MIRA INFORM REPORT

Report No. :	342401
Report Date :	24.09.2015

IDENTIFICATION DETAILS

Name :	CYBAGE SOFTWARE PRIVATE LIMITED
Registered Office :	Cybage Towers, Survey No. 13A/1+2+3/1, Vadgaon Sheri, Pune – 411014, Maharashtra
Tel. No.:	91-20-66041700
Country :	India
Financials (as on) :	31.03.2014
Date of Incorporation :	09.12.1996
Com. Reg. No.:	11-104374
Capital Investment / Paid-up Capital :	Rs. 116.249 Million
CIN No.: [Company Identification No.]	U72200MH1996PTC104374
IEC No.:	5197001291
TAN No.: [Tax Deduction & Collection Account No.]	Not Available
PAN No.: [Permanent Account No.]	AACCC3421E
Legal Form :	Private Limited Liability Company
Line of Business :	Providing of software development services.
No. of Employees :	Information declined by the management

RATING & COMMENTS

MIRA’s Rating :

A (61)

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 an established company incorporated in the year 1996. For the financial year ended 2014, the company has healthy operating performance. It has good top line growth along with decent profitability margin. The company has strong financial position and zero debt balance sheet profile. Trade relations are fair. Business is active. Payments are regular and as per commitment. 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.

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 31-03-2015.

INFORMATION DECLINED

MANAGEMENT NON CO-OPERATIVE (91-22-66041700)

LOCATIONS

Registered Office :	Cybage Towers, Survey No. 13A/1+2+3/1, Vadgaon Sheri, Pune – 411014, Maharashtra, India
Tel. No.:	91-22-66041700
Fax No.:	Not Available
E-Mail :	deepak@cybage.com

DIRECTORS

AS ON 09.06.2014

Name :	Mr. Arun Vijay Nathani
Designation :	Managing director
Address :	Aroma, 60/61, Hindustan Estate, Kalyani Nagar, Pune - 411006, Maharashtra, India
Date of Birth/Age :	04.06.1965
Date of Appointment :	09.12.1996
DIN No.:	00619854
PAN No.:	AAKPN7869E
Name :	Ritu Arun Nathani
Designation :	Director
Address :	Aroma, 60/61, Hindustan Estate, Kalyani Nagar, Pune – 411006, Maharashtra, India
Date of Birth/Age :	28.04.1972
Date of Appointment :	09.12.1996
DIN No.:	00619948
Name :	Mr. Deepak Vijay Nathani
Designation :	Director
Address :	Flat No. E-701, Water Front, Kalyani Nagar, Pune – 411006, Maharashtra, India
Date of Birth/Age :	09.08.1963
Date of Appointment :	01.08.1997
DIN No.:	00624407
PAN No.:	ABWPN3785E

KEY EXECUTIVES

Name :	Deeparoop Pradeep Mitra
Designation :	Secretary
Address :	Flat No. 11, Krishna Garden, Near Lane No. 13 O, Vidyanagar, Vishrantwadi, Pune - 411015, Maharashtra, India
Date of Birth/Age :	22.09.1985
Date of Appointment :	20.07.2013
PAN No:	APRPM2353J

MAJOR SHAREHOLDERS / SHAREHOLDING PATTERN

AS ON 09.06.2014

SHAREHOLDING DETAIL FILE ATTACHED

Equity Share Break up (Percentage of Total Equity)

AS ON 09.06.2014

Category	Percentage
Directors or relatives of Directors	96.71
Other	3.29
Total	100.00

BUSINESS DETAILS

Line of Business :

Providing of software development services.

Products :

Item Code No.	Product Description
99831419	IT design and development services for applications

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 :

Information declined by the management

Bankers :

Banker Name	Not Divulged
Branch Address	Not Divulged
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

Auditors :
Name :	R.M. Ajgaonkar and Associates Chartered Accountants
Address :	Mandar Opposite Bharat Petroleum Petrol Pump, Juhu Tara Road, Juhu, Mumbai – 400049, Maharashtra, India
PAN N Income-tax PAN of auditor or auditor's firm :	AAIFR7610R
Memberships :	Not Available
Collaborators :	Not Available
Wholly-owned subsidiaries:	Cybage Software Inc Cybage Software (UK) Limited Cybage Software GmbH (Germany) Cybage Software B.V. (Netherland) Cybage Software K.K.(Japan)
Enterprises over which key management personnel exercise control/significant influence:	Giftease Technologies Private Limited Cybage Asha Trust Khushboo Charitable Trust Cybage Employee Welfare Trust

CAPITAL STRUCTURE

AS ON 31.03.2014

Authorised Capital :

No. of Shares	Type	Value	Amount
12000000	Equity Shares	Rs.10/- each	Rs. 120.000 Million

Issued, Subscribed & Paid-up Capital :

No. of Shares	Type	Value	Amount
11624868	Equity Shares	Rs.10/- each	Rs. 116.249 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	116.249	116.249	116.249
(b) Reserves & Surplus	4770.904	4335.952	4089.349
(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)	4887.153	4452.201	4205.598
(3) Non-Current Liabilities
(a) long-term borrowings	0.000	0.000	0.000
(b) Deferred tax liabilities (Net)	0.000	0.000	0.000
(c) Other long term liabilities	9.316	17.973	11.362
(d) long-term provisions	111.650	101.689	75.537
Total Non-current Liabilities (3)	120.966	119.662	86.899
(4) Current Liabilities
(a) Short term borrowings	0.000	0.000	0.000
(b) Trade payables	70.912	41.360	25.392
(c) Other current liabilities	454.817	1290.391	177.708
(d) Short-term provisions	56.217	48.936	43.486
Total Current Liabilities (4)	581.946	1380.687	246.586
TOTAL	5590.065	5952.550	4539.083
II.          ASSETS
(1) Non-current assets
(a) Fixed Assets
(i) Tangible assets	667.071	672.099	704.304
(ii) Intangible Assets	16.625	5.574	13.735
(iii) Capital work-in-progress	125.389	142.283	161.062
(iv) Intangible assets under development	0.000	0.000	0.000
(b) Non-current Investments	40.006	34.855	21.238
(c) Deferred tax assets (net)	59.907	45.326	25.612
(d) Long-term Loan and Advances	151.775	145.575	19.194
(e) Other Non-current assets	7.775	7.783	3.938
Total Non-Current Assets	1068.548	1053.495	949.083
(2) Current assets
(a) Current investments	3065.790	3444.764	2070.628
(b) Inventories	0.000	0.000	0.000
(c) Trade receivables	951.825	780.058	676.416
(d) Cash and cash equivalents	250.533	240.438	172.682
(e) Short-term loans and advances	248.540	430.695	667.832
(f) Other current assets	4.829	3.100	2.442
Total Current Assets	4521.517	4899.055	3590.000
TOTAL	5590.065	5952.550	4539.083

PROFIT & LOSS ACCOUNT

	PARTICULARS	31.03.2014	31.03.2013	31.03.2012
	SALES
	Income	5442.689	4643.295	3923.475
	Other Income	314.356
	TOTAL	5757.045	4643.295	3923.475
Less	EXPENSES	3223.922	2798.205	2395.762
	PROFIT/ (LOSS) BEFORE TAX	2533.123	1845.090	1527.713
Less	TAX	738.120	510.447	396.988
	PROFIT/ (LOSS) AFTER TAX	1795.003	1334.643	1130.725
	PREVIOUS YEARS’ BALANCE BROUGHT FORWARD	3282.752	3171.149	3102.533
	APPROPRIATIONS
	Transfer to General Reserve	180.000	135.000	115.000
	Interim Dividend	1162.487	929.989	813.741
	Corporate Dividend Tax	197.565	158.051	132.009
	Balance Carried to the B/S	3537.703	3282.752	3171.149
	Earnings / (Loss) Per Share (Rs.)	154.41	114.81	NA

CURRENT MATURITIES OF LONG TERM DEBT DETAILS

Particulars	31.03.2014	31.03.2013	31.03.2012
Current Maturities of Long term debt	NA	NA	NA
Cash generated from operations	NA	NA	NA
Net cash flows from (used in) operations	2117.757	1870.676	1539.729

KEY RATIOS

PARTICULARS		31.03.2014	31.03.2013	31.03.2012
Net Profit Margin (PAT / Sales)	(%)	32.98	NA	NA
Return on Total Assets (PBT/Total Assets}	(%)	47.22	32.20	35.27
Return on Investment (ROI) (PBT/Networth)		0.52	0.41	0.36
Debt Equity Ratio (Total Debt /Networth)		0.00	0.00	0.00
Current Ratio (Current Asset/Current Liability)		7.77	3.55	14.56

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	116.249	116.249	116.249
Reserves & Surplus	4089.349	4335.952	4770.904
Money received against share warrants	0.000	0.000	0.000
Share Application money pending allotment	0.000	0.000	0.000
Net worth	4205.598	4452.201	4887.153
long-term borrowings	0.000	0.000	0.000
Short term borrowings	0.000	0.000	0.000
Total borrowings	0.000	0.000	0.000
Debt/Equity ratio	0.000	0.000	0.000

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	3923.475	4643.295	5757.045
		18.346	23.986

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	3923.475	4643.295	5757.045
Profit	1130.725	1334.643	1795.003
	28.82%	28.74%	31.18%

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	Yes
11	Pan Card No. of Proprietor / Partners	Yes
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	No
17	Details of sister concerns	Yes
18	Major suppliers	No
19	Major customers	No
20	Banking Details	No
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

NOTE: Registered office of the company has been shifted from 25/A1 West Avenuekalyani Nagar, Pune -411006, Maharashtra, India to the present address w.e.f. 26.04.2011

FINANCIAL UPDATES

During the financial year 2013-14, the Company recorded a total income of Rs. 5757.045 Million comprising of Income from Software Services of Rs. 5442.689 Million and other income of Rs. 314.356 Million. The Company recorded a net profit of Rs. 1795.004 Million.

AWARDS AND RECOGNITIONS

The Company has been accorded with the following awards and accolades for the financial year ended 31 March 2014:

Cybage Software has been conferred the Asian outsourcing Excellence Awards in the following categories at the CMO Asia Awards ceremony held on August 1, 2013 at Singapore.

I. Use of Technology for Operational Excellence

II. Outsourcing service provider of the year

· Cybage has been ranked as an Established Leader in Niche verticals in a survey conducted by Zinnov Consulting.

· Cybage was also ranked as a Leader in the Consumer Software and Enterprise Software categories. This ranking is a testimony of their capabilities of being a leading software solution provider both in the consumer software as well as the enterprise software space.

· Cybage is Among the top 100 Global services 100 list - Defining Leadership in Global IT and Business Process Outsourcing.

· Cybage has been ranked in IAOP 2014 Global Outsourcing 100 List.

· Cybage is named a Leader in IAOP® 2013 Global Outsourcing 100 IAOP (Ranking -62). Cybage has received this recognition for the fifth year in a row. Cybage has also been recognized as Top list climbers year to year

· Cybage has featured in various sub-categories namely,

I. By Industry focus - Best 5 companies Hospitality

II. By industry focus - Best 10 leaders Entertainment and Media

III. By industry focus - Best 20 leaders Retail and Consumer Goods, and IV. By service area - Best 20 leaders R&D services

· Cybage ranked as one of the 20 most promising Enterprise Mobility Companies

· Cybage ranked as one of the 10 most promising Healthcare Solution Providers

FUTURE PLANS:

The Company aims at capturing the business from untapped zones realizing maximum potential of the new sales offices. In this direction, the Company envisages growth in the new offices set up in the Netherlands to expand its operations in Europe region and in Japan and Singapore to explore business opportunities in the Asia Pacific region.

During the year the company expects to make the remaining 3 floors of Tower-2 operational during the next financial year.

The Company plans to implement a path-breaking innovative approach to bring the Cybage resource pool to near-zero strength by way of smart bench utilization across live delivery environments.

FIXED ASSETS

Tangible assets

• Land
• Buildings
• Furniture and fixtures
• Vehicles
• Office equipment
• Computer equipments
• Other equipments
• Leasehold improvements

Intangible assets

• Computer software

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.65.97
UK Pound	1	Rs.101.19
Euro	1	Rs.73.38

INFORMATION DETAILS

Information Gathered by :	NYA
Analysis Done by :	TRI
Report Prepared by :	KVT

SCORE & RATING EXPLANATIONS

SCORE FACTORS	RANGE	POINTS
HISTORY	1~10	6
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	NO
--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		61

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.