MIRA INFORM REPORT

Report Date :

01.03.2012

IDENTIFICATION DETAILS

Name :	ARYA COMMUNICATIONS AND ELECTRONICS SERVICES PRIVATE LIMITED
Registered Office :	29, Bank Street, Fort, Mumbai – 400001, Maharashtra
Country :	India
Financials (as on) :	31.03.2011
Date of Incorporation :	24.02.1988
Com. Reg. No.:	11-46320
Capital Investment / Paid-up Capital :	Rs.4.000 Millions
CIN No.: [Company Identification No.]	U74140MH1988PTC046320
TAN No.: [Tax Deduction & Collection Account No.]	MUMA08742G / MUMA18960E
PAN No.: [Permanent Account No.]	AAACA1028P
Legal Form :	Private Limited Liability Company
Line of Business :	Trader and Service Provider of Telecommunication and Radio Products Solution and ATM Locks.
No. of Employees :	220 (Approximately)

RATING & COMMENTS

MIRA’s Rating :

Ca (14)

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 PARTED BY

Name :	Mr. Mahesh
Designation :	Accounts Department
Contact No.:	91-9967666185
Date :	27.02.2012

LOCATIONS

Registered/ Corporate Office :	29, Bank Street, Fort, Mumbai – 400 001, Maharashtra, India
Tel. No.:	91-22-28312850 to 54/ 22663844
Mobile No.:	91-9967666185 (Mr. Mahesh)
Fax No.:	91-22-28313428/ 30
E-Mail :	gcmum@aryacom.com info@aryacom.com skjain@aryacom.com
Website :	http://www.aryacom.com
Location :	Leased
Head Office/ Factory :	12/A, Karmayog Building, Parsi Panchayat Road, Andheri (East), Mumbai – 400 059, Maharashtra, India
Tel. No.:	91-22-61465151/ 28312850
Fax No.:	91-22-61465139
Sales and Marketing Office :	Located at: · Ahmedabad · Delhi · Bangalore · Hyderabad · Bhopal · Kolkata · Mumbai · Patna · Chennai · Bhubaneswar
Service Centers :	Located at: · Ahmedabad · Delhi · Bangalore · Hyderabad · Bhopal · Kolkata · Mumbai · Chennai

DIRECTORS

(AS ON 29.09.2001)

Name :	Mr. Naresh Jayantilal Kotak
Designation :	Director
Address :	Carlton Terrace, 35 A, Bhulabhai Desai Road, Mumbai – 400026, Maharashtra, India
Date of Birth/Age :	27.12.1940
Date of Appointment :	24.02.1988
DIN No.:	00009707
Name :	Mr. Krishna Bhagwan Kotak
Designation :	Director
Address :	‘Kalpana’, 96-B, Netaji Subhash Road, Mumbai – 400 002, Maharashtra, India
Date of Birth/Age :	24.03.1961
Date of Appointment :	24.02.1988
DIN No.:	00010788

KEY EXECUTIVES

Name :	Mr. Mahesh
Designation :	Accounts Department

MAJOR SHAREHOLDERS / SHAREHOLDING PATTERN

(AS ON 29.09.2001)

Names of Shareholders	No. of Shares
Naresh J. Kotak	20000
Krishna B. Kotak	20000
Total	40000

(AS ON 30.09.2011)

Equity Shares Break – up

Category	Percentage
Directors or relatives of directors	100.00
Total	100.00

BUSINESS DETAILS

Line of Business :

Trader and Service Provider of Telecommunication and Radio Products Solution and ATM Locks.

Products :

Item code No.	Products Description
85272900	(a) Scramblers (b) Two-Way Communication Radios (c) Communication Equipments, Accessories, Spare Parts, Components, etc (d) Computers, Accessories, Electronic Safe Locks etc

Imports :

Products :

ATM Locks

Countries :

USA

Terms :

Selling :

Cash and Credit

Purchasing :

Cash and Credit

GENERAL INFORMATION

Customers :

End Users and OEM’s

· Aviation

· Government Organisations

· Paramilitary

· Embassies

· Hospitality

· Pilgrimage Places

· Banks

· Infrastructures

· Police

· Courier and Cargo

· Irrigation

· Ports

· Colleges and Campuses

· ISPs

· Railways

· Defence

· Large Corporates

· Transportations

· Energy

· Mobile Infrastructures

· Telecom Operators

· FM Broadcasters

· Mines

No. of Employees :

220 (Approximately)

Bankers :

· BNP Paribas

French Bank Building, 62, Homji Street, Mumbai – 400 001, Maharashtra, India

Facilities :

Secured Loans	31.03.2011	31.03.2010
	(Rs. In Millions)
Working Capital from Banks
Cash Credit (The Cash Credit from banks are secured by Hypothecation of Inventories and Book Debts, Corporate Guarantee of a Group Company and personal guarantee of Director)	64.322	69.025
Term Loan from Others
Vehicle Loans (Under financial lease) (Amount payable within one year Rs 0.962 Million including interest)	1.881	2.720
Total	66.203	71.745
Unsecured Loans	31.03.2011	31.03.2010
	(Rs. In Millions)
Other Loans and Advances
From Directors	99.500	102.500
From Concern in which Directors are Interested	16.873	21.373
Total	116.373	123.873

Banking Relations :	--
Auditors :
Name :	N A Shah Associates Chartered Accountants
Address :	B-41-45, Paragon centre, Pandurang Budhkar Marg, Worli – 400013, Maharashtra, India
PAN No.:	AAAFN5380N
Particulars of Enterprises under common control/ significant influence of Key Management Personnel:	· Arya Offshore Services Private Limited · Aryadoot Transport Private Limited · Brinks Arya India Private Limited · Confreight shipping agency India Private Limited · Container Movement Transport Private Limited · German Express Shipping Agency Private Limited · Jet Aiu Skyline Transport Private Limited · United Liner Agencies (India) Private Limited · Arya Financial and Investment Consultancy Services Private Limited

CAPITAL STRUCTURE

(AS ON 31.03.2011)

Authorised Capital :

No. of Shares	Type	Value	Amount
300000	Equity Shares	Rs. 100/- each	Rs. 30.000 millions

Issued, Subscribed & Paid-up Capital :

No. of Shares	Type	Value	Amount
40000	Equity Shares	Rs. 100/- each	Rs. 4.000 millions

NOTE:

(Out of the above 35,000 Shares have been allotted as fully paid Bonus Shares by Capitalisation of Reserves)

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		4.000	4.000	4.000
2] Share Application Money		0.000	0.000	0.000
3] Reserves & Surplus		0.000	0.000	42.218
4] (Accumulated Losses)		(26.555)	(13.100)	0.000
NETWORTH		(22.555)	(9.100)	46.218
LOAN FUNDS
1] Secured Loans		66.203	71.745	95.640
2] Unsecured Loans		116.373	123.873	45.113
TOTAL BORROWING		182.576	195.618	140.753
DEFERRED TAX LIABILITIES		0.000	0.000	0.000
TOTAL		160.021	186.518	186.971
APPLICATION OF FUNDS
FIXED ASSETS [Net Block]		19.195	25.769	26.501
Capital work-in-progress		0.000	0.000	1.275
INVESTMENT		0.025	0.025	0.025
DEFERREX TAX ASSETS		0.000	0.000	3.261
CURRENT ASSETS, LOANS & ADVANCES
	Inventories	35.873	34.769	26.551
	Sundry Debtors	119.522	287.834	285.462
	Cash & Bank Balances	14.337	43.056	11.409
	Other Current Assets	0.000	0.000	0.000
	Loans & Advances	93.708	99.395	98.802
Total Current Assets		263.440	465.054	422.224
Less : CURRENT LIABILITIES & PROVISIONS
	Sundry Creditor	51.547	135.972	150.772
	Other Current Liabilities	59.479	151.154	89.748
	Provisions	11.613	17.204	25.795
Total Current Liabilities		122.639	304.330	266.315
Net Current Assets		140.801	160.724	155.909
MISCELLANEOUS EXPENSES		0.000	0.000	0.000
TOTAL		160.021	186.518	186.971

PROFIT & LOSS ACCOUNT

	PARTICULARS	31.03.2011	31.03.2010	31.03.2009
	TURNOVER	481.818	555.407	669.670
	PROFIT BEFORE TAX	(13.919)	(48.847)	(60.426)
Less	TAX	(0.464)	6.471	4.586
	PROFIT AFTER TAX	(13.455)	(55.318)	(65.012)
Add	PREVIOUS YEARS’ BALANCE BROUGHT FORWARD	(18.252)	37.066	102.078
	BALANCE CARRIED TO THE B/S	(31.707)	(18.252)	37.066
	EARNINGS IN FOREIGN CURRENCY	15.378	106.956	96.631
	IMPORTS VALUE	22.822	86.641	51.054
	Earnings Per Share (Rs.)	(336.38)	(1382.95)	(1625.30)

KEY RATIOS

PARTICULARS		31.03.2011	31.03.2010	31.03.2009
Net Profit Margin (PBT/Sales)	(%)	(2.89)	(8.79)	8.97
Return on Total Assets (PBT/Total Assets}	(%)	(4.92)	(9.95)	(13.47)
Return on Investment (ROI) (PBT/Networth)		0.62	5.37	(1.31)
Debt Equity Ratio (Total Liability/Networth)		(13.53)	(54.94)	8.81
Current Ratio (Current Asset/Current Liability)		2.15	1.53	1.59

LOCAL AGENCY FURTHER INFORMATION

SUNDRY CREDITORS DETAILS:

Particulars	31.03.2011	31.03.2010	31.03.2009
	(Rs. In Millions)
Sundry Creditors
- Due to Small and Micro Enterprises	0.064	1.223	1.111
- Other Creditors	51.483	134.749	149.661
Total	51.547	135.972	150.772

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	Yes
Type of Business	Yes
Line of Business	Yes
Promoter’s Background	-----
No. of Employees	Yes
Name of Person Contacted	Yes
Designation of Contact person	Yes
Turnover of Firm for last three years	Yes
Profitability for last three years	No
Reasons for variation <> 20%	No
Estimation for coming financial year	No
Capital in the business	Yes
Details of sister concerns	No
Major Suppliers	No
Major Customers	Yes
Payments Terms	Yes
Export/ Imports Details (If applicable)	Yes
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	No
Incorporation details is applicable	-----
Last Accounts filed at ROC	-----
Major Shareholders, if available	-----

OPERATIONS:

The performance of the Company continued to remain sluggish due to slowdown in overall business activities. The total income decreased to Rs.481.818 Millions from Rs.555.702 Millions, however, due to reduction in the operating cost, the net loss reduced to Rs.13.455 Millions from Rs.55.318 Millions as compared to the same in the previous year.

CONTINGENT LIABILITIES NOT PROVIDED FOR :

a) Bank Guarantee given by Bank on behalf of the Company for performance of contracts amounting to Rs.40.971 Millions (Previous Year Rs.24.773 Millions). Cash outflow is probable upon non performance as per the contract.

b) Letters of Credit opened by bank on behalf of the Company towards purchase of materials, to the extent open as at year end amounts to Rs. Nil (Previous Year Rs.83.661 Millions).

c) Disputed Sales Tax Liabilities in respect of cases in appeal amount to Rs.16.836 Millions (Previous Year 12.203 Millions) for the years 2002-03, 2003-04, 2004-05, 2005-06, 2006-07 and 2007-08 company has paid Rs.3.813 Millions (Previous Year Rs 3.051 Millions) Future outflow for balance amount is contingent upon depending upon final decision on case. Based on the legal opinion received, the management is confident that no amounts would be payable against the above demand and hence no provision is considered necessary in the books of account.

d) The Company has given a Corporate Guarantee to Indus for Rs.20.000 Millions (Previous Year Rs.20.000 Millions) to secure the performance of the obligations of the Company under the Agreement entered into with Indus for providing Site Build Services. Future outflow is contingent upon satisfactory completion of project.

TRADE REFERENCE:

· Motorola India

· Airtel

· Vadofone

FORM 8

Corporate identity number of the company	U74140MH1988PTC046320
Name of the company	ARYA COMMUNICATIONS AND ELECTRONICS SERVICES PRIVATE LIMITED
Address of the registered office or of the principal place of business in India of the company	29 Bank Street, Fort, Mumbai – 400001, Maharashtra, India shaileshraikar@aryacom.com
This form is for	Modification of charge
Charge identification number of the modified	80018009
Type of charge	Book Debts Others: Stocks
Particular of charge holder	BNP Paribas 62, Homji Street, Fort, Mumbai – 400001, Maharashtra, India narendra.pendharkar@asia.bnpparibas.com
Nature of description of the instrument creating or modifying the charge	Third Supplemental Facility Cum Security Deed dated 16th July, 2010.
Date of instrument Creating the charge	16/07/2010
Amount secured by the charge	Rs.185.000 Millions
Brief particulars of the principal terms and conditions and extent and operation of the charge	Rate of Interest As per Sanction Letter dated 22nd February 2010. Terms of Repayment As may be notified by the Bank from time to time. Tenor for Cash Credit :- On demand; Guarantees :- 2 years, LC :- 90/180 days for Inland/Import LC Margin As may be notified by the Bank from time to time. Extent and Operation of the charge Hypothecation of stocks and of book debts.
Short particulars of the property charged	Hypothecation of all the movable assets of the company such as raw materials, stocks in process, finished goods, goods in transit goods laying at various factories, godowns, warehouse, retail outlets Hypothecation of all the book debts, out standings, money receivables, claims and bills.
Date of latest modification prior to the present modification	19.11.2008
Particulars of the present modification	The charge is modified as follows (1) cash credit facility :- 83.000 Millions (2) Import/Inland Letter of credit :- 88.000 Millions (3) Performance Guarantees :- 85.000 Millions (4) Financial Guarantees :- 15.000 Millions The limits under the facilities above (2 and 4) are interchangeable at Banks discretion, subject to total utilisation not exceeding aggregating limit of Rs.102.000 Millions and the total utilisation under all the limits (1 to 4) shall not exceed Rs.185.000 Millions

FIXED ASSETS:

· Furniture and Fixture

· Plant and Machinery

· Computers

· Office Equipment

· 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.48.94
UK Pound	1	Rs.77.95
Euro	1	Rs.65.94

SCORE & RATING EXPLANATIONS

SCORE FACTORS	RANGE	POINTS
HISTORY	1~10	3
PAID-UP CAPITAL	1~10	3
OPERATING SCALE	1~10	2
FINANCIAL CONDITION
--BUSINESS SCALE	1~10	2
--PROFITABILIRY	1~10	--
--LIQUIDITY	1~10	2
--LEVERAGE	1~10	2
--RESERVES	1~10	--
--CREDIT LINES	1~10	--
--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		14

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.