MIRA INFORM REPORT

Report Date :

29.03.2012

IDENTIFICATION DETAILS

Name :	KPMG INDIA PRIVATE LIMITED
Formerly Known As :	KPMG PEAT MARWICK INDIA PRIVATE LIMITED
Registered Office :	1^stFloor, Lodha Excellus, Apollo Mills Compound, N.M. Joshi Marg, Mahalaxmi, Mumbai-400011, Maharashtra
Country :	India
Financials (as on) :	31.03.2011
Date of Incorporation :	11.03.1994
Com. Reg. No.:	11-077060
Capital Investment / Paid-up Capital :	Rs.58.986 Millions
CIN No.: [Company Identification No.]	U74140MH1994PTC077060
Legal Form :	Private Limited Liability Company
Line of Business :	Providing Risk, Financial and Business Advisory, Internal Audit, Corporate Governance, and Tax and Regulatory Services.
No. of Employees :	Not Available

RATING & COMMENTS

MIRA’s Rating :

B (30)

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

Maximum Credit Limit :	USD 280000
Status :	Moderate
Payment Behaviour :	Slow
Litigation :	Clear
Comments :	Subject is an established company having moderate track. 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 normal 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 :	1^stFloor, Lodha Excellus, Apollo Mills Compound, N.M. Joshi Marg, Mahalaxmi, Mumbai-400011, Maharashtra, India
Tel. No.:	91-22-39896000/30901568
Fax No.:	91-22-39836000
E-Mail :	sameetgambhir@kpmg.com
Branch Office :	Located At: · Ahmedabad · Bangalore · Chandigarh · Chennai · New Delhi · Hyderabad · Kochi · Kolkata · Pune

DIRECTORS

AS ON 29.09.2011

Name :

Russell Ivan Parera

Designation :

Director

Address :

B-302, Jagat Vidya Co-Operative Housing Society, Bandra (East), Mumbai-400051, Maharashtra, India

Date of Birth/Age :

20.12.1965

Date of Appointment :

26.05.2006

Din No.:

00328986

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	U74140MH2005PTC153503	KPMG RESOURCE CENTRE PRIVATE LIMITED	Director	26-05-06	26-05-06	-	Active	NO
2	U74140MH1994PTC077060	KPMG INDIA PRIVATE LIMITED	Director	26-05-06	26-05-06	-	Active	NO
3	U74140MH1999PTC122186	KPMG ADVISORY SERVICES PRIVATE LIMITED	Director	26-05-06	26-05-06	-	Active	NO
4	U74999MH1924NPL001128	BOMBAY CHAMBER OF COMMERCE AND INDUSTRY	Director	26-06-09	26-06-09	14-06-11	Active	NO
5	U74140HR2010PTC041413	KPMG GLOBAL SERVICES PRIVATE LIMITED	Director	21-10-10	21-10-10	02-05-11	Active	NO

Name :

Mr. Richard Rekhy

Designation :

Director

Address :

G-01, Sobha Diamond, 23, Aga Abbas Ali Road, Ulsoor, Bangalore-560042, Karnataka, India

Date of Birth/Age :

17.08.1958

Date of Appointment :

26.05.2006

Din No.:

00302696

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	U74140MH1999PTC122186	KPMG ADVISORY SERVICES PRIVATE LIMITED	Director	26-05-06	26-05-06	-	Active	NO
2	U74140MH2005PTC153503	KPMG RESOURCE CENTRE PRIVATE LIMITED	Director	26-05-06	26-05-06	06-04-11	Active	NO
3	U74140MH1994PTC077060	KPMG INDIA PRIVATE LIMITED	Director	26-05-06	26-05-06	-	Active	NO

Name :

Mr. Akhil Bansal

Designation :

Director

Address :

E 137, Saket, New Delhi-110017, India

Date of Birth/Age :

22.11.1968

Date of Appointment :

20.11.2009

Din No.:

02871283

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	U74140MH1994PTC077060	KPMG INDIA PRIVATE LIMITED	Director	28-09-10	20-11-09	Active	NO
2	U74140MH1999PTC122186	KPMG ADVISORY SERVICES PRIVATE LIMITED	Director	28-09-10	20-11-09	Active	NO
3	U74140MH2005PTC153503	KPMG RESOURCE CENTRE PRIVATE LIMITED	Director	29-03-10	10-12-09	Active	NO
4	U74140HR2010PTC041413	KPMG GLOBAL SERVICES PRIVATE LIMITED	Director	21-10-10	21-10-10	Active	NO

KEY EXECUTIVES

Name :	Mr. Sameet Gambhir
Designation :	Secretary
Address :	U 25/25, First Floor, Pink Town House, DLF Cyber City, Phase III, Gurgaon-122002, Haryana, India
Date of Birth/Age :	25.04.1967
Date of Appointment :	09.03.2007
Pan No.:	ACGPG5389Q

MAJOR SHAREHOLDERS / SHAREHOLDING PATTERN

AS ON 29.09.2011

Names of Shareholders	No. of Shares
KPMG International Investment B.V, Netherlands	5839620
KPMG Advisory N.V., Netherlands	59000
Total	5898620

AS ON 29.09.2011

Equity Share Breakup	Percentage of Holding
Category
Foreign holdings [Foreign institutional investors, Foreign Companies, Foreign Financial Institutions, Non-resident Indian or Overseas corporate bodies or others]	100.00

BUSINESS DETAILS

Line of Business :

Providing Risk, Financial and Business Advisory, Internal Audit, Corporate Governance, and Tax and Regulatory Services.

GENERAL INFORMATION

No. of Employees :

Not Available

Bankers :

Kotak Mahindra Bank Limited, 36-38A, Nariman Bhavan, 227-D, Nariman Point, Mumbai-400021, Maharashtra, India

Facilities :

Secured Loan	31.03.2011 [12^th Months]	31.03.2010 [16^th Months]
Working capital loan	46.667 (A)	0.000
Finance lease obligation long term	33.862 (B)	31.259 (C)
Total	80.529	31.259
NOTE: (A) Working capital loan secured against hypothecation of moveable assets, both present and future (B) Lease liability (C) Lease liability
Unsecured Loan
Other debts	120.000	0.000
Total	120.000	0.000

Banking Relations :	--
Auditors :
Name :	ASNAJ and Company Chartered Accountants
Address :	A-5, Vimal Udyog Bhawan, Near Star City Theatre, Manorama Nagarkar Marg, Matunga (West), Mumbai-400016, Maharashtra, India
Pan No.:	AAFFM7062H

CAPITAL STRUCTURE

AS ON 31.03.2011

Authorised Capital :

No. of Shares	Type	Value	Amount
11000000	Equity Shares	Rs.10/- each	Rs.110.000 Millions

Issued, Subscribed & Paid-up Capital :

No. of Shares	Type	Value	Amount
5898620	Equity Shares	Rs.10/- each	Rs.58.986 Millions

FINANCIAL DATA

[all figures are in Rupees Millions]

ABRIDGED BALANCE SHEET

SOURCES OF FUNDS		31.03.2011 [12^th Months]	31.03.2010 [16^th Months]	30.09.2008
SHAREHOLDERS FUNDS
1] Share Capital		58.986	58.986	58.986
2] Share Application Money		0.000	0.000	0.000
3] Reserves & Surplus		13.491	117.316	251.784
4] (Accumulated Losses)		0.000	0.000	0.000
NETWORTH		72.477	176.302	310.770
LOAN FUNDS
1] Secured Loans		80.529	31.259	16.153
2] Unsecured Loans		120.000	0.000	0.000
TOTAL BORROWING		200.529	31.259	16.153
DEFERRED TAX LIABILITIES		0.000	0.000	0.000
TOTAL		273.006	207.561	326.923
APPLICATION OF FUNDS
FIXED ASSETS [Net Block]		31.715	29.659	19.899
Capital work-in-progress		0.000	0.000	0.000
INVESTMENT		100.994	90.460	0.000
DEFERREX TAX ASSETS		0.000	0.000	74.495
CURRENT ASSETS, LOANS & ADVANCES
	Inventories	0.000	0.000	0.000
	Sundry Debtors	240.439	357.150	438.172
	Cash & Bank Balances	32.834	17.282	163.114
	Other Current Assets	206.957	258.952	95.179
	Loans & Advances	406.395	348.790	471.701
Total Current Assets		886.625	982.174	1168.166
Less : CURRENT LIABILITIES & PROVISIONS
	Sundry Creditors	348.866	132.437
	Other Current Liabilities	115.306	238.118	311.161
	Provisions	282.156	524.177	624.476
Total Current Liabilities		746.328	894.732	935.637
Net Current Assets		140.297	87.442	232.529
MISCELLANEOUS EXPENSES		0.000	0.000	0.000
TOTAL		273.006	207.561	326.923

PROFIT & LOSS ACCOUNT

	PARTICULARS		31.03.2011 [12^th Months]	31.03.2010 [16^th Months]	30.09.2008
	INCOME		1450.372	1620.536	1771.557
	PROFIT BEFORE TAX, DEPRECIATION AND AMORTISATION		(94.403)	(236.689)	39.722
Less/ Add	DEPRECIATION/ AMORTISATION		19.956	15.166	12.167
	PROFIT BEFORE TAX		(114.359)	(251.855)	27.555
Less	TAX		(10.534)	(49.644)	25.959
	PROFIT AFTER TAX		(103.825)	(202.211)	1.596
	PREVIOUS YEARS’ BALANCE BROUGHT FORWARD		117.316	319.527	250.188
	BALANCE CARRIED TO THE B/S		13.491	117.316	251.784
	EARNINGS IN FOREIGN CURRENCY
		Export Earnings	451.025	581.456	753.002
	Earnings Per Share (Rs.)		(17.60)	(34.28)	0.27

KEY RATIOS

PARTICULARS		31.03.2011 [12^th Months]	31.03.2010 [16^th Months]	30.09.2008
Net Profit Margin (PBT/Sales)	(%)	(7.88)	(15.54)	1.55
Return on Total Assets (PBT/Total Assets}	(%)	(12.45)	(24.89)	2.32
Return on Investment (ROI) (PBT/Networth)		(1.58)	(1.43)	0.09
Debt Equity Ratio (Total Liability/Networth)		13.06	5.25	3.06
Current Ratio (Current Asset/Current Liability)		1.19	1.10	1.25

LOCAL AGENCY FURTHER INFORMATION

PERFORMANCE OF THE COMPANY:

During the year the Company achieved a turnover of Rs. 1450.372 Millions which includes the professional income of Rs. 1408.660 Millions. The Company recorded a loss of Rs. 103.825 Millions.

BANKERS CHARGES REPORT AS PER REGISTRY

This form is for	Modification of charge
Charge identification number of the modified	10235660
Corporate identity number of the company	U74140MH1994PTC077060
Name of the company	KPMG INDIA PRIVATE LIMITED
Address of the registered office or of the principal place of business in India of the company	1^stFloor, Lodha Excellus, Apollo Mills Compound, N.M. Joshi Marg, Mahalaxmi, Mumbai-400011, Maharashtra, India
Type of charge	Book Debts Movable Property [not being pledge] Others
Particular of charge holder	Kotak Mahindra Bank Limited, 36-38A, Nariman Bhavan, 227-D, Nariman Point, Mumbai-400021, Maharashtra, India
Email	kaustubh.padwal@kotak.com
Nature of description of the instrument creating or modifying the charge	Supplemental Deed of Hypothecation.
Date of instrument Creating the charge	15.07.2011
Amount secured by the charge	Rs.210.000 Millions
Brief particulars of the principal terms an conditions and extent and operation of the charge	Rate of Interest As per Bank's Sanction Letter Terms of Repayment As per Bank's Sanction Letter Extent and Operation of the charge First and exclusive Charge by way of Hypothecation of Current assets and Movable fixed assets both present and future of the Borrower, in favour of Kotak Mahindra Bank to secure the financial facilities granted by the Bank to the Borrower.
Short particulars of the property charged	The whole of the Borrower's Current assets and Moveable fixed assets.
Particulars of the present modification	Bank had granted facilities of Rs.100.000 Millions to the Borrower which was secured by way of Hypothecation on Current assets and Moveable fixed assets of the company on 14/06/2010. Now bank has granted additional facility of Rs.110.000 Millions to the company and the said charge is modified and extended to the increased total facility of Rs.210.000 Millions.

FIXED ASSETS:

· Office Equipments

· Computer Equipments

· Books Periodicals

· Plant and Machinery

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.50.92
UK Pound	1	Rs.81.21
Euro	1	Rs.67.85

SCORE & RATING EXPLANATIONS

SCORE FACTORS	RANGE	POINTS
HISTORY	1~10	5
PAID-UP CAPITAL	1~10	3
OPERATING SCALE	1~10	4
FINANCIAL CONDITION
--BUSINESS SCALE	1~10	4
--PROFITABILIRY	1~10	-
--LIQUIDITY	1~10	4
--LEVERAGE	1~10	4
--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		30

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.