MIRA INFORM REPORT

Report Date :

09.05.2013

IDENTIFICATION DETAILS

Name :	PCS TECHNOLOGY LIMITED (w.e.f.22.11.2004)
Formerly Known As :	PCS INDUSTRIES LIMITED (w.e.f.25.03.1994) PCS DATA PRODUCTS PRIVATE LIMITED
Registered Office :	Office Premise No.1, Gat No. 478, Alandi Markaal Road, Alandi Taluka, Khed, Pune – 412106, Maharashtra
Country :	India
Financials (as on) :	31.03.2012
Date of Incorporation :	22.04.1981
Com. Reg. No.:	11-024279
Capital Investment / Paid-up Capital :	Rs. 210.240 Millions
CIN No.: [Company Identification No.]	L74200MH1981PLC024279
TAN No.: [Tax Deduction & Collection Account No.]	PNEP08887E
PAN No.: [Permanent Account No.]	AABCP0316J
Legal Form :	A Public Limited Liability Company. The Company’s Shares are Listed on the Stock Exchanges.
Line of Business :	Manufacturer and Trader of Computers, Peripherals, Computer Parts and Maintenance of Computers & Related IT Services.
No. of Employees :	Information declined by the management

RATING & COMMENTS

MIRA’s Rating :

B (36)

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

Maximum Credit Limit :	USD 1709000
Status :	Moderate
Payment Behaviour :	Slow but correct
Litigation :	Clear
Comments :	Subject is an established company having a moderate track record. There appears dip in the sales turnover during 2011-2012. The profitability seems to be low. However, trade relations are reported to be fair. Business is active. Payments are reported to be slow but correct. The company can be considered for business dealings with some caution.

NOTES :

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

EXTERNAL AGENCY RATING

Rating Agency Name	ICRA
Rating	Term Loan : (ICRA) BBB
Rating Explanation	Rating withdrawn
Date	November 2010

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 DECLINED BY

Name :	Mr. Amit Jung
Designation :	Accounts and Tax Manager
Contact No.:	91-22-39166111
Date :	08.05.2013

LOCATIONS

Registered Office :	Office Premise No.1, Gat No. 478, Alandi Markaal Road, Alandi Taluka, Khed, Pune – 412106, Maharashtra, India
Tel. No.:	91-22-28521177
Fax No.:	Not Available
E-Mail :	abhishek.mehta@pcstech.com
Website :	www.pcstech.com
Head Office	6th & 7th Floor, Technocity, Plot No. X 5/3, MIDC, Mahape, Opposite MBP, Next to Sarovar Portico, Navi Mumbai – 400701, Maharashtra, India
Tel. No.:	91-22-39166111
Branch Office :	Located at: Ø Hyderabad Ø Vishakhapatnam Ø Assam Ø Bihar Ø Chhattisgarh Ø New Delhi Ø Goa Ø Ahmedabad Ø Baroda Ø Mohali Ø Jharkhand Ø Bangalore Ø Kerala Ø Navi Mumbai Ø Mumbai Ø Pune Ø Nagpur Ø Bhopal Ø Indore Ø Odisha Ø Kolkatta Ø Rajasthan Ø Uttar Pradesh Ø Tamilnadu
Overseas Office :	Located at: Ø U.A.E. Ø USA Ø Africa

DIRECTORS

AS ON 31.03.2012

Name :	Mr. Gajendrakumar S Patni
Designation :	Chairman
Address :	42-A, Jolly Maker Apartment, Cuffe Parade, Mumbai – 400005, Maharashtra, India
Date of Birth :	24.03.1941
Qualification :	B.Chem.
Date of Appointment :	22.04.1981
DIN No. :	00014163
Name :	Mr. Ashokkumar S Patni
Designation :	Vice Chairman
Address :	22-A, Jolly Maker Apartment, Cuffe Parade, Mumbai – 400005, Maharashtra, India
Date of Birth :	01.08.1951
Qualification :	B.Tech.
Date of Appointment :	22.04.1981
Name :	Mr. H. C. Tandon
Designation :	Managing Director and Chief Executive Officer
Name :	Mr. N. K. Patni
Designation :	Director
Name :	Mr. Apoorva Ashokkumar Patni
Designation :	Director
Address :	22-A, Jolly Maker Apartment No. 1, Cuffe Parade, Mumbai – 400005, Maharashtra, India
Date of Birth	18.06.1982
Date of Appointment :	18.12.2007
DIN No. :	01647791
Name :	Mr. Satish B. Ajmera
Designation :	Director
Address :	B. L. Ajmera and Company, Malji Chhoganlalji Trust Building, M J Road, Jaipur – 302001, Rajasthan, India
Date of Birth :	26.10.1944
Date of Appointment :	25.06.1990
DIN No. :	00208919
Name :	Mr. Dadi B. Engineer
Designation :	Director
Address :	Sea Shells, 1^st Floor, 13 Darabsha Road, Off Nepeansea Road, Mumbai – 400036, Maharashtra, India
Date of Birth :	02.05.1933
Date of Appointment :	29.09.1995
DIN No. :	00047028
Name :	Mr. Girish Mohanlal Dave
Designation :	Director
Address :	1^st Floor, Sethna Building, 55 Maharshi Karve Road, Marine Lines, Mumbai – 400002, Maharashtra, India
Date of Birth :	12.07.1938
Qualification :	M.Com., LLB, C.A.I.I.B.
Date of Appointment :	29.09.1995
DIN No. :	00036455
Name :	Mr. Prakash V. Mehta
Designation :	Director
Address :	123-A, Maker Apartments, Cuffe Parade, Mumbai – 400005, Maharashtra, India
Date of Birth :	12.02.1942
Date of Appointment :	23.07.1987
Name :	Mr. Kamal Kumar Barjatya
Designation :	Director
Address :	39 Worli Sea Face, Mumbai – 400025, Maharashtra, India
Date of Birth :	25.03.1938
Date of Appointment :	30.10.1995

KEY EXECUTIVES

Name :	Mr. Amit Jung
Designation :	Accounts and Tax Manager
Name :	Mr. Bhaskar J. Patel
Designation :	Company Secretary

MAJOR SHAREHOLDERS / SHAREHOLDING PATTERN

AS ON 31.03.2013

Category of Shareholders	No. of Shares	Percentage of Holding
(A) Shareholding of Promoter and Promoter Group
(1) Indian
Individuals / Hindu Undivided Family	1750504	8.36
Bodies Corporate	5704679	27.23
Any Others (Specify)	7245112	34.58
Directors/Promoters & their Relatives & Friends	7245112	34.58
Sub Total	14700295	70.17
(2) Foreign
Total shareholding of Promoter and Promoter Group (A)	14700295	70.17
(B) Public Shareholding
(1) Institutions
Mutual Funds / UTI	131583	0.63
Financial Institutions / Banks	995	0.00
Insurance Companies	213383	1.02
Foreign Institutional Investors	700	0.00
Sub Total	346661	1.65
(2) Non-Institutions
Bodies Corporate	212099	1.01
Individuals
Individual shareholders holding nominal share capital up to Rs.0.100 million	3751742	17.91
Individual shareholders holding nominal share capital in excess of Rs.0.100 million	1804599	8.61
Any Others (Specify)	135281	0.65
Directors & their Relatives & Friends	848	0.00
Trusts	19	0.00
Non Resident Indians	32164	0.15
Overseas Corporate Bodies	100800	0.48
Clearing Members	1450	0.01
Sub Total	5903721	28.18
Total Public shareholding (B)	6250382	29.83
Total (A)+(B)	20950677	100.00
© Shares held by Custodians and against which Depository Receipts have been issued	0	0.00
(1) Promoter and Promoter Group	0	0.00
(2) Public	0	0.00
Sub Total	0	0.00
Total (A)+(B)+(C)	20950677	0.00

Shareholding of securities (including shares, warrants, convertible securities) of persons belonging to the category Promoter and Promoter Group

Sl. No.	Name of the Shareholder	Details of Shares held
		No. of Shares held	As a %
1	Rajnikanta G Patni	23,86,116	11.39
2	Ashoka Computer Systems Private Limited	19,01,560	9.08
3	PCS Finance Limited	19,01,560	9.08
4	PCS Cullinet Private Limited	19,01,559	9.08
5	Sadhana A Patni	16,52,122	7.89
6	Vasundhara Apoorva Patni	10,00,000	4.77
7	Poonam Narendrakumar Patni	6,01,547	2.87
8	Gajendrakumar S Patni	5,79,685	2.77
9	Ashokkumar S Patni	5,75,995	2.75
10	Anirudh Narendrakumar Patni	5,59,270	2.67
11	Apoorva Ashok Kumar Patni	3,89,676	1.86
12	Arihant Gajendra Kumar Patni	2,83,056	1.35
13	Amit Kumar Patni	2,61,899	1.25
14	Ruchi Amit Kumar Patni	1,52,540	0.73
15	Sobhagmal Patni	1,30,936	0.62
16	Apoorva Ashok Kumar Patni	1,11,069	0.53
17	Arihant Gajendrakumar Patni	1,01,130	0.48
18	Narendra Kumar Patni	94,079	0.45
19	Kanchanbai S Patni	60,286	0.29
20	Sadhana A Patni	42,814	0.20
21	Rajnikanta G Patni	4,965	0.02
22	Aakriti Amitkumar Patni	2,830	0.01
23	Ayushi Amitkumar Patni	2,830	0.01
24	Kanchanbai Patni	1,300	0.01
25	Rajkumar Barjatya	760	0.00
26	Sooraj Barjatya	145	0.00
27	Rajrani Gangwal	128	0.00
28	Pankaj Patni	86	0.00
29	Meeta Devi Gangwal	64	0.00
30	Munish Kumar Gangwal	64	0.00
31	Meeta Devi Gangwal	56	0.00
32	Rajrani Gangwal	56	0.00
33	Munish Kumar Gangwal	56	0.00
34	Rajrani Gangwal	56	0.00
	Total	1,47,00,295	70.17

Shareholding of securities (including shares, warrants, convertible securities) of persons belonging to the category Public and holding more than 1% of the total number of shares

Sl. No.	Name of the Shareholder	No. of Shares held	Shares as % of Total No. of Shares
1	Balram Bharwani	425500	2.03
2	Mukesh Mohanlal Kelawala HUF	255300	1.22
	Total	680800	3.25

BUSINESS DETAILS

Line of Business :

Manufacturer and Trader of Computers, Peripherals, Computer Parts and Maintenance of Computers & Related IT Services.

GENERAL INFORMATION

Customers :

Ø Jacobson’s

Ø ICICI Infotech

Ø GTL

Ø Etisalat

Ø ICLP

Ø BNP Paribas

Ø Bharat Petroleum

Ø United Computer

Ø Trignosis

Ø Tata Infotech

Ø Tata Chemicals Limited

Ø Reliance Industries Limited

Ø MIEL

Ø L& Infotech

Ø Kotak Mahindra Bank

Ø Polaris

Ø Andhra Bank

Ø AB Bank

Ø Bank of Baroda

Ø Bank of India

Ø Deutsche Bank

Ø State Bank of Patiala

Ø State Bank of Mysore

No. of Employees :

Information declined by the management

Bankers :

Ø Canara Bank

Ø Indian Bank

Ø Dena Bank

Ø Union Bank of India

Facilities :

Secured Loans	31.03.2012	31.03.2011
	(Rs. In Millions)
Term loans
From Banks	1.016	2.011
Other than Banks	8.707	57.092
Term Loan	24.348	0.000
Cash Credit from Banks	133.821	78.913
Working Capital Loan	57.607	120.617
Total	225.499	258.633
NOTE: Long term Borrowings: a) Term loans taken from Banks is secured by hypothecation of vehicles. Details as regards interest and repayment are as follows: Vehicle loan The loan of Rs. 1.700 Millions was taken from Axis Bank Limited and carries interest @ 9 % p.a. The loan is repayable in 36 monthly instalments of ` 53,618/- from June 2010. The loan of Rs. 0.520 Million was taken from HDFC Bank Limited and carries interest @ 11.75 % p.a. The loan is repayable in 36 monthly instalments of Rs.0.017 Million from July 2009. b) The Term loan from HDFC Limited carries interest @ 12 to 15% p.a. & is secured by hypothecation of residential flats at Navi Mumbai. The loan is repayable in 60 monthly instalments of Rs. 0.279 Million from August 2011. c) The loan taken from Directors and Inter Corporate Deposits are interest free and are returnable after 31st March 2015. Short term Borrowings: a) Term Loan from Indian Bank carries interest @ 15% p.a & is secured against hypothecation of first exclusive charge on Mahape Office assets and subservient charge on Current Assets and Fixed Assets of the Company. The loan is repayable in six equal monthly instalments of Rs. 4.799 Millions from March 2012. b) Cash credit and Working Capital Demand Loan is secured against hypothecation of Inventories and Book debts of the Company as well as first charge on the fixed assets of the Company and carries interest @ 14-15 % p.a. c) Unsecured loan from Canara Bank was taken & repaid during the current year.

Banking Relations :	--
Auditors :
Name :	S. C. Bandi and Company Chartered Accountants
Address :	812, Maker Chamber V, 221, Nariman Point, Mumbai – 400021, Maharashtra, India
Tel. No.:	91-22-22834298
Subsidiary Companies :	Ø PCS International Limited, Mauritius Ø PCS Technology USA, Inc Ø PCS Positioning Systems (India) Limited
Enterprises over which Key Management personnel or their relatives have significant influence :	Ø Ashoka Computer Systems Private Limited Ø PCS Cullinet Private Limited Ø PCS Finance Private Limited Ø Kalpavruksh Systems Limited (Formerly known as Vraksh Technologies Limited) Ø Saulese Energija Limited Ø AAP and Associates, LLP

CAPITAL STRUCTURE

AFTER 21.12.2012

Authorised Capital : Rs. 250.000 Millions

Issued, Subscribed & Paid-up Capital : Rs. 249.257 Millions

AS ON 31.03.2012

Authorised Capital :

No. of Shares	Type	Value	Amount
25,000,000	Equity Shares	Rs. 10/- each	Rs. 250.000 Millions

Issued, Subscribed & Paid-up Capital :

No. of Shares	Type	Value	Amount
20,950,677	Equity Shares	Rs. 10/- each	Rs. 209.507 Millions
	Add: Equity shares forfeited amounts originally paid up		Rs. 0.733 Million
	Total		Rs. 210.240 Millions

a) Terms /Rights attached to equity shares

The Company has only one class of equity shares having a par value of ` 10 per share. Each holder of equity share is entitled to one vote per share. In the event of liquidation of the company, the holders of equity shares will be entitled to receive 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.

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

Name of Shareholders	31.03.2012
	Number	%
Rajnikanta Patni	2386116	11.39
PCS Finance Private Limited	1901560	9.08
Ashoka Computer Systems Private Limited	1901560	9.08
PCS Cullinet Private Limited	1901559	9.08
Sadhana A Patni	1652122	7.89

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		210.240	210.240	210.240
2] Share Application Money		0.000	0.000	0.000
3] Reserves & Surplus		217.076	923.590	945.319
4] (Accumulated Losses)		0.000	0.000	0.000
NETWORTH		427.316	1133.830	1155.559
LOAN FUNDS
1] Secured Loans		225.499	258.633	368.199
2] Unsecured Loans		617.300	677.833	611.000
TOTAL BORROWING		842.799	936.466	979.199
DEFERRED TAX LIABILITIES		29.956	40.860	50.619
TOTAL		1300.071	2111.156	2185.377
APPLICATION OF FUNDS
FIXED ASSETS [Net Block]		377.727	625.123	702.715
Capital work-in-progress		2.188	82.167	80.148
INVESTMENT		65.735	65.725	65.725
DEFERRED TAX ASSETS		0.000	0.000	0.000
CURRENT ASSETS, LOANS & ADVANCES
	Inventories	87.455	107.037	103.737
	Sundry Debtors	734.046	1503.337	1617.184
	Cash & Bank Balances	88.965	93.638	94.403
	Other Current Assets	92.392	123.330	3.240
	Loans & Advances	200.450	178.917	189.446
Total Current Assets		1203.308	2006.259	2008.010
Less : CURRENT LIABILITIES & PROVISIONS
	Sundry Creditors	205.182	466.976	594.349
	Other Current Liabilities	136.840	193.706	65.192
	Provisions	6.865	7.436	11.680
Total Current Liabilities		348.887	668.118	671.221
Net Current Assets		854.421	1338.141	1336.789
MISCELLANEOUS EXPENSES		0.000	0.000	0.000
TOTAL		1300.071	2111.156	2185.377

PROFIT & LOSS ACCOUNT

	PARTICULARS		31.03.2012	31.03.2011	31.03.2010
	SALES
		Revenue from Operations (net)	1332.425	1817.584	1907.932
		Other Income	29.480	31.025	10.958
		TOTAL	1361.905	1848.609	1918.890
Less	EXPENSES
		Cost of materials consumed	41.878	233.198
		Purchases of stock in trade	327.149	628.430
		Changes in inventories of finished goods, Work in progress and stock in trade	17.755	(2.514)
		Employee benefits expense	633.467	598.314
		Other expenses	208.501	243.614
		TOTAL	1228.750	1701.042	1783.885
Less	PROFIT BEFORE INTEREST, TAX, DEPRECIATION AND AMORTISATION		133.155	147.567	135.005
Less	FINANCIAL EXPENSES		70.974	88.987	62.277
	PROFIT BEFORE TAX, DEPRECIATION AND AMORTISATION		62.181	58.580	72.728
Less/ Add	DEPRECIATION/ AMORTISATION		39.101	49.186	43.136
	EXTRAORDINARY ITEMS (NET OF TAXES)		(1.334)	0.000	0.000
	PROFIT BEFORE TAX		21.746	9.394	29.592
Less	TAX		7.305	1.525	9.775
	PROFIT AFTER TAX		14.441	7.869	19.817
Add	TAXATION PERTAINING TO EARLIER YEARS		0.000	0.000	0.202
	NET PROFIT FOR THE YEAR		14.441	7.869	20.019
	EARNINGS IN FOREIGN CURRENCY
		Export Sales & Services (F.O.B. Value of Exports)	3.028	39.720	73.241
	IMPORTS
		Raw Material, Computers & Peripherals Accessories	5.420	72.181	112.793
	Earnings Per Share (Rs.)
	- Before extraordinary items		0.75	0.38	0.96
	- After extraordinary items		0.69	0.38	0.96

QUARTERLY RESULTS

PARTICULARS	30.06.2012	30.09.2012	31.12.2012
Type	1^st Quarter	2^nd Quarter	3^rd Quarter
Sales Turnover	251.500	243.100	247.400
Total Expenditure	220.800	223.200	221.300
PBIDT (Excl OI)	30.800	19.900	26.100
Other Income	0.200	4.300	0.100
Operating Profit	30.900	24.300	26.200
Interest	17.700	9.800	10.700
Exceptional Items	0.000	0.000	0.000
PBDT	13.300	14.400	15.500
Depreciation	8.500	(4.800)	1.900
Profit Before Tax	4.800	19.200	13.600
Tax	3.000	4.400	4.700
Provisions and Contingencies	0.000	0.000	0.000
Reported PAT	1.800	14.800	8.900
Extraordinary Items	0.000	0.000	0.000
Prior Period Expenses	0.000	0.000	0.000
Other Adjustments	0.000	0.000	0.000
Net Profit	1.800	14.800	8.900

KEY RATIOS

PARTICULARS		31.03.2012	31.03.2011	31.03.2010
PAT / Total Income	(%)	1.06	0.43	1.03
Net Profit Margin (PBT/Sales)	(%)	1.63	0.52	1.55
Return on Total Assets (PBT/Total Assets}	(%)	1.38	0.36	1.09
Return on Investment (ROI) (PBT/Networth)		0.05	0.01	0.03
Debt Equity Ratio (Total Debt/Networth)		1.97	0.83	0.85
Current Ratio (Current Asset/Current Liability)		3.45	3.00	2.99

LOCAL AGENCY FURTHER INFORMATION

SUNDRY CREDITORS DETAILS:

Particulars	31.03.2012	31.03.2011	31.03.2010
	(Rs. In Millions)
Trade payable	205.182	466.976	594.349

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	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	No
15]	Capital in the business	Yes
16]	Details of sister concerns	Yes
17]	Major suppliers	No
18]	Major customers	Yes
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]	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	Yes

UNSECURED LOANS

Unsecured Loans	31.03.2012	31.03.2011
	(Rs. In Millions)
Directors	544.800	559.500
Inter Corporate Deposits	72.500	72.500
From Banks	0.000	45.833
Total	617.300	677.833

OPERATIONS

During the year, the Company has achieved Gross Sales of Rs. 1361.900 Millions as against Rs. 1848.600 Millions in the previous year.

Some of the activities of the Company relating to computer hardware faced stiff competition and affected margins and caused stress on cash flow over the past few years. It was therefore, proposed that in the best interest of Company and its shareholder such of those unproductive activities be restructured and enable Management to better focus on IT and IT enabled services.

In view of restructuring of the business line, the sale turnover of the company will not be comparable to the last year’s turnover.

SCHEME OF ARRANGEMENT

As per the “Scheme of Arrangement between the Company and its Shareholders and Creditors” pursuant to the provisions of Sections 391 to 394 read with Sections 78, 100 to 103 of the Companies Act, 1956 and the order passed by Hon’ble High Court of judicature at Bombay, vide order dated 28 September 2012 , the Company has written off some assets of the unproductive activities amounting to Rs. 789.962 Millions which have lost economic value to the Company by utilization of Reserves and Surplus as on 31st March 2012.

MANAGEMENT DISCUSSIONS AND ANALYSIS

INDUSTRY SCENARIO & REVIEW

The domestic IT sector comprises of Computer hardware – manufacturing and selling and IT services- software development, implementation, IT infrastructure and facility management services. The financial year 2011-12 witnessed challenges. The pricing competition for computer hardware continued with MNC and unbranded products putting pressure on margins.

PERFORMANCE & REVIEW

IT SERVICES

After careful evaluation and to utilize available resources and expertises, the company decided to restructure its IT business and diverted its focus on IT services.

The IT sales and Services has recorded a Gross Turnover of Rs. 1361.900 Millions and net profit of Rs. 15.775 Millions as against previous year’s turnover of Rs. 1848.600 Millions and the net profit of Rs. 7.153 Millions. The Company continued to give more focus on IT Service business over the computer hardware sales.

OPERATIONS

In view of restructuring of business, the management decided that computer hardware business is no longer contributing to profit and cash flow therefore, it diverted its focus more on IT and IT enabled services.

Other products such as Laboratory and Hospital Management solutions, GPS have performed in promoting sales and the Company is looking for overseas markets of Africa and UAE.

FUTURE OUTLOOK

The Company is one of the leading managed services provider for IT infrastructures. With the growth in IT Infrastructure and Company’s PAN India presence coupled with strong existing client relationship, the Company is well placed and able to meet potential business opportunities. The Company will continue to develop and improve service offerings in IT infrastructure and Facility Management to clients. However, they may face competition from IT and ITES companies operating on large volume services.

The company will continue to give its focus on other products i.e. Laboratory and Hospital Management solutions.

STATEMENT OF STANDALONE UNAUDITED FINANCIAL RESULTS FOR THE QUARTER ENDED 31 DECEMBER 2012

(Rs. in Millions)

Sr.		Quarter Ended		Nine Month Ended
		31.12.2012	30.09.2012	31.12.2012
No	Particulars	Unaudited	Unaudited	Unaudited
1	Income from Operations
	(a) Net Sales & Services from operations (Net of excise duty)	247.113	241.423	739.635
	(b) Other Operating Income	0.268	1.665	2.145
	Total Income from operations (net)	247.381	243.088	741.780
2	Expenses
	(a) Cost of materials consumed	7.511	10.369	26.653
	(b) Purchase of stock-in-trade	38.525	28.947	98.380
	(c) Changes in inventories of finished goods, work in progress and stock in trade	(0.575)	2.093	1.770
	(d) Employee benefit expense	143.319	145.104	426.902
	(e) Depreciation & Amortization (net of transfer from revaluation reserves) (Refer note no 7)	1.854	(4.796)	5.521
	(f) Other Expenses	32.544	36.636	111.521
	Total Expenses	223.178	218.353	670.747
3	Profit from Operations before Other Income, Finance
	Costs & Exceptional items (1-2)	24.203	24.735	71.033
4	Other Income	0.118	4.316	4.816
5	Profit from ordinary activities before Finance
	costs & Exceptional Items (3+4)	24.321	29.051	75.849
6	Finance Costs	10.697	9.842	38.193
7	Profit from ordinary activities after Finance costs but
	before Exceptional items (5-6)	13.624	19.209	37.656
8	Exceptional Items	-	-
9	Profit from Ordinary activities before tax (7+8)	13.624	19.209	37.656
10	Tax expense	4.702	4.422	12.162
11	Net Profit from Ordinary activities after tax (9-10)	8.922	14.787	25.494
12	Extraordinary Items (Net of tax expense Rs. 28.000 Millions) (Refer note 6)	-	-	-
13	Net Profit for the period (11-12)	8.922	14.787	25.494
14	Paid-up equity share capital (face value of Rs.10/-each)	210.240	210.240	210.240
15	Reserves excluding Revaluation Reserves	NA	NA	NA
16	Basic & Diluted Earnings per share (not annualized *)
	(a) Before extraordinary items	0.42	0.70	1.21
	(b) After extraordinary items	0.42	'0.70	1.21
A	PARTICULARS OF SHAREHOLDING
1	Public Shareholding
	Number of equity shares	6,250,382	6,250,382	6,250,382
	Percentage of shareholding	29.83	29.83	29.83
2	Promoters and Promoter group shareholding
	(a) Pledged / Encumbered
	Number of shares	-	-	-
	Percentage of shares (as a % of the total shareholding of promoter & promoter group)	-	-	-
	Percentage of shares (as a % of the total share capital of the company)	-	-	-
	(b) Non Encumbered
	Number of shares	14,700,295	14,700,295	14,700,295
	Percentage of shares (as a % of the total shareholding of promoter & promoter group)	100.00	100.00	100.00
	Percentage of shares (as a % of the total share capital of the company)	70.17	70.17	70.17

	Particulars	Quarter Ended 31.12.2012
B	Investor complaints (Nos.)
	Pending at the beginning of the quarter	Nil
	Received during the quarter	2
	Disposed of during the quarter	2
	Remaining unresolved at the end of the quarter	Nil

Notes:

1. The above unaudited financial results after being reviewed by the Audit committee were approved by the Board of Directors in their meeting held on 13th February 2013.

2. Limited review in compliance with Clause 41 of the Listing Agreement has been carried out by the auditors of the Company for the quarter ended 31st December 2012.

3. Figures for the previous year/period have been regrouped/ rearranged wherever necessary.

4. The Company is engaged mainly in Trading of computers, peripherals, computer parts and maintenance of computers & related services and as such it is the only reportable business segment. The export sales of the company are less than 10% of total turnover and hence there is single reportable geographical segment.

5. The Company has allotted 39,75,000 9% Redeemable, Non-Convertible, Non-cumulative Preference Shares of Rs. 10/- each for cash at a premium of Rs. 125/- per share aggregating Rs. 536.625 Millions on private placement basis to the Promoters & Promoter companies of the Company on 31st January, 2013. The premium received on the aforesaid preference shares amounting to Rs. 496.875 Millions has been credited to "Securities Premium" account.

6. The Shareholders, Secured and Unsecured Creditors of the Company had given their consent to the "Scheme of Arrangement" under sections 391 to 394 and other applicable provisions of the Companies Act, 1956. On approval by the Hon'ble High Court of Judicature at Mumbai, vide order dated 28th September 2012, the Company had utilised the balances available on the appointed date viz. 31st March 2012, in Securities Premium Account, Capital Reserve Account, General Reserve Account and balance in the Statement of Profit and Loss to write off assets amounting to Rs. 789.962 Millions and the balance remaining thereafter had been transferred to the Statement of Profit and Loss for the year ended 31st March 2012.

7. On implementation of the aforesaid scheme, depreciation for the quarter ended 30th September 2012 has been written back to the extent of Rs. 7.461 Millions, which was provided during the quarter ended 30th June 2012.

FIXED ASSETS

Ø Freehold Land

Ø Lease hold Land

Ø Building

Ø Plant and Equipments

Ø Electrical Installments

Ø Furniture and Fixture

Ø Vehicles

Ø Office Equipments

Ø 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. 54.16
UK Pound	1	Rs. 83.88
Euro	1	Rs. 71.00

INFORMATION DETAILS

Information Gathered by :	PDT
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	4
FINANCIAL CONDITION
--BUSINESS SCALE	1~10	4
--PROFITABILIRY	1~10	4
--LIQUIDITY	1~10	4
--LEVERAGE	1~10	4
--RESERVES	1~10	4
--CREDIT LINES	1~10	4
--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
DEFAULTERS
--RBI	YES/NO	NO
--EPF	YES/NO	NO
TOTAL		36

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.