MIRA INFORM REPORT

Report Date :

17.09.2014

IDENTIFICATION DETAILS

Name :	AGC NETWORKS LIMITED
Registered Office :	Equinox Business Park, Tower 1 (Peninsula Techno Park), Off. Bandra-Kurla Complex,  LBS Marg, Kurla (West), Mumbai – 400070, Maharashtra
Country :	India
Financials (as on) :	31.03.2014
Date of Incorporation :	19.08.1986
Com. Reg. No.:	11-040652
Capital Investment / Paid-up Capital :	Rs.285.000 Millions
CIN No.: [Company Identification No.]	L32200MH1986PLC040652
Legal Form :	A Public Limited Liability Company. The Company’s Shares are Listed on the Stock Exchanges.
Line of Business :	The Company is engaged in manufacturing, trading and integrating network solutions and selling reputed brand of Video Conference, Voice and Data Products.
No. of Employees :	Information denied by management

RATING & COMMENTS

MIRA’s Rating :

Ba (48)

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

Status :	Satisfactory
Payment Behaviour :	Solow but correct
Litigation :	Exist
Comments :	Subject is an established company having satisfactory track. The company has incurred loss from its operations during 2014. However, the rating takes into consideration its experience promoters (viz., Essar Group) and management, sound technical know-how diverse client based across verticals and diversified capabilities and communication technology solutions. Trade relations are reported to be fair. Business is active. Payment terms are slow but correct. The company can be considered normal for business dealing at usual trade terms and condition.

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

N E W S

Verdict Implications: Apex court order may alter coal import dynamics. Traders go slowly on talks over coal supply contracts, uncertainty over cancellation of blocks weigh on stocks.

Recent arrest of the Chennai head of the Registrar of Companies, the ministry of corporate affairs arm that ensures that companies file all the information required by the Companies Act is the latest manifestation of a messy fight between a father and his adopted son for the control of Rs 40000 mn Business Empire. The Central Bureau of Investigation arrested Manumeethi Cholan after he accepted Rs 10 lakhs as bribe from M a M Ramaswamy, a CBI official said.

Central Bureau of Investigation books Electrotherm for cheating Central Bank of Rs 4360 mn.

Infosys maintains revenue guidance. COO Rao says attrition still an area of concern and it would take a few more quarters to bring down levels to 13-15 %.

DHL to invest Euro 100 mn in India over next 2 years. The firm has chosen India to pilot its e-commerce business model for the Asia-Pacific region.

Blackstone may buy stake in BlueRidge SEZ in line with the fund’s real estate strategy in India.

Kingfisher Airlines Ltd grounded in October 2012 under the weight of heavy debt and accumulated losses, recently approached the Delhi high court for relief in two separate cases. The airline challenged a notice by Punjab & National Bank alleging that it had wilfully defaulted on Rs 7700 mn of loans and sought more time to comply with the requirements under the listing agreements with the Stock Exchanges.

OnMobile likely to sack another 300 employees. The lay-offs follow a spate of senior-level exits over the past two years, starting with of its founder. The overall lay-offs could number around 600 and are driven by the need to cut costs, says a former employee.

EXTERNAL AGENCY RATING

Rating Agency Name	CARE
Rating	Long Term Bank Facilities: “BBB+”
Rating Explanation	Have moderate degree of safety and carry moderate credit risk.
Date	31.03.2014

Rating Agency Name	CARE
Rating	Short Term Bank Facilities: “A2”
Rating Explanation	Have strong degree of safety and carry low credit risk.
Date	31.03.2014

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 DENIED BY

Management Non Co-Operative (Tel No. 91-22-66617272)

LOCATIONS

Registered Office / Corporate Office:	Equinox Business Park, Tower 1 (Peninsula Techno Park), Off. Bandra-Kurla Complex,  LBS Marg, Kurla (West), Mumbai – 400070, Maharashtra, India
Tel. No.:	91-22-66617272
Fax No.:	91-22-24930644
E-Mail :	neelam.Kapoor@essar.com investors@agcnetworks.com
Website :	www.agcnetworks.com
Factory :	E-1/I, Gandhinagar Electronics Estate,  Gandhinagar - 382044, Gujarat, India
Tel. No.:	91-79-66712200
Regional Offices:	Located At · Bangalore · Chennai · Gandhinagar · Gurgaon · Hyderabad · Kolkata · Mumbai · Pune
Branches and Service Centers :	Located At · Bilaspur · Chandigarh · Guwahati · Kochi · Nagpur · Vadodara
Global Presence :	Located At · Australia · Bangladesh · Kenya · New Zealand, · Phillipines · Saudi Arabia · Singapore · South Africa · Sri Lanka · UAE · USA

DIRECTORS

As on 31.03.2014

Name :	Mr. Sujay R. Sheth
Designation :	Chairman - Independent Non-Executive Director
Date of Birth / Age :	44 Years
Date of Appointment	21.05.2011
Name :	Mr. Anil Nair
Designation :	Managing Director and CEO (w.e.f. 16th June, 2014)
Date of Birth / Age :	55 Years
Date of Appointment	16.06.2014
Name :	Mr. S. K. Jha
Designation :	Managing Director abd CEO (till 22nd April, 2014)
Name :	Mr. Haseeb Drabu
Designation :	Non-Executive Director (till 28th March, 2014)
Name :	Mr. Manhar Mandaliya
Designation :	Independent Non-Executive Director (w.e.f. 28th May, 2014)
Date of Birth / Age :	55 Years
Date of Appointment	28.05.2014
Name :	Mr. Neeraj Gupta
Designation :	Non-Executive Director (w.e.f. 22nd April, 2014)
Date of Birth / Age :	46 Years
Date of Appointment	22.04.2014
Name :	Mr. Sanjeev Verma
Designation :	Executive Director (Whole Time Director) (w.e.f. 15th May, 2014)
Date of Birth / Age :	47 Years
Date of Appointment	15.05.2014
Name :	Mr. Shuva Mandal
Designation :	Independent Non-Executive Director
Date of Birth / Age :	52 Years
Date of Appointment	21.05.2011

KEY EXECUTIVES

Name :	Mr. Pratik Bhanushali
Designation :	Company Secretary
Audit Committee :
Name :	Mr. Shuva Mandal
Designation :	Independent Non-Executive Director
Name :	Mr. Sujay R. Sheth
Designation :	Chairman - Independent Non-Executive Director
Name :	Mr. Manhar Mandaliya
Designation :	Independent Non-Executive Director (w.e.f. 28th May, 2014)
Name :	Mr. Neeraj Gupta
Designation :	Non-Executive Director (w.e.f. 22nd April, 2014)
Name :	Mr. Haseeb Drabu
Designation :	Non-Executive Director (till 28th March, 2014)
Stakeholders Relationship Committee :
Name :	Mr. Anil Nair
Designation :	Managing Director & CEO (w.e.f. 16th June, 2014)
Name :	Mr. Sanjeev Verma
Designation :	Executive Director (Whole Time Director) (w.e.f. 15th May, 2014 – till 16th June, 2014)
Name :	Mr. S. K. Jha
Designation :	Managing Director & CEO (till 22nd April, 2014)
Name :	Mr. Sujay R. Sheth - Chairman
Designation :	Independent Non-Executive Director
Ethics and Compliance Committee :
Name :	Mr. Shuva Mandal
Designation :	Chairman -Independent Non-Executive Director
Name :	Mr. Sujay R. Sheth
Designation :	Independent Non-Executive Director
Nomination and Remuneration Committee :
Name :	Mr. Shuva Mandal
Designation :	Independent Non-Executive Director
Name :	Mr. Sujay R. Sheth
Designation :	Chairman - Independent Non-Executive Director
Name :	Mr. Manhar Mandaliya
Designation :	Independent Non-Executive Director (w.e.f. 2nd June, 2014)
Executive Committee :
Name :	Mr. Anil Nair
Designation :	Managing Director and CEO (w.e.f. 16th June, 2014)
Name :	Mr. Sanjeev Verma
Designation :	Executive Director (Whole Time Director) (w.e.f. 15th May, 2014)
Name :	Mr. S. K. Jha
Designation :	Managing Director & CEO (till 22nd April, 2014)
Name :	Mr. Amal Thakore
Designation :	CFO (w.e.f. 16th June, 2014)
Corporate Social Responsibility Committee :
Name :	Mr. Shuva Mandal
Designation :	Independent Non-Executive Director
Name :	Mr. Sujay R. Sheth
Designation :	Chairman - Independent Non-Executive Director
Name :	Mr. Neeraj Gupta
Designation :	Non-Executive Director

SHAREHOLDING PATTERN

As on 30.06.2014

Category of Shareholder	No. of Shares	Percentage of Holding
(A) Shareholding of Promoter and Promoter Group
(1) Indian
(2) Foreign
Bodies Corporate	21349848	75.00
Sub Total	21349848	75.00
Total shareholding of Promoter and Promoter Group (A)	21349848	75.00
(B) Public Shareholding
(1) Institutions
Mutual Funds / UTI	10228	0.04
Financial Institutions / Banks	1800	0.01
Central Government / State Government(s)	327834	1.15
Insurance Companies	200	0.00
Foreign Institutional Investors	1988642	6.99
Sub Total	2328704	8.18
(2) Non-Institutions
Bodies Corporate	907300	3.19
Individuals
Individual shareholders holding nominal share capital up to Rs.0.100 million	3073331	10.80
Individual shareholders holding nominal share capital in excess of Rs.0.100 million	603514	2.12
Any Others (Specify)	203767	0.72
Overseas Corporate Bodies	600	0.00
Non Resident Indians	203167	0.71
Sub Total	4787912	16.82
Total Public shareholding (B)	7116616	25.00
Total (A)+(B)	28466464	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)	28466464	100.00

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

Name of Shareholders	No. of Shares	Percentage of Holding
Essar Telecom Limited	21349848	75.00
Total	21349848	75.00

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

Name of Shareholders	No. of Shares	Percentage of Holding
India Opportunities Growth Fund Limited - Pinewood Strategy	1364630	4.79
Emerging India Focus Funds	315895	1.11
Total	1680525	5.90

BUSINESS DETAILS

Line of Business :

The Company is engaged in manufacturing, trading and integrating network solutions and selling reputed brand of Video Conference, Voice and Data Products.

GENERAL INFORMATION

No. of Employees :

Information denied by management

Bankers :

· Yes Bank Limited

· IDBI Bank Limited

· Bank of India

· Credit Agricole Corporate and Investment Bank

Facilities :

SECURED LOANS	31.03.2014 Rs. In Millions	31.03.2013 Rs. In Millions
SHORT TERM BORROWINGS
Cash credit from banks	1458.000	1560.000
Buyers credit from banks	0.000	362.000
Indian Rupee Term loan from bank	0.000	400.000
Total	1458.000	2322.000

Notes:

Cash credit and buyers credit from banks is secured by first exclusive charge on entire current assets of the Company (present and future) including stocks of raw material, WIP, finished goods, book debts, insurances, etc. and by second charge on all moveable fixed assets of the Company. The cash credit is repayable on demand and carries average interest @ 13.5% p.a. Buyers credit is repayable on due date.

Banking Relations :	--
Auditors :
Name :	S. R. Batliboi and Associates Chartered Accountants
Address:	5^th Floor, Block B2, Nirlon Knowledge Park, Off Western Express Highway, Goregaon (East), Mumbai – 400063, Maharashtra, India
Tel. No.:	91-22-61920000
Fax No.:	91-22-61923000
Holding Company :	Essar Telecom Limited (Subsidiary of Essar Global Fund Limited) (w.e.f. 28 March 2014) Aegis Limited (upto 28 February 2014)
Ultimate holding company Subsidiaries :	Essar Global Fund Limited GC Networks Australia Pty. Limited AGC Networks Pte. Limited AGC Networks Inc.
Fellow Subsidiaries :	· Aegis Tech Limited · Actionline De Argentina S.A. · Aegis Communication Group LLC · Aegis Services Australia Pty Limited · Aegis Services Philippines Inc. · Aegis Aspire Consultancy Services Limited · Aegis BPO (Costa Rica) SRL · Aegis Outsourcing UK Limited · Global Vantedge Private Limited · Equinox Business Parks Limited · Essar Oil Limited · Essar Projects (India) Limited · Essar Power (Orissa) Limited · Essar Bulk Terminal (Salaya) Limited · Essar Steel India Limited · Essar Telecom Kenya Limited · Essar Power Transmission Company Limited · Vadinar Power Company Limited

CAPITAL STRUCTURE

As on 31.03.2014

Authorised Capital :

No. of Shares	Type	Value	Amount
30000000	Equity Shares	Rs.10/- each	Rs.300.000 Millions
1000000	Cumulative Redeemable Preference Shares	Rs.100/- each	Rs.100.000 Millions
	Total		Rs.400.00 Millions

Issued, Subscribed & Paid-up Capital :

No. of Shares	Type	Value	Amount
28466464	Equity Shares	Rs.10/- each	Rs.285.000 Millions

a. Reconciliation of the shares outstanding at the beginning and at the end of the reporting period

Equity Shares	Number of Shares	Rs. In Millions
At the beginning of the period	28466464	285.000
Issued during the period – Bonus issue	--	--
Outstanding at the end of the period	28466464	285.000

b. Terms / rights attached to equity shares

The Company has only one class of equity shares having par value of Rs.10 per share. Each holder of equity shares is entitled to one vote per share. The Company declares and pays dividends in Indian rupees. The dividend if proposed by the Board of Directors is subject to the approval of the shareholders in the Annual General Meeting.

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.

c. Shares held by holding Company

Out of equity shares issued by the Company, shares held by its holding Company are as below:

Name of Shareholder	Rs. In Millions
Essar Telecom Limited (Holding Company w.e.f. 28 March 2014) 21,349,848 (31 March 2013 : Nil) equity shares of ` 10 each fully paid	213.000
Aegis Limited, (Holding Company upto 28 February 2014) Nil (31 March 2013 : 21,349,848) equity shares of ` 10 each fully paid	0.000

d. Aggregate number of bonus shares issued during the period of five years immediately preceding the reporting date:

Name of Shareholder	Rs. In Millions
Equity shares allotted as fully paid bonus shares by capitalization of securities premium	14233232

e. Details of equity shares held by shareholders holding more than 5% shares:

Name of Shareholder	Number of Shares	% holding
Equity shares of Rs. 10 each fully paid
Essar Telecom Limited (Holding Company w.e.f. 28 March 2014)	21349848	75.00%
Aegis Limited, (Holding Company upto 28 February 2014)	--	--

As per of the Company, including its register of shareholders / members and other declarations received from shareholders regarding beneficial interest, the above shareholding represents both legal and beneficial ownership of shares.

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	285.000	285.000	142.000
(b) Reserves & Surplus	654.000	2,105.000	2,479.000
(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)	939.000	2,390.000	2,621.000
(3) Non-Current Liabilities
(a) long-term borrowings	9.000	21.000	0.000
(b) Deferred tax liabilities (Net)	0.000	0.000	40.000
(c) Other long term liabilities	34.000	0.000	0.000
(d) long-term provisions	67.000	77.000	46.000
Total Non-current Liabilities (3)	110.000	98.000	86.000
(4) Current Liabilities
(a) Short term borrowings	1,458.000	2,322.000	902.000
(b) Trade payables	1,575.000	1,935.000	1,461.000
(c) Other current liabilities	1,110.000	1,046.000	878.000
(d) Short-term provisions	37.000	52.000	305.000
Total Current Liabilities (4)	4,180.000	5,355.000	3,546.000
TOTAL	5,229.000	7,843.000	6,253.000
II. ASSETS
(1) Non-current assets
(a) Fixed Assets
(i) Tangible assets	161.000	213.000	253.000
(ii) Intangible Assets	25.000	12.000	22.000
(iii) Capital work-in-progress	25.000	0.000	0.000
(iv) Intangible assets under development	0.000	0.000	0.000
(b) Non-current Investments	487.000	492.000	150.000
(c) Trade receivables	25.000	0.000	125.000
(d) Deferred tax assets (net)	0.000	0.000	0.000
(e) Long-term Loan and Advances	813.000	689.000	527.000
(f) Other Non-current assets	59.000	11.000	7.000
Total Non-Current Assets	1,595.000	1,417.000	1,084.000
(2) Current assets
(a) Current investments	0.000	0.000	800.000
(b) Inventories	637.000	778.000	606.000
(c) Trade receivables	1,688.000	3,169.000	2,670.000
(d) Cash and cash equivalents	721.000	937.000	486.000
(e) Short-term loans and advances	525.000	1,465.000	584.000
(f) Other current assets	63.000	77.000	23.000
Total Current Assets	3,634.000	6,426.000	5,169.000
TOTAL	5,229.000	7,843.000	6,253.000

PROFIT & LOSS ACCOUNT

	PARTICULARS		31.03.2014	31.03.2013	31.03.2012
	SALES
		Income	3,053.000	5,944.000	6,210.000
		Other Income	185.000	421.000	114.000
		TOTAL (A)	3,238.000	6,365.000	6,324.000
Less	EXPENSES
		Cost of raw material and components consumed	44.000	227.000	237.000
		Purchase of traded goods	1,625.000	3,142.000	3,277.000
		(Increase)/ decrease in inventories of finished goods, work-in-progress and stores and spares	28.000	(162.000)	(298.000)
		Excise duty	1.000	1.000	1.000
		Employee benefits expense	762.000	1,142.000	1,070.000
		Other expenses	1,745.000	1,735.000	1,548.000
		Exceptional items	95.000	0.000	9.000
		TOTAL (B)	4,300.000	6,085.000	5,844.000
Less	PROFIT BEFORE INTEREST, TAX, DEPRECIATION AND AMORTISATION (A-B) (C)		(1,062.000)	280.000	480.000
Less	FINANCIAL EXPENSES (D)		297.000	323.000	63.000
	PROFIT BEFORE TAX, DEPRECIATION AND AMORTISATION (C-D) (E)		(1,359.000)	(43.000)	417.000
Less/ Add	DEPRECIATION/ AMORTISATION (F)		90.000	111.000	127.000
	PROFIT BEFORE TAX (E-F) (G)		(1,449.000)	(154.000)	290.000
Less	TAX (H)		2.000	78.000	127.000
	PROFIT AFTER TAX (G-H) (I)		(1,451.000)	(232.000)	163.000
Add	PREVIOUS YEARS’ BALANCE BROUGHT FORWARD		552.000	784.000	885.000
Less	APPROPRIATIONS
		Transfer to General Reserve	0.000	0.000	16.000
		Proposed Dividend	0.000	0.000	213.000
		Corporate Dividend Tax	0.000	0.000	35.000
	BALANCE CARRIED TO THE B/S		899.000	552.000	784.000
	EARNINGS IN FOREIGN CURRENCY
		Sales proceeds from overseas branch / Export Oriented Unit	187.000	407.000	893.000
	TOTAL EARNINGS		187.000	407.000	893.000
	IMPORTS
		Raw materials and components	0.000	12.000	44.000
		Traded Goods	1730.000	1674.000	2252.000
		Capital Goods	16.000	14.000	23.000
	TOTAL IMPORTS		1746.000	1700.000	2319.000
	Earnings/ (Loss) Per Share (Rs.)		(50.97)	(8.16)	5.72

KEY RATIOS

PARTICULARS		31.03.2014	31.03.2013	31.03.2012
PAT / Total Income	(%)	(44.81)	(3.64)	2.58
Net Profit Margin (PBT/Sales)	(%)	(47.46)	(2.59)	4.67
Return on Total Assets (PBT/Total Assets}	(%)	(30.88)	(2.09)	4.85
Return on Investment (ROI) (PBT/Networth)		(1.54)	(0.06)	0.11
Debt Equity Ratio (Total Debt /Networth)		1.56	0.98	0.34
Current Ratio (Current Asset/Current Liability)		0.87	1.20	1.46

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	142.000	285.000	285.000
Reserves & Surplus	2479.000	2105.000	654.000
Net worth	2621.000	2390.000	939.000
long-term borrowings	0.000	21.000	9.000
Short term borrowings	902.000	2322.000	1458.000
Total borrowings	902.000	2343.000	1467.000
Debt/Equity ratio	0.344	0.980	1.562

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
Sales	6,210.000	5,944.000	3,053.000
		(4.283)	(48.637)

NET PROFIT MARGIN

Net Profit Margin	31.03.2012	31.03.2013	31.03.2014
	Rs. In Millions	Rs. In Millions	Rs. In Millions
Sales	6,210.000	5,944.000	3,053.000
Profit	163.000	(232.000)	(1,451.000)
	2.62%	(3.90%)	(47.53%)

LOCAL AGENCY FURTHER INFORMATION

CURRENT MATURITIES OF LONG TERM DEBT DETAILS

Rs. In Millions

PARTICULARS	31.03.2014	31.03.2013	31.03.2012
Current maturities of long term debt	12.000	12.000	0.000
Total	12.000	12.000	0.000

Sr. No.	Check List by Info Agents	Available in Report (Yes / No)
1]	Year of Establishment	Yes
2]	Locality of the firm	Yes
3]	Constitutions of the firm	Yes
4]	Premises details	No
5]	Type of Business	Yes
6]	Line of Business	Yes
7]	Promoter's background	Yes
8]	No. of employees	No
9]	Name of person contacted	No
10]	Designation of contact person	No
11]	Turnover of firm for last three years	Yes
12]	Profitability for last three years	Yes
13]	Reasons for variation <> 20%	-----------
14]	Estimation for coming financial year	No
15]	Capital in the business	Yes
16]	Details of sister concerns	Yes
17]	Major suppliers	No
18]	Major customers	No
19]	Payments terms	No
20]	Export / Import details (if applicable)	No
21]	Market information	----------
22]	Litigations that the firm / promoter involved in	Yes
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

LITIGATION DETAILS

Case Details
Bench:- Bombay
Presentation Date:-				07/03/2014
Lodging No.:-	CPL/146/2014	Filing Date:-	07/03/2014			Reg. No.:-	CP/495/2014		Reg. Date:-	31/07/2014
Petitioner:-	TRI-SYS AUTOMATION PRIVATE LIMITED		Respondent:-			AGC NETWORKS LIMITED (CIN NO.: L32200MH1986PLC040652)
Petn.Adv:-	ANILA ACHARYA (I2651)
District:-	MUMBAI
Bench:-	SINGLE
Status:-	Pre-Admission		Category:-			COMPANY PETITION U/SEC 433,434,439 COMPANIES ACT
Next Date:-	09/10/2014		Stage:-			FOR DIRECTION (COMPANY MATTERS)
Coram:-	ACCORDING TO SITTING LIST
Act :-	Companies Act and Rules 1956				Under Section:-			433, 434 and 439

UNSECURED LOAN:

Particulars	31.03.2014 Rs. In Millions	31.03.2014 Rs. In Millions
LONG TERM BORROWINGS
Loan from Cisco Systems Capital (India) Private Limited (Unsecured)*	9.000	21.000
Total	9.000	21.000

* Interest free loan from Cisco Systems Capital (I) Private Limited is repayable in 12 quarterly installments of Rs.3 Million each starting from 14 February 2013.

CORPORATE INFORMATION

The Company is a public company domiciled in India and incorporated under the provisions of the Companies Act, 1956. Its shares are listed on two stock exchanges in India. The Company is engaged in manufacturing, trading and integrating network solutions and selling reputed brand of Video Conference, Voice and Data Products. The Company caters to both domestic and international markets. The Company also provides annual

maintenance service for telecom, networking and electronic products.

FINANCIAL PERFORMANCE

The Company, for the period ended March 31, 2014 recorded a gross turnover of Rs.3063.000 millions as against Rs.5976.000 millions for the period ended March 31, 2013. The loss before tax is Rs.1449.000 millions for the period ended March 31, 2014 as against loss before tax of Rs.154.000 millions for the previous period. The net loss is Rs.1451.000 millions as against net loss of Rs.232.000 millions for the previous period.

OPERATIONS

The world economy continued to experience subdued growth throughout FY 2014 as most major economies continued to underperform. In the same period, the U S economy experienced a positive growth in spite of being plagued by worries over a high unemployment rate and the U S fiscal cliff. In the emerging economies such as China and India, growth continued, albeit at a slower pace. Both these economies faced stiff but different macro headwinds. China appeared to have backstopped the slowdown, matching the growth rate of the previous year. In India, the GDP improved marginally compared to the previous year. Factors like sustained inflations, weakening local currency, alarming fiscal deficit and overall slowdown in demand weighed down heavily on the overall output.

BUSINESS OUTLOOK

According to IMF’s forecast, global growth is projected to strengthen from 3 per cent to 3.6 per cent in 2014, and 3.9 per cent in 2015. In the advanced economies, growth is expected to increase to around 2.25 per cent in 2014-15. The U S economy is expected to experience a strong growth of around 2.75 per cent. Similarly, in the emerging and developing economies, growth is expected to pick up to around 5 per cent in 2014. These macro developments indicate a positive outlook for the IT industry.

AWARDS AND RECOGNITIONS

• The Company received honours from the technology partner community:

• Industry Partner of the Year – BFSI from Microsoft Corporation

• Strategic Win 2013- Enterprise Sector from Juniper Networks

• Country Partner of the Year from AVAYA

• Video Collaboration Partner of the Year from AVAYA

OVERVIEW

The purpose of the Company is to accelerate businesses with customized technology solutions.

The Company is a Global ICT Solutions Provider and Integrator seamlessly delivering technology based solutions across global markets and verticals layered with a spectrum of applications and services. The Company is the leader in Enterprise Communications in India with global footprint in locations spanning India, the Middle East / Africa, North America and Australia / New Zealand. It has a differentiated approach to Solutions Integration and offers domain-focused, flexible & customized solutions through seamless services to customers across the globe. It currently serves more than 2500 customers worldwide, including Fortune 500 companies. AGC is an ISO 9001 and 27001 certified company.

The Company is part of the Essar group. Essar is a multinational corporation with investments in the sectors of Steel, Energy (Oil & Gas and Power), Infrastructure (Ports, Projects and Concessions) and Services (Shipping, Telecom, Realty and Outsourcing and Technology Solutions). With operations in more than 25 countries across five continents, Essar employs over 73,000 people and has revenues of US$ 39 billion.

INDEX OF CHARGE:

Sr. No.	Charge ID	Date of Charge Creation/Modification	Charge amount secured	Charge Holder	Address	Service Request Number (SRN)
1	10519275	11/04/2014	450,000,000.00	Yes Bank Limited	9th Floor, Nehru Centre, Discovery Of India, Dr. Annie Besant Road, Worli, Mumbai, Maharashtra - 400018, India	C20079760
2	10436311	23/05/2013	400,000,000.00	IDBI Bank Limited	IIDBI Complex, 1st Floor, off CG Road, ahmedabad, Gujarat - 380006, INDIA	B79385340
3	10416455	27/02/2013	400,000,000.00	Yes Bank Limited	9th Floor, Nehru Centre, Discovery Of India, Dr. Annie Besant Road, Worli, Mumbai, Maharashtra - 400018, India	B72211071
4	10363921	14/06/2012	2,500,000,000.00	Yes Bank Limited	9th Floor, Nehru Centre, Discovery Of India, Dr. Annie Besant Road, Worli, Mumbai, Maharashtra - 400018, India	B42962977
5	90229724	12/02/2013 *	2,500,000,000.00	Yes Bank Limited	9th Floor, Nehru Centre, Discovery Of India, Dr. Annie Besant Road, Worli, Mumbai, Maharashtra - 400018, India	B72227655
6	90231098	20/11/2001	704,000,000.00	Bank Of India	70/80; M. G. Road, Mumbai, Maharashtra - 400023, India	-
7	90232120	15/03/1999	8,500,000.00	Canara Bank	B. S. Marg, Bandra Kurla Complex, Mumbai, Maharashtra - 400023, India	-
8	90232106	07/12/1998	3,600,000.00	The Lakshmi Vilas Bank Ltd.	Big Bazar, Colaba, Palakkad, Maharashtra - 678014, India	-
9	90229375	13/05/1999 *	150,000,000.00	Bank Of India	70/80; M. G. Road, Mumbai, Maharashtra - 400023, India	-
10	90232096	13/05/1999 *	150,000,000.00	Industrial Development Bank Of India	IDBI Tower, Wtc Complex; Colaba, Mumbai, Maharashtra - 400005, India	-
11	90229323	12/03/1998	51,600,000.00	State Bank Of Travancore	Chennai, Chennai, Tamil Nadu, India	-
12	90232038	03/09/1997	10,000,000.00	Canara Bank	B. S. Marg, Mumbai, Maharashtra - 400005, India	-
13	90230936	27/03/1997	4,800,000.00	Canara Bank	B. S. Marg, Mumbai, Maharashtra - 400005, India	-
14	90229096	02/08/1996	117,100,000.00	BANK OF INDIA	Mumbai Industrial Finance Branch, 70/80; M. G. Road, Mumbai, Maharashtra - 400023, India	-
15	90228522	16/10/1999 *	76,000,000.00	CANARA BANK	B. S. Marg; Fort, Bombay, Maharashtra - 400023, India	-
16	90228128	23/06/1999 *	60,000,000.00	Bank Of India	Industrial Finance Branch, M. G. Road, Mumbai, Maharashtra - 400023, India	-
17	90230560	08/07/1996 *	60,000,000.00	Bank Of India	Industrial Finance Branch, M. G. Road, Mumbai, Maharashtra - 400023, India	-
18	90228006	04/05/1989 *	7,700,000.00	Industrial Development Bank Of India	Nariman Point, 227; Vijay K. Shah Marg; Nariman Point, Bombay, Maharashtra - 400021, India	-
19	90228005	04/05/1989 *	7,800,000.00	The Industrial Credit and Investment Corpn. Of India Limited	163; Backbay Reclamation, Bombay, Maharashtra - 400020, India	-

FIXED ASSETS:

· Land

· Building

· Plant and Machinery

· Computer

· Vehicles

· Furniture and Fixture

PRESS RELEASE:

AGC NETWORKS ANNOUNCES UNAUDITED RESULTS FOR THE QUARTER ENDED JUNE 30, 2014

Mumbai,12th August 2014: AGC Networks Limited, (BSE: 500463 and NSE: AGCNET) , an Essar enterprise and a Global ICT Solution Integrator in Unified Communications, Network Infrastructure, Data Centre & Virtualization and Enterprise Applications, today announced unaudited financial results for Q1 FY 2015.

Key Consolidated Financial Highlights for Q1 FY 2015

Highlights for Q1 FY 2015 vs Q4 FY 2014:

· Revenue increased marginally by 5.4% on QoQ basis. Rs1921.000 Millions in Q1 FY 2015 versus Rs1822.000 Millions in Q4 of FY 201

· Loss After Tax for Q1 FY 15 is Rs195.000 Millions against Loss After Tax of Rs 660.000 Millions in Q4 FY 2014

· Loss at EBIDTA level for Q1 FY15 is Rs.46.000 Millions against loss at EBIDTA level of Rs.470.000 Millions in Q4 FY 2014

Highlights for Q1 FY 2015 vs Q1 FY 2014:

· Revenues for Q1 FY 2015 and Q1 FY 2014 is flat at Rs1921.000 Millions

· Loss After Tax for Q1 FY 2015 is Rs195.000 Millions against Loss After Tax of Rs.844.000 Millions in Q1 FY 2014

· Loss at EBIDTA level for Q1 FY15 is Rs.46.000 Millions against Loss at EBIDTA level of Rs.690.000 Millions in Q1 FY 2014

In line with the re-organization of business practices and management, the Company continues to focus on ‘Accelerating Business’ for its esteemed customers across the globe with customized technology solutions to create global leverage across focused markets. AGC’s global operations have shown a turnaround and are positive this quarter.

Business highlights in the US market include wins in the North American market from a large financial institution in the Southeast, large multi OEM services contracts in the Midwest and Southeast, a significant enterprise project win in a competitive city government bid in the Southwest and a Customer Satisfaction Score of 9.5 on a scale of 10.

Our Australia team deployed a large Unified Communications upgrade across 12 countries and signed an exclusive deal with a large BPO for supply of their infrastructure.

In the Middle East & Africa markets, we secured a large contract from a leading University of Ethiopia based on a Student Information Systems and successfully implemented the entire Data Centre with Servers, Storage & Contact Centre for one of the biggest Car Rental companies in Saudi Arabia.

In India, we deployed a high performance server solution for a leading global bank, a comprehensive communication solution including Voice, Video and underlying intelligent network for a leading steel manufacturer and enhanced the customer service capability of a leading computer peripherals manufacturer with AGC’s service wrap around the call management suite.

Speaking on the occasion, Anil Nair, MD and CEO, AGC Networks said “Exemplary responsiveness, superior design and sharp project execution are AGC’s differentiators to catalyze business growth for our customers’ evolving technology needs. And this approach is uniformly adopted across our four focused markets of North America, Middle East / Africa; Australia / New Zealand and India.”

Amal Thakore, Chief Financial Officer, AGC Networks expressed “We are progressively strengthening our financial controls and corporate governance across the geographies that we operate in.”

About AGC Networks:

AGC Networks (AGC) is a Global Solution Integrator delivering technology solutions in Unified Communications, Network Infrastructure, Data Center / Virtualization and Enterprise Applications. AGC is a leader in Enterprise Communications in India and has a significant presence in the Middle East / Africa, North America and Australia / New Zealand.

In collaboration with global technology partners like Avaya, Cisco, HP, Juniper, Netapp and Polycom among others, AGC delivers domain focused, flexible and customized technology solutions and seamless services to accelerate our customer’s business.

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.61.10
UK Pound	1	Rs.99.05
Euro	1	Rs.79.03

INFORMATION DETAILS

Information Gathered by :	HNA
Analysis Done by :	KAR
Report Prepared by :	VNT

SCORE & RATING EXPLANATIONS

SCORE FACTORS	RANGE	POINTS
HISTORY	1~10	6
PAID-UP CAPITAL	1~10	5
OPERATING SCALE	1~10	6
FINANCIAL CONDITION
--BUSINESS SCALE	1~10	6
--PROFITABILIRY	1~10	3
--LIQUIDITY	1~10	5
--LEVERAGE	1~10	5
--RESERVES	1~10	6
--CREDIT LINES	1~10	6
--MARGINS	-5~5	--
DEMERIT POINTS
--BANK CHARGES	YES/NO	YES
--LITIGATION	YES/NO	YES
--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
DEFAULTER
--RBI	YES/NO	NO
--EPF	YES/NO	NO
TOTAL		48

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.