MIRA INFORM REPORT

Report Date :

15.06.2012

IDENTIFICATION DETAILS

Name :	MIEL E-SECURITY PRIVATE LIMITED
Formerly Known As :	MUKUND INSITE E-SECURITY PRIVATE LIMITED
Registered Office :	AML Centre 1, 4^th Floor, 8 Mahal Industrial Estate, Off Mahakali Caves Road, Andheri East, Mumbai-400093, Maharashtra
Country :	India
Financials (as on) :	31.03.2011
Date of Incorporation :	30.06.1999
Com. Reg. No.:	11-120597
Capital Investment / Paid-up Capital :	Rs.130.089 Millions
CIN No.: [Company Identification No.]	U74920MH1999PTC120597
Legal Form :	Private Limited Liability Company.
Line of Business :	Providing Information Security Consulting Services.
No. of Employees :	50 (Approximately)

RATING & COMMENTS

MIRA’s Rating :

B (28)

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

Maximum Credit Limit :	USD 522764
Status :	Moderate but correct
Payment Behaviour :	Slow
Litigation :	Clear
Comments :	Subject is an established company having moderate track. There appears some accumulated losses recorded by the company. However, trade relations are reported as fair. Business is active. Payments are reported to be slow but correct. The company can be considered for business dealings with some caution.

NOTES :

Any query related to this report can be made on e-mail : infodept@mirainform.com while quoting report number, name and date.

INFORMATION DENIED BY

Management Non Co-Operative (Name not Disclose)

LOCATIONS

Registered Office :	AML Centre 1, 4^th Floor, 8 Mahal Industrial Estate, Off Mahakali Caves Road, Andheri East, Mumbai-400093, Maharashtra, India
Tel. No.:	91-22-30096969/ 26878063/ 70/ 71
Mobile No.:	91-9821339782 (Mr. M N Kutty Nair)
Fax No.:	91-22-26878062
E-Mail :	feelsecure@midesecurity.com marketing@mielessecurity.com hiyer@mielesecurity.com
Website :	http://www.miel.in
Area :	Approximately 5000 sq.ft
Location:	Owned
Branch Office 1:	214, B Wing, Parmar Chambers, Station Road, Pune-411001, Maharashtra, India
Tel. No.:	91-20-26050668/ 69/ 70
Branch Office 2 :	202, Advit Complex, Near Sandesh Press, Bodkadev, Vastapur, Ahmedabad-380054, India
Tel. No.:	91-22-30096969/ 26878063/ 70/ 71
Fax No.:	91-22-26878062
Branch 3:	Kamothejain Park, Shop No. 20, Navi Mumbai-410208, Maharashtra, India

DIRECTORS

AS ON 30.09.2011

Name :	Mr. Virendra Laxmichand Mehta
Designation :	Director
Address :	504, Nalanda J.P. Road, Andheri (West), Mumbai-400053, Maharashtra, India
Date of Birth/Age :	14.06.1950
Date of Appointment :	12.08.1999
Name :	Mr. Meempat Naryanan Kutty Nair
Designation :	Chairman cum Managing Director
Address :	A 184/185, Park Plaza, New Yari Road, Versova, Andheri (West), Mumbai-400061, Maharashtra, India
Date of Birth/Age :	16.02.1943
Qualification :	B.E. (Mechanical)
Experience :	41 Years
Date of Appointment :	05.08.1999
Name :	Mr. Avinash W Kadam
Designation :	Director
Address :	706, Adarsh B Spring Mills Compound, Naigaon Dadar, Mumbai-400014, Maharashtra, India
Date of Birth/Age :	01.01.1946
Qualification :	B.E.
Experience :	33 Years
Date of Appointment :	17.12.2002
Name :	Mr. Sanjuay Babulal Bhutada
Designation :	Director
Address :	C 6 Gautam Towers, Gokhale Road, Naupada, Thane-400602, Maharashtra, India
Date of Birth/Age :	24.10.1967
Qualification :	CA. CWA
Experience :	18 Years
Date of Appointment :	17.12.2002
Name :	Mr. Anuj C Gupta
Designation :	Director
Address :	202, Siddhesh, Plot No. 14, Shere Punjab Society, Off Mahakali Caves Road, Andheri (East), Mumbai-400093, Maharashtra, India
Date of Birth/Age :	28.06.1978
Qualification :	MBA
Experience :	8 Years
Date of Appointment :	28.09.2006
Name :	Mr. Rajesh Virendra Shah
Designation :	Director
Address :	7, Janaki Kutir, Prithvi Theatre, Off Juhu Tara Road, Juhu, Mumbai-400049, Maharashtra, India
Date of Birth/Age :	21.10.1951
Date of Appointment :	05.08.1999

MAJOR SHAREHOLDERS / SHAREHOLDING PATTERN

AS ON 30.09.2011

Names of Shareholders	No. of Shares	% Holding
M N Kutty Nair	5502425	42.30%
Bhutada B Sanjay/ Mohini B Bhutada	44834	0.34%
Bhutada B Sanjay	814580	6.26%
Shah Virendrakumar Rajesh	403284	3.10%
Santosh Industries Limited	1209852	9.30%
MKJ Enterprises Limited	1209852	9.30%
U and FS Trust Company Limited	1701787	13.08%
Anuj Gupta	1454000	11.18%
Housing Development Finance Corporation Limited	111112	0.85%
Insite Ventures India Private Limited	17100	0.13%
Kanukollu Chandra Mohan	1250	0.01%
Vijaya Rathi	1829	0.01%
Bhutada Shilpa	1829	0.01%
Chandak Rahul	1829	0.01%
Bhutada Mohini	1829	0.01%
Mehta Virendra / Gita Mehta	287500	2.21%
Mehta Gita	2500	0.02%
V I Mehta	181520	1.40%
Avinash Kadam	20000	0.15%
Employees	40000	0.31%
Total	13008912	100.00%

Equity Share Breakup (Percentage of Total Equity)

AS ON 30.09.2011

Category	Percentage
Public Financial Companies	0.85
Bodies corporate	31.81
Directors or relatives of Directors	67.03
Other top fifty shareholders	0.31
Total	100.00

BUSINESS DETAILS

Line of Business :	Providing Information Security Consulting Services.
Imports :
Products :	Appliance Unit
Countries :	US
Terms :
Selling :	Cash and Credit ( 30-60-90 Days)
Purchasing :	L/C, Cash and Credit ( 30-60-90 Days)

GENERAL INFORMATION

Customers :	End Users and OEM’s
No. of Employees :	50 (Approximately)
Bankers :	· The Lakshmi Vilas Bank Limited, Bharat House, 104, Mumbai Samachar Marg, Fort, Mumbai - 400001, Maharashtra, India · ING Vysya Bank Limited, 103/104 A- Wing I Floor Floral Deck Plaza, Midc Central Road Andheri (E), Mumbai - 400093, Maharashtra, India

Banking Relations :

SECURED LOAN	Rs. In Millions 31.03.2011	Rs. In Millions 31.03.2010
Loans taken for vehicles secured	0.644	0.786
Loans taken for other fixed assets secured	95.000	79.968
TOTAL	95.644	80.754

Footnotes

(A) Secured by way of hypothecation of car.

(B) Secured by way of Hypothecation of Present and future assets,both current and fixed,of the company, pledge of shares held by directors-Anuj Gupta, Sanjay Bhutada and M N Kutty Nair, FIrst Pari Passu Charge on Patented Technology under development(Helios),Exclusive charge on the property offered by the director.

UNSECURED LOAN	Rs. In Millions 31.03.2011	Rs. In Millions 31.03.2010
Rupee term loans banks unsecured	5.271	0.540
Rupee term loans others unsecured	2.236	1.385
TOTAL	7.507	1.925

Footnotes

(A) Above unsecured loans are personally guaranteed by directors.

Financial Institute:

SICOM Investments and Finance Limited, C/O SICOM Limited, 1^st Floor, Nirmal Building, Nariman Point, Mumbai-400021, Maharashtra, India

Auditors :

Name :

Sudit K Parekh and company

Chartered Accountant

Address :

Ballard House, 2^nd Floor, ADI Marzaban Path, Ballard Pier, Fort, Mumbai-400001, Maharashtra, India

Tel. No.:

91-22-66178000

Fax No.:

91-22-66178002

E-Mail :

admin@skparekh.com

Party where control exists:

MIEL e-Security (Europe) Limited

CAPITAL STRUCTURE

AS ON 30.09.2011

Authorised Capital :

No. of Shares	Type	Value	Amount
15000000	Equity Shares	Rs. 10/- each	Rs.150.000 Millions

Issued, Subscribed & Paid-up Capital :

No. of Shares	Type	Value	Amount
13008912	Equity Shares	Rs. 10/.- each	Rs.130.089 Millions

AS ON 31.03.2011

Authorised Capital :

No. of Shares	Type	Value	Amount
15000000	Equity Shares	Rs. 10/- each	Rs.150.000 Millions

Issued, Subscribed & Paid-up Capital :

No. of Shares	Type	Value	Amount
13008912	Equity Shares	Rs. 10/- each	Rs.130.089 Millions

Footnotes:

(A) 1) Of the above 20,03,340 equity shares are issued as sweat equity shares for consideration other than cash. 2) Of the above 11,27,080 equity shares of Rs.10 each are alloted as fully paid up bonus equity shares by utilisation of Rs.112,70,800 from balance of security premium account forming part of reserves and surplus.

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		130.089	130.089	96.908
2] Share Application Money		0.00	0.000	18.300
3] Reserves & Surplus		17.919	17.919	26.648
4] (Accumulated Losses)		(17.317)	(30.658)	(42.152)
NETWORTH		130.691	117.350	99.704
LOAN FUNDS
1] Secured Loans		95.644	80.754	35.000
2] Unsecured Loans		7.507	1.925	0.000
TOTAL BORROWING		103.151	82.679	35.000
DEFERRED TAX LIABILITIES		0.000	0.000	0.000
TOTAL		233.842	200.029	134.704
APPLICATION OF FUNDS
FIXED ASSETS [Net Block]		12.905	15.325	16.073
Capital work-in-progress		129.566	48.077	10.721
INVESTMENT		0.073	0.068	0.065
DEFERREX TAX ASSETS		6.048	11.038	15.948
CURRENT ASSETS, LOANS & ADVANCES
	Inventories	13.522	5.772	11.318
	Sundry Debtors	176.492	187.791	148.757
	Cash & Bank Balances	4.565	1.602	13.341
	Other Current Assets	7.197	8.766	0.000
	Loans & Advances	68.973	65.566	61.215
Total Current Assets		270.749	269.497	234.631
Less : CURRENT LIABILITIES & PROVISIONS
	Sundry Creditors	110.740	93.835	133.522
	Other Current Liabilities	70.770	46.815
	Provisions	3.989	3.334	9.388
Total Current Liabilities		185.499	143.984	142.910
Net Current Assets		85.250	125.513	91.721
MISCELLANEOUS EXPENSES		0.000	0.008	0.176
TOTAL		233.842	200.029	134.704

PROFIT & LOSS ACCOUNT

	PARTICULARS		31.03.2011	31.03.2010	31.03.2009
	SALES
		Sales and Services	501.937	429.143	428.450
		Other Income	6.597	7.162	5.883
		TOTAL	508.534	436.305	434.333
Less	EXPENSES
		TOTAL	486.463	419.667	416.131
	PROFIT BEFORE TAX		22.071	16.638	18.202
Less	TAX		8.730	5.145	9.155
	PROFIT AFTER TAX		13.341	11.493	9.047

KEY RATIOS

PARTICULARS		31.03.2011	31.03.2010	31.03.2009
PAT / Total Income	(%)	2.62	2.63	2.08
Net Profit Margin (PBT/Sales)	(%)	4.40	3.88	4.25
Return on Total Assets (PBT/Total Assets}	(%)	7.78	5.84	7.26
Return on Investment (ROI) (PBT/Networth)		0.17	0.14	0.18
Debt Equity Ratio (Total Liability/Networth)		2.21	1.93	1.78
Current Ratio (Current Asset/Current Liability)		1.46	1.87	1.64

LOCAL AGENCY FURTHER INFORMATION

DETAILS OF SUNDRY CREDITORS

(Rs. In Millions)

Particulars	31.03.2011	31.03.2010	31.03.2009
Sundry Creditors
Creditors due small micro enterprises	0.000	0.000	NA
Creditors due others	110.740	93.835	NA

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	Yes
5) Type of Business	Yes
6) Line of Business	Yes
7) Promoter's background	Yes
8) No. of employees	Yes
9) Name of person contacted	No
10) Designation of contact person	No
11) Turnover of firm for last three years	Yes
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	Yes
20) Export / Import details (if applicable)	Yes
21) Market information	--
22) Litigations that the firm / promoter involved in	--
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	Yes
30) Major Shareholders, if available	Yes

Note:

The Registered office of the company has been shifted from C-611/612, Floral Deck Plaza, Central MIDC Road, Andheri (East), Mumbai, Maharashtra, India to present address w.e.f. 01.06.2009

BACKGROUND:

Subject (the Company) provides end-to-end e-security solutions through in-house skills and its various global and strategic alliances. The company operates in four major business verticals namely:

(a) Sale of products relating to information security, ancillary and related technical and support services.

(b) Provision of services in relation to, consulting for and managing the information security requirements;

(c) Production of software for monitoring and evaluating compliance with information security standards;

(d) Imparting training to Information security personnel Classification under Companies Act 1956:

The Company is a Small and Medium Sized Company (SMC) as defined in the General Instructions in respect of Accounting Standards notified under the Companies Act, 1956. Accordingly, the company has complied with the Accounting Standards as applicable to a Small and Medium Sized company

FINANCIALS:

The company achieved a 17% growth in sales and revenues as compared to the previous year. The revenues were driven by sales of products and product related services which grew by 23% and education services that grew by 18% over the previous year. Income from Consultancy services rendered outside India also grew by 12%.

The Company launched two batches of the one year full time course of PRISM in Mumbai at its education Centre during the year, both the batches were an overwhelming success generating revenues of 8.5 Million rupees during the year. Buoyed by the success and the appetite for a comprehensive security course the company proposes to launch this course in Pune as well. Necessary facilities have been procured for this purpose. EBIT increased by 51% and PAT grew at 16% over the previous year.

During the year, the company made major investments in human capital and infrastructure. The company was in the final stages of development of MEDS an endpoint scanning tool, which would be deployed soon to remotely scan endpoints on networks effortlessly. The company as a part of its trial scanned 13000 endpoints during the last quarter of the year with successful results and good reviews.

BANKERS CHARGES REPORT AS PER REGISTRY

Corporate identity number of the company	U74920MH1999PTC120597
Name of the company	MIEL E-SECURITY PRIVATE LIMITED
Address of the registered office or of the principal place of business in India of the company	AML Centre 1, 4^th Floor, 8 Mahal Industrial Estate, Off Mahakali Caves Road, Andheri East, Mumbai-400093, Maharashtra, India
This form is for	Modification of charge
Type of charge	Book Debts Movable Property Floating Charge Others Patents, License under a patent Trademark Copyright or license under a copyright
Particular of charge holder	The Lakshmi Vilas Bank Limited
Nature of instrument creating charge	Deed Of Hypothecation
Date of instrument Creating the charge	14/02/2012
Amount secured by the charge	Rs. 20.000 Millions
Brief of the principal terms an conditions and extent and operation of the charge	Terms of Repayment Base Rate + 3.60% (Per 14.60% P.A.) Terms of repayment Sanction For One Year Subject To Renewal. Repayable On Demand. Margin 25% On Stock And Book Debts. Extent and operation of the charge The Charge Created Through This Modification Shall Be Second And Subservient To The First Charge Created By The Borrower In Favour Of Sicom Investments & Finance Limited {Sifl) For Their Term Loans Aggregating To Rs. 70.000 Millions.
Short particulars of the property charged	Second charge on All that copyright, patents and trademarks duly registered in the name of the Borrower with the concerned authorities together with all rights, interest, benefits arid advantages attached thereto both present and future including those that are at present held by the Borrowers, the short particulates of which are more particularly described in the forming part of the Deed of Hypothecation attached to this form.
Date of instrument modifying the charge	12/12/2011
Particulars of the present modification	The Credit Facilities Have Been Further Secured By Way Of Second Charge On The Assets As Detailed In The Documents Modifying The Chage, Amount Of Charge Remains Unchanged At Rupees 20.000 Millions. Other Terms And Conditions Of The Original Charge Continues To Be Effective.

Fixed Assets:

· Goodwill

· Computer

· Electrical Fittings

· Furniture and Fixtures

· Office Equipments

PRESS RELEASE:

MIEL LAUNCHES EKLAVYA FOR DISTANCE EDUCATION

CRN Network, December 26, 2011, 1000 hrs

The MIEL e-Security academy is taking PRISM online.

Prism is a one-year, full-time program in Information Security Management, conducted by MIEL’s, MIEL Academy, as a part of its Info-sec training programs through its Centers of Excellence located in Mumbai and Pune. The prime objective of the course is to create trained IS professionals at the middle management level, through proper education to bridge the demand-supply gap of IS professionals across the globe and accelerate the careers of people desirous of entry into the IS field, said M. N. Kutty Nair, CMD, MIEL.

After the success three 3 PRISM batches in Mumbai and one in Pune, MIEL Academy is launching PRISM in an online mode, essentially for distance education students. The new program, called Eklavya—the online program in Information Security Management is chiefly targeted at the working professionals.

The Prism program has been accrediated by CSI, and would be delivered remotely over 17 months, at one fifth the price of PRISM, Nair said.  “Eklavya would cover 24 security modules in its training. Besides, it would offer more than 100 hours of online practical demonstrations, detailed self-study material (approximately 5000 pages) per term, proctored computer-based testing for each of the 24 modules, multiple-choice questions based theory and practical oriented assignment for each module for self-assessment, access to additional online content for each module, interactive portal with regular updates on information security, dedicated discussion groups offering an interactive platform for sharing knowledge and solving queries and an accredited program,”  he informed.

Nair said that MIEL would also bring industry experts for special lectures on trends and developments. “All the special lectures will be carried out through the virtual training center for 60 minutes,” he added.

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.55.79
UK Pound	1	Rs.86.37
Euro	1	Rs.70.07

INFORMATION DETAILS

Information Gathered by :	SBA
Report Prepared by :	SDA

SCORE & RATING EXPLANATIONS

SCORE FACTORS	RANGE	POINTS
HISTORY	1~10	4
PAID-UP CAPITAL	1~10	3
OPERATING SCALE	1~10	3
FINANCIAL CONDITION
--BUSINESS SCALE	1~10	3
--PROFITABILIRY	1~10	3
--LIQUIDITY	1~10	3
--LEVERAGE	1~10	3
--RESERVES	1~10	3
--CREDIT LINES	1~10	3
--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		28

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.