MIRA INFORM REPORT

Report Date :

09.12.2014

IDENTIFICATION DETAILS

Name :	ESI SOFTWARE (INDIA) PRIVATE LIMITED
Registered Office :	No. 24 - 25, 27^th Cross, BSK 2^nd Stage, Bangalore – 560070, Karnataka
Country :	India
Financials (as on) :	31.03.2014
Date of Incorporation :	11.02.2004
Com. Reg. No.:	08-033353
Capital Investment / Paid-up Capital :	Rs.0.100 Million
CIN No.: [Company Identification No.]	U72200KA2004PTC033353
IEC No.:	0704012049
TAN No.: [Tax Deduction & Collection Account No.]	BLRE03660G
PAN No.: [Permanent Account No.]	AABCE2943C
Legal Form :	Private Limited Liability Company
Line of Business :	Subject is engaged into software services.
No. of Employees :	173 (In Office) (Approximately)

RATING & COMMENTS

MIRA’s Rating :

Ba (45)

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

Status :	Satisfactory
Payment Behaviour :	Usually correct
Litigation :	Clear
Comments :	Subject is a subsidiary of “ESI Group, France”. It is an established company having satisfactory track record. Tarde relations are fair. Business is active. Payment terms are reported as usually correct. In view of reputed parent and qualified management, the company can be considered 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.

ECGC Country Risk Classification List – September 30, 2014

Country Name	Previous Rating (30.06.2014)	Current Rating (30.09.2014)
India	A1	A1

Risk Category	ECGC Classification
Insignificant	A1
Low	A2
Moderate	B1
High	B2
Very High	C1
Restricted	C2
Off-credit	D

EXTERNAL AGENCY RATING

NOT AVAILABLE

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 31-03-2014.

INFORMATION PARTED BY

Name :	Venugopal K R
Designation :	Business Operations Head
Contact No.:	91-9880105125
Date :	09.12.2014

LOCATIONS

Registered Office :	No. 24 - 25, 27^th Cross, BSK 2^nd Stage, Bangalore – 560070, Karnataka, India
Tel. No. :	91-80-40174747
Mobile No. :	91-9900083389
Fax No. :	91-80-40174705
E-Mail :	Prasanth.R.Vengala@esi-group.com
Website :	www.esi-group.com
Area :	18000 Sq. ft
Location :	Rented

DIRECTORS

As on 31.03.2014

Name :	Mr. Nagesh Bysanni Lakshminarayana
Designation :	Managing director
Address :	DN - 4093 Prestige South Ride, BSK 3^rd Stage Bangalore, Karnataka, India
Date of Birth/Age :	26.04.1963
Date of Appointment :	11.02.2004
DIN No. :	01258253
Name :	Vincent Jacques Marie Chaillou
Designation :	Director
Address :	30, Rue Des Renaudes,Paris, 75017, France
Date of Birth/Age :	24.03.1950
Date of Appointment :	09.03.2004
DIN No. :	02568889
Name :	Alain Marie Daniel Loriot De Rouvray
Designation :	Director
Address :	09, Avenue Emile Deschanel, Paris, 75007, France
Date of Birth/Age :	08.10.1943
Date of Appointment :	09.03.2004
DIN No. :	02568939
Name :	Marco Robert Gremaud
Designation :	Director
Address :	Chemin Du College 11, Villars Sous Yens, 1168, Switzerland
Date of Birth/Age :	16.06.1960
Date of Appointment :	25.06.2012
DIN No. :	05308254

KEY EXECUTIVES

Name :	Venugopal K R
Designation :	Business Operations Head

MAJOR SHAREHOLDERS / SHAREHOLDING PATTERN

As on 31.03.2014

Names of Shareholders	No. of Shares	%age
ESI Group, France	9999	99.99
Nagesh BL	01	0.01
Total	10000	100.00

As on 31.03.2014

Equity Share Break up (Percentage of Total Equity)

Category	Percentage of Holding
Foreign holdings( Foreign institutional investor(s), Foreign companie(s) Foreign financial institution(s), Non-resident Indian(s) or Overseas Corporate bodies or Others	100.00
Total	100.00

BUSINESS DETAILS

Line of Business :	Subject is engaged into software services.
Products :	v VA One Software v ProCast Software v VPS Software v PAMSTAMP v CFD ACE+ v ICIDO v SysWeld,
Brand Names :	Not Available
Agencies Held :	Not Available
Exports :
Products :	Software Services
Countries :	France
Trade References :	ESI Group, France
Imports :
Products :	Software Products and Services
Countries :	France
Trade References :	ESI Group, France
Terms :
Selling :	Credit
Purchasing :	Credit

PRODUCTION STATUS – NOT AVAILABLE

GENERAL INFORMATION

Suppliers :

Not Divulged

Customers :

Reference 1 :	Vikram Sarabhi Space Centre, Trivandrum
Name of the Person :	Ms. Neetha (Structural Dynamic Head)
Contact No.:	91-471-2565703
Since How Long Known :	5 Years
Experience :	Product Quality – Excellent Delivery Behavior – Excellent Overall – Excellent
Maximum Limit Dealt :	Rs. 10.000 Millions
Remark :	It’s very good company. Their quality best and product which we require, we don’t get from any other company except them.

Reference 2 :	Mahindra and Mahindra Limited, Chennai
Name of the Person :	V. Radhika
Contact No.:	91-9884365569
Since How Long Known :	2 Years
Experience :	Product Quality – Excellent Delivery Behavior – Excellent Overall – Excellent
Maximum Limit Dealt :	Rs. 7.000 Millions
Remark :	The company is excellent, we don’t have any complaints or any negative point against them.

No. of Employees :

173 (In Office) (Approximately)

Bankers :

Banker Name 1	The Hongkong and Shanghai Banking Corporation Limited
Branch Address	7 M G Road, HSBC Centre, Bangalore – 560001, Karnataka, India
Banker Name 2	BNP Paribas
Branch Address	Landmark Building, 3^rd Floor, 21/15, M G Road, Bangalore, Karnataka, India
Person Name (With Designation)	Not Divulged
Contact Number	Not Divulged
Name of Account Holder	Not Divulged
Account Number	Not Divulged
Account Since (Date/Year of Account Opening)	Not Divulged
Average Balance Maintained (If Possible)	Not Divulged
Credit Facilities Enjoyed (If any)	Not Available
Account Operation	Not Divulged
Remarks (If any)	--

Facilities :

--

Auditors :
Name :	N M Arunkumar, P S Ananda Rao and Company Chartered Accountants
Address :	No:103, Krishna, II Main, Vinayaka Layout, II Stage, Marenahalli, Vijayanagar, Bangalore – 560040, Karnataka, India
Tel. No. :	91-80-23354485
E-Mail :	nma.psa@gmail.com
Memberships :	--
Collaborators :	--
Associates / Subsidiaries :	Not Available

CAPITAL STRUCTURE

As on 31.03.2014

Authorised Capital :

No. of Shares	Type	Value	Amount
1800000	Equity Shares	Rs.10/- each	Rs.18.000 Millions

Issued, Subscribed & Paid-up Capital :

No. of Shares	Type	Value	Amount
10000	Equity Shares	Rs.10/- each	Rs.0.100 Million

FINANCIAL DATA

[all figures are in Rupees Millions]

ABRIDGED BALANCE SHEET

SOURCES OF FUNDS	31.03.2014	31.03.2013	31.03.2012
I. EQUITY AND LIABILITIES
(1)Shareholders' Funds
(a) Share Capital	0.100	0.100	0.100
(b) Reserves & Surplus	224.613	217.258	197.097
(c) Money received against share warrants	0.000	0.000	0.000
(2) Share Application money pending allotment	0.000	0.000	0.000
Total Shareholders’ Funds (1) + (2)	224.713	217.358	197.197
(3) Non-Current Liabilities
(a) long-term borrowings	0.628	1.147	1.613
(b) Deferred tax liabilities (Net)	0.000	1.102	0.000
(c) Other long term liabilities	61.588	114.299	36.260
(d) long-term provisions	23.919	18.256	15.186
Total Non-current Liabilities (3)	86.135	134.804	53.059
(4) Current Liabilities
(a) Short term borrowings	0.000	0.000	0.000
(b) Trade payables	1.241	1.693	1.902
(c) Other current liabilities	51.141	41.295	21.649
(d) Short-term provisions	0.000	0.000	0.000
Total Current Liabilities (4)	52.382	42.988	23.551
TOTAL	363.230	395.150	273.807
II. ASSETS
(1) Non-current assets
(a) Fixed Assets
(i) Tangible assets	16.125	26.942	18.820
(ii) Intangible Assets	23.988	24.355	0.491
(iii) Capital work-in-progress	0.000	0.000	0.000
(iv) Intangible assets under development	0.000	0.000	0.000
(b) Non-current Investments	0.000	0.000	0.000
(c) Deferred tax assets (net)	0.000	0.000	0.000
(d) Long-term Loan and Advances	11.293	10.907	7.817
(e) Other Non-current assets	1.328	0.000	4.197
Total Non-Current Assets	52.734	62.204	31.325
(2) Current assets
(a) Current investments	0.000	0.000	0.000
(b) Inventories	0.000	0.000	0.000
(c) Trade receivables	144.876	213.168	203.616
(d) Cash and cash equivalents	125.787	80.393	16.134
(e) Short-term loans and advances	7.664	4.592	15.361
(f) Other current assets	32.169	34.793	7.371
Total Current Assets	310.496	332.946	242.482
TOTAL	363.230	395.150	273.807

PROFIT & LOSS ACCOUNT

	PARTICULARS		31.03.2014	31.03.2013	31.03.2012
	SALES
		Income	426.176	416.081	261.523
		Other Income	2.199	0.745	14.999
		TOTAL	428.375	416.826	276.522
Less	EXPENSES
		Cost of Materials Consumed	58.243	66.613	0.000
		Employees benefits expense	248.778	228.339	172.362
		Other expenses	96.837	75.943	42.201
		Amount no longer receivables of earlier years	0.000	0.000	3.227
		TOTAL	403.858	370.895	217.790
	PROFIT/ (LOSS) BEFORE INTEREST, TAX, DEPRECIATION AND AMORTISATION		24.517	45.931	58.732
Less	FINANCIAL EXPENSES		0.698	0.712	0.470
	PROFIT / (LOSS) BEFORE TAX, DEPRECIATION AND AMORTISATION		23.819	45.219	58.262
Less/ Add	DEPRECIATION/ AMORTISATION		13.993	12.588	16.315
	PROFIT/ (LOSS) BEFORE TAX		9.826	32.631	41.947
Less	TAX		2.471	12.471	18.615
	PROFIT/ (LOSS) AFTER TAX		7.355	20.160	23.332
	Earnings / (Loss) Per Share (Rs.)		736.00	2016.00	2333.00

KEY RATIOS

PARTICULARS		31.03.2014	31.03.2013	31.03.2012
Net Profit Margin (PAT/Sales)	(%)	1.73	4.85	8.92
Operating Profit Margin (PBDIT/ Sales)	(%)	5.75	11.04	22.46
Return on Total Assets (PBT/Total Assets}	(%)	2.71	8.26	15.32
Return on Investment (ROI) (PBT/Networth)		0.04	0.15	0.21
Debt Equity Ratio (Total Debt/Networth)		0.00	0.01	0.01
Current Ratio (Current Asset/Current Liability)		5.93	7.75	10.30

FINANCIAL ANALYSIS

[all figures are in Rupees Millions]

DEBT EQUITY RATIO

Particular	31.03.2012	31.03.2013	31.03.2014
	(Rs. In Millions)	(Rs. In Millions)	(Rs. In Millions)
Share Capital	0.100	0.100	0.100
Reserves & Surplus	197.097	217.258	224.613
Net worth	197.197	217.358	224.713
long-term borrowings	1.613	1.147	0.628
Short term borrowings	0.000	0.000	0.000
Total borrowings	1.613	1.147	0.628
Debt/Equity ratio	0.008	0.005	0.003

YEAR-ON-YEAR GROWTH

Year on Year Growth	31.03.2012	31.03.2013	31.03.2014
	(Rs. In Millions)	(Rs. In Millions)	(Rs. In Millions)
Revenue from operations	261.523	416.081	426.176
		59.099	2.426

NET PROFIT MARGIN

Net Profit Margin	31.03.2012	31.03.2013	31.03.2014
	(Rs. In Millions)	(Rs. In Millions)	(Rs. In Millions)
Revenue from operations	261.523	416.081	426.176
Profit	23.332	20.160	7.355
	8.92%	4.85%	1.73%

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	Yes
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	No
17]	Major suppliers	No
18]	Major customers	Yes
19]	Payments terms	Yes
20]	Export / Import details (if applicable)	Yes
21]	Market information	-----
22]	Litigations that the firm / promoter involved in	-----
23]	Banking Details	Yes
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

INDEX OF CHARGES

No Charges Exist for Company

TRADE REFERENCES

1) Tata Motors Limited, Pune

Address: 1st Floor, J K InfoTech Plot 31-32, Phase-1 Rajeev Gandhi Info Park, Hinjewadi, Pune - 411 057, India

Name of Person: Mr. Dayananda Billade

Email: Dayanand.Billade@tatatechnologies.com

2) Vikram Sarabhai Space Centre, Trivandrum

Name of Person: Ms. Neetha – 91-471-2565703

Email: r_neetha@vssc.gov.in

3) Mahindra and Mahindra Limited, Chennai

Address: Mahindra Research Valley, Plot No.41/1, Anjur PO, Chengalpattu - 603 204, Tamilnadu, India

Name of Person: V Radhika, (Manager, NVH lab)

Tel No.: 91-44-22167261

Mobile: 91-9884365569

Email: V.RADHIKA@mahindra.com

4) Directorate of Naval Design

Address: Ministry of Defence, New Delhi, India

Name of Person: Y Sivaramakrishnan

Email: dgndk@nausena.nic.in

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.61.92
UK Pound	1	Rs.96.37
Euro	1	Rs.76.10

INFORMATION DETAILS

Information Gathered by :	HNA
Analysis Done by :	SUB
Report Prepared by :	ANK

SCORE & RATING EXPLANATIONS

SCORE FACTORS	RANGE	POINTS
HISTORY	1~10	6
PAID-UP CAPITAL	1~10	5
OPERATING SCALE	1~10	5
FINANCIAL CONDITION
--BUSINESS SCALE	1~10	5
-- PROFITABILITY	1~10	4
--LIQUIDITY	1~10	5
--LEVERAGE	1~10	5
--RESERVES	1~10	5
--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	YES
--AFFILIATION	YES/NO	YES
--LISTED	YES/NO	NO
--OTHER MERIT FACTORS	YES/NO	YES
DEFAULTER
--RBI	YES/NO	NO
--EPF	YES/NO	NO
TOTAL		45

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.