MIRA INFORM REPORT

Report No. :	334396
Report Date :	01.08.2015

IDENTIFICATION DETAILS

Name :	MATRIX CELLULAR (INTERNATIONAL) SERVICES LIMITED (W.E.F. 21.04.2015)
Formerly Known As:	MATRIX CELLULAR (INTERNATIONAL) SERVICES PRIVATE LIMITED
Registered Office :	7, Khullar Farm, Mandi Road, Mehrauli, New Delhi - 110030
Tel. No.:	91-9811288888
Country :	India
Financials (as on) :	31.03.2014
Date of Incorporation :	17.11.2005
Com. Reg. No.:	55-142628
Capital Investment / Paid-up Capital :	Rs.420.292 Million
CIN No.: [Company Identification No.]	U64202DL2005PLC142628
IEC No.:	Not Available
TAN No.: [Tax Deduction & Collection Account No.]	Not Available
PAN No.: [Permanent Account No.]	AAECM5169M
Legal Form :	A Closely Held Public Limited Liability Company
Line of Business :	Subject is engaged in business of providing international SIM cards and data solutions services.
No. of Employees :	1025 (Approximately)

RATING & COMMENTS

MIRA’s Rating :

Ba (47)

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

Maximum Credit Limit :	USD 1900000
Status :	Satisfactory
Payment Behaviour :	Usually Correct
Litigation :	Clear
Comments :	Subject is an established company having satisfactory track record. Subject is a part of Matrix Group. General financial position of the company seems to be fair. There was fall in net profit of the company during FY 2014. However, rating takes into consideration, subjects above average financial risk profile marked by comfortable networth base and negligible gearing. Rating derives strength from established market position of the Matrix Group in the niche telecom service provider industry and supported by a strong brand image. Trade relations are fair. Business is active. Payment terms are reported to be usually correct. Subject 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 – March 31, 2015

Country Name	Previous Rating (31.12.2014)	Current Rating (31.03.2015)
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	CRISIL
Rating	Long term rating = A-
Rating Explanation	Adequate degree of safety and low credit risk.
Date	December 26, 2013

Rating Agency Name	CRISIL
Rating	Short term rating = A2+
Rating Explanation	Strong degree of safety and low credit risk.
Date	December 26, 2013

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 31-03-2013.

LOCATIONS

Registered Office :	7, Khullar Farm, Mandi Road, Mehrauli, New Delhi - 110030
Tel. No.:	Not Available
Mobile No.:	91-9811288888
Fax No.:	91-11-26800200
E-Mail :	info@matrix.in
Website :	www.matrix.in

DIRECTORS

As on 30.09.2014

Name :	Mr. Gaurav Sekhri
Designation :	Director
Address :	Chin Min Farm, 448-451,Satbari,Mehrauli, New Delhi - 110030, India
Date of Appointment :	06.05.2015
DIN No.:	00090676
Name :	Mr. Gagan Deep Singh Dugal
Designation :	Director
Address :	6 Sultanpur Estate, Mandi Road, Mehrauli,, New Delhi - 110030, India
Date of Appointment :	01.04.2015
DIN No.:	00513181
Name :	Mr. Jayanta Kumar Basu
Designation :	Director
Address :	I-1742, Chittaranjan Park, New Delhi - 110019, India
Date of Appointment :	15.02.2011
DIN No.:	01268046
Name :	Mr. Manjit Singh Dugal
Designation :	Director
Address :	6, Sultan Pur Estate, Mandi Road Mehrauli, New Delhi -110030, India
Date of Appointment :	17.11.2005
DIN No.:	01402011
Name :	Mr. Gulkirat Kaur Panag
Designation :	Director
Address :	B-804, Akanksha, Kalyan Complex,, Versova, Andheri (West), Mumbai - 400061, Maharashtra, India
Date of Appointment :	06.05.2015
DIN No.:	02008388
Name :	Mr. Chander Mohan Mehra
Designation :	Director
Address :	H No.-71, Uday Park, New Delhi - 110049, India
Date of Appointment :	06.05.2015
DIN No.:	07173867

KEY EXECUTIVES

Name :	Mr. Gaurav Kumar Khanna
Designation :	Chief Financial Officer
Address :	P2b, 104 Princeton Estate, DLF Phase-V, Gurgaon - 122009, Haryana, India
Date of Appointment :	20.03.2015
PAN No.:	AEGPK8247M
Name :	Nitasha Sinha
Designation :	Company Secretary
Address :	108b/1, 1st Floor, Room No. 26, Munirka, New Delhi - 110067, India
Date of Appointment :	21.06.2012
PAN No.:	AHYPN1702D
Name :	Mr. Anish Khanna
Designation :	Chief Executive Officer
Address :	6210, Sector-C, Pocket 6&7, Vasant Kunj, New Delhi – 110070, India
Date of Appointment :	20.03.2015
PAN No.:	ANDPK1141Q

MAJOR SHAREHOLDERS

As on 30.09.2014

Names of Shareholders	No. of Shares
Gagan Deep Singh Dugal	22793860
Aleta Private Limited	15894276
Urvashi Kaur	3000000

BUSINESS DETAILS

Line of Business :

Subject is engaged in business of providing international SIM cards and data solutions services.

Products :

Product Description	Item Code No. (ITC Code)
Provides International SIM Cards and data cards to Travelers abroad	99970000

Brand Names :

Not Available

Agencies Held :

Not Available

Exports :

Not Available

Imports :

Not Available

Terms :

Selling :

Not Available

Purchasing :

Not Available

PRODUCTION STATUS = NOT AVAILABLE

GENERAL INFORMATION

Suppliers :

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

Customers :

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

No. of Employees :

1025 (Approximately)

Bankers :

Banker Name	Kotak Mahindra Prime Limited
Branch Address	Not Available
Person Name (With Designation)	Not Available
Contact Number	Not Available
Name of Account Holder	Not Available
Account Number	Not Available
Account Since (Date/Year of Account Opening)	Not Available
Average Balance Maintained (If Possible)	Not Available
Credit Facilities Enjoyed (If any)	Not Available
Account Operation	Not Available
Remarks (If any)	Not Available

Facilities :

(Rs. In Million)

SECURED LOAN	As on 31.03.2014	As on 31.03.2013
LONG TERM BORROWING
Loans taken for vehicles	5.115	10.753
SHORT TERM BORROWING
Working capital loans from banks	158.381	86.018
Total	163.496	96.771

Auditors :
Name :	S. R. Batliboi and Associates Chartered Accountants
Address :	Golf View, Corporate Tower B, Sector - 42, Sector Road, Gurgaon – 122002, Haryana, India
PAN No.:	ACHFS9118A
Memberships :	Not Available
Collaborators :	Not Available
Subsidiaries :	· Matrix Cellular Dubai FZE, · Matrix Cellular Pte Limited · Matrix Cellular International Services UK Limited · Matrix Forex Services Private Limited · Preciflex Insulations Private Limited · Matrix Cellular International Services Corporation
Joint Ventures :	· Aleta Private Limited · Matrix Cellular International Limited · M and S Telecom Limited · Telecom Wimax Limited
Enterprises Owned or Significantly Influenced By Key Management Personnel or Their Relatives :	· Matrix Cellular Services Private Limited · Tamarinde Holidays Private Limited · Luxalon Buildings Private Limited · YBO Solutions (India) Private Limited · Matrix Back Office Private Limited · Liberty India DMC Private Limited · SMG Sports Management Company Private Limited

CAPITAL STRUCTURE

As on 31.03.2014

Authorised Capital:

No. of Shares	Type	Value	Amount
43000000	Equity Shares	Rs.10/- each	Rs.430.000 Million

Issued, Subscribed & Paid-up Capital:

No. of Shares	Type	Value	Amount
42029200	Equity Shares	Rs.10/- each	Rs.420.292 Million

FINANCIAL DATA

[all figures are in Rupees Million]

ABRIDGED BALANCE SHEET

SOURCES OF FUNDS	31.03.2014	31.03.2013
I.              EQUITY AND LIABILITIES
(1)Shareholders' Funds
(a) Share Capital	420.292	420.292
(b) Reserves & Surplus	257.847	211.591
(c) Money received against share warrants	0.000	0.000
(2) Share Application money pending allotment	0.000	0.000
Total Shareholders’ Funds (1) + (2)	678.139	631.883
(3) Non-Current Liabilities
(a) long-term borrowings	5.115	10.753
(b) Deferred tax liabilities (Net)	0.000	0.000
(c) Other long term liabilities	0.000	0.000
(d) long-term provisions	3.304	0.526
Total Non-current Liabilities (3)	8.419	11.279
(4) Current Liabilities
(a) Short term borrowings	158.381	86.018
(b) Trade payables	278.331	242.271
(c) Other current liabilities	82.063	99.283
(d) Short-term provisions	14.234	290.987
Total Current Liabilities (4)	533.009	718.559
TOTAL	1219.567	1361.721
II.          ASSETS
(1) Non-current assets
(a) Fixed Assets
(i) Tangible assets	188.833	178.283
(ii) Intangible Assets	31.744	14.120
(iii) Capital work-in-progress	0.000	0.000
(iv) Intangible assets under development	3.112	11.909
(b) Non-current Investments	277.191	220.954
(c) Deferred tax assets (net)	98.283	88.265
(d) Long-term Loan and Advances	42.799	49.800
(e) Other Non-current assets	0.000	0.000
Total Non-Current Assets	641.962	563.331
(2) Current assets
(a) Current investments	0.000	80.000
(b) Inventories	1.987	3.703
(c) Trade receivables	296.415	286.116
(d) Cash and cash equivalents	51.030	82.833
(e) Short-term loans and advances	179.022	260.063
(f) Other current assets	49.151	85.675
Total Current Assets	577.605	798.390
TOTAL	1219.567	1361.721

PROFIT & LOSS ACCOUNT

	PARTICULARS	31.03.2014	31.03.2013
	SALES
	Income	2406.633	2643.067
	Other Income	33.684	18.427
	TOTAL	2440.317	2661.494
Less	EXPENSES
	Purchases of Stock-in-Trade	992.737	919.391
	Changes in inventories of finished goods, work-in-progress and Stock-in-Trade	1.715	(2.597)
	Employees benefits expense	485.294	465.485
	Other expenses	757.300	725.764
	TOTAL	2237.046	2108.043
Less	PROFIT/ (LOSS) BEFORE INTEREST, TAX, DEPRECIATION AND AMORTISATION	203.271	553.451
Less	FINANCIAL EXPENSES	20.227	14.614
	PROFIT / (LOSS) BEFORE TAX, DEPRECIATION AND AMORTISATION	183.044	538.837
Less/ Add	DEPRECIATION/ AMORTISATION	109.449	78.951
	PROFIT/ (LOSS) BEFORE TAX	73.595	459.886
Less	TAX	27.339	148.511
	PROFIT/ (LOSS) AFTER TAX	46.256	311.375
	EARNINGS IN FOREIGN CURRENCY
	Sale of Airtime (excluding unbilled revenue)	320.618	349.144
	Sale of Traded goods	114.196	0.000
	TOTAL EARNINGS	434.814	349.144
	IMPORTS
	Traded goods	98.915	4.886
	Capital Goods	30.609	19.996
	TOTAL IMPORTS	129.524	24.882
	Earnings / (Loss) Per Share (Rs.)	1.10	7.40

CURRENT MATURITIES OF LONG TERM DEBT DETAILS

Particulars	31.03.2014	31.03.2013
Current Maturities of Long term debt	12.455	13.395
Cash generated from operations	NA	NA
Net cash flows from (used in) operations	149.517	345.157

KEY RATIOS

PARTICULARS		31.03.2014	31.03.2013
Net Profit Margin (PAT/Sales)	(%)	1.92	11.78
Operating Profit Margin (PBDIT / Sales)	(%)	8.45	20.94
Return on Total Assets (PBT/Total Assets}	(%)	8.75	44.19
Return on Investment (ROI) (PBT/Networth)		0.11	0.73
Debt Equity Ratio (Total Debt/Networth)		0.26	0.17
Current Ratio (Current Asset/Current Liability)		1.08	1.11

FINANCIAL ANALYSIS

[all figures are in Rupees Million]

DEBT EQUITY RATIO

Particular	31.03.2013	31.03.2014
	(Rs. In Million)	(Rs. In Million)
Share Capital	420.292	420.292
Reserves & Surplus	211.591	257.847
Net worth	631.883	678.139
long-term borrowings	10.753	5.115
Short term borrowings	86.018	158.381
Current Maturities of Long Term Debt	13.395	12.455
Total borrowings	110.166	175.951
Debt/Equity ratio	0.174	0.259

YEAR-ON-YEAR GROWTH

Year on Year Growth	31.03.2013	31.03.2014
	(Rs. In Million)	(Rs. In Million)
Sales	2643.067	2406.633
		(8.945)

NET PROFIT MARGIN

Net Profit Margin	31.03.2013	31.03.2014
	(Rs. In Million)	(Rs. In Million)
Sales	2643.067	2406.633
Profit	311.375	46.256
	11.78%	1.92%

LOCAL AGENCY FURTHER INFORMATION

Sr. No.	Check list by info agents	Available in Report (Yes/No)
1	Year of establishment	Yes
2	Constitution of the entity -Incorporation details	Yes
3	Locality of the entity	Yes
4	Premises details	No
5	Buyer visit details	----------------------
6	Contact numbers	Yes
7	Name of the person contacted	No
8	Designation of contact person	No
9	Promoter’s background	Yes
10	Date of Birth of Proprietor / Partners / Directors	No
11	Pan Card No. of Proprietor / Partners	No
12	Voter Id Card No. of Proprietor / Partners	No
13	Type of business	Yes
14	Line of Business	Yes
15	Export/import details (if applicable)	No
16	No. of employees	Yes
17	Details of sister concerns	Yes
18	Major suppliers	No
19	Major customers	No
20	Banking Details	Yes
21	Banking facility details	Yes
22	Conduct of the banking account	----------------------
23	Financials, if provided	Yes
24	Capital in the business	Yes
25	Last accounts filed at ROC, if applicable	Yes
26	Turnover of firm for last two years	Yes
27	Reasons for variation <> 20%	----------------------
28	Estimation for coming financial year	No
29	Profitability for last two years	Yes
30	Major shareholders, if available	Yes
31	External Agency Rating, if available	Yes
32	Litigations that the firm/promoter involved in	----------------------
33	Market information	----------------------
34	Payments terms	No
35	Negative Reporting by Auditors in the Annual Report	No

PERFORMANCE REVIEW

The company’s total receipts has decreased from Rs.2651.863 Million to Rs.2440.317 Million and earned a net profit of Rs. 46.256 Million against previous year’s profit of Rs. 311.375 Million. There was fall in net profit during the year but yours directors are hopeful that your company shall do better in the times to come.

INDEX OF CHARGES

S. NO.	CHARGE ID	DATE OF CHARGE CREATION/MODIFICATION	CHARGE AMOUNT SECURED	CHARGE HOLDER	ADDRESS	SERVICE REQUEST NUMBER (SRN)
1	10573949	30/04/2015	2,925,000.00	KOTAK MAHINDRA PRIME LIMITED	27BKC, C 27, G BLOCK, BANDRA KURLA COMPLEX, BANDRA (EAST), MUMBAI - 400051, MAHARASHTRA, INDIA	C55959266
2	10445165	27/07/2013	1,486,000.00	KOTAK MAHINDRA PRIME LIMITED	36-38A NARIMAN BHAVAN, 227, NARIMAN POINT,, MUMBAI - 400021, MAHARASHTRA, INDIA	B83113019
3	10243609	18/12/2013 *	260,000,000.00	HDFC BANK LIMITED	HDFC BANK HOUSESENAPATI BAPAT MARG, LOWER PAREL WEST, MUMBAI - 400013, MAHARASHTRA, INDIA	B95594834

* Date of charge modification

FIXED ASSETS

· Buildings

· Plant and equipment

· Furniture and fixtures

· Vehicles

· Office equipment

· Computer equipment’s

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.64.00
UK Pound	1	Rs.99.83
Euro	1	Rs.70.16

INFORMATION DETAILS

Analysis Done by :	SAN
Report Prepared by :	PNM

SCORE & RATING EXPLANATIONS

SCORE FACTORS	RANGE	POINTS
HISTORY	1~10	5
PAID-UP CAPITAL	1~10	5
OPERATING SCALE	1~10	6
FINANCIAL CONDITION
--BUSINESS SCALE	1~10	6
--PROFITABILITY	1~10	5
--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	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		47

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.