MIRA INFORM REPORT

Report Date :

03.06.2013

IDENTIFICATION DETAILS

Name :	CENTUM ELECTRONICS LIMITED
Registered Office :	44, KHB Industrial Area, Yelahanka, Bangalore – 560064, Karnataka
Country :	India
Financials (as on) :	31.03.2012
Date of Incorporation :	08.01.1993
Com. Reg. No.:	08-013869
Capital Investment / Paid-up Capital :	Rs.123.652 Millions
CIN No.: [Company Identification No.]	L85110KA1993PLC013869
TAN No.: [Tax Deduction & Collection Account No.]	BLRC00813B
PAN No.: [Permanent Account No.]	AAACC7369P
Legal Form :	A Public Limited Liability Company. The Company’s Shares are Listed on the Stock Exchange.
Line of Business :	Manufacturer and Exporter of Electronic Products.
No. of Employees :	700 [Approximately]

RATING & COMMENTS

MIRA’s Rating :

Ba (54)

RATING		STATUS	PROPOSED CREDIT LINE
41-55	Ba	Overall operation is considered normal. Capable to meet normal commitments.	Satisfactory

Maximum Credit Limit :	USD 3200000
Status :	Good
Payment Behaviour :	Regular
Litigation :	Clear
Comments :	Subject is a part of the Centum Group. It is a well established company having good track record. Trade relations are reported as trustworthy. Business is active. Payments are reported to be regular and as per commitments. The company can be considered good for business dealings at usual 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.

ECGC Country Risk Classification List – June 30, 2012

Country Name	Previous Rating (31.03.2012)	Current Rating (30.06.2012)
India	A1	A1

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

EXTERNAL AGENCY RATING

Rating Agency Name	CRISIL
Rating	BBB+ (Long Term Rating)
Rating Explanation	Moderate degree of safety and moderate credit risk.
Date	27.09.2012

Rating Agency Name	CRISIL
Rating	A2 (Short Term Rating)
Rating Explanation	Strong degree of safety and low credit risk.
Date	27.09.2012

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.

LOCATIONS

Registered Office/ Factory :	44, KHB Industrial Area, Yelahanka, Bangalore-560064, Karnataka, India
Tel. No.:	91-80-28462062
Fax No.:	91-80-28462861
E-Mail :	desikanks@centumelectronics.com ramua@centumelectronics.com
Website :	http://www.centumindia.com

DIRECTORS

AS ON 31.03.2012

Name :	Mr. Apparao V Mallavarapu
Designation :	Managing Director
Name :	Mr. S. Krishnan
Designation :	Director
Name :	Dr. P. Rama Rao
Designation :	Director
Name :	Mr. Manoj Nagrath
Designation :	Director
Name :	Mr. Rajiv C Mody
Designation :	Director
Name :	Mr. Manny Marimuthu
Designation :	Director

KEY EXECUTIVES

Name :	Mr. K S Desikan
Designation :	Chief Financial Officer (CFO)
Name :	Mr. Ramu Akkili
Designation :	Company Secretary

MAJOR SHAREHOLDERS / SHAREHOLDING PATTERN

AS ON 31.03.2013

Category of Shareholder	No. of Shares	% of No. of Shares
(A) Shareholding of Promoter and Promoter Group
(1) Indian
Individuals / Hindu Undivided Family	7563778	61.17
Sub Total	7563778	61.17
(2) Foreign
Total shareholding of Promoter and Promoter Group (A)	7563778	61.17
(B) Public Shareholding
(1) Institutions
Mutual Funds / UTI	83	0.00
Financial Institutions / Banks	166	0.00
Foreign Institutional Investors	833	0.01
Sub Total	1082	0.01
(2) Non-Institutions
Bodies Corporate	566701	4.58
Individuals
Individual shareholders holding nominal share capital up to Rs. 0.100 Million	1728694	13.98
Individual shareholders holding nominal share capital in excess of Rs. 0.100 Million	2483457	20.08
Any Others (Specify)	21471	0.17
Non Resident Indians	21441	0.17
Clearing Members	30	0.00
Sub Total	4800323	38.82
Total Public shareholding (B)	4801405	38.83
Total (A)+(B)	12,365,183	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)	12,365,183	-

BUSINESS DETAILS

Line of Business :

Manufacturer and Exporter of Electronic Products.

Products :

Product Description	Item Code
Hybrid Micro Circuit-Active and Passive	85424000
Printed Circuit Board Assembly	85170000

PRODUCTION STATUS (AS ON : 31.03.2011)

Particulars	Unit	Actual Production
Modules	In Numbers	213977
Electronic Manufacturing Services – Printed	In Numbers	--
Circuit Board Assembly	In Numbers	596351

GENERAL INFORMATION

No. of Employees :

700 [Approximately]

Bankers :

• State Bank of India - Specialised Mid-Corporate Branch, Kumarapark West, Bangalore
• Citibank N.A., M.G. Road, Bangalore, Karnataka, India

Facilities :

Secured Loan	Rs. In Millions 31.03.2012	Rs. In Millions 31.03.2011
Term loans
- From others	3.693	0.000
Long-term maturities of finance lease obligations	0.299	0.000
Short term loans from banks
- Cash credit	77.978	172.986
- Packing credit	275.197	206.188
TOTAL	357.167	379.174
NOTES: The term loan from others represents vehicle loan taken from a non banking financial institution and secured by vehicle of the company. The term loan carries an interest rate of 10.45% per annum on the outstanding amount of the loan. The interest is payable monthly along with the principle repayment. The term loan from other is repayable in thirty five equal monthly installments commencing from 1 February 2012. Finance lease obligation is towards laptops and computers purchased on finance lease and secured by the leased assets. The finance lease obligation is repayable in twelve quarterly installments from the date of lease of the leased assets. There is no continuing default in repayment of the principal and interest amount. Cash credit from bank is secured by way of hypothecation on the inventories, book debts and other current assets of the company. Additionally it is secured by way of collateral charge on plant and machinery and an equitable mortgage of land. Packing credit from bank is secured by way of hypothecation of inventories, book debts and fixed assets (present and future) of the company. Additionally, it is secured by way of collateral charge on plant and machinery. There is no continuing default in the repayment of the principal and interest amounts.

Banking Relations :	--
Statutory Auditors :
Name :	BSR and Company Chartered Accountants
Internal Auditors:
Name :	Ernst and Young Private Limited
Subsidiaries :	Centum Rakon India Private Limited
Other related parties where transactions have taken place during the year Parties under common control :	Centum Industries Private Limited

CAPITAL STRUCTURE

AS ON 31.03.2012

Authorised Capital :

No. of Shares	Type	Value	Amount
15500000	Equity Shares	Rs.10/- each	Rs. 155.000 Millions

Issued, Subscribed & Paid-up Capital :

No. of Shares	Type	Value	Amount
12365183	Equity Shares	Rs.10/- each	Rs. 123.652 Millions

NOTES:

Out of the above, 4,933,333 equity shares of Rs 10 each, have been issued for consideration other than cash pursuant to amalgamation of Solectron EMS India Limited with the company effective 1 April 2009.

Reconciliation of equity shares outstanding at the beginning and at the end of the reporting period

PARTICULARS	31.03.2012
	NUMBER	RS. IN MILLIONS
Number and value of shares at the beginning of the year	12,348,233	123.482
Number of shares issued during the year	16,950	0.170
Number and value of shares outstanding at the end of the year	12,365,183	123.652

Details of shareholders holding more than 5% shares in the company

NAME OF THE SHAREHOLDER	31.03.2012
	NUMBER	% OF HOLDINGS
Apparao V Mallavarapu	6,604,715	53.41%

The company has only one class of share referred to as equity share having par value of Rs 10. Each holder of the equity share, as reflected in the of the Company, is entitled to one vote in respect of each share held for all matters submitted to vote in the shareholders' meeting.

The Company declares and pays dividends in Indian rupees. The dividend proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting.

During the year ended 31 March 2012, the amount of per share dividend recognized as distributions to equity shareholders was Re 1 (previous year: Re 1). The total dividend appropriation for the year ended 31 March 2012 amounted to Rs 14.371 Millions (previous year: Rs 14.399 Millions) including corporate dividend tax of Rs 2.006 Millions (previous year: Rs 2.051 Millions).

In the event of liquidation of the Company, the holders of equity shares will be entitled to receive any of the remaining assets of the Company after distribution of all preferential amounts. The distribution will be in proportion to the number of equity shares held by the shareholders.

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		123.652	123.482	74.000
2] Share Capital to be Issued Pursuant to Amalgamation		0.000	0.000	49.333
3] Reserves & Surplus		698.943	660.682	640.890
4] (Accumulated Losses)		0.000	0.000	0.000
NETWORTH		822.595	784.164	764.223
LOAN FUNDS
1] Secured Loans		357.167	379.174	265.012
2] Unsecured Loans		0.000	0.000	0.000
TOTAL BORROWING		357.167	379.174	265.012
DEFERRED TAX LIABILITIES		0.000	1.777	0.000
TOTAL		1179.762	1165.115	1029.235
APPLICATION OF FUNDS
FIXED ASSETS [Net Block]		292.991	332.764	372.046
Capital work-in-progress		0.000	0.000	16.488
INVESTMENT		28.560	28.560	28.560
DEFERREX TAX ASSETS		10.119	0.000	0.524
OTHER NON CURRENT ASSETS		48.634	18.273	0.000
CURRENT ASSETS, LOANS & ADVANCES
	Inventories	357.749	481.398	411.227
	Sundry Debtors	591.947	460.614	290.031
	Cash & Bank Balances	7.997	14.578	43.888
	Other Current Assets	0.000	0.000	0.000
	Loans & Advances	231.014	269.550	229.878
Total Current Assets		1188.707	1226.140	975.024
Less : CURRENT LIABILITIES & PROVISIONS
	Sundry Creditors	191.170	258.934	287.647
	Other Current Liabilities	135.565	128.583	34.841
	Provisions	62.514	53.105	40.919
Total Current Liabilities		389.249	440.622	363.407
Net Current Assets		799.458	785.518	611.617
MISCELLANEOUS EXPENSES		0.000	0.000	0.000
TOTAL		1179.762	1165.115	1029.235

PROFIT & LOSS ACCOUNT

	PARTICULARS		31.03.2012	31.03.2011	31.03.2010
	SALES
		Revenue from Operations	1811.030	1869.291	980.528
		Service Income	0.000	0.000	89.725
		Other Income	14.970	23.167	38.748
		TOTAL (A)	1826.000	1892.458	1109.001
Less	EXPENSES
		Cost of materials consumed	1182.428	1371.395	726.083
		Personnel Costs	0.000	0.000	131.554
		Employee benefits expense	244.629	204.434	0.000
		Other expenses	173.501	178.777	135.132
		Provision for stamp duty on merger	0.000	7.379	11.174
		Changes in inventories of work-in-progress	40.154	(42.982)	0.000
		TOTAL (B)	1640.712	1719.003	1003.943
Less	PROFIT BEFORE INTEREST, TAX, DEPRECIATION AND AMORTISATION (A-B) (C)		185.288	173.455	105.058
Less	FINANCIAL EXPENSES (D)		33.842	33.741	26.628
	PROFIT BEFORE TAX, DEPRECIATION AND AMORTISATION (C-D) (E)		151.446	139.714	78.430
Less/ Add	DEPRECIATION/ AMORTISATION (F)		74.657	74.043	75.280
	PROFIT BEFORE TAX (E-F) (G)		76.789	65.671	3.150
Less	TAX (H)		24.523	31.801	6.282
	PROFIT AFTER TAX (G-H) (I)		52.266	33.870	(3.132)
Add	PREVIOUS YEARS’ BALANCE BROUGHT FORWARD		NA	231.120	248.682
Less	APPROPRIATIONS
		Proposed Final Dividend	NA	12.348	12.333
		Corporate Dividend Tax	NA	2.051	2.097
	BALANCE CARRIED TO THE B/S		NA	250.591	231.120
	EARNINGS IN FOREIGN CURRENCY
		Sale of Manufactured Goods	1422.317	1146.195	561.696
		Service Income	0.000	0.996	1.465
	TOTAL EARNINGS		1422.317	1147.191	563.161
	IMPORTS
		Raw Materials	1093.622	1173.200	638.056
		Stores & Spares	0.028	0.029	0.409
		Capital Goods	4.929	18.743	11.375
	TOTAL IMPORTS		1098.579	1191.972	649.840
	Earnings Per Share (Rs.)		4.23	2.74	(0.25)

QUARTERLY RESULTS

PARTICULARS	30.06.2012	30.09.2012	31.12.2012	31.03.2013
	1^st Quarter	2^nd Quarter	3^rd Quarter	4^th Quarter
Net Sales	361.580	402.100	474.100	569.700
Total Expenditure	365.210	504.000	444.500	491.200
PBIDT (Excl OI)	(3.630)	(101.900)	29.500	78.500
Other Income	4.110	4.400	5.000	12.000
Operating Profit	0.480	(97.500)	34.500	90.500
Interest	6.460	8.100	9.300	7.000
Exceptional Items	0.000	0.000	0.000	0.000
PBDT	(5.980)	(105.600)	25.200	83.500
Depreciation	18.990	19.100	19.200	18.500
Profit Before Tax	(24.970)	(124.700)	6.000	65.000
Tax	(2.060)	12.200	0.000	(31.300)
Provisions and contingencies	0.000	0.000	0.000	0.000
Profit After Tax	(22.910)	(136.900)	6.000	96.300
Extraordinary Items	0.000	0.000	0.000	0.000
Prior Period Expenses	0.000	0.000	0.000	0.000
Other Adjustments	0.000	0.000	0.000	0.000
Net Profit	(22.910)	(136.900)	6.000	96.300

KEY RATIOS

PARTICULARS		31.03.2012	31.03.2011	31.03.2010
PAT / Total Income	(%)	2.86	1.79	(0.28)
Net Profit Margin (PBT/Sales)	(%)	4.24	3.51	0.32
Return on Total Assets (PBT/Total Assets}	(%)	5.15	4.21	0.23
Return on Investment (ROI) (PBT/Networth)		0.09	0.08	0.00
Debt Equity Ratio (Total Debt/Networth)		0.43	0.48	0.35
Current Ratio (Current Asset/Current Liability)		3.05	2.78	2.68

LOCAL AGENCY FURTHER INFORMATION

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	No
5]	Type of Business	Yes
6]	Line of Business	Yes
7]	Promoter's background	No
8]	No. of employees	Yes
9]	Name of person contacted	No
10]	Designation of contact person	No
11]	Turnover of firm for last three years	Yes
12]	Profitability for last three years	Yes
13]	Reasons for variation <> 20%	-----
14]	Estimation for coming financial year	No
15]	Capital in the business	Yes
16]	Details of sister concerns	Yes
17]	Major suppliers	No
18]	Major customers	No
19]	Payments terms	No
20]	Export / Import details (if applicable)	Yes
21]	Market information	-----
22]	Litigations that the firm / promoter involved in	-----
23]	Banking Details	Yes
24]	Banking facility details	Yes
25]	Conduct of the banking account	-----
26]	Buyer visit details	-----
27]	Financials, if provided	Yes
28]	Incorporation details, if applicable	Yes
29]	Last accounts filed at ROC	Yes
30]	Major Shareholders, if available	No
31]	Date of Birth of Proprietor/Partner/Director, if available	No
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	Yes

BACKGROUND

Subject was incorporated as a public limited company on 8 January 1993 and commenced commercial production in 1994.

The Company is primarily involved in

• Manufacture of Advanced Microelectronics Modules and Resistor Networks catering to the communications, military, aerospace and industrial electronics markets; and

• Manufacture of printed circuit board assembly (PCBA) and Repair and Return business catering to the automobile, communications and industrial electronics markets.

PERFORMANCE

During the current year of operations, the company has registered revenue of Rs. 1826.00 million and posted Profit before Taxes of Rs. 76.79 million.

During the year, the company received recognition for In-house R and D from the Department of Scientific and Industrial Research, Government of India. Also the company’s subsidiary, Centum Rakon India Private Limited received the same recognition for In-house R and D in the month of April 2012 from the above said authority.

SUBSIDIARY

During the Fourth full year of operations, Centum Rakon India Private Limited has registered revenue of Rs. 841.88 million and posted Profit before Taxes of Rs. 56.34 million.

FINANCIALS OF SUBSIDIARY COMPANY

The Board of Directors of the company, pursuant to Circular No: 51/12/2007-CL-III date February 8, 2011 issued by Ministry of Corporate Affairs, has opted by passing a resolution at its meeting held on 25 May 2012, for not attaching the balance sheet and other documents of the subsidiary, Centum Rakon India Private Limited.

However, the said documents shall be made available to shareholders of the Company and the subsidiary company seeking such information at any point of time. The annual accounts of the subsidiary company shall also be kept for inspection by any shareholders at the registered office of the Company at #44, KHB Industrial Area, Yelahanka New Town, Bangalore-560106. The Company shall furnish a hard copy of details of accounts of subsidiary to any shareholder on demand.

MANAGEMENT DISCUSSION AND ANALYSIS

COMPANY BACKGROUND

Subject designs, manufactures and also exports electronic products. These include subsystems, modules, box builds, besides complex electronic components.

Centum serves customers engaged in mission critical and enterprise solutions with advanced tailor-made technologies. These range from Strategic Electronics (Space, Defense and Aerospace) to Industrial, Communications, and Medical and Wellness applications.

Centum has been steadily increasing its product and service range, geographical reach and catering to increased

industry segments in its goal to expand its offerings and become the sophisticated one stop shop OEMs are seeking.

With extensive design and development expertise and leading edge enabling technologies, Centum is now the industry leader in India in electronics products and solutions.

The strategy over the years has been consistent and is based on high customer focus with competent people, state of the art technology and high quality products.

Centum’s vision is “To Create Value by contributing to the Success of its Customers, by providing best-in-class Electronics Design and Manufacturing Solutions in high technology areas”.

INDUSTRY STRUCTURE AND DEVELOPMENT

Broadly, the electronics industry is categorized under Consumer, Medical, Strategic electronics, Communications, Automotive and Industrial segments.

As a company we operate in Strategic Electronics, Communication, Industrial, Medical and industry segments.

STRATEGIC ELECTRONICS

1. DEFENSE

The Indian Defense Budget is increasing year on year both in terms of the total value and also as a percentage of the budget allocation itself. Of the total defense budget, the percentage of expenditure towards Capital head is increasing every year creating an even bigger opportunity for the defense market. Also studies show that Indian defense market is one of the most attractive defense markets in the world.

The Armed forces, till recently, procured their requirements either from direct imports or products developed by DRDO labs and productionized by defense PSUs or the Ordnance factories. Due to Government of India’s focus on self reliance, new opportunities are emerging.

To accelerate the process of self reliance, DRDO labs are partnering with private industries in designing new products and also willing to transfer technologies of complex products which hitherto they were partnering only with PSUs or Ordnance Factories.

Till recently, the indigenous defence manufacturing was restricted to Defense Public Sector Units and Ordnance Factories only. However, in the recent past, the Government is encouraging the private industry participation. Due to increasing requirements, the Defense PSUs and the Ordnance Factories are also actively working with the private industry to create new capacities and capabilities.

The Defense Procurement Policy (DPP) of Government of India has created a huge opportunity for Indian industries. Due to this policy the international suppliers of defense products to India are actively looking to procure from high quality companies in the defense segment to meet their offset obligations. Also in some cases, the DPP

calls for Buy and Make requirements, due to which many multinational companies are planning to manufacture the products in India either thro’ licensing agreement or joint ventures. Also, the latest DPP provides for offset credits for the technologies transferred (TOT) to Indian companies, which will encourage the foreign companies to transfer know how, thereby creating more opportunities to Indian companies.

2. SPACE

India has a space program which is very vibrant and successful. The Government of India has given the Indian Space Programme a special status and the budget allocation in the 11th Plan period is 300% higher than the 10th

Plan period.

The number of satellite launches by the Indian Space Agency has been increasing steadily in the last few years and ISRO plans to launch eight satellites per year in the near future. Until recently ISRO manufactured the systems and subsystems in-house or imported them. However, due to the increased requirements coupled with Government’s focus on self reliance ISRO, is actively involved in developing the private industry in meeting their increasing requirements.

COMMUNICATIONS

This market comprises of Terminal equipments such as the mobile phones, PDA, etc., and the infrastructure equipments such as Base Station, Transmission equipments, etc., Centum Rakon manufactures Frequency Control Products (FCP) to primarily cater to the infrastructure equipment companies. After consolidation in the past few years, this market is dominated by companies like Ericsson, Nokia Siemens, Alcatel – Lucent, Huawei, etc., Although the Telecom market worldwide is increasing, the market is highly competitive and companies are looking for high quality suppliers from the emerging countries to make their products competitive in the market place. They see this as a growing market for their FCP products.

INDUSTRIAL

This sector comprises of segments like Power, Process Automation, Instrumentation, Energy, etc., Industrial sector is one of the late entrants to the concept of outsourcing their electronic hardware compared to Telecom and IT sectors. This was due to the stringent quality requirements and long product lifecycles. The large multinationals in this industry segment are focusing on low cost countries like India for their outsourcing requirements due to the design, engineering and testing skills required to manufacture these products. This is growing market for our products and services.

They also see a trend of multinational companies starting green field projects or acquiring companies in India. To make their products competitive these Indian Units, are creating a supply chain eco system in the country.

BUSINESS OUTLOOK

STRATEGIC ELECTRONICS

The company has established itself as a major player in the Strategic Electronics arena. The strategy will be to continue to consolidate and grow this business thro’ innovation, design, technology, quality and overall competitiveness. Over the years, the company has designed and manufactured systems and modules for the Strategic Electronic industry by delivering advanced and complex products many of which are, for the first time by an Indian company.

• Their strategy for this business has been and will continue to co-develop new products with ISRO and DRDO Labs. The advantage of this approach is your company’s product will get designed in and will have good potential when the final product goes into production phase. In this initiative, they are already working with ISRO and DRDO labs on a few products. The risk of this strategy is, in case the project / program does not fructify for any reason, then the R and D effort may go waste.

• The other approach for this business is to indigenize products that are currently being imported and the advantage with this is that once the product is developed it immediately goes into production quantities. Here again, they are developing and have seen some excellent results. The risk of this strategy is, the incumbent overseas supplier may slash the price just to keep the competition out since the Government, of India procurement rules favour only the lowest bidder.

• The other opportunity in the strategic electronics is that of “off-set” and they see significant potential in this. They have already received a few orders for off-set and we hope to see this grow in the coming years.

INDUSTRIAL ELECTRONICS

The Company’s strategy for this market is to focus on high mix medium-to-low volume opportunities which need very high quality products and also have long product life cycles. This segment has very unique and demanding requirements. The company over the past many years has developed special processes, created specialized infrastructure and human resources and has strong domain knowledge to meet these requirements and make it as a very attractive supplier to the global OEMs. The Company is already well entrenched into this sector and seeing good growth rates from existing customers and also adding new customers both from within India and outside.

COMMUNICATIONS

The company’s subsidiary, Centum Rakon manufactures Frequency Control Products (FCP) a critical component in the Telecom Infrastrucutre business segment. The subsidiary has been delivering high quality products at competitive prices, because of which they are seeing a significant increase in the market share. Last year they started to manufacture the key component, “Crystal”, which was imported from Rakon till then. This development made the subsidiary even more competitive, thereby able to increase the market share significantly. The company is already one of the largest OCXO manufacturers in the world and they hope to further increase their position.

FINANCIAL CONDITION

RESULTS OF OPERATIONS

The business operation for 2011-12 resulted in the Company, achieving sales of Rs.1811.03 million as against Rs. 1869.29 million for 2010-11.

The Profit before tax for the year 2011-12 is Rs. 76.79 million as against Rs. 65.67 million for the year 2010-11.

The accompanying financial statements of Centum Electronics Limited are the responsibility of management and are approved by the Board of Directors of the company.

These financial statements have been prepared by management in conformity with Indian generally accepted accounting principles and includes amounts that are based on best estimates and judgments.

Management of the company in furtherance of the integrity and objectivity of data in the financial statements has developed and maintains systems of internal accounting controls. Management believes that the systems of internal accounting controls provide reasonable assurance that financial are reliable and form a proper basis for the preparation of the financial statements and that assets are properly accounted for and safeguarded.

The Board of Directors carries out its responsibility for the financial statements principally through its Audit Committee. The Audit Committee reviews the Company’s annual financial statements and formulates the appropriate recommendations to the Board of Directors. The Audit Committee has full access to the auditors appointed by the shareholders, with or without the management being present.

FIXED ASSETS

• Freehold Land
• Leasehold Improvements
• Building
• Plant and Machinery
• Electrical Installation
• Computer
• Office Equipments
• Furniture and Fixtures
• Vehicles
• Computer Software

STATEMENT OF STANDALONE AUDITED RESULTS FOR THE QUARTER ENDED 31^st MARCH 2013

(Rs. In Millions)

Sr. No.	Particular	Quarter Ended		Year Ended
		31.03.2013 (Audited)	31.12.2012 (Unaudited)	31.03.2013 (Audited)
1.	Income from Operations
	Net Sales	569.703	474.053	1807.455
	Other Operating Income	--	--	--
	Net Sales/Income from Operations	569.703	474.053	1807.455
2.	Expenditure
	Cost of Material Consumed	342.494	279.988	1243.936
	Change in Inventories of Finished Goods, Work-In-Progress and Stock In Trade	28.662	42.946	(37.815)
	Employee Benefits Expenses	75.413	67.970	284.375
	Depreciation and Amortization Expenses	18.532	19.194	75.819
	Other Expenses	44.636	53.607	191.875
	Bad Debts Written Off	0.000	0.000	113.307
	f) Total	509.737	463.705	1871.497
3.	Profit From Operations before Other Income, Interest and Exceptional Items (1-2)	59.966	10.348	(64.042)
4.	Other Income	12.028	4.959	16.655
5.	Profit Before Interest and Exceptional Items (3+4)	71.994	15.307	(47.387)
6.	Interest	7.004	9.338	31.303
7.	Profit After Interest but before Exceptional Items (5-6)	64.990	5.969	(78.690)
8.	Exceptional Items	--	--	--
9.	Profit from Ordinary Activities before Tax (7+8)	64.990	5.969	(78.690)
10.	Tax Expense
	a) Current tax	--	--	--
	b) Deferred tax	(31.273)	--	(21.155)
11.	Net Profit from Ordinary Activities after Tax (9-10)	96.263	5.969	(57.535)
12.	Extraordinary Item (net of expense)	--	--	--
13.	Net Profit for the period (11-12)	96.263	5.969	(57.535)
14.	Paid-up Equity Share Capital (Face Value of Rs.10/- Each)	123.652	123.652	123.652
15.	Reserves Excluding Revaluation Reserve	--	--	--
16.	Basic and Diluted Earning Per Share (EPS) (Rs.)-Not Annualised
	a) Basic and diluted EPS before extraordinary items	7.79	0.48	(4.65)
	b) Basic and diluted EPS after extraordinary items	7.75	0.48	(4.63)
17.	Public Shareholding
	-Number of Shares	4801405	4810004	4801405
	- Percentage of Shareholding	38.83%	38.90%	38.83%
18.	Promoters and Promoter Group Shareholding
	a) Pledged/Encumbered
	- Number of Shares	Nil	Nil	Nil
	- Percentage of Shares (as a % of the Total Shareholding of promoter and promoter group)	NA	NA	NA
	- Percentage of Shares (as a % of the Total Share Capital of the Company)	NA	NA	NA
	b) Non Encumbered
	- Number of Shares	7563778	7555179	7563778
	- Percentage of Shares (as a % of the Total Shareholding of Promoter and Promoter Group)	100%	100%	100%
	- Percentage of Shares (as a % of the Total Share Capital of the Company)	61.17%	61.10%	61.17%

STATEMENT OF ASSETS AND LIABILITIES IS GIVEN BELOW

(Rs. In Millions)

PARTICULARS	31.03.2013 AUDITED
Equity and liabilities
Shareholders' fund
Share capital	123.652
Reserve & surplus	641.147
Sub-total - Shareholders' funds	764.799
Non - current liabilities
Long term borrowings	1.686
Long term provisions	11.631
Sub-total - Non-current liabilities	13.317
Current liabilities
Short term borrowings	336.164
Trade payables	330.508
Other current liabilities	126.802
Short term provisions	27.579
Sub-total - Current liabilities	821.053
Total - Equity & Liabilities	1599.169
Assets
Non-current assets
Fixed assets	246.763
Non-current investment	28.560
Deferred tax assets	31.273
Long term loans & advances	100.045
Other non-current assets	22.853
Sub-total - Non-current Assets	429.494
Current assets
Inventories	469.182
Trade receivables	586.123
Cash & bank balances	33.000
Short term loans & advances	81.370
Sub-total - Current Assets	1169.675
Total – Assets	1599.169

NOTES

1. The above results were on record by the Board of Directors at their meeting held on 30 May 2013.

2. Figures for the three month ended 31^st March 2013 and 31^st March 2012 are balancing figure between audited figures in respect of full financial year and the published year to date figures up to previous quarter of the respective year. Also the figures up to the period ended 31^st December 2012 and 31^st December 2011 were only reviewed and not subjected to audit.

3. The company has written off debts amounting to Rs. 113.307 Millions during the current year ended 31^st March 2013 in relations in debts which are currently under litigation.

4. The company operated through two segments, Products and Electronic Manufacturing Services.

5. The number of investor complaints received, resolved and pending during the quarter are as follows:

Number of complaints pending at the beginning of the	Nil
Number of complaints received during the quarter	10
Number of complaints resolved during the quarter	10
Number of complaints pending at the end of the quarter	Nil

6. Previous periods figures have been regrouped and reclassified where ever necessary to confirm to current period’s presentation.

SEGMENT WISE REVENUE, RESULTS AND CAPITAL EMPLOYED

(Rs. In Millions)

Sl. No.	Particulars	Quarter Ended		Year Ended
		31.03.2013	31.12.2012	31.03.2013
		(Audited)	(Unaudited)	(Audited)
1	Segment Revenue
	Products	148.287	101.438	368.241
	Electronics Manufacturing Services	412.664	363.627	1403.532
	Unallocable	8.703	8.993	35.682
	Total	569.654	474.058	1807.455
	Less : Inter Segment Revenue (Net of Excise)	(0.049)	0.005	--
	Net Sales / Income from Operation	569.703	474.053	1807.455
2	Segment Results
	Products	51.679	21.627	67.855
	Electronics Manufacturing Services	15.579	(13.649)	(141.079)
	Total	67.258	7.978	(73.224)
	Less :Interest	7.004	9.338	31.303
	Less : Other Unallocable Expenses and Extra Ordinary Items	(4.736)	(7.329)	(25.837)
	Total Profit Before Tax	64.990	5.969	(78.690)
3	Capital Employed
	Products	285.554	158.964	285.554
	Electronics Manufacturing Services	280.221	299.623	280.221
	Unallocable	199.024	207.828	199.024
	Total	764.799	666.415	764.799

WEBSITE DETAILS:

BUSINESS DESCRIPTION:

Subject is engaged in the manufacturing of advanced microelectronics modules, frequency control products and resistor networks catering to the communications, military, aerospace and industrial electronics markets and also manufactures printed circuit board assembly (PCBA) and repair and return business catering to the automobile, communications and industrial electronics markets. The Company operates through two segments: Products segment and Services segment. Products segment comprises component business of modules. Services segment comprises electronic manufacturing services. Subject also designs and manufactures advanced electronics systems, subsystems and components. It designs and manufactures, including signal conditioners, multiplexers, relay drivers, power processing units, control electronics modules, sensor electronics modules and onboard computer hardware, including 1553 interfaces and data acquisition units. Subject also exports electronic products. For the nine months ended 31 December 2010, Subject revenues increased 76% to RS1.89B. Net income increased from RS87K to RS. 45.300 Millions. Total revenue reflects increase of net sales of the company and higher increase of other operating income. Net income benefited from higher increase of stock in trade and lower expenses. The company provides customers with product design, development and manufacturing solutions.

BOARD OF DIRECTORS:

Mr. S. Krishnan

Non-Executive and Independent Director

Mr. S. Krishnan is Non-Executive and Independent Director of Subject on September 11, 2007. Mr. S Krishnan is willing to act as a Director of the company, if so appointed and has consented for being appointed as a director of the company. Mr. Krishnan received his B. Tech from IIT, Madras and M.E. from IISC, Bangalore. He has experience of 33 years in the field of Microelectronics in Design, Engineering and Quality Assurance. Mr. S Krishnan holds 50 shares of the company.

Mr. Apparao V. Mallavarapu

Managing Director, Executive and Non Independent Director

Mr. Apparao V. Mallavarapu is Managing Director, Executive and Non Independent Director of Subject Mr. Mallavarapu promoted the Company in 1993 to manufacture Hybrid Micro Circuits. In 1997, he was instrumental in bringing the strategic alliance with C-Mac Industries of Canada. In 1999, he played the lead role in C-Mac Industries moving part of the Frequency Control Products (FCP) manufacturing to Centum. During the dot com / technology bust, when many companies folded and most of them incurred heavy losses, he quickly devised strategies to ensure the company stayed profitable even during the bad years.

Mr. Manny Marimuthu

Non-Executive and Non-Independent Director

Mr. Manny Marimuthu is Non-Executive and Non-Independent Director of Subject. Mr. Manny Marimuthu is willing to act as a Director of the company, if so appointed and has consented for being appointed as a director of the company. Mr. Manny Marimuthu is having experience around 15 years of experience in the field of Finance and in the areas of audit & reviews, corporate finance, mergers and acquisitions, financial restructuring. Presently he is Senior Vice President of Finance for Flextronics Asia. Mr. Manny Marimuthu does not hold any shares of the company. No Director other than Mr. Manny Marimuthu is in any way concerned or interested in the said resolution.

Mr. Rajiv C. Mody

Non-Executive and Independent Director

Mr. Rajiv C. Mody is Non-Executive and Independent Director of Subject. Mr. Rajiv C Mody is willing to act as a Director of the company, if so appointed and has consented for being appointed as a director of the company. Mr. Rajiv C Mody, is the Chairman and Managing Director and founder of Sasken Communication Technologies Ltd. (Sasken). The company was set up in the classical tradition of Silicon Valley startups, in a garage in Fremont, California. He qualified in electrical engineering degree from M.S. University, Baroda and Masters Degree in Computer Science from Polytechnic Institute of New York. He worked for Advanced Micro Devices, Seattle Tech Inc., and VLSI Technology Inc. in USA. At VLSI, Mr. Rajiv Mody was responsible for the design, development and integration of physical design tools for Gate-Array and Standard Cell Design Styles. He has co-authored a patent in the area of physical design and published a paper at the ICCAD conference. He has been with Sasken since inception. He has over 22 years of experience in the technology business. Mr. Rajiv Mody does not hold any shares of the company. No Director other than Mr. Rajiv Mody is in any way concerned or interested in the said resolution.

Mr. Manoj Nagrath

Non-Executive and Independent Director

Mr. Manoj Nagrath is Non-Executive and Independent Director of Subject. Mr. Manoj Nagrath is willing to act as a Director of the company, if so appointed and has consented for being appointed as a director of the company. Mr. Manoj Nagrath is the Senior Partner of the firm S. P. Nagrath and Company, Chartered Accountants having its offices in New Delhi and Bangalore, and was enrolled as a member of the Institute of Chartered Accountants of India in 1983. He has an experience of 25 years in almost every facet of the profession. He has to his credit experience in various fields such as Direct and Indirect taxation, audit, accounting, Company law matters and financial services. He carries wide experience in representing matters at the tax office and other Government authorities. Mr. Manoj Nagrath does not hold any shares of the company. No Director other than Mr. Manoj Nagrath is in any way concerned or interested in the said resolution.

Mr. P. Rama Rao

Non-Executive and Independent Director

Dr. Prof. P. Rama Rao is Non-Executive and Independent Director of Subject. He is presently Chairman, Governing Council, ARCI, Hyderabad, obtained his Ph.D. degree in Physics- Metallurgy from Banaras Hindu University (BHU), Varanasi, India in 1964.He was a post-doctoral research associate during 1966-67 at the University of Pennsylvania. In 1991 Professor Rao was appointed Secretary to Government of India, Department of Science and Technology, a position he held till 1995. Additionally, he held charge as Secretary, Department of Ocean Development. Subsequently, during 1996-99, he served as Chairman, Atomic Energy Regulatory Board, Government of India and as Vice-Chancellor, University of Hyderabad during 1999- 2002. He was appointed a Member of the Atomic Energy Commission, Government of India in 2004. He was awarded a distinguished Professorship by the Indian Space Research Organisation which he held during 2002-07 He has received the Presidential honours Padma Shri in the year 1989, Padma Bhushan in the year 2001 and Padma Vibhushan in the year 2010.

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. 56.49
UK Pound	1	Rs. 86.00
Euro	1	Rs. 73.68

INFORMATION DETAILS

Report Prepared by :

DPT

SCORE & RATING EXPLANATIONS

SCORE FACTORS	RANGE	POINTS
HISTORY	1~10	4
PAID-UP CAPITAL	1~10	5
OPERATING SCALE	1~10	7
FINANCIAL CONDITION
--BUSINESS SCALE	1~10	7
--PROFITABILIRY	1~10	6
--LIQUIDITY	1~10	6
--LEVERAGE	1~10	6
--RESERVES	1~10	6
--CREDIT LINES	1~10	7
--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		54

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.