MIRA INFORM REPORT

Report No. :	311858
Report Date :	12.03.2015

IDENTIFICATION DETAILS

Name :	PERSISTENT SYSTEMS LIMITED
Registered Office :	Bhageerath, 402, Senapati Bapat Road, Pune – 411016, Maharashtra
Country :	India
Financials (as on) :	31.03.2014
Date of Incorporation :	30.05.1990
Com. Reg. No.:	11-056696
Capital Investment / Paid-up Capital :	Rs.400.000 Million
CIN No.: [Company Identification No.]	L72300PN1990PLC056696
TAN No.: [Tax Deduction & Collection Account No.]	PNEP00909G
PAN No.: [Permanent Account No.]	AABCP1209Q
Legal Form :	A Public Limited Liability Company. The Company’s Shares are Listed on the Stock Exchanges.
Line of Business :	Subject is engaged in software product, services and technology innovation. The Company offers complete product life cycle services.
No. of Employees :	1816 (Approximately)

RATING & COMMENTS

MIRA’s Rating :

A (64)

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 decent profitability levels of the company. Trade relations are reported as fair. Business is active. Payment terms 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.

EXTERNAL AGENCY RATING

Rating Agency Name	Not Available
Rating	Not Available
Rating Explanation	Not Available
Date	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.

LOCATIONS

Registered Office :	Bhageerath, 402, Senapati Bapat Road, Pune – 411016, Maharashtra, India
Tel. No.:	91-20-67030000 / 30234000
Fax No.:	91-20-67030009
E-Mail :	corpse@persistent.co.in auadhoot_upadye@persistent.co.in anirudha_deshpande@persistent.co.in info@persistent.co.in
Website :	www.persistent.co.in
SEZ Unit 1 :	4 Floor, Building No. IT 3, Zone Number C - 1, Special Economic Zone, Rajiv Gandhi Infotech Park, Hinjawadi, Pune – 411057, Maharashtra, India
Tel. No.:	91-20-67983500
SEZ Unit 2 :	8 Floor, Unit No. 1, Building No. 14, Raheja Mind Space, Cyberabad, Sy. No. 64 (Part), Hi-Tech City, Madhapur, Hyderabad – 500081, Andhra Pradesh, India
Tel. No.:	91-40-67442002
Fax No.:	91-40-67441509
Development Centres :	Located At: · Pune o 2A Senapati Bapat Road, Pune - 411016, Maharashtra, India o 9A/12 Kashibai Khilare Marg, Erandwana, Pune – 411004, Maharashtra, India o 39 Phase I, Rajiv Gandhi Infotech Park, Hinjawadi, Pune 411 057, Maharashtra, India · Bengaluru o 1 Floor, GGR Towers, 2 Building, Sy # 18/2B, Ambalipura Road, Ambalipura Village, Sarjapur Road, Bellandur Gate, Bengaluru East Taluk, Bengaluru 560103, Karnataka, India o 1Prestige Pegasus, 3 Floor, No. 19 of Ambalipura Village, VarthurHobli, Bengaluru South Taluk, Bengaluru – 560037, Karnataka, India · Goa o L- 44 Unit - 1, Software Technology Park, Verna Industrial Estate, Verna, Salcette, Goa – 403722, Maharashtra, India · Hyderabad o 2 Floor, Building No. 2B, Maximus Towers, Raheja Mind Space, Survey No. 64 (Part), APIIC Software Unit Layout, Hi-Tech City, Madhapur Village, Serilingampally Mandal, Hyderabad - 500081, Andhra Pradesh, India · Nagpur o 8 and 9 IT Park, MIDC Parsodi, Nagpur – 440022, Maharashtra, India o 2nd and 3rd Floor, Infotech Tower, IT Park, M.I.D.C., Parsodi, Nagpur – 440022, Maharashtra, India
Branch Office in India :	Located At: · Pune · Nagpur · Goa · Hyderabad · Bangalore
Overseas Branch Office :	Located At: · Australia · Germany · Japan · Malaysia · South Africa · United Kingdom

DIRECTORS

As on 31.03.2014

Name :	Dr. Anand Deshpande
Designation :	Founder, Chairman and Managing Director
Name :	Mr. Pradeep Kumar Bhargava
Designation :	Independent Director
Name :	Mr. Sanjay. Kumar Bhattacharya
Designation :	Independent Director
Name :	Dr. Anant Jhingran
Designation :	Independent Director
Name :	Mr. Prakash Telang
Designation :	Independent Director
Name :	Mr. Kiran Umrootkar
Designation :	Independent Director
Name :	Mr. Nitin Kulkarni
Designation :	Executive Director
Name :	Mr. Mritunjay Kumar Singh
Designation :	Executive Director

KEY EXECUTIVES

Name :	Mr. Amit Atre
Designation :	Company Secretary
Name :	Mr. Rohit Kamat
Designation :	Chief Financial Officer
Audit Committee :
Name :	Mr. Kiran Umrootkar
Designation :	Chairman of the Committee and Independent Director
Name :	Mr. Pradeep Kumar Bhargava
Designation :	Independent Director
Name :	Mr. Sanjay Kumar Bhattacharyya
Designation :	Independent Director
Name :	Mr. Nitin Kulkarni
Designation :	Executive Director
Corporate Social Responsibility (CSR) Committee :
Name :	Mr. Prakash Telang
Designation :	Chairman of the Committee and Independent Director
Name :	Mr. Sanjay Kumar Bhattacharyya
Designation :	Independent Director
Name :	Dr. Anant Jhingran
Designation :	Independent Director
Corporate Social Responsibility (CSR) Committee :
Name :	Dr. Anant Jhingran
Designation :	Chairman of the Committee and Chairman and Managing Director
Name :	Mr. Pradeep Kumar Bhargava
Designation :	Independent Director
Name :	Mr. Prakash Telang
Designation :	Independent Director
Executive Committee :
Name :	Mr. Kiran Umrootkar
Designation :	Chairman of the Committee and Independent Director
Name :	Dr. Anant Jhingran
Designation :	Independent Director
Name :	Mr. Nitin Kulkarni
Designation :	Executive Directortin Kulkarni
Name :	Mr. Prakash Telang
Designation :	Independent Director
Nomination and Governance Committee
Name :	Mr. Pradeep Kumar Bhargava
Designation :	Chairman of the Committee and Independent Director
Name :	Mr. Sanjay Kumar Bhattacharyya
Designation :	Independent Director
Name :	Dr. Anant Jhingran
Designation :	Independent Director
Name :	Mr. Prakash Telang
Designation :	Independent Director
Name :	Mr. Kiran Umrootkar
Designation :	Independent Director
Shareholders' / Investors' Grievance Committee
Name :	Mr. Sanjay Kumar Bhattacharyya
Designation :	Chairman of the Committee and Independent Director
Name :	Mr. Pradeep Kumar Bhargava
Designation :	Independent Director
Name :	Dr. Anant Jhingran
Designation :	Independent Director
Name :
Designation :	Mr. Nitin Kulkarni
	Executive Director

SHAREHOLDING PATTERN

As on 31.12.2014

Category of Shareholder	Total No. of Shares	Total Shareholding as a % of Total No. of Shares
(A) Shareholding of Promoter and Promoter Group
(1) Indian
Individuals / Hindu Undivided Family	15200067	38.00
Any Others (Specify)	369365	0.92
Directors/Promoters & their Relatives & Friends	369365	0.92
Sub Total	15569432	38.92
(2) Foreign
Total shareholding of Promoter and Promoter Group (A)	15569432	38.92
(B) Public Shareholding
(1) Institutions
Mutual Funds / UTI	4239284	10.60
Financial Institutions / Banks	4727	0.01
Foreign Institutional Investors	11064648	27.66
Any Others (Specify)	183431	0.46
Foreign Companies	183431	0.46
Sub Total	15492090	38.73
(2) Non-Institutions
Bodies Corporate	559076	1.40
Individuals
Individual shareholders holding nominal share capital up to Rs. 0.100 Million	2711424	6.78
Individual shareholders holding nominal share capital in excess of Rs. 0.100 Million	2749146	6.87
Any Others (Specify)	2918832	7.30
Non Resident Indians	376179	0.94
Trusts	2495269	6.24
Directors & their Relatives & Friends	19400	0.05
Clearing Members	20797	0.05
Foreign Nationals	3500	0.01
Foreign Portfolio Investors	3687	0.01
Sub Total	8938478	22.35
Total Public shareholding (B)	24430568	61.08
Total (A)+(B)	40000000	100.00
(C) Shares held by Custodians and against which Depository Receipts have been issued
(1) Promoter and Promoter Group	0	0.00
(2) Public	0	0.00
Sub Total	0	0.00
Total (A)+(B)+(C)	40000000	100.00

Shareholding belonging to the category "Promoter and Promoter Group"

No.	Name of the Shareholder	Details of Shares held
		No. of Shares held	As a % of grand total (A)+(B)+(C)
1	Anand Suresh Deshpande	1,14,05,920	28.51
2	Suresh Purushottam Deshpande	37,94,147	9.49
3	Sulabha Suresh Deshpande	2,83,000	0.71
4	Sonali Anand Deshpande	56,000	0.14
5	Chitra Hemadri Buzruk	27,300	0.07
6	Hemadri Narayan Buzruk	2,700	0.01
7	Padmakar Govind Khare	365	0.00
	Total	1,55,69,432	38.92

Shareholding belonging to the category "Public" and holding more than 1% of the Total No. of Shares

No.	Name of the Shareholder	No. of Shares held	Shares as % of Total No. of Shares
1	PSPL ESOP Management Trust	2449936	6.12
2	Saif Advisors Mauritius Ltd A/c Saif India IV FII Holdings Ltd	2133148	5.33
3	Nordea 1 Sicav Emerging Stars Equity Fund	1043656	2.61
4	ICICI Prudential Value Discovery Fund	1008292	2.52
5	HDFC Trustee Company Ltd A/c HDFC Mid Capopportunities Fund	961193	2.40
6	Shridhar Bhalchandra Shukla	800000	2.00
7	Smallcap World Fund Inc	799800	2.00
8	Wasatch Emerging Markets Small Cap Fund	667034	1.67
9	Eqinox Partners LP	581668	1.45
10	Amansa Holdings Pvt Ltd	566914	1.42
11	IDFC Premier Equity Fund	560825	1.40
12	Ashutosh Vinayak Joshi	558973	1.40
	Total	12131439	30.33

Shareholding belonging to the category "Public" and holding more than 5% of the Total No. of Shares

No.	Name(s) of the shareholder(s) and the Persons Acting in Concert (PAC) with them	No. of Shares	Shares as % of Total No. of Shares
1	PSPL ESOP Management Trust	2449936	6.12
2	Saif Advisors Mauritius Ltd A/c Saif India IV FII Holdings Ltd	2133148	5.33
	Total	4583084	11.46

BUSINESS DETAILS

Line of Business :

Subject is engaged in software product, services and technology innovation. The Company offers complete product life cycle services.

Products :

Name and Description of products	NIC Code
Software Development and IT Services	892

Brand Names :

Not Available

Agencies Held :

Not Available

Exports :

Not Available

Imports :

Not Available

Terms :

Not Available

PRODUCTION STATUS NOT AVAILABLE

GENERAL INFORMATION

Suppliers :	Not Available
Customers :	Not Available
No. of Employees :	1816 (Approximately)
Bankers :	· Axis Bank · Bank of India · BNP Paribas · Bank of Tokyo-Mitsubishi · Citibank NA · HDFC Bank Limited · State Bank of India · Syndicate Bank

Banking Relations :	--
Auditors :
Name 1 :	S.R. Batliboi and Company Chartered Accountants
Auditors :
Name 2 :	Joshi Apte and Company Chartered Accountants
Subsidiaries (As on 31.03.2014) :	· Persistent Systems, Inc. · Persistent Systems Pte Limited · Persistent Systems France SAS · Persistent Systems Malaysia Sdn. Bhd. · Persistent Telecom Solutions Inc. (wholly owned subsidiary of Persistent Systems, Inc.) · CloudSquads Inc. (wholly owned subsidiary of Persistent Systems, Inc.)

CAPITAL STRUCTURE

As on 31.03.2014

Authorised Capital :

No. of Shares	Type	Value	Amount
112000000	Equity Shares	Rs.10/- each	Rs.1120.000 Million

Issued, Subscribed & Paid-up Capital :

No. of Shares	Type	Value	Amount
40000000	Equity Shares	Rs.10/- each	Rs.400.000 Million

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

There is no movement in the shares outstanding at the beginning and at the end of the reporting period.

b) Terms / rights attached to equity shares

The Company has only one class of equity shares having a 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 proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting.

During the year ended March 31, 2014, the amount of per share interim dividend recognized as distributions to equity shareholders is Rs. 8 (Previous Year Rs. 6).

During the year ended March 31, 2014, the amount of per share final dividend recognized as distributions to equity shareholders is Rs. 4 (Previous Year Rs. 3).

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) Details of shareholders holding more than 5% shares in the Company

Name of Shareholder	No. in Million	% holding
Dr. Anand Deshpande jointly with Mrs. Sonali Anand Deshpande	11.46	28.65%
Mr. Suresh Deshpande jointly with Mrs. Sulabha Suresh Deshpande	4.09	10.24%
PSPL ESOP Management Trust	2.83	7.09%
Saif Advisors Mauritius Limited	2.13	5.33%
Reliance Capital Trustee Co. Ltd.**	0.96	2.39%

* The shareholding information is based on legal ownership of shares and has been extracted from the of the Company including register of shareholders / members.

** Though the shareholding of Reliance Capital Trustee Co. Ltd. has fallen below 5 % as on March 31, 2014, it is disclosed as the shareholding was more than 5% as on March 31, 2013.

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	400.000	400.000	400.000
(b) Reserves & Surplus	11618.680	9660.440	7977.430
(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)	12018.680	10060.440	8377.430
(3) Non-Current Liabilities
(a) long-term borrowings	31.870	14.200	6.540
(b) Deferred tax liabilities (Net)	0.000	0.000	0.000
(c) Other long term liabilities	0.890	0.360	0.000
(d) long-term provisions	93.230	79.870	70.870
Total Non-current Liabilities (3)	125.990	94.430	77.410
(4) Current Liabilities
(a) Short term borrowings	0.000	0.000	0.000
(b) Trade payables	271.890	230.570	178.000
(c) Other current liabilities	335.840	196.340	550.170
(d) Short-term provisions	731.050	709.680	523.190
Total Current Liabilities (4)	1338.780	1136.590	1251.360
TOTAL	13483.450	11291.460	9706.200
II. ASSETS
(1) Non-current assets
(a) Fixed Assets
(i) Tangible assets	2555.190	2638.350	2402.670
(ii) Intangible Assets	162.850	240.480	384.750
(iii) Capital work-in-progress	304.670	346.260	506.490
(iv) Intangible assets under development	0.000	0.000	16.760
(b) Non-current Investments	1441.200	750.300	700.300
(c) Deferred tax assets (net)	136.460	111.780	76.490
(d) Long-term Loan and Advances	459.430	627.120	343.960
(e) Other Non-current assets	465.570	526.290	22.160
Total Non-Current Assets	5525.370	5240.580	4453.580
(2) Current assets
(a) Current investments	4071.360	3116.180	1915.240
(b) Inventories	0.000	0.000	0.000
(c) Trade receivables	2265.930	2033.990	1660.400
(d) Cash and cash equivalents	589.370	298.080	1043.990
(e) Short-term loans and advances	362.340	265.750	509.520
(f) Other current assets	669.080	336.880	123.470
Total Current Assets	7958.080	6050.880	5252.620
TOTAL	13483.450	11291.460	9706.200

PROFIT & LOSS ACCOUNT

	PARTICULARS		31.03.2014	31.03.2013	31.03.2012
	SALES
		Income	11841.160	9967.510	8103.640
		Other Income	371.280	288.300	323.760
		TOTAL (A)	12212.440	10255.810	8427.400
Less	EXPENSES
		Employees benefits expense	5581.700	4778.600	4298.760
		Cost of Technical Professional	1094.570	973.080	632.400
		Other expenses	1531.730	1440.830	1030.870
		TOTAL (B)	8208.000	7192.510	5962.030
Less	PROFIT BEFORE INTEREST, TAX, DEPRECIATION AND AMORTISATION (A-B) (C)		4004.440	3063.300	2465.370
Less	FINANCIAL EXPENSES (D)		0.530	0.360	0.000
	PROFIT BEFORE TAX, DEPRECIATION AND AMORTISATION (C-D) (E)		4003.910	3062.940	2465.370
Less/ Add	DEPRECIATION/ AMORTISATION (F)		584.080	596.950	564.390
	PROFIT BEFORE TAX (E-F) (G)		3419.830	2465.990	1900.980
Less	TAX (H)		934.130	647.900	527.110
	PROFIT AFTER TAX (G-H) (I)		2485.700	1818.090	1373.870
Add	PREVIOUS YEARS’ BALANCE BROUGHT FORWARD		4197.880	3526.350	NA
Less	APPROPRIATIONS
		Interim dividend	320.000	240.000	NA
		Proposed final dividend	160.000	120.000	NA
		Tax on Dividend	81.580	59.320	NA
		Transferred to general reserve	994.300	727.240	NA
	BALANCE CARRIED TO THE B/S		5127.700	4197.880	3526.350
	EARNINGS IN FOREIGN CURRENCY
		Sale of software	10606.230	9088.190	7321.560
		Interest	20.050	5.260	3.290
		Dividend	19.410	0.000	0.000
		Other Earnings	3.630	3.640	3.900
	TOTAL EARNINGS		10649.320	9097.090	7328.750
	IMPORTS
		Capital Goods	165.770	140.710	206.880
	TOTAL IMPORTS		165.770	140.710	206.880
	Earnings Per Share (Rs.)
	Basic		63.89	47.12	35.87
	Diluted		62.14	45.45	34.35

KEY RATIOS

PARTICULARS		31.03.2014	31.03.2013	31.03.2012
Net Profit Margin (PAT / Sales)	(%)	20.99	18.24	16.95
Operating Profit Margin (PBIDT/Sales)	(%)	33.82	30.73	30.42
Return on Total Assets (PBT/Total Assets}	(%)	29.48	24.46	22.61
Return on Investment (ROI) (PBT/Networth)		0.28	0.25	0.23
Debt Equity Ratio (Total Debt /Networth)		0.00	0.00	0.00
Current Ratio (Current Asset/Current Liability)		5.94	5.32	4.20

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	400.000	400.000	400.000
Reserves & Surplus	7977.430	9660.440	11618.680
Share Application money pending allotment	0.000	0.000	0.000
Net worth	8377.430	10060.440	12018.680
long-term borrowings	6.540	14.200	31.870
Short term borrowings	0.000	0.000	0.000
Total borrowings	6.540	14.200	31.870
Debt/Equity ratio	0.001	0.001	0.003

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)
Sales	8103.640	9967.510	11841.160
		23.000	18.798

NET PROFIT MARGIN

Net Profit Margin	31.03.2012	31.03.2013	31.03.2014
	(Rs. In Million)	(Rs. In Million)	(Rs. In Million)
Sales	8103.640	9967.510	11841.160
Profit	1373.870	1818.090	2485.700
	16.95%	18.24%	20.99%

LOCAL AGENCY FURTHER INFORMATION

CURRENT MATURITIES OF LONG-TERM DEBT DETAILS: NOT AVAILABLE

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	Yes
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	----------
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 LOAN:

Particulars	31.03.2014 Rs. In Million	31.03.2013 Rs. In Million
Long Term Borrowings
Indian rupee loan from others	31.870	14.200
Total	31.870	14.200

Notes:

The term loans from Government departments have the following terms and conditions:

Loan I - amounting to Rs. 15.06 Million (Previous year Rs. 6.54 Million) with interest payable @ 2% per annum guaranteed by a bank guarantee by the Company and repayable in ten equal semi annual installments over a period of five years commencing from March 2016.

Loan II - amounting to Rs. 16.81 Million (Previous year Rs. 7.66 Million) with Interest payable @ 3% per annum repayable in ten equal annual installments over a period of ten years commencing from September 2015.

NATURE OF OPERATIONS

The Company is a public Company domiciled in India and incorporated under the provisions of the Companies Act, 1956 (the “Act”). The shares of the Company are listed on Bombay Stock Exchange and National Stock Exchange. The Company is a global company specializing in software products, services and technology innovation. The Company offers complete product life cycle services.

BUSINESS OVERVIEW

The Company specializes in building computer software products. The Company’s business is organized with a focus on the following three areas: Products (IP Business), Platforms (Solutions Integration) and Services (Product Engineering). The Company has decided to brand the product business separately from the Persistent brand and has named it ‘Accelerite’. Accelerite will be headquartered in the Silicon Valley and will help The Company provide clarity – the Persistent brand is for product development and the Accelerite brand is for products.

The company has organized the development and engineering teams around three strategies: Account-Led, Platform-Led and Product-Led. Further, Account-Led teams are organized as Named Accounts and Growth Accounts.

Driven by growth in the platform based solutions and IP led business, the consolidated revenue of The Company recorded an increase of 15.2% in the US Dollar terms and 28.9% in the Rupee term during the year under review. The consolidated EBIDTA increased by 28.4% and net profit after tax went up by 32.9% during the same period.

A detailed overview of the business is described in the Management Discussion and Analysis (MD and A) section of this report.

INDEX OF CHARGE:

Sr. No.	Charge ID	Date of Charge Creation/Modification	Charge amount secured	Charge Holder	Address	Service Request Number (SRN)
1	90087461	10/10/2005	45,000,000.00	CITI BANK N.A.	2413; Parmar House, East Street, Pune, Maharashtra - 411001, India	-
2	90085601	02/03/2006 *	108,000,000.00	BANK OF INDIA	Pune Main Branch 8, Dr. Koyaji Road, Pune, Maharashtra - 411001, India	-

FIXED ASSETS:

· Freehold land

· Leasehold land

· Buildings

· Computers

· Office Equipments

· Plant and Machinery

· Leasehold Improvements

· Furniture and Fixtures

· Vehicles

AUDITED UNCONSOLIDATED FINANCIAL RESULTS FOR THE QUARTER AND NINE MONTHS ENDED ON

31.12.2014

(Rs. in million)

		Particulars	Quarter Ended		Year Ended
			31.12.2014	30.09.2014	31.12.2014
			Audited	Audited	Audited
1	Income from Operations
		Sales/Income from Operations (Gross)	3239.950	3010.620	9157.680
		Less: Excise Duty	--	--	--
	a) Net Sales/Income from Operations (net of excise duty)		3239.950	3010.620	9157.680
	b) Other Operating Income		--	--	--
	Total Income from Operations (Net)		3239.950	3010.620	9157.680
2	Expenses
		Cost of technical professional	345.810	456.370	1062.470
		Employee benefit expenses	1724.210	1549.030	4727.780
		Depreciation and amortization expense	126.640	119.940	362.190
		Other expenses	457.930	426.920	1235.760
	Total Expenses		2654.590	2552.260	7388.200
3		Profit /(Loss) from operations before other income, finance costs and exceptional items (1-2)	585.360	458.360	1769.480
4	Other Income		241.530	275.210	761.920
5		Profit /(Loss) from ordinary activities before finance costs and exceptional items (3+4)	826.890	733.570	2531.400
6	Finance Costs		2.650	0.230	3.080
7		Profit /(Loss) from ordinary activities after finance costs but before exceptional items (5-6)	824.240	733.340	2528.320
8	Exceptional Items		--	--	--
9	Profit /(Loss) from ordinary activities before tax		824.240	733.340	2528.320
10	Tax Expense		212.770	175.490	646.380
11	Net Profit /(Loss) from ordinary activities after tax (9-10)		611.470	557.850	1881.940
12	Extraordinary items (net of tax expense)		--	--	--
13	Net Profit /(Loss) for the period (11-12)		611.470	557.850	1881.940
14	Paid up equity share capital (Eq. shares of Rs.10/- each)		400.000	400.000	400.000
15	Reserve excluding revaluation reserves
16		Earnings per share (before/after extraordinary items) of Rs.10/- each
		Basic	15.48	14.17	47.79
		Diluted	15.48	14.17	47.79
		Dividend per share
		Interim	10.00	--	10.00
		Final	10.00	--	10.00
A		PARTICULARS OF SHAREHOLDING
1		Public Shareholding
		- No. of Shares	24430568	24420880	24430568
		- Percentage of Shareholding	61.08	61.05	61.08
2		Promoters and promoter group shareholding
		a) Pledged/Encumbered
		- Number of shares	--	--	--
		- Percentage of shares ( as a % of the total shareholding of the promoter and promoter group)	--	--	--
		- Percentage of shares (as a % of the total share capital of the Company)	--	--	--
		b) Non- encumbered
		- Number of shares	15569432	15579120	15569432
		- Percentage of shares ( as a % of the total shareholding of the promoter and promoter group)	100.00	100.00	100.00
		- Percentage of shares (as a % of the total share capital of the Company)	38.92	38.95	38.92

Quarter ended 31.12.2014

	Particulars		Npo related	Ipo related
B		Investor Complaints
		Opening balance `	--	--
		Addition	1	--
		Disposed	1	--
		Closing balance	--	--

STANDALONE STATEMENT OF ASSETS AND LIABILITIES

Particular	31.12.2014 (Rs. In Million)
EQUITY AND LIABILITIES
Shareholders’ funds
(a) Share capital	400.000
(b) Reserves and surplus	12818.900
Sub-total - Shareholders' funds	13218.900
Non-current liabilities
(a) Long-term borrowings	41.910
(b) Deferred Tax Liabilities (Net)	0.000
(c) Other Long Term Liability	1.400
(d) Long Term Provision	113.790
Sub-total - Non-current liabilities	157.100
Current liabilities
(a) Short -term borrowings	233.840
(b) Trade payables	543.460
(c) Other Current Liability	382.620
(d) Short-term provision	1145.450
Sub-total - Current liabilities	2305.370
TOTAL - EQUITY AND LIABILITIES	15681.370
ASSETS
Non-current assets
(a) Fixed assets
(i) Tangible Assets	3101.360
(ii) Intangible Assets	0.000
(iii) Capital work in Progress	0.000
(iv) Intangible assets under development / R and D	0.000
(b) Non-current investment	2563.410
(c) Deferred tax assets (net)	145.200
(d) Long-term loans and advances	551.120
(e) Other non-current assets	25.790
Sub-total - Non-current assets Current assets	6386.880
Current assets
(a) Current Investment	4999.770
(b) Inventories	0.000
(c) Trade receivables	2910.520
(d) Cash and cash equivalents	729.150
(e) Short-term loans and advances	264.510
(f) Other current assets	390.540
Sub-total - Current assets	9294.490
TOTAL - ASSETS	15681.370

Note :

The audited financial statements for the quarter and nine months ended December 31, 2014, have been taken on record by the Board of Directors at its meeting concluded on January 24, 2015, as recommended by the Audit Committee at its meeting held on January 23, 2015. The statutory auditors have expressed an unqualified audit opinion.

The audited financial statements are prepared in accordance with the Companies (Accounting Standards) Rules, 2006 (as amended) and in terms of Schedule III to the Companies Act, 2013. The financial information presented above is extracted from and is harmonized to conform with the audited financial statements.

The Board of Directors at its meeting held on January 23, 2015 and concluded on January 24, 2015 approved an interim dividend of ` 10 per share for the financial year 2014-15.

The Board has recommended a bonus issue of 1:1. The bonus issue of equity shares will be subject to an approval by the Members, through an Extra-Ordinary General Meeting (EGM) and e-voting, and any other applicable statutory and regulatory approvals. EGM is scheduled to be held on Thursday, February 26, 2015.

Figures for the previous periods/year have been regrouped wherever necessary to conform to current period presentation.

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 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.62.75
UK Pound	1	Rs.94.60
Euro	1	Rs.67.10

INFORMATION DETAILS

Information Gathered by :	JML
Analysis Done by :	KAR
Report Prepared by :	SNT

SCORE & RATING EXPLANATIONS

SCORE FACTORS	RANGE	POINTS
HISTORY	1~10	8
PAID-UP CAPITAL	1~10	7
OPERATING SCALE	1~10	7
FINANCIAL CONDITION
--BUSINESS SCALE	1~10	7
--PROFITABILIRY	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	YES
--OTHER MERIT FACTORS	YES/NO	YES
DEFAULTER
--RBI	YES/NO	NO
--EPF	YES/NO	NO
TOTAL		64

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.