MIRA INFORM REPORT

Report Date :

12.10.2013

IDENTIFICATION DETAILS

Name :	GAMIANA DIGITAL ENTERTAINMENT PRIVATE LIMITED
Registered Office :	321, Prabhadevi Industrial Estate, 402, Veer Savarkar Marg, Prabhadevi, Mumbai – 400025, Maharashtra
Country :	India
Financials (as on) :	31.03.2012
Date of Incorporation :	05.09.2008
Com. Reg. No.:	11-186502
Capital Investment / Paid-up Capital :	Rs. 0.803 Million
CIN No.: [Company Identification No.]	U92190MH2008PTC186502
Legal Form :	Private Limited Liability Company
Line of Business :	Trading and Developing Gaming Software, Publishing and Web Designing.
No. of Employees :	Not Available

RATING & COMMENTS

MIRA’s Rating :

B (30)

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

Maximum Credit Limit :	USD 89000
Status :	Moderate
Payment Behaviour :	Slow but correct
Litigation :	Clear
Comments :	Subject is an established company having a moderate track record. Liquidity position of the company is adversely affected due to continuous loss incurred by the company from its operations. However, trade relation are reported as fair. Business is active. Payment 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.

ECGC Country Risk Classification List – March 31^st, 2013

Country Name	Previous Rating (31.12.2012)	Current Rating (31.03.2013)
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

We are living in a world where volatility and uncertainty have become the New Normal. We saw a change of government in countries like Tunisia, Egypt, Libya and Vietnam. Once powerful countries in Europe are now fighting for bankruptcy. We have taken growth in the developing part of the world for granted but economic growth in China and India has begun to slow. Companies that were synonymous with their product categories just a few years ago are now no longer in existence. Kodak, the inventor of the digital camera had to wind up its operations, HMV, the British entertainment retailing company and Borders, once the second largest bookstore have shut down due to their inability to evolve their business models with the changing time. Readers’ Digest, Thomson Register are no more !

There is another megatrend happening. The World order is changing as economic power shifts from West to East. According to McKinsey study, it took Britain more than 100 years to double its economic output per person during its industrial revolution and the US later took more than 50 years to do the same. More than a century later, China and India have doubled their GDP per capital in 12 and 18 years respectively. By 2020, emerging Asia will become the world’s largest consuming block, overtaking North America.

The years after the outbreak of the global financial crisis, the world economy continues to remain fragile. The Indian economy demonstrated remarkable resilience in the initial years of the contagion but finally lost ground last year. GDP growth slowed down. Currency has been weakening. There is a marked deceleration in agriculture, industry and services. Dampening sentiment led to a cut-back in investment as well as private consumption expenditure.  Inflation remained at high levels fuelled by the pressure from the food and fuel sectors. The large fiscal and current account deficit s continued to cause grave concern. It is imperative that India regains its growth trajectory of 8-9 % sooner than later. This is crucially important given the need to create gainful livelihood opportunities for the millions living in poverty as also the large contingent of young people joining the job market every year.

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 DENIED

Name :	Mr. Vishal G.
Designation :	Director
Contact No.:	91-22-24327215/ 24376211
Date :	07.10.2013

LOCATIONS

Registered Office :	321, Prabhadevi Industrial Estate, 402, Veer Savarkar Marg, Prabhadevi, Mumbai – 400025, Maharashtra, India
Tel. No.:	91-22-24327215/ 24376211
Fax No.:	Not Available
E-Mail :	vishal@gamiana.com vsgolia@maharajagames.com
Website :	http://www.gamiana.com

DIRECTORS

As on: 29.09.2012

Name :	Mr. Vishal Sukhraj Golia
Designation :	Director
Address :	8, Rup Udey Niwas, 1st Floor, Sion (E), Mumbai – 400022, Maharashtra, India
Date of Birth/Age :	26.12.1977
Date of Appointment :	05.09.2008
DIN No.:	02146833
Name :	Mr. Burak Omerul Balik
Designation :	Director
Address :	Batikent Mah. Vehbi Dincerler Cad, Salih Ozturk Apartment, 34/10 Sehitkamil, Gaziantep – 27060, Turkey
Date of Birth/Age :	09.02.1978
Date of Appointment :	05.09.2008
DIN No.:	02192653
Name :	Mr. Han Sok Kim
Designation :	Director
Address :	5107 Esperanza, Irvine, 92618, Irvine – 92618, United States Of America
Date of Appointment :	18.03.2011
DIN No.:	03447880
Name :	Mr. Chetan Jayantilal Shah
Designation :	Director
Address :	652, Fawn Circle, Kng of Prussia, Pa, 19406, , United States Of America, Uae
DIN No.:	02192025

MAJOR SHAREHOLDERS / SHAREHOLDING PATTERN

As on: 29.09.2012

Names of Shareholders	No. of Shares
Shefali Shah	549
Rajendra Pandhare	220
Bhanu Chopra	484
Hari Balasubramanian	110
Mohit Goyal / Malavika Goyal	330
Splice Advisors Private Limited, India	330
Prachi Harish Mehta	110
Jigar Harish Mehta	110
Heral Harish Mehta	110
Sudhir Mehta	485
Atma Ram Properties Private Limited, India	485
Lex and Legal Services Private Limited, India	485
Fresco International Limited, Hong Kong	330
Rajendra S. Kulkarni	330
Sunil K Goyal	293
Deepak K Chhabria	485
Advance Computer Services Limited, India	485
Haystack Investments Limited, Mauritius	485
Pramod Bhasin	485
Inderdeep Singh	485
Suresh Reddy Saribala	485
Sanjeev Kakar	330
Vikas Kuthiala	485
Pragnya Advisors Private Limited, India	439
Dharminder Singh Sandhu	485
Satya Narayan Bansal	220
Deep Kalra	485
Nagaraja Prakasam	220
V P Rajesh	220
Rajsthan Projects Private Limited, India	220
Khetan Ashok Radhavallabh	220
Indian Angel Network Services Private Limited, India	115
Burak Balik	403
Chetan Shah	29359
Vishal Sukhraj Golia	29359
Han Sok Kim	6908
Sumit Maniar	3454
Total	80593

Equity Share Break up (Percentage of Total Equity)

As on: 29.09.2012

Category	Percentage
Bodies corporate	6.00
Directors or relatives of directors	81.93
Other top fifty shareholders	12.07
Total	100.00

BUSINESS DETAILS

Line of Business :

Trading and Developing Gaming Software, Publishing and Web Designing.

GENERAL INFORMATION

No. of Employees :	Not Available
Bankers :	Not Available

Banking Relations :	--
Auditors :
Name :	Rashmi Zaveri and Company Chartered Accountants
Address :	Arham Suit No. 2, Ground Floor, Plot No. 66, Near Gandhi Market, Sion (East), Mumbai – 400022, Maharashtra, India
Tel. No.:	91-22-24042032/ 33
Fax No.:	91-22-24078656
E-Mail :	nikhilzaveri@mtnl.net.in
PAN No.:	AAAPZ0102A

CAPITAL STRUCTURE

As on: 31.03.2012

Authorised Capital :

No. of Shares	Type	Value	Amount
90000	Equity Shares	Rs.10/- each	Rs. 0.900 Million

Issued, Subscribed & Paid-up Capital :

No. of Shares	Type	Value	Amount
80339	Equity Shares	Rs.10/- each	Rs. 0.803 Million

As on: 29.09.2012

Authorised Capital :

No. of Shares	Type	Value	Amount
90000	Equity Shares	Rs.10/- each	Rs. 0.900 Million

Issued, Subscribed & Paid-up Capital :

No. of Shares	Type	Value	Amount
80593	Equity Shares	Rs.10/- each	Rs. 0.806 Million

FINANCIAL DATA

[all figures are in Rupees Millions]

ABRIDGED BALANCE SHEET

SOURCES OF FUNDS	31.03.2012	31.03.2011
I. EQUITY AND LIABILITIES
(1)Shareholders' Funds
(a) Share Capital	0.803	0.597
(b) Reserves & Surplus	21.587	0.470
(c) Money received against share warrants	0.000	0.000
(2) Share Application money pending allotment	0.005	0.000
Total Shareholders’ Funds (1) + (2)	22.395	1.067
(3) Non-Current Liabilities
(a) long-term borrowings	1.041	1.817
(b) Deferred tax liabilities (Net)	0.000	0.000
(c) Other long term liabilities	0.000	0.000
(d) long-term provisions	0.000	0.000
Total Non-current Liabilities (3)	1.041	1.817
(4) Current Liabilities
(a) Short term borrowings	0.000	0.000
(b) Trade payables	0.110	0.500
(c) Other current liabilities	0.016	0.000
(d) Short-term provisions	0.001	0.056
Total Current Liabilities (4)	0.127	0.556
TOTAL	23.563	3.440
II. ASSETS
(1) Non-current assets
(a) Fixed Assets
(i) Tangible assets	0.080	0.000
(ii) Intangible Assets	0.000	0.000
(iii) Capital work-in-progress	4.091	3.330
(iv) Intangible assets under development	0.000	0.000
(b) Non-current Investments	15.796	0.000
(c) Deferred tax assets (net)	0.000	0.000
(d) Long-term Loan and Advances	0.507	0.000
(e) Other Non-current assets	0.000	0.000
Total Non-Current Assets	20.474	3.330
(2) Current assets
(a) Current investments	0.000	0.000
(b) Inventories	0.000	0.000
(c) Trade receivables	0.000	0.000
(d) Cash and cash equivalents	3.030	0.081
(e) Short-term loans and advances	0.002	0.008
(f) Other current assets	0.040	0.001
Total Current Assets	3.072	0.090
Miscellaneous Expenditure	0.017	0.020
TOTAL	23.563	3.440

SOURCES OF FUNDS		31.03.2010
SHAREHOLDERS FUNDS
1] Share Capital		0.212
2] Share Application Money		0.942
3] Reserves & Surplus		0.000
4] (Accumulated Losses)		(0.615)
NETWORTH		0.539
LOAN FUNDS
1] Secured Loans		0.000
2] Unsecured Loans		0.518
TOTAL BORROWING		0.518
DEFERRED TAX LIABILITIES		0.000
TOTAL		1.057
APPLICATION OF FUNDS
FIXED ASSETS [Net Block]		0.600
Capital work-in-progress		0.000
INVESTMENT		0.000
DEFERREX TAX ASSETS		0.000
CURRENT ASSETS, LOANS & ADVANCES
	Inventories	0.000
	Sundry Debtors	0.000
	Cash & Bank Balances	0.543
	Other Current Assets	0.000
	Loans & Advances	0.000
Total Current Assets		0.543
Less : CURRENT LIABILITIES & PROVISIONS
	Sundry Creditors	0.000
	Other Current Liabilities	0.102
	Provisions	0.006
Total Current Liabilities		0.108
Net Current Assets		0.435
MISCELLANEOUS EXPENSES		0.022
TOTAL		1.057

PROFIT & LOSS ACCOUNT

PARTICULARS	31.03.2012	31.03.2011	31.03.2010
PROFIT / (LOSS)	(1.634)	(1.859)	NA

KEY RATIOS

PARTICULARS	31.03.2012	31.03.2011	31.03.2010
Debt Equity Ratio (Total Debt/Networth)	0.05	1.71	0.96
Current Ratio (Current Asset/Current Liability)	24.19	0.16	5.02

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	Yes
10]	Designation of contact person	Yes
11]	Turnover of firm for last two years	No
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	No
17]	Major suppliers	No
18]	Major customers	No
19]	Payments terms	Yes
20]	Export / Import details (if applicable)	No
21]	Market information	--
22]	Litigations that the firm / promoter involved in	--
23]	Banking Details	No
24]	Banking facility details	No
25]	Conduct of the banking account	--
26]	Buyer visit details	--
27]	Financials, if provided	Yes
28]	Incorporation details, if applicable	Yes
29]	Last accounts filed at ROC	Yes
30]	Major Shareholders, if available	Yes
31]	Date of Birth of Proprietor/Partner/Director, if available	Yes
32]	PAN of Proprietor/Partner/Director, if available	No
33]	Voter ID No of Proprietor/Partner/Director, if available	No
34]	External Agency Rating, if available	No

Note: No Charges Exist for Company

UNSECURED LOAN

(Rs. In Millions)

Particulars	As on 31.03.2012	As on 31.03.2011
Long term borrowings
From directors	1.041	1.817
Total	1.041	1.817

FINANCIAL RESULTS AND OPERATIONS:

The Directors have to state that the Company has made a loss of Rs. 1.634 millions the year ended as on 31st March, 2012. In the current financial year, Gamiana successfully raised external funding from the Indian Angel Network. Mr. Chetan Shah, the lead investor from IAN was made a director on the board. The funding was raised for expediting development of gaming titles, hiring internal publishing team and marketing of its products. As per the Board's unanimous decision, focus was shifted to speed up the development of its first online strategy MMO game, Vinashi. An early version of Vinashi was shown at Game Developers' Conference in San Francisco and it received very good response from the gaming fraternity for its art design, music and freshness. Accordingly, the company is proceeding with further development of Vinashi with the aim for beta launch in the next quarter.

FIXED ASSETS

· Computer

· Software

· Trademark

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. 61.16
UK Pound	1	Rs. 97.77
Euro	1	Rs. 82.78

INFORMATION DETAILS

Information Gathered by :	SVA
Report Prepared by :	DPH

SCORE & RATING EXPLANATIONS

SCORE FACTORS	RANGE	POINTS
HISTORY	1~10	4
PAID-UP CAPITAL	1~10	4
OPERATING SCALE	1~10	3
FINANCIAL CONDITION
--BUSINESS SCALE	1~10	3
--PROFITABILIRY	1~10	3
--LIQUIDITY	1~10	3
--LEVERAGE	1~10	3
--RESERVES	1~10	4
--CREDIT LINES	1~10	3
--MARGINS	-5~5	-
DEMERIT POINTS
--BANK CHARGES	YES/NO	NO
--LITIGATION	YES/NO	NO
--OTHER ADVERSE INFORMATION	YES/NO	NO
MERIT POINTS
--SOLE DISTRIBUTORSHIP	YES/NO	NO
--EXPORT ACTIVITIES	YES/NO	NO
--AFFILIATION	YES/NO	NO
--LISTED	YES/NO	NO
--OTHER MERIT FACTORS	YES/NO	YES
DEFAULTER
--RBI	YES/NO	NO
--EPF	YES/NO	NO
TOTAL		30

This score serves as a reference to assess SC’s credit risk and to set the amount of credit to be extended. It is calculated from a composite of weighted scores obtained from each of the major sections of this report. The assessed factors and their relative weights (as indicated through %) are as follows:

Financial condition (40%) Ownership background (20%) Payment record (10%)

Credit history (10%) Market trend (10%) Operational size (10%)

RATING EXPLANATIONS

RATING		STATUS	PROPOSED CREDIT LINE
>86	Aaa	Possesses an extremely sound financial base with the strongest capability for timely payment of interest and principal sums	Unlimited
71-85	Aa	Possesses adequate working capital. No caution needed for credit transaction. It has above average (strong) capability for payment of interest and principal sums	Large
56-70	A	Financial & operational base are regarded healthy. General unfavourable factors will not cause fatal effect. Satisfactory capability for payment of interest and principal sums	Fairly Large
41-55	Ba	Overall operation is considered normal. Capable to meet normal commitments.	Satisfactory
26-40	B	Capability to overcome financial difficulties seems comparatively below average.	Small
11-25	Ca	Adverse factors are apparent. Repayment of interest and principal sums in default or expected to be in default upon maturity	Limited with full security
<10	C	Absolute credit risk exists. Caution needed to be exercised	Credit not recommended
--	NB	New Business	--

PRIVATE & CONFIDENTIAL : This information is provided to you at your request, you having employed MIPL for such purpose. You will use the information as aid only in determining the propriety of giving credit and generally as an aid to your business and for no other purpose. You will hold the information in strict confidence, and shall not reveal it or make it known to the subject persons, firms or corporations or to any other. MIPL does not warrant the correctness of the information as you hold it free of any liability whatsoever. You will be liable to and indemnify MIPL for any loss, damage or expense, occasioned by your breach or non observance of any one, or more of these conditions

This report is issued at your request without any risk and responsibility on the part of MIRA INFORM PRIVATE LIMITED (MIPL) or its officials.