MIRA INFORM REPORT

Report No. :	316011
Report Date :	04.04.2015

IDENTIFICATION DETAILS

Name :	SPHERE CUBE INFRASTRUCTURE PRIVATE LIMITED
Formerly Known As :	SPHERE INFRASTRUCTURE PRIVATE LIMITED (w.e.f. 20.01.2010)
Registered Office :	648/B, K J Patel Marg, Opposite Main Railway Station, Vadodara – 390005, Gujarat
Country :	India
Financials (as on) :	31.03.2014
Date of Incorporation :	23.11.2007
Com. Reg. No.:	04-052216
Capital Investment / Paid-up Capital :	Rs.150.000 Million
CIN No.: [Company Identification No.]	U45201GJ2007PTC052216
TIN No.:	Not Available
IEC No.:	Not Available
TAN No.: [Tax Deduction & Collection Account No.]	BRDS06688D
PAN No.: [Permanent Account No.]	AALCD5471P
Legal Form :	Private Limited Liability Company
Line of Business :	Development of Bus Terminal Facility (BTF, at Central Bus Station, Vadodara) of Gujarat State Road Transport Corporation (GSRTC), Vadodara under public private partnership (PPP) on Build-Operate-Transfer (BOT) basis.
No. of Employees :	Information denied by management

RATING & COMMENTS

MIRA’s Rating :

Ba (44)

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

Maximum Credit Limit :	USD 420000
Status :	Satisfactory
Payment Behaviour :	Usually Correct
Litigation :	Clear
Comments :	Subject is a wholly owned subsidiary of Cube Infrastructure Engineering Limited as a SPV (Special Purpose Vehicle). It is engaged in development of Central Bus Terminal of Vadodara, under public private partnership project with Gujarat State Road Transport Corporation. It is an established company having satisfactory track record. Although the company has reported loss, the rating takes into consideration operating scale, profitability and financial capability of CCEL, its parent company. Overall financial position seems to be decent. Trade relations are fair. Business is active. Payments are reported to be usually correct. 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 – December 31, 2014

Country Name	Previous Rating (30.09.2014)	Current Rating (31.12.2014)
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

Rating Agency Name	CARE
Rating	Long Term Bank Facilities = BBB+
Rating Explanation	Moderate degree of safety and moderate credit risk
Date	March 2015

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

Name :	Mr. Udit
Designation :	Account Department
Contact No.:	91-9879552031
Date :	03.04.2015

LOCATIONS

Registered Office :	648/B, K J Patel Marg, Opposite Main Railway Station, Vadodara – 390005, Gujarat, India
Tel. No.:	91-265-2349427
Mobile No.:	91-9879552031 (Mr. Udit)
Fax No.:	91-265-2391552
E-Mail :	umesh.patel@ccel.in mktg@sphere-cube.com
Website :	http://www.sphere-cube.com
Project Office :	Central Bus Station, Opposite Railway Station, Vadodara – 390001, Gujarat, India
Tel. No.:	91-265-324927

DIRECTORS

As on 24.09.2014

Name :

Mr. Smit Ashok Shah

Designation :

Director

Address :

Ashok Vatika, Waniyawad Dela, Bhuj - 370001, Gujarat, India

Date of Birth/Age :

08.11.1983

Date of Appointment :

14.09.2014

DIN No.:

02995683

Other Directorship:

S. No.	CIN/LLPIN	Name of the Company/ LLP	Current designation of the Director/ Designated Partner	Date of appointment at current designation	Original date of appointment	Date of cessation	Company/ LLP Status	Defaulting status
1	U31500GJ2010PTC060205	AASH CUBE LIGHTING PRIVATE LIMITED	Director	08/04/2010	08/04/2010	-	Active	NO
2	U45201GJ2007PTC052216	SPHERE CUBE INFRASTRUCTURE PRIVATE LIMITED	Director	14/09/2014	14/09/2014	-	Active	NO

Name :

Mr. Durba Sanjay Bhattacharya

Designation :

Director

Address :

Flat - 4, Amish Avenue, Near Rajesh Apartment, Gotri Village, Vadodara - 390021, Gujarat, India

Date of Birth/Age :

10.09.1974

Date of Appointment :

14.09.2014

DIN No.:

06983794

MAJOR SHAREHOLDERS

As on 24.09.2014

Names of Shareholders	No. of Shares
Bindiya Shah	1000
Cube Construction Engineering Limited, India	14999000
Total	15000000

Equity Share Break up (Percentage of Total Equity)

As on 24.09.2014

Category	Percentage
Bodies corporate	100.00
Total	100.00

BUSINESS DETAILS

Line of Business :	Development of Bus Terminal Facility (BTF, at Central bus station, Vadodara) of Gujarat State Road Transport Corporation (GSRTC), Vadodara under public private partnership (PPP) on Build-Operate-Transfer (BOT) basis.
Products :	--
Brand Names :	--
Agencies Held :	--
Exports :	Not Divulged
Imports :	Not Divulged
Terms :
Selling :	Not Divulged
Purchasing :	Not Divulged

PRODUCTION STATUS – NOT AVAILABLE

GENERAL INFORMATION

Suppliers :

Reference :	Not Divulged
Name of the Person :	Not Divulged
Contact No.:	Not Divulged
Since How Long Known :	Not Divulged
Experience :	Not Divulged
Maximum Limit Dealt :	Not Divulged
Remark :	Not Divulged

Customers :

Reference :	Not Divulged
Name of the Person :	Not Divulged
Contact No.:	Not Divulged
Since How Long Known :	Not Divulged
Experience :	Not Divulged
Maximum Limit Dealt :	Not Divulged
Remark :	Not Divulged

No. of Employees :

Information denied by management

Bankers :

Banker Name	Bank of Baroda
Branch Address	3, Satyavadi Society, Usmanpura, Ahmedabad, Gujarat - 380013, 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 Divulged
Account Operation	Not Divulged
Remarks (If any)	Not Divulged

Facilities :

SECURED LOANS	31.03.2014 Rs. In Million	31.03.2013 Rs. In Million
LONG TERM BORROWINGS
Rupee term loans from banks	105.625	272.575
Total	105.625	272.575

Auditors :
Name :	Shah Sanghvi and Company Chartered Accountants
Address :	2, "Samarpan, 26 Haribhakti Colony, Race Course Circle, Vadodara – 390015, Gujarat, India
PAN No.:	AITPS7518Q
Memberships :	--
Collaborators :	--
Ultimate Holding Company :	Cube Construction Engineering Limited CIN No.: U45200GJ2006PLC048119
Associates :	Vibe Cube Engineering Private Limited CIN No.: U29248GJ2003PTC042942 Aces Minechem Private Limited CIN No.: U14210GJ2005PTC046690

CAPITAL STRUCTURE

As on 24.09.2014

Authorised Capital :

No. of Shares	Type	Value	Amount
15000000	Equity Shares	Rs.10/- each	Rs.150.000 Million

Issued, Subscribed & Paid-up Capital :

No. of Shares	Type	Value	Amount
15000000	Equity Shares	Rs.10/- each	Rs.150.000 Million

FINANCIAL DATA

[all figures are in Rupees Million]

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	150.000	150.000	100.000
(b) Reserves & Surplus	(4.222)	(3.858)	(3.410)
(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)	145.778	146.142	96.590
(3) Non-Current Liabilities
(a) long-term borrowings	121.333	272.575	291.884
(b) Deferred tax liabilities (Net)	0.000	0.000	0.000
(c) Other long term liabilities	0.000	0.000	0.000
(d) long-term provisions	0.000	0.000	0.000
Total Non-current Liabilities (3)	121.333	272.575	291.884
(4) Current Liabilities
(a) Short term borrowings	55.304	225.945	0.000
(b) Trade payables	156.388	15.519	45.105
(c) Other current liabilities	575.272	291.022	67.306
(d) Short-term provisions	1.147	0.683	0.441
Total Current Liabilities (4)	788.111	533.169	112.852
TOTAL	1,055.222	951.886	501.326
II. ASSETS
(1) Non-current assets
(a) Fixed Assets
(i) Tangible assets	0.000	11.406	12.941
(ii) Intangible Assets	0.000	0.000	0.000
(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	9.125	287.788	132.376
(e) Other Non-current assets	0.000	0.000	0.000
Total Non-Current Assets	9.125	299.194	145.317
(2) Current assets
(a) Current investments	0.000	0.000	0.000
(b) Inventories	1,023.342	574.709	258.414
(c) Trade receivables	0.000	0.000	0.000
(d) Cash and cash equivalents	14.060	72.280	95.573
(e) Short-term loans and advances	8.695	5.703	2.022
(f) Other current assets	0.000	0.000	0.000
Total Current Assets	1,046.097	652.692	356.009
TOTAL	1,055.222	951.886	501.326

PROFIT & LOSS ACCOUNT

	PARTICULARS		31.03.2014	31.03.2013	31.03.2012
	SALES
		Income
		Other Income
		TOTAL	0.865	1.170	1.345
Less	EXPENSES		0.500	1.601	4.644
	PROFIT/(LOSS) BEFORE TAX		0.365	(0.431)	(3.299)
	PRIOR PERIOD EXPENSES		0.000	0.017	0.000
Less	TAX		0.000	0.000	0.129
	PROFIT/(LOSS) AFTER TAX		0.365	(0.448)	(3.428)
	Earnings / (Loss) Per Share (Rs.)		0.02	NA	NA

KEY RATIOS

PARTICULARS		31.03.2014	31.03.2013	31.03.2012
Return on Total Assets (PBT/Total Assets}	(%)	0.03	-0.05	-0.66
Return on Investment (ROI) (PBT/Networth)		0.00	0.00	-0.03
Debt Equity Ratio (Total Debt /Networth)		1.21	3.41	3.02
Current Ratio (Current Asset/Current Liability)		1.33	1.22	3.15

FINANCIAL ANALYSIS

[all figures are in Rupees Million]

DEBT EQUITY RATIO

Particular	31.03.2012	31.03.2013	31.03.2014
	Rs. In Million	Rs. In Million	Rs. In Million
Share Capital	100.000	150.000	150.000
Reserves & Surplus	(3.410)	(3.858)	(4.222)
Money received against share warrants	0.000	0.000	0.000
Share Application money pending allotment	0.000	0.000	0.000
Net worth	96.590	146.142	145.778
Long Term borrowings	291.884	272.575	121.333
Short Term borrowings	0.000	225.945	55.304
Total borrowings	291.884	498.520	176.637
Debt/Equity ratio	3.022	3.411	1.212

YEAR-ON-YEAR GROWTH

Year on Year Growth	31.03.2012	31.03.2013	31.03.2014
	Rs. In Million	Rs. In Million	Rs. In Million
Total Income	1.345	1.170	0.865
		(13.011)	(26.068)

NET PROFIT MARGIN

Net Profit Margin	31.03.2012	31.03.2013	31.03.2014
	Rs. In Million	Rs. In Million	Rs. In Million
Total Income	1.345	1.170	0.865
Profit	(3.428)	(0.448)	0.365
	(254.87%)	(38.29%)	42.20%

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 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	----------
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	No

UNSECURED LOANS:

Particulars	31.03.2014 Rs. In Million	31.03.2013 Rs. In Million
LONG TERM BORROWINGS
Deposits from others	15.708	0.000
SHORT TERM BORROWINGS
Loans and advances from related parties	32.054	225.945
Other loans and advances	23.250	0.000
Total	71.012	225.945

COMPANY INFORMATION

The Company is a Private Limited Company domiciled in India and incorporated under the provisions of the Companies Act, 1956, as a Special Purpose Vehicle (SPV) to implement the special project awarded by GSRTC to Cube Construction Engineering Limited (CCEL) in terms of Letter of Acceptance (LOI) No GCBS/WO/011/RJB dated 17.01.2011 and duly accepted by the company. Under the arrangement, the company (SPV) will develop and construct /provide the highest/ latest standard of passenger comfort at Bus Terminal and also to provide innovative structure with international quality standard at affordable prices for commercial out lets.

PERFORMANCE

During the year Total Income of the Company is Rs.0.865 Million during the current year (Previous year Rs.1.170 Million and has incurred loss of Rs.0.365 Million (Previous year Company has incurred loss of Rs.0.448 Million).

INDEX OF CHARGE:

Sr. No.	Charge ID	Date of Charge Creation/Modification	Charge amount secured	Charge Holder	Address	Service Request Number (SRN)
1	10549403	23/01/2015	90,000,000.00	Tata Capital Financial Services Limited	1 Ketan Society, Shanti Arcade, Opp.B.D. Patel House, Near Sardar Patel Cross Road, Ahmedabad, Gujarat - 380013, India	C43763135
2	10250894	14/10/2010	541,700,000.00	Bank of Baroda	Usmanpura Branch, 3, Satyavadi Society, Usmanpura, Ahmedabad, Gujarat - 380013, India	A99174039
3	10251811	14/10/2010	541,700,000.00	Bank of Baroda	Usmanpura Branch, 3, Satyavadi Society, Usmanpura, Ahmedabad, Gujarat - 380013, India	A99721110

*Date of modification Charges

FIXED ASSETS:

· Land

· Building

· Plant and Machinery

· Computer

· Vehicles

· Furniture and Fixture

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.62.59
UK Pound	1	Rs.92.46
Euro	1	Rs.67.51

INFORMATION DETAILS

Information Gathered by :	PRT
Analysis Done by :	SUM
Report Prepared by :	VNT

SCORE & RATING EXPLANATIONS

SCORE FACTORS	RANGE	POINTS
HISTORY	1~10	4
PAID-UP CAPITAL	1~10	5
OPERATING SCALE	1~10	5
FINANCIAL CONDITION
--BUSINESS SCALE	1~10	5
--PROFITABILITY	1~10	2
--LIQUIDITY	1~10	6
--LEVERAGE	1~10	6
--RESERVES	1~10	5
--CREDIT LINES	1~10	6
--MARGINS	-5~5	--
DEMERIT POINTS
--BANK CHARGES	YES/NO	YES
--LITIGATION	YES/NO	NO
--OTHER ADVERSE INFORMATION	YES/NO	NO
MERIT POINTS
--SOLE DISTRIBUTORSHIP	YES/NO	NO
--EXPORT ACTIVITIES	YES/NO	NO
--AFFILIATION	YES/NO	YES
--LISTED	YES/NO	NO
--OTHER MERIT FACTORS	YES/NO	YES
DEFAULTER
--RBI	YES/NO	NO
--EPF	YES/NO	NO
TOTAL		44

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.