N-CSRS 1 ncsrwrapper.htm MILLENNIUM INDIA ACQUISITION COMPANY INC. GemCom, LLC

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM N-CSR

CERTIFIED SHAREHOLDER REPORT OF REGISTERED MANAGEMENT INVESTMENT COMPANIES

Investment Company Act file number: 811-22156

Millennium India Acquisition Company Inc.
(Exact name of registrant as specified in charter)

330 East 38th Street, Suite 30H, New York, NY 10016
(Address of principal executive offices)      (Zip code)

Gemini Fund Services, LLC, 450 Wireless Blvd., Hauppauge, NY 11788
(Name and address of agent for service)

Registrant's telephone number, including area code: 917 640-2151

Date of fiscal year end: 12/31

Date of reporting period: 6/30/2011

Form N-CSR is to be used by management investment companies to file reports with the Commission not later than 10 days after the transmission to stockholders of any report that is required to be transmitted to stockholders under Rule 30e-1 under the Investment Company Act of 1940 (17 CFR 270.30e-1). The Commission may use the information provided on Form N-CSR in its regulatory, disclosure review, inspection, and policymaking roles.

A registrant is required to disclose the information specified by Form N-CSR, and the Commission will make this information public. A registrant is not required to respond to the collection of information contained in Form N-CSR unless the Form displays a currently valid Office of Management and Budget ("OMB") control number. Please direct comments concerning the accuracy of the information collection burden estimate and any suggestions for reducing the burden to Secretary, Securities and Exchange Commission, 450 Fifth Street, NW, Washington, DC 20549-0609. The OMB has reviewed this collection of information under the clearance requirements of 44 U.S.C. § 3507.

 

Item 1. Reports to Stockholders.
















Millennium India Acquisition Company Inc.












Semi-Annual Report

June 30, 2011



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 



Millennium India Acquisition Company Inc.

PORTFOLIO OF INVESTMENTS

June 30, 2011 (Unaudited)

 

 

 

 

 

 

Security

 

 

Shares

 

Fair Value

PRIVATE PLACEMENT - 105.39%

 

 

 

 

 SMC Global Securities Ltd. (a)*

 

 

 

 

 (Cost $46,684,823)

 

 

      1,586,738

 

 $        25,475,222

 

 

 

 

 

 

SHORT-TERM INVESTMENTS - 1.61%

 

 

 

 

 Goldman Sachs Prime Obligation Fund, 0.00%+

 

 

 

 

 (Cost $390,222)

 

 

        390,222

 

               390,222

 

 

 

 

 

 

TOTAL INVESTMENTS (Cost $47,075,045) (b) - 107.00%

 

 

           25,865,444

Liabilities less other assets - (7.00)%

 

 

 

           (1,693,359)

NET ASSETS - 100.00%

 

 

 

 $        24,172,085

 

 

 

 

 

 

*Non-income producing security.

 

 

 

 

+Variable rate security.  Rate shown is as of June 30, 2011.

 

 

 

(a) Security restricted as to resale.

 

 

 

 

(b) Represents cost for financial reporting purposes.   Aggregate cost for federal tax purposes is substantially the same

     and differs from market value and net unrealized appreciation (depreciation) of securities as follows:

 

 

 

 

 

 

 

 

 

 

Unrealized appreciation:

 $                       -

 

 

 

Unrealized depreciation:

          (21,209,601)

 

 

Net unrealized depreciation:

 $       (21,209,601)

 
 

See accompanying notes which are an integral part of these financial statements.


 

 


Millennium India Acquisition Company Inc.

STATEMENT OF ASSETS AND LIABILITIES

June 30, 2011 (Unaudited)

 

 

 

 

Assets:

 

 

Investments, at cost

 

 $       47,075,045

Investments in securities, at fair value

 

 $       25,475,222

Short-term investments

 

              390,222

Interest receivable

 

                       2

Prepaid expenses and other assets

 

                 8,045

 

Total Assets

 

25,873,491

 

 

 

 

Liabilities:

 

 

Deferred officer fees

 

           1,150,000

Accrued expenses and other liabilities

 

              551,406

 

Total Liabilities

 

1,701,406

 

 

 

 

Net Assets

 

 $    24,172,085

 

 

 

 

Preferred shares; par value $0.0001 per share, 5,000 shares authorized, 0 shares issued

 

 $                     -

 

 

 

 

Net Assets:

 

 

Common Stock; par value $0.0001 per share, 45,000,000 shares authorized,

 

 

8,219,875 issued and outstanding

 

                    822

Paid-in capital  

 

         51,057,989

Accumulated net investment loss

 

          (5,675,336)

Accumulated net realized loss on investments

 

                (1,789)

Net unrealized depreciation on investments

 

        (21,209,601)

Net Assets

 

 $    24,172,085

 

 

 

 

Net Asset Value Per Share:

 

 

 

Net Assets

 

 $       24,172,085

 

Basic and diluted shares of common stock outstanding

 

           8,219,875

 

Net asset value (Net Assets/Shares of Common Stock Outstanding)

 

 $                2.94

 

 

 

 

 

 

 

                                

See accompanying notes which are an integral part of these financial statements.



Millennium India Acquisition Company Inc.

STATEMENT OF OPERATIONS

For the Six Months Ended June 30, 2011 (Unaudited)

 

 

 

 

Investment Income:

 

 

Interest income

 

 $                 21

 

Total Investment Income

 

21

 

 

 

 

Operating Expenses:

 

 

Officer fees (see Note 2)

 

500,000

Administration fees

 

              27,769

Insurance expense

 

              19,500

Audit fees

 

               8,111

Transfer agent and listing fees

 

               6,866

Directors' fees

 

               5,490

Legal fees

 

               1,865

Custodian fees

 

               1,688

Printing expense

 

               1,445

Other expenses:

 

 

 

Franchise Tax (Del.)

 

              34,169

 

Business Travel

 

              31,370

 

Rent and Office

 

              22,444

 

Out of Pocket

 

               9,430

Miscellaneous expenses

 

              22,919

 

Total Operating Expenses

 

693,066

 

Net Operating Expenses

 

693,066

 

 

 

 

Net Investment Loss

 

(693,045)

 

 

 

 

 Unrealized Gain on Investments:

 

 

Net change in unrealized appreciation from investments

 

3,933

 

 

 

 

 

Net Unrealized Gain on Investments

 

3,933

 

 

 

 

Net Decrease in Net Assets Resulting From Operations

 

 $      (689,112)

 

 

 

 

See accompanying notes which are an integral part of these financial statements.





 

Millennium India Acquisition Company Inc.

 

STATEMENTS OF CHANGES IN NET ASSETS

 

 

 

 

 

 

 

 

 

 

 

 Six Months Ended

 

 Year Ended

 

 

 

 

 June 30,

 

 December 31,  

 

 

 

 

 2011

 

 2010

 

 

 

 

(Unaudited)

 

 

 

Operations:

 

 

 

 

 

Net investment loss

 

 $           (693,045)

 

 $           (866,158)

 

Net change in unrealized appreciation (depreciation) on investments

 

3,933

 

           (8,182,010)

 

 

 

 

 

 

 

 

Net decrease in net assets resulting from operations

 

(689,112)

 

(9,048,168)

 

 

 

 

 

 

 

 

Common Stock Transactions:

 

 

 

 

 

Contributed capital - officer fees (see Note 2)

 

                         -

 

              (150,000)

 

Net decrease in net assets from common stock transactions

 

                         -

 

(150,000)

 

 

 

 

 

 

 

 

Reclassification of private placement warrants to permanent equity **

 

                         -

 

                         -

 

 

 

 

 

 

 

 

Total Decrease in Net Assets

 

(689,112)

 

(9,198,168)

 

 

 

 

 

 

 

 

Net Assets:

 

 

 

 

 

 

Beginning of period

 

           24,861,197

 

           34,059,365

 

 

End of period*

 

 $      24,172,085

 

 $      24,861,197

 

 

 

 

 

 

 

 

 

* Includes accumulated net investment loss

 

 $           (693,045)

 

 $           (866,158)

 

 

 

 

 

 

 

 

Share Transactions:

 

 

 

 

 

 

Reclassification of common stock to permanent equity

 

                         -

 

                         -

 

 

Shares redeeemed

 

                         -

 

                         -

 

 

Increase (decrease)

 

                         -

 

                         -

 

 

 

 

 

 

 

 

 

** Warrants expired worthless on July 18, 2010.

 

 

 

 

 

 

 

 

 

 

 

 

See accompanying notes which are an integral part of these financial statements.





Millennium India Acquisition Company Inc.

STATEMENT OF CASH FLOWS

June 30, 2011 (Unaudited)

 

 

 

 

 

CASH FLOWS FROM OPERATING ACTIVITIES

 

 

 

 

Net decrease in net assets from operations

 

 $                  (689,112)

 

 

Unrealized increase in fair market value of investments

 

                        (3,933)

 

 

Adjustments to reconcile net decrease in net assets from operations

 

 

 

 

  to net cash provided by operating activities:

 

 

 

 

 

 

 

 

 

Changes in operating Assets and Liabilities:

 

 

 

 

Proceeds from sale of short-term investment securities

 

                      582,302

 

 

Purchase of short-term investment securities

 

                     (390,222)

 

 

Deferred officer fees

 

                      500,000

 

 

Decrease in interest and dividends receivable

 

                                3

 

 

Decrease in accrued expenses and other liabilities

 

                          9,007

 

 

Increase in prepaid expenses and other assets

 

                        (8,045)

 

Net cash provided by operating activities

 

                                -

 

 

 

 

 

 

CASH:

 

 

 

 

Beginning balance

 

                                -

 

 

Ending balance

 

 $                              -

 

 

 

 

 

 

 

 

 

 

 

 

See accompanying notes which are an integral part of these financial statements.

 

 

 





Millennium India Acquisition Company Inc.

FINANCIAL HIGHLIGHTS

Per Share Data and Ratios for a Share of Common Stock Outstanding Throughout Each Period

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

For the Six Months

 

 

 

 

 

 

 

For the Period

 

 

 

 

 

 

 

Ended

 

 

 

 

 

 

 

Ended

 

 

 

 

 

 

 

June 30, 2011

 

For the Year Ended December 31,

 

December 31,

 

 

 

 

 

 

 

(Unaudited)

 

2010

 

2009

 

2008

 

2007 (1)

 

 

Net Asset Value, Beginning of Period

 

 $           3.02

 

 $         4.14

 

 $         3.43

 

 $         5.53

 

 $         5.53

 

 

Income (Loss) from Investment Operations:

 

 

 

 

 

 

 

 

 

 

 

Net investment loss (2)

 

 

 

            (0.08)

 

          (0.11)

 

          (0.11)

 

          (0.18)

 

               -   

 

 

 

 

 

Net realized and unrealized gain (loss) (2)

 

             0.00

 

          (1.01)

 

            0.82

 

          (1.92)

 

               -   

 

 

 

 

 

Total from investment operations

 

            (0.08)

 

          (1.12)

 

            0.71

 

          (2.10)

 

               -   

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net Asset Value, End of Period

 

 $           2.94

 

 $         3.02

 

 $         4.14

 

 $         3.43

 

 $         5.53

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Market Value, End of Period

 

 $           1.65

 

 $         2.55

 

 $         1.51

 

 $         1.21

 

 $         7.89

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total Return *

 

 

 

(35.29)%

 

68.87%

 

24.79%

 

(84.66)%

 

(0.51)%

 

 

 

 

Ratios and Supplemental Data:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net assets, end of year (000s)

 

 $       24,172

 

 $      24,861

 

 $      34,059

 

 $      28,205

 

 $      42,135

 

 

 

 

 

Ratio of operating expenses to

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

   average net assets (5)

 

 

 

5.68%

(3)

2.71%

 

3.21%

 

6.55%

 

17.27%

(3)

 

 

 

 

Ratio of net investment income (loss) to

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

average net assets (5)

 

 

 

(5.68)%

(3)

(2.71)%

 

(3.18)%

 

(5.15)%

 

0.00%

(3)

 

 

 

 

Portfolio Turnover Rate

 

 

 

0%

(4)

0%

 

0%

 

0%

 

0%

(4)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(1)

Millennium India Acquisition Company Inc. commenced operations as an investment company under the Investment Company Act of 1940

 

 

 

on December 20, 2007.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(2)

Per share amounts calculated using the average shares method, which more appropriately presents the per share data for the period.

 

 

 

(3)

Annualized for periods less than one year.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(4)

Not annualized.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(5)

These ratios exclude the impact of expenses of the underlying security holdings as represented in the schedule of investments.

 

 

 

 

*Change in market value assumes reinvestment of all dividends and distributions, if any.   Aggregate (not annualized) total return is shown for any period shorter than one year.   Total return does not reflect the deduction of taxes that a shareholder would pay on distributions or on the redemption of Company shares.  Performance shown is based on market value.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

See accompanying notes which are an integral part of these financial statements.

 

 



 

Millennium India Acquisition Company Inc.

Notes to Financial Statements

June 30, 2011 (Unaudited)


1.

ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES


      Millennium India Acquisition Company Inc. (“MIAC” or the “Company”) was incorporated in Delaware on March 15, 2006 for the purpose of effecting a merger, capital stock exchange, asset acquisition or other similar transaction (a “Business Combination”) with an operating business or businesses that have operations primarily in India (a “Target Business”).  In January 2008, the acquisition of a 14.75% equity interest in the SMC Group was consummated by the Company upon approval by public stockholders.  For stockholders who voted to not approve the acquisition 842,625 shares were redeemed for $6,736,949.  As a result of its plan to invest substantially all of its assets in SMC Group stock, MIAC was required to register with the SEC as a closed-end, non-diversified investment company under the Investment Company Act of 1940 (the “Act”).   In March 2008, MIAC’s interest was reduced to 14.44% due to Bennett Coleman, & Co., a leading New Delhi based financial media and investment firm investing in SMC Group.  In May 2009, the merger of SMC Group’s two underlying companies, SAM Global Securities Limited ("SAM") and SMC Global Securities Limited ("SMC") was finalized.  In June 2009, MIAC’s interest was increased to 15.14% with the shares of SAM and SMC (1,298,400 and 1,730,026 shares, respectively) converting to 1,586,738 shares of SMC Global Securities LTD.   As a registered investment company, MIAC is subject to the Act and the related rules, which contain detailed requirements for the organization and operation of investment companies.   


   The following is a summary of significant accounting policies followed by the Company in preparation of its financial statements.  The policies are in conformity with accounting principles generally accepted in the U.S.A. (“GAAP”).


(a)

Valuation of Investments


Fair Value of Financial Instruments—The Company’s investments are valued at (1) the market price for those securities for which a market quotation is readily available and (2) for all other securities and assets, fair value as determined in good faith by the Company’s Board of Directors pursuant to procedures approved by our Board of Directors. The Board of Directors has delegated the oversight of the implementation of the valuation procedures to its Valuation Committee, and delegated to the Company’s officers the responsibility for valuing the Company’s assets and calculating the Company’s net asset value in accordance with the valuation procedures. Management has formed a Pricing Committee to discharge certain of its responsibilities with respect to valuation. As part of its duties, management’s Pricing Committee must: (i) present to the Valuation Committee, quarterly, a report of the Pricing Committee’s activities in the previous quarter; (ii) respond to requests from the Board and the Valuation Committee; and (iii) participate in an annual review of these procedures and provide advice and recommendations in light of its experience in administering these procedures, information on evolving industry practices and any developments in applicable laws or regulations.  Except, as otherwise specifically provided in the valuation procedures, the Company will value portfolio securities for which market quotations are readily available at market value. The Company values all other securities and assets, including the shares of SMC Global Securities LTD, at fair value as determined in good faith in accordance with the valuation procedures. Because of the inherent uncertainty of determining the fair value of investments that do not have a readily available market value, the fair value of the Company’s investments determined under the Company’s procedures may differ significantly from the values that would have been used had a ready market existed for the investments or from the values that would have been placed on the Company’s assets by other market participants, and the differences could be material.

 

Determining fair value requires that judgment be applied to the specific facts and circumstances of each portfolio investment. The Company primarily holds SMC Global Securities LTD, which is listed, but not traded on the New Delhi Stock Exchange and Gauhati Stock Exchange, respectively. Because of the type of investments that the Company makes and the nature of its business, the Company’s valuation process requires an analysis of various factors. Its valuation methodology includes the examination of, among other things, (1) the nature and price (if any) of the portfolio security; (2) whether any broker quotations for the portfolio security are available; (3) the last sale price of the portfolio security; (4) whether any other financial or derivative security traded on other markets or among dealers is indicative of the appropriate price; (5) whether values of baskets of securities, or indices, traded on other markets, exchanges, or among brokers are indicative of the appropriate price; (6) the extent to which the fair value to be determined for the portfolio security will result from the use of data or formula produced by third parties independent of management; (7) the liquidity or illiquidity of the market for the particular portfolio security; (8) the financial statements and condition of the issuer; (9) general information concerning the issuer’s business including, without limitation, material developments in product development, management changes, litigation, governmental approvals, actions and contracts and extraordinary events; (10) the competitive position of the issuer’s major products, the demand therefore or any material changes in the marketplace; (11) general and specific market trends and the existence of any merger proposals, tender offers or other similar corporate actions affecting the securities; (12) the financial position of the issuer; (13) the market value of any unrestricted securities of the same class; (14) the availability of registration rights; (15) legal or other restrictions on the disposition of the securities (including any registration expenses that might be borne by the Company in connection with such disposition); (16) the characteristics of the market in which the securities are purchased and sold; (17) the market value of similar securities of the same issuer or comparable companies; (18) the cost of the security at the date of purchase; (19) in the case of securities that trade primarily in markets that close before the valuation time, financial market or other developments that occur after such market close but before the valuation time;


Millennium India Acquisition Company Inc.

Notes to Financial Statements (Continued)

June 30, 2011 (Unaudited)


(20) changes in interest rates; (21) observations from financial institutions; (22) government (U.S. or non-U.S.) actions or pronouncements; (23) other news events; (24) for securities traded on non-U.S. markets, the value of non-U.S securities traded on other non-U.S. markets, ADR trading, closed-end fund trading, non-U.S. currency exchange activity, the trading prices of financial products that are tied to baskets of non-U.S. securities (such as ADRs and World Equity Benchmark Shares) and futures contracts or other derivative securities based on indices representative of the appropriate market; and (25) the nature and duration of any material event and the forces influencing the operation of financial markets, factors relating to the event that precipitated the problem, whether the event is likely to recur, whether the effects of the event are isolated or whether they affect entire markets, countries or regions.

 

For all other securities held by the Company, other than the shares of SMC Global Securities LTD, if applicable, when market quotations or other information used in valuing such securities is not readily available or current or otherwise appropriate, management may be required to supply an “unobservable input” or determine whether to adjust a supplied price, as described below.

 

Generally, management must act reasonably and in good faith in considering all appropriate information available to it in identifying fair valuation situations and may consult with, as appropriate, investment personnel, general news and financial market information sources, industry sources, regulatory authorities, other market participants and legal, compliance and accounting personnel. Management has also engaged the services of third-party vendors to assist it. Management may believe at times that a significant event affecting a portfolio security has occurred that would require it to adjust a supplied price. In the case of holdings denominated in foreign currencies, management converts the values of fund assets nominally reported in foreign currencies into U.S. Dollars daily at the valuation time. The Company is responsible for monitoring currency prices and related markets to identify significant events that call into question whether the exchange rate (established as of an earlier pricing time) applied to a security denominated in a foreign currency reliably represents the security’s market value at the valuation time.


In determining the fair value of securities held by the Company, no single factor is determinative. Each Director may have accorded a different weight, or no weight, to different factors and, thus, each Director may have had a different basis for his ultimate determination of value.


 The fair values of the Company’s assets and liabilities that qualify as financial instruments approximate their carrying amounts presented in the statement of assets and liabilities at June 30, 2011.

 

The Company utilizes various methods to measure the fair value of most of its investments on a recurring basis.  GAAP establishes a hierarchy that prioritizes inputs to valuation methods. The three levels of input are:


Level 1 – Unadjusted quoted prices in active markets for identical assets and liabilities that the Company has the ability to access.

Level 2 – Observable inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly.  These inputs may include quoted prices for the identical instrument in an inactive market, prices for similar instruments, interest rates, prepayment speeds, credit risk, yield curves, default rates and similar data.

Level 3 – Unobservable inputs for the asset or liability, to the extent relevant observable inputs are not available, representing the Company’s own assumptions about the assumptions a market participant would use in valuing the asset or liability, and would be based on the best information available.


The availability of observable inputs can vary from security to security and is affected by a wide variety of factors, including, for example, the type of security, whether the security is new and not yet established in the marketplace, the liquidity of markets, and other characteristics particular to the security. To the extent that valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment.  Accordingly, the degree of judgment exercised in determining fair value is greatest for instruments categorized in Level 3.


The inputs used to measure fair value may fall into different levels of the fair value hierarchy.  In such cases, for disclosure purposes, the level in the fair value hierarchy within which the fair value measurement falls in its entirety, is determined based on the lowest level input that is significant to the fair value measurement in its entirety.









Millennium India Acquisition Company Inc.

Notes to Financial Statements (Continued)

June 30 2011 (Unaudited)


The inputs or methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities.  The following tables summarize the inputs used as of June 30, 2011 for the Company’s assets and liabilities measured at fair value:


Assets

Level 1

Level 2

Level 3

Total

Private Placement

  -   

  -   

 $ 25,475,222 

 $ 25,475,222 

Short-Term Investments

  -   

 $ 390,222 

  -   

  390,222 

Total

  -   

 $ 390,222 

 $ 25,475,222 

 $ 25,865,444 

 

 

 

 

 


There were no significant transfers into or out of Level 1 & Level 2 during the year.  It is the Company’s policy to recognize transfers into and out of Level 1 & Level 2 at the end of the reporting period.


In valuing its investment in SMC Global Securities LTD, the Company uses a valuation model, in addition to the previously disclosed valuation factors, which considers revenue and earnings multiples of comparable companies as well as transactions with respect to similar securities.   


The following is a reconciliation of assets in which significant unobservable inputs (Level 3) were used in determining fair value:


 

Private Placement

Total

Beginning balance

 $ 25,471,289 

 $ 25,471,289 

Total realized gain (loss)

  - 

  - 

Change in unrealized appreciation

  3,933 

  3,933 

Reduction of cost basis

  - 

  - 

Proceeds from sales

  - 

  - 

Accrued interest

  - 

  - 

Transfers in/out of Level 3

  - 

  - 

Ending balance

 $ 25,475,222 

 $ 25,475,222 



The total change in unrealized depreciation included in the statement of operations attributable to Level 3 investments still held at June 30, 2011 includes:

 

 $               (21,209,601)

$            (21,209,601)



(b)

Foreign Currency Translation- The books and records of the Company are maintained in U.S. Dollars.  Foreign currency amounts are translated into U.S. Dollars on the following basis: (i) market value of investment securities, assets, and liabilities at the closing daily rate of exchange, and (ii) purchases and sales of investment securities and dividend income at the rate of exchange prevailing on the respective dates of such transactions.  


(c)

Use of Estimates- The preparation of financial statements in accordance with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect certain reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. The accounting estimates that require management’s most difficult and subjective judgements are reflected in management’s valuation of its interests in SMC Group.  Because of the uncertainty in such estimates, actual results may differ from these estimates.


(d)

Income Taxes- Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts and are based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income.  Valuation allowances are established when necessary to reduce deferred income tax assets to the amount expected to be realized.




Millennium India Acquisition Company Inc.

Notes to Financial Statements (Continued)

June 30, 2011 (Unaudited)


The Company recognizes the tax benefits of uncertain tax positions only when the position is “more likely than not” to be sustained assuming examination by tax authorities.  Management reviewed the tax positions during the year ended December 31, 2010 and concluded that no liability for unrecognized tax benefits should be recorded related to uncertain tax positions taken.  The Company recognizes interest and penalties, if any, related to unrecognized tax benefits as income tax expense in the statement of operations. During the period, the Company did not incur any interest or penalties. Generally tax authorities can examine tax returns filed for the last three years.


(e)

Security Transactions and Other Income - Security transactions are recorded on the trade date.  In determining the gain or loss from the sale of securities, the cost of securities sold is determined on the basis of identified cost.   

 

(f) 

Indemnification - Under the Company’s organizational documents, its officers and directors are indemnified against certain liabilities arising out of the performance of their duties to the Company. In addition, in the normal course of business, the Company enters into contracts with its vendors and others that provide for general indemnifications. The Company’s maximum exposure under these arrangements is unknown as this would involve future claims that may be made against the Company. However, based on experience, the Company expects that risk of loss to be remote.

 


2.

ADMINISTRATION FEE AND OTHER TRANSACTIONS WITH AFFILIATES


Administrative Fees

 

 

(a) There is a fee payable to the Officers of the Company annually.  For 2009, the Company paid $175,000 each to Suhel Kanuga and F. Jacob Cherian.  In consultation with the Board in January 2009, Messrs. Cherian and Kanuga voluntarily elected to defer 30% of the Board approved compensation of $250,000 for 2009.  For 2010, both Messrs. Cherian and Kanuga voluntarily elected to defer 100% of the Board approved compensation of $250,000 each.  For 2011, Messrs. Cherian and Kanuga voluntarily elected to defer 50% each.  Amounts deferred in 2011 have been included in the statement of operations.  As of June 30, 2011, current fees payable are $575,000 for each Officer.  Subsequent to June 30, 2011, Messrs. Cherian and Kanuga received $125,000 each.                  

       

(b) Gemini Fund Services (“GFS”) provides administrative services to the Company including fund administration and fund accounting, pursuant to an Administration Agreement with the Company, for which it receives a minimum annual fee.  Prior to March 2009, fees were billed at $5,625 per month for fund administration and fund accounting combined.  Starting March 2009 fees are billed at $3,000 per month for fund administration and $1,333 for fund accounting.  The fund accounting fees plus 10% interest compounded monthly will be deferred until there is a subsequent public offering.  Currently, the Company has deferred $41,055 through June 30, 2011; $8,765 was accrued for the six months ended June 30, 2011.  The Company also pays GFS for out of pocket expenses.  


In addition, certain affiliates of GFS provide ancillary services to the Company as follows:


GemCom, LLC (“GemCom”), an affiliate of GFS, provides EDGAR conversion and filing services as well as print management services for the Company on an ad-hoc basis.  For EDGAR services, GemCom charges a per-page conversion fee and a flat filing fee.  Printing services prices vary according to available discounts.  For the six months ended June 30 2011, the Company paid GemCom $2,575 for EDGAR and printing services performed.  Such fees, a portion of which were accrued for in the prior year, are included in the line item “Printing expense” on the Statement of Operations in this shareholder report.


3.

INVESTMENT TRANSACTIONS


For the six months ended June 30, 2011, the cost of purchases and proceeds from sales of investment securities, other than short-term securities, for the Company was as follows:

              

                   

           

Company

 

Purchases

Sales

Millennium India Acquisition Company Inc.

 

$ -

$ -


4.     INVESTMENTS IN RESTRICTED OR ILLIQUID SECURITIES


Restricted securities include securities that have not been registered under the Securities Act of 1933, as amended, and securities that are subject to restrictions on resale.  An investment company may invest in restricted securities that are consistent with the company’s investment objective and investment strategies.  Investments in restricted securities are valued at fair value as determined in good faith in accordance with procedures adopted by the Board of Trustees. It is possible that the estimated value may differ significantly from the amount that might ultimately be realized in the near term, and the difference could be material. As of June 30, 2011, the Company was invested in the following restricted securities:


Security

Acquisition Date

Shares

Cost

Value

% of Net Assets

SMC Global Securities LTD.

1/21/2008

1,586,738

$46,684,823

$25,475,222

105.39%


Millennium India Acquisition Company Inc.

Notes to Financial Statements (Continued)

June 30, 2011 (Unaudited)


Underwriter Purchase Option

 

Upon closing of the Offering, the Company sold and issued the Underwriter’s Purchase Option (“UPO”) for $100 to the Representative to purchase up to 500,000 Units at an exercise price of $10.80 per Unit.  The Units underlying the UPO will be exercisable in whole or in part, solely at the Representative’s discretion, commencing on the consummation of a Business Combination and expiring on the five-year anniversary of the Offering. The Company accounted for the fair value of the UPO, inclusive of the receipt of the $100 cash payment, as an expense of the public offering resulting in a charge directly to stockholders’ equity with an equivalent increase in additional paid-in capital. The fair value of the 500,000 Units underlying the UPO was approximately $1,535,000 ($3.07 per Unit) at the date of sale and issuance, which was determined by the Company using a Black-Scholes option-pricing model. The fair value of the UPO has been estimated using the following assumptions: (1) expected volatility of 46.702%, (2) risk-free interest rate of 5.10% and (3) contractual life of 5 years. The expected volatility of approximately 46% was estimated by management based on an evaluation of the historical volatilities of similar public entities which had completed a transaction with an operating company. The UPO may be exercised for cash or on a “cashless” basis, at the holder’s option, such that the holder may use the appreciated value of the UPO (the difference between the exercise price of the UPO and the market price of the securities underlying the Units) to exercise the UPO without the payment of any cash.  Subsequent to June 30, 2011, the UPO was not exercisable at July 19, 2011 and expired worthless.  


UPO Registration Rights

 

The Company is only required to use its best efforts to register the UPO and the securities underlying such UPO, and once effective to use its best efforts to maintain the effectiveness of such registration statement. The Company has no obligation to net cash settle the exercise of the UPO or the warrants underlying the UPO. The holder of the UPO is not entitled to exercise the UPO or the warrants underlying the UPO unless a registration statement covering the securities underlying the UPO is effective or an exemption from registration is available. If the holder is unable to exercise the UPO or underlying warrants, the UPO or the underlying securities, as applicable, will expire worthless.  Subsequent to June 30, 2011, the UPO was not exercisable at July 19, 2011 and expired worthless.  


5.   INCOME TAXES


Deferred tax assets reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial statement purposes and the amounts used for income tax purposes and consist of the following:


 

 

December 31, 2010

 

December 31, 2009

Deferred Tax Assets

     Net Operating Loss Carry forward

 

 

               $8,348,211

 


               $5,182,095

Total Deferred Tax Asset

 

                 8,348,211

 

           5,182,095  

Less: Valuation Allowance

 

 (8,348,211)

 

          (5,182,095)

Net Deferred Taxes

 

                         $-

 

                    $-


The difference between the provision for income taxes and the amounts computed by applying the federal statutory income taxes to the income before tax are explained below:

 

 

 

December 31, 2010

 

Tax at Federal Statutory Rate

 

                 (35.0)%

 

Other

 

                0.2

 

Change in Valuation Allowance

 

               34.8

 

Provision for Taxes

 

                     (0.0)%

 












Millennium India Acquisition Company Inc.

Notes to Financial Statements (Continued)

June 30, 2011 (Unaudited)


The provision for income taxes consists of the following:

 

 

December 31, 2010

 

Current

     Federal

 


$-

 

     State and Local

 

-

 

Total Current Tax Expense (Benefit)

 

$-

 


Deferred

     Federal

 


$-

 

     State and Local

 

-

 

Total Deferred Tax Expense (Benefit)

 

$-

 


Total Tax Expense (Benefit)

 

$-

 


Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income.  Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.


The Company’s policy for recording interest and penalties associated with audits is to record such items as a component of income tax expense.  There were no amounts accrued for penalties or interest as of or during the period from February 14, 2007 (inception) through December 31, 2010.  The Company does not expect its unrecognized tax benefit position to change during the next twelve months and is currently unaware of any issues that could result in significant payments, accruals or material deviations from its position.  The Company’s tax positions for 2007 to 2010 have been analyzed, and concluded that no liability for unrecognized tax benefits should be recorded related to uncertain tax positions taken on returns filed for open tax years.


6.

NEW ACCOUNTING PRONOUNCEMENTS


In May 2011, the FASB issued ASU No. 2011-04 “Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements” in U.S. generally accepted accounting principles (“GAAP”) and the International Financial Reporting Standards (“IFRSs”). ASU No. 2011-04 amends FASB ASC Topic 820, Fair Value Measurements and Disclosures, to establish common requirements for measuring fair value and for disclosing information about fair value measurements in accordance with GAAP and IFRSs. ASU No. 2011-04 is effective for fiscal years beginning after December 15, 2011 and for interim periods within those fiscal years. Management is currently evaluating the impact these amendments may have on the Fund’s financial statements.


7.

SUBSEQUENT EVENTS


The Company is required to recognize in the financial statements the effects of all subsequent events that provide additional evidence about conditions that existed at the date of the statement of assets and liabilities.  For non-recognized subsequent events that must be disclosed to keep the financial statements from being misleading, the Company is required to disclose the nature of the event as well as an estimate of its financial effect, or a statement that such an estimate cannot be made.  In addition, the Company is required to disclose the date through which subsequent events have been evaluated.  Management has evaluated subsequent events through the issuance of these financial statements.

On July 15, 2011, MIAC executed an Amendment Agreement to the Shareholders and Share Subscription Agreements with SMC, extending only the term of the agreement to December 31, 2012 for the listing, given the continuing uncertainties in the global financial markets.  SMC Global has also agreed to pay a service fee to the Company.  






PRIVACY NOTICE

FACTS

WHAT DOES MILLENNIUM INDIA ACQUISITION COMPANY, INC. (“MIAC) DO WITH YOU PERSONAL INFORMATION?

Why?

Financial companies choose how they share your personal information. Federal law gives consumers the right to limit some but not all sharing. Federal law also requires us to tell you how we collect, share, and protect your personal information. Please read this notice carefully to understand what we do.

What?

  The types of personal information we collect and share depend on the product or service you have with us. This information can include:

 

§ Social Security number

§ Purchase History

§ Assets

§ Account Balances

§ Retirement Assets

§ Account Transactions

§ Transaction History

§ Wire Transfer Instructions

§ Checking Account Information


  

   When you are no longer our customer, we continue to share your information as described in this notice.

How?

All financial companies need to share customers’ personal information to run their everyday business. In the section below, we list the reasons financial companies can share their customers’ personal information; the reasons MIAC chooses to share; and whether you can limit this sharing.

Reasons we can share your personal information

Does MIAC share?

Can you limit

this sharing?

For our everyday business purposes –

such as to process your transactions, maintain your account(s), respond to court orders and legal investigations, or report to credit bureaus

Yes

No

For our marketing purposes –

to offer our products and services to you

Yes

No

For our affiliates’ everyday business purposes –

information about your transactions and experiences

No

No

For our affiliates’ everyday business purposes –

information about your creditworthiness

No

We don’t share

For nonaffiliates to market to you

No

We don’t share

Questions?

Call (617) 640-2151

 Who we are

Who is providing this notice?

Millennium India Acquisition Company, Inc.

What we do

How does MIAC protect my personal information?

To protect your personal information from unauthorized access and use, we use security measures that comply with federal law. These measures include computer safeguards and secured files and buildings.


Our service providers are held accountable for adhering to strict policies and procedures to prevent any misuse of your nonpublic personal information.

How does MIAC collect my personal information?

We collect your personal information, for example, when you

§ Open an account

§ Provide account information

§ Give us your contact information

§ Make deposits or withdrawals from your account

§ Make a wire transfer

§ Tell us where to send the money

§ Tells us who receives the money

§ Show your government-issued ID

§ Show your drivers license

We also collect your personal information from other companies.

Why cant I limit all sharing?

 Federal law gives you the right to limit only

    Sharing for affiliates everyday business purposes information about your creditworthiness

    Affiliates from using your information to market to you

    Sharing for nonaffiliates to market to you


       State laws and individual companies may give you additional rights to limit sharing.

Definitions

Affiliates

   Companies related by common ownership or control. They can be financial and nonfinancial companies.

§  MIAC does not share with our affiliates.

Nonaffiliates

Companies not related by common ownership or control. They can be financial and nonfinancial companies

§ MIAC does not share with nonaffiliates so they can market to you.

Joint marketing

A formal agreement between nonaffiliated financial companies that together market financial products or services to you.

§ MIAC does not jointly market.

 

 



Additional Information


The Company files its complete schedule of portfolio holdings with the Securities and Exchange Commission for the first and third quarters of each fiscal year on Form N-Q. The Company’s Form N-Q is available on the Commission’s website at http://www.sec.gov and may also be reviewed and copied at the Commission’s Public Reference Room in Washington, DC. Information on the operation of the Public Reference Room may be obtained by calling 1-800-SEC-0330.


A description of the policies and procedures that the Company uses to determine how to vote proxies relating to portfolio securities is available without charge, upon request, by calling collect (917) 640-2151 and on the Commission’s website at http://www.sec.gov.


Information regarding how the Company voted proxies relating to portfolio securities during the most recent 12-month period ended June 30 is available without charge, upon request, by calling collect (917) 640-2151 and on the Commission’s website at http://www.sec.gov.


The Company’s Statement of Additional Information includes additional information about directors of the Company and is available, without charge, upon request, by calling collect (917) 640-2151.



 

 


 

Item 2. Code of Ethics.  

Not applicable for semi-annual reports.

Item 3. Audit Committee Financial Expert.   Not applicable for semi-annual reports.

Item 4. Principal Accountant Fees and Services.    Not applicable for semi-annual reports.


Item 5. Audit Committee of Listed Registrants.   Not applicable for semi-annual reports.


Item 6. Schedule of Investments   See item 1.


Item 7. Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies.     Not applicable for semi-annual reports.


Item 8. Portfolio Managers of Closed-End Management Investment Companies.      Not applicable for semi-annual reports.


Item 9. Purchases of Equity Securities by Closed-End Management Investment Company and Affiliated Purchasers.    Not applicable.


Item 10. Submission of Matters to a Vote of Security Holders.   None.


Item 11. Controls And Procedures.


(a) Based upon an evaluation of the registrant's disclosure controls and procedures as conducted within 90 days of the filing date of this report, the registrant's principal executive officer and principal financial officer concluded that the registrant’s disclosure controls and procedures are effective.


(b) There were no changes in the registrant's internal control over financial reporting that occurred during the registrant's fiscal half-year that have materially affected, or are reasonably likely to materially affect, the registrant's internal control over financial reporting.


Item 12. Exhibits.


(a)(1) Not applicable.


(a)(2) Certifications pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (and item 11 (a)(2) of Form N-CSR) are filed herewith.


(a)(3) Not applicable


(b) Certifications pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (and item 11(b) of Form N-CSR) are filed herewith.  















                                   SIGNATURES


Pursuant to the requirements of the Securities Exchange Act of 1934 and the

Investment Company Act of 1940, the registrant has duly caused this report to be

signed on its behalf by the undersigned, thereunto duly authorized.


Millennium India Acquisition Company Inc.


By (Signature and Title) /s/ Suhel Kanuga, President

                         

----------------------------------

Date:

August 23, 2011

     

Pursuant to the requirements of the Securities Exchange Act of 1934 and the

Investment Company Act of 1940, this report has been signed below by the

following persons on behalf of the registrant and in the capacities and on the

dates indicated.


By (Signature and Title) /s/ Suhel Kanuga, President and Treasurer            

 -------------------------------------------

Date:

 August 23, 2011