MIRA INFORM REPORT

Report Date :

24.01.2012

IDENTIFICATION DETAILS

Name :	TIKONA DIGITAL NETWORKS PRIVATE LIMITED
Registered Office :	Corpora, Office 3A, 3^rd Floor, LBS Marg, Bhandup (West), Mumbai-400078, Maharashtra
Country :	India
Financials (as on) :	31.03.2011
Date of Incorporation :	29.05.2008
Com. Reg. No.:	11-182808
Capital Investment / Paid-up Capital :	Rs.20.981 Millions
CIN No.: [Company Identification No.]	U72900MH2008PTC182808
TAN No.: [Tax Deduction & Collection Account No.]	MUMT14724D
PAN No.: [Permanent Account No.]	AACCT9425H
Legal Form :	Private Limited Liability Company
Line of Business :	Offer Broadband internet and IT enabled services for the residential and business applications.
No. of Employees :	Not Divulged

RATING & COMMENTS

MIRA’s Rating :

Ca (17)

RATING		STATUS	PROPOSED CREDIT LINE
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

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. Profitability of the company is under pressure. However, trade relations are reported as fair. Business is active. Payments are reported to be slow. The company can be considered for business dealings on a secured 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

Management Non-Cooperative

LOCATIONS

Registered Office :	Corpora, Office3A, 3^rd Floor, LBS Marg, Bhandup(w), Mumbai-400078, Maharashtra, India
Tel. No.:	91-22-67840000/41830000
Fax No.:	91-22-67840111/41830111
E-Mail :	r.narayanan@tikona.in compliance@tokona.in v.agarwal@tikona.in
Website :	www.tikona.in

DIRECTORS

As on 29.09.2011

Name :

Mr. Prakash Chandra Bajpai

Designation :

Managing Director

Address :

Flat No.201-2,Rahhheja Grand, Turner Road, Bandra(w), Mumbai-400031, Maharashtra, India

Date of Birth/Age :

09.09.1956

Date of Appointment :

11.06.2008

DIN No.:

00030512

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	U30007MH1991PLC218014	RELIANCE WIMAX LIMITED	Director	15-02-03	15-02-03	06-06-08	Active	NO
2	U72900MH2000PTC124553	RELIANCE DATA EXCHANGE PRIVATE LIMITED	Director	10-08-05	10-08-05	06-06-08	Strike off	NO
3	U72900MH1996PTC172148	INNOMEDIA TECHNOLOGIES PRIVATE LIMITED	Director	16-08-05	16-08-05	06-06-08	Active	NO
4	U72900DL2003NPL120999	NATIONAL INTERNET EXCHANGE OF INDIA	Director	28-09-07	28-09-07	01-09-08	Active	NO
5	U27310GJ1993PTC019541	MULTIMEDIA DISTRIBUTORS PRIVATE LIMITED	Additional director	12-10-07	12-10-07	06-06-08	Strike off	NO
6	U72900MH2008PTC182808	TIKONA DIGITAL NETWORKS PRIVATE LIMITED	Director	04-09-08	11-06-08	-	Active	NO

Name :

Mr. Gaurav Bhandari

Designation :

Director

Address :

47, East 87^th Street#5C, New york,-10128, USA.

Date of Birth/Age :

10.03.1968

Date of Appointment :

04.09.2008

DIN No.:

02259646

Name :

Mr. Iftikar Ahmed

Designation :

Director

Address :

505, North Greenwich,Connecticut,06830,USA

Date of Birth/Age :

25.12.1971

Date of Appointment :

04.09.2008

DIN No.:

02257147

Name :

Mr. Atul Kapur

Designation :

Director

Address :

21 Holland Park Lien Towers #07-21,Singapore-249476.

Date of Birth/Age :

22.06.1963

Date of Appointment :

04.09.2008

DIN No.:

01778935

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	U74920MH1982PLC027283	TOPS SECURITY LIMITED	Director	29-12-07	13-08-07	21-04-09	Active	NO
2	U40109AP2006PTC052129	REGEN POWERTECH PRIVATE LIMITED	Nominee director	29-10-07	29-10-07	-	Active	NO
3	U74999MH2006PLC165722	FUTURE BRANDS LIMITED	Director	10-09-08	04-01-08	14-08-10	Active	NO
4	U52399MH2007PLC171178	FUTURE E-COMMERCE INFRASTRUCTURE LIMITED	Director	22-11-08	19-06-08	-	Active	NO
5	U74300MH2006PLC160375	FUTURE MEDIA (INDIA) LIMITED	Nominee director	18-09-08	19-06-08	-	Active	NO
6	U85110AP1998PTC030229	RAVINDRANATH GE MEDICAL ASSOCIATES PRIVATE LIMITED	Nominee director	27-06-08	27-06-08	-	Active	NO
7	U72900MH2008PTC182808	TIKONA DIGITAL NETWORKS PRIVATE LIMITED	Director	04-09-08	06-08-08	-	Active	NO
8	U92120MH2002PLC135806	PERCEPT LIMITED	Additional director	21-01-10	21-01-10	-	Active	NO
9	U51909WB2009PTC136998	INDOSTAR CAPITAL FINANCE PRIVATE LIMITED	Director	23-09-11	28-04-11	-	Active	NO
10	U45201DL1983PTC017029	INTERARCH BUILDING PRODUCTS PRIVATE LIMITED	Nominee director	11-07-11	11-07-11	-	Active	NO

Name :

Mr. Tarun Kumar

Designation :

Director

Address :

A-9 /203, Badhwar Park Rly, Officer Flats Cuffe Parade, Mumbai – 400005, Maharashtra, India

Date of Birth/Age :

20.07.1967

Date of Appointment :

25.08.2009

DIN No.:

02794297

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	U72900MH2008PTC182808	TIKONA DIGITAL NETWORKS PRIVATE LIMITED	Director	09-09-10	25-08-09	-	Active	NO
2	U74899DL1975PLC007904	TIKONA INFINET LIMITED	Additional director	10-11-11	10-11-11	-	Active	NO

Name :

Mrs. Shweta Bhatia

Designation :

Director

Address :

H/No Q-4/9, DLF Phase 2, Purvi Marg, Gurgaon – 122002, Haryana, India

Date of Birth/Age :

22.11.1978

Date of Appointment :

02.08.2011

DIN No.:

03167394

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	U72900MH2008PTC182808	TIKONA DIGITAL NETWORKS PRIVATE LIMITED	Additional director	03-11-11	02-06-10	-	Active	NO
2	U51909WB2009PTC136998	INDOSTAR CAPITAL FINANCE PRIVATE LIMITED	Director	23-09-11	28-04-11	-	Active	NO
3	U74899DL1975PLC007904	TIKONA INFINET LIMITED	Additional director	10-11-11	10-11-11	-	Active	NO

KEY EXECUTIVES

Name :	Mr. Abhijaat Akhilesh Sinha
Designation :	Secretary
Address :	B-2/203 Brightland-One Chsph-I, Yashasvi Nagar,Thane-4000608, Maharashtra,India.
Date of Birth/Age :	08.11.1975
Date of Appointment :	13.10.2008

MAJOR SHAREHOLDERS / SHAREHOLDING PATTERN

As on 29.09.2011

Names of Shareholders (Equity Shares)	No. of Shares
GS Investment Partners(Mauritius) I Limited, Mauritius	100
Indivision India Partners , Mauritius	100
Oak India Investment, Mauritius	100
Prakash Bajpai	100
Rajesh Tiwari	100
Mr. Prakash Bajpai and Mr.Rajesh Tiwari As Trustees-Tokina Trust, India	2083157
Green Lotus Limited, Mauritius	100
Ajay Sarupria	14040
GS Investments Partners (Mauritius) IV Limited, Mauritius	100
Anand Rathi Financial Services Limited, India	100
L and T Infrastructure Finance Company Limited , India	100
TOTAL	2098097

Equity Share Break up (Percentage of Total Equity)

As on 29.09.2011

Category	Percentage
Foreign holdings( Foreign institutional investor(s), Foreign companie(s) Foreign financial institution(s), Non-resident Indian(s) or Overseas Corporate bodies or Others	0.02
Bodies corporate	0.01
Directors or relatives of Directors	0.01
Other top fifty shareholders	99.96
Total	100.00

BUSINESS DETAILS

Line of Business :	Offer Broadband internet and IT enabled services for the residential and business applications.
Products/ Service :	Broadband and Telecommunication services including providing infrastructure as CAT A ISP

GENERAL INFORMATION

No. of Employees :

Not Divulged

Bankers :

Punjab National Bank, Maker Tower, E’ Ground Floor, Cuffe Parade, Mumbai – 400005, Maharashtra, India

Facilities :

Secured Loan	As on 31.03.2010 (Rs. in Millions)	As on 31.03.2009 (Rs. in Millions)
Long Term Loans From Banks and Other
From Banks	3604.176	0.000
From Others (Due within year Rs.Nil)	1600.000	0.000
Total	5204.176	0.000
Unsecured Loan	As on 31.03.2010 (Rs. in Millions)	As on 31.03.2009 (Rs. in Millions)
Compulsory Convertible Debenture
4487646 (March 31, 2010 – 4487646) Series A compulsory convertible debenture of Rs.1000 each fully paid)	4487.646	4487.646
249120 (March 31, 2010 – 249120) Series A compulsory convertible debenture of Rs.1000 each fully paid)	249.120	249.120
2634032 (March 31, 2010 – NIL) Series A compulsory convertible debenture of Rs.1000 each fully paid)	7480.651	0.000
Total	12217.417	4736.766

Banking Relations :
Auditors :
Name :	S.R. Batlibol and Associates Chartered Accountant
Address :	Express Towers, 6^th Floor, Nariman Point, Mumbai – 400021, Maharashtra, India
PAN.:	AABFS3421N

CAPITAL STRUCTURE

As on 29.09.2011

Authorised Capital of Rs.125.000 Millions

Issued, Subscribed and Paid Up Capital of Rs.20.985 Millions

As on 31.03.2011

Authorised Capital :

No. of Shares	Type	Value	Amount
12500000	Equity Shares	Rs.10/- each	Rs.125.000 Millions

Issued, Subscribed & Paid-up Capital :

No. of Shares	Type	Value	Amount
10000	Equity Shares	Rs.10/- each	Rs.0.100 Millions
1673422	Class-I equity shares	Rs.10/- each	Rs.16.734 Millions
413775	Class-II equity shares	Rs.10/- each	Rs.4.138 Millions
400	Series A equity shares	Rs.10/- each	Rs.0.004 Millions
200	Series B equity shares	Rs.10/- each	Rs.0.002 Millions
300	Series C equity shares	Rs.10/- each	Rs.0.003 Millions
			Rs.20.981 Millions

Notes:

(1) Of the total 2,098,097 (March 31, 2010 -- 1,684,022) equity shares; 2,083,157 (March 31, 2010 -- 1,669,382) equity shares are held by Tikona Trust.

(2) Further, of the total 2,098,097 (March 31, 2010 -- 1,684,022) equity shares; 1,674,022 (March 31,2010 -- 1,674,022) equity shares (Class-I, Series A and Series B) are issued at a premium of Rs 990 per share [Refer sub note (a), (b), (c) and (d) below] and 414,075 (March 31, 2010 -- Nil) equity shares (Class-II and Series C) are issued at a premium of Rs 2,830 per share [Refer sub note (e) and (f) below] as given below:

(a) 1,659,382 (March 31, 2010 -- 1,659,382) partly paid-up Class-I equity shares to Tikona Trust. As at March 31, 2011, the Company has not called for the securities premium on these shares

(b) 14,040 (March 31, 2010 -- 14,040) partly paid-up Class-I equity shares to a consultant. As at March 31, 2011, the Company has not called for the securities premium on these shares

(c) 400 (March 31, 2010 -- 400) fully paid-up equity shares to the external investors (Series A). As at March 31, 2011, the securities premium has been fully called for and paid up; and

(d) 200 (March 31, 2010 -- 200) fully paid-up equity shares to the promoters (Series B). As at March 31, 2011, the securities premium has been fully called and paid up

(e) 413,775 (March 31, 2010 -- Nil) partly paid-up Class-II equity shares to Tikona Trust. As at March 31, 2011, the Company has not called for the securities premium on these shares

(f) 300 (March 31, 2010 -- Nil) fully paid-up equity shares to the external investors (Series C). As at March 31, 2011, the securities premium has been fully called and paid up

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		20.981	16.840	13.319
2] Share Application Money		0.000	0.000	0.000
3] Reserves & Surplus		1.443	0.594	0.594
4] (Accumulated Losses)		(2641.250)	(923.199)	(69.156)
NETWORTH		(2618.826)	(905.765)	(55.243)
LOAN FUNDS
1] Secured Loans		5204.176	0.000	0.000
2] Unsecured Loans		12217.417	4736.766	1319.821
TOTAL BORROWING		17421.593	4736.766	1319.821
DEFERRED TAX LIABILITIES		0.000	0.000	0.000
TOTAL		14802.767	3831.001	1264.578
APPLICATION OF FUNDS
FIXED ASSETS [Net Block]		2041.167	1303.996	269.197
Capital work-in-progress		455.642	395.194	460.830
INVESTMENT		0.000	0.000	0.000
DEFERREX TAX ASSETS		11207.585	1.792	0.000
CURRENT ASSETS, LOANS & ADVANCES
	Inventories	0.000	0.000	0.000
	Sundry Debtors	91.422	31.568	1.302
	Cash & Bank Balances	905.727	2173.723	532.865
	Other Current Assets	34.117	2.071	0.343
	Loans & Advances	609.256	422.279	88.590
Total Current Assets		1640.522	2629.641	623.100
Less : CURRENT LIABILITIES & PROVISIONS
	Sundry Creditors	74.061	295.887	57.649
	Other Current Liabilities	436.906	192.738	27.552
	Provisions	31.182	10.997	3.348
Total Current Liabilities		542.149	499.622	88.549
Net Current Assets		1098.376	2130.019	534.551
MISCELLANEOUS EXPENSES		0.000	0.000	0.000
TOTAL		14802.767	3831.001	1264.578

PROFIT & LOSS ACCOUNT

	PARTICULARS		31.03.2011	31.03.2010	31.03.2009
	SALES
		Income	805.368	96.765	0.295
		Other Income	117.194	76.601	25.423
		TOTAL (A)	922.562	173.366	25.718
Less	EXPENSES
		Office Expenses	2258.878	897.189	85.759
		Administrative Expenses
		Advertising Expenses
		TOTAL (B)	2258.878	897.189	85.759
Less	PROFIT/(LOSS) BEFORE INTEREST, TAX, DEPRECIATION AND AMORTISATION (A-B) (C)		(1307.274)	(723.823)	(60.041)
Less	FINANCIAL EXPENSES (D)		14.521	3.027	0.297
	PROFIT/(LOSS) BEFORE TAX, DEPRECIATION AND AMORTISATION (C-D) (E)		(1321.795)	(726.850)	(60.338)
Less/ Add	DEPRECIATION/ AMORTISATION (F)		396.256	127.193	8.346
	PROFIT/(LOSS) BEFORE TAX (E-F) (G)		(1718.051)	(854.043)	(68.684)
Less	TAX (H)		0.000	0.000	0.472
	PROFIT/(LOSS) AFTER TAX (G-H) (I)		(1718.051)	(854.043)	(69.156)
Add	PREVIOUS YEARS’ BALANCE BROUGHT FORWARD		(923.199)	(69.156)	0.000
	BALANCE CARRIED TO THE B/S		(2641.249)	(923.199)	(69.156)
	IMPORTS
		Import of Capital Equipment	538.337	605.371	NA
	TOTAL IMPORTS		538.337	605.371	NA
	Earnings/loss Per Share (Rs.)		(818.86)	(602.93)	(32.96)

KEY RATIOS

PARTICULARS		31.03.2011	31.03.2010	31.03.2009
PAT / Total Income	(%)	(196.95)	(492.62)	(268.90)
Net Profit Margin (PBT/Sales)	(%)	(213.32)	(882.59)	(23282.71)
Return on Total Assets (PBT/Total Assets}	(%)	(46.66)	(20.17)	(7.70)
Return on Investment (ROI) (PBT/Networth)		0.66	0.94	1.24
Debt Equity Ratio (Total Liability/Networth)		(6.86)	(5.78)	(25.49)
Current Ratio (Current Asset/Current Liability)		3.03	5.78	7.04

LOCAL AGENCY FURTHER INFORMATION

DETAILS OF SUNDRY CREDITORS

Rs. in Millions

Particulars	31.03.2011	31.03.2010	31.03.2009
Sundry Creditors
Dues to Micro and Small Enterprises	2.442	0.000	0.000
Dues to creditors, other than Micro Enterprises and Small Enterprises	71.619	295.887	57.649
TOTAL	74.061	295.887	57.649

BACKGROUND

NATURE OF BUSINESS:

Subject was incorporated as a private limited company in India on May 29, 2008. TDN has obtained an all-India Class-A ISP (Internet Service Provider) license granted by the Ministry of Communications, Government of India. The Company started its operations during April 2009.

Subject is engaged in the business of providing wireless internet services, thereby building the next generation wireless broadband services for home and enterprise customers in India. TDN would also be building a comprehensive services framework to deliver voice, video, IT applications and multimedia content services over any broadband or IP-centric network. Such a framework can be outsourced by service providers globally, who desire to offer next generation services to their customers.

During the year, the Company has won licenses in 5 of the 22 circles in the Broadband Wireless Access (BWA) spectrum auction conducted by the Ministry of Communications, Government of India through a combined bid of Rs10.582 millions.

ACQUISITION OF HCL INFINET LIMITED

During the year the company has entered into a share purchase agreement with HCL Info systems Limited to acquire its wholly owned subsidiary, HCL Infinet Limited. The company is in the process of obtaining requisite regulatory approvals. The transaction will be consummated after the necessary approvals.

PROJECT FINANCING / FUNDING UPDATE

As at March 31, 2011, the Company has incurred loss of Rs1718.051 millions (March 31, 2010 – Rs.854.053) and has accumulated losses of Rs 2641.250 millions (March 31, 2010 – Rs.923.199 millions). The Company has net current assets of Rs.1098.373 millions (March 31, 2010 – Rs.2130.190 millions) and net worth of the Company (considering compulsorily convertible debentures) is eroded by 22% (March 31, 2010 – 19%). The Company is confident of arranging necessary funds through equity / borrowing / vendor financing as per the ongoing project requirements.

BUSINESS OPERATIONS

FINANCIAL PERFORMANCE

During the year, the Company has earned total income of Rs.922.560 millions (amt in ’000) against Rs.173.366 millions in the previous year.

SERVICES

During the year, the Company was successful in expanding the operations to over 38 cities. With 42,000 Access Points, Company is now largest outdoor wi-fi network provider in the world.

There has been significant improvement in revenue and cash collections over the previous year. The active customer base increased from 70,283 to 216,351, during the year with an improvement in customer satisfaction measure as well. The Company has also succeeded to achieve wire-line equivalent consistent quality, speed and capacity.

During the year, the Company signed an alliance agreement with Aircel Limited – a national level 2G/3G cellular operator for upgrading its 2G and offloading its 3G data to the Company’s wi-fi network.

FUTURE PROSPECTS AND PROJECTS

The Company proposes to purchase entire shareholding of HCL Infinet Limited and has entered into a Share Purchase Agreement with the shareholders of HCL Infinet Limited for this purpose. HCL Infinet is the Networking Services arm of a HCL Infosystems Limited, a leading IT company and provides a complete range of network solutions. The company started its ISP/NLD operations in the year 2000. It has an all India license to operate as an Internet Service Provider (ISP), NLD (VPN), ITSP and Call Centre (OSP) Services Provider. HCL Infinet offers Managed Network Services to enterprises across the country. It operates through a Pan India POP footprint with direct presence in 300+ locations expanding to 850+ locations. With over 400 enterprise customers and presence in BFSI and Aviation segments, the company has a proven record of offering robust network connectivity solutions for critical applications like banking, reservation and ticketing. This will strengthen the Company’s foray into enterprise business.

CONTINGENT LIABILITY

Rs. in Millions

Particulars	31.03.2011	31.03.2010
Claims against the Company not acknowledged as debts	0.797	0.000
Bank Guarantees	28.450	1741.915
TOTAL	27.247	1741.915

FORM 8

Corporate identity number of the company	U72900MH2008PTC182808
Name of the company	TIKONA DIGITAL NETWORKS PRIVATE LIMITED
Address of the registered office or of the principal place of business in India of the company	Corpora, Office 3A,3^rd Floor, LBS Maeg, Bhandup(w), Mumbai-400078,Maharashtra. Email : compliance@tikona.in
This form is for	Creation of charge
Type of charge	Immovable Property Book debts Movable Property (not being pledge) Other
Particular of charge holder	Punjab National Bank, Maker Tower, E’ Ground Floor, Cuffe Parade, Mumbai – 400005, Maharashtra, India Email : pnblcbmumbai@mtnl.net.in
Nature of instrument creating charge	Composite deed of mortgage cum charge dated 17th June, 2010
Date of instrument Creating the charge	17.06.2010
Amount secured by the charge	Rs.6000.000 Millions
Brief of the principal terms an conditions and extent and operation of the charge	Rate of Interest: 12% p.a Terms of Repayment: 8 Years term. Implementation period 18 months, Moratorium period 15 months and Repayment term 5 Years. The company shall repay the entire Term Loan in 60 unequal or equal monthly installments beginning from April, 2013 after a implementation cum moratorium period till March, 2013. Margin: -- Extent and operation of charge: First pari passu charge in favour of Punjab National Bank as Security Trustee.
Short particulars of the property or asset(s) charged (including complete address and location of the property)	Borrowers' all present and future immovable assets presently comprising Shop No.4, Janaki CHS, Stn Rd,Thakurli, and movable assets equipments and machinery, machinery spares, tools and accessories All the right, interest and title, benefits, claims and demands of whatsoever nature of the Borrower on the Licence acquired by the Borrower for Internet Service Provider (ISP). All the right, interest title, benefits, claims and demands of whatsoever nature of the Borrower in the Project Documents and assignment of Spectrum licenses allotted/to be allotted by DoT All the right, title, interest benefits, claims and demands of whatsoever nature of the Borrower under the permits, approvals and clearances pertaining to the Project. All the right, title, interest, benefits, claims and demands of whatsoever nature of the Borrower under the Letter of Credit, Guarantee, performance bond, corporate/Bank Guarantees All Insurance Contracts/Insurance Proceeds All the bank accounts, DSRA Account, Trust and Retention Account to be maintained with the Security Trustee and ICICI Account No.623805028878 of the Borrower

FIXED ASSETS

Lease hold Improvements

Computers Hardware

Computers Software

Plant and Machinery

Office Equipments

Furniture’s

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.50.24
UK Pound	1	Rs.78.13
Euro	1	Rs.64.79

SCORE & RATING EXPLANATIONS

SCORE FACTORS	RANGE	POINTS
HISTORY	1~10	3
PAID-UP CAPITAL	1~10	3
OPERATING SCALE	1~10	3
FINANCIAL CONDITION
--BUSINESS SCALE	1~10	3
--PROFITABILIRY	1~10	--
--LIQUIDITY	1~10	2
--LEVERAGE	1~10	2
--RESERVES	1~10	--
--CREDIT LINES	1~10	1
--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	NO
--LISTED	YES/NO	NO
--OTHER MERIT FACTORS	YES/NO	YES
TOTAL		17

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.