MIRA INFORM REPORT

Report Date :

18^th May, 2006

IDENTIFICATION DETAILS

Name :	BUSINESS PROCESS OUTSOURCING (INDIA) PRIVATE LIMITED
Registered Office :	C/o. Wakhariya & Wakhariya, 41, Bajaj Bhavan, 226, Nariman Point, Mumbai-400001, Maharashtra
Country :	India
Financials (as on) :	31.03.2005
Date of Incorporation :	13.02.2001
Com. Reg. No.:	11-130844
CIN No.: [Company Identification No.]	U74140MH2001PTC130844
Legal Form :	A Private Limited Liability Company
Line of Business :	Software services & Data entry services

RATING & COMMENTS

MIRA’s Rating :

A

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

Maximum Credit Limit :	USD 225000
Status :	Good
Payment Behaviour :	Regular
Litigation :	Clear
Comments :	Subject is a well established BPO having satisfactory track. Trade relations are fair. Payments are correct and as per commitments. The company can be considered good for any normal business dealings at usual trade terms and conditions

LOCATIONS

Registered Office/Head Office/ Factory :	C/o. Wakhariya & Wakhariya, 41, Bajaj Bhavan, 226, Nariman Point, Mumbai-400001, Maharashtra
Tel. No.:	91-22-22810336
Fax No.:	91-22-22810337
E-Mail :	ssrinivas@opiglobal.com

DIRECTORS

Name :	Mr. Kishore Mirchandani
Designation :	Director
Address :	845, UN Plaza Apartment, 35B New York, New york-10017, U.S.A.
Date of Birth/Age :	09.11.1949
Date of Appointment :	23.02.2001
Name :	Mr. Anup Shah
Designation :	Director
Address :	2, Royal Park, 34, Park Road, Bangalore, Karnataka-560051
Date of Birth/Age :	25.06.1957
Date of Appointment :	30.09.2001
Name :	Mr. Pradeep Hingorani
Designation :	Director
Address :	76/3, G-1 Promenade Apartments, Nandidurg Road, Benson Town, Banglore, Karnataka
Date of Birth/Age :	23.04.1956
Date of Appointment :	07.02.2002

MAJOR SHAREHOLDERS

Names of Shareholders	No. of Shares
Business Process Outsourcing Limited	932550
Outsource Partners International Inc.	10000

BUSINESS DETAILS

Line of Business :	Software services & Data entry services
Products :	Item Code No. (ITC CODE)	Description
	85249900	Software services & Data entry services

GENERAL INFORMATION

No. of Employees :	290
Name:	Mr. Srinivas S
Age:	48 years
Designation:	VP Banglore Operations
Remuneration:	Rs. 3.300 millions
Qualifications:	B.Com, FCA, AICWA, ACS
Experience:	22 years
Date of joining:	03.02.2003
Details of last employment:	Celetron (I) Private Limited
Bankers :	NA

Auditors :	M/s. Deloitte, Haskins & Sells Chartered Accountant
Address:	Deloitte House, 70/3 Miller Road, Bangalore-560052, Karnataka
Tel. No.:	91-80-22254610
Fax No.:	91-80-22203125

CAPITAL STRUCTURE

Authorised Capital :

No. of Shares	Type	Value	Amount
1,000,000	Equity Shares	Rs. 10 each	Rs. 1.000 millions

Issued, Subscribed & Paid-up Capital :

No. of Shares	Type	Value	Amount
942,550	Equity Shares	Rs. 10 each	Rs. 0.942 millions

FINANCIAL DATA

[all figures are in Rupees Millions]

ABRIDGED BALANCE SHEET

SOURCES OF FUNDS		31.03.2005	31.03.2004	31.03.2003
SHAREHOLDERS FUNDS
1] Share Capital		9.425	9.425	9.425
3] Reserves & Surplus		46.447	3.651	-
NETWORTH		55.872	13.076	9.425
LOAN FUNDS
1] Secured Loans		-	-	-
2] Unsecured Loans		-	-	-
TOTAL BORROWING		-	-	-
TOTAL		55.872	13.076	9.425
APPLICATION OF FUNDS
FIXED ASSETS [Net Block]		30.029	35.068	13.128
Capital work-in-progress		-	-	1.727
INVESTMENT		-	0.180	0.103
CURRENT ASSETS, LOANS & ADVANCES
	Cash & Bank Balances	35.737	8.619	5.165
	Interest Accrued but not due	0.006	0.006	0.011
	Loans & Advances	5.997	4.926	6.969
Total Current Assets		41.740	13.551	12.145
Less : CURRENT LIABILITIES & PROVISIONS
	Current Liabilities	6.790	32.907	31.232
	Provisions	9.107	2.816	0.367
Total Current Liabilities		15.897	35.723	35.599
Net Current Assets		25.843	(22.172)	(19.454)
MISCELLANEOUS EXPENSES		-	-	0.132
PROFIT & LOSS A/C		-	-	13.789
TOTAL		55.872	13.076	9.425

PROFIT & LOSS ACCOUNT

PARTICULARS	31.03.2005	31.03.2004	31.03.2003
Sales Turnover [including other income]	166.166	120.828	33.095
Profit/(Loss) Before Tax	42.801	17.383	(5.700)
Provision for Taxation	(0.005)	(0.057)	(2.468)
Profit/(Loss) After Tax	42.796	17.440	(8.168)
Export Value	166.154	118.641	NA
Import Value	5.424	8.567	NA
Total Expenditure	380.540	265.476	24.927

KEY RATIOS

PARTICULARS		31.03.2005	31.03.2004	31.03.2003
PAT / Total Income	(%)	25.75	14.43	(24.68)
Net Profit Margin (PBT/Sales)	(%)	25.75	14.43	(24.68)
Return on Total Assets (PBT/Total Assets}	(%)	59.64	35.75	(21.11)
Return on Investment (ROI) (PBT/Networth)		0.77	1.33	0.60
Debt Equity Ratio (Total Liability/Networth)		0.74	1.04	3.77
Current Ratio (Current Asset/Current Liability)		2.62	0.38	0.34

LOCAL AGENCY FURTHER INFORMATION

Operations:

During the year under review the Compnay’s revenue grew by 40% compared to the year ended 31.03.2004.For the year the company posted a net profit of Rs. 42.80 million as compared to the profit for previous year ended 31.03.2004 of Rs. 17.44 millions

Fixed Deposits:

Your company has not accepted any deposits. Hence, no amount was outstanding at the financial period end either towards or interest

Fixed Assets:

Ø Leasehold Improvements

Ø Computer Hardware & Software

Ø Office Machinery & Equipment

Ø Furniture & Fixture

Business:

Business Process Outsourcing (India) Private Limited was incorporated on 13^th February, 2001.The company is a subsidiary of Business Process Outsourcing Limited, Mauritius. The Company is a 100% Export Oriented Unit under the Software Technology Parks of India Scheme. The Company has been engaged in the business of Data entry and Remote Processing Back Office Outsourcing Services

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 records 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.45.30
UK Pound	1	Rs.78.45
Euro	1	Rs.54.88

SCORE & RATING EXPLANATIONS

SCORE FACTORS	RANGE	POINTS
HISTORY	1~10	7
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	NO
--OTHER MERIT FACTORS	YES/NO	YES
TOTAL		63

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	Unfavourable & favourable factors carry similar weight in credit consideration. Capability to overcome financial difficulties seems comparatively below average/normal.	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

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