MIRA INFORM REPORT

Report Date :

12.03.2013

IDENTIFICATION DETAILS

Name :	TM SYSTEMS PRIVATE LIMITED
Registered Office :	804, Aditya Building, 8th Floor, Mithakhli Six Road, Near Sardar Patel Seva Samaj, Navrangpura, Ahmedabad – 380006, Gujarat
Country :	India
Financials (as on) :	31.03.2012
Date of Incorporation :	09.09.1994
Com. Reg. No.:	04-022984
Capital Investment / Paid-up Capital :	Rs.9.910 Millions
CIN No.: [Company Identification No.]	U74999GJ1994PTC022984
Legal Form :	Private Limited Liability Company
Line of Business :	Providing IT Solution including Hardware, Software, E-Business Services.
No. of Employees :	25 (Approximately)

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 62000
Status :	Moderate
Payment Behaviour :	Slow but correct
Litigation :	Clear
Comments :	Subject is an established company having moderate track record. Reserve of the company appears to be insufficient. 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.

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. Nitin Bhai
Designation :	Accounts Department
Contact No.:	91-79-26402338
Date :	11.03.2013

LOCATIONS

Registered Office :	804, Aditya Building, 8th Floor, Mithakhli Six Road, Near Sardar Patel Seva Samaj, Navrangpura, Ahmedabad – 380006, Gujarat, India
Tel. No.:	91-79-26402338/ 26404570/ 26462556
Fax No.:	91-79-26404570/ 26402338/ 26462556
E-Mail :	shreekant@cashreekantshah.com tmsys@vsnl.com info@tmspl.com
Website :	www.tmspl.com
Location :	Owned

DIRECTORS

As on: 29.09.2012

Name :	Mr. Saumil Surendrabhai Shah
Designation :	Managing Director
Address :	19, New Brahmakshatriya Society, Ellisbridge, Ahmedabad - 380006, Gujarat, India
Date of Birth/Age :	18.12.1960
Date of Appointment :	09.09.1994
DIN No.:	00094153
Name :	Mr. Surendrabhai Trikamlal Shah
Designation :	Director
Address :	19, New Brahmakshatriya Society, Ellisbridge, Ahmedabad - 380006, Gujarat, India
Date of Birth/Age :	08.10.1927
Date of Appointment :	09.09.1994
DIN No.:	01715605
Name :	Mr. Maunish Dineshbhai Shah
Designation :	Director
Address :	Sannish, Opposite Little Flower School, Bhattha, Ahmedabad - 380006, Gujarat, India
Date of Birth/Age :	25.05.1969
Date of Appointment :	31.03.1997
DIN No.:	00094205

KEY EXECUTIVES

Name :	Mr. Nitin Bhai
Designation :	Accounts Department

MAJOR SHAREHOLDERS / SHAREHOLDING PATTERN

As on: 29.09.2012

Names of Shareholders	No. of Shares
Saumil Shah	940740
Surendra Shah	20010
Maunish Shah	250
A. S. Corporation, India	10
Surendra T. Shah (HUF)	10000
Amola Shah	20000
Total	991010

Equity Share Break up (Percentage of Total Equity)

As on: 29.09.2012

Category	Percentage
Directors or relatives of directors	100.00
Total	100.00

BUSINESS DETAILS

Line of Business :	Providing IT Solution including Hardware, Software, E-Business Services.
Terms :
Selling :	Credit
Purchasing :	Credit

GENERAL INFORMATION

Customers :

Companies

No. of Employees :

25 (Approximately)

Bankers :

· Axis Bank Limited, Trishol 3rd Floor Opposite Samartheshwar Temple, Law Garden Ellisbridge, Ahmedabad - 380006, Gujarat, India

Tel. No.: 91-79-26409322

· The United Co-Operative Bank Limited, "Manibhadra Avenue", Shayamaprasad Mukherjee Bridge Corner, Vejalpur, Ahmedabad – 380051, Gujarat, India

· Textile Traders Co-Operative Bank

· HDFC Bank

· Rajkot Nagrik Sahakari Bank

Facilities :

(Rs. In Millions)

Secured Loan	As on 31.03.2012	As on 31.03.2011
Loans From Banks
Textile Traders Co-Operative Bank (Secured By Office Building No 806)	0.000	0.522
HDFC Bank (Secured By Personal Asset of the Director)	10.807	12.226
Rajkot Nagrik Sahakari Bank (Secured By Computers of the Company)	0.000	0.177
AXIS Bank [ CC ] (Secured By Personal Asset of the Director)	4.018	3.706
Textile Traders Co-Operative Bank (Secured By Office Building No 806)	0.522	0.196
United Co-Operative Bank (Secured By Office Building No 804 and 805)	0.000	0.591
HDFC Loan [ TL ] (Secured By Personal Asset of the Director)	1.418	1.731
Rajkot Nagrik Sahakari Bank (Secured By computers of the company)	0.177	0.151
Saraspur (Secured By hypothecation of car)	0.000	0.026
Total	16.942	19.326

Banking Relations :	--
Auditors :
Name :	Shreekant S Shah and Company Chartered Accountants
Address :	11, Krishna Apartments, 2nd Floor, Near Choice Restaurant, Navrangpura, Ahmedabad – 380009, Gujarat, India
Tel. No.:	91-79-26425541/ 26441102
Fax No.:	91-79-26430843
E-Mail :	shreekant@cashreekantshah.com shreekant.shah@gmail.com
PAN No.:	ACVPS6968C

CAPITAL STRUCTURE

As on: 31.03.2012

Authorised Capital :

No. of Shares	Type	Value	Amount
1000000	Equity Shares	Rs.10/- each	Rs.10.000 Millions

Issued, Subscribed & Paid-up Capital :

No. of Shares	Type	Value	Amount
991010	Equity Shares	Rs.10/- each	Rs.9.910 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		9.910	9.910	9.910
2] Share Application Money		0.000	0.000	0.000
3] Reserves & Surplus		5.831	3.531	1.196
4] (Accumulated Losses)		0.000	0.000	0.000
NETWORTH		15.741	13.441	11.106
LOAN FUNDS
1] Secured Loans		16.942	19.326	16.121
2] Unsecured Loans		1.745	2.003	0.887
TOTAL BORROWING		18.687	21.329	17.008
DEFERRED TAX LIABILITIES		0.000	0.000	0.000
TOTAL		34.428	34.770	28.114
APPLICATION OF FUNDS
FIXED ASSETS [Net Block]		7.782	8.682	5.855
Capital work-in-progress		0.000	0.000	0.000
INVESTMENT		0.054	0.150	0.165
DEFERREX TAX ASSETS		0.262	0.398	0.621
CURRENT ASSETS, LOANS & ADVANCES
	Inventories	5.203	3.257	3.405
	Sundry Debtors	38.256	28.800	27.674
	Cash & Bank Balances	6.204	5.810	0.267
	Other Current Assets	5.705	3.561	0.000
	Other Non Current Assets	0.624	0.818	0.000
	Loans & Advances	7.077	5.900	7.585
Total Current Assets		63.069	48.146	38.931
Less : CURRENT LIABILITIES & PROVISIONS
	Sundry Creditors	22.085	13.576	12.088
	Other Current Liabilities	10.101	5.765	2.273
	Provisions	4.553	3.265	3.097
Total Current Liabilities		36.739	22.606	17.458
Net Current Assets		26.330	25.540	21.473
MISCELLANEOUS EXPENSES		0.000	0.000	0.000
TOTAL		34.428	34.770	28.114

PROFIT & LOSS ACCOUNT

	PARTICULARS		31.03.2012	31.03.2011	31.03.2010
	SALES
		Sales and Services	219.934	141.625	107.534
		Other Income	NA	NA	NA
		TOTAL (A)	NA	NA	NA
Less	EXPENSES
		Office Expenses
		Administrative Expenses
		Advertising Expenses
		TOTAL (B)	NA	NA	NA
Less	PROFIT BEFORE INTEREST, TAX, DEPRECIATION AND AMORTISATION (A-B) (C)		8.814	9.862	6.466
Less	FINANCIAL EXPENSES (D)		2.746	4.587	2.330
	PROFIT BEFORE TAX, DEPRECIATION AND AMORTISATION (C-D) (E)		6.068	5.275	4.136
Less/ Add	DEPRECIATION/ AMORTISATION (F)		2.383	2.042	1.418
	PROFIT BEFORE TAX (E-F) (G)		3.685	3.233	2.718
Less	TAX (H)		1.385	0.898	0.551
	PROFIT AFTER TAX (G-H) (I)		2.300	2.335	2.167
	EARNINGS IN FOREIGN CURRENCY
		Export Earnings	28.450	25.804	1.215
	TOTAL EARNINGS		28.450	25.804	1.215
	Earnings Per Share (Rs.)		2.32	2.36	1.85

Expected Sales (2012-2013): Rs.270.000 Millions

The above information has been parted by Mr. Nitin Bhai

KEY RATIOS

PARTICULARS		31.03.2012	31.03.2011	31.03.2010
Net Profit Margin (PBT/Sales)	(%)	1.68	2.28	2.53
Return on Total Assets (PBT/Total Assets}	(%)	5.20	5.69	6.07
Return on Investment (ROI) (PBT/Networth)		0.23	0.24	0.24
Debt Equity Ratio (Total Debt/Networth)		1.19	1.59	1.53
Current Ratio (Current Asset/Current Liability)		1.72	2.13	2.23

LOCAL AGENCY FURTHER INFORMATION

SUNDRY CREDITORS DETAILS:

(Rs. In Millions)

Particulars	31.03.2012	31.03.2011	31.03.2010
Trade Payables	22.085	13.576	12.088
TOTAL	22.085	13.576	12.088

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	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	No
17]	Major suppliers	No
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 LOAN

(Rs. In Millions)

	As on 31.03.2012	As on 31.03.2011
Long term Borrowings
From Director	0.316	0.316
From Others	0.209	0.210
Short Term Borrowings
From Director	1.055	1.120
From Others	0.165	0.357
Total	1.745	2.003

Bankers Charges Report as per Registry

Corporate identity number (CIN) or foreign company registration number of the company	U74999GJ1994PTC022984
Name of the company	TM SYSTEMS PRIVATE LIMITED
Address of the registered office or of the principal place of business in India of the company	804, Aditya Building, 8th Floor, Mithakhli Six Road, Near Sardar Patel Seva Samaj, Navrangpura, Ahmedabad – 380006, Gujarat, India E-mail: shreekant@cashreekantshah.com
This form is for	Creation of charge
Type of charge	Immovable property
Particular of charge holder	The United Co-Operative Bank Limited, "Manibhadra Avenue", Shayamaprasad Mukherjee Bridge Corner, Vejalpur, Ahmedabad – 380051, Gujarat, India E-mail: unitedcoopbankltd@yahoo.co.in
Nature of instrument creating charge	Equitable mortgage by way of deposit of title deed
Date of instrument Creating the charge	19.11.2012
Amount secured by the charge	Rs.2.500 Millions
Brief of the principal terms an conditions and extent and operation of the charge	Rate of Interest 13% Terms of Repayment 60 monthly installments of Rs.0.057 Million each Margin As per sanction letter Extent and Operation of the charge M.T. Loan of Rs.2.500 Millions on security of Office Premises 905, Aditya Building, Mithakhali, Ahmedabad.
Short particulars of the property or asset(s) charged (including complete address and location of the property)	Undivided proportionate share in the piece or parcel of land bearing Sub Plot No. 1+2+3 of Final Plot No.367 of TPS No.1 of Mouje Changispur, District Ahmedabad together with superstructure being Unit No. 905 on the 9th floor, admeasuring 874 sq.ft. in Aditya Complex of Shanshit Asso. , Ellisbridge, Ahmedabad.

FIXED ASSETS

Tangible Assets

· Building

· Computers

· Furniture and Fixture

· Car

· Electric Installation

· Scooter

· Office Equipment

Intangible Assets

· Computer Software

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.54.29
UK Pound	1	Rs.81.09
Euro	1	Rs.70.61

INFORMATION DETAILS

Information Gathered by :	PLK
Report Prepared by :	VRN

SCORE & RATING EXPLANATIONS

SCORE FACTORS	RANGE	POINTS
HISTORY	1~10	4
PAID-UP CAPITAL	1~10	4
OPERATING SCALE	1~10	3
FINANCIAL CONDITION
--BUSINESS SCALE	1~10	3
--PROFITABILIRY	1~10	3
--LIQUIDITY	1~10	3
--LEVERAGE	1~10	3
--RESERVES	1~10	4
--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
DEFAULTER
--RBI	YES/NO	NO
--EPF	YES/NO	NO
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.