MIRA INFORM REPORT

Report No. :	326549
Report Date :	09.06.2015

IDENTIFICATION DETAILS

Name :	WORLDLINE INDIA PRIVATE LIMITED (w.e.f. 20.12.2014)
Formerly Known As :	ATOS WORLDLINE INDIA PRIVATE LIMITED (w.e.f. 21.11.2011) VENTURE INFOTEK GLOBAL PRIVATE LIMITED EQUIFAX VENTURE INFOTEK PRIVATE LIMITED
Registered Office :	701, Interface 11, Malad (West), Mumbai – 400064, Maharashtra
Tel. No.:	91-22-40424000
Country :	India
Financials (as on) :	31.12.2014
Date of Incorporation :	02.01.1997
Com. Reg. No.:	11-248097
Capital Investment / Paid-up Capital :	Rs. 172.520 Million
CIN No.: [Company Identification No.]	U72200MH1997PTC248097
IEC No.:	Not Available
TAN No.: [Tax Deduction & Collection Account No.]	Not Available
PAN No.: [Permanent Account No.]	AAACE2403J
Legal Form :	Private Limited Liability Company
Line of Business :	Service provider of smart cards, transaction processing service.
No. of Employees :	100 (Approximately)

RATING & COMMENTS

MIRA’s Rating :

A (62)

RATING		STATUS	PROPOSED CREDIT LINE
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

Status :	Good
Payment Behaviour :	Regular
Litigation :	Clear
Comments :	Subject is a well-established company having fine track record. The rating reflects company’s healthy financial risk profile marked by adequate liquidity position and sound profitability margins of the company. Trade relations are reported as fair. Business is active. Payments are reported to be regular and as per commitment. The company can be considered good for normal 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

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 (GENERAL DETAILS)

Name :	Mr. Amit V Darji
Designation :	Company Secretary
Contact No.:	91-22-4024000
Date :	08.06.2015

LOCATIONS

Registered Office :	701, Interface 11, Malad (West), Mumbai – 400064, Maharashtra, India
Tel. No.:	91-22-40424000
Fax No.:	91-22-40424400
E-Mail :	amit.darji@worldline.com
Location :	Rented
Locality :	Commercial

DIRECTORS

As on 23.03.2015

Name :

Mr. Milind Madhav Kamat

Designation :

Director

Address :

C-102, Marigold, Gundechas Valley Of Flowers,, Thakur Village, Kandivali (East), Mumbai - 400101, Maharashtra, INDIA

Date of Birth/Age :

05.07.1960

Date of Appointment :

24.07.2011

DIN No.:

01772084

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	U74140MH1983PTC030711	ATOS INDIA PRIVATE LIMITED	Director	28/09/2007	03/08/2007	-	Active	NO
2	U72900MH2003PTC195905	ATOS ORIGIN IT SERVICES PRIVATE LIMITED	Director	07/08/2007	07/08/2007	-	Amalgamated	NO
3	U72200MH1996PTC196334	SEMA SOFTWARE INDIA PRIVATE LIMITED	Director	07/08/2007	07/08/2007	-	Amalgamated	NO
4	U51900MH2000PTC127435	ONE TO ONE MARKETING SOLUTIONS (INDIA) PRIVATE LIMITED	Director	27/04/2011	26/08/2010	-	Active	NO
5	U72200MH1997PTC248097	Worldline India Private Limited	Director	27/04/2011	26/08/2010	-	Active	NO
6	U32300MH2010FTC201352	ATOS IT SOLUTIONS AND SERVICES PRIVATE LIMITED	Director	29/02/2012	11/08/2011	-	Amalgamated	NO

Name :

Mr. Olivier Flamand

Designation :

Director

Address :

Rue Guy Moquet 125, Mouvaux, 59420, France

Date of Birth/Age :

13.09.1966

Date of Appointment :

08.04.2013

DIN No.:

05231629

Name :

Mr. Christophe Duquenne

Designation :

Director

Address :

Rue Guy Moquet 125, Mouvaux, 59420, , France

Date of Birth/Age :

23.09.1963

Date of Appointment :

08.04.2013

DIN No.:

05231643

KEY EXECUTIVES

Name :	Mr. Amit V Darji
Designation :	Company Secretary
Address :	A/302, Chanchal Tower "A", Anand Nagar, Vasai Road (W), Thane, 401202, Maharashtra, India
Date of Birth/Age :	24.06.1980
Date of Appointment :	12.04.2012
PAN No.:	AIOPD6003G

MAJOR SHAREHOLDERS / SHAREHOLDING PATTERN

As on 23.03.2015

Names of Shareholders	No. of Shares
Atos Worldline (Singapore) Pte. Limited (Now known as Worldline IT and Payment Services (Singapore) Pte. Limited	17251957
Atos Worldline SAS (now known as Worldline SA)	1
Total	17251958

Equity Share Break up (Percentage of Total Equity)

As on 23.03.2015

Category	Percentage
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 :	Service provider of smart cards, transaction processing service.
Products :	Not Available
Brand Names :	Not Available
Agencies Held :	Not Available
Exports :	Not Divulged
Imports :	Not Divulged
Terms :	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
Maximum Limit Dealt :	Not Divulged
Experience :	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
Maximum Limit Dealt :	Not Divulged
Experience :	Not Divulged
Remark:	Not Divulged

No. of Employees :

100 (Approximately)

Bankers :

Bank Name	Yes Bank Limited
Branch	9th Floor, Nehru Centre, Discovery Of India, Dr. Annie Besant Road, Worli, Mumbai - 400018, Maharashtra, 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

Development Credit Bank Limited, 301, Delta Plaza, 414, Veer Savarkar Marg, Prabhadevi, Mumbai - 400025, Maharashtra, India

Facilities :

Secured Loan	31.12.2014 (Rs. in Million)	31.12.2013 (Rs. in Million)
Long-term Borrowings
Long-term maturities of finance lease obligations	0.740	13.920
Total	0.740	13.920

Auditors :
Name :	Deloitte Haskins and Sells Chartered Accountants
Address :	Tower 3, 27th 32nd Floor, India Bulls, Finance Centre, Elphistone Mill Compound, Senapati Bapat Marg , Elphistone(W), Mumbai, India
PAN N Income-tax PAN of auditor or auditor's firm :	AADFD2337G
Memberships :	--
Collaborators :	--
Ultimate Holding Company :	Atos SE
Fellow Subsidiary Company :	Worldline Luxembourg SA (formerly Known as Atos Worldline SA) Worldline SA(formerly known as Atos Worldline SAS) Atos India Private Limited Atos International SAS Atos Worldline Gmbh Worldline NV/SA (formerly known as Atos Worldline NV/SA)
Holding company :	Worldline IT and Payment Services (singapore)pte Limited (formerly Known as Atos Worldline (Singapore) Pte Limited
Subsidiaries :	One To One Marketing Solutions (India) Private Limited

CAPITAL STRUCTURE

As on 31.12.2014

Authorised Capital :

No. of Shares	Type	Value	Amount
21,000,000	Equity Shares	Rs.10/- each	Rs. 210.000 Million

Issued, Subscribed & Paid-up Capital :

No. of Shares	Type	Value	Amount
17,251,958	Equity Shares	Rs.10/- each	Rs. 172.520 Million

FINANCIAL DATA

[all figures are in Rupees Million]

ABRIDGED BALANCE SHEET

SOURCES OF FUNDS	31.12.2014	31.12.2013	31.12.2012
I. EQUITY AND LIABILITIES
(1)Shareholders' Funds
(a) Share Capital	172.520	160.300	158.903
(b) Reserves & Surplus	416.090	(19.620)	(181.002)
(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)	588.610	140.680	(22.099)
(3) Non-Current Liabilities
(a) long-term borrowings	0.740	13.920	409.995
(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	33.940	31.910	38.199
Total Non-current Liabilities (3)	34.680	45.830	448.194
(4) Current Liabilities
(a) Short term borrowings	0.000	0.000	0.000
(b) Trade payables	355.980	352.270	255.856
(c) Other current liabilities	51.790	431.540	307.526
(d) Short-term provisions	7.380	7.000	13.271
Total Current Liabilities (4)	415.150	790.810	576.653
TOTAL	1038.440	977.320	1002.748
II. ASSETS
(1) Non-current assets
(a) Fixed Assets
(i) Tangible assets	297.530	294.840	326.710
(ii) Intangible Assets	13.220	20.290	33.977
(iii) Capital work-in-progress	0.000	1.530	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	44.820	54.080	51.933
(e) Other Non-current assets	0.000	0.000	0.000
Total Non-Current Assets	355.570	370.740	412.620
(2) Current assets
(a) Current investments	0.000	0.000	0.000
(b) Inventories	0.000	0.090	0.232
(c) Trade receivables	196.360	213.320	148.104
(d) Cash and cash equivalents	415.820	362.460	407.978
(e) Short-term loans and advances	70.280	29.500	26.047
(f) Other current assets	0.410	1.210	7.767
Total Current Assets	682.870	606.580	590.128
TOTAL	1038.440	977.320	1002.748

PROFIT & LOSS ACCOUNT

	PARTICULARS		31.12.2014	31.12.2013	31.12.2012
	SALES
		Income	1627.900	1348.800	1203.600
		Other Income	85.000	41.300	30.300
		TOTAL	1712.900	1390.100	1233.900
Less	EXPENSES
		TOTAL	1570.500	1262.300	1307.900
	PROFIT/ (LOSS) BEFORE TAX		142.400	127.800	(74.000)
Less	TAX (H)		0.000	0.000	0.000
	PROFIT/ (LOSS) AFTER TAX		142.400	127.800	(74.000)
	Earnings Per Share (Rs.)		8.25	--	--

CURRENT MATURITIES OF LONG TERM DEBT DETAILS

Particulars	31.12.2014	31.12.2013	31.12.2012
Current Maturities of Long term debt	0.000	381.000	260.000
Cash generated from operations	NA	NA	NA

KEY RATIOS

PARTICULARS		31.12.2014	31.12.2013	31.12.2012
Net Profit Margin (PAT / Sales)	(%)	8.75	9.48	-6.15
Return on Total Assets (PBT/Total Assets}	(%)	13.71	13.10	-7.38
Return on Investment (ROI) (PBT/Networth)		0.24	0.91	3.35
Debt Equity Ratio (Total Debt /Networth)		0.00	2.81	-30.32
Current Ratio (Current Asset/Current Liability)		1.64	0.77	1.02

FINANCIAL ANALYSIS

[all figures are in Rupees Million]

DEBT EQUITY RATIO

Particular	31.12.2012	31.12.2013	31.12.2014
	(Rs. In Million)	(Rs. In Million)	(Rs. In Million)
Share Capital	158.903	160.300	172.520
Reserves & Surplus	(181.002)	(19.620)	416.090
Net worth	(22.099)	140.680	588.610
long-term borrowings	409.995	13.920	0.740
Short term borrowings	0.000	0.000	0.000
Total borrowings	669.995	394.920	0.740
Debt/Equity ratio	(30.318)	2.807	0.001

YEAR-ON-YEAR GROWTH

Year on Year Growth	31.12.2012	31.12.2013	31.12.2014
	(Rs. In Million)	(Rs. In Million)	(Rs. In Million)
Sales	1203.600	1348.800	1627.900
		12.064	20.692

NET PROFIT MARGIN

Net Profit Margin	31.12.2012	31.12.2013	31.12.2014
	(Rs. In Million)	(Rs. In Million)	(Rs. In Million)
Sales	1203.600	1348.800	1627.900
Profit	(74.000)	127.800	142.400
	(6.15%)	9.48%	8.75%

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	Yes
8	Designation of contact person	Yes
9	Promoter’s background	Yes
10	Date of Birth of Proprietor / Partners / Directors	Yes
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	No
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 three years	Yes
27	Reasons for variation <> 20%	--
28	Estimation for coming financial year	No
29	Profitability for last three years	Yes
30	Major shareholders, if available	Yes
31	External Agency Rating, if available	No
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

INDEX OF CHARGES NO CHARGES EXIST FOR COMPANY

BUSINESS AND OPERATIONS

The Company achieved revenue of Rs.1,628 million for current year against Rs. 1,349 million for previous year. The Profit for the year was Rs.142 million against 128 million for previous year.

The Company has registered a profit growth of 11 % on account of higher revenues from existing and new contracts executed during the year.

The Company has signed new contracts in Srilanka, Nepal in South Asia and entering it to Middle East Markets.

During the year, The Company received additional capital contribution of Rs.305.45 million from its holding company to strengthen its business. Due to this, The Company Paid Up capital is increased from Rs 160.30 million to Rs 172.52 million.

The Company continues to be the leader in Payment Card Industry as a third Party processor. The Company is totally compliant with Payment Card Industry (PCI) standards and with all other security standards required as per Payment System Provider like Visa and Master Card Worldwide.

FIXED ASSETS

• Furniture and fixtures
• Office equipment
• Computer
• Leasehold improvements

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.64.11
UK Pound	1	Rs.97.84
Euro	1	Rs.71.12

INFORMATION DETAILS

Information Gathered by :	MNJ
Analysis Done by :	KAR
Report Prepared by :	JYTK

SCORE & RATING EXPLANATIONS

SCORE FACTORS	RANGE	POINTS
HISTORY	1~10	7
PAID-UP CAPITAL	1~10	6
OPERATING SCALE	1~10	7
FINANCIAL CONDITION
--BUSINESS SCALE	1~10	7
--PROFITABILITY	1~10	7
--LIQUIDITY	1~10	7
--LEVERAGE	1~10	7
--RESERVES	1~10	7
--CREDIT LINES	1~10	7
--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		62

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.