MIRA INFORM REPORT

Report Date :

07.03.2012

IDENTIFICATION DETAILS

Name :	WALL STREET FINANCE LIMITED
Registered Office :	Spice Tower, CTS-R10, Phase II, Anand Nagar, New Link Road, Jogeshwari (West), Mumbai 400102, Maharashtra
Country :	India
Financials (as on) :	31.03.2011
Date of Incorporation :	25.04.1986
Com. Reg. No.:	11-039660
Capital Investment / Paid-up Capital :	Rs.115.984 Millions
CIN No.: [Company Identification No.]	L99999MH1986PLC039660
TAN No.: [Tax Deduction & Collection Account No.]	MUMW02155G
PAN No.: [Permanent Account No.]	AAACW1258P
Legal Form :	A Public Limited Liability company. The company’s Shares are Listed on the Stock Exchange.
Line of Business :	Offering money remittance and foreign exchange services.
No. of Employees :	404 (Approximately)

RATING & COMMENTS

MIRA’s Rating :

B (32)

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

Maximum Credit Limit :	USD 560000
Status :	Moderate
Payment Behaviour :	Slow but correct
Litigation :	Clear
Comments :	Subject is an established company having moderate track. Profitability of the company appears to be low. 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 cautions.

NOTES :

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

ECGC Country Risk Classification List – September 30, 2011

Country Name	Previous Rating (30.06.2011)	Current Rating (30.09.2011)
India	A1	A1

Risk Category	ECGC Classification
Insignificant	A1
Low	A2
Moderate	B1
High	B2
Very High	C1
Restricted	C2
Off-credit	D

LOCATIONS

Registered Office :	Spice Tower, CTS-R10, Phase II, Anand Nagar, New Link Road, Jogeshwari (West), Mumbai 400102, Maharashtra, India
Tel. No.:	91-22-61119600
Fax No.:	Not Available
E-Mail :	vandita.agarwal@smobiliy.in eknath.bhagat@smobility.in
Website :	http://www.wallstreetfinanceltd.com
Branch Office :	Located at · Azamgarh · Bagula · Gorakhpur · Kolkata · Lucknow · Patna · Sultanpur · Varanasi · Agra · Amritsar · Chandigarh · Churu · Delhi · Hoshiarpur · Jaipur · Jalandhar · Jhunjhunu · Kapurthala · Ludhiana · Mohali · Nawanshahr · Noida · Patiala · Pehowa · Sikar · Attili · Bangalore · Calicut · Chennai · Cochin · Hyderabad · Hyderabad · Kadapa · Kanhangad · Kannur · Kollam · Kottarakara · Kottayam · Mangalore · Mysore · Nizamabad · Palakkad · Perumballur · Ponnani · Razole · Thiruvalla · Tirur · Trichur · Trivandru · Udupi · Ahmedabad · Anand · Aurangabad · Baroda · Bhuj · Chiplun · Goa · Indore · Mumbai · Nagpur · Pune

DIRECTORS

As on 31.03.2011

Name :	Mr. Brij Gopal Daga
Designation :	Director
Name :	Ms. Divya Modi
Designation :	Director
Name :	Mr. Madhukar Sardar
Designation :	Director
Name :	Ms. Preeti Malhotra
Designation :	Director
Name :	Mr. Subroto Chattopadhyay
Designation :	Director
Name :	Mr. Sudip Bandyopadhyay
Designation :	Director
Name :	Mr. Rajeev Maheshwari
Designation :	Director

KEY EXECUTIVES

Name :	Mr. Gopal Tiwari
Designation :	Financial Controller & Principal Offi cer - Risk, Compliance & MLRO
Name :	Ms. Vandita R. Agarwal
Designation :	Company Secretary

MAJOR SHAREHOLDERS / SHAREHOLDING PATTERN

As on 31.12.2011

Category of Shareholder	Total No. of Shares	Percentage
A) Shareholding of Promoter and Promoter Group
(1) Indian
Bodies Corporate	7,223,894	62.43
Sub Total	7,223,894	62.43
(2) Foreign
Total shareholding of Promoter and Promoter Group (A)	7,223,894	62.43
B) Public Shareholding
(1) Institutions
Financial Institutions / Banks	400	-
Foreign Institutional Investors	12,211	0.11
Sub Total	12,611	0.11
(2) Non-Institutions
Bodies Corporate	1,012,753	8.75
Individuals
Individual shareholders holding nominal share capital up to Rs.0.100 Million	2,428,808	20.99
Individual shareholders holding nominal share capital in excess of Rs.0.100 Million	839,375	7.25
Any Others (Specify)	54,359	0.47
Non Resident Indians	54,094	0.47
Clearing Members	265	-
Sub Total	4,335,295	37.46
Total Public shareholding (B)	4,347,906	37.57
Total (A)+(B)	11,571,800	100.00
(C) Shares held by Custodians and against which Depository Receipts have been issued	-	-
1) Promoter and Promoter Group	-	-
(2) Public	-	-
Sub Total	-	-
Total (A)+(B)+(C)	11,571,800	-

BUSINESS DETAILS

Line of Business :	Offering money remittance and foreign exchange services.
Services :	· Money Changing · Money Transfer · Loans and Investment

GENERAL INFORMATION

No. of Employees :

404 (Approximately)

Bankers :

· AXIS Bank Limited

· HDFC Bank Limited

· IDBI Bank Limited

Facilities :

Secured Loan	As on 31.03.2011 (Rs. in Millions)	As on 31.03.2010 (Rs. in Millions)
From banks - cash credit / overdraft	192.605	171.068
Short term loans from bank	125.000	145.000
Vehicle loans (secured by hypothecation of vehicles)	0.000	1.245
Total	317.605	317.313
Note: 1) The overdrafts / cash credits are secured by hypothecation of stock of foreign currencies, export receivables and western union receivables of the Company. 2) Short term loan from bank is secured by guarantee provided by the Holding Company.
Unsecured Loan	As on 31.03.2011 (Rs. in Millions)	As on 31.03.2010 (Rs. in Millions)
Fixed deposits (Amount due within one year is Rs. 4.197 Millions, P.Y. Rs. 13.111 Millions)	4.197	14.313
Security deposits	0.168	1.356
Total	4.365	15.669

Banking Relations :	--
Auditors :
Name :	ASA and Associates Chartered Accountants
Address :	Navbharat Estate ‘East Wing’, 2nd Floor, Zakaria Bunder Road, Sewri (West), Mumbai - 400 015, Maharashtra, India
Related Parties :	· Spice Mobility Limited · Spice Retail Limited · Spice Innovative Technologies Private Limited · Spice Enfotainment Limited · Spice Global Investments Private Limited · Spicebulls Investments Limited (erstwhile known as 21st Century Capitals Limited) · Spice Televentures Private Limited (Amalgamated with Spice Mobility Limited w.e.f. 4th November 2010)

CAPITAL STRUCTURE

As on 31.03.2011

Authorised Capital :

No. of Shares	Type	Value	Amount
12000000	Equity Shares	Rs.10/- each	Rs.120.000 Millions
1000000	Cumulative Convertible Preference shares	Rs.100/- each	Rs.100.000 Millions
	Total		Rs.220.000 Millions

Issued, Subscribed & Paid-up Capital :

No. of Shares	Type	Value	Amount
11625000	Equity Shares Of the above 18,75,000 shares are allotted as fully paid-up by way of bonus shares), (of the above 72,23,894 shares is held by Spice Investments & Finance Advisors Private Limited, Holding Company Of the above 1,15,71,800 Equity shares of Rs.10/- each are fully paid–up and 53,200 Equity shares of Rs.10/– each has been forfeited	Rs.10/- each	Rs.115.718 Millions
	Add : Forfeited Shares		Rs.0.266 Millions
	Total		Rs.115.984 Millions

FINANCIAL DATA

[all figures are in Rupees Millions]

ABRIDGED BALANCE SHEET

SOURCES OF FUNDS		31.03.2011	31.03.2010	31.03.2009
SHAREHOLDERS FUNDS
1] Share Capital		115.984	115.979	115.977
2] Share Application Money		0.000	0.000	0.000
4] Reserves & Surplus		23.419	22.460	36.740
5] (Accumulated Losses)		0.000	0.000	0.000
NETWORTH		139.403	138.439	152.717
LOAN FUNDS
1] Secured Loans		317.605	317.313	248.932
2] Unsecured Loans		4.365	15.669	158.308
TOTAL BORROWING		321.970	332.982	407.240
DEFERRED TAX LIABILITIES		0.000	0.000	0.000
TOTAL		461.373	471.421	559.957
APPLICATION OF FUNDS
FIXED ASSETS [Net Block]		41.334	48.635	46.173
Capital work-in-progress		0.000	0.000	0.000
INVESTMENT		57.823	63.264	19.864
DEFERREX TAX ASSETS		1.820	1.820	1.820
CURRENT ASSETS, LOANS & ADVANCES
	Inventories	88.059	66.679	61.605
	Sundry Debtors	78.490	123.092	254.597
	Cash & Bank Balances	223.599	210.773	219.675
	Other Current Assets	0.000	0.000	0.151
	Loans & Advances	72.632	76.063	126.506
Total Current Assets		462.780	476.607	662.534
Less : CURRENT LIABILITIES & PROVISIONS
	Sundry Creditors	51.391	48.674	133.730
	Other Current Liabilities	43.072	54.686	10.237
	Provisions	7.921	15.545	26.467
Total Current Liabilities		102.384	118.905	170.434
Net Current Assets		360.396	357.702	492.100
MISCELLANEOUS EXPENSES		0.000	0.000	0.000
TOTAL		461.373	471.421	559.957

PROFIT & LOSS ACCOUNT

	PARTICULARS		31.03.2011	31.03.2010	31.03.2009
	SALES
		Income	304.718	364.938	383.816
		Fee based income	14.428	10.961	2.457
		Other Income	11.528	7.136	6.161
		TOTAL (A)	330.674	383.035	392.434
Less	EXPENSES
		Payments to and provisions for employees	92.508	93.228	70.312
		Administrative and other expenses	204.993	246.763	244.909
		TOTAL (B)	297.501	339.991	315.221
Less	PROFIT BEFORE INTEREST, TAX, DEPRECIATION AND AMORTISATION (A-B) (C)		33.173	43.044	77.213
Less	FINANCIAL EXPENSES (D)		22.242	43.265	46.996
	PROFIT BEFORE TAX, DEPRECIATION AND AMORTISATION (C-D) (E)		10.931	(0.221)	30.217
Less/ Add	DEPRECIATION/ AMORTISATION (F)		6.366	8.375	7.476
	PROFIT BEFORE TAX (E-F) (G)		4.565	(8.596)	22.741
Less	TAX (I)		0.908	0.000	4.225
	PROFIT AFTER TAX (G-I) (J)		3.657	(8.596)	18.516
Add	PREVIOUS YEARS’ BALANCE BROUGHT FORWARD		2.874	17.154	17.132
Less	APPROPRIATIONS
		Transfer to statutory reserve	0.731	0.000	3.703
		Transfer to reserves – contingent provision against standard assets	0.148	0.000	0.000
		Short provision of interest for earlier year	0.000	1.986	1.190
		Transfer of Profit attributable to Subsidiary	0.000	0.987	0.000
		Proposed dividend	2.314	2.325	11.625
		Tax on dividend	0.393	0.386	1.976
	BALANCE CARRIED TO THE B/S		2.944	2.874	17.154
	EARNINGS IN FOREIGN CURRENCY
		Export of foreign currencies	5129.300	14955.300	15141.500
		Inward remittance received – money transfer services	22697.200	21772.800	259.100
		Consultancy services & commission	2.900	9.100	2.500
	TOTAL EARNINGS		27829.400	36737.200	15403.100
	Earnings Per Share (Rs.)		0.31	(0.74)	1.59

KEY RATIOS

PARTICULARS		31.03.2011	31.03.2010	31.03.2009
PAT / Total Income	(%)	1.11	(2.24)	4.72
Net Profit Margin (PBT/Sales)	(%)	1.50	(2.36)	5.92
Return on Total Assets (PBT/Total Assets}	(%)	0.91	(1.64)	3.21
Return on Investment (ROI) (PBT/Networth)		0.03	(0.06)	0.15
Debt Equity Ratio (Total Liability/Networth)		3.04	3.26	3.78
Current Ratio (Current Asset/Current Liability)		4.52	4.01	3.89

LOCAL AGENCY FURTHER INFORMATION

OPERATIONS

The Company is an Authorized Dealer – Category II and thus is an Authorized Money Changer, licensed by the Reserve Bank of India (RBI). The Company is also licensed to operate the Money Transfer Service System (MTSS) by the RBI and carries on the business of Money Transfer as a Principal Agent of Western Union Financial Services Inc., the world leaders in the Money Remittance business. The Company is also a Non Banking Finance Company (NBFC – Category B) licensed by the RBI. Money Transfer and Money Changing are the principal businesses carried on by the Company.

During the year 2010-11, the markets showed signs of recovery and fueled travel plans for individuals and corporate. This was reflected by slight growth in foreign exchange market at few pockets. Similarly, in their money-transfer business, due to active focus by their principal Western Union in ‘sender’ countries, there was an overall growth in business. However, the positive growth in money-transfer industry got impacted in the last quarter of the year due to the developing political environment in Gulf countries, which is the most active money-transfer corridor for India.

The corrective actions taken during last year, has shown positive impact in the overall business. The money-transfer business has shown a positive growth of 6.70 % in number of transactions, sub agent network has grown from 4364 to 5803 and overall market share has grown from 7.15 % to 8.50 %, this will have positive impact on the Company’s performance in the coming years. Better Working Capital Management and operational efficiency have helped us to reduce interest and other cost.

The Company has increased its branch network from 61 to 71 during the year, thus increasing its reach with customers. The Company will continue its effort to expand its network to become one of the leading foreign exchange service providers in India. The Company has successfully bid for Amritsar International Airport counters, by marking its first presence at international airports in India.

In money-changing business, the Company has taken major corrective action during first half of year to improve margins and the product mix, which has impacted the business as is visible in the turnover and income of money-changing business during the year. However the corrective actions taken started showing positive results from end of the last quarter of this year. The Company has tied-up with some of the leading banks for sale of Foreign Currency Cards and Outward Remittances business. This will bring enhanced focus in retail business and will improve overall margins and quality of business.

In their continued quest to provide more and quality products to their customers, they have taken some new business initiatives. The Company has filed Pre-Paid card application with RBI, and is hopeful to obtain in-principal approval and proposes to launch the same during this year. Besides this, the Company has also finalized the arrangement with one of the leading insurance company for composite corporate agency and is in process to complete documentation in this regard. They are hopeful to start distribution of Insurance products by third quarter of this year. Both of these products will further enhance the revenue of the Company.

The Company is part of US$ 2 bn Spice Global group, and would like to synergize its retail efforts with the Spice group with a view to maximize its customer base. Accordingly, the Company proposes to retail Spice Mobile handsets through its network. The promoters are also committed to the growth of the Company in organic as well as inorganic manner to make the Company to be one of the leading players in Money Transfer and Money Exchange Business.

The short term as well as long term outlook for the Company is positive, looking at the developing market scenario, focus on better resource management and thrust to expand network.

RESOURCE MOBILISATION

With an objective to reduce the dependency on fixed deposit as a tool for resource mobilisaton, the Company had stopped accepting fresh fixed deposits and also renewing existing fixed deposits. Since last year, the Company has started repaying the fixed deposits along with the interest thereon from the Escrow Account.

During the year , fixed deposits amounting to Rs. 10.116 Millions were repaid. Fixed deposits outstanding as on 31st March 2011 were Rs. 4.197 Millions as against Rs. 14.313 Millions on 31st March 2010.

The working capital requirements of the Company are currently funded by the Company’s Bankers at a reasonable cost. Various strengthening and tightening measures employed by the management have resulted in better utilization of the existing credit facilities available to the Company from the Company’s bankers resulting in reduction of the cost of the funds to the Company.

MANAGEMENT DISCUSSION AND ANALYSIS

BRIEF ON COMPANY’S OPERATIONS

Their Company operates in travel related financial services sector. It is a Non Banking Finance Company (NBFC Category B), licensed by the Reserve Bank of India (RBI). They are also an Authorised Dealer – Category II and also licensed to operate the Money Transfer Service System (MTSS) by the RBI. Thus the Company’s operations are subject to strict regulatory surveillance.

The focus areas of the Company’s operations are Money Remittance (Inward as well as outward) and Money Changing (Forex). The Forex business includes buying and selling of foreign exchange in retail as well as in wholesale to individuals and corporates and also in export and import of foreign currencies. It also includes marketing of travellers’ cheques and pre-paid cards.

The Company undertakes the business of Money Remittance (Inward) as a Principal Agent of Western Union Financial Services Incorporation. The Outward Remittance services are provided by the Company for the specific purposes prescribed by the Reserve Bank of India.

OVERVIEW OF COMPANY’S OPERATIONS

MONEY TRANSFER AS PRINCIPAL AGENTS OF WESTERN UNION (WUMTS)

India is the world’s largest recipient of remittances. The remittances grew from $49.6 billion in 2009 to $55 billion in 2010. It is also a country with the second largest number of emigrants after Mexico, according to the World Bank. India is ranked 10th in the list of nations attracting the most immigrants.

Their company has a direct focus on money-transfer business as one of the leading agents of Western Union, (WU) global market leaders in money remittances. Reserve Bank of India has recently done away with the exclusivity clause for the money transfer services. This offers attractive opportunities for inward remittances.

MONEY TRANSFER AS PRINCIPAL AGENTS OF WALL STREET EXCHANGE CENTRE LLC (INSTANT

CASH)

Goldman Securities Private Limited (GSPL), the wholly owned subsidiary of the Company, has received FFMC license in the month of September 2010 and recently has also received in-principal approval from Wall Street Exchange Centre, LLC (Dubai), for transfer of Instant Cash license in their favour. Necessary formalities for transfer of this license will be completed during the year. Thus GSPL will become an independent Money Transfer and Money Changing Company.

During the year , the sub-agent foot print of Instant Cash grew from 4,925 to 7,083 during the year . The transaction numbers grew by 14% i.e. from 2,46,327 to 2,80,262 during the year .

In money-changing business, the Company has taken major corrective action during first half of year to improve margins and on product mix. Due to which there was major impact which is visible in the turnover and income of money-changing business during the year.

With its focus on retail business, the Company continued to expand its network by opening new branches and appointing franchisees. At present it has over 70 bureaus at major retail centers across India, supported by more than 400 employees whose experience and commit will guide towards the leadership position in this segment.

OUTWARD MONEY REMITTANCE

The Company is an Authorized Dealer Category – II (AD-II) licensed by the RBI. Under this status the Company can remit money abroad for specific purposes which include private visits, remittance by tour operators and travel agents to overseas agents, principals or hotels, business travel, film shooting, medical treatment abroad, disbursement of crew wages, overseas education etc.

During the year 2010-11 the Company executed 4,955 Outward Remittance transactions with the volume of Rs. 758.100 Millions. This included 2,799 Telegraphic Transfer (TT) transactions amounting to Rs. 474.800 Millions and 2,156 Demand Draft (DD) transactions amounting to Rs. 283.300 Millions. Inspite of their continuous focus on Outward Remittance business, the numbers were impacted due to changes in students and immigration rules in major countries, and also due to their firm stand on KYC and AML procedures.

The Company is acknowledged as a committed player in AD-II segment and has trained and experienced staff to provide quality service to its customers. Besides Student and immigration remittances, the Company is focusing on other segments to enlarge its customer portfolio. They will achieve major growth in this segment which will help us increase their overall revenue from this activity.

MONEY CHANGING (FOREX)

Forex market in India is a regulated market and volumes are closely tied up to Dollar-Rupee exchange rate. The Company is the market leader in forex and offers various services like currency exchange, money transfer, remittance, Travellers cheques, pay orders, wire transfers and pre-paid cards.

It caters to the forex needs across various segments of customers such as leisure outbound travellers, travelers for migration, employment and medical treatment, students travelling abroad for studies, inbound tourists, business travellers, banks, non-bank retailers and money changers.

Tracking the positive indices, corporate increased their travel spends. The buoyant market conditions also helped financial services grow by around 8% in volumes over last year. This will help us increase their volumes in retail segment.

The Company is one of the largest exporters for bank notes. It handles majority of tradable currencies and exports foreign currency bank notes to middle-east and Europe. The company will increase its procurement with increase in its network.

The Company continued its focus on increasing margin and cost management during the year. The Company is focusing on retail side of the business where the impact of volatility of exchange rate is not significant. This will help in increasing its profitability, improve its quality of business and will reduce its over-dependence on the foreign currency bulk-business.

Forex business operations of the Company comprise of wholesale currency exchange, retail currency exchange,

travellers cheques and prepaid cards.

Overall macros in money-changing business shows that there were 41,267 transactions of currency notes amounting to Rs. 4096.500 Millions. Whereas traveller cheque transactions were 1,656 amounting to Rs. 241.200 Millions and prepaid cards transaction were 1,998 amounting to Rs. 136.800 Millions.

Fixed Assets:

· Building

· Furniture and fixtures

· Office equipments

· Vehicles

· Computers

· Computer software

· Air conditioners

Website Details

Business Description

Subject is a financial services company. WSFL is engaged in two activities, which include foreign exchange (forex), and inward and outward money remittance services. The Company operates in two segments: financial and allied services, and forex and remittance business. It is engaged in buying and selling of foreign currencies, travelers’ cheques and various forex-related services. The forex business includes buying and selling of foreign exchange in retail as well as in wholesale to individuals and corporates and also export and import of foreign currencies. The Company undertakes the business of money remittance (inward) as a principal agent of Western Union Financial Services Incorporation. The outward remittance services are provided by the Company for 17 purposes. As of March 31, 2010, the Company had 61 branches and 4,364 sub agents. On September 7, 2009, Spice Investments & Finance Advisors Pvt. Ltd. (SIFAPL) acquired 51% interest in WSFL. For the nine months ended 31 December 2010, Wall Street Finance Ltd.'s revenue decreased 21% to RS234.5M. Net loss totaled RS2.3M, vs. a profit RS5.9M. Revenue reflects a decrease in income from operations. Net income also reflects a significant increase in loss on sale of assets and lower gross & operating profit margins. The company is into financial services deals foreign exchange and money remittance as its core activities in India.

Board of Directors

Mr. Subroto Chattopadhyay

Chairman of the Board

Mr. Chattopadhyay holds a Bachelor’s (Hons.) degree in Economics from St. Xavier College, University of Kolkata and also completed a course in Finance for Senior Management BAT from University of Michigan. Mr. Chattopadhyay is Chairman of the Pennisula Foundation and Audit Bureau of Circulations and Trustee of Techno Serve of India. He is a member of Indian Polo Association and is associated with Sri Arbindo Society in Pondicherry. He has worked for 28 years at management positions in Brooke Bond Limited (Unilever), British American Tobacco Industries (ITC Limited), PepsiCo Inc. and RPG Enterprise. His experience covers food and beverage industry. He taught in ASCI and ISB in Hyderabad and Indian Institute of Management, Bangalore. He has produced “The Japanese Wife” and published music albums with the likes of Ustad Amjad Ali Khan.

Mr. Sudip Bandyopadhyay

Non-Executive Director

Mr. Bandyopadhyay is a qualified Chartered Accountant and Cost Accountant. Mr. Bandyopadhyay has over 23 years of experience in areas of financial services. He has worked with organizations like Reliance (ADA Group), ITC, ICI and HLL. He was the Managing Director of Reliance Money and was also on the Board of several Reliance ADAG Group Companies since May 2005. He was instrumental in Reliance Anil Dhirubhai Ambani Group’s foray, amongst others, into Equity & Commodity Broking, Financial Products Distribution, Commodity Exchanges. Gold Coin Retailing, Money Changing and Money Transfer. Under his leadership, Reliance Money had aggressively expanded its footprint in India and across the globe. He was also responsible for the acquisition of AMP Sanmar through which Reliance launched its Life Insurance business. During his 16 years stint with ITC as head of Treasury and Strategic Investments, he managed investments in excess of Rs.4000 crores. He was responsible for the acquisition of strategic stakes in EIH, VST and several other companies by ITC.

Mr. Brij Gopal Daga

Non-Executive Independent Director

Mr. Brij Gopal Daga, pursuant to the provisions of section 260 of the Companies Act, 1956, holds the office of the Director only up to the date of the ensuing Annual General Meeting. The Company has, pursuant to the provisions of section 257 of the Companies Act, 1956, received a notice, along with the necessary deposit proposing the candidature of Mr. Brij Gopal Daga as the Director of the Company. In a career spanning over more than four decades, Mr. Daga has acquiredextensive knowledge in diverse fields like Finance, Investment, Capital and Securities Markets, Regulatory Compliances etc., and has served premier institutions like Reserve Bank of India (as Asst. Gen. Manager), Unit Trust of India (as Executive Director) and Central Depository Services (India) Ltd. (as Managing Director). Mr. Daga has also served as Institutional Nominee on the Boards of several companies and has also been member on committees appointed by Securities & Exchange Board of India. He holds M.Com., Associate Member of ICSI (London), AIA (London) and CAIIB.

Ms. Preeti Malhotra

Non-Executive Director

Ms. Maihotra had been the past President of the Institute of Company Secretaries of India (lCSl) & was the first woman to be elected as President amongst the premier National Professional Bodies in India. She was a member of the Dr. JJ Irani Expert Committee constituted by the Ministry of Corporate Attairs (MCA), Government of India, to advise the Government on the New Company Law being framed. She specifically drove the discussions on Management, Board Governance and Shareholders democracy. She is a member on various panels on Corporate laws, Governance and regulation and regularly interacts with the MCA and SEW on the new laws being framed. She is/has been Chairperson / Member of various Committees of ICSI and of various Chambers of Industries in India and is presently also the Chairperson of the National Counril of Corporate Governance, CSR & Corporate Affairs of ASSOCHAM. She has received several awards and citations and was awarded the Bharat Nirman Talented Ladies Award in the field of profession and the Vocational Service Excellence Award by Rotary Club of New Delhi. She also received on behalf of ICSI as its Past President “Recognition of Excellence Award” for her Excellency from Smt. Pratibha Devisingh Patil (Hon’ble President of India) during the Celebration of India Corporate Week 2009 by MCA

Ms. Divya Modi

Non-Executive Director

She is CFA charter holder, a Graduate in Economics and Business Finance (Hons.) from Brunel University, UK and a Masters in Accounting from the University of Southern California, USA. Ms. Modi has worked closely with Jones Lang and Lasalle and Haldford Associates to develop Spice Global’s first Entertainment Centre “Spice World” where she has been credited for tying up with the Key Anchor Stores for the venture. She was instrumental in setting-up the Management Assurance Services (Internal Audit function) for Spice Global and was also involved with various Financial Restructuring initiatives and Investor Relations for the group especially for its erstwhile listed entities. She was also involved in the M&A function at a group level.

Mr. Madhukar R. Sardar

Non-Executive Independent Director

He was appointed as an Additional Director on May 6, 2010. Mr. Madhukar Sardar, pursuant to the provisions of section 260 of the Companies Act, 1956, holds the office of the Director only up to the date of the ensuing Annual General Meeting. The Company has, pursuant to the provisions of section 257 of the Companies Act, 1956, received a notice, along with the necessary deposit, proposing the candidature of Mr. Madhukar Sardar as the Director of the Company. He has been a Corporate Consul tant since hi s retirement as General Manager of Foreign Exchange Department of Reserve Bank of India and has a wide experience in the fields like External Commercial Borrowings, External Reserve Management, Forex Revenue Investments in India as well as abroad, Imports, Insurance, Aid and Govt. forex debt management etc. He holds Bachelor of Arts with Economics as the special subject and a CAIIB (Part I).

History

Subject was setup in 1986 as a Public Limited Company. They are one of the utmost Premier Financial Service Company, taking pride in serving over a Million customers annually for their foreign exchange and money remittances across the country. WSFL is a part of the US $ 2 billion SPICE GLOBAL group. They are operating as Authorized Dealer (II) as per the license awarded by the Reserve Bank of India, and also as Non-banking Finance Company (Category B).WSFL is also a Principal Agent for Western Union, a leading name in remittances and a Fortune 500 US company which is celebrating its 160 years of existence worldwide. Their daily inward remittances across the country is over $1.5 million, for which they provide services through over 55 branch locations and over 6000 sub-agents spread across India. In their 25 years of operations, WSFL is one of the leading names in Foreign Exchange Business, exporting currencies to leading banks and exchange houses across the world in Wholesale segment and also servicing individuals, education and immigration consultants, tour operators etc in retail segment.

Press Release

Indian businessman sells Wall Street Exchange stake

09 February 2012

Dubai Indian businessman Asgar Shakoor Patel, who established the money remittance business Wall Street Exchange Centre LLC 30 years ago, has sold his remaining 40 per cent stake to Emirates Post, Gulf News has learnt.

The move comes about six years after he sold a 60 per cent stake to Emirates Post. With this, Emirates Post is now the full owner of one of the UAE's top five remittance houses.

The transaction also includes its UK and Hong Kong subsidiaries.

However Patel, 72, retains Wall Street's business interests in the United States and Canada where he conducts remittance business through Instant Cash.

"As of yesterday, I am out of Wall Street Exchange Centre," he told Gulf News, following the settlement with Emirates Post on February 6.

When contacted, an Emirates Post official confirmed the news.

Remittance is a lucrative and profitable business in the Gulf where more than ten million expatriates live � most of whom remit part of their income home regularly.

Globally, more than 215 million people live outside their countries of birth, and more than 700 million migrate within their countries, according to the World Bank.

"In 2010, remittances recovered to the 2008 level of $325 billion (Dh1.19 trillion) after having dropped to $307 billion in 2009 as a result of the global financial crisis. Flows are projected to rise to $346 billion in 2011 and $374 billion by 2012," a latest World Bank report says.

Patel, a successful salesman who started his business 52 years ago as a trucker in Mumbai with a single truck bought with borrowed money, set up Patel Roadways that has become one of the largest logistics and transport companies in western India. He later secured a monopoly for using the belly hold cargo space in the entire fleet of Air India and some other carriers, and developed Patel Onboard Cargo that became an instant success. Both these companies have now been merged and are listed as Patel Integrated Logistics Limited on the Mumbai Stock Exchange.

Business flourished

After listing the companies in the stock exchange and selling shares to the public at a premium, he created a construction company in India named after his daughter Natasha with the share sale proceeds and flew to Dubai to set up the remittance business at a small shop in Naif Road with just Dh500,000.

As the number of expatriates grew due to rapid construction and development in the UAE after the oil price rises of the 1970s, the remittance business flourished. From a small outfit, Wall Street Exchange Centre grew into a sizeable business with multiple locations serving a growing number of customers.

He later expanded Wall Street to Hong Kong, Sing-apore, the UK, the US and Canada.

He established Wall Street Finance Limited in India in 1986. In 2008, he sold a 36 per cent stake to Reliance Money, part of Anil Dhirubhai Ambani Group, and further sold his remaining stake to the Spice Group.

During his half-century stint in business, he established more than half a dozen companies, ran them successfully either independently or partnering with others, before exiting them.

"That's my business model. I conceive an idea, work out the feasibility, establish and run the company, make it a success and sell the success for a high premium," he says.

Patel now plans to set up a venture capital fund in the UAE and is looking at various options including setting up a venture in the Dubai International Financial Centre (DIFC).

"The company, once lic-ensed, will help finance start-ups and partner with new ventures, especially in construction, logistics and interiors sectors," Patel said.

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.50.02
UK Pound	1	Rs.79.31
Euro	1	Rs.66.02

SCORE & RATING EXPLANATIONS

SCORE FACTORS	RANGE	POINTS
HISTORY	1~10	6
PAID-UP CAPITAL	1~10	3
OPERATING SCALE	1~10	4
FINANCIAL CONDITION
--BUSINESS SCALE	1~10	4
--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	YES
--AFFILIATION	YES/NO	YES
--LISTED	YES/NO	YES
--OTHER MERIT FACTORS	YES/NO	YES
TOTAL		32

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.