MIRA INFORM REPORT

Report Date :

25.01.2013

IDENTIFICATION DETAILS

Name :	COMMTEL NETWORKS PRIVATE LIMITED (w.e.f. 25.02.2002)
Formerly Known As :	COMMTEL DEDICATED NETWORK SOLUTIONS (INDIA) PRIVATE LIMITED
Registered Office :	23 White Castle, 34-35, Union Park, Sion-Trombe Road, Chembur, Mumbai - 400071, Maharashtra
Country :	India
Financials (as on) :	31.03.2012
Date of Incorporation :	31.07.1998
Com. Reg. No.:	11-116062
Capital Investment / Paid-up Capital :	Rs. 19.539 Millions
CIN No.: [Company Identification No.]	U32201MH1998PTC116062
TAN No.: [Tax Deduction & Collection Account No.]	MUMC10355C
PAN No.: [Permanent Account No.]	AAACC8966G
Legal Form :	Private Limited Liability Company
Line of Business :	Trader and Dealer of Telecommunication Equipments, Components and Accessories.
No. of Employees :	170 (Approximately)

RATING & COMMENTS

MIRA’s Rating :

B (39)

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

Maximum Credit Limit :	USD 557000
Status :	Moderate
Payment Behaviour :	Slow but correct
Litigation :	Clear
Comments :	Subject is an established company having a moderate track record. The company has incurred loss from its operation during 2012. However, trade relations are reported as fair. Business is active. Payment terms are slow but correct. The company can be considered for business dealings with some caution. Profit and Loss Account for the current year i.e.2012 is not available.

NOTES :

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

INDIAN ECONOMIC OVERVIEW

India is developing into an open-market economy, yet traces of its past autarkic policies remain. Economic liberalization, including industrial deregulation, privatization of state-owned enterprises, and reduced controls on foreign trade and investment, began in the early 1990s and has served to accelerate the country's growth, which has averaged more than 7% per year since 1997. India's diverse economy encompasses traditional village farming, modern agriculture, handicrafts, a wide range of modern industries, and a multitude of services. Slightly more than half of the work force is in agriculture, but services are the major source of economic growth, accounting for more than half of India's output, with only one-third of its labor force. India has capitalized on its large educated English-speaking population to become a major exporter of information technology services and software workers. In 2010, the Indian economy rebounded robustly from the global financial crisis - in large part because of strong domestic demand - and growth exceeded 8% year-on-year in real terms. However, India's economic growth in 2011 slowed because of persistently high inflation and interest rates and little progress on economic reforms. High international crude prices have exacerbated the government's fuel subsidy expenditures contributing to a higher fiscal deficit, and a worsening current account deficit. Little economic reform took place in 2011 largely due to corruption scandals that have slowed legislative work. India's medium-term growth outlook is positive due to a young population and corresponding low dependency ratio, healthy savings and investment rates, and increasing integration into the global economy. India has many long-term challenges that it has not yet fully addressed, including widespread poverty, inadequate physical and social infrastructure, limited non-agricultural employment opportunities, scarce access to quality basic and higher education, and accommodating rural-to-urban migration.

Source : CIA

RBI DEFAULTERS’ LIST STATUS

Subject’s name is not enlisted as a defaulter in the publicly available RBI Defaulters’ list.

EPF (Employee Provident Fund) DEFAULTERS’ LIST STATUS

Subject’s name is not enlisted as a defaulter in the publicly available EPF (Employee Provident Fund) Defaulters’ list as of 31-03-2012.

INFORMATION PARTED BY

Name :	Mr. Santakumar
Designation :	Accounts Manager
Contact No.:	91-22-25201210
Date :	24.01.2013

LOCATIONS

Registered Office :	23 White Castle, 34-35, Union Park, Sion-Trombe Road, Chembur, Mumbai - 400071, Maharashtra, India
Tel. No.:	91-22-25201210/ 61414000
Fax No.:	91-22-25201220/ 30
E-Mail :	info@commtelnetworks.com sales@commtelnetworks.com skumar@commtelnetworks.com
Website :	http://www.commtelnetworks.com
Area :	1000 sq. ft.
Location:	Owned
Convergence Centre :	RICC, B 3 and B 4, Incubation Centre, Plot No. Gen-2/1/B, D Block, MIDC TTC, Juinagar, Navi Mumbai - 400701, Maharashtra, India
Tel. No.:	91-22-67734100/ 25201210
Fax No.:	91-22-67734141/ 25201220
International Office :	Sharjah, U.A.E. P6-048, Saif-Zone, P.O. Box 120988, Sharjah, United Arab Emirates Tel. No.: 971 6 5573038 Fax No.: 971 6 5573039 United States of America Park Ten Energy Corridor 1400 Broadfield Boulevard, Suite 200 PMB 16 Houston, Texas 77084, USA Tel. No.: 1 972 672 7140
Regional Office :	Located at: v New Delhi v Vadodara v Kolkata

DIRECTORS

AS ON 29.09.2012

Name :	Mr. Shriprakash Ramshringar Pandey
Designation :	Chairman cum Managing director
Address :	101, Onyx, Plot No. 36, Union Park, Chembur, Mumbai - 400071, Maharashtra, India
Date of Birth/Age :	19.10.1969
Date of Appointment :	31.07.1998
DIN No.:	00032655
Name :	Mr. Satish Govindan Kutty Pookulangara
Designation :	Director
Address :	A/15, Munjal Nagar No. 2, Chembur, Mumbai - 400089, Maharashtra, India
Date of Birth/Age :	21.01.1968
Date of Appointment :	15.01.2006
DIN No.:	00032327
Name :	Mr. Dinesh Ramshringar Pandey
Designation :	Director
Address :	101, Onyx, Plot No. 36, Union Park, Chembur, Mumbai - 400071, Maharashtra, India
Date of Birth/Age :	06.04.1974
Date of Appointment :	02.08.2001
DIN No.:	00032707
Name :	Mr. Robert Harry Green
Designation :	Director
Address :	39, Mel Rof Dirve, Kilmore, Victoria, Australia
Date of Birth/Age :	21.12.1960
Date of Appointment :	31.07.1998
DIN No.:	02300447

KEY EXECUTIVES

Name :	Mr. Santakumar
Designation :	Accounts Manager

MAJOR SHAREHOLDERS / SHAREHOLDING PATTERN

AS ON 29.09.2012

Names of Equity Shareholders	No. of Shares
Shriprakash Ramshringar Pandey	1424100
Saseendran R. K.	110000
Satish Govindan Kutty Pookulangara	319750
Total	1853850

Names of Preference Shareholders	No. of Shares
Satish Govindan Kutty Pookulangara	100000
Total	100000

AS ON 29.09.2012

Equity Share Breakup	Percentage of Holding
Category
Directors or relatives of directors	94.07
Other top fifty shareholders	5.93
Total	100.00

BUSINESS DETAILS

Line of Business :

Trader and Dealer of Telecommunication Equipments, Components and Accessories.

Products :

ITC Code	Product Descriptions
8517	Telecommunication Equipment and Services.

Terms :

Selling :

Cash and Credit

Purchasing :

Cash and Credit

GENERAL INFORMATION

Suppliers :

v Nokia India Limited

Customers :

Retailers

No. of Employees :

170 (Approximately)

Bankers :

v Citibank N.A, Trent House, 2^nd Floor, G Block, Plot No. C60, Bandra Kurla Complex, Bandra (East), Mumbai - 400051, Maharashtra, India (Tel No.: 91-22-26532306)

v Standard Chartered Bank, SME Credit, 23-25, M G Road, Fort, Mumbai - 400001, Maharashtra, India

v Standard Chartered Bank, SME Credit, Crescenzo, 3A/F, Plot No. C-38 and 39, G Block, Bandra Kurla Complex, Bandra (East), Mumbai - 400051, Maharashtra, India

v Small Industries Development Bank of India, SIDBI Tower, 15, Ashok Marg, Lucknow - 226001, Uttar Pradesh, India

Facilities :

Secured Loans	31.03.2012	31.03.2011
	(Rs. In Millions)
Term Loan from Bank (Secured by hypothecation of vehicles, mortgage of Staff Quarters and personal guarantee of director. Term Loan includes loan from SIDBI which is secured by Subservient charge on all movable and immovable assets of the company Repayable in monthly equal instalments as per terms set out in respective sanction letters.)	46.801	1.253
Cash Credit Account with Banks (Secured by a pari passu charge with Citibank and Standard Chartered Bank on present and future stocks, book Debts and deposit with bank and personal guarantee by directors.)	90.278	94.703
Foreign Currency Loans-Buyers Credit (Secured by a pari passu charge with Citibank and Standard Chartered Bank on present and future stocks, book Debts and deposit with bank and personal guarantee by directors. Buyers Credit includes Rs. 0.718 Million being amount of exchange loss on restatement as at 31.03.2012.)	41.477	0.000
Total	178.556	95.956

Banking Relations :	--
Auditors :
Name :	S. M. Bajaj and Company Chartered Accountants
Address :	B-10, Arya Satya, Ramchandra Nagar, Off Manpada Road, Dombivli (East), Mumbai – 421201, Maharashtra, India
Income-tax PAN of auditor or auditor's firm :	AABPB2285R
Associates/Subsidiaries :	v Commtel Networks (FZC) v Commtel Technix Private Limited [U32103MH2011PTC212785]
Concerns in which key management personnel or relatives thereof have controlling interest:	v Commtel Mediaworks Private Limited v United Commtel LLC

CAPITAL STRUCTURE

AS ON 31.03.2012

Authorised Capital :

No. of Shares	Type	Value	Amount
1900000	Equity Shares	Rs. 10/- each	Rs. 19.000 Millions
100000	Preference Shares	Rs. 10/- each	Rs. 1.000 Million
	Total		Rs. 20.000 Millions

Issued, Subscribed & Paid-up Capital :

No. of Shares	Type	Value	Amount
1853850	Equity Shares	Rs. 10/- each	Rs. 18.539 Millions
100000	Preference Shares	Rs. 10/- each	Rs. 1.000 Million
	Total		Rs. 19.539 Millions

FINANCIAL DATA

[all figures are in Rupees Millions]

ABRIDGED BALANCE SHEET

SOURCES OF FUNDS		31.03.2012	31.03.2011	31.03.2010
SHAREHOLDERS FUNDS
1] Share Capital		19.539	16.845	15.758
2] Share Application Money		0.000	0.000	0.000
3] Reserves & Surplus		119.802	123.213	81.220
4] (Accumulated Losses)		0.000	0.000	0.000
NETWORTH		139.341	140.058	96.978
LOAN FUNDS
1] Secured Loans		178.556	95.956	91.578
2] Unsecured Loans		12.456	36.530	0.000
TOTAL BORROWING		191.012	132.486	91.578
DEFERRED TAX LIABILITIES		35.442	22.791	18.652
TOTAL		365.795	295.335	207.208
APPLICATION OF FUNDS
FIXED ASSETS [Net Block]		67.625	37.410	38.916
Capital work-in-progress		0.000	11.974	4.020
INVESTMENT		1.862	57.852	1.705
DEFERRED TAX ASSETS		0.000	0.000	0.000
CURRENT ASSETS, LOANS & ADVANCES
	Inventories	105.073	46.176	40.510
	Sundry Debtors	278.316	242.414	118.263
	Cash & Bank Balances	30.578	20.056	16.467
	Other Current Assets	4.293	2.186	0.000
	Loans & Advances	33.256	15.122	18.346
Total Current Assets		451.516	325.954	193.586
Less : CURRENT LIABILITIES & PROVISIONS
	Sundry Creditors	109.177	98.152	14.003
	Other Current Liabilities	44.648	31.527	12.940
	Provisions	1.383	8.176	4.076
Total Current Liabilities		155.208	137.855	31.019
Net Current Assets		296.308	188.099	162.567
MISCELLANEOUS EXPENSES		0.000	0.000	0.000
TOTAL		365.795	295.335	207.208

PROFIT & LOSS ACCOUNT

	PARTICULARS		31.03.2012	31.03.2011	31.03.2010
	REVENUE FROM OPERATIONS		670.000 (Approximately)	473.928	310.253
	EXPENSES
		TOTAL	N.A.	N.A.	N.A.
	PROFIT BEFORE INTEREST, TAX, DEPRECIATION AND AMORTISATION			67.279	42.928
	PROFIT BEFORE TAX			45.024	26.840
Less	TAX			9.900	3.200
	PROFIT AFTER TAX			35.124	23.640
Less	APPROPRIATIONS
		Transfer to General Reserve		20.000	4.890
	EARNINGS IN FOREIGN CURRENCY
		Project and other services		2.792	16.932
		Value of exports (FOB)		6.790	17.471
		Recovery of expenses / charges		0.000	6.549
	TOTAL EARNINGS			9.582	40.952
	IMPORTS
		Trading Goods		122.093	47.064
	Earnings Per Share (Rs.)			19.18	11.27

Expected Sales (2012-2013): Rs. 700.000 Millions

The above information has been parted by Mr. Santakumar (Accounts Manager)

KEY RATIOS

PARTICULARS		31.03.2012	31.03.2011	31.03.2010
Net Profit Margin (PBT/Sales)	(%)	N.A.	9.50	8.65
Return on Total Assets (PBT/Total Assets}	(%)	N.A.	12.39	11.54
Return on Investment (ROI) (PBT/Networth)		N.A.	0.32	0.28
Debt Equity Ratio (Total Liability/Networth)		2.48	1.93	1.26
Current Ratio (Current Asset/Current Liability)		2.91	2.36	6.24

LOCAL AGENCY FURTHER INFORMATION

SUNDRY CREDITORS DETAILS:

Particulars	31.03.2012	31.03.2011	31.03.2010
	(Rs. In Millions)
Due to small scale industrial undertaking	0.000	0.000	0.000
Due to others	109.023	97.653	14.003
Due to related parties	0.154	0.499	0.000
Trade Payables	109.177	98.152	14.003

Sr. No.	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	Yes
10]	Designation of contact person	Yes
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	Yes
15]	Capital in the business	Yes
16]	Details of sister concerns	Yes
17]	Major suppliers	Yes
18]	Major customers	No
19]	Payments terms	Yes
20]	Export / Import details (if applicable)	No
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
31]	Date of Birth of Proprietor/Partner/Director, if available	Yes
32]	PAN of Proprietor/Partner/Director, if available	No
33]	Voter ID No of Proprietor/Partner/Director, if available	No
34]	External Agency Rating, if available	No

UNSECURED LOANS

Unsecured Loans	31.03.2012	31.03.2011
	(Rs. In Millions)
Term Loan from Banks	9.394	10.830
Related Party	3.062	25.700
Total	12.456	36.530
Note: Term loan from Banks repayable in monthly equal instalments as per terms set out in sanction letter. Loan obtained from related party is on long term basis.

BANKERS CHARGES REPORT AS PER REGISTRY

Corporate identity number of the company	U32201MH1998PTC116062
Name of the company	COMMTEL NETWORKS PRIVATE LIMITED
Address of the registered office or of the principal place of business in India of the company	23 White Castle, 34-35, Union Park, Sion-Trombe Road, Chembur, Mumbai - 400071, Maharashtra, India Email: info@commtelnetworks.com
This form is for	Modification of charge
Charge identification number of the modified	80047347
Type of charge	Book debts Movable property (not being pledge) Floating charge
Particular of charge holder	Citibank N.A, Trent House, 2^nd Floor, G Block, Plot No. C60, Bandra Kurla Complex, Bandra (East), Mumbai - 400051, Maharashtra, India Email: vlaxman@vsnl.com
Nature of description of the instrument creating or modifying the charge	Deed of Modification.
Date of instrument Creating the charge	03.01.2012
Amount secured by the charge	240.000 Millions
Brief particulars of the principal terms an conditions and extent and operation of the charge	Rate of Interest Interest to be charged at such rate/s as may be determined by the Bank from time to time. Terms of Repayment On demand. Margin As may be stipulated by the Bank from time to time. Extent and Operation of the charge The Current Assets to the Bank more particularly described in item No.15 below hypothecated by way of first exclusive charge, as security for the repayment of Rs.240.000 Millions, together with all interest, liquidated damages, premia on prepayment or on redemption, costs, charges and other expenses payable by the Company to the Bank. Others The charge created in favour of Citi Bank shall rank first pari passu with the charge/s created in favour of The Standard Chartered Bank.
Short particulars of the property charged	Hypothecation by way of first Pari passu charge on Current Assets of the Borrower both present and future.
Date of Modification	03.08.2010
Particulars of the present modification	The charge shall now stand increased from Rs.165.000 Millions to Rs. 240.000 Millions in favour of Citibank N.A. ranking first pari passu with Standard Chartered Bank.

TRADE REFERENCES:

v Nokia India Limited

FIXED ASSETS:

v Staff Quarters

v Test Equipments

v Computers and Printers

v Computer Software

v Epbax and Telephone Instruments

v Office Equipments

v Vehicles

v Furniture and Fixtures

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 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 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. 53.85
UK Pound	1	Rs. 85.26
Euro	1	Rs. 71.72

INFORMATION DETAILS

Information Gathered by :	PJA
Report Prepared by :	BVA

SCORE & RATING EXPLANATIONS

SCORE FACTORS	RANGE	POINTS
HISTORY	1~10	4
PAID-UP CAPITAL	1~10	4
OPERATING SCALE	1~10	6
FINANCIAL CONDITION
--BUSINESS SCALE	1~10	6
--PROFITABILIRY	1~10	2
--LIQUIDITY	1~10	4
--LEVERAGE	1~10	4
--RESERVES	1~10	4
--CREDIT LINES	1~10	5
--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		39

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.