFIT / (LOSS) BEFORE INTEREST, TAX, DEPRECIATION AND AMORTISATION (A-B) (C)		NA	133.596	(98.285)
Less	FINANCIAL EXPENSES (D)		NA	56.690	46.582
	PROFIT / (LOSS) BEFORE TAX, DEPRECIATION AND AMORTISATION (C-D) (E)		115.247	76.906	(144.867)
Less/ Add	DEPRECIATION/ AMORTISATION (F)		51.735	9.315	11.444
	PROFIT / (LOSS) BEFORE TAX (E-F) (G)		63.512	67.591	(156.311)
Less	TAX (H)		59.161	19.573	(52.859)
	PROFIT / (LOSS) AFTER TAX (G-H) (I)		4.351	48.018	(103.452)
Less	PRIOR PERIOD EXPENSES / DEFERRED REVENUE EXPENDITURE WRITTEN OFF		NA	0.000	102.283
Add	PREVIOUS YEARS’ BALANCE BROUGHT FORWARD		NA	(176.708)	29.027
	BALANCE CARRIED TO THE B/S		NA	(128.690)	(176.708)
	EARNINGS IN FOREIGN CURRENCY
		Sale of Airtime	NA	80.948	65.018
	Earnings / (Loss) Per Share (Rs.)		0.10	2.50	(6.19)

KEY RATIOS

PARTICULARS		31.03.2011	31.03.2010	31.03.2009
PAT / Total Income	(%)	NA	4.40	(1.96)
Net Profit Margin (PBT/Sales)	(%)	NA	6.25	(16.61)
Return on Total Assets (PBT/Total Assets}	(%)	7.62	8.85	(22.57)
Return on Investment (ROI) (PBT/Networth)		0.12	0.28	0.98
Debt Equity Ratio (Total Liability/Networth)		0.71	2.68	(5.71)
Current Ratio (Current Asset/Current Liability)		2.86	3.69	3.51

LOCAL AGENCY FURTHER INFORMATION

BANKERS CHARGES REPORT AS PER REGISTRY

This form is for	Modification of charge
Charge identification number of the modified	10243609
Corporate identity number of the company	U64202DL2005PTC142628
Name of the company	MATRIX CELLULAR (INTERNATIONAL) SERVICES PRIVATE LIMITED
Address of the registered office or of the principal place of business in India of the company	7, Khullar FRM Mandi Road, Mehrauli, New Delhi-110030, India
Type of charge	Book Debts Movable Property [not being pledge] Floating Charge
Particular of charge holder	HDFC Bank Limited, HDFC Bank House, Senapati Bapat Marg, Lower Parel (West), Mumbai-400013, Maharashtra, India
Email	nitish.kumar@hdfcbank.com
Nature of description of the instrument creating or modifying the charge	1) Supplemental Letter of Hypothecation of Stock and Book Debts 2) Deed of Hypothecation
Date of instrument Creating the charge	14.06.2011
Amount secured by the charge	Rs.240.000 Millions
Brief particulars of the principal terms an conditions and extent and operation of the charge	Rate of Interest As per Sanction terms Terms of Repayment Repayable on demand Margin As per Sanction terms Extent and Operation of the charge First Pari Passu charge on current assets and moveable fixed assets and exclusive charge on receivables including credit card receivables to secure the due repayment of the credit facilities along with interest, costs, charges and other dues that may any time hereafter become due and owing to the bank in respect of and under the credit facilities.
Short particulars of the property charged	First charge on pari passu basis on all the current assets and movable fixed assets of the company both present and future. Exclusive charge on all the receivables of the company including credit card receivables.
Date of latest modification prior to the present modification	18.04.2011
Particulars of the present modification	By this modification 1. The charge on all the current assets and movable fixed assets of the company has been enhanced from Rs 67.000 million to Rs 240.000 millions 2. The limits are now also additionally secured by way of exclusive charge on receivables including credit card receivables.

FIXED ASSETS:

· Building

· Plant and Machinery

· Office Equipments

· Land and Building

· Furniture and Fixtures

· Motor 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.53.27
UK Pound	1	Rs.82.10
Euro	1	Rs.68.90

SCORE & RATING EXPLANATIONS

SCORE FACTORS	RANGE	POINTS
HISTORY	1~10	4
PAID-UP CAPITAL	1~10	3
OPERATING SCALE	1~10	4
FINANCIAL CONDITION
--BUSINESS SCALE	1~10	3
--PROFITABILIRY	1~10	2
--LIQUIDITY	1~10	3
--LEVERAGE	1~10	3
--RESERVES	1~10	2
--CREDIT LINES	1~10	2
--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		26

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.