MIRA INFORM REPORT

Report Date :

01.11.2013

IDENTIFICATION DETAILS

Name :	VAKRANGEE LIMITED (w.e.f. October 01, 2013)
Formerly Known As :	VAKRANGEE SOFTWARES LIMITED
Registered Office :	‘Vakrangee House’, Plot No.66, Marol Co-Operative Industrial Estate, M.V. Road, Marol, Andheri (East), Mumbai – 400 059, Maharashtra
Country :	India
Financials (as on) :	31.03.2013
Date of Incorporation :	28.05.1990
Com. Reg. No.:	11-056669
Capital Investment / Paid-up Capital :	Rs.502.499 millions
CIN No.: [Company Identification No.]	L65990MH1990PLC056669
Legal Form :	Public Limited Liability Company. The Company’s Shares are Listed on the Stock Exchanges.
Line of Business :	Subject is engaged in business of providing e-governance related solutions, system integration, and information technology (IT) enabled services.
No. of Employees :	5585 (Approximately)

RATING & COMMENTS

MIRA’s Rating :

Ba (50)

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

Maximum Credit Limit :	USD 20622000
Status :	Satisfactory
Payment Behaviour :	Usually Correct
Litigation :	Clear
Comments :	Subject is an established company having a satisfactory track record. Trade relations are reported as fair. Business is active. Payments are reported to be usually correct and as per commitments. The company can be considered normal 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.

INDIAN ECONOMIC OVERVIEW

India’s current account deficit or CAD in April-June widened to 4.9 % of gross domestic product. High imports of gold and oil led to a worsening of the trade deficit, resulting in CAD jumping to $ 21.8 billion to the latest quarter from $ 16.9 billion in the corresponding quarter of the previous financial year. The government aims to bring down CAD to 3.7 % or $ 70 billion, in 2013/14, from 4.8 % or $ 88.2 billion in 2012/13.

The finance ministry has started preparations for Budget 2014/15. With general elections scheduled to be held by May next year, there will only be an interim budget. The new government will present the fiscal Budget.

The Supreme Court has barred clinical trials for new drugs till a monitoring mechanism is put in place to protect the lives of people on which the drugs are tested.

Mumbai has been named the world’s second most honest city according to a survey on 15 cities worldwide by Readers’ Digest magazine. Finnish capital Helsinki bagged the top spot for the world’s most honest city while Lisbon, the capital of Portugal, proved to be the least honest.  The survey put hundreds of people to test in four continents to find out just how honest they were by dropping wallets and seeing how many would be returned.

3.7 % Growth of the core sector in August, a seven month high. This takes the overall growth in April-August this year to 2.3 % compared with 6.3 % in the corresponding period next financial year.

$19 million Estimated average spending by companies across the globe including India, on social media this year, according to a global study by information technology major Tata Consultancy Services. This will rise to $ 24 million in 2015.

Rising inflation, fewer employment avenues and dwindling earnings are taking a toll on the spending capacity in India. Over 72 % respondents from middle and lower middle income families would be forced to slash their Diwali expenditure by 40 % and on average spend nearly 25 % of their monthly salary on Diwali, according to a survey by Assochem.

Analysts believe the shutdown of the US government would have limited impact in sectors such as IT or tourism that are dependent on Visa clearances.

EXTERNAL AGENCY RATING

Rating Agency Name	ICRA
Rating	Long Term: BBB+
Rating Explanation	Moderate degree of safety and carry moderate credit risk.
Date	October, 2012

Rating Agency Name	ICRA
Rating	Short Term: A2
Rating Explanation	Strong degree of safety and carry low credit risk.
Date	October, 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.

INFORMATION PARTED BY

Name :	Ms. Prita
Designation :	Accountants
Contact No.:	91-22-28504028
Date :	30.10.2013

LOCATIONS

Registered Office :	‘Vakrangee House’, Plot No.66, Marol Co-Operative Industrial Estate, M.V. Road, Marol, Andheri (East), Mumbai – 400 059, Maharashtra, India
Tel. No.:	91-22-28504028/ 28503412/ 67765100
Fax No.:	91-22-28502017
E-Mail :	info@vakrangee.in
Website :	http://www.vakrangeesoftwares.com
Location :	Owned
Branch Office :	Located at : · Haryana · Chandigarh · New Delhi · Gurgaon · Jaipur · Lucknow · Indore · Ahmedabad · Pune · Bengaluru

DIRECTORS

AS ON 31.03.2013

Name :	Mr. Dinesh Nandwana
Designation :	Chairman and Managing Director
Date of Appointment :	28.05.1990
Name :	Dr. Nishikant Hayatnagarkar
Designation :	Whole Time Director, R&D
Date of Appointment :	27.08.1999
Name :	Mr. Ramesh M. Joshi
Designation :	Director
Date of Appointment :	20.10.2006
Name :	Mr. Anil Patodia
Designation :	Director
Date of Appointment :	02.04.1994
Name :	Mr. Sunil Agarwal
Designation :	Director
Date of Appointment :	28.06.2002
Name :	Mr. B.L. Meena
Designation :	Director
Date of Appointment :	25.10.2010

KEY EXECUTIVES

Name :	Ms. Darshi Shah
Designation :	Company Secretary and Compliance Officer
Name :	Ms. Prita
Designation :	Accountants
Audit Committee :	Mr. B. L. Meena (Chairman) Mr. Ramesh Joshi Mr. Anil Patodia
Remuneration and Compensation :	Mr. B. L. Meena (Chairman) Mr. Ramesh Joshi Mr. Dinesh Nandwana
Shareholders/ Investors Grievance Committee :	Mr. Ramesh Joshi (Chairman) Mr. Anil Patodia Dr. Nishikant Hayatnagarkar
Resource committee :	Mr. Dinesh Nandwana (Chairman) Mr. Anil Patodia Dr. Nishikant Hayatnagarkar
Corporate governance committee :	Mr. Anil Patodia (Chairman) Dr. Nishikant Hayatnagarkar Mr. Ramesh Joshi

MAJOR SHAREHOLDERS / SHAREHOLDING PATTERN

AS ON 30.09.2013

Category of Shareholders	Number of Shares	Percentage of Holding
(A) Shareholding of Promoter and Promoter Group
(1) Indian
Individuals / Hindu Undivided Family	29865100	5.94
Bodies Corporate	165311414	32.87
Sub Total	195176514	38.81
(2) Foreign
Total shareholding of Promoter and Promoter Group (A)	195176514	38.81
(B) Public Shareholding
(1) Institutions
Financial Institutions / Banks	31064860	6.18
Foreign Institutional Investors	6824457	1.36
Sub Total	37889317	7.53
(2) Non-Institutions
Bodies Corporate	180214517	35.83
Individuals
Individual shareholders holding nominal share capital up to Rs.0.100 million	21941524	4.36
Individual shareholders holding nominal share capital in excess of Rs.0.100 million	62379600	12.40
Any Others (Specify)	5363848	1.07
Clearing Members	4147472	0.82
Non Resident Indians	1216376	0.24
Sub Total	269899489	53.66
Total Public shareholding (B)	307788806	61.19
Total (A)+(B)	502965320	100.00
(C) 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)	502965320	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	Total shares (including underlying shares assuming full conversion of warrants and convertible securities) as a % of diluted share capital
1	Vakrangee Holdings Private Limited	6,94,00,000	13.80
2	Vakrangee Holdings Private Limited	5,59,75,194	11.13
3	Vakrangee Capital Private Limited	3,97,89,120	7.91
4	Dinesh Nandwana	2,97,67,100	5.92
5	Vakrangee Capital Private Limited	1,47,100	0.03
6	Dinesh Nandwana HUF	98,000	0.02
	Total	19,51,76,514	38.81

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	Life Insurance Corporation of India	29928215	5.95
2	Bluepearl Trading Company Private Limited	21700000	4.31
3	Seahorse Mercantile Company Private Limited	21417390	4.26
4	Ashtavakra Properties Private Limited	16453312	3.27
5	Abhirati Trading Private Limited	16603311	3.30
6	Highpoint Trading Company Private Limited	18044041	3.59
7	Newtree Trading Company Private Limited	13165300	2.62
8	Bluepearl Trading Company Private Limited	12888500	2.56
9	Vinod Laxminarayan Bohra	9582985	1.91
10	Bluepearl Trading Company Private Limited	8018781	1.59
11	Cybernetix Automation Private Limited	7589059	1.51
12	Mehta Equities Limited	5583585	1.11
	Total	180974479	35.98

Shareholding of securities (including shares, warrants, convertible securities) of persons (together with PAC) belonging to the category “Public” and holding more than 5% of the total number of shares of the Company :

Sl. No.	Name(s) of the shareholder(s) and the Persons Acting in Concert (PAC) with them	No. of Shares	Shares as % of Total No. of Shares
1	Life Insurance Corporation of India	29928215	5.95
	Total	29928215	5.95

Details of Locked-in Shares:

Sl. No.	Name of the Shareholder	No. of Shares	Locked-in Shares as % of Total No. of Shares
1	Vakrangee Holdings Private Limited	4,74,00,000	9.42
	Total	4,74,00,000	9.42

BUSINESS DETAILS

Line of Business :	Subject is engaged in business of providing e-governance related solutions, system integration, and information technology (IT) enabled services.
Terms :
Selling :	L/C and Credit
Purchasing :	L/C and Credit

GENERAL INFORMATION

Customers :

End Users

No. of Employees :

5585 (Approximately)

Bankers :

• Union Bank of India
• Axis Bank Limited
• ICICI Bank Limited
• ING Vysya Bank Limited
• Andhra Bank
• Punjab National Bank
• Dhanlaxmi Bank Limited
• State Bank of India
• State Bank o f Mauritius

Facilities :

Secured Loans	31.03.2013 (Rs. in Millions)	31.03.2012 (Rs. in Millions)
LONG-TERM BORROWINGS
(i) Term Loans
- From Banks	1139.021	1337.390
- From Others	295.556	222.222
(ii) Long-term maturities of finance lease obligations	22.277	0.000
SHORT-TERM BORROWINGS
(i) Loans repayable on demand
- From Banks	2695.498	1936.169
(ii) Loans and Advances from Related Parties	0.000	0.000
(iii) Inter Corporate Deposits	0.000	37.000
Total	4152.352	3532.781

Notes:

LONG-TERM BORROWINGS

Terms of repayment of term loans and other loans.

i) Term Loan from Banks:

1. The Company has entered into a Common Loan Agreement appointing Axis Trustee Services Limited as Security Trustee for reallocation of the Rupee Term Loan amounting to Rs.2250.000 millions sanctioned by Axis Bank Limited.

The said Rupee Term Loan has been allocated to each of the lenders (parties to the Common Loan Agreement) as follows:

- Axis Bank Limited - Rs.1000.000 millions

- Andhra Bank - Rs.750.000 millions

- Punjab National Bank - Rs.500.000 millions

The initial interest rate in respect of all the lenders shall be 13% p.a. payable with monthly rests irrespective of the individual interest rates mentioned in respective lenders’ sanction letters, subject to further change in Base Rate till date of documentation. The highest rate of interest of any lender shall be applicable and payable by the Company to all the lenders.

The interest spread reset shall be done every 2 years from the date of first disbursement. The loan is to be repaid in 14 unequal quarterly installments commencing after moratorium period of six months from the date of first disbursement / LC opening. First installment shall be due at the end of six months, thereby total tenor of the loan to be 45 months.

2. The Company has taken a term loan in the form of External Commercial Borrowings (ECBs) of USD 10 Million from State Bank of Mauritius during the year. The borrowings are made at an interest rate equal to the sum of LIBOR and the Margin as specified in the Term Loan Facility Agreement. The payment of interest to be made quarterly. Present rate of interest is 3.561% p.a. The loan is to be repaid in 12 quarterly installments starting from June 30, 2014, with first 11 installments in equal amounts and the amount of the last i.e. twelfth installment being the balance of principal pending for repayment, thereby total tenor of the loan to be five years.

The Company has entered into a Cross Currency and Interest Rate Swap facility with the State Bank of Mauritius, Mumbai Office, for hedging of the ECB repayments (principal and interest). By way of this swap facility, the rate of interest has been fixed at 9.62% p.a. for complete tenor of the term loan. The spot reference rate for repayment of the said loan has been fixed at Rs.56.08 for 1 USD.

The bank has sanctioned Loan Equivalent Value (LEV) of Rs.64.930 millions under currency swap facility. Negative Mark-to-Market threshold limit for margin call has been fixed at Rs.50.000 millions. In case, the net payables exceed the exposure, the Bank has the right to call for additional deposit margin forthwith to maintain the exposure within the threshold limit. The Company shall deposit cash collateral as per Bank’s instructions, if negative MTM exceeds Rs.50.000 millions.

ii) Term Loan from GE Money Financial Services Private Limited, including fresh borrowings during the year, carries an interest rate equal to the sum of Reference Benchmark rate and the Interest spread as specified in the Loan agreement. Present rate of interest is 11.52% p.a. w.e.f. January 20, 2013 and 12.70% p.a. for the fresh borrowings during the year drawn on March 8, 2013. The interest payment to be made monthly. Principal repayment shall be in monthly equal installments for 36 months from the date of drawdown.

iii) Obligation under finance lease from Siemens Financial Services Private Limited are repayable in 36 monthly equal installments. These obligations carry an interest rate of 14.00% p.a.

Nature of security of each type of secured loans.

i) Term Loans from Banks - Axis Bank, Andhra Bank and Punjab National Bank:

1. First pari-passu charge on entire UID kits purchased out of the term loan.

2. Second parri-passu charge on current assets of the Company.

3. Second parri-passu charge on moveable assets of the Company.

4. Second parri-passu charge through mortgage on the office premises of the Company, situated at Marol Co-Operative Industrial Society and Hind Saurashtra Industries Co-Operative Society Limited, Marol, Andheri (East), Mumbai.

5. Second pari passu charge on the assets financed through ECB facility sanctioned by State Bank of Mauritius

6. Lien on Fixed Deposit amounting to Rs.35.000 millions held with the Banks.

7. Personal Guarantee of Mr. Dinesh Nandwana, Chairman and Managing Director of the Company.

ii) Term Loans from Banks - State Bank of Mauritius (ECB):

1. First charge on all moveable and immoveable fixed assets financed out of the term loan, with a minimum asset cover ratio of 1.33 times.

2. Second parri-passu charge on all assets of the Company excluding those financed through this term loan.

3. Second pari passu charge on the UID kits procured from term loans availed from Axis Bank, Andhra Bank and Punjab National Bank.

4. Personal Guarantee of Mr. Dinesh Nandwana, Chairman and Managing Director of the Company.

iii) Term Loans from Others - GE Money Financial Services Private Limited:

1. First pari-passu charge on all present and future moveable fixed assets of the Company excluding, UID kits financed by Axis Bank, Andhra Bank, Punjab National Bank and assets financed by State Bank of Mauritius.

2. First pari passu charge on all the immovable properties of the company acquired after March 31, 2011

3. First parri-passu charge through mortgage on the office premises of the Company, situated at Marol Co-Operative Industrial Society and Hind Saurashtra Industries Co-Operative Society Limited, Marol, Andheri (East), Mumbai and on the office premises of the Company situated at Chandigarh.

4. Second pari-passu charge on all present and future current assets.

5. Second pari-passu charge on UID kits financed by term loans of Axis Bank, Andhra Bank, Punjab National Bank.

6. Second pari passu charge on the assets financed through ECB facility sanctioned by State Bank of Mauritius.

7. Personal Guarantee of Mr. Dinesh Nandwana, Chairman and Managing Director of the Company.

iv) Finance Lease facility - Siemens Financial Services Private Limited

Obligations under finance lease are secured against fixed assets obtained under finance lease arrangements

Details of the aggregate of each loan guaranteed by directors or others, each head-wise.

All the term loans amounting to Rs.1434.577 millions (P.Y. Rs.1559.612 millions) guaranteed by Mr. Dinesh Nandwana, Chairman and Managing Director of the Company.

Details of continuing default in the repayment of loans and interest, specifying the period and amount separately in each case.

There has been no default in the repayment of loans or interest thereon as on date.

SHORT-TERM BORROWINGS

Nature of security of each type of secured loans.

a) Loans repayable on demand from Banks:

The Company had entered into a Security Trustee Agreement in the previous year appointing M/s. Axis Trustee Services Limited as Security Trustee for availing the working capital facilities under the multiple banking arrangement aggregating to Rs.3750.000 millions and the arrangement was converted into Working Capital Consortium Agreement from December 14, 2012 for the facilities amounting to Rs.5250.000 millions, with the following bankers:

- Axis Bank Limited

- Union Bank of India

- State Bank of India

- ICICI Bank Limited

- ING Vyasa Bank Limited

- Dhanlaxmi Bank Limited

- State Bank of Mauritius

These facilities are secured against the following charge on various assets of the Company:

1. Primary: First pari-passu charge on the entire current assets of the Company, both present and future.

2. Collateral:

- First pari-passu charge on the entire movable fixed assets of the Company (excluding UID kits financed by Axis Bank, Andhra Bank, Punjab National Bank and assets financed by State Bank of Mauritius) both present and future.

- First pari-passu charge on entire lands and office premises of the company and of Vakrangee Technologies Limited, situated at Marol Co-Operative Industrial Society and Hind Saurashtra Industries Co-Operative Society Limited, Marol, Andheri (East), Mumbai.

- Second pari-passu charge on the UID kits purchased from the term loan facilities from Axis Bank, Andhra Bank and Punjab National Bank.

- Second pari-passu charge on the assets financed through ECB facility sanctioned by State Bank of Mauritius

3. Corporate Guarantee of Company, Vakrangee Technologies Limited.

4. Personal Guarantee of Mr. Dinesh Nandwana, Chairman and Managing Director of the Company.

Banking Relations :	--
Financial Institution :	Axis Trustee Services Limited GE Money Financial Services Private Limited
Statutory Auditors :
Name :	S.K. Patodia and Associates Chartered Accountants
Address :	Mumbai, Maharashtra, India
Subsidiary Companies with whom the Company has entered into transactions during the year :	Vakrangee IT Solutions Limited ** E-Doc Vision Infotech Private Limited Vakrangee e-Solutions Inc. Vakrangee Finserve Limited Vakrangee Energy Private Limited *** ** ceased to be a subsidiary from March 29, 2013 *** ceased to be a subsidiary from January 7, 2012
Relative of key management personnel and Name of the enterprises having same key management personnel and/ or their relatives as the reporting enterprises with whom the Company has entered into transactions during the year :	Vakrangee Holdings Private Limited Vakrangee Lacteus and Hortus Limited Vakrangee Capital Private Limited Vakrangee Technologies Limited Vakrangee Infraprojects Limited Omnis Edu-Health Limited Omnis Infra Power Limited

CAPITAL STRUCTURE

AS ON 10.09.2013

Authorised Capital :

No. of Shares	Type	Value	Amount
750000000	Equity Shares	Re.1/- each	Rs.750.000 millions

Issued, Subscribed & Paid-up Capital :

No. of Shares	Type	Value	Amount
502965320	Equity Shares	Re.1/- each	Rs.502.965 millions

AS ON 31.03.2013

Authorised Capital :

No. of Shares	Type	Value	Amount
750000000	Equity Shares	Re.1/- each	Rs.750.000 millions

Issued, Subscribed & Paid-up Capital :

No. of Shares	Type	Value	Amount
502499320	Equity Shares	Re.1/- each	Rs.502.499 millions

FINANCIAL DATA

[all figures are in Rupees Millions]

ABRIDGED BALANCE SHEET

SOURCES OF FUNDS	31.03.2013	31.03.2012	31.03.2011
I. EQUITY AND LIABILITIES
(1) Shareholders' Funds
(a) Share Capital	502.499	250.240	237.115
(b) Reserves & Surplus	4652.893	3890.636	3239.225
(c) Money received against share warrants	0.000	0.000	85.400
(2) Share Application money pending allotment	0.000	0.000	0.653
Total Shareholders’ Funds (1) + (2)	5155.392	4140.876	3562.393
(3) Non-Current Liabilities
(a) Long-term borrowings	1456.854	1559.612	0.000
(b) Deferred tax liabilities (Net)	827.005	731.592	517.214
(c) Other long term liabilities	78.373	69.917	4.756
(d) Long-term provisions	0.000	0.000	0.000
Total Non-current Liabilities (3)	2362.232	2361.121	521.970
(4) Current Liabilities
(a) Short term borrowings	2695.498	2082.494	1528.865
(b) Trade payables	1747.917	1189.074	828.795
(c) Other current liabilities	1222.921	965.569	49.522
(d) Short-term provisions	406.852	214.561	137.238
Total Current Liabilities (4)	6073.188	4451.698	2544.420
TOTAL	13590.812	10953.695	6628.783
II. ASSETS
(1) Non-current assets
(a) Fixed Assets
(i) Tangible assets	4183.720	4871.179	2149.173
(ii) Intangible Assets	0.000	0.000	0.000
(iii) Capital work-in-progress	0.000	0.788	0.000
(iv) Intangible assets under development	0.000	0.000	0.000
(b) Non-current Investments	116.730	583.730	600.608
(c) Deferred tax assets (net)	0.000	0.000	0.000
(d) Long-term Loan and Advances	242.766	330.208	299.949
(e) Other Non-current assets	67.081	47.232	26.416
Total Non-Current Assets	4610.297	5833.137	3076.146
(2) Current assets
(a) Current investments	0.000	0.000	0.000
(b) Inventories	198.582	35.899	8.957
(c) Trade receivables	6613.696	4452.353	2677.970
(d) Cash and cash equivalents	312.227	259.695	175.044
(e) Short-term loans and advances	350.972	317.953	103.036
(f) Other current assets	1505.038	54.658	587.630
Total Current Assets	8980.515	5120.558	3552.637
TOTAL	13590.812	10953.695	6628.783

PROFIT & LOSS ACCOUNT

	PARTICULARS		31.03.2013	31.03.2012	31.03.2011
	SALES
		Revenue from Operations	15557.752	13521.443	8523.377
		Other Income	74.226	42.348	14.367
		TOTAL (A)	15631.978	13563.791	8537.744
Less	EXPENSES
		Operating Expenses	11484.597	10907.602	6992.682
		Changes in Inventories	(160.998)	(10.822)	2.827
		Employee Benefits Expenses	250.451	122.413	64.428
		Other Expenses	145.585	122.612	98.384
		TOTAL (B)	11719.635	11141.805	7158.321
Less	PROFIT BEFORE INTEREST, TAX, DEPRECIATION AND AMORTISATION (A-B) (C)		3912.343	2421.986	1379.423
Less	FINANCIAL EXPENSES (D)		858.367	552.515	179.053
	PROFIT BEFORE TAX, DEPRECIATION AND AMORTISATION (C-D) (E)		3053.976	1869.471	1200.370
Less/ Add	DEPRECIATION/ AMORTISATION (F)		1569.433	873.997	532.968
	PROFIT BEFORE TAX (E-F) (G)		1484.543	995.474	667.402
Less	TAX (H)		391.817	320.415	186.644
	PROFIT AFTER TAX (G-H) (I)		1092.726	675.059	480.758
	EARNINGS IN FOREIGN CURRENCY
		FOB Value of Exports	86.400	0.000	131.975
		Interest on loan to subsidiary	22.540	16.302	5.176
	TOTAL EARNINGS		108.940	16.302	137.151
	IMPORTS
		Capital Goods	0.000	165.183	0.000
	TOTAL IMPORTS		0.000	165.183	0.000
	Earnings Per Share (Rs.)
	- Basic		2.18	1.35	1.07
	- Dilated		2.14	1.33	0.97

KEY RATIOS

PARTICULARS		31.03.2013	31.03.2012	31.03.2011
PAT / Total Income	(%)	6.99	4.98	5.63
Net Profit Margin (PBT/Sales)	(%)	9.54	7.36	7.83
Return on Total Assets (PBT/Total Assets}	(%)	11.02	9.60	11.07
Return on Investment (ROI) (PBT/Networth)		0.29	0.24	0.19
Debt Equity Ratio (Total Debt/Networth)		0.81	0.88	0.43
Current Ratio (Current Asset/Current Liability)		1.48	1.15	1.40

LOCAL AGENCY FURTHER INFORMATION

Details of Current maturities of long-term debts:

Particulars	31.03.2013 (Rs. in millions)	31.03.2012 (Rs. in millions)	31.03.2011 (Rs. in millions)
Current maturities of long-term debts	1091.721	874.983	0.000

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	No
15) Capital in the business	Yes
16) Details of sister concerns	Yes
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	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

Unsecured Loans	31.03.2013 (Rs. in Millions)	31.03.2012 (Rs. in Millions)
SHORT-TERM BORROWINGS
(i) Loans and Advances from Related Parties	0.000	94.325
(ii) Inter Corporate Deposits	0.000	15.000
(iii) Other Loans and Advances	0.000	0.000
Total	0.000	109.325

SHORT-TERM BORROWINGS

Inter Corporate Deposits

The Inter-Corporate Deposit amounting to Rs. Nil (Previous Year Rs.37.000 millions) were secured against the Bank Guarantee given by the Company.

Details of the aggregate of each loan guaranteed by directors or others, each head-wise.

All the loans repayable on demand from banks amounting to Rs.2695.498 millions (P.Y. Rs.1936.169 millions) guaranteed by Mr. Dinesh Nandwana, Chairman and Managing Director of the Company.

Details of continuing default in the repayment of loans and interest, specifying the period and amount separately in each case.

There has been no default in the repayment of loans or interest thereon as on date.

CORPORATE INFORMATION

The Company is a public company domiciled in India and incorporated in May 1990 under the provisions of the Companies Act, 1956. Its shares are listed on Bombay stock exchange and National Stock Exchange in India. Subject along with its subsidiaries eDoc Vision Infotech Private Limited, Vakrangee e-Solutions Inc. (Philippines), Vakrangee Finserve Limited provides diverse solutions, services in e-governance sector with special competencies in handling massive, multi-state, and e-governance enrollment projects and software and IT solutions, Data Digitisation, Data Management System and Print Management System.

BOARD OF DIRECTORS

DINESH NANDWANA (Chairman and Managing Director)

Mr. Dinesh Nandwana is one of the main promoters of the company. By profession, Mr. Nandwana is a Chartered

Accountant. He is the navigator who drove the Company from a modest consultancy company to a well renowned

and prominent e-governance Company. His vast experience is backed by astute and dynamic leadership qualities. Mentoring the core management team and to carry the team to deliver the best in the class e-governance and IT & IT enabled services has been his forte over the years. His vision to take the Company to the new orbit have helped the Company to achieve the stringent targets and to claim the position of one of the best e-governance players in the market.

NISHIKANT HAYATNAGARKAR (Executive Director - R&D)

Dr. Nishikant Hayatnagarkar is a Doctorate in Computer Science from I. I. T., Powai, Mumbai. He is associated with the company since 1994. He is a well-known personality in the field of microchip designing. He has developed a voice recognition system, which is widely used in various applications like Tele Banking, Tele Gas Booking etc. He has also designed and developed Multilingual Keyboard and is consultant to Media Labs Asia – Kamal Rekhi School for Information Technology (IIT Mumbai) for development of Multilingual data input device – Marathi language Key Board (Key – Lekh) and E-Lekh (Tablet based Marathi language Input).

RAMESH M. JOSHI (Non Executive Independent Director)

Mr. Ramesh M. Joshi is a graduate in Economics and Law from the University of Nagpur. He had held various important positions in the Reserve Bank of India. He had the privilege of being nominated as a nominee of RBI on the Boards of various Banks. He had retired as an Executive Director of SEBI. He is also practicing as a senior corporate consultant.

ANIL PATODIA (Non Executive Independent Director)

Mr. Anil Patodia has a Bachelor’s degree in commerce with over 20 years experience of administration and has good leadership qualities to control huge projects involving large manpower.

SUNIL AGARWAL (Non Executive Independent Director)

Mr. Sunil Agarwal is Bachelor of Commerce with over 25 years experience in business administration. He is a very successful businessman with good leadership qualities to control huge projects and explore new business opportunities.

B.L. MEENA (Non Executive Independent Director)

Shri B.L. Meena has rich experience of having worked in different Government departments, including being Chief Commercial Manager NW Railway Jaipur of Indian Railway Traffic Service where he served for 28 years.

PERFORMANCE

Standalone

During the year, the Company recorded the total income of Rs.15631.978 millions from Rs.13563.791 millions in previous year, a growth of 15.25%. The EBITDA stood at Rs.3912.345 millions from Rs.2421.990 millions in previous year, an increase of 61.53%. Profit after Tax was increased to Rs.1092.727 millions from Rs.675.063 millions in previous year, up by 61.87%.

SUBSIDIARIES

The Company has made an additional investments of Rs.25.000 millions comprising of 2500000 equity shares of Rs.10 each in one of its subsidiary companies, eDoc Vision Infotech Private Limited during the year 2012-13.

The Company has the following subsidiaries:

• eDoc Vision Infotech Private Limited

The Company is to focus on consultancy on document and business process outsourcing to various customers. eDoc provides state of the art technology solutions. The Company has been allotted an Industrial plot admeasuring to 5 Acres from HSIIDC at IMT Manesar, Haryana, where on the Company is planning to develop an IT Centre. The project shall be financed partly by subject in form of equity and partly by debt from outsiders.

• Vakrangee e-Solutions INC.

They hold 100% of Equity Share capital of the Company which is incorporated in the financial year 2009-10 at Philippines for implementing the project they had bagged for Digitization of critical for Govt. of Philippines by setting up digitization centers all over Philippines.

• Vakrangee Finserve Limited

Vakrangee Finserve Limited is a 100% Subsidiary of the subject, incorporated in September 2011 with a focus on working as Business Correspondent for various Banks under the BC Model of Reserve Bank of India (2006) in the area of Financial Inclusion.

The Company has already signed agreements with State Bank of India, Bank of India and Union Bank of India for carrying out BC services for these banks in identified Gram Panchayats. The services include opening of Bank Accounts, Deposits, Withdrawals and remittances. Besides, the company would provide Business Facilitator Services to these banks which involve mobilization deposits and loans.

The company has a plan to extend its network to about 5000 outlets across the country in the next three years.

CONTINGENT LIABILITIES:

Particular	31.03.2013 (Rs in Millions)	31.03.2012 (Rs in Millions)
Claims against the company not acknowledged as debts	0.000	0.000
Company has provided Bank Guarantee to various parties which is not acknowledged in books of accounts	253.879	166.945
Other contingent liabilities (Note 1)	21.027	0.000
Total	274.906	166.945

Notes:

1. Income Tax demand has been raised during the course of Block Assessment for the Assessment Year 2005-06 to Assessment Year 2011-12 of Rs.21.027 millions (Previous Year Nil) for which the Company has filed rectification u/s 154 of the Income Tax Act, 1961. Appeals are pending before the Commissioner of Income Tax (Appeals).

2. The amount of liabilities, which may occur on levying of penalty and/or charges by clients for delays in execution of contracts within the time prescribed in the agreement, is unascertained.

UNAUDITED FINANCIAL RESULTS FOR THE QUARTER ENDED JUNE 30, 2013

(Rs. in millions)

S. No.	Particulars		3 months ended
			30.06.2013
			(Un-audited)
1	Income from Operations
	(a).Net Sales/ Income from Operations (Net of excise duty)		4019.438
	(b).Other Operating Income		0.074
	Total Income from Operations (Net) (a+b)		4019.512
2	Expenses
	(a).Cost of materials Consumed		2753.917
	(b).Purchase of Stock in Trade
	(c).Changes in inventories of finished goods, work-in-progress and stock-in-trade		46.952
	(d).Employee Benefit Expense		96.481
	(e).Depreciation and Amortisation Expense		413.337
	(f).Other Expenses		30.878
	Total Expenses		3341.565
3	Profit/(Loss) from Operations before Other Income, Finance Cost and Exceptional Items (1-2)		677.947
4	Other Income		58.419
5	Profit/(Loss) from Ordinary Activities before Finance Cost and Exceptional items (3+4)		736.366
6	Finance Cost		218.504
7	Profit/(Loss) from Ordinary Activities after Finance Cost but before Exceptional Items (5-6)		517.862
8	Exceptional Items		--
9	Profit/(loss) from Ordinary Activities before Tax (7-8)		517.862
10	Tax Expense
	(a) Current Tax		255.650
	(b) Deferred Tax		(76.912)
	(c) Taxes of earlier year		8.218
	(d) Mat credit Utilised		--
	Total Tax Expenses		186.956
11	Net Profit/(Loss) from Ordinary Activities after Tax (9-10)		330.906
12	Extra-Ordinary Items (net of Tax expense)		--
13	Net Profit for the period (11-12)		330.906
14	Share of Profit/ (Loss) of Associates		--
15	Minority Interest		--
16	Consolidated Net Profit/ (loss) after Taxes, Minority Interest and share of profit or loss of Associates (13+14+15)		--
17	Paid Up Equity Share Capital		502.965 FV Re.1/- each
18	Reserves excluding Revaluation Reserve as per Balance Sheet of Previous Accounting Year		4652.894
19 (i)	No. of equity shares for computing EPS
	(a) Basic		502627342
	(b) Diluted		511483039
19 (ii)	Earnings per Share(EPS) (before Extra Ordinary Items) (of Re.1/- each not annualised)
	(a) Basic		0.66
	(b) Diluted		0.65
19 (iii)	Earnings per Share(EPS) (after Extra Ordinary Items) (of Re.1/- each not annualised)
	(a) Basic		0.66
	(b) Diluted		0.65
Part II
A		PARTICULARS OF SHAREHOLDING
1		Public Shareholding:
		- No of Shares	307789906
		- Percentage of Shareholding	61.20
2		Promoter and Promoter Group Shareholding
		a) Pledged/Encumbered
		- Number of Shares	--
		- Percentage of Shares (as a % of the total shareholding of promoter and promoter group)	--
		- Percentage of Shares (as a % of the total share capital of the company)	--
		b) Non-Encumbered
		- Number of Shares	195175414
		- Percentage of Shares (as a % of the total shareholding of promoter and promoter group)	100.00
		- Percentage of Shares (as a % of the total share capital of the company)	38.80

	Particulars	3 months ended (30.06.2013)
B	Investor Complaints
	Pending at the beginning of the quarter	NIL
	Received during the quarter	7
	Disposed of during the quarter	7
	Remaining unresolved at the end of the quarter	NIL

Notes:

1. In accordance with the requirements of Clause 41 of the Listing Agreement with the Stock Exchanges, the Statutory Auditors have performed a limited review of the Company's standalone financial results for the quarter ended June 30, 2013. There are no qualifications in the limited review report.

2. The Standalone financial results for the quarter ended June 30, 2013 have been reviewed and recommended by the Audit Committee and approved by the Board of Directors at their respective meeting held on July 22, 2013.

3. Out of the total 1,51,72,000 options granted by the Company till date under "ESOP scheme 2008", 56,42,020 options have been exercised in aggregate till June 30, 2013, out of which 4,66,000 options were exercised during the quarter ended June 30, 2013 by the employees of the Company.

4. The Company's activities predominantly revolve around providing the E-governance related services. Considering the nature of Company's business and operations, there is only one reportable segment (business and / or geographical) in accordance with the requirements of the Accounting Standard 17 - "Segment Reporting" notified in the Companies (Accounting Standards) Rules 2006.

5. Previous quarter's/ year's figures have been regrouped / rearranged wherever necessary to confirm to the current Quarter's/ year's presentation.

6. The above results of the Company are available on the Company's website www.vakrangeesoftwares.com and also on www.bseindia.com and www.nseindia.com

FIXED ASSETS:

Tangible Assets

· Buildings

· Plant and Machinery

· Furniture and Fixtures

· Vehicles

· Office Equipments

· Computers and Printers

WEBSITE DETAILS:

MEDIA RELEASE

VAKRANGEE SOFTWARES Q1FY2013-14 FINANCIAL RESULTS

EBITDA stood at Rs.1149.700 millions, YoY growth of 36.2%

PAT stood at Rs.330.900 millions, YoY growth of 61.7%

PAT Margin is 8.23% in Q1FY2013-14

MUMBAI, July 22, 2013: Vakrangee Softwares Limited (VSL), announced its unaudited Financial Results for the quarter ended June 30, 2013, of the financial year 2013-14.

Key Financial Highlights for Q1FY2013-14

· Net Sales stood at Rs.4019.500 millions in Q1FY2013-14 as against Rs.3394.100 millions for the corresponding quarter last year, registering a growth of 18.4%

· EBITDA of Rs.1149.700 millions in Q1FY2013-14 as against Rs.844.200 millions for the corresponding quarter last year, registering a growth of 36.2 %

· EBITDA margin is 28.60% as against 24.87% for the corresponding quarter last year

· PAT stood at Rs.330.900 millions in Q1FY2013-14 as against Rs.204.700 millions for the corresponding quarter last year, registering a growth of 61.7%

· PAT margin is 8.23% as against 6.03% for the corresponding quarter last year

· EPS (basic) for the face value of Re.1 stood at Rs.0.66 in Q1FY2013-14 as against Rs.0.41 in Q1FY2012-13

About Vakrangee Softwares Limited

Incorporated in 1990, the Company is a prominent system integrator and end-to-end service provider which brings together all hardware, software as well as on ground activation for various Mission Mode Projects under National e-Governance Plan.

We are currently implementing Election related projects, UID Enrollment, Direct Benefit Transfer through Financial Inclusion, Public Distribution System, Common Service Centres, National Population Register, E-Mitra, Land and IGRS. We have partnered with Nationalized Banks, Private Banks, Regional Rural Banks, Central government and State governments for successfully implementing these flagship projects that will benefit every Indian.

The Company has been certified with CMMI Maturity Level 3, ISO 9001:2008, ISO 20000-1:2011 and ISO 27001:2005.

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.61.41
UK Pound	1	Rs.98.29
Euro	1	Rs.84.12

INFORMATION DETAILS

Information Gathered by :	PLK
Report Prepared by :	SMN

SCORE & RATING EXPLANATIONS

SCORE FACTORS	RANGE	POINTS
HISTORY	1~10	6
PAID-UP CAPITAL	1~10	6
OPERATING SCALE	1~10	6
FINANCIAL CONDITION
--BUSINESS SCALE	1~10	5
--PROFITABILIRY	1~10	6
--LIQUIDITY	1~10	5
--LEVERAGE	1~10	5
--RESERVES	1~10	6
--CREDIT LINES	1~10	5
--MARGINS	-5~5	-
DEMERIT POINTS
--BANK CHARGES	YES/NO	YES
--LITIGATION	YES/NO	NO
--OTHER ADVERSE INFORMATION	YES/NO	NO
MERIT POINTS
--SOLE DISTRIBUTORSHIP	YES/NO	NO
--EXPORT ACTIVITIES	YES/NO	NO
--AFFILIATION	YES/NO	YES
--LISTED	YES/NO	YES
--OTHER MERIT FACTORS	YES/NO	YES
DEFAULTERS
--RBI	YES/NO	NO
--EPF	YES/NO	NO
TOTAL		50

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.