MIRA INFORM REPORT

Report Date :

25.03.2013

IDENTIFICATION DETAILS

Name :	ELECTRACARD SERVICES PRIVATE LIMITED
Formerly Known As :	PORTECO PRIVATE LIMITED
Registered Office :	1^st Floor, Building No.4, Commerzone, Samrat Ashok Path, Yerwada, Pune – 411006, Maharashtra
Country :	India
Financials (as on) :	31.03.2012
Date of Incorporation :	10.03.2000
Com. Reg. No.:	25-014585
Capital Investment / Paid-up Capital :	Rs.11.057 Millions
CIN No.: [Company Identification No.]	U72200PN2000PTC014585
TAN No.: [Tax Deduction & Collection Account No.]	PNEE01741F
PAN No.: [Permanent Account No.]	AABCE4413D
Legal Form :	Private Limited Liability Company
Line of Business :	Providing Software Services.
No. of Employees :	Not Available

RATING & COMMENTS

MIRA’s Rating :

Ca (13)

RATING		STATUS	PROPOSED CREDIT LINE
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

Status :	Moderate
Payment Behaviour :	Slow
Litigation :	Clear
Comments :	Subject is an established company having moderate track. There appears huge accumulated losses recorded by the company. However, trade relations are reported as fair. Business is active. Payments are reported to be slow. The company can be considered for business dealings on a secured 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

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

EXTERNAL AGENCY RATING

Rating Agency Name	CRISIL
Rating	BB+ [Cash Credit]
Rating Explanation	Moderate risk of default.
Date	23.10.2012

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 :	1^st Floor, Building No.4, Commerzone, Samrat Ashok Path, Yerwada, Pune – 411006, Maharashtra, India
Tel. No.:	91-20-66272100/ 30925100
Fax No.:	91-20-30925399
E-Mail :	sakharam.kumbhar@opussoft.com marketing@electracard.com arjit_sarker@mastercard.com
Website :	http://www.electracard.com
Branch Office :	Located At: · Mumbai · Chennai
Overseas Office :	Located At: · America · Middle East and Africa · Asean

DIRECTORS

AS ON 28.09.2012

Name :

Mr. Madhusudan Nagarur Gopinath

Designation :

Whole-time Director

Address :

C-62, Sunder Apartment, Opposite Diamond, Sion Trombay Road, Mumbai – 400071, Maharashtra, India

Date of Birth/Age :

17.07.1959

Date of Appointment :

23.08.2008

DIN No.:

00028272

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	U72200MH1997PTC107600	OPUS SOFTWARE SOLUTIONS PRIVATE LIMITED	Director	28/04/1997	28/04/1997	Active	NO
2	U72200PN2000PTC014585	ELECTRACARD SERVICES PRIVATE LIMITED	Whole-time director	21/07/2010	23/08/2008	Active	NO

Name :

Mr. Ramesh Laxman Mengawade

Designation :

Managing Director

Address :

Bungalow – 12, Kapil Malhar Baner, Pune – 411007, Maharashtra, India

Date of Birth/Age :

25.03.1961

Date of Appointment :

10.03.2000

DIN No.:

00028319

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	U72200MH1997PTC107600	OPUS SOFTWARE SOLUTIONS PRIVATE LIMITED	Managing director	28/04/1997	28/04/1997	-	Active	NO
2	U72100TN2000PTC044248	SHEBZ DOT COM PRIVATE LIMITED	Director	25/02/2000	25/02/2000	17/03/2010	Active	NO
3	U72200PN2000PTC014585	ELECTRACARD SERVICES PRIVATE LIMITED	Managing director	27/08/2010	10/3/2000	-	Active	NO
4	U72200PN2012PTC141843	ELECTRANET PAYMENTS PRIVATE LIMITED	Director	4/1/2012	4/1/2012	-	Active	NO

Name :

Mr. Prashant Laxman Mengawade

Designation :

Whole-time Director

Address :

C-104, Mantri Kinara, Bhau Patil Road, Bopodi, Pune – 411003, Maharashtra, India

Date of Birth/Age :

04.01.1973

Date of Appointment :

23.08.2008

DIN No.:

01843314

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	U72200MH1997PTC107600	OPUS SOFTWARE SOLUTIONS PRIVATE LIMITED	Whole-time director	28/09/2007	2/10/2006	Active	NO
2	U72200PN2000PTC014585	ELECTRACARD SERVICES PRIVATE LIMITED	Whole-time director	21/07/2010	23/08/2008	Active	NO

Name :

Mr. Arijit Ranjan Sarker

Designation :

Director

Address :

E-18B, Windsor Court, Phase 4, Gurgaon – 122002, Haryana, India

Date of Birth/Age :

01.04.1971

Date of Appointment :

29.03.2012

DIN No.:

00249732

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	U72900DL2003PTC120833	ANALEC INFOTECH PRIVATE LIMITED	Director	10/6/2003	10/6/2003	-	Active	NO
2	U74899DL1993ULL055761	GE CAPITAL SERVICES INDIA	Whole-time director	1/9/2008	1/9/2008	9/10/2009	Active	NO
3	U72200PN2000PTC014585	ELECTRACARD SERVICES PRIVATE LIMITED	Additional director	29/03/2012	29/03/2012	-	Active	NO

MAJOR SHAREHOLDERS / SHAREHOLDING PATTERN

AS ON 28.09.2012

Names of Shareholders	Address of Shareholders	No. of Shares
Mastercard Asia Pacific Pte Limited	152, Beach Road, # 35-00, The Gateway East, Singapore, Pin Code 189721	150157
Opus Software Solutions Private Limited	1^st Floor, Building No. 4, Commerzone, Samrat Ashok Path, Yerwada, Pune-411006, Maharashtra , India	955548
TOTAL		1105705

AS ON 28.09.2012

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]	13.58
Bodies corporate	86.42
TOTAL	100.00

BUSINESS DETAILS

Line of Business :

Providing Software Services.

Products :

Products Description	Item Code No.
Software Services	8524

GENERAL INFORMATION

No. of Employees :

Not Available

Bankers :

· Axis Bank Limited, 1262-B, Sterling Plaza, Jangli Maharaj Road, Deccan Gymkhana, Pune – 411004, Maharashtra, India

· Corporation Bank, Industrial Finance Branch, 14, Pune Mumbai Road, Wakdeadi, Pune – 411003, Maharashtra, India

Facilities :

Secured Loan	As on 31.03.2012 [Rs. in Millions]	As on 31.03.2011 [Rs. in Millions]
Cash Credit Facilities From Banks	45.734	43.840
TOTAL	45.734	43.840

Banking Relations :	--
Auditors :
Name :	BBSR and Company Chartered Accountant
Address :	703, 7^th floor, Godrej Castlemaine, Next to Ruby Hall Clinic, Bund Garden Road, Pune – 411001, Maharashtra, India
PAN No:	AAKFB4397F
Holding Company :	Opus Software Solutions Private Limited, India CIN No.: U72200MH1997PTC107600
Subsidiaries :	· ElectraCard Service Inc. · ElectraCard Services FZ LLC · ElectraCard Services PTE Limited

CAPITAL STRUCTURE

AS ON 31.03.2012

Authorised Capital :

No. of Shares	Type	Value	Amount
3000000	Equity Shares	Rs.10/- each	Rs.30.000 Millions

Issued, Subscribed & Paid-up Capital :

No. of Shares	Type	Value	Amount
1105705	Equity Shares	Rs.10/- each	Rs.11.057 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		11.057	11.057	0.869
2] Share Application Money		0.000	0.000	0.000
3] Reserves & Surplus		300.849	372.528	101.485
4] (Accumulated Losses)		0.000	0.000	(41.315)
NETWORTH		311.906	383.585	61.039
LOAN FUNDS
1] Secured Loans		45.734	43.840	5.000
2] Unsecured Loans		0.000	0.000	0.000
TOTAL BORROWING		45.734	43.840	5.000
DEFERRED TAX LIABILITIES		0.000	0.000	0.000
TOTAL		357.640	427.425	66.039
APPLICATION OF FUNDS
FIXED ASSETS [Net Block]		109.780	42.305	37.882
Capital work-in-progress		0.810	0.000	10.929
INVESTMENT		32.592	1.153	0.000
DEFERREX TAX ASSETS		9.012	4.864	0.000
CURRENT ASSETS, LOANS & ADVANCES
	Inventories	0.000	0.000	0.000
	Sundry Debtors	143.400	143.948	67.901
	Cash & Bank Balances	72.228	84.419	6.910
	Other Current Assets	108.027	211.398	13.033
	Loans & Advances	90.239	60.409	26.619
Total Current Assets		413.894	500.174	114.463
Less : CURRENT LIABILITIES & PROVISIONS
	Sundry Creditors	131.974	54.897	31.081
	Other Current Liabilities	59.836	53.565	63.866
	Provisions	16.638	12.609	2.303
Total Current Liabilities		208.448	121.071	97.250
Net Current Assets		205.446	379.103	17.213
MISCELLANEOUS EXPENSES		0.000	0.000	0.015
TOTAL		357.640	427.425	66.039

PROFIT & LOSS ACCOUNT

	PARTICULARS		31.03.2012	31.03.2011	31.03.2010
	SALES
		Income	535.384	544.220	414.857
		Other Income	32.898	9.043	3.999
		TOTAL (A)	568.282	553.263	418.856
Less	EXPENSES
		Employees Benefit Expenses	296.884	363.369	345.721
		Other Expenses	324.900	269.133
		TOTAL (B)	621.784	632.502	345.721
Less	PROFIT / (LOSS) BEFORE INTEREST, TAX, DEPRECIATION AND AMORTISATION (A-B) (C)		(53.502)	(79.239)	73.135
Less	FINANCIAL EXPENSES (D)		9.157	3.963	6.619
	PROFIT / (LOSS) BEFORE TAX, DEPRECIATION AND AMORTISATION (C-D) (E)		(62.659)	(83.202)	66.516
Less/ Add	DEPRECIATION/ AMORTISATION (F)		24.283	23.709	13.591
	PROFIT / (LOSS) BEFORE TAX (E-F) (G)		(86.942)	(106.911)	52.925
Less	TAX (H)		3.293	(4.306)	8.528
	PROFIT / (LOSS) AFTER TAX (G-H) (I)		(90.235)	(102.605)	44.397
Add	PREVIOUS YEARS’ BALANCE BROUGHT FORWARD		(143.920)	(41.315)	(85.712)
	BALANCE CARRIED TO THE B/S		(234.155)	(143.920)	(41.315)
	EARNINGS IN FOREIGN CURRENCY		NA	262.376	82.646
	Earnings / (Loss) Per Share (Rs.)		(81.60)	(98.20)	46.46

KEY RATIOS

PARTICULARS		31.03.2012	31.03.2011	31.03.2010
PAT / Total Income	(%)	(15.87)	(18.55)	10.60
Net Profit Margin (PBT/Sales)	(%)	(16.23)	(19.64)	12.76
Return on Total Assets (PBT/Total Assets}	(%)	(16.60)	(19.70)	34.74
Return on Investment (ROI) (PBT/Networth)		(0.27)	(0.27)	0.87
Debt Equity Ratio (Total Debt/Networth)		0.15	0.11	0.08
Current Ratio (Current Asset/Current Liability)		1.99	4.13	1.18

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	Yes
8]	No. of employees	No
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)	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]	PAN of Proprietor/Partner/Director, if available	No
32]	Date of Birth of Proprietor/Partner/Director, if available	Yes
33]	Voter ID No of Proprietor/Partner/Director, if available	No
34]	External Agency Rating, if available	Yes

NOTE:

The Registered Offices of the company has been shifted from 201/202 Mayfair Towers, A Wing, II Floor, Pune-411005, Maharashtra, India, to the present address w.e.f. 14.08.2008.

BACKGROUND:

The company was incorporated on 10^th March 2000 and started its operations of processing from June 2006. The company is a subsidiary of the Opus Software Solutions Private Limited (Opus) and was established with the objective to aggregate the business of software products from other software business of Opus. The company has acquired “product Business” from Opus Via a business transfer agreement dated 22^nd September, 2008.

The company provides third party processing services and solutions for credit, debit and prepaid card, EFT switching and internet payment gateway solutions to Banks. The company has suite of produces with an IPR under the name of ‘Electra™’. The company gives its customers the choice and flexibility to either license the Electra products suite or benefit through an end-to-end hosted solutions.

FIXED ASSETS:

• Office Equipments
• Computer Hardware
• Furniture and Fixtures
• Vehicles
• Electrical and Networking Installation

WEBSITE DETAILS:

OVERVIEW:

Subject offers solutions that transcend the typical ‘one size fits all’ third party processing offerings which pervade the market today.

They provide solutions across the Acquiring, Issuing and Risk management domain that are highly scalable and customizable to suit rapidly changing business and technology environments.

Company utilizes proven technology and a low cost business model to gain competitive advantage over traditional companies working in this domain.

The multi-currency and multi-lingual platform, together with their innovative business model, supports the needs of multi-national organizations worldwide.

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 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.54.34
UK Pound	1	Rs.82.55
Euro	1	Rs.70.10

INFORMATION DETAILS

Report Prepared by :

TPT

SCORE & RATING EXPLANATIONS

SCORE FACTORS	RANGE	POINTS
HISTORY	1~10	2
PAID-UP CAPITAL	1~10	2
OPERATING SCALE	1~10	2
FINANCIAL CONDITION
--BUSINESS SCALE	1~10	2
--PROFITABILIRY	1~10	1
--LIQUIDITY	1~10	1
--LEVERAGE	1~10	1
--RESERVES	1~10	1
--CREDIT LINES	1~10	1
--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
--RBI	YES/NO	NO
--EPF	YES/NO	NO
TOTAL		13

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.