MIRA INFORM REPORT

Report Date :

02.06.2012

IDENTIFICATION DETAILS

Name :	ELECTRACARD SERVICES PRIVATE LIMITED
Formerly Known As :	PORTECO PRIVATE LIMITED
Registered Office :	1^st Floor, Building No.4, Commerzone, Samrat Ashok Path, Yerwada, Pune – 411006, Maharashtra
Country :	India
Financials (as on) :	31.03.2011
Date of Incorporation :	10.03.2000
Com. Reg. No.:	25-014585
Capital Investment / Paid-up Capital :	Rs.11.057 Millions
CIN No.: [Company Identification No.]	U72200PN2000PTC014585
TAN No.: [Tax Deduction & Collection Account No.]	PNEE01741F
PAN No.: [Permanent Account No.]	AABCE4413D
Legal Form :	Private Limited Liability Company
Line of Business :	Providing Software Services.
No. of Employees :	Not Available

RATING & COMMENTS

MIRA’s Rating :

Ca (13)

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. 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.

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 :	1^st Floor, Building No.4, Commerzone, Samrat Ashok Path, Yerwada, Pune – 411006, Maharashtra, India
Tel. No.:	91-20-66272100/ 30925100
Fax No.:	91-20-30925399
E-Mail :	sakharam.kumbhar@opussoft.com marketing@electracard.com arjit_sarker@mastercard.com
Website :	http://www.electracard.com
Branch Office :	Located at: · Mumbai · Chennai
Overseas Office :	Located at: · America · Middle East and Africa · Asean

DIRECTORS

(AS ON 26.09.2011)

Name :

Mr. Madhusudan Nagarur Gopinath

Designation :

Whole-time Director

Address :

C-62, Sunder Apartment, Opposite Diamond, Sion Trombay Road, Mumbai – 400071, Maharashtra, India

Date of Birth/Age :

17.07.1959

Date of Appointment :

23.08.2008

DIN No.:

00028272

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	U72200MH1997PTC107600	OPUS SOFTWARE SOLUTIONS PRIVATE LIMITED	Director	28/04/1997	28/04/1997	Active	NO
2	U72200PN2000PTC014585	ELECTRACARD SERVICES PRIVATE LIMITED	Whole-time director	21/07/2010	23/08/2008	Active	NO

Name :

Mr. Ramesh Laxman Mengawade

Designation :

Managing Director

Address :

Bungalow – 12, Kapil Malhar Baner, Pune – 411007, Maharashtra, India

Date of Birth/Age :

25.03.1961

Date of Appointment :

10.03.2000

DIN No.:

00028319

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	U72200MH1997PTC107600	OPUS SOFTWARE SOLUTIONS PRIVATE LIMITED	Managing director	28/04/1997	28/04/1997	-	Active	NO
2	U72100TN2000PTC044248	SHEBZ DOT COM PRIVATE LIMITED	Director	25/02/2000	25/02/2000	17/03/2010	Active	NO
3	U72200PN2000PTC014585	ELECTRACARD SERVICES PRIVATE LIMITED	Managing director	27/08/2010	10/3/2000	-	Active	NO
4	U72200PN2012PTC141843	ELECTRANET PAYMENTS PRIVATE LIMITED	Director	4/1/2012	4/1/2012	-	Active	NO

Name :

Mr. Prashant Laxman Mengawade

Designation :

Whole-time Director

Address :

C-104, Mantri Kinara, Bhau Patil Road, Bopodi, Pune – 411003, Maharashtra, India

Date of Birth/Age :

04.01.1973

Date of Appointment :

23.08.2008

DIN No.:

01843314

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	U72200MH1997PTC107600	OPUS SOFTWARE SOLUTIONS PRIVATE LIMITED	Whole-time director	28/09/2007	2/10/2006	Active	NO
2	U72200PN2000PTC014585	ELECTRACARD SERVICES PRIVATE LIMITED	Whole-time director	21/07/2010	23/08/2008	Active	NO

Name :

Mr. Arijit Ranjan Sarker

Designation :

Director

Address :

E-18B, Windsor Court, Phase 4, Gurgaon – 122002, Haryana, India

Date of Birth/Age :

01.04.1971

Date of Appointment :

29.03.2012

DIN No.:

00249732

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	U72900DL2003PTC120833	ANALEC INFOTECH PRIVATE LIMITED	Director	10/6/2003	10/6/2003	-	Active	NO
2	U74899DL1993ULL055761	GE CAPITAL SERVICES INDIA	Whole-time director	1/9/2008	1/9/2008	9/10/2009	Active	NO
3	U72200PN2000PTC014585	ELECTRACARD SERVICES PRIVATE LIMITED	Additional director	29/03/2012	29/03/2012	-	Active	NO

MAJOR SHAREHOLDERS / SHAREHOLDING PATTERN

(AS ON 21.09.2011)

Names of Shareholders	No. of Shares
Mastercard Asia Pacific Pte Limited, Singapore	150157
Opus Software Solutions Private Limited, India	955548
Total	1105705

(AS ON 30.09.2011)

Equity Shares Break – up

Category	Percentage
Foreign holdings [Foreign institutional investors, Foreign Companies, Foreign Financial Institutions, Non-resident Indian or Overseas corporate bodies or others]	13.58
Bodies corporate	86.42
Total	100.00

BUSINESS DETAILS

Line of Business :

Providing Software Services.

Products :

Products Description	Item Code No.
Software Services	8524

GENERAL INFORMATION

Customers :

Asia – Pacific

· Corporation Bank, MLR

· Dena Bank, Mumbai

· Catholic Syrian Bank, Cochin

· Central Bank of India, Mumbai

· Allahabad Bank, Kolkata

· IDBI Bank, Mumbai

· United Western Bank, Pune

· Icici Bank, Mumbai

· RBI/IDRBT, Hyderabad

· Cosmos Bank, Pune

· Dhanalakshi Bank, Thrissur

· Deutsche Bank, Mumbai

· Bank of Baroda, Mumbai

· Bank of Rajasthan, Mumbai

· Laxmi Bank, Nepal

· Nepal Invesment Bank, Nepal

· Global Bank, Nepal

EMEA

· CFC Bank, Kenya

· HFCU, Uganda

· Prime Bank, Kenya

· Imperial Bank, Kenya

· Southern Credit Banking Corporation, Kenya

· First Merchant Bank, Malawi

· Bank Melli Iran, UAE

· Equity Bank, Nairobi

· Orient Bank, Uganda

· Crane Bank, Uganda

· Bank Sadarat Iran, Qatar

· Invest Bank, UAE

· I and M, Kenya

· Ecobank, Ghana

· Mtranzact Kenya

· Union Bank, Nigeria

NORTH AMERICA

· Transend, Mason, OHIO

· Debitran, Atlanta

· Forex, Atlanta

No. of Employees :

Not Available

Bankers :

· Axis Bank Limited

1262-B, Sterling Plaza, Jangli Maharaj Road, Deccan Gymkhana, Pune – 411004, Maharashtra, India

· Corporation Bank

Industrial Finance Branch, 14, Pune Mumbai Road, Wakdeadi, Pune – 411003,

Maharashtra, India

Facilities :

Secured Loans	31.03.2011	31.03.2010
	(Rs. In Millions)
Cash Credit Facility from corporation Bank (Secured against a] Hypothecation/ Book debts of the company b] Exclusive first charge over entire movable fixed assets of the company and corporate guarantee and second charge as collateral security on Immovable property of the parent company)	43.840	0.000
Others – Loan From Reliance Capital Limited (Secured against 100 Computer Equipments)	0.000	5.000
Total	43.840	5.000

Banking Relations :	--
Auditors :
Name :	BBSR and Company Chartered Accountant
Address :	703, 7^th floor, Godrej Castlemaine, Next to Ruby Hall Clinic, Bund Garden Road, Pune – 411001, Maharashtra, India
PAN No.:	AAKFB4397F
Holding Company :	Opus Software Solutions Private Limited, India U72200MH1997PTC107600
Subsidiaries :	ElectraCard Service Inc.

CAPITAL STRUCTURE

(AS ON 21.09.2011)

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
1105705	Equity Shares	Rs.10/- each	Rs.11.057 Millions

NOTE:

955548 (2010: 85,757 Shares) equity shares are held by Opus software solutions Private Limited, the Holding Company

Out of the above 75,757 (2010: 75,757) share were issued for consideration other than cash pursuant to a business transfer for agreement entered on 22^nd September, 2008.

Further out of the above 868,680 (2010: Nil) share are allotted as fully paid up by the way of Bonus shares during the year.

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		11.057	0.869	0.869
2] Share Application Money		0.000	0.000	0.000
3] Reserves & Surplus		455.082	101.485	15.773
4] (Accumulated Losses)		(143.920)	(41.315)	0.000
NETWORTH		322.219	61.039	16.642
LOAN FUNDS
1] Secured Loans		43.840	5.000	0.000
2] Unsecured Loans		0.000	0.000	60.509
TOTAL BORROWING		43.840	5.000	60.509
DEFERRED TAX LIABILITIES		0.000	0.000	0.000
Stock Option Outstanding account		61.366	0.000	0.000
TOTAL		427.425	66.039	77.151
APPLICATION OF FUNDS
FIXED ASSETS [Net Block]		42.305	37.882	26.105
Capital work-in-progress		0.000	10.929	0.000
INVESTMENT		1.153	0.000	0.000
DEFERREX TAX ASSETS		4.864	0.000	0.000
CURRENT ASSETS, LOANS & ADVANCES
	Inventories	0.000	0.000	0.000
	Sundry Debtors	143.948	67.901	82.452
	Cash & Bank Balances	188.362	6.910	3.886
	Other Current Assets	107.230	13.033	25.928
	Loans & Advances	59.873	26.619	0.583
Total Current Assets		499.413	114.463	112.849
Less : CURRENT LIABILITIES & PROVISIONS
	Sundry Creditor	76.512	31.081	17.546
	Other Current Liabilities	31.190	63.866	19.581
	Provisions	12.608	2.303	24.694
Total Current Liabilities		120.310	97.250	61.821
Net Current Assets		379.103	17.213	51.028
MISCELLANEOUS EXPENSES		0.000	0.015	0.018
TOTAL		427.425	66.039	77.151

PROFIT & LOSS ACCOUNT

	PARTICULARS		31.03.2011	31.03.2010	31.03.2009
	SALES
		Income	544.220	414.857	266.133
		Other Income	9.043	3.999
		TOTAL (A)	553.263	418.856	266.133
Less	EXPENSES
		TOTAL (B)	631.699	345.721	215.038
Less	PROFIT BEFORE INTEREST, TAX, DEPRECIATION AND AMORTISATION (A-B) (C)		(78.436)	73.135	51.095
Less	FINANCIAL EXPENSES (D)		4.766	6.619	0.049
	PROFIT BEFORE TAX, DEPRECIATION AND AMORTISATION (C-D) (E)		(83.202)	66.516	51.046
Less/ Add	DEPRECIATION/ AMORTISATION (F)		23.709	13.591	8.669
	PROFIT BEFORE TAX (E-F) (G)		(106.911)	52.925	42.377
Less	TAX (H)		(4.306)	8.528	5.380
	PROFIT AFTER TAX (G-H) (I)		(102.605)	44.397	36.997
Add	PREVIOUS YEARS’ BALANCE BROUGHT FORWARD		(41.315)	(85.712)	(122.709)
	BALANCE CARRIED TO THE B/S		(143.920)	(41.315)	(85.712)
	EARNINGS IN FOREIGN CURRENCY		262.376	82.646
	Earnings Per Share (Rs.)		(98.20)	46.46	--

KEY RATIOS

PARTICULARS		31.03.2011	31.03.2010	31.03.2009
PAT / Total Income	(%)	(18.55)	10.60	13.90
Net Profit Margin (PBT/Sales)	(%)	(19.64)	12.76	NA
Return on Total Assets (PBT/Total Assets}	(%)	19.74	34.74	30.50
Return on Investment (ROI) (PBT/Networth)		(0.33)	0.87	2.55
Debt Equity Ratio (Total Liability/Networth)		0.51	1.68	7.35
Current Ratio (Current Asset/Current Liability)		4.15	1.18	1.83

LOCAL AGENCY FURTHER INFORMATION

Check list by info Agents	Available in Report (Yes/ No)
Year of Establishment	Yes
Locality of the Firm	Yes
Constitution of the Firm	Yes
Premises details	No
Type of Business	Yes
Line of Business	Yes
Promoter’s Background	Yes
No. of Employees	No
Name of Person Contacted	No
Designation of Contact person	No
Turnover of Firm for last three years	Yes
Profitability for last three years	Yes
Reasons for variation <> 20%	-----
Estimation for coming financial year	No
Capital in the business	Yes
Details of sister concerns	Yes
Major Suppliers	No
Major Customers	Yes
Payments Terms	No
Export/ Imports Details (If applicable)	No
Market Information	-----
Litigations that the firm/ Promoters Involved in	-----
Banking details	Yes
Banking Facility Details	Yes
Conduct of the Banking Account	-----
Buyer visit details	-----
Financials, if provided	Yes
Incorporation details is applicable	Yes
Last Accounts filed at ROC	Yes
Major Shareholders, if available	Yes

NOTE:

The Registered Offices of the company has been shifted from 201/202 Mayfair Towers, A Wing, II Floor, Pune – 411005, Maharashtra, India, to the present address w.e.f. 14.08.2008.

BACKGROUND

The company was incorporated on 10^th March 2000 and started its operations of processing from June 2006. The company is a subsidiary of the Opus Software Solutions Private Limited (Opus) and was established with the objective to aggregate the business of software products from other software business of Opus. The company has required “product Business” from Opus Via a business transfer agreement dated 22^nd September, 2008.

The company provides third party processing services and solutions for credit, debit and prepaid card, EFT switching nand Internet Payment gateway solutions to Banks. The company has suite of produces with an IPR under the name of ‘electra’. The company gives its customers the choice and flexibility to either the electra products suite or benefit through an end-to-end hosted solutions.

FORM 8:

This form is for	Modification of charge
Charge identification number of the modified	10232723
Corporate identity number of the company	U72200PN2000PTC014585
Name of the company	ElectraCard Services Private Limited
Address of the registered office or of the principal place of business in India of the company	1st Floor, Building No.4, Commerzone Samrat Ashok Path, Yerwada, Pune – 411006, Maharashtra, India sakharam.kumbhar@opussoft.com
Type of charge	Book Debts Movable Property
Particular of charge holder	Corporation Bank Industrial Finance Branch, 14, Pune Mumbai Road, Wakdeadi, Pune – 411003, Maharashtra, India cb502@corpbank.co.in
Nature of description of the instrument creating or modifying the charge	First Supplemental Common Deed of Hypothecation of Movables/ Assets/ Debts.
Date of instrument Creating the charge	30/12/2011
Amount secured by the charge	Rs.80.000 Millions
Brief particulars of the principal terms and conditions and extent and operation of the charge	Rate of Interest CC 15.25% p.a. (Base Rate + 4.60%) Bank Guarantee: As per Bank's Prescribed Rate. Terms of Repayment Running account repayable on demand subject to Annual renewal. Margin CC: Book Debts - 30%. Bank guarantee - Cash Margin 10% Extent and Operation of the charge a) Hypothecation / first charge on Book Debts of the company b) Exclusive first charge over entire movable fixed assets of the company (Present and Future) viz. computer Systems office equipment, accessories, furniture and fixtures, electrical and networking installations, software etc. and such other movable fixed assets of the company excluding vehicles and other movable fixed assets, which are financed by Reliance Capital to the Company. Others The credit facilities of Rs 80.000 Millions in form of Cash Credit with sub-limit facility of BG Rs.10.000 Millions Ref Bank's credit sanction letter reference no PZ/ADV/JP/GM/163/2011-12 dated 24-12-2011. Opus Software Solutions Private Limited given Corporate Guarantee of the company and continuous security by Second charge on immovable fixed assets (collateral securities) to secure above limits.
Short particulars of the property charged	a) Hypothecation / first charge on Book Debts of the company b) Exclusive first charge over entire movable fixed assets of the company (Present and Future) viz. computer Systems office equipment, accessories, furniture and fixtures, electrical and networking installations, software etc. and such other movable fixed assets of the company excluding vehicles and other movable fixed assets, which are financed by Reliance Capital to the Company.
Date of latest modification prior to the present modification	19/07/2010
Particulars of the present modification	By present modification, the Credit facilities have been renewed/revised/enhanced from Rs.50.000 Millions to Rs.80.000 Millions [including Sub - Limit for Bank Guarantee of Rs.10.000 Millions] against continuing Hypothecation / first charge on Book Debts, entire movable fixed assets of the company (Present and Future) computer Systems, office equipment, other movable fixed assets excluding Vehicles and those which are financed by Reliance Capital to the Company [description of hypothecated movables].

WEBSITE DETAILS:

OVERVIEW

Subject offers solutions that transcend the typical ‘one size fits all’ third party processing offerings which pervade the market today.

They provide solutions across the Acquiring, Issuing and Risk management domain that are highly scalable and customizable to suit rapidly changing business and technology environments.

Company utilizes proven technology and a low cost business model to gain competitive advantage over traditional companies working in this domain.

The multi-currency and multi-lingual platform, together with their innovative business model, supports the needs of multi-national organizations worldwide.

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.55.92
UK Pound	1	Rs.86.03
Euro	1	Rs.69.13

INFORMATION DETAILS

Report Prepared by :

NIT

SCORE & RATING EXPLANATIONS

SCORE FACTORS	RANGE	POINTS
HISTORY	1~10	2
PAID-UP CAPITAL	1~10	2
OPERATING SCALE	1~10	2
FINANCIAL CONDITION
--BUSINESS SCALE	1~10	2
--PROFITABILIRY	1~10	1
--LIQUIDITY	1~10	1
--LEVERAGE	1~10	1
--RESERVES	1~10	1
--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	YES
--LISTED	YES/NO	NO
--OTHER MERIT FACTORS	YES/NO	YES
TOTAL		13

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.